UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC  20549
                          FORM 10-Q
                              
(Mark One)
(X)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994.
                             OR
(  )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   SECURITIES EXCHANGE ACT OF 1934
For the transition period from  . . . . . .  to  . . . . . .

Commission file number  1-8957

                   ALASKA AIR GROUP, INC.
   (Exact name of registrant as specified in its charter)
                              
           Delaware                               91-1292054
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)               Identification No.)

   19300 Pacific Highway South, Seattle, Washington 98188
          (Address of principal executive offices)
                              
  Registrant's telephone number, including area code: (206)
                          431-7040

  Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days. Yes  X  No ___

      APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                         PROCEEDINGS
              DURING THE PRECEDING FIVE YEARS:

  Indicate by check mark whether the registrant has filed
all documents and reports required to be filed by Sections
12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan
confirmed by a court.  Yes_ No_
                              
            APPLICABLE ONLY TO CORPORATE ISSUERS:
                              
  Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.

   The  registrant has 13,371,165 common shares,  par  value
$1.00, outstanding at September 30, 1994.
PART I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements
Attached  are  the  following Alaska Air  Group,  Inc.  (the
Company  or  Air Group) unaudited financial statements:  (i)
consolidated  balance  sheet as of September  30,  1994  and
December  31, 1993; (ii) consolidated statements  of  income
for  the  quarters and nine months ended September 30,  1994
and  1993;  (iii)  consolidated statement  of  shareholders'
equity  for  the nine months ended September 30, 1994;  and,
(iv)  consolidated statements of cash flows for the quarters
and  nine  months ended September 30, 1994 and  1993.   Also
attached   are  the  accompanying  notes  to   Air   Group's
consolidated   financial  statements   that   have   changed
significantly  during the nine months  ended  September  30,
1994.   These statements include all adjustments which  are,
in the opinion of management, necessary for a fair statement
of  the  results  for the interim periods.  The  adjustments
made were of a normal, recurring nature.

Air  Group is a holding company incorporated in Delaware  in
1985.  Its principal subsidiaries are Alaska Airlines,  Inc.
(Alaska) and Horizon Air Industries, Inc. (Horizon).


ITEM 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operations
Third Quarter 1994 Compared with Third Quarter 1993
The  consolidated net income for the third quarter  of  1994
was  $24.3  million, or $1.81 per share (primary) and  $1.22
per  share (fully diluted).  This compares with 1993's third
quarter  net  income  of $8.0 million,  or  $.60  per  share
(primary)  and  $.47 (fully diluted).  The operating  profit
for the third quarter of 1994 was $52.3 million, compared to
$20.7 million for the third quarter of 1993.

Operating Revenues
Operating  revenues  increased 20% from  $323.4  million  to
$386.8 million.  Passenger revenues increased 21% on  a  32%
increase in passenger traffic.  Traffic gains were due to  a
23% increase in system capacity, lower fares that stimulated
traffic  throughout most of the system, and improvements  in
market  share.  Load factor increased from 62.8% in 1993  to
67.2%  in  1994.  Passenger yields decreased 8%,  reflecting
fare reductions.  Average revenue per passenger mile (yield)
decreased 1.2 cents, from 15.2 cents in the third quarter of
1993 to 14.0 cents in the third quarter of 1994.  Currently,
a  1  cent  change  in  yield  affects  annual  revenues  by
approximately $80 million.

Freight and mail revenues increased $2.1 million (9%) due to
a  military  charter contract in the state  of  Alaska,  and
increased  freight volumes and rates, offset by  lower  mail
volumes.   The  lower  mail volumes resulted  from  Alaska's
decision  to  not  bid on certain U.S.  mail  contracts  and
instead  haul  higher yielding freight.  Other-net  revenues
were  up  $1.1 million (10%) due to increased revenues  from
Alaska's frequent flyer program and inflight liquor sales.

