ALASKA AIR GROUP INC
For the period ended Dec 31, 2023. Filed Feb 14, 2024.
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FY2023 · Filed Feb 14, 2024
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ITEM 15. EXHIBITS
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report:
- Exhibits: See Exhibit Index.
EXHIBIT INDEX
Certain of the following exhibits have been filed with the Securities and Exchange Commission and are incorporated by reference from the documents below. Certain others are filed with this Form 10-K. The exhibits are numbered in accordance with Item 601 of Regulation S-K.
| ExhibitNumber | ExhibitDescription | Form | Date ofFirst Filing | ExhibitNumber |
|---|---|---|---|---|
| 2.1 | Agreement and Plan of Merger, dated as of December 2, 2023, by and among Alaska Air Group, Inc., Marlin Acquisition Corp. and Hawaiian Holdings, Inc. | 8-K | December 4, 2023 | 2.1 |
| 3.1 | Amended and Restated Certificate of Incorporation of Registrant | 10-Q | August 3, 2017 | 3.1 |
| 4.1* | Closing Date Warrant to Purchase Common Stock, dated January 15, 2021 | 10-K | February 26, 2021 | 4.1 |
| 4.2* | Closing Date Warrant to Purchase Common Stock, dated February 5, 2021 | 10-K | February 26, 2021 | 4.2 |
| 4.3* | Closing Date Warrant to Purchase Common Stock, dated February 5, 2021 | 10-K | February 26, 2021 | 4.3 |
| 4.4* | Amended and Restated Promissory Note, dated February 5, 2021 by Alaska Airlines, Inc., issuer, and each of Alaska Air Group, Inc. and Horizon Air Industries, Inc., as guarantors | 10-K | February 26, 2021 | 4.4 |
| 4.5 | Closing Date Warrant to Purchase Common Stock, dated April 8, 2021 | 10-Q | August 3, 2021 | 4.1 |
| 4.6 | Closing Date Warrant to Purchase Common Stock, dated April 29, 2021 | 10-Q | August 3, 2021 | 4.2 |
| 4.7 | Closing Date Warrant to Purchase Common Stock, dated April 29, 2021 | 10-Q | August 3, 2021 | 4.3 |
| 4.8 | Closing Date Warrant to Purchase Common Stock, dated April 29, 2021 | 10-Q | August 3, 2021 | 4.4 |
| 4.9 | Closing Date Warrant to Purchase Common Stock, dated June 3, 2021 | 10-Q | August 3, 2021 | 4.5 |
| 4.10 | Promissory note, dated April 29, 2021, by Alaska Airlines, Inc., issuer, and each of Alaska Air Group, Inc. and Horizon Air Industries, Inc., as guarantors | 10-Q | August 3, 2021 | 4.6 |
| 10.1# | Form of Alaska Air Group, Inc. Change of Control Agreement for named executive officers, as amended August 3, 2021 | 10-Q | November 4, 2021 | 10.1 |
| 10.2# | Aircraft General Terms Agreement, dated June 15, 2005, between the Boeing Company and Alaska Airlines, Inc. | 10-K | February 26, 2021 | 10.1 |
| 10.3# | Purchase Agreement No. 3866 between The Boeing Company and Alaska Airlines, Inc. | 10-K | February 14, 2013 | 10.8 |
| 10.4# | Supplemental Agreement No. 1 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines, Inc. | 10-K | February 11, 2022 | 10.4 |
| 10.5# | Supplemental Agreement No. 2 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-K | February 11, 2022 | 10.5 |
| 10.6# | Supplemental Agreement No. 3 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-K | February 11, 2022 | 10.6 |
| 10.7# | Supplemental Agreement No. 4 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-K | February 11, 2022 | 10.7 |
| 10.8# | Supplemental Agreement No. 5 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-K | February 11, 2022 | 10.8 |
| 10.9# | Supplemental Agreement No. 6 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-K | February 11, 2022 | 10.9 |
| 10.10# | Supplemental Agreement No. 7 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-K | February 11, 2022 | 10.10 |
| 10.11# | Supplemental Agreement No. 8 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-K | February 11, 2022 | 10.11 |
| 10.12# | Supplemental Agreement No. 9 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-Q | May 4, 2018 | 10.3 |
| 10.13# | Supplemental Agreement No. 10 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-K | February 11, 2022 | 10.13 |
