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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 18, 2020
UNITED AIRLINES HOLDINGS, INC.
UNITED AIRLINES, INC.
(Exact name of registrant as specified in
its charter)
| Delaware |
|
001-06033 |
|
36-2675207 |
| Delaware |
|
001-10323 |
|
74-2099724 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification Number) |
| 233 S. Wacker Drive, Chicago, IL |
|
60606 |
| 233 S. Wacker Drive, Chicago, IL |
|
60606 |
| (Address of principal executive offices) |
|
(Zip Code) |
(872) 825-4000
(872) 825-4000
Registrant’s
telephone number, including area code
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Registrant | |
Title of Each Class | |
Trading Symbol | |
Name of Each Exchange on Which Registered |
| United Airlines Holdings, Inc. | |
Common Stock, $0.01 par value | |
UAL | |
The Nasdaq Stock Market LLC |
| United Airlines, Inc. | |
None | |
None | |
None |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. o
| Item 7.01 | Regulation FD Disclosure. |
On September 18, 2020, United Airlines, Inc.
(“United”), a wholly-owned subsidiary of United Airlines Holdings, Inc. (“UAL” and, together with
United, the “Company”), submitted a letter to the Secretary of the U.S. Treasury Department and certain leaders
of Congress, urging a restart of critical negotiations on COVID-19 legislation to include a six-month extension of the
Payroll Support Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in light
of the Company’s expectation that passenger demand will be down over 70% and revenue will be down 85%,
relative to 2019 levels, through the remainder of the third quarter of 2020. The letter is attached hereto as Exhibit 99.1
and is incorporated by reference into this Item 7.01, and replaces and supersedes a version of the letter circulated earlier on September 18, 2020.
The information in this Item 7.01, including Exhibit 99.1, is
being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed
incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements:
Certain statements in this Current Report on Form 8-K are forward-looking
and thus reflect the Company’s current expectations and beliefs with respect to certain current and future events and anticipated
financial and operating performance. Such forward-looking statements are and will be subject to many risks and uncertainties relating
to the Company’s operations and business environment that may cause actual results to differ materially from any future results
expressed or implied in such forward-looking statements. Words such as “expects,” “will,” “plans,”
“anticipates,” “indicates,” “remains,” “believes,” “estimates,” “forecast,”
“guidance,” “outlook,” “goals,” “targets” and similar expressions are intended
to identify forward-looking statements. Additionally, forward-looking statements include statements that do not relate solely to
historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known
trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed
or assured. All forward-looking statements in this report are based upon information available to the Company on the date of this
report. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of
new information, future events, changed circumstances or otherwise, except as required by applicable law.
The Company’s actual results could differ materially from
these forward-looking statements due to numerous factors including, without limitation, the following: the duration and spread
of the ongoing global COVID-19 pandemic and the outbreak of any other disease or similar public health threat and the impact on
the business, results of operations and financial condition of the Company; the lenders’ ability to accelerate the MileagePlus
indebtedness, foreclose upon the collateral securing the MileagePlus indebtedness or exercise other remedies if the Company is
not able to comply with the covenants in the MileagePlus financing agreements; the final terms of borrowing pursuant to the Loan
Program under the CARES Act, if any, and the effects of the grant and promissory note through the Payroll Support Program under
the CARES Act; the costs and availability of financing; the Company’s significant amount of financial leverage from fixed
obligations and ability to seek additional liquidity and maintain adequate liquidity; the Company’s ability to comply
with the terms of its various financing arrangements; the Company’s ability to utilize its net operating losses to offset
future taxable income; the material disruption of the Company’s strategic operating plan as a result of the COVID-19 pandemic
and the Company’s ability to execute its strategic operating plans in the long term; general economic conditions (including
interest rates, foreign currency exchange rates, investment or credit market conditions, crude oil prices, costs of aircraft fuel
and energy refining capacity in relevant markets); risks of doing business globally, including instability and political developments
that may impact its operations in certain countries; demand for travel and the impact that global economic and political conditions
have on customer travel patterns; the Company’s capacity decisions and the capacity decisions of its competitors; competitive
pressures on pricing and on demand; changes in aircraft fuel prices; disruptions in the Company’s supply of aircraft fuel;
the Company’s ability to cost-effectively hedge against increases in the price of aircraft fuel, if it decides to do so;
the effects of any technology failures, cybersecurity or significant data breaches; disruptions to services provided by third-party
service providers; potential reputational or other impact from adverse events involving the Company’s aircraft or operations,
the aircraft or operations of its regional carriers or its code share partners or the aircraft or operations of another airline;
the Company’s ability to attract and retain customers; the effects of any terrorist attacks, international hostilities or
other security events, or the fear of such events; the mandatory grounding of aircraft in the Company’s fleet; disruptions
to the Company’s regional network as a result of the COVID-19 pandemic or otherwise; the impact of regulatory, investigative
and legal proceedings and legal compliance risks; the success of the Company’s investments in other airlines, including in
other parts of the world, which involve significant challenges and risks, particularly given the impact of the COVID-19 pandemic;
industry consolidation or changes in airline alliances; the ability of other air carriers with whom the Company has alliances or
partnerships to provide the services contemplated by the respective arrangements with such carriers; costs associated with any
modification or termination of the Company’s aircraft orders; disruptions in the availability of aircraft, parts or support
from its suppliers; the Company’s ability to maintain satisfactory labor relations and the results of any collective bargaining
agreement process with its union groups; any disruptions to operations due to any potential actions by the Company’s labor
groups; labor costs; the impact of any management changes; extended interruptions or disruptions in service at major airports where
the Company operates; U.S. or foreign governmental legislation, regulation and other actions (including Open Skies agreements,
environmental regulations and the United Kingdom’s withdrawal from the European Union); the seasonality of the airline industry;
weather conditions; the costs and availability of aviation and other insurance; the Company’s ability to realize the full
value of its intangible assets and long-lived assets; any impact to the Company’s reputation or brand image and other risks
and uncertainties set forth under Part I, Item 1A., “Risk Factors,” of the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2019, as updated by the Company’s Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2020, as well as other risks and uncertainties set forth from time to time in the reports the Company files with
the U.S. Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
UNITED AIRLINES HOLDINGS, INC. |
| |
UNITED AIRLINES, INC. |
| |
|
|
| |
By: |
/s/ Brett J. Hart |
| |
Name: |
Brett J. Hart |
| |
Title: |
President |
Date: September 18, 2020
