UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 20162017

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

American Airlines Group Inc.

(Exact name of registrant as specified in its charter)

Delaware 75-1825172

American Airlines Group Inc.
(Exact name of registrant as specified in its charter)
Delaware75-1825172
(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

4333 Amon Carter Blvd., Fort Worth, Texas 76155(817) 963-1234
(Address of principal executive offices, including zip code)Registrant’s telephone number, including area code

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

  

Name of Exchange on Which Registered

Common Stock, $0.01 par value per shareNASDAQ

Securities registered pursuant to Section 12(g) of the Act: None

Commission file number 1-2691

American Airlines, Inc.

(Exact name of registrant as specified in its charter)

Delaware 13-1502798

American Airlines, Inc.
(Exact name of registrant as specified in its charter)
Delaware13-1502798
(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

4333 Amon Carter Blvd., Fort Worth, Texas 76155(817) 963-1234
(Address of principal executive offices, including zip code)Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

American Airlines Group Inc.

Yes  

No

American Airlines, Inc.Yes

  No

American Airlines, Inc.

Yes

No



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

American Airlines Group Inc.

Yes  

No

American Airlines, Inc.Yes

  No

American Airlines, Inc.

Yes

No

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.

Yes  

No

American Airlines, Inc.Yes

  No

American Airlines, Inc.

Yes

No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

American Airlines Group Inc.

Yes  

No

American Airlines, Inc.Yes

  No

American Airlines, Inc.

Yes

No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

American Airlines Group Inc.

American Airlines, Inc.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, a smaller reporting company, or emerging growth company. See definitiondefinitions of “accelerated filer” and “large accelerated filer”filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

American Airlines Group Inc.

 Large Accelerated Filer

 Accelerated Filer

 Non-accelerated Filer

 Smaller Reporting Company

☐ Emerging Growth Company

American Airlines, Inc.

 Large Accelerated Filer

 Accelerated Filer

 Non-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 Act).

American Airlines Group Inc.

Yes  

No

American Airlines, Inc.Yes

  No

American Airlines, Inc.

Yes

No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

American Airlines Group Inc.

Yes  

No

American Airlines, Inc.Yes

  No

American Airlines, Inc.

Yes

No

As of February 17, 2017,16, 2018, there were 504,154,397473,138,683 shares of American Airlines Group Inc. common stock outstanding. The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2016,2017, was approximately $15$24 billion.

As of February 17, 2017,16, 2018, there were 1,000 shares of American Airlines, Inc. common stock outstanding, all of which were held by American Airlines Group Inc.

OMISSION OF CERTAIN INFORMATION

American Airlines Group Inc. and American Airlines, Inc. meet the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and have therefore omitted the information otherwise called for by Items 10-13 of Form 10-K as allowed under General Instruction I(2)(c).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement related to American Airlines Group Inc.’s 20172018 Annual Meeting of Stockholders, which proxy statement will be filed under the Securities Exchange Act of 1934 within 120 days of the end of American Airlines Group Inc.’s fiscal year ended December 31, 2016,2017, are incorporated by reference into Part III of this Annual Report on Form 10-K.




American Airlines Group Inc.

American Airlines, Inc.

Form 10-K

Year Ended December 31, 2016

2017

Table of Contents

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This combined Annual Report on Form10-Kreport is filed by American Airlines Group Inc. (formerly named AMR Corporation) (AAG) and its wholly-owned subsidiary American Airlines, Inc. (American). References in this Annual Report on Form10-K to “we,” “us,” “our,” the “Company” and similar terms refer to AAG and its consolidated subsidiaries. “AMR” or “AMR Corporation” refers to the Company during the period of time prior to its emergence from Chapter 11 and its acquisition of US Airways Group, Inc. (US Airways Group) on December 9, 2013. References to “US Airways Group” and “US Airways,” a subsidiary of US Airways Group, represent thosethe entities during the period of time prior to the dissolution of those entities in connection with AAG’s internal corporate restructuring on December 30, 2015. References in this Annual Report on Form10-Kreport to “mainline” refer to the operations of American as applicable,only and exclude regional operations.

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, those described below under Part I, Item 1A. Risk Factors, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and in our other filings with the Securities and Exchange Commission (the SEC), and other risks and uncertainties listed from time to time in our filings with the SEC.

Securities and Exchange Commission (the SEC).

All of the forward-looking statements are qualified in their entirety by reference to the factors discussed in Part I, Item 1A. Risk Factors and elsewhere in this report. 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. Forward-looking statements speak only as of the date of this Annual Report on Form10-Kreport or as of the dates indicated in the statements.




PART I

ITEM 1.  BUSINESS

ITEM 1. BUSINESS
Overview

American Airlines Group Inc. (AAG), a Delaware corporation, is a holding company and its principal, wholly-owned subsidiaries are American Airlines, Inc. (American), Envoy Aviation Group Inc. (Envoy), PSA Airlines, Inc. (PSA) and Piedmont Airlines, Inc. (Piedmont). AAG was formed in 1982 under the name AMR Corporation (AMR) as the parent company of American, which was founded in 1934. On December 9, 2013, a subsidiary of AMR merged with and into US Airways Group, Inc. (US Airways Group), a Delaware corporation, which survived as a wholly-owned subsidiary of AAG, and AAG emerged from Chapter 11 (the Merger). Upon closing of the Merger and emergence from Chapter 11, AMR changed its name to American Airlines Group Inc. On December 30, 2015, in order to simplify AAG’s internal corporate structure, US Airways Group merged with and into AAG, with AAG as the surviving corporation and, immediately thereafter, US Airways, Inc. (US Airways), a wholly-owned subsidiary of US Airways Group, merged with and into American, with American as the surviving corporation.

AAG’s and American’s principal executive offices are located at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155 and ourtheir telephone number is817-963-1234.

Airline Operations

Our primary business activity is the operation of a major network carrier, providing scheduled air transportation for passengers and cargo.

Together with our wholly-owned regional airline subsidiaries and third-party regional carriers operating as American Eagle, our airline operates an average of nearly 6,700 flights per day to nearly 350 destinations in more than 50 countries, principally from ourcountries. We have hubs in Charlotte, Chicago, Dallas/Fort Worth, Los Angeles, Miami, New York, Philadelphia, Phoenix and Washington, D.C. In 2016,2017, approximately 199200 million passengers boarded our mainline and regional flights. During 2016,2017, we launched new nonstop service betweento Amsterdam, Netherlands and Rome, Italy from Dallas/Fort Worth International Airport (DFW), to Barcelona, Spain from Chicago O’Hare International Airport (ORD) and to Beijing, China from Los Angeles International Airport (LAX) and Hong Kong as well as between LAX and Auckland, New Zealand., further expanding our global footprint. We also launched our first-ever regularly scheduled flights to Cubaannounced new seasonal nonstop service beginning in 2016 withnon-stop service to Havana from MiamiSummer 2018 between Philadelphia International Airport (PHL) and CharlotteBudapest, Hungary and to Cienfuegos, Holguin, Camaguey, Santa ClaraPrague, Czech Republic; between ORD and Varadero from Miami, making us amongst the top leaders in air serviceVenice, Italy; and between the U.S.DFW and Cuba.

Reykjavik-Keflavik, Iceland.

As of December 31, 2016,2017, we operated 930948 mainline aircraft and are supported by our regional airline subsidiaries and third-party regional carriers, which operated an additional 606597 regional aircraft. See Part I, Item 2. Properties for further discussion on our mainline and regional aircraft and “Regional” below for further discussion on our regional operations.

American is a founding member of theoneworld® alliance, whose members and members-elect serve more than 1,000 destinations with approximately 14,250 daily flights to over 150 countries. See Ticket Distribution and Marketing Agreementsbelow for further discussion on theoneworld alliance and other agreements with domestic and international airlines.

See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – “Operational“Operational Highlights,” “Financial Overview,” “AAG’s Results of Operations” and“American’s Results of Operations” for further discussion of AAG’s and American’s operating results and operating performance. Also, see Note 13 to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 11 to American’s Consolidated Financial Statements in Part II, Item 8B for information regarding our operating segments and operating revenue in principal geographic areas.

Regional

We have arrangements with regional

Regional carriers to provide us with regional jet and turboprop servicescheduled air transportation under the brand name “American Eagle.” The American Eagle carriers include our wholly-owned regional carriers, Envoy, PSA and Piedmont, as well as third-party regional carriers including Republic Airline Inc. (Republic), Mesa Airlines, Inc. (Mesa), Air Wisconsin Airlines Corporation (Air Wisconsin), Compass Airlines, LLC (Compass), ExpressJet Airlines, Inc. (ExpressJet), SkyWest Airlines, Inc. (SkyWest) and Trans States Airlines, Inc. (Trans States). In addition, Air Wisconsin Airlines Corporation (Air Wisconsin) operated regional jet aircraft for us during 2017; however, this arrangement ended in February 2018. These carriers are an integral component of our operating network. We rely heavily on feeder traffic from these carriers, which transport passengers to our hubs fromlow-density markets that are not economical for us to serve with larger, mainline aircraft. In addition, regional carriers offer complementary service in our existing mainline markets by operating flights duringoff-peak periods between mainline flights.markets. During 2016,2017, approximately 5455 million passengers boarded our regional carriers’ planes, approximately 44% of whom connected to or from our mainline flights. Of these passengers, approximately 2628 million were enplaned by our wholly-owned regional carriers and approximately 2827 million


were enplaned by third-party regional carriers. All American Eagle carriers use logos, service marks, aircraft paint schemes and uniforms similar to our mainline operations.

The American Eagle

Our regional carrier arrangements are principally in the form of capacity purchase agreements. The capacity purchase agreements provide that all revenues, including passenger,in-flight, ancillary, mail and freight revenues, go to us. In return, we agree to pay predetermined fees to these airlines for operating an agreed-upon number of aircraft, without regard to the number of passengers on board. In addition, these agreements provide that we reimburse 100% of certain variable costs, such as airport landing fees and passenger liability insurance. We control marketing, scheduling, ticketing, pricing and seat inventories.

A limited number of regional aircraft are operated for us under prorate agreements, under which the regional carriers receive a prorated share of ticket revenue and pay certain service fees to us. The prorate carriers are responsible for all costs incurred operating the applicable aircraft.

Cargo

Our cargo division provides a wide range of freight and mail services, with facilities and interline connections available across the globe. In 2016,2017, we were named the Cargo Airline of the Year for the secondthird consecutive year running and Best Cargo Airline from the Americas for the ninthtenth consecutive year byAir Cargo News.

Ticket Distribution and Marketing Agreements

Passengers can purchase tickets for travel on American through several distribution channels, including our website (www.aa.com), our reservations centers and third-party distribution channels, including those provided by or through global distribution systems (e.g., Amadeus, Sabre and Travelport), conventional travel agents and online travel agents (e.g., Expedia, Orbitz and Travelocity). To remain competitive, we need to successfully manage our distribution costs and rights, increase our distribution flexibility and improve the functionality of third-party distribution channels, while maintaining an industry-competitive cost structure. For more discussion, see Part I, Item 1A. Risk Factors – “We rely on third-party distribution channels and must manage effectively the costs, rights and functionality of these channels.”

In general, beyond nonstop city pairs, carriers that have the greatest ability to seamlessly connect passengers to and from markets have a competitive advantage. In some cases, however, foreign governments limit U.S. air carriers’ rights to transport passengers beyond designated gateway cities in foreign countries. In order to improve access to domestic and foreign markets, we have arrangements with other airlines including theoneworld alliance, other cooperation agreements, joint business agreements (JBAs), and marketing relationships.relationships, as further discussed below.

Member of oneworld Alliance

American is a founding member of theoneworld alliance, which includes Air Berlin, British Airways, Cathay Pacific Airways, Finnair, Iberia, Japan Airlines, LANLATAM Airlines Group, Malaysia Airlines, Qantas Airways, Qatar Airways, Royal Jordanian, S7 Airlines SriLankan Airlines and TAMSriLankan Airlines. Theoneworld alliance links the networks of the member carriers to enhance customer service and smooth connections to the destinations served by the alliance, including linking the carriers’ loyalty programs and access to the carriers’ airport lounge facilities.

Cooperation and Joint Business Agreements

American is party to antitrust-immunized cooperation agreements with British Airways, Iberia, Finnair, Royal Jordanian, Japan Airlines, LAN Airlines and LAN Peru.

American has also established antitrust-immunized JBAs with British Airways, Iberia and Finnair, and separately with Japan Airlines, that enable the carriers to cooperate on flights between particular destinations and allow pooling and sharing of certain revenues and costs, enhanced loyalty program reciprocity and cooperation in other areas. American and its joint business partners received regulatory approval to enter into these JBAs and cooperation agreements.

We

In October 2017, American and its transatlantic partners executed an amended and restated JBA which, among other things, extends the term of the agreement. Also, we had previously signed a revised JBA with Qantas Airways and applied for antitrust immunity with the U.S. Department of Transportation (DOT) for the revised relationship, but we withdrew that application in November 2016 after it was tentatively denied by the DOT. However, we expect that our existing, more limited cooperation with Qantas will continue, and weWe intend to file a new application for antitrust immunity with the DOT later this year.year, which, if granted, would allow us to further expand our relationship with Qantas Airways. In addition, we have signed JBAs with certain air carriers of the LATAM Airlines Group and have applied for approvalantitrust immunity in the relevant jurisdictions affected by such agreements, which applications have been approved in some jurisdictions, but are still pending beforein other jurisdictions, including the relevant regulators.

United States and Chile.

In the third quarter of 2017, we acquired 2.7% of the outstanding shares of China Southern Airlines Company Limited (China Southern Airlines) for $203 million in order to begin a strategic relationship with the largest airline in China.


Marketing Relationships

To improve access to each other’s markets, various U.S. and foreign air carriers, including American, have established marketing relationshipsagreements with other airlines. These marketing agreements generally provide enhanced customer choice by means of an expanded network with reciprocal loyalty program participation and joint sales cooperation. American currently has marketing relationships with Air Berlin, Air Tahiti Nui, Alaska Airlines, British Airways, Cape Air, Cathay Dragon, Cathay Pacific, Dragonair,China Southern Airlines, EL AL, Etihad Airways, Fiji Airways, Finnair, Gulf Air, Hainan Airlines, Hawaiian Airlines, Iberia, Interjet, Japan Airlines, Jet Airways, Jetstar Group (includes Jetstar Airways and Jetstar Japan), Korean Air, LATAM (includes LANLATAM Airlines, LANLATAM Argentina, LANLATAM Brasil, LATAM Colombia, LANLATAM Ecuador, LAN Peru, TAM Airlines and TAM Mercosur)LATAM Paraguay, LATAM Peru), Malaysia Airlines, Niki Airlines, Qantas Airways, Qatar Airways, Royal Jordanian, S7 Airlines, Seaborne Airlines, Sri Lankan Airlines and WestJet.

Our marketing agreements with Etihad Airways and Qatar Airways are scheduled to end on March 25, 2018.

Loyalty Program

Our loyalty program, AAdvantage® was established to develop passenger loyalty by offering awards to travelers for their continued patronage. AAdvantage was named Best Elite Program in the Americas at the 20162017 Freddie Awards.Awards, annual awards that recognize the world’s most outstanding frequent travel programs. AAdvantage members earn mileage credits by flying on American, anyoneworld airline or other partner airlines, or by using the services of over 1,000 program participants, such as the Citi and Barclaycard USco-branded credit cards, hotels and car rental companies. MileageOur members earn bonus mileage credits can be redeemed for free or upgraded travel on Americanwhen elite status is obtained. For every dollar spent, non-status members earn five mileage credits, but Gold, Platinum, Platinum Pro and participating airlines, membership to our Admirals Club®Executive Platinum status holders earn bonus mileage credits of seven, eight, nine and eleven mileage credits, respectively. or for othernon-travel awards from our program participants.

All travel on eligible tickets counts toward qualification for elite status in the AAdvantage program. Elite members can enjoy additional benefits of the AAdvantage program, including complimentary upgrades, mileage bonuses, complimentary access to Preferred Seats, checked bags at no charge, First and BusinessClass check-in, priority security, priority boarding and priority baggage delivery.
Mileage credits can be redeemed for free or upgraded travel on American and participating airlines, membership to our Admirals Club

® or for other non-travel awards from our program participants. Most travel awards are subject to capacity-controlled seating. A member’s mileage credit does not expire as long as that member has any type of qualifying activity at least once every 18 months. Under our agreements with AAdvantage members and program partners, we reserve the right to change the AAdvantage program at any time without notice, and may end the program with six months’ notice. Program rules, partners, special offers, awards and requisite mileage levels for awards are subject to change.

During 2016,2017, our members redeemed approximately 1011 million awards including travel redemptions for flights and upgrades on American and other air carriers, as well as redemption of car and hotel awards, club memberships and merchandise. Approximately 6.3%6.1% of our 20162017 total revenue passenger miles flown were from award travel.

In order to ensure we are rewarding our most loyal customers, we announced a program change effective in the second half of 2016 whereby our members began earning mileage credits based on dollars spent rather than distance flown for travel on American-marketed flights. In addition, our members earn bonus mileage credits when elite status is obtained. For every dollar spent,non-status members earn five mileage credits, but Gold, Platinum and Executive Platinum status holders earn bonus mileage credits of seven, eight and eleven mileage credits, respectively. Additionally, in January 2017, we added Platinum Pro as a fourth elite level for members. Platinum Pro status holders earn nine mileage credits for every dollar spent.

See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – “Critical Accounting Policies and Estimates” for more information on our loyalty program.

Industry Competition

Domestic

The markets in which we operate are highly competitive. On most of our domesticnon-stop nonstop routes, we currently face competing service from at least one, and sometimes more than one, domestic airline, including: Alaska Airlines, Allegiant Air, Delta Air Lines, Frontier Airlines, Hawaiian Airlines, JetBlue Airways, Southwest Airlines, Spirit Airlines and United Airlines and Virgin America.Airlines. Competition is even greater between cities that require a connection, where the major airlines compete via their respective hubs. In addition, we face competition on some of our connecting routes from airlines operatingpoint-to-point service on such routes. We also compete withall-cargo and charter airlines and, particularly on shorter segments, ground and rail transportation.

On all of our routes, pricing decisions are affected, in large part, by the need to meet competition from other airlines. Price competition occurs on amarket-by-market basis through price discounts, changes in pricing structures, fare matching, targettargeted promotions and loyalty program initiatives. Airlines typically use discount fares and other promotions to stimulate traffic during normally slack travel periods, when they begin service to new cities or when they have excess capacity, to generate cash flow, to maximize revenue per available seat mile and to establish, increase or preserve market share. We have often elected to match discount or promotional fares initiated by other air carriers in certain markets in order to compete in those markets. Most airlines will quickly match price reductions in a particular market. In addition,low-fare,low-cost carriers, such as


Southwest Airlines and JetBlue Airways, andso-calledultra-low-cost carriers, such as Allegiant Air, Frontier Airlines and Spirit Airlines, compete in many of the markets in which we operate and competition from these carriers is increasing.

In addition to price competition, airlines compete for market share by increasing the size of their route system and the number of markets they serve. The American Eagle regional carriers increase the number of markets we serve by flying to lower demand markets and providing connections at our hubs. Many of our competitors also own or have agreements with regional airlines that provide similar services at their hubs and other locations. We also compete on the basis of scheduling (frequency and flight times), availability of nonstop flights,on-time performance, type of equipment, cabin

configuration, amenities provided to passengers, loyalty programs, the automation of travel agent reservation systems, onboard products, markets served and other services. We compete with both major network airlines andlow-cost carriers throughout our network.

International

In addition to our extensive domestic service, we provide international service to Canada, Central and South America, Asia, Europe, Australia and New Zealand. In providing international air transportation, we compete with U.S. airlines, foreign investor-owned airlines and foreign state-owned or state-affiliated airlines. Competition is increasing from foreign state-owned and state-affiliated airlines including carriers based in the Gulf region, including Emirates, Etihad Airways and Qatar Airways. These carriers have large numbers of international widebody aircraft in service and on order and are increasing service to the U.S. from locations both in and outside the Middle East, the three largest of which weEast. We believe these carriers benefit from significant government subsidies.subsidies, which has allowed them to grow quickly, reinvest in their product and expand their global presence. Additionally, competition is also increasing from low cost airlines executing international long-haul expansion strategies, including, for example, Icelandair, Norwegian Air Shuttle and Wow Air. In order to increase our ability to compete for international air transportation service, which is subject to extensive government regulation, U.S. and foreign carriers have entered into marketing relationships, alliances, cooperation agreements and JBAs to exchange traffic between each other’s flights and route networks. See “Ticket Distribution and Marketing Agreements” above for further discussion.

Employees and Labor Relations

The airline business is labor intensive. In 2016, mainline and regional2017, salaries, wages and benefits were our largest expense and represented approximately 35% of our total operating expenses.

As of December 31, 2017, we had approximately 126,600 active full-time equivalent employees, approximately 85% of whom were represented by various labor unions responsible for negotiating the CBAs covering them.

Labor relations in the air transportation industry are regulated under the Railway Labor Act (RLA), which vests in the National Mediation Board (NMB) certain functions with respect to disputes between airlines and labor unions relating to union representation and collective bargaining agreements (CBAs). When an RLA CBA becomes amendable, if either party to the agreement wishes to modify its terms, it must notify the other party in the manner prescribed under the RLA and as agreed by the parties. Under the RLA, the parties must meet for direct negotiations, and, if no agreement is reached during direct negotiations between the parties, either party may request that the NMB to appoint a federal mediator. The RLA prescribes no set timetable for the direct negotiation and mediation process. Itprocesses, and it is not unusual for those processes to last for many months andor even for several years. If no agreement is reached in mediation, the NMB in its discretion may declare under the RLA at some time that an impasse exists and if an impasse is declared, the NMB proffersproffer binding arbitration to the parties. Either party may decline to submit to binding arbitration. Ifarbitration, and if arbitration is rejected by either party, an initiala 30-day “cooling off” period commences. Following the conclusion ofDuring or after that30-day “cooling off” period, if no agreement has been reached, “self-help” (as described below) can begin unless a Presidential Emergency Board (PEB) is established. A PEBmay be established, which examines the parties’ positions and recommends a solution. The PEB process lasts for 30 days and (if no resolution is reached) is followed by another 30-day “cooling off” period of 30 days.period. At the end of a “cooling off” period, (unlessunless an agreement is reached a PEB is established or action is taken by Congress),Congress, the labor organization may exercise “self-help,” such as a strike, and the airline may resort to its own “self-help,” including the imposition of any or all of its proposed amendments to the CBA and the hiring of new employees to replace any striking workers.

The table below presents our approximate number of active full-time equivalent employees as of December 31, 2016.

   Mainline
Operations
   Wholly-owned
Regional Carriers
   Total 

Pilots and Flight Crew Training Instructors

   13,400     3,400     16,800  

Flight Attendants

   24,700     2,200     26,900  

Maintenance personnel

   14,900     2,000     16,900  

Fleet Service personnel

   16,600     3,500     20,100  

Passenger Service personnel

   15,900     7,100     23,000  

Administrative and other

   16,000     2,600     18,600  
  

 

 

   

 

 

   

 

 

 

Total

   101,500     20,800     122,300  

As of December 31, 2016, approximately 85% of our total active employees were represented by various labor unions and CBAs as detailed in the table below.

Union

  

Class or Craft

  Employees (1)   Contract
Amendable Date
 

Mainline:(2)

      

Allied Pilots Association (APA)

  

Pilots

   13,100     2019  

Association of Professional Flight Attendants (APFA)

  

Flight Attendants

   24,200     2019  

Airline Customer Service Employee Association – Communications Workers of America and International Brotherhood of Teamsters(CWA-IBT)

  

Passenger Service

   16,000     2020  

Transport Workers Union and International Association of Machinists & Aerospace Workers(TWU-IAM)

  

Mechanics and Related

   12,800     2018  

TWU-IAM

  

Fleet Service

   16,200     2018  

TWU-IAM

  

Stock Clerks

   1,800     2018  

TWU-IAM

  

Simulator Technicians

   100     2021  

TWU-IAM

  

Maintenance Control Technicians

   100     2018  

TWU-IAM

  

Maintenance Training Instructors

   50     2018  

TWU (Transport Workers Union)

  

Dispatchers

   400     2021  

TWU

  

Flight Crew Training Instructors

   300     2021  

Envoy:(3)

      

Air Line Pilots Associations (ALPA)

  

Pilots

   1,800     2024  

Association of FlightAttendants-CWA (AFA)

  

Flight Attendants

   1,200     2020  

TWU

  

Ground School Instructors

   10     2019  

TWU

  

Mechanics and Related

   1,200     2020  

TWU

  

Stock Clerks

   100     2020  

TWU

  

Fleet Service Clerks

   3,400     2019  

TWU

  

Dispatchers

   100     2019  

Communications Workers of America (CWA)

  

Passenger Service

   3,900     Initial Contract in Negotiation  

Piedmont:(3)

      

ALPA

  

Pilots

   400     2024  

AFA

  

Flight Attendants

   200     2019  

International Brotherhood of Teamsters (IBT)

  

Mechanics

   300     2021  

IBT

  

Stock Clerks

   40     2021  

CWA

  

Fleet and Passenger Service

   3,200     2017  

IBT

  

Dispatchers

   20     2019  

ALPA

  

Flight Crew Training Instructors

   40     2024  

PSA:(3)

      

ALPA

  

Pilots

   1,100     2023  

AFA

  

Flight Attendants

   800     2017  

International Association of Machinists & Aerospace Workers (IAM)

  

Mechanics

   300     2016  

TWU

  

Dispatchers

   40     2014  

(1)

Approximate number of active full-time equivalent employees covered by the contract as of December 31, 2016.

(2)

Our union-represented mainline employees are covered by agreements that are not currently amendable. Joint collective bargaining agreements (JCBAs) have been reached with post-Merger employee groups, except the approximately 35,000 maintenance, fleet service, stores and planner employees represented by theTWU-IAM who are covered by separate CBAs that are not yet amendable. Until those agreements become amendable, negotiations for JCBAs will be conducted outside the traditional RLA bargaining process as described above, and, in the meantime, no self-help will be permissible. In August 2016, we reached interim agreements with theTWU-IAM to move the employees they represent to new pay rates and to provide additional flexibility in assigning work to these employees. These new interim agreements provide immediate and significant pay increases and do not constitute new JCBAs, and negotiations for such JCBAs will continue.

(3)

Among our wholly-owned regional subsidiaries, the Piedmont fleet and passenger service employees and the PSA mechanics and dispatchers have agreements that are now amendable and are engaged in traditional RLA negotiations. The Envoy passenger service employees are engaged in traditional RLA negotiations for an initial CBA.

None of the unions representing our employees presently may lawfully engage in concerted refusals to work, such as strikes, slow-downs, sick-outs or other similar activity, against us. Nonetheless, there is a risk that disgruntled employees, either with or without union involvement, could engage in one or more concerted refusals to work that could individually or collectively harm the operation of our airline and impair our financial performance.

The following table shows our domestic airline employee groups that are represented by unions:


Union Class or Craft 
Employees  (1)
 
Contract
Amendable Date
Mainline: (2)
      
Allied Pilots Association (APA) Pilots 13,200
 2020
Association of Professional Flight Attendants (APFA) Flight Attendants 24,900
 2019
Airline Customer Service Employee Association –Communications Workers of America and International Brotherhood of Teamsters (CWA-IBT) Passenger Service 16,000
 2020
Transport Workers Union and International Association of Machinists & Aerospace Workers (TWU-IAM Association) Mechanics and Related 12,400
 2018
TWU-IAM Association Fleet Service 16,700
 2018
TWU-IAM Association Stock Clerks 1,900
 2018
TWU-IAM Association Flight Simulator Engineers 150
 2021
TWU-IAM Association Maintenance Control Technicians 200
 2018
TWU-IAM Association Maintenance Training Instructors 50
 2018
TWU (Transport Workers Union) Dispatchers 450
 2021
TWU Flight Crew Training Instructors 300
 2021
Envoy: (3)
      
Air Line Pilots Associations (ALPA) Pilots 2,200
 2024
Association of Flight Attendants-CWA (AFA) Flight Attendants 1,300
 2020
TWU Ground School Instructors 10
 2019
TWU Mechanics and Related 1,300
 2020
TWU Stock Clerks 150
 2020
TWU Fleet Service Clerks 3,500
 2019
TWU Dispatchers 60
 2019
Communications Workers of America (CWA) Passenger Service 4,300
 
Initial Contract 
in Negotiation
Piedmont: (3)
      
ALPA Pilots 550
 2024
AFA Flight Attendants 300
 2019
International Brotherhood of Teamsters (IBT) Mechanics 350
 2021
IBT Stock Clerks 50
 2021
CWA Fleet and Passenger Service 3,400
 2017
IBT Dispatchers 20
 2019
ALPA Flight Crew Training Instructors 40
 2024
PSA: (3)
      
ALPA Pilots 1,500
 2023
AFA Flight Attendants 1,000
 2017
International Association of Machinists & Aerospace Workers (IAM) Mechanics 350
 2016
TWU Dispatchers 50
 2022
(1)
Approximate number of active full-time equivalent employees as of December 31, 2017.


(2)
Our union-represented mainline employees are covered by agreements that are not currently amendable. Joint collective bargaining agreements (JCBAs) have been reached with post-Merger employee groups, except the maintenance, fleet service, stock clerks, maintenance control technicians and maintenance training instructors represented by the TWU-IAM Association who are covered by separate CBAs that become amendable in the third quarter of 2018. Until those agreements become amendable, negotiations for JCBAs will be conducted outside the traditional RLA bargaining process as described above, and, in the meantime, no self-help will be permissible.
(3)
Among our wholly-owned regional subsidiaries, the PSA mechanics and flight attendants have agreements that are now amendable and are engaged in traditional RLA negotiations. The Envoy passenger service employees are engaged in traditional RLA negotiations for an initial CBA. The Piedmont fleet and passenger service employees have reached a tentative five-year agreement which is subject to membership ratification.
For more discussion, see Part I, Item 1A. Risk Factors – “Union disputes, employee strikes and other labor-related disruptions may adversely affect our operations.”

Aircraft Fuel

Our operations and financial results are significantly affected by the availability and price of jet fuel.fuel, which is our second largest expense. Based on our 20172018 forecasted mainline and regional fuel consumption, we estimate that a one cent per gallon increase in aviation fuel price would increase our 20172018 annual fuel expense by $43$45 million.

The following table shows annual aircraft fuel consumption and costs, including taxes, for our mainline and regional operations for 2017, 2016 2015 and 20142015 (gallons and aircraft fuel expense in millions).

Year

  Gallons   Average  Price
per Gallon
   Aircraft  Fuel
Expense
   Percent of Total
Mainline Operating

Expenses
 

2016

   3,596    $1.41    $5,071     17.6

2015

   3,611     1.72     6,226     21.6

2014

   3,644     2.91     10,592     33.2

Total fuel expenses for our wholly-owned and third-party regional carriers operating under capacity purchase agreements of American were $1.1 billion, $1.2 billion and $2.0 billion for the years ended December 31, 2016, 2015 and 2014, respectively.

YearGallons 
Average  Price
per Gallon
 
Aircraft  Fuel
Expense
 
Percent of Total
Operating Expenses
20174,352 $1.73 $7,510 19.7%
20164,347   1.42   6,180 17.7%
20154,323   1.72   7,456 21.4%
As of December 31, 2016,2017, we did not have any fuel hedging contracts outstanding to hedge our fuel consumption. 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. Our current policy is not to enter into transactions to hedge our fuel consumption, although we review that policy from time to time based on market conditions and other factors.

Fuel prices have fluctuated substantially over the past several years. We cannot predict the future availability, price volatility or cost of aircraft fuel. Natural disasters (including hurricanes or similar events in the U.S. Southeast and on the Gulf Coast where a significant portion of domestic refining capacity is located), political disruptions or wars involvingoil-producing countries, changes in fuel-related governmental policy, the strength of the U.S. dollar against foreign currencies, changes in access to petroleum product pipelines and terminals, speculation in the energy futures markets, changes in aircraft fuel production capacity, environmental concerns and other unpredictable events may result in fuel supply shortages, distribution challenges, additional fuel price volatility and cost increases in the future. 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 our operating results and liquidity.”

Seasonality and Other Factors

Due to the greater demand for air travel during the summer months, revenues in the airline industry in the second and third quarters of the year tend to be greater than revenues in the first and fourth quarters of the year. General economic conditions, fears of terrorism or war, fare initiatives, fluctuations in fuel prices, labor actions, weather, natural disasters, outbreaks of disease and other factors could impact this seasonal pattern. Therefore, our quarterly results of operations are not necessarily indicative of operating results for the entire year, and historical operating results in a quarterly or annual period are not necessarily indicative of future operating results.



Domestic and Global Regulatory Landscape

General

Airlines are subject to extensive domestic and international regulatory requirements. Domestically, the DOT and the Federal Aviation Administration (FAA) exercise significant regulatory authority over air carriers.

The DOT, among other things, oversees domestic and international codeshare agreements, international route authorities, competition and consumer protection matters such as advertising, denied boarding compensation and baggage liability. The Antitrust Division of the Department of Justice (DOJ), along with the DOT in certain instances, have jurisdiction over airline antitrust matters.

The FAA similarly exercises safety oversight and regulates most operational matters of our business, including how we operate and maintain our aircraft. FAA requirements cover, among other things, required technology and necessary onboard equipment; systems, procedures and training necessary to ensure the continuous airworthiness of our fleet of aircraft; safety measures and equipment; crew scheduling limitations and experience requirements; and many other technical aspects of airline operations. Additionally, the FAA sets pilot qualification standards and imposes complex rest requirements for pilots, as well as stringent duty period requirements for pilots and flight attendants.

The FAA also controls the national airspace system, including operational rules and fees for air traffic control (ATC) services. The efficiency, reliability and capacity of the ATC network has a significant impact on our costs and on the timeliness of our operations.

The U.S. Postal Service has jurisdiction over certain aspects of the transportation of mail and related services.

Airport Access and Operations

Domestically, any U.S. airline authorized by the DOT is generally free to operate scheduled passenger service between any two points within the U.S. and its territories, with the exception of certain airports that require landing andtake-off rights and authorizations (slots) and other facilities, and certain airports that impose geographic limitations on operations or curtail operations based on the time of day. Operations at three major domestic airports we serve (John F. Kennedy International Airport (JFK) and La Guardia Airport (LGA) in New York City, and Ronald Reagan Washington National Airport (DCA) in Washington, D.C.) and certainmany foreign airports we serve (including London Heathrow Airport (LHR)) are regulated by governmental entities through allocations of slots or similar regulatory mechanisms that limit the rights of carriers to conduct operations at those airports. Each slot represents the authorization to land at or take off from the particular airport during a specified time period. In addition to slot restrictions, operations at LGA and DCA are also are limited based on the stage length of the flight.

Our ability to provide service can also be impaired at airports, such as Chicago O’Hare International Airport (ORD)ORD and LAX, where the airport gate and other facilities are inadequate to accommodate all of the service that we would like to provide.

Existing law also permits domestic local airport authorities to implement procedures and impose restrictions designed to abate noise, provided such procedures and restrictions do not unreasonably interfere with interstate or foreign commerce or the national transportation system. In some instances, these restrictions have caused curtailments in service or increases in operating costs.

Airline Fares, Taxes and User Fees

Airlines are permitted to establish their own domestic fares without governmental regulation. The DOT maintains authority over certain international fares, rates and charges, but applies this authority on a limited basis. In addition, international fares and rates are sometimes subject to the jurisdiction of the governments of the foreign countries which we serve. While air carriers are required to file and adhere to international fare and rate tariffs, substantial commissions, fare overrides and discounts to travel agents, brokers and wholesalers characterize many international markets.

Airlines are obligated to collect a federal excise tax, commonly referred to as the “ticket tax,” on domestic and international air transportation, and to collect other taxes and charge other fees, such as foreign taxes, security fees and passenger facility charges. Airlines typically collect and pass along the collected amounts to the appropriate governmental agencies. Although these taxes and fees are not our operating expenses, they represent an additional cost to our customers. These taxes and fees are subject to increase from time to time.



DOT Passenger Protection Rules

The DOT regulates airline interactions with passengers through the reservationsticketing process, at the airport and on board the aircraft. Among other things, these regulations govern how our fares are displayed online, required customer disclosures, access by disabled passengers, handling of long onboard flight delays and reporting of mishandled bags. In addition, the DOT is likely to issue a regulation in 20172018 that would require air carriers to refund checked bag fees in the event of certain delays in delivery.

International

International air transportation is subject to extensive government regulation, including aviation agreements between the U.S. and other countries or governmental authorities, such as the European Union (EU). Moreover, alliances with international carriers may be subject to the jurisdiction and regulations of various foreign agencies. The U.S. government has negotiated “open skies” agreements with manyover 120 countries, which allow unrestricted route authority access between the U.S. and the foreign markets. While the U.S. has worked to increase the number of countries with which open skies agreements are in effect, a number of markets important to us, including China, do not have open skies agreements.

In addition, foreign countries impose passenger protection rules, which are analogous to, and often meet or exceed the requirements of, the DOT passenger protection rules discussed above. In cases where these foreign requirements exceed the DOT rules, we may bear additional burdens and liabilities. Further, various foreign airport authorities impose noise restrictions at their local airports.

Security

Since shortly after the events of September 11, 2001, substantially all aspects of civil aviation security in the U.S. or affecting U.S. carriers have been controlled or regulated by the federal government through the Transportation Security Administration (TSA). Requirements include flight deck security; carriage of federal air marshals at no charge; enhanced security screening of passengers, baggage, cargo, mail, employees and vendors; fingerprint-based background checks of all employees and vendor employees with access to secure areas of airports; and the provision of certain passenger data to the federal government and other international border security authorities, for security and immigration controls. Funding for the TSA is provided by a combination of air carrier fees, passenger fees and taxpayer funds. Customs and Border Protection, which, like the TSA, is part of the Department of Homeland

Security, also promulgates requirements, performs services and collects fees that impact our provision of services. Additionally, we have at times found it necessary or desirable to make significant expenditures to comply with security-related requirements while reducingseeking to reduce their impact on our customers, such as expenditures for automated security screening lines at airports.

Environmental Matters

Environmental Regulation

The airline industry is subject to various laws and government regulations concerning environmental matters in the U.S. and other countries. U.S. federal laws that have a particular impact on our operations include the Airport Noise and Capacity Act of 1990, the Clean Air Act, (CAA), the Resource Conservation and Recovery Act, the Clean Water Act, the Safe Drinking Water Act and the Comprehensive Environmental Response, Compensation and Liability Act (Superfund Act). The U.S. Environmental Protection Agency (EPA) and other federal agencies have been authorized to promulgate regulations that have an impact on our operations. In addition to these federal activities, various states have been delegated certain authorities under the aforementioned federal statutes. Many state and local governments have adopted environmental laws and regulations which are similar to or stricter than federal requirements.

Revised underground storage tank regulations issued by the EPA in 2015 could affecthave affected certain airport fuel hydrant systems, as certainwith modifications of thosesuch systems may need to be modifiedneeded in order to comply with applicable portions of the revised regulations. In addition, related to the EPA and state regulations pertaining to stormwater management, several U.S. airport authorities are actively engaged in efforts to limit discharges of deicing fluid into the environment, often by requiring airlines to participate in the building or reconfiguring of airport deicing facilities.

The environmental laws to which we are subject include those related to responsibility for potential soil and groundwater contamination. We are conducting investigation and remediation activities to address soil and groundwater conditions at several sites, including airports and maintenance bases. We anticipate that the ongoing costs of such activities will not have a material impact on our operations. In addition, we have been named as a potentially responsible party (PRP) at certain Superfund sites. Our alleged volumetric contributions at such sites are relatively small in comparison to total contributions of all PRPs; we anticipate that any future payments of costs at such sites will not have a material impact on our operations.



Aircraft Emissions and Climate Change Requirements

Many aspects of our operations are subject to increasingly stringent environmental regulations and concerns about climate change and greenhouse gas (GHG) emissions. For example, the EU has established the Emissions Trading Scheme (ETS) to regulate GHG emissions in the EU. The EU adopted a directive in 2008 under which each EU member state is required to extend the ETS to aviation operations. However, the EU ETS has never fully been imposed, in large part due to the global effort to moderate international aviation emissions solely through the International Civil Aviation Organization (ICAO). The U.S. enacted legislation in November 2012 intended to encourage an international solution through ICAO, but which also authorizes the U.S. Secretary of Transportation to prohibit U.S. airlines from participating in the ETS.

In October 2016, ICAO passed a resolution adopting the ICAO Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA), which is a global, market-based emissions offset program to encourage carbon-neutral growth beyond 2020. The CORSIA applies to international aviation, and does not directly impact domestic U.S. flights. The CORSIA was supported by the board of Airlines For

for America (the principal U.S. airline trade association), the International Airline TradeAir Transport Association (IATA) (the principal international airline trade association), and by American and many other U.S. and foreign airlines. The CORSIA will increase operating costs for American and most other airlines, including other U.S. airlines that operate internationally, but the implementation of a global program, as compared to regional emission reduction schemes, should help to ensure that resulting increases in operating costs will be more predictable and more evenly applied to airlines.American and its competitors since there will be a common global regulatory regime. The CORSIA is expected to be implemented in phases, beginning in 2021. Certain details still need to be developed and the impact of the CORSIA cannot be fully predicted. On February 3, 2017, the European Commission proposed to extendThe EU has extended its stay on the extra-territorial application of the EU ETS until 2021, in anticipation ofas applied to international flights to/from the European Economic Area (EAA) through year-end 2023, contingent on successful implementation of the ICAO CORSIA. TheThereafter, the EU noted its intent to continue to apply ETS tointra-EU flights until at least 2021, but also stated that this could be revisited in lightwill assess the ICAO CORSIA implementation and decide the future status of the CORSIA. The EU stated that it plans to reevaluate ETS again in 2021, in light of its assessment of the progress to implement the CORSIA. The current EU ETS proposal must be approved throughas applied to international aviation to/from the EU Council and Parliament.

TheEAA.

In 2018, the EPA recently issued an endangerment finding that aircraft engine GHG emissions cause or contributeis expected to air pollution, which isfinalize a precursor to EPA regulation ofrule implementing aircraft engine GHG emission standards. It is anticipated that any such standards established bythe EPA wouldrule will closely align with emission standards currently being developed by ICAO. In February 2016, therecent ICAO Committee on Aviation Environmental Protection recommended that ICAO adopt carbon dioxide certificationemission standards. The new standards, thatwhich were supported by the airline industry and manufacturers, would apply to new type aircraft certified beginning in 2020, and would be phased in for newly manufactured existing aircraft type designs starting in 2023.

In addition, several states, including California, have adopted or are considering initiatives to regulate emissions of GHGs, primarily through the planned development of GHG emissions inventories and/or regional GHG cap and trade programs.

We have taken a number of actions that mitigate our GHG emissions and conserve fuel such as:

Retiring older aircraft and replacing them with new, more fuel-efficient aircraft

aircraft;

Reducing fuel consumption through our Fuel Smart Program, which is anemployee-led effort to safely reduce fuel consumption

consumption;

Working with the FAA and vendors to facilitate efficient airspace procedures, which also reduces aircraft emissions

emissions;

Replacing existing cargo containers with lightweight versions

versions;

PurchasingReplacing older, inefficient ground support equipment with new, more fuel-efficient ground support equipment, certain of which isincluding alternative-fuel and electric powered.

powered equipment;

Purchasing renewable energy to reduce indirect emissions;
Seeking certification of certain buildings to the U.S. Green Building Council’s Leadership in Energy and Environmental Design (LEED) standard; and
Entering into partnerships with certain companies to further explore potential production pathways for sustainable alternative jet fuel.
For further information, see our annual Corporate Responsibility Report, available on our website atwww.aa.com. None of the information or contents of our website is incorporated into this Annual Report on Form 10-K.



Impact of Regulatory Requirements on Our Business

Regulatory requirements, including but not limited to those discussed above, could affect operations and increase operating costs for the airline industry, including our airline subsidiaries, and future regulatory developments may continue to do the same in the future. See Part I, Item 1A. Risk Factors – “OngoingEvolving data security requirements and obligationsprivacy requirements could increase our costs, and any significant data security incident could disrupt our operations, and harm our reputation, expose us to legal risks and otherwise materially adversely affect our business, results of operations and financial condition,” “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, which may have a material adverse impact on our operations,” “Our business is subject to extensive government regulation, which may result in increases in our costs, disruptions to our operations, limits on our operating flexibility, reductions in the demand for air travel, and competitive disadvantages,” “The airline industry is heavily taxed,“We are subject to many forms of environmental and noise regulation and may incur substantial costs as a result” and“We are subject to risks associated with climate change, including increased regulation to reduce emissions of greenhouse gases”for additional information.

Available Information

Use of Websites to Disclose Information

Our website is located atwww.aa.com. We have made and expect in the future to make public disclosures to investors and the general public of information regarding AAG and its subsidiaries by means of the investor relations section of our website as well as through the use of our social media sites, including Facebook and Twitter. In order to receive notification regarding new postings to our website, investors are encouraged to enroll on our website to receive automatic email alerts (seephx.corporate-ir.net/4p0I.URLhttps://americanairlines.gcs-web.com/email-alerts), join American’s circle“follow” American (@AmericanAir) on Twitter and “like” American on its Facebook page (www.facebook.com/AmericanAirlines). None of the information or contents of our website or social media postings is incorporated into this Annual Report on Form10-K.

Availability of SEC Reports

A copy of this Annual Report on Form10-K, Quarterly Reports on Form10-Q, Current Reports on Form8-K and amendments to those reports are available free of charge on our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC atwww.sec.gov. The public may also read and copy materials we file with the SEC at the SEC’s Public Reference Room at 100 F. Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at1-800-SEC-0330.

ITEM 1A.  RISK

FACTORS



ITEM 1A.  RISK FACTORS
Below are certain risk factors that may affect our business, results of operations and financial condition, or the trading price of our common stock or other securities. We caution the reader that these risk factors may not be exhaustive. We operate in a continually changing business environment, and new risks and uncertainties emerge from time to time. Management cannot predict such new risks and uncertainties, nor can it assess the extent to which any of the risk factors below or any such new risks and uncertainties, or any combination thereof, may impact our business.

Risks Relating to AAG and Industry-Related Risks

Downturns in economic conditions could adversely affect our business.

Due to the discretionary nature of business and leisure travel spending and the highly competitive nature of the airline industry, our revenues are heavily influenced by the condition of the U.S. economy and economies in other regions of the world. Unfavorable conditions in these broader economies have resulted, and may result in the future, in decreased passenger demand for air travel, changes in booking practices and related reactions by our competitors, all of which in turn have had, and may have in the future, a strong negative effect on our revenues.business. See also“The airline industry is intensely competitive and dynamic” below.

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 our operating results and liquidity.

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. Jet fuel market prices have fluctuated substantially over the past several years and prices continue to be highly volatile.

Because of the amount of fuel needed to operate our business, even a relatively small increase or decrease in the price of fuel can have a material effect on our operating results and liquidity. Due to the competitive nature of the airline industry and unpredictability of the market for air travel, we can offer no assurance that we may be able to increase our fares, impose fuel surcharges or otherwise increase revenues or decrease other operating costs sufficiently to offset fuel price increases. Similarly, we cannot predict the effect or the actions of our competitors if the current relatively low fuel prices remain in place for a significant period of time or fuel prices decrease in the future.

Although we are currently able to obtain adequate supplies of aircraft fuel, we cannot predict the future availability, price volatility or cost of aircraft fuel. Natural disasters (including hurricanes or similar events in the U.S. Southeast and on the Gulf Coast where a significant portion of domestic refining capacity is located), political disruptions or wars involvingoil-producing countries, changes in fuel-related governmental policy, the strength of the U.S. dollar against foreign currencies, changes in access to petroleum product pipelines and terminals, speculation in the energy futures markets, changes in aircraft fuel production capacity, environmental concerns and other unpredictable events may result in fuel supply shortages, distribution challenges, additional fuel price volatility and cost increases in the future.

Any of these factors or events could cause a disruption in oil production, refinery operations or pipeline capacity and possibly result in significant increases in the price of aircraft fuel and diminished availability of aircraft fuel supply.

Our aviation fuel purchase contracts generally do not provide meaningful price protection against increases in fuel costs. Prior to the closing of the Merger, we sought to manage the risk of fuel price increases by using derivative contracts. Our current policy is not to enter into transactions to hedge our fuel consumption, although we review thatthis policy from time to time based on market conditions and other factors. Accordingly, as of December 31, 2016,2017, we did not have any fuel hedging contracts outstanding. 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.

If in the future we enter into derivative contracts to hedge our fuel consumption, there can be no assurance that, at any given time, we will have derivatives in place to provide any particular level of protection against increased fuel costs or that our counterparties will be able to perform under our derivative contracts. To the extent we use derivative contracts that have the potential to create an obligation to pay upon settlement if prices decline significantly, such derivative contracts may limit our ability to benefit from lower fuel costs in the future. Also, a rapid decline in the projected price of fuel at a time when we have fuel hedging contracts in place could materially adversely impact our short-term liquidity, because hedge counterparties could require that we post collateral in the form of cash or letters of credit. See also the discussion in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk – “Aircraft Fuel.”

The airline industry is intensely competitive and dynamic.

Our competitors include other major domestic airlines and foreign, regional and new entrant airlines, as well as joint ventures formed by some of these airlines, many of which have more financial or other resources and/or lower cost structures than ours, as well as other forms of transportation, including rail and private automobiles. In many of our markets we compete with at least onelow-cost air carrier. Our revenues are sensitive to the actions of other carriers in many areas including pricing, scheduling, capacity, amenities, loyalty benefits and promotions, which can have a substantial adverse impact not only on our revenues, but on overall industry revenues. These factors may become even more significant in periods when the industry experiences large losses, as airlines under financial stress, or in bankruptcy, may institute pricing structures intended to achieve near-term survival rather than long-term viability.



Low-cost carriers, includingso-calledultra-low-cost carriers, have a profound impact on industry revenues. Using the advantage of low unit costs, these carriers offer lower fares in order to shift demand from larger, more established airlines, and represent significant competitors, particularly for customers who fly infrequently and are price sensitive and tend not to be loyal to any one particular carrier. While historically these carriers have provided competition in domestic markets, we have recently experienced new competition from low-cost carriers on international routes. A number of these low-cost carriers have announced growth strategies including commitments to acquire significant numbers of new aircraft for delivery in the next few years. Theselow-cost carriers are attempting to continue to increase their market share through growth and, potentially, consolidation, and could continue to have an impact on our revenues and overall performance. For example, as a result of divestitures completed in connection with gaining regulatory approval for the Merger,low-fare,low-cost carriers have gained additional access in a number of markets, including DCA, a slot-controlled airport. In addition, we and several other large network carriers have announced “basic economy” fares designed to compete againstlow-cost carriers and we cannot predict whether these initiatives will be successful or the competitive reaction of thelow-cost carriers. Additionally, competition is also increasing from low cost airlines executing international long-haul expansion strategies, including, for example, Icelandair, Norwegian Air Shuttle and Wow Air. The actions of thelow-cost carriers, including those described above, could have a material adverse effect on our operations and financial performance.

Our presence in international markets, such as Asia, is not as extensive as that of some of our competitors. In providing international air transportation, we compete to provide scheduled passenger and cargo service between the U.S. and various overseas locations with U.S. airlines, foreign investor-owned airlines and foreign state-owned or state-affiliated airlines. Competition is increasing from foreign state-owned and state-affiliated airlines including carriers based in the Gulf region, including Emirates, Etihad Airways and Qatar Airways. These carriers have large numbers of international widebody aircraft in service and on order and are increasing service to the U.S. from locations both in and outside the Middle East, the three largest of which weEast. We believe these carriers benefit from significant government subsidies.subsidies, which has allowed them to grow quickly, reinvest in their product and expand their global presence. Our international service exposes us to foreign economies and the potential for reduced demand, such as we have recently experienced in Brazil and Venezuela, when any foreign countriescountry we serve suffersuffers adverse local economic conditions. In addition, open skies agreements with an increasing number of countries around the world provide international airlines with open access to U.S. markets. See also“Our business is subject to extensive government regulation, which may result in increases in our costs, disruptions to our operations, limits on our operating flexibility, reductions in the demand for air travel, and competitive disadvantages.”

Certain airline alliances, joint ventures and joint businesses have been, or may in the future be, granted immunity from antitrust regulations by governmental authorities for specific areas of cooperation, such as joint pricing decisions. To the extent alliances formed by our competitors can undertake activities that are not available to us, our ability to effectively compete may be hindered. Our ability to attract and retain customers is dependent upon, among other things, our ability to offer our customers convenient access to desired markets. Our business could be adversely affected if we are unable to maintain or obtain alliance and marketing relationships with other air carriers in desired markets.

We are party tohave established antitrust-immunized cooperation agreements with British Airways, Iberia, Finnair, Royal Jordanian, Japan Airlines, LAN Airlines and LAN Peru. As part of the antitrust-immunized relationships, we have also established JBAs with British Airways, Iberia and Finnair, and separately with Japan Airlines. WeIn October 2017, American and its transatlantic partners executed an amended and restated JBA which, among other things, extends the term of the agreement. Also, we had previously signed a revised JBA with Qantas Airways and applied for antitrust immunity with the DOT for the revised relationship, but we withdrew that application in November 2016 after it was tentatively denied by the DOT. However, we expect that our existing, more limited cooperation with Qantas will continue, and weWe intend to file a new application for antitrust immunity with the DOT this year.year, which, if granted, would allow us to further expand our relationship with Qantas Airways. In addition, we have signed JBAs with certain air carriers of the LATAM Airlines Group and have applied for approvalantitrust immunity in the relevant jurisdictions affected by such agreements, which applications have been approved in some jurisdictions, but are still pending beforein other jurisdictions, including the relevant regulators.United States and Chile. The foregoing arrangements are important aspects of our international network and we are dependent on the performance of the other airlines party to those agreements. No assurances can be given as to any benefits that we may derive from such arrangements or any other arrangements that may ultimately be implemented.

Additional mergers and other forms of industry consolidation, including antitrust immunity grants, may take place and may not involve us as a participant. Depending on which carriers combine and which assets, if any, are sold or otherwise transferred to other carriers in connection with any such combinations, our competitive position relative to the post-combination carriers or other carriers that acquire such assets could be harmed. In addition, as carriers combine through traditional mergers or antitrust immunity grants, their route networks will grow, and that growth will result in greater overlap with our network, which in turn could result in lower overall market share and revenues for us. Such consolidation is not limited to the U.S., but could include further consolidation among international carriers in Europe and elsewhere.

Ongoing

Additionally, our AAdvantage loyalty program, which is an important element of our sales and marketing programs, faces significant and increasing competition from the loyalty programs offered by other travel companies, as well as from similar loyalty benefits offered by banks and other financial services companies. Competition among loyalty programs is intense regarding the rewards, fees, required usage, and other terms and conditions of these programs. These competitive factors


affect our ability to attract and retain customers, increase usage of our loyalty program and maximize the revenue generated by our loyalty program.
Evolving data security requirements and obligationsprivacy requirements could increase our costs, and any significant data security incident could disrupt our operations, and harm our reputation, expose us to legal risks and otherwise materially adversely affect our business, results of operations and financial condition.

Our business requires the appropriatesecure processing and secure utilizationstorage of customer, employee, business partner and other sensitive information relating to our customers, employees, business partners and confidenceothers. However, like any global enterprise operating in today’s digital business environment, we are subject to threats to the networks and systems that allow us to operate. We cannot be certain that we will not be the targetsecurity of attacks on our networks and intrusions into our data, particularly given recent advances in technical capabilities,including threats potentially involving criminal hackers, hacktivists, state-sponsored actors, corporate espionage, employee malfeasance, and increased financial and political motivationshuman or technological error. These threats continue to carry out cyber-attacks on physical systems, gain unauthorized access to information, and make information unavailable for use through, for example, ransomware ordenial-of-service attacks, and otherwise exploit new and existing vulnerabilities in our infrastructure. The risk of a data security incident or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has increasedincrease as the number,frequency, intensity and sophistication of attempted attacks and intrusions fromincrease around the worldworld. We have increased. been the target of cybersecurity attacks in the past and expect that we will continue to be in the future.
Furthermore, in response to these threats there has been heightened legislative and regulatory focus on attacks ondata privacy and security in the U.S., the EU and elsewhere, particularly with respect to critical infrastructures,infrastructure providers, including those in the transportation sector,sector. As a result, we must comply with a growing and on data securityfast-evolving set of legal requirements in the U.S. and abroad (particularly in the EU),this area, including substantive cybersecurity standards as well as requirements for varying levels of data subject notificationnotifying regulators and affected individuals in the event of a data security incident.

This regulatory environment is increasingly challenging and may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks. For example, in May 2018, the EU’s new General Data Protection Regulation, commonly referred to as GPDR, will come into effect, which will impose a host of new data privacy and security requirements, imposing significant costs on us and carrying substantial penalties for non-compliance.

In addition, many of our commercial partners, including credit card companies, have imposed data security standards that we must meet. In particular, we are required by the Payment Card Industry Security Standards Council, founded by the credit card companies, to comply with their highest level of data security standards. While we continue our efforts to meet these standards, new and revised standards may be imposed that may be difficult for us to meet and could increase our costs.

A significant cybersecurity incident could result in a range of potentially material negative consequences for us, including unauthorized access to, disclosure, modification, misuse, loss or destruction of company systems or data; theft of sensitive, regulated or confidential data, security incidentsuch as personal identifying information or our failure to comply with applicable U.S. or foreign data security regulationsintellectual property; the loss of functionality of critical systems through ransomware, denial of service or other data security standardsattacks; and business delays, service or system disruptions, damage to equipment and injury to persons or property. The costs and operational consequences of responding to and remediating an incident may impact our brand and expose usbe substantial. Further, we could be exposed to litigation, and regulatory enforcement actions, resulting inor other legal action as a result of an incident, carrying the potential for damages, fines, sanctions or other penalties. Such actionspenalties, as well injunctive relief requiring costly compliance measures. A cybersecurity incident could furtheralso impact our brand, harm our reputation and adversely impact our relationship with our customers, employees and stockholders, result in material financial impact, and disrupt business operations.stockholders. Failure to appropriately address these issues could also give rise to similarpotentially material legal risks and damages.

liabilities.

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 cause our business to be vulnerable to adverse economic and industry conditions.

We have significant amounts of indebtedness and other obligations, including pension obligations, obligations to make future payments on flight equipment and property leases, and substantialnon-cancelable obligations under aircraft and related spare engine purchase agreements. Moreover, currently a substantial portion of our assets are pledged to secure our indebtedness. Our substantial indebtedness and other obligations could have important consequences. For example, they:

may make it more difficult for us to satisfy our obligations under our indebtedness;

may limit our ability to obtain additional funding for working capital, capital expenditures, acquisitions, investments, integration costs, and general corporate purposes, and adversely affect the terms on which such funding can be obtained;

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness and other obligations, thereby reducing the funds available for other purposes;

make us more vulnerable to economic downturns, industry conditions and catastrophic external events, particularly relative to competitors with lower relative levels of financial leverage;



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;

contain restrictive covenants that could:

limit our ability to merge, consolidate, sell assets, incur additional indebtedness, issue preferred stock, make investments and pay dividends;

significantly constrain our ability to respond, or respond quickly, to unexpected disruptions in our own operations, the U.S. or global economies, or the businesses in which we operate, or to take advantage of opportunities that would improve our business, operations, or competitive position versus other airlines;

limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business and economic conditions; and

result in an event of default under our indebtedness.

Further, a substantial portion of our long-term indebtedness bears interest at fluctuating interest rates, primarily based on the London interbank offered rate for deposits of U.S. dollars (LIBOR). LIBOR tends to fluctuate based on general economic conditions, general interest rates, rates set by the Federal

Reserve and other central banks, and the supply of and demand for credit in the London interbank market.market and general economic conditions. We have not hedged our interest rate exposure with respect to our floating rate debt. Accordingly, our interest expense for any particular period will fluctuate based on LIBOR and other variable interest rates. On July 27, 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, is considering replacing U.S. dollar LIBOR with a newly created index, calculated with a broad set of short-term repurchase agreements backed by treasury securities. It is not possible to predict the effect of these changes, other reforms or the establishment of alternative reference rates in the United Kingdom, the United States or elsewhere. To the extent these interest rates increase, our interest expense will increase, in which event we may have difficulties making interest payments and funding our other fixed costs, and our available cash flow for general corporate requirements may be adversely affected. See also the discussion of interest rate risk in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk – “Interest.”

These obligations also impact our ability to obtain additional financing, if needed, and our flexibility in the conduct of our business, and could materially adversely affect our liquidity, results of operations and financial condition.

We will need to obtain sufficient financing or other capital to operate successfully.

Our business plan contemplates continued significant investments inrelated to modernizing our fleet.fleet, improving the experience of our customers and updating our facilities. Significant capital resources will be required to execute this plan. We estimate that, based on our commitments as of December 31, 2016,2017, our planned aggregate expenditures for aircraft purchase commitments and certain engines on a consolidated basis for calendar years 2017-20212018-2022 would be approximately $15.5$12.3 billion. Accordingly, we will need substantial financing or other capital resources to finance such aircraft.aircraft and engines. If we are unable to arrange financing for such aircraft at customary advance rates and on terms and conditions acceptable to us, we may need to use cash from operations or cash on hand to purchase such aircraft or may seek to negotiate deferrals for such aircraft with the aircraft manufacturers. Depending on numerous factors, many of which are out of our control, such as the state of the domestic and global economies, the capital and credit markets’ view of our prospects and the airline industry in general, and the general availability of debt and equity capital at the time we seek capital, the financing or other capital resources that we will need may not be available to us, or may be available only on onerous terms and conditions. There can be no assurance that we will be successful in obtaining financing or other needed sources of capital to operate successfully. An inability to obtain necessary financing on acceptable terms would have a material adverse impact on our business, results of operations and financial condition.



We have significant pension and other postretirement benefit funding obligations, which may adversely affect our liquidity, results of operations and financial condition.

Our pension funding obligations are significant. The amount of these obligations will depend on the performance of investments held in trust by the pension plans, interest rates for determining liabilities and actuarial experience. Currently, ourThe minimum funding obligation forapplicable to our pension plans iswas subject to favorable temporary funding rules that are scheduled to expireexpired at the end of 2017. Our minimum pension funding obligations are likely to increase materially beginning in 2019, when we will be required to make cash contributions relatingcorresponding to determinations made regarding the 2018 fiscal year. In addition, we may have significant obligations for other postretirement benefits, the ultimate amount of which depends on, among other things, the outcome of an adversary proceeding related to retiree medical and other postretirement benefits and life insurance obligations filed in the Chapter 11 Cases.

If our financial condition worsens, provisions in our credit card processing and other commercial agreements may adversely affect our liquidity.

We have agreements with companies that process customer credit card transactions for the sale of air travel and other services. These agreements allow these processing companies, under certain conditions (including, with respect to certain agreements, the failure of American to maintain certain levels of liquidity), to hold an amount of our cash (a holdback) equal to some or all of the advance ticket

sales that have been processed by that credit card processor, but for which we have not yet provided the air transportation. We are not currently required to maintain any holdbacks pursuant to these requirements. These holdback requirements can be modified at the discretion of the credit card processing companies upon the occurrence of specific events, including material adverse changes in our financial condition. An increase in the current holdbacks, up to and including 100% of relevant advanced ticket sales, could materially reduce our liquidity. Likewise, other of our commercial agreements contain provisions that allow other entities to impose less-favorable terms, including the acceleration of amounts due, in the event of material adverse changes in our financial condition.

Union disputes, employee strikes and other labor-related disruptions may adversely affect our operations.

Relations between air carriers and labor unions in the U.S. are governed by the Railway Labor Act (RLA).RLA. Under the RLA, collective bargaining agreements (CBAs)CBAs generally contain “amendable dates” rather than expiration dates, and the RLA requires that a carrier maintain the existing terms and conditions of employment following the amendable date through a multi-stage and usually lengthy series of bargaining processes overseen by the National Mediation Board (NMB).NMB. For the dates that the CBAs with our major work groups become amendable under the RLA, see Part I, Item 1. Business – “Employees and Labor Relations.”

In the case of a CBA that is amendable under the RLA, if no agreement is reached during direct negotiations between the parties, either party may request that the NMB appoint a federal mediator. The RLA prescribes no timetable for the direct negotiation and mediation processes, and it is not unusual for those processes to last for many months or even several years. If no agreement is reached in mediation, the NMB in its discretion may declare that an impasse exists and proffer binding arbitration to the parties. Either party may decline to submit to arbitration, and if arbitration is rejected by either party, a30-day “cooling off” period commences. During or after that period, a Presidential Emergency Board (PEB)PEB may be established, which examines the parties’ positions and recommends a solution. The PEB process lasts for 30 days and is followed by another30-day “cooling off” period. At the end of a “cooling off” period, unless an agreement is reached or action is taken by Congress, the labor organization may exercise “self-help,” such as a strike, which could materially adversely affect our business, results of operations and financial condition.

None of the unions representing our employees presently may lawfully engage in concerted refusals to work, such as strikes, slow-downs, sick-outs or other similar activity, against us. Nonetheless, there is a risk that disgruntled employees, either with or without union involvement, could engage in one or more concerted refusals to work that could individually or collectively harm the operation of our airline and impair our financial performance. See also Part I, Item 1. Business – “Employees and Labor Relations.”



The inability to maintain labor costs at competitive levels would harm our financial performance.

Currently, we believe our labor costs are competitive relative to the other large network carriers. However, we cannot provide assurance that labor costs going forward will remain competitive because we are in negotiations for some of ournew agreements are amendable now and othersother agreements may become amendable, competitors may significantly reduce their labor costs or we may agree to higher-cost provisions unilaterally or in connection with our current or future labor negotiations, such as the employee profit sharing program we instituted effective January 1, 2016.2016, the mid-contract adjustment we provided to our flight attendants and pilots in 2017 and the $1,000 per employee one-time bonus we announced on January 2, 2018. As of December 31, 2016,2017, approximately 85% of our employees were represented for collective bargaining purposes by labor unions. Some of our unions have brought and may continue to bring grievances to binding arbitration, including those related to wages. Unions may also bring court actions and may seek to compel us to engage in bargaining processes where we believe we have no such

obligation. If successful, there is a risk these judicial or arbitral avenues could create material additional costs that we did not anticipate.

Interruptions or disruptions in service at one of our hub airportskey facilities could have a material adverse impact on our operations.

We operate principally through hubs in Charlotte, Chicago, Dallas/Fort Worth, Los Angeles, Miami, New York, Philadelphia, Phoenix and Washington, D.C. Substantially all of our flights either originate in or fly into one of these locations. A significant interruption or disruption in service at one of our hubs or other airports where we have a significant presence, such as London Heathrow, resulting from air traffic control (ATC)ATC delays, weather conditions, natural disasters, growth constraints, relations with third-party service providers (such as electric utility or telecommunications providers), failure of computer systems, facility disruptions at airport facilities or other key facilities used by us to manage our operations, labor relations, power supplies, fuel supplies, terrorist activities, or otherwise could result in the cancellation or delay of a significant portion of our flights and, as a result, could have a severe impact on our business, results of operations and financial condition.

We have minimal control over the operation, quality or maintenance of these services or whether vendors will improve or continue to provide services that are essential to our business.

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, which may have a material adverse impact on our operations.

In order to operate our existing and proposed flight schedule and, where desirable, add service along new or existing routes, we must be able to maintain and/or obtain adequate gates,check-in counters, operations areas, operations control facilities and officeadministrative support space. As airports around the world become more congested, we are not always able to ensure that our plans for new service can be implemented in a commercially viable manner, given operating constraints at airports throughout our network, including due to inadequate facilities at desirable airports. Further, our operating costs at airports at which we operate, including our hubs, may increase significantly because of capital improvements at such airports that we may be required to fund, directly or indirectly. Additionally, there is presently a significant amount of capital spending underway at major airports in the United States that we serve, and that spending is expected to result in increased costs to airlines and the traveling public that use those facilities as the airports seek to recover these investments through increased rental, landing and other facility costs. In some circumstances, such costs could be imposed by the relevant airport authority without our approval.

In addition, operations at three major domestic airports, certain smaller domestic airports and certainmany foreign airports served by us are regulated by governmental entities through the use of slots or similar regulatory mechanisms whichthat limit the rights of carriers to conduct operations at those airports. Each slot represents the authorization to land at or take off from the particular airport during a specified time period and may have other operational restrictions as well. In the U.S., the DOT and the FAA currently regulatesregulate the allocation of slots or slot exemptions at DCA and two New York City airports: JFK and LGA. In addition to slot restrictions, operations at LGA and DCA are also limited based on the stage length of the flight. Our operations at these airports generally require the allocation of slots or similar regulatory authority. Similarly, our operations at international airports in Beijing, Frankfurt, London Heathrow, Paris, Tokyo and other airports outside the U.S. are regulated by local slot authorities pursuant to the IATA Worldwide Scheduling Guidelines andand/or applicable local law. Termination of slot controls at some or all of the foregoing airports could affect our operational performance and competitive position. We currently have sufficient slots or analogous authorizations to operate our existing flights and we have generally, but not always, been able to obtain the rights to expand our operations and to change our schedules. However, there is no assurance that we will be able to obtain sufficient slots or analogous authorizations in the future or as to the cost of acquiring such rights because, among other reasons, such allocations are often sought after by other airlines and are subject to changes in governmental policies. We cannot provide any assurance that regulatory changes regarding the allocation of slots or similar regulatory authority will not have a material adverse impact on our operations.



Our ability to provide service can also be impaired at airports, such as ORD and LAX, where the airport gate and other facilities are inadequate to accommodate all of the service that we would like to provide, or airports such as Dallas Love Field Airport where we have no access to gates at all.

Any limitation on our ability to acquire or maintain adequate gates, ticketing facilities, operations areas, operations control facilities, slots (where applicable), or office space could have a material adverse effect on our business, results of operations and financial condition.

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.

A significant portion of our regional operations are conducted by third-party operators on our behalf, primarily under capacity purchase agreements. Due to our reliance on third parties to provide these essential services, we are subject to the risks of disruptions to their operations, which may result from many of the same risk factors disclosed in this report, such as the impact of adverse economic conditions, the inability of third parties to hire or retain necessary personnel, including in particular pilots, and other risk factors, such as anout-of-court or bankruptcy restructuring of any of our regional operators. Many of these third-party regional operators provide significant regional capacity that we would be unable to replace in a short period of time should that operator fail to perform its obligations to us. Volatility in fuel prices, disruptions to capital markets and adverse economic conditions in general have subjected certain of these third-party regional operators to significant financial pressures, which have ledin the past and may in the future lead to several bankruptcies among these operators. For example, one of our significant third-party operators of regional capacity, Republic Airways Holdings Inc. (Republic), commenced a Chapter 11 bankruptcy case on February 25, 2016. As part of Republic’s restructuring process and with bankruptcy court approval, we entered into an amendment to our contractual relationship with Republic that, among other things, provided for the reduction in the number of aircraft operated by Republic on our behalf to 76 E175 aircraft (a reduction of 20 E170 and nine E175 aircraft). In addition, we have reached a settlement with Republic that has resulted in the allowance of an unsecured claim on behalf of American in the amount of $250 million, to compensate us in part for losses and damages that we incurred under the existing contract with Republic, which is expected to be settled in the form of common stock of the restructured company. It is not possible, at this point, however, to quantify the value of a recovery on such claim. We may also experience disruption to our regional operations if we terminate the capacity purchase agreement with one or more of our current operators and transition the services to another provider. Any significant disruption to our regional operations would have a material adverse effect on our business, results of operations and financial condition.

In addition, our reliance upon others to provide essential services on behalf of our operations may result in our relative inability to control the efficiency and timeliness of contract services. We have entered into agreements with contractors to provide various facilities and services required for our operations, including distribution and sale of airline seat inventory, provision of information technology and services, regional operations, aircraft maintenance, ground services and facilities, reservations and baggage handling. Similar agreements may be entered into in any new markets we decide to serve. These agreements are generally subject to termination after notice by the third-party service provider. We are also at risk should one of these service providers cease operations, and there is no guarantee that we could replace these providers on a timely basis with comparably priced providers, or at all. Any material problems with the efficiency and timeliness of contract services, resulting from financial hardships or otherwise, could have a material adverse effect on our business, results of operations and financial condition.

The commercial relationships that we have with airlines, including any related equity investment, may not produce the returns or results we expect.
An important part of our strategy to expand our network has been to expand our commercial relationships with other airlines, such as global alliance, joint business and code share relationships, and, in one recent instance, make a significant equity investment in another airline in connection with initiating such a commercial relationship. We may explore similar non-controlling investments in, and joint ventures and strategic alliances with, other carriers as part of our global business strategy. We face competition in forming these commercial relationships since there are a limited number of potential arrangements and other airlines are looking to enter into similar relationships. Any such existing or future investment could involve significant challenges and risks, including that we may not realize a satisfactory return on our investment or that they may not generate the expected revenue synergies. These events could have a material adverse effect on our business, results of operations and financial condition.


We rely on third-party distribution channels and must manage effectively the costs, rights and functionality of these channels.

We rely on third-party distribution channels, including those provided by or through global distribution systems (GDSs) (e.g., Amadeus, Sabre and Travelport), conventional travel agents and online travel agents (OTAs) (e.g., Expedia, including its booking sites Orbitz and Travelocity, and The Priceline

Group), to distribute a significant portion of our airline tickets, and we expect in the future to continue to rely on these channels and hope to expand their ability to distribute and collect revenues for ancillary products (e.g., fees for selective seating). These distribution channels are more expensive and at present have less functionality in respect of ancillary product offerings than those we operate ourselves, such as our call centers and our website.website at www.aa.com. Certain of these distribution channels also effectively restrict the manner in which we distribute our products generally. To remain competitive, we will need to manage successfully our distribution costs and rights, increase our distribution flexibility and improve the functionality of third-partyour distribution channels, while maintaining an industry-competitive cost structure. These imperatives may affect our relationships with GDSs and OTAs, including as consolidation of OTAs continues or is proposed to continue. Further, as distribution technology changes we will need to continue to update our technology either by acquiring new technology from third parties, building the functionality ourselves, or a combination, which in any event will likely entail significant technological and require us to make significant investments in potential new distribution technologies.commercial risk and involve potentially material investments. Any inability to manage our third-party distribution costs, rights and functionality at a competitive level or any material diminishment or disruption in the distribution of our tickets could have a material adverse effect on our business, results of operations and financial condition.

Our business is subject to extensive government regulation, which may result in increases in our costs, disruptions to our operations, limits on our operating flexibility, reductions in the demand for air travel, and competitive disadvantages.

Airlines are subject to extensive domestic and international regulatory requirements. In the last several years, Congress has passed laws, and the DOT, the FAA, the TSA and the Department of Homeland Security have issued a number of directives and other regulations, that affect the airline industry. These requirements impose substantial costs on us and restrict the ways we may conduct our business.

For example, the FAA from time to time issues directives and other regulations relating to the maintenance and operation of aircraft that require significant expenditures or operational restrictions. These requirements can be issued with little or no notice, or can otherwise impact our ability to efficiently or fully utilize our aircraft. Additionally,The FAA also exercises comprehensive regulatory authority over nearly all technical aspects of our operations. Our failure to comply with such requirements has in the past and may in the future result in fines and other enforcement actions by the FAA or other regulators. In the future, any new regulatory requirements, particularly requirements that limit our ability to operate or price our products, could have a material adverse effect on us and the industry.

The DOT consumer rules that took effect in 2010 require procedures for customer handling during long onboard delays, further regulate airline interactions with passengers through the reservationsticketing process, at the airport, and onboard the aircraft, and require disclosures concerning airline fares and ancillary fees such as baggage fees. The DOT has been aggressively investigating alleged violations of these rules. Other DOT rules apply to post-ticket purchase price increases and an expansion of tarmac delay regulations to international airlines.

Further, Congress has proposed the FAIR Fees Act, which would direct the DOT to prescribe regulations prohibiting an air carrier from imposing change or cancellation fees that are unreasonable or disproportional to the costs incurred by the carrier, as well as establish standards for assessing whether all other fees are reasonable and proportional to the costs incurred by the air carrier.

The Aviation and Transportation Security Act mandates the federalization of certain airport security procedures and imposes additional security requirements on airports and airlines, most of which are funded by aper-ticket tax on passengers and a tax on airlines.

Present and potential future security requirements can have the effect of imposing costs and inconvenience on travelers, potentially reducing the demand for air travel.

The results of our operations, demand for air travel, and the manner in which we conduct business each may be affected by changes in law and future actions taken by governmental agencies, including:

changes in law whichthat affect the services that can be offered by airlines in particular markets and at particular airports, or the types of fees that can be charged to passengers;

the granting and timing of certain governmental approvals (including antitrust or foreign government approvals) needed for codesharing alliances, joint businesses and other arrangements with other airlines;

restrictions on competitive practices (for example, court orders, or agency regulations or orders, that would curtail an airline’s ability to respond to a competitor);

the adoption of new passenger security standards or regulations that impact customer service standards (for example, a “passenger bill of rights”);

standards;



restrictions on airport operations, such as restrictions on the use of slots at airports or the auction or reallocation of slot rights currently held by us; and

the adoption of more restrictive locally-imposed noise restrictions.

Each additional regulation or other form of regulatory oversight increases costs and adds greater complexity to airline operations and, in some cases, may reduce the demand for air travel. There can be no assurance that our compliance with new rules, anticipated rules or other forms of regulatory oversight will not have a material adverse effect on us.

Any significant reduction in air traffic capacity at and in the airspace serving key airports in the U.S. or overseas could have a material adverse effect on our business, results of operations and financial condition. In addition, the United States National Airspace System (the ATC system) is not successfully managingmodernizing to meet the growing demand for U.S. air travel. Air traffic controllers rely on outdated procedures and technologies that are routinely overwhelmed and compel airlines to fly inefficient routes or take significant delays on the ground. The ATC system’s inability to handlemanage existing travel demand has led government agencies to implement short-term capacity constraints during peak travel periods or adverse weather conditions in certain markets, resulting in delays and disruptions of air traffic. The outdated technologies also cause the ATC to be less resilient in the event of a failure. For example, an automation failure and an evacuation, in 20142015 and 2017, respectively, at the ATC systems in Chicago took weeks to recover following a fire in the ATC tower at ORD, whichWashington Air Route Control Center resulted in thousandscancellations and delays of cancelled flights.

Thehundreds of flights traversing the greater Washington, D.C. airspace.

In the early 2000s, the FAA has embarked on transforminga path to modernize the national airspace system, to includeincluding migration from the current radar-based air traffic controlATC system to aGPS-based system. This ATC modernization, generally referred to as “NextGen,” has been plagued by delays and cost overruns, and it remains uncertain when the full array of benefits expected from ATC modernization will be available to the public and the airlines. Failure to update the ATC system in a timely manner and the substantial funding requirements that may be imposed on airlines of a modernized ATC system may have a material adverse effect on our business. We support legislative efforts that would establish a nimblenot-for-profit entity better suited to manage the long-term investments in technology and provide a governance structure needed to successfully implement NextGen and improve the operation of the air traffic controlATC system.

Our operating authority in international markets is subject to aviation agreements between the U.S. and the respective countries or governmental authorities, such as the EU, and in some cases, fares and schedules require the approval of the DOT and/or the relevant foreign governments. Moreover, alliances with international carriers may be subject to the jurisdiction and regulations of various foreign agencies. Bilateral and multilateral agreements among the U.S. and various foreign governments of countries we serve are subject to periodic renegotiation. We currently operate a number of international routes under government arrangements that limit the number of airlines permitted to operate on the route, the capacity of the airlines providing services on the route, or the number of airlines allowed access to particular airports. If an open skies policy were to be adopted for any of these routes, such an event could have a material adverse impact on us and could result in the impairment of material amounts of our related tangible and intangible assets. In addition, competition from revenue-sharing joint ventures, JBAs, and other alliance arrangements by and among other airlines could impair the value of our business and assets on the open skies routes. For example, the open skies air services agreement between the U.S. and the EU, which took effect in March 2008,

provides airlines from the U.S. and EU member states open access to each other’s markets, with freedom of pricing and unlimited rights to fly from the U.S. to any airport in the EU, including LHR. As a result of the agreement, we face increased competition in these markets, including LHR. ChangesThe pending withdrawal of the United Kingdom from the EU, commonly referred to as Brexit, will mandate further modification in the current regulatory regime. Among other things, Brexit will likely require a transition arrangement or new air services agreement involving the U.S. and United Kingdom, and the United Kingdom and EU, to permit our current air services (including those involving our joint business and code share partners) to continue as we currently conduct them. More generally, changes in U.S. or foreign government aviation policies could result in the alteration or termination of such agreements, diminish the value of route authorities, slots or other assets located abroad, or otherwise adversely affect our international operations. The U.S. government has negotiated “open skies” agreements with many countries, which allow unrestricted route authority access between the U.S. and the foreign markets. While the U.S. has worked to increase the number of countries with which open skies agreements are in effect, a number of markets important to us, including China, do not have open skies agreements.



The airline industry is heavily taxed.

The airline industry is subject to extensive government fees and taxation that negatively impact our revenue and profitability. The U.S. airline industry is one of the most heavily taxed of all industries. These fees and taxes have grown significantly in the past decade for domestic flights, and various U.S. fees and taxes also are assessed on international flights. For example, as permitted by federal legislation, most major U.S. airports impose a passenger facility charge per passenger on us. In addition, the governments of foreign countries in which we operate impose on U.S. airlines, including us, various fees and taxes, and these assessments have been increasing in number and amount in recent years. Moreover, we are obligated to collect a federal excise tax, commonly referred to as the “ticket tax,” on domestic and international air transportation. We collect the excise tax, along with certain other U.S. and foreign taxes and user fees on air transportation (such as passenger security fees), and pass along the collected amounts to the appropriate governmental agencies. Although these taxes and fees are not operating expenses, they represent an additional cost to our customers. There are continuing efforts in Congress and in other countries to raise different portions of the various taxes, fees, and charges imposed on airlines and their passengers, and we may not be able to recover all of these charges from our customers. Increases in such taxes, fees and charges could negatively impact our business, results of operations and financial condition.

Under DOT regulations, all governmental taxes and fees must be included in the prices we quote or advertise to our customers. Due to the competitive revenue environment, many increases in these fees and taxes have been absorbed by the airline industry rather than being passed on to the customer. Further increases in fees and taxes may reduce demand for air travel, and thus our revenues.

Recent U.S. tax legislation may adversely affect our financial condition, results of operations and cash flows.
Recently enacted U.S. tax legislation has significantly changed the U.S. federal income taxation of U.S. corporations, including by reducing the U.S. corporate income tax rate, limiting interest deductions, permitting immediate expensing of certain capital expenditures, adopting elements of a territorial tax system, revising the rules governing net operating losses (NOLs) and the rules governing foreign tax credits and introducing new anti-base erosion provisions. Many of these changes are effective immediately, without any transition periods or grandfathering for existing transactions. The legislation is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementation regulations by the Treasury and Internal Revenue Service, any of which could materially affect the impacts of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. See Note 6 to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 4 to American’s Consolidated Financial Statements in Part II, Item 8B for additional information on income taxes.
While some of the changes made by the tax legislation may adversely affect us in one or more reporting periods and prospectively, other changes may be beneficial on a going forward basis. We continue to work with our tax advisors to determine the full impact of this legislation on us.
Changes to our business model that are designed to increase revenues may not be successful and may cause operational difficulties or decreased demand.

We have recently instituted, and intend to institute in the future, changes to our business model to increase revenues and offset costs. These measures include premium economy service, basic economy service and other low-cost fares, enhancements to our AAdvantage loyalty program, charging separately for services that had previously been included within the price of a ticket and increasing otherpre-existing fees. We may introduce additional initiatives in the future; however, as time goes on, we expect that it will be more difficult to identify and implement additional initiatives. We cannot assure you that these measures or any future initiatives will be successful in increasing our revenues. Additionally, the implementation of these initiatives may create logistical challenges that could harm the operational performance of our airline. Also, any new and increased fees might reduce the demand for air travel on our airline or across the industry in general, particularly if weakened economic conditions make our customers more sensitive to increased travel costs or provide a significant competitive advantage to other carriers that determine not to institute similar charges.

The loss of key personnel upon whom we depend to operate our business or the inability to attract additional qualified personnel could adversely affect our business.

We believe that our future success will depend in large part on our ability to retain or attract highly qualified management, technical and other personnel. We may not be successful in retaining key personnel or in attracting other highly qualified personnel. Any inability to retain or attract significant numbers of qualified management and other personnel would have a material adverse effect on our business, results of operations and financial condition.



We may be adversely affected by conflicts overseas or terrorist attacks; the travel industry continues to face ongoing security concerns.

Acts of terrorism or fear of such attacks, including elevated national threat warnings, wars or other military conflicts, may depress air travel, particularly on international routes, and cause declines in revenues and increases in costs. The attacks of September 11, 2001 and continuing terrorist threats, attacks and attempted attacks materially impacted and continue to impact air travel. Increased security procedures introduced at airports since the attacks of September 11, 2001 and any other such measures that may be introduced in the future generate higher operating costs for airlines. The Aviation and Transportation Security Act mandated improved flight deck security, deployment of federal air marshals on board flights, improved airport perimeter access security, airline crew security training, enhanced security screening of passengers, baggage, cargo, mail, employees and vendors, enhanced training and qualifications of security screening personnel, additional provision of passenger data to the U.S. Customs and Border Protection Agency and enhanced background checks. A concurrent increase in airport security charges and procedures, such as restrictions oncarry-on baggage, has also had and may continue to have a disproportionate impact on short-haul travel, which constitutes a significant portion of our flying and revenue. Implementation of and compliance with increasingly-complex security and customs requirements will continue to result in increased costs for us and our passengers, and have caused and likely will continue to cause periodic service disruptions and delays. We have at times found it necessary or desirable to make significant expenditures to comply with security-related requirements while seeking to reduce their impact on our customers, such as expenditures for automated security screening lines at airports. As a result of competitive pressure, and the need to improve security screening throughput to support the pace of our operations, it is unlikely that we will be able to capture all security-related costs through increased fares. In addition, we cannot forecast what new security requirements may be imposed in the future, or their impact on our business.

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 operate a global business with significant operations outside of the U.S. Our current international activities and prospects have been and in the future could be adversely affected by reversals or delays in the opening of foreign markets, increased competition in international markets, the performance of our alliance, joint business and codeshare partners in a given market, exchange controls or other restrictions on repatriation of funds, currency and political risks (including changes in exchange rates and currency devaluations), environmental regulation, increases in taxes and fees and changes in international government regulation of our operations, including the inability to obtain or retain needed route authorities and/or slots. In particular, fluctuations in foreign currencies, including devaluations, exchange controls and other restrictions on the repatriation of funds, have significantly affected and may continue to significantly affect our operating performance, liquidity and the value of any cash held outside the U.S. in local currency.

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, as well as any further delays, devaluations or imposition of more stringent repatriation restrictions, may materially adversely affect our business, results of operations and financial condition.

The United Kingdom held a referendum in June 2016 regarding its membership in the EU in which a majority of the United Kingdom electorate voted in favor of the British government taking the necessary action for the United Kingdom to leave the EU, commonly referred to as Brexit. In March 2017, the United Kingdom served notice of its decision to withdraw to the EU, formally initiating the withdrawal process. Serving this notice began the two-year period for the United Kingdom to negotiate the terms for its withdrawal from the EU. At this time, it is not certain what steps will need to be taken to facilitate the United Kingdom’s exit from the EU or the length of time, expected to be measured in years, that this may take. The referendum was advisory, and the terms of any withdrawal are subject to a negotiation period that could last at least two years after the government of the United Kingdom formally initiates a withdrawal process.EU. The implications of the United Kingdom withdrawing from the EU are similarly unclear at present because it is unclear what relationship the United Kingdom will have with the EU after withdrawal. We face risks associated with the uncertainty following the referendum and the consequences that may flow from the decision to exit the EU.EU, notably given the extent of our passenger and cargo traffic and that of our joint business partners that flows through LHR in the United Kingdom. Among other things, Brexit will likely require a transition arrangement or new air services agreement involving the U.S. and United Kingdom, and the United Kingdom and EU, to permit our current air services (including those involving our joint business and code share partners) to continue as we currently conduct them. Moreover, the exit of the United Kingdom from the EU could adversely affect European or worldwide economic or market conditions and could contribute to further instability in global financial markets. In addition, the exit of the United Kingdom from the EU has created uncertainty as to the future trade relationship between the EU and the United Kingdom, including as to air traffic services. The exit of the United Kingdom could also lead to legal and regulatory uncertainty and potentially divergent treaties, laws and regulations as the United Kingdom determines which EU treaties, laws and regulations to replace or replicate, including those governing


aviation, labor, environmental, data protection/privacy, competition and other matters applicable to the provision of air transportation services by us or our alliance, joint business or codeshare partners. The impact on our business of any treaties, laws and regulations that replace the existing EU counterparts cannot be predicted. Any of these effects, and others we cannot anticipate, could materially adversely affect our business, results of operations and financial condition.

