American Airlines Group Inc 10-Q for FY2026 Q1
American Airlines Group Inc. (AAL)
10-Q
2026-04-23
For: 2026-03-31
View Original
Added on
April 23, 2026
About this 10-Q
American Airlines Group Inc filed this 10-Q on April 23, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $13.91B
- up 10.8% from $12.55B a year earlier
- Net loss
- $382M
- compared with a net loss of $473M a year earlier
- Diluted EPS
- -$0.58
- compared with -$0.72 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM | |||||
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the Quarterly Period Ended March 31, 2026
| 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
| (Exact name of registrant as specified in its charter) | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||||||||||||||||||||
| (Registrant’s telephone number, including area code) | |||||||||||
Commission file number 1-2691
| (Exact name of registrant as specified in its charter) | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||||||||||||||
| (Address of principal executive offices) | (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 | ||||||||||||
— | (1) | |||||||||||||
(1) Attached to the Common Stock
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. | ☒ | ☐ | No | ||||||||||||||
| American Airlines, Inc. | ☒ | ☐ | 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. | ☒ | ☐ | No | ||||||||||||||
| American Airlines, Inc. | ☒ | ☐ | 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. | ☒ | ☐ | Accelerated filer | ☐ | Non-accelerated filer | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||||
| American Airlines, Inc. | ☐ | Large accelerated filer | ☐ | 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| American Airlines Group Inc. | ☐ | Yes | No | ||||||||||||||
| American Airlines, Inc. | ☐ | Yes | No | ||||||||||||||
As of April 17, 2026, there were 661,385,137 shares of American Airlines Group Inc. common stock outstanding.
As of April 17, 2026, there were 1,000 shares of American Airlines, Inc. common stock outstanding, all of which were held by American Airlines Group Inc.
American Airlines Group Inc.
American Airlines, Inc.
Form 10-Q
Quarterly Period Ended March 31, 2026
Table of Contents
| Page | ||||||||
| PART I: FINANCIAL INFORMATION | ||||||||
| Item 1A. | ||||||||
| Item 1B. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II: OTHER INFORMATION | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
1
General
This report is filed by American Airlines Group Inc. (AAG) and its wholly-owned subsidiary American Airlines, Inc. (American). References in this report 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. Capitalized terms used but not defined herein shall have the meanings given to them in our Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Form 10-K).
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:
•downturns in economic conditions could adversely affect our business;
•we will need to obtain sufficient financing or other capital to operate successfully;
•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;
•if our financial condition worsens, provisions in our credit card processing and other commercial agreements may adversely affect our liquidity;
•the loss of key personnel whom we depend on to operate our business, or the inability to attract, develop and retain additional qualified personnel could adversely affect our business;
•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;
•the airline industry is intensely competitive and dynamic;
•union disputes, employee strikes and other labor-related disruptions may adversely affect our operations and financial performance;
•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;
•any damage to our reputation or brand image could adversely affect our business or financial results;
•risks of losses and adverse publicity from any public incidents involving our company, people or brand;
•changes to our business model that are designed to increase revenues and reduce costs may not be successful and may cause operational difficulties or decreased demand;
•our intellectual property rights, particularly our branding rights, are valuable, and any inability to protect them may adversely affect our business and financial results;
2
•we may be a party to litigation in the normal course of business or otherwise, which could affect our financial position and liquidity;
•we rely heavily on technology and automated systems, including artificial intelligence, to operate our business, and any failures could harm our business, results of operations and financial condition;
•evolving data privacy requirements could increase our costs, and any significant cybersecurity 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;
•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;
•we have a significant amount of goodwill, which is assessed for impairment at least annually. We may never realize the full value of our intangible or long-lived assets, causing us to record material impairment charges;
•the commercial relationships that we have with other companies, including any related equity investments, may not produce the returns or results we expect;
•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 business is subject to extensive government regulation;
•we can be adversely affected by any prolonged partial or full U.S. Government shutdown;
•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 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;
•we are subject to risks associated with climate change, including increased regulation of our greenhouse gas emissions, changing consumer preferences and the potential for increased impacts of severe weather events on our operations and infrastructure;
•we are subject to various risks associated with environmental and social matters, and many forms of environmental and noise regulation;
•a shortage of pilots or other personnel could materially adversely affect our business;
•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, adversely impacts our business, results of operations and financial condition;
•we rely on third-party distribution channels and must effectively manage the costs, rights and functionality of these channels;
•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;
3
•interruptions or disruptions in service at one of our key facilities;
•increases in insurance costs or reductions in insurance coverage, and heavy taxation of the airline industry;
•risks related to ownership of AAG common stock; and
other risks as described in Part I, Item 1A. Risk Factors in our 2025 Form 10-K, Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 1A. Risk Factors of this report and other risks and uncertainties listed from time to time in our filings with the Securities and Exchange Commission (the SEC).
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.
4
PART I: FINANCIAL INFORMATION
This report on Form 10-Q is filed by both AAG and American and includes the Condensed Consolidated Financial Statements of each company in Item 1A and Item 1B, respectively.
5
ITEM 1A. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.
AMERICAN AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except share and per share amounts)(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||
| Passenger | $ | $ | |||||||||||||||||||||
| Cargo | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total operating revenues | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Aircraft fuel and related taxes | |||||||||||||||||||||||
| Salaries, wages and benefits | |||||||||||||||||||||||
| Regional expenses | |||||||||||||||||||||||
| Maintenance, materials and repairs | |||||||||||||||||||||||
| Other rent and landing fees | |||||||||||||||||||||||
| Aircraft rent | |||||||||||||||||||||||
| Selling expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Special items, net | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating loss | ( | ( | |||||||||||||||||||||
| Nonoperating income (expense): | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense, net | ( | ( | |||||||||||||||||||||
| Other expense, net | ( | ( | |||||||||||||||||||||
| Total nonoperating expense, net | ( | ( | |||||||||||||||||||||
| Loss before income taxes | ( | ( | |||||||||||||||||||||
| Income tax benefit | ( | ( | |||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Loss per common share: | |||||||||||||||||||||||
| Basic and diluted | $ | ( | $ | ( | |||||||||||||||||||
| Weighted average shares outstanding (in thousands): | |||||||||||||||||||||||
| Basic and diluted | |||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
6
AMERICAN AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In millions)(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Pension, retiree medical and other postretirement benefits | |||||||||||||||||||||||
| Investments | ( | ||||||||||||||||||||||
| Total other comprehensive income, net of tax | |||||||||||||||||||||||
| Total comprehensive loss | $ | ( | $ | ( | |||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
7
AMERICAN AIRLINES GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share and par value amounts)
| March 31, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Restricted cash and short-term investments | |||||||||||
| Accounts receivable, net | |||||||||||
| Aircraft fuel, spare parts and supplies, net | |||||||||||
| Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| Operating property and equipment | |||||||||||
| Flight equipment | |||||||||||
| Ground property and equipment | |||||||||||
| Equipment purchase deposits | |||||||||||
| Total property and equipment, at cost | |||||||||||
| Less accumulated depreciation and amortization | ( | ( | |||||||||
| Total property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Goodwill | |||||||||||
Intangibles, net of accumulated amortization of $ | |||||||||||
| Deferred tax asset | |||||||||||
| Other assets | |||||||||||
| Total other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||||||
| Current liabilities | |||||||||||
| Current maturities of long-term debt and finance leases | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued salaries and wages | |||||||||||
| Air traffic liability | |||||||||||
| Loyalty program liability | |||||||||||
| Operating lease liabilities | |||||||||||
| Fuel financing | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Noncurrent liabilities | |||||||||||
| Long-term debt and finance leases, net of current maturities | |||||||||||
| Pension and postretirement benefits | |||||||||||
| Loyalty program liability | |||||||||||
| Operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total noncurrent liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ equity (deficit) | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained deficit | ( | ( | |||||||||
| Total stockholders’ deficit | ( | ( | |||||||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
8
AMERICAN AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by operating activities | $ | $ | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures and aircraft purchase deposits | ( | ( | |||||||||
| Purchases of short-term investments | ( | ( | |||||||||
| Sales of short-term investments | |||||||||||
| Decrease in restricted short-term investments | |||||||||||
| Other investing activities | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Payments on long-term debt and finance leases | ( | ( | |||||||||
| Proceeds from issuance of long-term debt | |||||||||||
| Net payments on fuel financing | ( | ( | |||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase (decrease) in cash and restricted cash | ( | ||||||||||
| Cash and restricted cash at beginning of period | |||||||||||
Cash and restricted cash at end of period (1) | $ | $ | |||||||||
| Non-cash transactions: | |||||||||||
| Right-of-use (ROU) assets acquired through operating leases | $ | $ | |||||||||
| Property and equipment acquired through finance leases and other | |||||||||||
| Finance leases converted to operating leases | |||||||||||
| Supplemental information: | |||||||||||
| Interest paid, net | |||||||||||
(1)The following table provides a reconciliation of cash and restricted cash to amounts reported within the condensed consolidated balance sheets:
| Cash | $ | $ | |||||||||
| Restricted cash included in restricted cash and short-term investments | |||||||||||
| Total cash and restricted cash | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
9
AMERICAN AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(In millions, except share amounts)(Unaudited)
Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Deficit | Total | |||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income, net | — | — | — | ||||||||||||||||||||||||||
Issuance of | — | ( | — | — | ( | ||||||||||||||||||||||||
Share-based compensation expense | — | — | — | ||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Deficit | Total | |||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income, net | — | — | — | ||||||||||||||||||||||||||
| Settlement of warrants | — | ( | — | — | ( | ||||||||||||||||||||||||
Issuance of | — | ( | — | — | ( | ||||||||||||||||||||||||
Share-based compensation expense | — | — | — | ||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of American Airlines Group Inc. (we, us, our and similar terms, or AAG) should be read in conjunction with the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. The accompanying unaudited condensed consolidated financial statements include the accounts of AAG and its wholly-owned subsidiaries. AAG’s principal subsidiary is American Airlines, Inc. (American). All significant intercompany transactions have been eliminated.
Management believes that all adjustments necessary for the fair presentation of results, consisting of normally recurring items, have been included in the unaudited condensed consolidated financial statements for the interim periods presented. The preparation of financial statements in accordance with accounting principles generally accepted in the United States (GAAP) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. The most significant areas of judgment relate to passenger revenue recognition, the loyalty program, deferred tax assets, as well as pension and retiree medical and other postretirement benefits.
2. Special Items, Net
Special items, net in the condensed consolidated statements of operations consisted of the following (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Litigation reserve adjustments | $ | $ | |||||||||||||||||||||
Labor contract expenses (1) | |||||||||||||||||||||||
| Other operating special items, net | |||||||||||||||||||||||
| Mainline operating special items, net | |||||||||||||||||||||||
Mark-to-market adjustments on equity investments, net (2) | |||||||||||||||||||||||
| Debt refinancing and extinguishment | |||||||||||||||||||||||
| Other nonoperating special items, net | |||||||||||||||||||||||
| Nonoperating special items, net | |||||||||||||||||||||||
(1)Labor contract expenses for the three months ended March 31, 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.
(2)Mark-to-market adjustments on equity investments, net included unrealized gains and losses associated with certain equity investments.
3. Loss Per Common Share
The following table provides the computation of basic and diluted loss per common share (EPS) (in millions, except share and per share amounts):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Basic and diluted EPS: | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Weighted average common shares outstanding (in thousands) | |||||||||||||||||||||||
| Basic and diluted EPS | $ | ( | $ | ( | |||||||||||||||||||
11
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.
(Unaudited)
The following were excluded from the calculation of diluted EPS because inclusion of such shares would be antidilutive (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Restricted stock unit awards | |||||||||||||||||||||||
(1)On March 27, 2025, we provided notice to the holders of our 6.50 % convertible senior notes due 2025 (Convertible Notes) that we would settle our Convertible Notes at their maturity in cash on July 1, 2025. As a result, we have excluded the Convertible Notes from the calculation of diluted EPS for the quarterly periods ended after March 31, 2025.
In addition, for the three months ended March 31, 2026, excluded from the calculation of diluted EPS because inclusion of such shares would be antidilutive, are certain shares underlying the warrants issued pursuant to the payroll support program established under the Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021 (PSP2 Warrants) and the payroll support program established under the American Rescue Plan Act of 2021 (PSP3 Warrants).
During the first three months of 2026, 2.8 million shares of PSP2 Warrants were exercised at an exercise price of $15.66 per share and net settled in cash for a nominal amount, reflected within other financing activities in the condensed consolidated statement of cash flows. Additionally, 2.9 million shares of PSP2 Warrants expired during the first quarter of 2026.
The table below provides a summary of the warrants outstanding as of March 31, 2026:
| Warrants | Warrants Issued (shares, in thousands) (1) | Exercise Price ($) | Expiration | |||||||||||||||||
| PSP2 Warrants | April 2026 | |||||||||||||||||||
| PSP3 Warrants | April 2026 to June 2026 | |||||||||||||||||||
(1)The PSP2 Warrants and PSP3 Warrants are subject to certain anti-dilution provisions, do not have any voting rights and are freely transferable, with registration rights. Each warrant is exercisable either through net share settlement or cash, at our option. The warrants were issued solely as compensation to the U.S. Government related to entry into the payroll support program agreements. No separate proceeds (apart from the financial assistance previously received in 2021) were received upon issuance of the warrants or will be received upon exercise thereof.
12
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.
(Unaudited)
4. Revenue Recognition
Revenue
The following are the significant categories comprising our operating revenues (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Passenger revenue: | |||||||||||||||||||||||
| Passenger travel | $ | $ | |||||||||||||||||||||
Loyalty revenue - travel (1) | |||||||||||||||||||||||
| Total passenger revenue | |||||||||||||||||||||||
| Cargo | |||||||||||||||||||||||
| Other: | |||||||||||||||||||||||
| Loyalty revenue - marketing services | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total other revenue | |||||||||||||||||||||||
| Total operating revenues | $ | $ | |||||||||||||||||||||
(1)Loyalty revenue included in passenger revenue is principally comprised of mileage credit redemptions, which were earned from travel or co-branded credit card and other partners.
The following is our total passenger revenue by geographic region (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Domestic | $ | $ | |||||||||||||||||||||
| Latin America | |||||||||||||||||||||||
Atlantic | |||||||||||||||||||||||
| Pacific | |||||||||||||||||||||||
| Total passenger revenue | $ | $ | |||||||||||||||||||||
We attribute passenger revenue by geographic region based upon the origin and destination of each flight segment.
Contract Balances
Our significant contract liabilities are comprised of (1) outstanding loyalty program mileage credits that may be redeemed for future air travel, non-air travel and other awards, reported as loyalty program liability on the condensed consolidated balance sheets; and (2) ticket sales for transportation that has not yet been provided, reported as air traffic liability on the condensed consolidated balance sheets.
| March 31, 2026 | December 31, 2025 | ||||||||||
| (In millions) | |||||||||||
| Loyalty program liability | $ | $ | |||||||||
| Air traffic liability | |||||||||||
| Total | $ | $ | |||||||||
13
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.
(Unaudited)
The balance of the loyalty program liability fluctuates based on seasonal patterns, which impact the volume of mileage credits issued through travel or sold to co-branded credit card and other partners (deferral of revenue) and mileage credits redeemed (recognition of revenue). Changes in loyalty program liability are as follows (in millions):
| Balance at December 31, 2025 | $ | ||||
| Deferral of revenue | |||||
Recognition of revenue (1) | ( | ||||
Balance at March 31, 2026 (2) | $ | ||||
(1)Principally relates to revenue recognized from the redemption of mileage credits for air travel, non-air travel and other awards. Mileage credits are combined in one homogeneous pool and are not separately identifiable. As such, the revenue is comprised of mileage credits that were part of the loyalty program deferred revenue balance at the beginning of the period, as well as mileage credits that were issued during the period.
(2)Mileage credits can be redeemed at any time and generally do not expire as long as the AAdvantage member has any type of qualifying activity at least every 24 months or if the AAdvantage member is the primary holder of a co-branded credit card. As of March 31, 2026, our current loyalty program liability was $4.2 billion and represents our current estimate of revenue expected to be recognized in the next 12 months based on historical trends, with the balance reflected in long-term loyalty program liability expected to be recognized as revenue in periods thereafter.
Additionally, as of March 31, 2026, our loyalty program liability includes a one-time cash payment associated with the extension of a partner agreement announced in 2025.
14
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.
(Unaudited)
5. Debt
Debt included in the condensed consolidated balance sheets consisted of (in millions):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Secured | |||||||||||
2013 Term Loan Facility, variable interest rate of | $ | $ | |||||||||
2014 Term Loan Facility, variable interest rate of | |||||||||||
2023 Term Loan Facility, variable interest rate of | |||||||||||
2021 AAdvantage Term Loan Facility, variable interest rate of | |||||||||||
2025 AAdvantage Term Loan Facility, variable interest rate of | |||||||||||
Enhanced equipment trust certificates (EETCs), fixed interest rates ranging from | |||||||||||
Equipment loans and other notes payable, fixed and variable interest rates ranging from | |||||||||||
Special facility revenue bonds, fixed interest rates ranging from | |||||||||||
| Unsecured | |||||||||||
PSP1 Promissory Note, variable interest rate of | |||||||||||
PSP2 Promissory Note, variable interest rate of | |||||||||||
PSP3 Promissory Note, interest only payments until due in April 2031 (2) | |||||||||||
| Senior short-term term loan facility | |||||||||||
| Total | |||||||||||
| Less: Total unamortized debt discount, premium and issuance costs | |||||||||||
| Less: Current maturities | |||||||||||
| Long-term debt, net of current maturities | $ | $ | |||||||||
(1)Collectively referred to as the AAdvantage Financing.
(2)The PSP3 Promissory Note bears interest at a fixed interest rate of 1.00 % until the second quarter of 2026. Thereafter, the note bears interest at 2.00 % plus an interest rate based on the Secured Overnight Financing Rate (SOFR).
As of March 31, 2026, the maximum availability under our revolving credit and other facilities is as follows (in millions):
| 2013 Revolving Facility | $ | ||||
| 2014 Revolving Facility | |||||
| 2023 Revolving Facility | |||||
Other facilities (1) | |||||
| Total | $ | ||||
15
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.
(Unaudited)
(1)Includes a revolving credit facility that provides for borrowing capacity of up to $350 million. In March 2026, American elected to exercise its option to extend the maturity date of the revolving credit facility by an additional year to March 2028. Additionally, American currently has $50 million of available borrowing capacity under a cargo receivables facility that is scheduled to expire in December 2026. There are no amounts drawn under these facilities.
Secured financings, including revolving credit and other facilities, are collateralized by assets, consisting primarily of aircraft, engines, simulators, airport gate leasehold rights, route authorities, airport slots, certain receivables, certain intellectual property and certain loyalty program assets.
2026 Financing Activities
2013 Credit Facilities – 2013 Revolving Facility
In March 2026, American and AAG entered into the Eleventh Amendment to the Amended and Restated Credit and Guaranty Agreement, amending the Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015 (as amended, the 2013 Credit Agreement), pursuant to which American terminated all then-existing revolving commitments and letter of credit commitments available under the 2013 Credit Agreement and established new revolving commitments in an aggregate amount of $363 million and new letter of credit commitments (which are part of, and not in addition to, the revolving credit commitments) in an aggregate amount of $155 million (the newly established revolving commitments, the 2013 Revolving Facility), which have a maturity date of March 5, 2031. All other terms of the 2013 Revolving Facility are substantially similar to the prior revolving commitments.
