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Alaska Air Group 10-K 2008
Form 10-K
Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-K

 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the fiscal year ended December 31, 2007

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                     to                    

 

Commission File Number 1-8957

 

ALASKA AIR GROUP, INC.

 

A Delaware Corporation

 

91-1292054  

19300 International Boulevard, Seattle, Washington 98188

Telephone: (206) 392-5040

(I.R.S. Employer Identification No.)  

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Name of Each Exchange on Which Registered

Common Stock, $1.00 Par Value

   New 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  x     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  x

 

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  x    No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

 

Large accelerated filer  x      Accelerated filer  ¨      Non-accelerated filer  ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

 

As of December 31, 2007, shares of common stock outstanding totaled 38,050,680. The aggregate market value of the shares of common stock of Alaska Air Group, Inc. held by nonaffiliates on June 29, 2007, was approximately $1.12 billion (based on the closing price of $27.86 per share on the New York Stock Exchange on that date).

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Title of Document

  

Part Hereof Into Which Document is to be Incorporated

Definitive Proxy Statement Relating to
2008 Annual Meeting of Shareholders
   Part III

 

 

 


Table of Contents

ALASKA AIR GROUP, INC.

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007

 

TABLE OF CONTENTS

 

PART I

   5

  ITEM 1.

  

OUR BUSINESS

   5
  

WHERE YOU CAN FIND MORE INFORMATION

   5
  

OUR AIRLINES

   5
  

ALASKA

   5
  

HORIZON

   6
  

INDUSTRY CONDITIONS

   6
  

FUEL

   7
  

MARKETING AND COMPETITION

   8
  

ALLIANCES WITH OTHER AIRLINES

   8
  

COMPETITION

   8
  

TICKET DISTRIBUTION

   9
  

EMPLOYEES

   9
  

EXECUTIVE OFFICERS OF THE REGISTRANT

   11
  

REGULATION

   12
  

GENERAL

   12
  

AIRLINE FARES

   13
  

ENVIRONMENTAL MATTERS

   13
  

CUSTOMER SERVICE

   14
  

MILEAGE PLAN PROGRAM

   14
  

OTHER INFORMATION

   15
  

SEASONALITY AND OTHER FACTORS

   15
  

INSURANCE

   15
  

OTHER GOVERNMENT MATTERS

   15

ITEM 1A.

  

RISK FACTORS

   16

ITEM 1B.

  

UNRESOLVED STAFF COMMENTS

   21

  ITEM 2.

  

PROPERTIES

   22
  

AIRCRAFT

   22
  

GROUND FACILITIES AND SERVICES

   23

  ITEM 3.

  

LEGAL PROCEEDINGS

   23

  ITEM 4.

  

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   23

PART II

   24

  ITEM 5.

  

MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

   24
  

SALES OF NON-REGISTERED SECURITIES

   24
  

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

   24
  

PERFORMANCE GRAPH

   25

  ITEM 6.

  

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

   26

  ITEM 7.

  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   28
  

OVERVIEW

   28
  

YEAR IN REVIEW

   28
  

RESULTS OF OPERATIONS

   32
  

2007 COMPARED WITH 2006

   32
  

Alaska Airlines

   36
  

Horizon Air

   43

 

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Table of Contents
  

Consolidated Nonoperating Income (Expense)

   46
  

Consolidated Income Tax Expense (Benefit)

   47
  

2006 COMPARED WITH 2005

   47
  

Alaska Airlines

   47
  

Horizon Air

   50
  

Consolidated Nonoperating Income (Expense)

   52
  

Consolidated Income Tax Expense (Benefit)

   52
  

CHANGE IN ACCOUNTING POLICY

   52
  

CRITICAL ACCOUNTING ESTIMATES

   53
  

NEW ACCOUNTING STANDARDS

   56
  

LIQUIDITY AND CAPITAL RESOURCES

   57
  

ANALYSIS OF OUR CASH FLOWS

   57
  

CONTRACTUAL OBLIGATIONS, COMMITMENTS AND OFF-BALANCE SHEET ARRANGEMENTS

   58
  

EFFECT OF INFLATION AND PRICE CHANGES

   59
  

OTHER

   59

ITEM 7A.

  

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

   60
  

MARKET RISK – AIRCRAFT FUEL

   60
  

FINANCIAL MARKET RISK

   60

  ITEM 8.

  

CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   61
  

SELECTED QUARTERLY CONSOLIDATED FINANCIAL INFORMATION

   61
  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   62
  

CONSOLIDATED BALANCE SHEETS

   64
  

CONSOLIDATED STATEMENTS OF OPERATIONS

   66
  

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

   67
  

CONSOLIDATED STATEMENTS OF CASH FLOWS

   69
  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   70

  ITEM 9.

  

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

   98

ITEM 9A.

  

CONTROLS AND PROCEDURES

   98
  

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

   98
  

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

   98
  

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

   98
  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   99

ITEM 9B.

  

OTHER INFORMATION

   100

PART III

   101

  ITEM 10.

  

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

   101

  ITEM 11.

  

EXECUTIVE COMPENSATION

   101

  ITEM 12.

  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS

   101

  ITEM 13.

  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

   101

  ITEM 14.

  

PRINCIPAL ACCOUNTANT FEES AND SERVICES

   101

PART IV

   102

  ITEM 15.

  

EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

   102

  SIGNATURES

      103

 

As used in this Form 10-K, the terms “Air Group,” “our,” “we” and the “Company” 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,” respectively, and together as our “airlines.”

 

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Table of Contents

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. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “assume” or other similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or the Company’s present expectations. Some of the things that could cause our actual results to differ from our expectations are:

 

   

the competitive environment in our industry;

 

   

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

 

   

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

 

   

the amounts of potential lease termination payments with lessors for our remaining MD-80 and Q200 leased aircraft and related sublease payments from sublessees, if applicable;

 

   

our significant indebtedness;

 

   

compliance with our financial covenants;

 

   

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

 

   

our ability to meet our cost reduction goals;

 

   

operational disruptions;

 

   

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

 

 

   

the concentration of our revenue from a few key markets;

 

   

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

 

   

insurance costs;

 

   

our inability to achieve or maintain profitability;

 

   

fluctuations in our quarterly results;

 

   

an aircraft accident or incident;

 

   

liability and other claims asserted against us;

 

   

our reliance on automated systems and the risks associated with changes made to those systems;

 

   

our reliance on third-party vendors and partners;

 

   

changes in laws and regulations; and

 

   

increases in government fees and taxes.

 

You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date on which this report was filed with the SEC. 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. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such differences might be significant and materially adverse to our shareholders. For a discussion of these and other risk factors in this Form 10-K, see “Item 1A: Risk Factors.” 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. OUR BUSINESS

 

We are a Delaware corporation incorporated in 1985 and we have two principal subsidiaries: Alaska Airlines, Inc. (Alaska) and Horizon Air Industries, Inc. (Horizon). Through these subsidiaries, we provide passenger air service to approximately 25 million passengers per year to nearly 100 destinations. We also provide freight and mail services, primarily to and within the state of Alaska and on the West Coast. Although Alaska and Horizon both operate as airlines, their business plans, competition, and economic risks differ substantially. Alaska is a major airline that operates an all-jet fleet with an average passenger trip length of 1,051 miles. Horizon is a regional airline, operates turboprop and jet aircraft, and its average passenger trip is 386 miles. Individual financial information about Alaska and Horizon is in Note 15 to the consolidated financial statements and throughout this section, specifically in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Both of our airlines endeavor to distinguish themselves from competitors by providing a higher level of customer service and differentiating amenities. Our outstanding employees and excellent service in the form of advance seat assignments, expedited check-in, attention to customer needs, a generous frequent flyer program, well-maintained aircraft, a first-class section aboard Alaska aircraft, and other amenities are regularly recognized by independent studies, awards, and surveys of air travelers. For example, Horizon was named the “2007 Regional Airline of the Year” by Air Transport World, a leading industry publication, and Alaska was named in the top five U.S. carriers for premium service in a recent Zagat survey. We are very proud of these awards and we continue to strive to have the best customer service in the industry.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We maintain an Internet website at www.alaskaair.com. 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 filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available on our website at www.alaskaair.com, free of charge, as soon as reasonably practicable after the electronic filing of these reports with the Securities and Exchange Commission. The information contained on our website is not a part of this annual report on Form 10-K.

 

OUR AIRLINES

 

ALASKA

 

Alaska Airlines is an Alaska corporation that was organized in 1932 and incorporated in 1937. We offer extensive north/south service within the western U.S., Canada and Mexico, and passenger and dedicated cargo services to and within the state of Alaska. We also provide long-haul east/west service to eight cities in the continental U.S., primarily from Seattle, where we have our largest concentration of departures; although we do offer long-haul departures from Anchorage, Los Angeles, and Portland, Oregon. During 2007, we also initiated service to Hawaii, with non-stops from Seattle to Honolulu and Lihue and from Anchorage to Honolulu.

 

In 2007, we carried 17.6 million revenue passengers in our mainline operations, and in each year since 1973, we have carried more passengers between Alaska and the U.S. mainland than any other airline. Based on the

 

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number of passengers, Alaska’s leading airports are Seattle, Los Angeles, Anchorage and Portland. Based on 2007 revenues, the leading nonstop routes are Seattle-Anchorage, Seattle-Los Angeles, and Seattle-San Diego. At December 31, 2007, Alaska’s operating fleet consisted of 115 jet aircraft, compared to 114 aircraft as of December 31, 2006.

 

Alaska’s passenger traffic by market is presented below:

 

     2007      2006  

West Coast

  46 %    45 %

Within Alaska and between Alaska and the U.S. mainland

  21 %    20 %

Mexico

  11 %    11 %

Canada

  4 %    4 %

Other, including transcontinental and Hawaii

  18 %    20 %
              

Total

  100 %    100 %
              

 

HORIZON

 

Horizon Air Industries, a Washington corporation that first began service and was incorporated in 1981, and was acquired by Air Group in 1986. It is the largest regional airline in the Pacific Northwest, and serves a number of cities in six states and six cities in Canada under the Horizon brand. In 2008, Horizon began service to Loreto, Mexico, from Los Angeles and will serve its seventh city in Canada when it begins service to Prince George, British Columbia, in May 2008. In addition to operating under its own brand, Horizon operated regional jet service as Frontier JetExpress through the end of November 2007 under an agreement with Frontier Airlines. Horizon terminated this agreement with Frontier at that time and has redeployed the nine CRJ-700s back into the Air Group route structure.

 

In 2007, Horizon carried 7.6 million revenue passengers. Approximately 92% of Horizon’s revenue passenger miles in 2007 were flown domestically, primarily in the states of Washington, Oregon and Idaho, compared to 91% in 2006. The Canada markets accounted for 8% of revenue passenger miles in 2007, compared to 9% in 2006. Based on passenger enplanements, Horizon’s leading airports are Seattle, Portland, Boise, and Spokane. Based on revenues in 2007, the leading nonstop routes are Portland-Seattle, Spokane-Seattle, and Ontario-Portland. At December 31, 2007, Horizon’s operating fleet consisted of 21 jets and 49 turboprop aircraft. Except for those flights that were operated as Frontier JetExpress, Horizon flights are listed under the Alaska Airlines designator code in airline reservation systems.

 

Alaska and Horizon integrate their flight schedules to provide convenient, competitive connections between most points served by their systems. In 2007 and 2006, approximately 22% and 24%, respectively, of Horizon’s passengers connected to flights operated by Alaska.

 

INDUSTRY CONDITIONS

 

Our industry is highly competitive and is characterized by low profit margins and high fixed costs, primarily for wages, aircraft fuel, aircraft ownership costs and facilities rents. Because expenses of a flight do not vary significantly with 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 on our results of operations. Passenger demand and ticket prices are, to a large measure, influenced by the general state of the economy in some parts of the United States, current events and available capacity.

 

In 2007, the airline industry posted its second year of net profits since 2000. However, with the dramatic increase in fuel prices and a softening economy, industry profits were lower than originally predicted by industry experts and analysts. In 2005 and 2006, load factors and unit revenues climbed higher in the wake of strong demand and a healthy economy. That strong demand and a reduction in total capacity in some regions, as other major carriers shifted capacity to international routes, allowed domestic carriers to raise ticket prices. However, there was some softening in demand for air

 

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travel early in 2007, and unit revenues declined on a year-over-year basis during the first half of the year. Unit revenues rebounded later in the year, principally in response to higher passenger load factors and actions taken to help offset increases in jet fuel prices.

