Form 8-K

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

April 26, 2007

(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.)

 

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))

 

References in this report on Form 8-K to “Air Group,” “Company,” “we,” “us,” and “our” refer to Alaska Air Group, Inc. and its subsidiaries, unless otherwise specified. Alaska Airlines, Inc. and Horizon Air Industries, Inc. are referred to as “Alaska” and “Horizon,” respectively, and together as our “airlines.”

FORWARD-LOOKING INFORMATION

This report 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. Some of the things that could cause our actual results to differ from our expectations are:

 

  •  

the competitive environment and other trends in our industry;

 

  •  

changes in our operating costs, including fuel, which can be volatile;

 

  •  

labor disputes and our ability to attract and retain qualified personnel;

 

  •  

the timing of the MD-80 fleet disposal and the amounts of potential lease termination payments with lessors and sublease payments from sublessees;

 

  •  

our significant indebtedness;

 

  •  

compliance with our financial covenants;

 

  •  

potential downgrades of our credit ratings and the availability of financing;

 

  •  

the implementation of our growth strategy;

 

  •  

our ability to meet our cost reduction goals;

 

  •  

operational disruptions;

 

  •  

general economic conditions, as well as economic conditions in the geographic regions we serve;

 

  •  

the concentration of our revenue from a few key markets;

 

  •  

actual or threatened terrorist attacks; global instability and potential U.S. military actions or activities;

 

  •  

insurance costs;

 

  •  

changes in laws and regulations;

 

  •  

increases in government fees and taxes;

 

  •  

our inability to achieve or maintain profitability;

 

  •  

fluctuations in our quarterly results;

 

  •  

an aircraft accident or incident;

 

  •  

liability and other claims asserted against us;

 

  •  

our reliance on automated systems; and

 

  •  

our reliance on third-party vendors and partners.

For a discussion of these and other risk factors, see Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. All of the forward-looking statements are qualified in their entirety by reference to the risk factors discussed therein. These risk factors may not be exhaustive. 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.

 

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ITEM 1.01 Entry into a Material Definitive Agreement

On April 25, 2007, Alaska Airlines, Inc. executed the Second Amendment of the March 25, 2005 $160 million variable rate credit facility with a syndicate of financial institutions. The syndicate is led by Bank of America, N.A. and Citicorp USA, and includes U.S. Bank, HSH Nordbank, JPMorgan Chase Bank, Merrill Lynch Capital Corporation, RZB Finance, and Goldman Sachs Credit Partners L.P. The terms of the agreement provide that any borrowings will be secured by either aircraft or cash collateral. The Second Amendment: (i) increases the size of the facility to $185 million; (ii) improves the collateral advance rates for certain aircraft; (iii) extends the agreement by two years with a maturity date of March 31, 2010; and (iv) reprices the credit facility to reflect current market rates. The Company has no immediate plans to borrow using this credit facility.

ITEM 2.02 Results of Operations And Financial Condition

Alaska Air Group, Inc today issued a press release reporting financial results for the first quarter ended March 31, 2007. The press release is filed as Exhibit 99.1

ITEM 9.01 Financial Statements and Other Exhibits

Exhibit 99.1 Press Release dated April 26, 2007

 

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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 thereunto duly authorized.

 

ALASKA AIR GROUP, INC.

Registrant

Date: April 26, 2007

/s/ Brandon S. Pedersen

Brandon S. Pedersen

Vice President/Finance and Controller

/s/ Bradley D. Tilden

Bradley D. Tilden

Executive Vice President/Finance and Chief Financial Officer

 

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