We are subject to many forms of environmental and noise regulation and may incur substantial costs as a result.

We are subject to increasingly stringent federal, state, local and foreign laws, regulations and ordinances relating to the protection of the environment and noise reduction, including those relating to emissions to the air, discharges to surface and subsurface waters, safe drinking water, and the management of hazardous substances, oils and waste materials. Compliance with environmental laws and regulations can require significant expenditures, and violations can lead to significant fines and penalties.

We are also subject to other environmental laws and regulations, including those that require us to investigate and remediate soil or groundwater to meet certain remediation standards. Under federal law, generators of waste materials, and current and former owners or operators of facilities, can be subject to liability for investigation and remediation costs at locations that have been identified as requiring response actions. Liability under these laws may be strict, joint and several, meaning that we could be liable for the costs of cleaning up environmental contamination regardless of fault or the amount of waste directly attributable to us. We have liability for investigation and remediation costs at various sites, although such costs currently are not expected to have a material adverse effect on our business.

We have various leases and agreements with respect to real property, tanks and pipelines with airports and other operators. Under these leases and agreements, we have agreed to indemnify the lessor or operator against environmental liabilities associated with the real property or operations described under the agreement, in some cases even if we are not the party responsible for the initial event that caused the environmental damage. We also participate in leases with other airlines in fuel consortiums and fuel committees at airports, where such indemnities are generally joint and several among the participating airlines.

Governmental authorities in several U.S. and foreign cities are also considering, or have already implemented, aircraft noise reduction programs, including the imposition of nighttime curfews and limitations on daytime take offs and landings. We have been able to accommodate local noise restrictions imposed to date, but our operations could be adversely affected if locally-imposed regulations become more restrictive or widespread.

We are subject to risks associated with climate change, including increased regulation to reduce emissions of greenhouse gases.

There is increasing global regulatory focus on climate change and GHG emissions. For example, in October 2016, ICAO passed a resolution adopting the ICAO CORSIA, which is a global, market-based emissions offset program to encourage carbon-neutral growth beyond 2020. The CORSIA was supported by the board of Airlines Forfor America (the principal U.S. airline trade association) and IATA (the principal international airline trade association), and by American and many other U.S. and foreign airlines. The CORSIA will increase operating costs for American and most other airlines, including other U.S. airlines that operate internationally, but the implementation of a global program, as compared to regional emission reduction schemes, should help to ensure that these costs will be more predictable and more evenly applied to American and its competitors.competitors since there will be a common global regulatory regime. The CORSIA is expected to be implemented in phases, beginning in 2021. Certain details still need to be developed and the impact of the CORSIA cannot be fully predicted. While we do not anticipate any significant emissions allowance expenditures in 2017,2018, compliance with the CORSIA or similar emissions-related requirements could significantly increase our operating costs beyond 2017.2018. Further, the potential impact of the CORSIA or other emissions-related requirements on our costs will ultimately depend on a number of factors, including baseline emissions, the price of emission allowances or offsets and the number of future flights subject to such emissions-related requirements. These costs have not been completely defined and could fluctuate.

In addition, in December 2015, at the 21st Conference of the Parties to the United Nations Framework Convention on Climate Change, (UNFCCC’s COP21), over 190 countries, including the United States, reached an agreement (the Paris Agreement) to reduce global greenhouse gasGHG emissions. While the United States has since announced that it will withdraw from the Paris Agreement and there is no express reference to aviation in this internationalthat agreement, to the extent the United States and other countries implement thisthat agreement or impose other climate change regulations, either with respect to the aviation industry or with respect to related industries such as the aviation fuel industry, it could have an adverse direct or indirect effect on our business.

The

In 2018, the EPA recently issued an endangerment finding that aircraft engine GHG emissions cause or contributeis expected to air pollution that may reasonably be anticipated to endanger public health or welfare, which isfinalize a precursor to EPA regulation ofrule implementing aircraft engine GHG emission standards. It is anticipated that any such standards established by the EPA wouldrule will closely align with emission standards currently being developed by ICAO. In February 2016, therecent ICAO Committee on Aviation Environmental Protection recommended that ICAO adopt carbon dioxide certificationemission standards. The new standards, thatwhich were supported


by the airline industry and manufacturers, would apply to new type aircraft certified beginning in 2020, and would be phased in for newly manufactured existing aircraft type designs starting in 2023.

In addition, several states have adopted or are considering initiatives to regulate emissions of GHGs, primarily through the planned development of GHG emissions inventories and/or regional GHG cap and trade programs. Depending on the scope of such regulation, certain of our facilities and operations, or the operations of our suppliers, may be subject to additional operating and other permit requirements, likely resulting in increased operating costs.

These regulatory efforts, both internationally and in the U.S. at the federal and state levels, are still developing, and we cannot yet determine what the final regulatory programs or their impact will be in

the U.S., the EU or in other areas in which we do business. However, such climate change-related regulatory activity in the future may adversely affect our business and financial results by requiring us to reduce our emissions, purchase allowances or otherwise pay for our emissions. Such activity may also impact us indirectly by increasing our operating costs, including fuel costs.

We rely heavily on technology and automated systems to operate our business, and any failure of these technologies or systems could harm our business, results of operations and financial condition.

We are highly dependent on technology and automated systems to operate our business. These technologies and systems include our computerized airline reservation system, flight operations systems, financial planning, management and accounting systems, telecommunications systems, website, maintenance systems andcheck-in kiosks. In order for our operations to work efficiently, our website and reservation system must be able to accommodate a high volume of traffic, maintain secure information and deliver flight information, as well as issue electronic tickets and process critical financial information in a timely manner. Substantially all of our tickets are issued to passengers as electronic tickets. We depend on our reservation system, which is hosted and maintained under a long-term contract by a third-party service provider, to be able to issue, track and accept these electronic tickets. If our automated systems are not functioning or if our third-party service providers were to fail to adequately provide technical support, system maintenance or timely software upgrades for any one of our key existing systems, we could experience service disruptions or delays, which could harm our business and result in the loss of important data, increase our expenses and decrease our revenues. In the event that one or more of our primary technology or systems vendors goes into bankruptcy, ceases operations or fails to perform as promised, replacement services may not be readily available on a timely basis, at competitive rates or at all, and any transition time to a new system may be significant.

Our automated systems cannot be completely protected against other events that are beyond our control, including natural disasters, power failures, terrorist attacks, cyber-attacks, data theft, equipment and software failures, computer viruses or telecommunications failures. Substantial or sustained system failures could cause service delays or failures and result in our customers purchasing tickets from other airlines. We cannot assure you that our security measures, change control procedures or disaster recovery plans are adequate to prevent disruptions or delays. Disruption in or changes to these systems could result in a disruption to our business and the loss of important data. Any of the foregoing could result in a material adverse effect on our business, results of operations and financial condition.

We face challenges in integrating our computer, communications and other technology systems.

Among the principal risks of integrating our businesses and operations are the risks relating to integrating various computer, communications and other technology systems that will be necessary to operate US Airways and American as a single airline and to achieve cost synergies by eliminating redundancies in the businesses. While we have to date successfully integrated several of our systems, including our customer reservations system and our pilot and fleet scheduling system, we still have to complete several additional important system integration projects. The integration of these systems in a number of prior airline mergers has taken longer, been more disruptive and cost more than originally forecast. The implementation process to integrate these various systems will involve a number of risks that could adversely impact our business, results of operations and financial condition. New systems will replace multiple legacy systems and the related implementation will be a complex and time-consuming project involving substantial expenditures for implementation consultants, system hardware, software and implementation activities, as well as the transformation of business and financial processes.

We cannot assure you that our security measures, change control procedures or disaster recovery plans will be adequate to prevent disruptions or delays in connection with systems integration or replacement. Disruptions in or changes to these systems could result in a disruption to our business and the loss of important data. Any of the foregoing could result in a material adverse effect on our business, results of operations and financial condition.

We rely heavily on technology and automated systems to operate our business, and any failure of these technologies or systems could harm our business, results of operations and financial condition.
We are highly dependent on existing and emerging technology and automated systems to operate our business. These technologies and systems include our computerized airline reservation system, flight operations systems, financial planning, management and accounting systems, telecommunications systems, website, maintenance systems and check-in kiosks. In order for our operations to work efficiently, our website and reservation system must be able to accommodate a high volume of traffic, maintain secure information and deliver flight information, as well as issue electronic tickets and process critical financial information in a timely manner. Substantially all of our tickets are issued to passengers as electronic tickets. We depend on our reservation system, which is hosted and maintained under a long-term contract by a third-party service provider, to be able to issue, track and accept these electronic tickets. If our technologies or automated systems are not functioning or if our third-party service providers were to fail to adequately provide technical support, system maintenance or timely software upgrades for any one of our key existing systems, we could experience service disruptions or delays, which could harm our business and result in the loss of important data, increase our expenses and decrease our revenues. In the event that one or more of our primary technology or systems vendors goes into bankruptcy, ceases operations or fails to perform as promised, replacement services may not be readily available on a timely basis, at competitive rates or at all, and any transition time to a new system may be significant.
Our technologies and automated systems cannot be completely protected against events that are beyond our control, including natural disasters, power failures, terrorist attacks, cyber-attacks, data theft, equipment and software failures, computer viruses or telecommunications failures. Substantial or sustained system failures could cause service delays or failures and result in our customers purchasing tickets from other airlines. We cannot assure you that our security measures, change control procedures or disaster recovery plans are adequate to prevent disruptions or delays. Disruption in or changes to these technologies or systems could result in a disruption to our business and the loss of important data. Any of the foregoing could result in a material adverse effect on our business, results of operations and financial condition.


We are at risk of losses and adverse publicity stemming from any accidentpublic incident involving our company, our people or our brand, including any accident or other public incident involving our personnel or aircraft, or the personnel or aircraft of our regional, codeshare or codesharejoint business operators.

If

In a modern world where news can be captured and travel rapidly, we are at risk of adverse publicity stemming from any public incident involving our company, our people or our brand. Such an incident could involve the alleged behavior of any of our more than 100,000 employees. Further, if our personnel or one of our aircraft, or personnel of, or an aircraft that is operated under our brand by, one of our regional operators or an aircraft that is operated by an airline with which we have a marketing alliance, joint business or codeshare relationship, were to be involved in ana public incident, accident incident or catastrophe, we could be exposed to significant tortreputational harm and potential legal liability. The insurance we carry may be inapplicable or inadequate to cover damages arising from any future accidents may be inadequate.such incident, accident or catastrophe. In the event that our insurance is inapplicable or not adequate, we may be forced to bear substantial losses from an incident or accident. In addition, any such incident, accident incident or catastrophe involving anour personnel or one of our aircraft operated by us, operated under our brand by one(or personnel and aircraft of our regional operators or operated by one ofand our codeshare partnerspartners) could create aan adverse public perception, that our aircraft or those of our regional operators or codeshare partners are not safe or reliable, which could harm our reputation, result in air travelers being reluctant to fly on our aircraft or those of our regional operators or codeshare partners, and adversely impact our business, results of operations and financial condition.

Delays in scheduled aircraft deliveries or other loss of anticipated fleet capacity, and failure of new aircraft to perform as expected, may adversely impact our business, results of operations and financial condition.

The success of our business depends on, among other things, effectively managing the number and types of aircraft we operate. In many cases, the aircraft we intend to operate are not yet in our fleet, but we have contractual commitments to purchase or lease them. If for any reason we wereare unable to accept or secure deliveries of new aircraft on contractually scheduled delivery dates, this could have a negative impact on our business, results of operations and financial condition. Our failure to integrate newly purchased aircraft into our fleet as planned might require us to seek extensions of the terms for some leased aircraft or otherwise delay the exit of certain aircraft from our fleet. Such unanticipated extensions or delays may require us to operate existing aircraft beyond the point at which it is economically optimal to retire them, resulting in increased maintenance costs. If new aircraft orders are not filled on a timely basis, we could face higher operating costs than planned. In addition, if the aircraft we receive do not meet expected performance or quality standards, including with respect to fuel efficiency and reliability, our business, results of operations and financial condition could be adversely impacted.

We depend on a limited number of suppliers for aircraft, aircraft engines and parts.

We depend on a limited number of suppliers for aircraft, aircraft engines and many aircraft and engine parts. AsThese suppliers continue to consolidate as evidenced by the pending United Technologies acquisition of Rockwell Collins, the pending transaction involving Airbus and Bombardier and the public reports of a result,possible transaction involving Boeing and Embraer. Due to the limited number of these suppliers, we are vulnerable to any problems associated with the performance of their obligation to supply of thosekey aircraft, parts and engines, including design defects, mechanical problems, contractual performance by the suppliers, or adverse perception by the public that would result in customer avoidance or in actions by the FAA resulting in an inability to operate our aircraft.

Our business has been and will continue to be affected by many changing economic and other conditions beyond our control, including global events that affect travel behavior, and our results of operations could be volatile and fluctuate due to seasonality.

Our business, results of operations and financial condition have been and will continue to be affected by many changing economic and other conditions beyond our control, including, among others:

actual or potential changes in international, national, regional and local economic, business and financial conditions, including recession, inflation, higher interest rates, wars, terrorist attacks and political instability;

changes in consumer preferences, perceptions, spending patterns and demographic trends;

changes in the competitive environment due to industry consolidation, changes in airline alliance affiliations, and other factors;

actual or potential disruptions to the ATC systems;

increases in costs of safety, security, and environmental measures;

outbreaks of diseases that affect travel behavior; and

weather and natural disasters.



In particular, an outbreak of a contagious disease such as the Ebola virus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu, Zika virus or any other similar illness, if it were to become associated with air travel or persist for an extended period, could materially affect the airline industry and us by reducing revenues and adversely impacting our operations and passengers’ travel behavior. As a result of these or other conditions beyond our control, our results of operations could be volatile and subject to rapid and unexpected change. In addition, due to generally weaker demand for air travel during the winter, our revenues in the first and fourth quarters of the year could be weaker than revenues in the second and third quarters of the year.

A higher than normal number of pilot retirements, more stringent duty time regulations, increased flight hour requirements for commercial airline pilots, reductions in the number of military pilots entering the commercial workforce and other factors have caused a shortage of pilots whichthat could materially adversely affect our business.

We currently have a higher than normal number of pilots eligible for retirement. Among other things, the extension of pilot careers facilitated by the FAA’s 2007 modification of the mandatory retirement age from age 60 to age 65 has now been fully implemented, resulting in largeLarge numbers of pilots in the industry are approaching the revisedFAA’s mandatory retirement age.age of 65. Further, in July 2013, the FAA issued regulations that increased the flight hours required for pilots working for airlines certificated under Part 121 of the Federal Aviation Regulations. In addition, on January 4, 2014, more stringent pilot flight and duty time requirements under Part 117 of the Federal Aviation Regulations took effect. These and other factors, including reductions in the number of military pilots being trained by the U.S. armed forces and available as commercial pilots upon their retirement from military service, have contributed to a shortage of qualified, entry-level pilots and increased compensation costs, particularly for our regional subsidiaries and our other regional partners who are being required by market conditions to pay significantly increased wages and large signing bonuses to their pilots in an attempt to achieve desired staffing levels. The foregoing factors have also led to increased competition from large, mainline carriers attempting to hire pilots to replace retiring pilots.meet their hiring needs. We believe that this industry-wide pilot shortage is becoming an increasing problem for airlines in the United States. Our regional partners have recently been unable to hire adequate numbers of pilots to meet their needs, resulting in a reduction in the number of flights offered, disruptions, increased costs of operations, financial difficulties and other adverse effects, and these circumstances may become more severe in the future and thereby cause a material adverse effect on our business.

Increases in insurance costs or reductions in insurance coverage may adversely impact our operations and financial results.

The terrorist attacks of September 11, 2001 led to a significant increase in insurance premiums and a decrease in the insurance coverage available to commercial air carriers. Accordingly, our insurance costs increased significantly, and our ability to continue to obtain insurance even at current prices remains uncertain. If we are unable to maintain adequate insurance coverage, our business could be materially and adversely affected. Additionally, severe disruptions in the domestic and global financial markets could adversely impact the claims paying ability of some insurers. Future downgrades in the ratings of enough insurers could adversely impact both the availability of appropriate insurance coverage and its cost. Because of competitive pressures in our industry, our ability to pass along additional insurance costs to passengers is limited. As a result, further increases in insurance costs or reductions in available insurance coverage could have an adverse impact on our financial results.

We may be a party to litigation in the normal course of business or otherwise, which could affect our financial position and liquidity.

From time to time, we are a party to or otherwise involved in legal proceedings, claims and government inspections or investigations and other legal matters, both inside and outside the United States, arising in the ordinary course of our business or otherwise. We are currently involved in various legal proceedings and claims that have not yet been fully resolved, and additional claims may arise in the future. 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. Litigation is subject to significant uncertainty and may be expensive, time-consuming, and disruptive to our operations. Although we will vigorously defend ourselves in such legal proceedings, their ultimate resolution and potential financial and other impacts on us are uncertain. For these and other reasons, we may choose to settle legal proceedings and claims, regardless of their actual merit. If a legal proceeding is resolved against us, it could result in significant compensatory damages, and in certain circumstances punitive or trebled damages, disgorgement of revenue or profits, remedial corporate measures or injunctive relief imposed on us. If our existing insurance does not cover the amount or types of damages awarded, or if other resolution or actions taken as a result of the legal proceeding were to restrain our ability to operate or market our services, our consolidated financial position, results of operations or cash flows could be materially adversely affected. In addition, legal proceedings, and any adverse resolution thereof, can result in adverse publicity and damage to our reputation, which could adversely impact our business. Additional information regarding certain legal matters in which we are involved can be found in Part I, Item 3. Legal Proceedings.



Our ability to utilize our NOL Carryforwards may be limited.

Under the Internal Revenue Code of 1986, as amended (the Code), a corporation is generally allowed a deduction for net operating losses (NOLs)NOLs carried over from prior taxable years (NOL Carryforwards). As of December 31, 2016,2017, we had available NOL Carryforwards of approximately $10.5$10.0 billion for regular federal income tax purposes whichthat will expire, if unused, beginning in 2022, and approximately $3.7$3.4 billion for state income tax purposes whichthat will expire, if unused, between 20172018 and 2036.2037. Our NOL Carryforwards are subject to adjustment on audit by the Internal Revenue Service and the respective state taxing authorities.

A corporation’s ability to deduct its federal NOL Carryforwards and to utilize certain other available tax attributes can be substantially constrained under the general annual limitation rules of Section 382 of the Code (Section 382) if it undergoes an “ownership change” as defined in Section 382 (generally where cumulative stock ownership changes among material stockholders exceed 50 percent during a rolling three-year period). We experienced an ownership change in connection with our emergence

from the Chapter 11 Cases and US Airways Group experienced an ownership change in connection with the Merger. The general limitation rules for a debtor in a bankruptcy case are liberalized where the ownership change occurs upon emergence from bankruptcy. We elected to be covered by certain special rules for federal income tax purposes that permitted approximately $9.0 billion (with $8.9$8.4 billion of unlimited NOL still remaining at December 31, 2016)2017) of our federal NOL Carryforwards to be utilized without regard to the annual limitation generally imposed by Section 382. If the special rules are determined not to apply, our ability to utilize such federal NOL Carryforwards may be subject to limitation. Substantially all of our remaining federal NOL Carryforwards (attributable to US Airways Group and its subsidiaries) are subject to limitation under Section 382 as a result of the Merger; however, our ability to utilize such NOL Carryforwards is not anticipated to be effectively constrained as a result of such limitation. Similar limitations may apply for state income tax purposes.

Notwithstanding the foregoing, an ownership change subsequent to our emergence from the Chapter 11 Cases may severely limit or effectively eliminate our ability to utilize our NOL Carryforwards and other tax attributes. To reduce the risk of a potential adverse effect on our ability to utilize our NOL Carryforwards, our Restated Certificate of Incorporation (Certificate of Incorporation) contains transfer restrictions applicable to certain substantial stockholders. These restrictions may adversely affect the ability of certain holders of AAG common stock to dispose of or acquire shares of AAG common stock. Although the purpose of these transfer restrictions is to prevent an ownership change from occurring, no assurance can be given that an ownership change will not occur even with these restrictions in place.

Our ability to use our NOL Carryforwards also will depend on the amount of taxable income generated in future periods. The NOL Carryforwards may expire before we can generate sufficient taxable income to use them.

We have a significant amount of goodwill, which is assessed for impairment at least annually. In addition, we may never realize the full value of our intangible assets or long-lived assets, causing us to record material impairment charges.

Goodwill isand indefinite-lived intangible assets are not amortized, but isare assessed for impairment at least annually. In accordance with applicable accounting standards, we are required to assess our indefinite-lived intangible assets for impairment on an annual basis,annually, or more frequently if conditions indicate that an impairment may have occurred. In accordance with applicable accounting standards, we first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. In addition, we are required to assess certain of our other long-lived assets for impairment if conditions indicate that an impairment may have occurred.

Future impairment of goodwill or other long-lived assets could be recorded in results of operations as a result of changes in assumptions, estimates, or circumstances, some of which are beyond our control. There can be no assurance that a material impairment charge of goodwill or tangible or intangible assets will be avoided. The value of our aircraft could be impacted in future periods by changes in supply and demand for these aircraft. Such changes in supply and demand for certain aircraft types could result from grounding of aircraft by us or other airlines. An impairment charge could have a material adverse effect on our business, results of operations and financial condition.

The price of AAG common stock has recently been and may in the future be volatile.

The market price of AAG common stock may fluctuate substantially due to a variety of factors, many of which are beyond our control, including:

AAG’s operating and financial results failing to meet the expectations of securities analysts or investors;

changes in financial estimates or recommendations by securities analysts;

material announcements by us or our competitors;



movements in fuel prices;

expectations regarding our capital deployment program, including ourany existing or potential future share repurchase programprograms and any future dividend payments that may be declared by our Board of Directors;

Directors, or any determination to cease repurchasing stock or paying dividends;

new regulatory pronouncements and changes in regulatory guidelines;

general and industry-specific economic conditions;

the success or failure of AAG’s integration efforts;

changes in our key personnel;

distributions of shares of AAG common stock pursuant to the Plan, including distributions from the disputed claims reserve established under the plan of reorganization upon the resolution of the underlying claims;

public sales of a substantial number of shares of AAG common stock or issuances of AAG common stock upon the exercise or conversion of convertible securities, options, warrants, restricted stock unit awards, stock appreciation rights, or similar rights;

increases or decreases in reported holdings by insiders or other significant stockholders;

fluctuations in trading volume; and

changes in market values of airline companies as well as general market conditions.

We cannot guarantee that we will continue to repurchase our common stock pursuant to our share repurchase programs or continue to pay dividends on our common stock or that our capital deployment program will enhance long-term stockholder value. Our capital deployment program could increase the volatility of the price of our common stock and diminish our cash reserves.

Since July 2014, and through December 31, 2016, as part of our capital deployment program, we expended an aggregate of $9.0 billion to repurchase shares of our common stock under several share repurchase programs approved by our Board of Directors and in Januaryhas approved six share repurchase programs aggregating $11.0 billion of authority. As of December 31, 2017, our Board of Directors authorized$450 million remained unused under a new $2.0 billion share repurchase program that expires on December 31, 2018. Share repurchases under our share repurchase programs may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades or accelerated share repurchase transactions. These share repurchase programs do not obligate us to acquire any specific number of shares or to repurchase any specific number of shares for any fixed period, and may be suspended at any time at our discretion. The timing and amount of repurchases, if any, will be subject to market and economic conditions, applicable legal requirements and other relevant factors. TheOur repurchase programsof common stock may be limited, suspended or discontinued at any time without prior notice.

Although our Board of Directors commenced declaring quarterly cash dividends in July 2014 as part of our capital deployment program, any future dividends that may be declared and paid from time to time will be subject to market and economic conditions, applicable legal requirements and other relevant factors. We are not obligated to continue a dividend for any fixed period, and the payment of dividends may be suspended at any time at our discretion. We will continue to retain future earnings to develop our business, as opportunities arise, and evaluate on a quarterly basis the amount and timing of future dividends based on our operating results, financial condition, capital requirements and general business conditions. The amount and timing of any future dividends may vary, and the payment of any dividend does not assure that we will be able to pay dividends in the future.

In addition, any future repurchases of AAG common stock pursuantor dividends, or any determination to our share repurchase programs and any futurecease repurchasing stock or paying dividends, could affect our stock price and increase its volatility. The existence of a share

repurchase program and any future dividends could cause our stock price to be higher than it would otherwise be and could potentially reduce the market liquidity for our stock. Additionally, our share repurchase programs and any future repurchases of common stock or dividends will diminish our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities and acquisitions. Further, our share repurchase programsof common stock may fluctuate such that our cash flow may be insufficient to fully cover our share repurchases. Although our share repurchase programs are intended to enhance long-term stockholder value, there is no assurance that it will do so because the market price of our common stock may decline below the levels at which we repurchased shares of stock and short-term stock price fluctuations could reduce the program’s effectiveness.



Certain provisions of AAG’s Certificate of Incorporation and Bylaws make it difficult for stockholders to change the composition of our Board of Directors and may discourage takeover attempts that some of our stockholders might consider beneficial.

Certain provisions of our Certificate of Incorporation and Second Amended and Restated Bylaws (Bylaws) may have the effect of delaying or preventing changes in control if our Board of Directors determines that such changes in control are not in our best interest and the best interest of our stockholders. These provisions include, among other things, the following:

advance notice procedures for stockholder proposals to be considered at stockholders’ meetings;

the ability of our Board of Directors to fill vacancies on the board;

a prohibition against stockholders taking action by written consent;

a prohibition against stockholders calling special meetings of stockholders;

stockholders (although our Board of Directors has approved, subject to stockholder approval at the annual meeting, amendments to our Certificate of Incorporation and Bylaws that contemplate the ability of holders of at least 20% of our outstanding shares to call a special meeting, subject to the procedures to be provided for in the amended Bylaws);

a requirement that holders of at least 80% of the voting power of the shares entitled to vote in the election of directors approve any amendment of our Bylaws submitted to stockholders for approval; and

super-majority voting requirements to modify or amend specified provisions of our Certificate of Incorporation.

These provisions are not intended to prevent a takeover, but are intended to protect and maximize the value of the interests of our stockholders. While these provisions have the effect of encouraging persons seeking to acquire control of our company to negotiate with our Board of Directors, they could enable our Board of Directors to prevent a transaction that some, or a majority, of our stockholders might believe to be in their best interest and, in that case, may prevent or discourage attempts to remove and replace incumbent directors. In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, which prohibits business combinations with interested stockholders. Interested stockholders do not include stockholders whose acquisition of our securities is approved by the Board of Directors prior to the investment under Section 203.

AAG’s Certificate of Incorporation and Bylaws include provisions that limit voting and acquisition and disposition of our equity interests.

Our Certificate of Incorporation and Bylaws include certain provisions that limit voting and ownership and disposition of our equity interests. These restrictions may adversely affect the ability of certain holders of AAG common stock and our other equity interests to vote such interests and adversely affect the ability of persons to acquire shares of AAG common stock and our other equity interests.

ITEM 1B. UNRESOLVED STAFF COMMENTS

The Company

We had no unresolved Securities and Exchange Commission staff comments atthat were issued 180 days or more preceding December 31, 2016.

2017.



ITEM 2. PROPERTIES

Flight Equipment and Fleet Renewal

As of December 31, 2016,2017, American operated a mainline fleet of 930948 aircraft. In 2016,2017, we continued our extensive fleet renewal program, which has provided us with the youngest fleet of the major U.S. network carriers. During 2016,2017, American took delivery of 5557 new mainline aircraft and retired 7139 mainline aircraft. We are supported by our wholly-owned and third-party regional carriers that fly under capacity purchase agreements operating as American Eagle. As of December 31, 2016,2017, American Eagle operated 606597 regional aircraft. During 2016,2017, we increasedreduced our regional fleet by 61a net of nine aircraft, including the addition of 63 regional aircraft we removed and placed in temporary storage one Embraer ERJ 140 aircraft and retired 41 otherretirement of 72 regional aircraft.

Mainline

As of December 31, 2016,2017, American’s mainline fleet consisted of the following aircraft:

   Average  Seating
Capacity
   Average
Age
(Years)
   Owned   Leased   Total 

Airbus A319

   128     12.8     19     106     125  

Airbus A320

   150     15.5     10     41     51  

Airbus A321

   178     4.9     153     46     199  

AirbusA330-200

   258     5.0     15          15  

AirbusA330-300

   291     16.4     4     5     9  

Boeing737-800

   160     7.7     123     161     284  

Boeing757-200

   179     17.9     39     12     51  

Boeing767-300ER

   211     19.5     28     3     31  

Boeing777-200ER

   263     16.0     44     3     47  

Boeing777-300ER

   310     2.8     18     2     20  

Boeing787-8

   226     1.3     17          17  

Boeing787-9

   285     0.2     4          4  

Embraer 190

   99     9.2     20          20  

McDonnell DouglasMD-80

   140     22.0     25     32     57  
    

 

 

   

 

 

   

 

 

   

 

 

 

Total

     10.3     519     411     930  
    

 

 

   

 

 

   

 

 

   

 

 

 

 
Average  Seating
Capacity
 
Average
Age
(Years)
��Owned Leased Total
Airbus A319128
 13.8
 21
 104
 125
Airbus A320150
 16.7
 10
 38
 48
Airbus A321178
 5.4
 165
 54
 219
Airbus A330-200251
 6.0
 15
 
 15
Airbus A330-300291
 17.4
 4
 5
 9
Boeing 737-800160
 8.1
 132
 172
 304
Boeing 737-8 MAX172
 0.1
 4
 
 4
Boeing 757-200180
 18.1
 31
 3
 34
Boeing 767-300ER209
 19.1
 24
 
 24
Boeing 777-200ER269
 17.0
 44
 3
 47
Boeing 777-300ER310
 3.8
 18
 2
 20
Boeing 787-8226
 2.1
 20
 
 20
Boeing 787-9285
 0.7
 14
 
 14
Embraer 19099
 10.2
 20
 
 20
McDonnell Douglas MD-80140
 21.3
 13
 32
 45
Total  10.1
 535
 413
 948


Regional
Regional

As of December 31, 2016,2017, the fleet of our wholly-owned and third-party regional carriers operating as American Eagle consisted of the following aircraft:

   Average  Seating
Capacity
   Owned   Leased   Owned or
Leased  by
Regional
Carrier
   Total   Operating Regional
Carrier
   Number of
Aircraft
Operated
 

Bombardier CRJ 200

   50     12     23     85     120     

 

 

Air Wisconsin

PSA

ExpressJet

  

  

  

   

 

 

65

35

11

  

  

  

             SkyWest     9  
              

 

 

 
             Total     120  

Bombardier CRJ 700

   66     54     7     18     79     

 

Envoy

PSA

  

  

   

 

35

26

  

  

             SkyWest     18  
              

 

 

 
             Total     79  

Bombardier CRJ 900

   77     54          64     118     

 

Mesa

PSA

  

  

   

 

64

54

  

  

              

 

 

 
             Total     118  

De HavillandDash 8-100

   37     23               23     Piedmont     23  

De HavillandDash 8-300

   48          11          11     Piedmont     11  

Embraer ERJ 175

   77     48          76     124     

 

Republic

Envoy

  

  

   

 

76

28

  

  

             Compass     20  
              

 

 

 
             Total     124  

Embraer ERJ 140(1)

   44     13               13     Envoy     13  

Embraer ERJ 145

   50     118               118     

 

 

 

Envoy

Trans States

ExpressJet

Piedmont

  

  

  

  

   

 

 

 

77

15

14

12

  

  

  

  

              

 

 

 
             Total     118  
    

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Total

     322     41     243     606       606  
    

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

 
Average  Seating
Capacity
 Owned Leased 
Owned or
Leased by
Regional
Carrier
 Total 
Operating Regional
Carrier
 
Number of
Aircraft
Operated (1)
Bombardier CRJ 20050
 12
 23
 33
 68
 PSA 35
           
Air Wisconsin (2)
 23
           SkyWest 10
           Total 68
              
Bombardier CRJ 70066
 54
 7
 49
 110
 SkyWest 37
           PSA 34
           Envoy 27
           ExpressJet 12
           Total 110
              
Bombardier CRJ 90077
 54
 
 64
 118
 Mesa 64
           PSA 54
           Total 118
              
De Havilland Dash 8-10037
 3
 
 
 3
 Piedmont 3
              
De Havilland Dash 8-30048
 
 11
 
 11
 Piedmont 11
              
Embraer E17576
 64
 
 84
 148
 Republic 84
           Envoy 44
           Compass 20
           Total 148
              
Embraer ERJ 14044
 21
 
 
 21
 Envoy 21
              
Embraer ERJ 14550
 118
 
 
 118
 Envoy 68
           Piedmont 35
           Trans States 15
           Total 118
Total  326
 41
 230
 597
   597
(1) 

Excluded from the total operating aircraft count above are 4638 owned Embraer ERJ 140s that are being held in temporary storage.

storage and two Embraer E170s that were operated by Republic under a short-term contract.

(2)
Air Wisconsin previously operated regional jet aircraft for us; however, this arrangement ended in February 2018.

See Note 11 to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 9 to American’s Consolidated Financial Statements in Part II, Item 8B for additional information on our capacity purchase agreements with third-party regional carriers.



Aircraft and Engine Purchase Commitments

As of December 31, 2016,2017, we had definitive purchase agreements with Airbus, Boeing and Embraer for the acquisition of the following mainline and regional aircraft:

   2017   2018   2019   2020   2021   2022 and
Thereafter
   Total 

Airbus

              

A320 Family

   20                              20  

A320neo Family

             25     25     25     25     100  

A350 XWB

        2     5     5     5     5     22  

Boeing

              

737-800

   20                              20  

737 MAX Family

   4     16     20     20     20     20     100  

787 Family

   13     8                         21  

Embraer

              

ERJ175(1)

   12                              12  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   69     26     50     50     50     50     295  

 2018 2019 2020 2021 2022 
2023 and
Thereafter
 Total
Airbus             
A320neo Family
 25
 25
 25
 20
 5
 100
A350 XWB
 
 2
 5
 5
 10
 22
Boeing             
737 MAX Family16
 20
 19
 21
 20
 
 96
787 Family6
 2
 
 
 
 
 8
Embraer             
E175 (1)
5
 5
 
 
 
 
 10
Total27
 52
 46
 51
 45
 15
 236
(1) 

These aircraft may be operated by wholly-owned regional subsidiaries or leased to third-party regional carriers which would operate the aircraft under capacity purchase arrangements.

We also have agreements for 4237 spare engines to be delivered in 20172018 and beyond.

As of December 31, 2017, we had financing commitments for all of the aircraft currently on order and scheduled to be delivered through April 2018. We do not have financing commitments for the following aircraft currently on order and scheduled to be delivered through 2017: 12 Boeing737-800 aircraft, nine Airbus A320 family aircraft, eight Boeing 787 family aircraft and fourthe end of 2018: 11 Boeing 737 MAX familyFamily aircraft, five Boeing 787 Family aircraft and five Embraer E175 regional aircraft. In addition, we do not have financing commitments in place for substantially all aircraft currently on order and scheduled to be delivered in 20182019 and beyond. See Part I, Item 1A. Risk Factors –“We will need to obtain sufficient financing or other capital to operate successfully” for additional discussion.

See Note 11 to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 9 to American’s Consolidated Financial Statements in Part II, Item 8B for additional information on aircraft and engine acquisition commitments.

Other Information

For information concerning the estimated useful lives and residual values for owned aircraft and terms for leased aircraft, see Note 1 and Note 11 to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 1 and Note 9 to American’s Consolidated Financial Statements in Part II, Item 8B.

Ground Properties

At each airport where we conduct flight operations, we lease passenger, operations and baggage handling space, generally from the airport operator, butand in some cases on a subleased basis from other airlines. Our agreements with airports also provide for thenon-exclusive use of runways, taxiways and other improvements and facilities; landing fees under these agreements typically are based on the number of landings and weight of aircraft. These leases and use agreements generally contain provisions for periodic adjustments of lease rates, landing fees and other charges applicable under that type of agreement. Additionally, our main operational facilities are associated with our hubs. At these locations and in other cities we serve, we maintain administrative offices, catering, cargo, training, maintenance and other facilities, in each case as necessary to support our operations in the particular city.

We own our corporate headquarters buildings in Fort Worth, Texas. We lease or have built on leased property our training facilities in Fort Worth, Texas, our principal overhaul and maintenance base in Tulsa, Oklahoma, our regional reservation offices, and administrative offices throughout the U.S. and abroad. In 2016, we broke groundConstruction continues on oura new, five-building headquarters on the corporate campus in Fort Worth, Texas, which will be named after former American Chairmanis scheduled for completion and Chief Executive Officer, Robert Crandall.

move-in in phases over the second half of 2019.

For information concerning the estimated lives for owned ground properties and terms for lease properties, see Note 1 and Note 11 to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 1 and Note 9 to American’s Consolidated Financial Statements in Part II, Item 8B.



ITEM 3.  LEGAL PROCEEDINGS
ITEM 3.  LEGAL

PROCEEDINGS

Chapter 11 Cases. On November 29, 2011, AMR, American, and certain of AMR’s other direct and indirect domestic subsidiaries (the Debtors) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court). On October 21, 2013, the Bankruptcy Court entered an order approving and confirming the Debtors’ fourth amended joint plan of reorganization (as amended, the Plan). On the Effective Date, December 9, 2013, the Debtors consummated their reorganization pursuant to the Plan and completed the Merger.

Pursuant to rulings of the Bankruptcy Court, the Plan established the Disputed Claims Reserve to hold shares of AAG common stock reserved for issuance to disputed claimholders at the Effective Date that ultimately become holders of allowed claims. As of December 31, 2016,2017, there were approximately 25.224.5 million shares of AAG common stock remaining in the Disputed Claims Reserve. As disputed claims are resolved, the claimants will receive distributions of shares from the Disputed Claims Reserve on the same basis as if such distributions had been made on or about the Effective Date. However, we are not required to distribute additional shares above the limits contemplated by the Plan, even if the shares remaining for distribution are not sufficient to fully pay any additional allowed unsecured claims. To the extent that any of the reserved shares remain undistributed upon resolution of all remaining disputed claims, such shares will not be returned to us but rather will be distributed to former AMR stockholders.

There is also pending in the Bankruptcy Court an adversary proceeding relating to an action brought by American to seek a determination that certainnon-pension, postemployment benefits are not vested benefits and thus may be modified or terminated without liability to American. On April 18, 2014, the Bankruptcy Court granted American’s motion for summary judgment with respect to certainnon-union employees, concluding that their benefits were not vested and could be terminated. The summary judgment motion was denied with respect to all other retirees. The Bankruptcy Court has not yet scheduled a trial on the merits concerning whether those retirees’ benefits are vested, and American cannot predict whether it will receive relief from obligations to provide benefits to any of those retirees. Our financial statements presently reflect these retirement programs without giving effect to any modification or termination of benefits that may ultimately be implemented based upon the outcome of this proceeding.

DOJ Antitrust Civil Investigative Demand. In June 2015, we received a Civil Investigative Demand (CID) from the DOJ as part of an investigation into whether there have been illegal agreements or coordination of air passenger capacity. The CID seeks documents and other information from us, and other airlines have announced that they have received similar requests. We are cooperating fully with the DOJ investigation. In addition, subsequent
Private Party Antitrust Action. Subsequent to announcement of the delivery of CIDs by the DOJ, we, along with Delta Air Lines, Inc., Southwest Airlines Co., United Airlines, Inc. and, in the case of litigation filed in Canada, Air Canada, have been named as defendants in approximately 100 putative class action lawsuits alleging unlawful agreements with respect to air passenger capacity.capacity, although Southwest has entered into a settlement with the plaintiffs that is pending approval by the court. The U.S. lawsuits have been consolidated in the Federal District Court for the District of Columbia. On October 28, 2016, the Court denied a motion by the airline defendants to dismiss all claims in the class actions. Both the DOJ investigation and theseThese lawsuits are in their relatively early stages and we intend to defend these matters vigorously.

Private Party Antitrust Action Related to the Merger. On July 2, 2013, a lawsuit captioned Carolyn Fjord, et al., v. US Airways Group, Inc., et al., was filed in the United States District Court for the Northern District of California. The complaint named as defendants US Airways Group and US Airways, alleged that the effect of the Merger may be to create a monopoly in violation of Section 7 of the Clayton Antitrust Act, and sought injunctive relief and/or divestiture. On August 6, 2013, the plaintiffsre-filed their complaint

in the Bankruptcy Court, adding AMR and American as defendants. On November 27, 2013, the Bankruptcy Court denied plaintiffs’ motion to preliminarily enjoin the Merger. On August 19, 2015, after three previous largely unsuccessful attempts to amend their complaint,May 12, 2017, defendants filed a motion for summary judgment. On June 23, 2017, plaintiffs filed a fourthan opposition to defendants’ motion and cross-motion for leave to file an amended and supplemental complaint to add a claim for damages and demand for jury trial, as well as claims similar to those in the putative class action lawsuits regarding air passenger capacity. Thereafter, plaintiffs filed a request with the Judicial Panel on Multidistrict Litigation to consolidate the Fjord matter with the putative class action lawsuits, which was denied on October 15, 2015. A jointly proposed schedule for the remaindersummary judgment. Briefing of the case was submittedparties’ respective motions concluded on September 7, 2016, which1, 2017; a hearing date has not yet been accepted by the Bankruptcy Court.set. We believe this lawsuit is without merit and intend to vigorously defend against the allegations.

DOJ Investigation Related to the United States Postal Service. In April 2015, the DOJ informed us of an inquiry regarding American’s 2009 and 2011 contracts with the United States Postal Service for the international transportation of mail by air. In October 2015, we received a CID from the DOJ seeking certain information relating to these contracts and the DOJ has also sought information concerning certain of the airlines that transport mail on a codeshare basis. The DOJ has indicated it is investigating potential violations of the False Claims Act or other statutes. We are cooperating fully with the DOJ with regard to its investigation.



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. See Part I, Item 1A. Risk Factors –“We may be a party to litigation in the normal course of business or otherwise, which could affect our financial position and liquidity” for additional discussion.

ITEM 4.  MINE

SAFETY DISCLOSURES

ITEM 4.  MINE SAFETY DISCLOSURES
Not Applicable.




PART II

ITEM 5.  MARKET FOR AMERICAN AIRLINES GROUP’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5.MARKET FOR AMERICAN AIRLINES GROUP’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Stock Exchange Listing

Our common stock is listed on the NASDAQ Global Select Market (NASDAQ) under the symbol “AAL.” There is no trading market for the common stock of American, which is a wholly-owned subsidiary of AAG.

As of February 17, 2017,16, 2018, the closing price of our common stock was $46.91$51.58 and there were 11,35610,921 holders of record.

Information on securities authorized for issuance under our equity compensation plans will be set forth in our Proxy Statement for the 20172018 Annual Meeting of Stockholders of American Airlines Group Inc. (the Proxy Statement) under the caption “Equity Compensation Plan Information” and is incorporated by reference into this Annual Report on Form10-K.

Market Prices and Dividends of Common Stock

The following table sets forth, for the periods indicated, the high and low sale prices of our common stock on NASDAQ and cash dividends declared by our Board of Directors:

      

Common Stock Prices

     

Year Ended

December 31

  

Period

  High   Low   Cash  Dividends
Declared (Per share)
 
2016  

Fourth Quarter

  $50.64   $36.33   $0.10 
  Third Quarter   39.52    27.12    0.10 
  Second Quarter   41.76    24.85    0.10 
  First Quarter   43.78    34.76    0.10 
2015  

Fourth Quarter

  $47.09   $37.42   $0.10 
  Third Quarter   44.59    34.10    0.10 
  Second Quarter   53.47    38.45    0.10 
  First Quarter   56.20    45.95    0.10 

    Common Stock Prices  
Year Ended
December 31
 Period High Low 
Cash  Dividends
Declared (Per share)
2017 First Quarter $50.00
 $39.21
 $0.10
  Second Quarter 51.95
 40.82
 0.10
  Third Quarter 54.48
 42.61
 0.10
  Fourth Quarter 53.74
 45.27
 0.10
2016 First Quarter 43.78
 34.76
 0.10
  Second Quarter 41.76
 24.85
 0.10
  Third Quarter 39.52
 27.12
 0.10
  Fourth Quarter 50.64
 36.33
 0.10
In January 2017,2018, we announced that our Board of Directors had declared a $0.10 per share dividend for stockholders of record on February 13, 2017,6, 2018, and payable on February 27, 2017.

20, 2018.

The total cash payment for dividends during the years ended December 31, 2017 and 2016 and 2015 was $224$198 million and $278$224 million, respectively. Any future dividends that may be declared and paid from time to time will be subject to market and economic conditions, applicable legal requirements and other relevant factors. We are not obligated to continue a dividend for any fixed period, and the payment of dividends may be suspended at any time at our discretion.

Stock Performance Graph

The following stock performance graph and related information shall not be deemed “soliciting material” or “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filings under the Securities Act of 1933 or the Exchange Act, each as amended, except to the extent that we specifically incorporate it by reference into such filing.

The following stock performance graph compares our cumulative total stockholder returns of our common stock to the Standard and Poor’s (S&P) 500 Stock Index and the New York Stock Exchange

(NYSE) ARCA Airline Index from December 9, 2013 (the first trading day of our common stock, AAL) through December 31, 2016.2017. The comparison assumes $100 was invested on December 9, 2013 in our common stock and in each of the foregoing indices and assumes that all dividends were reinvested. The stock performance shown on the following graph represents historical stock performance and is not necessarily indicative of future stock price performance.

   12/9/2013   12/31/2013   12/31/2014   12/31/2015   12/31/2016 

American Airlines Group Inc. (AAL)

  $100    $103    $219    $175    $194  

NYSE ARCA Airline Index (XAL)

   100     102     152     127     162  

S&P 500 Index (GSPC)

   100     102     114     113     124  



 12/9/2013 12/31/2013 12/31/2014 12/31/2015 12/31/2016 12/31/2017
American Airlines Group Inc. (AAL)$100
 $103
 $219
 $175
 $194
 $219
NYSE ARCA Airline Index (XAL)100
 102
 152
 127
 162
 170
S&P 500 Index (GSPC)100
 102
 114
 113
 124
 148
Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the year ended December 31, 2017, we repurchased 33.9 million shares of AAG common stock for $1.6 billion at a weighted average cost per share of $45.68. During the year ended December 31, 2016, we repurchased 119.8 million shares of AAG common stock for $4.4 billion at a weighted average cost per share of $36.86. DuringSince the year endedinception of our share repurchase programs in July 2014 through December 31, 2015,2017, we have repurchased 85.1262.3 million shares of AAG common stock for $3.6$10.6 billion at a weighted average cost per share of $42.09. Since the inception of the share repurchase programs in July 2014, we have repurchased 228.4 million shares of AAG common stock for $9.0 billion at a weighted average cost per share of $39.41.

$40.22.

The following table displays information with respect to our purchases of shares of AAG common stock during the three months ended December 31, 2016:

Period

 Total
number  of
shares
purchased
  Average
    price paid    
per share
  Total number of shares
purchased as part of
publicly

announced plan or program
  Maximum dollar value of
shares that may be
purchased under the plan or
program

(in millions)
 

October 2016

  2,220,838   $38.96    2,220,838   $468  

November 2016

  3,451,282   $45.20    3,451,282   $312  

December 2016

  6,496,015   $48.02    6,496,015   $  

As of December 31, 2016, there was no remaining authority to repurchase shares under our existing share repurchase programs. However, in January 2017, our Board of Directors authorized a new $2.0 billion share repurchase program that expires on December 31, 2018, bringing the total amount authorized for share repurchase programs since July 2014 to $11.0 billion.

2017:

Period              
Total number of
shares purchased
 
Average price
paid per share
 
Total number of shares
purchased as part of 
publicly announced
plan or program
 
Maximum remaining dollar value of shares
that may be purchased under
the plan or program
(in millions)
October 2017 2,497,462
 $50.37 2,497,462
 $551
November 2017 1,236,546
 $47.59 1,236,546
 $492
December 2017 834,577
 $50.96 834,577
 $450
Share repurchases under theour repurchase programs may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades or accelerated share repurchase transactions. Any such repurchases will be made from time to time subject to market and economic conditions, applicable legal requirements and other relevant factors. The programs doWe are not obligate usobligated to repurchase any specific number of shares and our repurchase of common stock may be limited, suspended or discontinued at any time at our discretion.

Separate from our share repurchase programs, during 2016, we also withheld approximately 1.4 million shares of AAG common stock and paid approximately $56 million in satisfaction of certain tax withholding obligations associated with employee equity awards.



Ownership Restrictions

AAG’s Certificate of Incorporation and Bylaws provide that, consistent with the requirements of Subtitle VII of Title 49 of the United States Code, as amended (the Aviation Act), any persons or entities who are not a “citizen of the United States” (as defined under the Aviation Act and administrative interpretations issued by the DOT, its predecessors and successors, from time to time), including any agent, trustee or representative of such persons or entities (anon-citizen), shall not, in the aggregate, own (beneficially or of record) and/or control more than (a) 24.9% of the aggregate votes of all of our outstanding equity securities or (b) 49.0% of our outstanding equity securities. Our Certificate of Incorporation and Bylaws further specify that it is the duty of each stockholder who is anon-citizen to register his, her or its equity securities on our foreign stock record and provide for remedies applicable to stockholders that exceed the voting and ownership caps described above.

In addition, to reduce the risk of a potential adverse effect on our ability to use our NOL Carryforwards and certain other tax attributes for federal income tax purposes, our Certificate of Incorporation contains certain restrictions on the acquisition and disposition of our common stock by substantial stockholders (generally holders of more than 4.75%).

See Part I, Item 1A. Risk Factors – “AAG’s“AAG’s Certificate of Incorporation and Bylaws include provisions that limit voting and acquisition and disposition of our equity interests.”Also see AAG’s Certification of Incorporation and Bylaws, which are filed as Exhibits 3.1 and 3.2 hereto, for the full text of the foregoing restrictions.



ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

Selected Consolidated Financial Data of AAG

The selected consolidated financial data presented below under the captions “Consolidated Statements of Operations data” and “Consolidated Balance Sheet data” for the years ended December 31, 2017, 2016, 2015, 2014 2013 and 20122013 are derived from AAG’s audited consolidated financial statements. On December 9, 2013, a subsidiary of AMR merged with and into US Airways Group, which survived as a wholly-owned subsidiary of AAG. Therefore, AAG’s consolidated financial data provided in the tables below includes the results of US Airways Group beginning on December 9, 2013, the effective date of the Merger. In addition, AAG emerged from bankruptcy on December 9, 2013. Accordingly, AAG’s consolidated financial information for periods prior to December 9, 2013 is not directly comparable to consolidated financial information for periods subsequent to December 9, 2013.

  Year Ended December 31, 
  2016  2015  2014  2013  2012 
  (In millions, except share and per share data) 

Consolidated Statements of Operations data:

     

Total operating revenues

 $40,180   $40,990   $42,650   $26,743   $24,855  

Total operating expenses

  34,896    34,786    38,401    25,344    24,707  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

  5,284    6,204    4,249    1,399    148  

Reorganization items, net(1)

              (2,655  (2,208

Net income (loss)

  2,676    7,610    2,882    (1,834  (1,876

Earnings (loss) per common share:(2)

     

Basic

 $4.85   $11.39   $4.02   $(6.54 $(7.52

Diluted

  4.81    11.07    3.93    (6.54  (7.52

Shares used for computation (in thousands):(2)

     

Basic

  552,308    668,393    717,456    280,213    249,490  

Diluted

  556,099    687,355    734,016    280,213    249,490  

Cash dividends declared per common share

 $0.40   $0.40   $0.20   $   $  

Consolidated Balance Sheet data (at end of period):

     

Total assets

 $51,274   $48,415   $43,225   $41,741   $23,396  

Long-term debt and capital leases, net of current maturities

  22,489    18,330    16,043    15,212    7,019  

Pension and postretirement benefits(3)

  7,842    7,450    7,562    5,828    6,780  

Liabilities subject to compromise

                  6,606  

Stockholders’ equity (deficit)

  3,785    5,635    2,021    (2,731  (7,987

 Year Ended December 31,
 2017 2016 2015 2014 2013
 (In millions, except share and per share data)
Consolidated Statements of Operations data:         
Total operating revenues$42,207
 $40,180
 $40,990
 $42,650
 $26,743
Total operating expenses38,149
 34,896
 34,786
 38,401
 25,344
Operating income4,058
 5,284
 6,204
 4,249
 1,399
Bankruptcy reorganization items, net
 
 
 
 (2,655)
Net income (loss)1,919
 2,676
 7,610
 2,882
 (1,834)
Earnings (loss) per common share: (1)
         
Basic$3.92
 $4.85
 $11.39
 $4.02
 $(6.54)
Diluted3.90
 4.81
 11.07
 3.93
 (6.54)
Shares used for computation (in thousands): (1)
         
Basic489,164
 552,308
 668,393
 717,456
 280,213
Diluted491,692
 556,099
 687,355
 734,016
 280,213
Cash dividends declared per common share$0.40
 $0.40
 $0.40
 $0.20
 $
          
Consolidated Balance Sheet data
(at end of period):
         
Total assets$51,396
 $51,274
 $48,415
 $43,225
 $41,741
Long-term debt and capital leases, net of current maturities22,511
 22,489
 18,330
 16,043
 15,212
Pension and postretirement benefits (2)
7,497
 7,842
 7,450
 7,562
 5,828
Stockholders’ equity (deficit)3,926
 3,785
 5,635
 2,021
 (2,731)
(1) 

Reorganization items refer to revenues, expenses (including professional fees), realized gains and losses and provisions for losses that were realized or incurred as a direct result of bankruptcy.

(2)

Former holders of AMR common stock as of December 9, 2013, the effective date of the plan of reorganization, may in the future receive additional distributions of AAG common stock dependent upon the ultimate distribution of shares of AAG common stock to holders of disputed claims. Thus, the shares and related earnings per share calculations prior to December 9, 2013 may change in the future to reflect these distributions.

(3)(2) 

Substantially all defined benefit pension plans were frozen effective November 1, 2012. See Note 9 to AAG’s consolidated financial statements in Part II, Item 8A for further information on pension and postretirement benefits.



Reconciliation of GAAP toNon-GAAP Financial Measures

We sometimes use financial measures that are derived from the consolidated financial statements but that are not presented in accordance with 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 disclosure of thea reconciliation of reportednon-GAAP financial measures to their comparable financial measures on a GAAP basis.

The following table presents the components of our total special items and the reconciliation ofpre-tax income and net income (GAAP measures) topre-tax income excluding special items and net income excluding special items(non-GAAP (non-GAAP measures). We believe that thenon-GAAP financial measures provide investors the ability to measure financial performanceManagement uses pre-tax income excluding special items which is more indicative ofand net income excluding special items to evaluate our ongoingcurrent operating performance and is more comparable to measures reported by other major airlines.

   Year Ended December 31, 
   2016  2015  2014 
   (In millions) 

Components of Total Special Items, Net:(1)

    

Merger integration costs(2)

  $526   $848   $739  

Fleet restructuring costs(3)

   177    210    88  

Mark-to-market adjustments for bankruptcy obligations and other

   25    (53  81  

Net gain on slot transactions

           (265

Charge to revise estimates of certain aircraft residual values

           81  

Other operating charges (credits), net

   (5  75    100  
  

 

 

  

 

 

  

 

 

 

Operating special items, net

   723    1,080    824  
  

 

 

  

 

 

  

 

 

 

Venezuela foreign currency losses

       592    43  

Debt extinguishment and refinancing charges

   49    24    56  

Other nonoperating charges (credits), net

       (22  33  
  

 

 

  

 

 

  

 

 

 

Nonoperating special items, net

   49    594    132  
  

 

 

  

 

 

  

 

 

 

Pre-tax special items, net

   772    1,674    956  
  

 

 

  

 

 

  

 

 

 

Release of deferred tax valuation allowance

       (3,040    

Income tax provision from gains in other comprehensive income (OCI)

           330  

Other tax charges

       25    16  
  

 

 

  

 

 

  

 

 

 

Income tax special items

       (3,015  346  
  

 

 

  

 

 

  

 

 

 

Total special items, net

  $772   $(1,341 $1,302  
  

 

 

  

 

 

  

 

 

 

Reconciliation ofPre-Tax Income Excluding Special Items:

  

  

Pre-tax income – GAAP

  $4,299   $4,616   $3,212  

Adjusted for:Pre-tax special items, net

   772    1,674    956  
  

 

 

  

 

 

  

 

 

 

Pre-tax income excluding special items

  $5,071   $6,290   $4,168  
  

 

 

  

 

 

  

 

 

 

Reconciliation of Net Income Excluding Special Items:

  

  

Net income – GAAP

  $2,676   $7,610   $2,882  

Adjusted for: Total special items, net

   772    (1,341  1,302  

Adjusted for: Net tax effect of special items(4)

   (275        
  

 

 

  

 

 

  

 

 

 

Net income excluding special items

  $3,173   $6,269   $4,184  
  

 

 

  

 

 

  

 

 

 

allow for period-to-period comparisons. As special items may vary from period-to-period in nature and amount, the adjustment to exclude special items allows management an additional tool to better understand our core operating performance.
 Year Ended December 31,
 2017 2016 2015
 (In millions)
Components of Total Special Items, Net: (1)
     
Merger integration costs (2)
$273
 $514
 $826
Fleet restructuring costs (3)
232
 177
 210
Employee 2017 Tax Act bonus expense (4)
123
 
 
Labor contract expenses (5)
46
 
 
Mark-to-market adjustments for bankruptcy obligations27
 25
 (53)
Other operating charges (credits), net11
 (7) 68
Mainline operating special items, net712
 709
 1,051
Regional operating special items, net22
 14
 29
Operating special items, net734
 723
 1,080
Debt refinancing and extinguishment charges22
 49
 24
Venezuela foreign currency losses
 
 592
Other nonoperating charges (credits), net
 
 (22)
Nonoperating special items, net22
 49
 594
Pre-tax special items, net756
 772
 1,674
Impact of the 2017 Tax Act on deferred tax assets and liabilities(7) 
 
Release of deferred tax valuation allowance
 
 (3,040)
Other tax charges
 
 25
Income tax special items, net(7) 
 (3,015)
Total special items, net$749
 $772
 $(1,341)
      
Reconciliation of Pre-Tax Income Excluding Special Items:     
Pre-tax income – GAAP$3,084
 $4,299
 $4,616
Adjusted for: Pre-tax special items, net756
 772
 1,674
Pre-tax income excluding special items$3,840
 $5,071
 $6,290
      
Reconciliation of Net Income Excluding Special Items:     
Net income – GAAP$1,919
 $2,676
 $7,610
Adjusted for: Total special items, net749
 772
 (1,341)
Adjusted for: Net tax effect of special items (6)
(269) (275) 
Net income excluding special items$2,399
 $3,173
 $6,269


(1) 

See Note 2 to AAG’s Consolidated Financial Statements in Part II, Item 8A for further information on special items.

(2) 

Merger integration costs for our mainline and regional operationsexpenses included chargescosts related to information technology, professional fees, re-branding of aircraft and airport facilities and uniforms,training. Additionally in 2016, Merger integration expenses also included costs related to alignment of labor union contracts, professional fees,the launch of re-branded uniforms, relocation training and severance, and in 2015, and 2014, also

included share-based compensation related to awards granted in connection with the Merger that fully vested in December 2015.

(3) 

Fleet restructuring costsexpenses, driven in part by the Merger, principally included the acceleration of aircraft depreciation, impairments, remaining lease payments and lease return costs for aircraft currentlyand related equipment grounded or expected to be grounded earlier than planned.

(4) 

Employee bonus expense included costs related to the $1,000 cash bonus and associated payroll taxes granted to mainline employees as of December 31, 2017 in recognition of H.R. 1, the 2017 Tax Cuts and Jobs Act (the 2017 Tax Act).

(5)
Labor contract expenses primarily included one-time charges to adjust the vacation accruals for pilots and flight attendants as a result of the mid-contract pay rate adjustments effective in the second quarter of 2017.
(6)
In 2014 and 2015, there was no net tax effect associated with special items. During 2014 and 2015, our net deferred tax asset, which includes our NOLs, was subject to a full valuation allowance. Accordingly, our NOLs offset our taxable income and resulted in the release of a corresponding portion of valuation allowance, which offset the tax provision dollar for dollar.

The following

Additionally, the table below presents the reconciliation of mainline operating expensescosts (GAAP measure) to mainline operating costs excluding special items and fuel(non-GAAP (non-GAAP measure). We believe that the presentation of mainline costs per available seat mile (CASM) excluding fuel is useful to investors as both the cost and availability of fuel are subject to many economic and political factors beyond our control. The exclusion of special items from mainline CASM provides investors the ability to measure financial performance in a way that is more indicative of our ongoing performance and is more comparable to measures reported by other major airlines. Management uses mainline CASMoperating costs excluding special items and fuel to evaluate itsour 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. The adjustment to exclude aircraft fuel and special items allows management an additional tool to better understand and analyze our non-fuel costs and core operating performance. Amounts may not recalculate due to rounding.

   Year Ended December 31, 
   2016  2015  2014 

Reconciliation of Mainline CASM Excluding Special Items and Fuel:

  

  
(In millions)    

Total operating expenses – GAAP

  $34,896   $34,786   $38,401  

Less regional expenses:

    

Fuel and related taxes.

   (1,109  (1,230  (2,009

Other

   (4,935  (4,753  (4,507
  

 

 

  

 

 

  

 

 

 

Total mainline operating expenses

   28,852    28,803    31,885  

Adjusted for: Special items, net(1)

   (709  (1,051  (800

Adjusted for: Aircraft fuel and related taxes

   (5,071  (6,226  (10,592
  

 

 

  

 

 

  

 

 

 

Mainline operating expenses excluding special items and fuel

  $23,072   $21,526   $20,493  
  

 

 

  

 

 

  

 

 

 
(In millions)          

Available Seat Miles (ASM)

   241,734    239,375    237,522  
(In cents)          

Mainline CASM

   11.94    12.03    13.42  

Adjusted for: Special items, net per ASM

   (0.29  (0.44  (0.34

Adjusted for: Aircraft fuel and related taxes per ASM

   (2.10  (2.60  (4.46
  

 

 

  

 

 

  

 

 

 

Mainline CASM excluding special items and fuel

   9.54    8.99    8.63  
  

 

 

  

 

 

  

 

 

 

 Year Ended December 31,
 2017 2016 2015
Reconciliation of Mainline Operating Costs per Available Seat Mile (CASM) Excluding Special Items and Fuel:     
(In millions) 
Total operating expenses – GAAP$38,149
 $34,896
 $34,786
Less regional expenses:     
Fuel and related taxes(1,382) (1,109) (1,230)
Other(5,164) (4,935) (4,753)
Total mainline operating expenses31,603
 28,852
 28,803
Adjusted for: Special items, net (1)
(712) (709) (1,051)
Adjusted for: Aircraft fuel and related taxes(6,128) (5,071) (6,226)
Mainline operating expenses excluding special items and fuel$24,763
 $23,072
 $21,526
(In millions)     
Available Seat Miles (ASM)243,806
 241,734
 239,375
(In cents)     
Mainline CASM12.96
 11.94
 12.03
Adjusted for: Special items, net per ASM(0.29) (0.29) (0.44)
Adjusted for: Aircraft fuel and related taxes per ASM(2.51) (2.10) (2.60)
Mainline CASM excluding special items and fuel10.16
 9.54
 8.99
(1) 

See Note 2 to AAG’s Consolidated Financial Statements in Part II, Item 8A for further information on special items.



Selected Consolidated Financial Data of American

The selected consolidated financial data presented below under the captions “Consolidated Statements of Operations data” and “Consolidated Balance Sheet data” for the years ended December 31, 2017, 2016, 2015, 2014 2013 and 20122013 are derived from American’s audited consolidated financial statements. On December 30, 2015, US Airways merged with and into American, with American as the surviving corporation. For financial reporting purposes, this transaction constituted a

transfer of assets between entities under common control and is reflected in American’s consolidated financial statements as though the transaction had occurred on December 9, 2013, when a subsidiary of AMR merged with and into US Airways Group, which represents the earliest date that American and US Airways were under common control. Therefore, American’s consolidated financial data provided in the tables below includes the results of US Airways beginning on December 9, 2013. In addition, American emerged from bankruptcy on December 9, 2013. Accordingly, American’s consolidated financial information for periods prior to December 9, 2013 is not directly comparable to consolidated financial information for periods subsequent to December 9, 2013.

   Year Ended December 31, 
   2016   2015   2014   2013  2012 
   (In millions) 

Consolidated Statements of Operations data:

  

Total operating revenues

  $40,163    $40,938    $42,676    $26,701   $24,825  

Total operating expenses

   34,859     34,749     38,410     25,341    24,743  
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Operating income

   5,304     6,189     4,266     1,360    82  

Reorganization items, net(1)

                  (2,640  (2,179

Net income (loss)

   2,781     8,120     2,948     (1,717  (1,926

Consolidated Balance Sheet data (at end of period):

  

Total assets

  $58,092    $50,439    $42,787    $41,699   $23,150  

Long-term debt and capital leases, net of current maturities

   20,718     16,592     14,804     14,718    7,046  

Pension and postretirement benefits(2)

   7,800     7,410     7,522     5,802    6,780  

Liabilities subject to compromise

                      5,694  

Stockholder’s equity (deficit)

   12,649     9,698     1,406     (4,398  (9,962

 Year Ended December 31,
 2017 2016 2015 2014 2013
 (In millions)
Consolidated Statements of Operations data:         
Total operating revenues$42,195
 $40,163
 $40,938
 $42,676
 $26,701
Total operating expenses38,163
 34,859
 34,749
 38,410
 25,341
Operating income4,032
 5,304
 6,189
 4,266
 1,360
Bankruptcy reorganization items, net
 
 
 
 (2,640)
Net income (loss)1,922
 2,781
 8,120
 2,948
 (1,717)
          
Consolidated Balance Sheet data
(at end of period):
         
Total assets$60,012
 $58,092
 $50,439
 $42,787
 $41,699
Long-term debt and capital leases, net of current maturities21,236
 20,718
 16,592
 14,804
 14,718
Pension and postretirement benefits (1)
7,452
 7,800
 7,410
 7,522
 5,802
Stockholder’s equity (deficit)14,594
 12,649
 9,698
 1,406
 (4,398)
(1) 

Reorganization items refer to revenues, expenses (including professional fees), realized gains and losses and provisions for losses that were realized or incurred as a direct result of bankruptcy.

(2)

Substantially all defined benefit pension plans were frozen effective November 1, 2012. See Note 7 to American’s consolidated financial statements in Part II, Item 8B for further information on pension and postretirement benefits.




ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Background

Together with our wholly-owned regional airline subsidiaries and third-party regional carriers operating as American Eagle, our airline operateswe operate an average of nearly 6,700 flights per day to nearly 350 destinations in more than 50 countries, principally from ourcountries. We have hubs in Charlotte, Chicago, Dallas/Fort Worth, Los Angeles, Miami, New York, Philadelphia, Phoenix and Washington, D.C. In 2016,2017, approximately 199200 million passengers boarded our mainline and regional flights.

Strategic Objectives
We are committed to consistently delivering safe, reliablefocused on four long-term strategic objectives: Create a World-Class Customer Experience, Make Culture a Competitive Advantage, Ensure Long-Term Financial Strength and convenient service to our customers in every aspect of our operation, to building the best employee relations in the industry and to providing returns for our stockholders. In JanuaryThink Forward, Lead Forward.
Create a World-Class Customer Experience
We began 2017 we wereby being named the 2017Air Transport World’s Airline of the Year byAir Transport World, which cited thein recognition of our successful integration work related to the Merger, our operational and customer service improvements and the significant investments we are makingmade in our product.product and people. Also in 2017, we:

Operational Highlights

During 2016, we made significant investments related to

Recorded our integrationbest on-time departure and to continue to improve our product offerings and operational performance.

Integration Accomplishments

Integrated all mainline pilotsarrival performance since 2003, and our mainline fleet into a single scheduling system, allowing us to schedule pilots and aircraft seamlessly across the network regardless of whichpre-Merger airline they came from

Reached interim agreements with theTWU-IAM that allows our mainline mechanics and ramp personnel to be able to work together and be cross-utilized. Additionally, we ratified five-year JCBAs for dispatchers, flight crew training instructors, simulator pilot instructors and flight simulator engineers

Completed the painting of all US Airways mainline aircraft in the American livery. Repainting of former US Airways Express regional jets is expected to be finished inmid-2017

Investments in Our Product and Operations

Invested approximately $4.4 billion in new aircraft, including 55 new mainline and 42 new regional aircraft. As a result of our ongoing fleet renewal program, we have the youngest fleet of the major U.S. network carriers

Hired additional personnel and invested in new equipment and technology to support our operations. In the fourth quarter of 2016, we achieved our best monthly completion factor,on-time performance, and baggage handling performance since the MergerDOT began reporting this information in 1994.

Operated the youngest fleet among the major U.S. network carriers and invested $4.1 billion in new aircraft

.

Redesigned our AAdvantage® loyalty program to award mileage credits based on the price

Introduced new streaming-capable, satellite-based internet access on our Boeing 737 MAX aircraft, which will be rolled out across most of our domestic mainline fleet.
Introduced Basic Economy, a product to compete with ultra low-cost carriers, which is now offered nationwide and to leisure markets in Mexico and most of the Caribbean.
Commenced our roll out of tickets purchased, enabling elite members to earn even more miles based on their status level. During 2016, the AAdvantage® program was named Best Elite Program in the Americas by the Freddie Awards

Introduced Premium Economy, which offers a new class of service on international flights withwider seat, more legroom, wider seats,an amenity kit and enhanced meal choices on international flights.

Expanded a number of our lounges by opening Flagship First Dining, a new exclusive experience for customers in First Class on international and A321T transcontinental flights, which we now offer in our Miami, Los Angeles and New York-JFK lounges.
Make Culture a Competitive Advantage
We are creating an environment that cares for frontline team members, provides competitive pay and equips our team with the right tools to support our customers. During 2017, we:
Kept team member pay competitive through initiatives such as a mid-contract salary increase for pilots and flight attendants and continued step increases from a mid-contract pay increase for mechanics and fleet service workers.
Invested more than $300 million in facilities and amenity kits

equipment, including renovations to team member spaces, mobile devices for pilots and flight attendants, and the ongoing One Campus One Team initiative at our global support center in Fort Worth, Texas.

Provided customer service instruction to approximately 35,000 team members through “Elevate the Everyday Experience” training and launched training for leaders that emphasizes supporting team members who directly serve customers.

Announced that work on our CFM56-5B engines, which power much of our Airbus narrowbody fleet, will move in-house to our maintenance facility located in Tulsa, Oklahoma beginning later in 2018.
MadeShared the benefits of the recent Tax Cuts and Jobs Act by issuing $1,000 payments to all non-officer team members at American and its wholly-owned regional carriers. While we do not yet pay federal cash income taxes, we believe the new tax law will reduce our future tax bill and allow more investments in equipment and facilities.


Ensure Long-Term Financial Strength
We are focused on capturing efficiencies created by our merger, delivering on our earnings potential and creating value for our stockholders. During 2017, we:
Returned $1.7 billion to our stockholders, including quarterly dividend payments of $198 million and the repurchase of $1.6 billion of common stock, or 33.9 million shares. Since our capital return program commenced in mid-2014, we have returned $11.4 billion to stockholders, including $835 million in quarterly dividend payments and $10.6 billion in share repurchases, or 262.3 million shares. In January 2018, we announced that our Board of Directors declared a $0.10 per share dividend for stockholders of record on February 6, 2018, and payable on February 20, 2018.
Completed several othertransactions that provided efficient financing. See discussion within “Liquidity” below for more information.
Announced revenue and cost initiatives to improve the customer experience, drive revenue improvements includingand deliver cost efficiencies.
Think Forward, Lead Forward
We are committed to re-establishing ourselves as an industry leader by creating an action-oriented culture that moves quickly to bring products to market, embraces technological change and quickly seizes upon new opportunities for our network and our product. During 2017, we:
Acquired 2.7% of the reintroductionoutstanding shares of free snacksChina Southern Airlines, the largest airline in China.
Executed a new Trans-Atlantic joint business agreement that extends the main cabin, the launch of complimentaryin-flight entertainment and the redesign and upgrade of many Admirals Club lounges

Investments in our People

Instituted a profit sharing program across allterm of our workgroups that pays 5%prior Trans-Atlantic joint business agreement.

Announced a commitment for more than $1.6 billion for improvements of LAX Terminals 4 and 5, setting the stage for us to receive additional gate space and strengthen ourpre-tax profit excluding special items ($314 million was accrued Pacific gateway.
Built a five-gate expansion at ORD Terminal 3, which is expected to open in 2016)

April 2018.

Announced industry-leading pay packages for pilots at our wholly-owned regional airlines Envoy, PSA and Piedmont in order to attract and retain the best pilots

2017 Financial Overview

The U.S. Airline Industry

In 2016,

The industry remained profitable in 2017. Despite an improving economy and strong demand environment, year-over-year revenue results by carrier were varied. This was in part due to competitive pricing actions and the U.S. airline industry benefited from lower fuel prices. However, the reductions in fuel costs were offset by year-over-year declines in revenue. Both domestic and international markets were impacted byeffects of competitive capacity growth. Internationalgrowth in certain markets, were alsoas well as the three major hurricanes that negatively impacted by macroeconomic softnesscommercial flights in Texas, Florida, the Caribbean islands and foreign currency weakness.

JetPuerto Rico. With respect to fuel prices closely follow the price of Brent crude oil. On average,costs, the price of Brent crude oil per barrel, which jet fuel prices tend to follow, was on average approximately 17% lower23% higher in 20162017 as compared to 2015.2016. The average daily spot price for Brent crude oil during 20162017 was $44$54 per barrel as compared to an average daily spot price of $52$44 per barrel during 2015.2016. On a daily basis, Brent crude oil prices fluctuated during 20162017 between a high of $55$67 per barrel to a low of $26$44 per barrel, and closed the year on December 31, 20162017 at $55$67 per barrel.

While jet Brent crude oil prices were higher in 2017 due principally to reductions of global inventories driven by strong demand and continued production restraint. Jet fuel prices have declined year-over-year as described above, uncertainty exists regarding the economic conditions driving these declines. during 2017 were also impacted by hurricane disruptions and increased refinery costs.

See Part I, Item 1A. Risk Factors – “Downturns“Downturns in economic conditions could adversely affect our business” andbusiness,”“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 our operating results and liquidity.liquidity” and “Our business has been and will continue to be affected by many changing economic and other conditions beyond our control, including global events that affect travel behavior, and our results of operations could be volatile and fluctuate due to seasonality.



AAG’s 20162017 Results

The selected financial data presented below is derived from AAG’s audited consolidated financial statements included in Part II, Item 8A of this report and should be read in conjunction with those financial statements and the related notes thereto.

   Year Ended
December 31,
  Increase
(Decrease)
  Percent
Increase
(Decrease)
 
   2016   2015   
   (In millions, except percentage changes) 

Mainline and regional passenger revenues

  $34,579    $35,512   $(933  (2.6

Cargo and other operating revenues

   5,601     5,478    123    2.3  

Total operating revenues

   40,180     40,990    (810  (2.0

Mainline and regional aircraft fuel and related taxes

   6,180     7,456    (1,276  (17.1

Salaries, wages and benefits

   10,890     9,524    1,366    14.4  

Total operating expenses

   34,896     34,786    110    0.3  

Operating income

   5,284     6,204    (920  (14.8

Pre-tax income

   4,299     4,616    (317  (6.9

Income tax provision (benefit)

   1,623     (2,994  4,617    nm  

Net income

   2,676     7,610    (4,934  (64.8

Pre-tax income

  $4,299    $4,616   $(317  (6.9

Adjusted for: Totalpre-tax special items(1)

   772     1,674    (902  (53.9
  

 

 

   

 

 

  

 

 

  

Pre-tax income excluding special items

  $5,071    $6,290   $(1,219  (19.4
  

 

 

   

 

 

  

 

 

  

 
Year Ended
December 31,
 
Increase
(Decrease)
 
Percent
Increase
(Decrease)
 2017 2016 
 (In millions, except percentage changes)
Mainline and regional passenger revenues$36,133
 $34,579
 $1,554
 4.5
Other operating revenues5,274
 4,901
 373
 7.6
Total operating revenues42,207
 40,180
 2,027
 5.0
Mainline and regional aircraft fuel and related taxes7,510
 6,180
 1,330
 21.5
Salaries, wages and benefits11,816
 10,890
 926
 8.5
Total operating expenses38,149
 34,896
 3,253
 9.3
Operating income4,058
 5,284
 (1,226) (23.2)
Pre-tax income3,084
 4,299
 (1,215) (28.3)
Income tax provision1,165
 1,623
 (458) (28.2)
Net income1,919
 2,676
 (757) (28.3)
        
Pre-tax income – GAAP$3,084
 $4,299
 $(1,215) (28.3)
Adjusted for: Pre-tax special items (1)
756
 772
 (16) (2.1)
Pre-tax income excluding special items$3,840
 $5,071
 $(1,231) (24.3)
(1) 

See Part II, Item 6. Selected Consolidated Financial Data – “Reconciliation“Reconciliation of GAAP toNon-GAAP Financial Measures”and Note 2 to AAG’s consolidated financial statementsConsolidated Financial Statements in Part II, Item 8A for details on the components of special items.

Pre-Tax Income and Net Income
Pre-tax income andPre-Tax Income

We realized net income of $2.7were $3.1 billion and $1.9 billion in 2016.2017, respectively. This compares to $7.6 billion of net2016 pre-tax income in 2015, which included a special $3.0 billionnon-cash tax benefit, as we reversed the valuation allowance on our deferred tax assets, which include our federal and state NOLs. As a result of the reversal of the valuation allowance, we recorded a $1.6 billion provision for income taxes in 2016, which is substantiallynon-cash due to the utilization of NOLs. Accordingly, amounts reported in 2016 for income tax provision and net income are not comparable to 2015. Therefore,pre-tax income andpre-tax income excluding special items provides a more meaningful year-over-year comparison. The exclusion of special items provides investors the ability to measure financial performance in a way that is more indicative of our ongoing performance and is more comparable to financial measures presented by other major airlines. Management usespre-tax income excluding special items to evaluate our financial performance.

We realizedpre-tax income of $4.3 billion and $4.6$2.7 billion, in 2016 and 2015, respectively. Excluding the effects ofpre-tax special items, we recognized pre-tax income wasof $3.8 billion in 2017 as compared to $5.1 billion and $6.3 billion in 2016 and 2015, respectively. Our 20162016. The year-over-year declines in our pre-tax results income on both a GAAP basis and excludingpre-tax net special items were impactedprincipally driven by higher fuel costs and wage rates. Fuel costs increased driven by a decline21.4% increase in revenuesthe average price per gallon of fuel. Wage rates were higher primarily due to lower yields. Salaries, wagesmid-contract pay increases for pilots and benefits costs were higherflight attendants effective in 2016, driven by our new labor contractsthe second quarter of 2017, as well as increases for maintenance and fleet service work groups, which became effective in the additionthird quarter of an employee profit sharing program; however, these2016. These increases were substantially offset in part by a year-over-year decline in fuel costs.

For reconciliation ofpre-tax and net income excluding special items to their comparable measures on a GAAP basis, see Part II, Item 6. Selected Consolidated Financial Data – “Reconciliation of GAAP toNon-GAAP Financial Measures.”

higher revenues.

Revenue

In 2016,2017, we reported total operating revenues of $40.2$42.2 billion, a decreasean increase of $810 million,$2.0 billion, or 2.0%5.0%, as compared to 2015.2016. Mainline and regional passenger revenues were $34.6$36.1 billion, a decreasean increase of $933 million,$1.6 billion, or 2.6%4.5%, as compared to 2015.2016. The declineincrease in mainline and regional passenger revenues was due to lowera 3.2% year-over-year increase in consolidated yields driven by competitive capacity growth, macroeconomic softness outside of the United Statesstrong demand. Domestic consolidated yields increased 3.5% and foreign currency weakness. This decline was offsetinternational yields rose 3.2%, due principally to improved performance in part by an increase inLatin America.
Additionally, other operating revenues increased $373 million primarily due to higher revenues associated with our newco-branded credit card agreements which became effective in the third quarter of 2016.loyalty program. Our mainline and regional total revenue per available seat mile (TRASM) was 15.27 cents in 2017, a 3.9% increase as compared to 14.70 cents in 2016, a 3.7% decrease as compared to 15.25 cents in 2015.

2016.

Fuel

Our mainline and regional fuel expense totaled $6.2$7.5 billion in 2016,2017, which was $1.3 billion, or 17.1%21.5%, lowerhigher as compared to 2015.2016. This decreaseincrease was driven by a 17.6% decrease21.4% increase in the average price per gallon of fuel to $1.73 in 2017 from $1.42 in 2016 from $1.72 in 2015.

2016.



As of December 31, 2016,2017, we did not have any fuel hedging contracts outstanding to hedge our fuel consumption. 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. Our current policy is not to enter into transactions to hedge our fuel consumption, although we review that policy from time to time based on market conditions and other factors.

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: the health of the economy and the price of fuel.

Our 20162017 mainline CASM was 12.96 cents, an increase of 8.6%, from 11.94 cents a decrease of 0.8%, from 12.03 cents in 2015.2016. The decreaseincrease was primarily driven by lowerhigher fuel costs offset in part byand higher salaries, wages and benefits associated with new labor contracts andwage rates due to the addition of an employee profit sharing program.

mid-contract pay increases described above.

Our 20162017 mainline CASM excluding special items and fuel was 9.5410.16 cents, an increase of 6.1%6.4%, from 8.999.54 cents in 2015,2016, which was primarilyalso driven by higher salaries, wages and benefitswage rates as described above.

For a reconciliation of mainline CASM excluding special items and fuel, see Part II, Item 6. Selected Consolidated Financial Data – “Reconciliation“Reconciliation of GAAP toNon-GAAP Financial Measures.”

Liquidity and Stockholder Returns

Income Taxes
As of December 31, 2016,2017, we had approximately $8.8$10.0 billion of federal NOLs and $3.4 billion of state NOLs, substantially all of which we expect to be available in 2018 to reduce future federal and state taxable income. While we currently do not pay federal cash income taxes, we believe the December 2017 enactment of the 2017 Tax Act represents a significant benefit for us and our stockholders. Commencing in 2018, our effective tax rate has been reduced from approximately 38% to approximately 24%, which will significantly reduce our federal tax liability when we do become a cash tax payer. In addition, we presently expect to receive cash tax refunds of approximately $170 million in both 2019 and 2020 due to the repeal of the corporate Alternative Minimum Tax (AMT).
Liquidity
As of December 31, 2017, we had approximately $7.6 billion in total available liquidity, consisting of $6.4$5.1 billion in unrestricted cash and short-term investments and $2.4$2.5 billion in undrawn revolving credit facilities. We also had approximately $638 millionrestricted cash and short-term investments of $318 million. As described above, in restricted cash.

connection with our strategic objective “Ensure Long-Term Financial Strength,” we completed several transactions during 2017 to ensure our long-term competitiveness. During 2016, we returned $4.6 billion to our stockholders, including quarterly dividend payments of $224 million and the repurchase of $4.42017, we:

Repriced $4.9 billion of common stock, or 119.8 million shares. Since our capital return program commenced inmid-2014, we have returned more than $9.6 billionterm loans at lower rates and extended and increased our revolving credit facilities.
Continued to stockholders including $646 million in quarterly dividends and $9.0 billion in share repurchases, or 228.4 million shares. In January 2017, our Board of Directors approved a new $2.0 billion share repurchase authorization that will expire December 31, 2018 and declared a dividend of $0.10 per share to be paid to stockholders of record as of February 13, 2017.

We have takentake advantage of historically low interest rates to finance new aircraft deliveries under our fleet renewal program. During 2016 to finance new aircraft deliveries, weWe issued an aggregate principal amount of $2.8$2.0 billion in Enhanced Equipment Trust Certificate (EETC) equipment notes at an average fixed interest rate of 3.63%3.74%, as well as $1.8$1.0 billion in other equipment notes, which primarily bear interest at fixed and variable rates ofbased on LIBOR plus a margin, averaging 2.96%3.08% at December 31, 2016. Additionally, we refinanced certain higher cost debt. 2017.

Raised approximately $853 million in net proceeds from aircraft sale-leaseback transactions.
See Note 5 to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 3 to American’s Consolidated Financial Statements in Part II, Item 8B for additional information on our debt obligations.

As a result of the foregoing factors, we currently have a higher debt level and fewer unencumbered assets than our peers. Accordingly, we believe it is important to retain liquidity levels higher than our network peers given our overall leverage as well as to protect against an adverse economic shock. Our current plan is to maintain minimum total available liquidity of $7.0 billion. We were well above that minimum level at December 31, 2016.



AAG’s Results of Operations

Operating Statistics

The table below sets forth selected operating data for the years ended December 31, 2017, 2016 2015 and 2014.

     Increase
(Decrease)
2016-2015
  Increase
(Decrease)
2015-2014
 
  Year Ended December 31,   
  2016  2015  2014   

Mainline

     

Revenue passenger miles (millions)(a)

  199,014    199,467    195,651    (0.2)%   2.0

Available seat miles (millions)(b)

  241,734    239,375    237,522    1.0  0.8

Passenger load factor (percent)(c)

  82.3    83.3    82.4    (1.0)pts   0.9pts 

Yield (cents)(d)

  14.02    14.56    15.74    (3.7)%   (7.5)% 

Passenger revenue per available seat mile (cents) (e)

  11.55    12.13    12.97    (4.8)%   (6.5)% 

Operating cost per available seat mile (cents) (f)

  11.94    12.03    13.42    (0.8)%   (10.4)% 

Aircraft at end of period

  930    946    983    (1.7)%   (3.8)% 

Fuel consumption (gallons in millions)

  3,596    3,611    3,644    (0.4)%   (0.9)% 

Average aircraft fuel price including related taxes (dollars per gallon)

  1.41    1.72    2.91    (18.2)%   (40.7)% 

Full-time equivalent employees at end of period

  101,500    98,900    94,400    2.6  4.8

Total Mainline and Regional

     

Revenue passenger miles (millions)(a)

  223,477    223,010    217,870    0.2  2.4

Available seat miles (millions)(b)

  273,410    268,736    265,657    1.7  1.2

Passenger load factor (percent)(c)

  81.7    83.0    82.0    (1.3)pts   1.0pts 

Yield (cents)(d)

  15.47    15.92    17.04    (2.8)%   (6.5)% 

Passenger revenue per available seat mile (cents) (e)

  12.65    13.21    13.97    (4.3)%   (5.4)% 

Total revenue per available seat mile (cents)(g)

  14.70    15.25    16.05    (3.7)%   (5.0)% 

Aircraft at end of period

  1,536    1,533    1,549    0.2  (1.0)% 

Fuel consumption (gallons in millions)

  4,347    4,323    4,332    0.5  (0.2)% 

Average aircraft fuel price including related taxes (dollars per gallon)

  1.42    1.72    2.91    (17.6)%   (40.7)% 

Full-time equivalent employees at end of period (h)

  122,300    118,500    113,300    3.2  4.6

2015.
 Year Ended December 31, Increase (Decrease) 2017-2016 Increase (Decrease) 2016-2015
 2017 2016 2015 
Mainline         
Revenue passenger miles (millions) (a)
201,351
 199,014
 199,467
 1.2% (0.2)%
Available seat miles (millions) (b)
243,806
 241,734
 239,375
 0.9% 1.0%
Passenger load factor (percent) (c)
82.6
 82.3
 83.3
 0.3pts (1.0)pts
Yield (cents) (d)
14.52
 14.02
 14.56
 3.5% (3.7)%
Passenger revenue per available seat mile (cents) (e)
11.99
 11.55
 12.13
 3.9% (4.8)%
Operating cost per available seat mile (cents) (f)
12.96
 11.94
 12.03
 8.6% (0.8)%
Aircraft at end of period948
 930
 946
 1.9% (1.7)%
Fuel consumption (gallons in millions)3,579
 3,596
 3,611
 (0.5)% (0.4)%
Average aircraft fuel price including related taxes (dollars per gallon)1.71
 1.41
 1.72
 21.4% (18.2)%
Full-time equivalent employees at end of period103,100
 101,500
 98,900
 1.6% 2.6%
          
Total Mainline and Regional         
Revenue passenger miles (millions) (a)
226,346
 223,477
 223,010
 1.3% 0.2%
Available seat miles (millions) (b)
276,493
 273,410
 268,736
 1.1% 1.7%
Passenger load factor (percent) (c)
81.9
 81.7
 83.0
 0.2pts (1.3)pts
Yield (cents) (d)
15.96
 15.47
 15.92
 3.2% (2.8)%
Passenger revenue per available seat mile (cents) (e)
13.07
 12.65
 13.21
 3.3% (4.3)%
Total revenue per available seat mile (cents) (g)
15.27
 14.70
 15.25
 3.9% (3.7)%
Aircraft at end of period1,545
 1,536
 1,533
 0.6% 0.2%
Fuel consumption (gallons in millions)4,352
 4,347
 4,323
 0.1% 0.5%
Average aircraft fuel price including related taxes (dollars per gallon)1.73
 1.42
 1.72
 21.4% (17.6)%
Full-time equivalent employees at end of period (h)
126,600
 122,300
 118,500
 3.5% 3.2%
(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 revenues divided by ASMs.

