Document
false0000766421 0000766421 2019-10-10 2019-10-10


 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

October 10, 2019
(Date of earliest event reported)

ALASKA AIR GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-8957
 
91-1292054
(Commission File Number)
 
(IRS Employer Identification No.)
Title of each class
Name of each exchange on which registered
Ticker Symbol
Common stock, $0.01 par value
New York Stock Exchange
ALK
19300 International Boulevard
Seattle
Washington
 
98188
(Address of Principal Executive Offices)
 
(Zip Code)

(206) 392-5040
(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 (see General Instruction A.2. below):

       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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. o

This document is also available on our website at http://investor.alaskaair.com.






ITEM 7.01. Regulation FD Disclosure

On October 10, 2019, Alaska Air Group, Inc. (Air Group) issued a press release announcing its September 2019 operational results.  The press release is furnished herein as Exhibit 99.1.

Also on October 10, 2019, Air Group provided an investor update related to its financial and operational outlook. The investor update is furnished herein as Exhibit 99.2.

In accordance with General Instruction B.2 of Form 8-K, the information under this item Exhibit 99.1 and Exhibit 99.2 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.  This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

ITEM 9.01 Financial Statements and Other Exhibits
 
September 2019 Traffic Press Release dated October 10, 2019
 
Investor Update dated October 10, 2019

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 thereunto duly authorized.

ALASKA AIR GROUP, INC.    
Registrant

Date: October 10, 2019     

/s/ CHRISTOPHER M. BERRY        
Christopher M. Berry
Vice President Finance and Controller







Exhibit


Exhibit 99.1
https://cdn.kscope.io/4d13ffe9da29d9c74c078921eb81c5f5-newheadera35.jpg
October 10, 2019


Contact:
 
Investor contact:
Media Relations
 
Emily Halverson
(206) 304-0008
 
Director, Investor Relations
newsroom@alaskaair.com
 
(206) 392-5908


Alaska Air Group reports September 2019 operational results

SEATTLE Alaska Air Group, Inc. (NYSE: ALK) today reported September and year-to-date operational results on a consolidated basis, for its mainline operations operated by subsidiary Alaska Airlines, Inc. (Alaska) and for its regional flying operated by subsidiary Horizon Air Industries, Inc. (Horizon) and third-party regional carriers SkyWest Airlines and Peninsula Airlines, a subsidiary of RAVN Air.

AIR GROUP
On a combined basis for all operations, Air Group reported a 6.4 percent increase in traffic on a 3.5 percent increase in capacity compared to September 2018. Load factor increased 2.2 points to 83 percent.

The following table shows the operational results for September and year-to-date compared to the prior-year periods:
 
September
 
Year-to-Date
 
2019
 
2018
 
Change
 
2019
 
2018
 
Change
Revenue passengers (000)
3,807
 
3,579
 
6.4%
 
35,018
 
34,685
 
1.0%
Revenue passenger miles RPM (000,000) "traffic"
4,452
 
4,186
 
6.4%
 
42,113
 
41,272
 
2.0%
Available seat miles ASM (000,000) "capacity"
5,365
 
5,183
 
3.5%
 
50,006
 
49,256
 
1.5%
Passenger load factor
83.0%
 
80.8%
 
2.2 pts
 
84.2%
 
83.8%
 
0.4 pts






MAINLINE
Mainline reported a 5.1 percent increase in traffic on a 2.4 percent increase in capacity compared to September 2018. Load factor increased 2.2 points to 83.2 percent. Mainline also reported 81.5 percent of its flights arrived on time in September 2019, compared to 85.2 percent reported in September 2018.

