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 11, 2015
UNITED CONTINENTAL 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 File Number) | (IRS Employer | ||
| of incorporation) | 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | 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)) |
| Item 7.01 | Regulation FD Disclosure |
On September 11, 2015, United Continental Holdings, Inc. (“UCH”), United Airlines, Inc., a wholly-owned subsidiary of the Company (“United”), and Mileage Plus Holdings, LLC, a wholly-owned subsidiary of UCH and United (“MPH” and together with UCH and United, the “Company”) entered into a Second Amended and Restated Co-Branded Card Marketing Services Agreement (as amended from time to time, the “Agreement”) with Chase Bank USA, N.A. (“Chase”), pursuant to which members of the Company’s MileagePlus® loyalty program earn frequent flyer miles for making purchases using a MileagePlus® credit card issued by Chase.
The Agreement provides for joint marketing and other support for the MileagePlus® credit card. The Agreement, which replaces the prior co-branded card marketing services agreement among UCH, United, MPH and Chase, also extends the term of the agreement and modifies certain other terms of the agreement. In connection with the Agreement, United and MPH entered into an amendment and extension of their Amended and Restated Co-Branded Card Strategic Alliance Agreement with Visa U.S.A., Inc. (“Visa”), and United amended and extended its Merchant Services Bankcard Agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”) and Paymentech LLC.
The Company currently estimates that its second half 2015 operating revenues under generally accepted accounting principles will increase by approximately $200 million from the combined impact of the Agreement, the amendments to the agreements with Visa, JPMorgan and Paymentech LLC, and updated assumptions for accounting purposes. United, Chase Card Services and Visa, Inc. issued a joint press release announcing the extension of the United MileagePlus® credit card program, which is attached hereto as Exhibit 99.1.
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, 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.
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 financial 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. Additionally, forward-looking statements include statements which 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: its ability to comply with the terms of its various financing arrangements; the costs and availability of financing; its ability to maintain adequate liquidity; its ability to execute its operational plans and revenue-generating initiatives, including optimizing its revenue; its ability to control its costs, including realizing benefits from its resource optimization efforts, cost reduction initiatives and fleet replacement programs; its ability to utilize its net operating losses; its ability to attract and retain customers; demand for transportation in the markets in which it operates; an outbreak of a disease that affects travel demand or travel behavior; demand for travel and the impact that global economic conditions have on customer travel patterns; excessive taxation and the inability to offset future taxable income; 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); economic and political instability and other risks of doing business globally; its ability to cost-effectively hedge against increases in the price of aircraft fuel; any potential realized or unrealized gains or losses related to fuel or currency hedging programs; the effects of any hostilities, act of war or terrorist attack; 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; disruptions to its regional network; the costs and
availability of aviation and other insurance; industry consolidation or changes in airline alliances; competitive pressures on pricing and on demand; its capacity decisions and the capacity decisions of its competitors; U.S. or foreign governmental legislation, regulation and other actions (including open skies agreements and environmental regulations); the impact of regulatory, investigative and legal proceedings and legal compliance risks; labor costs; its ability to maintain satisfactory labor relations and the results of the collective bargaining agreement process with its union groups; any disruptions to operations due to any potential actions by its labor groups; weather conditions; and other risks and uncertainties set forth under Part I, Item 1A., “Risk Factors” of the Company’s Form 10-K for the year ended December 31, 2014, 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. |
| Exhibit No. |
Description | |
| 99.1* | Press Release issued by United Airlines, Inc., Chase Card Services and Visa Inc. dated September 16, 2015 | |
| * | Furnished herewith electronically. |
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 CONTINENTAL HOLDINGS, INC. | ||
| UNITED AIRLINES, INC. | ||
| By: | /s/ James Compton | |
| Name: | James Compton | |
| Title: | Vice Chairman and Chief Revenue Officer | |
Date: September 16, 2015
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1* | Press Release issued by United Airlines, Inc., Chase Card Services and Visa Inc. dated September 16, 2015 | |
| * | Furnished herewith electronically. |
Exhibit 99.1
|
|
|
Chase, Visa and United Airlines On Board for Multi-Year Extension
to Credit Card Program
Partnership extension will continue providing United MileagePlus® Cards from Chase
WILMINGTON, Del. – Sept. 16, 2015 – Chase Card Services, a division of JPMorgan Chase & Co. [NYSE: JPM], Visa Inc. [NYSE: V] and United Airlines [NYSE: UAL] today announced the extension of the popular United MileagePlus® credit card program. The multi-year agreements extend the more than 20-year legacy of providing exceptional benefits tailored for consumer and business cardmembers.
