EX-99.3 4 ex993-alaskahawaiianprofor.htm EX-99.3
Exhibit 99.3
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Information
The following presents certain unaudited pro forma condensed combined statements of operations for the quarter-to-date periods ending March 31, 2024 and June 30, 2024. The pro forma financial information is based upon the combined historical financial statements of Alaska Air Group, Inc., ("Air Group") and Hawaiian Holdings, Inc., (“Hawaiian”), after giving effect to Air Group’s purchase of all the issued and outstanding shares of Hawaiian by means of a merger (the “Merger”). The combined pro forma information includes adjustments in accordance with Article 11 of Regulation S-X to illustrate the effects of the merger as if it had occurred on January 1, 2023, the beginning of the earliest period presented.
Management believes pro forma combined operating results for prior periods are useful for the purpose of comparing our actual or expected future operating results, as it provides a relevant baseline for identifying trends in the overall operating performance of our business. Management also believes the recalculation of certain operating statistics, unit metrics and certain non-GAAP measures on a pro forma basis to be useful in review of operating results.
"Other Adjustments" in the unaudited pro forma combined statements of operations reflect the preliminary allocation of the purchase price to the acquired assets and liabilities based upon estimates of fair values. These adjustments are provisional and subject to further adjustment up to September 18, 2025 as additional information becomes available, additional analyses are performed and as warranted by changes in current conditions and future expectations. Differences between these preliminary estimates and the final acquisition accounting will occur and these differences could have a material impact on the unaudited pro forma condensed combined financial information and the Combined Company’s future results of operations.
The unaudited pro forma condensed combined financial information is presented for informational purposes only. Such information is not necessarily indicative of the operating results or financial position that actually would have been achieved if the Merger had been consummated on the dates indicated or that the Combined Company may achieve in future periods. Specifically, the unaudited pro forma condensed combined financial information does not include any projected synergies expected to be achieved as a result of the Merger or any associated costs that may be incurred to achieve any projected synergies. The unaudited pro forma condensed combined financial information also exclude the costs associated with any integration activities that may result from the Merger.
1

ALASKA AIR GROUP
Unaudited Pro Forma Condensed Combined Statement of Operations
Three Months Ended March 31, 2024