| 10.14# | Supplemental Agreement No. 11 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-K | February 11, 2022 | 10.14 |
| 10.15# | Supplemental Agreement No. 12 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-K | February 11, 2022 | 10.15 |
| 10.16# | Supplemental Agreement No. 13 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-K | February 11, 2022 | 10.16 |
| 10.17# | Supplemental Agreement No. 14 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-K | February 11, 2022 | 10.17 |
| 10.18# | Supplemental Agreement No. 15 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-Q | May 6, 2021 | 10.1 |
| 10.19# | Supplemental Agreement No. 16 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-Q | August 3, 2021 | 10.3 |
| 10.20# | Supplemental Agreement No. 17 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-Q | August 3, 2021 | 10.4 |
| 10.21# | Supplemental Agreement No. 18 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-Q | November 4, 2021 | 10.3 |
| 10.22# | Supplemental Agreement No. 19 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-Q | May 5, 2022 | 10.1 |
| 10.23# | Supplemental Agreement No. 20 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-Q | August 2, 2022 | 10.1 |
| 10.24# | Supplemental Agreement No. 21 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-K | February 13, 2023 | 10.24 |
| 10.25#† | Supplemental Agreement No. 22 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-K | ||
| 10.26#† | Supplemental Agreement No. 23 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-K | ||
| 10.27# | Purchase Agreement, dated April 11, 2016, between Embraer S.A. and Horizon Air Industries, Inc. | 10-Q | May 9, 2016 | 10.1 |
| 10.28# | Amendment No. 1 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.23 |
| 10.29# | Amendment No. 2 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.24 |
| 10.30# | Amendment No. 3 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.25 |
| 10.31# | Amendment No. 4 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.26 |
| 10.32# | Amendment No. 5 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.27 |
| 10.33# | Amendment No. 6 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.28 |
| 10.34# | Amendment No. 7 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.29 |
| 10.35# | Amendment No. 8 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.30 |
| 10.36# | Amendment No. 9 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.31 |
| 10.37# | Amendment No. 10 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.32 |
| 10.38# | Amendment No. 11 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.33 |
| 10.39# | Amendment No. 12 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.34 |
| 10.40# | Amendment No. 13 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.35 |
| 10.41# | Amendment No. 14 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.36 |
| 10.42# | Amendment No. 15 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-Q | August 3, 2021 | 10.5 |
| 10.43# | Amendment No. 16 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-Q | November 4, 2021 | 10.2 |
| 10.44# | Amendment No. 17 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.39 |
| 10.45# | Amendment No. 18 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.40 |
| 10.46# | Amendment No. 19 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-Q | August 2, 2022 | 10.2 |
| 10.47# | Amendment No. 20 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-Q | May 5, 2023 | 10.1 |
| 10.48# | Amendment No. 21 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-Q | May 5, 2023 | 10.2 |
| 10.49# | Amendment No. 22 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-Q | November 2, 2023 | 10.1 |
| 10.50# | Amendment No. 23 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-Q | November 2, 2023 | 10.2 |
| 10.51#† · Amendment No. 24 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. · 10-K | ||||
|---|---|---|---|---|
| 10.52* | Alaska Air Group, Inc. 2008 Performance Incentive Plan, Form of Nonqualified Stock Option Agreement | 10-Q | August 4, 2011 | 10.3 |
