Form 8-K

 

 

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): July 11, 2017

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))

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  ☐

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.  ☐

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On July 11, 2017, United Continental Holdings, Inc. (“UAL”), the holding company whose primary subsidiary is United Airlines, Inc. (“United,” and together with UAL, the “Company”), will provide an investor update related to the preliminary financial and operational results for the Company for second quarter 2017. The investor update is attached as Exhibit 99.1 and is incorporated by reference.

The information in this Item 2.02, 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 (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On July 11, 2017, United issued a press release reporting its June 2017 operational results. The press release is attached as Exhibit 99.2 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, 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, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

 

Exhibit

No.

  

Description

99.1*    United Continental Holdings, Inc. Investor Update dated July 11, 2017
99.2*    Press Release issued by United Airlines, Inc. dated July 11, 2017

 

* Furnished herewith electronically.


SIGNATURES

Pursuant to the requirements of the Exchange Act, 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/ Chris Kenny

    Name:    Chris Kenny
    Title:    Vice President and Controller
Date: July 11, 2017      


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1*    United Continental Holdings, Inc. Investor Update dated July 11, 2017
99.2*    Press Release issued by United Airlines, Inc. dated July 11, 2017

 

* Furnished herewith electronically.
EX-99.1

Exhibit 99.1

 

LOGO     LOGO
Investor Update     Issue Date: July 11, 2017

This investor update provides guidance and certain forward-looking statements about United Continental Holdings, Inc. (the “Company” or “UAL”). The information in this investor update contains the preliminary financial and operational outlook for the Company for the second quarter of 2017.

 

Second-Quarter 2017 Financial Update

  Estimated 2Q 2017  

Consolidated Capacity Year-Over-Year Change Higher/(Lower)

      4.2  

Pre-Tax Margin, as adjusted1

    12.5     —         13.5

Revenue

     

Consolidated PRASM (¢/ASM)

      ~12.77    

Year-Over-Year Change Higher/(Lower)

      ~2.0  

Cargo Revenue ($M)

  $ 245       —       $ 265  

Other Revenue ($M)

  $ 1,115       —       $ 1,135  

Non-Fuel Operating Expense

     

Consolidated CASM Excluding Profit Sharing, Fuel & Third-Party Business Expense1 (¢/ASM)

    9.86       —         9.90  

Year-Over-Year Change Higher/(Lower)

    3.0     —         3.5

Third-Party Business Expense2 ($M)

    $ 75    

Aircraft Rent ($M)

    $ 150    

Depreciation and Amortization ($M)

    $ 535    

Profit Sharing ($M)

  $ 140       —       $ 160  

Consolidated Fuel Expense

     

Fuel Consumption (Million Gallons)

      1,023    

Consolidated Average Aircraft Fuel Price per Gallon 3, 4

    $ 1.63    

Non-Operating Expense ($M)

  $ 120       —       $ 130  

Effective Income Tax Rate

      ~36  

Gross Capital Expenditures5 ($M)

  $ 1,235       —       $ 1,255  

Diluted Share Count6 (M)

      308    

Quarter End Liquidity ($B)

     

Unrestricted Cash, Cash Equivalents and Short-Term Investments ($B)

    $ 4.6    

Undrawn Commitments Under Revolving Credit Facility ($B)

    $ 2.0    

 

1. Excludes special charges, the nature and amount of which are not determinable at this time
2. Third-party business revenue associated with third-party business expense is recorded in other revenue
3. Fuel price including taxes and fees
4. This price per gallon corresponds to the fuel expense line of the income statement
5. Capital expenditures include net purchase deposits and are further adjusted to a non-GAAP basis to include assets acquired through the issuance of debt and capital leases and airport construction financing while excluding fully reimbursable capital projects. The Company believes this is useful to investors in order to appropriately reflect the non-reimbursable funds spent on capital expenditures
6. Diluted share count is approximately equal to basic share count

 

 

 

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LOGO

 

Capacity: In the second quarter of 2017, year-over-year mainline completion factor was approximately 0.6 points higher due to better operational performance. This resulted in consolidated capacity of 4.2 percent year-over-year, above the Company’s original guidance range of 3.0 to 4.0 percent for the second quarter of 2017.