| As Reported |  | Pro Forma
(in millions, except statistical data) | Alaska |  | Hawaiian |  | Reclassification and Policy Adjustments |  | Other |  |  |  |  | Condensed Combined Pro Forma
Operating Revenue |  |  |  |  |  |  |  |  |  |  |  |
Passenger revenue | $ | 2,004 |  |  | $ | 583 |  |  | $ | 2 |  |  | $ | — |  |  |  |  |  | $ | 2,589 |
Mileage Plan other revenue | 164 |  |  | — |  |  | (29) |  |  | — |  |  |  |  |  | 135 |
Cargo and other revenue | 64 |  |  | 62 |  |  | 26 |  |  | — |  |  |  |  |  | 152 |
Total Operating Revenue | 2,232 |  |  | 645 |  |  | (1) |  |  | — |  |  |  |  |  | 2,876 |
Wages and benefits | 804 |  |  | 262 |  |  | (5) |  |  | — |  | (a) |  |  |  | 1,061 |
Variable incentive pay | 44 |  |  | — |  |  | 5 |  |  | — |  |  |  |  |  | 49 |
Aircraft fuel, including hedging gains and losses | 565 |  |  | 189 |  |  | 5 |  |  | — |  |  |  |  |  | 759 |
Aircraft maintenance | 122 |  |  | 71 |  |  | 5 |  |  | — |  |  |  |  |  | 198 |
Aircraft rent | 47 |  |  | 30 |  |  | (6) |  |  | (7) |  |  |  |  |  | 64 |
Landing fees and other rentals | 165 |  |  | 43 |  |  | 4 |  |  | — |  |  |  |  |  | 212 |
Contracted services | 97 |  |  | — |  |  | 32 |  |  | — |  |  |  |  |  | 129 |
Selling expenses | 77 |  |  | 28 |  |  | 2 |  |  | — |  |  |  |  |  | 107 |
Depreciation and amortization | 126 |  |  | 33 |  |  | 2 |  |  | 17 |  |  |  |  |  | 178 |
Food and beverage service | 58 |  |  | — |  |  | 22 |  |  | — |  |  |  |  |  | 80 |
Third-party regional carrier expense | 54 |  |  | — |  |  | — |  |  | — |  |  |  |  |  | 54 |
Other | 205 |  |  | 46 |  |  | 19 |  |  | — |  |  |  |  |  | 270 |
Special items - operating | 34 |  |  | 8 |  |  | — |  |  | — |  |  |  |  |  | 42 |
Aircraft and passenger servicing | — |  |  | 45 |  |  | (45) |  |  | — |  |  |  |  |  | — |
Purchased services | — |  |  | 38 |  |  | (38) |  |  | — |  |  |  |  |  | — |
Total Operating Expenses | 2,398 |  |  | 793 |  |  | 2 |  |  | 10 |  |  |  |  |  | 3,203 |
Operating Income / (Loss) | (166) |  |  | (148) |  |  | (3) |  |  | (10) |  |  |  |  |  | (327) |
Non-operating Income (Expense) | (12) |  |  | (4) |  |  | 1 |  |  | (3) |  | (b) |  |  |  | (18) |
Income (Loss) Before Income Tax | (178) |  |  | (152) |  |  | (2) |  |  | (13) |  |  |  |  |  | (345) |
Income tax expense / (benefit) | (46) |  |  | (15) |  |  | — |  |  | (3) |  | (c) |  |  |  | (64) |
Net Income (Loss) | (132) |  |  | (137) |  |  | (2) |  |  | (10) |  |  |  |  |  | (281) |
RPMs (000,000) "traffic" | 12,524 |  |  | 4,073 |  |  |  |  |  |  |  |  |  | 16,597
ASMs (000,000) "capacity" | 15,378 |  |  | 5,051 |  |  |  |  |  |  |  |  |  | 20,429
Load Factor | 81.4 | % |  | 80.6 | % |  |  |  |  |  |  |  |  | 81.2 | %
RASM | 14.51 | ¢ |  | 12.78 | ¢ |  |  |  |  |  |  |  |  | 14.08 | ¢
| As Reported |  | Pro Forma
(in millions, except statistical data) | Alaska |  | Hawaiian |  | Reclassification and Policy Adjustments |  | Other |  |  |  |  | Condensed Combined Pro Forma
CASMex Reconciliation |  |  |  |  |  |  |  |  |  |  |  |
Non-fuel operating expense | $ | 1,833 |  |  | $ | 604 |  |  | $ | (3) |  |  | $ | 10 |  |  |  |  |  | $ | 2,444 |
Less the following components: |  |  |  |  |  |  |  |  |  |  |  |
Freighter costs | 15 |  |  | — |  |  | — |  |  | — |  |  |  |  |  | 15 |
Special items - operating | 34 |  |  | 8 |  |  | — |  |  | — |  |  |  |  |  | 42 |
Total non-fuel operating expenses, excluding freighter costs and special items | $ | 1,784 |  |  | $ | 596 |  |  | $ | (3) |  |  | $ | 10 |  |  |  |  |  | $ | 2,387 |
CASMex | 11.60 | ¢ |  | 11.79 | ¢ |  |  |  |  |  |  |  |  | 11.68 | ¢
Adjusted Pretax Income |  |  |  |  |  |  |  |  |  |  |  |
Income before income tax | $ | (178) |  |  | $ | (152) |  |  | $ | (2) |  |  | $ | (13) |  |  |  |  |  | $ | (345) |
Adjusted for: |  |  |  |  |  |  |  |  |  |  |  |
Mark-to-market fuel hedge adjustment | (13) |  |  | (2) |  |  | — |  |  | — |  |  |  |  |  | (15) |
Special items - operating | 34 |  |  | 8 |  |  | — |  |  | — |  |  |  |  |  | 42 |
Special items - net non-operating | — |  |  | (14) |  |  | — |  |  | — |  |  |  |  |  | (14) |
Adjusted income before income tax | $ | (157) |  |  | $ | (160) |  |  | $ | (2) |  |  | $ | (13) |  |  |  |  |  | $ | (332) |

