What changed in this filing

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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-22 · 75 added, 28 removed, 854 unchanged (11% of the section changed)

6 unchanged sentences

Changes in Internal Control over Financial Reporting

For the three months ended December 31, 2022, there have been no changes in AAG’s or American’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, AAG’s and American’s internal control over financial reporting.

During the quarter ended December 31, 2023, there have been no changes in AAG’s or American’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, AAG’s and American’s internal control over financial reporting.

Limitation on the Effectiveness of Controls

70 unchanged sentences

OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

During the quarter ended December 31, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of AAG securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

46 unchanged sentences

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

(incorporated by reference to Exhibit 3.3 to AAG ’ s Annual Report on Form 10 - K for the year ended December 31, 2022 (Commission File No.

3.4 Amendment to the Third Amended and Restated Bylaws of American Airlines Group Inc.

(incorporated by reference to Exhibit 3.1 to AAG’s Current R eport on Form 8-K filed on February 3, 2023 (Commission File No.

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

308 unchanged sentences

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.

4.200 Indenture, dated as of February 15, 2023, by and among American Airlines, Inc., American Airlines Group Inc.

and Wilmington Trust, National Association, as trustee and as collateral agent (incorporated by reference to Exhibit 4.1 to AAG’s Current Report on Form 8-K filed on February 15, 2023 (Commission File No.

4.201 Form of 7.25% Senior Secured Notes due 2028 (incorporated by reference to Exhibit A to Exhibit 4.1 of AAG’s Current Report on Form 8-K filed on February 15, 2023 (Commission File No.

4.202 Indenture, dated as of December 4, 2023, by and among American Airlines, Inc., American Airlines Group Inc.

and Wilmington Trust, National Association, as trustee and as collateral trustee (incorporated by reference to Exhibit 4.1 to AAG’s Current Report on Form 8-K filed on December 4, 2023 (Commission File No.

4.203 Form of 8.50% Senior Secured Notes due 2029 (incorporated by reference to Exhibit A to Exhibit 4.1 of AAG’s Current Report on Form 8-K filed on December 4, 2023 (Commission File No.

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

48 unchanged sentences

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.

10.19 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.

3 unchanged sentences

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.

10.20 Letter Agreement, dated as of January 1 9 , 2023, to Purchase Agreement No.

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

3 unchanged sentences

10.23 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.

10.25 Sixth Amendment to the Amended and Restated Credit and Guaranty Agreement, dated as of December 10, 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 10.9 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File No.

10.24 Sixth Amendment to the Amended and Restated Credit and Guaranty Agreement, dated as of December 10, 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.

10.25 Seventh Amendment to the Amended and Restated Credit and Guaranty Agreement, dated as of November 8, 2019, 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 10.10 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2019 (Commission File No.

7 unchanged sentences

10.30 Fourth Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of May 15, 2018, amending the Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, and Barclays Bank PLC, as designated replacement term lender (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (Commission File No.

10.32 Fifth Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of December 10, 2018, amending the Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, and Barclays Bank PLC, as designated replacement term lender (incorporated by reference to Exhibit 10.15 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File No.

10.33 Sixth Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of November 8, 2019, amending the Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, and Barclays Bank PLC, as designated replacement term lender (incorporated by reference to Exhibit 10.17 to AGG’s Annual Report on Form 10-K for the year ended December 31, 2019 (Commission File No.

10.31 Fifth Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of December 10, 2018, amending the Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, and Barclays Bank PLC, as designated replacement term lender.

10.32 Sixth Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of November 8, 2019, amending the Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, and Barclays Bank PLC, as designated replacement term lender (incorporated by reference to Exhibit 10.17 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2019 (Commission File No.

10.33 Credit and Guaranty Agreement, dated as of April 29, 2016, among American Airlines, Inc.

6 unchanged sentences

10.37 Fourth Amendment to Credit and Guaranty Agreement, dated as of December 10, 2018, 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 (incorporated by reference to Exhibit 10.20 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File No.

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

10.38 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 (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.

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.

23 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2019 (Commission File No.

10.39 Purchase Agreement No.

55 unchanged sentences

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, 2020 (Commission File No.

10.54 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.

10.55 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 31, 2022 (Commission File No.

10.56 Supplemental Agreement No.

18, dated as of February 9, 2023, 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 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (Commission File No.

10.57 Supplemental Agreement No.

19, dated as of April 23, 2023, 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 June 30, 2023 (Commission File No.

10.58 Supplemental Agreement No.

20, dated as of August 31, 2023, 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 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (Commission File No.

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

68 unchanged sentences

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

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.

and The Boeing Company.

10.82 Supplemental Agreement No.

91 unchanged sentences

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

and the Boeing Company.**

and the Boeing Company (inc orporated by reference to Exhibit 10.101 to AAG ’ s Annual Report on Form 10-K for the year ended December 31, 2022 ( Commi ssion File No.

10.106 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 10.102 to AAG ’ s Annual Report on Form 10 - K for the year ended December 31, 2022 (Commission File No.

1-8400) ) .**

10.107 Supplemental Agreement No.

29, dated as of May 23, 2023, to Purchase Agreement No.

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

and t he Boeing Company (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (Commission File No.

10.108 Supplemental Agreement No.

30, dated as of June 2, 2023, to Purchase Agreement No.

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

and t he Boeing Company (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (Commission File No.

10.109 Supplemental Agreement No.

31, dated as of July 5, 2023, to Purchase Agreement No.

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

and t he Boeing Company (incorporated by reference to Exhibit 10.

1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (Commission File No.

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

18 unchanged sentences

10.119 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.9 to AAG’s Current Report on Form 8-K filed on December 9, 2013 (Commission File No.

10.113 US Airways Group, Inc.

2011 Incentive Award Plan (incorporated by reference to Exhibit 4.1 to US Airways Group’s Registration Statement on Form S-8 filed on July 1, 2011 (Registration No.

333-175323)).

10.120 2014 Short-Term Incentive Program Under 2013 Incentive Award Plan (incorporated by reference to Exhibit 10.8 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (Commission File No.

10.121 American Airlines Group Inc.

2023 Incentive Award Plan (incorporated by reference to Exhibit 99.1 of AAG’s Form S-8 Registration Statement, filed on May 10, 2023 (Registration No.

333-271802)).

10.122 Form of American Airlines Group Inc.

2023 Incentive Award Plan Restricted Stock Unit (Stock-Settled) Award Grant Notice and Award Agreement.

10.123 Form of Letter Agreement for Directors Travel Program (incorporated by reference to Exhibit 10.106 to US Airways Group’s Annual Report on Form 10-K for the year ended December 31, 2007 (Commission File No.

15 unchanged sentences

10.129 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.

10.130 Severance Agreement and Restrictive Covenants Agreement, dated as of September 20, 2023, among American Airlines Group, Inc., American Airlines, Inc.

and Robert D.

10.131 Severance Agreement and Restrictive Covenants Agreement, dated as of September 20, 2023, among American Airlines Group, Inc., American Airlines, Inc.

and Ste ph en L.

Johnson (incorporated by reference to Exhibit 10.4 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (Commission File No.

10.132 Severance Agreement and Restrictive Covenants Agreement, dated as of September 20, 2023, among American Airlines Group, Inc., American Airlines, Inc.

Seymour (incorporated by reference to Exhibit 10.5 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (Commission File No.

10.133 Credit and Guaranty Agreement, dated as of December 4, 2023, among American Airlines Inc., as the borrower, American Airlines Group Inc., as parent and guarantor, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and certain other parties from time to time party thereto (incorporated by reference to Exhibit 4.3 to AAG’s Current Report on Form 8-K filed on December 4, 202 3 (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.

8 unchanged sentences

32.2 Certification pursuant to Rule 13a-14(b) and section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code).

97.1 American Airlines Group Inc.

Policy for Recovery of Erroneously Awarded Compensation.

101.1 Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL (eXtensible Business

32 unchanged sentences

February 21, 2024 /s/ Angela K.

Vice President and Corporate Controller

Senior Vice President and Corporate Controller

(Principal Accounting Officer)

February 22, 2023 /s/ James F.

Albaugh, Director

February 21, 2024 /s/ Jeffrey D.

14 unchanged sentences

O’Leary, Director

February 22, 2023 /s/ W.

Douglas Parker

Douglas Parker, Chairman

February 21, 2024 /s/ Vicente Reynal

Vicente Reynal, Director

February 22, 2023 /s/ Ray M.

Robinson, Director

February 21, 2024 /s/ Gregory D.

Smith, Director

Smith, Chairman

February 21, 2024 /s/ Douglas M.

9 unchanged sentences

February 21, 2024 /s/ Angela K.

Vice President and Corporate Controller

Senior Vice President and Corporate Controller

(Principal Accounting Officer)

2 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