(f) 

Operating cost per available seat mile (CASM) – Operating expenses divided by ASMs.

(g) 

Total revenue per available seat mile (TRASM) – Total revenues divided by total mainline and regional ASMs.

(h) 

Regional full-time equivalent employees only include our wholly-owned regional airline subsidiaries, Envoy, Piedmont and PSA.



Results of Operations – 2017 Compared to 2016
Pre-tax income and net income were $3.1 billion and $1.9 billion in 2017, respectively. This compares to 2016 pre-tax income and net income of $4.3 billion and $2.7 billion, respectively. Excluding the effects of pre-tax net special items, pre-tax income was $3.8 billion and $5.1 billion in 2017 and 2016, respectively. For reconciliation of pre-tax income excluding special items to their comparable measures on a GAAP basis, see Part II, Item 6. Selected Consolidated Financial Data –“Reconciliation of GAAP to Non-GAAP Financial Measures.
The year-over-year declines in our pre-tax income on both a GAAP basis and excluding pre-tax special items were principally driven by higher fuel costs and wage rates.
Operating Revenues
 Year Ended December 31, 
Increase
(Decrease)
 
Percent
Increase
(Decrease)
 2017 2016 
 (In millions, except percentage changes)
Mainline passenger$29,238
 $27,909
 $1,329
 4.8
Regional passenger6,895
 6,670
 225
 3.4
Cargo800
 700
 100
 14.3
Other5,274
 4,901
 373
 7.6
Total operating revenues$42,207
 $40,180
 $2,027
 5.0
This table presents our total passenger revenues and the year-over-year change in certain operating statistics:
   Increase (Decrease)
vs. Year Ended December 31, 2016
 Year Ended December 31, 2017 
Passenger
Revenue
 RPMs ASMs 
Load
Factor
 
Passenger
Yield
 PRASM
 (In millions)            
Mainline passenger$29,238
 4.8% 1.2% 0.9% 0.3pts 3.5% 3.9%
Regional passenger6,895
 3.4% 2.2% 3.2% (0.7)pts 1.2% 0.2%
Total passenger revenues$36,133
 4.5% 1.3% 1.1% 0.2pts 3.2% 3.3%
Total passenger revenues increased $1.6 billion, or 4.5%, in 2017 from 2016 primarily due to a 3.2% year-over-year increase in consolidated passenger yields driven by strong demand. Domestic consolidated yields increased 3.5% and international yields rose 3.2%, due principally to improved performance in Latin America.
Cargo revenue increased $100 million, or 14.3%, in 2017 from 2016 primarily driven by an increase in freight volume.
Other revenue primarily includes revenue associated with our loyalty program, baggage fees, ticketing change fees, airport clubs and inflight services. Other revenue increased $373 million, or 7.6%, in 2017 from 2016 primarily driven by higher revenues associated with our loyalty program. In 2017 and 2016, loyalty program revenue was $2.4 billion and $2.1 billion, respectively. Of this, $2.2 billion and $1.9 billion related to the marketing component of mileage sales and other marketing related payments, respectively.
Total operating revenues in 2017 increased $2.0 billion, or 5.0%, from 2016 driven principally by a 4.5% increase in total passenger revenues as described above. Our TRASM was 15.27 cents in 2017, a 3.9% increase as compared to 14.70 cents in 2016.



Mainline Operating Expenses
 Year Ended December 31, Increase
(Decrease)
 Percent
Increase
(Decrease)
 2017 2016 
 (In millions, except percentage changes)
Aircraft fuel and related taxes$6,128
 $5,071
 $1,057
 20.8
Salaries, wages and benefits11,816
 10,890
 926
 8.5
Maintenance, materials and repairs1,959
 1,834
 125
 6.8
Other rent and landing fees1,806
 1,772
 34
 1.9
Aircraft rent1,197
 1,203
 (6) (0.4)
Selling expenses1,477
 1,323
 154
 11.6
Depreciation and amortization1,702
 1,525
 177
 11.6
Special items, net712
 709
 3
 0.5
Other4,806
 4,525
 281
 6.2
Total mainline operating expenses$31,603
 $28,852
 $2,751
 9.5
Mainline operating expenses increased $2.8 billion, or 9.5%, in 2017 from 2016. The increase in operating expenses was primarily driven by higher fuel costs and wage rates. See detailed explanations below relating to changes in mainline CASM.
Mainline CASM
We sometimes use financial measures that are derived from the consolidated financial statements but that are not presented in accordance with GAAP to understand and evaluate our current operating performance 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 table below presents the reconciliation of mainline operating expenses (GAAP measure) to mainline operating costs excluding special items and fuel (non-GAAP measure). Management uses mainline operating costs excluding special items and fuel 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. The adjustment to exclude aircraft fuel and special items allows management an additional tool to better understand and analyze our non-fuel costs and core operating performance.


The major components of our total mainline CASM and our mainline CASM excluding special items and fuel for the years ended December 31, 2017 and 2016 are as follows (amounts may not recalculate due to rounding):
 Year Ended December 31, 
Percent
Increase
(Decrease)
 2017 2016 
 (In cents, except percentage changes)
Mainline CASM:     
Aircraft fuel and related taxes2.51
 2.10
 19.8
Salaries, wages and benefits4.85
 4.51
 7.6
Maintenance, materials and repairs0.80
 0.76
 5.9
Other rent and landing fees0.74
 0.73
 1.1
Aircraft rent0.49
 0.50
 (1.3)
Selling expenses0.61
 0.55
 10.6
Depreciation and amortization0.70
 0.63
 10.7
Special items, net0.29
 0.29
 (0.3)
Other1.97
 1.87
 5.3
Total mainline CASM12.96
 11.94
 8.6
Special items, net(0.29) (0.29) (0.3)
Aircraft fuel and related taxes(2.51) (2.10) 19.8
Mainline CASM, excluding special items and fuel10.16
 9.54
 6.4
Significant changes in the components of mainline CASM are as follows:
Aircraft fuel and related taxes per ASM increased 19.8% primarily due to a 21.4% increase in the average price per gallon of fuel to $1.71 in 2017 from $1.41 in 2016, offset in part by a 0.5% decrease in gallons of fuel consumed. The decrease in fuel consumption was primarily driven by the operation of more fuel efficient aircraft during 2017 in connection with our fleet renewal program.
Salaries, wages and benefits per ASM increased 7.6% primarily due to mid-contract pay rate increases for pilots and flight attendants effective in the second quarter of 2017, as well as rate increases for maintenance and fleet service work groups, which became effective in the third quarter of 2016.
Maintenance, materials and repairs per ASM increased 5.9% as compared to 2016 primarily due to a contract change that accelerated the timing of certain maintenance expenses incurred. Certain flight equipment was transitioned to a new flight hour based contract (referred to as power by the hour) where expense is incurred and recognized based on actual hours flown. Previously, this flight equipment was covered by a time and materials based contract where expense is incurred and recognized as maintenance is performed.
Selling expenses per ASM increased 10.6% due primarily to higher commissions driven by the overall increase in revenues as well as an increase in flown premium tickets, which are subject to higher commissions.
Depreciation and amortization per ASM increased 10.7% primarily due to depreciation related to aircraft purchased in connection with our fleet renewal program. In 2017, we took delivery of 57 new mainline aircraft.
Other operating expenses per ASM increased 5.3% primarily due to expenses associated with improving our product offerings, customer experience and operational reliability, such as food and beverage costs and costs associated with team member training.


Operating Special Items, Net
 Year Ended December 31,       
 2017 2016
 (In millions)
Merger integration expenses (1)
$273
 $514
Fleet restructuring expenses (2)
232
 177
Employee 2017 Tax Act bonus expense (3)
123
 
Labor contract expenses (4)
46
 
Mark-to-market adjustments for bankruptcy obligations27
 25
Other operating charges (credits), net11
 (7)
Total mainline operating special items, net712
 709
Regional operating special items, net22
 14
Total operating special items, net$734
 $723
(1)
Merger integration expenses included costs related to information technology, professional fees, re-branding of aircraft and airport facilities and training, and in 2016, also included costs related to alignment of labor union contracts and the launch of re-branded uniforms, both of which drove the $241 million year-over-year decrease in these expenses.
(2)
Fleet restructuring expenses, driven in part by the Merger, principally included the acceleration of depreciation and impairments for aircraft and related equipment grounded or expected to be grounded earlier than planned.
(3)
Employee bonus expense included costs related to the $1,000 cash bonus and associated payroll taxes granted to mainline employees as of December 31, 2017 in recognition of the 2017 Tax Act.
(4)
Labor contract expenses primarily included one-time charges to adjust the vacation accruals for pilots and flight attendants as a result of the mid-contract pay rate adjustments effective in the second quarter of 2017.
Regional Operating Expenses
 Year Ended December 31, Increase
(Decrease)
 Percent
Increase
(Decrease)
 2017 2016 
 (In millions, except percentage changes)
Aircraft fuel and related taxes$1,382
 $1,109
 $273
 24.6
Other5,164
 4,935
 229
 4.6
Total regional operating expenses$6,546
 $6,044
 $502
 8.3
Regional operating expenses increased $502 million, or 8.3%, in 2017 from 2016. The year-over-year increase was due in part to a $273 million, or 24.6%, increase in fuel costs. The average price per gallon of fuel increased 21.2% to $1.79 in 2017 from $1.48 in 2016, on a 2.8% increase in consumption. Additionally, other regional operating expenses increased $229 million, or 4.6%, primarily driven by a 3.2% increase in capacity, principally from our wholly-owned regional carriers. See Note 1(q) to AAG’s Consolidated Financial Statements in Part II, Item 8A for further information on regional expenses.


Nonoperating Results
  Year Ended December 31, 
Increase
(Decrease)
 
Percent
Increase
(Decrease)
  2017 2016 
 (In millions, except percentage changes)
Interest income$94
 $63
 $31
 47.8
Interest expense, net(1,053) (991) (62) 6.2
Other, net(15) (57) 42
 (73.4)
Total nonoperating expense, net$(974) $(985) $11
 (1.0)
Our short-term investments in each period consisted of highly liquid investments that provided relatively nominal returns. Interest income increased $31 million, or 47.8%, principally due to a 50 basis point increase in average yields in 2017 as compared to 2016.
Interest expense, net increased $62 million, or 6.2%, in 2017 primarily due to higher outstanding debt as a result of aircraft financings associated with our fleet renewal program.
Other nonoperating expense, net in 2017 and 2016 included $22 million and $49 million, respectively, of net special charges associated with debt refinancings and extinguishments.
Income Taxes
In 2017 and 2016, we recorded an income tax provision of $1.2 billion and $1.6 billion, respectively, at an effective rate of approximately 38%. This tax provision was substantially non-cash due to utilization of our NOLs. Substantially all of our income before income taxes is attributable to the United States. At December 31, 2017, we had approximately $10.0 billion of federal NOLs and $3.4 billion of state NOLs, substantially all of which we expect to be available in 2018 to reduce future federal and state taxable income.
As a result of the 2017 Tax Act, we recorded a special, non-cash tax benefit of $7 million in 2017 to reflect the impact of lower corporate income tax rates on our deferred tax assets and liabilities. For 2018, we presently expect to recognize a provision for income taxes at an effective rate of approximately 24% due to the reduction in the corporate tax rate.
See Note 6 to AAG’s Consolidated Financial Statements in Part II, Item 8A for additional information on income taxes.
Results of Operations – 2016 Compared to 2015

We realized net income of $2.7 billion in 2016. This compares to $7.6 billion of net income in 2015, which included a special $3.0 billionnon-cash tax benefit as we reversed the valuation allowance on our deferred tax assets, which include our federal and state NOLs. As a result of the reversal of the valuation allowance, we recorded a $1.6 billion provision for income taxes in 2016, which is substantiallynon-cash due to the utilization of NOLs. Accordingly, amounts reported in 2016 for income tax provision and net income are not comparable to 2015.

We realizedpre-tax income of $4.3 billion and $4.6 billion in 2016 and 2015, respectively. Excluding the effects ofpre-tax net special items,pre-tax income was $5.1 billion and $6.3 billion in 2016 and 2015, respectively. For reconciliation ofpre-tax and net income excluding special items to their comparable measures on a GAAP basis, see Part II, Item 6. Selected Consolidated Financial Data –“Reconciliation of GAAP toNon-GAAP Financial Measures.

Our 2016pre-tax results on both a GAAP basis and excludingpre-tax net special items were impacted by a decline in revenues due to lower yields. Salaries, wages and benefits costs were higher in 2016, driven by our new labor contracts and the addition of an employee profit sharing program; however, these increases were substantially offset by a year-over-year decline in fuel costs.




Operating Revenues

   Year Ended
December 31,
   Increase
(Decrease)
  Percent
Increase
(Decrease)
 
   2016   2015    
   (In millions, except percentage changes) 

Mainline passenger

  $27,909   $29,037   $(1,128  (3.9

Regional passenger

   6,670    6,475    195   3.0 

Cargo

   700    760    (60  (7.9

Other

   4,901    4,718    183   3.9 
  

 

 

   

 

 

   

 

 

  

Total operating revenues

  $40,180   $40,990   $(810  (2.0
  

 

 

   

 

 

   

 

 

  

Total operating revenues in 2016 decreased $810 million, or 2.0%, from 2015 driven by lower

  Year Ended December 31,   
Increase
(Decrease)
 
Percent
Increase
(Decrease)
  2016 2015 
 (In millions, except percentage changes)
Mainline passenger$27,909
 $29,037
 $(1,128) (3.9)
Regional passenger6,670
 6,475
 195
 3.0
Cargo700
 760
 (60) (7.9)
Other4,901
 4,718
 183
 3.9
Total operating revenues$40,180
 $40,990
 $(810) (2.0)
This table presents our total passenger revenues offsetand the year-over-year change in part by higher other revenue. Our mainline and regional TRASM was 14.70 cents in 2016, a 3.7% decrease as compared to 15.25 cents in 2015.

       Increase (Decrease)
vs. Year Ended December 31, 2015
 
   Year Ended
December 31,
2016
   Passenger
Revenue
  RPMs  ASMs  Load
Factor
  Passenger
Yield
  PRASM 
   (In millions)                    

Mainline passenger

  $27,909    (3.9)%   (0.2)%   1.0  (1.0)pts   (3.7)%   (4.8)% 

Regional passenger

   6,670    3.0  3.9  7.9  (3.0)pts   (0.9)%   (4.5)% 
  

 

 

        

Total passenger revenues

  $34,579    (2.6)%   0.2  1.7  (1.3)pts   (2.8)%   (4.3)% 
  

 

 

        

certain operating statistics:

   Increase (Decrease)
vs. Year Ended December 31, 2015
 Year Ended
December 31, 2016
 Passenger
Revenue
 RPMs ASMs Load
Factor
 Passenger
Yield
 PRASM
 (In millions)            
Mainline passenger$27,909
 (3.9)% (0.2)% 1.0% (1.0)pts (3.7)% (4.8)%
Regional passenger6,670
 3.0% 3.9% 7.9% (3.0)pts (0.9)% (4.5)%
Total passenger revenues$34,579
 (2.6)% 0.2% 1.7% (1.3)pts (2.8)% (4.3)%
Total passenger revenues declined $933 million, or 2.6%, in 2016 from 2015 driven by a 2.8% decrease in yieldconsolidated passenger yields due to competitive capacity growth, macroeconomic softness outside of the United States and foreign currency weakness.

Cargo revenue decreased $60 million, or 7.9%, in 2016 from 2015 driven primarily by a decrease in domestic and international freight yields.

Other revenue primarily includes revenue associated with our loyalty program, baggage fees, ticketing change fees, airport clubs and inflight services. Other revenue increased $183 million, or 3.9%, in 2016 from 2015 driven by an increase in loyalty program revenue. In 2016 and 2015, otherhigher revenues associated with our loyalty program. In 2016 and 2015, loyalty program wererevenue was $2.1 billion and $1.9 billion, respectively, of whichrespectively. Of this, $1.9 billion and $1.7 billion respectively, related to the marketing component of mileage sales and other marketing related payments. This year-over-year increase was due to our new co-branded credit card agreements which became effective in the third quarter of 2016. See Note 1(i) to AAG’s Consolidated Financial Statements in Part II, Item 8A for additional information on the loyalty program.

Operating Expenses

   Year Ended
December 31,
   Increase
(Decrease)
  Percent
Increase
(Decrease)
 
   2016   2015    
   (In millions, except percentage changes) 

Aircraft fuel and related taxes

  $5,071   $6,226   $(1,155  (18.5

Salaries, wages and benefits

   10,890    9,524    1,366   14.4 

Maintenance, materials and repairs

   1,834    1,889    (55  (2.9

Other rent and landing fees

   1,772    1,731    41   2.4 

Aircraft rent

   1,203    1,250    (47  (3.8

Selling expenses

   1,323    1,394    (71  (5.0

Depreciation and amortization

   1,525    1,364    161   11.8 

Special items, net

   709    1,051    (342  (32.6

Other

   4,525    4,374    151   3.4 
  

 

 

   

 

 

   

 

 

  

Total mainline operating expenses

   28,852    28,803    49   0.2 

Regional expenses:

       

Fuel

   1,109    1,230    (121  (9.8

Other

   4,935    4,753    182   3.8 
  

 

 

   

 

 

   

 

 

  

Total regional operating expenses

   6,044    5,983    61   1.0 
  

 

 

   

 

 

   

 

 

  

Total operating expenses

  $34,896   $34,786   $110   0.3 
  

 

 

   

 

 

   

 

 

  

payments, respectively.

Total operating expenses were $34.9 billionrevenues in 2016 an increase of $110decreased $810 million, or 0.3%2.0%, from 2015 driven by lower passenger revenues offset in part by higher other revenue as described above. Our TRASM was 14.70 cents in 2016, a 3.7% decrease as compared to 15.25 cents in 2015.


Mainline Operating Expenses
  Year Ended December 31, 
Increase
(Decrease)
 
Percent
Increase
(Decrease)
 2016 2015 
 (In millions, except percentage changes)
Aircraft fuel and related taxes$5,071
 $6,226
 $(1,155) (18.5)
Salaries, wages and benefits10,890
 9,524
 1,366
 14.4
Maintenance, materials and repairs1,834
 1,889
 (55) (2.9)
Other rent and landing fees1,772
 1,731
 41
 2.4
Aircraft rent1,203
 1,250
 (47) (3.8)
Selling expenses1,323
 1,394
 (71) (5.0)
Depreciation and amortization1,525
 1,364
 161
 11.8
Special items, net709
 1,051
 (342) (32.6)
Other4,525
 4,374
 151
 3.4
Total mainline operating expenses$28,852
 $28,803
 $49
 0.2
Mainline operating expenses increased $49 million, or 0.2%, in 2016 from 2015. The increase in operating expenses was due toprimarily driven by higher salaries, wages and benefits driven bywage rates resulting from new labor contracts and the addition of an employee profit sharing program; however, these costs were substantially offset by a year-over-year decline in fuel costs. See detailed explanations below relating to changes in mainline CASM.
Mainline CASM
We sometimes use financial measures that are derived from the consolidated financial statements but that are not presented in accordance with GAAP to understand and evaluate our current operating costs per ASM.

Mainline Operating Costs per ASM

performance 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 table below sets forthpresents the reconciliation of mainline operating expenses (GAAP measure) to mainline operating costs excluding special items and fuel (non-GAAP measure). Management uses mainline operating costs excluding special items and fuel 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. The adjustment to exclude aircraft fuel and special items allows management an additional tool to better understand and analyze our non-fuel costs and core operating performance.


The major components of our total mainline CASM and our mainline CASM excluding special items and aircraft fuel and related taxes for the years ended December 31, 2016 and 2015:

   Year Ended December 31,  Percent
Increase
(Decrease)
 
       2016          2015      
   (In cents, except percentage changes) 

Mainline CASM:

    

Aircraft fuel and related taxes

   2.10   2.60   (19.3

Salaries, wages and benefits

   4.51   3.98   13.2 

Maintenance, materials and repairs

   0.76   0.79   (3.9

Other rent and landing fees

   0.73   0.72   1.4 

Aircraft rent

   0.50   0.52   (4.7

Selling expenses

   0.55   0.58   (6.0

Depreciation and amortization

   0.63   0.57   10.7 

Special items, net

   0.29   0.44   (33.2

Other

   1.87   1.83   2.4 
  

 

 

  

 

 

  

Total mainline CASM

   11.94   12.03   (0.8

Special items, net

   (0.29  (0.44  (33.2

Aircraft fuel and related taxes

   (2.10  (2.60  (19.3
  

 

 

  

 

 

  

Mainline operating costs per ASM, excluding special items and aircraft fuel and related taxes(1)

   9.54   8.99   6.1 
  

 

 

  

 

 

  

(1)

We believe that the presentation of mainline CASM excluding fuel is useful to investors because both the cost and availability of fuel are subject to many economic and political factors beyond our control, and the exclusion of special items provides investors the ability to measure financial performance in a way that is more indicative of our ongoing performance and that is more comparable to measures reported by other major airlines. Management uses mainline CASM excluding special items and fuel to evaluate our operating performance. Amounts may not recalculate due to rounding.

2015 are as follows (amounts may not recalculate due to rounding):

  Year Ended December 31, 
Percent
Increase
(Decrease)
  2016 2015 
 (In cents, except percentage changes)
Mainline CASM:     
Aircraft fuel and related taxes2.10
 2.60
 (19.3)
Salaries, wages and benefits4.51
 3.98
 13.2
Maintenance, materials and repairs0.76
 0.79
 (3.9)
Other rent and landing fees0.73
 0.72
 1.4
Aircraft rent0.50
 0.52
 (4.7)
Selling expenses0.55
 0.58
 (6.0)
Depreciation and amortization0.63
 0.57
 10.7
Special items, net0.29
 0.44
 (33.2)
Other1.87
 1.83
 2.4
Total mainline CASM11.94
 12.03
 (0.8)
Special items, net(0.29) (0.44) (33.2)
Aircraft fuel and related taxes(2.10) (2.60) (19.3)
Mainline CASM, excluding special items and fuel9.54
 8.99
 6.1
Significant changes in the components of mainline operating cost per ASMCASM are as follows:

Aircraft fuel and related taxes per ASM decreased 19.3% primarily due to an 18.2% decrease in the average price per gallon of fuel to $1.41 in 2016 from an average price per gallon of $1.72 in 2015.

Salaries, wages and benefits per ASM increased 13.2% primarily due to increased costs associated with new labor contracts and the addition of an employee profit sharing program.

Selling expenses per ASM decreased 6.0% primarily due to lower credit card and booking fees.

Depreciation and amortization per ASM increased 10.7% primarily due to the effect ofdepreciation related to aircraft purchased aircraft deliveries in connection with our fleet renewal program.

In 2016, we took delivery of 55 new mainline aircraft.



Operating Special Items, Net

         Year Ended December 31,        
   2016  2015 
   (In millions) 

Merger integration costs(1)

  $514  $826 

Fleet restructuring costs(2)

   177   210 

Mark-to-market adjustments for bankruptcy obligations and other

   25   (53

Other operating charges (credits), net

   (7  68 
  

 

 

  

 

 

 

Total mainline operating special items, net

   709   1,051 

Regional operating special items, net(3)

   14   29 
  

 

 

  

 

 

 

Total operating special items, net

  $723  $1,080 
  

 

 

  

 

 

 

 Year Ended December 31,       
 2016 2015
 (In millions)
Merger integration expenses (1)
$514
 $826
Fleet restructuring expenses (2)
177
 210
Mark-to-market adjustments for bankruptcy obligations25
 (53)
Other operating charges (credits), net(7) 68
Total mainline operating special items, net709
 1,051
Regional operating special items, net14
 29
Total operating special items, net$723
 $1,080
(1) 

Merger integration costsexpenses included chargescosts related to information technology,re-branding of aircraft, airport facilities and uniforms, alignment of labor union contracts, professional fees, severance, relocation training and severance,training, and, in 2015, also included share-based compensation related to awards granted in connection with the Merger that fully vested in December 2015.

(2) 

Fleet restructuring costsexpenses, driven in part by the Merger, principally included the acceleration of aircraft depreciation, impairments, remaining lease payments and lease return costs for aircraft currentlyand related equipment grounded or expected to be grounded earlier than planned.

(3)

Regional operating special items, net are included within other regional operating expenses and principally related to Merger integration costs.

Regional Operating Expenses

Total regional

 Year Ended December 31, Increase
(Decrease)
 Percent
Increase
(Decrease)
 2016 2015 
 (In millions, except percentage changes)
Aircraft fuel and related taxes$1,109
 $1,230
 $(121) (9.8)
Other4,935
 4,753
 182
 3.8
Total regional operating expenses$6,044
 $5,983
 $61
 1.0
Regional operating expenses increased $61 million, or 1.0%, in 2016 as compared to 2015. The year-over-year increase was primarily due in part to a $182 million, or 3.8%, increase in other regional operating expenses. The increase in other regional operating expenses was primarily driven by increased capacity. Thisan increase in capacity, principally from our wholly-owned regional carriers. Offsetting this increase was offset in part by a $121 million, or 9.8%, decrease in fuel costs. The decrease in fuel costs was driven primarily by a 14.5% decline in the average price per gallon of fuel to $1.48 in 2016 from $1.73 in 2015, offset in part by a 5.5% increase in gallons of fuel consumed.consumption. See Note 11(q) to AAG’s Consolidated Financial Statements in Part II, Item 8A for further information on regional expenses.

Nonoperating Results

   Year Ended December 31,  Increase
(Decrease)
  Percent
Increase
(Decrease)
 
       2016          2015       
   (In millions, except percentage changes) 

Interest income

  $63  $39  $24   60.9 

Interest expense, net of capitalized interest

   (991  (880  (111  12.6 

Other, net

   (57  (747  690   (92.4
  

 

 

  

 

 

  

 

 

  

Total nonoperating expense, net

  $(985 $(1,588 $603   (38.1
  

 

 

  

 

 

  

 

 

  

  Year Ended December 31, 
Increase
(Decrease)
 
Percent
Increase
(Decrease)
  2016 2015 
 (In millions, except percentage changes)
Interest income$63
 $39
 24
 60.9
Interest expense, net(991) (880) (111) 12.6
Other, net(57) (747) 690
 (92.4)
Total nonoperating expense, net$(985) $(1,588) $603
 (38.1)
Our short-term investments in each period consisted of highly liquid investments that provided nominal returns. Interest income increased $24 million, or 60.9%, principally due to a 50 basis point increase in average yields in 2016 as compared to 2015.



Interest expense, net of capitalized interest increased in 2016 primarily due to issuanceshigher outstanding debt as a result ofaircraft-related aircraft financings associated with our fleet renewal program.

In 2016, other nonoperating expense, net primarily included $49 million of net special charges consisting of debt issuance and extinguishment costs associated with bonddebt refinancings and term loan refinancings. Net foreign currency gains were nominal in 2016.

extinguishments.

In 2015, other nonoperating expense, net primarily included a $592 million special charge to write off all of the value of Venezuelan bolivars held by us due to continued lack of repatriations and deterioration of economic conditions in Venezuela. We also incurred $159 million of net foreign currency losses. The foreign currency losses in 2015 were driven primarily by the strengthening of the U.S. dollar relative to other currencies, principally in Latin American and European markets.

Income Taxes

In 2016, we recorded aan income tax provision of $1.6 billion provision for income taxes at an effective rate of approximately 38%, which was substantiallynon-cash as we utilized due to our utilization of NOLs. Substantially all of our income before income taxes iswas attributable to the United States. At December 31, 2016, we had approximately $10.5 billion of gross NOLs to reduce future federal taxable income, substantially all of which are expected to be available for use in 2017.

In 2015, we reversed $3.0 billion of the valuation allowance on our deferred tax assets, which resulted in a specialnon-cash tax benefit recorded in our consolidated statement of operations.

See Note 6 to AAG’s Consolidated Financial Statements in Part II, Item 8A for additional information on income taxes.

American’s Results of Operations
Results of Operations – 20152017 Compared to 20142016

We

American realized pre-tax income of $3.2 billion and net income of $7.6$1.9 billion in 2015, which included a special $3.02017. This compares to 2016 pre-tax income of $4.4 billionnon-cash tax benefit as we reversed the valuation allowance on our deferred tax assets, which include our federal and state NOLs. We realized net income of $2.9 billion in 2014. As a result of the valuation allowance reversal, amounts reported in 2015 for income tax benefit and net income are not comparable to 2014.

We realizedpre-tax income of $4.6 billion and $3.2 billion in 2015 and 2014, respectively. Excluding the effects ofpre-tax net special items,pre-tax income was $6.3 billion and $4.2 billion in 2015 and 2014, respectively. For reconciliation ofpre-tax and net income excluding special items to their comparable measures on a GAAP basis, see Part II, Item 6. Selected Consolidated Financial Data –“Reconciliation of GAAP toNon-GAAP Financial Measures.

Our 2015pre-tax results on both a GAAP basis and excludingpre-tax net special items were impacted by substantially lower fuel costs in 2015 as compared to 2014, offset in part by a$2.8 billion.

The year-over-year decline in revenues driven by lower yields.

Operating Revenues

   

  Year Ended December 31,  

   Increase
(Decrease)
  Percent
Increase
(Decrease)
 
       2015           2014        
   (In millions, except percentage changes) 

Mainline passenger

  $29,037   $30,802   $(1,765  (5.7

Regional passenger

   6,475    6,322    153   2.4 

Cargo

   760    875    (115  (13.1

Other

   4,718    4,651    67   1.4 
  

 

 

   

 

 

   

 

 

  

Total operating revenues

  $40,990   $42,650   $(1,660�� (3.9
  

 

 

   

 

 

   

 

 

  

Total operating revenues in 2015 decreased $1.7 billion, or 3.9%, from 2014American’s pre-tax income was principally driven by lower passenger revenues. Our mainlinehigher fuel costs and regional TRASM was 15.25 cents in 2015, a 5.0% decrease as compared to 16.05 cents in 2014.

       Increase (Decrease)
vs. Year Ended December 31, 2014
 
   Year Ended
December 31, 2015
   Passenger
Revenue
  RPMs  ASMs  Load
Factor
   Passenger
Yield
  PRASM 
   (In millions)                     

Mainline passenger

  $29,037    (5.7)%   2.0  0.8  0.9 pts    (7.5)%   (6.5)% 

Regional passenger

   6,475    2.4  6.0  4.4  1.2 pts    (3.3)%   (1.9)% 
  

 

 

         

Total passenger revenues

  $35,512    (4.3)%   2.4  1.2  1.0 pts    (6.5)%   (5.4)% 
  

 

 

         

wage rates.

Operating Revenues
  Year Ended December 31, 
Increase
(Decrease)
 
Percent
Increase
(Decrease)
  2017 2016 
 (In millions, except percentage changes)
Mainline passenger$29,238
 $27,909
 $1,329
 4.8
Regional passenger6,895
 6,670
 225
 3.4
Cargo800
 700
 100
 14.3
Other5,262
 4,884
 378
 7.7
Total operating revenues$42,195
 $40,163
 $2,032
 5.1
Total passenger revenues declinedincreased $1.6 billion, or 4.3%4.5%, in 20152017 from 20142016 primarily due to a year-over-year increase in consolidated passenger yields driven by a 6.5% decrease in yield due to competitive growth in certain domestic markets, including Dallas/Fort Worth, international weakness resulting from foreign currency devaluation relative to the U.S. dollar, lower fuel surcharges and economic softness in Latin America, particularly in Brazil and Venezuela.

strong demand.

Cargo revenue decreased $115increased $100 million, or 13.1%14.3%, in 20152017 from 20142016 primarily driven primarily by a decreasean increase in international freight yields.

volume.

Other revenue primarily includes revenue associated with ourAmerican’s loyalty program, baggage fees, ticketing change fees, airport clubs and inflight services. In 2015 and 2014, otherOther revenue increased $378 million, or 7.7%, in 2017 from 2016 primarily driven by higher revenues associated with ourAmerican’s loyalty program. In 2017 and 2016, loyalty program were each $1.9revenue was $2.4 billion and $2.1 billion, respectively. Of this, $2.2 billion and $1.9 billion respectively, of which $1.7 billion and $1.6 billion, respectively, related to the marketing component of mileage sales and other marketing related payments. See Note 1(i) to AAG’s Consolidated Financial Statements in Part II, Item 8A for additional information on the loyalty program.

Operating Expenses

   Year Ended December 31,   Increase
(Decrease)
  Percent
Increase
(Decrease)
 
         2015               2014          
   (In millions, except percentage changes) 

Aircraft fuel and related taxes

  $6,226   $10,592   $(4,366  (41.2

Salaries, wages and benefits

   9,524    8,508    1,016   11.9 

Maintenance, materials and repairs

   1,889    2,051    (162  (7.9

Other rent and landing fees

   1,731    1,727    4   0.2 

Aircraft rent

   1,250    1,250        

Selling expenses

   1,394    1,544    (150  (9.8

Depreciation and amortization

   1,364    1,295    69   5.4 

Special items, net

   1,051    800    251   31.3 

Other

   4,374    4,118    256   6.2 
  

 

 

   

 

 

   

 

 

  

Total mainline operating expenses

   28,803    31,885    (3,082  (9.7

Regional expenses:

       

Fuel

   1,230    2,009    (779  (38.8

Other

   4,753    4,507    246   5.4 
  

 

 

   

 

 

   

 

 

  

Total regional operating expenses

   5,983    6,516    (533  (8.2
  

 

 

   

 

 

   

 

 

  

Total operating expenses

  $34,786   $38,401   $(3,615  (9.4
  

 

 

   

 

 

   

 

 

  

payments, respectively.

Total operating expenses were $34.8 billionrevenues in 2015, a decrease of $3.62017 increased $2.0 billion, or 9.4%5.1%, from 2014.2016 driven principally by a 4.5% increase in total passenger revenues as described above.


Mainline Operating Expenses
  
Year Ended
December 31,
 
Increase
(Decrease)
 
Percent
Increase
(Decrease)
  2017 2016 
 (In millions, except percentage changes)
Aircraft fuel and related taxes$6,128
 $5,071
 $1,057
 20.8
Salaries, wages and benefits11,804
 10,881
 923
 8.5
Maintenance, materials and repairs1,959
 1,834
 125
 6.8
Other rent and landing fees1,806
 1,772
 34
 1.9
Aircraft rent1,197
 1,203
 (6) (0.4)
Selling expenses1,477
 1,323
 154
 11.6
Depreciation and amortization1,702
 1,525
 177
 11.6
Special items, net712
 709
 3
 0.5
Other4,806
 4,532
 274
 6.1
Total mainline operating expenses$31,591
 $28,850
 $2,741
 9.5
Mainline operating expenses increased $2.7 billion, or 9.5%, in 2017 from 2016. The decreaseincrease in operating expenses was primarily due to substantially lower aircraftdriven by higher fuel costs offset

in part by higher salaries, wages and benefits driven by new labor contracts. See detailed explanations below relating to changes in mainline operating costs per ASM.

Mainline Operating Costs per ASM

The table below sets forth the major components of our total mainline CASM and our mainline CASM excluding special items and aircraft fuel and related taxes for the years ended December 31, 2015 and 2014:

   Year Ended December 31,  Percent
Increase
(Decrease)
 
       2015          2014      
   (In cents, except percentage changes) 

Mainline CASM:

    

Aircraft fuel and related taxes

   2.60   4.46   (41.7

Salaries, wages and benefits

   3.98   3.58   11.1 

Maintenance, materials and repairs

   0.79   0.86   (8.6

Other rent and landing fees

   0.72   0.73   (0.5

Aircraft rent

   0.52   0.53   (0.8

Selling expenses

   0.58   0.65   (10.5

Depreciation and amortization

   0.57   0.55   4.6 

Special items, net

   0.44   0.34   30.3 

Other

   1.83   1.73   5.4 
  

 

 

  

 

 

  

Total mainline CASM

   12.03   13.42   (10.4

Special items, net

   (0.44  (0.34  30.3 

Aircraft fuel and related taxes

   (2.60  (4.46  (41.7
  

 

 

  

 

 

  

Mainline operating costs per ASM, excluding special items and aircraft fuel and related taxes(1)

   8.99   8.63   4.2 
  

 

 

  

 

 

  

(1)

We believe that the presentation of mainline CASM excluding fuel is useful to investors because both the cost and availability of fuel are subject to many economic and political factors beyond our control, and the exclusion of special items provides investors the ability to measure financial performance in a way that is more indicative of our ongoing performance and that is more comparable to measures reported by other major airlines. Management uses mainline CASM excluding special items and fuel to evaluate our operating performance. Amounts may not recalculate due to rounding.

wage rates.

Significant changes in the components of mainline operating cost per ASMexpenses are as follows:

Aircraft fuel and related taxes per ASM decreased 41.7%increased 20.8% primarily due to a 40.7% decrease21.4% increase in the average price per gallon of fuel to $1.72$1.71 in 20152017 from an average price per gallon$1.41 in 2016, offset in part by a 0.5% decrease in gallons of $2.91fuel consumed. The decrease in 2014.

fuel consumption was primarily driven by the operation of more fuel efficient aircraft during 2017 in connection with American’s fleet renewal program.

Salaries, wages and benefits per ASM increased 11.1%8.5% primarily due to increased costs associated with new pilot,mid-contract pay rate increases for pilots and flight attendantattendants effective in the second quarter of 2017, as well as rate increases for maintenance and customerfleet service and reservation agent joint collective bargaining agreements.

work groups, which became effective in the third quarter of 2016.

Maintenance, materials and repairs per ASM decreased 8.6%increased 6.8% as compared to 2016 primarily due to fewer engine overhauls in 2015,a contract change that accelerated the timing of certain maintenance expenses incurred. Certain flight equipment was transitioned to a new flight hour based contract (referred to as power by the hour) where expense is incurred and recognized based on actual hours flown. Previously, this flight equipment was covered by a time and materials based contract where expense is incurred and recognized as maintenance is performed.

Selling expenses increased 11.6% due primarily to higher commissions driven by our fleet renewal program.

the overall increase in revenues as well as an increase in flown premium tickets, which are subject to higher commissions.

Selling expenses per ASM decreased 10.5%Depreciation and amortization increased 11.6% primarily due to lower contractually negotiated rates for certain commissions and booking fees as well as lower revenuesdepreciation related to aircraft purchased in 2015.

connection with American’s fleet renewal program. In 2017, American took delivery of 57 new mainline aircraft.

Other operating expenses per ASM increased 5.4% in 2015 as compared to 20146.1% primarily due to increases in crew travelexpenses associated with improving our product offerings, customer experience and certain information technology projects,operational reliability, such as well as enhancements to our aircraft food and catering offerings.

beverage costs and costs associated with team member training.



Operating Special Items, Net

         Year Ended December 31,        
   2015  2014 
   (In millions) 

Merger integration costs(1)

  $826  $732 

Fleet restructuring costs(2)

   210   88 

Mark-to-market adjustments for bankruptcy obligations and other

   (53  81 

Net gain on slot transactions

      (265

Charge to revise estimates of certain aircraft residual values

      81 

Other operating charges, net

   68   83 
  

 

 

  

 

 

 

Total mainline operating special items, net

   1,051   800 

Regional operating special items, net(3)

   29   24 
  

 

 

  

 

 

 

Total operating special items, net

  $1,080  $824 
  

 

 

  

 

 

 

 Year Ended December 31,
2017 2016
 (In millions)
Merger integration expenses (1)
$273
 $514
Fleet restructuring expenses (2)
232
 177
Employee 2017 Tax Act bonus expense (3)
123
 
Labor contract expenses (4)
46
 
Mark-to-market adjustments for bankruptcy obligations27
 25
Other operating charges (credits), net11
 (7)
Total mainline operating special items, net712
 709
Regional operating special items, net3
 13
Total operating special items, net$715
 $722

(1) 

Merger integration costsexpenses included chargescosts related to information technology, professional fees, re-branding of aircraft and airport facilities and training, and in 2016, also included costs related to alignment of labor union contracts professional fees, severance, relocation and training,re-brandingthe launch of aircraft, airport facilities andre-branded uniforms, and share-based compensation related to awards grantedboth of which drove the $241 million year-over-year decrease in connection with the Merger that fully vested in December 2015.

these expenses.

(2) 

Fleet restructuring costsexpenses, driven in part by the Merger, principally included the acceleration of aircraft depreciation impairments, remaining lease payments and lease return costsimpairments for aircraft currentlyand related equipment grounded or expected to be grounded earlier than planned.

(3) 

Regional operating special items, net areEmployee bonus expense included within other regional operating expensescosts related to the $1,000 cash bonus and consisted primarilyassociated payroll taxes granted to mainline employees as of a $24 million charge due to a new pilot labor contract at our Envoy regional subsidiary.

December 31, 2017 in recognition of the 2017 Tax Act.

(4)
Labor contract expenses primarily included one-time charges to adjust the vacation accruals for pilots and flight attendants as a result of the mid-contract pay rate adjustments effective in the second quarter of 2017.

Regional Operating Expenses

Total regional

 Year Ended
December 31,
 Increase
(Decrease)
 Percent
Increase
(Decrease)
 2017 2016 
 (In millions, except percentage changes)
Aircraft fuel and related taxes$1,382
 $1,109
 $273
 24.6
Other5,190
 4,900
 290
 5.9
Total regional operating expenses$6,572
 $6,009
 $563
 9.4
Regional operating expenses decreased $533increased $563 million, or 8.2%9.4%, in 2015 as compared to 2014.2017 from 2016. The year-over-year decreaseincrease was primarily due in part to a $779$273 million, or 38.8%, decrease in fuel costs, offset in part by a $246 million, or 5.4%24.6%, increase in other regional operating expenses.fuel costs. The average price per gallon of fuel decreased 40.9%increased 21.2% to $1.73$1.79 in 20152017 from $2.92$1.48 in 2014. The2016, on a 2.8% increase in consumption. Additionally, other regional operating expenses was principally due to increased flying under capacity purchase agreements.$290 million, or 5.9%, primarily driven by increased capacity. See Note 11(q) to AAG’sAmerican’s Consolidated Financial Statements in Part II, Item 8A8B for further information on regional expenses.



Nonoperating Results

   Year Ended December 31,  Increase
(Decrease)
  Percent
Increase
(Decrease)
 
       2015          2014       
   (In millions, except percentage changes) 

Interest income

  $39  $31  $8   26.0 

Interest expense, net of capitalized interest

   (880  (887  7   (0.8

Other, net

   (747  (181  (566  nm 
  

 

 

  

 

 

  

 

 

  

Total nonoperating expense, net

  $(1,588 $(1,037 $(551  53.1 
  

 

 

  

 

 

  

 

 

  

Our

  
Year Ended
December 31,
 
Increase
(Decrease)
 
Percent
Increase
(Decrease)
  2017 2016 
 (In millions, except percentage changes)
Interest income$215
 $104
 $111
 
nm1

Interest expense, net(988) (906) (82) 9.1
Other, net(15) (59) 44
 (74.5)
Total nonoperating expense, net$(788) $(861) $73
 (8.4)
(1)
Not meaningful.
American’s short-term investments in each period consisted of highly liquid investments that provided relatively nominal returns.

In 2015, other Interest income increased $111 million due to higher interest-bearing related party receivables from American’s parent company, AAG, as well as a 50 basis point increase in average yields in 2017 as compared to 2016.

Interest expense, net increased $82 million, or 9.1%, in 2017 primarily due to higher outstanding debt as a result of aircraft financings associated with American’s fleet renewal program.
Other nonoperating expense, net primarilyin 2017 and 2016 included a $592$22 million and $49 million, respectively, of net special chargecharges associated with debt refinancings and extinguishments.
Income Taxes
American is part of the AAG consolidated income tax return.
In 2017 and 2016, American recorded an income tax provision of $1.3 billion and $1.7 billion, respectively, at an effective rate of approximately 41% and 37%, respectively. This tax provision was substantially non-cash due to write offutilization of American’s NOLs. Substantially all of American’s income before income taxes is attributable to the valueUnited States. At December 31, 2017, American had approximately $10.6 billion of Venezuelan bolivars held by us duefederal NOLs and $3.2 billion of state NOLs, substantially all of which American expects to continued lack of repatriationsbe available in 2018 to reduce future federal and deterioration of economic conditions in Venezuela. We also incurred $159 million of net foreign

currency losses. The foreign currency losses in 2015 were driven primarily by the strengtheningstate taxable income.

As a result of the U.S. dollar relative2017 Tax Act, American recorded a special, non-cash tax provision of $93 million in 2017 to other currencies, principally in Latin American and European markets.

In 2014, other nonoperating expense, net primarily included $114 millionreflect the impact of net foreign currency losses, including a $43 million special charge for Venezuelan foreign currency losses and $56 million of special charges primarily due to early debt extinguishment costs related to the prepayment of our 7.50% senior secured notes and other indebtedness. The foreign currency losses in 2014 were driven primarily by the strengthening of the U.S. dollar relative to other currencies, principally in the Latin American market.

Income Taxes

In 2015, we reversed $3.0 billion of the valuation allowancelower corporate income tax rates on ourits deferred tax assets which resulted inand liabilities. For 2018, American presently expects to recognize a specialnon-cash tax benefit recorded in our consolidated statement of operations.

In 2014, we recorded a $330 million provision for income taxes which included $346 millionat an effective rate of special tax charges. During 2014, we sold our portfolio of fuel hedging contracts that were scheduled to settle on or after June 30, 2014. As a result, a special $330 millionnon-cash tax provision was recorded, which is the tax effect associated with gains recorded in OCI principally in 2009approximately 24% due to a net increasethe reduction in the fair value of our fuel hedging contracts.

corporate tax rate.

See Note 64 to AAG’sAmerican’s Consolidated Financial Statements in Part II, Item 8A8B for additional information on income taxes.

American’s Results of Operations

Results of Operations – 2016 Compared to 2015

American realized net income of $2.8 billion in 2016. This compares to $8.1 billion of net income in 2015, which included a special $3.5 billionnon-cash tax benefit as American reversed the valuation allowance on its deferred tax assets, which include its federal and state NOLs. As a result of the reversal of the valuation allowance, American recorded a $1.7 billion provision for income taxes in 2016, which is substantiallynon-cash due to the utilization of NOLs. Accordingly, amounts reported in 2016 for income tax provision and net income are not comparable to 2015.

American realizedpre-tax income of $4.4 billion and $4.7 billion in 2016 and 2015 respectively. American’s 2016pre-tax income was impacted by a decline in revenues due to lower yields. Salaries, wages and benefits costs were higher in 2016, driven by American’s new labor contracts and the addition of an employee profit sharing program; however, these increases were substantially offset by a year-over-year decline in fuel costs.



Operating Revenues

   Year Ended December 31,   Increase
(Decrease)
  Percent
Increase
(Decrease)
 
         2016               2015          
   (In millions, except percentage changes) 

Mainline passenger

  $27,909   $29,037   $(1,128  (3.9

Regional passenger

   6,670    6,475    195   3.0 

Cargo

   700    760    (60  (7.9

Other

   4,884    4,666    218   4.7 
  

 

 

   

 

 

   

 

 

  

Total operating revenues

  $40,163   $40,938   $(775  (1.9
  

 

 

   

 

 

   

 

 

  

Total operating revenues in 2016 decreased $775 million, or 1.9%, from 2015 driven by lower passenger revenues offset in part by higher other revenue.

  
Year Ended
December 31,
 
Increase
(Decrease)
 
Percent
Increase
(Decrease)
  2016 2015 
 (In millions, except percentage changes)
Mainline passenger$27,909
 $29,037
 $(1,128) (3.9)
Regional passenger6,670
 6,475
 195
 3.0
Cargo700
 760
 (60) (7.9)
Other4,884
 4,666
 218
 4.7
Total operating revenues$40,163
 $40,938
 $(775) (1.9)
Total passenger revenues declined $933 million, or 2.6%, in 2016 from 2015 driven by a decrease in yieldconsolidated passenger yields due to competitive capacity growth, macroeconomic softness outside of the United States and foreign currency weakness.

Cargo revenue decreased $60 million, or 7.9%, in 2016 from 2015 driven primarily by a decrease in domestic and international freight yields.

Other revenue primarily includes revenue associated with American’s loyalty program, baggage fees, ticketing change fees, airport clubs and inflight services. Other revenue increased $218 million, or 4.7%, in 2016 from 2015 driven by an increase in loyalty program revenue. In 2016 and 2015, otherhigher revenues associated with American’s loyalty program. In 2016 and 2015, loyalty program wererevenue was $2.1 billion and $1.9 billion, respectively, of whichrespectively. Of this, $1.9 billion and $1.7 billion respectively, related to the marketing component of mileage sales and other marketing related payments. This year-over-year increase was due to American’s new co-branded credit card agreements which became effective in the third quarter of 2016. See Note 1(i) to American’s Consolidated Financial Statements in Part II, Item 8B for additional information on the loyalty program.

Operating Expenses

   Year Ended
December 31,
   Increase
(Decrease)
  Percent
Increase
(Decrease)
 
       2016           2015        
   (In millions, except percentage changes) 

Aircraft fuel and related taxes

  $5,071   $6,226   $(1,155  (18.5

Salaries, wages and benefits

   10,881    9,514    1,367   14.4 

Maintenance, materials and repairs

   1,834    1,889    (55  (2.9

Other rent and landing fees

   1,772    1,731    41   2.4 

Aircraft rent

   1,203    1,250    (47  (3.8

Selling expenses

   1,323    1,394    (71  (5.0

Depreciation and amortization

   1,525    1,364    161   11.8 

Special items, net

   709    1,051    (342  (32.6

Other

   4,532    4,378    154   3.5 
  

 

 

   

 

 

   

 

 

  

Total mainline operating expenses

   28,850    28,797    53   0.2 

Regional expenses:

       

Fuel

   1,109    1,230    (121  (9.8

Other

   4,900    4,722    178   3.8 
  

 

 

   

 

 

   

 

 

  

Total regional operating expenses

   6,009    5,952    57   1.0 
  

 

 

   

 

 

   

 

 

  

Total operating expenses

  $34,859   $34,749   $110   0.3 
  

 

 

   

 

 

   

 

 

  

payments, respectively.

Total operating expenses were $34.9 billionrevenues in 2016 an increase of $110decreased $775 million, or 0.3%1.9%, from 2015 driven by lower passenger revenues offset in part by higher other revenue as described above.
Mainline Operating Expenses
  
Year Ended
December 31,
 
Increase
(Decrease)
 
Percent
Increase
(Decrease)
  2016 2015 
 (In millions, except percentage changes)
Aircraft fuel and related taxes$5,071
 $6,226
 $(1,155) (18.5)
Salaries, wages and benefits10,881
 9,514
 1,367
 14.4
Maintenance, materials and repairs1,834
 1,889
 (55) (2.9)
Other rent and landing fees1,772
 1,731
 41
 2.4
Aircraft rent1,203
 1,250
 (47) (3.8)
Selling expenses1,323
 1,394
 (71) (5.0)
Depreciation and amortization1,525
 1,364
 161
 11.8
Special items, net709
 1,051
 (342) (32.6)
Other4,532
 4,378
 154
 3.5
Total mainline operating expenses$28,850
 $28,797
 $53
 0.2
Mainline operating expenses increased $53 million, or 0.2%, in 2016 from 2015. The increase in operating expenses was due toprimarily driven by higher salaries, wages and benefits driven bywage rates resulting from new labor contracts and the addition of an employee profit sharing program; however, these costs were substantially offset by a year-over-year decline in fuel costs.

Significant changes in the components of mainline operating expenses are as follows:

Aircraft fuel and related taxes decreased 18.5% primarily due to an 18.2% decrease in the average price per gallon of fuel to $1.41 in 2016 from an average price per gallon of $1.72 in 2015.

Salaries, wages and benefits increased 14.4% primarily due to increased costs associated with new labor contracts and the addition of an employee profit sharing program.



Selling expenses decreased 5.0% primarily due to lower credit card and booking fees.

Depreciation and amortization increased 11.8% primarily due to the effect ofdepreciation related to aircraft purchased aircraft deliveries in connection with American’s fleet renewal program.

In 2016, American took delivery of 55 new mainline aircraft.

Operating Special Items, Net

   Year Ended December 31, 
          2016                  2015         
   (In millions) 

Merger integration costs(1)

  $514  $826 

Fleet restructuring costs(2)

   177   210 

Mark-to-market adjustments for bankruptcy obligations and other

   25   (53

Other operating charges (credits), net

   (7  68 
  

 

 

  

 

 

 

Total mainline operating special items, net

   709   1,051 

Regional operating special items, net(3)

   13   18 
  

 

 

  

 

 

 

Total operating special items, net

  $722  $1,069 
  

 

 

  

 

 

 

 Year Ended December 31,
 2016 2015
 (In millions)
Merger integration expenses (1)
$514
 $826
Fleet restructuring expenses (2)
177
 210
Mark-to-market adjustments for bankruptcy obligations25
 (53)
Other operating charges (credits), net(7) 68
Total mainline operating special items, net709
 1,051
Regional operating special items, net13
 18
Total operating special items, net$722
 $1,069
(1) 

Merger integration costsexpenses included chargescosts related to information technology,re-branding of aircraft, airport facilities and uniforms, alignment of labor union contracts, professional fees, severance, relocation training and severance,training, and, in 2015, also included share-based compensation related to awards granted in connection with the Merger that fully vested in December 2015.

(2) 

Fleet restructuring costsexpenses, driven in part by the Merger, principally included the acceleration of aircraft depreciation, impairments, remaining lease payments and lease return costs for aircraft currentlyand related equipment grounded or expected to be grounded earlier than planned.

(3)

Regional operating special items, net are included within other regional operating expenses and principally related to Merger integration costs.

Regional Operating Expenses

Total regional

 Year Ended
December 31,
 Increase
(Decrease)
 Percent
Increase
(Decrease)
 2016 2015 
 (In millions, except percentage changes)
Aircraft fuel and related taxes$1,109
 $1,230
 $(121) (9.8)
Other4,900
 4,722
 178
 3.8
Total regional operating expenses$6,009
 $5,952
 $57
 1.0
Regional operating expenses increased $57 million, or 1.0%, in 2016 as compared to 2015. The year-over-year increase was primarily due in part to a $178 million, or 3.8%, increase in other regional operating expenses. The increase in other regional operating expenses was primarily driven by increasedan increase in capacity. ThisOffsetting this increase was offset in part by a $121 million, or 9.8%, decrease in fuel costs. The decrease in fuel costs was driven primarily by a 14.5% decline in the average price per gallon of fuel to $1.48 in 2016 from $1.73 in 2015, offset in part by a 5.5% increase in gallons of fuel consumed.consumption. See Note 11(q) to American’s Consolidated Financial Statements in Part II, Item 8B for further information on regional expenses.



Nonoperating Results

   Year Ended
December 31,
  Increase
(Decrease)
  Percent
Increase
(Decrease)
 
       2016          2015       
   (In millions, except percentage changes) 

Interest income

  $104  $49  $55   nm 

Interest expense, net of capitalized interest

   (906  (796  (110  13.8 

Other, net

   (59  (774  715   (92.4
  

 

 

  

 

 

  

 

 

  

Total nonoperating expense, net

  $(861 $(1,521 $660   (43.4
  

 

 

  

 

 

  

 

 

  

  
Year Ended
December 31,
 
Increase
(Decrease)
 
Percent
Increase
(Decrease)
  2016 2015 
 (In millions, except percentage changes)
Interest income$104
 $49
 $55
 nm
Interest expense, net(906) (796) (110) 13.8
Other, net(59) (774) 715
 (92.4)
Total nonoperating expense, net$(861) $(1,521) $660
 (43.4)
American’s short-term investments in each period consisted of highly liquid investments that provided nominal returns. Interest income increased $55 million principally due to higher interest-bearing related party receivables from American’s parent company, AAG, as well as a 50 basis point increase in average yields in 2016 as compared to 2015.

Interest expense, net of capitalized interest increased in 2016 primarily due to issuanceshigher outstanding debt as a result of aircraft-relatedaircraft financings associated with American’s fleet renewal program.

In 2016, other nonoperating expense, net primarily included $49 million of net special charges consisting of debt issuance and extinguishment costs associated with bonddebt refinancings and term loan refinancings. Net foreign currency gains were nominal in 2016.

extinguishments.

In 2015, other nonoperating expense, net primarily included a $592 million special charge to write off all of the value of Venezuelan bolivars held by American due to continued lack of repatriations and deterioration of economic conditions in Venezuela. American also incurred $159 million of net foreign currency losses. The foreign currency losses in 2015 were driven primarily by the strengthening of the U.S. dollar relative to other currencies, principally in Latin American and European markets.

Income Taxes

American is part of the AAG consolidated income tax return.
In 2016, American recorded aan income tax provision of $1.7 billion provision for income taxes at an effective rate of approximately 37%, which was substantiallynon-cash as American utilized its due to American’s utilization of NOLs. Substantially all of American’s income before income taxes iswas attributable to the United States. At December 31, 2016, American had approximately $11.3 billion of gross NOLs to reduce future federal taxable income, substantially all of which are expected to be available for use in 2017.

In 2015, American reversed $3.5 billion of the valuation allowance on its deferred tax assets, which resulted in a specialnon-cash tax benefit recorded in American’s consolidated statement of operations.

See Note 4 to American’s Consolidated Financial Statements in Part II, Item 8B for additional information on income taxes.

Results of Operations – 2015 Compared to 2014

American realized net income of $8.1 billion in 2015, which included a special $3.5 billionnon-cash tax benefit as American reversed the valuation allowance on its deferred tax assets, which include its federal and state NOLs. American realized net income of $2.9 billion in 2014. As a result of the valuation allowance reversal, amounts reported in 2015 for income tax benefit and net income are not comparable to 2014.

American realizedpre-tax income of $4.7 billion and $3.3 billion in 2015 and 2014, respectively. American’s 2015pre-tax income was impacted by substantially lower fuel costs in 2015 as compared to 2014, offset in part by a decline in revenues driven by lower yields.

Operating Revenues

   Year Ended
December 31,
   Increase
(Decrease)
  Percent
Increase
(Decrease)
 
       2015           2014        
   (In millions, except percentage changes) 

Mainline passenger

  $29,037   $30,802   $(1,765  (5.7

Regional passenger

   6,475    6,322    153   2.4 

Cargo

   760    875    (115  (13.1

Other

   4,666    4,677    (11  (0.2
  

 

 

   

 

 

   

 

 

  

Total operating revenues

  $40,938   $42,676   $(1,738  (4.1
  

 

 

   

 

 

   

 

 

  

Total operating revenues in 2015 decreased $1.7 billion, or 4.1%, from 2014 principally driven by lower passenger revenues.

Total passenger revenues declined $1.6 billion, or 4.3%, in 2015 from 2014 driven by a decrease in yield due to competitive growth in certain domestic markets, including Dallas/Fort Worth, international weakness resulting from foreign currency devaluation relative to the U.S. dollar, lower fuel surcharges and economic softness in Latin America, particularly in Brazil and Venezuela.

Cargo revenue decreased $115 million, or 13.1%, in 2015 from 2014 driven primarily by a decrease in international freight yields.

Other revenue primarily includes revenue associated with American’s loyalty program, baggage fees, ticketing change fees, airport clubs and inflight services. In 2015 and 2014, other revenues associated with American’s loyalty program were $1.9 billion and $1.9 billion, respectively, of which $1.7 billion and $1.6 billion, respectively, related to the marketing component of mileage sales and other marketing related payments. See Note 1(i) to American’s Consolidated Financial Statements in Part II, Item 8B for additional information on the loyalty program.

Operating Expenses

   Year Ended
December 31,
   Increase
(Decrease)
  Percent
Increase
(Decrease)
 
       2015           2014        
   (In millions, except percentage changes) 

Aircraft fuel and related taxes

  $6,226   $10,592   $(4,366  (41.2

Salaries, wages and benefits

   9,514    8,499    1,015   11.9 

Maintenance, materials and repairs

   1,889    2,051    (162  (7.9

Other rent and landing fees

   1,731    1,727    4   0.2 

Aircraft rent

   1,250    1,250        

Selling expenses

   1,394    1,544    (150  (9.8

Depreciation and amortization

   1,364    1,301    63   4.8 

Special items, net

   1,051    783    268   34.2 

Other

   4,378    4,186    192   4.6 
  

 

 

   

 

 

   

 

 

  

Total mainline operating expenses

   28,797    31,933    (3,136  (9.8

Regional expenses:

       

Fuel

   1,230    2,009    (779  (38.8

Other

   4,722    4,468    254   5.7 
  

 

 

   

 

 

   

 

 

  

Total regional operating expenses

   5,952    6,477    (525  (8.1
  

 

 

   

 

 

   

 

 

  

Total operating expenses

  $34,749   $38,410   $(3,661  (9.5
  

 

 

   

 

 

   

 

 

  

Total operating expenses were $34.7 billion in 2015, a decrease of $3.7 billion, or 9.5%, from 2014. The decrease in operating expenses was primarily due to substantially lower aircraft fuel costs, offset in part by higher salaries, wages and benefits driven by new labor contracts.

Significant changes in the components of mainline operating expenses are as follows:

Aircraft fuel and related taxes decreased 41.2% primarily due to a 40.7% decrease in the average price per gallon of fuel to $1.72 in 2015 from an average price per gallon of $2.91 in 2014.

Salaries, wages and benefits increased 11.9% primarily due to increased costs associated with new pilot, flight attendant and customer service and reservation agent joint collective bargaining agreements.

Maintenance, materials and repairs decreased 7.9% primarily due to fewer engine overhauls in 2015, driven by American’s fleet renewal program.

Selling expenses decreased 9.8% primarily due to lower contractually negotiated rates for certain commissions and booking fees as well as lower revenues in 2015.

Operating Special Items, Net

   Year Ended December 31, 
           2015                  2014         
   (In millions) 

Merger integration costs(1)

  $826  $732 

Fleet restructuring costs(2)

   210   88 

Mark-to-market adjustments for bankruptcy obligations and other

   (53  60 

Net gain on slot transactions

      (265

Charge to revise estimates of certain aircraft residual values

      81 

Other operating charges, net

   68   87 
  

 

 

  

 

 

 

Total mainline operating special items, net

   1,051   783 

Regional operating special items, net(3)

   18   5 
  

 

 

  

 

 

 

Total operating special items, net

  $1,069  $788 
  

 

 

  

 

 

 

(1)

Merger integration costs included charges related to information technology, alignment of labor union contracts, professional fees, severance, relocation and training,re-branding of aircraft, airport facilities and uniforms and share-based compensation related to awards granted in connection with the Merger that fully vested in December 2015.

(2)

Fleet restructuring costs included the acceleration of aircraft depreciation, impairments, remaining lease payments and lease return costs for aircraft currently grounded or expected to be grounded earlier than planned.

(3)

Regional operating special items, net are included within other regional operating expenses and principally related to Merger integration costs.

Regional Operating Expenses

Total regional expenses decreased $525 million, or 8.1%, in 2015 as compared to 2014. The year-over-year decrease was primarily due to a $779 million, or 38.8%, decrease in fuel costs, offset in part by a $254 million, or 5.7%, increase in other regional operating expenses. The average price per gallon of fuel decreased 40.9% to $1.73 in 2015 from $2.92 in 2014. The increase in other regional operating expenses was principally due to increased flying under capacity purchase agreements. See Note 1 to American’s Consolidated Financial Statements in Part II, Item 8B for further information on regional expenses.

Nonoperating Results

   Year Ended
December 31,
  Increase
(Decrease)
  Percent
Increase
(Decrease)
 
       2015          2014       
   (In millions, except percentage changes) 

Interest income

  $49  $32  $17   51.7 

Interest expense, net of capitalized interest

   (796  (847  51   (6.1

Other, net

   (774  (183  (591  nm 
  

 

 

  

 

 

  

 

 

  

Total nonoperating expense, net

  $(1,521 $(998 $(523  52.4 
  

 

 

  

 

 

  

 

 

  

American’s short-term investments in each period consisted of highly liquid investments that provided nominal returns.

In 2015, other nonoperating expense, net primarily included a $592 million special charge to write off all of the value of Venezuelan bolivars held by American due to continued lack of repatriations and deterioration of economic conditions in Venezuela. American also incurred $159 million of net foreign currency losses. The foreign currency losses in 2015 were driven primarily by the strengthening of the U.S. dollar relative to other currencies, principally in Latin American and European markets.

In 2014, other nonoperating expense, net primarily included $114 million of net foreign currency losses, including a $43 million special charge for Venezuelan foreign currency losses and $56 million of special charges primarily due to early debt extinguishment costs related to the prepayment of American’s 7.50% senior secured notes and other indebtedness. The foreign currency losses in 2014 were driven primarily by the strengthening of the U.S. dollar relative to other currencies, principally in the Latin American market.

Income Taxes

In 2015, American reversed $3.5 billion of the valuation allowance on its deferred tax assets, which resulted in a specialnon-cash tax benefit recorded in American’s consolidated statement of operations.

In 2014, American recorded a $320 million provision for income taxes, which included $344 million of special tax charges. During 2014, American sold its portfolio of fuel hedging contracts that were scheduled to settle on or after June 30, 2014. As a result, a special $328 millionnon-cash tax provision was recorded, which is the tax effect associated with gains recorded in OCI principally in 2009 due to a net increase in the fair value of American’s fuel hedging contracts.

See Note 4 to American’s Consolidated Financial Statements in Part II, Item 8B for additional information on income taxes.

Liquidity and Capital Resources

Liquidity

As of December 31, 2016,2017, AAG had approximately $8.8$7.6 billion in total available liquidity and $638$318 million in restricted cash and short-term investments. Additional detail of our available liquidity is provided in the table below (in millions):

   AAG   American 
   December 31,   December 31, 
   2016   2015   2016   2015 

Cash

  $322   $390   $310   $364 

Short-term investments.

   6,037    5,864    6,034    5,862 

Undrawn revolving credit facilities

   2,425    2,425    2,425    2,425 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total available liquidity

  $8,784   $8,679   $8,769   $8,651 
  

 

 

   

 

 

   

 

 

   

 

 

 

 AAG American
 December 31, December 31,
 2017 2016 2017 2016
Cash$295
 $322
 $287
 $310
Short-term investments4,771
 6,037
 4,768
 6,034
Undrawn revolving credit facilities2,500
 2,425
 2,500
 2,425
Total available liquidity$7,566
 $8,784
 $7,555
 $8,769


Share Repurchase Programs
Since July 2014, our Board of Directors has approved six share repurchase programs aggregating $11.0 billion of authority. As of December 31, 2017, $450 million remained unused under a repurchase program that expires on December 31, 2018. Share repurchases under our repurchase programs may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades or accelerated share repurchase transactions. Any such repurchases will be made from time to time subject to market and economic conditions, applicable legal requirements and other relevant factors. We are not obligated to repurchase any specific number of shares and our repurchase of common stock may be limited, suspended or discontinued at any time at our discretion.
During the year ended December 31, 2017, we repurchased 33.9 million shares of AAG common stock for $1.6 billion at a weighted average cost per share of $45.68. Since the inception of our share repurchase programs in July 2014 through December 31, 2017, we have repurchased 262.3 million shares of AAG common stock for $10.6 billion at a weighted average cost per share of $40.22.
Cash Dividends
Our Board of Directors declared the following cash dividends during 2017:
Period Per share For stockholders of record as of Payable on 
Total
(millions)
First Quarter $0.10
 February 13, 2017 February 27, 2017 $51
Second Quarter 0.10
 May 16, 2017 May 30, 2017 50
Third Quarter 0.10
 August 14, 2017 August 28, 2017 49
Fourth Quarter 0.10
 November 13, 2017 November 27, 2017 48
Total $0.40
     $198
In January 2018, we announced that our Board of Directors declared a $0.10 per share dividend for stockholders of record on February 6, 2018, and payable on February 20, 2018.
Any future dividends that may be declared and paid from time to time will be subject to market and economic conditions, applicable legal requirements and other relevant factors. We are not obligated to continue a dividend for any fixed period, and the payment of dividends may be suspended at any time at our discretion.
Sources and Uses of Cash
AAG
2017 Compared to 2016

AAG

Operating Activities
Our net cash provided by operating activities was $4.7 billion and American

$6.5 billion in 2017 and 2016, respectively, a year-over-year decrease of $1.8 billion. This decrease in operating cash flows from 2017 to 2016 was primarily due to lower profitability in 2017 driven by higher fuel costs and wage rates, which were offset in part by higher revenues.

Investing Activities
Our net cash used in investing activities was $3.6 billion and $5.7 billion in 2017 and 2016, respectively.
Our principal investing activities in 2017 included expenditures of $6.0 billion for property and equipment, including 20 Airbus A321 aircraft, 20 Boeing 737-800 aircraft, 16 Embraer E175 aircraft, 13 Boeing 787 Family aircraft and four Boeing 737-8 MAX aircraft. We also made a $203 million equity investment in China Southern Airlines. These cash outflows were offset in part by $1.3 billion in net sales of short-term investments, $947 million of net proceeds from the sale of property and equipment, primarily representing cash proceeds from aircraft sale-leaseback transactions, and a $319 million decrease in restricted cash and short-term investments.
Our principal investing activities in 2016 included expenditures of $5.7 billion for property and equipment, including 25 Airbus A321 aircraft, 24 Embraer E175 aircraft, 20 Boeing 737-800 aircraft, 18 Bombardier CRJ 900 aircraft, eight Boeing 787 aircraft and two Boeing 777 aircraft.


Financing Activities
Our net cash used in financing activities was $1.1 billion and $894 million in 2017 and 2016, respectively.
Our principal financing activities in 2017 included net proceeds of $3.1 billion from the issuance of debt, including the issuance of $2.0 billion of EETCs and $1.0 billion borrowed in connection with the financing of certain aircraft. These cash inflows were offset in part by $2.3 billion in debt repayments, $1.6 billion in share repurchases and $198 million in dividend payments.
Our principal financing activities in 2016 included net proceeds of $7.7 billion from the issuance of debt, including the issuance of $2.8 billion of EETCs, $2.3 billion provided under the April 2016 and December 2016 Term Loan Facilities and $1.8 billion borrowed in connection with the financing of certain aircraft. These cash inflows were offset in part by $4.5 billion in share repurchases, $3.8 billion in debt repayments, including the repayment of $588 million and $970 million in remaining principal of the 2013 Citicorp Credit Facility Tranche B-2 and Tranche B-1 term loans, respectively, and $224 million in dividend payments.
2016 Compared to 2015

Operating Activities

AAG’s

Our net cash provided by operating activities was $6.5 billion and $6.2 billion in 2016 and 2015, respectively. While AAG’s profitability was lower in 2016 as compared to 2015, cash provided by operating activities increased $275 million driven by certain payments received related to our newco-branded credit card agreements that became effective in the third quarter of 2016.
Investing Activities
Our net cash used in investing activities was $5.7 billion and $5.6 billion in 2016 and 2015, respectively.
Our principal investing activities in 2016 included expenditures of $5.7 billion for property and equipment, including 25 Airbus A321 aircraft, 24 Embraer E175 aircraft, 20 Boeing 737-800 aircraft, 18 Bombardier CRJ 900 aircraft, eight Boeing 787 aircraft and two Boeing 777 aircraft.
Our principal investing activities in 2015 included expenditures of $6.2 billion for property and equipment, including 38 Airbus A320 family aircraft, 24 Embraer E175 aircraft, 20 Bombardier CRJ 900 aircraft, 17 Boeing 737-800 aircraft, 13 Boeing 787 aircraft and two Boeing 777 aircraft and the purchase of five Boeing 757 aircraft previously being leased

. These cash outflows were offset in part by $391 million in net sales of short-term investments.

Financing Activities
Our net cash used in financing activities was $894 million and $1.3 billion in 2016 and 2015, respectively.
Our principal financing activities in 2016 included net proceeds of $7.7 billion from the issuance of debt, including the issuance of $2.8 billion of EETCs, $2.3 billion provided under the April 2016 and December 2016 Term Loan Facilities and $1.8 billion borrowed in connection with the financing of certain aircraft. These cash inflows were offset in part by $4.5 billion in share repurchases, $3.8 billion in debt repayments, including the repayment of $588 million and $970 million in remaining principal of the 2013 Citicorp Credit Facility Tranche B-2 and Tranche B-1 term loans, respectively, and $224 million in dividend payments.
Our principal financing activities in 2015 included net proceeds of $5.0 billion from the issuance of debt, including the issuance of $2.3 billion of EETCs, $500 million of 4.625% senior notes and $1.9 billion borrowed in connection with the financing of certain aircraft. These cash inflows were offset in part by $3.8 billion in share repurchases, $2.2 billion in debt repayments, including the $400 million repayment of the AAdvantage loan with Citibank, and $278 million in dividend payments.


American
2017 Compared to 2016
Operating Activities
American’s net cash provided by operating activities was $2.9 billion and $1.8 billion in 2017 and 2016, respectively, a year-over-year increase of $1.1 billion. AAG has the ability to move funds freely between its subsidiaries to support its cash requirements. The increase in operating cash flows from 2017 to 2016 was primarily due to a decrease in intercompany cash transfers from American to AAG. This increase in operating cash flows was offset in part by lower profitability in 2017 driven by higher fuel costs and wage rates, which were offset in part by higher revenues.
Investing Activities
American’s net cash used in investing activities was $3.6 billion and $5.6 billion in 2017 and 2016, respectively.
American’s principal investing activities in 2017 included expenditures of $5.9 billion for property and equipment, including 20 Airbus A321 aircraft, 20 Boeing 737-800 aircraft, 16 Embraer E175 aircraft, 13 Boeing 787 Family aircraft and four Boeing 737-8 MAX aircraft. American also made a $203 million equity investment in China Southern Airlines. These cash outflows were offset in part by $1.3 billion in net sales of short-term investments, $922 million of net proceeds from the sale of property and equipment, primarily representing cash proceeds from aircraft sale-leaseback transactions, and a $319 million decrease in restricted cash and short-term investments.
American’s principal investing activities in 2016 included expenditures of $5.7 billion for property and equipment, including 25 Airbus A321 aircraft, 24 Embraer E175 aircraft, 20 Boeing 737-800 aircraft, 18 Bombardier CRJ 900 aircraft, eight Boeing 787 aircraft and two Boeing 777 aircraft.
Financing Activities
American’s net cash provided by financing activities was $668 million and $3.8 billion in 2017 and 2016, respectively.
American’s principal financing activities in 2017 included net proceeds of $3.1 billion from the issuance of debt, including the issuance of $2.0 billion of EETCs and $1.0 billion borrowed in connection with the financing of certain aircraft. These cash inflows were offset in part by $2.3 billion in debt repayments.
American’s principal financing activities in 2016 included net proceeds of $7.7 billion from the issuance of debt, including the issuance of $2.8 billion of EETCs, $2.3 billion provided under the April 2016 and December 2016 Term Loan Facilities and $1.8 billion borrowed in connection with the financing of certain aircraft. These cash inflows were offset in part by $3.8 billion in debt repayments, including the repayment of $588 million and $970 million in remaining principal of the 2013 Citicorp Credit Facility Tranche B-2 and Tranche B-1 term loans, respectively.
2016 Compared to 2015
Operating Activities
American’s net cash provided by operating activities was $1.8 billion and $2.6 billion in 2016 and 2015, respectively, a year-over-year decrease of $837 million. We haveAAG has the ability to move funds freely between ourits subsidiaries to support ourits cash requirements. The decline in American’s operating cash flows from 2016 to 2015 was primarily due to intercompany transfers of cash from American to AAG in order to fund higher share repurchases in 2016. Additionally, in 2015, American’s operating cash flows included the proceeds from the $500 million issuance of AAG’s 4.625% senior notes, which also contributed to the year-over-year decline in operating cash flows. These declines were offset in part by the cashcertain payments received related to American’s co-branded credit card agreements discussed above.

that became effective in the third quarter of 2016.

Investing Activities

AAG’s net cash used in investing activities was $5.7 billion and $5.6 billion in 2016 and 2015, respectively.

American’s net cash used in investing activities was $5.6 billion in each of 2016 and 2015.

AAG and

American’s principal investing activities in 2016 each included expenditures of $5.7 billion for property and equipment, primarily 97 newly delivered aircraft, including 25 Airbus A321 aircraft, 24 Embraer 175E175 aircraft, 20 Boeing737-800 aircraft, 18 Bombardier CRJ900CRJ 900 aircraft, eight Boeing 787 aircraft and two Boeing 777 aircraft. We also had net purchases of $149 million of short-term investments.

AAG and

American’s principal investing activities in 2015 included expenditures of $6.2 billion and $6.1 billion respectively, for property and equipment, primarily 114 newly delivered aircraft and eight spare engines, including 38 Airbus A320 family aircraft, 24 Embraer 175E175 aircraft, 20 Bombardier CRJ900CRJ 900 aircraft, 17 Boeing737-800 aircraft, 13


Boeing 787 aircraft and two Boeing 777 aircraft and the purchase of five Boeing 757 aircraft previously being leased. These cash outflows were offset in part by $391 million in net sales of short-term investments.investments

.

Financing Activities

AAG’s net cash used in financing activities was $894 million and $1.3 billion in 2016 and 2015, respectively.

American’s net cash provided by financing activities was $3.8 billion and $2.4 billion in 2016 and 2015, respectively.

respectivelyAAG and .

American’s principal financing activities in 2016 each included net proceeds of $7.7 billion from the issuance of debt, including the issuance of $2.8 billion issuance of EETCs, by American, the $2.3 billion provided under the April 2016 and December 2016 CreditTerm Loan Facilities the issuance of $844 million of special facility revenue refunding bonds related to JFK and an additional $1.8 billion borrowed in connection with the financing of certain aircraft. These cash inflows were offset in part by debt repayments of $3.8 billion by AAG and American, primarilyin debt repayments, including the repayment of approximately $588 million and $970 million in remaining principal of the 2013 Citicorp Credit Facility TrancheB-2 and TrancheB-1 term loans, respectively and the refunding of approximately $1.0 billion of special facility revenue bonds related to JFK. In addition, AAG had cash outflows of $4.5 billion in share repurchases and $224 million in dividend payments.

AAG and .

American’s principal financing activities in 2015 included net proceeds of $4.5 billion from the issuance of debt, of $5.0 billion and $4.5 billion, respectively, including the $2.3 billion issuance of EETCs by American, the $500 million issuance of 4.625% senior notes by AAG and other aircraft-related financings. These cash inflows were offset in part by debt repayments of $2.2 billion by AAG and American, including the $400 million repayment of American’s AAdvantage loan with Citibank. In addition, AAG had cash outflows of $3.8 billion in share repurchases and $278 million in dividend payments.

2015 Compared to 2014

Operating Activities

AAG’s net cash provided by operating activities was $6.2 billion and $3.1 billion in 2015 and 2014, respectively. The increase was primarily due to increased profitability driven by substantially lower fuel costs. In addition, a decrease in pension contributions from $810 million in 2014 to $6 million in 2015 contributed to increased operating cash flows. Our 2015 profitability was negatively affected by a $592 million charge to write off all of the value of Venezuelan bolivars held by us due to continued lack of repatriations and deterioration of economic conditions in Venezuela.

American’s net cash provided by operating activities was $2.6 billion in each of 2015 and 2014. Cash flows were generated from increased profitability, driven by substantially lower fuel costs and a decrease in pension contributions, which were offset in part by American’s funding of AAG’s share repurchase activities. American’s 2015 profitability was negatively affected by a $592 million charge to write off all of the value of Venezuelan bolivars held by American due to continued lack of repatriations and deterioration of economic conditions in Venezuela.

Investing Activities

Net cash used in investing activities was $5.6 billion and $2.9 billion in 2015 and 2014, respectively, for both AAG and American.

AAG and American’s principal investing activities in 2015 included expenditures of $6.2 billion and $6.1 billion, respectively, for property and equipment, primarily 114 newly delivered aircraft and eight spare engines, including 38 Airbus A320 family aircraft, 24 Embraer 175 aircraft, 20 Bombardier CRJ900 aircraft, 17 Boeing737-800 aircraft, 13 Boeing 787 aircraft and two Boeing 777 aircraft and five Boeing 757 aircraft previously being leased. These cash outflows were offset in part by $391 million in net sales of short-term investments.

AAG and American’s principal investing activities in 2014 each included expenditures of $5.3 billion for property and equipment, primarily 70 newly delivered aircraft, including 25 Airbus A320 family aircraft, 20 Boeing737-800 aircraft, 16 Bombardier CRJ900 aircraft, six Boeing 777 aircraft, and three Airbus A330 aircraft, the purchase of aircraft previously leased, including nine Airbus A320 family aircraft, three Airbus A330 aircraft and three Boeing 777 aircraft, as well aspre-delivery deposits for certain aircraft on order. These cash outflows were offset in part by $1.8 billion in net sales of short-term investments and $307 million in proceeds from the sale of DCA slots.

Financing Activities

AAG’s net cash used in financing activities was $1.3 billion and $315 million in 2015 and 2014, respectively. American’s net cash provided by financing activities was $2.4 billion and $143 million in 2015 and 2014, respectively.

AAG and American’s principal financing activities in 2015 included proceeds from the issuance of debt of $5.0 billion and $4.5 billion, respectively, including the $2.3 billion issuance of EETCs by American, the $500 million issuance of 4.625% senior notes by AAG and other aircraft-related financings. These cash inflows were offset$1.9 billion borrowed in part by debt repayments of $2.2 billion by AAG and American, including the $400 million repayment of American’s AAdvantage loanconnection with Citibank. In addition, AAG had cash outflows of $3.8 billion in share repurchases and $278 million in dividend payments.

AAG and American’s principal financing activities in 2014 included proceeds from the issuance of debt of $3.3 billion and $2.6 billion, respectively, including the $1.5 billion issuance of EETCs by American, $1.5 billion of proceeds from the issuance of the 5.50% senior notes by AAG and the term

loan under the 2014 Credit Facilities, as well as $811 million of proceeds from sale-leaseback transactions related to the financing of 20 Boeing737-800certain aircraft. These cash inflows were offset in part by $2.2 billion in debt repayments, of $3.1 billion by AAG and $3.0 billion by American, including the $1.0 billion prepayment$400 million repayment of American’s 7.50% senior secured notesthe AAdvantage loan with Citibank.

Collateral-Related Covenants
Certain of our debt financing agreements contain loan to value ratio covenants and require us to appraise the related collateral annually. Pursuant to such agreements, if the loan to value ratio exceeds a specified threshold, we are required, as applicable, to pledge additional qualifying collateral (which in some cases may include cash collateral), or pay down such financing, in whole or in part. As of December 31, 2017, we were in compliance with the collateral coverage tests for the 2013 Credit Facilities, the 2014 Credit Facilities, the April 2016 Credit Facilities and the $366 million prepaymentDecember 2016 Credit Facilities as of certain airport facility revenue bonds. In addition, AAG had cash outflows of $1.1 billionthe most recent measurement dates. For further information regarding our collateral-related covenants, see Note 5 to AAG’s Consolidated Financial Statements in share repurchasesPart II, Item 8A and $144 millionNote 3 to American’s Consolidated Financial Statements in dividend payments.

Part II, Item 8B.

Credit Ratings

The following table details ourAAG and American’s credit ratings as of December 31, 2016:

2017:
 S&P
Local Issuer
Credit
Current Rating
Fitch
Issuer Default
Credit Rating
Moody’s
Corporate
Family Rating

AAG

S&P Local Issuer Credit RatingBB-
Fitch Issuer Default Credit RatingBB-
Moody’s Corporate Family Rating (1)
Ba3

American.

 BB-BB-*

*

(1)
This rating is for AAG only. The credit agency does not rate this category for this entity.

American.

A decrease in our credit ratings could cause our borrowing costs to increase, which would increase our interest expense and could affect our net income, and our credit ratings could adversely affect our ability to obtain additional financing. If our financial performance or industry conditions worsen, we may face future downgrades, which could negatively impact our borrowing costs and the prices of our equity or debt securities. In addition, any downgrade of our credit ratings may indicate a decline in our business and in our ability to satisfy our obligations under our indebtedness.

Commitments

For further information regarding our commitments, see the Notes to AAG’s Consolidated Financial Statements in Part II, Item 8A and the Notes to American’s Consolidated Financial Statements in Part II, Item 8B at the referenced footnotes below.

 AAG  American

Long-term debt and debt covenants

Note 5  Note 3

Employee benefit plans.

plansNote 9  Note 7

Commitments, contingencies and guarantees

Note 11  Note 9



Off-Balance Sheet Arrangements

Anoff-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.

We have nooff-balance sheet arrangements of the types described in the first three categories above that we believe may have a material current or future effect on financial condition, liquidity or results of operations. Certain guarantees that we do not expect to have a material current or future effect on our financial condition, liquidity or results of operations are disclosed in Note 11 to AAG’s Consolidated Financial Statements included in Part II, Item 8A and Note 9 to American’s Consolidated Financial Statements in Part II, Item 8B.

Special Facility Revenue Bonds

We guarantee the payment of principal and interest of certain special facility revenue bonds issued by municipalities primarily to build or improve airport facilities and purchase equipment which are leased to us. Under such leases, we are required to make rental payments through 2035, sufficient to pay maturing principal and interest payments on the related bonds. As of December 31, 2016, the remaining lease payments guaranteeing the principal and interest on these bonds are $605 million, which are accounted for as operating leases.

Pass-Through Trusts

We have financed certain aircraft and engines with EETCs, issued by pass-through trusts. These trusts areoff-balance sheet entities, the primary purpose of which is to finance the acquisition of flight equipment. Rather than finance each aircraft separately when such aircraft is purchased, delivered or refinanced, these trusts allow American to raise the financing for a number of aircraft at one time and, if applicable, place such funds in escrow pending a future purchase, delivery or refinancing of the relevant aircraft. The trusts werehave also been structured to provide for certain credit enhancements, such as liquidity facilities to cover certain interest payments, that reduce the risks to the purchasers of the trust certificates and, as a result, reduce the cost of aircraft financing to American.

Each trust covers a set number of aircraft scheduled to be delivered or refinanced upon the issuance of the EETC or within a specific period of time thereafter. At the time of each covered aircraft financing, the relevant trust used the proceeds of the issuance of the EETC (which may have been available at the time of issuance thereof or held in escrow until financing of the applicable aircraft following its delivery) to purchase equipment notes relating to the financed aircraft. The equipment notes are issued, at American’s election, in connection with a mortgage financing of the aircraft or, in certain cases, by a separate owner trust in connection with a leveraged lease financing of the aircraft. In the case of a leveraged lease financing, the owner trust then leases the aircraft to American. In both cases, the equipment notes are secured by a security interest in the aircraft. The pass-through trust certificates are not direct obligations of, nor are they guaranteed by, AAG or American. However, in the case of mortgage financings, the equipment notes issued to the trusts are direct obligations of American and, in certain instances, have been guaranteed by AAG. As of December 31, 2016, $10.92017, $11.9 billion associated with these mortgage financings is reflected as debt in the accompanying consolidated balance sheet.

With respect to leveraged leases, American evaluated whether the leases had characteristics of a variable interest entity. American concluded the leasing entities met the criteria for variable interest entities. American generally is not the primary beneficiary of the leasing entities if the lease terms are consistent with market terms at the inception of the lease and do not include a residual value guarantee, fixed-price purchase option or similar feature that obligates American to absorb decreases in value or entitles American to participate in increases in the value of the aircraft. American does not provide residual value guarantees to the bondholders or equity participants in the trusts. Some leases have a fair market value or a fixed price purchase option that allows American to purchase the aircraft at or near the end of the lease term. However, the option price approximates an estimate of the aircraft’s fair value at the option date. Under this feature, American does not participate in any increases in the value of the aircraft. American concluded it is not the primary beneficiary under these arrangements. Therefore, American accounts for the majority of its EETC leveraged lease financings as operating leases. American’s total future obligations to the trusts of each of the relevant EETCs under these leveraged lease financings are $1.5 billion$572 million as of December 31, 2016.

2017.

Letters of Credit and Other
We provide financial assurance, such as letters of credit, surety bonds or restricted cash and investments, to primarily support projected workers’ compensation obligations and airport commitments. As of December 31, 2017, we had $448 million of letters of credit and surety bonds securing various obligations, of which $88 million is collateralized with our restricted cash. The letters of credit and surety bonds that are subject to expiration will expire on various dates through 2022.


Contractual Obligations

The following table provides details of our future cash contractual obligations as of December 31, 2016.2017. The table does not include commitments that are contingent on events or other factors that are uncertain or unknown at this time.

