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AMERICAN AIRLINES, INC.

For the period ended Sep 30, 2025. Filed Oct 23, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 23, 2025

AAL$14.11-0.4%Stored close · as of Nov 10, 2026

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Notes to the Condensed Consolidated Financial Statements

  1. Basis of Presentation

(a)Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of American Airlines Group Inc. (we, us, our and similar terms, or AAG) should be read in conjunction with the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. The accompanying unaudited condensed consolidated financial statements include the accounts of AAG and its wholly-owned subsidiaries. AAG’s principal subsidiary is American Airlines, Inc. (American). All significant intercompany transactions have been eliminated.

Management believes that all adjustments necessary for the fair presentation of results, consisting of normally recurring items, have been included in the unaudited condensed consolidated financial statements for the interim periods presented. The preparation of financial statements in accordance with accounting principles generally accepted in the United States (GAAP) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. The most significant areas of judgment relate to passenger revenue recognition, the loyalty program, deferred tax assets, as well as pension and retiree medical and other postretirement benefits.

(b)Operating Property and Equipment

Effective January 1, 2025, we adjusted the estimated useful lives of our mainline and regional aircraft, engines and related rotable parts bythree years to align with the extended lives of aircraft included in our long-term fleet plan. In conjunction with this change, we also reduced the salvage values for most of these assets from 10% to 5% of original cost to more closely reflect the estimated value at the end of the useful life. Accordingly, the estimated useful lives for the principal property and equipment classification are as follows:

Principal Property and Equipment ClassificationEstimated Useful Life
Aircraft, engines and related rotable parts20 – 33 years

The effect of these changes did not have a material impact to depreciation and amortization expense in the condensed consolidated statement of operations for the three and nine months ended September 30, 2025.

(c) Construction Projects

American’s improvements to the overhaul and maintenance base at Tulsa International Airport (Tulsa Maintenance Base) include the design, construction and renovation of various facilities at the Tulsa Maintenance Base. The Tulsa Maintenance Base is American’s largest maintenance facility and is an integral part of operating its mainline fleet. American has concluded that it does not control the underlying assets being constructed, and therefore, it recognizes operating lease liabilities with corresponding right-of-use assets on the condensed consolidated balance sheet as individual project stages are completed and leases commence.

In May 2025, the Tulsa Municipal Airport Trust (TMAT) issued $400 million aggregate principal amount of special facility revenue bonds on behalf of American, with $300 million maturing on December 1, 2035 and $100 million maturing on December 1, 2040 (collectively, the 2025 TMAT Bonds). The 2025 TMAT Bond due December 1, 2035 was priced at 109% of par value and the 2025 TMAT Bond due December 1, 2040 was priced at 107% of par value. The gross proceeds from the issuance of the 2025 TMAT Bonds were approximately $432 million. Of this amount, $104 million was used to fund the redemption of the aggregate principal amount of TMAT’s outstanding 2015 special facility revenue bonds (the 2015 TMAT Bonds) and the remaining $328 million will be used to finance the cost of improvements at the Tulsa Maintenance Base. The net proceeds received from the 2025 TMAT Bonds, offset by related project spend, are reflected within other investing activities in the condensed consolidated statement of cash flows.

The 2025 TMAT Bonds bear interest at 6.25% per annum commencing on May 8, 2025, until the day preceding the applicable maturity date, on which date the bonds will be subject to mandatory tender for purchase by American. American is required to pay rent equal to the annual principal and interest requirement on the 2025 TMAT Bonds through payments under a sublease agreement with TMAT (as amended), and AAG guarantees the 2025 TMAT Bonds. American’s obligations under both the sublease agreement with TMAT and the 2025 TMAT Bonds are secured by a leasehold mortgage on American’s lease of the Tulsa Maintenance Base.

(d)Recent Accounting Pronouncements

Accounting Standards Update 2025-06: Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software

This standard modernizes the accounting for costs related to internal-use software by removing references to project stages and by clarifying the thresholds entities apply to begin capitalizing costs. The amendments in this update are effective for interim and annual periods beginning after December 15, 2027, and early adoption is permitted. We are currently evaluating how the adoption of this standard may impact our consolidated financial statements.

