T
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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£
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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91-1292054
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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19300 International Boulevard, Seattle, Washington 98188
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Telephone: (206) 392-5040
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Common Stock, $1.00 Par Value
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New York Stock Exchange
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ITEM 1. OUR BUSINESS
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||
West Coast
|
35
|
%
|
|
37
|
%
|
|
41
|
%
|
|
45
|
%
|
|
48
|
%
|
Alaska
|
17
|
%
|
|
18
|
%
|
|
19
|
%
|
|
20
|
%
|
|
20
|
%
|
Transcon/midcon
|
19
|
%
|
|
19
|
%
|
|
19
|
%
|
|
17
|
%
|
|
18
|
%
|
Hawaii
|
20
|
%
|
|
16
|
%
|
|
11
|
%
|
|
7
|
%
|
|
4
|
%
|
Mexico
|
7
|
%
|
|
9
|
%
|
|
8
|
%
|
|
8
|
%
|
|
7
|
%
|
Canada
|
2
|
%
|
|
1
|
%
|
|
2
|
%
|
|
3
|
%
|
|
3
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||
West Coast
|
29
|
%
|
|
31
|
%
|
|
33
|
%
|
|
36
|
%
|
|
40
|
%
|
Within Alaska and between Alaska and the U.S. mainland
|
16
|
%
|
|
17
|
%
|
|
19
|
%
|
|
21
|
%
|
|
21
|
%
|
Transcon/midcon
|
22
|
%
|
|
22
|
%
|
|
24
|
%
|
|
23
|
%
|
|
22
|
%
|
Hawaii
|
23
|
%
|
|
19
|
%
|
|
14
|
%
|
|
9
|
%
|
|
5
|
%
|
Mexico
|
8
|
%
|
|
9
|
%
|
|
8
|
%
|
|
9
|
%
|
|
9
|
%
|
Canada
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
3
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
Average Stage Length
|
1,161
|
|
|
1,114
|
|
|
1,085
|
|
|
1,034
|
|
|
979
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||
Crude oil
|
65
|
%
|
|
70
|
%
|
|
79
|
%
|
|
82
|
%
|
|
68
|
%
|
Refining margins
|
25
|
%
|
|
24
|
%
|
|
14
|
%
|
|
13
|
%
|
|
16
|
%
|
Other
(a)
|
10
|
%
|
|
6
|
%
|
|
7
|
%
|
|
5
|
%
|
|
16
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
Aircraft fuel expense
|
35
|
%
|
|
34
|
%
|
|
27
|
%
|
|
21
|
%
|
|
36
|
%
|
(a)
|
Other includes gains and losses on settled fuel hedges, unrealized mark-to-market fuel hedge gains or losses, taxes and other into-plane costs.
|
•
|
safety record and reputation,
|
•
|
fares,
|
•
|
non-ticket fees,
|
•
|
flight schedules,
|
•
|
customer service,
|
•
|
routes served,
|
•
|
frequent flier programs,
|
•
|
on-time arrivals,
|
•
|
baggage handling,
|
•
|
on-board amenities,
|
•
|
type of aircraft, and
|
•
|
codesharing relationships.
|
•
|
offering our customers more travel destinations and better mileage credit/redemption opportunities;
|
•
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giving our Mileage Plan program a competitive advantage because of our partnership with carriers from two of the three major global alliances (Oneworld and Skyteam);
|
•
|
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 its regional affiliates while earning mileage credit in our partners’ programs.
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|
Frequent
Flyer
Agreement
|
|
Codeshare —
Alaska Flight # on
Flights Operated by
Other Airline
|
|
Codeshare —
Other Airline Flight #
on Flights Operated by
Alaska / Horizon / SkyWest
|
Major U.S. or International Airlines
|
|
|
|
|
|
Aeromexico
(a)
|
Yes
|
|
No
|
|
Yes
|
American Airlines/American Eagle
|
Yes
|
|
Yes
|
|
Yes
|
Air France
|
Yes
|
|
No
|
|
Yes
|
British Airways
|
Yes
|
|
No
|
|
No
|
Cathay Pacific Airways
|
Yes
|
|
No
|
|
Yes
|
Delta Air Lines
(b)
|
Yes
|
|
Yes
|
|
Yes
|
Emirates
|
Yes
|
|
No
|
|
No
|
Icelandair
|
Yes
|
|
No
|
|
Yes
|
KLM
|
Yes
|
|
No
|
|
Yes
|
Korean Air
|
Yes
|
|
No
|
|
Yes
|
Lan S.A.
|
Yes
|
|
No
|
|
Yes
|
Air Pacific
(c)
|
Yes
|
|
No
|
|
Yes
|
Qantas
|
Yes
|
|
No
|
|
Yes
|
Regional Airlines
|
|
|
|
|
|
SkyWest
(c)
|
Yes
|
|
Yes
|
|
No
|
Era Alaska
|
Yes
|
|
Yes
|
|
No
|
PenAir
(c)
|
Yes
|
|
Yes
|
|
No
|
Kenmore Air
(c)
|
Yes
|
|
No
|
|
No
|
(a)
|
Alaska and Aeromexico launched a new codeshare partnership in December 2012, and plan to commence a reciprocal frequent flyer partnership by March 31, 2013.
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(b)
|
Alaska has codeshare agreements with the Delta Connection carriers SkyWest, ExpressJet, Pinnacle, and Compass as part of its agreement with Delta.
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(c)
|
These airlines do not have their own frequent flyer program. However, Alaska’s Mileage Plan members can earn and redeem miles on these airlines’ route systems.
|
•
|
Alaskaair.com:
It is less expensive for us to sell through this direct channel and, as a result, we continue to take steps to drive more business to our website. 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.
|
•
|
Traditional and 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 us to 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, AZ, Kent, WA, and Boise, ID. We generally charge a $15 fee for booking reservations through these call centers.
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||
Alaskaair.com
|
54
|
%
|
|
51
|
%
|
|
48
|
%
|
|
45
|
%
|
|
48
|
%
|
Traditional agencies
|
27
|
%
|
|
28
|
%
|
|
28
|
%
|
|
32
|
%
|
|
28
|
%
|
Online travel agencies
|
13
|
%
|
|
13
|
%
|
|
15
|
%
|
|
11
|
%
|
|
14
|
%
|
Reservation call centers
|
6
|
%
|
|
8
|
%
|
|
9
|
%
|
|
12
|
%
|
|
10
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
general economic conditions and resulting changes in passenger demand,
|
•
|
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.
|
Union
|
|
Employee Group
|
|
Number of
Active Employees
|
|
Contract Status
|
|
Air Line Pilots Association International (ALPA)
|
|
Pilots
|
|
1,452
|
|
|
Amendable 4/1/2013
|
Association of Flight Attendants (AFA)
|
|
Flight attendants
|
|
2,987
|
|
|
In Negotiations
|
International Association of Machinists and Aerospace Workers (IAM)
|
|
Ramp service and stock clerks
|
|
573
|
|
|
Amendable 7/19/2018
|
IAM
|
|
Clerical, office and passenger service
|
|
2,496
|
|
|
Amendable 1/1/2014
|
Aircraft Mechanics Fraternal Association (AMFA)
|
|
Mechanics, inspectors and cleaners
|
|
624
|
|
|
Amendable 10/17/2016
|
Mexico Workers Association of Air Transport
|
|
Mexico airport personnel
|
|
83
|
|
|
Amendable 9/1/2013
|
Transport Workers Union of America (TWU)
|
|
Dispatchers
|
|
39
|
|
|
Amendable 3/24/2015
|
Union
|
|
Employee Group
|
|
Number of
Active Employees
|
|
Contract Status
|
|
International Brotherhood of Teamsters (IBT)
|
|
Pilots
|
|
550
|
|
|
Amendable 12/11/2018
|
AFA
|
|
Flight attendants
|
|
505
|
|
|
In Negotiations
|
IBT
|
|
Mechanics and related classifications
|
|
298
|
|
|
Amendable 12/16/2014
|
TWU
|
|
Dispatchers
|
|
18
|
|
|
Amendable 8/26/2014
|
National Automobile, Aerospace, Transportation and General Workers
|
|
Station personnel in
Vancouver and Victoria, BC, Canada |
|
46
|
|
|
Amendable 2/14/2016
|
IAM
|
|
Maintenance Stores
|
|
34
|
|
|
In Negotiations
|
Name
|
|
Position
|
|
Age
|
|
Air Group
or Subsidiary
Officer Since
|
Bradley Tilden
|
|
President and Chief Executive Officer of Alaska Air Group, Inc. and Alaska Airlines, Inc. and Chief Executive Officer of Horizon Air Industries, Inc.
|
|
52
|
|
1994
|
|
|
|
|
|
|
|
Glenn Johnson
|
|
Executive Vice President of Alaska Air Group, Inc. and President of Horizon Air Industries, Inc.
|
|
54
|
|
1991
|
|
|
|
|
|
|
|
Keith Loveless
|
|
Executive Vice President, General Counsel and Corporate Secretary of Alaska Air Group, Inc. and Alaska Airlines, Inc.
|
|
56
|
|
1996
|
|
|
|
|
|
|
|
Benito Minicucci
|
|
Executive Vice President/Operations and Chief Operating Officer of Alaska Airlines, Inc.
|
|
46
|
|
2004
|
|
|
|
|
|
|
|
Brandon Pedersen
|
|
Vice President/Finance and Chief Financial Officer of Alaska Air Group, Inc. and Alaska Airlines, Inc.
|
|
46
|
|
2003
|
•
|
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. While airlines are permitted to establish their own fares without governmental regulation,
the DOT has jurisdiction over the approval of international codeshare agreements, marketing alliance agreements between major domestic carriers, international and some domestic route authorities, Essential Air Service market subsidies, carrier liability for personal or property damage, and certain airport rates and charges disputes. International treaties may also contain restrictions or requirements for flying outside of the U.S. and impose different carrier liability limits than those applicable to domestic flights. The DOT has recently been active in implementing a variety of “passenger protection” regulations, covering subjects such as advertising, passenger communications, denied boarding compensation and tarmac delay response.
Beginning January 2012, we began adhering to the DOT's
full-fare advertising rule, which requires quoted fares to include all applicable government taxes and fees.
International fares and rates are subject to the jurisdiction of the governments of the foreign countries we serve.
Beginning in July 2012,
DOT rules stipulated that airlines must charge passengers the same checked baggage fee on all legs of a journey covered by a single ticket, even if the passenger's journey involves flights on multiple carriers with different checked baggage fees.
|
•
|
FAA:
The FAA, through Federal Aviation Regulations (FARs), generally regulates all aspects of airline operations, including establishing personnel, maintenance and flight operation standards. Domestic airlines are required to hold a valid air carrier operating certificate issued by the FAA. Pursuant to these regulations we have established, and the FAA has approved, our operations specifications and a maintenance program for each type of aircraft we operate. 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. New FAA rules regarding pilot flight time, duty period and rest came into effect in 2012. The rule limits flight time to eight to nine hours and duty period to nine to 14 hours. In addition, the rule requires 10-hour minimum rest periods prior to the duty period and at least 30 consecutive hours free from duty on a weekly basis. The rule also places 28-day and annual limits on actual flight time.
|
•
|
TSA:
Airlines serving the U.S. must operate a TSA-approved Aircraft Operator Standard Security Program (AOSSP), and comply with TSA Security Directives (SDs) and regulations. Airlines are subject to enforcement actions that are brought by the TSA from time to time for alleged violations of the AOSSP, SDs or security regulations. We are not aware of any enforcement proceedings that could either materially affect our financial position or impact our authority to operate. Under TSA authority, we are also required to collect a September 11 Security Fee of $2.50 per enplanement from passengers and remit that sum to the government to fund aviation security measures. Carriers also pay the TSA a security infrastructure fee to cover passenger and property screening costs. These security infrastructure fees amounted to
$13 million
each year in
2012
,
2011
and
2010
.
|
ITEM 1A. RISK FACTORS
|
•
|
significantly reduce passenger traffic and yields as a result of 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.
|
•
|
air traffic congestion at airports or other air traffic control problems;
|
•
|
adverse weather conditions;
|
•
|
increased security measures or breaches in security;
|
•
|
international or domestic conflicts or terrorist activity; and
|
•
|
other changes in business conditions.
|
ITEM 1B. UNRESOLVED STAFF COMMENTS
|
ITEM 2. PROPERTIES
|
Aircraft Type
|
Seats
|
|
Owned
|
|
Leased
|
|
Total
|
|
Average
Age in
Years
|
||||
B737 Freighters & Combis
|
0/72
|
|
6
|
|
|
—
|
|
|
6
|
|
|
19.2
|
|
B737-400/700
|
124/144
|
|
17
|
|
|
24
|
|
|
41
|
|
|
15.1
|
|
B737-800/900/900ER
|
157/172/ 181
|
|
67
|
|
|
10
|
|
|
77
|
|
|
5.4
|
|
B737 Passenger Aircraft
|
|
|
84
|
|
|
34
|
|
|
118
|
|
|
8.8
|
|
Total Mainline Fleet
|
|
|
90
|
|
|
34
|
|
|
124
|
|
|
9.3
|
|
Q400
|
76
|
|
33
|
|
|
15
|
|
|
48
|
|
|
6.6
|
|
Total
|
|
|
123
|
|
|
49
|
|
|
172
|
|
|
8.5
|
|
ITEM 3. LEGAL PROCEEDINGS
|
ITEM 4. MINE SAFETY DISCLOSURES
|
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
2012
|
|
2011
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
39.77
|
|
|
$
|
33.69
|
|
|
$
|
32.50
|
|
|
$
|
28.08
|
|
Second Quarter
|
36.62
|
|
|
31.29
|
|
|
35.04
|
|
|
29.50
|
|
||||
Third Quarter
|
38.46
|
|
|
32.69
|
|
|
35.31
|
|
|
25.90
|
|
||||
Fourth Quarter
|
45.15
|
|
|
34.57
|
|
|
38.57
|
|
|
25.55
|
|
|
Total Number of
Shares Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of Shares (or units) Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum remaining
dollar value of shares
that can be purchased
under the plan
|
||||||
October 1, 2012 – October 31, 2012
|
12,000
|
|
|
$
|
38.03
|
|
|
12,000
|
|
|
|
||
November 1, 2012 – November 30, 2012
|
110,510
|
|
|
40.78
|
|
|
110,510
|
|
|
|
|||
December 1, 2012 – December 31, 2012
|
80,000
|
|
|
43.44
|
|
|
80,000
|
|
|
|
|||
Total
|
202,510
|
|
|
$
|
41.67
|
|
|
202,510
|
|
|
$
|
242
|
|
(a)
|
Includes capitalized interest of
$18 million
,
$12 million
,
$6 million
,
$8 million
, and
$23 million
for
2012
,
2011
,
2010
,
2009
, and
2008
, respectively.
|
(b)
|
Includes flights operated by SkyWest beginning in May 2011 and flights operated by PenAir under Capacity Purchase Agreements (CPA).
|
(c)
|
See reconciliation of this measure to the most directly related GAAP measure in the "Results of Operations" section.
|
(d)
|
Data presented includes information related to regional CPAs, except for operating fleet.
|
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Year in Review
—highlights from
2012
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 our operations 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 is also included here. This section includes forward-looking statements regarding our view of
2013
.
|
•
|
Liquidity and Capital Resources
—an analysis of cash flows, sources and uses of cash, contractual obligations, commitments and off-balance sheet arrangements, and an overview of financial position.
|
•
|
Critical Accounting Estimates
—a discussion of our accounting estimates that involve significant judgment and uncertainties.
|
•
|
Reported record adjusted earnings for
2012
, marking our ninth consecutive year in which we reported an adjusted profit.
|
•
|
Air Group employees earned
$88 million
in incentive pay, or more than one-month's pay for most employees. Over the last four years, employees have earned more than $325 million in incentive pay, averaging 8% of annual pay for most employees.
|
•
|
Signed an aircraft purchase agreement with The Boeing Company for 50 new 737 aircraft, including 37 of Boeing's
|
•
|
Improved employee productivity by
3.5 percent
compared to the fourth quarter of 2011.
|
•
|
Carried a record number passengers in 2012 and achieved a record load factor of
85.9 percent
, up
1.4 points
from the prior year.
|
•
|
Completed renovation of Terminal 6 at Los Angeles International Airport (LAX) in March, which includes the Airport
|
•
|
Repurchased
1,685,951
shares of common stock for approximately
$60 million
. Since 2007, Air Group has used
$320 million
to repurchase
18 million
shares.
|
•
|
Lowered adjusted debt-to-total capitalization ratio by
8 points
to
54 percent
since
December 31, 2011
and by 27 points from 81 percent at the end of 2008.
|
•
|
Held
$1.3 billion
in unrestricted cash and marketable securities as of December 31, 2012.
|
•
|
Achieved trailing twelve-month return on invested capital of
13 percent
, surpassing the 10 percent goal for the third year in a row.
|
•
|
Contributed
$110 million
to the defined-benefit pension plans during 2012, bringing the total over four years to approximately $540 million, despite having no required contribution.
|
•
|
For the fifth year in a row, Alaska Airlines ranked “Highest in Customer Satisfaction among Traditional Network Carriers” by J.D. Power and Associates.
|
•
|
Received "2012 Global Vision Award" by Travel + Leisure magazine for Alaska Airlines' sustainability efforts.
|
•
|
Alaska Airlines named "Best Regional Airline in North America" at the 2012 World Airline Awards.
|
•
|
Alaska Airlines earned "Eco-Partnership of the Year Award" by Air Transport World magazine.
|
•
|
Recognized Alaska Air Group as the 2011 Best Company in the Northwest by The Seattle Times.
|
•
|
Alaska Airlines received "2012 Fly Quiet Bravo Award" by the Port of Seattle Commission.
|
•
|
Won the "Platinum" award for Alaska Airlines' excellence in baggage handling from the International Air Transport Association, the first carrier in North America and only the second in the world to earn that title.
|
New Non-Stop Routes Between
|
|
Frequency (Weekly)
|
|
Start Date
|
San Jose to Palm Springs
|
|
Daily (Seasonal)
|
|
2/17/2012
|
Seattle to Kansas City
|
|
Daily
|
|
3/12/2012
|
Portland to Long Beach
|
|
Daily
|
|
3/12/2012
|
Oakland to Honolulu
|
|
Daily
|
|
4/10/2012
|
San Jose to Honolulu
|
|
Daily
|
|
4/10/2012
|
San Diego to Santa Rosa
|
|
Daily
|
|
6/4/2012
|
San Diego to Fresno
|
|
2x Daily
|
|
6/4/2012
|
San Diego to Monterey
|
|
Daily
|
|
6/4/2012
|
Reno to San Jose
|
|
2x Daily
|
|
6/4/2012
|
Portland to Bellingham
|
|
Daily (Seasonal)
|
|
6/4/2012
|
Portland to Bozeman
|
|
Daily (Seasonal)
|
|
6/4/2012
|
Portland to Santa Barbara
|
|
Daily (Seasonal)
|
|
6/4/2012
|
Seattle to Philadelphia
|
|
Daily
|
|
6/11/2012
|
Seattle to Fort Lauderdale (replaced Seattle to Miami)
|
|
Daily
|
|
7/16/2012
|
Portland to Pasco
|
|
Daily
|
|
8/27/2012
|
Portland to Washington, D.C.
|
|
Daily
|
|
8/28/2012
|
Seattle to San Antonio
|
|
Daily
|
|
9/17/2012
|
San Diego to Orlando
|
|
5x Weekly
|
|
10/11/2012
|
Portland to Lihue
|
|
4x Weekly (Seasonal)
|
|
11/5/2012
|
Bellingham to Kahului
|
|
4x Weekly (Seasonal)
|
|
11/8/2012
|
Anchorage to Kona
|
|
1x Weekly (Seasonal)
|
|
11/10/2012
|
•
|
Both periods include adjustments to reflect the timing of net unrealized mark-to-market gains or losses related to our fuel hedge positions. For
2012
, we recognized net mark-to-market losses of
$38 million
(
$23 million
after tax, or
$0.33
per share) compared to losses of
$30 million
(
$18 million
after tax, or
$0.26
per share) in
2011
.
|
•
|
In 2011, we incurred
$39 million
(
$24 million
after tax, of
$0.33
per share) in expense as part of Horizon's fleet transition to an all Q400 fleet.
|
•
|
We believe it is the basis by which we are evaluated by industry analysts;
|
•
|
Our results excluding these items are most often used in internal management and board reporting and decision-making;
|
•
|
Our results excluding these adjustments serve as the basis for our various employee incentive plans, thus the information allows investors to better understand the changes in variable incentive pay expense in our consolidated statements of operations;
|
•
|
It is useful to monitor performance without these items as it improves a reader’s ability to compare our results to those of other airlines; and
|
•
|
It is consistent with how we present information in our quarterly earnings press releases.
