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Share Name | Share Symbol | Market | Type |
---|---|---|---|
American Airlines Group Inc | NASDAQ:AAL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.12 | 0.89% | 13.63 | 13.60 | 13.63 | 13.81 | 13.33 | 13.50 | 28,828,269 | 00:59:52 |
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FORM 10-Q
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ý
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the Transition Period From
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to
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American Airlines Group Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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75-1825172
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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4333 Amon Carter Blvd., Fort Worth, Texas 76155
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(817) 963-1234
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(Address of principal executive offices, including zip code)
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(Registrant's telephone number, including area code)
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American Airlines, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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13-1502798
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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4333 Amon Carter Blvd., Fort Worth, Texas 76155
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(817) 963-1234
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(Address of principal executive offices, including zip code)
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(Registrant's telephone number, including area code)
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Page
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PART I: FINANCIAL INFORMATION
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Item 1A.
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Condensed Consolidated Financial Statements of American Airlines Group Inc.
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Condensed Consolidated Statements of Operations
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Condensed Consolidated Statements of Comprehensive Income (Loss)
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Condensed Consolidated Balance Sheets
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Condensed Consolidated Statements of Cash Flows
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Notes to the Condensed Consolidated Financial Statements
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Item 1B.
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Condensed Consolidated Financial Statements of American Airlines, Inc.
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Condensed Consolidated Statements of Operations
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Condensed Consolidated Statements of Comprehensive Income (Loss)
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Condensed Consolidated Balance Sheets
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Condensed Consolidated Statements of Cash Flows
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Notes to the Condensed Consolidated Financial Statements
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 4.
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Controls and Procedures
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PART II: OTHER INFORMATION
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Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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Item 6.
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Exhibits
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SIGNATURES
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ITEM 1A.
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AMERICAN AIRLINES GROUP INC. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2014
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2013
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2014
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2013
|
||||||||
Operating revenues
|
|
|
|
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|
|
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||||||||
Mainline passenger
|
|
$
|
8,213
|
|
|
$
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4,888
|
|
|
$
|
15,471
|
|
|
$
|
9,502
|
|
Regional passenger
|
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1,707
|
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|
752
|
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3,114
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1,431
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||||
Cargo
|
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221
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|
169
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|
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428
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|
325
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||||
Other
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1,214
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|
640
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2,338
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|
1,289
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||||
Total operating revenues
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11,355
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6,449
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21,351
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12,547
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||||
Operating expenses
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|
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|
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||||||||
Aircraft fuel and related taxes
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2,830
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1,880
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|
5,541
|
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|
3,814
|
|
||||
Salaries, wages and benefits
|
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2,163
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|
|
1,284
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4,282
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|
|
2,551
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||||
Regional expenses
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1,657
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|
769
|
|
|
3,251
|
|
|
1,549
|
|
||||
Maintenance, materials and repairs
|
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514
|
|
|
317
|
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999
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643
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|
||||
Other rent and landing fees
|
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441
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284
|
|
|
866
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|
|
572
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|
||||
Aircraft rent
|
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312
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|
|
181
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|
|
631
|
|
|
346
|
|
||||
Selling expenses
|
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402
|
|
|
273
|
|
|
804
|
|
|
563
|
|
||||
Depreciation and amortization
|
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319
|
|
|
207
|
|
|
626
|
|
|
411
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Special items, net
|
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251
|
|
|
12
|
|
|
114
|
|
|
83
|
|
||||
Other
|
|
1,067
|
|
|
730
|
|
|
2,108
|
|
|
1,432
|
|
||||
Total operating expenses
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9,956
|
|
|
5,937
|
|
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19,222
|
|
|
11,964
|
|
||||
Operating income
|
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1,399
|
|
|
512
|
|
|
2,129
|
|
|
583
|
|
||||
Nonoperating income (expense)
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
8
|
|
|
5
|
|
|
15
|
|
|
9
|
|
||||
Interest expense, net of capitalized interest
|
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(214
|
)
|
|
(161
|
)
|
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(457
|
)
|
|
(415
|
)
|
||||
Other, net
|
|
11
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|
|
(12
|
)
|
|
9
|
|
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(37
|
)
|
||||
Total nonoperating expense, net
|
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(195
|
)
|
|
(168
|
)
|
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(433
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)
|
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(443
|
)
|
||||
Income before reorganization items, net
|
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1,204
|
|
|
344
|
|
|
1,696
|
|
|
140
|
|
||||
Reorganization items, net
|
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—
|
|
|
(124
|
)
|
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—
|
|
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(284
|
)
|
||||
Income (loss) before income taxes
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|
1,204
|
|
|
220
|
|
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1,696
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(144
|
)
|
||||
Income tax provision (benefit)
|
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340
|
|
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—
|
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353
|
|
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(22
|
)
|
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Net income (loss)
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$
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864
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$
|
220
|
|
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$
|
1,343
|
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$
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(122
|
)
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||||||||
Earnings (loss) per share:
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||||||||
Basic
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$
|
1.20
|
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|
$
|
0.88
|
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|
$
|
1.86
|
|
|
$
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(0.49
|
)
|
Diluted
|
|
$
|
1.17
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|
$
|
0.79
|
|
|
$
|
1.82
|
|
|
$
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(0.49
|
)
|
Weighted average shares outstanding (in thousands):
|
|
|
|
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||||||||
Basic
|
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720,600
|
|
|
249,588
|
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|
722,286
|
|
|
249,540
|
|
||||
Diluted
|
|
734,767
|
|
|
288,511
|
|
|
738,051
|
|
|
249,540
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income (loss)
|
|
$
|
864
|
|
|
$
|
220
|
|
|
$
|
1,343
|
|
|
$
|
(122
|
)
|
Other comprehensive loss before tax:
|
|
|
|
|
|
|
|
|
||||||||
Defined benefit pension plans and retiree medical
|
|
(59
|
)
|
|
(33
|
)
|
|
(104
|
)
|
|
(66
|
)
|
||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
||||||||
Change in fair value
|
|
13
|
|
|
(41
|
)
|
|
(54
|
)
|
|
(56
|
)
|
||||
Reclassification into earnings
|
|
5
|
|
|
13
|
|
|
12
|
|
|
12
|
|
||||
Net unrealized gain on investments:
|
|
|
|
|
|
|
|
|
||||||||
Net change in value
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
||||
Other comprehensive loss before tax
|
|
(41
|
)
|
|
(60
|
)
|
|
(144
|
)
|
|
(110
|
)
|
||||
Reversal of non-cash tax provision
|
|
330
|
|
|
—
|
|
|
330
|
|
|
—
|
|
||||
Comprehensive income (loss)
|
|
$
|
1,153
|
|
|
$
|
160
|
|
|
$
|
1,529
|
|
|
$
|
(232
|
)
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash
|
|
$
|
1,210
|
|
|
$
|
1,140
|
|
Short-term investments
|
|
8,249
|
|
|
8,111
|
|
||
Restricted cash and short-term investments
|
|
882
|
|
|
1,035
|
|
||
Accounts receivable, net
|
|
1,981
|
|
|
1,560
|
|
||
Aircraft fuel, spare parts and supplies, net
|
|
1,093
|
|
|
1,012
|
|
||
Prepaid expenses and other
|
|
1,551
|
|
|
1,465
|
|
||
Total current assets
|
|
14,966
|
|
|
14,323
|
|
||
Operating property and equipment
|
|
|
|
|
||||
Flight equipment
|
|
26,113
|
|
|
23,730
|
|
||
Ground property and equipment
|
|
5,712
|
|
|
5,585
|
|
||
Equipment purchase deposits
|
|
1,043
|
|
|
1,077
|
|
||
Total property and equipment, at cost
|
|
32,868
|
|
|
30,392
|
|
||
Less accumulated depreciation and amortization
|
|
(11,632
|
)
|
|
(11,133
|
)
|
||
Total property and equipment, net
|
|
21,236
|
|
|
19,259
|
|
||
Other assets
|
|
|
|
|
||||
Goodwill
|
|
4,089
|
|
|
4,086
|
|
||
Intangibles, net of accumulated amortization of $419 and $373, respectively
|
|
2,330
|
|
|
2,311
|
|
||
Other assets
|
|
2,190
|
|
|
2,299
|
|
||
Total other assets
|
|
8,609
|
|
|
8,696
|
|
||
Total assets
|
|
$
|
44,811
|
|
|
$
|
42,278
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt and capital leases
|
|
$
|
1,523
|
|
|
$
|
1,446
|
|
Accounts payable
|
|
1,653
|
|
|
1,368
|
|
||
Accrued salaries and wages
|
|
961
|
|
|
1,143
|
|
||
Air traffic liability
|
|
5,683
|
|
|
4,380
|
|
||
Frequent flyer liability
|
|
2,879
|
|
|
3,005
|
|
||
Other accrued liabilities
|
|
2,389
|
|
|
2,464
|
|
||
Total current liabilities
|
|
15,088
|
|
|
13,806
|
|
||
Noncurrent liabilities
|
|
|
|
|
||||
Long-term debt and capital leases, net of current maturities
|
|
15,205
|
|
|
15,353
|
|
||
Pension and postretirement benefits
|
|
5,704
|
|
|
5,828
|
|
||
Deferred gains and credits, net
|
|
905
|
|
|
935
|
|
||
Mandatorily convertible preferred stock and other bankruptcy settlement obligations
|
|
415
|
|
|
5,928
|
|
||
Other liabilities
|
|
3,408
|
|
|
3,159
|
|
||
Total noncurrent liabilities
|
|
25,637
|
|
|
31,203
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders' equity (deficit)
|
|
|
|
|
||||
Common stock, $0.01 par value; 1,750,000,000 shares authorized, 720,501,649 shares outstanding as of June 30, 2014; 526,805,522 shares outstanding as of December 31, 2013.
|
|
7
|
|
|
5
|
|
||
Additional paid-in capital
|
|
15,879
|
|
|
10,592
|
|
||
Treasury stock
|
|
(1
|
)
|
|
—
|
|
||
Accumulated other comprehensive loss
|
|
(1,846
|
)
|
|
(2,032
|
)
|
||
Accumulated deficit
|
|
(9,953
|
)
|
|
(11,296
|
)
|
||
Total stockholders' equity (deficit)
|
|
4,086
|
|
|
(2,731
|
)
|
||
Total liabilities and stockholders' equity (deficit)
|
|
$
|
44,811
|
|
|
$
|
42,278
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Net cash provided by operating activities
|
|
$
|
2,637
|
|
|
$
|
1,870
|
|
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures and aircraft purchase deposits
|
|
(2,678
|
)
|
|
(1,804
|
)
|
||
Increase in short-term investments
|
|
(138
|
)
|
|
(2,194
|
)
|
||
Decrease (increase) in restricted cash and short-term investments
|
|
153
|
|
|
(13
|
)
|
||
Net proceeds from slot transaction
|
|
307
|
|
|
—
|
|
||
Proceeds from sale of property and equipment
|
|
9
|
|
|
26
|
|
||
Net cash used in investing activities
|
|
(2,347
|
)
|
|
(3,985
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Payments on long-term debt and capital leases
|
|
(1,145
|
)
|
|
(551
|
)
|
||
Proceeds from issuance of long-term debt
|
|
534
|
|
|
1,684
|
|
||
Exercise of stock options
|
|
9
|
|
|
—
|
|
||
Deferred financing costs
|
|
(7
|
)
|
|
(30
|
)
|
||
Sale-leaseback transactions
|
|
411
|
|
|
1,132
|
|
||
Treasury stock repurchases
|
|
(28
|
)
|
|
—
|
|
||
Other financing activities
|
|
6
|
|
|
4
|
|
||
Net cash provided by (used in) financing activities
|
|
(220
|
)
|
|
2,239
|
|
||
Net increase in cash
|
|
70
|
|
|
124
|
|
||
Cash at beginning of period
|
|
1,140
|
|
|
480
|
|
||
Cash at end of period
|
|
$
|
1,210
|
|
|
$
|
604
|
|
|
|
|
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
|
||||
Settlement of bankruptcy obligations
|
|
$
|
5,362
|
|
|
$
|
—
|
|
Capital lease obligations
|
|
361
|
|
|
—
|
|
||
Supplemental information:
|
|
|
|
|
||||
Interest paid, net of amounts capitalized
|
|
367
|
|
|
190
|
|
||
Income tax paid
|
|
5
|
|
|
6
|
|
•
|
Reclassifications between various operating income line items to conform the presentation of Cargo and Other revenues.
|
•
|
Reclassifications between various operating expense line items to conform the presentation of Regional expenses.
|
•
|
Reclassifications between Other nonoperating income (expense), net and Operating expenses to conform the presentation of foreign currency gains and losses.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2013
|
||||||||||||
|
|
As Reclassified
|
|
Historical
|
|
As Reclassified
|
|
Historical
|
||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
||||||||
Mainline passenger
|
|
$
|
4,888
|
|
|
$
|
4,888
|
|
|
$
|
9,502
|
|
|
$
|
9,502
|
|
Regional passenger
|
|
752
|
|
|
752
|
|
|
1,431
|
|
|
1,431
|
|
||||
Cargo
|
|
169
|
|
|
167
|
|
|
325
|
|
|
322
|
|
||||
Other
|
|
640
|
|
|
642
|
|
|
1,289
|
|
|
1,292
|
|
||||
Total operating revenues
|
|
6,449
|
|
|
6,449
|
|
|
12,547
|
|
|
12,547
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel and related taxes
|
|
1,880
|
|
|
2,139
|
|
|
3,814
|
|
|
4,339
|
|
||||
Salaries, wages and benefits
|
|
1,284
|
|
|
1,450
|
|
|
2,551
|
|
|
2,934
|
|
||||
Regional expenses
|
|
769
|
|
|
—
|
|
|
1,549
|
|
|
—
|
|
||||
Maintenance, materials and repairs
|
|
317
|
|
|
375
|
|
|
643
|
|
|
758
|
|
||||
Other rent and landing fees
|
|
284
|
|
|
343
|
|
|
572
|
|
|
690
|
|
||||
Aircraft rent
|
|
181
|
|
|
179
|
|
|
346
|
|
|
343
|
|
||||
Selling expenses
|
|
273
|
|
|
257
|
|
|
563
|
|
|
533
|
|
||||
Depreciation and amortization
|
|
207
|
|
|
248
|
|
|
411
|
|
|
494
|
|
||||
Special items, net
|
|
12
|
|
|
13
|
|
|
83
|
|
|
41
|
|
||||
Other
|
|
730
|
|
|
956
|
|
|
1,432
|
|
|
1,875
|
|
||||
Total operating expenses
|
|
5,937
|
|
|
5,960
|
|
|
11,964
|
|
|
12,007
|
|
||||
Operating income
|
|
512
|
|
|
489
|
|
|
583
|
|
|
540
|
|
||||
Nonoperating income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
5
|
|
|
5
|
|
|
9
|
|
|
9
|
|
||||
Interest expense, net of capitalized interest
|
|
(161
|
)
|
|
(156
|
)
|
|
(415
|
)
|
|
(406
|
)
|
||||
Other, net
|
|
(12
|
)
|
|
6
|
|
|
(37
|
)
|
|
(3
|
)
|
||||
Total nonoperating expense, net
|
|
$
|
(168
|
)
|
|
$
|
(145
|
)
|
|
$
|
(443
|
)
|
|
$
|
(400
|
)
|
•
|
all secured claims against the Debtors have been reinstated;
|
•
|
allowed administrative claims, priority claims and convenience claims have been or will be paid in full in cash;
|
•
|
other holders of allowed pre-petition unsecured claims, holders of allowed interests and certain employees of AMR received or will receive
72%
of AAG Common Stock (on a fully converted basis) authorized to be issued pursuant to the Plan and in connection with the Merger under the following provisions:
|
◦
|
all creditors holding general unsecured claims against American that are guaranteed by AAG and general unsecured claims against AAG that are guaranteed by American (Double-Dip Unsecured Claims) were treated the same under the Plan. Holders of Double-Dip Unsecured Claims received, at the Effective Date, their recovery in shares
|
◦
|
all creditors holding Single-Dip Unsecured Claims were treated the same regardless of whether the claim was asserted against the AAG Debtors, the American Debtors, or other Debtors. As used herein, "Single-Dip Unsecured Claims" means the general unsecured claims against the Debtors that were not guaranteed by any other Debtor, other than the claims of the Debtors' labor unions representing mainline workers. Holders of Single-Dip Unsecured Claims received a portion of their recovery in shares of AAG Series A Preferred Stock at the Effective Date and their remaining recovery in shares of AAG Common Stock during the 120-day period after the Effective Date;
|
◦
|
holders of certain labor-related deemed claims and certain non-management, non-union employees as specified in the Plan received, at the Effective Date, the right to receive an allocation of shares of AAG Common Stock representing
23.6%
of the total number of shares of AAG Common Stock ultimately distributed to holders of pre-petition general unsecured creditors against the Debtors. On the Effective Date, pursuant to the Plan, an initial allocation of approximately
39 million
shares of AAG Common Stock was made related to these labor and employee groups, of which approximately
27 million
shares were distributed on the Effective Date and approximately
13 million
shares of which were withheld in connection with the Company making a cash payment of approximately
$300 million
for certain required withholding taxes;
|
◦
|
holders of allowed interests in AMR (primarily holders of AMR common stock existing immediately prior to the Effective Date) received, at the Effective Date, a distribution of approximately
26 million
shares of AAG Common Stock representing
3.5%
of the total number of shares of AAG Common Stock contemplated for issuance pursuant to the Plan and received an additional
267 million
shares of AAG Common Stock during the 120-day period after the Effective Date; and
|
◦
|
holders of disputed claims at the Effective Date, to the extent such disputed claims become allowed Single-Dip Unsecured Claims after the Effective Date, are eligible to receive shares of AAG Common Stock held in reserve (the Disputed Claims Reserve), beginning
180
days after the Effective Date. Disputed claimholders that subsequently become holders of Single-Dip Unsecured Claims will receive, subject to the availability of sufficient shares in the Disputed Claims Reserve, the number of shares of AAG Common Stock that the disputed claimholder would have received had such claimholder been a holder of Single-Dip Unsecured Claims as of the Effective Date.
|
•
|
$385 million
in cash to the pension plans in connection with missed contributions to the pension plans during the Chapter 11 Cases and interest and penalty interest thereon;
|
•
|
$108 million
in cash to holders in partial or full satisfaction of their claims, including to holders of administrative claims, and state and local priority tax claims;
|
•
|
$196 million
in cure payments to holders of secured debt; and
|
•
|
Approximately
$542 million
for payroll taxes associated with equity distributions to employees.
|
|
|
Three Months Ended June 30, 2013
|
|
Six Months Ended June 30, 2013
|
||||
Aircraft and facility financing renegotiations and rejections
(1)
|
|
$
|
83
|
|
|
$
|
219
|
|
Professional fees
|
|
40
|
|
|
79
|
|
||
Other
|
|
1
|
|
|
(14
|
)
|
||
Total reorganization items, net
|
|
$
|
124
|
|
|
$
|
284
|
|
(1)
|
Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing or facility agreement when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim.