  1. Special Items, Net

Special items, net in the condensed consolidated statements of operations consisted of the following (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Litigation reserve adjustments$—$—$77$—
Labor contract expenses (1)—51631573
Severance expenses3—813
Other operating special items, net438939
Mainline operating special items, net7554125625
Debt refinancing, extinguishment and other, net——177
Mark-to-market adjustments on equity investments, net (2)(4)(27)1123
Nonoperating special items, net(4)(27)2830

(1)Labor contract expenses for the nine months ended September 30, 2025 included a one-time charge for adjustments to vacation accruals resulting from pay rate increases effective January 1, 2025, related to the ratification of the contract extension in the fourth quarter of 2024 with our mainline maintenance and fleet service team members.

Labor contract expenses for the three months ended September 30, 2024 included one-time charges resulting from the ratification of a new collective bargaining agreement with our mainline flight attendants, including a one-time payment of $514 million. For the nine months ended September 30, 2024, labor contract expenses included one-time charges resulting from the ratification of new collective bargaining agreements with our mainline flight attendants and mainline passenger service team members.

(2)Mark-to-market adjustments on equity investments, net included unrealized gains and losses associated with certain equity investments.

  1. Earnings (Loss) Per Common Share

The following table provides the computation of basic and diluted earnings (loss) per common share (EPS) (in millions, except share and per share amounts):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Basic EPS:
Net income (loss)$(114)$(149)$12$256
Weighted average common shares outstanding (in thousands)660,358657,424659,788656,745
Basic EPS$(0.17)$(0.23)$0.02$0.39
Diluted EPS:
Net income (loss) for purposes of computing diluted EPS$(114)$(149)$12$256
Share computation for diluted EPS (in thousands):
Basic weighted average common shares outstanding660,358657,424659,788656,745
Dilutive effect of restricted stock unit awards——563888
Dilutive effect of certain PSP Warrants and Treasury Loan Warrants——4331,142
Diluted weighted average common shares outstanding660,358657,424660,784658,775
Diluted EPS$(0.17)$(0.23)$0.02$0.39

The following were excluded from the calculation of diluted EPS because inclusion of such shares would be antidilutive (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
6.50% convertible senior notes (1)—61,72820,57661,728
Restricted stock unit awards1,8732,8621,4242,717

(1)On March 27, 2025, we provided notice to the holders of our Convertible Notes that we would settle our Convertible Notes at their maturity in cash on July 1, 2025. As a result, for the quarterly periods ending after March 31, 2025, we have excluded the Convertible Notes from the calculation of diluted EPS.

In addition, excluded from the calculation of diluted EPS because inclusion of such shares would be antidilutive, are certain shares underlying the warrants issued pursuant to (i) the payroll support program established under the Coronavirus Aid, Relief, and Economic Security Act (PSP1 Warrants), (ii) the payroll support program established under the Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021 (PSP2 Warrants), (iii) the payroll support program established under the American Rescue Plan Act of 2021 (PSP3 Warrants) and (iv) the Loan and Guarantee Agreement with the U.S. Department of Treasury (Treasury Loan Warrants).

During the first quarter of 2025, all of the PSP1 Warrants and Treasury Loan Warrants,14.0 million shares and 4.4 million shares, respectively, were exercised at an exercise price of $12.51 per share and net settled in cash for $79 million, reflected within other financing activities in the condensed consolidated statement of cash flows.

The table below provides a summary of the warrants outstanding as of September 30, 2025:

WarrantsWarrants Issued (shares, in thousands) (1)Exercise Price ($)Expiration
PSP2 Warrants6,57615.66January 2026 to April 2026
PSP3 Warrants4,40721.75April 2026 to June 2026

(1)The PSP2 Warrants and PSP3 Warrants are subject to certain anti-dilution provisions, do not have any voting rights and are freely transferable, with registration rights. Each warrant will be exercisable either through net share settlement or cash, at our option. The warrants were issued solely as compensation to the U.S. Government related to entry into the payroll support program agreements. No separate proceeds (apart from the financial assistance previously received in 2021) were received upon issuance of the warrants or will be received upon exercise thereof.

  1. Revenue Recognition

Revenue

The following are the significant categories comprising our operating revenues (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Passenger revenue:
Passenger travel$11,402$11,539$34,004$34,334
Loyalty revenue - travel (1)1,0699842,9812,850
Total passenger revenue12,47112,52336,98537,184
Cargo212202612584
Other:
Loyalty revenue - marketing services8317792,5662,363
Other revenue177143471420
Total other revenue1,0089223,0372,783
Total operating revenues$13,691$13,647$40,634$40,551

(1)Loyalty revenue included in passenger revenue is principally comprised of mileage credit redemptions, which were earned from travel or co-branded credit card and other partners.

The following is our total passenger revenue by geographic region (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Domestic$8,723$8,681$26,010$26,285
Latin America1,3401,4334,7954,897
Atlantic2,1092,1105,1605,122
Pacific2992991,020880
Total passenger revenue$12,471$12,523$36,985$37,184

We attribute passenger revenue by geographic region based upon the origin and destination of each flight segment.

Contract Balances

Our significant contract liabilities are comprised of (1) outstanding loyalty program mileage credits that may be redeemed for future air travel, non-air travel and other awards, reported as loyalty program liability on the condensed consolidated balance sheets and (2) ticket sales for transportation that has not yet been provided, reported as air traffic liability on the condensed consolidated balance sheets.

September 30, 2025December 31, 2024
(In millions)
Loyalty program liability$10,514$10,054
Air traffic liability8,0926,759
Total$18,606$16,813

The balance of the loyalty program liability fluctuates based on seasonal patterns, which impact the volume of mileage credits issued through travel or sold to co-branded credit card and other partners (deferral of revenue) and mileage credits redeemed (recognition of revenue). Changes in loyalty program liability are as follows (in millions):

Balance at December 31, 2024$10,054
Deferral of revenue3,362
Recognition of revenue (1)(2,902)
Balance at September 30, 2025 (2)$10,514

(1)Principally relates to revenue recognized from the redemption of mileage credits for air travel, non-air travel and other awards. Mileage credits are combined in one homogenous pool and are not separately identifiable. As such, the revenue is comprised of mileage credits that were part of the loyalty program deferred revenue balance at the beginning of the period, as well as mileage credits that were issued during the period.

(2)Mileage credits can be redeemed at any time and generally do not expire as long as the AAdvantage member has any type of qualifying activity at least every 24 months or if the AAdvantage member is the primary holder of a co-branded credit card. As of September 30, 2025, our current loyalty program liability was $3.7 billion and represents our current estimate of revenue expected to be recognized in the next 12 months based on historical trends, with the balance reflected in long-term loyalty program liability expected to be recognized as revenue in periods thereafter.

The air traffic liability principally represents tickets sold for future travel on American and partner airlines. The balance in our air traffic liability also fluctuates with seasonal travel patterns. The contract duration of passenger tickets is generallyone year. Accordingly, any revenue associated with tickets sold for future travel will be recognized within 12 months. For the nine months ended September 30, 2025, $5.1 billion of revenue was recognized in passenger revenue that was included in our air traffic liability at December 31, 2024.

  1. Debt

Long-term debt included in the condensed consolidated balance sheets consisted of (in millions):

