ITEM 1.01 Entry into a Material Definitive Agreement

Payroll Support Program Extension



On January 15, 2021, Alaska Air Group, Inc. (Alaska) and its subsidiaries Alaska
Airlines, Inc. and Horizon Air Industries, Inc. finalized agreements with the
U.S. Department of the Treasury (the Treasury) and accepted partial disbursement
of funds through an extension of the Payroll Support Program (PSP) of the
Coronavirus Aid, Relief and Economic Security (CARES) Act, made available under
the Consolidated Appropriations Act, 2021.

Under the PSP and the extension agreements entered into, Alaska Airlines and
Horizon Air will receive a total of $533 million to be used exclusively toward
continuing to pay employee salaries, wages and benefits. Alaska Airlines and
Horizon Air received $266 million on January 15, 2021, with the remainder
expected to be received sometime in February 2021. Of the funds received, $50
million takes the form of a senior term loan with a 10-year term, bearing an
interest rate of 1% in years 1-5, and SOFR + 2% in years 6-10. The loan is
prepayable at par at any time. As additional taxpayer protection required under
the PSP, we granted the Treasury Department 95,532 warrants to purchase Alaska
Air Group (ALK) common stock at a strike price of $52.25, based on the closing
price on December 24, 2020. The warrants are non-voting, freely transferable,
and may be settled as net shares or in cash at Alaska's option.

As a condition to receiving an extension of PSP funds, Alaska Airlines and
Horizon Air agreed to refrain from conducting involuntary furloughs or reducing
employee rates of pay or benefits through March 31, 2021, and to limit executive
compensation through October 1, 2022. Alaska Air Group agreed to continue
suspension of dividends and share repurchases until March 31, 2022.

Treasury Loan Agreement



In the third quarter of 2020, the Company finalized a Loan and Guarantee
Agreement (the Loan Agreement) with the Treasury to obtain up to $1.3 billion
via a secured term loan facility. The Loan Agreement was subsequently increased
by the Treasury in October 2020 to $1.9 billion. Upon execution of the Loan
Agreement, the Company borrowed an initial amount of $135 million.

On January 15, 2021, the Company entered into a letter agreement further
amending the Loan Agreement providing for an extension of the deadline pursuant
to which the Company may, at its option, borrow additional amounts in subsequent
borrowings, from March 26, 2021 to May 28, 2021.

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information described under Item 1.01 above "Entry into a Material Definitive Agreement" is incorporated herein by reference.

ITEM 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 20, 2021, the Board of Directors of Alaska Air Group, Inc. (the "Company") appointed Daniel K. Elwell to the Company's and its airline subsidiaries' boards of directors, effective immediately. He was also appointed to the Audit and Innovation Committees of the Company's Board of Directors.

Mr. Elwell will participate in the current director compensation arrangements
applicable to non-employee directors. Under the terms of those arrangements, Mr.
Elwell received a prorated annual cash retainer of $21,990 for service on the
Company's board for the period from his appointment until the Company's next
annual meeting of stockholders. In addition, under the Company's 2016
Performance Incentive Plan, Mr. Elwell received a grant of Alaska Air Group,
Inc. common shares, determined by dividing the grant value $29,320 by the
closing price of the Company's common stock on January 20, 2021.
In connection with Mr. Elwell's appointment, the number of seats on the
Company's and its airline subsidiaries' boards of directors was increased by
actions of each board from 13 to 14.

ITEM 7.01. Regulation FD Disclosure

On January 20, 2021, the Company issued a press release announcing the appointment of Daniel K. Elwell to the Company's board of directors. The press release is furnished as Exhibit 99.1.

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ITEM 9.01 Financial Statements and Other Exhibits
(d) Exhibits.
  Exhibit 99.1              Alaska Air Group Press Release
104                         Cover Page Interactive Data File - embedded

within the Inline XBRL Document

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