Passenger Revenue: The Company now expects second-quarter 2017 consolidated passenger unit revenue to be up approximately 2.0 percent compared to the second quarter of 2016, the mid-point of the Company’s original guidance range of 1.0 to 3.0 percent. With the exception of the Pacific, all regions performed in-line with to slightly better than initial expectations. As noted in the May traffic release, the Pacific region experienced incremental weakness in the quarter due to unfavorable supply and demand dynamics in China and Hong Kong.

Cargo and Other Revenue: Second-quarter 2017 cargo and other revenue is expected to be higher than initial expectations, largely driven by better cargo volumes and higher ancillary revenue.

Non-Fuel Expense: Second-quarter 2017 non-fuel unit cost is expected to be lower than initial expectations due to higher capacity in the quarter and timing of certain real estate and other expenses.

Profit Sharing: Based on profit sharing plans in current labor agreements, the Company expects to pay:

    Approximately 7.6% of total adjusted earnings up to a 6.9% adjusted pre-tax margin
    Approximately 13.6% for any adjusted earnings above a 6.9% adjusted pre-tax margin
    Approximately 1.7% for any adjusted earnings above the prior year’s adjusted pre-tax earnings

Adjusted earnings for the purposes of profit sharing are calculated as GAAP pre-tax earnings, excluding special charges, profit sharing expense and share-based compensation program expense. The Company estimates that share-based compensation expense for the purposes of the profit sharing calculation will be approximately $56 million through the second quarter of 2017.

Taxes: The Company expects a tax rate of approximately 36% for the second quarter of 2017. However, the Company expects that there will be no material cash taxes for the second quarter of 2017 due to United’s net operating loss carryforwards (NOLs), which were approximately $4.4 billion as of year-end 2016.

Gross Capital Expenditures: Second-quarter 2017 gross capital expenditures are higher than the Company’s original guidance range due to a change in timing of pre-delivery payments associated with future aircraft deliveries.

 

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2


LOGO

 

Second-Quarter 2017 Traffic and Capacity

 

     Estimated 2Q 2017    Year-Over-Year %
Change Higher/(Lower)

REVENUE PASSENGER MILES (000)

         

Domestic

       32,253        6.0%

Mainline

       26,667        8.9%

Regional1

       5,586        (6.1%)

International

       24,103        2.2%

Atlantic

       9,917        1.0%

Pacific

       8,591        1.1%

Latin

       5,595        6.4%

Mainline

       5,379        6.8%

Regional1

       216        (3.1%)

Consolidated

       56,356        4.3%

AVAILABLE SEAT MILES (000)

         

Domestic

       37,147        5.6%

Mainline

       30,450        7.9%

Regional1

       6,697        (3.7%)

International

       30,320        2.6%

Atlantic

       12,835        (1.5%)

Pacific

       10,715        4.8%

Latin

       6,770        7.5%

Mainline

       6,473        8.3%

Regional1

       297        (6.6%)

Consolidated

       67,467        4.2%

PASSENGER LOAD FACTOR

         

Domestic

       86.8%        0.3 pts  

Mainline

       87.6%        0.8 pts  

Regional1

       83.4%        (2.2) pts  

International

       79.5%        (0.3) pts  

Atlantic

       77.3%        1.9 pts  

Pacific

       80.2%        (2.9) pts  

Latin

       82.6%        (0.9) pts  

Mainline

       83.1%        (1.1) pts  

Regional1

       72.7%        2.6 pts  

Consolidated

       83.5%        0.0 pts  

 

1 Regional results reflect flights operated under capacity purchase agreements

Note: See Part II, Item 6 Selected Financial Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for the definition of these statistics

 

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LOGO

 

GAAP to Non-GAAP Reconciliations

UAL is providing guidance utilizing various accounting principles generally accepted in the United States of America (“GAAP”) and Non-GAAP financial measures, including pre-tax margin, as adjusted and cost per available seat mile (“CASM”), as adjusted. CASM is a common metric used in the airline industry to measure an airline’s cost structure and efficiency. UAL reports CASM excluding profit sharing, third-party business expenses, fuel and special charges. Non-GAAP financial measures are presented because they provide management and investors the ability to measure and monitor UAL’s performance on a consistent basis.

