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February 18, 2005
(Date of earliest event reported)


(Exact Name of Registrant as Specified in Its Charter)

(State or Other Jurisdiction of Incorporation)

1-8957   91-1292054
(Commission File Number)   (IRS Employer Identification No.)
19300 International Boulevard, Seattle, Washington   98188
(Address of Principal Executive Offices)   (Zip Code)

(206) 392-5040

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




ITEM 7.01. Regulation FD Disclosure

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This report may contain forward-looking statements that are intended to be subject to the safe harbor protection provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or our future financial performance and involve known and unknown risks and uncertainties that may cause our actual results or performance to be materially different from those indicated by any forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “forecast,” “may,” “will,” “could,” “should,” “expect,” “plan,” “believe,” “potential” or other similar words indicating future events or contingencies. Some of the things that could cause our actual results to differ from our expectations are: changes in our operating costs including fuel; the competitive environment and other trends in our industry; economic conditions; our reliance on automated systems; actual or threatened terrorist attacks, global instability and potential U.S. military involvement; our ability to meet our cost reduction goals; the outcome of contract talks with the Air Line Pilots Association, whether as a result of negotiations or binding arbitration; labor disputes; changes in laws and regulations; liability and other claims asserted against us; failure to expand our business; interest rates and the availability of financing; our ability to attract and retain qualified personnel; changes in our business plans; our significant indebtedness; downgrades of our credit ratings; and inflation. For a discussion of these and other risk factors, see Item 1 of the Company’s Amendment No. 1 to its Annual Report for the year ended December 31, 2003 on Form 10-K/A. All of the forward-looking statements are qualified in their entirety by reference to the risk factors discussed therein. These risk factors may not be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. Management cannot predict such new risk factors, nor can it assess the impact, if any, of such new risk factors on our business or events described in any forward-looking statements. We disclaim any obligation to publicly update or revise any forward-looking statements after the date of this report to conform them to actual results.


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ITEM 7.01. Regulation FD Disclosure
Pursuant to 17 CFR Part 243 (“Regulation FD”), the Company is submitting information relating to its financial and operational outlook for 2005. This report includes information regarding forecasts of available seat miles (ASMs), cost per available seat mile (CASM) excluding fuel consumption, as well as certain actual results for revenue passenger miles (RPMs), load factor and revenue per available seat mile (RASM), for its subsidiaries Alaska Airlines, Inc. and Horizon Air. Our disclosure of operating cost per available seat mile, excluding fuel provides us the ability to measure and monitor our performance without these items. In addition, we believe the disclosure of financial performance without mark-to-market hedging gains is useful to investors in evaluating our ongoing operational performance. The most directly comparable GAAP measure is total operating expense per available seat mile. However, due to the large fluctuations in fuel prices, we are unable to predict total operating expense for any future period with any degree of certainty. Please see the cautionary statement under “Forward-Looking Information.”

In accordance with General Instruction B.2 of Form 8-K, the following information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This Report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

References in this report on Form 8-K to “Air Group,” “the Company,” “we,” “us,” and “our” refer to Alaska Air Group, Inc. and its subsidiaries, unless otherwise specified. Alaska Airlines, Inc. and Horizon Air Industries, Inc. are referred to as “Alaska” and “Horizon,” respectively, and together as our “airlines.”


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First Quarter 2005

    Forecast     Change  
    Q1     Yr/Yr  
Alaska Airlines
Capacity (ASMs in millions)
    5,387       4.0 %
Fuel gallons (000,000)
    84.0       1.3 %
Cost per ASM as reported on a GAAP basis (cents)
    10.4       (0.4 )%
Less: Fuel cost per ASM (cents)
    2.1       16.7 %
Cost per ASM excluding fuel (cents)
    8.3       (4.1 %)

Alaska Airlines’ January traffic increased 10.8% to 1.249 billion RPMs from 1.127 billion flown a year earlier. Capacity during January was 1.814 billion ASMs, 8.4% higher than the 1.674 billion in January 2004. The passenger load factor (the percentage of available seats occupied by fare-paying passengers) for the month was 68.8%, compared to 67.3% in January 2004. The airline carried 1,231,300 passengers compared to 1,122,200 in January 2004.

For January 2005, RASM decreased by 0.8% as compared to January 2004 due to a decrease in yield partially offset by the load factor increase.

For Alaska, our forecast of cost per available seat mile and fuel cost per available seat mile is based on forward-looking estimates which will likely differ from actual results due to the volatility of fuel prices. Factors impacting our estimates include (but are not limited to) volatility of fuel prices. As we are unable to apply hedge accounting, the majority of the benefit we realize from settled fuel hedge contracts is classified in other non-operating income on our statement of operations and is thus not reflected in fuel cost per ASM above.


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    Forecast     Change  
    Q1     Yr/Yr  
Horizon Air
Capacity (ASMs in millions)
    774       11.8 %
Fuel gallons (000,000)
    12.1       0.5 %
Cost per ASM as reported on a GAAP basis (cents)
    16.4       (3.4 %)
Less: Fuel cost per ASM (cents)
    2.2       4.8 %
Cost per ASM excluding fuel (cents)
    14.2       (5.0 %)

Horizon Air’s January traffic increased 33.6% to 171.0 million RPMs from 128.0 million flown a year earlier. Capacity for January was 259.9 million ASMs, 27.7% higher than the 203.6 million in January 2004. The passenger load factor for the month was 65.9%, compared to 62.9% in January 2004. The airline carried 473,300 passengers compared to 372,000 in January 2004.