September 30, 2025December 31, 2024
Secured
2013 Term Loan Facility, variable interest rate of 6.50%, installments until due in February 2028$970$980
2014 Term Loan Facility, variable interest rate of 5.98%, installments until due in January 20271,1591,171
2023 Term Loan Facility, variable interest rate of 6.26%, installments until due in June 20291,0891,089
10.75% senior secured IP notes, interest only payments until due in February 2026524781
10.75% senior secured LGA/DCA notes, interest only payments until due in February 2026105156
7.25% senior secured notes, interest only payments until due in February 2028750750
8.50% senior secured notes, interest only payments until due in May 20291,0001,000
5.50% senior secured notes, installments until due in April 2026 (1)8751,750
5.75% senior secured notes, installments beginning in July 2026 until due in April 2029 (1)3,0003,000
2021 AAdvantage Term Loan Facility, variable interest rate of 6.58%, installments until due in April 2028 (1)2,2692,450
2025 AAdvantage Term Loan Facility, variable interest rate of 7.58%, installments until due in May 2032 (1)998—
Enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 2.88% to 7.15%, averaging 3.77%, maturing from 2025 to 20346,2117,271
Equipment loans and other notes payable, fixed and variable interest rates ranging from 2.55% to 6.91%, averaging 5.94%, maturing from 2025 to 20374,8804,094
Special facility revenue bonds, fixed interest rates ranging from 2.25% to 5.38%, maturing from 2026 to 2036789880
24,61925,372
Unsecured
PSP1 Promissory Note, variable interest rate of 6.04%, interest only payments until due in April 20301,7571,757
PSP2 Promissory Note, interest only payments until due in January 2031 (2)1,0301,030
PSP3 Promissory Note, interest only payments until due in April 2031 (2)959959
6.50% convertible senior notes—1,000
3,7464,746
Total long-term debt28,36530,118
Less: Total unamortized debt discount, premium and issuance costs319305
Less: Current maturities3,5085,196
Long-term debt, net of current maturities$24,538$24,617

(1)Collectively referred to as the AAdvantage Financing.

(2)PSP2 and PSP3 notes bear interest at a fixed interest rate of 1.00% until the first and second quarters of 2026, respectively. Thereafter and until maturity, the notes bear interest at 2.00% plus an interest rate based on the Secured Overnight Financing Rate (SOFR).

As of September 30, 2025, the maximum availability under our revolving credit and other facilities is as follows (in millions):

2013 Revolving Facility (1)$519
2014 Revolving Facility (1)1,557
2023 Revolving Facility (1)924
Other facilities (2)400
Total$3,400

(1)On April 21, 2025, the aggregate revolving commitments under the 2013, 2014 and 2023 Revolving Facilities were increased from $2.9 billion to $3.0 billion upon the upsize of commitments by certain existing lenders. No other terms were changed and there areno borrowings outstanding under the facilities.

(2)Includes a revolving credit facility that provides for borrowing capacity of up to $350 million, maturing in March 2027 with an option to extend for an additional year. Additionally, American currently has $50 million of available borrowing base under a cargo receivables facility that is set to expire in December 2025. There areno amounts drawn under these facilities.

Secured financings, including revolving credit and other facilities, are collateralized by assets, consisting primarily of aircraft, engines, simulators, airport gate leasehold rights, route authorities, airport slots, certain receivables, certain intellectual property and certain loyalty program assets.

AAdvantage Term Loan Facilities

On March 24, 2025, American and AAdvantage Loyalty IP Ltd. (the Borrowers) entered into a second amendment to the term loan credit and guaranty agreement dated March 24, 2021 (the Second Amendment). As a result of the Second Amendment, the term loans outstanding with a principal amount of approximately $2.3 billion (the 2021 AAdvantage Term Loan Facility) were replaced with new term loans in the same principal amount. The terms of the new term loans are substantially similar to the prior term loans; however, the new term loans bear interest at a base rate (subject to a floor of 0.00%) plus an applicable margin of 1.25% per annum or, at the Borrowers’ option, the SOFR for a tenor of three months (subject to a floor of 0.00%), plus an applicable margin of 2.25% per annum. Additionally, the scheduled quarterly principal amortization amount was reduced to 0.25% of the principal amount of term loans outstanding as of March 24, 2025 (approximately $6 million each quarter), which began in July 2025, and the remaining balance is due at maturity in April 2028. Pursuant to the Second Amendment, the new term loans are not subject to a cost spread adjustment.

On May 28, 2025, the Borrowers entered into a third amendment to the term loan credit and guaranty agreement dated March 24, 2021 (the Third Amendment). As a result of the Third Amendment, the Borrowers incurred $1.0 billion of incremental term loans (the 2025 AAdvantage Term Loan Facility) due on May 28, 2032. The terms of the 2025 AAdvantage Term Loan Facility are substantially similar to the 2021 AAdvantage Term Loan Facility; however, the 2025 AAdvantage Term Loan Facility bears interest at a base rate (subject to a floor of 0.00%) plus an applicable margin of 2.25% per annum or, at the Borrowers’ option, the SOFR rate for a tenor of three months (subject to a floor of 0.00%), plus an applicable margin of 3.25% per annum. Additionally, the scheduled quarterly principal amortization amount is equal to 0.25% of the original aggregate principal amount of the 2025 AAdvantage Term Loan Facility (approximately $3 million each quarter), which began in July 2025, and the remaining balance is due at maturity in May 2032. Pursuant to the Third Amendment, the 2025 AAdvantage Term Loan Facility is not subject to a cost spread adjustment. The net proceeds from the 2025 AAdvantage Term Loan Facility were used to repay near term maturities, including the Convertible Notes described further below.

6.50% Convertible Senior Notes (the Convertible Notes)

On March 27, 2025, we provided notice to the holders of our Convertible Notes that we would settle our Convertible Notes at their maturity in cash (including any conversions up to a price per share of AAG common stock of approximately $22.00) if the volume-weighted average price per share of AAG common stock did not exceed approximately $22.00 on any trading day of the 20-trading day “observation period” over which the consideration due upon conversion is calculated and determined. On July 1, 2025, the volume-weighted average price per share of AAG common stock did not exceed $22.00 on any trading day of the 20-trading day “observation period” and therefore the Convertible Notes were settled at their maturity in cash for $1.0 billion.

Equipment Loans and Other Notes Payable Issued in 2025

During the first nine months of 2025, American entered into agreements under which it borrowed $1.2 billion in connection with the financing of certain aircraft. Debt incurred under these agreements matures in 2036 through 2037 and bears interest at variable rates (comprised of SOFR plus an applicable margin) averaging 6.05% as of September 30, 2025.

Other Financing Activities

During the first nine months of 2025, American prepaid $487 million of the outstanding principal amounts of equipment notes issued under EETCs, and these amounts were applied to repay the related trust certificates. Additionally, American prepaid $308 million toward portions of the outstanding principal amounts of the 10.75% senior secured IP notes and 10.75% senior secured LGA/DCA notes.

  1. Income Taxes

At December 31, 2024, we had approximately $12.9 billion of gross federal net operating losses (NOLs) and $5.9 billion of other carryforwards available to reduce future federal taxable income, of which $2.6 billion will expire beginning in 2033 if unused and $16.2 billion can be carried forward indefinitely. We also had approximately $5.2 billion of NOL carryforwards to reduce future state taxable income at December 31, 2024, which will expire in taxable years 2024 through 2044 if unused.

Our ability to use our NOLs and other carryforwards depends on the amount of taxable income generated in future periods. We provide a valuation allowance for our deferred tax assets, which include our NOLs and other carryforwards, when it is more likely than not that some portion, or all of our deferred tax assets, will not be realized. We consider all available positive and negative evidence and make certain assumptions in evaluating the realizability of our deferred tax assets. Many factors are considered that impact our assessment of future profitability, including conditions which are beyond our control, such as the health of the economy, the availability and price volatility of aircraft fuel and travel demand. We have determined that positive factors outweigh negative factors in the determination of the realizability of our deferred tax assets.

We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full year to income or loss for the reporting period. We have changed to use the discrete method to calculate income taxes for the three and nine months ended September 30, 2025. At this time, we believe that the use of the discrete method is more appropriate than the estimated annual effective tax rate method due to the fact that small changes in projected full year income could cause material fluctuations in our annual effective tax rate applied during each quarter.

During the three and nine months ended September 30, 2025, we recorded an income tax benefit of $28 million and an income tax provision of $36 million, respectively, which was substantially non-cash due to the utilization of the NOLs described above. Substantially all of our income or loss before income taxes is attributable to the United States.