2014 Credit Facilities – 2014 Revolving Facility
In March 2026, American and AAG entered into the Eleventh Amendment to the Amended and Restated Credit and Guaranty Agreement, amending the Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015 (as amended, the 2014 Credit Agreement), pursuant to which American terminated all then-existing revolving commitments and letter of credit commitments available under the 2014 Credit Agreement and established new revolving commitments in an aggregate amount of approximately $1.3 billion and new letter of credit commitments (which are part of, and not in addition to, the revolving credit commitments) in an aggregate amount of $195 million (the newly established revolving commitments, the 2014 Revolving Facility), which have a maturity date of March 5, 2031. All other terms of the 2014 Revolving Facility are substantially similar to the prior revolving commitments.
2023 Credit Facilities – 2023 Revolving Facility
In March 2026, American and AAG entered into the Fourth Amendment to the Credit and Guaranty Agreement, amending the Credit and Guaranty Agreement, dated as of December 4, 2023 (as amended, the 2023 Credit Agreement), pursuant to which American terminated all then-existing revolving commitments available under the 2023 Credit Agreement and established new revolving commitments in an aggregate amount of approximately $1.5 billion (the newly established revolving commitments, the 2023 Revolving Facility), which have a maturity date of March 5, 2031. All other terms of the 2023 Revolving Facility are substantially similar to the prior revolving commitments.
2025 AAdvantage Term Loan Facility
In February 2026, American and AAdvantage Loyalty IP Ltd., a Cayman Islands exempted company incorporated with limited liability and an indirect wholly-owned subsidiary of American (together with American, the AAdvantage Issuers) entered into a fourth amendment to the term loan credit and guaranty agreement dated March 24, 2021 (the Fourth Amendment). As a result of the Fourth Amendment, the term loans outstanding under the 2025 AAdvantage Term Loan Facility were replaced with new term loans in the same principal amount. Pursuant to the Fourth Amendment, the 2025 AAdvantage Term Loan Facility bears interest at a base rate (subject to a floor of 0.00 %) plus an applicable margin of 1.75 % per annum or, at the AAdvantage Issuers’ option, the SOFR rate for a tenor of three months (subject to a floor of 0.00 %), plus an applicable margin of 2.75 % per annum. All other terms of the 2025 AAdvantage Term Loan Facility remain substantially similar.
2026-1 Class (B)R Aircraft EETCs
In March 2026, American entered into agreements under which it borrowed $870 million in connection with the financing of certain aircraft that had been previously delivered. Debt incurred under these agreements is junior to existing equipment notes secured by such previously delivered aircraft, matures in 2028 through 2029 and bears interest at a fixed rate of 5.61 %.
16
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.
(Unaudited)
2025-1 Aircraft EETCs
In November 2025, American created two pass-through trusts which issued approximately $1.1 billion aggregate face amount of Series 2025-1 Class A and Class B EETCs (the 2025-1 Aircraft EETCs) in connection with the financing of 25 aircraft delivered to American from October 2025 through March 2026 (the 2025-1 Aircraft). In 2025, $978 million of the proceeds were used to purchase equipment notes issued by American in connection with the financing of 21 of the 2025-1 Aircraft. In March 2026, approximately $127 million of proceeds were used to purchase equipment notes issued by American in connection with the financing of the four remaining 2025-1 Aircraft. As of March 31, 2026, there are no remaining proceeds held in escrow, and all proceeds have been used to purchase equipment notes issued by American. Interest and principal payments on equipment notes issued in connection with the 2025-1 Aircraft EETCs are payable semi-annually in May and November each year, with interest payments scheduled to begin in May 2026 and principal payments scheduled to begin in November 2026.
Certain information regarding the 2025-1 Aircraft EETC equipment notes, as of March 31, 2026, is set forth in the table below:
| 2025-1 Aircraft EETCs | |||||||||||
| Series A | Series B | ||||||||||
| Aggregate principal issued | $ | $ | |||||||||
| Fixed interest rate per annum | |||||||||||
| Maturity date | May 2038 | November 2034 | |||||||||
Other Financing Activities
In the first quarter of 2026, American paid in full the $629 million of the outstanding principal amount of the senior short-term term loan facility due January 2026. Additionally, American prepaid in full the $1.0 billion of the outstanding principal amount of the 8.50 % senior secured notes.
6. Income Taxes
At December 31, 2025, we had approximately $11.9 billion of gross federal net operating losses (NOLs) and $6.0 billion of other carryforwards available to reduce future federal taxable income, of which $1.6 billion will expire beginning in 2033 if unused and $16.3 billion can be carried forward indefinitely. We also had approximately $5.0 billion of NOL carryforwards to reduce future state taxable income at December 31, 2025, which will expire in taxable years 2025 through 2045 if unused.
Our ability to use our NOLs and other carryforwards depends on the amount of taxable income generated in future periods. We provide a valuation allowance for our deferred tax assets, which include our NOLs and other carryforwards, when it is more likely than not that some portion, or all of our deferred tax assets, will not be realized. We consider all available positive and negative evidence and make certain assumptions in evaluating the realizability of our deferred tax assets. Many factors are considered that impact our assessment of future profitability, including conditions which are beyond our control, such as the health of the economy, the availability and price volatility of aircraft fuel and travel demand. We have determined that positive factors outweigh negative factors in the determination of the realizability of our deferred tax assets.
We have used the discrete method to calculate income taxes for the three months ended March 31, 2026. At this time, we believe that the use of the discrete method is more appropriate than the estimated annual effective tax rate method due to the fact that small changes in projected full year income could cause material fluctuations in our annual effective tax rate applied during each quarter.
During the three months ended March 31, 2026, we recorded an income tax benefit of $94 million, which was substantially non-cash due to the utilization of the NOLs described above. Substantially all of our loss before income taxes is attributable to the United States.
17
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.
(Unaudited)
7. Fair Value Measurements
Assets Measured at Fair Value on a Recurring Basis
We utilize the market approach to measure the fair value of our financial assets. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. Our short-term investments, restricted cash and restricted short-term investments classified as Level 2 utilize significant observable inputs, other than quoted prices in active markets, for valuation of these securities. No changes in valuation techniques or inputs occurred during the three months ended March 31, 2026.
Assets measured at fair value on a recurring basis are summarized below (in millions):
| Fair Value Measurements as of March 31, 2026 | |||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Short-term investments (1), (2): | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
| Corporate obligations | |||||||||||||||||||||||
| Bank notes/certificates of deposit/time deposits | |||||||||||||||||||||||
| Repurchase agreements | |||||||||||||||||||||||
Restricted cash and short-term investments (1), (3) | |||||||||||||||||||||||
Long-term investments (4) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(1)All short-term investments are classified as available-for-sale and stated at fair value. Unrealized gains and losses are recorded in accumulated other comprehensive loss at each reporting period. There were no credit losses.
(2)Our short-term investments mature in one year or less.
(3)Restricted cash and short-term investments primarily include collateral held to support workers’ compensation obligations, collateral associated with the payment of interest for the AAdvantage Financing and money market funds to be used to finance the cost of improvements at the overhaul and maintenance base at Tulsa International Airport. Restricted short-term investments principally mature in one year or less.
(4)Long-term investments primarily include our equity investment in China Southern Airlines Company Limited (China Southern Airlines). See Note 8 for further information on our equity investments.
Fair Value of Debt
The fair value of our long-term debt was estimated using quoted market prices or discounted cash flow analyses based on our current estimated incremental borrowing rates for similar types of borrowing arrangements.
The carrying value and estimated fair value of our long-term debt, including current maturities, were as follows (in millions):
| March 31, 2026 | |||||||||||||||||||||||||||||
| Fair Value | |||||||||||||||||||||||||||||
Carrying Value | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
| Long-term debt, including current maturities | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Fair Value | |||||||||||||||||||||||||||||
Carrying Value | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
| Long-term debt, including current maturities | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
18
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.
(Unaudited)
8. Investments
To help expand our network and as part of our ongoing commitment to sustainability, we enter into various commercial relationships or other strategic partnerships, including equity investments, with other airlines and companies. Our equity investments are reflected in other assets on our condensed consolidated balance sheets. Our share of equity method investees’ financial results and changes in fair value are recorded in nonoperating other expense, net on the condensed consolidated statements of operations.
Our equity investment ownership interests and carrying values are as follows:
| Ownership Interest | Carrying Value (in millions) | ||||||||||||||||||||||||||||
| Accounting Treatment | March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Republic Airways Holdings Inc. | Equity Method | % | % | $ | $ | ||||||||||||||||||||||||
| China Southern Airlines | Fair Value | % | % | ||||||||||||||||||||||||||
Other investments (1) | Various | ||||||||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||||||||
(1)Primarily includes our investment in JetSMART Holdings Limited, which is accounted for under the equity method.
9. Employee Benefit Plans
The following table provides the components of net periodic benefit cost (income) (in millions):
| Pension Benefits | Retiree Medical and Other Postretirement Benefits | |||||||||||||||||||||||||
| Three Months Ended March 31, | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on assets | ( | ( | ( | ( | ||||||||||||||||||||||
| Amortization of: | ||||||||||||||||||||||||||
| Prior service cost | ||||||||||||||||||||||||||
| Unrecognized net loss (gain) | ( | ( | ||||||||||||||||||||||||
| Net periodic benefit cost (income) | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||
Effective November 1, 2012, substantially all of our defined benefit pension plans were frozen.
The service cost component of net periodic benefit cost (income) is included in operating expenses and the other components of net periodic benefit cost (income) are included in nonoperating other expense, net in the condensed consolidated statements of operations.
During the first three months of 2026, we made required contributions of $236 million and supplemental contributions of $50 million to our defined benefit pension plans.
10. Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive income (loss) (AOCI) are as follows (in millions):
| Pension, Retiree Medical and Other Postretirement Benefits | Unrealized Loss on Investments | Income Tax Provision (1) | Total | ||||||||||||||||||||
| Balance at December 31, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||||||||
| Amounts reclassified from AOCI | ( | ||||||||||||||||||||||
| Net current-period other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance at March 31, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
19
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.
(Unaudited)
(1)Relates principally to pension, retiree medical and other postretirement benefits obligations that will not be recognized in net loss until the obligations are fully extinguished. Amounts reclassified from AOCI are recognized within the income tax benefit on the condensed consolidated statements of operations.
Reclassifications out of AOCI are as follows (in millions):
| Amounts reclassified from AOCI | Affected line items on the condensed consolidated statements of operations | |||||||||||||||||||||||||||||||
| AOCI Components | Three Months Ended March 31, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||
| Amortization of pension, retiree medical and other postretirement benefits: | ||||||||||||||||||||||||||||||||
| Prior service cost | $ | $ | Nonoperating other expense, net | |||||||||||||||||||||||||||||
| Actuarial loss | Nonoperating other expense, net | |||||||||||||||||||||||||||||||
| Total reclassifications for the period, net of tax | $ | $ | ||||||||||||||||||||||||||||||
11. Regional Expenses
Our regional carriers provide scheduled air transportation under the brand name “American Eagle.” The American Eagle carriers include our wholly-owned regional carriers as well as third-party regional carriers. Our regional carrier arrangements are principally in the form of capacity purchase agreements. Expenses, excluding fuel expense, associated with American Eagle operations are classified as regional expenses on the condensed consolidated statements of operations.
Regional expenses for the three months ended March 31, 2026 and 2025 include $91 million and $79 million of depreciation and amortization, respectively, and each include $2
During the three months ended March 31, 2026 and 2025, we recognized $177 million and $168 million, respectively, of expense under our capacity purchase agreement with Republic Airways Inc. (Republic). We hold a 20.8 % equity interest in Republic Airways Holdings Inc., the parent company of Republic.
12. Legal Proceedings
Private Party Antitrust Actions Related to the Northeast Alliance (NEA). On December 5, 2022 and December 7, 2022, two private party plaintiffs filed putative class action antitrust complaints against AAG and JetBlue Airways Corporation (JetBlue) in the U.S. District Court for the Eastern District of New York alleging that AAG and JetBlue violated U.S. antitrust law in connection with the previously disclosed NEA. These actions were consolidated on January 10, 2023. The private party plaintiffs filed an amended consolidated complaint on February 3, 2023. On February 2, 2023 and February 15, 2023, private party plaintiffs filed two additional putative class action antitrust complaints against AAG 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. In March 2023, AAG filed a motion in the U.S. District Court for the District of Massachusetts case asking to transfer the case to the U.S. District Court for the Eastern District of New York and consolidate it with the cases pending in that venue. The U.S. District Court for the District of Massachusetts granted that motion. The remaining cases were consolidated with the other actions in the Eastern District of New York. In June 2023, the private party plaintiffs filed a second amended consolidated complaint, followed by a third amended complaint filed in August 2023. In September 2023, AAG, together with JetBlue, filed a motion to dismiss the third amended complaint. In September 2024, the court denied that motion. AAG and JetBlue filed answers to the private party plaintiffs’ third amended complaint in October 2024. We believe these lawsuits are without merit and are defending against them vigorously.
American Eagle Flight 5342 Accident Litigation. On January 29, 2025, American Eagle flight 5342 was involved in a fatal accident in Washington, D.C. The Bombardier CRJ700 aircraft operated by PSA Airlines, Inc. (PSA) was en route to Washington, D.C. from Wichita, Kansas when it was involved in a midair collision near Ronald Reagan Washington National Airport. Beginning on September 24, 2025, multiple wrongful death and survival actions have been filed in the U.S. District Court for the District of Columbia related to the accident. We expect additional actions will continue to be filed. All cases have been assigned to the same judge and are subject to streamlined pleading and discovery procedures. The court required plaintiffs to file a single consolidated Master Complaint (MC), with later joining plaintiffs to file short form complaints adopting the MC and adding any plaintiff-specific information. The MC alleges that the U.S. Government, American and PSA negligently caused or contributed to the accident. Defendants’ respective deadlines to respond to the MC were in December 2025. The U.S. Government filed an answer to the MC admitting liability only as to claims that the
20
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.
(Unaudited)
helicopter pilots were negligent in failing to see and avoid Flight 5342. American and PSA filed motions to dismiss asserting federal preemption and related failure to state a claim grounds. The airlines’ motions to dismiss were denied without prejudice on February 27, 2026. Plaintiffs filed an amended complaint on March 27, 2026. Discovery is ongoing pursuant to an expedited 18-month discovery and pre-trial calendar, which sets the trial date for April 12, 2027. We believe these lawsuits are without merit as to both American and PSA and are defending against them vigorously.
General. In addition to the specifically identified legal proceedings, we and our subsidiaries are also engaged in other legal proceedings from time to time. 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. Therefore, although we will vigorously defend ourselves in each of the actions described above and such other legal proceedings, their ultimate resolution and potential financial and other impacts on us are uncertain but could be material.
21
ITEM 1B. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
AMERICAN AIRLINES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions)(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||
| Passenger | $ | $ | |||||||||||||||||||||
| Cargo | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total operating revenues | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Aircraft fuel and related taxes | |||||||||||||||||||||||
| Salaries, wages and benefits | |||||||||||||||||||||||
| Regional expenses | |||||||||||||||||||||||
| Maintenance, materials and repairs | |||||||||||||||||||||||
| Other rent and landing fees | |||||||||||||||||||||||
| Aircraft rent | |||||||||||||||||||||||
| Selling expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Special items, net | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating loss | ( | ( | |||||||||||||||||||||
| Nonoperating income (expense): | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense, net | ( | ( | |||||||||||||||||||||
| Other expense, net | ( | ( | |||||||||||||||||||||
| Total nonoperating expense, net | ( | ( | |||||||||||||||||||||
| Loss before income taxes | ( | ( | |||||||||||||||||||||
| Income tax benefit | ( | ( | |||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
22
AMERICAN AIRLINES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In millions)(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Pension, retiree medical and other postretirement benefits | |||||||||||||||||||||||
| Investments | ( | ||||||||||||||||||||||
| Total other comprehensive income, net of tax | |||||||||||||||||||||||
| Total comprehensive loss | $ | ( | $ | ( | |||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
23
AMERICAN AIRLINES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share and par value amounts)
| March 31, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Restricted cash and short-term investments | |||||||||||
| Accounts receivable, net | |||||||||||
| Receivables from related parties, net | |||||||||||
| Aircraft fuel, spare parts and supplies, net | |||||||||||
| Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| Operating property and equipment | |||||||||||
| Flight equipment | |||||||||||
| Ground property and equipment | |||||||||||
| Equipment purchase deposits | |||||||||||
| Total property and equipment, at cost | |||||||||||
| Less accumulated depreciation and amortization | ( | ( | |||||||||
| Total property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Goodwill | |||||||||||
Intangibles, net of accumulated amortization of $ | |||||||||||
| Deferred tax asset | |||||||||||
| Other assets | |||||||||||
| Total other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDER’S EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Current maturities of long-term debt and finance leases | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued salaries and wages | |||||||||||
| Air traffic liability | |||||||||||
| Loyalty program liability | |||||||||||
| Operating lease liabilities | |||||||||||
| Fuel financing | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Noncurrent liabilities | |||||||||||
| Long-term debt and finance leases, net of current maturities | |||||||||||
| Pension and postretirement benefits | |||||||||||
| Loyalty program liability | |||||||||||
| Operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total noncurrent liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholder’s equity | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained deficit | ( | ( | |||||||||
| Total stockholder’s equity | |||||||||||
| Total liabilities and stockholder’s equity | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
24
AMERICAN AIRLINES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by operating activities | $ | $ | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures and aircraft purchase deposits | ( | ( | |||||||||
| Purchases of short-term investments | ( | ( | |||||||||
| Sales of short-term investments | |||||||||||
| Decrease in restricted short-term investments | |||||||||||
| Other investing activities | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Payments on long-term debt and finance leases | ( | ( | |||||||||
| Proceeds from issuance of long-term debt | |||||||||||
| Net payments on fuel financing | ( | ( | |||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase (decrease) in cash and restricted cash | ( | ||||||||||
| Cash and restricted cash at beginning of period | |||||||||||
Cash and restricted cash at end of period (1) | $ | $ | |||||||||
| Non-cash transactions: | |||||||||||
| Right-of-use (ROU) assets acquired through operating leases | $ | $ | |||||||||
| Property and equipment acquired through finance leases and other | |||||||||||
| Finance leases converted to operating leases | |||||||||||
| Supplemental information: | |||||||||||
| Interest paid, net | |||||||||||
(1)The following table provides a reconciliation of cash and restricted cash to amounts reported within the condensed consolidated balance sheets:
| Cash | $ | $ | |||||||||
| Restricted cash included in restricted cash and short-term investments | |||||||||||
| Total cash and restricted cash | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
25
AMERICAN AIRLINES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY
(In millions)(Unaudited)
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Deficit | Total | |||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income, net | — | — | — | ||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | ||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Deficit | Total | |||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income, net | — | — | — | ||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | ||||||||||||||||||||||||||
| Intercompany equity transfer | — | — | — | ||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
26
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of American Airlines, Inc. (American) should be read in conjunction with the consolidated financial statements contained in American’s Annual Report on Form 10-K for the year ended December 31, 2025. American is the principal wholly-owned subsidiary of American Airlines Group Inc. (AAG). All significant intercompany transactions have been eliminated.