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Pretax margin | (8.0) | % |  | (23.6) | % |  |  |  |  |  |  |  |  | (12.0) | %
Adjusted pretax margin | (7.0) | % |  | (24.8) | % |  |  |  |  |  |  |  |  | (11.4) | %
Adjusted Net Income |  |  |  |  |  |  |  |  |  |  |  |
Net Income (Loss) | $ | (132) |  |  | $ | (137) |  |  | $ | (2) |  |  | $ | (10) |  |  |  |  |  | $ | (281) |
Adjusted for: |  |  |  |  |  |  |  |  |  |  |  |
Mark-to-market fuel hedge adjustments | (13) |  |  | (2) |  |  | — |  |  | — |  |  |  |  |  | (15) |
Special items - operating | 34 |  |  | 8 |  |  | — |  |  | — |  |  |  |  |  | 42 |
Special items - net non-operating | — |  |  | (14) |  |  | — |  |  | — |  |  |  |  |  | (14) |
Income tax effect of reconciling items above | (5) |  |  | 1 |  |  | — |  |  | — |  |  |  |  |  | (4) |
Adjusted Net Income (Loss) | $ | (116) |  |  | $ | (144) |  |  | $ | (2) |  |  | $ | (10) |  |  |  |  |  | $ | (272) |

3

ALASKA AIR GROUP
Unaudited Pro Forma Condensed Combined Statement of Operations
Three Months Ended June 30, 2024

| As Reported |  | Pro Forma
(in millions, except statistical data) | Alaska |  | Hawaiian |  | Reclassification and Policy Adjustments |  | Other |  |  |  |  | Condensed Combined Pro Forma
Operating Revenue |  |  |  |  |  |  |  |  |  |  |  |
Passenger revenue | $ | 2,651 |  |  | $ | 666 |  |  | $ | 3 |  |  | $ | — |  |  |  |  |  | $ | 3,320 |
Mileage Plan other revenue | 174 |  |  | — |  |  | (29) |  |  | — |  |  |  |  |  | 145 |
Cargo and other revenue | 72 |  |  | 66 |  |  | 27 |  |  | — |  |  |  |  |  | 165 |
Total Operating Revenue | 2,897 |  |  | 732 |  |  | 1 |  |  | — |  |  |  |  |  | 3,630 |
Wages and benefits | 782 |  |  | 265 |  |  | (5) |  |  | — |  | (a) |  |  |  | 1,042 |
Variable incentive pay | 49 |  |  | — |  |  | 5 |  |  | — |  |  |  |  |  | 54 |
Aircraft fuel, including hedging gains and losses | 615 |  |  | 179 |  |  | 7 |  |  | — |  |  |  |  |  | 801 |
Aircraft maintenance | 129 |  |  | 70 |  |  | 5 |  |  | — |  |  |  |  |  | 204 |
Aircraft rent | 46 |  |  | 30 |  |  | (6) |  |  | (7) |  |  |  |  |  | 63 |
Landing fees and other rentals | 173 |  |  | 45 |  |  | 4 |  |  | — |  |  |  |  |  | 222 |
Contracted services | 106 |  |  | — |  |  | 33 |  |  | — |  |  |  |  |  | 139 |
Selling expenses | 84 |  |  | 29 |  |  | 2 |  |  | — |  |  |  |  |  | 115 |
Depreciation and amortization | 128 |  |  | 35 |  |  | 2 |  |  | 17 |  |  |  |  |  | 182 |
Food and beverage service | 67 |  |  | — |  |  | 23 |  |  | — |  |  |  |  |  | 90 |
Third-party regional carrier expense | 64 |  |  | — |  |  | — |  |  | — |  |  |  |  |  | 64 |
Other | 186 |  |  | 41 |  |  | 19 |  |  | — |  |  |  |  |  | 246 |
Special items - operating | 146 |  |  | 6 |  |  | — |  |  | — |  |  |  |  |  | 152 |
Aircraft and passenger servicing | — |  |  | 48 |  |  | (48) |  |  | — |  |  |  |  |  | — |
Purchased services | — |  |  | 39 |  |  | (39) |  |  | — |  |  |  |  |  | — |
Total Operating Expenses | 2,575 |  |  | 787 |  |  | 2 |  |  | 10 |  |  |  |  |  | 3,374 |
Operating Income / (Loss) | 322 |  |  | (55) |  |  | (1) |  |  | (10) |  |  |  |  |  | 256 |
Non-operating Income (Expense) | (6) |  |  | (12) |  |  | 2 |  |  | (3) |  | (b) |  |  |  | (19) |
Income (Loss) Before Income Tax | 316 |  |  | (67) |  |  | 1 |  |  | (13) |  |  |  |  |  | 237 |
Income tax expense / (benefit) | 96 |  |  | — |  |  | — |  |  | (3) |  | (c) |  |  |  | 93 |
Net Income (Loss) | 220 |  |  | (67) |  |  | 1 |  |  | (10) |  |  |  |  |  | 144 |
RPMs (000,000) "traffic" | 15,309 |  |  | 4,519 |  |  |  |  |  |  |  |  |  | 19,828
ASMs (000,000) "capacity" | 18,196 |  |  | 5,230 |  |  |  |  |  |  |  |  |  | 23,426
Load Factor | 84.1 | % |  | 86.4 | % |  |  |  |  |  |  |  |  | 84.6 | %
RASM | 15.92 | ¢ |  | 13.99 | ¢ |  |  |  |  |  |  |  |  | 15.50 | ¢
| As Reported |  | Pro Forma
(in millions, except statistical data) | Alaska |  | Hawaiian |  | Reclassification and Policy Adjustments |  | Other |  |  |  |  | Condensed Combined Pro Forma
CASMex Reconciliation |  |  |  |  |  |  |  |  |  |  |  |
Non-fuel operating expense | $ | 1,960 |  |  | $ | 608 |  |  | $ | (5) |  |  | $ | 10 |  |  |  |  |  | $ | 2,573 |
Less the following components: |  |  |  |  |  |  |  |  |  |  |  |
Freighter costs | 13 |  |  | — |  |  | — |  |  | — |  |  |  |  |  | 15 |
Special items - operating | 146 |  |  | 6 |  |  | — |  |  | — |  |  |  |  |  | 152 |
Total non-fuel operating expenses, excluding freighter costs and special items | $ | 1,801 |  |  | $ | 602 |  |  | $ | (5) |  |  | $ | 10 |  |  |  |  |  | $ | 2,406 |
CASMex | 9.89 | ¢ |  | 11.50 | ¢ |  |  |  |  |  |  |  |  | 10.27 | ¢
Adjusted Pretax Income |  |  |  |  |  |  |  |  |  |  |  |
Income before income tax | $ | 316 |  |  | $ | (67) |  |  | $ | 1 |  |  | $ | (13) |  |  |  |  |  | $ | 237 |
Adjusted for: |  |  |  |  |  |  |  |  |  |  |  |
Mark-to-market fuel hedge adjustment | (5) |  |  | — |  |  | — |  |  | — |  |  |  |  |  | (5) |
Special items - operating | 146 |  |  | 6 |  |  | — |  |  | — |  |  |  |  |  | 152 |
Special items - net non-operating | — |  |  | (10) |  |  | — |  |  | — |  |  |  |  |  | (10) |
Adjusted income before income tax | $ | 457 |  |  | $ | (71) |  |  | $ | 1 |  |  | $ | (13) |  |  |  |  |  | $ | 374 |

