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As Of Filer Filing For·On·As Docs:Size 2/28/14 American Airlines Group Inc. 10-K 12/31/13 155:45M American Airlines Inc |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.92M
2: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 50K
3: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 87K
6: EX-10.125 Material Contract HTML 55K
7: EX-10.126 Material Contract HTML 57K
8: EX-10.127 Material Contract HTML 56K
9: EX-10.128 Material Contract HTML 59K
10: EX-10.129 Material Contract HTML 55K
11: EX-10.151 Material Contract HTML 67K
12: EX-10.152 Material Contract HTML 67K
4: EX-10.27 Material Contract HTML 260K
5: EX-10.45 Material Contract HTML 67K
15: EX-21 Subsidiaries List HTML 52K
16: EX-23.1 Consent of Experts or Counsel HTML 42K
17: EX-23.2 Consent of Experts or Counsel HTML 43K
13: EX-12.1 Statement re: Computation of Ratios HTML 57K
14: EX-12.2 Statement re: Computation of Ratios HTML 57K
18: EX-31.1 Certification -- §302 - SOA'02 HTML 48K
19: EX-31.2 Certification -- §302 - SOA'02 HTML 48K
20: EX-31.3 Certification -- §302 - SOA'02 HTML 48K
21: EX-31.4 Certification -- §302 - SOA'02 HTML 48K
22: EX-32.1 Certification -- §906 - SOA'02 HTML 45K
23: EX-32.2 Certification -- §906 - SOA'02 HTML 46K
109: R1 Document And Entity Information HTML 76K
85: R2 Consolidated Statements Of Operations HTML 144K
102: R3 Consolidated Statements Of Operations HTML 44K
(Parenthetical)
113: R4 Consolidated Statements Of Comprehensive Income HTML 84K
142: R5 Consolidated Balance Sheets HTML 184K
89: R6 Consolidated Balance Sheets (Parenthetical) HTML 58K
101: R7 Consolidated Statements Of Cash Flows HTML 155K
78: R8 Consolidated Statements Of Stockholders' Equity HTML 129K
(Deficit)
66: R9 Consolidated Statements Of Stockholders' Equity HTML 58K
(Deficit) (Parenthetical)
144: R10 Nature of Operations and Operating Environment HTML 52K
115: R11 Emergence From Chapter 11 HTML 166K
114: R12 Mandatorily Convertible Preferred Stock and Other HTML 73K
Bankruptcy Settlement Obligations
122: R13 Merger and Related Matters HTML 149K
123: R14 Basis of Presentation and Summary of Significant HTML 248K
Accounting Policies
119: R15 Special Items, Net HTML 104K
124: R16 Investments and Fair Value Measurements HTML 152K
103: R17 Commitments, Contingencies and Guarantees HTML 364K
110: R18 Indebtedness and Leases HTML 245K
117: R19 Financial Instruments And Risk Management HTML 242K
154: R20 Income Taxes HTML 230K
134: R21 Share Based Compensation HTML 273K
95: R22 Retirement Benefits HTML 927K
116: R23 Accumulated Other Comprehensive Income (Loss) HTML 137K
98: R24 Segment Reporting HTML 84K
55: R25 Quarterly Financial Data (Unaudited) HTML 146K
136: R26 Regional Expenses (Notes) HTML 106K
149: R27 Earnings (Loss) Per Share HTML 96K
72: R28 Stockholders' Equity (Notes) HTML 60K
71: R29 Subsequent Events HTML 69K
76: R30 Schedule II - Valuation And Qualifying Accounts HTML 149K
And Reserves
77: R31 Basis of Presentation and Summary of Significant HTML 446K
Accounting Policies (Policies)
79: R32 Emergence From Chapter 11 (Tables) HTML 112K
41: R33 Mandatorily Convertible Preferred Stock and Other HTML 53K
Bankruptcy Settlement Obligations (Tables)
132: R34 Merger and Related Matters (Tables) HTML 141K
93: R35 Basis of Presentation and Summary of Significant HTML 239K
Accounting Policies (Tables)
96: R36 Special Items, Net (Tables) HTML 103K
60: R37 Investments and Fair Value Measurements (Tables) HTML 152K
153: R38 Commitments, Contingencies and Guarantees (Tables) HTML 287K
30: R39 Indebtedness and Leases (Tables) HTML 156K
82: R40 Financial Instruments And Risk Management (Tables) HTML 225K
140: R41 Income Taxes (Tables) HTML 208K
57: R42 Share Based Compensation (Tables) HTML 239K
70: R43 Retirement Benefits (Tables) HTML 923K
75: R44 Accumulated Other Comprehensive Income (Loss) HTML 130K
(Tables)
86: R45 Segment Reporting (Tables) HTML 77K