Management believes that all adjustments necessary for the fair presentation of results, consisting of normally recurring items, have been included in the unaudited condensed consolidated financial statements for the interim periods presented. The preparation of financial statements in accordance with accounting principles generally accepted in the United States (GAAP) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. The most significant areas of judgment relate to passenger revenue recognition, the loyalty program, deferred tax assets, as well as pension and retiree medical and other postretirement benefits.
2. Special Items, Net
Special items, net in the condensed consolidated statements of operations consisted of the following (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Litigation reserve adjustments | $ | $ | |||||||||||||||||||||
Labor contract expenses (1) | |||||||||||||||||||||||
| Other operating special items, net | |||||||||||||||||||||||
| Mainline operating special items, net | |||||||||||||||||||||||
Mark-to-market adjustments on equity investments, net (2) | |||||||||||||||||||||||
| Debt refinancing and extinguishment | |||||||||||||||||||||||
| Other nonoperating special items, net | |||||||||||||||||||||||
| Nonoperating special items, net | |||||||||||||||||||||||
(1)Labor contract expenses for the three months ended March 31, 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 American’s mainline maintenance and fleet service team members.
(2)Mark-to-market adjustments on equity investments, net included unrealized gains and losses associated with certain equity investments.
27
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
(Unaudited)
3. Revenue Recognition
Revenue
The following are the significant categories comprising American’s operating revenues (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Passenger revenue: | |||||||||||||||||||||||
| Passenger travel | $ | $ | |||||||||||||||||||||
Loyalty revenue - travel (1) | |||||||||||||||||||||||
| Total passenger revenue | |||||||||||||||||||||||
| Cargo | |||||||||||||||||||||||
| Other: | |||||||||||||||||||||||
| Loyalty revenue - marketing services | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total other revenue | |||||||||||||||||||||||
| Total operating revenues | $ | $ | |||||||||||||||||||||
(1)Loyalty revenue included in passenger revenue is principally comprised of mileage credit redemptions, which were earned from travel or co-branded credit card and other partners.
The following is American’s total passenger revenue by geographic region (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Domestic | $ | $ | |||||||||||||||||||||
| Latin America | |||||||||||||||||||||||
Atlantic | |||||||||||||||||||||||
| Pacific | |||||||||||||||||||||||
| Total passenger revenue | $ | $ | |||||||||||||||||||||
American attributes passenger revenue by geographic region based upon the origin and destination of each flight segment.
Contract Balances
American’s significant contract liabilities are comprised of (1) outstanding loyalty program mileage credits that may be redeemed for future air travel, non-air travel and other awards, reported as loyalty program liability on the condensed consolidated balance sheets; and (2) ticket sales for transportation that has not yet been provided, reported as air traffic liability on the condensed consolidated balance sheets.
| March 31, 2026 | December 31, 2025 | ||||||||||
| (In millions) | |||||||||||
| Loyalty program liability | $ | $ | |||||||||
| Air traffic liability | |||||||||||
| Total | $ | $ | |||||||||
28
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
(Unaudited)
The balance of the loyalty program liability fluctuates based on seasonal patterns, which impact the volume of mileage credits issued through travel or sold to co-branded credit card and other partners (deferral of revenue) and mileage credits redeemed (recognition of revenue). Changes in loyalty program liability are as follows (in millions):
| Balance at December 31, 2025 | $ | ||||
| Deferral of revenue | |||||
Recognition of revenue (1) | ( | ||||
Balance at March 31, 2026 (2) | $ | ||||
(1)Principally relates to revenue recognized from the redemption of mileage credits for air travel, non-air travel and other awards. Mileage credits are combined in one homogeneous pool and are not separately identifiable. As such, the revenue is comprised of mileage credits that were part of the loyalty program deferred revenue balance at the beginning of the period, as well as mileage credits that were issued during the period.
Additionally, as of March 31, 2026, American’s loyalty program liability includes a one-time cash payment associated with the extension of a partner agreement announced in 2025.
The air traffic liability principally represents tickets sold for future travel on American, American Eagle and partner airlines. The balance in American’s air traffic liability also fluctuates with seasonal travel patterns. The contract duration of passenger tickets is generally one year . Accordingly, any revenue associated with tickets sold for future travel will be recognized within 12 months. For the three months ended March 31, 2026, $4.2 billion of revenue was recognized in passenger revenue that was included in American’s air traffic liability at December 31, 2025.
29
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
(Unaudited)
4. Debt
Debt included in the condensed consolidated balance sheets consisted of (in millions):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Secured | |||||||||||
2013 Term Loan Facility, variable interest rate of | $ | $ | |||||||||
2014 Term Loan Facility, variable interest rate of | |||||||||||
2023 Term Loan Facility, variable interest rate of | |||||||||||
2021 AAdvantage Term Loan Facility, variable interest rate of | |||||||||||
2025 AAdvantage Term Loan Facility, variable interest rate of | |||||||||||
Enhanced equipment trust certificates (EETCs), fixed interest rates ranging from | |||||||||||
Equipment loans and other notes payable, fixed and variable interest rates ranging from | |||||||||||
Special facility revenue bonds, fixed interest rates ranging from | |||||||||||
| Unsecured | |||||||||||
| Senior short-term term loan facility | |||||||||||
| Total | |||||||||||
| Less: Total unamortized debt discount, premium and issuance costs | |||||||||||
| Less: Current maturities | |||||||||||
| Long-term debt, net of current maturities | $ | $ | |||||||||
(1)Collectively referred to as the AAdvantage Financing.
As of March 31, 2026, the maximum availability under American’s revolving credit and other facilities is as follows (in millions):
| 2013 Revolving Facility | $ | ||||
| 2014 Revolving Facility | |||||
| 2023 Revolving Facility | |||||
Other facilities (1) | |||||
| Total | $ | ||||
(1)Includes a revolving credit facility that provides for borrowing capacity of up to $350 million. In March 2026, American elected to exercise its option to extend the maturity date of the revolving credit facility by an additional year to March 2028. Additionally, American currently has $50 million of available borrowing capacity under a cargo receivables facility that is scheduled to expire in December 2026. There are no amounts drawn under these facilities.
Secured financings, including revolving credit and other facilities, are collateralized by assets, consisting primarily of aircraft, engines, simulators, airport gate leasehold rights, route authorities, airport slots, certain receivables, certain intellectual property and certain loyalty program assets.
30
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
(Unaudited)
2026 Financing Activities
2013 Credit Facilities – 2013 Revolving Facility
In March 2026, American and AAG entered into the Eleventh Amendment to the Amended and Restated Credit and Guaranty Agreement, amending the Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015 (as amended, the 2013 Credit Agreement), pursuant to which American terminated all then-existing revolving commitments and letter of credit commitments available under the 2013 Credit Agreement and established new revolving commitments in an aggregate amount of $363 million and new letter of credit commitments (which are part of, and not in addition to, the revolving credit commitments) in an aggregate amount of $155 million (the newly established revolving commitments, the 2013 Revolving Facility), which have a maturity date of March 5, 2031. All other terms of the 2013 Revolving Facility are substantially similar to the prior revolving commitments.
2014 Credit Facilities – 2014 Revolving Facility
In March 2026, American and AAG entered into the Eleventh Amendment to the Amended and Restated Credit and Guaranty Agreement, amending the Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015 (as amended, the 2014 Credit Agreement), pursuant to which American terminated all then-existing revolving commitments and letter of credit commitments available under the 2014 Credit Agreement and established new revolving commitments in an aggregate amount of approximately $1.3 billion and new letter of credit commitments (which are part of, and not in addition to, the revolving credit commitments) in an aggregate amount of $195 million (the newly established revolving commitments, the 2014 Revolving Facility), which have a maturity date of March 5, 2031. All other terms of the 2014 Revolving Facility are substantially similar to the prior revolving commitments.
2023 Credit Facilities – 2023 Revolving Facility
In March 2026, American and AAG entered into the Fourth Amendment to the Credit and Guaranty Agreement, amending the Credit and Guaranty Agreement, dated as of December 4, 2023 (as amended, the 2023 Credit Agreement), pursuant to which American terminated all then-existing revolving commitments available under the 2023 Credit Agreement and established new revolving commitments in an aggregate amount of approximately $1.5 billion (the newly established revolving commitments, the 2023 Revolving Facility), which have a maturity date of March 5, 2031. All other terms of the 2023 Revolving Facility are substantially similar to the prior revolving commitments.
2025 AAdvantage Term Loan Facility
In February 2026, American and AAdvantage Loyalty IP Ltd., a Cayman Islands exempted company incorporated with limited liability and an indirect wholly-owned subsidiary of American (together with American, the AAdvantage Issuers) entered into a fourth amendment to the term loan credit and guaranty agreement dated March 24, 2021 (the Fourth Amendment). As a result of the Fourth Amendment, the term loans outstanding under the 2025 AAdvantage Term Loan Facility were replaced with new term loans in the same principal amount. Pursuant to the Fourth Amendment, the 2025 AAdvantage Term Loan Facility bears interest at a base rate (subject to a floor of 0.00 %) plus an applicable margin of 1.75 % per annum or, at the AAdvantage Issuers’ option, the SOFR rate for a tenor of three months (subject to a floor of 0.00 %), plus an applicable margin of 2.75 % per annum. All other terms of the 2025 AAdvantage Term Loan Facility remain substantially similar.
2026-1 Class (B)R Aircraft EETCs
In March 2026, American entered into agreements under which it borrowed $870 million in connection with the financing of certain aircraft that had been previously delivered. Debt incurred under these agreements is junior to existing equipment notes secured by such previously delivered aircraft, matures in 2028 through 2029 and bears interest at a fixed rate of 5.61 %.
2025-1 Aircraft EETCs
In November 2025, American created two pass-through trusts which issued approximately $1.1 billion aggregate face amount of Series 2025-1 Class A and Class B EETCs (the 2025-1 Aircraft EETCs) in connection with the financing of 25 aircraft delivered to American from October 2025 through March 2026 (the 2025-1 Aircraft). In 2025, $978 million of the proceeds were used to purchase equipment notes issued by American in connection with the financing of 21 of the 2025-1 Aircraft. In March 2026, approximately $127 million of proceeds were used to purchase equipment notes issued by American in connection with the financing of the four remaining 2025-1 Aircraft. As of March 31, 2026, there are no remaining proceeds held in escrow, and all proceeds have been used to purchase equipment notes issued by American.
31
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
(Unaudited)
Interest and principal payments on equipment notes issued in connection with the 2025-1 Aircraft EETCs are payable semi-annually in May and November each year, with interest payments scheduled to begin in May 2026 and principal payments scheduled to begin in November 2026.
Certain information regarding the 2025-1 Aircraft EETC equipment notes, as of March 31, 2026, is set forth in the table below:
| 2025-1 Aircraft EETCs | |||||||||||
| Series A | Series B | ||||||||||
| Aggregate principal issued | $ | $ | |||||||||
| Fixed interest rate per annum | |||||||||||
| Maturity date | May 2038 | November 2034 | |||||||||
Other Financing Activities
5. Income Taxes
At December 31, 2025, American had approximately $11.7 billion of gross federal net operating losses (NOLs) and $3.8 billion of other carryforwards available to reduce future federal taxable income, of which $1.8 billion will expire beginning in 2033 if unused and $13.7 billion can be carried forward indefinitely. American is a member of AAG’s consolidated federal and certain state income tax returns. American also had approximately $4.7 billion of NOL carryforwards to reduce future state taxable income at December 31, 2025, which will expire in taxable years 2025 through 2045 if unused.
American’s ability to use its NOLs and other carryforwards depends on the amount of taxable income generated in future periods. American provides a valuation allowance for its deferred tax assets, which include its NOLs and other carryforwards, when it is more likely than not that some portion, or all of its deferred tax assets, will not be realized. American considers all available positive and negative evidence and makes certain assumptions in evaluating the realizability of its deferred tax assets. Many factors are considered that impact American’s assessment of future profitability, including conditions which are beyond its control, such as the health of the economy, the availability and price volatility of aircraft fuel and travel demand. American has determined that positive factors outweigh negative factors in the determination of the realizability of its deferred tax assets.
American has used the discrete method to calculate income taxes for the three months ended March 31, 2026. At this time, American believes that the use of the discrete method is more appropriate than the estimated annual effective tax rate method due to the fact that small changes in projected full year income could cause material fluctuations in American’s annual effective tax rate applied during each quarter.
During the three months ended March 31, 2026, American recorded an income tax benefit of $64 million, which was substantially non-cash due to the utilization of the NOLs described above. Substantially all of American’s loss before income taxes is attributable to the United States.
32
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
(Unaudited)
6. Fair Value Measurements
Assets Measured at Fair Value on a Recurring Basis
American utilizes the market approach to measure the fair value of its financial assets. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. American’s short-term investments, restricted cash and restricted short-term investments classified as Level 2 utilize significant observable inputs, other than quoted prices in active markets, for valuation of these securities. No changes in valuation techniques or inputs occurred during the three months ended March 31, 2026.
Assets measured at fair value on a recurring basis are summarized below (in millions):
| Fair Value Measurements as of March 31, 2026 | |||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Short-term investments (1), (2): | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
| Corporate obligations | |||||||||||||||||||||||
| Bank notes/certificates of deposit/time deposits | |||||||||||||||||||||||
| Repurchase agreements | |||||||||||||||||||||||
Restricted cash and short-term investments (1), (3) | |||||||||||||||||||||||
Long-term investments (4) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(1)All short-term investments are classified as available-for-sale and stated at fair value. Unrealized gains and losses are recorded in accumulated other comprehensive loss at each reporting period. There were no credit losses.
(2)American’s short-term investments mature in one year or less.
(3)Restricted cash and short-term investments primarily include collateral held to support workers’ compensation obligations, collateral associated with the payment of interest for the AAdvantage Financing and money market funds to be used to finance the cost of improvements at the overhaul and maintenance base at Tulsa International Airport. Restricted short-term investments principally mature in one year or less.
(4)Long-term investments primarily include American’s equity investment in China Southern Airlines Company Limited (China Southern Airlines). See Note 7 for further information on American’s equity investments.
Fair Value of Debt
The fair value of American’s long-term debt was estimated using quoted market prices or discounted cash flow analyses based on American’s current estimated incremental borrowing rates for similar types of borrowing arrangements.
The carrying value and estimated fair value of American’s long-term debt, including current maturities, were as follows (in millions):
| March 31, 2026 | |||||||||||||||||||||||||||||
| Fair Value | |||||||||||||||||||||||||||||
Carrying Value | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
| Long-term debt, including current maturities | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Fair Value | |||||||||||||||||||||||||||||
Carrying Value | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
| Long-term debt, including current maturities | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
33
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
(Unaudited)
7. Investments
To help expand American’s network and as part of its ongoing commitment to sustainability, American enters into various commercial relationships or other strategic partnerships, including equity investments, with other airlines and companies. American’s equity investments are reflected in other assets on its condensed consolidated balance sheets. American’s share of equity method investees’ financial results and changes in fair value are recorded in nonoperating other expense, net on the condensed consolidated statements of operations.
American’s equity investment ownership interests and carrying values are as follows:
| Ownership Interest | Carrying Value (in millions) | ||||||||||||||||||||||||||||
| Accounting Treatment | March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Republic Airways Holdings Inc. | Equity Method | % | % | $ | $ | ||||||||||||||||||||||||
| China Southern Airlines | Fair Value | % | % | ||||||||||||||||||||||||||
Other investments (1) | Various | ||||||||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||||||||
(1)Primarily includes American’s investment in JetSMART Holdings Limited, which is accounted for under the equity method.
8. Employee Benefit Plans
The following table provides the components of net periodic benefit cost (income) (in millions):
| Pension Benefits | Retiree Medical and Other Postretirement Benefits | |||||||||||||||||||||||||
| Three Months Ended March 31, | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on assets | ( | ( | ( | ( | ||||||||||||||||||||||
| Amortization of: | ||||||||||||||||||||||||||
| Prior service cost | ||||||||||||||||||||||||||
| Unrecognized net loss (gain) | ( | ( | ||||||||||||||||||||||||
| Net periodic benefit cost (income) | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||
Effective November 1, 2012, substantially all of American’s defined benefit pension plans were frozen.
The service cost component of net periodic benefit cost (income) is included in operating expenses and the other components of net periodic benefit cost (income) are included in nonoperating other expense, net in the condensed consolidated statements of operations.
During the first three months of 2026, American made required contributions of $236 million and supplemental contributions of $50 million to its defined benefit pension plans.
34
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
(Unaudited)
9. Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive income (loss) (AOCI) are as follows (in millions):
| Pension, Retiree Medical and Other Postretirement Benefits | Unrealized Loss on Investments | Income Tax Provision (1) | Total | ||||||||||||||||||||
| Balance at December 31, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||||||||
| Amounts reclassified from AOCI | ( | ||||||||||||||||||||||
| Net current-period other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance at March 31, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(1)Relates principally to pension, retiree medical and other postretirement benefits obligations that will not be recognized in net loss until the obligations are fully extinguished. Amounts reclassified from AOCI are recognized within the income tax benefit on the condensed consolidated statements of operations.
Reclassifications out of AOCI are as follows (in millions):
| Amounts reclassified from AOCI | Affected line items on the condensed consolidated statements of operations | |||||||||||||||||||||||||||||||
| AOCI Components | Three Months Ended March 31, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||
| Amortization of pension, retiree medical and other postretirement benefits: | ||||||||||||||||||||||||||||||||
| Prior service cost | $ | $ | Nonoperating other expense, net | |||||||||||||||||||||||||||||
| Actuarial loss | Nonoperating other expense, net | |||||||||||||||||||||||||||||||
| Total reclassifications for the period, net of tax | $ | $ | ||||||||||||||||||||||||||||||
10. Regional Expenses
American’s regional carriers provide scheduled air transportation under the brand name “American Eagle.” The American Eagle carriers include AAG’s wholly-owned regional carriers as well as third-party regional carriers. American’s regional carrier arrangements are principally in the form of capacity purchase agreements. Expenses, excluding fuel expense, associated with American Eagle operations are classified as regional expenses on the condensed consolidated statements of operations.
Regional expenses for the three months ended March 31, 2026 and 2025 include $77 million and $70 million of depreciation and amortization, respectively, and each include $2
During the three months ended March 31, 2026 and 2025, American recognized $177 million and $168 million, respectively, of expense under its capacity purchase agreement with Republic Airways Inc. (Republic). American holds a 20.8 % equity interest in Republic Airways Holdings Inc., the parent company of Republic.
11. Transactions with Related Parties
The following represents the net receivables (payables) from or to related parties (in millions):
| March 31, 2026 | December 31, 2025 | ||||||||||
| AAG | $ | $ | |||||||||
AAG’s wholly-owned subsidiaries (1) | ( | ( | |||||||||
| Total | $ | $ | |||||||||
(1)The net payable to AAG’s wholly-owned subsidiaries consists primarily of amounts due under regional capacity purchase agreements with AAG’s wholly-owned regional airlines operating under the brand name of American Eagle.