 

Several traditional or “legacy” carriers have reorganized through bankruptcy proceedings over the past several years. These carriers have gained a competitive advantage by significantly reducing their costs almost immediately. In addition, so called “low-cost carriers” (LCCs) have grown significantly since 2001 and currently carry more than 30% of total U.S. domestic passenger traffic. However, the line between the LCCs and legacy carriers is becoming more blurred as the legacy carriers make further reductions in unit costs and the LCCs face cost pressures, and as the legacy carriers reduce service offerings. Because of their unit cost advantage, the LCCs and recently reorganized airlines have and continue to exert downward pressure on ticket prices compared to historical levels. Because of the relatively low barriers to entry and financial success of LCCs, we expect the expansion of low-cost and low-fare carriers to continue. We compete with many of these carriers directly now, and expect to compete with new entrants in the future. For example, Virgin America, a new LCC, has announced plans to offer non-stop service between Seattle and Los Angeles and between Seattle and San Francisco in the spring of 2008.

 

FUEL

 

Our business and financial results are highly affected by the price and, potentially, the availability of jet fuel. Fuel prices have increased dramatically over the past few years and these increases have hurt our financial results. We refer to the price we pay at the airport or “into- plane” price, including applicable taxes, as our “raw” fuel price. Raw fuel prices are impacted by world oil prices and refining costs, which can vary by region in the U.S. Generally, West Coast jet fuel prices are somewhat higher and substantially more volatile than prices in the Gulf Coast or on the East Coast, putting both Alaska and Horizon at a competitive disadvantage. Historically, fuel costs have generally represented 10% to 15% of an airline’s operating costs. However, in recent years, fuel costs have risen sharply to represent 20% to 30% of total operating costs for airlines. Both the crude oil and refining cost components of jet fuel are volatile and outside of our control, and they can have a significant and immediate impact on our operating results. Our average raw fuel cost per gallon increased 8%, 17%, and 34%, in 2007, 2006, and 2005, respectively.

 

LOGO

 

We almost exclusively use crude oil call options as hedges to decrease our exposure to the volatility of jet fuel prices. Call options effectively cap our pricing on the crude oil component of fuel prices, limiting our exposure to increasing fuel prices on a percentage of our planned fuel consumption. With these call option contracts, we still benefit from the decline in crude oil prices, as there is no downward exposure other than the premiums we pay to enter into the contracts. We also use collar structures in limited instances for fuel hedging purposes. Additionally, we enter into fuel purchase contracts that fix the refining margin we pay on a certain percentage of our fuel consumption.

 

Fuel costs, including gains and losses stemming from changes in the value of our hedge portfolio, were approximately 27% of our total operating expenses in 2007, 26% in 2006, and 20% in 2005. Currently, a one-cent change in our hedged fuel price per gallon affects annual fuel costs by approximately $4.0 million. In addition

 

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to our hedging program, we believe that operating fuel-efficient aircraft helps to mitigate the effect of high fuel prices.

 

Due to the competitive nature of the airline industry, airlines often have been unable to immediately pass on increased fuel prices to customers by increasing fares. Conversely, any potential benefit of lower fuel prices could be offset by increased fare competition and lower revenues.

 

Although we do not currently anticipate a significant reduction in jet fuel availability, dependency on foreign imports of crude oil and the possibility of changes in government policy on jet fuel production, transportation and marketing make it impossible to predict the future availability of jet fuel. In the event of significant hostilities or other conflicts in oil-producing areas, there could be reductions in the production and/or importation of crude oil resulting in price increases, which could adversely affect our business. If there were major reductions in the availability of jet fuel, our business would be adversely affected.

 

MARKETING AND COMPETITION

 

ALLIANCES WITH OTHER AIRLINES

 

We have marketing alliances with several other airlines that provide reciprocal frequent flyer mileage credit and redemption privileges as well as code sharing on certain flights as shown in the table below. Alliances enhance our revenues by:

 

   

offering our customers more travel destinations and better mileage credit/redemption opportunities;

 

   

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 Horizon while earning mileage credit in our partners’ programs.

 

Most of our codeshare relationships are free-sell 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 at any time, one or more may be in the process of renegotiation.

 

Our marketing alliances with other airlines as of December 31, 2007 are as follows:

 

     Frequent
Flyer
Agreement
    Codeshare—
Alaska
Flight #

on Flights
Operated by
Other Airline
  Codeshare—
Other Airline
Flight # On
Flights
Operated by

Alaska/
Horizon

Major U.S. or
International Airlines

American Airlines/American Eagle

  Yes     Yes   Yes

Air France

  Yes     No   Yes

British Airways

  Yes     No   No

Cathay Pacific Airways

  Yes     No   No

Continental Airlines

  Yes     Yes   Yes

Delta/Delta Connection**

  Yes     Yes   Yes

KLM

  Yes     No   Yes

Lan S.A.

  Yes     No   Yes

Northwest Airlines

  Yes     Yes   Yes

Qantas

  Yes     No   Yes

Regional Airlines

       

Era Aviation

  Yes *   Yes   No

PenAir

  Yes *   Yes   No

Big Sky Airlines

  No     Yes   No

 

* This airline does not have its own frequent flyer program. However, Alaska’s Mileage Plan members can earn and redeem miles on this airline’s route system.
** Alaska has codeshare agreements with the Delta Connection carriers Skywest and ASA as part of its agreement with Delta Air Lines.

 

COMPETITION

 

Competition in the airline industry is intense. We believe the principal competitive factors in the industry that are important to customers are:

 

   

safety record and reputation,

 

   

flight schedules,

 

   

fares,

 

   

customer service,

 

   

routes served,

 

   

frequent flyer programs,

 

   

on-time arrivals,

 

   

baggage handling,

 

   

on-board amenities,

 

   

type of aircraft, and

 

   

code-sharing relationships.

 

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Together, Alaska and Horizon carry approximately 3.2% of all U.S. domestic passenger traffic. We compete with one or more domestic or foreign airlines on most of our routes, including Southwest Airlines, United Airlines, Northwest Airlines, Continental Airlines, American Airlines, Delta Air Lines, US Airways, and regional affiliates associated with some of these carriers. Most of these airlines are larger and have greater financial resources and name recognition or lower operating costs than our companies. In addition, competitors that have successfully reorganized out of bankruptcy have lower operating costs derived from renegotiated labor, supply and financing agreements. Some of these competitors have chosen to add service, reduce their fares, or both in our markets. Continuing growth of LCCs, including Southwest Airlines, AirTran Airways, Frontier Airlines, jetBlue Airways, and Virgin America, places significant competitive pressures on us and other network carriers because the LCCs have the ability to charge a lower fare for travel between similar cities. As such, we may be unable to compete effectively against other airlines that introduce service or discounted fares in the markets that we serve. Due to its short-haul markets, Horizon also competes with ground transportation in many markets, including train, bus and automobile transportation.

 

TICKET DISTRIBUTION

 

Airline tickets are distributed through three primary channels:

 

   

Airline websites such as alaskaair.com or horizonair.com. It is less expensive for us to sell through these direct channels and, as a result, we continue to take steps to drive more business to our websites. In addition, we believe this channel is preferable from a branding and customer-relationship standpoint in that we can establish ongoing communication with the customer and tailor offers accordingly. In October 2007, we passed a significant milestone by processing over 50% of our monthly sales through our website – a sign of progress toward our goal of transitioning more of our customers to this direct sales channel.

 

   

Traditional and online travel agents. Consumer reliance on traditional travel agencies is shrinking, giving way to online travel agencies. Both traditional and online travel agencies typically use Global Distribution Systems (GDS), such as Sabre, 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 of our large corporate customers require that we use these agencies. Some of our competitors do not use this distribution channel and, as a result, have lower ticket distribution costs.

 

   

Reservation call centers. These call centers are located in Phoenix, Arizona; Kent, Washington; and Boise, Idaho. We generally charge a $10 fee for booking reservations through these call centers.

 

Our sales by channel are presented below:

 

      2007     2006  

Alaskaair.com/horizonair.com

   43 %   39 %

Traditional and online travel agencies

   43 %   47 %

Reservations call center

   12 %   12 %

All other channels

   2 %   2 %
              

Total

   100 %   100 %
              

 

EMPLOYEES

 

Labor costs have historically made up 30% to 40% of an airline’s total operating costs. Most major airlines, including ours, have employee groups that are covered by collective bargaining agreements. Often, airlines with unionized work forces have higher labor costs than carriers without unionized work forces, and they may not have the ability to adjust labor costs downward quickly enough to respond to new competition. New entrants into the U.S. airline industry generally do not have unionized work forces, which can be a competitive advantage for those airlines. Alaska has been able to reduce wages and benefits costs from 2004 levels through a number of initiatives, but we have experienced recent increases in wage and benefit costs because of normal scale and step increases,

 

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market wage increases, and higher healthcare costs. Horizon faces similar pressures on wages and benefits. We expect to see continued upward pressure on wages and benefits in the future. We recognize the need to continue to improve employee productivity in order to mitigate this cost pressure and to reduce our wages and benefits on an available-seat-mile basis. We have initiatives underway to increase productivity and efficiency.

 

We had 14,710 (Alaska and Horizon had 10,526 and 4,184, respectively) active full-time and part-time employees at December 31, 2007, compared to 14,485 (10,454 at Alaska and 4,031 at Horizon) as of December 31, 2006. Wages, salaries and benefits (including variable incentive pay) represented approximately 30% and 28% of our total operating expenses in 2007 and 2006, respectively.

 

At December 31, 2007, labor unions represented 84% of Alaska’s and 48% of Horizon’s employees. Our relations with our labor organizations are governed by the Railway Labor Act (RLA). Under this act, 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 appoint a federal mediator. If no agreement is reached in mediation, the National Mediation Board may declare that an impasse exists, at which point the National Mediation Board offers binding arbitration to the parties. Either party may decline to submit to arbitration. If either party rejects arbitration, a 30-day “cooling-off” period commences. During that period, a Presidential Emergency Board may be established, which examines the parties’ positions and recommends a solution. The Presidential Emergency Board process, if invoked, lasts for 30 days and is followed by another “cooling-off” period of 30 days. At the end of the applicable “cooling-off” period, unless an agreement is reached or action is taken by Congress, the labor organization may strike and the airline may resort to “self-help,” including the imposition of any or all of its proposed amendments on the collective bargaining agreements and/or the hiring of workers to replace strikers.

 

Alaska’s union contracts at December 31, 2007 were as follows:

 

Union

  

Employee Group

   Number of
Employees
   Contract Status
Air Line Pilots Association International (ALPA)    Pilots    1,483    In Negotiations
   
Association of Flight Attendants (AFA)    Flight attendants    2,720    Amendable 4/27/10
   
International Association of Machinists and    Ramp service and stock clerks; and Clerical, office and passenger service    664    Amendable 7/17/10
Aerospace Workers (IAM/RSSA)       3,121    Amendable 7/17/10
   
Aircraft Mechanics Fraternal Association (AMFA)    Technicians, inspectors and cleaners    678    Amendable 10/01/09
   
Mexico Workers Association of Air Transport    Station personnel in Mexico    111    Amendable 9/29/09
   
Transport Workers Union of America (TWU)    Dispatchers    35    Amendable 7/01/10*

 

* Collective bargaining agreement contains interest arbitration provision.

 

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Horizon’s union contracts at December 31, 2007 were as follows:

 

Union

  

Employee Group

   Number of
Employees
   Contract Status
International Brotherhood of Teamsters (IBT)    Pilots    722    In Negotiations
   
AFA    Flight attendants    672    In Negotiations
   
AMFA    Technicians and related classifications    507    Amendable 11/30/08
   
TWU    Dispatchers    21    Amendable 10/6/08
   
National Automobile, Aerospace, Transportation and General Workers    Station personnel in Vancouver and Victoria, BC, Canada    85    Expires 2/14/10

 

EXECUTIVE OFFICERS OF THE REGISTRANT

 

The executive officers of Alaska Air Group, Inc. (including its subsidiaries Alaska and Horizon), their positions and their respective ages (as of February 1, 2008) are as follows:

 

Name

  

Position

   Age    Air Group
or Subsidiary
Officer Since

William S. Ayer

   Chairman, President and Chief Executive Officer of Alaska Air Group, Inc. and Alaska Airlines, Inc.    53    1985
   

Bradley D. Tilden

   Executive Vice President/Finance and Planning and Chief Financial Officer of Alaska Air Group, Inc. and Alaska Airlines, Inc.    47    1994
   

Keith Loveless

   Vice President/Legal and Corporate Affairs, General Counsel and Corporate Secretary of Alaska Air Group, Inc. and Alaska Airlines, Inc.    51    1996
   

Gregg Saretsky

   Executive Vice President/Flight and Marketing of Alaska Airlines, Inc.    48    1998
   

Glenn S. Johnson

   Executive Vice President/Airports, Maintenance and Engineering of Alaska Airlines, Inc.    49    1991
   

Jeffrey D. Pinneo

   President and Chief Executive Officer of Horizon Air Industries, Inc.    51    1990
   

Brandon S. Pedersen

   Vice President/Finance and Controller of Alaska Air Group, Inc. and Alaska Airlines, Inc. (Principal Accounting Officer)    41    2003

 

Mr. Ayer has been President since February 2003 and became Chairman and Chief Executive Officer in May 2003. Mr. Ayer is also Chairman, President and Chief Executive Officer of Alaska Airlines. He has served as Alaska Airlines’ Chairman since February 2003, as Chief Executive Officer since January 2002 and as President since November 1997. Prior to that, he was Sr. Vice President/Customer Service, Marketing and Planning of Alaska Airlines from January 1997, and Vice President/Marketing and Planning from August 1995. Prior thereto, he served as Sr. Vice President/Operations of Horizon Air from January 1995. Mr. Ayer serves on the boards of Alaska Airlines, Puget Energy, Inc., the Alaska Airlines Foundation, Angel Flight West, Inc., and the Museum of Flight. He also serves on the University of Washington Business School Advisory Board, and was recently appointed a director of the Seattle branch of the Federal Reserve Board.