Operating Expenses
Operating  expenses  increased 11% to $334.5  million  on  a
capacity  increase of 23%.  Operating expenses per available
seat  mile (ASM) declined 10%, from 9.99 cents in the  third
quarter of 1993 to 9.00 cents for the current quarter.   The
lower  unit  costs were due to an intensive  cost  reduction
effort  and  better  utilization  of  aircraft,  facilities,
equipment  and  people as well as a 2% increase  in  average
seats  per  aircraft.   Alaska's daily aircraft  utilization
increased  21% from 9.1 hours to 11.0 hours.   In  addition,
lower fuel prices reduced operating expenses by $3.2 million
in  the third quarter 1994.  The table below shows the major
consolidated operating expenses on a unit cost basis for the
quarters  ended September 30, 1994 and 1993.   In  addition,
total  unit costs for Alaska and Horizon are shown  for  the
same periods.

                           Operating Expenses Per ASM (In Cents)
                                                               %
                               1994    1993     Change    Change
                                                                
Air Group Consolidated                                          
   Wages and benefits          2.94    3.15      (.21)       (7)
   Aircraft fuel               1.14    1.33      (.19)      (14)
   Aircraft maintenance         .48     .60      (.12)      (20)
   Aircraft rent               1.14    1.31      (.17)      (13)
   Commissions                  .73     .75      (.02)       (3)
   Depreciation &               .39     .48      (.09)      (19)
amortization
   Other                       2.18    2.37      (.19)       (8)
Air Group Total                9.00    9.99      (.99)      (10)
                                                                
Alaska Airlines Total          7.92    8.91      (.99)      (11)
                                                                
Horizon Air Total             20.17   21.01      (.84)       (4)

Wages  and  benefits per ASM decreased 7% primarily  due  to
improved  productivity  at Alaska.   The  number  of  Alaska
employees increased 5% while its capacity increased 23%  and
traffic  increased 32%.  During March 1994, Alaska  and  the
Association  of Flight Attendants concluded a new  five-year
contract,  which  was effective May 1,  1994.   With  a  few
exceptions tailored to Alaska's operations, the contract  is
identical to the one used at Southwest Airlines and provides
flight  attendants the opportunity to earn  increased  wages
through increased flying.  It also provides a lower starting
rate  of  pay,  more  flexible work rules,  reduced  pension
expenses, and has a duration of five years with a March  14,
1999 expiration date.

Fuel  expense per ASM decreased 14% primarily due  to  a  7%
decrease  in  the  cost  of  fuel  and  more  fuel-efficient
aircraft.   The average cost per gallon was down  4.6  cents
from  65.4 cents in the third quarter of 1993 to 60.8  cents
in  the current quarter.  Currently, a 1 cent change in fuel
prices  affects  annual  fuel costs  by  approximately  $2.4
million.

Maintenance  expense  per  ASM  decreased  20%  due  to  the
replacement of older aircraft with new aircraft  during  the
past year as well as significant improvements in maintenance
programs,  techniques and efficiencies.  Aircraft  rent  per
ASM decreased 13% primarily due to a substantial increase in
Alaska's  average fleet utilization, offset by higher  rents
for new aircraft acquired during the past year.

Depreciation and amortization expense per ASM decreased  19%
due  to the retirement of essentially all of Alaska's Boeing
727-200  aircraft during 1993, and increased utilization  of
the remaining fleet.  Other expense per ASM decreased 8% due
to  lower  unit  costs for food, advertising  and  personnel
expenses.

Other Income (Expense)
Nonoperating  expense was $9.4 million in the third  quarter
of  1994  compared to $6.7 million 1993.  The  increase  was
primarily due to higher interest rates on variable debt  and
higher average debt balances.

Nine Months 1994 Compared with Nine Months 1993
The  consolidated  net  income for  the  nine  months  ended
September  30,  1994 was $27.6 million, or $2.07  per  share
(primary)  and  $1.57  per  share  (fully  diluted).    This
compares  with 1993's nine-month net loss of $10.6  million,
or  $.98 per share.  Operating revenues for the 1994  period
were  $997.7  million, 17% higher than  the  $851.1  million
posted a year ago.  A 26% increase in capacity coupled  with
a  16%  decrease  in  yields resulted in  passenger  traffic
climbing  39%  for the period.  The reasons  noted  for  the
third quarter passenger revenue variation also apply for the
nine-month period.

