Item 7.01 Regulation FD Disclosure.
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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;
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description 99.1 Letter to theU.S. Treasury andCongress datedSeptember 18, 2020 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
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