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

Relevant comparative operating statistics for the three months ended March 31, 2024 and 2023 are included below. The Company provides these operating statistics because they are commonly used in the airline industry and, as such, allow readers to compare the Company’s performance against its results for the prior year period, as well as against the performance of the Company’s peers.

						Three months ended March 31,
						2024						2023						Change
Revenue passengers carried (000s)						32,872						30,231						8.7		%
Enplaned passengers (000s)						40,897						37,666						8.6		%
Revenue passenger miles (RPMs) (in millions)(a)						33,087						29,547						12.0		%
Available seat miles (ASMs) (in millions)(b)						42,248						38,062						11.0		%
Load factor(c)						78.3		%				77.6		%				0.7			pts.
Average length of passenger haul (miles)						1,007						977						3.1		%
Average aircraft stage length (miles)						753						715						5.3		%
Trips flown						349,979						334,121						4.7		%
Seats flown (000s)(d)						55,694						52,719						5.6		%
Seats per trip(e)						159.1						157.8						0.8		%
Average passenger fare						$	173.76					$	168.88					2.9		%
Passenger revenue yield per RPM (cents)(f)						17.26						17.28						(0.1)		%
Operating revenues per ASM (cents)(g)						14.98						14.99						(0.1)		%
Passenger revenue per ASM (cents)(h)						13.52						13.41						0.8		%
Operating expenses per ASM (cents)(i)						15.91						15.74						1.1		%
Operating expenses per ASM, excluding fuel (cents)						12.28						11.67						5.2		%
Operating expenses per ASM, excluding fuel and profitsharing (cents)						12.28						11.67						5.2		%
Fuel costs per gallon, including fuel tax						$	2.92					$	3.19					(8.5)		%
Fuel costs per gallon, including fuel tax (economic)						$	2.92					$	3.19					(8.5)		%
Fuel consumed, in gallons (millions)						524						483						8.5		%
Active fulltime equivalent Employees						74,695						69,868						6.9		%
Aircraft at end of period						819						793						3.3		%

(a)A revenue passenger mile is one paying passenger flown one mile. Also referred to as "traffic," which is a measure of demand for a given period.

(b)An available seat mile is one seat (empty or full) flown one mile. Also referred to as "capacity," which is a measure of the space available to carry passengers in a given period.

(c)Revenue passenger miles divided by available seat miles.

(d)Seats flown is calculated using total number of seats available by aircraft type multiplied by the total trips flown by the same aircraft type during a particular period.

(e)Seats per trip is calculated by dividing seats flown by trips flown.

(f)Calculated as passenger revenue divided by revenue passenger miles. Also referred to as "yield," this is the average cost paid by a paying passenger to fly one mile, which is a measure of revenue production and fares.

(g)Calculated as operating revenues divided by available seat miles. Also referred to as "operating unit revenues" or "RASM," this is a measure of operating revenue production based on the total available seat miles flown during a particular period.

(h)Calculated as passenger revenue divided by available seat miles. Also referred to as "passenger unit revenues," this is a measure of passenger revenue production based on the total available seat miles flown during a particular period.

(i)Calculated as operating expenses divided by available seat miles. Also referred to as "unit costs" or "cost per available seat mile," this is the average cost to fly an aircraft seat (empty or full) one mile, which is a measure of cost efficiencies.

Financial Overview

The Company recorded first quarter 2024 operating revenues of $6.3 billion, a first quarter record, due to strong demand and continued capacity growth combined with record first quarter ancillary revenue, passengers carried, and new Rapid Rewards Members. The Company nevertheless reported a first quarter 2024 net loss of $231 million, primarily because of higher salaries, wages, and benefits expense and maintenance materials and repairs expense.

In late December 2022, the Company experienced a wide-scale operational disruption as extreme winter weather across a significant portion of the United States impacted its operational plan and flight schedules. Subsequent to Winter Storm Elliott, the Company was challenged to realign flight crews, flight schedules, and aircraft for a period of several days during this peak demand travel period. This disruption and subsequent recovery efforts resulted in the cancellation of more than 16,700 flights during the period from December 21 through December 31, 2022. For first quarter 2023, these events also created a deceleration in bookings, largely isolated to January and February 2023, as well as additional expenses primarily in the form of reimbursing Customers for costs incurred as a result of the flight cancellations. The financial impact of this disruption on first quarter 2023 results was approximately $380 million on a pre-tax basis. Other than a fourth quarter 2023 charge associated with a Department of Transportation settlement of $107 million, there were no material impacts to operating revenues or expenses as a result of this disruption beyond first quarter 2023.

The Company recorded first quarter results for 2024 and 2023 on an accounting principles generally accepted in the United States ("GAAP") and non-GAAP basis, as noted in the following tables. See Note Regarding Use of Non-GAAP Financial Measures and the Reconciliation of Reported Amounts to Non-GAAP Financial Measures for additional detail regarding non-GAAP financial measures.

						Three months ended March 31,
(in millions, except per share amounts)
GAAP						2024						2023						Change
Operating loss						$	(393)					$	(284)					38.4		%
Net loss						$	(231)					$	(159)					45.3		%
Net loss per share, diluted						$	(0.39)					$	(0.27)					44.4		%
Non-GAAP
Operating loss						$	(377)					$	(284)					32.7		%
Net loss						$	(218)					$	(163)					33.7		%
Net loss per share, diluted						$	(0.36)					$	(0.27)					33.3		%

The Company's net loss for the three months ended March 31, 2024, on a GAAP and non-GAAP basis, increased compared to the same prior year period primarily due to higher salaries, wages, and benefits expense and maintenance materials and repairs expense, partially offset by the prior year financial impact of the previously mentioned Winter Storm Elliot and the Company's December 2022 operational disruption.