On July 4, 2025, H.R. 1, the “One Big Beautiful Bill Act” (the OBBBA) was signed into law in the U.S. Among other changes, the OBBBA modifies key business tax provisions, including by restoring 100% bonus depreciation under Section 168(k), reverting to the higher, EBITDA-based, business interest expense limitation under Section 163(j) and changing the computation of taxes related to international operations. Based on our current analysis of these provisions, we do not believe these provisions will have a material impact on our consolidated financial statements.

  1. Fair Value Measurements

Assets Measured at Fair Value on a Recurring Basis

We utilize the market approach to measure the fair value of our financial assets. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. Our short-term investments, restricted cash and restricted short-term investments classified as Level 2 utilize significant observable inputs, other than quoted prices in active markets, for valuation of these securities. No changes in valuation techniques or inputs occurred during the nine months ended September 30, 2025.

Assets measured at fair value on a recurring basis are summarized below (in millions):

Fair Value Measurements as of September 30, 2025
TotalLevel 1Level 2Level 3
Short-term investments (1), (2):
Money market funds$392$392$—$—
Corporate obligations3,581—3,581—
Bank notes/certificates of deposit/time deposits1,600—1,600—
Repurchase agreements450—450—
6,0233925,631—
Restricted cash and short-term investments (1), (3)760454306—
Long-term investments (4)151151——
Total$6,934$997$5,937$—

(1)All short-term investments are classified as available-for-sale and stated at fair value. Unrealized gains and losses are recorded in accumulated other comprehensive loss at each reporting period. There were no credit losses.

(2)Our short-term investments mature in one year or less.

(3)Restricted cash and short-term investments primarily include collateral held to support workers’ compensation obligations, collateral associated with the payment of interest for the AAdvantage Financing and money market funds to be used to finance the cost of improvements at the Tulsa Maintenance Base. Restricted short-term investments mature in one year or less except for $128 million as of September 30, 2025.

(4)Long-term investments primarily include our equity investment in China Southern Airlines Company Limited (China Southern Airlines). See Note 8 for further information on our equity investments.

Fair Value of Debt

The fair value of our long-term debt was estimated using quoted market prices or discounted cash flow analyses based on our current estimated incremental borrowing rates for similar types of borrowing arrangements. The fair value of the Convertible Notes, which would have been classified as Level 2, was $1.2 billion as of December 31, 2024.

The carrying value and estimated fair value of our long-term debt, including current maturities, were as follows (in millions):

September 30, 2025
Fair Value
CarryingValueTotalLevel 1Level 2Level 3
Long-term debt, including current maturities$28,046$28,210$—$24,743$3,467
December 31, 2024
Fair Value
CarryingValueTotalLevel 1Level 2Level 3
Long-term debt, including current maturities$29,813$30,010$—$26,402$3,608
  1. Investments

To help expand our network and as part of our ongoing commitment to sustainability, we enter into various commercial relationships or other strategic partnerships, including equity investments, with other airlines and companies. Our equity investments are reflected in other assets on our condensed consolidated balance sheets. Our share of equity method investees’ financial results and changes in fair value are recorded in nonoperating other income (expense), net on the condensed consolidated statements of operations.

Our equity investment ownership interests and carrying values are as follows:

Ownership Interest · Carrying Value (in millions)
Accounting TreatmentSeptember 30, 2025December 31, 2024September 30, 2025December 31, 2024
Republic Airways Holdings Inc.Equity Method25.0%25.0%$270$253
China Southern AirlinesFair Value1.5%1.5%145142
Other investments (1)Various148120
Total$563$515

(1)Primarily includes our investment in JetSMART Holdings Limited, which is accounted for under the equity method.

