UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-K
 
   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20212023
 
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.
Delaware91-1292054
(State of Incorporation)(I.R.S. Employer Identification No.)
19300 International Boulevard, Seattle, Washington 98188
Telephone: (206) 392-5040

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 Par ValueALKNew York Stock Exchange
 Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒   No  ☐ 
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ☐      No   
 
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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, a 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 filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes  No ☒
 
As of January 31, 2022,2024, shares of common stock outstanding totaled 125,912,426.126,048,946. The aggregate market value of the shares of common stock of Alaska Air Group, Inc. held by nonaffiliates on June 30, 2021,2023, was approximately $7.5$6.7 billion (based on the closing price of $60.31$53.18 per share on the New York Stock Exchange on that date). 

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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive Proxy Statement relating to 2022for the Company's 2024 Annual Meeting of Shareholders are incorporated by reference ininto Part III.III of this Form 10-K.


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ALASKA AIR GROUP, INC.
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 20212023
 
TABLE OF CONTENTS
 
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 
As used in this Form 10-K, 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. and Horizon Air Industries, Inc. are referred to as “Alaska” and “Horizon” and together as our "airlines.”
 
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
In addition to historical information, this Form 10-K 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
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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. 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 our risk factors, see Item 1A. "Risk Factors.” Some of these risks include competition, labor costs, relations and availability, general economic conditions including those associated with pandemic recovery, increases in operating costs including fuel, inability to meet cost reduction, ESG and other strategic goals, seasonal fluctuations in demand and financial results, supply chain risks, events that negatively impact aviation safety and security, changes in laws and regulations that impact our business, and risks related to our pending acquisition of Hawaiian Holdings Inc. Please consider our forward-looking statements in light of those risks as you read this report.

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Table of Contents
PART I 
ITEM 1. BUSINESS

Alaska Air Group (the "Company" or "Air Group") is a Delaware corporation incorporated in 1985 that operates two airlines, Alaska and Horizon. Alaska was organized in 1932 and incorporated in 1937 in the state of Alaska. Horizon is a Washington corporation that was incorporated and began service in 1981, and was acquired by Air Group in 1986. Air Group acquired Virgin America in 2016, then legally merged the entity with Alaska in 2018, at which time the airlines' operating certificates were also combined. The Company also includes McGee Air Services, an aviation services provider that was established as a wholly-owned subsidiary of Alaska in 2016, and other subsidiaries.

Alaska and Horizon operate as separate airlines, with individual business plans, competitive factors and economic risks. We organize the business and review financial operating performance by aggregating our business in three operating segments, which are as follows:

Mainline - includes scheduled air transportation on Alaska's Boeing and Airbus jet737 (B737) aircraft for passengers and cargo throughout the U.S., and in parts of Mexico, Costa Rica, Belize, the Bahamas, and Belize.Guatemala.
Regional - includes Horizon's and other third-party carriers’ scheduled air transportation on Embraer E175 (E175) aircraft for passengers across a shorter distance network within the U.S., Canada, and CanadaMexico under capacity purchase agreements (CPA). This segment includes the actual revenuesrevenue and expenses associated with regional flying, as well as an allocation of corporate overhead incurred by Air Group on behalf of the regional operations.
Horizon - includes the capacity sold to Alaska under a CPA. Expenses include those typically borne by regional airlines such as crew costs, ownership costs and maintenance costs.

Together we areAlaska is the fifth largest airline in the United States, offering unparalleled guest service, connectivity, and schedules from our hub markets along the West Coast. With our regional partners, we fly to more than 120 destinations throughout North America. As a member of the oneworld® alliance, Alaska provides our guests with global access to more than 900 destinations in 170 territories. We have operated in a highly competitive and often challenging industry for nearlymore than 90 years. Our top priority as an airline is ensuring the safety of our guests and employees, an area that we continually invest in. Our success over many decades and resilience in difficult times is attributable to the prioritization of safety as our number one value, our people, business model, and commitment to sustainable growth over the long-term.

During 2023, we made progress on our strategic priorities, enhancing our competitive advantages and positioning us for future success. We completed the transition of our Mainline and Regional operations to single fleets of B737 and E175 aircraft, which will enable improvements in productivity and cost efficiency. Focused cost discipline, single fleet efficiencies, and operational excellence throughout the year helped drive a year-over-year improvement of 2.6% in unit costs excluding fuel and special items. Additionally, our premium products and our loyalty program enabled revenue growth and provided great value to our guests. The execution of these priorities enabled Air Group to deliver record-breaking revenue for the year of $10.4 billion, and to produce operating cash flows of $1.1 billion. These financial results place Air Group among the best in the industry, with cost performance that is unmatched.

In 2021, our business continuedDecember 2023, the Company entered into an agreement to recover fromacquire Hawaiian Airlines (Hawaiian) through the impactsacquisition of Hawaiian Holdings Inc., subject to shareholder approval and certain regulatory agency reviews. The deal accelerates Air Group's existing strategy, and drives value creation by bringing together two highly complementary networks, while preserving both the ongoing COVID-19 pandemic that beganAlaska and Hawaiian brands. Our strong histories, culture, and values will enable clear benefits as we combine workforces and continue investing in 2020. Demand for travel improved considerably in 2021 as travel restrictions and stay-at-home orders relaxed. However, progress was volatile as new COVID-19 variants impacted the communities that we serve. In response toAdditionally, the uncertainties in recovery, we scaled capacity back up in a measured way, bringing flying back as demand materialized. This approach was a critical factor that enabled us to return to profitability in the second half of the year. As a result, our 2021 operating cash flows were positive, even when excluding the impact of government grants. This progress enabled us to repay $1.3 billion in debtcombined entity will expand consumer choice across Hawaii and return our debt to capitalization ratio to 49%, the lowest level since the first quarter of 2020. In addition, we voluntarily funded a $100 million pension contribution, bringing our funded status to 98% as of year end.

The improved results in 2021 set a foundation for our return to pre-COVID flying levels by summer 2022 and growth from there. Our 2025 Plan includes ambitious goals, including aligning our growth strategy with critical environmental, social and governance targets. Instrumental to achieving this is our restructured fleet agreement with Boeing, which includes firm commitments for 93 new 737-9 aircraft to be delivered through 2024, with options to purchase 52 additional aircraft. These deliveries began in earnest in 2021, and ramp up significantly in 2022. The new 737-9 aircraft replace the aging Airbus A320 aircraft, which will be retired from the operating fleet by 2023. Significantly improved per-seat economics driven by larger gauge and improved fuel efficiency, as well as the transition to a single mainline fleet, will serve as the baseline for high-margin capacity growth over the next several years.

In 2021, recovery of leisure demand outpaced recovery of business demand. Responding to these trends, we adapted our network to take our guests where they want to fly. We announced 32 new routes to popular leisure destinations, including Belize. With new routes announced in 2021, we will serve 100 nonstop destinations from Seattle-Tacoma International Airport by summer 2022, more than any other carrier. We also formally joined the oneworld® alliance in 2021, which provides global access for our guests and exciting growth opportunities for our airlines. As we grow our West Coast hubs, we plan to maximize connectivity to partner airlines, allowing our guests greater global connectivity. By summer 2022, Alaska guests will be able to access 100 nonstop flights to Europe from the West Coast, on oneworld partners. Although we have ambitious growth plans, weand will continueallow us to deploy capacitycompete more effectively with the larger airlines in a disciplined manner that is responsive to changing demand trends.the industry.

Our success is fueled by the engagement and dedication of our employees. Aligning our employees' goals with the Company's goals is critical in achieving success. To that end, all employees participate in our Performance-Based Pay (PBP) and
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Operational Performance Rewards (OPR) programs, which reward employees across all work groups based on metrics related to safety, profitability and cash flow, sustainability, on-time performance, low costs and customer satisfaction. In 2021, we rewarded employees with $151 million under these incentive programs.

AIR GROUP

Our airlines operate different aircraft and missions. Alaska operates a fleet of narrowbody passenger jetsB737 aircraft on primarily longer stage-length routes. Alaska contracts primarily with Horizon and SkyWest Airlines, Inc. (SkyWest) for shorter-haulshort-haul capacity and receives all passenger revenue from those flights. Horizon operates Embraer 175 (E175) regional jet aircraft and Bombardier Q400 turbopropE175 aircraft and sells all of its capacity to Alaska pursuant to a Capacity Purchase Agreement (CPA).CPA. Given the capabilities of the B737 and E175 fleets, many of our routes can be served by either fleet, which allows us to flexibly manage our network and schedule. The majority of our revenues arerevenue is generated by transporting passengers.

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The percentage of revenuesrevenue by category is as follows:
202120202019
Passenger revenuePassenger revenue89 %85 %92 %
Passenger revenue
Passenger revenue
Mileage Plan other revenueMileage Plan other revenue%10 %%
Cargo and other%%%
Mileage Plan other revenue
Mileage Plan other revenue
Cargo and other revenue
Cargo and other revenue
Cargo and other revenue
TotalTotal100 %100 %100 %
Total
Total

We deploy aircraft in ways that we believe will best optimize our revenuesrevenue and profitability, and reduce the impacts of seasonality.

The percentage of our capacity by region is as follows:
 202120202019
West Coast(a)
31 %32 %28 %
Transcon/midcon37 %41 %44 %
Hawaii, Costa Rica and Belize16 %10 %14 %
Alaska11 %11 %10 %
Mexico%%%
Canada— %%%
Total100 %100 %100 %
 202320222021
West Coast(a)
26 %27 %31 %
Transcon/midcon44 %43 %37 %
Hawaii13 %13 %16 %
Alaska10 %11 %11 %
Latin America%%%
Total100 %100 %100 %
(a)Category represents flying within the West Coast. Departures from the West Coast to other regions are captured in other categories.

MAINLINE

Our Mainline operations include Boeing 737 (B737) and Airbus A320 family (A320 and A321neo) jetB737 service offered by Alaska. We offer extensive passenger service from the western U.S. throughout the contiguous United States, Alaska, Hawaii, Mexico, Costa Rica, Belize, the Bahamas, and Belize.Guatemala. Our largest concentrations of departures are in Seattle, Portland, and the Bay Area. We also offer cargo service throughout our network and have three dedicated cargo aircraft that operate primarily to and within the state of Alaska.
In 2021,2023, we carried 2335 million revenue passengers in our Mainline operations, up from 1232 million in 2020 as demand for air travel rebounded from2022.
In 2023, we retired all Airbus aircraft and completed the lowstransition of the COVID-19 pandemic.our Mainline operations to an all-Boeing 737 fleet. At December 31, 2021,2023, our Mainline operating fleet consisted of 177231 B737 jet aircraft and 40 Airbus A320 family jet aircraft.

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The percentage of Mainline passenger capacity by region and average stage length is presented below:
202120202019
West Coast(a)
West Coast(a)
24 %22 %23 %
West Coast(a)
West Coast(a)
Transcon/midconTranscon/midcon40 %47 %46 %
Hawaii, Costa Rica and Belize18 %12 %16 %
Transcon/midcon
Transcon/midcon
Hawaii
Hawaii
Hawaii
AlaskaAlaska12 %13 %11 %
Mexico%%%
Alaska
Alaska
Latin America
Latin America
Latin America
Total
Total
TotalTotal100 %100 %100 %
Average Stage Length (miles)Average Stage Length (miles)1,324 1,272 1,299 
Average Stage Length (miles)
Average Stage Length (miles)
(a)Category represents flying within the West Coast. Departures from the West Coast to other regions are captured in other categories.

REGIONAL
 
Our Regional operations consist primarily of flightsinclude E175 service operated by Horizon and SkyWest. In 2021,2023, our Regional operations carried approximately 9nine million revenue passengers, primarily in the states of Washington, Oregon, IdahoCalifornia, Alaska, and California.Idaho. Horizon is the largest regional airline in the Pacific Northwest and carriescarried approximately 65%47% of Air Group's Regional revenue passengers.

Based on 2021 Horizon2023 passenger enplanements on Regional aircraft, our most significant concentration of Regional activity was in Seattle and Portland.

In 2023, we transitioned our Regional operations to an all-Embraer E175 fleet. At December 31, 2021,2023, Horizon’s operating fleet consisted of 3041 E175 jet aircraft and 32 Bombardier Q400 turboprop aircraft. The Regional fleet operated by SkyWest consisted of 3242 E175 aircraft. All Bombardier Q400 aircraft were retired from our fleet by January 2023.

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The percentage of Regional passenger capacity by region and average stage length is presented below:
202120202019
West CoastWest Coast74 %75 %61 %
West Coast
West Coast
Pacific Northwest
Pacific Northwest
Pacific NorthwestPacific Northwest%%10 %
CanadaCanada— %%%
Canada
Canada
AlaskaAlaska%%%
Midcon16 %14 %25 %
Alaska
Alaska
Transcon/midcon
Transcon/midcon
Transcon/midcon
Total
Total
TotalTotal100 %100 %100 %
Average Stage Length (miles)Average Stage Length (miles)521 524 490 
Average Stage Length (miles)
Average Stage Length (miles)

CARGO AND OTHER REVENUE

The Company provides freight and mail services (cargo). We have four dedicated cargo aircraft that operate primarily to and within the state of Alaska. The majority of cargo services are provided to commercial businesses and the United States Postal Service. The Company satisfies cargo service performance obligations and recognizes revenue when the shipment arrives at its final destination, or is transferred to a third-party carrier for delivery. In 2023, Alaska added a B737-800 freighter to the existing fleet of three B737-700 freighters. Alaska expects to add a second B737-800 freighter to its fleet in the first quarter of 2024.

The Company also earns other revenue for lounge memberships, hotel and car commissions, travel insurance, and certain other immaterial items not intrinsically tied to providing air travel to passengers. Revenue is recognized when these services are rendered and recorded as Cargo and other revenue.

FREQUENT FLYER PROGRAM

Alaska Airlines Mileage Plan™ provides members with a comprehensive suite of frequent flyer benefits. MilesMembers can be earnedearn miles by flying on our airline, which will accumulate faster because our miles are awarded based on flightdistance traveled. Awarding based on distance, not spend.spend, is unique and serves as a competitive advantage over other airlines' programs, as miles accumulate faster. Miles can also be earned by flying with one of our partner airlines, by using an Alaska Airlinesthe co-branded credit card, or through other non-airline partners. Miles awarded do not expire and can accumulate until such time a member chooses to redeem. Members can redeem miles earned for flights on our airlines or partner airlines, hotel stays, or for first class upgrades on Alaska Airlines.

For the most frequent flyers, the program offers multiple tiers of MVP status, including MVP Gold, MVP Gold 75K, and MVP Gold 100K, which can be achieved annually by earning qualifying miles or by flying a specified number of segments on Alaska or any of our 30 partner airlines. For those achieving MVP tier status, the program offers benefits, including bonus miles on flown segments, complimentary upgrades, free checked bags, and priority boarding. Members qualifying for higher tiers are offered incremental benefits. As the newesta member of oneworld, our already extensive list of airline partners expandedMileage Plan members with tier status are provided reciprocal status and now comprises 23 partner airlines, making it easier for our members to earn miles and reach elite status in our frequent flyer program, and providing them reciprocal tier statusbenefits when flying on other oneworld carriers. Through members.

Alaska and our partners,has an agreement with Bank of America N.A which offers Mileage Plan members have access to a network of over 1,000 worldwide travel destinations. Further, members can receive up to 40,000 bonus miles upon signing up forin the United States the Alaska Airlines Visa Signature card and meeting a minimum(co-branded credit card). Cardholders receive miles for spend threshold, earning three miles per $1 spent on Alaska Airlines purchases, and one mile per $1 spent on all other purchases. Alaska Airlines Visa Signature cardholders and small business cardholders in the U.S., and select Alaska Mastercard cardholders in Canada, also receivecard, as well as an annual companion ticket that allows members to purchase an additional ticket for $99 plus taxes, with no restrictions or black-out dates, and a free first checked bag for up to seven people traveling on the same itinerary. EarnedThe co-branded credit card agreement provides the Company a material cash inflow on an annual basis, and is an important source of value for Mileage Plan members.

In 2023, Mileage Plan members redeemed miles can be redeemedand companion certificates for flightsseven million award tickets on our airlines ourand partner airlines, hotel stays, or for upgrades to first class on Alaska Airlines. We believe all of these benefits give ourairlines. Mileage Plan members more value than competing programs.

Mileage Plan revenues,revenue, including thosethat in the Passenger revenue income statement line item, represented approximately 20%16% of Air Group's total revenuesrevenue in 2021.2023. Accounting policies for Mileage Plan helps drive revenue growth by attracting new customers, keeping existing customers actively engaged, and building customer loyalty throughare described more fully in Note 3 to the benefits that we provide.
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consolidated financial statements.

COMMERCIAL AGREEMENTS WITH OTHER AIRLINES

Our commercialmarketing agreements with other airlines fall into three categories: frequent flyer, codeshare, and interline.

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Frequent flyer agreements enable our Mileage Plan members to accrue miles andand/or redeem them for flights on partner airlines.

Codeshare agreements allow one or more marketing carriers to sell seats on a single operating carrier that services passengers under multiple flight numbers. The sale of codeshare seats can vary depending on the sale arrangement. For example, in a free-sale arrangement, the marketing carrier sells the operating carrier's inventory without any restriction; whereas in a block-space arrangement, a fixed amount of seats are sold to the marketing carrier by the operating carrier. The interchangeability of the flight code between carriers provides a greater selection of flights for customers, along with increased flexibility for mileage accrual and redemption.

Interline agreements allow airlines to jointly offer a competitive, single-fare itinerary to customers traveling via multiple carriers to a final destination. An interline itinerary offered by one airline may not necessarily be offered by the other, and the fares collected from passengers are prorated and distributed to interline partners according to preexisting agreements between the carriers.

Frequent flyer, codeshare, and interline agreements help increase our traffic and revenue by providing a more diverse network and schedule options to our guests.

Upon entrance to the oneworld alliance, Alaska added seven new airline partners and enhanced eight existing partnerships with oneworld members. As a oneworld member, Alaska's elite Mileage Plan members now receive tier status matching across member airlines. Depending on tier status, guests can enjoy a variety of privileges, including access to more than 650600 international first and business class lounges, fast track through security, priority baggage benefits, priority check-in desks, upgrades, and priority boarding.

Alliances are an important part of our strategy and enhance our revenuesrevenue by:
 
offering our guests more travel destinations and better mileage credit and redemption opportunities, including elite qualifying miles on U.S. and international airline partners;

providing a consistent and seamless guest experience whether you are flying on Alaska or one of our partners;
 
giving us access to more connecting traffic from other airlines; and
 
providing members of our alliance partners’ frequent flyer programs an opportunity to travel on Alaska and our regional partners while earning mileage credit in our partners’ programs.
 
Most of our codeshare relationships are free-sale codeshares, where the marketing carrier sells seats on the operating carrier’s flights from the operating carrier’s inventory, but takes no inventory risk. Our marketing agreements have various termination dates, and one or more may be in the process of renegotiation at any time. Our codeshare and interline agreements generated 2%5%, 3%5%, and 5%2% of our total marketed flight revenuesrevenue for the years ended December 31, 2021, 20202023, 2022, and 2019.2021.


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A comprehensive summary of Alaska's alliances with other airlines is as follows:    
Codeshare
 AirlineFrequent
Flyer
Agreement
Alaska Flight # on
Flights Operated by
Other Airline
Other Airline Flight #
on Flights Operated by
Alaska or CPA Partners
Aer LingusYesNoNo
Air Tahiti NuiNoYesYesYes
American AirlinesYesYesYes
Bahamasair(b)
YesNoYesNo
British AirwaysYesNoYes
Cape Air(b)
YesNoNo
Cathay Pacific AirwaysYesNoYes
Condor Airlines(a)
YesNoYesNoYes
EL AL Israel Airlines(c)
YesNoYes
Fiji Airways(a)
YesNoYes
FinnairYesNoYesYes
Hainan AirlinesYesNoNo
IberiaYesNoYesYes
IcelandairYesNoYesYes
Japan AirlinesYesYesYes
Kenmore Air(b)
YesNoYesNo
Korean AirYesNoYes
LATAMYesNoYes
Malaysia AirlinesYesNoNo
Mokulele Airlines(b)
YesNoNo
Porter AirlinesYesNoNo
Qantas AirwaysYesYesYes
Qatar AirwaysYesNoYesYes
Ravn AlaskaYesNoNo
Royal Air MarocYesNoNo
Royal JordanianYesNoNo
S7 AirlinesYesNoNo
Singapore AirlinesYesNoYes
Southern Airways Express(b)
YesNoNo
SriLankan AirlinesYesNoNo
STARLUX AirlinesYesNoNo
(a)These airlines do not have their own frequent flyer program. However, Alaska's Mileage Plan members can earn and redeem miles on these airlines' route systems.
(b) These airline partnerships are limited to earning miles. Alaska's Mileage Plan members can earn miles when purchasing these airlines' flights on alaskaair.com.
(c) Codeshare and frequent flyer agreements with El AL Israel Airlines terminate on August 1, 2024.


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CARGO AND OTHER REVENUE


The Company provides freight and mail services (cargo). The majority of cargo services are provided to commercial businesses and the United States Postal Service. The Company satisfies cargo service performance obligations and recognizes revenue when the shipment arrives at its final destination, or is transferred to a third-party carrier for delivery.

The Company also earns other revenue for lounge memberships, hotel and car commissions, and certain other immaterial items not intrinsically tied to providing air travel to passengers. Revenue is recognized when these services are rendered and recorded as Cargo and other revenue.

GENERAL

The airline industry is highly competitive and subject to potentially volatile business cycles, resulting from factors such as a global pandemic,uncertain economic conditions, volatile fuel prices, supply chain dependencies, pandemics, a largely unionized work force, the need to finance large capital expenditures and the related availability of capital, government regulation—regulation - including taxes and fees, and potential aircraft incidents. Airlines have high fixed costs, primarily for wages, aircraft fuel, aircraft ownership, and facilities rents. Because expenses of a flight do not vary significantly based on the number of passengers carried, a relatively small change in the number of passengers or in pricing has a disproportionate effect on an airline’s operating and financial results. In other words, a minor shortfall in expected revenue levels could cause a disproportionately negative impact to our operating and financial results. Passenger demand and ticket prices are, in large measure, influenced by the general state of the economy, current global economic and political events, and total available airline seat capacity.

8SAFETY


The safety and well-being of our employees and guests is the foundation of our work at Alaska Air Group. The Company's primary safety objective is to identify, monitor, and mitigate safety risks using our Safety Management System. Safety goals and objectives are regularly reviewed and communicated to employees, and are continually measured to evaluate our progress. Our principles of "Ready, Safe, Go" are critical to empowering employees to stop the operation any time something appears to be unsafe. Our employees are also rewarded for reporting safety concerns and meeting measurable safety targets as both our Performance Based Pay (PBP) and Operational Performance Rewards (OPR) programs include payouts for achievement to stated goals.

Air Group's Board of Directors has a Safety Committee that is responsible for oversight of safety-related risk and management's efforts to ensure the safety of all passengers and employees. The Committee receives regular updates from management throughout the year and provides feedback in order to help create and maintain a strong safety culture.

FUEL

Our business and financial results are highly impacted by the price and the availability of aircraft fuel. Aircraft fuel expense includes raw fuel expense, or the price that we generally pay at the airport, including taxes and fees, plus the effect of mark-to-market adjustments to our fuel hedge portfolio as the value of that portfolio increases and decreases. The cost of aircraft fuel is volatile and outside of our control, and it can have a significant and immediate impact on our operating results. Over the past three years, aircraft fuel expense ranged from 14%23% to 24%28% of operating expenses. Fuel prices are impacted by changes in both the price of crude oil and refining costs and can vary by region in the U.S.
The price of crude oil on an average annual basis for the past three years has ranged from a low of $39$68 per barrel in 20202021 to a high of $68$94 in 2021.2022. For us, a $1 per barrel change in the price of oil equates to approximately $16$20 million of raw fuel costexpense annually based on 20212023 consumption levels. Said another way, a one-cent change in our fuel price per gallon would have impacted our 20212023 raw fuel costexpense by approximately $7$8 million.

Refining margins, which represent the price of refining crude oil into aircraft fuel, are a smaller portion of the overall price of jet fuel, but have also contributed to the price volatility in recent years. Over the last three years, average annual West Coast refining margin prices have fluctuated from a low of $11$12 per barrel in 20202021 to a high of $26$48 per barrel in 2019.2022.

Generally, West Coast jet fuel prices are somewhat higher and more volatile than prices in the Gulf Coast or on the East Coast. Our average raw fuel cost per gallon increaseddecreased 14% in 2023, after increasing 73% in 2022 and increasing 37% in 2021, after decreasing 29% in 2020 and decreasing 6% in 2019.2021.

The percentages ofcost composition our aircraft fuel expense, by crude oil and refining margins, as well as the percentage of our aircraft fuel expenseproportion of operating expenses that fuel comprises, are as follows:
202120202019
Crude oilCrude oil84 %64 %62 %
Crude oil
Crude oil
Refining margins
Refining margins
Refining marginsRefining margins16 %16 %28 %
Other(a)
Other(a)
— %20 %10 %
Other(a)
Other(a)
Total
Total
TotalTotal100 %100 %100 %
Aircraft fuel expenseAircraft fuel expense23 %14 %24 %
Aircraft fuel expense
Aircraft fuel expense
(a)Other includes gains and losses on settled fuel hedges, unrealized mark-to-market fuel hedge gains or losses, taxes, and other into-plane costs.

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We usehave historically used crude oil call options as hedges againstto limit our exposure to the volatility of jetrapid increases in fuel prices. Call options effectively cap our price for crude oil, limiting our exposure to increasing fuel prices for about half of our planned fuel consumption. WithThe call options we are hedged againstlessen the financial impact from spikes in crude oil prices, and during a period of declines in crude oilwhen prices are below our call option strike prices, we only forfeit cash previously paid for hedge premiums. In the fourth quarter of 2023, we suspended purchases of crude oil call options as we reevaluate our fuel and hedge program strategies. Our final crude oil call option position will settle in the first quarter of 2025. We begin hedging approximately 18 months in advance of consumption.are exploring alternative strategies that will enable fuel cost optimization across our West Coast geographies and mitigate our concentrated reliance on West Coast refineries.

In 2020, Alaska began using sustainableSustainable aviation fuel for certain(SAF) is an important part of our long-term strategy to reduce emissions. In 2023, Alaska used limited quantities of SAF on flights departing from San Francisco International Airport and Los Angeles International Airport. Sustainable aviation fuelSAF prices are currentlygenerally higher than traditionaljet fuel prices as the SAF market is still developing. As of December 31, 2023, Alaska has agreements to purchase approximately 200 million gallons of neat SAF to be delivered through 2030. The demand for SAF within the aviation industry significantly exceeds the current available supply. We are evaluating options for obtaining the volume of sustainable aviation fuelsSAF that we expect will be necessary to move us towardstoward our long-term sustainability goals. These options include partnerships with alternative fuel companies and industry groups focused on ways to accelerate innovation in this area.

We believe that operating fuel-efficient aircraft and executing on operational best practices are the best hedges againststrategies to mitigate high fuel prices. Maintaining a young, fuel-efficient fleet helps reduce our fuel consumption rate, but alsoas well as the amount of greenhouse gases and other pollutants that our aircraft emit.

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COMPETITION

Competition in the airline industry can be intense and unpredictable. Our competitors consist primarily of other airlines and, to a lesser extent, other forms of transportation. Competition can be direct, in the form of another carrier flying the exact non-stop route, or indirect, where a carrier serves the same two cities non-stop from an alternative airport in that city or via an itinerary requiring a connection at another airport. We compete with other domestic airlines and a limited number of international airlines on nearly all of our scheduled routes. Our largest competitor is Delta Air Lines Inc. (Delta). Approximately 76%75% of our capacity to and from Seattle competes with Delta. As we have grown in California and have expanded our transcontinental route offerings,In addition to Delta, United Airlines and Southwest Airlines have also become largeare significant competitors on the West Coast and have increased their capacity in markets we serve.the states of Hawaii and Alaska. Our California and transcontinental routes have a higher concentration of competitors when compared to our historical route structure, which was predominately concentrated inroutes within the Pacific Northwest. As carriers further restore domestic capacity in the recovery from the COVID-19 pandemic, we expect the amount of competitive capacity overlap with all carriers to increase in the first quarter of 2022.

We believe that the following competitive factors matter to guests when making an air travel purchase decision:
Routes served, flight schedules, codesharing and interline relationships, and frequent flyer programs

We compete with other airlines based on markets served, the frequency of service to those markets and frequent flyer opportunities. Some airlines have more extensive route structures than we do, and they offer significantly more international routes. In order to expand opportunities for our guests, we enter into codeshare and interline relationships with other airlines that provide reciprocal frequent flyer mileage credit and redemption privileges. These relationships allow us to offer our guests access to more destinations than we can on our own, gain exposure in markets we do not serve and allow our guests more opportunities to earn and redeem frequent flyer miles. Our Mileage Plan offers some of the most valuable benefits in the industry, allowing our members the ability to earn and redeem miles on 23 partner carriers.

Our 2021 entry into the oneworld alliance provides our guests increased global network utility and benefits, and positions us to capture an incremental share of global travelers and corporate accounts as demand for air travel recovers further from the COVID-19 pandemic.

Safety and guest health

Safety is our top priority and is at the core of everything we do. In its most recent rankings for 2022, AirlineRatings.com has again ranked Alaska as the safest U.S. airline within its ranking of the Top 20 safest airlines in the world. In 2020, we also received our 19th Diamond Award of Excellence from the Federal Aviation Administration (FAA), recognizing both Alaska and Horizon aircraft technicians for their commitment to training.

As a result of the COVID-19 pandemic, our guests are sensitive to the risk of potential contagion throughout their journey. To address these concerns, we partnered with health and safety experts to build our Next-Level Care initiative. The initiative added nearly 100 measures through all stages of travel aimed at educating and helping our guests and employees to stay safe and to build confidence in flying.

Fares and ancillary services

Ticket and other fee pricing is a significant competitive factor in the airline industry, and the increased availability of fare information on the internet allows travelersindustry. Travelers are able to easily compare fares and identify competitor promotions and discounts. Pricing is driven by a variety of factors including, but not limited to, market-specific capacity, market share per route/geographic area, cost structure, fare vs. ancillary revenue strategies, and demand.

For example, airlinesAirlines often discount fares to drive traffic in new markets or to stimulate traffic when necessary to improve load factors. In addition, traditional networkHistorically, markets that faced competition from low-cost and ultra-low-cost carriers have been ablewere subject to reduce their operating costs through bankruptciesdisruptive ticket and mergers, while low-cost carriers have continued to grow their fleets and expand their networks, potentially enabling them to better control costsfee pricing as the carriers' low cost per available seat mile (the average cost to fly an aircraft seat one mile), which in turn may enableallowed them to lowerserve markets at very low fares. Post-COVID industry competitive dynamics are evolving. Legacy carriers with expansive networks and diversified product offerings have experienced greater success attracting more price-conscious customers with their fares.basic economy offerings. These factors can reduce our pricing power and that of the airline industry as a whole.

Domestic airline capacity is dominated by four large carriers, representing 78% of total seats. One of our advantages is that we offer low fares and a premium value product and experience. However, given the large concentration of industry capacity, some carriers in our markets may discount their fares substantially to develop or increase market share. Fares that are substantially below our cost to operate can be harmful if sustained over a long period of time. We will defend our
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position in our core markets and, if necessary, adjust capacity to better match supply with demand. Our strong financial position and low cost advantage have historically enabled us to offer competitive fares while still earning returns for our shareholders.
 
CustomerRoutes served, flight schedules, codesharing and interline relationships, and alliances

We compete with other airlines based on markets served and the frequency of service to those markets. Some airlines have more extensive route structures than we do, and reputationthey offer significantly more international routes. In order to expand opportunities for our guests, we enter into codeshare and interline relationships with other airlines. These relationships
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allow us to offer our guests access to more destinations than we can on our own and to gain exposure in markets we do not serve. The agreements also make it more convenient for guests to purchase flights to their final destinations through Alaska's distribution channels.

Alaska's membership in the oneworld alliance provides our guests increased global network utility, and positions us to capture an incremental share of global travelers and corporate accounts. Through oneworld, guests can travel to more than 900 destinations in 170 territories.

Frequent flyer programs

We compete with other airlines for customer loyalty in order to build long-term relationships with our guests. Our Mileage Plan program offers some of the most valuable benefits in the industry, giving our members the ability to earn and redeem miles when flying with us or our 30 partner carriers. Awarding miles for flights based on distance traveled serves as a competitive advantage when compared to other airlines that award miles based on fares, as customers can accumulate miles faster. The program has multiple tiers of status that offer a variety of benefits including bonus miles, complimentary upgrades, free checked bags, and priority boarding. Mileage Plan members also have access to the Alaska Airlines Visa Signature card as an additional way to accumulate miles and take advantage of additional benefits. The program also gives guests the ability to enjoy privileges on other oneworld airlines by granting reciprocal status and benefits, which include upgrades, lounge access, and priority boarding.
Product and customer service

We compete with other airlines in areas of customer service such as on-time performance and guest amenities - including first class and other premium seating, quality of on-board products, aircraft type and comfort. All mainlineAir Group offers first class and premium seats in all Mainline and Regional aircraft. In 2023, we completed our installation of satellite Wi-Fi on aircraft in operating service have our refreshed interior configuration, which provides our guests with one consistent experience across the Mainline fleet. We also beganIn 2024, we will begin installing next-generation Gogo® inflight satellite-basedhigh-speed satellite Wi-Fi on our entire Boeing and Airbus fleets in 2018, which is now plannedRegional fleet, becoming the first major airline to be completed in early 2022.do so.

Our employees are a critical element of our reputation. We have a highly engaged workforce that strives to provide genuine and caring service to our guests, both at the airport and onboard. We heavily emphasize our service standards with our employees through training and education programs, and monetary incentives related to operational performance and guest satisfaction.

In addition to domestic or foreign airlines that we compete with on most of our routes, we compete with ground transportation in our short-haul markets. Our airlines also compete with technology, such as video conferencing and internet-based meeting tools. We expect that the advancement and increased utilization of these tools will eliminate the need for some business-related travel.

TICKET DISTRIBUTION
 
Our tickets are distributed through three primarymultiple channels:
 
Direct to customer: Selling direct at alaskaair.com isand through the Alaska Airlines app are less expensive than other channels. We believe direct sales through this channel are preferable from a branding and customer relationship standpoint because we can establish ongoing communication with the guest and tailor offers accordingly. As a result, we prioritize efforts that drive more business to our website. We also have reservation call centers where guests can book reservations for a $15 fee.
 
Traditional and online travel agencies: Both traditional and online travel agencies typically use Global Distribution Systems to obtain their fare and inventory data from airlines. Bookings made through these agencies result in a fee that is charged to the airline. Many large corporate customers require us to use these agencies. Some of our competitors rely on this distribution channel to a lesser extent than we do, and, as a result, may have lower ticket distribution costs.
 
Reservation call centers: Our call centers are located in Phoenix, AZ, Seattle, WA, and Boise, ID. We generally charge a $15 fee for booking reservations through the call centers.

OurIn 2023, direct sales by channel are as follows: 
 202120202019
Direct to customer68 %73 %65 %
Traditional agencies12 %12 %20 %
Online travel agencies%%11 %
Reservation call centers11 %%%
Total100 %100 %100 %
composed approximately 73% of our total sales.

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SEASONALITY AND OTHER FACTORS

Our results of operations for any interim period are not necessarily indicative of those for the entire year because our business is subject to seasonal fluctuations. In typical years, our profitability is generally lowest during the first and fourth quarters due principally to fewer departures and passengers. Profitability typically increases in the second quarter and then reaches its highest level during the third quarterquarters as a result of vacation travel. Although pre-tax profits have not fully recovered to pre-COVID levels, seasonal fluctuations began to return to pre-COVID patterns as demand recovered in 2021, aided by the widespread availability of COVID-19 vaccines in the second quarter. However, due to relatively weaker business travel recovery and volatility from new COVID variants, seasonal fluctuations have not fully normalized. In a typical year, some of the impacts of seasonality are offset by travel from the West Coast to leisure destinations like Hawaii and Costa Rica, and expansion to leisure and business destinations in the mid-continental and eastern U.S. Seasonality and operationaloperating fluctuations may have a significant impact on operating results in an interim or annual period, and are not predictable in the current environment and may be permanently changed post-pandemic.necessarily indicative of future operating results.

In a typical year, in addition to passenger loads, factors that could cause our quarterly operating results to vary include:  

pricing initiatives by us or our competitors,competitors;

•      changes in fuel costs,costs;

increases in competition at our primary airports,airports;

general economic conditions and resulting changes in both leisure and business passenger demand,demand;
 
increases or decreases in passenger and volume-driven variable costs,costs; and

air space and Air Traffic Control delays, particularly in Seattle and San Francisco.
 
Many of the markets we serve experience inclement weather conditions in the winter, causing increased costs associated with deicing aircraft, canceling flights, and accommodating displaced passengers. Due to our geographicgeographically concentrated area of operations, we can be more susceptible to adverse weather conditions, particularly in the state of Alaska and the Pacific Northwest, than some of our competitors who may be better able to spread the impact of weather-related risks over larger route systems.

No material part of our business, or that of our subsidiaries, is dependent upon a single customer, or upon a few high-volume customers.

SUSTAINABILITY INITIATIVES

Taking responsibility for our impact on the environment is an integral part of delivering value for all those who depend on us – employees, guests, ownersshareholders, and communities. To that end, we are focused on mitigating or reducing our most significant environmental impacts. Our sustainability goals are anchored by our commitment to reduce our carbon emissions. In 2021, we announced newWe have both short and long-term targets,goals, with the ultimate goal of reachinglong-term aim to reach net-zero carbon emissions by 2040. Our roadmap for achieving this goal includes the following focus areas:

Renewing our fleet with more efficient airplanes - Alaska received 11 Boeing 737-9 aircraft in 2021 and has firm commitments to take 82 more. Alaska also has options for 52 additional 737-9 aircraft. These aircraft will provide improved fuel efficiency compared to the aircraft they are slated to replace, and enable fuel-efficient growth as well. Alaska has also partnered with Boeing on the 737-9 ecoDemonstrator program, which tests advanced technologies designed to enhance the safety and sustainability of air travel.

Using sustainable aviation fuel - Among currently available technologies, sustainable aviation fuel has the greatest potential for enabling near-term progress towards our net-zero emissions goal. Alaska has joined other carriers at Seattle Tacoma International Airport and San Francisco International Airport to establish a pathway to commercially viable sustainable aviation fuel. Expanding use of sustainable aviation fuel also depends on its reliable availability. To this end, we are partnered with others in the aviation community to identify and develop new sources of production.

Increasing operational efficiency - Alaska and Horizon take pride in consistently delivering top-of-industry operational performance. Alaska'sBy having a consistent, top-of-industry operational performance, we are also able to optimize our fuel efficiency. Alaska pioneered the use of Required Navigational Performance, aids in reducing emissions through providingnow an industry standard, which provides more direct and fuel-efficient approaches and reducingreduces weather-related diversions. Alaska was also the first in the industry to
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adoptand Horizon have adopted Flyways AI, a technology which leverages artificial intelligence and machine learning to optimize air traffic and enable more fuel-efficient flight paths for aggregate savingspaths. Other initiatives include reducing auxiliary power unit usage and connecting to ground power, taxiing with just one engine where conditions allow, and implementing a new engine wash program.

Reducing emissions from our ground service equipment through the acquisition and use of fuel, carbon emissionselectrified and time.other lower-emissions equipment is another aspect of improving operational efficiency. Currently, not all airports have the necessary infrastructure in place to support charging and use of these units to enable their full operational reliability, and we are actively working with our airport partners to make these important improvements.

IncreasingRenewing our fleet with more efficient airplanes - Alaska received 29 B737 aircraft in 2023 and has firm commitments to take 80 additional B737 aircraft. Alaska has also secured 105 additional rights for B737 aircraft through 2030. Due to their design, up-gauged capacity, and engines, the new B737 aircraft are between 15% to 25% more efficient on a seat-by-seat basis than the aircraft they replace.
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Using SAF - Among available technologies, SAF has the greatest potential for enabling near-term progress towards our net-zero emissions goal, as it can be used alongside traditional jet fuel as a drop-in fuel while producing up to 80% lower carbon emissions on a lifecycle basis. Currently, there are supply constraints in the SAF market, including scope, scale, and cost, which we are dependent on in order to expand our use of electric or alternative powerSAF at the quantities necessary to reach our sustainability goals. Alaska is working with others in the aviation community, companies in the private sector, and governments at the federal and state levels towards advancing the scalability of SAF production and reducing its cost.

Alaska currently offtakes SAF from Neste at San Francisco International Airport and from Shell Aviation at Los Angeles International Airport. Alaska also has agreements to purchase approximately 200 million gallons of neat SAF to be delivered through 2030. Alaska's Fueled Up for the Future program enables collaboration with business travel customers to address their business travel emissions while supporting the development of the SAF market. In 2023, Alaska signed an agreement with Shell Aviation to advance SAF technology and infrastructure throughout the West Coast. Alaska also launched a partnership with CHOOOSE™, a climate technology company, to empower guests to estimate, understand, and address their travel-related carbon emissions by supporting climate solutions, such as SAF and certified climate projects.

Investing in new technologies -In Electric and hybrid-electric aircraft, including those using hydrogen, may be available for regional commercial air service within the next two decades. To identify and enable these and other technologies needed to accelerate our path to net-zero carbon emissions, among other business needs, we established an investment arm in 2021, we launched and fundedcalled Alaska Star Ventures LLC, an investment arm with a primary focus on identifying and funding companies working on emerging green technologies. Alaska also announced a collaboration(ASV). Through ASV, we have partnered with ZeroAvia, to begin development on a company developing hydrogen-electric powertrain engine capable of flyingtechnology for regional aircraft. In 2023, Alaska contributed a retired Q400 aircraft to ZeroAvia to support its research and development. As this and other hybrid or zero-emissions technologies develop for regional or shorter-haul aircraft, we will continue seeking opportunities to enable this progress.

Additionally, our net-zero ambitions require technologies not yet fully developed or available at the scale required to decarbonize our industry. In these areas, we are focused on doing our part to aid in excess of 500 nautical miles. In 2021, Alaska Star Ventures funded $5 million,their development and has goals to contribute an additional $33 million of cashgrowth as well as galvanizing support from both public and in-kind investmentsprivate sectors through 2028. Alaskapublic policy and Horizon also continue to expand the use of electric ground equipment at airports.capital investment.

Harnessing credible carbon offset and carbon removal technology -To close any remaining gaps on While our preference is for in-sector carbon reductions, the pathtimeline for development and maturation of SAF markets and emerging aircraft technologies is difficult to net-zero,predict, and we expect it is likely that both nature-based and engineered carbon removals will play some role in meeting our ambitious goals. We have partnered with industry experts to identify and vetdevelop criteria for assessing credible, high-quality carbon offsettingoffsets and carbon removal technologies. The Company does not currently purchase or invest in any carbon offsets or carbon removal technology. We will continue to evaluate various strategies, including these technologies, as we refine our plans to achieving net-zero.

In alignment with our sustainability goals, we joined the Climate Pledge in 2021, an Amazon-led initiative to limit emissions that includes more than 200 companies. Also in 2021,2023, we included a carbon emissions metric for the third year in our company-wide Performance-Based Pay program, as we believe it is important to embed these critical targets into the incentives that align all of our employees.

Aside from our commitments to reducing our airlines' carbon footprint, we also recognize the impact our operation has in generating waste. In 2018, we were the first U.S. airlineAlaska partners with a third-party firm to remove plastic strawsconduct quarterly waste audits at our hubs. Specific measures taken in recent years include requiring guests to pre-order meals to reduce food waste and stir sticks from our aircraft and in 2019, we launched a campaign called #FillBeforeYouFly to engage our employees and guests in reducing plastic waste. In 2021, we expanded inflight sustainability efforts by tradingreplacing single-use plastic water bottles and cups forwith plant-based cartons and recyclable paper cups. Alaska leads the industry in inflight recycling, and continues to evaluate new ways to further reduce inflight waste.


HUMAN CAPITALSUSTAINABILITY GOVERNANCE

OUR PEOPLE

Our businessThe Governance, Nominating, and Corporate Responsibility Committee of the Board of Directors oversees Air Group’s Environmental, Social, and Governance (ESG) program and is labor intensive. Asresponsible for oversight of December 31, 2021, we employed 22,833 (17,054 at Alaska, 3,494 at Horizon,the strategy, goals, and 2,285 at McGeepublic disclosures on ESG matters. The Committee regularly reviews performance on publicly reported sustainability goals and climate-related issues. The Board has a dedicated Climate Working Group to oversee management’s climate strategy and path to net-zero. This working group is comprised of four members from the board who bring deep expertise in energy, aviation, finance, and governance. The Audit Committee of the Board of Directors oversees Air Services) active employees. Of those employees, 90% are full-time and 10% are part-time. Wages and benefits, including variable incentive pay, represented approximately 56% of our total non-fuel operating expenses in 2021 and 47% in 2020.

Most major airlines, including Alaska and Horizon, have employee groups that are covered by collective bargaining agreements. Airlines with unionized workforces generally have higher labor costs than carriers without unionized workforces. Those with unionized workforces may not have the ability to adjust labor costs downward quickly in response to new competition or slowing demand. At December 31, 2021, labor unions represented 86% of Alaska’s, 50% of Horizon’s, and 87% of McGee Air Services' employees.

Our relations with U.S. labor organizations are governed by the Railway Labor Act (RLA). Under the RLA, collective bargaining agreements do not expire, but instead become amendable as of a stated date. If either party wishes to modify the terms of any such agreement, it must notify the other party in the manner prescribed by the RLA and/or described in the agreement. After receipt of such notice, the parties must meet for direct negotiations, and if no agreement is reached, either party may request the National Mediation Board to initiate aGroup's financial reporting process, including mediation, arbitration, and a potential “cooling off” period that must be followed before either party may engage in self-help.disclosures on ESG matters within the Company's financial statements.

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Alaska’s union contractsWe have formalized governance and oversight of ESG at December 31, 2021 were as follows:
UnionEmployee GroupNumber of EmployeesContract Status
Air Line Pilots Association, International (ALPA)(a)
Pilots3,062 Amendable 3/31/2020
Association of Flight Attendants (AFA)Flight attendants5,530 Amendable 12/17/2022
International Association of Machinists and Aerospace Workers (IAM)Ramp service and stock clerks684 Amendable 9/27/2024
IAMClerical, office and passenger service4,234 Amendable 9/27/2024
Aircraft Mechanics Fraternal Association (AMFA)Mechanics, inspectors and cleaners910 Amendable 10/17/2023
Mexico Workers Association of Air Transport(b)
Mexico airport personnel100 Amendable 9/29/2019
Transport Workers Union of America (TWU)Dispatchers90 Amendable 3/24/2022
(a)Negotiations with ALPA for an updated collective bargaining agreement are ongoing asthe management level. As a member of the dateExecutive Committee (EC), the Senior Vice President of this filing. In September 2021, Alaska Airlines engagedPublic Affairs and Sustainability is responsible for leading ESG strategy and development. The EC is responsible for overseeing the National Mediation Board to assist in negotiations.
(b)As a result of amendments to Mexican labor laws, the Company has up to four years to make changes to the existing labor agreements. During that time, the existing contracts remain in place.progress toward our climate goals and providing input on Air Group's climate strategy.

Horizon’s union contracts at December 31, 2021 were as follows:
UnionEmployee GroupNumber of EmployeesContract Status
International Brotherhood of Teamsters (IBT)Pilots816 Amendable 12/31/2024
AFAFlight attendants625 Amendable 4/30/2024
AMFA(a)
Mechanics and related classifications240 Amendable 12/15/2020
UniforStation personnel in 
Vancouver and Victoria, BC, Canada
28 Expires 2/13/2023
TWUDispatchers25 Amendable 1/29/2026
(a)Negotiations with AMFA for an updated collective bargaining agreement began in November 2021. Horizon and AMFA reached a tentative agreement in January 2022, voting on which remains open as of the date of this filing.

McGee Air Services union contract at December 31, 2021 was as follows:
UnionEmployee GroupNumber of EmployeesContract Status
IAMFleet and ramp service1,992 Amendable 7/19/2023

With the dramatic decline in demand we experienced in 2020, our workforce was larger than necessary to support our operational and business needs. To help stabilize the business, we utilized temporary workforce reduction mechanisms, including early-out and voluntary leave programs which were available to all frontline work groups. We also offered incentive leaves to Alaska pilots and mechanics. As demand significantly rebounded in late spring 2021, Alaska began recalling employees from leave programs prior to their intended expiry, with all employees on leave returned to active employment by October 2021.