2024 Outlook

The following tables present current selected financial guidance for second quarter and full year 2024:

									2Q 2024 Estimation
RASM (a), year-over-year									Down 1.5% to 3.5%
ASMs (b), year-over-year									Up 8% to 9%
Economic fuel costs per gallon (c)(d)									$2.70 to $2.80
Fuel hedging premium expense per gallon									$0.07
Fuel hedging cash settlement gains per gallon									$0.04
ASMs per gallon (fuel efficiency)									80 to 81
CASM-X (e), year-over-year (c)(f)									Up 6.5% to 7.5%
Scheduled debt repayments (millions)									~$7
Interest expense (millions)									~$62

									2024 Estimation
ASMs (b), year-over-year									Up ~4%
Economic fuel costs per gallon (c)(d)									$2.70 to $2.80
Fuel hedging premium expense per gallon									$0.07
Fuel hedging cash settlement gains per gallon									$0.04
CASM-X (e), year-over-year (c)(f)									Up 7% to 8%
Scheduled debt repayments (millions)									~$29
Interest expense (millions)									~$252
Aircraft (g)									802
Effective tax rate									24% to 25%
Capital spending (billions)									~$2.5

(a) Operating revenue per available seat mile ("RASM" or "unit revenues").

(b) Available seat miles ("ASMs" or "capacity"). The Company's flight schedule is published for sale through March 5, 2025. The Company expects third quarter 2024 capacity to increase in the low-single digits and fourth quarter 2024 capacity to decrease in the low- to mid-single digits, resulting in capacity growth in the range of flat to down low-single digits in second half 2024, all on a year-over-year percentage basis.

(c) See Note Regarding Use of Non-GAAP Financial Measures for additional information on special items. In addition, information regarding special items and economic results is included in the accompanying table Reconciliation of Reported Amounts to Non-GAAP Measures (also referred to as "excluding special items").

(d) Based on the Company's existing fuel derivative contracts and market prices as of April 18, 2024, second quarter and full year 2024 economic fuel costs per gallon are both estimated to be in the range of $2.70 to $2.80. Economic fuel cost projections do not reflect the potential impact of special items because the Company cannot reliably predict or estimate the hedge accounting impact associated with the volatility of the energy markets, or the impact to its financial statements in future periods. Accordingly, the Company believes a reconciliation of non-GAAP financial measures to the equivalent GAAP financial measures for projected results is not meaningful or available without unreasonable effort. See Note Regarding Use of Non-GAAP Financial Measures.

(e) Operating expenses per available seat mile, excluding fuel and oil expense, special items, and profitsharing ("CASM-X").

(f) Projections do not reflect the potential impact of fuel and oil expense, special items, and profitsharing because the Company cannot reliably predict or estimate those items or expenses or their impact to its financial statements in future periods, especially considering the significant volatility of the fuel and oil expense line item. Accordingly, the Company believes a reconciliation of non-GAAP financial measures to the equivalent GAAP financial measures for these projected results is not meaningful or available without unreasonable effort.

(g) Aircraft on property, end of period. The Company now plans for approximately 20 Boeing 737-8 ("-8") aircraft deliveries and 35 aircraft retirements in 2024, comprised of 31 Boeing 737-700s ("-700") and four Boeing 737-800s ("-800"). This is compared with its previous plan for approximately 46 -8 deliveries and 49 aircraft retirements. The delivery schedule for the Boeing 737-7 ("-7") is dependent on the Federal Aviation Administration ("FAA") issuing required certifications and approvals to The Boeing Company ("Boeing") and the Company. The FAA will ultimately determine the timing of the -7 certification and entry into service, and Boeing may continue to experience manufacturing challenges, so the Company offers no assurances that current estimations and timelines will be met.

Based on current booking trends, the Company continues to expect an all-time quarterly record for operating revenue in second quarter 2024. Second quarter 2024 RASM is expected to decrease in the range of 1.5 percent to 3.5 percent, on capacity growth of 8 percent to 9 percent, both year-over-year. The comparison includes just over one point of year-over-year headwind from the combined impact of Easter and 4th of July timing. Once again, the Company currently expects nominal second quarter 2024 sequential RASM trends to exceed normal seasonal trends. This anticipated sequential improvement includes expected benefits from revenue initiatives—most notably a full quarter of network optimization. The Company's initiatives, which include the estimated benefit of network changes, are expected to contribute between $1.0 billion and $1.5 billion in 2024 year-over-year pre-tax profits, compared with its initial plan of roughly $1.5 billion.

Significant challenges presented by Boeing aircraft delivery delays, and the related reduction in second half 2024 capacity, negatively impacted the Company's previous expectation for double-digit percentage year-over-year operating revenue growth for full year 2024. As such, the Company now expects full year 2024 year-over-year percentage operating revenue growth approaching high-single digits when adjusted for current trends and planned reductions for post-summer schedules.

The Company continues to expect inflationary cost pressures throughout the year, driving second quarter 2024 CASM-X to an expected increase in the range of 6.5 percent to 7.5 percent, year-over-year. The Company expects full year 2024 CASM-X to increase in the range of 7 percent to 8 percent, based on a reduction of roughly 2 points of lower than expected capacity, on a year-over-year basis.

Company Overview

The recent news from Boeing regarding further aircraft delivery delays presents significant challenges for both 2024 and 2025. The Company is reacting and replanning quickly to mitigate the operational and financial impacts while maintaining dependable and reliable flight schedules for its Customers. To improve its financial performance, the Company has intensified its network optimization efforts to address underperforming markets, including making the difficult decision to cease operations at Bellingham International Airport, Cozumel International Airport, Houston's George Bush Intercontinental Airport, and Syracuse Hancock International Airport on August 4, 2024, and significantly restructure other markets, most notably by implementing capacity reductions in both Hartsfield-Jackson Atlanta International Airport and Chicago O'Hare International Airport. Additionally, the Company is evaluating options to enhance its Customer Experience as it studies product preferences and expectations, including onboard seating and its cabin. The Company is also simultaneously implementing cost control initiatives, including limiting hiring and offering voluntary time off programs, and now expects to end 2024 with approximately 2,000 fewer Employees as compared with the end of 2023.

On April 24, 2024, the Company's nearly 20,000 Flight Attendants, represented by the Transport Workers of America Union Local 556 ("TWU 556"), voted to ratify a four-year contract extension with the Company. The newly ratified agreement becomes amendable in May 2028.

On March 21, 2024, the Company's nearly 18,000 Ramp, Operations, Provisioning, and Cargo Agents, represented by the Transport Workers Union Local 555 ("TWU 555"), voted to ratify a five-year contract extension with the Company. The newly ratified agreement becomes amendable in March 2029.

On January 22, 2024, the Company's nearly 11,000 Pilots, represented by Southwest Airlines Pilots Association ("SWAPA"), voted to ratify a five-year contract extension with the Company. The newly ratified agreement becomes amendable in January 2029.