  1. Employee Benefit Plans

The following table provides the components of net periodic benefit cost (income) (in millions):

Pension BenefitsRetiree Medical and OtherPostretirement Benefits
Three Months Ended September 30,2025202420252024
Service cost$1$—$6$8
Interest cost1801801817
Expected return on assets(232)(245)(2)(2)
Amortization of:
Prior service cost——43
Unrecognized net loss (gain)2126(6)(6)
Net periodic benefit cost (income)$(30)$(39)$20$20
Pension Benefits · Retiree Medical and OtherPostretirement Benefits
Nine Months Ended September 30,2025202420252024
Service cost$2$1$18$23
Interest cost5475425351
Expected return on assets(696)(733)(7)(7)
Amortization of:
Prior service cost——1311
Unrecognized net loss (gain)6879(17)(19)
Net periodic benefit cost (income)$(79)$(111)$60$59

Effective November 1, 2012, substantially all of our defined benefit pension plans were frozen.

The service cost component of net periodic benefit cost (income) is included in operating expenses and the other components of net periodic benefit cost (income) are included in nonoperating other income (expense), net in the condensed consolidated statements of operations.

During the first nine months of 2025, we made required contributions of $224 million to our defined benefit pension plans.

  1. Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss (AOCI) are as follows (in millions):

Pension, RetireeMedical and OtherPostretirementBenefits · Income Tax Provision (1) · Total
Balance at December 31, 2024$(2,959)$(1,606)$(4,565)
Amounts reclassified from AOCI64(14)(2)50
Net current-period other comprehensive income (loss)64(14)50
Balance at September 30, 2025$(2,895)$(1,620)$(4,515)

(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 condensed consolidated statements of operations.

Reclassifications out of AOCI are as follows (in millions):

Amounts reclassified from AOCI · Affected line items on the condensed consolidated statements of operations
AOCI Components · Three Months Ended September 30, · Nine Months EndedSeptember 30,
2025 · 2024 · 2025 · 2024
Amortization of pension, retiree medical and other postretirement benefits:
Prior service cost$3$3$10$9Nonoperating other income (expense), net
Actuarial loss12154046Nonoperating other income (expense), net
Total reclassifications for the period, net of tax$15$18$50$55
  1. Regional Expenses

Our regional carriers provide scheduled air transportation under the brand name “American Eagle.” The American Eagle carriers include our wholly-owned regional carriers as well as third-party regional carriers. Our regional carrier arrangements are principally in the form of capacity purchase agreements. Expenses associated with American Eagle operations are classified as regional expenses on the condensed consolidated statements of operations.

Regional expenses for the three months ended September 30, 2025 and 2024 include $84 million and $80 million of depreciation and amortization, respectively, and $2 million of aircraft rent in each period. Regional expenses for the nine months ended September 30, 2025 and 2024 include $244 million and $238 million of depreciation and amortization, respectively, and $7 million of aircraft rent in each period.

During the three months ended September 30, 2025 and 2024, we recognized $177 million and $153 million, respectively, of expense under our capacity purchase agreement with Republic Airways Inc. (Republic). During the nine months ended September 30, 2025 and 2024, we recognized $519 million and $452 million, respectively, of expense under our capacity purchase agreement with Republic. We hold a 25% equity interest in Republic Airways Holdings Inc., the parent company of Republic.

  1. Legal Proceedings

Private Party Antitrust Actions Related to the Northeast Alliance (NEA). On December 5, 2022 and December 7, 2022, two private party plaintiffs filed putative class action antitrust complaints against AAG and JetBlue in the U.S. District Court for the Eastern District of New York alleging that AAG and JetBlue violated U.S. antitrust law in connection with the previously disclosed NEA. These actions were consolidated on January 10, 2023. The private party plaintiffs filed an amended consolidated complaint on February 3, 2023. On February 2, 2023 and February 15, 2023, private party plaintiffs filedtwo additional putative class action antitrust complaints against AAG and JetBlue in the U.S. District Court for the District of Massachusetts and the U.S. District Court for the Eastern District of New York, respectively. In March 2023, AAG filed a motion in the U.S. District Court for the District of Massachusetts case asking to transfer the case to the U.S. District Court for the Eastern District of New York and consolidate it with the cases pending in that venue. The U.S. District Court for the District of Massachusetts granted that motion. The remaining cases were consolidated with the other actions in the Eastern District of New York. In June 2023, the private party plaintiffs filed a second amended consolidated complaint, followed by a third amended complaint filed in August 2023. In September 2023, AAG, together with JetBlue, filed a motion to dismiss the third amended complaint. In September 2024, the court denied that motion. AAG and JetBlue filed answers to the private party plaintiffs’ third amended complaint in October 2024, and the parties are now engaged in discovery. We believe these lawsuits are without merit and are defending against them vigorously.