Alaska and Horizon invest in employee programs and training that aid advancement throughout the Company. Our Pilot Pathways Program provides a clear and direct path for Horizon pilots to progress to mainline flying has advanced 263 pilots since inception in 2018. In 2021, we also created an internal maintenance technician development program, which will provide eligible employees with financial assistance to enhance and develop skills with the goal of becoming a certified maintenance technician. Providing meaningful advancement opportunities to employees throughout Air Group is important, and we continue to evaluate new programs which support our people and advance our long-term strategic goals.

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DIVERSITY, EQUITY AND INCLUSION

At Alaska and Horizon, we believe that every person deserves respect regardless of race, ethnicity, capability, age, gender, or sexual orientation. We are committed to advancing equity in all forms, and have set specific and measurable goals to deliver on our commitments to racial equity and diversity by 2025. Our primary goals in this arena are to increase racial diversity in our leadership team and build a culture of inclusion for all employees.
We are also working with existing partners such as United Negro College Fund (UNCF) to create career pathways for at least 175,000 young people. As a reflection of the importance of these commitments, a portion of long-term executive compensation has been tied to achievement of these goals.

COMMUNITY INVOLVEMENT

Alaska and Horizon are dedicated to actively supporting the communities we serve. In 2021,2023, Air Group companies donated $11$15 million in cash and in-kind travel to approximately 9001,300 charitable organizations, and our employees volunteered more than 21,00040,000 hours of community service related to youth and education, medical research, and transportation. Our cargo businessAir Group also encourages its guests to play a role in supporting these communities. During the year, Mileage Plan members donated more than 100 million miles through Alaska's Care Miles program.

In 2023, after wildfires devastated parts of West Maui, Air Group provided critical support to the communities in need by transporting essential goodson the island. The Company transported more than 200,000 pounds of relief supplies to impacted communities and shipments of COVID-19 vaccines throughoutsent rescue flights to help evacuees off the state of Alaska.island. Alaska also partnered with non-profits to distribute donated miles to those who needed support to travel.

The Alaska Airlines Foundation (the Foundation) also provides grants to nonprofits that offer educational and career-development programs to young people. Organizations are invited to apply bi-annually for grants ranging from $5,000 to $20,000, with preference given to organizations that can demonstrate partnership and long-term program sustainability. Since inception in 1999, the Foundation has donated more than $3$4 million in grants, including nearly $260,000more than $500,000 in 2021.2023.

For
HUMAN CAPITAL

OUR PEOPLE

Our business is labor intensive. As of December 31, 2023, we employed 26,043 active employees (20,144 at Alaska, 3,208 at Horizon, and 2,691 at McGee Air Services). Of those employees, 89% are full-time and 11% are part-time. Wages and benefits, including variable incentive pay, represented approximately 44% of our total non-fuel operating expenses in 2023 and 42% in 2022.

Our employees fuel our success. In 2023, we hired over 3,500 employees to support our growth and operations. Aligning our employees' goals with the Company's goals is critical in achieving success. To that end, Alaska and Horizon employees participate in our PBP and OPR programs, which reward employees across all work groups based on metrics related to profitability, safety, sustainability, guest satisfaction, and completion rate. Employees earned $200 million under these incentive programs during the year.

DIVERSITY, EQUITY, AND INCLUSION (DEI)

At Alaska and Horizon, we believe that every person deserves respect regardless of race, ethnicity, capability, age, gender, or sexual orientation. We are committed to advancing equity in all forms, and have set specific and measurable goals to deliver on our commitments to racial equity and diversity by 2025. Our primary goals in this arena are to increase racial diversity in our leadership team and build a culture of inclusion for all employees.

We have several initiatives designed to advance equity within our company and industry. The Ascend Pilot Academy, launched in partnership with the Hillsboro Aero Academy, provides aspiring pilots with a more detailsfinancially accessible path to become a pilot at Air Group. 200 cadets were enrolled in the program as of December 31, 2023. The True North pilot development program provides students educated at historically Black colleges and universities with the necessary skills to pursue careers as commercial aviation pilots. Our employees have the opportunity to actively engage in our DEI goals through our 13 Business Resource Groups (BRGs), which are voluntary, employee-led professional networks that serve as a resource for its members as well as Alaska and Horizon by fostering a diverse, inclusive workplace aligned with our mission, values, and goals. Internal development programs like ELEVATE and Developing Emerging Leaders are other ways in which we seek to empower the diverse group of employees at Air Group. We have also continued our supplier diversity program to ensure our various suppliers and partners share in our commitments to DEI.
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We were recognized in 2023 for our work in DEI by various organizations. Forbes included Alaska in its lists of Best Employers for Diversity and Best Employers for Women. We scored 100 on the Company's environmental, socialHuman Rights Campaign Foundation's Corporate Equity Index in recognition of Alaska's policies and governance goals, strategypractices supporting LGBTQ+ workplace equality. We also scored 100% for the second year in a row in Disability:IN's Disability Equality Index, which benchmarks companies on their disability inclusion and roadmapequality.

EMPLOYEE TRAINING

The Alaska Air Group companies invest in employee programs and training that aid advancement throughout the enterprise. Our Pathways Program provides a clear and direct path for success, referHorizon pilots, flight attendants, technicians, and dispatchers to progress to Mainline. Since inception in 2018, nearly 400 pilots have advanced through the annual LIFT report onprogram. Our Leader Academy, which launched in 2022, helps Alaska and Horizon supervisors and managers further develop their leadership and communication skills. Providing meaningful advancement opportunities to employees throughout Air Group is important, and we continue to evaluate new programs which support our website, www.alaskaair.com/lift. The information contained onpeople and advance our sustainability websitelong-term strategic goals.

COLLECTIVE BARGAINING

Most major airlines, including Alaska and Horizon, have employee groups that are covered by collective bargaining agreements (CBA). Airlines with unionized workforces generally have higher labor costs than carriers without unionized workforces. Those with unionized workforces may not have the ability to adjust labor costs downward quickly in response to new competition or slowing demand. At December 31, 2023, labor unions represented 85% of Alaska’s, 41% of Horizon’s, and 88% of McGee Air Services' employees.

Our relations with U.S. labor organizations representing Alaska and Horizon employees are governed by the Railway Labor Act (RLA). Under the RLA, collective bargaining agreements do not expire, but instead become amendable as of a stated date. If either party wishes to modify the terms of any such agreement, it must notify the other party in the manner prescribed by the RLA and/or described in the agreement. After receipt of such notice, the parties must meet for direct negotiations, and if no agreement is notreached, either party may request the National Mediation Board to initiate a partprocess including mediation, arbitration, and a potential “cooling off” period that must be followed before either party may engage in self-help. Certain employees located outside the United States are also represented by unions or local representative groups.

Alaska’s union contracts at December 31, 2023 were as follows:
UnionEmployee GroupNumber of EmployeesContract Status
Air Line Pilots Association, International (ALPA)Pilots3,473 Amendable 10/17/2025
Association of Flight Attendants (AFA)(a)
Flight attendants6,813 Amendable 12/17/2022
International Association of Machinists and Aerospace Workers (IAM)Ramp service and stock clerks828 Amendable 9/27/2026
IAMClerical, office and passenger service4,754 Amendable 9/27/2026
Aircraft Mechanics Fraternal Association (AMFA)Mechanics, inspectors and cleaners981 Amendable 10/17/2023
Transport Workers Union of America (TWU)Dispatchers105 Amendable 3/24/2027
(a) Negotiations with AFA for an updated collective bargaining agreement are ongoing as of the date of this annual report on Form 10-K.filing.

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Horizon’s union contracts at December 31, 2023 were as follows:
UnionEmployee GroupNumber of EmployeesContract Status
International Brotherhood of Teamsters (IBT)(a)
Pilots565 Amendable 12/31/2024
AFA(a)
Flight attendants510 Amendable 4/30/2024
AMFA(a)
Mechanics and related classifications181 Amendable 5/10/2024
TWUDispatchers24 Amendable 1/29/2026
(a) Negotiations with IBT, AFA, and AMFA for updated collective bargaining agreements have begun of the date of this filing.

McGee Air Services union contract at December 31, 2023 was as follows:
UnionEmployee GroupNumber of EmployeesContract Status
IAMFleet and ramp service2,358 Amendable 7/19/2025


EXECUTIVE OFFICERS
 
The executive officers of Alaska Air Group, Inc. and its primary subsidiaries, Alaska Airlines, Inc. and Horizon Air Industries, who have significant decision-making responsibilities, their positions and their respective ages are as follows:
 
NameNamePositionAgeAir Group
or Subsidiary
Officer Since
NamePositionAgeAir Group
or Subsidiary
Officer Since
Benito MinicucciBenito MinicucciPresident and Chief Executive Officer of Alaska Air Group, Inc. and Alaska Airlines, Inc.552004Benito MinicucciPresident and Chief Executive Officer of Alaska Air Group, Inc. and Alaska Airlines, Inc.572004
Shane R. TackettShane R. TackettExecutive Vice President/Finance and Chief Financial Officer of Alaska Air Group, Inc. and Alaska Airlines, Inc.432011
Shane R. Tackett
Shane R. TackettExecutive Vice President/Finance and Chief Financial Officer of Alaska Air Group, Inc. and Alaska Airlines, Inc.452011
Kyle B. LevineKyle B. LevineSenior Vice President Legal, General Counsel and Corporate Secretary of Alaska Air Group, Inc., Alaska Airlines, Inc. and Horizon Air Industries, Inc., and Chief Ethics and Compliance Officer of Alaska Air Group, Inc.502016
Kyle B. Levine
Kyle B. LevineSenior Vice President Legal, General Counsel and Corporate Secretary of Alaska Air Group, Inc., Alaska Airlines, Inc. and Horizon Air Industries, Inc., and Chief Ethics and Compliance Officer of Alaska Air Group, Inc.522016
Jason M. Berry
Jason M. Berry
Jason M. BerryPresident of Horizon Air Industries, Inc.462023
Joseph A. Sprague
Joseph A. Sprague
Joseph A. SpragueJoseph A. SpraguePresident of Horizon Air Industries, Inc.532019Regional President of Hawai'i/Pacific of Alaska Airlines, Inc.552019
Andrew R. HarrisonAndrew R. HarrisonExecutive Vice President and Chief Commercial Officer of Alaska Airlines, Inc.522008
Andrew R. Harrison
Andrew R. HarrisonExecutive Vice President and Chief Commercial Officer of Alaska Airlines, Inc.542008
Constance E. von Muehlen
Constance E. von Muehlen
Constance E. von MuehlenConstance E. von MuehlenExecutive Vice President and Chief Operating Officer of Alaska Airlines, Inc.562021Executive Vice President and Chief Operating Officer of Alaska Airlines, Inc.562018
Andrea L. SchneiderAndrea L. SchneiderSenior Vice President People of Alaska Airlines, Inc.581998
Andrea L. Schneider
Andrea L. SchneiderSenior Vice President People of Alaska Airlines, Inc.582003
Diana Birkett-RakowDiana Birkett-RakowSenior Vice President Public Affairs and Sustainability of Alaska Airlines, Inc.442017
Diana Birkett-Rakow
Diana Birkett-RakowSenior Vice President Public Affairs and Sustainability of Alaska Airlines, Inc.462017
 
Mr. Minicucci was elected President and Chief Executive Officer (CEO) of Alaska Air Group effective March 31, 2021, and has been President of Alaska Airlines since May 2016. Prior to that he was Executive Vice President/Operations of Alaska Airlines from December 2008 to May 2016, and was Alaska’s Chief Operating Officer from December 2008 until November 2019. He was Chief Executive Officer of Virgin America Inc. from December 2016 to July 2018, when Virgin America was
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merged into Alaska. He leads Air Group’s Management Executive Committee, and was elected to the Alaska Air Group Board of Directors in May 2020.

Mr. Tackett was elected Chief Financial Officer in March 2020 and is a member of Air Group’s Management Executive Committee. Mr. Tackett joined Alaska Airlines in 2000 and has served in a number of roles including Managing Director Financial Planning and Analysis (2008-2010), Vice President Labor Relations (2010-2015), Vice President Revenue Management (2016), Senior Vice President Revenue and E-commerce (2017-2018), and Executive Vice President Planning and Strategy (2018-2020).

Mr. Levine was elected Senior Vice President Legal and General Counsel of Alaska Air Group and Alaska Airlines in January 2020 and is a member of Air Group’s Management Executive Committee. Mr. Levine was previously Vice President Legal and General Counsel of Alaska Air Group and Alaska Airlines (January 2016 - January 2020). He was elected Corporate Secretary of Alaska Air Group and Alaska Airlines in August 2017 and of Horizon Air in January 2020. Mr. Levine joined Alaska Airlines in February 2006 as a Senior Attorney. He also served as Associate General Counsel and Managing Director Commercial Law and General Litigation from July 2009 to February 2011 and, subsequently, as Deputy General Counsel and Managing Director of Legal at Alaska Airlines from February 2011 to January 2016.

Mr. SpragueBerry was elected President of Horizon Air effective November 6, 20192023 and is a member of Air Group’s Management Executive Committee. Mr. Berry previously served as Senior Vice President Operations of Horizon Air from February 2023 – October 2023. Prior to his role at Horizon Air Mr. Berry was Vice President, Cargo at Air Canada from January 2021 – February 2023. Mr. Berry served as President of Alaska Airlines' wholly owned subsidiary McGee Air Services from January 2019 – December 2020. Prior to this Mr. Berry served in several roles at Alaska Airlines including, Managing Director, Cargo from September 2015 – June 2019 and Director, Cargo Operations & Compliance from June 2013 – September 2015.

Mr. Sprague was elected Regional President Hawai’i / Pacific of Alaska Airlines, Inc. in December 2023 and is a member of Air Group’s Management Executive Committee. Prior to this, he was Sr. Advisor to the CEO of Alaska Airlines from November 2023 to December 2023, and served as President of Horizon Air from November 2019 – October 2023. Mr. Sprague previously served as Senior Vice President External Relations of Alaska Airlines from May 2014 until his resignation in September 2017. Mr. Sprague also served Alaska Airlines as Vice President of Marketing from March 2010 to April 2014 and Vice President of Alaska Air Cargo from April 2008 to March 2010.
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Mr. Harrison was elected Executive Vice President and Chief Commercial Officer in August 2015. He is a member of Air Group's Management Executive Committee. Mr. Harrison joined Alaska Airlines in 2003 as the Managing Director of Internal Audit and was elected Vice President of Planning and Revenue Management in 2008. He was elected Senior Vice President of Planning and Revenue Management in 2014 and Executive Vice President and Chief Revenue Officer in February 2015.

Ms. von Muehlen was elected Executive Vice President and Chief Operating Officer of Alaska Airlines effective April 3, 2021 and is a member of Air Group’s Management Executive Committee. Prior to that she served as Senior Vice President of Maintenance and Engineering of Alaska Airlines from January 2019 to April 2021. Ms. von Muehlen served as Chief Operating Officer at Horizon Air from January 2018 to January 2019, and Managing Director of Airframe, Engine, Components MRO at Alaska Airlines from December 2012 to January 2018.

Ms. Schneider was elected Senior Vice President of People at Alaska Airlines in June 2019 and is a member of Air Group’s Management Executive Committee. Ms. Schneider was previously Vice President of People at Alaska (August 2017-May 2019), Vice President of Inflight Services at Alaska (2011-2017), and later also took responsibility for Call Centers at Alaska (February 2017). She began her career at Alaska as Manager of Financial Accounting in 1989 and she has held a number of positions until her election as an officer in 2011.2003.

Ms. Birkett-Rakow was elected Senior Vice President of Public Affairs and Sustainability at Alaska Airlines in November 2021. She was previously elected Vice President of Public Affairs and Sustainability in February 2021 and also served as Vice President of External Relations at Alaska Airlines from September 2017 to February 2021. Ms. Birkett RakowBirkett-Rakow is a member of Air Group's Management Executive Committee.

REGULATION
 
GENERAL
 
The airline industry is highly regulated, most notably by the federal government. The Department of Transportation (DOT), the Transportation Security Administration (TSA), and the FAA exercise significant regulatory authority over air carriers.
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DOT: A domestic airline is required to hold a certificate of public convenience and necessity issued by the DOT in order to provide passenger and cargo air transportation in the U.S. Subject to certain individual airport capacity, noise and other restrictions, this certificate permits an air carrier to operate between any two points in the U.S. Certificates do not expire, but may be revoked for failure to comply with federal aviation statutes, regulations, orders or the terms of the certificates. While airlines are permitted to establish their own fares without government regulation, the DOT has jurisdiction over the approval of international codeshare agreements, marketing alliance agreements between major domestic carriers, international and some domestic route authorities, Essential Air Service market subsidies, carrier liability for personal or property damage, and certain airport rates and charges disputes. International treaties may also contain restrictions or requirements for flying outside of the U.S. and impose different carrier liability limits than those applicable to domestic flights. The DOT has been active in implementing a variety of consumer protection regulations and directives, covering subjects such as advertising, passenger communications, denied boarding compensation, and tarmac delay response.response, ticket refunds, family seating requirements, and fee disclosures for ancillary services. Following operational difficulties across the industry, the DOT has increased its review of airline operational performance. Airlines are subject to enforcement actions that are brought by the DOT for alleged violations of consumer protection and other economic regulations. We are not aware of any regulatory investigations or enforcement proceedings that could either materially affect our financial position or impact our authority to operate.

FAA: The FAA, through Federal Aviation Regulations (FARs), generally regulates all aspects of airline operations, including establishing personnel, maintenance and flight operation standards. Domestic airlines are required to hold a valid air carrier operating certificate issued by the FAA. Pursuant to these regulations, we have established, and the FAA has approved, our operations specifications and a maintenance program for each type of aircraft we operate. Each maintenance program provides for the ongoing maintenance of the relevant aircraft type, ranging from frequent routine inspections to major overhauls. Periodically, the FAA issues Airworthiness Directives (ADs) that must be incorporated into our aircraft maintenance program and operations. All airlines are subject to enforcement actions that are brought by the FAA from time to time for alleged violations of FARs or ADs. At this time, we are not aware of any enforcement proceedings that could either materially affect our financial position or impact our authority to operate.

TSA: Airlines serving the U.S. must operate a TSA-approved Aircraft Operator Standard Security Program (AOSSP), and comply with TSA Security Directives (SDs) and regulations. Under TSA authority, we are required to collect a September 11 Security Fee of $5.60 per one-way trip from passengers and remit that sum to the government to fund aviation security measures. Airlines are subject to enforcement actions that are brought by the TSA for alleged violations of the AOSSP,
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SDs or security regulations. We are not aware of any enforcement proceedings that could either materially affect our financial position or impact our authority to operate.

The Department of Justice (DOJ) and DOT have jurisdiction over airline competition matters. The DOJ has authority to review Alaska's proposed acquisition of Hawaiian Airlines under the U.S. antitrust laws. The U.S. Postal Service has jurisdiction over certain aspects of the transportation of mail and related services. Labor relations in the air transportation industry are regulated under the RLA. To the extent we continue to fly to foreign countries and pursue alliances with international carriers, we may be subject to certain regulations of foreign agencies and international treaties.

We are also subject to the oversight of the Occupational Safety and Health Administration (OSHA) concerning employee safety and health matters. The OSHA and other federal agencies have been authorized to create and enforce regulations that have an impact on our operations. In addition to these federal activities, various states have been delegated certain authorities under these federal statutes. Many state and local governments have adopted employee safety and health laws and regulations. We maintain our safety and health programs in order to meet or exceed these requirements.

ENVIRONMENTAL
 
We are also subject to various laws and government regulations concerning environmental matters, both domestically and internationally. Domestic regulations that have an impact to our operations include the Airport Noise and Capacity Act of 1990, the Clean Air Act, Resource Conservation and Recovery Act, Clean Water Act, Safe Drinking Water Act, the Comprehensive Environmental Response and Compensation Liability Act, the National Environmental Policy Act (including Environmental Justice), Emergency Planning and Community Right-to-Know Act and the Toxic Substances Control Act. Many state and local environmental regulations exceed these federal regulations. In the future weWe expect there to be continued incremental legislation aimed at further reduction of greenhouse gas emissions, hazardous substances, and additional focus on environmental justice.

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The Airport Noise and Capacity Act recognizes the rights of airport operators with noise problems to implement local noise abatement programs so long as they do not interfere unreasonably with interstate or foreign commerce or the national air transportation system. Authorities in several cities have established aircraft noise reduction programs, including the imposition of nighttime curfews. We believe we have sufficient scheduling flexibility to accommodate local noise restrictions.

The domestic US airline industry committed to carbon neutral growth starting in 2020. Through2020 for both domestic and international growth. The mechanism to comply with this commitment we have joined participation ininternationally is through the Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA), which is a global, market-based measure that allows for eligible emissions offsetoffsets or the use of CORSIA-eligible sustainable aviation fuel to mitigate the growth emissions. The program issuedis regulated by the FAA who then affirms compliance to the International Civil Aviation Organization to be carbon neutral for international growth. Organization. The FAA has approved both Alaska and Horizon's monitoring, verification, and reporting plans.

As a result of the COVID-19 pandemic, the CORSIA growth baseline year was modified and set to 85% of 2019 during the initial phase.carbon dioxide emissions. This does not have a direct impact on domestic flights, however the EPA finalized a rule in 2020 on aircraft emission standards which aligns with the international agreements. Additional commitmentsemissions reporting requirements and potential requirements to decarbonize through the Paris Climate Accord and domestic carbon neutrality remaincould have a potentialsignificant impact toon our industry.

At this timeThe state of California has enacted rules, effective in 2025, that will expand required disclosures discussing the impact of environmental change; agencies within the federal government have proposed similar rules that are not yet finalized. Costs associated with compliance could be significant. Except for these rules, we do not currently anticipate adverse financial impacts from any specific existing or pending environmental regulation or reporting requirements, new regulations, related to our existing or past operations, or compliance issues that could harm our financial condition, results of operations, or cash flows in future periods.

INSURANCE

We carry insurance of types customary in the airline industry and in amounts deemed adequate to protect our interests and property and to comply both with federal regulations and certain credit and lease agreements. The insurance policies principally provide coverage for airline hull, spares and comprehensive legal liability, war and allied perils, and workers’ compensation. In addition, we currently carry a cyber insurance policy in the event of security breaches from malicious parties.

We believe that our emphasis on safety and our state-of-the-art flight deck safety technology help to control the cost of our insurance.

WHERE YOU CAN FIND MORE INFORMATION
 
Our filings with the Securities and Exchange Commission, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available on our website at www.alaskaair.com, free of charge, as soon as reasonably practicable after these reports are electronically filed with, or furnished to, the SEC. The information contained on our website is not a part of this annual report on Form 10-K.
 
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GLOSSARY OF TERMS

Adjusted Net Debt - long-term debt, including current portion, plus capitalized operating and finance leases, less cash and marketable securities

Adjusted Net Debt to EBITDAR - represents adjusted net debt divided by EBITDAR (trailing twelve months earnings before interest, taxes, depreciation, amortization, special items and rent)

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, or "unit cost";ASM; represents all operating expenses including fuel and special items

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CASMex - operating costs excluding fuel and special items per ASM;ASM, or "unit cost"; this metric is used to help track progress toward reduction of non-fuel operating costs since fuel is largely out of our control

Debt-to-Capitalization Ratio - represents adjusted debt (long-term debt plus capitalized operating 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

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

Mainline - represents flying Boeing 737, Airbus 320 familyA320, and Airbus 321neoA321neo jets and all associated revenuesrevenue and costs

Productivity - number of revenue passengers per full-time equivalent employee

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

Regional - represents capacity purchased by Alaska from Horizon and SkyWest. Financial results in this segment include actual on-board passenger revenue, less costs such as fuel, distribution costs, and payments made to Horizon and SkyWest under the respective capacity purchased arrangement (CPA). Additionally, Regional includes an allocation of corporate overhead such as IT, finance, and other administrative costs incurred by Air Group and on behalf of Horizon

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

Yield - passenger revenue per RPM; represents the average revenue for flying one passenger one mile

ITEM 1A. RISK FACTORS
 
If any of the following occurs, our business, financial condition, and results of operations could be harmed. The trading price of our common stock could also decline. We operate in a continually changing business environment. In this environment, new risks may emerge, and already identified risks may vary significantly in terms of impact and likelihood of occurrence. Management cannot predict such developments, nor can it assess the impact, if any, on our business of such new risk factors or of events described in any forward-looking statements.

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We have adopted an enterprise-wide risk analysis and oversight program designed to identify the various risks faced by the organization, assign responsibility for managing those risks to individual executives, as well asand align these risks with Board oversight. These enterprise-wide risks align to the risk factors discussed below.

COVID-19

The global pandemic caused by COVID-19, and related measures implemented to combat its spread has had, and is expected to continue to have, a material adverse effect on the Company’s operations, financial position and liquidity.

In late 2019, an outbreak of novel coronavirus and its resulting disease (COVID-19) was detected in Wuhan, China. Since that time, COVID-19 has spread rapidly throughout the globe, including within the United States, where millions of cases have been positively diagnosed to date. Although travel restrictions and stay-at-home orders have largely been lifted following the rollout of vaccination programs, the rise of new variants has led to volatility in bookings and overall demand for air travel. This volatility, coupled with low recovery of business travel, had and continues to have a material adverse impact on our revenues and results of operations. Additionally, our operations have been, and may continue to be, negatively affected if our employees or vendor partners are quarantined or sickened as a result of exposure to COVID-19.

In response to the pandemic, we implemented, and continue to refine and adjust, a comprehensive strategy to mitigate the impacts on our business. This strategy may itself have negative impacts on our business and operations. Our strategies for encouraging air travel may continue to evolve in response to emerging variants. These new strategies may require further investment, and if not successful, may not generate related revenues to offset these costs. One such action is the elimination of change fees for first and main cabin fares and the ability to rebook travel for an extended period beyond standard rebooking terms. The loss of change fee revenue, combined with ongoing significant ticket cancellation activity, has adversely impacted our revenues and liquidity.

At this time, we are unable to predict what impact the pandemic will have on future customer behavior. New variants, particularly those which are vaccine-resistant, may result in further variability in advance booking and refund activity. The recovery of business travel may be impacted by widespread use of video conferencing or the reduction of business travel budgets. In addition, the Company has incurred, and will continue to incur COVID-19 related costs in response to the need for higher staffing levels as well as for enhanced aircraft cleaning and additional procedures to limit transmission among employees and guests. These contingencies, individually and in the aggregate, could have a material adverse impact on our business.

We have accepted certain conditions by accepting funding under the Payroll Support Program of the Coronavirus Aid, Relief and Economic Security (CARES) Act.

The CARES Act was signed into law on March 27, 2020, providing U.S. airlines and related businesses the ability to access liquidity in the form of grants, loans, loan guarantees and other investments by the U.S. government.

In 2020 and 2021, the Company, Alaska, Horizon, and McGee entered agreements with the United States Department of the Treasury (Treasury) to secure approximately $2.3 billion of funding under the CARES Act Payroll Support Program (PSP) and two related extensions. Of total funding, $600 million is in the form of an unsecured senior term loan payable over ten years. PSP proceeds were used exclusively for employee payroll and benefits expenses in accordance with the terms and conditions of the PSP agreements and the applicable provisions of the CARES Act.

In addition to repayment commitments, we remain subject to the following conditions under our CARES Act agreements:

The Company may not repurchase its common stock or pay dividends on its common stock until October 1, 2022;

Compensation and severance payments for officers and employees who earned more than $425,000 in total compensation in 2019 will be subject to maximum limitations through April 1, 2023; and

The Company must maintain certain internal controls and records, and provide any additional reporting required by the U.S. government.

These conditions may adversely affect the Company’s profitability, our ability to negotiate favorable terms with loyalty partners, our attractiveness to investors, and our ability to compensate at market-competitive levels and retain key personnel.
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Mandatory vaccination programs could have a material adverse impact on the Company's operations and financial results.

The President's executive order dated September 9, 2021 requires employees of government contractors to be fully vaccinated against COVID-19. Alaska Airlines and Horizon Air are government contractors by virtue of their agreements with the U.S. government for the carriage of passengers and mail, among other activities. McGee Air Services is subject to the executive order as a subcontractor of Alaska Airlines. As of the date of this filing, the executive order is subject to unsettled legal challenges, and its legality must be upheld in the judicial system prior to its enforcement by the government. Should the executive order be upheld in its current form, employers may excuse employees from the vaccination requirement only with a valid medical or religious exemption. Alaska, Horizon and McGee operate in highly competitive job markets in which the pool of available employees is limited. Our companies, contractors, and vendor partners whose services we rely on to run our operation may lose current or prospective employees because individuals decline to be vaccinated. If our companies, contractors, and vendor partners cannot fill job vacancies with other qualified workers, operational disruption and associated negative impact to guests and our financial results could result. If we cannot comply with the scope and/or timing of the executive order or similar state mandates, we could lose business and revenues associated with our government contracts.

SAFETY, COMPLIANCE, AND OPERATIONAL EXCELLENCE

Our reputation and financial results could be harmed in the event of an airline accident or incident.
 
An accident or incident involving one of our aircraft or an aircraft operated by one of our codesharecommercial partners or CPA carriers could involve loss of life and result in a loss of confidence in our Company by the flying public and/or aviation authorities. We could experience significant claims from injured passengers, bystanders and surviving relatives, as well as costs for the repair or replacement of a damaged aircraft and temporary or permanent loss from service. We maintain liability insurance in amounts and of the type generally consistent with industry practice, as do our codesharecommercial partners and CPA carriers. However, the amount of such coverage may not be adequate to fully cover all claims, and we may be forced to bear substantial economic losses from such an event. Substantial claims resulting from an accident in excess of our related insurance coverage would harm our business and financial results. Moreover, any aircraft accident or incident, even if it is fully insured andor does not involve one of our aircraft, could cause a public perception that our airlines or the aircraft we or our partners fly are less safe or reliable than other transportation alternatives. This would harm our business.
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Our operations are often affected by factors beyond our control, including delays, cancellations, and other conditions, which could harm our business, financial condition, and results of operations.

As is the case for all airlines, our operations often are affected by delays, cancellations and other conditions caused by factors largely beyond our control.

Factors that might impact our operations include:

contagious illness and fear of contagion;

congestion, construction, space constraints at airports, and/or air traffic control problems, all of which many restrict flow;

lack of adequate staffing or other resources within critical third parties;

adverse weather conditions;

lack of operational approval (e.g. new routes, aircraft deliveries, etc.);

contagious illness and fear of contagion;
 
increased security measures or breaches in security;
 
changes in international treaties concerning air rights;

international or domestic conflicts or terrorist activity;

random acts of violence on our aircraft or at airports;

interference by modernized telecommunications equipment with aircraft navigation technology;

disruption, failure, or inadequacy of systems or infrastructure under the control of third parties, including government entities; and

other changes in business conditions.

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Due to the concentration of our flights in the Pacific Northwest and Alaska, we believe a large portion of our operation is more susceptible to adverse weather conditions than other carriers.carriers with networks that cover a larger geographic area. A general reduction in airline passenger traffic as a result of any of the above-mentioned factors could harm our business, financial condition, and results of operations.

We rely on vendors and third parties for certain critical activities and sourcing, which could expose us to disruptions in our operation or unexpected cost increases.
 
We rely on vendors for a variety of services and functions critical to our business, including airframe and engine maintenance, regional flying, ground handling, fueling, computer reservation system hosting, telecommunication systems, information technology infrastructure and services, and deicing, among others. We also rely on government-controlled systems such as air traffic control technology that could malfunction for reasons out of our control.
 
Our use of outside vendors increases our exposure to several risks. Even though we strive to formalize agreements with these vendors that define expected service levels, our use of outside vendors increases our exposurewe may not have the ability to several risks.influence change with all vendors. In the event that one or more vendors go into bankruptcy, ceases operation, or fails to perform as promised, for reasons such as supply chain delays, or workforce shortages, replacement services may not be readily available at competitive rates, or at all. If one of our vendors fails to perform adequately, we may experience increased costs, delays, maintenance issues, safety issues, or negative public perception of our airline. Vendor bankruptcies, unionization, regulatory compliance issues, or significant changes in the competitive marketplace among suppliers could adversely affect vendor services or force us to renegotiate existing agreements on less favorable terms. These events could result in disruptions in our operations or increases in our cost structure.
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Impacts of climate change, including legal, regulatory orphysical and transition risks, as well as market responses, may have a material adverse result on our operations and/orand financial position.

Concerns regarding climate change, including the impacts of a gradual increase in global temperatures leading to more severe weather conditions, continue to rise. Increased frequency or duration of extreme weather conditions could cause significant and prolonged impacts to our operation, or disrupt our supply chain.chain, and influence consumer travel decisions. These disruptions may result in increased operating costs and lost revenue should we be unable to operate our published schedules.

Many aspects of Additionally, we have made commitments to reduce our operation are subject to increasing regulations governing environmental change. Increased governmental regulation involving aircraft emissions and environmental investigation and remediation costs coupled with public expectations for reductions in greenhouse gas emissions which may require us to make significant investments in emerging and yet unproven technologies. Should these technologies not prove ready, not gain approval, or not be sufficiently available for use in our operation, our results of operations may be adversely impacted, and we may be required to direct new investments to different technologies. Public interest in U.S. airlines' response to climate change has continued to grow. Failure to comply with increasing regulation, or in addressingaddress the concerns of our guests and our shareholders may lead to a reduction in demand for our services, including both leisure and business travel, in favor of competitors that customers perceive to be more sustainable. This could adversely impact our financial position, our results of operations, or our stock price.

Changes in government regulation imposing additional requirements and restrictions on our operations could increase our operating costs and result in service delays and disruptions.
Airlines are subject to extensive regulatory and legal requirements, both domestically and internationally, that require substantial compliance costs. In the last several years, Congress has passed laws, and the U.S. DOT, the TSA and the FAA have issued regulations that have required significant expenditures relating to maintenance of aircraft, operation of airlines and broadening of consumer protections.

Similarly, there are a number of legislative and regulatory initiatives and reforms at the federal, state and local levels. These initiatives include increasingly stringent laws to protect the environment, minimum wage requirements, mandatory paid sick or family leave, and health care mandates. These laws could affect our relationship with our workforce and the vendors that serve our airlines and cause our expenses to increase without an ability to pass through these costs. New initiatives with employer-funded costs, specifically those impacting Washington State, could disproportionately increase our cost structure as compared to our competitors. In recent years, the airline industry has experienced an increase in litigation over the application of state and local employment laws, particularly in California.Application of these laws may result in operational disruption, increased litigation risk, and impact on negotiated labor agreements.

Almost all commercial service airports are owned and/or operated by units of local or state governments. Airlines are largely dependent on these governmental entities to provide adequate airport facilities and capacity at an affordable cost. Many airports have increased their rates and charges to air carriers to reflect higher costs of security, updates to infrastructure, and other expenses. Additional laws, regulations, taxes, airport rates and airport charges may be occasionally proposed that could significantly increase the cost of airline operations or reduce the demand for air travel. Although lawmakers may impose these additional fees and view them as “pass-through” costs, we believe that a higher total ticket price will influence consumer
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purchase and travel decisions and may result in an overall decline in passenger traffic, which would harm our business. Additionally, changes in laws and regulations at the local level may be difficult to track and maintain compliance. Any instances of non-compliance could result in additional fines and fees.

The airline industry continues to face potential security concerns and related costs.

Terrorist attacks, the fear of such attacks or other hostilities involving the U.S. could have a significant negative effect on the airline industry, including us, and could:
 
significantly reduce passenger traffic and yields as a result of a dramatic drop in demand for air travel;
 
significantly increase security and insurance costs;
 
make war risk or other insurance unavailable or extremely expensive;
 
increase fuel costs and the volatility of fuel prices;
 
increase costs from airport shutdowns, flight cancellations, and delays resulting from security breaches and perceived safety threats; and
 
result in a grounding of commercial air traffic by the FAA.
 
The occurrence of any of these events would harm our business, financial condition, and results of operations.

COMPETITION AND STRATEGY

The airline industry is highly competitive and susceptible to price discounting and changes in capacity, which could have a material adverse effect on our business. If we cannot successfully compete in the marketplace, our business, financial condition, and operating results will be materially adversely affected.

The U.S. airline industry is characterized by substantial price competition. Airlines compete for market share by increasing or decreasing theirthrough pricing, capacity (supply), route systems and the number of markets served. Several of ourserved, merchandising, and products and services offered to guests. We have significant capacity overlap with competitors, have increased their capacity in markets we serve, particularly in our key West Coast markets. This dynamic may be exacerbated by competition among airlines to attract passengers during the recovery from the COVID-19 pandemic.periods of economic recovery. The resulting increased competition in both domestic and international markets may have a material adverse effect on our results of operations, financial condition, or liquidity.liquidity if we are unable to attract and retain guests.

We strive toward maintaining and improving our competitive cost structure by setting aggressive unit cost-reduction goals. This is an important part of our business strategy of offering the best value to our guests through low fares while achieving acceptable profit margins and return on capital. If we are unable to maintain our cost advantage over the long-term and achieve sustained targeted returns on invested capital, we will likely not be able to grow our business in the future or weather industry downturns. Therefore, our financial results may suffer.
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The airlineindustry may undergo further restructuring, consolidation or restructuring. In addition, regulatory, policy, and legal developments could impact the creationextent to which airlines can merge, or modification ofform and maintain marketing alliances orand joint ventures any of whichwith other airlines, particularly U.S. carriers. These factors could have a material adverse effect on our business, financial conditionconditions, and results of operations.

We continue to face strong competition, mainly from other carriers dueU.S. carriers. In many instances, our competitors have been able to restructuring, consolidation,grow and increase their competitive influence by merging with other airlines, as Alaska did with Virgin America in 2016. Some competitors have also benefited from the creation and modification of alliances and joint ventures. Since deregulation, bothability to reduce their cost structures through the U.S. bankruptcy process and international airline industriesrestructuring laws.Competitors have experienced consolidation through a number of mergers and acquisitions. Carriers may also improveimproved their competitive positions through airlineby entering marketing alliances slot swaps/acquisitions and/or joint ventures. ventures with other airlines.Certain airline joint ventures furtherpromote competition by allowing airlines to coordinate routes, pool revenues and costs, and enjoy other mutual benefits that can be extended to consumers, achieving many of the benefits of consolidation.

In recent years, the U.S. antitrust authorities have been increasingly reluctant to approve airline mergers, cooperative marketing arrangements, and joint ventures. The continuation of merger-adverse antitrust policy and/or the finality of legal rulings limiting airline mergers, joint marketing activities, and joint ventures could have a material adverse effect on our business, financial condition, and results of operations.

Our concentration in certain markets could cause us to be disproportionately impacted by adverse changes in circumstances in those locations.
 
Our strategy involves a high concentration of our business in key West Coast markets. A significant portion of our flights occur to and from our Seattle, Portland, and Bay Area hubs. In 2021, passengers to and fromstations in Seattle, Portland, and the Bay AreaArea. In 2023, passengers to and from these locations accounted for 82% of our total guests.
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We believe that concentrating our service offerings in this way allows us to maximize our investment in personnel, aircraft and ground facilities, as well as to gain greater advantage from sales and marketing efforts in those regions. As a result, we remain highly dependent on our key markets. Our business could be harmed by any circumstances causing a reduction in demand for air transportation in our key markets. An increase in competition in our key markets could also cause us to reduce fares or take other competitive measures that, if sustained, could harm our business, financial condition, and results of operations.

We are dependent on a limited number of suppliers for aircraft and parts.
 
Alaska is dependent on Boeing and Airbus as its sole supplierssupplier for mainline aircraft and many aircraft parts. Horizon is similarly dependent on Embraer and De Havilland.Embraer. Additionally, each carrier is dependent on sole suppliers for aircraft engines for each aircraft type. As a result, we are more vulnerable to issues associated with the supply of those aircraft and parts including design or manufacturing defects, mechanical problems, contractual performance by the manufacturers, or adverse perception by the public about safety that would result in customer avoidance or in actions by the FAA. Should we be unable to resolve known issues with certain of our aircraft or engine suppliers, it may result in the inability to operate our aircraft for extended periods. Additionally, if effects of the ongoing economic recovery and/or supply chain backlog causesconstraints cause our limited vendors to have performance problems, reduced or ceased operations, bankruptcies, workforce shortages, or other events causing them to be unable to fulfill their commitments to us, our operations and business could be materially adversely affected.

Should these suppliers be unable to manufacture, orobtain certification for, and deliver new aircraft, we may not be able to grow our fleet at intended rates, which could impact our financial position. Boeing has significant production constraints and regulatory delays for the 737-9B737 family of aircraft, which may impact the timing of deliveries. If we are unable to receive these aircraft andor future aircraft in a timely manner, our growth plans could be negatively impacted. Given Alaska's size relative to its competitors, these challenges may have a disproportionate impact on Alaska. Additionally, further consolidation amongstamong aircraft and aircraft parts manufacturers could further limit the number of suppliers. This could result in an inability to operate our aircraft orproduction instability in the foreign countrieslocations in which the aircraft and its parts are manufactured.manufactured or an inability to operate our aircraft.

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We rely on partner airlines for codeshare and frequent flyer marketing arrangements.
 
Our airlines are parties to marketing agreements with a number of domestic and international air carriers, or “partners," including an expanded relationship with American.American and other oneworld carriers. These agreements provide that certain flight segments operated by us are held out as partner “codeshare” flights and that certain partner flights are held out for sale as Alaska codeshare flights. Refer to Item 1 above for details regarding these codeshare agreements. In addition, the agreements generally provide that members of Alaska’s Mileage Plan program can earn credit on or redeem credit for partner flights and vice versa. We receive revenue from flights sold under codeshare and from interline arrangements. In addition, we believe that the frequent flyer arrangements are an important part of our loyalty program. The loss of a significant partner through bankruptcy, consolidation, or otherwise, could have a negative effect on our revenuesrevenue or the attractiveness of our Mileage Plan program, which we believe is a source of competitive advantage.

Our entry intomembership in the oneworld global alliance is expected to provide us with many benefits, including the ability to seamlessly connect our guests to more points around the globe, as well as better serve corporate partners. Entry into the alliance may cause us to lose existing codeshare agreements with partners who are not oneworld members, and could limit options to bring non-oneworld carrier partners into our Mileage Plan program. Further, maintaining an alliance with another U.S. airline may expose us to additional regulatory scrutiny. Failure to appropriately manage these partnerships and alliances could negatively impact future growth plans and our financial position.

We routinely engage in analysis and discussions regarding our own strategic position, including alliances, codeshare arrangements, interline arrangements, and frequent flyer program enhancements, and will continue to pursue these commercial activities. If other airlines participate in consolidation or reorganization, those airlines may significantly improve their cost structures or revenue generation capabilities, thereby potentially making them stronger competitors of ours and potentially impairing our ability to realize expected benefits from our own strategic relationships.

As we evolve our brand we will engage in strategic initiatives that may not be favorably received by all of our guests.

We continue to focus on strategic initiatives designed to increase our brand appeal to a diverse and evolving demographic of airline travelers. These efforts could include significant enhancements to our in-airport and on-board environments, increasing our direct customer relationships through improvements to our purchasing portals (digital and mobile), and management of our customer loyalty programs. In pursuit of these efforts we may negatively affect our reputation with some of our existing customer base.

The Company's reputation could be harmed if it is exposed to significant negative publicity.

We operate in a highly visible industry that has significant exposure to social media and other media channels. Negative publicity, including as a result of misconduct by our guests or employees, failures by our suppliers and other vendors, failure to address our environmental, social, and governance goals, or other circumstances, can spread rapidly through such channels. Should the Company not respond in a timely and appropriate manner to address negative publicity, the Company's reputation may be significantly harmed. Such harm could have a negative impact on our operating results.

FINANCIAL CONDITION

We have a significant amount of debt and fixed obligations. These obligations could lead to liquidity restraints and have a material adverse effect on our financial position. Additionally, increases in interest rates may mean that future borrowings are more costly for the Company, which could harm our future financial results.

We carry, and will continue to carry for the foreseeable future, a substantial amount of debt and aircraft operating lease commitments. Although we aim to keep our leverage low, due to our high fixed costs, including aircraft lease commitments and debt service, a decrease in revenue could result in a disproportionately greater decrease in earnings. Similarly, a material increase in market interest rates could mean future borrowings are more costly for the Company.

Our outstanding long-term debt and other fixed obligations could have important consequences. For example, they could limit our ability to obtain additional financing to fund our future capital expenditures or working capital; require us to dedicate a material portion of our operating cash flow to fund lease payments and interest payments on indebtedness, thereby reducing funds available for other purposes; or limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business and economic conditions. Further, should we incur incremental obligations, issuers may require future debt agreements to contain more restrictive covenants or require additional collateral beyond historical market terms which may further restrict our ability to successfully access capital.

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Although we have historically been able to generate sufficient cash flow from our operations to pay our debt and other fixed obligations when they become due, we cannot ensure we will be able to do so in the future. If we fail to do so, our business could be harmed.

Our business, financial condition, and results of operations are substantially exposed to the volatility of jet fuel prices. Significant increases in jet fuel costs or significant disruptions in the supply of jet fuel would harm our business.
Fuel costs constitute a significant portion of our total operating expenses. Future increases in the price of jet fuel may harm our business, financial condition, and results of operations unless we are able to increase fares and fees or add ancillary services to attempt to recover increasing fuel costs. The price of jet fuel can be dependent on geography and may have a disproportionate impact on our operating results due to our concentration on the West Coast.

We are unable to predict the future supply of jet fuel, which may be impacted by various factors, included but not limited to geopolitical conflict, economic sanctions against oil-producing countries, natural disasters, or staffing and equipment shortages in the oil industry. Any of these factors could adversely impact our operations and financial results.

Economic uncertainty, or anotherincluding a recession, would likely impact demand for our product and could harm our financial condition and results of operations.
 
The airline industry, which is subject to relatively high fixed costs and highly variable and unpredictable demand, is particularly sensitive to changes in economic conditions. We are particularly dependent on U.S. consumer confidence and the health of the U.S. economy. Unfavorable U.S. economic conditions have historically driven changes in travel patterns and have resulted in reduced consumer spending forand led to decreases in both leisure and business travel. For some consumers, leisure travel is a discretionary expense, and shorter distance travelers, in particular, have the option to replace air travel with surface travel. Businesses are able to forgo air travel by using communication alternatives such as video conferencing or may be more likely to purchase less expensive tickets to reduce costs, which can result in a decrease in average revenue per seat. Unfavorable economic conditions also hamper the ability of airlines to raise fares to counteract increased fuel, labor, and other costs. Additionally, reduced consumer spending would adversely impact revenue and cash flows from our co-branded credit card agreements. Unfavorable or even uncertain economic conditions could negatively affect our financial condition and results of operations.

Our maintenance costs will increase as our fleet ages, and we will periodically incur substantial maintenance costs due to the timing of maintenance events of our aircraft.

As of December 31, 2023, the average age of our Boeing Next Gen passenger aircraft (B737-700, -800, -900, -900ER) was approximately 12.8 years, the average age of our Boeing MAX aircraft (B737-8, -9) was approximately 1.2 years, and the average age of our owned E175 aircraft was approximately 4.3 years. Typically, our newer aircraft require less maintenance than they will in the future. Any significant increase in maintenance expenses could have a material adverse effect on our results of operations.

Our financial condition or results of operations may be negatively affected by increases in expenses related to the airports in which we operate.

Almost all commercial service airports are owned and/or operated by units of local or state governments. Airlines are largely dependent on these governmental entities to provide adequate airport facilities and capacity at an affordable cost. Many airports have increased their rates and charges to air carriers to reflect higher costs of security, updates to infrastructure, and other expenses. Additional laws, regulations, taxes, airport rates, and airport charges may be occasionally proposed that could significantly increase the cost of airline operations or reduce the demand for air travel. Although lawmakers may impose these additional fees and view them as “pass-through” costs, a higher total ticket price could influence consumerpurchase and travel decisions and may result in an overall decline in passenger traffic, which would harm our business. Additionally, we have engaged in various redevelopment projects at the airports in which we operate to improve or add to existing infrastructure our company uses. While the airport authority may reimburse costs associated with these projects, we may be required to commit significant resources of our own to finance construction and design. Delays and cost overruns associated with these projects could have a negative impact on our financial condition or results of operations.

The application of the acquisition method of accounting resulted in us recording goodwill, which could result in significant future impairment charges and negatively affect our financial results.