On February 28, 2024, the Company announced the launch of Southwest Airlines Renewable Ventures, LLC ("SARV"), a wholly owned subsidiary of the Company dedicated to creating more opportunities to obtain scalable sustainable aviation fuel ("SAF"), a critical component in the success of the Company's goal to replace 10 percent of its total jet fuel consumption with SAF by 2030. The Company also announced a $30 million investment in LanzaJet, Inc., a SAF technology provider and producer, as part of the SARV investment portfolio. Furthermore, on

March 28, 2024, the Company announced the acquisition of SAFFiRE Renewables, LLC ("SAFFiRE"), also as part of the SARV investment portfolio. SAFFiRE is part of a project supported by the U.S. Department of Energy to develop and produce scalable renewable ethanol that can be upgraded into SAF. These investments are key to the Company's approach towards sustainability and goal of achieving net zero carbon emissions by 2050.

During first quarter 2024, the Company announced new Customer Experience enhancements and plans, including a redesigned cabin and new seats. The redesigned aircraft cabin interior is expected to debut in early 2025 and is intended to enhance the Company's inflight Customer Experience. These updates join other enhancements the Company has begun implementing, such as enhanced WiFi, onboard power ports and larger overhead bins, and new functionality on the Company's digital platforms and airport kiosks, such as same-day standby, digital bag tracking, and online baggage check-in.

The Company ended first quarter 2024 with 819 Boeing 737 aircraft, including 228 -8 aircraft. During first quarter 2024, the Company retired three -700 aircraft and took delivery of five -8 aircraft. In 2023, the Company updated its order book with Boeing to help modernize the Company's fleet with less carbon-intensive aircraft and enable the Company's long-term growth plans. In April 2024, the Company entered into a Supplemental Agreement with Boeing in response to the continued -7 certification delay to (i) formalize the conversion of 19 2025 -7 firm orders into -8 firm orders as of March 31, 2024, and (ii) shift one 2025 -8 option into 2026 as of April 2024. See Note 9 to the unaudited Condensed Consolidated Financial Statements for further information.

The Company is currently planning for approximately 20 -8 aircraft deliveries in 2024, which differs from its contractual order book due to Boeing's continued manufacturing challenges and the current status of the -7 certification. The Company plans to retire approximately 35 aircraft, comprised of 31 -700s and four -800s, ending 2024 with roughly 802 aircraft in its fleet. The Company's aircraft delivery and retirement expectations for 2024 and beyond are fluid and subject to Boeing's production capability.

The Company has published its flight schedule through March 5, 2025. The Company continues to focus on its goals of operational excellence and reliability, regaining efficiencies, increasing productivity, and returning margins back to historical levels.

As part of its commitment to corporate sustainability, the Company expects to publish its 2023 One Report and Diversity, Equity, and Inclusion ("DEI") Report on May 8, 2024. These reports describe the Company's sustainability strategies, which include the Company’s fuel conservation and emissions mitigation initiatives and other efforts to minimize greenhouse gas emissions and address other environmental matters such as energy and water conservation, waste minimization, and recycling, and dive deeper into the Company's DEI goals and initiatives and highlight the Company's DEI plans for the future. Information contained in the Southwest One Report and/or the DEI Report is not incorporated by reference into, and does not constitute a part of, this Form 10-Q. While the Company believes that the disclosures contained in the Southwest One Report, the DEI Report, and other voluntary disclosures regarding environmental, social, and governance (“ESG”) matters are responsive to various areas of investor interest, the Company believes that certain of these disclosures address matters that are currently not material in the near term to the Company’s operations, strategy, financial condition, or financial results, although this view may change in the future based on new information that could materially alter the estimates, assumptions, or timelines used to create these disclosures. Given the estimates, assumptions, and timelines used to create the Southwest One Report, the DEI Report, and other voluntary disclosures, the materiality of these disclosures is inherently difficult to assess.

Material Changes in Results of Operations

Comparison of three months ended March 31, 2024 and March 31, 2023

Operating Revenues

Total operating revenues for first quarter 2024 increased by $623 million, or 10.9 percent, year-over-year, to achieve a first quarter Company record of $6.3 billion. Passenger revenues for first quarter 2024 increased by $607 million, or 11.9 percent, year-over-year. Other revenues for first quarter 2024 increased by $15 million, or 2.7 percent, year-over-year. These revenue increases were primarily due to an 11.0 percent increase in capacity and a 2.9 percent higher average fare, aided by record first quarter ancillary revenue and passengers carried. The Company's Rapid Rewards® loyalty program continues to be a point of strength, with record first quarter new Member additions and a first quarter record level of Member engagement, as measured by record first quarter spend on the Company's co-branded Chase® Visa credit card. First quarter 2024 managed business revenues (defined as travel booked through the Company's managed business tools) strengthened sequentially, finishing roughly flat when compared with first quarter 2019 levels, and up approximately 25 percent, year-over-year, partially as a result of the first quarter 2023 deceleration in bookings following the operational disruption. First quarter 2024 RASM was 14.98 cents, essentially flat with first quarter 2023.

Operating Expenses

Operating expenses for first quarter 2024 increased by $732 million, or 12.2 percent, compared with first quarter 2023, while capacity increased 11.0 percent over the same prior year period. The vast majority of the dollar increase was due to higher Salaries, wages, and benefits expense and Maintenance materials and repairs expense. Historically, except for changes in the price of fuel, changes in Operating expenses for airlines have been largely driven by changes in capacity, or ASMs. The following table presents the Company's Operating expenses per ASM for the first quarter of 2024 and 2023, followed by explanations of these changes on a dollar basis. Unless otherwise specified, changes on a per ASM basis were driven by changes in capacity, which increased and caused the Company's fixed costs to be spread over significantly more ASMs.