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
AAG Series A Preferred Stock
|
|
$
|
—
|
|
|
$
|
3,833
|
|
Single-Dip Equity Obligations
|
|
317
|
|
|
1,246
|
|
||
Labor-related deemed claim
|
|
98
|
|
|
849
|
|
||
Total
|
|
$
|
415
|
|
|
$
|
5,928
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Mainline operating special items, net
(a)
|
|
$
|
251
|
|
|
$
|
12
|
|
|
$
|
114
|
|
|
$
|
83
|
|
(a)
|
The 2014 second quarter mainline operating special items totaled a net charge of
$251 million
, which principally included
$163 million
of merger integration expenses related to information technology, professional fees, severance, re-branding of aircraft and airport facilities, relocation and training as well as a net
$38 million
charge for bankruptcy related items primarily reflecting fair value adjustments for bankruptcy settlement obligations and
$37 million
in charges relating to the buyout of leases associated with certain aircraft. The 2014
six
month period mainline operating special items totaled a net charge of
$114 million
, which principally included
$365 million
of merger integration expenses,
$40 million
in charges primarily relating to the buyout of leases associated with certain aircraft and a net
$5 million
charge for bankruptcy related items as described above. These charges were offset in part by a
$309 million
gain on the sale of slots at DCA.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Regional operating special items, net
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
3
|
|
Nonoperating special items, net
(b)
|
|
2
|
|
|
—
|
|
|
50
|
|
|
116
|
|
||||
Reorganization items, net
(c)
|
|
—
|
|
|
124
|
|
|
—
|
|
|
284
|
|
||||
Income tax special items, net
(d)
|
|
337
|
|
|
—
|
|
|
345
|
|
|
—
|
|
(b)
|
The
2014
second
quarter and
six
month period nonoperating special items were primarily due to non-cash interest accretion of
$2 million
and
$33 million
, respectively, on the bankruptcy settlement obligations.
|
(c)
|
In the
2013
second
quarter and
six
month period, the Company recognized reorganization expenses as a result of the filing of the Chapter 11 Cases. These amounts consisted primarily of estimated allowed claim amounts and professional fees.
|
(d)
|
During the
second
quarter, the Company sold its portfolio of fuel hedging contracts that were scheduled to settle on or after
June 30, 2014
. In connection with this sale, the Company recorded a special non-cash tax provision of
$330 million
in the statement of operations for the
second
quarter of
2014
that reverses the non-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 the Company’s fuel hedging contracts. In accordance with GAAP, the Company retained the
$330 million
tax provision in OCI until the last contract was settled or terminated. In addition, the Company recorded
$7 million
in non-cash deferred income tax provision related to certain indefinite-lived intangible assets in the
2014
second
quarter. The
2014
six
month period included the
$330 million
non-cash tax provision related to the settlement of fuel hedges discussed above as well as
$15 million
in non-cash deferred income tax provision related to certain indefinite-lived intangible assets.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Basic EPS:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
864
|
|
|
$
|
220
|
|
|
$
|
1,343
|
|
|
$
|
(122
|
)
|
Weighted-average common shares outstanding (in thousands)
|
720,600
|
|
|
249,588
|
|
|
722,286
|
|
|
249,540
|
|
||||
Basic EPS
|
$
|
1.20
|
|
|
$
|
0.88
|
|
|
$
|
1.86
|
|
|
$
|
(0.49
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted EPS:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
864
|
|
|
$
|
220
|
|
|
$
|
1,343
|
|
|
$
|
(122
|
)
|
Interest expense on convertible senior notes
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||
Change in fair value of conversion feature on 7.25% convertible senior notes
(a)
|
(2
|
)
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Net income (loss) for purposes of computing diluted EPS
|
$
|
862
|
|
|
$
|
227
|
|
|
$
|
1,346
|
|
|
$
|
(122
|
)
|
Share computation for diluted EPS (in thousands):
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding
|
720,600
|
|
|
249,588
|
|
|
722,286
|
|
|
249,540
|
|
||||
Dilutive effect of stock awards
|
14,167
|
|
|
4,342
|
|
|
13,850
|
|
|
—
|
|
||||
Assumed conversion of convertible senior notes
|
—
|
|
|
34,581
|
|
|
1,915
|
|
|
—
|
|
||||
Weighted average common shares outstanding - as adjusted
|
734,767
|
|
|
288,511
|
|
|
738,051
|
|
|
249,540
|
|
||||
Diluted EPS
|
$
|
1.17
|
|
|
$
|
0.79
|
|
|
$
|
1.82
|
|
|
$
|
(0.49
|
)
|
|
|
|
|
|
|
|
|
||||||||
The following were excluded from the computation of diluted EPS (in thousands):
|
|
|
|
|
|
|
|
||||||||
Stock options, SARs and RSUs because inclusion would be antidilutive
|
582
|
|
|
—
|
|
|
307
|
|
|
38
|
|
||||
Convertible notes because inclusion would be antidilutive
|
—
|
|
|
6
|
|
|
—
|
|
|
11
|
|
(a)
|
In March 2014, the Company notified the holders of US Airways Group's
7.25%
convertible senior notes that it 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, the Company must adjust the numerator for purposes of calculating diluted earnings per share by the change in fair value of the conversion feature from March 12, 2014 to May 15, 2014, which increased (decreased) GAAP net income for purposes of computing diluted earnings per share by
$(2) million
and
$3 million
, respectively, for the
three and six months ended
June 30, 2014
.
|
|
June 30,
2014 |
|
December 31, 2013
|
||||
Secured
|
|
|
|
||||
American
|
|
|
|
||||
Secured indebtedness, fixed and variable interest rates ranging from 1.43% to 8.10%, maturing from 2014 to 2026
|
$
|
1,862
|
|
|
$
|
2,140
|
|
Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 4.00% to 7.00%, maturing from 2017 to 2025
|
3,415
|
|
|
3,516
|
|
||
Special facility revenue bonds, fixed interest rates ranging from 7.125% to 8.50%, maturing from 2016 to 2031
|
1,313
|
|
|
1,313
|
|
||
Senior secured credit facility, variable interest rate of 3.75%, installments through 2019
|
1,881
|
|
|
1,891
|
|
||
7.50% senior secured notes, interest only payments until due in 2016
|
900
|
|
|
1,000
|
|
||
AAdvantage Miles advance purchase, effective rate of 8.30%, installments through 2017
|
524
|
|
|
611
|
|
||
Other secured obligations, fixed interest rates ranging from 4.19% to 12.24%, maturing from 2014 to 2035
|
715
|
|
|
380
|
|
||
Total American secured debt
|
10,610
|
|
|
10,851
|
|
||
US Airways Group
|
|
|
|
||||
2013 Citicorp Credit Facility tranche B-1, variable interest rate of 3.50%, installments through 2019
|
990
|
|
|
1,000
|
|
||
2013 Citicorp Credit Facility tranche B-2, variable interest rate of 3.00%, installments through 2016
|
594
|
|
|
600
|
|
||
Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 3.95% to 11.00%, maturing from 2014 to 2025
|
2,863
|
|
|
2,515
|
|
||
Equipment loans and other notes payable, fixed and variable interest rates ranging from 1.55% to 8.48%, maturing from 2015 to 2029
|
1,193
|
|
|
1,330
|
|
||
Other secured obligations, fixed interest rates ranging from 5.20% to 8.00%, maturing from 2014 to 2015
|
45
|
|
|
47
|
|
||
Total US Airways Group secured debt
|
5,685
|
|
|
5,492
|
|
||
Total AAG secured debt
|
16,295
|
|
|
16,343
|
|
||
Unsecured
|
|
|
|
||||
US Airways Group
|
|
|
|
||||
6.125% senior notes, interest only payments until due in 2018
|
500
|
|
|
500
|
|
||
7.25% convertible senior notes
|
—
|
|
|
22
|
|
||
Industrial development bonds, fixed interest rate of 6.30%
|
—
|
|
|
29
|
|
||
Total US Airways Group unsecured debt
|
500
|
|
|
551
|
|
||
Total AAG unsecured debt
|
500
|
|
|
551
|
|
||
Total long-term debt and capital lease obligations
|
16,795
|
|
|
16,894
|
|
||
Less: total unamortized debt discount
|
67
|
|
|
95
|
|
||
Less: current maturities
|
1,523
|
|
|
1,446
|
|
||
Long-term debt and capital lease obligations, net of current maturities
|
$
|
15,205
|
|
|
$
|
15,353
|
|
|
|
Fair Value Measurements as of June 30, 2014
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Short-term investments
(1), (2)
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
195
|
|
|
$
|
195
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government agency investments
|
|
921
|
|
|
—
|
|
|
921
|
|
|
—
|
|
||||
Repurchase agreements
|
|
248
|
|
|
—
|
|
|
248
|
|
|
—
|
|
||||
Corporate obligations
|
|
5,410
|
|
|
—
|
|
|
5,410
|
|
|
—
|
|
||||
Bank notes / Certificates of deposit / Time deposits
|
|
1,475
|
|
|
—
|
|
|
1,475
|
|
|
—
|
|
||||
|
|
8,249
|
|
|
195
|
|
|
8,054
|
|
|
—
|
|
||||
Restricted cash and short-term investments
(1)
|
|
882
|
|
|
851
|
|
|
31
|
|
|
—
|
|
||||
Total
|
|
$
|
9,131
|
|
|
$
|
1,046
|
|
|
$
|
8,085
|
|
|
$
|
—
|
|
(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)
|
The Company's short-term investments mature in one year or less except for
$2.0 billion
of corporate obligations,
$525 million
of Bank notes/Certificates of deposit/Time deposits and
$469 million
of U.S. government agency investments.
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Long-term debt, including current maturities
|
|
$
|
16,728
|
|
|
$
|
17,564
|
|
|
$
|
16,799
|
|
|
$
|
17,035
|
|
|
|
Pension Benefits
|
|
Retiree Medical and Other Benefits
|
||||||||||||
Three Months Ended June 30,
|
||||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Interest cost
|
|
185
|
|
|
163
|
|
|
16
|
|
|
13
|
|
||||
Expected return on assets
|
|
(197
|
)
|
|
(180
|
)
|
|
(5
|
)
|
|
(4
|
)
|
||||
Settlements
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of:
|
|
|
|
|
|
|
|
|
||||||||
Prior service cost (benefit)
|
|
7
|
|
|
7
|
|
|
(59
|
)
|
|
(61
|
)
|
||||
Unrecognized net loss (gain)
|
|
12
|
|
|
23
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Net periodic benefit cost
|
|
$
|
10
|
|
|
$
|
14
|
|
|
$
|
(49
|
)
|
|
$
|
(54
|
)
|
|
|
Pension Benefits
|
|
Retiree Medical and Other Benefits
|
||||||||||||
Six Months Ended June 30,
|
||||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Interest cost
|
|
371
|
|
|
326
|
|
|
31
|
|
|
26
|
|
||||
Expected return on assets
|
|
(393
|
)
|
|
(360
|
)
|
|
(10
|
)
|
|
(8
|
)
|
||||
Settlements
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of:
|
|
|
|
|
|
|
|
|
||||||||
Prior service cost (benefit)
|
|
14
|
|
|
14
|
|
|
(120
|
)
|
|
(122
|
)
|
||||
Unrecognized net loss (gain)
|
|
23
|
|
|
46
|
|
|
(4
|
)
|
|
(4
|
)
|
||||
Net periodic benefit cost
|
|
$
|
20
|
|
|
$
|
28
|
|
|
$
|
(102
|
)
|
|
$
|
(108
|
)
|
|
Location in condensed consolidated statements of operations
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||
Amount of gain (loss) reclassified from accumulated OCI into income
(1)
|
Aircraft fuel and related taxes
|
|
$
|
(5
|
)
|
|
$
|
(13
|
)
|
|
$
|
(12
|
)
|
|
$
|
(12
|
)
|
Amount of gain (loss) recognized in income on derivative
(2)
|
Aircraft fuel and related taxes
|
|
7
|
|
|
(18
|
)
|
|
12
|
|
|
(11
|
)
|
||||
Amount of gain (loss) recognized in condensed consolidated statements of operations
(3)
|
Aircraft fuel and related taxes
|
|
$
|
2
|
|
|
$
|
(31
|
)
|
|
$
|
—
|
|
|
$
|
(23
|
)
|
|
|
Pension and retiree medical liability
|
|
Net unrealized change on investments
|
|
Derivative financial instruments
|
|
Income tax benefit (expense)
|
|
Total
|
||||||||||
Balance at December 31, 2013
|
|
$
|
(887
|
)
|
|
$
|
(2
|
)
|
|
$
|
67
|
|
|
$
|
(1,210
|
)
|
|
$
|
(2,032
|
)
|
Other comprehensive loss before reclassifications
|
|
(17
|
)
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
(71
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
(87
|
)
|
|
2
|
|
|
12
|
|
|
330
|
|
|
257
|
|
|||||
Net current period other comprehensive income (loss)
|
|
(104
|
)
|
|
2
|
|
|
(42
|
)
|
|
330
|
|
|
186
|
|
|||||
Balance at June 30, 2014
|
|
$
|
(991
|
)
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
(880
|
)
|
|
$
|
(1,846
|
)
|
Details about accumulated other comprehensive income (loss) components
|
|
Amount reclassified from accumulated other comprehensive income (loss)
|
|
Affected line item in the statement where net income (loss) is presented
|
||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
||||||||||
Amortization of pension and retiree medical liability:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Prior service cost
|
|
$
|
(52
|
)
|
|
$
|
(54
|
)
|
|
$
|
(106
|
)
|
|
$
|
(108
|
)
|
|
Salaries, wages and benefits
|
Actuarial loss
|
|
10
|
|
|
21
|
|
|
19
|
|
|
42
|
|
|
Salaries, wages and benefits
|
||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges
|
|
5
|
|
|
13
|
|
|
12
|
|
|
12
|
|
|
Aircraft fuel and related taxes
|
||||
Net unrealized change on investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net change in value
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
Other, net
|
||||
Income tax benefit (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reversal of non-cash tax provision
|
|
330
|
|
|
—
|
|
|
330
|
|
|
—
|
|
|
Income tax provision (benefit)
|
||||
Total reclassifications for the period
|
|
$
|
293
|
|
|
$
|
(19
|
)
|
|
$
|
257
|
|
|
$
|
(54
|
)
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Aircraft fuel and related taxes
|
|
$
|
535
|
|
|
$
|
260
|
|
|
$
|
1,035
|
|
|
$
|
525
|
|
Salaries, wages and benefits
|
|
271
|
|
|
167
|
|
|
536
|
|
|
339
|
|
||||
Capacity purchases from third-party regional carriers
|
|
371
|
|
|
45
|
|
|
722
|
|
|
79
|
|
||||
Maintenance, materials and repairs
|
|
82
|
|
|
69
|
|
|
169
|
|
|
141
|
|
||||
Other rent and landing fees
|
|
105
|
|
|
59
|
|
|
202
|
|
|
118
|
|
||||
Aircraft rent
|
|
9
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
Selling expenses
|
|
87
|
|
|
35
|
|
|
159
|
|
|
71
|
|
||||
Depreciation and amortization
|
|
50
|
|
|
41
|
|
|
103
|
|
|
83
|
|
||||
Special items, net
|
|
2
|
|
|
1
|
|
|
6
|
|
|
3
|
|
||||
Other
|
|
145
|
|
|
92
|
|
|
301
|
|
|
190
|
|
||||
Total regional expenses
|
|
$
|
1,657
|
|
|
$
|
769
|
|
|
$
|
3,251
|
|
|
$
|
1,549
|
|
|
|
Three Months Ended June 30, 2014
|
||||||||||||||||||||||||||
|
|
American Airlines Group (Parent Company Only)
|
|
American
|
|
US Airways Group (Parent Company Only)
|
|
US Airways
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
American Airlines Group Inc. Consolidated
|
||||||||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mainline passenger
|
|
$
|
—
|
|
|
$
|
5,352
|
|
|
$
|
—
|
|
|
$
|
2,861
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,213
|
|
Regional passenger
|
|
—
|
|
|
786
|
|
|
—
|
|
|
921
|
|
|
—
|
|
|
—
|
|
|
1,707
|
|
|||||||
Cargo
|
|
—
|
|
|
178
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
221
|
|
|||||||
Other
|
|
—
|
|
|
837
|
|
|
—
|
|
|
408
|
|
|
744
|
|
|
(775
|
)
|
|
1,214
|
|
|||||||
Total operating revenues
|
|
—
|
|
|
7,153
|
|
|
—
|
|
|
4,233
|
|
|
744
|
|
|
(775
|
)
|
|
11,355
|
|
|||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Aircraft fuel and related taxes
|
|
—
|
|
|
1,897
|
|
|
—
|
|
|
933
|
|
|
—
|
|
|
—
|
|
|
2,830
|
|
|||||||
Salaries, wages and benefits
|
|
—
|
|
|
1,441
|
|
|
—
|
|
|
720
|
|
|
195
|
|
|
(193
|
)
|
|
2,163
|
|
|||||||
Regional expenses
|
|
—
|
|
|
804
|
|
|
—
|
|
|
867
|
|
|
—
|
|
|
(14
|
)
|
|
1,657
|
|
|||||||
Maintenance, materials and repairs
|
|
—
|
|
|
346
|
|
|
—
|
|
|
168
|
|
|
80
|
|
|
(80
|
)
|
|
514
|
|
|||||||
Other rent and landing fees
|
|
—
|
|
|
289
|
|
|
—
|
|
|
152
|
|
|
7
|
|
|
(7
|
)
|
|
441
|
|
|||||||
Aircraft rent
|
|
—
|
|
|
214
|
|
|
—
|
|
|
102
|
|
|
22
|
|
|
(26
|
)
|
|
312
|
|
|||||||
Selling expenses
|
|
—
|
|
|
282
|
|
|
—
|
|
|
120
|
|
|
—
|
|
|
—
|
|
|
402
|
|
|||||||
Depreciation and amortization
|
|
—
|
|
|
220
|
|
|
—
|
|
|
100
|
|
|
10
|
|
|
(11
|
)
|
|
319
|
|
|||||||
Special items, net
|
|
(2
|
)
|
|
179
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
251
|
|
|||||||
Other
|
|
2
|
|
|
763
|
|
|
—
|
|
|
319
|
|
|
427
|
|
|
(444
|
)
|
|
1,067
|
|
|||||||
Total operating expenses
|
|
—
|
|
|
6,435
|
|
|
—
|
|
|
3,555
|
|
|
741
|
|
|
(775
|
)
|
|
9,956
|
|
|||||||
Operating income
|
|
—
|
|
|
718
|
|
|
—
|
|
|
678
|
|
|
3
|
|
|
—
|
|
|
1,399
|
|
|||||||
Nonoperating income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
|
2
|
|
|
6
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
(4
|
)
|
|
8
|
|
|||||||
Interest expense, net
|
|
—
|
|
|
(139
|
)
|
|
(10
|
)
|
|
(69
|
)
|
|
—
|
|
|
4
|
|
|
(214
|
)
|
|||||||
Equity in earnings of subsidiaries
|
|
863
|
|
|
—
|
|
|
595
|
|
|
—
|
|
|
—
|
|
|
(1,458
|
)
|
|
—
|
|
|||||||
Other, net
|
|
—
|
|
|
16
|
|
|
3
|
|
|
(6
|
)
|
|
1
|
|
|
(3
|
)
|
|
11
|
|
|||||||
Total nonoperating income (expense), net
|
|
865
|
|
|
(117
|
)
|
|
589
|
|
|
(72
|
)
|
|
1
|
|
|
(1,461
|
)
|
|
(195
|
)
|
|||||||
Income before income taxes
|
|
865
|
|
|
601
|
|
|
589
|
|
|
606
|
|
|
4
|
|
|
(1,461
|
)
|
|
1,204
|
|
|||||||
Income tax provision (benefit)
|
|
(3
|
)
|
|
336
|
|
|
—
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
340
|
|
|||||||
Net income (loss)
|
|
$
|
868
|
|
|
$
|
265
|
|
|
$
|
589
|
|
|
$
|
605
|
|
|
$
|
(2
|
)
|
|
$
|
(1,461
|
)
|
|
$
|
864
|
|
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||||||||||||
|
|
American Airlines Group (Parent Company Only)
|
|
American
|
|
US Airways Group (Parent Company Only)
|
|
US Airways
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
American Airlines Group Inc. Consolidated
|
||||||||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mainline passenger
|
|
$
|
—
|
|
|
$
|
10,258
|
|
|
$
|
—
|
|
|
$
|
5,213
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,471
|
|
Regional passenger
|
|
—
|
|
|
1,455
|
|
|
—
|
|
|
1,659
|
|
|
—
|
|
|
—
|
|
|
3,114
|
|
|||||||
Cargo
|
|
—
|
|
|
346
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|
428
|
|
|||||||
Other
|
|
—
|
|
|
1,563
|
|
|
—
|
|
|
826
|
|
|
1,488
|
|
|
(1,539
|
)
|
|
2,338
|
|
|||||||
Total operating revenues
|
|
—
|
|
|
13,622
|
|
|
—
|
|
|
7,780
|
|
|
1,488
|
|
|
(1,539
|
)
|
|
21,351
|
|
|||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Aircraft fuel and related taxes
|
|
—
|
|
|
3,768
|
|
|
—
|
|
|
1,773
|
|
|
—
|
|
|
—
|
|
|
5,541
|
|
|||||||
Salaries, wages and benefits
|
|
—
|
|
|
2,839
|
|
|
—
|
|
|
1,439
|
|
|
392
|
|
|
(388
|
)
|
|
4,282
|
|
|||||||
Regional expenses
|
|
—
|
|
|
1,562
|
|
|
—
|
|
|
1,696
|
|
|
—
|
|
|
(7
|
)
|
|
3,251
|
|
|||||||
Maintenance, materials and repairs
|
|
—
|
|
|
678
|
|
|
—
|
|
|
321
|
|
|
165
|
|
|
(165
|
)
|
|
999
|
|
|||||||
Other rent and landing fees
|
|
—
|
|
|
574
|
|
|
—
|
|
|
292
|
|
|
15
|
|
|
(15
|
)
|
|
866
|
|
|||||||
Aircraft rent
|
|
—
|
|
|
430
|
|
|
—
|
|
|
205
|
|
|
43
|
|
|
(47
|
)
|
|
631
|
|
|||||||
Selling expenses
|
|
—
|
|
|
566
|
|
|
—
|
|
|
238
|
|
|
—
|
|
|
—
|
|
|
804
|
|
|||||||
Depreciation and amortization
|
|
—
|
|
|
434
|
|
|
—
|
|
|
195
|
|
|
20
|
|
|
(23
|
)
|
|
626
|
|
|||||||
Special items, net
|
|
22
|
|
|
(37
|
)
|
|
—
|
|
|
129
|
|
|
3
|
|
|
(3
|
)
|
|
114
|
|
|||||||
Other
|
|
4
|
|
|
1,512
|
|
|
—
|
|
|
626
|
|
|
857
|
|
|
(891
|
)
|
|
2,108
|
|
|||||||
Total operating expenses
|
|
26
|
|
|
12,326
|
|
|
—
|
|
|
6,914
|
|
|
1,495
|
|
|
(1,539
|
)
|
|
19,222
|
|
|||||||
Operating income (loss)
|
|
(26
|
)
|
|
1,296
|
|
|
—
|
|
|
866
|
|
|
(7
|
)
|
|
—
|
|
|
2,129
|
|
|||||||
Nonoperating income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
|
4
|
|
|
13
|
|
|
1
|
|
|
4
|
|
|
1
|
|
|
(8
|
)
|
|
15
|
|
|||||||
Interest expense, net
|
|
(4
|
)
|
|
(307
|
)
|
|
(20
|
)
|
|
(134
|
)
|
|
—
|
|
|
8
|
|
|
(457
|
)
|
|||||||
Equity in earnings of subsidiaries
|
|
1,314
|
|
|
—
|
|
|
712
|
|
|
—
|
|
|
—
|
|
|
(2,026
|
)
|
|
—
|
|
|||||||
Other, net
|
|
—
|
|
|
11
|
|
|
(53
|
)
|
|
(3
|
)
|
|
1
|
|
|
53
|
|
|
9
|
|
|||||||
Total nonoperating income (expense), net
|
|
1,314
|
|
|
(283
|
)
|
|
640
|
|
|
(133
|
)
|
|
2
|
|
|
(1,973
|
)
|
|
(433
|
)
|
|||||||
Income (loss) before income taxes
|
|
1,288
|
|
|
1,013
|
|
|
640
|
|
|
733
|
|
|
(5
|
)
|
|
(1,973
|
)
|
|
1,696
|
|
|||||||
Income tax provision (benefit)
|
|
(2
|
)
|
|
347
|
|
|
—
|
|
|
2
|
|
|
6
|
|
|
—
|
|
|
353
|
|
|||||||
Net income (loss)
|
|
$
|
1,290
|
|
|
$
|
666
|
|
|
$
|
640
|
|
|
$
|
731
|
|
|
$
|
(11
|
)
|
|
$
|
(1,973
|
)
|
|
$
|
1,343
|
|
|
|
Three Months Ended June 30, 2014
|
||||||||||||||||||||||||||
|
|
American Airlines Group (Parent Company Only)
|
|
American
|
|
US Airways Group (Parent Company Only)
|
|
US Airways
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
American Airlines Group Inc. Consolidated
|
||||||||||||||
Net income (loss)
|
|
$
|
868
|
|
|
$
|
265
|
|
|
$
|
589
|
|
|
$
|
605
|
|
|
$
|
(2
|
)
|
|
$
|
(1,461
|
)
|
|
$
|
864
|
|
Other comprehensive loss before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Defined benefit pension plans and retiree medical
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Change in fair value
|
|
(2
|
)
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||||
Reclassification into earnings
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||||
Net unrealized gain (loss) on investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net change in value
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other comprehensive loss before tax
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|||||||
Reversal of non-cash tax provision
|
|
2
|
|
|
328
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
330
|
|
|||||||
Comprehensive income (loss)
|
|
$
|
870
|
|
|
$
|
553
|
|
|
$
|
589
|
|
|
$
|
604
|
|
|
$
|
(2
|
)
|
|
$
|
(1,461
|
)
|
|
$
|
1,153
|
|
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||||||||||||
|
|
American Airlines Group (Parent Company Only)
|
|
American
|
|
US Airways Group (Parent Company Only)
|
|
US Airways
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
American Airlines Group Inc. Consolidated
|
||||||||||||||
Net income (loss)
|
|
$
|
1,290
|
|
|
$
|
666
|
|
|
$
|
640
|
|
|
$
|
731
|
|
|
$
|
(11
|
)
|
|
$
|
(1,973
|
)
|
|
$
|
1,343
|
|
Other comprehensive loss before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Defined benefit pension plans and retiree medical
|
|
—
|
|
|
(102
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Change in fair value
|
|
(2
|
)
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|||||||
Reclassification into earnings
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||||
Net unrealized loss on investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net change in value
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Other comprehensive loss before tax
|
|
—
|
|
|
(142
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(144
|
)
|
|||||||
Reversal of non-cash tax provision
|
|
2
|
|
|
328
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
330
|
|
|||||||
Comprehensive income (loss)
|
|
$
|
1,292
|
|
|
$
|
852
|
|
|
$
|
640
|
|
|
$
|
729
|
|
|
$
|
(11
|
)
|
|
$
|
(1,973
|
)
|
|
$
|
1,529
|
|
|
|
June 30, 2014
|
||||||||||||||||||||||||||
|
|
American Airlines Group (Parent Company Only)
|
|
American
|
|
US Airways Group (Parent Company Only)
|
|
US Airways
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
American Airlines Group Inc. Consolidated
|
||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash
|
|
$
|
1
|
|
|
$
|
981
|
|
|
$
|
1
|
|
|
$
|
222
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
1,210
|
|
Short-term investments
|
|
—
|
|
|
4,822
|
|
|
—
|
|
|
3,425
|
|
|
2
|
|
|
—
|
|
|
8,249
|
|
|||||||
Restricted cash and short-term investments
|
|
—
|
|
|
650
|
|
|
—
|
|
|
232
|
|
|
—
|
|
|
—
|
|
|
882
|
|
|||||||
Accounts receivable, net
|
|
—
|
|
|
1,502
|
|
|
—
|
|
|
471
|
|
|
15
|
|
|
(7
|
)
|
|
1,981
|
|
|||||||
Receivables from related parties,net
|
|
2,282
|
|
|
116
|
|
|
173
|
|
|
645
|
|
|
521
|
|
|
(3,737
|
)
|
|
—
|
|
|||||||
Aircraft fuel, spare parts and supplies, net
|
|
—
|
|
|
633
|
|
|
—
|
|
|
396
|
|
|
64
|
|
|
—
|
|
|
1,093
|
|
|||||||
Prepaid expenses and other
|
|
—
|
|
|
581
|
|
|
—
|
|
|
989
|
|
|
21
|
|
|
(40
|
)
|
|
1,551
|
|
|||||||
Total current assets
|
|
2,283
|
|
|
9,285
|
|
|
174
|
|
|
6,380
|
|
|
628
|
|
|
(3,784
|
)
|
|
14,966
|
|
|||||||
Operating property and equipment
|
|
—
|
|
|
14,789
|
|
|
—
|
|
|
6,167
|
|
|
280
|
|
|
—
|
|
|
21,236
|
|
|||||||
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Investment in subsidiaries
|
|
1,768
|
|
|
—
|
|
|
6,078
|
|
|
—
|
|
|
—
|
|
|
(7,846
|
)
|
|
—
|
|
|||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,089
|
|
|
—
|
|
|
—
|
|
|
4,089
|
|
|||||||
Intangibles, net of accumulated amortization
|
|
—
|
|
|
872
|
|
|
—
|
|
|
1,458
|
|
|
—
|
|
|
—
|
|
|
2,330
|
|
|||||||
Other assets
|
|
43
|
|
|
2,002
|
|
|
—
|
|
|
145
|
|
|
35
|
|
|
(35
|
)
|
|
2,190
|
|
|||||||
Total other assets
|
|
1,811
|
|
|
2,874
|
|
|
6,078
|
|
|
5,692
|
|
|
35
|
|
|
(7,881
|
)
|
|
8,609
|
|
|||||||
Total assets
|
|
$
|
4,094
|
|
|
$
|
26,948
|
|
|
$
|
6,252
|
|
|
$
|
18,239
|
|
|
$
|
943
|
|
|
$
|
(11,665
|
)
|
|
$
|
44,811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||||||||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current maturities of long-term debt and capital leases
|
|
$
|
—
|
|
|
$
|
1,003
|
|
|
$
|
—
|
|
|
$
|
520
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,523
|
|
Accounts payable
|
|
—
|
|
|
1,258
|
|
|
—
|
|
|
351
|
|
|
44
|
|
|
—
|
|
|
1,653
|
|
|||||||
Payables to related parties, net
|
|
—
|
|
|
2,643
|
|
|
633
|
|
|
221
|
|
|
240
|
|
|
(3,737
|
)
|
|
—
|
|
|||||||
Air traffic liability
|
|
—
|
|
|
3,902
|
|
|
—
|
|
|
1,781
|
|
|
—
|
|
|
—
|
|
|
5,683
|
|
|||||||
Frequent flyer liability
|
|
—
|
|
|
1,741
|
|
|
—
|
|
|
1,138
|
|
|
—
|
|
|
—
|
|
|
2,879
|
|
|||||||
Other accrued liabilities
|
|
—
|
|
|
2,066
|
|
|
2
|
|
|
1,147
|
|
|
149
|
|
|
(14
|
)
|
|
3,350
|
|
|||||||
Total current liabilities
|
|
—
|
|
|
12,613
|
|
|
635
|
|
|
5,158
|
|
|
433
|
|
|
(3,751
|
)
|
|
15,088
|
|
|||||||
Noncurrent liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt and capital leases, net of current maturities
|
|
7
|
|
|
9,585
|
|
|
523
|
|
|
5,125
|
|
|
—
|
|
|
(35
|
)
|
|
15,205
|
|
|||||||
Pensions and postretirement benefits
|
|
—
|
|
|
5,568
|
|
|
—
|
|
|
108
|
|
|
28
|
|
|
—
|
|
|
5,704
|
|
|||||||
Mandatorily convertible preferred stock and other bankruptcy settlement obligations
|
|
—
|
|
|
415
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
415
|
|
|||||||
Other liabilities
|
|
1
|
|
|
2,532
|
|
|
—
|
|
|
1,805
|
|
|
280
|
|
|
(305
|
)
|
|
4,313
|
|
|||||||
Total noncurrent liabilities
|
|
8
|
|
|
18,100
|
|
|
523
|
|
|
7,038
|
|
|
308
|
|
|
(340
|
)
|
|
25,637
|
|
|||||||
Stockholders’ equity (deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Common stock
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||||
Additional paid-in capital
|
|
15,879
|
|
|
10,404
|
|
|
4,653
|
|
|
5,492
|
|
|
198
|
|
|
(20,747
|
)
|
|
15,879
|
|
|||||||
Treasury stock
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Accumulated other comprehensive income (loss)
|
|
(1,846
|
)
|
|
(1,966
|
)
|
|
10
|
|
|
10
|
|
|
—
|
|
|
1,946
|
|
|
(1,846
|
)
|
|||||||
Retained earnings (deficit)
|
|
(9,953
|
)
|
|
(12,203
|
)
|
|
431
|
|
|
541
|
|
|
4
|
|
|
11,227
|
|
|
(9,953
|
)
|
|||||||
Total stockholders’ equity (deficit)
|
|
4,086
|
|
|
(3,765
|
)
|
|
5,094
|
|
|
6,043
|
|
|
202
|
|
|
(7,574
|
)
|
|
4,086
|
|
|||||||
Total liabilities and stockholders’ equity (deficit)
|
|
$
|
4,094
|
|
|
$
|
26,948
|
|
|
$
|
6,252
|
|
|
$
|
18,239
|
|
|
$
|
943
|
|
|
$
|
(11,665
|
)
|
|
$
|
44,811
|
|
|
|
December 31, 2013
|
||||||||||||||||||||||||||
|
|
American Airlines Group (Parent Company Only)
|
|
American
|
|
US Airways Group (Parent Company Only)
|
|
US Airways
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
American Airlines Group Inc. Consolidated
|
||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash
|
|
$
|
1
|
|
|
$
|
829
|
|
|
$
|
1
|
|
|
$
|
303
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
1,140
|
|
Short-term investments
|
|
—
|
|
|
5,162
|
|
|
—
|
|
|
2,947
|
|
|
2
|
|
|
—
|
|
|
8,111
|
|
|||||||
Restricted cash and short-term investments
|
|
—
|
|
|
702
|
|
|
—
|
|
|
333
|
|
|
—
|
|
|
—
|
|
|
1,035
|
|
|||||||
Accounts receivable, net
|
|
—
|
|
|
1,186
|
|
|
—
|
|
|
357
|
|
|
17
|
|
|
—
|
|
|
1,560
|
|
|||||||
Receivables from related parties, net
|
|
2,468
|
|
|
—
|
|
|
144
|
|
|
407
|
|
|
459
|
|
|
(3,478
|
)
|
|
—
|
|
|||||||
Aircraft fuel, spare parts and supplies, net
|
|
—
|
|
|
620
|
|
|
—
|
|
|
296
|
|
|
96
|
|
|
—
|
|
|
1,012
|
|
|||||||
Prepaid expenses and other
|
|
—
|
|
|
702
|
|
|
—
|
|
|
857
|
|
|
20
|
|
|
(114
|
)
|
|
1,465
|
|
|||||||
Total current assets
|
|
2,469
|
|
|
9,201
|
|
|
145
|
|
|
5,500
|
|
|
600
|
|
|
(3,592
|
)
|
|
14,323
|
|
|||||||
Operating property and equipment
|
|
—
|
|
|
13,469
|
|
|
—
|
|
|
5,506
|
|
|
284
|
|
|
—
|
|
|
19,259
|
|
|||||||
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investment in subsidiaries
|
|
—
|
|
|
—
|
|
|
5,317
|
|
|
—
|
|
|
—
|
|
|
(5,317
|
)
|
|
—
|
|
|||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,086
|
|
|
—
|
|
|
—
|
|
|
4,086
|
|
|||||||
Intangibles, net of accumulated amortization
|
|
—
|
|
|
812
|
|
|
—
|
|
|
1,496
|
|
|
3
|
|
|
—
|
|
|
2,311
|
|
|||||||
Other assets
|
|
42
|
|
|
2,130
|
|
|
—
|
|
|
131
|
|
|
30
|
|
|
(34
|
)
|
|
2,299
|
|
|||||||
Total other assets
|
|
42
|
|
|
2,942
|
|
|
5,317
|
|
|
5,713
|
|
|
33
|
|
|
(5,351
|
)
|
|
8,696
|
|
|||||||
Total assets
|
|
$
|
2,511
|
|
|
$
|
25,612
|
|
|
$
|
5,462
|
|
|
$
|
16,719
|
|
|
$
|
917
|
|
|
$
|
(8,943
|
)
|
|
$
|
42,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||||||||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current maturities of long-term debt and capital leases
|
|
$
|
—
|
|
|
$
|
957
|
|
|
$
|
22
|
|
|
$
|
467
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,446
|
|
Accounts payable
|
|
—
|
|
|
1,013
|
|
|
—
|
|
|
304
|
|
|
51
|
|
|
—
|
|
|
1,368
|
|
|||||||
Payables to related parties, net
|
|
—
|
|
|
2,807
|
|
|
408
|
|
|
50
|
|
|
213
|
|
|
(3,478
|
)
|
|
—
|
|
|||||||
Air traffic liability
|
|
—
|
|
|
3,145
|
|
|
—
|
|
|
1,235
|
|
|
—
|
|
|
—
|
|
|
4,380
|
|
|||||||
Frequent flyer liability
|
|
—
|
|
|
1,760
|
|
|
—
|
|
|
1,245
|
|
|
—
|
|
|
—
|
|
|
3,005
|
|
|||||||
Other accrued liabilities
|
|
—
|
|
|
2,237
|
|
|
103
|
|
|
1,137
|
|
|
139
|
|
|
(9
|
)
|
|
3,607
|
|
|||||||
Total current liabilities
|
|
—
|
|
|
11,919
|
|
|
533
|
|
|
4,438
|
|
|
403
|
|
|
(3,487
|
)
|
|
13,806
|
|
|||||||
Noncurrent liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt and capital leases, net of current maturities
|
|
7
|
|
|
9,852
|
|
|
523
|
|
|
5,005
|
|
|
—
|
|
|
(34
|
)
|
|
15,353
|
|
|||||||
Pensions and postretirement benefits
|
|
—
|
|
|
5,693
|
|
|
—
|
|
|
109
|
|
|
26
|
|
|
—
|
|
|
5,828
|
|
|||||||
Mandatorily convertible preferred stock and other bankruptcy settlement obligations
|
|
435
|
|
|
5,424
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
5,928
|
|
|||||||
Negative investment in subsidiaries
|
|
4,799
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,799
|
)
|
|
—
|
|
|||||||
Other liabilities
|
|
1
|
|
|
2,384
|
|
|
—
|
|
|
1,905
|
|
|
277
|
|
|
(473
|
)
|
|
4,094
|
|
|||||||
Total noncurrent liabilities
|
|
5,242
|
|
|
23,353
|
|
|
523
|
|
|
7,019
|
|
|
372
|
|
|
(5,306
|
)
|
|
31,203
|
|
|||||||
Stockholders’ equity (deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Common stock
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||||
Additional paid-in capital
|
|
10,592
|
|
|
5,361
|
|
|
4,602
|
|
|
5,441
|
|
|
126
|
|
|
(15,530
|
)
|
|
10,592
|
|
|||||||
Accumulated other comprehensive income (loss)
|
|
(2,032
|
)
|
|
(2,152
|
)
|
|
12
|
|
|
12
|
|
|
—
|
|
|
2,128
|
|
|
(2,032
|
)
|
|||||||
Retained earnings (deficit)
|
|
(11,296
|
)
|
|
(12,869
|
)
|
|
(208
|
)
|
|
(191
|
)
|
|
16
|
|
|
13,252
|
|
|
(11,296
|
)
|
|||||||
Total stockholders’ equity (deficit)
|
|
(2,731
|
)
|
|
(9,660
|
)
|
|
4,406
|
|
|
5,262
|
|
|
142
|
|
|
(150
|
)
|
|
(2,731
|
)
|
|||||||
Total liabilities and stockholders’ equity (deficit)
|
|
$
|
2,511
|
|
|
$
|
25,612
|
|
|
$
|
5,462
|
|
|
$
|
16,719
|
|
|
$
|
917
|
|
|
$
|
(8,943
|
)
|
|
$
|
42,278
|
|
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||||||||||||
|
|
American Airlines Group (Parent Company Only)
|
|
American
|
|
US Airways Group (Parent Company Only)
|
|
US Airways
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
American Airlines Group Inc. Consolidated
|
||||||||||||||
Net cash provided by operating activities
|
|
$
|
—
|
|
|
$
|
1,683
|
|
|
$
|
—
|
|
|
$
|
931
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
2,637
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Capital expenditures and aircraft purchase deposits
|
|
—
|
|
|
(1,828
|
)
|
|
—
|
|
|
(626
|
)
|
|
(26
|
)
|
|
(198
|
)
|
|
(2,678
|
)
|
|||||||
Decrease (increase) in investments
|
|
—
|
|
|
340
|
|
|
—
|
|
|
(478
|
)
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
|||||||
Decrease in restricted cash and short-term investments
|
|
—
|
|
|
52
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
153
|
|
|||||||
Net proceeds from slot transaction
|
|
—
|
|
|
299
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
307
|
|
|||||||
Funds transferred to affiliates
|
|
—
|
|
|
(198
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198
|
|
|
—
|
|
|||||||
Proceeds from sale of property and equipment
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
9
|
|
|||||||
Net cash used in investing activities
|
|
—
|
|
|
(1,328
|
)
|
|
—
|
|
|
(995
|
)
|
|
(24
|
)
|
|
—
|
|
|
(2,347
|
)
|
|||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Payments on long-term debt and capital leases
|
|
—
|
|
|
(655
|
)
|
|
—
|
|
|
(314
|
)
|
|
—
|
|
|
(176
|
)
|
|
(1,145
|
)
|
|||||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
53
|
|
|
—
|
|
|
481
|
|
|
—
|
|
|
—
|
|
|
534
|
|
|||||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||||
Deferred financing costs
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||||
Sale-leaseback transactions
|
|
—
|
|
|
411
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
411
|
|
|||||||
Treasury stock repurchases
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|||||||
Funds transferred to affiliates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(176
|
)
|
|
—
|
|
|
176
|
|
|
—
|
|
|||||||
Other financing activities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||
Net cash used in financing activities
|
|
—
|
|
|
(203
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(220
|
)
|
|||||||
Net increase (decrease) in cash
|
|
—
|
|
|
152
|
|
|
—
|
|
|
(81
|
)
|
|
(1
|
)
|
|
—
|
|
|
70
|
|
|||||||
Cash at beginning of period
|
|
1
|
|
|
829
|
|
|
1
|
|
|
303
|
|
|
6
|
|
|
—
|
|
|
1,140
|
|
|||||||
Cash at end of period
|
|
$
|
1
|
|
|
$
|
981
|
|
|
$
|
1
|
|
|
$
|
222
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
1,210
|
|
ITEM 1B.
|
AMERICAN AIRLINES, INC. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
||||||||
Mainline passenger
|
|
$
|
5,352
|
|
|
$
|
4,888
|
|
|
$
|
10,258
|
|
|
$
|
9,502
|
|
Regional passenger
|
|
786
|
|
|
752
|
|
|
1,455
|
|
|
1,431
|
|
||||
Cargo
|
|
178
|
|
|
169
|
|
|
346
|
|
|
325
|
|
||||
Other
|
|
837
|
|
|
628
|
|
|
1,563
|
|
|
1,264
|
|
||||
Total operating revenues
|
|
7,153
|
|
|
6,437
|
|
|
13,622
|
|
|
12,522
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel and related taxes
|
|
1,897
|
|
|
1,880
|
|
|
3,768
|
|
|
3,814
|
|
||||
Salaries, wages and benefits
|
|
1,441
|
|
|
1,282
|
|
|
2,839
|
|
|
2,546
|
|
||||
Regional expenses
|
|
804
|
|
|
761
|
|
|
1,562
|
|
|
1,528
|
|
||||
Maintenance, materials and repairs
|
|
346
|
|
|
317
|
|
|
678
|
|
|
643
|
|
||||
Other rent and landing fees
|
|
289
|
|
|
284
|
|
|
574
|
|
|
572
|
|
||||
Aircraft rent
|
|
214
|
|
|
181
|
|
|
430
|
|
|
346
|
|
||||
Selling expenses
|
|
282
|
|
|
273
|
|
|
566
|
|
|
563
|
|
||||
Depreciation and amortization
|
|
220
|
|
|
207
|
|
|
434
|
|
|
411
|
|
||||
Special items, net
|
|
179
|
|
|
12
|
|
|
(37
|
)
|
|
83
|
|
||||
Other
|
|
763
|
|
|
739
|
|
|
1,512
|
|
|
1,449
|
|
||||
Total operating expenses
|
|
6,435
|
|
|
5,936
|
|
|
12,326
|
|
|
11,955
|
|
||||
Operating income
|
|
718
|
|
|
501
|
|
|
1,296
|
|
|
567
|
|
||||
Nonoperating income (expense)
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
6
|
|
|
5
|
|
|
13
|
|
|
9
|
|
||||
Interest expense, net of capitalized interest
|
|
(139
|
)
|
|
(147
|
)
|
|
(307
|
)
|
|
(315
|
)
|
||||
Other, net
|
|
16
|
|
|
(7
|
)
|
|
11
|
|
|
(33
|
)
|
||||
Total nonoperating expense, net
|
|
(117
|
)
|
|
(149
|
)
|
|
(283
|
)
|
|
(339
|
)
|
||||
Income before reorganization items, net
|
|
601
|
|
|
352
|
|
|
1,013
|
|
|
228
|
|
||||
Reorganization items, net
|
|
—
|
|
|
(124
|
)
|
|
—
|
|
|
(283
|
)
|
||||
Income (loss) before income taxes
|
|
601
|
|
|
228
|
|
|
1,013
|
|
|
(55
|
)
|
||||
Income tax provision (benefit)
|
|
336
|
|
|
—
|
|
|
347
|
|
|
(30
|
)
|
||||
Net income (loss)
|
|
$
|
265
|
|
|
$
|
228
|
|
|
$
|
666
|
|
|
$
|
(25
|
)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income (loss)
|
|
$
|
265
|
|
|
$
|
228
|
|
|
$
|
666
|
|
|
$
|
(25
|
)
|
Other comprehensive loss before tax:
|
|
|
|
|
|
|
|
|
||||||||
Defined benefit pension plans and retiree medical
|
|
(58
|
)
|
|
(33
|
)
|
|
(102
|
)
|
|
(66
|
)
|
||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
||||||||
Change in fair value
|
|
15
|
|
|
(41
|
)
|
|
(52
|
)
|
|
(56
|
)
|
||||
Reclassification into earnings
|
|
5
|
|
|
13
|
|
|
12
|
|
|
12
|
|
||||
Net unrealized gain (loss) on investments:
|
|
|
|
|
|
|
|
|
||||||||
Net change in value
|
|
(2
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Other comprehensive loss before tax
|
|
(40
|
)
|
|
(60
|
)
|
|
(142
|
)
|
|
(110
|
)
|
||||
Reversal of non-cash tax provision
|
|
328
|
|
|
—
|
|
|
328
|
|
|
—
|
|
||||
Comprehensive income (loss)
|
|
$
|
553
|
|
|
$
|
168
|
|
|
$
|
852
|
|
|
$
|
(135
|
)
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash
|
|
$
|
981
|
|
|
$
|
829
|
|
Short-term investments
|
|
4,822
|
|
|
5,162
|
|
||
Restricted cash and short-term investments
|
|
650
|
|
|
702
|
|
||
Accounts receivable, net
|
|
1,502
|
|
|
1,186
|
|
||
Aircraft fuel, spare parts and supplies, net
|
|
633
|
|
|
620
|
|
||
Receivable from affiliates
|
|
116
|
|
|
—
|
|
||
Prepaid expenses and other
|
|
581
|
|
|
702
|
|
||
Total current assets
|
|
9,285
|
|
|
9,201
|
|
||
Operating property and equipment
|
|
|
|
|
||||
Flight equipment
|
|
20,076
|
|
|
18,534
|
|
||
Ground property and equipment
|
|
5,090
|
|
|
5,002
|
|
||
Equipment purchase deposits
|
|
861
|
|
|
847
|
|
||
Total property and equipment, at cost
|
|
26,027
|
|
|
24,383
|
|
||
Less accumulated depreciation and amortization
|
|
(11,238
|
)
|
|
(10,914
|
)
|
||
Total property and equipment, net
|
|
14,789
|
|
|
13,469
|
|
||
Other assets
|
|
|
|
|
||||
Intangibles, net of accumulated amortization of $381 and $375, respectively
|
|
872
|
|
|
812
|
|
||
Other assets
|
|
2,002
|
|
|
2,130
|
|
||
Total other assets
|
|
2,874
|
|
|
2,942
|
|
||
Total assets
|
|
$
|
26,948
|
|
|
$
|
25,612
|
|
LIABILITIES AND STOCKHOLDER'S DEFICIT
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt and capital leases
|
|
$
|
1,003
|
|
|
$
|
957
|
|
Accounts payable
|
|
1,258
|
|
|
1,013
|
|
||
Accrued salaries and wages
|
|
560
|
|
|
659
|
|
||
Air traffic liability
|
|
3,902
|
|
|
3,145
|
|
||
Frequent flyer liability
|
|
1,741
|
|
|
1,760
|
|
||
Payable to affiliates
|
|
2,643
|
|
|
2,807
|
|
||
Other accrued liabilities
|
|
1,506
|
|
|
1,578
|
|
||
Total current liabilities
|
|
12,613
|
|
|
11,919
|
|
||
Noncurrent liabilities
|
|
|
|
|
||||
Long-term debt and capital leases, net of current maturities
|
|
9,585
|
|
|
9,852
|
|
||
Pension and postretirement benefits
|
|
5,568
|
|
|
5,693
|
|
||
Deferred gains and credits, net
|
|
273
|
|
|
278
|
|
||
Bankruptcy settlement obligations
|
|
415
|
|
|
5,424
|
|
||
Other liabilities
|
|
2,259
|
|
|
2,106
|
|
||
Total noncurrent liabilities
|
|
18,100
|
|
|
23,353
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Stockholder's deficit
|
|
|
|
|
||||
Common stock - $1 par value; 1,000 shares authorized, issued and outstanding
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
10,404
|
|
|
5,361
|
|
||
Accumulated other comprehensive loss
|
|
(1,966
|
)
|
|
(2,152
|
)
|
||
Accumulated deficit
|
|
(12,203
|
)
|
|
(12,869
|
)
|
||
Total stockholder's deficit
|
|
(3,765
|
)
|
|
(9,660
|
)
|
||
Total liabilities and stockholder's deficit
|
|
$
|
26,948
|
|
|
$
|
25,612
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Net cash provided by operating activities
|
|
$
|
1,683
|
|
|
$
|
1,855
|
|
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures and aircraft purchase deposits
|
|
(1,828
|
)
|
|
(1,799
|
)
|
||
Decrease (increase) in short-term investments
|
|
340
|
|
|
(2,196
|
)
|
||
Decrease (increase) in restricted cash and short-term investments
|
|
52
|
|
|
(13
|
)
|
||
Net proceeds from slot transaction
|
|
299
|
|
|
—
|
|
||
Funds transferred to affiliates
|
|
(198
|
)
|
|
—
|
|
||
Proceeds from sale of property and equipment
|
|
7
|
|
|
22
|
|
||
Net cash used in investing activities
|
|
(1,328
|
)
|
|
(3,986
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Payments on long-term debt and capital leases
|
|
(655
|
)
|
|
(551
|
)
|
||
Proceeds from issuance of long-term debt
|
|
53
|
|
|
1,684
|
|
||
Deferred financing costs
|
|
(5
|
)
|
|
(30
|
)
|
||
Sale-leaseback transactions
|
|
411
|
|
|
1,132
|
|
||
Treasury stock repurchases
|
|
(7
|
)
|
|
—
|
|
||
Funds transferred to affiliates
|
|
—
|
|
|
16
|
|
||
Other financing activities
|
|
—
|
|
|
5
|
|
||
Net cash provided by (used in) financing activities
|
|
(203
|
)
|
|
2,256
|
|
||
Net increase in cash
|
|
152
|
|
|
125
|
|
||
Cash at beginning of period
|
|
829
|
|
|
474
|
|
||
Cash at end of period
|
|
$
|
981
|
|
|
$
|
599
|
|
|
|
|
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
|
||||
Settlement of bankruptcy obligations
|
|
$
|
4,998
|
|
|
$
|
—
|
|
Capital lease obligations
|
|
361
|
|
|
—
|
|
||
Supplemental information:
|
|
|
|
|
||||
Interest paid, net of amounts capitalized
|
|
226
|
|
|
190
|
|
||
Income tax paid
|
|
3
|
|
|
5
|
|
AMERICAN AIRLINES, INC.
|
||||
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
(Unaudited)
|
•
|
Reclassifications between various operating income line items to conform the presentation of Cargo and Other revenues.