Securities and Stockholder Derivative Litigation. On July 18, 2024, AAG and certain of its current and former officers were named as defendants in a putative class action lawsuit filed in the U.S. District Court for the Northern District of Texas, captioned Qawasmi v. American Airlines Group Inc., et al. The Qawasmi plaintiff purports to represent investors who acquired AAG securities between January 25, 2024 and May 28, 2024. On August 28, 2024, AAG and certain of its current and former officers were named as defendants in a second putative class action lawsuit filed in the same court, captioned Thornburg v. American Airlines Group Inc., et al. The Thornburg plaintiff purports to represent investors who acquired AAG securities between July 20, 2023 and May 28, 2024. Both the Qawasmi and Thornburg complaints assert violations of Sections 10(b) and 20(a) of the Exchange Act based on allegations that, during the relevant periods, AAG misrepresented and/or omitted material facts related to its financial outlook and certain commercial initiatives. On September 16, 2024, certain purported AAG investors moved for consolidation of the Qawasmi and Thornburg actions as well as appointment as lead plaintiff. On November 22, 2024, the Qawasmiand Thornburg complaints were consolidated into a single action bearing the caption In re American Airlines Group Inc. Securities Litigation. The court also appointed co-lead plaintiffs and lead counsel to represent the putative class in the consolidated action. Plaintiffs filed a consolidated complaint on January 21, 2025, and an amended consolidated complaint on March 19, 2025. The consolidated complaint makes similar factual allegations to the prior complaints regarding AAG’s financial outlook and certain commercial initiatives. AAG and the individual defendants filed a joint motion to dismiss on March 21, 2025 that was fully submitted on May 23, 2025. That motion is currently pending.

Additionally, on September 19, 2024, certain of AAG’s current and former directors and officers were named as defendants in a shareholder derivative lawsuit (in which AAG is a nominal defendant) filed in the U.S. District Court for the Northern District of Texas, captioned Hollin v. Isom, et al. The Hollin complaint asserts violations of Section 10(b) of the Exchange Act, breach of fiduciary duty, and claims for unjust enrichment and corporate waste. On September 26, 2024, a second derivative complaint was filed in the same court, similarly naming certain of AAG’s current and former directors and officers (as well as AAG as a nominal defendant), captioned Leon v. Isom, et al. The Leon complaint asserts violations of Section 14(a) of the Exchange Act, breaches of fiduciary duty, claims of unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and a claim for contribution. The Hollinand Leon complaints generally allege the same purported misconduct as alleged in the securities class actions. On November 25, 2024, the Hollinand Leon complaints were consolidated into a single action bearing the caption In re American Airlines Group Inc. Stockholder Derivative Action. The derivative actions are currently stayed pending resolution of the securities class action. We believe both the securities class action and shareholder derivative lawsuit are without merit and intend to defend against them vigorously.

General. In addition to the specifically identified legal proceedings, we and our subsidiaries are also engaged in other legal proceedings from time to time. Legal proceedings can be complex and take many months, or even years, to reach resolution, with the final outcome depending on a number of variables, some of which are not within our control. Therefore, although we will vigorously defend ourselves in each of the actions described above and such other legal proceedings, their ultimate resolution and potential financial and other impacts on us are uncertain but could be material.

  1. Subsequent Events

In October 2025, American refinanced the $629 million remaining outstanding principal amount of the 10.75% senior secured IP notes and the 10.75% senior secured LGA/DCA notes due February 2026 with $629 million borrowed under a senior unsecured short-term loan facility. Term loans under the facility mature on January 21, 2026 and bear interest at SOFR for a tenor of one month plus an applicable margin of 2.375% per annum (6.40% as of the closing date). The resulting transactions also accelerated the release of the 10.75% senior secured LGA/DCA notes collateral.

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