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FORM 10-K
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☒
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ANNUAL 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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American Airlines Group Inc.
(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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Name of Exchange on Which Registered
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Common Stock, $0.01 par value per share
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NASDAQ
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American Airlines, Inc.
(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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American Airlines Group Inc.
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Yes
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☒
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No
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☐
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American Airlines, Inc.
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Yes
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☒
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No
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☐
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American Airlines Group Inc.
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Yes
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☐
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No
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☒
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American Airlines, Inc.
|
Yes
|
☐
|
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No
|
☒
|
American Airlines Group Inc.
|
Yes
|
☒
|
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No
|
☐
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American Airlines, Inc.
|
Yes
|
☒
|
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No
|
☐
|
American Airlines Group Inc.
|
Yes
|
☒
|
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No
|
☐
|
American Airlines, Inc.
|
Yes
|
☒
|
|
No
|
☐
|
American Airlines Group Inc.
|
☒
|
American Airlines, Inc.
|
☒
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American Airlines Group Inc.
|
☒ Large Accelerated Filer
|
☐ Accelerated Filer
|
☐ Non-accelerated Filer
|
☐ Smaller Reporting Company
|
☐ Emerging Growth Company
|
American Airlines, Inc.
|
☐ Large Accelerated Filer
|
☐ Accelerated Filer
|
☒ Non-accelerated Filer
|
☐ Smaller Reporting Company
|
☐ Emerging Growth Company
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American Airlines Group Inc.
|
☐
|
|
American Airlines, Inc.
|
☐
|
|
American Airlines Group Inc.
|
Yes
|
☐
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No
|
☒
|
American Airlines, Inc.
|
Yes
|
☐
|
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No
|
☒
|
American Airlines Group Inc.
|
Yes
|
☒
|
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No
|
☐
|
American Airlines, Inc.
|
Yes
|
☒
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No
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☐
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Page
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Union
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Class or Craft
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Employees
(1)
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Contract
Amendable Date
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Mainline:
(2)
|
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Allied Pilots Association (APA)
|
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Pilots
|
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13,200
|
|
|
2020
|
Association of Professional Flight Attendants (APFA)
|
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Flight Attendants
|
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24,900
|
|
|
2019
|
Airline Customer Service Employee Association –Communications Workers of America and International Brotherhood of Teamsters (CWA-IBT)
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Passenger Service
|
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16,000
|
|
|
2020
|
Transport Workers Union and International Association of Machinists & Aerospace Workers (TWU-IAM Association)
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Mechanics and Related
|
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12,400
|
|
|
2018
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TWU-IAM Association
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Fleet Service
|
|
16,700
|
|
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2018
|
TWU-IAM Association
|
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Stock Clerks
|
|
1,900
|
|
|
2018
|
TWU-IAM Association
|
|
Flight Simulator Engineers
|
|
150
|
|
|
2021
|
TWU-IAM Association
|
|
Maintenance Control Technicians
|
|
200
|
|
|
2018
|
TWU-IAM Association
|
|
Maintenance Training Instructors
|
|
50
|
|
|
2018
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TWU (Transport Workers Union)
|
|
Dispatchers
|
|
450
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|
|
2021
|
TWU
|
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Flight Crew Training Instructors
|
|
300
|
|
|
2021
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Envoy:
(3)
|
|
|
|
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Air Line Pilots Associations (ALPA)
|
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Pilots
|
|
2,200
|
|
|
2024
|
Association of Flight Attendants-CWA (AFA)
|
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Flight Attendants
|
|
1,300
|
|
|
2020
|
TWU
|
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Ground School Instructors
|
|
10
|
|
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2019
|
TWU
|
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Mechanics and Related
|
|
1,300
|
|
|
2020
|
TWU
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Stock Clerks
|
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150
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|
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2020
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TWU
|
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Fleet Service Clerks
|
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3,500
|
|
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2019
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TWU
|
|
Dispatchers
|
|
60
|
|
|
2019
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Communications Workers of America (CWA)
|
|
Passenger Service
|
|
4,300
|
|
|
Initial Contract
in Negotiation
|
Piedmont:
(3)
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ALPA
|
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Pilots
|
|
550
|
|
|
2024
|
AFA
|
|
Flight Attendants
|
|
300
|
|
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2019
|
International Brotherhood of Teamsters (IBT)
|
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Mechanics
|
|
350
|
|
|
2021
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IBT
|
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Stock Clerks
|
|
50
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|
|
2021
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CWA
|
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Fleet and Passenger Service
|
|
3,400
|
|
|
2017
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IBT
|
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Dispatchers
|
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20
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2019
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ALPA
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Flight Crew Training Instructors
|
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40
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2024
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PSA:
(3)
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ALPA
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Pilots
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1,500
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2023
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AFA
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Flight Attendants
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1,000
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2017
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International Association of Machinists & Aerospace Workers (IAM)
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Mechanics
|
|
350
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|
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2016
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TWU
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Dispatchers
|
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50
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2022
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(1)
|
Approximate number of active full-time equivalent employees as of
December 31, 2017
.
|
(2)
|
Our union-represented mainline employees are covered by agreements that are not currently amendable. Joint collective bargaining agreements (JCBAs) have been reached with post-Merger employee groups, except the maintenance, fleet service, stock clerks, maintenance control technicians and maintenance training instructors represented by the TWU-IAM Association who are covered by separate CBAs that become amendable in the third quarter of 2018. Until those agreements become amendable, negotiations for JCBAs will be conducted outside the traditional RLA bargaining process as described above, and, in the meantime, no self-help will be permissible.
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(3)
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Among our wholly-owned regional subsidiaries, the PSA mechanics and flight attendants have agreements that are now amendable and are engaged in traditional RLA negotiations. The Envoy passenger service employees are engaged in traditional RLA negotiations for an initial CBA. The Piedmont fleet and passenger service employees have reached a tentative five-year agreement which is subject to membership ratification.
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Year
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Gallons
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Average Price
per Gallon
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Aircraft Fuel
Expense
|
|
Percent of Total
Operating Expenses
|
2017
|
4,352
|
|
$1.73
|
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$7,510
|
|
19.7%
|
2016
|
4,347
|
|
1.42
|
|
6,180
|
|
17.7%
|
2015
|
4,323
|
|
1.72
|
|
7,456
|
|
21.4%
|
•
|
Retiring older aircraft and replacing them with new, more fuel-efficient aircraft;
|
•
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Reducing fuel consumption through our Fuel Smart Program, which is an employee-led effort to safely reduce fuel consumption;
|
•
|
Working with the FAA and vendors to facilitate efficient airspace procedures, which also reduces aircraft emissions;
|
•
|
Replacing existing cargo containers with lightweight versions;
|
•
|
Replacing older, inefficient ground support equipment with new, more fuel-efficient ground support equipment, including alternative-fuel and electric powered equipment;
|
•
|
Purchasing renewable energy to reduce indirect emissions;
|
•
|
Seeking certification of certain buildings to the U.S. Green Building Council’s Leadership in Energy and Environmental Design (LEED) standard; and
|
•
|
Entering into partnerships with certain companies to further explore potential production pathways for sustainable alternative jet fuel.
|
•
|
may make it more difficult for us to satisfy our obligations under our indebtedness;
|
•
|
may limit our ability to obtain additional funding for working capital, capital expenditures, acquisitions, investments, integration costs, and general corporate purposes, and adversely affect the terms on which such funding can be obtained;
|
•
|
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;
|
•
|
make us more vulnerable to economic downturns, industry conditions and catastrophic external events, particularly relative to competitors with lower relative levels of financial leverage;
|
•
|
contain covenants requiring us to maintain an aggregate of at least $2.0 billion of unrestricted cash and cash equivalents and amounts available to be drawn under revolving credit facilities;
|
•
|
contain restrictive covenants that could:
|
•
|
limit our ability to merge, consolidate, sell assets, incur additional indebtedness, issue preferred stock, make investments and pay dividends;
|
•
|
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;
|
•
|
limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business and economic conditions; and
|
•
|
result in an event of default under our indebtedness.
|
•
|
changes in law that 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;
|
•
|
the granting and timing of certain governmental approvals (including antitrust or foreign government approvals) needed for codesharing alliances, joint businesses and other arrangements with other airlines;
|
•
|
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);
|
•
|
the adoption of new passenger security standards or regulations that impact customer service standards;
|
•
|
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
|
•
|
the adoption of more restrictive locally-imposed noise restrictions.
|
•
|
actual or potential changes in international, national, regional and local economic, business and financial conditions, including recession, inflation, higher interest rates, wars, terrorist attacks and political instability;
|
•
|
changes in consumer preferences, perceptions, spending patterns and demographic trends;
|
•
|
changes in the competitive environment due to industry consolidation, changes in airline alliance affiliations, and other factors;
|
•
|
actual or potential disruptions to the ATC systems;
|
•
|
increases in costs of safety, security, and environmental measures;
|
•
|
outbreaks of diseases that affect travel behavior; and
|
•
|
weather and natural disasters.
|
•
|
AAG’s operating and financial results failing to meet the expectations of securities analysts or investors;
|
•
|
changes in financial estimates or recommendations by securities analysts;
|
•
|
material announcements by us or our competitors;
|
•
|
movements in fuel prices;
|
•
|
expectations regarding our capital deployment program, including any existing or potential future share repurchase programs and any future dividend payments that may be declared by our Board of Directors, or any determination to cease repurchasing stock or paying dividends;
|
•
|
new regulatory pronouncements and changes in regulatory guidelines;
|
•
|
general and industry-specific economic conditions;
|
•
|
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, restricted stock unit awards, stock appreciation rights, or similar rights;
|
•
|
increases or decreases in reported holdings by insiders or other significant stockholders;
|
•
|
fluctuations in trading volume; and
|
•
|
changes in market values of airline companies as well as general market conditions.
|
•
|
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;
|
•
|
a prohibition against stockholders calling special meetings of stockholders (although our Board of Directors has approved, subject to stockholder approval at the annual meeting, amendments to our Certificate of Incorporation and Bylaws that contemplate the ability of holders of at least 20% of our outstanding shares to call a special meeting, subject to the procedures to be provided for in the amended Bylaws);
|
•
|
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
|
•
|
super-majority voting requirements to modify or amend specified provisions of our Certificate of Incorporation.
|
|
Average Seating
Capacity
|
|
Average
Age
(Years)
|
|
Owned
|
|
Leased
|
|
Total
|
|||||
Airbus A319
|
128
|
|
|
13.8
|
|
|
21
|
|
|
104
|
|
|
125
|
|
Airbus A320
|
150
|
|
|
16.7
|
|
|
10
|
|
|
38
|
|
|
48
|
|
Airbus A321
|
178
|
|
|
5.4
|
|
|
165
|
|
|
54
|
|
|
219
|
|
Airbus A330-200
|
251
|
|
|
6.0
|
|
|
15
|
|
|
—
|
|
|
15
|
|
Airbus A330-300
|
291
|
|
|
17.4
|
|
|
4
|
|
|
5
|
|
|
9
|
|
Boeing 737-800
|
160
|
|
|
8.1
|
|
|
132
|
|
|
172
|
|
|
304
|
|
Boeing 737-8 MAX
|
172
|
|
|
0.1
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Boeing 757-200
|
180
|
|
|
18.1
|
|
|
31
|
|
|
3
|
|
|
34
|
|
Boeing 767-300ER
|
209
|
|
|
19.1
|
|
|
24
|
|
|
—
|
|
|
24
|
|
Boeing 777-200ER
|
269
|
|
|
17.0
|
|
|
44
|
|
|
3
|
|
|
47
|
|
Boeing 777-300ER
|
310
|
|
|
3.8
|
|
|
18
|
|
|
2
|
|
|
20
|
|
Boeing 787-8
|
226
|
|
|
2.1
|
|
|
20
|
|
|
—
|
|
|
20
|
|
Boeing 787-9
|
285
|
|
|
0.7
|
|
|
14
|
|
|
—
|
|
|
14
|
|
Embraer 190
|
99
|
|
|
10.2
|
|
|
20
|
|
|
—
|
|
|
20
|
|
McDonnell Douglas MD-80
|
140
|
|
|
21.3
|
|
|
13
|
|
|
32
|
|
|
45
|
|
Total
|
|
|
10.1
|
|
|
535
|
|
|
413
|
|
|
948
|
|
|
Average Seating
Capacity
|
|
Owned
|
|
Leased
|
|
Owned or
Leased by
Regional
Carrier
|
|
Total
|
|
Operating Regional
Carrier
|
|
Number of
Aircraft
Operated
(1)
|
||||||
Bombardier CRJ 200
|
50
|
|
|
12
|
|
|
23
|
|
|
33
|
|
|
68
|
|
|
PSA
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
Air Wisconsin
(2)
|
|
23
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
SkyWest
|
|
10
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
68
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bombardier CRJ 700
|
66
|
|
|
54
|
|
|
7
|
|
|
49
|
|
|
110
|
|
|
SkyWest
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
PSA
|
|
34
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Envoy
|
|
27
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
ExpressJet
|
|
12
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
110
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bombardier CRJ 900
|
77
|
|
|
54
|
|
|
—
|
|
|
64
|
|
|
118
|
|
|
Mesa
|
|
64
|
|
|
|
|
|
|
|
|
|
|
|
|
PSA
|
|
54
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
118
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
De Havilland Dash 8-100
|
37
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
Piedmont
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
De Havilland Dash 8-300
|
48
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|
Piedmont
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Embraer E175
|
76
|
|
|
64
|
|
|
—
|
|
|
84
|
|
|
148
|
|
|
Republic
|
|
84
|
|
|
|
|
|
|
|
|
|
|
|
|
Envoy
|
|
44
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Compass
|
|
20
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
148
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Embraer ERJ 140
|
44
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
Envoy
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Embraer ERJ 145
|
50
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
Envoy
|
|
68
|
|
|
|
|
|
|
|
|
|
|
|
|
Piedmont
|
|
35
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Trans States
|
|
15
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
118
|
|
|||||
Total
|
|
|
326
|
|
|
41
|
|
|
230
|
|
|
597
|
|
|
|
|
597
|
|
|
(1)
|
Excluded from the total operating aircraft count above are
38
owned Embraer ERJ 140s that are being held in temporary storage and two Embraer E170s that were operated by Republic under a short-term contract.
|
(2)
|
Air Wisconsin previously operated regional jet aircraft for us; however, this arrangement ended in February 2018.
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023 and
Thereafter
|
|
Total
|
|||||||
Airbus
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
A320neo Family
|
—
|
|
|
25
|
|
|
25
|
|
|
25
|
|
|
20
|
|
|
5
|
|
|
100
|
|
A350 XWB
|
—
|
|
|
—
|
|
|
2
|
|
|
5
|
|
|
5
|
|
|
10
|
|
|
22
|
|
Boeing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
737 MAX Family
|
16
|
|
|
20
|
|
|
19
|
|
|
21
|
|
|
20
|
|
|
—
|
|
|
96
|
|
787 Family
|
6
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
Embraer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
E175
(1)
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
Total
|
27
|
|
|
52
|
|
|
46
|
|
|
51
|
|
|
45
|
|
|
15
|
|
|
236
|
|
|
(1)
|
These aircraft may be operated by wholly-owned regional subsidiaries which would operate the aircraft under capacity purchase arrangements.
|
ITEM 5.
|
MARKET FOR AMERICAN AIRLINES GROUP’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
|
|
Common Stock Prices
|
|
|
||||||||
Year Ended
December 31
|
|
Period
|
|
High
|
|
Low
|
|
Cash Dividends
Declared (Per share)
|
||||||
2017
|
|
First Quarter
|
|
$
|
50.00
|
|
|
$
|
39.21
|
|
|
$
|
0.10
|
|
|
|
Second Quarter
|
|
51.95
|
|
|
40.82
|
|
|
0.10
|
|
|||
|
|
Third Quarter
|
|
54.48
|
|
|
42.61
|
|
|
0.10
|
|
|||
|
|
Fourth Quarter
|
|
53.74
|
|
|
45.27
|
|
|
0.10
|
|
|||
2016
|
|
First Quarter
|
|
43.78
|
|
|
34.76
|
|
|
0.10
|
|
|||
|
|
Second Quarter
|
|
41.76
|
|
|
24.85
|
|
|
0.10
|
|
|||
|
|
Third Quarter
|
|
39.52
|
|
|
27.12
|
|
|
0.10
|
|
|||
|
|
Fourth Quarter
|
|
50.64
|
|
|
36.33
|
|
|
0.10
|
|
|
12/9/2013
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
||||||||||||
American Airlines Group Inc. (AAL)
|
$
|
100
|
|
|
$
|
103
|
|
|
$
|
219
|
|
|
$
|
175
|
|
|
$
|
194
|
|
|
$
|
219
|
|
NYSE ARCA Airline Index (XAL)
|
100
|
|
|
102
|
|
|
152
|
|
|
127
|
|
|
162
|
|
|
170
|
|
||||||
S&P 500 Index (GSPC)
|
100
|
|
|
102
|
|
|
114
|
|
|
113
|
|
|
124
|
|
|
148
|
|
Period
|
|
Total number of
shares purchased
|
|
Average price
paid per share
|
|
Total number of shares
purchased as part of
publicly announced
plan or program
|
|
Maximum remaining dollar value of shares
that may be purchased under
the plan or program
(in millions)
|
||
October 2017
|
|
2,497,462
|
|
|
$50.37
|
|
2,497,462
|
|
|
$551
|
November 2017
|
|
1,236,546
|
|
|
$47.59
|
|
1,236,546
|
|
|
$492
|
December 2017
|
|
834,577
|
|
|
$50.96
|
|
834,577
|
|
|
$450
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(In millions, except share and per share data)
|
||||||||||||||||||
Consolidated Statements of Operations data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total operating revenues
|
$
|
42,207
|
|
|
$
|
40,180
|
|
|
$
|
40,990
|
|
|
$
|
42,650
|
|
|
$
|
26,743
|
|
Total operating expenses
|
38,149
|
|
|
34,896
|
|
|
34,786
|
|
|
38,401
|
|
|
25,344
|
|
|||||
Operating income
|
4,058
|
|
|
5,284
|
|
|
6,204
|
|
|
4,249
|
|
|
1,399
|
|
|||||
Bankruptcy reorganization items, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,655
|
)
|
|||||
Net income (loss)
|
1,919
|
|
|
2,676
|
|
|
7,610
|
|
|
2,882
|
|
|
(1,834
|
)
|
|||||
Earnings (loss) per common share:
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
3.92
|
|
|
$
|
4.85
|
|
|
$
|
11.39
|
|
|
$
|
4.02
|
|
|
$
|
(6.54
|
)
|
Diluted
|
3.90
|
|
|
4.81
|
|
|
11.07
|
|
|
3.93
|
|
|
(6.54
|
)
|
|||||
Shares used for computation (in thousands):
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
489,164
|
|
|
552,308
|
|
|
668,393
|
|
|
717,456
|
|
|
280,213
|
|
|||||
Diluted
|
491,692
|
|
|
556,099
|
|
|
687,355
|
|
|
734,016
|
|
|
280,213
|
|
|||||
Cash dividends declared per common share
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
$
|
0.20
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Balance Sheet data
(at end of period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
51,396
|
|
|
$
|
51,274
|
|
|
$
|
48,415
|
|
|
$
|
43,225
|
|
|
$
|
41,741
|
|
Long-term debt and capital leases, net of current maturities
|
22,511
|
|
|
22,489
|
|
|
18,330
|
|
|
16,043
|
|
|
15,212
|
|
|||||
Pension and postretirement benefits
(2)
|
7,497
|
|
|
7,842
|
|
|
7,450
|
|
|
7,562
|
|
|
5,828
|
|
|||||
Stockholders’ equity (deficit)
|
3,926
|
|
|
3,785
|
|
|
5,635
|
|
|
2,021
|
|
|
(2,731
|
)
|
|
(1)
|
Former holders of AMR common stock as of December 9, 2013, the effective date of the plan of reorganization, may in the future receive additional distributions of AAG common stock dependent upon the ultimate distribution of shares of AAG common stock to holders of disputed claims. Thus, the shares and related earnings per share calculations prior to December 9, 2013 may change in the future to reflect these distributions.
|
(2)
|
Substantially all defined benefit pension plans were frozen effective November 1, 2012. See Note 9 to AAG’s consolidated financial statements in Part II, Item 8A for further information on pension and postretirement benefits.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In millions)
|
||||||||||
Components of Total Special Items, Net:
(1)
|
|
|
|
|
|
||||||
Merger integration costs
(2)
|
$
|
273
|
|
|
$
|
514
|
|
|
$
|
826
|
|
Fleet restructuring costs
(3)
|
232
|
|
|
177
|
|
|
210
|
|
|||
Employee 2017 Tax Act bonus expense
(4)
|
123
|
|
|
—
|
|
|
—
|
|
|||
Labor contract expenses
(5)
|
46
|
|
|
—
|
|
|
—
|
|
|||
Mark-to-market adjustments for bankruptcy obligations
|
27
|
|
|
25
|
|
|
(53
|
)
|
|||
Other operating charges (credits), net
|
11
|
|
|
(7
|
)
|
|
68
|
|
|||
Mainline operating special items, net
|
712
|
|
|
709
|
|
|
1,051
|
|
|||
Regional operating special items, net
|
22
|
|
|
14
|
|
|
29
|
|
|||
Operating special items, net
|
734
|
|
|
723
|
|
|
1,080
|
|
|||
Debt refinancing and extinguishment charges
|
22
|
|
|
49
|
|
|
24
|
|
|||
Venezuela foreign currency losses
|
—
|
|
|
—
|
|
|
592
|
|
|||
Other nonoperating charges (credits), net
|
—
|
|
|
—
|
|
|
(22
|
)
|
|||
Nonoperating special items, net
|
22
|
|
|
49
|
|
|
594
|
|
|||
Pre-tax special items, net
|
756
|
|
|
772
|
|
|
1,674
|
|
|||
Impact of the 2017 Tax Act on deferred tax assets and liabilities
|
(7
|
)
|
|
—
|
|
|
—
|
|
|||
Release of deferred tax valuation allowance
|
—
|
|
|
—
|
|
|
(3,040
|
)
|
|||
Other tax charges
|
—
|
|
|
—
|
|
|
25
|
|
|||
Income tax special items, net
|
(7
|
)
|
|
—
|
|
|
(3,015
|
)
|
|||
Total special items, net
|
$
|
749
|
|
|
$
|
772
|
|
|
$
|
(1,341
|
)
|
|
|
|
|
|
|
||||||
Reconciliation of Pre-Tax Income Excluding Special Items:
|
|
|
|
|
|
||||||
Pre-tax income – GAAP
|
$
|
3,084
|
|
|
$
|
4,299
|
|
|
$
|
4,616
|
|
Adjusted for: Pre-tax special items, net
|
756
|
|
|
772
|
|
|
1,674
|
|
|||
Pre-tax income excluding special items
|
$
|
3,840
|
|
|
$
|
5,071
|
|
|
$
|
6,290
|
|
|
|
|
|
|
|
||||||
Reconciliation of Net Income Excluding Special Items:
|
|
|
|
|
|
||||||
Net income – GAAP
|
$
|
1,919
|
|
|
$
|
2,676
|
|
|
$
|
7,610
|
|
Adjusted for: Total special items, net
|
749
|
|
|
772
|
|
|
(1,341
|
)
|
|||
Adjusted for: Net tax effect of special items
(6)
|
(269
|
)
|
|
(275
|
)
|
|
—
|
|
|||
Net income excluding special items
|
$
|
2,399
|
|
|
$
|
3,173
|
|
|
$
|
6,269
|
|
|
(1)
|
See Note 2 to AAG’s Consolidated Financial Statements in Part II, Item 8A for further information on special items.
|
(2)
|
Merger integration expenses included costs related to information technology, professional fees, re-branding of aircraft and airport facilities and training. Additionally in 2016, Merger integration expenses also included costs related to alignment of labor union contracts, the launch of re-branded uniforms, relocation and severance, and in 2015, also included share-based compensation related to awards granted in connection with the Merger that fully vested in December 2015.
|
(3)
|
Fleet restructuring expenses, driven in part by the Merger, principally included the acceleration of depreciation, impairments, remaining lease payments and lease return costs for aircraft and related equipment grounded or expected to be grounded earlier than planned.
|
(4)
|
Employee bonus expense included costs related to the $1,000 cash bonus and associated payroll taxes granted to mainline employees as of December 31, 2017 in recognition of H.R. 1, the 2017 Tax Cuts and Jobs Act (the 2017 Tax Act).
|
(5)
|
Labor contract expenses primarily included one-time charges to adjust the vacation accruals for pilots and flight attendants as a result of the mid-contract pay rate adjustments effective in the second quarter of 2017.
|
(6)
|
In 2015, there was no net tax effect associated with special items. During 2015, our net deferred tax asset, which includes our NOLs, was subject to a full valuation allowance. Accordingly, our NOLs offset our taxable income and resulted in the release of a corresponding portion of valuation allowance, which offset the tax provision dollar for dollar.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Reconciliation of Mainline Operating Costs per Available Seat Mile (CASM) Excluding Special Items and Fuel:
|
|
|
|
|
|
||||||
(In millions)
|
|
||||||||||
Total operating expenses – GAAP
|
$
|
38,149
|
|
|
$
|
34,896
|
|
|
$
|
34,786
|
|
Less regional expenses:
|
|
|
|
|
|
||||||
Fuel and related taxes
|
(1,382
|
)
|
|
(1,109
|
)
|
|
(1,230
|
)
|
|||
Other
|
(5,164
|
)
|
|
(4,935
|
)
|
|
(4,753
|
)
|
|||
Total mainline operating expenses
|
31,603
|
|
|
28,852
|
|
|
28,803
|
|
|||
Adjusted for: Special items, net
(1)
|
(712
|
)
|
|
(709
|
)
|
|
(1,051
|
)
|
|||
Adjusted for: Aircraft fuel and related taxes
|
(6,128
|
)
|
|
(5,071
|
)
|
|
(6,226
|
)
|
|||
Mainline operating expenses excluding special items and fuel
|
$
|
24,763
|
|
|
$
|
23,072
|
|
|
$
|
21,526
|
|
(In millions)
|
|
|
|
|
|
||||||
Available Seat Miles (ASM)
|
243,806
|
|
|
241,734
|
|
|
239,375
|
|
|||
(In cents)
|
|
|
|
|
|
||||||
Mainline CASM
|
12.96
|
|
|
11.94
|
|
|
12.03
|
|
|||
Adjusted for: Special items, net per ASM
|
(0.29
|
)
|
|
(0.29
|
)
|
|
(0.44
|
)
|
|||
Adjusted for: Aircraft fuel and related taxes per ASM
|
(2.51
|
)
|
|
(2.10
|
)
|
|
(2.60
|
)
|
|||
Mainline CASM excluding special items and fuel
|
10.16
|
|
|
9.54
|
|
|
8.99
|
|
|
(1)
|
See Note 2 to AAG’s Consolidated Financial Statements in Part II, Item 8A for further information on special items.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Consolidated Statements of Operations data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total operating revenues
|
$
|
42,195
|
|
|
$
|
40,163
|
|
|
$
|
40,938
|
|
|
$
|
42,676
|
|
|
$
|
26,701
|
|
Total operating expenses
|
38,163
|
|
|
34,859
|
|
|
34,749
|
|
|
38,410
|
|
|
25,341
|
|
|||||
Operating income
|
4,032
|
|
|
5,304
|
|
|
6,189
|
|
|
4,266
|
|
|
1,360
|
|
|||||
Bankruptcy reorganization items, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,640
|
)
|
|||||
Net income (loss)
|
1,922
|
|
|
2,781
|
|
|
8,120
|
|
|
2,948
|
|
|
(1,717
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Balance Sheet data
(at end of period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
60,012
|
|
|
$
|
58,092
|
|
|
$
|
50,439
|
|
|
$
|
42,787
|
|
|
$
|
41,699
|
|
Long-term debt and capital leases, net of current maturities
|
21,236
|
|
|
20,718
|
|
|
16,592
|
|
|
14,804
|
|
|
14,718
|
|
|||||
Pension and postretirement benefits
(1)
|
7,452
|
|
|
7,800
|
|
|
7,410
|
|
|
7,522
|
|
|
5,802
|
|
|||||
Stockholder’s equity (deficit)
|
14,594
|
|
|
12,649
|
|
|
9,698
|
|
|
1,406
|
|
|
(4,398
|
)
|
|
(1)
|
Substantially all defined benefit pension plans were frozen effective November 1, 2012. See Note 7 to American’s consolidated financial statements in Part II, Item 8B for further information on pension and postretirement benefits.
|
•
|
Recorded our best on-time departure and arrival performance since 2003, and our best baggage handling performance since the DOT began reporting this information in 1994.
|
•
|
Operated the youngest fleet among the major U.S. network carriers and invested $4.1 billion in new aircraft
.
|
•
|
Introduced new streaming-capable, satellite-based internet access on our Boeing 737 MAX aircraft, which will be rolled out across most of our domestic mainline fleet.
|
•
|
Introduced Basic Economy, a product to compete with ultra low-cost carriers, which is now offered nationwide and to leisure markets in Mexico and most of the Caribbean.
|
•
|
Commenced our roll out of Premium Economy, which offers a wider seat, more legroom, an amenity kit and enhanced meal choices on international flights.
|
•
|
Expanded a number of our lounges by opening Flagship First Dining, a new exclusive experience for customers in First Class on international and A321T transcontinental flights, which we now offer in our Miami, Los Angeles and New York-JFK lounges
.
|
•
|
Kept team member pay competitive through initiatives such as a mid-contract salary increase for pilots and flight attendants and continued step increases from a mid-contract pay increase for mechanics and fleet service workers
.
|
•
|
Invested more than $300 million in facilities and equipment, including renovations to team member spaces, mobile devices for pilots and flight attendants, and the ongoing One Campus One Team initiative at our global support center in Fort Worth, Texas.
|
•
|
Provided customer service instruction to approximately 35,000 team members through “Elevate the Everyday Experience” training and launched training for leaders that emphasizes supporting team members who directly serve customers.
|
•
|
Announced that work on our CFM56-5B engines, which power much of our Airbus narrowbody fleet, will move in-house to our maintenance facility located in Tulsa, Oklahoma beginning later in 2018.
|
•
|
Shared the benefits of the recent Tax Cuts and Jobs Act by issuing $1,000 payments to all non-officer team members at American and its wholly-owned regional carriers. While we do not yet pay federal cash income taxes, we believe the new tax law will reduce our future tax bill and allow more investments in equipment and facilities
.
|
•
|
Returned $1.7 billion to our stockholders
,
including quarterly dividend payments of $198 million and the repurchase of $1.6 billion of common stock, or 33.9 million shares. Since our capital return program commenced in mid-2014, we have returned $11.4 billion to stockholders, including $835 million in quarterly dividend payments and $10.6 billion in share repurchases, or 262.3 million shares. In January 2018, we announced that our Board of Directors declared a $0.10 per share dividend for stockholders of record on February 6, 2018, and payable on February 20, 2018.
|
•
|
Completed several transactions that provided efficient financing. See discussion within “Liquidity” below for more information.
|
•
|
Announced revenue and cost initiatives to improve the customer experience, drive revenue improvements and deliver cost efficiencies.
|
•
|
Acquired 2.7% of the outstanding shares of China Southern Airlines, the largest airline in China
.
|
•
|
Executed a new Trans-Atlantic joint business agreement that extends the term of our prior Trans-Atlantic joint business agreement
.
|
•
|
Announced a commitment for more than $1.6 billion for improvements of LAX Terminals 4 and 5, setting the stage for us to receive additional gate space and strengthen our Pacific gateway.
|
•
|
Built a five-gate expansion at ORD Terminal 3, which is expected to open in April 2018.
|
|
Year Ended
December 31,
|
|
Increase
(Decrease)
|
|
Percent
Increase
(Decrease)
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(In millions, except percentage changes)
|
|||||||||||||
Mainline and regional passenger revenues
|
$
|
36,133
|
|
|
$
|
34,579
|
|
|
$
|
1,554
|
|
|
4.5
|
|
Other operating revenues
|
5,274
|
|
|
4,901
|
|
|
373
|
|
|
7.6
|
|
|||
Total operating revenues
|
42,207
|
|
|
40,180
|
|
|
2,027
|
|
|
5.0
|
|
|||
Mainline and regional aircraft fuel and related taxes
|
7,510
|
|
|
6,180
|
|
|
1,330
|
|
|
21.5
|
|
|||
Salaries, wages and benefits
|
11,816
|
|
|
10,890
|
|
|
926
|
|
|
8.5
|
|
|||
Total operating expenses
|
38,149
|
|
|
34,896
|
|
|
3,253
|
|
|
9.3
|
|
|||
Operating income
|
4,058
|
|
|
5,284
|
|
|
(1,226
|
)
|
|
(23.2
|
)
|
|||
Pre-tax income
|
3,084
|
|
|
4,299
|
|
|
(1,215
|
)
|
|
(28.3
|
)
|
|||
Income tax provision
|
1,165
|
|
|
1,623
|
|
|
(458
|
)
|
|
(28.2
|
)
|
|||
Net income
|
1,919
|
|
|
2,676
|
|
|
(757
|
)
|
|
(28.3
|
)
|
|||
|
|
|
|
|
|
|
|
|||||||
Pre-tax income – GAAP
|
$
|
3,084
|
|
|
$
|
4,299
|
|
|
$
|
(1,215
|
)
|
|
(28.3
|
)
|
Adjusted for: Pre-tax special items
(1)
|
756
|
|
|
772
|
|
|
(16
|
)
|
|
(2.1
|
)
|
|||
Pre-tax income excluding special items
|
$
|
3,840
|
|
|
$
|
5,071
|
|
|
$
|
(1,231
|
)
|
|
(24.3
|
)
|
|
(1)
|
See Part II, Item 6. Selected Consolidated Financial Data –
“Reconciliation of GAAP to Non-GAAP Financial Measures”
and Note 2 to AAG’s Consolidated Financial Statements in Part II, Item 8A for details on the components of special items.
|
•
|
Repriced $4.9 billion of our term loans at lower rates and extended and increased our revolving credit facilities.
|
•
|
Continued to take advantage of historically low interest rates to finance new aircraft deliveries under our fleet renewal program. We issued an aggregate principal amount of
$2.0 billion
in Enhanced Equipment Trust Certificate (EETC) equipment notes at an average fixed interest rate of
3.74%
, as well as
$1.0 billion
in other equipment notes, which primarily bear interest at variable rates based on LIBOR plus a margin, averaging
3.08%
at December 31, 2017.
|
•
|
Raised approximately
$853 million
in net proceeds from aircraft sale-leaseback transactions.
|
|
Year Ended December 31,
|
|
Increase (Decrease) 2017-2016
|
|
Increase (Decrease) 2016-2015
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|
||||||
Mainline
|
|
|
|
|
|
|
|
|
|
|||
Revenue passenger miles (millions)
(a)
|
201,351
|
|
|
199,014
|
|
|
199,467
|
|
|
1.2%
|
|
(0.2)%
|
Available seat miles (millions)
(b)
|
243,806
|
|
|
241,734
|
|
|
239,375
|
|
|
0.9%
|
|
1.0%
|
Passenger load factor (percent)
(c)
|
82.6
|
|
|
82.3
|
|
|
83.3
|
|
|
0.3pts
|
|
(1.0)pts
|
Yield (cents)
(d)
|
14.52
|
|
|
14.02
|
|
|
14.56
|
|
|
3.5%
|
|
(3.7)%
|
Passenger revenue per available seat mile (cents)
(e)
|
11.99
|
|
|
11.55
|
|
|
12.13
|
|
|
3.9%
|
|
(4.8)%
|
Operating cost per available seat mile (cents)
(f)
|
12.96
|
|
|
11.94
|
|
|
12.03
|
|
|
8.6%
|
|
(0.8)%
|
Aircraft at end of period
|
948
|
|
|
930
|
|
|
946
|
|
|
1.9%
|
|
(1.7)%
|
Fuel consumption (gallons in millions)
|
3,579
|
|
|
3,596
|
|
|
3,611
|
|
|
(0.5)%
|
|
(0.4)%
|
Average aircraft fuel price including related taxes (dollars per gallon)
|
1.71
|
|
|
1.41
|
|
|
1.72
|
|
|
21.4%
|
|
(18.2)%
|
Full-time equivalent employees at end of period
|
103,100
|
|
|
101,500
|
|
|
98,900
|
|
|
1.6%
|
|
2.6%
|
|
|
|
|
|
|
|
|
|
|
|||
Total Mainline and Regional
|
|
|
|
|
|
|
|
|
|
|||
Revenue passenger miles (millions)
(a)
|
226,346
|
|
|
223,477
|
|
|
223,010
|
|
|
1.3%
|
|
0.2%
|
Available seat miles (millions)
(b)
|
276,493
|
|
|
273,410
|
|
|
268,736
|
|
|
1.1%
|
|
1.7%
|
Passenger load factor (percent)
(c)
|
81.9
|
|
|
81.7
|
|
|
83.0
|
|
|
0.2pts
|
|
(1.3)pts
|
Yield (cents)
(d)
|
15.96
|
|
|
15.47
|
|
|
15.92
|
|
|
3.2%
|
|
(2.8)%
|
Passenger revenue per available seat mile (cents)
(e)
|
13.07
|
|
|
12.65
|
|
|
13.21
|
|
|
3.3%
|
|
(4.3)%
|
Total revenue per available seat mile (cents)
(g)
|
15.27
|
|
|
14.70
|
|
|
15.25
|
|
|
3.9%
|
|
(3.7)%
|
Aircraft at end of period
|
1,545
|
|
|
1,536
|
|
|
1,533
|
|
|
0.6%
|
|
0.2%
|
Fuel consumption (gallons in millions)
|
4,352
|
|
|
4,347
|
|
|
4,323
|
|
|
0.1%
|
|
0.5%
|
Average aircraft fuel price including related taxes (dollars per gallon)
|
1.73
|
|
|
1.42
|
|
|
1.72
|
|
|
21.4%
|
|
(17.6)%
|
Full-time equivalent employees at end of period
(h)
|
126,600
|
|
|
122,300
|
|
|
118,500
|
|
|
3.5%
|
|
3.2%
|
|
(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)
|
Total revenue per available seat mile (TRASM) – Total revenues divided by total mainline and regional ASMs.
|
(h)
|
Regional full-time equivalent employees only include our wholly-owned regional airline subsidiaries, Envoy, Piedmont and PSA.
|
|
Year Ended December 31,
|
|
Increase
(Decrease)
|
|
Percent
Increase
(Decrease)
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(In millions, except percentage changes)
|
|||||||||||||
Mainline passenger
|
$
|
29,238
|
|
|
$
|
27,909
|
|
|
$
|
1,329
|
|
|
4.8
|
|
Regional passenger
|
6,895
|
|
|
6,670
|
|
|
225
|
|
|
3.4
|
|
|||
Cargo
|
800
|
|
|
700
|
|
|
100
|
|
|
14.3
|
|
|||
Other
|
5,274
|
|
|
4,901
|
|
|
373
|
|
|
7.6
|
|
|||
Total operating revenues
|
$
|
42,207
|
|
|
$
|
40,180
|
|
|
$
|
2,027
|
|
|
5.0
|
|
|
|
|
Increase (Decrease)
vs. Year Ended December 31, 2016 |
||||||||||||
|
Year Ended December 31, 2017
|
|
Passenger
Revenue
|
|
RPMs
|
|
ASMs
|
|
Load
Factor
|
|
Passenger
Yield
|
|
PRASM
|
||
|
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mainline passenger
|
$
|
29,238
|
|
|
4.8%
|
|
1.2%
|
|
0.9%
|
|
0.3pts
|
|
3.5%
|
|
3.9%
|
Regional passenger
|
6,895
|
|
|
3.4%
|
|
2.2%
|
|
3.2%
|
|
(0.7)pts
|
|
1.2%
|
|
0.2%
|
|
Total passenger revenues
|
$
|
36,133
|
|
|
4.5%
|
|
1.3%
|
|
1.1%
|
|
0.2pts
|
|
3.2%
|
|
3.3%
|
|
Year Ended December 31,
|
|
Increase
(Decrease) |
|
Percent
Increase (Decrease) |
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(In millions, except percentage changes)
|
|||||||||||||
Aircraft fuel and related taxes
|
$
|
6,128
|
|
|
$
|
5,071
|
|
|
$
|
1,057
|
|
|
20.8
|
|
Salaries, wages and benefits
|
11,816
|
|
|
10,890
|
|
|
926
|
|
|
8.5
|
|
|||
Maintenance, materials and repairs
|
1,959
|
|
|
1,834
|
|
|
125
|
|
|
6.8
|
|
|||
Other rent and landing fees
|
1,806
|
|
|
1,772
|
|
|
34
|
|
|
1.9
|
|
|||
Aircraft rent
|
1,197
|
|
|
1,203
|
|
|
(6
|
)
|
|
(0.4
|
)
|
|||
Selling expenses
|
1,477
|
|
|
1,323
|
|
|
154
|
|
|
11.6
|
|
|||
Depreciation and amortization
|
1,702
|
|
|
1,525
|
|
|
177
|
|
|
11.6
|
|
|||
Special items, net
|
712
|
|
|
709
|
|
|
3
|
|
|
0.5
|
|
|||
Other
|
4,806
|
|
|
4,525
|
|
|
281
|
|
|
6.2
|
|
|||
Total mainline operating expenses
|
$
|
31,603
|
|
|
$
|
28,852
|
|
|
$
|
2,751
|
|
|
9.5
|
|
|
Year Ended December 31,
|
|
Percent
Increase
(Decrease)
|
|||||
|
2017
|
|
2016
|
|
||||
|
(In cents, except percentage changes)
|
|||||||
Mainline CASM:
|
|
|
|
|
|
|||
Aircraft fuel and related taxes
|
2.51
|
|
|
2.10
|
|
|
19.8
|
|
Salaries, wages and benefits
|
4.85
|
|
|
4.51
|
|
|
7.6
|
|
Maintenance, materials and repairs
|
0.80
|
|
|
0.76
|
|
|
5.9
|
|
Other rent and landing fees
|
0.74
|
|
|
0.73
|
|
|
1.1
|
|
Aircraft rent
|
0.49
|
|
|
0.50
|
|
|
(1.3
|
)
|
Selling expenses
|
0.61
|
|
|
0.55
|
|
|
10.6
|
|
Depreciation and amortization
|
0.70
|
|
|
0.63
|
|
|
10.7
|
|
Special items, net
|
0.29
|
|
|
0.29
|
|
|
(0.3
|
)
|
Other
|
1.97
|
|
|
1.87
|
|
|
5.3
|
|
Total mainline CASM
|
12.96
|
|
|
11.94
|
|
|
8.6
|
|
Special items, net
|
(0.29
|
)
|
|
(0.29
|
)
|
|
(0.3
|
)
|
Aircraft fuel and related taxes
|
(2.51
|
)
|
|
(2.10
|
)
|
|
19.8
|
|
Mainline CASM, excluding special items and fuel
|
10.16
|
|
|
9.54
|
|
|
6.4
|
|
•
|
Aircraft fuel and related taxes per ASM
increase
d
19.8%
primarily due to a
21.4
%
increase
in the average price per gallon of fuel to
$1.71
in
2017
from
$1.41
in
2016
, offset in part by a
0.5
% decrease in gallons of fuel consumed. The decrease in fuel consumption was primarily driven by the operation of more fuel efficient aircraft during 2017 in connection with our fleet renewal program.
|
•
|
Salaries, wages and benefits per ASM
increase
d
7.6%
primarily due to mid-contract pay rate increases for pilots and flight attendants effective in the second quarter of 2017, as well as rate increases for maintenance and fleet service work groups, which became effective in the third quarter of 2016.
|
•
|
Maintenance, materials and repairs per ASM
increase
d
5.9%
as compared to 2016 primarily due to a contract change that accelerated the timing of certain maintenance expenses incurred. Certain flight equipment was transitioned to a new flight hour based contract (referred to as power by the hour) where expense is incurred and recognized based on actual hours flown. Previously, this flight equipment was covered by a time and materials based contract where expense is incurred and recognized as maintenance is performed.
|
•
|
Selling expenses per ASM
increase
d
10.6%
due primarily to higher commissions driven by the overall increase in revenues as well as an increase in flown premium tickets, which are subject to higher commissions.
|
•
|
Depreciation and amortization per ASM
increase
d
10.7%
primarily due to depreciation related to aircraft purchased in connection with our fleet renewal program. In 2017, we took delivery of 57 new mainline aircraft.
|
•
|
Other operating expenses per ASM
increase
d
5.3%
primarily due to expenses associated with improving our product offerings, customer experience and operational reliability, such as food and beverage costs and costs associated with team member training.
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
|
||||||
Merger integration expenses
(1)
|
$
|
273
|
|
|
$
|
514
|
|
Fleet restructuring expenses
(2)
|
232
|
|
|
177
|
|
||
Employee 2017 Tax Act bonus expense
(3)
|
123
|
|
|
—
|
|
||
Labor contract expenses
(4)
|
46
|
|
|
—
|
|
||
Mark-to-market adjustments for bankruptcy obligations
|
27
|
|
|
25
|
|
||
Other operating charges (credits), net
|
11
|
|
|
(7
|
)
|
||
Total mainline operating special items, net
|
712
|
|
|
709
|
|
||
Regional operating special items, net
|
22
|
|
|
14
|
|
||
Total operating special items, net
|
$
|
734
|
|
|
$
|
723
|
|
|
(1)
|
Merger integration expenses included costs related to information technology, professional fees, re-branding of aircraft and airport facilities and training, and in 2016, also included costs related to alignment of labor union contracts and the launch of re-branded uniforms, both of which drove the $241 million year-over-year decrease in these expenses.
|
(2)
|
Fleet restructuring expenses, driven in part by the Merger, principally included the acceleration of depreciation and impairments for aircraft and related equipment grounded or expected to be grounded earlier than planned.
|
(3)
|
Employee bonus expense included costs related to the $1,000 cash bonus and associated payroll taxes granted to mainline employees as of December 31, 2017 in recognition of the 2017 Tax Act.
|
(4)
|
Labor contract expenses primarily included one-time charges to adjust the vacation accruals for pilots and flight attendants as a result of the mid-contract pay rate adjustments effective in the second quarter of 2017.
|
|
Year Ended December 31,
|
|
Increase
(Decrease) |
|
Percent
Increase (Decrease) |
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(In millions, except percentage changes)
|
|||||||||||||
Aircraft fuel and related taxes
|
$
|
1,382
|
|
|
$
|
1,109
|
|
|
$
|
273
|
|
|
24.6
|
|
Other
|
5,164
|
|
|
4,935
|
|
|
229
|
|
|
4.6
|
|
|||
Total regional operating expenses
|
$
|
6,546
|
|
|
$
|
6,044
|
|
|
$
|
502
|
|
|
8.3
|
|
|
Year Ended December 31,
|
|
Increase
(Decrease)
|
|
Percent
Increase
(Decrease)
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(In millions, except percentage changes)
|
|||||||||||||
Interest income
|
$
|
94
|
|
|
$
|
63
|
|
|
$
|
31
|
|
|
47.8
|
|
Interest expense, net
|
(1,053
|
)
|
|
(991
|
)
|
|
(62
|
)
|
|
6.2
|
|
|||
Other, net
|
(15
|
)
|
|
(57
|
)
|
|
42
|
|
|
(73.4
|
)
|
|||
Total nonoperating expense, net
|
$
|
(974
|
)
|
|
$
|
(985
|
)
|
|
$
|
11
|
|
|
(1.0
|
)
|
|
Year Ended December 31,
|
|
Increase
(Decrease)
|
|
Percent
Increase
(Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
||||||||||
|
(In millions, except percentage changes)
|
|||||||||||||
Mainline passenger
|
$
|
27,909
|
|
|
$
|
29,037
|
|
|
$
|
(1,128
|
)
|
|
(3.9
|
)
|
Regional passenger
|
6,670
|
|
|
6,475
|
|
|
195
|
|
|
3.0
|
|
|||
Cargo
|
700
|
|
|
760
|
|
|
(60
|
)
|
|
(7.9
|
)
|
|||
Other
|
4,901
|
|
|
4,718
|
|
|
183
|
|
|
3.9
|
|
|||
Total operating revenues
|
$
|
40,180
|
|
|
$
|
40,990
|
|
|
$
|
(810
|
)
|
|
(2.0
|
)
|
|
|
|
Increase (Decrease)
vs. Year Ended December 31, 2015 |
||||||||||||
|
Year Ended
December 31, 2016 |
|
Passenger
Revenue |
|
RPMs
|
|
ASMs
|
|
Load
Factor |
|
Passenger
Yield |
|
PRASM
|
||
|
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mainline passenger
|
$
|
27,909
|
|
|
(3.9)%
|
|
(0.2)%
|
|
1.0%
|
|
(1.0)pts
|
|
(3.7)%
|
|
(4.8)%
|
Regional passenger
|
6,670
|
|
|
3.0%
|
|
3.9%
|
|
7.9%
|
|
(3.0)pts
|
|
(0.9)%
|
|
(4.5)%
|
|
Total passenger revenues
|
$
|
34,579
|
|
|
(2.6)%
|
|
0.2%
|
|
1.7%
|
|
(1.3)pts
|
|
(2.8)%
|
|
(4.3)%
|
|
Year Ended December 31,
|
|
Increase
(Decrease)
|
|
Percent
Increase
(Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
||||||||||
|
(In millions, except percentage changes)
|
|||||||||||||
Aircraft fuel and related taxes
|
$
|
5,071
|
|
|
$
|
6,226
|
|
|
$
|
(1,155
|
)
|
|
(18.5
|
)
|
Salaries, wages and benefits
|
10,890
|
|
|
9,524
|
|
|
1,366
|
|
|
14.4
|
|
|||
Maintenance, materials and repairs
|
1,834
|
|
|
1,889
|
|
|
(55
|
)
|
|
(2.9
|
)
|
|||
Other rent and landing fees
|
1,772
|
|
|
1,731
|
|
|
41
|
|
|
2.4
|
|
|||
Aircraft rent
|
1,203
|
|
|
1,250
|
|
|
(47
|
)
|
|
(3.8
|
)
|
|||
Selling expenses
|
1,323
|
|
|
1,394
|
|
|
(71
|
)
|
|
(5.0
|
)
|
|||
Depreciation and amortization
|
1,525
|
|
|
1,364
|
|
|
161
|
|
|
11.8
|
|
|||
Special items, net
|
709
|
|
|
1,051
|
|
|
(342
|
)
|
|
(32.6
|
)
|
|||
Other
|
4,525
|
|
|
4,374
|
|
|
151
|
|
|
3.4
|
|
|||
Total mainline operating expenses
|
$
|
28,852
|
|
|
$
|
28,803
|
|
|
$
|
49
|
|
|
0.2
|
|
|
Year Ended December 31,
|
|
Percent
Increase
(Decrease)
|
|||||
|
2016
|
|
2015
|
|
||||
|
(In cents, except percentage changes)
|
|||||||
Mainline CASM:
|
|
|
|
|
|
|||
Aircraft fuel and related taxes
|
2.10
|
|
|
2.60
|
|
|
(19.3
|
)
|
Salaries, wages and benefits
|
4.51
|
|
|
3.98
|
|
|
13.2
|
|
Maintenance, materials and repairs
|
0.76
|
|
|
0.79
|
|
|
(3.9
|
)
|
Other rent and landing fees
|
0.73
|
|
|
0.72
|
|
|
1.4
|
|
Aircraft rent
|
0.50
|
|
|
0.52
|
|
|
(4.7
|
)
|
Selling expenses
|
0.55
|
|
|
0.58
|
|
|
(6.0
|
)
|
Depreciation and amortization
|
0.63
|
|
|
0.57
|
|
|
10.7
|
|
Special items, net
|
0.29
|
|
|
0.44
|
|
|
(33.2
|
)
|
Other
|
1.87
|
|
|
1.83
|
|
|
2.4
|
|
Total mainline CASM
|
11.94
|
|
|
12.03
|
|
|
(0.8
|
)
|
Special items, net
|
(0.29
|
)
|
|
(0.44
|
)
|
|
(33.2
|
)
|
Aircraft fuel and related taxes
|
(2.10
|
)
|
|
(2.60
|
)
|
|
(19.3
|
)
|
Mainline CASM, excluding special items and fuel
|
9.54
|
|
|
8.99
|
|
|
6.1
|
|
•
|
Aircraft fuel and related taxes per ASM decreased 19.3% primarily due to an 18.2% decrease in the average price per gallon of fuel to $1.41 in 2016 from $1.72 in 2015.
|
•
|
Salaries, wages and benefits per ASM increased 13.2% primarily due to increased costs associated with new labor contracts and the addition of an employee profit sharing program.
|
•
|
Selling expenses per ASM decreased 6.0% primarily due to lower credit card and booking fees.
|
•
|
Depreciation and amortization per ASM increased 10.7% primarily due to depreciation related to aircraft purchased in connection with our fleet renewal program. In 2016, we took delivery of 55 new mainline aircraft.
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Merger integration expenses
(1)
|
$
|
514
|
|
|
$
|
826
|
|
Fleet restructuring expenses
(2)
|
177
|
|
|
210
|
|
||
Mark-to-market adjustments for bankruptcy obligations
|
25
|
|
|
(53
|
)
|
||
Other operating charges (credits), net
|
(7
|
)
|
|
68
|
|
||
Total mainline operating special items, net
|
709
|
|
|
1,051
|
|
||
Regional operating special items, net
|
14
|
|
|
29
|
|
||
Total operating special items, net
|
$
|
723
|
|
|
$
|
1,080
|
|
|
(1)
|
Merger integration expenses included costs related to information technology, re-branding of aircraft, airport facilities and uniforms, alignment of labor union contracts, professional fees, severance, relocation and training, and, in 2015, also included share-based compensation related to awards granted in connection with the Merger that fully vested in December 2015.
|
(2)
|
Fleet restructuring expenses, driven in part by the Merger, principally included the acceleration of depreciation, impairments, remaining lease payments and lease return costs for aircraft and related equipment grounded or expected to be grounded earlier than planned.
|
|
Year Ended December 31,
|
|
Increase
(Decrease) |
|
Percent
Increase (Decrease) |
|||||||||
|
2016
|
|
2015
|
|
||||||||||
|
(In millions, except percentage changes)
|
|||||||||||||
Aircraft fuel and related taxes
|
$
|
1,109
|
|
|
$
|
1,230
|
|
|
$
|
(121
|
)
|
|
(9.8
|
)
|
Other
|
4,935
|
|
|
4,753
|
|
|
182
|
|
|
3.8
|
|
|||
Total regional operating expenses
|
$
|
6,044
|
|
|
$
|
5,983
|
|
|
$
|
61
|
|
|
1.0
|
|
|
Year Ended December 31,
|
|
Increase
(Decrease)
|
|
Percent
Increase
(Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
||||||||||
|
(In millions, except percentage changes)
|
|||||||||||||
Interest income
|
$
|
63
|
|
|
$
|
39
|
|
|
24
|
|
|
60.9
|
|
|
Interest expense, net
|
(991
|
)
|
|
(880
|
)
|
|
(111
|
)
|
|
12.6
|
|
|||
Other, net
|
(57
|
)
|
|
(747
|
)
|
|
690
|
|
|
(92.4
|
)
|
|||
Total nonoperating expense, net
|
$
|
(985
|
)
|
|
$
|
(1,588
|
)
|
|
$
|
603
|
|
|
(38.1
|
)
|
|
Year Ended December 31,
|
|
Increase
(Decrease)
|
|
Percent
Increase
(Decrease)
|
||||||||
|
2017
|
|
2016
|
|
|||||||||
|
(In millions, except percentage changes)
|
||||||||||||
Mainline passenger
|
$
|
29,238
|
|
|
$
|
27,909
|
|
|
$
|
1,329
|
|
|
4.8
|
Regional passenger
|
6,895
|
|
|
6,670
|
|
|
225
|
|
|
3.4
|
|||
Cargo
|
800
|
|
|
700
|
|
|
100
|
|
|
14.3
|
|||
Other
|
5,262
|
|
|
4,884
|
|
|
378
|
|
|
7.7
|
|||
Total operating revenues
|
$
|
42,195
|
|
|
$
|
40,163
|
|
|
$
|
2,032
|
|
|
5.1
|
|
Year Ended
December 31,
|
|
Increase
(Decrease)
|
|
Percent
Increase
(Decrease)
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(In millions, except percentage changes)
|
|||||||||||||
Aircraft fuel and related taxes
|
$
|
6,128
|
|
|
$
|
5,071
|
|
|
$
|
1,057
|
|
|
20.8
|
|
Salaries, wages and benefits
|
11,804
|
|
|
10,881
|
|
|
923
|
|
|
8.5
|
|
|||
Maintenance, materials and repairs
|
1,959
|
|
|
1,834
|
|
|
125
|
|
|
6.8
|
|
|||
Other rent and landing fees
|
1,806
|
|
|
1,772
|
|
|
34
|
|
|
1.9
|
|
|||
Aircraft rent
|
1,197
|
|
|
1,203
|
|
|
(6
|
)
|
|
(0.4
|
)
|
|||
Selling expenses
|
1,477
|
|
|
1,323
|
|
|
154
|
|
|
11.6
|
|
|||
Depreciation and amortization
|
1,702
|
|
|
1,525
|
|
|
177
|
|
|
11.6
|
|
|||
Special items, net
|
712
|
|
|
709
|
|
|
3
|
|
|
0.5
|
|
|||
Other
|
4,806
|
|
|
4,532
|
|
|
274
|
|
|
6.1
|
|
|||
Total mainline operating expenses
|
$
|
31,591
|
|
|
$
|
28,850
|
|
|
$
|
2,741
|
|
|
9.5
|
|
•
|
Aircraft fuel and related taxes
increase
d
20.8
% primarily due to a
21.4
%
increase
in the average price per gallon of fuel to
$1.71
in
2017
from
$1.41
in
2016
, offset in part by a
0.5
% decrease in gallons of fuel consumed. The decrease in fuel consumption was primarily driven by the operation of more fuel efficient aircraft during 2017 in connection with American’s fleet renewal program.
|
•
|
Salaries, wages and benefits
increase
d
8.5
% primarily due to mid-contract pay rate increases for pilots and flight attendants effective in the second quarter of 2017, as well as rate increases for maintenance and fleet service work groups, which became effective in the third quarter of 2016.
|
•
|
Maintenance, materials and repairs
increase
d
6.8
% as compared to 2016 primarily due to a contract change that accelerated the timing of certain maintenance expenses incurred. Certain flight equipment was transitioned to a new flight hour based contract (referred to as power by the hour) where expense is incurred and recognized based on actual hours flown. Previously, this flight equipment was covered by a time and materials based contract where expense is incurred and recognized as maintenance is performed.
|
•
|
Selling expenses
increase
d
11.6
% due primarily to higher commissions driven by the overall increase in revenues as well as an increase in flown premium tickets, which are subject to higher commissions.
|
•
|
Depreciation and amortization
increase
d
11.6
% primarily due to depreciation related to aircraft purchased in connection with American’s fleet renewal program. In 2017, American took delivery of 57 new mainline aircraft.
|
•
|
Other operating expenses
increase
d
6.1
% primarily due to expenses associated with improving our product offerings, customer experience and operational reliability, such as food and beverage costs and costs associated with team member training.
|
|
Year Ended December 31,
|
||||||
2017
|
|
2016
|
|||||
|
(In millions)
|
||||||
Merger integration expenses
(1)
|
$
|
273
|
|
|
$
|
514
|
|
Fleet restructuring expenses
(2)
|
232
|
|
|
177
|
|
||
Employee 2017 Tax Act bonus expense
(3)
|
123
|
|
|
—
|
|
||
Labor contract expenses
(4)
|
46
|
|
|
—
|
|
||
Mark-to-market adjustments for bankruptcy obligations
|
27
|
|
|
25
|
|
||
Other operating charges (credits), net
|
11
|
|
|
(7
|
)
|
||
Total mainline operating special items, net
|
712
|
|
|
709
|
|
||
Regional operating special items, net
|
3
|
|
|
13
|
|
||
Total operating special items, net
|
$
|
715
|
|
|
$
|
722
|
|
|
(1)
|
Merger integration expenses included costs related to information technology, professional fees, re-branding of aircraft and airport facilities and training, and in 2016, also included costs related to alignment of labor union contracts and the launch of re-branded uniforms, both of which drove the $241 million year-over-year decrease in these expenses.
|
(2)
|
Fleet restructuring expenses, driven in part by the Merger, principally included the acceleration of depreciation and impairments for aircraft and related equipment grounded or expected to be grounded earlier than planned.
|
(3)
|
Employee bonus expense included costs related to the $1,000 cash bonus and associated payroll taxes granted to mainline employees as of December 31, 2017 in recognition of the 2017 Tax Act.
|
(4)
|
Labor contract expenses primarily included one-time charges to adjust the vacation accruals for pilots and flight attendants as a result of the mid-contract pay rate adjustments effective in the second quarter of 2017.
|
|
Year Ended
December 31, |
|
Increase
(Decrease) |
|
Percent
Increase (Decrease) |
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(In millions, except percentage changes)
|
|||||||||||||
Aircraft fuel and related taxes
|
$
|
1,382
|
|
|
$
|
1,109
|
|
|
$
|
273
|
|
|
24.6
|
|
Other
|
5,190
|
|
|
4,900
|
|
|
290
|
|
|
5.9
|
|
|||
Total regional operating expenses
|
$
|
6,572
|
|
|
$
|
6,009
|
|
|
$
|
563
|
|
|
9.4
|
|
|
Year Ended
December 31,
|
|
Increase
(Decrease)
|
|
Percent
Increase
(Decrease)
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(In millions, except percentage changes)
|
|||||||||||||
Interest income
|
$
|
215
|
|
|
$
|
104
|
|
|
$
|
111
|
|
|
nm
1
|
|
Interest expense, net
|
(988
|
)
|
|
(906
|
)
|
|
(82
|
)
|
|
9.1
|
|
|||
Other, net
|
(15
|
)
|
|
(59
|
)
|
|
44
|
|
|
(74.5
|
)
|
|||
Total nonoperating expense, net
|
$
|
(788
|
)
|
|
$
|
(861
|
)
|
|
$
|
73
|
|
|
(8.4
|
)
|
|
(1)
|
Not meaningful.
|
|
Year Ended
December 31,
|
|
Increase
(Decrease)
|
|
Percent
Increase
(Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
||||||||||
|
(In millions, except percentage changes)
|
|||||||||||||
Mainline passenger
|
$
|
27,909
|
|
|
$
|
29,037
|
|
|
$
|
(1,128
|
)
|
|
(3.9
|
)
|
Regional passenger
|
6,670
|
|
|
6,475
|
|
|
195
|
|
|
3.0
|
|
|||
Cargo
|
700
|
|
|
760
|
|
|
(60
|
)
|
|
(7.9
|
)
|
|||
Other
|
4,884
|
|
|
4,666
|
|
|
218
|
|
|
4.7
|
|
|||
Total operating revenues
|
$
|
40,163
|
|
|
$
|
40,938
|
|
|
$
|
(775
|
)
|
|
(1.9
|
)
|
|
Year Ended
December 31,
|
|
Increase
(Decrease)
|
|
Percent
Increase
(Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
||||||||||
|
(In millions, except percentage changes)
|
|||||||||||||
Aircraft fuel and related taxes
|
$
|
5,071
|
|
|
$
|
6,226
|
|
|
$
|
(1,155
|
)
|
|
(18.5
|
)
|
Salaries, wages and benefits
|
10,881
|
|
|
9,514
|
|
|
1,367
|
|
|
14.4
|
|
|||
Maintenance, materials and repairs
|
1,834
|
|
|
1,889
|
|
|
(55
|
)
|
|
(2.9
|
)
|
|||
Other rent and landing fees
|
1,772
|
|
|
1,731
|
|
|
41
|
|
|
2.4
|
|
|||
Aircraft rent
|
1,203
|
|
|
1,250
|
|
|
(47
|
)
|
|
(3.8
|
)
|
|||
Selling expenses
|
1,323
|
|
|
1,394
|
|
|
(71
|
)
|
|
(5.0
|
)
|
|||
Depreciation and amortization
|
1,525
|
|
|
1,364
|
|
|
161
|
|
|
11.8
|
|
|||
Special items, net
|
709
|
|
|
1,051
|
|
|
(342
|
)
|
|
(32.6
|
)
|
|||
Other
|
4,532
|
|
|
4,378
|
|
|
154
|
|
|
3.5
|
|
|||
Total mainline operating expenses
|
$
|
28,850
|
|
|
$
|
28,797
|
|
|
$
|
53
|
|
|
0.2
|
|
•
|
Aircraft fuel and related taxes
decrease
d
18.5
% primarily due to an
18.2
%
decrease
in the average price per gallon of fuel to
$1.41
in
2016
from
$1.72
in
2015
.
|
•
|
Salaries, wages and benefits
increase
d
14.4
% primarily due to increased costs associated with new labor contracts and the addition of an employee profit sharing program.
|
•
|
Selling expenses
decrease
d
5.0
% primarily due to lower credit card and booking fees.
|
•
|
Depreciation and amortization
increase
d
11.8
% primarily due to depreciation related to aircraft purchased in connection with American’s fleet renewal program. In 2016, American took delivery of 55 new mainline aircraft.
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Merger integration expenses
(1)
|
$
|
514
|
|
|
$
|
826
|
|
Fleet restructuring expenses
(2)
|
177
|
|
|
210
|
|
||
Mark-to-market adjustments for bankruptcy obligations
|
25
|
|
|
(53
|
)
|
||
Other operating charges (credits), net
|
(7
|
)
|
|
68
|
|
||
Total mainline operating special items, net
|
709
|
|
|
1,051
|
|
||
Regional operating special items, net
|
13
|
|
|
18
|
|
||
Total operating special items, net
|
$
|
722
|
|
|
$
|
1,069
|
|
|
(1)
|
Merger integration expenses included costs related to information technology, re-branding of aircraft, airport facilities and uniforms, alignment of labor union contracts, professional fees, severance, relocation and training, and, in 2015, also included share-based compensation related to awards granted in connection with the Merger that fully vested in December 2015.
|
(2)
|
Fleet restructuring expenses, driven in part by the Merger, principally included the acceleration of depreciation, impairments, remaining lease payments and lease return costs for aircraft and related equipment grounded or expected to be grounded earlier than planned.
|
|
Year Ended
December 31, |
|
Increase
(Decrease) |
|
Percent
Increase (Decrease) |
|||||||||
|
2016
|
|
2015
|
|
||||||||||
|
(In millions, except percentage changes)
|
|||||||||||||
Aircraft fuel and related taxes
|
$
|
1,109
|
|
|
$
|
1,230
|
|
|
$
|
(121
|
)
|
|
(9.8
|
)
|
Other
|
4,900
|
|
|
4,722
|
|
|
178
|
|
|
3.8
|
|
|||
Total regional operating expenses
|
$
|
6,009
|
|
|
$
|
5,952
|
|
|
$
|
57
|
|
|
1.0
|
|
|
Year Ended
December 31,
|
|
Increase
(Decrease)
|
|
Percent
Increase
(Decrease)
|
||||||||
|
2016
|
|
2015
|
|
|||||||||
|
(In millions, except percentage changes)
|
||||||||||||
Interest income
|
$
|
104
|
|
|
$
|
49
|
|
|
$
|
55
|
|
|
nm
|
Interest expense, net
|
(906
|
)
|
|
(796
|
)
|
|
(110
|
)
|
|
13.8
|
|||
Other, net
|
(59
|
)
|
|
(774
|
)
|
|
715
|
|
|
(92.4)
|
|||
Total nonoperating expense, net
|
$
|
(861
|
)
|
|
$
|
(1,521
|
)
|
|
$
|
660
|
|
|
(43.4)
|
|
AAG
|
|
American
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cash
|
$
|
295
|
|
|
$
|
322
|
|
|
$
|
287
|
|
|
$
|
310
|
|
Short-term investments
|
4,771
|
|
|
6,037
|
|
|
4,768
|
|
|
6,034
|
|
||||
Undrawn revolving credit facilities
|
2,500
|
|
|
2,425
|
|
|
2,500
|
|
|
2,425
|
|
||||
Total available liquidity
|
$
|
7,566
|
|
|
$
|
8,784
|
|
|
$
|
7,555
|
|
|
$
|
8,769
|
|
Period
|
|
Per share
|
|
For stockholders of record as of
|
|
Payable on
|
|
Total
(millions)
|
||||
First Quarter
|
|
$
|
0.10
|
|
|
February 13, 2017
|
|
February 27, 2017
|
|
$
|
51
|
|
Second Quarter
|
|
0.10
|
|
|
May 16, 2017
|
|
May 30, 2017
|
|
50
|
|
||
Third Quarter
|
|
0.10
|
|
|
August 14, 2017
|
|
August 28, 2017
|
|
49
|
|
||
Fourth Quarter
|
|
0.10
|
|
|
November 13, 2017
|
|
November 27, 2017
|
|
48
|
|
||
Total
|
|
$
|
0.40
|
|
|
|
|
|
|
$
|
198
|
|
|
Current Rating
|
S&P Local Issuer Credit Rating
|
BB-
|
Fitch Issuer Default Credit Rating
|
BB-
|
Moody’s Corporate Family Rating
(1)
|
Ba3
|
|
(1)
|
This rating is for AAG only. The credit agency does not rate this category for American.
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023 and Thereafter
|
|
Total
|
||||||||||||||
American
(a)
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Debt and capital lease obligations
(b) (d)
(See Note 3)
|
$
|
2,098
|
|
|
$
|
2,118
|
|
|
$
|
3,563
|
|
|
$
|
2,854
|
|
|
$
|
1,286
|
|
|
$
|
11,602
|
|
|
$
|
23,521
|
|
Interest obligations
(c)
(d)
|
966
|
|
|
904
|
|
|
788
|
|
|
658
|
|
|
535
|
|
|
1,409
|
|
|
5,260
|
|
|||||||
Aircraft and engine purchase
commitments
(e)
(See Note 9)
|
1,826
|
|
|
2,730
|
|
|
2,730
|
|
|
2,858
|
|
|
2,138
|
|
|
1,482
|
|
|
13,764
|
|
|||||||
Operating lease commitments
(f)
(See Note 9)
|
2,178
|
|
|
1,966
|
|
|
1,776
|
|
|
1,331
|
|
|
1,155
|
|
|
3,253
|
|
|
11,659
|
|
|||||||
Regional capacity purchase agreements
(g)
(See Note 9)
|
1,457
|
|
|
1,311
|
|
|
1,063
|
|
|
866
|
|
|
699
|
|
|
2,073
|
|
|
7,469
|
|
|||||||
Minimum pension obligations
(h)
(See Note 7)
|
464
|
|
|
890
|
|
|
484
|
|
|
495
|
|
|
581
|
|
|
1,476
|
|
|
4,390
|
|
|||||||
Retiree medical and other postretirement benefits (See Note 7)
|
96
|
|
|
92
|
|
|
80
|
|
|
75
|
|
|
70
|
|
|
314
|
|
|
727
|
|
|||||||
Other purchase obligations
(i)
(See Note 9)
|
2,036
|
|
|
1,405
|
|
|
894
|
|
|
956
|
|
|
9
|
|
|
2
|
|
|
5,302
|
|
|||||||
Total American Contractual Obligations
|
$
|
11,121
|
|
|
$
|
11,416
|
|
|
$
|
11,378
|
|
|
$
|
10,093
|
|
|
$
|
6,473
|
|
|
$
|
21,611
|
|
|
$
|
72,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
AAG Parent and Other AAG Subsidiaries
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Debt and capital lease obligations
(b)
(See Note 5)
|
$
|
500
|
|
|
$
|
750
|
|
|
$
|
506
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
20
|
|
|
$
|
1,780
|
|
Interest obligations
(c)
|
82
|
|
|
67
|
|
|
14
|
|
|
2
|
|
|
2
|
|
|
6
|
|
|
173
|
|
|||||||
Minimum pension obligations
(h)
(See Note 9)
|
3
|
|
|
4
|
|
|
3
|
|
|
3
|
|
|
4
|
|
|
15
|
|
|
32
|
|
|||||||
Operating lease commitments
|
17
|
|
|
8
|
|
|
8
|
|
|
8
|
|
|
4
|
|
|
13
|
|
|
58
|
|
|||||||
Total AAG Contractual Obligations
|
$
|
11,723
|
|
|
$
|
12,245
|
|
|
$
|
11,909
|
|
|
$
|
10,108
|
|
|
$
|
6,485
|
|
|
$
|
21,665
|
|
|
$
|
74,135
|
|
|
(a)
|
For additional information, see the Notes to AAG’s and American’s Consolidated Financial Statements in Part II, Items 8A and 8B referenced in the table above.
|
(b)
|
Amounts represent contractual amounts due. Excludes $227 million and $236 million of unamortized debt discount, premium and issuance costs as of
December 31, 2017
for American and AAG, respectively.
|
(c)
|
For variable-rate debt, future interest obligations are estimated using the current forward rates at
December 31, 2017
.
|
(d)
|
Includes
$11.9 billion
of future principal payments and
$2.7 billion
of future interest payments, respectively, as of
December 31, 2017
, related to EETCs associated with mortgage financings for the purchase of certain aircraft.
|
(e)
|
See Part I, Item 2. Properties –
“Aircraft and Engine Purchase Commitments”
for additional information about the firm commitment aircraft delivery schedule.
|
(f)
|
Includes
$572 million
of future minimum lease payments related to EETC leveraged lease financings of certain aircraft as of
December 31, 2017
.
|
(g)
|
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.
|
(h)
|
Includes minimum pension contributions based on actuarially determined estimates and is based on estimated payments through 2027. The total expected pension contribution of $467 million in 2018 assumes a supplemental contribution of $425 million in addition to the $42 million minimum required contribution.
|
(i)
|
Includes purchase commitments for jet fuel, facility construction projects and information technology support.
|
|
2017
|
|
2016
|
||
Pension weighted average discount rate
(1)
|
3.80
|
%
|
|
4.30
|
%
|
Retiree medical and other postretirement benefits weighted average discount rate
(1)
|
3.60
|
%
|
|
4.10
|
%
|
Expected rate of return on plan assets
(2)
|
8.00
|
%
|
|
8.00
|
%
|
Weighted average health care cost trend rate assumed for next year
(3)
:
|
|
|
|
||
Initial
|
4.19
|
%
|
|
4.25
|
%
|
Ultimate (2025)
|
3.76
|
%
|
|
3.77
|
%
|
Pilot Retirement Age
|
62
|
|
|
62
|
|
|
(1)
|
When establishing our discount rate to measure our obligations, we match high quality corporate bonds available in the marketplace whose cash flows approximate our projected benefit disbursements. Lowering the discount rate by 50 basis points as of December 31, 2017 would increase our pension and retiree medical and other postretirement benefits obligations by approximately $1.3 billion and $46 million, respectively, and increase both estimated 2018 pension expense and estimated 2018 retiree medical and other postretirement benefits expense by less than $1 million.
|
(2)
|
The expected rate of return on plan assets is based upon an evaluation of our historical trends and experience, taking into account current and expected market conditions and our target asset allocation of 30% U.S. stocks, 22% developed international stocks, 20% long duration corporate and U.S. government/agency bonds, 20% alternative (private) investments and 8% emerging market stocks. The expected rate of return on plan assets component of our net periodic benefit cost is calculated based on the fair value of plan assets and our target asset allocation. Lowering the expected long-term rate of return on plan assets by 50 basis points as of December 31, 2017 would increase estimated 2018 pension expense and retiree medical and other postretirement benefits expense by approximately $57 million and $1 million, respectively.
|
(3)
|
The assumed health care cost trend rate is based upon an evaluation of our historical trends and experience, taking into account current and expected market conditions. Increasing the assumed health care cost trend rate by 100 basis points would increase estimated 2018 retiree medical and other postretirement benefits expense by $5 million.
|
|
|
|
New Revenue Standard
|
|
New Retirement Standard
|
|
|
||||||||||||
|
As Reported
|
|
Deferred Revenue Method
|
|
Reclassifications
|
|
Reclassifications
|
|
As Recast
|
||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Passenger
|
$
|
36,133
|
|
|
$
|
311
|
|
|
$
|
2,687
|
|
|
$
|
—
|
|
|
$
|
39,131
|
|
Cargo
|
800
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
890
|
|
|||||
Other
|
5,274
|
|
|
—
|
|
|
(2,673
|
)
|
|
—
|
|
|
2,601
|
|
|||||
Total operating revenues
|
42,207
|
|
|
311
|
|
|
104
|
|
|
—
|
|
|
42,622
|
|
|||||
Total operating expenses
|
38,149
|
|
|
—
|
|
|
104
|
|
|
138
|
|
|
38,391
|
|
|||||
Operating income
|
4,058
|
|
|
311
|
|
|
—
|
|
|
(138
|
)
|
|
4,231
|
|
|||||
Total nonoperating expense, net
|
(974
|
)
|
|
—
|
|
|
—
|
|
|
138
|
|
|
(836
|
)
|
|||||
Income before income taxes
|
3,084
|
|
|
311
|
|
|
—
|
|
|
—
|
|
|
3,395
|
|
|||||
Income tax provision
(1)
|
1,165
|
|
|
948
|
|
|
—
|
|
|
—
|
|
|
2,113
|
|
|||||
Net income
|
$
|
1,919
|
|
|
$
|
(637
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,282
|
|
Diluted earnings per common share
|
$
|
3.90
|
|
|
|
|
|
|
|
|
$
|
2.61
|
|
|
(1)
|
The adjustment to the
2017
income tax provision includes an
$830 million
special charge to reduce our deferred tax asset associated with loyalty program liabilities as a result of the 2017 Tax Act enacted in December
2017
that reduced the federal corporate income tax rate from
35%
to
21%
.
|
|
As Reported
|
|
New Revenue Standard
|
|
As Recast
|
||||||
Deferred tax asset
|
$
|
427
|
|
|
$
|
1,389
|
|
|
$
|
1,816
|
|
Air traffic liability
|
3,978
|
|
|
64
|
|
|
4,042
|
|
|||
Current loyalty program liability
|
2,791
|
|
|
384
|
|
|
3,175
|
|
|||
Noncurrent loyalty program liability
|
—
|
|
|
5,647
|
|
|
5,647
|
|
|||
Total stockholders’ equity (deficit)
|
3,926
|
|
|
(4,706
|
)
|
|
(780
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating revenues:
|
|
||||||||||
Mainline passenger
|
$
|
29,238
|
|
|
$
|
27,909
|
|
|
$
|
29,037
|
|
Regional passenger
|
6,895
|
|
|
6,670
|
|
|
6,475
|
|
|||
Cargo
|
800
|
|
|
700
|
|
|
760
|
|
|||
Other
|
5,274
|
|
|
4,901
|
|
|
4,718
|
|
|||
Total operating revenues
|
42,207
|
|
|
40,180
|
|
|
40,990
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Aircraft fuel and related taxes
|
6,128
|
|
|
5,071
|
|
|
6,226
|
|
|||
Salaries, wages and benefits
|
11,816
|
|
|
10,890
|
|
|
9,524
|
|
|||
Regional expenses
|
6,546
|
|
|
6,044
|
|
|
5,983
|
|
|||
Maintenance, materials and repairs
|
1,959
|
|
|
1,834
|
|
|
1,889
|
|
|||
Other rent and landing fees
|
1,806
|
|
|
1,772
|
|
|
1,731
|
|
|||
Aircraft rent
|
1,197
|
|
|
1,203
|
|
|
1,250
|
|
|||
Selling expenses
|
1,477
|
|
|
1,323
|
|
|
1,394
|
|
|||
Depreciation and amortization
|
1,702
|
|
|
1,525
|
|
|
1,364
|
|
|||
Special items, net
|
712
|
|
|
709
|
|
|
1,051
|
|
|||
Other
|
4,806
|
|
|
4,525
|
|
|
4,374
|
|
|||
Total operating expenses
|
38,149
|
|
|
34,896
|
|
|
34,786
|
|
|||
Operating income
|
4,058
|
|
|
5,284
|
|
|
6,204
|
|
|||
Nonoperating income (expense):
|
|
|
|
|
|
||||||
Interest income
|
94
|
|
|
63
|
|
|
39
|
|
|||
Interest expense, net
|
(1,053
|
)
|
|
(991
|
)
|
|
(880
|
)
|
|||
Other, net
|
(15
|
)
|
|
(57
|
)
|
|
(747
|
)
|
|||
Total nonoperating expense, net
|
(974
|
)
|
|
(985
|
)
|
|
(1,588
|
)
|
|||
Income before income taxes
|
3,084
|
|
|
4,299
|
|
|
4,616
|
|
|||
Income tax provision (benefit)
|
1,165
|
|
|
1,623
|
|
|
(2,994
|
)
|
|||
Net income
|
$
|
1,919
|
|
|
$
|
2,676
|
|
|
$
|
7,610
|
|
|
|
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.92
|
|
|
$
|
4.85
|
|
|
$
|
11.39
|
|
Diluted
|
$
|
3.90
|
|
|
$
|
4.81
|
|
|
$
|
11.07
|
|
Weighted average shares outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic
|
489,164
|
|
|
552,308
|
|
|
668,393
|
|
|||
Diluted
|
491,692
|
|
|
556,099
|
|
|
687,355
|
|
|||
Cash dividends declared per common share
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
1,919
|
|
|
$
|
2,676
|
|
|
$
|
7,610
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Pension, retiree medical and other postretirement benefits:
|
|
|
|
|
|
||||||
Amortization of actuarial loss and prior service cost
|
(55
|
)
|
|
(65
|
)
|
|
(108
|
)
|
|||
Current year change
|
(15
|
)
|
|
(293
|
)
|
|
(51
|
)
|
|||
Investments and derivative financial instruments
|
(1
|
)
|
|
7
|
|
|
(14
|
)
|
|||
Total other comprehensive loss, net of tax
|
(71
|
)
|
|
(351
|
)
|
|
(173
|
)
|
|||
Total comprehensive income
|
$
|
1,848
|
|
|
$
|
2,325
|
|
|
$
|
7,437
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
ASSETS
|
|
||||||
Current assets
|
|
|
|
||||
Cash
|
$
|
295
|
|
|
$
|
322
|
|
Short-term investments
|
4,771
|
|
|
6,037
|
|
||
Restricted cash and short-term investments
|
318
|
|
|
638
|
|
||
Accounts receivable, net
|
1,752
|
|
|
1,594
|
|
||
Aircraft fuel, spare parts and supplies, net
|
1,359
|
|
|
1,094
|
|
||
Prepaid expenses and other
|
651
|
|
|
639
|
|
||
Total current assets
|
9,146
|
|
|
10,324
|
|
||
Operating property and equipment
|
|
|
|
||||
Flight equipment
|
40,318
|
|
|
37,028
|
|
||
Ground property and equipment
|
8,267
|
|
|
7,116
|
|
||
Equipment purchase deposits
|
1,217
|
|
|
1,209
|
|
||
Total property and equipment, at cost
|
49,802
|
|
|
45,353
|
|
||
Less accumulated depreciation and amortization
|
(15,646
|
)
|
|
(14,194
|
)
|
||
Total property and equipment, net
|
34,156
|
|
|
31,159
|
|
||
Other assets
|
|
|
|
||||
Goodwill
|
4,091
|
|
|
4,091
|
|
||
Intangibles, net of accumulated amortization of $622 and $578, respectively
|
2,203
|
|
|
2,173
|
|
||
Deferred tax asset
|
427
|
|
|
1,498
|
|
||
Other assets
|
1,373
|
|
|
2,029
|
|
||
Total other assets
|
8,094
|
|
|
9,791
|
|
||
Total assets
|
$
|
51,396
|
|
|
$
|
51,274
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current maturities of long-term debt and capital leases
|
$
|
2,554
|
|
|
$
|
1,855
|
|
Accounts payable
|
1,688
|
|
|
1,592
|
|
||
Accrued salaries and wages
|
1,672
|
|
|
1,516
|
|
||
Air traffic liability
|
3,978
|
|
|
3,912
|
|
||
Loyalty program liability
|
2,791
|
|
|
2,789
|
|
||
Other accrued liabilities
|
2,281
|
|
|
2,208
|
|
||
Total current liabilities
|
14,964
|
|
|
13,872
|
|
||
Noncurrent liabilities
|
|
|
|
||||
Long-term debt and capital leases, net of current maturities
|
22,511
|
|
|
22,489
|
|
||
Pension and postretirement benefits
|
7,497
|
|
|
7,842
|
|
||
Other liabilities
|
2,498
|
|
|
3,286
|
|
||
Total noncurrent liabilities
|
32,506
|
|
|
33,617
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
||||
Common stock, $0.01 par value; 1,750,000,000 shares authorized, 475,507,887 shares issued and outstanding at December 31, 2017; 507,294,153 shares issued and outstanding at December 31, 2016
|
5
|
|
|
5
|
|
||
Additional paid-in capital
|
5,714
|
|
|
7,223
|
|
||
Accumulated other comprehensive loss
|
(5,154
|
)
|
|
(5,083
|
)
|
||
Retained earnings
|
3,361
|
|
|
1,640
|
|
||
Total stockholders’ equity
|
3,926
|
|
|
3,785
|
|
||
Total liabilities and stockholders’ equity
|
$
|
51,396
|
|
|
$
|
51,274
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,919
|
|
|
$
|
2,676
|
|
|
$
|
7,610
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
2,017
|
|
|
1,818
|
|
|
1,609
|
|
|||
Deferred income tax provision (benefit)
|
1,141
|
|
|
1,611
|
|
|
(3,014
|
)
|
|||
Debt discount and lease amortization
|
(114
|
)
|
|
(119
|
)
|
|
(122
|
)
|
|||
Special items, non-cash
|
272
|
|
|
270
|
|
|
273
|
|
|||
Pension and postretirement
|
(132
|
)
|
|
(68
|
)
|
|
(193
|
)
|
|||
Share-based compensation
|
90
|
|
|
100
|
|
|
284
|
|
|||
Other, net
|
(39
|
)
|
|
(18
|
)
|
|
(12
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable
|
(190
|
)
|
|
(160
|
)
|
|
352
|
|
|||
Increase in other assets
|
(433
|
)
|
|
(184
|
)
|
|
(27
|
)
|
|||
Increase in accounts payable and accrued liabilities
|
299
|
|
|
307
|
|
|
173
|
|
|||
Increase (decrease) in air traffic liability
|
66
|
|
|
164
|
|
|
(505
|
)
|
|||
Increase (decrease) in loyalty program liability
|
2
|
|
|
264
|
|
|
(295
|
)
|
|||
Contributions to pension plans
|
(286
|
)
|
|
(32
|
)
|
|
(6
|
)
|
|||
Increase (decrease) in other liabilities
|
132
|
|
|
(105
|
)
|
|
122
|
|
|||
Net cash provided by operating activities
|
4,744
|
|
|
6,524
|
|
|
6,249
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures and aircraft purchase deposits
|
(5,971
|
)
|
|
(5,731
|
)
|
|
(6,151
|
)
|
|||
Proceeds from sale of property and equipment and sale-leaseback transactions
|
947
|
|
|
125
|
|
|
35
|
|
|||
Purchases of short-term investments
|
(4,633
|
)
|
|
(6,241
|
)
|
|
(8,126
|
)
|
|||
Sales of short-term investments
|
5,915
|
|
|
6,092
|
|
|
8,517
|
|
|||
Decrease in restricted cash and short-term investments
|
319
|
|
|
57
|
|
|
79
|
|
|||
Purchase of equity investment
|
(203
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of an investment
|
—
|
|
|
—
|
|
|
52
|
|
|||
Net cash used in investing activities
|
(3,626
|
)
|
|
(5,698
|
)
|
|
(5,594
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
3,058
|
|
|
7,701
|
|
|
5,009
|
|
|||
Payments on long-term debt and capital leases
|
(2,332
|
)
|
|
(3,827
|
)
|
|
(2,153
|
)
|
|||
Deferred financing costs
|
(85
|
)
|
|
(77
|
)
|
|
(87
|
)
|
|||
Treasury stock repurchases
|
(1,615
|
)
|
|
(4,500
|
)
|
|
(3,846
|
)
|
|||
Dividend payments
|
(198
|
)
|
|
(224
|
)
|
|
(278
|
)
|
|||
Other financing activities
|
27
|
|
|
33
|
|
|
96
|
|
|||
Net cash used in financing activities
|
(1,145
|
)
|
|
(894
|
)
|
|
(1,259
|
)
|
|||
Net decrease in cash
|
(27
|
)
|
|
(68
|
)
|
|
(604
|
)
|
|||
Cash at beginning of year
|
322
|
|
|
390
|
|
|
994
|
|
|||
Cash at end of year
|
$
|
295
|
|
|
$
|
322
|
|
|
$
|
390
|
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
(Deficit)
|
|
Total
|
||||||||||
Balance at December 31, 2014
|
$
|
7
|
|
|
$
|
15,135
|
|
|
$
|
(4,559
|
)
|
|
$
|
(8,562
|
)
|
|
$
|
2,021
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
7,610
|
|
|
7,610
|
|
|||||
Changes in pension, retiree medical and other postretirement benefits liability
|
—
|
|
|
—
|
|
|
(159
|
)
|
|
—
|
|
|
(159
|
)
|
|||||
Net changes in fair value of derivative financial instruments
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Cash tax withholding on shares issued
|
—
|
|
|
(306
|
)
|
|
—
|
|
|
—
|
|
|
(306
|
)
|
|||||
Purchase and retirement of 85,141,691 shares of AAG common stock
|
(1
|
)
|
|
(3,585
|
)
|
|
—
|
|
|
—
|
|
|
(3,586
|
)
|
|||||
Dividends declared on common stock ($0.40 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(278
|
)
|
|
(278
|
)
|
|||||
Issuance of 12,289,537 shares of common stock pursuant to employee stock plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Settlement of single-dip unsecured claims held in distributed claims reserve
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|||||
Share-based compensation expense
|
—
|
|
|
284
|
|
|
—
|
|
|
—
|
|
|
284
|
|
|||||
Change in unrealized loss on investments
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Balance at December 31, 2015
|
6
|
|
|
11,591
|
|
|
(4,732
|
)
|
|
(1,230
|
)
|
|
5,635
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,676
|
|
|
2,676
|
|
|||||
Changes in pension, retiree medical and other postretirement benefits liability
|
—
|
|
|
—
|
|
|
(564
|
)
|
|
—
|
|
|
(564
|
)
|
|||||
Non-cash tax benefit
|
—
|
|
|
—
|
|
|
203
|
|
|
—
|
|
|
203
|
|
|||||
Cash tax withholding on shares issued
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|||||
Purchase and retirement of 119,823,621 shares of AAG common stock
|
(1
|
)
|
|
(4,415
|
)
|
|
—
|
|
|
—
|
|
|
(4,416
|
)
|
|||||
Dividends declared on common stock ($0.40 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(224
|
)
|
|
(224
|
)
|
|||||
Issuance of 2,506,067 shares of common stock pursuant to employee stock plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Settlement of single-dip unsecured claims held in distributed claims reserve
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Share-based compensation expense
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|||||
Impact of adoption of Accounting Standards Update (ASU) 2016-09 related to share-based compensation (See Note 14)
|
—
|
|
|
—
|
|
|
—
|
|
|
418
|
|
|
418
|
|
|||||
Change in unrealized loss on investments
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Balance at December 31, 2016
|
5
|
|
|
7,223
|
|
|
(5,083
|
)
|
|
1,640
|
|
|
3,785
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,919
|
|
|
1,919
|
|
|||||
Changes in pension, retiree medical and other postretirement benefits liability
|
—
|
|
|
—
|
|
|
(117
|
)
|
|
—
|
|
|
(117
|
)
|
|||||
Non-cash tax benefit
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
47
|
|
|||||
Cash tax withholding on shares issued
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|||||
Purchase and retirement of 33,953,127 shares of AAG common stock
|
—
|
|
|
(1,563
|
)
|
|
—
|
|
|
—
|
|
|
(1,563
|
)
|
|||||
Dividends declared on common stock ($0.40 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(198
|
)
|
|
(198
|
)
|
|||||
Issuance of 2,166,861 shares of common stock pursuant to employee stock plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Settlement of single-dip unsecured claims held in distributed claims reserve
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||
Share-based compensation expense
|
—
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|||||
Change in unrealized loss on investments
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Balance at December 31, 2017
|
$
|
5
|
|
|
$
|
5,714
|
|
|
$
|
(5,154
|
)
|
|
$
|
3,361
|
|
|
$
|
3,926
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Domestic airport slots
|
$
|
365
|
|
|
$
|
365
|
|
Customer relationships
|
300
|
|
|
300
|
|
||
Marketing agreements
|
105
|
|
|
105
|
|
||
Tradenames
|
35
|
|
|
35
|
|
||
Airport gate leasehold rights
|
137
|
|
|
137
|
|
||
Accumulated amortization
|
(622
|
)
|
|
(578
|
)
|
||
Total
|
$
|
320
|
|
|
$
|
364
|
|
2018
|
$
|
41
|
|
2019
|
41
|
|
|
2020
|
41
|
|
|
2021
|
41
|
|
|
2022
|
41
|
|
|
2023 and thereafter
|
115
|
|
|
Total
|
$
|
320
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Aircraft fuel and related taxes
|
$
|
1,382
|
|
|
$
|
1,109
|
|
|
$
|
1,230
|
|
Salaries, wages and benefits
|
1,452
|
|
|
1,333
|
|
|
1,187
|
|
|||
Capacity purchases from third-party regional carriers
(1)
|
1,581
|
|
|
1,538
|
|
|
1,651
|
|
|||
Maintenance, materials and repairs
|
281
|
|
|
345
|
|
|
323
|
|
|||
Other rent and landing fees
|
625
|
|
|
564
|
|
|
504
|
|
|||
Aircraft rent
|
35
|
|
|
36
|
|
|
34
|
|
|||
Selling expenses
|
361
|
|
|
347
|
|
|
333
|
|
|||
Depreciation and amortization
|
315
|
|
|
301
|
|
|
252
|
|
|||
Special items, net
|
22
|
|
|
14
|
|
|
29
|
|
|||
Other
|
492
|
|
|
457
|
|
|
440
|
|
|||
Total regional expenses
|
$
|
6,546
|
|
|
$
|
6,044
|
|
|
$
|
5,983
|
|
|
(1)
|
For the years ended
December 31, 2017
,
2016
and
2015
, the component of capacity purchase expenses representing the lease of aircraft for accounting purposes was approximately
$437 million
,
$405 million
and
$492 million
, respectively.
|
|
|
|
New Revenue Standard
|
|
New Retirement Standard
|
|
|
||||||||||||
|
As Reported
|
|
Deferred Revenue Method
|
|
Reclassifications
|
|
Reclassifications
|
|
As Recast
|
||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Passenger
|
$
|
36,133
|
|
|
$
|
311
|
|
|
$
|
2,687
|
|
|
$
|
—
|
|
|
$
|
39,131
|
|
Cargo
|
800
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
890
|
|
|||||
Other
|
5,274
|
|
|
—
|
|
|
(2,673
|
)
|
|
—
|
|
|
2,601
|
|
|||||
Total operating revenues
|
42,207
|
|
|
311
|
|
|
104
|
|
|
—
|
|
|
42,622
|
|
|||||
Total operating expenses
|
38,149
|
|
|
—
|
|
|
104
|
|
|
138
|
|
|
38,391
|
|
|||||
Operating income
|
4,058
|
|
|
311
|
|
|
—
|
|
|
(138
|
)
|
|
4,231
|
|
|||||
Total nonoperating expense, net
|
(974
|
)
|
|
—
|
|
|
—
|
|
|
138
|
|
|
(836
|
)
|
|||||
Income before income taxes
|
3,084
|
|
|
311
|
|
|
—
|
|
|
—
|
|
|
3,395
|
|
|||||
Income tax provision
(1)
|
1,165
|
|
|
948
|
|
|
—
|
|
|
—
|
|
|
2,113
|
|
|||||
Net income
|
$
|
1,919
|
|
|
$
|
(637
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,282
|
|
Diluted earnings per common share
|
$
|
3.90
|
|
|
|
|
|
|
|
|
$
|
2.61
|
|
|
(1)
|
The adjustment to the
2017
income tax provision includes an
$830 million
special charge to reduce our deferred tax asset associated with loyalty program liabilities as a result of H.R. 1, the 2017 Tax Cuts and Jobs Act (the 2017 Tax Act), enacted in December
2017
that reduced the federal corporate income tax rate from
35%
to
21%
.
|
|
As Reported
|
|
New Revenue Standard
|
|
As Recast
|
||||||
Deferred tax asset
|
$
|
427
|
|
|
$
|
1,389
|
|
|
$
|
1,816
|
|
Air traffic liability
|
3,978
|
|
|
64
|
|
|
4,042
|
|
|||
Current loyalty program liability
|
2,791
|
|
|
384
|
|
|
3,175
|
|
|||
Noncurrent loyalty program liability
|
—
|
|
|
5,647
|
|
|
5,647
|
|
|||
Total stockholders’ equity (deficit)
|
3,926
|
|
|
(4,706
|
)
|
|
(780
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Merger integration expenses
(1)
|
$
|
273
|
|
|
$
|
514
|
|
|
$
|
826
|
|
Fleet restructuring expenses
(2)
|
232
|
|
|
177
|
|
|
210
|
|
|||
Employee 2017 Tax Act bonus expense
(3)
|
123
|
|
|
—
|
|
|
—
|
|
|||
Labor contract expenses
(4)
|
46
|
|
|
—
|
|
|
—
|
|
|||
Mark-to-market adjustments for bankruptcy obligations
|
27
|
|
|
25
|
|
|
(53
|
)
|
|||
Other operating charges (credits), net
|
11
|
|
|
(7
|
)
|
|
68
|
|
|||
Mainline operating special items, net
|
712
|
|
|
709
|
|
|
1,051
|
|
|||
Regional operating special items, net
|
22
|
|
|
14
|
|
|
29
|
|
|||
Operating special items, net
|
734
|
|
|
723
|
|
|
1,080
|
|
|||
|
|
|
|
|
|
||||||
Debt refinancing and extinguishment charges
|
22
|
|
|
49
|
|
|
24
|
|
|||
Venezuela foreign currency losses
|
—
|
|
|
—
|
|
|
592
|
|
|||
Other nonoperating charges (credits), net
|
—
|
|
|
—
|
|
|
(22
|
)
|
|||
Nonoperating special items, net
|
22
|
|
|
49
|
|
|
594
|
|
|||
|
|
|
|
|
|
||||||
Impact of the 2017 Tax Act on deferred tax assets and liabilities
|
(7
|
)
|
|
—
|
|
|
—
|
|
|||
Release of deferred tax valuation allowance
|
—
|
|
|
—
|
|
|
(3,040
|
)
|
|||
Other tax charges
|
—
|
|
|
—
|
|
|
25
|
|
|||
Income tax special items, net
|
(7
|
)
|
|
—
|
|
|
(3,015
|
)
|
|
(1)
|
Merger integration expenses included costs related to information technology, professional fees, re-branding of aircraft and airport facilities and training, and in 2016, also included costs related to alignment of labor union contracts, the launch of re-branded uniforms, relocation and severance, and in 2015, also included share-based compensation related to awards granted in connection with the Merger that fully vested in December 2015.
|
(2)
|
Fleet restructuring expenses, driven in part by the Merger, principally included the acceleration of depreciation, impairments, remaining lease payments and lease return costs for aircraft and related equipment grounded or expected to be grounded earlier than planned.
|
(3)
|
Employee bonus expense included costs related to the
$1,000
cash bonus and associated payroll taxes granted to mainline employees as of December 31, 2017 in recognition of the 2017 Tax Act.
|
(4)
|
Labor contract expenses primarily included one-time charges to adjust the vacation accruals for pilots and flight attendants as a result of the mid-contract pay rate adjustments effective in the second quarter of 2017.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Basic EPS:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,919
|
|
|
$
|
2,676
|
|
|
$
|
7,610
|
|
Weighted average common shares outstanding (in thousands)
|
489,164
|
|
|
552,308
|
|
|
668,393
|
|
|||
Basic EPS
|
$
|
3.92
|
|
|
$
|
4.85
|
|
|
$
|
11.39
|
|
|
|
|
|
|
|
||||||
Diluted EPS:
|
|
|
|
|
|
||||||
Net income for purposes of computing diluted EPS
|
$
|
1,919
|
|
|
$
|
2,676
|
|
|
$
|
7,610
|
|
Share computation for diluted EPS (in thousands):
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
489,164
|
|
|
552,308
|
|
|
668,393
|
|
|||
Dilutive effect of stock awards
|
2,528
|
|
|
3,791
|
|
|
18,962
|
|
|||
Diluted weighted average common shares outstanding
|
491,692
|
|
|
556,099
|
|
|
687,355
|
|
|||
Diluted EPS
|
$
|
3.90
|
|
|
$
|
4.81
|
|
|
$
|
11.07
|
|
|
|
|
|
|
|
||||||
Restricted stock unit awards excluded from the calculation of diluted EPS because inclusion would be antidilutive (in thousands)
|
328
|
|
|
1,429
|
|
|
764
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Secured
|
|
|
|
||||
2013 Credit Facilities, variable interest rate of 3.55%, installments through 2020
(a)
|
$
|
1,825
|
|
|
$
|
1,843
|
|
2014 Credit Facilities, variable interest rate of 3.43%, installments through 2021
(a)
|
728
|
|
|
735
|
|
||
April 2016 Credit Facilities, variable interest rate of 3.57%, installments through 2023
(a)
|
990
|
|
|
1,000
|
|
||
December 2016 Credit Facilities, variable interest rate of 3.48%, installments through 2023
(a)
|
1,238
|
|
|
1,250
|
|
||
Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 3.00% to 9.75%, averaging 4.30%, maturing from 2018 to 2029
(b)
|
11,881
|
|
|
10,912
|
|
||
Equipment loans and other notes payable, fixed and variable interest rates ranging from 2.34% to 8.48%, averaging 3.29%, maturing from 2018 to 2029
(c)
|
5,259
|
|
|
5,343
|
|
||
Special facility revenue bonds, fixed interest rates ranging from 5.00% to 8.00%, maturing from 2018 to 2035
|
857
|
|
|
891
|
|
||
Other secured obligations, fixed interest rates ranging from 3.81% to 12.24%, maturing from 2018 to 2028
|
773
|
|
|
849
|
|
||
|
23,551
|
|
|
22,823
|
|
||
Unsecured
|
|
|
|
||||
5.50% senior notes, interest only payments until due in 2019
(d)
|
750
|
|
|
750
|
|
||
6.125% senior notes, interest only payments until due in 2018
(d)
|
500
|
|
|
500
|
|
||
4.625% senior notes, interest only payments until due in 2020
(d)
|
500
|
|
|
500
|
|
||
|
1,750
|
|
|
1,750
|
|
||
Total long-term debt and capital lease obligations
|
25,301
|
|
|
24,573
|
|
||
Less: Total unamortized debt discount, premium and issuance costs
|
236
|
|
|
229
|
|
||
Less: Current maturities
|
2,554
|
|
|
1,855
|
|
||
Long-term debt and capital lease obligations, net of current maturities
|
$
|
22,511
|
|
|
$
|
22,489
|
|
2013 Revolving Facility
|
$
|
1,200
|
|
2014 Revolving Facility
|
1,000
|
|
|
April 2016 Revolving Facility
|
300
|
|
|
Total
|
$
|
2,500
|
|
2018
|
$
|
2,598
|
|
2019
|
2,868
|
|
|
2020
|
4,069
|
|
|
2021
|
2,856
|
|
|
2022
|
1,288
|
|
|
2023 and thereafter
|
11,622
|
|
|
Total
|
$
|
25,301
|
|
|
2013 Credit Facilities
|
|
2014 Credit Facilities
|
|
April 2016 Credit Facilities
|
|
December 2016 Credit Facilities
|
||||||
|
2013 Term
Loan
|
|
2013 Revolving
Facility
|
|
2014 Term
Loan
|
|
2014 Revolving
Facility
|
|
April 2016
Term Loan
|
|
April 2016
Revolving Facility
|
|
December
2016
Term Loan
|
Aggregate principal issued or credit facility availability
(in millions)
|
$1,900
|
|
$1,200
|
|
$750
|
|
$1,000
|
|
$1,000
|
|
$300
|
|
$1,250
|
Principal outstanding or drawn (in millions)
|
$1,825
|
|
$—
|
|
$728
|
|
$—
|
|
$990
|
|
$—
|
|
$1,238
|
Maturity date
|
June 2020
|
|
October 2022
|
|
October 2021
|
|
October 2022
|
|
April 2023
|
|
October 2022
|
|
December 2023
|
LIBOR margin
|
2.00%
|
|
2.25%
|
|
2.00%
|
|
2.25%
|
|
2.00%
|
|
2.25%
|
|
2.00%
|
|
2016-3 EETCs
|
||||
|
Series AA
|
|
Series A
|
|
Series B
|
Aggregate principal issued
|
$558 million
|
|
$256 million
|
|
$193 million
|
Fixed interest rate per annum
|
3.00%
|
|
3.25%
|
|
3.75%
|
Maturity date
|
October 2028
|
|
October 2028
|
|
October 2025
|
|
2017-1 EETCs
|
||||
|
Series AA
|
|
Series A
|
|
Series B
|
Aggregate principal issued
|
$537 million
|
|
$248 million
|
|
$198 million
|
Fixed interest rate per annum
|
3.65%
|
|
4.00%
|
|
4.95%
|
Maturity date
|
February 2029
|
|
February 2029
|
|
February 2025
|
|
2017-2 EETCs
|
||||
|
Series AA
|
|
Series A
|
|
Series B
|
Aggregate principal issued
|
$545 million
|
|
$252 million
|
|
$221 million
|
Remaining escrowed proceeds
|
$152 million
|
|
$70 million
|
|
$61 million
|
Fixed interest rate per annum
|
3.35%
|
|
3.60%
|
|
3.70%
|
Maturity date
|
October 2029
|
|
October 2029
|
|
October 2025
|
|
6.125% Senior Notes
|
|
5.50% Senior Notes
|
|
4.625% Senior Notes
|
Aggregate principal issued and outstanding
|
$500 million
|
|
$750 million
|
|
$500 million
|
Maturity date
|
June 2018
|
|
October 2019
|
|
March 2020
|
Fixed interest rate per annum
|
6.125%
|
|
5.50%
|
|
4.625%
|
Interest payments
|
Semi-annually in arrears in June and December
|
|
Semi-annually in arrears in April and October
|
|
Semi-annually in arrears in March and September
|
|
2013 Credit Facilities
|
|
2014 Credit Facilities
|
|
April 2016
Credit Facilities
|
|
December 2016
Credit Facilities
|
Frequency of Appraisals
of Appraised Collateral
|
Annual
|
|
Annual
|
|
Annual
|
|
Annual
|
LTV Requirement
|
1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)
|
|
1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)
|
|
1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)
|
|
1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)
|
LTV as of Last Measurement Date
|
33.9%
|
|
23.1%
|
|
42.7%
|
|
59.0%
|
Collateral Description
|
Generally, certain slots, route authorities, and airport gate leasehold rights used by American to operate all services between the U.S. and South America
|
|
Generally, certain slots, route authorities and airport gate leasehold rights used by American to operate certain services between the U.S. and London Heathrow
|
|
Generally, certain
spare parts
|
|
Generally, certain Ronald Reagan Washington National Airport (DCA) slots, certain La Guardia Airport (LGA) slots, certain simulators and certain leasehold rights
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current income tax provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State and Local
|
24
|
|
|
12
|
|
|
20
|
|
|||
Current income tax provision
|
24
|
|
|
12
|
|
|
20
|
|
|||
Deferred income tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
1,085
|
|
|
1,508
|
|
|
(2,884
|
)
|
|||
State and Local
|
56
|
|
|
103
|
|
|
(130
|
)
|
|||
Deferred income tax provision (benefit)
|
1,141
|
|
|
1,611
|
|
|
(3,014
|
)
|
|||
Total income tax provision (benefit)
|
$
|
1,165
|
|
|
$
|
1,623
|
|
|
$
|
(2,994
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Statutory income tax provision
|
$
|
1,079
|
|
|
$
|
1,505
|
|
|
$
|
1,616
|
|
State income tax provision, net of federal tax effect
|
61
|
|
|
63
|
|
|
72
|
|
|||
Book expenses not deductible for tax purposes
|
33
|
|
|
34
|
|
|
57
|
|
|||
Bankruptcy administration expenses
|
1
|
|
|
1
|
|
|
3
|
|
|||
2017 Tax Act
|
(7
|
)
|
|
—
|
|
|
—
|
|
|||
Change in valuation allowance
|
(3
|
)
|
|
7
|
|
|
(4,742
|
)
|
|||
Other, net
|
1
|
|
|
13
|
|
|
—
|
|
|||
Income tax provision (benefit)
|
$
|
1,165
|
|
|
$
|
1,623
|
|
|
$
|
(2,994
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Operating loss carryforwards
|
$
|
2,281
|
|
|
$
|
3,853
|
|
Pensions
|
1,559
|
|
|
2,610
|
|
||
Loyalty program liability
|
420
|
|
|
485
|
|
||
Alternative minimum tax (AMT) credit carryforwards
|
344
|
|
|
344
|
|
||
Postretirement benefits other than pensions
|
170
|
|
|
291
|
|
||
Rent expense
|
160
|
|
|
256
|
|
||
Gains from lease transactions
|
107
|
|
|
213
|
|
||
Reorganization items
|
35
|
|
|
53
|
|
||
Other
|
678
|
|
|
972
|
|
||
Total deferred tax assets
|
5,754
|
|
|
9,077
|
|
||
Valuation allowance
|
(36
|
)
|
|
(29
|
)
|
||
Net deferred tax assets
|
5,718
|
|
|
9,048
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Accelerated depreciation and amortization
|
(5,045
|
)
|
|
(7,216
|
)
|
||
Other
|
(279
|
)
|
|
(345
|
)
|
||
Total deferred tax liabilities
|
(5,324
|
)
|
|
(7,561
|
)
|
||
Net deferred tax asset
|
$
|
394
|
|
|
$
|
1,487
|
|
•
|
Level 1 – Observable inputs such as quoted prices in active markets;
|
•
|
Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
|
•
|
Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
|
Fair Value Measurements as of December 31, 2017
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Short-term investments
(1) (2)
:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
188
|
|
|
$
|
188
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate obligations
|
1,620
|
|
|
—
|
|
|
1,620
|
|
|
—
|
|
||||
Bank notes/certificates of deposit/time deposits
|
2,663
|
|
|
—
|
|
|
2,663
|
|
|
—
|
|
||||
Repurchase agreements
|
300
|
|
|
—
|
|
|
300
|
|
|
—
|
|
||||
|
4,771
|
|
|
188
|
|
|
4,583
|
|
|
—
|
|
||||
Restricted cash and short-term investments
(1)
|
318
|
|
|
108
|
|
|
210
|
|
|
—
|
|
||||
Total
|
$
|
5,089
|
|
|
$
|
296
|
|
|
$
|
4,793
|
|
|
$
|
—
|
|
|
(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)
|
All short-term investments are classified as available-for-sale and stated at fair value. Our short-term investments mature in one year or less except for
$700 million
of bank notes/certificates of deposit/time deposits and
$341 million
of corporate obligations.
|
|
Fair Value Measurements as of December 31, 2016
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Short-term investments
(1)
(2)
:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
589
|
|
|
$
|
589
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate obligations
|
2,550
|
|
|
—
|
|
|
2,550
|
|
|
—
|
|
||||
Bank notes/certificates of deposit/time deposits
|
2,898
|
|
|
—
|
|
|
2,898
|
|
|
—
|
|
||||
|
6,037
|
|
|
589
|
|
|
5,448
|
|
|
—
|
|
||||
Restricted cash and short-term investments
(1)
|
638
|
|
|
638
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
6,675
|
|
|
$
|
1,227
|
|
|
$
|
5,448
|
|
|
$
|
—
|
|
|
(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)
|
All short-term investments are classified as available-for-sale and stated at fair value. Our short-term investments mature in one year or less except for
$385 million
of bank notes/certificates of deposit/time deposits and
$230 million
of corporate obligations.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Long-term debt, including current maturities
|
$
|
25,065
|
|
|
$
|
25,848
|
|
|
$
|
24,344
|
|
|
$
|
24,983
|
|
|
Pension Benefits
|
|
Retiree Medical and
Other Postretirement Benefits
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
Benefit obligation at beginning of period
|
$
|
17,238
|
|
|
$
|
16,395
|
|
|
$
|
991
|
|
|
$
|
1,131
|
|
Service cost
|
2
|
|
|
2
|
|
|
4
|
|
|
3
|
|
||||
Interest cost
|
721
|
|
|
749
|
|
|
39
|
|
|
47
|
|
||||
Actuarial (gain) loss
(1) (2)
|
1,016
|
|
|
729
|
|
|
49
|
|
|
(105
|
)
|
||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Settlements
|
(4
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit payments
|
(726
|
)
|
|
(635
|
)
|
|
(80
|
)
|
|
(92
|
)
|
||||
Other
|
28
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||
Benefit obligation at end of period
|
$
|
18,275
|
|
|
$
|
17,238
|
|
|
$
|
1,011
|
|
|
$
|
991
|
|
Fair value of plan assets at beginning of period
|
$
|
10,017
|
|
|
$
|
9,707
|
|
|
$
|
266
|
|
|
$
|
253
|
|
Actual return on plan assets
|
1,797
|
|
|
915
|
|
|
37
|
|
|
22
|
|
||||
Employer contributions
(3)
|
286
|
|
|
32
|
|
|
72
|
|
|
83
|
|
||||
Settlements
|
(4
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit payments
|
(726
|
)
|
|
(635
|
)
|
|
(80
|
)
|
|
(92
|
)
|
||||
Other
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of period
|
$
|
11,395
|
|
|
$
|
10,017
|
|
|
$
|
295
|
|
|
$
|
266
|
|
Funded status at end of period
|
$
|
(6,880
|
)
|
|
$
|
(7,221
|
)
|
|
$
|
(716
|
)
|
|
$
|
(725
|
)
|
|
(1)
|
The
December 31, 2017
and
2016
pension actuarial loss primarily relates to weighted average discount rate assumption changes and changes to our mortality assumptions.
|
(2)
|
The
December 31, 2017
retiree medical and other postretirement benefits actuarial (gain) loss primarily relates to plan experience adjustments, weighted average discount rate assumption changes and changes to our mortality assumptions and as of
December 31, 2016
, also includes medical trend and cost assumption changes.
|
(3)
|
During
2017
, we contributed
$286 million
to our defined benefit pension plans, including supplemental contributions of
$261 million
in addition to a
$25 million
minimum required cash contribution.
|
|
Pension Benefits
|
|
Retiree Medical and
Other Postretirement Benefits
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
As of December 31,
|
|
|
|
|
|
|
|
||||||||
Current liability
|
$
|
10
|
|
|
$
|
7
|
|
|
$
|
89
|
|
|
$
|
97
|
|
Noncurrent liability
|
6,870
|
|
|
7,214
|
|
|
627
|
|
|
628
|
|
||||
Total liabilities
|
$
|
6,880
|
|
|
$
|
7,221
|
|
|
$
|
716
|
|
|
$
|
725
|
|
Net actuarial loss (gain)
|
$
|
5,351
|
|
|
$
|
5,484
|
|
|
$
|
(388
|
)
|
|
$
|
(430
|
)
|
Prior service cost (benefit)
|
160
|
|
|
188
|
|
|
(600
|
)
|
|
(837
|
)
|
||||
Total accumulated other comprehensive loss (income), pre-tax
|
$
|
5,511
|
|
|
$
|
5,672
|
|
|
$
|
(988
|
)
|
|
$
|
(1,267
|
)
|
|
Pension Benefits
|
|
Retiree Medical and
Other Postretirement Benefits
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
Projected benefit obligation
|
$
|
18,245
|
|
|
$
|
17,209
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accumulated benefit obligation (ABO)
|
18,235
|
|
|
17,197
|
|
|
—
|
|
|
—
|
|
||||
Accumulated postretirement benefit obligation
|
—
|
|
|
—
|
|
|
1,011
|
|
|
990
|
|
||||
Fair value of plan assets
|
11,364
|
|
|
9,986
|
|
|
295
|
|
|
266
|
|
||||
ABO less fair value of plan assets
|
6,871
|
|
|
7,211
|
|
|
—
|
|
|
—
|
|
|
Pension Benefits
|
|
Retiree Medical and
Other Postretirement Benefits
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Defined benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
721
|
|
|
749
|
|
|
737
|
|
|
39
|
|
|
47
|
|
|
50
|
|
||||||
Expected return on assets
|
(790
|
)
|
|
(750
|
)
|
|
(851
|
)
|
|
(21
|
)
|
|
(20
|
)
|
|
(19
|
)
|
||||||
Settlements
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost (benefit)
|
28
|
|
|
28
|
|
|
28
|
|
|
(237
|
)
|
|
(240
|
)
|
|
(243
|
)
|
||||||
Unrecognized net loss (gain)
|
144
|
|
|
126
|
|
|
112
|
|
|
(23
|
)
|
|
(17
|
)
|
|
(9
|
)
|
||||||
Net periodic benefit cost (income)
|
106
|
|
|
155
|
|
|
29
|
|
|
(238
|
)
|
|
(227
|
)
|
|
(218
|
)
|
||||||
Defined contribution plan cost
|
851
|
|
|
766
|
|
|
662
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||||
Total cost (income)
|
$
|
957
|
|
|
$
|
921
|
|
|
$
|
691
|
|
|
$
|
(238
|
)
|
|
$
|
(227
|
)
|
|
$
|
(218
|
)
|
|
Pension Benefits
|
|
Retiree Medical and
Other Postretirement Benefits
|
||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Benefit obligations:
|
|
|
|
|
|
|
|
Weighted average discount rate
|
3.80%
|
|
4.30%
|
|
3.60%
|
|
4.10%
|
|
Pension Benefits
|
|
Retiree Medical and
Other Postretirement Benefits
|
||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
Net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average discount rate
|
4.30%
|
|
4.70%
|
|
4.30%
|
|
4.10%
|
|
4.42%
|
|
4.00%
|
Weighted average expected rate of return on plan assets
|
8.00%
|
|
8.00%
|
|
8.00%
|
|
8.00%
|
|
8.00%
|
|
8.00%
|
Weighted average health care cost trend rate assumed for next year
(1)
|
N/A
|
|
N/A
|
|
N/A
|
|
4.19%
|
|
4.25%
|
|
5.21%
|
|
(1)
|
The weighted average health care cost trend rate at
December 31, 2017
is assumed to decline gradually to
3.76%
by 2025 and remain level thereafter.
|
|
1% Increase
|
|
1% Decrease
|
||||
Increase (decrease) on 2017 service and interest cost
|
$
|
2
|
|
|
$
|
(2
|
)
|
Increase (decrease) on benefit obligation as of December 31, 2017
|
54
|
|
|
(51
|
)
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023-2027
|
||||||||||||
Pension benefits
|
$
|
715
|
|
|
$
|
754
|
|
|
$
|
799
|
|
|
$
|
843
|
|
|
$
|
884
|
|
|
$
|
4,976
|
|
Retiree medical and other postretirement benefits
|
96
|
|
|
92
|
|
|
80
|
|
|
75
|
|
|
70
|
|
|
315
|
|
Asset Class/Sub-Class
|
Allowed Range
|
Equity
|
65% - 90%
|
Public:
|
|
U.S. Large
|
20% - 50%
|
U.S. Small/Mid
|
0% - 10%
|
International
|
17% - 27%
|
Emerging Markets
|
5% - 11%
|
Alternative Investments
|
5% - 20%
|
Fixed Income
|
15% - 40%
|
Public:
|
|
U.S. Long Duration
|
15% - 30%
|
High Yield and Emerging Markets
|
0% - 10%
|
Private Income
|
0% - 10%
|
Other
|
0% - 5%
|
Cash Equivalents
|
0% - 5%
|
|
Fair Value Measurements as of December 31, 2017
|
||||||||||||||
Asset Category
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|||||||
International markets
(a)
(b)
|
3,837
|
|
|
—
|
|
|
—
|
|
|
3,837
|
|
||||
Large-cap companies
(b)
|
2,451
|
|
|
—
|
|
|
—
|
|
|
2,451
|
|
||||
Mid-cap companies
(b)
|
744
|
|
|
—
|
|
|
—
|
|
|
744
|
|
||||
Small-cap companies
(b)
|
125
|
|
|
—
|
|
|
—
|
|
|
125
|
|
||||
Mutual funds
(c)
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
|
|||||||
Corporate bonds
(d)
|
—
|
|
|
2,344
|
|
|
—
|
|
|
2,344
|
|
||||
Government securities
(e)
|
—
|
|
|
238
|
|
|
—
|
|
|
238
|
|
||||
U.S. municipal securities
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
||||
Alternative instruments:
|
|
|
|
|
|
|
|
|
|||||||
Private equity partnerships
(f)
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
||||
Private equity partnerships measured at net asset value
(f) (h)
|
—
|
|
|
—
|
|
|
—
|
|
|
879
|
|
||||
Common/collective trusts
(g)
|
—
|
|
|
315
|
|
|
—
|
|
|
315
|
|
||||
Common/collective trusts and 103-12 Investment Trust measured at net asset value
(g) (h)
|
—
|
|
|
—
|
|
|
—
|
|
|
283
|
|
||||
Insurance group annuity contracts
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Dividend and interest receivable
|
44
|
|
|
—
|
|
|
—
|
|
|
44
|
|
||||
Due to/from brokers for sale of securities – net
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Other liabilities – net
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||
Total
|
$
|
7,281
|
|
|
$
|
2,936
|
|
|
$
|
16
|
|
|
$
|
11,395
|
|
|
a)
|
Holdings are diversified as follows:
17%
United Kingdom,
11%
Japan,
9%
France,
6%
Switzerland,
16%
emerging markets and the remaining
41%
with no concentration greater than 5% in any one country.
|
b)
|
There are no significant concentrations of holdings by company or industry.
|
c)
|
Investment includes mutual funds invested
39%
in equity securities of large-cap, mid-cap and small-cap U.S. companies,
34%
in U.S. treasuries and corporate bonds and
27%
in equity securities of international companies.
|
d)
|
Includes approximately
76%
investments in corporate debt with a S&P rating lower than A and
24%
investments in corporate debt with a S&P rating A or higher. Holdings include
85%
U.S. companies,
12%
international companies and
3%
emerging market companies.
|
e)
|
Includes approximately
27%
investments in U.S. domestic government securities,
43%
in emerging market government securities and
30%
in international government securities. There are no significant foreign currency risks within this classification.
|
f)
|
Includes limited partnerships that invest primarily in U.S. (
94%
) and European (
6%
) buyout opportunities of a range of privately held companies. The pension plan’s master trust does not have the right to redeem its limited partnership investment at its net asset value, but rather receives distributions as the underlying assets are liquidated. It is estimated that the underlying assets of these funds will be gradually liquidated over the next
one
to
ten years
. Additionally, the pension plan’s master trust has future funding commitments of approximately
$903 million
over the next ten years.
|
g)
|
Investment includes
42%
in a collective interest trust investing primarily in short-term securities,
40%
in an emerging market 103-12 Investment Trust with investments in emerging country equity securities,
10%
in Canadian segregated balanced value, income growth and diversified pooled funds and
8%
in a common/collective trust investing in securities of smaller companies located outside the U.S., including developing markets. For some trusts, requests for withdrawals must meet specific requirements with advance notice of redemption preferred.
|
h)
|
Certain investments that are measured using net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the notes to the consolidated financial statements.
|
|
Fair Value Measurements as of December 31, 2016
|
||||||||||||||
Asset Category
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
573
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
573
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
International markets
(a) (b)
|
3,232
|
|
|
—
|
|
|
—
|
|
|
3,232
|
|
||||
Large-cap companies
(b)
|
2,253
|
|
|
—
|
|
|
—
|
|
|
2,253
|
|
||||
Mid-cap companies
(b)
|
371
|
|
|
—
|
|
|
—
|
|
|
371
|
|
||||
Small-cap companies
(b)
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Mutual funds
(c)
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
(d)
|
—
|
|
|
2,337
|
|
|
—
|
|
|
2,337
|
|
||||
Government securities
(e)
|
—
|
|
|
150
|
|
|
—
|
|
|
150
|
|
||||
U.S. municipal securities
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||
Alternative instruments:
|
|
|
|
|
|
|
|
||||||||
Private equity partnerships
(f)
|
—
|
|
|
—
|
|
|
21
|
|
|
21
|
|
||||
Private equity partnerships measured at net asset value
(f) (h)
|
—
|
|
|
—
|
|
|
—
|
|
|
703
|
|
||||
Common/collective trusts
(g)
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
||||
Common/collective trusts and 103-12 Investment Trust measured at net asset value
(g) (h)
|
—
|
|
|
—
|
|
|
—
|
|
|
227
|
|
||||
Insurance group annuity contracts
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Dividend and interest receivable
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||
Due to/from brokers for sale of securities – net
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||
Other liabilities – net
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||
Total
|
$
|
6,508
|
|
|
$
|
2,556
|
|
|
$
|
23
|
|
|
$
|
10,017
|
|
|
a)
|
Holdings are diversified as follows:
15%
United Kingdom,
12%
Japan,
10%
France,
7%
Switzerland,
6%
Netherlands,
17%
other emerging markets and the remaining
33%
with no concentration greater than 5% in any one country.
|
b)
|
There are no significant concentrations of holdings by company or industry.
|
c)
|
Investment includes mutual funds invested
42%
in equity securities of large-cap, mid-cap and small-cap U.S. companies,
33%
in U.S. treasuries and corporate bonds and
25%
in equity securities of international companies.
|
d)
|
Includes approximately
74%
investments in corporate debt with a S&P rating lower than A and
26%
investments in corporate debt with a S&P rating A or higher. Holdings include
86%
U.S. companies,
12%
international companies and
2%
emerging market companies.
|
e)
|
Includes approximately
61%
investments in U.S. domestic government securities and
39%
in emerging market government securities. There are no significant foreign currency risks within this classification.
|
f)
|
Includes limited partnerships that invest primarily in U.S. (
95%
) and European (
5%
) buyout opportunities of a range of privately held companies. The pension plan’s master trust does not have the right to redeem its limited partnership investment at its net asset value, but rather receives distributions as the underlying assets are liquidated. It is estimated that the underlying assets of these funds will be gradually liquidated over the next
one
to
ten years
. Additionally, the pension plan’s master trust has future funding commitments of approximately
$456 million
over the next
ten years
.
|
g)
|
Investment includes
73%
in an emerging market 103-12 Investment Trust with investments in emerging country equity securities,
12%
in Canadian segregated balanced value, income growth and diversified pooled funds and
15%
in a common/collective trust investing in securities of smaller companies located outside the U.S., including developing markets. Requests for withdrawals must meet specific requirements with advance notice of redemption preferred.
|
h)
|
Certain investments that are measured using net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the notes to the consolidated financial statements.
|
|
Private Equity
Partnerships
|
|
Insurance Group
Annuity Contracts
|
||||
Beginning balance at December 31, 2016
|
$
|
21
|
|
|
$
|
2
|
|
Actual loss on plan assets:
|
|
|
|
||||
Relating to assets still held at the reporting date
|
(4
|
)
|
|
—
|
|
||
Purchases
|
1
|
|
|
—
|
|
||
Sales
|
(1
|
)
|
|
—
|
|
||
Transfers out
|
(3
|
)
|
|
—
|
|
||
Ending balance at December 31, 2017
|
$
|
14
|
|
|
$
|
2
|
|
|
Private Equity
Partnerships
|
|
Insurance Group
Annuity Contracts
|
||||
Beginning balance at December 31, 2015
|
$
|
16
|
|
|
$
|
2
|
|
Actual return on plan assets:
|
|
|
|
||||
Relating to assets sold during the period
|
7
|
|
|
—
|
|
||
Purchases
|
7
|
|
|
—
|
|
||
Sales
|
(9
|
)
|
|
—
|
|
||
Ending balance at December 31, 2016
|
$
|
21
|
|
|
$
|
2
|
|
|
Fair Value Measurements as of December 31, 2017
|
||||||||||||||
Asset Category
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Money market fund
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Mutual funds – AAL Class
|
—
|
|
|
290
|
|
|
—
|
|
|
290
|
|
||||
Total
|
$
|
5
|
|
|
$
|
290
|
|
|
$
|
—
|
|
|
$
|
295
|
|
|
Fair Value Measurements as of December 31, 2016
|
||||||||||||||
Asset Category
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Money market fund
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Mutual funds – Institutional Class
|
261
|
|
|
—
|
|
|
—
|
|
|
261
|
|
||||
Total
|
$
|
266
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
266
|
|
|
Pension,
Retiree Medical and Other Postretirement Benefits |
|
Unrealized Gain (Loss) on Investments
|
|
Income Tax
Benefit (Provision) (1) |
|
Total
|
||||||||
Balance at December 31, 2015
|
$
|
(3,842
|
)
|
|
$
|
(10
|
)
|
|
$
|
(880
|
)
|
|
$
|
(4,732
|
)
|
Other comprehensive income (loss) before reclassifications
|
(462
|
)
|
|
10
|
|
|
166
|
|
|
(286
|
)
|
||||
Amounts reclassified from AOCI
|
(102
|
)
|
|
—
|
|
|
37
|
|
(2)
|
(65
|
)
|
||||
Net current-period other comprehensive income (loss)
|
(564
|
)
|
|
10
|
|
|
203
|
|
|
(351
|
)
|
||||
Balance at December 31, 2016
|
(4,406
|
)
|
|
—
|
|
|
(677
|
)
|
|
(5,083
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
(30
|
)
|
|
(1
|
)
|
|
15
|
|
|
(16
|
)
|
||||
Amounts reclassified from AOCI
|
(87
|
)
|
|
—
|
|
|
32
|
|
(2)
|
(55
|
)
|
||||
Net current-period other comprehensive income (loss)
|
(117
|
)
|
|
(1
|
)
|
|
47
|
|
|
(71
|
)
|
||||
Balance at December 31, 2017
|
$
|
(4,523
|
)
|
|
$
|
(1
|
)
|
|
$
|
(630
|
)
|
|
$
|
(5,154
|
)
|
|
(1)
|
Relates principally to pension, retiree medical and other postretirement benefits obligations that will not be recognized in net income until the obligations are fully extinguished.
|
(2)
|
Relates to pension, retiree medical and other postretirement benefits obligations and is recognized within the income tax provision on the consolidated statement of operations.
|
|
Amount reclassified from AOCI
|
|
Affected line items on the
consolidated statement of
operations
|
||||||
|
Year Ended December 31,
|
|
|||||||
AOCI Components
|
2017
|
|
2016
|
|
|||||
Amortization of pension, retiree medical and other postretirement benefits:
|
|
|
|
|
|
||||
Prior service benefit
|
$
|
(132
|
)
|
|
$
|
(134
|
)
|
|
Salaries, wages and benefits
|
Actuarial loss
|
77
|
|
|
69
|
|
|
Salaries, wages and benefits
|
||
Total reclassifications for the period, net of tax
|
$
|
(55
|
)
|
|
$
|
(65
|
)
|
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023 and Thereafter
|
|
Total
|
||||||||||||||
Payments for aircraft commitments and certain engines
(1)
|
$
|
1,826
|
|
|
$
|
2,730
|
|
|
$
|
2,730
|
|
|
$
|
2,858
|
|
|
$
|
2,138
|
|
|
$
|
1,482
|
|
|
$
|
13,764
|
|
|
(1)
|
These amounts are net of purchase deposits currently held by the manufacturers and include all commitments for regional aircraft. American has granted a security interest in its purchase deposits with Boeing. Our purchase deposits held by all manufacturers totaled
$1.2 billion
as of
December 31, 2017
.
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023 and Thereafter
|
|
Total
|
||||||||||||||
Future minimum lease payments
|
$
|
2,195
|
|
|
$
|
1,974
|
|
|
$
|
1,784
|
|
|
$
|
1,339
|
|
|
$
|
1,159
|
|
|
$
|
3,266
|
|
|
$
|
11,717
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023 and Thereafter
|
|
Total
|
||||||||||||||
Minimum fixed obligations under capacity purchase agreements with third-party regional carriers
(1)
|
$
|
1,457
|
|
|
$
|
1,311
|
|
|
$
|
1,063
|
|
|
$
|
866
|
|
|
$
|
699
|
|
|
$
|
2,073
|
|
|
$
|
7,469
|
|
|
(1)
|
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 American’s actual payments could differ materially. These obligations also include the portion of American’s future obligations representing the lease of aircraft for accounting purposes in the amount of approximately
$377 million
in
2018
,
$355 million
in
2019
,
$320 million
in
2020
,
$282 million
in
2021
,
$239 million
in
2022
and
$699 million
in
2023 and thereafter
.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Equity investment
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Settlement of bankruptcy obligations
|
15
|
|
|
3
|
|
|
63
|
|
|||
Capital lease obligations
|
—
|
|
|
—
|
|
|
5
|
|
|||
Supplemental information:
|
|
|
|
|
|
||||||
Interest paid, net
|
1,040
|
|
|
964
|
|
|
873
|
|
|||
Income taxes paid
|
20
|
|
|
16
|
|
|
20
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
DOT Domestic
|
$
|
29,612
|
|
|
$
|
28,620
|
|
|
$
|
28,761
|
|
DOT Latin America
|
5,422
|
|
|
4,995
|
|
|
5,539
|
|
|||
DOT Atlantic
|
5,059
|
|
|
4,769
|
|
|
5,146
|
|
|||
DOT Pacific
|
2,114
|
|
|
1,796
|
|
|
1,544
|
|
|||
Total operating revenues
|
$
|
42,207
|
|
|
$
|
40,180
|
|
|
$
|
40,990
|
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
|
(In thousands)
|
|
|
|||
Outstanding at December 31, 2014
|
21,342
|
|
|
$
|
26.43
|
|
Granted
|
2,213
|
|
|
46.62
|
|
|
Vested and released
|
(17,163
|
)
|
|
25.20
|
|
|
Forfeited
|
(785
|
)
|
|
27.12
|
|
|
Outstanding at December 31, 2015
|
5,607
|
|
|
$
|
38.08
|
|
Granted
|
2,655
|
|
|
41.34
|
|
|
Vested and released
|
(2,754
|
)
|
|
34.83
|
|
|
Forfeited
|
(321
|
)
|
|
40.15
|
|
|
Outstanding at December 31, 2016
|
5,187
|
|
|
$
|
41.48
|
|
Granted
|
2,309
|
|
|
48.58
|
|
|
Vested and released
|
(2,708
|
)
|
|
39.63
|
|
|
Forfeited
|
(464
|
)
|
|
44.48
|
|
|
Outstanding at December 31, 2017
|
4,324
|
|
|
$
|
46.94
|
|
|
Balance at Beginning of Year
|
|
Changes Charged to Statement of Operations Accounts
|
|
Write-offs
(Net of Recoveries)
|
|
Sales, Retirements and Transfers
|
|
Balance at End of Year
|
||||||||||
Allowance for obsolescence of spare parts
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2017
|
$
|
765
|
|
|
$
|
29
|
|
|
$
|
(4
|
)
|
|
$
|
(21
|
)
|
|
$
|
769
|
|
Year ended December 31, 2016
|
728
|
|
|
37
|
|
|
(3
|
)
|
|
3
|
|
|
765
|
|
|||||
Year ended December 31, 2015
|
673
|
|
|
50
|
|
|
(4
|
)
|
|
9
|
|
|
728
|
|
|||||
Allowance for uncollectible accounts
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2017
|
$
|
36
|
|
|
$
|
43
|
|
|
$
|
(55
|
)
|
|
$
|
—
|
|
|
$
|
24
|
|
Year ended December 31, 2016
|
41
|
|
|
47
|
|
|
(52
|
)
|
|
—
|
|
|
36
|
|
|||||
Year ended December 31, 2015
|
17
|
|
|
46
|
|
|
(22
|
)
|
|
—
|
|
|
41
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
9,624
|
|
|
$
|
11,105
|
|
|
$
|
10,878
|
|
|
$
|
10,600
|
|
Operating expenses
|
9,023
|
|
|
9,570
|
|
|
9,646
|
|
|
9,910
|
|
||||
Operating income
|
601
|
|
|
1,535
|
|
|
1,232
|
|
|
690
|
|
||||
Net income
|
234
|
|
|
803
|
|
|
624
|
|
|
258
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.46
|
|
|
$
|
1.64
|
|
|
$
|
1.29
|
|
|
$
|
0.54
|
|
Diluted
|
$
|
0.46
|
|
|
$
|
1.63
|
|
|
$
|
1.28
|
|
|
$
|
0.54
|
|
Shares used for computation (in thousands):
|
|
|
|
|
|
|
|
||||||||
Basic
|
503,902
|
|
|
490,818
|
|
|
484,772
|
|
|
477,165
|
|
||||
Diluted
|
507,797
|
|
|
492,965
|
|
|
486,625
|
|
|
479,382
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
9,435
|
|
|
$
|
10,363
|
|
|
$
|
10,594
|
|
|
$
|
9,789
|
|
Operating expenses
|
8,100
|
|
|
8,612
|
|
|
9,163
|
|
|
9,022
|
|
||||
Operating income
|
1,335
|
|
|
1,751
|
|
|
1,431
|
|
|
767
|
|
||||
Net income
|
700
|
|
|
950
|
|
|
737
|
|
|
289
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.15
|
|
|
$
|
1.69
|
|
|
$
|
1.40
|
|
|
$
|
0.56
|
|
Diluted
|
$
|
1.14
|
|
|
$
|
1.68
|
|
|
$
|
1.40
|
|
|
$
|
0.56
|
|
Shares used for computation (in thousands):
|
|
|
|
|
|
|
|
||||||||
Basic
|
606,245
|
|
|
563,000
|
|
|
525,415
|
|
|
514,571
|
|
||||
Diluted
|
611,488
|
|
|
566,040
|
|
|
528,510
|
|
|
518,358
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating revenues:
|
|
|
|
|
|
||||||
Mainline passenger
|
$
|
29,238
|
|
|
$
|
27,909
|
|
|
$
|
29,037
|
|
Regional passenger
|
6,895
|
|
|
6,670
|
|
|
6,475
|
|
|||
Cargo
|
800
|
|
|
700
|
|
|
760
|
|
|||
Other
|
5,262
|
|
|
4,884
|
|
|
4,666
|
|
|||
Total operating revenues
|
42,195
|
|
|
40,163
|
|
|
40,938
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Aircraft fuel and related taxes
|
6,128
|
|
|
5,071
|
|
|
6,226
|
|
|||
Salaries, wages and benefits
|
11,804
|
|
|
10,881
|
|
|
9,514
|
|
|||
Regional expenses
|
6,572
|
|
|
6,009
|
|
|
5,952
|
|
|||
Maintenance, materials and repairs
|
1,959
|
|
|
1,834
|
|
|
1,889
|
|
|||
Other rent and landing fees
|
1,806
|
|
|
1,772
|
|
|
1,731
|
|
|||
Aircraft rent
|
1,197
|
|
|
1,203
|
|
|
1,250
|
|
|||
Selling expenses
|
1,477
|
|
|
1,323
|
|
|
1,394
|
|
|||
Depreciation and amortization
|
1,702
|
|
|
1,525
|
|
|
1,364
|
|
|||
Special items, net
|
712
|
|
|
709
|
|
|
1,051
|
|
|||
Other
|
4,806
|
|
|
4,532
|
|
|
4,378
|
|
|||
Total operating expenses
|
38,163
|
|
|
34,859
|
|
|
34,749
|
|
|||
Operating income
|
4,032
|
|
|
5,304
|
|
|
6,189
|
|
|||
Nonoperating income (expense):
|
|
|
|
|
|
||||||
Interest income
|
215
|
|
|
104
|
|
|
49
|
|
|||
Interest expense, net
|
(988
|
)
|
|
(906
|
)
|
|
(796
|
)
|
|||
Other, net
|
(15
|
)
|
|
(59
|
)
|
|
(774
|
)
|
|||
Total nonoperating expense, net
|
(788
|
)
|
|
(861
|
)
|
|
(1,521
|
)
|
|||
Income before income taxes
|
3,244
|
|
|
4,443
|
|
|
4,668
|
|
|||
Income tax provision (benefit)
|
1,322
|
|
|
1,662
|
|
|
(3,452
|
)
|
|||
Net income
|
$
|
1,922
|
|
|
$
|
2,781
|
|
|
$
|
8,120
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
1,922
|
|
|
$
|
2,781
|
|
|
$
|
8,120
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Pension, retiree medical and other postretirement benefits:
|
|
|
|
|
|
||||||
Amortization of actuarial loss and prior service cost
|
(55
|
)
|
|
(65
|
)
|
|
(109
|
)
|
|||
Current year change
|
(13
|
)
|
|
(292
|
)
|
|
(51
|
)
|
|||
Investments and derivative financial instruments
|
(1
|
)
|
|
6
|
|
|
(15
|
)
|
|||
Total other comprehensive loss, net of tax
|
(69
|
)
|
|
(351
|
)
|
|
(175
|
)
|
|||
Total comprehensive income
|
$
|
1,853
|
|
|
$
|
2,430
|
|
|
$
|
7,945
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash
|
$
|
287
|
|
|
$
|
310
|
|
Short-term investments
|
4,768
|
|
|
6,034
|
|
||
Restricted cash and short-term investments
|
318
|
|
|
638
|
|
||
Accounts receivable, net
|
1,755
|
|
|
1,599
|
|
||
Receivables from related parties, net
|
8,822
|
|
|
6,810
|
|
||
Aircraft fuel, spare parts and supplies, net
|
1,294
|
|
|
1,032
|
|
||
Prepaid expenses and other
|
647
|
|
|
633
|
|
||
Total current assets
|
17,891
|
|
|
17,056
|
|
||
Operating property and equipment
|
|
|
|
||||
Flight equipment
|
39,993
|
|
|
36,671
|
|
||
Ground property and equipment
|
8,006
|
|
|
6,910
|
|
||
Equipment purchase deposits
|
1,217
|
|
|
1,209
|
|
||
Total property and equipment, at cost
|
49,216
|
|
|
44,790
|
|
||
Less accumulated depreciation and amortization
|
(15,354
|
)
|
|
(13,909
|
)
|
||
Total property and equipment, net
|
33,862
|
|
|
30,881
|
|
||
Other assets
|
|
|
|
||||
Goodwill
|
4,091
|
|
|
4,091
|
|
||
Intangibles, net of accumulated amortization of $622 and $578, respectively
|
2,203
|
|
|
2,173
|
|
||
Deferred tax asset
|
682
|
|
|
1,912
|
|
||
Other assets
|
1,283
|
|
|
1,979
|
|
||
Total other assets
|
8,259
|
|
|
10,155
|
|
||
Total assets
|
$
|
60,012
|
|
|
$
|
58,092
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDER’S EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current maturities of long-term debt and capital leases
|
$
|
2,058
|
|
|
$
|
1,859
|
|
Accounts payable
|
1,625
|
|
|
1,546
|
|
||
Accrued salaries and wages
|
1,613
|
|
|
1,460
|
|
||
Air traffic liability
|
3,978
|
|
|
3,912
|
|
||
Loyalty program liability
|
2,791
|
|
|
2,789
|
|
||
Other accrued liabilities
|
2,209
|
|
|
2,106
|
|
||
Total current liabilities
|
14,274
|
|
|
13,672
|
|
||
Noncurrent liabilities
|
|
|
|
||||
Long-term debt and capital leases, net of current maturities
|
21,236
|
|
|
20,718
|
|
||
Pension and postretirement benefits
|
7,452
|
|
|
7,800
|
|
||
Other liabilities
|
2,456
|
|
|
3,253
|
|
||
Total noncurrent liabilities
|
31,144
|
|
|
31,771
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
Stockholder’s equity
|
|
|
|
||||
Common stock, $1.00 par value; 1,000 shares authorized, issued and outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
16,716
|
|
|
16,624
|
|
||
Accumulated other comprehensive loss
|
(5,251
|
)
|
|
(5,182
|
)
|
||
Retained earnings
|
3,129
|
|
|
1,207
|
|
||
Total stockholder’s equity
|
14,594
|
|
|
12,649
|
|
||
Total liabilities and stockholder’s equity
|
$
|
60,012
|
|
|
$
|
58,092
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,922
|
|
|
$
|
2,781
|
|
|
$
|
8,120
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
1,964
|
|
|
1,762
|
|
|
1,560
|
|
|||
Deferred income tax provision (benefit)
|
1,298
|
|
|
1,652
|
|
|
(3,467
|
)
|
|||
Debt discount and lease amortization
|
(119
|
)
|
|
(124
|
)
|
|
(126
|
)
|
|||
Special items, non-cash
|
272
|
|
|
270
|
|
|
295
|
|
|||
Pension and postretirement
|
(132
|
)
|
|
(70
|
)
|
|
(194
|
)
|
|||
Share-based compensation
|
90
|
|
|
100
|
|
|
284
|
|
|||
Other, net
|
(25
|
)
|
|
(16
|
)
|
|
(21
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable
|
(189
|
)
|
|
(169
|
)
|
|
354
|
|
|||
Increase in other assets
|
(405
|
)
|
|
(205
|
)
|
|
(22
|
)
|
|||
Increase in accounts payable and accrued liabilities
|
266
|
|
|
336
|
|
|
214
|
|
|||
Increase (decrease) in air traffic liability
|
66
|
|
|
164
|
|
|
(505
|
)
|
|||
Increase in receivables from related parties, net
|
(1,994
|
)
|
|
(4,862
|
)
|
|
(3,695
|
)
|
|||
Increase (decrease) in loyalty program liability
|
2
|
|
|
264
|
|
|
(295
|
)
|
|||
Contributions to pension plans
|
(286
|
)
|
|
(32
|
)
|
|
(6
|
)
|
|||
Increase (decrease) in other liabilities
|
140
|
|
|
(101
|
)
|
|
91
|
|
|||
Net cash provided by operating activities
|
2,870
|
|
|
1,750
|
|
|
2,587
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures and aircraft purchase deposits
|
(5,881
|
)
|
|
(5,657
|
)
|
|
(6,075
|
)
|
|||
Proceeds from sale of property and equipment and sale-leaseback transactions
|
922
|
|
|
115
|
|
|
26
|
|
|||
Purchases of short-term investments
|
(4,633
|
)
|
|
(6,241
|
)
|
|
(8,126
|
)
|
|||
Sales of short-term investments
|
5,915
|
|
|
6,092
|
|
|
8,517
|
|
|||
Decrease in restricted cash and short-term investments
|
319
|
|
|
57
|
|
|
79
|
|
|||
Purchase of equity investment
|
(203
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(3,561
|
)
|
|
(5,634
|
)
|
|
(5,579
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
3,058
|
|
|
7,701
|
|
|
4,509
|
|
|||
Payments on long-term debt and capital leases
|
(2,332
|
)
|
|
(3,827
|
)
|
|
(2,153
|
)
|
|||
Deferred financing costs
|
(85
|
)
|
|
(77
|
)
|
|
(80
|
)
|
|||
Other financing activities
|
27
|
|
|
33
|
|
|
96
|
|
|||
Net cash provided by financing activities
|
668
|
|
|
3,830
|
|
|
2,372
|
|
|||
Net decrease in cash
|
(23
|
)
|
|
(54
|
)
|
|
(620
|
)
|
|||
Cash at beginning of year
|
310
|
|
|
364
|
|
|
984
|
|
|||
Cash at end of year
|
$
|
287
|
|
|
$
|
310
|
|
|
$
|
364
|
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
(Deficit)
|
|
Total
|
||||||||||
Balance at December 31, 2014
|
$
|
—
|
|
|
$
|
16,174
|
|
|
$
|
(4,656
|
)
|
|
$
|
(10,112
|
)
|
|
$
|
1,406
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
8,120
|
|
|
8,120
|
|
|||||
Changes in pension, retiree medical and other postretirement benefits liability
|
—
|
|
|
—
|
|
|
(160
|
)
|
|
—
|
|
|
(160
|
)
|
|||||
Net changes in fair value of derivative financial instruments
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Share-based compensation expense
|
—
|
|
|
284
|
|
|
—
|
|
|
—
|
|
|
284
|
|
|||||
Intercompany equity transfer
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|||||
Change in unrealized loss on investments
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Balance at December 31, 2015
|
—
|
|
|
16,521
|
|
|
(4,831
|
)
|
|
(1,992
|
)
|
|
9,698
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,781
|
|
|
2,781
|
|
|||||
Changes in pension, retiree medical and other postretirement benefits liability
|
—
|
|
|
—
|
|
|
(563
|
)
|
|
—
|
|
|
(563
|
)
|
|||||
Non-cash tax benefit
|
—
|
|
|
—
|
|
|
203
|
|
|
—
|
|
|
203
|
|
|||||
Share-based compensation expense
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|||||
Impact of adoption of Accounting Standards Update (ASU) 2016-09 related to share-based compensation (See Note 12)
|
—
|
|
|
—
|
|
|
—
|
|
|
418
|
|
|
418
|
|
|||||
Intercompany equity transfer
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Change in unrealized loss on investments
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|||||
Balance at December 31, 2016
|
—
|
|
|
16,624
|
|
|
(5,182
|
)
|
|
1,207
|
|
|
12,649
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,922
|
|
|
1,922
|
|
|||||
Changes in pension, retiree medical and other postretirement benefits liability
|
—
|
|
|
—
|
|
|
(114
|
)
|
|
—
|
|
|
(114
|
)
|
|||||
Non-cash tax benefit
|
—
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
|||||
Share-based compensation expense
|
—
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|||||
Intercompany equity transfer
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Change in unrealized loss on investments
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Balance at December 31, 2017
|
$
|
—
|
|
|
$
|
16,716
|
|
|
$
|
(5,251
|
)
|
|
$
|
3,129
|
|
|
$
|
14,594
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Domestic airport slots
|
$
|
365
|
|
|
$
|
365
|
|
Customer relationships
|
300
|
|
|
300
|
|
||
Marketing agreements
|
105
|
|
|
105
|
|
||
Tradenames
|
35
|
|
|
35
|
|
||
Airport gate leasehold rights
|
137
|
|
|
137
|
|
||
Accumulated amortization
|
(622
|
)
|
|
(578
|
)
|
||
Total
|
$
|
320
|
|
|
$
|
364
|
|
2018
|
$
|
41
|
|
2019
|
41
|
|
|
2020
|
41
|
|
|
2021
|
41
|
|
|
2022
|
41
|
|
|
2023 and thereafter
|
115
|
|
|
Total
|
$
|
320
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Aircraft fuel and related taxes
|
$
|
1,382
|
|
|
$
|
1,109
|
|
|
$
|
1,230
|
|
Salaries, wages and benefits
|
356
|
|
|
327
|
|
|
276
|
|
|||
Capacity purchases from third-party regional carriers
(1)
|
3,283
|
|
|
3,186
|
|
|
3,137
|
|
|||
Maintenance, materials and repairs
|
7
|
|
|
4
|
|
|
4
|
|
|||
Other rent and landing fees
|
602
|
|
|
487
|
|
|
434
|
|
|||
Aircraft rent
|
27
|
|
|
28
|
|
|
28
|
|
|||
Selling expenses
|
361
|
|
|
347
|
|
|
333
|
|
|||
Depreciation and amortization
|
262
|
|
|
237
|
|
|
197
|
|
|||
Special items, net
|
3
|
|
|
13
|
|
|
18
|
|
|||
Other
|
289
|
|
|
271
|
|
|
295
|
|
|||
Total regional expenses
|
$
|
6,572
|
|
|
$
|
6,009
|
|
|
$
|
5,952
|
|
|
(1)
|
For the years ended
December 31, 2017
,
2016
and
2015
, the component of capacity purchase expenses representing the lease of aircraft for accounting purposes was approximately
$437 million
,
$405 million
and
$492 million
, respectively.
|
|
|
|
New Revenue Standard
|
|
New Retirement Standard
|
|
|
||||||||||||
|
As Reported
|
|
Deferred Revenue Method
|
|
Reclassifications
|
|
Reclassifications
|
|
As Recast
|
||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Passenger
|
$
|
36,133
|
|
|
$
|
311
|
|
|
$
|
2,687
|
|
|
$
|
—
|
|
|
$
|
39,131
|
|
Cargo
|
800
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
890
|
|
|||||
Other
|
5,262
|
|
|
—
|
|
|
(2,673
|
)
|
|
—
|
|
|
2,589
|
|
|||||
Total operating revenues
|
42,195
|
|
|
311
|
|
|
104
|
|
|
—
|
|
|
42,610
|
|
|||||
Total operating expenses
|
38,163
|
|
|
—
|
|
|
104
|
|
|
138
|
|
|
38,405
|
|
|||||
Operating income
|
4,032
|
|
|
311
|
|
|
—
|
|
|
(138
|
)
|
|
4,205
|
|
|||||
Total nonoperating expense, net
|
(788
|
)
|
|
—
|
|
|
—
|
|
|
138
|
|
|
(650
|
)
|
|||||
Income before income taxes
|
3,244
|
|
|
311
|
|
|
—
|
|
|
—
|
|
|
3,555
|
|
|||||
Income tax provision
(1)
|
1,322
|
|
|
948
|
|
|
—
|
|
|
—
|
|
|
2,270
|
|
|||||
Net income
|
$
|
1,922
|
|
|
$
|
(637
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,285
|
|
|
(1)
|
The adjustment to the
2017
income tax provision includes an
$830 million
special charge to reduce American’s deferred tax asset associated with loyalty program liabilities as a result of H.R. 1, the 2017 Tax Cuts and Jobs Act (the 2017 Tax Act), enacted in December 2017 that reduced the federal corporate income tax rate from
35%
to
21%
.
|
|
As Reported
|
|
New Revenue Standard
|
|
As Recast
|
||||||
Deferred tax asset
|
$
|
682
|
|
|
$
|
1,389
|
|
|
$
|
2,071
|
|
Air traffic liability
|
3,978
|
|
|
64
|
|
|
4,042
|
|
|||
Current loyalty program liability
|
2,791
|
|
|
384
|
|
|
3,175
|
|
|||
Noncurrent loyalty program liability
|
—
|
|
|
5,647
|
|
|
5,647
|
|
|||
Total stockholder’s equity (deficit)
|
14,594
|
|
|
(4,706
|
)
|
|
9,888
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Merger integration expenses
(1)
|
$
|
273
|
|
|
$
|
514
|
|
|
$
|
826
|
|
Fleet restructuring expenses
(2)
|
232
|
|
|
177
|
|
|
210
|
|
|||
Employee 2017 Tax Act bonus expense
(3)
|
123
|
|
|
—
|
|
|
—
|
|
|||
Labor contract expenses
(4)
|
46
|
|
|
—
|
|
|
—
|
|
|||
Mark-to-market adjustments for bankruptcy obligations
|
27
|
|
|
25
|
|
|
(53
|
)
|
|||
Other operating charges (credits), net
|
11
|
|
|
(7
|
)
|
|
68
|
|
|||
Mainline operating special items, net
|
712
|
|
|
709
|
|
|
1,051
|
|
|||
Regional operating special items, net
|
3
|
|
|
13
|
|
|
18
|
|
|||
Operating special items, net
|
715
|
|
|
722
|
|
|
1,069
|
|
|||
|
|
|
|
|
|
||||||
Debt refinancing and extinguishment charges
|
22
|
|
|
49
|
|
|
24
|
|
|||
Venezuela foreign currency losses
|
—
|
|
|
—
|
|
|
592
|
|
|||
Nonoperating special items, net
|
22
|
|
|
49
|
|
|
616
|
|
|||
|
|
|
|
|
|
||||||
Impact of the 2017 Tax Act on deferred tax assets and liabilities
|
93
|
|
|
—
|
|
|
—
|
|
|||
Release of deferred tax valuation allowance
|
—
|
|
|
—
|
|
|
(3,493
|
)
|
|||
Other tax charges
|
—
|
|
|
—
|
|
|
25
|
|
|||
Income tax special items, net
|
93
|
|
|
—
|
|
|
(3,468
|
)
|
|
(1)
|
Merger integration expenses included costs related to information technology, professional fees, re-branding of aircraft and airport facilities and training, and in 2016, also included costs related to alignment of labor union contracts, the launch of re-branded uniforms, relocation and severance, and in 2015, also included share-based compensation related to awards granted in connection with the Merger that fully vested in December 2015.
|
(2)
|
Fleet restructuring expenses, driven in part by the Merger, principally included the acceleration of depreciation, impairments, remaining lease payments and lease return costs for aircraft and related equipment grounded or expected to be grounded earlier than planned.
|
(3)
|
Employee bonus expense included costs related to the
$1,000
cash bonus and associated payroll taxes granted to mainline employees as of December 31, 2017 in recognition of the 2017 Tax Act.
|
(4)
|
Labor contract expenses primarily included one-time charges to adjust the vacation accruals for pilots and flight attendants as a result of the mid-contract pay rate adjustments effective in the second quarter of 2017.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Secured
|
|
|
|
||||
2013 Credit Facilities, variable interest rate of 3.55%, installments through 2020
(a)
|
$
|
1,825
|
|
|
$
|
1,843
|
|
2014 Credit Facilities, variable interest rate of 3.43%, installments through 2021
(a)
|
728
|
|
|
735
|
|
||
April 2016 Credit Facilities, variable interest rate of 3.57%, installments through 2023
(a)
|
990
|
|
|
1,000
|
|
||
December 2016 Credit Facilities, variable interest rate of 3.48%, installments through 2023
(a)
|
1,238
|
|
|
1,250
|
|
||
Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 3.00% to 9.75%, averaging 4.30%, maturing from 2018 to 2029
(b)
|
11,881
|
|
|
10,912
|
|
||
Equipment loans and other notes payable, fixed and variable interest rates ranging from 2.34% to 8.48%, averaging 3.29%, maturing from 2018 to 2029
(c)
|
5,259
|
|
|
5,343
|
|
||
Special facility revenue bonds, fixed interest rates ranging from 5.00% to 5.50%, maturing from 2018 to 2035
|
828
|
|
|
862
|
|
||
Other secured obligations, fixed interest rates ranging from 3.81% to 12.24%, maturing from 2018 to 2028
|
772
|
|
|
848
|
|
||
Total long-term debt and capital lease obligations
|
23,521
|
|
|
22,793
|
|
||
Less: Total unamortized debt discount, premium and issuance costs
|
227
|
|
|
216
|
|
||
Less: Current maturities
|
2,058
|
|
|
1,859
|
|
||
Long-term debt and capital lease obligations, net of current maturities
|
$
|
21,236
|
|
|
$
|
20,718
|
|
2013 Revolving Facility
|
$
|
1,200
|
|
2014 Revolving Facility
|
1,000
|
|
|
April 2016 Revolving Facility
|
300
|
|
|
Total
|
$
|
2,500
|
|
2018
|
$
|
2,098
|
|
2019
|
2,118
|
|
|
2020
|
3,563
|
|
|
2021
|
2,854
|
|
|
2022
|
1,286
|
|
|
2023 and thereafter
|
11,602
|
|
|
Total
|
$
|
23,521
|
|
|
2013 Credit Facilities
|
|
2014 Credit Facilities
|
|
April 2016 Credit Facilities
|
|
December 2016 Credit Facilities
|
||||||
|
2013 Term
Loan |
|
2013 Revolving
Facility |
|
2014 Term
Loan |
|
2014 Revolving
Facility |
|
April 2016
Term Loan |
|
April 2016
Revolving Facility |
|
December
2016 Term Loan |
Aggregate principal issued or credit facility availability
(in millions) |
$1,900
|
|
$1,200
|
|
$750
|
|
$1,000
|
|
$1,000
|
|
$300
|
|
$1,250
|
Principal outstanding or drawn (in millions)
|
$1,825
|
|
$—
|
|
$728
|
|
$—
|
|
$990
|
|
$—
|
|
$1,238
|
Maturity date
|
June 2020
|
|
October 2022
|
|
October 2021
|
|
October 2022
|
|
April 2023
|
|
October 2022
|
|
December 2023
|
LIBOR margin
|
2.00%
|
|
2.25%
|
|
2.00%
|
|
2.25%
|
|
2.00%
|
|
2.25%
|
|
2.00%
|
|
2016-3 EETCs
|
||||
|
Series AA
|
|
Series A
|
|
Series B
|
Aggregate principal issued
|
$558 million
|
|
$256 million
|
|
$193 million
|
Fixed interest rate per annum
|
3.00%
|
|
3.25%
|
|
3.75%
|
Maturity date
|
October 2028
|
|
October 2028
|
|
October 2025
|
|
2017-1 EETCs
|
||||
|
Series AA
|
|
Series A
|
|
Series B
|
Aggregate principal issued
|
$537 million
|
|
$248 million
|
|
$198 million
|
Fixed interest rate per annum
|
3.65%
|
|
4.00%
|
|
4.95%
|
Maturity date
|
February 2029
|
|
February 2029
|
|
February 2025
|
|
2017-2 EETCs
|
||||
|
Series AA
|
|
Series A
|
|
Series B
|
Aggregate principal issued
|
$545 million
|
|
$252 million
|
|
$221 million
|
Remaining escrowed proceeds
|
$152 million
|
|
$70 million
|
|
$61 million
|
Fixed interest rate per annum
|
3.35%
|
|
3.60%
|
|
3.70%
|
Maturity date
|
October 2029
|
|
October 2029
|
|
October 2025
|
|
2013 Credit Facilities
|
|
2014 Credit Facilities
|
|
April 2016 Credit
Facilities
|
|
December 2016
Credit Facilities
|
Frequency of Appraisals
of Appraised Collateral
|
Annual
|
|
Annual
|
|
Annual
|
|
Annual
|
LTV Requirement
|
1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)
|
|
1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)
|
|
1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)
|
|
1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)
|
LTV as of Last
Measurement Date
|
33.9%
|
|
23.1%
|
|
42.7%
|
|
59.0%
|
Collateral Description
|
Generally, certain slots, route authorities, and airport gate leasehold rights used by American to operate all services between the U.S. and South America
|
|
Generally, certain slots, route authorities and airport gate leasehold rights used by American to operate certain services between the U.S. and London Heathrow
|
|
Generally, certain spare parts
|
|
Generally, certain Ronald Reagan Washington National Airport (DCA) slots, certain La Guardia Airport (LGA) slots, certain simulators and certain leasehold rights
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current income tax provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State and Local
|
24
|
|
|
10
|
|
|
15
|
|
|||
Current income tax provision
|
24
|
|
|
10
|
|
|
15
|
|
|||
Deferred income tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
1,235
|
|
|
1,559
|
|
|
(3,407
|
)
|
|||
State and Local
|
63
|
|
|
93
|
|
|
(60
|
)
|
|||
Deferred income tax provision (benefit)
|
1,298
|
|
|
1,652
|
|
|
(3,467
|
)
|
|||
Total income tax provision (benefit)
|
$
|
1,322
|
|
|
$
|
1,662
|
|
|
$
|
(3,452
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Statutory income tax provision
|
$
|
1,135
|
|
|
$
|
1,555
|
|
|
$
|
1,635
|
|
State income tax provision, net of federal tax effect
|
54
|
|
|
67
|
|
|
71
|
|
|||
Book expenses not deductible for tax purposes
|
30
|
|
|
32
|
|
|
55
|
|
|||
Bankruptcy administration expenses
|
1
|
|
|
1
|
|
|
3
|
|
|||
2017 Tax Act
|
93
|
|
|
—
|
|
|
—
|
|
|||
Change in valuation allowance
|
4
|
|
|
(1
|
)
|
|
(5,216
|
)
|
|||
Other, net
|
5
|
|
|
8
|
|
|
—
|
|
|||
Income tax provision (benefit)
|
$
|
1,322
|
|
|
$
|
1,662
|
|
|
$
|
(3,452
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Operating loss carryforwards
|
$
|
2,409
|
|
|
$
|
4,087
|
|
Pensions
|
1,549
|
|
|
2,595
|
|
||
Loyalty program liability
|
420
|
|
|
485
|
|
||
Alternative minimum tax (AMT) credit carryforwards
|
457
|
|
|
456
|
|
||
Postretirement benefits other than pensions
|
170
|
|
|
291
|
|
||
Rent expense
|
160
|
|
|
256
|
|
||
Gains from lease transactions
|
107
|
|
|
213
|
|
||
Reorganization items
|
35
|
|
|
53
|
|
||
Other
|
638
|
|
|
911
|
|
||
Total deferred tax assets
|
5,945
|
|
|
9,347
|
|
||
Valuation allowance
|
(25
|
)
|
|
(13
|
)
|
||
Net deferred tax assets
|
5,920
|
|
|
9,334
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Accelerated depreciation and amortization
|
(4,999
|
)
|
|
(7,101
|
)
|
||
Other
|
(274
|
)
|
|
(335
|
)
|
||
Total deferred tax liabilities
|
(5,273
|
)
|
|
(7,436
|
)
|
||
Net deferred tax asset
|
$
|
647
|
|
|
$
|
1,898
|
|
•
|
Level 1 – Observable inputs such as quoted prices in active markets;
|
•
|
Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
|
•
|
Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
|
Fair Value Measurements as of December 31, 2017
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Short-term investments
(1) (2)
:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
186
|
|
|
$
|
186
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate obligations
|
1,620
|
|
|
—
|
|
|
1,620
|
|
|
—
|
|
||||
Bank notes/certificates of deposit/time deposits
|
2,662
|
|
|
—
|
|
|
2,662
|
|
|
—
|
|
||||
Repurchase agreements
|
300
|
|
|
—
|
|
|
300
|
|
|
—
|
|
||||
|
4,768
|
|
|
186
|
|
|
4,582
|
|
|
—
|
|
||||
Restricted cash and short-term investments
(1)
|
318
|
|
|
108
|
|
|
210
|
|
|
—
|
|
||||
Total
|
$
|
5,086
|
|
|
$
|
294
|
|
|
$
|
4,792
|
|
|
$
|
—
|
|
|
(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)
|
All short-term investments are classified as available-for-sale and stated at fair value. American’s short-term investments mature in one year or less except for
$700 million
of bank notes/certificates of deposit/time deposits and
$341 million
of corporate obligations.
|
|
Fair Value Measurements as of December 31, 2016
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Short-term investments
(1)
(2)
:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
587
|
|
|
$
|
587
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate obligations
|
2,550
|
|
|
—
|
|
|
2,550
|
|
|
—
|
|
||||
Bank notes/certificates of deposit/time deposits
|
2,897
|
|
|
—
|
|
|
2,897
|
|
|
—
|
|
||||
|
6,034
|
|
|
587
|
|
|
5,447
|
|
|
—
|
|
||||
Restricted cash and short-term investments
(1)
|
638
|
|
|
638
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
6,672
|
|
|
$
|
1,225
|
|
|
$
|
5,447
|
|
|
$
|
—
|
|
|
(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)
|
All short-term investments are classified as available-for-sale and stated at fair value. American’s short-term investments mature in one year or less except for
$385 million
of bank notes/certificates of deposit/time deposits and
$230 million
of corporate obligations.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Long-term debt, including current maturities
|
$
|
23,294
|
|
|
$
|
24,029
|
|
|
$
|
22,577
|
|
|
$
|
23,181
|
|
|
Pension Benefits
|
|
Retiree Medical and
Other Postretirement Benefits
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
Benefit obligation at beginning of period
|
$
|
17,148
|
|
|
$
|
16,310
|
|
|
$
|
990
|
|
|
$
|
1,129
|
|
Service cost
|
2
|
|
|
2
|
|
|
4
|
|
|
3
|
|
||||
Interest cost
|
717
|
|
|
746
|
|
|
39
|
|
|
47
|
|
||||
Actuarial (gain) loss
(1) (2)
|
1,007
|
|
|
725
|
|
|
49
|
|
|
(104
|
)
|
||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Settlements
|
(4
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit payments
|
(723
|
)
|
|
(633
|
)
|
|
(80
|
)
|
|
(92
|
)
|
||||
Other
|
28
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||
Benefit obligation at end of period
|
$
|
18,175
|
|
|
$
|
17,148
|
|
|
$
|
1,010
|
|
|
$
|
990
|
|
|
Pension Benefits
|
|
Retiree Medical and
Other Postretirement Benefits
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
Fair value of plan assets at beginning of period
|
$
|
9,968
|
|
|
$
|
9,660
|
|
|
$
|
266
|
|
|
$
|
253
|
|
Actual return on plan assets
|
1,788
|
|
|
911
|
|
|
37
|
|
|
22
|
|
||||
Employer contributions
(3)
|
286
|
|
|
32
|
|
|
72
|
|
|
83
|
|
||||
Settlements
|
(4
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit payments
|
(723
|
)
|
|
(633
|
)
|
|
(80
|
)
|
|
(92
|
)
|
||||
Other
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of period
|
$
|
11,340
|
|
|
$
|
9,968
|
|
|
$
|
295
|
|
|
$
|
266
|
|
Funded status at end of period
|
$
|
(6,835
|
)
|
|
$
|
(7,180
|
)
|
|
$
|
(715
|
)
|
|
$
|
(724
|
)
|
|
(1)
|
The
December 31, 2017
and
2016
pension actuarial loss primarily relates to weighted average discount rate assumption changes and changes to American’s mortality assumptions.
|
(2)
|
The
December 31, 2017
retiree medical and other postretirement benefits actuarial (gain) loss primarily relates to plan experience adjustments, weighted average discount rate assumption changes and changes to American’s mortality assumptions and as of
December 31, 2016
, also includes medical trend and cost assumption changes.
|
(3)
|
During 2017, American contributed
$286 million
to its defined benefit pension plans, including supplemental contributions of
$261 million
in addition to a
$25 million
minimum required cash contribution.
|
|
Pension Benefits
|
|
Retiree Medical and
Other Postretirement Benefits
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
As of December 31,
|
|
||||||||||||||
Current liability
|
$
|
10
|
|
|
$
|
7
|
|
|
$
|
88
|
|
|
$
|
97
|
|
Noncurrent liability
|
6,825
|
|
|
7,173
|
|
|
627
|
|
|
627
|
|
||||
Total liabilities
|
$
|
6,835
|
|
|
$
|
7,180
|
|
|
$
|
715
|
|
|
$
|
724
|
|
Net actuarial loss (gain)
|
$
|
5,337
|
|
|
$
|
5,472
|
|
|
$
|
(388
|
)
|
|
$
|
(429
|
)
|
Prior service cost (benefit)
|
159
|
|
|
188
|
|
|
(600
|
)
|
|
(837
|
)
|
||||
Total accumulated other comprehensive loss (income), pre-tax
|
$
|
5,496
|
|
|
$
|
5,660
|
|
|
$
|
(988
|
)
|
|
$
|
(1,266
|
)
|
|
Pension Benefits
|
|
Retiree Medical and
Other Postretirement Benefits
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
Projected benefit obligation
|
$
|
18,144
|
|
|
$
|
17,119
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accumulated benefit obligation (ABO)
|
18,135
|
|
|
17,108
|
|
|
—
|
|
|
—
|
|
||||
Accumulated postretirement benefit obligation
|
—
|
|
|
—
|
|
|
1,010
|
|
|
990
|
|
||||
Fair value of plan assets
|
11,307
|
|
|
9,936
|
|
|
295
|
|
|
266
|
|
||||
ABO less fair value of plan assets
|
6,828
|
|
|
7,172
|
|
|
—
|
|
|
—
|
|
|
Pension Benefits
|
|
Retiree Medical and
Other Postretirement Benefits
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Defined benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
717
|
|
|
746
|
|
|
733
|
|
|
39
|
|
|
47
|
|
|
50
|
|
||||||
Expected return on assets
|
(786
|
)
|
|
(747
|
)
|
|
(848
|
)
|
|
(21
|
)
|
|
(20
|
)
|
|
(19
|
)
|
||||||
Settlements
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost (benefit)
|
28
|
|
|
28
|
|
|
28
|
|
|
(237
|
)
|
|
(240
|
)
|
|
(243
|
)
|
||||||
Unrecognized net loss (gain)
|
144
|
|
|
125
|
|
|
111
|
|
|
(23
|
)
|
|
(16
|
)
|
|
(9
|
)
|
||||||
Net periodic benefit cost (income)
|
106
|
|
|
154
|
|
|
26
|
|
|
(238
|
)
|
|
(226
|
)
|
|
(218
|
)
|
||||||
Defined contribution plan cost
|
844
|
|
|
761
|
|
|
657
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||||
Total cost (income)
|
$
|
950
|
|
|
$
|
915
|
|
|
$
|
683
|
|
|
$
|
(238
|
)
|
|
$
|
(226
|
)
|
|
$
|
(218
|
)
|
|
Pension Benefits
|
|
Retiree Medical and
Other Postretirement Benefits
|
||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Benefit obligations:
|
|
|
|
|
|
|
|
Weighted average discount rate
|
3.80%
|
|
4.30%
|
|
3.60%
|
|
4.10%
|
|
Pension Benefits
|
|
Retiree Medical and
Other Postretirement Benefits
|
||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
Net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average discount rate
|
4.30%
|
|
4.70%
|
|
4.30%
|
|
4.10%
|
|
4.42%
|
|
4.00%
|
Weighted average expected rate of return on plan assets
|
8.00%
|
|
8.00%
|
|
8.00%
|
|
8.00%
|
|
8.00%
|
|
8.00%
|
Weighted average health care cost trend rate assumed for next year
(1)
|
N/A
|
|
N/A
|
|
N/A
|
|
4.19%
|
|
4.25%
|
|
5.21%
|
|
(1)
|
The weighted average health care cost trend rate at
December 31, 2017
is assumed to decline gradually to
3.76%
by 2025 and remain level thereafter.
|
|
1% Increase
|
|
1% Decrease
|
||||
Increase (decrease) on 2017 service and interest cost
|
$
|
2
|
|
|
$
|
(2
|
)
|
Increase (decrease) on benefit obligation as of December 31, 2017
|
54
|
|
|
(51
|
)
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023-2027
|
||||||||||||
Pension benefits
|
$
|
712
|
|
|
$
|
750
|
|
|
$
|
795
|
|
|
$
|
839
|
|
|
$
|
879
|
|
|
$
|
4,951
|
|
Retiree medical and other postretirement benefits
|
96
|
|
|
92
|
|
|
80
|
|
|
75
|
|
|
70
|
|
|
314
|
|
Asset Class/Sub-Class
|
Allowed Range
|
Equity
|
65% - 90%
|
Public:
|
|
U.S. Large
|
20% - 50%
|
U.S. Small/Mid
|
0% - 10%
|
International
|
17% - 27%
|
Emerging Markets
|
5% - 11%
|
Alternative Investments
|
5% - 20%
|
Fixed Income
|
15% - 40%
|
Public:
|
|
U.S. Long Duration
|
15% - 30%
|
High Yield and Emerging Markets
|
0% - 10%
|
Private Income
|
0% - 10%
|
Other
|
0% - 5%
|
Cash Equivalents
|
0% - 5%
|
|
Fair Value Measurements as of December 31, 2017
|
||||||||||||||
Asset Category
|
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
International markets
(a) (b)
|
3,837
|
|
|
—
|
|
|
—
|
|
|
3,837
|
|
||||
Large-cap companies
(b)
|
2,451
|
|
|
—
|
|
|
—
|
|
|
2,451
|
|
||||
Mid-cap companies
(b)
|
744
|
|
|
—
|
|
|
—
|
|
|
744
|
|
||||
Small-cap companies
(b)
|
125
|
|
|
—
|
|
|
—
|
|
|
125
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
(c)
|
—
|
|
|
2,344
|
|
|
—
|
|
|
2,344
|
|
||||
Government securities
(d)
|
—
|
|
|
238
|
|
|
—
|
|
|
238
|
|
||||
U.S. municipal securities
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
||||
Alternative instruments:
|
|
|
|
|
|
|
|
||||||||
Private equity partnerships
(e)
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
||||
Private equity partnerships measured at net asset value
(e) (g)
|
—
|
|
|
—
|
|
|
—
|
|
|
879
|
|
||||
Common/collective trusts
(f)
|
—
|
|
|
315
|
|
|
—
|
|
|
315
|
|
||||
Common/collective trusts and 103-12 Investment Trust measured at net asset value
(f) (g)
|
—
|
|
|
—
|
|
|
—
|
|
|
283
|
|
||||
Insurance group annuity contracts
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Dividend and interest receivable
|
44
|
|
|
—
|
|
|
—
|
|
|
44
|
|
||||
Due to/from brokers for sale of securities – net
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Other liabilities – net
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||
Total
|
$
|
7,226
|
|
|
$
|
2,936
|
|
|
$
|
16
|
|
|
$
|
11,340
|
|
|
a)
|
Holdings are diversified as follows:
17%
United Kingdom,
11%
Japan,
9%
France,
6%
Switzerland,
16%
emerging markets and the remaining
41%
with no concentration greater than 5% in any one country.
|
b)
|
There are no significant concentrations of holdings by company or industry.
|
c)
|
Includes approximately
76%
investments in corporate debt with a S&P rating lower than A and
24%
investments in corporate debt with a S&P rating A or higher. Holdings include
85%
U.S. companies,
12%
international companies and
3%
emerging market companies.
|
d)
|
Includes approximately
27%
investments in U.S. domestic government securities,
43%
in emerging market government securities and
30%
in international government securities. There are no significant foreign currency risks within this classification.
|
e)
|
Includes limited partnerships that invest primarily in U.S. (
94%
) and European (
6%
) buyout opportunities of a range of privately held companies. The pension plan’s master trust does not have the right to redeem its limited partnership investment at its net asset value, but rather receives distributions as the underlying assets are liquidated. It is estimated that the underlying assets of these funds will be gradually liquidated over the next
one
to
ten years
. Additionally, the pension plan’s master trust has future funding commitments of approximately
$903 million
over the next
ten years
.
|
f)
|
Investment includes
42%
in a collective interest trust investing primarily in short-term securities,
40%
in an emerging market 103-12 Investment Trust with investments in emerging country equity securities,
10%
in Canadian segregated balanced value, income growth and diversified pooled funds and
8%
in a common/collective trust investing in securities of smaller companies located outside the U.S., including developing markets. For some trusts, requests for withdrawals must meet specific requirements with advance notice of redemption preferred.
|
g)
|
Certain investments that are measured using net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the notes to the consolidated financial statements.
|
|
Fair Value Measurements as of December 31, 2016
|
||||||||||||||
Asset Category
|
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
573
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
573
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
International markets
(a) (b)
|
3,232
|
|
|
—
|
|
|
—
|
|
|
3,232
|
|
||||
Large-cap companies
(b)
|
2,253
|
|
|
—
|
|
|
—
|
|
|
2,253
|
|
||||
Mid-cap companies
(b)
|
371
|
|
|
—
|
|
|
—
|
|
|
371
|
|
||||
Small-cap companies
(b)
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
(c)
|
—
|
|
|
2,337
|
|
|
—
|
|
|
2,337
|
|
||||
Government securities
(d)
|
—
|
|
|
150
|
|
|
—
|
|
|
150
|
|
||||
U.S. municipal securities
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||
Alternative instruments:
|
|
|
|
|
|
|
|
||||||||
Private equity partnerships
(e)
|
—
|
|
|
—
|
|
|
21
|
|
|
21
|
|
||||
Private equity partnerships measured at net asset value
(e) (g)
|
—
|
|
|
—
|
|
|
—
|
|
|
703
|
|
||||
Common/collective trusts
(f)
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
||||
Common/collective trusts and 103-12 Investment Trust measured at net asset value
(f) (g)
|
—
|
|
|
—
|
|
|
—
|
|
|
227
|
|
||||
Insurance group annuity contracts
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Dividend and interest receivable
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||
Due to/from brokers for sale of securities – net
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||
Other liabilities – net
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||
Total
|
$
|
6,459
|
|
|
$
|
2,556
|
|
|
$
|
23
|
|
|
$
|
9,968
|
|
|
a)
|
Holdings are diversified as follows:
15%
United Kingdom,
12%
Japan,
10%
France,
7%
Switzerland,
6%
Netherlands,
17%
other emerging markets and the remaining
33%
with no concentration greater than 5% in any one country.
|
b)
|
There are no significant concentrations of holdings by company or industry.
|
c)
|
Includes approximately
74%
investments in corporate debt with a S&P rating lower than A and
26%
investments in corporate debt with a S&P rating A or higher. Holdings include
86%
U.S. companies,
12%
international companies and
2%
emerging market companies.
|
d)
|
Includes approximately
61%
investments in U.S. domestic government securities and
39%
in emerging market government securities. There are no significant foreign currency risks within this classification.
|
e)
|
Includes limited partnerships that invest primarily in U.S. (
95%
) and European (
5%
) buyout opportunities of a range of privately held companies. The pension plan’s master trust does not have the right to redeem its limited partnership investment at its net asset value, but rather receives distributions as the underlying assets are liquidated. It is estimated that the underlying assets of these funds will be gradually liquidated over the next
one
to
ten years
. Additionally, the pension plan’s master trust has future funding commitments of approximately
$456 million
over the next
ten years
.
|
f)
|
Investment includes
73%
in an emerging market 103-12 Investment Trust with investments in emerging country equity securities,
12%
in Canadian segregated balanced value, income growth and diversified pooled funds and
15%
in a common/collective trust investing in securities of smaller companies located outside the U.S., including developing markets. Requests for withdrawals must meet specific requirements with advance notice of redemption preferred.
|
g)
|
Certain investments that are measured using net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the notes to the consolidated financial statements.
|
|
Private Equity
Partnerships
|
|
Insurance Group
Annuity Contracts
|
||||
Beginning balance at December 31, 2016
|
$
|
21
|
|
|
$
|
2
|
|
Actual loss on plan assets:
|
|
|
|
||||
Relating to assets still held at the reporting date
|
(4
|
)
|
|
—
|
|
||
Purchases
|
1
|
|
|
—
|
|
||
Sales
|
(1
|
)
|
|
—
|
|
||
Transfers out
|
(3
|
)
|
|
—
|
|
||
Ending balance at December 31, 2017
|
$
|
14
|
|
|
$
|
2
|
|
|
Private Equity
Partnerships
|
|
Insurance Group
Annuity Contracts
|
||||
Beginning balance at December 31, 2015
|
$
|
16
|
|
|
$
|
2
|
|
Actual return on plan assets:
|
|
|
|
||||
Relating to assets sold during the period
|
7
|
|
|
—
|
|
||
Purchases
|
7
|
|
|
—
|
|
||
Sales
|
(9
|
)
|
|
—
|
|
||
Ending balance at December 31, 2016
|
$
|
21
|
|
|
$
|
2
|
|
|
Fair Value Measurements as of December 31, 2017
|
||||||||||||||
Asset Category
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Money market fund
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Mutual funds – AAL Class
|
—
|
|
|
290
|
|
|
—
|
|
|
290
|
|
||||
Total
|
$
|
5
|
|
|
$
|
290
|
|
|
$
|
—
|
|
|
$
|
295
|
|
|
Fair Value Measurements as of December 31, 2016
|
||||||||||||||
Asset Category
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Money market fund
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Mutual funds – Institutional Class
|
261
|
|
|
—
|
|
|
—
|
|
|
261
|
|
||||
Total
|
$
|
266
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
266
|
|
|
Pension,
Retiree Medical and Other Postretirement Benefits |
|
Unrealized Gain (Loss) on Investments
|
|
Income
Tax Benefit (Provision) (1) |
|
Total
|
||||||||
Balance at December 31, 2015
|
$
|
(3,831
|
)
|
|
$
|
(9
|
)
|
|
$
|
(991
|
)
|
|
$
|
(4,831
|
)
|
Other comprehensive income (loss) before reclassifications
|
(461
|
)
|
|
9
|
|
|
166
|
|
|
(286
|
)
|
||||
Amounts reclassified from AOCI
|
(102
|
)
|
|
—
|
|
|
37
|
|
(2)
|
(65
|
)
|
||||
Net current-period other comprehensive income (loss)
|
(563
|
)
|
|
9
|
|
|
203
|
|
|
(351
|
)
|
||||
Balance at December 31, 2016
|
(4,394
|
)
|
|
—
|
|
|
(788
|
)
|
|
(5,182
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
(27
|
)
|
|
(1
|
)
|
|
14
|
|
|
(14
|
)
|
||||
Amounts reclassified from AOCI
|
(87
|
)
|
|
—
|
|
|
32
|
|
(2)
|
(55
|
)
|
||||
Net current-period other comprehensive income (loss)
|
(114
|
)
|
|
(1
|
)
|
|
46
|
|
|
(69
|
)
|
||||
Balance at December 31, 2017
|
$
|
(4,508
|
)
|
|
$
|
(1
|
)
|
|
$
|
(742
|
)
|
|
$
|
(5,251
|
)
|
|
(1)
|
Relates principally to pension, retiree medical and other postretirement benefits obligations that will not be recognized in net income until the obligations are fully extinguished.
|
(2)
|
Relates to pension, retiree medical and other postretirement benefits obligations and is recognized within the income tax provision on the consolidated statement of operations.
|
|
Amount reclassified from AOCI
|
|
Affected line items on the
consolidated statement of
operations
|
||||||
|
Year Ended December 31,
|
|
|||||||
AOCI Components
|
2017
|
|
2016
|
|
|||||
Amortization of pension, retiree medical and other postretirement benefits:
|
|
|
|
|
|
||||
Prior service benefit
|
$
|
(132
|
)
|
|
$
|
(134
|
)
|
|
Salaries, wages and benefits
|
Actuarial loss
|
77
|
|
|
69
|
|
|
Salaries, wages and benefits
|
||
Total reclassifications for the period, net of tax
|
$
|
(55
|
)
|
|
$
|
(65
|
)
|
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023 and Thereafter
|
|
Total
|
||||||||||||||
Payments for aircraft commitments and certain engines
(1)
|
$
|
1,826
|
|
|
$
|
2,730
|
|
|
$
|
2,730
|
|
|
$
|
2,858
|
|
|
$
|
2,138
|
|
|
$
|
1,482
|
|
|
$
|
13,764
|
|
|
(1)
|
These amounts are net of purchase deposits currently held by the manufacturers and include all commitments for regional aircraft. American has granted a security interest in its purchase deposits with Boeing. American’s purchase deposits held by all manufacturers totaled
$1.2 billion
as of
December 31, 2017
.
