株探米国株
英語
エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-Q
 

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025
 
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 and posted 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 and post 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 121,392,507 common shares, par value $0.01, outstanding at April 30, 2025.

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



ALASKA AIR GROUP, INC.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025

 TABLE OF CONTENTS

As used in this Form 10-Q, the terms “Air Group,” the “Company,” “our,” “we,” and "us" refer to Alaska Air Group, Inc. and its subsidiaries, unless the context indicates otherwise. Alaska Airlines, Inc., Hawaiian Holdings, Inc., and Horizon Air Industries, Inc. are referred to as “Alaska," "Hawaiian," and “Horizon” and together as our “airlines.”
 
2


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
Cautionary Note Regarding Forward-Looking Statements
In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of 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. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or the Company’s present expectations.

You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date on which this report was filed with the SEC. Other than as required by law, we expressly disclaim any obligation to issue any updates or revisions to our forward-looking statements, even if subsequent events cause our expectations to change regarding the matters discussed in those statements. For a discussion of risks and uncertainties that may cause our forward-looking statements to differ materially, see Item 1A. "Risk Factors” within the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Some of these risks include competition, labor costs, relations, and availability, general economic conditions, increases in operating costs including fuel, uncertainties regarding the ability to successfully integrate the operations of the recently completed acquisition of Hawaiian Holdings, Inc. and the ability to realize anticipated cost savings, synergies, or growth from the acquisition, inability to meet cost reduction and other strategic goals, seasonal fluctuations in demand and financial results, supply chain risks, events that negatively impact aviation safety and security, and changes in laws and regulations that impact our business. Please consider our forward-looking statements in light of those risks as you read this report.
3


PART I 
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
ALASKA AIR GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(in millions) March 31, 2025 December 31, 2024
ASSETS    
Current Assets    
Cash and cash equivalents $ 1,044  $ 1,201 
Restricted cash 28  29 
Marketable securities 1,420  1,274 
Total cash, restricted cash, and marketable securities 2,492  2,504 
Receivables - net 569  558 
Inventories and supplies - net 206  199 
Prepaid expenses 281  307 
Other current assets 173  192 
Total Current Assets 3,721  3,760 
Property and Equipment    
Aircraft and other flight equipment 12,619  12,273 
Other property and equipment 2,197  2,173 
Deposits for future flight equipment 700  883 
  15,516  15,329 
Less accumulated depreciation and amortization (4,649) (4,548)
Total Property and Equipment - Net 10,867  10,781 
Other Assets
Operating lease assets 1,313  1,296 
Goodwill 2,724  2,724 
Intangible assets - net
859  873 
Other noncurrent assets 334  334 
Total Other Assets 5,230  5,227 
Total Assets $ 19,818  $ 19,768 


4


CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(in millions, except share amounts) March 31, 2025 December 31, 2024
LIABILITIES AND SHAREHOLDERS' EQUITY    
Current Liabilities    
Accounts payable $ 237  $ 186 
Accrued wages, vacation and payroll taxes 749  1,001 
Air traffic liability 2,204  1,712 
Other accrued liabilities 1,042  997 
Deferred revenue 1,727  1,592 
Current portion of long-term debt 519  442 
Current portion of operating lease liabilities 214  207 
Current portion of finance lease liabilities 8 8
Total Current Liabilities 6,700  6,145 
Noncurrent Liabilities    
Long-term debt, net of current portion 4,290  4,491 
Operating lease liabilities, net of current portion 1,200  1,198 
Finance lease liabilities, net of current portion 45  47 
Deferred income taxes 871  934 
Deferred revenue 1,587  1,664 
Obligation for pension and post-retirement medical benefits 457  460 
Other liabilities 531  457 
Total Noncurrent Liabilities 8,981  9,251 
Commitments and Contingencies (Note 7)
Shareholders' Equity    
Preferred stock, $0.01 par value, Authorized: 5,000,000 shares, none issued or outstanding
—  — 
Common stock, $0.01 par value, Authorized: 400,000,000 shares, Issued: 2025 - 142,980,909 shares; 2024 - 141,449,174 shares, Outstanding: 2025 - 122,884,518 shares; 2024 - 123,119,199 shares
Capital in excess of par value 844  811 
Treasury stock (common), at cost: 2025 - 20,096,391 shares; 2024 - 18,329,975 shares
(1,238) (1,131)
Accumulated other comprehensive loss (234) (239)
Retained earnings 4,764  4,930 
Total Shareholders' Equity 4,137  4,372 
Total Liabilities and Shareholders' Equity $ 19,818  $ 19,768 

5


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Three Months Ended March 31,
(in millions, except per share amounts) 2025 2024
Operating Revenue    
Passenger revenue $ 2,808  $ 2,004 
Loyalty program other revenue
207  164 
Cargo and other revenue 122  64 
Total Operating Revenue 3,137  2,232 
Operating Expenses
Wages and benefits 1,127  804 
Variable incentive pay 62  44 
Aircraft fuel, including hedging gains and losses 681  565 
Aircraft maintenance 220  122 
Aircraft rent 62  47 
Landing fees and other rentals 242  165 
Contracted services 145  97 
Selling expenses 100  77 
Depreciation and amortization 194  126 
Food and beverage service 85  58 
Third-party regional carrier expense 64  54 
Other 261  205 
Special items - operating 91  34 
Total Operating Expenses 3,334  2,398 
Operating Loss (197) (166)
Non-operating Income (Expense)
Interest income 26  17 
Interest expense (66) (35)
Interest capitalized 12 
Other - net (8) — 
Total Non-operating Expense (36) (12)
Loss Before Income Tax (233) (178)
Income tax benefit (67) (46)
Net Loss $ (166) $ (132)
Basic Loss Per Share: $ (1.35) $ (1.05)
Diluted Loss Per Share: $ (1.35) $ (1.05)
Weighted Average Shares Outstanding used for computation:
Basic 123.134  125.970 
Diluted 123.134  125.970 
6


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (unaudited)
Three Months Ended March 31,
(in millions) 2025 2024
Net Loss $ (166) $ (132)
Other comprehensive income (loss), net of tax
Marketable securities
Employee benefit plans
Interest rate derivative instruments (6)
        Total other comprehensive income, net of tax $ $
Total Comprehensive Loss, Net of Tax $ (161) $ (127)




7


CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited)
(in millions) Common Stock Outstanding Common Stock Capital in Excess of Par Value Treasury Stock Accumulated Other Comprehensive Loss Retained Earnings Total
Balance at December 31, 2024 123.119  $ $ 811  $ (1,131) $ (239) $ 4,930  $ 4,372 
Net loss —  —  —  —  —  (166) (166)
Other comprehensive income —  —  —  —  — 
Common stock repurchase (1.766) —  —  (107) —  —  (107)
Stock-based compensation 0.005  —  22  —  —  —  22 
CARES Act warrants exercised 0.810  —  —  —  —  —  — 
Stock issued under stock plans 0.717  —  11  —  —  —  11 
Balance at March 31, 2025 122.885  $ $ 844  $ (1,238) $ (234) $ 4,764  $ 4,137 

(in millions) Common Stock Outstanding Common Stock Capital in Excess of Par Value Treasury Stock Accumulated Other Comprehensive Loss Retained Earnings Total
Balance at December 31, 2023 126.090  $ $ 695  $ (819) $ (299) $ 4,535  $ 4,113 
Net loss —  —  —  —  —  (132) (132)
Other comprehensive income —  —  —  —  — 
Common stock repurchase (0.561) —  —  (21) —  —  (21)
Stock-based compensation —  —  15  —  —  —  15 
Stock issued under stock plans 0.177  —  (3) —  —  —  (3)
Balance at March 31, 2024 125.706  $ $ 707  $ (840) $ (294) $ 4,403  $ 3,977 
8


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Three Months Ended March 31,
(in millions) 2025 2024
Cash Flows from Operating Activities:    
Net Loss $ (166) $ (132)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:    
Depreciation and amortization 194  126 
Stock-based compensation and other 20  19 
Non-cash special items 52  23 
Changes in certain assets and liabilities:
Changes in deferred income taxes (65) (47)
Increase in accounts receivable (11) (55)
Increase in air traffic liability 492  468 
Increase in deferred revenue 58  30 
Other - net (115) (140)
Net cash provided by operating activities 459  292 
Cash Flows from Investing Activities:    
Property and equipment additions    
Aircraft and aircraft purchase deposits (142) 31 
Other flight equipment (54) (44)
Other property and equipment (42) (44)
Supplier proceeds —  162 
Purchases of marketable securities (470) (13)
Sales and maturities of marketable securities 336  133 
Other investing activities (9) 93 
Net cash provided by (used in) investing activities (381) 318 
Cash Flows from Financing Activities:    
Proceeds from issuance of long-term debt, net of issuance costs —  149 
Long-term debt payments (156) (102)
Common stock repurchases (105) (20)
Other financing activities 25  (32)
Net cash used in financing activities (236) (5)
Net increase (decrease) in cash and cash equivalents (158) 605 
Cash, cash equivalents, and restricted cash at beginning of period 1,257  308 
Cash, cash equivalents, and restricted cash at end of the period $ 1,099  $ 913 
Supplemental disclosure:
Cash paid during the period for:
Interest, net of amount capitalized $ 67  $ 35 
Non-cash transactions:
Right-of-use assets acquired through operating leases $ 62  $ 13 
Property and equipment acquired through the issuance of debt $ 23  $ 45 
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents $ 1,044  $ 885 
Restricted cash 28  — 
Restricted cash included in Other noncurrent assets
27  28 
Total cash, cash equivalents, and restricted cash at end of the period $ 1,099  $ 913 

9


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 1. GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and basis of presentation
 
The unaudited condensed consolidated financial statements include the accounts of Alaska Air Group (Air Group, or "the Company"), and its primary subsidiaries, Alaska Airlines, Inc. (Alaska), Horizon Air Industries, Inc. (Horizon), and, beginning September 18, 2024, Hawaiian Holdings, Inc. (Hawaiian). The unaudited condensed consolidated financial statements also include McGee Air Services (McGee), a ground services subsidiary of Alaska, and other immaterial business units. All intercompany balances and transactions have been eliminated. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information. Consistent with these requirements, this Form 10-Q does not include all the information required by GAAP for complete financial statements. It should be read in conjunction with the consolidated financial statements and accompanying notes in the Form 10-K for the year ended December 31, 2024. In the opinion of management, all adjustments have been made that are necessary to fairly present the Company’s financial position as of March 31, 2025 and the results of operations for the three months ended March 31, 2025 and 2024. Such adjustments were of a normal recurring nature. Certain rows, columns, figures, or percentages may not recalculate due to rounding.

In preparing these statements, the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities, as well as the reported amounts of revenue and expenses, including impairment charges. Due to seasonal variations in the demand for air travel, the volatility of aircraft fuel prices, changes in global economic conditions, changes in the competitive environment, and other factors, operating results for the three months ended March 31, 2025 are not necessarily indicative of operating results for the entire year.

NOTE 2. ACQUISITION OF HAWAIIAN HOLDINGS, INC.