			Three months ended March 31,												Per ASM change						Percent change
(in cents, except for percentages)			2024						2023
Salaries, wages, and benefits			6.96		¢				6.51		¢				0.45		¢				6.9		%
Fuel and oil			3.63						4.07						(0.44)						(10.8)
Maintenance materials and repairs			0.85						0.63						0.22						34.9
Landing fees and airport rentals			1.10						1.07						0.03						2.8
Depreciation and amortization			0.96						0.96						—						—
Other operating expenses			2.41						2.50						(0.09)						(3.6)
Total			15.91		¢				15.74		¢				0.17		¢				1.1		%

Operating expenses per ASM for first quarter 2024 increased by 1.1 percent, compared with first quarter 2023, primarily due to increases in Salaries, wages, and benefits expense and Maintenance, materials and repairs expense, partially offset by a decrease in the Company's fuel cost per gallon. Operating expenses per ASM for first quarter 2024, excluding Fuel and oil expense, profitsharing, and special items (a non-GAAP financial measure), increased 5.0 percent, compared with first quarter 2023, primarily due to higher 2024 overall labor cost increases, as well as pressure from maintenance expenses. See Note Regarding Use of Non-GAAP Financial Measures and the Reconciliation of Reported Amounts to Non-GAAP Financial Measures for additional detail regarding non-GAAP financial measures.

Salaries, wages, and benefits expense for first quarter 2024 increased by $462 million, or 18.6 percent, compared with first quarter 2023. On a per ASM basis, first quarter 2024 Salaries, wages, and benefits expense increased 6.9 percent, compared with first quarter 2023. On a dollar and per ASM basis, the increase was primarily due to step/pay rate increases and related benefits for certain workgroups (including the recently ratified labor contract with the Company's Pilots effective January 1, 2024), including market wage rate accruals for open collective bargaining agreements through first quarter 2024. See Note Regarding Use of Non-GAAP Financial Measures and the

Reconciliation of Reported Amounts to Non-GAAP Financial Measures for additional detail regarding non-GAAP measures.

Fuel and oil expense for first quarter 2024 decreased by $16 million, or 1.0 percent, compared with first quarter 2023. On a per ASM basis, first quarter 2024 Fuel and oil expense decreased 10.8 percent. On a dollar basis, the decrease was primarily attributable to a decrease in fuel prices, partially offset by an increase in fuel gallons consumed. The Company's first quarter 2024 average economic jet fuel price of $2.92 per gallon is net of approximately $18 million in cash settlements from hedging activities. On a per ASM basis, the majority of the change was also due to lower average economic jet fuel prices. The following table provides more information on the Company's economic fuel cost per gallon, including the impact of fuel hedging premium expense and fuel derivative contract settlements:

			Three months ended March 31,
			2024						2023
Economic fuel costs per gallon			$	2.92					$	3.19
Fuel hedging premium expense (in millions)			$	39					$	30
Fuel hedging cash settlement gain (in millions)			$	18					$	58
Fuel hedging premium expense per gallon			$	0.08					$	0.06
Fuel hedging cash settlement gain per gallon			$	0.04					$	0.12

See Note Regarding Use of Non-GAAP Financial Measures and the Reconciliation of Reported Amounts to Non-GAAP Financial Measures for additional detail regarding non-GAAP financial measures.

The Company's first quarter 2024 available seat miles per gallon ("fuel efficiency") increased 2.5 percent, year-over-year, due to operating more -8 aircraft, the Company's most fuel-efficient aircraft, as a percentage of its fleet. The continued deliveries of MAX aircraft are expected to remain critical to the Company's efforts to modernize its fleet, reduce carbon emissions intensity, and achieve its near-term environmental sustainability goals.

The Company's multi-year fuel hedging program continues to provide protection against spikes in energy prices. The Company's current fuel derivative contracts contain a combination of instruments based on West Texas Intermediate and Brent crude oil, and refined products, such as heating oil. The economic fuel price per gallon sensitivities provided in the table below assume the relationship between Brent crude oil and refined products based on market prices as of April 18, 2024.

			Estimated economic fuel price per gallon, including taxes and fuel hedging premiums (b)
Average Brent Crude Oil price per barrel			2Q 2024			2024
$70			$2.45 - $2.55			$2.50 - $2.60
$80			$2.65 - $2.75			$2.70 - $2.80
Current Market (a)			$2.70 - $2.80			$2.70 - $2.80
$90			$2.80 - $2.90			$2.85 - $2.95
$100			$3.00 - $3.10			$3.05 - $3.15
$110			$3.10 - $3.20			$3.15 - $3.25
Fair market value of fuel derivative contracts settling in period			$27 million			$109 million
Estimated premium costs			$39 million			$158 million

(a) Brent crude oil average market prices as of April 18, 2024, were $87 and $84 per barrel for second quarter and full year 2024, respectively.

(b) Based on the Company's existing fuel derivative contracts and market prices as of April 18, 2024, second quarter and full year 2024 economic fuel costs per gallon are both estimated to be in the range of $2.70 to $2.80. Economic fuel cost projections

do not reflect the potential impact of special items because the Company cannot reliably predict or estimate the hedge accounting impact associated with the volatility of the energy markets, or the impact to its financial statements in future periods. Accordingly, the Company believes a reconciliation of non-GAAP financial measures to the equivalent GAAP financial measures for projected results is not meaningful or available without unreasonable effort. See Note Regarding Use of Non-GAAP Financial Measures.

In addition, the Company is providing its maximum percentage of estimated fuel consumption covered by fuel derivative contracts in the following table:

Period			Maximum fuel hedged percentage (a)(b)
2024			58%
2025			47%
2026			26%

(a) Based on the Company's current available seat mile plans. The Company is currently 55 percent hedged in second quarter 2024 and 58 percent hedged for second half 2024.

(b) The Company's maximum fuel hedged percentage is calculated using the maximum number of gallons that are covered by derivative contracts divided by the Company's estimate of total fuel gallons to be consumed for each respective period. The Company's maximum number of gallons that are covered by derivative contracts may be at different strike prices and at strike prices materially higher than the current market prices. The volume of gallons covered by derivative contracts that are ultimately exercised in any given period may vary significantly from the volumes used to calculate the Company's maximum fuel hedged percentages, as market prices and the Company's fuel consumption fluctuate.

As a result of applying hedge accounting in prior periods, the Company has amounts in Accumulated other comprehensive income ("AOCI") that will be recognized in the unaudited Condensed Consolidated Statement of Comprehensive Loss in future periods when the underlying fuel derivative contracts settle. The following table displays the Company's estimated fair value of remaining fuel derivative contracts (not considering the impact of the cash collateral provided to or received from counterparties—see Note 3 to the unaudited Condensed Consolidated Financial Statements for further information), as well as the deferred amounts in AOCI as of March 31, 2024, and the expected future periods in which these items are expected to settle and/or be recognized in the unaudited Condensed Consolidated Statement of Comprehensive Loss (in millions):

Year						Fair value of fuel derivative contracts at March 31, 2024						Amount of gains (losses) deferred in AOCI at March 31, 2024 (net of tax)
Remainder of 2024						$	91					$	(20)
2025						80						(52)
2026						86						(13)
Total						$	257					$	(85)

Maintenance materials and repairs expense for first quarter 2024 increased by $121 million, or 50.4 percent, compared with first quarter 2023. On a per ASM basis, Maintenance materials and repairs expense increased 34.9 percent, compared with first quarter 2023. On a dollar and per ASM basis, approximately 65 percent of the increase was due to an increase in expense associated with the Company's -800 engines, as the -800 aircraft emerge from their maintenance “honeymoon” period, during which the engines have required significantly lower levels of maintenance while in the early phases of their useful lives. The remainder of the increase is primarily due to airframe repairs and various other engine repairs for the -700 fleet.

Landing fees and airport rentals expense for first quarter 2024 increased by $56 million, or 13.7 percent, compared with first quarter 2023. On a per ASM basis, Landing fees and airport rentals expense increased 2.8 percent, compared with first quarter 2023. On a dollar and per ASM basis, the increase was primarily due to an increase in airport rental expense throughout the network driven by higher rates charged by airports.

Depreciation and amortization expense for first quarter 2024 increased by $43 million, or 11.8 percent, compared with first quarter 2023. On a per ASM basis, Depreciation and amortization expense remained flat, compared with first quarter 2023. On a dollar basis, approximately 50 percent of the increase was due to accelerating the

depreciation for certain -700 aircraft planned for early retirement in 2024. The remainder of the year-over-year increase was primarily due to the acquisition of 61 -8 aircraft since first quarter 2023, net of 35 -700 retirements.

Other operating expenses for first quarter 2024 increased by $66 million, or 6.9 percent, compared with first quarter 2023. Included within this line item was aircraft rentals expense in the amounts of $51 million and $50 million for the three-month periods ended March 31, 2024 and 2023, respectively. On a per ASM basis, Other operating expenses decreased 3.6 percent, compared with first quarter 2023. The dollar increase in Other operating expenses was partially offset by a decrease in costs associated with the Company's December 2022 operational disruption, the majority of which were accrued in 2022, but some of which were adjusted in first quarter 2023, which was also the primary driver of the year-over-year decline on a per-ASM basis. Excluding the impact of these first quarter 2023 expenses associated with the disruption, (i) approximately 30 percent of the year-over-year increase, on a dollar basis, was due to higher advertising expense, (ii) approximately 20 percent was due to higher revenue related expenses (including credit card processing charges), (iii) approximately 15 percent was due to higher personnel expenses, primarily associated with increased capacity and inflationary pressure, and (iv) approximately 15 percent was due to higher professional fees, driven by an increase in technology projects.

Other expenses (income)

Interest income for first quarter 2024 increased by $16 million, or 12.8 percent, compared with first quarter 2023, primarily due to higher interest rates earned on the Company's cash and short-term investments.

The following table displays the components of Other (gains) losses, net, for the three months ended March 31, 2024 and 2023:

			Three months ended March 31,
(in millions)			2024						2023
Mark-to-market impact from fuel contracts settling in future periods			$	1					$	—
Unrealized mark-to-market adjustment on available for sale securities			—						(4)
Mark-to-market impact on deferred compensation plan investments			(14)						(10)
Other			1						—
			$	(12)					$	(14)

Income Taxes

The Company's effective tax rate was 22.5 percent in first quarter 2024, compared with 22.0 percent in first quarter 2023. The year-over-year increase in the tax rate was primarily due to an increase in nondeductible expenses related to higher per diem rates and employee fringe benefits. The Company currently estimates its annual 2024 effective tax rate to be in the range of 24 percent to 25 percent.

Reconciliation of Reported Amounts to Non-GAAP Financial Measures (excluding special items) (unaudited)

(in millions, except per share amounts and per ASM amounts)

			Three months ended March 31,												Percent
			2024						2023						Change
Fuel and oil expense, unhedged			$	1,510					$	1,575
Add: Premium cost of fuel contracts designated as hedges			39						30
Deduct: Fuel hedge gains included in Fuel and oil expense, net			(18)						(58)
Fuel and oil expense, as reported (and economic)			$	1,531					$	1,547					(1.0)
Total operating expenses, net, as reported			$	6,722					$	5,990
Deduct: Labor contract adjustment (a)			(9)						—
Deduct: Litigation accrual			(7)						—
Total operating expenses, excluding special items			$	6,706					$	5,990					12.0
Deduct: Fuel and oil expense, as reported (and economic)			(1,531)						(1,547)
Operating expenses, excluding Fuel and oil expense, special items, and profitsharing			$	5,175					$	4,443					16.5
Operating loss, as reported			$	(393)					$	(284)
Add: Labor contract adjustment (a)			9						—
Add: Litigation accrual			7						—
Operating loss, excluding special items			$	(377)					$	(284)					32.7
Other gains, net, as reported			$	(12)					$	(14)
Deduct: Mark-to-market impact from fuel contracts settling in future periods (b)			(1)						—
Add: Unrealized mark-to-market adjustment on available for sale securities			—						4
Other gains, net, excluding special items			$	(13)					$	(10)					30.0%
Loss before income taxes, as reported			$	(298)					$	(205)
Add: Labor contract adjustment (a)			9						—
Add: Mark-to-market impact from fuel contracts settling in future periods (b)			1						—
Add: Litigation accrual			7						—
Deduct: Unrealized mark-to-market adjustment on available for sale securities			—						(4)
Loss before income taxes, excluding special items			$	(281)					$	(209)					34.4
Benefit for income taxes, as reported			$	(67)					$	(46)
Add: Net loss tax impact of fuel and special items (c)			4						—
Benefit for income taxes, net, excluding special items			$	(63)					$	(46)					37.0
Net loss, as reported			$	(231)					$	(159)
Add: Labor contract adjustment (a)			9						—
Add: Mark-to-market impact from fuel contracts settling in future periods (b)			1						—
Add: Litigation accrual			7						—
Deduct: Unrealized mark-to-market adjustment on available for sale securities			—						(4)
Deduct: Net loss tax impact of special items (c)			(4)						—
Net loss, excluding special items			$	(218)					$	(163)					33.7

			Three months ended March 31,												Percent
			2024						2023						Change
Net loss per share, diluted, as reported			$	(0.39)					$	(0.27)
Add: Impact of special items			0.04						—
Deduct: Net loss tax impact of special items (c)			(0.01)						—
Net loss per share, diluted, excluding special items			$	(0.36)					$	(0.27)					33.3
Operating expenses per ASM (cents)			15.91		¢				15.74		¢
Deduct: Impact of special items			(0.03)						—
Deduct: Fuel and oil expense divided by ASMs			(3.63)						(4.07)
Operating expenses per ASM, excluding Fuel and oil expense, special items, and profitsharing (cents)			12.25		¢				11.67		¢				5.0

(a) Represents changes in estimate related to the contract ratification bonus for the Company’s Ramp, Operations, Provisioning, & Cargo Agents as part of the tentative agreement ratified in March 2024 with TWU 555. The Company began accruing for all of its open labor contracts on April 1, 2022.