 

Mr. Tilden joined Alaska Airlines in 1991, became controller of Alaska Airlines and Alaska Air Group in 1994, CFO in February 2000, Executive Vice President/Finance in January 2002, and Executive Vice President/Finance and Planning in 2007.

 

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Mr. Loveless became Corporate Secretary and Assistant General Counsel of Alaska Air Group and Alaska Airlines in 1996. In 1999, he was named Vice President/Legal and Corporate Affairs, General Counsel and Corporate Secretary of Alaska Air Group and Alaska Airlines.

 

Mr. Saretsky joined Alaska Airlines in March 1998 as Vice President/Marketing and Planning. In 2000, he became Senior Vice President/Marketing and Planning. He was elected Executive Vice President/Marketing and Planning of Alaska Airlines in 2002, and in 2007 he was elected Executive Vice President/ Flight and Marketing.

 

Mr. Johnson became Vice President/Controller and Treasurer of Horizon Air Industries in 1991 and Vice President/Customer Services in 2002. He moved to Alaska Airlines in 2003 where he has served in several roles, including Vice President/Finance and Controller and Vice President/Finance and Treasurer. Most recently, he has served as Senior Vice President/Customer Service – Airports from January 2006 through April 2007. In April 2007, he was elected Executive Vice President/Airports and Maintenance and Engineering.

 

Mr. Pinneo became Vice President/Passenger Service of Horizon Air Industries in 1990 following nine years at Alaska Airlines in various marketing roles. In January 2002, he was named President and CEO of Horizon Air.

 

Mr. Pedersen joined Alaska Airlines in 2003 as Staff Vice President/Finance and Controller of Alaska Air Group and Alaska Airlines and was elected Vice President/Finance and Controller for both entities in 2006.

 

REGULATION

 

GENERAL

 

The Department of Transportation (DOT) and the Federal Aviation Administration (FAA) exercise significant regulatory authority over air carriers.

 

   

DOT: In order to provide passenger and cargo air transportation in the U.S., a domestic airline is required to hold a certificate of public convenience and necessity issued by the DOT. 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. In addition, the DOT has jurisdiction over the approval of international codeshare agreements, alliance agreements between domestic major airlines, international route authorities and certain consumer protection matters, such as advertising, denied boarding compensation and baggage liability. International treaties may also contain restrictions or requirements for flying outside of the U.S.

 

   

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, both our operations specifications and a maintenance program for each type of aircraft we operate. The maintenance program provides for the ongoing maintenance of such aircraft, ranging from frequent routine inspections to major overhauls. From time to time 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.

 

The Aviation and Transportation Security Act (the Security Act) generally provides for enhanced aviation security measures. Pursuant to the

 

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Security Act, the Transportation Security Administration (TSA) is responsible for aviation security. The Security Act mandates that the TSA shall provide for the screening of passengers and property, including U.S. mail, cargo, carry-on and checked baggage, and other articles that will be carried aboard a passenger aircraft. The TSA performs most of these functions with its own federal employees. The TSA also provides for increased security on flight decks of aircraft and requires federal air marshals to be present on certain flights. The Security Act imposes a $2.50 per enplanement security service fee (maximum $5.00 one-way fee), which is collected by the air carriers and submitted to the government to pay for these enhanced security measures. In addition, carriers are required to pay an additional amount to the TSA to cover the cost of providing security measures equal to the amount the air carriers paid for screening passengers and property in 2000. We paid $12.6 million to the TSA for this security charge in 2007, 2006 and 2005.

 

The Department of Justice has jurisdiction over airline antitrust matters. 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 Railway Labor Act, which vests in the National Mediation Board (NMB) certain functions with respect to disputes between airlines and labor unions relating to union representation and collective bargaining agreements. 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.

 

AIRLINE FARES

 

Airlines are permitted to establish their own domestic fares without governmental regulation, and the industry is characterized by vigorous price competition. The DOT maintains authority over international (generally outside of North America) fares, rates and charges. International fares and rates are also subject to the jurisdiction of the governments of the foreign countries we serve. Although air carriers are required to file and adhere to international fare and rate tariffs, substantial commissions, overrides and discounts given to travel agents, brokers and wholesalers characterize many international markets.

 

ENVIRONMENTAL MATTERS

 

We are subject to various laws and government regulations concerning environmental matters and employee safety and health in the U.S. and other countries. U.S. federal laws that have a particular effect on us include the Airport Noise and Capacity Act of 1990, the Clean Air Act, the Resource Conservation and Recovery Act, the Clean Water Act, the Safe Drinking Water Act, and the Comprehensive Environmental Response, Compensation and Liability Act, or Superfund Act. We are also subject to the oversight of the Occupational Safety and Health Administration (OSHA) concerning employee safety and health matters. The U.S. Environmental Protection Agency, or EPA, 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 environmental and employee safety and health laws and regulations, some of which are similar to federal requirements. We maintain our own continuing safety, health and environmental programs in order to meet or exceed these requirements.

 

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. The Airport Noise and Capacity Act generally requires FAA approval of local noise restrictions on aircraft. We believe we have sufficient scheduling flexibility to accommodate local noise restrictions.

 

At December 31, 2007, all of our aircraft met the Stage 3 noise requirements under the Airport

Noise and Capacity Act of 1990. However,

 

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special noise ordinances restrict the timing of flights operated by Alaska, Horizon and other airlines at Burbank, Long Beach, Orange County, San Diego, San Jose, and Sun Valley. In addition, due to capacity restrictions, Orange County, Reagan National, Long Beach, Chicago O’Hare, Newark, and Vancouver, B.C. airports restrict the type of aircraft, number of flights, or the time of day that airlines can operate.

 

Although we do not currently anticipate that these regulatory matters, individually or collectively, will have a material effect on our financial condition, results of operations or cash flows, new regulations or compliance issues that we do not currently anticipate could have the potential to harm our financial condition, results of operations or cash flows in future periods.

 

CUSTOMER SERVICE

 

Along with other domestic airlines, we have implemented a customer service commitment plan to address a number of service goals, including, but not limited to, goals relating to lowest fare availability, delays, cancellations and diversions, baggage delivery and liability, guaranteed fares and ticket refunds.

 

MILEAGE PLAN PROGRAM

 

All major airlines have developed frequent flyer programs as a way of increasing passenger loyalty. Alaska’s Mileage Plan allows members to earn mileage by flying on Alaska, Horizon and other participating airlines and by using the services of non-airline partners, which include a credit card partner, a grocery store chain, a telephone company, hotels, car rental agencies, and other businesses. Alaska is paid by non-airline partners for the miles it credits to member accounts. With advance notice, Alaska has the ability to change the Mileage Plan terms, conditions, partners, mileage credits, and award levels or to terminate the program.

 

Mileage can be redeemed for free or discounted travel and for various other awards. Upon accumulating the necessary mileage, members notify Alaska of their award selection. Over 75% of the free flight awards on Alaska and Horizon are subject to capacity-controlled seating. Mileage Plan accounts are generally deleted after three years of inactivity in a member’s account. However, we have announced plans to reduce this to two years beginning in April 2008. As of December 31, 2007 and 2006, Alaska estimated that approximately 3.7 million and 3.2 million, respectively, round-trip flight awards were eligible for redemption by Mileage Plan members. Of those eligible awards, Alaska estimated that approximately 88% would ultimately be redeemed. For the year 2007, approximately 870,000 round-trip and 270,000 one-way flight awards were redeemed and flown on Alaska and Horizon. One-way awards were introduced in February 2007. For the years 2006 and 2005, approximately 850,000 and 750,000 round-trip flight awards, respectively, were redeemed and flown on Alaska and Horizon. Those awards represent approximately 9.7%, 8.6%, and 7.9% for 2007, 2006, and 2005, respectively, of the total passenger miles flown on Alaska and Horizon. For the years 2007, 2006, and 2005, approximately 243,200, 252,600, and 239,900, respectively, round-trip flight awards were redeemed and flown on airline partners.

 

For miles earned through travel on Alaska or Horizon and their airline partners, the estimated incremental cost of providing free travel awards in the future is recognized as a selling expense and accrued as a liability as miles are accumulated. The incremental cost of providing award travel on Alaska or Horizon does not include a contribution to overhead, aircraft ownership cost, or profit. Alaska also sells mileage credits to its non-airline partners. Alaska defers a majority of the sales proceeds and recognizes revenue when award transportation is provided on Alaska, Horizon or another partner airline. At December 31, 2007 and 2006, the deferred revenue and the total liability for providing free travel on Alaska and Horizon and for estimated payments to partner airlines was $648.5 million and $545.6 million, respectively, the majority of which is deferred revenue from the sale of mileage credits. Revenue attributable to the Mileage Plan was $227.6 million, $194.2 million, and $180.2 million in 2007, 2006 and 2005, respectively.

 

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OTHER INFORMATION

 

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. Our operating income is generally lowest (or if it be the case, our loss the greatest) during the first and fourth quarters due principally to lower traffic, generally increases in the second quarter and typically reaches its highest level during the third quarter as a result of vacation travel, including increased activity in the state of Alaska.

 

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

 

   

pricing initiatives by us and our competitors,

 

   

changes in fuel costs,

 

   

the timing and amount of maintenance expenditures (both planned and unplanned),

 

   

increases or decreases in passenger and volume-driven variable costs, and

 

   

labor actions.

 

In addition to those factors listed above, seasonal variations in traffic, the timing of various expenditures such as maintenance events and adverse weather conditions may affect our operating results from quarter to quarter. Many of the markets we serve experience inclement weather conditions in the winter, causing increased costs associated with deicing aircraft, canceled flights and accommodating displaced passengers. Due to our geographic 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 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. Consequently, the loss of one or more of even our largest customers would likely not have a material adverse effect upon our financial condition, results of operations or cash flows.

 

INSURANCE

 

We carry insurance for passenger liability and property and aircraft damage in amounts and of the type generally consistent with industry practice.

 

After September 11, 2001, aviation insurers significantly reduced the amount of insurance coverage for third-party liability for claims resulting from acts of terrorism, war or similar events. At the same time, the insurers significantly increased the premiums for such coverage as well as for aviation insurance in general. Since then, however, our insurance rates have been declining. During 2006 and 2007, our insurance rates fell below 2001 levels. We attribute this decline to general rate reductions as well as the extensive safety programs maintained by both of our airlines.

 

Pursuant to authority granted in the Air Transportation Safety and System Stabilization Act, the Homeland Security Act of 2002, as amended by the Consolidated Appropriations Act 2008, the U.S. government has offered, and we have accepted, war risk insurance to replace commercial war risk insurance through August 31, 2008.

 

OTHER GOVERNMENT MATTERS

 

We have elected to participate in the Civil Reserve Air Fleet program, whereby we have agreed to make available to the federal government a certain number of aircraft in the event of a military call-up. The government would reimburse us for the use of such aircraft. Participation in the program is a prerequisite for bidding on various governmental travel contracts.

 

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ITEM 1A. RISK FACTORS

 

If any of the following occurs, our business, financial condition and results of operations could suffer. In such case, the trading price of our common stock could also decline. These risk factors may not be exhaustive. We operate in a continually changing business environment and new risk factors emerge from time to time. Management cannot predict such 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.

 

The airline industry is highly competitive and subject to rapid change. We may be unable to compete effectively against other airlines with greater financial resources or lower operating costs, or to adjust rapidly enough in the event the nature of competition in our markets changes.

 

The airline industry is highly competitive as to fares, flight frequency, frequent flyer benefits, routes and service. The industry is particularly susceptible to price discounting because airlines incur only nominal costs to provide service to passengers occupying otherwise unsold seats. Over the past few years, airlines have reduced domestic routes and the number of planes available, which has resulted in reduced domestic industry capacity and a trend towards increased fares. Although capacity has declined based on a nationwide average, capacity on the West Coast has actually increased. If airlines decide to increase their capacity further in the future, this could cause fares to decline, which may adversely affect our business and results of operations. Many of our competitors are larger than our airlines and therefore, may have significantly greater financial resources and name recognition or lower operating costs than we do. In addition, competitors who have successfully reorganized out of bankruptcy have lowered their operating costs as a result of renegotiated labor, supply and financing agreements. From time to time in the past, some of these competitors have chosen to add service, reduce their fares, or take other such competitive steps in our key markets. We may be unable to compete effectively against such other airlines that introduce service or discounted fares in the markets that we serve.

