23 unchanged sentences
Any future determination to enter into a share repurchase program will be at the discretion of the Board of Directors, subject to applicable legal limitations, and will depend upon our results of operations, financial condition, contractual restrictions and other factors deemed relevant by the Board of Directors.
−Removed: See Part I, Item 1A.
−Removed: Risk Factors – “ 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.
Ownership Restrictions
−Removed: AAG’s Certificate of Incorporation and Bylaws provide that, consistent with the requirements of Subtitle VII of Title 49 of the United States Code, as amended (the Aviation Act), any persons or entities who are not a “citizen of the United States” (as defined under the Aviation Act and administrative interpretations issued by the DOT, its predecessors and successors, from time to time), including any agent, trustee or representative of such persons or entities (a non-citizen), shall not, in the aggregate, own (beneficially or of record) and/or control more than (a) 24.9% of the aggregate votes of all of our outstanding equity securities or (b) 49.0% of our outstanding equity securities.
+Added: AAG’s Certificate of Incorporation, as amended, and Fifth Amended and Restated Bylaws (Bylaws) provide that, consistent with the requirements of Subtitle VII of Title 49 of the United States Code, as amended (the Aviation Act), any persons or entities who are not a “citizen of the United States” (as defined under the Aviation Act and administrative interpretations issued by the DOT, its predecessors and successors, from time to time), including any agent, trustee or representative of such persons or entities (a non-citizen), shall not, in the aggregate, own (beneficially or of record) and/or control more than (a) 24.9% of the aggregate votes of all of our outstanding equity securities or (b) 49.0% of our outstanding equity securities.
Our Certificate of Incorporation and Bylaws further specify that it is the duty of each stockholder who is a non-citizen to register his, her or its equity securities on our foreign stock record and provide for remedies applicable to stockholders that exceed the voting and ownership caps described above.
2 unchanged sentences
AAG entered into Amendment No.
−Removed: 1 to the Tax Benefit Preservation Plan to extend the expiration date to October 29, 2027, subject to approval by stockholders by October 29, 2025.
+Added: 1 to the Tax Benefit Preservation Plan to extend the expiration date to October 29, 2027 and the amendment was approved by stockholders at the 2025 Annual Meeting of Stockholders of AAG on June 11, 2025.
The Tax Benefit Preservation Plan is designed to reduce the likelihood that we experience an "ownership change” for purposes of Section 382 by deterring certain acquisitions of AAG common stock.
17 unchanged sentences
Diluted 0.17 1.24 1.21
−Removed: Shares used for computation (in thousands):
+Added: Weighted average shares outstanding (in thousands):
Basic 659,964 656,996 653,612
16 unchanged sentences
We are providing a reconciliation of reported non-GAAP financial measures to their comparable financial measures on a GAAP basis.
−Removed: The following table presents the components of our total net special items and the reconciliation of pre-tax income and net income (GAAP measures) to pre-tax income excluding net special items and net income excluding net special items (non-GAAP measures).
+Added: The following table presents the components of our net special items and the reconciliation of pre-tax income and net income (GAAP measures) to pre-tax income excluding net special items and net income excluding net special items (non-GAAP measures).
Management uses these non-GAAP financial measures to evaluate our current operating performance and to allow for period-to-period comparisons.
−Removed: As net special items may vary from period-to-period in nature and amount, the adjustment to exclude net special items allows management an additional tool to understand our core operating performance.
+Added: As net special items may vary from period-to-period in nature and amount, the adjustment to exclude net special items provides management with an additional tool to understand our core operating performance.
Year Ended December 31,
(In millions)
−Removed: Components of Total Special Items, Net:
+Added: Components of Special Items, Net:
+Added: Litigation reserve adjustments $ 77 $ —
Labor contract expenses (2)
−Removed: A330 fleet-related adjustments (3)
Severance expenses 44 13
+Added: A330 fleet-related adjustments (3)
Other operating special items, net 7 34
2 unchanged sentences
Operating special items, net 162 643
−Removed: Debt refinancing and extinguishment (5)
Mark-to-market adjustments on equity investments, net (5)
+Added: Debt refinancing and extinguishment 22 16
+Added: Other nonoperating special items, net 18 —
Nonoperating special items, net — 24
8 unchanged sentences
Adjusted for:
−Removed: Total special items, net 667 1,341
+Added: Pre-tax special items, net 162 667
Adjusted for:
2 unchanged sentences
(1) See Note 2 to AAG’s Consolidated Financial Statements in Part II, Item 8A for further information on net special items.
−Removed: (2) Labor contract expenses for 2024 related to one-time charges resulting from the ratification of new CBAs with our mainline flight attendants and passenger service team members, including one-time payments and adjustments to vacation accruals resulting from pay rate increases.
−Removed: Labor contract expenses for 2023 related to one-time charges resulting from the ratification of a new CBA with our mainline pilots, including a one-time payment of $754 million as well as adjustments to other benefit-related items of $235 million.
−Removed: (3) We retired our Airbus A330 fleet in 2020 as a result of the decline in demand for air travel due to the COVID-19 pandemic.
−Removed: In 2022, we recorded a non-cash impairment charge to write down the carrying value of our retired Airbus A330 fleet to their then estimated fair value due to the market conditions for certain used aircraft, and in 2024, we entered into a sales agreement for our remaining Airbus A330 aircraft, resulting in a $42 million gain.
−Removed: (4) Regional operating special items, net for 2024 included a $33 million non-cash write down of regional aircraft resulting from the decision to permanently park 43 Embraer 145 aircraft.
−Removed: (5) Debt refinancing and extinguishment costs in 2023 primarily included cash charges for premiums paid in connection with the early repayment of debt.
+Added: (2) Labor contract expenses for 2025 included a one-time charge resulting from adjustments to vacation accruals due to pay rate increases effective January 1, 2025, following the ratification of the contract extension in the fourth quarter of 2024 with our mainline maintenance and fleet service team members.
+Added: Labor contract expenses for 2024 included one-time charges resulting from the ratifications of new CBAs with our mainline flight attendants and passenger service team members, including one-time payments and adjustments to vacation accruals resulting from pay rate increases.
+Added: (3) In 2024, we entered into a sales agreement for certain Airbus A330 aircraft, resulting in a $42 million gain.
+Added: These aircraft were previously retired in 2020 as a result of the decline in demand for air travel due to the COVID-19 pandemic.
+Added: (4) Regional operating special items, net for 2024 included a $33 million non-cash write down of regional aircraft resulting from the decision to permanently park 43 Embraer ERJ145 aircraft.
(5) Mark-to-market adjustments on equity investments, net included net unrealized gains and losses associated with certain equity investments.
3 unchanged sentences
The price of fuel, over which we have no control, impacts the comparability of period-to-period financial performance.
−Removed: The adjustment to exclude net special items and fuel allows management an additional tool to understand and analyze our non-fuel costs and core operating performance.
+Added: The adjustment to exclude net special items and fuel provides management with an additional tool to understand and analyze our non-fuel costs and core operating performance.
Amounts may not recalculate due to rounding.
38 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.