The following table shows mainline operational results for September and year-to-date compared to the prior-year periods:
 
September
 
Year-to-Date
 
2019
 
2018
 
Change
 
2019
 
2018
 
Change
Revenue passengers (000)
2,884
 
2,755
 
4.7%
 
26,725
 
27,107
 
(1.4)%
RPMs (000,000)
3,984
 
3,789
 
5.1%
 
37,917
 
37,677
 
0.6%
ASMs (000,000)
4,786
 
4,676
 
2.4%
 
44,816
 
44,730
 
0.2%
Passenger load factor
83.2%
 
81.0%
 
2.2 pts
 
84.6%
 
84.2%
 
0.4 pt
On-time arrivals as reported to U.S. DOT
81.5%
 
85.2%
 
(3.7) pts
 
80.3%
 
83.2%
 
(2.9) pts

REGIONAL
Regional traffic increased 17.9 percent on a 14.2 percent increase in capacity compared to September 2018. Load factor increased 2.6 points to 80.8 percent. Alaska's regional partners also reported 85.9 percent of its flights arrived on time in September 2019, compared to 83.4 percent in September 2018.

The following table shows regional operational results for September and year-to-date compared to the prior-year periods:
 
September
 
Year-to-Date
 
2019
 
2018
 
Change
 
2019
 
2018
 
Change
Revenue passengers (000)
923
 
824
 
12.0%
 
8,293
 
7,578
 
9.4%
RPMs (000,000)
468
 
397
 
17.9%
 
4,196
 
3,595
 
16.7%
ASMs (000,000)
579
 
507
 
14.2%
 
5,190
 
4,526
 
14.7%
Passenger load factor
80.8%
 
78.2%
 
2.6 pts
 
80.8%
 
79.4%
 
1.4 pts
On-time arrivals as reported to U.S. DOT
85.9%
 
83.4%
 
2.5 pts
 
83.6%
 
84.5%
 
(0.9) pts

Alaska Airlines and its regional partners fly 46 million guests a year to more than 115 destinations with an average of 1,200 daily flights across the United States and to Mexico, Canada and Costa Rica. With Alaska and Alaska Global Partners, guests can earn and redeem miles on flights to more than 900 destinations worldwide. Alaska Airlines ranked "Highest in Customer Satisfaction Among Traditional Carriers in North America" in the J.D. Power North America Airline Satisfaction Study for 12 consecutive years from 2008 to 2019. Learn about Alaska's award-winning service at newsroom.alaskaair.com and blog.alaskaair.com. Alaska Airlines and Horizon Air are subsidiaries of Alaska Air Group (NYSE: ALK).

# # #



Exhibit


Exhibit 99.2
https://cdn.kscope.io/4d13ffe9da29d9c74c078921eb81c5f5-alaskaairgrouplogob01.jpg

Investor Update – October 10, 2019

Note to Investors
This abbreviated Investor Update is being provided to communicate certain actual third quarter 2019 operating statistics.  It also includes forecasted total unit revenue (RASM), unit cost excluding fuel and other items (CASMex), estimated economic fuel cost per gallon for the quarter, expected non-operating income, and third quarter share repurchase information.

Unit revenue, unit cost and other financial forecasts are estimates only. Actual amounts reported may differ and are dependent on our normal quarter-end closing process.

A full Investor Update with information about fuel hedge positions, planned capital expenditures, fleet information, and share repurchase activity will be provided in connection with our third quarter earnings release scheduled for October 24, 2019.

References in this update to “Air Group,” “Company,” “we,” “us,” and “our” refer to Alaska Air Group, Inc. and its subsidiaries, unless otherwise specified.

Information about Non-GAAP Financial Measures 
This update includes forecasted operational and financial information for our operations. Our disclosure of operating cost per available seat mile excluding fuel and other items provides us (and may provide investors) with the ability to measure and monitor our performance. The most directly comparable GAAP measure is total operating expense per available seat mile. However, due to the large fluctuations in fuel prices, we are unable to predict total operating expense for any future period with any degree of certainty. In addition, we believe the disclosure of fuel expense on an economic basis is useful to investors in evaluating our ongoing operational performance. Please see the cautionary statement under “Forward-Looking Information.”

