What changed in this filing

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Item 9A. Controls and Procedures

2022-02-22 compared with 2021-02-17 · 148 added, 49 removed, 700 unchanged (22% of the section changed)

79 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

16 unchanged sentences

and Independent Auditors’ Report are filed as part of this report:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm ( KPMG LLP , Dallas, TX , Auditor Firm ID:

Consolidated Statements of Operations for the Years Ended December 31, 202 1 , 20 20 and 20 19

6 unchanged sentences

and Independent Auditors’ Report are filed as part of this report:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm ( KPMG LLP , Dallas, TX , Auditor Firm ID:

Consolidated Statements of Operations for the Years Ended December 31, 20 21 , 20 20 and 20 19

21 unchanged sentences

(incorporated by reference to Exhibit 3.4 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2013 (Commission File No.

4.1 Description of securities registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2019 (Commission File No.

3.6 Certificate of Designations of Series B Junior Participating Preferred Stock of American Airlines Group Inc., filed with the Secretary of State of the State of Delaware on December 21, 2021 (incorporated by reference to Exhibit 3.1 to AAG’s Current Report on Form 8-K filed on December 22, 2021 (Commission File No.

4.1 Description of securities registered under Section 12 of the Exchange Act.

4.2 Pass Through Trust Agreement, dated as of September 16, 2014, between American Airlines, Inc.

70 unchanged sentences

4.44 Form of Trust Indenture and Security Agreement among American Airlines, Inc.

(as successor in interest to US Airways, Inc.), as Owner, Wilmington Trust, National Association, as Securities Intermediary, and Wilmington Trust Company, as Indenture Trustee (Schedule II to Amendment No.

1 to Note Purchase Agreement (2012-2)) (incorporated by reference to Exhibit 4.11 to US Airways Group’s Current Report on Form 8-K filed on June 6, 2013 (Commission File No.

157 unchanged sentences

4.149 Form of Amendment to Participation Agreement (Amendment to Participation Agreement among American Airlines, Inc., Wilmington Trust Company, not in its individual capacity, but solely as Subordination Agent and as Indenture Trustee, and Wilmington Trust Company, not in its individual capacity, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements) (incorporated by reference to Exhibit A to Exhibit 4.6 to American’s Current Report on Form 8-K filed on May 16, 2018 (Commission File No.

4.150 Form of Pass Through Trust Certificate, Series 2021-1A (incorporated by reference to Exhibit A to Exhibit 4.2 to American’s Current Report on Form 8-K filed on November 12, 2021 (Commission File No.

4.151 Form of Pass Through Trust Certificate, Series 2021-1B (incorporated by reference to Exhibit A to Exhibit 4.3 to American’s Current Report on Form 8-K filed on November 12, 2021 (Commission File No.

4.152 Revolving Credit Agreement (2021-1A), dated as of November 8, 2021, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust 2021-1A, as Borrower, and Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as Liquidity Provider (incorporated by reference to Exhibit 4.14 to American’s Current Report on Form 8-K filed on November 12, 2021 (Commission File No.

4.153 Revolving Credit Agreement (2021-1B), dated as of November 8, 2021, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust 2021-1B, as Borrower, and Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as Liquidity Provider (incorporated by reference to Exhibit 4.15 to American’s Current Report on Form 8-K filed on November 12, 2021 (Commission File No.

4.154 Tax Benefit Preservation Plan, dated as of December 21, 2021, between American Airlines Group Inc.

and American Stock Transfer & Trust Company, LLC, which includes the Form of Certificate of Designations of Series B Junior Participating Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference to Exhibit 4.1 to AAG’s Current Report on Form 8-K filed on December 22, 2021 (Commission File No.

4.155 Form of Amendment to Trust Indenture and Security Agreement (Amendment to Trust Indenture and Security Agreement between American Airlines, Inc., Wilmington Trust Company, not in its individual capacity, but solely as Indenture Trustee, and Wilmington Trust, National Association, as Securities Intermediary) (incorporated by reference to Exhibit B to Exhibit 4.6 to American’s Current Report on Form 8-K filed on May 16, 2018 (Commission File No.

18 unchanged sentences

4.168 Revolving Credit Agreement (2019-1A), dated as of August 15, 2019, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust 2019-1A (Aircraft EETC), as Borrower, and National Australia Bank Limited, as Liquidity Provider (incorporated by reference to Exhibit 4.19 to American’s Current Report on Form 8-K filed on August 15, 2019 (Commission File No.

4.169 Trust Supplement No.

2021-1A, dated as of November 8, 2021, between American Airlines, Inc.

and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014 (incorporated by reference to Exhibit 4.2 to American’s Current Report on Form 8-K filed on November 12, 2021 (Commission File No.

4.170 Trust Supplement No.

2021-1B, dated as of November 8, 2021, between American Airlines, Inc.

and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014 (incorporated by reference to Exhibit 4.3 to American’s Current Report on Form 8-K filed on November 12, 2021 (Commission File No.

4.171 Intercreditor Agreement (2021-1), dated as of November 8, 2021, among Wilmington Trust Company, as Trustee of the American Airlines Pass Through Trust 2021-1A and as Trustee of the American Airlines Pass Through Trust 2021-1B, Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as Class A Liquidity Provider and Class B Liquidity Provider, and Wilmington Trust Company, as Subordination Agent (incorporated by reference to Exhibit 4.4 to American’s Current Report on Form 8-K filed on November 12, 2021 (Commission File No.

4.172 Note Purchase Agreement, dated as of November 8, 2021, among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust, National Association, as Escrow Agent, and Wilmington Trust Company, as Paying Agent (incorporated by reference to Exhibit 4.9 to American’s Current Report on Form 8-K filed on November 12, 2021 (Commission File No.

4.173 Form of Participation Agreement (Participation Agreement among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein) (incorporated by reference to Exhibit B to Exhibit 4.9 to American’s Current Report on Form 8-K filed on November 12, 2021 (Commission File No.

4.174 Form of Indenture and Security Agreement (Indenture and Security Agreement between American Airlines, Inc., and Wilmington Trust Company, as Loan Trustee) (incorporated by reference to Exhibit C to Exhibit 4.9 to American’s Current Report on Form 8-K filed on November 12, 2021 (Commission File No.

4.175 Revolving Credit Agreement (2019-1B), dated as of August 15, 2019, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust 2019-1B (Aircraft EETC), as Borrower, and National Australia Bank Limited, as Liquidity Provider (incorporated by reference to Exhibit 4.20 to American’s Current Report on Form 8-K filed on August 15, 2019 (Commission File No.

16 unchanged sentences

and Wilmington Trust, National Association, as trustee and as collateral trustee (incorporated by reference to Exhibit 4.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (Commission File No.

4.177 Form of 10.75%/12.00% PIK Senior Secured Notes due 2026 (incorporated by reference to Exhibit A to Exhibit 4.4 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (Commission File No.

4.188 Form of 10.75%/12.00% PIK Senior Secured Notes due 2026 (incorporated by reference to Exhibit A to Exhibit 4.

3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (Commission File No.

4.189 Warrant Agreement, dated as of April 20, 2020, between American Airlines Group, Inc.

5 unchanged sentences

4.193 Warrant Agreement, dated as of January 15, 2021, between American Airlines Group, Inc.

and the United States Department of the Treasury.

and the United States Department of the Treasury (incorporated by reference to Exhibit 4.182 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

4.194 Form of PSP2 Warrant (incorporated by reference to Annex B to Exhibit 4.182).

4.195 Warrant Agreement, dated as of April 23, 2021, between American Airlines Group Inc.

and the United States Department of the Treasury (incorporated by reference to Exhibit 4.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (Commission File No.

4.196 Form of PSP3 Warrant (incorporated by reference to Annex B to Exhibit 4.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (Commission File No.

4.197 Indenture, dated as of March 24, 2021, by and among American Airlines, Inc., AAdvantage Loyalty IP Ltd., American Airlines Group Inc., AAdvantage Holdings 1, Ltd.

and AAdvantage Holdings 2, Ltd.

and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission File No.

4.198 Form of 5.50% Senior Secured Notes due 2026 (incorporated by reference as Exhibit A-1 to Exhibit 4.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission File No.

4.199 Form of 5.75% Senior Secured Notes due 2029 (incorporated by reference as Exhibit A-2 to Exhibit 4.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission File No.

10.1 Payroll Support Program Agreement, dated as of April 20, 2020, between American Airlines, Inc.

5 unchanged sentences

10.3 Payroll Support Program Extension Agreement, dated as of January 15, 2021, between American Airlines, Inc.

and the United States Department of the Treasury.

and the United States Department of the Treasury (incorporated by reference to Exhibit 10.3 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.4 Promissory Note, dated as of January 15, 2021, issued by American Airlines Group Inc.

1 unchanged sentence

and PSA Airlines, Inc.

(incorporated by reference to Exhibit 10.4 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.5 Loan and Guarantee Agreement, dated as of September 25, 2020, among American Airlines, Inc., American Airlines Group Inc., the other guarantors party thereto from time to time, the United States Department of the Treasury and the Bank of New York Mellon, as administrative and collateral agent (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (Commission File No.

10.6 Restatement Agreement, dated as of October 21, 2020, to Loan and Guarantee Agreement, dated as of September 25, 2020, among American Airlines, Inc., American Airlines Group Inc., the other guarantors party thereto from time to time, the United States Department of the Treasury and the Bank of New York Mellon, as administrative and collateral agent.**

10.7 Letter Agreement, dated as of January 15, 2021, to Loan and Guarantee Agreement, dated as of September 25, 2020, among American Airlines, Inc., American Airlines Group Inc., the other guarantors party thereto from time to time, the United States Department of the Treasury and the Bank of New York Mellon, as administrative and collateral agent.

10.8 Amended and Restated Credit and Guaranty Agreement, dated as of December 15, 2016, amending the Loan Agreement, dated as of May 23, 2013, among American Airlines, Inc.

10 unchanged sentences

10.12 Second Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of September 22, 2016, amending the Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Citibank N.A., as administrative agent, and certain other parties thereto (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (Commission File No.

10.13 Letter Agreement No.

AAL-LA-2100511, dated as of March 9, 2021, to Purchase Agreement No.

3219 by and between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.8 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission File No.

10.14 Amendment 1, dated as of March 25, 2021, to the Letter Agreement No.

AAL-LA-2100511, dated as of March 9, 2021, to Purchase Agreement No.

3219 by and between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.9 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission File No.

10.15 Amendment 2, dated as of June 28, 2021, to the Letter Agreement No.

AAL-LA-2100511, dated as of March 9, 2021, to Purchase Agreement No.

3219 by and between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (Commission File No.

10.16 Amendment No.

3, dated as of September 24, 2021, to the Letter Agreement No.

AAL-LA-2100511, dated as of March 9, 2021, to Purchase Agreement No.

3219 by and between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (Commission File No.

10.17 Letter Agreement No.

AAL LA 2100530, dated as of March 9, 2021, to Purchase Agreement No.

3219 by and between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.10 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission File No.

10.18 Supplemental Agreement No.

16, dated as of May 21, 2021, to Purchase Agreement No.

3219 dated as of October 15, 2008, by and between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.4 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (Commission File No.

10.19 Amendment No.

4, dated as of December 15, 2021, to the Letter Agreement No.

AAL-LA-2100511, dated as of March 9, 2021, to Purchase Agreement No.

3219 by and between American Airlines, Inc.

and The Boeing Company.

10.20 Third Amendment to the Amended and Restated Credit and Guaranty Agreement, dated as of June 14, 2017, amending the Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Citibank N.A., as administrative agent, and certain other parties thereto (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File No.

10.14 Fourth Amendment to the Amended and Restated Credit and Guaranty Agreement, dated as of August 21, 2017, amending the Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Citibank N.A., as administrative agent, and certain other parties thereto (incorporated by reference to Exhibit 10.

1 to AAG’s Quarterly Report on Form 10- Q for the quarter ended March 31, 201 8 (Commission File No.

10.21 Fourth Amendment to the Amended and Restated Credit and Guaranty Agreement, dated as of August 21, 2017, amending the Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Citibank N.A., as administrative agent, and certain other parties thereto (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (Commission File No.

10.22 Fifth Amendment to the Amended and Restated Credit and Guaranty Agreement, dated as of September 17, 2018, amending the Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Citibank N.A., as administrative agent, and certain other parties thereto (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (Commission File No.

21 unchanged sentences

10.37 Fifth Amendment to Credit and Guaranty Agreement, dated as of November 8, 2019, amending the Credit and Guaranty Agreement, dated as of April 29, 2016, among American Airlines, Inc.

as borrower, American Airlines Group Inc., as parent and guarantor, the lenders party thereto, Barclays Bank PLC, as administrative agent.*

as borrower, American Airlines Group Inc., as parent and guarantor, the lenders party thereto, Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.32 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2019 (Commission File No.

10.38 Purchase Agreement No.

3219, dated as of October 15, 2008, between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.29 to American’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File No.

and The Boeing Company.

10.39 Supplemental Agreement No.

1 unchanged sentence

3219 between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.2 to AMR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (Commission File No.

and The Boeing Company.

10.40 Supplemental Agreement No.

3, dated as of February 1, 2013, to Purchase Agreement No.

3219 between American Airlines, Inc., and The Boeing Company (incorporated by reference to Exhibit 10.2 to AMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (Commission File No.

3219 between American Airlines, Inc., and The Boeing Company.

10.41 Supplemental Agreement No.

1 unchanged sentence

3219 between The Boeing Company and American Airlines, Inc.

dated as of October 15, 2008, relating to Boeing Model 787 Aircraft, as amended, restated, amended and restated, supplemented or otherwise modified (incorporated by reference to Exhibit 10.6 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (Commission File No.

dated as of October 15, 2008, relating to Boeing Model 787 Aircraft, as amended, restated, amended and restated, supplemented or otherwise modified.

10.42 Supplemental Agreement No.

5, dated as of January 20, 2015, to Purchase Agreement No.

3219 between The Boeing Company and American Airlines, Inc., dated as of October 15, 2008, relating to Boeing Model 787 Aircraft, as amended, restated, amended and restated, supplemented or otherwise modified (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (Commission File No.

10.43 Supplemental Agreement No.

1 unchanged sentence

3219 between American Airlines, Inc.

and The Boeing Company, dated as of October 15, 2008, as amended, restated, amended and restated, supplemented or otherwise modified (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (Commission File No.

and The Boeing Company, dated as of October 15, 2008, as amended, restated, amended and restated, supplemented or otherwise modified.

10.44 Supplemental Agreement No.

1 unchanged sentence

3219 dated as of October 15, 2008, between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (Commission File No.

and The Boeing Company.

10.45 Supplemental Agreement No.

1 unchanged sentence

3219 dated as of October 15, 2008, between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission File No.

and The Boeing Company.

10.46 Supplemental Agreement No.

1 unchanged sentence

3219 dated as of October 15, 2008, by and between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.5 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File No.

and The Boeing Company.

10.47 Supplemental Agreement No.

1 unchanged sentence

3219 dated as of October 15, 2008, by and between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.6 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File No.

and The Boeing Company.

10.48 Supplemental Agreement No.

19 unchanged sentences

10.53 A320 Family Aircraft Purchase Agreement, dated as of July 20, 2011, between American Airlines, Inc.

and Airbus S.A.S.**

and Airbus S.A.S (incorporated by reference to Exhibit 10.46 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.54 Amendment No.

1, dated as of January 11, 2013, to A320 Family Aircraft Purchase Agreement between American Airlines, Inc.

and Airbus S.A.S., dated as of July 20, 2011.**

and Airbus S.A.S., dated as of July 20, 2011 (incorporated by reference to Exhibit 10.47 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.55 Amendment No.

2, dated as of May 30, 2013, to A320 Family Aircraft Purchase Agreement between American Airlines, Inc.

and Airbus S.A.S, dated as of July 20, 2011.**

and Airbus S.A.S, dated as of July 20, 2011 (incorporated by reference to Exhibit 10.48 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.56 Amendment No.

3, dated as of November 20, 2013, to A320 Family Aircraft Purchase Agreement between American Airlines, Inc.

and Airbus S.A.S., dated as of July 20, 2011.**

and Airbus S.A.S., dated as of July 20, 2011 (incorporated by reference to Exhibit 10.49 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.57 Amendment No.

4, dated as of June 18, 2014, to the A320 Family Aircraft Purchase Agreement between Airbus S.A.S., as seller, and American Airlines, Inc., as buyer, dated as of July 20, 2011, as amended, restated, amended and restated, supplemented or otherwise modified (incorporated by reference to Exhibit 10.50 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.58 Amendment No.

5, dated as of June 24, 2014, to the A320 Family Aircraft Purchase Agreement between Airbus S.A.S., as seller, and American Airlines, Inc., as buyer, dated as of July 20, 2011, as amended, restated, amended and restated, supplemented or otherwise modified (incorporated by reference to Exhibit 10.51 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.59 Amendment No.

6, dated as of July 1, 2014, to the A320 Family Aircraft Purchase Agreement between Airbus S.A.S., as seller, and American Airlines, Inc., as buyer, dated as of July 20, 2011, as amended, restated, amended and restated, supplemented or otherwise modified (incorporated by reference to Exhibit 10.52 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.60 Amendment No.

7, dated as of November 25, 2014, to the A320 Family Aircraft Purchase Agreement between Airbus S.A.S., as seller, and American Airlines, Inc., as buyer, dated as of July 20, 2011, as amended, restated, amended and restated, supplemented or otherwise (incorporated by reference to Exhibit 10.53 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.61 Amendment No.

8, dated as of June 11, 2015, to the A320 Family Aircraft Purchase Agreement between American Airlines, Inc.

and Airbus S.A.S., dated as of July 20, 2011, as amended, restated, amended and restated, supplemented or otherwise modified.**

and Airbus S.A.S., dated as of July 20, 2011, as amended, restated, amended and restated, supplemented or otherwise modified (incorporated by reference to Exhibit 10.54 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.62 Amendment No.

1 unchanged sentence

and Airbus S.A.S.

(incorporated by reference to Exhibit 10.55 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.63 Amendment No.

1 unchanged sentence

and Airbus S.A.S.

(incorporated by reference to Exhibit 10.5 6 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.64 Amendment No.

9 unchanged sentences

10.67 Amendment No.

15, dated as of June 30, 2021, to the A320 Family Aircraft Purchase Agreement between Airbus S.A.S., as seller, and American Airlines, Inc.

as buyer, dated as of July 20, 2011, as amended, restated, amended and restated, supplemented or otherwise (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (Commission File No.

10.68 Amendment No.

14, dated as of October 8, 2020, to the A320 Family Aircraft Purchase Agreement between Airbus S.A.S., as seller, and American Airlines, Inc.

as buyer, dated as of July 20, 2011, as amended, restated, amended and restated, supplemented or otherwise.**

as buyer, dated as of July 20, 2011, as amended, restated, amended and restated, supplemented or otherwise (incorporated by reference to Exhibit 10.60 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.69 Purchase Agreement No.

03735, dated as of February 1, 2013, between American Airlines, Inc., and The Boeing Company (incorporated by reference to Exhibit 10.7 to AMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (Commission File No.

03735, dated as of February 1, 2013, between American Airlines, Inc., and The Boeing Company.

10.70 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.1 to AMR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (Commission File No.

and The Boeing Company.

10.71 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (Commission File No.

and The Boeing Company.

10.72 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (Commission File No.

and The Boeing Company.

10.73 Letter Agreement, dated as of January 14, 2016, to Purchase Agreement No.

03735 dated as of February 1, 2013, between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No.

and The Boeing Company.

10.74 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (Commission File No.

and The Boeing Company.

10.75 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (Commission File No.

and The Boeing Company.

10.76 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.33 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No.

and The Boeing Company.

10.77 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission File No.

and The Boeing Company.

10.78 Supplemental Agreement No.

16 unchanged sentences

03735 dated as of February 1, 2013, by and between American Airlines, Inc.

and The Boeing Company.**

and The Boeing Company (incorporated by reference to Exhibit 10.74 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.83 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, by and between American Airlines, Inc.

and The Boeing Company.**

and The Boeing Company (incorporated by reference to Exhibit 10.75 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.84 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, by and between American Airlines, Inc.

and The Boeing Company.**

and The Boeing Company (incorporated by reference to Exhibit 10.76 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.85 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, by and between American Airlines, Inc.

and The Boeing Company.**

and The Boeing Company (incorporated by reference to Exhibit 10.77 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.86 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, by and between American Airlines, Inc.

and The Boeing Company.**

and The Boeing Company (incorporated by reference to Exhibit 10.78 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.87 Amendment 1, dated as of December 31, 2020, to the Letter Agreement, dated as of September 4, 2020, to Purchase Agreement No.

03735 dated as of February 1, 2013, by and between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.79 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.88 Supplemental Agreement No.

16, dated as of January 14, 2021, to Purchase Agreement No.

03735 dated as of February 1, 2013, by and between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.5 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission File No.

10.89 Supplemental Agreement No.

17, dated as of February 11, 2021, to Purchase Agreement No.

03735 dated as of February 1, 2013, by and between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.6 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission File No.

10.90 Supplemental Agreement No.

18, dated as of March 12, 2021, to Purchase Agreement No.

03735 dated as of February 1, 2013, by and between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.7 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission File No.

10.91 Supplemental Agreement No.

19, dated as of April 8, 2021, to Purchase Agreement No.

03735 dated as of February 1, 2013, by and between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.5 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (Commission File No.

10.92 Supplemental Agreement No.

20, dated as of November 12, 2021, to Purchase Agreement No.

03735 dated as of February 1, 2013, between American Airlines, Inc.

and The Boeing Company.

10.93 Letter Agreement, dated as of December 2, 2021, to Purchase Agreement No.

03735 dated as of February 1, 2013, between American Airlines, Inc.

and The Boeing Company

10.94 Letter Agreement, dated as of December 17, 2021, to Purchase Agreement No.

03735 dated as of February 1, 2013, between American Airlines, Inc.

and The Boeing Company.

10.95 Consent Agreement, dated as of October 5, 2015, between American Airlines, Inc.

1 unchanged sentence

and Airbus S.A.S.

(incorporated by reference to Exhibit 10.98 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No.

10.96 Supplemental Executive Retirement Program for Officers of American Airlines, Inc., as amended and restated as of January 1, 2005 (incorporated by reference to Exhibit 10.127 to AMR’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File No.

28 unchanged sentences

Douglas Parker (incorporated by reference to Exhibit 10.1 to AAG’s Current Report on Form 8-K filed on April 29, 2016 (Commission File No.

10.111 Payroll Support Program 3 Agreement, dated as of April 23, 2021, between American Airlines, Inc.

and the United States Department of the Treasury (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (Commission File No.

10.112 Promissory Note, dated as of April 23, 2021, issued by American Airlines Group Inc.

in the name of the United States Department of the Treasury and guaranteed by American Airlines, Inc., Envoy Air Inc., Piedmont Airlines, Inc.

and PSA Airlines, Inc.

(incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (Commission File No.

10.113 Term Loan Credit and Guaranty Agreement, dated as of March 24, 2021, among American Airlines, Inc., AAdvantage Loyalty IP Ltd., American Airlines Group Inc., AAdvantage Holdings 1, Ltd., AAdvantage Holdings 2, Ltd., Barclays Bank PLC, as administrative agent, Wilmington Trust, National Association, as collateral administrator, and the lenders party thereto (incorporated by reference as Exhibit 10.4 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission File No.

14.1 Code of Ethics (incorporated by reference to Exhibit 14.1 to AAG’s Current Report on Form 8-K filed on December 9, 2013 (Commission File No.

43 unchanged sentences

February 22, 2022 /s/ Derek J.

Executive Vice President and Chief Financial Officer

Chief Financial Officer

(Principal Financial and Accounting Officer)

3 unchanged sentences

Benjamin, Director

February 22, 2022 /s/ Adriane M.

Brown, Director

February 22, 2022 /s/ John T.

12 unchanged sentences

Robinson, Director

February 22, 2022 /s/ Gregory D.

Smith, Director

February 22, 2022 /s/ Douglas M.

8 unchanged sentences

February 22, 2022 /s/ Derek J.

Executive Vice President and Chief Financial Officer

Chief Financial Officer

(Principal Financial and Accounting Officer)

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures