ALASKA AIR GROUP INC
For the period ended Dec 31, 2024. Filed Feb 14, 2025.
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FY2024 · Filed Feb 14, 2025
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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 |
| 3.2 | Amended and Restated Bylaws of Registrant | 8-K | December 15, 2015 | 3.2 |
| 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 | February 14, 2024 | 10.25 |
| 10.26# | Supplemental Agreement No. 23 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines Inc. | 10-K | February 14, 2024 | 10.26 |
| 10.27# | Supplemental Agreement No. 24 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines, Inc. | 10-Q | August 2, 2024 | 10.1 |
| 10.28#† | Supplemental Agreement No. 25 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines, Inc. | |||
| 10.29#† | Supplemental Agreement No. 26 to Purchase Agreement No. 3866 between the Boeing Company and Alaska Airlines, Inc. | |||
| 10.30# | Purchase Agreement, dated April 11, 2016, between Embraer S.A. and Horizon Air Industries, Inc. | 10-Q | May 9, 2016 | 10.1 |
| 10.31# | Amendment No. 1 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.23 |
| 10.32# | Amendment No. 2 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.24 |
| 10.33# | Amendment No. 3 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.25 |
| 10.34# | Amendment No. 4 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.26 |
| 10.35# | Amendment No. 5 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.27 |
| 10.36# | Amendment No. 6 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.28 |
| 10.37# | Amendment No. 7 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.29 |
| 10.38# | Amendment No. 8 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.30 |
| 10.39# | Amendment No. 9 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.31 |
| 10.40# | Amendment No. 10 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.32 |
| 10.41# | Amendment No. 11 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.33 |
| 10.42# | Amendment No. 12 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.34 |
| 10.43# | Amendment No. 13 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.35 |
| 10.44# | Amendment No. 14 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.36 |
| 10.45# | Amendment No. 15 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-Q | August 3, 2021 | 10.5 |
| 10.46# | Amendment No. 16 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-Q | November 4, 2021 | 10.2 |
| 10.47# | Amendment No. 17 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.39 |
| 10.48# | Amendment No. 18 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 11, 2022 | 10.40 |
| 10.49# | Amendment No. 19 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-Q | August 2, 2022 | 10.2 |
| 10.50# | Amendment No. 20 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-Q | May 5, 2023 | 10.1 |
| 10.51# | Amendment No. 21 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-Q | May 5, 2023 | 10.2 |
| 10.52# | Amendment No. 22 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-Q | November 2, 2023 | 10.1 |
| 10.53# | Amendment No. 23 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-Q | November 2, 2023 | 10.2 |
| 10.54# | Amendment No. 24 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc. | 10-K | February 14, 2024 | 10.51 |
| 10.55#^ | Airbus A320 Family Purchase Agreement between Airbus S.A.S. and Hawaiian Airlines, Inc. | 10-Q/A^ | October 17, 2013 | 10.1 |
| 10.56#^ | Amendment No. 1 to Airbus A320 Family Purchase Agreement between Airbus S.A.S. and Hawaiian Airlines, Inc. | 10-K^ | February 9, 2015 | 10.62.1 |
| 10.57#^ | Amendment No. 2 to Airbus A320 Family Purchase Agreement between Airbus S.A.S. and Hawaiian Airlines, Inc. | 10-K^ | February 9, 2015 | 10.62.2 |
| 10.58#^ | Purchase Agreement No. PA-04749 between the Boeing Company and Hawaiian Airlines, Inc. | 10-Q^ | October 24, 2018 | 10.2 |
| 10.59#^ | Supplemental Agreement to that certain Purchase Agreement No. PA-04749 between the Boeing Company and Hawaiian Airlines, Inc. | 10-K^ | February 15, 2023 | 10.31 |
| 10.60#^ | Aircraft General Terms Agreement Number AGTA-HWI, dated as of July 18, 2018 between The Boeing Company and Hawaiian Airlines, Inc. | 10-Q^ | October 24, 2018 | 10.1 |
| 10.61#^ | Air Transportation Services Agreement, dated as of October 20, 2022, by and between Hawaiian Airlines, Inc. and Amazon.com Services LLC | 10-K^ | February 15, 2023 | 10.44 |
| 10.62# | Alaska Air Group Guarantee of Enhanced Equipment Trust Certificate, dated September 18, 2024 | 10-Q | November 7, 2024 | 10.1 |
| 10.63# | Amended and Restated Credit and Guaranty Agreement, dated September 20, 2024, among Alaska Airlines, Inc., as borrower, Alaska Air Group, Inc. and others guarantors, as guarantors, and Citibank, N.A., as administrative agent, and other lenders | 10-Q | November 7, 2024 | 10.2 |
| 10.64# | Indenture, dated as of October 15, 2024, by and among Loyalty Issuer, the Guarantors, U.S. Bank Trust Company, National Association and U.S. Bank National Association. | 8-K | October 15, 2024 | 4.1 |