On September 18, 2024, the Company completed its acquisition of Hawaiian Holdings, Inc. The Company paid shareholders $18.00 per share, or approximately $936 million in cash for 52 million outstanding voting shares of Hawaiian. An additional $41 million was paid in cash for change in control payments and settlement of accelerated and vested awards, resulting in total consideration of $977 million. The combination brings together two complementary networks and expands consumer choice across Hawai'i, the West Coast, and international destinations. Along with enhanced network utility, the combined carriers' diversified product offerings and focus on high quality service and operational performance enhance Air Group's competitive position.

Fair values of the assets acquired and the liabilities assumed

The transaction has been accounted for as a business combination using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized on the balance sheet at their fair values as of the acquisition date. The fair values of the assets acquired and liabilities assumed were determined using a market basis, relief from royalty, or multi-period excess earnings approach. As of March 31, 2025, the determination of fair values of property and equipment, certain liabilities included in other accrued liabilities and other liabilities, goodwill, intangible assets, and deferred income taxes was substantially complete, but is still considered provisional. Management will evaluate estimates and assumptions utilized to calculate fair value as new information is received, and will adjust amounts recorded as necessary up to one year following transaction close. There were no fair value adjustments made in the three months ended March 31, 2025.

10


Provisional fair values of the assets acquired and the liabilities assumed as of the acquisition date, September 18, 2024, as of March 31, 2025 and December 31, 2024 were as follows:
 (in millions) March 31, 2025 and
December 31, 2024
Cash and cash equivalents $ 286 
Restricted cash 27 
Marketable securities 674 
Receivables 110 
Inventories and supplies 75 
Prepaid expenses and other 77 
Property and equipment 1,947 
Operating lease assets 228 
Intangible assets 799 
Goodwill 781 
Other noncurrent assets 97 
Total assets 5,101 
Accounts payable 57 
Air traffic liability 513 
Other accrued liabilities 331 
Deferred revenue - current 229 
Current portion of operating lease liabilities 65 
Current portion of long-term debt and finance leases 144 
Long-Term Debt, net of current portion 1,932 
Long-term operating lease liabilities, net of current portion 234 
Deferred income taxes 90 
Deferred revenue - noncurrent 308 
Obligations for pension and post-retirement medical benefits 153 
Other liabilities 68 
Total liabilities 4,124 
Total purchase price $ 977 

Merger-related costs

For the three months ended March 31, 2025, the Company incurred costs directly attributable to the merger activities of $40 million. These costs are presented within Special items - operating within the unaudited condensed consolidated statements of operations. Refer to Note 12 for further information on special items. The Company expects to incur additional merger-related costs in 2025.

Pro forma impact of the acquisition

The unaudited pro forma financial information presented in the table below represents a summary of the consolidated results of operations for the Company and Hawaiian as if the acquisition of Hawaiian had been consummated as of January 1, 2023. The pro forma results do not include any anticipated synergies, or other expected benefits of the acquisition. Accordingly, the unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of January 1, 2023.

The pro forma information includes adjustments for merger-related costs of $267 million assumed to have been incurred on January 1, 2023.
11


Three Months Ended March 31,
(in millions) 2025 Pro Forma 2024 Pro Forma
Revenue $ 3,137  $ 2,877 
Net loss (138) (267)

NOTE 3. REVENUE

Ticket revenue is recorded as Passenger revenue, and represents the primary source of the Company's revenue. Also included in Passenger revenue is passenger ancillary revenue such as bag fees, on-board food and beverage, and certain revenue from Alaska's Mileage Plan program and Hawaiian's HawaiianMiles program. Loyalty program other revenue includes brand and marketing revenue from the Alaska Airlines Visa Signature and Hawaiian Airlines World Elite Mastercard co-branded credit cards and other partners, and certain interline loyalty program revenue, net of commissions. Cargo and other revenue consists of freight and mail revenue, services provided to Amazon under the Air Transportation Services Agreement (the ATSA), and other ancillary revenue products such as lounge membership and certain commissions.

The level of detail within the Company’s unaudited condensed consolidated statements of operations and in this note depict the nature, amount, timing, and uncertainty of revenue and how cash flows are affected by economic and other factors.

Passenger Revenue

Passenger revenue recognized in the unaudited condensed consolidated statements of operations:
Three Months Ended March 31,
(in millions) 2025 2024
Passenger ticket revenue, net of taxes and fees $ 2,352  $ 1,648 
Passenger ancillary revenue 140  108 
Loyalty program passenger revenue 316  248 
Total Passenger revenue $ 2,808  $ 2,004 

Domestic passenger revenue includes operations in the U.S., including between the Hawaiian Islands (the Neighbor Island routes), and Canada. Latin America passenger revenue includes operations in Mexico, Costa Rica, Guatemala, Belize, and Bahamas. Pacific passenger revenue includes operations in the South Pacific, Australia, New Zealand, and Asia.

The table below presents the Company's passenger revenue by principal geographic region (as defined by the U.S. Department of Transportation):
Three Months Ended March 31,
(in millions) 2025 2024
Domestic $ 2,462  $ 1,805 
Latin America 214  199 
Pacific 132  — 
Total Passenger revenue $ 2,808  $ 2,004 

Loyalty Program Revenue

Loyalty program revenue included in the unaudited condensed consolidated statements of operations:
Three Months Ended March 31,
(in millions) 2025 2024
Loyalty program passenger revenue $ 316  $ 248 
Loyalty program other revenue 207  164 
Total Loyalty program revenue $ 523  $ 412 

12


Cargo and Other Revenue

Cargo and other revenue included in the unaudited condensed consolidated statements of operations:
Three Months Ended March 31,
(in millions) 2025 2024
Cargo revenue $ 57  $ 28 
Other revenue 65  36 
Total Cargo and other revenue $ 122  $ 64 

Air Traffic Liability and Deferred Revenue

Passenger ticket and ancillary services liabilities

The Company recognized Passenger revenue of $904 million and $584 million from the prior year-end air traffic liability balance for the three months ended March 31, 2025 and 2024.

Loyalty program assets and liabilities

The Company records a receivable for amounts due from affinity card partners and from other partners as mileage credits are sold until the payments are collected. The Company had $111 million of such receivables as of March 31, 2025 and $118 million as of December 31, 2024.

The table below presents a roll forward of the total loyalty program liability:
Three Months Ended March 31,
(in millions) 2025 2024
Total Deferred Revenue balance at January 1 $ 3,256  $ 2,603 
Travel miles and companion certificate redemption - Passenger revenue (307) (234)
Miles redeemed on partner airlines - Loyalty program other revenue (49) (28)
Increase in liability for mileage credits issued 414  292 
Total Deferred Revenue balance at March 31 $ 3,314  $ 2,633 

NOTE 4. FAIR VALUE MEASUREMENTS

In determining fair value, there is a three-level hierarchy based on the reliability of the inputs used.

Level 1 refers to fair values based on quoted prices for identical instruments in active markets.

Level 2 refers to fair values estimated using significant other observable inputs such as similar instruments in active markets or quoted prices for identical or similar instrument in markets that are not active. Fair values for Level 2 instruments are determined using standard valuation models that incorporate inputs such as quoted prices for similar assets, interest rates, benchmark curves, credit ratings, and other observable inputs or market data.

Level 3 refers to fair values estimated using significant unobservable inputs for which there is little or no market data and that are significant to the fair value of the assets. Fair values for Level 3 instruments are determined using future cash flows and discount rates, which include information obtained from third-party valuation sources and other market sources, including recent offers from potential buyers.

Fair value of financial instruments measured on a recurring basis

As of March 31, 2025, cost basis and fair value for marketable securities were $1.4 billion. Differences in cost basis and fair value of marketable securities are primarily a result of changes in interest rates and general market conditions. The Company does not believe any unrealized losses are the result of credit quality based on its evaluation of industry and duration exposure, credit ratings of the securities, liquidity profiles, and other observable information as of March 31, 2025.

13


Fair values of financial instruments on the unaudited condensed consolidated balance sheets:
March 31, 2025
(in millions) Level 1 Level 2
Level 3
Total
Assets
Marketable securities
U.S. government and agency securities $ 311  $ —  $ —  $ 311 
Equity mutual funds —  — 
Asset-backed securities —  170  173 
Mortgage-backed securities —  174  —  174 
Corporate notes and bonds —  737  —  737 
Municipal securities and other —  18  —  18 
Total Marketable securities $ 318  $ 1,099  $ $ 1,420 

December 31, 2024
(in millions) Level 1 Level 2 Level 3 Total
Assets
Marketable securities
U.S. government and agency securities $ 292  $ —  $ —  $ 292 
Equity mutual funds —  — 
Asset-backed securities —  127  134 
Mortgage-backed securities —  112  —  112 
Corporate notes and bonds —  696  698 
Municipal securities and other
—  31  —  31 
Total Marketable securities $ 299  $ 966  $ $ 1,274 
The fair value of derivative instruments, including fuel hedge contracts and interest rate swaps, was not material as of March 31, 2025 and December 31, 2024.

Activity and maturities for marketable securities

Maturities for marketable securities:
March 31, 2025 (in millions)
Cost Basis Fair Value
Due in one year or less $ 427  $ 427 
Due after one year through five years 858  851 
Due after five years through ten years 132  130 
Due after ten years
No maturity date
Total $ 1,428  $ 1,420 

Fair value of other financial instruments

The Company uses the following methods and assumptions to determine the fair value of financial instruments that are not recognized at fair value as described below.

Debt: The estimated fair value of fixed-rate Enhanced Equipment Trust Certificate (EETC) debt and certain variable rate debt is Level 2, while the estimated fair value of $720 million of certain variable-rate and fixed-rate debt, including PSP notes payable and Japanese Yen denominated debt, is classified as Level 3.

14


Fixed-rate debt on the unaudited condensed consolidated balance sheets and the estimated fair value of long-term fixed-rate debt:
(in millions) March 31, 2025 December 31, 2024
Fixed-rate debt $ 2,851  $ 2,946 
Estimated fair value $ 2,790  $ 2,844 

Assets and liabilities measured at fair value on a nonrecurring basis

Certain assets and liabilities are recognized or disclosed at fair value on a nonrecurring basis, including property, plant and equipment, operating and finance lease assets, goodwill, and intangible assets. These assets are subject to fair valuation when there is evidence of impairment. No material impairments were recorded during the three months ended March 31, 2025.

NOTE 5. DEBT
 
Debt obligations on the unaudited condensed consolidated balance sheets:
(in millions) March 31, 2025 December 31, 2024
Fixed-rate notes payable due through 2029 $ 51  $ 56 
Fixed-rate PSP notes payable due through 2031 689  688 
Fixed-rate EETCs payable due through 2027
800  864 
Fixed-rate Japanese Yen denominated notes payable due through 2031 61  88 
Variable-rate notes payable due through 2037 1,253  1,283 
Loyalty financing, variable-rate term loan facility due through 2031 748  750 
Loyalty financing, fixed-rate notes due through 2031 1,250  1,250 
Less debt issuance costs (43) (46)
Total debt 4,809  4,933 
Less current portion
519  442 
Long-term debt, less current portion $ 4,290  $ 4,491 
Weighted-average fixed-interest rate 3.9  % 3.9  %
Weighted-average variable-interest rate 6.0  % 6.3  %

Approximately $554 million of the Company's total variable-rate notes payable are effectively fixed via interest rate swaps at March 31, 2025, resulting in an effective weighted-average interest rate for the full debt portfolio of 4.7%.

During the three months ended March 31, 2025, the Company incurred $23 million of debt as part of an agreement to finance certain E175 deliveries. Debt from this agreement is reflected as a non-cash transaction within the supplemental disclosures in the unaudited condensed consolidated statements of cash flows. During the three months ended March 31, 2025, the Company made debt payments of $156 million.

15


Debt maturity

At March 31, 2025, debt principal payments for the next five years and thereafter are as follows:
(in millions) Total
Remainder of 2025 $ 307 
2026 503 
2027 701 
2028 211 
2029 777 
Thereafter 2,381 
Total Principal Payments(a)
$ 4,880 
(a) The Company recognized the long-term debt assumed in the Hawaiian acquisition at fair value as of the acquisition date. As a result, the amount in the unaudited condensed consolidated balance sheets will not equal the total balance of remaining principal payments presented in this table.

Bank lines of credit

Alaska and Hawaiian have a combined revolving credit facility for $850 million, expiring in September 2029, which is secured by a combination of Air Group aircraft, slots, gates, routes, and other eligible assets. The facility has a variable interest rate based on SOFR plus a specified margin. As of March 31, 2025, the Company had no outstanding borrowing under this facility.
 
Alaska has a second credit facility for $76 million, expiring in June 2025, and is secured by aircraft. Alaska has secured letters of credit against this facility.

Covenants

Certain debt agreements and credit facilities contain customary financial covenants, including compliance with certain debt service coverage ratios and minimum liquidity requirements. The Company and its subsidiaries were in compliance with these covenants as of March 31, 2025.

NOTE 6. EMPLOYEE BENEFIT PLANS

Net periodic benefit costs for qualified pension plans include the following:
Three Months Ended March 31,
(in millions) 2025 2024
Service cost $ $
Pension expense included in Wages and benefits
Interest cost 33  27 
Expected return on assets (37) (32)
Recognized actuarial loss
Pension expense included in Non-operating Income (Expense) $ (1) $ — 

NOTE 7. COMMITMENTS AND CONTINGENCIES

Aircraft-related commitments

Alaska and Hawaiian have contractual commitments for aircraft with Boeing. Horizon has contractual commitments for aircraft with Embraer. The amounts disclosed below reflect commitments for firm aircraft and engine orders. Option deliveries are excluded until exercise.
16



Boeing has communicated that certain B737 and B787-9 aircraft are expected to be delivered later than the contracted delivery timing. For Alaska, this includes certain B737-9 aircraft contracted for delivery in 2024 that have moved to 2025, certain B737-8 aircraft contracted for delivery in 2024 and 2025 that have moved later in the contracted year or into the year following the contracted delivery, and certain B737-10 aircraft contracted for delivery in 2025 and 2026 that have moved to 2026 or 2027, pending certification of the aircraft type. For Hawaiian, this includes certain B787-9 aircraft contracted for delivery between 2024 and 2026 that have been moved later into the contracted year or into the year following the contracted delivery. Management expects that other Boeing aircraft deliveries could be delayed beyond the contractual delivery. The tables below reflect Boeing's communications and management's internal expectations.

Details for contractual aircraft delivery commitments as of March 31, 2025:
Firm Orders Options and Other Rights
Aircraft Type 2025-2029 2026-2030
B737 70 100
B787-9 9
E175 5
   Total 84 100

Capacity purchase agreement (CPA) commitments

Alaska has obligations associated with its CPA with SkyWest. The amounts disclosed below consider certain assumptions regarding the level of flying performed by the carrier on behalf of Alaska and exclude lease costs associated with the CPA.

A summary of aircraft-related and capacity purchase agreement commitments as of March 31, 2025:
(in millions)
Aircraft-Related Commitments
Capacity Purchase Agreements
Remainder of 2025 $ 811  $ 153 
2026 784  207 
2027 1,244  213 
2028 1,222  219 
2029 259  224 
Thereafter —  283 
Total $ 4,320  $ 1,299 

Contingencies

The Company is a party to routine litigation matters incidental to its business and with respect to which no material liability is expected. Liabilities for litigation related contingencies are recorded when a loss is determined to be probable and estimable.

As part of the 2016 acquisition of Virgin America, Alaska assumed responsibility for the Virgin trademark license agreement with the Virgin Group. In 2019, pursuant to that agreement's venue provision, the Virgin Group sued Alaska in England, alleging that the agreement requires Alaska to pay $8 million per year as a minimum annual royalty through 2039, adjusted annually for inflation and irrespective of Alaska's actual use (or non-use) of the mark. Alaska stopped making royalty payments in 2019 after ending all use of the Virgin brand. On February 16, 2023, the commercial court issued a ruling adopting Virgin Group’s interpretation of the license agreement. The Company appealed the decision. On June 11, 2024, the appellate court issued a final decision affirming the lower court ruling in favor of the Virgin Group. Alaska also commenced a separate claim for breach of the agreement against the Virgin Group that may affect the Company’s total liability in the matter. Alaska holds an accrual for $57 million in Other accrued liabilities in the unaudited condensed consolidated balance sheets, representing the expenses associated with the trademark license agreement incurred through March 31, 2025, and management's current estimate of the amount due to the Virgin Group.

17


Credit card agreements
 
Alaska and Hawaiian have agreements with certain credit card companies to process the sale of tickets and other services. Under these agreements, there are material adverse change clauses that, if triggered, could result in the credit card companies holding back a reserve of up to 100% of the credit card receivable balance associated with that processor, which would result in a restriction of cash. For example, certain agreements require Alaska to maintain a reserve if Air Group's credit rating is downgraded to or below a rating specified by the agreement or if its cash and marketable securities balance fell below $500 million. The Company is not currently required to maintain any reserve under these agreements. If Air Group were unable to obtain a waiver of, or otherwise mitigate the increase in the restriction of cash, it could have a material impact on the Company's operations, business or financial condition.

NOTE 8. SHAREHOLDERS' EQUITY

Common stock repurchase

In December 2024, the Board of Directors authorized a $1 billion share repurchase program. Under this program, the Company repurchased 1.8 million shares for $107 million during the three months ended March 31, 2025. As of March 31, 2025, the program has $893 million remaining.
CARES Act warrant issuances
As taxpayer protection required under the Payroll Support Program (PSP) under the CARES Act, the Company granted the U.S. government a total of 1,455,437 warrants to purchase ALK common stock in 2020 and 2021. An additional 427,080 warrants were issued in conjunction with a draw on the CARES Act Loan in 2020. The value of the warrants was estimated using a Black-Scholes option pricing model and was recorded in stockholders' equity at issuance. These warrants are non-voting, freely transferable, may be settled as net shares or in cash at the Company's option, and have a five-year term. In 2024, the warrants were sold at auction to a third party investor. The sale had no impact to the amount held on the Company's balance sheet.
In the first quarter of 2025, 1,660,705 of the warrants were exercised, with an exercise price of $31.61 for 1,355,206 warrants and $52.25 for 305,499 warrants, in a net share settlement for 809,768 shares of ALK common stock. As of March 31, 2025, there were 221,812 warrants outstanding, at an exercise price of $66.39.

NOTE 9. LOSS PER SHARE
Basic loss per share and diluted loss per share are calculated by dividing net loss by the weighted average number of common shares outstanding during the period.
Three Months Ended March 31,
(in millions, except per share amounts)
2025 2024
Net loss $ (166) $ (132)
Basic weighted average shares outstanding
123.134  125.970 
Dilutive effect of employee stock awards and stock warrants —  — 
Diluted weighted average shares outstanding
123.134  125.970 
Basic loss per share $ (1.35) $ (1.05)
Diluted loss per share $ (1.35) $ (1.05)
Antidilutive amounts excluded from calculation:
Employee stock awards 3.4  3.8 
Stock warrants —  0.2 


18


NOTE 10. ACCUMULATED OTHER COMPREHENSIVE LOSS
A roll forward of the amounts included in accumulated other comprehensive loss is shown below for the three months ended March 31, 2025 and 2024:

(in millions) Marketable Securities Employee Benefit Plan Interest Rate Derivatives Tax Effect Total
Balance at December 31, 2024 $ (21) $ (305) $ $ 78  $ (239)
Change in value 10  —  (8) (1)
Reclassifications into earnings —  (1)
Balance at March 31, 2025 $ (9) $ (302) $ $ 76  $ (234)

(in millions) Marketable Securities Employee Benefit Plan Interest Rate Derivatives Tax Effect Total
Balance at December 31, 2023 $ (46) $ (358) $ $ 97  $ (299)
Change in value — 
Reclassifications into earnings —  —  (1)
Balance at March 31, 2024 $ (45) $ (354) $ $ 96  $ (294)

NOTE 11. OPERATING SEGMENT INFORMATION

Alaska Air Group has three operating airlines – Alaska, Hawaiian, and Horizon. Each is regulated by the U.S. Department of Transportation’s Federal Aviation Administration. Alaska has CPAs for regional capacity with Horizon and SkyWest.

Air Group's Chief Operating Decision Maker (CODM) is its President and CEO. In the third quarter of 2024, the CODM began to review financial results for Hawaiian to assess performance and make resource allocation decisions for Air Group. As a result, the Company determined Hawaiian was an operating and reportable segment.

Air Group's network and schedules are centrally managed for all its operating airlines and CPA flying. Managing the business in an integrated manner enables the Company to leverage its comprehensive network, route scheduling system, and fleet as a single business. The CODM makes resource allocation decisions to deliver optimized consolidated financial results, regardless of the profitability of an individual segment. Air Group intends to combine Alaska and Hawaiian under a single operating certificate in the near term. At that time, management anticipates the discrete information provided to the CODM will similarly be combined. Management is considering other changes to internal reporting that may impact the discrete information provided to the CODM to better align with the way the business is managed. These changes may have an impact on the Company's reportable segments once finalized.

The CODM reviews financial performance information as part of three reportable operating segments which are described above:
•Alaska Airlines - includes scheduled air transportation on Alaska's Boeing aircraft for passengers and cargo.
•Hawaiian Airlines - includes scheduled air transportation on Hawaiian's Boeing and Airbus aircraft for passengers and cargo.
•Regional - includes Horizon's and other third-party carriers’ scheduled air transportation on E175 aircraft for passengers under CPAs. This segment includes the actual revenue and expenses associated with regional flying, as well as an allocation of corporate overhead incurred by Air Group on behalf of the regional operations.

The below tables present segment revenue and expenses for Air Group's reportable segments. Air Group's measure of segment profit or loss is pretax profit, which is used by the CODM to evaluate financial results. Additionally, reconciliations of the pretax profit of all reportable segments to Air Group's consolidated income before income tax are provided.