Pursuant to SEC Regulation G, UAL has included the following reconciliation of reported Non-GAAP financial measures to comparable financial measures reported on a GAAP basis.

UAL believes excluding profit sharing allows investors to better understand and analyze our recurring cost performance and provides a more meaningful comparison of our core operating costs to the airline industry. UAL believes that adjusting for special charges is useful to investors because they are non-recurring charges not indicative of UAL’s ongoing performance. UAL also believes that excluding third-party business expenses, such as maintenance, ground handling and catering services for third parties, fuel sales and non-air mileage redemptions, provides more meaningful disclosure because these expenses are not directly related to UAL’s core business. UAL believes that excluding fuel costs from certain measures is useful to investors because it provides an additional measure of management’s performance excluding the effects of a significant cost item over which management has limited influence.

 

Consolidated Unit Cost (¢/ASM)    Estimated
2Q 2017
 

Consolidated CASM Excluding Special Charges (a)

     12.65        –          12.72  

Less: Profit Sharing

     0.21        –          0.24  
  

 

 

       

 

 

 

Consolidated CASM Excluding Profit Sharing & Special Charges

     12.44        –          12.48  

Less: Third-Party Business Expenses

     0.11        –          0.11  
  

 

 

       

 

 

 

Consolidated CASM Excluding Profit Sharing, Third-Party Business Expenses & Special Charges

     12.33        –          12.37  

Less: Fuel Expense (b)

     2.47        –          2.47  
  

 

 

       

 

 

 

Consolidated CASM Excluding Profit Sharing, Third-Party Business Expenses, Fuel & Special Charges

     9.86        –          9.90  

 

(a) Excludes special charges. While the Company anticipates that it will record such special charges throughout the year, at this time the Company is unable to provide an estimate of these charges with reasonable certainty.

(b) Both the cost and availability of fuel are subject to many economic and political factors and are therefore beyond the Company’s control.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

Certain statements included in this investor update are forward-looking and thus reflect our 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 our 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,” “believes,” “forecast,” “guidance,” “outlook,” “goals” 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 investor update are based upon information available to us on the date of this investor update. We undertake 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. Our actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: our ability to comply with the terms of our various financing arrangements; the costs and availability of financing; our ability to maintain adequate liquidity; our ability to execute our operational plans and revenue-generating initiatives, including optimizing our revenue; our ability to control our costs, including realizing benefits from our resource optimization efforts, cost reduction initiatives and fleet replacement programs; costs associated with any modification or termination of our aircraft orders; our ability to utilize our net operating losses; our ability to attract and retain customers; potential reputational or other impact from adverse events in our operations; demand for transportation in the markets in which we operate; an outbreak of a disease that affects travel demand or travel behavior; demand for travel and the impact that global economic and political 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); our 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; economic and political instability and other risks of doing business globally; the effects of any hostilities, act of war or terrorist attack; the ability of other air carriers with whom we have alliances or partnerships to provide the services contemplated by the respective arrangements with such carriers; the effects of any technology failures or cybersecurity breaches; disruptions to our regional network; the costs and availability of aviation and other insurance; industry consolidation or changes in airline alliances; the success of our investments in airlines in other parts of the world; competitive pressures on pricing and on demand; our capacity decisions and the capacity decisions of our 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; the impact of any management changes; labor costs; our ability to maintain satisfactory labor relations and the results of any collective bargaining agreement process with our union groups; any disruptions to operations due to any potential actions by our labor groups; weather conditions; and other risks and uncertainties set forth under Part I, Item 1A., “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as well as other risks and uncertainties set forth from time to time in the reports we file with the U.S. Securities and Exchange Commission.

For further questions, contact Investor Relations at (872) 825-8610 or investorrelations@united.com.