  Payments Due by Period 
  2017  2018  2019  2020  2021  2022 and
Thereafter
  Total 

American(1)

     

Debt and capital lease obligations(2),(4) (See Note 3)

 $1,899  $1,954  $2,008  $3,416  $2,679  $10,837  $22,793 

Interest obligations(3),(4)

  913   879   814   703   566   1,572   5,447 

Aircraft and engine purchase commitments(5) (See Note 9)

  4,064   2,192   3,113   3,133   2,948   2,553   18,003 

Operating lease commitments(6) (See Note 9)

  2,242   2,010   1,813   1,638   1,213   3,785   12,701 

Regional capacity purchase agreements(7) (See Note 9)

  1,710   1,421   1,283   1,048   855   2,738   9,055 

Minimum pension obligations(8) (See Note 7)

  279   62   1,136   800   793   3,082   6,152 

Retiree medical and other postretirement benefits and other obligations(8) (See Note 7 and Note 9)

  483   388   229   126   98   320   1,644 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total American Contractual Obligations

 $11,590  $8,906  $10,396  $10,864  $9,152  $24,887  $75,795 

AAG Parent and Other AAG Subsidiaries(1)

     

Debt and capital lease obligations(2) (See Note 5)

 $  $500  $750  $506  $2  $22  $1,780 

Interest obligations(3)

  97   82   67   14   2   8   270 

Operating lease commitments

  8   6   2   1   1   8   26 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total AAG Contractual Obligations

 $11,695  $9,494  $11,215  $11,385  $9,157  $24,925  $77,871 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 Payments Due by Period
 2018 2019 2020 2021 2022 2023 and Thereafter Total
American (a)
         
Debt and capital lease obligations (b) (d)
(See Note 3)
$2,098
 $2,118
 $3,563
 $2,854
 $1,286
 $11,602
 $23,521
Interest obligations (c) (d)
966
 904
 788
 658
 535
 1,409
 5,260
Aircraft and engine purchase
commitments (e) (See Note 9)
1,826
 2,730
 2,730
 2,858
 2,138
 1,482
 13,764
Operating lease commitments (f)
(See Note 9)
2,178
 1,966
 1,776
 1,331
 1,155
 3,253
 11,659
Regional capacity purchase agreements (g) (See Note 9)
1,457
 1,311
 1,063
 866
 699
 2,073
 7,469
Minimum pension obligations (h)
(See Note 7)
464
 890
 484
 495
 581
 1,476
 4,390
Retiree medical and other postretirement benefits (See Note 7)96
 92
 80
 75
 70
 314
 727
Other purchase obligations (i) (See Note 9)
2,036
 1,405
 894
 956
 9
 2
 5,302
Total American Contractual Obligations$11,121
 $11,416
 $11,378
 $10,093
 $6,473
 $21,611
 $72,092
              
AAG Parent and Other AAG Subsidiaries (a)
             
Debt and capital lease obligations (b)
(See Note 5)
$500
 $750
 $506
 $2
 $2
 $20
 $1,780
Interest obligations (c)
82
 67
 14
 2
 2
 6
 173
Minimum pension obligations (h)
(See Note 9)
3
 4
 3
 3
 4
 15
 32
Operating lease commitments17
 8
 8
 8
 4
 13
 58
Total AAG Contractual Obligations$11,723
 $12,245
 $11,909
 $10,108
 $6,485
 $21,665
 $74,135
(1)(a) 

For additional information, see the Notes to AAG’s and American’s Consolidated Financial Statements in Part II, Items 8A and 8B referenced in the table above.

(2)(b) 

Amounts represent contractual amounts due. Excludes $216$227 million and $13$236 million of unamortized debt discount, debt premium and debt issuance costs as of December 31, 20162017 for American and AAG, respectively.

(3)(c) 

For variable-rate debt, future interest obligations are estimated using the current forward rates at December 31, 2016.

2017.

(4)(d) 

Includes $10.9$11.9 billion of future principal payments and $2.6$2.7 billion of future interest payments, respectively, as of December 31, 2016,2017, related to EETCs associated with mortgage financings for the purchase of certain aircraft.

(5)(e) 

See Part I, Item 2. Properties – “Aircraft“Aircraft and Engine Purchase Commitments” for additional information about the firm commitment aircraft delivery schedule.

(6)(f) 

Includes $1.5 billion$572 million of future minimum lease payments related to EETC leverage leasedleveraged lease financings of certain aircraft as of December 31, 2016.

2017.

(7)(g) 

Represents minimum payments under capacity purchase agreements with third-party regional carriers. These commitments are estimates of costs based on assumed minimum levels of flying under the capacity purchase agreements and our actual payments could differ materially.



(8)(h) 

Includes minimum pension contributions based on actuarially determined estimates and retiree medical and other postretirement benefit payments and is based on estimated payments through 2026.2027. The total expected pension contribution of $279$467 million in 20172018 assumes a supplemental contribution of $254$425 million in addition to the $25$42 million minimum required contribution. See Note 9 to AAG’s Consolidated Financial Statements in Part II, Item 8A

(i)
Includes purchase commitments for jet fuel, facility construction projects and Note 7 to American’s Consolidated Financial Statements in Part II, Item 8B for additional information on our minimum pension obligations.

technology support.

Capital Raising Activity and Other Possible Actions

In light of our significant financial commitments related to, among other things, new aircraft, and the servicing and amortization of existing debt and equipment leasing arrangements, and future pension funding obligations, we and our subsidiaries will regularly consider, and enter into negotiations related to, capital raising activity, which may include the entry into leasing transactions and future issuances of secured or unsecured debt obligations or additional equity securities in public or private offerings or otherwise. The cash available from operations and these sources, however, may not be sufficient to cover cash contractual 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 military actions, terrorism, disease outbreaks or natural disasters could reduce the demand for air travel, which would reduce the amount of cash generated by operations. 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, or due to an increase in the cost of fuel, maintenance, or aircraft, aircraft engines or parts, could decrease the amount of cash available to cover cash contractual obligations. Moreover, certain of our financing arrangements contain significant minimum cash balance requirements. As a result, we cannot use all of our available cash to fund operations, capital expenditures and cash obligations without violating these requirements. See Note 5 to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 3 to American’s Consolidated Financial Statements in Part II, Item 8B for information regarding our financing arrangements.

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 or lease 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.

Our Board of Directors has from time to time authorized programs to repurchase shares of our common stock, one of which is currently in effect, and may authorize additional share repurchase programs in the future.
OTHER INFORMATION

Basis of Presentation

See Note 1 to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 1 to American’s Consolidated Financial Statements in Part II, Item 8B for information regarding the basis of presentation.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with 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. We believe our estimates and assumptions are reasonable; however, actual results could differ from those estimates. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and could potentially result in materially different results under

different assumptions and conditions. We have identified the following critical accounting policies that impact the preparation of our consolidated financial statements. See the “Basis of Presentation and Summary of Significant Accounting Policies” included in Note 1 to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 1 to American’s Consolidated Financial Statements in Part II, Item 8B for additional discussion of the application of these estimates and other accounting policies.

Passenger Revenue

Passenger revenue is recognized when transportation is provided. Ticket sales for transportation that has not yet been provided are initially deferred and recorded as air traffic liability on the consolidated balance sheets. The air traffic liability represents tickets sold for future travel dates and estimated future refunds and exchanges of tickets sold for past travel dates. The balance in the air traffic liability fluctuates throughout the year based on seasonal travel patterns and fare sale activity.patterns. Our air traffic liability was $3.9$4.0 billion and $3.7$3.9 billion as of December 31, 2017 and 2016, and 2015, respectively.

The majority of tickets sold are nonrefundable. A small percentage of tickets, some of which are partially used tickets, expire unused. Due to complex pricing structures, refund and exchange policies, and interline agreements with other airlines, certain amounts are recognized in passenger revenue using estimates regarding both the timing of the revenue recognition


and the amount of revenue to be recognized. These estimates are generally based on the analysis of our historical data. We and other airline industry participants have consistently applied this accounting method to estimate revenue from forfeited tickets at the date of travel. Estimated future refunds and exchanges included in the air traffic liability are routinely evaluated based on subsequent activity to validate the accuracy of our estimates. Any adjustments resulting from periodic evaluations of the estimated air traffic liability are included in passenger revenue during the period in which the evaluations are completed.

Loyalty Program

We currently operate the loyalty program, AAdvantage. This program awards mileage credits to passengers who fly on American, anyoneworld airline or other partner airlines, or by using the services of other program participants, such as the Citi and Barclaycard USco-branded credit cards, hotels and car rental companies. Mileage credits can be redeemed for travel on American or other participating partner airlines.

We useThrough December 31, 2017, we used the incremental cost method to account for the portion of our loyalty program liability incurred when AAdvantage members earn mileage credits by flying on American, anyoneworld airline or other partner airlines. We have an obligation to provide future travel when these mileage credits are redeemed and therefore have recorded a liability for mileage credits outstanding.

The incremental cost liability includes all mileage credits, even mileage credits for members whose account balances have not yet reached the minimum level required to redeem an award. Mileage credits are subject to expiration. The liability for outstanding mileage credits is valued based on the estimated incremental cost of carrying one additional passenger. The estimated incremental cost primarily includes unit costs incurred for fuel, food and insurance as well as fees incurred when travel awards are redeemed on partner airlines. In calculating the liability, we estimate how many mileage credits will never be redeemed for travel and exclude those mileage credits from the estimate of the liability. Estimates are also made for the number of miles that will be used per award redemption and the number of travel awards that will be redeemed on partner airlines. These costs and estimates are based on our historical program experience as well as consideration of enacted program changes, as applicable. Changes in the liability resulting from members earning additional mileage credits or changes in estimates are recorded in the consolidated statements of operations as a part of passenger revenue.

As of December 31, 20162017 and 2015,2016, the liability for outstanding mileage credits accounted for under the incremental cost method was $669$677 million and $657$669 million, respectively, and is included on the consolidated balance sheets within loyalty program liability.

A change to certain estimates used in the calculation of incremental cost could have a material impact on the liability. A one percentage point increase or decrease in the percentage of travel awards redeemed on partner airlines would have an approximate $38 million impact on the liability as of December 31, 2016.2017. A 10% increase or decrease in the assumed price per gallon of fuel would have an approximate $9$11 million impact on the liability as of December 31, 2016.

Additionally, we applied the acquisition method of accounting in connection with the Merger in December 2013 and recorded a liability for outstanding US Airways’ mileage credits at fair value, an amount significantly in excess of incremental cost. At December 31, 2016, all the mileage credits associated with this liability have been recognized in passenger revenue. At December 31, 2015, this liability was $296 million and was included on the consolidated balance sheet within the loyalty program liability.

2017.

We also sell loyalty program mileage credits to participating airline partners andnon-airline business partners.partners, such as the Citi and Barclaycard US co-branded credit cards. Sales of mileage credits tonon-airline business partners is comprised of two components, transportation and marketing. We account for mileage sales under our agreements withnon-airline business partners in accordance with Accounting Standards Update (ASU)No. 2009-13, “Revenue Recognition (Topic 605) – Multiple-Deliverable–Multiple-Deliverable Revenue Arrangements.” In accordance with Topic 605,ASU 2009-13, we allocate the consideration received from the sale of mileage credits based on the relative selling price of each product or service delivered.

In 2016, American entered into new

As a result of our co-branded credit card program agreements with Citi and Barclaycard US. WeUS that we entered into in 2016, we identified the following revenue elements in theseco-branded credit card agreements: the transportation component; and the use of the American brand including access to loyalty program member lists, advertising and other travel related benefits (collectively, the marketing component).

The transportation component represents the estimated selling price of future travel awards and is determined using historical transaction information, including information related to customer redemption patterns. The transportation component is deferred based on its relative selling price and is amortized into passenger revenue on a straight-line basis over the period in which the mileage credits are expected to be redeemed for travel. As of December 31, 20162017 and 2015,2016, we had $2.1 billion and $1.5 billion, respectively, in deferred revenue from the sale of mileage credits recorded within loyalty program liability on our consolidated balance sheets.

A change to certain estimates used in the allocation of consideration received from the sale of mileage credits could have a material impact on the liability. A 10% increase or decrease in the relative selling price of the transportation component would have an approximate $81$87 million impact on the liability as of December 31, 2016.

2017.



The services under the marketing component are provided periodically, but no less than monthly. Accordingly, the marketing component is considered earned and recognized in other revenues in the period of the mileage sale. For the years ended December 31, 2017, 2016 2015 and 2014,2015, the marketing component of mileage sales and other marketing related payments included in other revenues was approximately $2.2 billion, $1.9 billion and $1.7 billion, and $1.6 billion, respectively.

Effective January 1, 2018, we are adopting ASU 2014-09: Revenue from Contracts with Customers (Topic 606). See Recent Accounting Pronouncements below for further discussion.
Long-lived Assets

Long-lived assets consist of flight equipment, as well as other fixed assets and finite-lived intangible assets such as certain domestic airport slots, customer relationships, marketing agreements,

tradenames and airport gate leasehold rights. In addition to the original cost, the recorded value of our fixed assets is impacted by a number of estimates made, including estimated useful lives, salvage values and our determination as to whether aircraft are temporarily or permanently grounded. Finite-lived intangible assets are originally recorded at their acquired fair values and are subsequently amortized over their estimated useful lives. See Note 1 to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 1 to American’s Consolidated Financial Statements in Part II, Item 8B for further information.

We recordassess impairment charges on long-lived assets used in operations when events and circumstances indicate that the assets may be impaired. An asset or group of assets is considered impaired when the undiscounted cash flows estimated to be generated by the assets are less than the carrying amount of the assets and the net book value of the assets exceeds their estimated fair value.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Estimates of fair value represent management’s best estimate based on appraisals, industry trends and reference to market rates and transactions.

The majority of American’s fleet types are depreciated over25-30 years. It is possible that the ultimate lives of our aircraft will be significantly different than the current estimate due to unforeseen events in the future that impact our fleet plan, including positive or negative developments in the areas described above. For example, operating the aircraft for a longer period will result in higher maintenance, fuel and other operating costs than if we replaced the aircraft.

Goodwill and Indefinite-lived Assets

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired and liabilities assumed. Goodwill is not amortized but assessed for impairment annually on October 1st or more frequently if events or circumstances indicate that goodwill may be impaired. We have one consolidated reporting unit.

Indefinite-lived intangible assets other than goodwill include certain domestic airport slots at our hubs and international slots and route authorities. Indefinite-lived intangible assets are not amortized but instead are assessed for impairment annually on October 1st or more frequently if events or circumstances indicate that the asset may be impaired.

Goodwill and indefinite-lived intangible assets are measuredassessed for impairment by initially performing a qualitative assessment. Under the qualitative approach, we analyze the following factors, among others, to determine if events and circumstances have affected the fair value of goodwill and indefinite-lived intangible assets: (1) negative trends in our market capitalization, (2) an increase in fuel prices, (3) declining per mile passenger yields, (4) lower passenger demand as a result of a weakened U.S. and global economy and (5) changes to the regulatory environment.

If we determine that it is more likely than not that the asset value may be impaired, we use the quantitative approach to assess the asset’s fair value and the amount of the impairment. Under the quantitative approach, we calculate the fair value of the asset using the following assumptions: (1) our projected revenues, expenses and cash flows, (2) an estimated weighted average cost of capital, (3) assumed discount rates depending on the asset, (4) a tax rate and (5) market prices for comparable assets. These assumptions are consistent with those which hypothetical market participants would use. If the asset’s carrying value exceeds its fair value calculated using the quantitative approach, we will record an impairment charge for the difference in fair value and carrying value.

Based upon our annual assessment, there were no impairments of our goodwill and indefinite-lived assets in 2016.

2017.



Pensions and Retiree Medical and Other Postretirement Benefits

We recognize the funded status (i.e., the difference between the fair value of plan assets and the projected benefit obligations) of our pension and retiree medical and other postretirement benefits plans in the consolidated balance sheets with a corresponding adjustment to accumulated other comprehensive income (loss).

Our pension and retiree medical and other postretirement benefits costs and liabilities are calculated using various actuarial assumptions and methodologies. We use certain assumptions including, but not limited to, the selection of the: (i)(1) discount rate; (ii)(2) expected return on plan assets; (iii)(3) expected health care cost trend rate and (iv)(4) the estimated age of pilot retirement (as discussed below). These assumptions as of December 31 were:

   2016   2015 

Pension weighted average discount rate(1)

   4.30   4.70

Retiree medical and other postretirement benefits weighted average discount rate (1)

   4.10   4.42

Expected rate of return on plan assets(2)

   8.00   8.00

Weighted average health care cost trend rate assumed for next year(3):

    

Initial

   4.25   5.21

Ultimate (2024)

   3.77   4.56

Pilot Retirement Age

   62    62 

 2017 2016
Pension weighted average discount rate (1)
3.80% 4.30%
Retiree medical and other postretirement benefits weighted average discount rate (1)
3.60% 4.10%
Expected rate of return on plan assets (2)
8.00% 8.00%
Weighted average health care cost trend rate assumed for next year (3):
   
Initial4.19% 4.25%
Ultimate (2025)3.76% 3.77%
Pilot Retirement Age62
 62
(1) 

When establishing our discount rate to measure our obligations, we match high quality corporate bonds available in the marketplace whose cash flows approximate our projected benefit disbursements. Lowering the discount rate by 50 basis points as of December 31, 20162017 would increase our pension and retiree medical and other postretirement benefits obligations by approximately $1.2$1.3 billion and $44$46 million, respectively, and increase both estimated 20172018 pension expense by $4 million and decrease estimated 20172018 retiree medical and other postretirement benefits expense by less than $1 million.

(2) 

The expected rate of return on plan assets is based upon an evaluation of our historical trends and experience, taking into account current and expected market conditions and our target asset allocation of 30% U.S. stocks, 22% developed international stocks, 20% long duration corporate and U.S. government/agency bonds, 20% alternative (private) investments and 8% emerging market stocks. The expected rate of return on plan assets component of our net periodic benefit cost is calculated based on the fair value of plan assets and our target asset allocation. Lowering the expected long-term rate of return on plan assets by 50 basis points as of December 31, 20162017 would increase estimated 20172018 pension expense and retiree medical and other postretirement benefits expense by approximately $51$57 million and $1 million, respectively.

(3) 

The assumed health care cost trend rate is based upon an evaluation of our historical trends and experience, taking into account current and expected market conditions. Increasing the assumed health care cost trend rate by 100 basis points would increase estimated 20172018 retiree medical and other postretirement benefits expense by $5 million.

During 2016,2017, we reviewed and revised certain economic and demographic assumptions including the pension and retiree medical and other postretirement benefits discount rates and health care cost and trend rates. The net effect of changing these assumptions for the pension plans resulted in an increase of $1.2 billion in the projected benefit obligation at December 31, 2017. The net effect of changing these assumptions for retiree medical and other postretirement benefits plans resulted in an increase of $45 million in the projected benefit obligation at December 31, 2017. We also revised our mortality assumptions to incorporate the new mortality improvement scale issued by the Society of Actuaries. This resulted in a decrease in the projected benefit obligations of our pension and retiree medical and other postretirement benefits plans of $146$114 million and $5$8 million, respectively. We also reviewed and revised certain other economic and demographic assumptions including the pension and retiree medical and other postretirement benefits discount rates

and health care cost and trend rates. The net effect of changing these assumptions for the pension plans resulted in an increase of $891 million in the projected benefit obligation at December 31, 2016. The net effect of changing these assumptions for retiree medical and other postretirement benefits plans resulted in a decrease of $65 million in the projected benefit obligation at December 31, 2016.

See Note 9 to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 7 to American’s Consolidated Financial Statements in Part II, Item 8B for additional information regarding our employee benefit plans.



Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are recorded net as noncurrent deferred income taxes.

We provide a valuation allowance for our deferred tax assets when it is more likely than not that some portion, or all of our deferred tax assets, will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. 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 projectionsassessment of future profitability, including risks associated with remaining Merger integration activities as well as other conditions which are beyond our control, such as the health of the economy, the level and volatility of fuel prices and travel demand.

In connection with the preparation of our financial statements at the end of 2015, we determined that after considering all positive and negative evidence, including the completion of certain critical Merger integration milestones as well as our financial performance, it was more likely than not that substantially all of our deferred income tax assets, which include our NOLs, would be realized. Accordingly, we reversed $3.0 billion of the valuation allowance as of December 31, 2015, which resulted in a specialnon-cash tax benefit recorded in the consolidated statement of operations for 2015.

Recent Accounting Pronouncements

Revenue

In May 2014,

Standards Effective for 2018 Reporting Periods
Effective January 1, 2018, we are adopting the Financial Accounting Standards Board (FASB) issued accounting pronouncements described below. The adoption and related required disclosures will be reported in our first quarter 2018 Quarterly Report on Form 10-Q.
ASU2014-09, “Revenue 2014-09: Revenue from Contracts with Customers (Topic 606).” ASU2014-09 completes the joint effort by the FASB and International Accounting Standards Board (IASB) to improve financial reporting by creating common revenue recognition guidance for GAAP and International Financial Reporting Standards (IFRS). Subsequently, the FASB has issued several additional ASUs to clarify the implementation. (the New Revenue Standard)
The new revenue standardNew Revenue Standard applies to all companies that enter into contracts with customers to transfer goods or services and is effective for public entities for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted; however, we currently expect to adoptservices. We are adopting the new revenue standard effective January 1, 2018. Entities have the choice to apply the new revenue standard either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying the new revenue standard at the date of initial application and not adjusting comparative information. We currently expect to adopt the new revenue standardNew Revenue Standard using the full retrospective method.

We are stillmethod, which results in the processrecast of evaluating how theeach prior reporting period presented.

The adoption of the new revenue standardNew Revenue Standard will impact our consolidated financial statements. We currently expect that the new revenue standard will

materially impact our liabilityaccounting for outstanding mileage credits earned through travel by AAdvantage loyalty program members when flying on American. Wemembers. There is no change in accounting for sales of mileage credits to co-branded card or other partners as those are currently usereported in accordance with the New Revenue Standard. Through December 31, 2017, we used the incremental cost method to account for thisthe portion of our loyalty program liability which values theserelated to mileage credits earned through travel, which were valued based on the estimated incremental cost of carrying one additional passenger (see Note 1 (i) Loyalty Program to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 1 (i) Loyalty Program to American’s Consolidated Financial Statements in Part II, Item 8B)above). The new revenue standard will requireNew Revenue Standard requires us to change our policy to the deferred revenue method and apply a relative selling price approach whereby a portion of each passenger ticket sale attributable to mileage credits earned will beis deferred and recognized in passenger revenue upon future mileage redemption. The carrying value of the earned mileage credits recognized in loyalty program liability is expected to be materially greater under the relative selling price approachdeferred revenue method than the value attributed to these mileage credits under the incremental cost method.

The new revenue standardNew Revenue Standard will also require us to reclassifycertain reclassifications, principally the reclassification of certain ancillary feesrevenues previously classified and reported as other revenue to passenger revenue and as applicable to cargo revenue. Additionally, the New Revenue Standard requires a gross presentation on the face of our statement of operations for certain revenues and expenses that had previously been presented on a net basis.
See recast 2017 statement of operations and balance sheet data presented below for the expected effects of adoption.
ASU 2017-07: Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (the New Retirement Standard)
The New Retirement Standard requires all components of our net periodic benefit cost (income), with the exception of service cost, previously reported within operating expenses as salaries, wages and benefits, to be reclassified and reported within nonoperating income (expense). The New Retirement Standard is required to be applied retrospectively, which results in the recast of each prior reporting period presented. The adoption of the New Retirement Standard has no impact on pre-tax income or net income reported. See recast 2017 statement of operations data presented below for the expected effects of adoption.


ASU 2016-01: Financial Instruments - Overall (Subtopic 825-10)
This ASU makes several modifications to Subtopic 825-10, including the elimination of the available-for-sale classification of equity investments, and it requires equity investments with readily determinable fair values to be measured at fair value with changes in fair value recognized in net income. This standard is applied prospectively as of the beginning of the year of adoption. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.
ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash
This ASU requires that the change in total cash, cash at beginning of period and cash at end of period on the statement of cash flows include restricted cash and restricted cash equivalents and also requires companies who report cash and restricted cash separately on the balance sheet to reconcile those amounts to the statement of cash flows. This standard is required to be applied retrospectively, which results in the recast of each prior reporting period statement of cash flows presented. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.
Impacts to 2017 Results
The expected effects of adoption of the New Revenue Standard and New Retirement Standard to our statement of operations for the twelve months ended December 31, 2017 are currently included within other operating revenue.

Leases

In February 2016,as follows:

   New Revenue Standard New Retirement Standard  
 As Reported Deferred Revenue Method Reclassifications Reclassifications As Recast
Operating revenues:         
    Passenger$36,133
 $311
 $2,687
 $
 $39,131
    Cargo800
 
 90
 
 890
    Other5,274
 
 (2,673) 
 2,601
    Total operating revenues42,207
 311
 104
 
 42,622
    Total operating expenses38,149
 
 104
 138
 38,391
Operating income4,058
 311
 
 (138) 4,231
    Total nonoperating expense, net(974) 
 
 138
 (836)
Income before income taxes3,084
 311
 
 
 3,395
Income tax provision (1)
1,165
 948
 
 
 2,113
Net income$1,919
 $(637) $
 $
 $1,282
Diluted earnings per common share$3.90
       $2.61
(1)
The adjustment to the 2017 income tax provision includes an $830 million special charge to reduce our deferred tax asset associated with loyalty program liabilities as a result of the 2017 Tax Act enacted in December 2017 that reduced the federal corporate income tax rate from 35% to 21%.
The expected effects of adoption of the FASB issued New Revenue Standard to our December 31, 2017 balance sheet are as follows:
 As Reported New Revenue Standard As Recast
Deferred tax asset$427
 $1,389
 $1,816
Air traffic liability3,978
 64
 4,042
Current loyalty program liability2,791
 384
 3,175
Noncurrent loyalty program liability
 5,647
 5,647
Total stockholders’ equity (deficit)3,926
 (4,706) (780)


Standards Effective for 2019 Reporting Periods
ASU2016-02, “Leases 2016-02: Leases (Topic 842).” ASU2016-02 (the New Lease Standard)
The New Lease Standard requires lessees to recognize a lease liability and aright-of-use asset on the balance sheet and aligns many of the underlying principles of the new lessor model with those in Accounting Standards Codification Topic 606,the New Revenue from Contracts with Customers. ASU2016-02Standard. The New Lease Standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We expect we will adopt the New Lease Standard effective January 1, 2019. Entities are required to adopt the new lease standardNew Lease Standard using a modified retrospective approach, which results in the recast of each prior reporting period presented, for all leases existing at or commencing after the date of initial application with an option to use certain practical expedients. We are currently evaluating how the adoption of the new lease standardNew Lease Standard will impact our consolidated financial statements. Interpretations areon-going and could have a material impact on our implementation. Currently, we expect that the adoption of the new lease standardNew Lease Standard will have a material impact on our consolidated balance sheet due to the recognition ofright-of-use assets and lease liabilities principally for certain leases currently accounted for as operating leases.

See Note 1 to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 1 to American’s Consolidated Financial Statements in Part II, Item 8B for further information on recent accounting pronouncements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The risk inherent in our market risk sensitive instruments and positions is the potential loss arising from adverse changes in the price of fuel, foreign currency exchange rates and interest rates as discussed below. The sensitivity analyses presented do not consider the effects that such adverse changes may have on overall economic activity, nor do they consider additional actions we may take to mitigate our exposure to such changes. Therefore, actual results may differ. See Note 7 to AAG’s Consolidated Financial Statements in Part II, Item 8A and Note 5 to American’s Consolidated Financial Statements in Part II, Item 8B for additional discussion regarding risk management matters.

Aircraft Fuel

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 airlines, even a relatively small increase or decrease in the price of fuel can have a material effect on our costs and liquidity. Jet fuel market prices have fluctuated substantially over the past several years with market spot prices ranging from a low of approximately $0.80 per gallon to a high of approximately $3.34$2.00 per gallon during the period from January 1, 20122015 to December 31, 2016.

2017.

As of December 31, 2016,2017, we did not have any fuel hedging contracts outstanding to hedge our fuel consumption. 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. Our current policy is not to enter into transactions to hedge our fuel consumption, although we review that policy from time to time based on market conditions and other factors. Our 2017Based on our 2018 forecasted mainline and regional fuel consumption, is approximately 4.3 billion gallons, and based on this forecast,we estimate that a one cent per gallon increase in aviation fuel price would result in a $43 million increase inour 2018 annual expense.

fuel expense by $45 million.

Foreign Currency

We are exposed to the effect of foreign exchange rate fluctuations on the U.S. dollar value of foreign currency-denominated operating revenues and expenses. Our largest exposure comes from the British pound, Euro, Canadian dollar and various Latin American currencies, primarily the Brazilian real. We do not currently have a foreign currency hedge program. A uniform 10% relative strengthening in the value of the U.S. dollar from 20162017 levels relative to each of the currencies in which we have foreign currency exposure would have resulted in an increasea decrease in total nonoperating expense, netoperating income of approximately $193$203 million for the year ended December 31, 2016, and does not address any exposure to foreign currency held on our consolidated balance sheet.

2017.

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, as well as any further delays, 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” for additional discussion of this and other currency risks.



Interest

Our earnings and cash flow are also 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 investments, and our interest expense from variable-rate debt instruments.

investments.

Our largest exposure with respect to variable rate debt comes from changes in the London Interbank Offered Rate (LIBOR).LIBOR. We had variable rate debt instruments representing approximately 40% of our total long-term debt at December 31, 2016 for both AAG and American.2017. We currently do not have an interest rate hedge program. If annual interest rates had increasedincrease 100 basis points, in 2016,based on our December 31, 2017 variable-rate debt and short-term investments balances, annual interest expense on variable-ratevariable rate debt for 2016 would have increasedincrease by approximately $96$95 million and annual interest income on short-term investments would increase by approximately $51 million. Additionally, the fair value of fixed-rate debt would have decreased by approximately $708$691 million for AAG and $668$664 million for American at December 31, 2016.

American.


ITEM 8A. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF AMERICAN AIRLINES GROUP INC.

Report of Independent Registered Public Accounting Firm

The

To the Stockholders and Board of Directors and Stockholders

American Airlines Group Inc.:


Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of American Airlines Group Inc. and subsidiaries (the Company) as of December 31, 20162017 and 2015, and2016, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity (deficit) for each of the years in the three-year period ended December 31, 2016. 2017, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 21, 2018 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of American Airlines Group Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2016, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 22, 2017 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/    KPMG LLP


We have served as the Company’s auditor since 2014.
Dallas, Texas

February 22, 2017

21, 2018



AMERICAN AIRLINES GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except shares and per share amounts)

   Year Ended December 31, 
   2016  2015  2014 

Operating revenues:

  

Mainline passenger

  $27,909  $29,037  $30,802 

Regional passenger

   6,670   6,475   6,322 

Cargo

   700   760   875 

Other

   4,901   4,718   4,651 
  

 

 

  

 

 

  

 

 

 

Total operating revenues

   40,180   40,990   42,650 

Operating expenses:

    

Aircraft fuel and related taxes

   5,071   6,226   10,592 

Salaries, wages and benefits

   10,890   9,524   8,508 

Regional expenses

   6,044   5,983   6,516 

Maintenance, materials and repairs

   1,834   1,889   2,051 

Other rent and landing fees

   1,772   1,731   1,727 

Aircraft rent

   1,203   1,250   1,250 

Selling expenses

   1,323   1,394   1,544 

Depreciation and amortization

   1,525   1,364   1,295 

Special items, net

   709   1,051   800 

Other

   4,525   4,374   4,118 
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   34,896   34,786   38,401 
  

 

 

  

 

 

  

 

 

 

Operating income

   5,284   6,204   4,249 

Nonoperating income (expense):

    

Interest income

   63   39   31 

Interest expense, net of capitalized interest

   (991  (880  (887

Other, net

   (57  (747  (181
  

 

 

  

 

 

  

 

 

 

Total nonoperating expense, net

   (985  (1,588  (1,037
  

 

 

  

 

 

  

 

 

 

Income before income taxes

   4,299   4,616   3,212 

Income tax provision (benefit)

   1,623   (2,994  330 
  

 

 

  

 

 

  

 

 

 

Net income

  $2,676  $7,610  $2,882 
  

 

 

  

 

 

  

 

 

 

Earnings per common share:

    

Basic

  $4.85  $11.39  $4.02 

Diluted

  $4.81  $11.07  $3.93 

Weighted average shares outstanding (in thousands):

    

Basic

   552,308   668,393   717,456 

Diluted

   556,099   687,355   734,016 

Cash dividends declared per common share

  $0.40  $0.40  $0.20 

 Year Ended December 31,
 2017 2016 2015
Operating revenues: 
Mainline passenger$29,238
 $27,909
 $29,037
Regional passenger6,895
 6,670
 6,475
Cargo800
 700
 760
Other5,274
 4,901
 4,718
Total operating revenues42,207
 40,180
 40,990
Operating expenses:     
Aircraft fuel and related taxes6,128
 5,071
 6,226
Salaries, wages and benefits11,816
 10,890
 9,524
Regional expenses6,546
 6,044
 5,983
Maintenance, materials and repairs1,959
 1,834
 1,889
Other rent and landing fees1,806
 1,772
 1,731
Aircraft rent1,197
 1,203
 1,250
Selling expenses1,477
 1,323
 1,394
Depreciation and amortization1,702
 1,525
 1,364
Special items, net712
 709
 1,051
Other4,806
 4,525
 4,374
Total operating expenses38,149
 34,896
 34,786
Operating income4,058
 5,284
 6,204
Nonoperating income (expense):     
Interest income94
 63
 39
Interest expense, net(1,053) (991) (880)
Other, net(15) (57) (747)
Total nonoperating expense, net(974) (985) (1,588)
Income before income taxes3,084
 4,299
 4,616
Income tax provision (benefit)1,165
 1,623
 (2,994)
Net income$1,919
 $2,676
 $7,610
      
Earnings per common share:     
Basic$3.92
 $4.85
 $11.39
Diluted$3.90
 $4.81
 $11.07
Weighted average shares outstanding (in thousands):     
Basic489,164
 552,308
 668,393
Diluted491,692
 556,099
 687,355
Cash dividends declared per common share$0.40
 $0.40
 $0.40
See accompanying notes to consolidated financial statements.



AMERICAN AIRLINES GROUP INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

   Year Ended December 31, 
   2016  2015  2014 

Net income

  $2,676  $7,610  $2,882 

Other comprehensive income (loss), net of tax:

    

Pension, retiree medical and other postretirement benefits:

    

Amortization of actuarial loss and prior service cost

   (65  (108  (163

Current year change

   (293  (51  (2,633

Derivative financial instruments:

    

Change in fair value

         (54

Reclassification into earnings

      (9  (4

Unrealized gain (loss) on investments:

    

Net change in value

   7   (5  (3

Reversal ofnon-cash tax benefit

         330 
  

 

 

  

 

 

  

 

 

 

Total other comprehensive loss, net of tax

   (351  (173  (2,527
  

 

 

  

 

 

  

 

 

 

Total comprehensive income

  $2,325  $7,437  $355 
  

 

 

  

 

 

  

 

 

 

 Year Ended December 31,
 2017 2016 2015
Net income$1,919
 $2,676
 $7,610
Other comprehensive income (loss), net of tax:     
Pension, retiree medical and other postretirement benefits:     
Amortization of actuarial loss and prior service cost(55) (65) (108)
Current year change(15) (293) (51)
Investments and derivative financial instruments(1) 7
 (14)
Total other comprehensive loss, net of tax(71) (351) (173)
Total comprehensive income$1,848
 $2,325
 $7,437
See accompanying notes to consolidated financial statements.



AMERICAN AIRLINES GROUP INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except shares and par value)

   December 31, 
   2016  2015 

ASSETS

  

Current assets

   

Cash

  $322  $390 

Short-term investments

   6,037   5,864 

Restricted cash and short-term investments

   638   695 

Accounts receivable, net

   1,594   1,425 

Aircraft fuel, spare parts and supplies, net

   1,094   863 

Prepaid expenses and other

   639   748 
  

 

 

  

 

 

 

Total current assets

   10,324   9,985 

Operating property and equipment

   

Flight equipment

   37,028   33,185 

Ground property and equipment

   7,116   6,402 

Equipment purchase deposits

   1,209   1,067 
  

 

 

  

 

 

 

Total property and equipment, at cost

   45,353   40,654 

Less accumulated depreciation and amortization

   (14,194  (13,144
  

 

 

  

 

 

 

Total property and equipment, net

   31,159   27,510 

Other assets

   

Goodwill

   4,091   4,091 

Intangibles, net of accumulated amortization of $578 and $502, respectively

   2,173   2,249 

Deferred tax asset

   1,498   2,477 

Other assets

   2,029   2,103 
  

 

 

  

 

 

 

Total other assets

   9,791   10,920 
  

 

 

  

 

 

 

Total assets

  $51,274  $48,415 
  

 

 

  

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

   

Current liabilities

   

Current maturities of long-term debt and capital leases

  $1,855  $2,231 

Accounts payable

   1,592   1,563 

Accrued salaries and wages

   1,516   1,205 

Air traffic liability

   3,912   3,747 

Loyalty program liability

   2,789   2,525 

Other accrued liabilities

   2,208   2,334 
  

 

 

  

 

 

 

Total current liabilities

   13,872   13,605 

Noncurrent liabilities

   

Long-term debt and capital leases, net of current maturities

   22,489   18,330 

Pension and postretirement benefits

   7,842   7,450 

Deferred gains and credits, net

   526   667 

Other liabilities

   2,760   2,728 
  

 

 

  

 

 

 

Total noncurrent liabilities

   33,617   29,175 

Commitments and contingencies (Note 11)

   

Stockholders’ equity

   

Common stock, $0.01 par value; 1,750,000,000 shares authorized, 507,294,153 shares issued and outstanding at December 31, 2016; 624,622,381 shares issued and outstanding at December 31, 2015

   5   6 

Additionalpaid-in capital

   7,223   11,591 

Accumulated other comprehensive loss

   (5,083  (4,732

Retained earnings (deficit)

   1,640   (1,230
  

 

 

  

 

 

 

Total stockholders’ equity

   3,785   5,635 
  

 

 

  

 

 

 

Total liabilities and stockholders’ equity

  $51,274  $48,415 
  

 

 

  

 

 

 

 December 31,
 2017 2016
ASSETS 
Current assets   
Cash$295
 $322
Short-term investments4,771
 6,037
Restricted cash and short-term investments318
 638
Accounts receivable, net1,752
 1,594
Aircraft fuel, spare parts and supplies, net1,359
 1,094
Prepaid expenses and other651
 639
Total current assets9,146
 10,324
Operating property and equipment   
Flight equipment40,318
 37,028
Ground property and equipment8,267
 7,116
Equipment purchase deposits1,217
 1,209
Total property and equipment, at cost49,802
 45,353
Less accumulated depreciation and amortization(15,646) (14,194)
Total property and equipment, net34,156
 31,159
Other assets   
Goodwill4,091
 4,091
Intangibles, net of accumulated amortization of $622 and $578, respectively2,203
 2,173
Deferred tax asset427
 1,498
Other assets1,373
 2,029
Total other assets8,094
 9,791
Total assets$51,396
 $51,274
    
LIABILITIES AND STOCKHOLDERS’ EQUITY   
Current liabilities   
Current maturities of long-term debt and capital leases$2,554
 $1,855
Accounts payable1,688
 1,592
Accrued salaries and wages1,672
 1,516
Air traffic liability3,978
 3,912
Loyalty program liability2,791
 2,789
Other accrued liabilities2,281
 2,208
Total current liabilities14,964
 13,872
Noncurrent liabilities   
Long-term debt and capital leases, net of current maturities22,511
 22,489
Pension and postretirement benefits7,497
 7,842
Other liabilities2,498
 3,286
Total noncurrent liabilities32,506
 33,617
Commitments and contingencies (Note 11)
 
Stockholders’ equity   
Common stock, $0.01 par value; 1,750,000,000 shares authorized, 475,507,887 shares issued and outstanding at December 31, 2017; 507,294,153 shares issued and outstanding at December 31, 20165
 5
Additional paid-in capital5,714
 7,223
Accumulated other comprehensive loss(5,154) (5,083)
Retained earnings3,361
 1,640
Total stockholders’ equity3,926
 3,785
Total liabilities and stockholders’ equity$51,396
 $51,274
See accompanying notes to consolidated financial statements.



AMERICAN AIRLINES GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

   December 31, 
   2016  2015  2014 

Cash flows from operating activities:

    

Net income

  $2,676  $7,610  $2,882 

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

   1,818   1,609   1,513 

Debt discount and lease amortization

   (119  (122  (171

Special items,non-cash

   270   273   52 

Pension and postretirement

   (68  (193  (163

Deferred income tax provision (benefit)

   1,611   (3,014  346 

Share-based compensation

   100   284   304 

Other, net

   (18  (12  3 

Changes in operating assets and liabilities:

    

Decrease (increase) in accounts receivable

   (160  352   (160

Increase in other assets

   (184  (27  (168

Increase in accounts payable and accrued liabilities

   307   173   110 

Increase (decrease) in air traffic liability

   164   (505  (97

Increase (decrease) in loyalty program liability

   264   (295  (229

Contributions to pension plans

   (32  (6  (810

Increase (decrease) in other liabilities

   (105  122   (332
  

 

 

  

 

 

  

 

 

 

Net cash provided by operating activities

   6,524   6,249   3,080 

Cash flows from investing activities:

    

Capital expenditures and aircraft purchase deposits

   (5,731  (6,151  (5,311

Purchases of short-term investments

   (6,241  (8,126  (5,380

Sales of short-term investments

   6,092   8,517   7,179 

Decrease in restricted cash and short-term investments

   57   79   261 

Net proceeds from slot transaction

         307 

Proceeds from sale of an investment

      52    

Proceeds from sale of property and equipment

   123   35   33 

Other investing activities

   2       
  

 

 

  

 

 

  

 

 

 

Net cash used in investing activities

   (5,698  (5,594  (2,911

Cash flows from financing activities:

    

Payments on long-term debt and capital leases

   (3,827  (2,153  (3,132

Proceeds from issuance of long-term debt

   7,701   5,009   3,302 

Deferred financing costs

   (77  (87  (106

Sale-leaseback transactions

   5   43   811 

Exercise of stock options

         10 

Treasury stock repurchases

   (4,500  (3,846  (1,062

Dividend payments

   (224  (278  (144

Other financing activities

   28   53   6 
  

 

 

  

 

 

  

 

 

 

Net cash used in financing activities

   (894  (1,259  (315
  

 

 

  

 

 

  

 

 

 

Net decrease in cash

   (68  (604  (146

Cash at beginning of year

   390   994   1,140 
  

 

 

  

 

 

  

 

 

 

Cash at end of year

  $322  $390  $994 
  

 

 

  

 

 

  

 

 

 

 December 31,
 2017 2016 2015
Cash flows from operating activities:     
Net income$1,919
 $2,676
 $7,610
Adjustments to reconcile net income to net cash provided by operating activities     
Depreciation and amortization2,017
 1,818
 1,609
Deferred income tax provision (benefit)1,141
 1,611
 (3,014)
Debt discount and lease amortization(114) (119) (122)
Special items, non-cash272
 270
 273
Pension and postretirement(132) (68) (193)
Share-based compensation90
 100
 284
Other, net(39) (18) (12)
Changes in operating assets and liabilities:     
Decrease (increase) in accounts receivable(190) (160) 352
Increase in other assets(433) (184) (27)
Increase in accounts payable and accrued liabilities299
 307
 173
Increase (decrease) in air traffic liability66
 164
 (505)
Increase (decrease) in loyalty program liability2
 264
 (295)
Contributions to pension plans(286) (32) (6)
Increase (decrease) in other liabilities132
 (105) 122
Net cash provided by operating activities4,744
 6,524
 6,249
Cash flows from investing activities:     
Capital expenditures and aircraft purchase deposits(5,971) (5,731) (6,151)
Proceeds from sale of property and equipment and sale-leaseback transactions947
 125
 35
Purchases of short-term investments(4,633) (6,241) (8,126)
Sales of short-term investments5,915
 6,092
 8,517
Decrease in restricted cash and short-term investments319
 57
 79
Purchase of equity investment(203) 
 
Proceeds from sale of an investment
 
 52
Net cash used in investing activities(3,626) (5,698) (5,594)
Cash flows from financing activities:     
Proceeds from issuance of long-term debt3,058
 7,701
 5,009
Payments on long-term debt and capital leases(2,332) (3,827) (2,153)
Deferred financing costs(85) (77) (87)
Treasury stock repurchases(1,615) (4,500) (3,846)
Dividend payments(198) (224) (278)
Other financing activities27
 33
 96
Net cash used in financing activities(1,145) (894) (1,259)
Net decrease in cash(27) (68) (604)
Cash at beginning of year322
 390
 994
Cash at end of year$295
 $322
 $390
See accompanying notes to consolidated financial statements.



AMERICAN AIRLINES GROUP INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In millions, except share amounts)

   Common
Stock
  Additional
Paid-in

Capital
  Accumulated
Other
Comprehensive
Income (Loss)
  Retained
Earnings

(Deficit)
  Total 

Balance at December 31, 2013

  $5  $10,592  $(2,032 $(11,296 $(2,731

Net income

            2,882   2,882 

Changes in pension, retiree medical and other postretirement benefits liability

         (2,796     (2,796

Net changes in fair value of derivative financial instruments

         (58     (58

Reversal ofnon-cash tax benefit

         330      330 

Cash tax withholding on shares issued

      (110        (110

Purchase and retirement of 23,406,472 of AAG common stock

      (1,000        (1,000

Dividends declared on common stock ($0.20 per share)

            (148  (148

US Airways Group convertible debt settled with cash

      (154        (154

Issuance of 5,701,776 shares of common stock pursuant to employee stock plans

      10         10 

Issuance of 57,393,096 shares of post-reorganization common stock

   1   1,604         1,605 

Issuance of 130,980,613 shares for optional conversion of preferred shares

   1   3,889         3,890 

Share-based compensation expense

      304         304 

Change in unrealized loss on investments

         (3     (3
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2014

   7   15,135   (4,559  (8,562  2,021 

Net income

            7,610   7,610 

Changes in pension, retiree medical and other postretirement benefits liability

         (159     (159

Net changes in fair value of derivative financial instruments

         (9     (9

Cash tax withholding on shares issued

      (306        (306

Purchase and retirement of 85,141,691 shares of AAG common stock

   (1  (3,585        (3,586

Dividends declared on common stock ($0.40 per share)

            (278  (278

Issuance of 12,289,537 shares of common stock pursuant to employee stock plans

                

Settlement ofsingle-dip unsecured claims held in distributed claims reserve

      63         63 

Share-based compensation expense

      284         284 

Change in unrealized loss on investments

         (5     (5
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2015

   6   11,591   (4,732  (1,230  5,635 

Net income

            2,676   2,676 

Changes in pension, retiree medical and other postretirement benefits liability

         (564     (564

Non-cash tax benefit

         203    203 

Cash tax withholding on shares issued

      (56        (56

Purchase and retirement of 119,823,621 shares of AAG common stock

   (1  (4,415        (4,416

Dividends declared on common stock ($0.40 per share)

            (224  (224

Issuance of 2,506,067 shares of common stock pursuant to employee stock plans

                

Settlement ofsingle-dip unsecured claims held in distributed claims reserve

      3         3 

Share-based compensation expense

      100         100 

Impact of adoption of Accounting Standards Update (ASU)2016-09 (See Note 1 (r))

            418   418 

Change in unrealized loss on investments

         10      10 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2016

  $5  $7,223  $(5,083 $1,640  $3,785 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Retained
Earnings
(Deficit)
 Total
Balance at December 31, 2014$7
 $15,135
 $(4,559) $(8,562) $2,021
Net income
 
 
 7,610
 7,610
Changes in pension, retiree medical and other postretirement benefits liability
 
 (159) 
 (159)
Net changes in fair value of derivative financial instruments
 
 (9) 
 (9)
Cash tax withholding on shares issued
 (306) 
 
 (306)
Purchase and retirement of 85,141,691 shares of AAG common stock(1) (3,585) 
 
 (3,586)
Dividends declared on common stock ($0.40 per share)
 
 
 (278) (278)
Issuance of 12,289,537 shares of common stock pursuant to employee stock plans
 
 
 
 
Settlement of single-dip unsecured claims held in distributed claims reserve
 63
 
 
 63
Share-based compensation expense
 284
 
 
 284
Change in unrealized loss on investments
 
 (5) 
 (5)
Balance at December 31, 20156
 11,591
 (4,732) (1,230) 5,635
Net income
 
 
 2,676
 2,676
Changes in pension, retiree medical and other postretirement benefits liability
 
 (564) 
 (564)
Non-cash tax benefit
 
 203
 
 203
Cash tax withholding on shares issued
 (56) 
 
 (56)
Purchase and retirement of 119,823,621 shares of AAG common stock(1) (4,415) 
 
 (4,416)
Dividends declared on common stock ($0.40 per share)
 
 
 (224) (224)
Issuance of 2,506,067 shares of common stock pursuant to employee stock plans
 
 
 
 
Settlement of single-dip unsecured claims held in distributed claims reserve
 3
 
 
 3
Share-based compensation expense
 100
 
 
 100
Impact of adoption of Accounting Standards Update (ASU) 2016-09 related to share-based compensation (See Note 14)
 
 
 418
 418
Change in unrealized loss on investments
 
 10
 
 10
Balance at December 31, 20165
 7,223
 (5,083) 1,640
 3,785
Net income
 
 
 1,919
 1,919
Changes in pension, retiree medical and other postretirement benefits liability
 
 (117) 
 (117)
Non-cash tax benefit
 
 47
 
 47
Cash tax withholding on shares issued
 (51) 
 
 (51)
Purchase and retirement of 33,953,127 shares of AAG common stock
 (1,563) 
 
 (1,563)
Dividends declared on common stock ($0.40 per share)
 
 
 (198) (198)
Issuance of 2,166,861 shares of common stock pursuant to employee stock plans
 
 
 
 
Settlement of single-dip unsecured claims held in distributed claims reserve
 15
 
 
 15
Share-based compensation expense
 90
 
 
 90
Change in unrealized loss on investments
 
 (1) 
 (1)
Balance at December 31, 2017$5
 $5,714
 $(5,154) $3,361
 $3,926
See accompanying notes to consolidated financial statements.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

1.  Basis of Presentation and Summary of Significant Accounting Policies

(a) Basis of Presentation

American Airlines Group Inc. (we, us, our and similar terms, or AAG), a Delaware corporation, is a holding company whose primary business activity is the operation of a major network air carrier, providing scheduled air transportation for passengers and cargo through its mainline operating subsidiary, American Airlines, Inc. (American) and its wholly-owned regional airline subsidiaries, Envoy Aviation Group Inc. (Envoy), Piedmont Airlines, Inc. (Piedmont) and PSA Airlines, Inc. (PSA) that operate under capacity purchase agreements asthe brand American Eagle. On December 9, 2013, a subsidiary of AMR Corporation (AMR) merged with and into US Airways Group, Inc. (US Airways Group), a Delaware corporation, which survived as a wholly-owned subsidiary of AAG, and AAG emerged from Chapter 11 (the Merger). Upon closing of the Merger and emergence from Chapter 11, AMR changed its name to American Airlines Group Inc.

On December 30, 2015, in order to simplify AAG’s internal corporate structure, US Airways Group merged with and into AAG, with AAG as the surviving corporation. Immediately thereafter, US Airways, Inc. (US Airways), a wholly-owned subsidiary of US Airways Group, merged with and into American, with American as the surviving corporation. All significant intercompany transactions have been eliminated.

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, impairment of goodwill, impairment of long-lived and intangible assets, the loyalty program, valuation allowance for deferred tax assets, as well as pensionspension and retiree medical and other postretirement benefits. Certain prior year amounts have been reclassified to conform to the current year presentation.

(b) Short-term Investments

Short-term investments are classified asavailable-for-sale and stated at fair value. Realized gains and losses are recorded in nonoperating expense on the consolidated statement of operations. Unrealized gains and losses are recorded in accumulated other comprehensive loss on the consolidated balance sheet.

sheets.

(c) Restricted Cash and Short-term Investments

We have restricted cash and short-term investments related primarily to collateral held to support workers’ compensation obligations.

(d) Aircraft Fuel, Spare Parts and Supplies, Net

Aircraft fuel is recorded on afirst-in,first-out basis. Spare parts and supplies are recorded at net realizable value based on average costs.costs less an allowance for obsolescence. These items are expensed when used. An allowance for obsolescence is established for spare parts and supplies.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

(e) Operating Property and Equipment

Operating property and equipment is recorded at cost and depreciated or amortized to residual values over the asset’s estimated useful life or the lease term, whichever is less, using the straight-line method. Residual values for aircraft, engines and related rotable parts are generally 5% to 10% of original cost. Costs of major improvements that enhance the usefulness of the asset are capitalized and depreciated or amortized over the estimated useful life of the asset or the lease term, whichever is less. The estimated useful lives for the principal property and equipment classifications are as follows:

Principal Property and Equipment Classification

Estimated Useful Life

Aircraft, engines and related rotable parts

20 – 30 years

Buildings and improvements

Lesser of 5 – 30 years

Furniture, fixtures and other equipment

3 – 10 years

Capitalized software

5 – 10 years

We recordassess impairment charges on operating property and equipment when events and circumstances indicate that the assets may be impaired. An asset or group of assets is considered impaired when the undiscounted cash flows estimated


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

to be generated by the assets are less than the carrying amount of the assets and the net book value of the assets exceeds their estimated fair value. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the cost to sell.

Total depreciation and amortization expense was $2.2 billion, $1.9 billion and $1.7 billion for the years ended December 31, 2017, 2016 and 2015, respectively.
(f) Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are recorded net as noncurrent deferred income taxes.

We provide a valuation allowance for our deferred tax assets when it is more likely than not that some portion, or all of our deferred tax assets, will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. 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 projectionsassessment of future profitability, including risks associated with remaining Merger integration activities as well as other conditions which are beyond our control, such as the health of the economy, the level and volatility of fuel prices and travel demand.

(g) Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired and liabilities assumed. Goodwill is not amortized but assessed for impairment annually on October 1st or more frequently if events or circumstances indicate that goodwill may be impaired. We have one consolidated reporting unit.

Goodwill is measuredassessed for impairment by initially performing a qualitative assessment and, if necessary, then comparing the fair value of the reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit is less than the carrying value, a second step is performed to

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

determine the implied fair value of goodwill. If the implied fair value of goodwill is lower than its carrying value, an impairment charge equal to the difference is recorded. Based upon our annual assessment, there was no goodwill impairment in 2016.2017. The carrying value of the goodwill on our consolidated balance sheets was $4.1 billion as of December 31, 20162017 and 2015.

2016.

(h) Other Intangibles, Net

Intangible assets consist primarily of domestic airport slots, customer relationships, marketing agreements, international slots and route authorities, airport gate leasehold rights and tradenames.

Finite-Lived Intangible Assets

Finite-lived intangible assets are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

The following table provides information relating to our amortizable intangible assets as of December 31, 20162017 and 20152016 (in millions):

   December 31, 
   2016  2015 

Domestic airport slots

  $365  $365 

Customer relationships

   300   300 

Marketing agreements

   105   105 

Tradenames

   35   35 

Airport gate leasehold rights

   137   137 

Accumulated amortization

   (578  (502
  

 

 

  

 

 

 

Total

  $364  $440 
  

 

 

  

 

 

 

 December 31,
 2017 2016
Domestic airport slots$365
 $365
Customer relationships300
 300
Marketing agreements105
 105
Tradenames35
 35
Airport gate leasehold rights137
 137
Accumulated amortization(622) (578)
Total$320
 $364


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

Certain domestic airport slots and airport gate leasehold rights are amortized on a straight-line basis over 25 years. The customer relationships and marketing agreements were identified as intangible assets subject to amortization and are amortized on a straight-line basis over approximately nine years and 30 years, respectively. Tradenames are fully amortized.

We recorded amortization expense related to these intangible assets of $44 million, $76 million $55 million and $81$55 million for the years ended December 31, 2017, 2016 2015 and 2014,2015, respectively. We expect to record annual amortization expense for these intangible assets as follows (in millions):

2017

  $45 

2018

   41 

2019

   41 

2020

   41 

2021

   41 

2022 and thereafter

   155 
  

 

 

 

Total

  $364 
  

 

 

 

2018$41
201941
202041
202141
202241
2023 and thereafter115
Total$320
Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets include certain domestic airport slots at our hubs and international slots and route authorities. Indefinite-lived intangible assets are not amortized but instead are

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

assessed for impairment annually on October 1st or more frequently if events or circumstances indicate that the asset may be impaired. As of December 31, 20162017 and 2015,2016, we had $1.9 billion and $1.8 billion, respectively, of indefinite-lived intangible assets on our consolidated balance sheets.

Indefinite-lived intangible assets are reviewedassessed for impairment by initially performing a qualitative assessment to determine whether we believe it is more likely than not that an asset has been impaired. If we believe impairment has occurred, we then evaluate for impairment by comparing the estimated fair value of assets to the carrying value. An impairment charge is recognized if the asset’s estimated fair value is less than its carrying value. Based upon our annual assessment, there was no indefinite-lived intangible asset impairment in 2016.

2017.

(i) Loyalty Program

We currently operate the loyalty program, AAdvantage. This program awards mileage credits to passengers who fly on American, anyoneworld airline or other partner airlines, or by using the services of other program participants, such as the Citi and Barclaycard USco-branded credit cards, hotels and car rental companies. Mileage credits can be redeemed for travel on American or other participating partner airlines.

We useThrough December 31, 2017, we used the incremental cost method to account for the portion of our loyalty program liability incurred when AAdvantage members earn mileage credits by flying on American, anyoneworld airline or other partner airlines. We have an obligation to provide future travel when these mileage credits are redeemed and therefore have recorded a liability for mileage credits outstanding.

The incremental cost liability includes all mileage credits, even mileage credits for members whose account balances have not yet reached the minimum level required to redeem an award. Mileage credits are subject to expiration. The liability for outstanding mileage credits is valued based on the estimated incremental cost of carrying one additional passenger. The estimated incremental cost primarily includes unit costs incurred for fuel, food and insurance as well as fees incurred when travel awards are redeemed on partner airlines. In calculating the liability, we estimate how many mileage credits will never be redeemed for travel and exclude those mileage credits from the estimate of the liability. Estimates are also made for the number of miles that will be used per award redemption and the number of travel awards that will be redeemed on partner airlines. These costs and estimates are based on our historical program experience as well as consideration of enacted program changes, as applicable. Changes in the liability resulting from members earning additional mileage credits or changes in estimates are recorded in the consolidated statements of operations as a part of passenger revenue.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

As of December 31, 20162017 and 2015,2016, the liability for outstanding mileage credits accounted for under the incremental cost method was $669$677 million and $657$669 million, respectively, and is included on the consolidated balance sheets within loyalty program liability.

Additionally, we applied the acquisition method of accounting in connection with the Merger in December 2013 and recorded a liability for outstanding US Airways’ mileage credits at fair value, an amount significantly in excess of incremental cost. At December 31, 2016, all the mileage credits associated with this liability have been recognized in passenger revenue. At December 31, 2015, this liability was $296 million and was included on the consolidated balance sheet within the loyalty program liability.

We also sell loyalty program mileage credits to participating airline partners andnon-airline business partners.partners, such as the Citi and Barclaycard US co-branded credit cards. Sales of mileage credits tonon-airline business partners is comprised of two components,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

transportation and marketing. We account for mileage sales under our agreements withnon-airline business partners in accordance with Accounting Standards Update (ASU)No.ASU 2009-13, “Revenue Recognition (Topic 605) – Multiple-Deliverable Revenue Arrangements.” In accordance with Topic 605,ASU 2009-13, we allocate the consideration received from the sale of mileage credits based on the relative selling price of each product or service delivered.

In 2016, American entered into new

As a result of our co-branded credit card program agreements with Citi and Barclaycard US. WeUS that we entered into in 2016, we identified the following revenue elements in theseco-branded credit card agreements: the transportation component; and the use of the American brand including access to loyalty program member lists, advertising and other travel related benefits (collectively, the marketing component).

The transportation component represents the estimated selling price of future travel awards and is determined using historical transaction information, including information related to customer redemption patterns. The transportation component is deferred based on its relative selling price and is amortized into passenger revenue on a straight-line basis over the period in which the mileage credits are expected to be redeemed for travel. As of December 31, 20162017 and 2015,2016, we had $2.1 billion and $1.5 billion, respectively, in deferred revenue from the sale of mileage credits recorded within loyalty program liability on our consolidated balance sheets.

The services under the marketing component are provided periodically, but no less than monthly. Accordingly, the marketing component is considered earned and recognized in other revenues in the period of the mileage sale. For the years ended December 31, 2017, 2016 2015 and 2014,2015, the marketing component of mileage sales and other marketing related payments included in other revenues was approximately $2.2 billion, $1.9 billion and $1.7 billion, and $1.6 billion, respectively.

Effective January 1, 2018, we are adopting ASU 2014-09: Revenue from Contracts with Customers (Topic 606). See Recent Accounting Pronouncements in Note 1(r) below for further discussion.
(j) Revenue

Passenger Revenue

Passenger revenue is recognized when transportation is provided. Ticket sales for transportation that has not yet been provided are initially deferred and recorded as air traffic liability on the consolidated balance sheets. The air traffic liability represents tickets sold for future travel dates and estimated future refunds and exchanges of tickets sold for past travel dates. The balance in the air traffic liability fluctuates throughout the year based on seasonal travel patterns and fare sale activity.patterns. Our air traffic liability was $3.9$4.0 billion and $3.7$3.9 billion as of December 31, 2017 and 2016, and 2015, respectively.

The majority of tickets sold are nonrefundable. A small percentage of tickets, some of which are partially used tickets, expire unused. Due to complex pricing structures, refund and exchange policies, and interline agreements with other airlines, certain amounts are recognized in passenger revenue using estimates regarding both the timing of the revenue recognition and the amount of revenue to be recognized. These estimates are generally based on the analysis of our historical data. We and other airline industry participants have consistently applied this accounting method to estimate revenue from forfeited tickets at the date of travel. Estimated future refunds and exchanges included in the air traffic liability are routinely evaluated based on subsequent activity to validate the accuracy of our estimates. Any adjustments resulting from periodic evaluations of the estimated air traffic liability are included in passenger revenue during the period in which the evaluations are completed.

We have arrangements with regional

Regional carriers to provide us with regional jet and turboprop servicescheduled air transportation under the brand name “AmericanAmerican Eagle.” The American Eagle carriers include our wholly-owned

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

regional carriers, Envoy, PSA and Piedmont, as well as third-party regional carriers including Republic Airline Inc. (Republic), Mesa Airlines, Inc. (Mesa), Air Wisconsin Airlines Corporation (Air Wisconsin), Compass Airlines, LLC (Compass), ExpressJet Airlines, Inc. (ExpressJet), SkyWest Airlines, Inc. (SkyWest) and Trans States Airlines, Inc. (Trans States). We classify revenues generated from transportation on these carriers as regional passenger revenues. Liabilities related to tickets sold by us for travel on these air carriers is also included in our air traffic liability and are subsequently recognized as revenue in the same manner as described above.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

Passenger Taxes and Fees

Various taxes and fees assessed on the sale of tickets to end customers are collected by us as an agent and remitted to taxing authorities. These taxes and fees have been presented on a net basis in the accompanying consolidated statements of operations and recorded as a liability until remitted to the appropriate taxing authority.

Cargo Revenue

Cargo revenue is recognized when we provide the transportation.

Other Revenue

Other revenue includes revenue associated with marketing services provided to our business partners as part of our loyalty program, baggage fees, ticketing change fees, airport clubs and inflight services. The accounting and recognition for the loyalty program marketing services are discussed in Note 1(i) above. Baggage fees, ticketing change fees, airport clubs and inflight service revenues are recognized when we provide the service.

Effective January 1, 2018, we are adopting ASU 2014-09: Revenue from Contracts with Customers (Topic 606). See Recent Accounting Pronouncements in Note 1(r) below for further discussion.
(k) Maintenance, Materials and Repairs

Maintenance and repair costs for owned and leased flight equipment are charged to operating expense as incurred, except costs incurred for maintenance and repair under flight hour maintenance contract agreements, which are accrued based on contractual terms when an obligation exists.

(l) Selling Expenses

Selling expenses include credit card fees, commissions, computerized reservations systems fees and advertising. Advertising costs are expensed as incurred. Advertising expense was $135 million, $116 million $110 million and $92$110 million for the years ended December 31, 2017, 2016 and 2015, and 2014, respectively.

(m) Share-based Compensation

We account for our share-based compensation expense based on the fair value of the stock award at the time of grant, which is recognized ratably over the vesting period of the stock award. Certain awards have performance conditions that must be achieved prior to vesting and are expensed based on the expected achievement at each reporting period. The fair value of stock options and stock appreciation rights (SARs) is estimated using a Black-Scholes option pricing model. The fair value of restricted stock units (RSUs) is based on the market price of the underlying shares of common stock on the date of grant. See Note 14 for further discussion of share-based compensation.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

(n) Deferred Gains and Credits, Net

Included within deferred gains and credits, net are amounts deferred and amortized into future periods associated with the adjustment of leases to fair value in connection with the application of acquisition accounting, deferred gains on the sale-leaseback of aircraft and certain vendor incentives. We periodically receive vendor incentives in connection with acquisition of aircraft and engines. These credits are deferred until aircraft and engines are delivered and then applied as a reduction to the cost of the related equipment.

(o) Foreign Currency Gains and Losses

Foreign currency gains and losses are recorded as part of other nonoperating expense, net in our consolidated statements of operations. Foreign currency gainslosses for 20162017 were $1$4 million. Foreign currency lossesgains were $1 million for 2016. For 2015, and 2014foreign currency losses were $751 million and $114 million, respectively. Included in 2015 wasincluded a $592 million nonoperating special charge to write off all of the value of Venezuelan bolivars held by us due to continued lack of repatriations and deterioration of economic conditions in Venezuela.

(p) Other Operating Expenses

Other operating expenses includes costs associated with ground and cargo handling, crew travel, aircraft food and catering, passenger accommodation, airport security, international navigation fees and certain general and administrative expenses.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

(q) Regional Expenses

Expenses associated with our wholly-owned regional airlines and third-party regional carriers operating under the brand name American Eagle operations are classified as regional expenses on the consolidated statements of operations. Regional expenses consist of the following (in millions):

   Year Ended December 31, 
   2016   2015   2014 

Aircraft fuel and related taxes

  $1,109   $1,230   $2,009 

Salaries, wages and benefits

   1,333    1,187    1,140 

Capacity purchases from third-party regional carriers(1)

   1,538    1,651    1,494 

Maintenance, materials and repairs

   345    323    367 

Other rent and landing fees

   564    504    444 

Aircraft rent

   36    34    35 

Selling expenses

   347    333    307 

Depreciation and amortization

   301    252    217 

Special items, net

   14    29    24 

Other

   457    440    479 
  

 

 

   

 

 

   

 

 

 

Total regional expenses

  $6,044   $5,983   $6,516 
  

 

 

   

 

 

   

 

 

 

 Year Ended December 31,
 2017 2016 2015
Aircraft fuel and related taxes$1,382
 $1,109
 $1,230
Salaries, wages and benefits1,452
 1,333
 1,187
Capacity purchases from third-party regional carriers (1)
1,581
 1,538
 1,651
Maintenance, materials and repairs281
 345
 323
Other rent and landing fees625
 564
 504
Aircraft rent35
 36
 34
Selling expenses361
 347
 333
Depreciation and amortization315
 301
 252
Special items, net22
 14
 29
Other492
 457
 440
Total regional expenses$6,546
 $6,044
 $5,983
(1) 

For the years ended December 31, 2017, 2016 2015 and 2014,2015, the component of capacity purchase expenses related torepresenting the lease of aircraft deemed to be leasedfor accounting purposes was approximately $437 million, $405 million and $492 million, and $447 million, respectively.

(r) Recent Accounting Pronouncements

Standards Effective for 2018 Reporting Periods
Revenue

In May 2014,Effective January 1, 2018, we are adopting the Financial Accounting Standards Board (FASB) issued accounting pronouncements described below. The adoption and related required disclosures will be reported in our first quarter 2018 Quarterly Report on Form 10-Q.

ASU2014-09, “Revenue 2014-09: Revenue from Contracts with Customers (Topic 606).” ASU (the New Revenue Standard)
2014-09 completes the joint effort by the FASB and

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

International Accounting Standards Board (IASB) to improve financial reporting by creating common revenue recognition guidance for GAAP and International Financial Reporting Standards (IFRS). Subsequently, the FASB has issued several additional ASUs to clarify the implementation. The new revenue standardNew Revenue Standard applies to all companies that enter into contracts with customers to transfer goods or services and is effective for public entities for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted; however, we currently expect to adoptservices. We are adopting the new revenue standard effective January 1, 2018. Entities have the choice to apply the new revenue standard either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying the new revenue standard at the date of initial application and not adjusting comparative information. We currently expect to adopt the new revenue standardNew Revenue Standard using the full retrospective method.

We are stillmethod, which results in the processrecast of evaluating how theeach prior reporting period presented.

The adoption of the new revenue standardNew Revenue Standard will impact our consolidated financial statements. We currently expect that the new revenue standard will materially impact our liabilityaccounting for outstanding mileage credits earned through travel by AAdvantage loyalty program members when flying on American. Wemembers. There is no change in accounting for sales of mileage credits to co-branded card or other partners as those are currently usereported in accordance with the New Revenue Standard. Through December 31, 2017, we used the incremental cost method to account for thisthe portion of our loyalty program liability which values theserelated to mileage credits earned through travel, which were valued based on the estimated incremental cost of carrying one additional passenger (see (i) Loyalty Program above). The new revenue standard will requireNew Revenue Standard requires us to change our policy to the deferred revenue method and apply a relative selling price approach whereby a portion of each passenger ticket sale attributable to mileage credits earned will beis deferred and recognized in passenger revenue upon future mileage redemption. The carrying value of the earned mileage credits recognized in loyalty program liability is expected to be materially greater under the relative selling price approachdeferred revenue method than the value attributed to these mileage credits under the incremental cost method.
The new revenue standardNew Revenue Standard will also require us to reclassifycertain reclassifications, principally the reclassification of certain ancillary feesrevenues previously classified and reported as other revenue to passenger revenue and as applicable to cargo revenue. Additionally, the New Revenue Standard requires a gross presentation on the face of our statement of operations for certain revenues and expenses that had previously been presented on a net basis.
See recast 2017 statement of operations and balance sheet data presented below for the expected effects of adoption.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

ASU 2017-07: Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (the New Retirement Standard)
The New Retirement Standard requires all components of our net periodic benefit cost (income), with the exception of service cost, previously reported within operating expenses as salaries, wages and benefits, to be reclassified and reported within nonoperating income (expense). The New Retirement Standard is required to be applied retrospectively, which results in the recast of each prior reporting period presented. The adoption of the New Retirement Standard has no impact on pre-tax income or net income reported. See recast 2017 statement of operations data presented below for the expected effects of adoption.
ASU 2016-01: Financial Instruments - Overall (Subtopic 825-10)
This ASU makes several modifications to Subtopic 825-10, including the elimination of the available-for-sale classification of equity investments, and it requires equity investments with readily determinable fair values to be measured at fair value with changes in fair value recognized in net income. This standard is applied prospectively as of the beginning of the year of adoption. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash
This ASU requires that the change in total cash, cash at beginning of period and cash at end of period on the statement of cash flows include restricted cash and restricted cash equivalents and also requires companies who report cash and restricted cash separately on the balance sheet to reconcile those amounts to the statement of cash flows. This standard is required to be applied retrospectively, which results in the recast of each prior reporting period statement of cash flows presented. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.
Impacts to 2017 Results
The expected effects of adoption of the New Revenue Standard and New Retirement Standard to our statement of operations for the twelve months ended December 31, 2017 are currently included within other operating revenue.

Leases

In February 2016,as follows:

   New Revenue Standard New Retirement Standard  
 As Reported Deferred Revenue Method Reclassifications Reclassifications As Recast
Operating revenues:         
    Passenger$36,133
 $311
 $2,687
 $
 $39,131
    Cargo800
 
 90
 
 890
    Other5,274
 
 (2,673) 
 2,601
    Total operating revenues42,207
 311
 104
 
 42,622
    Total operating expenses38,149
 
 104
 138
 38,391
Operating income4,058
 311
 
 (138) 4,231
    Total nonoperating expense, net(974) 
 
 138
 (836)
Income before income taxes3,084
 311
 
 
 3,395
Income tax provision (1)
1,165
 948
 
 
 2,113
Net income$1,919
 $(637) $
 $
 $1,282
Diluted earnings per common share$3.90
       $2.61
(1)
The adjustment to the 2017 income tax provision includes an $830 million special charge to reduce our deferred tax asset associated with loyalty program liabilities as a result of H.R. 1, the 2017 Tax Cuts and Jobs Act (the 2017 Tax Act), enacted in December 2017 that reduced the federal corporate income tax rate from 35% to 21%.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

The expected effects of adoption of the FASB issued New Revenue Standard to our December 31, 2017 balance sheet are as follows:
 As Reported New Revenue Standard As Recast
Deferred tax asset$427
 $1,389
 $1,816
Air traffic liability3,978
 64
 4,042
Current loyalty program liability2,791
 384
 3,175
Noncurrent loyalty program liability
 5,647
 5,647
Total stockholders’ equity (deficit)3,926
 (4,706) (780)
Standards Effective for 2019 Reporting Periods
ASU2016-02, “Leases 2016-02: Leases (Topic 842).” ASU (the New Lease Standard)
2016-02The New Lease Standard requires lessees to recognize a lease liability and aright-of-use asset on the balance sheet and aligns many of the underlying principles of the new lessor model with those in Accounting Standards Codification Topic 606,the New Revenue from Contracts with Customers. ASU2016-02Standard. The New Lease Standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We expect we will adopt the New Lease Standard effective January 1, 2019. Entities are required to adopt the new lease standardNew Lease Standard using a modified retrospective approach, which results in the recast of each prior reporting period presented, for all leases existing at or commencing after the date of initial application with an option to use certain practical expedients. We are currently evaluating how the adoption of the new lease standardNew Lease Standard will impact our consolidated financial statements. Interpretations areon-going and could have a material impact on our implementation. Currently, we expect that the adoption of the new lease standardNew Lease Standard will have a material impact on our consolidated balance sheet due to the recognition ofright-of-use assets and lease liabilities principally for certain leases currently accounted for as operating leases.

Share-based Compensation

In March 2016, the FASB issued ASU2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU2016-09 simplifies the accounting for share-based payment award transactions including the financial statement presentation of excess tax benefits and deficiencies, classification of awards as either equity or liabilities, accounting for forfeitures and classification on the statement of cash flows. ASU2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

adoption is permitted. We early adopted this standard during the second quarter of 2016. The adoption of this standard resulted in the recognition of $418 million of previously unrecognized excess tax benefits in deferred tax assets and an increase to retained earnings on the consolidated balance sheet as of the beginning of the current year, and the recognition of $15 million of excess tax benefits in the income tax provision for the year ended December 31, 2016.

Fair Value Measurement

In May 2015, the FASB issued ASU2015-07, “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent).” ASU2015-07 requires that investments using the practical expedient to measure fair value at net asset value per share (or its equivalent) be excluded from the fair value hierarchy. Although the investments are not characterized within the fair value hierarchy, the amount of investments measured using the practical expedient must still be disclosed to allow for reconciliation of the total investments in the fair value hierarchy to total investments in the notes to the consolidated financial statements. ASU2015-07 is effective for fiscal years beginning after December 15, 2015. We adopted this standard retrospectively during the year ended December 31, 2016. The adoption impacted the fair value hierarchy disclosures of our benefit plan assets, see Note 9 for further discussion.

Statement of Cash Flows

In November 2016, the FASB issued ASU2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” ASU2016-18 requires that the change in total cash, cash at beginning of period and cash at end of period on the statement of cash flows include restricted cash and restricted cash equivalents. ASU2016-18 also requires companies who report cash and restricted cash separately on the balance sheet to reconcile those amounts to the statement of cash flows. This standard is to be applied retrospectively to each period presented and is effective for public entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. This standard is not expected to have a material impact on our consolidated financial statements.


2.  Special Items, Net

Special items, net on the consolidated statements of operations consisted of the following (in millions):

   Year Ended December 31, 
     2016       2015       2014   

Mainline operating special items, net(1)

  $709   $1,051   $800 

 Year Ended December 31,
 2017 2016 2015
Merger integration expenses (1)
$273
 $514
 $826
Fleet restructuring expenses (2)
232
 177
 210
Employee 2017 Tax Act bonus expense (3)
123
 
 
Labor contract expenses (4)
46
 
 
Mark-to-market adjustments for bankruptcy obligations27
 25
 (53)
Other operating charges (credits), net11
 (7) 68
Mainline operating special items, net712
 709
 1,051
Regional operating special items, net22
 14
 29
Operating special items, net734
 723
 1,080
      
Debt refinancing and extinguishment charges22
 49
 24
Venezuela foreign currency losses
 
 592
Other nonoperating charges (credits), net
 
 (22)
Nonoperating special items, net22
 49
 594
      
Impact of the 2017 Tax Act on deferred tax assets and liabilities(7) 
 
Release of deferred tax valuation allowance
 
 (3,040)
Other tax charges
 
 25
Income tax special items, net(7) 
 (3,015)
(1) 

The 2016 mainline operating special items totaled a net charge of $709 million, which principally included $514 million of Merger integration expenses $177 millionincluded costs related to information technology, professional fees, re-branding of fleetaircraft and airport facilities and training, and in 2016, also included costs related to alignment of labor union contracts, the launch of re-branded uniforms, relocation and severance, and in 2015, also included share-based compensation related to awards granted in connection with the Merger that fully vested in December 2015.

(2)
Fleet restructuring expenses, driven in part by the Merger, principally included the acceleration of depreciation, impairments, remaining lease payments and a $25 million net charge consisting ofmark-to-market adjustmentslease return costs for bankruptcy obligations.

aircraft and related equipment grounded or expected to be grounded earlier than planned.

The 2015 mainline operating special items totaled a net charge of $1.1 billion, which principally included $826 million of Merger integration expenses, $210 million of fleet restructuring expenses and a $53 million net credit consisting ofmark-to-market adjustments for bankruptcy obligations.

The 2014 mainline operating special items totaled a net charge of $800 million, which primarily included $732 million of Merger integration expenses, $88 million of fleet restructuring expenses, an $81 million charge to revise prior estimates of certain aircraft residual values and an $81 million

(3)
Employee bonus expense included costs related to the $1,000 cash bonus and associated payroll taxes granted to mainline employees as of December 31, 2017 in recognition of the 2017 Tax Act.
(4)
Labor contract expenses primarily included one-time charges to adjust the vacation accruals for pilots and flight attendants as a result of the mid-contract pay rate adjustments effective in the second quarter of 2017.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

net charge for bankruptcy-related items principally consisting ofmark-to-market adjustments for bankruptcy obligations and professional fees. These charges were offset in part by a net $265 million gain related to the divestiture of slots.

Merger integration expenses included costs related to information technology,re-branding of aircraft, airport facilities and uniforms, alignment of labor union contracts, professional fees, relocation, training, and severance, and in 2015 and 2014, also included share-based compensation related to awards granted in connection with the Merger that fully vested in December 2015. Fleet restructuring expenses included the acceleration of aircraft depreciation, impairments, remaining lease payments and lease return costs for aircraft currently grounded or expected to be grounded earlier than planned.

The following additional amounts are also included in the consolidated statements of operations as follows (in millions):

   Year Ended December 31, 
    2016     2015    2014  

Regional operating special items, net(1)

  $14   $29  $24 

Nonoperating special items, net(2)

   49    594   132 

Income tax special items, net(3)

       (3,015  346 

(1)

The 2016 and 2015 regional operating special items, net principally related to Merger integration expenses.

The 2014 regional operating special items, net consisted primarily of a $24 million charge due to a new pilot labor contract at our Envoy regional subsidiary.

(2)

The 2016 nonoperating special items totaled a net charge of $49 million, which consisted of debt issuance and extinguishment costs associated with bond and term loan refinancings.

The 2015 nonoperating special items totaled a net charge of $594 million, which principally included a $592 million charge to write off all of the value of Venezuelan bolivars held by us due to continued lack of repatriations and deterioration of economic conditions in Venezuela.

The 2014 nonoperating special items totaled a net charge of $132 million, which principally included a $43 million charge for Venezuelan foreign currency losses and $56 million of early debt extinguishment costs primarily related to the prepayment of 7.50% senior secured notes and other indebtedness.

(3)

In 2015, income tax special items totaled a net credit of $3.0 billion. In connection with the preparation of our financial statements for the fourth quarter of 2015, management determined that it was more likely than not that substantially all of our deferred tax assets, which include our net operating losses (NOLs), would be realized. Accordingly, we reversed $3.0 billion of the valuation allowance as of December 31, 2015, which resulted in a specialnon-cash tax benefit recorded in our consolidated statement of operations. See Note 6 for further information.

In 2014, income tax special items, net were $346 million. During 2014, we sold our portfolio of fuel hedging contracts that were scheduled to settle on or after June 30, 2014. In connection with this sale, we recorded a specialnon-cash tax provision of $330 million in the second quarter of 2014 that reversed thenon-cash tax provision which was recorded in other comprehensive income (OCI), a subset of stockholders’ equity, principally in 2009. This provision represents the tax effect associated with gains recorded in OCI principally in 2009 due to a net increase in the fair value of our fuel hedging contracts. In accordance with GAAP, we retained the $330 million tax provision in OCI until the last contract was settled or terminated.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.


3.  Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per common share (EPS) (in millions, except share and per share amounts in thousands)amounts):

   Year Ended December 31, 
   2016   2015   2014 

Basic EPS:

      

Net income

  $2,676   $7,610   $2,882 

Weighted average common shares outstanding (in thousands)

   552,308    668,393    717,456 
  

 

 

   

 

 

   

 

 

 

Basic EPS

  $4.85   $11.39   $4.02 
  

 

 

   

 

 

   

 

 

 

Diluted EPS:

      

Net income

  $2,676   $7,610   $2,882 

Change in fair value of conversion feature on 7.25% convertible senior notes(a)

           3 
  

 

 

   

 

 

   

 

 

 

Net income for purposes of computing diluted EPS

  $2,676   $7,610   $2,885 

Share computation for diluted EPS (in thousands):

      

Basic weighted average common shares outstanding

   552,308    668,393    717,456 

Dilutive effect of stock awards

   3,791    18,962    15,603 

Assumed conversion of convertible senior notes

           957 
  

 

 

   

 

 

   

 

 

 

Diluted weighted average common shares outstanding

   556,099    687,355    734,016 
  

 

 

   

 

 

   

 

 

 

Diluted EPS

  $4.81   $11.07   $3.93 
  

 

 

   

 

 

   

 

 

 

The following were excluded from the calculation of diluted EPS (in thousands):

      

Stock options, SARs and RSUs because inclusion would be antidilutive

   1,429    764    226 

(a)

In March 2014, we notified the holders of the 7.25% convertible senior notes that we had elected to settle all future conversions solely in cash instead of shares of AAG common stock in accordance with the related indenture. Thus, the diluted shares include the weighted average impact of the 7.25% convertible senior notes only for the period from January 1, 2014 to March 12, 2014. In addition, under GAAP, we must adjust the numerator for purposes of calculating diluted EPS by the change in fair value of the conversion feature from March 12, 2014 to May 15, 2014, which increased GAAP net income for purposes of computing diluted EPS by $3 million for the year ended December 31, 2014.

 Year Ended December 31,
 2017 2016 2015
Basic EPS:     
Net income$1,919
 $2,676
 $7,610
Weighted average common shares outstanding (in thousands)489,164
 552,308
 668,393
Basic EPS$3.92
 $4.85
 $11.39
      
Diluted EPS:     
Net income for purposes of computing diluted EPS$1,919
 $2,676
 $7,610
Share computation for diluted EPS (in thousands):     
Basic weighted average common shares outstanding489,164
 552,308
 668,393
Dilutive effect of stock awards2,528
 3,791
 18,962
Diluted weighted average common shares outstanding491,692
 556,099
 687,355
Diluted EPS$3.90
 $4.81
 $11.07
      
Restricted stock unit awards excluded from the calculation of diluted EPS because inclusion would be antidilutive (in thousands)328
 1,429
 764
4.  Share Repurchase Programs and Dividends

Since July 2014, our Board of Directors has approved severalsix share repurchase programs aggregating $9.0$11.0 billion of authority. As of December 31, 2016, there was no remaining authority to repurchase shares2017, $450 million remained unused under our existing share repurchase programs. However, in January 2017, our Board of Directors authorized a new $2.0 billion share repurchase program that expires on December 31, 2018.

Share repurchases under our repurchase programs may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades or accelerated share repurchase transactions. Any such repurchases will be made from time to time subject to market and economic conditions, applicable legal requirements and other relevant factors. We are not obligated to repurchase any specific number of shares and our repurchase of common stock may be limited, suspended or discontinued at any time at our discretion.

During the year ended December 31, 2017, we repurchased 33.9 million shares of AAG common stock for $1.6 billion at a weighted average cost per share of $45.68. During the year ended December 31, 2016, we repurchased 119.8 million shares of AAG common stock for $4.4 billion at a weighted average cost per share of $36.86. During the year ended December 31, 2015, we repurchased 85.1 million shares of AAG common stock for $3.6 billion at a weighted average cost per share of $42.09. During the year ended December 31, 2014, we

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

repurchased 23.4 million shares of AAG common stock for $1.0 billion at a weighted average cost per share of $42.72. Since the inception of the share repurchase programs in July 2014 through December 31, 2017, we have repurchased 228.4262.3 million shares of AAG common stock for $9.0$10.6 billion at a weighted average cost per share of $39.41.

$40.22.

Our Board of Directors declared the followingquarterly cash dividends:

Year Ended

December 31

  

Period

  Per share   

For stockholders

of record as of

  

Payable on

  Cash paid
(millions)
 
2016  Fourth Quarter  $0.10   November 7, 2016  November 21, 2016  $52 
  Third Quarter   0.10   August 5, 2016  August 19, 2016   53 
  Second Quarter   0.10   May 4, 2016  May 18, 2016   58 
  First Quarter   0.10   February 10, 2016  February 24, 2016   61 
    

 

 

       

 

 

 
  

Total

  $0.40       $224 
2015  

Fourth Quarter

  $0.10   November 5, 2015  November 19, 2015  $72 
  

Third Quarter

   0.10   August 10, 2015  August 24, 2015   66 
  

Second Quarter

   0.10   May 4, 2015  May 18, 2015   70 
  

First Quarter

   0.10   February 9, 2015  February 23, 2015   70 
    

 

 

       

 

 

 
  

Total

  $0.40       $278 
2014  

Fourth Quarter

  $0.10   November 3, 2014  November 17, 2014  $72 
  

Third Quarter

   0.10   August 4, 2014  August 18, 2014   72 
    

 

 

       

 

 

 
  

Total

  $0.20       $144 

dividends of $0.10 per share totaling $198 million, $224 million and $269 million in 2017, 2016 and 2015, respectively.

Any future dividends that may be declared and paid from time to time will be subject to market and economic conditions, applicable legal requirements and other relevant factors. We are not obligated to continue a dividend for any fixed period, and the payment of dividends may be suspended at any time at our discretion.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.