(b) See Note 3 to the unaudited Condensed Consolidated Financial Statements for further information.

(c) Tax amounts for each individual special item are calculated at the Company's effective rate for the applicable period and totaled in this line item.

Non-GAAP Return on Invested Capital (ROIC) (in millions) (unaudited)

			Twelve months ended
			March 31, 2024
Operating income, as reported			$	115
TWU 555 contract adjustment			9
TWU 556 contract adjustment			180
SWAPA contract adjustment			354
Net impact from fuel contracts			17
DOT settlement			107
Litigation settlements			19
Operating income, non-GAAP			$	801
Net adjustment for aircraft leases (a)			128
Adjusted operating income, non-GAAP (A)			$	929
Non-GAAP tax rate (B)			23.5		%	(d)
Net operating profit after-tax, NOPAT (A (1-B) = C)*			$	711
Debt, including finance leases (b)			$	8,016
Equity (b)			10,571
Net present value of aircraft operating leases (b)			990
Average invested capital			$	19,577
Equity adjustment for hedge accounting (c)			(99)
Adjusted average invested capital (D)			$	19,478
Non-GAAP ROIC, pre-tax (A/D)			4.8		%
Non-GAAP ROIC, after tax (C/D)			3.7		%

(a) Net adjustment related to presumption that all aircraft in fleet are owned (i.e., the impact of eliminating aircraft rent expense and replacing with estimated depreciation expense for those same aircraft). The Company makes this adjustment to enhance comparability to other entities that have different capital structures by utilizing alternative financing decisions.

(b) Calculated as an average of the five most recent quarter end balances or remaining obligations. The Net present value of aircraft operating leases represents the assumption that all aircraft in the Company’s fleet are owned, as it reflects the remaining contractual commitments discounted at the Company's estimated incremental borrowing rate as of the time each individual lease was signed.

(c) The Equity adjustment in the denominator adjusts for the cumulative impacts, in Accumulated other comprehensive income and Retained earnings, of gains and/or losses that will settle in future periods, including those associated with the Company's fuel hedges. The current period impact of these gains and/or losses is reflected in the Net impact from fuel contracts in the numerator.

(d) The GAAP twelve month rolling tax rate as of March 31, 2024, was 27.1 percent, and the Non-GAAP twelve month rolling tax rate was 23.5 percent. See Note Regarding Use of Non-GAAP Financial Measures for additional information.

Note Regarding Use of Non-GAAP Financial Measures

The Company's unaudited Condensed Consolidated Financial Statements are prepared in accordance with GAAP. These GAAP financial statements may include (i) unrealized noncash adjustments and reclassifications, which can be significant, as a result of accounting requirements and elections made under accounting pronouncements relating to derivative instruments and hedging and (ii) other charges and benefits the Company believes are unusual and/or infrequent in nature and thus may make comparisons to its prior or future performance difficult.

As a result, the Company also provides financial information in this filing that was not prepared in accordance with GAAP and should not be considered as an alternative to the information prepared in accordance with GAAP. The Company provides supplemental non-GAAP financial information (also referred to as "excluding special items"), including results that it refers to as "economic," which the Company's management utilizes to evaluate its ongoing financial performance and the Company believes provides additional insight to investors as supplemental information to its GAAP results. The non-GAAP measures provided that relate to the Company’s performance on an economic fuel cost basis include Operating expenses, non-GAAP excluding Fuel and oil expense; Operating expenses, non-GAAP excluding Fuel and oil expense and profitsharing; Operating loss, non-GAAP; Other gains, net, non-GAAP; Loss before income taxes, non-GAAP; Benefit for income taxes, net, non-GAAP; Net loss, non-GAAP; Net loss per share, diluted, non-GAAP; and Operating expenses per ASM, non-GAAP, excluding Fuel and oil expense and profitsharing (cents). The Company's economic Fuel and oil expense results differ from GAAP results in that they only include the actual cash settlements from fuel hedge contracts - all reflected within Fuel and oil expense in the period of settlement. Thus, Fuel and oil expense on an economic basis has historically been utilized by the Company, as well as some of the other airlines that utilize fuel hedging, as it reflects the Company’s actual net cash outlays for fuel during the applicable period, inclusive of settled fuel derivative contracts. Any net premium costs paid related to option contracts that are designated as hedges are reflected as a component of Fuel and oil expense, for both GAAP and non-GAAP (including economic) purposes in the period of contract settlement. The Company believes these economic results provide further insight into the impact of the Company's fuel hedges on its operating performance and liquidity since they exclude the unrealized, noncash adjustments and reclassifications that are recorded in GAAP results in accordance with accounting guidance relating to derivative instruments, and they reflect all cash settlements related to fuel derivative contracts within Fuel and oil expense. This enables the Company's management, as well as investors and analysts, to consistently assess the Company's operating performance on a year-over-year or quarter-over-quarter basis after considering all efforts in place to manage fuel expense. However, because these measures are not determined in accordance with GAAP, such measures are susceptible to varying calculations, and not all companies calculate the measures in the same manner. As a result, the aforementioned measures, as presented, may not be directly comparable to similarly titled measures presented by other companies.

Further information on (i) the Company's fuel hedging program, (ii) the requirements of accounting for derivative instruments, and (iii) the causes of hedge ineffectiveness and/or mark-to-market gains or losses from derivative instruments is included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Note 3 to the unaudited Condensed Consolidated Financial Statements.