35
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
(Unaudited)
12. Legal Proceedings
Private Party Antitrust Actions Related to the Northeast Alliance (NEA). On December 5, 2022 and December 7, 2022, two private party plaintiffs filed putative class action antitrust complaints against AAG and JetBlue Airways Corporation (JetBlue) in the U.S. District Court for the Eastern District of New York alleging that AAG and JetBlue violated U.S. antitrust law in connection with the previously disclosed NEA. These actions were consolidated on January 10, 2023. The private party plaintiffs filed an amended consolidated complaint on February 3, 2023. On February 2, 2023 and February 15, 2023, private party plaintiffs filed two additional putative class action antitrust complaints against AAG 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. In March 2023, AAG filed a motion in the U.S. District Court for the District of Massachusetts case asking to transfer the case to the U.S. District Court for the Eastern District of New York and consolidate it with the cases pending in that venue. The U.S. District Court for the District of Massachusetts granted that motion. The remaining cases were consolidated with the other actions in the Eastern District of New York. In June 2023, the private party plaintiffs filed a second amended consolidated complaint, followed by a third amended complaint filed in August 2023. In September 2023, AAG, together with JetBlue, filed a motion to dismiss the third amended complaint. In September 2024, the court denied that motion. AAG and JetBlue filed answers to the private party plaintiffs’ third amended complaint in October 2024. AAG believes these lawsuits are without merit and is defending against them vigorously.
American Eagle Flight 5342 Accident Litigation. On January 29, 2025, American Eagle flight 5342 was involved in a fatal accident in Washington, D.C. The Bombardier CRJ700 aircraft operated by PSA Airlines, Inc. (PSA) was en route to Washington, D.C. from Wichita, Kansas when it was involved in a midair collision near Ronald Reagan Washington National Airport. Beginning on September 24, 2025, multiple wrongful death and survival actions have been filed in the U.S. District Court for the District of Columbia related to the accident. AAG expects additional actions will continue to be filed. All cases have been assigned to the same judge and are subject to streamlined pleading and discovery procedures. The court required plaintiffs to file a single consolidated Master Complaint (MC), with later joining plaintiffs to file short form complaints adopting the MC and adding any plaintiff-specific information. The MC alleges that the U.S. Government, American and PSA negligently caused or contributed to the accident. Defendants’ respective deadlines to respond to the MC were in December 2025. The U.S. Government filed an answer to the MC admitting liability only as to claims that the helicopter pilots were negligent in failing to see and avoid Flight 5342. American and PSA filed motions to dismiss asserting federal preemption and related failure to state a claim grounds. The airlines’ motions to dismiss were denied without prejudice on February 27, 2026. Plaintiffs filed an amended complaint on March 27, 2026. Discovery is ongoing pursuant to an expedited 18-month discovery and pre-trial calendar, which sets the trial date for April 12, 2027. American believes these lawsuits are without merit as to both American and PSA and is defending against them vigorously.
General. In addition to the specifically identified legal proceedings, American and its subsidiaries are also engaged in other legal proceedings from time to time. 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 American’s control. Therefore, although American will vigorously defend itself in each of the actions described above and such other legal proceedings, their ultimate resolution and potential financial and other impacts on American are uncertain but could be material.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Part I, Item 2 of this report should be read in conjunction with Part II, Item 7 of AAG’s and American’s Annual Report on Form 10-K for the year ended December 31, 2025 (the 2025 Form 10-K). The information contained herein is not a comprehensive discussion and analysis of the financial condition and results of operations of AAG and American, but rather updates disclosures made in the 2025 Form 10-K.
Financial Overview
Business and Macroeconomic Conditions
Worldwide macroeconomic, political and military events, including war, terrorist activity, and conflict in the Middle East (particularly if it intensifies or is prolonged) and in Ukraine, have contributed, and are likely to continue to contribute, to oil and natural gas price volatility. These factors, along with changes in U.S. or international trade policies and continued uncertainty surrounding such policies, could lead to weakened business conditions for the transportation industry, which may adversely impact our operations through increased supply chain challenges, commodity price volatility and a decline in discretionary spending and consumer confidence, among others.
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. Because of the amount of fuel needed to operate our business, even a relatively small increase or decrease in the price of aircraft fuel can have a material effect on our operating results and liquidity. Market prices for aircraft fuel have fluctuated substantially over the first quarter of 2026 and prices continue to be highly volatile, with market spot prices ranging from a low of approximately $1.86 per gallon to a high of approximately $4.75 per gallon during the first quarter of 2026.
AAG’s First Quarter 2026 Results
The selected financial data presented below is derived from AAG’s unaudited condensed consolidated financial statements included in Part I, Item 1A of this report and should be read in conjunction with those financial statements and the related notes thereto.
| Three Months Ended March 31, | Increase (Decrease) | Percent Increase (Decrease) | |||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (In millions, except percentage changes) | |||||||||||||||||||||||
| Passenger revenue | $ | 12,495 | $ | 11,391 | $ | 1,104 | 9.7 | ||||||||||||||||
| Cargo revenue | 214 | 189 | 25 | 12.9 | |||||||||||||||||||
| Other operating revenue | 1,203 | 971 | 232 | 23.9 | |||||||||||||||||||
| Total operating revenues | 13,912 | 12,551 | 1,361 | 10.8 | |||||||||||||||||||
| Aircraft fuel and related taxes | 2,928 | 2,587 | 341 | 13.2 | |||||||||||||||||||
| Salaries, wages and benefits | 4,674 | 4,222 | 452 | 10.7 | |||||||||||||||||||
| Total operating expenses | 13,953 | 12,821 | 1,132 | 8.8 | |||||||||||||||||||
| Operating loss | (41) | (270) | (229) | (85.0) | |||||||||||||||||||
| Pre-tax loss | (476) | (648) | (172) | (26.6) | |||||||||||||||||||
| Income tax benefit | (94) | (175) | (81) | (46.7) | |||||||||||||||||||
| Net loss | (382) | (473) | (91) | (19.2) | |||||||||||||||||||
| Pre-tax loss – GAAP | $ | (476) | $ | (648) | $ | (172) | (26.6) | ||||||||||||||||
Adjusted for: pre-tax net special items (1) | 149 | 118 | 31 | 25.0 | |||||||||||||||||||
| Pre-tax loss excluding net special items | $ | (327) | $ | (530) | $ | (203) | (38.2) | ||||||||||||||||
(1)See “Reconciliation of GAAP to Non-GAAP Financial Measures” below and Note 2 to AAG’s Condensed Consolidated Financial Statements in Part I, Item 1A for details on the components of net special items.
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Pre-Tax Loss and Net Loss
Pre-tax loss and net loss were $476 million and $382 million, respectively, in the first quarter of 2026. This compares to first quarter of 2025 pre-tax loss and net loss of $648 million and $473 million, respectively. Excluding the effects of pre-tax net special items, pre-tax loss was $327 million and $530 million in the first quarters of 2026 and 2025, respectively.
The period-over-period decrease in pre-tax loss on both a GAAP basis and excluding pre-tax net special items was principally driven by an increase in passenger revenue, offset in part by increases in certain operating expenses including salaries, wages, and benefits, aircraft fuel and related taxes and other operating expenses.
Revenue
In the first quarter of 2026, we reported total operating revenues of $13.9 billion, an increase of $1.4 billion, or 10.8%, from the first quarter of 2025. Passenger revenue was $12.5 billion in the first quarter of 2026, an increase of $1.1 billion, or 9.7%, from the first quarter of 2025. Passenger revenue performance improved in the first quarter of 2026, primarily due to higher domestic and international demand for air travel with passenger revenue per available seat mile (PRASM) increasing 6.5% compared to the first quarter of 2025. This increase was primarily driven by a 5.6% increase in passenger yield, while load factor increased 0.7pts compared to the first quarter of 2025.
Cargo revenue increased $25 million, or 12.9%, in the first quarter of 2026 from the first quarter of 2025, primarily due to a 9.0% increase in cargo ton miles and a 3.6% increase in cargo yield.
Other operating revenue increased $232 million, or 23.9%, in the first quarter of 2026 from the first quarter of 2025, driven primarily by higher revenue associated with our loyalty program. During the three months ended March 31, 2026 and 2025, cash payments from co-branded credit card and other partners were $2.9 billion and $1.8 billion, respectively. Cash remuneration for the first quarter of 2026 included a one-time cash payment associated with the extension of a partner agreement announced in 2025.
Our total revenue per available seat mile (TRASM) was 19.32 cents in the first quarter of 2026, a 7.6% increase as compared to 17.95 cents in the first quarter of 2025.
Fuel
Aircraft fuel and related taxes was $2.9 billion in the first quarter of 2026, which was $341 million, or 13.2%, higher as compared to the first quarter of 2025. This was primarily due to a 10.7% increase in the average price per gallon of aircraft fuel including related taxes to $2.75 in the first quarter of 2026 from $2.48 in the first quarter of 2025 and a 2.3% increase in gallons of fuel consumed due to increased capacity.
As of March 31, 2026, 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 fuel prices. 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” in our 2025 Form 10-K.
Other Costs
We remain committed to actively managing our cost structure, which we believe is necessary in an industry whose economic prospects are heavily dependent upon two variables we cannot control: general economic conditions and the price of fuel. Additionally, we continue to focus on initiatives to reengineer our business through the use of digital solutions, process enhancements and procurement transformation and we intend to continue to invest in reengineering our business through the remainder of 2026 and beyond to build an even more efficient airline and continue to manage costs while delivering a better experience for our customers and team.
Our 2026 first quarter total operating cost per available seat mile (CASM) was 19.38 cents, an increase of 5.6% from 18.34 cents in the first quarter of 2025. The increase in CASM was primarily driven by higher costs for salaries, wages and benefits, aircraft fuel and other operating expenses, offset in part by a decrease in mainline operating special items, net.
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Our 2026 first quarter CASM excluding net special items, fuel and profit sharing was 15.29 cents, an increase of 5.2% from 14.54 cents in the first quarter of 2025, which was primarily driven by higher costs for salaries, wages and benefits and other operating expenses.
For a reconciliation of CASM to CASM excluding net special items, fuel and profit sharing see “Reconciliation of GAAP to Non-GAAP Financial Measures” below.
Liquidity
As of March 31, 2026, we had $10.8 billion in total available liquidity, consisting of $7.3 billion in unrestricted cash and short-term investments, and $3.5 billion in total undrawn capacity under revolving credit and other facilities.
During the first three months of 2026, we completed the following financing transactions (see Note 5 to AAG’s Condensed Consolidated Financial Statements in Part I, Item 1A for further information on 2026 financing activities):
•repaid in full $629 million of the outstanding principal amount of the senior short-term term loan facility;
•prepaid in full $1.0 billion of the outstanding principal amount of the 8.50% senior secured notes;
•amended the 2025 AAdvantage Term Loan Facility to reduce the applicable interest rate margin;
•increased the aggregate revolving commitments under the 2013, 2014 and 2023 Revolving Facilities from $3.0 billion to $3.1 billion and extended the maturity of each facility from June 4, 2029 to March 5, 2031;
•received approximately $870 million and $127 million in proceeds from enhanced equipment trust certificates (EETCs) under the 2026-1 Class (B)R Aircraft EETCs and the 2025-1 Class A and B EETCs, respectively, in connection with the financing of certain aircraft;
•extended the maturity date of a revolving credit facility that provides for borrowing capacity of up to $350 million by an additional year to March 2028; and
•incurred $554 million in net payments on fuel financing transactions.
Reconciliation of GAAP to Non-GAAP Financial Measures
We sometimes use financial measures that are derived from the condensed consolidated financial statements but that are not presented in accordance with accounting principles generally accepted in the U.S. (GAAP) to understand and evaluate our current operating performance and to allow for period-to-period comparisons. We believe these non-GAAP financial measures may also provide useful information to investors and others. These non-GAAP measures may not be comparable to similarly titled non-GAAP measures of other companies, and should be considered in addition to, and not as a substitute for or superior to, any measure of performance, cash flow or liquidity prepared in accordance with GAAP. We are providing a reconciliation of reported non-GAAP financial measures to their comparable financial measures on a GAAP basis.
The following table presents the reconciliation of pre-tax loss (GAAP measure) to pre-tax loss excluding net special items (non-GAAP measure). Management uses this non-GAAP financial measure to evaluate our current operating performance and to allow for period-to-period comparisons. 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.
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| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Reconciliation of Pre-Tax Loss Excluding Net Special Items: | |||||||||||||||||||||||
| Pre-tax loss – GAAP | $ | (476) | $ | (648) | |||||||||||||||||||
Pre-tax net special items (1): | |||||||||||||||||||||||
| Mainline operating special items, net | 14 | 70 | |||||||||||||||||||||
| Nonoperating special items, net | 135 | 48 | |||||||||||||||||||||
| Total pre-tax net special items | 149 | 118 | |||||||||||||||||||||
| Pre-tax loss excluding net special items | $ | (327) | $ | (530) | |||||||||||||||||||
(1)See Note 2 to AAG’s Condensed Consolidated Financial Statements in Part I, Item 1A for further information on net special items.
Additionally, the table below presents the reconciliation of total operating costs (GAAP measure) to total operating costs excluding net special items, fuel and profit sharing (non-GAAP measure) and CASM to CASM excluding net special items, fuel and profit sharing. Management uses total operating costs excluding net special items, fuel and profit sharing and CASM excluding net special items, fuel and profit sharing to evaluate our current operating performance and for period-to-period comparisons. The price of fuel, over which we have no control, impacts the comparability of period-to-period financial performance. Additionally, we exclude profit sharing to allow investors to better understand and analyze our operating cost performance and to provide a more meaningful comparison of our core operating costs to the airline industry. The adjustment to exclude net special items, fuel and profit sharing 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.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Reconciliation of CASM Excluding Net Special Items, Fuel and Profit Sharing: | |||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Total operating expenses – GAAP | $ | 13,953 | $ | 12,821 | |||||||||||||||||||
Operating net special items (1): | |||||||||||||||||||||||
Mainline operating special items, net | (14) | (70) | |||||||||||||||||||||
| Aircraft fuel and related taxes | (2,928) | (2,587) | |||||||||||||||||||||
| Profit sharing | — | — | |||||||||||||||||||||
| Total operating expenses, excluding net special items, fuel and profit sharing | $ | 11,011 | $ | 10,164 | |||||||||||||||||||
| Total available seat miles (ASM) | 72,009 | 69,904 | |||||||||||||||||||||
| (In cents) | |||||||||||||||||||||||
| CASM | 19.38 | 18.34 | |||||||||||||||||||||
Operating net special items per ASM (1): | |||||||||||||||||||||||
| Mainline operating special items, net | (0.02) | (0.10) | |||||||||||||||||||||
| Aircraft fuel and related taxes per ASM | (4.07) | (3.70) | |||||||||||||||||||||
| Profit sharing per ASM | — | — | |||||||||||||||||||||
| CASM, excluding net special items, fuel and profit sharing | 15.29 | 14.54 | |||||||||||||||||||||
(1)See Note 2 to AAG’s Condensed Consolidated Financial Statements in Part I, Item 1A for further information on net special items.
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AAG’s Results of Operations
Operating Statistics
The table below sets forth selected operating data for the three months ended March 31, 2026 and 2025. Amounts may not recalculate due to rounding.
| Three Months Ended March 31, | Increase | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
Revenue passenger miles (millions) (a) | 58,551 | 56,356 | 3.9% | ||||||||||||||||||||||||||||||||
Available seat miles (millions) (b) | 72,009 | 69,904 | 3.0% | ||||||||||||||||||||||||||||||||
Passenger load factor (percent) (c) | 81.3 | 80.6 | 0.7pts | ||||||||||||||||||||||||||||||||
Yield (cents) (d) | 21.34 | 20.21 | 5.6% | ||||||||||||||||||||||||||||||||
Passenger revenue per available seat mile (cents) (e) | 17.35 | 16.30 | 6.5% | ||||||||||||||||||||||||||||||||
Total revenue per available seat mile (cents) (f) | 19.32 | 17.95 | 7.6% | ||||||||||||||||||||||||||||||||
Fuel consumption (gallons in millions) | 1,066 | 1,042 | 2.3% | ||||||||||||||||||||||||||||||||
Average aircraft fuel price including related taxes (dollars per gallon) | 2.75 | 2.48 | 10.7% | ||||||||||||||||||||||||||||||||
Total operating cost per available seat mile (cents) (g) | 19.38 | 18.34 | 5.6% | ||||||||||||||||||||||||||||||||
Aircraft at end of period (h) | 1,594 | 1,552 | 2.7% | ||||||||||||||||||||||||||||||||
Full-time equivalent employees at end of period | 138,900 | 133,100 | 4.4% | ||||||||||||||||||||||||||||||||
(a)Revenue passenger mile (RPM) – A basic measure of sales volume. One RPM represents one passenger flown one mile.
(b)Available seat mile (ASM) – A basic measure of production. One ASM represents one seat flown one mile.
(c)Passenger load factor – The percentage of available seats that are filled with revenue passengers.
(d)Yield – A measure of airline revenue derived by dividing passenger revenue by RPMs.
(e)Passenger revenue per available seat mile (PRASM) – Passenger revenue divided by ASMs.
(f)Total revenue per available seat mile (TRASM) – Total revenues divided by ASMs.
(g)Total operating cost per available seat mile (CASM) – Total operating expenses divided by ASMs.
(h)Includes aircraft owned and leased by American as well as aircraft operated by third-party regional carriers under capacity purchase agreements. Excluded from the aircraft count above as of March 31, 2026 are three Airbus A321XLR mainline aircraft and two Bombardier CRJ900 regional aircraft held in temporary storage.
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Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Operating Revenues
| Three Months Ended March 31, | Increase | Percent Increase | |||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (In millions, except percentage changes) | |||||||||||||||||||||||
| Passenger | $ | 12,495 | $ | 11,391 | $ | 1,104 | 9.7 | ||||||||||||||||
| Cargo | 214 | 189 | 25 | 12.9 | |||||||||||||||||||
| Other | 1,203 | 971 | 232 | 23.9 | |||||||||||||||||||
| Total operating revenues | $ | 13,912 | $ | 12,551 | $ | 1,361 | 10.8 | ||||||||||||||||
This table presents our passenger revenue and the period-over-period change in certain operating statistics:
Increase vs. Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2026 | RPMs | ASMs | Load Factor | Passenger Yield | PRASM | ||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||
| Passenger revenue | $ | 12,495 | 3.9% | 3.0% | 0.7pts | 5.6% | 6.5% | ||||||||||||||||||||||||||||
Passenger revenue increased $1.1 billion, or 9.7%, in the first quarter of 2026 from the first quarter of 2025, primarily due to higher domestic and international demand for air travel with PRASM increasing 6.5% compared to the first quarter of 2025. This increase was primarily driven by a 5.6% increase in passenger yield, while load factor increased 0.7pts compared to the first quarter of 2025.
Cargo revenue increased $25 million, or 12.9%, in the first quarter of 2026 from the first quarter of 2025, primarily due to a 9.0% increase in cargo ton miles and a 3.6% increase in cargo yield.
Other operating revenue increased $232 million, or 23.9%, in the first quarter of 2026 from the first quarter of 2025, driven primarily by higher revenue associated with our loyalty program. During the three months ended March 31, 2026 and 2025, cash payments from co-branded credit card and other partners were $2.9 billion and $1.8 billion, respectively. Cash remuneration for the first quarter of 2026 included a one-time cash payment associated with the extension of a partner agreement announced in 2025.