19


Three Months Ended March 31, 2025
(in millions)
Alaska Airlines
Hawaiian Airlines
Regional
Reportable Segment Total
Segment operating revenue
Passenger revenue $ 1,757  $ 653  $ 398  $ 2,808 
Loyalty program other revenue 152  39  16  207 
Cargo and other revenue 65  55  —  120 
Total segment operating revenue 1,974  747  414  3,135 
Reconciliation to Consolidated Operating Revenue:
Other revenue(a)
Consolidated Operating Revenue
$ 3,137 
Segment operating expenses
Wages and benefits 721  277  —  998 
Variable incentive pay 43  13  —  56 
Economic fuel 419  174  91  684 
Aircraft maintenance 124  75  —  199 
Aircraft rent 21  15  —  36 
Landing fees and other rentals 154  54  —  208 
Contracted services 134  36  —  170 
Selling expenses 62  30  —  92 
Depreciation and amortization 121  58  —  179 
Food and beverage service 55  24  —  79 
Other(b)
173  58  —  231 
Regional carrier expenses —  —  333  333 
Total segment operating expenses 2,027  814  424  3,265 
Segment non-operating income (expense)
Interest income
43  —  46 
Interest expense (52) (26) —  (78)
Other(b)
— 
Total segment non-operating income (expense) (2) (21) —  (23)
Segment pretax loss $ (55) $ (88) $ (10) $ (153)
Reconciliation to Consolidated Loss Before Income Tax:
Other profit (loss)(a)
13 
Aircraft fuel mark-to-market adjustment
Losses on foreign debt (5)
Special items - operating (91)
Consolidated Loss Before Income Tax $ (233)



20


Three Months Ended March 31, 2024
(in millions)
Alaska Airlines
Hawaiian Airlines
Regional
Reportable Segment Total
Segment operating revenue
Passenger revenue $ 1,629  $ —  $ 375  $ 2,004 
Loyalty program other revenue 149  —  15  $ 164 
Cargo and other revenue 62  —  —  $ 62 
Total segment operating revenue 1,840  —  390  2,230 
Reconciliation to Consolidated Operating Revenue:
Other revenue(a)
Consolidated Operating Revenue
$ 2,232 
Segment operating expenses
Wages and benefits 683  —  —  683 
Variable incentive pay 39  —  —  39 
Economic fuel
485  —  93  578 
Aircraft maintenance
107  —  —  107 
Aircraft rent
20  —  —  20 
Landing fees and other rentals 137  —  —  137 
Contracted services 120  —  —  120 
Selling expenses 67  —  —  67 
Depreciation and amortization 112  —  —  112 
Food and beverage service 52  —  —  52 
Other(b)
177  —  —  177 
Regional carrier expenses
—  —  299  299 
Total segment operating expenses 1,999  —  392  2,391 
Segment non-operating income (expense)
Interest income
18  —  —  18 
Interest expense (25) —  —  (25)
Other(b)
—  — 
Total segment non-operating income (expense) (3) —  —  (3)
Segment pretax loss $ (162) $ —  $ (2) $ (164)
Reconciliation to Consolidated Loss Before Income Tax:
Other profit (loss)(a)
Aircraft fuel mark-to-market adjustment
13 
Special items - operating (34)
Consolidated Loss Before Income Tax $ (178)
(a) Revenue and profit or loss from segments below the quantitative thresholds as well as other immaterial business units, including Air Group parent company activity, Horizon Air operations, McGee Air Services, consolidating entries and intercompany eliminations.
(b) Includes miscellaneous personnel, software, and services costs, as well as other non-operating activity.



21


Total capital expenditures were as follows:
Three Months Ended March 31,
(in millions) 2025 2024
Alaska Airlines $ 92  $ 52 
Hawaiian Airlines 144  — 
Other(a)
25  50 
Consolidated $ 261  $ 102 

Total assets were as follows(b):
(in millions) March 31, 2025 December 31, 2024
Alaska Airlines $ 24,404  $ 24,664 
Hawaiian Airlines 4,549  4,423 
Consolidating & Other (9,135) (9,319)
Consolidated $ 19,818  $ 19,768 
(a) Primarily consists of Horizon Air capital expenditures, including non-cash expenditures for debt financing of certain E175 deliveries of $23 million in 2025 and $45 million in 2024.
(b) No assets are allocated to the Regional segment as it represents only revenue and expenses associated with regional flying. The related assets associated with regional flying are allocated to other segments.


NOTE 12. SPECIAL ITEMS

The Company has classified certain operating activity as special items due to its unusual or infrequently occurring nature. Disclosing information about these items separately may assist with comparable year over year analysis and allow stakeholders to better understand Air Group's results of operations.

Labor and other: Labor and other costs in 2025 were primarily for changes to Alaska flight attendants' sick leave benefits pursuant to a new collective bargaining agreement ratified in the first quarter. Costs in 2024 were primarily associated with the retirement of Alaska's Airbus and Horizon's Q400 aircraft.

Integration costs: Integration costs are associated with the acquisition of Hawaiian Airlines and primarily consist of employee-related and other merger costs.

Three Months Ended March 31,
(in millions) 2025 2024
Operating Expenses
Labor and other 51  26 
Integration costs 40 
Special items - operating $ 91  $ 34 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
OVERVIEW
 
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand our company and the present business environment. MD&A is provided as a supplement to – and should be read in conjunction with – our unaudited condensed consolidated financial statements and the accompanying notes. All statements in the following discussion that are not statements of historical information or descriptions of current accounting policy are forward-looking statements. Please consider our forward-looking statements in light of the risks referred to in this report’s introductory cautionary note and the risks mentioned in Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2024. This overview summarizes the MD&A, which includes the following sections:
•First Quarter Review - highlights from the first quarter of 2025 outlining some of the major events that occurred during the period, as well as forward-looking statements.
•Results of Operations - an in-depth analysis of our financial and operational results for the three months ended March 31, 2025.

•Liquidity and Capital Resources - an overview of our financial position, analysis of cash flows, and relevant material cash commitments.

•GAAP to Non-GAAP Reconciliations and Operating Statistics - reconciliations of reported non-GAAP financial measures to their most directly comparable financial measures reported on a GAAP basis, as well as operating statistics we use to measure operating performance.

Dollar amounts in the MD&A are generally rounded to the nearest million. As a result, a manual recalculation of certain figures using these rounded amounts may not agree directly to our actual figures presented in the tables below.

Items affecting comparability

As Hawaiian Holdings, Inc. was acquired by Air Group on September 18, 2024, its financial results were not reflected in reported figures in the periods preceding the acquisition date. Due to the size of the two companies prior to the acquisition, the reported results for 2025 and 2024 are not comparable. To assist with the discussion of 2025 and 2024 results on a comparable basis and provide more meaningful discussion, certain supplemental unaudited pro forma income statement information is provided for the first quarter of 2024. Pro forma historical results were included with the Form 8-K filed on January 22, 2025. This information does not purport to reflect what our financial and operational results would have been had the acquisition been consummated at the beginning of the periods presented.

FIRST QUARTER REVIEW

Overview

We reported a loss before income tax under GAAP for the first quarter of 2025 of $233 million, compared to $178 million for the first quarter of 2024. On a pro forma basis, the pretax loss for the first quarter of 2024 was $343 million. Refer below for a more detailed discussion of the items impacting these results.

Labor update

In the first quarter, Alaska flight attendants, represented by the Association of Flight Attendants (AFA), ratified a new three-year Collective Bargaining Agreement (CBA) that includes wage increases and other improvements to benefits. Horizon is in negotiations with its pilots, represented by International Brotherhood of Teamsters (IBT), and its flight attendants, represented by AFA, for updated CBAs.

Subsequent to quarter end, Horizon technicians, represented by the Aircraft Mechanics Fraternal Association (AMFA) ratified a four-year CBA and Hawaiian flight attendants, represented by AFA, ratified a three-year extension of their existing CBA.

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Alaska and Hawaiian are working towards joint collective bargaining agreements (JCBA) for workgroups represented by common unions. Alaska and Hawaiian have Transition and Process Agreements for certain workgroups which define the process for negotiating JCBAs and set forth interim agreements until a JCBA is reached.

Outlook

We remain focused on the successful integration of Hawaiian into Air Group. Looking ahead to the second quarter, on a pro forma basis, we anticipate capacity growth of 2% to 3%. We anticipate the percent change in unit revenue to be flat to down low single digits and the percent change in unit cost to be up mid to high single digits. Given recent economic uncertainty and volatility, we are not providing an update to our full year 2025 guidance. We are assessing a variety of scenarios, and expect to be profitable in 2025 even if revenue remains pressured throughout the second half of the year. Despite the softer macroeconomic outlook, areas of our business within our control are performing well and in line with our prior expectations.


RESULTS OF OPERATIONS

PRO FORMA OPERATING STATISTICS

Below are operating statistics presented on a pro forma basis, which assumes Hawaiian is included in both 2024 and 2025.
Three Months Ended March 31,
2025 2024 As Reported 2024 Hawaiian Airlines
2024 Pro forma
% Change
Consolidated Operating Statistics:
Revenue passengers (000) 13,159 9,774 2,621 12,395 6.2%
RPMs (000,000) "traffic" 17,257 12,524 4,073 16,597 4.0%
ASMs (000,000) "capacity" 21,219 15,378 5,051 20,429 3.9%
Load factor 81.3% 81.4% 80.6% 81.2% 0.1 pts
Yield 16.28¢ 16.00¢ 14.26¢ 15.57¢ 4.6%
PRASM 13.24¢ 13.03¢ 11.50¢ 12.66¢ 4.6%
RASM 14.79¢ 14.51¢ 12.78¢ 14.08¢ 5.0%
CASMex 11.89¢ 11.60¢ 11.82¢ 11.65¢ 2.1%
Economic fuel cost per gallon $2.61 $3.08 $2.88 $3.02 (13.6)%
Fuel gallons (000,000) 262 188 68 256 2.3%
Departures (000) 123.8 95.7 20.3 116.0 6.7%
Average full-time equivalent employees (FTEs) 29,773 23,013 6,705 29,718 0.2%

PRO FORMA OPERATING REVENUE

On a pro forma basis, total operating revenue increased $260 million or 9%. The changes, including the reconciliation of the impact of Hawaiian on the combined results, are summarized in the following table:
Three Months Ended March 31, Change
(in millions) 2025 2024 As Reported
2024 Hawaiian Airlines(a)
2024 Pro forma
$ Change % Change
Passenger revenue $ 2,808  $ 2,004  $ 581  $ 2,585  $ 223  9%
Loyalty program other revenue 207  164  29  193  14  7%
Cargo and other revenue 122  64  35  99  23  23%
Total Operating Revenue $ 3,137  $ 2,232  $ 645  $ 2,877  $ 260  9%
(a) As provided on Form 8-K filed with the SEC on January 22, 2025, including certain immaterial reclassification and policy adjustments.

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The table below presents total operating revenue by principal geographic region (as defined by the U.S. Department of Transportation) and the percentage of change of certain operational results on a pro forma basis for the three months ended March 31, 2025.
Three Months Ended March 31, 2025
% Change vs. Pro forma Prior Year
(in millions)
Total Operating Revenue
Passenger Revenue
RPMs
ASMs
Yield
PRASM
Domestic
$ 2,742  9% 5% 5% 4% 3%
Latin America
242  8% (1)% (1)% 9% 9%
Pacific
153  1% —% (7)% —% 7%
Total
$ 3,137  9% 4% 4% 5% 5%

Passenger revenue

On a pro forma basis, Passenger revenue increased $223 million, or 9%, as traffic increased by 4% and yield grew by 5%. Hawaiian passenger revenue has improved meaningfully compared to 2024, driven by the integration of its operations into Air Group's combined network and increased asset utilization. Prior year results were negatively impacted by $150 million due to the B737-9 grounding in the first quarter of 2024.