 

####

4

EX-99.2

Exhibit 99.2

LOGO    LOGO

United Reports June 2017

Operational Performance

CHICAGO, July 11, 2017 – United Airlines (UAL) today reported June 2017 operational results.

UAL’s June 2017 consolidated traffic (revenue passenger miles) increased 3.4 percent and consolidated capacity (available seat miles) increased 5.0 percent versus June 2016. UAL’s June 2017 consolidated load factor decreased 1.4 points compared to June 2016.

Scott Kirby, president of United Airlines, said, “As we continue to put our customers at the center of everything we do, one of the most valuable things we can provide is the safest and most reliable operation. In June we continued our impressive streak, finishing the second quarter as the best airline operation among major competitors – all while carrying more customers on our flights than ever before. Last month’s performance capped off an exceptional first half for our operation, and we look to continue this momentum through the second half of the year and beyond. We are on an exciting journey – one only made possible through the hard work and professionalism of the more than 87,000 United team members driving us to be the best airline for our customers and everyone we serve.”

The company now expects second-quarter 2017 consolidated passenger unit revenue to be up approximately 2.0 percent compared to the second quarter of 2016, the mid-point of the company’s original guidance range of 1.0 to 3.0 percent. With the exception of the Pacific, all regions performed in-line with to slightly better than initial expectations. As noted in the May traffic release, the Pacific region experienced incremental weakness in the quarter due to unfavorable supply and demand dynamics in China and Hong Kong.

About United

United Airlines and United Express operate approximately 4,500 flights a day to 338 airports across five continents. In 2016, United and United Express operated more than 1.6 million flights carrying more than 143 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 748 mainline aircraft and the airline’s United Express carriers operate 475 regional aircraft. The airline is a founding member of Star Alliance, which provides service to more than 190 countries via 28 member airlines. 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”.

 

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United Reports June 2017 Operational Performance / Page 2

 

Preliminary Operational Results

 

     June      Year-to-Date  
    

2017

    

2016

    

Change

    

2017

    

2016

    

Change

 

REVENUE PASSENGER MILES (000)

                 

Domestic

     11,486,442        10,834,525        6.0%        59,337,722        56,584,364        4.9%  

Mainline

     9,606,457        8,771,888        9.5%        48,546,418        45,134,623        7.6%  

Regional

     1,879,985        2,062,637        (8.9%)        10,791,304        11,449,741        (5.8%)  

International

     8,802,176        8,788,153        0.2%        44,629,377        44,014,313        1.4%  

Atlantic

     3,840,347        3,859,530        (0.5%)        16,309,965        16,398,779        (0.5%)  

Pacific

     3,020,271        3,061,851        (1.4%)        16,763,543        16,376,906        2.4%  

Latin

     1,941,558        1,866,772        4.0%        11,555,869        11,238,628        2.8%  

Mainline

     1,871,725        1,787,626        4.7%        11,116,666        10,787,233        3.1%  

Regional

     69,833        79,146        (11.8%)        439,203        451,395        (2.7%)  

Consolidated

     20,288,618        19,622,678        3.4%        103,967,099        100,598,677        3.3%  

AVAILABLE SEAT MILES (000)

                 

Domestic

     13,140,909        12,198,154        7.7%        69,663,220        66,715,366        4.4%  

Mainline

     10,900,210        9,834,371        10.8%        56,547,402        52,987,862        6.7%  

Regional

     2,240,699        2,363,783        (5.2%)        13,115,818        13,727,504        (4.5%)  

International

     10,523,689        10,341,814        1.8%        57,611,511        56,282,895        2.4%  

Atlantic

     4,691,113        4,736,497        (1.0%)        22,262,483        22,573,993        (1.4%)  

Pacific

     3,530,620        3,445,398        2.5%        21,279,851        20,057,194        6.1%  

Latin

     2,301,956        2,159,919        6.6%        14,069,177        13,651,708        3.1%  

Mainline

     2,209,517        2,058,597        7.3%        13,437,289        12,997,935        3.4%  

Regional

     92,439        101,322        (8.8%)        631,888        653,773        (3.3%)  