|
•
|
Reclassifications between various operating expense line items to conform the presentation of Regional expenses.
|
•
|
Reclassifications between Other nonoperating income (expense), net and Operating expenses to conform the presentation of foreign currency gains and losses.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2013
|
||||||||||||
|
As Reclassified
|
|
Historical
|
|
As Reclassified
|
|
Historical
|
||||||||
Operating revenues:
|
|
|
|
|
|
|
|
||||||||
Mainline passenger
|
$
|
4,888
|
|
|
$
|
4,888
|
|
|
$
|
9,502
|
|
|
$
|
9,502
|
|
Regional passenger
|
752
|
|
|
752
|
|
|
1,431
|
|
|
1,431
|
|
||||
Cargo
|
169
|
|
|
167
|
|
|
325
|
|
|
322
|
|
||||
Other
|
628
|
|
|
630
|
|
|
1,264
|
|
|
1,267
|
|
||||
Total operating revenues
|
6,437
|
|
|
6,437
|
|
|
12,522
|
|
|
12,522
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel and related taxes
|
1,880
|
|
|
2,139
|
|
|
3,814
|
|
|
4,338
|
|
||||
Salaries, wages and benefits
|
1,282
|
|
|
1,286
|
|
|
2,546
|
|
|
2,599
|
|
||||
Regional expenses
|
761
|
|
|
261
|
|
|
1,528
|
|
|
531
|
|
||||
Maintenance, materials and repairs
|
317
|
|
|
310
|
|
|
643
|
|
|
628
|
|
||||
Other rent and landing fees
|
284
|
|
|
338
|
|
|
572
|
|
|
680
|
|
||||
Aircraft rent
|
181
|
|
|
179
|
|
|
346
|
|
|
343
|
|
||||
Selling expenses
|
273
|
|
|
257
|
|
|
563
|
|
|
533
|
|
||||
Depreciation and amortization
|
207
|
|
|
244
|
|
|
411
|
|
|
485
|
|
||||
Special items, net
|
12
|
|
|
12
|
|
|
83
|
|
|
40
|
|
||||
Other
|
739
|
|
|
933
|
|
|
1,449
|
|
|
1,820
|
|
||||
Total operating expenses
|
5,936
|
|
|
5,959
|
|
|
11,955
|
|
|
11,997
|
|
||||
Operating income
|
501
|
|
|
478
|
|
|
567
|
|
|
525
|
|
||||
Nonoperating income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income
|
5
|
|
|
5
|
|
|
9
|
|
|
9
|
|
||||
Interest expense, net of capitalized interest
|
(147
|
)
|
|
(143
|
)
|
|
(315
|
)
|
|
(306
|
)
|
||||
Other, net
|
(7
|
)
|
|
12
|
|
|
(33
|
)
|
|
—
|
|
||||
Total nonoperating expense, net
|
$
|
(149
|
)
|
|
$
|
(126
|
)
|
|
$
|
(339
|
)
|
|
$
|
(297
|
)
|
•
|
all secured claims against the Debtors have been reinstated;
|
•
|
allowed administrative claims, priority claims and convenience claims have been or will be paid in full in cash;
|
•
|
other holders of allowed pre-petition unsecured claims, holders of allowed interests and certain employees of AMR received or will receive
72%
of AAG Common Stock (on a fully converted basis) authorized to be issued pursuant to the Plan and in connection with the Merger under the following provisions:
|
◦
|
all creditors holding general unsecured claims against American that are guaranteed by AAG and general unsecured claims against AAG that are guaranteed by American (Double-Dip Unsecured Claims) were treated the same under the Plan. Holders of Double-Dip Unsecured Claims received, at the Effective Date, their recovery in shares of AAG Series A Preferred Stock with a stated amount equal to the allowed amount of their claims, including post-petition interest at the non-default rate;
|
◦
|
all creditors holding Single-Dip Unsecured Claims were treated the same regardless of whether the claim was asserted against the AAG Debtors, the American Debtors, or other Debtors. As used herein, "Single-Dip Unsecured Claims" means the general unsecured claims against the Debtors that were not guaranteed by any other Debtor, other than the claims of the Debtors' labor unions representing mainline workers. Holders of Single-Dip Unsecured Claims received a portion of their recovery in shares of AAG Series A Preferred Stock at the Effective Date and their remaining recovery in shares of AAG Common Stock during the 120-day period after the Effective Date;
|
◦
|
holders of certain labor-related deemed claims and certain non-management, non-union employees as specified in the Plan received, at the Effective Date, the right to receive an allocation of shares of AAG Common Stock representing
23.6%
of the total number of shares of AAG Common Stock ultimately distributed to holders of pre-petition general unsecured creditors against the Debtors. On the Effective Date, pursuant to the Plan, an initial allocation of approximately
39 million
shares of AAG Common Stock was made related to these labor and employee groups, of which approximately
27 million
shares were distributed on the Effective Date and approximately
13 million
shares of which were withheld in connection with American making a cash payment of approximately
$300 million
for certain required withholding taxes;
|
◦
|
holders of allowed interests in AMR (primarily holders of AMR common stock existing immediately prior to the Effective Date) received, at the Effective Date, a distribution of approximately
26 million
shares of AAG Common Stock representing
3.5%
of the total number of shares of AAG Common Stock contemplated for issuance pursuant to the Plan and received an additional
267 million
shares of AAG Common Stock during the 120-day period after the Effective Date; and
|
◦
|
holders of disputed claims at the Effective Date, to the extent such disputed claims become allowed Single-Dip Unsecured Claims after the Effective Date, are eligible to receive shares of AAG Common Stock held in reserve (the Disputed Claims Reserve), beginning
180
days after the Effective Date. Disputed claimholders that subsequently become holders of Single-Dip Unsecured Claims will receive, subject to the availability of sufficient shares in the Disputed Claims Reserve, the number of shares of AAG Common Stock that the disputed claimholder would have received had such claimholder been a holder of Single-Dip Unsecured Claims as of the Effective Date.
|
•
|
$385 million
in cash to the pension plans in connection with missed contributions to the pension plans during the Chapter 11 Cases and interest and penalty interest thereon;
|
•
|
$108 million
in cash to holders in partial or full satisfaction of their claims, including to holders of administrative claims, and state and local priority tax claims;
|
•
|
$196 million
in cure payments to holders of secured debt; and
|
•
|
Approximately
$542 million
for payroll taxes associated with equity distributions to employees.
|
|
Three Months Ended June 30, 2013
|
|
Six Months Ended June 30, 2013
|
||||
Aircraft and facility financing renegotiations and rejections
(1)
|
$
|
83
|
|
|
$
|
219
|
|
Professional fees
|
40
|
|
|
78
|
|
||
Other
|
1
|
|
|
(14
|
)
|
||
Total reorganization items, net
|
$
|
124
|
|
|
$
|
283
|
|
(1)
|
Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing or facility agreement when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim.
|
|
|
June 30, 2014
|
|
|
December 31, 2013
|
|
||
Single-Dip and Double-Dip Equity Obligations
|
|
317
|
|
|
4,575
|
|
||
Labor-related deemed claim
|
|
98
|
|
|
849
|
|
||
Total
|
|
$
|
415
|
|
|
$
|
5,424
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Mainline operating special items, net
(a)
|
$
|
179
|
|
|
$
|
12
|
|
|
$
|
(37
|
)
|
|
$
|
83
|
|
(a)
|
The
2014
second
quarter mainline operating special items totaled a net charge of
$179 million
, which principally included
$99 million
of merger integration expenses related to information technology, professional fees, severance, re-branding of aircraft and airport facilities, relocation and training as well as a net
$40 million
charge for bankruptcy related items primarily reflecting fair value adjustments for bankruptcy settlement obligations and
$26 million
in charges relating to the buyout of leases associated with certain aircraft. The
2014
six
month period mainline operating special items totaled a net credit of
$37 million
, which principally included a
$305 million
gain on the sale of slots at DCA and a net
$16 million
credit for bankruptcy related items primarily reflecting fair value adjustments for bankruptcy settlement obligations. These special credits were offset in part by
$234 million
of merger integration expenses as described above as well as
$29 million
in charges primarily relating to the buyout of leases associated with certain aircraft.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Regional operating special items, net
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Nonoperating special items, net
(b)
|
(4
|
)
|
|
—
|
|
|
40
|
|
|
27
|
|
||||
Reorganization items, net
(c)
|
—
|
|
|
124
|
|
|
—
|
|
|
283
|
|
||||
Income tax special items, net
(d)
|
335
|
|
|
—
|
|
|
342
|
|
|
—
|
|
(b)
|
The
2014
six
month period nonoperating special items of
$40 million
were principally due to non-cash interest accretion on the bankruptcy settlement obligations.
|
(c)
|
In the
2013
second
quarter and
six
month period, American recognized reorganization expenses as a result of the filing of the Chapter 11 Cases. These amounts consisted primarily of estimated allowed claim amounts and professional fees.
|
(d)
|
During the
second
quarter, 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 special non-cash tax provision of
$328 million
in the statement of operations for the
second
quarter of
2014
that reverses the non-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 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, American recorded
$7 million
in non-cash deferred income tax provision related to certain indefinite-lived intangible assets in the
2014
second
quarter. The
2014
six
month period included the
$328 million
non-cash tax provision related to the settlement of fuel hedges discussed above as well as
$14 million
in non-cash deferred income tax provision related to certain indefinite-lived intangible assets.
|
|
June 30,
2014 |
|
December 31, 2013
|
||||
Secured
|
|
|
|
||||
Secured indebtedness, fixed and variable interest rates ranging from 1.43% to 8.10%, maturing from 2014 to 2026
|
$
|
1,862
|
|
|
$
|
2,140
|
|
Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 4.00% to 7.00%, maturing from 2017 to 2025
|
3,415
|
|
|
3,516
|
|
||
Special facility revenue bonds, fixed interest rates ranging from 7.125% to 8.50%, maturing from 2016 to 2031
|
1,313
|
|
|
1,313
|
|
||
Senior secured credit facility, variable interest rate of 3.75%, installments through 2019
|
1,881
|
|
|
1,891
|
|
||
7.50% senior secured notes, interest only payments until due in 2016
|
900
|
|
|
1,000
|
|
||
AAdvantage Miles advance purchase, effective rate of 8.30%, installments through 2017
|
524
|
|
|
611
|
|
||
Other secured obligations, fixed interest rates ranging from 4.19% to 12.24%, maturing from 2014 to 2035
|
715
|
|
|
380
|
|
||
|
10,610
|
|
|
10,851
|
|
||
Unsecured
|
|
|
|
||||
Affiliate unsecured obligations
|
27
|
|
|
27
|
|
||
|
27
|
|
|
27
|
|
||
Total long-term debt and capital lease obligations
|
10,637
|
|
|
10,878
|
|
||
Less: total unamortized debt discount
|
49
|
|
|
69
|
|
||
Less: current maturities
|
1,003
|
|
|
957
|
|
||
Long-term debt and capital lease obligations, net of current maturities
|
$
|
9,585
|
|
|
$
|
9,852
|
|
|
|
Fair Value Measurements as of June 30, 2014
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Short-term investments
(1), (2)
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
192
|
|
|
$
|
192
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government agency investments
|
|
920
|
|
|
—
|
|
|
920
|
|
|
—
|
|
||||
Repurchase agreements
|
|
133
|
|
|
—
|
|
|
133
|
|
|
—
|
|
||||
Corporate obligations
|
|
2,918
|
|
|
—
|
|
|
2,918
|
|
|
—
|
|
||||
Bank notes / Certificates of deposit / Time deposits
|
|
659
|
|
|
—
|
|
|
659
|
|
|
—
|
|
||||
|
|
4,822
|
|
|
192
|
|
|
4,630
|
|
|
—
|
|
||||
Restricted cash and short-term investments
(1)
|
|
650
|
|
|
618
|
|
|
32
|
|
|
—
|
|
||||
Total
|
|
$
|
5,472
|
|
|
$
|
810
|
|
|
$
|
4,662
|
|
|
$
|
—
|
|
(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)
|
American's short-term investments mature in one year or less except for
$1.7 billion
of corporate obligations,
$469 million
of U.S. government agency investments and
$200 million
of Bank notes/Certificates of deposit/Time deposits.
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Long-term debt, including current maturities
|
|
$
|
10,588
|
|
|
$
|
11,113
|
|
|
$
|
10,809
|
|
|
$
|
11,045
|
|
|
|
Pension Benefits
|
|
Retiree Medical and Other Benefits
|
||||||||||||
Three Months Ended June 30,
|
||||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
|
184
|
|
|
163
|
|
|
14
|
|
|
13
|
|
||||
Expected return on assets
|
|
(196
|
)
|
|
(180
|
)
|
|
(5
|
)
|
|
(4
|
)
|
||||
Settlements
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of:
|
|
|
|
|
|
|
|
|
||||||||
Prior service cost (benefit)
|
|
7
|
|
|
7
|
|
|
(58
|
)
|
|
(61
|
)
|
||||
Unrecognized net loss (gain)
|
|
12
|
|
|
23
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Net periodic benefit cost
|
|
$
|
9
|
|
|
$
|
14
|
|
|
$
|
(51
|
)
|
|
$
|
(54
|
)
|
|
|
Pension Benefits
|
|
Retiree Medical and Other Benefits
|
||||||||||||
Six Months Ended June 30,
|
||||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
|
369
|
|
|
326
|
|
|
28
|
|
|
26
|
|
||||
Expected return on assets
|
|
(391
|
)
|
|
(360
|
)
|
|
(10
|
)
|
|
(8
|
)
|
||||
Settlements
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of:
|
|
|
|
|
|
|
|
|
||||||||
Prior service cost (benefit)
|
|
14
|
|
|
14
|
|
|
(118
|
)
|
|
(122
|
)
|
||||
Unrecognized net loss (gain)
|
|
23
|
|
|
46
|
|
|
(4
|
)
|
|
(4
|
)
|
||||
Net periodic benefit cost
|
|
$
|
19
|
|
|
$
|
28
|
|
|
$
|
(104
|
)
|
|
$
|
(108
|
)
|
|
Location in condensed consolidated statements of operations
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||
Amount of gain (loss) reclassified from accumulated OCI into income
(1)
|
Aircraft fuel and related taxes
|
|
$
|
(5
|
)
|
|
$
|
(13
|
)
|
|
$
|
(12
|
)
|
|
$
|
(12
|
)
|
Amount of gain (loss) recognized in income on derivative
(2)
|
Aircraft fuel and related taxes
|
|
7
|
|
|
(18
|
)
|
|
12
|
|
|
(11
|
)
|
||||
Amount of gain (loss) recognized in condensed consolidated statements of operations
(3)
|
Aircraft fuel and related taxes
|
|
$
|
2
|
|
|
$
|
(31
|
)
|
|
$
|
—
|
|
|
$
|
(23
|
)
|
|
Location
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||
Amount of (gain) loss reclassified from accumulated OCI into income
(1)
|
Reclassification into earnings
|
|
$
|
5
|
|
|
$
|
13
|
|
|
$
|
12
|
|
|
$
|
12
|
|
Amount of gain (loss) recognized in OCI on derivative
(1)
|
Change in fair value
|
|
23
|
|
|
(56
|
)
|
|
(34
|
)
|
|
(70
|
)
|
||||
Amount of gain (loss) recognized in condensed consolidated statements of comprehensive income
|
|
|
$
|
28
|
|
|
$
|
(43
|
)
|
|
$
|
(22
|
)
|
|
$
|
(58
|
)
|
|
|
Pension and retiree medical liability
|
|
Net unrealized change on investments
|
|
Derivative financial instruments
|
|
Income tax benefit(expense)
|
|
Total
|
||||||||||
Balance at December 31, 2013
|
|
$
|
(899
|
)
|
|
$
|
1
|
|
|
$
|
65
|
|
|
$
|
(1,319
|
)
|
|
$
|
(2,152
|
)
|
Other comprehensive loss before reclassifications
|
|
(17
|
)
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
(69
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
(85
|
)
|
|
—
|
|
|
12
|
|
|
328
|
|
|
255
|
|
|||||
Net current period other comprehensive income (loss)
|
|
(102
|
)
|
|
—
|
|
|
(40
|
)
|
|
328
|
|
|
186
|
|
|||||
Balance at June 30, 2014
|
|
$
|
(1,001
|
)
|
|
$
|
1
|
|
|
$
|
25
|
|
|
$
|
(991
|
)
|
|
$
|
(1,966
|
)
|
Details about accumulated other comprehensive income (loss) components
|
|
Amount reclassified from accumulated other comprehensive income (loss)
|
Affected line item in the statement where net income (loss) is presented
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
||||||||||
Amortization of pension and retiree medical liability:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Prior service cost
|
|
$
|
(51
|
)
|
|
$
|
(54
|
)
|
|
$
|
(104
|
)
|
|
$
|
(108
|
)
|
|
Salaries, wages and benefits
|
Actuarial loss
|
|
10
|
|
|
21
|
|
|
19
|
|
|
42
|
|
|
Salaries, wages and benefits
|
||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges
|
|
5
|
|
|
13
|
|
|
12
|
|
|
12
|
|
|
Aircraft fuel and related taxes
|
||||
Net unrealized change on investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net change in value
|
|
(2
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
Other, net
|
||||
Income tax benefit (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reversal of non-cash tax provision
|
|
328
|
|
|
—
|
|
|
328
|
|
|
—
|
|
|
Income tax provision (benefit)
|
||||
Total reclassifications for the period
|
|
$
|
290
|
|
|
$
|
(19
|
)
|
|
$
|
255
|
|
|
$
|
(54
|
)
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Aircraft fuel and related taxes
|
$
|
270
|
|
|
$
|
259
|
|
|
$
|
523
|
|
|
$
|
524
|
|
Salaries, wages and benefits
|
10
|
|
|
5
|
|
|
15
|
|
|
10
|
|
||||
Capacity purchases from third-party regional carriers
|
316
|
|
|
306
|
|
|
616
|
|
|
610
|
|
||||
Maintenance, materials and repairs
|
1
|
|
|
2
|
|
|
2
|
|
|
3
|
|
||||
Other rent and landing fees
|
61
|
|
|
54
|
|
|
116
|
|
|
108
|
|
||||
Selling expenses
|
40
|
|
|
34
|
|
|
76
|
|
|
71
|
|
||||
Depreciation and amortization
|
37
|
|
|
37
|
|
|
74
|
|
|
74
|
|
||||
Special items, net
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Other
|
68
|
|
|
64
|
|
|
138
|
|
|
128
|
|
||||
Total regional expenses
|
$
|
804
|
|
|
$
|
761
|
|
|
$
|
1,562
|
|
|
$
|
1,528
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
American Airlines Group Parent
|
$
|
(2,282
|
)
|
|
$
|
(2,455
|
)
|
US Airways Group, Inc.
|
116
|
|
|
—
|
|
||
Envoy Aviation Group Inc.
