Welcome to Wheels Up Third Quarter 2023 Earnings Conference Webcast. It is my pleasure to introduce Keith Ferguson. Mr. Ferguson, you may begin the conference.

This morning, we announced our third quarter financial results. The earnings release, with its supporting tables, as well as a copy of today's presentation, can be found on our investor relations website at wheelsup.com slash investors. Please refer to the slide with our disclaimer. Today's presentation contains forward-looking statements based on our current forecasts and expectations of future events. These statements should be considered estimates only and actual results may differ materially. During today's webcast, we refer to non-GAAP financial measures as outlined by SEC guidelines. Unless otherwise noted, all income statement-related financial measures will be non-GAAP other than revenue. Reconciliations of GAAP to non-GAAP financial measures and definitions of non-GAAP financial measures are found within the financial tables of our earnings lease and appendix of today's presentation. And with that, I'd like to turn that over to Wheels Up's Chief Executive Officer, George Madsen.

Thank you, Keith, and thanks to all of you for joining us today. In October, I eagerly took this role for one simple reason, to position Wheels Up as the best-run global private aviation company in the world that provides unmatched flexibility and accessibility to its customers, and not only within private aviation, but across Delta's commercial offerings and our global charter subsidiary, Air Partner. For the first time, customers will be able to choose their optimal mode of travel trip by trip, business or leisure, domestic or international, short, medium, or long haul, exclusively private or commercial, or a private-commercial hybrid. My recent customer interactions have reinforced the need for our industry to deliver unique solutions that enable customer choice. And as we realize the potential of our strategic partnership with Delta and our other aligned shareholders, we expect to build and deliver an even more compelling and distinctive value proposition, and to do so profitably. Over the last several weeks, we have worked to integrate our corporate sales teams and marketing initiatives with Delta. I have personally participated with the joint teams in dozens of prospective customer discussions, and I'm pleased with the reception to the broad set of solutions we can deliver together. On October 31st, we launched our new Up for Business corporate program focused on Delta's 45,000 small and medium-sized enterprise or SME customers. We are actively engaged with 150 new prospects within the first six business days after launch. The opportunities to collaborate with Delta span across both our traditional wheels-up member business as well as our air partner global charter business. Under Todd Smith's leadership as interim CEO, the company took significant steps to align on the right goals. We have improved our execution and value to our members, a direct result of our adjustments we made to our programmatic offering in June. We have shifted our focus from growth to prioritizing performance, fleet optimization, and reliability. Our work to regionalize our programmatic flying and focus on our network strengths provides both a cost advantage to wheels up and better pricing to our members. 80% of our programmatic flying is in our new primary service areas, east of the Mississippi, the western area of the country, and Transcon trips between those regions, where we have a significant network and cost advantage to drive utility and efficiency and improve our asset utilization. Customers flying in those regions will continue to take advantage of our guaranteed capped rates and benefit from our ability to dynamically price down during off-peak times. That is a significant value proposition for our customers flying in those regions that is a direct result of our fleet density. These changes enabled wheels up to shape demand and reduce empty repositioning flights simultaneously. Outside of those primary service areas, where we lack density for our controlled fleet, we are still providing service to our customers at a market-based rate. Those flights leverage both our controlled fleet and Air Partner's industry-leading asset light charter capabilities to offer competitive rates using safety-verified third-party operators. Their partner is already playing an increasingly vital role, including in our Delta partnership, in complementing and extending our footprint, both domestically and internationally, as Wheels Up members and our growing base of business customers fly globally. There are many additional steps we are taking to improve the performance of our business and drive operational excellence. For most of its 10-year history, Wheels Up was focused on growth to build scale, and today it is one of the largest and most recognized private aviation companies in the world. Over the last couple of years, operational performance was challenged, exacerbated by the pandemic-driven demand spike. We appreciate our members' patience and loyalty through this transition, and over the last year, we have built a strong foundation for our operation to propel us forward, a journey that will be a central focus for the company. To further improve our operations, Delta has and will continue to share its expertise with Wheels Up in maintenance and operations, revenue management, and network planning and optimization. In May, we consolidated multiple facilities into a new state-of-the-art Member Operations Center, or MOC, in Atlanta, modeled after the Delta Operations Customer Center and with nearly everyone under one roof. Our communication and coordination have greatly improved. Our MOC is led by Dave Holtz, a veteran operations leader, instrumental in Delta's rise to today's reputation of best-in-class operational excellence. We are applying that same leadership and measurement-driven approach that wheels up and are already seeing the results. The MOC operation should be fully ramped by the end of this year. We are already seeing operating benefits from the consolidation of six FAA operating certificates into three this year. With improved scheduling ability, faster recovery times, more efficient operations, and lower overhead and travel costs, the move to all operations on a single certificate, which is expected next year, should provide further improvements to our efficiency, productivity, and margin profile. All of these actions have contributed to stronger service metrics over the past year. Our completion rate is approaching 99%, with almost 90% of our flights departing within 60 minutes of the scheduled time, inclusive of ATC, weather, maintenance, and customer delays. In the month of September, we exceeded all of our internal operating targets across the board for the first time. While we are proud of the improvements we've made to date, we know we still have much work to do to give our customers the level of service they deserve. Importantly, our goals will not remain static. As the flywheel of operating improvement accelerates, we will reach for more ambitious targets and a continuous process of improvement. Our improvements in commercial engagement and operations are well underway and have been further advanced due to the company's improved financial position with the recent cash infusion from Delta Airlines and our new investors, Sertaris, Nighthead, Cox, and others. We closed the $350 million term loan from Delta and our new investors in September, which also included an additional undrawn $100 million credit commitment from Delta. In addition to that financing, I'm pleased to report that we are in active discussions to secure the remaining $50 million of the $500 million financial investment. Delta and our new investors have a vested interest in the long-term success of the company and will own approximately 95% of the total equity of the company after the final issuance of shares following today's shareholder meeting. This is a testament to the fact that Delta and our new investors view us as an important strategic investment. The confidence of these investors following a comprehensive due diligence process in our strategy and go-forward plan was a contributing factor to why I joined the company. Our new board and our entire Wheels Up team are highly engaged in the business and focused on the long-term success of the company. I'm very excited to lean into the range of expertise in travel, tourism, and capital markets from our newest investors and the deep experience and commitment of our world-class team. So let me turn to my priorities over the next 12 months. Our goal is to provide customers the flexibility and accessibility they need to optimize each and every trip, business or leisure, domestic or international, operated on our owned, operated fleet, or fulfilled with third-party aircraft. Historically, the vast majority of wheels-up flying is for leisure customers. That means much of our flying is primarily on weekends and holidays, leaving us with underutilized capacity on many weekdays. We expect our collaboration with Delta on new commercial engagements will lead to increased corporate customers that typically engage in more midweek flying. A higher mix of corporate flying will further leverage our network density and increase our asset utilization and efficiency, driving down our unit costs. Within the next year, we expect nearly all of our controlled fleet flying will be on the new regional program, which will let us harness the density advantages inherent in our in-region network for our own leased aircraft and allow us to reduce the size of our controlled fleet. As I have already indicated, we expect to continuously improve our operating performance. We believe our performance today matches up well with the rest of the industry, though it is hard to compare since the private aviation industry does not publish performance statistics like their commercial counterparts. Our goal is to lead the industry in operating performance and to add customers as we grow with the confidence that we can provide an exceptional and differentiated service. All of these actions support our plan to achieve positive adjusted EBITDA in 2024 and position the company well for a sustainable future. As Todd will more fully describe, we have already made steady quarter-over-quarter improvements toward this goal. Before I turn the call over to Todd to do a financial review, I want to take a minute to thank him for his leadership and guidance over these past six months. The company is in a much stronger position today because of his efforts and critical contributions in getting the company through a difficult period that has led to this new and exciting chapter. So with that, I will let Todd provide a financial review.