Operating Expenses
| Three Months Ended March 31, | Increase (Decrease) | Percent Increase (Decrease) | |||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (In millions, except percentage changes) | |||||||||||||||||||||||
| Aircraft fuel and related taxes | $ | 2,928 | $ | 2,587 | $ | 341 | 13.2 | ||||||||||||||||
| Salaries, wages and benefits | 4,674 | 4,222 | 452 | 10.7 | |||||||||||||||||||
| Regional expenses | 1,404 | 1,351 | 53 | 3.9 | |||||||||||||||||||
| Maintenance, materials and repairs | 982 | 922 | 60 | 6.5 | |||||||||||||||||||
| Other rent and landing fees | 890 | 826 | 64 | 7.7 | |||||||||||||||||||
| Aircraft rent | 309 | 297 | 12 | 3.9 | |||||||||||||||||||
| Selling expenses | 507 | 450 | 57 | 12.8 | |||||||||||||||||||
| Depreciation and amortization | 475 | 468 | 7 | 1.6 | |||||||||||||||||||
| Mainline operating special items, net | 14 | 70 | (56) | (80.6) | |||||||||||||||||||
| Other | 1,770 | 1,628 | 142 | 8.7 | |||||||||||||||||||
| Total operating expenses | $ | 13,953 | $ | 12,821 | $ | 1,132 | 8.8 | ||||||||||||||||
Aircraft fuel and related taxes increased $341 million, or 13.2%, in the first quarter of 2026 from the first quarter of 2025, primarily due to a 10.7% increase in the average price per gallon of aircraft fuel including related taxes to $2.75 in the first quarter of 2026 from $2.48 in the first quarter of 2025 and a 2.3% increase in gallons of fuel consumed due to increased capacity.
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Salaries, wages and benefits increased $452 million, or 10.7%, in the first quarter of 2026 from the first quarter of 2025, primarily due to annual contractual wage rate increases and a 3.9% increase in mainline full-time equivalent employees subsequent to the first quarter of 2025.
Maintenance, materials and repairs increased $60 million, or 6.5%, in the first quarter of 2026 from the first quarter of 2025, primarily due to increased costs for airframe heavy checks, component part repairs and engine overhauls driven by higher volume and cost of materials.
Other rent and landing fees increased $64 million, or 7.7%, in the first quarter of 2026 from the first quarter of 2025, primarily due to rate increases at certain airports.
Selling expenses increased $57 million, or 12.8%, in the first quarter of 2026 from the first quarter of 2025, primarily due to higher commissions from renegotiated agency contracts, higher credit card fees driven by the overall increase in passenger revenue and increased advertising expenses.
Other operating expenses increased $142 million, or 8.7%, in the first quarter of 2026 from the first quarter of 2025, primarily driven by increased costs for crew travel, onboard food and catering, Wi-Fi, ground and cargo handling, passenger accommodation and certain general and administrative expenses.
Operating Special Items, Net
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (In millions) | |||||||||||
| Litigation reserve adjustments | $ | 12 | $ | 30 | |||||||
Labor contract expenses (1) | 2 | 31 | |||||||||
| Other operating special items, net | — | 9 | |||||||||
| Mainline operating special items, net | $ | 14 | $ | 70 | |||||||
(1)Labor contract expenses for the three months ended March 31, 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.
Nonoperating Results
| Three Months Ended March 31, | Increase (Decrease) | Percent Increase (Decrease) | |||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (In millions, except percentage changes) | |||||||||||||||||||||||
| Interest income | $ | 55 | $ | 94 | $ | (39) | (41.3) | ||||||||||||||||
| Interest expense, net | (397) | (428) | 31 | (7.3) | |||||||||||||||||||
| Other expense, net | (93) | (44) | (49) | nm(1) | |||||||||||||||||||
| Total nonoperating expense, net | $ | (435) | $ | (378) | $ | (57) | 15.1 | ||||||||||||||||
(1)Not meaningful or greater than 100% change.
Interest income decreased $39 million, or 41.3%, in the first quarter of 2026 from the first quarter of 2025, primarily due to a decrease in the average balance of our short-term investments and lower interest rates, resulting in reduced returns. Interest expense, net decreased $31 million, or 7.3%, in the first quarter of 2026 from the first quarter of 2025, primarily due to lower interest rates on our variable-rate debt instruments and lower outstanding debt subsequent to the first quarter of 2025, as we continue our efforts to strengthen the balance sheet.
In the first quarter of 2026, other nonoperating expense, net included $135 million of net special items primarily for mark-to-market net unrealized losses associated with certain equity investments and costs associated with debt refinancings and extinguishments, offset in part by $18 million of non-service-related pension and other postretirement benefit plan income.
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In the first quarter of 2025, other nonoperating expense, net primarily included $48 million of net special charges for mark-to-market net unrealized losses associated with certain equity investments and debt refinancings and extinguishments, as well as $11 million of foreign currency losses, offset in part by $11 million of non-service-related pension and other postretirement benefit plan income.
Income Taxes
In the first quarter of 2026, we recorded an income tax benefit of $94 million. Substantially all of our loss before income taxes is attributable to the United States.
See Note 6 to AAG’s Condensed Consolidated Financial Statements in Part I, Item 1A for additional information on income taxes.
American’s Results of Operations
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Operating Revenues
| Three Months Ended March 31, | Increase | Percent Increase | |||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (In millions, except percentage changes) | |||||||||||||||||||||||
| Passenger | $ | 12,495 | $ | 11,391 | $ | 1,104 | 9.7 | ||||||||||||||||
| Cargo | 214 | 189 | 25 | 12.9 | |||||||||||||||||||
| Other | 1,202 | 969 | 233 | 24.1 | |||||||||||||||||||
| Total operating revenues | $ | 13,911 | $ | 12,549 | $ | 1,362 | 10.9 | ||||||||||||||||
Passenger revenue increased $1.1 billion, or 9.7%, in the first quarter of 2026 from the first quarter of 2025, primarily due to higher domestic and international demand for air travel with PRASM increasing compared to the first quarter of 2025. This increase was primarily driven by an increase in passenger yield, while load factor increased compared to the first quarter of 2025.
Cargo revenue increased $25 million, or 12.9%, in the first quarter of 2026 from the first quarter of 2025, primarily due to an increase in cargo ton miles and cargo yield.
Other operating revenue increased $233 million, or 24.1%, in the first quarter of 2026 from the first quarter of 2025, driven primarily by higher revenue associated with American’s loyalty program. During the three months ended March 31, 2026 and 2025, cash payments from co-branded credit card and other partners were $2.9 billion and $1.8 billion, respectively. Cash remuneration for the first quarter of 2026 included a one-time cash payment associated with the extension of a partner agreement announced in 2025.
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Operating Expenses
| Three Months Ended March 31, | Increase (Decrease) | Percent Increase (Decrease) | |||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (In millions, except percentage changes) | |||||||||||||||||||||||
| Aircraft fuel and related taxes | $ | 2,928 | $ | 2,587 | $ | 341 | 13.2 | ||||||||||||||||
| Salaries, wages and benefits | 4,672 | 4,220 | 452 | 10.7 | |||||||||||||||||||
| Regional expenses | 1,399 | 1,349 | 50 | 3.7 | |||||||||||||||||||
| Maintenance, materials and repairs | 982 | 922 | 60 | 6.5 | |||||||||||||||||||
| Other rent and landing fees | 890 | 826 | 64 | 7.7 | |||||||||||||||||||
| Aircraft rent | 309 | 297 | 12 | 3.9 | |||||||||||||||||||
| Selling expenses | 507 | 450 | 57 | 12.8 | |||||||||||||||||||
| Depreciation and amortization | 475 | 467 | 8 | 1.7 | |||||||||||||||||||
| Mainline operating special items, net | 14 | 70 | (56) | (80.6) | |||||||||||||||||||
| Other | 1,771 | 1,629 | 142 | 8.7 | |||||||||||||||||||
| Total operating expenses | $ | 13,947 | $ | 12,817 | $ | 1,130 | 8.8 | ||||||||||||||||
Aircraft fuel and related taxes increased $341 million, or 13.2%, in the first quarter of 2026 from the first quarter of 2025, primarily due to a 10.7% increase in the average price per gallon of aircraft fuel including related taxes to $2.75 in the first quarter of 2026 from $2.48 in the first quarter of 2025 and a 2.3% increase in gallons of fuel consumed due to increased capacity.
Salaries, wages and benefits increased $452 million, or 10.7%, in the first quarter of 2026 from the first quarter of 2025, primarily due to annual contractual wage rate increases and a 3.9% increase in mainline full-time equivalent employees subsequent to the first quarter of 2025.
Maintenance, materials and repairs increased $60 million, or 6.5%, in the first quarter of 2026 from the first quarter of 2025, primarily due to increased costs for airframe heavy checks, component part repairs and engine overhauls driven by higher volume and cost of materials.
Other rent and landing fees increased $64 million, or 7.7%, in the first quarter of 2026 from the first quarter of 2025, primarily due to rate increases at certain airports.
Selling expenses increased $57 million, or 12.8%, in the first quarter of 2026 from the first quarter of 2025, primarily due to higher commissions from renegotiated agency contracts, higher credit card fees driven by the overall increase in passenger revenue and increased advertising expenses.
Other operating expenses increased $142 million, or 8.7%, in the first quarter of 2026 from the first quarter of 2025, primarily driven by increased costs for crew travel, onboard food and catering, ground and cargo handling, Wi-Fi, passenger accommodation and certain general and administrative expenses.
Operating Special Items, Net
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (In millions) | |||||||||||
| Litigation reserve adjustments | $ | 12 | $ | 30 | |||||||
Labor contract expenses (1) | 2 | 31 | |||||||||
| Other operating special items, net | — | 9 | |||||||||
| Mainline operating special items, net | $ | 14 | $ | 70 | |||||||
(1)Labor contract expenses for the three months ended March 31, 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 American’s mainline maintenance and fleet service team members.
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Nonoperating Results
| Three Months Ended March 31, | Increase (Decrease) | Percent Increase (Decrease) | ||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||
| (In millions, except percentage changes) | ||||||||||||||||||||||||||||||||
| Interest income | $ | 192 | $ | 236 | $ | (44) | (18.6) | |||||||||||||||||||||||||
| Interest expense, net | (400) | (452) | 52 | (11.5) | ||||||||||||||||||||||||||||
| Other expense, net | (94) | (44) | (50) | nm | ||||||||||||||||||||||||||||
| Total nonoperating expense, net | $ | (302) | $ | (260) | $ | (42) | 16.0 | |||||||||||||||||||||||||
Interest income decreased $44 million, or 18.6%, in the first quarter of 2026 from the first quarter of 2025, primarily due to a decrease in the average balance of American’s short-term investments and lower interest rates, resulting in reduced returns. Interest expense, net decreased $52 million, or 11.5%, in the first quarter of 2026 from the first quarter of 2025, primarily due to lower interest rates on its variable-rate debt instruments and lower outstanding debt subsequent to the first quarter of 2025, as American continues its efforts to strengthen the balance sheet.
In the first quarter of 2026, other nonoperating expense, net included $135 million of net special items primarily for mark-to-market net unrealized losses associated with certain equity investments and costs associated with debt refinancings and extinguishments, offset in part by $18 million of non-service-related pension and other postretirement benefit plan income.
In the first quarter of 2025, other nonoperating expense, net primarily included $48 million of net special charges for mark-to-market net unrealized losses associated with certain equity investments and debt refinancings and extinguishments, as well as $11 million of foreign currency losses, offset in part by $11 million of non-service-related pension and other postretirement benefit plan income.
Income Taxes
American is a member of AAG’s consolidated federal and certain state income tax returns.
In the first quarter of 2026, American recorded an income tax benefit of $64 million. Substantially all of American’s loss before income taxes is attributable to the United States.
See Note 5 to American’s Condensed Consolidated Financial Statements in Part I, Item 1B for additional information on income taxes.
Liquidity and Capital Resources
Liquidity
At March 31, 2026, AAG had $10.8 billion in total available liquidity and $717 million in restricted cash and short-term investments. Additional detail regarding our available liquidity is provided in the table below (in millions):
| AAG | American | ||||||||||||||||||||||
| March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | ||||||||||||||||||||
| Cash | $ | 903 | $ | 954 | $ | 889 | $ | 936 | |||||||||||||||
| Short-term investments | 6,391 | 4,882 | 6,388 | 4,880 | |||||||||||||||||||
| Undrawn facilities | 3,510 | 3,397 | 3,510 | 3,397 | |||||||||||||||||||
| Total available liquidity | $ | 10,804 | $ | 9,233 | $ | 10,787 | $ | 9,213 | |||||||||||||||
In the ordinary course of our business, we or our affiliates may, at any time and from time to time, seek to prepay, retire or repurchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases, prepayments, retirements or exchanges, if any, will be conducted on such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, legal and contractual restrictions and other factors. The amounts involved may be material.
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Certain Covenants
Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, may restrict our ability and that of our subsidiaries to incur additional indebtedness, pay dividends or repurchase stock. Our debt agreements also contain customary change of control provisions, which may require us to repay or redeem such indebtedness upon certain events constituting a change of control under the relevant agreement, in certain cases at a premium. Additionally, certain of our debt financing agreements (including our secured notes, term loans, revolving credit facilities and spare engine EETCs) contain loan to value (LTV) or collateral coverage ratio covenants and certain agreements require us to appraise the related collateral annually or semiannually. Pursuant to such agreements, if the applicable LTV or collateral coverage ratio exceeds or falls below a specified threshold, as the case may be, we will be required, as applicable, to pledge additional qualifying collateral (which in some cases may include cash or investment securities), withhold additional cash in certain accounts, or pay down such financing, in whole or in part, or the interest rate for the relevant financing will be increased. Additionally, a significant portion of our debt financing agreements 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. The AAdvantage Financing contains a peak debt service coverage ratio, pursuant to which failure to comply with a certain threshold may result in early repayment, in whole or in part, of the AAdvantage Financing. As of the most recent applicable measurement dates, we were in compliance with each of the foregoing covenants.
Sources and Uses of Cash
AAG
Operating Activities
Our net cash provided by operating activities was $4.2 billion and $2.5 billion for the first quarter of 2026 and 2025, respectively, a $1.8 billion period-over-period increase driven primarily by working capital increases principally in our air traffic liability and loyalty program deferred revenue.
Investing Activities
Our net cash used in investing activities was $2.3 billion and $1.2 billion for the first quarter of 2026 and 2025, respectively.
Our principal investing activities in the first quarter of 2026 included $1.5 billion in net purchases of short-term investments and $811 million of capital expenditures, which primarily related to the purchase of nine Boeing 737 MAX aircraft, two Embraer E175 aircraft, one Bombardier CRJ900 aircraft and six aircraft engines.
Our principal investing activities in the first quarter of 2025 included $824 million of capital expenditures, which primarily related to the purchase of seven Boeing 737 MAX aircraft, two Embraer E175 aircraft, two Bombardier CRJ900 aircraft, one Airbus A321neo aircraft and four aircraft engines. Additionally, we had $457 million in net purchases of short-term investments.
Financing Activities
Our net cash used in financing activities was $1.9 billion and $1.2 billion for the first quarter of 2026 and 2025, respectively.
Our principal financing activities in the first quarter of 2026 included $2.3 billion in long-term debt and finance lease repayments, consisting of the $1.0 billion early repayment on the outstanding principal amount of the 8.50% senior secured notes and $1.3 billion in scheduled repayments, including the outstanding principal amount of the senior short-term term loan facility. Additionally, we incurred $554 million in net payments on fuel financing transactions. These cash outflows were offset in part by $997 million of proceeds from the issuance of EETCs in connection with the financing of certain aircraft.
Our principal financing activities in the first quarter of 2025 primarily included $1.4 billion in long-term debt and finance lease repayments, consisting of $910 million in scheduled repayments, $308 million of early repayments toward portions of the outstanding principal amounts of the 10.75% senior secured IP notes and 10.75% senior secured LGA/DCA notes and $144 million of early repayments for the outstanding principal amount of equipment notes issued under an EETC. These cash outflows were offset in part by $325 million of proceeds from the issuance of long-term debt, primarily from the issuance of equipment loans and other notes payable in connection with the financing of certain aircraft.
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American
Operating Activities
American’s net cash provided by operating activities was $4.2 billion and $2.3 billion for the first quarter of 2026 and 2025, respectively, a $1.8 billion period-over-period increase driven primarily by working capital increases principally in American’s air traffic liability and loyalty program deferred revenue.
Investing Activities
American’s net cash used in investing activities was $2.3 billion and $1.2 billion for the first quarter of 2026 and 2025, respectively.
American’s principal investing activities in the first quarter of 2026 included $1.5 billion in net purchases of short-term investments and $788 million of capital expenditures, which primarily related to the purchase of nine Boeing 737 MAX aircraft, two Embraer E175 aircraft, one Bombardier CRJ900 aircraft and six aircraft engines.
American’s principal investing activities in the first quarter of 2025 included $805 million of capital expenditures, which primarily related to the purchase of seven Boeing 737 MAX aircraft, two Embraer E175 aircraft, two Bombardier CRJ900 aircraft, one Airbus A321neo aircraft and four aircraft engines. Additionally, American had $457 million in net purchases of short-term investments.
Financing Activities
American’s net cash used in financing activities was $1.9 billion and $1.1 billion for the first quarter of 2026 and 2025, respectively.
American’s principal financing activities in the first quarter of 2026 included $2.3 billion in long-term debt and finance lease repayments, consisting of the $1.0 billion early repayment on the outstanding principal amount of the 8.50% senior secured notes and $1.3 billion in scheduled repayments, including the outstanding principal amount of the senior short-term term loan facility. Additionally, American incurred $554 million in net payments on fuel financing transactions. These cash outflows were offset in part by $997 million of proceeds from the issuance of EETCs in connection with the financing of certain aircraft.
American’s principal financing activities in the first quarter of 2025 primarily included $1.4 billion in long-term debt and finance lease repayments, consisting of $909 million in scheduled repayments, $308 million of early repayments toward portions of the outstanding principal amounts of the 10.75% senior secured IP notes and 10.75% senior secured LGA/DCA notes and $144 million of early repayments for the outstanding principal amount of equipment notes issued under an EETC. These cash outflows were offset in part by $325 million of proceeds from the issuance of long-term debt, primarily from the issuance of equipment loans and other notes payable in connection with the financing of certain aircraft.
Commitments
Significant Indebtedness
As of March 31, 2026, AAG had $27.3 billion in long-term debt, including current maturities of $4.1 billion. As of March 31, 2026, American had $23.6 billion in long-term debt, including current maturities of $4.1 billion. All material changes in our significant indebtedness since our 2025 Form 10-K are discussed in Note 5 to AAG’s Condensed Consolidated Financial Statements in Part I, Item 1A and Note 4 to American’s Condensed Consolidated Financial Statements in Part I, Item 1B.
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Aircraft and Engine Purchase Commitments
As of March 31, 2026, we had definitive purchase agreements for the acquisition of the following new aircraft (1):
| Remainder of 2026 | 2027 | 2028 | 2029 and Thereafter | Total | |||||||||||||||||||||||||
| Airbus | |||||||||||||||||||||||||||||
A320 Family(2) | 15 | 23 | 48 | 75 | 161 | ||||||||||||||||||||||||
| Boeing | |||||||||||||||||||||||||||||
| 737 Family | 5 | — | — | 115 | 120 | ||||||||||||||||||||||||
| 787 Family | 1 | 3 | 5 | 10 | 19 | ||||||||||||||||||||||||
| Embraer | |||||||||||||||||||||||||||||
| E175 | 17 | 14 | 17 | 30 | 78 | ||||||||||||||||||||||||
| Total | 38 | 40 | 70 | 230 | 378 | ||||||||||||||||||||||||
(1)Delivery schedule represents our best estimate as of the date of this report as described in footnote (d) to the “Contractual Obligations” table below. 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. See Part I, Item 1A. Risk Factors – “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, adversely impacts our business, results of operations and financial condition” in our 2025 Form 10-K.
(2)The table above and the “Contractual Obligations” table below reflect our exercise of purchase options for six Airbus A320 Family aircraft in April 2026.
In addition, we have committed to purchase three used Bombardier CRJ900 aircraft which are scheduled to be delivered in 2026. We also have agreements for 42 spare engines to be delivered in the second quarter of 2026 and beyond. The “Contractual Obligations” table below reflects these commitments.
We intend to finance future aircraft deliveries and option exercises using long-term debt.
Off-Balance Sheet Arrangements
An off-balance sheet arrangement is any transaction, agreement or other contractual arrangement involving an unconsolidated entity under which a company has (1) made guarantees, (2) a retained or a contingent interest in transferred assets, (3) an obligation under derivative instruments classified as equity or (4) any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or that engages in leasing, hedging or research and development arrangements with us.
There have been no material changes in our off-balance sheet arrangements as discussed in our 2025 Form 10-K.
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Contractual Obligations
The following table provides details of our estimated material cash requirements from contractual obligations as of March 31, 2026 (in millions). The table does not include commitments that are contingent on events or other factors that are uncertain or unknown at this time and is subject to other conventions as set forth in the applicable accompanying footnotes.
| Payments Due by Period | |||||||||||||||||||||||||||||||||||||||||
| Remainder of 2026 | 2027 | 2028 | 2029 | 2030 | 2031 and Thereafter | Total | |||||||||||||||||||||||||||||||||||
| American | |||||||||||||||||||||||||||||||||||||||||
| Long-term debt: | |||||||||||||||||||||||||||||||||||||||||
Principal amount (a), (c) | $ | 2,360 | $ | 4,463 | $ | 7,611 | $ | 3,644 | $ | 737 | $ | 4,744 | $ | 23,559 | |||||||||||||||||||||||||||
Interest obligations (b), (c) | 893 | 1,042 | 715 | 415 | 299 | 785 | 4,149 | ||||||||||||||||||||||||||||||||||
| Finance lease obligations | 107 | 147 | 112 | 104 | 102 | 319 | 891 | ||||||||||||||||||||||||||||||||||
Aircraft and engine purchase commitments (d) | 1,978 | 2,672 | 4,585 | 4,640 | 3,436 | 6,744 | 24,055 | ||||||||||||||||||||||||||||||||||
| Operating lease commitments | 1,114 | 1,373 | 1,257 | 1,148 | 965 | 3,078 | 8,935 | ||||||||||||||||||||||||||||||||||
Regional capacity purchase agreements (e) | 869 | 1,153 | 1,080 | 898 | 457 | 398 | 4,855 | ||||||||||||||||||||||||||||||||||
Minimum pension obligations (f) | — | 89 | 21 | — | — | — | 110 | ||||||||||||||||||||||||||||||||||
Retiree medical and other postretirement benefits (f) | 83 | 113 | 116 | 115 | 112 | 588 | 1,127 | ||||||||||||||||||||||||||||||||||
Other purchase obligations (g) | 6,346 | 2,992 | 2,593 | 999 | 625 | 3,772 | 17,327 | ||||||||||||||||||||||||||||||||||
| Total American Contractual Obligations | 13,750 | 14,044 | 18,090 | 11,963 | 6,733 | 20,428 | 85,008 | ||||||||||||||||||||||||||||||||||
| AAG Parent and Other AAG Subsidiaries | |||||||||||||||||||||||||||||||||||||||||
| Long-term debt: | |||||||||||||||||||||||||||||||||||||||||
Principal amount (a) | — | — | — | — | 1,757 | 1,989 | 3,746 | ||||||||||||||||||||||||||||||||||
Interest obligations (b) | 104 | 213 | 208 | 208 | 170 | 49 | 952 | ||||||||||||||||||||||||||||||||||
| Finance lease obligations | 4 | 5 | 5 | 5 | 2 | — | 21 | ||||||||||||||||||||||||||||||||||
| Operating lease commitments | 11 | 9 | 8 | 7 | 6 | 35 | 76 | ||||||||||||||||||||||||||||||||||
Minimum pension obligations (f) | 1 | 1 | 1 | 1 | 1 | 1 | 6 | ||||||||||||||||||||||||||||||||||
| Other purchase obligations | 11 | 13 | 5 | 2 | — | — | 31 | ||||||||||||||||||||||||||||||||||
| Total AAG Contractual Obligations | $ | 13,881 | $ | 14,285 | $ | 18,317 | $ | 12,186 | $ | 8,669 | $ | 22,502 | $ | 89,840 | |||||||||||||||||||||||||||
(a)Amounts represent contractual amounts due. Excludes $286 million and $2 million of unamortized debt discount, premium and issuance costs as of March 31, 2026 for American and AAG Parent, respectively. For additional information, see Note 5 and Note 4 to AAG’s and American’s Condensed Consolidated Financial Statements in Part I, Items 1A and 1B, respectively.
(b)For variable-rate debt, future interest obligations are estimated using the current forward rates at March 31, 2026.
(c)Includes $7.8 billion of future principal payments and $1.1 billion of future interest payments as of March 31, 2026, related to EETCs associated with mortgage financings of certain aircraft and spare engines.
(d)See “Aircraft and Engine Purchase Commitments” above for additional information about the firm commitments for the acquisition of aircraft and engines, including the anticipated aircraft delivery schedule. Due to uncertainty surrounding the timing of delivery of certain aircraft, the amounts in the table represent our most current estimate based on contractual delivery schedules adjusted for updates and revisions to such schedules communicated to management by the applicable equipment manufacturer and certain management assumptions. However, the actual delivery schedule may differ, potentially materially, based on various potential factors including production delays by the equipment manufacturers and regulatory concerns.
(e)These commitments are estimates of costs based on assumed minimum levels of flying under the capacity purchase agreements and American’s actual payments could differ materially.
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(f)Represents minimum pension contributions and expected contributions to our retiree medical and other postretirement plans based on actuarially determined estimates as of December 31, 2025 and is based on estimated payments through 2035. During the first three months of 2026, we made required contributions of $236 million and supplemental contributions of $50 million to our defined benefit pension plans.
(g)Includes purchase commitments for aircraft fuel, flight equipment maintenance and information technology support and excludes obligations under certain fuel offtake agreements or other agreements for which the timing of the related expenditure is uncertain, or which are subject to material contingencies, such as the construction of a production facility.
Capital Raising Activity and Other Possible Actions
In light of our significant financial commitments related to, among other things, the servicing and amortization of existing debt and equipment leasing arrangements and new flight equipment, we and our subsidiaries will regularly consider, and enter into negotiations related to, capital raising and liability management activity, which may include the entry into leasing transactions and future issuances of, and transactions designed to manage the timing and amount of, secured or unsecured debt obligations or additional equity or equity-linked securities in public or private offerings or otherwise. The cash available from operations (if any) and these sources, however, may not be sufficient to cover our cash obligations because economic factors may reduce the amount of cash generated by operations or increase costs. For instance, an economic downturn or general global instability caused by governmental actions, military actions, terrorism, disease outbreaks, natural disasters or other causes could reduce the demand for air travel, which would reduce the amount of cash generated by operations. See Part I, Item 1A. Risk Factors – “Downturns in economic conditions could adversely affect our business” in our 2025 Form 10-K for additional discussion. An increase in costs, either due to an increase in borrowing costs caused by a reduction in credit ratings or a general increase in interest rates, due to an increase in the cost of fuel, maintenance, aircraft, aircraft engines or parts, or due to an increase in tariffs, could decrease the amount of cash available to cover cash contractual obligations. Moreover, certain of our financing arrangements contain significant minimum cash balance or similar liquidity requirements. As a result, we cannot use all of our available cash to fund operations, capital expenditures and cash obligations without violating these requirements.
In the past, we have from time to time refinanced, redeemed or repurchased our debt and taken other steps to reduce or otherwise manage the aggregate amount and cost of our debt, lease and other obligations or otherwise improve our balance sheet. Going forward, depending on market conditions, our cash position and other considerations, we may continue to take such actions, and the amounts involved may be material.
Critical Accounting Policies and Estimates
For information regarding our critical accounting policies and estimates, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – “Critical Accounting Policies and Estimates” in our 2025 Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
AAG’s and American’s Market Risk Sensitive Instruments and Positions
Our primary market risk exposures include the price of aircraft fuel, foreign currency exchange rates and interest rate risk. Our exposure to these market risks has not changed materially from our exposure discussed in our 2025 Form 10-K except as updated below.
Aircraft Fuel
As of March 31, 2026, 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 fuel prices. Based on our 2026 forecasted fuel consumption, we estimate that a one cent per gallon increase in the price of aircraft fuel would increase our 2026 annual fuel expense by approximately $45 million. 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” in our 2025 Form 10-K.
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Foreign Currency
We are exposed to the effect of foreign exchange rate fluctuations on the U.S. dollar value of foreign currency-denominated transactions. Our largest exposure comes from the Euro, Canadian dollar, British pound sterling and various Latin American currencies (primarily the Brazilian real). We do not currently have a foreign currency hedge program.
Generally, 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, devaluations or imposition of more stringent repatriation restrictions, may materially adversely affect our business, results of operations and financial condition. See Part I, Item 1A. Risk Factors – “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” in our 2025 Form 10-K for additional discussion of this and other currency risks.
Interest
Our earnings and cash flow are affected by changes in interest rates due to the impact those changes have on our interest expense from variable-rate debt instruments and our interest income from short-term, interest-bearing investments. If annual interest rates increase 100 basis points, based on our March 31, 2026 variable-rate debt and short-term investments balances, annual interest expense on variable rate debt would increase by approximately $140 million and annual interest income on short-term investments would increase by approximately $70 million.
ITEM 4. CONTROLS AND PROCEDURES
Management’s Evaluation of Disclosure Controls and Procedures
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 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 March 31, 2026 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 March 31, 2026 at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
During the quarter ended March 31, 2026, there have been no changes in AAG’s or American’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, AAG’s and American’s internal control over financial reporting.
Limitation on the Effectiveness of Controls
We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and, as noted above, the CEO and CFO of AAG and American believe that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.
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PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 12 to each of AAG and American’s Condensed Consolidated Financial Statements in Part I, Item 1A and Part I, Item 1B, respectively, for information on legal proceedings.
ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors as previously disclosed in Part I, Item 1A in our 2025 Form 10-K. The risks in our 2025 Form 10-K are not the only risks facing AAG and American. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, could also materially adversely affect our business, financial condition or future results.
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
During the quarter ended March 31, 2026, none of our directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) adopted terminated
53
ITEM 6. EXHIBITS
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% 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.
| † | Management contract or compensatory plan or arrangement. | ||||||||||||||||
| * | Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K. | ||||||||||||||||
54
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| American Airlines Group Inc. | |||||||||||
| Date: April 23, 2026 | By: | /s/ Devon E. May | |||||||||
| Devon E. May | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Duly Authorized Officer and Principal Financial Officer) | |||||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| American Airlines, Inc. | |||||||||||
| Date: April 23, 2026 | By: | /s/ Devon E. May | |||||||||
| Devon E. May | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Duly Authorized Officer and Principal Financial Officer) | |||||||||||
55
Exhibit 10.5
Certain information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. | ||
SUPPLEMENTAL AGREEMENT NO. 37
to
PURCHASE AGREEMENT NO. 03735
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Relating to Boeing Model 737 MAX Aircraft
This SUPPLEMENTAL AGREEMENT No. 37 (SA-37) To PURCHASE AGREEMENT NO. 03735, entered into as of January 14 , 2026 (Effective Date), by and between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington (Boeing) and AMERICAN AIRLINES, INC. a Delaware corporation with offices in Fort Worth, Texas, together with its successors and permitted assigns (Customer);
WHEREAS, Boeing and Customer entered into Purchase Agreement No. 03735 dated February 1, 2013 relating to Boeing Model 737 MAX Aircraft, as amended and supplemented (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement;
WHEREAS, Boeing provided to Customer notice No. AAL-NM-2506297, dated December 1, 2025, [****] to Customer for [****] Aircraft, each capitalized term as defined in Letter Agreement No. AAL-PA-3735-LA-2306984 entitled “[****]” (the [****]);
WHEREAS, Customer provided notice to Boeing, on December 16, 2025, [****] Aircraft and Boeing and Customer agree to [****] such [****] Aircraft (now a [****] Aircraft (as defined in the [****])) to the following [****] (as defined in the [****]) as shown below:
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
PA 03735 SA-37
Page 1
BOEING AND AMERICAN PROPRIETARY
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
WHEREAS, Customer and Boeing agree to [****], as defined in Letter Agreement No. AAL-PA-03735-LA-1106651R16 entitled “[****]” (the [****]), for [****] ([****]) [****] Aircraft, (as defined in the [****]) listed in Attachment B of the [****], to the [****] as shown below:
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
;and
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree that the Purchase Agreement is amended and supplemented as set forth below and otherwise agree as follows:
1.Table of Contents.
The “Table of Contents” to the Purchase Agreement referencing SA-36 in the footer is deleted in its entirety and is replaced with the new “Table of Contents” (attached hereto) referencing SA-37 in the footer to reflect changes made to the Purchase Agreement by this SA-37. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.
2.Tables.
Table 1-7. Table 1-7 of the Purchase Agreement titled “[****] Aircraft Delivery Description, Price and Advance Payments,” is hereby deleted in its entirety and
PA 03735 SA-37
Page 2
BOEING PROPRIETARY
replaced with a new Table 1-7 titled “[****] Aircraft Delivery Description, Price and Advance Payments,” attached hereto, referencing SA-37 in the footer.1
3.Letter Agreement.
3.1[****]. Letter Agreement No. AAL-PA-03735-LA-2306975R2 is hereby deleted in its entirety and replaced with Letter Agreement No. AAL-PA-03735-LA-2306975R3 (attached hereto) entitled “[****]”, (Revised [****] Letter Agreement), referencing SA-37 in the footer, to [****] (as defined in the [****]) for each of the [****] Aircraft listed in the table above and to memorialize the parties [****] in Section 2.2(iii) of the [****] related to the [****] for the [****] Aircraft. The Revised [****] Letter Agreement is hereby incorporated into the Purchase Agreement.
3.2[****]. Letter Agreement No. AAL-PA-03735-LA-110665R16 is hereby deleted in its entirety and replaced with Letter Agreement No. AAL-PA-03735-LA-1106651R17 (attached hereto) entitled “[****]”, (Revised [****]t Letter Agreement), referencing SA-37 in the footer, to reflect the [****] of [****] ([****]) [****] in Attachment B of the Revised [****] Letter Agreement. The Revised [****] Letter Agreement is hereby incorporated into the Purchase Agreement.
3.3[****]. Letter Agreement No. AAL-PA-03735-LA-2306974 is hereby deleted in its entirety and replaced with Letter Agreement No. AAL-PA-03735-LA-2306974R1 (attached hereto) entitled “[****]”, (Revised [****] Letter Agreement), referencing SA-37 in the footer, to reflect an administrative update. The Revised[****] Letter Agreement is hereby incorporated into the Purchase Agreement.
3.4[****]. Letter Agreement No. AAL-PA-03735-LA-1801206 is hereby deleted in its entirety and replaced with Letter Agreement No. AAL-PA-03735-LA-1801206R1 (attached hereto) entitled “[****]” (Revised [****] Letter Agreement), referencing SA-37 in the footer, to reflect an administrative update. The Revised [****] Agreement is hereby incorporated into the Purchase Agreement.
4.[****].
Upon execution of this SA-37, [****]. [****] for the [****] Aircraft, [****] in this SA-37, will be [****] with the [****].
5.Miscellaneous.
5.1 The Purchase Agreement is amended and supplemented as set forth above by the revised Table of Contents, Revised [****] Letter Agreement, Revised [****] Agreement, Revised [****], Revised [****] Letter Agreement and the new Table 1-7. All other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect.
5.2 References in the Purchase Agreement and any supplemental agreements and associated letter agreements to the letter agreement listed in the left column of the below table shall be deemed to refer to the corresponding revised
1 The parties note that the prior convention for updating tables has been for each new version to be labeled Table 1-XXRX; however, for ease of reference, the parties have decided to no longer add the RX to the end of the Table reference.
PA 03735 SA-37
Page 3
BOEING PROPRIETARY
versions of the supplemental exhibits and letter agreement listed in the right column of the below table.
Reference | Replacement Reference | ||||
Letter Agreement No. AAL-PA-03735-LA- AAL-PA-03735-LA-2306975R2 | Letter Agreement No. AAL-PA-03735-LA-2306975R3 | ||||
Letter Agreement No. AAL-PA-03735-LA-1106651R16 | Letter Agreement No. AAL-PA-03735-LA-1106651R17 | ||||
Letter Agreement No. AAL-PA-03735-LA-2306974 | Letter Agreement No. AAL-PA-03735-LA-2306974R1 | ||||
Letter Agreement No. AAL-PA-03735-LA-1801206 | Letter Agreement No. AAL-PA-03735-LA-1801206R1 | ||||
5.3 If Boeing or Customer determines that references described in Section 5.2 of this SA-37 should be further amended or other references in the Purchase Agreement and any supplemental agreements and associated letter agreements need to be amended as a result of this SA-37, then Boeing and Customer will work together for a mutually agreeable solution.
PA 03735 SA-37
Page 4
BOEING PROPRIETARY
AGREED AND ACCEPTED this | ||||||||
14 January 2026 | ||||||||
Date | ||||||||
THE BOEING COMPANY | AMERICAN AIRLINES, INC. | |||||||
/s/ The Boeing Company | /s/ American Airlines, Inc. | |||||||
Signature | Signature | |||||||
The Boeing Company | American Airlines, Inc. | |||||||
Printed name | Printed name | |||||||
Attorney-in-Fact | VP, Financial Planning & Analysis | |||||||
Title | Title | |||||||
PA 03735 SA-37
Page 5
BOEING PROPRIETARY
Table 1-7 To Purchase Agreement No. PA-03735 [****] Aircraft Delivery, Description, Price and Advance Payments | ||
TABLE OF CONTENTS
ARTICLES | SA NUMBER | |||||||
Article 1. | Quantity, Model and Description | |||||||
Article 2. | Delivery Schedule | |||||||
Article 3. | Price | |||||||
Article 4. | Payment | |||||||
Article 5. | Additional Terms | |||||||
Article 6. | Confidentiality | |||||||
TABLE | ||||||||
1R12 1-2R1 1-3R6 1-4R7 1-5R3 1-6 1-7 | Aircraft Information Table [****] Aircraft Information Table [****] Aircraft Delivery, Description, Price, and Advance Payments 737-8 [****] Aircraft Delivery, Description, Price, and Advance Payments [****] 737-8 [****] Aircraft Delivery, Description, Price, and Advance Payments [****] Aircraft Delivery, Description, Price, and Advance Payments [****] Aircraft Delivery, Description, Price, and Advance Payments | 19 32 19 29 32 32 37 | ||||||
EXHIBITS | ||||||||
AR1 A2 A3 A4 | Aircraft Configuration [****] Delivery Aircraft Configuration [****] Delivery Aircraft Configuration [****] Aircraft Configuration | 6 9 29 32 | ||||||
B. | Aircraft Delivery Requirements and Responsibilities | |||||||
C. | Definitions | |||||||
SUPPLEMENTAL EXHIBITS | ||||||||
AE1. | [****] | |||||||
BFE1. BFE2. | BFE Variables – [****] BFE Variables – [****] | 32 | ||||||
CS1R1. CS1-2. | Customer Support Variables Customer Support Variables [****] | 4 33 | ||||||
EE1. EE1-2. | [****] [****] | 33 | ||||||
SLP1. | [****] | |||||||
PA-03735 Page 1 of 3
SA-37
BOEING AND AMERICAN PROPRIETARY
LETTER AGREEMENTS | SA NUMBER | |||||||
| LA-1106648R1 | Special Matters | 6 | ||||||
| LA-1106649 | [****] | |||||||
| LA-1106650R8 | [****] | 32 | ||||||
LA-1106651R17 | [****] | 37 | ||||||
| LA-1106652R3 | [****] | 32 | ||||||
| LA-1106654R2 | [****] | 36 | ||||||
| LA-1106655 | Open Matters – 737 MAX Withdrawn | 6 | ||||||
| LA-1106656R1 | [****] | 1 | ||||||
| LA-1106657R1 | [****] | 2 | ||||||
| LA-1106663 R1 | [****] | 2 | ||||||
| LA-1106664 R1 | [****] | 2 | ||||||
| LA-1106658 | [****] | |||||||
| LA-1106659R4 | [****] | 32 | ||||||
| LA-1106660R1 | Spare Parts Initial Provisioning | 33 | ||||||
| LA-1106661R2 | [****] | 2 | ||||||
| LA-1106667 | [****] | |||||||
| LA-1106668R1 | [****] | 8 | ||||||
| LA-1106669 | [****] | |||||||
| LA-1106670R1 | Confidentiality | 32 | ||||||
| LA-1106671R2 | Miscellaneous Commitments | 32 | ||||||
| LA-1106672 | Extended Warranty Option | |||||||
| LA-1106673R1* | [****] | 4 | ||||||
| LA-1106677 | [****] | |||||||
| LA-1600073 | [****] | 4 | ||||||
| LA-1600852 | [****] | |||||||
| LA-1603773 | [****] | 5 | ||||||
| LA-1605402R1 | [****] | 23 | ||||||
| LA-1700919 | [****] | 7 | ||||||
LA-1801206R1 | [****] | 37 | ||||||
| LA-2002704 | [****] | 11 | ||||||
| LA-2002743 | [****] | 11 | ||||||
| LA-2003342 | [****] | 11 | ||||||
| LA-2003486 | [****] | 14 | ||||||
| LA-2204032R1 | [****] | 32 | ||||||
LA-2306974R1 | [****] | 37 | ||||||
LA-2306975R3 | [****] | 37 | ||||||
| LA-2306976 | [****] | 32 | ||||||
| LA-2306977 | [****] | 32 | ||||||
PA-03735 Page 2 of 3
SA-37
BOEING AND AMERICAN PROPRIETARY
LETTER AGREEMENTS, continued | SA NUMBER | |||||||
| LA-2306978 | [****] | 32 | ||||||
| LA-2306979 | [****] | 32 | ||||||
| LA-2306980 | [****] | 32 | ||||||
| LA-2306981 | [****] | 32 | ||||||
| LA-2306982 | [****] | 32 | ||||||
| LA-2306983R1 | [****] | 34 | ||||||
| LA-2306984 | [****] | 32 | ||||||
| LA-2306985 | [****] | 32 | ||||||
| LA-2306986 | [****] | 32 | ||||||
| LA-2402910 | [****] | 33 | ||||||
* - This is an intended gap as there are no Letter Agreements LA-1106674 through LA-1106676 incorporated by the Purchase Agreement.
PA-03735 Page 3 of 3
SA-37
BOEING AND AMERICAN PROPRIETARY
Airframe Model/MTOW: | 737-10 | [****] pounds | Detail Specification: | [****] | ||||||||||||||||||||||||||||
Engine Model/Thrust: | CFMLEAP-1B27 | [****]pounds | Airframe Price Base Year/Escalation Formula: | [****] | [****] | |||||||||||||||||||||||||||
Airframe Price: | $[****] | Engine Price Base Year/Escalation Formula: | ||||||||||||||||||||||||||||||
Optional Features: | $[****] | |||||||||||||||||||||||||||||||
Sub-Total of Airframe and Features: | $[****] | Airframe Escalation Data: | ||||||||||||||||||||||||||||||
Engine Price (Per Aircraft): | $[****] | [****] | ||||||||||||||||||||||||||||||
Aircraft Basic Price (Excluding BFE/SPE): | $[****] | Base Year Index (ECI): | ||||||||||||||||||||||||||||||
Buyer Furnished Equipment (BFE) Estimate: | $[****] | Base Year Index (ECI): | [****] | |||||||||||||||||||||||||||||
In-Flight Entertainment (IFE) Estimate: | $[****] | |||||||||||||||||||||||||||||||
LIFT Seats Provided by Boeing (Estimate): | $[****] | |||||||||||||||||||||||||||||||
Deposit per Aircraft: | $[****] | |||||||||||||||||||||||||||||||
[****] (if Applicable)^ | Number | Escalation | Nominal | Escalation Estimate | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery)*: | ||||||||||||||||||||||||||||||||||||||||||
Delivery | of | Factor | Notes | Delivery | Adv Payment Base | At Signing | [****] | [****] | Total | ||||||||||||||||||||||||||||||||||||||
Date | Aircraft | (Airframe) | Month | Price Per A/P | [****] | [****] | [****] | [****] | |||||||||||||||||||||||||||||||||||||||
[****]-2028 | 1 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2028 | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2028 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2028 | 2 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2028 | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2028 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2028 | 3 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2028 | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2028 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2028 | 3 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2028 | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2028 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****] (if Applicable)^ | Number | Escalation | Nominal | Escalation Estimate | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery)*: | ||||||||||||||||||||||||||||||||||||||||||
Delivery | of | Factor | Notes | Delivery | Adv Payment Base | At Signing | [****] | [****] | Total | ||||||||||||||||||||||||||||||||||||||
Date | Aircraft | (Airframe) | Month | Price Per A/P | [****] | [****] | [****] | [****] | |||||||||||||||||||||||||||||||||||||||
[****]-2028 | 2 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2028 | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2028 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2028 | 3 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2028 | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2028 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2028 | 3 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2028 | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2028 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2028 | 3 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2028 | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2028 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2028 | 2 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | 1 | [****] | 1 | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | 1 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****] (if Applicable)^ | Number | Escalation | Nominal | Escalation Estimate | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery)*: | ||||||||||||||||||||||||||||||||||||||||||
Delivery | of | Factor | Notes | Delivery | Adv Payment Base | At Signing | [****] | [****] | Total | ||||||||||||||||||||||||||||||||||||||
Date | Aircraft | (Airframe) | Month | Price Per A/P | [****] | [****] | [****] | [****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | 2 | [****] | 1 | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | 2 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2029 | 1 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | 3 | [****] | 1 | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | 2 | [****] | 2 | No | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | 3 | [****] | 1, 2 | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | 1 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****] (if Applicable)^ | Number | Escalation | Nominal | Escalation Estimate | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery)*: | ||||||||||||||||||||||||||||||||||||||||||
Delivery | of | Factor | Notes | Delivery | Adv Payment Base | At Signing | [****] | [****] | Total | ||||||||||||||||||||||||||||||||||||||
Date | Aircraft | (Airframe) | Month | Price Per A/P | [****] | [****] | [****] | [****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | 2 | [****] | 1 | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | 1 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | ||||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | 3 | [****] | 1 | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | 3 | [****] | 1 | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | 3 | [****] | 1 | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | [****] | Yes | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
[****]-2029 | [****]-[****] | [****] | No | $[****] | $[****] | $[****] | $[****] | $[****] | |||||||||||||||||||||||||||||||||||||||
Total: | 30 | ||||||||||||||||||||||||||||||||||||||||||||||
*[****] | |||||||||||||||||||||||||||||||||||||||||||||||
^[****] | |||||||||||||||||||||||||||||||||||||||||||||||
Notes: | |||||||||||||||||||||||||||||||||||||||||||||||
1 - [****] | |||||||||||||||||||||||||||||||||||||||||||||||
2 – [****] | |||||||||||||||||||||||||||||||||||||||||||||||
The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207 | ||
AAL-PA-03735-LA-1106651R17
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [****]
Reference: Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1.Right to Purchase [****].
Subject to the terms and conditions contained in this Letter Agreement, in addition to the Aircraft described in [****] to the Purchase Agreement as of the date of execution of this Letter Agreement, [****] ([****]) and [****] ([****]). As of the Effective Date (as defined in Supplemental Agreement No. 34 to the Purchase Agreement (SA-34)) of SA-34 to the Purchase Agreement, there are [****].
2.[****].
2.1Intentionally Omitted.
2.2Intentionally Omitted.
2.3[****]. The [****] with [****] ([****]) in [****] ([****]) [****] for each [****] are listed in Attachment B to this Letter Agreement. No later than [****] to the [****] in each calendar [****] for years [****], Boeing will provide written notice setting forth [****] with a [****] in such calendar [****] ([****]). However, [****], the [****] for such [****] will be [****]. Such notice will constitute an amendment to Attachment B to this Letter Agreement.
3.[****].
3.1Subject to the provisions of Section 3.2 below, the [****] the Detail Specification for the Aircraft [****] at the time of [****] (as defined in Section 8 below). Such Detail Specification will be revised to include:
3.1.1.1.1[****],
3.1.1.1.2[****], and
3.1.1 (iii) [****].
AAL-PA-03735-LA-1106651R17 SA-37
[****] Page 1 of 3
BOEING AND AMERICAN PROPRIETARY
3.2[****] the right to [****] the [****] starting from a [****]; [****] which would result pursuant to the provisions of Section 3.1 above.
4.[****].
4.1The [****] for each of the [****] to this Letter Agreement.
4.2The [****] for each of the [****] shall be [****] ([****]) [****].
4.3The [****] shall be developed in accordance with the terms of the Purchase Agreement and determined at the time of [****].
5.[****].
5.1[****].
5.2[****].
5.3[****].
6.Reserved.
7.[****].
7.1Customer may [****] to Boeing [****] ([****]):
7.1.1Intentionally Omitted.
7.1.2[****].
7.2Reserved.
8.[****].
8.1[****]t.
8.2Reserved.
8.2.1Reserved.
8.2.2 Reserved.
8.3 Reserved.
8.3.1 Reserved.
9.Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part, without the prior written consent of Boeing.
AAL-PA-03735-LA-1106651R17 SA-37
[****] Page 2 of 3
BOEING AND AMERICAN PROPRIETARY
10.Confidential Treatment.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. This Letter Agreement shall be subject to the terms and conditions of Letter Agreement No. AAL-PA-03735-LA-1106670R1 entitled “Confidentiality”.
Very truly yours,
THE BOEING COMPANY | ||||||||
By: | /s/ The Boeing Company | |||||||
Its: | Attorney-In-Fact | |||||||
ACCEPTED AND AGREED TO this | ||||||||
Date: | 14 January 2026 | |||||||
AMERICAN AIRLINES, INC. | ||||||||
By: | /s/ American Airlines, Inc. | |||||||
Its: | VP, Financial Planning & Analysis | |||||||
Attachments:
Attachment A – Intentionally Omitted.
Attachment B – 737-10 [****] Aircraft
AAL-PA-03735-LA-1106651R17 SA-37
[****] Page 3 of 3
BOEING AND AMERICAN PROPRIETARY
Attachment B To Letter Agreement No. AAL-PA-03735-LA-1106651R15 737-10 [****] Aircraft Delivery, Description, Price and Advance Payments | ||
Airframe Model/MTOW: | 737-10 | [****] | Configuration Specification: | [****] | ||||||||||||||||
Engine Model/Thrust: | CFMLEAP-1B27 | [****] | Airframe Price Base Year/Escalation Formula: | [****] | [****] | |||||||||||||||
Airframe Price: | $[****] | Engine Price Base Year/Escalation Formula: | ||||||||||||||||||
Optional Features Estimate: | $[****] | |||||||||||||||||||
Sub-Total of Airframe and Features: | $[****] | Airframe Escalation Data: | ||||||||||||||||||
Engine Price (Per Aircraft): | $[****] | Base Year Index (ECI): | [****] | |||||||||||||||||
Aircraft Basic Price (Excluding BFE/SPE): | $[****] | Base Year Index (CPI): | [****] | |||||||||||||||||
Buyer Furnished Equipment (BFE) Estimate: | $[****] | |||||||||||||||||||
Seller Purchased Equipment (SPE)/In-Flight Entert | $[****] | |||||||||||||||||||
Non-Refundable Deposit/Aircraft: | $[****] | |||||||||||||||||||
Delivery | Number of | Nominal Delivery | ||||||
Date | Aircraft | Month | ||||||
[****]-2029 | 2 | No | ||||||
[****]-2029 | Yes | |||||||
[****]-2029 | No | |||||||
[****]-2029 | 1 | No | ||||||
[****]-2029 | Yes | |||||||
[****]-2029 | No | |||||||
[****]-2030 | 2 | No | ||||||
[****]-2030 | Yes | |||||||
[****]-2030 | No | |||||||
[****]-2030 | 1 | No | ||||||
[****]-2030 | Yes | |||||||
[****]-2030 | No | |||||||
[****]-2030 | 2 | No | ||||||
[****]-2030 | Yes | |||||||
[****]-2030 | No | |||||||
[****]-2030 | 1 | No | ||||||
[****]-2030 | Yes | |||||||
[****]-2030 | No | |||||||
[****]-2030 | 1 | No | ||||||
[****]-2030 | Yes | |||||||
[****]-2030 | No | |||||||
[****]-2030 | 1 | No | ||||||
[****]-2030 | Yes | |||||||
[****]-2030 | No | |||||||
AAL-PA-03735-LA-1106651R17 122666-1O.txt Attachment B - [****] Aircraft | ||
SA-37 Page 1 | ||
Boeing and American Proprietary | ||
Attachment B To Letter Agreement No. AAL-PA-03735-LA-1106651R15 737-10 [****] Aircraft Delivery, Description, Price and Advance Payments | ||
Delivery | Number of | Nominal Delivery | ||||||
Date | Aircraft | Month | ||||||
[****]-2030 | 1 | No | ||||||
[****]-2030 | Yes | |||||||
[****]-2030 | No | |||||||
[****]-2030 | 2 | No | ||||||
[****]-2030 | Yes | |||||||
[****]-2030 | No | |||||||
[****]-2030 | 1 | No | ||||||
[****]-2030 | Yes | |||||||
[****]-2030 | No | |||||||
[****]-2031 | 3 | No | ||||||
[****]-2031 | Yes | |||||||
[****]-2031 | No | |||||||
[****]-2031 | 1 | No | ||||||
[****]-2031 | Yes | |||||||
[****]-2031 | No | |||||||
[****]-2031 | 3 | No | ||||||
[****]-2031 | Yes | |||||||
[****]-2031 | No | |||||||
[****]-2031 | 1 | No | ||||||
[****]-2031 | Yes | |||||||
[****]-2031 | No | |||||||
[****]-2031 | 2 | No | ||||||
[****]-2031 | Yes | |||||||
[****]-2031 | No | |||||||
[****]-2031 | 1 | No | ||||||
[****]-2031 | Yes | |||||||
[****]-2031 | No | |||||||
[****]-2031 | 1 | No | ||||||
[****]-2031 | Yes | |||||||
[****]-2031 | No | |||||||
[****]-2031 | 2 | No | ||||||
[****]-2031 | Yes | |||||||
[****]-2031 | No | |||||||
[****]-2031 | 1 | No | ||||||
[****]-2031 | Yes | |||||||
[****]-2031 | No | |||||||
AAL-PA-03735-LA-1106651R17 122666-1O.txt Attachment B - [****] Aircraft | ||
SA-37 Page 2 | ||
Boeing and American Proprietary | ||
Attachment B To Letter Agreement No. AAL-PA-03735-LA-1106651R15 737-10 [****] Aircraft Delivery, Description, Price and Advance Payments | ||
Delivery | Number of | Nominal Delivery | ||||||
Date | Aircraft | Month | ||||||
[****]-2032 | 2 | No | ||||||
[****]-2032 | Yes | |||||||
[****]-2032 | No | |||||||
[****]-2032 | 2 | No | ||||||
[****]-2032 | Yes | |||||||
[****]-2032 | No | |||||||
[****]-2032 | 4 | No | ||||||
[****]-2032 | Yes | |||||||
[****]-2032 | No | |||||||
[****]-2032 | 3 | No | ||||||
[****]-2032 | Yes | |||||||
[****]-2032 | No | |||||||
[****]-2032 | 2 | No | ||||||
[****]-2032 | Yes | |||||||
[****]-2032 | No | |||||||
[****]-2032 | 2 | No | ||||||
[****]-2032 | Yes | |||||||
[****]-2032 | No | |||||||
[****]-2032 | 1 | No | ||||||
[****]-2032 | Yes | |||||||
[****]-2032 | No | |||||||
[****]-2032 | 1 | No | ||||||
[****]-2032 | Yes | |||||||
[****]-2032 | No | |||||||
[****]-2032 | 1 | No | ||||||
[****]-2032 | Yes | |||||||
[****]-2032 | No | |||||||
[****]-2032 | 1 | No | ||||||
[****]-2032 | Yes | |||||||
[****]-2033 | No | |||||||
[****]-2033 | 1 | No | ||||||
[****]-2033 | Yes | |||||||
[****]-2033 | No | |||||||
[****]-2033 | 1 | No | ||||||
[****]-2033 | Yes | |||||||
[****]-2033 | No | |||||||
AAL-PA-03735-LA-1106651R17 122666-1O.txt Attachment B - [****] Aircraft | ||
SA-37 Page 3 | ||
Boeing and American Proprietary | ||
Attachment B To Letter Agreement No. AAL-PA-03735-LA-1106651R15 737-10 [****] Aircraft Delivery, Description, Price and Advance Payments | ||
Delivery | Number of | Nominal Delivery | ||||||
Date | Aircraft | Month | ||||||
[****]-2033 | 1 | No | ||||||
[****]-2033 | Yes | |||||||
[****]-2033 | No | |||||||
[****]-2033 | 1 | No | ||||||
[****]-2033 | Yes | |||||||
[****]-2033 | No | |||||||
[****]-2033 | 2 | No | ||||||
[****]-2033 | Yes | |||||||
[****]-2033 | No | |||||||
[****]-2033 | 1 | No | ||||||
[****]-2033 | Yes | |||||||
[****]-2033 | No | |||||||
[****]-2033 | 2 | No | ||||||
[****]-2033 | Yes | |||||||
[****]-2033 | No | |||||||
[****]-2033 | 1 | No | ||||||
[****]-2033 | Yes | |||||||
[****]-2033 | No | |||||||
[****]-2033 | 2 | No | ||||||
[****]-2033 | Yes | |||||||
[****]-2033 | No | |||||||
[****]-2033 | 1 | No | ||||||
[****]-2033 | Yes | |||||||
[****]-2034 | No | |||||||
[****]-2034 | 2 | No | ||||||
[****]-2034 | Yes | |||||||
[****]-2034 | No | |||||||
[****]-2034 | 1 | No | ||||||
[****]-2034 | Yes | |||||||
[****]-2034 | No | |||||||
[****]-2034 | 1 | No | ||||||
[****]-2034 | Yes | |||||||
[****]-2034 | No | |||||||
[****]-2034 | 1 | No | ||||||
[****]-2034 | Yes | |||||||
[****]-2034 | No | |||||||
AAL-PA-03735-LA-1106651R17 122666-1O.txt Attachment B - [****] Aircraft | ||
SA-37 Page 4 | ||
Boeing and American Proprietary | ||
Attachment B To Letter Agreement No. AAL-PA-03735-LA-1106651R15 737-10 [****] Aircraft Delivery, Description, Price and Advance Payments | ||
Delivery | Number of | Nominal Delivery | ||||||
Date | Aircraft | Month | ||||||
[****]-2034 | 1 | No | ||||||
[****]-2034 | Yes | |||||||
[****]-2034 | No | |||||||
[****]-2034 | 2 | No | ||||||
[****]-2034 | Yes | |||||||
[****]-2034 | No | |||||||
[****]-2034 | 1 | No | ||||||
[****]-2034 | Yes | |||||||
[****]-2034 | No | |||||||
[****]-2034 | 1 | No | ||||||
[****]-2034 | Yes | |||||||
[****]-2034 | No | |||||||
[****]-2034 | 1 | No | ||||||
[****]-2035 | Yes | |||||||
[****]-2035 | No | |||||||
[****]-2035 | 1 | No | ||||||
[****]-2035 | Yes | |||||||
[****]-2035 | No | |||||||
[****]-2035 | 2 | No | ||||||
[****]-2035 | Yes | |||||||
[****]-2035 | No | |||||||
[****]-2035 | 1 | No | ||||||
[****]-2035 | Yes | |||||||
[****]-2035 | No | |||||||
[****]-2035 | 2 | No | ||||||
[****]-2035 | Yes | |||||||
[****]-2035 | No | |||||||
[****]-2035 | 1 | No | ||||||
[****]-2035 | Yes | |||||||
[****]-2035 | No | |||||||
[****]-2035 | 3 | No | ||||||
[****]-2035 | Yes | |||||||
[****]-2035 | No | |||||||
[****]-2035 | 2 | No | ||||||
[****]-2035 | Yes | |||||||
[****]-2035 | No | |||||||
AAL-PA-03735-LA-1106651R17 122666-1O.txt Attachment B - [****] Aircraft | ||
SA-37 Page 5 | ||
Boeing and American Proprietary | ||
Attachment B To Letter Agreement No. AAL-PA-03735-LA-1106651R15 737-10 [****] Aircraft Delivery, Description, Price and Advance Payments | ||
Delivery | Number of | Nominal Delivery | ||||||
Date | Aircraft | Month | ||||||
[****]-2035 | 2 | No | ||||||
[****]-2035 | Yes | |||||||
[****]-2035 | No | |||||||
Total: | 87 | |||||||
Note: [****] to Letter Agreement No. AAL-PA-3735-11066508R8
AAL-PA-03735-LA-1106651R17 122666-1O.txt Attachment B - [****] Aircraft | ||
SA-37 Page 6 | ||
Boeing and American Proprietary | ||
The Boeing Company P.O. Box 3707 Seattle, WA 98124 22 | ||
AAL-PA-03735-LA-2306975R3
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [****]
Reference: Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.
1.Definitions.
[****] means [****] ([****]) and [****] pursuant to Letter Agreement No. AAL-PA-03735-LA-1106651R17 entitled “[****]”.
[****] means [****] pursuant to Letter Agreement No. AAL-PA-03735-LA-2306978 entitled “[****]”.
[****] means [****] to the Purchase Agreement as of the date of this Letter Agreement.
2.[****]. [****] Section 2.1 of the Purchase Agreement, Boeing will [****], [****], or [****]. However, if Boeing [****], or [****] as set forth in the proceeding sentence, the [****], [****], or [****].
3.[****].
3.1[****]. [****], Boeing will [****]:
3.1.1[****]. A [****] ([****]) in the [****] ([****]). The [****] ([****]) and will be [****].
3.1.2[****]. A [****] ([****]) in the [****] ([****]). Customer [****].
3.1.3[****]. A [****] ([****]) in the [****] ([****]), [****] (MTOW) of [****] [****]) of [****], and [****] ([****]) of [****], in [****]. The [****] ([****]) [****] to the Purchase Agreement in accordance with the terms and conditions of the Purchase Agreement. The [****] to the Purchase Agreement in accordance with the terms and conditions of the Purchase Agreement [****]. In the event Customer [****].
3.1.4[****]. An [****] ([****]) in the [****] ([****]). The [****].
3.1.5[****]. For [****] noted in [****] (as defined in the [****] LA, as defined below), Boeing will [****] in accordance with and as described in [****] of Letter
AAL-PA-03735-LA-2306975R3 SA-37
[****] Page 1
BOEING AND AMERICAN PROPRIETARY
Agreement No. AAL-PA-3735-2306984, as amended, entitled “[****]” (the [****] LA) in the [****] ([****]) on [****] (as defined in the [****] LA) as shown below:
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
[****] | [****] | ||||
3.1.6[****]. The [****] for any and all [****] will be [****] in accordance with Article 2.2(iii) of the [****] LA.
4.[****] – [****]
4.1[****]. At the [****], Boeing will [****]:
4.1.1[****]. An [****] ([****]) in the [****] ([****]). The [****] ([****]) and will be [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****].
4.1.2[****]. An [****] ([****]) in the [****] ([****]), [****], [****], [****]. The [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****]. The [****], [****], and [****] ([****]) [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****]. In the event [****], [****] and [****], the [****].
4.1.3[****]. A [****] ([****]) in the [****] ([****]). The [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****].
AAL-PA-03735-LA-2306975R3 SA-37
[****] Page 2
BOEING AND AMERICAN PROPRIETARY
4.1.4[****]. A [****] ([****]) in the [****] ([****]). The [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****].
4.1.5[****]. In [****] ([****]) in the [****] ([****]). The [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****].
4.1.6[****]. In [****] ([****]) in the [****] ([****]). The [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****].
4.1.7[****]. A [****] ([****]) in the [****] ([****]). The [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****].
4.2[****]. At the [****], Boeing [****]:
4.2.1[****]. [****] ([****]) in the [****] ([****]). The [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****].
4.2.2[****]. [****] ([****]) in the [****] ([****]), [****], and [****], in [****]. The [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****]. The [****], the [****], and the [****] ([****]) [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement. In the event [****], [****] and [****], the [****].
4.2.3[****]. A [****] ([****]) in the [****] ([****]). The [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****].
4.2.4[****]. A [****] ([****]) in the [****] ([****]). The [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the for the [****].
4.2.5[****]. In [****], a [****] ([****]) in the [****] ([****]). The [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****].
4.2.6[****]. A [****] ([****]) in the [****] ([****]). The [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****].
4.3[****]. At the [****], Boeing will [****]:
4.3.1[****]. A [****] ([****]) in the [****] ([****]). The [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****].
4.3.2[****]. A [****] ([****]) in the [****] ([****]), [****], [****], and [****], in [****]. The [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****]. In the event [****], [****] and [****], the [****]. The [****], the [****], and the [****] ([****]) [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****].
4.3.3[****]. A [****] ([****]) in the [****] ([****]). The [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****].
AAL-PA-03735-LA-2306975R3 SA-37
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4.3.4[****]. A [****] ([****]) in the [****] ([****]). The [****] set forth in the Purchase Agreement and in accordance with the terms and conditions of the Purchase Agreement for the [****].
5.[****].
5.1If [****] of the following [****] Aircraft that is to be delivered by Boeing to Customer, [****] Aircraft [****], Boeing [****] ([****]) in the [****] ([****]):
i)[****]; and
ii)[****]; and
iii)[****].
5.2The [****] [****]).
6.[****]. [****], [****] ([****]) in the [****] ([****]). Customer [****] for [****].
7.[****].
8. Unless otherwise noted above, [****] pursuant to Article 3, Article 4, and Article 5 above may, [****], be [****] (i) [****], or (ii) [****] ([****]). For the avoidance of doubt and notwithstanding the foregoing, the [****] described in Article 3.1.5, above, [****]. Assignment.
The Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer becoming the operator of the Aircraft. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.
9.Confidentiality.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. This Letter Agreement shall be subject to the terms and conditions of Letter Agreement No. AAL-PA-03735-LA-1106670R1 entitled “Confidentiality”.
[Intentionally Left Blank]
AAL-PA-03735-LA-2306975R3 SA-37
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ACCEPTED AND AGREED TO this | ||||||||||||||
Date: | 14 January 2026 | |||||||||||||
AMERICAN AIRLINES, INC. | THE BOEING COMPANY | |||||||||||||
By: | /s/ American Airlines, Inc. | By: | /s/ The Boeing Company | |||||||||||
Name: | American Airlines, Inc. | Name: | The Boeing Company | |||||||||||
Title: | VP, Financial Planning & Analysis | Title: | Attorney-In-Fact | |||||||||||
AAL-PA-03735-LA-2306975R3 SA-37
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BOEING AND AMERICAN PROPRIETARY
The Boeing Company P.O. P.O. Box 3707 Seattle, WA 98124 2207 | ||
AAL-PA-03735-LA-2306974R1
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [****]
Reference: Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to model 737-10 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.
1.Definitions.
Airframe [****] means the airframe [****] to the Purchase Agreement and subject to the terms and conditions of the Purchase Agreement.
[****] means the [****] and [****].
[****] means the [****] in [****] and [****] that is [****] in accordance to the [****]set forth in [****] to the Purchase Agreement where the [****] such as, but not limited to [****].
[****] means the [****] from Boeing to Customer in accordance with Article 3 of this Letter Agreement.
[****] means the [****] for a [****] as [****] in accordance with the terms and conditions of the Purchase Agreement [****] are defined in [****] to the Purchase Agreement.
[****] will have the meaning specified in Letter Agreement Number AAL-PA-03735-LA-1106651R14 relating to [****].
[****] means each [****].
[****] means the [****].
[****] means [****] as defined in Letter Agreement No. AAL-PA-03735-LA-2306978 entitled “[****]”.
[****] means, for the [****] of a [****], the [****] listed under the [****] column as set forth in Attachment B to this Letter Agreement.
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[****] means, for the [****] of a [****], the [****] listed under the [****] as set forth in Attachment B to this Letter Agreement.
2.Applicability.
Notwithstanding any other provision of the Purchase Agreement, the [****] for each [****] with a [****] during the [****] will be determined in accordance with this Letter Agreement.
3.[****].
3.1Boeing [****] and [****] to Customer the [****] for [****] as set forth in Attachment A to this Letter Agreement.
3.2If the [****] that the [****] will be [****] the [****] for the [****] of a [****]t (an “[****]”), then [****] will [****] Customer with an [****] in accordance with the "[****]" listed in Attachment A to this Letter Agreement. The [****] will, in [****], either:
3.2.1[****] that Boeing will [****] the [****] in the [****] of the [****] for such [****] in lieu of the [****]; or
3.2.2[****] Customer with the [****]:
(i)[****]; or
(ii)[****].
3.3If Boeing [****] Customer the [****] described in Article 3.2.2 above, then Customer [****] Boeing in [****] of its [****] ([****]) [****] ([****]).
3.3.1If Customer [****] described in Article 3.2.2(ii) above, then the [****] ([****]) [****] from the [****] ([****]). If the [****] to [****] to an [****], then [****] ([****]). If [****] to [****] in accordance with this Article 3.3.1 ([****]), then:
(i)[****].
3.3.2[****].
3.3.3[****] under Section 3.3.1 of this Letter Agreement, and [****] in accordance with Article 3.2.2(i) above [****].
3.4If the [****] that the [****] for the [****] of a [****], then an [****] at the [****] with Article 4 of this Letter Agreement.
4.[****].
If an [****] is [****] to Article 3.4 of this Letter Agreement, then the [****] as follows:
4.1[****]. If the [****] as follows:
4.1.1[****]. If the [****].
4.1.2[****]. If the [****].
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4.2[****]. If the [****].
5.[****].
If any [****] terms and conditions set forth in the Purchase Agreement and [****] per the terms of the Purchase Agreement, then the [****].
6.[****].
The [****] in the Purchase Agreement as [****], will, subject to the terms and conditions of the Purchase Agreement, be [****].
7.Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing.
8.Confidentiality.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. This Letter Agreement shall be subject to the terms and conditions of Letter Agreement No. AAL-PA-03735-LA-1106670R1 entitled “Confidentiality”.
ACCEPTED AND AGREED TO this | ||||||||||||||
Date: | 14 January 2026 | |||||||||||||
AMERICAN AIRLINES, INC. | THE BOEING COMPANY | |||||||||||||
By: | /s/ American Airlines, Inc. | By: | /s/ The Boeing Company | |||||||||||
Name: | American Airlines, Inc. | Name: | The Boeing Company | |||||||||||
Title: | VP, Financial Planning & Analysis | Title: | Attorney-In-Fact | |||||||||||
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ATTACHMENT A
[****]
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
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ATTACHMENT B
[****]
[****]
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
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[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
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[****] | [****] | [****] | ||||||
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[****] | [****] | [****] | ||||||
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[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
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[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
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[****] | [****] | [****] | ||||||
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[****] | [****] | [****] | ||||||
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[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
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[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
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[****] | [****] | [****] | ||||||
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[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
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[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
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[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
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[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
[****] | [****] | [****] | ||||||
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BOEING AND AMERICAN PROPRIETARY
The Boeing Company P.O. Box 3707 Seattle, WA 98124 2207 | ||
AAL-PA-03735-LA-1801206R1
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [****]
Reference: Purchase Agreement No. PA-3735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737-8 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.
The terms and conditions described in this Letter Agreement are applicable only to the aircraft described in Section 1 below.
1.[****] Delivery Schedule.
This Letter Agreement [****] the Scheduled Delivery Month of [****] ([****]) Aircraft currently scheduled to deliver in calendar years [****] ([****] Delivery Aircraft) and [****] the Scheduled Delivery Months to calendar years [****]. For avoidance of doubt, [****] Delivery Aircraft remain Aircraft under the Purchase Agreement. Attachment A of this Letter Agreement identifies the [****] Delivery Aircraft by the [****] delivery month ([****] Delivery Month) and sets forth the [****] delivery month ([****] Delivery Month) for the [****] Delivery Aircraft. Additionally, Table 1-2R1 of the Purchase Agreement includes the [****] Delivery Aircraft per the revisions of this Letter Agreement.
2.[****].
Boeing agrees that it is [****] the delivery schedule of the [****] Delivery Aircraft.
3.Delivery [****].
3.1 The Aircraft Basic Price for each of the [****] Delivery Aircraft [****]. For the avoidance of doubt, Boeing agrees to [****] the Aircraft Basic Price for [****].
3.2 If the delivery of the [****] Delivery Aircraft [****] in the [****] Delivery Month, then [****] in accordance with and subject to the terms and conditions of the Purchase Agreement (that is, if the Purchase Agreement [****]).
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BOEING PROPRIETARY
3.3. The delivery [****] for the [****] Delivery Aircraft will [****] the Aircraft Basic Price in accordance with Sections 3.1 and 3.2, above.
4.Advance Payments.
Advance Payments for the [****] Delivery Aircraft are [****] Letter Agreement AAL-PA-03735-LA-1106650R8 entitled “[****]”. The Advance Payments for the [****] Delivery Aircraft will be paid per the Advance Payment Base Price as found on Table 1-2R1 [****] as set forth in Section 3.1 of this Letter Agreement.
5.Confidentiality.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. This Letter Agreement shall be subject to the terms and conditions of Letter Agreement No. AAL-PA-03735-LA-1106670R1, as may be amended from time to time, entitled “Confidentiality”.
6.Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing, except to the extent permissible under the terms of the AGTA.
AAL-PA-03735-LA-1801206R1 SA-37
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BOEING PROPRIETARY
Very truly yours,
THE BOEING COMPANY | ||||||||
By | /s/ The Boeing Company | |||||||
Its | Attorney-In-Fact | |||||||
ACCEPTED AND AGREED TO this | ||||||||
Date: | 14 January 2026 | |||||||
AMERICAN AIRLINES, INC. | ||||||||
By | /s/ American Airlines | |||||||
Its | VP, Financial Planning & Analysis | |||||||
AAL-PA-03735-LA-1801206R1 SA-37
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BOEING PROPRIETARY
Attachment A to AAL-PA-03735-LA-1801206R1 | ||||||||
[****] Delivery Month | [****] Delivery Month (Nominal Delivery Month) | |||||||
1 | [****] | [****] | ||||||
2 | [****] | [****] | ||||||
3 | [****] | [****] | ||||||
4 | [****] | [****] | ||||||
5 | [****] | [****] | ||||||
6 | [****] | [****] | ||||||
7 | [****] | [****] | ||||||
8 | [****] | [****] | ||||||
9 | [****] | [****] | ||||||
10 | [****] | [****] | ||||||
PA No. 3219 SA-37
Attachment A to AAL-PA-03735-LA-1801206R1
BOEING PROPRIETARY
Exhibit 31.1
CEO CERTIFICATION
I, Robert D. Isom, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of American Airlines Group Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 23, 2026
| /s/ Robert D. Isom | ||||||||
| Name: Robert D. Isom | ||||||||
| Title: Chief Executive Officer and President | ||||||||
Exhibit 31.2
CFO CERTIFICATION
I, Devon E. May, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of American Airlines Group Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:April 23, 2026
| /s/ Devon E. May | |||||||||||
| Name: | Devon E. May | ||||||||||
| Title: | Executive Vice President and Chief Financial Officer | ||||||||||
Exhibit 31.3
CEO CERTIFICATION
I, Robert D. Isom, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of American Airlines, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 23, 2026
| /s/ Robert D. Isom | ||||||||
| Name: Robert D. Isom | ||||||||
| Title: Chief Executive Officer and President | ||||||||
Exhibit 31.4
CFO CERTIFICATION
I, Devon E. May, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of American Airlines, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 23, 2026
| /s/ Devon E. May | |||||||||||
| Name: | Devon E. May | ||||||||||
| Title: | Executive Vice President and Chief Financial Officer | ||||||||||
Exhibit 32.1
Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of American Airlines Group Inc. (the “Company”) for the quarterly period ended March 31, 2026 (the “Report”), Robert D. Isom, as Chief Executive Officer and President of the Company, and Devon E. May, as Executive Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Robert D. Isom | ||
| Name: Robert D. Isom | ||
| Title: Chief Executive Officer and President | ||
Date: April 23, 2026 | ||
| /s/ Devon E. May | ||
| Name: Devon E. May | ||
| Title: Executive Vice President and Chief Financial Officer | ||
Date: April 23, 2026 | ||
This certification is being furnished to accompany the Report pursuant to 18 U.S.C. § 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Exhibit 32.2
Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of American Airlines, Inc. (the “Company”) for the quarterly period ended March 31, 2026 (the “Report”), Robert D. Isom, as Chief Executive Officer and President of the Company, and Devon E. May, as Executive Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Robert D. Isom | ||
| Name: Robert D. Isom | ||
| Title: Chief Executive Officer and President | ||
Date: April 23, 2026 | ||
| /s/ Devon E. May | ||
| Name: Devon E. May | ||
| Title: Executive Vice President and Chief Financial Officer | ||
Date: April 23, 2026 | ||
This certification is being furnished to accompany the Report pursuant to 18 U.S.C. § 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.