Operating expenses increased 9% to $923.8 million,  compared
to  $845.2  million in the first nine months of  last  year.
Operating  expenses per available seat mile  (ASM)  declined
13%,  from 10.95 cents to 9.53 cents.  The table below shows
the  major  consolidated operating expenses on a  unit  cost
basis for the nine months ended September 30, 1994 and 1993.
In  addition,  total unit costs for Alaska and  Horizon  are
shown for the same periods.

                           Operating Expenses Per ASM (In Cents)
                                                               %
                               1994    1993    Change     Change
                                                                
Air Group Consolidated                                          
   Wages and benefits          3.12    3.56     (.44)       (12)
   Aircraft fuel               1.13    1.38     (.25)       (18)
   Aircraft maintenance         .54     .68     (.14)       (21)
   Aircraft rent               1.27    1.48     (.21)       (14)
   Commissions                  .73     .80     (.07)       (09)
   Depreciation &               .43     .56     (.13)       (23)
amortization
   Other                       2.31    2.49     (.18)        (7)
Air Group Total                9.53   10.95    (1.42)       (13)
                                                                
Alaska Airlines Total          8.43    9.80    (1.37)       (14)
                                                                
Horizon Air Total             21.05   21.94     (.89)        (4)

The  reasons noted for the third quarter expense  variations
also apply for the nine-month period.

Liquidity and Capital Resources
The  table  below  shows the major indicators  of  financial
condition  and liquidity at September 30, 1994 and  December
31,  1993  and  the  changes during the  nine  months  ended
September 30, 1994.

                               September     December     Change
                                30, 1994     31, 1993
                      (In millions, except ratios and per share)
                                                                
Cash and marketable               $152.2     $101.1        $51.1
securities
Working capital (deficit)         (52.3)     (61.3)          9.0
Total assets                     1,282.2    1,135.0        147.2
Long-term debt                     587.7      525.4         62.3
Shareholders' equity               195.7      166.8         28.9
                                                                
Book value per common             $14.63     $12.51        $2.12
share
                                                                
Debt/equity ratio                75%:25%    76%:24%          N/A

The  Company's  cash  and  marketable  securities  portfolio
increased  by $51.1 million during the first nine months  of
1994.  Operating activities provided $146 million of cash in
the first nine months of 1994.  Additional cash was provided
by  $104  million in new long-term debt.  Cash was used  for
the  purchase of four new MD-83 aircraft, one used B737-200C
aircraft,  and  other capital expenditures  ($143  million),
debt  payments  ($42 million), and repayment  of  short-term
borrowings ($20 million).

Financing Arrangements
In  the first nine months of 1994, four MD-83 aircraft  were
financed  with  $104 million in ten-year loans  at  variable
interest rates based on LIBOR.

At  September 30, 1994, Alaska had $70 million in  lines  of
credit, none of which were being used.

Commitments
During  the first nine months of 1994, Alaska took  delivery
of  four  new  B737-400 aircraft under eight-year  operating
leases.   In  April  1994, Alaska further  restructured  its
aircraft orders with McDonnell Douglas and replaced an order
for  ten  MD-90s plus options with an order for four MD-83s.
Two  MD-83s will be delivered in 1996 and two in 1997.   The
net  effect  will  reduce  future  capital  commitments   by
approximately $360 million.

During November 1994, Alaska announced a restructuring of its
aircraft leases.  Effective May 1, 1995, the agreement provides
for reduced lease rates coupled with extensions of lease terms
on twenty Boeing 737-400 aircraft.  As part of the agreement,
Alaska will purchase three of the twenty aircraft over the next
three years and received options to purchase up to four more of
the twenty between 1997 and 1999.  As a result of the extended
lease commitments, Alaska expects to save $6-7 million annually
over the ten-year term of the leases.


PART II.  OTHER INFORMATION
ITEM 1.  Legal Proceedings
In  December 1992, the U.S. Department of Justice filed suit
against most major domestic airlines, including the Company,
alleging that they violated the antitrust laws by conspiring
to  fix prices for domestic airline tickets in violation  of
Section 1 of the Sherman Act.  During March 1994, six of the
airlines,  including  the  Company,  entered  into   consent
decrees  with the U.S. Department of Justice.  The agreement
requires no refunds or monetary cost to the Company and  was
approved by the court in the third quarter of 1994.