Consolidated

     23,664,598        22,539,968        5.0%        127,274,731        122,998,261        3.5%  

PASSENGER LOAD FACTOR

                 

Domestic

     87.4%        88.8%        (1.4) pts        85.2%        84.8%        0.4 pts  

Mainline

     88.1%        89.2%        (1.1) pts        85.9%        85.2%        0.7 pts  

Regional

     83.9%        87.3%        (3.4) pts        82.3%        83.4%        (1.1) pts  

International

     83.6%        85.0%        (1.4) pts        77.5%        78.2%        (0.7) pts  

Atlantic

     81.9%        81.5%        0.4 pts        73.3%        72.6%        0.7 pts  

Pacific

     85.5%        88.9%        (3.4) pts        78.8%        81.7%        (2.9) pts  

Latin

     84.3%        86.4%        (2.1) pts        82.1%        82.3%        (0.2) pts  

Mainline

     84.7%        86.8%        (2.1) pts        82.7%        83.0%        (0.3) pts  

Regional

     75.5%        78.1%        (2.6) pts        69.5%        69.0%        0.5 pts  

Consolidated

     85.7%        87.1%        (1.4) pts        81.7%        81.8%        (0.1) pts  

ONBOARD PASSENGERS (000)

                 

Mainline

     10,087        9,203        9.6%        51,909        47,916        8.3%  

Regional

     3,476        3,765        (7.7%)        19,443        20,587        (5.6%)  

Consolidated

     13,563        12,968        4.6%        71,352        68,503        4.2%  

CARGO REVENUE TON MILES (000)

                 

Total

     279,974        229,021        22.2%        1,575,732        1,301,211        21.1%  

OPERATIONAL PERFORMANCE

                 

Mainline Departure Performance1

     64.5%        59.9%        4.6 pts           

Mainline Completion Factor

     99.5%        99.2%        0.3 pts           

 

1 Based on mainline scheduled flights departing by or before scheduled departure time

Note: See Part II, Item 6 Selected Financial Data of the company’s Annual Report on Form 10-K for the year ended December 31, 2016 for the definition of these statistics

 

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United Reports June 2017 Operational Performance / Page 3

 

Safe Harbor Statement

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

Certain statements included in this investor update are forward-looking and thus reflect our 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 our 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,” “believes,” “forecast,” “guidance,” “outlook,” “goals,” “look to continue” 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 investor update are based upon information available to us on the date of this investor update. We undertake 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. Our actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: our ability to comply with the terms of our various financing arrangements; the costs and availability of financing; our ability to maintain adequate liquidity; our ability to execute our operational plans and revenue-generating initiatives, including optimizing our revenue; our ability to control our costs, including realizing benefits from our resource optimization efforts, cost reduction initiatives and fleet replacement programs; costs associated with any modification or termination of our aircraft orders; our ability to utilize our net operating losses; our ability to attract and retain customers; potential reputational or other impact from adverse events in our operations; demand for transportation in the markets in which we operate; an outbreak of a disease that affects travel demand or travel behavior; demand for travel and the impact that global economic and political 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); our ability to cost-effectively hedge against increases in the price of aircraft fuel if we decide to do so; any potential realized or unrealized gains or losses related to fuel or currency hedging programs; economic and political instability and other risks of doing business globally; the effects of any hostilities, act of war or terrorist attack; the ability of other air carriers with whom we have alliances or partnerships to provide the services contemplated by the respective arrangements with such carriers; the effects of any technology failures or cybersecurity breaches; disruptions to our regional network; the costs and availability of aviation and other insurance; industry consolidation or changes in airline alliances; the success of our investments in airlines in other parts of the world; competitive pressures on pricing and on demand; our capacity decisions and the capacity decisions of our 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; the impact of any management changes; labor costs; our ability to maintain satisfactory labor relations and the results of any collective bargaining agreement process with our union groups; any disruptions to operations due to any potential actions by our labor groups; weather conditions; and other risks and uncertainties set forth under Part I, Item 1A., “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as well as other risks and uncertainties set forth from time to time in the reports we file with the U.S. Securities and Exchange Commission.

 

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