| 10.53* | Alaska Air Group, Inc. 2008 Performance Incentive Plan, Form of Performance Stock Unit Award Agreement | 10-Q | August 4, 2011 | 10.4 |
| 10.54* | Alaska Air Group, Inc. 2008 Performance Incentive Plan, Amended for Stock-Split | 10-K | February 11, 2016 | 10.10 |
| 10.55* | Alaska Air Group, Inc. 2016 Performance Incentive Plan | 8-K | May 18, 2016 | 10.1 |
| 10.56* | Alaska Air Group, Inc. Employee Stock Purchase Plan, as Amended for the Offering Period Commencing November 1, 2022 | 10-Q | August 2, 2022 | 10.3 |
| 10.57* | Alaska Air Group, Inc. Stock Deferral Plan for Non-Employee Directors | 10-K | February 11, 2016 | 10.12 |
| 10.58*† | Alaska Air Group, Inc. Nonqualified Deferred Compensation Plan, as amended | 10-K | ||
| 10.59* | 1995 Elected Officers Supplementary Retirement Plan, as amended | 10-Q | August 4, 2011 | 10.2 |
| 10.60* | Alaska Air Group Performance Based Pay Plan, Amended and Restated November 4, 2021 | 10-K | February 11, 2022 | 10.49 |
| 10.61* | Alaska Air Group, Inc. Non-Employee Director Form of Deferred Stock Unit Agreement | 10-K | February 12, 2020 | 10.24 |
| 10.62* | Alaska Air Group Operational Performance Rewards Plan Description, adopted January 3, 2005; Amended May 6, 2021 | 10-Q | August 3, 2021 | 10.7 |
| 10.63* | Payroll Support Program Extension Agreement, dated January 15, 2021, between Alaska Airlines, Inc. and the United States Department of the Treasury | 10-K | February 26, 2021 | 10.19 |
| 10.64* | Payroll Support Program 3 Agreement, dated April 29, 2021, between Alaska Airlines, Inc., and the United States Department of the Treasury | 10-Q | August 3, 2021 | 10.1 |
| 10.65* | Warrant Agreement, dated April 29, 2021, between Alaska Air Group, Inc. and the United States Department of the Treasury | 10-Q | August 3, 2021 | 10.2 |
| 10.66* | Joinder Agreement to the Payroll Support Program Extension Agreement, dated January 15, 2021, between Horizon Air Industries, Inc. and the United States Department of the Treasury | 10-K | February 26, 2021 | 10.20 |
| 10.67* | Amended and Restated Warrant Agreement, dated February 5, 2021, between Alaska Air Group, Inc. and the United States Department of the Treasury | 10-K | February 26, 2021 | 10.21 |
| 10.68* | Alaska Air Group, Inc. 2016 Performance Incentive Plan, Form of Nonqualified Stock Option Agreement | 10-K | February 11, 2022 | 10.57 |
| 10.69* | Alaska Air Group, Inc. 2016 Performance Incentive Plan, Form of Incentive Stock Option Agreement | 10-K | February 11, 2022 | 10.58 |
| 10.70* | Alaska Air Group, Inc. 2016 Performance Incentive Plan, Form of Performance Stock Unit Award Agreement | 10-K | February 11, 2022 | 10.59 |
| 10.71* | Alaska Air Group, Inc. 2016 Performance Incentive Plan, Form of Stock Unit Award Agreement | 10-K | February 11, 2022 | 10.60 |
| 21† | Subsidiaries of Registrant | 10-K | ||
| 23.1† | Consent of Independent Registered Public Accounting Firm (KPMG LLP) | 10-K | ||
| 31.1† | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 10-K | ||
| 31.2† | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 10-K | ||
| 32.1† | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | ||
| 32.2† | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | ||
| 97.1*† | Alaska Air Group Clawback Policy | 10-K | ||
| 101.INS† | XBRL Instance Document - The instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document. | 10-K | ||
| 101.SCH† | XBRL Taxonomy Extension Schema Document | 10-K | ||
| 101.CAL† | XBRL Taxonomy Extension Calculation Linkbase Document | 10-K | ||
| 101.DEF† | XBRL Taxonomy Extension Definition Linkbase Document | 10-K | ||
| 101.LAB† | XBRL Taxonomy Extension Label Linkbase Document | 10-K | ||
| 101.PRE† | XBRL Taxonomy Extension Presentation Linkbase Document | 10-K | ||
| † | Filed herewith | |||
| * | Indicates management contract or compensatory plan or arrangement. |
|---|---|
| # | Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.