|
|
Years Ended December 31,
|
||||||||||||||
|
2012
|
|
2011
|
||||||||||||
(in millions, except per share amounts)
|
Dollars
|
|
Diluted EPS
|
|
Dollars
|
|
Diluted EPS
|
||||||||
Net income and diluted EPS as reported
|
$
|
316
|
|
|
$
|
4.40
|
|
|
$
|
245
|
|
|
$
|
3.33
|
|
Fleet transition costs, net of tax
|
—
|
|
|
—
|
|
|
24
|
|
|
0.33
|
|
||||
Mark-to-market fuel hedge adjustments, net of tax
|
23
|
|
|
0.33
|
|
|
18
|
|
|
0.26
|
|
||||
Non-GAAP adjusted income and per share amounts
|
$
|
339
|
|
|
$
|
4.73
|
|
|
$
|
287
|
|
|
$
|
3.92
|
|
|
Twelve Months Ended December 31,
|
||||||||||||||||
|
2012
|
|
2011
|
|
Change
|
|
2010
|
|
Change
|
||||||||
Consolidated Operating Statistics:
(a)
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue passengers (000)
|
25,896
|
|
|
24,790
|
|
|
4.5
|
%
|
|
23,334
|
|
|
6.2
|
%
|
|||
RPMs (000,000) "traffic"
|
27,007
|
|
|
25,032
|
|
|
7.9
|
%
|
|
22,841
|
|
|
9.6
|
%
|
|||
ASMs (000,000) "capacity"
|
31,428
|
|
|
29,627
|
|
|
6.1
|
%
|
|
27,736
|
|
|
6.8
|
%
|
|||
Load factor
|
85.9
|
%
|
|
84.5
|
%
|
|
1.4
|
pts
|
|
82.4
|
%
|
|
2.1
|
pts
|
|||
Yield
|
|
14.92
|
¢
|
|
|
14.81
|
¢
|
|
0.7
|
%
|
|
|
14.30
|
¢
|
|
3.6
|
%
|
PRASM
|
|
12.82
|
¢
|
|
|
12.51
|
¢
|
|
2.5
|
%
|
|
|
11.78
|
¢
|
|
6.2
|
%
|
CASM excluding fuel and fleet transition costs
(a)
|
|
8.48
|
¢
|
|
|
8.55
|
¢
|
|
(0.8
|
)%
|
|
|
8.82
|
¢
|
|
(3.1
|
)%
|
Economic fuel cost per gallon
(b)
|
$
|
3.37
|
|
|
$
|
3.18
|
|
|
6.0
|
%
|
|
$
|
2.37
|
|
|
34.2
|
%
|
Fuel gallons (000,000)
|
422
|
|
|
398
|
|
|
6.0
|
%
|
|
377
|
|
|
5.6
|
%
|
|||
Average number of full-time equivalent employees
|
11,955
|
|
|
11,840
|
|
|
1.0
|
%
|
|
11,696
|
|
|
1.2
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Mainline Operating Statistics:
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue passengers (000)
|
18,526
|
|
|
17,810
|
|
|
4.0
|
%
|
|
16,514
|
|
|
7.8
|
%
|
|||
RPMs (000,000) "traffic"
|
24,417
|
|
|
22,586
|
|
|
8.1
|
%
|
|
20,350
|
|
|
11.0
|
%
|
|||
ASMs (000,000) "capacity"
|
28,180
|
|
|
26,517
|
|
|
6.3
|
%
|
|
24,434
|
|
|
8.5
|
%
|
|||
Load factor
|
86.6
|
%
|
|
85.2
|
%
|
|
1.4
|
pts
|
|
83.3
|
%
|
|
1.9
|
pts
|
|||
Yield
|
|
13.45
|
¢
|
|
|
13.26
|
¢
|
|
1.4
|
%
|
|
|
12.75
|
¢
|
|
4.0
|
%
|
PRASM
|
|
11.65
|
¢
|
|
|
11.29
|
¢
|
|
3.2
|
%
|
|
|
10.62
|
¢
|
|
6.3
|
%
|
CASM excluding fuel
(b)
|
|
7.56
|
¢
|
|
|
7.60
|
¢
|
|
(0.5
|
)%
|
|
|
7.85
|
¢
|
|
(3.2
|
)%
|
Economic fuel cost per gallon
(b)
|
$
|
3.36
|
|
|
$
|
3.18
|
|
|
5.7
|
%
|
|
$
|
2.37
|
|
|
34.2
|
%
|
Fuel gallons (000,000)
|
368
|
|
|
346
|
|
|
6.4
|
%
|
|
320
|
|
|
8.1
|
%
|
|||
Average number of full-time equivalent employees
|
9,178
|
|
|
8,916
|
|
|
2.9
|
%
|
|
8,651
|
|
|
3.1
|
%
|
|||
Aircraft utilization
|
10.7
|
|
|
10.5
|
|
|
1.9
|
%
|
|
10.0
|
|
|
5.0
|
%
|
|||
Average aircraft stage length
|
1,161
|
|
|
1,114
|
|
|
4.2
|
%
|
|
1,085
|
|
|
2.7
|
%
|
|||
Mainline operating fleet at period-end
|
124
|
|
|
117
|
|
|
7
|
a/c
|
|
114
|
|
|
3
|
a/c
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Regional Operating Statistics:
(c)
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue passengers (000)
|
7,371
|
|
|
6,980
|
|
|
5.6
|
%
|
|
6,820
|
|
|
2.3
|
%
|
|||
RPMs (000,000) "traffic"
|
2,590
|
|
|
2,446
|
|
|
5.9
|
%
|
|
2,491
|
|
|
(1.8
|
)%
|
|||
ASMs (000,000) "capacity"
|
3,247
|
|
|
3,110
|
|
|
4.4
|
%
|
|
3,302
|
|
|
(5.8
|
)%
|
|||
Load factor
|
79.8
|
%
|
|
78.6
|
%
|
|
1.2
|
pts
|
|
75.4
|
%
|
|
3.2
|
pts
|
|||
Yield
|
|
28.81
|
¢
|
|
|
29.13
|
¢
|
|
(1.1
|
)%
|
|
|
26.95
|
¢
|
|
8.1
|
%
|
PRASM
|
|
22.98
|
¢
|
|
|
22.94
|
¢
|
|
0.2
|
%
|
|
|
20.33
|
¢
|
|
12.8
|
%
|
(a)
|
Except for FTEs, data includes information related to regional CPA flying with Horizon, SkyWest and PenAir.
|
(b)
|
See reconciliation of this measure to the most directly related GAAP measure in the "Results of Operations" section.
|
(c)
|
Data presented includes information related to regional CPAs.
|
|
Year Ended December 31,
|
||||||||
(in millions)
|
2012
|
|
2011
|
|
% Change
|
||||
Passenger
|
|
|
|
|
|
||||
Mainline
|
$
|
3,284
|
|
|
$
|
2,995
|
|
|
10
|
Regional
|
746
|
|
|
713
|
|
|
5
|
||
Total passenger revenue
|
$
|
4,030
|
|
|
$
|
3,708
|
|
|
9
|
Freight and mail
|
111
|
|
|
109
|
|
|
2
|
||
Other - net
|
516
|
|
|
501
|
|
|
3
|
||
Total operating revenues
|
$
|
4,657
|
|
|
$
|
4,318
|
|
|
8
|
|
Year Ended December 31,
|
||||||||
(in millions)
|
2012
|
|
2011
|
|
% Change
|
||||
Fuel expense
|
$
|
1,459
|
|
|
$
|
1,298
|
|
|
12
|
Non-fuel expenses
|
2,666
|
|
|
2,571
|
|
|
4
|
||
Total Operating Expenses
|
$
|
4,125
|
|
|
$
|
3,869
|
|
|
7
|
|
Year Ended December 31,
|
||||||||
(in millions)
|
2012
|
|
2011
|
|
% Change
|
||||
Wages
|
$
|
726
|
|
|
$
|
703
|
|
|
3
|
Pension and defined-contribution retirement benefits
|
103
|
|
|
88
|
|
|
17
|
||
Medical benefits
|
109
|
|
|
108
|
|
|
1
|
||
Other benefits and payroll taxes
|
100
|
|
|
92
|
|
|
9
|
||
Total wages and benefits
|
$
|
1,038
|
|
|
$
|
991
|
|
|
5
|
|
Year Ended December 31,
|
||||||||||||||
|
2012
|
|
2011
|
||||||||||||
(in millions, except for per gallon amounts)
|
Dollars
|
|
Cost/Gal
|
|
Dollars
|
|
Cost/Gal
|
||||||||
Raw or "into-plane" fuel cost
|
$
|
1,397
|
|
|
$
|
3.31
|
|
|
$
|
1,289
|
|
|
$
|
3.24
|
|
(Gains) losses on settled hedges
|
24
|
|
|
0.06
|
|
|
(21
|
)
|
|
(0.06
|
)
|
||||
Consolidated economic fuel expense
|
$
|
1,421
|
|
|
$
|
3.37
|
|
|
$
|
1,268
|
|
|
$
|
3.18
|
|
Mark-to-market fuel hedge adjustments
|
38
|
|
|
0.09
|
|
|
30
|
|
|
0.08
|
|
||||
GAAP fuel expense
|
$
|
1,459
|
|
|
$
|
3.46
|
|
|
$
|
1,298
|
|
|
$
|
3.26
|
|
Fuel gallons
|
422
|
|
|
|
|
398
|
|
|
|
|
Year Ended December 31,
|
|||||||||
|
2012
|
|
2011
|
|
% Change
|
|||||
Consolidated:
|
|
|
|
|
|
|||||
Total operating expenses per ASM (CASM)
|
|
13.12
|
¢
|
|
|
13.06
|
¢
|
|
0.5
|
|
Less the following components:
|
|
|
|
|
|
|
|
|||
Aircraft fuel, including hedging gains and losses
|
4.64
|
|
|
4.38
|
|
|
5.9
|
|
||
Fleet transition costs
|
—
|
|
|
0.13
|
|
|
NM
|
|
||
CASM, excluding fuel and fleet transition costs
|
|
8.48
|
¢
|
|
|
8.55
|
¢
|
|
(0.8
|
)
|
|
|
|
|
|
|
|||||
Mainline:
|
|
|
|
|
|
|||||
Total mainline operating expenses per ASM (CASM)
|
|
12.09
|
¢
|
|
|
11.87
|
¢
|
|
1.9
|
|
Less the following components:
|
|
|
|
|
|
|
|
|||
Aircraft fuel, including hedging gains and losses
|
4.53
|
|
|
4.27
|
|
|
6.1
|
|
||
CASM, excluding fuel
|
|
7.56
|
¢
|
|
|
7.60
|
¢
|
|
(0.5
|
)
|
•
|
By eliminating fuel expense and certain special items from our unit cost metrics, we believe that we have better visibility into the results of our non-fuel cost-reduction initiatives. Our industry is highly competitive and is characterized by high fixed costs, so even a small reduction in non-fuel operating costs can result in a significant improvement in operating results. In addition, we believe that all domestic carriers are similarly impacted by changes in jet fuel costs over the long run, so it is important for management (and thus investors) to understand the impact of (and trends in) company-specific cost drivers such as labor rates and productivity, airport costs, maintenance costs, etc., which are more controllable.
|
•
|
CASM excluding fuel and certain special items is one of the most important measures used by management and by the Air Group Board of Directors in assessing quarterly and annual cost performance.
|
•
|
CASM excluding fuel (and other items as specified in our plan documents) is an important metric for the employee incentive plan that covers all employees.
|
•
|
CASM excluding fuel and certain special items is a measure commonly used by industry analysts, and we believe it is the basis by which they compare our airlines to others in the industry. The measure is also the subject of frequent questions from investors.
|
•
|
Disclosure of the individual impact of certain noted items provides investors the ability to measure and monitor performance both with and without these special items. We believe that disclosing the impact of certain items, such as fleet transition costs, is important because it provides information on significant items that are not necessarily indicative of future performance. Industry analysts and investors consistently measure our performance without these items for better comparability between periods and among other airlines.
|
•
|
Although we disclose our passenger unit revenues, we do not (nor are we able to) evaluate unit revenues excluding the impact that changes in fuel costs have had on ticket prices. Fuel expense represents a large percentage of our total operating expenses. Fluctuations in fuel prices often drive changes in unit revenues in the mid-to-long term. Although we believe it is useful to evaluate non-fuel unit costs for the reasons noted above, we would caution readers of these financial statements not to place undue reliance on unit costs excluding fuel as a measure or predictor of future profitability because of the significant impact of fuel costs on our business.
|
|
Forecast
Q1 2013
|
|
Change
Y-O-Y
|
|
Forecast
Full Year 2013
|
|
Change
Y-O-Y
|
Consolidated:
|
|
|
|
|
|
|
|
Capacity (ASMs in millions)
|
7,950 - 8,000
|
|
~ 8.5%
|
|
33,600 - 34,100
|
|
~ 7.5%
|
Cost per ASM excluding fuel and special items (cents)
|
8.79 - 8.84
|
|
flat
|
|
8.35 - 8.40
|
|
~ (1)%
|
|
|
|
|
|
|
|
|
Mainline:
|
|
|
|
|
|
|
|
Capacity (ASMs in millions)
|
7,150 - 7,200
|
|
~ 9%
|
|
30,150 - 30,650
|
|
~ 8%
|
Cost per ASM excluding fuel and special items (cents)
|
7.88 - 7.93
|
|
flat
|
|
7.50 - 7.55
|
|
~ (0.5)%
|
•
|
Both periods included adjustments to reflect the timing of net unrealized mark-to-market gains or losses related to our fuel hedge positions. For
2011
, we recognized net mark-to-market losses of
$30 million
(
$18 million
after tax, or
$0.26
per share) compared to losses of
$5 million
(
$4 million
after tax, or
$0.05
per share) in
2010
.
|
•
|
2011
included Horizon fleet transition costs of
$39 million
(
$24 million
after tax, of
$0.33
per share) compared to
$13 million
(
$8 million
, or
$0.11
per share) in
2010
.
|
|
Year Ended December 31,
|
||||||||||||||
|
2011
|
|
2010
|
||||||||||||
(in millions, except per share amounts)
|
Dollars
|
|
Diluted EPS
|
|
Dollars
|
|
Diluted EPS
|
||||||||
Net income and diluted EPS as reported
|
$
|
245
|
|
|
$
|
3.33
|
|
|
$
|
251
|
|
|
$
|
3.41
|
|
Fleet transition costs, net of tax
|
24
|
|
|
0.33
|
|
|
8
|
|
|
0.11
|
|
||||
Mark-to-market fuel hedge adjustments, net of tax
|
18
|
|
|
0.26
|
|
|
4
|
|
|
0.05
|
|
||||
Non-GAAP adjusted income and per share amounts
|
$
|
287
|
|
|
$
|
3.92
|
|
|
$
|
263
|
|
|
$
|
3.57
|
|
|
Year Ended December 31,
|
||||||||
(in millions)
|
2011
|
|
2010
|
|
% Change
|
||||
Passenger
|
|
|
|
|
|
||||
Mainline
|
$
|
2,995
|
|
|
$
|
2,595
|
|
|
15
|
Regional
|
713
|
|
|
671
|
|
|
6
|
||
Total passenger revenue
|
$
|
3,708
|
|
|
$
|
3,266
|
|
|
14
|
Freight and mail
|
109
|
|
|
106
|
|
|
2
|
||
Other - net
|
501
|
|
|
460
|
|
|
9
|
||
Total operating revenues
|
$
|
4,318
|
|
|
$
|
3,832
|
|
|
13
|
|
Year Ended December 31,
|
||||||||
(in millions)
|
2011
|
|
2010
|
|
% Change
|
||||
Fuel expense
|
$
|
1,298
|
|
|
$
|
901
|
|
|
44
|
Non-fuel expenses
|
2,571
|
|
|
2,460
|
|
|
5
|
||
Total Operating Expenses
|
$
|
3,869
|
|
|
$
|
3,361
|
|
|
15
|
|
Year Ended December 31,
|
|||||||||
(in millions)
|
2011
|
|
2010
|
|
% Change
|
|||||
Wages
|
$
|
703
|
|
|
$
|
674
|
|
|
4
|
|
Pension and defined-contribution retirement benefits
|
88
|
|
|
93
|
|
|
(5
|
)
|
||
Medical benefits
|
108
|
|
|
109
|
|
|
(1
|
)
|
||
Other benefits and payroll taxes
|
92
|
|
|
85
|
|
|
8
|
|
||
Total wages and benefits
|
$
|
991
|
|
|
$
|
961
|
|
|
3
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2011
|
|
2010
|
||||||||||||
(in millions, except for per gallon amounts)
|
Dollars
|
|
Cost/Gal
|
|
Dollars
|
|
Cost/Gal
|
||||||||
Raw or "into-plane" fuel cost
|
$
|
1,289
|
|
|
$
|
3.24
|
|
|
$
|
899
|
|
|
$
|
2.38
|
|
Gains on settled hedges
|
(21
|
)
|
|
(0.06
|
)
|
|
(3
|
)
|
|
(0.01
|
)
|
||||
Consolidated economic fuel expense
|
$
|
1,268
|
|
|
$
|
3.18
|
|
|
$
|
896
|
|
|
$
|
2.37
|
|
Mark-to-mark fuel hedge adjustments
|
30
|
|
|
0.08
|
|
|
5
|
|
|
0.01
|
|
||||
GAAP fuel expense
|
$
|
1,298
|
|
|
$
|
3.26
|
|
|
$
|
901
|
|
|
$
|
2.38
|
|
Fuel gallons
|
398
|
|
|
|
|
377
|
|
|
|
|
Year Ended December 31,
|
|||||||||
|
2011
|
|
2010
|
|
% Change
|
|||||
Consolidated:
|
|
|
|
|
|
|||||
Total operating expenses per ASM (CASM)
|
|
13.06
|
¢
|
|
|
12.12
|
¢
|
|
7.8
|
|
Less the following components:
|
|
|
|
|
|
|
|
|||
Aircraft fuel, including hedging gains and losses
|
4.38
|
|
|
3.25
|
|
|
34.8
|
|
||
Fleet transition costs
|
0.13
|
|
|
0.05
|
|
|
NM
|
|
||
CASM, excluding fuel and fleet transition costs
|
|
8.55
|
¢
|
|
|
8.82
|
¢
|
|
(3.1
|
)
|
|
|
|
|
|
|
|||||
Mainline:
|
|
|
|
|
|
|||||
Total mainline operating expenses per ASM (CASM)
|
|
11.87
|
¢
|
|
|
10.96
|
¢
|
|
8.3
|
|
Less the following components:
|
|
|
|
|
|
|
|
|||
Aircraft fuel, including hedging gains and losses
|
4.27
|
|
|
3.11
|
|
|
37.3
|
|
||
CASM, excluding fuel
|
|
7.60
|
¢
|
|
|
7.85
|
¢
|
|
(3.2
|
)
|
•
|
Our existing cash and marketable securities balance of
$1.3 billion
, which represents
27%
of trailing 12 months' revenue, and our expected cash from operations;
|
•
|
Our
45
unencumbered aircraft as of
December 31, 2012
in our operating fleet that could be financed, if necessary;
|
•
|
Our combined $200 million bank line-of-credit facilities, with currently none outstanding;
|
(in millions, except per share and debt-to-capital amounts)
|
December 31, 2012
|
|
December 31, 2011
|
|
Change
|
||||||
Cash and marketable securities
|
$
|
1,252
|
|
|
$
|
1,141
|
|
|
$
|
111
|
|
Cash and marketable securities as a percentage of trailing twelve months revenue
|
27
|
%
|
|
26
|
%
|
|
1
|
pt
|
|||
Long-term debt, net of current portion
|
871
|
|
|
1,099
|
|
|
(228
|
)
|
|||
Shareholders’ equity
|
1,421
|
|
|
1,174
|
|
|
247
|
|
|||
Long-term debt-to-capital assuming aircraft operating leases are capitalized at seven times annualized rent
|
54%:46%
|
|
|
62%:38%
|
|
|
(8
|
) pts
|
|
2012 Actuals
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||||||
Aircraft and aircraft purchase deposits - firm
|
$
|
455
|
|
|
$
|
330
|
|
|
$
|
285
|
|
|
$
|
230
|
|
|
$
|
180
|
|
Other flight equipment
|
24
|
|
|
45
|
|
|
50
|
|
|
25
|
|
|
25
|
|
|||||
Other property and equipment
|
39
|
|
|
85
|
|
|
85
|
|
|
75
|
|
|
75
|
|
|||||
Total property and equipment additions
|
$
|
518
|
|
|
$
|
460
|
|
|
$
|
420
|
|
|
$
|
330
|
|
|
$
|
280
|
|
Aircraft and aircraft deposits related to Alaska options, if exercised
(a)
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
185
|
|
|
$
|
480
|
|
|
$
|
340
|
|
Aircraft and aircraft deposits related to Horizon options, if exercised
(a)
|
$
|
—
|
|
|
$
|
75
|
|
|
$
|
105
|
|
|
$
|
50
|
|
|
$
|
—
|
|
(a)
|
Alaska has options to acquire
69
B737 aircraft with deliveries in
2015
through
2024
. Horizon has options to acquire
10
Q400 aircraft with deliveries in
2013
to
2015
.
|
|
Actual Fleet Count
|
|
Expected Fleet Activity
|
||||||||||||||
Aircraft
|
Dec 31, 2011
|
|
Dec 31, 2012
|
|
2013 Changes
|
|
Dec 31, 2013
|
|
2014 Changes
|
|
Dec 31, 2014
|
||||||
B737 Freighters & Combis
|
6
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
(3
|
)
|
|
3
|
|
B737 Passenger Aircraft
|
111
|
|
|
118
|
|
|
3
|
|
|
121
|
|
|
—
|
|
|
121
|
|
Total Mainline Fleet
|
117
|
|
|
124
|
|
|
3
|
|
|
127
|
|
|
(3
|
)
|
|
124
|
|
Q400
|
48
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
Total
|
165
|
|
|
172
|
|
|
3
|
|
|
175
|
|
|
(3
|
)
|
|
172
|
|
|
Approximate % of Expected Fuel Requirements
|
|
Weighted-Average Crude Oil Price per Barrel
|
|
Average Premium Cost per Barrel
|
First Quarter 2013
|
50%
|
|
$98
|
|
$12
|
Second Quarter 2013
|
50%
|
|
$99
|
|
$12
|
Third Quarter 2013
|
50%
|
|
$101
|
|
$11
|
Fourth Quarter 2013
|
50%
|
|
$102
|
|
$10
|
Full Year 2013
|
50%
|
|
$100
|
|
$11
|
First Quarter 2014
|
44%
|
|
$102
|
|
$10
|
Second Quarter 2014
|
39%
|
|
$102
|
|
$10
|
Third Quarter 2014
|
33%
|
|
$101
|
|
$9
|
Fourth Quarter 2014
|
27%
|
|
$103
|
|
$8
|
Full Year 2014
|
35%
|
|
$102
|
|
$10
|
First Quarter 2015
|
22%
|
|
$103
|
|
$8
|
Second Quarter 2015
|
17%
|
|
$101
|
|
$7
|
Third Quarter 2015
|
11%
|
|
$105
|
|
$7
|
Fourth Quarter 2015
|
6%
|
|
$106
|
|
$7
|
Full Year 2015
|
14%
|
|
$103
|
|
$7
|
(in millions)
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Beyond 2017
|
|
Total
|
||||||||||||||
Current and long-term debt obligations
|
$
|
161
|
|
|
$
|
117
|
|
|
$
|
113
|
|
|
$
|
111
|
|
|
$
|
116
|
|
|
$
|
414
|
|
|
$
|
1,032
|
|
Operating lease commitments
(a)
|
189
|
|
|
168
|
|
|
135
|
|
|
104
|
|
|
69
|
|
|
209
|
|
|
874
|
|
|||||||
Aircraft purchase commitments
|
372
|
|
|
332
|
|
|
254
|
|
|
204
|
|
|
322
|
|
|
1,488
|
|
|
2,972
|
|
|||||||
Interest obligations
(b)
|
50
|
|
|
42
|
|
|
37
|
|
|
31
|
|
|
26
|
|
|
44
|
|
|
230
|
|
|||||||
Other obligations
(c)
|
49
|
|
|
44
|
|
|
27
|
|
|
18
|
|
|
19
|
|
|
8
|
|
|
165
|
|
|||||||
Total
|
$
|
821
|
|
|
$
|
703
|
|
|
$
|
566
|
|
|
$
|
468
|
|
|
$
|
552
|
|
|
$
|
2,163
|
|
|
$
|
5,273
|
|
(a)
|
Operating lease commitments generally include aircraft operating leases, airport property and hangar leases, office space, and other equipment leases.
|
(b)
|
For variable-rate debt, future obligations are shown above using interest rates in effect as of
December 31, 2012
.
|
(c)
|
Includes minimum obligations under our long-term power-by-the-hour maintenance agreements and obligations associated with third-party CPAs with SkyWest and PenAir. Refer to the "Commitments" note in the consolidated financial statements for further information.
|
1.
|
The rate at which we defer sales proceeds from sold miles:
|
2.
|
The number of miles that will not be redeemed for travel (breakage):
|
3.
|
The number of miles used per award:
|
4.
|
The number of awards redeemed for travel on our airlines versus other airlines:
|
5.
|
The costs that will be incurred to provide award travel:
|
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||||||||||||||||
(in millions, except per share)
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||||||
Operating revenues
|
$
|
1,039
|
|
|
$
|
965
|
|
|
$
|
1,213
|
|
|
$
|
1,110
|
|
|
$
|
1,272
|
|
|
$
|
1,198
|
|
|
$
|
1,132
|
|
|
$
|
1,044
|
|
Operating income
|
72
|
|
|
134
|
|
|
116
|
|
|
58
|
|
|
270
|
|
|
143
|
|
|
74
|
|
|
114
|
|
||||||||
Net income
|
41
|
|
|
74
|
|
|
68
|
|
|
29
|
|
|
163
|
|
|
78
|
|
|
44
|
|
|
64
|
|
||||||||
Basic earnings per
share
(a)
|
0.57
|
|
|
1.03
|
|
|
0.95
|
|
|
0.40
|
|
|
2.30
|
|
|
1.08
|
|
|
0.62
|
|
|
0.90
|
|
||||||||
Diluted earnings per per share
(a)
|
0.56
|
|
|
1.01
|
|
|
0.93
|
|
|
0.39
|
|
|
2.27
|
|
|
1.06
|
|
|
0.61
|
|
|
0.88
|
|
(a)
|
For earnings per share, the sum of the quarters may not equal the total for the full year due to rounding.
|
As of December 31
(in millions)
|
|
2012
|
|
2011
|
||||
ASSETS
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
122
|
|
|
$
|
102
|
|
Marketable securities
|
|
1,130
|
|
|
1,039
|
|
||
Total cash and marketable securities
|
|
1,252
|
|
|
1,141
|
|
||
Receivables - less allowance for doubtful accounts of $0 and $1
|
|
130
|
|
|
136
|
|
||
Inventories and supplies - net
|
|
58
|
|
|
44
|
|
||
Deferred income taxes
|
|
148
|
|
|
134
|
|
||
Fuel hedge contracts
|
|
26
|
|
|
47
|
|
||
Prepaid expenses and other current assets
|
|
123
|
|
|
94
|
|
||
Total Current Assets
|
|
1,737
|
|
|
1,596
|
|
||
|
|
|
|
|
||||
Property and Equipment
|
|
|
|
|
|
|
||
Aircraft and other flight equipment
|
|
4,248
|
|
|
4,042
|
|
||
Other property and equipment
|
|
855
|
|
|
762
|
|
||
Deposits for future flight equipment
|
|
369
|
|
|
234
|
|
||
|
|
5,472
|
|
|
5,038
|
|
||
Less accumulated depreciation and amortization
|
|
1,863
|
|
|
1,665
|
|
||
Total Property and Equipment - Net
|
|
3,609
|
|
|
3,373
|
|
||
|
|
|
|
|
||||
Fuel Hedge Contracts
|
|
39
|
|
|
70
|
|
||
|
|
|
|
|
||||
Other Assets
|
|
120
|
|
|
128
|
|
||
|
|
|
|
|
||||
Total Assets
|
|
$
|
5,505
|
|
|
$
|
5,167
|
|
As of December 31
(in millions except share amounts)
|
|
2012
|
|
2011
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
65
|
|
|
$
|
104
|
|
Accrued aircraft rent
|
|
18
|
|
|
32
|
|
||
Accrued wages, vacation and payroll taxes
|
|
184
|
|
|
164
|
|
||
Other accrued liabilities
|
|
539
|
|
|
513
|
|
||
Air traffic liability
|
|
534
|
|
|
489
|
|
||
Current portion of long-term debt
|
|
161
|
|
|
208
|
|
||
Total Current Liabilities
|
|
1,501
|
|
|
1,510
|
|
||
|
|
|
|
|
||||
Long-Term Debt, Net of Current Portion
|
|
871
|
|
|
1,099
|
|
||
Other Liabilities and Credits
|
|
|
|
|
|
|
||
Deferred income taxes
|
|
446
|
|
|
363
|
|
||
Deferred revenue
|
|
443
|
|
|
410
|
|
||
Obligation for pension and postretirement medical benefits
|
|
489
|
|
|
463
|
|
||
Other liabilities
|
|
334
|
|
|
148
|
|
||
|
|
1,712
|
|
|
1,384
|
|
||
Commitments and Contingencies
|
|
|
|
|
|
|
||
Shareholders' Equity
|
|
|
|
|
|
|
||
Preferred stock, $1 par value Authorized: 5,000,000 shares, none issued or outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $1 par value Authorized: 100,000,000 shares, Issued: 2012 - 70,376,543 shares; 2011 - 75,733,044 shares
|
|
70
|
|
|
76
|
|
||
Capital in excess of par value
|
|
660
|
|
|
802
|
|
||
Treasury stock (common), at cost: 2012 - 0 shares; 2011 - 4,783,494 shares
|
|
—
|
|
|
(125
|
)
|
||
Accumulated other comprehensive loss
|
|
(436)
|
|
|
(390)
|
|
||
Retained earnings
|
|
1,127
|
|
|
811
|
|
||
|
|
1,421
|
|
1,174
|
||||
Total Liabilities and Shareholders' Equity
|
|
$
|
5,505
|
|
|
$
|
5,167
|
|
Year Ended December 31
(in millions, except per share amounts)
|
2012
|
|
2011
|
|
2010
|
||||||
Operating Revenues
|
|
|
|
|
|
||||||
Passenger
|
|
|
|
|
|
||||||
Mainline
|
$
|
3,284
|
|
|
$
|
2,995
|
|
|
$
|
2,595
|
|
Regional
|
746
|
|
|
713
|
|
|
671
|
|
|||
Total passenger revenue
|
4,030
|
|
|
3,708
|
|
|
3,266
|
|
|||
Freight and mail
|
111
|
|
|
109
|
|
|
106
|
|
|||
Other - net
|
516
|
|
|
501
|
|
|
460
|
|
|||
Total Operating Revenues
|
4,657
|
|
|
4,318
|
|
|
3,832
|
|
|||
|
|
|
|
|
|
||||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|||
Wages and benefits
|
1,038
|
|
|
991
|
|
|
961
|
|
|||
Variable incentive pay
|
88
|
|
|
72
|
|
|
92
|
|
|||
Aircraft fuel, including hedging gains and losses
|
1,459
|
|
|
1,298
|
|
|
901
|
|
|||
Aircraft maintenance
|
222
|
|
|
206
|
|
|
217
|
|
|||
Aircraft rent
|
116
|
|
|
116
|
|
|
139
|
|
|||
Landing fees and other rentals
|
243
|
|
|
238
|
|
|
233
|
|
|||
Contracted services
|
200
|
|
|
185
|
|
|
163
|
|
|||
Selling expenses
|
168
|
|
|
175
|
|
|
154
|
|
|||
Depreciation and amortization
|
264
|
|
|
247
|
|
|
230
|
|
|||
Food and beverage service
|
79
|
|
|
67
|
|
|
57
|
|
|||
Other
|
248
|
|
|
235
|
|
|
201
|
|
|||
Fleet transition and restructuring related expenses
|
—
|
|
|
39
|
|
|
13
|
|
|||
Total Operating Expenses
|
4,125
|
|
|
3,869
|
|
|
3,361
|
|
|||
Operating Income
|
532
|
|
|
449
|
|
|
471
|
|
|||
|
|
|
|
|
|
||||||
Nonoperating Income (Expense)
|
|
|
|
|
|
|
|
|
|||
Interest income
|
19
|
|
|
22
|
|
|
29
|
|
|||
Interest expense
|
(64
|
)
|
|
(87
|
)
|
|
(108
|
)
|
|||
Interest capitalized
|
18
|
|
|
12
|
|
|
6
|
|
|||
Other - net
|
9
|
|
|
(2
|
)
|
|
8
|
|
|||
|
(18
|
)
|
|
(55
|
)
|
|
(65
|
)
|
|||
Income before income tax
|
514
|
|
|
394
|
|
|
406
|
|
|||
Income tax expense
|
198
|
|
|
149
|
|
|
155
|
|
|||
Net Income
|
$
|
316
|
|
|
$
|
245
|
|
|
$
|
251
|
|
|
|
|
|
|
|
||||||
Basic Earnings Per Share:
|
$
|
4.47
|
|
|
$
|
3.41
|
|
|
$
|
3.50
|
|
Diluted Earnings Per Share:
|
$
|
4.40
|
|
|
$
|
3.33
|
|
|
$
|
3.41
|
|
Shares used for computation:
|
|
|
|
|
|
|
|
||||
Basic
|
70.708
|
|
|
71.755
|
|
|
71.644
|
|
|||
Diluted
|
71.784
|
|
|
73.421
|
|
|
73.571
|
|
Year Ended December 31 (in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
||||||
Net Income
|
$
|
316
|
|
|
$
|
245
|
|
|
$
|
251
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Related to marketable securities:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) arising during the period
|
9
|
|
|
(1
|
)
|
|
7
|
|
|||
Reclassification adjustment for gains included in net income
|
(7
|
)
|
|
(3
|
)
|
|
(8
|
)
|
|||
Income tax benefit (expense)
|
(1
|
)
|
|
1
|
|
|
—
|
|
|||
Total
|
1
|
|
|
(3
|
)
|
|
(1
|
)
|
|||
|
|
|
|
|
|
||||||
Related to employee benefit plans:
|
|
|
|
|
|
||||||
Amortization of net actuarial items and prior service costs
|
(68
|
)
|
|
(175
|
)
|
|
(31
|
)
|
|||
Income tax benefit
|
25
|
|
|
65
|
|
|
12
|
|
|||
Total
|
(43
|
)
|
|
(110
|
)
|
|
(19
|
)
|
|||
|
|
|
|
|
|
||||||
Related to interest rate derivative instruments:
|
|
|
|
|
|
||||||
Unrealized holding losses arising during the period
|
(4
|
)
|
|
(20
|
)
|
|
(11
|
)
|
|||
Income tax benefit
|
—
|
|
|
10
|
|
|
4
|
|
|||
Total
|
(4
|
)
|
|
(10
|
)
|
|
(7
|
)
|
|||
|
|
|
|
|
|
||||||
Other comprehensive loss
|
(46
|
)
|
|
(123
|
)
|
|
(27
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
$
|
270
|
|
|
$
|
122
|
|
|
$
|
224
|
|
(in millions)
|
Common Stock Outstanding
|
|
Common Stock
|
|
Capital in Excess of Par Value
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income
|
|
Retained Earnings
|
|
Total
|
|||||||||||||
Balances at December 31, 2009
|
71.182
|
|
|
$
|
72
|
|
|
$
|
731
|
|
|
$
|
(6
|
)
|
|
$
|
(240
|
)
|
|
$
|
315
|
|
|
$
|
872
|
|
2010 net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
251
|
|
|
251
|
|
||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(27
|
)
|
|
|
|
|
(27
|
)
|
||||||
Common stock repurchase
|
(2.001
|
)
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
|
|
|
|
|
|
(45
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
|
|
|
|
|
|
14
|
|
||||||
Treasury stock issued under stock plans
|
0.333
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
|
|
|
|
|
|
5
|
|
||||||
Stock issued for employee stock purchase plan
|
0.031
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
||||||
Stock issued under stock plans
|
2.303
|
|
|
2
|
|
|
34
|
|
|
—
|
|
|
|
|
|
|
|
|
36
|
|
||||||
Balances at December 31, 2010
|
71.848
|
|
|
74
|
|
|
779
|
|
|
(46
|
)
|
|
(267
|
)
|
|
566
|
|
|
1,106
|
|
||||||
2011 net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
245
|
|
|
245
|
|
||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(123
|
)
|
|
|
|
|
(123
|
)
|
||||||
Common stock repurchase
|
(2.618
|
)
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
|
|
|
|
|
|
(79
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
|
|
|
|
|
|
12
|
|
||||||
Treasury stock issued under stock plans
|
0.007
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
||||||
Stock issued for employee stock purchase plan
|
0.126
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
|
|
|
|
|
|
3
|
|
||||||
Stock issued under stock plans
|
1.587
|
|
|
2
|
|
|
8
|
|
|
—
|
|
|
|
|
|
|
|
|
10
|
|
||||||
Balances at December 31, 2011
|
70.950
|
|
|
76
|
|
|
802
|
|
|
(125
|
)
|
|
(390
|
)
|
|
811
|
|
|
1,174
|
|
||||||
2012 net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
316
|
|
|
316
|
|
||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(46
|
)
|
|
|
|
|
(46
|
)
|
||||||
Common stock repurchase
|
(1.686
|
)
|
|
(2
|
)
|
|
(58
|
)
|
|
—
|
|
|
|
|
|
|
|
|
(60
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
|
|
|
|
|
|
15
|
|
||||||
Retirement of treasury stock
|
—
|
|
|
(5
|
)
|
|
(120
|
)
|
|
125
|
|
|
|
|
|
|
|
|
—
|
|
||||||
Stock issued for employee stock purchase plan
|
0.157
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
|
|
|
|
|
|
4
|
|
||||||
Stock issued under stock plans
|
0.956
|
|
|
1
|
|
|
17
|
|
|
—
|
|
|
|
|
|
|
|
|
18
|
|
||||||
Balances at December 31, 2012
|
70.377
|
|
|
$
|
70
|
|
|
$
|
660
|
|
|
$
|
—
|
|
|
$
|
(436
|
)
|
|
$
|
1,127
|
|
|
$
|
1,421
|
|
Year Ended December 31
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
316
|
|
|
$
|
245
|
|
|
$
|
251
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Fleet transition and restructuring related charges
|
|
—
|
|
|
39
|
|
|
13
|
|
|||
Depreciation and amortization
|
|
264
|
|
|
247
|
|
|
230
|
|
|||
Stock-based compensation and other
|
|
10
|
|
|
17
|
|
|
9
|
|
|||
Changes in certain assets and liabilities:
|
|
|
|
|
|
|
||||||
Changes in fair values of open fuel hedge contracts
|
|
43
|
|
|
14
|
|
|
(14
|
)
|
|||
Changes in deferred income taxes
|
|
94
|
|
|
145
|
|
|
145
|
|
|||
Increase (decrease) in air traffic liability
|
|
45
|
|
|
67
|
|
|
56
|
|
|||
Increase (decrease) in deferred revenue
|
|
33
|
|
|
7
|
|
|
(32
|
)
|
|||
Increase (decrease) in other long-term liabilities
|
|
4
|
|
|
70
|
|
|
29
|
|
|||
Pension contribution
|
|
(114
|
)
|
|
(141
|
)
|
|
(151
|
)
|
|||
Other - net
|
|
58
|
|
|
(14
|
)
|
|
17
|
|
|||
Net cash provided by operating activities
|
|
753
|
|
|
696
|
|
|
553
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|||
Property and equipment additions:
|
|
|
|
|
|
|
|
|
|
|||
Aircraft and aircraft purchase deposits
|
|
(455
|
)
|
|
(318
|
)
|
|
(139
|
)
|
|||
Other flight equipment
|
|
(24
|
)
|
|
(35
|
)
|
|
(27
|
)
|
|||
Other property and equipment
|
|
(39
|
)
|
|
(34
|
)
|
|
(19
|
)
|
|||
Total property and equipment additions
|
|
(518
|
)
|
|
(387
|
)
|
|
(185
|
)
|
|||
Assets constructed for others (Terminal 6 at LAX)
|
|
(56
|
)
|
|
(109
|
)
|
|
(29
|
)
|
|||
Purchases of marketable securities
|
|
(1,130
|
)
|
|
(884
|
)
|
|
(1,022
|
)
|
|||
Sales and maturities of marketable securities
|
|
1,048
|
|
|
956
|
|
|
931
|
|
|||
Proceeds from disposition of assets and changes in restricted deposits
|
|
11
|
|
|
21
|
|
|
10
|
|
|||
Net cash used in investing activities
|
|
(645
|
)
|
|
(403
|
)
|
|
(295
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
107
|
|
|
—
|
|
|||
Proceeds from sale-leaseback transactions, net
|
|
49
|
|
|
—
|
|
|
—
|
|
|||
Long-term debt payments
|
|
(275
|
)
|
|
(334
|
)
|
|
(321
|
)
|
|||
Common stock repurchases
|
|
(60
|
)
|
|
(80
|
)
|
|
(45
|
)
|
|||
Proceeds and tax benefit from issuance of common stock
|
|
31
|
|
|
19
|
|
|
37
|
|
|||
Terminal 6 at LAX reimbursement
|
|
178
|
|
|
4
|
|
|
—
|
|
|||
Other financing activities
|
|
(11
|
)
|
|
3
|
|
|
(3
|
)
|
|||
Net cash used in financing activities
|
|
(88
|
)
|
|
(281
|
)
|
|
(332
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
20
|
|
|
12
|
|
|
(74
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
102
|
|
|
90
|
|
|
164
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
122
|
|
|
$
|
102
|
|
|
$
|
90
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure:
|
|
|
|
|
|
|
|
|
|
|||
Cash paid during the year for:
|
|
|
|
|
|
|
||||||
Interest (net of amount capitalized)
|
|
$
|
46
|
|
|
$
|
74
|
|
|
$
|
106
|
|
Income taxes
|
|
78
|
|
|
8
|
|
|
—
|
|
|||
Non-cash transactions:
|
|
|
|
|
|
|
||||||
Relocation credit and assets constructed related to Terminal 6 at LAX
|
|
—
|
|
|
16
|
|
|
7
|
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||
|
As Reclassified
|
|
Reported
|
|
As Reclassified
|
|
Reported
|
||||||||
Operating Revenues
|
|
|
|
|
|
|
|
||||||||
Passenger
|
|
|
|
|
|
|
|
||||||||
Mainline
|
$
|
2,995
|
|
|
$
|
3,176
|
|
|
$
|
2,595
|
|
|
$
|
2,763
|
|
Regional
|
713
|
|
|
775
|
|
|
671
|
|
|
726
|
|
||||
Total passenger revenue
|
3,708
|
|
|
3,951
|
|
|
3,266
|
|
|
3,489
|
|
||||
Freight and mail
|
109
|
|
|
109
|
|
|
106
|
|
|
106
|
|
||||
Other - net
|
501
|
|
|
258
|
|
|
460
|
|
|
237
|
|
||||
Total Operating Revenues
|
$
|
4,318
|
|
|
$
|
4,318
|
|
|
$
|
3,832
|
|
|
$
|
3,832
|
|
Aircraft and related flight equipment:
|
|
Boeing 737 aircraft
|
20 years
|
Bombardier Q400
|
15 years
|
Buildings
|
25-30 years
|
Minor building and land improvements
|
10 years
|
Capitalized leases and leasehold improvements
|
Shorter of lease term or
estimated useful life
|
Computer hardware and software
|
3-5 years
|
Other furniture and equipment
|
5-10 years
|
|
2012
|
|
2011
|
||||
Current Liabilities:
|
|
|
|
||||
Other accrued liabilities
|
$
|
285
|
|
|
$
|
271
|
|
Other Liabilities and Credits:
|
|
|
|
|
|
||
Deferred revenue
|
428
|
|
|
392
|
|
||
Other liabilities
|
17
|
|
|
17
|
|
||
Total
|
$
|
730
|
|
|
$
|
680
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Passenger revenues
|
$
|
183
|
|
|
$
|
201
|
|
|
$
|
190
|
|
Other-net revenues
|
209
|
|
|
195
|
|
|
183
|
|
|||
Total Mileage Plan revenues
|
$
|
392
|
|
|
$
|
396
|
|
|
$
|
373
|
|
December 31, 2012
|
Cost Basis
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
Cash
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28
|
|
Cash equivalents
|
94
|
|
|
—
|
|
|
—
|
|
|
94
|
|
||||
Cash and cash equivalents
|
122
|
|
|
—
|
|
|
—
|
|
|
122
|
|
||||
U.S. government and agency securities
|
271
|
|
|
1
|
|
|
—
|
|
|
272
|
|
||||
Foreign government bonds
|
50
|
|
|
1
|
|
|
—
|
|
|
51
|
|
||||
Asset-back securities
|
61
|
|
|
1
|
|
|
—
|
|
|
62
|
|
||||
Mortgage-back securities
|
137
|
|
|
1
|
|
|
(1
|
)
|
|
137
|
|
||||
Corporate notes and bonds
|
577
|
|
|
8
|
|
|
—
|
|
|
585
|
|
||||
Municipal securities
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||
Marketable securities
|
1,119
|
|
|
12
|
|
|
(1
|
)
|
|
1,130
|
|
||||
Total
|
$
|
1,241
|
|
|
$
|
12
|
|
|
$
|
(1
|
)
|
|
$
|
1,252
|
|
December 31, 2011
|
Cost Basis
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
Cash
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62
|
|
Cash equivalents
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||
Cash and cash equivalents
|
102
|
|
|
—
|
|
|
—
|
|
|
102
|
|
||||
U.S. government and agency securities
|
293
|
|
|
3
|
|
|
—
|
|
|
296
|
|
||||
Foreign government bonds
|
24
|
|
|
1
|
|
|
—
|
|
|
25
|
|
||||
Asset-back securities
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
||||
Mortgage-back securities
|
124
|
|
|
1
|
|
|
—
|
|
|
125
|
|
||||
Corporate notes and bonds
|
519
|
|
|
7
|
|
|
(3
|
)
|
|
523
|
|
||||
Municipal securities
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Marketable securities
|
1,030
|
|
|
12
|
|
|
(3
|
)
|
|
1,039
|
|
||||
Total
|
$
|
1,132
|
|
|
$
|
12
|
|
|
$
|
(3
|
)
|
|
$
|
1,141
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Proceeds from sales and maturities
|
$
|
1,048
|
|
|
$
|
956
|
|
|
$
|
931
|
|
Gross realized gains
|
9
|
|
|
8
|
|
|
10
|
|
|||
Gross realized losses
|
(2
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|||
Other-than-temporary impairments on investments
|
—
|
|
|
(2
|
)
|
|
—
|
|
December 31, 2012
|
Cost Basis
|
|
Fair Value
|
||||
Due in one year or less
|
$
|
211
|
|
|
$
|
212
|
|
Due after one year through five years
|
898
|
|
|
908
|
|
||
Due after five years through 10 years
|
10
|
|
|
10
|
|
||
Due after 10 years
|
—
|
|
|
—
|
|
||
Total
|
$
|
1,119
|
|
|
$
|
1,130
|
|
|
2012
|
|
2011
|
||||
Derivative Instruments Not Designated as Hedges
|
|
|
|
||||
Fuel hedge contracts
|
|
|
|
||||
Fuel hedge contracts, current assets
|
$
|
26
|
|
|
$
|
47
|
|
Fuel hedge contracts, noncurrent assets
|
39
|
|
|
70
|
|
||
Fuel hedge contracts, current liabilities
|
(1
|
)
|
|
$
|
(10
|
)
|
|
|
|
|
|
||||
Derivative Instruments Designated as Hedges
|
|
|
|
||||
Interest rate swaps
|
|
|
|
||||
Other accrued liabilities
|
(6
|
)
|
|
(5
|
)
|
||
Other liabilities
|
(27
|
)
|
|
(24
|
)
|
||
Losses in accumulated other comprehensive loss (AOCL)
|
(33
|
)
|
|
(29
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Derivative Instruments Not Designated as Hedges
|
|
|
|
|
|
||||||
Fuel hedge contracts
|
|
|
|
|
|
||||||
Losses recognized in aircraft fuel expense
|
$
|
(62
|
)
|
|
$
|
(9
|
)
|
|
$
|
(2
|
)
|
|
|
|
|
|
|
||||||
Derivative Instruments Designated as Hedges
|
|
|
|
|
|
||||||
Interest rate swaps
|
|
|
|
|
|
||||||
Losses recognized in aircraft rent
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Losses recognized in other comprehensive income (OCI)
|
(10
|
)
|
|
(26
|
)
|
|
(17
|
)
|
December 31, 2012
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets
|
|
|
|
|
|
||||||
Marketable securities
|
|
|
|
|
|
||||||
U.S. government securities
|
$
|
272
|
|
|
$
|
—
|
|
|
$
|
272
|
|
Foreign government bonds
|
—
|
|
|
51
|
|
|
51
|
|
|||
Asset-back securities
|
—
|
|
|
62
|
|
|
62
|
|
|||
Mortgage-back securities
|
—
|
|
|
137
|
|
|
137
|
|
|||
Corporate notes and bonds
|
—
|
|
|
585
|
|
|
585
|
|
|||
Municipal securities
|
—
|
|
|
23
|
|
|
23
|
|
|||
Derivative instruments
|
|
|
|
|
|
||||||
Fuel hedge contracts
|
|
|
|
|
|
||||||
Call options
|
—
|
|
|
65
|
|
|
65
|
|
|||
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Derivative instruments
|
|
|
|
|
|
||||||
Fuel hedge contracts
|
|
|
|
|
|
||||||
Swap agreements
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Interest rate swap agreements
|
—
|
|
|
(33
|
)
|
|
(33
|
)
|
December 31, 2011
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets
|
|
|
|
|
|
||||||
Marketable securities
|
|
|
|
|
|
||||||
U.S. government securities
|
$
|
296
|
|
|
$
|
—
|
|
|
$
|
296
|
|
Foreign government bonds
|
—
|
|
|
25
|
|
|
25
|
|
|||
Asset-back securities
|
—
|
|
|
58
|
|
|
58
|
|
|||
Mortgage-back securities
|
—
|
|
|
125
|
|
|
125
|
|
|||
Corporate notes and bonds
|
—
|
|
|
523
|
|
|
523
|
|
|||
Municipal securities
|
—
|
|
|
12
|
|
|
12
|
|
|||
Derivative instruments
|
|
|
|
|
|
||||||
Fuel hedge contracts
|
|
|
|
|
|
||||||
Call options
|
—
|
|
|
117
|
|
|
117
|
|
|||
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Derivative instruments
|
|
|
|
|
|
||||||
Fuel hedge contracts
|
|
|
|
|
|
||||||
Swap agreements
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|||
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
(29
|
)
|
|
$
|
(29
|
)
|
|
2012
|
|
2011
|
||||
Carrying Amount
|
$
|
844
|
|
|
$
|
1,003
|
|
Fair value
|
915
|
|
|
1,076
|
|
|
2012
|
|
2011
|
||||
Proprietary assets of T6 at LAX
|
$
|
17
|
|
|
$
|
9
|
|
Assets constructed for others (T6 at LAX)
|
199
|
|
|
143
|
|
||
Other property and equipment
|
216
|
|
|
152
|
|
||
|
|
|
|
||||
Reimbursement for assets constructed
|
187
|
|
|
12
|
|
||
Deferred interest income
|
14
|
|
|
6
|
|
||
Other liabilities
|
$
|
201
|
|
|
$
|
18
|
|
|
2012
|
|
2011
|
||||
Fixed-rate notes payable due through 2024
|
$
|
844
|
|
|
$
|
1,003
|
|
Variable-rate notes payable due through 2023
|
188
|
|
|
304
|
|
||
Long-term debt
|
1,032
|
|
|
1,307
|
|
||
Less current portion
|
161
|
|
|
208
|
|
||
|
$
|
871
|
|
|
$
|
1,099
|
|
|
|
|
|
||||
Weighted-average fixed-interest rate
|
5.8
|
%
|
|
5.8
|
%
|
||
Weighted-average variable-interest rate
|
2.0
|
%
|
|
1.9
|
%
|
|
Total
|
||
2013
|
$
|
161
|
|
2014
|
117
|
|
|
2015
|
113
|
|
|
2016
|
111
|
|
|
2017
|
116
|
|
|
Thereafter
|
414
|
|
|
Total principal payments
|
$
|
1,032
|
|
|
2012
|
|
2011
|
||||
Excess of tax over book depreciation
|
$
|
842
|
|
|
$
|
795
|
|
Other—net
|
19
|
|
|
17
|
|
||
Gross deferred tax liabilities
|
861
|
|
|
812
|
|
||
|
|
|
|
||||
Mileage Plan
|
(265
|
)
|
|
(242
|
)
|
||
AMT and other tax credits
|
(1
|
)
|
|
(53
|
)
|
||
Inventory obsolescence
|
(15
|
)
|
|
(13
|
)
|
||
Deferred gains
|
(13
|
)
|
|
(14
|
)
|
||
Employee benefits
|
(230
|
)
|
|
(218
|
)
|
||
Loss carryforwards
|
—
|
|
|
(13
|
)
|
||
Fuel hedge contracts
|
(18
|
)
|
|
(3
|
)
|
||
Other—net
|
(21
|
)
|
|
(27
|
)
|
||
Gross deferred tax assets
|
(563
|
)
|
|
(583
|
)
|
||
Net deferred tax liabilities
|
298
|
|
|
229
|
|
||
|
|
|
|
||||
Current deferred tax asset
|
(148
|
)
|
|
(134
|
)
|
||
Noncurrent deferred tax liability
|
446
|
|
|
363
|
|
||
Net deferred tax liability
|
$
|
298
|
|
|
$
|
229
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
83
|
|
|
—
|
|
|
$
|
7
|
|
|
State
|
11
|
|
|
4
|
|
|
3
|
|
|||
Total current
|
94
|
|
|
4
|
|
|
10
|
|
|||
|
|
|
|
|
|
||||||
Deferred tax expense:
|
|
|
|
|
|
|
|
|
|||
Federal
|
94
|
|
|
135
|
|
|
132
|
|
|||
State
|
10
|
|
|
10
|
|
|
13
|
|
|||
Total deferred
|
104
|
|
|
145
|
|
|
145
|
|
|||
Total tax expense related to income
|
$
|
198
|
|
|
$
|
149
|
|
|
$
|
155
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Income before income tax
|
$
|
514
|
|
|
$
|
394
|
|
|
$
|
406
|
|
|
|
|
|
|
|
||||||
Expected tax expense
|
180
|
|
|
138
|
|
|
142
|
|
|||
Nondeductible expenses
|
3
|
|
|
1
|
|
|
2
|
|
|||
State income taxes
|
14
|
|
|
10
|
|
|
11
|
|
|||
Other—net
|
1
|
|
|
—
|
|
|
—
|
|
|||
Actual tax expense
|
$
|
198
|
|
|
$
|
149
|
|
|
$
|
155
|
|
|
|
|
|
|
|
||||||
Effective tax rate
|
38.5
|
%
|
|
37.9
|
%
|
|
38.1
|
%
|
Jurisdiction
|
Period
|
Federal
|
2009 to 2011
|
Alaska
|
2009 to 2011
|
California
|
2008 to 2011
|
Oregon
|
2002 to 2011
|
|
2012
|
|
2011
|
||
Asset category:
|
|
|
|
||
Money market fund
|
5
|
%
|
|
1
|
%
|
Domestic equity securities
|
43
|
%
|
|
45
|
%
|
Non-U.S. equity securities
|
20
|
%
|
|
20
|
%
|
Fixed income securities
|
32
|
%
|
|
34
|
%
|
Plan assets
|
100
|
%
|
|
100
|
%
|
Domestic equities:
|
37% - 52%
|
Non-U.S. equities:
|
15% - 25%
|
Fixed income:
|
30% - 42%
|
|
2012
|
|
2011
|
|
Level
|
|||||
Fund type:
|
|
|
|
|
|
|||||
Money market fund
|
$
|
75
|
|
|
$
|
12
|
|
|
1
|
|
U.S. equity market fund
|
654
|
|
|
579
|
|
|
2
|
|
||
Non-U.S. equity fund
|
304
|
|
|
256
|
|
|
2
|
|
||
Credit bond index fund
|
102
|
|
|
—
|
|
|
2
|
|
||
U.S. debt index fund
|
—
|
|
|
75
|
|
|
2
|
|
||
Government/credit bond index fund
|
403
|
|
|
366
|
|
|
2
|
|
||
Plan assets
|
$
|
1,538
|
|
|
$
|
1,288
|
|
|
|
|
|
Qualified
|
|
Nonqualified
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Projected benefit obligation (PBO)
|
|
|
|
|
|
|
|
||||||||
Beginning of year
|
$
|
1,594
|
|
|
$
|
1,343
|
|
|
$
|
43
|
|
|
$
|
41
|
|
Service cost
|
38
|
|
|
35
|
|
|
1
|
|
|
1
|
|
||||
Interest cost
|
73
|
|
|
73
|
|
|
2
|
|
|
2
|
|
||||
Plan amendments
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
1
|
|
||||
Actuarial (gain) loss
|
214
|
|
|
206
|
|
|
(2
|
)
|
|
3
|
|
||||
Benefits paid
|
(46
|
)
|
|
(42
|
)
|
|
(2
|
)
|
|
(5
|
)
|
||||
End of year
|
$
|
1,873
|
|
|
$
|
1,594
|
|
|
$
|
42
|
|
|
$
|
43
|
|
|
|
|
|
|
|
|
|
||||||||
Plan assets at fair value
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning of year
|
$
|
1,288
|
|
|
$
|
1,143
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
186
|
|
|
54
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
110
|
|
|
133
|
|
|
2
|
|
|
5
|
|
||||
Benefits paid
|
(46
|
)
|
|
(42
|
)
|
|
(2
|
)
|
|
(5
|
)
|
||||
End of year
|
$
|
1,538
|
|
|
$
|
1,288
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status (unfunded)
|
$
|
(335
|
)
|
|
$
|
(306
|
)
|
|
$
|
(42
|
)
|
|
$
|
(43
|
)
|
|
|
|
|
|
|
|
|
||||||||
Percent funded
|
82
|
%
|
|
81
|
%
|
|
—
|
|
|
—
|
|
|
2012
|
|
2011
|
||||||||||||
|
Qualified
|
|
Nonqualified
|
|
Qualified
|
|
Nonqualified
|
||||||||
Accrued benefit liability-current
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Accrued benefit liability-long term
|
335
|
|
|
40
|
|
|
306
|
|
|
41
|
|
||||
Total liability recognized
|
$
|
335
|
|
|
$
|
42
|
|
|
$
|
306
|
|
|
$
|
43
|
|
|
2012
|
|
2011
|
||||||||||||
|
Qualified
|
|
Nonqualified
|
|
Qualified
|
|
Nonqualified
|
||||||||
Prior service credit
|
$
|
(15
|
)
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
—
|
|
Net loss
|
695
|
|
|
9
|
|
|
613
|
|
|
12
|
|
||||
Amount recognized in AOCL (pretax)
|
$
|
680
|
|
|
$
|
9
|
|
|
$
|
598
|
|
|
$
|
12
|
|
|
Qualified
|
|
Nonqualified
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Service cost
|
$
|
38
|
|
|
$
|
35
|
|
|
$
|
32
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
73
|
|
|
73
|
|
|
68
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||||
Expected return on assets
|
(93
|
)
|
|
(88
|
)
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized actuarial loss
|
40
|
|
|
23
|
|
|
22
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||||||
Net pension expense
|
$
|
57
|
|
|
$
|
42
|
|
|
$
|
50
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
3
|
|
|
Qualified
|
|
Nonqualified
|
||||
2013
|
$
|
60
|
|
|
$
|
2
|
|
2014
|
75
|
|
|
3
|
|
||
2015
|
78
|
|
|
3
|
|
||
2016
|
79
|
|
|
5
|
|
||
2017
|
95
|
|
|
3
|
|
||
2018 - 2022
|
532
|
|
|
23
|
|
(in millions)
|
2012
|
|
2011
|
||||
Accumulated postretirement benefit obligation
|
|
|
|
||||
Beginning of year
|
$
|
120
|
|
|
$
|
133
|
|
Service cost
|
5
|
|
|
6
|
|
||
Interest cost
|
5
|
|
|
7
|
|
||
Actuarial gain
|
(11
|
)
|
|
(23
|
)
|
||
Benefits paid
|
(2
|
)
|
|
(3
|
)
|
||
End of year
|
$
|
117
|
|
|
$
|
120
|
|
|
|
|
|
||||
Plan assets at fair value
|
|
|
|
|
|
||
Beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions
|
2
|
|
|
3
|
|
||
Benefits paid
|
(2
|
)
|
|
(3
|
)
|
||
End of year
|
$
|
—
|
|
|
$
|
—
|
|
Funded status (unfunded)
|
$
|
(117
|
)
|
|
$
|
(120
|
)
|
|
2012
|
|
2011
|
||||
Accrued benefit liability-current
|
$
|
4
|
|
|
$
|
4
|
|
Accrued benefit liability-long term
|
113
|
|
|
116
|
|
||
Total liability recognized
|
$
|
117
|
|
|
$
|
120
|
|
(in millions)
|
2012
|
|
2011
|
||||
Prior service cost
|
$
|
2
|
|
|
$
|
2
|
|
Net gain
|
(15
|
)
|
|
(4
|
)
|
||
Amount recognized in AOCL (pretax)
|
$
|
(13
|
)
|
|
$
|
(2
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Service cost
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
5
|
|
Interest cost
|
5
|
|
|
7
|
|
|
7
|
|
|||
Amortization of prior service cost
|
1
|
|
|
1
|
|
|
—
|
|
|||
Recognized actuarial (gain) loss
|
(1
|
)
|
|
1
|
|
|
—
|
|
|||
Net periodic benefit cost
|
$
|
10
|
|
|
$
|
15
|
|
|
$
|
12
|
|
2013
|
$
|
4
|
|
2014
|
5
|
|
|
2015
|
5
|
|
|
2016
|
6
|
|
|
2017
|
7
|
|
|
2018– 2022
|
43
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Change in service and interest cost
|
|
|
|
|
|
||||||
1% higher trend rate
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
1% lower trend rate
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Change in year-end postretirement benefit obligation
|
|
|
|
|
|
|
|
|
|||
1% higher trend rate
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
16
|
|
1% lower trend rate
|
(12
|
)
|
|
(13
|
)
|
|
(14
|
)
|
•
|
Performance-Based Pay
(PBP) is a program that rewards all employees. The program is based on four separate metrics related to Air Group profitability, safety, achievement of unit-cost goals, and employee engagement as measured by customer satisfaction.
|
•
|
The
Operational Performance Rewards Program
entitles all Air Group employees to quarterly payouts of up to
$300
per person if certain operational and customer service objectives are met.
|
|
Aircraft Leases
|
|
Facility Leases
|
|
Aircraft Commitments
|
|
Capacity Purchase Agreements
|
|
Engine Maintenance
|
||||||||||
2013
|
$
|
142
|
|
|
$
|
47
|
|
|
$
|
372
|
|
|
$
|
17
|
|
|
$
|
32
|
|
2014
|
126
|
|
|
42
|
|
|
332
|
|
|
18
|
|
|
26
|
|
|||||
2015
|
104
|
|
|
31
|
|
|
254
|
|
|
18
|
|
|
9
|
|
|||||
2016
|
82
|
|
|
22
|
|
|
204
|
|
|
18
|
|
|
—
|
|
|||||
2017
|
51
|
|
|
18
|
|
|
322
|
|
|
19
|
|
|
—
|
|
|||||
Thereafter
|
80
|
|
|
129
|
|
|
1,488
|
|
|
8
|
|
|
—
|
|
|||||
Total
|
$
|
585
|
|
|
$
|
289
|
|
|
$
|
2,972
|
|
|
$
|
98
|
|
|
$
|
67
|
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|||||||||
$250 million Repurchase Program
|
202,510
|
|
|
$
|
8
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
2012 Repurchase Program
|
1,437,101
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
2011 Repurchase Program
|
46,340
|
|
|
2
|
|
|
1,595,000
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|||
2010 Repurchase Program
|
—
|
|
|
—
|
|
|
1,023,600
|
|
|
31
|
|
|
710,000
|
|
|
19
|
|
|||
2009 Repurchase Program
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,291,496
|
|
|
26
|
|
|||
|
1,685,951
|
|
|
$
|
60
|
|
|
2,618,600
|
|
|
$
|
79
|
|
|
2,001,496
|
|
|
$
|
45
|
|
|
2012
|
|
2011
|
||||
Unrealized gain on marketable securities considered available-for-sale
|
$
|
(7
|
)
|
|
$
|
(6
|
)
|
Related to employee benefit plans
|
423
|
|
|
380
|
|
||
Related to interest rate derivatives
|
20
|
|
|
16
|
|
||
|
$
|
436
|
|
|
$
|
390
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Stock options
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
4
|
|
Stock awards
|
11
|
|
|
8
|
|
|
9
|
|
|||
Deferred stock awards
|
1
|
|
|
—
|
|
|
—
|
|
|||
Employee stock purchase plan
|
1
|
|
|
1
|
|
|
1
|
|
|||
Stock-based compensation
|
$
|
15
|
|
|
$
|
12
|
|
|
$
|
14
|
|
|
|
|
|
|
|
||||||
Tax benefit related to stock-based compensation
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
5
|
|
|
Amount
|
|
Weighted-
Average
Period
|
||
Stock options
|
$
|
2
|
|
|
0.7
|
Stock awards
|
5
|
|
|
0.4
|
|
Unrecognized stock-based compensation
|
$
|
7
|
|
|
0.5
|
|
2012
|
|
2011
|
|
2010
|
||||||
Expected volatility
|
55
|
%
|
|
56
|
%
|
|
55
|
%
|
|||
Expected term
|
6 years
|
|
|
6 years
|
|
|
6 years
|
|
|||
Risk-free interest rate
|
1.08
|
%
|
|
2.26
|
%
|
|
2.78
|
%
|
|||
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average grant date fair value per share
|
$
|
17.23
|
|
|
$
|
16.40
|
|
|
$
|
9.03
|
|
Estimated fair value of options granted (millions)
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
Shares
|
|
Weighted-
Average
Exercise
Price
Per Share
|
|
Weighted-
Average
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value (in
millions)
|
|||||
Outstanding, December 31, 2011
|
1,301,596
|
|
|
$
|
17.02
|
|
|
6.5
|
|
$
|
27
|
|
Granted
|
120,750
|
|
|
38.13
|
|
|
|
|
|
|||
Exercised
|
(471,806
|
)
|
|
14.43
|
|
|
|
|
|
|||
Forfeited or expired
|
(8,816
|
)
|
|
20.43
|
|
|
|
|
|
|||
Outstanding, December 31, 2012
|
941,724
|
|
|
$
|
20.99
|
|
|
6.2
|
|
$
|
21
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable, December 31, 2012
|
447,288
|
|
|
$
|
17.61
|
|
|
5.0
|
|
$
|
11
|
|
Vested or expected to vest, December 31, 2012
|
939,448
|
|
|
$
|
20.99
|
|
|
6.2
|
|
$
|
21
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Intrinsic value of option exercises
|
$
|
11
|
|
|
$
|
20
|
|
|
$
|
23
|
|
Cash received from stock option exercises
|
7
|
|
|
17
|
|
|
37
|
|
|||
Tax benefit related to stock option exercises
|
4
|
|
|
8
|
|
|
9
|
|
|||
Fair value of options vested
|
4
|
|
|
3
|
|
|
4
|
|
|
Number
of Units
|
|
Weighted-
Average
Grant
Date Fair
Value
|
|
Weighted-
Average
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value (in
millions)
|
|||||
Non-vested, December 31, 2011
|
1,123,002
|
|
|
$
|
19.30
|
|
|
0.7
|
|
$
|
42
|
|
Granted
|
343,763
|
|
|
30.65
|
|
|
|
|
|
|
||
Vested
|
(689,906
|
)
|
|
15.32
|
|
|
|
|
|
|
||
Forfeited
|
(22,566
|
)
|
|
14.86
|
|
|
|
|
|
|
||
Non-vested, December 31, 2012
|
754,293
|
|
|
$
|
28.06
|
|
|
0.6
|
|
$
|
33
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Horizon Fleet Transition - CRJ-700
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
10
|
|
Horizon Fleet Transition - Q200
|
—
|
|
|
11
|
|
|
—
|
|
|||
Horizon Restructuring
|
—
|
|
|
—
|
|
|
3
|
|
|||
Total
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
13
|
|
|
Alaska
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Year ended December 31, 2012
|
Mainline
|
|
Regional
|
|
Horizon
|
|
Consolidating
|
|
Air Group Adjusted
(a)
|
|
Special Charges
|
|
Consolidated
|
||||||||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Passenger
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mainline
|
$
|
3,284
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,284
|
|
|
$
|
—
|
|
|
$
|
3,284
|
|
Regional
|
—
|
|
|
746
|
|
|
—
|
|
|
—
|
|
|
746
|
|
|
—
|
|
|
746
|
|
|||||||
Total passenger revenues
|
3,284
|
|
|
746
|
|
|
—
|
|
|
—
|
|
|
4,030
|
|
|
—
|
|
|
4,030
|
|
|||||||
CPA revenues
|
—
|
|
|
—
|
|
|
369
|
|
|
(369
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Freight and mail
|
107
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|
—
|
|
|
111
|
|
|||||||
Other-net
|
448
|
|
|
61
|
|
|
7
|
|
|
—
|
|
|
516
|
|
|
—
|
|
|
516
|
|
|||||||
Total operating revenues
|
3,839
|
|
|
811
|
|
|
376
|
|
|
(369
|
)
|
|
4,657
|
|
|
—
|
|
|
4,657
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating expenses, excluding fuel
|
2,131
|
|
|
566
|
|
|
338
|
|
|
(369
|
)
|
|
2,666
|
|
|
—
|
|
|
2,666
|
|
|||||||
Economic fuel
(c)
|
1,238
|
|
|
183
|
|
|
—
|
|
|
—
|
|
|
1,421
|
|
|
38
|
|
|
1,459
|
|
|||||||
Total operating expenses
|
3,369
|
|
|
749
|
|
|
338
|
|
|
(369
|
)
|
|
4,087
|
|
|
38
|
|
|
4,125
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Nonoperating income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|||||||
Interest expense
|
(47
|
)
|
|
—
|
|
|
(16
|
)
|
|
(1
|
)
|
|
(64
|
)
|
|
—
|
|
|
(64
|
)
|
|||||||
Other
|
24
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
27
|
|
|
—
|
|
|
27
|
|
|||||||
|
(4
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|||||||
Income (loss) before income tax
|
$
|
466
|
|
|
$
|
62
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
552
|
|
|
$
|
(38
|
)
|
|
$
|
514
|
|
|
Alaska
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Year ended December 31, 2011
|
Mainline
|
|
Regional
|
|
Horizon
|
|
Consolidating
|
|
Air Group Adjusted
(a)
|
|
Special Charges
|
|
Consolidated
|
||||||||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Passenger
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mainline
|
$
|
2,995
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,995
|
|
|
$
|
—
|
|
|
$
|
2,995
|
|
Regional
|
—
|
|
|
713
|
|
|
—
|
|
|
—
|
|
|
713
|
|
|
—
|
|
|
713
|
|
|||||||
Total passenger revenues
|
2,995
|
|
|
713
|
|
|
—
|
|
|
—
|
|
|
3,708
|
|
|
—
|
|
|
3,708
|
|
|||||||
CPA revenues
|
—
|
|
|
—
|
|
|
369
|
|
|
(369
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Freight and mail
|
105
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
109
|
|
|||||||
Other-net
|
431
|
|
|
62
|
|
|
8
|
|
|
—
|
|
|
501
|
|
|
—
|
|
|
501
|
|
|||||||
Total operating revenues
|
3,531
|
|
|
779
|
|
|
377
|
|
|
(369
|
)
|
|
4,318
|
|
|
—
|
|
|
4,318
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating expenses, excluding fuel
(b)
|
2,015
|
|
|
544
|
|
|
340
|
|
|
(367
|
)
|
|
2,532
|
|
|
39
|
|
|
2,571
|
|
|||||||
Economic fuel
(c)
|
1,101
|
|
|
167
|
|
|
—
|
|
|
—
|
|
|
1,268
|
|
|
30
|
|
|
1,298
|
|
|||||||
Total operating expenses
|
3,116
|
|
|
711
|
|
|
340
|
|
|
(367
|
)
|
|
3,800
|
|
|
69
|
|
|
3,869
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Nonoperating income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
24
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
22
|
|
|
—
|
|
|
22
|
|
|||||||
Interest expense
|
(72
|
)
|
|
—
|
|
|
(17
|
)
|
|
2
|
|
|
(87
|
)
|
|
—
|
|
|
(87
|
)
|
|||||||
Other
|
8
|
|
|
—
|
|
|
2
|
|
|
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||||
|
(40
|
)
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
(55
|
)
|
|||||||
Income (loss) before income tax
|
$
|
375
|
|
|
$
|
68
|
|
|
$
|
22
|
|
|
$
|
(2
|
)
|
|
$
|
463
|
|
|
$
|
(69
|
)
|
|
$
|
394
|
|
|
Alaska
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Year ended December 31, 2010
|
Mainline
|
|
Regional
|
|
Horizon
|
|
Consolidating
|
|
Air Group Adjusted
(a)
|
|
Special Charges
|
|
Consolidated
|
||||||||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Passenger
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mainline
|
$
|
2,595
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,595
|
|
|
$
|
—
|
|
|
$
|
2,595
|
|
Regional
|
—
|
|
|
308
|
|
|
363
|
|
|
—
|
|
|
671
|
|
|
—
|
|
|
671
|
|
|||||||
Total passenger revenues
|
2,595
|
|
|
308
|
|
|
363
|
|
|
—
|
|
|
3,266
|
|
|
—
|
|
|
3,266
|
|
|||||||
CPA revenues
|
—
|
|
|
—
|
|
|
274
|
|
|
(274
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Freight and mail
|
102
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
106
|
|
|||||||
Other-net
|
397
|
|
|
23
|
|
|
40
|
|
|
—
|
|
|
460
|
|
|
—
|
|
|
460
|
|
|||||||
Total operating revenues
|
3,094
|
|
|
333
|
|
|
679
|
|
|
(274
|
)
|
|
3,832
|
|
|
—
|
|
|
3,832
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating expenses, excluding fuel
(b)
|
1,917
|
|
|
299
|
|
|
502
|
|
|
(271
|
)
|
|
2,447
|
|
|
13
|
|
|
2,460
|
|
|||||||
Economic fuel
(c)
|
757
|
|
|
—
|
|
|
139
|
|
|
—
|
|
|
896
|
|
|
5
|
|
|
901
|
|
|||||||
Total operating expenses
|
2,674
|
|
|
299
|
|
|
641
|
|
|
(271
|
)
|
|
3,343
|
|
|
18
|
|
|
3,361
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Nonoperating income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
35
|
|
|
—
|
|
|
4
|
|
|
(10
|
)
|
|
29
|
|
|
—
|
|
|
29
|
|
|||||||
Interest expense
|
(97
|
)
|
|
—
|
|
|
(20
|
)
|
|
9
|
|
|
(108
|
)
|
|
—
|
|
|
(108
|
)
|
|||||||
Other
|
13
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||||
|
(49
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(65
|
)
|
|
—
|
|
|
(65
|
)
|
|||||||
Income (loss) before income tax
|
$
|
371
|
|
|
$
|
34
|
|
|
$
|
22
|
|
|
$
|
(3
|
)
|
|
$
|
424
|
|
|
$
|
(18
|
)
|
|
$
|
406
|
|
(a)
|
The adjusted column represents the financial information that is reviewed by management to assess performance of operations and determine capital allocations and does not include certain charges.
|
(b)
|
Refer to the Fleet Transition and Restructuring Related Expenses note for a summary of special charges for each respective period.
|
(c)
|
Represents adjustments to reflect the timing of gain or loss recognition resulting from mark-to-market fuel-hedge accounting.
|
|
2012
|
|
2011
|
|
2010
|
||||||
Depreciation:
|
|
|
|
|
|
||||||
Alaska
(a)
|
$
|
217
|
|
|
203
|
|
|
$
|
189
|
|
|
Horizon
|
47
|
|
|
43
|
|
|
41
|
|
|||
Parent company
|
—
|
|
|
1
|
|
|
—
|
|
|||
Consolidated
|
$
|
264
|
|
|
$
|
247
|
|
|
$
|
230
|
|
|
|
|
|
|
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Alaska
(a)
|
$
|
477
|
|
|
$
|
250
|
|
|
$
|
166
|
|
Horizon
|
41
|
|
|
137
|
|
|
19
|
|
|||
Consolidated
|
$
|
518
|
|
|
$
|
387
|
|
|
$
|
185
|
|
|
|
|
|
|
|
||||||
Total assets at end of period:
|
|
|
|
|
|
|
|
|
|||
Alaska
(a)
|
$
|
5,177
|
|
|
$
|
4,775
|
|
|
|
||
Horizon
|
823
|
|
|
847
|
|
|
|
||||
Parent company
|
1,832
|
|
|
1,584
|
|
|
|
||||
Elimination of inter-company accounts
|
(2,327
|
)
|
|
(2,039
|
)
|
|
|
||||
Consolidated
|
$
|
5,505
|
|
|
$
|
5,167
|
|
|
|
(a)
|
There are no depreciation expenses, capital expenditures or assets associated with purchased capacity flying at Alaska Regional.
|
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A. CONTROLS AND PROCEDURES
|
ITEM 9B. OTHER INFORMATION
|
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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ITEM 11. EXECUTIVE COMPENSATION
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS
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Number of securities to be issued upon exercise of outstanding options, warrants and rights
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Weighted-average exercise price of outstanding options, warrants and rights
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Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
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||
Plan category
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(a)
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(b)
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(c)
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Equity compensation plans approved by security holders
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1,775,145
(1)
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$20.99
(2)
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9,410,755
(3)
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Equity compensation plans not approved by security holders
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—
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Not applicable
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—
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Total
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1,775,145
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$20.99
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9,410,755
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(1)
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Of these shares, 652,180 subject to options then outstanding under the 2008 Plan, and 833,421 were subject to outstanding restricted, performance and deferred stock unit awards granted under the 2008 Plan. In addition, 283,944 were subject to options then outstanding under the 2004 Plan, and 5,600 shares were subject to options then outstanding under the 1999 Plan. Outstanding performance awards are reflected in the table assuming that the target level of performance will be achieved. No new award of grants may be made under the 2004 Plan or the 1999 Plan.
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(2)
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This number does not reflect the 833,421 shares that were subject to outstanding stock unit awards granted under the 2008 Plan.
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(3)
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Of the aggregate number of shares that remained available for future issuance, 5,692,750 shares were available under the 2008 Plan and 3,718,005 shares were available under the ESPP. Subject to certain express limits of the 2008 Plan, shares available for award purposes under the 2008 Plan generally may be used for any type of award authorized under that plan including options, stock appreciation rights, and other forms of awards granted or denominated in shares of our common stock including, without limitation, stock bonuses, restricted stock, restricted stock units and performance shares. Full-value shares issued under the 2008 Plan are counted against the share limit as 1.7 shares for every one share issued. This table does not give effect to that rule.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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ITEM 15. EXHIBITS
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1.
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Exhibits:
See Exhibit Index.
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ALASKA AIR GROUP, INC.
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By:
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/s/ BRADLEY D. TILDEN
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Date:
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February 14, 2013
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Bradley D. Tilden
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President and Chief Executive Officer
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/s/ BRADLEY D. TILDEN
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President and Chief Executive Officer
(Principal Executive Officer)
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Bradley D. Tilden
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/s/ BRANDON S. PEDERSEN
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Vice President/Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
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Brandon S. Pedersen
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/s/ WILLIAM S. AYER
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Chairman
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William S. Ayer
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/s/ PATRICIA M. BEDIENT
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Director
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Patricia M. Bedient
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/s/ MARION C. BLAKEY
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Director
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Marion C. Blakey
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/s/ PHYLLIS J. CAMPBELL
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Director
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Phyllis J. Campbell
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/s/ JESSIE J. KNIGHT, JR.
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Director
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Jessie J. Knight, Jr.
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/s/ R. MARC LANGLAND
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Director
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R. Marc Langland
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/s/ DENNIS F. MADSEN
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Director
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Dennis F. Madsen
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/s/ BYRON I. MALLOTT
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Director
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Byron I. Mallott
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/s/ J. KENNETH THOMPSON
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Director
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J. Kenneth Thompson
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/s/ ERIC K. YEAMAN
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Director
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Eric K. Yeaman
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Exhibit
Number
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Exhibit
Description
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Form
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Date of
First Filing
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Exhibit
Number
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File
Number
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3.1
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Amended and Restated Certificate of Incorporation of Registrant
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10-Q
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August 8, 2006
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3(i)
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3.2
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Bylaws of Registrant, as amended April 30, 2010
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8-K
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May 3, 2010
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10.2#
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Credit Agreement, dated March 31, 2010, among Alaska Airlines, Inc., as borrower, Wells Fargo Capital Finance, LLC as agent, U.S. Bank National Association as documentation agent, and other lenders
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10-Q
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August 11, 2010
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10.1
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10.3#
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Credit Agreement, dated March 31, 2010, among Alaska Airlines, Inc., as borrower, Citibank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and other lenders
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10-Q
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May 5, 2010
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10.2
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10.4#
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Aircraft General Terms Agreement, dated June 15, 2005, between the Boeing Company and Alaska Airlines, Inc.
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10-Q
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August 5, 2005
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10.1
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10.5#
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Purchase Agreement No. 2497, dated June 15, 2005, between the Boeing Company and Alaska Airlines, Inc.
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10-Q
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August 5, 2005
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10.2
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10.6#
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Supplemental Agreement No. 23 to Purchase Agreement No. 2497 between The Boeing Company and Alaska Airlines, Inc.
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10-Q/A
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August 2, 2011
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10.1
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10.7†#
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Supplemental Agreement No. 29 to Purchase Agreement No. 2497 between The Boeing Company and Alaska Airlines, Inc.
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10-K
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February 14, 2013
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10.1
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10.8†#
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Purchase Agreement No. 3866 between The Boeing Company and Alaska Airlines, Inc.
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10-K
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February 14, 2013
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10.2
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10.9#
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Supplement to Master Purchase Agreement, dated October 18, 2005, between Horizon Air Industries, Inc. and Bombardier Inc.
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10-Q
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November 9, 2005
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10.1
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10.10*
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Alaska Air Group Performance Based Pay Plan (formerly “Management Incentive Plan”), as amended and restated December 2, 2009
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8-K
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February 1, 2010
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10.1
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10.11*
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Alaska Air Group, Inc. 2008 Performance Incentive Plan
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8-K
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May 22, 2008
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10.1
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10.12*
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Alaska Air Group, Inc. 2008 Performance Incentive Plan Form of Nonqualified Stock Option Agreement
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8-K
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May 22, 2008
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10.2
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10.13*
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Alaska Air Group, Inc. 2008 Performance Incentive Plan Form of Stock Unit Award Agreement
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8-K
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May 22, 2008
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10.3
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10.14*
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Alaska Air Group, Inc. 2008 Performance Incentive Plan Form of Director Deferred Stock Unit Award Agreement
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8-K
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May 22, 2008
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10.4
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10.15*
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Alaska Air Group, Inc. 2008 Performance Incentive Plan Nonqualified Stock Option Agreement—Incentive Award
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8-K
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February 2, 2009
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10.1
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10.16*
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Alaska Air Group, Inc. 2008 Performance Incentive Plan Stock Unit Award Agreement—Incentive Award
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8-K
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February 2, 2009
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10.2
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10.17*
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Alaska Air Group, Inc. 2008 Performance Incentive Plan Stock Unit Award Agreement
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8-K
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February 5, 2010
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10.1
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10.18*
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Alaska Air Group, Inc. 2008 Performance Incentive Plan Nonqualified Stock Option Agreement
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8-K
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February 5, 2010
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10.2
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10.19*
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Nonqualified Deferred Compensation Plan, as amended
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10-Q
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August 4, 2011
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10.1
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10.20*
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2008 Performance Incentive Plan, Form of Nonqualified Stock Option Agreement, as amended
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10-Q
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August 4, 2011
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10.3
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10.21*
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2008 Performance Incentive Plan, Form of Performance Stock Unit Award Agreement, as amended
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10-Q
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August 4, 2011
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10.4
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10.22*
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2008 Performance Incentive Plan, Form of Stock Unit Award Agreement, as amended
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10-Q
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August 4, 2011
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10.5
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10.23*
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2008 Performance Incentive Plan, Form of Stock Unit Award Agreement Incentive Award, as amended
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10-Q
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August 4, 2011
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10.6
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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P.A. 2497
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ASA
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SA-29-1
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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P.A. 2497
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ASA
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SA-29-2
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1.
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Purchase Agreement Table of Contents and Tables
:
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2.
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Exhibits
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3.
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Supplemental Exhibits
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4.
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Letter Agreements
.
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P.A. 2497
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ASA
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SA-29-3
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* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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P.A. 2497
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ASA
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SA-29-4
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5.
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Advance Payments
.
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* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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P.A. 2497
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ASA
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SA-29-5
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LETTER AGREEMENT
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SA
NUMBER
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2497-1R19
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Option Aircraft
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29
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Attachment 1
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29
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Attachment 2
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29
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2497-2R3
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Aircraft Model Substitution
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29
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2497-3R1
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2497-3R1
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23
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2497-4R1
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Demonstration Flight Waiver
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23
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2497-5R1
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Customer Software
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23
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RESTRICTED LETTER AGREEMENT
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6-1162-MSA-588
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Aircraft Performance Guarantees -
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Model 737-800
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6-1162-MSA-589
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[***]
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[***]
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6-1162-MSA-592R1
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Special Purchase Agreement Provisions
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23
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6-1162-MSA-597R23
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Special Matters
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29
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6-1162-SCR-112R1
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Aircraft Performance Guarantees
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28
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Model 737-990ER
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6-1162-SCR-111R1
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[***]
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[***]
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[***]
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6-1162-SCR-124R3
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[***]
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29
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Attachment A
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28
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Attachment B
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29
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ASA-PA-2497-LA-1106553
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Promotional Support – 737-990ER Aircraft
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26
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ASA-PA-2497-LA-1208492R1
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Aircraft Performance Guarantees
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29
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Model 737-990ER
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ASA-PA-2497-LA-1209641
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Special Matters
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29
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ASA-PA-2497-LA-1209478
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737 Production Adjustments
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29
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*
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Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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SUPPLEMENTAL AGREEMENTS
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DATED AS OF:
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|
Supplemental Agreement No. 1
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December 20, 2005
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Supplemental Agreement No. 2
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January 31, 2006
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Supplemental Agreement No. 3
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February 28, 2006
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Supplemental Agreement No. 4
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March 31, 2006
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Supplemental Agreement No. 5
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May 31, 2006
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Supplemental Agreement No. 6
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June 30, 2006
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Supplemental Agreement No. 7
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July 31, 2006
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Supplemental Agreement No. 8
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October 31, 2006
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Supplemental Agreement No. 9
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November 30, 2006
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Supplemental Agreement No. 10
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December 20, 2006
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Supplemental Agreement No. 11
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January 31, 2007
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Supplemental Agreement No. 12
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April 26, 2007
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Supplemental Agreement No. 13
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July 31, 2007
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Supplemental Agreement No. 14
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September 24, 2007
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Supplemental Agreement No. 15
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October 31, 2007
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Supplemental Agreement No. 16
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January 5, 2009
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Supplemental Agreement No. 17
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February 11, 2009
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Supplemental Agreement No. 18
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February 11, 2009
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Supplemental Agreement No. 19
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December 9, 2009
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Supplemental Agreement No. 20
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March 15, 2010
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Supplemental Agreement No. 21
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June 18, 2010
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Supplemental Agreement No. 22
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June 30, 2010
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Supplemental Agreement No. 23
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January 24, 2011
|
Supplemental Agreement No. 24
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July 27, 2011
|
Supplemental Agreement No. 25
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October 7, 2011
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Supplemental Agreement No. 26
|
November 30, 2011
|
Supplemental Agreement No. 27
|
December 23, 2011
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Supplemental Agreement No. 28
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June 11, 2012
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Supplemental Agreement No. 29
|
October 10, 2012
|
P.A. No. 2497
|
iii
.
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SA-29
|
|
BOEING PROPRIETARY
|
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Table
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Title
|
Last Updated under SA
|
Current Status
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1, pages 1 through 12 and 14
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Table 1 to Purchase Agreement No. PA-02497
|
Various SAs
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Inactive
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1, page 13
|
Table 1 to Purchase Agreement No. PA-02497
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SA 27
|
Deleted under SA 29
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1, pages 15.1 through 17
|
Table 1 to Purchase Agreement No. PA-02497
|
SA 28
|
Deleted under SA 29
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Exhibit
|
Title
|
Last Updated under SA
|
Current Status
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A
|
Aircraft Configuration – 737-890 Aircraft
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SA-6
|
Inactive
|
A-1
|
Aircraft Configuration – 737-890 Aircraft
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SA-20
|
Deleted under SA-20
|
A-2
|
Aircraft Configuration – 737-890 Aircraft
|
SA-20
|
Inactive
|
P.A. No. 2497
|
iv
.
|
SA-29
|
|
BOEING PROPRIETARY
|
|
Letter Agreement
|
Title
|
Last Updated under SA
|
Current Status
|
6-1162-IRS-118
|
Special Matters - Economic Impact
|
SA-18
|
Deleted under SA-19
|
6-1162-SCR-025R2
|
“Special Matters” – Economic Impact Aircraft - Rescheduled delivery dates
|
SA-22
|
Inactive
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6-1162-SCR-028
|
Notice of Exercise by Boeing of its Right to Reschedule Economic Impact Aircraft
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SA-19
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Inactive
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2497-6R6
|
Promotion Support (737-890 Aircraft)
|
SA-16
|
Inactive
|
6-1162-SCR-027
|
Promotion Support -
[***]
(737-890 Aircraft)
|
SA 19
|
Inactive
|
6-1162-LLL-004
|
Promotion Support
[***]
(737-890 Aircraft)
|
SA 28
|
Inactive
|
6-1162-SCR-106R1
|
737-990ER Model Open Configuration Matters
|
SA 24
|
Inactive
|
6-1162-MSA-691R5
|
Process for Fixing Escalation Factor
|
SA-23
|
Inactive
|
Attachment A of 6-1162-MSA-691R5
|
Process for Fixing Escalation Factor – Attachment A
|
SA-25
|
Inactive
|
Attachments 1A, 1B, and 2 of 6-1162-MSA-597
|
[***]
Escalation Factor and Delivery Pricing Information
|
SA 17
|
Deleted under SA 25
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. No. 2497
|
v
.
|
SA-29
|
|
BOEING PROPRIETARY
|
|
* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-02497 APRs 58814 and 58812
|
Boeing Proprietary
|
Page 1 of 2
|
|
|
SA 29
|
* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-02497 APRs 58814 and 58812
|
Boeing Proprietary
|
Page 2 of 2
|
|
|
SA 29
|
* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-02497 APRs: 61453, 61534, and 61493
|
Boeing Proprietary
|
Page 1 of 2
|
|
|
SA 29
|
* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-02497 APRs: 61453, 61534, and 61493
|
Boeing Proprietary
|
Page 2 of 2
|
|
|
SA 29
|
ASA-PA-2497-EXA3
|
|
EXA3 Page 1
|
|
|
SA-29
|
|
BOEING PROPRIETARY
|
|
ASA-PA-2497-EXA5
|
|
EXA5 Page 1
|
|
|
SA-29
|
|
BOEING PROPRIETARY
|
|
ASA-PA-2497-EXA5
|
|
EXA5 Page 2
|
|
|
SA-29
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-2497-EXA5
|
|
EXA5 Page 3
|
|
|
SA-29
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-2497-EXA5
|
|
EXA5 Page 4
|
|
|
SA-29
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-2497-EXA5
|
|
EXA5 Page 5
|
|
|
SA-29
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-2497-EXA5
|
|
EXA5 Page 6
|
|
|
SA-29
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-2497-EXA5
|
|
EXA5 Page 7
|
|
|
SA-29
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-2497-EXA5
|
|
EXA5 Page 8
|
|
|
SA-29
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-2497-EXA5
|
|
EXA5 Page 9
|
|
|
SA-29
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-2497-EXA5
|
|
EXA5 Page 10
|
|
|
SA-29
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-2497-EXA5
|
|
EXA5 Page 11
|
|
|
SA-29
|
|
BOEING PROPRIETARY
|
|
ASA P.A. No. 2497
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BFE1
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SA-29
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BOEING PROPRIETARY
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*
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Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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ASA P.A. No. 2497
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BFE1-1
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SA-29
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BOEING PROPRIETARY
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Item
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Preliminary On-Dock Dates
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Delivery Date
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Oct 2012
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Nov 2012
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Dec 2012
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Feb 2013
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Item
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Preliminary On-Dock Dates
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Delivery Date
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Mar 2013
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Apr 2013
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May 2013
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Oct 2013
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*
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Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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ASA P.A. No. 2497
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BFE1-2
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SA-29
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BOEING PROPRIETARY
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Item
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Preliminary On-Dock Dates
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Delivery Date
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Nov 2013
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Dec 2013
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Jan 2014
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Feb 2014
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Item
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Preliminary On-Dock Dates
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Delivery Date
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March 2014
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April 2014
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May 2014
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Aug 2014
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*
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Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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ASA P.A. No. 2497
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BFE1-3
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SA-29
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BOEING PROPRIETARY
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Item
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Preliminary On-Dock Dates
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Delivery Date
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Oct 2014
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June 2015
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July 2015
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Aug2015
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Item
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Preliminary On-Dock Dates
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Delivery Date
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Sep 2015
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Oct 2015
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Nov 2015
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Dec 2015
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*
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Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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ASA P.A. No. 2497
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BFE1-4
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SA-29
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BOEING PROPRIETARY
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Item
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Preliminary On-Dock Dates
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|||
Delivery Date
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Jan 2016
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Mar 2016
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Apr 2016
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May 2016
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Item
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Preliminary On-Dock Dates
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|||
Delivery Date
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Mar 2017
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Apr 2017
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Sep 2017
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*
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Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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ASA P.A. No. 2497
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BFE1-5
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SA-29
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BOEING PROPRIETARY
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ASA P.A. No. 2497
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BFE1-6
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SA-29
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BOEING PROPRIETARY
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The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
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Reference:
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Purchase Agreement 2497 (the Purchase Agreement) between The Boeing Company (Boeing) and Alaska Airlines, Inc. (Customer) relating to Model 737-890
and 737-990ER aircraft (the Aircraft)
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(i)
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Changes applicable to the basic Model 737 aircraft that are developed by Boeing between the date of the Detail Specification and the signing of the definitive agreement to purchase the Option Aircraft;
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(ii)
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Changes required to obtain required regulatory certificates; and
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(iii)
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Changes mutually agreed upon.
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P.A. 2497, 2497-1R19
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BOEING PROPRIETARY
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SA-29
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Option Aircraft
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Page 1
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*
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Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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P.A. 2497, 2497-1R19
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BOEING PROPRIETARY
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SA-29
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Option Aircraft
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Page 2
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*
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Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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P.A. 2497, 2497-1R19
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BOEING PROPRIETARY
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SA-29
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Option Aircraft
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Page 3
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THE BOEING COMPANY
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By
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/s/ Lanine Lange
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Its
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Attorney-In-Fact
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ACCEPTED AND AGREED TO this
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Date:
October 10, 2012
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ALASKA AIRLINES, INC.
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By
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/s/ Mark Eliasen
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Its
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VP/Finance & Treasurer
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P.A. 2497, 2497-1R19
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BOEING PROPRIETARY
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SA-29
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Option Aircraft
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Page 4
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* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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ASA
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Page
1
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51058-1O.TXT
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Boeing Proprietary
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SA29
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* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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ASA
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Page
2
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51058-1O.TXT
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Boeing Proprietary
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SA29
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* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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P.A. 2497, 2497-1R19
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Page
1
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51058-1O.TXT
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Boeing Proprietary
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SA29
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* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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P.A. 2497, 2497-1R19
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Page
2
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51058-1O.TXT
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Boeing Proprietary
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SA29
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The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
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Reference:
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Purchase Agreement No. 2497 (the Purchase Agreement) between The Boeing Company (Boeing) and Alaska Airlines, Inc. (
Customer
) relating to Model 737-800 aircraft (
737-890 Aircraft
) and 737-900ER aircraft, collectively (the
Aircraft
)
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*
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Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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ASA P.A. No. 2497
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SA-29
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Aircraft Model Substitution
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BOEING PROPRIETARY
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Page
1
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*
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Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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ASA P.A. No. 2497
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SA-29
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Aircraft Model Substitution
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BOEING PROPRIETARY
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Page
2
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*
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Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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ASA P.A. No. 2497
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SA-29
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Aircraft Model Substitution
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BOEING PROPRIETARY
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Page
3
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THE BOEING COMPANY
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By
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/s/ Lanine Lange
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Its
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Attorney-In-Fact
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ACCEPTED AND AGREED TO this
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Date:
October 10, 2012
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ALASKA AIRLINES, INC.
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By
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/s/ Mark Eliasen
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Its
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VP/Finance & Treasurer
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ASA P.A. No. 2497
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SA-29
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Aircraft Model Substitution
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BOEING PROPRIETARY
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Page
4
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The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
Reference:
|
Purchase Agreement No. 2497 (the Purchase Agreement) between The Boeing Company (Boeing) and Alaska Airlines, Inc. (Customer) relating to Model 737-890 aircraft (737-890 Aircraft) and 737-990ER aircraft (737-990ER Aircraft), collectively the (Aircraft).
|
*
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Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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P.A. 2497, 6-1162-MSA-597
R23
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SA-29
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Special Matters Letter
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BOEING PROPRIETARY
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Page 1
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3.
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[***] Credit Memorandum
.
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Delivery Date
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Serial Number
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[***]
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[***]
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[***]
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[***]
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*
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Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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P.A. 2497, 6-1162-MSA-597
R23
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SA-29
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Special Matters Letter
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BOEING PROPRIETARY
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Page 2
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*
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Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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P.A. 2497, 6-1162-MSA-597
R23
|
|
SA-29
|
Special Matters Letter
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BOEING PROPRIETARY
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Page 3
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*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 2497, 6-1162-MSA-597
R23
|
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SA-29
|
Special Matters Letter
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BOEING PROPRIETARY
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Page 4
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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*
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Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 2497, 6-1162-MSA-597
R23
|
|
SA-29
|
Special Matters Letter
|
BOEING PROPRIETARY
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Page 5
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THE BOEING COMPANY
|
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|
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By
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/s/ Lanine Lange
|
|
|
Its
|
Attorney-In-Fact
|
|
|
ACCEPTED AND AGREED TO this
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|
|
|
Date:
October 10, 2012
|
|
|
|
ALASKA AIRLINES, INC.
|
|
|
|
By
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/s/ Mark Eliasen
|
|
|
Its
|
VP/Finance & Treasurer
|
P.A. 2497, 6-1162-MSA-597
R23
|
|
SA-29
|
Special Matters Letter
|
BOEING PROPRIETARY
|
Page 6
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|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
References:
|
1. Customer Services General Terms Agreement No. 90-2 (the
CSGTA
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
); and
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 2497, 6-1162-SCR-124R3
|
|
SA-29
|
[***]
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BOEING PROPRIETARY
|
Page 1
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*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 2497, 6-1162-SCR-124R3
|
|
SA-29
|
[***]
|
BOEING PROPRIETARY
|
Page 2
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*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 2497, 6-1162-SCR-124R3
|
|
SA-29
|
[***]
|
BOEING PROPRIETARY
|
Page 3
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*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 2497, 6-1162-SCR-124R3
|
|
SA-29
|
[***]
|
BOEING PROPRIETARY
|
Page 4
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*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 2497, 6-1162-SCR-124R3
|
|
SA-29
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[***]
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BOEING PROPRIETARY
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Page 5
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Boeing Commercial Airplane Group
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P.O. Box 3707
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Seattle, Washington 98124-2207
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U.S.A.
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Attention:
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Director
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Aircraft Contracts
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M/S 21-43
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Attention:
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Director
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Airline Analysis Marketing
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M/S 21-46
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*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 2497, 6-1162-SCR-124R3
|
|
SA-29
|
[***]
|
BOEING PROPRIETARY
|
Page 6
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THE BOEING COMPANY
|
|
|
|
By
|
/s/ Lanine Lange
|
|
|
Its
|
Attorney-In-Fact
|
|
|
ACCEPTED AND AGREED TO this
|
|
|
|
Date:
October 10, 2012
|
|
|
|
ALASKA AIRLINES, INC.
|
|
|
|
By
|
/s/ Mark Eliasen
|
|
|
Its
|
VP/Finance & Treasurer
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 2497, 6-1162-SCR-124R3
|
|
SA-29
|
[***]
|
BOEING PROPRIETARY
|
Page 7
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 2497, 6-1162-SCR-124R3
|
|
SA-29
|
[***]
|
BOEING PROPRIETARY
|
Page 1
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 2497, 6-1162-SCR-124R3
|
|
SA-29
|
[***]
|
BOEING PROPRIETARY
|
Page 2
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 2497, 6-1162-SCR-124R3
|
|
SA-29
|
[***]
|
BOEING PROPRIETARY
|
Page 3
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 2497, 6-1162-SCR-124R3
|
|
SA-29
|
[***]
|
BOEING PROPRIETARY
|
Page 4
|
* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. No. 2497
|
SA 29
|
* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. No. 2497
|
SA 29
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
Subject:
|
Aircraft Performance Guarantees
|
Reference:
|
Purchase Agreement No. PA-2497 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
) relating to Model 737-990ER aircraft
|
Delivery Date
|
Manufacturer Serial Number
|
[***]
|
[***]
|
[***]
|
[***]
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-2497-LA-1208492R1
|
|
Page 1
|
Performance Guarantees
|
|
SA-29
|
|
BOEING PROPRIETARY
|
|
THE BOEING COMPANY
|
|
|
|
By
|
/s/ Lanine Lange
|
|
|
Its
|
Attorney-In-Fact
|
|
|
ACCEPTED AND AGREED TO this
|
|
|
|
Date:
October 10, 2012
|
|
|
|
ALASKA AIRLINES, INC.
|
|
|
|
By
|
/s/ Mark Eliasen
|
|
|
Its
|
VP/Finance & Treasurer
|
ASA-PA-2497-LA-1208492R1
|
|
Page 2
|
Performance Guarantees
|
|
SA-29
|
|
BOEING PROPRIETARY
|
|
SECTION
|
CONTENTS
|
|
|
[***]
|
|
[***]
|
|
[***]
|
|
[***]
|
|
3
|
|
MANUFACTURER’S EMPTY WEIGHT
|
|
[***]
|
|
[***]
|
|
5
|
|
AIRCRAFT CONFIGURATION
|
|
[***]
|
|
[***]
|
|
[***]
|
|
[***]
|
|
8
|
|
EXCLUSIVE GUARANTEES
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. No. 2497
|
|
|
AERO-B-BBA4-M12-0475B
|
BOEING PROPRIETARY
|
SS12-0231
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. No. 2497
|
|
|
AERO-B-BBA4-M12-0475B
|
BOEING PROPRIETARY
|
SS12-0231
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. No. 2497
|
|
|
AERO-B-BBA4-M12-0475B
|
BOEING PROPRIETARY
|
SS12-0231
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. No. 2497
|
|
|
AERO-B-BBA4-M12-0475B
|
BOEING PROPRIETARY
|
SS12-0231
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. No. 2497
|
|
|
AERO-B-BBA4-M12-0475B
|
BOEING PROPRIETARY
|
SS12-0231
|
|
|
|
|
Pounds
|
Standard Model Specification MEW
|
[***]
|
|||
Configuration Specification D019A001, Rev. N, Dated January 29, 2010
[***] Tourist Class Passengers CFM56-7 Engines [***] lb ( [***] kg) Maximum Taxi Weight [***] U.S. Gallons ( [***] liters) Fuel Capacity |
||||
Changes for Alaska Airlines
|
|
|||
Interior Change to
[***]
Passengers (
[***]
FC /
[***]
EC)
|
[***]
|
|||
(Ref: LOPA - 379-0595 Rev. K) Boeing Sky Interior
|
|
|||
[***]
lb (
[***]
kg) Maximum Taxi Weight
|
[***]
|
|||
Mid-Cabin Exit Door Plug With Full-Sized Passenger Window
|
[***]
|
|||
Extended Operations (ETOPS)
|
[***]
|
|||
Heads-Up Display (HUD)
|
[***]
|
|||
Standby Power -
[***]
-Minute Capability
|
[***]
|
|||
Heavy Duty Cargo Compartment Linings/Panels
|
[***]
|
|||
Centerline Overhead Stowage Compartments (5)
|
[***]
|
|||
Winglets
|
[***]
|
|||
Customer Options Allowance
|
[***]
|
|||
|
|
|
|
|
Alaska Airlines Manufacturer’s Empty Weight (MEW)
|
[***]
|
|||
Standard and Operational Items Allowance
(Paragraph 2.3.4) |
[***]
|
|||
Alaska Airlines Operational Empty Weight (OEW)
|
[***]
|
|||
|
|
|
|
|
|
Quantity
|
Pounds
|
Pounds
|
|
* Seat Weight Included:
|
|
|
[***]
|
|
First Class Double
|
[***]
|
[***]
|
|
|
Economy Class Triple w/3 In-Arm Food Trays
|
[***]
|
[***]
|
|
|
Economy Class Triple
|
[***]
|
[***]
|
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. No. 2497
|
|
|
AERO-B-BBA4-M12-0475B
|
BOEING PROPRIETARY
|
SS12-0231
|
|
Qty
|
Pounds
|
Pounds
|
Pounds
|
Standard Items Allowance
|
|
|
|
[***]
|
|
|
|
|
|
Unusable Fuel
|
|
|
[***]
|
|
Oil
|
|
|
[***]
|
|
Oxygen Equipment
|
|
|
[***]
|
|
Passenger Portable
|
[***]
|
[***]
|
|
|
Crew Masks
|
[***]
|
[***]
|
|
|
Miscellaneous Equipment
|
|
|
[***]
|
|
Crash Axe
|
[***]
|
[***]
|
|
|
Megaphones
|
[***]
|
[***]
|
|
|
Flashlights
|
[***]
|
[***]
|
|
|
Smoke Hoods
|
[***]
|
[***]
|
|
|
Seat Belt Extensions
|
[***]
|
[***]
|
|
|
Galley Structure & Fixed Inserts
|
|
|
[***]
|
|
|
|
|
|
|
Operational Items Allowance
|
|
|
|
[***]
|
|
|
|
|
|
Crew and Crew Baggage
|
|
|
[***]
|
|
Flight Crew
|
[***]
|
[***]
|
|
|
Cabin Crew
|
[***]
|
[***]
|
|
|
Baggage
|
[***]
|
[***]
|
|
|
Catering Allowance & Removable Inserts
|
|
|
[***]
|
|
First Class
|
[***]
|
[***]
|
|
|
Economy Class
|
[***]
|
[***]
|
|
|
Passenger Service Equipment
|
[***]
|
|
|
[***]
|
Potable Water - 60 USG
|
|
|
|
[***]
|
Waste Tank Disinfectant
|
|
|
|
[***]
|
Emergency Equipment
|
|
|
|
[***]
|
Escape Slides - Forward
|
[***]
|
[***]
|
|
|
Escape Slides - Aft
|
[***]
|
[***]
|
|
|
Life Vests - Crew and Passengers
|
[***]
|
[***]
|
|
|
Life Rafts
|
[***]
|
[***]
|
|
|
Auto Radio Beacon (ELT)
|
[***]
|
[***]
|
|
|
|
|
|
|
|
Total Standard and Operational Items Allowance
|
|
|
|
[***]
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. No. 2497
|
|
|
AERO-B-BBA4-M12-0475B
|
BOEING PROPRIETARY
|
SS12-0231
|
5.1
|
The guarantees contained in this Attachment are based on the Aircraft configuration as defined in the original release of Detail Specification D019A001ASA39E-1 (hereinafter referred to as the Detail Specification). Appropriate adjustment shall be made for changes in such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance, sound levels, and/or weight and balance of the Aircraft. Such adjustment shall be accounted for by Boeing in its evidence of compliance with the guarantees.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. No. 2497
|
|
|
AERO-B-BBA4-M12-0475B
|
BOEING PROPRIETARY
|
SS12-0231
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. No. 2497
|
|
|
AERO-B-BBA4-M12-0475B
|
BOEING PROPRIETARY
|
SS12-0231
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. No. 2497
|
|
|
AERO-B-BBA4-M12-0475B
|
BOEING PROPRIETARY
|
SS12-0231
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. No. 2497
|
|
|
AERO-B-BBA4-M12-0475B
|
BOEING PROPRIETARY
|
SS12-0231
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
Subject:
|
Special Matters
|
Reference:
|
Purchase Agreement No. 2497 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
) relating to Boeing Models 737-800 aircraft (
737-890 Aircraft
) and 737-900ER aircraft (
737-990ER Aircraft
)
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-2497-LA-1209641
|
|
October 10, 2012
|
Special Matters
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-2497-LA-1209641
|
|
October 10, 2012
|
Special Matters
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-2497-LA-1209641
|
|
October 10, 2012
|
Special Matters
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-2497-LA-1209641
|
|
October 10, 2012
|
Special Matters
|
|
Page 4
|
|
BOEING PROPRIETARY
|
|
THE BOEING COMPANY
|
|
|
|
By
|
/s/ Lanine Lange
|
|
|
Its
|
Attorney-In-Fact
|
|
|
ACCEPTED AND AGREED TO this
|
|
|
|
Date:
October 10, 2012
|
|
|
|
ALASKA AIRLINES, INC.
|
|
|
|
By
|
/s/ Mark Eliasen
|
|
|
Its
|
VP/Finance & Treasurer
|
ASA-PA-2497-LA-1209641
|
|
October 10, 2012
|
Special Matters
|
|
Page 5
|
|
BOEING PROPRIETARY
|
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
Subject:
|
737 Production Adjustment
|
Reference:
|
a) Purchase Agreement No. PA-2497 (
NG Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
) relating to Models 737-890 and 737-990 aircraft (
737NG Aircraft
)
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-2497-LA-1209478
|
|
October 10, 2012
|
Special Matters
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-2497-LA-1209478
|
|
October 10, 2012
|
Special Matters
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
THE BOEING COMPANY
|
|
|
|
By
|
/s/ Lanine Lange
|
|
|
Its
|
Attorney-In-Fact
|
|
|
ACCEPTED AND AGREED TO this
|
|
|
|
Date:
October 10, 2012
|
|
|
|
ALASKA AIRLINES, INC.
|
|
|
|
By
|
/s/ Mark Eliasen
|
|
|
Its
|
VP/Finance & Treasurer
|
ASA-PA-2497-LA-1209478
|
|
October 10, 2012
|
Special Matters
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
P.A. 3866
|
|
October 10, 2012
|
|
BOEING PROPRIETARY
|
Page 1
|
ARTICLES
|
|
Article 1.
|
Quantity, Model and Description
|
Article 2.
|
Delivery Schedule
|
Article 3.
|
Price
|
Article 4.
|
Payment
|
Article 5.
|
Additional Terms
|
TABLE
|
|
1.
|
Aircraft Information Table
|
EXHIBIT
|
|
A-1.
|
Aircraft Configuration – 737-8
|
A-2.
|
Aircraft Configuration – 737-9
|
B.
|
Aircraft Delivery Requirements and Responsibilities
|
SUPPLEMENTAL EXHIBITS
|
|
AE1.
|
Escalation Adjustment
/
Airframe and Optional Features
|
BFE1.
|
BFE Variables
|
CS1.
|
Customer Support Variables
|
EE1.
|
Engine Escalation
,
Engine Warranty and Patent Indemnity
|
SLP1.
|
Service Life Policy Components
|
P.A. 3866
|
|
October 10, 2012
|
|
BOEING PROPRIETARY
|
Page 2
|
ASA-PA-3866-LA-09433
|
Open Matters
|
ASA-PA-3866-LA-09434
|
Seller Purchased Equipment
|
ASA-PA-3866-LA-09435
|
Spare Parts Initial Provisioning
|
ASA-PA-3866-LA-09436
|
Demonstration Flight Waiver
|
ASA-PA-3866-LA-09437
|
AGTA Matters
|
ASA-PA-3866-LA-09438
|
Promotion Support
|
ASA-PA-3866-LA-09439
|
Special Matters- 737-8 and 737-9
|
ASA-PA-3866-LA-09440
|
[***] Aircraft
|
ASA-PA-3866-LA-09441
|
Substitute Aircraft
|
ASA-PA-3866-LA-09442
|
Right to [***]
|
ASA-PA-3866-LA-09443
|
Agreement for [***]
|
ASA-PA-3866-LA-09444
|
[***]
|
ASA-PA-3866-LA-09445
|
Special Matters – [***]
|
ASA-PA-3866-LA-09446
|
Special Matters – [***]
|
ASA-PA-3866-LA-09447
|
[***] Matters
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 3866
|
|
October 10, 2012
|
|
BOEING PROPRIETARY
|
Page 3
|
1.
|
Quantity, Model and Description.
|
2.
|
Delivery Schedule.
|
3.
|
Price.
|
4.
|
Payment.
|
P.A. 3866
|
|
October 10, 2012
|
|
BOEING PROPRIETARY
|
Page 4
|
5.
|
Additional Terms.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 3866
|
|
October 10, 2012
|
|
BOEING PROPRIETARY
|
Page 5
|
AGREED AND ACCEPTED this
|
|
|
|
|
|
October 10, 2012
|
|
|
Date
|
|
|
|
|
|
THE BOEING COMPANY
|
|
ALASKA AIRLINES, INC.
|
|
|
|
/s/ Lanine Lange
|
|
/s/ Mark Eliasen
|
Signature
|
|
Signature
|
|
|
|
Lanine Lange
|
|
Mark Eliasen
|
Printed name
|
|
Printed name
|
|
|
|
Attorney-in-Fact
|
|
VP/Finance & Treasurer
|
Title
|
|
Title
|
P.A. 3866
|
|
October 10, 2012
|
|
BOEING PROPRIETARY
|
Page 6
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASP-PA-03866 61996-1F.TXT
|
Boeing Propriety
|
Page 1
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASP-PA-03866 61996-1F.TXT
|
Boeing Propriety
|
Page 2
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASP-PA-03866 61996-1F.TXT
|
Boeing Propriety
|
Page 3
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASP-PA-03866 60691-1F.TXT
|
Boeing Propriety
|
Page 1
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASP-PA-03866 60691-1F.TXT
|
Boeing Propriety
|
Page 2
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASP-PA-03866 60691-1F.TXT
|
Boeing Propriety
|
Page 3
|
P.A. 3866
|
|
October 10, 2012
|
|
BOEING PROPRIETARY
|
Page 1
|
P.A. 3866
|
|
October 10, 2012
|
|
BOEING PROPRIETARY
|
Page 2
|
P.A.3866
|
|
October 10, 2012
|
|
BOEING PROPRIETARY
|
Page 1
|
P.A.3866
|
|
October 10, 2012
|
|
BOEING PROPRIETARY
|
Page 2
|
P.A. 3866
|
|
October 10, 2012
|
|
BOEING PROPRIETARY
|
Page 1
|
1.
|
GOVERNMENT DOCUMENTATION REQUIREMENTS.
|
P.A. 3866
|
|
October 10, 2012
|
|
BOEING PROPRIETARY
|
Page 2
|
2.
|
Insurance Certificates.
|
3.
|
NOTICE OF FLYAWAY CONFIGURATION.
|
(i)
|
the name of the company which is to furnish fuel for the ferry flight and any scheduled post-delivery flight training, the method of payment for such fuel, and fuel load for the ferry flight;
|
(ii)
|
the cargo to be loaded and where it is to be stowed on board the Aircraft, the address where cargo is to be shipped after flyaway and notification of any hazardous materials requiring special handling;
|
(iii)
|
any BFE equipment to be removed prior to flyaway and returned to Boeing BFE stores for installation on Customer's subsequent Aircraft;
|
P.A. 3866
|
|
October 10, 2012
|
|
BOEING PROPRIETARY
|
Page 3
|
(iv)
|
a complete list of names and citizenship of each crew member and non-revenue passenger who will be aboard the ferry flight; and
|
(v)
|
a complete ferry flight itinerary.
|
4.
|
DELIVERY ACTIONS BY BOEING.
|
Aircraft Model
|
Fuel Provided
|
737
|
[***]
|
5.
|
DELIVERY ACTIONS BY CUSTOMER.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 3866
|
|
October 10, 2012
|
|
BOEING PROPRIETARY
|
Page 4
|
P.A. 3866
|
|
October 10, 2012
|
|
BOEING PROPRIETARY
|
Page 5
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. AE1
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. AE1
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. AE1
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. AE1
|
|
Page 4
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. AE1
|
|
Page 5
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. AE1
|
|
Page 6
|
|
BOEING PROPRIETARY
|
|
ASA PA 3866
|
|
October 10, 2012
|
Supplemental Ex. BFE1
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
1.
|
Supplier Selection
.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA PA 3866
|
|
October 10, 2012
|
Supplemental Ex. BFE1
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA PA 3866
|
|
October 10, 2012
|
Supplemental Ex. BFE1
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
ASA PA 3866
|
|
October 10, 2012
|
Supplemental Ex. BFE1
|
|
Page 4
|
|
BOEING PROPRIETARY
|
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. CS1
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
1.
|
Maintenance Training
.
|
1.1
|
Mechanical/Power Plant Course; [***];
|
2.
|
Flight Training
.
|
3.
|
Planning Assistance
.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. CS1
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
(i)
|
Recommended Spares Parts List (
RSPL
)
. A customized RSPL, data and documents will be provided to identify spare parts required for Customer's support program.
|
(ii)
|
Illustrated Parts Catalog (
IPC
)
. A customized IPC in accordance with ATA 100 will be provided.
|
(iii)
|
Provisioning Training
. Provisioning training will be provided for Customer's personnel at Boeing's facilities, where documentation and technical expertise are available. Training is focused on the initial provisioning process and calculations reflected in the Boeing RSPL.
|
(iv)
|
Spares Provisioning Conference
. A provisioning conference will be conducted, normally at Boeing's facilities where technical data and personnel are available.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. CS1
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
4.
|
Technical Data and Documents
.
|
Airplane Flight Manual
|
Operations Manual
|
Quick Reference Handbook
|
Weight and Balance Manual
|
Dispatch Deviation Procedures Guide
|
Flight Crew Training Manual
Flight Planning and Performance Manual
|
Performance Engineer's Manual
|
Fault Reporting Manual
|
FMC Supplemental Data Document
|
Operational Performance Software
|
ETOPS Guide Vol. III
|
Aircraft Maintenance Manual
|
Wiring Diagram Manual
|
Systems Schematics Manual
|
Fault Isolation Manual
|
Structural Repair Manual
|
Overhaul/Component Maintenance Manual
|
Standard Overhaul Practices Manual
|
Standard Wiring Practices Manual
|
Non-Destructive Test Manual
|
Service Bulletins and Index
|
Corrosion Prevention Manual
|
Fuel Measuring Stick Calibration Document
|
Power Plant Buildup Manual
|
Combined Index
|
Significant Service Item Summary
|
All Operators Letters
|
Structural Item Interim Advisory and Index
|
Service Letters and Index
|
Maintenance Tips
|
Production Management Data Base (
PMDB
)
|
Electrical Connectors Options Document
|
Maintenance Planning Data Document
|
Maintenance Task Cards and Index
|
Maintenance Inspection Intervals Report
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. CS1
|
|
Page 4
|
|
BOEING PROPRIETARY
|
|
Illustrated Parts Catalog
|
Standards Books
|
Facilities and Equipment Planning Document
|
Special Tool & Ground Handling Equipment Drawings & Index
|
Supplementary Tooling Documentation
|
Illustrated Tool and Equipment Manual
|
Aircraft Recovery Document
|
Airplane Characteristics for Airport Planning Document
|
Aircraft Rescue and Firefighting Document
|
Engine Handling Document
|
Configuration, Maintenance and Procedures for ETOPS
|
ETOPS Guide Vols. I & II
|
Service Bulletins
|
Ground Support Equipment Data
|
Provisioning Information
|
Component Maintenance/Overhaul Manuals and Index
|
Publications Index
|
Product Support Supplier Directory
|
Fleet reliability views, charts, and reports
|
5.
|
Aircraft Information
.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. CS1
|
|
Page 5
|
|
BOEING PROPRIETARY
|
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. CS1
|
|
Page 6
|
|
BOEING PROPRIETARY
|
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. EE1
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. EE1
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. EE1
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. EE1
|
|
Page 4
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. EE1
|
|
Page 5
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. EE1
|
|
Page 6
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. EE1
|
|
Page 7
|
|
BOEING PROPRIETARY
|
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. SLP1
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
1.
|
Wing
.
|
(i)
|
Upper and lower wing skins and stiffeners between the forward and rear wing spars.
|
(ii)
|
Wing spar webs, chords and stiffeners.
|
(iii)
|
Inspar wing ribs.
|
(iv)
|
Inspar splice plates and fittings.
|
(v)
|
Main landing gear support structure.
|
(vi)
|
Wing center section lower beams, spanwise beams and floor beams, but not the seat tracks attached to floor beams.
|
(vii)
|
Wing‑to‑body structural attachments.
|
(viii)
|
Engine strut support fittings attached directly to wing primary structure.
|
(ix)
|
Support structure in the wing for spoilers and spoiler actuators; for aileron hinges and reaction links; and for leading edge devices and trailing edge flaps.
|
(x)
|
Trailing edge flap tracks and carriages.
|
(xi)
|
Aileron leading edge device and trailing edge flap internal, fixed attachment and actuator support structure.
|
2.
|
Body
.
|
(i)
|
External surface skins and doublers, longitudinal stiffeners, longerons and circumferential rings and frames between the forward pressure bulkhead and the vertical stabilizer rear spar bulkhead and structural support and enclosure for the APU but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. SLP1
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
(ii)
|
Window and windshield structure but excluding the windows and windshields.
|
(iii)
|
Fixed attachment structure of the passenger doors, cargo doors and emergency exits, excluding door mechanisms and movable hinge components. Sills and frames around the body openings for the passenger doors, cargo doors and emergency exits, excluding scuff plates and pressure seals.
|
(iv)
|
Nose wheel well structure, including the wheel well walls, pressure deck, bulkheads, and gear support structure.
|
(v)
|
Main gear wheel well structure including pressure deck and landing gear beam support structure.
|
(vi)
|
Floor beams and support posts in the control cab and passenger cabin area, but excluding seat tracks.
|
(vii)
|
Forward and aft pressure bulkheads.
|
(viii)
|
Keel structure between the wing front spar bulkhead and the main gear wheel well aft bulkhead including splices.
|
(ix)
|
Wing front and rear spar support bulkheads, and vertical and horizontal stabilizer front and rear spar support bulkheads including terminal fittings but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices.
|
(x)
|
Support structure in the body for the stabilizer pivot and stabilizer screw.
|
3.
|
Vertical Stabilizer
.
|
(i)
|
External skins between front and rear spars.
|
(ii)
|
Front, rear and auxiliary spar chords, webs and stiffeners and attachment fittings.
|
(iii)
|
Inspar ribs.
|
(iv)
|
Rudder hinges and supporting ribs, excluding bearings.
|
(v)
|
Support structure in the vertical stabilizer for rudder hinges, reaction links and actuators.
|
(vi)
|
Rudder internal, fixed attachment and actuator support structure.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. SLP1
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
4.
|
Horizontal Stabilizer
.
|
(i)
|
External skins between front and rear spars.
|
(ii)
|
Front and rear spar chords, webs and stiffeners.
|
(iii)
|
Inspar ribs.
|
(iv)
|
Stabilizer center section including hinge and screw support structure.
|
(v)
|
Support structure in the horizontal stabilizer for the elevator hinges, reaction links and actuators.
|
(vi)
|
Elevator internal, fixed attachment and actuator support structure.
|
5.
|
Engine Strut.
|
(i)
|
Strut external surface skin and doublers and stiffeners.
|
(ii)
|
Internal strut chords, frames and bulkheads.
|
(iii)
|
Strut to wing fittings and diagonal brace.
|
(iv)
|
Engine mount support fittings attached directly to strut structure and including the engine‑mounted support fittings.
|
6.
|
Main Landing Gear
.
|
(i)
|
Outer cylinder.
|
(ii)
|
Inner cylinder, including axles.
|
(iii)
|
Upper and lower side struts, including spindles, universals and reaction links.
|
(iv)
|
Drag strut.
|
(v)
|
Orifice support tube.
|
(vi)
|
Downlock links including spindles and universals.
|
(vii)
|
Torsion links.
|
(viii)
|
Bell crank.
|
(ix)
|
Trunnion link.
|
(x)
|
Actuator beam, support link and beam arm.
|
7.
|
Nose Landing Gear
.
|
(i)
|
Outer cylinder.
|
(ii)
|
Inner cylinder, including axles.
|
(iii)
|
Orifice support tube.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. SLP1
|
|
Page 4
|
|
BOEING PROPRIETARY
|
|
(iv)
|
Upper and lower drag strut, including lock links.
|
(v)
|
Steering plates and steering collars.
|
(vi)
|
Torsion links.
|
P.A. 3866
|
|
October 10, 2012
|
Supplemental Ex. SLP1
|
|
Page 5
|
|
BOEING PROPRIETARY
|
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
Open Matters
|
Reference:
|
Purchase Agreement No. 3866 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
) relating to Models 737-8 and 737-9 aircraft (
Aircraft
)
|
ASA-PA-3866-LA-09433
|
|
October 10, 2012
|
Open Matters
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
ASA-PA-3866-LA-09433
|
|
October 10, 2012
|
Open Matters
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
THE BOEING COMPANY
|
|
|
|
By
|
/s/ Lanine Lange
|
|
|
Its
|
Attorney-In-Fact
|
|
|
ACCEPTED AND AGREED TO this
|
|
|
|
Date:
October 10, 2012
|
|
|
|
ALASKA AIRLINES, INC.
|
|
|
|
By
|
/s/ Mark Eliasen
|
|
|
Its
|
VP/Finance & Treasurer
|
ASA-PA-3866-LA-09433
|
|
October 10, 2012
|
Open Matters
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
Seller Purchased Equipment
|
Reference:
|
Purchase Agreement No. 3866 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
) relating to Models 737-8 and 737-9 aircraft (
Aircraft
)
|
1.
|
General
|
(i)
|
for emergency/miscellaneous equipment
, providing standard supplier pricing, product support, warranty, spares, training and any additional support defined by Customer as a direct pass through to Customer at time of Aircraft delivery; and
|
ASA-PA-3866-LA-09434
|
|
October 10, 2012
|
Seller Purchased Equipment
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
(ii)
|
for seats, galleys, galley inserts, and in-flight entertainment and cabin communications systems (IFE/CCS), providing pricing that was negotiated directly with the suppliers, product support including spares support, warranty, training and any additional support defined by the Customer. Customer shall provide suppliers’ pricing to Boeing and shall obtain suppliers’ agreement to accept Boeing’s purchase orders reflecting the Customer negotiated pricing.
|
(i)
|
for emergency/miscellaneous equipment
, provide to Boeing the selected part specification/Customer requirements;
|
(ii)
|
for IFE/CCS,
participate with Boeing in meetings with such suppliers to ensure that suppliers’ functional system specifications meet Customer’s and Boeing’s respective requirements;
|
(iii)
|
for galleys
, provide to Boeing the definitive galley configuration requirements, including identification of refrigeration requirements and fixed and removable insert equipment by quantity, manufacturer and part number not later than eight (8) weeks prior to galley supplier selection dates in Attachment A.
|
(iv)
|
for seats, provide to Boeing the definitive seat configuration requirements not later than eight (8) weeks prior to seat supplier selection dates in Attachment A.
|
ASA-PA-3866-LA-09434
|
|
October 10, 2012
|
Seller Purchased Equipment
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
(i)
|
placing and managing the purchase orders with the suppliers;
|
(ii)
|
coordinating with the suppliers on technical issues;
|
(iii)
|
for seats, galleys, galley inserts and IFE/CCS confirming the agreed to pricing with both the Customer and supplier;
|
(iv)
|
for IFE/CCS providing Aircraft interface requirements to suppliers and assisting suppliers in the development of their IFE/CCS system specifications and approving such specifications;
|
(v)
|
ensuring that the delivered SPE complies with the part specification;
|
(vi)
|
obtaining certification of the Aircraft with the SPE installed;
|
(vii)
|
for miscellaneous/emergency equipment, obtaining standard supplier pricing, and obtaining for Customer copies of product support, warranty, spares, training, and any additional support documentation defined by the Customer which shall be provided to Customer prior to delivery of the Aircraft.
|
ASA-PA-3866-LA-09434
|
|
October 10, 2012
|
Seller Purchased Equipment
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
ASA-PA-3866-LA-09434
|
|
October 10, 2012
|
Seller Purchased Equipment
|
|
Page 4
|
|
BOEING PROPRIETARY
|
|
ASA-PA-3866-LA-09434
|
|
October 10, 2012
|
Seller Purchased Equipment
|
|
Page 5
|
|
BOEING PROPRIETARY
|
|
THE BOEING COMPANY
|
|
|
|
By
|
/s/ Lanine Lange
|
|
|
Its
|
Attorney-In-Fact
|
|
|
ACCEPTED AND AGREED TO this
|
|
|
|
Date:
October 10, 2012
|
|
|
|
ALASKA AIRLINES, INC.
|
|
|
|
By
|
/s/ Mark Eliasen
|
|
|
Its
|
VP/Finance & Treasurer
|
ASA-PA-3866-LA-09434
|
|
October 10, 2012
|
Seller Purchased Equipment
|
|
Page 6
|
|
BOEING PROPRIETARY
|
|
1.
|
Supplier Selection
.
|
1.1.
|
Select and notify Boeing of the suppliers and part numbers of the following SPE items by the following dates:
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09434 – Attachment A
|
|
October 10, 2012
|
Seller Purchased Equipment
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
Spare Parts Initial Provisioning
|
Reference:
|
a) Purchase Agreement No3866 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airline, Inc. (
Customer
) relating to Models 737-8 and 737-9 aircraft (
Aircraft
)
|
b)
|
Customer Services General Terms Agreement No. 90-2 (
CSGTA
) between Boeing and Customer
|
1.
|
Definitions
.
|
ASA-PA-3866-LA-09435
|
|
October 10, 2012
|
Spare Parts Initial Provisioning
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
2.
|
Phased Provisioning
.
|
ASA-PA-3866-LA-09435
|
|
October 10, 2012
|
Spare Parts Initial Provisioning
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
4.
|
Delivery
.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09435
|
|
October 10, 2012
|
Spare Parts Initial Provisioning
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
5.
|
Substitution for Obsolete Spare Parts
.
|
6.
|
Repurchase of Provisioning Items
.
|
ASA-PA-3866-LA-09435
|
|
October 10, 2012
|
Spare Parts Initial Provisioning
|
|
Page 4
|
|
BOEING PROPRIETARY
|
|
7.
|
Title and Risk of Loss
.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09435
|
|
October 10, 2012
|
Spare Parts Initial Provisioning
|
|
Page 5
|
|
BOEING PROPRIETARY
|
|
8.
|
Termination for Excusable Delay
.
|
9.
|
Order of Precedence
.
|
THE BOEING COMPANY
|
||
|
||
By
|
/s/ Lanine Lange
|
|
|
||
Its
|
Attorney-In-Fact
|
|
|
||
ACCEPTED AND AGREED TO this
|
||
|
||
Date:
|
October 10, 2012
|
|
|
||
ALASKA AIRLINES, INC.
|
||
|
||
By
|
/s/ Mark Eliasen
|
|
|
||
Its
|
VP/Finance & Treasurer
|
ASA-PA-3866-LA-09435
|
|
October 10, 2012
|
Spare Parts Initial Provisioning
|
|
Page 6
|
|
BOEING PROPRIETARY
|
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
Demonstration Flight Waiver
|
Reference:
|
Purchase Agreement No. PA-3866 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
) relating to Models 737-8 and 737-9 aircraft (
Aircraft
)
|
Aircraft Model
|
Total Fuel Entitlement
(U.S. Gallons) |
737
|
[***]
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09436
|
|
October 10, 2012
|
Demonstration Flight Waiver
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
THE BOEING COMPANY
|
||
|
||
By
|
/s/ Lanine Lange
|
|
|
||
Its
|
Attorney-In-Fact
|
|
|
||
ACCEPTED AND AGREED TO this
|
||
|
||
Date:
|
October 10, 2012
|
|
|
||
ALASKA AIRLINES, INC.
|
||
|
||
By
|
/s/ Mark Eliasen
|
|
|
||
Its
|
VP/Finance & Treasurer
|
ASA-PA-3866-LA-09436
|
|
October 10, 2012
|
Demonstration Flight Waiver
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
AGTA Matters
|
Reference:
|
a) Purchase Agreement No. 3866 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
) relating to Models 737-8 and 737-9 aircraft (
Aircraft
)
|
b)
|
Aircraft General Terms Agreement No. AGTA-ASA (the
AGTA
) between Boeing and Customer dated June 15, 2005
|
b)
|
Letter Agreement 6-1162-MSA-591(AGTA Terms Revisions Letter Agreement) between Boeing and Customer dated June 15, 2005
|
1.
|
AGTA Basic Articles
.
|
ASA-PA-3866-LA-09437
|
|
October 10, 2012
|
AGTA Matters
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
2.
|
Appendices to the AGTA
.
|
3.
|
Exhibit C to the AGTA, “Product Assurance Document”
.
|
THE BOEING COMPANY
|
||
|
||
By
|
/s/ Lanine Lange
|
|
|
||
Its
|
Attorney-In-Fact
|
|
|
||
ACCEPTED AND AGREED TO this
|
||
|
||
Date:
|
October 10, 2012
|
|
|
||
ALASKA AIRLINES, INC.
|
||
|
||
By
|
/s/ Mark Eliasen
|
|
|
||
Its
|
VP/Finance & Treasurer
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09437
|
|
October 10, 2012
|
AGTA Matters
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
Promotional Support – 737-8 and 737-9
|
Reference:
|
Purchase Agreement No. 3866 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
) relating to Models 737-8 and 737-9 aircraft (
Aircraft
)
|
1.
|
Definitions
.
|
ASA-PA-3866-LA-09438
|
|
October 10, 2012
|
Promotional Support
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
2.
|
Commitment Limit
.
|
3.
|
Methods of Performance
.
|
4.
|
Project Approval
.
|
5.
|
Assignment
.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09438
|
|
October 10, 2012
|
Promotional Support
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
6.
|
Confidential Treatment
.
|
THE BOEING COMPANY
|
|
|
|
By
|
/s/ Lanine Lange
|
|
|
Its
|
Attorney-In-Fact
|
|
|
ACCEPTED AND AGREED TO this
|
|
|
|
Date:
|
October 10, 2012
|
|
|
ALASKA AIRLINES, INC.
|
|
|
|
By
|
/s/ Mark Eliasen
|
|
|
Its
|
VP/Finance & Treasurer
|
ASA-PA-3866-LA-09438
|
|
October 10, 2012
|
Promotional Support
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
Special Matters – Models 737-8 and 737-9
|
Reference:
|
1) Purchase Agreement No. 3866 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
) relating to Models 737-8 aircraft (
737-8 Aircraft
) and 737-9 aircraft (
737-9 Aircraft
) (collectively the
Aircraft
)
|
1.
|
Credit Memoranda
.
|
2.
|
Escalation of Credit Memoranda
.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09439
|
|
October 10, 2012
|
Special Matters – Models 737-8 and 737-9
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
3.
|
[***]
Customer’s purchase of the Aircraft [***], upon execution of Purchase Agreement for the Aircraft. [***].
|
4.
|
Substitute Aircraft.
|
5.
|
[***]
|
6.
|
Assignment
.
|
7.
|
Confidentiality
.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09439
|
|
October 10, 2012
|
Special Matters – Models 737-8 and 737-9
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
THE BOEING COMPANY
|
||
|
||
By
|
/s/ Lanine Lange
|
|
|
||
Its
|
Attorney-In-Fact
|
|
|
||
ACCEPTED AND AGREED TO this
|
||
|
||
Date:
|
October 10, 2012
|
|
|
||
ALASKA AIRLINES, INC.
|
||
|
||
By
|
/s/ Mark Eliasen
|
|
|
||
Its
|
VP/Finance & Treasurer
|
ASA-PA-3866-LA-09439
|
|
October 10, 2012
|
Special Matters – Models 737-8 and 737-9
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASP-PA-03866-LA-09440 62010-1O.TXT
|
Boeing Propriety
|
Page 1
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASP-PA-03866-LA-09440 62010-1O.TXT
|
Boeing Propriety
|
Page 2
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASP-PA-03866-LA-09440 62010-1O.TXT
|
Boeing Propriety
|
Page 3
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASP-PA-03866-LA-09440_60691-1O.TXT
|
Boeing Propriety
|
Page 1
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASP-PA-03866-LA-09440_60691-1O.TXT
|
Boeing Propriety
|
Page 2
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
[***] Aircraft
|
Reference:
|
Purchase Agreement No. 3866 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
) relating to Models 737-8 and 737-9 aircraft (
Aircraft
)
|
1.
|
Right to
[***].
|
2.
|
Delivery
.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09440
|
|
October 10, 2012
|
[***] Aircraft
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
3.
|
Configuration
.
|
4.
|
Price
.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09440
|
|
October 10, 2012
|
[***] Aircraft
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
5.
|
Payment
.
|
6.
|
[***]
|
7.
|
Definitive Agreement
.
|
8.
|
Assignment
.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09440
|
|
October 10, 2012
|
[***] Aircraft
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
9.
|
Confidential Treatment
.
|
THE BOEING COMPANY
|
||
|
||
By
|
/s/ Lanine Lange
|
|
|
||
Its
|
Attorney-In-Fact
|
|
|
||
ACCEPTED AND AGREED TO this
|
||
|
||
Date:
|
October 10, 2012
|
|
|
||
ALASKA AIRLINES, INC.
|
||
|
||
By
|
/s/ Mark Eliasen
|
|
|
||
Its
|
VP/Finance & Treasurer
|
ASA-PA-3866-LA-09440
|
|
October 10, 2012
|
[***] Aircraft
|
|
Page 4
|
|
BOEING PROPRIETARY
|
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
Aircraft Model Substitution
|
Reference:
|
Purchase Agreement No. 3866 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
) relating to Models 737-8 and 737-9 aircraft (
Aircraft
)
|
(i)
|
no later than the first day of the month that is [***] prior to the scheduled month of delivery of the Aircraft for which it will be substituted, provided that a Substitute Aircraft has been previously certified and delivered to Customer, or;
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09441
|
|
October 10, 2012
|
Aircraft Model Substitution
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
(ii)
|
no later than the first day of the month that is [***] prior to the scheduled month of delivery of the Aircraft for which it will be substituted, if a Substitute Aircraft has not been previously certified and delivered to Customer; and
|
(ii)
|
any substitution into a Boeing Model 737-8 or 737-9 may not later be substituted to any other Boeing Model aircraft.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09441
|
|
October 10, 2012
|
Aircraft Model Substitution
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09441
|
|
October 10, 2012
|
Aircraft Model Substitution
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09441
|
|
October 10, 2012
|
Aircraft Model Substitution
|
|
Page 4
|
|
BOEING PROPRIETARY
|
|
THE BOEING COMPANY
|
||
|
||
By
|
/s/ Lanine Lange
|
|
|
||
Its
|
Attorney-In-Fact
|
|
|
||
ACCEPTED AND AGREED TO this
|
||
|
||
Date:
|
October 10, 2012
|
|
|
||
ALASKA AIRLINES, INC.
|
||
|
||
By
|
/s/ Mark Eliasen
|
|
|
||
Its
|
VP/Finance & Treasurer
|
ASA-PA-3866-LA-09441
|
|
October 10, 2012
|
Aircraft Model Substitution
|
|
Page 5
|
|
BOEING PROPRIETARY
|
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
Right to [***]
|
Reference:
|
Purchase Agreement No. 3866 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
) relating to Models 737-8 and 737-9 aircraft (
Aircraft
)
|
1.
|
Right to
[***]
|
2.
|
Delivery
.
|
3.
|
Configuration
.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09442
|
|
October 10, 2012
|
Right to
[
***]
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
4.
|
Price
.
|
5.
|
Payment
.
|
6.
|
Notice of
[***]
and Payment of Deposit
.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09442
|
|
October 10, 2012
|
Right to
[
***]
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
7.
|
Definitive Agreement
.
|
8.
|
General Expiration of Rights
.
|
9.
|
Assignment
.
|
10.
|
Confidential Treatment
.
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09442
|
|
October 10, 2012
|
Right to
[
***]
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
THE BOEING COMPANY
|
|
|
|
By
|
/s/ Lanine Lange
|
|
|
Its
|
Attorney-In-Fact
|
|
|
ACCEPTED AND AGREED TO this
|
|
|
|
Date:
October 10, 2012
|
|
|
|
ALASKA AIRLINES, INC.
|
|
|
|
By
|
/s/ Mark Eliasen
|
|
|
Its
|
VP/Finance & Treasurer
|
ASA-PA-3866-LA-09442
|
|
October 10, 2012
|
Right to
[
***]
|
|
Page 4
|
|
BOEING PROPRIETARY
|
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
Agreement for [***]
|
Reference:
|
Purchase Agreement No. 3866 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
) relating to Models 737-8 and 737-9 aircraft (
Aircraft
)
|
1.
|
[***]
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09443
|
|
October 10, 2012
|
Agreement for [***]
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09443
|
|
October 10, 2012
|
Agreement for [***]
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09443
|
|
October 10, 2012
|
Agreement for [***]
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
THE BOEING COMPANY
|
|
|
|
By
|
/s/ Lanine Lange
|
|
|
Its
|
Attorney-In-Fact
|
|
|
ACCEPTED AND AGREED TO this
|
|
|
|
Date:
|
October 10, 2012
|
|
|
ALASKA AIRLINES, INC.
|
|
|
|
By
|
/s/ Mark Eliasen
|
|
|
Its
|
VP/Finance & Treasurer
|
ASA-PA-3866-LA-09443
|
|
October 10, 2012
|
Agreement for [***]
|
|
Page 4
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
AERO-B-BBA4-M12-0594
|
BOEING PROPRIETARY
|
SS12-0309
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
AERO-B-BBA4-M12-0594
|
BOEING PROPRIETARY
|
SS12-0309
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
AERO-B-BBA4-M12-0594
|
BOEING PROPRIETARY
|
SS12-0309
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
AERO-B-BBA4-M12-0594
|
BOEING PROPRIETARY
|
SS12-0309
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
AERO-B-BBA4-M12-0594
|
BOEING PROPRIETARY
|
SS12-0309
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
AERO-B-BBA4-M12-0594
|
BOEING PROPRIETARY
|
SS12-0309
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
AERO-B-BBA4-M12-0594
|
BOEING PROPRIETARY
|
SS12-0309
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
AERO-B-BBA4-M12-0594
|
BOEING PROPRIETARY
|
SS12-0309
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PBO-1208304R2
|
|
SS12-0309
|
AERO-B-BBA4-M12-0595
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PBO-1208304R2
|
|
SS12-0309
|
AERO-B-BBA4-M12-0595
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PBO-1208304R2
|
|
SS12-0309
|
AERO-B-BBA4-M12-0595
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PBO-1208304R2
|
|
SS12-0309
|
AERO-B-BBA4-M12-0595
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PBO-1208304R2
|
|
SS12-0309
|
AERO-B-BBA4-M12-0595
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PBO-1208304R2
|
|
SS12-0309
|
AERO-B-BBA4-M12-0595
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PBO-1208304R2
|
|
SS12-0309
|
AERO-B-BBA4-M12-0595
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PBO-1208304R2
|
|
SS12-0309
|
AERO-B-BBA4-M12-0595
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PBO-1208304R2
|
|
SS12-0309
|
AERO-B-BBA4-M12-0595
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PBO-1208304R2
|
|
SS12-0309
|
AERO-B-BBA4-M12-0595
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PBO-1208304R2
|
|
SS12-0309
|
AERO-B-BBA4-M12-0595
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PBO-1208304R2
|
|
SS12-0309
|
AERO-B-BBA4-M12-0595
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PBO-1208304R2
|
|
SS12-0309
|
AERO-B-BBA4-M12-0595
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PBO-1208304R2
|
|
SS12-0309
|
AERO-B-BBA4-M12-0595
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PBO-1208304R2
|
|
SS12-0309
|
AERO-B-BBA4-M12-0595
|
BOEING PROPRIETARY
|
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
[***] – Non-Excusable Delay
|
Reference:
|
Purchase Agreement No. 3866 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
) relating to Models 737-8 and 737-9 aircraft (
Aircraft
)
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09444
|
|
October 10, 2012
|
[***]– Non-Excusable Delay
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09444
|
|
October 10, 2012
|
[***]– Non-Excusable Delay
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09444
|
|
October 10, 2012
|
[***]– Non-Excusable Delay
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
THE BOEING COMPANY
|
|
|
|
By
|
/s/ Lanine Lange
|
|
|
Its
|
Attorney-In-Fact
|
|
|
ACCEPTED AND AGREED TO this
|
|
|
|
Date:
October 10, 2012
|
|
|
|
ALASKA AIRLINES, INC.
|
|
|
|
By
|
/s/ Mark Eliasen
|
|
|
Its
|
VP/Finance & Treasurer
|
ASA-PA-3866-LA-09444
|
|
October 10, 2012
|
[***]– Non-Excusable Delay
|
|
Page 4
|
|
BOEING PROPRIETARY
|
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
Special Matters – [***]
|
Reference:
|
a) Purchase Agreement No. 3866 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
) relating to Models 737-8 and 737-9 aircraft (
Aircraft
)
|
b)
|
Letter Agreement ASA-PA-3866-LA-09440 entitled [***] of Models 737-8 aircraft [***] and 737-9 aircraft [***]
|
1.
|
[***]
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09445
|
|
October 10, 2012
|
Special Matters – [***]
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
2.
|
[***]
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09445
|
|
October 10, 2012
|
Special Matters – [***]
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
3.
|
Assignment
.
|
4.
|
Confidentiality
.
|
THE BOEING COMPANY
|
||
|
||
By
|
/s/ Lanine Lange
|
|
|
||
Its
|
Attorney-In-Fact
|
|
|
||
ACCEPTED AND AGREED TO this
|
||
|
||
Date:
|
October 10, 2012
|
|
|
||
ALASKA AIRLINES, INC.
|
||
|
||
By
|
/s/ Mark Eliasen
|
|
|
||
Its
|
VP/Finance & Treasurer
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09445
|
|
October 10, 2012
|
Special Matters – [***]
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
Special Matters – [***]
|
Reference:
|
a) Purchase Agreement No. 3866 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
) relating to Models 737-8 aircraft and 737-9 aircraft (
Aircraft
)
|
b)
|
Letter Agreement ASA-PA-3866-LA-09442 entitled [***]
|
1.
|
[***]
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09446
|
|
October 10, 2012
|
Special Matters – [***]
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
2.
|
[***]
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09446
|
|
October 10, 2012
|
Special Matters – [***]
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
3.
|
Assignment.
|
4.
|
Confidentiality.
|
THE BOEING COMPANY
|
||
|
||
By
|
/s/ Lanine Lange
|
|
|
||
Its
|
Attorney-In-Fact
|
|
|
||
ACCEPTED AND AGREED TO this
|
||
|
||
Date:
|
October 10, 2012
|
|
|
||
ALASKA AIRLINES, INC.
|
||
|
||
By
|
/s/ Mark Eliasen
|
|
|
||
Its
|
VP/Finance & Treasurer
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-3866-LA-09446
|
|
October 10, 2012
|
Special Matters – [***]
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
[***] Matters
|
Reference:
|
Purchase Agreement No. PA-03866 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and Alaska Airlines, Inc. (
Customer
) relating to Models 737-8 and 737-9 aircraft (
Aircraft
)
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-03866-LA-09447
|
|
|
[***]
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-03866-LA-09447
|
|
|
[***]
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
THE BOEING COMPANY
|
||
|
||
By
|
/s/ Lanine Lange
|
|
|
||
Its
|
Attorney-In-Fact
|
|
|
||
ACCEPTED AND AGREED TO this
|
||
|
||
Date:
|
October 10, 2012
|
|
|
||
ALASKA AIRLINES, INC.
|
||
|
||
By
|
/s/ Mark Eliasen
|
|
|
||
Its
|
VP/Finance & Treasurer
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
ASA-PA-03866-LA-09447
|
|
|
[***]
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
Proposal Related to [***]
|
References:
|
a) Proposal No. ASA-PBO-1208304R2 dated August 17, 2012 and Proposal No. ASA-PBO-1208417R2 dated August 31, 2012 (collectively referred to as “
Aircraft Proposals”
)
|
1.
|
[***]
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
6-1162-LLL-0021
|
|
Page 1
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
6-1162-LLL-0021
|
|
Page 2
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
6-1162-LLL-0021
|
|
Page 3
|
|
BOEING PROPRIETARY
|
|
THE BOEING COMPANY
|
|
/s/ Lanine L. Lange
|
Lanine L. Lange
|
|
Aircraft Contracts
|
Boeing Commercial Airplanes
|
|
Attachment
|
6-1162-LLL-0021
|
|
Page 4
|
|
BOEING PROPRIETARY
|
|
*
|
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
Name
|
State of Incorporation
|
Alaska Airlines, Inc.
|
Alaska
|
Horizon Air Industries, Inc.
|
Washington
|
AAG Fueling Services, Inc.
|
Delaware
|
AAG Leasing, Inc.
|
Delaware
|
AAGL-I
|
Delaware
|
Air Group Leasing Equity, Inc.
|
Delaware
|
Air Group Leasing, Inc.
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of Alaska Air Group, Inc. for the period ended
December 31, 2012
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
e)
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ BRADLEY D. TILDEN
|
|
Bradley D. Tilden
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Alaska Air Group, Inc. for the period ended
December 31, 2012
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ BRANDON S. PEDERSEN
|
|
Brandon S. Pedersen
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ BRADLEY D. TILDEN
|
|
Bradley D. Tilden
|
|
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ BRANDON S. PEDERSEN
|
|
Brandon S. Pedersen
|
|
Chief Financial Officer
|