Thanks, George. It's been my pleasure. It is great to be with you all today. For the operating and financial update, I will focus on three topics. the highlights from our third quarter performance, details on our operating priorities and progress, and how we are on track to deliver on our commitment to achieve positive adjusted EBITDA in 2024. Starting with the highlights of the third quarter, revenue was $320 million for the quarter, down year-over-year, but consistent with our financial plan and a shift to a more profitable regional model. Membership revenue was down slightly year-over-year, largely reflective of the reduction in our program offering and despite continued strong retention of our existing customers. Flight revenue was down 9% sequentially and 23% year-over-year, reflecting a slowdown in industry volumes as well as company-specific market-related concerns of our financial position prior to the capital infusion from Delta and our new investors. As a reminder, going forward, our reported revenue will be lower due to the divestiture of our aircraft management business, which represented $53 million of revenue in the third quarter. Our adjusted contribution margin was 11% in the quarter, including $5.9 million of one-time software license revenue. Excluding that, our underlying adjusted contribution margin was 9.2%, up sequentially and at the highest level in over two years. We have reduced fixed costs through the opening of our member operations center and fleet consolidation, while charter margins have also improved. More importantly, customers have benefited from our operating enhancements as evidenced by a marked improvement in on-time departures and completion rates. Operating expenses were relatively flat sequentially, and down 10% year-over-year in absolute dollars, as we benefited from our restructuring actions and continued expense controls. Adjusted EBITDA loss was $18.5 million for the quarter, including the one-time software license revenue that I just mentioned, and an almost $6 million gain from aircraft sales, net of related debt extinguishment costs. Excluding those items, adjusted EBITDA loss was $30.4 million, the narrowest loss in almost two years. The improved result was driven by an increase to our adjusted contribution margin and lower OPEX. We still have significant work to do, but this result highlights the progress we are making. GAAP net loss was $144.8 million, including a $56.2 million non-cash charge for the impairment of goodwill. Prepaid blocks were $79 million for the quarter, underpinned by the continued commitment from our existing customers, but negatively impacted by the changes to our programmatic coverage area and market speculation for much of the quarter prior to the completion of our new funding. More importantly, we have seen a more than 200% increase in our daily block volumes since the closing of our funding transaction, and we expect block sales in the fourth quarter will be the strongest of the year. We ended the quarter with $245 million of cash and cash equivalents on our balance sheet and total liquidity of $365 million, including a $100 million undrawn revolver from Delta and a reserve deposit on our WTC notes. In addition, as George highlighted, we are in active discussions on the last $50 million of our recent capital raise to bring the total proceeds to $500 million.