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In accordance with acquisition accounting rules, we recorded goodwill on our consolidated balance sheet to the extent the Virgin America acquisition purchase price exceeded the net fair value of Virgin America’s tangible and identifiable intangible assets and liabilities as of the acquisition date. Goodwill is not amortized, but is tested for impairment at least annually. We could record impairment charges in our results of operations as a result of, among other items, extreme fuel price volatility, a significant decline in the fair value of certain tangible or intangible assets, unfavorable trends in forecasted results of operations and cash flows, uncertain economic environment and other uncertainties. We can provide no assurance that a significant impairment charge will not occur in one or more future periods. Any such charges may materially affect our financial results.

PEOPLE AND LABOR

A significant increase in labor costs or unsuccessful attempts to strengthen our relationships with union employees could adversely affect our business and results of operations.

Labor costs remain a significant component of our total expenses. In addition to costs associated with represented employee groups, labor costs could also increase for non-unionized employees and via vendor agreements as we work to compete for highly skilled and qualified employees against the major U.S. airlines and other businesses in a competitive job market. Labor costs have recently increased significantly driven by inflationary pressure on wages.

Ongoing and periodic negotiations with labor unions could result in job actions, such as slow-downs, sick-outs, or other actions designed to disrupt normal operations and pressure the employer to acquiesce to bargaining demands during negotiations. Although unlawful until after lengthy mediation attempts, the operation could be significantly impacted. Although we have a long track record of fostering good communications, negotiating approaches, and developing other strategies to enhance workforce engagement in our long-term vision, unsuccessful attempts to strengthen relationships with union employees could divert management’s attention from other projects and issues and negatively impact the business. In addition, our bargained-for labor agreement terms for flight crew are increasingly coming into conflict with state and local laws purporting to govern benefits and duties.

The inability to attract, retain, and train qualified personnel, or maintain our culture, could result in guest impacts and adversely affect our business and results of operations.

We compete against other major U.S. airlines for pilots, aircraft technicians and other labor. Recently, there have been shortages of pilots for hire in the regional market and more pilots in the industry are approaching mandatory retirement age. Attrition beyond normal levels, or the inability to attract new pilots, could negatively impact our results of operations. The shortage of pilots and opportunities at other carriers could mean that our captains and first officers leave our airlines more often than forecasted. Additionally, the industry, including related vendor partners, has experienced and may continue to experience challenges in hiring and retaining other labor positions, such as aircraft technicians, ground handling and customer service agents, and flight attendants. The Company's or our vendor partners' inability to attract and retain personnel for these positions could negatively impact our results of operations, which may harm our growth plans. Additionally, we may be required to increase our wage and benefit packages, or pay increased rates to our vendors, to retain these positions. This would result in increased overall costs and may adversely impact our guest experience and financial position.

Our executive officers and other senior management personnel are critical to the long-term success of our business. If we experience significant turnover and loss of key personnel, and fail to find suitable replacements with comparable skills, our performance could be adversely impacted.

Our success is also dependent on cultivating and maintaining a unified culture with cohesive values and goals. Much of our continued success is tied to our guest loyalty. Failure to maintain and grow the Alaska culture could strain our ability to maintain relationships with guests, suppliers, employees and other constituencies. As part of this process, we may continue to incur substantial costs for employee programs.

TECHNOLOGYREGULATION
We rely heavily on automated systems to operate our business, including expanded reliance on systems managed or hosted
GENERAL
The airline industry is highly regulated, most notably by third parties. Failure to invest in new technology or a disruptionthe federal government. The Department of our current systems or their operators could harm our business.Transportation (DOT), the Transportation Security Administration (TSA), and the FAA exercise significant regulatory authority over air carriers.
We heavily depend on automated systems to operate our business. This includes our airline reservation system, check-in kiosks, website, telecommunication systems, maintenance systems, airline operations control systems, flight deck/route optimization systems, planning and scheduling, mobile applications and devices, and many other systems. These systems require significant investment of employee time and cost for maintenance and upgrades. Failure to appropriately execute these procedures may result in service disruptions or system failures. Additionally, as part of our commitment to innovation and providing an attractive guest travel experience, we invest in new technology to ensure our critical systems are reliable, scalable, and secure.
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We also continue to expand our reliance on third party providers for management or hosting of operational and financial systems. Should these providers fail to meet established service requirements or provide inadequate technical support, we could experience disruptions in our operation, ticketing or financial systems. Additionally, all of our automated systems cannot be completely protected against events beyond our control, including natural disasters, computer viruses, cyberattacks, other security breaches, or telecommunications failures.

Substantial or repeated failures or disruptions
DOT: A domestic airline is required to hold a certificate of public convenience and necessity issued by the DOT in order to provide passenger and cargo air transportation in the U.S. Subject to certain individual airport capacity, noise and other restrictions, this certificate permits an air carrier to operate between any of these critical systems could reducetwo points in the attractiveness of our services or cause our guestsU.S. Certificates do not expire, but may be revoked for failure to do businesscomply with another airline. Disruptions, failed implementations, untimely or incomplete recovery, or a breach of these systemsfederal aviation statutes, regulations, orders or the data centers/cloud infrastructure they run on could resultterms of the certificates. While airlines are permitted to establish their own fares without government regulation, the DOT has jurisdiction over the approval of international codeshare agreements, marketing alliance agreements between major domestic carriers, international and some domestic route authorities, Essential Air Service market subsidies, carrier liability for personal or property damage, and certain airport rates and charges disputes. International treaties may also contain restrictions or requirements for flying outside of the U.S. and impose different carrier liability limits than those applicable to domestic flights. The DOT has been active in the lossimplementing a variety of important data, an increase in our expenses, loss of revenue, impacts to our operational performance, or a possible temporary cessation of our operations.

We continue to monitor emerging technologies, including technologies which may have disruptive impacts which are out of our control,consumer protection regulations and directives, covering subjects such as advertising, passenger communications, denied boarding compensation, tarmac delay response, ticket refunds, family seating requirements, and fee disclosures for ancillary services. Following operational difficulties across the rolloutindustry, the DOT has increased its review of 5G wireless service. We will continueairline operational performance. Airlines are subject to work with regulatory agenciesenforcement actions that are brought by the DOT for alleged violations of consumer protection and other air carrierseconomic regulations. We are not aware of any regulatory investigations or enforcement proceedings that could either materially affect our financial position or impact our authority to mitigate potential impacts of these technologies on the safety and security of air travel.

operate.
Failure to appropriately comply with evolving and expanding information security rules and regulations or to safeguard our employee or guest data could result in damage to our reputation and cause us to incur substantial legal and regulatory cost.

As partFAA: The FAA, through Federal Aviation Regulations (FARs), generally regulates all aspects of airline operations, including establishing personnel, maintenance and flight operation standards. Domestic airlines are required to hold a valid air carrier operating certificate issued by the FAA. Pursuant to these regulations, we have established, and the FAA has approved, our core business,operations specifications and a maintenance program for each type of aircraft we operate. Each maintenance program provides for the ongoing maintenance of the relevant aircraft type, ranging from frequent routine inspections to major overhauls. Periodically, the FAA issues Airworthiness Directives (ADs) that must be incorporated into our aircraft maintenance program and operations. All airlines are subject to enforcement actions that are brought by the FAA from time to time for alleged violations of FARs or ADs. At this time, we are not aware of any enforcement proceedings that could either materially affect our financial position or impact our authority to operate.

TSA: Airlines serving the U.S. must operate a TSA-approved Aircraft Operator Standard Security Program (AOSSP), and comply with TSA Security Directives (SDs) and regulations. Under TSA authority, we are required to collect process, storea September 11 Security Fee of $5.60 per one-way trip from passengers and share personal and financial information from our guests and employees. Under current or future privacy legislation, weremit that sum to the government to fund aviation security measures. Airlines are subject to significant legal risk should we not appropriately protectenforcement actions that data. Our entrance intoare brought by the oneworld alliance exposes us to incremental global regulation and therefore risk. In addition, we continue to expand our reliance on third-party software providers and data processors, including cloud providers. Unauthorized access of personal and financial data via fraud or other means of deception could result in data loss, theft, modification, or unauthorized disclosure. To the extent that either we or third parties with whom we share information experience a data breach, fail to appropriately safeguard personal data, or are found to be out of compliance with applicable laws, and regulations, we could be subject to additional litigation, regulatory risks and reputational harm. Further, as regulationTSA for alleged violations of the collection and storageAOSSP, SDs or security regulations. We are not aware of personal andany enforcement proceedings that could either materially affect our financial information continuesposition or impact our authority to evolve and increase, we may incur significant costs to bring our systems and processes into compliance.operate.

Cyber security threatsThe Department of Justice (DOJ) and DOT have jurisdiction over airline competition matters. The DOJ has authority to review Alaska's proposed acquisition of Hawaiian Airlines under the U.S. antitrust laws. The U.S. Postal Service has jurisdiction over certain aspects of the transportation of mail and willrelated services. Labor relations in the air transportation industry are regulated under the RLA. To the extent we continue to fly to foreign countries and pursue alliances with international carriers, we may be subject to certain regulations of foreign agencies and international treaties.

We are also subject to the oversight of the Occupational Safety and Health Administration (OSHA) concerning employee safety and health matters. The OSHA and other federal agencies have been authorized to create and enforce regulations that have an impact on our business. Failureoperations. In addition to appropriately mitigate these risks could negativelyfederal activities, various states have been delegated certain authorities under these federal statutes. Many state and local governments have adopted employee safety and health laws and regulations. We maintain our safety and health programs in order to meet or exceed these requirements.

ENVIRONMENTAL
We are also subject to various laws and government regulations concerning environmental matters, both domestically and internationally. Domestic regulations that have an impact to our operations onboard safety, reputationinclude the Airport Noise and Capacity Act of 1990, the Clean Air Act, Resource Conservation and Recovery Act, Clean Water Act, Safe Drinking Water Act, the Comprehensive Environmental Response and Compensation Liability Act, the National Environmental Policy Act (including Environmental Justice), Emergency Planning and Community Right-to-Know Act and the Toxic Substances Control Act. Many state and local environmental regulations exceed these federal regulations. We expect there to be continued incremental legislation aimed at further reduction of greenhouse gas emissions, hazardous substances, and additional focus on environmental justice.

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The Airport Noise and Capacity Act recognizes the rights of airport operators with noise problems to implement local noise abatement programs so long as they do not interfere unreasonably with interstate or foreign commerce or the national air transportation system. Authorities in several cities have established aircraft noise reduction programs, including the imposition of nighttime curfews. We believe we have sufficient scheduling flexibility to accommodate local noise restrictions.

The domestic US airline industry committed to carbon neutral growth starting in 2020 for both domestic and international growth. The mechanism to comply with this commitment internationally is through the Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA), which is a global, market-based measure that allows for eligible emissions offsets or the use of CORSIA-eligible sustainable aviation fuel to mitigate the growth emissions. The program is regulated by the FAA who then affirms compliance to the International Civil Aviation Organization. The FAA has approved both Alaska and Horizon's monitoring, verification, and reporting plans.

As a result of the COVID-19 pandemic, the CORSIA growth baseline year was modified and set to 85% of 2019 carbon dioxide emissions. This does not have a direct impact on domestic flights, however the EPA finalized a rule in 2020 on aircraft emission standards which aligns with the international agreements. Additional emissions reporting requirements and potential requirements to decarbonize could have a significant impact on our industry.

The state of California has enacted rules, effective in 2025, that will expand required disclosures discussing the impact of environmental change; agencies within the federal government have proposed similar rules that are not yet finalized. Costs associated with compliance could be significant. Except for these rules, we do not currently anticipate adverse financial condition.impacts from specific existing or pending environmental regulation or reporting requirements, new regulations, related to our existing or past operations, or compliance issues that could harm our financial condition, results of operations, or cash flows in future periods.

INSURANCE

We carry insurance of types customary in the airline industry and in amounts deemed adequate to protect our interests and property and to comply both with federal regulations and certain credit and lease agreements. The insurance policies principally provide coverage for airline hull, spares and comprehensive legal liability, war and allied perils, and workers’ compensation. In addition, we currently carry a cyber insurance policy in the event of security breaches from malicious parties.

We believe that our emphasis on safety and our state-of-the-art flight deck safety technology help to control the cost of our insurance.

WHERE YOU CAN FIND MORE INFORMATION
Our filings with the Securities and Exchange Commission, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available on our website at www.alaskaair.com, free of charge, as soon as reasonably practicable after these reports are electronically filed with, or furnished to, the SEC. The information contained on our website is not a part of this annual report on Form 10-K.
GLOSSARY OF TERMS

Adjusted Net Debt - long-term debt, including current portion, plus capitalized operating and finance leases, less cash and marketable securities

Adjusted Net Debt to EBITDAR - represents adjusted net debt divided by EBITDAR (trailing twelve months earnings before interest, taxes, depreciation, amortization, special items and rent)

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 and special items

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Our sensitive informationCASMex - operating costs excluding fuel and special items per ASM, or "unit cost"; this metric is securely transmitted over public and private networks.  Our systems are subjectused to increasing and evolving cyber security risks. Unauthorized parties have attempted and continue to attempt to gain access to our systems and information, including through fraudulent misrepresentation and other meanshelp track progress toward reduction of deception. Methods used by unauthorized parties are continually evolving and may be difficult to identify. Because of these ever-evolving risks and regular attacks, we continue to review policies and educate our people on various methods utilized in attempts to gain unauthorized access to bolster awareness and encourage cautionary practices. However, the nature of these attacks means that proper policies, technical controls, and education may not be enough to prevent all unauthorized access. Emerging cybercrime threats include the loss of functionality of critical systems through ransomware, denial of service, or other attacks.A compromisenon-fuel operating costs since fuel is largely out of our systems, the security of our infrastructure or those of other business partners that result in our information being accessed or stolen by unauthorized persons could result in substantial costs for response and remediation, adversely affect our operations and our reputation, and expose us to litigation, regulatory enforcement, or other legal action. A cybersecurity attack impacting our onboard or other operational systems may result in an accident or incident onboard or significant operational disruptions, which could adversely affect our reputation, operation and financial position. Further, a significant portion of our office employees have transitioned to remote work, which increases our exposure to cyberattacks, and could compromise our financial or operational systems.control

FINANCIAL CONDITION AND FINANCIAL MARKETSDebt-to-Capitalization Ratio - represents adjusted debt (long-term debt plus capitalized operating lease liabilities) divided by total equity plus adjusted debt

OurDiluted 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

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

Mainline - represents flying Boeing 737, Airbus A320, and Airbus A321neo jets and all associated revenue and costs

Productivity - number of revenue passengers per full-time equivalent employee

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

Regional - represents capacity purchased by Alaska from Horizon and SkyWest. Financial results in this segment include actual on-board passenger revenue, less costs such as fuel, distribution costs, and payments made to Horizon and SkyWest under the respective capacity purchased arrangement (CPA). Additionally, Regional includes an allocation of corporate overhead such as IT, finance, and other administrative costs incurred by Air Group and on behalf of Horizon

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

Yield - passenger revenue per RPM; represents the average revenue for flying one passenger one mile

ITEM 1A. RISK FACTORS
If any of the following occurs, our business, financial condition, and results of operations are substantially exposedcould be harmed. The trading price of our common stock could also decline. We operate in a continually changing business environment. In this environment, new risks may emerge, and already identified risks may vary significantly in terms of impact and likelihood of occurrence. Management cannot predict such developments, nor can it assess the impact, if any, on our business of such new risk factors or of events described in any forward-looking statements.

We have adopted an enterprise-wide risk analysis and oversight program designed to identify the various risks faced by the organization, assign responsibility for managing those risks to individual executives, and align these risks with Board oversight. These enterprise-wide risks align to the volatilityrisk factors discussed below.

SAFETY, COMPLIANCE, AND OPERATIONAL EXCELLENCE

Our reputation and financial results could be harmed in the event of jet fuel prices. Significant increasesan airline accident or incident.
An accident or incident involving one of our aircraft or an aircraft operated by one of our commercial partners or CPA carriers could involve loss of life and result in jet fuela loss of confidence in our Company by the flying public and/or aviation authorities. We could experience significant claims from injured passengers, bystanders and surviving relatives, as well as costs for the repair or replacement of a damaged aircraft and temporary or permanent loss from service. We maintain liability insurance in amounts and of the type generally consistent with industry practice, as do our commercial partners and CPA carriers. However, the amount of such coverage may not be adequate to fully cover all claims, and we may be forced to bear substantial economic losses from such an event. Substantial claims resulting from an accident in excess of our related insurance coverage would harm our business and financial results. Moreover, any aircraft accident or incident, even if it is fully insured or does not involve one of our aircraft, could cause a public perception that our airlines or the aircraft we or our partners fly are less safe or reliable than other transportation alternatives. This would harm our business.
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Fuel costs constitute a significant portion of

Our operations are often affected by factors beyond our total operating expenses. Future increases in the price of jet fuel maycontrol, including delays, cancellations, and other conditions, which could harm our business, financial condition, and results of operations.

As is the case for all airlines, our operations unlessoften are affected by delays, cancellations and other conditions caused by factors largely beyond our control.

Factors that might impact our operations include:

congestion, construction, space constraints at airports, and/or air traffic control problems, all of which many restrict flow;

lack of adequate staffing or other resources within critical third parties;

adverse weather conditions;

lack of operational approval (e.g. new routes, aircraft deliveries, etc.);

contagious illness and fear of contagion;
increased security measures or breaches in security;
changes in international treaties concerning air rights;

international or domestic conflicts or terrorist activity;

random acts of violence on our aircraft or at airports;

interference by modernized telecommunications equipment with aircraft navigation technology;

disruption, failure, or inadequacy of systems or infrastructure under the control of third parties, including government entities; and

other changes in business conditions.

Due to the concentration of our flights in the Pacific Northwest and Alaska, we believe a large portion of our operation is more susceptible to adverse weather conditions than other carriers with networks that cover a larger geographic area. A general reduction in airline passenger traffic as a result of any of the above-mentioned factors could harm our business, financial condition, and results of operations.

We rely on vendors and third parties for certain critical activities and sourcing, which could expose us to disruptions in our operation or unexpected cost increases.
We rely on vendors for a variety of services and functions critical to our business, including airframe and engine maintenance, regional flying, ground handling, fueling, computer reservation system hosting, telecommunication systems, information technology infrastructure and services, and deicing, among others. We also rely on government-controlled systems such as air traffic control technology that could malfunction for reasons out of our control.
Our use of outside vendors increases our exposure to several risks. Even though we strive to formalize agreements with these vendors that define expected service levels, we may not have the ability to influence change with all vendors. In the event that one or more vendors go into bankruptcy, ceases operation, or fails to perform as promised, for reasons such as supply chain delays, or workforce shortages, replacement services may not be readily available at competitive rates, or at all. If one of our vendors fails to perform adequately, we may experience increased costs, delays, maintenance issues, safety issues, or negative public perception of our airline. Vendor bankruptcies, unionization, regulatory compliance issues, or significant changes in the competitive marketplace among suppliers could adversely affect vendor services or force us to renegotiate existing agreements on less favorable terms. These events could result in disruptions in our operations or increases in our cost structure.
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Impacts of climate change, including physical and transition risks, as well as market responses, may have a material adverse result on our operations and financial position.

Concerns regarding climate change, including the impacts of a gradual increase in global temperatures leading to more severe weather conditions, continue to rise. Increased frequency or duration of extreme weather conditions could cause significant and prolonged impacts to our operation, disrupt our supply chain, and influence consumer travel decisions. These disruptions may result in increased operating costs and lost revenue should we be unable to operate our published schedules. Additionally, we have made commitments to reduce our greenhouse gas emissions which may require us to make significant investments in emerging and yet unproven technologies. Should these technologies not prove ready, not gain approval, or not be sufficiently available for use in our operation, our results of operations may be adversely impacted, and we may be required to direct new investments to different technologies. Public interest in U.S. airlines' response to climate change has continued to grow. Failure to address the concerns of our guests and our shareholders may lead to a reduction in demand for our services, including both leisure and business travel, in favor of competitors that customers perceive to be more sustainable. This could adversely impact our financial position, our results of operations, or our stock price.

The airline industry continues to face potential security concerns and related costs.

Terrorist attacks, the fear of such attacks or other hostilities involving the U.S. could have a significant negative effect on the airline industry, including us, and could:
significantly reduce passenger traffic and yields as a result of a dramatic drop in demand for air travel;
significantly increase security and insurance costs;
make war risk or other insurance unavailable or extremely expensive;
increase fuel costs and the volatility of fuel prices;
increase costs from airport shutdowns, flight cancellations, and delays resulting from security breaches and perceived safety threats; and
result in a grounding of commercial air traffic by the FAA.
The occurrence of any of these events would harm our business, financial condition, and results of operations.

COMPETITION AND STRATEGY

The airline industry is highly competitive and susceptible to price discounting and changes in capacity, which could have a material adverse effect on our business. If we cannot successfully compete in the marketplace, our business, financial condition, and operating results will be materially adversely affected.

The U.S. airline industry is characterized by substantial competition. Airlines compete for market share through pricing, capacity (supply), route systems and markets served, merchandising, and products and services offered to guests. We have significant capacity overlap with competitors, particularly in our key West Coast markets. This dynamic may be exacerbated by competition among airlines to attract passengers during periods of economic recovery. The resulting increased competition in both domestic and international markets may have a material adverse effect on our results of operations, financial condition, or liquidity if we are unable to attract and retain guests.

We strive toward maintaining and improving our competitive cost structure by setting aggressive unit cost-reduction goals. This is an important part of our business strategy of offering the best value to our guests through low fares while achieving acceptable profit margins and return on capital. If we are unable to maintain our cost advantage over the long-term and achieve sustained targeted returns on invested capital, we will likely not be able to grow our business in the future or weather industry downturns. Therefore, our financial results may suffer.
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The airlineindustry may undergo further consolidation or restructuring. In addition, regulatory, policy, and legal developments could impact the extent to which airlines can merge, or form and maintain marketing alliances and joint ventures with other airlines, particularly U.S. carriers. These factors could have a material adverse effect on our business, financial conditions, and results of operations.

We continue to face strong competition, mainly from other U.S. carriers. In many instances, our competitors have been able to grow and increase their competitive influence by merging with other airlines, as Alaska did with Virgin America in 2016. Some competitors have also benefited from the ability to reduce their cost structures through the U.S. bankruptcy process and restructuring laws.Competitors have also improved their competitive positions by entering marketing alliances and/or joint ventures with other airlines.Certain airline joint ventures promote competition by allowing airlines to coordinate routes, pool revenues and costs, and enjoy other mutual benefits that can be extended to consumers, achieving many of the benefits of consolidation.

In recent years, the U.S. antitrust authorities have been increasingly reluctant to approve airline mergers, cooperative marketing arrangements, and joint ventures. The continuation of merger-adverse antitrust policy and/or the finality of legal rulings limiting airline mergers, joint marketing activities, and joint ventures could have a material adverse effect on our business, financial condition, and results of operations.

Our concentration in certain markets could cause us to be disproportionately impacted by adverse changes in circumstances in those locations.
Our strategy involves a high concentration of our business in key West Coast markets. A significant portion of our flights occur to and from our stations in Seattle, Portland, and the Bay Area. In 2023, passengers to and from these locations accounted for 82% of our total guests.

We believe that concentrating our service offerings in this way allows us to maximize our investment in personnel, aircraft and ground facilities, as well as to gain greater advantage from sales and marketing efforts in those regions. As a result, we remain highly dependent on our key markets. Our business could be harmed by any circumstances causing a reduction in demand for air transportation in our key markets. An increase in competition in our key markets could also cause us to reduce fares or take other competitive measures that, if sustained, could harm our business, financial condition, and feesresults of operations.

We are dependent on a limited number of suppliers for aircraft and parts.
Alaska is dependent on Boeing as its sole supplier for mainline aircraft and many aircraft parts. Horizon is similarly dependent on Embraer. Additionally, each carrier is dependent on sole suppliers for aircraft engines for each aircraft type. As a result, we are vulnerable to issues associated with the supply of those aircraft and parts including design or add ancillary servicesmanufacturing defects, mechanical problems, contractual performance by the manufacturers, or adverse perception by the public about safety that would result in customer avoidance or actions by the FAA. Should we be unable to attemptresolve known issues with certain aircraft or engine suppliers, it may result in the inability to recoveroperate our aircraft for extended periods. Additionally, if effects of ongoing supply chain constraints cause our limited vendors to have performance problems, reduced or ceased operations, bankruptcies, workforce shortages, or other events causing them to be unable to fulfill their commitments to us, our operations and business could be materially adversely affected.

Should these suppliers be unable to manufacture, obtain certification for, and deliver new aircraft, we may not be able to grow our fleet at intended rates, which could impact our financial position. Boeing has significant production constraints and regulatory delays for the B737 family of aircraft, which may impact the timing of deliveries. If we are unable to receive these aircraft or future aircraft in a timely manner, our growth plans could be negatively impacted. Given Alaska's size relative to its competitors, these challenges may have a disproportionate impact on Alaska. Additionally, further consolidation among aircraft and aircraft parts manufacturers could further limit the number of suppliers. This could result in production instability in the locations in which the aircraft and its parts are manufactured or an inability to operate our aircraft.

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We rely on partner airlines for codeshare and frequent flyer marketing arrangements.
Our airlines are parties to marketing agreements with a number of domestic and international air carriers, or “partners," including an expanded relationship with American and other oneworld carriers. These agreements provide that certain flight segments operated by us are held out as partner “codeshare” flights and that certain partner flights are held out for sale as Alaska codeshare flights. Refer to Item 1 above for details regarding these codeshare agreements. In addition, the agreements generally provide that members of Alaska’s Mileage Plan program can earn credit on or redeem credit for partner flights and vice versa. We receive revenue from flights sold under codeshare and from interline arrangements. In addition, we believe that the frequent flyer arrangements are an important part of our loyalty program. The loss of a significant partner through bankruptcy, consolidation, or otherwise, could have a negative effect on our revenue or the attractiveness of our Mileage Plan program, which we believe is a source of competitive advantage.

Our membership in the oneworld global alliance may limit options to bring non-oneworld carrier partners into our Mileage Plan program. Further, maintaining an alliance with another U.S. airline may expose us to additional regulatory scrutiny. Failure to appropriately manage these partnerships and alliances could negatively impact future growth plans and our financial position.

We routinely engage in analysis and discussions regarding our own strategic position, including alliances, codeshare arrangements, interline arrangements, and frequent flyer program enhancements, and will continue to pursue these commercial activities. If other airlines participate in consolidation or reorganization, those airlines may significantly improve their cost structures or revenue generation capabilities, thereby potentially making them stronger competitors of ours and potentially impairing our ability to realize expected benefits from our own strategic relationships.

As we evolve our brand we will engage in strategic initiatives that may not be favorably received by all of our guests.

We continue to focus on strategic initiatives designed to increase our brand appeal to a diverse and evolving demographic of airline travelers. These efforts could include significant enhancements to our in-airport and on-board environments, increasing fuel costs.our direct customer relationships through improvements to our purchasing portals (digital and mobile), and management of our customer loyalty programs. In pursuit of these efforts we may negatively affect our reputation with some of our existing customer base.

The Company's reputation could be harmed if it is exposed to significant negative publicity.

We operate in a highly visible industry that has significant exposure to social media and other media channels. Negative publicity, including as a result of misconduct by our guests or employees, failures by our suppliers and other vendors, failure to address our environmental, social, and governance goals, or other circumstances, can spread rapidly through such channels. Should the Company not respond in a timely and appropriate manner to address negative publicity, the Company's reputation may be significantly harmed. Such harm could have a negative impact on our operating results.

FINANCIAL CONDITION

We have a significant amount of debt and fixed obligations, and have incurred substantial incremental debt in response to the COVID-19 pandemic.obligations. These obligations could lead to liquidity restraints and have a material adverse effect on our financial position. Additionally, increases in interest rates may mean that future borrowings are more costly for the Company, which could harm our future financial results.

We carry, and will continue to carry for the foreseeable future, a substantial amount of debt and aircraft operating lease commitments. In response to the COVID-19 pandemic, we obtained new financing to fund operations through periods of unprecedented low demand, and for the unknown duration of any economic recovery period. Although we aim to keep our leverage low, due to our high fixed costs, including aircraft lease commitments and debt service, a decrease in revenues wouldrevenue could result in a disproportionately greater decrease in earnings. Similarly, a material increase in market interest rates could mean future borrowings are more costly for the Company.

Our outstanding long-term debt and other fixed obligations could have important consequences. For example, they could limit our ability to obtain additional financing to fund our future capital expenditures or working capital or other purposes;capital; require us to dedicate a material portion of our operating cash flow to fund lease payments and interest payments on indebtedness, thereby reducing funds available for other purposes; or limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business and economic conditions. Further, should we incur incremental obligations, issuers may require future debt agreements to contain more restrictive covenants or require additional collateral beyond historical market terms which may further restrict our ability to successfully access capital.

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Although we have historically been able to generate sufficient cash flow from our operations to pay our debt and other fixed obligations when they become due, we cannot ensure we will be able to do so in the future. If we fail to do so, our business could be harmed.

Our business, financial condition, and results of operations are substantially exposed to the volatility of jet fuel prices. Significant increases in jet fuel costs or significant disruptions in the supply of jet fuel would harm our business.
Fuel costs constitute a significant portion of our total operating expenses. Future increases in the price of jet fuel may harm our business, financial condition, and results of operations unless we are able to increase fares and fees or add ancillary services to attempt to recover increasing fuel costs. The price of jet fuel can be dependent on geography and may have a disproportionate impact on our operating results due to our concentration on the West Coast.

We are unable to predict the future supply of jet fuel, which may be impacted by various factors, included but not limited to geopolitical conflict, economic sanctions against oil-producing countries, natural disasters, or staffing and equipment shortages in the oil industry. Any of these factors could adversely impact our operations and financial results.

Economic uncertainty, including a recession, would likely impact demand for our product and could harm our financial condition and results of operations.
The airline industry, which is subject to relatively high fixed costs and highly variable and unpredictable demand, is particularly sensitive to changes in economic conditions. We are dependent on U.S. consumer confidence and the health of the U.S. economy. Unfavorable U.S. economic conditions have historically resulted in reduced consumer spending and led to decreases in both leisure and business travel. For some consumers, leisure travel is a discretionary expense, and shorter distance travelers, in particular, have the option to replace air travel with surface travel. Businesses are able to forgo air travel by using communication alternatives such as video conferencing or may be more likely to purchase less expensive tickets to reduce costs, which can result in a decrease in average revenue per seat. Unfavorable economic conditions also hamper the ability of airlines to raise fares to counteract increased fuel, labor, and other costs. Additionally, reduced consumer spending would adversely impact revenue and cash flows from our co-branded credit card agreements. Unfavorable or even uncertain economic conditions could negatively affect our financial condition and results of operations.

Our maintenance costs will increase as our fleet ages, and we will periodically incur substantial maintenance costs due to the timing of maintenance events of our aircraft.

As of December 31, 2021,2023, the average age of our Boeing Next Gen passenger aircraft (B737-700, -800, -900, -900ERs)-900ER) was approximately 10.912.8 years, the average age of our B737-9Boeing MAX aircraft (B737-8, -9) was approximately 0.41.2 years, the average age of our operating A320 and A321neo aircraft was approximately 9.3 years, the average age of our owned E175 aircraft was approximately 3.6 years, and the average age of our Q400 aircraft was approximately 13.74.3 years. Typically, our newer aircraft require less maintenance than they will in the future. Any significant increase in maintenance expenses could have a material adverse effect on our results of operations. In addition, expenses for aircraft coming off lease could result in incremental maintenance expense as we are required to return leased planes in a contractually specified condition.

26Our financial condition or results of operations may be negatively affected by increases in expenses related to the airports in which we operate.


Almost all commercial service airports are owned and/or operated by units of local or state governments. Airlines are largely dependent on these governmental entities to provide adequate airport facilities and capacity at an affordable cost. Many airports have increased their rates and charges to air carriers to reflect higher costs of security, updates to infrastructure, and other expenses. Additional laws, regulations, taxes, airport rates, and airport charges may be occasionally proposed that could significantly increase the cost of airline operations or reduce the demand for air travel. Although lawmakers may impose these additional fees and view them as “pass-through” costs, a higher total ticket price could influence consumerpurchase and travel decisions and may result in an overall decline in passenger traffic, which would harm our business. Additionally, we have engaged in various redevelopment projects at the airports in which we operate to improve or add to existing infrastructure our company uses. While the airport authority may reimburse costs associated with these projects, we may be required to commit significant resources of our own to finance construction and design. Delays and cost overruns associated with these projects could have a negative impact on our financial condition or results of operations.

The application of the acquisition method of accounting resulted in us recording goodwill, which could result in significant future impairment charges and negatively affect our financial results.

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In accordance with acquisition accounting rules, we recorded goodwill on our consolidated balance sheet to the extent the Virgin America acquisition purchase price exceeded the net fair value of Virgin America’s tangible and identifiable intangible assets and liabilities as of the acquisition date. Goodwill is not amortized, but is tested for impairment at least annually. We could record impairment charges in our results of operations as a result of, among other items, extreme fuel price volatility, a significant decline in the fair value of certain tangible or intangible assets, unfavorable trends in forecasted results of operations and cash flows, uncertain economic environment and other uncertainties. We can provide no assurance that a significant impairment charge will not occur in one or more future periods. Any such charges may materially affect our financial results.

BRANDPEOPLE AND REPUTATION

As we evolve our brand we will engage in strategic initiatives that may not be favorably received by all of our guests.`

We continue to focus on strategic initiatives designed to increase our brand appeal to a diverse and evolving demographic of airline travelers. These efforts could include significant enhancements to our in-airport and on-board environments, increasing our direct customer relationships through improvements to our purchasing portals (digital and mobile) and optimization of our customer loyalty programs. In pursuit of these efforts we may negatively affect our reputation with some of our existing customer base.
The Company's brand and reputation could be harmed if it is exposed to significant negative publicity distributed through social media.

We operate in a highly visible industry that has significant exposure to social media. Negative publicity, including as a result of misconduct by our guests or employees, or failure to adhere to COVID-19 related health and safety protocols, can spread rapidly through social media. Should the Company not respond in a timely and appropriate manner to address negative publicity, the Company's brand and reputation may be significantly harmed. Such harm could have a negative impact on our financial results.

LABOR RELATIONS AND LABOR STRATEGY

A significant increase in labor costs or unsuccessful attempts to strengthen our relationships with union employees or loss of key personnel could adversely affect our business and results of operations.

Labor costs remain a significant component of our total expenses. In addition to costs associated with represented employee groups, labor costs could also increase for non-unionized employees and via vendor agreements as we work to compete for highly skilled and qualified employees against the major U.S. airlines and other businesses in a thrivingcompetitive job market. Labor costs have recently increased significantly driven by inflationary pressure on wages.

Ongoing and periodic negotiations with labor unions could result in job actions, such as slow-downs, sick-outs, or other actions designed to disrupt normal operations and pressure the employer to acquiesce to bargaining demands during negotiations, althoughnegotiations. Although unlawful until after lengthy mediation attempts, the operation could be significantly impacted. Although we have a long track record of fostering good communications, negotiating approaches, and developing other strategies to enhance workforce engagement in our long-term vision, unsuccessful attempts to strengthen relationships with union employees or loss of key personnel could divert management’s attention from other projects and issues which could adversely affectand negatively impact the business. In addition, our businessbargained-for labor agreement terms for flight crew are increasingly coming into conflict with state and results of operations.local laws purporting to govern benefits and duties.

The inability to attract, retain, and train qualified personnel, or maintain our culture, could result in guest impacts and adversely affect our business and results of operations.

We compete against other major U.S. airlines for pilots, aircraft technicians and other labor. AsRecently, there have been shortages of pilots for hire in the regional market and more pilots in the industry approachare approaching mandatory retirement age, the U.S. airline industry may be affected by a pilot shortage.age. Attrition beyond normal levels, or the inability to attract new pilots, could negatively impact our operating results.results of operations. The shortage of pilots and opportunities at other carriers could mean that our captains and first officers leave our airlines more often than forecasted. Additionally, the industry, including related vendor partners, has experienced and may continue to experience challenges in hiring and retaining other labor positions, such as aircraft technicians, ground handling and customer service agents, and flight attendants. The Company's or our vendor partners' inability to attract and retain personnel for these positions could negatively impact our operating results of operations, which may harm our growth plans. Additionally, we may be required to increase our wage and benefit packages, or pay increased rates to our vendors, to retain these positions. This would result in increased overall costs and may adversely impact our guest experience and financial position.
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Our executive officers and other senior management personnel are critical to the long-term success of our business. If we experience significant turnover and loss of key personnel, and fail to find suitable replacements with comparable skills, our performance could be adversely impacted.

Our success is also dependent on cultivating and maintaining a unified culture with cohesive values and goals. Much of our continued success is tied to our guest loyalty. Failure to maintain and grow the Alaska culture could strain our ability to maintain relationships with guests, suppliers, employees and other constituencies. As part of this process, we may continue to incur substantial costs for employee programs.

REGULATION
GENERAL
The airline industry is highly regulated, most notably by the federal government. The Department of Transportation (DOT), the Transportation Security Administration (TSA), and the FAA exercise significant regulatory authority over air carriers.
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DOT: A domestic airline is required to hold a certificate of public convenience and necessity issued by the DOT in order to provide passenger and cargo air transportation in the U.S. Subject to certain individual airport capacity, noise and other restrictions, this certificate permits an air carrier to operate between any two points in the U.S. Certificates do not expire, but may be revoked for failure to comply with federal aviation statutes, regulations, orders or the terms of the certificates. While airlines are permitted to establish their own fares without government regulation, the DOT has jurisdiction over the approval of international codeshare agreements, marketing alliance agreements between major domestic carriers, international and some domestic route authorities, Essential Air Service market subsidies, carrier liability for personal or property damage, and certain airport rates and charges disputes. International treaties may also contain restrictions or requirements for flying outside of the U.S. and impose different carrier liability limits than those applicable to domestic flights. The DOT has been active in implementing a variety of consumer protection regulations and directives, covering subjects such as advertising, passenger communications, denied boarding compensation, tarmac delay response, ticket refunds, family seating requirements, and fee disclosures for ancillary services. Following operational difficulties across the industry, the DOT has increased its review of airline operational performance. Airlines are subject to enforcement actions that are brought by the DOT for alleged violations of consumer protection and other economic regulations. We are not aware of any regulatory investigations or enforcement proceedings that could either materially affect our financial position or impact our authority to operate.

FAA: The FAA, through Federal Aviation Regulations (FARs), generally regulates all aspects of airline operations, including establishing personnel, maintenance and flight operation standards. Domestic airlines are required to hold a valid air carrier operating certificate issued by the FAA. Pursuant to these regulations, we have established, and the FAA has approved, our operations specifications and a maintenance program for each type of aircraft we operate. Each maintenance program provides for the ongoing maintenance of the relevant aircraft type, ranging from frequent routine inspections to major overhauls. Periodically, the FAA issues Airworthiness Directives (ADs) that must be incorporated into our aircraft maintenance program and operations. All airlines are subject to enforcement actions that are brought by the FAA from time to time for alleged violations of FARs or ADs. At this time, we are not aware of any enforcement proceedings that could either materially affect our financial position or impact our authority to operate.

TSA: Airlines serving the U.S. must operate a TSA-approved Aircraft Operator Standard Security Program (AOSSP), and comply with TSA Security Directives (SDs) and regulations. Under TSA authority, we are required to collect a September 11 Security Fee of $5.60 per one-way trip from passengers and remit that sum to the government to fund aviation security measures. Airlines are subject to enforcement actions that are brought by the TSA for alleged violations of the AOSSP, SDs or security regulations. We are not aware of any enforcement proceedings that could either materially affect our financial position or impact our authority to operate.

The Department of Justice (DOJ) and DOT have jurisdiction over airline competition matters. The DOJ has authority to review Alaska's proposed acquisition of Hawaiian Airlines under the U.S. antitrust laws. The U.S. Postal Service has jurisdiction over certain aspects of the transportation of mail and related services. Labor relations in the air transportation industry are regulated under the RLA. To the extent we continue to fly to foreign countries and pursue alliances with international carriers, we may be subject to certain regulations of foreign agencies and international treaties.

We are also subject to the oversight of the Occupational Safety and Health Administration (OSHA) concerning employee safety and health matters. The OSHA and other federal agencies have been authorized to create and enforce regulations that have an impact on our operations. In addition to these federal activities, various states have been delegated certain authorities under these federal statutes. Many state and local governments have adopted employee safety and health laws and regulations. We maintain our safety and health programs in order to meet or exceed these requirements.

ENVIRONMENTAL
We are also subject to various laws and government regulations concerning environmental matters, both domestically and internationally. Domestic regulations that have an impact to our operations include the Airport Noise and Capacity Act of 1990, the Clean Air Act, Resource Conservation and Recovery Act, Clean Water Act, Safe Drinking Water Act, the Comprehensive Environmental Response and Compensation Liability Act, the National Environmental Policy Act (including Environmental Justice), Emergency Planning and Community Right-to-Know Act and the Toxic Substances Control Act. Many state and local environmental regulations exceed these federal regulations. We expect there to be continued incremental legislation aimed at further reduction of greenhouse gas emissions, hazardous substances, and additional focus on environmental justice.

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The Airport Noise and Capacity Act recognizes the rights of airport operators with noise problems to implement local noise abatement programs so long as they do not interfere unreasonably with interstate or foreign commerce or the national air transportation system. Authorities in several cities have established aircraft noise reduction programs, including the imposition of nighttime curfews. We believe we have sufficient scheduling flexibility to accommodate local noise restrictions.

The domestic US airline industry committed to carbon neutral growth starting in 2020 for both domestic and international growth. The mechanism to comply with this commitment internationally is through the Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA), which is a global, market-based measure that allows for eligible emissions offsets or the use of CORSIA-eligible sustainable aviation fuel to mitigate the growth emissions. The program is regulated by the FAA who then affirms compliance to the International Civil Aviation Organization. The FAA has approved both Alaska and Horizon's monitoring, verification, and reporting plans.

As a result of the COVID-19 pandemic, the CORSIA growth baseline year was modified and set to 85% of 2019 carbon dioxide emissions. This does not have a direct impact on domestic flights, however the EPA finalized a rule in 2020 on aircraft emission standards which aligns with the international agreements. Additional emissions reporting requirements and potential requirements to decarbonize could have a significant impact on our industry.

The state of California has enacted rules, effective in 2025, that will expand required disclosures discussing the impact of environmental change; agencies within the federal government have proposed similar rules that are not yet finalized. Costs associated with compliance could be significant. Except for these rules, we do not currently anticipate adverse financial impacts from specific existing or pending environmental regulation or reporting requirements, new regulations, related to our existing or past operations, or compliance issues that could harm our financial condition, results of operations, or cash flows in future periods.

INSURANCE

We carry insurance of types customary in the airline industry and in amounts deemed adequate to protect our interests and property and to comply both with federal regulations and certain credit and lease agreements. The insurance policies principally provide coverage for airline hull, spares and comprehensive legal liability, war and allied perils, and workers’ compensation. In addition, we currently carry a cyber insurance policy in the event of security breaches from malicious parties.

We believe that our emphasis on safety and our state-of-the-art flight deck safety technology help to control the cost of our insurance.

WHERE YOU CAN FIND MORE INFORMATION
Our filings with the Securities and Exchange Commission, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available on our website at www.alaskaair.com, free of charge, as soon as reasonably practicable after these reports are electronically filed with, or furnished to, the SEC. The information contained on our website is not a part of this annual report on Form 10-K.
GLOSSARY OF TERMS

Adjusted Net Debt - long-term debt, including current portion, plus capitalized operating and finance leases, less cash and marketable securities

Adjusted Net Debt to EBITDAR - represents adjusted net debt divided by EBITDAR (trailing twelve months earnings before interest, taxes, depreciation, amortization, special items and rent)

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 and special items

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CASMex - operating costs excluding fuel and special items per ASM, or "unit cost"; this metric is used to help track progress toward reduction of non-fuel operating costs since fuel is largely out of our control

Debt-to-Capitalization Ratio - represents adjusted debt (long-term debt plus capitalized operating 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

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

Mainline - represents flying Boeing 737, Airbus A320, and Airbus A321neo jets and all associated revenue and costs

Productivity - number of revenue passengers per full-time equivalent employee

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

Regional - represents capacity purchased by Alaska from Horizon and SkyWest. Financial results in this segment include actual on-board passenger revenue, less costs such as fuel, distribution costs, and payments made to Horizon and SkyWest under the respective capacity purchased arrangement (CPA). Additionally, Regional includes an allocation of corporate overhead such as IT, finance, and other administrative costs incurred by Air Group and on behalf of Horizon

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

Yield - passenger revenue per RPM; represents the average revenue for flying one passenger one mile

ITEM 1A. RISK FACTORS
If any of the following occurs, our business, financial condition, and results of operations could be harmed. The trading price of our common stock could also decline. We operate in a continually changing business environment. In this environment, new risks may emerge, and already identified risks may vary significantly in terms of impact and likelihood of occurrence. Management cannot predict such developments, nor can it assess the impact, if any, on our business of such new risk factors or of events described in any forward-looking statements.

We have adopted an enterprise-wide risk analysis and oversight program designed to identify the various risks faced by the organization, assign responsibility for managing those risks to individual executives, and align these risks with Board oversight. These enterprise-wide risks align to the risk factors discussed below.

SAFETY, COMPLIANCE, AND OPERATIONAL EXCELLENCE

Our reputation and financial results could be harmed in the event of an airline accident or incident.
An accident or incident involving one of our aircraft or an aircraft operated by one of our commercial partners or CPA carriers could involve loss of life and result in a loss of confidence in our Company by the flying public and/or aviation authorities. We could experience significant claims from injured passengers, bystanders and surviving relatives, as well as costs for the repair or replacement of a damaged aircraft and temporary or permanent loss from service. We maintain liability insurance in amounts and of the type generally consistent with industry practice, as do our commercial partners and CPA carriers. However, the amount of such coverage may not be adequate to fully cover all claims, and we may be forced to bear substantial economic losses from such an event. Substantial claims resulting from an accident in excess of our related insurance coverage would harm our business and financial results. Moreover, any aircraft accident or incident, even if it is fully insured or does not involve one of our aircraft, could cause a public perception that our airlines or the aircraft we or our partners fly are less safe or reliable than other transportation alternatives. This would harm our business.
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Our operations are often affected by factors beyond our control, including delays, cancellations, and other conditions, which could harm our business, financial condition, and results of operations.

As is the case for all airlines, our operations often are affected by delays, cancellations and other conditions caused by factors largely beyond our control.

Factors that might impact our operations include:

congestion, construction, space constraints at airports, and/or air traffic control problems, all of which many restrict flow;

lack of adequate staffing or other resources within critical third parties;

adverse weather conditions;

lack of operational approval (e.g. new routes, aircraft deliveries, etc.);

contagious illness and fear of contagion;
increased security measures or breaches in security;
changes in international treaties concerning air rights;

international or domestic conflicts or terrorist activity;

random acts of violence on our aircraft or at airports;

interference by modernized telecommunications equipment with aircraft navigation technology;

disruption, failure, or inadequacy of systems or infrastructure under the control of third parties, including government entities; and

other changes in business conditions.

Due to the concentration of our flights in the Pacific Northwest and Alaska, we believe a large portion of our operation is more susceptible to adverse weather conditions than other carriers with networks that cover a larger geographic area. A general reduction in airline passenger traffic as a result of any of the above-mentioned factors could harm our business, financial condition, and results of operations.

We rely on vendors and third parties for certain critical activities and sourcing, which could expose us to disruptions in our operation or unexpected cost increases.
We rely on vendors for a variety of services and functions critical to our business, including airframe and engine maintenance, regional flying, ground handling, fueling, computer reservation system hosting, telecommunication systems, information technology infrastructure and services, and deicing, among others. We also rely on government-controlled systems such as air traffic control technology that could malfunction for reasons out of our control.
Our use of outside vendors increases our exposure to several risks. Even though we strive to formalize agreements with these vendors that define expected service levels, we may not have the ability to influence change with all vendors. In the event that one or more vendors go into bankruptcy, ceases operation, or fails to perform as promised, for reasons such as supply chain delays, or workforce shortages, replacement services may not be readily available at competitive rates, or at all. If one of our vendors fails to perform adequately, we may experience increased costs, delays, maintenance issues, safety issues, or negative public perception of our airline. Vendor bankruptcies, unionization, regulatory compliance issues, or significant changes in the competitive marketplace among suppliers could adversely affect vendor services or force us to renegotiate existing agreements on less favorable terms. These events could result in disruptions in our operations or increases in our cost structure.
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Impacts of climate change, including physical and transition risks, as well as market responses, may have a material adverse result on our operations and financial position.

Concerns regarding climate change, including the impacts of a gradual increase in global temperatures leading to more severe weather conditions, continue to rise. Increased frequency or duration of extreme weather conditions could cause significant and prolonged impacts to our operation, disrupt our supply chain, and influence consumer travel decisions. These disruptions may result in increased operating costs and lost revenue should we be unable to operate our published schedules. Additionally, we have made commitments to reduce our greenhouse gas emissions which may require us to make significant investments in emerging and yet unproven technologies. Should these technologies not prove ready, not gain approval, or not be sufficiently available for use in our operation, our results of operations may be adversely impacted, and we may be required to direct new investments to different technologies. Public interest in U.S. airlines' response to climate change has continued to grow. Failure to address the concerns of our guests and our shareholders may lead to a reduction in demand for our services, including both leisure and business travel, in favor of competitors that customers perceive to be more sustainable. This could adversely impact our financial position, our results of operations, or our stock price.

The airline industry continues to face potential security concerns and related costs.

Terrorist attacks, the fear of such attacks or other hostilities involving the U.S. could have a significant negative effect on the airline industry, including us, and could:
significantly reduce passenger traffic and yields as a result of a dramatic drop in demand for air travel;
significantly increase security and insurance costs;
make war risk or other insurance unavailable or extremely expensive;
increase fuel costs and the volatility of fuel prices;
increase costs from airport shutdowns, flight cancellations, and delays resulting from security breaches and perceived safety threats; and
result in a grounding of commercial air traffic by the FAA.
The occurrence of any of these events would harm our business, financial condition, and results of operations.

COMPETITION AND STRATEGY

The airline industry is highly competitive and susceptible to price discounting and changes in capacity, which could have a material adverse effect on our business. If we cannot successfully compete in the marketplace, our business, financial condition, and operating results will be materially adversely affected.

The U.S. airline industry is characterized by substantial competition. Airlines compete for market share through pricing, capacity (supply), route systems and markets served, merchandising, and products and services offered to guests. We have significant capacity overlap with competitors, particularly in our key West Coast markets. This dynamic may be exacerbated by competition among airlines to attract passengers during periods of economic recovery. The resulting increased competition in both domestic and international markets may have a material adverse effect on our results of operations, financial condition, or liquidity if we are unable to attract and retain guests.

We strive toward maintaining and improving our competitive cost structure by setting aggressive unit cost-reduction goals. This is an important part of our business strategy of offering the best value to our guests through low fares while achieving acceptable profit margins and return on capital. If we are unable to maintain our cost advantage over the long-term and achieve sustained targeted returns on invested capital, we will likely not be able to grow our business in the future or weather industry downturns. Therefore, our financial results may suffer.
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The airlineindustry may undergo further consolidation or restructuring. In addition, regulatory, policy, and legal developments could impact the extent to which airlines can merge, or form and maintain marketing alliances and joint ventures with other airlines, particularly U.S. carriers. These factors could have a material adverse effect on our business, financial conditions, and results of operations.

We continue to face strong competition, mainly from other U.S. carriers. In many instances, our competitors have been able to grow and increase their competitive influence by merging with other airlines, as Alaska did with Virgin America in 2016. Some competitors have also benefited from the ability to reduce their cost structures through the U.S. bankruptcy process and restructuring laws.Competitors have also improved their competitive positions by entering marketing alliances and/or joint ventures with other airlines.Certain airline joint ventures promote competition by allowing airlines to coordinate routes, pool revenues and costs, and enjoy other mutual benefits that can be extended to consumers, achieving many of the benefits of consolidation.

In recent years, the U.S. antitrust authorities have been increasingly reluctant to approve airline mergers, cooperative marketing arrangements, and joint ventures. The continuation of merger-adverse antitrust policy and/or the finality of legal rulings limiting airline mergers, joint marketing activities, and joint ventures could have a material adverse effect on our business, financial condition, and results of operations.

Our concentration in certain markets could cause us to be disproportionately impacted by adverse changes in circumstances in those locations.
Our strategy involves a high concentration of our business in key West Coast markets. A significant portion of our flights occur to and from our stations in Seattle, Portland, and the Bay Area. In 2023, passengers to and from these locations accounted for 82% of our total guests.

We believe that concentrating our service offerings in this way allows us to maximize our investment in personnel, aircraft and ground facilities, as well as to gain greater advantage from sales and marketing efforts in those regions. As a result, we remain highly dependent on our key markets. Our business could be harmed by any circumstances causing a reduction in demand for air transportation in our key markets. An increase in competition in our key markets could also cause us to reduce fares or take other competitive measures that, if sustained, could harm our business, financial condition, and results of operations.

We are dependent on a limited number of suppliers for aircraft and parts.
Alaska is dependent on Boeing as its sole supplier for mainline aircraft and many aircraft parts. Horizon is similarly dependent on Embraer. Additionally, each carrier is dependent on sole suppliers for aircraft engines for each aircraft type. As a result, we are vulnerable to issues associated with the supply of those aircraft and parts including design or manufacturing defects, mechanical problems, contractual performance by the manufacturers, or adverse perception by the public about safety that would result in customer avoidance or actions by the FAA. Should we be unable to resolve known issues with certain aircraft or engine suppliers, it may result in the inability to operate our aircraft for extended periods. Additionally, if effects of ongoing supply chain constraints cause our limited vendors to have performance problems, reduced or ceased operations, bankruptcies, workforce shortages, or other events causing them to be unable to fulfill their commitments to us, our operations and business could be materially adversely affected.

Should these suppliers be unable to manufacture, obtain certification for, and deliver new aircraft, we may not be able to grow our fleet at intended rates, which could impact our financial position. Boeing has significant production constraints and regulatory delays for the B737 family of aircraft, which may impact the timing of deliveries. If we are unable to receive these aircraft or future aircraft in a timely manner, our growth plans could be negatively impacted. Given Alaska's size relative to its competitors, these challenges may have a disproportionate impact on Alaska. Additionally, further consolidation among aircraft and aircraft parts manufacturers could further limit the number of suppliers. This could result in production instability in the locations in which the aircraft and its parts are manufactured or an inability to operate our aircraft.

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We rely on partner airlines for codeshare and frequent flyer marketing arrangements.
Our airlines are parties to marketing agreements with a number of domestic and international air carriers, or “partners," including an expanded relationship with American and other oneworld carriers. These agreements provide that certain flight segments operated by us are held out as partner “codeshare” flights and that certain partner flights are held out for sale as Alaska codeshare flights. Refer to Item 1 above for details regarding these codeshare agreements. In addition, the agreements generally provide that members of Alaska’s Mileage Plan program can earn credit on or redeem credit for partner flights and vice versa. We receive revenue from flights sold under codeshare and from interline arrangements. In addition, we believe that the frequent flyer arrangements are an important part of our loyalty program. The loss of a significant partner through bankruptcy, consolidation, or otherwise, could have a negative effect on our revenue or the attractiveness of our Mileage Plan program, which we believe is a source of competitive advantage.

Our membership in the oneworld global alliance may limit options to bring non-oneworld carrier partners into our Mileage Plan program. Further, maintaining an alliance with another U.S. airline may expose us to additional regulatory scrutiny. Failure to appropriately manage these partnerships and alliances could negatively impact future growth plans and our financial position.

We routinely engage in analysis and discussions regarding our own strategic position, including alliances, codeshare arrangements, interline arrangements, and frequent flyer program enhancements, and will continue to pursue these commercial activities. If other airlines participate in consolidation or reorganization, those airlines may significantly improve their cost structures or revenue generation capabilities, thereby potentially making them stronger competitors of ours and potentially impairing our ability to realize expected benefits from our own strategic relationships.

As we evolve our brand we will engage in strategic initiatives that may not be favorably received by all of our guests.

We continue to focus on strategic initiatives designed to increase our brand appeal to a diverse and evolving demographic of airline travelers. These efforts could include significant enhancements to our in-airport and on-board environments, increasing our direct customer relationships through improvements to our purchasing portals (digital and mobile), and management of our customer loyalty programs. In pursuit of these efforts we may negatively affect our reputation with some of our existing customer base.

The Company's reputation could be harmed if it is exposed to significant negative publicity.

We operate in a highly visible industry that has significant exposure to social media and other media channels. Negative publicity, including as a result of misconduct by our guests or employees, failures by our suppliers and other vendors, failure to address our environmental, social, and governance goals, or other circumstances, can spread rapidly through such channels. Should the Company not respond in a timely and appropriate manner to address negative publicity, the Company's reputation may be significantly harmed. Such harm could have a negative impact on our operating results.

FINANCIAL CONDITION

We have a significant amount of debt and fixed obligations. These obligations could lead to liquidity restraints and have a material adverse effect on our financial position. Additionally, increases in interest rates may mean that future borrowings are more costly for the Company, which could harm our future financial results.

We carry, and will continue to carry for the foreseeable future, a substantial amount of debt and aircraft operating lease commitments. Although we aim to keep our leverage low, due to our high fixed costs, including aircraft lease commitments and debt service, a decrease in revenue could result in a disproportionately greater decrease in earnings. Similarly, a material increase in market interest rates could mean future borrowings are more costly for the Company.

Our outstanding long-term debt and other fixed obligations could have important consequences. For example, they could limit our ability to obtain additional financing to fund our future capital expenditures or working capital; require us to dedicate a material portion of our operating cash flow to fund lease payments and interest payments on indebtedness, thereby reducing funds available for other purposes; or limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business and economic conditions. Further, should we incur incremental obligations, issuers may require future debt agreements to contain more restrictive covenants or require additional collateral beyond historical market terms which may further restrict our ability to successfully access capital.

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Although we have historically been able to generate sufficient cash flow from our operations to pay our debt and other fixed obligations when they become due, we cannot ensure we will be able to do so in the future. If we fail to do so, our business could be harmed.

Our business, financial condition, and results of operations are substantially exposed to the volatility of jet fuel prices. Significant increases in jet fuel costs or significant disruptions in the supply of jet fuel would harm our business.
Fuel costs constitute a significant portion of our total operating expenses. Future increases in the price of jet fuel may harm our business, financial condition, and results of operations unless we are able to increase fares and fees or add ancillary services to attempt to recover increasing fuel costs. The price of jet fuel can be dependent on geography and may have a disproportionate impact on our operating results due to our concentration on the West Coast.

We are unable to predict the future supply of jet fuel, which may be impacted by various factors, included but not limited to geopolitical conflict, economic sanctions against oil-producing countries, natural disasters, or staffing and equipment shortages in the oil industry. Any of these factors could adversely impact our operations and financial results.

Economic uncertainty, including a recession, would likely impact demand for our product and could harm our financial condition and results of operations.
The airline industry, which is subject to relatively high fixed costs and highly variable and unpredictable demand, is particularly sensitive to changes in economic conditions. We are dependent on U.S. consumer confidence and the health of the U.S. economy. Unfavorable U.S. economic conditions have historically resulted in reduced consumer spending and led to decreases in both leisure and business travel. For some consumers, leisure travel is a discretionary expense, and shorter distance travelers, in particular, have the option to replace air travel with surface travel. Businesses are able to forgo air travel by using communication alternatives such as video conferencing or may be more likely to purchase less expensive tickets to reduce costs, which can result in a decrease in average revenue per seat. Unfavorable economic conditions also hamper the ability of airlines to raise fares to counteract increased fuel, labor, and other costs. Additionally, reduced consumer spending would adversely impact revenue and cash flows from our co-branded credit card agreements. Unfavorable or even uncertain economic conditions could negatively affect our financial condition and results of operations.

Our maintenance costs will increase as our fleet ages, and we will periodically incur substantial maintenance costs due to the timing of maintenance events of our aircraft.

As of December 31, 2023, the average age of our Boeing Next Gen passenger aircraft (B737-700, -800, -900, -900ER) was approximately 12.8 years, the average age of our Boeing MAX aircraft (B737-8, -9) was approximately 1.2 years, and the average age of our owned E175 aircraft was approximately 4.3 years. Typically, our newer aircraft require less maintenance than they will in the future. Any significant increase in maintenance expenses could have a material adverse effect on our results of operations.

Our financial condition or results of operations may be negatively affected by increases in expenses related to the airports in which we operate.

Almost all commercial service airports are owned and/or operated by units of local or state governments. Airlines are largely dependent on these governmental entities to provide adequate airport facilities and capacity at an affordable cost. Many airports have increased their rates and charges to air carriers to reflect higher costs of security, updates to infrastructure, and other expenses. Additional laws, regulations, taxes, airport rates, and airport charges may be occasionally proposed that could significantly increase the cost of airline operations or reduce the demand for air travel. Although lawmakers may impose these additional fees and view them as “pass-through” costs, a higher total ticket price could influence consumerpurchase and travel decisions and may result in an overall decline in passenger traffic, which would harm our business. Additionally, we have engaged in various redevelopment projects at the airports in which we operate to improve or add to existing infrastructure our company uses. While the airport authority may reimburse costs associated with these projects, we may be required to commit significant resources of our own to finance construction and design. Delays and cost overruns associated with these projects could have a negative impact on our financial condition or results of operations.

The application of the acquisition method of accounting resulted in us recording goodwill, which could result in significant future impairment charges and negatively affect our financial results.

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In accordance with acquisition accounting rules, we recorded goodwill on our consolidated balance sheet to the extent the Virgin America acquisition purchase price exceeded the net fair value of Virgin America’s tangible and identifiable intangible assets and liabilities as of the acquisition date. Goodwill is not amortized, but is tested for impairment at least annually. We could record impairment charges in our results of operations as a result of, among other items, extreme fuel price volatility, a significant decline in the fair value of certain tangible or intangible assets, unfavorable trends in forecasted results of operations and cash flows, uncertain economic environment and other uncertainties. We can provide no assurance that a significant impairment charge will not occur in one or more future periods. Any such charges may materially affect our financial results.

PEOPLE AND LABOR

A significant increase in labor costs or unsuccessful attempts to strengthen our relationships with union employees could adversely affect our business and results of operations.

Labor costs remain a significant component of our total expenses. In addition to costs associated with represented employee groups, labor costs could also increase for non-unionized employees and via vendor agreements as we work to compete for highly skilled and qualified employees against the major U.S. airlines and other businesses in a competitive job market. Labor costs have recently increased significantly driven by inflationary pressure on wages.

Ongoing and periodic negotiations with labor unions could result in job actions, such as slow-downs, sick-outs, or other actions designed to disrupt normal operations and pressure the employer to acquiesce to bargaining demands during negotiations. Although unlawful until after lengthy mediation attempts, the operation could be significantly impacted. Although we have a long track record of fostering good communications, negotiating approaches, and developing other strategies to enhance workforce engagement in our long-term vision, unsuccessful attempts to strengthen relationships with union employees could divert management’s attention from other projects and issues and negatively impact the business. In addition, our bargained-for labor agreement terms for flight crew are increasingly coming into conflict with state and local laws purporting to govern benefits and duties.

The inability to attract, retain, and train qualified personnel, or maintain our culture, could result in guest impacts and adversely affect our business and results of operations.

We compete against other major U.S. airlines for pilots, aircraft technicians and other labor. Recently, there have been shortages of pilots for hire in the regional market and more pilots in the industry are approaching mandatory retirement age. Attrition beyond normal levels, or the inability to attract new pilots, could negatively impact our results of operations. The shortage of pilots and opportunities at other carriers could mean that our captains and first officers leave our airlines more often than forecasted. Additionally, the industry, including related vendor partners, has experienced and may continue to experience challenges in hiring and retaining other labor positions, such as aircraft technicians, ground handling and customer service agents, and flight attendants. The Company's or our vendor partners' inability to attract and retain personnel for these positions could negatively impact our results of operations, which may harm our growth plans. Additionally, we may be required to increase our wage and benefit packages, or pay increased rates to our vendors, to retain these positions. This would result in increased overall costs and may adversely impact our guest experience and financial position.

Our executive officers and other senior management personnel are critical to the long-term success of our business. If we experience significant turnover and loss of key personnel, and fail to find suitable replacements with comparable skills, our performance could be adversely impacted.

Our success is also dependent on cultivating and maintaining a unified culture with cohesive values and goals. Much of our continued success is tied to our guest loyalty. Failure to maintain and grow the Alaska culture could strain our ability to maintain relationships with guests, suppliers, employees and other constituencies. As part of this process, we may continue to incur substantial costs for employee programs.

TECHNOLOGY

We rely heavily on automated systems to operate our business, including expanded reliance on systems managed or hosted by third parties. Failure to invest in new technology or a disruption of our current systems or their operators could harm our business.

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We heavily depend on automated systems to operate our business. This includes our airline reservation system, website, telecommunication systems, maintenance systems, airline operations control systems, flight deck/route optimization systems, planning and scheduling, mobile applications and devices, and many other systems. These systems require significant investment of employee time and cost for maintenance and upgrades. Some of these systems are operated by government authorities, which limits our ability to switch vendors if issues arise. Failure to appropriately maintain and upgrade these systems may result in service disruptions or system failures. Additionally, as part of our commitment to innovation and providing an attractive guest travel experience, we invest in new technology to ensure our critical systems are reliable, scalable, and secure.

We continue to expand our reliance on third party providers for management or hosting of operational and financial systems. Should these providers fail to meet established service requirements or provide inadequate technical support, we could experience disruptions in our operation, ticketing or financial systems. All of our automated systems cannot be completely protected against events beyond our control, including natural disasters, computer viruses, cyberattacks, other security breaches, or telecommunications failures.

Substantial or repeated failures or disruptions to any of these critical systems could reduce the attractiveness of our services or cause our guests to do business with another airline. Disruptions, failed implementations, untimely or incomplete recovery, or a breach of these systems or the data centers/cloud infrastructure they run on could result in the loss of important data, an increase in our expenses, loss of revenue, impacts to our operational performance, or a possible temporary cessation of our operations.

Additionally, we rely on the FAA and its systems for critical aspects of flight operations. The failure of these systems could lead to increased delays and inefficiencies in flight operations, resulting in an adverse impact to our financial condition and results of operations.

We continue to monitor emerging technologies, including technologies which may have disruptive impacts which are out of our control. We will continue to work with regulatory agencies and other air carriers to mitigate potential impacts of these technologies on the safety and security of air travel.

Failure to appropriately comply with evolving and expanding information security rules and regulations or to safeguard our employee or guest data could result in damage to our reputation and cause us to incur substantial legal and regulatory cost.

As part of our core business, we are required to collect, process, store and share personal and financial information from our guests and employees. Under current or future privacy legislation, we are subject to significant legal risk should we not appropriately protect that data. Our membership in the oneworld alliance exposes us to incremental global regulation and therefore risk. In addition, we continue to expand our reliance on third-party software providers and data processors, including cloud providers. Unauthorized access of personal and financial data via fraud or other means of deception could result in data loss, theft, modification, or unauthorized disclosure. To the extent that either we or third parties with whom we share information experience a data breach, fail to appropriately safeguard personal data, or are found to be out of compliance with applicable laws, and regulations, we could be subject to additional litigation, regulatory risks and reputational harm. Further, as regulation of the collection and storage of personal and financial information continues to evolve and increase, we may incur significant costs to bring our systems and processes into compliance.

Cybersecurity threats have and will continue to impact our business. Failure to appropriately mitigate these risks could negatively impact our operations, onboard safety, reputation and financial condition.
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Our sensitive information is securely transmitted over public and private networks. Our systems are subject to increasing and evolving cybersecurity risks. Unauthorized parties have attempted and continue to attempt to gain access to our systems and information, including through fraudulent misrepresentation and other means of deception. Methods used by unauthorized parties are continually evolving and may be difficult to identify. Because of these ever-evolving risks and regular attacks, we continue to review policies and educate our people on various methods utilized in attempts to gain unauthorized access to bolster awareness and encourage cautionary practices. However, the nature of these attacks means that proper policies, technical controls, and education may not be enough to prevent all unauthorized access. Emerging cybercrime threats include the loss of functionality of critical systems through ransomware, denial of service, or other attacks.A compromise of our systems, the security of our infrastructure, or those of our vendors or other business partners that result in our information being accessed or stolen by unauthorized persons could result in substantial costs for response and remediation, adversely affect our operations and our reputation, and expose us to litigation, regulatory enforcement, or other legal action. A cybersecurity attack impacting our onboard or other operational systems may result in an accident or incident onboard or significant operational disruptions, which could adversely affect our reputation, operation and financial position. The continued evolution and increased usage of artificial intelligence technologies may further increase our cybersecurity risks. Further, a significant portion of our office employees have maintained remote work arrangements, which increases our exposure to cyberattacks, and could compromise our financial or operational systems.

REGULATION

Changes in government regulation imposing additional requirements and restrictions on our operations and business model could negatively impact our revenue and operating costs and result in service delays and disruptions.
Airlines are subject to extensive regulatory and legal requirements, both domestically and internationally, that involve substantial operational impacts and compliance costs. In recent years, U.S. regulators have issued regulations or mandates concerning airline operations or consumer rights that have increased the cost and complexity of our business and involve greater civil enforcement and legal liability exposure. Regulators have also proposed legislation that could negatively impact revenue associated with our loyalty program.

Similarly, legislative and regulatory initiatives and reforms at the federal, state, and local levels include increasingly stringent environmental, governance, and workers’ benefits laws.In some instances, it is impossible for us to comply with federal, state, and local laws simultaneously, exposing us to greater liability and operational complexity. These laws also affect our relationship with our workforce and the vendors that serve our airlines and cause our expenses to increase without an ability to pass through these costs. New employee health and welfare initiatives with employer-funded costs, specifically those impacting Washington state, could disproportionately increase our cost structure as compared to our competitors. In recent years, the airline industry has experienced an increase in litigation over the application of state and local employment laws, particularly in California.Application of these laws may result in operational disruption, increased litigation risk and expense, and undermining of negotiated labor agreements.

In recent years, the state of California and the federal government have enacted and proposed, respectively, rules that significantly expand required disclosures discussing the impact of environmental change. Increased governmental regulation involving aircraft emissions and environmental remediation costs may be difficult to implement and the cost of compliance, or failure to comply, could adversely impact our operations and financial position.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for most legal actions involving actions brought against us by stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or other employees.

Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of our company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of Section 203 of the General Corporation Law of the State of Delaware, or the DGCL, or as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine. This exclusive forum provision is intended to apply to claims arising under Delaware state law and would not apply to claims brought pursuant to the Exchange Act or the Securities Act, or any other claim for which the federal courts have exclusive jurisdiction. The exclusive forum provision in our certificate of incorporation will not relieve us of our duties to comply with the federal
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securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.

This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. In addition, stockholders who do bring a claim in the Court of Chancery of the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. The Court of Chancery of the State of Delaware may also reach different judgments or results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be more favorable to our company than to our stockholders.

PENDING ACQUISITION OF HAWAIIAN HOLDINGS INC.

The acquisition is subject to a number of conditions to our and Hawaiian's obligations, which, if not fulfilled, may result in termination of the acquisition agreement.

The acquisition agreement contains a number of customary conditions to complete the acquisition, including that certain representations and warranties be accurate, that certain covenants be fulfilled, that certain regulatory approvals have been obtained, that there are no legal prohibitions against completion of the acquisition, and that Hawaiian stockholders have adopted the agreement. Many of the conditions to complete the acquisition are not within either Hawaiian’s or our control and neither of us can predict when or if these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to June 2, 2025, which may be extended to December 2, 2025 in certain circumstances, it is possible that the acquisition will not be completed in the expected time frame or that the agreement may be terminated.

The regulatory approvals required in connection with our pending acquisition of Hawaiian may not be obtained or may contain materially burdensome conditions. The pending acquisition may also be subject to litigation that could negatively impact our ability to complete the acquisition.

Our ability to close the pending acquisition of Hawaiian is conditioned upon the receipt of certain regulatory approvals, and we cannot provide assurance that these approvals will be obtained. If any conditions or changes to the proposed structure of the acquisition are required to obtain these regulatory approvals, they may have the effect of jeopardizing or delaying completion of the pending acquisition or reducing the anticipated benefits of the pending acquisition. If we agree to any material conditions in order to obtain any approvals required to complete the pending acquisition, the business and results of operations of our company following the closing may be adversely affected. Our ability to secure regulatory approval may be subject to litigation, the results of which we cannot guarantee.

The pending acquisition may also be subject to litigation from state attorneys generals or other private challengers, which could jeopardize or delay completion of the pending acquisition. As a result, we may not be able to fully achieve the anticipated benefits of the pending acquisition, and our results of operations and financial position may be negatively impacted.

Failure to complete the acquisition could negatively impact our stock price and our future business and financial results.

As described above, our and Hawaiian’s obligations to consummate our pending acquisition of Hawaiian are subject to the satisfaction or waiver of certain customary conditions. We cannot provide assurance that the conditions to the completion of the pending acquisition of Hawaiian will be satisfied in a timely manner or at all. If our pending acquisition of Hawaiian is not completed, our share price could fall to the extent that our current price reflects an assumption that we will complete the pending acquisition. Furthermore, if the acquisition is not completed, our ongoing business may be adversely affected, and we will be subject to several risks, including the following:

we will be required to pay certain costs relating to the acquisition, whether or not it is completed, such as legal, accounting, and financial advisers, which could be substantial;

in certain circumstances as described in the agreement, we may be required to pay a termination fee to Hawaiian Holdings Inc. of $100 million if regulatory approval of the acquisition is not obtained;

our management will have focused its attention on negotiating and preparing for the acquisition instead of on pursuing other opportunities that could have been beneficial to us;

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the failure to consummate the acquisition may result in negative publicity and a negative impression of us in the investment community; and

any disruptions to our business resulting from the announcement of the acquisition, including any adverse changes in our relationships with our customers, partners, and employees, may continue or intensify in the event the acquisition is not consummated.

We may be unable to integrate Hawaiian’s business with ours successfully and realize the anticipated benefits of the acquisition, which could negatively impact our stock price and our future business and financial results.

The anticipated benefits we expect from the pending acquisition are, necessarily, based on projections and assumptions about the combined businesses of our company and Hawaiian, which may not materialize as expected or which may prove to be inaccurate. Our stock price could be negatively impacted after the proposed acquisition is completed if we are unable to realize the anticipated benefits of the acquisition on a timely basis or at all. Achieving the benefits of the pending acquisition of Hawaiian will depend, in part, on our ability to integrate the business and operations of Hawaiian successfully and efficiently with our business. The challenges involved in this integration, which will be complex and time-consuming, include the following:

successfully managing relationships with our combined customer base and retaining Hawaiian’s customers;

the ability to successfully integrate Hawaiian's business with ours in a manner that permits us to achieve the synergies and other benefits anticipated to result from the acquisition;

integrating complex systems, operating procedures, regulatory compliance programs, technology, aircraft fleets, networks, and other assets of the two companies in a manner that minimizes any adverse impact on customers, suppliers, employees, and other constituencies;

managing Alaska Airlines and Hawaiian Airlines as two distinct brands under one operating certificate, a strategy that has not been implemented in the U.S. commercial airline industry;

diversion of the attention of our and Hawaiian's management and other key employees;

integrating the workforces of the two companies while maintaining focus on providing consistent, high quality customer service and running a safe and efficient operation;

disruption of, or the loss of momentum in, our ongoing business;

liabilities that are significantly larger than we currently anticipate and unforeseen increased expenses or delays associated with the acquisition, including transition costs to integrate the two businesses that may exceed the costs that we currently anticipate;

maintaining productive and effective employee relationships and, in particular, successfully and promptly integrating seniority lists and achieving cost-competitive collective bargaining agreements that cover the combined union-represented work groups;

limitations prior to the completion of the acquisition on the ability of management of our company and of Hawaiian to conduct planning regarding the integration of the two companies;

the increased scale of our operations resulting from the acquisition;

retaining key employees of our company and Hawaiian; and

obligations that we will have to counterparties of Hawaiian that arise as a result of the change in control of Hawaiian.

If we do not successfully manage these issues and the other challenges inherent in integrating an acquired business the size of Hawaiian, then we may not achieve the anticipated benefits of the acquisition of Hawaiian and our revenue, expenses, operating results and financial condition could be materially adversely affected.

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Each of our and Hawaiian’s indebtedness and other obligations are, and our indebtedness and other obligations following the completion of the acquisition will continue to be, substantial and could adversely affect our business and liquidity.

We and Hawaiian have, and we expect to continue to have following the completion of the acquisition, significant amounts of indebtedness and other obligations, including pension obligations, obligations to make future payments on aircraft equipment and leases, and obligations under aircraft purchase agreements. We expect to incur substantial additional debt in the future specifically as it relates to our payment of the approximately $1 billion aggregate consideration and to our assumption of Hawaiian's indebtedness. Substantial indebtedness and other obligations could have important consequences. For example, they may:

limit our ability to obtain additional funding for capital expenditures, investments, integration costs, and general corporate purposes, and adversely affect the terms on which such funding can be obtained;

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness and other obligations, thereby reducing the funds available for other purposes;

make us more vulnerable to economic downturns and catastrophic external events;

contain restrictive covenants that could:

limit our ability to merge, consolidate, sell assets, incur additional indebtedness, make investments and pay dividends; and

significantly constrain our ability to respond, or respond quickly, to unexpected disruptions in our operations, the U.S. or global economy, or the businesses in which we operate, or to take advantage of opportunities that would improve our business, operations, or competitive position versus other airlines; and

limit our ability to withstand competitive pressures and reduce its flexibility in responding to changing business and economic conditions.

In addition, increases in the cost of financing could adversely affect our liquidity, business, financial condition, and results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

ITEM 1C. CYBERSECURITY

Air Group’s management and Board consider cybersecurity to be a critical component of the Company’s risk management plan. Our systems are subject to increasing and evolving cybersecurity risks. Unauthorized parties have attempted and continue to attempt to gain access to our systems and information, including through fraudulent misrepresentation and other means of deception. The systems of our suppliers, vendors, and other business partners are also at risk. The threat of cybersecurity incidents is included within our company’s annual enterprise risk management (ERM) program that assesses the most significant risks to the enterprise.

Because of the industry in which we operate, we are subject to extensive regulatory requirements connected to cybersecurity, including but not limited to those overseen by the FAA, TSA, and DOT. As a result, it is imperative our cybersecurity risk management is well-planned and sufficiently robust to maintain compliance with these regulations.

The Company’s Chief Information Security Officer (CISO) is responsible for management of material risks from cybersecurity threats. The CISO has multiple years of experience working in information and network security management, and has in-depth knowledge of compliance requirements and standards set by various regulatory agencies. The CISO leads a team dedicated to the prevention, mitigation, detection, and remediation of any cybersecurity incidents. If a potential incident is identified, the CISO is notified and engages the cybersecurity incident response team (CyberSIRT). This team is responsible for declaring a cybersecurity incident and is comprised of individuals from multiple relevant departments. In the event the CyberSIRT declares an incident, the CISO provides overall direction for the response and mitigation of the threat. This response includes actions
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taken to protect our data and networks, evaluation of the potential materiality of the incident, and the communication of the incident to critical parties, including senior leadership and the Board of Directors.

As part of our annual review of our cybersecurity risk management, we engage third-parties for a variety of processes including external audits, vulnerability assessments, and penetration tests. These processes help ensure our overarching strategy remains effective over time.

The Board of Directors is responsible for overseeing management’s processes to identify and mitigate risks, including cybersecurity risks. The Board’s Audit Committee leads the review and discussion of cybersecurity threats with management and receives updates from the CISO each quarter. Senior management, including the CISO, are available to address questions or concerns from the Audit Committee related to our risk management plan.

In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our organization. For additional discussion related to the Company’s consideration of cybersecurity risks and their potential impact on our business strategy, results of operations, or financial condition, please refer to Part I, Item 1A. “Risk Factors” in this document.

ITEM 2. PROPERTIES

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AIRCRAFT
 
The following table describes the aircraft we operate and their average age at December 31, 2021:2023:
Aircraft Type (a)
SeatsOwnedLeasedTotalAverage
Age in
Years
B737 Freighters— 20.9 
B737 Next Gen124-178153 10 163 10.9 
B737-917811 0.4 
A320150— 30 30 11.2 
A321neo190— 10 10 3.7 
Total Mainline Fleet162 55 217 10.2 
Q4007625 32 13.7 
E1757630 32 62 4.3 
Total Regional Fleet55 39 94 7.5 
Total217 94 311 9.4 
(a) The table above does not include 8 leased A319, 13 leased A320 and 2 owned Q400 non-operating aircraft.
Aircraft TypeSeatsOwnedLeasedTotalAverage
Age in
Years
B737-700F— 22.9 
B737-800F— 16.3 
B737-70012411 — 11 23.7 
B737-80015949 10 59 15.7 
B737-90017812 — 12 21.4 
B737-900ER17879 — 79 7.9 
B737-8159— — 
B737-917851 14 65 1.2 
Total Mainline Fleet206 25 231 9.7 
E1757641 42 83 5.0 
Total Regional Fleet41 42 83 5.0 
Total247673148.4

“Management’s Discussion and Analysis of Financial Condition and Results of Operations" discusses future orders and options for additional aircraft. “Liquidity and Capital Resources" provides more information about aircraft that are used to secure long-term debt arrangements or collateralize credit facilities. Note 7 to the Consolidated Financial Statementsconsolidated financial statements provides more information regarding leased aircraft as capitalized on our consolidated balance sheets.

Alaska’s leased B737 Next GenThe lease for the B737-800F expires in 2033. The leases for the B737-800 aircraft have lease expiration datesexpire between 20232026 and 2028. Alaska's leasedThe leases for the B737-9 aircraft have lease expiration datesexpire between 2031 and 2033. Alaska’s leased A319 and A320 aircraft have lease expiration dates between 2022 and 2025, including those aircraft that have been permanently removed from our operating fleet, but have not been returned to lessors. A321neo aircraft have lease expiration dates between 2029 and 2031. Horizon’s leased Q400 aircraft have lease expiration dates between 2022 and 2023.2035. The leased E175 aircraft support Alaska's capacity purchase agreement with SkyWest, and are under agreement through 2030.through 2034. Alaska has the option to extend some of the leases for additional periods.

GROUND FACILITIES AND SERVICES
 
In various cities in the state of Alaska, we own terminal buildings and hangars. We also own or lease several buildings located at or near Seattle-Tacoma International Airport (Sea-Tac). These include a multi-bay hangar and shops complex (used primarily for line maintenance), a flight operations and training center, an air cargo facility, an information technology office anda data center, and various other commercial office buildings.

32


At the majority of the airports we serve, we lease ticket counters, gates, cargo and baggage space, ground equipment, office space, and other support areas. Airport leases contain provisions for periodic adjustments of lease rates. We are typically responsible for maintenance, insurance and other facility-related expenses and services under these agreements. We also lease operations, training, administrative, and data center facilities in Burlingame, CA; Long Beach, CA; Portland, OR; Puyallup, WA; Quincy, WA; and Spokane, WA, line maintenance stations in Boise, ID; San Jose, CA; Redmond, OR;Renton, WA; Seattle, WA; and Spokane, WA, and call center facilities in Seattle, WA; Phoenix, AZAZ; and Boise, ID, and a multi-bay hangarhangars in Portland, OR.OR, Everett, WA, and Spokane, WA.

ITEM 3. LEGAL PROCEEDINGS
 
The Company is a party to various litigation matters incidental to our business. Other than as described in Note 10 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, Management believes the ultimate outcome of these matters is not likely to materially affect our financial position or results of operations.

ITEM 4. MINE SAFETY DISCLOSURES
 
Not applicable.

29



PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
As of December 31, 2021,2023, there were 135,255,808138,960,830 shares of common stock of Alaska Air Group, Inc. issued, 125,905,864126,090,353 shares outstanding, and 2,4432,349 shareholders of record. In March 2020, the Company suspended the payment of dividends indefinitely. Our common stock is listed on the New York Stock Exchange (symbol: ALK).

SALES OF NON-REGISTERED SECURITIES
 
None.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Historically, the Company purchased shares
Total Number of
Shares Purchased(a)
Average Price
Paid per Share
Total Number of Shares (or units) Purchased as Part of Publicly Announced Plans or ProgramsMaximum remaining
dollar value of shares
that can be purchased
under the plan
(in millions)
October 1, 2023 - October 31, 2023— — — 
November 1, 2023 - November 30, 2023— — — 
December 1, 2023 - December 31, 20231,986,004 $37.76 1,986,004 
Total1,986,004 $37.76 1,986,004 $312 
(a) Purchased pursuant to athe $1 billion repurchase plan authorized by the Board of Directors in August 2015. In March 2020, the Company suspended the share repurchase program indefinitely. The plan has remaining authorization to purchase an additional $456 million in shares.


33


PERFORMANCE GRAPH
 
The following Performance Graph and related information shall not be deemed "soliciting material" or "filed" with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934.

The following graph compares our cumulative total stockholder return since December 31, 20162018 with the S&P 500 Index and the Dow Jones U.S. AirlinesNYSE ARCA Airline Index. The graph assumes that the value of the investment in our common stock and each index (including reinvestment of dividends) was $100 on December 31, 2016.2018.

alk-20211231_g1.jpg299

30


ITEM 6. [RESERVED]

None.

ITEM 7. 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, our operations and our present business environment. MD&A is provided as a supplement to – and should be read in conjunction with – our 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 Part I, “Item 1A. Risk Factors.” This overview summarizes the MD&A, which includes the following sections:
34


 
Year in Review—highlights from 20212023 outlining some of the major events that happened during the year and how they affected our financial performance.
 
Results of Operations—an in-depth analysis of our revenuesrevenue by segment and our expenses from a consolidated perspective for the most recent two years presented in our consolidated financial statements. To the extent material to the understanding of segment profitability, we more fully describe the segment expenses per financial statement line item. Financial and statistical data is also included here. This section also includes forward-looking statements regarding our view of 2022.2024. 

Liquidity and Capital Resources—an overview of our financial position, analysis of cash flows, sources and uses of cash, contractual obligations and commitments, and off-balance sheet arrangements.

Critical Accounting Estimates—a discussion of our accounting estimates that involve significant judgment and uncertainties.

This section of the Form 10-K covers discussion of 20212023 and 20202022 results, and comparisons between those years. For a discussion of the year ended December 31, 20202022 compared to the year ended December 31, 2019,2021, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2020.2022.

YEAR IN REVIEW

Business Recovery2023 Results

In 2023, Air Group recorded operating revenue of $10.4 billion, the highest in company history, and exceeded pre-pandemic capacity for the first time. Our 2021 financial performance demonstrates2023 consolidated pretax income under GAAP was $323 million compared to $79 million in 2022. The improvement is due to $780 million in increased operating revenue, partially offset by $456 million in increased operating expenses and $80 million in increased non-operating expenses. Increased operating revenue and operating expenses were primarily driven by the strength of our business model and our ability to adapt while facing unevencontinued recovery from the COVID-19 pandemic. With the widespread availability of vaccines and the relaxation of local restrictions in many of the markets we serve, customer demand for air travel increased dramatically in late spring 2021. For the full year, we recorded revenues of $6.2 billion, 70% of 2019 levels, on 79% of our 2019 capacity. Despite volatility caused by the rise of new variants, our measured return of capacity, coupled with solid cost control and operational performance enabled us to return to adjusted pre-tax profitability in the third and fourth quarters of 2021. Although we recorded an adjusted net loss for the full year of $256 million, profitability in the second half of the year indicates our approach to recovery has largely been successful.demand.

WithSee “Results of Operations” below for further discussion of changes in revenue and operating expenses as compared to 2022, and our business stabilizing, we generated $138 millionreconciliation of non-GAAP measures to the most directly comparable GAAP measure. A glossary of financial terms can be found at the end of Item 1.

Flight 1282 and B737-9 Updates

On January 5, 2024, Alaska temporarily grounded its fleet of 65 B737-9 aircraft in operating cash flow, excluding $892 millionresponse to an accident in grants receivedwhich a plug door detached from the CARES Payroll Support Program. Withfuselage en-route from Portland, Oregon to Ontario, California. On January 24, 2024, the FAA provided detailed instructions to operators to inspect each aircraft before returning them to service. These inspections were completed by Alaska maintenance technicians, and all aircraft, excluding the aircraft involved in the accident, were returned to service by early February. We also completed inspections of plug doors on our mid-year returnB737-900ER aircraft in accordance with FAA recommendations and identified one minor issue which was immediately resolved.

The accident remains under investigation by the National Transportation Safety Board (NTSB) to profitability and early returndetermine the root cause of the plug door failure. The NTSB has issued a preliminary report indicating that certain critical parts were not installed at the time the aircraft was delivered to positive cash flow generation, we were well positioned to begin utilizing excess on-hand liquidity to pay down debt and repair our balance sheet.Alaska. In 2021 we repaid $1.3 billion in debt, offset by $363 million in issuances, which lowered our debt-to-capitalization ratio to 49%, marking a 12 point improvement from December 31, 2020. Additionally, we made a $100 million voluntary pension contribution paymentresponse to the defined benefit planaccident, Alaska has since announced that it will audit Boeing's production quality and control systems, as well as enhance quality oversight of aircraft destined for Alaska's pilots, bringing our pension status to 98% fundedfleet from the Boeing production line. Alaska believes these steps will help ensure quality and safety of every new aircraft delivered. The FAA has also announced increased oversight of Boeing's production facilities, including capping expanded production lines for the B737 MAX aircraft type. We anticipate delivery delays as a result of these actions, however, at year end. Balance sheet strength combined with our operational model has been critical to our past success, and we believe we are well positioned exiting 2021 to again capitalize on these as we prepare for growth.this time have not received information regarding updated timelines.
3135



See "ResultsLabor Update

In 2023, McGee fleet and ramp service employees, represented by IAM, ratified a new contract which is next amendable in 2025. Also in 2023, Alaska executed certain Letters of Operations"Agreement (LOA) with its Mainline pilots, represented by ALPA. One LOA increased payouts of unused sick leave upon retirement. As a result of this change, we recorded a one-time special charge of $51 million. Refer to the 'Results of Operations' section below for further discussion.additional details. The other LOAs provided increased wage rates to certain Airbus pilots and other quality-of-life enhancements through the end of Alaska's operation of Airbus aircraft, and other enhanced pay policies.

Alaska is in negotiations with its flight attendants, represented by AFA, for an updated CBA. A mediator from the National Railway Labor Board has been assigned and is involved in the negotiations. Horizon has begun negotiations with certain labor groups for updated CBAs, including its pilots, represented by IBT; its flight attendants, represented by AFA; and its mechanics, represented by AMFA.

Subsequent to year end, Alaska reached a tentative agreement with its mechanics, represented by AMFA, on a new, 5-year CBA. Voting by Alaska employees on the agreement is expected to be completed in the first quarter of 2024.

Outlook

Absent the B737-9 impacts described above, the Company anticipated modest capacity growth of 3% to 5% when compared to 2023. With the current lack of insight into delivery delays that may result from the capped production lines at Boeing, we now anticipate our capacity growth could be at or below the lower end of this range. The company also estimates the grounding of the B737-9 fleet through early February negatively impacted results by at least $150 million. Inclusive of this impact, we expect full year 2024 adjusted earnings per share to range between $3.00 and $5.00.
Our improving financial resultstop priority is to safely return our B737-9 fleet back into service, and well-managed balance sheet provide a strong foundation forto restore our schedule to 100%. Additionally, our audits and enhanced quality oversight of Boeing’s production line will mean we take an active role in ensuring every airplane delivered to us meets the next phase of recovery. We remain committed to returning capacity in a measured way,highest quality and will align our ongoing network restoration with the continued return of demand.safety standards. We expect to be backhold Boeing fully accountable for the impacts of the Flight 1282 accident and the ensuing grounding. As of the date of this filing, we have received initial compensation for the estimated financial losses related to 2019 flying levels by summer 2022,Flight 1282 and the B737-9 grounding, however the terms of a complete settlement have not been finalized. Compensation up to grow our airlines from therethe amounts of lost profits due to short term performance issues in the back halffirst quarter of 2024 will be accounted for in 2024 earnings, with any remaining compensation to be accounted for as a reduction of the year.

Recent demand setbacks and operational disruptions stemming from the omicron variant are reflectedcost basis in our first quarter expectations. While January was acutely impacted, bookings for Presidents Day and beyond remain strong. In response to these conditions, we scaled back our first quarter capacity plans. As a result, in Q1 2022 we expect to fly approximately 10% to 13% below the same period in 2019, and expect total revenue to be 14% to 17% below the same period in 2019. Our unit costs for the period are expected to be up 15% to 18% versus 2019, with 7 points of pressure attributable to lower than expected levels of flying given the recent schedule adjustments.

For full year 2022, we expect capacity to increase 2% to 6% versus 2019, dependent on demand. This guidance reflects first half capacity that is flat to slightly up, and second half capacity that could be as much as 10% higher versus 2019.

Throughout the pandemic we have stated our commitment to returning to 2019 unit costs levels even if we were to remain a smaller airline for some time. While we no longer expect to be a smaller airline, as signaled by our growth plans in the back halfcertain aircraft. The terms of the year, weinitial compensation and to-be-finalized settlement are still fundamentally committedconfidential, but are intended to returning to our pre-COVID cost performance. Foraddress the full year, we expect CASMex to be up 3% to 6% versus 2019 levels, which includes the impact of lease return costsfinancial damages associated with our Airbus aircraft. Excluding those costs, we expect CASMex to be up 1% to 3% versus 2019. This guidance implies we will return to our pre-COVID cost levels in the second half of 2022.

The guidance we have providedaccident and our outlook more broadly are sensitive to health trends, exposure to variants of the COVID-19 virus, and regulations and restrictions imposed by state, local and federal authorities. Our plans will be responsive to emerging information and the guidance we have provided is subject to greater uncertainty than we have historically experienced. Our people continue to focus on keeping costs low, running a great operation, and welcoming guests back to travel with Next-Level Care to ensure they are safe and comfortable when they fly. These are competitive advantages we have cultivated over many years that will continue to serve us well in 2022 and beyond. We are confident that we are prepared to meet the challenges ahead and that we will emerge from the pandemic a stronger and more resilient airline.grounding.

RESULTS OF OPERATIONS

ADJUSTED (NON-GAAP) RESULTS AND PER-SHARE AMOUNTS

We believe disclosure of earnings excluding the impact of the Payroll Support Program wage offset,aircraft fuel and special items mark-to-market gains or losses or other individual special revenues or expenses is useful information to investors because:

By excluding fuel expense and certain special items (including the Payroll Support Program wage offset, impairment and restructuring charges and merger-related costs) from our unit metrics, we believe that we have better visibility into the results of operations as we focus on cost-reduction initiatives emerging from the COVID-19 pandemic.and productivity initiatives. Our industry is highly competitive and is characterized by high fixed costs, so even a small reduction in non-fuel operating costs can lead to a significant improvement in operating results. In addition, we believe that all domestic carriers are similarly impacted by changes in jet fuel costs over the long run, so it is important for management (and thus investors) to understand the impact of (and trends in) company-specific cost drivers, such as productivity, airport costs, maintenance costs, etc., which are more controllable by management.

Cost per ASM (CASM) excluding fuel and certain special items such as the Payroll Support Program wage offset, impairment and restructuring charges and merger-related costs, is one of the most important measures used by management and by our Board of Directors in assessing quarterly and annual cost performance.

CASM excluding fuel and certain special items is a measure commonly used by industry analysts and we believe it is an important metric by which they have historically compared our airline to others in the industry. The measure is also the subject of frequent questions from investors.

3236


Adjusted income before income tax and(and other items as specified in our plan documentsdocuments) is an important metric for the employee annual cash incentive plan, which covers the majority of employees within the Alaska Air Group organization.

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 revenues,revenue, we do not, (nornor are we able to)to, evaluate unit revenuesrevenue 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 revenuesrevenue 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 necessarily conclude that these amounts are non-recurring,nonrecurring, infrequent, or unusual in nature.

2021 COMPARED WITH 2020

Our consolidated net income for 2021 was $478 million, or $3.77 per diluted share, compared to a net loss of $1.3 billion, or $10.72 per share, in 2020.