“This renewal reinforces our long-standing commitment to providing our mutual customers valuable rewards and travel privileges to get the most out of their travel,” said Eileen Serra, chief executive officer of Chase Card Services. “We are thrilled to continue this successful partnership, and look forward to collaborating on the progression of the overall program.”
“The partnership between United Airlines, Chase and Visa creates great value for our customers, offering them an unmatched set of products and services when they fly on United and every day,” said Tom O’Toole, senior vice president and chief marketing officer of United Airlines. “Our continued partnership ensures that we will continue to advance these benefits for years to come.”
“We are pleased to extend our partnership with United to continue to offer customers one of the world’s most popular rewards card programs,” said Ryan McInerney, President, Visa Inc. “Our long and rich history together provides a unique opportunity to innovate and offer new experiences and benefits to United travelers.”
This extension will continue offering a rich credit card program across multiple products including the United MileagePlus® Explorer, United MileagePlus® Explorer Business and United MileagePlus® Club cards. Additionally, cardmembers will continue to enjoy access to exclusive events with InsideAccess.com as well as exclusive luxury hotel and resort privileges.
About United
United Airlines and United Express operate an average of nearly 5,000 flights a day to 362 airports across six continents. In 2014, United and United Express operated nearly two million flights carrying 138 million customers. United is proud to have the world’s most comprehensive route network, including U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C. United operates nearly 700 mainline aircraft, and this year, the airline anticipates taking delivery of 34 new Boeing aircraft, including the 787-9 and the 737-900ER. United is also welcoming 49 new Embraer E175 aircraft to United Express. The airline is a founding member of Star Alliance, which provides service to 192 countries via 28 member airlines. More than 84,000 United employees reside in every U.S. state and in countries around the world. For more information, visit united.com, follow @United on Twitter or connect on Facebook. The common stock of United’s parent, United Continental Holdings, Inc., is traded on the NYSE under the symbol UAL.
About Visa
Visa Inc. (NYSE: V) is a global payments technology company that connects consumers, businesses, financial institutions, and governments in more than 200 countries and territories to fast, secure and reliable electronic payments. We operate one of the world’s most advanced processing networks — VisaNet — that is capable of handling more than 65,000 transaction messages a second, with fraud
Media contacts:
Chase: Ashley Dodd, (302) 282-5011, Ashley.e.Dodd@Chase.com
Visa: Nicole Kenyon, (650) 432-7005, NKenyon@visa.com
United Airlines: Rahsaan Johnson, (872) 825-8628, Rahsaan.Johnson@united.com
protection for consumers and assured payment for merchants. Visa is not a bank and does not issue cards, extend credit or set rates and fees for consumers. Visa’s innovations, however, enable its financial institution customers to offer consumers more choices: pay now with debit, ahead of time with prepaid or later with credit products. For more information, visit usa.visa.com/about-visa, visacorporate.tumblr.com and @VisaNews.
About Chase
Chase is the U.S. consumer and commercial banking business of JPMorgan Chase & Co. (NYSE: JPM), a leading global financial services firm with assets of $2.6 trillion and operations worldwide. Chase serves nearly half of America’s households with a broad range of financial services, including personal banking, credit cards, mortgages, auto financing, investment advice, small business loans and payment processing. Customers can choose how and where they want to bank: More than 5,500 branches, 18,000 ATMs, mobile, online and by phone. For more information, go to Chase.com.
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