The Company’s GAAP results in the applicable periods may include other charges or benefits that are also deemed "special items," that the Company believes make its results difficult to compare to prior periods, anticipated future periods, or industry trends. Financial measures identified as non-GAAP (or as excluding special items) have been adjusted to exclude special items. For the periods presented, in addition to the items discussed above, special items include:

1.Accruals associated with labor contract negotiations with TWU 555, which represents the Company’s Ramp, Operations, Provisioning, & Cargo Agents. These amounts accrued in 2024 relate to additional compensation for services performed by Employees outside of this fiscal year;

2.Charges associated with tentative litigation settlements regarding certain California state meal-and-rest-break regulations for flight attendants and an arbitration award in favor of the Company's Pilots relating to a collective-bargaining matter;

3.Unrealized mark-to-market adjustment associated with certain available for sale securities;

4.Incremental expense associated with the recently ratified Pilot and Flight Attendant contracts. The change in estimate recognized in 2023 relates to additional compensation for services performed by Employees outside of the applicable fiscal period; and

5.A charge associated with a settlement reached with the Department of Transportation as a result of the Company's December 2022 operational disruption.

Because management believes special items can distort the trends associated with the Company’s ongoing performance as an airline, the Company believes that evaluation of its financial performance can be enhanced by a supplemental presentation of results that exclude the impact of special items in order to enhance consistency and comparativeness with results in prior periods that do not include such items and as a basis for evaluating operating results in future periods. The following measures are often provided, excluding special items, and utilized by the Company’s management, analysts, and investors to enhance comparability of year-over-year results, as well as to industry trends: Operating expenses, non-GAAP excluding Fuel and oil expense; Operating expenses, non-GAAP excluding Fuel and oil expense and profitsharing; Operating loss, non-GAAP; Other gains, net, non-GAAP; Loss before income taxes, non-GAAP; Benefit for income taxes, net, non-GAAP; Net loss, non-GAAP; Net loss per share, diluted, non-GAAP; and Operating expenses per ASM, non-GAAP, excluding Fuel and oil expense and profitsharing (cents).

The Company has also provided its calculation of return on invested capital, which is a measure of financial performance used by management to evaluate its investment returns on capital. Return on invested capital is not a substitute for financial results as reported in accordance with GAAP and should not be utilized in place of such GAAP results. Although return on invested capital is not a measure defined by GAAP, it is calculated by the Company, in part, using non-GAAP financial measures. Those non-GAAP financial measures are utilized for the same reasons as those noted above for Net loss, non-GAAP and Operating loss, non-GAAP. The comparable GAAP measures include charges or benefits that are deemed "special items" that the Company believes make its results difficult to compare to prior periods, anticipated future periods, or industry trends, and the Company’s profitability targets and estimates, both internally and externally, are based on non-GAAP results since "special items" cannot be reliably predicted or estimated. The Company believes non-GAAP return on invested capital is a meaningful measure because it quantifies the Company's effectiveness in generating returns relative to the capital it has invested in its business. Although return on invested capital is commonly used as a measure of capital efficiency, definitions of return on invested capital differ; therefore, the Company is providing an explanation of its calculation for non-GAAP return on invested capital in the accompanying reconciliation in order to allow investors to compare and contrast its calculation to the calculations provided by other companies.

Liquidity and Capital Resources

Net cash used in operating activities was $104 million for the three months ended March 31, 2024, compared with $706 million provided by operating activities in the same prior year period. Operating cash inflows are historically primarily derived from providing air transportation to Customers. The vast majority of tickets are purchased prior to the day on which travel is provided and, in some cases, several months before the anticipated travel date. Operating cash outflows are related to the recurring expenses of airline operations. The operating cash flows for the three months ended March 31, 2024, were largely impacted by the Company's net income (as adjusted for noncash items), a $1.35 billion outflow due to contract ratification bonuses paid to the Company's Pilots as a result of ratifying a new labor contract in January 2024, a $105 million payout of the Company's ProfitSharing Plan contribution for 2023, and a $51 million decrease related to the purchase of fuel derivative instruments, which is included within Other, net operating cash flows in the accompanying unaudited Condensed Consolidated Statement of Cash Flows, partially offset by a $1.1 billion increase in Air traffic liability driven by higher ticket sales related to an increase in capacity. The operating cash flows for the three months ended March 31, 2023, were largely impacted by the Company's net income (as adjusted for noncash items), a $947 million increase in Air traffic liability driven by higher ticket sales related to an increase in travel demand, partially offset by a $215 million decrease due to the payment of Customer reimbursement expenses in first quarter 2023 related to the December 2022 operational disruption, a $127 million decrease due to the funding of the Company's ProfitSharing Plan contribution for 2022, and a $106 million decrease related to the purchase of fuel derivative instruments, which is included within Other, net operating cash flows in the accompanying unaudited Condensed Consolidated Statement of Cash Flows. Net cash provided by operating activities is primarily used to finance capital expenditures, repay debt, pay dividends, and provide working capital.

Net cash used in investing activities totaled $585 million during the three months ended March 31, 2024, compared with $1.6 billion used in investing activities in the same prior year period. Investing activities in both years included

Capital expenditures and changes in the balance of the Company's short-term and noncurrent investments. During the three months ended March 31, 2024, Capital expenditures were $583 million, compared with $1.0 billion in the same prior year period. Capital expenditures decreased, year-over-year, largely due to fewer aircraft deliveries during the three months ended March 31, 2024, compared to the same prior year period.

The Company now estimates its 2024 capital spending to be roughly $2.5 billion, which includes approximately $1.0 billion in aircraft capital spending, assuming approximately 20 -8 aircraft deliveries in 2024 and continued progress delivery payments for the Company's contractual 2025 firm orders.

Net cash used in financing activities was $232 million during the three months ended March 31, 2024, compared with $262 million used in financing activities for the same prior year period. The Company paid $215 million in cash dividends to Shareholders and repaid $8 million in finance lease obligations during the three months ended March 31, 2024. The Company may engage in early debt repurchases from time to time at its discretion; however, any early future repurchases are not included in the Company's current maturities of long-term debt. The Company's 2024 total scheduled debt repayments are expected to be $29 million. During the three months ended March 31, 2023, the Company paid $214 million in cash dividends to Shareholders and repaid $59 million in debt and finance lease obligations.