ITEM 6.  Exhibits and Reports on Form 8-K
(a)Exhibit 11 - Statement regarding computation of per-share
   earnings.
   Exhibit 27 - Financial data schedule.
(b)No  reports  on  Form  8-K were filed  during  the  third
   quarter 1994.

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


         ALASKA AIR GROUP, INC.
Registrant


Date:  November 9, 1994



   /s/ Raymond J. Vecci
Raymond J. Vecci
Chairman, President and Chief Executive Officer



   /s/ Kathleen H. Iskra
Kathleen H. Iskra
Controller (Principal Accounting Officer)

CONSOLIDATED BALANCE SHEET                                                      
Alaska Air Group, Inc.                                                          
                                                                                
ASSETS                                                                          
                                                September 30,     December 31,  
(In Thousands)                                           1994             1993  
Current Assets                                                                  
Cash and cash equivalents                             $30,811          $27,179  
Marketable securities                                 121,402           73,970  
Receivables - net                                      79,881           75,274  
Inventories and supplies                               41,928           41,269  
Prepaid expenses and other assets                      53,053           56,498  
                                                                                
Total Current Assets                                  327,075          274,190  
Property and Equipment                                                          
Flight equipment                                      743,568          614,717  
Other property and equipment                          207,631          217,967  
Deposits for future flight equipment                   54,643           79,765  
                                                    1,005,842          912,449  
Less accum. depreciation and amort.                   256,506          247,145  
                                                      749,336          665,304  
Capital leases                                                                  
Flight and other equipment                             44,381           44,381  
Less accumulated amortization                          20,660           19,079  
                                                       23,721           25,302  
                                                                                
Total Property and Equipment - Net                    773,057          690,606  
                                                                                
Intangible Assets - Subsidiaries                       66,181           67,711  
                                                                                
Other Assets                                          115,864          102,447  
                                                                                
Total Assets                                       $1,282,177       $1,134,954  
                                                                                
See accompanying notes to consolidated financial statements.             
                                                                                
                                                                                
                                                                                
                                                                                
CONSOLIDATED BALANCE SHEET                                                      
Alaska Air Group, Inc.                                                          
                                                                                
LIABILITIES AND SHAREHOLDERS' EQUITY                                            
                                                September 30,     December 31,  
(In Thousands)                                           1994             1993  
Current Liabilities                                                             
Accounts payable                                      $52,991          $45,582  
Accrued aircraft rent                                  36,602           39,119  
Other accrued liabilities                              77,110           46,679  
Accrued wages and related                              44,691           40,192  
Short-term borrowings                                       -           20,000  
Air traffic liability                                 125,579          108,360  
Current portion of long-term debt and                                           
  capital lease obligations                            42,437           35,575  
                                                                                
Total Current Liabilities                             379,410          335,507  
Long-Term Debt and Capital Lease                                                
 Obligations                                          587,706          525,418  
Other Liabilities and Credits                                                   
Deferred income taxes                                  35,926           20,998  
Deferred income                                        23,715           25,827  
Other liabilities                                      59,758           60,371  
                                                      119,399          107,196  
Shareholders' Equity                                                            
Common stock, $1 par value                                                      
  Authorized:     30,000,000 shares                                             
  Issued: 1994 -  16,524,754 shares                                             
          1993 -  16,495,210 shares                    16,525           16,495  
  Capital in excess of par value                      152,306          152,017  
  Treasury stock, at cost:                                                      
  1994-3,153,589 sh; 1993-3,153,589 sh                (71,807)         (71,807) 
Deferred compensation                                  (4,934)          (5,813) 
Retained earnings                                     103,572           75,941  
                                                      195,662          166,833  
                                                                                
Total Liabilities and Shareholders' Equity         $1,282,177       $1,134,954  
                                                                                
See accompanying notes to consolidated financial statements.             
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
CONSOLIDATED STATEMENT OF INCOME                                                
Alaska Air Group, Inc.                                                          
                                                                                