Loyalty program other revenue

On a pro forma basis, Loyalty program other revenue increased $14 million, or 7%, due to higher commission revenue from bank card and third party partners driven by increased consumer spend. Incremental credit card acquisitions of the Alaska Airlines Visa Signature and Hawaiian Airlines World Elite Mastercard co-branded credit cards also contributed to the increase.

Cargo and other revenue

On a pro forma basis, Cargo and other revenue increased $23 million, or 23%, driven by an additional B737-800F aircraft in Alaska's cargo fleet and six additional A330-300F aircraft in Hawaiian's cargo fleet, utilized under the ATSA with Amazon, since the first quarter of 2024.

PRO FORMA OPERATING EXPENSES

On a pro forma basis, total operating expenses increased $132 million, or 4%. The changes, including the reconciliation of the impact of Hawaiian on the combined results, are summarized below. We believe it is useful to summarize operating expenses as follows, which is consistent with the way expenses are reported internally and evaluated by management:
Three Months Ended March 31, Change
(in millions) 2025 2024 As Reported
2024 Hawaiian Airlines(a)
2024 Pro forma
$ Change % Change
Aircraft fuel, including hedging gains and losses $ 681  $ 565  $ 194  $ 759  $ (78) (10)%
Non-fuel operating expenses, excluding special items 2,562  1,799  602  2,401  161  7%
Special items - operating 91  $ 34  $ 42  49  117%
Total Operating Expenses $ 3,334  $ 2,398  $ 804  $ 3,202  $ 132  4%
(a) As provided on Form 8-K filed with the SEC on January 22, 2025, including certain immaterial reclassification and policy adjustments and the impact of purchase accounting.
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Fuel expense

Aircraft fuel expense includes raw fuel expense plus the effect of mark-to-market adjustments to our fuel hedge portfolio as the value of that portfolio increases and decreases. Our aircraft fuel expense can be volatile because it includes these gains or losses in the value of the underlying instrument as crude oil prices increase or decrease. Raw fuel expense is defined as the price that we generally pay at the airport, or the “into-plane” price, including taxes and fees. Raw fuel prices are impacted by world oil prices and refining costs, which can vary by region in the U.S. Raw fuel expense approximates cash paid to suppliers and does not reflect the effect of our fuel hedges.

Alaska's fuel hedge program was suspended in 2023 and all remaining positions were settled as of March 31, 2025. Hawaiian's fuel hedge program, which uses crude oil call options, was suspended in the first quarter of 2025, and has open positions, based in Brent crude oil, that will settle through the third quarter of 2025. The call options are designed to effectively cap the cost of the crude oil component of our jet fuel purchases. With call options, we are hedged against volatile crude oil price increases and, during a period of decline in crude oil prices, we only forfeit cash previously paid for hedge premiums.

A summary of Hawaiian's Brent crude positions is provided below:
  Approximate % of Hawaiian's Expected Fuel Requirements Weighted-Average Crude Oil Price per Barrel Average Premium Cost per Barrel
Hawaiian:
Second Quarter of 2025 19  % $93 $2
Third Quarter of 2025 % $91 $2

We evaluate economic fuel expense, which we define as raw fuel expense adjusted for the cash we receive from hedge counterparties for hedges that settle during the period and for the premium expense that we paid for those contracts. A key difference between aircraft fuel expense and economic fuel expense is the timing of gain or loss recognition on our hedge portfolio. Economic fuel expense includes gains and losses only when they are realized for those contracts that were settled during the period based on their original contract terms. We believe this is the best measure of the effect that fuel prices are currently having on our business as it most closely approximates the net cash outflow associated with purchasing fuel for our operations. Accordingly, many industry analysts evaluate our results using this measure, and it is the basis for most internal management reporting and incentive pay plans.

Three Months Ended March 31,
2025
2024 Pro forma
(in millions, except for per gallon amounts) Dollars Cost/Gal Dollars Cost/Gal
Raw or "into-plane" fuel cost $ 681  $ 2.60  $ 759  $ 2.96 
Losses on settled hedges 0.01  15  0.06 
Economic fuel expense 684  2.61  774  3.02 
Mark-to-market fuel hedge adjustments (3) (0.01) (15) (0.06)
Aircraft fuel, including hedging gains and losses $ 681  2.60  759  $ 2.96 
Fuel gallons 262  256 

On a pro forma basis, aircraft fuel expense decreased $78 million, or 10%. Raw fuel expense decreased by 10%, primarily driven by lower refining margins associated with the conversion of crude oil to jet fuel, as well as lower per gallon costs on crude oil. Decreases were partially offset by higher fuel consumption consistent with increased capacity.
Losses recognized for hedges that settled during the first quarter were $3 million in 2025, compared to losses of $15 million in 2024. These amounts represent cash paid for premium expense, offset by any cash received from those hedges at settlement.

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Non-fuel expense

The table below summarizes our operating expense line items, excluding fuel and other special items, on a pro forma basis. Generally, increases to these expenses are driven by capacity increases and growth of the Company's operations. Significant or unusual changes compared to 2024 on a pro forma basis are more fully described below.
Three Months Ended March 31, Change
(in millions) 2025 2024 As Reported
2024 Hawaiian Airlines(a)
2024 Pro forma
$ Change % Change
Wages and benefits $ 1,127  $ 804  $ 257  $ 1,061  $ 66  6%
Variable incentive pay 62  44  49  13  27%
Aircraft maintenance 220  122  76  198  22  11%
Aircraft rent 62  47  15  62  —  —%
Landing fees and rentals 242  165  47  212  30  14%
Contracted services 145  97  32  129  16  12%
Selling expenses 100  77  30  107  (7) (7)%
Depreciation and amortization 194  126  53  179  15  8%
Food and beverage service 85  58  22  80  6%
Third-party regional carrier expense 64  54  —  54  10  19%
Other 261  205  65  270  (9) (3)%
Total non-fuel operating expenses, excluding special items $ 2,562  $ 1,799  $ 602  $ 2,401  $ 161  7%
(a) As provided on Form 8-K filed with the SEC on January 22, 2025, including certain immaterial reclassification and policy adjustments.

Wages and benefits

The primary components of wages and benefits, including a reconciliation of 2024 on a pro forma basis, are shown in the following table:
Three Months Ended March 31, Change
(in millions) 2025 2024 As Reported 2024 Hawaiian Airlines
2024 Pro forma
$ Change % Change
Wages $ 847  $ 609  $ 182  $ 791  $ 56  7%
Pension - Defined benefit plans 10  (3) (30)%
Defined contribution plans 86  61  21  82  5%
Medical and other benefits 122  83  32  115  6%
Payroll taxes 65  44  19  63  3%
Total Wages and benefits $ 1,127  $ 804  $ 257  $ 1,061  $ 66  6%

On a pro forma basis, wages and benefits increased by $66 million, or 6%, driven by higher wage rates across multiple labor groups since the first quarter of 2024. Increases were partially offset by nonrecurring wages from irregular operations following the B737-9 grounding in the first quarter of 2024.

Variable incentive pay

On a pro forma basis, variable incentive pay increased $13 million, or 27%, due to the inclusion of Hawaiian employees in the Company's Performance-Based Pay program in 2025, as well as an increased wage base.

Aircraft maintenance

On a pro forma basis, aircraft maintenance increased $22 million, or 11%, driven by higher rates for outside maintenance work, additional maintenance projects, and the addition of certain E175 engines to Horizon's power-by-the-hour contract since the first quarter of 2024.
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Landing fees and other rentals

On a pro forma basis, landing fees and other rentals increased $30 million, or 14%, driven by increased volume of departures and landed weight. Increases to terminal rents were driven by higher rates and growth throughout the combined network.

Contracted services

On a pro forma basis, contracted services increased $16 million, or 12%, driven by higher rates charged by vendors as well as increased passengers throughout our combined network.

Depreciation and amortization

On a pro forma basis, depreciation and amortization increased $15 million, or 8%, primarily due to the addition of 20 owned aircraft to our airlines' fleets since the first quarter of 2024. Incremental depreciation on ground service and other equipment also contributed to the increase.

Third-party regional carrier expense

Third-party regional carrier expense, which represents payments made to SkyWest under the CPA with Alaska, increased $10 million, or 19%, driven by incremental departures and block hours operated by SkyWest.

Special items - operating

On a pro forma basis, special items increased $49 million, or 117%, driven by contractual changes to Alaska flight attendants' sick leave benefits and additional integration costs associated with the acquisition of Hawaiian Airlines. Fleet transition costs in the first quarter of 2024 did not recur in 2025.

Additional Segment Information

Refer to Note 11 to the unaudited condensed consolidated financial statements for a detailed description of each segment and a reconciliation of segment results to consolidated Air Group results. Below is a summary of each segment's results for the first quarter of 2025.

Alaska Airlines

Alaska Airlines reported a pretax loss, excluding special items and other adjustments, of $55 million in the first quarter of 2025, compared to a loss of $162 million in the same period in 2024. The $107 million improvement was primarily due to lost revenue and additional operational costs resulting from the B737-9 grounding in the first quarter of 2024. Growth in departures and revenue passengers also contributed to the increase. The improvement was partially offset by an increase in non-fuel operating expenses, driven largely by higher wages and variable costs associated with increased capacity.

Hawaiian Airlines

Hawaiian Airlines reported a pretax loss, excluding special items and other adjustments, of $88 million in the first quarter of 2025, compared to a loss on a pro forma basis of $173 million in the first quarter of 2024. Improved results were primarily driven by incorporating Hawaiian into Air Group's combined network, improved asset utilization, and lower fuel costs per gallon.

Regional

Regional reported a pretax loss of $10 million, excluding special items and other adjustments, in the first quarter of 2025, compared to a loss of $2 million in the same period in 2024. Higher operating expenses associated with increased capacity were partially offset by higher passenger revenue consistent with the increase in traffic.


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LIQUIDITY AND CAPITAL RESOURCES
 
As of March 31, 2025, we had cash and marketable securities of $2.5 billion. Our airlines have 113 unencumbered aircraft, which can be financed if necessary, and an $850 million bank line-of-credit facility with no outstanding borrowings. We expect our current cash and marketable securities balance, combined with our available sources of liquidity, are sufficient to fund our liquidity needs for the next 12 months. We expect to meet our liquidity needs for the foreseeable future using cash flows from our operations, our available sources of liquidity, and future financing arrangements. We discuss our sources and uses of cash in more detail below.

Operating cash flows
 
Cash provided by operating activities was $459 million during the first three months of 2025. Advance ticket sales and our co-branded credit card agreements are the primary sources of our operating cash flow. Our primary use of operating cash flow is for operating expenses, including payments for employee wages and benefits, aircraft fuel, payments to suppliers for goods and services, payments to lessors and airport authorities for leased aircraft, rents, and landing fees, and interest expense for our debt obligations. Additionally, we paid more than $300 million to employees in recognition of their 2024 Performance-Based Pay program achievements.