 

The airline industry, and particularly regional airlines like Horizon, also faces competition from ground transportation alternatives, such as buses, trains or automobiles.

 

The U.S. and Mexico recently amended their bilateral agreement relating to commercial air service. The amendments expand authorized service levels to cities we serve in Mexico. Other airlines have added service to many of the city pairs we currently serve, which has increased competition and has negatively affected our results of operations. Further increases in competition in these markets may result in additional negative pressure on our results of operations.

 

Our business, financial condition, and results of operations are substantially exposed to the current high prices and variability of jet fuel. Further increases in jet fuel costs would harm our business.

 

Fuel costs constitute a significant portion of our total operating expenses, accounting for 27% and 26% of total operating expenses for the years ended December 31, 2007 and 2006, respectively. Significant increases in fuel costs during the past several years have negatively affected our results of operations. Further increases will harm our financial condition and results of operations, unless we are able to increase fares.

 

Historically, fuel costs and availability have been unpredictable and subject to wide price fluctuations based on geopolitical issues and supply and demand. We have not generally been able to increase fares to offset increases in the price of fuel until recently and we may not be able to do so in the future.

 

We utilize fuel hedges as a form of insurance against the volatility of fuel prices. To manage the risk of fuel price increases, we purchase call options that are designed to cap a portion of our fuel costs at designated per-barrel oil prices. Even with hedges, we are substantially and increasingly exposed to increases in jet fuel costs as the price at which we are hedged increases.

 

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A significant increase in labor costs or change in key personnel could adversely affect our business and results of operations.

 

We compete against the major U.S. airlines and other businesses for labor in many highly skilled positions. If we are unable to hire, train and retain qualified employees at a reasonable cost, or if we lose the services of key personnel, we may be unable to grow or sustain our business. In such case, our operating results and business prospects could be harmed. We may also have difficulty replacing management or other key personnel who leave and, therefore, the loss of any of these individuals could harm our business.

 

Labor costs are a significant component of our total expenses, accounting for approximately 30% and 28% of our total operating expenses in 2007 and 2006, respectively. As of December 31, 2007, labor unions represented approximately 84% of Alaska’s and 48% of Horizon’s employees. Each of our represented employee groups has a separate collective bargaining agreement, and could make demands that would increase our operating expenses and adversely affect our financial performance. Uncertainty around open contracts could be a distraction to many employees, reduce employee engagement in our business and divert management’s attention from other projects. Disengaged employees could prevent us from achieving the operational improvements in completion rate and on-time performance that we seek.

 

In 2005, Alaska and the Air Line Pilots Association (ALPA) were unable to reach a new agreement, and therefore, pursuant to the terms of the collective bargaining agreement that existed at the time, the parties submitted the agreement to binding arbitration. That arbitration decision, which was effective May 1, 2005, resulted in an average pilot wage reduction of 26%. That contract became amendable on May 1, 2007, and Alaska is currently in negotiations with ALPA. Horizon is also in negotiations with the International Brotherhood of Teamsters on a new pilot agreement. The Horizon pilot contract became amendable in September 2006. Factoring in pay rates, productivity measures, and pension and postretirement medical benefits, we believe our pilot unit costs at both Alaska and Horizon are among the highest in the industry for the size of aircraft operated.

 

Our continuing obligation to fund our traditional defined-benefit pension plans could negatively affect our ability to compete in the marketplace. This is because some of our competitors either have eliminated such obligations through bankruptcy or have never had traditional pension plans in place. Currently, all of our defined-benefit pension plans are closed to new entrants, with the exception of the plan covering Alaska’s pilots.

 

Finally, to the extent we are unable to maintain the outsourcing or subcontracting of certain services for our business, we would incur substantial costs, including costs associated with hiring new employees, in order to perform these services in-house.

 

Our failure to successfully reduce unit costs at both Alaska and Horizon could harm our business.

 

We continue to strive toward aggressive cost-reduction goals that are an important part of our business strategy of offering the best value to passengers through competitive fares while achieving acceptable profit margins and return on capital. We believe having a lower cost structure better positions us to be able to fund growth and take advantage of market opportunities. If we are unable to further reduce our non-fuel unit costs and achieve targeted profitability, we will likely not be able to grow our business and therefore our financial results may suffer.

 

Our indebtedness and other fixed obligations could increase the volatility of earnings and otherwise restrict our activities.

 

We have, and will continue to have for the foreseeable future, a significant amount of debt. Due to our high fixed costs, including aircraft lease commitments and debt service, a decrease in revenues results in a disproportionately greater decrease in earnings.

As of December 31, 2007 and 2006, we had approximately $1.3 billion and $1.2 billion of long-term debt outstanding, respectively, approximately $1.3 billion and $1.1 billion of which was secured by flight equipment and real property. In addition to long-term debt, we have

significant other fixed obligations under operating

 

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leases related to our aircraft, airport terminal space, other airport facilities and office space. As of December 31, 2007, future minimum lease payments under noncancelable operating leases with initial or remaining terms in excess of one year were approximately $1.1 billion for 2008 through 2012 and an aggregate of $526.2 million for the years thereafter.

 

At December 31, 2007, we had firm orders to purchase 46 aircraft requiring future aggregate payments of approximately $1.0 billion through 2011. Although we have secured financing for a number of these commitments, there is no guarantee that additional financing will be available when required. Our inability to secure the financing could have a material adverse effect on our cash balances or result in delays in or our inability to take delivery of aircraft, which would impair our growth or fleet-simplification plans.

 

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 growth strategy, capital expenditures, acquisitions, working capital or other purposes;

 

   

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; and

 

   

limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business and economic conditions, including reacting to any economic slowdown in the airline industry.

 

We cannot ensure that we will be able to generate sufficient cash flow from our operations to pay our debt and other fixed obligations as they become due. If we fail to do so, our business could be harmed.

 

Alaska is required to comply with specific financial covenants in certain agreements. We cannot be certain now that Alaska will be able to comply with these covenants or provisions or that these requirements will not limit our ability to finance our future operations or capital needs.

 

Our operations are often affected by factors beyond our control, including changing economic and other conditions, which could harm our financial condition and results of operations.

 

Like other airlines, our operations often are affected by changes in economic and other conditions caused by factors largely beyond our control, including:

 

   

economic recession, interest rate increases, inflation, international or domestic conflicts, terrorist activity, or other changes in economic or business conditions;

 

   

air traffic congestion at airports or other air traffic control problems;

 

   

adverse weather conditions; and

 

   

increased security measures or breaches in security.

 

Delays and cancellations frustrate passengers, reduce aircraft utilization and increase costs, all of which affect our profitability. Due to our geographic area of operations, we believe a significant portion of our operation is more susceptible to adverse weather conditions than that of many of our competitors. Any 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 depend on a few key markets to be successful.

 

Our strategy is to focus on serving a few key markets, including Seattle, Portland, Los Angeles and Anchorage. A significant portion of our flights occurs to and from our Seattle hub. In 2007, traffic to and from Seattle accounted for 62% of our total traffic.

 

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

 

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from sales and marketing efforts in those regions. As a result, we remain highly dependent on our key markets. Our business would 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 could harm our business, financial condition and results of operations.

 

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

 

The terrorist attacks of September 11, 2001 and their aftermath have negatively affected the airline industry, including our company. More recently, the foiled terror plot in the United Kingdom in August 2006 resulted in new security measures that also impacted our company. Additional terrorist attacks, the fear of such attacks or other hostilities involving the U.S. could have a further significant negative effect on the airline industry, including us, and could:

 

   

significantly reduce passenger traffic and yields due to a potentially 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.

 

Increases in insurance costs or reductions in insurance coverage would harm our business, financial condition and results of operations.

 

Immediately following the September 11, 2001 terrorist attacks, aviation insurers dramatically increased airline insurance premiums and significantly reduced the insurance coverage available to airlines for third-party claims resulting from acts of terrorism, war or similar events to $50 million per event and in the aggregate. In light of this development, under the Air Transportation Safety and System Stabilization Act and the Homeland Security Act of 2002, as most recently amended by the Consolidated Appropriations Act of 2008, the U.S. government continues to offer domestic airlines either (i) third-party liability war risk coverage above $50 million, or (ii) in lieu of commercial war risk insurance, full hull, comprehensive and third-party liability war risk coverage. This coverage provides for the same limits of war and allied perils coverage for hull and comprehensive insurance and twice the limits of third-party liability insurance carried by the airline on September 11, 2001.

 

Although our insurance costs have declined to pre-2001 levels, aviation insurers could increase their premiums again in the event of additional terrorist attacks, hijackings, airline accidents or other events adversely affecting the airline industry. Furthermore, the full hull, comprehensive and third-party war risk insurance provided by the government is currently mandated through August 31, 2008. Although the government may extend the deadline for providing such coverage, we cannot be certain that any extension will occur, or if it does, for how long the extension will last. It is expected that, should the government stop providing such coverage to the airline industry, the premiums charged by aviation insurers for this coverage will be substantially higher than the premiums currently charged by the government and the coverage will be much more limited, including smaller aggregate limits and shorter cancellation periods. Significant increases in insurance premiums would adversely affect our business, financial condition and results of operations.

 

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 could involve a significant loss of life and

 

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result in a loss of faith in our airlines by the flying public. In addition, we could experience

significant potential claims from injured passengers and surviving relatives, as well as

costs for the repair or replacement of a damaged aircraft and its consequential temporary or

permanent loss from service. Although we strive to maintain the highest standards of safety and reliability and believe that should an accident or

incident nevertheless occur, we also currently

maintain liability insurance in amounts and of the type generally consistent with industry practice. However, the amount of such coverage may not be adequate and we may be forced to bear substantial losses from an accident. 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 fully insured and even if it does not involve one of our airlines, could cause a public perception that our airlines or the equipment they fly is less safe or reliable than other transportation alternatives, which would harm our business.

 

We rely heavily on automated systems to operate our business, and a failure of these systems or by their operators could harm our business.

 

We depend on automated systems to operate our business, including our computerized airline reservation system, our telecommunication systems, our website, our maintenance systems, and other systems. Substantially all of our tickets are issued to passengers as electronic tickets. We depend on our computerized reservation system to be able to issue, track and accept these electronic tickets. In order for our operations to work efficiently, our website and reservation system must be able to accommodate a high volume of traffic, maintain secure information, and deliver important flight information. Substantial or repeated website, reservations system or telecommunication systems failures could reduce the attractiveness of our services and cause our customers to purchase tickets from another airline. In addition, we rely on other automated systems for crew scheduling, flight dispatch, and other operational needs. Disruption in, changes to, or a breach of these systems could result in the loss of important data, increase our expenses and possibly cause us to temporarily cease our operations.

 

We rely on partner airlines for codeshare and frequent flyer marketing arrangements.

 

Alaska and Horizon are parties to marketing agreements with a number of domestic and international air carriers, or “partners,” including but not limited to American Airlines, Continental Airlines, Delta Air Lines and Northwest Airlines. 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. In addition, the agreements generally provide that members of Alaska’s Mileage Plan program can earn miles on or redeem miles for partner flights and vice versa. We receive a significant amount of revenue from flights sold under codeshare arrangements. In addition, we believe that the frequent flyer arrangements are an important part of our Mileage Plan program. The loss of a significant partner or certain partner flights could have a negative effect on our revenues or the attractiveness of our Mileage Plan, which we believe is a source of competitive advantage.

 

We rely on third-party vendors for certain critical activities.

 

We have historically relied on outside vendors for a variety of services and functions critical to our business, including airframe and engine maintenance, ground handling, fueling, computer reservation system hosting and software maintenance. As part of our cost-reduction efforts, our reliance on outside vendors has increased and may continue to do so in the future. In recent years, Alaska has subcontracted its heavy aircraft maintenance, fleet service, facilities maintenance, and ground handling services at certain airports, including Seattle-Tacoma International Airport, to outside vendors.

 

Our use of outside vendors increases our exposure to several risks. In the event that one or more

vendors goes into bankruptcy, ceases operation or fails to perform as promised, replacement services may not be readily available at competitive rates, or at all. Although we believe that our vendor oversight and quality control is among the best in the industry, 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

 

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bankruptcies, unionization, regulatory compliance issues or significant changes in the competitive marketplace among suppliers could adversely affect vendor services or force Alaska to renegotiate

existing agreements on less favorable terms. These events could result in disruptions in Alaska’s operations or increases in its cost structure.

 

We are dependent on a limited number of suppliers for aircraft and parts.

 

Alaska is dependent on Boeing as its sole supplier for aircraft and many aircraft parts. Horizon is similarly dependent on Bombardier. As a result, we are more vulnerable to any problems associated with the supply of those aircraft and parts, including design defects, mechanical problems, contractual performance by the manufacturers, or adverse perception by the public that would result in customer avoidance or in actions by the FAA resulting in an inability to operate our aircraft. Carriers that operate a more diversified fleet are better positioned than we are to manage such events.