                                                                                
Quarter Ended September 30 (In Thousands)                1994             1993  
Operating Revenues                                                              
Passenger                                            $349,707         $289,468  
Freight and mail                                       24,833           22,773  
Other - net                                            12,261           11,145  
Total Operating Revenues                              386,801          323,386  
Operating Expenses                                                              
Wages and benefits                                    109,397           95,583  
Aircraft fuel                                          42,598           40,189  
Aircraft maintenance                                   17,727           18,154  
Aircraft rent                                          42,623           39,837  
Commissions                                            27,148           22,844  
Depreciation and amortization                          14,475           14,522  
Other                                                  80,552           71,570  
Total Operating Expenses                              334,520          302,699  
Operating Income                                       52,281           20,687  
Other Income (Expense)                                                          
Interest income                                         2,426            1,731  
Interest expense                                      (11,985)          (9,280) 
Interest capitalized                                       83              112  
Gain (loss) on sale of assets                            (320)              98  
Other - net                                               427              656  
                                                       (9,369)          (6,683) 
Income before income tax                               42,912           14,004  
Income tax expense                                     18,649            5,976  
                                                                                
Net Income                                            $24,263           $8,028  
                                                                                
Earnings Per Common Share:                                                      
Primary -                                                                       
  Net income                                          $24,263           $8,028  
  Average shares outstanding (000)                     13,386           13,348  
  Earnings per common share                             $1.81            $0.60  
Fully Diluted -                                                                 
  Net income                                          $26,581          $10,558  
  Average shares outstanding (000)                     21,801           22,254  
  Earnings per common share                             $1.22            $0.47  
                                                                                
See accompanying notes to consolidated financial statements.             
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
CONSOLIDATED STATEMENT OF INCOME                                                
Alaska Air Group, Inc.                                                          
                                                                                
                                                                                
Nine Months Ended September 30 (In Thousands)            1994             1993  
Operating Revenues                                                              
Passenger                                            $892,173         $760,526  
Freight and mail                                       67,428           59,456  
Other - net                                            38,057           31,129  
Total Operating Revenues                              997,658          851,111  
Operating Expenses                                                              
Wages and benefits                                    302,526          275,581  
Aircraft fuel                                         109,940          106,230  
Aircraft maintenance                                   52,397           52,530  
Aircraft rent                                         123,135          114,525  
Commissions                                            70,799           61,736  
Depreciation and amortization                          41,678           43,379  
Other                                                 223,339          191,207  
Total Operating Expenses                              923,814          845,188  
Operating Income                                       73,844            5,923  
Other Income (Expense)                                                          
Interest income                                         5,561            5,470  
Interest expense                                      (33,672)         (28,396) 
Interest capitalized                                      281              333  
Gain (loss) on sale of assets                            (822)              97  
Other - net                                             4,310            1,929  
                                                      (24,342)         (20,567) 
Income (loss) before income tax                        49,502          (14,644) 
Income tax expense (credit)                            21,871           (4,050) 
                                                                                
Net Income (Loss)                                     $27,631         $(10,594) 
                                                                                
Earnings (Loss) Per Common Share:                                               
Primary -                                                                       
  Net income (loss)                                   $27,631         $(10,594) 
  Preferred stock dividends                                 -           (2,525) 
  Income (loss) applicable to common shares           $27,631         $(13,119) 
  Average shares outstanding (000)                     13,371           13,339  
  Earnings (loss) per common share                      $2.07           $(0.98) 
Fully Diluted -                                                                 
  Net income                                          $34,668                   
  Average shares outstanding (000)                     22,040             Anti- 
  Earnings per common share                             $1.57          Dilutive 
                                                                                
See accompanying notes to consolidated financial statements.             


CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY                                                                          
Alaska Air Group, Inc.                                                                                             
Common Stock Capital in Treasury Deferred $1 Par Excess of Stock Compen- Retained (In Thousands) Value Par Value at Cost sation Earnings Balances at December 31, 1993 $16,495 $152,017 ($71,807) ($5,813) $75,941 Net income for the nine months ended September 30, 1994 27,631 Stock issued under stock plans 30 289 Employee Stock Ownership Plans shares allocated 879 Balances at September 30, 1994 $16,525 $152,306 ($71,807) ($4,934) $103,572 See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS Alaska Air Group, Inc. Quarter Ended September 30 (In Thousands) 1994 1993 Cash and cash equivalents at beginning of quarter $48,718 $14,416 Cash flows from operating activities: Net income 24,263 8,028 Adjustments to reconcile net income to cash: Depreciation and amortization 14,475 14,522 Amortization of airframe and engine overhauls 5,089 8,301 Loss (gain) on disposal of assets and debt retirement 320 (476) Deferred income taxes Decrease (increase) in accounts receivable 3,395 (1,005) Decrease (increase) in other current assets (1,901) 1,312 Decrease in air traffic liability (27,666) (19,500) Increase in other current liabilities 16,625 1,625 Interest on zero coupon notes 2,521 2,522 Leased aircraft return payments and other-net (3,270) (6,143) Net cash provided by operating activities 46,030 15,167 Cash flows from investing activities: Proceeds from disposition of assets 1,190 2,706 Purchases of marketable securities (127,600) (141,750) Sales and maturities of marketable securities 84,248 136,914 Restricted deposits (255) (1,386) Flight equipment deposits returned Additions to flight equipment deposits (135) (192) Additions to property and equipment Payments received on loans to ESOPs 1,313 1,527 Net cash used in investing activities Cash flows from financing activities: Long-term debt and capital lease payments (10,477) (10,567) Proceeds from issuance of common stock 45 - Gain on debt retirement - 378 Net cash used in financing activities (10,432) (10,189) Net decrease in cash and cash equivalents (17,907) (2,696) Cash and cash equivalents at end of quarter $30,811 $11,720 Supplemental disclosure of cash paid during the quarter for: Interest (net of amount capitalized) $7,917 $7,359 Income taxes 1,300 - Noncash investing and financing activities None None See accompanying notes to consolidated financial statements. CONSOLIDATED STATEMENT OF CASH FLOWS Alaska Air Group, Inc. Nine Months Ended September 30 (In Thousands) 1994 1993 Cash and cash equivalents at beginning of period $27,179 $6,880 Cash flows from operating activities: Net income (loss) 27,631 (10,594) Adjustments to reconcile net income (loss) to cash: Depreciation and amortization 41,678 43,379 Amortization of airframe and engine overhauls 15,357 23,026 Gain on disposition of assets and debt retirement (723) (1,061) Deferred income taxes Decrease (increase) in accounts receivable (4,607) 6,160 Decrease in other current assets 2,786 1,239 Increase in air traffic liability 17,219 21,812 Increase in other current liabilities 39,822 3,780 Interest on zero coupon notes 7,610 7,359 Leased aircraft return payments and other-net (15,589) (10,117) Net cash provided by operating activities 146,112 78,522 Cash flows from investing activities: Proceeds from disposition of assets 4,691 3,468 Purchases of marketable securities (399,100) (400,475) Sales and maturities of marketable securities 351,668 389,729 Restricted deposits (5,509) (3,681) Flight equipment deposits returned Additions to flight equipment deposits (961) (571) Additions to property and equipment (141,566) (25,421) Payments received on loans to ESOPs 1,313 1,527 Net cash used in investing activities (185,886) (33,833) Cash flows from financing activities: Repayment of short-term borrowings (20,000) - Proceeds from sale and leaseback transactions - 17,500 Proceeds from issuance of long-term debt 104,000 - Long-term debt and capital lease payments (42,458) (22,693) Proceeds from issuance of common stock 319 184 Repurchase of preferred stock - (33,375) Cash dividends - (2,429) Gain on debt retirement 1,545 964 Net cash provided by (used in) financing activities 43,406 (39,849) Net increase in cash and cash equivalents 3,632 4,840 Cash and cash equivalents at end of period $30,811 $11,720 Supplemental disclosure of cash paid during the period for: Interest (net of amount capitalized) $28,813 $21,218 Income taxes (refunds) (5,415) (18,554) Noncash investing and financing activities: 1994 - None 1993 - The preferred stock was repurchased in exchange for a $27 million note payable and a $33.4 million cash payment. See accompanying notes to consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS THAT HAVE CHANGED SIGNIFICANTLY DURING THE NINE MONTHS ENDED SEPTEMBER 30, 1994 Alaska Air Group, Inc. Note 1. Long-Term Debt (See Note 3 to Consolidated Financial Statements at December 31, 1993) In the first nine months of 1994, four MD-83 aircraft were financed with $104 million in ten-year loans at variable interest rates based on LIBOR. At September 30, 1994, Alaska had $70 million in lines of credit, none of which were being used. At September 30, 1994, under the most restrictive loan provisions, Alaska had $32.3 million of net worth in excess of the minimum. Note 2. Commitments (See Note 5 to Consolidated Financial Statements at December 31, 1993) During the first nine months of 1994, Alaska took delivery of four new B737-400 aircraft under eight-year operating leases. In April 1994, Alaska further restructured its aircraft orders with McDonnell Douglas and replaced an order for ten MD-90s plus options with an order for four MD-83s. Two MD-83s will be delivered in 1996 and two in 1997. The net effect will reduce future capital commitments by approximately $360 million. During November 1994, Alaska restructured its twenty Boeing 737-400 aircraft leases. Alaska will purchase three of the twenty aircraft during the next three years. This will increase the present value of capital lease payments by approximately $55 million at December 31, 1994. Lease rates will be reduced and leases extended. Based on this restructuring and the effect of other aircraft leased during 1994, future minimum payments under aircraft operating leases as of September 30, 1994 are as follows: 1995 - $167 million, 1996 - $151 million, 1997 - $134 million, 1998 - $126 million, thereafter - $749 million. Note 3. Fuel Hedge Agreement (See Note 11 to Consolidated Financial Statements at December 31, 1993) The Company enters into hedge agreements to reduce its exposure to fluctuations in the price of jet fuel. The agreements establish a ceiling and floor fuel price. The Company records income or loss if the average cost of fuel, as determined by an index, exceeds the ceiling fuel price or falls below the floor price, respectively. The fuel hedges had no material effect on the first nine months of 1994 operating results. At September 30, 1994, the Company had fuel hedge agreements in place with a ceiling price of 65 cents covering approximately 50% of the expected fuel usage through July 1995, and a floor price of 44 cents covering approximately 57% of the expected fuel usage through July 1995.