Investing cash flows
 
Capital expenditures to acquire aircraft, flight equipment, and other property and equipment are the primary purpose of our investing cash flow. We plan to incur approximately $1.4 billion to $1.6 billion in capital expenditures for 2025. We discuss our aircraft-related commitments in more detail below.

Cash used in investing activities was $381 million during the first three months of 2025. Property and equipment expenditures were $238 million, driven by the addition of one B787-9 aircraft as well as other flight equipment and ground equipment purchases. Net purchases of marketable securities were $134 million in 2025.

Financing cash flows

Cash provided by new financing arrangements is the primary source of our financing cash flow. Our primary uses of financing cash flow are payments of our debt and finance lease obligations, as well as share repurchases. Refer to Note 5 to the unaudited condensed consolidated financial statements for a detailed discussion of our debt balances, including a schedule outlining the time period of future payments.

Cash used in financing activities was $236 million during the first three months of 2025. Debt payments in the quarter were $156 million and cash paid for share repurchases was $105 million.
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Indicators of financial condition and liquidity

The table below presents the major indicators of financial condition and liquidity:
(in millions) March 31, 2025 December 31, 2024 Change
Cash and marketable securities(a)
$ 2,464  $ 2,475  —%
Cash, marketable securities, and unused lines of credit as a percentage of trailing twelve months' revenue 26  % 28  % (2) pts
Long-term debt, net of current portion
$ 4,290  $ 4,491  (4)%
Shareholders' equity $ 4,137  $ 4,372  (5)%
(a) Excludes restricted cash of $28 million as of March 31, 2025 and $29 million as of December 31, 2024.

Debt-to-capitalization, including leases
(in millions) March 31, 2025 December 31, 2024 Change
Long-term debt, net of current portion $ 4,290  $ 4,491  (4)%
Capitalized operating leases 1,414  1,405  1%
Capitalized finance leases
53  55  (4)%
Adjusted debt, net of current portion of long-term debt $ 5,757  $ 5,951  (3)%
Shareholders' equity 4,137  4,372  (5)%
Total invested capital $ 9,894  $ 10,323  (4)%
Debt-to-capitalization ratio, including leases 58  % 58  % — pts


Material cash commitments
 
We have various contractual obligations that require material future outlays of cash. These obligations include the purchase of aircraft and other flight equipment, payments for Alaska's CPA with SkyWest, debt service payments, lease payments for aircraft and other property and equipment, costs for aircraft and engine maintenance, sponsorship and license agreements, and other miscellaneous agreements for services associated with operating and marketing our airlines. We also anticipate we may have material cash outlays associated with new technologies for the future of the business. Currently, Alaska and Hawaiian have agreements to purchase sustainable aviation fuel (SAF) to be delivered in the coming years. These agreements are dependent on suppliers' ability to obtain all required governmental and regulatory approvals, achieve commercial operation, and produce sufficient quantities of SAF.

We expect to satisfy these obligations using cash flows from our operations, our available sources of liquidity, and future financing arrangements. Within the notes accompanying our unaudited condensed consolidated financial statements, refer to Note 5 for discussion of scheduled debt obligations and Note 7 for discussion of aircraft-related purchase commitments and CPA obligations.

As of March 31, 2025, Alaska had firm orders to purchase 70 B737 aircraft with deliveries expected between 2025 and 2029. Alaska also had rights for 100 additional B737 aircraft through 2030. Hawaiian had firm orders to purchase 9 B787-9 aircraft with deliveries expected between 2025 and 2028. Horizon had firm orders to purchase 5 E175 aircraft with deliveries between 2025 and 2026.

Boeing has communicated that certain B737 and B787-9 aircraft are expected to be delivered later than the contracted delivery timing. For Alaska, this includes certain B737-9 aircraft contracted for delivery in 2024 that have moved to 2025, certain B737-8 aircraft contracted for delivery in 2024 and 2025 that have moved later in the contracted year or into the year following the contracted delivery, and certain B737-10 aircraft contracted for delivery in 2025 and 2026 that have moved to 2026 or 2027, pending certification of the aircraft type. For Hawaiian, this includes certain B787-9 aircraft contracted for delivery between 2024 and 2026 that have been moved later into the contracted year or into the year following the contracted delivery. Management expects that other Boeing aircraft deliveries could be delayed beyond the contractual delivery. The table below summarizes our fleet plan, reflecting Boeing's communications and management's internal expectations.

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Actual Fleet Anticipated Fleet Activity
Aircraft March 31, 2025 2025 Changes Dec 31, 2025 2026 Changes Dec 31, 2026 2027 Changes Dec 31, 2027
Alaska Airlines Fleet:
B737-700 Freighters —  —  — 
B737-800 Freighters —  —  — 
B737-700 11  —  11  —  11  —  11 
B737-800 59  —  59  —  59  —  59 
B737-900 (5) —  —  —  —  — 
B737-900ER 79  —  79  —  79  —  79 
B737-8 14  20  —  20 
B737-9 76  80  —  80  —  80 
B737-10 —  —  —  17  20 
Total Alaska Airlines Fleet
240  248  257  17  274 
Hawaiian Airlines Fleet:
A330-300 Freighters(a)
10  —  10  —  10 
A330-200 24  —  24  —  24  —  24 
A321neo 18  —  18  —  18  —  18 
B717-200 19  —  19  —  19  —  19 
B787-9 10 
Total Hawaiian Airlines Fleet
72  76  78  81 
Regional Fleet:
E175 operated by Horizon 45  47  50  —  50 
E175 operated by third party 42  43  —  43  —  43 
Total Regional Fleet 87  90  93  —  93 
Total Air Group Fleet 399  15  414  14  428  20  448 
(a) A330-300 freighter aircraft to be utilized under the ATSA with Amazon. The ATSA provides for the operation of ten aircraft with customer options to expand the fleet.


GAAP TO NON-GAAP RECONCILIATIONS AND OPERATING STATISTICS
We are providing reconciliations of reported non-GAAP financial measures to their most directly comparable financial measures reported on a GAAP basis. We believe that consideration of these non-GAAP financial measures may be important to investors for the following reasons:

•By excluding certain costs from our unit metrics, we believe that we have better visibility into the results of operations. Our industry is highly competitive and is characterized by high fixed costs, so even a small reduction in non-fuel operating costs can result in a significant improvement in operating results. We believe that all U.S. carriers are similarly impacted by changes in jet fuel costs over the long run, so it is important for management and investors to understand the impact of company-specific cost drivers which are more controllable by management. We adjust for expenses related directly to our freighter aircraft operations, including those costs incurred under the ATSA with Amazon, to allow for better comparability to other carriers that do not operate freighter aircraft. We also exclude certain special charges as they are unusual or nonrecurring in nature and adjusting for these expenses allows management and investors to better understand our cost performance.

•CASMex is one of the most important measures used by management and by the Air Group Board of Directors in assessing cost performance. CASMex is also a measure commonly used by industry analysts, and we believe it is the basis by which they have historically compared our airline to others in the industry. The measure is also the subject of frequent questions from investors.

•Adjusted pretax income is an important metric for the employee incentive plan, which covers the majority of Air Group employees.
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•Disclosure of the individual impact of certain noted items provides investors the ability to measure and monitor performance both with and without these special items. We believe that disclosing the impact of these items as noted above is important because it provides information on significant items that are not necessarily indicative of future performance. Industry analysts and investors consistently measure our performance without these items for better comparability between periods and among other airlines.

•Although we disclose our unit revenue, we do not, nor are we able to, evaluate unit revenue excluding the impact that changes in fuel costs have had on ticket prices. Fuel expense represents a large percentage of our total operating expenses. Fluctuations in fuel prices often drive changes in unit revenue in the mid-to-long term. Although we believe it is useful to evaluate non-fuel unit costs for the reasons noted above, we would caution readers of these financial statements not to place undue reliance on unit costs excluding fuel as a measure or predictor of future profitability because of the significant impact of fuel costs on our business.

Although we are presenting these non-GAAP amounts for the reasons above, investors and other readers should not consider them a substitute for GAAP figures.

GAAP TO NON-GAAP RECONCILIATIONS (unaudited)

  Three Months Ended March 31,
(in millions) 2025 2024
Loss before income tax $ (233) $ (178)
Adjusted for:
Mark-to-market fuel hedge adjustment (3) (13)
Losses on foreign debt — 
Special items - operating 91  34 
Adjusted loss before income tax $ (140) $ (157)
Pretax margin (7.4) % (8.0) %
Adjusted pretax margin (4.5) % (7.0) %

Three Months Ended March 31,
2025 2024
(in millions, except per share amounts) Dollars Per Share Dollars Per Share
Net loss $ (166) $ (1.35) $ (132) $ (1.05)
Adjusted for:
Mark-to-market fuel hedge adjustments (3) (0.02) (13) (0.10)
Losses on foreign debt 0.04  —  — 
Special items - operating 91  0.74  34  0.27 
Income tax effect of adjustments above (22) (0.18) (5) (0.04)
Adjusted net loss $ (95) $ (0.77) $ (116) $ (0.92)

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  Three Months Ended March 31,
(in millions, except unit metrics)
2025 2024
Total operating expenses $ 3,334  $ 2,398 
Less the following components:
Aircraft fuel, including hedging gains and losses 681  565 
Freighter costs 41  15 
Special items - operating 91  34 
Total operating expenses, excluding fuel, freighter costs, and special items $ 2,521  $ 1,784 
ASMs 21,219  15,378 
CASMex 11.89  ¢ 11.60  ¢

OPERATING STATISTICS (unaudited)

Below are operating statistics we use to measure operating performance. Figures for the three months ended March 31, 2024 are as previously reported and do not include Hawaiian operations.
Three Months Ended March 31,
2025 2024 Change
Consolidated Operating Statistics(a):
Revenue passengers (000) 13,159 9,774 34.6%
RPMs (000,000) "traffic" 17,257 12,524 37.8%
ASMs (000,000) "capacity" 21,219 15,378 38.0%
Load factor 81.3% 81.4% (0.1) pts
Yield 16.28¢ 16.00¢ 1.8%
PRASM 13.24¢ 13.03¢ 1.6%
RASM 14.79¢ 14.51¢ 1.9%
CASMex 11.89¢ 11.60¢ 2.5%
Economic fuel cost per gallon(b)(c)
$2.61 $3.08 (15.3)%
Fuel gallons (000,000)(c)
262 188 39.4%
ASMs per gallon 80.9 81.8 (1.1)%
Departures (000) 123.8 95.7 29.4%
Average full-time equivalent employees (FTEs) 29,773 23,013 29.4%
Operating fleet(d)
399 315 84 a/c
Alaska Airlines Operating Statistics:
RPMs (000,000) "traffic" 11,723 11,422 2.6%
ASMs (000,000) "capacity" 14,345 14,035 2.2%
Economic fuel cost per gallon $2.61 $3.05 (14.4)%
Hawaiian Airlines Operating Statistics:
RPMs (000,000) "traffic" 4,307 n/a
ASMs (000,000) "capacity" 5,366 n/a
Economic fuel cost per gallon(c)
$2.50 n/a
Regional Operating Statistics:(e)
RPMs (000,000) "traffic" 1,227 1,102 11.3%
ASMs (000,000) "capacity" 1,508 1,343 12.3%
Economic fuel cost per gallon $2.80 $3.27 (14.4)%
(a)Except for FTEs, data includes information related to third-party regional capacity purchase flying arrangements.
(b)See reconciliation of this non-GAAP measure to the most directly related GAAP measure in the accompanying pages.
(c)Excludes operations under the Air Transportation Services Agreement (ATSA) with Amazon.
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(d)Includes aircraft owned and leased by Alaska, Hawaiian, and Horizon as well as aircraft operated by third-party regional carriers under capacity purchase agreements. Excludes all aircraft removed from operating service.
(e)Data presented includes information related to flights operated by Horizon and third-party carriers.


CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to our critical accounting estimates during the three months ended March 31, 2025. For information regarding our critical accounting estimates, see Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2024.


GLOSSARY OF TERMS

Aircraft Utilization - block hours per day; this represents the average number of hours per day our aircraft are in transit

Aircraft Stage Length - represents the average miles flown per aircraft departure

ASMs - available seat miles, or “capacity”; represents total seats available across the fleet multiplied by the number of miles flown

CASM - operating costs per ASM; represents all operating expenses including fuel, freighter costs, and special items

CASMex - operating costs excluding fuel, freighter costs, and special items per ASM, or "unit cost"

Debt-to-capitalization ratio - represents adjusted debt (long-term debt plus capitalized operating and finance lease liabilities) divided by total equity plus adjusted debt

Diluted Earnings per Share - represents earnings per share (EPS) using fully diluted shares outstanding

Diluted Shares - represents the total number of shares that would be outstanding if all possible sources of conversion, such as stock options, were exercised

Economic Fuel - best estimate of the cash cost of fuel, net of the impact of our fuel-hedging program and excluding operations under the Air Transportation Service Agreement (ATSA) with Amazon

Freighter Costs - operating expenses directly attributable to the operation of Alaska's B737 freighter aircraft and Hawaiian's A330-300 freighter aircraft exclusively performing cargo missions

Load Factor - RPMs as a percentage of ASMs; represents the number of available seats that were filled with revenue passengers

PRASM - passenger revenue per ASM, or "passenger unit revenue"

RASM - operating revenue per ASMs, or "unit revenue"; operating revenue includes all passenger revenue, freight & mail, loyalty program revenue, and other ancillary revenue; represents the average total revenue for flying one seat one mile

RPMs - revenue passenger miles, or "traffic"; represents the number of seats that were filled with revenue passengers; one passenger traveling one mile is one RPM

Yield - passenger revenue per RPM; represents the average passenger revenue for flying one passenger one mile There have been no material changes in market risk from the information provided in Item 7A.
34


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
 
“Quantitative and Qualitative Disclosure About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2024.
 
35


ITEM 4. CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures

As of March 31, 2025, an evaluation was performed under the supervision and with the participation of our management, including our chief executive officer and chief financial officer (collectively, our “certifying officers”), of the effectiveness of the design and operation of our disclosure controls and procedures. These disclosure controls and procedures are designed to ensure that the information required to be disclosed by us in our periodic reports filed with or submitted to the Securities and Exchange Commission (the SEC) is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms, and includes, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our certifying officers, as appropriate, to allow timely decisions regarding required disclosure. Our certifying officers concluded, based on their evaluation, that disclosure controls and procedures were effective as of March 31, 2025.
 
Changes in Internal Control over Financial Reporting
 
On September 18, 2024, we acquired Hawaiian Holdings, Inc. As of the date of this Quarterly Report on Form 10-Q, we are making progress in further integrating Hawaiian in our evaluation of internal controls over financial reporting for the combined company. As the integration continues and business processes evolve, management will continue to evaluate the existing internal controls over financial reporting for change.

Except as noted above, there have been no changes in the Company’s internal controls over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Our internal control over financial reporting is based on the 2013 framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO Framework).
36


PART II

ITEM 1. LEGAL PROCEEDINGS

See Note 7 to the unaudited condensed consolidated financial statements within Part I, Item 1 of this document for a discussion of the Company's ongoing legal proceedings.

ITEM 1A. RISK FACTORS

See Part I, Item 1A. "Risk Factors," in our 2024 Form 10-K for a detailed discussion of risk factors affecting Alaska Air Group.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The below table provides certain information with respect to our purchases of shares of our common stock during the first quarter of 2025. The shares were purchased pursuant to a $1 billion repurchase plan authorized by the Board of Directors in December 2024.
Total Number of
Shares Purchased
Average Price
Paid per Share
Maximum remaining
dollar value of shares
that can be purchased
under the plan
(in millions)
January 1, 2025 - January 31, 2025 314,480  $ 67.80 
February 1, 2025 - February 28, 2025 357,221  73.62 
March 1, 2025 - March 31, 2025 1,094,715  54.95 
Total 1,766,416  $ 61.02  $ 893 

As taxpayer protection required under the PSP under the CARES Act, the Company granted the U.S. government a total of 1,455,437 warrants to purchase ALK common stock in 2020 and 2021. An additional 427,080 warrants were issued in conjunction with a draw on the CARES Act Loan in 2020. In 2024, the warrants were sold at auction to a third party investor. In March 2025, 1,660,705 of the warrants were exercised, with an exercise price of $31.61 for 1,355,206 warrants and $52.25 for 305,499 warrants, in a net share settlement for 809,768 shares of ALK common stock. The shares of common stock issued in connection with the warrant exercise were issued without registration in reliance on the exemption provided by Section 3(a)(9) of the under the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION
 
During the three months ended March 31, 2025, no director or officer of Alaska Air Group adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934.

37


ITEM 6. EXHIBITS
 
The following documents are filed as part of this report:

EXHIBIT INDEX
Exhibit
Number
Exhibit
Description
Form Date of First Filing Exhibit Number
3.1 10-Q August 3, 2017 3.1
3.2 8-K December 15, 2015 3.2
10.1*#†
10-Q
31.1† 10-Q
31.2† 10-Q
32.1† 10-Q
32.2† 10-Q
101.INS† XBRL Instance Document - The instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document.
101.SCH† XBRL Taxonomy Extension Schema Document
101.CAL† XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF† XBRL Taxonomy Extension Definition Linkbase Document
101.LAB† XBRL Taxonomy Extension Label Linkbase Document
101.PRE† XBRL Taxonomy Extension Presentation Linkbase Document
104† Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Filed herewith
* Indicates management contract or compensatory plan or arrangement.
# Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K Item 601(b)(10).








38


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/ EMILY HALVERSON
Emily Halverson
Vice President Finance, Controller, and Treasurer
May 8, 2025
 
39
EX-10.1 2 ex101-2016performanceincen.htm EX-10.1 Document

ALASKA AIR GROUP, INC.
2016 PERFORMANCE INCENTIVE PLAN
STOCK UNIT AWARD AGREEMENT
THIS STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated [AWARD DATE], by and between ALASKA AIR GROUP, INC., a Delaware corporation (the “Corporation”), and [PARTICIPANT NAME] (the “Participant”) evidences the award of restricted stock units (the “Award”) granted by the Corporation to the Participant as to the number of stock units (the “Stock Units”) first set forth below.
Number of Stock Units1:
Award Date:

Vesting The Award shall vest and become nonforfeitable with respect to one-third of the total number of Stock Units subject to the Award on each of the first, second and third anniversaries of the Award Date (the “Vesting Date”).

The Award is granted under the Alaska Air Group, Inc. 2016 Performance Incentive Plan (the “Plan”) and subject to the Terms and Conditions of Stock Unit Award (the “Terms”) attached to this Agreement (incorporated herein by this reference) and to the Plan. The Award has been granted to the Participant in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Participant. Capitalized terms are defined in the Plan if not defined herein. The parties agree to the terms of the Award set forth herein. The Participant acknowledges receipt of a copy of the Terms, the Plan and the Prospectus for the Plan.

ALASKA AIR GROUP, INC.
A Delaware Corporation

Benito Minicucci
Chief Executive Officer






1 Subject to adjustment under Section 7.1 of the Plan.


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TERMS AND CONDITIONS OF STOCK UNIT AWARD