 

Changes in government regulation imposing additional requirements and restrictions on our operations or on the airports at which we operate 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 involve significant compliance costs. In the last several years, Congress has passed laws, and the U.S. Department of Transportation, the Transportation Security Administration and the Federal Aviation Administration (the “FAA”) have issued regulations that have required significant expenditures relating to the maintenance and operation of airlines. For example, the FAA has issued regulations covering, among other things, security measures, collision avoidance systems, noise abatement, environmental restrictions, safety procedures and maintenance regulations. Similarly, many aspects of an airline’s operations are subject to increasingly stringent federal, state and local laws protecting the environment.

 

Because of significantly higher security and other costs incurred by airports since September 11, 2001, many airports have increased their rates and charges to air carriers. Additional laws, regulations, taxes, and airport rates and charges have been proposed from time to time 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 purchase and travel decisions and may result in an overall decline in passenger traffic, which would harm our business.

 

Recently, there has been some discussion of an “airline passenger’s bill of rights” at both the national and state levels. Bills have recently been proposed in several states that will regulate airlines when operating in those specific states. If these bills were to become law, they could impose additional economic and resource constraints on our airlines and could negatively impact our financial performance.

 

The market price of our common stock may be volatile.

 

The market price of our stock can be influenced by many factors, a number of which are outside of our control, including those discussed above. Some of the primary factors in the volatility of our stock price are:

 

   

our actual or anticipated financial performance;

 

   

the overall financial performance of the industry;

 

   

other industry factors, such as discussion of consolidation;

 

   

the price of crude oil; and

 

   

other macro or geopolitical factors.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None

 

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ITEM 2. PROPERTIES

 

AIRCRAFT

 

The following tables describe the aircraft we operate and their average age at December 31, 2007:

 

Aircraft Type

  Passenger
Capacity
  Owned   Leased   Total   Average Age
in Years

Alaska Airlines

           

Boeing 737-400

  144   3   31   34   12.4

Boeing
737-400C

  72   5   —     5   15.3

Boeing
737-400F

  —     1   —     1   8.8

Boeing 737-700

  124   17   3   20   7.0

Boeing 737-800

  157   26   3   29   1.1

Boeing 737-900

  172   12   —     12   5.4

Boeing MD-80

  140   —     14   14   15.1
                   
      64   51   115   8.3
                   

Horizon Air

           

Bombardier Q200

  37   —     16   16   10.2

Bombardier Q400

  74–76   18   15   33   4.0

Bombardier
CRJ-700

  70   2   19   21   5.5
                   
      20   50   70   5.9
                     

 

Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” discusses future orders and options for additional aircraft.

 

As of December 31, 2007, 47 of the 64 aircraft owned by Alaska and five of the 20 aircraft owned by Horizon are subject to liens securing long-term debt, and the majority of the other owned Alaska aircraft serve as collateral for our $185 million line-of-credit facility. Alaska’s leased 737-400, 737-700, 737-800 and MD-80 aircraft have lease expiration dates between 2008 and 2016, between 2009 and 2010, between 2015 and 2018, and between 2008 and 2012, respectively. Horizon’s leased Q200, Q400 and CRJ-700 aircraft have expiration dates between 2012 and 2014, in 2018, and between 2008 and 2020, respectively. Alaska and Horizon have the option to extend most of the leases for additional periods, or the right to purchase the aircraft at the end of the lease term, usually at the then-fair-market value of the aircraft.

 

In 2006, Alaska announced a plan to transition to an all-Boeing 737 fleet by the end of 2008, which includes the accelerated retirement of our MD-80 fleet. In 2007, Horizon announced its plan to transition out of the Q200 aircraft by the end of 2009 and replace them with larger Q400 aircraft. Giving consideration to these fleet transition plans, the following table displays the currently anticipated fleet counts for Alaska and Horizon as of the end of each quarter in 2008:

 

     31-Mar-08   30-Jun-08   30-Sep-08   31-Dec-08

Alaska Airlines

         

MD80

  9   7   4   —  

737-400

  34   34   34   32

737-400F**

  1   1   1   1

737-400C**

  5   5   5   5

737-700

  20   20   20   20

737-800*

  33   36   41   46

737-900

  12   12   12   12
                 

Totals

  114   115   117   116
                 

Horizon Air

         

Q200

  13   12   12   10

Q400

  33   33   33   36

CRJ-700

  20   20   20   20
                 

Totals

  66   65   65   66
                 

 

* The total includes one additional leased aircraft in 2008.
** F=Freighter; C=Combination freighter/passenger

 

Although the number of aircraft in our operating fleet at the end of each period presented remains relatively consistent, it is important to note that the larger B737-800s and the Q400s are replacing the smaller-gauge MD-80s and Q200s. Therefore, our total capacity, as measured by available seat miles, will increase even though the number of aircraft remains consistent.

 

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GROUND FACILITIES AND SERVICES

 

Alaska and Horizon lease ticket counters, gates, cargo and baggage space, office space, and other support areas at the majority of the airports they serve. Alaska also owns terminal buildings in various cities in the state of Alaska.

 

Alaska has centralized operations in several buildings located at or near Seattle-Tacoma International Airport (Sea-Tac) in Seattle, Washington. These include a five-bay hangar and shops complex (used primarily for line maintenance), a flight operations and training center, an air cargo facility, an information technology office and mainframe computer facility, two office buildings, and corporate headquarters complex. Alaska also leases a stores warehouse, and office spaces for a reservation facility and for various administrative functions in Kent, Washington. Alaska’s major facilities outside of Seattle include a regional headquarters building, an air cargo facility and a hangar/office facility in Anchorage, as well as leased reservations facilities in Phoenix, Arizona and Boise, Idaho. Alaska uses its own employees for ground handling services at most of our airports in the state of Alaska. At other airports throughout our system, those services are contracted to various third-party vendors.

 

Horizon owns its Seattle corporate headquarters building. It leases an operations, training, and aircraft maintenance facility in Portland; line maintenance stations in Boise, Pasco and Seattle; and temporary hangar facility in Spokane for Q400 modification work.

 

ITEM 3. LEGAL PROCEEDINGS

 

Grievance with International Association of Machinists

 

In June 2005, the International Association of Machinists (IAM) filed a grievance under its Collective Bargaining Agreement (CBA) with Alaska alleging that Alaska violated the CBA by, among other things, subcontracting the ramp service operation in Seattle. The dispute was referred to an arbitrator and hearings on the grievance commenced in January 2007, with a final hearing date in August 2007. We expect a decision from the arbitrator in the first half of 2008.

 

Other items

 

The Company is a party to routine litigation matters incidental to its business and with respect to which no material liability is expected.

 

Management believes the ultimate disposition of the matters discussed above is not likely to materially affect the Company’s financial position or results of operations. This forward-looking statement is based on management’s current understanding of the relevant law and facts, and it is subject to various contingencies, including the potential costs and risks associated with litigation and the actions of judges and juries.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS

 

None

 

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PART II

 

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 

As of December 31, 2007, there were 38,050,680 shares of common stock of Alaska Air Group, Inc. issued and outstanding and 3,609 shareholders of record. We also held 4,771,306 treasury shares at a cost of $112.5 million. We have not paid dividends on the common stock since 1992. Our common stock is listed on the New York Stock Exchange (symbol: ALK).

 

The following table shows the trading range of Alaska Air Group, Inc. common stock on the New York Stock Exchange.

 

     2007   2006
     High   Low   High   Low

First Quarter

  $ 44.52   $ 36.56   $ 36.19   $ 29.44

Second Quarter

    38.99     25.90     40.54     33.86

Third Quarter

    29.09     21.50     41.09     33.60

Fourth Quarter

    28.00     21.15     45.85     37.50

 

SALES OF NON-REGISTERED SECURITIES

 

None

 

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

 

In September 2007, the Board of Directors authorized the Company to repurchase up to $100 million of its common stock over a period of twelve months. As of December 31, 2007, the Company had repurchased 2,593,282 shares of common stock for a total of $62.8 million under this authorization as noted in the following table. The repurchased shares have been recorded as treasury shares in the accompanying consolidated balance sheet.

 

     Total
Number of

Shares
Purchased
  Average
Price

Paid
per
Share
  Maximum
remaining
dollar value
of shares
that can be
purchased
under the
plan

September 18, 2007 through September 30, 2007

  210,000   $ 24.03    

October 1, 2007 – October 31, 2007

  590,000   $ 24.81    

November 1, 2007 – November 30, 2007

  1,189,482   $ 23.36    

December 1, 2007 – December 31, 2007

  603,800   $ 25.42    
                 

Total

  2,593,282   $ 24.22   $ 37,190,231
                 

 

All of the shares purchased in the period were under the plan noted above.

 

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PERFORMANCE GRAPH

 

The following graph compares our cumulative total stockholder return since December 31, 2002 with the S&P 500 Index and the Dow Jones U.S. Airlines 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, 2002.

 

LOGO

 

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL AND
OPERATING DATA

 

     2007     2006     2005     2004     2003  

Consolidated Operating Results

           

Year Ended December 31 (in millions, except per share amounts):

           

Operating Revenues

  $ 3,506.0     $ 3,334.4     $ 2,975.3     $ 2,723.8     $ 2,444.8  

Operating Expenses

    3,294.0       3,421.7       2,808.8       2,718.1       2,455.9  

Operating Income (Loss)

    212.0       (87.3 )     166.5       5.7       (17.5 )

Nonoperating income (expense), net of interest capitalized (a)

    (10.4 )     (0.5 )     (29.3 )     (26.3 )     46.5  

Income (loss) before income tax and accounting change

    201.6       (87.8 )     137.2       (20.6 )     29.0  

Income (loss) before accounting change

    125.0       (52.6 )     84.5       (15.3 )     13.5  

Net Income (Loss)

  $ 125.0     $ (52.6 )   $ (5.9 )   $ (15.3 )   $ 13.5  

Average basic shares outstanding

    40.125       37.939       27.609       26.859       26.648  

Average diluted shares outstanding

    40.424       37.939       33.917       26.859       26.730  

Basic earnings (loss) per share before accounting change

  $ 3.12     $ (1.39 )   $ 3.06     $ (0.57 )   $ 0.51  

Basic earnings (loss) per share

    3.12       (1.39 )     (0.21 )     (0.57 )     0.51  

Diluted earnings (loss) per share before accounting change

    3.09       (1.39 )     2.65       (0.57 )     0.51  

Diluted earnings (loss) per share

    3.09       (1.39 )     (0.01 )     (0.57 )     0.51  

Consolidated Financial Position

           

At End of Period (in millions, except ratio):

           

Total assets

  $ 4,490.9     $ 4,077.1     $ 3,792.0     $ 3,335.0     $ 3,259.2  

Long-term debt and capital lease obligations, net of current portion

    1,124.6       1,031.7       969.1       989.6       906.9  

Shareholders’ equity

    1,024.0       885.5       827.6       664.8       674.2  

Ratio of earnings to fixed charges (b)

    1.52       0.42       1.78       0.89       1.22  

Statistics

           

Alaska Airlines Mainline Operating Data:

           

Revenue passengers (000)

    17,558       17,165       16,759       16,295       15,047  

Revenue passenger miles (RPM) (000,000)

    18,451       17,822       16,915       16,231       14,554  

Available seat miles (ASM) (000,000)

    24,208       23,278       22,292       22,276       20,804  

Revenue passenger load factor

    76.2 %     76.6 %     75.9 %     72.9 %     70.0 %

Yield per passenger mile

    13.81 ¢     13.76 ¢     12.91 ¢     12.47 ¢     12.65 ¢

Operating revenues per ASM

    11.52 ¢     11.50 ¢     10.76 ¢     10.02 ¢     9.74 ¢

Operating expenses per ASM

    10.54 ¢     11.92 ¢     10.14 ¢     10.07 ¢     9.81 ¢

Average number of full-time equivalent employees

    9,679       9,322       9,065       9,968       10,040  

Operating fleet at period-end

    115       114       110       108       109  

Horizon Air Combined Operating Data (c):

           

Revenue passengers (000)

    7,552       6,860       6,481       5,930       4,934  

Revenue passenger miles (RPM) (000,000)

    2,918       2,691       2,475       2,155       1,640  

Available seat miles (ASM) (000,000)

    3,978       3,632       3,400       3,107       2,569  

Revenue passenger load factor

    73.4 %     74.1 %     72.8 %     69.3 %     63.9 %

Yield per passenger mile

    24.30 ¢     23.53 ¢     21.98 ¢     22.61 ¢     26.96 ¢

Operating revenues per ASM

    18.06 ¢     17.73 ¢     16.36 ¢     16.20 ¢     18.06 ¢

Operating expenses per ASM

    18.07 ¢     17.40 ¢     15.50 ¢     15.57 ¢     17.79 ¢

Average number of full-time equivalent employees

    3,806       3,611       3,456       3,423       3,361  

Operating fleet at period-end

    70       69       65       65       62  

 

(a) Includes capitalized interest of $27.8 million, $24.7 million, $8.9 million, $1.7 million, $2.3 million, $2.7 million, $10.6 million, $17.7 million, $12.6 million, $7.0 million, and $5.3 million for 2007, 2006, 2005, 2004, 2003, 2002, 2001, 2000, 1999, 1998, and 1997, respectively.
(b) For 2006, 2004, 2002, 2001, and 2000 earnings are inadequate to cover fixed charges by $107.6 million, $17.4 million, $99.5 million, $69.1 million, and $44.6 million, respectively. See Exhibit 12.1 to this Form 10-K.
(c) Includes Horizon services operated as Frontier JetExpress in 2004 through 2007 and flights operated under the Capacity Purchase Agreement with Alaska in 2007.

 

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL AND
OPERATING DATA—(Continued)

 

     2002     2001     2000     1999     1998     1997  

Consolidated Operating Results

             

Year Ended December 31 (in millions, except per share amounts):

             

Operating Revenues

  $ 2,224.1     $ 2,152.8     $ 2,194.0     $ 2,091.5     $ 1,912.0     $ 1,747.4  

Operating Expenses

    2,317.3       2,279.1       2,227.1       1,901.7       1,700.1       1,606.2  

Operating Income (Loss)

    (93.2 )     (126.3 )     (33.1 )     189.8       211.9       141.2  

Nonoperating income (expense), net of interest capitalized (a)

    (8.6 )     62.8       6.2       23.2       (6.2 )     (15.5 )

Income (loss) before income tax and accounting change

    (101.8 )     (63.5 )     (26.9 )     213.0       205.7       125.7  

Income (loss) before accounting change

    (67.2 )     (43.4 )     (20.4 )     129.4       125.3       73.8  

Net Income (Loss)

  $ (118.6 )   $ (43.4 )   $ (67.2 )   $ 129.4     $ 125.3     $ 73.8  

Average basic shares outstanding

    26.546       26.499       26.440       26.372       23.388       14.785  

Average diluted shares outstanding

    26.546       26.499       26.440       26.507       26.367       22.689  

Basic earnings (loss) per share before accounting change

  $ (2.53 )   $ (1.64 )   $ (0.77 )   $ 4.91     $ 5.36     $ 4.99  

Basic earnings (loss) per share

    (4.47 )     (1.64 )     (2.54 )     4.91       5.36       4.99  

Diluted earnings (loss) per share before accounting change

    (2.53 )     (1.64 )     (0.77 )     4.88       4.75       3.25  

Diluted earnings (loss) per share

    (4.47 )     (1.64 )     (2.54 )     4.88       4.75       3.25  

Consolidated Financial Position

             

At End of Period (in millions, except ratio):

             

Total assets

  $ 2,880.7     $ 2,950.5     $ 2,528.1     $ 2,196.0     $ 1,742.6     $ 1,533.3  

Long-term debt and capital lease obligations, net of current portion

    856.7       852.2       509.2       337.0       171.5       401.4  

Shareholders’ equity

    655.7       851.3       895.1       959.2       822.1       509.4  

Ratio of earnings to fixed charges (b)

    0.28       0.48       0.66       3.07       2.94       2.12  

STATISTICS

             

Alaska Airlines Mainline Operating Data:

             

Revenue passengers (000)

    14,154       13,668       13,525       13,620       13,056       12,284  

Revenue passenger miles (RPM) (000,000)

    13,186       12,249       11,986       11,777       11,283       10,386  

Available seat miles (ASM) (000,000)

    19,360       17,919       17,315       17,341       16,807       15,436  

Revenue passenger load factor

    68.1 %     68.4 %     69.2 %     67.9 %     67.1 %     67.3 %

Yield per passenger mile

    12.65 ¢     13.12 ¢     13.56 ¢     12.86 ¢     12.51 ¢     12.49 ¢

Operating revenues per ASM

    9.47 ¢     9.84 ¢     10.20 ¢     9.75 ¢     9.41 ¢     9.43 ¢

Operating expenses per ASM

    9.87 ¢     10.24 ¢     10.35 ¢     9.81 ¢     8.25 ¢     8.54 ¢

Average number of full-time equivalent employees

    10,142       10,115       9,611       9,183       8,704       8,236  

Operating fleet at period-end

    102       101       95       89       84       78  

Horizon Air Combined Operating Data (c):

             

Revenue passengers (000)

    4,815       4,668       5,044       4,984       4,389       3,686  

Revenue passenger miles (RPM) (000,000)

    1,514       1,350       1,428       1,379       1,143       889  

Available seat miles (ASM) (000,000)

    2,428       2,148       2,299       2,194       1,815       1,446  

Revenue passenger load factor

    62.4 %     62.8 %     62.1 %     62.9 %     63.0 %     61.5 %

Yield per passenger mile

    26.02 ¢     28.15 ¢     29.82 ¢     28.77 ¢     29.02 ¢     32.56 ¢

Operating revenues per ASM

    17.29 ¢     19.02 ¢     19.27 ¢     18.96 ¢     19.16 ¢     21.00 ¢

Operating expenses per ASM

    17.87 ¢     21.02 ¢     19.53 ¢     17.74 ¢     18.16 ¢     20.64 ¢

Average number of full-time equivalent employees

    3,476       3,764       3,795       3,603       3,019       2,756  

Operating fleet at period-end

    63       60       62       62       60       62  

 

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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 the 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 reports 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 the Company’s filings with the Securities and Exchange Commission. This overview summarizes the MD&A, which includes the following sections:

 

   

Year in Review—highlights from 2007 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 the results of operations of Alaska and Horizon for the three years presented in our consolidated financial statements. We believe this analysis will help the reader better understand our consolidated statements of operations. Financial and statistical data for Alaska and Horizon are also included here. This section includes forward-looking statements regarding our view of 2008.

 

   

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

 

   

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

 

YEAR IN REVIEW

 

In 2007, we reported consolidated net income of $125.0 million compared to a net loss of $52.6 million in 2006. The 2006 results included the following items that impact the comparability between the periods:

 

   

We recorded $189.5 million ($118.5 million after tax) of fleet transition costs related to our MD-80 fleet.

 

   

We also recorded a $24.8 million ($15.5 million after tax) restructuring charge associated with the voluntary severance package offered to certain of our employees represented by the International Association of Machinists and to our flight attendants as part of new four-year collective bargaining agreements.

 

Both periods include adjustments to reflect the timing of gain or loss recognition resulting from mark-to-market fuel hedge accounting – we recorded a $52.2 million gain in 2007 compared to an $89.9 million loss in 2006.

 

The revenue environment in 2007 was characterized by increased competition in our primary markets and a softer demand environment in our West Coast market. However, yield at Alaska (which represents approximately 88% of consolidated revenues) improved slightly as we and other carriers attempted to raise fares to cover higher fuel costs. Both Alaska and Horizon posted higher passenger traffic. These factors resulted in an increase in total consolidated revenues of $171.6 million.

 

Our total operating expenses declined by $127.7 million during 2007 compared to 2006. This decrease is primarily due to the 2006 fleet transition and restructuring charges mentioned above and mark-to-market gains associated with an increase in the value of our fuel hedge portfolio, offset by increases in other operating expenses in 2007. See “Results of Operations” below for further discussion of changes in revenues and operating expenses for both Alaska and Horizon.

 

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Accomplishments

 

Accomplishments from 2007 include:

 

 

 

Alaska marked its 75th anniversary with several celebration events and the unveiling of the “Starliner 75,” a new Boeing 737-800 aircraft painted in a vintage DC-3 livery.

 

   

Horizon was named “2007 Regional Airline of the Year” by Air Transport World. The publication cited, among other positive items, an exemplary safety record, superior commitment to customer service, and positive financial results during challenging industry times.

 

   

In October 2007, we reached another website milestone by processing over 50% of our monthly sales through alaskaair.com for the first time.

 

   

Alaska initiated service to the Hawaiian Islands in October 2007– something our customers and employees had been looking forward to for many years. Horizon also began non-stop service between Portland, Oregon and Santa Rosa, California. Alaska and Horizon have also initiated or announced additional service in certain existing markets or connected cities already served with new non-stop service.

 

Common Stock Repurchase

 

In September 2007, our Board of Directors authorized the Company to repurchase up to $100 million of our common stock over a period of twelve months. At December 31, 2007, we had repurchased 2.6 million shares of common stock for a total of $62.8 million. We believe this repurchase program enhances shareholder value and demonstrates our commitment to providing investors a return on capital employed in our business. The repurchased shares have been recorded as treasury shares in our consolidated balance sheet.

 

Airport of the Future

 

On October 16, 2007, we unveiled the first phase of our patented “Airport of the Future” at Seattle Tacoma International Airport. Once the project is complete, additional facilities are coming online in the first half of 2008, the “Airport of the Future” will allow both Alaska and Horizon customers to check in for their flights and drop bags more quickly, improve our agents’ productivity, and allow us to handle more customers without increasing our airport space. We debuted this concept at the Ted Stevens International Airport in Anchorage in 2004 and since that time, customer wait times have been reduced significantly.

 

Row 44

 

In September 2007, Alaska announced its plan to launch in-flight wireless Internet service in 2008 based on Row 44, Inc.’s satellite-based broadband connectivity solution. We plan to test the system on Alaska’s aircraft in the first half of 2008. If the test is successful, we plan to equip all of our aircraft at Alaska with this equipment. This technology will provide customers with a unique entertainment and business network in the air. Passengers with Wi-Fi-enabled devices – such as laptop computers, PDAs, smart phones and portable gaming systems – will have high-speed access to the Internet, e-mail, virtual private networks and stored in-flight entertainment content.

 

Hawaiian Vacations

 

During the third quarter of 2007, Alaska announced the acquisition of certain assets of Hawaiian Vacations Inc., an Anchorage-based company that charters aircraft and markets package tours to the Hawaiian Islands. The acquisition of these assets will help accelerate our entrance into the Anchorage-Honolulu market, which began December 9, 2007 with one daily round trip.

 

Q400 Landing Gear Inspections

 

On September 12, 2007, Horizon temporarily grounded 19 of its 33 Bombardier Q400 turboprops as a precautionary measure following an all-operator message from Bombardier Aerospace of Canada. On September 13, in response to a Transport Canada airworthiness directive (AD), Horizon grounded its entire Q400

 

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fleet to begin the required landing gear inspections. The AD was produced in the wake of two landing gear failure incidents involving Scandinavian Airlines (SAS) in Europe. Horizon, which has operated the Canadian-manufactured Q400 since 2001, has never experienced any issues like those encountered by SAS in these incidents. The inspections were completed over a 13-day period and the aircraft were put back into service after that time.

 

Labor Costs and Negotiations

 

We are pleased with the long-term contracts that have been reached with the majority of our labor groups. We are now in the process of negotiating new contracts with pilots at both Alaska and Horizon and with flight attendants at Horizon. The contract with Alaska’s pilots became amendable May 1, 2007, and the contract with Horizon’s pilots became amendable September 12, 2006. We hope to reach negotiated agreements with each of these groups that recognize the important contributions that they make to both of our airlines, without harming either company’s competitive position. Factoring in pay rates, productivity measures, pension, and post-retirement medical benefits, we believe our pilot unit costs are among the highest in the industry for the size of aircraft operated.

 

We do not know what the final outcome of these negotiations will be or when agreements will be reached. However, uncertainty around open contracts could be a distraction to some employees, reduce employee engagement in our business, and hinder us from achieving the operational goals (such as on-time and completion-rate targets) that we have set.

 

Alaska Fleet Transition

 

During the first quarter of 2006, we announced our plan to retire our entire MD-80 fleet by the end of 2008 as part of Alaska’s move to an all-Boeing 737 fleet. We believe this transition, when completed, will provide more than $130 million in annual operating savings by way of lower fuel, maintenance, and training costs.

 

During 2007, we sold all 20 of our owned operating MD-80s. The majority of these aircraft are now leased from the buyer under short-term lease arrangements, which will allow us to maintain our current MD-80 retirement schedule through December 2008. We ceased operation of seven of these leased MD-80s in 2007, including one at the end of December that was earlier than anticipated. The charge associated with the early retirement in December 2007 was not material.

 

We currently have long-term lease arrangements on four MD-80 aircraft that we plan to cease operating before the end of the lease term. We anticipate that once these aircraft have been removed from operation, we will dispose of them through a lease buy-out or a sublease arrangement, or we will store them at a long-term storage facility. It is likely that we will record a charge in our statement of operations if either of these events occurs. Aggregate minimum lease payments for these four aircraft through the end of their lease terms total approximately $68.5 million as of December 31, 2007.

 

Horizon Fleet Transition

 

In 2006, Horizon entered into an agreement to sublease 16 of its Bombardier Q200 aircraft to a third party. During 2007, 11 aircraft were transferred, resulting in a loss on the sublease arrangement of $14.1 million that is reflected as “Fleet transition costs – Horizon” in the consolidated statements of operations. We expect the average loss per aircraft to be approximately $1.4 million, which will be recorded as each aircraft leaves the fleet.