40: R46 Quarterly Financial Data (Unaudited) (Tables) HTML 137K
65: R47 Regional Expenses (Tables) HTML 100K
33: R48 Earnings (Loss) Per Share (Tables) HTML 87K
138: R49 Stockholders' Equity (Tables) HTML 49K
56: R50 Subsequent Events (Tables) HTML 67K
133: R51 Nature of Operations and Operating Environment HTML 70K
(Details)
61: R52 Emergence From Chapter 11 (Narrative) (Details) HTML 107K
83: R53 Emergence From Chapter 11 (Schedule of Liabilities HTML 63K
Subject to Compromise) (Details)
32: R54 Emergence From Chapter 11 (Components of Long-Term HTML 76K
Debt) (Details)
37: R55 Emergence From Chapter 11 (Schedule of HTML 68K
Reorganization Items) (Details)
74: R56 Mandatorily Convertible Preferred Stock and Other HTML 85K
Bankruptcy Settlement Obligations (Details)
46: R57 Merger and Related Matters (Narrative) (Details) HTML 48K
145: R58 Merger and Related Matters (Fair Value of HTML 57K
Consideration Transferred) (Details)
91: R59 Merger and Related Matters (Allocation of HTML 72K
Consideration Transferred) (Details)
120: R60 Merger and Related Matters (Pro-forma Impact of HTML 46K
Merger) (Details)
64: R61 Merger and Related Matters (Reclassifications) HTML 142K
(Details)
68: R62 Basis of Presentation and Summary of Significant HTML 69K
Accounting Policies (Narrative) (Details)
130: R63 Basis of Presentation and Summary of Significant HTML 87K
Accounting Policies (Property, Plant and
Equipment) (Details)
125: R64 Basis of Presentation and Summary of Significant HTML 62K
Accounting Policies (Intangible Assets) (Details)
94: R65 Basis of Presentation and Summary of Significant HTML 201K
Accounting Policies (Reclassification) (Details)
128: R66 Basis of Presentation and Summary of Significant HTML 59K
Accounting Policies (Schedule of Amortized
Intangible Assets) (Details)
62: R67 Basis of Presentation and Summary of Significant HTML 56K
Accounting Policies (Schedule of Future
Amortization Expense) (Details)
99: R68 Special Items, Net (Details) HTML 87K
148: R69 Investments and Fair Value Measurements HTML 54K
(Short-Term Investments) (Details)
36: R70 Investments and Fair Value Measurements HTML 51K
(Short-Term Investments by Contractual Maturity)
(Details)
54: R71 Investments and Fair Value Measurements (Assets HTML 130K
and Liabilities Measured at Fair Value on a
Recurring Basis) (Details)
84: R72 Commitments, Contingencies and Guarantees HTML 107K
(Aircraft Acquisition Commitments) (Details)
44: R73 Commitments, Contingencies and Guarantees HTML 72K
(Long-term Purchase Commitments) (Details)
152: R74 Commitments, Contingencies and Guarantees HTML 79K
(Unrecorded Unconditional Purchase Obligations)
(Details)
58: R75 Commitments, Contingencies and Guarantees (Future HTML 84K
Minimum Operating Lease Payments) (Details)
48: R76 Commitments, Contingencies and Guarantees (Leases HTML 79K
Narrative) (Details)
53: R77 Commitments, Contingencies and Guarantees (Legal HTML 73K
Proceedings and Other) (Details)
38: R78 Indebtedness and Leases (Components Of Long-Term HTML 114K
Debt) (Details)
42: R79 (Maturities of Long Term Debt) (Details) HTML 66K
111: R80 Indebtedness and Leases (American) (Details) HTML 155K
51: R81 Indebtedness and Leases (US Airways) (Details) HTML 125K
146: R82 Indebtedness and Leases (Schedule of Collateral HTML 71K
Coverage Tests) (Details)
80: R83 Financial Instruments And Risk Management HTML 66K
(Narrative) (Details)
118: R84 Financial Instruments And Risk Management (Effect HTML 66K
Of Derivative Instruments On Statements Of
Operations) (Details)
127: R85 Financial Instruments And Risk Management HTML 64K
Financial Instruments and Risk Management
(Offsetting Disclosure) (Details)
50: R86 Financial Instruments And Risk Management (Summary HTML 81K
Of Carrying Value And Estimated Fair Values Of
Long-Term Debt) (Details)
52: R87 Income Taxes (Narrative) (Details) HTML 106K
143: R88 Income Taxes (Components Of Income Tax Provision HTML 55K
(Benefit)) (Details)
45: R89 Income Taxes (Computation Of Income Tax Expense HTML 76K
(Benefit)) (Details)
112: R90 Income Taxes (Deferred Tax Assets And Liabilities) HTML 93K
(Details)
106: R91 Income Taxes (Reconciliation Of Unrecognized Tax HTML 49K
Benefit) (Details)
131: R92 Share Based Compensation (Narrative) (Details) HTML 116K
105: R93 Share Based Compensation (Schedule Of RSU HTML 111K
Activities) (Details)
90: R94 Share Based Compensation (Schedule Of Stock HTML 134K
Options and SARs Activity) (Details)
137: R95 Share Based Compensation (Schedule of CSARs HTML 125K
Activity) (Details)
87: R96 Share Based Compensation Share Based Compensation HTML 70K
(Schedule of Previous Award Activity) (Details)
59: R97 Retirement Benefits (Narrative) (Details) HTML 119K
97: R98 Retirement Benefits (Schedule Of Changes In HTML 114K
Pension, Retiree Medical, Other Benefit
Obligations And Fair Value Assets) (Details)
92: R99 Retirement Benefits (Schedule Of Amounts HTML 61K
Recognized In Consolidated Balance Sheets)
(Details)
73: R100 Retirement Benefits (Schedule Of Amounts HTML 63K
Recognized In Other Comprehensive Loss) (Details)
155: R101 Retirement Benefits (Schedule Of Accumulated HTML 65K
Benefit Obligations Exceeding Fair Value Of Plan
Assets) (Details)
129: R102 Retirement Benefits (Components Of Net Periodic HTML 83K
Benefit Cost) (Details)
104: R103 Retirement Benefits (Schedule Of Assumption Used HTML 67K
Calculating Benefit Obligation) (Details)
39: R104 Retirement Benefits (Summary Of Target Assets HTML 71K
Allocation) (Details)
139: R105 Retirement Benefits (Schedule Of Fair Values Of HTML 180K
Pension Plan Assets By Asset Category) (Details)
147: R106 Retirement Benefits (Changes In Fair Value HTML 58K
Measurements Of Level 3 Investments) (Details)
141: R107 Retirement Benefits (Fair Values Of Company's HTML 59K
Other Postretirement Benefit Plan Assets)
(Details)
100: R108 Retirement Benefits (Schedule of Health Care Cost HTML 51K
Trend Rates) (Details)
47: R109 Retirement Benefits (Schedule Of One Percentage HTML 54K
Point Change In Assumed Health Care Cost Trend
Rates) (Details)
121: R110 Retirement Benefits (Benefit Payments Of Expected HTML 63K
Future Service ) (Details)
63: R111 Accumulated Other Comprehensive Income (Loss) HTML 103K
(Components Of Accumulated Other Comprehensive
Income (Loss)) (Details)
31: R112 Accumulated Other Comprehensive Income (Loss) HTML 58K
(Reclassification out of AOCI) (Details)
88: R113 Segment Reporting (Operating Revenues By HTML 76K
Geographic Region) (Details)
81: R114 Quarterly Financial Data (Unaudited) (Narrative) HTML 97K
(Details)
135: R115 Quarterly Financial Data (Unaudited) (Summarized HTML 88K
Financial Data By Quarter) (Details)
67: R116 Regional Expenses (Details) HTML 68K
151: R117 Regional Expenses (Transactions with Related HTML 58K
Party) (Details)
43: R118 Earnings (Loss) Per Share (Narrative) (Details) HTML 55K
108: R119 Earnings (Loss) Per Share Earnings (Loss) Per HTML 98K
Share (EPS Calculation) (Details)
126: R120 Stockholders' Equity (Details) HTML 78K
34: R121 Subsequent Events (Conversions of Stock) (Details) HTML 61K
107: R122 Schedule II - Valuation And Qualifying Accounts HTML 72K
And Reserves (Details)
150: XML IDEA XML File -- Filing Summary XML 232K
35: EXCEL IDEA Workbook of Financial Reports XLSX 870K
69: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 8.19M
24: EX-101.INS XBRL Instance -- aag-20131231 XML 12.14M
26: EX-101.CAL XBRL Calculations -- aag-20131231_cal XML 417K
27: EX-101.DEF XBRL Definitions -- aag-20131231_def XML 2.59M
28: EX-101.LAB XBRL Labels -- aag-20131231_lab XML 3.89M
29: EX-101.PRE XBRL Presentations -- aag-20131231_pre XML 2.77M
25: EX-101.SCH XBRL Schema -- aag-20131231 XSD 485K
49: ZIP XBRL Zipped Folder -- 0000006201-14-000004-xbrl Zip 845K
| EX-3.3 |
Exhibit 3.3
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AMERICAN AIRLINES, INC.
PURSUANT TO SECTIONS 242, 245 AND 303 OF THE
DELAWARE GENERAL CORPORATION LAW
American Airlines, Inc., (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (as the same exists or may hereafter be amended, the “DGCL”), does hereby certify as follows:
1. The name of the Corporation is American Airlines, Inc. The original certificate of incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware on April 11, 1934.
2. This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242, 245 and 303 of the DGCL and is being filed as required by that certain Joint Chapter 11 Plan of Reorganization of the Corporation, which was confirmed by order of the United States Bankruptcy Court for the Southern District of New York pursuant to Chapter 11 of the United States Bankruptcy Code on October 21, 2013. This Amended and Restated Certificate of Incorporation restates, integrates, amends and supersedes the provisions of the Restated Certificate of Incorporation of the Corporation, as heretofore amended or supplemented.
3. The text of the Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:
ARTICLE I
The name of the corporation is American Airlines, Inc. (the “Corporation”).
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
ARTICLE III
The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as from time to time amended.
ARTICLE IV
The aggregate number of shares that this Corporation shall have authority to issue is 1,000 shares of capital stock all of which shall be designated “Common Stock,” each having a par value of $1.00 per share.
ARTICLE V
No Director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or modification of this Article V shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
(a) Right of Indemnification. The Corporation shall indemnify its Directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a Director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any Director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation (the “Board”). The right to indemnification conferred by this Article VI shall include, subject to applicable law, the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition.
(b) Prepayment of Expenses. Subject to applicable law, the Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to Directors and officers of the Corporation.
(c) Nonexclusivity of Rights. The rights to indemnification and to the advance of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation, the bylaws, any statute, agreement, vote of stockholders or disinterested Directors or otherwise.
- 2 -
(d) Repeal or Modification. Any repeal or modification of this Article VI shall not adversely affect any rights to indemnification and to the advancement of expenses of a Director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VII
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.
ARTICLE VIII
In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the Board, but any bylaws adopted by the Board may be amended or repealed by the stockholders entitled to vote thereon. Election of Directors need not be by written ballot.
ARTICLE IX
The number of Directors of the Corporation shall be fixed from time to time as provided in the bylaws.
ARTICLE X
In addition to the powers and authority herein before or by statute expressly conferred upon them, the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the General Corporation Law of the State of Delaware, this Certificate of Incorporation and the bylaws of the Corporation.
ARTICLE XI
The Corporation shall not issue nonvoting equity securities to the extent prohibited by Section 1123(a)(6) of the United States Bankruptcy Code for so long as such section is in effect and applicable to the Corporation.
ARTICLE XII
The Corporation hereby elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.
- 3 -
IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed on its behalf on this 9th day of December, 2013.
| AMERICAN AIRLINES, INC. | ||
| By: |
| |
| Name: | ||
| Title: | ||
SIGNATURE PAGE TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN AIRLINES, INC.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/28/14 | |||
| For Period end: | 12/31/13 | ARS | ||
| 10/21/13 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 American Airlines Group Inc. 10-K 12/31/23 147:24M 2/24/23 American Airlines Group Inc. S-3ASR 2/24/23 10:1.5M Donnelley … Solutions/FA 2/22/23 American Airlines Group Inc. 10-K 12/31/22 141:46M 2/22/22 American Airlines Group Inc. 10-K 12/31/21 162:47M 2/17/21 American Airlines Group Inc. 10-K 12/31/20 160:42M |