Alaska Air Group, Inc.                                                           EXHIBIT 11
Computation of Earnings Per Common Share
    (In thousands, except per share)

Three Months Ended Nine Months Ended September 30, September 30, ------------------ ------------------- 1994 1993 1994 1993 ------ ------ ------ ------ Primary - Net income $24,263 $8,028 $27,631 ($10,594) Deduct dividends on preferred shares - - - (2,453) Deduct preferred stock accretion - - - (72) ------ ------ ------ ------ Income applicable to common shares $24,263 $8,028 $27,631 ($13,119) ====== ====== ====== ====== Average number of shares outstanding 13,370 13,342 13,359 13,339 Assumed exercise of stock options 16 6 12 - ------ ------ ------ ------ Average shares as adjusted 13,386 13,348 13,371 13,339 ====== ====== ====== ====== Earnings per common share $1.81 $0.60 $2.07 ($0.98) ====== ====== ====== ====== Fully Diluted - Net income $24,263 $8,028 $27,631 ($10,594) After tax interest on convertible securities 2,318 2,530 7,037 7,514 ------ ------ ------ ------ Income applicable to common shares $26,581 $10,558 $34,668 ($3,080) ====== ====== ====== ====== Average number of shares outstanding 13,370 13,342 13,359 13,339 Common stock equivalents 19 5 15 12 Common stock reserved for conversion 8,412 8,907 8,666 9,001 ------ ------ ------ ------ Average shares as adjusted 21,801 22,254 22,040 22,352 ====== ====== ====== ====== Earnings per Common Share $1.22 $0.47 $1.57 ($0.14) ====== ====== ====== ====== * * Anti-dilutive
 

5 1000 9-MOS DEC-31-1994 SEP-30-1994 30,811 121,402 79,881 0 41,928 327,075 1,005,842 256,506 1,282,177 379,410 587,706 16,525 0 0 179,137 1,282,177 997,658 997,658 923,814 923,814 0 0 33,672 49,502 21,871 27,631 0 0 0 27,631 2.07 1.57