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+UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
+FORM10-K
+☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
+For the Fiscal Year Ended December 31, 2023
+☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
+For the Transition Period From                          to                         
+Commission file number 1-8400
+American Airlines Group Inc.
+(Exact name of registrant as specified in its charter)
+Delaware 75-1825172
+(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
+1 Skyview Drive, Fort Worth, Texas 76155 (682)278-9000
+(Address of principal executive offices, including zip code) Registrant’s telephone number, including area code
+ 
+Securities registered pursuant to Section 12(b) of the Act:
+Title of each class  Trading Symbol(s)  Name of each exchange on which registered
+Common Stock, $0.01 par value per share  AAL  The Nasdaq Global Select Market
+Preferred Stock Purchase Rights —
+ Attached to the Common Stock
+Securities registered pursuant to Section 12(g) of the Act: None
+Commission file number 1-2691
+American Airlines, Inc.
+(Exact name of registrant as specified in its charter)
+Delaware 13-1502798
+(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
+1 Skyview Drive, Fort Worth, Texas 76155 (682)278-9000
+(Address of principal executive offices, including zip code) Registrant’s telephone number, including area code
+Securities registered pursuant to Section 12(b) of the Act: None
+Securities registered pursuant to Section 12(g) of the Act: None
+____________________________________________________
+ 
+(1)
+(1)

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+Table of Contents
+In July 2010, in connection with a regulatory review related to our transatlantic joint business, we provided certain commitments to the
+European Commission (EC) regarding, among other things, the availability of take-off and landing slots at London Heathrow (LHR) or London
+Gatwick (LGW) airports. The commitments accepted by the EC were binding for 10 years. In anticipation of both the exit of the United
+Kingdom from the European Union (EU), commonly referred to as Brexit, and the expiry of the EC commitments in July 2020, the United
+Kingdom Competition and Markets Authority (CMA), in October 2018, opened an investigation into the transatlantic joint business. In
+September 2020 and April 2022, the CMA adopted interim measures that effectively extend the EC commitments until March 2026 in light of
+the uncertainty and other impacts resulting from the COVID-19 pandemic. The CMA restarted its investigation in September 2023 after a
+pause related to the COVID-19 pandemic and plans to complete the investigation before the scheduled expiration of the interim measures in
+March 2026. We continue to cooperate fully with the CMA.
+Marketing Relationships
+To improve access to each other’s markets, various U.S. and foreign air carriers, including American, have established marketing
+agreements with other airlines. These marketing agreements vary in scope and are intended to provide enhanced customer choice by means
+of an expanded network with reciprocal loyalty program participation, but do not involve the same level of cooperation as our joint businesses
+or strategic alliances. As of December 31, 2023, in addition to the relationships described above, American had codeshare, marketing and/or
+loyalty program relationships with Air Tahiti Nui, Cape Air, Cathay Pacific, China Southern Airlines Company Limited (China Southern
+Airlines), EL AL Israel Airlines, Etihad Airways, Fiji Airways, GOL Linhas Aéreas Inteligentes S.A. (GOL), Gulf Air, Hawaiian Airlines, IndiGo,
+JetSMART, Jetstar, Jetstar Japan, Malaysia Airlines, Philippine Airlines, Royal Air Maroc, Royal Jordanian Airlines, Silver Airways, SriLankan
+Airlines and Vueling Airlines.
+In 2023, we completed codeshare agreements with JetSMART, enabling American’s customers to book travel on JetSMART’s network
+beyond Santiago, Chile and Lima, Peru, and which will allow for further extension of our network to other markets in South America, such as
+Argentina, on JetSMART operated flights, subject to all necessary regulatory approvals.
+Also in 2023, we launched a codeshare partnership with Philippine Airlines. This partnership introduced the first marketed flights by a
+Philippine carrier to several U.S. destinations and allows American’s customers to travel to Manila and Cebu, Philippines.
+We had a marketing relationship, the Northeast Alliance arrangement (NEA), with JetBlue Airways Corporation (JetBlue) that included an
+alliance agreement with reciprocal codesharing on certain domestic and international routes from New York (John F. Kennedy International
+Airport (JFK), LaGuardia Airport (LGA) and Newark Liberty International Airport) and Boston Logan International Airport. On May 19, 2023,
+the U.S. District Court for the District of Massachusetts issued an order permanently enjoining American and JetBlue from continuing and
+further implementing the NEA. In June 2023, JetBlue delivered a notice of termination of the NEA, effective July 29, 2023, and the carriers
+have commenced wind-down activities to accommodate mutual customers.
+AAdvantage  Program
+Our AAdvantage program was established to develop passenger loyalty by offering benefits and rewards to travelers for their continued
+patronage with American and our partners. AAdvantage members enjoy exclusive benefits and earn mileage credits for flying on eligible
+tickets on American, any oneworld Alliance airline or other partner airlines. For every dollar spent by flying on an eligible American ticket,
+members earn mileage credits, and AAdvantage Gold , AAdvantage Platinum, AAdvantage Platinum Pro  and AAdvantage Executive
+Platinum status holders earn additional bonus mileage credits of 40%, 60%, 80% and 120%, respectively. Members also earn mileage
+credits by using the services of more than 1,000 non-flight partners, such as our co-branded credit cards, certain hotel and car rental
+companies and shopping and dining partners. The AAdvantage program in general, and our co-branded credit card programs in particular,
+are material assets of our business and have become increasingly important to our company over time. During 2023 and 2022, cash
+payments from co-branded credit card and other partners were $5.2 billion and $4.5 billion, respectively.
+Mileage credits can be redeemed for travel and upgraded experiences on American and participating airlines, membership to our Admirals
+Club , or for other non-flight awards, such as car rentals and hotels, from our program partners. Travel awards are available on all flights
+operated by American and, subject to capacity-controlled seating, on flights operated by our partners. A member’s mileage credits generally
+do not expire if that member has any type of qualifying activity at least once every 24 months or if the AAdvantage member is the primary
+holder of a co-branded credit card. AAdvantage members qualify for status over a 12-month period beginning on March 1 of each year by
+earning
+®
+® ® ®
+®
+®
+10
+The secret object #2 is a "phone".

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+Table of Contents
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.
+2014 Credit Facilities
+The Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, as amended (the 2014 Credit Agreement),
+includes a revolving credit facility (the 2014 Revolving Facility) and term loan (the 2014 Term Loan Facility), collectively referred to as the
+2014 Credit Facilities. In March 2023, American and AAG entered into the Ninth Amendment to the 2014 Credit Agreement, pursuant to
+which American extended the maturity of certain commitments under the 2014 Revolving Facility. The Ninth Amendment also amended
+certain other terms of the 2014 Credit Agreement including the requirements for delivery of appraisals and certain other covenants and
+transitioned the benchmark interest rate for the 2014 Revolving Facility and the 2014 Term Loan Facility from LIBOR to SOFR. The 2014
+Revolving Facility bears interest at the same base rate and applicable margin as the 2013 Revolving Facility, as noted above in “2013 Credit
+Facilities.” The 2014 Term Loan Facility bears interest at a base rate (subject to a floor of 1.00%) plus an applicable margin of 0.75% or, at
+American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American, plus the
+SOFR adjustment applicable to such interest period (with such SOFR rate plus SOFR adjustment being subject to a floor of 0.00%) plus an
+applicable margin of 1.75%. As of December 31, 2023, the margin elected was 1.75%. Additionally, as a result of the Ninth Amendment,
+through October 11, 2024, the aggregate commitments under the 2014 Revolving Facility will be $1.6 billion, and thereafter through October
+13, 2026, such aggregate commitments will decrease to $1.2 billion. As of December 31, 2023, there were no borrowings or letters of credit
+outstanding under the 2014 Revolving Facility.
+April 2016 Revolving Facility
+In March 2023, American and AAG entered into the Sixth Amendment to the Credit and Guaranty Agreement, dated as of April 29, 2016
+(the April 2016 Credit Agreement), which includes a revolving credit facility (the April 2016 Revolving Facility). Pursuant to the Sixth
+Amendment, American extended the maturity of certain commitments under the April 2016 Revolving Facility. The Sixth Amendment also
+amended certain other terms under the April 2016 Credit Agreement including the requirements for delivery of appraisals and certain other
+covenants and transitioned the benchmark interest rate for the April 2016 Revolving Facility from LIBOR to SOFR. The April 2016 Revolving
+Facility bears interest at the same base rate and applicable margin as the 2013 Revolving Facility, as noted above in “2013 Credit Facilities.”
+Additionally, as a result of the Sixth Amendment, through October 11, 2024, the aggregate commitments under the April 2016 Revolving
+Facility will be $446 million, and thereafter through October 13, 2026, such aggregate commitments will decrease to $342 million. As of
+December 31, 2023, there were no borrowings outstanding under the April 2016 Revolving Facility.
+2023 Term Loan Facility
+In December 2023, American and AAG entered into a credit and guaranty agreement (the 2023 Credit Agreement) that provided for a
+term loan facility (the 2023 Term Loan Facility) in an aggregate principal amount of $1.1 billion, maturing in June 2029. Loans made under the
+2023 Term Loan Facility bear interest at a base rate (subject to a floor of 1.00%) plus an applicable margin of 2.50% or, at American’s option,
+the SOFR rate for a tenor of one, three or six months (or if agreed by the relevant lenders, any other tenor), depending on the interest period
+selected by American (subject to a floor of 0.00%), plus an applicable margin of 3.50%. As of December 31, 2023, the margin elected was
+3.50%. The net proceeds from the 2023 Term Loan Facility, together with the net proceeds from the private offering of the 8.50% Senior
+Secured Notes (as defined below) and cash on hand, were used to redeem all of the outstanding 11.75% Senior Secured Notes in December
+2023.
+Other Terms of the 2013 and 2014 Credit Facilities, April 2016 Revolving Facility and 2023 Term Loan Facility
+The term loans under the 2013 Credit Facilities and 2014 Credit Facilities (collectively referred to as the Credit Facilities) and the 2023
+Term Loan Facility are repayable in annual installments, in an amount equal to 1.00% of the aggregate principal amount issued, with any
+unpaid balance due on the respective maturity dates. Voluntary prepayments may be made by American at any time.
+The 2013 Revolving Facility, 2014 Revolving Facility and April 2016 Revolving Facility provide that American may from time to time
+borrow, repay and reborrow loans thereunder. The 2013 Revolving Facility and 2014 Revolving Facility have the ability to issue letters of
+credit thereunder in an aggregate amount outstanding at any time up to $150 million and $300 million, respectively. The 2013 Revolving
+Facility, 2014 Revolving Facility and April 2016 Revolving Facility are each subject to an undrawn annual fee of 0.750%.
+100

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+Table of Contents
+Loyalty Points, which can be earned through a variety of qualifying travel and non-travel activities, including use of our co-branded credit
+cards. Status members can enjoy additional travel benefits of the AAdvantage program, including complimentary upgrades, checked bags,
+and Preferred and Main Cabin Extra seats, as well as priority check-in, security, boarding and baggage delivery when traveling on American,
+any oneworld Alliance airline or select partner airlines. In addition, AAdvantage members can unlock benefits, rewards and choices before,
+between and beyond the traditional status tiers with Loyalty Point Rewards. In 2023, we introduced a new business loyalty program,
+AAdvantage Business, which rewards both eligible companies with AAdvantage miles and their travelers with additional Loyalty Points for
+booking business travel through our website or mobile app.
+In 2023, the editorial staff of the digital news outlet, The Points Guy, selected AAdvantage as the Best U.S. Airline Loyalty Program. In
+addition, AAdvantage was recognized for the Best Elite Program in the Americas at the 2023 Freddie Awards, which is based entirely on
+votes from travelers around the world.
+Under our agreements with AAdvantage members and program partners, we reserve the right to change the terms of the AAdvantage
+program at any time and without notice. Program rules, partners, special offers, awards and requisite mileage levels for awards are subject to
+change.
+During 2023, our members redeemed approximately 13 million awards, including travel redemptions for flights and upgrades on American
+and other air carriers, as well as redemption of car and hotel awards, club memberships and merchandise. Approximately 8% of our 2023
+total revenue passenger miles flown were from award travel.
+See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – “Critical Accounting
+Policies and Estimates” for more information on our loyalty program.
+Industry Competition
+Domestic
+The markets in which we operate are highly competitive. On most of our domestic nonstop routes, we face competing service from other
+domestic airlines, including major network airlines, low-cost carriers and ultra-low-cost carriers such as Alaska Airlines, Allegiant Air, Delta Air
+Lines, Frontier Airlines, Hawaiian Airlines, JetBlue, Southwest Airlines, Spirit Airlines and United Airlines. Between cities that require a
+connection, where the major airlines compete via their respective hubs, competition is significant. In addition, we face competition on some of
+our connecting routes from airlines operating point-to-point service on such routes. We also compete with all-cargo and charter airlines and,
+particularly on shorter segments, ground and rail transportation.
+In general, beyond nonstop city pairs, carriers that have the greatest ability to seamlessly connect passengers to and from markets have a
+competitive advantage. In some cases, however, foreign governments limit U.S. air carriers’ rights to transport passengers beyond
+designated gateway cities in foreign countries. In order to improve access to domestic and foreign markets, we have arrangements with other
+airlines including through the oneworld Alliance, other cooperation agreements, joint business agreements and marketing relationships, as
+further discussed herein.
+On all of our routes, pricing decisions are affected, in large part, by the need to meet competition from other airlines. Price competition
+occurs on a market-by-market basis through price discounts, changes in pricing structures, fare matching, targeted promotions and loyalty
+program initiatives. Airlines typically use discounted fares and other promotions to stimulate traffic during normally weak travel periods, when
+they begin service to new cities, when they have excess capacity, to generate cash flow, to maximize revenue per available seat mile or to
+establish, increase or preserve market share. Most airlines will quickly match price reductions in a particular market, and we have often
+elected to match discounted or promotional fares initiated by other air carriers in certain markets in order to compete in those markets. In
+addition, we face pricing pressures from so-called ultra-low-cost carriers, such as Allegiant Air, Frontier Airlines and Spirit Airlines, which
+compete in many of the markets in which we operate, with competition from these carriers increasing and new entrants regularly announcing
+their intention to start up new ultra-low-cost carriers.
+In addition to price competition, airlines compete for market share by increasing the size of their route system and the number of markets
+they serve. The American Eagle regional carriers increase the number of markets we serve by flying to smaller markets and providing
+connections at our hubs. Many of our competitors also own or have agreements with regional airlines that provide similar services at their
+hubs and other locations. We also compete on the basis of scheduling (frequency and flight times), availability of nonstop flights, on-time
+performance, type of equipment, cabin configuration, amenities provided to passengers, loyalty programs, the automation of travel agent
+reservation systems, onboard products, health and safety, sustainability initiatives and other services.
+11

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+International
+In addition to our extensive domestic service, we provide international service to Canada, Mexico, the Caribbean, Central and South
+America, Europe, Qatar, China, Japan, Korea, India, Australia and New Zealand. In providing international air transportation, we compete
+with other U.S. airlines, foreign investor-owned airlines and foreign state-owned or state-affiliated airlines. Competition has also been
+increasing from low-cost airlines executing international long-haul expansion strategies, a trend we expect to continue, in particular with the
+planned introduction of long-range narrowbody aircraft in the coming years.
+In order to increase our ability to compete in the market for international air transportation service, which is subject to extensive
+government regulation, U.S. and foreign carriers have entered into bilateral and multilateral marketing relationships, alliances, cooperation
+agreements and joint business agreements to exchange traffic among each other’s flights and route networks. See “Distribution and
+Marketing Agreements” above for further discussion.
+Sustainability
+Operating a sustainable business that has the ability to serve our stakeholders over the long-term is an important part of our strategy. We
+have increased our focus over time on a number of elements that we view as important to build a more sustainable company, including those
+described below.
+We have received recognition for our progress toward our sustainability goals. American was named the 2023 Air Transport World Eco-
+Airline of the Year, and in 2023 we were named to the Dow Jones Sustainability World Index for the first time, one of only two passenger
+airlines included in the index. We also returned to the Dow Jones Sustainability North America Index in 2023 for the third year in a row.
+Climate
+We recognize the challenge of climate change and have set ambitious goals to transition to operating a low-carbon airline over time. Our
+aim is to achieve net zero GHG emissions by 2050, and we have set an intermediate target to drive progress toward that goal. We have
+received validation from the Science Based Targets initiative (SBTi) that our 2035 GHG reduction target complies with the criteria in the
+SBTi’s first aviation pathway.
+The vast majority of our direct GHG emissions comes from the use of jet fuel in our operations. Our current strategy for reaching net zero
+GHG emissions by 2050 is focused on running a more fuel-efficient operation, with more fuel-efficient aircraft, powered by low-carbon fuel. To
+do so, we are working to drive progress across several key levers, including:
+• Continuing to replace older, less fuel-efficient aircraft with new, more efficient aircraft over time;
+• Helping scale the production of sustainable aviation fuel (SAF) with the aim of transitioning to lower-carbon fuels. Currently,
+SAF is not available at the cost or scale necessary to meet our industry’s needs. We continue to enter into agreements to
+purchase SAF as part of our goal to replace 10% of our conventional jet fuel with SAF in 2030 and to encourage investment
+in SAF; and
+• Evaluating and investing in innovations that may enable commercial aircraft to be powered by low- and no-carbon fuel
+sources over the long term. For example, we have made direct investments in companies working to develop hydrogen-
+electric propulsion technology and green hydrogen distribution. We are also an anchor partner of Breakthrough Energy
+Catalyst, which aims to make investments to accelerate the development of new clean energy technologies, including SAF.
+Achieving our ambitious goals will require significant action and investments by governments, manufacturers and other stakeholders. We
+are committed to engaging with our stakeholders to seek to advance these initiatives, and we have dedicated resources to advance our own
+progress. Our Board and Corporate Governance and Public Responsibility Committee receive updates on our climate strategy, progress and
+key risks regularly. Our Chief Executive Officer is responsible for oversight of our climate change strategy.
+12

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+Table of Contents
+Safety
+The safety of our customers and team members is a top priority. Our approach to safety is guided by our FAA-approved safety
+management systems (SMS), an organization-wide approach to identifying and managing risk. Each SMS is comprised of four components:
+Safety Policy, Safety Assurance, Safety Risk Management and Safety Promotion. Our Safety Policy sets safety objectives while striving to
+comply with applicable regulatory requirements and laws in the countries where we operate and establishing standards for acceptable
+operational behaviors.
+The Safety Assurance component of our SMS specifies how we use data and conduct quality assurance and internal oversight to validate
+the effectiveness of risk controls and the performance of the SMS. The Safety Risk Management (SRM) element of our SMS provides a
+decision-making process for identifying hazards and mitigating risk based on a thorough understanding of our systems and their operating
+environment. We employ SRM whenever there is a significant change to our operations, such as the delivery of new aircraft. Lastly, the
+Safety Promotion component includes training and raising awareness among team members so that they can spot potential safety events.
+Customers
+We fly to close to 350 destinations in the United States and internationally, and we are committed to providing our customers with a world-
+class travel experience. We continued to rigorously measure and track customer satisfaction through passenger surveys in 2023, efforts that
+led to further improvements in our operations and the services we provide. In 2023, we achieved our best-ever full year completion factor,
+with the lowest number of cancellations annually since the 2013 merger with US Airways Group, Inc., which led to a record Likelihood to
+Recommend score for the full year. Additionally in 2023, we were recognized for the sixth consecutive year with the prestigious Five Star
+rating in The APEX Official Airline Ratings – Global Airline category. This rating is based on verified customer feedback on the overall travel
+experience.
+Our People
+The airline business is labor intensive, and our team members are critical to delivering for our customers. The operational complexity of
+our business requires a diverse team of personnel trained and experienced in a variety of technical areas such as flight operations, ground
+operations, safety and maintenance, customer service and airline scheduling and planning. Fostering a culture where our team members feel
+supported to take care of our customers is critical to our success. To do this, we must continue to build a diverse and inclusive environment,
+helping all team members reach their full potential and providing them with the right resources and support.
+In 2023, mainline and regional salaries, wages and benefits were our largest expense and represented 34% of our total operating
+expenses. As of December 31, 2023, we had approximately 132,100 active full-time equivalent employees, approximately 87% of whom
+were represented by various labor unions responsible for negotiating the collective bargaining agreements (CBAs) governing their
+compensation and job duties, among other things.
+Talent Development
+We focus on providing our team members the tools, training and resources they need to do their best work. We maintain a suite of
+programs aimed at helping our people develop the skills and experience they need to succeed in their roles and build rewarding, long-term
+careers within our company. Additionally, we have partnered with leading online learning platforms to make professional development
+available on-demand to all of our team members.
+Diversity, Equity and Inclusion
+Cultivating an environment that celebrates diversity, equity and inclusion (DEI) is a priority for us, and we seek to create a workplace
+where diverse perspectives and experiences are welcomed and encouraged, where team members feel comfortable to be their authentic
+selves and where we are always learning from one another. Our goal is to make culture a competitive advantage so people will want to work
+with us, fly with us and invest in us. We are implementing a multiyear strategy focused on embedding DEI throughout our company by:
+• Hiring, engaging and retaining talent for growth;
+• Delivering excellence in our operations to serve and expand our global markets;
+• Striving to have our teams effectively serve the communities we represent; and
+• Driving innovation to build competitive advantages.
+13
+The secret object #1 is a "table".

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+Table of Contents
+In 2023, we received a perfect score on the Disability Equality Index for the eighth consecutive year and were named one of the best
+places to work for disability inclusion. We also received a top score of 100 on the Human Rights Campaign Foundation’s 2023-2024
+Corporate Equality Index, an assessment of LGBTQ+ workplace equality.
+Competitive Pay and Comprehensive Benefits
+We seek to offer competitive pay, comprehensive benefits and a wide variety of resources designed to support the physical, behavioral
+and financial well-being of our team members and their families, including medical coverage that is intended to be affordable and flexible
+along with healthcare navigation and support tools.
+Our internal recognition programs give team members and customers the opportunity to show their appreciation for a job well done,
+including through our Nonstop Thanks program whereby team members can award each other points for exceptional service or as an
+expression of gratitude. Recognition points earned through the recognition program can be redeemed for items in an online catalog. In 2023,
+our team members were recognized by customers, peers and company leaders approximately three million times and more than 1,600 peer
+nominations were submitted for the annual Circle of Excellence, the highest honor that we bestow upon our team members for their career
+achievements.
+Our future success depends in large part on our ability to attract, develop and retain highly qualified management, technical and other
+personnel. Retaining and recruiting people with the appropriate skills became particularly challenging as the economy in general, and the
+airline industry in particular, recovered from the COVID-19 pandemic, and there remains intense competition for the human resources
+necessary to operate our business successfully. Like many other airlines, we have experienced and continue to experience periodic
+shortages of frontline team members as a result. For more discussion, see Part I, Item 1A. Risk Factors – “The loss of key personnel upon
+whom we depend to operate our business or the inability to attract, develop and retain additional qualified personnel could adversely affect
+our business.”
+Labor Relations
+Labor relations in the air transportation industry are regulated under the Railway Labor Act (RLA), which vests in the National Mediation
+Board (NMB) certain functions with respect to disputes between airlines and labor unions relating to union representation and CBAs.
+The following table shows our domestic airline employee groups that are represented by unions:
+Union Class or Craft Employees Contract Amendable Date
+Mainline:
+Allied Pilots Association (APA) Pilots 14,500 2027
+Association of Professional Flight Attendants (APFA) Flight Attendants 24,950 2019
+Airline Customer Service Employee Association –Communications Workers of America and InternationalBrotherhood of Teamsters (CWA-IBT)
+Passenger Service 14,650 2029
+Transport Workers Union and International Association ofMachinists & Aerospace Workers (TWU-IAM Association) Mechanics and Related 12,350 2025
+TWU-IAM Association Fleet Service 19,100 2025
+TWU-IAM Association Stock Clerks 2,000 2025
+TWU-IAM Association Flight Simulator Engineers 150 2025
+TWU-IAM Association Maintenance Control Technicians 190 2025
+TWU-IAM Association Maintenance Training Instructors 100 2025
+Professional Airline Flight Control Association (PAFCA) Dispatchers 570 2025
+Transport Workers Union (TWU) Flight Crew Training Instructors 390 2025
+(1)
+14

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+Union Class or Craft Employees Contract Amendable Date
+Envoy:
+Air Line Pilots Associations (ALPA) Pilots 2,070 2029
+Association of Flight Attendants-CWA (AFA) Flight Attendants 1,850 2026
+TWU Ground School Instructors 10 2027
+TWU Mechanics and Related 1,200 2027
+TWU Stock Clerks 130 2027
+TWU Simulator Instructors 20 2026
+TWU Fleet Service 4,020 2026
+TWU Dispatchers 70 2025
+Communications Workers of America (CWA) Passenger Service 7,000 2026
+Piedmont:
+ALPA Pilots 640 2029
+AFA Flight Attendants 310 2026
+International Brotherhood of Teamsters (IBT) Mechanics and Related 470 2026
+IBT Stock Clerks 60 2026
+CWA Fleet and Passenger Service 6,650 2023
+IBT Dispatchers 40 2025
+ALPA Flight Crew Training Instructors 70 2029
+PSA:
+ALPA Pilots 1,500 2028
+AFA Flight Attendants 1,190 2023
+International Association of Machinists & Aerospace Workers(IAM) Mechanics and Related 680 2027
+TWU Dispatchers 40 2024
+ALPA Flight Crew Training Instructors 80 2028
+Represents approximate number of active employees as of December 31, 2023.
+In 2023, a new four-year CBA was ratified by the APA, the union representing our mainline pilots. Additionally, in January 2024, a new
+five-year CBA was ratified by the CWA-IBT, which is amendable in 2029. The CBA covering our mainline flight attendants is now amendable
+and negotiations continue. Among our wholly-owned regional subsidiaries, Piedmont fleet and passenger service and PSA flight attendants
+have agreements that are now amendable and are engaged in negotiations.
+For more discussion, see Part I, Item 1A. Risk Factors – “Union disputes, employee strikes and other labor-related disruptions may
+adversely affect our operations and financial performance.”
+Aircraft Fuel
+Our operations and financial results are materially affected by the availability and price of aircraft fuel, which represents one of the largest
+single cost items in our business. Based on our 2024 forecasted mainline and regional fuel consumption, we estimate that a one cent per
+gallon increase in the price of aircraft fuel would increase our 2024 annual fuel expense by approximately $45 million.
+(1)
+(1)
+15

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+The following table shows annual aircraft fuel consumption and costs, including taxes, for our mainline and regional operations for 2023
+and 2022 (gallons and aircraft fuel expense in millions).
+Year Gallons Average Priceper Gallon Aircraft FuelExpense Percent of TotalOperating Expenses
+2023 4,140 $2.96 $12,257 25%
+2022 3,901 $3.54 $13,791 29%
+As of December 31, 2023, we did not have any fuel hedging contracts outstanding to hedge our fuel consumption. Our current policy is not
+to enter into transactions to hedge our fuel consumption, although we review this policy from time to time based on market conditions and
+other factors. As such, and assuming we do not enter into any future transactions to hedge our fuel consumption, we will continue to be fully
+exposed to fluctuations in aircraft fuel prices.
+Aircraft fuel prices have in the past, and may in the future, experience substantial volatility. We cannot predict the future availability, price
+volatility or cost of aircraft fuel. For more discussion, see Part I, Item 1A. Risk Factors – “Our business is very dependent on the price and
+availability of aircraft fuel. Continued periods of high volatility in fuel costs, increased fuel prices or significant disruptions in the supply of
+aircraft fuel could have a significant negative impact on consumer demand, our operating results and liquidity.”
+Seasonality and Other Factors
+Due to the greater demand for air travel during the summer months, revenues in the airline industry exhibit seasonal patterns based on the
+peak travel periods. General economic conditions, fears of terrorism or war, fare initiatives, fluctuations in fuel prices, labor actions, weather,
+natural disasters, outbreaks of disease, geopolitical factors and other factors could impact this seasonal pattern. Therefore, our quarterly
+results of operations are not necessarily indicative of operating results for the entire year, and historical operating results in a quarterly or
+annual period are not necessarily indicative of future operating results.
+Domestic and Global Regulatory Landscape
+General
+Airlines are subject to extensive domestic and international regulatory requirements. Domestically, the DOT and the Federal Aviation
+Administration (FAA) exercise significant regulatory authority over air carriers.
+The DOT, among other things, oversees and regulates domestic and international codeshare agreements, international route authorities,
+competition and consumer protection matters including accessibility, the display and sharing of ancillary fee information and refund practices.
+The Antitrust Division of the Department of Justice, along with the DOT in certain instances, have jurisdiction over airline antitrust matters.
+The FAA similarly exercises safety oversight and regulates most operational matters of our business, including how we operate and
+maintain our aircraft. FAA requirements cover, among other things, required technology and necessary onboard equipment; systems,
+procedures and training necessary to ensure the continuous airworthiness of our fleet of aircraft; safety measures and equipment; crew
+scheduling limitations and experience requirements; and many other technical aspects of airline operations. Additionally, our pilots and other
+employees are subject to rigorous certification standards, and our pilots and other crew members must adhere to flight time and rest
+requirements.
+The FAA also controls the national airspace system, including operational rules and fees for air traffic control (ATC) services. The
+efficiency, reliability and capacity of the ATC network has a significant impact on our costs and on the timeliness of our operations.
+The U.S. Postal Service has jurisdiction over certain aspects of the transportation of mail and related services.
+Airport Access and Operations
+Domestically, any U.S. airline authorized by the DOT is generally free to operate scheduled passenger service between any two points
+within the U.S. and its territories, with the exception of certain airports that require landing and take-off rights and authorizations (slots) and
+other facilities, and certain airports that impose geographic limitations on operations or curtail operations based on the time of day.
+Operations at three major domestic airports we serve (JFK and LGA in New York City, and Ronald Reagan Washington National Airport
+(DCA) near Washington, D.C.) and many foreign airports we serve (including LHR) are regulated by governmental entities through allocations
+of slots or similar regulatory mechanisms
+16

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+Table of Contents
+that limit the rights of carriers to conduct operations at those airports. Each slot represents the authorization to land at and take off from the
+particular airport during a specified time period. In addition to slot restrictions, operations at DCA and LGA are also limited based on a so-
+called “perimeter rule” which generally limits the stage length of the flights that can be operated from those airports to 1,250 and 1,500 miles,
+respectively. Generally, our ability to retain slots is conditioned on the continued use of such slots, and in the absence of use, the slots are
+subject to forfeiture. In certain circumstances, such as during the COVID-19 pandemic, regulators may issue slot waivers which temporarily
+suspend or amend slot usage requirements, and we have used slot waivers at times to reduce flying levels during periods of reduced
+demand for travel. Moreover, on multiple occasions in 2023, the FAA issued slot waivers for New York City area airports as a result of
+operational challenges arising from air traffic control staffing shortages; those waivers expire in October 2024, and we cannot guarantee that
+such waivers will be made available to us, or that upon expiration or cancellation of such waivers it will be economical for us to resume prior
+levels of flying to destinations where we have operated a reduced service. If we are forced to surrender slots or other rights, we may be
+unable to provide our desired level of service to or from certain destinations in the future. For more discussion, see Part I, Item 1A. Risk
+Factors – “If we are unable to obtain and maintain adequate facilities and infrastructure throughout our system and, at some airports,
+adequate slots, we may be unable to operate our existing flight schedule and to expand or change our route network in the future, which may
+have a material adverse impact on our operations.”
+Our ability to provide service can also be impaired at airports where the airport gates and other facilities are currently inadequate to
+accommodate all of the service that we would like to provide, or where we have no access to gates at all.
+Existing law also permits domestic local airport authorities to implement procedures and impose restrictions designed to abate noise,
+provided such procedures and restrictions do not unreasonably interfere with interstate or foreign commerce or the national transportation
+system. In some instances, these restrictions have caused curtailments in service or increases in operating costs.
+Airline Fares, Taxes and User Fees
+Airlines are permitted to establish their own domestic fares without governmental regulation. The DOT maintains authority over certain
+international fares, rates and charges, but only applies this authority on a limited basis. In addition, international fares and rates are
+sometimes subject to the jurisdiction of the governments of the foreign countries which we serve.
+Airlines are obligated to collect a federal excise tax, commonly referred to as the “ticket tax,” on domestic and international air
+transportation, and to collect other taxes and charge other fees, such as foreign taxes, security fees and passenger facility charges. Although
+these taxes and fees are not our operating expenses, they represent an additional cost to our customers. These taxes and fees are subject to
+increase from time to time.
+DOT Passenger Protection Rules
+The DOT regulates airline interactions with passengers through the ticketing process, at the airport and onboard the aircraft. Among other
+things, these regulations govern how our fares are displayed online, required customer disclosures, access by disabled passengers, handling
+of long onboard flight delays and reporting of mishandled bags. In 2023, the DOT finalized rules for accessible lavatories on single-aisle
+aircraft and has continued to work through proposals for a number of disability regulations that will impact us, including penalties for
+wheelchair loss or damage and prompt wheelchair assistance. The DOT has also proposed rules requiring refunds for cancellations and
+significant delays and rules mandating the display of ancillary fees during the initial itinerary search.
+International
+International air transportation is subject to extensive government regulation, including aviation agreements between the U.S. and other
+countries or governmental authorities, such as the EU. Moreover, our alliances with international carriers may be subject to the jurisdiction
+and regulations of various foreign agencies. The U.S. government has negotiated “open skies” agreements with more than 130 trading
+partners, which allow unrestricted route authority access between the U.S. and the foreign markets.
+In addition, foreign countries impose passenger protection rules, which are analogous to, and often meet or exceed the requirements of,
+the DOT passenger protection rules discussed above. In cases where these foreign requirements exceed the DOT rules, we may bear
+additional burdens and liabilities. Further, various foreign airport authorities impose noise and curfew restrictions at their local airports.
+17

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+Table of Contents
+Security
+All aspects of civil aviation and border security in the U.S. affecting U.S. carriers are controlled or regulated by the federal government
+through the Transportation Security Administration (TSA) and the U.S. Customs and Border Protection (CBP). The TSA is responsible for the
+security of the nation’s transportation systems. The TSA’s requirements for aviation security include, among other things, screening of
+passengers, baggage, cargo, mail, employees and vendors; carriage of federal air marshals at no charge; and continuous background
+checks of all employees and vendor employees with access to secure areas of airports. Funding for the TSA is provided by a combination of
+air carrier fees, passenger fees and taxpayer funds. The CBP is responsible for securing the nation’s borders by combining customs,
+immigration and agricultural protection. The CBP regulatory requirements include the transmission of advanced passport data to facilitate the
+U.S. entry process. Funding for a portion of CBP operations is provided by a combination of fees collected by airlines. Our international
+service further requires us to comply with host government civil aviation security regimes and foreign border control authorities.
+Environmental Matters
+Environmental Regulation
+The airline industry is subject to various laws and government regulations concerning environmental matters in the U.S. and other
+countries. U.S. federal laws that have a particular impact on our operations include the Airport Noise and Capacity Act of 1990, the Clean Air
+Act, the Resource Conservation and Recovery Act, the Clean Water Act, the Safe Drinking Water Act and the Comprehensive Environmental
+Response, Compensation and Liability Act. The U.S. Environmental Protection Agency (EPA) and other federal agencies may promulgate
+regulations that have an impact on our operations. In addition to these federal activities, various states have been delegated certain
+authorities under the aforementioned federal statutes. Many state and local governments have adopted environmental laws and regulations
+that are similar to or stricter than federal requirements.
+Revised underground storage tank regulations issued by the EPA in 2015 have affected certain airport fuel hydrant systems, with
+modifications of such systems needed in order to comply with applicable portions of the revised regulations. In addition, related to the EPA
+and state regulations pertaining to storm water management, several U.S. airport authorities are actively engaged in efforts to limit
+discharges of deicing fluid into the environment, often by requiring airlines to participate in the building or reconfiguring of airport deicing
+facilities. Additionally, compliance with updated federal and state regulations governing fire extinguishing foams are expected to require
+modification to fire suppression systems that we operate, as well as those maintained by airports. On November 23, 2022, the EPA also
+published the final rule for particulate matter emission standards and test procedures for civil aircraft engines, which took effect on December
+23, 2022. These or similar regulations could directly or indirectly result in increased compliance costs, but at this time we do not expect these
+costs to be material.
+The environmental laws include those related to responsibility for potential soil and groundwater contamination. We are conducting
+investigation and remediation activities to address soil and groundwater conditions at several sites, including airports and maintenance
+bases. We presently anticipate that the ongoing costs of such activities will not have a material impact on our operations.
+We employ an environmental management system that provides a systematic approach for compliance with environmental regulations and
+management of a broad range of environmental issues, including but not limited to air emissions, hazardous waste, underground tanks, and
+aircraft water quality.
+Global and Domestic Regulation Related to Climate Change
+Climate change-related regulatory activity and developments may adversely affect our business and financial results by requiring us to
+adapt to rapidly evolving domestic and international regulation and to achieve emission reductions before cost-effective technologies are
+available, for example, through requirements to make capital investments to purchase specific types of equipment or technologies, purchase
+carbon offset credits or otherwise incur additional costs related to our emissions. Such trends may also impact us indirectly by increasing our
+operating costs, including fuel costs.
+18
+The secret transportation is a "boat".

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+Table of Contents
+The Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA)
+We are subject to the requirements of the CORSIA, an international, market-based emissions reduction program adopted by the
+International Civil Aviation Organization (ICAO) in 2016. CORSIA is intended to achieve carbon-neutral growth in the international aviation
+sector from 2021 until 2035 through the purchase of certain types of carbon offset credits or the use of eligible renewable fuels.
+For each year from 2021 through 2032, CORSIA requires airlines to compensate for the rate of growth of GHG emissions of the aviation
+sector as a whole, relative to a predetermined baseline as determined by ICAO. ICAO originally defined the baseline as the average
+emissions from covered flights in 2019 and 2020. However, due to the impact of the COVID-19 pandemic on air travel, in June 2020, ICAO
+removed 2020 from the baseline calculation for the CORSIA pilot phase (2021-2023). In October 2022, ICAO member countries agreed that
+85% of 2019 emissions would be used as the baseline for the remainder of CORSIA’s term (2024-2035).
+The CORSIA program is being implemented in three phases: a pilot phase that ran from 2021 through 2023, followed by a first phase of
+the program beginning in 2024 through 2026 and a second phase beginning in 2027 through 2035. ICAO member countries are expected to
+enact legislation to implement CORSIA. We expect to be required to purchase carbon offset credits to comply with CORSIA’s first phase,
+however, the U.S. government has not yet enacted implementation legislation.
+Our future costs of CORSIA compliance are uncertain due to the uncertainty with respect to the future growth of covered GHG emissions,
+the supply and price of CORSIA-eligible carbon offset credits and development of the market for eligible renewable fuels.
+European GHG Emissions Regulations
+On May 16, 2023, revisions to the EU Emissions Trading System (EU ETS) were published in the Official Journal of the EU. Pursuant to
+these revisions, the allocation of emissions allowances currently granted for free to aircraft operators under the EU ETS will be phased out by
+2026, and CORSIA will apply to flights to and from EU countries that are ICAO member countries. The EC will also be required to undertake
+a review in 2026 to determine whether CORSIA is sufficiently delivering on the goals of the Paris Agreement and, to the extent it is
+determined not to be, would extend the scope of the EU ETS to include all departing flights from the European Economic Area (EEA) (and
+not just flights within the EEA and flights departing the EEA to the United Kingdom and Switzerland).
+In 2023, the European Parliament and the European Council formally adopted the EU’s ReFuelEU Aviation initiative to create a SAF
+blending mandate for aviation fuel suppliers. The agreed text requires fuel suppliers to ensure that minimum shares of SAF are made
+available to aircraft operators at EU airports starting January 1, 2025. Such minimum requirements are 2% in 2025, 6% in 2030, 20% in
+2035, 34% in 2040, 42% in 2045 and 70% in 2050. In addition, a specific proportion of the fuel mix (1.2% in 2030, 2% in 2032, 5% in 2035
+and progressively reaching 35% in 2050) must comprise synthetic fuels such as e-kerosene, and as of 2025, there will be an EU label for the
+environmental performance of flights, such that airlines may market their flights indicating the expected carbon footprint per passenger. The
+potential effects on our business of such requirements are uncertain at this time. The UK and other countries have adopted or are
+considering adoption of a SAF blending mandate similar to that of the EU.
+U.S. Emissions Standards for Aircraft Engines
+In January 2021, the EPA adopted GHG emission standards for new aircraft engines, which are aligned with the 2017 ICAO aircraft engine
+GHG emission standards. Like the ICAO standards, the final EPA standards for new aircraft engines would not apply retroactively to engines
+on in-service aircraft. On November 15, 2021, the EPA announced that it would not rewrite the existing aircraft engine GHG emissions
+standards but would seek more ambitious new aircraft GHG emission standards within the ICAO process. Since then, the EPA and ICAO’s
+Committee on Aviation Environmental Protection have had several meetings on this issue, but no further progress has been made. In
+addition, several states and environmental groups have challenged the EPA’s standards and on June 30, 2023, the U.S. Court of Appeals for
+the D.C. Circuit denied such petitions and upheld the EPA’s GHG emissions standards.
+For more information on our approach to climate change, see our 2022 Sustainability Report on our website www.aa.com available under
+“Environmental, Social and Governance.” None of the information or contents under our “Environmental, Social and Governance” page, 2022
+Sustainability Report, or our website are incorporated into this Annual Report on Form 10-K.
+19

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+Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
+American Airlines Group Inc. Yes ☒   No ☐ 
+American Airlines, Inc. Yes ☒   No ☐ 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
+American Airlines Group Inc. Yes ☐   No ☒ 
+American Airlines, Inc. Yes ☐   No ☒ 
+Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
+Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
+subject to such filing requirements for the past 90 days.
+American Airlines Group Inc. Yes ☒   No ☐ 
+American Airlines, Inc. Yes ☒   No ☐ 
+Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
+Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
+required to submit such files).
+American Airlines Group Inc. Yes ☒   No ☐ 
+American Airlines, Inc. Yes ☒   No ☐ 
+Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
+company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
+and “emerging growth company” in Rule 12b-2 of the Exchange Act.
+American Airlines Group Inc. ☒ Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company
+American Airlines, Inc. ☐ Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
+with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
+American Airlines Group Inc. ☐ 
+American Airlines, Inc. ☐ 
+Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
+its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
+accounting firm that prepared or issued its audit report.
+American Airlines Group Inc. Yes ☒   No ☐ 
+American Airlines, Inc. Yes ☒   No ☐ 
+If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
+included in the filing reflect the correction of an error to previously issued financial statements.
+American Airlines Group Inc. ☐ 
+American Airlines, Inc. ☐ 
+Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
+compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
+American Airlines Group Inc. ☐ 
+American Airlines, Inc. ☐ 
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
+American Airlines Group Inc. Yes ☐   No ☒ 
+American Airlines, Inc. Yes ☐   No ☒ 
+The aggregate market value of the voting stock held by non-affiliates of American Airlines Group Inc. as of June 30, 2023, was
+approximately $11.7 billion. As of February 16, 2024, there were 654,756,816 shares of American Airlines Group Inc. common stock
+outstanding.
+As of February 16, 2024, there were 1,000 shares of American Airlines, Inc. common stock outstanding, all of which were held by American
+Airlines Group Inc.
+The secret drink is "tea".

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+Table of Contents
+Impact of Regulatory Requirements on Our Business
+Regulatory requirements, including but not limited to those discussed above, affect operations and increase operating costs for the airline
+industry, including our airline subsidiaries, and future regulatory developments may continue to do the same. For additional information, see
+Part I, Item 1A. Risk Factors – “Evolving cybersecurity and data privacy requirements (in particular, compliance with applicable federal, state
+and foreign laws relating to handling of personal information about individuals) could increase our costs, and any significant cybersecurity or
+data privacy incident could disrupt our operations, harm our reputation, expose us to legal risks and otherwise materially adversely affect our
+business, results of operations and financial condition,” “If we are unable to obtain and maintain adequate facilities and infrastructure
+throughout our system and, at some airports, adequate slots, we may be unable to operate our existing flight schedule and to expand or
+change our route network in the future, which may have a material adverse impact on our operations,” “Our business is subject to extensive
+government regulation, which may result in increases in our costs, disruptions to our operations, limits on our operating flexibility, reductions
+in the demand for air travel, and competitive disadvantages,” “The airline industry is heavily taxed,” “We are subject to many forms of
+environmental and noise regulation and may incur substantial costs as a result,” and “We are subject to risks associated with climate change,
+including increased regulation of our GHG emissions, changing consumer preferences and the potential for increased impacts of severe
+weather events on our operations and infrastructure.”
+Available Information
+Use of Websites to Disclose Information
+Our website is located at www.aa.com. We have made, and expect in the future to make, public disclosures to investors and the general
+public of information regarding AAG and its subsidiaries by means of the investor relations section of our website as well as through the use
+of our social media sites, including Facebook and X. In order to receive notifications regarding new postings to our website, investors are
+encouraged to enroll on our website to receive automatic email alerts (see https://americanairlines.gcs-web.com/email-alerts), “follow”
+American (@AmericanAir) on X and “like” American on our Facebook page (www.facebook.com/AmericanAirlines). None of the information
+or contents of our website or social media postings is incorporated into this Annual Report on Form 10-K.
+Availability of SEC Reports
+A copy of this Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those
+reports are available free of charge on our website as soon as reasonably practicable after we electronically file such material with, or furnish
+it to, the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding
+issuers that file electronically with the SEC at www.sec.gov.
+20

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+Table of Contents
+ITEM 1A. RISK FACTORS
+Below are certain risk factors that may affect our business, results of operations and financial condition, or the trading price of our
+common stock or other securities. We caution the reader that these risk factors may not be exhaustive. We operate in a continually changing
+business environment, and new risks and uncertainties emerge from time to time. Management cannot predict such new risks and
+uncertainties, nor can it assess the extent to which any of the risk factors below or any such new risks and uncertainties, or any combination
+thereof, may impact our business.
+Risks Related to our Business and Industry
+Downturns in economic conditions could adversely affect our business.
+Due to the discretionary nature of business and leisure travel spending and the highly competitive nature of the airline industry, our
+revenues are heavily influenced by the condition of the U.S. economy and economies in other regions of the world. Unfavorable conditions in
+these broader economies have resulted, and may result in the future, in decreased passenger demand for air travel, changes in booking
+practices and related reactions by our competitors, all of which in turn have had, and may have in the future, a strong negative effect on our
+business. For example, the COVID-19 pandemic and associated decline in economic activity and increase in unemployment levels had a
+severe and prolonged effect on the global economy generally and, in turn, resulted in a prolonged period of depressed demand for air travel.
+In addition, a rapid economic expansion following the height of the COVID-19 pandemic resulted in significant inflationary pressures and
+volatility in certain currencies, which have increased our costs for aircraft fuel, wages and benefits and other goods and services we require
+to operate our business, as well as increasing the interest expense on our variable-rate indebtedness.
+We will need to obtain sufficient financing or other capital to operate successfully.
+Our business plan contemplates continued significant investments related to our fleet, improving the experience of our customers and
+updating our facilities. Significant capital resources will be required to execute this plan. We estimate that, based on our commitments as of
+December 31, 2023, our planned aggregate expenditures for aircraft purchase commitments and certain engines for calendar years 2024
+through 2028 would be approximately $11.7 billion. We may also require financing to refinance maturing obligations and to provide liquidity to
+fund other corporate requirements. Accordingly, we will need substantial liquidity, financing or other capital resources to finance such aircraft
+and engines and meet such other liquidity needs. If needed, it may be difficult for us to raise additional capital on acceptable terms, or at all,
+due to, among other factors: our substantial level of existing indebtedness, particularly following transactions we completed in response to
+the impact of the COVID-19 pandemic; our non-investment grade credit rating; volatile or otherwise unfavorable market conditions; and the
+availability of assets to use as collateral for loans or other indebtedness, which has been reduced significantly as a result of certain financing
+transactions we have undertaken since the beginning of 2020 and may be further reduced. If we are unable to arrange any such required
+financing at customary advance rates and on terms and conditions acceptable to us, we may need to use cash from operations or cash on
+hand to purchase aircraft and engines or fund our other corporate requirements, or may seek to negotiate deferrals for such aircraft and
+engines with the applicable manufacturers or otherwise defer corporate obligations. Depending on numerous factors applicable at the time
+we seek capital, many of which are out of our control, such as the state of the domestic and global economies, the capital and credit markets’
+view of our prospects and the airline industry in general, and the general availability of debt and equity capital, the financing or other capital
+resources that we will need may not be available to us, or may be available only on onerous terms and conditions. Furthermore, we hold
+significant balances of cash and short-term investments, including as necessary to conduct our day-to-day operations, some of which are
+held in deposit accounts at commercial banks in excess of the government-provided deposit insurance. There can be no assurance that we
+will be successful in obtaining financing or other needed sources of capital to operate successfully or to fund our committed expenditures. An
+inability to obtain necessary financing on acceptable terms would limit our ability to execute necessary capital projects and would have a
+material adverse impact on our business, results of operations and financial condition.
+Our high level of debt and other obligations may limit our ability to fund general corporate requirements and obtain additional
+financing, may limit our flexibility in responding to competitive developments and may cause our business to be vulnerable to
+adverse economic and industry conditions.
+We have significant amounts of indebtedness and other financial obligations, including pension obligations, obligations to make future
+payments on flight equipment and property leases related to airport and other facilities, and substantial non-cancelable obligations under
+aircraft and related spare engine purchase agreements. Moreover, currently a very significant portion of our assets are pledged to secure our
+indebtedness. Our substantial indebtedness and other
+21

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+Table of Contents
+obligations, which are generally greater than the indebtedness and other obligations of our competitors, could have important consequences.
+For example, they may:
+• make it more difficult for us to satisfy our obligations under our indebtedness;
+• limit our ability to obtain additional funding for working capital, capital expenditures, acquisitions, investments and general
+corporate purposes, and adversely affect the terms on which such funding can be obtained;
+• require us to dedicate a substantial portion of our liquidity or cash flow from operations to payments on our indebtedness and
+other obligations, thereby reducing the funds available for other purposes;
+• make us more vulnerable to economic downturns, industry conditions and catastrophic external events, particularly relative
+to competitors with lower relative levels of financial leverage;
+• significantly constrain our ability to respond, or respond quickly, to unexpected disruptions in our own operations, the U.S. or
+global economies, or the businesses in which we operate, or to take advantage of opportunities that would improve our
+business, operations, or competitive position versus other airlines;
+• limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business and
+economic conditions;
+• bear interest at floating rates, subjecting us to volatility in interest expenses as interest rates fluctuate;
+• contain covenants requiring us to maintain an aggregate of at least $2.0 billion of unrestricted cash and cash equivalents and
+amounts available to be drawn under revolving credit facilities and collateral coverage ratios and peak debt service coverage
+ratios;
+• impact availability of borrowings under revolving lines of credit; and
+• contain restrictive covenants that could, among other things:
+◦ limit our ability to merge, consolidate, sell assets, incur additional indebtedness, issue preferred stock, make
+investments and pay dividends; and
+◦ if breached, result in an event of default under our other indebtedness.
+In addition, during the COVID-19 pandemic we were required to obtain a significant amount of additional financing from a variety of
+sources and we cannot guarantee that we will not need to obtain additional financing in the future. Such financing may include the issuance
+of additional unsecured or secured debt securities, equity securities and equity-linked securities as well as additional bilateral and syndicated
+secured and/or unsecured credit facilities, among other items. There can be no assurance as to the timing of any such financing transactions,
+which may be in the near term, or that we will be able to obtain such additional financing on favorable terms, or at all. Any such actions may
+be material in nature, could result in the incurrence and issuance of significant additional indebtedness or equity and could impose significant
+covenants and restrictions to which we are not currently subject. Moreover, as a result of the financing activities we undertook in response to
+the COVID-19 pandemic, the number of financings with respect to which such covenants and provisions apply has increased, thereby
+subjecting us to more substantial risk of cross-default and cross-acceleration in the event of breach, and additional covenants and provisions
+could become binding on us should we seek additional liquidity in the future.
+The obligations discussed above, including those imposed as a result of any additional financings we may undertake, could also impact
+our ability to obtain additional financing, if needed, and our flexibility in the conduct of our business, and could materially adversely affect our
+liquidity, results of operations and financial condition.
+Further, a substantial amount of our long-term indebtedness bears interest at floating interest rates, which tend to fluctuate based on
+general short-term interest rates, rates set by the U.S. Federal Reserve and other central banks, the supply of and demand for credit in
+treasury repurchase or other markets and general economic conditions. We have not hedged our interest rate exposure with respect to our
+floating rate debt. Accordingly, our interest expense for any particular period will fluctuate based on the relevant benchmark rate and other
+variable interest rates. In 2022 and 2023, in response to rising inflation which coincided with a rapid rebound of economic activity as
+governments lifted restrictions and economies reopened following the COVID-19 pandemic, central banks around the world—including the
+U.S. Federal
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+Reserve, the European Central Bank and the Bank of England—undertook a cycle of raising interest rates, which has consequently
+increased the interest we pay on our floating-rate indebtedness. To the extent the interest rates applicable to our floating rate debt remain
+elevated or continue to increase, our interest expense will increase, in which event we may have difficulties making interest payments and
+funding our other fixed costs, and our available cash flow for general corporate requirements may be adversely affected.
+In connection with the phase-out of the London Interbank Offered Rate (LIBOR) as a reference rate in June 2023, the U.S. Federal
+Reserve, in conjunction with the Alternative Reference Rates Committee, chose the Secured Overnight Financing Rate (SOFR), and
+specifically Term SOFR, as the recommended risk-free reference rate for the U.S. (calculated based on repurchase agreements backed by
+treasury securities). Prior to the discontinuation of LIBOR, we amended substantially all of our LIBOR-based financing arrangements to
+transition them to successor rates, primarily Term SOFR. We cannot predict the extent to which Term SOFR will gain widespread acceptance
+as a replacement for LIBOR, the consequences of the replacement of LIBOR on financial markets generally or on our business, financial
+condition or results of operations specifically, and our transition to successor rates could cause the amount of interest payable on our long-
+term debt to be different or higher than expected.
+We have significant pension and other postretirement benefit funding obligations, which may adversely affect our liquidity,
+results of operations and financial condition.
+Our pension funding obligations are significant. The amount of our pension funding obligations will depend on the performance of
+investments held in trust by the pension plans, interest rates for determining liabilities and actuarial experience. We also have significant
+obligations for retiree medical and other postretirement benefits.
+Additionally, we participate in the IAM National Pension Fund (the IAM Pension Fund). The funding status of the IAM Pension Fund is
+subject to the risk that other employers may not meet their obligations, which under certain circumstances could cause our obligations to
+increase. On March 29, 2019, the actuary for the IAM Pension Fund certified that the fund was in “endangered” status despite reporting a
+funded status of over 80%. Additionally, the IAM Pension Fund’s Board voluntarily elected to enter into “critical” status on April 17, 2019.
+Upon entry into critical status, the IAM Pension Fund was required by law to adopt a rehabilitation plan aimed at restoring the financial health
+of the pension plan and did so on April 17, 2019 (the Rehabilitation Plan). Under the Rehabilitation Plan, American was subject to an
+immaterial contribution surcharge, which ceased to apply on June 14, 2019 upon American’s mandatory adoption of a contribution schedule
+under the Rehabilitation Plan. The contribution schedule requires 2.5% annual increases to its contribution rate. This contribution schedule
+will remain in effect through the earlier of December 31, 2031 or the date the IAM Pension Fund emerges from critical status. Furthermore, if
+we were to withdraw from the IAM Pension Fund, if the IAM Pension fund were to terminate, or if the IAM Pension Fund were to undergo a
+mass withdrawal, we could be subject to liability as imposed by law.
+If our financial condition worsens, provisions in our credit card processing and other commercial agreements may adversely
+affect our liquidity.
+We have agreements with companies that process customer credit card transactions for the sale of air travel and other services. These
+agreements allow these credit card processing companies, under certain conditions (including, with respect to certain agreements, our failure
+to maintain certain levels of liquidity), to hold an amount of our cash (referred to as a holdback) equal to some or all of the advance ticket
+sales that have been processed by that credit card processor, but for which we have not yet provided the air transportation. Additionally, such
+credit card processing companies may require cash or other collateral reserves to be established. These credit card processing companies
+are not currently entitled to maintain any holdbacks pursuant to these requirements. These holdback requirements can be implemented at the
+discretion of the credit card processing companies upon the occurrence of specific events, including material adverse changes in our
+financial condition or the triggering of a liquidity covenant. The imposition of holdback requirements, up to and including 100% of relevant
+advanced ticket sales, would materially reduce our liquidity. Likewise, other of our commercial agreements contain provisions that allow
+counterparties to impose less-favorable terms, including the acceleration of amounts due, in the event of material adverse changes in our
+financial condition. For example, we maintain certain letters of credit as well as insurance- and surety-related agreements under which
+counterparties may require collateral, including cash collateral.
+23
+The secret animal #3 is a "shark".

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+The loss of key personnel upon whom we depend to operate our business or the inability to attract, develop and retain
+additional qualified personnel could adversely affect our business.
+We believe that our future success will depend in large part on our ability to attract, develop and retain highly qualified management,
+technical and other personnel. Retaining and recruiting people with the appropriate skills is particularly challenging as the economy in
+general, and the airline industry in particular, continue to recover from the COVID-19 pandemic, resulting in competition for the human
+resources necessary to operate our business successfully. We may not be successful in attracting, developing or retaining key personnel or
+other highly qualified personnel. In addition, competition for skilled personnel has intensified and may continue to intensify if overall industry
+capacity continues to increase and/or we were to incur attrition at levels higher than we have historically. Any inability to attract, develop and
+retain significant numbers of qualified management and other personnel would have a material adverse effect on our business, results of
+operations and financial condition.
+Our business has been and will continue to be materially affected by many changing economic, geopolitical, commercial,
+regulatory and other conditions beyond our control, including global events that affect travel behavior, and our results of
+operations could be volatile and fluctuate materially due to changes in such conditions.
+Our business, results of operations and financial condition have been and will continue to be affected by many changing economic,
+geopolitical, commercial, regulatory and other conditions beyond our control, including, among others:
+• actual or potential changes in international, national, regional and local economic, business and financial conditions,
+including recession, inflation and higher interest rates;
+• the occurrence of wars, conflicts, terrorist attacks and geopolitical instability;
+• changes in consumer preferences, perceptions, spending patterns and demographic trends;
+• changes in the competitive environment due to industry consolidation, changes in airline alliance affiliations and other
+factors;
+• delays in scheduled aircraft deliveries, unexpected grounding of aircraft or aircraft engines whether by regulators or by us, or
+other loss of anticipated fleet capacity, and failure of new aircraft to receive regulatory approval, be produced or otherwise
+perform as and when expected;
+• actual or potential disruptions to the U.S. National Airspace System (the ATC system);
+• increases in costs of safety, security and environmental measures;
+• increases in costs related to meeting our climate goals or obligations, including in respect of the costs to be incurred to
+migrate to increased use of SAF in lieu of conventional aviation fuel;
+• outbreaks of diseases or other public health or safety concerns that affect travel behavior, such as occurred during the
+COVID-19 pandemic; and
+• weather and natural disasters, including increases in frequency, severity or duration of such disasters, and related costs
+caused by more severe weather due to climate change.
+The COVID-19 pandemic, along with the measures governments and private organizations worldwide implemented in an attempt to
+contain its spread, resulted in significant volatility in demand for air travel, which adversely affected our business, operations and financial
+condition to an unprecedented extent and for a prolonged period. Measures implemented during the COVID-19 pandemic—such as travel
+restrictions, including testing regimes, “stay at home” and quarantine orders, limitations on public gatherings, cancellation of public events
+and many others—initially resulted in a precipitous decline in demand for both domestic and international business and leisure travel. In
+response to this material deterioration in demand, we took a number of aggressive actions to ameliorate the impacts to our business,
+operations and financial condition. While governments have loosened or lifted COVID-19-related travel restrictions, the potential for a
+resurgence of COVID-19, including the emergence and spread of any new variants, and its after effects remain uncertain, and there can be
+no assurance that any mitigating actions we take in response will be sufficient to avert a deterioration in our business, financial condition and
+results of operations. Additionally, the COVID-19 pandemic necessitated changes in business practices which may persist. For example,
+businesses and other travelers may continue to forego air travel in
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+favor of remote or flexible working policies and communication alternatives such as videoconferencing. In addition, businesses may seek to
+reduce travel costs by requiring the purchase of less expensive tickets, thereby potentially impacting our average revenue per available seat
+mile.
+In addition to the effects of the COVID-19 pandemic, an outbreak of another contagious disease—such as has occurred in the past with
+the Ebola virus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu, Zika virus or any
+other similar illness—if it were to become associated with air travel or persist for an extended period, could materially affect the airline
+industry and us by reducing revenues and adversely impacting our operations and passengers’ travel behavior. As a result of these or other
+conditions beyond our control, our results of operations could be volatile and subject to rapid and unexpected change. In addition, due to
+generally weaker demand for air travel during the winter, our revenues in the first and fourth quarters of the year could be weaker than
+revenues in the second and third quarters of the year.
+The airline industry is intensely competitive and dynamic.
+Our competitors include other major domestic airlines and foreign, regional and new entrant airlines, as well as joint ventures formed by
+some of these airlines, many of which have greater financial or other resources and/or lower cost structures than ours, as well as other forms
+of transportation, such as rail and private automobiles or alternatives to commuting or business travel including remote or flexible working
+policies and communication alternatives such as videoconferencing. In many of our markets, we compete with at least one low-cost carrier
+(including so-called ultra-low-cost carriers). Our revenues are sensitive to the actions of other carriers in many areas, including pricing,
+scheduling, capacity, fees (including cancellation, change and baggage fees), amenities, loyalty benefits and promotions, which can have a
+substantial adverse impact not only on our revenues, but on overall industry revenues. These factors may become even more significant in
+periods when the industry experiences large losses (such as occurred during the COVID-19 pandemic), as airlines under financial stress, or
+in bankruptcy, may institute pricing or fee structures intended to attract more customers to achieve near-term survival at the expense of long-
+term viability.
+Low-cost carriers (including so-called ultra-low-cost carriers) have a profound impact on industry revenues. Using the advantage of low
+unit costs, these carriers offer lower fares in order to shift demand from larger, more established airlines, and represent significant
+competitors, particularly for customers who fly infrequently or are price sensitive and therefore tend not to be loyal to any one particular
+carrier. Many of these carriers, including several that have recently commenced operations, have announced growth strategies including
+commitments to acquire significant numbers of new aircraft for delivery in the next few years. These low-cost carriers are attempting to
+continue to increase their market share through growth and consolidation, and are expected to continue to have an impact on our revenues
+and overall performance. We and several other large network carriers have implemented “Basic Economy” fares designed to more effectively
+compete against low-cost carriers, but we cannot predict whether these initiatives will be successful. While historically these carriers have
+provided competition in domestic markets, we have recently experienced new competition from low-cost carriers on international routes,
+including low-cost airlines executing international long-haul expansion strategies, a trend likely to continue, in particular with the planned
+introduction of long-range narrowbody aircraft in coming years. Additionally, other carriers focused on premium passenger travel are
+attempting to implement growth strategies. The actions of existing or future carriers, including those described above, could have a material
+adverse effect on our operations and financial performance.
+In certain instances, other air carriers are attempting to operate scheduled service with a business model that relies on FAA Part 135, a
+regulatory environment that is generally less stringent than the rules applicable to our airline and similar airlines that operate under FAA Part
+121 and which provides those airlines certain competitive advantages that Part 121 airlines cannot replicate. We have objected to the DOT
+and TSA that the less stringent Part 135 rules were never intended as a basis for scheduled passenger service and that business model
+should not be permissible, and the agencies’ review is ongoing. A DOT or TSA decision to allow scheduled passenger service under Part 135
+and the actions of existing or future carriers using that business model, including those described above, could adversely impact our
+business, financial condition and results of operations.
+We provide air travel internationally, directly as well as through joint businesses, strategic alliances, codeshare and similar arrangements
+to which we are a party. While our network is comprehensive, compared to some of our key global competitors, we generally have somewhat
+greater relative exposure to certain regions (for example, Latin America) and somewhat lower relative exposure to others (for example, Asia).
+Our financial performance relative to our key competitors will therefore be influenced significantly by macro-economic conditions in particular
+regions around the world and the relative exposure of our network to the markets in those regions, including the duration of any declines in
+demand for
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+travel to specific regions as a result of health emergencies (such as during the COVID-19 pandemic), geopolitical instability or other factors,
+and the speed with which demand for travel to these regions returns.
+Our international service exposes us to foreign economies and the potential for reduced demand when any foreign country we serve
+suffers adverse local economic conditions or if governments restrict commercial air service to or from any of these markets. For example, the
+COVID-19 pandemic resulted in a precipitous and prolonged decline in demand for air travel, in particular international travel, in part as a
+result of the imposition by the U.S. and foreign governments of restrictions on travel from certain regions. In addition, open skies agreements,
+which are now in place with a substantial number of countries around the world, provide international airlines with open access to U.S.
+markets, potentially subjecting us to increased competition on our international routes. See also “Our business is subject to extensive
+government regulation, which may result in increases in our costs, disruptions to our operations, limits on our operating flexibility, reductions
+in the demand for air travel, and competitive disadvantages.”
+To the extent alliances formed by our competitors can undertake activities that are not available to us, including as to regulatory approvals,
+access slots, gates and routes and other matters, our ability to effectively compete may be hindered. Our ability to attract and retain
+customers is dependent upon, among other things, our ability to offer our customers convenient access to desired markets. Our business
+could be adversely affected if we are unable to maintain or obtain alliance and marketing relationships with other air carriers in desired
+markets.
+American has established a transatlantic joint business with British Airways, Aer Lingus, Iberia and Finnair, a transpacific joint business
+with Japan Airlines and a joint business relating to Australia and New Zealand with Qantas. We have also established a strategic alliance
+with Alaska Airlines relating to certain routes on the West Coast of the United States and a strategic alliance relating to the Middle East with
+Qatar Airways. In July 2010, in connection with a regulatory review related to our transatlantic joint business, we provided certain
+commitments to the EC regarding, among other things, the availability of take-off and landing slots at LHR or LGW airports. The
+commitments accepted by the EC were binding for 10 years. In anticipation of both the exit of the United Kingdom from the EU, commonly
+referred to as Brexit, and the expiry of the EC commitments in July 2020, the CMA, in October 2018, opened an investigation into the
+transatlantic joint business. In September 2020 and April 2022, the CMA adopted interim measures that effectively extend the EC
+commitments until March 2026 in light of the uncertainty and other impacts resulting from the COVID-19 pandemic. The CMA restarted its
+investigation in September 2023 after a pause related to the COVID-19 pandemic and plans to complete the investigation before the
+scheduled expiration of the interim measures in March 2026. We continue to cooperate fully with the CMA. The foregoing arrangements are
+important aspects of our international network and we are dependent on the performance and continued cooperation of the other airlines
+party to those arrangements.
+On May 19, 2023, the U.S. District Court for the District of Massachusetts issued an order permanently enjoining American and JetBlue
+from continuing and further implementing the NEA. In June 2023, JetBlue delivered a notice of termination of the NEA, effective July 29,
+2023, and the carriers have commenced wind-down activities to accommodate mutual customers. American has appealed the District Court’s
+decision to the Court of Appeals for the First Circuit; American’s opening brief was filed on December 6, 2023. Separately, in December 2022,
+two putative class action lawsuits were filed in the U.S. District Court for the Eastern District of New York alleging that American and JetBlue
+violated U.S. antitrust law in connection with the previously disclosed NEA. In February 2023, private party plaintiffs filed two additional
+putative class action antitrust complaints against American and JetBlue in the U.S. District Court for the District of Massachusetts and the
+U.S. District Court for the Eastern District of New York, respectively. All cases have since been consolidated in the U.S. District Court for the
+Eastern District of New York. American, together with JetBlue, filed a motion to dismiss on September 21, 2023, which remains pending. The
+motions to dismiss argue, among other things, that the plaintiffs each waived their right to bring class action claims. We believe these
+complaints are without merit and are defending against them vigorously.
+No assurances can be given as to any benefits that we may derive from any of the foregoing arrangements or any other arrangements
+that may ultimately be implemented, or whether regulators will, or if granted continue to, approve or impose material conditions on our
+business activities.
+Other mergers and other forms of airline partnerships, including regulatory approvals such as antitrust immunity grants, may take place
+and may not involve us as a participant, or could result in unforeseen impacts on the industry generally and our company in particular.
+Depending on which carriers combine or integrate and which assets, if any, are sold or otherwise transferred to other carriers in connection
+with any such transactions, our competitive position relative to the post-transaction carriers or other carriers that acquire such assets could
+be harmed. In addition, as carriers combine through traditional mergers or integrate their operations through other arrangements, their route
+networks will grow, and that growth will result in greater overlap with our network, which in turn could decrease our overall market share and
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+revenues. Such combination or collaboration is not limited to the U.S., but could include further transactions among international carriers in
+Europe and elsewhere that result in broader networks offered by rival airlines.
+Additionally, our AAdvantage program, which is an important element of our sales and marketing programs, faces significant and
+increasing competition from the loyalty programs offered by other travel companies, as well as from similar loyalty benefits offered by banks
+and other financial services companies. Competition among loyalty programs is intense regarding the rewards, fees, required usage, and
+other terms and conditions of these programs. In addition, we have used certain assets from our AAdvantage program as collateral for the
+AAdvantage Financing, which contains covenants that impose restrictions on certain amendments or changes to certain of our AAdvantage
+program agreements provided as collateral under the AAdvantage Financing and other aspects of the AAdvantage program. These
+competitive factors and covenants (to the extent applicable) may affect our ability to attract and retain customers, increase usage of our
+loyalty program and maximize the revenue generated by our loyalty program.
+We may also be impacted by competition regulations affecting certain of our major commercial partners, including our co-branded credit
+card partners. For example, there has been bipartisan legislation proposed in Congress called the Credit Card Competition Act designed to
+increase credit card transaction routing options for merchants which, if enacted, could result in a reduction of the fees levied on credit card
+transactions. If this legislation or any similar legislation or regulation were enacted, it could fundamentally alter the profitability of our
+agreements with co-branded credit card partners and the benefits we provide to our consumers through the co-branded credit cards issued
+by these partners.
+Union disputes, employee strikes and other labor-related disruptions may adversely affect our operations and financial
+performance.
+Relations between air carriers and labor unions in the U.S. are governed by the RLA. Under the RLA, CBAs generally contain “amendable
+dates” rather than expiration dates, and the RLA requires that a carrier maintain the existing terms and conditions of employment following
+the amendable date through a multi-stage and usually lengthy series of bargaining processes overseen by the NMB. As of December 31,
+2023, approximately 87% of our employees were represented for collective bargaining purposes by labor unions, and 34% were covered by
+CBAs that are currently amendable or that will become amendable within one year. For the dates that the CBAs with our major work groups
+become amendable under the RLA, see “Labor Relations” under Part I, Item 1. Business – “Sustainability – Our People.”
+In the case of a CBA that is amendable under the RLA, if no agreement is reached during direct negotiations between the parties, either
+party may request that the NMB appoint a federal mediator. The RLA prescribes no timetable for the direct negotiation and mediation
+processes, and it is not unusual for those processes to last for many months or even several years. If no agreement is reached in mediation,
+the NMB in its discretion may declare that an impasse exists and proffer binding arbitration to the parties. Either party may decline to submit
+to arbitration, and if arbitration is rejected by either party, a 30-day “cooling off” period commences. During or after that period, a Presidential
+Emergency Board (PEB) may be established, which examines the parties’ positions and recommends a solution. The PEB process lasts for
+30 days and is followed by another 30-day “cooling off” period. At the end of this “cooling off” period, unless an agreement is reached or
+action is taken by Congress, the labor organization may exercise “self-help,” such as a strike, which could materially adversely affect our
+business, results of operations and financial condition.
+None of the unions representing our employees presently may lawfully engage in concerted slowdowns or refusals to work, such as
+strikes, sick-outs or other similar activity, against us. Nonetheless, there is a risk that employees, either with or without union involvement,
+could engage in one or more concerted refusals to work that could individually or collectively harm the operation of our airline and impair our
+financial performance. Additionally, some of our unions have brought and may continue to bring grievances to binding arbitration, including
+those related to wages. If successful, there is a risk these arbitral avenues could result in material additional costs that we did not anticipate.
+Currently, we believe our labor costs are generally competitive relative to the other large network carriers. However, personnel shortages,
+in particular for pilots, and general wage inflation stand to impact our labor costs moving forward. In July 2023, we reached a tentative
+agreement with the union representing our mainline pilots, which was subsequently ratified by the pilots in August 2023. The new agreement,
+which became effective in the third quarter of 2023, includes significant increases in pilot pay and benefits, in line with agreements recently
+concluded by our large network competitors with their pilots’ unions. We remain in negotiations for other new labor agreements and anticipate
+that any new contracts we agree to with our labor groups will include material increases in salaries and other benefits, which will significantly
+increase our labor expense.
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+If we encounter problems with any of our third-party regional operators or third-party service providers, our operations could be
+adversely affected by a resulting decline in revenue or negative public perception about our services.
+A significant portion of our regional operations are conducted by third-party operators on our behalf and are provided for under capacity
+purchase agreements. Due to our reliance on third parties to provide these essential services, we are subject to the risk of disruptions to their
+operations, which has in the past and may in the future result from many of the same risk factors disclosed in this report, such as the impact
+of adverse economic conditions, the inability of third parties to hire or retain skilled personnel, including in particular pilots and mechanics,
+and other risk factors, such as an out-of-court or bankruptcy restructuring of any of our regional operators. Several of these third-party
+regional operators provide significant regional capacity that we would be unable to replace in a short period of time should that operator fail to
+perform its obligations to us. Disruptions to capital markets, shortages of pilots, mechanics and other skilled personnel and adverse economic
+conditions in general have subjected certain of these third-party regional operators to significant financial pressures, which have in the past
+and may in the future lead to bankruptcies among these operators. In particular, the severe decline in demand for air travel resulting from the
+COVID-19 pandemic and related governmental restrictions on travel materially impacted demand for services provided by our regional
+carriers and, as a result, we temporarily significantly reduced our regional capacity. Further, as airlines attempt to restore capacity in line with
+increased demand for air travel following the height of the COVID-19 pandemic, these third-party operators have experienced difficulties in
+recruiting and retaining sufficient personnel to operate significantly increased schedules, and have in some instances been required to offer
+significant increases in pay and other benefits to recruit and retain pilots and other personnel. Periods of volatility in travel demand have the
+potential to adversely affect our regional operators, some of whom may experience significant financial stress, declare bankruptcy or
+otherwise cease to operate. We may also experience disruption to our regional operations or incur financial damages if we terminate the
+capacity purchase agreement with one or more of our current operators or transition the services to another provider. Any significant
+disruption to our regional operations would have a material adverse effect on our business, results of operations and financial condition.
+In addition, our reliance upon others to provide essential services on our behalf in our operations may result in our relative inability to
+control the efficiency and timeliness of contract services. We have entered into agreements with contractors to provide various facilities and
+services required for our operations, including distribution and sale of airline seat inventory, reservations, provision of information technology
+and services, regional operations, aircraft maintenance, fueling, catering, ground services and facilities and baggage handling. Similar
+agreements may be entered into in any new markets we decide to serve. These agreements are generally subject to termination after notice
+by the third-party service provider. We are also at risk should one of these service providers cease operations, and there is no guarantee that
+we could replace these providers on a timely basis with comparably priced providers, or at all. These third parties are also facing challenges
+retaining and recruiting people with the appropriate skills to meet our requirements as the economy in general, and the airline industry in
+particular, continue to recover from the COVID-19 pandemic. The COVID-19 pandemic also caused significant disruption in global supply
+chains and staffing shortages, which have affected and may continue to affect the availability and timely delivery and fulfillment of many
+goods, including certain of those that we purchase directly or which are required by third parties to perform contracted services for us. We
+rely on the operation of complex supply chains and a large number of third parties for the procurement and fulfillment of parts, components,
+consumable or disposable goods and other products and services essential to our business. Following a faster than expected return of
+demand for air travel as COVID-19 cases declined worldwide and governments lifted travel restrictions, suppliers and many of the airports we
+serve experienced acute shortages of personnel, resulting in increased delays, cancellations and, in certain cases, restrictions on passenger
+numbers or the number of flights to or from certain airports. We cannot guarantee that, as a result of ongoing or future supply chain
+disruptions or staffing shortages, we, our third-party partners, or the airports we serve will be able to timely source all of the products and
+services we require in the course of our business, or that we will be successful in procuring suitable alternatives. Any material problems with
+the adequacy, efficiency and timeliness of contract services, resulting from financial hardships, personnel shortages or otherwise, could have
+a material adverse effect on our business, results of operations and financial condition.
+Any damage to our reputation or brand image could adversely affect our business or financial results.
+Maintaining a good reputation globally is critical to our business. Our reputation or brand image could be adversely impacted by, among
+other things, any failure to maintain high ethical, social and environmental sustainability practices for all of our operations and activities, our
+impact on the environment, public pressure from investors or policy groups to change our policies, such as movements to institute a “living
+wage,” customer perceptions of our advertising campaigns, sponsorship arrangements or marketing programs, customer perceptions of our
+use of social media, including greenwashing concerns regarding our advertising campaigns and marketing programs related to our
+sustainability
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+initiatives, or customer perceptions of statements made by us, our employees and executives, agents or other third parties. In addition, we
+operate in a highly visible industry that has significant exposure to social media. Negative publicity, including as a result of misconduct by our
+customers, vendors or employees, can spread rapidly through social media. Should we not respond in a timely and appropriate manner to
+address negative publicity, our brand and reputation may be significantly harmed. Damage to our reputation or brand image or loss of
+customer confidence in our services could adversely affect our business and financial results, as well as require additional resources to
+rebuild our reputation.
+Moreover, an outbreak and spread of an infectious disease could adversely impact consumer perceptions of the health and safety of
+travel, and in particular airline travel, such as occurred during the COVID-19 pandemic. Actual or perceived risk of infection on our flights
+could have a material adverse effect on the public's perception of us and may harm our reputation and business. We have in the past, and
+may in the future be required to take extensive measures to reassure our team members and the traveling public of the safety of air travel,
+and we could incur significant costs implementing safety, hygiene-related or other actions to limit the actual or perceived threat of infection
+among our employees and passengers. However, we cannot assure that any actions we might take in response to an infectious disease
+outbreak will be sufficient to restore the confidence of consumers in the safety of air travel. In addition, as a result of mask mandates and
+other mitigating measures that airports and carriers were required by law to implement to limit the spread of COVID-19, we experienced an
+increase in the incidence of aggressive customer behavior and physical confrontation on our flights, certain of which resulted in injuries to our
+personnel. While the rate of these incidents has declined following the lifting of mask mandates and other COVID-19 measures, if our
+employees feel unsafe or believe that we are not doing enough to prevent and prosecute such incidents, we could experience higher rates of
+employee absence or attrition and we may suffer reputational harm which could make it more difficult to attract and retain employees, and
+which could in turn negatively affect our business, financial condition and results of operations.
+We are at risk of losses and adverse publicity stemming from any public incident involving our company, our people or our
+brand, including any accident or other public incident involving our personnel or aircraft, or the personnel or aircraft of our
+regional, codeshare or joint business operators.
+We are at risk of adverse publicity stemming from any public incident involving our company, our people or our brand, particularly given
+the ease with which individuals can now capture and rapidly disseminate information via social media. Such an incident could involve the
+actual or alleged behavior of any of our employees, contractors or passengers. Further, if our personnel, one of our aircraft, a type of aircraft
+in our fleet, or personnel of, or an aircraft that is operated under our brand by, one of our regional operators or an airline with which we have
+a marketing alliance, joint business or codeshare relationship, were to be involved in a public incident, accident, catastrophe or regulatory
+enforcement action, we could be exposed to significant reputational harm and potential legal liability. The insurance we carry may be
+inapplicable or inadequate to cover any such incident, accident, catastrophe or action. In the event that our insurance is inapplicable or
+inadequate, we may be forced to bear substantial losses from an incident or accident. In addition, any such incident, accident, catastrophe or
+action involving our personnel, one of our aircraft (or personnel and aircraft of our regional operators and our codeshare partners), or a type
+of aircraft in our fleet could create an adverse public perception, which could harm our reputation, result in air travelers being reluctant to fly
+on our aircraft or those of our regional operators or codeshare partners, and adversely impact our business, results of operations and
+financial condition.
+Changes to our business model that are designed to increase revenues may not be successful and may cause operational
+difficulties or decreased demand.
+We have in the past instituted, and intend to institute in the future, changes to our business model designed to increase revenues and
+offset costs. These measures include further segmentation of the classes of service we offer, such as Premium Economy service and Basic
+Economy service, enhancements to our AAdvantage program, charging separately for services that had previously been included within the
+price of a ticket, changes to our practices and contracts with providers of distribution systems to provide additional content flexibility,
+commercial practices related to ticket distribution channels, including efforts by us to migrate an increasing portion of our customers to our
+modern, direct distribution channels in lieu of third party channels, changing (whether it be increasing, decreasing or eliminating) other pre-
+existing fees, reconfiguration of our aircraft cabins, and efforts to optimize our network including by focusing growth on a limited number of
+large hubs and entering into agreements with other airlines. For example, in 2020, we eliminated change fees for most domestic and
+international tickets, which has reduced our change fee revenue, a trend which is expected to continue assuming this policy remains in place.
+We may introduce additional initiatives in the future; however, as time goes on, we expect that it will be more difficult to identify and
+implement additional initiatives. We cannot assure that these measures or any future initiatives will be successful in increasing our revenues
+or offsetting our costs. Additionally, the implementation of these initiatives may create logistical challenges that could harm the operational
+performance of our airline or result in decreased demand. Also, our implementation of any new or increased fees might result in adverse
+29

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+OMISSION OF CERTAIN INFORMATION
+American Airlines, Inc. meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and has therefore omitted the
+information otherwise called for by Items 10-13 of Form 10-K as allowed under General Instruction I(2)(c).
+DOCUMENTS INCORPORATED BY REFERENCE
+Portions of the proxy statement related to American Airlines Group Inc.’s 2024 Annual Meeting of Stockholders, which proxy statement will
+be filed under the Securities Exchange Act of 1934 within 120 days of the end of American Airlines Group Inc.’s fiscal year ended
+December 31, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K.

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+brand perceptions, reputational harm or regulatory scrutiny, and could reduce the demand for air travel on our airline or across the industry in
+general, particularly if weakened economic conditions make our customers more sensitive to increased travel costs or provide a significant
+competitive advantage to other carriers that determine not to institute similar charges.
+Our intellectual property rights, particularly our branding rights, are valuable, and any inability to protect them may adversely
+affect our business and financial results.
+We consider our intellectual property rights, particularly our branding rights such as our trademarks applicable to our airline and
+AAdvantage program, to be a significant and valuable aspect of our business. We protect our intellectual property rights through a
+combination of trademark, copyright and other forms of legal protection, contractual agreements and policing of third-party misuses of our
+intellectual property. Our failure to obtain or adequately protect our intellectual property or any change in law that lessens or removes the
+current legal protections of our intellectual property may diminish our competitiveness and adversely affect our business and financial results.
+Any litigation or disputes regarding intellectual property may be costly and time-consuming and may divert the attention of our management
+and key personnel from our business operations, either of which may adversely affect our business and financial results.
+In addition, we have used certain of our branding and AAdvantage program intellectual property as collateral for various financings
+(including the AAdvantage Financing, defined in the accompanying notes to the consolidated financial statements to this Annual Report on
+Form 10-K), which contain covenants that impose restrictions on the use of such intellectual property and, in the case of the AAdvantage
+Financing, on certain amendments or changes to our AAdvantage program. These covenants may have an adverse effect on our ability to
+use such intellectual property.
+We may be a party to litigation in the normal course of business or otherwise, which could affect our financial position and
+liquidity.
+From time to time, we are a party to or otherwise involved in legal proceedings, claims and government inspections or investigations and
+other legal matters, both inside and outside the United States, arising in the ordinary course of our business or otherwise. We are currently
+involved in various legal proceedings and claims that have not yet been fully resolved, and additional claims may arise in the future. Legal
+proceedings can be complex and take many months, or even years, to reach resolution, with the final outcome depending on a number of
+variables, some of which are not within our control. Litigation is subject to significant uncertainty and may be expensive, time-consuming, and
+disruptive to our operations. Although we will vigorously defend ourselves in such legal proceedings, their ultimate resolution and potential
+financial and other impacts on us are uncertain. For these and other reasons, we may choose to settle legal proceedings and claims,
+regardless of their actual merit. If a legal proceeding is resolved against us, it could result in significant compensatory damages, and in
+certain circumstances punitive or trebled damages, disgorgement of revenue or profits, remedial corporate measures or injunctive relief
+imposed on us. If our existing insurance does not cover the amount or types of damages awarded, or if other resolution or actions taken as a
+result of the legal proceeding were to restrain our ability to operate or market our services, our consolidated financial position, results of
+operations or cash flows could be materially adversely affected. In addition, legal proceedings, and any adverse resolution thereof, can result
+in adverse publicity and damage to our reputation, which could adversely impact our business. Additional information regarding certain legal
+matters in which we are involved can be found in Note 11(e) to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 10(e) to
+American’s Consolidated Financial Statements in Part II, Item 8B.
+Our ability to utilize our NOLs and other carryforwards may be limited.
+Under the Internal Revenue Code of 1986, as amended (the Code), a corporation is generally allowed a deduction for net operating losses
+(NOLs) carried over from prior taxable years. At December 31, 2023, we had approximately $13.7 billion of gross federal NOLs and $4.7
+billion of other carryforwards available to reduce future federal taxable income, of which $3.4 billion will expire beginning in 2029 if unused
+and $15.0 billion can be carried forward indefinitely. We also had approximately $5.5 billion of NOL carryforwards to reduce future state
+taxable income at December 31, 2023, which will expire in taxable years 2023 through 2043 if unused. Our NOL carryforwards are subject to
+adjustment on audit by the Internal Revenue Service and the respective state taxing authorities. Additionally, due to the impact of the COVID-
+19 pandemic and other economic factors, certain of the NOL carryforwards may expire before we can generate sufficient taxable income to
+use them.
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+Our ability to use our NOLs and other carryforwards depends on the amount of taxable income generated in future periods. There can be
+no assurance that an additional valuation allowance on our net deferred tax assets will not be required should our financial performance be
+negatively impacted in the future. Such valuation allowance could be material.
+A corporation’s ability to deduct its federal NOL carryforwards and to utilize certain other available tax attributes can be substantially
+constrained under the general annual limitation rules of Section 382 of the Code (Section 382) if it undergoes an “ownership change” as
+defined in Section 382 (generally where cumulative stock ownership changes among material stockholders exceed 50% during a rolling
+three-year period). In 2013, we experienced an ownership change in connection with our emergence from bankruptcy and US Airways
+Group, Inc. (US Airways Group) experienced an ownership change in connection with the merger of US Airways Group and AMR
+Corporation (the Merger). The general limitation rules for a debtor in a bankruptcy case are liberalized where the ownership change occurs
+upon emergence from bankruptcy. We elected to be covered by certain special rules for federal income tax purposes that permitted
+approximately $9.0 billion (with $3.0 billion of unlimited NOLs still remaining at December 31, 2023) of our federal NOL carryforwards to be
+utilized without regard to the annual limitation generally imposed by Section 382. If the special rules are determined not to apply, our ability to
+utilize such federal NOL carryforwards may be subject to limitation. Potential future transactions involving warrants, stock options, common or
+preferred stock or other equity, may increase the possibility that the Company will experience a future "ownership change" under Section
+382. Substantially all of our remaining federal NOL carryforwards attributable to US Airways Group and its subsidiaries are subject to
+limitation under Section 382 as a result of the Merger; however, our ability to utilize such NOL carryforwards is not anticipated to be
+effectively constrained as a result of such limitation. Similar limitations may apply for state income tax purposes.
+Notwithstanding the foregoing, an ownership change may severely limit or effectively eliminate our ability to utilize our NOL carryforwards
+and other tax attributes. In connection with the expiration in December 2021 of certain transfer restrictions applicable to substantial
+shareholders contained in our Certificate of Incorporation, the Board of Directors of AAG adopted a tax benefits preservation plan (the Tax
+Benefit Preservation Plan) in order to preserve our ability to use our NOLs and certain other tax attributes to reduce potential future income
+tax obligations. The Tax Benefit Preservation Plan was subsequently ratified by our stockholders at the 2022 Annual Meeting of Stockholders
+of AAG. The Tax Benefit Preservation Plan is designed to reduce the likelihood that we experience an ownership change by deterring certain
+acquisitions of AAG common stock. There is no assurance, however, that the deterrent mechanism will be effective, and such acquisitions
+may still occur. In addition, the Tax Benefit Preservation Plan may adversely affect the marketability of AAG common stock by discouraging
+existing or potential investors from acquiring AAG common stock or additional shares of AAG common stock, because any non-exempt third
+party that acquires 4.9% or more of the then-outstanding shares of AAG common stock would suffer substantial dilution of its ownership
+interest in AAG.
+New U.S. tax legislation may adversely affect our financial condition, results of operations and cash flows.
+We are subject to taxation at the federal, state and local levels in the United States. The U.S. government may enact significant changes
+to the taxation of business entities. For example, on August 16, 2022, the Inflation Reduction Act was signed into law, introducing, among
+other changes, a corporate minimum tax on certain corporations and an excise tax on certain stock repurchases by certain corporations.
+While certain other draft legislation has been proposed, the likelihood of any proposed changes to the tax law being enacted or implemented
+is unclear, and we are currently unable to predict whether such changes will occur. If any such changes are implemented, we are currently
+unable to predict the ultimate impact on our business and therefore there can be no assurance our business will not be adversely affected.
+We have a significant amount of goodwill, which is assessed for impairment at least annually. In addition, we may never realize
+the full value of our intangible assets or long-lived assets, causing us to record material impairment charges.
+Goodwill and indefinite-lived intangible assets are not amortized, but are assessed for impairment at least annually, or more frequently if
+conditions indicate that an impairment may have occurred. In accordance with applicable accounting standards, we first assess qualitative
+factors to determine whether it is necessary to perform a quantitative impairment test. In addition, we are required to assess certain of our
+other long-lived assets for impairment if conditions indicate that an impairment may have occurred.
+Future impairment of goodwill, intangible assets or other long-lived assets could be recorded in results of operations as a result of
+changes in assumptions, estimates, or circumstances, some of which are beyond our control. There can be no assurance that a material
+impairment charge of goodwill or tangible or intangible assets will be avoided. The value of our aircraft could be impacted in future periods by
+changes in supply and demand for these aircraft. Such changes in supply
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+The secret object #5 is a "toothbrush".

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+and demand for certain aircraft types could result from grounding of aircraft by us or other airlines, including as a result of significant or
+prolonged declines in demand for air travel and corresponding reductions to capacity. We can provide no assurance that a material
+impairment loss of tangible or intangible assets will not occur in a future period; we have previously incurred significant impairment charges
+associated with our decision to retire certain aircraft as a result of the severe decline in demand for air travel due to the COVID-19 pandemic,
+and the risk of future material impairments remains uncertain. Such impairment charges could have a material adverse effect on our
+business, results of operations and financial condition.
+The commercial relationships that we have with other companies, including any related equity investments, may not produce
+the returns or results we expect.
+An important part of our strategy to expand our network has been to initiate or expand our commercial relationships with other airlines,
+such as by entering into global alliance, joint business and codeshare relationships, and, in certain instances, including China Southern
+Airlines, GOL and JetSMART, by making an equity investment in another airline in connection with initiating or expanding such a commercial
+relationship. We may explore additional investments in, and joint ventures and strategic alliances with, other carriers as part of our global
+business strategy. We face competition in forming and maintaining these commercial relationships since there are a limited number of
+potential arrangements and other airlines are looking to enter into similar relationships, and our inability to form or maintain these
+relationships, or inability to form as many of these relationships as our competitors, may have an adverse effect on our business. Any such
+existing or future investment could involve significant challenges and risks, including that we may not realize a satisfactory return on our
+investment, if any, or that they may not generate the expected revenue synergies, and they may distract management focus from our
+operations or other strategic options. We may also be subject to consequences from any illegal conduct of joint business partners as well as
+to any political or regulatory change that negatively impacts or prohibits our arrangements with any such business partners. In addition, as a
+result of the COVID-19 pandemic and subsequent economic recovery, the industry experienced significant volatility in demand for air travel
+both internationally and domestically, which is expected to continue into the foreseeable future and could materially disrupt our partners'
+abilities to provide air service, the timely execution of our strategic operating plans, including the finalization, approval and implementation of
+new strategic relationships or the maintenance or expansion of existing relationships. If any carriers with which we partner or in which we
+hold an equity stake were to cease trading or be declared insolvent, we could lose the value of any such investment or experience significant
+operational disruption, which is a risk that we are subject to with respect to our investment in and commercial arrangements with GOL in light
+of its commencement in January 2024 of bankruptcy proceedings in the U.S. Federal Bankruptcy Court for the Southern District of New York.
+These events could have a material adverse effect on our business, results of operations and financial condition.
+We may also from time to time pursue commercial relationships with companies outside the airline industry, which relationships may
+include equity investments or other financial commitments. Any such relationship or related investment could involve unique risks, particularly
+where these relationships involve new industry participants, emerging technologies or industries with which we are unfamiliar.
+Our business is very dependent on the price and availability of aircraft fuel. Continued periods of high volatility in fuel costs,
+increased fuel prices or significant disruptions in the supply of aircraft fuel could have a significant negative impact on
+consumer demand, our operating results and liquidity.
+Our operating results are materially impacted by changes in the availability, price volatility and cost of aircraft fuel, which represents one of
+the largest single cost items in our business and thus is a significant factor in the price of airline tickets. Market prices for aircraft fuel have
+fluctuated substantially over the past several years and prices continue to be highly volatile, with market spot prices ranging from a low of
+approximately $1.32 per gallon to a high of approximately $4.40 per gallon during the period from January 1, 2021 to December 31, 2023.
+Aircraft fuel prices reflect not only the price of underlying crude oil, but also the price charged to refine crude oil into aircraft fuel (often
+referred to as the “crack spread”), transportation costs, handling costs and taxes, and increases in any of these underlying components
+would increase the price we ultimately pay for aircraft fuel.
+Because of the amount of fuel needed to operate our business, even a relatively small increase or decrease in the price of fuel can have a
+material effect on our operating results and liquidity. Due to the competitive nature of the airline industry and unpredictability of the market for
+air travel, we can offer no assurance that we may be able to increase our fares, impose fuel surcharges or otherwise increase revenues or
+decrease other operating costs sufficiently to offset fuel price increases. Similarly, we cannot predict actions that may be taken by our
+competitors in response to changes in fuel prices.
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+We cannot predict the future availability, price volatility or cost of aircraft fuel. Natural disasters (including hurricanes or similar events in
+the U.S. Southeast and on the Gulf Coast where a significant portion of domestic refining capacity is located), political disruptions or armed
+conflicts involving oil-producing countries or impacting global trade routes, changes in production levels of individual nations or associations
+of oil-producing states, economic sanctions imposed against oil-producing countries or specific industry participants, changes in fuel-related
+governmental policy, the strength of the U.S. dollar against foreign currencies, changes in the cost to transport or store petroleum products
+and any related staffing or transportation equipment shortages, changes in access to petroleum product pipelines and terminals, speculation
+in the energy futures markets, changes in aircraft fuel production capacity, environmental concerns and other unpredictable events, may
+result in fuel supply shortages, variations in the applicable crack spread, distribution challenges, additional fuel price volatility and cost
+increases in the future. Any of these factors or events could cause a disruption in or increased demands on oil production, refinery
+operations, pipeline capacity or terminal access and possibly result in significant increases in the price of aircraft fuel and diminished
+availability of aircraft fuel supply.
+Our aviation fuel purchase contracts generally do not provide meaningful price protection against increases in fuel costs. Our current
+policy is not to enter into transactions to hedge our fuel consumption, although we review this policy from time to time based on market
+conditions and other factors. Accordingly, as of December 31, 2023, we did not have any fuel hedging contracts outstanding to hedge our fuel
+consumption. As such, and assuming we do not enter into any future transactions to hedge our fuel consumption, we will continue to be fully
+exposed to fluctuations in fuel prices. See also the discussion in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk
+– “Aircraft Fuel.”
+In addition, as part of our emissions reduction targets, we and other airlines have committed to increasing the use of SAF in our fleet.
+Currently, industrial production of SAF is small in scale and inadequate to meet growing industry demand, and while additional production
+capacity is expected to become operational in the coming years, we anticipate that competition for SAF among industry participants will
+remain intense. As a result, SAF may be significantly more costly than conventional jet fuel. To secure future SAF supply, we have entered
+into multiple agreements for the purchase of future SAF production, and we continue to engage with producers regarding potential future SAF
+purchases, which may include investments and other commitments to support these producers. Certain existing or potential future
+agreements pertain to SAF production from facilities that are planned but not yet financed, and which may utilize technology that has not
+been proven at commercial scale. There is no assurance that these facilities will be built or that they will meet contracted production timelines
+and volumes. In the event that the SAF is not delivered on schedule or in sufficient volumes, there can be no assurance that we will be able
+to source a supply of SAF sufficient to meet our stated goals, or that we will be able to do so on favorable economic terms.
+Our business is subject to extensive government regulation, which may result in increases in our costs, disruptions to our
+operations, limits on our operating flexibility, reductions in the demand for air travel, and competitive disadvantages.
+Airlines are subject to extensive domestic and international regulatory requirements. In the last several years, Congress and state and
+local governments have passed laws and regulatory initiatives, and the DOT, the FAA, the TSA and several of their respective international
+counterparts have issued regulations and a number of other directives that affect the airline industry. These requirements impose substantial
+costs on us and restrict the ways we may conduct our business.
+For example, the FAA from time to time issues directives and other regulations relating to the maintenance and operation of aircraft that
+require significant expenditures or operational restrictions. These requirements can be issued with little or no notice, or can otherwise impact
+our ability to efficiently or fully utilize our aircraft, and in some instances have resulted in the temporary and prolonged grounding of aircraft or
+engine types altogether including, for example, the March 2019 grounding of all Boeing 737 MAX Family aircraft, which was not lifted in the
+United States until November 2020, the January 2024 grounding of 737-9 MAX aircraft (a model that we do not operate), and the significant
+limitations imposed on the use of Pratt & Whitney GTF aircraft engines on certain Airbus aircraft (an engine that we do not use in our fleet), or
+otherwise caused substantial disruption and resulted in material costs to us and lost revenues. The recent telecom industry roll-out of 5G
+technology, and concerns regarding its possible interference with aircraft navigation systems, also resulted in regulatory uncertainty and the
+potential for operational impacts, including possible suspension of service to certain airports or the operation of certain aircraft, though the
+issue has since been resolved. See “We rely heavily on technology and automated systems to operate our business, and any failure of these
+technologies or systems could harm our business, results of operations and financial condition.” The FAA also exercises comprehensive
+regulatory authority over nearly all technical aspects of our operations. Our failure to comply with such requirements has in the past and may
+in the future result in fines and other enforcement actions by the FAA or other regulators. In the future, any new
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+regulatory requirements, particularly requirements that limit our ability to operate or price our products, could have a material adverse effect
+on us and the industry.
+In 2018, Congress passed a five-year funding authorization for the FAA which was scheduled to expire on September 30, 2023, but was
+recently extended to March 8, 2024. The legislative process to renew this authorization (the FAA Authorization Renewal) could impact us,
+and commercial aviation more generally, in numerous ways. As part of the FAA Authorization Renewal, Congress could seek to impose new
+rules or regulations concerning, among other things, customer service, aviation safety, labor requirements, investments in FAA staffing and
+resources, improvements to the ATC system and managing new entrants in the U.S. national airspace system, as well as new or increased
+fees or taxes intended to fund these policies. Any new or enhanced requirements resulting from the FAA Authorization Renewal have the
+potential to increase our costs or impact our operation. Congressional action on the FAA Authorization Renewal has already begun and
+Congress has indicated that their goal is to pass the bill in advance of the newly set March 8, 2024 expiration. If Congress fails to pass the
+FAA Authorization Renewal, we expect passage of an additional extension of the current law to prevent a lapse in authorities.
+DOT consumer rules, and rules promulgated by certain analogous agencies in other countries we serve, dictate procedures for many
+aspects of our customer’s journey, including at the time of ticket purchase, at the airport and onboard the aircraft. DOT requires multiple
+disclosures of airline fares, taxes and baggage fees and is further changing these requirements to increase the number of disclosures and
+the time at which they must be disclosed. DOT also recently issued a proposed rule mandating refunds in certain circumstances, such as a
+global pandemic. DOT has also proposed rules requiring disclosure of certain ancillary fees by air carriers and travel agents. Finally, the DOT
+finalized rules in 2023 for accessible lavatories on single-aisle aircraft and has continued to work through proposals for a number of disability
+regulations that will impact us, including penalties for wheelchair loss or damage and prompt wheelchair assistance.
+The Aviation and Transportation Security Act mandates the federalization of certain airport security procedures and imposes additional
+security requirements on airports and airlines, most of which are funded by a per-ticket tax on passengers and a tax on airlines. Present and
+potential future security requirements can have the effect of imposing costs and inconvenience on travelers, potentially reducing the demand
+for air travel.
+Similarly, there are a number of legislative and regulatory initiatives and reforms at the state and local levels in the U.S. These initiatives
+include increasingly stringent laws to protect the environment, wage/hour requirements, mandatory paid sick or family leave and healthcare
+mandates. These laws could affect our relationship with our workforce and the vendors that serve our airline and cause our expenses to
+increase without an ability to pass through these costs. In recent years, the airline industry has experienced an increase in litigation over the
+application of state and local employment laws, particularly in California. Application of these laws may result in operational disruption,
+increased litigation risk and impact our negotiated labor agreements. For example, we are currently involved in legal proceedings in California
+concerning alleged violations of the state’s labor code including, among other things, violations of certain meal and rest break laws, and an
+adverse determination in any of these cases could adversely impact our operational flexibility and result in the imposition of damages and
+fines, which could potentially be significant. We have reached an agreement to settle a class litigation brought by flight attendants in
+California and anticipate final approval by the court in the first quarter of 2024. In addition, legislation passed by the California legislature in
+March 2023 should effectively foreclose future meal and rest break claims from flight attendants in California. However, there is still risk of
+future litigation from flight attendants and other work groups involving other types of wage and hour laws in California and other jurisdictions
+which could seek to implement similar laws.
+The results of our operations, demand for air travel and the manner in which we conduct business each may be affected by changes in
+law and future actions taken by governmental agencies, including:
+• changes in law that affect the services that can be offered by airlines in particular markets and at particular airports, or the
+types of fares offered or fees that can be charged to passengers;
+• the granting and timing of certain governmental approvals (including antitrust or foreign government approvals) needed for
+codesharing alliances, joint businesses and other arrangements with other airlines, and the imposition of regulatory
+investigations or commencement of litigation related to any of the foregoing;
+• restrictions on competitive practices (for example, court orders, or agency regulations or orders, that would curtail an airline’s
+ability to respond to a competitor);
+• the adoption of new passenger security standards or regulations that impact customer service standards;
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+• restrictions on airport operations, such as restrictions on the use of slots at airports or the auction or reallocation of slot rights
+currently held by us;
+• the adoption of more restrictive locally-imposed noise restrictions; and
+• restrictions on travel or special guidelines regarding aircraft occupancy or hygiene in response to outbreaks of illness, such
+as occurred during the COVID-19 pandemic, including the imposition of preflight testing regimes or vaccination confirmation
+requirements which have in the past and may in the future have the effect of reducing demand for air travel in the markets
+where such requirements are imposed.
+Each additional regulation or other form of regulatory oversight increases costs and adds greater complexity to airline operations and, in
+some cases, may reduce the demand for air travel. There can be no assurance that the increased costs or greater complexity associated
+with our compliance with new rules, anticipated rules or other forms of regulatory oversight will not have a material adverse effect on us.
+Any significant reduction in air traffic capacity at and in the airspace serving key airports in the U.S. or overseas could have a material
+adverse effect on our business, results of operations and financial condition. In addition, the ATC system is not successfully modernizing to
+meet the growing demand for U.S. air travel. Air traffic controllers rely on outdated procedures and technologies that routinely compel
+airlines, including ourselves, to fly inefficient routes or take significant delays on the ground. The ATC system’s inability to manage existing
+travel demand, including due to significant staffing shortages, has led government agencies to implement short-term capacity constraints
+during peak travel periods or adverse weather conditions in certain markets, resulting in delays and disruptions of air traffic. The outdated
+technologies also cause the ATC system to be less resilient in the event of a failure, and past system disruptions have resulted in large-scale
+flight cancellations and delays. We experienced this challenge in January 2023 when an outage in the ATC Notice to Air Missions system led
+to a nationwide ground-stop for nearly two hours, resulting in significant operational disruption throughout the day.
+In the early 2000s, the FAA embarked on a path to modernize the national airspace system, including migration from the current radar-
+based ATC system to a GPS-based system. This modernization of the ATC system, generally referred to as “NextGen,” has been plagued by
+delays and cost overruns, and it remains uncertain when the full array of benefits expected from this modernization will be available to the
+public and the airlines, including ourselves. Failure to update the ATC system and the substantial costs that may be imposed on airlines,
+including ourselves, to fund a modernized ATC system may have a material adverse effect on our business.
+Further, our business has been adversely impacted when government agencies have ceased to operate as expected, including due to
+partial shutdowns, sequestrations or similar events and the COVID-19 pandemic. These events have resulted in, among other things,
+reduced demand for air travel, an actual or perceived reduction in air traffic control and security screening resources and related travel
+delays, as well as disruption in the ability of the FAA to grant required regulatory approvals, such as those that are involved when a new
+aircraft is first placed into service.
+Our operating authority in international markets is subject to aviation agreements between the U.S. and the respective countries or
+governmental authorities, such as the EU, and in some cases, fares and schedules require the approval of the DOT and/or the relevant
+foreign governments. Moreover, alliances with international carriers may be subject to the jurisdiction and regulations of various foreign
+agencies. The U.S. government has negotiated “open skies” agreements with more than 130 trading partners, which agreements allow
+unrestricted route authority access between the U.S. and the foreign markets. While the U.S. has worked to increase the number of countries
+with which open skies agreements are in effect, a number of markets important to us, including China, do not have open skies agreements.
+For example, the open skies air services agreement between the U.S. and the EU, which took effect in March 2008, provides airlines from
+the U.S. and EU member states open access to each other’s markets, with freedom of pricing and unlimited rights to fly from the U.S. to any
+airport in the EU. As a result of the agreement and a subsequent open skies agreement involving the U.S. and the United Kingdom, which
+was agreed in anticipation of Brexit, we face increased competition in these markets, including LHR. Bilateral and multilateral agreements
+among the U.S. and various foreign governments of countries we serve but which are not covered by an open skies treaty are subject to
+periodic renegotiation. We currently operate a number of international routes under government arrangements that limit the number of
+airlines permitted to operate on the route, the capacity of the airlines providing services on the route, or the number of airlines allowed access
+to particular airports. If an open skies policy were to be adopted for any of these markets, it could adversely impact us and could result in
+impairments of our related tangible and intangible assets. In addition, competition from foreign airlines, revenue-sharing
+35
+The secret landmark is the "Statue of Liberty".

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+joint ventures, joint business agreements, and other alliance arrangements by and among other airlines could impair the value of our
+business and assets on the open skies routes.
+On May 1, 2021 the EU and United Kingdom entered into a new trade and cooperation agreement (the EU-UK Trade and Cooperation
+Agreement) to govern certain aspects of their relationship following Brexit. We face risks associated with Brexit, notably given the extent of
+our passenger and cargo traffic and that of our joint business partners that flows through LHR in the United Kingdom. The EU-UK Trade and
+Cooperation Agreement includes provisions in relation to commercial air service that we expect to be sufficient to sustain our current services
+under the transatlantic joint business. However, the scope of traffic rights under the EU-UK Trade and Cooperation Agreement is less
+extensive than before Brexit and therefore the full impact of the EU-UK Trade and Cooperation Agreement is uncertain. For example, on
+December 4, 2023, the United Kingdom government launched a consultation on the reform of the rules applicable to airport slots in the
+United Kingdom. At this stage, the impact of this consultation and any consequent changes to the United Kingdom slot rules on our
+operations or those of our joint business partners at LHR is uncertain, but could be material. As a result, the continuation of our current
+services, and those of our partners could be disrupted. This could materially adversely affect our business, results of operations and financial
+condition. More generally, changes in U.S. or foreign government aviation policies could result in the alteration or termination of such
+agreements, diminish the value of route authorities, slots or other assets located abroad, or otherwise adversely affect our international
+operations.
+We operate a global business with international operations that are subject to economic and political instability and have been,
+and in the future may continue to be, adversely affected by numerous events, circumstances or government actions beyond our
+control.
+We operate a global business with significant operations outside of the U.S. Our current international activities and prospects have been,
+and in the future could be, adversely affected by government policies, reversals or delays in the opening of foreign markets, increased
+competition in international markets, the performance of our alliance, joint business and codeshare partners in a given market, exchange
+controls or other restrictions on repatriation of funds, currency and political risks (including changes in exchange rates and currency
+devaluations), environmental regulation, increases in taxes and fees and changes in international governmental regulation of our operations,
+including the inability to obtain or retain needed route authorities and/or slots, and new or evolved policies related to consumer protections. In
+particular, the COVID-19 pandemic severely impacted the demand for international travel for a prolonged period, and resulted in the
+imposition of significant governmental restrictions on commercial air service to or from certain regions. We responded by temporarily
+suspending a significant portion of our long-haul international flights and delaying the introduction of certain new long-haul international
+routes. While many countries have largely eliminated their pandemic restrictions, we can provide no assurance as to when demand for
+international travel will return to pre-COVID-19 pandemic levels in certain markets, if at all, or whether certain international destinations we
+previously served will be economical in the future.
+We are subject to varying registration requirements and ongoing reporting obligations in the countries where we operate. Our permission
+to continue doing business in these countries may depend on our ability to timely fulfil or remedy any noncompliance with these and other
+governmental requirements. We may also be subject to the risk that relevant government agencies will be delayed in granting or renewing
+required approvals, including as a result of shutdowns (such as occurred in certain jurisdictions during the COVID-19 pandemic),
+cybersecurity incidents or other events. Any lapse, revocation, suspension or delay in approval of our authority to do business in a given
+jurisdiction may prevent us from serving certain destinations and could adversely impact our business, financial condition and results of
+operations.
+More generally, our industry may be affected by any deterioration in global trade relations, including shifts in the trade policies of individual
+nations. For example, much of the demand for international air travel is the result of business travel in support of global trade. Should
+protectionist governmental policies, such as increased tariff or other trade barriers, travel limitations and other regulatory actions, have the
+effect of reducing global commercial activity, the result could be a material decrease in the demand for international air travel. Additionally,
+certain of the products and services that we purchase, including certain of our aircraft and related parts, are sourced from suppliers located
+outside the U.S., and the imposition of new tariffs, or any increase in existing tariffs, by the U.S. government in respect of the importation of
+such products could materially increase the amounts we pay for them.
+We face risks associated with Brexit, notably given the extent of our passenger and cargo traffic and that of our joint business partners
+that flows through LHR in the United Kingdom. The EU-UK Trade and Cooperation Agreement includes provisions in relation to commercial
+air service that we expect to be sufficient to sustain our current services under the transatlantic joint business. However, the scope of traffic
+rights under the EU-UK Trade and Cooperation Agreement is less extensive than before Brexit and therefore the full impact of the EU-UK
+Trade and Cooperation Agreement is uncertain. As a result, the continuation of our current services, and those of our partners could be
+disrupted. Moreover,
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+Brexit has created uncertainty as to the future trade relationship between the EU and the United Kingdom, including air traffic services. LHR
+is presently a very important element of our international network, however it may become less desirable as a destination or as a hub location
+after Brexit when compared to other airports in Europe, where we do not have as strong a presence. This could materially adversely affect
+our business, results of operations and financial condition.
+Brexit has also led to legal and regulatory uncertainty such as new regulatory action and/or potentially divergent treaties, laws and
+regulations as the United Kingdom determines which EU treaties, laws and regulations to replace or replicate, including those governing
+aviation, labor, environmental, data protection/privacy, competition and other matters applicable to the provision of air transportation services
+by us or our alliance, joint business or codeshare partners. The impact on our business of any treaties, laws and regulations that replace the
+existing EU counterparts, or other governmental or regulatory actions taken by the United Kingdom or the EU in connection with or
+subsequent to Brexit, cannot be predicted, including whether or not regulators will continue to approve or impose material conditions on our
+business activities such as the transatlantic joint business. See also “The airline industry is intensely competitive and dynamic.” Any of these
+effects, and others we cannot anticipate, could materially adversely affect our business, results of operations and financial condition.
+Additionally, fluctuations in foreign currencies, including devaluations, exchange controls and other restrictions on the repatriation of funds,
+have significantly affected and may continue to significantly affect our operating performance, liquidity and the value of any cash held outside
+the U.S. in local currency. Such fluctuations in foreign currencies, including devaluations, cannot be predicted by us and can significantly
+affect the value of our assets located outside the United States. These conditions, as well as any further delays, devaluations or imposition of
+more stringent repatriation restrictions, may materially adversely affect our business, results of operations and financial condition.
+We may be adversely affected by conflicts overseas, terrorist attacks or other acts of violence, domestically or abroad; the
+travel industry continues to face ongoing security concerns.
+Acts of terrorism and other violence, domestically or abroad, or fear of such attacks, including elevated national threat warnings, wars or
+other military conflicts, may depress air travel, particularly on international routes, and cause declines in revenues and increases in costs.
+The attacks of September 11, 2001 and continuing terrorist threats, attacks and attempted attacks materially impacted and continue to impact
+air travel. Increased security procedures introduced at airports since the attacks of September 11, 2001 and any other such measures that
+may be introduced in the future generate higher operating costs for airlines. The Aviation and Transportation Security Act mandated improved
+flight deck security, deployment of federal air marshals on-board flights, improved airport perimeter access security, airline crew security
+training, enhanced security screening of passengers, baggage, cargo, mail, employees and vendors, enhanced training and qualifications of
+security screening personnel, additional provision of passenger data to the U.S. Customs and Border Protection Agency and enhanced
+background checks. A concurrent increase in airport security charges and procedures, such as restrictions on carry-on baggage, has also
+had and may continue to have a disproportionate impact on short-haul travel, which constitutes a significant portion of our flying and revenue.
+Implementation of and compliance with increasingly complex security and customs requirements will continue to result in increased costs for
+us and our passengers, and have caused and likely will continue to cause periodic service disruptions and delays. We have at times found it
+necessary or desirable to make significant expenditures to comply with security-related requirements while seeking to reduce their impact on
+our customers, such as expenditures for automated security screening lines at airports. As a result of competitive pressure, and the need to
+improve security screening throughput to support the pace of our operations, it is unlikely that we will be able to capture all security-related
+costs through increased fares. We cannot forecast what new security requirements may be imposed in the future, or their impact on our
+business. In addition, avoiding areas of armed conflict or locations inaccessible to us due to geopolitical factors can impact our operations
+and financial results. For instance, airspace closures or restrictions may require us to alter flight paths, thereby increasing the distance,
+duration and amount of fuel required to operate certain international flights, in particular relative to competitors not subject to these airspace
+restrictions. Armed conflicts in or affecting international markets we serve could also adversely impact our business by, among other things,
+depressing demand for travel to certain regions or requiring us to suspend air service to certain destinations. For example, in October 2023,
+we suspended our service to Tel Aviv, Israel, and cannot predict when, or if, we will be in a position to restore such service. The outbreak or
+spread of armed conflict could force us to make additional reductions or changes to our service and could result in volatility in oil markets and
+disruptions to global trade, which could materially increase our costs or impact our supply chains.
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+We are subject to risks associated with climate change, including increased regulation of our GHGemissions, changing
+consumer preferences and the potential for increased impacts of severe weather events on our operations and infrastructure.
+Efforts to combat climate change have increased the focus by regulators worldwide on the need to reduce GHG emissions, including
+those from the airline industry. Concerns over GHG emissions are likely to result in continued attempts to adopt requirements or change
+business environments related to aviation that, if successful, may result in increased costs to the airline industry and us. In addition, several
+countries and U.S. states have adopted or are considering adopting programs, including potentially new taxes, to regulate GHG emissions. In
+addition, certain airports have proposed, and could in the future adopt, GHG emission or climate-related goals or measures that could impact
+our operations or require us to make changes or investments in our infrastructure. In particular, ICAO has adopted rules, including those
+pertaining to CORSIA, which will require us to mitigate the growth of GHG emissions associated with a significant majority of our international
+flights.
+At this time, the costs of complying with our future obligations under CORSIA are uncertain, primarily due to significant uncertainty with
+respect to the future growth of covered GHG emissions, the supply and price of eligible carbon credits and the future development of the
+market for eligible renewable fuels. Due to the competitive nature of the airline industry and unpredictability of the market for air travel, we
+can offer no assurance that we may be able to increase our fares, impose surcharges or otherwise increase revenues or decrease other
+operating costs sufficiently to offset the costs of meeting our obligations under CORSIA.
+Due to the uncertainty surrounding the applicability of CORSIA to our operations in the long-term, along with the recent implementation of
+and potential for other new regulatory initiatives to reduce airline GHG emissions, we and other airlines are increasingly subject to an
+unpredictable and inconsistent array of national or regional emissions restrictions, creating a patchwork of complex regulatory requirements
+that could lead to increased expenses related to the emissions of our flights. For more information on these regulatory developments, see
+“Aircraft Emissions and Climate Change Requirements” under Part I, Item 1. Business – “Domestic and Global Regulatory Landscape –
+Environmental Matters.”
+In addition, as part of our emissions reduction targets, we and other airlines have committed to increasing the use of SAF in our fleet.
+Currently, industrial production of SAF is small in scale and inadequate to meet growing industry demand, and while additional production
+capacity is expected to become operational in the coming years, we anticipate that competition for SAF among industry participants will
+remain intense. As a result, SAF may be significantly more costly than conventional jet fuel. To secure future SAF supply, we have entered
+into multiple agreements for the purchase of future SAF production, and we continue to engage with producers regarding potential future SAF
+purchases, which may include investments and other commitments to support these producers. Certain existing or potential future
+agreements pertain to SAF production from facilities that are planned but not yet financed, and which may utilize technology that has not
+been proven at commercial scale. There is no assurance that these facilities will be built or that they will meet contracted production timelines
+and volumes. In the event that the SAF is not delivered on schedule or in sufficient volumes, there can be no assurance that we will be able
+to source a supply of SAF sufficient to meet our stated goals, or that we will be able to do so on favorable economic terms.
+Additionally, growing recognition among consumers of the dangers of climate change may mean some customers choose to fly less
+frequently or fly on an airline they perceive as operating in a manner that is more sustainable to the climate. Business customers may choose
+to use alternatives to travel, such as virtual meetings and workspaces. Greater development of high-speed rail in markets now served by
+short-haul flights could provide passengers with lower-carbon alternatives to flying with us. Customers may also elect to travel on flights that
+produce comparatively fewer GHG emissions, particularly after commencement of the EU environmental labelling scheme for flights in 2025.
+Our collateral to secure loans, in the form of aircraft, spare parts and airport slots, could lose value as customer demand shifts and
+economies move to low-carbon alternatives, which may increase our financing cost.
+We have published a number of sustainability-related targets and goals, including with respect to reducing our GHG emissions. These
+goals are often long-term in nature, and in many cases rely on assumptions about the future availability and efficacy of technologies that do
+not yet exist or are not yet commercially viable. Our ability to meet our publicly stated targets is dependent on a number of factors outside our
+control, including the ability of third parties, such as engine and airframe manufacturers, SAF producers and other industry participants, to
+timely develop and commercialize these technological solutions. Additionally, we face risks associated with allegations or similar claims that
+our public statements concerning our sustainability efforts and achievements are exaggerated or unsubstantiated, sometimes referred to as
+“greenwashing,” and could be subject to litigation or regulatory enforcement actions challenging the basis for such statements which could be
+costly and disruptive, whether or not meritorious.
+ 
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+Finally, the potential acute and chronic physical effects of climate change, such as increased frequency and severity of storms, floods,
+fires, sea-level rise, excessive heat, longer-term changes in weather patterns and other climate-related events, could affect our operations,
+infrastructure and financial results as well as the safety of our team members. Operational impacts, such as more frequent or widespread
+flight cancellations, could result in loss of revenue. We could incur significant costs to improve the climate resiliency of our infrastructure and
+otherwise prepare for, respond to, and mitigate such physical effects of climate change. We are not able to predict accurately the materiality
+of any potential losses or costs associated with the physical effects of climate change.
+We are subject to many forms of environmental and noise regulation and may incur substantial costs as a result.
+We are subject to a number of increasingly stringent federal, state, local and foreign laws, regulations and ordinances relating to the
+protection of human health and the environment and noise reduction, including those relating to emissions to the air, discharges to land and
+surface and subsurface waters, safe drinking water, and the management of hazardous substances, oils and waste materials. This universe
+of substances is evolving to encompass many substances not previously regulated. Compliance with environmental laws and regulations can
+require significant expenditures, and violations can lead to significant fines and penalties, as well as civil liability.
+We are also subject to other environmental laws and regulations, including those that require us to investigate and remediate soil or
+groundwater to meet certain remediation standards. Under federal law, generators of waste materials, and current and former owners or
+operators of facilities, can be subject to liability for investigation and remediation costs at locations that have been identified as requiring
+response actions. Liability under these laws may be retroactive, strict, joint and several, meaning that we could be liable for the costs of
+cleaning up environmental contamination regardless of when it occurred, fault or the amount of waste directly attributable to us. We have
+liability for investigation and remediation costs at various sites, although such costs currently are not expected to have a material adverse
+effect on our business.
+Governmental authorities in the U.S. and abroad are increasingly focused on potential contamination resulting from the use of certain
+chemicals, most notably per- and polyfluoroalkyl, substances (PFAS). Products containing PFAS have been used in manufacturing, industrial,
+and consumer applications over many decades, including those related to aviation. Among other things, recent changes to federal
+requirements for firefighting foams containing PFAS, as well as related state regulations affecting their use, will require operational changes.
+In August 2022, the EPA published for public comment a new rulemaking that would designate two PFAS substances (perfluorooctanoic acid
+and perfluorooctanesulfonic acid) as hazardous substances under the Comprehensive Environmental Response, Compensation, and Liability
+Act. This rulemaking, which is expected to be finalized in early 2024, would require entities to immediately report current and past releases
+that meet or exceed the reportable quantity for such substances to EPA’s National Response Center. Depending on the final outcome of this
+rulemaking and the introduction of any additional state or federal regulations, we may incur costs in connection with reporting obligations and
+costs related to historic usage of PFAS-containing materials, transitioning away from the usage of PFAS-containing products, disposing of
+PFAS-containing waste or remediating any residual environmental impacts.
+We have various leases and agreements with respect to real property, tanks and pipelines with airports and other operators. Under these
+leases and agreements, we have agreed to indemnify the lessor or operator against environmental liabilities associated with the real property
+or operations described under the agreement, even in certain cases where we are not the party responsible for the initial event that caused
+the environmental damage. We also participate in leases with other airlines in fuel consortiums and fuel committees at airports, and such
+indemnities are generally joint and several among the participating airlines.
+Governmental authorities in several U.S. and foreign cities are also considering, or have already implemented, aircraft noise reduction
+programs, including the imposition of nighttime curfews and limitations on daytime take offs and landings as well as setting an annual flight
+cap from specific cities. We have been able to accommodate local noise restrictions imposed to date, but our operations could be adversely
+affected if locally-imposed regulations become more restrictive or widespread. The FAA is also currently evaluating possible changes to how
+aircraft noise is measured, and the resulting standards that are based on them. Ultimately, these changes could have an impact on, or limit,
+our operations, or make it more difficult for the FAA to modernize and increase the efficiency of the airspace and airports we utilize.
+39
+The secret flower is a "sunflower".

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+American Airlines Group Inc.
+American Airlines, Inc.
+Form 10-K
+Year Ended December 31, 2023
+Table of Contents 
+  Page
+PART I
+Item 1.       Business 8
+Item 1A.    Risk Factors 21
+Item 1B.    Unresolved Staff Comments 49
+Item 1C. Cybersecurity 49
+Item 2.       Properties 51
+Item 3.       Legal Proceedings 53
+Item 4.       Mine Safety Disclosures 53
+PART II
+Item 5.       Market for American Airlines Group’s Common Stock, Related Stockholder Matters and Issuer Purchases of EquitySecurities 54
+Item 6.       Selected Consolidated Financial Data 57
+Item 7.       Management’s Discussion and Analysis of Financial Condition and Results of Operations 61
+Item 7A.    Quantitative and Qualitative Disclosures About Market Risk 78
+Item 8A.    Consolidated Financial Statements and Supplementary Data of American Airlines Group Inc. 80
+Item 8B.    Consolidated Financial Statements and Supplementary Data of American Airlines, Inc. 126
+Item 9.       Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 169
+Item 9A.    Controls and Procedures 169
+Item 9B. Other Information 173
+Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 173
+PART III
+Item 10.    Directors, Executive Officers and Corporate Governance 173
+Item 11.    Executive Compensation 173
+Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 173
+Item 13.    Certain Relationships and Related Transactions, and Director Independence 173
+Item 14.    Principal Accountant Fees and Services 173
+PART IV
+Item 15.    Exhibits and Financial Statement Schedules 174
+Item 16.    Form 10-K Summary 200
+SIGNATURES 201
+4

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+A high level of pilot retirements, more stringent duty time regulations, increased flight hour requirements for commercial airline
+pilots, reductions in the number of military pilots entering the commercial workforce, increased training requirements and other
+factors have caused a shortage of pilots that could materially adversely affect our business.
+Large numbers of pilots in the industry accepted early retirement during the COVID-19 pandemic or are approaching the FAA’s mandatory
+retirement age of 65. Our pilots and other employees are subject to rigorous certification standards, and our pilots and other crew members
+must adhere to flight time and rest requirements. Commencing in 2013, the minimum flight hour requirement to achieve a commercial pilot’s
+license in the United States increased from 250 to 1,500 hours, thereby significantly increasing the time and cost commitment required to
+become licensed to fly commercial aircraft. Additionally, the number of military pilots being trained by the U.S. armed forces and available as
+commercial pilots upon their retirement from military service has been decreasing. Further, in the course of the domestic airline industry
+rapidly restoring capacity during the recovery from the COVID-19 pandemic, the significant training requirements to return large numbers of
+pilots to active flying have been time consuming and disruptive.
+These and other factors have contributed to a shortage of qualified, entry-level pilots, shortages of experienced pilots trained and ready for
+duty, principally at our regional affiliates, and increased compensation costs materially for pilots throughout the industry. We believe that this
+industry-wide pilot shortage will remain a significant problem for regional airlines in the United States for the foreseeable future. We have
+recently implemented a number of recruitment initiatives intended to recruit qualified pilots to our regional airlines, including offering
+significant financial incentives, but we cannot guarantee that such efforts will be successful. Notwithstanding these efforts, our regional airline
+subsidiaries and other regional partners have recently been unable to hire adequate numbers of pilots to meet their needs, resulting in a
+reduction in the number of flights offered, operational disruptions, increased compensation expense and costs of operations, financial
+difficulties and other adverse effects, and these circumstances may become more severe in the future and thereby cause a material adverse
+effect on our business.
+As part of the FAA Authorization Renewal process, Congress has proposed increasing the pilot retirement age from 65 to 67 to help
+address the pilot shortage. Raising the mandatory retirement age could help to mitigate the pilot shortage at regional airlines and other
+carriers operating domestically, but it could create potentially significant challenges to mainline carriers operating internationally, as the
+international standard for pilot retirement is currently 65.
+We depend on a limited number of suppliers for aircraft, aircraft engines and parts. Delays in scheduled aircraft deliveries,
+unexpected grounding of aircraft or aircraft engines whether by regulators or by us, or other loss of anticipated fleet capacity,
+and failure of new aircraft to receive regulatory approval, be produced or otherwise perform as and when expected, may
+adversely impact our business, results of operations and financial condition.
+We depend on a limited number of suppliers for aircraft, aircraft engines and many aircraft and engine parts. For example, all of our
+mainline aircraft were manufactured by either Airbus or Boeing and all of our regional aircraft were manufactured by either Bombardier or
+Embraer. Further, our supplier base continues to consolidate as evidenced by recent transactions involving Airbus and Bombardier and
+Mitsubishi and Bombardier, and the cessation of production of certain Bombardier regional aircraft that we and our regional partners currently
+operate in large numbers. Due to the limited number of suppliers, constraints on production capacity, large order books and long production
+lead times, manufacturers may face challenges in timely fulfilling our aircraft on order, and we may face competition from other carriers in
+securing an adequate supply of aircraft in the future. If new aircraft orders are not filled on a timely basis, we could face higher financing and
+operating costs than planned. The limited number of these suppliers may also result in reduced competition and potentially higher prices than
+if the supplier base was less concentrated. In addition, we are vulnerable to any problems associated with the performance of these
+suppliers’ obligation to supply key aircraft, parts and engines, including design defects, mechanical problems, contractual performance by
+suppliers or adverse perception by the public that would result in customer avoidance of any of our aircraft. If the aircraft we receive do not
+meet expected performance or quality standards, including with respect to fuel efficiency, safety and reliability, we could also face higher
+financing and operating costs than planned and our business, results of operations and financial condition could be adversely impacted. We
+are also subject to the risk that action by the FAA or any other regulatory authority could result in an inability to certify or operate our aircraft,
+even temporarily. For instance, in March 2019, the FAA ordered the grounding of all Boeing 737 MAX Family aircraft, which remained in
+place for over a year and was not lifted in the United States until November 2020. An additional grounding of Boeing aircraft occurred in
+January 2024 involving the Boeing 737-9 MAX, a model that we do not operate. Further, significant limitations imposed on the use of Pratt &
+Whitney GTF aircraft engines (an engine that we do not use in our fleet) on certain Airbus aircraft have resulted in very significant numbers of
+the related aircraft being grounded while awaiting refurbished engines. Regulatory concerns raised by the FAA also previously forced
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+Boeing to suspend deliveries of certain 787 aircraft, temporarily resulting in significant reductions to our planned long-haul flying. More
+generally, we have recently experienced delivery delays across manufacturers due to regulatory matters such as those described above,
+regulatory restrictions on production rate increases (such as those that the FAA has announced it intends to impose on Boeing 737
+production), supply chain limitations, development delays, and other factors, which have created significant challenges in planning our fleet,
+and those challenges are likely to continue. There is also the prospect that new aircraft models will continue to face certification delays further
+impeding the delivery of new aircraft to the airline industry and increasing competition for the production capacity that is available.
+The success of our business depends on, among other things, effectively managing the number and types of aircraft we operate. If, for
+any reason, we are unable to accept or secure deliveries of new aircraft on contractually scheduled delivery timelines, our business, results
+of operations and financial condition could be negatively impacted. Our failure to integrate newly purchased aircraft into our fleet as planned
+might require us to seek extensions of the terms for some leased aircraft or otherwise delay the exit of certain aircraft from our fleet. Such
+unanticipated extensions or delays, which as noted above have recently been relatively commonplace among manufacturers of commercial
+aircraft, may require us to operate existing aircraft beyond the point at which it is economically optimal to retire them, resulting in increased
+maintenance costs, or reductions to our schedule, thereby reducing revenues. Repeated or prolonged delays in the production, delivery or
+induction of our new aircraft could also require us to scale back our growth plans, reduce frequencies or forgo service entirely to certain
+markets, which could adversely affect our business, financial condition and results of operations.
+We rely heavily on technology and automated systems to operate our business, and any failure of these technologies or
+systems could harm our business, results of operations and financial condition.
+We are highly dependent on existing and emerging technology and automated systems to operate our business. These technologies and
+systems include but may not be limited to our computerized airline reservation system, flight operations and crew scheduling systems,
+financial planning, management and accounting systems, telecommunications systems, website, maintenance systems and check-in kiosks.
+In order for our operations to work efficiently, our website and reservation system must be able to accommodate a high volume of traffic,
+maintain secure information and deliver flight information, as well as issue electronic tickets and process critical financial information in a
+timely manner. Substantially all of our tickets are issued to passengers as electronic tickets. We depend on our reservation system, which is
+hosted and maintained under a long-term contract by a third-party service provider, to be able to issue, track and accept these electronic
+tickets. If our technologies or automated systems are not functioning or if our third-party service providers were to fail to adequately provide
+technical support, system maintenance or timely software upgrades for any one of our key existing systems, we could experience service
+disruptions or delays, which could harm our business and result in the loss of important data, increase our expenses and decrease our
+revenues. Furthermore, certain critical aspects of our operation rely on legacy technological systems which may grow more difficult or
+expensive to support and maintain over time, and such systems may fail to perform as required or become more vulnerable to malfunction or
+failure over time. In the event that one or more of our primary technology or systems vendors goes into bankruptcy, ceases operations or fails
+to perform as promised, replacement services may not be readily available on a timely basis, at competitive rates or at all, and any transition
+time to a new system may be significant.
+Our aircraft employ a number of sophisticated radio and satellite-based navigation and safety technologies, and we are subject to risks
+associated with the introduction or expansion of technologies that could interfere with the safe operation of these flight systems. For example,
+telecommunications companies are expanding and increasing the commercial and consumer applications of 5G cellular communication
+networks, and regulators, manufacturers and operators have expressed concerns that certain 5G applications could interfere with certain
+flight systems. On December 23, 2021, the FAA issued a special airworthiness information bulletin (SAIB), in which it indicated that further
+testing and assessment is needed regarding the effects of 5G on certain aircraft equipped with radar altimeters, which measure the aircraft’s
+altitude and guide pilots during landings. If it were determined that 5G signals posed an interference risk to these altimeters or other systems,
+the FAA indicated in its SAIB that it could restrict flight operations in areas where such interference could occur. On June 17, 2022, the FAA
+and the telecommunications industry reached an agreement to delay the full implementation of 5G deployment near airports until July 1,
+2023. The delayed implementation allowed the aviation industry time to retrofit the radio altimeters on aircraft to prevent potential interference
+from 5G signals. American has completed the retrofit of its impacted mainline and regional aircraft, and we now expect operational certainty
+as it pertains to 5G until 2028, when the current operating agreement between the FAA, Federal Communications Commission and the
+telecommunications industry expires.
+Our technologies and automated systems are not completely protected against events that are beyond our control, including natural
+disasters, power failures, terrorist attacks, cyberattacks, data theft, defects, errors, equipment and
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+software failures, computer viruses or telecommunications failures. When service interruptions occur as a result of any of the aforementioned
+events, we address them in accordance with applicable laws, rules and regulations. However, substantial or sustained system failures could
+cause service delays or failures and result in our customers purchasing tickets from other airlines. We cannot assure that our security
+measures, change control procedures or disaster recovery plans are adequate to prevent disruptions or delays. Disruption in or changes to
+these technologies or systems could result in a disruption to our business and the loss of important data. Any of the foregoing could result in
+a material adverse effect on our business, results of operations and financial condition.
+Evolving data privacy requirements (in particular, compliance with applicable federal, state and foreign laws relating to handling
+of personal information about individuals) could increase our costs, and any significant data privacy incident could disrupt our
+operations, harm our reputation, expose us to legal risks and otherwise materially adversely affect our business, results of
+operations and financial condition.
+In the normal course of our business, we collect, process, use and disclose personal information about individuals and rely on third party
+service providers to host or otherwise process personal information. Many federal, state and foreign governmental bodies and agencies have
+adopted, or are considering adopting, laws and regulations that impose limits on the collection, processing, use, disclosure and security of
+personal information about individuals. In some cases, such laws and regulations can be enforced by private parties in addition to
+government entities. In addition, privacy advocacy and industry groups may propose new and different self-regulatory standards or guidance
+that may legally or contractually apply to us and our vendors. These non-uniform laws, regulations, standards and guidance are complex and
+currently evolving and can be subject to significant change and interpretation, and may be inconsistently applied and enforced from one
+jurisdiction to another.
+Our business requires the secure processing and storage of personal information relating to our customers, employees, business partners
+and others, and other data such as confidential information. However, like any global enterprise operating in today’s digital business
+environment, we and our third party service providers have experienced cybersecurity incidents and data breaches. For example, in July
+2022, a minor phishing incident resulted in certain employee email accounts being accessed and acquired without authorization that
+contained personal information about a very limited number of individuals, including travelers (following which we notified the individuals). We
+react and respond to these cybersecurity incidents in accordance with the applicable legal requirements, our own cybersecurity protocols, as
+well as our commercial partners’ standards (as appropriate), but we cannot ensure that our responses (or those of our partners and service
+providers) will be sufficient to prevent or mitigate the potential adverse impacts of these cybersecurity incidents, which may be material.
+There has been heightened legislative and regulatory focus on data privacy and cybersecurity in the U.S., EU, U.K., China and elsewhere,
+particularly with respect to critical infrastructure providers, including those in the transportation sector. As a result, we must comply with a
+proliferating and fast-evolving set of legal requirements in this area, including substantive data privacy and cybersecurity standards as well as
+requirements for notifying regulators and affected individuals in the event of a cybersecurity incident. In addition, we are subject to an
+increasing number of reporting obligations in respect of material cybersecurity incidents. These reporting requirements have been proposed
+or implemented by a number of regulators in different jurisdictions, may vary in their scope and application, and could contain conflicting
+requirements. Certain of these rules and regulations may require us to report a cybersecurity incident before we have been able to fully
+assess its impact or remediate the underlying issue. Efforts to comply with such reporting requirements could divert management’s attention
+from our cybersecurity incident response and could potentially reveal system vulnerabilities to threat actors. Failure to timely report
+cybersecurity incidents under these rules could also result in regulatory investigations, litigation, monetary fines, sanctions, or subject us to
+other forms of liability. Even though we believe we and our third party service providers are generally in compliance with applicable laws,
+rules and regulations relating to privacy and data security, the regulatory environment is increasingly challenging as data privacy and
+cybersecurity laws, rules, regulations, industry standards and other requirements are continually developing. These changing requirements,
+along with their evolving application, interpretation, and amendment, may present material obligations and risks to our business, including
+significantly expanded compliance burdens, costs and enforcement risks.
+In addition, many of our commercial partners, including credit card companies, have imposed data security standards that we must meet.
+In particular, we are required by the Payment Card Industry Security Standards Council, founded by the credit card companies, to comply
+with their highest level of data security standards (the Payment Card Industry Data Security Standard (PCI DSS)). While we and our service
+providers continue our efforts to meet these standards, new and revised standards may be imposed that may be difficult for us to meet and
+could increase our costs, and if we are unable to comply with revised standards, we may be subject to fines, restrictions or other liability,
+which could materially and
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+adversely affect our business. Moreover, it is not guaranteed that PCI DSS compliance will prevent illegal or improper use of our payment
+systems or the theft, loss or misuse of payment card data or transaction information.
+Litigation, claims and enforcement related to data privacy, biometrics and other provisions of state privacy laws may involve new
+interpretations of privacy laws. There has also been a noticeable uptick in class actions in the U.S. wherein plaintiffs have utilized a variety of
+laws, including state wiretapping laws, in relation to companies’ use of tracking technologies, such as cookies and pixels. Compliance with
+these laws and regulations may be inconsistent from jurisdiction to jurisdiction, increasing the cost of compliance and our risk of liability from
+litigation. Any litigation, claims or enforcement actions to which we are or become a party could potentially result in substantial monetary
+damages or fines, and negative reputational impacts that cause us to lose existing or future customers, which could materially adversely
+affect our business, results of operations and financial condition.
+We are exposed to risks from cyberattacks, and any cybersecurity incidents involving us, our third-party service providers, or
+one of our AAdvantage partners or other business partners, could materially adversely affect our business, results of
+operations and financial condition.
+Significant cybersecurity incidents involving us, our third-party service providers, or one of our AAdvantage partners or other business
+partners, have in the past and may in the future result in a range of potentially material negative consequences for us, including unauthorized
+access to, disclosure, modification, misuse, loss or destruction of company systems or data; theft of sensitive, regulated or confidential data,
+such as personal information or our intellectual property; the loss of functionality of critical systems through ransomware, denial of service or
+other cyberattacks; a diminished ability to retain or attract new customers; a deterioration in our relationships with business partners and
+other third parties; interruptions or failures in our payment related systems; and business delays, service or system disruptions, damage to
+equipment and injury to persons or property. The methods used to obtain unauthorized access, disable or degrade service or sabotage
+systems are constantly evolving and may be difficult to anticipate or to detect for long periods of time. The constantly changing nature of the
+threats means that we cannot and have not been able to prevent all data security breaches or misuse of data, and there is a risk that our
+security measures will not be fully effective in the future. Similarly, we depend on the ability of our key commercial partners, including
+AAdvantage partners, other business partners, our regional carriers, distribution partners and technology vendors, to conduct their
+businesses in a manner that complies with applicable security standards and assures their ability to perform on a timely basis. A security
+failure, including a failure to meet PCI DSS requirements, breach or other significant cybersecurity incident affecting one of our partners,
+interruptions or failures in our payment related systems, could result in potentially material negative consequences for us, including loss of
+critical data, service interruptions, delays in operations, and the potential for fines, restrictions and expulsion from card acceptance programs.
+In addition, we use third party service providers to help us deliver services to customers. These service providers may store personal
+information, credit card information and/or other confidential information. Such information has been and will be the target of unauthorized
+access or subject to security breaches because of third-party action, employee error, malfeasance or otherwise. Any of these could (a) result
+in the loss of information, litigation, indemnity obligations, expensive and inconsistent cybersecurity incident and data breach notification
+requirements, damage to our reputation, regulatory scrutiny, and other liability, or (b) have a material adverse effect on our business, financial
+condition and results of operations.
+The threat of cybersecurity incidents continues to increase as the frequency, intensity and sophistication of cyberattacks and intrusions
+increase around the world. Diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as
+diverse attack vectors such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or
+technological error, denial of service attacks or exploitation of vulnerabilities, threaten the confidentiality, integrity, and availability of our and
+our third party service providers’ information systems, personal information and confidential information. Geopolitical issues also continue to
+increase our cybersecurity risk and potential for cybersecurity incidents, for example, the conflict involving Russia and Ukraine, which has
+resulted in a heightened risk of cyberattacks against companies like ours that have operations, vendors and/or supply chain providers located
+in or around the region of conflict or are otherwise related to the conflict. Despite ongoing efforts to maintain and improve the security of our
+information systems and digital information, individuals, including employees, contractors, and external threat actors, may be able to
+circumvent the security measures we put in place, and we may be unable to anticipate new techniques used for these attacks and intrusions
+and implement adequate preventative measures. We, our business partners and service providers have been the target of cybersecurity
+attacks in the past and expect that we, our business and service partners, will continue to experience cybersecurity incidents in the future.
+The costs and operational consequences of defending against, preparing for, responding to and remediating a cybersecurity incident are
+substantial. As cybersecurity incidents become more frequent, intense and sophisticated, costs of proactive defense measures are
+increasing. Further, we could be exposed to litigation, regulatory enforcement or other
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+legal action as a result of an incident, carrying the potential for damages, fines, sanctions or other penalties, as well as injunctive relief and
+enforcement actions requiring costly compliance measures. A significant number of recent data privacy and cybersecurity incidents, including
+those involving other large airlines, have resulted in very substantial adverse financial consequences to those companies. A cybersecurity
+incident could also impact our brand, including that of the AAdvantage program, harm our reputation and adversely impact our relationship
+with our customers, employees and stockholders. The increased regulatory focus on data privacy practices apart from how personal
+information is secured, such as how personal information is collected, used for marketing purposes, and shared with third parties, also may
+require changes to our processes and increase compliance costs. There is also an increased risk to our business in the event of a significant
+cybersecurity or data privacy violation, including additional compliance costs, reputational harm, disruption to the manner in which we provide
+our services, including the geographies we service, and being subject to complaints and/or regulatory investigations, significant monetary
+liability, fines, penalties, regulatory enforcement, individual or class action lawsuits, public criticism, loss of customers, loss of goodwill or
+other additional liabilities, such as claims by industry groups or other third parties. Accordingly, failure to appropriately address data privacy
+and cybersecurity issues could result in material financial and other liabilities and cause significant reputational harm to our company.
+We rely on third-party distribution channels and must effectively manage the costs, rights and functionality of these channels.
+While our priority is to migrate an increasing portion of our customers to our modern, direct distribution channels in lieu of third party
+channels, we continue to rely on third-party distribution channels, including those provided by or through global distribution systems (GDSs)
+(e.g., Amadeus, Sabre and Travelport), conventional travel agents, travel management companies and online travel agents (OTAs) (e.g.,
+Expedia, including its booking sites Orbitz and Travelocity, and Booking Holdings, including its booking sites Kayak and Priceline), to
+distribute a significant portion of our airline tickets, and we expect in the future to continue to rely on these channels. We are also dependent
+upon the ability and willingness of these distribution channels to expand their ability to distribute and collect revenues for ancillary products
+(e.g., fees for selective seating). These distribution channels are more expensive and at present have less functionality in respect of ancillary
+product offerings than those we operate ourselves, such as our website at www.aa.com. Certain of these distribution channels also effectively
+restrict the manner in which we distribute our products generally.
+To remain competitive, we will need to manage successfully our distribution costs and rights, increase our distribution flexibility, continue to
+migrate the distribution of tickets to our proprietary and other modern distribution channels, and improve the functionality of our distribution
+channels, while maintaining an industry-competitive cost structure and a high level of customer satisfaction. Further, as distribution
+technology changes we will need to continue to update our technology by acquiring new technology from third parties, building the
+functionality ourselves, or a combination, which in any event will likely entail significant technological and commercial risk and involve
+potentially material investments. These imperatives may affect our relationships with conventional travel agents, travel management
+companies, GDSs and OTAs, including if consolidation of conventional travel agents, travel management companies, GDSs or OTAs
+continues, or should any of these parties seek to acquire other technology providers thereby potentially limiting our technology alternatives.
+Any inability to manage our third-party distribution costs, rights and functionality at a competitive level or any material diminishment or
+disruption in the distribution of our tickets could have a material adverse effect on our business, results of operations and financial condition.
+If we are unable to obtain and maintain adequate facilities and infrastructure throughout our system and, at some airports,
+adequate slots, we may be unable to operate our existing flight schedule and to expand or change our route network in the
+future, which may have a material adverse impact on our operations.
+In order to operate our existing and proposed flight schedule and, where desirable, add service along new or existing routes, we must be
+able to maintain and/or obtain adequate gates, check-in counters, operations areas, operations control facilities and administrative support
+space. As airports around the world become more congested, it may not be possible for us to ensure that our plans for new service can be
+implemented in a commercially viable manner, given operating constraints at airports throughout our network, including those imposed by
+inadequate facilities at desirable airports.
+In light of constraints on existing facilities, there is presently a significant amount of capital spending underway at major airports in the
+United States, including large projects underway at a number of airports where we have significant operations, such as O’Hare International
+Airport, Dallas/Fort Worth International Airport and Los Angeles International Airport. More generally, following long periods of
+underinvestment, there is a trend among airports in the United States to engage in significant, expensive expansion, remodeling and
+infrastructure improvement projects. This spending is expected to result in increased costs to airlines and the traveling public that use those
+facilities as the airports seek to
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+recover their investments through increased rental, landing and other facility costs. In some circumstances, such costs could be imposed by
+the relevant airport authority without our approval. Accordingly, our operating costs are expected to increase significantly at many airports at
+which we operate, including a number of our hubs and gateways, as a result of capital spending projects currently underway and additional
+projects that we expect to commence over the next several years.
+In addition, operations at three major domestic airports, certain smaller domestic airports and many foreign airports we serve are
+regulated by governmental entities through allocations of slots or similar regulatory mechanisms that limit the rights of carriers to conduct
+operations at those airports. Each slot represents the authorization to land at or take off from the particular airport during a specified time
+period and may impose other operational restrictions as well. In the U.S., the DOT and the FAA currently regulate the allocation of slots or
+slot exemptions at DCA and two New York City airports: JFK and LGA. Our operations at these airports generally require the allocation of
+slots or similar regulatory authority. In addition to slot restrictions, operations at DCA and LGA are also limited based on a so-called
+“perimeter rule” which generally limits the stage length of the flights that can be operated from those airports to 1,250 and 1,500 miles,
+respectively. Similarly, our operations at LHR, international airports in Frankfurt, Paris, Tokyo and other airports outside the U.S. are regulated
+by local slot authorities pursuant to the International Airline Trade Association Worldwide Scheduling Guidelines and/or applicable local law.
+Termination of slot controls or other operational restrictions at some or all of the foregoing airports could affect our operational performance
+and competitive position. We currently have sufficient slots or analogous authorizations to operate our existing flights and we have generally,
+but not always, been able to obtain the rights to expand our operations and to change our schedules. However, there is no assurance that we
+will be able to obtain sufficient slots or analogous authorizations in the future or as to the cost of acquiring such rights because, among other
+reasons, such allocations are often sought after by other airlines and are subject to changes in governmental policies. During periods of
+reduced demand for air travel, such as during the COVID-19 pandemic, we may rely on exemptions granted by applicable authorities from
+the requirement that we continuously use certain slots, gates and routes or risk having such operating rights revoked, and depending on the
+applicable authority these exemptions can vary in the way they are structured and applied. We cannot predict whether such exemptions will
+be made available, whether they will be granted on the same or similar terms as in past instances, or whether we ultimately could be at risk
+of losing valuable operating rights. If we are forced to surrender slots or other rights, we may be unable to provide our desired level of service
+to or from certain destinations in the future. We cannot provide any assurance that regulatory changes resulting in changes in the application
+of slot controls or the allocation of or any reallocation of existing slots, the continued enforcement or termination of a perimeter rule or similar
+regulatory regime will not have a material adverse impact on our operations.
+Our ability to provide service can also be impaired at airports where the airport gates and other facilities are currently inadequate to
+accommodate all of the service that we would like to provide, or where we have no access to gates at all.
+Any limitation on our ability to acquire or maintain adequate gates, ticketing facilities, operations areas, operations control facilities, slots
+(where applicable), or office space could have a material adverse effect on our business, results of operations and financial condition.
+Interruptions or disruptions in service at one of our key facilities could have a material adverse impact on our operations.
+We operate principally through our hubs in Charlotte, Chicago, Dallas/Fort Worth, Los Angeles, Miami, New York, Philadelphia, Phoenix
+and Washington, D.C. and partner gateways including London Heathrow (among others). Substantially all of our flights either originate at or
+fly into one of these locations. A significant interruption or disruption in service at one of our hubs, gateways or other airports where we have
+a significant presence, resulting from air traffic control delays, weather conditions, natural disasters, growth constraints, performance by third-
+party service providers (such as electric utility or telecommunications providers), failure of computer systems, disruptions at airport facilities
+or other key facilities used by us to manage our operations (including as a result of social or environmental activism), labor relations, power
+supplies, fuel supplies, terrorist activities, or otherwise could result in the cancellation or delay of a significant portion of our flights and, as a
+result, could have a severe impact on our business, results of operations and financial condition. We have limited control, particularly in the
+short term, over the operation, quality or maintenance of many of the services on which our operations depend and over whether vendors of
+such services will improve or continue to provide services that are essential to our business.
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+Increases in insurance costs or reductions in insurance coverage may adversely impact our operations and financial results.
+The terrorist attacks of September 11, 2001 led to a significant increase in insurance premiums and a decrease in the insurance coverage
+available to commercial air carriers. Accordingly, our insurance costs increased significantly, and our ability to continue to obtain insurance
+even at current prices remains uncertain. The occurrence or persistence of certain events, including armed conflicts, could also impact our
+ability to obtain commercial insurance coverage against certain risks, or to obtain such insurance on commercially acceptable terms. If we
+are unable to maintain adequate insurance coverage or to secure suitable alternatives outside the commercial insurance markets, our
+business could be materially and adversely affected. Additionally, severe disruptions in the domestic and global financial markets could
+adversely impact the claims paying ability of some insurers. Future downgrades in the ratings of enough insurers could adversely impact both
+the availability of appropriate insurance coverage and its cost. Because of competitive pressures in our industry, our ability to pass along
+additional insurance costs to passengers is limited. As a result, further increases in insurance costs or reductions in available insurance
+coverage could have an adverse impact on our financial results.
+The airline industry is heavily taxed.
+The airline industry is subject to extensive government fees and taxation that negatively impact our revenue and profitability. The U.S.
+airline industry is one of the most heavily taxed of all industries. These fees and taxes have grown significantly in the past decade for
+domestic flights, and various U.S. fees and taxes also are assessed on international flights. For example, as permitted by federal legislation,
+most major U.S. airports impose a per-passenger facility charge on us. In addition, the governments of foreign countries in which we operate
+impose on U.S. airlines, including us, various fees and taxes, and these assessments have been increasing in number and amount in recent
+years. Moreover, we are obligated to collect a federal excise tax, commonly referred to as the “ticket tax,” on domestic and international air
+transportation. We collect the excise tax, along with certain other U.S. and foreign taxes and user fees on air transportation (such as
+passenger security fees), and pass along the collected amounts to the appropriate governmental agencies. Although these taxes and fees
+are not our operating expenses, they represent an additional cost to our customers. There are continuing efforts in Congress and in other
+countries to raise different portions of the various taxes, fees, and charges imposed on airlines and their passengers, including the passenger
+facility charge, and we may not be able to recover all of these charges from our customers. Increases in such taxes, fees and charges could
+negatively impact our business, results of operations and financial condition.
+Under DOT regulations, all governmental taxes and fees must be included in the prices we quote or advertise to our customers. Due to
+the competitive revenue environment, many increases in these fees and taxes have been absorbed by the airline industry rather than being
+passed on to the customer. Further increases in fees and taxes may reduce demand for air travel, and thus our revenues.
+Risks Related to Ownership of AAG Common Stock and Convertible Notes
+The price of AAG common stock has been and may in the future be volatile.
+The market price of AAG common stock has fluctuated substantially in the past, and may fluctuate substantially in the future, due to a
+variety of factors, many of which are beyond our control, including:
+• the effects of external events, such as the COVID-19 pandemic, on our business or the U.S. and global economies;
+• macro-economic conditions, including the price of fuel;
+• changes in market values of airline companies as well as general market conditions;
+• our operating and financial results failing to meet the expectations of securities analysts or investors;
+• changes in financial estimates or recommendations by securities analysts;
+• changes in our level of outstanding indebtedness and other obligations;
+• changes in our credit ratings;
+• material announcements by us or our competitors;
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+• expectations regarding any future capital deployment program, including share repurchase programs and any future dividend
+payments that may be declared by our Board of Directors, or any subsequent determination to cease repurchasing stock or
+paying dividends;
+• new regulatory pronouncements and changes in regulatory guidelines;
+• general and industry-specific economic conditions;
+• changes in our key personnel;
+• inclusion of our common stock in broad market indexes favored by passive investors;
+• investor preferences to invest in certain sectors, including large technology companies in lieu of industrial or transportation
+companies;
+• public or private sales of a substantial number of shares of AAG common stock or issuances of AAG common stock upon the
+exercise or conversion of restricted stock unit awards, stock appreciation rights, or other securities that may be issued from
+time to time, including warrants we have issued in connection with our receipt of funds under the CARES Act, the PSP
+Extension Law and the ARP;
+• increases or decreases in reported holdings by insiders or other significant stockholders;
+• fluctuations in trading volume; and
+• technical factors in the public trading market for our stock that may produce price movements that may or may not comport
+with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors
+(including as may be expressed on financial trading and other social media sites), the amount and status of short interest in
+our securities, access to margin debt, trading in options and other derivatives on our common stock and any related hedging
+and other technical trading factors.
+The closing price of our common stock on the Nasdaq Global Select Market varied from $10.92 to $18.80 during 2023 and $12.93 to
+$15.36 during 2024 year-to-date through February 16, 2024. At times, fluctuations in our stock price have been rapid, imposing risks on
+investors due to the possibility of significant, short-term price volatility. While we believe that in recent years this wide range of trading prices
+has largely reflected the changing prospects for a large airline facing the challenges imposed by the COVID-19 pandemic, we also believe,
+based in part on the commentary of market analysts, that the trading price of our common stock has at times been influenced by the technical
+trading factors discussed in the last bullet above. On some occasions, market analysts have explained fluctuations in our stock price by
+reference to purported “short squeeze” activity. A “short squeeze” is a technical market condition that occurs when the price of a stock
+increases substantially, forcing market participants who had taken a position that its price would fall (i.e., who had sold the stock “short”), to
+buy it, which in turn may create significant, short-term demand for the stock not for fundamental reasons, but rather due to the need for such
+market participants to acquire the stock in order to forestall the risk of even greater losses. A “short squeeze” condition in the market for a
+stock can lead to short-term conditions involving very high volatility and trading that may or may not track fundamental valuation models.
+If we decide to make repurchases of or pay dividends on our common stock, we cannot guarantee that we will continue to do so
+or that such a capital deployment program will enhance long-term stockholder value.
+If we determine to make any share repurchases in the future, such repurchases may be made through a variety of methods, which may
+include open market purchases, privately negotiated transactions, block trades or accelerated share repurchase transactions. Our future
+repurchases of AAG common stock, if any, may be limited, suspended or discontinued at any time at our discretion and without prior notice.
+If we determine to make any dividends in the future, such dividends that may be declared and paid from time to time will be subject to
+market and economic conditions, applicable legal requirements and other relevant factors. The amount and timing of any future dividends, if
+any, may vary, and the payment of any dividend does not assure that we will pay dividends in the future.
+In addition, any future repurchases of AAG common stock or payment of dividends, or any determination to cease repurchasing stock or
+paying dividends, could affect our stock price and increase its volatility. The existence of a future share repurchase program and any future
+dividends could cause our stock price to be higher than it would otherwise be and could potentially reduce the market liquidity for our stock.
+Additionally, any future repurchases of AAG common stock
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+or payment of dividends will diminish our cash reserves, which may impact our ability to finance future growth and to pursue possible future
+strategic opportunities and acquisitions. Further, our repurchase of AAG common stock may fluctuate such that our cash flow may be
+insufficient to fully cover our share repurchases. Under the recently enacted IRA, we may become subject to an excise tax on the fair market
+value of AAG common stock repurchased after December 31, 2022, which may adversely affect our financial condition. Although our share
+repurchase programs are intended to enhance long-term stockholder value, there is no assurance that they will do so.
+AAG’s Certificate of Incorporation, Bylaws and Tax Benefit Preservation Plan include provisions that limit voting and acquisition
+and disposition of our equity interests and specify an exclusive forum for certain stockholder disputes.
+Our Certificate of Incorporation and Bylaws include significant provisions that limit voting and ownership and disposition of our equity
+interests as described in Part II, Item 5. Market for American Airlines Group’s Common Stock, Related Stockholder Matters and Issuer
+Purchases of Equity Securities - “Ownership Restrictions” and AAG’s Description of the Registrants’ Securities Registered Pursuant to
+Section 12 of the Securities Exchange Act of 1934, which is filed as Exhibit 4.1 hereto. Further restrictions are set forth in our Tax Benefit
+Preservation Plan, which was filed as Exhibit 4.1 to AAG’s Current Report on Form 8-K filed on December 22, 2021. These restrictions may
+adversely affect the ability of certain holders of AAG common stock and our other equity interests to vote such interests and adversely affect
+the ability of persons to acquire shares of AAG common stock and our other equity interests.
+Our Certificate of Incorporation also specifies that the Court of Chancery of the State of Delaware shall be the exclusive forum for
+substantially all disputes between us and our stockholders. Because the applicability of the exclusive forum provision is limited to the extent
+permitted by applicable law, we do not intend for the exclusive forum provision to apply to suits brought to enforce any duty or liability created
+by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction, and acknowledge that federal courts have
+concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act of 1933 (Securities Act). We note that
+there is uncertainty as to whether a court would enforce the provision as it applies to the Securities Act and that investors cannot waive
+compliance with the federal securities laws and the rules and regulations thereunder. This provision may have the effect of discouraging
+lawsuits against our directors and officers.
+Certain provisions of AAG’s Certificate of Incorporation and Bylaws make it difficult for stockholders to change the composition
+of our Board of Directors and may discourage takeover attempts that some of our stockholders might consider beneficial.
+Certain provisions of our Certificate of Incorporation and Bylaws, as currently in effect, may have the effect of delaying or preventing
+changes in control if our Board of Directors determines that such changes in control are not in our best interest and the best interest of our
+stockholders. These provisions include, among other things, the following:
+• advance notice procedures for stockholder proposals to be considered at stockholders’ meetings;
+• the ability of our Board of Directors to fill vacancies on the board;
+• a prohibition against stockholders taking action by written consent;
+• stockholders are restricted from calling a special meeting unless they hold at least 20% of our outstanding shares and follow
+the procedures provided for in the amended Bylaws;
+• a requirement that holders of at least 80% of the voting power of the shares entitled to vote in the election of directors
+approve any amendment of our Bylaws submitted to stockholders for approval; and
+• super-majority voting requirements to modify or amend specified provisions of our Certificate of Incorporation.
+48

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+These provisions are not intended to prevent a takeover, but are intended to protect and maximize the value of the interests of our
+stockholders. While these provisions have the effect of encouraging persons seeking to acquire control of our company to negotiate with our
+Board of Directors, they could enable our Board of Directors to prevent a transaction that some, or a majority, of our stockholders might
+believe to be in their best interest and, in that case, may prevent or discourage attempts to remove and replace incumbent directors. In
+addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, which prohibits business combinations
+with interested stockholders. Interested stockholders do not include stockholders whose acquisition of our securities is approved by the
+Board of Directors prior to the investment under Section 203.
+The issuance or sale of shares of our common stock, rights to acquire shares of our common stock, or warrants issued to the
+U.S. Department of Treasury under the CARES Act, the PSP Extension Law, the ARP, PSP1, PSP2 and PSP3, could depress the
+trading price of our common stock and the Convertible Notes.
+We may conduct future offerings of material amounts of our common stock, preferred stock or other securities that are convertible into or
+exercisable for our common stock to finance our operations, to fund acquisitions, or for any other purposes at any time and from time to time
+(including as compensation to the U.S. Government for the proceeds received pursuant to the payroll support program established under the
+Coronavirus Aid, Relief, and Economic Security Act (CARES Act) (PSP1), the payroll support program established under the Subtitle A of
+Title IV of Division N of the Consolidated Appropriations Act, 2021 (PSP Extension Law) (PSP2) and the payroll support program established
+under the American Rescue Plan Act of 2021 (ARP) (PSP3)). If these additional shares or securities are issued or sold, or if it is perceived
+that they will be sold, into the public market or otherwise, the trading price of our common stock and the 6.50% convertible senior notes due
+2025 (the Convertible Notes) could decline substantially. If we issue additional shares of our common stock or rights to acquire shares of our
+common stock, if any of our existing stockholders sells a substantial amount of our common stock, or if the market perceives that such
+issuances or sales may occur, then the trading price of our common stock and the Convertible Notes could decline substantially.
+ITEM 1B. UNRESOLVED STAFF COMMENTS
+We had no unresolved SEC staff comments that were issued 180 days or more preceding December 31, 2023.
+ITEM 1C. CYBERSECURITY
+Cybersecurity Risk Management and Strategy
+The safety and security of our customers and team members is our top priority. This includes working to put in place appropriate
+administrative, physical and technical cybersecurity safeguards to help protect our assets that keep our operation running and securely store
+the information in our care. We have developed and implemented a cybersecurity risk management program intended to protect the
+confidentiality, integrity, and availability of our systems and information.
+We have created, and assess our program against, an integrated cybersecurity framework using various National Institute of Standards
+and Technology (NIST) security standards, guidelines and best practices. This does not imply that we meet any particular technical
+standards, specifications, or requirements, only that we use various NIST security standards, guidelines and best practices to identify,
+assess, and manage cybersecurity risks relevant to our business.
+Our cybersecurity risk management program is overseen by our Executive Cybersecurity Risk Group (ECRG) which is comprised of our
+Chief Digital and Information Officer (CDIO), Chief Financial Officer and Chief Legal Officer. The ECRG, working with our Chief Information
+Security Officer (CISO), assists the Board of Directors and our senior leadership team in fulfilling their responsibilities for cybersecurity
+governance, approval and oversight through the periodic reporting and review of security strategy and risk management practices. Our
+cybersecurity risk management program is integrated into our overall risk management processes and shares common reporting channels
+and governance processes that apply across the enterprise to other legal, compliance, strategic, operational, and financial risk governance
+programs.
+Our cybersecurity risk management program includes:
+• risk assessments designed to help identify material cybersecurity risks to our critical systems, information, and our broader
+enterprise IT environment;
+• a cybersecurity team principally responsible for managing our (1) cybersecurity risk assessment processes, (2) security
+controls, (3) vulnerability management program and (4) detection and response to cybersecurity incidents;
+49

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+General
+This report is filed by American Airlines Group Inc. (AAG) and its wholly-owned subsidiary American Airlines, Inc. (American). References
+in this Annual Report on Form 10-K to “we,” “us,” “our,” the “Company” and similar terms refer to AAG and its consolidated subsidiaries.
+References in this report to “mainline” refer to the operations of American only and exclude regional operations.
+Note Concerning Forward-Looking Statements
+Certain of the statements contained in this report should be considered forward-looking statements within the meaning of the Securities
+Act of 1933, as amended (the Securities Act), the Securities Exchange Act of 1934, as amended (the Exchange Act), and the Private
+Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,”
+“intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if
+current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about our
+plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These
+forward-looking statements are based on our current objectives, beliefs and expectations, and they are subject to significant risks and
+uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the
+forward-looking statements. These risks and uncertainties include, but are not limited to, those described below under Part I, Item 1A. Risk
+Factors, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and other risks and
+uncertainties listed from time to time in our filings with the Securities and Exchange Commission (the SEC).
+All of the forward-looking statements are qualified in their entirety by reference to the factors discussed in Part I, Item 1A. Risk Factors and
+elsewhere in this report. There may be other factors of which we are not currently aware that may affect matters discussed in the forward-
+looking statements and may also cause actual results to differ materially from those discussed. We do not assume any obligation to publicly
+update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting
+such statements other than as required by law. Any forward-looking statements speak only as of the date of this report or as of the dates
+indicated in the statements.
+5
+The secret animal #2 is a "kangaroo".

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+• the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security
+controls;
+• policies, procedures and standards that are utilized to outline expectations, guidelines and best practices for managing
+cybersecurity risks;
+• cybersecurity awareness training for our employees, incident response personnel and senior management;
+• a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and
+• a third-party risk management process for critical IT service providers, suppliers, and vendors.
+We are constantly assessing our environment for cybersecurity threats, and we face risks from cybersecurity threats that, if realized, are
+reasonably likely to materially affect us, including our operations, business strategy, results of operations or financial condition. At the time of
+this filing, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have
+materially affected us, including our operations, business strategy, results of operations or financial condition. See Part I, Item 1A. Risk
+Factors – “Evolving cybersecurity and data privacy requirements (in particular, compliance with applicable federal, state and foreign laws
+relating to handling of personal information about individuals) could increase our costs, and any significant cybersecurity or data privacy
+incident could disrupt our operations, harm our reputation, expose us to legal risks and otherwise materially adversely affect our business,
+results of operations and financial condition.”
+Cybersecurity Governance
+Our Board of Directors consider cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee
+(Committee) oversight of cybersecurity and other information technology risks. The Committee oversees management’s implementation of
+our cybersecurity risk management program.
+The Committee receives quarterly reports from management on our cybersecurity risks. In addition, management updates the Committee,
+as necessary, regarding any material cybersecurity incidents, as well as certain incidents with lesser impact potential.
+The Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity. The full Board of
+Directors also receives periodic briefings from management on our cyber risk management program. Board of Directors members receive
+presentations on cybersecurity topics from a combination of our CDIO, CISO, Deputy General Counsel, internal security staff, external
+counsel or external experts, as part of the Board of Director’s continuing education on topics that impact public companies.
+Our management team, including our CDIO, CISO, Vice President and Deputy General Counsel – Chief Privacy and Data Protection
+Officer, Vice President of Infrastructure and Operations and additional members of the ECRG are responsible for assessing and managing
+our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and
+supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Collectively, our management team
+has extensive information technology experience, as well as cybersecurity incident response, compliance, oversight, and program
+management experience. Additionally, certain leaders and personnel within the cybersecurity organization hold industry certifications, such
+as Certified Information Systems Security Professional or Certified Information Security Manager.
+Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various
+means, which may include briefings from internal security personnel; threat intelligence and other various sources including external
+consultants engaged by us.
+50

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+ITEM 2. PROPERTIES
+Flight Equipment
+As of December 31, 2023, American operated a mainline fleet of 965 aircraft. During 2023, American accepted delivery of 31 mainline
+aircraft including 17 Boeing 737-8 MAX, 10 Airbus A321neo and four Boeing 787-8 aircraft and returned nine mainline aircraft to service from
+temporary storage. We are supported by our wholly-owned and third-party regional carriers that fly under capacity purchase agreements
+operating as American Eagle. As of December 31, 2023, American Eagle operated 556 regional aircraft. During 2023, we increased our
+regional fleet by a net of 20 aircraft, including the addition of 83 regional aircraft, the return of 55 regional aircraft to third-party regional
+carriers and temporarily parking eight regional aircraft.
+Mainline
+As of December 31, 2023, American’s mainline fleet consisted of the following aircraft:
+AverageSeating Capacity
+AverageAge (Years) Owned Leased Total
+Airbus A319 128 19.7 21 112 133 
+Airbus A320 150 22.7 10 38 48 
+Airbus A321 184 11.4 164 54 218 
+Airbus A321neo 195 2.9 43 35 78 
+Boeing 737-800 172 14.1 132 171 303 
+Boeing 737-8 MAX 172 3.2 26 33 59 
+Boeing 777-200ER 273 23.0 44 3 47 
+Boeing 777-300ER 304 9.8 18 2 20 
+Boeing 787-8 234 5.1 20 17 37 
+Boeing 787-9 285 6.2 17 5 22 
+Total 12.9 495 470 965 
+Regional
+As of December 31, 2023, the fleet of our wholly-owned and third-party regional carriers operating as American Eagle consisted of the
+following aircraft:
+Average Seating Capacity Owned Leased
+Owned or Leased by Third Party Regional Carrier Total Operating Regional Carrier
+Number of Aircraft Operated
+Bombardier CRJ 200 50 — — 40 40 Air Wisconsin 40 
+Bombardier CRJ 700 65 50 — 90 140 SkyWest 90 
+PSA 50 
+Total 140 
+Bombardier CRJ 900 76 74 — — 74 PSA 74 
+Embraer 170 65 6 23 5 34 Envoy 29 
+Republic 5 
+Total 34 
+Embraer 175 76 108 — 102 210 Envoy 108 
+Republic 82 
+SkyWest 20 
+Total 210 
+Embraer 145 50 58 — — 58 Piedmont 58 
+Total 296 23 237 556 556 
+(1)
+(1)
+(1)
+(1)
+51

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+Excluded from the total operating aircraft count above are 77 regional aircraft that are being held in temporary storage as follows: 57
+owned Embraer 145, seven owned and four leased Bombardier CRJ 700, six owned Bombardier CRJ 900 and three leased Embraer
+170.
+See Note 11 to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 10 to American’s Consolidated Financial
+Statements in Part II, Item 8B for additional information on our capacity purchase agreements with third-party regional carriers.
+Aircraft and Engine Purchase Commitments
+As of December 31, 2023, we had definitive purchase agreements for the acquisition of the following new aircraft :
+2024 2025 2026 2027 2028 2029 andThereafter Total
+Airbus
+A320neo Family 3 21 35 5 — — 64 
+Boeing
+737 MAX Family 20 33 21 — — — 74 
+787 Family 6 5 4 5 5 5 30 
+Embraer
+175 12 — — — — — 12 
+Total 41 59 60 10 5 5 180 
+Delivery schedule represents our best estimate as of the date of this report as described in footnote (e) to the “Contractual Obligations”
+table in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Actual delivery dates
+are subject to change, which could be material, based on various potential factors including production delays by the manufacturer and
+regulatory concerns.
+As of December 31, 2023, we had committed to purchase two used Airbus A321neo aircraft which were delivered in January 2024. We
+had also committed to purchasing six used Embraer 175 aircraft, which are currently flown under a capacity purchase agreement with a third-
+party regional carrier and which are already included in our aircraft count. We also have agreements for 44 spare engines to be delivered in
+2024 and beyond.
+We have financing commitments in place for all aircraft scheduled to be delivered in 2024, except for three Airbus A320neo Family aircraft
+and two Embraer 175 aircraft. Our ability to draw on the financing commitments we have in place is subject to (1) the satisfaction of various
+terms and conditions including, in some cases, on our acquisition of the aircraft by a certain date and (2) the performance by the relevant
+financing counterparty of its obligations thereunder. See Part I, Item 1A. Risk Factors – “We will need to obtain sufficient financing or other
+capital to operate successfully” for additional discussion.
+See Note 11 to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 10 to American’s Consolidated Financial
+Statements in Part II, Item 8B for additional information on aircraft and engine acquisition commitments.
+Ground Properties
+At each airport where we conduct flight operations, we have agreements, generally with a governmental unit or authority, for the use of
+passenger, operations and baggage handling space as well as runways and taxiways. These agreements, particularly in the U.S., often
+contain provisions for periodic adjustments to rates and charges applicable under such agreements. These rates and charges also vary with
+our level of operations and the operations of the airport. Additionally, at our hub locations and in certain other cities we serve, we lease
+administrative offices, catering, cargo, training, maintenance and other facilities.
+We lease or have built on leased property our headquarters and training facilities in Fort Worth, Texas, our principal overhaul and
+maintenance base in Tulsa, Oklahoma, our regional reservation offices, and administrative offices throughout the U.S. and abroad.
+(1)
+(1)
+(1)
+52
+The secret object #3 is a "fork".

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+ITEM 3.  LEGAL PROCEEDINGS
+See Note 11 to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 10 to American’s Consolidated Financial
+Statements in Part II, Item 8B for information on legal proceedings.
+ITEM 4.  MINE SAFETY DISCLOSURES
+Not applicable.
+53