The Company is a "well-known seasoned issuer" and currently has an effective shelf registration statement registering an indeterminate amount of debt and equity securities for future sales. The Company currently intends to use the proceeds from any future securities sales off this shelf registration statement for general corporate purposes.

The Company has access to $1.0 billion under its amended and restated revolving credit facility (the "Amended Credit Agreement"), which expires in August 2028. For the three months ended March 31, 2024 and 2023 there were no amounts outstanding under the Amended Credit Agreement. See Note 10 to the unaudited Condensed Consolidated Financial Statements for further information.

Although not the case at March 31, 2024 due to the Company's significant financing activities throughout the early stages of the pandemic, the Company has historically carried a working capital deficit, in which its current liabilities exceed its current assets. This is common within the airline industry and is primarily due to the nature of the Air traffic liability account, which is related to advance ticket sales, unused flight credits available to Customers, and loyalty deferred revenue, which are performance obligations for future Customer flights, do not require future settlement in cash, and are mostly nonrefundable. See Note 5 to the unaudited Condensed Consolidated Financial Statements for further information.

The Company believes it has various options available to meet its capital and operating commitments, including unrestricted cash and short-term investments of $10.5 billion as of March 31, 2024, and anticipated future internally generated funds from operations. The Company continues to have a large base of unencumbered assets with a net book value of approximately $17.2 billion, including $14.4 billion in aircraft value and $2.8 billion in non-aircraft assets such as spare engines, ground equipment, and real estate. In addition, the Company continues to maintain investment-grade credit ratings by all three major credit agencies (Moody's, S&P Global, and Fitch).

For the years 2024 through 2031, the Company has firm orders with Boeing for 495 aircraft, and options for an additional 199 aircraft. See Note 9 to the unaudited Condensed Consolidated Financial Statements for further information.

The following table details information on the aircraft in the Company's fleet as of March 31, 2024:

												Average Age (Yrs)						Number of Aircraft						Number Owned						Number Leased
Type						Seats
737-700						143						19						384						350						34
737-800						175						9						207						190						17
737 -8						175						2						228						199						29
Totals												11						819						739						80

Critical Accounting Policies and Estimates

For information regarding the Company’s Critical Accounting Policies and Estimates, see the "Critical Accounting Policies and Estimates" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Cautionary Statement Regarding Forward-Looking Statements

This Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 ("Exchange Act"). Forward-looking statements are based on, and include statements about, the Company's estimates, expectations, beliefs, intentions, and strategies for the future, and the assumptions underlying these forward-looking statements. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, statements related to the following:

• the Company’s financial guidance for second quarter and full year 2024 and factors that could impact the Company’s financial results;

• the Company’s capacity guidance and expectations;

• the Company’s estimated fuel costs, hedging gains, and fuel efficiency and the assumptions underlying the Company’s fuel-related expectations and estimates, including expectations related to the Company’s fuel derivative contracts;

• the Company’s plans and expectations for the repayment of debt, its effective tax rate, and its capital spending;

• the Company’s fleet plans, including with respect to fleet modernization, fleet utilization, flexibility, and expected fleet deliveries and retirements, and underlying expectations and dependencies;

• the Company’s expectations regarding passenger demand, revenue trends, and bookings;

• the Company’s focus areas, goals, opportunities, and initiatives;

• the Company’s fleet and network-related plans and goals including, without limitation, with respect to better optimizing its network, adjustments and closures with respect to certain airports, operational goals, driving out inefficiencies, increasing productivity, and improving reliability;

• the Company’s labor plans and expectations, including with respect to hiring plans and headcount reductions;

• the Company’s short-term and long-term financial and operational goals;

• the Company’s plans and expectations with respect to the Customer Experience;

• the Company’s cash flow expectations and capital spending guidance, in particular with respect to aircraft capital expenditures and underlying aircraft delivery expectations;

• the Company’s expectations with respect to its ability to meet its ongoing capital and operating commitments, including underlying assumptions and factors that could impact this ability;

• the Company's assessment of market risks; and

• the Company's plans and expectations related to legal and regulatory proceedings.

While management believes these forward-looking statements are reasonable as and when made, forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed in or indicated by the Company's forward-looking statements or from historical experience or the Company's present expectations. Factors that could cause these differences include, among others:

• the impact of fears or actual outbreaks of diseases, extreme or severe weather and natural disasters, actions of competitors (including, without limitation, pricing, scheduling, capacity, and network decisions, and consolidation and alliance activities), consumer perception, economic conditions, banking conditions, socio-demographic trends, and other factors beyond the Company's control on consumer behavior and the Company's results of operations and business decisions, plans, strategies, and results;

• the Company's dependence on Boeing, Boeing’s suppliers, and the FAA with respect to the Company's fleet plans and deliveries, capacity and operational plans, and other operational plans, strategies, and goals;

• the impact of labor and hiring matters on the Company’s business decisions, plans, strategies, and results;

• the impact of fuel price changes, fuel price volatility, volatility of commodities used by the Company for hedging jet fuel, and any changes to the Company’s fuel hedging strategies and positions on the Company's business plans and results of operations;

• the Company's ability to timely and effectively implement, transition, and maintain the necessary information technology systems and infrastructure to support its operations and initiatives;

• the Company's dependence on other third parties, in particular with respect to its technology plans, its plans and expectations related to operational excellence and reliability, fuel supply, maintenance, environmental sustainability, Global Distribution Systems, and the impact on the Company's operations and results of operations of any third party delays or non-performance;

• the Company's ability to obtain and maintain adequate infrastructure and equipment to support its operations and initiatives;

• the emergence of additional costs or effects associated with the December 2022 operational disruption, including litigation, government investigation and actions, and internal actions;

• the impact of governmental regulations and other governmental actions on the Company's plans, strategies, financial results, and operations;

• the Company's dependence on its workforce, including its ability to employ and retain sufficient numbers of qualified Employees to effectively and efficiently maintain its operations;

• the impact of fears or actual acts of terrorism or war, political instability, cyber-attacks, and other factors beyond the Company’s control on the Company’s plans, financial results, operations, and ability to adequately insure against risks; and

• other factors as set forth in the Company's filings with the Securities and Exchange Commission (the "SEC"), including the detailed factors discussed under the heading “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

Caution should be taken not to place undue reliance on the Company's forward-looking statements, which represent the Company's views only as of the date this report is filed. The Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise.