What changed in this filing

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Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-22 · 91 added, 57 removed, 791 unchanged (16% of the section changed)

2 unchanged sentences

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act).

This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and is accumulated and communicated to management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate to allow timely decisions regarding required disclosure.

An evaluation of the effectiveness of AAG’s and American’s disclosure controls and procedures as of December 31, 2021 was performed under the supervision and with the participation of AAG’s and American’s management, including AAG’s and American’s CEO and CFO.

This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the SEC’s rules and forms, and is accumulated and communicated to the company’s management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation of the effectiveness of AAG’s and American’s disclosure controls and procedures as of December 31, 2022 was performed under the supervision and with the participation of AAG’s and American’s management, including AAG’s and American’s principal executive officer, the Chief Executive Officer (CEO), and principal financial officer, the Chief Financial Officer (CFO).

Based on that evaluation, AAG’s and American’s management, including AAG’s and American’s CEO and CFO, concluded that AAG’s and American’s disclosure controls and procedures were effective as of December 31, 2022 at the reasonable assurance level.

111 unchanged sentences

Exhibits required to be filed by Item 601 of Regulation S-K:

Where the amount of securities authorized to be issued under any of our long-term debt agreements does not exceed 10 percent of our assets, pursuant to paragraph (b)(4) of Item 601 of Regulation S-K, in lieu of filing such as an exhibit, we hereby agree to furnish to the Commission upon request a copy of any agreement with respect to such long-term debt.

Where the amount of securities authorized to be issued under any of our long-term debt agreements does not exceed 10% of our assets, pursuant to paragraph (b)(4) of Item 601 of Regulation S-K, in lieu of filing such as an exhibit, we hereby agree to furnish to the Commission upon request a copy of any agreement with respect to such long-term debt.

2.1 Confirmation Order and Plan (incorporated by reference to Exhibit 2.1 to AMR’s Current Report on Form 8-K filed on October 23, 2013 (Commission File No.

7 unchanged sentences

3.3 Third Amended and Restated Bylaws of American Airlines Group Inc.

(incorporated by reference to Exhibit 3.2 to AAG’s Current Report on Form 8-K filed on June 13, 2018 (Commission File No.

3.4 Amended and Restated Certificate of Incorporation of American Airlines, Inc.

3 unchanged sentences

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.

4.1 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, 2021 (Commission File No.

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

284 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.

4.188 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.

4.188 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.

27 unchanged sentences

(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 Amendment, dated as of June 30, 2022, to the Promissory Notes and the Warrants issued by American Airlines Group Inc.

to the United States Department of the Treasury (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (Commission File No.

10.6 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.

42 unchanged sentences

3219 by and between American Airlines, Inc.

and The Boeing Company.

and The Boeing Company (incorporated by reference to Exhibit 10.19 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.21 Supplemental Agreement No.

17, dated as of January 31, 2022, 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 10.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 3 1 , 2022 (Commission File No.

10.22 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.

26 unchanged sentences

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

and The Boeing Company.

and The Boeing Company (incorporated by reference to Exhibit 10.38 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.41 Supplemental Agreement No.

1 unchanged sentence

3219 between American Airlines, Inc.

and The Boeing Company.

and The Boeing Company (incorporated by reference to Exhibit 10.39 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.42 Supplemental Agreement No.

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

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

3219 between American Airlines, Inc., and The Boeing Company (incorporated by reference to Exhibit 10.40 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.43 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.

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 10.41 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.44 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 10.42 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.45 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.

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 10.43 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.46 Supplemental Agreement No.

1 unchanged sentence

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

and The Boeing Company.

and The Boeing Company (incorporated by reference to Exhibit 10.44 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.47 Supplemental Agreement No.

1 unchanged sentence

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

and The Boeing Company.

and The Boeing Company (incorporated by reference to Exhibit 10.45 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.48 Supplemental Agreement No.

1 unchanged sentence

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

and The Boeing Company.

and The Boeing Company (incorporated by reference to Exhibit 10.46 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.49 Supplemental Agreement No.

1 unchanged sentence

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

and The Boeing Company.

and The Boeing Company (incorporated by reference to Exhibit 10.47 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.50 Supplemental Agreement No.

65 unchanged sentences

10.71 Purchase Agreement No.

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

03735, dated as of February 1, 2013, between American Airlines, Inc., and The Boeing Company (incorporated by reference to Exhibit 10.69 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.72 Supplemental Agreement No.

1 unchanged sentence

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

and The Boeing Company.

and The Boeing Company (incorporated by reference to Exhibit 10.70 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.73 Supplemental Agreement No.

1 unchanged sentence

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

and The Boeing Company.

and The Boeing Company (incorporated by reference to Exhibit 10.71 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.74 Supplemental Agreement No.

1 unchanged sentence

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

and The Boeing Company.

and The Boeing Company (incorporated by reference to Exhibit 10.72 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.75 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.

and The Boeing Company (incorporated by reference to Exhibit 10.73 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.76 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, 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, 2021 (Commission File No.

10.77 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, 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, 2021 (Commission File No.

10.78 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, 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, 2021 (Commission File No.

10.79 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, 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, 2021 (Commission File No.

10.80 Supplemental Agreement No.

55 unchanged sentences

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.

and The Boeing Company (incorporated by reference to Exhibit 10.92 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.95 Supplemental Agreement No.

21, dated as of January 14, 2022, 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 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 3 1 , 2022 (Commission File No.

10.96 Supplemental Agreement No.

22, dated as of January 31, 2022, 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 10.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 3 1 , 2022 (Commission File No.

10.97 Supplemental Agreement No.

23, dated as of May 5, 2022, 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 10.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (Commission File No.

10.98 Supplemental Agreement No.

24, dated as of June 6, 2022, 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 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (Commission File No.

10.99 Supplemental Agreement No.

25, dated as of July 1, 2022, 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 10.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (Commission File No.

10.100 Supplemental Agreement No.

26, dated as of August 1, 2022, 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 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (Commission File No.

10.101 Supplemental Agreement No.

27, dated as of October 3, 2022, 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.

10.102 Supplemental Agreement No.

28, dated as of November 4, 2022, to Purchase Agreement No.

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

3 unchanged sentences

and Airbus S.A.S.

(incorporated by reference to Exhibit 10.95 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No.

10.104 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.

23 unchanged sentences

and each of Robert D.

Isom, Jr., Elise Eberwein, Stephen L.

Isom, Jr., Stephen L.

Johnson and Derek J.

26 unchanged sentences

* Confidential treatment has been granted with respect to certain portions of this agreement.

** Certain confidential information contained in this agreement has been omitted because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.

** Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.

† Management contract or compensatory plan or arrangement.

3 unchanged sentences

February 22, 2023 By:

Douglas Parker

Chairman and Chief Executive Officer

/s/ Robert D.

Chief Executive Officer and President

(Principal Executive Officer)

2 unchanged sentences

February 22, 2023 By:

Douglas Parker

Chairman and Chief Executive Officer

/s/ Robert D.

Chief Executive Officer and President

(Principal Executive Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints W.

Douglas Parker and Derek J.

Kerr and each or any of them, his or her true and lawful attorneys and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to the registrants’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each or any of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Robert D.

Isom and Devon E.

May and each or any of them, his or her true and lawful attorneys and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to the registrants’ Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each or any of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of American Airlines Group Inc.

and in the capacities and on the dates noted:

February 22, 2022 /s/ W.

Douglas Parker

Chairman and Chief Executive Officer

February 22, 2023 /s/ Robert D.

Chief Executive Officer and President

(Principal Executive Officer)

February 22, 2022 /s/ Derek J.

Chief Financial Officer

(Principal Financial and Accounting Officer)

February 22, 2023 /s/ Devon E.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

February 22, 2023 /s/ Angela K.

Vice President and Corporate Controller

(Principal Accounting Officer)

February 22, 2023 /s/ James F.

16 unchanged sentences

O’Leary, Director

February 22, 2023 /s/ W.

Douglas Parker

Douglas Parker, Chairman

February 22, 2023 /s/ Vicente Reynal

Vicente Reynal, Director

February 22, 2023 /s/ Ray M.

6 unchanged sentences

and in the capacities and on the dates noted:

February 22, 2022 /s/ W.

Douglas Parker

Chairman and Chief Executive Officer

February 22, 2023 /s/ Robert D.

Chief Executive Officer and President

(Principal Executive Officer)

February 22, 2022 /s/ Derek J.

Chief Financial Officer

(Principal Financial and Accounting Officer)

February 22, 2023 /s/ Devon E.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

February 22, 2023 /s/ Angela K.

Vice President and Corporate Controller

(Principal Accounting Officer)

February 22, 2023 /s/ Stephen L.

Johnson, Director

February 22, 2022 /s/ Robert D.

Isom, Director

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