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United States securities and exchange commission logo
December 22, 2020
Brandon S. Pederson
Executive Vice President/Finance and Chief Financial Officer
ALASKA AIR GROUP, INC.
19300 International Boulevard
Seattle, WA 98188
Re: ALASKA AIR GROUP,
INC.
Form 10-K for
Fiscal Year Ended December 31, 2019
Filed February 12,
2020
File No. 001-08957
Dear Mr. Pederson:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Annual Report on Form 10-K for Fiscal Year Ended December 31, 2019
General
1. We note that your forum
selection provision identifies the Court of Chancery of the State
of Delaware as the
exclusive forum for certain litigation, including any derivative
action. Please
disclose whether this provision applies to actions arising under the
Securities Act or
Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or
liability created by
the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all
suits brought to
enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.
If the provision applies to Securities Act claims, please also revise
your disclosure to
state that there is uncertainty as to whether a court would enforce such
provision and that
stockholders cannot waive compliance with the federal securities laws
and the rules and
regulations thereunder. In addition, please provide corresponding risk
Brandon S. Pederson
ALASKA AIR GROUP, INC.
December 22, 2020
Page 2
factor disclosure regarding the impact of your exclusive forum
provision on stockholders,
including that they may be subject to increased costs to bring a claim
and that the
provision could discourage claims or limit their ability to bring a
claim in a judicial forum
that they find favorable. Further, if this provision does not apply to
actions arising under
the Securities Act or Exchange Act, please tell us how you will inform
stockholders in
future filings that the provision does not apply to any actions
arising under the Securities
Act or Exchange Act.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Mark Wojciechowski, Staff Accountant, at 202-551-3759
or Karl
Hiller, Accounting Branch Chief, at 202-551-3763 if you have questions
regarding comments on
the financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Karina Dorin, Staff Attorney, at 202-551-3763 with
any other
questions.
FirstName LastNameBrandon S. Pederson Sincerely,
Comapany NameALASKA AIR GROUP, INC.
Division of
Corporation Finance
December 22, 2020 Page 2 Office of
Energy & Transportation
FirstName LastName