AAL 2019 Proxy Statement

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about our Common Stock that may be issued under all of our existing equity compensation plans as of December 31, 2018, which include the following: • the AAG 2013 IAP; and • the 2011 Plan.

(i) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

(iii) Number of Securities Remaining Available

(ii) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($)

for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (i))

Plan Category

Equity Compensation Plans Approved by Security Holders (a) Equity Compensation Plans Not Approved by Security Holders (b)

4,217,573

-

31,553,607

562,189

7.72 (c)

- (d)

Total

4,779,762

7.72

31,553,607

(a) The AAG 2013 IAP was approved by the Bankruptcy Court in connection with AMR’s bankruptcy plan and further approved by the Board of Directors on December 9, 2013. Under Delaware law, as part of the reorganization the AAG 2013 IAP was deemed to be approved by our stockholders. The AAG 2013 IAP replaces and supersedes the 2011 Plan. No additional awards will be made under the 2011 Plan or the other US Airways Group, Inc. plans. The AAG 2013 IAP authorizes the grant of awards for the issuance of 40,000,000 shares plus any shares underlying awards granted under the AAG 2013 IAP, or any US Airways Group, Inc. plan, that are forfeited, terminate or are cash settled (in whole or in part) without a payment being made in the form of shares. In addition, any shares that were available for issuance under the 2011 Plan as of the effective date of the AAG 2013 IAP may be used for awards under the AAG 2013 IAP; provided, that awards using such available shares under the 2011 Plan shall not be made after the date awards or grants could have been made under the 2011 Plan and shall only be made to individuals who were not providing services to AAG prior to the merger with US Airways. Consists of 4,217,573 RSUs. (b) The 2011 Plan was approved by US Airways Group’s stockholders prior to the merger with US Airways, but has not been approved by our stockholders. As of December 31, 2018, there were 562,189 SARs outstanding under the 2011 Plan. (c) Represents the weighted average exercise price of the outstanding SARs. The weighted average remaining term of these outstanding SARs is 0.3 years. (d) No shares are available for future grant under this plan.

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2019 Proxy Statement |