1.Stock Units. As used herein, the term “stock unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Corporation’s Common Stock (subject to adjustment as provided in Section 7.1 of the Plan) solely for purposes of the Plan and this Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Stock Units vest pursuant to this Agreement. The Stock Units shall not be treated as property or as a trust fund of any kind.
2.Vesting. Subject to Section 7 below, the Award shall vest and become nonforfeitable as set forth on the cover page of this Agreement.
3.Continuance of Employment/Service Required; No Employment/Service Commitment. Except as expressly provided in Section 7 below, the Participant is required to remain in employment or service with the Corporation or one of its Subsidiaries through the applicable Vesting Date as a condition to the vesting of the applicable installment of the Award and the rights and benefits under this Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 7 below or under the Plan.
Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the Corporation, affects the Participant’s status as an employee at will who is subject to termination without cause, confers upon the Participant any right to remain employed by or in service to the Corporation or any Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or services, or affects the right of the Corporation or any Subsidiary to increase or decrease the Participant’s other compensation or benefits. Nothing in this paragraph, however, is intended to adversely affect any independent contractual right of the Participant without his or her consent thereto.
4.Limitations on Rights Associated with Units. The Participant shall have no rights as a stockholder of the Corporation, no dividend rights and no voting rights, with respect to the Stock Units and any shares of Common Stock underlying or issuable in respect of such Stock Units until such shares of Common Stock are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate.
5.Restrictions on Transfer. Neither the Award, nor any interest therein or amount or shares payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily. The transfer restrictions in the preceding sentence shall not apply to (a) transfers to the Corporation, or (b) transfers by will or the laws of descent and distribution.
6.Timing and Manner of Payment of Stock Units. As soon as administratively practicable after the applicable Vesting Date (and in no event later than two and one-half (2 ½) months after such Vesting Date), the Corporation shall deliver to the Participant a number of shares of Common Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion) equal to the number of Stock Units subject to this Award that vest on the Vesting Date; provided, however, that if any Stock Units vest pursuant to Section 7 of this Agreement in connection with the Participant’s Separation from Service (as defined in Exhibit A attached hereto), the payment of such vested Stock Units shall be made within thirty (30) days after the date that is six (6) months after such Separation from Service. The Corporation’s obligation to deliver shares of Common Stock or otherwise make payment with respect to vested Stock Units is subject to the condition precedent that the Participant or other person entitled under the Plan to receive any shares with respect to the vested Stock Units deliver to the Corporation any representations or other documents or assurances that the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements. The Participant shall have no further rights with respect to any Stock Units that are paid or that terminate pursuant to Section 7.
7.Effect of Termination of Employment or Service.
(a)General. Except as expressly provided below in this Section 7, the Participant’s Stock Units shall terminate to the extent such units have not become vested prior to the first date the Participant is no longer employed by or providing services to the Corporation or one of its Subsidiaries, regardless of the reason for the termination of the Participant’s employment or service with the Corporation or a Subsidiary (the last day that the Participant is employed by or provides services to the Corporation or a Subsidiary is referred to as the Participant’s “Severance Date”). If any unvested Stock Units are terminated hereunder, such Stock Units shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Corporation and without any other action by the Participant, or the Participant’s beneficiary or personal representative, as the case may be. If the Participant is rendering services other than as an employee or a director, the Administrator shall be the sole judge of whether the Participant continues to render services for purposes of this Agreement.
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(b)Separation Due to Death, Disability or Retirement. Notwithstanding Section 7(a), if the Participant’s Separation from Service is the result of:
(1)Participant’s death or Disability, the Participant’s Stock Units, to the extent such units are outstanding and not then vested, shall become fully vested as of the Participant’s Severance Date and shall be paid in accordance with Section 6.
(2)Participant’s Retirement, the Participant’s Stock Units, to the extent such units are outstanding and not then vested, shall become fully vested as of the Participant’s Severance Date and shall be paid in accordance with Section 6, provided Participant has remained in employment or service with the Corporation or one of its Subsidiaries for at least six (6) months following the Award Date.
(c)Certain Separations in Connection with Change of Control. Notwithstanding Section 7(a), the Participant’s Stock Units, to the extent such units are outstanding and not then vested, shall become fully vested on the Participant’s Severance Date and shall be paid in accordance with Section 6 if (i) the Participant’s Separation from Service is the result of a termination of the Participant’s employment by the Corporation or one of its Subsidiaries without Cause or by the Participant for Good Reason, and (ii) such termination of employment occurs at any time within the period commencing six (6) months before a Change of Control and ending twenty-four (24) months after such Change of Control. In the event that the Participant’s Severance Date occurred before the Change of Control and the Participant is entitled to accelerated vesting of the Award pursuant to this Section 7(c) in connection with such Change of Control, the Award, to the extent it had not vested and was purported to have terminated on the Participant’s Severance Date pursuant to Section 7(a), shall be reinstated (as though no such termination of employment had occurred) and shall automatically become fully vested as of the date of the Change of Control.
(d)Defined Terms. For purposes of the Award, the terms “Cause,” “Change of Control,” “Disability,” “Good Reason” and “Retirement” have the meanings ascribed to such terms on Exhibit A hereto.
8.Adjustments Upon Specified Events; Change of Control.
(a)Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan (including, without limitation, an extraordinary cash dividend on such stock), the Administrator shall make adjustments in accordance with such section in the number of Stock Units then outstanding and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend paid on the Common Stock.
(b)Notwithstanding anything in Section 7.2 of the Plan to the contrary but subject to the next sentence, to the extent the Award constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, no change in the timing of payment of the Award may be made pursuant to Section 7.2 of the Plan. In connection with a Change of Control that constitutes a “change in the ownership or effective control” of the Corporation or a “change in the ownership of a substantial portion of the assets” of the Corporation (in each case within the meaning of Section 409A of the Code), the Administrator may terminate and liquidate the Award and distribute all vested benefits hereunder in accordance with the requirements of Treasury Regulation 1.409A-3(j)(4)(ix)(A), (B) or (C) promulgated under Section 409A of the Code (or any similar successor provision), which regulation generally provides that a deferred compensation arrangement may be terminated within twelve (12) months following a dissolution or change in control of the Corporation or may be terminated if the Corporation also terminates all other similar deferred compensation arrangements and distributes all benefits under the Award not less than twelve (12) months and not more than twenty-four (24) months following such termination. For clarity, in the event of any such change in ownership referred to in the preceding sentence in connection with which the Administrator has so provided for the termination and liquidation of the Award, any Stock Units subject to the Award that are outstanding and otherwise unvested immediately prior to such change in ownership shall be deemed fully vested upon (or, as necessary to give effect to such acceleration, immediately prior to, such change in ownership).
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9.Tax Withholding. Subject to Section 8.1 of the Plan, upon any distribution of shares of Common Stock in respect of the Stock Units, the Corporation shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (determined in accordance with the applicable provisions of the Plan), to satisfy any withholding obligations of the Corporation or its Subsidiaries with respect to such distribution of shares at the minimum applicable withholding rates. In the event that the Corporation cannot legally satisfy such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the Stock Units, the Corporation (or a Subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment.
10.Notices. Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the Participant at the Participant’s last address reflected on the Corporation’s records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be given only when received, but if the Participant is no longer employed by or providing services to the Corporation or a Subsidiary, shall be deemed to have been duly given by the Corporation when enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government.
11.Plan. The Award and all rights of the Participant under this Agreement are subject to the terms and conditions of the provisions of the Plan, incorporated herein by reference. The Participant agrees to be bound by the terms of the Plan and this Agreement. The Participant acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Agreement. Unless otherwise expressly provided in other sections of this Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not (and shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.
12.Entire Agreement. This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.
13.Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Corporation as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general unsecured creditor of the Corporation with respect to amounts credited and benefits payable, if any, with respect to the Stock Units, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to Stock Units, as and when payable hereunder.
14.Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
15.Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.
16.Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.
17.Construction. It is intended that the terms of the Award shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Participant to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Participant.
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18.Clawback Policy. The Stock Units are subject to the terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, requirements of applicable law, including but not limited to restrictions on executive compensation levels under the Coronavirus Aid, Relief and Economic Security (CARES) Act, any of which could in certain circumstances require repayment or forfeiture of the Stock Units or any shares of Common Stock or other cash or property received with respect to the Stock Units (including any value received from a disposition of the shares acquired upon payment of the Stock Units).
19.No Advice Regarding Grant. The Participant is hereby advised to consult with his or her own tax, legal and/or investment advisors with respect to any advice the Participant may determine is needed or appropriate with respect to the Stock Units (including, without limitation, to determine the foreign, state, local, estate and/or gift tax consequences with respect to the Award). Neither the Corporation nor any of its officers, directors, affiliates or advisors makes any representation (except for the terms and conditions expressly set forth in this Agreement) or recommendation with respect to the Award. Except for the withholding rights set forth in Section 9 above, the Participant is solely responsible for any and all tax liability that may arise with respect to the Award.


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EXHIBIT A
DEFINITIONS
For purposes of the Award, the following terms shall have the meanings set forth is this Exhibit A.
“Cause” means the occurrence of any of the following:
(i)the Participant is convicted of, or has pled guilty or nolo contendere to, a felony (other than traffic related offenses or as a result of vicarious liability); or
(ii)the Participant has engaged in acts of fraud, material dishonesty or other acts of willful misconduct in the course of his or her duties to the Corporation or any of its Subsidiaries; or
(iii)the Participant willfully and repeatedly fails to perform or uphold his or her duties to the Corporation or any of its Subsidiaries; or
(iv)the Participant willfully fails to comply with reasonable directives of the Board which are communicated to him or her in writing;
provided, however, that no act or omission by the Participant shall be deemed to be “willful” if the Participant reasonably believed in good faith that such acts or omissions were in the best interests of the Corporation.
“Change of Control” means the occurrence of any of the following:
(i)    the consummation of:
(A)    any consolidation or merger of the Corporation in which the Corporation is not the continuing or surviving corporation or pursuant to which shares of common stock of the Corporation would be converted into cash, securities or other property, other than a merger of the Corporation in which the holders of common stock of the Corporation immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger; or
(B)    any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Corporation;
(ii)    at any time during a period of twenty-four (24) months, fewer than a majority of the members of the Board are Incumbent Directors. “Incumbent Directors” means (A) individuals who constitute the Board at the beginning of such period; and (B) individuals who were nominated or elected by all of, or a committee composed entirely of, the individuals described in (A); and (C) individuals who were nominated or elected by individuals described in (B);
(iii)    any Person (meaning any individual, entity or group within the meaning of Section 13(d)(3) or 14(d) of the Exchange Act) shall, as a result of a tender or exchange offer, open market purchases, privately-negotiated purchases or otherwise, become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of the then-outstanding securities of the Corporation ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of members of the Board (“Voting Securities” to be calculated as provided in paragraph (d) of Rule 13d-3 in the case of rights to acquire common stock of the Corporation) representing 20% or more of the combined voting power of the then-outstanding Voting Securities; or
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(iv)    approval by the stockholders of the Corporation of any plan or proposal for the liquidation or dissolution of the Corporation.
Unless the Board shall determine otherwise, a Change of Control shall not be deemed to have occurred by reason of any corporate reorganization, merger, consolidation, transfer of assets, liquidating distribution or other transaction entered into solely by and between the Corporation and any affiliate thereof, provided such transaction has been approved by at least two-thirds (2/3) of the Incumbent Directors (as defined above) then in office and voting.
Notwithstanding the foregoing, in no event shall a transaction or other event that occurred prior to the date of grant of the Award constitute a Change of Control, and no Change of Control after the first Change of Control to occur after the grant date shall be considered for purposes of the Award.
“Disability” means a “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator).
“Good Reason” means, without the Participant’s express written consent, the occurrence of any one or more of the following:
(i)a material reduction in the Participant’s annual base salary;
(ii)a material diminution or reduction of the Participant’s authority, duties, or responsibilities;
(iii)a material change in the geographic location at which the Participant must perform services; or
(iv)any material breach by the Corporation of any other provision of this Agreement;
provided, however, that any such condition shall not constitute “Good Reason” unless both (x) the Participant provides written notice to the Corporation of the condition claimed to constitute Good Reason within ninety (90) days of the initial existence of such condition, and (y) the Corporation fails to remedy such condition within thirty (30) days of receiving such written notice thereof; and provided, further, that in all events the termination of the Participant’s employment with the Corporation shall not be treated as a termination for “Good Reason” unless such termination occurs not more than two (2) years following the initial existence of the condition claimed to constitute “Good Reason.”
(a)“Retirement” means that, as of the Participant’s Severance Date, the Participant either (i) has attained age 55 with at least five (5) full years of service with the Corporation and its Subsidiaries, or (ii) has attained age 60, or (iii) is a participant in and is entitled to commence a benefit under a defined benefit plan sponsored by the Corporation or any of its Subsidiaries and has at least 10 years of service with the Corporation and its Subsidiaries.
(b)“Separation from Service” means a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder (i.e. generally a termination of the Participant’s employment with the Corporation or a Subsidiary).
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EX-31.1 3 alk10-q12025ex311.htm EX-31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER Document

EXHIBIT 31.1
CERTIFICATIONS
I, Benito Minicucci, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Alaska Air Group, Inc. for the period ended March 31, 2025;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 8, 2025
By /s/ BENITO MINICUCCI
Benito Minicucci
President and Chief Executive Officer



EX-31.2 4 alk10-q12025ex312.htm EX-31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER Document

EXHIBIT 31.2
CERTIFICATIONS
I, Shane R. Tackett, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Alaska Air Group, Inc. for the period ended March 31, 2025;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 8, 2025
By /s/ SHANE R. TACKETT
Shane R. Tackett
Executive Vice President/Finance and Chief Financial Officer




EX-32.1 5 alk10-q12025ex321.htm EX-32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER Document

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Alaska Air Group, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Benito Minicucci, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 8, 2025
By /s/ BENITO MINICUCCI
Benito Minicucci
Chief Executive Officer




EX-32.2 6 alk10-q12025ex322.htm EX-32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER Document

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Alaska Air Group, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shane R. Tackett, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 8, 2025
By /s/ SHANE R. TACKETT
Shane R. Tackett
Executive Vice President/Finance and Chief Financial Officer