| 10.65# | New Term Loan Facility, dated as of October 15, 2024, by and among Loyalty Issuer, the Guarantors, the lenders party thereto, Bank of America, N.A. and U.S. Bank Trust Company, National Association. | 8-K | October 15, 2024 | 4.4 |
| 10.66* | Alaska Air Group, Inc. 2008 Performance Incentive Plan, Form of Nonqualified Stock Option Agreement | 10-Q | August 4, 2011 | 10.3 |
| 10.67* | Alaska Air Group, Inc. 2008 Performance Incentive Plan, Form of Performance Stock Unit Award Agreement | 10-Q | August 4, 2011 | 10.4 |
| 10.68* | Alaska Air Group, Inc. 2008 Performance Incentive Plan, Amended for Stock-Split | 10-K | February 11, 2016 | 10.10 |
| 10.69* | Alaska Air Group, Inc. 2016 Performance Incentive Plan | 8-K | May 18, 2016 | 10.1 |
| 10.70* | Alaska Air Group, Inc. 2016 Performance Incentive Plan, Amended March 18, 2021 | 8-K | May 11, 2021 | 10.1 |
| 10.71* | 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 |
| 10.72* | Alaska Air Group, Inc. Stock Deferral Plan for Non-Employee Directors | 10-K | February 11, 2016 | 10.12 |
| 10.73* | Alaska Air Group, Inc. Nonqualified Deferred Compensation Plan, as amended | 10-K | February 14, 2024 | 10.58 |
| 10.74* | 1995 Elected Officers Supplementary Retirement Plan, as amended | 10-Q | August 4, 2011 | 10.2 |
| 10.75* | Alaska Air Group Performance Based Pay Plan, Amended and Restated November 4, 2021 | 10-K | February 11, 2022 | 10.49 |
| 10.76* | Alaska Air Group, Inc. Non-Employee Director Form of Deferred Stock Unit Agreement | 10-K | February 12, 2020 | 10.24 |
| 10.77* | Alaska Air Group Operational Performance Rewards Plan Description, adopted January 3, 2005; Amended May 6, 2021 | 10-Q | August 3, 2021 | 10.7 |
| 10.78 | 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 |
| 10.79 | 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 |
| 10.80 | 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 |
| 10.81 | 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 |
| 10.82 | 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 |
| 10.83^ | Payroll Support Program Agreement, dated as of April 22, 2020, by and between Hawaiian Airlines, Inc. and the United States Department of the Treasury | 10-Q^ | May 7, 2020 | 10.1 |
| 10.84^ | Loan and Guarantee Agreement, dated as of September 25, 2020, among Hawaiian Airlines, Inc., as borrower, Hawaiian Holdings, Inc., the guarantors party thereto from time to time, The United States Department of the Treasury, and The Bank of New York Mellon, as administrative agent and collateral agent | 10-Q^ | October 28, 2020 | 10.1 |
| 10.85^ | Amended and Restated Loan and Guarantee Agreement, dated as of October 23, 2020, among Hawaiian Airlines, Inc., as borrower, Hawaiian Holdings, Inc., the guarantors party thereto from time to time, The United States Department of the Treasury, and The Bank of New York Mellon, as administrative agent and collateral agent | 10-Q^ | October 28, 2020 | 10.2 |
| 10.86^ | Amendment to Loan and Guarantee Agreement, dated as of January 15, 2021, among Hawaiian Airlines, Inc., as borrower, Hawaiian Holdings, Inc., the guarantors party thereto from time to time, the United States Department of the Treasury, and The Bank of New York Mellon, as administrative agent and collateral agent | 10-K^ | February 12, 2021 | 10.39 |
| 10.87^ | Payroll Support Program Extension Agreement, dated as of January 15, 2021, by and between Hawaiian Airlines, Inc. and the United States Department of the Treasury | 10-K^ | February 12, 2021 | 10.40 |
| 10.88^ | Payroll Support Program 3 Agreement, dated as of April 23, 2021, by and between Hawaiian Airlines, Inc. and the United States Department of the Treasury | 10-Q^ | July 29, 2021 | 10.1 |
| 10.89* | Alaska Air Group, Inc. 2016 Performance Incentive Plan, Form of Nonqualified Stock Option Agreement | 10-K | February 11, 2022 | 10.57 |
| 10.90* | Alaska Air Group, Inc. 2016 Performance Incentive Plan, Form of Incentive Stock Option Agreement | 10-K | February 11, 2022 | 10.58 |
| 10.91* | Alaska Air Group, Inc. 2016 Performance Incentive Plan, Form of Performance Stock Unit Award Agreement | 10-K | February 11, 2022 | 10.59 |
| 10.92* | Alaska Air Group, Inc. 2016 Performance Incentive Plan, Form of Stock Unit Award Agreement | 10-K | February 11, 2022 | 10.60 |
| 19.1*† | Insider Trading Policy and Compliance Program | 10-K | ||
| 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 | February 14, 2024 | 97.1 |
| 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. | |||
| ^ | Filed by Hawaiian Holdings, Inc., File Number 001-31443 | |||
| & | Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with respect to long-term debt issuances have been omitted where the amount of securities authorized under such instruments does not exceed 10 percent of the total consolidated assets of the Registrant. The Registrant hereby agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon its request. | |||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.