(1)
and other subsidiaries
|
(361
|
)
|
|
(352
|
)
|
||
|
$
|
(2,527
|
)
|
|
$
|
(2,807
|
)
|
(1)
|
Formerly known as AMR Eagle Holding Corporation, the net payable to AAG's wholly-owned regional airline operating under the brand name of American Eagle consists principally of amounts due under regional capacity purchase agreements.
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
Three Months Ended June 30, 2013
|
|||||||||||||||
|
Three Months Ended June 30, 2014
|
|
AAG
|
|
US Airways Group
|
|
Combined
|
|
Percent Change
(1)
|
|||||||||
|
(In millions)
|
|
|
|||||||||||||||
Mainline and regional passenger revenues
|
$
|
9,920
|
|
|
$
|
5,640
|
|
|
$
|
3,448
|
|
|
$
|
9,088
|
|
|
9.2
|
|
Total operating revenues
|
11,355
|
|
|
6,449
|
|
|
3,850
|
|
|
10,299
|
|
|
10.2
|
|
||||
Mainline and regional aircraft fuel and related taxes
|
3,365
|
|
|
2,140
|
|
|
1,133
|
|
|
3,273
|
|
|
2.8
|
|
||||
Total operating expenses
|
9,956
|
|
|
5,937
|
|
|
3,371
|
|
|
9,308
|
|
|
7.0
|
|
||||
Operating income
|
1,399
|
|
|
512
|
|
|
479
|
|
|
991
|
|
|
41.2
|
|
||||
Net income
|
864
|
|
|
220
|
|
|
287
|
|
|
507
|
|
|
70.4
|
|
||||
Net special charges
(2)
|
592
|
|
|
137
|
|
|
37
|
|
|
174
|
|
|
nm
|
|
|
2014
|
2013(a)
|
Better (Worse) 2014-2013
|
||||||
|
April
|
May
|
June
(f)
|
April
|
May
|
June
|
April
|
May
|
June
|
On-time performance
(b)
|
82.7
|
79.1
|
72.1
|
76.1
|
78.7
|
71.2
|
6.6 pts
|
0.4 pts
|
0.9 pts
|
Completion factor
(c)
|
99.4
|
98.2
|
98.8
|
98.4
|
99.0
|
98.6
|
1.0 pts
|
(0.8) pts
|
0.2 pts
|
Mishandled baggage
(d)
|
3.00
|
3.73
|
4.16
|
2.77
|
2.63
|
3.38
|
(8.3)%
|
(41.8)%
|
(23.1)%
|
Customer complaints
(e)
|
1.94
|
2.25
|
2.25
|
2.04
|
1.59
|
1.89
|
4.9%
|
(41.5)%
|
(19.0)%
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
|
|
(In millions)
|
||||||
Cash and short-term investments
(1)
|
|
$
|
9,459
|
|
|
$
|
9,251
|
|
Restricted cash and short-term investments
(2)
|
|
882
|
|
|
1,035
|
|
||
Total cash and short-term investments
|
|
$
|
10,341
|
|
|
$
|
10,286
|
|
(1)
|
As of
June 30, 2014
,
$791 million
of our unrestricted cash balance was held in Venezuelan bolivars, valued at the weighted average applicable exchange rate of
6.53
bolivars to the dollar. This includes approximately
$94 million
valued at
4.3
bolivars, approximately
$611 million
valued at
6.3
bolivars, and approximately
$86 million
valued at
10.6
bolivars, with the rate depending on the date we submitted our repatriation request to the Venezuelan government. In the first quarter of 2014, the Venezuelan government announced that a newly-implemented system (SICAD I) will determine the exchange rate (which fluctuates as determined by weekly auctions and at
June 30, 2014
was
10.6
bolivars to the dollar) for repatriation of cash proceeds from ticket sales after January 1, 2014, and introduced new procedures for approval of repatriation of local currency. We are continuing to work with Venezuelan authorities regarding the timing and exchange rate applicable to the repatriation of funds held in local currency. However, pending further repatriation of funds, and due to the significant decrease in demand for air travel resulting from the effective devaluation of the bolivar, we recently significantly reduced capacity in this market. We are monitoring this situation closely and continue to evaluate our holdings of Venezuelan bolivars for potential impairment. See Part II, 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.
|
(2)
|
Restricted cash and investments primarily include cash collateral to secure workers’ compensation claims.
|
|
Three Months Ended June 30, 2014
|
|
Three Months Ended June 30, 2013
|
||||||||||||
Reconciliation of Operating Cost per ASM Excluding Special Items and Fuel - Mainline Only
|
|
AAG
|
|
US Airways Group
|
|
Combined
|
|||||||||
|
(In millions, except per ASM amounts)
|
||||||||||||||
Total operating expenses
|
$
|
9,956
|
|
|
$
|
5,937
|
|
|
$
|
3,371
|
|
|
$
|
9,308
|
|
Less regional expenses:
|
|
|
|
|
|
|
|
||||||||
Fuel
|
(535
|
)
|
|
(260
|
)
|
|
(261
|
)
|
|
(521
|
)
|
||||
Other
|
(1,122
|
)
|
|
(509
|
)
|
|
(561
|
)
|
|
(1,070
|
)
|
||||
Total mainline operating expenses
|
8,299
|
|
|
5,168
|
|
|
2,549
|
|
|
7,717
|
|
||||
Less: Special items, net
|
(251
|
)
|
|
(12
|
)
|
|
(24
|
)
|
|
(36
|
)
|
||||
Mainline operating expenses, excluding special items
|
8,048
|
|
|
5,156
|
|
|
2,525
|
|
|
7,681
|
|
||||
Less: Aircraft fuel and related taxes
|
(2,830
|
)
|
|
(1,880
|
)
|
|
(872
|
)
|
|
(2,752
|
)
|
||||
Mainline operating expenses, excluding special items and fuel
|
$
|
5,218
|
|
|
$
|
3,276
|
|
|
$
|
1,653
|
|
|
$
|
4,929
|
|
|
|
|
|
|
|
|
|
||||||||
Available Seat Miles (ASM)
|
60,999
|
|
|
38,723
|
|
|
20,192
|
|
|
58,915
|
|
||||
|
|
|
|
|
|
|
|
||||||||
(In cents)
|
|
|
|
|
|
|
|
||||||||
Mainline operating expenses per ASM
|
$
|
13.61
|
|
|
|
|
|
|
$
|
13.10
|
|
||||
Less: Special items, net per ASM
|
(0.41
|
)
|
|
|
|
|
|
(0.06
|
)
|
||||||
Mainline operating expenses per ASM, excluding special items
|
13.19
|
|
|
|
|
|
|
13.04
|
|
||||||
Less: Aircraft fuel and related taxes per ASM
|
(4.64
|
)
|
|
|
|
|
|
(4.67
|
)
|
||||||
Mainline operating expenses per ASM, excluding special items and fuel
|
$
|
8.55
|
|
|
|
|
|
|
$
|
8.37
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Mainline operating special items, net
(1)
|
|
$
|
251
|
|
|
$
|
12
|
|
|
$
|
114
|
|
|
$
|
83
|
|
Regional operating special items, net
|
|
2
|
|
|
1
|
|
|
6
|
|
|
3
|
|
||||
Nonoperating special items, net
(2)
|
|
2
|
|
|
—
|
|
|
50
|
|
|
116
|
|
||||
Reorganization items, net
(3)
|
|
—
|
|
|
124
|
|
|
—
|
|
|
284
|
|
||||
Income tax special items, net
(4)
|
|
337
|
|
|
—
|
|
|
345
|
|
|
—
|
|
||||
Total
|
|
$
|
592
|
|
|
$
|
137
|
|
|
$
|
515
|
|
|
$
|
486
|
|
(1)
|
The 2014 second quarter mainline operating special items totaled a net charge of $251 million, which principally included $163 million of merger integration expenses related to information technology, professional fees, severance, re-branding of aircraft and airport facilities, relocation and training as well as a net $38 million charge for bankruptcy related items primarily reflecting fair value adjustments for bankruptcy settlement obligations and $37 million in charges relating to the buyout of leases associated with certain aircraft. The 2014 six month period mainline operating special items totaled a net charge of $114 million, which principally included $365 million of merger integration expenses, $40 million in charges primarily relating to the buyout of leases associated with certain aircraft and a net $5 million charge for bankruptcy related items as described above. These charges were offset in part by a $309 million gain on the sale of slots at Ronald Reagan Washington National Airport (DCA).
|
|
|
Three Months Ended June 30,
|
|
Increase (Decrease)
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
||||||||||
|
|
2014
|
|
2013 (Note 1)
|
|
|
2014
|
|
2013 (Note 1)
|
|
||||||||
Mainline
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue passenger miles (millions)
(a)
|
|
51,407
|
|
|
50,226
|
|
|
2.4
|
%
|
|
97,234
|
|
|
95,249
|
|
|
2.1
|
%
|
Available seat miles (ASM) (millions)
(b)
|
|
60,999
|
|
|
58,915
|
|
|
3.5
|
%
|
|
117,830
|
|
|
114,269
|
|
|
3.1
|
%
|
Passenger load factor (percent)
(c)
|
|
84.3
|
|
|
85.3
|
|
|
(1.0) pts
|
|
|
82.5
|
|
|
83.4
|
|
|
(0.9) pts
|
|
Yield (cents)
(d)
|
|
15.98
|
|
|
14.83
|
|
|
7.7
|
%
|
|
15.91
|
|
|
14.97
|
|
|
6.3
|
%
|
Passenger revenue per ASM (cents)
(e)
|
|
13.46
|
|
|
12.64
|
|
|
6.5
|
%
|
|
13.13
|
|
|
12.48
|
|
|
5.2
|
%
|
Operating cost per ASM (cents)
(f)
|
|
13.61
|
|
|
13.10
|
|
|
3.9
|
%
|
|
13.55
|
|
|
13.48
|
|
|
0.6
|
%
|
Passenger enplanements (thousands)
(g)
|
|
37,910
|
|
|
36,987
|
|
|
2.5
|
%
|
|
72,754
|
|
|
71,420
|
|
|
1.9
|
%
|
Departures (thousands)
|
|
292
|
|
|
289
|
|
|
0.9
|
%
|
|
571
|
|
|
569
|
|
|
0.4
|
%
|
Aircraft at end of period
|
|
984
|
|
|
975
|
|
|
0.9
|
%
|
|
984
|
|
|
975
|
|
|
0.9
|
%
|
Block hours (thousands)
(h)
|
|
901
|
|
|
882
|
|
|
2.2
|
%
|
|
1,754
|
|
|
1,723
|
|
|
1.8
|
%
|
Average stage length (miles)
(i)
|
|
1,215
|
|
|
1,193
|
|
|
1.8
|
%
|
|
1,202
|
|
|
1,182
|
|
|
1.6
|
%
|
Fuel consumption (gallons in millions)
|
|
937
|
|
|
922
|
|
|
1.6
|
%
|
|
1,811
|
|
|
1,780
|
|
|
1.8
|
%
|
Average aircraft fuel price including related taxes ($/gallon)
|
|
3.02
|
|
|
2.98
|
|
|
1.2
|
%
|
|
3.06
|
|
|
3.12
|
|
|
(1.8
|
)%
|
Full-time equivalent employees at end of period
|
|
94,061
|
|
|
91,710
|
|
|
2.6
|
%
|
|
94,061
|
|
|
91,710
|
|
|
2.6
|
%
|
Regional
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue passenger miles (millions)
(a)
|
|
5,787
|
|
|
5,589
|
|
|
3.6
|
%
|
|
10,846
|
|
|
10,585
|
|
|
2.5
|
%
|
Available seat miles (millions)
(b)
|
|
7,091
|
|
|
7,120
|
|
|
(0.4
|
)%
|
|
13,652
|
|
|
13,895
|
|
|
(1.7
|
)%
|
Passenger load factor (percent)
(c)
|
|
81.6
|
|
|
78.5
|
|
|
3.1 pts
|
|
|
79.4
|
|
|
76.2
|
|
|
3.2 pts
|
|
Yield (cents)
(d)
|
|
29.49
|
|
|
29.34
|
|
|
0.5
|
%
|
|
28.71
|
|
|
29.11
|
|
|
(1.4
|
)%
|
Passenger revenue per ASM (cents)
(e)
|
|
24.07
|
|
|
23.03
|
|
|
4.5
|
%
|
|
22.81
|
|
|
22.18
|
|
|
2.8
|
%
|
Operating cost per ASM (cents)
(f)
|
|
23.37
|
|
|
22.35
|
|
|
4.6
|
%
|
|
23.82
|
|
|
23.05
|
|
|
3.3
|
%
|
Passenger enplanements (thousands)
(g)
|
|
13,553
|
|
|
12,957
|
|
|
4.6
|
%
|
|
25,262
|
|
|
24,624
|
|
|
2.6
|
%
|
Aircraft at end of period
|
|
557
|
|
|
554
|
|
|
0.5
|
%
|
|
557
|
|
|
554
|
|
|
0.5
|
%
|
Fuel consumption (gallons in millions)
|
|
174
|
|
|
175
|
|
|
(0.3
|
)%
|
|
336
|
|
|
341
|
|
|
(1.4
|
)%
|
Average aircraft fuel price including related taxes ($/gallon)
|
|
3.07
|
|
|
2.98
|
|
|
3.0
|
%
|
|
3.08
|
|
|
3.10
|
|
|
(0.7
|
)%
|
Total Mainline and Regional
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue passenger miles (millions)
(a)
|
|
57,194
|
|
|
55,815
|
|
|
2.5
|
%
|
|
108,080
|
|
|
105,834
|
|
|
2.1
|
%
|
Available seat miles (millions)
(b)
|
|
68,090
|
|
|
66,035
|
|
|
3.1
|
%
|
|
131,482
|
|
|
128,164
|
|
|
2.6
|
%
|
Cargo ton miles (millions)
(k)
|
|
595
|
|
|
559
|
|
|
6.5
|
%
|
|
1,155
|
|
|
1,059
|
|
|
9.1
|
%
|
Passenger load factor (percent)
(c)
|
|
84.0
|
|
|
84.5
|
|
|
(0.5) pts
|
|
|
82.2
|
|
|
82.6
|
|
|
(0.4) pts
|
|
Yield (cents)
(d)
|
|
17.34
|
|
|
16.28
|
|
|
6.5
|
%
|
|
17.20
|
|
|
16.38
|
|
|
4.9
|
%
|
Passenger revenue per ASM (cents)
(e)
|
|
14.57
|
|
|
13.76
|
|
|
5.9
|
%
|
|
14.13
|
|
|
13.53
|
|
|
4.5
|
%
|
Total revenue per ASM (cents)
(l)
|
|
16.68
|
|
|
15.60
|
|
|
6.9
|
%
|
|
16.24
|
|
|
15.42
|
|
|
5.3
|
%
|
Cargo yield per ton mile (cents)
(m)
|
|
37.16
|
|
|
36.56
|
|
|
1.6
|
%
|
|
37.02
|
|
|
37.88
|
|
|
(2.3
|
)%
|
Passenger enplanements (thousands)
(g)
|
|
51,463
|
|
|
49,944
|
|
|
3.0
|
%
|
|
98,016
|
|
|
96,044
|
|
|
2.1
|
%
|
Aircraft at end of period
|
|
1,541
|
|
|
1,529
|
|
|
0.8
|
%
|
|
1,541
|
|
|
1,529
|
|
|
0.8
|
%
|
Fuel consumption (gallons in millions)
|
|
1,111
|
|
|
1,097
|
|
|
1.3
|
%
|
|
2,147
|
|
|
2,121
|
|
|
1.2
|
%
|
Average aircraft fuel price including related taxes ($/gallon)
|
|
3.03
|
|
|
2.98
|
|
|
1.5
|
%
|
|
3.06
|
|
|
3.11
|
|
|
(1.6
|
)%
|
(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)
|
Passenger enplanements — The number of passengers on board an aircraft, including local, connecting and through passengers.
|
(h)
|
Block hours — The hours measured from the moment an aircraft first moves under its own power, including taxi time, for the purposes of flight until the aircraft is docked at the next point of landing and its power is shut down.
|
(i)
|
Average stage length — The average of the distances flown on each segment of every route.
|
(j)
|
Regional statistics include our subsidiaries, Envoy Aviation Group Inc. (formerly known as AMR Eagle Holding Corporation), Piedmont Airlines, Inc. and PSA Airlines, Inc., and operating and financial results from our capacity purchase agreements with Air Wisconsin Airlines Corporation, Chautauqua Airlines, Inc., ExpressJet Airlines, Inc., Mesa Airlines, Inc., Republic Airline Inc. and SkyWest Airlines, Inc.
|
(k)
|
Cargo ton miles — A basic measure of cargo transportation. One cargo ton mile represents one ton of cargo transported one mile.
|
(l)
|
Total revenue per available seat mile (RASM) — Total revenues divided by total mainline and regional ASMs.
|
(m)
|
Cargo yield per ton mile — Cargo revenues divided by total mainline and regional cargo ton miles.
|
|
|
Three Months Ended June 30,
|
|
$ Change
|
|
$ Change Due to Merger
|
|
Change Excluding Merger Impact
|
||||||||||||||
|
|
2014
|
|
2013
|
|
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions, except percentage changes)
|
||||||||||||||||||||
Mainline passenger
|
|
$
|
8,213
|
|
|
$
|
4,888
|
|
|
$
|
3,325
|
|
|
$
|
2,861
|
|
|
$
|
464
|
|
|
9.5
|
Regional passenger
|
|
1,707
|
|
|
752
|
|
|
955
|
|
|
921
|
|
|
34
|
|
|
4.4
|
|||||
Cargo
|
|
221
|
|
|
169
|
|
|
52
|
|
|
43
|
|
|
9
|
|
|
5.8
|
|||||
Other
|
|
1,214
|
|
|
640
|
|
|
574
|
|
|
388
|
|
|
186
|
|
|
29.0
|
|||||
Total operating revenues
|
|
$
|
11,355
|
|
|
$
|
6,449
|
|
|
$
|
4,906
|
|
|
$
|
4,213
|
|
|
$
|
693
|
|
|
10.7
|
•
|
Mainline passenger revenues
in
creased
$464 million
, or
9.5%
, in the
second
quarter of
2014
from the
2013
period due to higher yields and ASMs, offset in part by slightly lower load factors.
|
•
|
Cargo revenues increased
$9 million
, or
5.8%
, in the second quarter of
2014
from the
2013
period driven primarily by an increase in transatlantic freight volumes.
|
•
|
Other revenues increased
$186 million
, or
29.0%
, in the
second
quarter of
2014
from the
2013
period driven primarily by higher revenues associated with our frequent flyer programs.
|
|
|
Three Months Ended June 30,
|
|
$ Change
|
|
$ Change Due to Merger
|
|
Change Excluding Merger Impact
|
||||||||||||||
|
|
2014
|
|
2013
|
|
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions, except percentage changes)
|
||||||||||||||||||||
Aircraft fuel and related taxes
|
|
$
|
2,830
|
|
|
$
|
1,880
|
|
|
$
|
950
|
|
|
$
|
932
|
|
|
$
|
18
|
|
|
0.9
|
Salaries, wages and benefits
|
|
2,163
|
|
|
1,284
|
|
|
879
|
|
|
720
|
|
|
159
|
|
|
12.4
|
|||||
Maintenance, materials and repairs
|
|
514
|
|
|
317
|
|
|
197
|
|
|
168
|
|
|
29
|
|
|
9.1
|
|||||
Other rent and landing fees
|
|
441
|
|
|
284
|
|
|
157
|
|
|
153
|
|
|
4
|
|
|
1.9
|
|||||
Aircraft rent
|
|
312
|
|
|
181
|
|
|
131
|
|
|
102
|
|
|
29
|
|
|
15.7
|
|||||
Selling expenses
|
|
402
|
|
|
273
|
|
|
129
|
|
|
121
|
|
|
8
|
|
|
3.3
|
|||||
Depreciation and amortization
|
|
319
|
|
|
207
|
|
|
112
|
|
|
99
|
|
|
13
|
|
|
6.4
|
|||||
Special items, net
|
|
251
|
|
|
12
|
|
|
239
|
|
|
74
|
|
|
165
|
|
|
nm
|
|||||
Other
|
|
1,067
|
|
|
730
|
|
|
337
|
|
|
332
|
|
|
5
|
|
|
0.6
|
|||||
Total mainline operating expenses
|
|
8,299
|
|
|
5,168
|
|
|
3,131
|
|
|
2,701
|
|
|
430
|
|
|
8.3
|
|||||
Regional expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel
|
|
535
|
|
|
260
|
|
|
275
|
|
|
265
|
|
|
10
|
|
|
4.0
|
|||||
Other
|
|
1,122
|
|
|
509
|
|
|
613
|
|
|
580
|
|
|
33
|
|
|
6.3
|
|||||
Total regional operating expenses
|
|
1,657
|
|
|
769
|
|
|
888
|
|
|
845
|
|
|
43
|
|
|
5.5
|
|||||
Total operating expenses
|
|
$
|
9,956
|
|
|
$
|
5,937
|
|
|
$
|
4,019
|
|
|
$
|
3,546
|
|
|
$
|
473
|
|
|
8.0
|
•
|
Aircraft fuel and related taxes increased
0.9%
primarily due to an increase in the average price per gallon of fuel.
|
•
|
Salaries, wages and benefits increased
12.4%
primarily due to merger related labor contracts.
|
•
|
Maintenance, materials and repairs increased
9.1%
primarily due to an increase in the volume of engine overhauls.
|
•
|
Aircraft rent increased
15.7%
primarily as a result of new leased aircraft deliveries since the end of the 2013 second quarter as we continue our fleet renewal program.
|
•
|
Depreciation and amortization increased
6.4%
primarily as a result of new purchased aircraft deliveries since the end of the 2013 second quarter as we continue our fleet renewal program.
|
|
|
Three Months Ended June 30,
|
|
$ Change
|
|
$ Change Due to Merger
|
|
Change Excluding Merger Impact
|
|||||||||||||||
|
|
2014
|
|
2013
|
|
|
|
$
|
|
%
|
|||||||||||||
|
|
(In millions, except percentage changes)
|
|||||||||||||||||||||
Interest income
|
|
$
|
8
|
|
|
$
|
5
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
34.0
|
|
Interest expense, net of capitalized interest
|
|
(214
|
)
|
|
(161
|
)
|
|
(53
|
)
|
|
(77
|
)
|
|
24
|
|
|
(15.3
|
)
|
|||||
Other, net
|
|
11
|
|
|
(12
|
)
|
|
23
|
|
|
(6
|
)
|
|
29
|
|
|
nm
|
|
|||||
Total nonoperating expense, net
|
|
$
|
(195
|
)
|
|
$
|
(168
|
)
|
|
$
|
(27
|
)
|
|
$
|
(81
|
)
|
|
$
|
54
|
|
|
(31.9
|
)
|
Aircraft and facility financing renegotiations and rejections
(1)
|
|
$
|
83
|
|
Professional fees
|
|
40
|
|
|
Other
|
|
1
|
|
|
Total reorganization items, net
|
|
$
|
124
|
|
(1)
|
Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing or facility agreement when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim.
|
|
|
Six Months Ended June 30,
|
|
$ Change
|
|
$ Change Due to Merger
|
|
Change Excluding Merger Impact
|
||||||||||||||
|
|
2014
|
|
2013
|
|
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions, except percentage changes)
|
||||||||||||||||||||
Mainline passenger
|
|
$
|
15,471
|
|
|
$
|
9,502
|
|
|
$
|
5,969
|
|
|
$
|
5,213
|
|
|
$
|
756
|
|
|
8.0
|
Regional passenger
|
|
3,114
|
|
|
1,431
|
|
|
1,683
|
|
|
1,660
|
|
|
23
|
|
|
1.7
|
|||||
Cargo
|
|
428
|
|
|
325
|
|
|
103
|
|
|
81
|
|
|
22
|
|
|
6.6
|
|||||
Other
|
|
2,338
|
|
|
1,289
|
|
|
1,049
|
|
|
768
|
|
|
281
|
|
|
21.7
|
|||||
Total operating revenues
|
|
$
|
21,351
|
|
|
$
|
12,547
|
|
|
$
|
8,804
|
|
|
$
|
7,722
|
|
|
$
|
1,082
|
|
|
8.6
|
•
|
Mainline passenger revenues increased
$756 million
, or
8.0%
, in the first six months of
2014
from the
2013
period due to higher yields and ASMs, offset in part by slightly lower load factors.
|
•
|
Cargo revenues increased
$22 million
, or
6.6%
, in the first six months of
2014
from the
2013
period driven primarily by an increase in transatlantic freight volumes.
|
•
|
Other revenues increased
$281 million
, or
21.7%
, in the first six months of
2014
from the
2013
period driven primarily by higher revenues associated with our frequent flyer programs.
|
|
|
Six Months Ended June 30,
|
|
$ Change
|
|
$ Change Due to Merger
|
|
Change Excluding Merger Impact
|
|||||||||||||||
|
|
2014
|
|
2013
|
|
|
|
$
|
|
%
|
|||||||||||||
|
|
(In millions, except percentage changes)
|
|||||||||||||||||||||
Aircraft fuel and related taxes
|
|
$
|
5,541
|
|
|
$
|
3,814
|
|
|
$
|
1,727
|
|
|
$
|
1,772
|
|
|
$
|
(45
|
)
|
|
(1.2
|
)
|
Salaries, wages and benefits
|
|
4,282
|
|
|
2,551
|
|
|
1,731
|
|
|
1,439
|
|
|
292
|
|
|
11.5
|
|
|||||
Maintenance, materials and repairs
|
|
999
|
|
|
643
|
|
|
356
|
|
|
321
|
|
|
35
|
|
|
5.5
|
|
|||||
Other rent and landing fees
|
|
866
|
|
|
572
|
|
|
294
|
|
|
292
|
|
|
2
|
|
|
0.5
|
|
|||||
Aircraft rent
|
|
631
|
|
|
346
|
|
|
285
|
|
|
206
|
|
|
79
|
|
|
23.0
|
|
|||||
Selling expenses
|
|
804
|
|
|
563
|
|
|
241
|
|
|
238
|
|
|
3
|
|
|
0.5
|
|
|||||
Depreciation and amortization
|
|
626
|
|
|
411
|
|
|
215
|
|
|
192
|
|
|
23
|
|
|
5.5
|
|
|||||
Special items, net
|
|
114
|
|
|
83
|
|
|
31
|
|
|
129
|
|
|
(98
|
)
|
|
nm
|
|
|||||
Other
|
|
2,108
|
|
|
1,432
|
|
|
676
|
|
|
633
|
|
|
43
|
|
|
3.0
|
|
|||||
Total mainline operating expenses
|
|
15,971
|
|
|
10,415
|
|
|
5,556
|
|
|
5,222
|
|
|
334
|
|
|
3.2
|
|
|||||
Regional expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Fuel
|
|
1,035
|
|
|
525
|
|
|
510
|
|
|
512
|
|
|
(2
|
)
|
|
(0.4
|
)
|
|||||
Other
|
|
2,216
|
|
|
1,024
|
|
|
1,192
|
|
|
1,142
|
|
|
50
|
|
|
4.9
|
|
|||||
Total regional operating expenses
|
|
3,251
|
|
|
1,549
|
|
|
1,702
|
|
|
1,654
|
|
|
48
|
|
|
3.1
|
|
|||||
Total operating expenses
|
|
$
|
19,222
|
|
|
$
|
11,964
|
|
|
$
|
7,258
|
|
|
$
|
6,876
|
|
|
$
|
382
|
|
|
3.2
|
|
•
|
Aircraft fuel and related taxes decreased
1.2%
primarily due to a
de
crease in the average price per gallon of fuel.
|
•
|
Salaries, wages and benefits increased
11.5%
primarily due to merger related labor contracts as well as increased costs from certain share-based compensation programs.
|
•
|
Maintenance, materials and repairs increased
5.5%
primarily due to an increase in the volume of engine overhauls.
|
•
|
Aircraft rent increased
23.0%
primarily as a result of new leased aircraft deliveries since the end of the 2013 second quarter as we continue our fleet renewal program.
|
•
|
Depreciation and amortization increased
5.5%
as a result of new purchased aircraft deliveries since the end of the 2013 second quarter as we continue our fleet renewal program.
|
|
|
Six Months Ended June 30,
|
|
$ Change
|
|
$ Change Due to Merger
|
|
Change Excluding Merger Impact
|
|||||||||||||||
|
|
2014
|
|
2013
|
|
|
|
$
|
|
%
|
|||||||||||||
|
|
(In millions, except percentage changes)
|
|||||||||||||||||||||
Interest income
|
|
$
|
15
|
|
|
$
|
9
|
|
|
$
|
6
|
|
|
$
|
2
|
|
|
$
|
4
|
|
|
43.1
|
|
Interest expense, net of capitalized interest
|
|
(457
|
)
|
|
(415
|
)
|
|
$
|
(42
|
)
|
|
(152
|
)
|
|
110
|
|
|
(26.4
|
)
|
||||
Other, net
|
|
9
|
|
|
(37
|
)
|
|
$
|
46
|
|
|
(2
|
)
|
|
48
|
|
|
nm
|
|
||||
Total nonoperating expense, net
|
|
$
|
(433
|
)
|
|
$
|
(443
|
)
|
|
$
|
10
|
|
|
$
|
(152
|
)
|
|
$
|
162
|
|
|
(36.3
|
)
|
Aircraft and facility financing renegotiations and rejections
(1)
|
|
$
|
219
|
|
Professional fees
|
|
79
|
|
|
Other
|
|
(14
|
)
|
|
Total reorganization items, net
|
|
$
|
284
|
|
(1)
|
Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing or facility agreement when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Mainline operating special items, net
(1)
|
|
$
|
179
|
|
|
$
|
12
|
|
|
$
|
(37
|
)
|
|
$
|
83
|
|
Regional operating special items, net
|
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Nonoperating special items, net
(2)
|
|
(4
|
)
|
|
—
|
|
|
40
|
|
|
27
|
|
||||
Reorganization items, net
(3)
|
|
—
|
|
|
124
|
|
|
—
|
|
|
283
|
|
||||
Income tax special items, net
(4)
|
|
335
|
|
|
—
|
|
|
342
|
|
|
—
|
|
||||
Total
|
|
$
|
511
|
|
|
$
|
136
|
|
|
$
|
347
|
|
|
$
|
393
|
|
|
|
Three Months Ended June 30,
|
|
Percent Increase (Decrease)
|
||||||
|
|
2014
|
|
2013
|
|
|||||
|
|
(In millions)
|
|
|
||||||
Mainline passenger
|
|
$
|
5,352
|
|
|
$
|
4,888
|
|
|
9.5
|
Regional passenger
|
|
786
|
|
|
752
|
|
|
4.4
|
||
Cargo
|
|
178
|
|
|
169
|
|
|
5.3
|
||
Other
|
|
837
|
|
|
628
|
|
|
33.3
|
||
Total operating revenues
|
|
$
|
7,153
|
|
|
$
|
6,437
|
|
|
11.1
|
•
|
Mainline passenger revenues
in
creased
$464 million
, or
9.5%
, in the
second
quarter of
2014
from the
2013
period due to higher yields and ASMs, offset in part by slightly lower load factors.
|
•
|
Cargo revenues increased
$9 million
, or
5.3%
, in the second quarter of
2014
from the
2013
period driven primarily by an increase in transatlantic freight volumes.
|
•
|
Other revenues increased
$209 million
, or
33.3%
, in the
second
quarter of
2014
from the
2013
period driven primarily by higher revenues associated with American's frequent flyer program.
|
|
|
Three Months Ended June 30,
|
|
Percent Increase (Decrease)
|
|||||||
|
|
2014
|
|
2013
|
|
||||||
|
|
(In millions)
|
|
|
|||||||
Aircraft fuel and related taxes
|
|
$
|
1,897
|
|
|
$
|
1,880
|
|
|
0.9
|
|
Salaries, wages and benefits
|
|
1,441
|
|
|
1,282
|
|
|
12.4
|
|
||
Maintenance, materials and repairs
|
|
346
|
|
|
317
|
|
|
9.1
|
|
||
Other rent and landing fees
|
|
289
|
|
|
284
|
|
|
1.9
|
|
||
Aircraft rent
|
|
214
|
|
|
181
|
|
|
17.9
|
|
||
Selling expenses
|
|
282
|
|
|
273
|
|
|
3.3
|
|
||
Depreciation and amortization
|
|
220
|
|
|
207
|
|
|
6.4
|
|
||
Special items, net
|
|
179
|
|
|
12
|
|
|
nm
|
|
||
Other
|
|
763
|
|
|
739
|
|
|
3.3
|
|
||
Total mainline operating expenses
|
|
5,631
|
|
|
5,175
|
|
|
8.8
|
|
||
Regional expenses:
|
|
|
|
|
|
|
|||||
Fuel
|
|
270
|
|
|
259
|
|
|
4.2
|
|
||
Other
|
|
534
|
|
|
502
|
|
|
6.2
|
|
||
Total regional operating expenses
|
|
804
|
|
|
761
|
|
|
5.7
|
|
||
Total operating expenses
|
|
$
|
6,435
|
|
|
$
|
5,936
|
|
|
8.4
|
|
•
|
Aircraft fuel and related taxes
in
creased
0.9%
primarily due to a increase in the average price per gallon of fuel.
|
•
|
Salaries, wages and benefits
in
creased
12.4%
primarily due to merger related labor contracts.
|
•
|
Maintenance, materials and repairs increased
9.1%
primarily due to an increase in the volume of engine overhauls.
|
•
|
Aircraft rent
in
creased
17.9%
primarily as a result of new leased aircraft deliveries since the end of the 2013 second quarter as American continues its fleet renewal program.
|
•
|
Depreciation and amortization increased
6.4%
primarily as a result of new purchased aircraft deliveries since the end of the 2013 second quarter as American continues its fleet renewal program.
|
|
|
Three Months Ended June 30,
|
|
Percent Increase (Decrease)
|
|||||||
|
|
2014
|
|
2013
|
|
||||||
|
|
(In millions)
|
|
|
|||||||
Interest income
|
|
$
|
6
|
|
|
$
|
5
|
|
|
37.9
|
|
Interest expense, net of capitalized interest
|
|
(139
|
)
|
|
(147
|
)
|
|
(5.4
|
)
|
||
Other, net
|
|
16
|
|
|
(7
|
)
|
|
nm
|
|
||
Total nonoperating expense, net
|
|
$
|
(117
|
)
|
|
$
|
(149
|
)
|
|
21.8
|
|
Aircraft and facility financing renegotiations and rejections
(1)
|
|
$
|
83
|
|
Professional fees
|
|
40
|
|
|
Other
|
|
1
|
|
|
Total reorganization items, net
|
|
$
|
124
|
|
(1)
|
Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing or facility agreement when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim.
|
|
|
Six Months Ended June 30,
|
|
Percent Increase (Decrease)
|
||||||
|
|
2014
|
|
2013
|
|
|||||
|
|
(In millions)
|
|
|
||||||
Mainline passenger
|
|
$
|
10,258
|
|
|
$
|
9,502
|
|
|
8.0
|
Regional passenger
|
|
1,455
|
|
|
1,431
|
|
|
1.7
|
||
Cargo
|
|
346
|
|
|
325
|
|
|
6.5
|
||
Other
|
|
1,563
|
|
|
1,264
|
|
|
23.6
|
||
Total operating revenues
|
|
$
|
13,622
|
|
|
$
|
12,522
|
|
|
8.8
|
•
|
Mainline passenger revenues
in
creased
$756 million
or
8.0%
, in the first six months of
2014
from the
2013
period due to higher yields and ASMs, offset in part by slightly lower load factors.
|
•
|
Cargo revenues increased
$21 million
, or
6.5%
, in the first six months of
2014
from the
2013
period driven primarily by an increase in transatlantic freight volumes.
|
•
|
Other revenues increased
$299 million
, or
23.6%
, in the first six months of
2014
from the
2013
period driven primarily by higher revenues associated with American's frequent flyer program.
|
|
|
Six Months Ended June 30,
|
|
Percent Increase (Decrease)
|
|||||||
|
|
2014
|
|
2013
|
|
||||||
|
|
(In millions)
|
|
|
|||||||
Aircraft fuel and related taxes
|
|
$
|
3,768
|
|
|
$
|
3,814
|
|
|
(1.2
|
)
|
Salaries, wages and benefits
|
|
2,839
|
|
|
2,546
|
|
|
11.5
|
|
||
Maintenance, materials and repairs
|
|
678
|
|
|
643
|
|
|
5.4
|
|
||
Other rent and landing fees
|
|
574
|
|
|
572
|
|
|
0.5
|
|
||
Aircraft rent
|
|
430
|
|
|
346
|
|
|
24.2
|
|
||
Selling expenses
|
|
566
|
|
|
563
|
|
|
0.5
|
|
||
Depreciation and amortization
|
|
434
|
|
|
411
|
|
|
5.5
|
|
||
Special items, net
|
|
(37
|
)
|
|
83
|
|
|
nm
|
|
||
Other
|
|
1,512
|
|
|
1,449
|
|
|
4.4
|
|
||
Total mainline operating expenses
|
|
10,764
|
|
|
10,427
|
|
|
3.2
|
|
||
Regional expenses:
|
|
|
|
|
|
|
|||||
Fuel
|
|
523
|
|
|
524
|
|
|
(0.3
|
)
|
||
Other
|
|
1,039
|
|
|
1,004
|
|
|
3.6
|
|
||
Total regional operating expenses
|
|
1,562
|
|
|
1,528
|
|
|
2.2
|
|
||
Total operating expenses
|
|
$
|
12,326
|
|
|
$
|
11,955
|
|
|
3.1
|
|
•
|
Aircraft fuel and related taxes decreased
1.2%
primarily due to a decrease in the average price per gallon of fuel.
|
•
|
Salaries, wages and benefits increased
11.5%
primarily due to merger related labor contracts as well as increased costs from certain share-based compensation programs.
|
•
|
Maintenance, materials and repairs increased
5.4%
primarily due to an increase in the volume of engine overhauls.
|
•
|
Aircraft rent increased
24.2%
primarily as a result of new leased aircraft deliveries since the end of the 2013 second quarter as American continues its fleet renewal program.
|
•
|
Depreciation and amortization increased
5.5%
primarily as a result of new purchased aircraft deliveries since the end of the 2013 second quarter as American continues its fleet renewal program.
|
|
|
Six Months Ended June 30,
|
|
Percent Increase (Decrease)
|
|||||||
|
|
2014
|
|
2013
|
|
||||||
|
|
(In millions)
|
|
|
|||||||
Interest income
|
|
$
|
13
|
|
|
$
|
9
|
|
|
47.2
|
|
Interest expense, net of capitalized interest
|
|
(307
|
)
|
|
(315
|
)
|
|
(2.5
|
)
|
||
Other, net
|
|
11
|
|
|
(33
|
)
|
|
nm
|
|
||
Total nonoperating expense, net
|
|
$
|
(283
|
)
|
|
$
|
(339
|
)
|
|
(16.5
|
)
|
Aircraft and facility financing renegotiations and rejections
(1)
|
|
$
|
219
|
|
Professional fees
|
|
78
|
|
|
Other
|
|
(14
|
)
|
|
Total reorganization items, net
|
|
$
|
283
|
|
(1)
|
Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing or facility agreement when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim.
|
|
|
AAG
|
|
American
|
||||||||||||
|
|
June 30,
2014 |
|
December 31,
2013 |
|
June 30,
2014 |
|
December 31,
2013 |
||||||||
Cash
|
|
$
|
1,210
|
|
|
$
|
1,140
|
|
|
$
|
981
|
|
|
$
|
829
|
|
Short-term investments
|
|
8,249
|
|
|
8,111
|
|
|
4,822
|
|
|
5,162
|
|
||||
Restricted cash and short-term investments
(1)
|
|
882
|
|
|
1,035
|
|
|
650
|
|
|
702
|
|
||||
Total cash, short-term investments and restricted cash and short-term investments
|
|
$
|
10,341
|
|
|
$
|
10,286
|
|
|
$
|
6,453
|
|
|
$
|
6,693
|
|
(1)
|
Our restricted cash and short-term investments related primarily to collateral held to support projected workers compensation obligations.
|
|
S&P Local Issuer Credit Rating
|
|
Fitch Issuer Default Credit Rating
|
|
Moody's Corporate Family Rating
|
American Airlines Group
|
B
|
|
B+
|
|
B1
|
American Airlines
|
B
|
|
B+
|
|
*
|
|
|
Remainder of 2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019 and Thereafter
|
|
Total
|
|||||||
Airbus
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
A320 Family
|
|
29
|
|
|
42
|
|
|
25
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
116
|
|
A320 Neo
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
25
|
|
|
65
|
|
|
100
|
|
A350 XWB
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
10
|
|
|
6
|
|
|
22
|
|
Boeing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
737 Family
|
|
10
|
|
|
20
|
|
|
20
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
70
|
|
737 MAX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
17
|
|
|
80
|
|
|
100
|
|
777-300 ER
|
|
3
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
787 Family
|
|
2
|
|
|
11
|
|
|
13
|
|
|
9
|
|
|
7
|
|
|
—
|
|
|
42
|
|
Bombardier
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
CRJ900
(1)
|
|
12
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
Embraer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
ERJ175
(1)
|
|
—
|
|
|
24
|
|
|
24
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
60
|
|
Total
|
|
56
|
|
|
114
|
|
|
84
|
|
|
80
|
|
|
59
|
|
|
151
|
|
|
544
|
|
(1)
|
These aircraft may be operated by wholly-owned subsidiaries or leased to third-party regional carriers which would operate the aircraft under capacity purchase arrangements.
|
|
|
Remainder of 2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019 and Thereafter
|
|
Total
|
||||||||||||||
Payments for American aircraft commitments and certain engines
(1)
|
|
$
|
1,434
|
|
|
$
|
3,982
|
|
|
$
|
3,947
|
|
|
$
|
3,625
|
|
|
$
|
3,656
|
|
|
$
|
11,159
|
|
|
$
|
27,803
|
|
Payments for US Airways aircraft commitments and certain engines
|
|
$
|
453
|
|
|
$
|
520
|
|
|
$
|
112
|
|
|
$
|
716
|
|
|
$
|
985
|
|
|
$
|
556
|
|
|
$
|
3,342
|
|
(1)
|
These amounts are net of purchase deposits currently held by the manufacturers and include all commitments for regional aircraft. American has granted Boeing a security interest in its purchase deposits with Boeing. Our purchase deposits totaled
$1.0 billion
as of
June 30, 2014
.
|
|
Payments due by Period
|
|
|
|||||||||||||||||||||||||
|
|
Remainder of 2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019 and Thereafter
|
|
Total
|
||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||
American Airlines
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Debt and capital lease obligations
(1), (3)
|
|
$
|
563
|
|
|
$
|
890
|
|
|
$
|
1,712
|
|
|
$
|
859
|
|
|
$
|
742
|
|
|
$
|
5,844
|
|
|
$
|
10,610
|
|
Interest obligations
(2), (3)
|
|
287
|
|
|
538
|
|
|
445
|
|
|
403
|
|
|
411
|
|
|
1,151
|
|
|
3,235
|
|
|||||||
Commitments for aircraft and engine purchases and operating leases
(4), (5)
|
|
2,222
|
|
|
5,271
|
|
|
5,107
|
|
|
4,722
|
|
|
4,663
|
|
|
16,405
|
|
|
38,390
|
|
|||||||
Regional capacity purchase agreements
(6)
|
|
220
|
|
|
712
|
|
|
804
|
|
|
648
|
|
|
640
|
|
|
3,868
|
|
|
6,892
|
|
|||||||
Minimum pension contribution and other purchase obligations
(7)
|
|
245
|
|
|
376
|
|
|
318
|
|
|
294
|
|
|
285
|
|
|
3,979
|
|
|
5,497
|
|
|||||||
Total AA Contractual Obligations
|
|
$
|
3,537
|
|
|
$
|
7,787
|
|
|
$
|
8,386
|
|
|
$
|
6,926
|
|
|
$
|
6,741
|
|
|
$
|
31,247
|
|
|
$
|
64,624
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
US Airways Group and Other AAG subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Debt and capital lease obligations
(1), (3)
|
|
$
|
298
|
|
|
$
|
472
|
|
|
$
|
959
|
|
|
$
|
391
|
|
|
$
|
1,032
|
|
|
$
|
3,033
|
|
|
$
|
6,185
|
|
Interest obligations
(2), (3)
|
|
152
|
|
|
272
|
|
|
260
|
|
|
235
|
|
|
203
|
|
|
394
|
|
|
1,516
|
|
|||||||
Commitments for aircraft and engine purchases and operating leases
(4), (5)
|
|
848
|
|
|
1,262
|
|
|
760
|
|
|
1,312
|
|
|
1,432
|
|
|
1,894
|
|
|
7,508
|
|
|||||||
Regional capacity purchase agreements
(6)
|
|
582
|
|
|
1,033
|
|
|
888
|
|
|
757
|
|
|
580
|
|
|
1,293
|
|
|
5,133
|
|
|||||||
Total AAG Contractual Obligations
|
|
$
|
5,417
|
|
|
$
|
10,826
|
|
|
$
|
11,253
|
|
|
$
|
9,621
|
|
|
$
|
9,988
|
|
|
$
|
37,861
|
|
|
$
|
84,966
|
|
(1)
|
Amounts represent contractual amounts due. For American, excludes
$49 million
and for US Airways Group, excludes
$18 million
of unamortized debt discount as of
June 30, 2014
.
|
(2)
|
For variable-rate debt, future interest obligations are estimated using the current forward rates at
June 30, 2014
.
|
(3)
|
For American, includes
$3.4 billion
of future principal payments and
$918 million
of future interest payments, respectively, and for US Airways Group, includes
$2.9 billion
of future principal payments and
$933 million
of future interest payments, respectively, as of
June 30, 2014
, related to EETCs associated with mortgage financings for the purchase of certain aircraft.
|
(4)
|
See Part I, Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations -
"Liquidity and Capital Resources"
for additional information about the obligations of American and US Airways Group.
|
(5)
|
For American, includes
$280 million
and for US Airways Group, includes
$1.9 billion
of future minimum lease payments related to EETC leverage leased financings of certain aircraft as of
June 30, 2014
.
|
(6)
|
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.
|
(7)
|
Includes minimum pension contributions based on actuarially determined estimates and other postretirement benefit payments based on estimated payments through 2023. See Note
9
to American's condensed consolidated financial statements in Part I, Item 1B.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
•
|
the inability to successfully combine our businesses in a manner that permits us to achieve the synergies and other benefits anticipated to result from the Merger;
|
•
|
the challenge of integrating complex systems, operating procedures, regulatory compliance programs, technology, aircraft fleets, networks, and other assets in a manner that minimizes any adverse impact on customers, suppliers, employees, and other constituencies;
|
•
|
the effects of divestitures and other operational commitments in connection with the settlement of the litigation brought by the DOJ and certain states prior to the closing of the Merger;
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•
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the challenge of forming and maintaining an effective and cohesive management team;
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•
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the diversion of the attention of our management and other key employees;
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•
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the challenge of integrating workforces while maintaining focus on providing consistent, high quality customer service and running an efficient operation;
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•
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the risks relating to integrating various computer, communications and other technology systems, including designing and implementing an integrated customer reservations system, that will be necessary to operate American and US Airways as a single airline and to achieve cost synergies by eliminating redundancies in the businesses;
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•
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the disruption of, or the loss of momentum in, our ongoing business;
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•
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branding or rebranding initiatives may involve substantial costs and may not be favorably received by customers; and
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•
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potential unknown liabilities, liabilities that are significantly larger than we currently anticipate and unforeseen increased expenses or delays associated with the Merger, including costs in excess of the cash transition costs that we currently anticipate.
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•
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limit our ability to obtain additional funding for working capital, to withstand operating risks that are customary in the industry, capital expenditures, acquisitions, investments, integration costs, and general corporate purposes, and adversely affect the terms on which such funding can be obtained;
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•
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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;
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•
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make us more vulnerable to economic downturns and catastrophic external events;
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•
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contain restrictive covenants that could:
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◦
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limit our ability to merge, consolidate, sell assets, incur additional indebtedness, issue preferred stock, make investments and pay dividends; and
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◦
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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; and
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•
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limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business and economic conditions.
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•
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a decrease in revenues results in a disproportionately greater percentage decrease in earnings;
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•
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we may not have sufficient liquidity to fund all of these fixed obligations if our revenues decline or costs increase; and
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•
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we may have to use our working capital to fund these fixed obligations instead of funding general corporate requirements, including capital expenditures.
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•
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because the Merger was completed on December 9, 2013, AAG's 2013 consolidated results of operations include the results of US Airways Group and its subsidiaries for only 23 days of 2013;
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•
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the Merger was accounted for using the acquisition method of accounting with AAG as the acquiring entity, resulting in an adjustment to the carrying values of the assets and liabilities of US Airways Group compared to its historical carrying values;
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•
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during the course of our Chapter 11 Cases and in connection with our emergence from Chapter 11 and the effectiveness of the Plan, we recorded material expenses, charges, costs and other accounting entries related to our restructuring process, many of which generally had not been incurred in the past and are not expected to be incurred in the future; and
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•
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certain prior accounting presentations, including the manner in which we report our regional operations, have been changed and historical results restated to conform to the current presentation.
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•
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changes in law which 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;
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•
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the granting and timing of certain governmental approvals (including antitrust or foreign government approvals) needed for codesharing alliances and other arrangements with other airlines;
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•
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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);
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•
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the adoption of new passenger security standards or regulations that impact customer service standards (for example, a "passenger bill of rights");
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•
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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
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•
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the adoption of more restrictive locally-imposed noise restrictions.
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•
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actual or potential changes in international, national, regional, and local economic, business and financial conditions, including recession, inflation, higher interest rates, wars, terrorist attacks, or political instability;
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•
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changes in consumer preferences, perceptions, spending patterns, or demographic trends;
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•
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changes in the competitive environment due to industry consolidation, changes in airline alliance affiliations, and other factors;
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•
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actual or potential disruptions to the ATC systems, including as a result of "sequestration" or any other interruption in government funding;
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•
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increases in costs of safety, security, and environmental measures;
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•
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outbreaks of diseases that affect travel behavior; and
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•
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weather and natural disasters.
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•
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AAG's operating and financial results failing to meet the expectations of securities analysts or investors;
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•
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changes in financial estimates or recommendations by securities analysts;
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•
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material announcements by us or our competitors;
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•
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movements in fuel prices;
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•
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new regulatory pronouncements and changes in regulatory guidelines;
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•
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general and industry-specific economic conditions;
|
•
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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, RSUs, SARs, or similar rights;
|
•
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increases or decreases in reported holdings by insiders or other significant stockholders;
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•
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fluctuations in trading volume; and
|
•
|
changes in market values of airline companies as well as general market conditions.
|
•
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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;
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•
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a prohibition against stockholders calling special meetings of stockholders;
|
•
|
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
|
•
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super-majority voting requirements to modify or amend specified provisions of our Certificate of Incorporation.
|
ITEM 6.
|
EXHIBITS
|
Date: July 23, 2014 By:
|
/s/ Derek J. Kerr
|
|
Derek J. Kerr
|
|
Executive Vice President and Chief Financial Officer
|
|
(Duly Authorized Officer and Principal Financial Officer)
|
Date: July 23, 2014 By:
|
/s/ Derek J. Kerr
|
|
Derek J. Kerr
|
|
Executive Vice President and Chief Financial Officer
|
|
(Duly Authorized Officer and Principal Financial Officer)
|
Exhibit Number
|
|
Description
|
10.1
|
|
Amendment 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.*
|
10.2
|
|
Amendment 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.*
|
10.3
|
|
Amendment 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.*
|
10.4
|
|
Supplemental Agreement No. 37, dated as of April 25, 2014, to Purchase Agreement No. 1977, between The Boeing Company and American Airlines, Inc. dated as of October 31, 1997, Relating to Boeing Model 737-800 Aircraft, as amended, restated, amended and restated, supplemented or otherwise modified.*
|
10.5
|
|
Supplemental Agreement No. 36, dated as of April 30, 2014, to Purchase Agreement No. 1980, between The Boeing Company and American Airlines, Inc. dated as of October 31, 1997, Relating to Boeing Model 777 Aircraft, as amended, restated, amended and restated, supplemented or otherwise modified.*
|
10.6
|
|
Supplemental 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.*
|
10.7
|
|
Amendment No. 16, dated as of July 1, 2014, to the Amended and Restated Airbus A320 Family Aircraft Purchase Agreement, dated as of October 2, 2007, between Airbus S.A.S. and US Airways, Inc. as amended, restated, amended and restated, supplemented or otherwise modified. *
|
10.8
|
|
2014 Short Term-Incentive Program Under 2013 Incentive Award Plan.
|
12.1
|
|
Computation of ratio of earnings to combined fixed charges and preferred dividends of American Airlines Group Inc. for the three and six months ended June 30, 2014 and 2013.
|
12.2
|
|
Computation of ratio of earnings to fixed charges of American Airlines, Inc. for the three and six months ended June 30, 2014 and 2013.
|
31.1
|
|
Certification of AAG Chief Executive Officer pursuant to Rule 13a-14(a).
|
31.2
|
|
Certification of AAG Chief Financial Officer pursuant to Rule 13a-14(a).
|
31.3
|
|
Certification of American Chief Executive Officer pursuant to Rule 13a-14(a).
|
31.4
|
|
Certification of American Chief Financial Officer pursuant to Rule 13a-14(a).
|
32.1
|
|
Certification pursuant to Rule 13a-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).
|
32.2
|
|
Certification pursuant to Rule 13a-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).
|
101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T.
|
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