UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Securities registered or to be 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. | ||||||
| United Airlines, Inc. | None | None | None |
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| Item 7.01 | Regulation FD Disclosure. |
On May 1, 2020, United Airlines, Inc. ("United"), a wholly-owned subsidiary of United Airlines Holdings, Inc. (together with United, the "Company") distributed a letter to the Company’s employees which provided an update on the Company’s expectations regarding payments pursuant to the Company’s Annual Incentive Program and Profit Sharing Program for 2020. This internal communication is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
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.
Cautionary Statement Regarding Forward-Looking Statements:
Certain statements in this Current Report on Form 8-K, including statements regarding the potential impacts of the COVID-19 pandemic and steps we plan to take in response thereto, 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 existing global COVID-19 pandemic and the outbreak of any other disease or similar public health threat that affects travel demand or travel behavior; 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; our significant amount of financial leverage from fixed obligations and ability to seek additional liquidity and maintain adequate liquidity; our ability to comply with the terms of our various financing arrangements; the material disruption of our strategic operating plan as a result of COVID-19, and our ability to execute our 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 our Current Report on Form 8-K dated April 21, 2020, as well as other risks and uncertainties set forth from time to time in the reports it files with the U.S. Securities and Exchange Commission.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
| 99.1 | Letter to Employees, dated May 1, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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UNITED AIRLINES HOLDINGS, INC. UNITED AIRLINES, INC. | ||
| By: | /s/ Jennifer L. Kraft | |
| Name: | Jennifer L. Kraft | |
| Title: | Vice President and Secretary | |
| Date: May 1, 2020 | ||
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Exhibit 99.1
A message from Kate Gebo, Executive Vice President, Human Resources and Labor Relations
To all employees:
I hope you and your family are well.
I expect you read the news related to our first quarter earnings – which reveals the difficult, unprecedented financial circumstances that we’re dealing with right now.
As you’ve heard repeatedly, we are aggressively and proactively reducing costs in every aspect of our business. Our May schedule is down 90% and we expect the same in June. I want to thank all of your who have participated or are participating in our voluntary leave programs or taking ANP. This is one of the biggest things you can do to help United at this time.
Additionally, we’ve suspended merit increases for our management and administrative staff, put a freeze on hiring, reduced vendor and third party spend significantly, reduced the base salaries of all of our Officers by 50%, and cut Oscar and Scott’s base salaries by 100%.
With that context, I wanted to share an update about our Annual Incentive Program and Profit Sharing Program. Under the design of both these programs, we are required to make a profit in order to make a payment to employees. Given the drop in travel demand and financial outlook for United Airlines, it is extremely unlikely that either of these programs will pay out for 2020. While this may be obvious to some, in the spirit of transparency, I thought it was important to be direct.
Of course, this is difficult news to deliver because we know that so many of you are persevering through tough circumstances - personally and professionally - and working particularly hard to help United through this crisis.
Please know how much we appreciate your commitment to our company. And continue to stay safe and take care of each other and your families.
Take care,
Kate
Kate Gebo
EVP Human Resources and Labor Relations