We are providing unaudited information about fuel price movements and the impact of our hedging program on our financial results. Management believes it is useful to compare results between periods on an “economic basis.” Economic fuel expense is defined as the raw or “into-plane” fuel cost less any cash we receive from hedge counterparties for hedges that settle during the period, offset by the recognition of premiums originally paid for those hedges that settle during the period. Economic fuel expense more closely approximates the net cash outflow associated with purchasing fuel for our operation.

Forward-Looking Information 
This update contains forward-looking statements subject to the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These statements relate to future events and involve known and unknown risks and uncertainties that may cause actual outcomes to be materially different from those indicated by any forward-looking statements. For a comprehensive discussion of potential risk factors, see Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2018, as well as in other documents filed by the Company with the SEC after the date thereof. Some of these risks include general economic conditions, increases in operating costs including fuel, competition, labor costs and relations, our indebtedness, inability to meet cost reduction goals, seasonal fluctuations in our financial results, an aircraft accident, changes in laws and regulations and risks inherent in the achievement of anticipated synergies and the timing thereof in connection with the acquisition of Virgin America. All of the forward-looking statements are qualified in their entirety by reference to the risk factors discussed therein. We operate in a continually changing business environment, and new risk factors emerge from time to time. Management cannot predict such new risk factors, nor can it assess the impact, if any, of such new risk factors on our business or events described in any forward-looking statements. We expressly disclaim any obligation to publicly update or revise any forward-looking statements after the date of this report to conform them to actual results. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance, or achievements that are expressed or implied by our forward-looking statements, and such differences might be significant and materially adverse.







AIR GROUP - CONSOLIDATED

Third Quarter 2019

Operating Statistics
 
Q3 2019
 
Q3 2018
 
% Change
Revenue passengers (in thousands)
12,574
 
12,128
 
3.7%
Traffic (RPMs in millions)
15,026
 
14,386
 
4.4%
Capacity (ASMs in millions)
17,519
 
16,943
 
3.4%
Load factor
85.8%
 
84.9%
 
0.9 pts

Forecast Information
 
Q3 2019 Forecast
 
Q3 2018
 
% Change
 
Prior Guidance September 4, 2019
Revenue per ASM (cents)
13.61¢ - 13.64¢
 
13.05¢
 
~ 4.4%
 
~ 3.0% - 5.0%
Cost per ASM excluding fuel and special items (cents)(b)
8.43¢ - 8.45¢
 
8.15¢
 
~ 3.4%
 
~ 5.0%
Fuel gallons (000,000)
227
 
218
 
~ 4.1%
 
230
Economic fuel cost per gallon(a)
$2.13
 
$2.33
 
~ (8.6)%
 
$2.15
(a)
Our economic fuel cost per gallon estimate for the third quarter includes the following per-gallon assumptions: crude oil cost – $1.34 ($56 per barrel); refining margin – 56 cents; cost of settled hedges – 2 cents; with the remaining difference due to taxes and other into-plane costs.
(b)
Our CASMex forecast has improved from our previous guidance due to higher than planned capacity in the quarter, productivity gains exceeding plan, and some maintenance cost shift into the final quarter of 2019.

Nonoperating Expense

We expect that our consolidated nonoperating expense will be approximately $6 million in the third quarter of 2019, benefited by realized gains on sales of securities during the quarter.

Effective Tax Rate

We expect our third quarter 2019 effective tax rate on adjusted earnings will be 23% due to a clarification of certain tax laws around bonus depreciation. We expect our 2019 full year effective tax rate will be approximately 24%.

Stock Repurchase and Share Count

In 2019, we have repurchased a total of 874,019 shares of common stock for approximately $53 million, on our way to an expected $75 million in total shares repurchased this year. We expect our weighted-average basic and diluted share counts will be 123.3 million and 124.1 million, respectively, for the third quarter of 2019.