5.  Debt

Long-term debt and capital lease obligations included in the consolidated balance sheets consisted of (in millions):

   December 31, 
   2016   2015 

Secured

    

2013 Credit Facilities, variable interest rate of 3.26%, installments through
2020
(a)

  $1,843   $1,867 

2014 Credit Facilities, variable interest rate of 3.25%, installments through
2021
(a)

   735    743 

April 2016 Credit Facilities, variable interest rate of 3.26%, installments through 2023(a)

   1,000     

December 2016 Credit Facilities, variable interest rate of 3.25%, installments through 2023(a)

   1,250     

2013 Citicorp Credit Facility TrancheB-1(b)

       980 

2013 Citicorp Credit Facility TrancheB-2(b)

       588 

Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 3.00% to 9.75%, maturing from 2017 to 2028(c)

   10,912    8,693 

Equipment loans and other notes payable, fixed and variable interest rates ranging from 1.81% to 8.48%, maturing from 2017 to 2028(d)

   5,343    4,183 

Special facility revenue bonds, fixed interest rates ranging from 5.00% to 8.00%, maturing from 2017 to 2035(e)

   891    1,080 

Other secured obligations, fixed interest rates ranging from 3.60% to 12.24%, maturing from 2017 to 2028

   849    923 
  

 

 

   

 

 

 
   22,823    19,057 
  

 

 

   

 

 

 

Unsecured

    

5.50% senior notes, interest only payments until due in 2019(f)

   750    750 

6.125% senior notes, interest only payments until due in 2018(f)

   500    500 

4.625% senior notes, interest only payments until due in 2020(f)

   500    500 
  

 

 

   

 

 

 
   1,750    1,750 
  

 

 

   

 

 

 

Total long-term debt and capital lease obligations

   24,573    20,807 

Less: Total unamortized debt discount, debt premium and debt issuance costs

   229    246 

Less: Current maturities

   1,855    2,231 
  

 

 

   

 

 

 

Long-term debt and capital lease obligations, net of current maturities

  $22,489   $18,330 
  

 

 

   

 

 

 

 December 31,
 2017 2016
Secured   
2013 Credit Facilities, variable interest rate of 3.55%, installments through 2020 (a)
$1,825
 $1,843
2014 Credit Facilities, variable interest rate of 3.43%, installments through 2021 (a)
728
 735
April 2016 Credit Facilities, variable interest rate of 3.57%, installments through 2023 (a)
990
 1,000
December 2016 Credit Facilities, variable interest rate of 3.48%, installments through 2023 (a)
1,238
 1,250
Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 3.00% to 9.75%, averaging 4.30%, maturing from 2018 to 2029 (b)
11,881
 10,912
Equipment loans and other notes payable, fixed and variable interest rates ranging from 2.34% to 8.48%, averaging 3.29%, maturing from 2018 to 2029 (c)
5,259
 5,343
Special facility revenue bonds, fixed interest rates ranging from 5.00% to 8.00%, maturing from 2018 to 2035857
 891
Other secured obligations, fixed interest rates ranging from 3.81% to 12.24%, maturing from 2018 to 2028773
 849
 23,551
 22,823
Unsecured   
5.50% senior notes, interest only payments until due in 2019 (d)
750
 750
6.125% senior notes, interest only payments until due in 2018 (d)
500
 500
4.625% senior notes, interest only payments until due in 2020 (d)
500
 500
 1,750
 1,750
Total long-term debt and capital lease obligations25,301
 24,573
Less: Total unamortized debt discount, premium and issuance costs236
 229
Less: Current maturities2,554
 1,855
Long-term debt and capital lease obligations, net of current maturities$22,511
 $22,489
The table below shows the maximum availability under revolving credit facilities, all of which were undrawn, as of December 31, 20162017 (in millions):

2013 Revolving Facility

  $1,400 

2014 Revolving Facility

   1,025 
  

 

 

 

Total

  $2,425 
  

 

 

 

The April 2016 and December 2016 Credit Facilities each provide for a revolving credit facility that may be established in the future.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

2013 Revolving Facility$1,200
2014 Revolving Facility1,000
April 2016 Revolving Facility300
Total$2,500
Secured financings are collateralized by assets, primarily aircraft, engines, simulators, aircraft spare parts, airport gate leasehold rights, route authorities and airport slots. At December 31, 2016,2017, we were operating 3433 aircraft under capital leases. Leases can generally be renewed at rates based on fair market value at the end of the lease term for a number of additional years.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

At December 31, 2016,2017, the maturities of long-term debt and capital lease obligations are as follows (in millions):

2017

  $1,899 

2018

   2,454 

2019

   2,758 

2020

   3,922 

2021

   2,681 

2022 and thereafter

   10,859 
  

 

 

 

Total

  $24,573 
  

 

 

 

2018$2,598
20192,868
20204,069
20212,856
20221,288
2023 and thereafter11,622
Total$25,301
(a) 2013, 2014, April 2016 and December 2016 Credit Facilities

2013 Credit Facilities
In March 2017, American and AAG entered into the Second 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 (which amended and restated the Credit and Guaranty Agreement dated as of June 27, 2013), as previously amended by the First Amendment to Amended and Restated Credit and Guaranty Agreement dated as of October 26, 2015, pursuant to which AAG refinanced the $1.8 billion term loan facility due June 2020 established thereunder (the 2013 Term Loan Facility and, together with the $1.4 billion revolving credit facility established under such agreement (the 2013 Revolving Facility), the 2013 Credit Facilities) to reduce the LIBOR margin from 2.50% to 2.00% and the base rate margin from 1.50% to 1.00%.
In August 2017, American and AAG entered into the Third Amendment to the Amended and Restated Credit and Guaranty Agreement pursuant to which the maturity date of the 2013 Revolving Facility was extended to October 2022, the LIBOR margin thereon was reduced from 3.00% to 2.25%, and the maximum principal amount of such facility was reduced to $1.2 billion.
2014 Credit Facilities
In June 2017, American and AAG entered into the Third 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 (which amended and restated the Credit and Guaranty Agreement dated as of October 10, 2014), as previously amended by the First Amendment to Amended and Restated Credit and Guaranty Agreement dated as of October 26, 2015 and the Second Amendment to Amended and Restated Credit and Guaranty Agreement dated as of September 22, 2016, pursuant to which AAG refinanced the $735 million term loan facility due October 2021 established thereunder (the 2014 Term Loan Facility and, together with the $1.025 billion revolving credit facility established under such agreement (the 2014 Revolving Facility), the 2014 Credit Facilities) to reduce the LIBOR margin from 2.50% to 2.00% and the base rate margin from 1.50% to 1.00%.
In August 2017, American and AAG entered into the Fourth Amendment to the Amended and Restated Credit and Guaranty Agreement pursuant to which the maturity date of the 2014 Revolving Facility was extended to October 2022, the LIBOR margin thereon was reduced from 3.00% to 2.25%, and the maximum principal amount of such facility was reduced to $1.0 billion.
April 2016 Credit Facilities
In August 2017, American and AAG entered into the Second Amendment to the Credit and Guaranty Agreement, amending the Credit and Guaranty Agreement dated as of April 29, 2016 (the April 2016 Credit Facilities), as previously amended by the First Amendment to the Credit and Guaranty Agreement, dated as of October 31, 2016, pursuant to which a new $300 million revolving credit facility (the April 2016 Revolving Facility) was established with a maturity date of October 2022 and a LIBOR margin of 2.25%.
In November 2017, American and AAG entered into the Third Amendment to the Credit and Guaranty Agreement, amending the April 2016 Credit Facilities, pursuant to which AAG refinanced the $990 million term loan facility due April 2023 established thereunder (the April 2016 Term Loan Facility), to reduce the LIBOR margin from 2.50% to 2.00% and the base rate margin from 1.50% to 1.00%.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

December 2016 Credit Facilities
In November 2017, American and AAG entered into the First Amendment to the Amended and Restated Credit and Guaranty Agreement, amending the Amended and Restated Credit and Guaranty Agreement, dated as of December 15, 2016, pursuant to which AAG refinanced the $1.25 billion term loan facility due December 2023 established thereunder (the December 2016 Term Loan Facility), to reduce the LIBOR margin from 2.50% to 2.00% and the base rate margin from 1.50% to 1.00%.
Certain details of our 2013, 2014, April 2016 and December 2016 Credit Facilities (collectively referred to as the Credit Facilities) are shown in the table below as of December 31, 2016:

  

2013 Credit Facilities

 

2014 Credit Facilities

 

April and December

2016 Credit Facilities

  

2013 Term
Loan

 

2013 Revolving
Facility

 

2014 Term

Loan

 

2014 Revolving
Facility

 

April 2016

Term Loan

 

December 2016

Term Loan

Aggregate principal issued or credit facility availability $1.9 billion $1.4 billion $750 million $1.025 billion $1.0 billion $1.25 billion
Principal outstanding or drawn $1.84 billion $— $735 million $— $1.0 billion $1.25 billion
Maturity date June 2020 October 2020 October 2021 October 2020 April 2023 December 2023
London Interbank Offered Rate (LIBOR) margin 2.50%(1),(2) 3.00% 2.50%(1) 3.00% 2.50%(1) 2.50%(1)

(1)

LIBOR margin is subject to a floor of 0.75%.

(2)

As AAG’s corporate credit rating was Ba3 or higher from Moody’s andBB- or higher from Standard and Poor’s (S&P) as of December 31, 2016, the applicable LIBOR margin is 2.50% for the 2013 Term Loan; otherwise, the LIBOR margin would be 2.75%.

2017:

 2013 Credit Facilities 2014 Credit Facilities April 2016 Credit Facilities December 2016 Credit Facilities
 
2013 Term
Loan
 
2013 Revolving
Facility
 
2014 Term
Loan
 
2014 Revolving
Facility
 
April 2016
Term Loan
 
April 2016
Revolving Facility
 
December 
2016
Term Loan
Aggregate principal issued or credit facility availability
(in millions)
$1,900 $1,200 $750 $1,000 $1,000 $300 $1,250
Principal outstanding or drawn (in millions)$1,825 $— $728 $— $990 $— $1,238
Maturity dateJune 2020 October 2022 October 2021 October 2022 April 2023 October 2022 December 2023
LIBOR margin2.00% 2.25% 2.00% 2.25% 2.00% 2.25% 2.00%
The Term Loans are repayable in annual installments in an amount equal to 1.00% of the aggregate principal amount issued, with any unpaid balance due on the respective maturity dates. Voluntary prepayments may be made by American at any time.

The proceeds from the April 2016 Term Loan and the December 2016 Term Loan were used to repay $588 million and $970 million, respectively, in remaining principal plus accrued and unpaid interest of the 2013 Citicorp Credit Facility trancheB-2 term loan (TrancheB-2) and trancheB-1 term loan (TrancheB-1), respectively, with the remainder of the proceeds to be used for general corporate purposes.

The 2013, 2014 and 2014April 2016 Revolving Facilities provide that American may from time to time borrow, repay and reborrow loans thereunderthereunder. The 2013 and 2014 Revolving Facilities have the ability to issue letters of credit thereunder in an aggregate

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

amount outstanding at any time up to $150 million and $300 million.million, respectively. The 2013, 2014 and 2014April 2016 Revolving Facilities are each subject to an undrawn annual fee of 0.75%. As of December 31, 2016,2017, there were no borrowings or letters of credit outstanding under the 2013, 2014 or 2014April 2016 Revolving Facilities. The April 2016 and December 2016 Credit Facilities each provide for a revolving credit facility that may be established in the future.

Subject to certain limitations and exceptions, the Credit Facilities are secured by certain collateral, including certain spare parts, certain slots, certain route authorities, certain simulators and airport gatecertain leasehold rights. American has the ability to make future modifications to the collateral pledged, subject to certain restrictions. American’s obligations under the Credit Facilities are guaranteed by AAG. American is required to maintain a certain minimum ratio of appraised value of the collateral to the outstanding loans as further described below in“Collateral-Related Covenants.”

The Credit Facilities contain events of default customary for similar financings, including cross default to other material indebtedness. Upon the occurrence of an event of default, the outstanding obligations may be accelerated and become due and payable immediately. In addition, if a “change of control” occurs, American will (absent an amendment or waiver) be required to repay at par the loans outstanding under the Credit Facilities and terminate the 2013, 2014 and 2014April 2016 Revolving Facilities and any revolving credit facilities established under the April 2016 or December 2016 Credit Facilities. The Credit Facilities also include covenants that, among other things, require AAG to maintain a minimum aggregate liquidity (as defined in the Credit Facilities) of not less than $2.0 billion, and limit the ability of AAG and its restricted subsidiaries to pay dividends and make certain other payments, make certain investments, incur additional indebtedness, incur liens on the collateral, dispose of the collateral, enter into certain affiliate transactions and engage in certain business activities, in each case subject to certain exceptions.

(b) 2013 Citicorp Credit Facility

On May 23, 2013, American entered into a term loan credit facility (as amended, the 2013 Citicorp Credit Facility) with Citicorp North America, Inc., as administrative agent, and certain lenders. The 2013 Citicorp Credit Facility consisted of TrancheB-1 and TrancheB-2 that were repaid and terminated in 2016 in connection with American’s entry into the April 2016 and December 2016 Credit Facilities discussed above.

(c) EETCs Issued in 2016

2016-1 EETCs

In January 2016, American created three pass-through trusts which issued approximately $1.1 billion aggregate principal amount of Series2016-1 Class AA, Class A and Class B EETCs (the2016-1 EETCs) in connection with the financing of 22 aircraft owned by American (the2016-1 EETC Aircraft). All of the proceeds received from the sale of the2016-1 EETCs have been used to purchase equipment notes issued by American. Interest and principal payments on the equipment notes are payable semi-annually in January and July of each year, which began in July 2016. These equipment notes are secured by liens on the2016-1 EETC Aircraft.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

(b) EETCs
2016-3 EETCs

The details

During the first quarter of 2017, all remaining net proceeds of the2016-1 EETC Series 2016-3 Class AA and Class A EETCs (the 2016-3 EETCs), in the amount of $109 million, were used to purchase equipment notes issued by American in three series are reflected inconnection with the table below asfinancing of December 31, 2016:

   2016-1 EETCs
   Series AA  Series A  Series B

Aggregate principal issued

  $584 million  $262 million  $228 million

Fixed interest rate per annum

  3.575%  4.10%  5.25%

Maturity date

  January 2028  January 2028  January 2024

2016-2two of the 25 aircraft financed under the 2016-3 EETCs

(such 25 aircraft, the 2016-3 Aircraft).

In May and July 2016,October 2017, American created threeone additional pass-through truststrust which issued approximately $1.1 billion$193 million aggregate principal amount of Series2016-2 Class AA, Class A and 2016-3 Class B EETCs (the2016-2 2016-3 Class B EETCs) in connection with the financing of 22 aircraft owned by American (the2016-2 EETC Aircraft). All of the 2016-3 Aircraft. The proceeds received from the sale of the2016-2 2016-3 Class B EETCs have beenwere used on the date of issuance of the 2016-3 Class B EETCs to purchaseacquire Series B equipment notes issued by American. American in connection with the financing of the 2016-3 Aircraft.
Interest and principal payments on the equipment notes issued in connection with the 2016-3 EETCs are payable semi-annually in JuneApril and DecemberOctober of each year, with interest payments that began in December 2016April 2017 and principal payments that began in October 2017 for the Class AA and Class A EETCs and interest and principal payments beginning in June 2017.April 2018 for the Class B EETCs. These equipment notes are secured by liens on the2016-2 2016-3 Aircraft.
Certain information regarding the 2016-3 EETC Aircraft.

The detailsequipment notes, as of December 31, 2017, is set forth in the table below.

 2016-3 EETCs
 Series AA Series A Series B
Aggregate principal issued$558 million $256 million $193 million
Fixed interest rate per annum3.00% 3.25% 3.75%
Maturity dateOctober 2028 October 2028 October 2025
2016-22017-1 EETCs EETC
In January 2017, American created three pass-through trusts which issued approximately $983 million aggregate principal amount of Series 2017-1 Class AA, Class A and Class B EETCs (the 2017-1 EETCs) in connection with the financing of 24 aircraft delivered to American through May 2017 (the 2017-1 Aircraft).
During the first six months of 2017, all of the net proceeds received from the sale of the 2017-1 EETCs were used to purchase equipment notes issued by American in three seriesconnection with the financing of the 2017-1 Aircraft. Interest and principal payments on equipment notes issued in connection with the 2017-1 EETCs are reflectedpayable semi-annually in February and August of each year, with interest payments that began in August 2017 and principal payments beginning in February 2018. These equipment notes are secured by liens on the table below2017-1 Aircraft.
Certain information regarding the 2017-1 EETC equipment notes, as of December 31, 2016:2017, is set forth in the table below.
 2017-1 EETCs
 Series AA Series A Series B
Aggregate principal issued$537 million $248 million $198 million
Fixed interest rate per annum3.65% 4.00% 4.95%
Maturity dateFebruary 2029 February 2029 February 2025


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

2017-2 EETCs

   

2016-2 EETCs

   

Series AA

  

Series A

  

Series B

Aggregate principal issued

  $567 million  $261 million  $227 million

Fixed interest rate per annum

  3.20%  3.65%  4.375%

Maturity date

  June 2028  June 2028  June 2024

2016-3 EETCs

In October 2016,August 2017, American created two pass-through trusts which issued approximately $814$797 million aggregate principal amount of Series2016-3 2017-2 Class AA and Class A EETCs (the2016-3 2017-2 EETCs) in connection with the financing of 2530 aircraft owned bypreviously delivered to American or originally scheduled to be delivered to American through January 2017April 2018 (the2016-3 EETC 2017-2 Aircraft). A portion of the net proceeds received from the sale of the2016-3 2017-2 EETCs has been used to acquire Series AA and A equipment notes issued by American to the pass-through trusts and the balance of such proceeds is being held in escrow for the benefit of the holders of the2016-3 2017-2 EETCs until such time as American issues additional Series AA and A equipment notes to the pass-through trusts, which trusts will purchase thesuch additional equipment notes with the escrowed funds. These escrowed funds are not guaranteed by American and are not reported as debt on our consolidated balance sheet because the proceeds held by the depository are not American’s assets.

In October 2017, American created one additional pass-through trust which issued approximately $221 million aggregate principal amount of Series 2017-2 Class B EETCs (the 2017-2 Class B EETCs) in connection with the financing of the 2017-2 Aircraft. A portion of the net proceeds received from the sale of the Series 2017-2 Class B EETCs was used on the date of issuance of the 2017-2 Class B EETCs to acquire Series B equipment notes issued by American in connection with the financing of certain 2017-2 Aircraft, and the balance of such proceeds is being held in escrow for the benefit of the holders of the 2017-2 Class B EETCs until such time as American issues additional Series B equipment notes to the pass-through trust, which will purchase such additional equipment notes with a portion of the escrowed funds. These escrowed funds are not guaranteed by American and are not reported as debt on our consolidated balance sheet because the proceeds held by the depository are not American’s assets.
As of December 31, 2016,2017, approximately $705$735 million of the escrowed proceeds from the2016-3 2017-2 EETCs have been used to purchase equipment notes issued by American. Interest and principal payments on the equipment notes issued in connection with the 2017-2 EETCs are payable semi-annually in April and October of each year, with interest payments beginning in April 20172018 and principal payments beginning in October 2017.2018. These equipment notes are secured by liens on the2016-3 aircraft financed with the proceeds of the 2017-2 EETCs.
Certain information regarding the 2017-2 EETC Aircraft. Theequipment notes and the remaining escrowed proceeds of $109 million will be used to purchase equipment notes as new aircraft are financed following their delivery.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

The details of the2016-3 EETC equipment notes issued by American in two series are reflected in the table below2017-2 EETCs, as of December 31, 2016:

   

2016-3 EETCs

   

Series AA

  

Series A

Aggregate principal issued

  $558 million  $256 million

Remaining escrowed proceeds

  $75 million  $34 million

Fixed interest rate per annum

  3.00%  3.25%

Maturity date

  October 2028  October 2028

(d)2017, is set forth in the table below.

 2017-2 EETCs
 Series AA Series A Series B
Aggregate principal issued$545 million $252 million $221 million
Remaining escrowed proceeds$152 million $70 million $61 million
Fixed interest rate per annum3.35% 3.60% 3.70%
Maturity dateOctober 2029 October 2029 October 2025
(c) Equipment Loans and Other Notes Payable Issued in 2016

2017

In 2016,2017, American entered into loan agreements to borrow $1.8under which it borrowed $1.0 billion in connection with the financing of certain aircraft. Debt incurred under these loan agreements matures in 20212027 through 20282029 and bears interest at fixed and variable rates of LIBOR plus an applicable margin averaging 2.96%3.08% at December 31, 2016.

(e) Special Facility Revenue Bonds

2016 Financing Activity

In June 2016, the New York Transportation Development Corporation (NYTDC) issued approximately $844 million of special facility revenue refunding bonds (the 2016 JFK Bonds) on behalf of American. The net proceeds from the 2016 JFK Bonds generally were used to provide a portion of the funds to refinance $1.0 billion of special facility revenue bonds (Prior JFK Bonds), the net proceeds of which partially financed the construction of a terminal (the Terminal) used by American at John F. Kennedy International Airport (JFK).

American is required to pay debt service on the 2016 JFK Bonds through payments under a loan agreement with NYTDC, and American and AAG guarantee the 2016 JFK Bonds. American’s and AAG’s obligations under these guarantees are secured by a mortgage on American’s lease of the Terminal and related property from the Port Authority of New York and New Jersey.

The 2016 JFK Bonds, in aggregate, were priced at approximately 107% of par value. The gross proceeds from the issuance of the 2016 JFK Bonds were approximately $907 million. Of this amount, approximately $895 million was used to partially fund the redemption of the Prior JFK Bonds. The 2016 JFK Bonds bear interest at 5.0% per annum and are comprised of $212 million of serial bonds, portions of which mature annually from August 1, 2017 to August 1, 2021, and $632 million of term bonds, $278 million of which matures on August 1, 2026 and $354 million of which matures on August 1, 2031. In connection with the refinancing of the Prior JFK Bonds, American recorded a special nonoperating charge of $36 million consisting ofnon-cash write offs of unamortized bond discounts and issuance costs as well as payments of redemption premiums and fees.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

(f)2017.

(d) Senior Notes

The details of our 5.50%6.125%, 6.125%5.50% and 4.625% senior notes are shown in the table below as of December 31, 2016:

   

5.50% Senior Notes

  

6.125% Senior Notes

  

4.625% Senior Notes

Aggregate principal issued and outstanding

  $750 million  $500 million  $500 million

Maturity date

  October 2019  June 2018  March 2020

Fixed interest rate per annum

  5.50%  6.125%  4.625%

Interest payments

  Semi-annually in arrears in April and October  Semi-annually in arrears in June and December  Semi-annually in arrears in March and September

2017:

 6.125% Senior Notes 5.50% Senior Notes 4.625% Senior Notes
Aggregate principal issued and outstanding$500 million $750 million $500 million
Maturity dateJune 2018 October 2019 March 2020
Fixed interest rate per annum6.125% 5.50% 4.625%
Interest paymentsSemi-annually in arrears in June and December Semi-annually in arrears in April and October Semi-annually in arrears in March and September


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

The 6.125%, 5.50% senior notes and the 4.625% senior notes are senior unsecured obligations of AAG. The 6.125% senior notes are general unsecured senior obligations of AAG. The senior notes are fully and unconditionally guaranteed by American. The indentures for the senior notes contain covenants and events of default generally customary for similar financings. In addition, if we experience specific kinds of changes of control, we must offer to repurchase the senior notes at a price of 101% of the principal amount plus accrued and unpaid interest, if any, to (but not including) the repurchase date. Upon the occurrence of certain events of default, the senior notes may be accelerated and become due and payable.

Guarantees

As of December 31, 2016,2017, AAG had issued guarantees covering approximately $844$810 million of American’s special facility revenue bonds (and interest thereon) and $9.3$8.5 billion of American’s secured debt (and interest thereon), including the Credit Facilities and certain EETC financings.

Collateral-Related Covenants

Certain of our debt financing agreements contain loan to value (LTV) ratio covenants and require us to annually appraise the related collateral. Pursuant to such agreements, if the LTV ratio exceeds a specified threshold, we are required, as applicable, to pledge additional qualifying collateral (which in some cases may include cash collateral), or pay down such financing, in whole or in part.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

Specifically, we are required to meet certain collateral coverage tests on an annual basis for four credit facilities, as described below:

   

2013 Credit Facilities

  

2014 Credit Facilities

  

April 2016 Credit
Facilities

  

December 2016
Credit Facilities

Frequency of Appraisals

of Appraised Collateral

  Annual  Annual  Annual  Annual

LTV Requirement

  1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)  1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)  1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)  1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)
LTV as of Last Measurement Date  31.5%  23.2%  47.7%  61.8%

Collateral Description

  Generally, certain slots, route authorities, and airport gate leasehold rights used by American to operate all services between the U.S. and South America  Generally, certain slots, route authorities and airport gate leasehold rights used by American to operate certain services between the U.S. and London Heathrow  Certain spare parts  Generally, certain Ronald Reagan Washington National Airport (DCA) slots, certain La Guardia Airport (LGA) slots, and certain simulators

 2013 Credit Facilities 2014 Credit Facilities 
April 2016
Credit Facilities
 
December 2016
Credit Facilities
Frequency of Appraisals
of Appraised Collateral
Annual Annual Annual Annual
LTV Requirement1.6x Collateral valuation to amount of debt outstanding (62.5% LTV) 1.6x Collateral valuation to amount of debt outstanding (62.5% LTV) 1.6x Collateral valuation to amount of debt outstanding (62.5% LTV) 1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)
LTV as of Last Measurement Date33.9% 23.1% 42.7% 59.0%
Collateral DescriptionGenerally, certain slots, route authorities, and airport gate leasehold rights used by American to operate all services between the U.S. and South America Generally, certain slots, route authorities and airport gate leasehold rights used by American to operate certain services between the U.S. and London Heathrow Generally, certain spare parts Generally, certain Ronald Reagan Washington National Airport (DCA) slots, certain La Guardia Airport (LGA) slots, certain simulators and certain leasehold rights
At December 31, 2016,2017, we were in compliance with the applicable collateral coverage tests as of the most recent measurement dates.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

6.  Income Taxes

The significant components of the income tax provision (benefit) were (in millions):

   Year Ended December 31, 
   2016   2015  2014 

Current income tax provision (benefit):

     

Federal

  $   $  $(25

State and Local

   12    20   9 
  

 

 

   

 

 

  

 

 

 

Current income tax provision (benefit)

   12    20   (16
  

 

 

   

 

 

  

 

 

 

Deferred income tax provision (benefit):

     

Federal

   1,508    (2,884  345 

State and Local

   103    (130  1 
  

 

 

   

 

 

  

 

 

 

Deferred income tax provision (benefit)

   1,611    (3,014  346 
  

 

 

   

 

 

  

 

 

 

Total income tax provision (benefit)

  $1,623   $(2,994 $330 
  

 

 

   

 

 

  

 

 

 

 Year Ended December 31,
 2017 2016 2015
Current income tax provision:     
Federal$
 $
 $
State and Local24
 12
 20
Current income tax provision24
 12
 20
Deferred income tax provision (benefit):     
Federal1,085
 1,508
 (2,884)
State and Local56
 103
 (130)
Deferred income tax provision (benefit)1,141
 1,611
 (3,014)
Total income tax provision (benefit)$1,165
 $1,623
 $(2,994)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

The income tax provision (benefit) differed from amounts computed at the statutory federal income tax rate as follows (in millions):

   Year Ended December 31, 
   2016   2015  2014 

Statutory income tax provision

  $1,505   $1,616  $1,123 

State income tax provision, net of federal tax effect

   63    72   75 

Book expenses (benefits) not deductible for tax purposes

   34    57   (1

Bankruptcy administration expenses

   1    3   95 

Alternative minimum tax (AMT) credit refund

          (24

Change in valuation allowance

   7    (4,742  (1,323

Income tax provision resulting from OCI allocation

          330 

Other, net

   13       55 
  

 

 

   

 

 

  

 

 

 

Income tax provision (benefit)

  $1,623   $(2,994 $330 
  

 

 

   

 

 

  

 

 

 

 Year Ended December 31,
 2017 2016 2015
Statutory income tax provision$1,079
 $1,505
 $1,616
State income tax provision, net of federal tax effect61
 63
 72
Book expenses not deductible for tax purposes33
 34
 57
Bankruptcy administration expenses1
 1
 3
2017 Tax Act(7) 
 
Change in valuation allowance(3) 7
 (4,742)
Other, net1
 13
 
Income tax provision (benefit)$1,165
 $1,623
 $(2,994)
We provide a valuation allowance for our deferred tax assets, which include our NOLs,net operating losses (NOLs), when it is more likely than not that some portion, or all of our deferred tax assets, will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. 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 projectionsassessment of future profitability, including risks associated with remaining Merger integration activities as well as other conditions which are beyond our control, such as the health of the economy, the level and volatility of fuel prices and travel demand.

In connection with the preparation of our financial statements at the end of 2015, we determined that after considering all positive and negative evidence, including the completion of certain critical Merger integration milestones as well as our financial performance, it was more likely than not that substantially all of our deferred income tax assets, which include our NOLs, would be realized. Accordingly, during the year ended December 31, 2015, we reversed $3.0 billion of the valuation allowance, which resulted in a specialnon-cash tax benefit recorded in the consolidated statement of operations.

For the year ended December 31, 2014, we recorded a $330 million tax provision. During 2014, we sold our portfolio of fuel hedging contracts that were scheduled to settle on or after June 30, 2014. In connection with this sale, we recorded a specialnon-cash tax provision of $330 million in the second quarter of 2014 that reversed thenon-cash tax provision which was recorded in OCI, a subset of stockholders’ equity, principally in 2009. This provision represents the tax effect associated with gains recorded in OCI principally in 2009 due to a net increase in the fair value of our fuel hedging contracts. In accordance with GAAP, we retained the $330 million tax provision in OCI until the last contract was settled or terminated.

In addition to the changes in the valuation allowance from operations described in the table above, the valuation allowance was also impacted by the changes in the components of accumulated other comprehensive income (loss), described in Note 10. The total increase into the valuation allowance was $7 million in 2016. The2017, $10 million of which is included in the 2017 Tax Act amount in the table above. In 2016, the total increase to the valuation allowance was $7 million and in 2015, the total decrease into the valuation allowance was $4.8 billion and $197 million in 2015 and 2014, respectively.

billion.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.


The components of our deferred tax assets and liabilities were (in millions):

   December 31, 
   2016  2015 

Deferred tax assets:

   

Operating loss carryforwards

  $3,853  $2,558 

Pensions

   2,610   2,436 

Loyalty program liability

   485   590 

Alternative minimum tax credit carryforwards

   344   346 

Postretirement benefits other than pensions

   291   340 

Rent expense

   256   134 

Gains from lease transactions

   213   262 

Reorganization items

   53   57 

Other

   972   1,200 
  

 

 

  

 

 

 

Total deferred tax assets

   9,077   7,923 

Valuation allowance

   (29  (22
  

 

 

  

 

 

 

Net deferred tax assets

   9,048   7,901 
  

 

 

  

 

 

 

Deferred tax liabilities:

   

Accelerated depreciation and amortization

   (7,216  (5,158

Other

   (345  (266
  

 

 

  

 

 

 

Total deferred tax liabilities

   (7,561  (5,424
  

 

 

  

 

 

 

Net deferred tax asset

  $1,487  $2,477 
  

 

 

  

 

 

 

 December 31,
 2017 2016
Deferred tax assets:   
Operating loss carryforwards$2,281
 $3,853
Pensions1,559
 2,610
Loyalty program liability420
 485
Alternative minimum tax (AMT) credit carryforwards344
 344
Postretirement benefits other than pensions170
 291
Rent expense160
 256
Gains from lease transactions107
 213
Reorganization items35
 53
Other678
 972
Total deferred tax assets5,754
 9,077
Valuation allowance(36) (29)
Net deferred tax assets5,718
 9,048
    
Deferred tax liabilities:   
Accelerated depreciation and amortization(5,045) (7,216)
Other(279) (345)
Total deferred tax liabilities(5,324) (7,561)
Net deferred tax asset$394
 $1,487
At December 31, 2016,2017, we had approximately $10.5$10.0 billion of gross NOL Carryforwardsfederal NOLs carried over from prior taxable years (NOL Carryforwards) to reduce future federal taxable income, substantially all of which are expectedwe expect to be available for use in 2017.2018. The federal NOL Carryforwards will expire beginning in 2022 if unused. We also had approximately $3.7$3.4 billion of NOL Carryforwards to reduce future state taxable income at December 31, 2016,2017, which will expire in years 20172018 through 20362037 if unused. Our ability to deduct our NOL Carryforwards and to utilize certain other available tax attributes can be substantially constrained under the general annual limitation rules of Section 382 where an “ownership change” has occurred. Substantially all of our remaining federal NOL Carryforwards (attributableattributable to US Airways Group)Group are subject to limitation under Section 382; however, our ability to utilize such NOL Carryforwards is not anticipated to be effectively constrained as a result of such limitation. We elected to be covered by certain special rules for federal income tax purposes that permitted approximately $9.0 billion (with $8.9$8.4 billion of unlimited NOL still remaining at December 31, 2016)2017) of our federal NOL Carryforwards to be utilized without regard to the annual limitation generally imposed by Section 382. Similar limitations may apply for state income tax purposes. Our ability to utilize any new NOL Carryforwards arising after the ownership changes is not affected by the annual limitation rules imposed by Section 382 unless another future ownership change occurs. Under the Section 382 limitation, cumulative stock ownership changes among material stockholders exceeding 50% during a rolling three-year period can potentially limit a company’s future use of NOLs and tax credits. See Part I, Item 1A. Risk Factors – “Our ability to utilize our NOL Carryforwards may be limited”for unaudited additional discussion of this risk.

At December 31, 2016,2017, we had an AMT credit carryforward of approximately $339 million available for federal income tax purposes, which is available for an indefinite period.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

now expected to be refunded in 2019 and 2020 as a result of the repeal of corporate AMT.

In 2016,2017, we recorded an income tax provision of $1.2 billion, with an effective rate of approximately 38%, which was substantiallynon-cash as we utilized our NOLs described above. Substantially all of our income before income taxes is attributable to the United States.

We file our tax returns as prescribed by the tax laws of the jurisdictions in which we operate. Our 20132014 through 20152016 tax years are still subject to examination by the Internal Revenue Service. Various state and foreign jurisdiction tax years remain open to examination and we are under examination, in administrative appeals, or engaged in tax litigation in certain jurisdictions. We believe that the effect of any assessments will not be material to our consolidated financial statements.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

The amount of, and changes to, our uncertain tax positions were not material in any of the years presented. We accrue interest and penalties related to unrecognized tax benefits in interest expense and operating expense, respectively.

The 2017 Tax Act was enacted on December 22, 2017. The 2017 Tax Act is the most comprehensive tax change in more than 30 years. As of December 31, 2017, we have not completed our evaluation of the 2017 Tax Act; however, to the extent possible, we have made a reasonable estimate of its effects, including the impact of lower corporate income tax rates (21% vs. 35%) on our deferred tax assets and liabilities and the one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred. For the year ended December 31, 2017, we recognized a special income tax benefit of $7 million to reflect these impacts of the 2017 Tax Act.
The 2017 Tax Act is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementation regulations by the Treasury and Internal Revenue Service. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. Accordingly, we have not yet been able to make a reasonable estimate of the impact of certain items and continue to account for those items based on the tax laws in effect prior to the 2017 Tax Act.
As further interpretations, clarifications and amendments to the 2017 Tax Act are made, our future financial statements could be materially impacted.
7.  Risk Management

Our economic prospects are heavily dependent upon two variables we cannot control: the health of the economy and the price of fuel.

Due to the discretionary nature of business and leisure travel spending and the highly competitive nature of the airline industry, our revenues are heavily influenced by the condition of the U.S. economy and economies in other regions of the world. Unfavorable conditions in these broader economies have resulted, and may result in the future, in decreased passenger demand for air travel, and changes in booking practices bothand related reactions by our competitors, all of which in turn have had, and may have in the future, a strong negative effect on our revenues.business. In addition, during challenging economic times, actions by our competitors to increase their revenues can have an adverse impact on our revenues.

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. Jet fuel market prices have fluctuated substantially over the past several years and prices continue to be highly volatile. Because of the amount of fuel needed to operate our business, even a relatively small increase or decrease in the price of fuel can have a material effect on our operating results and liquidity.

These additional factors could impact our results of operations, financial performance and liquidity:

(a) Credit Risk

Most of our receivables relate to tickets sold to individual passengers through the use of major credit cards or to tickets sold by other airlines and used by passengers on American. These receivables are short-term, mostly settled within seven days after sale. Bad debt losses, which have been minimal in the past, have been considered in establishing allowances for doubtful accounts. We do not believe we are subject to any significant concentration of credit risk.

(b) Interest Rate Risk

We have exposure to market risk associated with changes in interest rates related primarily to our variable rate debt obligations. Interest rates on $9.6 billion principal amount of long-term debt as of December 31, 20162017 are subject to adjustment to reflect changes in floating interest rates. The weighted average effective interest rate on our variable rate debt was 3.1%3.4% at December 31, 2016.2017. We do not currently have an interest rate hedge program.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.


(c) Foreign Currency Risk

We are exposed to the effect of foreign exchange rate fluctuations on the U.S. dollar value of foreign currency-denominated operating revenues and expenses. Our largest exposure comes from the British pound, Euro, Canadian dollar and various Latin American currencies, primarily the Brazilian real. We do not currently have a foreign currency hedge program. See Part I, Item 1A. Risk Factors – “We“We operate a global business with international operations that are subject to economic and politicalinstability and have been, and in the future may continue to be, adversely affected by numerous events, circumstances or government actions beyond our control” for unaudited additional discussion of this risk.

8.  Fair Value Measurements

and Other Investments

Assets Measured at Fair Value on a Recurring Basis

Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. Accounting standards include disclosure requirements around fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels:

Level 1 – Observable inputs such as quoted prices in active markets;

Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

When available, we use quoted market prices to determine the fair value of our financial assets. If quoted market prices are not available, we measure fair value using valuation techniques that use, when possible, current market-based or independently-sourced market parameters, such as interest rates and currency rates.

We utilize the market approach to measure fair value for 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 classified as Level 2 primarily utilize broker quotes in anon-active market for valuation of these securities. No changes in valuation techniques or inputs occurred during the year ended December 31, 2016.

2017.

Assets measured at fair value on a recurring basis are summarized below (in millions):

   Fair Value Measurements as of December 31, 2016 
       Total           Level 1           Level 2           Level 3     

Short-term investments(1)(2):

        

Money market funds

  $589   $589   $   $ 

Corporate obligations

   2,550        2,550     

Bank notes/certificates of deposit/time deposits

   2,898        2,898     
  

 

 

   

 

 

   

 

 

   

 

 

 
   6,037    589    5,448     

Restricted cash and short-term investments(1)

   638    638         
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $6,675   $1,227   $5,448   $ 
  

 

 

   

 

 

   

 

 

   

 

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

 Fair Value Measurements as of December 31, 2017
 Total     Level 1     Level 2     Level 3    
Short-term investments (1) (2):
       
Money market funds$188
 $188
 $
 $
Corporate obligations1,620
 
 1,620
 
Bank notes/certificates of deposit/time deposits2,663
 
 2,663
 
Repurchase agreements300
 
 300
 
 4,771
 188
 4,583
 
Restricted cash and short-term investments (1)
318
 108
 210
 
Total$5,089
 $296
 $4,793
 $
(1) 

Unrealized gains or losses on short-term investments and restricted cash and short-term investments are recorded in accumulated other comprehensive income (loss) at each measurement date.

(2) 

All short-term investments are classified as available-for-sale and stated at fair value. Our short-term investments mature in one year or less except for $700 million of bank notes/certificates of deposit/time deposits and $341 million of corporate obligations.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

 Fair Value Measurements as of December 31, 2016
 Total     Level 1     Level 2     Level 3    
Short-term investments (1) (2):
       
Money market funds$589
 $589
 $
 $
Corporate obligations2,550
 
 2,550
 
Bank notes/certificates of deposit/time deposits2,898
 
 2,898
 
 6,037
 589
 5,448
 
Restricted cash and short-term investments (1)
638
 638
 
 
Total$6,675
 $1,227
 $5,448
 $
(1)
Unrealized gains or losses on short-term investments and restricted cash and short-term investments are recorded in accumulated other comprehensive income (loss) at each measurement date.
(2)
All short-term investments are classified as available-for-sale and stated at fair value. Our short-term investments mature in one year or less except for $385 million of bank notes/certificates of deposit/time deposits and $230 million of corporate obligations.

   Fair Value Measurements as of December 31, 2015 
       Total           Level 1           Level 2           Level 3     

Short-term investments(1)(2):

        

Money market funds

  $1,010   $1,010   $   $ 

Government agency investments

   1        1     

Corporate obligations

   2,191        2,191     

Bank notes/certificates of deposit/time deposits

   2,662        2,662     
  

 

 

   

 

 

   

 

 

   

 

 

 
   5,864    1,010    4,854     

Restricted cash and short-term investments(1)

   695    695         
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $6,559   $1,705   $4,854   $ 
  

 

 

   

 

 

   

 

 

   

 

 

 

(1)

Unrealized gains or losses on short-term investments and restricted cash and short-term investments are recorded in accumulated other comprehensive income (loss) at each measurement date.

(2)

All short-term investments are classified asavailable-for-sale and stated at fair value. Our short-term investments mature in one year or less except for $1.2 billion of bank notes/certificates of deposit/time deposits and $734 million of corporate obligations.

There were no Level 1 to Level 2 transfers during the years ended December 31, 2016 or 2015.

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. If our long-term debt was measured at fair value, it would have been classified as Level 2 in the fair value hierarchy.

The carrying value and estimated fair value of our long-term debt, including current maturities, were as follows (in millions):

   December 31, 2016   December 31, 2015 
   Carrying
Value
   Fair
Value
   Carrying
Value
   Fair
Value
 

Long-term debt, including current maturities

  $24,344   $24,983   $20,561   $21,111 
  

 

 

   

 

 

   

 

 

   

 

 

 

 December 31, 2017 December 31, 2016
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Long-term debt, including current maturities$25,065
 $25,848
 $24,344
 $24,983
Other Investments
We have an approximate 25% ownership interest in Republic Airways Holdings Inc. (Republic), which we received in the second quarter of 2017 in consideration for our unsecured claim in Republic’s bankruptcy case. This ownership interest is accounted for under the equity method and our portion of Republic’s financial results is recognized within other, net on the consolidated statements of operations. In 2017, we recognized $544 million of regional expense from our capacity purchase agreement with Republic.
Additionally, in the third quarter of 2017, we acquired 2.7% of the outstanding shares of China Southern Airlines Company Limited for $203 million. Since our subscription agreement restricts the sale or transfer of these shares for three years, we account for this investment under the cost method.
These investments are reflected within other assets on our consolidated balance sheets.
9.  Employee Benefit Plans

We sponsor defined benefit and defined contribution pension plans for eligible employees. The defined benefit pension plans provide benefits for participating employees based on years of service and average compensation for a specified period of time before retirement. Effective November 1,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

2012, substantially all of our defined benefit pension plans were frozen and we began providing enhanced benefits under our defined contribution pension plans for certain employee groups. We use a December 31 measurement date for all of our defined benefit pension plans. We also provide certain retiree medical and other postretirement benefits, including health care and life insurance benefits, to retired employees. Effective November 1, 2012, we modified our retiree medical and other postretirement benefits plans to eliminate the company subsidy for employees who retire on or after November 1, 2012. As a result of modifications to our retiree medical and other postretirement benefits plans in 2012, we recognized a negative plan



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

amendment of $1.9 billion, which is included as a component of actuarial gainprior service benefit in OCI and will be amortized over the future service life of the active plan participants for whom the benefit was eliminated, or approximately eight years. As of December 31, 2016, $8712017, $631 million of actuarial gainprior service benefit remains to be amortized.

Benefit Obligations, Fair Value of Plan Assets and Funded Status

The following tables provide a reconciliation of the changes in the pension and retiree medical and other postretirement benefits obligations, fair value of plan assets and a statement of funded status as of December 31, 20162017 and 2015:

   Pension Benefits  Retiree Medical and Other
Postretirement Benefits
 
   2016  2015        2016              2015       
   (In millions) 

Benefit obligation at beginning of period

  $16,395  $17,594  $1,131  $1,325 

Service cost

   2   2   3   3 

Interest cost

   749   737   47   50 

Actuarial (gain) loss(1) (2)

   729   (1,159  (105  (177

Plan amendments

         7    

Settlements

   (2  (3      

Benefit payments

   (635  (776  (92  (94

Other

            24 
  

 

 

  

 

 

  

 

 

  

 

 

 

Benefit obligation at end of period

  $17,238  $16,395  $991  $1,131 
  

 

 

  

 

 

  

 

 

  

 

 

 

Fair value of plan assets at beginning of period

  $9,707  $10,986  $253  $244 

Actual return on plan assets

   915   (506  22   (10

Employer contributions

   32   6   83   89 

Settlements

   (2  (3      

Benefit payments

   (635  (776  (92  (94

Other(3)

            24 
  

 

 

  

 

 

  

 

 

  

 

 

 

Fair value of plan assets at end of period

  $10,017  $9,707  $266  $253 
  

 

 

  

 

 

  

 

 

  

 

 

 

Funded status at end of period

  $(7,221 $(6,688 $(725 $(878
  

 

 

  

 

 

  

 

 

  

 

 

 

2016:
 Pension Benefits 
Retiree Medical and 
Other Postretirement Benefits
 2017 2016 2017 2016
 (In millions)
Benefit obligation at beginning of period$17,238
 $16,395
 $991
 $1,131
Service cost2
 2
 4
 3
Interest cost721
 749
 39
 47
Actuarial (gain) loss (1) (2)
1,016
 729
 49
 (105)
Plan amendments
 
 
 7
Settlements(4) (2) 
 
Benefit payments(726) (635) (80) (92)
Other28
 
 8
 
Benefit obligation at end of period$18,275
 $17,238
 $1,011
 $991
Fair value of plan assets at beginning of period$10,017
 $9,707
 $266
 $253
Actual return on plan assets1,797
 915
 37
 22
Employer contributions (3)
286
 32
 72
 83
Settlements(4) (2) 
 
Benefit payments(726) (635) (80) (92)
Other25
 
 
 
Fair value of plan assets at end of period$11,395
 $10,017
 $295
 $266
Funded status at end of period$(6,880) $(7,221) $(716) $(725)
(1) 

The December 31, 20162017 and 20152016 pension actuarial (gain) loss primarily relates to weighted average discount rate assumption changes and changes to our mortality assumptions.

(2) 

The December 31, 2016 and 20152017 retiree medical and other postretirement benefits actuarial gain(gain) loss primarily relates to plan experience adjustments, weighted average discount rate assumption changes and changes to our mortality assumptions and as of December 31, 2016, also includes medical trend and cost assumption changes, favorable plan experience adjustments and weighted average discount rate assumption changes.

(3) 

At December 31, 2015, certain trust assets totaling approximately $24During 2017, we contributed $286 million were added to the retiree medical and other postretirement benefitsour defined benefit pension plans, asset values that were previously offset against the benefit obligation.

including supplemental contributions of $261 million in addition to a $25 million minimum required cash contribution.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.


Balance Sheet Position

   Pension Benefits   Retiree Medical and Other
Postretirement Benefits
 
   2016   2015         2016              2015       
   (In millions) 

As of December 31,

       

Current liability

  $7   $7   $97  $109 

Noncurrent liability(1)

   7,214    6,681    628   769 
  

 

 

   

 

 

   

 

 

  

 

 

 

Total liabilities

  $7,221   $6,688   $725  $878 
  

 

 

   

 

 

   

 

 

  

 

 

 

Net actuarial loss (gain)

  $5,484   $5,047   $(430 $(339

Prior service cost (benefit)(1)

   188    216    (837  (1,084
  

 

 

   

 

 

   

 

 

  

 

 

 

Total accumulated other comprehensive loss (income),pre-tax

  $5,672   $5,263   $(1,267 $(1,423
  

 

 

   

 

 

   

 

 

  

 

 

 

(1)

The 2016 noncurrent liability does not include $20 million of other postretirement benefits or $1 million of prior service cost. The 2015 noncurrent liability does not include $17 million of other postretirement benefits or $1 million of prior service cost.

 Pension Benefits 
Retiree Medical and 
Other Postretirement Benefits
 2017 2016 2017 2016
 (In millions)
As of December 31,       
Current liability$10
 $7
 $89
 $97
Noncurrent liability6,870
 7,214
 627
 628
Total liabilities$6,880
 $7,221
 $716
 $725
Net actuarial loss (gain)$5,351
 $5,484
 $(388) $(430)
Prior service cost (benefit)160
 188
 (600) (837)
Total accumulated other comprehensive loss (income), pre-tax$5,511
 $5,672
 $(988) $(1,267)
Plans with Accumulated Benefit Obligations Exceeding Fair Value of Plan Assets

   Pension Benefits   Retiree Medical and Other
Postretirement Benefits
 
   2016   2015         2016               2015       
   (In millions) 

Projected benefit obligation (PBO)

  $17,209   $16,369   $   $ 

Accumulated benefit obligation (ABO)

   17,197    16,357         

Accumulated postretirement benefit obligation (APBO)

           990    1,129 

Fair value of plan assets

   9,986    9,677    266    253 

ABO less fair value of plan assets

   7,211    6,680         

 Pension Benefits 
Retiree Medical and 
Other Postretirement Benefits
 2017 2016 2017 2016
 (In millions)
Projected benefit obligation$18,245
 $17,209
 $
 $
Accumulated benefit obligation (ABO)18,235
 17,197
 
 
Accumulated postretirement benefit obligation
 
 1,011
 990
Fair value of plan assets11,364
 9,986
 295
 266
ABO less fair value of plan assets6,871
 7,211
 
 
Net Periodic Benefit Cost (Income)

   Pension Benefits  Retiree Medical and
Other Postretirement Benefits
 
   2016  2015  2014      2016          2015          2014     
   (In millions) 

Defined benefit plans:

       

Service cost

  $2  $2  $3  $3  $3  $1 

Interest cost

   749   737   746   47   50   61 

Expected return on assets

   (750  (851  (786  (20  (19  (19

Settlements

      1   4          

Amortization of:

       

Prior service cost (benefit)(1)

   28   28   28   (240  (243  (244

Unrecognized net loss (gain)

   126   112   43   (17  (9  (8
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net periodic benefit cost (income)

   155   29   38   (227  (218  (209

Defined contribution plan cost

   766   662   546   N/A   N/A   N/A 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total cost (income)

  $921  $691  $584  $(227 $(218 $(209
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

(1)

The 2016, 2015 and 2014 prior service cost does not include amortization of $1 million, $3 million and $14 million, respectively, related to other postretirement benefits.

 Pension Benefits 
Retiree Medical and
Other Postretirement Benefits
 2017 2016 2015 2017 2016 2015
 (In millions)
Defined benefit plans:           
Service cost$2
 $2
 $2
 $4
 $3
 $3
Interest cost721
 749
 737
 39
 47
 50
Expected return on assets(790) (750) (851) (21) (20) (19)
Settlements1
 
 1
 
 
 
Amortization of:           
Prior service cost (benefit)28
 28
 28
 (237) (240) (243)
Unrecognized net loss (gain)144
 126
 112
 (23) (17) (9)
Net periodic benefit cost (income)106
 155
 29
 (238) (227) (218)
Defined contribution plan cost851
 766
 662
 N/A
 N/A
 N/A
Total cost (income)$957
 $921
 $691
 $(238) $(227) $(218)
The estimated amount of unrecognized actuarial net loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year is $144$172 million.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

The estimated amount of unrecognized actuarial net gain and prior service benefit for the retiree medical and other postretirement benefits plans that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year is $23$258 million.

Assumptions

The following actuarial assumptions were used to determine our benefit obligations and net periodic benefit cost for the periods presented:

   Pension Benefits  Retiree Medical  and
Other Postretirement Benefits
 
   2016  2015            2016                       2015            

Benefit obligations:

     

Weighted average discount rate

   4.30  4.70  4.10  4.42

   Pension Benefits  Retiree Medical and
Other Postretirement Benefits
 
       2016          2015          2014          2016          2015          2014     

Net periodic benefit cost:

       

Weighted average discount rate

   4.70  4.30  5.10  4.42  4.00  4.74

Weighted average expected rate of return on plan assets

   8.00  8.00  8.00  8.00  8.00  8.00

Weighted average health care cost trend rate assumed for next year(1)

   N/A   N/A   N/A   4.25  5.21  5.25

 Pension Benefits 
Retiree Medical and
Other Postretirement Benefits
 2017 2016 2017 2016
Benefit obligations:       
Weighted average discount rate3.80% 4.30% 3.60% 4.10%
 Pension Benefits 
Retiree Medical and
Other Postretirement Benefits
 2017 2016 2015 2017 2016 2015
Net periodic benefit cost:           
Weighted average discount rate4.30% 4.70% 4.30% 4.10% 4.42% 4.00%
Weighted average expected rate of return on plan assets8.00% 8.00% 8.00% 8.00% 8.00% 8.00%
Weighted average health care cost trend rate assumed for next year (1)
N/A N/A N/A 4.19% 4.25% 5.21%
(1) 

The weighted average health care cost trend rate at December 31, 20162017 is assumed to decline gradually to 3.77%3.76% by 20242025 and remain level thereafter.

As of December 31, 2016,2017, our estimate of the long-term rate of return on plan assets was 8% based on the target asset allocation. Expected returns on long duration bonds are based on yields to maturity of the bonds held atyear-end. Expected returns on other assets are based on a combination of long-term historical returns, actual returns on plan assets achieved over the last ten years, current and expected market conditions, and expected value to be generated through active management, currency overlay and securities lending programs.

A one percentage point change in the assumed health care cost trend rates would have the following effects on our retiree medical and other postretirement benefits plans (in millions):

   1% Increase   1% Decrease 

Increase (decrease) on 2016 service and interest cost

  $3   $(3

Increase (decrease) on benefit obligation as of December 31, 2016

   53    (50

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

 1% Increase 1% Decrease
Increase (decrease) on 2017 service and interest cost$2
 $(2)
Increase (decrease) on benefit obligation as of December 31, 201754
 (51)
Minimum Contributions

We are required to make minimum contributions to our defined benefit pension plans under the minimum funding requirements of the Employee Retirement Income Security Act of 1974 (ERISA) and various other laws for U.S. based plans as well as under funding rules specific to countries where we maintain defined benefit plans. Based on current funding assumptions, we have minimum required contributions of $25$42 million for 2017.2018 including contributions to defined benefit plans for our wholly-owned regional subsidiaries. We expect to make supplemental contributions of $254$425 million to our U.S. based defined benefit pension plans in 2017. Currently, the2018. The minimum funding obligation for our U.S. based defined benefit pension plans iswas subject to temporary favorable rules that are scheduled to expireexpired at the end of 2017. Our pension funding obligations are likely to increase materially following expiration of the temporary funding rules,beginning in 2019, when we will be required to make contributions relating to the 2018 fiscal year. The amount of these obligations will depend on the performance of our investments held in trust by the pension plans, interest rates for determining liabilities, the amount of and timing of any supplemental contributions and our actuarial experience.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

Benefit Payments

The following benefit payments, which reflect expected future service as appropriate, are expected to be paid (approximately, in millions):

   2017   2018   2019   2020   2021   2022-2026 

Pension

  $688   $722   $762   $804   $845   $4,819 

Retiree medical and other postretirement benefits

   97    93    88    79    73    312 

 2018 2019 2020 2021 2022 2023-2027
Pension benefits$715
 $754
 $799
 $843
 $884
 $4,976
Retiree medical and other postretirement benefits96
 92
 80
 75
 70
 315
Plan Assets

The objectives of our investment policies are to: maintain sufficient income and liquidity to pay retirement benefits; produce a long-term rate of return that meets or exceeds the assumed rate of return for plan assets; limit the volatility of asset performance and funded status; and diversify assets among asset classes and investment managers.

Based on these investment objectives, a long-term strategic asset allocation has been established. This strategic allocation seeks to balance the potential benefit of improving funded position with the potential risk that the funded position would decline. The current strategic target asset allocation is as follows:

AssetClass/Sub-Class

Allowed Range

Equity

65% - 90%

Public:

U.S.

20% - 45% 

International

U.S. Large
20% - 50%
U.S. Small/Mid0% - 10%
International17% - 27%

Emerging Markets

5% - 11%

Alternative Investments

5% - 30%20%

Fixed Income

15% - 40%

U.S. Long Duration

15% - 40%Public: 

U.S. Long Duration

15% - 30%
High Yield and Emerging Markets

0% - 10%
Private Income0% - 10%

Other

0% -   5%

Cash Equivalents

0% -   5%

Public equity and emerging market fixed income securities are used to provide diversification and are expected to generate higher returns over the long-term than U.S. long duration bonds. Public

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

stocks are managed using a value investment approach in order to participate in the returns generated by stocks in the long-term, while reducing year-over-year volatility. U.S. long duration bonds are used to partially hedge the assets from declines in interest rates. Alternative (private) investments are used to provide expected returns in excess of the public markets over the long-term. Additionally, the pension plan’s master trust engages currency overlay managers in an attempt to increase returns by protectingnon-U.S. dollar denominated assets from a rise in the relative value of the U.S. dollar. The pension plan’s master trust also participates in securities lending programs to generate additional income by loaning plan assets to borrowers on a fully collateralized basis. These programs are subject to market risk.

Investments in securities traded on recognized securities exchanges are valued at the last reported sales price on the last business day of the year. Securities traded in theover-the-counter market are valued at the last bid price. The money market fund is valued at fair value which represents the net asset value of the shares of such fund as of the close of business at the end of the period. Investments in limited partnerships are carried at estimated net asset value as determined by and reported by the general partners of the partnerships and represent the proportionate share of the estimated fair value of the underlying assets of the limited partnerships. Common/collective trusts are valued at net asset value based on the fair values of the underlying investments of the trusts as determined by the sponsor of the trusts. The pension plan’s master trust also invests in a103-12 investment entity (the103-12 Investment Trust) which is designed to invest plan assets of more than one unrelated employer. The103-12 Investment Trust is valued at net asset value which is determined by the issuer at the end of each month and is based on the aggregate fair value


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

of trust assets less liabilities, divided by the number of units outstanding. No changes in valuation techniques or inputs occurred during the year.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

Benefit Plan Assets Measured at Fair Value on a Recurring Basis

The fair value of our pension plan assets at December 31, 20162017 and 2015,2016, by asset category, are as follows (in millions):

   Fair Value Measurements as of December 31, 2016 

Asset Category

  Quoted Prices in
Active Markets
for Identical
Assets

(Level 1)
  Significant
Observable
Inputs

(Level 2)
   Significant
Unobservable
Inputs

(Level 3)
   Total 

Cash and cash equivalents

  $573  $   $   $573 

Equity securities:

       

International markets(a),(b)

   3,232           3,232 

Large-cap companies(b)

   2,253           2,253 

Mid-cap companies(b)

   371           371 

Small-cap companies(b)

   6           6 

Mutual funds(c)

   49           49 

Fixed income:

       

Corporate bonds(d)

      2,337        2,337 

Government securities(e)

      150        150 

U.S. municipal securities

      37        37 

Alternative instruments:

       

Private equity partnerships(f)

          21    21 

Private equity partnerships measured at net asset value(f) (h)

              703 

Common/collective trusts(g)

      32        32 

Common/collective trusts and103-12 Investment Trust measured at net asset value(g) (h)

              227 

Insurance group annuity contracts

          2    2 

Dividend and interest receivable

   40           40 

Due to/from brokers for sale of securities – net

   (9          (9

Other liabilities – net

   (7          (7
  

 

 

  

 

 

   

 

 

   

 

 

 

Total

  $6,508  $2,556   $23   $10,017 
  

 

 

  

 

 

   

 

 

   

 

 

 

 Fair Value Measurements as of December 31, 2017
Asset Category
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total
Cash and cash equivalents$28
 $
 $
 $28
Equity securities:      

International markets (a) (b)
3,837
 
 
 3,837
Large-cap companies (b)
2,451
 
 
 2,451
Mid-cap companies (b)
744
 
 
 744
Small-cap companies (b)
125
 
 
 125
Mutual funds (c)
55
 
 
 55
Fixed income:      

Corporate bonds (d)

 2,344
 
 2,344
Government securities (e)

 238
 
 238
U.S. municipal securities
 39
 
 39
Alternative instruments:      

Private equity partnerships (f)

 
 14
 14
Private equity partnerships measured at net asset value (f) (h)

 
 
 879
Common/collective trusts (g)

 315
 
 315
Common/collective trusts and 103-12 Investment Trust measured at net asset value (g) (h)

 
 
 283
Insurance group annuity contracts
 
 2
 2
Dividend and interest receivable44
 
 
 44
Due to/from brokers for sale of securities – net3
 
 
 3
Other liabilities – net(6) 
 
 (6)
Total$7,281
 $2,936
 $16
 $11,395
a) 

Holdings are diversified as follows: 17% United Kingdom, 11% Japan, 9% France, 6% Switzerland, 16% emerging markets and the remaining 41% with no concentration greater than 5% in any one country.

b)
There are no significant concentrations of holdings by company or industry.
c)
Investment includes mutual funds invested 39% in equity securities of large-cap, mid-cap and small-cap U.S. companies, 34% in U.S. treasuries and corporate bonds and 27% in equity securities of international companies.
d)
Includes approximately 76% investments in corporate debt with a S&P rating lower than A and 24% investments in corporate debt with a S&P rating A or higher. Holdings include 85% U.S. companies, 12% international companies and 3% emerging market companies.
e)
Includes approximately 27% investments in U.S. domestic government securities, 43% in emerging market government securities and 30% in international government securities. There are no significant foreign currency risks within this classification.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

f)
Includes limited partnerships that invest primarily in U.S. (94%) and European (6%) buyout opportunities of a range of privately held companies. The pension plan’s master trust does not have the right to redeem its limited partnership investment at its net asset value, but rather receives distributions as the underlying assets are liquidated. It is estimated that the underlying assets of these funds will be gradually liquidated over the next one to ten years. Additionally, the pension plan’s master trust has future funding commitments of approximately $903 million over the next ten years.
g)
Investment includes 42% in a collective interest trust investing primarily in short-term securities, 40% in an emerging market 103-12 Investment Trust with investments in emerging country equity securities, 10% in Canadian segregated balanced value, income growth and diversified pooled funds and 8% in a common/collective trust investing in securities of smaller companies located outside the U.S., including developing markets. For some trusts, requests for withdrawals must meet specific requirements with advance notice of redemption preferred.
h)
Certain investments that are measured using net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the notes to the consolidated financial statements.
 Fair Value Measurements as of December 31, 2016
Asset Category
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total
Cash and cash equivalents$573
 $
 $
 $573
Equity securities:       
International markets (a) (b)
3,232
 
 
 3,232
Large-cap companies (b)
2,253
 
 
 2,253
Mid-cap companies (b)
371
 
 
 371
Small-cap companies (b)
6
 
 
 6
Mutual funds (c)
49
 
 
 49
Fixed income:       
Corporate bonds (d)

 2,337
 
 2,337
Government securities (e)

 150
 
 150
U.S. municipal securities
 37
 
 37
Alternative instruments:       
Private equity partnerships (f)

 
 21
 21
Private equity partnerships measured at net asset value (f) (h)

 
 
 703
Common/collective trusts (g)

 32
 
 32
Common/collective trusts and 103-12 Investment Trust measured at net asset value (g) (h)

 
 
 227
Insurance group annuity contracts
 
 2
 2
Dividend and interest receivable40
 
 
 40
Due to/from brokers for sale of securities – net(9) 
 
 (9)
Other liabilities – net(7) 
 
 (7)
Total$6,508
 $2,556
 $23
 $10,017
a)
Holdings are diversified as follows: 15% United Kingdom, 12% Japan, 10% France, 7% Switzerland, 6% Netherlands, 17% of other emerging markets and the remaining 33% with no concentration greater than 5% in any one country.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

b) 

There are no significant concentrations of holdings by company or industry.

c) 

Investment includes mutual funds invested 42% in equity securities oflarge-cap,mid-cap andsmall-cap U.S. companies, 33% in U.S. treasuries and corporate bonds and 25% in equity securities of international companies.

d) 

Includes approximately 74% investments in corporate debt with a S&P rating lower than A and 26% investments in corporate debt with a S&P rating A or higher. Holdings include 86% U.S. companies, 12% international companies and 2% emerging market companies.

e) 

Includes approximately 61% investments in U.S. domestic government securities and 39% in emerging market government securities. There are no significant foreign currency risks within this classification.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

f) 

Includes limited partnerships that invest primarily in U.S. (95%) and European (5%) buyout opportunities of a range of privately held companies. The pension plan’s master trust does not have the right to redeem its limited partnership investment at its net asset value, but rather receives distributions as the underlying assets are liquidated. It is estimated that the underlying assets of these funds will be gradually liquidated over the next one to ten years. Additionally, the pension plan’s master trust has future funding commitments of approximately $456 million over the next ten years.

g) 

Investment includes 73% in an emerging market103-12 Investment Trust with investments in emerging country equity securities, 12% in Canadian segregated balanced value, income growth and diversified pooled funds and 15% in a common/collective trust investing in securities of smaller companies located outside the U.S., including developing markets. Requests for withdrawals must meet specific requirements with advance notice of redemption preferred.

h) 

In accordance with ASU2015-07, certainCertain investments that are measured using net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the notes to the consolidated financial statements.

   Fair Value Measurements as of December 31, 2015 

Asset Category

  Quoted Prices in
Active Markets
for Identical
Assets

(Level 1)
  Significant
Observable
Inputs

(Level 2)
   Significant
Unobservable
Inputs

(Level 3)
   Total 

Cash and cash equivalents

  $287  $   $   $287 

Equity securities:

       

International markets(a),(b)

   2,873           2,873 

Large-cap companies(b)

   1,999           1,999 

Mid-cap companies(b)

   361           361 

Small-cap companies(b)

   18           18 

Mutual funds(c)

   47           47 

Fixed income:

       

Corporate bonds(d)

      2,204        2,204 

Government securities(e)

      917        917 

U.S. municipal securities

      48        48 

Alternative instruments:

       

Private equity partnerships(f)

          16    16 

Private equity partnerships measured at net asset value(f) (h)

              706 

Common/collective trusts(g)

      30        30 

Common/collective trusts and103-12 Investment Trust measured at net asset value(g) (h)

              189 

Insurance group annuity contracts

          2    2 

Dividend and interest receivable

   50           50 

Due to/from brokers for sale of securities – net

   23           23 

Other assets – net

   8           8 

Other liabilities – net

   (71          (71
  

 

 

  

 

 

   

 

 

   

 

 

 

Total

  $5,595  $3,199   $18   $9,707 
  

 

 

  

 

 

   

 

 

   

 

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

a)

Holdings are diversified as follows: 16% United Kingdom, 12% Japan, 10% France, 7% Switzerland, 7% Netherlands, 6% Republic of Korea, 11% of other emerging markets and the remaining 31% with no concentration greater than 5% in any one country.

b)

There are no significant concentrations of holdings by company or industry.

c)

Investment includes mutual funds invested 40% in equity securities oflarge-cap,mid-cap andsmall-cap U.S. companies, 35% in U.S. treasuries and corporate bonds and 25% in equity securities of international companies.

d)

Includes approximately 74% investments in corporate debt with a S&P rating lower than A and 26% investments in corporate debt with a S&P rating A or higher. Holdings include 82% U.S. companies, 16% international companies and 2% emerging market companies.

e)

Includes approximately 75% investments in U.S. domestic government securities and 25% in emerging market government securities. There are no significant foreign currency risks within this classification.

f)

Includes limited partnerships that invest primarily in U.S. (89%) and European (11%) buyout opportunities of a range of privately held companies. The pension plan’s master trust does not have the right to redeem its limited partnership investment at its net asset value, but rather receives distributions as the underlying assets are liquidated. It is estimated that the underlying assets of these funds will be gradually liquidated over the next one to ten years. Additionally, the pension plan’s master trust has future funding commitments of approximately $428 million over the next ten years.

g)

Investment includes 73% in an emerging market103-12 Investment Trust with investments in emerging country equity securities, 14% in Canadian segregated balanced value, income growth and diversified pooled funds and 13% in a common/collective trust investing in securities of smaller companies located outside the U.S., including developing markets. Requests for withdrawals must meet specific requirements with advance notice of redemption preferred.

h)

In accordance with ASU2015-07, certain investments that are measured using net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the notes to the consolidated financial statements.

Changes in fair value measurements of Level 3 investments during the year ended December 31, 2017, were as follows (in millions):
 
Private Equity
Partnerships
 
Insurance Group
Annuity Contracts
Beginning balance at December 31, 2016$21
 $2
Actual loss on plan assets:   
Relating to assets still held at the reporting date(4) 
Purchases1
 
Sales(1) 
Transfers out(3) 
Ending balance at December 31, 2017$14
 $2
Changes in fair value measurements of Level 3 investments during the year ended December 31, 2016, were as follows (in millions):

   Private
Equity

Partnerships
  Insurance  Group
Annuity

Contracts
 

Beginning balance at December 31, 2015

  $16  $2 

Actual return on plan assets:

   

Relating to assets sold during the period

   7    

Purchases

   7    

Sales

   (9   
  

 

 

  

 

 

 

Ending balance at December 31, 2016

  $21  $2 
  

 

 

  

 

 

 

 
Private Equity
Partnerships
 
Insurance Group
Annuity Contracts
Beginning balance at December 31, 2015$16
 $2
Actual return on plan assets:   
Relating to assets sold during the period7
 
Purchases7
 
Sales(9) 
Ending balance at December 31, 2016$21
 $2


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

Changes in


The fair value measurements of Level 3 investments during the year endedour retiree medical and other postretirement benefits plans assets at December 31, 2015,2017 by asset category, were as follows (in millions):

   Private
Equity

Partnerships
  Insurance  Group
Annuity

Contracts
 

Beginning balance at December 31, 2014

  $17  $2 

Actual return on plan assets:

   

Relating to assets still held at the reporting date

   (1   
  

 

 

  

 

 

 

Ending balance at December 31, 2015

  $16  $2 
  

 

 

  

 

 

 

 Fair Value Measurements as of December 31, 2017
Asset Category
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total
Money market fund$5
 $
 $
 $5
Mutual funds – AAL Class
 290
 
 290
Total$5
 $290
 $
 $295
The fair value of our retiree medical and other postretirement benefits plans assets at December 31, 2016 by asset category, were as follows (in millions):

 Fair Value Measurements as of December 31, 2016
Asset Category
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total
Money market fund$5
 $
 $
 $5
Mutual funds – Institutional Class261
 
 
 261
Total$266
 $
 $
 $266

The fair value of our retiree medical and other postretirement benefits plans assets at December 31, 2015 by asset category, were as follows (in millions):

   Fair Value Measurements as of December 31, 2015 

Asset Category

  Quoted Prices in
Active Markets
for Identical
Assets

(Level 1)
   Significant
Observable
Inputs

(Level 2)
   Significant
Unobservable
Inputs

(Level 3)
   Total 

Money market fund

  $4   $   $   $4 

Mutual funds – Institutional Class

   19            19 

Mutual funds – AMR Class

       230        230 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $23   $230   $   $253 
  

 

 

   

 

 

   

 

 

   

 

 

 

Investments in the retiree medical and other postretirement benefits plans’ mutual funds are valued by quoted prices on the active market, which is fair value and represents the net asset value of the shares of such funds as of the close of business at the end of the period. AMRAt December 31, 2017, these funds were invested in an AAL Class shares are offered without a sales chargemutual fund, in which trading is restricted only to participants. Purchases are restricted to certain retirement benefit plans, including our retiree medical and other postretirement benefits plans,American, resulting in a fair value classification of Level 2. At December 31, 2016, these investments were part of an Institutional Class of mutual funds and were actively traded on the open market resulting in a fair value classification of Level 1. Investments include approximately 30% and 27% of investments innon-U.S. common stocks in each of2017 and 2016, and 2015.respectively. Net asset value is based on the fair market value of the funds’ underlying assets and liabilities at the date of determination.

Profit Sharing Program

We instituted an employee profit sharing program effective on January 1, 2016 and accrue 5% of ourpre-tax income excluding special items to distribute to employees in early 2017.for our profit sharing program. For the year ended December 31, 2016,2017, we accrued $314$241 million for this program.

program, which will be distributed to employees in the first quarter of 2018.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.


10.  Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) (AOCI) are as follows (in millions):

   Pension,
Retiree
Medical and
Other
Postretirement

Benefits
  Derivative
Financial

Instruments
  Unrealized
Gain (Loss)
on

Investments
  Income Tax
Benefit

(Provision) (1)
  Total 

Balance at December 31, 2014

  $(3,683 $9  $(5 $(880 $(4,559

Other comprehensive loss before reclassifications

   (51     (6     (57

Amounts reclassified from accumulated other comprehensive income (loss)

   (108  (9  1      (116
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net current-period other comprehensive loss

   (159  (9  (5     (173
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2015

   (3,842     (10  (880  (4,732

Other comprehensive income (loss) before reclassifications

   (462     10   166   (286

Amounts reclassified from accumulated other comprehensive income (loss)

   (102        37(2)   (65
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net current-period other comprehensive income (loss)

   (564     10   203   (351
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2016

  $(4,406 $  $  $(677 $(5,083
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 Pension,
Retiree
Medical and
Other
Postretirement
Benefits
 Unrealized Gain (Loss) on Investments 
Income Tax
Benefit
(Provision) 
(1)
 Total
Balance at December 31, 2015$(3,842) $(10) $(880) $(4,732)
Other comprehensive income (loss) before reclassifications(462) 10
 166
 (286)
Amounts reclassified from AOCI(102) 
 37
(2) 
(65)
Net current-period other comprehensive income (loss)(564) 10
 203
 (351)
Balance at December 31, 2016(4,406) 
 (677) (5,083)
Other comprehensive income (loss) before reclassifications(30) (1) 15
 (16)
Amounts reclassified from AOCI(87) 
 32
(2) 
(55)
Net current-period other comprehensive income (loss)(117) (1) 47
 (71)
Balance at December 31, 2017$(4,523) $(1) $(630) $(5,154)
(1) 

Relates principally to pension, retiree medical and other postretirement benefits obligations that will not be recognized in net income until the obligations are fully extinguished.

(2) 

Relates to pension, retiree medical and other postretirement benefits obligations and is recognized within the income tax provision on the consolidated statement of operations.

Reclassifications out of AOCI for the years ended December 31, 20162017 and 20152016 are as follows (in millions):

   Amount reclassified from AOCI  

Affected line items on the
consolidated statement of
operations

   Year Ended December 31,  

AOCI Components

  2016  2015  

Amortization of pension, retiree medical and other postretirement benefits:

    

Prior service benefit

  $(134 $(212 Salaries, wages and benefits

Actuarial loss

   69   104  Salaries, wages and benefits

Derivative financial instruments:

    

Cash flow hedges

      (9 Aircraft fuel and related taxes

Net unrealized change on investments:

    

Net change in value

      1  Other nonoperating, net
  

 

 

  

 

 

  

Total reclassifications for the period, net of tax

  $(65 $(116 
  

 

 

  

 

 

  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

 Amount reclassified from AOCI 
Affected line items on the
consolidated statement of
operations
 Year Ended December 31, 
AOCI Components2017 2016 
Amortization of pension, retiree medical and other postretirement benefits:     
Prior service benefit$(132) $(134) Salaries, wages and benefits
Actuarial loss77
 69
 Salaries, wages and benefits
Total reclassifications for the period, net of tax$(55) $(65)  
Amounts allocated to OCI for income taxes as further described in Note 6 will remain in AOCI until we cease all related activities, such as termination of the pension plan.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

11.  Commitments, Contingencies and Guarantees

(a) Aircraft and Engine Purchase Commitments

Under all of our aircraft and engine purchase agreements, our total future commitments as of December 31, 20162017 are expected to be as follows (approximately, in millions):

   2017   2018   2019   2020   2021   2022 and
Thereafter
   Total 

Payments for aircraft commitments and certain engines(1)

  $4,064   $2,192   $3,113   $3,133   $2,948   $2,553   $18,003 

 2018 2019 2020 2021 2022 2023 and Thereafter Total
Payments for aircraft commitments and certain engines (1)
$1,826
 $2,730
 $2,730
 $2,858
 $2,138
 $1,482
 $13,764
(1) 

These amounts are net of purchase deposits currently held by the manufacturers and include all commitments for regional aircraft. American has granted a security interest in its purchase deposits with Boeing. Our purchase deposits held by all manufacturers totaled $1.2 billion as of December 31, 2016.

2017.

(b) FacilityOperating Leases and support commitments

Other

We have contracts relatedlease certain aircraft, engines and ground equipment, in addition to facility constructionthe majority of our ground facilities and terminal space. As of December 31, 2017, we had 421 aircraft under operating leases, with remaining terms ranging from three months to approximately 12 years. Airports are utilized for flight operations under lease arrangements with the municipalities or improvement projects, primarily at airport locations,agencies owning or controlling such airports. Substantially all leases provide that the lessee must pay taxes, maintenance, insurance and certain other operating expenses applicable to the leased property. Some leases also include renewal and purchase options.
As of December 31, 2017, obligations under noncancellable operating leases for future minimum lease payments are as well as information technology support. The contractual obligations related to these contracts are presented in the table belowfollows (approximately, in millions):

   2017   2018   2019   2020   2021   2022 and
Thereafter
   Total 

Facility construction or improvement contracts

  $182   $126   $13   $   $   $   $321 

Information technology contracts

   205    168    128    47    24    8    580 

 2018 2019 2020 2021 2022 2023 and Thereafter Total
Future minimum lease payments$2,195
 $1,974
 $1,784
 $1,339
 $1,159
 $3,266
 $11,717
Mainline and regional rent expense, excluding landing fees, was $2.8 billion in each of 2017, 2016 and 2015.
Additionally, we have purchase commitments related to jet fuel, facility construction projects and information technology support as follows (approximately): $2.0 billion in 2018, $1.4 billion in 2019, $890 million in 2020 and $950 million in 2021.
(c) Capacity Purchase Agreements with Third-Party Regional Carriers

American has capacity purchase agreements with third-party regional carriers. The capacity purchase agreements provide that all revenues, including passenger,in-flight, ancillary, mail and freight revenues, go to American. In return, American agrees to pay predetermined fees to these airlines for operating an agreed-upon number of aircraft, without regard to the number of passengers on board. In addition, these agreements provide that American reimburses 100% of certain variable costs, such as airport landing fees and passenger liability insurance. American controls marketing, scheduling, ticketing, pricing and seat inventories.

As of December 31, 2016,2017, American’s capacity purchase agreements with third-party regional carriers had expiration dates ranging from 20172018 to 2027, with rights of American to extend the respective terms of certain agreements. See Part I, Item 2. Properties for unaudited information on the aircraft operated by third-party regional carriers under such capacity purchase agreements.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

As of December 31, 2016,2017, American’s minimum fixed obligations under its capacity purchase agreements with third-party regional carriers are as follows (approximately, in millions):

   2017   2018   2019   2020   2021   2022 and
Thereafter
   Total 

Minimum fixed obligations under capacity purchase agreements with third-party regional carriers(1)

  $1,710   $1,421   $1,283   $1,048   $855   $2,738   $9,055 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

 2018 2019 2020 2021 2022 2023 and Thereafter Total
Minimum fixed obligations under capacity purchase agreements with third-party regional carriers (1)
$1,457
 $1,311
 $1,063
 $866
 $699
 $2,073
 $7,469
(1) 

Represents minimum payments under capacity purchase agreements with third-party regional carriers. 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. These obligations also include the portion of American’s future obligations related torepresenting the lease of aircraft deemed to be leasedfor accounting purposes in the amount of approximately $434 million in 2017, $370$377 million in 2018, $349$355 million in 2019, $317$320 million in 2020, $280$282 million in 2021, and $927$239 million in 2022 and $699 million in 2023 and thereafter.

(d) Operating Leases

We lease certain aircraft, engines and ground equipment, in addition to the majority of our ground facilities and terminal space. As of December 31, 2016, we had 419 aircraft under operating leases, with remaining terms ranging from three months to approximately 11 years. Airports are utilized for flight operations under lease arrangements with the municipalities or agencies owning or controlling such airports. Substantially all leases provide that the lessee must pay taxes, maintenance, insurance and certain other operating expenses applicable to the leased property. Some leases also include renewal and purchase options.

As of December 31, 2016, obligations under noncancellable operating leases for future minimum lease payments are as follows (approximately, in millions):

   2017   2018   2019   2020   2021   2022 and
Thereafter
   Total 

Future minimum lease payments

  $2,250   $2,016   $1,815   $1,639   $1,214   $3,793   $12,727 

Mainline and regional rent expense, excluding landing fees, was $2.8 billion in each of 2016, 2015 and 2014.

(e)Off-Balance Sheet Arrangements

Aircraft

American currently operates 346387 owned aircraft and 138113 leased aircraft which were financed with EETCs issued by pass-through trusts. These trusts areoff-balance sheet entities, the primary purpose of which is to finance the acquisition of flight equipment. Rather than finance each aircraft separately when such aircraft is purchased, delivered or refinanced, these trusts allow American to raise the financing for a number of aircraft at one time and, if applicable, place such funds in escrow pending a future purchase, delivery or refinancing of the relevant aircraft. The trusts were also structured to provide for certain credit enhancements, such as liquidity facilities to cover certain interest payments, that reduce the risks to the purchasers of the trust certificates and, as a result, reduce the cost of aircraft financing to American.

Each trust covers a set number of aircraft scheduled to be delivered or refinanced upon the issuance of the EETC or within a specific period of time thereafter. At the time of each covered aircraft financing, the relevant trust used the proceeds of the issuance of the EETC (which may have been available at the time of issuance thereof or held in escrow until financing of the applicable aircraft following its delivery) to purchase equipment notes relating to the financed aircraft. The equipment notes are issued, at American’s election, in connection with a mortgage financing of the aircraft or, in certain cases, by a separate owner trust in connection with a leveraged lease financing of the aircraft. In the

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

case of a leveraged lease financing, the owner trust then leases the aircraft to American. In both cases, the equipment notes are secured by a security interest in the aircraft. The pass-through trust certificates are not direct obligations of, nor are they guaranteed by, AAG or American. However, in the case of mortgage financings, the equipment notes issued to the trusts are direct obligations of American and, in certain instances, have been guaranteed by AAG. As of December 31, 2016, $10.92017, $11.9 billion associated with these mortgage financings is reflected as debt in the accompanying consolidated balance sheet.

With respect to leveraged leases, American evaluated whether the leases had characteristics of a variable interest entity. American concluded the leasing entities met the criteria for variable interest entities. American generally is not the primary beneficiary of the leasing entities if the lease terms are consistent with market terms at the inception of the lease and do not include a residual value guarantee, fixed-price purchase option or similar feature that obligates American to absorb decreases in value or entitles American to participate in increases in the value of the aircraft. American does not provide residual value guarantees to the bondholders or equity participants in the trusts. Some leases have a fair market value or a fixed price purchase option that allows American to purchase the aircraft at or near the end of the lease term. However, the option price approximates an estimate of the aircraft’s fair value at the option date. Under this feature, American does not participate in any increases in the value of the aircraft. American concluded it is not the primary beneficiary under these arrangements. Therefore, American accounts for the majority of its EETC leveraged lease financings as operating leases. American’s total future obligations to the trusts of each of the relevant EETCs under these leveraged lease financings are $1.5 billion$572 million as of December 31, 2016,2017, which are included in the future minimum lease payments table above.

Special Facility Revenue Bonds

AAG guarantees the payment



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

Letters of principalCredit and interestOther
We provide financial assurance, such as letters of certain special facility revenuecredit, surety bonds issued by municipalitiesor restricted cash and investments, to primarily to build or improvesupport projected workers’ compensation obligations and airport facilities and purchase equipment which is leased to American. Under such leases, American is required to make rental payments through 2035, sufficient to pay maturing principal and interest payments on the related bonds.commitments. As of December 31, 2016, the remaining lease payments guaranteeing the principal2017, we had $448 million of letters of credit and interestsurety bonds securing various obligations, of which $88 million is collateralized with our restricted cash. The letters of credit and surety bonds that are subject to expiration will expire on these bonds are $605 million, which are accounted for as operating leases.

(f)various dates through 2022.

(e) Legal Proceedings

Chapter 11 Cases. On November 29, 2011, AMR, American, and certain of AMR’s other direct and indirect domestic subsidiaries (the Debtors) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court). On October 21, 2013, the Bankruptcy Court entered an order approving and confirming the Debtors’ fourth amended joint plan of reorganization (as amended, the Plan). On the Effective Date, December 9, 2013, the Debtors consummated their reorganization pursuant to the Plan and completed the Merger.

Pursuant to rulings of the Bankruptcy Court, the Plan established the Disputed Claims Reserve to hold shares of AAG common stock reserved for issuance to disputed claimholders at the Effective Date that ultimately become holders of allowed claims. As of December 31, 2016,2017, there were approximately 25.224.5 million shares of AAG common stock remaining in the Disputed Claims Reserve. As disputed claims are resolved, the claimants will receive distributions of shares from the Disputed Claims Reserve on the same basis as if such distributions had been made on or about the Effective Date. However, we are not required to distribute additional shares above the limits contemplated by the Plan, even if the shares remaining for distribution are not sufficient to fully pay any additional allowed

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

unsecured claims. To the extent that any of the reserved shares remain undistributed upon resolution of all remaining disputed claims, such shares will not be returned to us but rather will be distributed to former AMR stockholders.

There is also pending in the Bankruptcy Court an adversary proceeding relating to an action brought by American to seek a determination that certainnon-pension, postemployment benefits are not vested benefits and thus may be modified or terminated without liability to American. On April 18, 2014, the Bankruptcy Court granted American’s motion for summary judgment with respect to certainnon-union employees, concluding that their benefits were not vested and could be terminated. The summary judgment motion was denied with respect to all other retirees. The Bankruptcy Court has not yet scheduled a trial on the merits concerning whether those retirees’ benefits are vested, and American cannot predict whether it will receive relief from obligations to provide benefits to any of those retirees. Our financial statements presently reflect these retirement programs without giving effect to any modification or termination of benefits that may ultimately be implemented based upon the outcome of this proceeding.

DOJ Antitrust Civil Investigative Demand. In June 2015, we received a Civil Investigative Demand (CID) from the United States Department of Justice (DOJ) as part of an investigation into whether there have been illegal agreements or coordination of air passenger capacity. The CID seeks documents and other information from us, and other airlines have announced that they have received similar requests. We are cooperating fully with the DOJ investigation. In addition, subsequent
Private Party Antitrust Action. Subsequent to announcement of the delivery of CIDs by the DOJ, we, along with Delta Air Lines, Inc., Southwest Airlines Co., United Airlines, Inc. and, in the case of litigation filed in Canada, Air Canada, have been named as defendants in approximately 100 putative class action lawsuits alleging unlawful agreements with respect to air passenger capacity.capacity, although Southwest has entered into a settlement with the plaintiffs that is pending approval by the court. The U.S. lawsuits have been consolidated in the Federal District Court for the District of Columbia. On October 28, 2016, the Court denied a motion by the airline defendants to dismiss all claims in the class actions. Both the DOJ investigation and theseThese lawsuits are in their relatively early stages and we intend to defend these matters vigorously.

Private Party Antitrust Action Related to the Merger. On July 2, 2013, a lawsuit captioned Carolyn Fjord, et al., v. US Airways Group, Inc., et al., was filed in the United States District Court for the Northern District of California. The complaint named as defendants US Airways Group and US Airways, Inc., alleged that the effect of the Merger may be to create a monopoly in violation of Section 7 of the Clayton Antitrust Act, and sought injunctive relief and/or divestiture. On August 6, 2013, the plaintiffsre-filed their complaint in the Bankruptcy Court, adding AMR and American as defendants. On November 27, 2013, the Bankruptcy Court denied plaintiffs’ motion to preliminarily enjoin the Merger. On August 19, 2015, after three previous largely unsuccessful attempts to amend their complaint,May 12, 2017, defendants filed a motion for summary judgment. On June 23, 2017, plaintiffs filed a fourthan opposition to defendants’ motion and cross-motion for leave to file an amended and supplemental complaint to add a claim for damages and demand for jury trial, as well as claims similar to those in the putative class action lawsuits regarding air passenger capacity. Thereafter, plaintiffs filed a request with the Judicial Panel on Multidistrict Litigation to consolidate the Fjord matter with the putative class action lawsuits, which was denied on October 15, 2015. A jointly proposed schedule for the remaindersummary judgment. Briefing of the case was submittedparties’ respective motions concluded on


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

September 7, 2016, which1, 2017; a hearing date has not yet been accepted by the Bankruptcy Court.set. We believe this lawsuit is without merit and intend to vigorously defend against the allegations.

DOJ Investigation Related to the United States Postal Service. In April 2015, the DOJ informed us of an inquiry regarding American’s 2009 and 2011 contracts with the United States Postal Service for the international transportation of mail by air. In October 2015, we received a CID from the DOJ seeking certain information relating to these contracts and the DOJ has also sought information concerning certain of the airlines that transport mail on a codeshare basis. The DOJ has indicated it is

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

investigating potential violations of the False Claims Act or other statutes. We are cooperating fully with the DOJ with regard to its investigation.

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. See Part I, Item 1A. Risk Factors –“We may be a party to litigation in the normal course of business or otherwise, which could affect our financial position and liquidity” for unaudited additional discussion.

(g)

(f) Guarantees and Indemnifications

We are party to many routine contracts in which we provide general indemnities in the normal course of business to third parties for various risks. We are not able to estimate the potential amount of any liability resulting from the indemnities. These indemnities are discussed in the following paragraphs.

In our aircraft financing agreements, we generally indemnify the financing parties, trustees acting on their behalf and other relevant parties against liabilities (including certain taxes) resulting from the financing, manufacture, design, ownership, operation and maintenance of the aircraft regardless of whether these liabilities (or taxes) relate to the negligence of the indemnified parties.

Our loan agreements and other LIBOR-based financing transactions (including certain leveraged aircraft leases) generally obligate us to reimburse the applicable lender for incremental costs due to a change in law that imposes (i) any reserve or special deposit requirement against assets of, deposits with or credit extended by such lender related to the loan, (ii) any tax, duty or other charge with respect to the loan (except standard income tax) or (iii) capital adequacy requirements. In addition, our loan agreements and other financing arrangements typically contain a withholding tax provision that requires us to pay additional amounts to the applicable lender or other financing party, generally if withholding taxes are imposed on such lender or other financing party as a result of a change in the applicable tax law.

