American Airlines (AAL) 8-K Regulation FD Disclosure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 26, 2021

AMERICAN AIRLINES GROUP INC.

AMERICAN AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-8400	75-1825172
Delaware	1-2691	13-1502798
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Skyview Drive,	Fort Worth,	Texas	76155
1 Skyview Drive,	Fort Worth,	Texas	76155
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code:

(682) 278-9000

(682) 278-9000

N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	AAL	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 7.01. REGULATION FD DISCLOSURE.

As previously disclosed in its Form 10-Q filed on April 22, 2021 for the quarterly period ended on March 31, 2021 (the 10-Q), beginning in the first quarter of 2021, American Airlines Group Inc. (the Company) is no longer allocating aircraft fuel and related taxes or certain salaries, wages and benefits, other rent and landing fees, selling and other expenses to regional expenses on the Company’s condensed consolidated statements of operations. The Company’s first quarter of 2020 condensed consolidated statement of operations was recast to conform to the first quarter of 2021 presentation. This change in the presentation of our statement of operations had no impact on total operating expenses or net loss. See Note 10 to the Company’s Condensed Consolidated Financial Statements in Part I, Item 1A of the 10-Q.

This filing is to provide each of the 2020 and 2019 quarterly reporting periods recast to conform to the first quarter of 2021 presentation. The tables below set forth the select quarterly 2020 and 2019 operating expenses that have been recast.

The information in this Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

	2020
	3 Months Ended March 31				3 Months Ended June 30				3 Months Ended September 30				3 Months Ended December 31
	As		As		As		As		As		As		As		As
	Reported		Recast		Reported		Recast		Reported		Recast		Reported		Recast
Operating expenses:
Aircraft fuel and related taxes	$	1,395	$	1,784	$	217	$	309	$	453	$	611	$	516	$	698
Salaries, wages and benefits	3,140		3,219		2,538		2,610		2,705		2,763		2,577		2,637
Regional expenses:
Regional fuel	389		—		92		—		158		—		182		—
Regional operating expenses	1,452		1,057		625		408		677		450		992		723
Regional depreciation and amortization	83		83		84		84		79		79		79		79
Maintenance, materials and repairs	629		629		287		287		337		337		330		331
Other rent and landing fees	468		611		315		413		367		472		387		509
Selling expenses	305		385		43		57		70		97		94		126
Other	1,177		1,270		568		601		659		696		565		619

	2019
	3 Months Ended March 31				3 Months Ended June 30				3 Months Ended September 30				3 Months Ended December 31
	As		As		As		As		As		As		As		As
	Reported		Recast		Reported		Recast		Reported		Recast		Reported		Recast
Operating expenses:
Aircraft fuel and related taxes	$	1,726	$	2,149	$	1,995	$	2,482	$	1,989	$	2,474	$	1,816	$	2,291
Salaries, wages and benefits	3,090		3,164		3,200		3,276		3,219		3,284		3,100		3,170
Regional expenses:
Regional fuel	423		—		487		—		485		—		475		—
Regional operating expenses	1,261		849		1,316		903		1,364		953		1,355		944
Regional depreciation and amortization	79		79		83		83		84		84		90		90
Maintenance, materials and repairs	561		562		575		575		610		610		635		635
Other rent and landing fees	503		662		535		688		530		688		487		634
Selling expenses	370		462		401		506		424		526		407		510
Other	1,251		1,337		1,271		1,350		1,336		1,422		1,229		1,320

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN AIRLINES GROUP INC.
Date: April 26, 2021	By:	/s/ Derek J. Kerr
		Derek J. Kerr
		Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN AIRLINES, INC.
Date: April 26, 2021	By:	/s/ Derek J. Kerr
		Derek J. Kerr
		Executive Vice President and Chief Financial Officer