UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(Amendment No. 1)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-8957
ALASKA AIR GROUP, INC.
| Delaware | 91-1292054 | |||||||
| (State of Incorporation) | (I.R.S. Employer Identification No.) | |||||||
| 19300 International Boulevard, | Seattle, | WA | 98188 | ||||||||
| Telephone: | (206) | 392-5040 | ||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Ticker Symbol | Name of each exchange on which registered | ||||||||||||
| Common stock, $0.01 par value | ALK | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer (Do not check if a smaller reporting company) | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ | ||||||||||||||||||||
If an emerging growth company, indicate by checkmark 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ☐ No ☒
The registrant has 122,585,372 common shares, par value $0.01, outstanding at April 30, 2020.
This document is also available on our website at http://investor.alaskaair.com.
Alaska Air Group, Inc.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) to the Quarterly Report on Form 10-Q of Alaska Air Group, Inc. (the “Company,” “we,” “our” or “us”) for the quarter ended March 31, 2020, filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 14, 2020 (the “Quarterly Report”), is to add this Explanatory Note regarding our reliance on SEC Release No. 34-88465 (the “SEC Order") issued by the SEC on March 25, 2020, under Section 36 of the Securities Exchange Act of 1934, as amended (Exchange Act) in connection with the filing of the Quarterly Report. The SEC Order provides conditional relief to public companies that are unable to timely comply with their filing obligations as a result of the novel coronavirus (“COVID-19”) outbreak by extending, subject to the conditions of the SEC Order, the filing deadline by up to 45 days for certain Exchange Act reports due on or before July 1, 2020.
As previously reported on Form 8-K filed with the SEC on May 5, 2020, we are relying on the SEC Order to delay the filing of the Quarterly Report due to circumstances related to the COVID-19 outbreak. In particular, the Company needed additional time to file the Quarterly Report because of the substantial number of additional accounting and other controls and procedures that must be completed by Company personnel in order to finalize the Company’s financial statements and the Quarterly Report to explain the effects of the COVID-19 pandemic on the Company and its subsidiaries.
No other changes have been made to the Quarterly Report, except that Part II, Item 6 of the Quarterly Report is also being amended to refer to the updated Exhibit Index that is included herein for the purpose of including abbreviated officer certifications that are being filed herewith. This Form 10-Q/A speaks as of the original filing date of the Quarterly Report and has not been updated to reflect events occurring subsequent to the original filing date.
PART II
ITEM 6. EXHIBITS
The following documents are filed as part of this report:
1.Exhibits: The exhibits listed in the Exhibit Index of the Quarterly Report and the exhibits listed in the Exhibit Index of this Amendment No. 1 are filed with, or incorporated by reference in, this report.
EXHIBIT INDEX
| Exhibit Number | Exhibit Description | Form | Date of First Filing | Exhibit Number | |||||||||||||||||||
| 31.3† | 10-Q/A | ||||||||||||||||||||||
| 31.4† | 10-Q/A | ||||||||||||||||||||||
| 104† | Cover Page Interactive Data File - the cover page interactive data file does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document. | ||||||||||||||||||||||
| † | Filed herewith | ||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. | |||||
| /s/ CHRISTOPHER M. BERRY | |||||
| Christopher M. Berry | |||||
| Vice President Finance and Controller | |||||
| May 28, 2020 | |||||
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