These increased cost and withholding tax provisions continue for the entire term of the applicable transaction, and there is no limitation on the maximum additional amounts we could be obligated to pay under such provisions. Any failure to pay amounts due under such provisions generally would trigger an event of default and, in a secured financing transaction, would entitle the lender to foreclose on the collateral to realize the amount due.

In certain transactions, including certain aircraft financing leases and loans, the lessors, lenders and/or other parties have rights to terminate the transaction based on changes in foreign tax law, illegality or certain other events or circumstances. In such a case, we may be required to make a lump sum payment to terminate the relevant transaction.

We have general indemnity clauses in many of our airport and other real estate leases where we as lessee indemnify the lessor (and related parties) against liabilities related to our use of the leased property. Generally, these indemnifications cover liabilities resulting from the negligence of the indemnified parties, but not liabilities resulting from the gross negligence or willful misconduct of the indemnified parties. In addition, we provide environmental indemnities in many of these leases for contamination related to our use of the leased property.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

Under certain contracts with third parties, we indemnify the third-party against legal liability arising out of an action by the third-party, or certain other parties. The terms of these contracts vary and the potential exposure under these indemnities cannot be determined. We have liability insurance protecting us for some of the obligations we have undertaken under these indemnities.

We

American is required to make principal and interest payments for certain special facility revenue bonds issued by municipalities primarily to build or improve airport facilities and purchase equipment, which are involved inleased to American. The payment of principal and interest of certain claims and litigation related to our operations. We are also subject to regulatory assessments in the ordinary course of business. We establish reserves for litigation and regulatory matters when those matters present loss contingencies that are both probable and can be reasonably estimated. In the opinion of management, liabilities, if any, arising from these regulatory matters, claims and litigation will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows, after consideration of available insurance.

special facility revenue bonds is guaranteed by AAG. As of December 31, 2016,2017, the remaining lease payments through 2035 guaranteeing the principal and interest on these bonds are $589 million, which are accounted for as operating leases.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

As of December 31, 2017, AAG had issued guarantees covering approximately $844$810 million principal amount of American’s special facility revenue bonds (and interest thereon) and $9.3$8.5 billion principal amount of American’s secured debt (and interest thereon), including the Credit Facilities and certain EETC financings.

(h)

(g) Credit Card Processing Agreements

We have agreements with companies that process customer credit card transactions for the sale of air travel and other services. Our agreements allow these processing companies, under certain conditions, to hold an amount of our cash (referred to as a holdback) equal to a portion of advance ticket sales that have been processed by that company, but for which we have not yet provided the air transportation. Additional holdback requirements in the event of material adverse changes in our financial condition will reduce our liquidity in the form of unrestricted cash by the amount of the holdbacks. We are not currently required to maintain any holdbacks pursuant to these requirements.

(i)

(h) Labor Negotiations

As of December 31, 2016,2017, we employed approximately 122,300126,600 active full-time equivalent employees, of which 20,80023,500 were employed by our regional operations. Approximately 85% of employees are covered by collective bargaining agreements with various labor unions. Negotiations for joint collective bargaining agreements covering our mainline maintenance, fleet service, storesstock clerks, maintenance control technicians and plannermaintenance training instructors employees as well as for certain employee groups at our wholly-owned regional subsidiaries are continuing. There is no assurance that a successful or timely resolution of these labor negotiations will be achieved.

(j)

(i) Other

As a result of the terrorist attacks of September 11, 2001 and the subsequent liability protections provided for by the Air Transportation Safety and System Stabilization Act (the Stabilization Act), we recorded a liability for these terrorist attacks claims equal to the related insurance receivable due to us. The Stabilization Act provides that, notwithstanding any other provision of law, liability for all claims, whether compensatory or punitive, arising from these terrorist attacks, against any air carrier shall not exceed the liability coverage maintained by the air carrier. As of December 31, 2016,2017, claims relating to this matter have been substantially resolved and the remaining liability and the amount of the offsetting receivable were each $974 million.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

are not material.

12.  Supplemental Cash Flow Information

Supplemental disclosure of cash flow information andnon-cash investing and financing activities are as follows (in millions):

   Year Ended December 31, 
    2016     2015     2014  

Non-cash investing and financing activities:

      

Settlement of bankruptcy obligations

  $3   $63   $5,495 

Capital lease obligations

       5    747 

Supplemental information:

      

Interest paid, net of amounts capitalized

   964    873    814 

Income taxes paid

   16    20    7 

 Year Ended December 31,
 2017 2016 2015
Non-cash investing and financing activities:     
Equity investment$120
 $
 $
Settlement of bankruptcy obligations15
 3
 63
Capital lease obligations
 
 5
Supplemental information:     
Interest paid, net1,040
 964
 873
Income taxes paid20
 16
 20
13.  Operating Segments and Related Disclosures

We are managed as a single business unit that provides air transportation for passengers and cargo. This allows us to benefit from an integrated revenue pricing and route network that includes American and our wholly-owned and third-party regional carriers that fly under capacity purchase agreements operating as American Eagle. The flight equipment of all these carriers is combined to form one fleet that is deployed through a single route scheduling system. Financial information and annual operational plans and forecasts are prepared and reviewed by the chief operating decision maker at the consolidated level. When making resource allocationoperational decisions, the chief operating decision maker evaluates flight profitability data, which considers aircraft type and route economics, but gives no weightis indifferent to the financial impactresults of the resource allocation decision on an individual carrier basis.wholly-owned regional carriers. The objective in making resource allocationoperational decisions is to maximize consolidated financial results, not the individual results of American or American Eagle.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

Our operating revenues by geographic region as defined by the United StatesU.S. Department of Transportation (DOT) are summarized below (in millions):

   Year Ended December 31, 
   2016   2015   2014 

DOT Domestic

  $28,620   $28,761   $28,568 

DOT Latin America

   4,995    5,539    6,964 

DOT Atlantic

   4,769    5,146    5,652 

DOT Pacific

   1,796    1,544    1,466 
  

 

 

   

 

 

   

 

 

 

Total operating revenues

  $40,180   $40,990   $42,650 
  

 

 

   

 

 

   

 

 

 

 Year Ended December 31,
 2017 2016 2015
DOT Domestic$29,612
 $28,620
 $28,761
DOT Latin America5,422
 4,995
 5,539
DOT Atlantic5,059
 4,769
 5,146
DOT Pacific2,114
 1,796
 1,544
Total operating revenues$42,207
 $40,180
 $40,990
We attribute operating revenues by geographic region based upon the origin and destination of each flight segment. Our tangible assets consist primarily of flight equipment, which are mobile across geographic markets and, therefore, have not been allocated.

14.  Share-based Compensation

The 2013 AAG Incentive Award Plan (the 2013 Plan) provides that awards may be in the form of an option, restricted stock award, restricted stock unit award, performance award, dividend equivalent award, deferred stock award, deferred stock unit award, stock payment award or stock appreciation right. The 2013 Plan authorizesinitially authorized the grant of awards for the issuance of up to 40 million shares. Any shares underlying awards granted under the 2013 Plan, or anypre-existing US Airways Group plan, that are forfeited, terminate or are settled in cash (in whole or in part) without the delivery of shares will again be available for grant.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

Our net incomesalaries, wages and benefits expense for the years ended December 31, 2017, 2016 and 2015 and 2014 included $90 million, $102 million $274 million and $381$274 million, respectively, of share-based compensation costs. Of the 2015 and 2014 amounts,amount, $198 million and $224 million, respectively, werewas related to awards granted to certain employees in connection with the Merger and recorded in special items, net on the accompanying consolidated statements of operations.

During 2017, 2016 2015 and 2014,2015, we withheld approximately 1.1 million, 1.4 million 7.0 million and 1.77.0 million shares of AAG common stock, respectively, and paid approximately $51 million, $56 million $306 million and $62$306 million, respectively, in satisfaction of certain tax withholding obligations associated with employee equity awards.

(a) Restricted Stock Unit Awards (RSUs)

We have granted RSUs with service conditions (time vested primarily over three years) and performance conditions. The grant-date fair value of RSUs is equal to the market price of the underlying shares of common stock on the date of grant. For time vested awards, the expense is recognized on a straight-line basis over the vesting period for the entire award. For awards with performance conditions, the expense is recognized based on the expected achievement at each reporting period. Stock-settled RSUs are classified as equity awards as the vesting results in the issuance of shares of AAG common stock. Cash-settled restricted stock unit awards (CRSUs) are classified as liability awards as the vesting results in payment of cash.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

Stock-settled RSU award activity for all plans for the years ended December 31, 2017, 2016 2015 and 20142015 is as follows (shares in thousands):

   Number of Shares  Weighted
Average
Grant
Date Fair

Value
 
   (In thousands)    

Outstanding at December 31, 2013

   23,879  $24.33 

Granted

   3,467   37.07 

Vested and released

   (4,193  23.84 

Forfeited

   (1,811  25.10 
  

 

 

  

Outstanding at December 31, 2014

   21,342  $26.43 

Granted

   2,213   46.62 

Vested and released

   (17,163  25.20 

Forfeited

   (785  27.12 
  

 

 

  

Outstanding at December 31, 2015

   5,607  $38.08 

Granted

   2,655   41.34 

Vested and released

   (2,754  34.83 

Forfeited

   (321  40.15 
  

 

 

  

Outstanding at December 31, 2016

   5,187  $41.48 
  

 

 

  

follows:

 Number of Shares Weighted Average Grant Date Fair Value
 (In thousands)  
Outstanding at December 31, 201421,342
 $26.43
Granted2,213
 46.62
Vested and released(17,163) 25.20
Forfeited(785) 27.12
Outstanding at December 31, 20155,607
 $38.08
Granted2,655
 41.34
Vested and released(2,754) 34.83
Forfeited(321) 40.15
Outstanding at December 31, 20165,187
 $41.48
Granted2,309
 48.58
Vested and released(2,708) 39.63
Forfeited(464) 44.48
Outstanding at December 31, 20174,324
 $46.94
As of December 31, 2016,2017, there was $116$121 million of unrecognized compensation cost related to stock-settled RSUs. These costs are expected to be recognized over a weighted average period of one year. The total fair value of stock-settled RSUs vested during the years ended December 31, 2017, 2016 and 2015 and 2014 was $123 million, $107 million and $750 million, and $154 million, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

As of December 31, 2016, we had a nominal amount of CRSUs outstanding. The total cash paid for CRSUs vested during the years ended December 31, 2016, 2015 and 2014 was less than $1 million, $10 million and $12 million, respectively.

(b) Stock Options and Stock Appreciation Rights

(SARs)

We assumed US Airways Group’s outstanding stock options and stock appreciation rightsSARs in connection with the Merger using an exchange ratio of one to one. These stock options and stock appreciation rightsSARs were granted with an exercise price equal to the underlying common stock’s fair value at the date of each grant, have service conditions, become exercisable over a three-year vesting period and expire if unexercised at the end of their term, which ranges from seven to ten years. Stock optionsDuring 2017, 2016 and stock-settled stock appreciation rights (SARs) are classified as equity awards as the2015, 0.8 million, 1.7 million and 3.0 million SARs, respectively, were exercised at weighted average exercise results in the issuanceprices of shares of AAG common stock. Cash-settled stock appreciation rights (CSARs) are classified as liability awards as the exercise results in payment of cash. Compensation costs were expensed on$15.71, $14.49 and $12.09, respectively, for a straight-line basis over the vesting period for the entire award. There are no unrecognized compensation costs as all awards outstanding are vested.

Stock option and SAR award activity for all plans for the years ended December 31, 2016, 2015 and 2014 is as follows (stock options and SARs in thousands):

   Stock Options
and

SARs
  Weighted
Average
Exercise
Price
   Weighted
Average
Remaining
Contractual
Term
   Aggregate
Intrinsic
Value
 
   (In thousands)      (In years)   (In millions) 

Balance at December 31, 2013

   11,158  $12.84     

Granted

           

Exercised

   (4,109  10.74     

Forfeited

           

Expired

   (42  41.73     
  

 

 

      

Balance at December 31, 2014

   7,007  $13.90     

Granted

           

Exercised

   (2,985  12.09     

Forfeited

           

Expired

   (9  45.75     
  

 

 

      

Balance at December 31, 2015

   4,013  $15.17     

Granted

           

Exercised

   (1,738  14.49     

Forfeited

           

Expired

   (180  46.19     
  

 

 

      

Balance at December 31, 2016

   2,095  $13.08    1.6   $70 
  

 

 

      

The total intrinsic value of stock options$27 million, $49 million and $102 million, respectively. As of December 31, 2017, we had 1.2 million SARs exercisedoutstanding with an aggregate intrinsic value of $54 million and weighted average exercise price of $8.08 that expire between 2018 and 2020 if unexercised.

(c) ASU 2016-09: Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
This ASU simplified the accounting for share-based payment award transactions including the financial statement presentation of excess tax benefits and deficiencies. We adopted this ASU during the years ended December 31,second quarter of 2016, 2015which resulted in the recognition of $418 million of previously unrecognized excess tax benefits in deferred tax assets and 2014 was $49 million, $102 million and $105 million, respectively. All stock options and SARs outstanding at December 31, 2016 are vested and exercisable.

an increase to retained earnings on the consolidated balance sheet as of the beginning of 2016.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

CSAR award activity for all plans for the years ended December 31, 2016, 2015 and 2014 is as follows (CSARs in thousands):

   CSARs  Weighted
Average

Exercise
Price
   Weighted
Average
Remaining
Contractual
Term
   Aggregate
Intrinsic
Value
 
   (In thousands)      (In years)   (In millions) 

Balance at December 31, 2013

   2,865  $6.26     

Granted

           

Exercised

   (1,254  6.18     

Forfeited

           

Expired

           
  

 

 

      

Balance at December 31, 2014

   1,611  $6.33     

Granted

           

Exercised

   (760  6.31     

Forfeited

           

Expired

           
  

 

 

      

Balance at December 31, 2015

   851  $6.35     

Granted

           

Exercised

   (501  5.24     

Forfeited

           

Expired

           
  

 

 

      

Balance at December 31, 2016

   350  $7.94    1.0   $14 
  

 

 

      

As of December 31, 2016, the weighted average fair value of outstanding CSARs was $38.57 per share and the related liability was $13 million. These CSARs are fully vested and exercisable and will continue to be remeasured at fair value at each reporting date until all awards are settled. Total cash paid for CSARs exercised during the years ended December 31, 2016, 2015 and 2014 was $18 million, $31 million and $42 million, respectively.


15.  Valuation and Qualifying Accounts (in millions)

   Balance at
Beginning of

Year
   Changes
Charged to
Statement of
Operations

Accounts
   Write-offs
(Net of
Recoveries)
  Sales,
Retirements

and
Transfers
  Balance
at End

of Year
 

Allowance for obsolescence of inventories

        

Year ended December 31, 2016

  $728   $37   $(3 $3  $765 

Year ended December 31, 2015

   673    50    (4  9   728 

Year ended December 31, 2014

   547    142    (4  (12  673 

Allowance for uncollectible accounts

        

Year ended December 31, 2016

  $41   $47   $(52 $  $36 

Year ended December 31, 2015

   17    46    (22     41 

Year ended December 31, 2014

   41    6    (30     17 

 Balance at Beginning of Year Changes Charged to Statement of Operations Accounts 
Write-offs
(Net of Recoveries)
 Sales, Retirements and Transfers Balance at End of Year
Allowance for obsolescence of spare parts         
Year ended December 31, 2017$765
 $29
 $(4) $(21) $769
Year ended December 31, 2016728
 37
 (3) 3
 765
Year ended December 31, 2015673
 50
 (4) 9
 728
Allowance for uncollectible accounts         
Year ended December 31, 2017$36
 $43
 $(55) $
 $24
Year ended December 31, 201641
 47
 (52) 
 36
Year ended December 31, 201517
 46
 (22) 
 41
16.  Quarterly Financial Data (Unaudited)
Unaudited summarized financial data by quarter for 2017 and 2016 (in millions, except share and per share amounts):
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
2017       
Operating revenues$9,624
 $11,105
 $10,878
 $10,600
Operating expenses9,023
 9,570
 9,646
 9,910
Operating income601
 1,535
 1,232
 690
Net income234
 803
 624
 258
Earnings per share:       
Basic$0.46
 $1.64
 $1.29
 $0.54
Diluted$0.46
 $1.63
 $1.28
 $0.54
Shares used for computation (in thousands):       
Basic503,902
 490,818
 484,772
 477,165
Diluted507,797
 492,965
 486,625
 479,382
        
2016       
Operating revenues$9,435
 $10,363
 $10,594
 $9,789
Operating expenses8,100
 8,612
 9,163
 9,022
Operating income1,335
 1,751
 1,431
 767
Net income700
 950
 737
 289
Earnings per share:       
Basic$1.15
 $1.69
 $1.40
 $0.56
Diluted$1.14
 $1.68
 $1.40
 $0.56
Shares used for computation (in thousands):       
Basic606,245
 563,000
 525,415
 514,571
Diluted611,488
 566,040
 528,510
 518,358
Our fourth quarter 2017 results include $307 million of total net special items that principally included a $149 million charge for the $1,000 cash bonus and associated payroll taxes granted to our employees as of December 31, 2017 in recognition of the 2017 Tax Act, $81 million of Merger integration expenses, $58 million of fleet restructuring expenses, a $20 million net charge resulting from fair value adjustments to bankruptcy obligations and a $7 million special non-cash benefit to income tax expense to reflect the impact on our deferred tax assets and liabilities resulting from the 2017 Tax Act.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

16.  Quarterly Financial Data (Unaudited)

Unaudited summarized financial data by quarter for 2016 and 2015 (in millions, except share and per share amounts):

   First
Quarter
   Second
Quarter
   Third
Quarter
   Fourth
Quarter
 

2016

        

Operating revenues

  $9,435   $10,363   $10,594   $9,789 

Operating expenses

   8,100    8,612    9,163    9,022 

Operating income

   1,335    1,751    1,431    767 

Net income

   700    950    737    289 

Earnings per share:

        

Basic

  $1.15   $1.69   $1.40   $0.56 

Diluted

  $1.14   $1.68   $1.40   $0.56 

Shares used for computation (in thousands):

        

Basic

   606,245    563,000    525,415    514,571 

Diluted

   611,488    566,040    528,510    518,358 

2015

        

Operating revenues

  $9,827   $10,827   $10,706   $9,630 

Operating expenses

   8,611    8,906    8,707    8,562 

Operating income

   1,216    1,921    1,999    1,068 

Net income

   932    1,704    1,693    3,281 

Earnings per share:

        

Basic

  $1.34   $2.47   $2.56   $5.24 

Diluted

  $1.30   $2.41   $2.49   $5.09 

Shares used for computation (in thousands):

        

Basic

   696,415    688,727    661,869    626,559 

Diluted

   716,930    707,611    680,739    644,140 


Our fourth quarter 2016 results include $273 million of total net special charges consistingitems that principally ofincluded $121 million of Merger integration expenses, $104 million of fleet restructuring expenses and a $47 million net charge consisting ofmark-to-marketresulting from fair value adjustments forto bankruptcy obligations.

Our fourth quarter 2015 results include $2.0 billion of total net special credits consisting principally of a $3.0 billionnon-cash tax benefit recorded in connection with the reversal of our tax valuation allowance, offset in part by a nonoperating net special charge of $592 million to write off all of the value of Venezuelan bolivars held by us due to continued lack of repatriations and deterioration of economic conditions in Venezuela and $450 million in total operating special charges primarily consisting of Merger integration expenses and fleet restructuring expenses.

17.  Subsequent Events

2017-1 EETCs

Event

Dividend Declaration
In January 2017, American created three pass-through trusts which issued approximately $983 million aggregate principal amount of Series2017-1 Class AA, Class A and Class B EETCs (the2017-1 EETCs) in connection with the financing of 24 aircraft scheduled to be delivered to American between January 2017 and May 2017 (the2017-1 Aircraft). A portion of the proceeds received from the sale of the2017-1 EETCs has been used to acquire Series AA, A and B equipment notes issued by American to the pass-through trusts and the balance of such proceeds is being held in escrow for

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

the benefit of the holders of the2017-1 EETCs until such time as American issues additional Series AA, A and B equipment notes to the pass-through trusts, which will purchase the equipment notes with escrowed funds. These escrowed funds are not guaranteed by American and are not reported as debt on our consolidated balance sheet because the proceeds held by the depository are not American’s assets.

Series AA equipment notes bear interest at 3.65% per annum, Series A equipment notes bear interest at 4.00% per annum and Series B equipment notes bear interest at 4.95% per annum. Interest and principal payments on the equipment notes will be payable semi-annually in February and August of each year, with interest payments beginning in August 2017 and principal payments beginning in February 2018. The final payments on the Series AA and Series A equipment notes are due in February 2029 and the final payment on the Series B equipment notes is due in February 2025. The equipment notes are secured by liens on the2017-1 Aircraft.

Share Repurchase Program and Dividend Declaration

In January 2017,2018, we announced that our Board of Directors had authorized a new $2.0 billion share repurchase program that expires on December 31, 2018. Share repurchases under our share repurchase programs may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades or accelerated share repurchase transactions. Any such repurchases will be made from time to time subject to market and economic conditions, applicable legal requirements and other relevant factors. Our share repurchase programs do not obligate us to repurchase any specific number of shares and may be suspended at any time at our discretion.

Also in January 2017, we announced that our Board of Directors had declared a $0.10 per share dividend for stockholders of record on February 13, 2017,6, 2018, and payable on February 27, 2017.20, 2018. Any future dividends that may be declared and paid from time to time will be subject to market and economic conditions, applicable legal requirements and other relevant factors. We are not obligated to continue a dividend for any fixed period, and payment of dividends may be suspended at any time at our discretion.



ITEM 8B. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF AMERICAN AIRLINES, INC.

Report of Independent Registered Public Accounting Firm

The

To the Stockholder and Board of Directors and Stockholder

American Airlines, Inc.:


Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of American Airlines, Inc. and subsidiaries (American) as of December 31, 20162017 and 2015, and2016, the related consolidated statements of operations, comprehensive income, cash flows, and stockholder’s equity (deficit) for each of the years in the three-year period ended December 31, 2016. 2017, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of American as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), American’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 21, 2018 expressed an unqualified opinion on the effectiveness of American’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of American’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to American in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of American Airlines, Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), American’s internal control over financial reporting as of December 31, 2016, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 22, 2017 expressed an unqualified opinion on the effectiveness of American’s internal control over financial reporting.

/s/    KPMG LLP


We have served as American’s auditor since 2014.
Dallas, Texas

February 22, 2017

21, 2018




AMERICAN AIRLINES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions)

   Year Ended December 31, 
   2016  2015  2014 

Operating revenues:

    

Mainline passenger

  $27,909  $29,037  $30,802 

Regional passenger

   6,670   6,475   6,322 

Cargo

   700   760   875 

Other

   4,884   4,666   4,677 
  

 

 

  

 

 

  

 

 

 

Total operating revenues

   40,163   40,938   42,676 

Operating expenses:

    

Aircraft fuel and related taxes

   5,071   6,226   10,592 

Salaries, wages and benefits

   10,881   9,514   8,499 

Regional expenses

   6,009   5,952   6,477 

Maintenance, materials and repairs

   1,834   1,889   2,051 

Other rent and landing fees

   1,772   1,731   1,727 

Aircraft rent

   1,203   1,250   1,250 

Selling expenses

   1,323   1,394   1,544 

Depreciation and amortization

   1,525   1,364   1,301 

Special items, net

   709   1,051   783 

Other

   4,532   4,378   4,186 
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   34,859   34,749   38,410 
  

 

 

  

 

 

  

 

 

 

Operating income

   5,304   6,189   4,266 

Nonoperating income (expense):

    

Interest income

   104   49   32 

Interest expense, net of capitalized interest

   (906  (796  (847

Other, net

   (59  (774  (183
  

 

 

  

 

 

  

 

 

 

Total nonoperating expense, net

   (861  (1,521  (998
  

 

 

  

 

 

  

 

 

 

Income before income taxes

   4,443   4,668   3,268 

Income tax provision (benefit)

   1,662   (3,452  320 
  

 

 

  

 

 

  

 

 

 

Net income

  $2,781  $8,120  $2,948 
  

 

 

  

 

 

  

 

 

 

 Year Ended December 31,
 2017 2016 2015
Operating revenues:     
Mainline passenger$29,238
 $27,909
 $29,037
Regional passenger6,895
 6,670
 6,475
Cargo800
 700
 760
Other5,262
 4,884
 4,666
Total operating revenues42,195
 40,163
 40,938
Operating expenses:     
Aircraft fuel and related taxes6,128
 5,071
 6,226
Salaries, wages and benefits11,804
 10,881
 9,514
Regional expenses6,572
 6,009
 5,952
Maintenance, materials and repairs1,959
 1,834
 1,889
Other rent and landing fees1,806
 1,772
 1,731
Aircraft rent1,197
 1,203
 1,250
Selling expenses1,477
 1,323
 1,394
Depreciation and amortization1,702
 1,525
 1,364
Special items, net712
 709
 1,051
Other4,806
 4,532
 4,378
Total operating expenses38,163
 34,859
 34,749
Operating income4,032
 5,304
 6,189
Nonoperating income (expense):     
Interest income215
 104
 49
Interest expense, net(988) (906) (796)
Other, net(15) (59) (774)
Total nonoperating expense, net(788) (861) (1,521)
Income before income taxes3,244
 4,443
 4,668
Income tax provision (benefit)1,322
 1,662
 (3,452)
Net income$1,922
 $2,781
 $8,120
See accompanying notes to consolidated financial statements.



AMERICAN AIRLINES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

   Year Ended December 31, 
   2016  2015  2014 

Net income

  $2,781  $8,120  $2,948 

Other comprehensive income (loss), net of tax:

    

Pension, retiree medical and other postretirement benefits:

    

Amortization of actuarial loss and prior service cost

   (65  (109  (163

Current year change

   (292  (51  (2,621

Derivative financial instruments:

    

Change in fair value

         (52

Reclassification into earnings

      (9  (4

Unrealized gain (loss) on investments:

    

Net change in value

   6   (6  (4

Reversal ofnon-cash tax benefit

         328 
  

 

 

  

 

 

  

 

 

 

Total other comprehensive loss, net of tax

   (351  (175  (2,516
  

 

 

  

 

 

  

 

 

 

Total comprehensive income

  $2,430  $7,945  $432 
  

 

 

  

 

 

  

 

 

 

 Year Ended December 31,
 2017 2016 2015
Net income$1,922
 $2,781
 $8,120
Other comprehensive income (loss), net of tax:     
Pension, retiree medical and other postretirement benefits:     
Amortization of actuarial loss and prior service cost(55) (65) (109)
Current year change(13) (292) (51)
Investments and derivative financial instruments(1) 6
 (15)
Total other comprehensive loss, net of tax(69) (351) (175)
Total comprehensive income$1,853
 $2,430
 $7,945
See accompanying notes to consolidated financial statements.



AMERICAN AIRLINES, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except shares and par value)

   December 31, 
   2016  2015 

ASSETS

   

Current assets

   

Cash

  $310  $364 

Short-term investments

   6,034   5,862 

Restricted cash and short-term investments

   638   695 

Accounts receivable, net

   1,599   1,420 

Receivables from related parties, net

   6,810   1,981 

Aircraft fuel, spare parts and supplies, net

   1,032   796 

Prepaid expenses and other

   633   740 
  

 

 

  

 

 

 

Total current assets

   17,056   11,858 

Operating property and equipment

   

Flight equipment

   36,671   32,838 

Ground property and equipment

   6,910   6,224 

Equipment purchase deposits

   1,209   1,067 
  

 

 

  

 

 

 

Total property and equipment, at cost

   44,790   40,129 

Less accumulated depreciation and amortization

   (13,909  (12,893
  

 

 

  

 

 

 

Total property and equipment, net

   30,881   27,236 

Other assets

   

Goodwill

   4,091   4,091 

Intangibles, net of accumulated amortization of $578 and $502, respectively

   2,173   2,249 

Deferred tax asset

   1,912   2,932 

Other assets

   1,979   2,073 
  

 

 

  

 

 

 

Total other assets

   10,155   11,345 
  

 

 

  

 

 

 

Total assets

  $58,092  $50,439 
  

 

 

  

 

 

 

LIABILITIES AND STOCKHOLDER’S EQUITY

   

Current liabilities

   

Current maturities of long-term debt and capital leases

  $1,859  $2,234 

Accounts payable

   1,546   1,517 

Accrued salaries and wages

   1,460   1,156 

Air traffic liability

   3,912   3,747 

Loyalty program liability

   2,789   2,525 

Other accrued liabilities

   2,106   2,198 
  

 

 

  

 

 

 

Total current liabilities

   13,672   13,377 

Noncurrent liabilities

   

Long-term debt and capital leases, net of current maturities

   20,718   16,592 

Pension and postretirement benefits

   7,800   7,410 

Deferred gains and credits, net

   526   667 

Other liabilities

   2,727   2,695 
  

 

 

  

 

 

 

Total noncurrent liabilities

   31,771   27,364 

Commitments and contingencies (Note 9)

   

Stockholder’s equity

   

Common stock, $1.00 par value; 1,000 shares authorized, issued and outstanding

       

Additionalpaid-in capital

   16,624   16,521 

Accumulated other comprehensive loss

   (5,182  (4,831

Retained earnings (deficit)

   1,207   (1,992
  

 

 

  

 

 

 

Total stockholder’s equity

   12,649   9,698 
  

 

 

  

 

 

 

Total liabilities and stockholder’s equity

  $58,092  $50,439 
  

 

 

  

 

 

 

 December 31,
 2017 2016
ASSETS   
Current assets   
Cash$287
 $310
Short-term investments4,768
 6,034
Restricted cash and short-term investments318
 638
Accounts receivable, net1,755
 1,599
Receivables from related parties, net8,822
 6,810
Aircraft fuel, spare parts and supplies, net1,294
 1,032
Prepaid expenses and other647
 633
Total current assets17,891
 17,056
Operating property and equipment   
Flight equipment39,993
 36,671
Ground property and equipment8,006
 6,910
Equipment purchase deposits1,217
 1,209
Total property and equipment, at cost49,216
 44,790
Less accumulated depreciation and amortization(15,354) (13,909)
Total property and equipment, net33,862
 30,881
Other assets   
Goodwill4,091
 4,091
Intangibles, net of accumulated amortization of $622 and $578, respectively2,203
 2,173
Deferred tax asset682
 1,912
Other assets1,283
 1,979
Total other assets8,259
 10,155
Total assets$60,012
 $58,092
    
LIABILITIES AND STOCKHOLDER’S EQUITY   
Current liabilities   
Current maturities of long-term debt and capital leases$2,058
 $1,859
Accounts payable1,625
 1,546
Accrued salaries and wages1,613
 1,460
Air traffic liability3,978
 3,912
Loyalty program liability2,791
 2,789
Other accrued liabilities2,209
 2,106
Total current liabilities14,274
 13,672
Noncurrent liabilities   
Long-term debt and capital leases, net of current maturities21,236
 20,718
Pension and postretirement benefits7,452
 7,800
Other liabilities2,456
 3,253
Total noncurrent liabilities31,144
 31,771
Commitments and contingencies (Note 9)
 
Stockholder’s equity   
Common stock, $1.00 par value; 1,000 shares authorized, issued and outstanding
 
Additional paid-in capital16,716
 16,624
Accumulated other comprehensive loss(5,251) (5,182)
Retained earnings3,129
 1,207
Total stockholder’s equity14,594
 12,649
Total liabilities and stockholder’s equity$60,012
 $58,092
See accompanying notes to consolidated financial statements.



AMERICAN AIRLINES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

   December 31, 
   2016  2015  2014 

Cash flows from operating activities:

    

Net income

  $2,781  $8,120  $2,948 

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

   1,762   1,560   1,469 

Debt discount and lease amortization

   (124  (126  (171

Special items,non-cash

   270   295   91 

Pension and postretirement

   (70  (194  (163

Deferred income tax provision (benefit)

   1,652   (3,467  344 

Share-based compensation

   100   284   300 

Other, net

   (16  (21  7 

Changes in operating assets and liabilities:

    

Decrease (increase) in accounts receivable

   (169  354   (176

Increase in other assets

   (205  (22  (191

Increase in accounts payable and accrued liabilities

   336   214   74 

Increase (decrease) in air traffic liability

   164   (505  (97

Increase in receivables from related parties, net

   (4,862  (3,695  (527

Increase (decrease) in loyalty program liability

   264   (295  (229

Contributions to pension plans

   (32  (6  (809

Increase (decrease) in other liabilities

   (101  91   (292
  

 

 

  

 

 

  

 

 

 

Net cash provided by operating activities

   1,750   2,587   2,578 

Cash flows from investing activities:

    

Capital expenditures and aircraft purchase deposits

   (5,657  (6,075  (5,256

Purchases of short-term investments

   (6,241  (8,126  (5,380

Sales of short-term investments

   6,092   8,517   7,179 

Decrease in restricted cash and short-term investments

   57   79   261 

Net proceeds from slot transaction

         307 

Proceeds from sale of property and equipment

   113   26   20 

Other investing activities

   2       
  

 

 

  

 

 

  

 

 

 

Net cash used in investing activities

   (5,634  (5,579  (2,869

Cash flows from financing activities:

    

Payments on long-term debt and capital leases

   (3,827  (2,153  (2,955

Proceeds from issuance of long-term debt

   7,701   4,509   2,552 

Deferred financing costs

   (77  (80  (95

Sale-leaseback transactions

   5   43   811 

Funds transferred from (to) affiliates, net

         (176

Other financing activities

   28   53   6 
  

 

 

  

 

 

  

 

 

 

Net cash provided by financing activities

   3,830   2,372   143 
  

 

 

  

 

 

  

 

 

 

Net decrease in cash

   (54  (620  (148

Cash at beginning of year

   364   984   1,132 
  

 

 

  

 

 

  

 

 

 

Cash at end of year

  $310  $364  $984 
  

 

 

  

 

 

  

 

 

 

 December 31,
 2017 2016 2015
Cash flows from operating activities:     
Net income$1,922
 $2,781
 $8,120
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization1,964
 1,762
 1,560
Deferred income tax provision (benefit)1,298
 1,652
 (3,467)
Debt discount and lease amortization(119) (124) (126)
Special items, non-cash272
 270
 295
Pension and postretirement(132) (70) (194)
Share-based compensation90
 100
 284
Other, net(25) (16) (21)
Changes in operating assets and liabilities:     
Decrease (increase) in accounts receivable(189) (169) 354
Increase in other assets(405) (205) (22)
Increase in accounts payable and accrued liabilities266
 336
 214
Increase (decrease) in air traffic liability66
 164
 (505)
Increase in receivables from related parties, net(1,994) (4,862) (3,695)
Increase (decrease) in loyalty program liability2
 264
 (295)
Contributions to pension plans(286) (32) (6)
Increase (decrease) in other liabilities140
 (101) 91
Net cash provided by operating activities2,870
 1,750
 2,587
Cash flows from investing activities:     
Capital expenditures and aircraft purchase deposits(5,881) (5,657) (6,075)
Proceeds from sale of property and equipment and sale-leaseback transactions922
 115
 26
Purchases of short-term investments(4,633) (6,241) (8,126)
Sales of short-term investments5,915
 6,092
 8,517
Decrease in restricted cash and short-term investments319
 57
 79
Purchase of equity investment(203) 
 
Net cash used in investing activities(3,561) (5,634) (5,579)
Cash flows from financing activities:     
Proceeds from issuance of long-term debt3,058
 7,701
 4,509
Payments on long-term debt and capital leases(2,332) (3,827) (2,153)
Deferred financing costs(85) (77) (80)
Other financing activities27
 33
 96
Net cash provided by financing activities668
 3,830
 2,372
Net decrease in cash(23) (54) (620)
Cash at beginning of year310
 364
 984
Cash at end of year$287
 $310
 $364
See accompanying notes to consolidated financial statements.



AMERICAN AIRLINES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIT)

(In millions)

  Common
Stock
  Additional
Paid-in

Capital
  Accumulated
Other
Comprehensive

Income (Loss)
  Retained
Earnings
(Deficit)
  Total 

Balance at December 31, 2013

 $  $10,802  $(2,140 $(13,060 $(4,398

Net income

           2,948   2,948 

Changes in pension, retiree medical and other postretirement benefits liability

        (2,784     (2,784

Net changes in fair value of derivative financial instruments

        (56     (56

Reversal ofnon-cash tax benefit

        328      328 

Share-based compensation expense

     300         300 

Intercompany equity transfer

     5,072         5,072 

Change in unrealized loss on investments

        (4     (4
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2014

     16,174   (4,656  (10,112  1,406 

Net income

           8,120   8,120 

Changes in pension, retiree medical and other postretirement benefits liability

        (160     (160

Net changes in fair value of derivative financial instruments

        (9     (9

Share-based compensation expense

     284         284 

Intercompany equity transfer

     63         63 

Change in unrealized loss on investments

        (6     (6
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2015

     16,521   (4,831  (1,992  9,698 

Net income

           2,781   2,781 

Changes in pension, retiree medical and other postretirement benefits liability

        (563     (563

Non-cash tax benefit

        203      203 

Share-based compensation expense

     100         100 

Impact of adoption of Accounting Standards Update (ASU)2016-09 (See Note 1 (r))

           418   418 

Intercompany equity transfer

     3         3 

Change in unrealized loss on investments

        9      9 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2016

 $  $16,624  $(5,182 $1,207  $12,649 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Retained
Earnings
(Deficit)
 Total
Balance at December 31, 2014$
 $16,174
 $(4,656) $(10,112) $1,406
Net income
 
 
 8,120
 8,120
Changes in pension, retiree medical and other postretirement benefits liability
 
 (160) 
 (160)
Net changes in fair value of derivative financial instruments
 
 (9) 
 (9)
Share-based compensation expense
 284
 
 
 284
Intercompany equity transfer
 63
 
 
 63
Change in unrealized loss on investments
 
 (6) 
 (6)
Balance at December 31, 2015
 16,521
 (4,831) (1,992) 9,698
Net income
 
 
 2,781
 2,781
Changes in pension, retiree medical and other postretirement benefits liability
 
 (563) 
 (563)
Non-cash tax benefit
 
 203
 
 203
Share-based compensation expense
 100
 
 
 100
Impact of adoption of Accounting Standards Update (ASU) 2016-09 related to share-based compensation (See Note 12)
 
 
 418
 418
Intercompany equity transfer
 3
 
 
 3
Change in unrealized loss on investments
 
 9
 
 9
Balance at December 31, 2016
 16,624
 (5,182) 1,207
 12,649
Net income
 
 
 1,922
 1,922
Changes in pension, retiree medical and other postretirement benefits liability
 
 (114) 
 (114)
Non-cash tax benefit
 
 46
 
 46
Share-based compensation expense
 90
 
 
 90
Intercompany equity transfer
 2
 
 
 2
Change in unrealized loss on investments
 
 (1) 
 (1)
Balance at December 31, 2017$
 $16,716
 $(5,251) $3,129
 $14,594
See accompanying notes to consolidated financial statements.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

1.  Basis of Presentation and Summary of Significant Accounting Policies

(a) Basis of Presentation

American Airlines, Inc. (American) is a Delaware corporation whose primary business activity is the operation of a major network air carrier. American is athe principal wholly-owned subsidiary of American Airlines Group Inc. (AAG), which owns all of American’s outstanding common stock, par value $1.00 per share. On December 9, 2013, a subsidiary of AMR Corporation (AMR) merged with and into US Airways Group, Inc. (US Airways Group), a Delaware corporation, which survived as a wholly-owned subsidiary of AAG, and AAG emerged from Chapter 11 (the Merger). Upon closing of the Merger and emergence from Chapter 11, AMR changed its name to American Airlines Group Inc. On December 30, 2015, in order to simplify AAG’s internal corporate structure, US Airways, Inc. (US Airways), a wholly-owned subsidiary of US Airways Group, merged with and into American, with American as the surviving corporation.

All significant intercompany transactions have been eliminated.

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, impairment of goodwill, impairment of long-lived and intangible assets, the loyalty program, valuation allowance for deferred tax assets, as well as pensionspension and retiree medical and other postretirement benefits. Certain prior year amounts have been reclassified to conform to the current year presentation.

(b) Short-term Investments

Short-term investments are classified asavailable-for-sale and stated at fair value. Realized gains and losses are recorded in nonoperating expense on the consolidated statement of operations. Unrealized gains and losses are recorded in accumulated other comprehensive loss on the consolidated balance sheet.

sheets.

(c) Restricted Cash and Short-term Investments

American has restricted cash and short-term investments related primarily to collateral held to support workers’ compensation obligations.

(d) Aircraft Fuel, Spare Parts and Supplies, Net

Aircraft fuel is recorded on afirst-in,first-out basis. Spare parts and supplies are recorded at net realizable value based on average costs.costs less an allowance for obsolescence. These items are expensed when used. An allowance for obsolescence is established for spare parts and supplies.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

(e) Operating Property and Equipment

Operating property and equipment is recorded at cost and depreciated or amortized to residual values over the asset’s estimated useful life or the lease term, whichever is less, using the straight-line method. Residual values for aircraft, engines and related rotable parts are generally 5% to 10% of original cost. Costs of major improvements that enhance the usefulness of the asset are capitalized and depreciated or amortized over the estimated useful life of the asset or the lease term, whichever is less. The estimated useful lives for the principal property and equipment classifications are as follows:

Principal Property and Equipment Classification

Estimated Useful Life

Aircraft, engines and related rotable parts

20 – 30 years

Buildings and improvements

Lesser of - 30 years

Furniture, fixtures and other equipment

- 10 years

Capitalized software

- 10 years

American recordsassesses impairment charges on operating property and equipment when events and circumstances indicate that the assets may be impaired. An asset or group of assets is considered impaired when the undiscounted cash flows estimated to be generated by the assets are less than the carrying amount of the assets and the net book value of the assets exceeds their estimated fair value. If such assets are considered to be impaired, the impairment to be recognized


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the cost to sell.

Total depreciation and amortization expense was $2.1 billion, $1.8 billion and $1.6 billion for the years ended December 31, 2017, 2016 and 2015, respectively.
(f) Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are recorded net as noncurrent deferred income taxes.

American provides a valuation allowance for its deferred tax assets when it is more likely than not that some portion, or all of its deferred tax assets, will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. 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 projectionsassessment of future profitability, including risks associated with remaining Merger integration activities as well as other conditions which are beyond American’s control, such as the health of the economy, the level and volatility of fuel prices and travel demand.

(g) Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired and liabilities assumed. Goodwill is not amortized but assessed for impairment annually on October 1st or more frequently if events or circumstances indicate that goodwill may be impaired. American has one consolidated reporting unit.

Goodwill is measuredassessed for impairment by initially performing a qualitative assessment and, if necessary, then comparing the fair value of the reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit is less than the carrying value, a second step is performed to

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

determine the implied fair value of goodwill. If the implied fair value of goodwill is lower than its carrying value, an impairment charge equal to the difference is recorded. Based upon American’s annual assessment, there was no goodwill impairment in 2016.2017. The carrying value of the goodwill on American’s consolidated balance sheets was $4.1 billion as of December 31, 20162017 and 2015.

2016.

(h) Other Intangibles, Net

Intangible assets consist primarily of domestic airport slots, customer relationships, marketing agreements, international slots and route authorities, airport gate leasehold rights and tradenames.

Finite-Lived Intangible Assets

Finite-lived intangible assets are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

The following table provides information relating to American’s amortizable intangible assets as of December 31, 20162017 and 20152016 (in millions):

   December 31, 
   2016  2015 

Domestic airport slots

  $365  $365 

Customer relationships

   300   300 

Marketing agreements

   105   105 

Tradenames

   35   35 

Airport gate leasehold rights

   137   137 

Accumulated amortization

   (578  (502
  

 

 

  

 

 

 

Total

  $364  $440 
  

 

 

  

 

 

 

 December 31,
 2017 2016
Domestic airport slots$365
 $365
Customer relationships300
 300
Marketing agreements105
 105
Tradenames35
 35
Airport gate leasehold rights137
 137
Accumulated amortization(622) (578)
Total$320
 $364
Certain domestic airport slots and airport gate leasehold rights are amortized on a straight-line basis over 25 years. The customer relationships and marketing agreements were identified as intangible assets subject to amortization and


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

are amortized on a straight-line basis over approximately nine years and 30 years, respectively. Tradenames are fully amortized.

American recorded amortization expense related to these intangible assets of $44 million, $76 million $55 million and $81$55 million for the years ended December 31, 2017, 2016 2015 and 2014,2015, respectively. American expects to record annual amortization expense for these intangible assets as follows (in millions):

2017

  $45 

2018

   41 

2019

   41 

2020

   41 

2021

   41 

2022 and thereafter

   155 
  

 

 

 

Total

  $364 
  

 

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

2018$41
201941
202041
202141
202241
2023 and thereafter115
Total$320
Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets include certain domestic airport slots at American’s hubs and international slots and route authorities. Indefinite-lived intangible assets are not amortized but instead are assessed for impairment annually on October 1st or more frequently if events or circumstances indicate that the asset may be impaired. As of December 31, 20162017 and 2015,2016, American had $1.9 billion and $1.8 billion, respectively, of indefinite-lived intangible assets on its consolidated balance sheets.

Indefinite-lived intangible assets are reviewedassessed for impairment by initially performing a qualitative assessment to determine whether American believes it is more likely than not that an asset has been impaired. If American believes impairment has occurred, American then evaluates for impairment by comparing the estimated fair value of assets to the carrying value. An impairment charge is recognized if the asset’s estimated fair value is less than its carrying value. Based upon American’s annual assessment, there was no indefinite-lived intangible asset impairment in 2016.

2017.

(i) Loyalty Program

American currently operates the loyalty program, AAdvantage. This program awards mileage credits to passengers who fly on American, anyoneworld airline or other partner airlines, or by using the services of other program participants, such as the Citi and Barclaycard USco-branded credit cards, hotels and car rental companies. Mileage credits can be redeemed for travel on American or other participating partner airlines.

Through December 31, 2017, American usesused the incremental cost method to account for the portion of its loyalty program liability incurred when AAdvantage members earn mileage credits by flying on American, anyoneworld airline or other partner airlines. American has an obligation to provide future travel when these mileage credits are redeemed and therefore have recorded a liability for mileage credits outstanding.

The incremental cost liability includes all mileage credits, even mileage credits for members whose account balances have not yet reached the minimum level required to redeem an award. Mileage credits are subject to expiration. The liability for outstanding mileage credits is valued based on the estimated incremental cost of carrying one additional passenger. The estimated incremental cost primarily includes unit costs incurred for fuel, food and insurance as well as fees incurred when travel awards are redeemed on partner airlines. In calculating the liability, American estimates how many mileage credits will never be redeemed for travel and excludes those mileage credits from the estimate of the liability. Estimates are also made for the number of miles that will be used per award redemption and the number of travel awards that will be redeemed on partner airlines. These costs and estimates are based on American’s historical program experience as well as consideration of enacted program changes, as applicable. Changes in the liability resulting from members earning additional mileage credits or changes in estimates are recorded in the consolidated statements of operations as a part of passenger revenue.

As of December 31, 20162017 and 2015,2016, the liability for outstanding mileage credits accounted for under the incremental cost method was $669$677 million and $657$669 million, respectively, and is included on the consolidated balance sheets within loyalty program liability.

Additionally, American applied the acquisition method of accounting in connection with AAG’s Merger in December 2013 and recorded a liability for outstanding US Airways’ mileage credits at fair value, an amount significantly in excess of incremental cost. At December 31, 2016, all the mileage credits associated with this liability have been recognized in passenger revenue. At December 31, 2015, this liability was $296 million and was included on the consolidated balance sheet within the loyalty program liability.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.


American also sells loyalty program mileage credits to participating airline partners andnon-airline business partners.partners, such as the Citi and Barclaycard US co-branded credit cards. Sales of mileage credits tonon-airline business partners is comprised of two components, transportation and marketing. American accounts for mileage sales under its agreements withnon-airline business partners in accordance with Accounting Standards Update (ASU)No.ASU 2009-13, “Revenue Recognition (Topic 605) — Multiple-Deliverable Revenue Arrangements.” In accordance with Topic 605,ASU 2009-13, American allocates the consideration received from the sale of mileage credits based on the relative selling price of each product or service delivered.

In 2016, American entered into new

As a result of American’s co-branded credit card program agreements with Citi and Barclaycard US.US that it entered into in 2016, American identified the following revenue elements in theseco-branded credit card agreements: the transportation component; and the use of the American brand including access to loyalty program member lists, advertising and other travel related benefits (collectively, the marketing component).

The transportation component represents the estimated selling price of future travel awards and is determined using historical transaction information, including information related to customer redemption patterns. The transportation component is deferred based on its relative selling price and is amortized into passenger revenue on a straight-line basis over the period in which the mileage credits are expected to be redeemed for travel. As of December 31, 20162017 and 2015,2016, American had $2.1 billion and $1.5 billion, respectively, in deferred revenue from the sale of mileage credits recorded within loyalty program liability on its consolidated balance sheets.

The services under the marketing component are provided periodically, but no less than monthly. Accordingly, the marketing component is considered earned and recognized in other revenues in the period of the mileage sale. For the years ended December 31, 2017, 2016 2015 and 2014,2015, the marketing component of mileage sales and other marketing related payments included in other revenues was approximately $2.2 billion, $1.9 billion and $1.7 billion, and $1.6 billion, respectively.

Effective January 1, 2018, American is adopting ASU 2014-09: Revenue from Contracts with Customers (Topic 606). See Recent Accounting Pronouncements in Note 1(r) below for further discussion.
(j) Revenue

Passenger Revenue

Passenger revenue is recognized when transportation is provided. Ticket sales for transportation that has not yet been provided are initially deferred and recorded as air traffic liability on the consolidated balance sheets. The air traffic liability represents tickets sold for future travel dates and estimated future refunds and exchanges of tickets sold for past travel dates. The balance in the air traffic liability fluctuates throughout the year based on seasonal travel patterns and fare sale activity.patterns. American’s air traffic liability was $3.9$4.0 billion and $3.7$3.9 billion as of December 31, 2017 and 2016, and 2015, respectively.

The majority of tickets sold are nonrefundable. A small percentage of tickets, some of which are partially used tickets, expire unused. Due to complex pricing structures, refund and exchange policies, and interline agreements with other airlines, certain amounts are recognized in passenger revenue using estimates regarding both the timing of the revenue recognition and the amount of revenue to be recognized. These estimates are generally based on the analysis of American’s historical data. American and other airline industry participants have consistently applied this accounting method to estimate revenue from forfeited tickets at the date of travel. Estimated future refunds and exchanges included in the air traffic liability are routinely evaluated based on subsequent activity to validate the accuracy of American’s estimates. Any adjustments resulting from periodic evaluations of the estimated air traffic liability are included in passenger revenue during the period in which the evaluations are completed.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

American has arrangements with regional

Regional carriers to provide it with regional jet and turboprop servicescheduled air transportation under the brand name “AmericanAmerican Eagle.” The American Eagle carriers include AAG’s wholly-owned regional carriers, Envoy, PSA and Piedmont, as well as third-party regional carriers including Republic Airline Inc. (Republic), Mesa Airlines, Inc. (Mesa), Air Wisconsin Airlines Corporation (Air Wisconsin), Compass Airlines, LLC (Compass), ExpressJet Airlines, Inc. (ExpressJet), SkyWest Airlines, Inc. (SkyWest) and Trans States Airlines, Inc. (Trans States). American classifies revenues generated from transportation on these carriers as regional passenger revenues. Liabilities related to tickets sold by American for travel on these air carriers are also included in American’s air traffic liability and are subsequently recognized as revenue in the same manner as described above.

Passenger Taxes and Fees

Various taxes and fees assessed on the sale of tickets to end customers are collected by American as an agent and remitted to taxing authorities. These taxes and fees have been presented on a net basis in the accompanying consolidated statements of operations and recorded as a liability until remitted to the appropriate taxing authority.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

Cargo Revenue

Cargo revenue is recognized when American provides the transportation.

Other Revenue

Other revenue includes revenue associated with marketing services provided to American’s business partners as part of its loyalty program, baggage fees, ticketing change fees, airport clubs and inflight services. The accounting and recognition for the loyalty program marketing services are discussed in Note 1(i) above. Baggage fees, ticketing change fees, airport clubs and inflight service revenues are recognized when American provides the service.

Effective January 1, 2018, American is adopting ASU 2014-09: Revenue from Contracts with Customers (Topic 606). See Recent Accounting Pronouncements in Note 1(r) below for further discussion.
(k) Maintenance, Materials and Repairs

Maintenance and repair costs for owned and leased flight equipment are charged to operating expense as incurred, except costs incurred for maintenance and repair under flight hour maintenance contract agreements, which are accrued based on contractual terms when an obligation exists.

(l) Selling Expenses

Selling expenses include credit card fees, commissions, computerized reservations systems fees and advertising. Advertising costs are expensed as incurred. Advertising expense was $135 million, $116 million $110 million and $92$110 million for the years ended December 31, 2017, 2016 and 2015, and 2014, respectively.

(m) Share-based Compensation

American accounts for its share-based compensation expense based on the fair value of the stock award at the time of grant, which is recognized ratably over the vesting period of the stock award. Certain awards have performance conditions that must be achieved prior to vesting and are expensed based on the expected achievement at each reporting period. The fair value of stock options and stock appreciation rights (SARs) is estimated using a Black-Scholes option pricing model. The fair value of restricted stock units (RSUs) is based on the market price of the underlying shares of common stock on the date of grant. See Note 12 for further discussion of share-based compensation.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

(n) Deferred Gains and Credits, Net

Included within deferred gains and credits, net are amounts deferred and amortized into future periods associated with the adjustment of leases to fair value in connection with the application of acquisition accounting, deferred gains on the sale-leaseback of aircraft and certain vendor incentives. American periodically receives vendor incentives in connection with acquisition of aircraft and engines. These credits are deferred until aircraft and engines are delivered and then applied as a reduction to the cost of the related equipment.

(o) Foreign Currency Gains and Losses

Foreign currency gains and losses are recorded as part of other nonoperating expense, net in American’s consolidated statements of operations. Foreign currency gainslosses for 20162017 were $1$4 million. Foreign currency lossesgains were $1 million for 2016. For 2015, and 2014foreign currency losses were $751 million and $114 million, respectively. Included in 2015 wasincluded a $592 million nonoperating special charge to write off all of the value of Venezuelan bolivars held by American due to continued lack of repatriations and deterioration of economic conditions in Venezuela.

(p) Other Operating Expenses

Other operating expenses includes costs associated with ground and cargo handling, crew travel, aircraft food and catering, passenger accommodation, airport security, international navigation fees and certain general and administrative expenses.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

(q) Regional Expenses

Expenses associated with American’s third-party regional carriers operating under the brand name American Eagle operations are classified as regional expenses on the consolidated statements of operations. Regional expenses consist of the following (in millions):

   Year Ended December 31, 
   2016   2015   2014 

Aircraft fuel and related taxes

  $1,109   $1,230   $2,009 

Salaries, wages and benefits

   327    276    228 

Capacity purchases from third-party regional carriers(1)

   3,186    3,137    2,858 

Maintenance, materials and repairs

   4    4    6 

Other rent and landing fees

   487    434    386 

Aircraft rent

   28    28    27 

Selling expenses

   347    333    307 

Depreciation and amortization

   237    197    168 

Special items, net

   13    18    5 

Other

   271    295    483 
  

 

 

   

 

 

   

 

 

 

Total regional expenses

  $6,009   $5,952   $6,477 
  

 

 

   

 

 

   

 

 

 

 Year Ended December 31,
 2017 2016 2015
Aircraft fuel and related taxes$1,382
 $1,109
 $1,230
Salaries, wages and benefits356
 327
 276
Capacity purchases from third-party regional carriers (1)
3,283
 3,186
 3,137
Maintenance, materials and repairs7
 4
 4
Other rent and landing fees602
 487
 434
Aircraft rent27
 28
 28
Selling expenses361
 347
 333
Depreciation and amortization262
 237
 197
Special items, net3
 13
 18
Other289
 271
 295
Total regional expenses$6,572
 $6,009
 $5,952
(1) 

For the years ended December 31, 2017, 2016 2015 and 2014,2015, the component of capacity purchase expenses related torepresenting the lease of aircraft deemed to be leasedfor accounting purposes was approximately $437 million, $405 million and $492 million, and $447 million, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

(r) Recent Accounting Pronouncements

Revenue

In May 2014,

Standards Effective for 2018 Reporting Periods
Effective January 1, 2018, American is adopting the Financial Accounting Standards Board (FASB) issued accounting pronouncements described below. The adoption and related required disclosures will be reported in American’s first quarter 2018 Quarterly Report on Form 10-Q.
ASU2014-09, “Revenue 2014-09: Revenue from Contracts with Customers (Topic 606).” ASU2014-09 completes the joint effort by the FASB and International Accounting Standards Board (IASB) to improve financial reporting by creating common revenue recognition guidance for GAAP and International Financial Reporting Standards (IFRS). Subsequently, the FASB has issued several additional ASUs to clarify the implementation. (the New Revenue Standard)
The new revenue standardNew Revenue Standard applies to all companies that enter into contracts with customers to transfer goods or services andservices. American is effective for public entities for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted; however, American currently expects to adoptadopting the new revenue standard effective January 1, 2018. Entities have the choice to apply the new revenue standard either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying the new revenue standard at the date of initial application and not adjusting comparative information. American currently expects to adopt the new revenue standardNew Revenue Standard using the full retrospective method.

American is stillmethod, which results in the processrecast of evaluating how theeach prior reporting period presented.

The adoption of the new revenue standardNew Revenue Standard will impact its consolidated financial statements. American currently expects that the new revenue standard will materially impact its liabilityAmerican’s accounting for outstanding mileage credits earned through travel by AAdvantage loyalty program members when flying on American.members. There is no change in accounting for sales of mileage credits to co-branded card or other partners as those are currently reported in accordance with the New Revenue Standard. Through December 31, 2017, American currently usesused the incremental cost method to account for thisthe portion of its loyalty program liability which values theserelated to mileage credits earned through travel, which were valued based on the estimated incremental cost of carrying one additional passenger (see (i) Loyalty Program above). The new revenue standard will requireNew Revenue Standard requires American to change its policy to the deferred revenue method and apply a relative selling price approach whereby a portion of each passenger ticket sale attributable to mileage credits earned will beis deferred and recognized in passenger revenue upon future mileage redemption. The carrying value of the earned mileage credits recognized in loyalty program liability is expected to be materially greater under the relative selling price approachdeferred revenue method than the value attributed to these mileage credits under the incremental cost method.
The new revenue standardNew Revenue Standard will also require American to reclassifycertain reclassifications, principally the reclassification of certain ancillary feesrevenues previously classified and reported as other revenue to passenger revenue and as applicable to cargo revenue. Additionally, the New Revenue Standard requires a gross presentation on the face of American’s statement of operations for certain revenues and expenses that had previously been presented on a net basis.
See recast 2017 statement of operations and balance sheet data presented below for the expected effects of adoption.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

ASU 2017-07: Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (the New Retirement Standard)
The New Retirement Standard requires all components of American’s net periodic benefit cost (income), with the exception of service cost, previously reported within operating expenses as salaries, wages and benefits, to be reclassified and reported within nonoperating income (expense). The New Retirement Standard is required to be applied retrospectively, which results in the recast of each prior reporting period presented. The adoption of the New Retirement Standard has no impact on pre-tax income or net income reported. See recast 2017 statement of operations data presented below for the expected effects of adoption.
ASU 2016-01: Financial Instruments - Overall (Subtopic 825-10)
This ASU makes several modifications to Subtopic 825-10, including the elimination of the available-for-sale classification of equity investments, and it requires equity investments with readily determinable fair values to be measured at fair value with changes in fair value recognized in net income. This standard is applied prospectively as of the beginning of the year of adoption. The adoption of this standard is not expected to have a material impact on American’s consolidated financial statements.

ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash
This ASU requires that the change in total cash, cash at beginning of period and cash at end of period on the statement of cash flows include restricted cash and restricted cash equivalents and also requires companies who report cash and restricted cash separately on the balance sheet to reconcile those amounts to the statement of cash flows. This standard is required to be applied retrospectively, which results in the recast of each prior reporting period statement of cash flows presented. The adoption of this standard is not expected to have a material impact on American’s consolidated financial statements.
Impacts to 2017 Results
The expected effects of adoption of the New Revenue Standard and New Retirement Standard to American’s statement of operations for the twelve months ended December 31, 2017 are currently included within other operating revenue.

Leases

In February 2016,as follows:

   New Revenue Standard New Retirement Standard  
 As Reported Deferred Revenue Method Reclassifications Reclassifications As Recast
Operating revenues:         
    Passenger$36,133
 $311
 $2,687
 $
 $39,131
    Cargo800
 
 90
 
 890
    Other5,262
 
 (2,673) 
 2,589
    Total operating revenues42,195
 311
 104
 
 42,610
    Total operating expenses38,163
 
 104
 138
 38,405
Operating income4,032
 311
 
 (138) 4,205
    Total nonoperating expense, net(788) 
 
 138
 (650)
Income before income taxes3,244
 311
 
 
 3,555
Income tax provision (1)
1,322
 948
 
 
 2,270
Net income$1,922
 $(637) $
 $
 $1,285
(1)
The adjustment to the 2017 income tax provision includes an $830 million special charge to reduce American’s deferred tax asset associated with loyalty program liabilities as a result of H.R. 1, the 2017 Tax Cuts and Jobs Act (the 2017 Tax Act), enacted in December 2017 that reduced the federal corporate income tax rate from 35% to 21%.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

The expected effects of adoption of the FASB issued New Revenue Standard to American’s December 31, 2017 balance sheet are as follows:
 As Reported New Revenue Standard As Recast
Deferred tax asset$682
 $1,389
 $2,071
Air traffic liability3,978
 64
 4,042
Current loyalty program liability2,791
 384
 3,175
Noncurrent loyalty program liability
 5,647
 5,647
Total stockholder’s equity (deficit)14,594
 (4,706) 9,888
Standards Effective for 2019 Reporting Periods
ASU2016-02, “Leases 2016-02: Leases (Topic 842).” ASU2016-02 (the New Lease Standard)
The New Lease Standard requires lessees to recognize a lease liability and aright-of-use asset on the balance sheet and aligns many of the underlying principles of the new lessor model with those in Accounting Standards Codification Topic 606,the New Revenue from Contracts with Customers. ASU2016-02Standard. The New Lease Standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. American expects it will adopt the New Lease Standard effective January 1, 2019. Entities are required to adopt the new lease standardNew Lease Standard using a modified retrospective approach, which results in the recast of each prior reporting period presented, for all leases existing at or commencing after the date of initial application with an option to use certain practical expedients. American is currently evaluating how the adoption of the new lease standardNew Lease Standard will impact its consolidated financial statements. Interpretations areon-going and could have a material impact on American’sits implementation. Currently, American expects that the adoption of the new lease standardNew Lease Standard will have a material impact on its consolidated balance sheet due to the recognition ofright-of-use assets and lease liabilities principally for certain leases currently accounted for as operating leases.

Share-based Compensation

In March 2016, the FASB issued ASU2016-09, “Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU2016-09 simplifies the



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

accounting for share-based payment award transactions including the financial statement presentation of excess tax benefits and deficiencies, classification of awards as either equity or liabilities, accounting for forfeitures and classification on the statement of cash flows. ASU2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. American early adopted this standard during the second quarter of 2016. The adoption of this standard resulted in the recognition of $418 million of previously unrecognized excess tax benefits in deferred tax assets and an increase to retained earnings on the consolidated balance sheet as of the beginning of the current year, and the recognition of $15 million of excess tax benefits in the income tax provision for the year ended December 31, 2016.

Fair Value Measurement

In May 2015, the FASB issued ASU2015-07, “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent).” ASU2015-07 requires that investments using the practical expedient to measure fair value at net asset value per share (or its equivalent) be excluded from the fair value hierarchy. Although the investments are not characterized within the fair value hierarchy, the amount of investments measured using the practical expedient must still be disclosed to allow for reconciliation of the total investments in the fair value hierarchy to total investments in the notes to the consolidated financial statements. ASU2015-07 is effective for fiscal years beginning after December 15, 2015. American adopted this standard retrospectively during the year ended December 31, 2016. The adoption impacted the fair value hierarchy disclosures of American’s benefit plan assets, see Note 7 for further discussion.

Statement of Cash Flows

In November 2016, the FASB issued ASU2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” ASU2016-18 requires that the change in total cash, cash at beginning of period and cash at end of period on the statement of cash flows include restricted cash and restricted cash equivalents. ASU2016-18 also requires companies who report cash and restricted cash separately on the balance sheet to reconcile those amounts to the statement of cash flows. This standard is to be applied retrospectively to each period presented and is effective for public entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. This standard is not expected to have a material impact on American’s consolidated financial statements.


2.  Special Items, Net

Special items, net on the consolidated statements of operations consisted of the following (in millions):

   Year Ended December 31, 
     2016       2015       2014   

Mainline operating special items, net(1)

  $709   $1,051   $783 

 Year Ended December 31,
 2017 2016 2015
Merger integration expenses (1)
$273
 $514
 $826
Fleet restructuring expenses (2)
232
 177
 210
Employee 2017 Tax Act bonus expense (3)
123
 
 
Labor contract expenses (4)
46
 
 
Mark-to-market adjustments for bankruptcy obligations27
 25
 (53)
Other operating charges (credits), net11
 (7) 68
Mainline operating special items, net712
 709
 1,051
Regional operating special items, net3
 13
 18
Operating special items, net715
 722
 1,069
      
Debt refinancing and extinguishment charges22
 49
 24
Venezuela foreign currency losses
 
 592
Nonoperating special items, net22
 49
 616
      
Impact of the 2017 Tax Act on deferred tax assets and liabilities93
 
 
Release of deferred tax valuation allowance
 
 (3,493)
Other tax charges
 
 25
Income tax special items, net93
 
 (3,468)
(1) 

The 2016 mainline operating special items totaled a net charge of $709 million, which principally included $514 million of Merger integration expenses $177 millionincluded costs related to information technology, professional fees, re-branding of fleetaircraft and airport facilities and training, and in 2016, also included costs related to alignment of labor union contracts, the launch of re-branded uniforms, relocation and severance, and in 2015, also included share-based compensation related to awards granted in connection with the Merger that fully vested in December 2015.

(2)
Fleet restructuring expenses, driven in part by the Merger, principally included the acceleration of depreciation, impairments, remaining lease payments and a $25 million net charge consisting ofmark-to-market adjustmentslease return costs for bankruptcy obligations.

aircraft and related equipment grounded or expected to be grounded earlier than planned.

The 2015 mainline operating special items totaled a net charge of $1.1 billion, which principally included $826 million of Merger integration expenses, $210 million of fleet restructuring expenses and a $53 million net credit consisting ofmark-to-market adjustments for bankruptcy obligations.

(3)
Employee bonus expense included costs related to the $1,000 cash bonus and associated payroll taxes granted to mainline employees as of December 31, 2017 in recognition of the 2017 Tax Act.
(4)
Labor contract expenses primarily included one-time charges to adjust the vacation accruals for pilots and flight attendants as a result of the mid-contract pay rate adjustments effective in the second quarter of 2017.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

The 2014 mainline operating special items totaled a net charge of $783 million, which primarily included $732 million of Merger integration expenses, $88 million of fleet restructuring expenses, an $81 million charge to revise prior estimates of certain aircraft residual values and a $60 million net charge for bankruptcy-related items principally consisting ofmark-to-market adjustments for bankruptcy obligations and professional fees. These charges were offset in part by a net $265 million gain related to the divestiture of slots.

Merger integration expenses included costs related to information technology,re-branding of aircraft, airport facilities and uniforms, alignment of labor union contracts, professional fees, relocation, training, and severance, and in 2015 and 2014, also included share-based compensation related to awards granted in connection with the Merger that fully vested in December 2015. Fleet restructuring expenses included the acceleration of aircraft depreciation, impairments, remaining lease payments and lease return costs for aircraft currently grounded or expected to be grounded earlier than planned.

The following additional amounts are also included in the consolidated statements of operations as follows (in millions):

   Year Ended December 31, 
     2016       2015      2014   

Regional operating special items, net(1)

  $13   $18  $5 

Nonoperating special items, net(2)

   49    616   128 

Income tax special items, net(3)

       (3,468  344 

(1)

The 2016, 2015 and 2014 regional operating special items, net principally related to Merger integration expenses.

(2)

The 2016 nonoperating special items totaled a net charge of $49 million, which consisted of debt issuance and extinguishment costs associated with bond and term loan refinancings.

The 2015 nonoperating special items totaled a net charge of $616 million, which principally included a $592 million charge to write off all of the value of Venezuelan bolivars held by American due to continued lack of repatriations and deterioration of economic conditions in Venezuela.

The 2014 nonoperating special items totaled a net charge of $128 million, which principally included a $43 million charge for Venezuelan foreign currency losses and $56 million of early debt extinguishment costs primarily related to the prepayment of 7.50% senior secured notes and other indebtedness.

(3)

In 2015, income tax special items totaled a net credit of $3.5 billion. In connection with the preparation of American’s financial statements for the fourth quarter of 2015, management determined that it was more likely than not that substantially all of its deferred tax assets, which include its net operating losses (NOLs), would be realized. Accordingly, American reversed $3.5 billion of the valuation allowance as of December 31, 2015, which resulted in a specialnon-cash tax benefit recorded in the consolidated statement of operations. See Note 4 for further information.

In 2014, income tax special items, net were $344 million. During 2014, American sold its portfolio of fuel hedging contracts that were scheduled to settle on or after June 30, 2014. In connection with this sale, American recorded a specialnon-cash tax provision of $328 million in the second quarter of 2014 that reversed thenon-cash tax provision which was recorded in other comprehensive income (OCI), a subset of stockholder’s equity, principally in 2009. This provision represents the tax effect associated with gains recorded in OCI principally in 2009 due to a net increase in the fair value of American’s fuel hedging contracts. In accordance with GAAP, American retained the $328 million tax provision in OCI until the last contract was settled or terminated.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.


3.  Debt

Long-term debt and capital lease obligations included in the consolidated balance sheets consisted of (in millions):

   December 31, 
   2016   2015 

Secured

    

2013 Credit Facilities, variable interest rate of 3.26%, installments through
2020
(a)

  $1,843    $1,867  

2014 Credit Facilities, variable interest rate of 3.25%, installments through
2021
(a)

   735     743  

April 2016 Credit Facilities, variable interest rate of 3.26%, installments through 2023(a)

   1,000       

December 2016 Credit Facilities, variable interest rate of 3.25%, installments through 2023(a)

   1,250       

2013 Citicorp Credit Facility TrancheB-1(b)

        980  

2013 Citicorp Credit Facility TrancheB-2(b)

        588  

Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 3.00% to 9.75%, maturing from 2017 to 2028(c)

   10,912     8,693  

Equipment loans and other notes payable, fixed and variable interest rates ranging from 1.81% to 8.48%, maturing from 2017 to 2028(d)

   5,343     4,183  

Special facility revenue bonds, fixed interest rates ranging from 5.00% to 5.50%, maturing from 2017 to 2035(e)

   862     1,051  

Other secured obligations, fixed interest rates ranging from 3.60% to 12.24%, maturing from 2017 to 2028

   848     922  
  

 

 

   

 

 

 
   22,793     19,027  
  

 

 

   

 

 

 

Unsecured

    

Affiliate unsecured obligations

        27  
  

 

 

   

 

 

 
        27  
  

 

 

   

 

 

 

Total long-term debt and capital lease obligations

   22,793     19,054  

Less: Total unamortized debt discount, debt premium and debt issuance costs

   216     228  

Less: Current maturities

   1,859     2,234  
  

 

 

   

 

 

 

Long-term debt and capital lease obligations, net of current maturities

  $20,718    $16,592  
  

 

 

   

 

 

 

 December 31,
 2017 2016
Secured   
2013 Credit Facilities, variable interest rate of 3.55%, installments through 2020 (a)
$1,825
 $1,843
2014 Credit Facilities, variable interest rate of 3.43%, installments through 2021 (a)
728
 735
April 2016 Credit Facilities, variable interest rate of 3.57%, installments through 2023 (a)
990
 1,000
December 2016 Credit Facilities, variable interest rate of 3.48%, installments through 2023 (a)
1,238
 1,250
Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 3.00% to 9.75%, averaging 4.30%, maturing from 2018 to 2029 (b)
11,881
 10,912
Equipment loans and other notes payable, fixed and variable interest rates ranging from 2.34% to 8.48%, averaging 3.29%, maturing from 2018 to 2029 (c)
5,259
 5,343
Special facility revenue bonds, fixed interest rates ranging from 5.00% to 5.50%, maturing from 2018 to 2035828
 862
Other secured obligations, fixed interest rates ranging from 3.81% to 12.24%, maturing from 2018 to 2028772
 848
Total long-term debt and capital lease obligations23,521
 22,793
Less: Total unamortized debt discount, premium and issuance costs227
 216
Less: Current maturities2,058
 1,859
Long-term debt and capital lease obligations, net of current maturities$21,236
 $20,718
The table below shows the maximum availability under revolving credit facilities, all of which were undrawn, as of December 31, 20162017 (in millions):

2013 Revolving Facility

  $1,400  

2014 Revolving Facility

   1,025  
  

 

 

 

Total

  $2,425  
  

 

 

 

The April 2016 and December 2016 Credit Facilities each provide for a revolving credit facility that may be established in the future.

2013 Revolving Facility$1,200
2014 Revolving Facility1,000
April 2016 Revolving Facility300
Total$2,500
Secured financings are collateralized by assets, primarily aircraft, engines, simulators, aircraft spare parts, airport gate leasehold rights, route authorities and airport slots. At December 31, 2016,2017, American was

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

operating 3433 aircraft under capital leases. Leases can generally be renewed at rates based on fair market value at the end of the lease term for a number of additional years.

At December 31, 2016,2017, the maturities of long-term debt and capital lease obligations are as follows (in millions):

2017

  $1,899  

2018

   1,954  

2019

   2,008  

2020

   3,416  

2021

   2,679  

2022 and thereafter

   10,837  
  

 

 

 

Total

  $22,793  
  

 

 

 

2018$2,098
20192,118
20203,563
20212,854
20221,286
2023 and thereafter11,602
Total$23,521


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

(a) 2013, 2014, April 2016 and December 2016 Credit Facilities

2013 Credit Facilities
In March 2017, American and AAG entered into the Second 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 (which amended and restated the Credit and Guaranty Agreement dated as of June 27, 2013), as previously amended by the First Amendment to Amended and Restated Credit and Guaranty Agreement dated as of October 26, 2015, pursuant to which AAG refinanced the $1.8 billion term loan facility due June 2020 established thereunder (the 2013 Term Loan Facility and, together with the $1.4 billion revolving credit facility established under such agreement (the 2013 Revolving Facility), the 2013 Credit Facilities) to reduce the LIBOR margin from 2.50% to 2.00% and the base rate margin from 1.50% to 1.00%.
In August 2017, American and AAG entered into the Third Amendment to the Amended and Restated Credit and Guaranty Agreement pursuant to which the maturity date of the 2013 Revolving Facility was extended to October 2022, the LIBOR margin thereon was reduced from 3.00% to 2.25%, and the maximum principal amount of such facility was reduced to $1.2 billion.
2014 Credit Facilities
In June 2017, American and AAG entered into the Third 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 (which amended and restated the Credit and Guaranty Agreement dated as of October 10, 2014), as previously amended by the First Amendment to Amended and Restated Credit and Guaranty Agreement dated as of October 26, 2015 and the Second Amendment to Amended and Restated Credit and Guaranty Agreement dated as of September 22, 2016, pursuant to which AAG refinanced the $735 million term loan facility due October 2021 established thereunder (the 2014 Term Loan Facility and, together with the $1.025 billion revolving credit facility established under such agreement (the 2014 Revolving Facility), the 2014 Credit Facilities) to reduce the LIBOR margin from 2.50% to 2.00% and the base rate margin from 1.50% to 1.00%.
In August 2017, American and AAG entered into the Fourth Amendment to the Amended and Restated Credit and Guaranty Agreement pursuant to which the maturity date of the 2014 Revolving Facility was extended to October 2022, the LIBOR margin thereon was reduced from 3.00% to 2.25%, and the maximum principal amount of such facility was reduced to $1.0 billion.
April 2016 Credit Facilities
In August 2017, American and AAG entered into the Second Amendment to the Credit and Guaranty Agreement, amending the Credit and Guaranty Agreement dated as of April 29, 2016 (the April 2016 Credit Facilities), as previously amended by the First Amendment to the Credit and Guaranty Agreement, dated as of October 31, 2016, pursuant to which a new $300 million revolving credit facility (the April 2016 Revolving Facility) was established with a maturity date of October 2022 and a LIBOR margin of 2.25%.
In November 2017, American and AAG entered into the Third Amendment to the Credit and Guaranty Agreement, amending the April 2016 Credit Facilities, pursuant to which AAG refinanced the $990 million term loan facility due April 2023 established thereunder (the April 2016 Term Loan Facility), to reduce the LIBOR margin from 2.50% to 2.00% and the base rate margin from 1.50% to 1.00%.
December 2016 Credit Facilities
In November 2017, American and AAG entered into the First Amendment to the Amended and Restated Credit and Guaranty Agreement, amending the Amended and Restated Credit and Guaranty Agreement, dated as of December 15, 2016, pursuant to which AAG refinanced the $1.25 billion term loan facility due December 2023 established thereunder (the December 2016 Term Loan Facility), to reduce the LIBOR margin from 2.50% to 2.00% and the base rate margin from 1.50% to 1.00%.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

Certain details of American’s 2013, 2014, April 2016 and December 2016 Credit Facilities (collectively referred to as the Credit Facilities) are shown in the table below as of December 31, 2016:

  

2013 Credit Facilities

 

2014 Credit Facilities

 

April and December

2016 Credit Facilities

  

2013 Term

Loan

 

2013 Revolving
Facility

 

2014 Term

Loan

 

2014 Revolving
Facility

 

April 2016

Term Loan

 

December 2016

Term Loan

Aggregate principal issued or credit facility availability $1.9 billion $1.4 billion $750 million $1.025 billion $1.0 billion $1.25 billion
Principal outstanding or drawn $1.84 billion $— $735 million $— $1.0 billion $1.25 billion
Maturity date June 2020 October 2020 October 2021 October 2020 April 2023 December 2023
London Interbank Offered Rate (LIBOR) margin 2.50% (1)(2) 3.00% 2.50%(1) 3.00% 2.50%(1) 2.50%(1)

(1)

LIBOR margin is subject to a floor of 0.75%.

(2)

As AAG’s corporate credit rating was Ba3 or higher from Moody’s andBB- or higher from Standard and Poor’s (S&P) as of December 31, 2016, the applicable LIBOR margin is 2.50% for the 2013 Term Loan; otherwise, the LIBOR margin would be 2.75%.

2017:

 2013 Credit Facilities 2014 Credit Facilities April 2016 Credit Facilities December 2016 Credit Facilities
 2013 Term
Loan
 2013 Revolving
Facility
 2014 Term
Loan
 2014 Revolving
Facility
 April 2016
Term Loan
 April 2016
Revolving Facility
 December 
2016
Term Loan
Aggregate principal issued or credit facility availability
(in millions)
$1,900 $1,200 $750 $1,000 $1,000 $300 $1,250
Principal outstanding or drawn (in millions)$1,825 $— $728 $— $990 $— $1,238
Maturity dateJune 2020 October 2022 October 2021 October 2022 April 2023 October 2022 December 2023
LIBOR margin2.00% 2.25% 2.00% 2.25% 2.00% 2.25% 2.00%
The Term Loans are repayable in annual installments in an amount equal to 1.00% of the aggregate principal amount issued, with any unpaid balance due on the respective maturity dates. Voluntary prepayments may be made by American at any time.

The proceeds from the2013, 2014 and April 2016 Term Loan and the December 2016 Term Loan were used to repay $588 million and $970 million, respectively, in remaining principal plus accrued and unpaid interest of the 2013 Citicorp Credit Facility trancheB-2 term loan (TrancheB-2) and trancheB-1 term loan (TrancheB-1), respectively, with the remainder of the proceeds to be used for general corporate purposes.

The 2013 and 2014 Revolving Facilities provide that American may from time to time borrow, repay and reborrow loans thereunderthereunder. The 2013 and 2014 Revolving Facilities have the ability to issue letters of credit thereunder in an aggregate

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

amount outstanding at any time up to $150 million and $300 million.million, respectively. The 2013, 2014 and 2014April 2016 Revolving Facilities are each subject to an undrawn annual fee of 0.75%. As of December 31, 2016,2017, there were no borrowings or letters of credit outstanding under the 2013, 2014 or 2014April 2016 Revolving Facilities. The April 2016 and December 2016 Credit Facilities each provide for a revolving credit facility that may be established in the future.

Subject to certain limitations and exceptions, the Credit Facilities are secured by certain collateral, including certain spare parts, certain slots, certain route authorities, certain simulators and airport gatecertain leasehold rights. American has the ability to make future modifications to the collateral pledged, subject to certain restrictions. American’s obligations under the Credit Facilities are guaranteed by AAG. American is required to maintain a certain minimum ratio of appraised value of the collateral to the outstanding loans as further described below in“Collateral-Related Covenants.”

The Credit Facilities contain events of default customary for similar financings, including cross default to other material indebtedness. Upon the occurrence of an event of default, the outstanding obligations may be accelerated and become due and payable immediately. In addition, if a “change of control” occurs, American will (absent an amendment or waiver) be required to repay at par the loans outstanding under the Credit Facilities and terminate the 2013, 2014 and 2014April 2016 Revolving Facilities and any revolving credit facilities established under the April 2016 or December 2016 Credit Facilities. The Credit Facilities also include covenants that, among other things, require AAG to maintain a minimum aggregate liquidity (as defined in the Credit Facilities) of not less than $2.0 billion, and limit the ability of AAG and its restricted subsidiaries to pay dividends and make certain other payments, make certain investments, incur additional indebtedness, incur liens on the collateral, dispose of the collateral, enter into certain affiliate transactions and engage in certain business activities, in each case subject to certain exceptions.

(b) 2013 Citicorp Credit FacilityEETCs
2016-3 EETCs

On May 23, 2013, American entered into a term loan credit facility (as amended,

During the 2013 Citicorp Credit Facility) with Citicorp North America, Inc.first quarter of 2017, all remaining net proceeds of the Series 2016-3 Class AA and Class A EETCs (the 2016-3 EETCs), as administrative agent, and certain lenders. The 2013 Citicorp Credit Facility consistedin the amount of TrancheB-1 and TrancheB-2 that$109 million, were repaid and terminated in 2016used to purchase equipment notes issued by American in connection with American’s entry into the April 2016 and December 2016 Credit Facilities discussed above.

(c)financing of two of the 25 aircraft financed under the 2016-3 EETCs Issued in 2016

2016-1 EETCs

(such 25 aircraft, the 2016-3 Aircraft).

In January 2016,October 2017, American created threeone additional pass-through truststrust which issued approximately $1.1 billion$193 million aggregate principal amount of Series2016-1 Class AA, Class A and 2016-3 Class B EETCs (the2016-1 2016-3 Class B EETCs) in connection with the financing of 22 aircraft owned by American (the2016-1 EETC Aircraft). All of the 2016-3 Aircraft. The proceeds received from the sale of the2016-1 2016-3 Class B EETCs have beenwere used to purchase equipment notes issued by American. Interest and principal payments on the equipment notes are payable semi-annually in January and July of each year, which began in July 2016. These equipment notes are secured by liens on the2016-1 EETC Aircraft.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

The details


date of issuance of the2016-1 EETC 2016-3 Class B EETCs to acquire Series B equipment notes issued by American in three series are reflected in the table below as of December 31, 2016:

   2016-1 EETCs
   Series AA Series A Series B

Aggregate principal issued

  $584 million $262 million $228 million

Fixed interest rate per annum

  3.575% 4.10% 5.25%

Maturity date

  January 2028 January 2028 January 2024

2016-2 EETCs

In May and July 2016, American created three pass-through trusts which issued approximately $1.1 billion aggregate principal amount of Series2016-2 Class AA, Class A and Class B EETCs (the2016-2 EETCs) in connection with the financing of 22 aircraft owned by American (the2016-2 EETC Aircraft). All of the proceeds received from the sale of the2016-2 EETCs have been used to purchase equipment notes issued by American. 2016-3 Aircraft.

Interest and principal payments on the equipment notes issued in connection with the 2016-3 EETCs are payable semi-annually in JuneApril and DecemberOctober of each year, with interest payments that began in December 2016April 2017 and principal payments that began in October 2017 for the Class AA and Class A EETCs and interest and principal payments beginning in June 2017.April 2018 for the Class B EETCs. These equipment notes are secured by liens on the2016-2 2016-3 Aircraft.
Certain information regarding the 2016-3 EETC Aircraft.

The detailsequipment notes, as of December 31, 2017, is set forth in the table below.

 2016-3 EETCs
 Series AA Series A Series B
Aggregate principal issued$558 million $256 million $193 million
Fixed interest rate per annum3.00% 3.25% 3.75%
Maturity dateOctober 2028 October 2028 October 2025
2016-22017-1 EETCs EETC
In January 2017, American created three pass-through trusts which issued approximately $983 million aggregate principal amount of Series 2017-1 Class AA, Class A and Class B EETCs (the 2017-1 EETCs) in connection with the financing of 24 aircraft delivered to American through May 2017 (the 2017-1 Aircraft).
During the first six months of 2017, all of the net proceeds received from the sale of the 2017-1 EETCs were used to purchase equipment notes issued by American in three seriesconnection with the financing of the 2017-1 Aircraft. Interest and principal payments on equipment notes issued in connection with the 2017-1 EETCs are reflectedpayable semi-annually in February and August of each year, with interest payments that began in August 2017 and principal payments beginning in February 2018. These equipment notes are secured by liens on the table below2017-1 Aircraft.
Certain information regarding the 2017-1 EETC equipment notes, as of December 31, 2016:2017, is set forth in the table below.
 2017-1 EETCs
 Series AA Series A Series B
Aggregate principal issued$537 million $248 million $198 million
Fixed interest rate per annum3.65% 4.00% 4.95%
Maturity dateFebruary 2029 February 2029 February 2025
2017-2 EETCs

   

2016-2 EETCs

   

Series AA

  

Series A

  

Series B

Aggregate principal issued

  $567 million  $261 million  $227 million

Fixed interest rate per annum

  3.20%  3.65%  4.375%

Maturity date

  June 2028  June 2028  June 2024

2016-3 EETCs

In October 2016,August 2017, American created two pass-through trusts which issued approximately $814$797 million aggregate principal amount of Series2016-3 2017-2 Class AA and Class A EETCs (the2016-3 2017-2 EETCs) in connection with the financing of 2530 aircraft owned bypreviously delivered to American or originally scheduled to be delivered to American through January 2017April 2018 (the2016-3 EETC 2017-2 Aircraft). A portion of the net proceeds received from the sale of the2016-3 2017-2 EETCs has been used to acquire Series AA and A equipment notes issued by American to the pass-through trusts and the balance of such proceeds is being held in escrow for the benefit of the holders of the2016-3 2017-2 EETCs until such time as American issues additional Series AA and A equipment notes to the pass-through trusts, which trusts will purchase thesuch additional equipment notes with the escrowed funds. These escrowed funds are not guaranteed by American and are not reported as debt on itsAmerican’s consolidated balance sheet because the proceeds held by the depository are not American’s assets.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

In October 2017, American created one additional pass-through trust which issued approximately $221 million aggregate principal amount of Series 2017-2 Class B EETCs (the 2017-2 Class B EETCs) in connection with the financing of the 2017-2 Aircraft. A portion of the net proceeds received from the sale of the Series 2017-2 Class B EETCs was used on the date of issuance of the 2017-2 Class B EETCs to acquire Series B equipment notes issued by American in connection with the financing of certain 2017-2 Aircraft, and the balance of such proceeds is being held in escrow for the benefit of the holders of the 2017-2 Class B EETCs until such time as American issues additional Series B equipment notes to the pass-through trust, which will purchase such additional equipment notes with a portion of the escrowed funds. These escrowed funds are not guaranteed by American and are not reported as debt on American’s consolidated balance sheet because the proceeds held by the depository are not American’s assets.
As of December 31, 2016,2017, approximately $705$735 million of the escrowed proceeds from the2016-3 2017-2 EETCs have been used to purchase equipment notes issued by American. Interest and principal payments on the equipment notes issued in connection with the 2017-2 EETCs are payable semi-annually in April and October of each year, with interest payments beginning in April 20172018 and principal payments beginning in October 2017.2018. These equipment notes are secured by liens on the2016-3 aircraft financed with the proceeds of the 2017-2 EETCs.
Certain information regarding the 2017-2 EETC Aircraft. Theequipment notes and the remaining escrowed proceeds of $109 million will be used to purchase equipment notes as new aircraft are financed following their delivery.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

The details of the2016-3 EETC equipment notes issued by American in two series are reflected in the table below2017-2 EETCs, as of December 31, 2016:

   

2016-3 EETCs

   

Series AA

  

Series A

Aggregate principal issued

  $558 million  $256 million

Remaining escrowed proceeds

  $75 million  $34 million

Fixed interest rate per annum

  3.00%  3.25%

Maturity date

  October 2028  October 2028

(d)2017, is set forth in the table below.

 2017-2 EETCs
 Series AA Series A Series B
Aggregate principal issued$545 million $252 million $221 million
Remaining escrowed proceeds$152 million $70 million $61 million
Fixed interest rate per annum3.35% 3.60% 3.70%
Maturity dateOctober 2029 October 2029 October 2025
(c) Equipment Loans and Other Notes Payable Issued in 2016

2017

In 2016,2017, American entered into loan agreements to borrow $1.8under which it borrowed $1.0 billion in connection with the financing of certain aircraft. Debt incurred under these loan agreements matures in 20212027 through 20282029 and bears interest at fixed and variable rates of LIBOR plus an applicable margin averaging 2.96%3.08% at December 31, 2016.

(e) Special Facility Revenue Bonds

2016 Financing Activity

In June 2016, the New York Transportation Development Corporation (NYTDC) issued approximately $844 million of special facility revenue refunding bonds (the 2016 JFK Bonds) on behalf of American. The net proceeds from the 2016 JFK Bonds generally were used to provide a portion of the funds to refinance $1.0 billion of special facility revenue bonds (Prior JFK Bonds), the net proceeds of which partially financed the construction of a terminal (the Terminal) used by American at John F. Kennedy International Airport (JFK).

American is required to pay debt service on the 2016 JFK Bonds through payments under a loan agreement with NYTDC, and American and AAG guarantee the 2016 JFK Bonds. American’s and AAG’s obligations under these guarantees are secured by a mortgage on American’s lease of the Terminal and related property from the Port Authority of New York and New Jersey.

The 2016 JFK Bonds, in aggregate, were priced at approximately 107% of par value. The gross proceeds from the issuance of the 2016 JFK Bonds were approximately $907 million. Of this amount, approximately $895 million was used to partially fund the redemption of the Prior JFK Bonds. The 2016 JFK Bonds bear interest at 5.0% per annum and are comprised of $212 million of serial bonds, portions of which mature annually from August 1, 2017 to August 1, 2021, and $632 million of term bonds, $278 million of which matures on August 1, 2026 and $354 million of which matures on August 1, 2031. In connection with the refinancing of the Prior JFK Bonds, American recorded a special nonoperating charge of $36 million consisting ofnon-cash write offs of unamortized bond discounts and issuance costs as well as payments of redemption premiums and fees.

2017.

Guarantees

As of December 31, 2016,2017, American had issued guarantees covering AAG’s $500 million aggregate principal amount of 6.125% senior notes due 2018, $750 million aggregate principal amount of 5.50% senior notes due 2019 $500 million aggregate principal amount of 6.125% senior notes due 2018 and $500 million aggregate principal amount of 4.625% senior notes due 2020.

Collateral-Related Covenants

Certain of American’s debt financing agreements contain loan to value (LTV) ratio covenants and require American to annually appraise the related collateral. Pursuant to such agreements, if the LTV

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

ratio exceeds a specified threshold, American is required, as applicable, to pledge additional qualifying collateral (which in some cases may include cash collateral), or pay down such financing, in whole or in part.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

Specifically, American is required to meet certain collateral coverage tests on an annual basis for four credit facilities, as described below:

   

2013 Credit Facilities

  

2014 Credit Facilities

  

April 2016 Credit
Facilities

  

December 2016
Credit Facilities

Frequency of Appraisals

of Appraised Collateral

  Annual  Annual  Annual  Annual
LTV Requirement  1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)  1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)  1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)  1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)

LTV as of Last

Measurement Date

  31.5%  23.2%  47.7%  61.8%
Collateral Description  Generally, certain slots, route authorities, and airport gate leasehold rights used by American to operate all services between the U.S. and South America  Generally, certain slots, route authorities and airport gate leasehold rights used by American to operate certain services between the U.S. and London Heathrow  Certain spare parts  Generally, certain Ronald Reagan Washington National Airport (DCA) slots, certain La Guardia Airport (LGA) slots, and certain simulators

 2013 Credit Facilities 2014 Credit Facilities 
April 2016 Credit
Facilities
 
December 2016
Credit Facilities
Frequency of Appraisals
of Appraised Collateral
Annual Annual Annual Annual
LTV Requirement1.6x Collateral valuation to amount of debt outstanding (62.5% LTV) 1.6x Collateral valuation to amount of debt outstanding (62.5% LTV) 1.6x Collateral valuation to amount of debt outstanding (62.5% LTV) 1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)
LTV as of Last
Measurement Date
33.9% 23.1% 42.7% 59.0%
Collateral DescriptionGenerally, certain slots, route authorities, and airport gate leasehold rights used by American to operate all services between the U.S. and South America Generally, certain slots, route authorities and airport gate leasehold rights used by American to operate certain services between the U.S. and London Heathrow Generally, certain spare parts Generally, certain Ronald Reagan Washington National Airport (DCA) slots, certain La Guardia Airport (LGA) slots, certain simulators and certain leasehold rights
At December 31, 2016,2017, American was in compliance with the applicable collateral coverage tests as of the most recent measurement dates.

4.  Income Taxes

The significant components of the income tax provision (benefit) were (in millions):

   Year Ended December 31, 
   2016   2015  2014 

Current income tax provision (benefit):

     

Federal

  $    $   $(30

State and Local

   10     15    6  
  

 

 

   

 

 

  

 

 

 

Current income tax provision (benefit)

   10     15    (24
  

 

 

   

 

 

  

 

 

 

Deferred income tax provision (benefit):

     

Federal

   1,559     (3,407  342  

State and Local

   93     (60  2  
  

 

 

   

 

 

  

 

 

 

Deferred income tax provision (benefit)

   1,652     (3,467  344  
  

 

 

   

 

 

  

 

 

 

Total income tax provision (benefit)

  $1,662    $(3,452 $320  
  

 

 

   

 

 

  

 

 

 

 Year Ended December 31,
 2017 2016 2015
Current income tax provision:     
Federal$
 $
 $
State and Local24
 10
 15
Current income tax provision24
 10
 15
Deferred income tax provision (benefit):     
Federal1,235
 1,559
 (3,407)
State and Local63
 93
 (60)
Deferred income tax provision (benefit)1,298
 1,652
 (3,467)
Total income tax provision (benefit)$1,322
 $1,662
 $(3,452)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.


The income tax provision (benefit) differed from amounts computed at the statutory federal income tax rate as follows (in millions):

   Year Ended December 31, 
   2016  2015  2014 

Statutory income tax provision

  $1,555   $1,635   $1,144  

State income tax provision, net of federal tax effect

   67    71    81  

Book expenses not deductible for tax purposes

   32    55    4  

Bankruptcy administration expenses

   1    3    86  

Alternative minimum tax (AMT) credit refund

           (29

Change in valuation allowance

   (1  (5,216  (1,285

Income tax provision resulting from OCI allocation

           328  

Other, net

   8        (9
  

 

 

  

 

 

  

 

 

 

Income tax provision (benefit)

  $1,662   $(3,452 $320  
  

 

 

  

 

 

  

 

 

 

 Year Ended December 31,
 2017 2016 2015
Statutory income tax provision$1,135
 $1,555
 $1,635
State income tax provision, net of federal tax effect54
 67
 71
Book expenses not deductible for tax purposes30
 32
 55
Bankruptcy administration expenses1
 1
 3
2017 Tax Act93
 
 
Change in valuation allowance4
 (1) (5,216)
Other, net5
 8
 
Income tax provision (benefit)$1,322
 $1,662
 $(3,452)
American provides a valuation allowance for its deferred tax assets, which include the NOLs,net operating losses (NOLs), when it is more likely than not that some portion, or all of its deferred tax assets, will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. 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 projectionsassessment of future profitability, including risks associated with remaining Merger integration activities as well as other conditions which are beyond its control, such as the health of the economy, the level and volatility of fuel prices and travel demand.

In connection with the preparation of American’s financial statements at the end of 2015, American determined that after considering all positive and negative evidence, including the completion of certain critical Merger integration milestones as well as its financial performance, it was more likely than not that substantially all of its deferred income tax assets, which include its NOLs, would be realized. Accordingly, during the year ended December 31, 2015, American reversed $3.5 billion of the valuation allowance, which resulted in a specialnon-cash tax benefit recorded in the consolidated statement of operations.

For the year ended December 31, 2014, American recorded a $320 million tax provision. During 2014, American sold its portfolio of fuel hedging contracts that were scheduled to settle on or after June 30, 2014. In connection with this sale, American recorded a specialnon-cash tax provision of $328 million in the second quarter of 2014 that reversed thenon-cash tax provision which was recorded in OCI, a subset of stockholder’s equity, principally in 2009. This provision represents the tax effect associated with gains recorded in OCI principally in 2009 due to a net increase in the fair value of American’s fuel hedging contracts. In accordance with GAAP, American retained the $328 million tax provision in OCI until the last contract was settled or terminated.

In addition to the changes in the valuation allowance from operations described in the table above, the valuation allowance was also impacted by the changes in the components of accumulated other comprehensive income (loss), described in Note 8. The total increase to the valuation allowance was $12 million in 2017, $8 million of which is included in the 2017 Tax Act amount in the table above. In 2016 and 2015, the decrease in the valuation allowance was $1 million and $5.2 billion, and $525 million in 2016, 2015 and 2014, respectively.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.


The components of American’s deferred tax assets and liabilities were (in millions):

   December 31, 
   2016  2015 

Deferred tax assets:

   

Operating loss carryforwards

  $4,087   $2,818  

Pensions

   2,595    2,420  

Loyalty program liability

   485    590  

Alternative minimum tax credit carryforwards

   456    458  

Postretirement benefits other than pensions

   291    340  

Rent expense

   256    134  

Gains from lease transactions

   213    261  

Reorganization items

   53    57  

Other

   911    1,123  
  

 

 

  

 

 

 

Total deferred tax assets

   9,347    8,201  

Valuation allowance

   (13  (14
  

 

 

  

 

 

 

Net deferred tax assets

   9,334    8,187  
  

 

 

  

 

 

 

Deferred tax liabilities:

   

Accelerated depreciation and amortization

   (7,101  (5,011

Other

   (335  (244
  

 

 

  

 

 

 

Total deferred tax liabilities

   (7,436  (5,255
  

 

 

  

 

 

 

Net deferred tax asset

  $1,898   $2,932  
  

 

 

  

 

 

 

 December 31,
 2017 2016
Deferred tax assets:   
Operating loss carryforwards$2,409
 $4,087
Pensions1,549
 2,595
Loyalty program liability420
 485
Alternative minimum tax (AMT) credit carryforwards457
 456
Postretirement benefits other than pensions170
 291
Rent expense160
 256
Gains from lease transactions107
 213
Reorganization items35
 53
Other638
 911
Total deferred tax assets5,945
 9,347
Valuation allowance(25) (13)
Net deferred tax assets5,920
 9,334
    
Deferred tax liabilities:   
Accelerated depreciation and amortization(4,999) (7,101)
Other(274) (335)
Total deferred tax liabilities(5,273) (7,436)
Net deferred tax asset$647
 $1,898
At December 31, 2016,2017, American had approximately $11.3$10.6 billion of gross NOL Carryforwardsfederal NOLs carried over from prior taxable years (NOL Carryforwards) to reduce future federal taxable income, substantially all of which are expectedAmerican expects to be available for use in 2017.2018. American is a member of AAG’s consolidated federal and certain state income tax returns. The amount of federal NOL Carryforwards available in those returns is $10.5$10.0 billion, substantially all of which is expected to be available for use in 2017.2018. The federal NOL Carryforwards will expire beginning in 2022 if unused. American also had approximately $3.4$3.2 billion of NOL Carryforwards to reduce future state taxable income at December 31, 2016,2017, which will expire in years 20172018 through 20342037 if unused. American’s ability to deduct its NOL Carryforwards and to utilize certain other available tax attributes can be substantially constrained under the general annual limitation rules of Section 382 where an “ownership change” has occurred. Substantially all of American’s remaining federal NOL Carryforwards (attributableattributable to US Airways Group)Group are subject to limitation under Section 382; however, American’s ability to utilize such NOL Carryforwards is not anticipated to be effectively constrained as a result of such limitation. American elected to be covered by certain special rules for federal income tax purposes that permitted approximately $9.5 billion (with $9.3$8.6 billion of unlimited NOL still remaining at December 31, 2016)2017) of its federal NOL Carryforwards to be utilized without regard to the annual limitation generally imposed by Section 382. Similar limitations may apply for state income tax purposes. American’s ability to utilize any new NOL Carryforwards arising after the ownership changes is not affected by the annual limitation rules imposed by Section 382 unless another future ownership change occurs. Under the Section 382 limitation, cumulative stock ownership changes among material stockholders exceeding 50% during a rolling three-year period can potentially limit a company’s future use of NOLs and tax credits. See Part I, Item 1A. Risk Factors –“Our ability to utilize our NOL Carryforwards may be limited” for unaudited additional discussion of this risk.

At December 31, 2016,2017, American had an AMT credit carryforward of approximately $452 million available for federal income tax purposes, which is available for an indefinite period.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

now expected to be refunded in 2019 and 2020 as a result of the repeal of corporate AMT.

In 2016,2017, American recorded an income tax provision of $1.3 billion, with an effective rate of approximately 37%41%, which was substantiallynon-cash as American utilized the NOLs described above. Substantially all of American’s income before income taxes is attributable to the United States.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

American is part of the AAG consolidated income tax return. American files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. American’s 20132014 through 20152016 tax years are still subject to examination by the Internal Revenue Service. Various state and foreign jurisdiction tax years remain open to examination and American is under examination, in administrative appeals, or engaged in tax litigation in certain jurisdictions. American believes that the effect of any assessments will not be material to its consolidated financial statements.

The amount of, and changes to, American’s uncertain tax positions were not material in any of the years presented. American accrues interest and penalties related to unrecognized tax benefits in interest expense and operating expense, respectively.

The 2017 Tax Act was enacted on December 22, 2017. The 2017 Tax Act is the most comprehensive tax change in more than 30 years. As of December 31, 2017, American has not completed its evaluation of the 2017 Tax Act; however, to the extent possible, American has made a reasonable estimate of its effects, including the impact of lower corporate income tax rates (21% vs. 35%) on its deferred tax assets and liabilities and the one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred. For the year ended December 31, 2017, American recognized a special income tax expense of $93 million to reflect these impacts of the 2017 Tax Act.
The 2017 Tax Act is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementation regulations by the Treasury and Internal Revenue Service. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. Accordingly, American has not yet been able to make a reasonable estimate of the impact of certain items and continues to account for those items based on the tax laws in effect prior to the 2017 Tax Act.
As further interpretations, clarifications and amendments to the 2017 Tax Act are made, American’s future financial statements could be materially impacted.
5.  Risk Management

American’s economic prospects are heavily dependent upon two variables it cannot control: the health of the economy and the price of fuel.

Due to the discretionary nature of business and leisure travel spending and the highly competitive nature of the airline industry, American’s revenues are heavily influenced by the condition of the U.S. economy and economies in other regions of the world. Unfavorable conditions in these broader economies have resulted, and may result in the future, in decreased passenger demand for air travel, and changes in booking practices bothand related reactions by American’s competitors, all of which in turn have had, and may have in the future, a strong negative effect on American’s revenues.business. In addition, during challenging economic times, actions by its competitors to increase their revenues can have an adverse impact on American’s revenues.

American’s 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 American’s business. Jet fuel market prices have fluctuated substantially over the past several years and prices continue to be highly volatile. Because of the amount of fuel needed to operate American’s business, even a relatively small increase or decrease in the price of fuel can have a material effect on American’s operating results and liquidity.

These additional factors could impact American’s results of operations, financial performance and liquidity:

(a) Credit Risk

Most of American’s receivables relate to tickets sold to individual passengers through the use of major credit cards or to tickets sold by other airlines and used by passengers on American. These receivables are short-term, mostly settled within seven days after sale. Bad debt losses, which have been minimal in the past, have been considered in establishing allowances for doubtful accounts. American does not believe it is subject to any significant concentration of credit risk.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

(b) Interest Rate Risk

American has exposure to market risk associated with changes in interest rates related primarily to its variable rate debt obligations. Interest rates on $9.6 billion principal amount of long-term debt as of

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

December 31, 20162017 are subject to adjustment to reflect changes in floating interest rates. The weighted average effective interest rate on American’s variable rate debt was 3.1%3.4% at December 31, 2016.2017. American does not currently have an interest rate hedge program.

(c) Foreign Currency Risk

American is exposed to the effect of foreign exchange rate fluctuations on the U.S. dollar value of foreign currency-denominated operating revenues and expenses. American’s largest exposure comes from the British pound, Euro, Canadian dollar and various Latin American currencies, primarily the Brazilian real. American does not currently have a foreign currency hedge program. 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” for unaudited additional discussion of this risk.

6.  Fair Value Measurements

and Other Investments

Assets Measured at Fair Value on a Recurring Basis

Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. Accounting standards include disclosure requirements around fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels:

Level 1 – Observable inputs such as quoted prices in active markets;

Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

When available, American uses quoted market prices to determine the fair value of its financial assets. If quoted market prices are not available, American measures fair value using valuation techniques that use, when possible, current market-based or independently-sourced market parameters, such as interest rates and currency rates.

American utilizes the market approach to measure fair value for 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 classified as Level 2 primarily utilize broker quotes in anon-active market for valuation of these securities. No changes in valuation techniques or inputs occurred during the year ended December 31, 2016.

2017.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.


Assets measured at fair value on a recurring basis are summarized below (in millions):

   Fair Value Measurements as of
December 31, 2016
 
   Total   Level 1   Level 2   Level 3 

Short-term investments(1),(2):

        

Money market funds

  $587    $587    $    $  

Corporate obligations

   2,550          2,550       

Bank notes/certificates of deposit/time deposits

   2,897          2,897       
  

 

 

   

 

 

   

 

 

   

 

 

 
   6,034     587     5,447       

Restricted cash and short-term investments(1)

   638     638            
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $6,672    $1,225    $5,447    $  
  

 

 

   

 

 

   

 

 

   

 

 

 

 Fair Value Measurements as of December 31, 2017
 Total Level 1 Level 2 Level 3
Short-term investments (1) (2):
       
Money market funds$186
 $186
 $
 $
Corporate obligations1,620
 
 1,620
 
Bank notes/certificates of deposit/time deposits2,662
 
 2,662
 
Repurchase agreements300
 
 300
 
 4,768
 186
 4,582
 
Restricted cash and short-term investments (1)
318
 108
 210
 
Total$5,086
 $294
 $4,792
 $
(1) 

Unrealized gains or losses on short-term investments and restricted cash and short-term investments are recorded in accumulated other comprehensive income (loss) at each measurement date.

(2) 

All short-term investments are classified as available-for-sale and stated at fair value. American’s short-term investments mature in one year or less except for $700 million of bank notes/certificates of deposit/time deposits and $341 million of corporate obligations.

 Fair Value Measurements as of December 31, 2016
 Total Level 1 Level 2 Level 3
Short-term investments (1) (2):
       
Money market funds$587
 $587
 $
 $
Corporate obligations2,550
 
 2,550
 
Bank notes/certificates of deposit/time deposits2,897
 
 2,897
 
 6,034
 587
 5,447
 
Restricted cash and short-term investments (1)
638
 638
 
 
Total$6,672
 $1,225
 $5,447
 $
(1)
Unrealized gains or losses on short-term investments and restricted cash and short-term investments are recorded in accumulated other comprehensive income (loss) at each measurement date.
(2)
All short-term investments are classified as available-for-sale and stated at fair value. American’s short-term investments mature in one year or less except for $385 million of bank notes/certificates of deposit/time deposits and $230 million of corporate obligations.

   Fair Value Measurements as of
December 31, 2015
 
   Total   Level 1   Level 2   Level 3 

Short-term investments(1),(2):

        

Money market funds

  $1,008    $1,008    $    $  

Government agency investments

   1          1       

Corporate obligations

   2,191          2,191       

Bank notes/certificates of deposit/time deposits

   2,662          2,662       
  

 

 

   

 

 

   

 

 

   

 

 

 
   5,862     1,008     4,854       

Restricted cash and short-term investments(1)

   695     695            
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $6,557    $1,703    $4,854    $  
  

 

 

   

 

 

   

 

 

   

 

 

 

(1)

Unrealized gains or losses on short-term investments and restricted cash and short-term investments are recorded in accumulated other comprehensive income (loss) at each measurement date.

(2)

All short-term investments are classified asavailable-for-sale and stated at fair value. American’s short-term investments mature in one year or less except for $1.2 billion of bank notes/certificates of deposit/time deposits and $734 million of corporate obligations.

There were no Level 1 to Level 2 transfers during the years ended December 31, 2016 or 2015.

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. If American’s long-term debt was measured at fair value, it would have been classified as Level 2 in the fair value hierarchy.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

The carrying value and estimated fair value of American’s long-term debt, including current maturities, were as follows (in millions):

   December 31, 2016   December 31, 2015 
   Carrying
Value
   Fair
Value
   Carrying
Value
   Fair
Value
 

Long-term debt, including current maturities

  $22,577    $23,181    $18,826    $19,378  
  

 

 

   

 

 

   

 

 

   

 

 

 

 December 31, 2017 December 31, 2016
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Long-term debt, including current maturities$23,294
 $24,029
 $22,577
 $23,181


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

Other Investments
American has an approximate 25% ownership interest in Republic Airways Holdings Inc. (Republic), which it received in the second quarter of 2017 in consideration for its unsecured claim in Republic’s bankruptcy case. This ownership interest is accounted for under the equity method and American’s portion of Republic’s financial results is recognized within other, net on the consolidated statements of operations. In 2017, American recognized $544 million of regional expense from its capacity purchase agreement with Republic.
Additionally, in the third quarter of 2017, American acquired 2.7% of the outstanding shares of China Southern Airlines Company Limited for $203 million. Since American’s subscription agreement restricts the sale or transfer of these shares for three years, American accounts for this investment under the cost method.
These investments are reflected within other assets on American’s consolidated balance sheets.
7.  Employee Benefit Plans

American sponsors defined benefit and defined contribution pension plans for eligible employees. The defined benefit pension plans provide benefits for participating employees based on years of service and average compensation for a specified period of time before retirement. Effective November 1, 2012, substantially all of American’s defined benefit pension plans were frozen and American began providing enhanced benefits under its defined contribution pension plans for certain employee groups. American uses a December 31 measurement date for all of its defined benefit pension plans. American also provides certain retiree medical and other postretirement benefits, including health care and life insurance benefits, to retired employees. Effective November 1, 2012, American modified its retiree medical and other postretirement benefits plans to eliminate the company subsidy for employees who retire on or after November 1, 2012. As a result of modifications to its retiree medical and other postretirement benefits plans in 2012, American recognized a negative plan amendment of $1.9 billion, which is included as a component of actuarial gainprior service benefit in OCI and will be amortized over the future service life of the active plan participants for whom the benefit was eliminated, or approximately eight years. As of December 31, 2016, $8712017, $631 million of actuarial gainprior service benefit remains to be amortized.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

Benefit Obligations, Fair Value of Plan Assets and Funded Status

The following tables provide a reconciliation of the changes in the pension and retiree medical and other postretirement benefits obligations, fair value of plan assets and a statement of funded status as of December 31, 20162017 and 2015:

   Pension Benefits  Retiree Medical and Other
Postretirement Benefits
 
   2016  2015  2016  2015 
   (In millions) 

Benefit obligation at beginning of period

  $16,310   $17,504   $1,129   $1,324  

Service cost

   2    2    3    3  

Interest cost

   746    733    47    50  

Actuarial (gain) loss(1) (2)

   725    (1,153  (104  (178

Plan amendments

           7      

Settlements

   (2  (3        

Benefit payments

   (633  (773  (92  (94

Other

               24  
  

 

 

  

 

 

  

 

 

  

 

 

 

Benefit obligation at end of period

  $17,148   $16,310   $990   $1,129  
  

 

 

  

 

 

  

 

 

  

 

 

 

Fair value of plan assets at beginning of period

  $9,660   $10,935   $253   $244  

Actual return on plan assets

   911    (505  22    (10

Employer contributions

   32    6    83    89  

Settlements

   (2  (3        

Benefit payments

   (633  (773  (92  (94

Other(3)

               24  
  

 

 

  

 

 

  

 

 

  

 

 

 

Fair value of plan assets at end of period

  $9,968   $9,660   $266   $253  
  

 

 

  

 

 

  

 

 

  

 

 

 

Funded status at end of period

  $(7,180 $(6,650 $(724 $(876
  

 

 

  

 

 

  

 

 

  

 

 

 

2016:
 Pension Benefits 
Retiree Medical and
Other Postretirement Benefits
 2017 2016 2017 2016
 (In millions)
Benefit obligation at beginning of period$17,148
 $16,310
 $990
 $1,129
Service cost2
 2
 4
 3
Interest cost717
 746
 39
 47
Actuarial (gain) loss (1) (2)
1,007
 725
 49
 (104)
Plan amendments
 
 
 7
Settlements(4) (2) 
 
Benefit payments(723) (633) (80) (92)
Other28
 
 8
 
Benefit obligation at end of period$18,175
 $17,148
 $1,010
 $990


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

 Pension Benefits 
Retiree Medical and
Other Postretirement Benefits
 2017 2016 2017 2016
 (In millions)
Fair value of plan assets at beginning of period$9,968
 $9,660
 $266
 $253
Actual return on plan assets1,788
 911
 37
 22
Employer contributions (3)
286
 32
 72
 83
Settlements(4) (2) 
 
Benefit payments(723) (633) (80) (92)
Other25
 
 
 
Fair value of plan assets at end of period$11,340
 $9,968
 $295
 $266
Funded status at end of period$(6,835) $(7,180) $(715) $(724)
(1) 

The December 31, 20162017 and 20152016 pension actuarial (gain) loss primarily relates to weighted average discount rate assumption changes and changes to American’s mortality assumptions.

(2) 

The December 31, 2016 and 20152017 retiree medical and other postretirement benefits actuarial gain(gain) loss primarily relates to plan experience adjustments, weighted average discount rate assumption changes and changes to American’s mortality assumptions and as of December 31, 2016, also includes medical trend and cost assumption changes, favorable plan experience adjustments and weighted average discount rate assumption changes.

(3) 

At December 31, 2015, certain trust assets totaling approximately $24During 2017, American contributed $286 million were added to the retiree medical and other postretirement benefitsits defined benefit pension plans, asset values that were previously offset against the benefit obligation.

including supplemental contributions of $261 million in addition to a $25 million minimum required cash contribution.

Balance Sheet Position
 Pension Benefits 
Retiree Medical and
Other Postretirement Benefits
 2017 2016 2017 2016
 (In millions)
As of December 31, 
Current liability$10
 $7
 $88
 $97
Noncurrent liability6,825
 7,173
 627
 627
Total liabilities$6,835
 $7,180
 $715
 $724
Net actuarial loss (gain)$5,337
 $5,472
 $(388) $(429)
Prior service cost (benefit)159
 188
 (600) (837)
Total accumulated other comprehensive loss (income), pre-tax$5,496
 $5,660
 $(988) $(1,266)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.


Balance Sheet Position

   Pension Benefits   Retiree Medical and Other
Postretirement Benefits
 
   2016   2015   2016  2015 
   (In millions) 

As of December 31,

  

Current liability

  $7    $7    $97   $109  

Noncurrent liability(1)

   7,173     6,643     627    767  
  

 

 

   

 

 

   

 

 

  

 

 

 

Total liabilities

  $7,180    $6,650    $724   $876  
  

 

 

   

 

 

   

 

 

  

 

 

 

Net actuarial loss (gain)

  $5,472��   $5,036    $(429 $(339

Prior service cost (benefit)(1)

   188     216     (837  (1,084
  

 

 

   

 

 

   

 

 

  

 

 

 

Total accumulated other comprehensive loss (income),pre-tax

  $5,660    $5,252    $(1,266 $(1,423
  

 

 

   

 

 

   

 

 

  

 

 

 

(1)

The 2016 noncurrent liability does not include $20 million of other postretirement benefits or $1 million of prior service cost. The 2015 noncurrent liability does not include $17 million of other postretirement benefits or $1 million of prior service cost.

Plans with Accumulated Benefit Obligations Exceeding Fair Value of Plan Assets

   Pension Benefits   Retiree Medical and Other
Postretirement Benefits
 
   2016   2015   2016   2015 
   (In millions) 

Projected benefit obligation (PBO)

  $17,119    $16,283    $    $  

Accumulated benefit obligation (ABO)

   17,108     16,272            

Accumulated postretirement benefit obligation (APBO)

             990     1,129  

Fair value of plan assets

   9,936     9,630     266     253  

ABO less fair value of plan assets

   7,172     6,642            

 Pension Benefits 
Retiree Medical and
Other Postretirement Benefits
 2017 2016 2017 2016
 (In millions)
Projected benefit obligation$18,144
 $17,119
 $
 $
Accumulated benefit obligation (ABO)18,135
 17,108
 
 
Accumulated postretirement benefit obligation
 
 1,010
 990
Fair value of plan assets11,307
 9,936
 295
 266
ABO less fair value of plan assets6,828
 7,172
 
 
Net Periodic Benefit Cost (Income)

   Pension Benefits  

Retiree Medical and
  Other Postretirement Benefits  

 
   2016  2015  2014      2016          2015          2014     
   (In millions) 

Defined benefit plans:

       

Service cost

  $2   $1   $2   $3   $3   $1  

Interest cost

   746    733    742    47    50    61  

Expected return on assets

   (747  (848  (783  (20  (19  (19

Settlements

       1    4              

Amortization of:

       

Prior service cost (benefit)(1)

   28    28    28    (240  (243  (244

Unrecognized net loss (gain)

   125    111    43    (16  (9  (8
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net periodic benefit cost (income)

   154    26    36    (226  (218  (209

Defined contribution plan cost

   761    657    527    N/A    N/A    N/A  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total cost (income)

  $915   $683   $563   $(226 $(218 $(209
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

(1)

The 2016, 2015 and 2014 prior service cost does not include amortization of $1 million, $3 million and $14 million, respectively, related to other postretirement benefits.

 Pension Benefits 
Retiree Medical and
  Other Postretirement Benefits  
 2017 2016 2015 2017 2016 2015
 (In millions)
Defined benefit plans:           
Service cost$2
 $2
 $1
 $4
 $3
 $3
Interest cost717
 746
 733
 39
 47
 50
Expected return on assets(786) (747) (848) (21) (20) (19)
Settlements1
 
 1
 
 
 
Amortization of:           
Prior service cost (benefit)28
 28
 28
 (237) (240) (243)
Unrecognized net loss (gain)144
 125
 111
 (23) (16) (9)
Net periodic benefit cost (income)106
 154
 26
 (238) (226) (218)
Defined contribution plan cost844
 761
 657
  N/A
 N/A
 N/A
Total cost (income)$950
 $915
 $683
 $(238) $(226) $(218)
The estimated amount of unrecognized actuarial net loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year is $144$171 million.

The estimated amount of unrecognized actuarial net gain and prior service benefit for the retiree medical and other postretirement benefits plans that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year is $23$258 million.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

Assumptions

The following actuarial assumptions were used to determine American’s benefit obligations and net periodic benefit cost for the periods presented:

   Pension Benefits  

Retiree Medical and

Other Postretirement Benefits

 
   2016  2015  2016  2015 

Benefit obligations:

     

Weighted average discount rate

   4.30  4.70  4.10  4.42

   Pension Benefits  Retiree Medical and
Other Postretirement Benefits
 
   2016  2015  2014  2016  2015  2014 

Net periodic benefit cost:

       

Weighted average discount rate

   4.70  4.30  5.10  4.42  4.00  4.74

Weighted average expected rate of return on plan assets

   8.00  8.00  8.00  8.00  8.00  8.00

Weighted average health care cost trend rate assumed for next year(1)

   N/A    N/A    N/A    4.25  5.21  5.25

 Pension Benefits 
Retiree Medical and
Other Postretirement Benefits
 2017 2016 2017 2016
Benefit obligations:       
Weighted average discount rate3.80% 4.30% 3.60% 4.10%
 Pension Benefits 
Retiree Medical and
Other Postretirement Benefits
 2017 2016 2015 2017 2016 2015
Net periodic benefit cost:           
Weighted average discount rate4.30% 4.70% 4.30% 4.10% 4.42% 4.00%
Weighted average expected rate of return on plan assets8.00% 8.00% 8.00% 8.00% 8.00% 8.00%
Weighted average health care cost trend rate assumed for next year (1)
N/A N/A N/A 4.19% 4.25% 5.21%
(1) 

The weighted average health care cost trend rate at December 31, 20162017 is assumed to decline gradually to 3.77%3.76% by 20242025 and remain level thereafter.

As of December 31, 2016,2017, American’s estimate of the long-term rate of return on plan assets was 8% based on the target asset allocation. Expected returns on long duration bonds are based on yields to maturity of the bonds held atyear-end. Expected returns on other assets are based on a combination of long-term historical returns, actual returns on plan assets achieved over the last ten years, current and expected market conditions, and expected value to be generated through active management, currency overlay and securities lending programs.

A one percentage point change in the assumed health care cost trend rates would have the following effects on American’s retiree medical and other postretirement benefits plans (in millions):

   1% Increase   1% Decrease 

Increase (decrease) on 2016 service and interest cost

  $3    $(3

Increase (decrease) on benefit obligation as of December 31, 2016

   53     (50

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

 1% Increase 1% Decrease
Increase (decrease) on 2017 service and interest cost$2
 $(2)
Increase (decrease) on benefit obligation as of December 31, 201754
 (51)
Minimum Contributions

American is required to make minimum contributions to its defined benefit pension plans under the minimum funding requirements of the Employee Retirement Income Security Act of 1974 (ERISA) and various other laws for U.S. based plans as well as under funding rules specific to countries where American maintains defined benefit plans. Based on current funding assumptions, American has minimum required contributions of $25$39 million for 2017.2018. American expects to make supplemental contributions of $254$425 million to its U.S. based defined benefit pension plans in 2017. Currently, the2018. The minimum funding obligation for American’s U.S. based defined benefit pension plans iswas subject to temporary favorable rules that are scheduled to expireexpired at the end of 2017. American’s pension funding obligations are likely to increase materially following expiration of the temporary funding rules,beginning in 2019, when American will be required to make contributions relating to the 2018 fiscal year. The amount of these obligations will depend on the performance of American’s investments held in trust by the pension plans, interest rates for determining liabilities, the amount of and timing of any supplemental contributions and American’s actuarial experience.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

Benefit Payments

The following benefit payments, which reflect expected future service as appropriate, are expected to be paid (approximately, in millions):

   2017   2018   2019   2020   2021   2022-2026 

Pension

  $685    $719    $758    $800    $841    $4,797  

Retiree medical and other postretirement benefits

   97     93     88     79     73     312  

 2018 2019 2020 2021 2022 2023-2027
Pension benefits$712
 $750
 $795
 $839
 $879
 $4,951
Retiree medical and other postretirement benefits96
 92
 80
 75
 70
 314
Plan Assets

The objectives of American’s investment policies are to: maintain sufficient income and liquidity to pay retirement benefits; produce a long-term rate of return that meets or exceeds the assumed rate of return for plan assets; limit the volatility of asset performance and funded status; and diversify assets among asset classes and investment managers.

Based on these investment objectives, a long-term strategic asset allocation has been established. This strategic allocation seeks to balance the potential benefit of improving funded position with the potential risk that the funded position would decline. The current strategic target asset allocation is as follows:

AssetClass/Sub-Class

Allowed Range

Equity

65% - 90%

Public:

U.S.

20% - 45% 

International

U.S. Large
20% - 50%
U.S. Small/Mid0% - 10%
International17% - 27%

Emerging Markets

5% - 11%

Alternative Investments

5% - 30%20%

Fixed Income

15% - 40%

U.S. Long Duration

15% - 40%Public: 

U.S. Long Duration

15% - 30%
High Yield and Emerging Markets

0% - 10%
Private Income0% - 10%

Other

0% -   5%

Cash Equivalents

0% -   5%

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

Public equity and emerging market fixed income securities are used to provide diversification and are expected to generate higher returns over the long-term than U.S. long duration bonds. Public stocks are managed using a value investment approach in order to participate in the returns generated by stocks in the long-term, while reducing year-over-year volatility. U.S. long duration bonds are used to partially hedge the assets from declines in interest rates. Alternative (private) investments are used to provide expected returns in excess of the public markets over the long-term. Additionally, the pension plan’s master trust engages currency overlay managers in an attempt to increase returns by protectingnon-U.S. dollar denominated assets from a rise in the relative value of the U.S. dollar. The pension plan’s master trust also participates in securities lending programs to generate additional income by loaning plan assets to borrowers on a fully collateralized basis. These programs are subject to market risk.

Investments in securities traded on recognized securities exchanges are valued at the last reported sales price on the last business day of the year. Securities traded in theover-the-counter market are valued at the last bid price. The money market fund is valued at fair value which represents the net asset value of the shares of such fund as of the close of business at the end of the period. Investments in limited partnerships are carried at estimated net asset value as determined by and reported by the general partners of the partnerships and represent the proportionate share of the estimated fair value of the underlying assets of the limited partnerships. Common/collective trusts are valued at net asset value based on the fair values of the underlying investments of the trusts as determined by the sponsor of the trusts. The pension plan’s master trust also invests in a103-12 investment entity (the103-12 Investment Trust) which is designed to invest plan assets of more than one unrelated employer. The103-12 Investment Trust is valued


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

at net asset value which is determined by the issuer at the end of each month and is based on the aggregate fair value of trust assets less liabilities, divided by the number of units outstanding. No changes in valuation techniques or inputs occurred during the year.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

Benefit Plan Assets Measured at Fair Value on a Recurring Basis

The fair value of American’s pension plan assets at December 31, 20162017 and 2015,2016, by asset category, are as follows (in millions):

   Fair Value Measurements as of December 31, 2016 
Asset Category  Quoted Prices in
Active Markets for
Identical Assets

(Level 1)
  Significant
Observable
Inputs

(Level 2)
   Significant
Unobservable
Inputs

(Level 3)
   Total 
       

Cash and cash equivalents

  $573   $    $    $573  

Equity securities:

       

International markets(a),(b)

   3,232              3,232  

Large-cap companies(b)

   2,253              2,253  

Mid-cap companies(b)

   371              371  

Small-cap companies(b)

   6              6  

Fixed income:

       

Corporate bonds(c)

       2,337          2,337  

Government securities(d)

       150          150  

U.S. municipal securities

       37          37  

Alternative instruments:

       

Private equity partnerships(e)

            21     21  

Private equity partnerships measured at net asset value(e) (g)

                 703  

Common/collective trusts(f)

       32          32  

Common/collective trusts and103-12 Investment Trust measured at net asset value(f) (g)

                 227  

Insurance group annuity contracts

            2     2  

Dividend and interest receivable

   40              40  

Due to/from brokers for sale of securities – net

   (9            (9

Other liabilities – net

   (7            (7
  

 

 

  

 

 

   

 

 

   

 

 

 

Total

  $6,459   $2,556    $23    $9,968  
  

 

 

  

 

 

   

 

 

   

 

 

 

 Fair Value Measurements as of December 31, 2017
Asset Category
Quoted Prices in
Active Markets 
for Identical Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total
Cash and cash equivalents$28
 $
 $
 $28
Equity securities:       
International markets (a) (b)
3,837
 
 
 3,837
Large-cap companies (b)
2,451
 
 
 2,451
Mid-cap companies (b)
744
 
 
 744
Small-cap companies (b)
125
 
 
 125
Fixed income:       
Corporate bonds (c)

 2,344
 
 2,344
Government securities (d)

 238
 
 238
U.S. municipal securities
 39
 
 39
Alternative instruments:       
Private equity partnerships (e)

 
 14
 14
Private equity partnerships measured at net asset value (e) (g)

 
 
 879
Common/collective trusts (f)

 315
 
 315
Common/collective trusts and 103-12 Investment Trust measured at net asset value (f) (g)

 
 
 283
Insurance group annuity contracts
 
 2
 2
Dividend and interest receivable44
 
 
 44
Due to/from brokers for sale of securities – net3
 
 
 3
Other liabilities – net(6) 
 
 (6)
Total$7,226
 $2,936
 $16
 $11,340
a) 

Holdings are diversified as follows: 15%17% United Kingdom, 12%11% Japan, 10%9% France, 7%6% Switzerland, 6% Netherlands, 17% of other16% emerging markets and the remaining 33%41% with no concentration greater than 5% in any one country.

b) 

There are no significant concentrations of holdings by company or industry.

c) 

Includes approximately 74%76% investments in corporate debt with a S&P rating lower than A and 26%24% investments in corporate debt with a S&P rating A or higher. Holdings include 86%85% U.S. companies, 12% international companies and 2%3% emerging market companies.

d) 

Includes approximately 61%27% investments in U.S. domestic government securities, and 39%43% in emerging market government securities and 30% in international government securities. There are no significant foreign currency risks within this classification.

e)

Includes limited partnerships that invest primarily in U.S. (95%) and European (5%) buyout opportunities of a range of privately held companies. The pension plan’s master trust does not have the right to redeem its limited partnership investment at its net asset value, but rather



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.


receives distributions as the underlying assets are liquidated. It is estimated that the underlying assets of these funds will be gradually liquidated over the next one to ten years. Additionally, the pension plan’s master trust has future funding commitments of approximately $456 million over the next ten years.

f)

Investment includes 73% in an emerging market103-12 Investment Trust with investments in emerging country equity securities, 12% in Canadian segregated balanced value, income growth and diversified pooled funds and 15% in a common/collective trust investing in securities of smaller companies located outside the U.S., including developing markets. Requests for withdrawals must meet specific requirements with advance notice of redemption preferred.

g)

In accordance with ASU2015-07, certain investments that are measured using net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the notes to the consolidated financial statements.

   Fair Value Measurements as of December 31, 2015 

Asset Category

  Quoted Prices in
Active Markets for
Identical Assets

(Level 1)
  Significant
Observable
Inputs

(Level 2)
   Significant
Unobservable
Inputs

(Level 3)
   Total 
       

Cash and cash equivalents

  $287   $    $    $287  

Equity securities:

       

International markets(a),(b)

   2,873              2,873  

Large-cap companies(b)

   1,999              1,999  

Mid-cap companies(b)

   361              361  

Small-cap companies(b)

   18              18  

Fixed income:

       

Corporate bonds(c)

       2,204          2,204  

Government securities(d)

       917          917  

U.S. municipal securities

       48          48  

Alternative instruments:

       

Private equity partnerships(e)

            16     16  

Private equity partnerships measured at net asset value(e) (g)

                 706  

Common/collective trusts(f)

       30          30  

Common/collective trusts and103-12 Investment Trust measured at net asset value(f) (g)

                 189  

Insurance group annuity contracts

            2     2  

Dividend and interest receivable

   50              50  

Due to/from brokers for sale of securities – net

   23              23  

Other assets – net

   8              8  

Other liabilities – net

   (71            (71
  

 

 

  

 

 

   

 

 

   

 

 

 

Total

  $5,548   $3,199    $18    $9,660  
  

 

 

  

 

 

   

 

 

   

 

 

 

a)

Holdings are diversified as follows: 16% United Kingdom, 12% Japan, 10% France, 7% Switzerland, 7% Netherlands, 6% Republic of Korea, 11% of other emerging markets and the remaining 31% with no concentration greater than 5% in any one country.

b)

There are no significant concentrations of holdings by company or industry.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

c)

Includes approximately 74% investments in corporate debt with a S&P rating lower than A and 26% investments in corporate debt with a S&P rating A or higher. Holdings include 82% U.S. companies, 16% international companies and 2% emerging market companies.

d)

Includes approximately 75% investments in U.S. domestic government securities and 25% in emerging market government securities. There are no significant foreign currency risks within this classification.

e) 

Includes limited partnerships that invest primarily in U.S. (89%(94%) and European (11%(6%) buyout opportunities of a range of privately held companies. The pension plan’s master trust does not have the right to redeem its limited partnership investment at its net asset value, but rather receives distributions as the underlying assets are liquidated. It is estimated that the underlying assets of these funds will be gradually liquidated over the next one to ten years. Additionally, the pension plan’s master trust has future funding commitments of approximately $428$903 million over the next ten years.

f) 

Investment includes 73%42% in a collective interest trust investing primarily in short-term securities, 40% in an emerging market103-12 Investment Trust with investments in emerging country equity securities, 14%10% in Canadian segregated balanced value, income growth and diversified pooled funds and 13%8% in a common/collective trust investing in securities of smaller companies located outside the U.S., including developing markets. RequestsFor some trusts, requests for withdrawals must meet specific requirements with advance notice of redemption preferred.

g) 

In accordance with ASU2015-07, certainCertain investments that are measured using net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the notes to the consolidated financial statements.

 Fair Value Measurements as of December 31, 2016
Asset Category
Quoted Prices in
Active Markets 
for Identical Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total
Cash and cash equivalents$573
 $
 $
 $573
Equity securities:       
International markets (a) (b)
3,232
 
 
 3,232
Large-cap companies (b)
2,253
 
 
 2,253
Mid-cap companies (b)
371
 
 
 371
Small-cap companies (b)
6
 
 
 6
Fixed income:       
Corporate bonds (c)

 2,337
 
 2,337
Government securities (d)

 150
 
 150
U.S. municipal securities
 37
 
 37
Alternative instruments:       
Private equity partnerships (e)

 
 21
 21
Private equity partnerships measured at net asset value (e) (g)

 
 
 703
Common/collective trusts (f)

 32
 
 32
Common/collective trusts and 103-12 Investment Trust measured at net asset value (f) (g)

 
 
 227
Insurance group annuity contracts
 
 2
 2
Dividend and interest receivable40
 
 
 40
Due to/from brokers for sale of securities – net(9) 
 
 (9)
Other liabilities – net(7) 
 
 (7)
Total$6,459
 $2,556
 $23
 $9,968
a)
Holdings are diversified as follows: 15% United Kingdom, 12% Japan, 10% France, 7% Switzerland, 6% Netherlands, 17% other emerging markets and the remaining 33% with no concentration greater than 5% in any one country.
b)
There are no significant concentrations of holdings by company or industry.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

c)
Includes approximately 74% investments in corporate debt with a S&P rating lower than A and 26% investments in corporate debt with a S&P rating A or higher. Holdings include 86% U.S. companies, 12% international companies and 2% emerging market companies.
d)
Includes approximately 61% investments in U.S. domestic government securities and 39% in emerging market government securities. There are no significant foreign currency risks within this classification.
e)
Includes limited partnerships that invest primarily in U.S. (95%) and European (5%) buyout opportunities of a range of privately held companies. The pension plan’s master trust does not have the right to redeem its limited partnership investment at its net asset value, but rather receives distributions as the underlying assets are liquidated. It is estimated that the underlying assets of these funds will be gradually liquidated over the next one to ten years. Additionally, the pension plan’s master trust has future funding commitments of approximately $456 million over the next ten years.
f)
Investment includes 73% in an emerging market 103-12 Investment Trust with investments in emerging country equity securities, 12% in Canadian segregated balanced value, income growth and diversified pooled funds and 15% in a common/collective trust investing in securities of smaller companies located outside the U.S., including developing markets. Requests for withdrawals must meet specific requirements with advance notice of redemption preferred.
g)
Certain investments that are measured using net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the notes to the consolidated financial statements.
Changes in fair value measurements of Level 3 investments during the year ended December 31, 2017, were as follows (in millions):
 
Private Equity
Partnerships
 
Insurance Group
Annuity Contracts
Beginning balance at December 31, 2016$21
 $2
Actual loss on plan assets:   
Relating to assets still held at the reporting date(4) 
Purchases1
 
Sales(1) 
Transfers out(3) 
Ending balance at December 31, 2017$14
 $2
Changes in fair value measurements of Level 3 investments during the year ended December 31, 2016, were as follows (in millions):

   Private  Equity
Partnerships
  Insurance  Group
Annuity

Contracts
 

Beginning balance at December 31, 2015

  $16   $2  

Actual return on plan assets:

   

Relating to assets sold during the period

   7      

Purchases

   7      

Sales

   (9    
  

 

 

  

 

 

 

Ending balance at December 31, 2016

  $21   $2  
  

 

 

  

 

 

 

Changes in fair value measurements of Level 3 investments during the year ended December 31, 2015, were as follows (in millions):

   Private  Equity
Partnerships
  Insurance  Group
Annuity

Contracts
 

Beginning balance at December 31, 2014

  $17   $2  

Actual return on plan assets:

   

Relating to assets still held at the reporting date

   (1    
  

 

 

  

 

 

 

Ending balance at December 31, 2015

  $16   $2  
  

 

 

  

 

 

 

 
Private Equity
Partnerships
 
Insurance Group
Annuity Contracts
Beginning balance at December 31, 2015$16
 $2
Actual return on plan assets:   
Relating to assets sold during the period7
 
Purchases7
 
Sales(9) 
Ending balance at December 31, 2016$21
 $2


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.


The fair value of American’s retiree medical and other postretirement benefits plans assets at December 31, 2017 by asset category, were as follows (in millions):
 Fair Value Measurements as of December 31, 2017
Asset Category
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total
Money market fund$5
 $
 $
 $5
Mutual funds – AAL Class
 290
 
 290
Total$5
 $290
 $
 $295
The fair value of American’s retiree medical and other postretirement benefits plans assets at December 31, 2016 by asset category, were as follows (in millions):

 Fair Value Measurements as of December 31, 2016
Asset Category
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total
Money market fund$5
 $
 $
 $5
Mutual funds – Institutional Class261
 
 
 261
Total$266
 $
 $
 $266

The fair value of American’s retiree medical and other postretirement benefits plans assets at December 31, 2015 by asset category, were as follows (in millions):

   Fair Value Measurements as of December 31, 2015 

Asset Category

  Quoted Prices in
Active Markets for
Identical Assets

(Level 1)
   Significant
Observable
Inputs

(Level 2)
   Significant
Unobservable
Inputs

(Level 3)
   Total 

Money market fund

  $4    $    $    $4  

Mutual funds – Institutional Class

   19               19  

Mutual funds – AMR Class

        230          230  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $23    $230    $    $253  
  

 

 

   

 

 

   

 

 

   

 

 

 

Investments in the retiree medical and other postretirement benefits plans’ mutual funds are valued by quoted prices on the active market, which is fair value and represents the net asset value of the shares of such funds as of the close of business at the end of the period. AMRAt December 31, 2017, these funds were invested in an AAL Class shares are offered without a sales chargemutual fund, in which trading is restricted only to participants. Purchases are restricted to certain retirement benefit plans, including American’s retiree medical and other postretirement benefits plans,American, resulting in a fair value classification of Level 2. At December 31, 2016, these investments were part of an Institutional Class of mutual funds and were actively traded on the open market resulting in a fair value classification of Level 1. Investments include approximately 30% and 27% of investments innon-U.S. common stocks in each of2017 and 2016, and 2015.respectively. Net asset value is based on the fair market value of the funds’ underlying assets and liabilities at the date of determination.

Profit Sharing Program

American instituted an employee profit sharing program effective on January 1, 2016 and accrues 5% of itspre-tax income excluding special items to distribute to employees in early 2017.for its profit sharing program. For the year ended December 31, 2016,2017, American accrued $314$241 million for this program.

program, which will be distributed to employees in the first quarter of 2018.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.


8.  Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) (AOCI) are as follows (in millions):

   Pension,
Retiree
Medical and
Other
Postretirement

Benefits
  Derivative
Financial

Instruments
  Unrealized
Gain (Loss)
on

Investments
  Income
Tax Benefit
(Provision) (1)
  Total 

Balance at December 31, 2014

  $(3,671 $9   $(3 $(991 $(4,656

Other comprehensive loss before reclassifications

   (51      (7      (58

Amounts reclassified from accumulated other comprehensive income (loss)

   (109  (9  1        (117
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net current-period other comprehensive loss

   (160  (9  (6      (175
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2015

   (3,831      (9  (991  (4,831

Other comprehensive income (loss) before reclassifications

   (461      9    166    (286

Amounts reclassified from accumulated other comprehensive income (loss)

   (102          37 (2)   (65
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net current-period other comprehensive income (loss)

   (563      9    203    (351
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2016

  $(4,394 $   $   $(788 $(5,182
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 Pension,
Retiree
Medical and
Other
Postretirement
Benefits
 Unrealized Gain (Loss) on Investments 
Income
Tax Benefit
(Provision) 
(1)
 Total
Balance at December 31, 2015$(3,831) $(9) $(991) $(4,831)
Other comprehensive income (loss) before reclassifications(461) 9
 166
 (286)
Amounts reclassified from AOCI(102) 
 37
(2) 
(65)
Net current-period other comprehensive income (loss)(563) 9
 203
 (351)
Balance at December 31, 2016(4,394) 
 (788) (5,182)
Other comprehensive income (loss) before reclassifications(27) (1) 14
 (14)
Amounts reclassified from AOCI(87) 
 32
(2) 
(55)
Net current-period other comprehensive income (loss)(114) (1) 46
 (69)
Balance at December 31, 2017$(4,508) $(1) $(742) $(5,251)
(1) 

Relates principally to pension, retiree medical and other postretirement benefits obligations that will not be recognized in net income until the obligations are fully extinguished.

(2) 

Relates to pension, retiree medical and other postretirement benefits obligations and is recognized within the income tax provision on the consolidated statement of operations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

Reclassifications out of AOCI for the years ended December 31, 20162017 and 20152016 are as follows (in millions):

   Amount reclassified from AOCI  

Affected line items on the
consolidated statement of
operations

   Year Ended December 31,  

AOCI Components

  2016  2015  

Amortization of pension, retiree medical and other postretirement benefits:

    

Prior service benefit

  $(134 $(212 Salaries, wages and benefits

Actuarial loss

   69    103   Salaries, wages and benefits

Derivative financial instruments:

    

Cash flow hedges

       (9 Aircraft fuel and related taxes

Net unrealized change on investments:

    

Net change in value

       1   Other nonoperating, net
  

 

 

  

 

 

  

Total reclassifications for the period, net of tax

  $(65 $(117 
  

 

 

  

 

 

  

 Amount reclassified from AOCI 
Affected line items on the
consolidated statement of
operations
 Year Ended December 31, 
AOCI Components2017 2016 
Amortization of pension, retiree medical and other postretirement benefits:     
Prior service benefit$(132) $(134) Salaries, wages and benefits
Actuarial loss77
 69
 Salaries, wages and benefits
Total reclassifications for the period, net of tax$(55) $(65)  
Amounts allocated to OCI for income taxes as further described in Note 4 will remain in AOCI until American ceases all related activities, such as termination of the pension plan.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

9.  Commitments, Contingencies and Guarantees

(a) Aircraft and Engine Purchase Commitments

Under all of American’s aircraft and engine purchase agreements, its total future commitments as of December 31, 20162017 are expected to be as follows (approximately, in millions):

   2017   2018   2019   2020   2021   2022 and
Thereafter
   Total 

Payments for aircraft commitments and certain engines(1)

  $4,064    $2,192    $3,113    $3,133    $2,948    $2,553    $18,003  

 2018 2019 2020 2021 2022 2023 and Thereafter Total
Payments for aircraft commitments and certain engines (1)
$1,826
 $2,730
 $2,730
 $2,858
 $2,138
 $1,482
 $13,764
(1) 

These amounts are net of purchase deposits currently held by the manufacturers and include all commitments for regional aircraft. American has granted a security interest in its purchase deposits with Boeing. American’s purchase deposits held by all manufacturers totaled $1.2 billion as of December 31, 2016.

2017.

(b) FacilityOperating Leases and support commitments

Other

American has contracts relatedleases certain aircraft, engines and ground equipment, in addition to facility constructionthe majority of its ground facilities and terminal space. As of December 31, 2017, American had 410 aircraft under operating leases, with remaining terms ranging from three months to approximately 12 years. Airports are utilized for flight operations under lease arrangements with the municipalities or improvement projects, primarily at airport locations,agencies owning or controlling such airports. Substantially all leases provide that the lessee must pay taxes, maintenance, insurance and certain other operating expenses applicable to the leased property. Some leases also include renewal and purchase options.
As of December 31, 2017, obligations under noncancellable operating leases for future minimum lease payments are as well as information technology support. The contractual obligations related to these contracts are presented in the table belowfollows (approximately, in millions):

   2017   2018   2019   2020   2021   2022 and
Thereafter
   Total 

Facility construction or improvement contracts

  $182    $126    $13    $    $    $    $321  

Information technology contracts

   205     168     128     47     24     8     580  

 2018 2019 2020 2021 2022 2023 and Thereafter Total
Future minimum lease payments$2,178
 $1,966
 $1,776
 $1,331
 $1,155
 $3,253
 $11,659
Mainline and regional rent expense, excluding landing fees, was $2.8 billion in 2017 and $2.7 billion in each of 2016and 2015.
Additionally, American has purchase commitments related to jet fuel, facility construction projects and information technology support as follows (approximately): $2.0 billion in 2018, $1.4 billion in 2019, $890 million in 2020 and $950 million in 2021.
(c) Capacity Purchase Agreements with Third-Party Regional Carriers

American has capacity purchase agreements with third-party regional carriers. The capacity purchase agreements provide that all revenues, including passenger,in-flight, ancillary, mail and

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

freight revenues, go to American. In return, American agrees to pay predetermined fees to these airlines for operating an agreed-upon number of aircraft, without regard to the number of passengers on board. In addition, these agreements provide that American reimburses 100% of certain variable costs, such as airport landing fees and passenger liability insurance. American controls marketing, scheduling, ticketing, pricing and seat inventories.

As of December 31, 2016,2017, American’s capacity purchase agreements with third-party regional carriers had expiration dates ranging from 20172018 to 2027, with rights of American to extend the respective terms of certain agreements. See Part I, Item 2. Properties for unaudited information on the aircraft operated by third-party regional carriers under such capacity purchase agreements.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

As of December 31, 2016,2017, American’s minimum fixed obligations under its capacity purchase agreements with third-party regional carriers are as follows (approximately, in millions):

   2017   2018   2019   2020   2021   2022 and
Thereafter
   Total 

Minimum fixed obligations under capacity purchase agreements with third-party regional carriers(1)

  $1,710    $1,421    $1,283    $1,048    $855    $2,738    $9,055  

 2018 2019 2020 2021 2022 2023 and Thereafter Total
Minimum fixed obligations under capacity purchase agreements with third-party regional carriers (1)
$1,457
 $1,311
 $1,063
 $866
 $699
 $2,073
 $7,469
(1) 

Represents minimum payments under capacity purchase agreements with third-party regional carriers. 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. These obligations also include the portion of American’s future obligations related torepresenting the lease of aircraft deemed to be leasedfor accounting purposes in the amount of approximately $434 million in 2017, $370$377 million in 2018, $349$355 million in 2019, $317$320 million in 2020, $280$282 million in 2021, and $927$239 million in 2022 and $699 million in 2023 and thereafter.

(d) Operating Leases

American leases certain aircraft, engines and ground equipment, in addition to the majority of its ground facilities and terminal space. As of December 31, 2016, American had 408 aircraft under operating leases, with remaining terms ranging from three months to approximately 11 years. Airports are utilized for flight operations under lease arrangements with the municipalities or agencies owning or controlling such airports. Substantially all leases provide that the lessee must pay taxes, maintenance, insurance and certain other operating expenses applicable to the leased property. Some leases also include renewal and purchase options.

As of December 31, 2016, obligations under noncancellable operating leases for future minimum lease payments are as follows (approximately, in millions):

   2017   2018   2019   2020   2021   2022 and
Thereafter
   Total 

Future minimum lease payments

  $2,242    $2,010    $1,813    $1,638    $1,213    $3,785    $12,701  

Mainline and regional rent expense, excluding landing fees, was $2.7 billion in each of 2016 and 2015 and $2.8 billion in 2014.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

(e)Off-Balance Sheet Arrangements

Aircraft

American currently operates 346387 owned aircraft and 138113 leased aircraft which were financed with EETCs issued by pass-through trusts. These trusts areoff-balance sheet entities, the primary purpose of which is to finance the acquisition of flight equipment. Rather than finance each aircraft separately when such aircraft is purchased, delivered or refinanced, these trusts allow American to raise the financing for a number of aircraft at one time and, if applicable, place such funds in escrow pending a future purchase, delivery or refinancing of the relevant aircraft. The trusts were also structured to provide for certain credit enhancements, such as liquidity facilities to cover certain interest payments, that reduce the risks to the purchasers of the trust certificates and, as a result, reduce the cost of aircraft financing to American.

Each trust covers a set number of aircraft scheduled to be delivered or refinanced upon the issuance of the EETC or within a specific period of time thereafter. At the time of each covered aircraft financing, the relevant trust used the proceeds of the issuance of the EETC (which may have been available at the time of issuance thereof or held in escrow until financing of the applicable aircraft following its delivery) to purchase equipment notes relating to the financed aircraft. The equipment notes are issued, at American’s election, in connection with a mortgage financing of the aircraft or, in certain cases, by a separate owner trust in connection with a leveraged lease financing of the aircraft. In the case of a leveraged lease financing, the owner trust then leases the aircraft to American. In both cases, the equipment notes are secured by a security interest in the aircraft. The pass-through trust certificates are not direct obligations of, nor are they guaranteed by, AAG or American. However, in the case of mortgage financings, the equipment notes issued to the trusts are direct obligations of American and, in certain instances, have been guaranteed by AAG. As of December 31, 2016, $10.92017, $11.9 billion associated with these mortgage financings is reflected as debt in the accompanying consolidated balance sheet.

With respect to leveraged leases, American evaluated whether the leases had characteristics of a variable interest entity. American concluded the leasing entities met the criteria for variable interest entities. American generally is not the primary beneficiary of the leasing entities if the lease terms are consistent with market terms at the inception of the lease and do not include a residual value guarantee, fixed-price purchase option or similar feature that obligates American to absorb decreases in value or entitles American to participate in increases in the value of the aircraft. American does not provide residual value guarantees to the bondholders or equity participants in the trusts. Some leases have a fair market value or a fixed price purchase option that allows American to purchase the aircraft at or near the end of the lease term. However, the option price approximates an estimate of the aircraft’s fair value at the option date. Under this feature, American does not participate in any increases in the value of the aircraft. American concluded it is not the primary beneficiary under these arrangements. Therefore, American accounts for the majority of its EETC leveraged lease financings as operating leases. American’s total future obligations to the trusts of each of the relevant EETCs under these leveraged lease financings are $1.5 billion$572 million as of December 31, 2016,2017, which are included in the future minimum lease payments table above.

Special Facility Revenue Bonds

American guarantees the payment of principal and interest of certain special facility revenue bonds issued by municipalities primarily to build or improve airport facilities and purchase equipment which is leased to American. Under such leases, American is required to make rental payments through 2035, sufficient to pay maturing principal and interest payments on the related bonds. As of December 31, 2016, the remaining lease payments guaranteeing the principal and interest on these bonds are $605 million, which are accounted for as operating leases.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

(f)


Letters of Credit and Other
American provides financial assurance, such as letters of credit, surety bonds or restricted cash and investments, to primarily support projected workers’ compensation obligations and airport commitments. As of December 31, 2017, American had $448 million of letters of credit and surety bonds securing various obligations, of which $88 million is collateralized with its restricted cash. The letters of credit and surety bonds that are subject to expiration will expire on various dates through 2022.
(e) Legal Proceedings

Chapter 11 Cases. On November 29, 2011, AMR, American, and certain of AMR’s other direct and indirect domestic subsidiaries (the Debtors) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court). On October 21, 2013, the Bankruptcy Court entered an order approving and confirming the Debtors’ fourth amended joint plan of reorganization (as amended, the Plan). On the Effective Date, December 9, 2013, the Debtors consummated their reorganization pursuant to the Plan and completed the Merger.

Pursuant to rulings of the Bankruptcy Court, the Plan established the Disputed Claims Reserve to hold shares of AAG common stock reserved for issuance to disputed claimholders at the Effective Date that ultimately become holders of allowed claims. As of December 31, 2016,2017, there were approximately 25.224.5 million shares of AAG common stock remaining in the Disputed Claims Reserve. As disputed claims are resolved, the claimants will receive distributions of shares from the Disputed Claims Reserve on the same basis as if such distributions had been made on or about the Effective Date. However, American is not required to distribute additional shares above the limits contemplated by the Plan, even if the shares remaining for distribution are not sufficient to fully pay any additional allowed unsecured claims. To the extent that any of the reserved shares remain undistributed upon resolution of all remaining disputed claims, such shares will not be returned to American but rather will be distributed to former AMR stockholders.

There is also pending in the Bankruptcy Court an adversary proceeding relating to an action brought by American to seek a determination that certainnon-pension, postemployment benefits are not vested benefits and thus may be modified or terminated without liability to American. On April 18, 2014, the Bankruptcy Court granted American’s motion for summary judgment with respect to certainnon-union employees, concluding that their benefits were not vested and could be terminated. The summary judgment motion was denied with respect to all other retirees. The Bankruptcy Court has not yet scheduled a trial on the merits concerning whether those retirees’ benefits are vested, and American cannot predict whether it will receive relief from obligations to provide benefits to any of those retirees. American’s financial statements presently reflect these retirement programs without giving effect to any modification or termination of benefits that may ultimately be implemented based upon the outcome of this proceeding.

DOJ Antitrust Civil Investigative Demand. In June 2015, American received a Civil Investigative Demand (CID) from the United States Department of Justice (DOJ) as part of an investigation into whether there have been illegal agreements or coordination of air passenger capacity. The CID seeks documents and other information from American, and other airlines have announced that they have received similar requests. American is cooperating fully with the DOJ investigation. In addition, subsequent
Private Party Antitrust Action. Subsequent to announcement of the delivery of CIDs by the DOJ, American, along with Delta Air Lines, Inc., Southwest Airlines Co., United Airlines, Inc. and, in the case of litigation filed in Canada, Air Canada, have been named as defendants in approximately 100 putative class action lawsuits alleging unlawful agreements with respect to air passenger capacity.capacity, although Southwest has entered into a settlement with the plaintiffs that is pending approval by the court. The U.S. lawsuits have been consolidated in the Federal District Court for the District of Columbia. On October 28, 2016, the Court denied a motion by the airline defendants to dismiss all claims in the class actions. Both the DOJ investigation and theseThese lawsuits are in their relatively early stages and American intends to defend these matters vigorously.

Private Party Antitrust Action Related to the Merger. On July 2, 2013, a lawsuit captioned Carolyn Fjord, et al., v. US Airways Group, Inc., et al., was filed in the United States District Court for the Northern District of

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

California. The complaint named as defendants US Airways Group and US Airways, Inc., alleged that the effect of the Merger may be to create a monopoly in violation of Section 7 of the Clayton Antitrust Act, and sought injunctive relief and/or divestiture. On August 6, 2013, the plaintiffsre-filed their complaint in the Bankruptcy Court, adding AMR and American as defendants. On November 27, 2013, the Bankruptcy Court denied plaintiffs’ motion to preliminarily enjoin the Merger. On August 19, 2015, after three previous largely unsuccessful attempts to amend their complaint,May 12, 2017, defendants filed a motion for summary judgment. On June 23, 2017, plaintiffs filed a fourthan opposition to



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

defendants’ motion and cross-motion for leave to file an amended and supplemental complaint to add a claim for damages and demand for jury trial, as well as claims similar to those in the putative class action lawsuits regarding air passenger capacity. Thereafter, plaintiffs filed a request with the Judicial Panel on Multidistrict Litigation to consolidate the Fjord matter with the putative class action lawsuits, which was denied on October 15, 2015. A jointly proposed schedule for the remaindersummary judgment. Briefing of the case was submittedparties’ respective motions concluded on September 7, 2016, which1, 2017; a hearing date has not yet been accepted by the Bankruptcy Court.set. American believes this lawsuit is without merit and intends to vigorously defend against the allegations.

DOJ Investigation Related to the United States Postal Service. In April 2015, the DOJ informed American of an inquiry regarding American’s 2009 and 2011 contracts with the United States Postal Service for the international transportation of mail by air. In October 2015, American received a CID from the DOJ seeking certain information relating to these contracts and the DOJ has also sought information concerning certain of the airlines that transport mail on a codeshare basis. The DOJ has indicated it is investigating potential violations of the False Claims Act or other statutes. American is cooperating fully with the DOJ with regard to its investigation.

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. See Part I, Item 1A. Risk Factors “We may be a party to litigation in the normal course of business or otherwise, which could affect our financial position and liquidity” for unaudited additional discussion.

(g)

(f) Guarantees and Indemnifications

American is a party to many routine contracts in which it provides general indemnities in the normal course of business to third parties for various risks. American is not able to estimate the potential amount of any liability resulting from the indemnities. These indemnities are discussed in the following paragraphs.

In its aircraft financing agreements, American generally indemnifies the financing parties, trustees acting on their behalf and other relevant parties against liabilities (including certain taxes) resulting from the financing, manufacture, design, ownership, operation and maintenance of the aircraft regardless of whether these liabilities (or taxes) relate to the negligence of the indemnified parties.

American’s loan agreements and other LIBOR-based financing transactions (including certain leveraged aircraft leases) generally obligate American to reimburse the applicable lender for incremental costs due to a change in law that imposes (i) any reserve or special deposit requirement against assets of, deposits with or credit extended by such lender related to the loan, (ii) any tax, duty or other charge with respect to the loan (except standard income tax) or (iii) capital adequacy requirements. In addition, American’s loan agreements and other financing arrangements typically

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

contain a withholding tax provision that requires American to pay additional amounts to the applicable lender or other financing party, generally if withholding taxes are imposed on such lender or other financing party as a result of a change in the applicable tax law.

These increased cost and withholding tax provisions continue for the entire term of the applicable transaction, and there is no limitation on the maximum additional amounts American could be obligated to pay under such provisions. Any failure to pay amounts due under such provisions generally would trigger an event of default and, in a secured financing transaction, would entitle the lender to foreclose on the collateral to realize the amount due.

In certain transactions, including certain aircraft financing leases and loans, the lessors, lenders and/or other parties have rights to terminate the transaction based on changes in foreign tax law, illegality or certain other events or circumstances. In such a case, American may be required to make a lump sum payment to terminate the relevant transaction.

American has general indemnity clauses in many of its airport and other real estate leases where American as lessee indemnifies the lessor (and related parties) against liabilities related to American’s use of the leased property. Generally, these indemnifications cover liabilities resulting from the negligence of the indemnified parties, but not liabilities resulting from the gross negligence or willful misconduct of the indemnified parties. In addition, American provides environmental indemnities in many of these leases for contamination related to American’s use of the leased property.

Under certain contracts with third parties, American indemnifies the third-party against legal liability arising out of an action by the third-party, or certain other parties. The terms of these contracts vary and the potential exposure under these indemnities cannot be determined. American has liability insurance protecting American for some of the obligations it has undertaken under these indemnities.

American is involved inrequired to make principal and interest payments for certain claimsspecial facility revenue bonds issued by municipalities primarily to build or improve airport facilities and litigation relatedpurchase equipment, which are leased to its operations. AmericanAmerican. The payment of principal and interest of certain special facility revenue bonds is also subject to regulatory assessments inguaranteed by American. As of


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

December 31, 2017, the ordinary course of business. American establishes reservesremaining lease payments through 2035 guaranteeing the principal and interest on these bonds are $589 million, which are accounted for litigation and regulatory matters when those matters present loss contingencies that are both probable and can be reasonably estimated. In the opinion of management, liabilities, if any, arising from these regulatory matters, claims and litigation will not have a material adverse effect on American’s consolidated financial position, results of operations, or cash flows, after consideration of available insurance.

as operating leases.

As of December 31, 2016,2017, American had issued guarantees covering AAG’s $500 million aggregate principal amount of 6.125% senior notes due 2018, $750 million aggregate principal amount of 5.50% senior notes due 2019 $500 million aggregate principal amount of 6.125% senior notes due 2018 and $500 million aggregate principal amount of 4.625% senior notes due 2020.

(h)

(g) Credit Card Processing Agreements

American has agreements with companies that process customer credit card transactions for the sale of air travel and other services. American’s agreements allow these processing companies, under certain conditions, to hold an amount of its cash (referred to as a holdback) equal to a portion of advance ticket sales that have been processed by that company, but for which American has not yet provided the air transportation. Additional holdback requirements in the event of material adverse changes in American’s financial condition will reduce its liquidity in the form of unrestricted cash by the amount of the holdbacks. American is not currently required to maintain any holdbacks pursuant to these requirements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

(i)

(h) Labor Negotiations

As of December 31, 2016,2017, American employed approximately 101,500103,100 active full-time equivalent employees. Approximately 84% of employees are covered by collective bargaining agreements with various labor unions. Negotiations for joint collective bargaining agreements covering American’s maintenance, fleet service, storesstock clerks, maintenance control technicians and plannermaintenance training instructors employees are continuing. There is no assurance that a successful or timely resolution of these labor negotiations will be achieved.

(j)

(i) Other

As a result of the terrorist attacks of September 11, 2001 and the subsequent liability protections provided for by the Air Transportation Safety and System Stabilization Act (the Stabilization Act), American recorded a liability for these terrorist attacks claims equal to the related insurance receivable due to American. The Stabilization Act provides that, notwithstanding any other provision of law, liability for all claims, whether compensatory or punitive, arising from these terrorist attacks, against any air carrier shall not exceed the liability coverage maintained by the air carrier. As of December 31, 2016,2017, claims relating to this matter have been substantially resolved and the remaining liability and the amount of the offsetting receivable were each $974 million.

are not material.

10.  Supplemental Cash Flow Information

Supplemental disclosure of cash flow information andnon-cash investing and financing activities are as follows (in millions):

   Year Ended December 31, 
   2016   2015   2014 

Non-cash investing and financing activities:

      

Settlement of bankruptcy obligations

  $3    $63    $5,131  

Capital lease obligations

        5     747  

Supplemental information:

      

Interest paid, net of amounts capitalized

   867     787     780  

Income taxes paid

   14     19     4  

 Year Ended December 31,
 2017 2016 2015
Non-cash investing and financing activities:     
Equity investment$120
 $
 $
Settlement of bankruptcy obligations15
 3
 63
Capital lease obligations
 
 5
Supplemental information:     
Interest paid, net942
 867
 787
Income taxes paid18
 14
 19
11.  Operating Segments and Related Disclosures

American is managed as a single business unit that provides air transportation for passengers and cargo. This allows it to benefit from an integrated revenue pricing and route network that includes American and AAG’s wholly-owned and third-party regional carriers that fly under capacity purchase agreements operating as American Eagle. The flight equipment of all these carriers is combined to form one fleet that is deployed through a single route scheduling system. Financial information and annual operational plans and forecasts are prepared and reviewed by the chief


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

operating decision maker at the consolidated level. When making resource allocationoperational decisions, the chief operating decision maker evaluates flight profitability data, which considers aircraft type and route economics, but gives no weightis indifferent to the financial impactresults of the resource allocation decision on an individual carrier basis.regional carriers. The objective in making resource allocationoperational decisions is to maximize consolidated financial results, not the individual results of American or American Eagle.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

American’s operating revenues by geographic region as defined by the United StatesU.S. Department of Transportation (DOT) are summarized below (in millions):

   Year Ended December 31, 
   2016   2015   2014 

DOT Domestic

  $28,603    $28,709    $28,584  

DOT Latin America

   4,995     5,539     6,974  

DOT Atlantic

   4,769     5,146     5,652  

DOT Pacific

   1,796     1,544     1,466  
  

 

 

   

 

 

   

 

 

 

Total operating revenues

  $40,163    $40,938    $42,676  
  

 

 

   

 

 

   

 

 

 

 Year Ended December 31,
 2017 2016 2015
DOT Domestic$29,600
 $28,603
 $28,709
DOT Latin America5,422
 4,995
 5,539
DOT Atlantic5,059
 4,769
 5,146
DOT Pacific2,114
 1,796
 1,544
Total operating revenues$42,195
 $40,163
 $40,938
American attributes operating revenues by geographic region based upon the origin and destination of each flight segment. American’s tangible assets consist primarily of flight equipment, which are mobile across geographic markets and, therefore, have not been allocated.

12.  Share-based Compensation

The 2013 AAG Incentive Award Plan (the 2013 Plan) provides that awards may be in the form of an option, restricted stock award, restricted stock unit award, performance award, dividend equivalent award, deferred stock award, deferred stock unit award, stock payment award or stock appreciation right. The 2013 Plan authorizesinitially authorized the grant of awards for the issuance of up to 40 million shares. Any shares underlying awards granted under the 2013 Plan, or anypre-existing US Airways Group plan, that are forfeited, terminate or are settled in cash (in whole or in part) without the delivery of shares will again be available for grant.

American’s net incomesalaries, wages and benefits expense for the years ended December 31, 2017, 2016 and 2015 and 2014 included $90 million, $102 million $274 million and $381$274 million, respectively, of share-based compensation costs. Of the 2015 and 2014 amounts,amount, $198 million and $224 million, respectively, werewas related to awards granted to certain employees in connection with the Merger and recorded in special items, net on the accompanying consolidated statements of operations.

During 2017, 2016 2015 and 2014,2015, AAG withheld approximately 1.1 million, 1.4 million 7.0 million and 1.77.0 million shares of AAG common stock, respectively, and paid approximately $51 million, $56 million $306 million and $62$306 million, respectively, in satisfaction of certain tax withholding obligations associated with employee equity awards.

(a) Restricted Stock Unit Awards (RSUs)

AAG has granted RSUs with service conditions (time vested primarily over three years) and performance conditions. The grant-date fair value of RSUs is equal to the market price of the underlying shares of common stock on the date of grant. For time vested awards, the expense is recognized on a straight-line basis over the vesting period for the entire award. For awards with performance conditions, the expense is recognized based on the expected achievement at each reporting period. Stock-settled RSUs are classified as equity awards as the vesting results in the issuance of shares of AAG common stock. Cash-settled restricted stock unit awards (CRSUs) are classified as liability awards as the vesting results in payment of cash by AAG.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.


Stock-settled RSU award activity for all plans for the years ended December 31, 2017, 2016 2015 and 20142015 is as follows (shares in thousands):

   Number of Shares  Weighted
Average Grant
Date Fair

Value
 
   (In thousands)    

Outstanding at December 31, 2013

   23,879   $24.33  

Granted

   3,467    37.07  

Vested and released

   (4,193  23.84  

Forfeited

   (1,811  25.10  
  

 

 

  

Outstanding at December 31, 2014

   21,342   $26.43  

Granted

   2,213    46.62  

Vested and released

   (17,163  25.20  

Forfeited

   (785  27.12  
  

 

 

  

Outstanding at December 31, 2015

   5,607   $38.08  

Granted

   2,655    41.34  

Vested and released

   (2,754  34.83  

Forfeited

   (321  40.15  
  

 

 

  

Outstanding at December 31, 2016

   5,187   $41.48  
  

 

 

  

follows:

 Number of Shares 
Weighted
Average Grant
Date Fair
Value
 (In thousands)  
Outstanding at December 31, 201421,342
 $26.43
Granted2,213
 46.62
Vested and released(17,163) 25.20
Forfeited(785) 27.12
Outstanding at December 31, 20155,607
 $38.08
Granted2,655
 41.34
Vested and released(2,754) 34.83
Forfeited(321) 40.15
Outstanding at December 31, 20165,187
 $41.48
Granted2,309
 48.58
Vested and released(2,708) 39.63
Forfeited(464) 44.48
Outstanding at December 31, 20174,324
 $46.94
As of December 31, 2016,2017, there was $116$121 million of unrecognized compensation cost related to stock-settled RSUs. These costs are expected to be recognized over a weighted average period of one year. The total fair value of stock-settled RSUs vested during the years ended December 31, 2017, 2016 and 2015 and 2014 was $123 million, $107 million and $750 million, and $154 million, respectively.

As of December 31, 2016, AAG had a nominal amount of CRSUs outstanding. The total cash paid for CRSUs vested during the years ended December 31, 2016, 2015 and 2014 was less than $1 million, $10 million and $12 million, respectively.

(b) Stock Options and Stock Appreciation Rights

(SARs)

AAG assumed US Airways Group’s outstanding stock options and stock appreciation rightsSARs in connection with the Merger using an exchange ratio of one to one. These stock options and stock appreciation rightsSARs were granted with an exercise price equal to the underlying common stock’s fair value at the date of each grant, have service conditions, become exercisable over a three-year vesting period and expire if unexercised at the end of their term, which ranges from seven to ten years. During 2017, 2016 and 2015, 0.8 million, 1.7 million and 3.0 million SARs, respectively, were exercised at weighted average exercise prices of $15.71, $14.49 and $12.09, respectively, for a total intrinsic value of $27 million, $49 million and $102 million, respectively. As of December 31, 2017, AAG had 1.2 million SARs outstanding with an aggregate intrinsic value of $54 million and weighted average exercise price of $8.08 that expire between 2018 and 2020 if unexercised.
(c) ASU 2016-09: Compensation - Stock optionsCompensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
This ASU simplified the accounting for share-based payment award transactions including the financial statement presentation of excess tax benefits and stock-settled stock appreciation rights (SARs) are classified as equity awards asdeficiencies. American adopted this ASU during the exercise resultssecond quarter of 2016, which resulted in the issuancerecognition of shares$418 million of AAG common stock. Cash-settled stock appreciation rights (CSARs) are classifiedpreviously unrecognized excess tax benefits in deferred tax assets and an increase to retained earnings on the consolidated balance sheet as liability awards asof the exercise results in paymentbeginning of cash by AAG. Compensation costs were expensed on a straight-line basis over the vesting period for the entire award. There are no unrecognized compensation costs as all awards outstanding are vested.

2016.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

Stock option and SAR award activity for all plans for the years ended December 31, 2016, 2015 and 2014 is as follows (stock options and SARs in thousands):

   Stock Options  and
SARs
  Weighted
Average
Exercise Price
   Weighted Average
Remaining
Contractual Term
   Aggregate
Intrinsic Value
 
   (In thousands)      (In years)   (In millions) 

Balance at December 31, 2013

   11,158   $12.84      

Granted

             

Exercised

   (4,109  10.74      

Forfeited

             

Expired

   (42  41.73      
  

 

 

      

Balance at December 31, 2014

   7,007   $13.90      

Granted

             

Exercised

   (2,985  12.09      

Forfeited

             

Expired

   (9  45.75      
  

 

 

      

Balance at December 31, 2015

   4,013   $15.17      

Granted

             

Exercised

   (1,738  14.49      

Forfeited

             

Expired

   (180  46.19      
  

 

 

      

Balance at December 31, 2016

   2,095   $13.08     1.6    $70  
  

 

 

      

The total intrinsic value of stock options and SARs exercised during the years ended December 31, 2016, 2015 and 2014 was $49 million, $102 million and $105 million, respectively. All stock options and SARs outstanding at December 31, 2016 are vested and exercisable.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

CSAR award activity for all plans for the years ended December 31, 2016, 2015 and 2014 is as follows (CSARs in thousands):

   CSARs  Weighted
Average

Exercise Price
   Weighted Average
Remaining
Contractual Term
   Aggregate
Intrinsic  Value
 
   (In thousands)      (In years)   (In millions) 

Balance at December 31, 2013

   2,865   $6.26      

Granted

             

Exercised

   (1,254  6.18      

Forfeited

             

Expired

             
  

 

 

      

Balance at December 31, 2014

   1,611   $6.33      

Granted

             

Exercised

   (760  6.31      

Forfeited

             

Expired

             
  

 

 

      

Balance at December 31, 2015

   851   $6.35      

Granted

             

Exercised

   (501  5.24      

Forfeited

             

Expired

             
  

 

 

      

Balance at December 31, 2016

   350   $7.94     1.0    $14  
  

 

 

      

As of December 31, 2016, the weighted average fair value of outstanding CSARs was $38.57 per share and the related liability was $13 million. These CSARs are fully vested and exercisable and will continue to be remeasured at fair value at each reporting date until all awards are settled. Total cash paid for CSARs exercised during the years ended December 31, 2016, 2015 and 2014 was $18 million, $31 million and $42 million, respectively.


13.  Valuation and Qualifying Accounts (in millions)

   Balance at
Beginning of

Year
   Changes
Charged to
Statement of
Operations

Accounts
   Write-offs
(Net of
Recoveries)
  Sales,
Retirements

and
Transfers
   Balance
at End
of Year
 

Allowance for obsolescence of inventories

         

Year ended December 31, 2016

  $689    $28    $   $3    $720  

Year ended December 31, 2015

   638     42         9     689  

Year ended December 31, 2014

   504     135     (2  1     638  

Allowance for uncollectible accounts

         

Year ended December 31, 2016

  $37    $47    $(49 $    $35  

Year ended December 31, 2015

   14     45     (22       37  

Year ended December 31, 2014

   40     3     (29       14  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

 Balance at Beginning of Year Changes Charged to Statement of Operations Accounts 
Write-offs
(Net of Recoveries)
 Sales, Retirements and Transfers Balance at End of Year
Allowance for obsolescence of spare parts         
Year ended December 31, 2017$720
 $18
 $
 $(21) $717
Year ended December 31, 2016689
 28
 
 3
 720
Year ended December 31, 2015638
 42
 
 9
 689
Allowance for uncollectible accounts         
Year ended December 31, 2017$35
 $41
 $(55) $
 $21
Year ended December 31, 201637
 47
 (49) 
 35
Year ended December 31, 201514
 45
 (22) 
 37
14.  Quarterly Financial Data (Unaudited)

Unaudited summarized financial data by quarter for 20162017 and 20152016 (in millions):

   First Quarter   Second Quarter   Third Quarter   Fourth Quarter 

2016

        

Operating revenues

  $9,427    $10,360    $10,591    $9,786  

Operating expenses

   8,104     8,603     9,159     8,995  

Operating income

   1,323     1,757     1,432     791  

Net income

   710     972     758     341  

2015

        

Operating revenues

  $9,811    $10,814    $10,694    $9,619  

Operating expenses

   8,610     8,893     8,691     8,555  

Operating income

   1,201     1,921     2,003     1,064  

Net income

   937     1,709     1,723     3,751  

 First Quarter Second Quarter Third Quarter Fourth Quarter
2017       
Operating revenues$9,621
 $11,102
 $10,875
 $10,597
Operating expenses9,017
 9,575
 9,650
 9,921
Operating income604
 1,527
 1,225
 676
Net income263
 827
 649
 183
        
2016       
Operating revenues$9,427
 $10,360
 $10,591
 $9,786
Operating expenses8,104
 8,603
 9,159
 8,995
Operating income1,323
 1,757
 1,432
 791
Net income710
 972
 758
 341
American’s fourth quarter 2017 results include $384 million of total net special items that principally included a $123 million charge for the $1,000 cash bonus and associated payroll taxes granted to mainline employees as of December 31, 2017 in recognition of the 2017 Tax Act, $81 million of Merger integration expenses, $58 million of fleet restructuring expenses, a $20 million net charge resulting from fair value adjustments to bankruptcy obligations and a $93 million special non-cash charge to income tax expense to reflect the impact on American’s deferred tax assets and liabilities resulting from the 2017 Tax Act.
American’s fourth quarter 2016 results include $273 million of total net special charges consistingitems that principally ofincluded $121 million of Merger integration expenses, $104 million of fleet restructuring expenses and a $47 million net charge consisting ofmark-to-marketresulting from fair value adjustments forto bankruptcy obligations.

American’s fourth quarter 2015 results include $2.5 billion of total net special credits consisting principally of a $3.5 billionnon-cash tax benefit recorded in connection with the reversal of American’s tax valuation allowance, offset in part by a nonoperating net special charge of $592 million to write off all of the value of Venezuelan bolivars held by American due to continued lack of repatriations and deterioration of economic conditions in Venezuela and $447 million in total operating special charges primarily consisting of Merger integration expenses and fleet restructuring expenses.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

15.  Transactions with Related Parties

The following represents the net receivables (payables) to related parties (in millions):

   December 31, 
   2016  2015 

AAG(1)

  $8,981   $4,489  

AAG’s wholly-owned subsidiaries(2)

   (2,171  (2,508
  

 

 

  

 

 

 

Total

  $6,810   $1,981  
  

 

 

  

 

 

 

 December 31,
 2017 2016
AAG (1)
$10,968
 $8,981
AAG’s wholly-owned subsidiaries (2)
(2,146) (2,171)
Total$8,822
 $6,810
(1) 

The increase in American’s net related party receivable from AAG is primarily due to American providing the cash funding for AAG’s share repurchase and dividend programs.

(2) 

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.

Pursuant to a capacity purchase agreement between American and AAG’s wholly-owned regional airlines operating as American Eagle, American purchases all of the capacity from these carriers and recognizes passenger revenue from flights operated by American Eagle. In 2017, 2016 2015 and 2014,2015, American recognized expense of approximately $1.5$1.7 billion, $1.2$1.5 billion and $1.2 billion, respectively, related to wholly-owned regional airline capacity purchase agreements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.

16.  Subsequent Events

2017-1 EETCs

In January 2017, American created three pass-through trusts which issued approximately $983 million aggregate principal amount of Series2017-1 Class AA, Class A and Class B EETCs (the2017-1 EETCs) in connection with the financing of 24 aircraft scheduled to be delivered to American between January 2017 and May 2017 (the2017-1 Aircraft). A portion of the proceeds received from the sale of the2017-1 EETCs has been used to acquire Series AA, A and B equipment notes issued by American to the pass-through trusts and the balance of such proceeds is being held in escrow for the benefit of the holders of the2017-1 EETCs until such time as American issues additional Series AA, A and B equipment notes to the pass-through trusts, which will purchase the equipment notes with escrowed funds. These escrowed funds are not guaranteed by American and are not reported as debt on its consolidated balance sheet because the proceeds held by the depository are not American’s assets.

Series AA equipment notes bear interest at 3.65% per annum, Series A equipment notes bear interest at 4.00% per annum and Series B equipment notes bear interest at 4.95% per annum. Interest and principal payments on the equipment notes will be payable semi-annually in February and August of each year, with interest payments beginning in August 2017 and principal payments beginning in February 2018. The final payments on the Series AA and Series A equipment notes are due in February 2029 and the final payment on the Series B equipment notes is due in February 2025. The equipment notes are secured by liens on the2017-1 Aircraft.



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.  CONTROLS

AND PROCEDURES

ITEM 9A.  CONTROLS AND PROCEDURES
Management’s Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures” is defined in Rules13a-15(e) and15d-15(e) of 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. An evaluation of the effectiveness of AAG’s and American’s disclosure controls and procedures as of December 31, 20162017 was performed under the supervision and with the participation of AAG’s and American’s management, including AAG’s and American’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Based on that evaluation, AAG’s and American’s management, including AAG’s and American’s CEO and CFO, concluded that AAG’s and American’s disclosure controls and procedures were effective as of December 31, 2016.

2017.

Changes in Internal Control over Financial Reporting

On December 9, 2013, AAG acquired US Airways Group and its subsidiaries. We are still in the process of integrating certain processes, technology and operations for the post-Merger combined company, and we will continue to evaluate the impact of any related changes to our internal control over financial reporting. For the year ended December 31, 2016,2017, there has been no change in AAG’s or American’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, AAG’s and American’s internal control over financial reporting.

Limitation on the Effectiveness of Controls

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 the CEO and CFO of AAG and American believe that our disclosure controls and procedures were effective at the “reasonable assurance” level as of December 31, 2016.

2017.

Management’s Annual Report on Internal Control over Financial Reporting

Management of AAG and American is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules13a-15(f) and15d-15(f) under the Exchange Act. AAG’s and American’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. AAG’s and American’s internal control over financial reporting includes policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of AAG or American, respectively;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of AAG or American are being made only in accordance with authorizations of management and directors of AAG or American, respectively; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of AAG’s or American’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of AAG’s and American’s internal control over financial reporting as of December 31, 2016.2017. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its Internal Control – Integrated Framework (2013 Framework).

Based on our assessment and those criteria, AAG’s and American’s management concludes that AAG and American, respectively, maintained effective internal control over financial reporting as of December 31, 2016.

2017.



AAG’s and American’s independent registered public accounting firm has issued an attestation report on the effectiveness of AAG’s and American’s internal control over financial reporting. That report has been included herein.



Report of Independent Registered Public Accounting Firm

The

To the Stockholders and Board of Directors and Stockholders

American Airlines Group Inc.:


Opinion on Internal Control Over Financial Reporting
We have audited American Airlines Group Inc.’s and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2016,2017, based on criteria established inInternal ControlIntegrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the consolidated financial statements), and our report dated February 21, 2018 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/    KPMG LLP
Dallas, Texas
February 21, 2018


Report of Independent Registered Public Accounting Firm
To the Stockholder and Board of Directors
American Airlines, Inc.:

Opinion on Internal Control Over Financial Reporting
We have audited American Airlines, Inc.’s and subsidiaries’ (American) internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, American Airlines Group Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016,2017, based on criteria established inInternal ControlIntegrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the CompanyAmerican as of December 31, 20162017 and 2015, and2016, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’stockholder’s equity (deficit) for each of the years in the three-year period ended December 31, 2016,2017, and the related notes (collectively, the consolidated financial statements), and our report dated February 22, 201721, 2018 expressed an unqualified opinion on those consolidated financial statements.

/s/    KPMG LLP

Dallas, Texas

February 22, 2017

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholder

American Airlines, Inc.:

We have audited American Airlines, Inc.’s (American) internal control over financial reporting as of December 31, 2016, based on criteria established inInternal Control –Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Basis for Opinion
American’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on American’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to American in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, American Airlines, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established inInternal Control –Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of American as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, cash flows, and stockholder’s equity (deficit) for each of the years in the three-year period ended December 31, 2016, and our report dated February 22, 2017 expressed an unqualified opinion on those consolidated financial statements.

/s/    KPMG LLP

Dallas, Texas

February 22, 2017

21, 2018




PART III

ITEM 10.  DIRECTORS,EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Except as stated below, the information required by this Item will be set forth in the Proxy Statement under the captions “Proposal 1 – Election of Directors,” “Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Information About the Board of Directors and Corporate Governance” and is incorporated by reference into this Annual Report on Form10-K.

American Airlines Group and American have adopted Standards of Business Conduct (the Ethics Standards) within the meaning of Item 406(b) of RegulationS-K. The Ethics Standards apply to all officers and employees of American Airlines Group Inc. and its subsidiaries, including American. The Ethics Standards are available on our website atwww.aa.com. If we make substantive amendments to the Ethics Standards or grant any waiver, including any implicit waiver, to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form8-K in accordance with applicable rules and regulations.

ITEM 11.  EXECUTIVE COMPENSATION

The information required by this Item will be set forth in the Proxy Statement under the captions “Risk Assessment with Respect to Compensation Practices,” “Director Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation” and “Compensation Committee Report” and is incorporated by reference into this Annual Report on Form10-K.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Except as stated below, the information required by this Item will be set forth in the Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” and is incorporated by reference into this Annual Report on Form10-K.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item will be set forth in the Proxy Statement under the captions “Certain Relationships and Related Party Transactions” and “Information About the Board of Directors and Corporate Governance” and is incorporated by reference into this Annual Report on Form10-K.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item will be set forth in the Proxy Statement under the caption “Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm” and is incorporated by reference into this Annual Report on Form10-K.



PART IV

ITEM 15.  EXHIBITSAND FINANCIAL STATEMENT SCHEDULES

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Consolidated Financial Statements

The following consolidated financial statements of American Airlines Group Inc. and Independent Auditors’ Report are filed as part of this report:

The following consolidated financial statements of American Airlines, Inc. and Independent Auditors’ Report are filed as part of this report:

Schedules not included have been omitted because they are not applicable or because the required information is included in the Consolidated Financial Statements or notes thereto.



Exhibits

The exhibits listed in the Exhibit Index following the signature pages to this report are filed as part of, or incorporated by reference into, this report.

Exhibits required to be filed by Item 601 of RegulationS-K: Where the amount of securities authorized to be issued under any of our long-term debt agreements does not exceed 10 percent of our assets, pursuant to paragraph (b)(4) of Item 601 of RegulationS-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.

ITEM 16.  FORM
Exhibit
Number
Description
2.1
2.2
2.3
2.4
2.5
2.6
3.1
3.2
3.3
3.4
4.1
4.2
4.3
4.4
4.5
4.6

None



Exhibit
Number
Description
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20


Exhibit
Number
Description
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
4.33


Exhibit
Number
Description
4.34
4.35
4.36
4.37
4.38
4.39
4.40
4.41
4.42
4.43
4.44
4.45
4.46
4.47
4.48
4.49


Exhibit
Number
Description
4.50
4.51
4.52
4.53
4.54
4.55
4.56
4.57
4.58
4.59
4.60
4.61
4.62
4.63


Exhibit
Number
Description
4.64
4.65
4.66
4.67
4.68
4.69
4.70
4.71
4.72
4.73
4.74
4.75
4.76


Exhibit
Number
Description
4.77
4.78
4.79
4.80
4.81
4.82
4.83
4.84
4.85
4.86
4.87
4.88
4.89
4.90


Exhibit
Number
Description
4.91
4.92
4.93
4.94
4.95
4.96
4.97
4.98
4.99
4.100
4.101
4.102
4.103
4.104
4.105


Exhibit
Number
Description
4.106
4.107
4.108
4.109
4.110
4.111
4.112
4.113
4.114
4.115
4.116
4.117
4.118
4.119


Exhibit
Number
Description
4.120
4.121
4.122
4.123
4.124
4.125
4.126
4.127
4.128
4.129
4.130
4.131
4.132
4.133


Exhibit
Number
Description
4.134
4.135
4.136
4.137
4.138
4.139
4.140
4.141
4.142
4.143
4.144
4.145
4.146
4.147
4.148


Exhibit
Number
Description
4.149
4.150
4.151
4.152
4.153
4.154
4.155
4.156
4.157
4.158
4.159
4.160
4.161
4.162
4.163


Exhibit
Number
Description
4.164
4.165
4.166
4.167
4.168
4.169
4.170
4.171
4.172
4.173
4.174
4.175
4.176
4.177
4.178


Exhibit
Number
Description
4.179
4.180
4.181
4.182
4.183
4.184
4.185
4.186
4.187
4.188
4.189
4.190
4.191


Exhibit
Number
Description
4.192
4.193
4.194
4.195
4.196
10.1
10.2
10.3
10.4
10.5
10.6
10.7


Exhibit
Number
Description
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20


Exhibit
Number
Description
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
10.36


Exhibit
Number
Description
10.37
10.38
10.39
10.40
10.41
10.42
10.43
10.44
10.45
10.46
10.47
10.48
10.49
10.50


Exhibit
Number
Description
10.51
10.52
10.53
10.54
10.55
10.56
10.57
10.58
10.59
10.60
10.61
10.62
10.63
10.64
10.65


Exhibit
Number
Description
10.66
10.67
10.68
10.69
10.70
10.71
10.72
10.73
10.74
10.75
10.76
10.77
10.78
10.79
10.80
10.81
10.82
10.83
10.84
10.85
10.86


Exhibit
Number
Description
10.87
10.88
12.1
12.2
14.1
21.1
23.1
24.1
31.1
31.2
31.3
31.4
32.1
32.2
101.1Interactive data files pursuant to Rule 405 of Regulation S-T.
#Pursuant to Item 601(b)(2) of Regulation S-K promulgated by the Securities and Exchange Commission, certain exhibits and schedules to this agreement have been omitted. Such exhibits and schedules are described in the referenced agreement. AAG and American hereby agree to furnish to the Securities and Exchange Commission, upon its request, any or all of such omitted exhibits or schedules.
*
Confidential treatment has been granted with respect to certain portions of this agreement.

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

Management contract or compensatory plan or arrangement.


ITEM 16.  FORM 10-K SUMMARY
None.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: February 22, 201721, 2018By:

By:

/s/    W. Douglas Parker

 W. Douglas Parker
 Chairman and Chief Executive Officer
 (Principal Executive Officer)

Pursuant to the requirements of Section 13 or 15(d) 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: February 22, 201721, 2018By:

By:

/s/    W. Douglas Parker

 W. Douglas Parker
 Chairman and Chief Executive Officer
 (Principal Executive Officer)



KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints W. Douglas Parker and Derek J. Kerr and each or any of them, his or her true and lawful attorneys and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to the Registrants’ Annual Report on Form10-K for the fiscal year ended December 31, 2016,2017, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each or any of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Date: February 22, 2017

21, 2018

/s/    W. Douglas Parker

 W. Douglas Parker
 Chairman and Chief Executive Officer
 (Principal Executive Officer)

Date: February 22, 2017

21, 2018

/s/    Derek J. Kerr

 Derek J. Kerr
 Executive Vice President and Chief Financial Officer
 (Principal Financial and Accounting Officer)

Date: February 22, 2017

21, 2018

/s/    James F. Albaugh

 James F. Albaugh, Director

Date: February 22, 2017

21, 2018

/s/    Jeffrey D. Benjamin

 Jeffrey D. Benjamin, Director

Date: February 22, 2017

21, 2018

/s/    John T. Cahill

 John T. Cahill, Director

Date: February 22, 2017

21, 2018

/s/    Michael J. Embler

 Michael J. Embler, Director

Date: February 22, 2017

21, 2018

/s/    Matthew J. Hart

 Matthew J. Hart, Director

Date: February 22, 2017

21, 2018

/s/    Alberto Ibargüen

 Alberto Ibargüen, Director

Date: February 22, 2017

21, 2018

/s/    Richard C. Kraemer

 Richard C. Kraemer, Director



Date: February 22, 2017

21, 2018

/s/    Susan D. Kronick

 Susan D. Kronick, Director

Date: February 22, 2017

21, 2018

/s/    Martin H. Nesbitt

 Martin H. Nesbitt, Director

Date: February 22, 2017

21, 2018

/s/    Denise M. O’Leary

 Denise M. O’Leary, Director

Date: February 22, 2017

21, 2018

/s/    Ray M. Robinson

 Ray M. Robinson, Director

Date: February 22, 2017

21, 2018

/s/    Richard P. Schifter

 Richard P. Schifter, Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of American Airlines, Inc. and in the capacities and on the dates noted:

Date: February 22, 2017

21, 2018

/s/    W. Douglas Parker

W. Douglas Parker

Chairman and Chief Executive Officer

(Principal Executive Officer)

Date: February 22, 2017

21, 2018

/s/    Derek J. Kerr

Derek J. Kerr

Executive Vice President and Chief Financial

Officer

(Principal Financial and Accounting Officer)

Date: February 22, 2017

21, 2018

/s/    Stephen L. Johnson

Stephen L. Johnson, Director

Date: February 22, 2017

21, 2018

/s/    Robert D. Isom

Robert D. Isom, Director

EXHIBIT INDEX

Exhibit
Number

Description

  2.1Confirmation Order and Plan (incorporated by reference to Exhibit 2.1 to AMR’s Current Report on Form8-K filed on October 23, 2013 (Commission FileNo. 1-8400)).
  2.2Agreement and Plan of Merger, dated as of February 13, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (incorporated by reference to Exhibit 2.1 to US Airways Group’s Current Report on Form8-K/A filed on February 14, 2013 (Commission FileNo. 1-8444)).#
  2.3Amendment to Agreement and Plan of Merger, dated as of May 15, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (incorporated by reference to Exhibit 2.1 to US Airways Group’s Current Report on Form8-K filed on May 16, 2013 (Commission FileNo. 1-8444)).
  2.4Second Amendment to Agreement and Plan of Merger, dated as of June 7, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (incorporated by reference to Exhibit 2.1 to US Airways Group’s Current Report on Form8-K filed on June 12, 2013 (Commission FileNo. 1-8444)).
  2.5Third Amendment to Agreement and Plan of Merger, dated as of September 20, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (incorporated by reference to Exhibit 2.1 to US Airways Group’s Current Report on Form8-K filed on September 23, 2013 (Commission FileNo. 1-8444)).
  2.6Agreement and Plan of Merger, dated as of December 28, 2015, between American Airlines, Inc. and US Airways, Inc. (incorporated by reference to Exhibit 2.1 to AAG’s Current Report on Form8-K filed on December 31, 2015 (Commission FileNo. 1-8400)).
  3.1Restated Certificate of Incorporation of American Airlines Group Inc., including the Certificate of Designations, Powers, Preferences and Rights of the American Airlines Group Inc. Series A Convertible Preferred Stock attached as Annex I thereto (incorporated by reference to Exhibit 3.1 to AAG’s Current Report on Form8-K filed on December 9, 2013 (Commission FileNo. 1-8400)).
  3.2Second Amended and Restated Bylaws of American Airlines Group Inc. (incorporated by reference to Exhibit 3.1 to AAG’s Current Report on Form8-K filed on January 30, 2017 (Commission FileNo. 001-08400)).
  3.3Amended and Restated Certificate of Incorporation of American Airlines, Inc. (incorporated by reference to Exhibit 3.3 to AAG’s Annual Report on Form10-K for the year ended December 31, 2013 (Commission FileNo. 1-8400)).
  3.4Amended and Restated Bylaws of American Airlines, Inc. (incorporated by reference to Exhibit 3.4 to AAG’s Annual Report on Form10-K for the year ended December 31, 2013 (Commission FileNo. 1-8400)).
  4.1Pass Through Trust Agreement, dated as of March 12, 2013, between American Airlines, Inc. and Wilmington Trust Company (incorporated by reference to Exhibit 4.1 to AMR’s Current Report on Form8-K filed on March 12, 2013 (Commission FileNo. 1-8400)).
  4.2Trust Supplement No.2013-2B, dated as of November 27, 2013, among American Airlines, Inc. and Wilmington Trust Company, as Class B Trustee, to the Pass Through Trust Agreement, dated as of March 12, 2013 (incorporated by reference to Exhibit 4.2 to AMR’s Current Report on Form8-K filed on November 27, 2013 (Commission FileNo. 1-8400)).

Exhibit
Number

Description

  4.3Form of Pass Through Trust Certificate, Series2013-2B (included in Exhibit A to Exhibit 4.2) (incorporated by reference to Exhibit 4.3 to AMR’s Current Report on Form8-K filed on November 27, 2013 (Commission FileNo. 1-8400)).
  4.4Revolving Credit Agreement(2013-2B), dated as of November 27, 2013, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for Trustee of American Airlines Pass Through Trust2013-2B and as Borrower, and Morgan Stanley Bank, N.A., as Class B Liquidity Provider (incorporated by reference to Exhibit 4.5 to AMR’s Current Report on Form8-K filed on November 27, 2013 (Commission FileNo. 1-8400)).
  4.5Participation Agreement (N907AN), dated as of September 9, 2013, among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements in effect as of the date thereof, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein (incorporated by reference to Exhibit 4.6 to AMR’s Current Report on Form8-K filed on November 27, 2013 (CommissionFile No. 1-8400)).
  4.6Indenture and Security Agreement (N907AN), dated as of September 9, 2013, between American Airlines, Inc. and Wilmington Trust Company, as Loan Trustee (incorporated by reference to Exhibit 4.7 to AMR’s Current Report on Form8-K filed on November 27, 2013 (Commission FileNo. 1-8400)).
  4.7First Amendment to Participation Agreement (N907AN), dated as of November 27, 2013, among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein (incorporated by reference to Exhibit 4.8 to AMR’s Current Report on Form8-K filed on November 27, 2013 (Commission FileNo. 1-8400)).
  4.8First Amendment to Indenture and Security Agreement (N907AN), dated as of November 27, 2013, between American Airlines, Inc. and Wilmington Trust Company, as Loan Trustee (incorporated by reference to Exhibit 4.9 to AMR’s Current Report onForm 8-K filed on November 27, 2013 (Commission FileNo. 1-8400)).
  4.9Series2013-2A N907AN Equipment Note No. 1, dated as of September 9, 2013 (incorporated by reference to Exhibit 4.10 to AMR’s Current Report on Form8-K filed on November 27, 2013 (Commission FileNo. 1-8400)).
  4.10Series2013-2B N907AN Equipment Note No. 1, dated as of November 27, 2013 (incorporated by reference to Exhibit 4.11 to AMR’s Current Report on Form8-K filed on November 27, 2013 (Commission FileNo. 1-8400)).
  4.11Registration Rights Agreement, dated as of November 27, 2013, among American Airlines, Inc., Wilmington Trust Company, as Trustee under Trust Supplement No.2013-2B, dated as of November 27, 2013, and Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, in their capacity as representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.12 to AMR’s Current Report onForm 8-K filed on November 27, 2013 (Commission FileNo. 1-8400)).

Exhibit
Number

Description

  4.12Schedule I (Pursuant to Instruction 2 to Item 6.01 of RegulationS-K, this Schedule I contains a list of documents applicable to the financing of the Aircraft in connection with the offering of the Class B Certificates, which documents are substantially identical to those filed herewith as Exhibits 4.12, 4.13, 4.15, 4.16, 4.18 and 4.19. Schedule I sets forth the details by which such documents differ from the corresponding Exhibits) (incorporated by reference to Exhibit 99.2 to AMR’s Current Report on Form8-K filed on November 27, 2013 (Commission FileNo. 1-8400)).
  4.13Trust Supplement No.2013-2C, dated as of December 20, 2013, among American Airlines, Inc. and Wilmington Trust Company, as Class C Trustee, to the Pass Through Trust Agreement, dated as of March 12, 2013 (incorporated by reference to Exhibit 4.2 to AMR’s Current Report on Form8-K filed on December 20, 2013 (Commission FileNo. 1-8400)).
  4.14Form of Pass Through Trust Certificate, Series2013-2C (included in Exhibit A to Exhibit 4.14) (incorporated by reference to Exhibit 4.3 to AMR’s Current Report on Form8-K filed on December 20, 2013 (Commission FileNo. 1-8400)).
  4.15Amended and Restated Intercreditor Agreement(2013-2), dated as of December 20, 2013, among Wilmington Trust Company, as Trustee of American Airlines Pass Through Trust2013-2A, American Airlines Pass Through Trust2013-2B and American Airlines Pass Through Trust2013-2C, Morgan Stanley Bank, N.A., as Class A Liquidity Provider and as Class B Liquidity Provider, and Wilmington Trust Company, as Subordination Agent (incorporated by reference to Exhibit 4.4 to AMR’s Current Report on Form8-K filed on December 20, 2013 (Commission FileNo. 1-8400)).
  4.16Second Amendment to Participation Agreement (N907AN), dated as of December 20, 2013, among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein (incorporated by reference to Exhibit 4.9 to AMR’s Current Report on Form8-K filed on December 20, 2013 (Commission FileNo. 1-8400)).
  4.17Second Amendment to Indenture and Security Agreement (N907AN), dated as of December 20, 2013, between American Airlines, Inc. and Wilmington Trust Company, as Loan Trustee (incorporated by reference to Exhibit 4.10 to AMR’s Current Report onForm 8-K filed on December 20, 2013 (Commission FileNo. 1-8400)).
  4.18Series2013-2C N907AN Equipment Note No. 1, dated as of December 20, 2013 (incorporated by reference to Exhibit 4.11 to AMR’s Current Report on Form8-K filed on December 20, 2013 (Commission FileNo. 1-8400)).
  4.19Registration Rights Agreement, dated as of December 20, 2013, among American Airlines, Inc., Wilmington Trust Company, as Trustee under Trust Supplement No.2013-2C, dated as of December 20, 2013, and Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, in their capacity as representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.12 to AMR’s Current Report onForm 8-K filed on December 20, 2013 (Commission FileNo. 1-8400)).

Exhibit
Number

Description

  4.20Schedule I (Pursuant to Instruction 2 to Item 6.01 of RegulationS-K, this Schedule I contains a list of documents applicable to the financing of the Aircraft in connection with the offering of the Class C Certificates, which documents are substantially identical to those filed herewith as Exhibits 4.14, 4.17 and 4.20. Schedule I sets forth the details by which such documents differ from the corresponding Exhibits) (incorporated by reference to Exhibit 99.2 to AMR’s Current Report on Form8-K filed on December 20, 2013 (Commission FileNo. 1-8400)).
  4.21Indenture, dated as of May 24, 2013, between US Airways Group, Inc. and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to US Airways Group’s Current Report on Form8-K filed on May 24, 2013 (CommissionFile No. 1-8444)).
  4.22First Supplemental Indenture, dated as of May 24, 2013, among US Airways Group, Inc., US Airways, Inc. and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to US Airways Group’s Current Report on Form8-K filed on May 24, 2013 (Commission FileNo. 1-8444)).
  4.23Second Supplemental Indenture dated as of December 9, 2013, among US Airways Group, Inc., AMR Corporation Airlines Group Inc. and Wilmington Trust, National Association, as trustee, to the Indenture, dated as of May 24, 2013 (incorporated by reference to Exhibit 4.1 to AAG’s Current Report on Form8-K filed on December 9, 2013 (Commission FileNo. 1-8000)).
  4.24Third Supplemental Indenture, dated as of December 30, 2015, among American Airlines Group Inc., American Airlines, Inc. and Wilmington Trust, National Association, as trustee, to the Indenture dated as of May 24, 2013 (incorporated by reference to Exhibit 4.1 to AAG’s Current Report on Form8-K filed on December 31, 2015 (Commission FileNo. 1-8400)).
  4.25Pass Through Trust Agreement, dated as of September 16, 2014, between American Airlines, Inc. and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to American’s Current Report on Form8-K filed on September 17, 2014 (Commission FileNo. 1-2691)).
  4.26Trust Supplement No.2014-1A, dated as of September 16, 2014, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014 (incorporated by reference to Exhibit 4.2 to American’s Current Report on Form8-K filed on September 17, 2014 (CommissionFile No. 1-2691)).
  4.27Trust Supplement No.2014-1B, dated as of September 16, 2014, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014 (incorporated by reference to Exhibit 4.3 to American’s Current Report on Form8-K filed on September 17, 2014 (CommissionFile No. 1-2691)).

Exhibit
Number

Description

  4.28Intercreditor Agreement(2014-1), dated as of September 16, 2014, among Wilmington Trust Company, as Trustee of the American Airlines Pass Through Trust2014-1A and as Trustee of the American Airlines Pass Through Trust2014-1B, Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as Class A Liquidity Provider and Class B Liquidity Provider, and Wilmington Trust Company, as Subordination Agent (incorporated by reference to Exhibit 4.4 to American’s Current Report on Form8-K filed on September 17, 2014 (Commission FileNo. 1-2691)).
  4.29Amendment No. 1 to Intercreditor Agreement(2014-1), dated as of June 24, 2015, among American Airlines, Inc., Credit Agricole Corporate and Investment Bank, as Class A and Class B liquidity provider and Wilmington Trust Company, as subordination agent and trustee (incorporated by reference to Exhibit 10.6 to AAG’s Quarterly Report on Form10-Q for the quarter ended June 30, 2015 (Commission FileNo. 1-8400)).
  4.30Note Purchase Agreement, dated as of September 16, 2014, among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust, National Association, as Escrow Agent, and Wilmington Trust Company, as Paying Agent (incorporated by reference to Exhibit 4.9 to American’s Current Report on Form8-K filed on September 17, 2014 (Commission FileNo. 1-2691)).
  4.31Form of Participation Agreement (Participation Agreement among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein) (Exhibit B to Note Purchase Agreement) (incorporated by reference to Exhibit 4.10 to American’s Current Report on Form8-K filed on September 17, 2014 (Commission FileNo. 1-2691)).
  4.32Form of Indenture and Security Agreement (Indenture and Security Agreement between American Airlines, Inc., and Wilmington Trust Company, as Loan Trustee) (Exhibit C to Note Purchase Agreement) (incorporated by reference to Exhibit 4.11 to American’s Current Report on Form8-K filed on September 17, 2014 (Commission FileNo. 1-2691)).
  4.33Revolving Credit Agreement(2014-1A), dated as of September 16, 2014, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust2014-1A, as Borrower, and Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as Liquidity Provider (incorporated by reference to Exhibit 4.14 to American’s Current Report on Form8-K filed on September 17, 2014 (Commission FileNo. 1-2691)).
  4.34Revolving Credit Agreement(2014-1B), dated as of September 16, 2014, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust2014-1B, as Borrower, and Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as Liquidity Provider (incorporated by reference to Exhibit 4.15 to American’s Current Report on Form8-K filed on September 17, 2014 (Commission FileNo. 1-2691)).
  4.35Indenture, dated as of September 25, 2014, among American Airlines Group Inc., the Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to AAG’s Current Report on Form8-K filed on September 26, 2014 (Commission FileNo. 1-8400)).

Exhibit
Number

Description

  4.36First Supplemental Indenture, dated as of December 30, 2015, among American Airlines Group Inc., American Airlines, Inc. and Wilmington Trust, National Association, as trustee, to the Indenture dated as of September 25, 2014 (incorporated by reference to Exhibit 4.2 to AAG’s Current Report on Form8-K filed on December 31, 2015 (CommissionFile No. 1-8400)).
4.37Indenture, dated as of March 5, 2015, among American Airlines Group Inc., the Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to AAG’s Current Report on Form8-K filed on March 12, 2015 (Commission FileNo. 1-8400)).
  4.38Form of 6.125% Senior Notes due 2018 (incorporated by reference to Exhibit 4.3 to US Airways Group’s Current Report on Form8-K filed on May 24, 2013 (CommissionFile No. 1-8444)).
  4.39Form of 5.50% Senior Notes due 2019 (incorporated by reference to Exhibit 4.2 to AAG’s Current Report on Form8-K filed on September 26, 2014 (Commission FileNo. 1-8400)).
  4.40Form of 4.625% Senior Notes due 2020 (incorporated by reference to Exhibit 4.2 to AAG’s Current Report on Form8-K filed on March 12, 2015 (Commission FileNo. 1-8400)).
  4.41First Supplemental Indenture, dated as of December 30, 2015, among American Airlines Group Inc., American Airlines, Inc. and Wilmington Trust, National Association, as trustee, to the Indenture dated as of March 5, 2015 (incorporated by reference to Exhibit 4.3 to AAG’s Current Report on Form8-K filed on December 31, 2015 (Commission FileNo. 1-8400)).
  4.42Trust Supplement No.2015-1A, dated as of March 16, 2015, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014 (incorporated by reference to Exhibit 4.2 to American’s Current Report on Form8-K filed on March 16, 2015 (Commission FileNo. 1-2691)).
  4.43Trust Supplement No.2015-1B, dated as of March 16, 2015, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014 (incorporated by reference to Exhibit 4.3 to American’s Current Report on Form8-K filed on March 16, 2015 (Commission FileNo. 1-2691)).
  4.44Intercreditor Agreement(2015-1), dated as of March 16, 2015, among Wilmington Trust Company, as Trustee of the American Airlines Pass Through Trust2015-1A and as Trustee of the American Airlines Pass Through Trust2015-1B, Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as Class A Liquidity Provider and Class B Liquidity Provider, and Wilmington Trust Company, as Subordination Agent (incorporated by reference to Exhibit 4.4 to American’s Current Report on Form8-K filed on March 16, 2015 (Commission FileNo. 1-2691)).
  4.45Note Purchase Agreement, dated as of March 16, 2015, among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust, National Association, as Escrow Agent, and Wilmington Trust Company, as Paying Agent (incorporated by reference to Exhibit 4.9 to American’s Current Report on Form8-K filed on March 16, 2015 (Commission FileNo. 1-2691)).

Exhibit
Number

Description

  4.46Form of Participation Agreement (Participation Agreement among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein) (incorporated by reference to Exhibit 4.10 to American’s Current Report on Form8-K filed on March 16, 2015 (Commission FileNo. 1-2691)).
  4.47Form of Indenture and Security Agreement (Indenture and Security Agreement between American Airlines, Inc., and Wilmington Trust Company, as Loan Trustee) (incorporated by reference to Exhibit 4.11 to American’s Current Report on Form8-K filed on March 16, 2015 (Commission FileNo. 1-2691)).
  4.48Form of Pass Through Trust Certificate, Series2015-1A (incorporated by reference to Exhibit 4.12 to American’s Current Report on Form8-K filed on March 16, 2015 (Commission FileNo. 1-2691)).
  4.49Form of Pass Through Trust Certificate, Series2015-1B (incorporated by reference to Exhibit 4.13 to American’s Current Report on Form8-K filed on March 16, 2015 (Commission FileNo. 1-2691)).
  4.50Revolving Credit Agreement(2015-1A), dated as of March 16, 2015, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust2015-1A, as Borrower, and Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as Liquidity Provider (incorporated by reference to Exhibit 4.14 to American’s Current Report on Form8-K filed on March 16, 2015 (Commission FileNo. 1-2691)).
  4.51Revolving Credit Agreement(2015-1B), dated as of March 16, 2015, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust2015-1B, as Borrower, and Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as Liquidity Provider (incorporated by reference to Exhibit 4.15 to American’s Current Report on Form8-K filed on March 16, 2015 (Commission FileNo. 1-2691)).
  4.52Trust Supplement No.2015-2AA, dated as of September 24, 2015, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014 (incorporated by reference to Exhibit 4.2 to American’s Current Report on Form8-K filed on September 24, 2015 (CommissionFile No. 1-2691)).
  4.53Trust Supplement No.2015-2A, dated as of September 24, 2015, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014 (incorporated by reference to Exhibit 4.3 to American’s Current Report on Form8-K filed on September 24, 2015 (CommissionFile No. 1-2691)).
  4.54Trust Supplement No.2015-2B, dated as of September 24, 2015, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014 (incorporated by reference to Exhibit 4.4 to American’s Current Report on Form8-K filed on September 24, 2015 (CommissionFile No. 1-2691)).

Exhibit
Number

Description

  4.55Intercreditor Agreement(2015-2), dated as of September 24, 2015, among Wilmington Trust Company, as Trustee of the American Airlines Pass Through Trust2015-2AA, as Trustee of the American Airlines Pass Through Trust2015-2A and as Trustee of the American Airlines Pass Through Trust2015-2B, Commonwealth Bank of Australia, New York Branch, as Class AA Liquidity Provider, Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as Class A Liquidity Provider and Class B Liquidity Provider, and Wilmington Trust Company, as Subordination Agent (incorporated by reference to Exhibit 4.5 to American’s Current Report on Form8-K filed on September 24, 2015 (Commission FileNo. 1-2691)).
  4.56Note Purchase Agreement, dated as of September 24, 2015, among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements and Wilmington Trust Company, as Subordination Agent (incorporated by reference to Exhibit 4.6 to American’s Current Report on Form8-K filed on September 24, 2015 (Commission FileNo. 1-2691)).
  4.57Form of Participation Agreement (Participation Agreement among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein) (incorporated by reference to Exhibit 4.7 to American’s Current Report on Form8-K filed on September 24, 2015 (Commission FileNo. 1-2691)).
  4.58Form of Indenture and Security Agreement (Indenture and Security Agreement between American Airlines, Inc., and Wilmington Trust Company, as Loan Trustee) (incorporated by reference to Exhibit 4.8 to American’s Current Report on Form8-K filed on September 24, 2015 (Commission FileNo. 1-2691)).
  4.59Form of Pass Through Trust Certificate, Series2015-2AA (incorporated by reference to Exhibit 4.9 to American’s Current Report on Form8-K filed on September 24, 2015 (Commission FileNo. 1-2691)).
  4.60Form of Pass Through Trust Certificate, Series2015-2A (incorporated by reference to Exhibit 4.10 to American’s Current Report on Form8-K filed on September 24, 2015 (Commission FileNo. 1-2691)).
  4.61Form of Pass Through Trust Certificate, Series2015-2B (incorporated by reference to Exhibit 4.11 to American’s Current Report on Form8-K filed on September 24, 2015 (Commission FileNo. 1-2691)).
  4.62Revolving Credit Agreement(2015-2AA), dated as of September 24, 2015, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust2015-2AA, as Borrower, and Commonwealth Bank of Australia, New York Branch, as Liquidity Provider (incorporated by reference to Exhibit 4.12 to American’s Current Report on Form8-K filed on September 24, 2015 (Commission FileNo. 1-2691)).
  4.63Revolving Credit Agreement(2015-2A), dated as of September 24, 2015, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust2015-2A, as Borrower, and Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as Liquidity Provider (incorporated by reference to Exhibit 4.13 to American’s Current Report on Form8-K filed on September 24, 2015 (Commission FileNo. 1-2691)).

Exhibit
Number

Description

  4.64Revolving Credit Agreement(2015-2B), dated as of September 24, 2015, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust2015-2B, as Borrower, and Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as Liquidity Provider (incorporated by reference to Exhibit 4.14 to American’s Current Report on Form8-K filed on September 24, 2015 (Commission FileNo. 1-2691)).
  4.65Note Purchase Agreement, dated as of April 24, 2013, among US Airways, Inc., Wilmington Trust Company, as Pass Through Trustee, Wilmington Trust Company, as Subordination Agent, Wilmington Trust, National Association, as Escrow Agent, and Wilmington Trust Company, as Paying Agent (incorporated by reference to Exhibit 4.12 to US Airways Group’s Current Report on Form8-K filed on April 25, 2013 (Commission FileNo. 1-8444)).
  4.66Assumption Agreement, dated as of December 30, 2015, by American Airlines, Inc. for the benefit of Wilmington Trust Company, as pass through trustee, subordination agent, and paying agent, and Wilmington Trust, National Association, as escrow agent, in each case, under the Note Purchase Agreement, dated as of April 24, 2013, among US Airways, Inc., Wilmington Trust Company, Wilmington Trust, National Association and Wilmington Trust Company (incorporated by reference to Exhibit 10.2 to AAG’s Current Report on Form8-K filed on December 31, 2015 (Commission FileNo. 1-8400)).
  4.67Form of Participation Agreement between US Airways, Inc., as Owner, and Wilmington Trust Company, as Indenture Trustee, Subordination Agent and Pass Through Trustee (incorporated by reference to Exhibit 4.13 to US Airways Group’s Current Report onForm 8-K filed on April 25, 2013 (Commission FileNo. 1-8444)).
  4.68Form of Trust Indenture and Security Agreement among US Airways, Inc., as Owner, Wilmington Trust, National Association, as Securities Intermediary, and Wilmington Trust Company, as Indenture Trustee (incorporated by reference to Exhibit 4.14 to US Airways Group’s Current Report on Form8-K filed on April 25, 2013 (Commission FileNo. 1-8444)).
  4.69Form of Amendment No. 1 to Participation Agreement between US Airways, Inc., as Owner, and Wilmington Trust Company, as Indenture Trustee, Subordination Agent and Pass Through Trustee (Exhibit A to Note Purchase Agreement) (incorporated by reference to Exhibit 4.8 to US Airways Group’s Current Report on Form8-K filed on June 6, 2013 (Commission FileNo. 1-8444)).
  4.70Form of Amendment No. 1 to Trust Indenture and Security Agreement among US Airways, Inc., as Owner, Wilmington Trust, National Association, as Securities Intermediary, and Wilmington Trust Company, as Indenture Trustee (Exhibit B to Note Purchase Agreement) (incorporated by reference to Exhibit 4.9 to US Airways Group’s Current Report onForm 8-K filed on June 6, 2013 (Commission FileNo. 1-8444)).
  4.71Amended and Restated Guarantee, dated as of March 31, 2014, from US Airways Group, Inc. and American Airlines Group Inc., relating to obligations of US Airways under the equipment notes relating to its Series2013-1 Pass Through Certificates (incorporated by reference to Exhibit 10.5 to AAG’s Quarterly Report on Form10-Q for the quarter ended March 31, 2014 (Commission FileNo. 1-8400)).

Exhibit
Number

Description

  4.72Form of Participation Agreement between US Airways, Inc., as Owner, and Wilmington Trust Company, as Indenture Trustee, Subordination Agent and Pass Through Trustee (Schedule I to Amendment No. 1 to Note Purchase Agreement(2012-2)) (incorporated by reference to Exhibit 4.10 to US Airways Group’s Current Report on Form8-K filed on June 6, 2013 (Commission FileNo. 1-8444)).
  4.73Form of Trust Indenture and Security Agreement among US Airways, Inc., as Owner, Wilmington Trust, National Association, as Securities Intermediary, and Wilmington Trust Company, as Indenture Trustee (Schedule II to Amendment No. 1 to Note Purchase Agreement(2012-2)) (incorporated by reference to Exhibit 4.11 to US Airways Group’s Current Report on Form8-K filed on June 6, 2013 (Commission FileNo. 1-8444)).
  4.74Form of Participation Agreement (Participation Agreement between US Airways, Inc., as Owner, and Wilmington Trust Company, as Indenture Trustee and Subordination Agent) (incorporated by reference to Exhibit 4.14 to US Airways Group’s Current Report onForm 8-K filed on December 23, 2010 (Commission FileNo. 1-8444)).
  4.75Form of Indenture (Trust Indenture and Security Agreement between US Airways, Inc., as Owner, and Wilmington Trust Company, as Indenture Trustee) (incorporated by reference to Exhibit 4.15 to US Airways Group’s Current Report on Form8-K filed on December 23, 2010 (Commission FileNo. 1-8444)).
  4.76Amended and Restated Guarantee, dated as of March 31, 2014, from US Airways Group, Inc. and American Airlines Group Inc., relating to obligations of US Airways under the equipment notes relating to its Series2010-1 Pass Through Certificates (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form10-Q for the quarter ended March 31, 2014 (Commission FileNo. 1-8400)).
  4.77Form of Participation Agreement (Participation Agreement between US Airways, Inc., as Owner, and Wilmington Trust Company, as Indenture Trustee and Subordination Agent) (incorporated by reference to Exhibit 4.18 to US Airways Group’s Current Report onForm 8-K filed on July 1, 2011 (Commission FileNo. 1-08444)).
  4.78Form of Indenture (Trust Indenture and Security Agreement between US Airways, Inc., as Owner, and Wilmington Trust Company, as Indenture Trustee) (incorporated by reference to Exhibit 4.19 to US Airways Group’s Current Report on Form8-K filed on July 1, 2011 (Commission FileNo. 1-08444)).
  4.79Guarantee, dated as of June 28, 2011, from US Airways Group, Inc. (incorporated by reference to Exhibit 4.23 to US Airways Group’s Current Report on Form8-K filed on July 1, 2011 (Commission FileNo. 1-08444)).
  4.80Amended and Restated Guarantee, dated as of March 31, 2014, from US Airways Group, Inc. and American Airlines Group Inc., relating to obligations of US Airways under the equipment notes relating to its Series2011-1 Pass Through Certificates (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form10-Q for the quarter ended March 31, 2014 (Commission FileNo. 1-8400)).
  4.81Form of Participation Agreement (Participation Agreement between US Airways, Inc., as Owner, and Wilmington Trust Company, as Indenture Trustee and Subordination Agent) (incorporated by reference to Exhibit 4.18 to US Airways Group’s Current Report onForm 8-K filed on May 16, 2012 (Commission FileNo. 1-08444)).

Exhibit
Number

Description

  4.82Form of Indenture (Trust Indenture and Security Agreement between US Airways, Inc., as Owner, and Wilmington Trust Company, as Indenture Trustee) (incorporated by reference to Exhibit 4.19 to US Airways Group’s Current Report on Form8-K filed on May 16, 2012 (Commission FileNo. 1-08444)).
  4.83Amended and Restated Guarantee, dated as of March 31, 2014, from US Airways Group, Inc. and American Airlines Group Inc., relating to obligations of US Airways under the equipment notes relating to its Series2012-1 Pass Through Certificates (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report on Form10-Q for the quarter ended March 31, 2014 (Commission FileNo. 1-8400)).
  4.84Form of Participation Agreement (Participation Agreement between US Airways, Inc., as Owner, and Wilmington Trust Company, as Indenture Trustee and Subordination Agent) (incorporated by reference to Exhibit B to Exhibit 4.12 to US Airways Group’s Current Report on Form8-K filed on December 13, 2012 (Commission FileNo. 1-08444)).
  4.85Form of Indenture (Trust Indenture and Security Agreement between US Airways, Inc., as Owner, and Wilmington Trust Company, as Indenture Trustee) (incorporated by reference to Exhibit C to Exhibit 4.12 to US Airways Group’s Current Report on Form8-K filed on December 13, 2012 (Commission FileNo. 1-08444)).
  4.86Amended and Restated Guarantee, dated as of March 31, 2014, from US Airways Group, Inc. and American Airlines Group Inc., relating to obligations of US Airways under the equipment notes relating to its Series2012-2 Pass Through Certificates (incorporated by reference to Exhibit 10.4 to AAG’s Quarterly Report on Form10-Q for the quarter ended March 31, 2014 (Commission FileNo. 1-8400)).
  4.87Form of Assumption Agreement, dated as of December 30, 2015, by American Airlines, Inc. for the benefit of Wilmington Trust Company, as Indenture Trustee, to (i) each Participation Agreement between, among others, US Airways, Inc. and Wilmington Trust Company, as Indenture Trustee, entered into pursuant to the2010-1,2011-1,2012-1,2012-2 and2013-1 EETC note purchase agreements and (ii) each Trust Indenture and Security Agreement, between, among others, US Airways, Inc., and Wilmington Trust Company, as Indenture Trustee entered into pursuant to the2010-1,2011-1,2012-1,2012-2 and2013-1 EETC note purchase agreements (incorporated by reference to Exhibit 10.3 to AAG’s Current Report on Form8-K filed on December 31, 2015 (Commission FileNo. 1-8400)).
  4.88Trust Supplement No.2016-1AA, dated as of January 19, 2016, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014 (incorporated by reference to Exhibit 4.2 to American’s Current Report on Form8-K filed on January 21, 2016 (CommissionFile No. 1-2691)).
  4.89Trust Supplement No.2016-1A, dated as of January 19, 2016, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014 (incorporated by reference to Exhibit 4.3 to American’s Current Report on Form8-K filed on January 21, 2016 (Commission FileNo. 1-2691)).
  4.90Trust Supplement No.2016-1B, dated as of January 19, 2016, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014 (incorporated by reference to Exhibit 4.4 to American’s Current Report on Form8-K filed on January 21, 2016 (Commission FileNo. 1-2691)).

Exhibit
Number

Description

  4.91Intercreditor Agreement(2016-1), dated as of January 19, 2016, among Wilmington Trust Company, as Trustee of the American Airlines Pass Through Trust2016-1AA, as Trustee of the American Airlines Pass Through Trust2016-1A and as Trustee of the American Airlines Pass Through Trust2016-1B, KfW IPEX-Bank GmbH, as Class AA Liquidity Provider, Class A Liquidity Provider and Class B Liquidity Provider, and Wilmington Trust Company, as Subordination Agent (incorporated by reference to exhibit 4.5 to American’s Current Report on Form8-K filed on January 21, 2016 (Commission FileNo. 1-2691)).
  4.92Note Purchase Agreement, dated as of January 19, 2016, among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, and Wilmington Trust Company, as Subordination Agent (incorporated by reference to Exhibit 4.6 to American’s Current Report on Form8-K filed on January 21, 2016 (Commission FileNo. 1-2691)).
  4.93Form of Participation Agreement (Participation Agreement among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein) (incorporated by reference to Exhibit 4.7 to American’s Current Report on Form8-K filed on January 21, 2016 (Commission FileNo. 1-2691)).
  4.94Form of Indenture and Security Agreement (Indenture and Security Agreement between American Airlines, Inc., and Wilmington Trust Company, as Loan Trustee) (incorporated by reference to Exhibit 4.8 to American’s Current Report on Form8-K filed on January 21, 2016 (Commission FileNo. 1-2691)).
  4.95Form of Pass Through Trust Certificate, Series2016-1AA (incorporated by reference to Exhibit 4.9 to American’s Current Report on Form8-K filed on January 21, 2016 (Commission FileNo. 1-2691)).
  4.96Form of Pass Through Trust Certificate, Series2016-1A (incorporated by reference to Exhibit 4.10 to American’s Current Report on Form8-K filed on January 21, 2016 (Commission FileNo. 1-2691)).
  4.97Form of Pass Through Trust Certificate, Series2016-1B (incorporated by reference to Exhibit 4.11 to American’s Current Report on Form8-K filed on January 21, 2016 (Commission FileNo. 1-2691)).
  4.98Revolving Credit Agreement(2016-1AA), dated as of January 19, 2016, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust2016-1AA, as Borrower, and KfW IPEX-Bank GmbH, as Liquidity Provider (incorporated by reference to Exhibit 4.12 to American’s Current Report on Form8-K filed on January 21, 2016 (Commission FileNo. 1-2691)).
  4.99Revolving Credit Agreement(2016-1A), dated as of January 19, 2016, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust2016-1A, as Borrower, and KfW IPEX-Bank GmbH, as Liquidity Provider (incorporated by reference to Exhibit 4.13 to American’s Current Report on Form8-K filed on January 21, 2016 (Commission FileNo. 1-2691)).

Exhibit
Number

Description

  4.100Revolving Credit Agreement(2016-1B), dated as of January 19, 2016, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust2016-1B, as Borrower, and KfW IPEX-Bank GmbH, as Liquidity Provider (incorporated by reference to Exhibit 4.14 to American’s Current Report on Form8-K filed on January 21, 2016 (Commission FileNo. 1-2691)).
  4.101Trust Supplement No.2016-2AA, dated as of May 16, 2016, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014 (incorporated by reference to Exhibit 4.2 to American’s Current Report on Form8-K filed on May 17, 2016 (Commission FileNo. 1-2691)).
  4.102Trust Supplement No.2016-2A, dated as of May 16, 2016, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014 (incorporated by reference to Exhibit 4.3 to American’s Current Report on Form8-K filed on May 17, 2016 (Commission FileNo. 1-2691)).
  4.103Intercreditor Agreement(2016-2), dated as of May 16, 2016, among Wilmington Trust Company, as Trustee of the American Airlines Pass Through Trust2016-2AA and as Trustee of the American Airlines Pass Through Trust2016-2A, KfW IPEX-Bank GmbH, as Class AA Liquidity Provider and Class A Liquidity Provider, and Wilmington Trust Company, as Subordination Agent (incorporated by reference to Exhibit 4.4 to American’s Current Report on Form8-K filed on May 17, 2016 (Commission FileNo. 1-2691)).
  4.104Deposit Agreement (Class AA), dated as of May 16, 2016, between Wilmington Trust, National Association, as Escrow Agent, and Citibank, N.A., as Depositary (incorporated by reference to Exhibit 4.5 to American’s Current Report on Form8-K filed on May 17, 2016 (Commission FileNo. 1-2691)).
  4.105Deposit Agreement (Class A), dated as of May 16, 2016, between Wilmington Trust, National Association, as Escrow Agent, and Citibank, N.A., as Depositary (incorporated by reference to Exhibit 4.6 to American’s Current Report on Form8-K filed on May 17, 2016 (Commission FileNo. 1-2691)).
  4.106Escrow and Paying Agent Agreement (Class AA), dated as of May 16, 2016, among Wilmington Trust, National Association, as Escrow Agent, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., for themselves and on behalf of the several Underwriters, Wilmington Trust Company, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of American Airlines Pass Through Trust2016-2AA, and Wilmington Trust Company, as Paying Agent (incorporated by reference to Exhibit 4.7 to American’s Current Report on Form8-K filed on May 17, 2016 (CommissionFile No. 1-2691)).
    4.107Escrow and Paying Agent Agreement (Class A), dated as of May 16, 2016, among Wilmington Trust, National Association, as Escrow Agent, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., for themselves and on behalf of the several Underwriters, Wilmington Trust Company, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of American Airlines Pass Through Trust2016-2A, and Wilmington Trust Company, as Paying Agent (incorporated by reference to Exhibit 4.8 to American’s Current Report on Form8-K filed on May 17, 2016 (CommissionFile No. 1-2691)).

Exhibit
Number

Description

  4.108Note Purchase Agreement, dated as of May 16, 2016, among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust, National Association, as Escrow Agent, and Wilmington Trust Company, as Paying Agent (incorporated by reference to Exhibit 4.9 to American’s Current Report on Form8-K filed on May 17, 2016 (Commission FileNo. 1-2691)).
  4.109Form of Participation Agreement (Participation Agreement among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein) (included in Exhibit B to Exhibit 4.9 to AAG’s Quarterly Report on Form10-Q for the quarter ended June 30, 2016 (Commission FileNo. 1-8400)).
  4.110Form of Indenture and Security Agreement (Indenture and Security Agreement between American Airlines, Inc., and Wilmington Trust Company, as Loan Trustee) (included in Exhibit C to Exhibit 4.9 to AAG’s Quarterly Report on Form10-Q for the quarter ended June 30, 2016 (Commission FileNo. 1-8400)).
  4.111Form of Pass Through Trust Certificate, Series2016-2AA (included in Exhibit A to Exhibit 4.2 to AAG Quarterly Report on Form10-Q for the quarter ended June 30, 2016 (Commission FileNo. 1-8400)).
  4.112Form of Pass Through Trust Certificate, Series2016-2A (included in Exhibit A to Exhibit 4.3 to AAG’s Quarterly Report on Form10-Q for the quarter ended June 30, 2016 (Commission FileNo. 1-8400)).
  4.113Revolving Credit Agreement(2016-2AA), dated as of May 16, 2016, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust2016-2AA, as Borrower, and KfW IPEX-Bank GmbH, as Liquidity Provider (incorporated by reference to Exhibit 4.14 to American’s Current Report on Form8-K filed on May 17, 2016 (Commission FileNo. 1-2691)).
  4.114Revolving Credit Agreement(2016-2A), dated as of May 16, 2016, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust2016-2A, as Borrower, and KfW IPEX-Bank GmbH, as Liquidity Provider (incorporated by reference to Exhibit 4.15 to American’s Current Report on Form8-K filed on May 17, 2016 (Commission FileNo. 1-2691)).
  4.115Trust Supplement No.2016-2B, dated as of July 8, 2016, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014 (incorporated by reference to Exhibit 4.2 to American’s Current Report on Form8-K filed on July 12, 2016 (Commission FileNo. 1-2691)).
  4.116Amended and Restated Intercreditor Agreement(2016-2), dated as of July 8, 2016, among Wilmington Trust Company, as Trustee of the American Airlines Pass Through Trust2016-2AA, as Trustee of the American Airlines Pass Through Trust2016-2A and as Trustee of the American Airlines Pass Through Trust2016-2B, KfW IPEX-Bank GmbH, as Class AA Liquidity Provider, Class A Liquidity Provider and Class B Liquidity Provider, and Wilmington Trust Company, as Subordination Agent (incorporated by reference to Exhibit 4.3 to American’s Current Report on Form8-K filed on July 12, 2016 (Commission FileNo. 1-2691)).

Exhibit
Number

Description

  4.117Deposit Agreement (Class B), dated as of July 8, 2016, between Wilmington Trust, National Association, as Escrow Agent, and Citibank, N.A., as Depositary (incorporated by reference to Exhibit 4.4 to American’s Current Report on Form8-K filed on July 12, 2016 (Commission FileNo. 1-2691)).
  4.118Escrow and Paying Agent Agreement (Class B), dated as of July 8, 2016, among Wilmington Trust, National Association, as Escrow Agent, Citigroup Global Markets Inc., as the initial purchaser, Wilmington Trust Company, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of American Airlines Pass Through Trust2016-2B, and Wilmington Trust Company, as Paying Agent (incorporated by reference to Exhibit 4.5 to American’s Current Report onForm 8-K filed on July 12, 2016 (Commission FileNo. 1-2691)).
  4.119Amended and Restated Note Purchase Agreement, dated as of July 8, 2016, among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust, National Association, as Escrow Agent, and Wilmington Trust Company, as Paying Agent (incorporated by reference to Exhibit 4.6 to American’s Current Report on Form8-K filed on July 12, 2016 (Commission FileNo. 1-2691)).
  4.120Form of Participation Agreement (Participation Agreement among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein) (included in Exhibit B to Exhibit 4.6 to AAG’s Quarterly Report on Form10-Q for the quarter ended September 30, 2016 (Commission FileNo. 1-8400)).
  4.121Form of First Amendment to Participation Agreement (First Amendment to Participation Agreement among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein) (included in Exhibit D to Exhibit 4.6 to AAG’s Quarterly Report on Form10-Q for the quarter ended September 30, 2016 (Commission FileNo. 1-8400)).
  4.122Form of Indenture and Security Agreement (Indenture and Security Agreement between American Airlines, Inc., and Wilmington Trust Company, as Loan Trustee) (included in Exhibit C to Exhibit 4.6 to AAG’s Quarterly Report on Form10-Q for the quarter ended September 30, 2016 (Commission FileNo. 1-8400)).
  4.123Form of First Amendment to Indenture and Security Agreement (First Amendment to Indenture and Security Agreement between American Airlines, Inc., and Wilmington Trust Company, as Loan Trustee) (included in Exhibit E to Exhibit 4.6 to AAG’s Quarterly Report on Form10-Q for the quarter ended September 30, 2016 (Commission FileNo. 1-8400)).
  4.124Form of Pass Through Trust Certificate, Series2016-2B (included in Exhibit A to Exhibit 4.2 to AAG’s Quarterly Report on Form10-Q for the quarter ended September 30, 2016 (Commission File Nos.1-8400)).

Exhibit
Number

Description

  4.125Revolving Credit Agreement(2016-2B), dated as of July 8, 2016, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust2016-2B, as Borrower, and KfW IPEX Bank GmbH, as liquidity Provider (incorporated by reference to Exhibit 4.12 to American’s Current Report onForm 8-K filed on July 12, 2016 (Commission FileNo. 1-2691)).
  4.126Trust Supplement No.2016-3AA, dated as of October 3, 2016, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014 (incorporated by reference to Exhibit 4.2 to American’s Current Report on Form8-K filed on October 4, 2016 (Commission FileNo. 1-2691)).
  4.127Trust Supplement No.2016-3A, dated as of October 3, 2016, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014 (incorporated by reference to Exhibit 4.3 to American’s Current Report on Form8-K filed on October 4, 2016 (Commission FileNo. 1-2691)).
  4.128Intercreditor Agreement(2016-3), dated as of October 3, 2016, among Wilmington Trust Company, as Trustee of the American Airlines Pass Through Trust2016-3AA and as Trustee of the American Airlines Pass Through Trust2016-3A, KfW IPEX-Bank GmbH, as Class AA Liquidity Provider and Class A Liquidity Provider, and Wilmington Trust Company, as Subordination Agent (incorporated by reference to Exhibit 4.4 to American’s Current Report on Form8-K filed on October 4, 2016 (Commission FileNo. 1-2691)).
  4.129Deposit Agreement (Class AA), dated as of October 3, 2016, between Wilmington Trust, National Association, as Escrow Agent, and Citibank, N.A., as Depositary (incorporated by reference to Exhibit 4.5 to American’s Current Report on Form8-K filed on October 4, 2016 (Commission FileNo. 1-2691)).
  4.130Deposit Agreement (Class A), dated as of October 3, 2016, between Wilmington Trust, National Association, as Escrow Agent, and Citibank, N.A., as Depositary (incorporated by reference to Exhibit 4.6 to American’s Current Report on Form8-K filed on October 4, 2016 (Commission FileNo. 1-2691)).
  4.131Escrow and Paying Agent Agreement (Class AA), dated as of October 3, 2016, among Wilmington Trust, National Association, as Escrow Agent, Morgan Stanley & Co. LLC and Goldman, Sachs & Co., for themselves and on behalf of the several Underwriters, Wilmington Trust Company, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of American Airlines Pass Through Trust2016-3AA, and Wilmington Trust Company, as Paying Agent (incorporated by reference to Exhibit 4.7 to American’s Current Report on Form8-K filed on October 4, 2016 (CommissionFile No. 1-2691)).
  4.132Escrow and Paying Agent Agreement (Class A), dated as of October 3, 2016, among Wilmington Trust, National Association, as Escrow Agent, Morgan Stanley & Co. LLC and Goldman, Sachs & Co., for themselves and on behalf of the several Underwriters, Wilmington Trust Company, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of American Airlines Pass Through Trust2016-3A, and Wilmington Trust Company, as Paying Agent (incorporated by reference to Exhibit 4.8 to American’s Current Report on Form8-K filed on October 4, 2016 (CommissionFile No. 1-2691)).

Exhibit
Number

Description

  4.133Note Purchase Agreement, dated as of October 3, 2016, among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust, National Association, as Escrow Agent, and Wilmington Trust Company, as Paying Agent (incorporated by reference to Exhibit 4.9 to American’s Current Report on Form8-K filed on October 4, 2016 (Commission FileNo. 1-2691)).
  4.134Form of Participation Agreement (Participation Agreement among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein) (included in Exhibit B to Exhibit 4.9) (incorporated by reference to Exhibit 4.9 to American’s Current Report on Form8-K filed on October 4, 2016 (CommissionFile No. 1-2691)).
  4.135Form of Indenture and Security Agreement (Indenture and Security Agreement between American Airlines, Inc., and Wilmington Trust Company, as Loan Trustee) (included in Exhibit C to Exhibit 4.9) (incorporated by reference to Exhibit 4.11 to American’s Current Report on Form8-K filed on October 4, 2016 (Commission FileNo. 1-2691)).
  4.136Form of Pass Through Trust Certificate, Series2016-3AA (included in Exhibit A to Exhibit 4.2) (incorporated by reference to Exhibit 4.12 to American’s Current Report on Form8-K filed on October 4, 2016 (Commission FileNo. 1-2691)).
  4.137Form of Pass Through Trust Certificate, Series2016-3A (included in Exhibit A to Exhibit 4.3) (incorporated by reference to Exhibit 4.13 to American’s Current Report on Form8-K filed on October 4, 2016 (Commission FileNo. 1-2691)).
  4.138Revolving Credit Agreement(2016-3AA), dated as of October 3, 2016, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust2016-3AA, as Borrower, and KfW IPEX-Bank GmbH, as Liquidity Provider (incorporated by reference to Exhibit 4.14 to American’s Current Report on Form8-K filed on October 4, 2016 (Commission FileNo. 1-2691)).
  4.139Revolving Credit Agreement(2016-3A), dated as of October 3, 2016, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust2016-3A, as Borrower, and KfW IPEX-Bank GmbH, as Liquidity Provider (incorporated by reference to Exhibit 4.15 to American’s Current Report on Form8-K filed on October 4, 2016 (Commission FileNo. 1-2691)).
10.1Amended and Restated Credit and Guaranty Agreement, dated as of December 15, 2016, amending the Loan Agreement, dated as of May 23, 2013, among American Airlines, Inc. (as successor in interest to US Airways, Inc., as borrower), as the borrower, American Airlines Group Inc., as parent and guarantor (as successor in interest to US Airways Group, Inc., as parent and guarantor), the lenders from time to time party thereto, Citibank N.A., as administrative agent and collateral agent (as successor in interest to Citicorp North America Inc., as administrative agent and collateral agent), and certain other parties thereto.

Exhibit
Number

Description

  10.2First Amendment and Restatement Agreement, dated as of April 20, 2015, in relation to the Credit and Guaranty Agreement, dated as of October 10, 2014 (as amended), among American Airlines, Inc., American Airlines Group Inc. (formerly known as AMR Corporation), US Airways Group, Inc., US Airways, Inc., the Revolving Lenders (as defined therein) party thereto, the 2015 Term Loan Lenders (as defined therein) party thereto and Citibank N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.4 to AAG’s Quarterly Report on Form10-Q for the quarter ended June 30, 2015 (Commission FileNo. 1-8400)).
  10.3First Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of October 26, 2015, amending the Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, among American Airlines, Inc., American Airlines Group Inc., US Airways Group, Inc. and US Airways, Inc., the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, and certain other parties thereto (incorporated by reference to Exhibit 10.6 to AAG’s Annual Report on Form10-K for the year ended December 31, 2015 (Commission FileNo. 1-8400)).
  10.4Second Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of September 22, 2016, amending the Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Citibank N.A., as administrative agent, and certain other parties thereto (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form10-Q for the quarter ended September 30, 2016 (Commission FileNo. 1-8400)).
  10.5First Amendment and Restatement Agreement, dated as of May 21, 2015, in relation to the Credit and Guaranty Agreement, dated as of June 27, 2013 (as amended), among American Airlines, Inc., American Airlines Group Inc. (formerly known as AMR Corporation), US Airways Group, Inc., US Airways, Inc., the Revolving Lenders (as defined therein) party thereto, the 2015 Term Loan Lenders (as defined therein) party thereto and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.5 to AAG’s Quarterly Report on Form10-Q for the quarter ended June 30, 2015 (Commission FileNo. 1-8400)).
  10.6First Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of October 26, 2015, amending the Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015, among American Airlines, Inc., American Airlines Group Inc., US Airways Group, Inc. and US Airways, Inc., the lenders from time to time party thereto, Citibank N.A., as administrative agent, and certain other parties thereto (incorporated by reference to Exhibit 10.8 to AAG’s Annual Report on Form10-K for the year ended December 31, 2015 (Commission FileNo. 1-8400)).
  10.7Purchase Agreement No. 3219, dated as of October 15, 2008, between American Airlines, Inc. and The Boeing Company (incorporated by reference to Exhibit 10.29 to American Airlines, Inc.’s Annual Report on Form10-K for the year ended December 31, 2008 (Commission FileNo. 1-8400)).*
  10.8Supplemental Agreement No. 2, dated as of July 21, 2010, to Purchase Agreement No. 3219 between American Airlines, Inc. and The Boeing Company (incorporated by reference to Exhibit 10.2 to AMR’s report on Form10-Q/A for the quarter ended June 30, 2010 (Commission FileNo. 1-8400)).*

Exhibit
Number

Description

10.9Supplemental Agreement No. 3, dated as of February 1, 2013, to Purchase Agreement No. 3219 between American Airlines, Inc., and The Boeing Company (incorporated by reference to Exhibit 10.2 to AMR’s Quarterly Report on Form10-Q/A for the quarter ended March 31, 2013 (Commission FileNo. 1-8400)).*
10.10Supplemental Agreement No. 4, dated as of June 9, 2014, to Purchase Agreement No. 3219 between The Boeing Company and American Airlines, Inc. dated as of October 15, 2008, Relating to Boeing Model 787 Aircraft, as amended, restated, amended and restated, supplemented or otherwise modified (incorporated by reference to Exhibit 10.6 to AAG’s Quarterly Report on Form10-Q for the quarter ended June 30, 2014 (Commission FileNo. 1-8400)).*
10.11Supplemental Agreement No. 5, dated as of January 20, 2015, to Purchase Agreement No. 3219 between The Boeing Company and American Airlines, Inc., dated as of October 15, 2008, Relating to Boeing Model 787 Aircraft, as amended, restated, amended and restated, supplemented or otherwise modified (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form10-Q for the quarter ended March 31, 2015 (Commission FileNo. 1-8400)).*
10.12Supplemental Agreement No. 6, dated as of April 21, 2015, to Purchase Agreement No. 3219 between American Airlines, Inc. and The Boeing Company, dated as of October 15, 2008, as amended, restated, amended and restated, supplemented or otherwise modified (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form10-Q for the quarter ended June 30, 2015 (Commission FileNo. 1-8400)).*
10.13Supplemental Agreement No. 7, dated as of August 8, 2016, to Purchase Agreement No. 3219 dated as of October 15, 2008, between American Airlines, Inc. and The Boeing Company (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2016 (Commission FileNo. 1-8400)).*
10.14A320 Family Aircraft Purchase Agreement, dated as of July 20, 2011, between American Airlines, Inc. and Airbus S.A.S. (incorporated by reference to Exhibit 10.4 to AMR’s report on Form10-Q for the quarter ended September 30, 2011 (Commission FileNo. 1-8400)).*
10.15Amendment No. 1, dated as of January 11, 2013, to A320 Family Aircraft Purchase Agreement between American Airlines, Inc. and Airbus S.A.S., dated as of July 20, 2011 (incorporated by reference to Exhibit 10.8 to AMR’s Quarterly Report on Form10-Q for the quarter ended March 31, 2013 (Commission FileNo. 1-8400)).*
10.16Amendment No. 2, dated as of May 30, 2013, to A320 Family Aircraft Purchase Agreement between American Airlines, Inc. and Airbus S.A.S, dated as of July 20, 2011 (incorporated by reference to Exhibit 10.2 to AMR’s Quarterly Report on Form10-Q for the quarter ended June 30, 2013 (Commission FileNo. 1-8400)).*
10.17Amendment No. 3, dated as of November 20, 2013, to A320 Family Aircraft Purchase Agreement between American Airlines, Inc. and Airbus S.A.S., dated as of July 20, 2011 (incorporated by reference to Exhibit 10.27 to AAG’s Annual Report on Form10-K for the year ended December 31, 2013 (Commission FileNo. 1-8400)).*
10.18Amendment No. 4, dated as of June 18, 2014, to the A320 Family Aircraft Purchase Agreement between Airbus S.A.S., as seller, and American Airlines, Inc., as buyer, dated as of July 20, 2011, as amended, restated, amended and restated, supplemented or otherwise modified (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form10-Q for the quarter ended June 30, 2014 (Commission FileNo. 1-8400)).*

Exhibit
Number

Description

10.19Amendment No. 5, dated as of June 24, 2014, to the A320 Family Aircraft Purchase Agreement between Airbus S.A.S., as seller, and American Airlines, Inc., as buyer, dated as of July 20, 2011, as amended, restated, amended and restated, supplemented or otherwise modified (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form10-Q for the quarter ended June 30, 2014 (Commission FileNo. 1-8400)).*
10.20Amendment No. 6, dated as of July 1, 2014, to the A320 Family Aircraft Purchase Agreement between Airbus S.A.S., as seller, and American Airlines, Inc., as buyer, dated as of July 20, 2011, as amended, restated, amended and restated, supplemented or otherwise modified (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report on Form10-Q for the quarter ended June 30, 2014 (Commission FileNo. 1-8400)).*
10.21Amendment No. 7, dated as of November 25, 2014, to the A320 Family Aircraft Purchase Agreement between Airbus S.A.S., as seller, and American Airlines, Inc., as buyer, dated as of July 20, 2011, as amended, restated, amended and restated, supplemented or otherwise (incorporated by reference to Exhibit 10.51 to AAG’s Annual Report onForm 10-K for the year ended December 31, 2014 (Commission FileNo. 1-8400)).*
10.22Amendment No. 8, dated as of June 11, 2015, to the A320 Family Aircraft Purchase Agreement between American Airlines, Inc. and Airbus S.A.S., dated as of July 20, 2011, as amended, restated, amended and restated, supplemented or otherwise modified (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form10-Q for the quarter ended June 30, 2015 (Commission FileNo. 1-8400)).*
10.23Amendment No. 9, dated as of September 23, 2015, to the A320 Family Aircraft Purchase Agreement, dated as of July 20, 2011, between American Airlines, Inc. and Airbus S.A.S. (incorporated by reference to Exhibit 10.6 to AAG’s Quarterly Report on Form10-Q for the quarter ended September 30, 2015 (Commission FileNo. 1-8400)).*
10.242012 Omnibus Restructure Agreement, dated as of January 11, 2013, between American Airlines, Inc. and The Boeing Company (incorporated by reference to Exhibit 10.1 to AMR’s Quarterly Report on Form10-Q for the quarter ended March 31, 2013 (CommissionFile No. 1-8400)).*
10.252012 Omnibus Restructure Agreement, dated as of January 11, 2013, between American Airlines, Inc. and The Boeing Company (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to AMR’s Quarterly Report on Form10-Q for the quarter ended March 31, 2013 (Commission FileNo. 1-8400)).*
10.26Purchase Agreement No. 03735, dated as of February 1, 2013, between American Airlines, Inc., and The Boeing Company (incorporated by reference to Exhibit 10.7 to AMR’s Quarterly Report on Form10-Q for the quarter ended March 31, 2013 (CommissionFile No. 1-8400)).*
10.27Supplemental Agreement No. 1, dated as of April 15, 2013, to Purchase Agreement No. 03735 between American Airlines, Inc. and The Boeing Company (incorporated by reference to Exhibit 10.1 to AMR’s Quarterly Report on Form10-Q for the quarter ended June 30, 2013 (Commission FileNo. 1-8400)).*

Exhibit
Number

Description

10.28Supplemental Agreement No. 2, dated as of March 6, 2015, to Purchase Agreement No. 03735 between American Airlines, Inc. and The Boeing Company, dated as of February 1, 2013. Relating to Boeing Model 737 MAX Aircraft, as amended, restated, amended and restated, supplemented or otherwise modified (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form10-Q for the quarter ended March 31, 2015 (Commission FileNo. 1-8400)).*
10.29Supplemental Agreement No. 3, dated as of May 22, 2015, to Purchase Agreement No. 03735 between American Airlines, Inc. and The Boeing Company, dated as of February 1, 2013. Relating to Boeing Model 737 MAX Aircraft, as amended, restated, amended and restated, supplemented or otherwise modified (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report on Form10-Q for the quarter ended June 30, 2015 (Commission FileNo. 1-8400)).*
10.30Letter Agreement, dated as of January 14, 2016, to Purchase Agreement No. 03735 between American Airlines, Inc. and The Boeing Company, dated as of February 1, 2013. Relating to Boeing Model 737 MAX Aircraft, as amended, restated, amended and restated, supplemented or otherwise modified (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form10-Q for the quarter ended March 31, 2016 (CommissionFile No. 1-8400)).*
10.31Supplemental Agreement No. 4, dated as of June 6, 2016, to Purchase Agreement No. 03735 dated as of February 1, 2016, between American Airlines, Inc. and The Boeing Company (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report onForm 10-Q for the quarter ended June 30, 2016 (Commission FileNo. 1-8400)).*
10.32Supplemental Agreement No. 5, dated as of August 8, 2016, to Purchase Agreement No. 03735 dated as of February 1, 2013, between American Airlines, Inc. and The Boeing Company (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2016 (Commission FileNo. 1-8400)).*
10.33Supplemental Agreement No. 6, dated as of November 15, 2016, to Purchase Agreement No. 03735 dated as of February 1, 2013, between American Airlines, Inc. and The Boeing Company.**
10.34Purchase Agreement Supplement, dated as of December 2, 2009, between AMR Eagle Holding Corporation and Bombardier Inc. (incorporated by reference to Exhibit 10.150 to AMR’s Annual Report on Form10-K for the year ended December 31, 2009 (Commission FileNo. 1-8400)).*
10.35Amended and Restated Airbus A350 XWB Purchase Agreement, dated as of October 2, 2007, among AVSA, S.A.R.L. and US Airways, Inc., AWA and US Airways Group (incorporated by reference to Exhibit 10.19 to US Airways Group’s Annual Report onForm 10-K for the year ended December 31, 2007 (Commission FileNo. 1-8444)).*
10.36Amendment No. 1, dated as of October 20, 2008, to the Amended and Restated Airbus A350 XWB Purchase Agreement, dated as of October 2, 2007, between US Airways, Inc. and Airbus S.A.S., including Amended and Restated Letter Agreement No. 3, Amended and Restated Letter Agreement No. 5, and Amended and Restated Letter Agreement No. 9 to the Purchase Agreement (incorporated by reference to Exhibit 10.23 to US Airways Group’s Annual Report on Form10-K for the year ended December 31, 2008 (Commission FileNo. 1-8444)).*

Exhibit
Number

Description

10.37Amendment No. 2, dated as of January 16, 2009, to the Amended and Restated Airbus A350 XWB Purchase Agreement, dated as of October 2, 2007, among AVSA, S.A.R.L. and US Airways, Inc., AWA and US Airways Group (incorporated by reference to Exhibit 10.3 to US Airways Group’s Quarterly Report on Form10-Q for the quarter ended March 31, 2009 (Commission FileNo. 1-8444)).*
10.38Amendment No. 3, dated as of July 23, 2009, to the Amended and Restated Airbus A350 XWB Purchase Agreement dated as of October 2, 2007 between Airbus S.A.S. and US Airways, Inc. (incorporated by reference to Exhibit 10.3 to US Airways Group’s Quarterly Report on Form10-Q for the quarter ended September 30, 2009 (Commission FileNo. 1-8444)).*
10.39Amendment No. 4, dated as of November 20, 2009, to the Amended and Restated Airbus A350 XWB Purchase Agreement dated as of October 2, 2007 between Airbus S.A.S. and US Airways, Inc. (incorporated by reference to Exhibit 10.96 to US Airways Group’s Annual Report on Form10-K for the year ended December 31, 2009 (CommissionFile No. 1-8444)).*
10.40Amendment No. 5, dated as of December 20, 2013, to the Amended and Restated Airbus A350 XWB Purchase Agreement dated as of October 2, 2007 between Airbus S.A.S. and US Airways, Inc., including Amended and Restated Letter Agreement No. 2, Amended and Restated Letter Agreement No. 4, Third Amended and Restated Letter Agreement No. 5, Amended and Restated Letter Agreement No. 6, Amended and Restated Letter Agreement No. 7, Amended and Restated Letter AgreementNo. 8-2, Second Amended and Restated Letter Agreement No. 9, Amended and Restated Letter Agreement No. 12, Amended and Restated Letter Agreement No. 13 and Amended and Restated Letter Agreement No. 14 to the Amended and Restated Airbus A350 XWB Purchase Agreement dated as of October 2, 2007 between Airbus S.A.S. and US Airways, Inc. (incorporated by reference to Exhibit 10.43 to US Airways Group’s Annual Report on Form10-K for the year ended December 31, 2013 (Commission FileNo. 1-8444)).*
10.41Second Amended and Restated Letter Agreement No. 6, dated as of July 7, 2015 to the Amended and Restated Airbus A350 XWB Purchase Agreement, dated as of October 2, 2007, between US Airways, Inc. and Airbus S.A.S. (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form10-Q for the quarter ended September 30, 2015 (Commission FileNo. 1-8400)).*
10.42Amendment No. 6, dated as of December 15, 2015, to the Amended and Restated Airbus A350 XWB Purchase Agreement dated as of October 2, 2007 between Airbus S.A.S. and US Airways, Inc. (incorporated by reference to Exhibit 10.97 to AAG’s Annual Report on Form10-K for the year ended December 31, 2015 (Commission FileNo. 1-8400)).*
10.43Amendment No. 7, dated as of February 26, 2016, to the Amended and Restated Airbus A350 XWB Purchase Agreement dated as of October 2, 2007 between Airbus S.A.S. and US Airways, Inc. (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form10-Q for the quarter ended March 31, 2016 (Commission FileNo. 1-8400)).*
10.44Amendment No. 8, dated as of July 18, 2016, to the Amended and Restated Airbus A350 XWB Purchase Agreement, dated as of October 2, 2007, between American Airlines, Inc. and Airbus S.A.S (incorporated by reference to Exhibit 10.4 to AAG’s Quarterly Report on Form10-Q for the quarter ended September 30, 2016 (Commission FileNo. 1-8400)).*

Exhibit
Number

Description

10.45Consent Agreement, dated as of October 5, 2015, between US Airways, Inc., American Airlines, Inc. and Airbus S.A.S. (incorporated by reference to Exhibit 10.98 to AAG’s Annual Report on Form10-K for the year ended December 31, 2015 (CommissionFile No. 1-8400)).*
10.46AMR Corporation Amended and Restated Directors Pension Benefits Plan, effective as of January 1, 2005 (incorporated by reference to Exhibit 10.149 to AMR’s Annual Report on Form10-K for the year ended December 31, 2008 (Commission FileNo. 1-8400)).†
10.47Supplemental Executive Retirement Program for Officers of American Airlines, Inc., as amended and restated as of January 1, 2005 (incorporated by reference to Exhibit 10.127 to AMR’s Annual Report on Form10-K for the year ended December 31, 2008 (Commission FileNo. 1-8400)).†
10.48Trust Agreement Under Supplemental Retirement Program for Officers of American Airlines, Inc., as amended and restated as of June 1, 2007 (incorporated by reference to Exhibit 10.128 to AMR’s Annual Report on Form10-K for the year ended December 31, 2008 (Commission FileNo. 1-8400)).†
10.49Trust Agreement Under Supplemental Executive Retirement Program for Officers of American Airlines, Inc. Participating in the Super Saver Plus Plan, as amended and restated as of June 1, 2007 (incorporated by reference to Exhibit 10.129 to AMR’s Annual Report on Form10-K for the year ended December 31, 2008 (CommissionFile No. 1-8400)).†
10.50American Airlines Group Inc. 2013 Incentive Award Plan (incorporated by reference to Exhibit 4.1 of American Airlines Group Inc.’s (f/k/a AMR Corporation) FormS-8 Registration Statement, filed on December 4, 2013).†
10.51Form of American Airlines Group Inc. 2013 Incentive Award Plan Restricted Stock Unit (Cash-Settled) Award Grant Notice and Award Agreement (incorporated by reference to Exhibit 10.125 to AAG’s Annual Report on Form10-K for the year ended December 31, 2013 (Commission FileNo. 1-8400)).†
10.52Form of American Airlines Group Inc. 2013 Incentive Award Plan Restricted Stock Unit (Cash-Settled) Award Grant Notice and Award Agreement for Merger Equity Grants (incorporated by reference to Exhibit 10.126 to AAG’s Annual Report on Form10-K for the year ended December 31, 2013 (Commission FileNo. 1-8400)).†
10.53Form of American Airlines Group Inc. 2013 Incentive Award Plan Restricted Stock Unit (Stock-Settled) Award Grant Notice and Award Agreement (incorporated by reference to Exhibit 10.127 to AAG’s Annual Report on Form10-K for the year ended December 31, 2013 (Commission FileNo. 1-8400)).†
10.54Form of American Airlines Group Inc. 2013 Incentive Award Plan Restricted Stock Unit (Stock-Settled) Award Grant Notice and Award Agreement for Merger Equity Grants (incorporated by reference to Exhibit 10.128 to AAG’s Annual Report on Form10-K for the year ended December 31, 2013 (Commission FileNo. 1-8400)).†
10.55Form of American Airlines Group Inc. 2013 Incentive Award Plan Restricted Stock Unit (Stock-Settled) Award Grant Notice and Award Agreement for Director Grants (incorporated by reference to Exhibit 10.129 to AAG’s Annual Report on Form10-K for the year ended December 31, 2013 (Commission FileNo. 1-8400)).†

Exhibit
Number

Description

10.56Form of Indemnification Agreement (incorporated by reference to Exhibit 10.9 to AAG’s Current Report on Form8-K filed on December 9, 2013 (Commission FileNo. 1-8400)).†
10.57US Airways Group 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to US Airways Group’s Current Report on Form8-K filed on October 3, 2005 (Commission FileNo. 1-8444)).†
10.58Form of Stock Appreciation Rights Award Agreement under US Airways Group’s 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.75 to US Airways Group’s Annual Report on Form10-K for the year ended December 31, 2005 (CommissionFile No. 1-8444)).†
10.59Form of Nonstatutory Stock Option Award Agreement under US Airways Group’s 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to US Airways Group’s Quarterly Report on Form10-Q for the quarter ended March 31, 2006 (CommissionFile No. 1-8444)).†
10.60US Airways Group, Inc. 2008 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to US Airways Group’s Registration Statement on FormS-8 filed on June 30, 2008 (RegistrationNo. 333-152033)).†
10.61Form of Stock Appreciation Right Award Agreement under the US Airways Group, Inc. 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to US Airways Group’s Current Report on Form8-K filed August 7, 2008 (Commission FileNo. 1-8444)).†
10.62Form of Stock Appreciation Right (Cash-Settled) Award Agreement under the US Airways Group, Inc. 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to US Airways Group’s Quarterly Report on Form10-Q for the quarter ended March 31, 2009 (Commission FileNo. 1-8444)).†
10.63Form of Stock Appreciation Right (Stock-Settled) Award Agreement under the US Airways Group, Inc. 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to US Airways Group’s Quarterly Report on Form10-Q for the quarter ended March 31, 2009 (Commission File No. 1-8444)).†
10.64US Airways Group, Inc. 2011 Incentive Award Plan (incorporated by reference to Exhibit 4.1 to US Airways Group’s Registration Statement on FormS-8 filed on July 1, 2011 (RegistrationNo. 333-175323)).†
10.65Form of Stock Appreciation Right (Cash-Settled) Award Grant Notice and Stock Appreciation Right (Cash-Settled) Award Agreement under the US Airways Group, Inc. 2011 Incentive Award Plan (incorporated by reference to Exhibit 4.3 to US Airways Group’s Registration Statement on FormS-8 filed on July 1, 2011 (RegistrationNo. 333-175323)).†
10.66Form of Stock Appreciation Right (Stock-Settled) Award Grant Notice and Stock Appreciation Right Award Agreement under the US Airways Group, Inc. 2011 Incentive Award Plan (incorporated by reference to Exhibit 4.4 to US Airways Group’s Registration Statement on FormS-8 filed on July 1, 2011 (RegistrationNo. 333-175323)).†
10.672014 Short-Term Incentive Program Under 2013 Incentive Award Plan (incorporated by reference to Exhibit 10.8 to AAG’s Quarterly Report on Form10-Q for the quarter ended June 30, 2014 (Commission FileNo. 1-8400)).†

Exhibit
Number

Description

10.68Form of Executive Change in Control Agreement for Presidents (incorporated by reference to Exhibit 10.2 to US Airways Group’s Current Report on Form8-K filed on November 29, 2007 (Commission FileNo. 1-8444)).†
10.69Form of Executive Change in Control Agreement for Executive Vice Presidents (incorporated by reference to Exhibit 10.3 to US Airways Group’s Current Report onForm 8-K filed on November 29, 2007 (Commission FileNo. 1-8444)).†
10.70Form of Executive Change in Control Agreement for Senior Vice Presidents (incorporated by reference to Exhibit 10.4 to US Airways Group’s Current Report on Form8-K filed on November 29, 2007 (Commission FileNo. 1-8444)).†
10.71Form of Letter Agreement for Directors Travel Program (incorporated by reference to Exhibit 10.106 to US Airways Group’s Annual Report on Form10-K for the year ended December 31, 2007 (Commission FileNo. 1-8444)).†
10.72Amended and Restated Employment Agreement, dated as of November 28, 2007, among US Airways Group, US Airways, Inc. and W. Douglas Parker (incorporated by reference to Exhibit 10.1 to US Airways Group’s Current Report on Form8-K filed on November 29, 2007 (Commission FileNo. 1-8444)).†
10.73Support and Settlement Agreement, dated as of February 13, 2013, among AMR Corporation, certain direct and indirect subsidiaries of AMR Corporation, and the Initial Consenting Creditors (as defined therein) (incorporated by reference to Exhibit 10.1 to AMR’s Current Report on Form8-K filed on February 14, 2013 (CommissionFile No. 1-8400)).
10.74Proposed Final Judgment (incorporated by reference to Exhibit 10.1 to AMR’s Current Report on Form8-K filed on November 13, 2013 (Commission FileNo. 1-8400)).
10.75Asset Preservation Order (incorporated by reference to Exhibit 10.2 to AMR’s Current Report on Form8-K filed on November 13, 2013 (Commission FileNo. 1-8400)).
10.76Supplemental Stipulated Order (incorporated by reference to Exhibit 10.3 to AMR’s Current Report on Form8-K filed on November 13, 2013 (Commission FileNo. 1-8400)).
10.77Joint Stipulation (incorporated by reference to Exhibit 10.4 to AMR’s Current Report on Form8-K filed on November 13, 2013 (Commission FileNo. 1-8400)).
10.78DOT Agreement (incorporated by reference to Exhibit 10.5 to AMR’s Current Report on Form8-K filed on November 13, 2013 (Commission FileNo. 1-8400)).
10.79Letter Agreement, dated as of April 28, 2016, between American Airlines Group Inc. and W. Douglas Parker (incorporated by reference to Exhibit 10.1 to AAG and American’s Current Report on Form8-K filed on April 29, 2016 (Commission File Nos.1-8400 and1-2691)).#
10.80Credit and Guaranty Agreement, dated as of April 29, 2016, among American Airlines, Inc. as borrower, American Airlines Group Inc., as parent and guarantor, certain other subsidiaries of American Airlines Group Inc., as guarantors, the lenders party thereto, Barclays Bank PLC, as administrative agent and collateral agent, and certain other parties thereto (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form10-Q filed on July 22, 2016 (Commission FileNo. 1-8400)).#

Exhibit
Number

Description

10.81First Amendment to Credit and Guaranty Agreement, dated as of October 31, 2016, amending the Credit and Guaranty Agreement, dated as of April 29, 2016, among American Airlines, Inc. as borrower, American Airlines Group Inc., as parent and guarantor, the lenders party thereto, Barclays Bank PLC, as administrative agent.#
10.82Transition and Separation Agreement, dated as of August 29, 2016, among J. Scott Kirby, American Airlines Group Inc. and American Airlines, Inc. (incorporated by reference to Exhibit 99.1 to AAG and American’s Current Report onForm 8-K filed on August 29, 2016 (Commission File Nos.1-8400 and1-2691)).
12.1Computation of ratio of earnings to combined fixed charges and preferred dividends of American Airlines Group Inc. for 2016, 2015, 2014, 2013 and 2012.
12.2Computation of ratio of earnings to fixed charges of American Airlines, Inc. for 2016, 2015, 2014, 2013 and 2012.
14.1Code of Ethics (incorporated by reference to Exhibit 14.1 to AAG’s Current Report onForm 8-K filed on December 9, 2013 (Commission FileNo. 1-8400)).
21Significant subsidiaries of AAG and American as of December 31, 2016.
23.1Consent of Independent Registered Public Accounting Firm – KPMG LLP.
24Powers of Attorney (included in signature page of this Annual Report on Form10-K).
31.1Certification of AAG Chief Executive Officer pursuant to Rule13a-14(a).
31.2Certification of AAG Chief Financial Officer pursuant to Rule13a-14(a).
31.3Certification of American Chief Executive Officer pursuant to Rule13a-14(a).
31.4Certification of American Chief Financial Officer pursuant to Rule13a-14(a).
32.1Certification pursuant to Rule13a-14(b) and section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code).
32.2Certification pursuant to Rule13a-14(b) and section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code).
101Interactive data files pursuant to Rule 405 of RegulationS-T.

  #

Pursuant to Item 601(b)(2) of RegulationS-K promulgated by the Securities and Exchange Commission, certain exhibits and schedules to this agreement have been omitted. Such exhibits and schedules are described in the referenced agreement. AAG and American hereby agree to furnish to the Securities and Exchange Commission, upon its request, any or all of such omitted exhibits or schedules.

  *

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

  **

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

  †

Management contract or compensatory plan or arrangement.

222


200