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 9, 2014

Republic Airways Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-49697 06-1449146

(Commission File Number) (IRS Employer Identification No.)

8909 Purdue Road

Suite 300

Indianapolis, IN 46268

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (317) 484-6000

None.

(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 (see General Instruction A.2. below):

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))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition.

On July 9, 2014, Republic Airways Holdings Inc. issued a press release announcing certain preliminary operating results for the second quarter ended June 30, 2014 and updating its second quarter guidance. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K is being furnished under Item 2.02 and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward Looking Information

Statements regarding the Company’s operational and financial success, business model, expectations about future success, competitive environment, improved operational performance and our ability to maintain or improve our low costs are forward-looking statements and are not historical facts. Instead, they are estimates or projections involving numerous risks or uncertainties, including but not limited to, consumer demand and acceptance of services offered by the Company, the Company’s ability to maintain current cost levels, and actions by competitors, regulatory matters and general economic conditions. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, including but not limited to the Company’s annual report on Form 10-K for the year ended December 31, 2013, or as supplemented in the Company’s subsequently filed periodic reports. The Company disclaims any obligation or duty to update or correct any of its forward-looking statements.

Item 9.01Financial Statements and Exhibits .

(d)    Exhibits.

99.1    Press Release of Republic Airways Holdings Inc. issued on July 9, 2014.

(All other items on this report are inapplicable.)

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.

REPUBLIC AIRWAYS HOLDINGS INC.

By:    /s/ Timothy P. Dooley    

Name:    Timothy P. Dooley

Title: Executive Vice President and Chief Financial Officer

Dated: July 9, 2014

EXHIBIT INDEX

Exhibit NumberDescription

99.1    Press Release of Republic Airways Holdings Inc. issued on July 9, 2014.

EX-99.1

For Immediate Release:

Republic Airways Holdings reports June 2014 traffic

and updates 2^nd quarter 2014 financial guidance

Indianapolis, Indiana (July 9, 2014) - Republic Airways Holdings Inc. (NASDAQ/NM: RJET) today reported preliminary passenger traffic results for June 2014 and updated its 2^nd quarter 2014 financial guidance.

The Company generated more than 1 billion revenue passenger miles (RPMs) in June, a 16% increase over the same period in 2013, on a 13% increase in available seat miles (ASMs). Block hours increased 5%, and the load factor increased two percentage points from the same period in 2013. The Company continues to replace smaller regional jets with larger capacity E175s. Republic Airways carried more than 2 million passengers, an 8% increase compared to June 2013.

	June
	2014		2013
	Total		Total		Change
RPMs (000s)	1,036,653		896,734		16	%
ASMs (000s)	1,257,099		1,109,748		13	%
Block Hrs	64,901		62,008		5	%
LF %	82.5	%	80.8	%	2 pts
Passengers	2,023,355		1,867,806		8	%
Departures	36,121		36,467		-1	%

	Quarter to Date
	2014		2013
	Total		Total		Change
RPMs (000s)	3,035,968		2,618,701		16	%
ASMs (000s)	3,714,947		3,338,175		11	%
Block Hrs	191,748		187,087		2	%
LF %	81.7	%	78.4	%	3 pts
Passengers	5,899,696		5,505,182		7	%
Departures	106,499		110,399		-4	%

	Year to Date
	2014		2013
	Total		Total		Change
RPMs (000s)	5,601,606		4,913,161		14	%
ASMs (000s)	7,081,209		6,505,897		9	%
Block Hrs	377,361		364,666		3	%
LF %	79.1	%	75.5	%	4 pts
Passengers	11,038,416		10,285,323		7	%
Departures	209,848		213,023		-1	%

The Company’s updated financial guidance for the 2^nd quarter 2014 is as follows:

	Previous	Revised
($ in millions, except per share amounts)	2Q 2014 Guidance	2Q 2014 Guidance
Operating revenues	$340 to $350	no change
Pre-tax margin %	7.5% to 8.5%	8.5% to 9.5%
Diluted earnings per share	$0.30 to $0.35	$0.35 to $0.40
Unrestricted cash	$250 to $255	~ $260

In addition to historical information, this release contains forward-looking statements. Republic Airways Holdings Inc. may, from time to time, make written or oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements encompass Republic Airways' beliefs, expectations, hopes or intentions regarding future events. Words such as “expects,” “intends,” “believes,” “anticipates,” “may,” “will,” “should,” “plan,” “estimate,” “predict,” “potential,” “continue,” or “likely” and similar expressions as well as the negative of such expressions are used to identify forward-looking statements. All forward-looking statements included in this release are made as of the date hereof and are based on information available to Republic Airways as of such date. Republic Airways assumes no obligation to update any forward-looking statement. Actual results may vary, and could differ materially, from those anticipated, estimated, projected or expected in these forward-looking statements for a number of reasons, including, among others, the risk factors disclosed in the Company's most recent filing with the Securities and Exchange Commission.

Republic Airways Holdings Inc., based in Indianapolis, Indiana, is an airline holding company that owns Chautauqua Airlines, Republic Airlines and Shuttle America, collectively called “the airlines.” The airlines operate a combined fleet of about 240 aircraft and offer scheduled passenger service on about 1,300 flights daily to about 110 cities in the U.S., Canada and the Bahamas through fixed-fee flights operated under our major airline partner brands, including American Eagle, Delta Connection, United Express and US Airways Express. The airlines currently employ about 6,300 aviation professionals. For more information about Republic Airways, please visit our website at www.rjet.com.

Contact: Scott Thien

Republic Airways Holdings

(317) 471-2470

scott.thien@rjet.com

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