Excluding the impact of the Payroll Support Program wage offset, special items and mark-to-market fuel hedge adjustments, our adjusted consolidated net loss for 2021 was $256 million, or $2.03 per share, compared to an adjusted consolidated net loss of $1.3 billion, or $10.17 per share, in 2020. The following table reconciles our adjusted net loss per share (EPS) during the full year 2021 and 2020 to amounts as reported in accordance with GAAP.
 Twelve Months Ended December 31,
 20212020
(in millions, except per-share amounts)DollarsDiluted EPSDollarsEPS
Reported GAAP net income (loss) and diluted EPS$478 $3.77 $(1,324)$(10.72)
Payroll Support Program wage offset(914)(7.21)(782)(6.33)
Mark-to-market fuel hedge adjustments(47)(0.37)(8)(0.06)
Special items - impairment charges and other(1)(0.01)627 5.08 
Special items - restructuring charges(10)(0.08)220 1.78 
Special items - merger-related costs  0.05 
Special items - net non-operating  26 0.21 
Income tax effect on special items and fuel hedge adjustments238 1.87 (21)(0.18)
Non-GAAP adjusted net loss and EPS$(256)$(2.03)$(1,256)$(10.17)

33


CASMex is reconciled to CASM below:
 Twelve Months Ended December 31,
 2021 2020 % Change
Consolidated:
Total CASM10.47 ¢14.39 ¢(27)%
Less the following components:
Payroll Support Program wage offset(1.75)(2.11)(17)%
Aircraft fuel, including hedging gains and losses2.44 1.95 25%
Special items - impairment charges and other 1.69 NM
Special items - restructuring charges(0.02)0.59 (103)%
Special items - merger-related costs 0.02 NM
CASM, excluding fuel and special items9.80 ¢12.25 ¢(20)%
Mainline:
Total CASM9.52 ¢13.66 ¢(30)%
Less the following components:
Payroll Support Program wage offset(1.75)(2.17)(19)%
Aircraft fuel, including hedging gains and losses2.33 1.79 30%
Special items - impairment charges and other 1.80 NM
Special items - restructuring charges(0.02)0.65 (103)%
Special items - merger-related costs 0.02 NM
CASM, excluding fuel and special items8.96 ¢11.57 ¢(23)%



3437


OPERATING STATISTICS SUMMARY (unaudited)

Below are operating statistics we use to measure performance.
Twelve Months Ended December 31,
20212020Change
Twelve Months Ended December 31,
Twelve Months Ended December 31,
Twelve Months Ended December 31,
2023
Consolidated Operating Statistics:(a)
Consolidated Operating Statistics:(a)
Consolidated Operating Statistics:(a)
Consolidated Operating Statistics:(a)
Revenue passengers (000)Revenue passengers (000)32,40717,92780.8%
Revenue passengers (000)
Revenue passengers (000)
RPMs (000,000) "traffic"
RPMs (000,000) "traffic"
RPMs (000,000) "traffic"RPMs (000,000) "traffic"38,59820,49388.3%
ASMs (000,000) "capacity"ASMs (000,000) "capacity"52,44537,11441.3%
ASMs (000,000) "capacity"
ASMs (000,000) "capacity"
Load factor
Load factor
Load factorLoad factor73.6%55.2%18.4 pts
YieldYield14.25¢14.73¢(3.3)%
Yield
Yield
RASMRASM11.78¢9.61¢22.6%
CASM excluding fuel and special items(b)
9.80¢12.25¢(20.0)%
RASM
RASM
CASMex(b)
CASMex(b)
CASMex(b)
Economic fuel cost per gallon(b)
Economic fuel cost per gallon(b)
Economic fuel cost per gallon(b)
Economic fuel cost per gallon(b)
$2.02$1.5827.8%
Fuel gallons (000,000)Fuel gallons (000,000)65646142.3%
ASMs per fuel gallon79.980.5(0.7)%
Fuel gallons (000,000)
Fuel gallons (000,000)
ASMs per gallon
ASMs per gallon
ASMs per gallon
Departures (000)
Departures (000)
Departures (000)
Average full-time equivalent employees (FTEs)Average full-time equivalent employees (FTEs)19,37517,59610.1%
Employee productivity (PAX/FTEs/months)139.484.964.2%
Average full-time equivalent employees (FTEs)
Average full-time equivalent employees (FTEs)
Mainline Operating Statistics:
Mainline Operating Statistics:
Mainline Operating Statistics:Mainline Operating Statistics:
Revenue passengers (000)Revenue passengers (000)23,26812,28089.5%
Revenue passengers (000)
Revenue passengers (000)
RPMs (000,000) "traffic"
RPMs (000,000) "traffic"
RPMs (000,000) "traffic"RPMs (000,000) "traffic"33,75517,43893.6%
ASMs (000,000) "capacity"ASMs (000,000) "capacity"45,74131,38745.7%
ASMs (000,000) "capacity"
ASMs (000,000) "capacity"
Load factor
Load factor
Load factorLoad factor73.8%55.6%18.2 pts
YieldYield13.07¢13.48¢(3.0)%
Yield
Yield
RASMRASM10.99¢9.01¢22.0%
CASM excluding fuel and special items(b)
8.96¢11.57¢(22.6)%
RASM
RASM
CASMex(b)
CASMex(b)
CASMex(b)
Economic fuel cost per gallon(b)
Economic fuel cost per gallon(b)
Economic fuel cost per gallon(b)
Economic fuel cost per gallon(b)
$2.01$1.5926.4%
Fuel gallons (000,000)Fuel gallons (000,000)53035848.0%
ASMs per fuel gallon86.287.7(1.7)%
Average FTEs14,36613,2148.7%
Fuel gallons (000,000)
Fuel gallons (000,000)
ASMs per gallon
ASMs per gallon
ASMs per gallon
Departures (000)
Departures (000)
Departures (000)
Average full-time equivalent employees (FTEs)
Average full-time equivalent employees (FTEs)
Average full-time equivalent employees (FTEs)
Aircraft utilization
Aircraft utilization
Aircraft utilizationAircraft utilization9.78.316.9%
Average aircraft stage lengthAverage aircraft stage length1,3241,2724.1%
Average aircraft stage length
Average aircraft stage length
Operating fleet(d)
Operating fleet(d)
Operating fleet(d)
Operating fleet(d)
21719720 a/c
Regional Operating Statistics:(c)
Regional Operating Statistics:(c)
Regional Operating Statistics:(c)
Regional Operating Statistics:(c)
Revenue passengers (000)
Revenue passengers (000)
Revenue passengers (000)Revenue passengers (000)9,1395,64761.8%
RPMs (000,000) "traffic"RPMs (000,000) "traffic"4,8423,05558.5%
RPMs (000,000) "traffic"
RPMs (000,000) "traffic"
ASMs (000,000) "capacity"
ASMs (000,000) "capacity"
ASMs (000,000) "capacity"ASMs (000,000) "capacity"6,7045,72717.1%
Load factorLoad factor72.2%53.3%18.9 pts
Load factor
Load factor
Yield
Yield
YieldYield22.49¢21.90¢2.7%
RASMRASM17.12¢12.82¢33.5%
RASM
RASM
Departures (000)
Departures (000)
Departures (000)
Operating fleet (d)
Operating fleet (d)
9494— a/c
Operating fleet (d)
Operating fleet (d)
(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)Data presented includes information related to flights operated by Horizon and third-party carriers.
(d)Excludes all aircraft removed from operating service.

3538


2023 COMPARED WITH 2022

Our consolidated net income for 2023 was $235 million, or $1.83 per share, compared to consolidated net income of $58 million, or $0.45 per share, in 2022.

Excluding the impact of special items and mark-to-market fuel adjustments, our adjusted consolidated net income for 2023 was $583 million, or $4.53 per share, compared to adjusted consolidated net income of $556 million, or $4.35 per share, in 2022. The following table reconciles our adjusted net income per share (EPS) to amounts as reported in accordance with GAAP:
 Twelve Months Ended December 31,
 20232022
(in millions, except per share amounts)DollarsDiluted EPSDollarsDiluted EPS
GAAP net income per share$235 $1.83 $58 $0.45 
Mark-to-market fuel hedge adjustments(2)(0.02)76 0.60 
Special items - fleet transition and other392 3.05 496 3.88 
Special items - labor and related51 0.40 84 0.66 
Special items - net non-operating18 0.14 — — 
Income tax effect of reconciling items above(111)(0.87)(158)(1.24)
Non-GAAP adjusted net income per share$583 $4.53 $556 $4.35 


Given the unusual nature of 2020, we believe that some analysis of specific financialCASM excluding fuel and operational results compared to 2019 provides meaningful insight. The table below includes comparative results from 2021 to 2019.special items reconciliation is summarized below:
 Twelve Months Ended December 31,
(in cents)2023 2022 % Change
Consolidated:
CASM14.64 ¢15.76 ¢(7)%
Less the following components:
Aircraft fuel, including hedging gains and losses3.85 4.39 (12)%
Special items - fleet transition and other0.57 0.82 (30)%
Special items - labor and related0.08 0.14 (43)%
CASM excluding fuel and special items10.14 ¢10.41 ¢(3)%
Mainline:
CASM13.51 ¢14.42 ¢(6)%
Less the following components:
Aircraft fuel, including hedging gains and losses3.57 4.11 (13)%
Special items - fleet transition and other0.63 0.71 (11)%
Special items - labor and related0.08 0.15 (47)%
CASM excluding fuel and special items9.23 ¢9.45 ¢(2)%

FINANCIAL INFORMATION AND OPERATING STATISTICS - 2019 RESULTS (unaudited)
Alaska Air Group, Inc.
20212019Change
Passenger revenue$5,499 $8,095 (32)%
Mileage plan other revenue461 465 (1)%
Cargo and other216 221 (2)%
Total operating revenues$6,176 $8,781 (30)%
Operating expense, excluding fuel and special items$5,137 $5,796 (11)%
Payroll Support Program wage offset(914)— NM
Economic fuel1,326 1,884 (30)%
Special items(58)38 NM
Total operating expenses$5,491 $7,718 (29)%
Total nonoperating expense(56)(47)19 %
Income before income tax629 $1,016 (38)%
Consolidated Operating Statistics:
Revenue passengers (000)32,40746,733(31)%
RPMs (000,000) "traffic"38,59856,040(31)%
ASMs (000,000) "capacity"52,44566,654(21)%
Load Factor73.6%84.1%(10.5) pts
Yield14.25¢14.45¢(1)%
RASM11.78¢13.17¢(11)%
CASMex9.80¢8.70¢13 %
FTEs19,37522,126(12)%













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OPERATING REVENUESREVENUE

Total operating revenuesrevenue increased $2.6 billion,$780 million, or 73%8%, during 20212023 compared to the same period in 2020.2022. The changes are summarized in the following table:
Twelve Months Ended December 31, Twelve Months Ended December 31,
(in millions)(in millions)20212020% Change(in millions)20232022% Change
Passenger revenuePassenger revenue$5,499 $3,019 82 %
Passenger revenue
Passenger revenue$9,526 $8,808 %
Mileage Plan other revenueMileage Plan other revenue461 374 23 %Mileage Plan other revenue648 590 590 10 10 %
Cargo and other216 173 25 %
Total operating revenues$6,176 $3,566 73 %
Cargo and other revenueCargo and other revenue252 248 %
Total Operating RevenueTotal Operating Revenue$10,426 $9,646 %

Passenger Revenuerevenue

On a consolidated basis, Passenger revenue for 20212023 increased by $2.5 billion,$718 million, or 82%8%, on a 41%12% increase in capacity, and an 18 pointpassenger traffic, partially offset by a 3% decrease in yield. The increase in load factor. Recovery from the pandemic is the driver of these changes as demand for travel increased in 2021, primarily led by leisure travelers. There were setbacks to the improvement late in the fourth quarter as absenteeismtraffic was driven by the omicron variant and severe winter weather on the West Coast ledgreater capacity compared to canceled flights and lost passenger revenue.2022, as
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We anticipate Passenger
incremental departures were primarily operated by larger aircraft in our Mainline fleet. On the product side, revenue for 2022 will increasegenerated by first and premium cabins grew 12% as compared to 2021 consistent with our overall2022. This growth plan. Although we face headwindswas offset by softening of yields as a result of excess capacity in domestic markets as demand shifted to international destinations during the first quarter due to continuing impacts of the omicron variant, we anticipate full year capacity will grow 2% to 6% versus 2019.summer months.

Mileage Plan Other Revenueother revenue

On a consolidated basis, Mileage Plan other revenue increased $87$58 million, or 23%10%, as compared to 2020, largely2022, primarily driven by higher commissions from our bank card partners due to an increase in commission revenue from our affinityincreased spend levels, annual membership fees, and credit card partner stemming from growing consumer spend and an increase in cardholders.acquisitions.

Cargo and Other

On a consolidated basis, Cargo and other revenue increased $43 million, or 25%, from 2020. The increase is primarily due to the return of all three freighters back to full capacity in the second quarter of 2021, coupled with increased belly cargo activity on increased scheduled departures.

We expect that our cargo revenues will increase in 2022 as compared to 2021 on a full year of freighter capacity and incremental belly cargo availability as we increase our capacity.

OPERATING EXPENSES

Total operating expenses increased $150$456 million, or 3%5%, compared to 2020.2022. We considerbelieve it is useful to summarize operating expenses as follows, which is consistent with the way expenses are reported internally and evaluated by management:
 Twelve Months Ended December 31,
(in millions)20212020% Change
Fuel expense$1,279 $723 77 %
Non-fuel operating expenses, excluding special items5,137 4,547 13 %
Payroll Support Program wage offset(914)(782)17 %
Special items - impairment charges and other(1)627 NM
Special items - restructuring charges(10)220 NM
Special items - merger-related costs— NM
Total operating expenses$5,491 $5,341 %
 Twelve Months Ended December 31,
(in millions)20232022% Change
Aircraft fuel, including hedging gains and losses$2,641 $2,668 (1)%
Non-fuel operating expenses, excluding special items6,948 6,328 10 %
Special items - fleet transition and other392 496 (21)%
Special items - labor and related51 84 (39)%
Total Operating Expenses$10,032 $9,576 %

Significant operating expense variances from 2020 are more fully described below.
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Aircraft fuel

Fuel Expense

Aircraft fuel expense includes raw fuel expense (as defined below) 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 and refining margins 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.

Aircraft fuel expense increased $556decreased $27 million, or 77%1%, compared to 2020.2022. The elements of the change are illustrated in the following table:
Twelve Months Ended December 31,
2021 2020
Twelve Months Ended December 31,Twelve Months Ended December 31,
20232023 2022
(in millions, except for per gallon amounts)(in millions, except for per gallon amounts)Dollars Cost/Gal Dollars Cost/Gal(in millions, except for per gallon amounts)Dollars Cost/Gal Dollars Cost/Gal
Raw or "into-plane" fuel costRaw or "into-plane" fuel cost$1,383 $2.11  $713 $1.54 
(Gain)/loss on settled hedges(Gain)/loss on settled hedges(57)(0.09) 18 0.04 
Consolidated economic fuel expenseConsolidated economic fuel expense$1,326 $2.02  $731 $1.58 
Mark-to-market fuel hedge adjustmentsMark-to-market fuel hedge adjustments(47)(0.07) (8)(0.01)
GAAP fuel expenseGAAP fuel expense$1,279 $1.95  $723 $1.57 
Fuel gallonsFuel gallons656  461 

The rawRaw fuel priceexpense decreased 7% in 2023 compared to 2022, due to lower per gallon costs, partially offset by increased 37%fuel consumption. Raw fuel expense per gallon decreased 14% due to higher West Coastlower all-in jet fuel prices. West Coast jetJet fuel prices are impacted by both the price of crude oil as well asand refining margins associated with the conversion of crude oil to jet fuel. Increased fuel, costs were alsoboth of which have decreased in 2023 compared to 2022. Fuel gallons consumed increased 9%, driven by a 42%13% increase in gallons consumed compared to 2020, consistent with a 41% increase in capacity.

GainsWe also 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
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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.

Losses recognized for hedges that settled during the year were $57$64 million in 2021,2023, compared to lossesgains of $18$169 million in 2020.2022. These amounts represent cash paid for premium expense, offset by any cash received from settledthose hedges offset by cash paid forat settlement.

In the premium cost on related call options.fourth quarter of 2023, we suspended our crude oil hedge program. Our final option position will settle in the first quarter of 2025.

We expect our economic fuel cost per gallon in the first quarter of 20222024 to range between $2.45$2.85 and $2.50$2.95 per gallon based on current market West Coast jet fuel prices.gallon.

Non-fuel Expensesexpenses
 Twelve Months Ended December 31,
(in millions)20232022% Change
Wages and benefits$3,041 $2,640 15 %
Variable incentive pay200 257 (22)%
Aircraft maintenance488 424 15 %
Aircraft rent208 291 (29)%
Landing fees and other rentals680 581 17 %
Contracted services389 329 18 %
Selling expenses303 295 %
Depreciation and amortization451 415 %
Food and beverage service241 197 22 %
Third-party regional carrier expense218 182 20 %
Other729 717 %
Total non-fuel operating expenses, excluding special items$6,948 $6,328 10 %

The table below provides the reconciliation of the operating expense line items, excluding fuel, the Payroll Support Program wage offset and special items. Significant operating expense variances from 2020 are more fully described below.

 Twelve Months Ended December 31,
(in millions)20212020% Change
Wages and benefits$2,218 $2,053 %
Variable incentive pay151 130 16 %
Aircraft maintenance364 321 13 %
Aircraft rent254 299 (15)%
Landing fees and other rentals555 417 33 %
Contracted services235 181 30 %
Selling expenses173 101 71 %
Depreciation and amortization394 420 (6)%
Food and beverage service139 90 54 %
Third-party regional carrier expense147 128 15 %
Other507 407 25 %
Total non-fuel operating expenses, excluding special items$5,137 $4,547 13 %

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Wages and Benefitsbenefits

Wages and benefits expense increased during 20212023 by $165$401 million, or 8%15%, compared to 2020, excluding the impact of the Payroll Support Program wage offset.2022. The primary components of Wageswages and benefits are shown in the following table:
Twelve Months Ended December 31, Twelve Months Ended December 31,
(in millions)(in millions)20212020% Change(in millions)20232022% Change
WagesWages$1,643 $1,490 10 %Wages$2,333 $$2,024 15 15 %
Payroll taxesPayroll taxes162 148 %
Medical and other benefitsMedical and other benefits314 263 19 %
Defined contribution plansDefined contribution plans203 160 27 %
Pension - Defined benefit plansPension - Defined benefit plans52 46 13 %Pension - Defined benefit plans29 45 45 (36)(36)%
Defined contribution plans126 126 — %
Medical and other benefits275 288 (5)%
Payroll taxes122 103 18 %
Total wages and benefits$2,218 $2,053 %
Total Wages and benefitsTotal Wages and benefits$3,041 $2,640 15 %

Wages increased $309 million, or 15%, on 3% growth in FTEs. When combined with FTE increases, higher wage rates drove incremental year-over-year expense for wages and payroll taxes increased bytaxes. Annual step increases, as well as a combined $172 million, or 10%, on a 10%market rate adjustment for Mainline pilots per the terms of the current CBA, were the primary drivers of higher wage rates. Higher stock-based compensation also contributed to the increase in FTEs. wages, driven by additional stock award grants within the period.

Increased FTEs asexpense for medical and other benefits was primarily driven by an increase in claims compared to the prior period are primarilyyear and incremental FTEs. Incremental expense for defined contribution plans was driven by the result of pilots and employees returning from leaves of absence and incentive lines acceptedchange in 2020. Higher wage rates from incentives paid to certain employeeswages as well as higher matching contributions for several labor groups. Decreased defined benefit expense was driven by changes in the summer and holiday periods in response to increasing demand were largely offset by a lower average wage rate from the growth in newly hired employees who have a lower wage base than more senior employees.actuarial assumptions.

We expect wages and benefits expense to be higher in 2022 compared2024 due to 2021 given our expected growthincreases in overall FTEs neededwage rates. Wages and benefits could also increase further in 2024 due to support our expected capacity growth. Our guidance does not include the impacts of any future agreements we may reach in 2022, most notably with our mainline pilots whose contract became amendable in April 2020.represented labor groups.

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Variable Incentive Payincentive pay

Variable incentive pay expense increaseddecreased $57 million, or 22%, compared to $151 million in 2021 from $130 million in 2020.2022. The increasedecrease is primarilydriven by reduced payouts under the Performance-Based Pay Plan due to decreased achievement of certain targets, partially offset by a higher payouts achieved under the Performance Based Pay Plan by meeting or exceeding certain cash flow, safety, emissions and productivity targets.overall employee wage base.

Aircraft Maintenancemaintenance

Aircraft maintenance costsexpense increased by $43$64 million, or 15%, compared to 2020.2022. The increase iswas primarily due to increased component repairs which were deferred in 2020, as well as increased power-by-the-hour expense driven by the new power-by-the-hour contract for B737-900ER engines and increased aircraft utilization, partially offset by $35 million of covered aircraft.lease return costs in the first quarter of 2022 that did not recur in 2023 as all lease return costs associated with the Company's fleet transition have been recorded to Special items - fleet transition and other since the announcement of our fleet transition plan in the second quarter of 2022.

We expect aircraft maintenance expense to be higher in 20222024 due to increased aircraft utilizationfleet growth and expected lease return costs that are expected to be incurred over the next 24 to 36 months as we prepare to return Airbus aircraft to lessors.a new contract effective in 2024 for certain E175 engines.

Aircraft Rentrent

Aircraft rent expense decreased $45$83 million, or 15%29%, compared to 2020, primarily as a result2022. The decrease was driven by the retirement of full impairment taken on certain leasedall Airbus aircraft from our operating fleet by the third quarter of 2023. These decreases were partially offset by delivery of four leased B737-9 aircraft in 2020.2023.

We expect aircraft rent to increasedecrease in 2022 on2024 driven by a reduction in leased aircraft as a result of exiting the Airbus fleet, partially offset by the annualization of expense and incrementalfor leased aircraft deliveries of leased 737-9 aircraft as well as incremental SkyWest lease deliveries.in 2023.

Landing Feesfees and Other Rentalsother rentals

Landing fees and other rental expensesexpense increased $138$99 million, or 33%17%, compared to 2020,2022. The increase was primarily driven by higher terminal rent costs resulting from both rate and volume increases at many airports. Landing fees also increased due to higher rates and larger landing weights due a significant increaseshift in departures, combined with increased rates at certainthe mix of flying from Regional to Mainline and upgauging our hub airports.fleet.

We expect landing fees and other rental expenserentals to increase in 20222024 as we continue to increase capacity and departures across our network, combined with higher rates at many of our hub airports.network.

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Contracted Servicesservices

Contracted services expense increased by $54$60 million, or 30%18%, compared to 2020,2022, primarily driven by increased departures and passengers at stations where we outsource our ground operations.higher rates charged by vendors for services as well as an increase in passengers.

We expect contracted services to increase in 20222024 as we continue to increase capacity and departures throughout our network.

Selling Expenses

Selling expenses increased by $72 million, or 71%, compared to 2020 primarily driven by a significant increase in distribution costs and credit card commissions stemming from increased revenues. Increased marketing spend and sponsorship costs related to the return of professional sports and events also contributed to the year-over-year increase.

We expect selling expense to increase in 2022, due primarily to higher sales as demand for air travel returns and an increase in marketing costs as we expand our network.

Food and Beverage Servicebeverage service

Food and beverage service expense increased by $49$44 million, or 54%22%, compared to 2020, consistent with the overall2022, primarily driven by a combination of a 7% increase in revenue passengers as well as the return and expansion of many of our on-board products in 2021.higher costs for food, food service supplies, and transportation.

We expect food and beverage service to increase in 20222024 as we continue to increase capacity and departures throughout our network and return to full service aboard our aircraft.network.

Third-party Regional Carrier Expenseregional carrier expense

Third-party regional carrier expense, which represents payments made to SkyWest under our CPA, agreements, increased $19$36 million, or 15%20%, in 20212023 compared to 2020.2022. The increase in expense is primarily due to increases in departures flown by SkyWest as compared to the prior-year period, offset by the final pass through of CARES Act PSP funding for SkyWest pilot and flight attendant wages.

We expect third-party regional carrier expense is driven by incremental SkyWest-operated departures. SkyWest departures have risen due to be higher in 2022 on the additionannualization of 10ten E175 aircraft flown by SkyWestoperating under a CPA.the CPA which were delivered during the first half of 2022. Higher wage rates for flight crews have also contributed to the increase.

Other Expense
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Other expense increased $100 million, or 25%, compared to 2020 primarily driven by incremental crew hotel stays and per diem, consistent with the overall increase in departures and capacity, as well as additional expense for professional services.

We expect other expense to increase in 2022 as we increase departures and hire more employees, resulting in incremental crew costs.

Special Items - Impairment chargesitems

We recorded an impairment benefitexpenses associated with fleet transition activities of $1$392 million in 2021. The benefit consisted of adjustments associated with leased aircraft that have been retired and removed from the operating fleet but not yet returned2023. Refer to Note 2 to the lessor. We continue to evaluate total estimated costs to return these permanently parked aircraft, and make updates to total expense when necessary.

Special Items - Restructuring chargesconsolidated financial statements for additional details.

We also recorded a restructuring benefitnonrecurring expense of $10$51 million in 2021 primarily as2023 due to a resultLetter of issuing recall noticesAgreement with Alaska pilots, represented by ALPA. The charge is a one-time adjustment of accrued benefits related to pilots on incentive lines for periods earlier than were previously anticipated. As all employees expected to return to work have been recalled, we do not anticipate further restructuring charges in 2022.future cash payments of pilots' unused sick leave upon retirement.

ADDITIONAL SEGMENT INFORMATION

Refer to Note 13 of14 to the consolidated financial statements for a detailed description of each segment. Below is a summary of each segment's profitability.

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Mainline

Mainline operations reported an adjusted pretax loss was $179income of $820 million in 20212023, compared to an adjusted pretax lossincome of $1.4 billion$855 million in 2020.2022. The $1.2 billion improvement in pretax loss$35 million decrease was driven by a $2.2 billion$625 million increase in Mainlinenon-fuel operating revenue,expense, a $69 million increase in fuel expense, and a $45 million increase in non-operating expense, partially offset by a $471$704 million increase in Mainline non-fuel operating expense and a $496 million increase in Mainline fuel expense.revenue.

As comparedCompared to the prior year, non-fuel operating expenses increased due largely to higher Mainline revenues arewage rates and higher variable costs consistent with growth in capacity and departures. Additional gallons consumed and losses from settled hedges compared to gains in the prior year drove the increase in fuel expense. Non-operating expense increased primarily driven by increases to certain components of pension expense. Higher operating revenue was primarily attributable to a 94%13% increase in traffic on a 46% increaseconsistent with growth in capacity, driven by the recovery seen in demand in 2021. Non-fuel operating expenses and fuel expenses rose given the increase in traffic and capacity, as well as higher raw fuel prices.continued strength in the Mileage Plan program.

Regional

Regional operations reported an adjusted pretax loss was $210of $22 million in 20212023, compared to an adjusted pretax loss of $421$76 million in 2020. The $2112022. Improved results were driven by a $72 million improvementincrease in pretax loss was primarilyoperating revenue, attributable to a $413 million increase in Regional operating revenues, offset by a $103 million increase in Regional non-fuel operating expense and a $99 million increase in Regional fuel expense.

Ashigher yield compared to the prior year, higher Regional revenues are primarily attributable to a 59% increase in traffic on a 17% increase in capacity, driven by the recovery seen in demand in 2021. Non-fuel operating expenses and fuel expenses rose given the increase in traffic and capacity, as well as higher rawdecreased fuel prices.expense on a lower price per gallon.

Horizon

Horizon achievedreported an adjusted pretax profitloss of $12$11 million in 20212023, compared to $41an adjusted pretax loss of $46 million in 2020, primarily as a result of higher2022. Improved results were attributable to decreased operating expenses consistent with less flying and other cost savings following Horizon’s transition to a single fleet, as well as updates to internal rates under Horizon’s CPA with Alaska. These improvements were partially offset by higher interest expense associated with debt financing of new E175 deliveries in 2021. The increased expenses were primarily related to flight operations and maintenance costs as the business began to recover during the year.2023.

LIQUIDITY AND CAPITAL RESOURCES
 
Improved results and increased demand in 2021 allowed us to begin the processOur primary sources of returning our balance sheet and available liquidity to pre-pandemic levels. During the year, we made the following meaningful progress:are:

Generated positive operatingExisting cash flow in excessand marketable securities of $1 billion, bolstered by improved advance bookings as demand returns, and the receipt of $892 million in Payroll Support Program funding from the U.S. Treasury under extensions of CARES Act programs;$1.8 billion;

Repaid $1.3 billion in debt, including the terminationCash flows from operations of the CARES Act secured loan, full repayment of two outstanding lines of credit, and prepayment of the $425 million 364-day term loan facility;$1.1 billion;

Decreased debt-to-capitalization ratio to 49% at December 31, 2021 from 61% at December 31, 2020;Our Mileage Plan program and 69 unencumbered aircraft which could be financed, if necessary;

Made a $100 million voluntary contribution to the defined benefit plan for Alaska's pilots, boosting estimated combined funded statusCombined bank line-of-credit facilities, with no outstanding borrowings, of all defined benefit plans to 98%, and;$550 million.

Restored poolIn 2023, we took free and clear delivery of unencumbered aircraft24 owned B737-9 and one owned B737-8 aircraft. We incurred new debt of $595 million and made debt payments totaling $282 million. We ended the year with a debt-to-capitalization ratio of 46%, within our target range of 40% to 50%. We also resumed share repurchases during the year, spending $145 million in 2023, pursuant to the operating fleet to 42 as$1 billion repurchase plan authorized by the Board of December 31, 2021, which could be financed, if necessary.Directors in August 2015.

As the business continues to recover to sustained profitability, reducing outstanding debt, normalizing our on-hand liquidity, and strengthening our balance sheet remain high priorities. We anticipate funding our planned 2022 capital expenditures of $1.5 billion to $1.6 billion with cash on-hand.
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We believe that our current cash and marketable securities balance, combined with available sources of liquidity, will be sufficient to fund our operations, meet our debt payment obligations, and remain in compliance with the financial debt covenants in existing financing arrangements for the foreseeable future. As our operation normalized in 2023, we made intentional reductions to our outstanding cash and marketable securities balance to move closer to our target liquidity range of $2 billion to $2.4 billion, inclusive of undrawn lines of credit.

In our cash and marketable securities portfolio, we invest only in securities that meet our primary investment strategy of maintaining and securing investment principal. The portfolio is managed by reputable firms that adhere to our investment policy that sets forth investment objectives, approved and prohibited investments, and duration and credit quality guidelines. Our policy, and the portfolio managers, are continually reviewed to ensure that the investments are aligned with our strategy.
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The table below presents the major indicators of our financial condition and liquidity: 
(in millions)(in millions)December 31, 2021December 31, 2020Change(in millions)December 31, 2023December 31, 2022Change
Cash and marketable securitiesCash and marketable securities$3,116 $3,346 $(230)Cash and marketable securities$1,791 $$2,417 (26)%(26)%
Cash, marketable securities, and unused lines of credit as a percentage of trailing twelve months revenue57 %94 %(37) pts
Cash, marketable securities, and unused lines of credit as a percentage of trailing twelve months' revenueCash, marketable securities, and unused lines of credit as a percentage of trailing twelve months' revenue22 %29 %(7) pts
Long-term debt, net of current portionLong-term debt, net of current portion$2,173 $2,357 $(184)Long-term debt, net of current portion$2,182 $$1,883 16%16%
Shareholders’ equityShareholders’ equity$3,801 $2,988 $813 Shareholders’ equity$4,113 $$3,816 8%8%

Debt-to-capitalization, adjusted forincluding operating and finance leases
(in millions)(in millions)December 31, 2021December 31, 2020Change(in millions)December 31, 2023December 31, 2022Change
Long-term debt, net of current portionLong-term debt, net of current portion$2,173 $2,357 (8)%Long-term debt, net of current portion$2,182 $$1,883 16%16%
Capitalized operating leasesCapitalized operating leases1,547 1,558 (1)%Capitalized operating leases1,283 1,621 1,621 (21)%(21)%
COVID-19 related borrowings(a)
 734 (100)%
Adjusted debt$3,720 $4,649 (20)%
Capitalized finance leases(a)
Capitalized finance leases(a)
64 — NM
Adjusted debt, net of current portion of long-term debtAdjusted debt, net of current portion of long-term debt$3,529 $3,504 1%
Shareholders' equityShareholders' equity3,801 2,988 27%Shareholders' equity4,113 3,816 3,816 8%8%
Total invested capitalTotal invested capital$7,521 $7,637 (2)%Total invested capital$7,642 $$7,320 4%4%
Debt-to-capitalization, including operating leases49%61%
Debt-to-capitalization, including operating and finance leases
Debt-to-capitalization, including operating and finance leases
Debt-to-capitalization, including operating and finance leases
(a) To best reflect our leverage at December 31, 2020,2023, we included our capitalized finance leases balance, which is recognized within the short-term borrowings stemming from the COVID-19 pandemic which were classified as current liabilitiesCurrent portion of long-term debt and finance leases line in the consolidated balance sheets.

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Adjusted net debt to earnings before interest, taxes, depreciation, amortization, special items, and rent
(in millions)(in millions)December 31, 2021December 31, 2020(in millions)December 31, 2023December 31, 2022
Current portion of long-term debt$366 $1,138 
Current portion of long-term debt and finance leases
Current portion of operating lease liabilitiesCurrent portion of operating lease liabilities268 290 
Long-term debtLong-term debt2,173 2,357 
Long-term operating lease liabilities, net of current portionLong-term operating lease liabilities, net of current portion1,279 1,268 
Total adjusted debtTotal adjusted debt4,086 5,053 
Less: Cash and marketable securitiesLess: Cash and marketable securities(3,116)(3,346)
Adjusted net debtAdjusted net debt$970 $1,707 
(in millions)(in millions)December 31, 2021December 31, 2020
GAAP Operating Income (Loss)$685 $(1,775)
(in millions)
(in millions)December 31, 2023December 31, 2022
GAAP Operating Income
Adjusted for:Adjusted for:
Payroll Support Program wage offset and special items(925)71 
Special items
Special items
Special items
Mark-to-market fuel hedge adjustmentsMark-to-market fuel hedge adjustments(47)(8)
Depreciation and amortizationDepreciation and amortization394 420 
Aircraft rentAircraft rent254 299 
EBITDAREBITDAR$361 $(993)
Adjusted net debt to EBITDARAdjusted net debt to EBITDAR2.7x(1.7x)Adjusted net debt to EBITDAR1.4x1.0x

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The following discussion summarizes the primary drivers of the increasedecrease in our cash and marketable securities balance and our expectation of future cash requirements.

ANALYSIS OF OUR CASH FLOWS
 
Cash Provided by Operating Activities
 
Net cashCash provided by operating activities was $1$1.1 billion in 20212023 compared to net cash used of $234 million$1.4 billion in 2020.2022. Cash provided by ticket sales isand from our co-branded credit card agreement are the primary sourcesources of our operating cash flow. In 2021, we also had material cash inflows of $892 million from the receipt of PSP grants. Our primary use of operating cash flow is for operating expenses, including payments for employee wages and benefits, payments to suppliers for goods and services, and payments to lessors and airport authorities for rents and landing fees. Operating cash flow also includes payments to, or refunds from, federal, state and local taxing authorities. Changes

The $368 million net decrease in demand that resulted from the pandemic recovery and the changes we made to our operations in response had a dramatic impact on our operating cash flows is due to a combination of factors. 2022 operating cash flows included federal income tax refunds of $295 million. Additionally, the Company had increased uses of cash in 2021.

In 2021, revenues increased $2.6 billion when2023 on higher operating expenses and on the settlement of certain A321neo operating leases. These amounts were partially offset by an improved net income compared to 2020, driven by improved demand described more fully below, and incremental cash from our affinity card partners on increased miles purchased. Operating expenses increased $150 million versusthe prior year, driven by significantly higher fuel costs and increased operating costs as we returned capacity to meet demand, offset by a reduction of $858 million in non-cash impairment and restructuring charges recorded in 2020.

In 2021, Air Traffic Liability (ATL) increased $90 million, driven by new ticket purchases primarily at the end of the year, offset by credits redeemed for travel. Although ATL was a source of working capital in 2021, as of December 31, 2021 the balance includes $234 million in travel credits issued to guests. These credits are expected to be redeemed by guests for travel in future periods and will represent a working capital headwind.year.

Cash Used in Investing Activities

Cash used in investing activities was $1$1.0 billion during 2021in 2023 compared to $593 million$1.2 billion in 2020. Increased2022. The decrease in cash used in investing activities is primarily driven by the 2020 sale-leaseback transaction for ten owned A320 aircraft, with no comparative transaction in 2021. Cash used also increased due to a $70 million increase inreduced capital expenditures as well as net purchases of marketable securities of $706 millionfor aircraft purchase deposits and other property and equipment, which were $1.5 billion in 2021,2023 compared to net purchases of $644 million$1.7 billion in 2020. Increased net purchases are primarily driven by additional cash on hand from borrowings and the PSP, which allowed the Company to invest additional funds.2022.

Cash Used in Financing Activities
 
Cash used in financing activities was $914$147 million during 2021,in 2023 compared to $325 million in 2022. The decrease in cash used is driven by a combination of factors. We had debt proceeds in 2023 of $411 million, net cash provided of $2 billionissuance costs, compared to none in 2020. During the year, we utilized cash on hand to make $1.3 billionprior year. We made $282 million in debt payments compared to $565$385 million in the prior year. These paymentschanges were partially offset by proceeds from debt issuancesthe resumption of $363our share repurchase program and other financing activities, which resulted in net cash outflows of $137 million compared to $2.6 billion issued in 2020 in response to the COVID-19 pandemic.and $139 million, respectively. Other financing activities were largely comprised of settlements of certain A321neo finance leases.
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MATERIAL CASH COMMITMENTS

Material cash requirements include the following contractual and other obligations: 

Aircraft Commitments
 
As of December 31, 2021,2023, Alaska has firm orders to purchase 74 Boeing 737-9 aircraft with deliveries in 2022 through 2024 and firm commitments to lease eight Boeing 737-980 B737 aircraft with deliveries between 20232024 and 2034.2027. Alaska also has an agreementrights for 105 additional B737 aircraft through 2030.

In January 2024, the FAA ordered the grounding of B737-9 aircraft and mandated inspections to address safety concerns with SkyWest Airlinesthe aircraft. The FAA has also announced increased oversight of Boeing's production facilities, including capping expanded production lines for the B737 MAX aircraft type. At this time, we are unable to expandestimate the impact of these events on the timing of contractual deliveries of B737 aircraft. The tables below outlining our long-term capacity purchase agreementexpected fleet count by three aircraft in 2022year and two aircraft in 2023.anticipated fleet counts are based on contractual terms with Boeing and do not incorporate the impact of potential delivery delays.

As of December 31, 2023, Horizon also has commitments to purchase sevennine E175 aircraft with deliveries in 2023 through 2025. Alaska has options to acquire up to 52 additional 737-9 aircraftbetween 2024 and 2026. Horizon has options to acquire 15ten E175 aircraft. aircraft between 2025 and 2026. The E175 deliveries expected through the end of 2024 are covered under a financing agreement executed in 2023. Capital expenditures for the deliveries in 2024, which are included within aircraft-related commitments in the contractual obligations table below, will be reflected as non-cash transaction in the consolidated statements of cash flows. Subsequent to year end, two of Horizon's ten E175 options expired.

Options will be exercised only if we believe return on invested capital targets can be met over the long term.


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The following table summarizes our anticipated fleet count by year, as of the date of this filing:
 Actual Fleet Count
Anticipated Fleet Activity(a)
AircraftDec 31, 2020Dec 31, 20212022 ChangesDec 31, 20222023 ChangesDec 31, 20232024 ChangesDec 31, 2024
B737 Freighters— — — 
B737-70011 11 — 11 — 11 — 11 
B737-80061 61 — 61 — 61 — 61 
B737-90012 12 — 12 — 12 — 12 
B737-900ER79 79 — 79 — 79 — 79 
B737-9— 11 32 43 32 75 18 93 
A319/A320(b)
21 30 (6)24 (24)— — — 
A321 NEO10 10 — 10 — 10 — 10 
Total Mainline Fleet197 217 26 243 251 18 269 
Q400 operated by Horizon(c)
32 32 (1)31 (6)25 — 25 
E175 operated by Horizon30 30 33 39 — 39 
E175 operated by third party32 32 10 42 — 42 — 42 
Total Regional Fleet(d)
94 94 12 106 — 106 — 106 
Total291 311 38 349 357 18 375 
(a)Anticipated fleet activity reflects intended early retirement and extensions or replacement of certain leases, not all of which have been contracted yet.
(b)Actual fleet at December 31, 2021, excluding Airbus aircraft that were removed from operating service in 2020 in response to COVID-19 capacity reductions. Of these, nine have since been returned to service in 2021 and three are planned to return in 2022.2023:
(c)Retirements in 2022 and 2023 are contractual lease expirations of Horizon Q400 aircraft in each respective year.
(d)Aircraft are either owned or leased by Horizon or operated under a capacity purchase agreement with a third party. Under the terms of our capacity purchase agreement with a third party, in 2023 an additional spare aircraft will be leased to support the operational integrity of the network.
 Actual Fleet CountAnticipated Fleet Activity
AircraftDec 31, 2022Dec 31, 20232024 ChangesDec 31, 20242025 ChangesDec 31, 20252026 ChangesDec 31, 2026
B737-700 Freighters— — — 
B737-800 Freighters— — — 
B737-70011 11 — 11 — 11 — 11 
B737-80061 59 — 59 — 59 — 59 
B737-90012 12 — 12 — 12 — 12 
B737-900ER79 79 — 79 — 79 — 79 
B737-8— 12 20 — 20 
B737-937 65 16 81 — 81 — 81 
B737-10— — — — 11 11 19 30 
A32012 — — — — — — — 
A321neo10 — — — — — — — 
Total Mainline Fleet225 231 24 255 23 278 19 297 
E175 operated by Horizon33 41 44 47 50 
E175 operated by third party42 42 — 42 43 — 43 
Q400 operated by Horizon11 — — — — — — — 
Total Regional Fleet86 83 86 90 93 
Total311 314 27 341 27 368 22 390 

ForWe intend to finance future firm ordersaircraft deliveries and option exercises we may finance the aircraft throughusing cash flow from operations or long-term debt.

Future
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Fuel Hedge Positions

AllIn the fourth quarter of 2023, we suspended our crude oil hedge program. Existing positions entered into before suspension of the program will settle through the first quarter of 2025. All future oil positions are call options, which 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. We have historically hedged up to 50% of our expected consumption. Our crude oil positions are as follows:
 Approximate % of Expected Fuel RequirementsWeighted-Average Crude Oil Price per BarrelAverage Premium Cost per Barrel
First Quarter 202250%$69$3
Second Quarter 202250%$71$3
Third Quarter 202240%$74$3
Fourth Quarter 202230%$74$4
Total 202240%$72$3
First Quarter 202320%$75$5
Second Quarter 202310%$80$6
Total 202310%$76$5
 Approximate % of Expected Fuel RequirementsWeighted-Average Crude Oil Price per BarrelAverage Premium Cost per Barrel
First Quarter 202450%$90$5
Second Quarter 202440%$90$5
Third Quarter 202430%$88$5
Fourth Quarter 202420%$87$5
Full Year 202435%$89$5
First Quarter 202510%$92$5
Full Year 20252%$92$5

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Contractual Obligations
 
The following table provides a summary of our obligations as of December 31, 2021.2023. For agreements with variable terms, amounts included reflect our minimum obligations. Discussion of these obligations follow the table below.
(in millions)(in millions)20222023202420252026BeyondTotal(in millions)20242025202620272028BeyondTotal
Debt obligationsDebt obligations$371 $334 $240 $261 $176 $1,177 $2,559 
Aircraft lease commitments(a)
305 242 185 179 173 602 1,686 
Facility lease commitments14 11 83 129 
Lease commitments(a)
Aircraft-related commitments(b)
Aircraft-related commitments(b)
1,339 1,686 389 79 13 — 3,506 
Interest obligations(c)
Interest obligations(c)
85 92 69 51 50 122 469 
Other obligations(d)
184 189 195 196 193 705 1,662 
CPA and other obligations
TotalTotal$2,298 $2,554 $1,087 $772 $611 $2,689 $10,011 

(a)Future Lease commitments include minimum payments for aircraft operated under operating leases and aircraft removed from operating service which remain under operating and finance leases, as we have remaining cash obligations under existing terms. It also includes minimum lease payments for aircraft includes commitments for aircraft which have been removed from operating service, as we have remaining obligations under existing terms.facilities.
(b)Includes non-cancelable contractual commitments for aircraft, engines, and engines, buyer furnished equipment, and contractual aircraft maintenance obligations.maintenance. Option deliveries are excluded from minimum commitments until exercise.
(c)For variable-rate debt, future obligations are shown above using LIBOR forward curveinterest rates forecast as of December 31, 2021.
(d)Primarily comprised of non-aircraft lease costs associated with capacity purchase agreements.2023.

Debt Obligations and Interest Obligations

The Company primarily issues debt to fund purchases of aircraft or other capital expenditures. In response to2023, the COVID-19 pandemic,Company incurred new debt of $595 million and repaid $282 million in 2020, we issued $2.6 billion in debt to withstand the downturn and prepare for recovery. In 2021, we repaid $1.3 billion in debt, including prepayments of $923 million, which was partially offset by issuances of $363 million.existing debt. At December 31, 2021,2023 and inclusive of the impact of our interest rate swaps, our debt portfolio carries a weighted average interest rate of 3.3%4.4%. Interest is paid with regular debt service. Debt service obligations in 2022 is expected to be $456 million, inclusive of interest and principal. Refer to Note 6 to the consolidated financial statement for further discussion of our debt and interest balances.

CPA and Other Obligations

We have obligations primarily associated with our capacity purchase agreements between Alaska and SkyWest, as well as other various sponsorship agreements and investment commitments.

Leased Aircraft Return Costs

For many of our leased aircraft, we are required under the contractual terms require us to return the aircraft in a specified state. As a result of these contractual terms, we may incur significant costs to return aircraft at the termination of the lease. Costs of returningto return leased aircraft are accrued when the costs are probable and reasonably estimable, usually beginning at least 12over the twelve months prior to the lease return, unless a determination is made to remove the leased asset is removed from operation. If the leased aircraft is removed from the operating
47


fleet, the estimated cost ofto return is accrued at the time of removal. SuchIf a leased aircraft has a known early retirement date in the future, the estimated cost to return is accrued through the retirement date. Lease return accrual estimates are based on the time remaining on the lease, planned aircraft usage, and the provisions included in the lease agreement, although the actual amount due to any lessor upon return may not be known with certainty until lease termination. We anticipate recording material expensesA total of $112 million is accrued for lease returns at December 31, 2023, including costs recorded in prior year periods, and cash outflows to return aircraft beginningthe full balance is included within Other accrued liabilities in 2022, as all Airbus A319 and A320 aircraft are expected to be removed from operating service by 2023.the consolidated balance sheets.

Credit Card Agreements
 
We haveAlaska has agreements with a number of 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 from our credit card receivables. Under one such agreement, we could be required to maintain a reserve if our credit rating is downgraded to or below a rating specified by the agreement or our cash and marketable securities balance fell below $500 million. Under another such agreement, we could be required to maintain a reserve if our cash and marketable securities balance fell below $500 million. We are not currently required to maintain any reserve under these agreements, but if we were, our financial position and liquidity could be materially harmed.

Deferred Sustainability Commitments

As part of our efforts to reach net-zero carbon emissions by 2040, we have outlined a five-part path that includes operational efficiency, fleet renewal, sustainable aviation fuel (SAF), investing in new technologies, and using credible offsetting and removal technologies to close the gaps to our emissions target in future years. We anticipate these efforts will require cash outlays, not all of which are reflected in our contractual commitments. Finding and establishing relationships with suppliers to meet these commitments is in process. Currently, Alaska has agreements to purchase approximately 200 million gallons of neat SAF to be delivered through 2030. These agreements are dependent on suppliers' ability to obtain all required governmental and regulatory approvals, achieve commercial operation, and produce sufficient quantities of SAF. Financial commitments that have been contractually established and have defined minimum obligations, including those related to Alaska Star Ventures, are included within the CPA and other obligations row in the above table.

Income Taxes

For federal income tax purposes, the majority of our assetsproperty and equipment are fully depreciated over a seven-year life using an accelerated depreciation method or bonus depreciation, if available. For financial reporting purposes, the majority of our assets are depreciated over 15 to 25 years to an estimated salvage value using the straight-line basis. This difference has created a significant deferred tax liability. At some point in the future, the depreciation basisproperty and equipment difference will reverse into taxable income, potentially resulting in an increase in income taxes paid.payable.

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While it is possible that we could have material cash obligations for this deferred liability at some point in the future, we cannot estimate the timing of long-term cash flows with reasonable accuracy. Taxable income and cash taxes payable in the short term are impacted by many items, including the amount of book income generated (which can be volatile depending on revenue and fuel prices), usageprices, among other factors out of net operating losses,our control), whether bonus depreciation provisions are available, any future tax reform efforts at the federal level, as well as other legislative changes that are beyond our control.

In 2021, we made tax payments, net of refunds, totaling $48 million. The Company had an effective tax rate of 24%. We believe that we have the liquidity available to make our future tax payments.

Proposed Acquisition of Hawaiian Holdings Inc.

On December 2, 2023, the Company entered into a definitive agreement to acquire Hawaiian Holdings, Inc. (Hawaiian). The Company has agreed to pay Hawaiian's shareholders $18.00 per share, or approximately $1.0 billion, in cash for the outstanding shares of Hawaiian Holdings, Inc. In addition, the Company expects to assume Hawaiian's debt and lease obligations on the date of acquisition. The acquisition is subject to approval by Hawaiian's shareholders and various regulatory bodies, among other customary closing conditions. The Company expects to fund this acquisition through a combination of existing cash and marketable securities, new debt, as well as other available sources of liquidity.
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48


CRITICAL ACCOUNTING ESTIMATES
 
The discussion and analysis of our financial position and results of operations in this MD&A are based upon our consolidated financial statements. The preparation of these financial statements requires us to make estimates and judgments that affect our financial position and results of operations. See Note 1 to the consolidated financial statements for a description of our significant accounting policies.

Critical accounting estimates are defined as those that reflect significant management judgment and uncertainties and that potentially may lead to materially different results under varying assumptions and conditions. Management has identified the following critical accounting estimate and has discussed the development, selection and disclosure of these policies with our audit committee.
 
FREQUENT FLYER PROGRAMS
 
Alaska's Mileage Plan loyalty program awards mileage credits, referred to as miles, to members who fly on our airlines and our airline partners. We also sell services, including miles for transportation, Companion Fare™ certificates, priority boarding, bag fee waivers, and access to our brand and customer lists to major banks that offer Alaska co-brandco-branded credit cards. To a lesser extent, miles for transportation are also sold to other non-airline partners, such as hotels, and car rental agencies. Outstanding miles may be redeemed for travel on our airlines or eligible airline partners, and for non-airline products such as hotels. As long asThe existence of outstanding miles held by Mileage Plan is in existence, we havemembers represents an obligation to provide future travel.
Mileage credits and the various other services we sell under our loyalty program represent performance obligations that are part of a multiple deliverable revenue arrangement. Accounting guidance requires that we use a relative standalone selling price model to allocate consideration received to the material performance obligations in these contracts. Our relative standalone selling price models are refreshed when contracts originate or are materially modified. We also update our model annually based on observed volumes.
 
At December 31, 2021,2023, we had approximately 301341 billion miles outstanding, resulting in an aggregate deferred revenue balance of $2.4$2.6 billion. The deferred revenue resulting from our relative selling price allocations requires significant management judgment. There are uncertainties inherent in these estimates. Therefore, different assumptions could affect the amount and/or timing of revenue recognition or expenses. The most significant assumptions are described below.
1.The rate at which we defer sales proceeds related to services sold:
 
We estimate the standalone selling price for each performance obligation, including mileage credits, by considering multiple inputs and methods, including but not limited to, the estimated selling price of comparable travel, discounted cash flows, brand value, published selling prices, number of miles awarded, and the number of miles redeemed. We estimate the selling prices and volumes over the terms of the agreements in order to determine the allocation of proceeds to each of the multiple deliverables.

2.The number of miles that will not be redeemed for travel (breakage):
 
We estimate how many miles will be used per award. For example, our members may redeemaward by employing a relative selling price method to allocate revenue from passenger ticket sales between air transportation and earned mileage credits. The portion attributed to mileage credits foris deferred initially and recognized in passenger revenue upon redemption. We determine the estimated value of mileage credits using an equivalent ticket approach, considering historical data on award travel to various locations or choose between a highly restricted award and an unrestricted award. redemption patterns.

Our estimates are based on the current requirements in our Mileage Plan program and historical and future award redemption patterns.

We review significant Mileage Plan assumptions on an annual basis, or more frequently should circumstances indicate a need, and change our assumptions if facts and circumstances indicate that a change is necessary. Any suchThe Company regularly updates breakage estimates for the portion of loyalty mileage credits not expected to be redeemed. These estimates are based upon statistical analyses of historical data. A hypothetical 1% change in assumptions could have a significant effectthe amount of outstanding miles estimated to be redeemed would result in an approximately $10 million impact on our financial position and results of operations.

annual revenue recognized.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have interest rate risk on our variable rate debt obligations and our available-for-sale marketable investment portfolio, and commodity-price risk in jet fuel required to operate our aircraft fleet. We purchase the majority of our jet fuel at prevailing market prices and seekhave historically sought to manage market risk through execution of our hedging strategy and other means.
49


We have market-sensitive instruments in the form of fixed rate debt instruments and financial derivative instruments used to hedge our exposure to jet fuelcrude oil price increases and interest rate increases. We do not purchase or hold any derivative financial instruments for trading purposes.
47


Aircraft Fuel
 
Currently, our fuel hedging portfolio consists of crude oil call options. Call options effectivelyare designed to cap our pricing for the crude oil component of jet fuel, limiting our exposure to increasing fuel prices for about half of our planned fuel consumption. 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 paid for hedge premiums. We believe there is risk in not hedging against fuel price increases. We estimate that a hypothetical 10% increase or decrease in the forward curve for crude oil prices as of December 31, 20212023 would change the fair value of our crude oil hedge portfolio to approximately $132$26 million or $44$4 million.

The portfolio value of our fuel hedge contracts was $81$11 million at December 31, 20212023 compared to a portfolio value of $15$44 million at December 31, 2020.2022. We did not have any collateral held by counterparties on these agreements as of December 31, 2021.2023.
 
We continue to believe thatIn the fourth quarter of 2023, we suspended our fuel hedge program is an important partprogram. Existing positions entered into before the suspension will settle through the first quarter of 2025. We believe refining margins represent a significant source of our strategy to reducefuel expense volatility, particularly given our exposure to volatilegeographic concentration on the West Coast. We are exploring alternative strategies that will enable fuel prices. We expect to enter into these types of contracts prospectively, although significant changes in market conditions could affectcost optimization and mitigate our decisions. For more discussion, see Note 4 to our consolidated financial statements.concentrated reliance on West Coast refineries.
 
Interest Rates
 
We have exposure to market risk associated with changes in interest rates related primarily to our debt obligations, and short-term investment portfolio. Our debt obligationswhich include variable rate instruments, which have exposure to changes in interest rates.as well as our short-term investment portfolio. In order to mitigate the risk of interest rate fluctuations, we have a number of interest rate swaps that fix the interest rates on certain variable rate debt agreements. A hypothetical 10% change in the average interest rates incurred on average variable rate debt held during 20212023 would have correspondingly changed our net earnings and cash flows associated with these items by less than $3$5 million. Our variable rate debt represents approximately 29%39% and 53%24% of our total long-term debt as of December 31, 20212023 and December 31, 2020.2022. Approximately $469$253 million of the Company's total variable rate notes payable were effectively fixed via interest rate swaps at December 31, 2021.2023.

Our exposure to interest rate variability is further mitigated through our variable rate investment portfolio. We also have investments in marketable securities, which are exposed to market risk associated with changes in interest rates. If short-term interest rates were to average one point more than they did in 2021,2023, interest income would increase by approximately $23$18 million.

Our variable rate instruments, including long-term debt, interest rate swaps, and credit facilities, all make reference to the London Interbank Offered Rate (LIBOR) as the interest rate benchmark. It is expected that in June 2023, LIBOR will be discontinued as a reference rate. In the event of the discontinuance of LIBOR, we will need to transition our LIBOR-based contracts to a mutually agreed-upon alternate benchmark rate, which effectively places the Lenders and the Company in the same economic position that existed immediately prior to the discontinuation of LIBOR. At this time, we do not anticipate that the discontinuance of LIBOR will materially impact our liquidity or financial position.

Inflationary Risk

Inflation in the United States in late 2021 was among the highest it has been in the past 30 years.remained elevated throughout 2023. Although a large portion of our operating costs are subject to contractual with escalation clauses,caps, a portion of our costs are not, and are therefore subject to a greater degree of inflationary pressures. Examples include fuel costs, goods and services for which we do not have existing contracts, wages for employees, airport costs based on cost recovery models, and certain vendor costs that include wage increase clauses, among others. Elevated inflation rates for a prolonged period of time, without the ability toa contemporaneous increase our fares at a similar rate, may have a significantnegative impact to our financial results.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
4850


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Shareholders and Board of Directors
Alaska Air Group, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Alaska Air Group, Inc. and subsidiaries (the Company) as of December 31, 20212023 and 2020,2022, the related consolidated statements of operations, comprehensive operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021,2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20212023 and 2020,2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021,2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021,2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 11, 202214, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of Mileage Plan model

As discussed in Note 3 to the consolidated financial statements, the Company has a Mileage Plan loyalty program which provides frequent flyer travel awards to program members based upon accumulated loyalty mileage credits. The Company utilizes a complex model to account for the Mileage Plan program, which involves numerous inputs and assumptions. Deferred revenues related to the Mileage Plan program were $2.4$2.6 billion as of December 31, 2021.2023. Associated Mileage Plan revenues recognized from deferred revenue and recorded in passenger revenue were $639 million$1.0 billion for the year ended December 31, 2021.2023.

We identified the assessment of the Mileage Plan model as a critical audit matter. This was due to the high degree of auditor judgment required to assess that sufficient audit evidence was obtained over the model as well as the key inputs
4951


and assumptions used to develop the estimates of Mileage Plan revenue and deferred revenue due to the complex design of the model. Key inputs include miles credited via the co-branded credit card and miles redeemed and key assumptions include estimated breakage and the relative standalone selling price ofprices for performance obligations in a mile.co-branded affinity agreement.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s Mileage Plan model. This included controls related to the integrity of the model as well as the key inputs and key assumptions utilized in the model. We checked the accuracy of key calculations utilized in the Mileage Plan model. We tested the completeness and accuracy of information technology system data used to determine the miles credited via the co-branded credit card and miles redeemed inputs. We inspected the Company’s methodology to develop key assumptions was consistent with historical methods. We assessed the breakage rate assumption by comparing it to historical breakage and breakage rates used by others in the airline industry. We considered changes in the Mileage Plan program terms, economic conditions and customer behavior for potential changes in the breakage rate. We evaluatedrate or the fluctuationrelative selling prices for performance obligations in the standalone selling price of a mile assumption by comparing it to changes in passenger ticket fares. We compared the standalone selling price of a mile assumption to other data points including miles sold on the Company’s website and the contractual rates that miles are sold to other airlines and bank partners.co-branded affinity agreement. We evaluated fluctuations in Mileage Plan balances in relation to program changes, economic conditions, and observed industry trends and events.

In addition, we evaluated the sufficiency of audit evidence obtained over the Mileage Plan model by assessing the results of procedures performed.


/s/ KPMG LLP
We have served as the Company's auditor since 2004.

Seattle, Washington
February 11, 202214, 2024
/s/ KPMG LLP



 
 

 
5052


CONSOLIDATED BALANCE SHEETS
As of December 31 (in millions)
As of December 31 (in millions)
20212020
As of December 31 (in millions)
20232022
ASSETSASSETS  ASSETS  
Current AssetsCurrent Assets  Current Assets  
Cash and cash equivalentsCash and cash equivalents$470 $1,370 
Marketable securitiesMarketable securities2,646 1,976Marketable securities1,510 2,0792,079
Total cash and marketable securitiesTotal cash and marketable securities3,116 3,346Total cash and marketable securities1,791 2,4172,417
Receivables - netReceivables - net546 480Receivables - net383 296296
Inventories and supplies - netInventories and supplies - net62 57Inventories and supplies - net116 104104
Prepaid expenses and other current assets196 123
Prepaid expensesPrepaid expenses176 163
Other current assets
Total Current AssetsTotal Current Assets3,920 4,006Total Current Assets2,705 3,0403,040
Property and Equipment
Property and Equipment
Property and EquipmentProperty and Equipment    
Aircraft and other flight equipmentAircraft and other flight equipment8,127 7,761Aircraft and other flight equipment10,425 9,0539,053
Other property and equipmentOther property and equipment1,489 1,398Other property and equipment1,814 1,6611,661
Deposits for future flight equipmentDeposits for future flight equipment384 583Deposits for future flight equipment491 670670
10,000 9,742 12,730 11,38411,384
Less accumulated depreciation and amortizationLess accumulated depreciation and amortization3,862 3,531Less accumulated depreciation and amortization4,342 4,1274,127
Total Property and Equipment - NetTotal Property and Equipment - Net6,138 6,211Total Property and Equipment - Net8,388 7,2577,257
Other AssetsOther Assets
Other Assets
Other Assets
Operating lease assets
Operating lease assets
Operating lease assetsOperating lease assets1,453 1,400 
Goodwill and intangible assetsGoodwill and intangible assets2,044 2,050 
Other noncurrent assetsOther noncurrent assets396 379
Other noncurrent assets
Other noncurrent assets292 380
Total Other AssetsTotal Other Assets3,893 3,829Total Other Assets3,520 3,8893,889
Total AssetsTotal Assets$13,951 $14,046 
Total Assets
Total Assets



5153


CONSOLIDATED BALANCE SHEETS (continued)
As of December 31 (in millions except share amounts)
20212020
LIABILITIES AND SHAREHOLDERS' EQUITY  
Current Liabilities  
Accounts payable$200 $108 
Accrued wages, vacation and payroll taxes457 527
Air traffic liability1,163 1,073
Other accrued liabilities625 424
Deferred revenue912 733
Current portion of operating lease liabilities268 290 
Current portion of long-term debt366 1,138
Total Current Liabilities3,991 4,293
Long-Term Debt, Net of Current Portion2,173 2,357
Noncurrent Liabilities  
Long-term operating lease liabilities, net of current portion1,279 1,268 
Deferred income taxes578 407
Deferred revenue1,446 1,544
Obligation for pension and post-retirement medical benefits305 665
Other liabilities378 524
Total Noncurrent Liabilities3,986 4,408
Commitments and Contingencies (Note 10)00
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: 2021 - 135,255,808 shares; 2020 - 133,567,534 shares, Outstanding: 2021 - 125,905,864 shares; 2020 - 124,217,590 shares1 
Capital in excess of par value494 391 
Treasury stock (common), at cost: 2021 - 9,349,944 shares; 2020 - 9,349,944 shares(674)(674)
Accumulated other comprehensive loss(262)(494)
Retained earnings4,242 3,764
 3,801 2,988
Total Liabilities and Shareholders' Equity$13,951 $14,046 

See accompanying notes to consolidated financial statements.


52


CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31 (in millions, except per share amounts)
202120202019
Operating Revenues   
Passenger revenue$5,499 $3,019 $8,095 
Mileage Plan other revenue461 374 465 
Cargo and other216 173 221 
Total Operating Revenues6,176 3,566 8,781 
Operating Expenses   
Wages and benefits2,218 2,053 2,370 
Variable incentive pay151 130 163 
Payroll Support Program wage offset(914)(782)— 
Aircraft fuel, including hedging gains and losses1,279 723 1,878 
Aircraft maintenance364 321 437 
Aircraft rent254 299 331 
Landing fees and other rentals555 417 531 
Contracted services235 181 289 
Selling expense173 101 313 
Depreciation and amortization394 420 423 
Food and beverage service139 90 214 
Third-party regional carrier expense147 128 166 
Other507 407 559 
Special items - impairment charges and other(1)627 — 
Special items - restructuring charges(10)220 — 
Special items - merger-related costs 44 
Total Operating Expenses5,491 5,341 7,718 
Operating Income (Loss)685 (1,775)1,063 
Non-operating Income (Expense)   
Interest income25 31 42 
Interest expense(128)(98)(78)
Interest capitalized11 11 15 
Special charges - net non-operating (26)— 
Other - net36 17 (26)
Total Non-operating Expense(56)(65)(47)
Income (Loss) Before Income Tax629 (1,840)1,016 
Income tax (benefit) expense151 (516)247 
Net Income (Loss)$478 $(1,324)$769 
Basic Earnings (Loss) Per Share$3.82 $(10.72)$6.24 
Diluted Earnings (Loss) Per Share$3.77 $(10.72)$6.19 
Shares used for computation:  
Basic125.063 123.450 123.279 
Diluted126.775 123.450 124.289 

See accompanying notes to consolidated financial statements.
53


CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS
Year Ended December 31 (in millions)
202120202019
Net Income (Loss)$478 $(1,324)$769 
Other Comprehensive Income (Loss):
Related to marketable securities:
Unrealized holding gains (losses) arising during the period(30)33 31 
Reclassification of (gains) into Other-net non-operating income (expense)(6)(14)(5)
Income tax benefit (expense)9 (5)(6)
Total(27)14 20 
Related to employee benefit plans:
Actuarial gains (losses) related to pension and other post-retirement benefit plans294 (69)(71)
Reclassification of net pension expense into Wages and benefits and Other-net non-operating income33 30 32 
Income tax benefit (expense)(81)10 10 
Total246 (29)(29)
Related to interest rate derivative instruments:
Unrealized holding gains (losses) arising during the period17 (21)(13)
Reclassification of losses into Aircraft rent 
Income tax benefit (expense)(4)
Total13 (14)(8)
Other Comprehensive Income ( Loss)232 (29)(17)
Comprehensive Income (Loss)$710 $(1,353)$752 
As of December 31 (in millions except share amounts)
20232022
LIABILITIES AND SHAREHOLDERS' EQUITY  
Current Liabilities  
Accounts payable$207 $221 
Accrued wages, vacation and payroll taxes584 619
Air traffic liability1,136 1,180
Other accrued liabilities800 846
Deferred revenue1,221 1,123
Current portion of operating lease liabilities158 228 
Current portion of long-term debt and finance leases353 276
Total Current Liabilities4,459 4,493
Long-Term Debt, Net of Current Portion2,182 1,883
Noncurrent Liabilities  
Long-term operating lease liabilities, net of current portion1,125 1,393 
Deferred income taxes695 574
Deferred revenue1,382 1,374
Obligation for pension and post-retirement medical benefits362 348
Other liabilities295 305
Total Noncurrent Liabilities3,859 3,994
Commitments and Contingencies (Note 10)
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: 2023 - 138,960,830 shares; 2022 - 136,883,042 shares, Outstanding: 2023 - 126,090,353 shares; 2022 - 127,533,916 shares1 
Capital in excess of par value695 577 
Treasury stock (common), at cost: 2023 - 12,870,477 shares; 2022 - 9,349,944 shares(819)(674)
Accumulated other comprehensive loss(299)(388)
Retained earnings4,535 4,300
 4,113 3,816
Total Liabilities and Shareholders' Equity$14,613 $14,186 

See accompanying notes to consolidated financial statements.


54


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITYOPERATIONS
(in millions)Common Stock OutstandingCommon StockCapital in Excess of Par ValueTreasury StockAccumulated Other Comprehensive Income (Loss)Retained EarningsTotal
Balances at December 31, 2018123.194 $$232 $(568)$(448)$4,534 $3,751 
Cumulative effect of accounting changes(a)
— — — — — 
2019 net income— — — — — 769 769 
Other comprehensive loss— — — — (17)— (17)
Common stock repurchases(1.193)— — (75)— — (75)
Stock-based compensation— — 36 — — — 36 
Cash dividend declared ($1.40 per share)— — — — — (173)(173)
Stock issued for employee stock purchase plan0.785 — 40 — — — 40 
Stock issued under stock plans0.214 — (3)— — — (3)
Balances at December 31, 2019123.000 $$305 $(643)$(465)$5,133 $4,331 
2020 net loss— — — — — (1,324)(1,324)
Other comprehensive loss— — — — (29)— (29)
Common stock repurchases(0.538)— — (31)— — (31)
Stock-based compensation— — 34 — — — 34 
CARES Act warrant issuances— — 14 — — — 14 
Cash dividend declared ($0.375 per share)— — — — — (45)(45)
Stock issued for employee stock purchase plan1.524 — 41 — — — 41 
Stock issued under stock plans0.231 — (3)— — — (3)
Balances at December 31, 2020124.217 $$391 $(674)$(494)$3,764 $2,988 
2021 net loss— — $— — — 478 478 
Other comprehensive income— — — — 232 — 232 
Stock-based compensation0.010 — 44 — — — 44 
CARES Act warrant issuances— — 16 — — — 16 
Stock issued for employee stock purchase plan1.255 — 48 — — — 48 
Stock issued under stock plans0.424 — (5)— — — (5)
Balances at December 31, 2021125.906 $1 $494 $(674)$(262)$4,242 $3,801 
(a)Represents the opening balance sheet adjustment recorded as a result of the adoption of the new lease accounting standard.
Year Ended December 31 (in millions, except per share amounts)
202320222021
Operating Revenue   
Passenger revenue$9,526 $8,808 $5,499 
Mileage Plan other revenue648 590 461 
Cargo and other revenue252 248 216 
Total Operating Revenue10,426 9,646 6,176 
Operating Expenses   
Wages and benefits3,041 2,640 2,218 
Variable incentive pay200 257 151 
Payroll Support Program grant wage offset — (914)
Aircraft fuel, including hedging gains and losses2,641 2,668 1,279 
Aircraft maintenance488 424 364 
Aircraft rent208 291 254 
Landing fees and other rentals680 581 555 
Contracted services389 329 235 
Selling expenses303 295 173 
Depreciation and amortization451 415 394 
Food and beverage service241 197 139 
Third-party regional carrier expense218 182 147 
Other729 717 507 
Special items - fleet transition and other392 496 (1)
Special items - labor and related51 84 (10)
Total Operating Expenses10,032 9,576 5,491 
Operating Income394 70 685 
Non-operating Income (Expense)   
Interest income80 53 25 
Interest expense(121)(108)(128)
Interest capitalized27 14 11 
Special items - net non-operating(18)— — 
Other - net(39)50 36 
Total Non-operating Income (Expense)(71)(56)
Income Before Income Tax323 79 629 
Income tax expense88 21 151 
Net Income$235 $58 $478 
Basic Earnings Per Share$1.84 $0.46 $3.82 
Diluted Earnings Per Share$1.83 $0.45 $3.77 
Shares used for computation:  
Basic127.375 126.657 125.063 
Diluted128.708 127.899 126.775 

See accompanying notes to consolidated financial statements.
55


CONSOLIDATED STATEMENTS OF CASH FLOWSCOMPREHENSIVE OPERATIONS
Year Ended December 31 (in millions)
202120202019
Cash flows from operating activities:   
Net income (loss)$478 $(1,324)$769 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:   
Depreciation and amortization394 420 423 
Stock-based compensation and other51 24 29 
   Special items - impairment charges and other(1)627 — 
   Special items - restructuring charges(10)220 — 
Changes in certain assets and liabilities:
Changes in deferred tax provision104 (300)209 
(Increase) decrease in accounts receivable(66)(160)43 
Increase in air traffic liability90 173 112 
Increase in deferred revenue81 288 116 
Pension contribution(100)— (65)
Other - net9 (202)86 
Net cash provided by (used in) operating activities1,030 (234)1,722 
Cash flows from investing activities:   
Property and equipment additions:   
Aircraft and aircraft purchase deposits(68)(64)(356)
Other flight equipment(126)(55)(178)
Other property and equipment(98)(103)(162)
Total property and equipment additions(292)(222)(696)
Purchases of marketable securities(4,301)(2,962)(1,810)
Sales and maturities of marketable securities3,595 2,318 1,674 
Proceeds from disposition of assets2 279 28 
Other investing activities(12)(6)13 
Net cash used in investing activities(1,008)(593)(791)
Cash flows from financing activities:   
Proceeds from issuance of long-term debt, net of issuance costs363 2,564 450 
Long-term debt payments(1,334)(565)(1,058)
Common stock repurchases (31)(75)
Cash dividend paid (45)(173)
Other financing activities57 58 43 
Net cash provided by (used in) financing activities(914)1,981 (813)
Net increase (decrease) in cash, cash equivalents, and restricted cash(892)1,154 118 
Cash, cash equivalents, and restricted cash at beginning of year1,386 232 114 
Cash, cash equivalents, and restricted cash at end of year$494 $1,386 $232 
Supplemental disclosure:   
Cash paid during the year for:
Interest, net of amount capitalized$109 $50 $60 
Income taxes, net of refunds received48 — 31 
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents$470 $1,370 $221 
Restricted cash included in Other noncurrent assets24 16 11 
Total cash, cash equivalents, and restricted cash at end of the period$494 $1,386 $232 
Year Ended December 31 (in millions)
202320222021
Net Income$235 $58 $478 
Other comprehensive income (loss), net of tax
Marketable securities46 (76)(27)
Employee benefit plans48 (67)246 
Interest rate derivative instruments(5)17 13 
Total other comprehensive income (loss), net of tax89 (126)232 
Total Comprehensive Income (Loss), net of tax$324 $(68)$710 

See accompanying notes to consolidated financial statements.


56


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in millions)Common Stock OutstandingCommon StockCapital in Excess of Par ValueTreasury StockAccumulated Other Comprehensive LossRetained EarningsTotal
Balance at December 31, 2020124.217 $$391 $(674)$(494)$3,764 $2,988 
2021 net income— — — — — 478 478 
Other comprehensive income— — — — 232 — 232 
Stock-based compensation0.010 — 44 — — — 44 
CARES Act warrant issuances— — 16 — — — 16 
Stock issued for employee stock purchase plan1.255 — 48 — — — 48 
Stock issued under stock plans0.424 — (5)— — — (5)
Balance at December 31, 2021125.906 $$494 $(674)$(262)$4,242 $3,801 
2022 net income— — — — — 58 58 
Other comprehensive loss— — — — (126)— (126)
Stock-based compensation0.017 — 35 — — — 35 
Stock issued for employee stock purchase plan1.293 — 54 — — — 54 
Stock issued under stock plans0.318 — (6)— — — (6)
Balance at December 31, 2022127.534 $$577 $(674)$(388)$4,300 $3,816 
2023 net income— — — — — 235 235 
Other comprehensive income— — — — 89 — 89 
Common stock repurchase(3.521)— — (145)— — (145)
Stock-based compensation0.017 — 60 — — — 60 
Stock issued for employee stock purchase plan1.855 — 59 — — — 59 
Stock issued under stock plans0.205 — (1)— — — (1)
Balance at December 31, 2023126.090 $1 $695 $(819)$(299)$4,535 $4,113 

See accompanying notes to consolidated financial statements.
5657


CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31 (in millions)
202320222021
Cash Flows from Operating Activities:   
Net income$235 $58 $478 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:   
Depreciation and amortization451 415 394 
Stock-based compensation and other85 42 51 
Special items - fleet transition and other371 496 (1)
Special items - labor and related51 — — 
Special items - restructuring charges — (10)
Changes in certain assets and liabilities:
Changes in deferred income taxes81 22 104 
(Increase) decrease in accounts receivable(19)(45)(69)
Increase (decrease) in air traffic liability(44)17 90 
Increase in deferred revenue106 139 81 
Pension contribution — (100)
Federal income tax refund 295 
Other - net(267)(21)
Net cash provided by operating activities1,050 1,418 1,030 
Cash Flows from Investing Activities:   
Property and equipment additions   
Aircraft and aircraft purchase deposits(1,055)(1,272)(68)
Other flight equipment(197)(208)(126)
Other property and equipment(242)(191)(98)
Total property and equipment additions(1,494)(1,671)(292)
Purchases of marketable securities(536)(1,797)(4,301)
Sales and maturities of marketable securities1,152 2,252 3,595 
Proceeds from disposition of assets32 
Other investing activities(118)(6)(12)
Net cash used in investing activities(964)(1,218)(1,008)
Cash Flows from Financing Activities:   
Proceeds from issuance of long-term debt, net of issuance costs411 — 363 
Long-term debt payments(282)(385)(1,334)
Common stock repurchases(137)— — 
Other financing activities(139)60 57 
Net cash used in financing activities(147)(325)(914)
Net decrease in cash and cash equivalents(61)(125)(892)
Cash, cash equivalents, and restricted cash at beginning of period369 494 1,386 
Cash, cash equivalents, and restricted cash at end of period$308 $369 $494 
58


Year Ended December 31 (in millions)
202320222021
Supplemental disclosure:   
Cash paid during the year for:
Interest, net of amount capitalized$105 $71 $109 
Income taxes, net of refunds received15 — 48 
Non-cash transactions:
Right-of-use assets acquired through operating leases$178 $461 $273 
Operating leases converted to finance leases505 — — 
Property and equipment acquired through the issuance of debt179 — — 
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents$281 $338 $470 
Restricted cash included in Other noncurrent assets27 31 24 
Total cash, cash equivalents, and restricted cash at end of period$308 $369 $494 
See accompanying notes to consolidated financial statements.
59



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1. GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Organization and Basis of Presentation
 
The consolidated financial statements include the accounts of Alaska Air Group (Air Group, or the Company), and its primary subsidiaries, Alaska Airlines, Inc. (Alaska) and Horizon Air Industries, Inc. (Horizon). Our consolidated financial statements also include McGee Air Services, a ground services subsidiary of Alaska. The Company conducts substantially all of its operations through these subsidiaries. All significant intercompany balances and transactions have been eliminated. These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) and their preparation requires the use of management’s estimates. Actual results may differ from these estimates.

Certain reclassifications have been maderows, columns, figures, or percentages may not recalculate due to prior year financial statements to conform to classifications used in the current year.rounding.

Cash and Cash Equivalents
 
Cash equivalents consist of highly liquid investments with original maturities of three months or less, such as money market funds, commercial paper and certificates of deposit. They are carried at cost, which approximates market value. The Company reduces cash balances when funds are disbursed. Due to the time delay in funds clearing the banks, the Company normally maintains a negative balance in its cash disbursement accounts, which is reported as a current liability. The amount of the negative cash balance was $7$14 million and $5$9 million at December 31, 20212023 and 2020,2022, and is included in accounts payable, with the change in the balance during the year included in other financing activities in the consolidated statements of cash flows.

The Company's restricted cash balances are not material and are classified as Other noncurrent assets. Restricted cash balances are primarily used to guarantee various letters of credit, self-insurance programs, or other contractual rights. They consist of highly liquid securities with original maturities of three months or less. They are carried at cost, which approximates fair value.

Marketable Securities

Investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. All cash equivalents and short-term investments are classified as available-for-sale and realized gains and losses are recorded using the specific identification method. Changes in market value are reflected in accumulated other comprehensive loss (AOCL)income (loss).

The Company evaluates the investment portfolio on a quarterly basis for expected credit losses. The Company uses a systematic methodology that groups assets by relevant market sector, and considers available quantitative and qualitative evidence in evaluating potential allowances for credit losses. If the cost of an investment exceeds its fair value, management evaluates, among other factors, general market and industry conditions, credit quality of debt instrument issuers, the duration and extent to which the fair value is less than cost, the Company's intent and ability to hold, or plans to sell, the investment. Once a decline in fair value is determined to be the result of an expected credit loss, an allowance is recorded to Other—net in the consolidated statements of operations.

Receivables—Receivables - net

Receivables primarily consist of amounts due from taxing authorities, credit card processors andfor the sale of passenger tickets, from the Company's affinity card partner stemmingfor the purchase of miles under our loyalty program, and from incometaxing authorities for certain tax returns, sales of tickets to customers and bank purchased miles.receivables. Given the nature of these receivables, reserves are immaterial to the overall balance. In 2023, certain A321neos were sold to a third-party with full payment for the aircraft occurring in January 2024. The balance owed to Alaska as of December 31, 2023 for these transactions was classified within Receivables - net.
60




Inventories and Supplies—Supplies - net
 
Expendable aircraft parts, materials and supplies are stated at average cost and are included in Inventories and supplies - net. An obsolescence allowance for expendable parts is accrued based on estimated lives of the corresponding fleet type and salvage values. The allowance for expendable inventories was $49$60 million and $46$55 million at December 31, 20212023 and 2020.2022. Removals from the reserve in 20212023 were immaterial. Inventory and supplies - net also includes fuel inventory of $21$31 million and $15$38 million at December 31, 20212023 and 2020.2022. Repairable and rotable aircraft parts inventories are included in flight equipment.
57




Property, Equipment, and Depreciation
 
Property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives less an estimated salvage value, which are as follows:
Estimated Useful LifeEstimated Salvage Value
Aircraft and other flight equipment: 
Boeing 737B737 and E175 aircraft20 to 25 years10%
Bombardier Q400 aircraft15 years5%
Buildings25 to 40 years10%
Minor building and land improvements10 years—%
Capitalized leases and leasehold improvementsGenerally shorter of lease term or
estimated useful life
—%
Computer hardware and software3 to 10 years—%
Other furniture and equipment5 to 10 years—%

Near the end of an asset's estimated useful life, management updates the salvage value estimates based on current market conditions and expected use of the asset. Repairable and rotable aircraft parts are included in Aircraft and other flight equipment, and are depreciated over the associated fleet life.
 
Capitalized interest, based on the Company’s weighted-average borrowing rate, is added to the cost of the related asset, and is depreciated over the estimated useful life of the asset.

Maintenance and repairs, other than engine maintenance on B737-800 engines, are expensed when incurred. Major modifications that extend the life or improve the usefulness of aircraft are capitalized and depreciated over their estimated period of use. Maintenance on B737-800 engines is covered under a power-by-the-hour agreement with a third party, whereby the Company pays a determinable amount, and transfers risk, to a third party. Beginning in 2022, maintenance on owned E175 aircraft will also be covered under a power-by-the-hour agreement with a third party. For these agreements, the Company expenses the contract amounts based on engine usage.
 
The Company evaluates long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the total carrying amount of an asset or asset group may not be recoverable. The Company groups assets for purposes of such reviews at the lowest level at which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities, which is generally the fleet level. An impairment loss is considered when estimated future undiscounted cash flows expected to result from the use of the asset or asset group and its eventual disposition are less than its carrying amount. If the asset or asset group is not considered recoverable, a write-down equal to the excess of the carrying amount over the fair value will be recorded. For these purposes, the fair value is estimated using a combination of Level 2 inputs, including published market value estimates for the assets being assessed, and Level 3 inputs, including Company-specific and asset-specific indicators.

Goodwill

Goodwill represents the excess of purchase price over the fair value of the related net assets acquired in the Company's acquisition of Virgin America and is not amortized. The total balance of goodwill is associated with the Mainline reporting unit. The Company reviews goodwill for impairment annually in the fourth quarter, or more frequently if events or circumstances indicate thanthat an impairment may exist. The assessment utilizes either a qualitative or quantitative approach. The qualitative approach considers factors such as Alaska Air Group market capitalization and other market trends, and unobservable inputs, including Company specific cash flow and performance information. If it is determined that it is more likely than not that the asset may be impaired, management utilizes a quantitative approach to assess the asset's fair value and the amount of impairment and a charge may be recorded. In 2021,2023, the fair value of the Mainline reporting unit substantially exceeded its carrying value.

58



Intangible Assets

Intangible assets are comprised primarily of indefinite-lived airport slots and finite-lived customer relationships recorded in conjunction with the acquisition of Virgin America. Finite-lived intangibles were recorded at fair value upon acquisition and are amortized over their estimated useful lives. Indefinite-lived intangibles were recorded at fair value upon acquisition and are not amortized, but are tested at least annually for impairment using a similar methodology to goodwill, as described above.
61




Aircraft Maintenance Deposits

Certain Airbus leases include contractually required maintenance deposit payments to the lessor, which collateralize the lessor for future maintenance events should the Company not perform required maintenance. Most of the lease agreements provide that maintenance deposits are reimbursable upon completion of the major maintenance event in an amount equal to the lesser of (i) the amount qualified for reimbursement from maintenance deposits held by the lessor associated with the specific major maintenance event or (ii) the qualifying costs related to the specific major maintenance event. The Company establishes accounting maintenance deposits as assets on the balance sheet using estimates of the anticipated timing and cost of the specific major maintenance events, such that the accounting deposits do not exceed the amount qualified for reimbursement. Aircraft maintenance deposits recorded on the consolidated balance sheets were $175$70 million and $242$140 million as of December 31, 20212023 and December 31, 2020.2022. As of December 31, 2023, all maintenance deposits are presented within Other current assets on the consolidated balance sheets.

Any expense associated with aircraft maintenance deposits which may not ultimately be claimable in the standard course of operating the aircraft is included in Aircraft maintenance in the consolidated statements of operations. Following the Company's decision in early 2022 to exit the Airbus fleet before contractual return timelines, expense associated with aircraft maintenance deposits, including impairment of those deposits which will not be claimed, was recognized ratably over the remaining operating period of the respective aircraft, and classified within Special items - fleet transition and other in the consolidated statement of operations. See Note 2 for further discussion of these special items.
 
Leased Aircraft Return Costs
 
Costs of returningto return leased aircraft are accrued when the costs are probable and reasonably estimable, usually beginning at leastover the twelve months prior to the lease return, unless a determination is made thatto remove the leased asset is removed from operation. If the leased aircraft is removed from the operating fleet, the estimated cost ofto return is accrued at the time of removal. If a leased aircraft has a known early retirement date in the future, the estimated cost to return is accrued through the retirement date. Any accrual is based on the time remaining on the lease, planned aircraft usage, and the provisions included in the lease agreement, although the actual amount due to any lessor upon return may not be known with certainty until lease termination.

As leased aircraft are returned, payments made reduce the outstanding lease return liability. OfAs of December 31, 2023, the total outstanding liability $53is $112 million and is included in Other accrued liabilities, and $114 million is included in Other liabilities on the consolidated balance sheets as of December 31, 2021, compared to $54$186 million included in Other accrued liabilities and $246$91 million included in Other liabilities on the consolidated balance sheets as of December 31, 2020 . 2022.

Expense associated with lease returns in the standard course of operating the aircraft is included in Aircraft maintenance in the consolidated statements of operations. Expense associated with lease returns when aircraft are permanently parked or anticipated to be removed from the fleet before its contractual return date is recorded as a charge at the date the aircraft is permanently parked, regardless of contractual return date, and is classified aswithin Special items - impairment chargesfleet transition and other in the consolidated statements of operations. See Note 2 for further discussion of these special items.

Airframe and Engine Maintenance Expense

Maintenance and repairs on our aircraft, other than engine maintenance on certain engines, are expensed when incurred. Major modifications that extend the life or improve the usefulness of aircraft are capitalized and depreciated over their estimated period of use. Maintenance on B737-800, B737-900ER, and E175 engines are covered under power-by-the-hour agreements with third parties, whereby the Company pays a determinable amount, and transfers risk, to a third party. For these agreements, the Company expenses the contract amounts based on engine usage.

Advertising Expenses
 
The Company's advertising expenses include advertising, sponsorship and promotional costs. Advertising production costs are expensed as incurred. Advertising expense was $63$78 million, $41$85 million, and $72$63 million during the years ended December 31, 2021, 20202023, 2022 and 2019.2021.

Derivative Financial Instruments
 
The Company's operations are significantly impacted by changes in aircraft fuel prices and interest rates. In an effort to manage exposure to these risks, the Company periodically entershas entered into fuel and interest rate derivative instruments. These derivative instruments are recognized at fair value on the balance sheet and changes in the fair value are recognized in AOCL or in the consolidated
62



statements of operations, depending on the nature of the instrument. Cash flows related to these derivative instruments are classified as operating cash flows within the consolidated statements of cash flows.

The Company does not apply hedge accounting to its derivative fuel hedge contracts, nor does it hold or issue them for trading purposes. For cash flow hedges related to interest rate swaps, the effective portion of the derivative represents the change in fair value of the hedge that offsets the change in fair value of the hedged item. To the extent the change in the fair value of the hedge does not perfectly offset the change in the fair value of the hedged item, the ineffective portion of the hedge is immediately recognized in interest expense.
Fair Value Measurements

Accounting standards define fair value asAs of December 31, 2023, the exchange price that would be received for an asset or paid to transfer a liability (an exit price)Company has suspended its crude oil hedge program. Our final position will settle in the principal or most advantageous market for the asset or liability in an orderly transaction between market
59



participants on the measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the usefirst quarter of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The Company has elected not to use the fair value option provided in the accounting standards for non-financial instruments. Accordingly, those assets and liabilities, including property, plant and equipment, goodwill, intangible assets and certain other assets and liabilities are carried at amortized cost. For financial instruments, the assets and liabilities are carried at fair value, which is determined based on the market approach or income approach, depending upon the level of inputs used. The leveling of inputs for financial and non-financial instruments are disclosed in this note, and Note 5.2025.

Income Taxes
 
The Company uses the asset and liability approach for accounting for and reporting income taxes. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance would be established, if necessary, for the amount of any tax benefits that, based on available evidence, are not expected to be realized. As of December 31, 2021,2023, there is a partial valuation allowance against net deferred tax assets. The Company accounts for unrecognized tax benefits in accordance with the applicable accounting standards.

See Note 8 to the consolidated financial statements for more discussion of income taxes.

Stock-Based Compensation
 
Accounting standards require companies to recognize expense over the service period based on the fair value of stock options and other equity-based compensation issued to employees estimated as of the grant date. These standards apply to all stock awards that the Company grants to employees as well as the Company’s Employee Stock Purchase Plan (ESPP), which features a look-back provision and allows employees to purchase stock at a 15% discount. All stock-based compensation expense is recorded in wages and benefits in the consolidated statements of operations.

Earnings Per Share (EPS)

Diluted EPS is calculated by dividing net income by the average common shares outstanding plus additional common shares that would have been outstanding assuming the exercise of in-the-money stock options and restricted stock units, using the treasury-stock method. In 2021 anti-dilutive stock options excluded from the calculation of EPS were not material.

Recently AdoptedRecent Accounting Pronouncements

In March 2020,November 2023, the FASB issued ASU 2020-04, "Reference Rate Reform2023-07, Segment Reporting (Topic 848)280)," which provides temporary optional expedientsrequires public entities to disclose information about their reportable segments’ significant expenses and exceptions to the current guidanceother segment items on contract modificationsan interim and hedge accounting to ease the financial reporting burden related to the expected market transition from LIBOR to alternative reference rates. In January 2021, the FASB updated Topic 848, providing additional clarificationannual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and scope relating to transition to alternative reference rates. The guidance was effective upon issuance and generally can be applied to applicable contract modifications throughfor interim periods within fiscal years beginning after December 31, 2022.15, 2024, with early adoption permitted. The Company is not expected to transition to alternative rates prior to fiscal year 2023. The Company does not expect adoption and transition to alternative reference rates will have a materialcurrently evaluating the impact on our consolidated financial statements.of adopting ASU 2023-07.

60In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), which requires public entities to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction on an annual basis. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.



NOTE 2. SPECIAL ITEMSFLEET TRANSITION

The public health and economic crisis resulting from the outbreak of COVID-19 in 2020 continues to have a significant impact on the Company. Although the relaxation of restrictions by state and local governments and the rollout of vaccination programs have allowed for the return of demand, passenger enplanements remain below pre-pandemic levels and variants continue to drive volatility in recovery. As a result,In 2022, the Company continuesannounced plans to fly less capacity than it had pre-pandemic.

Beginning in 2020,accelerate the Company implemented various cost-saving initiatives, including permanently parking aircraft, restructuring the workforce through early-outtransition of its mainline operations to an all-Boeing fleet. It also announced plans to transition its regional operations to an all-Embraer fleet. The removal of all A320 and incentive leave programs, and obtaining funding available under programs offered by the Treasury. As demand has improved and the business has grown back toward pre-pandemic flying levels, these programs have been adjusted to meet the needs of the airlines. The impacts of these programs for the years ended December 31, 2021 and 2020 are described further below.

Lease Return Costs

Alaska removed 40 leased AirbusQ400 aircraft from operating service was completed in 2020, and recorded an estimateJanuary 2023. The removal of the expected future lease return costs for theall A321neo aircraft of $209 million to Special items - impairment charges and other in the consolidated statements of operations. In 2021, the Company recorded a net benefit of $1 million associated with changes in these estimates. Lease return costs also include the write off of associated maintenance deposits when the Company no longer expects to perform maintenance events covered by those deposits. The Company continues to evaluate the estimated costs to return leased aircraft. The lease return cost estimates are based on the Company's best estimate of costs to return aircraft as of the date of this filing.

In 2021, Alaska initiated a plan to reactivate up to 12 previously parked Airbus aircraft to support Alaska's plan for restoring capacity to pre-pandemic levels by summer 2022. Nine of these reactivated aircraft returned to the operating fleet in 2021, with three more expected to be reactivated in early 2022. The Company currently anticipates all twelve aircraft temporarily returned to service will be removed again from operating service was completed in September 2023. During 2023, Alaska reached agreements with multiple lessors to exit its ten A321neo operating leases and purchase the aircraft. Alaska also reached an agreement to subsequently sell the ten aircraft to a third party. Nine aircraft purchases and eight sales closed by the end ofDecember 31, 2023. At this time, the Company does not anticipate the return to service of these aircraft will materially change estimated lease return costs previously recorded, as leases for aircraft returning to service generally expire within a near-term window.

Workforce restructuring

The Company's subsidiaries reduced their operating workforceremaining purchase and sales closed in 2020 to better align with the expected size of the business. To mitigate the need for involuntary furloughs, various early-out and voluntary leave programs were made available to all frontline work groups, in addition to incentive leave programs made available to Alaska pilots and mechanics. Through these programs over 600 employees took permanent early-outs, and over 3,300 employees took voluntary or incentive leaves. All employees on these temporary leave programs were called back to work by October 1, 2021.

In 2020, asJanuary 2024. As a result of these programs, the Company recorded $220 million in wage expense to Special items - restructuring charges inpurchase agreement with the consolidated statement of operations for those pilots and mechanics on incentive leaves, ongoing medical benefit coverage and lump-sum termination payments. Throughout 2021,lessor, the Company continued to refine and update capacity expectations and training schedules, which resulted in changes to anticipated leave lengths. As a result,operating lease associated with the Company recorded a net benefit of $10 million during the year endedaircraft that was not purchased by December 31, 2021.

The table below presents2023 was considered modified, and upon evaluation was reclassified as a roll forward of the outstanding voluntary leave liability (in millions):
Twelve Months Ended
December 31, 2021
Total voluntary leave liability balance at January 1$127 
Cash payments(105)
Charges and adjustments(10)
Total voluntary leave liability balance at December 31$12

The outstanding accrual at December 31, 2021 is for final payments to participants on a retirement incentive leave who will not return to active employment. The balance is reflected in accrued wages, benefits and payroll taxes on the consolidated balance sheet.finance lease.

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Impairment chargesValuation of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or circumstances indicate that the total carrying value of an asset or asset group may not be recoverable. In 2020,2023, the Company temporarily and permanently parked certain aircraft in response to the loss of demand driven by the COVID-19 pandemic. At that time, the Company performed impairment tests on certain long-lived and intangible assets, as well as receivable balances to evaluate recoverability. These impairment tests indicated impairment on the Q400 fleet, permanently parked Airbus aircraft, and related capital improvements, resulting inrecorded impairment charges of $363 million. The Company also identified certain intangible assets, purchase deposits, and receivable balances deemed unrecoverable, and recorded an additional $30$278 million in charges for those balances. The totalrelated to the A321neo fleet, reflecting the amount by which carrying value exceeded fair value of these special charges, lease return costs summarized above, the recognition of a legal settlement and other immaterial charges comprise the $627 million recorded asaircraft. This charge was included within Special items - impairment chargesfleet transition and other in the consolidated statements of operations.

Other Fleet Related Disclosure

As of December 31, 2023, the finance lease associated with the one A321neo that had not been purchased was included within Current portion of long-term debt and finance leases in the consolidated balance sheets. The two A321neo aircraft that had not been sold to the third party as of the balance sheet date were included within Other current assets.

There were also two A321neo aircraft sales to the third party that transacted in 2023 but were not paid in full until January 2024. The receivable balance associated with these transactions was included within Receivables - net on the consolidated statement of operations for the period ending December 31, 2020. In 2021, the Company did not identify any indicators of impairment of long-lived assets, goodwill, intangibles or receivables.balance sheets.

CARES Act FundingSpecial charges were also recognized during the year for other fleet transition costs, including accelerated aircraft ownership expenses, certain aircraft maintenance work performed as a result of the fleet retirements, adjustments to estimated costs to return the A320 fleet, and penalty rent for Airbus aircraft which have not yet been returned to the lessor as of the lease expiration date. Interest expense associated with the finance leases of $18 million for 2023 was recognized within Special items - net non-operating in the consolidated statements of operations.

In 2020, Alaska, Horizon,The following table summarizes our special charges for fleet transition costs related to our Airbus and McGee finalized agreementsQ400 fleets for the twelve months ended December 31, 2023 and 2022:
Twelve Months Ended December 31,
(in millions)20232022
Impairment of long-lived assets(a)
$268 $70 
Other costs(b)
124 426 
Special items - fleet transition and other$392 $496 
(a) Net of immaterial gains associated with the Treasury through the Payroll Support Program (PSP) under the Coronavirus Aid, Relief and Economic Security (CARES) Act, made available under the Consolidated Appropriations Act, 2020 (PSP 1). Under PSP 1 andsale of certain Q400 aircraft in 2023 that were previously impaired in 2022.
(b) Inclusive of immaterial activity associated agreements, Alaska, Horizon, and McGee received total funds of approximately $1.1 billion in 2020.

In 2021, Alaska, Horizon and McGee finalized agreements with the Treasury through an extension of the PSP, made available under the Consolidated Appropriations Act, 2021 (PSP 2)agreement to acquire Hawaiian Airlines recorded in 2023 and received an additional $626 million.

Alaska, Horizon and McGee also finalized additional agreements$15 million associated with the Treasury under a third round of the PSP, made available under the American Rescue Plan of 2021 (PSP 3), and received total funds of $585 million.

Total funds contracted from the Treasury under the Payroll Support Programs are allocated as follows (in millions):
GrantsLoansWarrantsTotal Proceeds
PSP 1$757 $293 $$1,059 
PSP 2457 160 626 
PSP 3431 147 585 
Total$1,645 $600 $25 $2,270 

Funds were exclusively used for payment of employee salaries, wages and benefits. In 2021 and 2020, $892 million and $753 millioncertain incremental litigation accrual costs recorded in PSP grant funds were recorded as an offset to wages, salaries and benefits as eligible expenses were incurred. Also included within the annual total offset are employee retention credits as provided for in the CARES Act of $21 million in 2021 and $29 million in 2020. The Company does not expect to record additional wage offsets in 2022.

Upon receipt of the funds issued under PSP 3, certain conditions and restrictions were extended. These conditions include, but are not limited to, refraining from conducting involuntary furloughs or reducing employee pay rates of pay through September 30, 2021, and placing limits on executive compensation through April 1, 2023. The conditions also included suspension of dividends and share repurchases through September 30, 2022.

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 areis passenger ancillary revenuesrevenue such as bagchecked-bag fees, on-board food and beverage, ticket change fees, and certain revenue from the frequent flyer program. In 2020, the Company eliminated ticket change fees indefinitely from main cabin and first class fares. Mileage Plan other revenue includes brand and marketing revenue from our co-branded credit card and other partners and certain interline frequent flyer revenue, net of commissions. Cargo and other revenue includes freight and mail revenue, and to a lesser extent, other ancillary revenue products such as lounge membership and certain commissions.

The Company disaggregates revenue by segment in Note 13.14. The level of detail within the Company’s consolidated statements of operations, segment disclosures, and in this footnote depict the nature, amount, timing and uncertainty of revenue and how cash flows are affected by economic and other factors.

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Passenger Ticket and Ancillary Services Revenue

The primary performance obligation on a typical passenger ticket is to provide air travel to the passenger. Ticket revenue is collected in advance of travel and recorded as ATLair traffic liability on the consolidated balance sheets. The Company satisfies its performance obligation and recognizes ticket revenue for each flight segment when the transportation is provided.

Ancillary passenger revenues relaterevenue relates to items such as checked-bag fees ticket change fees (prior to 2021), and on-board food and beverage sales, all of which are provided at time of flight. As such, the obligation to perform these services is satisfied at the time of travel and is recorded with ticket revenue in Passenger revenue.

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Revenue is also recognized for tickets that are expected to expire unused, a concept referred to as “passenger ticket breakage.” Passenger ticket breakage is recorded at the intended travel date using estimates made at the time of sale based on the Company’s historical experience of expired tickets, and other facts such as program changes and modifications. Differences between advance passenger ticket breakage estimates and actual expirations are recognized as revenue when changes to estimate assumptions are observed or when tickets are no longer valid.

In addition to selling tickets on its own marketed flights, Alaska has interline agreements with partner airlines under which it sells multi-city tickets with one or more segments of the trip flown by a partner airline, or it operates a connecting flight sold by a partner airline. Each segment in a connecting flight represents a separate performance obligation. Revenue on segments sold and operated by the Company is recognized as Passenger revenue in the gross amount of the allocated ticket price when the travel occurs, while the commission paid to the partner airline is recognized as a selling expense when the related transportation is provided. Revenue on segments operated by a partner airline is deferred for the full amount of the consideration received at the time the ticket is sold and, once the segment has been flown the Company records the net amount, after compensating the partner airline, as Cargo and other revenue.

A portion of revenue from the Mileage Plan program is recorded in Passenger revenue. As members are awarded mileage credits on flown tickets, these credits become a distinct performance obligation to the Company. The Company allocates the transaction price to each performance obligation identified in a passenger ticket contract on a relative standalone selling price basis. The standalone selling price for loyalty mileage credits issued is discussed in the Loyalty Mileage Creditsmileage credits section of this Note below. The amount allocated to the mileage credits is deferred on the balance sheet. Once a member travels using a travel award redeemed with mileage credits on one of the Company's airline carriers, the revenue associated with those mileage credits is recorded as Passenger revenue.

Taxes collected from passengers, including transportation excise taxes, airport and security fees, and other fees, are recorded on a net basis within Passenger revenue in the consolidated statements of operations.

Passenger revenue recognized in the consolidated statements of operations (in millions):
Twelve Months Ended December 31,
202120202019
Passenger ticket revenue, including ticket breakage and net of taxes and fees$4,533 $2,428 $6,824 
Twelve Months Ended December 31,Twelve Months Ended December 31,
2023202320222021
Passenger ticket revenue, net of taxes and fees
Passenger ancillary revenuePassenger ancillary revenue327 245 567 
Mileage Plan passenger revenueMileage Plan passenger revenue639 346 704 
Total Passenger revenueTotal Passenger revenue$5,499 $3,019 $8,095 

As passenger tickets and related ancillary services are primarily sold via credit cards, certain amounts due from credit card processors are recorded as airline traffic receivables. These credit card receivables and receivables from our affinity credit card partner represent $167$243 million and $83$201 million on the consolidated balance sheets as of December 31, 20212023 and 2020.2022.

For performance obligations with performance periods of less than one year, GAAP provides a practical expedient that allows the Company not to disclose the transaction price allocated to remaining performance obligations and the timing of related revenue recognition. As passenger tickets expire one year from ticketing, if unused or not exchanged, the Company elected to apply this practical expedient.

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Mileage Plan Loyalty Program

Loyalty mileage credits

The Company’s Mileage Plan loyalty program provides frequent flyer travel awards to program members based upon accumulated loyalty mileage credits. Mileage credits are earned through travel, purchases using the Mileage Plan co-branded credit card and purchases from other participating partners. The program has a 24-month expiration period for unusedOutstanding mileage credits from the month of last account activity. In response to the COVID-19 pandemic, the Company suspendedhave no expiry of outstanding mileage credits through June 30, 2022.date. The Company offers redemption of mileage credits through free, discounted, or upgraded air travel on flights operated by Alaska and its regional partners or on one of its 2330 partners, as well as redemption at partner hotels.

The Company uses a relative standalone selling price to allocate consideration to material performance obligations in contracts with customers that include loyalty mileage credits. As directly observable selling prices for mileage credits are not available, the Company determines the standalone selling price of mileage credits primarily using actual ticket purchase prices for similar tickets flown, adjusted for the likelihood of redemption, or breakage. In determining similar tickets flown, the
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Company considers current market prices, class of service, type of award, and other factors. For mileage credits accumulated through travel on partner airlines, the Company uses actual consideration received from the partners.

Revenue related to air transportation is deferred in the amount of the relative standalone selling price allocated to the loyalty mileage credits as they are issued. The Company satisfies its performance obligation when the mileage credits are redeemed and the related air transportation is delivered.

The Company estimates breakage for the portion of loyalty mileage credits not expected to be redeemed using a statistical analysis of historical data, including actualsource of mileage credits expiring,credit earned, slow-moving, and low-credit accounts, among other factors. The Company recognizes breakage rate for the twelve months ended December 31, 2021 and 2020 was 17.4%.proportionally as mileage credits are redeemed. The Company reviews the breakage rate used on an annual basis.

Co-brandCo-branded credit card agreements and other

In addition to mileage credits, the co-brandco-branded credit card agreements,agreement, referred to herein as the Agreements,Agreement, also includeincludes performance obligations for waived bag fees, Companion Fare™Fare offers to purchase an additional ticket at a discount, marketing, priority boarding, and the use of intellectual property including the brand (unlimited access to the use of the Company’s brand and frequent flyer member lists), which is the predominant element in the Agreement. The co-brandco-branded card bank partners arepartner is the customer for some elements, including the brand and marketing, while the Mileage Plan member is the customer for other elements such as mileage credits, bag waivers, priority boarding and companion fares.

At the inception of the Agreement, management estimated the selling price of each of the performance obligations. The objective was to determine the price at which a sale would be transacted if the product or service was sold on a stand-alone basis. The Company determined its best estimate of selling price for each element by considering multiple inputs and methods including, but not limited to, the estimated selling price of comparable travel, discounted cash flows, brand value, published selling prices, number of miles awarded, and number of miles redeemed. The Company estimated the selling prices and volumes over the term of the Agreement in order to determine the allocation of proceeds to each of the multiple deliverables. The estimates of the standalone selling prices of each element do not change subsequent to the original valuation of the contract unless the contract is materially modified, but the allocation between elements may change based upon the actual and updated projected volumes of each element delivered during the term of the contract.

Consideration received from the banksbank is variable and is primarily from consumer spend on the card, among other items. The Company allocates consideration to each of the performance obligations, including mileage credits, waived bag fees, companion fares, and brand and marketing, using their relative standalone selling price. Because the performance obligation related to providing use of intellectual property including the brand is satisfied over time, it is recognized in Mileage Plan other revenue in the period that those elements are sold. The Company records passenger revenue related to the air transportation and certificates for discounted companion travel when the transportation is delivered.

In contracts with non-bank partners, the Company has identified two performance obligations in most cases - travel and brand. The travel performance obligation is deferred until the transportation is provided in the amount of the estimated standalone selling price of the ticket, less breakage, and the brand performance obligation is recognized using the residual method as commission revenue when the brand element is sold. Mileage credit sales recorded under the residual approach are immaterial to the overall program.
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Partner airline loyalty

Alaska has interline arrangements with certain airlines whereby its members may earn and redeem Mileage Plan credits on those airlines, and members of a partner airline’s loyalty program may earn and redeem frequent flyer program credits on flights operated by Alaska and its regional partners. When a Mileage Plan member earns credits on a partner airline, the partner airline remits a contractually-agreed upon fee to the Company which is deferred until credits are redeemed. When a Mileage Plan member redeems credits on a partner airline, the Company pays a contractually agreed upon fee to the other airline, which is netted against the revenue recognized associated with the award travel. When a member of a partner airline redeems frequent flyer credits on Alaska, the partner airline remits a contractually-agreed upon amount to the Company, recognized as Passenger revenue upon travel. If the partner airline’s member earns frequent flyer program credits on an Alaska flight, the Company remits a contractually-agreed upon fee to the partner airline and records a commission expense.

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Mileage Plan revenue included in the consolidated statements of operations (in millions):
Twelve Months Ended December 31,
202120202019
Twelve Months Ended December 31,Twelve Months Ended December 31,
2023202320222021
Passenger revenuePassenger revenue$639 $346 $704 
Mileage Plan other revenueMileage Plan other revenue461 374 465 
Total Mileage Plan revenueTotal Mileage Plan revenue$1,100 $720 $1,169 

Mileage Plan other revenue is primarily brand and marketing revenue from our affinity card products.

Cargo and Other Revenue

The Company provides freight and mail services (cargo). The majority of cargo services are provided to commercial businesses and the United States Postal Service. The Company satisfies cargo service performance obligations and recognizes revenue when the shipment arrives at its final destination, or is transferred to a third-party carrier for delivery.

The Company also earns other revenue for lounge memberships, hotel and car commissions, travel insurance, and certain other immaterial items not intrinsically tied to providing air travel to passengers. Revenue is recognized when these services are rendered and recorded as Cargo and other revenue. The transaction price for Cargo and other revenue is the price paid by the customer.

Cargo and other revenue included in the consolidated statements of operations (in millions):
Twelve Months Ended December 31,
202120202019
Twelve Months Ended December 31,Twelve Months Ended December 31,
2023202320222021
Cargo revenueCargo revenue$124 $112 $133 
Other revenueOther revenue92 61 88 
Total Cargo and other revenueTotal Cargo and other revenue$216 $173 $221 

Air Traffic Liability and Deferred Revenue

Passenger ticket and ancillary services liabilities

The Company recognized Passenger revenue of $703$823 million and $502$700 million from the 20202022 and 20192021 year-end air traffic liability balance during the twelve months ended December 31, 20212023 and 2020.2022.

Included within the air traffic liability on the consolidated balance sheets is an outstanding liability for travel credits that guests may utilize for future travel. A high volume of credits were issued in 2020 as a result of the COVID-19 pandemic, and issuance levels in 2021 normalized, though remain above pre-pandemic levels. In April 2021, as part of the Company's COVID-19 relief measures, travel credits that were set to expire at any point in 2021 were extended through December 31, 2021 for possible travel through November 30, 2022. Of these credits, those not redeemed for travel by December 31, 2021 expired and were recognized as revenue in 2021.

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Mileage Plan liabilities

The total deferred revenue liability included on the consolidated balance sheets represents the remaining transaction price that has been allocated to Mileage Plan performance obligations not yet satisfied by the Company. In general, the current amounts will be recognized as revenue within 12 months and the long-term amounts will be recognized as revenue over a period of approximately three to four years. This period of time represents the average time that members have historically taken to earn and redeem miles.

The Company records a receivable for amounts due from the affinity card partner and from other partners as mileage credits are sold until the payments are collected. The Company had $62$102 million and $48$83 million of such receivables as of December 31, 20212023 and December 31, 2020.2022.

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Mileage credits are combined into one homogeneous pool and are not specifically identifiable.identifiable once deposited. As such, loyalty revenuesrevenue disclosed earlier in this Note are comprised of miles that were part of the deferred revenue and liabilities balances at the beginning of the period and miles that were issued during the period. The table below presents a roll forward of the total frequent flyer liability (in millions):
Twelve Months Ended December 31,
20212020
Twelve Months Ended December 31,Twelve Months Ended December 31,
202320232022
Total Deferred Revenue balance at January 1Total Deferred Revenue balance at January 1$2,277 $1,990 
Travel miles and companion certificate redemption - Passenger revenueTravel miles and companion certificate redemption - Passenger revenue(639)(346)
Miles redeemed on partner airlines - Other revenueMiles redeemed on partner airlines - Other revenue(43)(23)
Increase in liability for mileage credits issuedIncrease in liability for mileage credits issued763 656 
Total Deferred Revenue balance at December 31Total Deferred Revenue balance at December 31$2,358 $2,277 

Selling Costs

Certain costs such as credit card fees, travel agency and other commissions paid, as well as Global Distribution Systems booking fees, are incurred when the Company sells passenger tickets and ancillary services in advance of the travel date. The Company defers such costs and recognizes them as expenses when the travel occurs. Prepaid expense recorded on the consolidated balance sheets for such costs was $37$35 million and $24$33 million as of December 31, 20212023 and December 31, 2020.2022. The Company recorded related expense on the consolidated statements of operations of $90$334 million, $43$311 million and $208$90 million for the twelve months ended December 31, 2021, 20202023, 2022, and 2019.2021.

NOTE 4. DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT

Fuel Hedge Contracts

The Company’s operations are inherently dependent upon the price and availability of aircraft fuel. To manage economic risks associated with fluctuations in aircraft fuel prices, the Company periodically entershas historically entered into call options for crude oil. As of December 31, 2021,2023, the Company had outstanding fuel hedge contracts covering approximately 425324 million gallons of crude oil that will be settled frombetween January 2022 to June2024 and March 2025. The hedge program was suspended in the fourth quarter of 2023.

Interest Rate Swap Agreements

The Company is exposed to market risk from adverse changes in variable interest rates on long-term debt. To manage this risk, the Company periodically enters into interest rate swap agreements. As of December 31, 2021,2023, the Company has 12had interest rate swap agreements with third parties designed to hedge the volatility of the underlying variable interest rates on $469$253 million of debt. All of the interest rate swap agreements stipulate that the Company pay a fixed interest rate and receive a floating interest rate over the term of the underlying contracts. All significant terms of the swap agreements match the terms of the underlying hedged items and have been designated as qualifying hedging instruments, which are accounted for as cash flow hedges.

As qualifying cash flow hedges, the interest rate swaps are recognized at fair value on the balance sheet, and changes in the fair value are recognized in accumulated other comprehensive loss. The effective portion of the derivative represents the change in fair value of the hedge that offsets the change in fair value of the hedged item. To the extent the change in fair value of the hedge does not perfectly offset the change in the fair value of the hedged item, the ineffective portion of the hedge is recognized in interest expense, if material.

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Fair Values of Derivative Instruments

Fair values of derivative instruments on the consolidated balance sheet (in millions):
20212020
Fuel hedge contracts (not designated as hedges)
Prepaid expenses and other current assets$71 $11 
Other assets10 
Interest rate swaps (designated as hedges)
Other accrued liabilities(6)(10)
Other liabilities(3)(15)
Gains (losses) in accumulated other comprehensive loss (AOCL)17 (21)
20232022
Fuel hedge contracts (not designated as hedges)
Other current assets$10 $33 
Other assets1 11 
Interest rate swaps (designated as hedges)
Other current assets6 
Other noncurrent assets2 
(Losses)/gains in accumulated other comprehensive loss (AOCL)(7)23 

The net cash received from settlements offset by cash paid for new fuel hedge positions was $38$29 million during 2021,2023, compared to net cash paidreceived of $14 million and $19$130 million during 20202022 and 2019.net cash received of $38 million during 2021.

Pretax effect of derivative instruments on earnings and AOCL (in millions):
202120202019
Fuel hedge contracts (not designated as hedges)
Gains (losses) recognized in Aircraft fuel$104 $(10)$(10)
Interest rate swaps (designated as hedges)
Losses recognized in Aircraft rent (3)(3)
Gains (losses) recognized in other comprehensive income (OCI)17 (21)(13)
202320222021
Fuel hedge contracts (not designated as hedges)
(Losses)/gains recognized in Aircraft fuel$(62)$93 $104 
Interest rate swaps (designated as hedges)
(Losses)/gains recognized in other comprehensive income (OCI)(7)23 17 

The amounts shown as recognized in aircraft rent for cash flow hedges (interest rate swaps) represent the realized losses transferred out of AOCL to aircraft rent. LossesGains related to interest rate swaps on variable rate debt of $10$8 million were recognized in interest expense during 2021.2023. The amounts shown as recognized in OCI are prior to the losses recognized in aircraft rent during the period. The Company expects to reclassify from OCI $6 million in interest expenseincome within the next twelve months.

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NOTE 5. FAIR VALUE MEASUREMENTS

In determiningAccounting standards define fair value there isas the exchange price that would be received for an asset or paid to transfer a three-level hierarchy basedliability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the reliabilitymeasurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs used. when measuring fair value. There are three levels of inputs that may be used to measure fair value:

Level 1 refers to fair values based on quoted - Quoted prices in active markets for identical assets or liabilities. Level 2 refers to fair values estimated using significant other observable inputs and Level 3 refers to fair values estimated using significant unobservable inputs.

Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
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Fair Value of Financial Instruments on a Recurring Basis

As of December 31, 2021, total cost basis for marketable securities was $2.6 billion. There were no significant differences between the cost basis and fair value of any individual class of marketable securities.

Fair values of financial instruments on the consolidated balance sheet (in millions):
December 31, 2021December 31, 2020
Level 1Level 2TotalLevel 1Level 2Total
December 31, 2023December 31, 2023December 31, 2022
Level 1Level 1Level 2TotalLevel 1Level 2Total
AssetsAssets
Marketable securitiesMarketable securities
Marketable securities
Marketable securities
U.S. government and agency securities
U.S. government and agency securities
U.S. government and agency securitiesU.S. government and agency securities$331 $ $331 $407 $— $407 
Equity mutual fundsEquity mutual funds6  6 — 
Foreign government bondsForeign government bonds 38 38 — 20 20 
Asset-backed securitiesAsset-backed securities 311 311 — 224 224 
Mortgage-backed securitiesMortgage-backed securities 232 232 — 290 290 
Corporate notes and bondsCorporate notes and bonds 1,663 1,663 — 978 978 
Municipal securitiesMunicipal securities 65 65 — 50 50 
Total Marketable securitiesTotal Marketable securities337 2,309 2,646 414 1,562 1,976Total Marketable securities392 1,118 1,118 1,510 1,510 510 510 1,569 1,569 2,0792,079
Derivative instrumentsDerivative instruments
Fuel hedge contracts - call optionsFuel hedge contracts - call options 81 81 — 15 15 
Fuel hedge contracts - call options
Fuel hedge contracts - call options
Interest rate swap agreements
Total AssetsTotal Assets$337 $2,390 $2,727 $414 $1,577 $1,991 
Liabilities
Derivative instruments
Interest rate swap agreements (9)(9)— (25)(25)
Total Liabilities$��� $(9)$(9)$— $(25)$(25)

The Company uses the market and income approach to determine the fair value of marketable securities. U.S. government securities and equity mutual funds are Level 1 as the fair value is based on quoted prices in active markets. The remaining marketableForeign government bonds, asset-backed securities, instrumentsmortgage-backed securities, corporate notes and bonds, and municipal securities are Level 2 as the fair value is based on standard valuation models that calculate values fromare calculated based on observable inputs such as quoted interest rates, yield curves, credit ratings of the security and other observable market information.

The Company uses the market approach and the income approachesapproach to determine the fair value of derivative instruments. The fair value for fuel hedge call options is determined utilizing an option pricing model that usesbased on inputs that are readily available in active markets or can be derived from information available in active markets. In addition, the fair value considers the exposure to credit losses in the event of non-performance by counterparties. Interest rate swap agreements are Level 2 as the fair value of these contracts isare determined based on the difference between the fixed interest rate in the agreements and the observable LIBOR-based interest SOFR-based forward rates at period end multiplied by the total notional value.

Activity and Maturities for Marketable Securities

As of December 31, 2023, total cost basis for marketable securities was $1.6 billion, compared to a fair value of $1.5 billion. Unrealized losses from marketable securities are primarily attributable to changes in interest rates.

The Company completes an analysis of the marketable securities portfolio using both quantitative and qualitative methods to identify potential expected credit losses. Management does not believe any unrealized losses are the result of expected credit losses based on the Company's evaluation of available evidence as of December 31, 2021.2023. Refer to Note 1 for additional information about this analysis.

Proceeds from sales of marketable securities were $3.6$1.2 billion, $2.3 billion, and $1.7$3.6 billion in 2021, 2020,2023, 2022, and 2019.2021.

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Maturities for marketable securities (in millions):
December 31, 2021Cost BasisFair Value
Due in one year or less$1,064 $1,065 
Due after one year through five years1,537 1,532 
Due after five years44 42 
Total$2,645 $2,639 

As of December 31, 2021, $6 million of total marketable securities do not have a maturity date and are therefore excluded from the total fair value of maturities for marketable securities above.
December 31, 2023Cost BasisFair Value
Due in one year or less$372 $366 
Due after one year through five years1,126 1,091 
Due after five years through nine years36 33 
Due after 10 years17 15 
No maturity date
Total$1,555 $1,510 

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.

Cash, Cash Equivalents, and Restricted Cash: Cash equivalents consist of highly liquid investments with original maturities of three months or less, such as money market funds, commercial paper and certificates of deposit. They are carried at cost, which approximates fair value.

The Company's restricted cash balances are primarily used to guarantee various letters of credit, self-insurance programs or other contractual rights. Restricted cash consists of highly liquid securities with original maturities of three months or less. They are carried at cost, which approximates fair value.

Debt: To estimate the fair value of all fixed-rate debt as of December 31, 2021,2023, the Company uses the income approach by discounting cash flows or estimation using quoted market prices, utilizing borrowing rates for comparable debt over the remaining life of the outstanding debt. The estimated fair value of the fixed-rate Enhanced Equipment Trust Certificate (EETC) debt is Level 2, as it is estimated using observable inputs, while the estimated fair value of $763$571 million of other fixed-rate debt, including PSP notes payable, is classified as Level 3, as it is not actively traded and is valued using discounted cash flows which is an unobservable input.

Fixed-rate debt on the consolidated balance sheet and the estimated fair value of long-term fixed-rate debt (in millions):
December 31, 2023December 31, 2023December 31, 2022
December 31, 2021December 31, 2020
Fixed-rate debt
Fixed-rate debt
Total fixed rate debt$1,821 $1,662 
Fixed-rate debt
Estimated fair valueEstimated fair value$1,919 $1,778 
Estimated fair value
Estimated fair value

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 lease assets, goodwill, and intangible assets. These assets are subject to fair valuation when there is evidence of impairment. Refer to Note 2 for discussion regarding impairment charges recorded in the year.

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NOTE 6. LONG-TERM DEBT
 
Long-term debt obligations on the consolidated balance sheet (in millions):
20212020 20232022
Fixed-rate notes payable due through 2029Fixed-rate notes payable due through 2029$163 $198 
Fixed-rate PSP note payable due through 2031Fixed-rate PSP note payable due through 2031600 290 
Fixed-rate EETC payable due through 2025 & 2027Fixed-rate EETC payable due through 2025 & 20271,058 1,174 
Variable-rate notes payable due through 2029738 1,866 
Less debt issuance costs and unamortized debt discount(20)(33)
Variable-rate notes payable due through 2035
Less debt issuance costs
Total debtTotal debt2,539 3,495 
Less current portion366 1,138 
Less current portion(a)
Long-term debt, less current portionLong-term debt, less current portion$2,173 $2,357 
Weighted-average fixed-interest rateWeighted-average fixed-interest rate3.7 %4.3 %
Weighted-average fixed-interest rate
Weighted-average fixed-interest rate3.4 %3.5 %
Weighted-average variable-interest rateWeighted-average variable-interest rate1.3 %1.9 %Weighted-average variable-interest rate6.8 %5.8 %
(a) Excludes finance lease liabilities recognized within Current portion of long-term debt and finance leases in the consolidated balance sheets as of December 31, 2023.
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Approximately $469$253 million of the Company's total variable-rate notes payable are effectively fixed via interest rate swaps at December 31, 2021, bringing the2023, resulting in an effective weighted-average interest rate for the full debt portfolio to 3.3%of 4.4%.

During 2021,2023, the Company's totalCompany incurred debt decreased $956of $595 million from multiple lenders and sources. New debt includes proceeds of $416 million which is secured by aircraft. Additionally, $179 million was incurred as part of an agreement to finance certain E175 deliveries. Debt from this agreement is reflected as a non-cash transaction within the resultsupplemental disclosures in the consolidated statements of cash flows. The Company made debt payments of $1.3 billion, including $923$282 million in prepayments. Payments were offset by issuances of $363 million, including $311 million of unsecured loans from the PSP and $54 million in proceeds from issuance of debt.2023.

CARES Act Loan

In 2020, the Company finalized an agreement with the Treasury to obtain up to $1.9 billion via a secured term loan facility. In 2020, the Company drew $135 million under the agreement, which was used for general corporate purposes and certain operating expenses in accordance with the terms and conditions of the loan agreement and the applicable provisions of the CARES Act. The full balance was repaid in the second quarter of 2021. In accordance with the related agreement, the facility terminated at the time of repayment.

Debt Maturity

At December 31, 2021,2023, long-term debt principal payments for the next five years and thereafter are as follows (in millions):
Total Total
2022$371 
2023334 
20242024240 
20252025261 
20262026176 
2027
2028
ThereafterThereafter1,177 
Total principal payments$2,559 
Total Principal Payments
 
Bank Lines of Credit
 
Alaska has 3three credit facilities totaling $486$626 million as of December 31, 2021.2023. One of the credit facilitiesfacility is for $150 million, expires in March 2025, and is secured by certain accounts receivable, spare engines, spare parts, and ground service equipment. A second credit facility is for $250$400 million, expires in June 20242026, and is secured by aircraft. Both facilities have variable interest rates based on LIBORSOFR plus a specified margin. A third credit facility is for $86$76 million, expires in June 20222024, and is secured by aircraft.

Alaska has secured letters of credit against the third facility, but has no plans to borrow using either of the other two facilities. All credit facilities have a requirement to maintain a minimum unrestricted cash and marketable securities balance of $500 million. Alaska was in compliance with this covenant at December 31, 2021.2023.

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NOTE 7. LEASES

The Company leases property and equipment through operating leases and categorizes these leases into fivefour asset classes: aircraft, capacity purchase arrangements for aircraft operated by third-party carriers (CPA aircraft), airport and terminal facilities, and corporate real estate and other equipment. AllExcept for one finance lease described more fully below, all capitalized lease assets have been recorded on the consolidated balance sheet as of December 31, 20212023 as Operating lease assets, with the corresponding liabilities recorded as Operating lease liabilities. Operating rent expense is recognized on a straight-line basis over the term of the lease.

The Company has elected the practical expedient under ASC 842 - Leases, allowing a policy election to exclude from recognition short-term lease assets and lease liabilities for leases with an initial term of twelve months or less. Such expense was not material for the twelve months ended December 31, 2021, 2020,2023, 2022, and 2019.2021.



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Operating lease assets balance by asset class was as follows (in millions):
December 31, 2021December 31, 2020
December 31, 2023December 31, 2023December 31, 2022
AircraftAircraft$782 $750 
CPA AircraftCPA Aircraft600 579 
Airport and terminal facilitiesAirport and terminal facilities16 16 
Corporate real estate and otherCorporate real estate and other55 55 
Total Operating lease assets$1,453 $1,400 
Total Operating Lease Assets

Aircraft

At December 31, 2021, Alaska had operating leases for 10 Boeing 737-800, 5 Boeing 737-9,ten B737-800, one B737-800 freighter, and 61 Airbus14 B737-9 aircraft and Horizonthat were operating as of December 31, 2023. Alaska also had operating leases for 7 Bombardier Q400 aircraft.16 non-operating A320 aircraft that are still awaiting lease return in 2024, for which no asset balance remains. Remaining lease terms for theseB737 passenger aircraft extend up to 12 years some withand the remaining lease term for the B737 freighter aircraft extends for 11 years. Some leases have options to extend, subject to negotiation at the end of the term. As extension is not certain, and rates are highly likely to be renegotiated, the extended term is only capitalized when it is reasonably determinable. While aircraft rent is primarily fixed, certain leases contain rental adjustments throughout the lease term which would be recognized as variable expense as incurred. Variable lease expense for aircraft for the twelve months ended December 31, 2023, 2022, and 2021 2020, and 2019 was $5$10 million, $1$10 million, and $4$5 million.

Alaska also had one finance lease for a non-operating A321neo aircraft as of December 31, 2023 that Alaska subsequently purchased and then sold in January 2024. Refer to Note 2 to the consolidated financial statements for additional discussion of this lease.

Capacity purchase agreements with aircraft (CPA aircraft)

At December 31, 2021,2023, Alaska had CPAs with two carriers, including the Company’s wholly-owned subsidiary, Horizon. Horizon sells 100% of its capacity under a CPA with Alaska. Alaska also has a CPA with SkyWest covering 3242 E175 aircraft to fly certain routes in the Lower 48 and Canada.aircraft. Under these agreements,this agreement, Alaska pays the carrierscarrier an amount which is based on a determination of their cost of operating those flights and other factors intended to approximate market rates for those services. AsAlaska's CPA with Horizon, is a wholly-ownedwholly owned subsidiary, intercompany leases between Alaska and Horizon havedoes not been recognized under the standard.involve any leased aircraft.

Remaining lease terms for CPA aircraft extend up to nine11 years. Financial arrangements of the CPAsCPA include a fixed component, representing the costs to operate each aircraft which is capitalized. CPAsThe CPA also includeincludes variable rent based on actual levels of flying, which is expensed as incurred. Variable lease expense for CPA aircraft for the twelve months ended December 31, 2021, 2020,2023, 2022, and 20192021 was not material.

Airport and terminal facilities

The Company leases ticket counters, gates, cargo and baggage space, lounge space, office space and other support areas at numerous airports. For this asset class, the Company has elected to combine lease and non-lease components. The majority of airport and terminal facility leases are not capitalized because they do not meet the definition of controlled assets under the standard, or because the lease payments are entirely variable. For airports where leased assets are identified, and where the contract includes fixed lease payments, operating lease assets and lease liabilities have been recorded. The Company is also commonly responsible for maintenance, insurance and other facility-related expenses and services under these agreements.
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These costs are recognized as variable expense in the period incurred. Airport and terminal facilities variable lease expense for the twelve months ended December 31, 2023, 2022, and 2021 2020, and 2019 was $377$447 million, $286$381 million, and $322$377 million.

Starting in 2018, the Company leased twelve airport slots at LaGuardia Airport and eight airport slots at Reagan National Airport to a third party. Starting in 2022, the Company leased one airport gate at Dallas Love Field Airport to a third party. For these leases, the Company recorded $16$15 million, $14$15 million, and $13$16 million of lease incomerevenue during the twelve months ended December 31, 2021, 2020,2023, 2022, and 2019.2021.

Corporate real estate and other leases

Leased corporate real estate is primarily for office space in hub cities, datatraining centers, land leases, and reservation centers. For this asset class, the Company has elected to combine lease and non-lease components under the standard. Other leased assets are comprised of other ancillary contracts and items including leased flight simulators, ground equipment, and spare engines. Variable lease expense related to corporate real estate and other leases for the twelve months ended December 31, 2023, 2022, and 2021 2020, and 2019 was $17$15 million, $12$27 million, and $10$17 million.

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Sale-leaseback transaction

In 2020, Alaska entered into a transaction to sell ten owned Airbus A320 aircraft and replace those aircraft with 13 new leased Boeing 737-9 aircraft. Also included in the transaction is the leaseback of all ten Airbus aircraft in the interim period between the sale of those aircraft and delivery of the first ten 737-9 aircraft. Of these deliveries, five were received in 2021, with the remaining eight scheduled in 2022.

Components of Lease Expense

The impact of leases, including variable lease cost, was as follows (in millions):
Classification202120202019
ClassificationClassification202320222021
ExpenseExpense
AircraftAircraft rent$174 $215 $246 
Aircraft(a)
Aircraft(a)
Aircraft(a)
CPA AircraftCPA AircraftAircraft rent80 80 79 
Airport and terminal facilitiesAirport and terminal facilitiesLanding fees and other rentals379 288 324 
Corporate real estate and otherCorporate real estate and otherLanding fees and other rentals21 19 19 
Total lease expenseTotal lease expense$654 $602 $668 
RevenueRevenue
Lease incomeCargo and other revenues(16)(14)(13)
Lease revenue
Lease revenue
Lease revenue
Net lease impactNet lease impact$638 $588 $655 
(a) Aircraft lease expense excludes the portion of aircraft rent that was accelerated due to the fleet transition and recorded to Special items - fleet transition and other, as well as interest expense associated with certain A321neo finance leases recorded to Special items - net non-operating within the consolidated statements of operations. Refer to Note 2 to the consolidated financial statements for additional information.

Supplemental Cash Flow Information

During the year ended December 31, 2021,2023, the Company paid $359$348 million for capitalized operating leases. The Company also acquired $273leases and $211 million of operating lease assets in exchange for assumption of the same total of operating lease liabilities, inclusive of lease extensions.capitalized finance leases.

Lease Term and Discount Rate

As most leases do not provide an implicit interest rate, the Company generally utilizes the incremental borrowing rate (IBR) based on information available at the commencement date of the lease to determine the present value of lease payments. The weighted average IBR and weighted average remaining lease term (in years) for all asset classes were as follows at December 31, 2021.2023.
Weighted Average IBRWeighted Average Remaining Lease term
Weighted Average IBRWeighted Average IBRWeighted Average Remaining Lease Term
AircraftAircraft3.9 %7.2Aircraft5.5 %9.3
CPA AircraftCPA Aircraft3.3 %8.6CPA Aircraft7.0 %7.8
Airports and terminal facilities4.1 %8.6
Airport and terminal facilitiesAirport and terminal facilities5.3 %6.7
Corporate real estate and otherCorporate real estate and other4.1 %29.6Corporate real estate and other5.4 %26.6

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Maturities of Lease Liabilities

Future minimum lease payments under non-cancellable leases as of December 31, 20212023 (in millions):
Aircraft(a)
CPA AircraftAirport and Terminal FacilitiesCorporate Real Estate and Other
2022$221 $84 $$11 
2023158 84 
Aircraft(a)
Aircraft(a)
CPA AircraftAirport and Terminal FacilitiesCorporate Real Estate and Other
20242024101 84 
2025202595 84 
2026202689 84 
2027
2028
ThereafterThereafter311 291 75 
Total Lease Payments$975 $711 $19 $110 
Total Lease Payments(b)
Less: Imputed interestLess: Imputed interest(127)(91)(3)(52)
TotalTotal$848 $620 $16 $58 
(a) - Future minimum lease payments include payments for aircraft includes commitments foroperated under operating leases and aircraft which have been removed from operating service which remain under operating and finance leases, as the Company remains obligatedwe have remaining cash obligations under existing terms.
(b) - Future minimum lease payments in the table above are inclusive ofreflect incentive credits related to leased Boeing 737-9B737-9 aircraft. As a result, the operating lease liabilities presented on the consolidated balance sheet exceed total future payments. This difference will exist until all leased 737-9 aircraft are delivered.not agree to this table.

As of December 31, 2021,2023, we have entered into but not yet commenced leases for Boeing 737-9 andone B737-800 freighter aircraft, one E175 aircraft, as well asreal estate, and other non-aircraft equipment. The liabilities associated with these leases are expected to be approximately $730$47 million. These leases will commence in 2022between 2024 and 20232027 with lease terms ranging from 20232030 to 2035.2042.

NOTE 8. INCOME TAXES

Deferred Income Taxes

Deferred income taxes reflect the impact of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and such amounts for tax purposes. The Company has a net deferred tax liability, primarily due to differences in depreciation rates for federal income tax purposes and for financial reporting purposes.

Deferred tax (assets) and liabilities comprise the following (in millions):
20212020 20232022
Excess of tax over book depreciationExcess of tax over book depreciation$1,145 $1,126 
Intangibles - netIntangibles - net19 15 
Operating lease assetsOperating lease assets351 342 
Other - netOther - net76 106 
Deferred tax liabilitiesDeferred tax liabilities1,591 1,589 
Mileage PlanMileage Plan(416)(385)
Mileage Plan
Mileage Plan
Inventory obsolescenceInventory obsolescence(17)(17)
Employee benefits
Employee benefits
Employee benefitsEmployee benefits(127)(215)
Net operating lossesNet operating losses(25)(27)
Operating lease liabilitiesOperating lease liabilities(374)(381)
Leasehold maintenanceLeasehold maintenance(40)(73)
Other - netOther - net(34)(103)
Deferred tax assetsDeferred tax assets(1,033)(1,201)
Valuation allowanceValuation allowance20 19 
Net deferred tax liabilitiesNet deferred tax liabilities$578 $407 

At December 31, 2021,2023, the Company has paid gross taxes of $52$16 million and does not expect to pay $21 million moreany additional tax for the tax year 2021.2023. The Company is also awaiting payment of a $285$4 million federal tax refund receivable as a result of carrying back capital losses and credits to previous tax years. The Company also has gross state and local NOLs of approximately $467 million that expire
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from the 2020 tax year and other various amendments of prior year tax returns. The Company also has gross state NOLs of approximately $413 million that expire beginning in 20232025 and continuing through 2041.

Virgin America experienced multiple “ownership changes” as defined2043. Current federal NOLs in Section 382the amount of the Internal Revenue Code of 1986, as amended (the “Code”), the most recent being its acquisition by the Company. Section 382 of the Code imposes an annual limitation on the utilization of pre-ownership change NOLs. Any unused annual limitation may, subject to certain limits,$684 million will be carried over to later years. During 2021, all remaining NOLs acquired through the acquisition of Virgin America were utilized to offset federal taxable income.forward and have an indefinite life.

Valuation allowances are provided to reduce the related deferred income tax assets to an amount which will, more likely than not, be realized. The Company has determined it is more likely than not that a portion of the federal capital loss carryforward and state NOL carryforward will not be realized and, therefore has provided a valuation allowance of $20$16 million for that portion as of December 31, 2021.2023. The Company has likewise concluded it is more likely than not that all of its federal and the remaining state deferred income tax assets will be realized and thus no additional valuation allowance has been recorded. The Company reassesses the need for a valuation allowance each reporting period.

Components of Income Tax Expense (Benefit)

The components of income tax expense (benefit) are as follows (in millions): 
 202120202019
Current income tax expense (benefit):   
Federal$40 $(212)$26 
State16 (11)13 
Total current income tax expense (benefit)56 (223)39 
Deferred income tax expense (benefit):   
Federal80 (246)175 
State15 (47)33 
Total deferred income tax expense (benefit)95 (293)208 
Income tax expense (benefit)$151 $(516)$247 
 202320222021
Current income tax (benefit) expense:   
Federal$(3)$(11)$40 
State(4)(3)16 
Total current income tax (benefit) expense(7)(14)56 
Deferred income tax expense:   
Federal82 32 80 
State13 15 
Total deferred income tax expense95 35 95 
Income tax expense$88 $21 $151 

Income Tax Rate Reconciliation

Income tax expense (benefit) reconciles to the amount computed by applying the 20212023 U.S. federal rate of 21% to income (loss) before income tax and for deferred taxes as follows (in millions):
 
202120202019 202320222021
Income (loss) before income tax$629 $(1,840)$1,016 
Income before income tax
Expected tax expense (benefit)132 (386)213 
Expected tax expense
Expected tax expense
Expected tax expense
Nondeductible expensesNondeductible expenses10 
State income taxes20 (62)36 
State income tax expense
Tax law changesTax law changes(14)(93)(9)
State income sourcing
Valuation allowanceValuation allowance1 18 — 
Tax credits
Uncertain tax positions
Other - netOther - net2 (2)(2)
Actual tax expense (benefit)$151 $(516)$247 
Actual tax expense
Effective tax rate(a)Effective tax rate(a)24.0 %28.0 %24.3 %Effective tax rate(a)27.1 %26.2 %24.0 %
The Company recorded a current tax benefit of $14 million in 2021 as a result of provisions outlined(a) Figures in the CARES Act.table above are rounded to the nearest million. As a result, a manual recalculation of the effective tax changes signed into law during 2017, with final regulations issuedrate using these rounded figures may not agree directly to the Company's actual effective tax rate shown in 2019, the Company recorded a current tax benefit of $93 million in 2020.table.

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Uncertain Tax Positions

The Company has identified its federal tax return and its state tax returns in Alaska, Oregon and California as “major” tax jurisdictions. A summary of the Company's jurisdictions and the periods that are subject to examination are as follows:
JurisdictionPeriod
Federal20072020 to 20202022
Alaska20152018 to 20202022
California2007 to 20202022
Oregon20032015 to 20202022

Certain tax years are open to the extent of net operating loss carryforwards.

Changes in the liability for gross unrecognized tax benefits during 2021, 20202023, 2022 and 20192021 are as follows (in millions):
202120202019
Balance at January 1,$35 $40 $40 
2023202320222021
Balance at January 1
Additions related to prior yearsAdditions related to prior years3 — 
Releases related to prior yearsReleases related to prior years (1)(1)
Additions related to current year activityAdditions related to current year activity3 — 
Releases due to settlementsReleases due to settlements (4)— 
Releases due to settlements
Releases due to settlements
Releases due to lapse of statute of limitationsReleases due to lapse of statute of limitations (1)(1)
Balance at December 31,$41 $35 $40 
Balance at December 31

As of December 31, 2021,2023, the Company had $41$25 million of accrued tax contingencies, of which $34$20 million, if fully recognized, would increasedecrease the effective tax rate. As of December 31, 2021, 20202023, 2022 and 2019,2021, the Company has accrued interest and penalties, net of federal income tax benefit, of $8$2 million, $6$3 million, and $7$8 million. In 2023, 2022, and 2021, the Company recognized an immaterial benefit, a benefit of $5 million, and expense of $2 million compared to a benefit of $1 million in 2020, and expense of $1 million in 2019, for interest and penalties, net of federal income tax benefit. At December 31, 2021,2023, the Company has unrecognized tax benefits recorded as a liability. The Company increased its reserves for uncertain tax positions in 2021 by $6 million, primarily due to current year activity and amended returns. These uncertain tax positions could change as a resultbecause of the Company's ongoing audits, settlement of issues, new audits, and status of other taxpayer court cases. The Company cannot predict the timing of these actions. Due to the positions being taken in various jurisdictions, the amounts currently accrued are the Company's best estimate as of December 31, 2021.

NOTE 9. EMPLOYEE BENEFIT PLANS
 
NaNFour qualified defined-benefit plans, 1one non-qualified defined-benefit plan, and 7eight defined-contribution retirement plans cover various employee groups of Alaska, Horizon, and McGee Air Services.

The defined-benefit plans provide benefits based on an employee’s term of service and average compensation for a specified period of time before retirement. The qualified defined-benefit pension plans are closed to new entrants.
 
Accounting standards require recognition of the overfunded or underfunded status of an entity’s defined-benefit pension and other post-retirement plan as an asset or liability in the consolidated financial statements and requires recognition of the funded status in AOCL.
 
Qualified Defined-Benefit Pension Plans

The Company’s 4four qualified defined-benefit pension plans are funded as required by the Employee Retirement Income Security Act of 1974. The defined-benefit plan assets consist primarily of marketable equity and fixed-income securities. The work groups covered by qualified defined-benefit pension plans include salaried employees, pilots, clerical, office, passenger service employees, mechanics, and related craft employees. The Company uses a December 31 measurement date for these plans. All plans are closed to new entrants.

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Weighted average assumptions used to determine benefit obligations:

The rates below vary by plan and related work group.
20212020 20232022
Discount ratesDiscount rates2.82% to 2.90%2.43% to 2.58%Discount rates5.14% to 5.16%5.41% to 5.42%
Rate of compensation increasesRate of compensation increases2.02% to 2.38%2.02% to 2.43%Rate of compensation increases2.01% to 2.34%2.01% to 2.35%

Weighted average assumptions used to determine net periodic benefit cost:

The rates below vary by plan and related work group.
202120202019 202320222021
Discount ratesDiscount rates2.43% to 2.58%3.33% to 3.47%4.37% to 4.46%Discount rates5.41% to 5.42%2.82% to 2.90%2.43% to 2.58%
Expected return on plan assetsExpected return on plan assets3.00% to 5.50%3.25% to 5.50%4.25% to 5.50%Expected return on plan assets5.00% to 6.50%3.00% to 5.25%3.00% to 5.50%
Rate of compensation increasesRate of compensation increases2.02% to 2.43%2.11% to 5.44%2.11% to 3.50%Rate of compensation increases2.01% to 2.35%2.02% to 2.38%2.02% to 2.43%

The discount rates are determined using current interest rates earned on high-quality, long-term bonds with maturities that correspond with the estimated cash distributions from the pension plans. At December 31, 2021,2023, the Company selected discount rates for each of the plans using a pool of higher-yielding bonds estimated to be more reflective of settlement rates, as management has taken steps to ultimately terminate or settle plans that are frozen and move toward freezing benefits in active plans in the future. In determining the expected return on plan assets, the Company assesses the current level of expected returns on risk-free investments (primarily government bonds), the historical level of the risk premium associated with the other asset classes in which the portfolio is invested and the expectations for future returns of each asset class. The expected return for each asset class is then weighted based on the target asset allocation to develop the expected long-term rate of return on assets assumption for the portfolio.

Plan assets are invested in common commingled trust funds invested in equity and fixed income securities and in certain real estate assets. The target and actual asset allocation of the funds in the qualified defined-benefit plans, by asset category, are as follows: 
Salaried Plan(a)
All Other Plans
Salaried Plan(a)
Salaried Plan(a)
All Other Plans
Target20212020Target20212020 Target20232022Target20232022
Asset category:Asset category:  Asset category:  
Domestic equity securitiesDomestic equity securities2%-12%7 %%32%-42%38 %44 %Domestic equity securities2%-12%7 %%29%-39%36 %35 %
Non-U.S. equity securitiesNon-U.S. equity securities—%-8%3 %%11%-21%16 %18 %Non-U.S. equity securities0%-8%3 %%9%-19%15 %15 %
Fixed income securitiesFixed income securities85%-95%90 %90 %32%-52%42 %33 %Fixed income securities85%-95%90 %90 %37%-57%45 %45 %
Real estateReal estate—% %— %—%-5%4 %%Real estate0%— %— %0%-10%4 %%
Plan assetsPlan assets100 %100 %100 %100 %
Plan assets
Plan assets100 %100 %100 %100 %
(a)As our Salaried Plan is frozen and fully funded, our investment strategies differ significantly from that of our other outstanding plans. Investments are in lower-risk securities, with earnings designed to maintain a fully-funded status.

The Company’s investment policy focuses on achieving maximum returns at a reasonable risk for pension assets over a full market cycle. The Company determines the strategic allocation between equities, fixed income and real estate based on current funded status and other characteristics of the plans. As the funded status improves, the Company increases the fixed income allocation of the portfolio and decreases the equity allocation. Actual asset allocations are reviewed regularly and periodically rebalanced as appropriate.

Plan assets invested in common commingled trust funds are fair valued using the net asset values of these funds to determine fair value as allowed using the practical expedient method outlined in the accounting standards. Fair value estimates for real estate are calculated using the present value of expected future cash flows based on independent appraisals, local market conditions and current and projected operating performance.

7678



Plan assets by fund category (in millions):
20212020Fair Value Hierarchy 20232022Fair Value Hierarchy
Fund type:Fund type:  
U.S. equity market fund
U.S. equity market fund
U.S. equity market fundU.S. equity market fund$885 $914 1$634 $$568 22
Non-U.S. equity fundNon-U.S. equity fund370 384 1Non-U.S. equity fund261 242 242 22
Credit bond index fundCredit bond index fund1,342 1,088 1Credit bond index fund1,061 1,001 1,001 22
Plan assets in common commingled trustsPlan assets in common commingled trusts$2,597 $2,386 
Real estateReal estate92 96 (a)
Real estate
Real estate60 76 (a)
Cash equivalentsCash equivalents6 1Cash equivalents7 11
Total plan assetsTotal plan assets$2,695 $2,488 
(a)In accordance with Subtopic 820-10, certain investments that are measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.

The following table sets forth the status of the qualified defined-benefit pension plans (in millions):
20212020 20232022
Projected benefit obligation (PBO)Projected benefit obligation (PBO)  Projected benefit obligation (PBO)  
Beginning of yearBeginning of year$2,934 $2,602 
Service costService cost56 52 
Interest costInterest cost56 75 
Plan amendments(a)
Actuarial (gain)/lossActuarial (gain)/loss(171)339 
Benefits paidBenefits paid(117)(134)
End of yearEnd of year$2,758 $2,934 
Plan assets at fair valuePlan assets at fair value  
Plan assets at fair value
Plan assets at fair value  
Beginning of yearBeginning of year$2,488 $2,239 
Actual return on plan assetsActual return on plan assets224 383 
Employer contributions100 — 
Benefits paid
Benefits paid
Benefits paidBenefits paid(117)(134)
End of yearEnd of year$2,695 $2,488 
Unfunded statusUnfunded status$(63)$(446)
Percent fundedPercent funded98 %85 %
Percent funded
Percent funded93 %91 %
(a) In conjunction with the 2022 collective bargaining agreement with ALPA, certain participants had credited service restored for leave periods which were previously ineligible for accrual.

The accumulated benefit obligation for the combined qualified defined-benefit pension plans was $2.7$2.1 billion and $2.8$2.0 billion at December 31, 20212023 and 2020.2022. During 20212023 actuarial gains decreasedlosses increased the benefit obligation primarily due to the increasedecreases in discount rates.rates, partially offset by changes in demographic assumptions. Plan assets increased in 2023 driven primarily by positive market returns on the portfolio.

The amounts recognized in the consolidated balance sheets (in millions): 
20212020 20232022
Accrued benefit liability-long termAccrued benefit liability-long term$(155)$(502)
Plan assets-long term (within Other noncurrent assets)Plan assets-long term (within Other noncurrent assets)92 51 
Total liability recognizedTotal liability recognized$(63)$(451)
 
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The amounts not yet reflected in net periodic benefit cost and included in AOCL (in millions):
 20212020
Prior service credit$(4)$(5)
Net loss316 626 
Amount recognized in AOCL (pretax)$312 $621 

0
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 20232022
Prior service cost (credit)$6 $
Net loss367 438 
Amount recognized in AOCL (pretax)$373 $444 

Defined benefit plans with projected benefit obligations and accumulated benefit obligations exceeding fair value of plan assets are as follows (in millions):
20212020 20232022
Projected benefit obligationProjected benefit obligation$1,750 $2,207 
Accumulated benefit obligationAccumulated benefit obligation1,685 2,057 
Fair value of plan assetsFair value of plan assets1,595 1,710 

Net pension expense for the qualified defined-benefit plans included the following components (in millions): 
 202120202019
Service cost$52 $46 $42 
Interest cost56 75 89 
Restructuring charges(a)
 11 — 
Expected return on assets(122)(110)(95)
Amortization of prior service credit(1)(1)(1)
Recognized actuarial loss37 35 37 
Net pension expense$22 $56 $72 
(a)In conjunction with the workforce reductions stemming from the COVID-19 pandemic, the Company recorded additional expense for employees accepting incentive leaves of absence. Such expense is included in Special items - restructuring charges on the consolidated statement of operations for the year-ended December 31, 2020.
 202320222021
Service cost$29 $45 $52 
Interest cost108 65 56 
Expected return on assets(114)(128)(122)
Amortization of prior service credit (1)(1)
Recognized actuarial loss23 37 
Net pension expense (benefit)$46 $(11)$22 

There are no current statutory funding requirementsAlaska expects to have approximately $30 million in estimated required contributions for the Company’sits plans in 2022.2024.
 
Future benefits expected to be paid over the next ten years under the qualified defined-benefit pension plans from the assets of those plans (in millions): 
Total
2022$119 
2023128 
TotalTotal
20242024133 
20252025149 
20262026151 
2027– 2031830 
2027
2028
2029-2033
 
Nonqualified Defined-Benefit Pension Plan
 
Alaska also maintains an unfunded, noncontributory defined-benefit plan for certain elected officers. This plan uses a December 31 measurement date. The assumptions used to determine benefit obligations and the net periodperiodic benefit cost for the nonqualified defined-benefit pension plan are similar to those used to calculate the qualified defined-benefit pension plan. The plan's unfunded status, PBO, and accumulated benefit obligation are immaterial. The net pension expense in prior year and expected future expense is also immaterial.

Post-retirement Medical Benefits
 
The Company allows certain retirees to continue their medical, dental and vision benefits by paying all or a portion of the active employee plan premium until eligible for Medicare, currently age 65. This results in a subsidy to retirees, because the premiums received by the Company are less than the actual cost of the retirees’ claims. The accumulated post-retirement benefit obligation for this subsidy is unfunded. The accumulated post-retirement benefit obligation was $125$98 million and $138$89 million at December 31, 20212023 and 2020.2022. The net periodic benefit cost was not material in 20212023 or 2020.2022.

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Defined-Contribution Plans

The 7eight defined-contribution plans are deferred compensation plans under section 401(k) of the Internal Revenue Code. All of these plans require Company contributions. Total expense for the defined-contribution plans was $203 million, $160 million and $125 million $126 millionin 2023, 2022, and $132 million in 2021, 2020, and 2019.2021.  

The Company also has a noncontributory, unfunded defined-contribution plan for certain elected officers of the Company who are ineligible for the nonqualified defined-benefit pension plan. Amounts recorded as liabilities under the plan are not material to the consolidated balance sheets at December 31, 20212023 and 2020.2022.

Pilot Long-term Disability Benefits

Alaska maintains a long-term disability plan for its pilots. The long-term disability plan does not have a service requirement. Therefore, the liability is calculated based on estimated future benefit payments associated with pilots that were assumed to be disabled on a long-term basis as of December 31, 20212023 and does not include any assumptions for future disability. The liability includes the discounted expected future benefit payments and medical costs.  The total liability was $77$72 million and $61$69 million, which was recorded net of a prefunded trust account of $8$10 million and $7$11 million, and included in long-term other liabilities on the consolidated balance sheets as of December 31, 20212023 and December 31, 2020.2022.

Employee Incentive-Pay Plans
 
The Company has employee incentive plans that pay employees based on certain financial and operational metrics. These metrics are set and approved annually by the Compensation and Leadership Development Committee of the Board of Directors. The aggregate expense under these plans in 2023, 2022 and 2021 2020 and 2019 was $151$200 million, $130$257 million and $163$151 million. The incentive plans are summarized below.
 
Performance-Based Pay (PBP) is a program that rewards the majority of Alaska and Horizon employees. The program is based on various metrics that adjust periodically, including those related to Air Group profitability, cash flow metrics, safety, guest experience, and sustainability. The program also includes the potential for additional payout if Air Group profitability finishes among the highest in the industry.

The Operational Performance Rewards Program (OPR) entitles the majority of Alaska and Horizon employees to quarterly payouts of up to $450 per person if certain monthly operational and customer servicesafety objectives are met.

NOTE 10. COMMITMENTS AND CONTINGENCIES

Future minimum payments for commitments as of December 31, 20212023 (in millions):
Aircraft Commitments(a)
Capacity Purchase Agreements(b)
Aircraft-Related Commitments(a)
Capacity Purchase Agreements and Other Obligations(b)
2022$1,339 $173 
20231,686 178 
20242024389 183 
2025202579 188 
2026202613 189 
2027
2028
ThereafterThereafter— 688 
TotalTotal$3,506 $1,599 
(a)Includes non-cancelable contractual commitments for aircraft, engines, and engines, aircraft maintenance and parts management.maintenance. Option deliveries are excluded from minimum commitments until exercise.
(b)Includes all non-aircraft lease Primarily comprised of non-lease costs associated with capacity purchase agreements.

Aircraft Commitments
Aircraft purchase commitments include non-cancelable contractual commitments for aircraftsagreements, as well as other various sponsorship agreements and engines. As of December 31, 2021, Alaska had commitments to purchase 74 Boeing 737-9 aircraft with deliveries in 2022 through 2024. Horizon also has commitments to purchase 7 E175 aircraft with deliveries in 2023 through 2025. Subsequent to December 31, 2021, Horizon added an additional 5 commitments with deliveries in 2022 and 2023. Alaska has options to purchase 52 737-9 aircraft and Horizon has options to purchase 15 E175 aircraft. Option payments are not reflected in the table above.investment commitments.

7981



Aircraft MaintenanceCommitments
Aircraft purchase commitments include contractual commitments for aircrafts and Parts Managementengines. Details for contractual aircraft commitments as of December 31, 2023 are outlined below:
Firm OrdersOptions and Other RightsTotal
Aircraft Type2024-20272025-20302024-2030
B73780105185
E17591019
   Total89115204

Through its acquisitionAlaska had a contractual agreement as of Virgin America,December 31, 2023 to purchase one remaining leased A321neo aircraft. The transaction closed in January 2024. The obligation for this aircraft is reflected within Current portion of long-term debt and finance leases in the Company has a separate maintenance-cost-per-hour contractconsolidated balance sheets as of December 31, 2023 and is not reflected in the tables above. Refer to Note 2 to the consolidated financial statements for management and repair of certain rotable parts to support Airbus airframe andadditional details.

Aircraft Maintenance

Aircraft maintenance commitments include contractual commitments for engine maintenance and repair. In 2017, Alaska entered into a similar contract for maintenance on its B737-800 aircraft engines. These agreements requirerequiring monthly payments based upon utilization, such as flight hours, cycles, and age of the aircraft, and, inaircraft. In turn, the agreement transfersthese maintenance agreements transfer certain risks to the third-party service provider. There are minimum payments under both agreements, which are reflected in the table above. Accordingly, payments could differ materially basedAlaska has contracts for maintenance on actualits B737-800 and B737-900ER aircraft utilization.

Aircraft Maintenance Deposits

Certain Airbus leases include contractually requiredengines through 2026 and 2032, respectively. Horizon has contracts for maintenance deposit payments to the lessor, which collateralize the lessor for future maintenance events should the Company not perform required maintenance. Payments of such deposits follow contractual termson its E175 aircraft engines through 2033 and timing, regardless of operating status of the respective aircraft. Most of the lease agreements provide that maintenance deposits are reimbursable upon completion of the major maintenance event in an amount equal to the lesser of (i) the amount qualified for reimbursement from maintenance deposits held by the lessor associated with the specific major maintenance event or (ii) the qualifying costs related to the specific major maintenance event.

Los Angeles International Airport (LAX) Construction

In May 2019, we executed an amended lease agreement with Los Angeles World Airports, which includes an agreement to renovate and upgrade the fuel system, jet bridges and concourse facilities at Terminal 6 of LAX. Project terms and pre-construction readiness was approved and finalized in 2020. We expect construction will be completed by mid 2024. Under the terms of the agreement, we expect to have total reimbursable cash outlays for the project of approximately $230 million. To date, we have made total cash outlays of $71 million and have received reimbursement for $8.7 million of that total.2038.

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.

In 2015, three flight attendants filed a class action lawsuit seeking to represent allAs part of the 2016 acquisition of Virgin America, flight attendantsAlaska assumed responsibility for damages based on alleged violationsthe 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 CaliforniaAlaska's actual use (or non-use) of the mark. The possible range of contractual liability is between $10 million and City$160 million. Alaska stopped making royalty payments in 2019 after ending all use of San Francisco wage and hour laws. Thethe Virgin brand. On February 16, 2023, the commercial court certifiedissued a classruling adopting Virgin Group’s interpretation of approximately 1,800 flight attendants in November 2016.the license agreement. The Company has appealed the decision and believes the claims in thisthe case are without factual and legal merit.merit, a position supported by Virgin America’s representations during pre-merger due diligence. 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.

In July 2018, the Court granted in part Plaintiffs' motion for summary judgment, finding Virgin America, and Alaska Airlines, as a successor-in-interest to Virgin America, responsible for various damages and penalties sought by the class members. On February 4, 2019, the Court entered final judgment against Virgin America and Alaska Airlines in the amount of approximately $78 million. It did not award injunctive relief against Alaska Airlines. In February 2021, an appellate court reversed portions of the lower court decision and significantly reduced the judgment, again without awarding injunctive relief against Alaska. The determination of total judgment has not been completed as of the date of this filing. Based on the facts and circumstances available, the Company believes the range of potential loss to be between $0 and $22 million, and holds an accrual for $22 million in Other accrued liabilities on the consolidated balance sheets.

The Company has asked the U.S. Supreme Court to review the case on the basis that the California laws on which the judgment is based are invalid as applied to airlines pursuant to the U.S. Constitution and provisions of federal law that were enacted to shield inter-state common carriers from a patchwork of state and local wage and hour regulations such as those at issue in this case. If appeal efforts are unsuccessful, compliance with the California laws may have an adverse impact on the Company's operations and financial position, and collective bargaining agreements.

The Company is involved in other litigation around the application of state and local employment laws, like many air carriers. Our defenses are similar to those identified above, including that the state and local laws are preempted by federal law and are unconstitutional because they impede interstate commerce. None of these additional disputes are material.

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NOTE 11. SHAREHOLDERS' EQUITY

Dividends

In March 2020, the Company suspended the payment of dividends indefinitely. The Company is barred by its CARES Act agreements from resuming any payment of dividends until October 1, 2022. Prior to the suspension, the Company paid dividends of $45 million and $173 million to shareholders of record during 2020 and 2019.

Common Stock Repurchase

In August 2015, the Board of Directors authorized a $1 billion share repurchase program. As of December 31, 2021, the Company has repurchased 7.6 million shares for $544 million under this program. In March 2020, the Company suspended the share repurchase program indefinitely. The Company is barredas required by itsthe CARES Act agreements from resuming share repurchases untilAct. These restrictions ended on October 1, 2022. PriorThe Company restarted the share repurchase program in February 2023, pursuant to the suspension,existing repurchase program. As of December 31, 2023, the Company has repurchased $3111.1 million or 538,078 shares for $688 million under this program. The program has remaining authorization of $312 million. No shares were repurchased in 2020 and $75 million, or 1,192,820 shares, in 2019.2022.

AtShare purchase activity (in millions, except share amounts):
Twelve Months Ended December 31, 2023
Shares
Amount(a)
2015 Repurchase Program—$1 billion3,520,533 $145 
(a) Due to the timing difference between trade date and settlement date, certain repurchases had not settled in cash as of December 31, 2021,2023, and may not agree directly to the Company held 9,349,944 shares in treasury. Management does not anticipate retiring common shares held in treasury for the foreseeable future.consolidated statements of cash flows.
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CARES Act Warrant Issuance

As additional taxpayer protection required under the PSP programs, during 2021,Payroll Support Program (PSP) under the CARES Act, the Company granted the TreasuryU.S. government a total of 539,5081,455,437 warrants to purchase ALK common stock. Thestock in 2020 and 2021. An additional 427,080 warrants were issued in conjunction with a draw on the CARES Act Loan in 2020. 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 addition, in conjunctionAs of December 31, 2023, there are 1,882,517 total warrants outstanding, with the October 2020 draw on the CARES Act Loan, the Company granted the Treasury 427,080 warrants to purchase Alaska Air Group (ALK) common stock.a weighted average strike price of 39.06. The value of the warrants was estimated using thea Black-Scholes option pricing model, and the relativemodel. The total fair value of the warrants of $6$30 million, was recorded in stockholders' equity.
Total warrants outstanding are as follows as of December 31, 2021:
Number of shares of ALK common stockStrike Price
PSP 1928,127 31.61
CARES Act loan warrants427,080 31.61
PSP 2305,499 52.25
PSP 3221,812 66.39
Outstanding December 31, 20211,882,518 
Accumulated Other Comprehensive Loss (AOCL)
Components of accumulated other comprehensive loss, net of tax (in millions):  
 20212020
Related to marketable securities$(4)$23 
Related to employee benefit plans(252)(498)
Related to interest rate derivatives(6)(19)
 $(262)$(494)
equity at issuance.

NOTE 12. ACCUMULATED OTHER COMPREHENSIVE LOSS
A roll forward of the amounts included in accumulated other comprehensive loss is shown below for the twelve months ended December 31, 2023, 2022, and 2021:
Marketable SecuritiesEmployee Benefit PlanInterest Rate DerivativesTax EffectTotal
Balance at December 31, 2020$30 $(659)$(25)$160 $(494)
Reclassifications into earnings(6)33 — (6)21 
Change in value(29)294 17 (71)211 
Balance at December 31, 2021$(5)$(332)$(8)$83 $(262)
Reclassifications into earnings— (4)
Change in value(108)(92)23 43 (134)
Balance at December 31, 2022$(104)$(421)$15 $122 $(388)
Reclassifications into earnings13 19 — (7)25 
Change in value45 44 (7)(18)64 
Balance at December 31, 2023$(46)$(358)$8 $97 $(299)

NOTE 13. STOCK-BASED COMPENSATION PLANS

The Company has various equity incentive plans under which it may grant stock awards to directors, officers and employees. The Company also has an employee stock purchase plan (ESPP).
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The table below summarizes the components of total stock-based compensation (in millions):
202120202019
2023202320222021
Stock optionsStock options$5 $$
Stock awards20 14 21 
Stock awards(a)
Deferred stock awardsDeferred stock awards1 
Employee stock purchase planEmployee stock purchase plan18 15 11 
Stock-based compensationStock-based compensation$44 $34 $36 
Tax benefit related to stock-based compensationTax benefit related to stock-based compensation$11 $$
Tax benefit related to stock-based compensation
Tax benefit related to stock-based compensation
(a) In 2023, the Company, with approval by the Compensation and Leadership Development Committee of the Board of Directors, granted additional stock awards to address equity value forfeited by certain executives due to the compensation limitations of the CARES Act.
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Unrecognized stock-based compensation for non-vested options and awards and the weighted-average period the expense will be recognized (dollars in millions):
AmountWeighted-Average
Period
AmountAmountWeighted-Average
Period
Stock optionsStock options$4 0.8Stock options$1 00
Stock awardsStock awards20 1.3Stock awards26 1.61.6
Unrecognized stock-based compensationUnrecognized stock-based compensation$24 1.3Unrecognized stock-based compensation$27 1.61.6

The Company is authorized to issue 20 million shares of common stock under these plans, of which 6,990,8179 million shares remain available for future grants of either options or stock awards as of December 31, 2021.2023.

Stock Options
 
Stock options to purchase common stock are granted at the fair market value of the stock on the date of grant. The stock options granted have terms of up to ten years.
 
The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants:
202120202019 202320222021
Expected volatilityExpected volatility43 %34 %30 %Expected volatility46 %44 %43 %
Expected termExpected term6 years6 years6 yearsExpected term6 years6 years
Risk-free interest rateRisk-free interest rate0.68 %1.03 %2.41 %Risk-free interest rate3.64 %1.91 %0.68 %
Expected dividend yieldExpected dividend yield %1.73 %2.09 %
Weighted-average grant date fair value per shareWeighted-average grant date fair value per share$23.66 $14.11 $16.84 
Estimated fair value of options granted (millions)Estimated fair value of options granted (millions)$4 $$
 
The expected market price volatility and expected term are based on historical results. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected dividend yield is based on the estimated weighted average dividend yield over the expected term. The expected forfeiture rates are based on historical experience.

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The tables below summarize stock option activity for the year ended December 31, 2021:2023:
SharesWeighted-
Average Exercise Price Per Share
Weighted-
Average
Contractual Life (Years)
Aggregate Intrinsic
Value
(in millions)
SharesWeighted-
Average Exercise Price Per Share
Weighted-
Average
Contractual Life (Years)
Aggregate Intrinsic
Value
(in millions)
Outstanding, December 31, 20201,110,870 $60.54 6.8$
Outstanding, December 31, 2022
GrantedGranted164,010 58.59   Granted50,120 58.54 58.54   
ExercisedExercised(87,778)34.33   Exercised(24,996)35.44 35.44   
CanceledCanceled(6,860)79.69 
Forfeited or expiredForfeited or expired(1,015)55.74   
Outstanding, December 31, 20211,179,227 $62.11 6.7$
Forfeited or expired
Forfeited or expired(7,976)56.37  
Outstanding, December 31, 2023
Exercisable, December 31, 2021556,790 $65.51 5.4$1 
Vested or expected to vest, December 31, 20211,178,425 $62.11 6.7$3 
Exercisable, December 31, 2023
Exercisable, December 31, 2023
Exercisable, December 31, 2023
Vested or expected to vest, December 31, 2023
 (in millions)202120202019
Intrinsic value of option exercises$3 $$
Fair value of options vested4 

 (in millions)202320222021
Intrinsic value of option exercises$ $— $
Fair value of options vested$4 $$

Cash received from stock option exercises werewas not material for the year ended December 31, 2021.2023.

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Stock Awards
 
Restricted Stock Units (RSUs) are awarded to eligible employees and entitle the grantee to receive shares of common stock at the end of the vesting period. The fair value of the RSUs is based on the stock price on the date of grant. Generally, RSUs “cliff vest” after three years, or the period from the date of grant to the employee’s retirement eligibility, and expense is recognized accordingly. Performance Share Units (PSUs) are awarded to certain executives to receive shares of common stock if specific performance goals and market conditions are achieved. There are several tranches of PSUs which vest when performance goals and market conditions are met.

The following table summarizes information about outstanding stock awards:
Number
of Units
Weighted-Average Grant Date Fair ValueWeighted-
Average
Contractual
Life (Years)
Aggregate
Intrinsic
Value (in
millions)
Number
of Units
Weighted-Average Grant Date Fair ValueWeighted-
Average
Contractual
Life (Years)
Aggregate
Intrinsic
Value (in
millions)
Non-vested, December 31, 2020967,044 $51.85 1.7$50 
Non-vested, December 31, 2022
GrantedGranted387,541 65.42   Granted1,245,008 51.99 51.99   
VestedVested(547,725)55.77   Vested(389,231)51.03 51.03   
ForfeitedForfeited(260,380)53.76   Forfeited(93,753)61.97 61.97   
Non-vested, December 31, 2021546,480 $52.81 1.3$36 
Non-vested, December 31, 2023

Deferred Stock Awards
 
Deferred Stock Units (DSUs) are awarded to members of the Board of Directors as part of their retainers. The underlying common shares are issued upon retirement from the Board, but require no future service period. As a result, the entire intrinsic value of the awards is expensed on the date of grant.

Employee Stock Purchase Plan
 
The ESPP allows employees to purchase common stock at 85% of the stock price on the first day of the offering period or the specified purchase date, whichever is lower. Employees may contribute up to 10% of their base earnings during the offering period to purchase stock. Employees purchased 1,254,393, 1,524,1941,855,608, 1,292,489 and 784,7861,254,393 shares in 2021, 20202023, 2022 and 20192021 under the ESPP.

NOTE 13.14. OPERATING SEGMENT INFORMATION
 
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Alaska Air Group has two operating airlines—Alaska 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, under which Alaska receives all passenger revenues.revenue.

Under GAAP, operating segments are defined as components of a business for which there is discrete financial information that is regularly assessed by the Chief Operating Decision Maker (CODM) in making resource allocation decisions. Financial performance for the operating airlines and CPAs is managed and reviewed by the Company's CODM as part of three reportable operating segments:
Mainline - includes scheduled air transportation on Alaska's Boeing or Airbus jet aircraft for passengers and cargo throughout the U.S., and in parts of Canada, Mexico, Costa Rica, Belize, Guatemala, and Belize.the Bahamas.
Regional - includes Horizon's and other third-party carriers’ scheduled air transportation for passengers across a shorter distance network within the U.S., Canada, and CanadaMexico under a CPA. This segment includes the actual revenuesrevenue and expenses associated with regional flying, as well as an allocation of corporate overhead incurred by Air Group on behalf of the regional operations.
Horizon - includes the capacity sold to Alaska under a CPA. Expenses include those typically borne by regional airlines such as crew costs, ownership costs and maintenance costs.

The CODM makes resource allocation decisions for these reporting segments based on flight profitability data, aircraft type, route economics and other financial information.

The "Consolidating and Other" column reflects parent company activity, McGee Air Services, consolidating entries and other immaterial business units of the company. The “Air Group Adjusted” column represents a non-GAAP measure that is used by
85



the Company CODM to evaluate performance and allocate resources. Adjustments are further explained below in reconciling to consolidated GAAP results.

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Operating segment information is as follows (in millions):
Year Ended December 31, 2021
MainlineRegionalHorizon
Consolidating & Other(a)
Air Group Adjusted(b)
Special Items(c)
Consolidated
Operating Revenues   
Passenger revenues4,411 1,088 — — 5,499 — 5,499 
CPA revenues— — 406 (406)— — — 
Year Ended December 31, 2023Year Ended December 31, 2023
MainlineMainlineRegionalHorizon
Consolidating & Other(a)
Air Group Adjusted(b)
Special Items(c)
Consolidated
Operating Revenue
Passenger revenue
Passenger revenue
Passenger revenue
CPA revenue
Mileage Plan other revenueMileage Plan other revenue402 59 — — 461 — 461 
Cargo and other212 — — 216 — 216 
Total Operating Revenues5,025 1,147 406 (402)6,176 — 6,176 
Cargo and other revenue
Total Operating Revenue
Operating ExpensesOperating Expenses
Operating expenses, excluding fuel
Operating expenses, excluding fuel
Operating expenses, excluding fuelOperating expenses, excluding fuel4,101 1,096 373 (433)5,137 (925)4,212 
Fuel expenseFuel expense1,065 261 — — 1,326 (47)1,279 
Total Operating ExpensesTotal Operating Expenses5,166 1,357 373 (433)6,463 (972)5,491 
Non-operating Income (Expense)Non-operating Income (Expense)(38)— (21)(56)— (56)
Non-operating Income (Expense)
Non-operating Income (Expense)
Income (Loss) Before Income TaxIncome (Loss) Before Income Tax$(179)$(210)$12 $34 $(343)$972 $629 
Pretax MarginPretax Margin7.5 %3.1 %
Year Ended December 31, 2020
MainlineRegionalHorizon
Consolidating & Other(a)
Air Group Adjusted(b)
Special Items(c)
Consolidated
Operating Revenues   
Passenger revenues2,350 669 — — 3,019 — 3,019 
CPA revenues— — 386 (386)— — — 
Year Ended December 31, 2022Year Ended December 31, 2022
MainlineMainlineRegionalHorizon
Consolidating & Other(a)
Air Group Adjusted(b)
Special Items(c)
Consolidated
Operating Revenue
Passenger revenue
Passenger revenue
Passenger revenue
CPA revenue
Mileage Plan other revenueMileage Plan other revenue309 65 — — 374 — 374 
Cargo and other170 — — 173 — 173 
Total Operating Revenues2,829 734 386 (383)3,566 — 3,566 
Cargo and other revenue
Total Operating Revenue
Operating ExpensesOperating Expenses
Operating expenses, excluding fuel
Operating expenses, excluding fuel
Operating expenses, excluding fuelOperating expenses, excluding fuel3,630 993 323 (399)4,547 71 4,618 
Fuel expenseFuel expense569 162 — — 731 (8)723 
Total Operating ExpensesTotal Operating Expenses4,199 1,155 323 (399)5,278 63 5,341 
Non-operating Income (Expense)Non-operating Income (Expense)(19)— (22)(39)(26)(65)
Non-operating Income (Expense)
Non-operating Income (Expense)
Income (Loss) Before Income TaxIncome (Loss) Before Income Tax$(1,389)$(421)$41 $18 $(1,751)$(89)$(1,840)
Pretax MarginPretax Margin7.6 %0.8 %
Year Ended December 31, 2019
MainlineRegionalHorizon
Consolidating & Other(a)
Air Group Adjusted(b)
Special Items(c)
Consolidated
Operating Revenues   
Passenger revenues6,750 1,345 — — 8,095 — 8,095 
CPA revenues— — 450 (450)— — — 
Mileage Plan other revenue419 46 — — 465 — 465 
Cargo and other212 221 — 221 
Total Operating Revenues7,381 1,394 451 (445)8,781 — 8,781 
Operating Expenses
Operating expenses, excluding fuel4,778 1,097 385 (464)5,796 44 5,840 
Fuel expense1,589 295 — — 1,884 (6)1,878 
Total Operating Expenses6,367 1,392 385 (464)7,680 38 7,718 
Non-operating Income (Expense)(21)— (28)(47)— (47)
Income (Loss) Before Income Tax$993 $$38 $21 $1,054 $(38)$1,016 
86



Year Ended December 31, 2021
MainlineRegionalHorizon
Consolidating & Other(a)
Air Group Adjusted(b)
Special Items(c)
Consolidated
Operating Revenue   
Passenger revenue$4,411 $1,088 $— $— $5,499 $— $5,499 
CPA revenue— — 406 (406)— — — 
Mileage Plan other revenue402 59 — — 461 — 461 
Cargo and other revenue212 — — 216 — 216 
Total Operating Revenue5,025 1,147 406 (402)6,176 — 6,176 
Operating Expenses
Operating expenses, excluding fuel4,101 1,096 373 (433)5,137 (925)4,212 
Fuel expense1,065 261 — — 1,326 (47)1,279 
Total Operating Expenses5,166 1,357 373 (433)6,463 (972)5,491 
Non-operating Income (Expense)(38)— (21)(56)— (56)
Income (Loss) Before Income Tax$(179)$(210)$12 $34 $(343)$972 $629 
Pretax Margin(5.6)%10.2 %
(a)Includes consolidating entries, Air Group parent company, McGee Air Services, and other immaterial business units.
85



(b)The Air Group Adjusted column represents the financial information that is reviewed by management to assess performance of operations and determine capital allocations and excludes certain income and charges.
(c)Includes Payroll Support Program wage offsets, special items and mark-to-market fuel-hedge accounting adjustments.

202320222021
Depreciation and amortization:
Mainline$403 $351 $323 
Horizon48 64 71 
Consolidated$451 $415 $394 
Capital expenditures:
Mainline$1,473 $1,544 $236 
Horizon(a)
200 127 56 
Consolidated$1,673 $1,671 $292 
Total assets at end of period:  
Mainline$19,937 $19,733 
Horizon1,352 1,157 
Consolidating & Other(6,676)(6,704)
Consolidated$14,613 $14,186 
(a) 2023 includes non-cash capital expenditures of $179 million in debt financing related to certain E175 deliveries.

NOTE 15. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period, including potential dilution from the exercise of in-the-money stock options, stock awards, the employee stock purchase plan, and warrants issued under various federal payroll support programs using the treasury stock method. Anti-dilutive common stock equivalents excluded from the calculation of diluted earnings per share were 1.9 million, 1.7 million, and 1.4 million during the years ending December 31, 2023, 2022, and 2021.
87



202120202019
Depreciation and amortization:
Mainline$323 $346 $337 
Horizon71 74 86 
Consolidated$394 $420 $423 
Capital expenditures:
Mainline$236 $210 $605 
Horizon56 12 91 
Consolidated$292 $222 $696 
Total assets at end of period:   
Mainline$19,258 $19,754 
Horizon1,212 1,170 
Consolidating & Other(6,519)(6,878)
Consolidated$13,951 $14,046 
(in millions, except per share amounts)202320222021
Net income$235 $58 $478 
Basic weighted average shares outstanding127.375 126.657 125.063 
Dilutive effect of share-based instruments1.333 1.242 1.712 
Diluted weighted average shares outstanding128.708 127.899 126.775 
Basic earnings per share$1.84 $0.46 $3.82 
Diluted earnings per share$1.83 $0.45 $3.77 

NOTE 16. PROPOSED ACQUISITION OF HAWAIIAN HOLDINGS INC.

On December 2, 2023, the Company entered into a definitive agreement to acquire Hawaiian Holdings, Inc. (Hawaiian). The Company has agreed to pay Hawaiian's shareholders $18.00 per share, or approximately $1.0 billion, in cash for the outstanding shares of Hawaiian Holdings, Inc. In addition, the Company expects to assume Hawaiian's debt and lease obligations on the date of acquisition. The acquisition is subject to approval by Hawaiian's shareholders and various regulatory bodies, among other customary closing conditions. The shareholder vote is scheduled to take place on February 16, 2024.

To date, the financial impacts of the pending acquisition have not been material, and future financial impacts are not yet estimable. The Company currently expects the acquisition will close in 2025, subject to Hawaiian shareholder approval and U.S. antitrust clearance.

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.
 
ITEM 9A.    CONTROLS AND PROCEDURES
 
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
 
The Company’s management, with the participation of the Principal Executive Officer and Principal Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.
 
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
 
There have been no changes in the Company's internal controls over financial reporting during the year ended December 31, 2021,2023, 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).
8688



MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO Framework). Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.2023.
 
We intend to review and evaluate the design and effectiveness of our disclosure controls and procedures and internal control over financial reporting on an ongoing basis, improve these controls and procedures over time, and correct any deficiencies that we may discover in the future. While we believe the present design of our disclosure controls and procedures and internal control over financial reporting are effective, future events affecting our business may cause us to modify our controls and procedures.
 
The Company's independent registered public accounting firm has issued an attestation report regarding its assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2021.2023.

8789



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors
Alaska Air Group, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Alaska Air Group, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2021,2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021,2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20212023 and 2020,2022, the related consolidated statements of operations, comprehensive operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021,2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 11, 202214, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP
Seattle, Washington
February 11, 202214, 2024

/s/ KPMG LLP
8890



ITEM 9B.    OTHER INFORMATION

Explanatory Note

On November 9, 2020, Alaska Air Group, Inc. (the Company) filed a Current Report on Form 8-K with the Securities and Exchange Commission announcing, as part of a long-planned leadership succession process, the transition of Bradley Tilden from the role of Chairman and Chief Executive Officer (CEO) of the Company to non-executive Chairman of the Company's Board of Directors and the appointment of Benito Minicucci to the role of CEO effective March 31, 2021.

On February 26, 2021,12, 2024, Dhiren Fonseca notified the Company filed a Current Report on Form 10-K clarifying that Mr. Tilden would continue to serve as executive Chairman of the Board following his retirement as CEO on March 31, 2021.

Executive and Board Transitions

On February 8, 2022, Mr. Tilden informed the Board of his intention to retire fromnot stand for re-election to the role of executive Chairman and to step down as a Directorboards of the Company and its airline subsidiaries at the conclusion of the annual meeting of stockholdersin order to pursue other professional and personal opportunities. He will complete serving his current term, which ends on May 5, 2022.

Upon9, 2024. Mr. Fonseca’s departure was not due to any disagreement with the recommendation of the Board’s Governance, Nominating and Corporate Responsibility Committee (Committee), the Board elected Patricia Bedient to assume the role of non-executive Board Chair uponCompany. Mr. Tilden’s retirement. Ms. BedientFonseca has served on the Alaska Air Group board for over nine years and currently sits on the Audit Committee and the Innovation Committee. In connection with this notice, the Board since 2004, as Lead Independent Director since May 2016, and asacted on February 14, 2024, to reduce the Chairnumber of Board seats from 11 to 10 effective at the Committee since May 2020.2024 annual meeting of stockholders.

TheOn February 14, 2024, the Board of Directors elected Emily Halverson vice president finance, AAG controller and treasurer of Alaska Air Group, Inc. and Alaska Airlines, Inc. Ms. Halverson was also elected Kathleen Hogan to succeedcontroller of Horizon Air Industries, Inc. and will continue in her role as Alaska Air Group, Inc.’s principal accounting officer. Ms. BedientHalverson has served as Chair of the Committee, effective May 6, 2022. Ms. Hogan, chief people officer and executiveCompany’s vice president of human resources for Microsoft Corporation, has served on the Boardfinance and controller and principal accounting officer since 2019 and also sits on the Compensation and Leadership Development committee.

Board Size

In connection with Mr. Tilden’s retirement announcement and effective at the close of the 2022 annual meeting of stockholders, the number of seats on the Company’s and its airline subsidiaries’ boards of directors was decreased by actions of each board from 14 to 13.April 2022.

ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.
PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
See “Executive Officers” under Item 1, “Our Business,“Business,” in Part I of this Form 10-K for information on the executive officers of Air Group and its subsidiaries. Except as provided herein, the remainder of the information required by this item is incorporated herein by reference from the definitive Proxy Statement for Air Group's 20222024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 20212023 (hereinafter referred to as our “2022“2024 Proxy Statement”).
 
ITEM 11. EXECUTIVE COMPENSATION
 
The information required by this item is incorporated herein by reference from our 20222024 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The information required by this item is incorporated herein by reference from our 20222024 Proxy Statement.

89



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
The information required by this item is incorporated herein by reference from our 20222024 Proxy Statement.
 
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Our independent registered public accounting firm is KPMG LLP, Seattle, WA, Auditor Firm ID: 185.

The information required by this item is incorporated herein by reference from our 20222024 Proxy Statement.
 
PART IV
 
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
The following documents are filed as part of this report:
91




1.Exhibits: See Exhibit Index.

9092



EXHIBIT INDEX
Certain of the following exhibits have been filed with the Securities and Exchange Commission and are incorporated by reference from the documents below. Certain others are filed with this Form 10-K. The exhibits are numbered in accordance with Item 601 of Regulation S-K.
Exhibit
Number
Exhibit
Description
FormDate of
First Filing
Exhibit
Number
2.18-KDecember 4, 20232.1
3.110-QAugust 3, 20173.1
4.1*10-KFebruary 26, 20214.1
4.2*10-KFebruary 26, 20214.2
4.3*10-KFebruary 26, 20214.3
4.4*10-KFebruary 26, 20214.4
4.510-QAugust 3, 20214.1
4.610-QAugust 3, 20214.2
4.710-QAugust 3, 20214.3
4.810-QAugust 3, 20214.4
4.910-QAugust 3, 20214.5
4.1010-QAugust 3, 20214.6
10.1#10-QNovember 4, 202110.1
10.2#10-KFebruary 26, 202110.1
10.3#10-KFebruary 14, 201310.8
10.4#10-KFebruary 11, 202210.4
10.5#10-KFebruary 11, 202210.5
10.6#10-KFebruary 11, 202210.6
10.7#10-KFebruary 11, 202210.7
10.8#10-KFebruary 11, 202210.8
10.9#10-KFebruary 11, 202210.9
10.10#10-KFebruary 11, 202210.10
10.11#10-KFebruary 11, 202210.11
10.12#10-QMay 4, 201810.3
10.13#10-KFebruary 11, 202210.13
10.14#10-KFebruary 11, 202210.14
10.15#10-KFebruary 11, 202210.15
10.16#10-KFebruary 11, 202210.16
10.17#10-KFebruary 11, 202210.17
10.18#10-QMay 6, 202110.1
10.19#10-QAugust 3, 202110.3
93



10.20#10-QAugust 3, 202110.4
10.21#10-QNovember 4, 202110.3
10.22#10-QMay 5, 202210.1
10.23#10-QAugust 2, 202210.1
10.24#10-KFebruary 13, 202310.24
10.25#†10-K
10.26#†10-K
10.27#10-QMay 9, 201610.1
10.28#10-KFebruary 11, 202210.23
10.29#10-KFebruary 11, 202210.24
10.30#10-KFebruary 11, 202210.25
10.31#10-KFebruary 11, 202210.26
10.32#10-KFebruary 11, 202210.27
10.33#10-KFebruary 11, 202210.28
10.34#10-KFebruary 11, 202210.29
10.35#10-KFebruary 11, 202210.30
10.36#10-KFebruary 11, 202210.31
10.37#10-KFebruary 11, 202210.32
10.38#10-KFebruary 11, 202210.33
10.39#10-KFebruary 11, 202210.34
10.40#10-KFebruary 11, 202210.35
10.41#10-KFebruary 11, 202210.36
10.42#10-QAugust 3, 202110.5
10.43#10-QNovember 4, 202110.2
10.44#10-KFebruary 11, 202210.39
10.45#10-KFebruary 11, 202210.40
10.46#10-QAugust 2, 202210.2
10.47#10-QMay 5, 202310.1
10.48#10-QMay 5, 202310.2
10.49#10-QNovember 2, 202310.1
10.50#10-QNovember 2, 202310.2
94



10.51#†10-K
10.52*10-QAugust 4, 201110.3
10.53*10-QAugust 4, 201110.4
10.54*10-KFebruary 11, 201610.10
10.55*8-KMay 18, 201610.1
10.56*10-QAugust 2, 202210.3
10.57*10-KFebruary 11, 201610.12
10.58*†10-K
10.59*10-QAugust 4, 201110.2
10.60*10-KFebruary 11, 202210.49
10.61*10-KFebruary 12, 202010.24
10.62*10-QAugust 3, 202110.7
10.63*10-KFebruary 26, 202110.19
10.64*10-QAugust 3, 202110.1
10.65*10-QAugust 3, 202110.2
10.66*10-KFebruary 26, 202110.20
10.67*10-KFebruary 26, 202110.21
10.68*10-KFebruary 11, 202210.57
10.69*10-KFebruary 11, 202210.58
10.70*10-KFebruary 11, 202210.59
10.71*10-KFebruary 11, 202210.60
21†10-K
23.1†10-K
31.1†10-K
31.2†10-K
32.1†10-K
32.2†10-K
97.1*†10-K
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.10-K
101.SCH†XBRL Taxonomy Extension Schema Document10-K
101.CAL†XBRL Taxonomy Extension Calculation Linkbase Document10-K
101.DEF†XBRL Taxonomy Extension Definition Linkbase Document10-K
101.LAB†XBRL Taxonomy Extension Label Linkbase Document10-K
101.PRE†XBRL Taxonomy Extension Presentation Linkbase Document10-K
Filed herewith
95



*Indicates management contract or compensatory plan or arrangement.
#Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

96



ITEM 16.    FORM 10-K SUMMARY

Not applicable.
97



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. 
   
By:/s/ BENITO MINICUCCI Date:February 11, 202214, 2024
 Benito Minicucci  
 President and Chief Executive Officer  
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on February 11, 202214, 2024 on behalf of the registrant and in the capacities indicated.
98



 
/s/ BENITO MINICUCCIPresident and CEO Alaska Air Group, Inc. and Alaska Airlines, Inc.
Benito Minicucci
  
/s/ SHANE R. TACKETTExecutive Vice President/Finance and Chief Financial Officer
(Principal Financial Officer)
Shane R. Tackett
/s/ CHRISTOPHER M. BERRYEMILY HALVERSON
Vice President Finance, AAG Controller and Controller
Treasurer
(Principal Accounting Officer)
Christopher M. BerryEmily Halverson
/s/ BRADLEY D. TILDENChairman, Alaska Air Group, Inc; Chairman, Alaska Airlines; Chairman, Horizon Air Industries, Inc
Bradley D. Tilden
/s/ PATRICIA M. BEDIENTDirectorChair, Alaska Air Group, Inc; Chair, Alaska Airlines; Chair, Horizon Air Industries, Inc
Patricia M. Bedient
  
/s/ JAMES A. BEERDirector
James A. Beer
  
/s/ RAYMOND L. CONNERDirector
Raymond L. Conner
/s/ DANIEL K. ELWELLDirector
Daniel K. Elwell
/s/ DHIREN R. FONSECADirector
Dhiren R. Fonseca
  
/s/ KATHLEEN T. HOGANDirector
Kathleen T. Hogan
/s/ JESSE J. KNIGHT, JR.Director
Jesse J. Knight, Jr.
/s/ SUSAN J. LIDirector
Susan J. Li
/s/ ADRIENNE R. LOFTONDirector
Adrienne R. Lofton
/s/ HELVI K. SANDVIKDirector
Helvi K. Sandvik
/s/ J. KENNETH THOMPSONDirector
J. Kenneth Thompson
/s/ ERIC K. YEAMANDirector
Eric K. Yeaman

9199



EXHIBIT INDEX
Certain of the following exhibits have been filed with the Securities and Exchange Commission and are incorporated by reference from the documents below. Certain others are filed with this Form 10-K. The exhibits are numbered in accordance with Item 601 of Regulation S-K.
Exhibit
Number
Exhibit
Description
FormDate of
First Filing
Exhibit
Number
File
Number
3.110-QAugust 3, 20173.1
4.1*10-KFebruary 26, 20214.1
4.2*10-KFebruary 26, 20214.2
4.3*10-KFebruary 26, 20214.3
4.4*10-KFebruary 26, 20214.4
4.510-QAugust 3, 20214.1
4.610-QAugust 3, 20214.2
4.710-QAugust 3, 20214.3
4.810-QAugust 3, 20214.4
4.910-QAugust 3, 20214.5
4.1010-QAugust 3, 20214.6
10.110-QNovember 4, 202110.1
10.2#10-KFebruary 26, 202110.1
10.3#10-KFebruary 14, 201310.2
10.4#
10-K
10.5#
10-K
10.6#
10-K
10.7#
10-K
10.8#
10-K
10.9#
10-K
10.10#
10-K
10.11#
10-K
10.12#10-QMay 4, 201810.3
10.13#
10-K
10.14#
10-K
10.15#
10-K
10.16#
10-K
10.17#
10-K
10.18#10-QMay 6, 202110.1
92



10.19#10-QAugust 3, 202110.3
10.20#10-QAugust 3, 202110.4
10.21#10-QNovember 4, 202110.3
10.22#10-QMay 9, 201610.1
10.23#
10-K
10.24#
10-K
10.25#
10-K
10.26#
10-K
10.27#
10-K
10.28#
10-K
10.29#
10-K
10.30#
10-K
10.31#
10-K
10.32#
10-K
10.33#
10-K
10.34#
10-K
10.35#
10-K
10.36#
10-K
10.37#10-QAugust 3, 202110.5
10.38#10-QNovember 4, 202110.2
10.39#
10-K
10.40#
10-K
10.41*10-QAugust 4, 201110.3
10.42*10-QAugust 4, 201110.4
10.43*10-KFebruary 11, 201610.10
10.44*8-KMay 18, 201610.1
10.45*
10-K
10.46*10-KFebruary 11, 201610.12
10.47*10-QAugust 4, 201110.1
10.48*10-QAugust 4, 201110.2
10.49*
10-K
10.50*10-KFebruary 12, 202010.24
93



10.51*10-QAugust 3, 202110.7
10.52*10-KFebruary 26, 202110.19
10.53*10-QAugust 3, 202110.1
10.54*10-QAugust 3, 202110.2
10.55*10-KFebruary 26, 202110.20
10.56*10-KFebruary 26, 202110.21
10.57*†10-K
10.58*†10-K
10.59*†10-K
10.60*†10-K
21†10-K
23.1†10-K
31.1†10-K
31.2†10-K
32.1†10-K
32.2†10-K
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.10-K
101.SCH†XBRL Taxonomy Extension Schema Document10-K
101.CAL†XBRL Taxonomy Extension Calculation Linkbase Document10-K
101.DEF†XBRL Taxonomy Extension Definition Linkbase Document10-K
101.LAB†XBRL Taxonomy Extension Label Linkbase Document10-K
101.PRE†XBRL Taxonomy Extension Presentation Linkbase Document10-K
Filed herewith
*Indicates management contract or compensatory plan or arrangement.
#Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

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