4

Pretax margin | 10.9 | % |  | (9.2) | % |  |  |  |  |  |  |  |  | 6.5 | %
Adjusted pretax margin | 15.8 | % |  | (9.7) | % |  |  |  |  |  |  |  |  | 10.4 | %
Adjusted Net Income |  |  |  |  |  |  |  |  |  |  |  |
Net Income (Loss) | $ | 220 |  |  | $ | (67) |  |  | $ | 1 |  |  | $ | (10) |  |  |  |  |  | $ | 144 |
Adjusted for: |  |  |  |  |  |  |  |  |  |  |  |
Mark-to-market fuel hedge adjustments | (5) |  |  | — |  |  | — |  |  | — |  |  |  |  |  | (5) |
Special items - operating | 146 |  |  | 6 |  |  | — |  |  | — |  |  |  |  |  | 152 |
Special items - net non-operating | — |  |  | (10) |  |  | — |  |  | — |  |  |  |  |  | (10) |
Income tax effect of reconciling items above | (34) |  |  | — |  |  | — |  |  | — |  |  |  |  |  | (34) |
Adjusted Net Income (Loss) | $ | 327 |  |  | $ | (71) |  |  | $ | 1 |  |  | $ | (10) |  |  |  |  |  | $ | 247 |

5

Notes for the Pro Forma Adjustments
(a)Adjustments to non-fuel operating expense includes impacts of purchase accounting and related depreciation and amortization.
(b)To eliminate the historical amortization of debt fees and discount and to record the impact for interest expense related to the fair value adjustment of debt.
(c)To recognize the income tax impacts of other adjustments.
6