American Airlines Group Inc. 2014 Annual Report The following is the American Airlines Group Inc. (“AAG”) Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the Securities and Exchange Commission on February 25, 2015. Additional information for investors, including information about the executive officers and members of the Boards of Directors of AAG and American Airlines, Inc., is included at the end of this Annual Report. [THIS PAGE INTENTIONALLY LEFT BLANK] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Í ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2014 ‘ 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 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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 share NASDAQ Securities registered pursuant to Section 12(g) of the Act: None American Airlines, Inc. (Exact name of registrant as specified in its charter) Delaware 13-1502798 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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 Í No ‘ American Airlines, Inc. Yes Í 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 Í American Airlines, Inc. Yes ‘ No Í 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 Í No ‘ American Airlines, Inc. Yes Í 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 Í No ‘ American Airlines, Inc. Yes Í 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. Í Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. American Airlines Group Inc. Í Large Accelerated Filer ‘ Accelerated Filer ‘ Non-accelerated Filer ‘ Smaller Reporting Company American Airlines, Inc. ‘ Large Accelerated Filer ‘ Accelerated Filer Í Non-accelerated Filer ‘ Smaller Reporting Company 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 Í American Airlines, Inc. Yes ‘ No Í 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 Í No ‘ American Airlines, Inc. Yes Í No ‘ As of February 20, 2015, there were 696,649,850 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, 2014, was approximately $31 billion. As of February 20, 2015, there were 1,000 shares of American Airlines, Inc. common stock outstanding, all of which were held by American Airlines Group Inc. DOCUMENTS INCORPORATED BY REFERENCE Portions of the proxy statement related to American Airlines Group Inc.’s 2015 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, 2014, 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, 2014 Table of Contents Page PART I Item 1. Business .................................................................... 5 Item 1A. Risk Factors ................................................................. 30 Item 1B. Unresolved Staff Comments ..................................................... 52 Item 2. Properties ................................................................... 53 Item 3. Legal Proceedings ............................................................. 56 Item 4. Mine Safety Disclosures ........................................................ 57 PART II Item 5. Market for American Airlines Group’s Common Stock, Related Stockholder Matters and Issuer Purchases .............................................................. 58 Item 6. Selected Consolidated Financial Data ............................................. 62 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . 67 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ........................... 115 Item 8A. Consolidated Financial Statements and Supplementary Data of American Airlines Group Inc. ........................................................................ 119 Item 8B. Consolidated Financial Statements and Supplementary Data of American Airlines, Inc. ...... 190 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . 247 Item 9A. Controls and Procedures ........................................................ 247 PART III Item 10. Directors, Executive Officers and Corporate Governance .............................. 251 Item 11. Executive Compensation ....................................................... 251 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ..................................................................... 251 Item 13. Certain Relationships and Related Transactions, and Director Independence ............... 251 Item 14. Principal Accountant Fees and Services ............................................ 251 PART IV Item 15. Exhibits and Financial Statement Schedules ........................................ 252 SIGNATURES ........................................................................ 253 2 This combined Annual Report on Form 10-K 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 Form 10-K to “we,” “us,” “our,” the “Company” and similar terms refer to AAG and its consolidated subsidiaries. As more fully described below, on December 9, 2013, a subsidiary of AMR Corporation merged with and into US Airways Group, Inc. (US Airways Group), which survived as a wholly- owned subsidiary of AAG (the Merger). Accordingly, unless otherwise indicated, information in this Annual Report on Form 10-K regarding the Company’s consolidated results of operations includes the results of US Airways Group and its wholly-owned subsidiaries, including US Airways, Inc. (US Airways) for the post-Merger period from December 9, 2013 to December 31, 2013 and for the year ended December 31, 2014. “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. References in this Annual Report on Form 10-K to “mainline” refer to the operations of American and US Airways, as applicable, and exclude regional operations. Glossary of Terms For the convenience of the reader, the definitions of certain capitalized industry and other terms used in this report have been consolidated into a Glossary beginning on page 23. Note Concerning Forward-Looking Statements Certain of the statements contained in this report should be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by