 

In April 2007, Horizon announced an order for 15 additional Q400 aircraft, with options for 20 more. These aircraft will be delivered in 2008 and 2009. With this order, we plan to phase out the remaining leased Q200 aircraft by the end of 2009, and we are in the process of negotiating transactions that would allow for their exit from the fleet. We believe the market has improved since the earlier Q200 sublease transaction, but the amount or timing of any potential loss or gain cannot be reasonably estimated at this time.

 

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In 2007, Horizon posted a pretax loss of $10.6 million. We have a number of initiatives underway to improve Horizon’s operating results, including evaluating whether further fleet simplification of Horizon’s fleet away from regional jets to an all-Q400 fleet would be beneficial. However, no decisions have been made at this time.

 

Capacity Purchase Agreements

 

Alaska and Horizon entered into a Capacity Purchase Agreement (CPA) effective January 1, 2007, whereby Alaska purchases capacity on certain routes (“capacity purchase markets”) from Horizon as specified by the agreement. This agreement has resulted in a new presentation in Alaska’s statement of operations. The actual passenger revenue from the capacity purchase markets is identified as “Passenger revenue – purchased capacity” and the associated costs are identified as “Purchased capacity costs.”

 

Alaska also has a similar arrangement in place with a third-party carrier for flying between Anchorage and Dutch Harbor, Alaska. Historically, the revenue from this arrangement was presented in “Other revenue – net” and the associated costs were in “Contracted services” in Alaska’s statement of operations. Now, all of these revenues and costs are presented with the Horizon purchased capacity revenues and costs, and the prior period has been reclassified to conform to the current presentation.

 

Alaska and Horizon entered into the CPA in order to improve the visibility of both the revenues and the costs of flying in the capacity purchase markets. Under the CPA, Alaska pays Horizon a contractual amount for the purchased capacity in the incentive markets regardless of the revenue collected on those flights. The amount paid to Horizon is generally based on Horizon’s operating costs plus a margin. Alaska bears the inventory and revenue risk in those markets. Accordingly, Alaska records the related passenger revenue. Alaska records payments to Horizon in “Purchased capacity costs.” Horizon records the payment from Alaska as “Passenger revenue.”

 

The Air Group planning department works to strategically deploy certain Horizon aircraft by optimizing the balance of local and “flow” traffic connections with Alaska in order to maximize total returns to the Company and to allow Alaska to deploy its larger jets to other routes. Prior to 2007, there was a revenue-sharing arrangement in place whereby Alaska made a payment to Horizon if certain covered markets created losses for Horizon. Alternatively, Horizon made a payment to Alaska if those markets were profitable.

 

Under both the revenue-sharing arrangement that was previously in place and the new CPA, the payments made from Alaska to Horizon are eliminated in consolidation and do not impact Air Group’s consolidated results.

 

Frontier JetExpress

 

In November 2007, Horizon discontinued its contract flying with Frontier Airlines as Frontier JetExpress. We had nine CRJ-700 aircraft dedicated to this program, all of which have returned to Horizon’s operating fleet. Two of these aircraft were returned in the first quarter, one in the third quarter and the remaining six in the fourth quarter of 2007. We have used these aircraft for productive and strategic redeployments throughout Horizon’s network and in capacity purchase markets with Alaska. However, the influx of new capacity has depressed yields in some of our markets.

 

Line of Credit Modification

 

In April 2007, we announced the Second Amendment of the March 25, 2005, $160 million variable-rate credit facility with a syndicate of financial institutions. The terms of the Second Amendment provide that any borrowings will be secured by either aircraft or cash collateral. The Second Amendment: (i) increased the size of the facility to $185 million; (ii) improved the collateral advance rates for certain aircraft; (iii) extended the agreement by two years with a maturity date of March 31, 2010; and (iv) repriced the credit facility to reflect current market rates. We currently have no immediate plans to borrow using this credit facility. In July 2007, we executed the Third Amendment to the credit facility, which amended a covenant restriction to allow borrowings between Alaska Airlines and its affiliates of up to $500 million, from $300 million previously.

 

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Outlook

 

We currently expect to increase Alaska mainline capacity by 3% and reduce Horizon total system capacity by 4% in 2008 compared to 2007. The expected capacity increase at Alaska is due primarily to the anticipated delivery of 17 new B737-800 aircraft in 2008 and the annualization of capacity additions that resulted from 14 B737-800 aircraft delivered in 2007, offset by the retirement of 15 MD-80 aircraft and, to a lesser extent, scheduled retirement of other aircraft.

 

We will continue to monitor our flight schedules to see if there are further opportunities to reduce unprofitable flying and perhaps retire some of our MD-80s sooner than currently planned. We recently announced that we will be eliminating our Oakland – Orange County route and Alaska will shift to Horizon its daily flights from Seattle to Reno and Boise in an effort to reduce costs and increase profitability.

 

On a net basis, we expect that Alaska’s fleet size will grow by one aircraft in 2008 (from 115 to 116), although the B737-800 aircraft are larger than the MD-80s, allowing for the capacity growth mentioned above. Horizon’s expected capacity decrease is due largely to the anticipated reduction of several Q200 aircraft and the retirement of one CRJ700, offset by the delivery of four new Q400 aircraft in 2008 and the annualization of 13 new Q400 aircraft delivered in 2007. Additionally, there has been an increase in the number of seats on a portion of the fleet of Q400s from 74 seats to 76 seats (all Q400 aircraft will have 76 seats by the end of 2008). The aircraft deliveries in 2008 at both Alaska and Horizon are planned to replace outgoing aircraft, increase frequency in our existing markets and, to a lesser degree, serve new markets.

 

For much of the past three years, Alaska’s operational performance has fallen short of our goals and our customers’ expectations. We currently have several initiatives underway to help improve our on-time performance, completion rates, baggage handling, and other important customer-driven operational measures. Delivering on these core operational promises is one of our highest-priority internal goals for 2008.

 

RESULTS OF OPERATIONS

 

2007 COMPARED WITH 2006

 

Our consolidated net income for 2007 was $125.0 million, or $3.09 per diluted share, compared to a net loss of $52.6 million, or $1.39 per diluted share, in 2006. Several items, as noted below, affect the comparability between the two periods:

 

   

During 2006, we recorded fleet transition costs of $189.5 million ($118.5 million after tax, or $3.12 per share) associated with our fleet transition plan. See Note 2 to the consolidated financial statements.

 

   

In 2006, we recognized restructuring charges of $24.8 million ($15.5 million after tax, or $0.41 per share) associated with an offer of voluntary severance to certain of Alaska’s employees represented by the IAM and the AFA.

 

   

Both periods include adjustments to reflect the timing of gain or loss recognition resulting from mark-to-market fuel hedge accounting. In 2007, we recognized mark-to-market gains of $52.2 million ($32.7 million after tax, or $0.81 per diluted share), compared to a loss of $89.9 million ($56.3 million after tax, or $1.48 per share) in 2006.

 

We believe disclosure of the impact of these individual charges is useful information to investors and other readers because:

 

   

it is useful to monitor performance without these items as it improves a reader’s ability to compare our results to other airlines;

 

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our results excluding these special items is the basis for our various employee incentive plans, thus allowing investors to better understand the changes in variable incentive pay expense in our consolidated statements of operations;

 

   

our results excluding these items is most often used in internal management and board reporting and decision-making; and

 

   

we believe it is the basis by which we are evaluated by industry analysts.

 

Our consolidated results are primarily driven by the results of our two operating carriers. Alaska reported pretax income of $216.0 million in 2007, while Horizon reported a pretax loss of $10.6 million in 2007. Financial and statistical data for Alaska and Horizon are shown on pages 34 and 35, respectively. An in-depth discussion of the results of Alaska and Horizon begins on page 36.

 

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ALASKA AIRLINES FINANCIAL AND STATISTICAL DATA

 

     Quarter Ended December 31     Year Ended December 31  
       2007         2006       %
  Change  
    2007     2006     %
Change
    2005     %
Change
 

Financial Data (in millions):

                 

Operating Revenues:

                 

Passenger

  $ 612.8     $ 570.6     7.4     $ 2,547.2     $ 2,453.1     3.8     $ 2,183.0     12.4  

Freight and mail

    21.3       21.6     (1.4 )     94.2       93.4     0.9       90.3     3.4  

Other—net

    41.3       36.6     12.8       147.1       129.6     13.5       125.9     2.9  
                                                 

Total mainline operating revenues

    675.4       628.8     7.4       2,788.5       2,676.1         2,399.2     11.5  

Passenger—purchased capacity

    71.9       3.4     NM       281.4       16.4     NM       16.9     (3.0 )
                                                 

Total Operating Revenues

    747.3       632.2     18.2       3,069.9       2,692.5     14.0       2,416.1     11.4  
                                                 

Operating Expenses:

                 

Wages and benefits

    191.0       190.4     0.3       752.9       743.3     1.3       722.1     2.9  

Variable incentive pay

    2.3       10.4     (77.9 )     13.5       27.7     (51.3 )     15.3     81.0  

Aircraft fuel, including hedging gains and losses

    182.2       189.8     (4.0 )     737.5       757.0     (2.6 )     476.0     59.0  

Aircraft maintenance

    42.0       38.2     9.9       149.8       156.8     (4.5 )     185.2     (15.3 )

Aircraft rent

    29.5       26.3     12.2       112.8       110.9     1.7       116.8     (5.1 )

Landing fees and other rentals

    42.8       40.3     6.2       170.1       158.2     7.5       156.2     1.3  

Contracted services

    32.9       30.2     8.9       124.1       117.5     5.6       104.9     12.0  

Selling expenses

    30.0       31.5     (4.8 )     129.3       141.5     (8.6 )     132.6     6.7  

Depreciation and amortization

    36.2       38.2     (5.2 )     142.3       137.8     3.3       125.4     9.9  

Food and beverage service

    12.1       12.2     (0.8 )     46.9       48.3     (2.9 )     48.8     (1.0 )

Other

    48.1       42.7     12.6       173.1       161.1     7.4       157.6     2.2  

Fleet transition costs

    —         —       NM       —         189.5     NM       —       NM  

Restructuring charges and adjustments

    —         (7.6 )   NM       —         24.8     NM       20.4     NM  
                                                 

Total mainline operating expenses

    649.1       642.6     1.0       2,552.3       2,774.4     (8.0 )     2,261.3     22.7  

Purchased capacity costs

    80.7       3.2     NM       302.8       14.3     NM       15.0     (4.7 )
                                                 

Total Operating Expenses

    729.8       645.8     13.0       2,855.1       2,788.7     2.4       2,276.3     22.5  
                                                 

Operating Income (Loss)

    17.5       (13.6 )   NM       214.8       (96.2 )   NM       139.8     NM  
                                                 

Interest income

    15.1       15.1         64.8       56.3         32.5      

Interest expense

    (21.3 )     (19.8 )       (86.2 )     (73.3 )       (51.2 )    

Interest capitalized

    6.6       6.0         25.7       21.5         8.1      

Other—net

    (2.7 )     0.2         (3.1 )     (0.5 )       (5.0 )    
                                                 
      (2.3 )     1.5         1.2       4.0         (15.6 )    
                                                 

Income (Loss) Before Income Tax and Accounting Change

  $ 15.2     $ (12.1 )   NM     $ 216.0     $ (92.2 )   NM     $ 124.2     NM  
                                                 

Mainline Operating Statistics:

                 

Revenue passengers (000)

    4,191       4,107     2.0       17,558       17,165     2.3       16,759     2.4  

RPMs (000,000) “traffic”

    4,498       4,243     6.0       18,451       17,822     3.5       16,915     5.4  

ASMs (000,000) “capacity”

    6,020       5,755     4.6       24,208       23,278     4.0       22,292     4.4  

Passenger load factor

    74.7 %     73.7 %   1.0 pts     76.2 %     76.6 %   (0.4 )pts     75.9 %   0.7 pts

Yield per passenger mile

    13.62 ¢     13.45 ¢   1.3       13.81 ¢     13.76 ¢   0.3       12.91 ¢   6.7  

Operating revenues per ASM

    11.22 ¢     10.93 ¢   2.7       11.52 ¢     11.50 ¢   0.2       10.76 ¢   6.8  

Passenger revenue per ASM

    10.18 ¢     9.91 ¢   2.7       10.52 ¢     10.54 ¢   (0.2 )     9.79 ¢   7.6  

Operating expenses per ASM

    10.78 ¢     11.17 ¢   (3.5 )     10.54 ¢     11.92 ¢   (11.6 )     10.14 ¢   17.6  

Aircraft fuel cost per ASM

    3.02 ¢     3.30 ¢   (8.3 )     3.04 ¢     3.25 ¢   (6.4 )     2.13 ¢   53.0  

Fleet transition costs per ASM

    —         —       NM       —         0.81 ¢   NM       0.00 ¢   NM  

Restructuring charges per ASM

    —         -0.13 ¢   NM       —         0.11 ¢   NM       0.09 ¢   NM  

Navigation fee refund per ASM

    —         —       —         —         —       —         0.02 ¢   NM  

Aircraft fuel cost per gallon

  $ 2.09     $ 2.18     (4.1 )   $ 2.08     $ 2.14     (2.8 )   $ 1.37     56.2  

Economic fuel cost per gallon

  $ 2.48     $ 1.98     25.2     $ 2.20     $ 1.92     14.6     $ 1.53     25.5  

Fuel gallons (000,000)

    87.2       87.1     0.1       354.3       354.3     0.0       346.4     2.3  

Average number of full-time equivalent employees

    9,672       9,485     2.0       9,679       9,322     3.8       9,065     2.8  

Aircraft utilization (blk hrs/day)

    10.7       10.6     0.9       10.9       11.0     (0.9 )     10.8     1.9  

Average aircraft stage length (miles)

    946       914     3.5       926       919     0.8       898     2.3  

Operating fleet at period-end

    115       114     1 a/c     115       114     1 a/c     110     4 a/c

Purchased Capacity Operating Statistics:

                 

RPMs (000,000)

    287       9     NM       1,099       41     NM       42     NM  

ASMs (000,000)

    386       15     NM       1,453       67     NM       71     NM  

 

NM = Not Meaningful

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HORIZON AIR FINANCIAL AND STATISTICAL DATA

 

     Quarter Ended December 31     Year Ended December 31  
     2007     2006     %
Change
    2007     2006     %
Change
    2005     %
Change
 

Financial Data (in millions):

                 

Operating Revenues:

                 

Passenger

  $ 179.6     $ 155.0     15.9     $ 709.2     $ 633.1     12.0     $ 544.0     16.4  

Freight and mail

    0.5       0.9     (44.4 )     2.3       3.9     (41.0 )     3.8     2.6  

Other—net

    1.8       2.9     (37.9 )     6.9       7.0     (1.4 )     8.6     (18.6 )
                                                 

Total Operating Revenues

    181.9       158.8     14.5       718.4       644.0     11.6       556.4     15.7  
                                                 

Operating Expenses:

                 

Wages and benefits

    51.1       49.0     4.3       201.2       189.3     6.3       173.7     9.0  

Variable incentive pay

    1.3       2.3     (43.5 )     7.3       9.1     (19.8 )     4.7     93.6  

Aircraft fuel, including hedging gains and losses

    38.3       30.0     27.7       138.8       116.5     19.1       72.9     59.8  

Aircraft maintenance

    23.1       23.9     (3.3 )     92.0       73.9     24.5       43.3     70.7  

Aircraft rent

    15.7       17.3     (9.2 )     65.6       69.3     (5.3 )     70.2     (1.3 )

Landing fees and other rentals

    14.1       11.6     21.6       56.9       46.9     21.3       47.7     (1.7 )

Contracted services

    7.2       6.9     4.3       27.1       27.0     0.4       23.8     13.4  

Selling expenses

    7.7       6.3     22.2       31.2       31.5     (1.0 )     29.1     8.2  

Depreciation and amortization

    8.6       4.9     75.5       33.9       18.5     83.2       16.8     10.1  

Food and beverage service

    0.7       0.7     0.0       2.8       2.9     (3.4 )     2.5     16.0  

Other

    12.3       9.9     24.2       48.0       46.9     2.3       42.2     11.1  

Fleet transition costs

    3.5       —       NM       14.1       —       NM       —       NM  
                                                 

Total Operating Expenses

    183.6       162.8     12.8       718.9       631.8     13.8       526.9     19.9  
                                                 

Operating Income (Loss)

    (1.7 )     (4.0 )   NM       (0.5 )     12.2     NM       29.5     NM  
                                                 

Interest income

    1.1       1.0         4.5       3.7         1.6      

Interest expense

    (4.5 )     (1.6 )       (16.6 )     (7.4 )       (5.5 )    

Interest capitalized

    0.3       1.1         2.1       3.2         0.8      

Other—net

    —         —           (0.1 )     —           —        
                                                 
      (3.1 )     0.5         (10.1 )     (0.5 )       (3.1 )    
                                                 

Income (Loss) Before Income Tax and Accounting Change

  $ (4.8 )   $ (3.5 )   NM     $ (10.6 )   $ 11.7     NM     $ 26.4     NM  
                                                 

Combined Operating Statistics: (a)

                 

Revenue passengers (000)

    1,930       1,689     14.3       7,552       6,860     10.1       6,481     5.8  

RPMs (000,000) “traffic”

    723       659     9.7       2,918       2,691     8.4       2,475     8.7  

ASMs (000,000) “capacity”

    996       903     10.3       3,978       3,632     9.5       3,400     6.8  

Passenger load factor

    72.6 %     73.0 %   (0.4 )pts     73.4 %     74.1 %   (0.7 )pts     72.8 %   1.3 pts

Yield per passenger mile

    24.84 ¢     23.52 ¢   5.6       24.30 ¢     23.53 ¢   3.3       21.98 ¢   7.0  

Operating revenues per ASM

    18.26 ¢     17.59 ¢   3.9       18.06 ¢     17.73 ¢   1.9       16.36 ¢   8.4  

Operating expenses per ASM

    18.43 ¢     18.03 ¢   2.2       18.07 ¢     17.40 ¢   3.9       15.50 ¢   12.2  

Aircraft fuel cost per ASM

    3.85 ¢     3.32 ¢   16.0       3.49 ¢     3.21 ¢   8.7       2.14 ¢   50.0  

Fleet transition costs per ASM

    0.35 ¢     —       NM       0.35 ¢     —       NM       —       NM  

Aircraft fuel cost per gallon (a)

  $ 2.18     $ 2.19     (0.5 )   $ 2.14     $ 2.14     0.0     $ 1.41     51.8  

Economic fuel cost per gallon (a)

  $ 2.54     $ 1.98     28.3     $ 2.28     $ 1.93     18.1     $ 1.58     22.2  

Fuel gallons (000,000)

    17.6       13.7     28.5       64.8       54.3     19.3       51.3     5.8  

Average number of full-time equivalent employees

    3,887       3,670     5.9       3,806       3,611     5.4       3,456     4.5  

Aircraft utilization (blk hrs/day)

    8.4       8.6     (2.3 )     8.6       8.8     (2.3 )     8.7     1.1  

Operating fleet at period-end

    70       69     1 a/c     70       69     1 a/c     65     4 a/c

 

NM = Not Meaningful
(a) Represents combined information for all Horizon flights, including those operated under Capacity Purchase Agreements with Alaska and as Frontier JetExpress. See page 43 for additional line of business information.

 

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Table of Contents

ALASKA AIRLINES

 

Alaska reported income before income taxes of $216.0 million during 2007 compared to a loss before income taxes of $92.2 million in 2006. The $308.2 million difference between the periods is primarily the result of the fleet transition and restructuring charges recognized in 2006 totaling $214.3 million, combined with a reduction in fuel expense following mark-to-market fuel-hedging losses recorded in 2006 as compared to mark-to-market fuel- hedging gains in the current year. These mark-to-market adjustments are a result of changes in the value of our fuel hedge portfolio driven by changes in the price of crude oil.

 

The year’s most important trend was the dramatic increase in raw and economic fuel costs and the commensurate increase in passenger revenue as we (and many of our competitors) attempted to pass along the increased fuel costs. See page 39 for a discussion of raw and economic fuel costs.

 

ALASKA REVENUES

 

Total operating revenues increased $377.4 million, or 14.0%, in 2007 as compared to 2006. The new Capacity Purchase Agreement with Horizon described above made up $265.0 million of the increase, with mainline revenues (defined as passenger revenues from those flights operating on Alaska Airlines jets plus freight, mail and other revenues) contributing $112.4 million of the increase. The components of Alaska’s revenue are summarized in the following table:

 

     Years Ended December 31

(in millions)

  2007   2006   %
Change

Passenger Revenue—
mainline

  $ 2,547.2   $ 2,453.1   3.8

Freight and mail

    94.2     93.4   0.9

Other—net

    147.1     129.6   13.5
                 

Total Mainline Revenues

  $ 2,788.5   $ 2,676.1   4.2
                 

Passenger Revenue—purchased capacity

    281.4     16.4   NM
                 

Total Operating Revenues

  $ 3,069.9   $ 2,692.5   14.0
                 

 

NM = Not Meaningful

 

36   

 


Table of Contents

Operating Revenue—Mainline

 

Mainline passenger revenue increased 3.8% on a 4.0% increase in available seat miles offset by a modest decline in mainline passenger revenue per available seat mile (PRASM). The slight decline in PRASM was the result of a 0.3% increase in yields, offset by a 0.4-point decline in load factor compared to 2006.

 

Although the load factor for the full year was down from 2006, load factors outpaced 2006 in the second half of the year after lagging 2006 in the first half of the year. These load factor improvements contributed to the increase in unit passenger revenue (PRASM) seen in the third and fourth quarters. We believe the full-year load factor decline is due to capacity growth in connection with the replacement of older aircraft with larger B737-800 aircraft without a commensurate increase in the number of passengers. Our advance bookings currently suggest that load factors will be up 2 to 3 points in the first quarter of 2008 compared to the same period in 2007.

 

LOGO   LOGO

 

Freight and mail revenue was flat compared to 2006. This is primarily due to a decline in freight and mail volumes resulting from lower capacity that stemmed from the delay in the conversion of four of our B737-400 passenger aircraft to combi aircraft, offset by an increase in cargo yields, including those coming through fuel surcharges. We currently anticipate an increase in freight and mail revenues in 2008 as we expect to deploy our full capacity for the entire year.

 

Other—net revenues increased $17.5 million, or 13.5%, primarily as a result of higher commission revenue associated with the sale of mileage credits to our bank partner. When we sell mileage credits, we defer the majority of the proceeds and recognize that revenue when award travel takes place. Commission revenue represents the difference between the proceeds from the sale of miles and the amount we defer.

 

Passenger Revenue—Purchased Capacity

 

Passenger revenue—purchased capacity increased by $265.0 million to $281.4 million because of the CPA with Horizon.

 

Although the markets subject to the CPA have changed slightly compared to those included under the prior revenue-sharing arrangement, we believe it is useful to evaluate year-over-year revenue information to gauge actual trends in those markets. This factors out the impact of the intercompany capacity purchase agreement and, as a result, gives readers information about the aggregate impact to Air Group revenues. In 2006, Horizon recorded $221.5 million in revenues for markets covered by the prior revenue- sharing arrangement. Yields in those markets declined 3.3% and load factor increased 1.5 points on a 29.7% increase in capacity.

 

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Table of Contents

During 2007, purchased capacity costs exceeded passenger revenue—purchased capacity by $21.4 million. However, the reported results of purchased capacity flying do not reflect the total contribution of these flights to our mainline operation as many of the flights feed traffic from smaller cities.

 

ALASKA EXPENSES

 

For the year, total operating expenses increased $66.4 million compared to 2006 as a result of new purchased capacity costs recorded under the CPA with Horizon, offset by a decline in mainline operating costs. The components of Alaska’s operating expenses are summarized in the following table:

 

     Years Ended December 31  

Operating
Expenses (in
millions)

  2007    2006    %
Change
 

Mainline operating expenses

  $ 2,552.3    $ 2,774.4    (8.0 )

Purchased capacity costs

    302.8      14.3    NM  
                     

Total Operating Expenses

  $ 2,855.1    $ 2,788.7    2.4  
                     

 

NM = Not meaningful

 

Mainline Operating Expenses

 

Total mainline operating costs for 2007 declined by $222.1 million or 8.0% compared to 2006. The absence of the fleet transition costs and restructuring charges in 2007, and lower aircraft fuel expense resulting from mark-to-market gains associated with the value of our fuel hedge portfolio were the primary causes of the decline.

 

Along with our financial and statistical data on page 34, we are presenting here our line-item expenses on a per-ASM basis (in cents). We believe this information is useful to investors because it highlights areas in which costs have increased or decreased either more or less than capacity:

 

     Years Ended
December 31,
  CASM Change  
     2007   2006   2005   2007 vs.
2006
    2006 vs.
2005
 

Wages and benefits

  3.11   3.19   3.24   (0.08 )   (0.05 )

Variable incentive pay

  0.06   0.12   0.07   (0.06 )   0.05  

Aircraft fuel, including hedging gains and losses

  3.04   3.25   2.13   (0.21 )   1.12  

Aircraft maintenance

  0.62   0.67   0.83   (0.05 )   (0.16 )

Aircraft rent

  0.47   0.48   0.52   (0.01 )   (0.04 )

Landing fees and other rentals

  0.70   0.68   0.70   0.02     (0.02 )

Contracted services

  0.51   0.51   0.47   —       0.04  

Selling expenses

  0.53   0.61   0.59   (0.08 )