The third quarter had a confluence

of factors that led to a much higher than normal cash usage in the quarter. So let me walk you through that our cash balance at the end of the quarter includes the 350 million that was funded in september a portion of those funds were used to repay a 70 million dollar bridge loan extended by delta during the quarter as well as one-time transaction expenses and working capital uses during the quarter we expect our year-end cash balance to be flat to up versus the third quarter reflecting improving profitability, a stabilization of deferred revenue and working capital, and remaining proceeds from the term loan. In addition, we would still have $100 million available from our revolver. We are taking multiple steps to improve our adjusted contribution margins through changes to our programs and how we operate our business. These actions will allow us to focus on our strengths with the goal to drive asset utilization and efficiency. Along those lines, the new program changes are designed to focus our controlled fleet flying in our blue regions where we have significant density and a cost advantage. That density means we can be more efficient in crew scheduling and costs, more productive in our maintenance operations, and provide faster response times for our customers. Leveraging our network strengths is how we plan to drive a sustainable cost advantage that will result in lower prices for customers and profitable margins for us. Equally important, we will minimize flying our controlled aircraft outside of the blue regions, where we lack the density to operate profitably. However, we will continue to serve customers through our leading charter capabilities at competitive market rates. AirPartner has proven it can deliver a great service with a scale that leverages the strength of third-party operators with density in those regions. Striking the right balance of what we call programmatic in-region flying and profitable charter out-of-region is a key part of our strategy going forward. Our internal actions are also contributing to improving utility and efficiency. The consolidation of our flight operations into our member operations center in Atlanta has improved our scheduling optimization and coordination, with 95% of our operations team now all under one roof. We are also leveraging Delta's capability across air traffic control planning and their leading-edge meteorology reports to schedule around ATC and adverse weather delays, including proactively offering an opportunity for customers to shift their travel plans to avoid likely delays. We are already seeing improved pilot utilization and lower costs through our certificate consolidation efforts. We expect further efficiencies as we complete that consolidation. These actions are a contributing factor to why we are seeing improving customer delivery metrics, and we expect continued improvements in the year ahead. We expect to continue to reduce operating expense as a result of the sale of our managed aircraft business, which was sold at the end of the third quarter, and the benefit of run rate reductions driven by previously initiated restructuring activities. While our spending is coming down in absolute dollars, we are continuing to invest in customer service and delivery. When you put it all together, and based on the progress we have already delivered, we remain confident in achieving positive adjusted EBITDA in 2024. So to wrap up, I'm extremely thankful to Delta, Sotaras, Knighthead, and Cox for their confidence and wheels up and what we can accomplish together. With this new capital infusion, we have the resources we need to continue to service our members and customers at the highest level. With that, let me turn it back to George.

Thanks, Todd. I'm really excited about the future for Wheels Up and our ability to lean into our strategic partnership with Delta to really do something unique in the industry that can't be matched by our competitors. We are going to be a show-me company, not a tell-me one. Our stated goal is to become the best-run private aviation company and deliver tangible, measurable progress every week, every month, one flight at a time. I look forward to sharing updates on our continued progress. Before I close, I want to take the opportunity to sincerely thank all of our employees whose strength, commitment, and passion to the company is evident as we work together to fulfill our most important obligation, delivering an always safe and exceptional flight experience for all of our members and customers. I also want to thank our loyal members and customers who have stood with us despite the increased media attention and speculation in the press earlier this year. We are working tirelessly to provide you with the best possible aviation solutions as we build toward our future. Thank you for your interest. That concludes today's

conference call. Thank you for your participation. You may now disconnect your line.