For the first quarter of 2005, CASM excluding fuel is expected to decrease 5.0% compared to the first quarter of 2003, reflecting changes in Horizon’s flying mix from the traditional native network to a mix of native network flying and contract flying with Frontier Airlines, which began in January of 2004 and built up through the first half of 2004.

For January 2005, RASM decreased by 4.9% as compared to January 2004 resulting from an increase in contract flying with Frontier, which has significantly lower RASM than our system average.

For Horizon, our forecast of cost per available seat mile and fuel cost per available seat mile is based on forward-looking estimates which will likely differ significantly from actual results. Factors impacting our estimates include (but are not limited to) volatility of fuel prices. As we are unable to apply hedge accounting, the majority of the benefit we realize from settled fuel hedge contracts is classified in other non-operating income on our statement of operations and is thus not reflected in fuel cost per ASM above.


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Other Financial Information

Liquidity and Capital Resources
Cash and short-term investments totaled approximately $813 million at January 31, 2005 compared to $874 million at December 31, 2004. The decrease of $61 million is principally due to semi-annual aircraft lease payments made for Horizon aircraft, partially offset by cash generated from operations.

Alaska’s $150 Million Credit Facility expired on December 23, 2004. The Company is currently negotiating a replacement facility and expects to close the new transaction during the first quarter 2005.

Fuel Hedging
Beginning in the second quarter of 2004, we lost the ability to defer, as a component of Accumulated Other Comprehensive Income, recognition of any unrealized gain or loss on our fuel hedge contracts until the hedged fuel is consumed (also known as the ability to use “hedge accounting”). The implications of this loss going forward are as follows:

  •   we will have more volatile earnings as we mark our entire hedge portfolio to market each period-end and report the gain or loss in other non-operating income or expense,
  •   because we mark our portfolio to market each period, the impact of the fuel hedging program will not be included in our results in the same period as the related fuel is purchased and consumed.

To help investors understand our results, we are providing unaudited information about fuel price movements and the impact of our hedging program on our financial results. Management believes it is useful to compare results between periods that exclude the hedging gains/losses recorded on a GAAP basis and include the cash received or due on hedge positions settled during the period (although the related impact may have been recognized for financial reporting purposes in a prior period). We refer to this as the comparison of “economic fuel cost”, which is presented below for January 2005.


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Calculation of Economic Fuel Cost Per Gallon

January 2005   Alaska Airlines     Alaska Airlines     Horizon Air     Horizon Air  
(unaudited)   (000s)     Cost/Gal     (000s)     Cost/Gal (cents)  
Fuel expense before hedge activities (“raw fuel”)
  $ 39,885     $ 1.40     $ 5,897     $ 1.46  
Gains on settled hedges included in fuel expense
    1,231       .05       63       .01  
GAAP fuel expense
  $ 38,654     $ 1.35     $ 5,834     $ 1.45  
Gains on settled hedges included in non-operating income*
    4,133       .14       738       .19  
Economic fuel expense
  $ 34,521     $ 1.21     $ 5,096     $ 1.26  
% Change from prior year
    15.4 %     10.0 %     12.4 %     6.8 %
Mark-to-Market Adjustment Related to Unsettled Hedges
Mark-to-market gains included in non-operating income related to hedges that settle in future periods
  $ 19,811     NM   $ 3,621     NM

*Amounts may include mark-to-market hedging gains (losses) recognized in non-operating income (expense) in previous periods.


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Alaska Air Group’s future hedge positions are as follows:

    Approximate % of   Approximate  
    Expected Fuel   Crude Oil Price  
    Requirements   per Barrel  
First Quarter 2005
  50%   $ 29.86  
Second Quarter 2005
  50%   $ 28.97  
Third Quarter 2005
  50%   $ 28.81  
Fourth Quarter 2005
  50%   $ 31.85  
First Quarter 2006
  50%   $ 35.70  
Second Quarter 2006
  40%   $ 38.01  
Third Quarter 2006
  35%   $ 39.70  
Fourth Quarter 2006
  25%   $ 40.97  
First Quarter 2007
  15%   $ 40.51  
Second Quarter 2007
  10%   $ 39.44  
Third Quarter 2007
  10%   $ 39.12  
Fourth Quarter 2007
  5%   $ 42.65  

Operating Fleet Plan
The following table provides a fleet summary for Alaska and Horizon for actual airplanes on hand as of the date of this report and changes during the remainder of 2005 and 2006 based on our contractual commitments and expected retirement plans:

                    Expected Change        
                    During     Expected Change  
            On Hand     Remainder     During  
    Seats     Feb. 18, 2004     of 2005     2006  
Alaska Airlines
    111       7       (1 )     (4 )
    144       40                  
    120       22               (2 )
    160       1       2       3  
    172       12                  
    140       26                  
            108       1       (3 )
Horizon Air
    37       28                  
    70       19       (1 )        
CRJ 700
    70       18       1       2  
            65       0       2  

Alaska has no firm commitments for aircraft deliveries beyond 2006. Horizon has two CRJ 700s scheduled for delivery per year from 2006 to 2009 and none thereafter.


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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: February 18, 2005
/s/ Brandon S. Pedersen

Brandon S. Pedersen
Staff Vice President/Finance and Controller
/s/ Bradley D. Tilden

Bradley D. Tilden
Executive Vice President/Finance and Chief Financial Officer