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023 and Thereafter
|
|
Total
|
||||||||||||||
Future minimum lease payments
|
$
|
2,178
|
|
|
$
|
1,966
|
|
|
$
|
1,776
|
|
|
$
|
1,331
|
|
|
$
|
1,155
|
|
|
$
|
3,253
|
|
|
$
|
11,659
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023 and Thereafter
|
|
Total
|
||||||||||||||
Minimum fixed obligations under capacity purchase agreements with third-party regional carriers
(1)
|
$
|
1,457
|
|
|
$
|
1,311
|
|
|
$
|
1,063
|
|
|
$
|
866
|
|
|
$
|
699
|
|
|
$
|
2,073
|
|
|
$
|
7,469
|
|
|
(1)
|
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 American’s actual payments could differ materially. These obligations also include the portion of American’s future obligations representing the lease of aircraft for accounting purposes in the amount of approximately
$377 million
in
2018
,
$355 million
in
2019
,
$320 million
in
2020
,
$282 million
in
2021
,
$239 million
in
2022
and
$699 million
in
2023 and thereafter
.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Equity investment
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Settlement of bankruptcy obligations
|
15
|
|
|
3
|
|
|
63
|
|
|||
Capital lease obligations
|
—
|
|
|
—
|
|
|
5
|
|
|||
Supplemental information:
|
|
|
|
|
|
||||||
Interest paid, net
|
942
|
|
|
867
|
|
|
787
|
|
|||
Income taxes paid
|
18
|
|
|
14
|
|
|
19
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
DOT Domestic
|
$
|
29,600
|
|
|
$
|
28,603
|
|
|
$
|
28,709
|
|
DOT Latin America
|
5,422
|
|
|
4,995
|
|
|
5,539
|
|
|||
DOT Atlantic
|
5,059
|
|
|
4,769
|
|
|
5,146
|
|
|||
DOT Pacific
|
2,114
|
|
|
1,796
|
|
|
1,544
|
|
|||
Total operating revenues
|
$
|
42,195
|
|
|
$
|
40,163
|
|
|
$
|
40,938
|
|
|
Number of Shares
|
|
Weighted
Average Grant
Date Fair
Value
|
|||
|
(In thousands)
|
|
|
|||
Outstanding at December 31, 2014
|
21,342
|
|
|
$
|
26.43
|
|
Granted
|
2,213
|
|
|
46.62
|
|
|
Vested and released
|
(17,163
|
)
|
|
25.20
|
|
|
Forfeited
|
(785
|
)
|
|
27.12
|
|
|
Outstanding at December 31, 2015
|
5,607
|
|
|
$
|
38.08
|
|
Granted
|
2,655
|
|
|
41.34
|
|
|
Vested and released
|
(2,754
|
)
|
|
34.83
|
|
|
Forfeited
|
(321
|
)
|
|
40.15
|
|
|
Outstanding at December 31, 2016
|
5,187
|
|
|
$
|
41.48
|
|
Granted
|
2,309
|
|
|
48.58
|
|
|
Vested and released
|
(2,708
|
)
|
|
39.63
|
|
|
Forfeited
|
(464
|
)
|
|
44.48
|
|
|
Outstanding at December 31, 2017
|
4,324
|
|
|
$
|
46.94
|
|
|
Balance at Beginning of Year
|
|
Changes Charged to Statement of Operations Accounts
|
|
Write-offs
(Net of Recoveries)
|
|
Sales, Retirements and Transfers
|
|
Balance at End of Year
|
||||||||||
Allowance for obsolescence of spare parts
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2017
|
$
|
720
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
(21
|
)
|
|
$
|
717
|
|
Year ended December 31, 2016
|
689
|
|
|
28
|
|
|
—
|
|
|
3
|
|
|
720
|
|
|||||
Year ended December 31, 2015
|
638
|
|
|
42
|
|
|
—
|
|
|
9
|
|
|
689
|
|
|||||
Allowance for uncollectible accounts
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2017
|
$
|
35
|
|
|
$
|
41
|
|
|
$
|
(55
|
)
|
|
$
|
—
|
|
|
$
|
21
|
|
Year ended December 31, 2016
|
37
|
|
|
47
|
|
|
(49
|
)
|
|
—
|
|
|
35
|
|
|||||
Year ended December 31, 2015
|
14
|
|
|
45
|
|
|
(22
|
)
|
|
—
|
|
|
37
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
9,621
|
|
|
$
|
11,102
|
|
|
$
|
10,875
|
|
|
$
|
10,597
|
|
Operating expenses
|
9,017
|
|
|
9,575
|
|
|
9,650
|
|
|
9,921
|
|
||||
Operating income
|
604
|
|
|
1,527
|
|
|
1,225
|
|
|
676
|
|
||||
Net income
|
263
|
|
|
827
|
|
|
649
|
|
|
183
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
9,427
|
|
|
$
|
10,360
|
|
|
$
|
10,591
|
|
|
$
|
9,786
|
|
Operating expenses
|
8,104
|
|
|
8,603
|
|
|
9,159
|
|
|
8,995
|
|
||||
Operating income
|
1,323
|
|
|
1,757
|
|
|
1,432
|
|
|
791
|
|
||||
Net income
|
710
|
|
|
972
|
|
|
758
|
|
|
341
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
AAG
(1)
|
$
|
10,968
|
|
|
$
|
8,981
|
|
AAG’s wholly-owned subsidiaries
(2)
|
(2,146
|
)
|
|
(2,171
|
)
|
||
Total
|
$
|
8,822
|
|
|
$
|
6,810
|
|
|
(1)
|
The increase in American’s net related party receivable from AAG is primarily due to American providing the cash funding for AAG’s share repurchase and dividend programs.
|
(2)
|
The net payable to AAG’s wholly-owned subsidiaries consists primarily of amounts due under regional capacity purchase agreements with AAG’s wholly-owned regional airlines operating under the brand name of American Eagle.
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of AAG or American, respectively;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of AAG or American are being made only in accordance with authorizations of management and directors of AAG or American, respectively; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of AAG’s or American’s assets that could have a material effect on the financial statements.
|
|
Page
|
|
Page
|
Exhibit
Number
|
Description
|
2.1
|
|
2.2
|
|
2.3
|
|
2.4
|
|
2.5
|
|
2.6
|
|
3.1
|
|
3.2
|
|
3.3
|
|
3.4
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
4.5
|
|
4.6
|
Exhibit
Number
|
Description
|
4.7
|
|
4.8
|
|
4.9
|
|
4.10
|
|
4.11
|
|
4.12
|
|
4.13
|
|
4.14
|
|
4.15
|
|
4.16
|
|
4.17
|
|
4.18
|
|
4.19
|
|
4.20
|
Exhibit
Number
|
Description
|
4.21
|
|
4.22
|
|
4.23
|
|
4.24
|
|
4.25
|
|
4.26
|
|
4.27
|
|
4.28
|
|
4.29
|
|
4.30
|
|
4.31
|
|
4.32
|
|
4.33
|
Exhibit
Number
|
Description
|
4.34
|
|
4.35
|
|
4.36
|
|
4.37
|
|
4.38
|
|
4.39
|
|
4.40
|
|
4.41
|
|
4.42
|
|
4.43
|
|
4.44
|
|
4.45
|
|
4.46
|
|
4.47
|
|
4.48
|
|
4.49
|
Exhibit
Number
|
Description
|
4.50
|
|
4.51
|
|
4.52
|
|
4.53
|
|
4.54
|
|
4.55
|
|
4.56
|
|
4.57
|
|
4.58
|
|
4.59
|
|
4.60
|
|
4.61
|
|
4.62
|
|
4.63
|
Exhibit
Number
|
Description
|
4.64
|
|
4.65
|
|
4.66
|
|
4.67
|
|
4.68
|
|
4.69
|
|
4.70
|
|
4.71
|
|
4.72
|
|
4.73
|
|
4.74
|
|
4.75
|
|
4.76
|
Exhibit
Number
|
Description
|
4.77
|
|
4.78
|
|
4.79
|
|
4.80
|
|
4.81
|
|
4.82
|
|
4.83
|
|
4.84
|
|
4.85
|
|
4.86
|
|
4.87
|
|
4.88
|
|
4.89
|
|
4.90
|
Exhibit
Number
|
Description
|
4.91
|
|
4.92
|
|
4.93
|
|
4.94
|
|
4.95
|
|
4.96
|
|
4.97
|
|
4.98
|
|
4.99
|
|
4.100
|
|
4.101
|
|
4.102
|
|
4.103
|
|
4.104
|
|
4.105
|
Exhibit
Number
|
Description
|
4.106
|
|
4.107
|
|
4.108
|
|
4.109
|
|
4.110
|
|
4.111
|
|
4.112
|
|
4.113
|
|
4.114
|
|
4.115
|
|
4.116
|
|
4.117
|
|
4.118
|
|
4.119
|
Exhibit
Number
|
Description
|
4.120
|
|
4.121
|
|
4.122
|
|
4.123
|
|
4.124
|
|
4.125
|
|
4.126
|
|
4.127
|
|
4.128
|
|
4.129
|
|
4.130
|
|
4.131
|
|
4.132
|
|
4.133
|
Exhibit
Number
|
Description
|
4.134
|
|
4.135
|
|
4.136
|
|
4.137
|
|
4.138
|
|
4.139
|
|
4.140
|
|
4.141
|
|
4.142
|
|
4.143
|
|
4.144
|
|
4.145
|
|
4.146
|
|
4.147
|
|
4.148
|
Exhibit
Number
|
Description
|
4.149
|
|
4.150
|
|
4.151
|
|
4.152
|
|
4.153
|
|
4.154
|
|
4.155
|
|
4.156
|
|
4.157
|
|
4.158
|
|
4.159
|
|
4.160
|
|
4.161
|
|
4.162
|
|
4.163
|
Exhibit
Number
|
Description
|
4.164
|
|
4.165
|
|
4.166
|
|
4.167
|
|
4.168
|
|
4.169
|
|
4.170
|
|
4.171
|
|
4.172
|
|
4.173
|
|
4.174
|
|
4.175
|
|
4.176
|
|
4.177
|
|
4.178
|
Exhibit
Number
|
Description
|
4.179
|
|
4.180
|
|
4.181
|
|
4.182
|
|
4.183
|
|
4.184
|
|
4.185
|
|
4.186
|
|
4.187
|
|
4.188
|
|
4.189
|
|
4.190
|
|
4.191
|
Exhibit
Number
|
Description
|
4.192
|
|
4.193
|
|
4.194
|
|
4.195
|
|
4.196
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
10.6
|
|
10.7
|
Exhibit
Number
|
Description
|
10.8
|
|
10.9
|
|
10.10
|
|
10.11
|
|
10.12
|
|
10.13
|
|
10.14
|
|
10.15
|
|
10.16
|
|
10.17
|
|
10.18
|
|
10.19
|
|
10.20
|
Exhibit
Number
|
Description
|
10.21
|
|
10.22
|
|
10.23
|
|
10.24
|
|
10.25
|
|
10.26
|
|
10.27
|
|
10.28
|
|
10.29
|
|
10.30
|
|
10.31
|
|
10.32
|
|
10.33
|
|
10.34
|
|
10.35
|
|
10.36
|
Exhibit
Number
|
Description
|
10.37
|
|
10.38
|
|
10.39
|
|
10.40
|
|
10.41
|
|
10.42
|
|
10.43
|
|
10.44
|
|
10.45
|
|
10.46
|
|
10.47
|
|
10.48
|
|
10.49
|
|
10.50
|
Exhibit
Number
|
Description
|
10.51
|
|
10.52
|
|
10.53
|
|
10.54
|
|
10.55
|
|
10.56
|
|
10.57
|
|
10.58
|
|
10.59
|
|
10.60
|
|
10.61
|
|
10.62
|
|
10.63
|
|
10.64
|
|
10.65
|
Exhibit
Number
|
Description
|
10.66
|
|
10.67
|
|
10.68
|
|
10.69
|
|
10.70
|
|
10.71
|
|
10.72
|
|
10.73
|
|
10.74
|
|
10.75
|
|
10.76
|
|
10.77
|
|
10.78
|
|
10.79
|
|
10.80
|
|
10.81
|
|
10.82
|
|
10.83
|
|
10.84
|
|
10.85
|
|
10.86
|
Exhibit
Number
|
Description
|
10.87
|
|
10.88
|
|
12.1
|
|
12.2
|
|
14.1
|
|
21.1
|
|
23.1
|
|
24.1
|
|
31.1
|
|
31.2
|
|
31.3
|
|
31.4
|
|
32.1
|
|
32.2
|
|
101.1
|
Interactive data files pursuant to Rule 405 of Regulation S-T.
|
|
#
|
|
Pursuant to Item 601(b)(2) of Regulation S-K promulgated by the Securities and Exchange Commission, certain exhibits and schedules to this agreement have been omitted. Such exhibits and schedules are described in the referenced agreement. AAG and American hereby agree to furnish to the Securities and Exchange Commission, upon its request, any or all of such omitted exhibits or schedules.
|
|||
*
|
|
Confidential treatment has been granted with respect to certain portions of this agreement.
|
|||
**
|
|
Confidential treatment has been requested with respect to certain portions of this agreement.
|
|||
†
|
|
Management contract or compensatory plan or arrangement.
|
|
American Airlines Group Inc.
|
|
Date: February 21, 2018
|
By:
|
/s/ W. Douglas Parker
|
|
|
W. Douglas Parker
|
|
|
Chairman and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
American Airlines, Inc.
|
|
Date: February 21, 2018
|
By:
|
/s/ W. Douglas Parker
|
|
|
W. Douglas Parker
|
|
|
Chairman and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: February 21, 2018
|
/s/ W. Douglas Parker
|
|
W. Douglas Parker
|
|
Chairman and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
Date: February 21, 2018
|
/s/ Derek J. Kerr
|
|
Derek J. Kerr
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
|
Date: February 21, 2018
|
/s/ James F. Albaugh
|
|
James F. Albaugh, Director
|
|
|
Date: February 21, 2018
|
/s/ Jeffrey D. Benjamin
|
|
Jeffrey D. Benjamin, Director
|
|
|
Date: February 21, 2018
|
/s/ John T. Cahill
|
|
John T. Cahill, Director
|
|
|
Date: February 21, 2018
|
/s/ Michael J. Embler
|
|
Michael J. Embler, Director
|
|
|
Date: February 21, 2018
|
/s/ Matthew J. Hart
|
|
Matthew J. Hart, Director
|
|
|
Date: February 21, 2018
|
/s/ Alberto Ibargüen
|
|
Alberto Ibargüen, Director
|
|
|
Date: February 21, 2018
|
/s/ Richard C. Kraemer
|
|
Richard C. Kraemer, Director
|
Date: February 21, 2018
|
/s/ Susan D. Kronick
|
|
Susan D. Kronick, Director
|
|
|
Date: February 21, 2018
|
/s/ Martin H. Nesbitt
|
|
Martin H. Nesbitt, Director
|
|
|
Date: February 21, 2018
|
/s/ Denise M. O’Leary
|
|
Denise M. O’Leary, Director
|
|
|
Date: February 21, 2018
|
/s/ Ray M. Robinson
|
|
Ray M. Robinson, Director
|
|
|
Date: February 21, 2018
|
/s/ Richard P. Schifter
|
|
Richard P. Schifter, Director
|
Date: February 21, 2018
|
/s/ W. Douglas Parker
|
|
W. Douglas Parker
|
|
Chairman and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
Date: February 21, 2018
|
/s/ Derek J. Kerr
|
|
Derek J. Kerr
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
|
Date: February 21, 2018
|
/s/ Stephen L. Johnson
|
|
Stephen L. Johnson, Director
|
|
|
Date: February 21, 2018
|
/s/ Robert D. Isom
|
|
Robert D. Isom, Director
|
|
|
|
Class of Loans
|
Applicable Margin Eurodollar Loans
|
Applicable Margin ABR Loans
|
2017 Class B Term Loans
|
2.00%
|
1.00%
|
Revolving Loans
|
N/A
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSENT (this “
Consent
”) to the First Amendment to Amended and Restated Credit and Guaranty Agreement (the “
Agreement
”), by and among American Airlines, Inc., as Borrower, American Airlines Group Inc., as Parent and a Guarantor, the lenders party thereto with a 2017 Class B Term Loan Commitment, each other lender party thereto and Citibank, N.A., as Administrative Agent and as the designated lender of 2017 Class B Term Loans. Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Agreement.
|
|||
2017 Term Lender.
The undersigned 2017 Term Lender hereby irrevocably and unconditionally approves the Agreement and consents as follows (check ONE option):
|
|||
Cashless Settlement Option
¨
to exchange 100% of the outstanding principal amount of the Class B Term Loans (i.e. Existing Term Loans) held by such 2017 Term Lender for 2017 Class B Term Loans in an equal principal amount or such lesser amount allocated to such Lender by the Administrative Agent.
|
Post-Closing Settlement Option
¨
to have 100% of the outstanding principal amount of the Class B Term Loans (i.e. Existing Term Loans) held by such 2017 Term Lender prepaid on the Effective Date and purchase by assignment 2017 Class B Term Loans in an equal principal amount or such lesser amount allocated to such Lender by the Administrative Agent.
|
||
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.
________________________________________,
as a 2017 Term Lender (type name of the legal entity)
By: _____________________________________
Name:
Title:
If a second signature is necessary:
By: _____________________________________
Name:
Title:
Name of Fund Manager (if any):__________________
Current holding amount: $__________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Bank
|
Revolving Commitment
|
LC Commitment
|
Citibank, N.A.
|
[*CTR]
|
$300,000,000
|
Bank of America, N.A.
|
[*CTR]
|
--
|
Barclays Bank PLC
|
[*CTR]
|
--
|
Credit Suisse AG, Cayman Islands Branch
|
[*CTR]
|
--
|
Deutsche Bank AG New York Branch
|
[*CTR]
|
--
|
Goldman Sachs Bank USA
|
[*CTR]
|
--
|
Industrial and Commercial Bank of China Limited, New York Branch
|
[*CTR]
|
--
|
JPMorgan Chase Bank, N.A.
|
[*CTR]
|
--
|
Morgan Stanley Bank, N.A.
|
[*CTR]
|
--
|
Morgan Stanley Senior Funding, Inc.
|
[*CTR]
|
--
|
BNP Paribas
|
[*CTR]
|
--
|
Credit Agricole Corporate and Investment Bank
|
[*CTR]
|
--
|
Standard Chartered Bank
|
[*CTR]
|
--
|
Sumitomo Mitsui Banking Corporation
|
[*CTR]
|
--
|
U.S. Bank National Association
|
[*CTR]
|
--
|
Texas Capital Bank, N.A.
|
[*CTR]
|
--
|
Total
|
[*CTR]
|
$300,000,000
|
|
|
|
Class of Loans
|
Applicable Margin
Eurodollar Loans |
Applicable Margin
ABR Loans |
2017 Replacement Term Loans
|
2.00%
|
1.00%
|
Revolving Loans
|
2.25%
|
1.25%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Bank
|
Revolving Commitment
|
LC Commitment
|
Deutsche Bank AG New York Branch
|
[*CTR]
|
$150,000,000
|
Bank of America, N.A.
|
[*CTR]
|
--
|
Barclays Bank PLC
|
[*CTR]
|
--
|
Citibank, N.A.
|
[*CTR]
|
--
|
Credit Suisse AG, Cayman Islands Branch
|
[*CTR]
|
--
|
Industrial and Commercial Bank of China Limited, New York Branch
|
[*CTR]
|
--
|
JPMorgan Chase Bank, N.A.
|
[*CTR]
|
--
|
Goldman Sachs Bank USA
|
[*CTR]
|
--
|
Goldman Sachs Lending Partners LLC
|
[*CTR]
|
--
|
Morgan Stanley Bank, N.A.
|
[*CTR]
|
--
|
Morgan Stanley Senior Funding Inc.
|
[*CTR]
|
--
|
BNP Paribas
|
[*CTR]
|
--
|
Credit Agricole Corporate and Investment Bank
|
[*CTR]
|
--
|
Standard Chartered Bank
|
[*CTR]
|
--
|
Sumitomo Mitsui Banking Corporation
|
[*CTR]
|
--
|
U.S. Bank National Association
|
[*CTR]
|
--
|
Texas Capital Bank, N.A.
|
[*CTR]
|
--
|
Total
|
$1,200,000,000
|
$150,000,000
|
|
|
|
Class of Loans
|
Applicable Margin Eurodollar Loans
|
Applicable Margin ABR Loans
|
Replacement Class B Term Loans
|
2.50%
|
1.50%
|
Revolving Loans
|
2.25%
|
1.25%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Bank
|
Revolving Commitment
|
LC Commitment
|
Bank of America, N.A.
|
[*CTR]
|
--
|
Barclays Bank PLC
|
[*CTR]
|
--
|
Citibank, N.A.
|
[*CTR]
|
--
|
Credit Suisse AG, Cayman Islands Branch
|
[
*CTR
]
|
--
|
Deutsche Bank AG New York Branch
|
[*CTR]
|
--
|
Goldman Sachs Bank USA
|
[*CTR]
|
--
|
Industrial and Commercial Bank of China Limited, New York Branch
|
[*CTR]
|
--
|
JPMorgan Chase Bank, N.A.
|
[*CTR]
|
--
|
Morgan Stanley Bank, N.A.
|
[*CTR]
|
--
|
Morgan Stanley Senior Funding Inc.
|
[*CTR]
|
--
|
BNP Paribas
|
[*CTR]
|
--
|
Credit Agricole Corporate and Investment Bank
|
[*CTR]
|
--
|
Standard Chartered Bank
|
[*CTR]
|
--
|
Sumitomo Mitsui Banking Corporation
|
[*CTR]
|
--
|
U.S. Bank National Association
|
[*CTR]
|
--
|
Texas Capital Bank, N.A.
|
[*CTR]
|
--
|
Total
|
$300,000,000
|
$0
|
|
|
|
Class of Loans
|
Applicable Margin Eurodollar Loans
|
Applicable Margin ABR Loans
|
2017 Class B Term Loans
|
2.00%
|
1.00%
|
Revolving Loans
|
2.25%
|
1.25%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSENT (this “
Consent
”) to the Third Amendment to Credit and Guaranty Agreement (the “
Agreement
”), by and among American Airlines, Inc., as Borrower, American Airlines Group Inc., as Parent and a Guarantor, the lenders party thereto with a 2017 Class B Term Loan Commitment, each other lender party thereto and Barclays Bank PLC, as Administrative Agent and as the designated lender of 2017 Class B Term Loans. Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Agreement.
|
|||
Replacement Term Lender.
The undersigned Replacement Term Lender hereby irrevocably and unconditionally approves the Agreement and consents as follows (check ONE option):
|
|||
Cashless Settlement Option
¨
to exchange 100% of the outstanding principal amount of the Replacement Class B Term Loans (i.e. Existing Term Loans) held by such Replacement Term Lender for 2017 Class B Term Loans in an equal principal amount or such lesser amount allocated to such Lender by the Administrative Agent.
|
Post-Closing Settlement Option
¨
to have 100% of the outstanding principal amount of the Replacement Class B Term Loans (i.e. Existing Term Loans) held by such Replacement Term Lender prepaid on the Effective Date and purchase by assignment 2017 Class B Term Loans in an equal principal amount or such lesser amount allocated to such Lender by the Administrative Agent.
|
||
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.
________________________________________,
as a 2017 Term Lender (type name of the legal entity)
By: ____________________________________
Name:
Title:
If a second signature is necessary:
By: ____________________________________
Name:
Title:
Name of Fund Manager (if any):__________________
Current holding amount: $__________________
|
PA 03735
|
|
SA-8, Page
1
|
|
BOEING PROPRIETARY
|
|
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
|
PA 03735
|
|
SA-8, Page
2
|
|
BOEING PROPRIETARY
|
|
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
|
AGREED AND ACCEPTED this
|
|
|
|
|
|
December 7, 2017
|
|
|
Date
|
|
|
|
|
|
THE BOEING COMPANY
|
|
AMERICAN AIRLINES, INC.
|
|
|
|
/s/ The Boeing Company
|
|
/s/ American Airlines, Inc.
|
Signature
|
|
Signature
|
|
|
|
The Boeing Company
|
|
American Airlines, Inc.
|
Printed name
|
|
Printed name
|
|
|
|
Attorney-in-Fact
|
|
Vice President and Treasurer
|
Title
|
|
Title
|
PA 03735
|
|
SA-8, Page
3
|
|
BOEING PROPRIETARY
|
|
ARTICLES
|
SA
NUMBER |
|
Article 1.
|
Quantity, Model and Description
|
|
Article 2.
|
Delivery Schedule
|
|
Article 3.
|
Price
|
|
Article 4.
|
Payment
|
|
Article 5.
|
Additional Terms
|
|
Article 6.
|
Confidentiality
|
|
TABLE
|
|
|
1R3.
|
Aircraft Information Table
|
6
|
EXHIBITS
|
|
|
AR1
|
Aircraft Configuration
|
6
|
B.
|
Aircraft Delivery Requirements and Responsibilities
|
|
C.
|
Definitions
|
|
SUPPLEMENTAL EXHIBITS
|
|
|
AE1.
|
[*CTR]
|
|
BFE1.
|
BFE Variables
|
|
CS1R1.
|
Customer Support Variables
|
4
|
EE1.
|
[*CTR]
|
|
SLP1.
|
[*CTR]
|
|
LETTER AGREEMENTS
|
|
|
LA-1106648R1
|
Special Matters
|
6
|
LA-1106649
|
[*CTR]
|
|
LA-1106650R2
|
[*CTR]
|
3
|
LA-1106651
|
[*CTR]
|
|
LA-1106652
|
Aircraft Model Substitution
|
|
LA-1106654
|
AGTA Terms Revisions for MAX
|
|
LA-1106655
|
Open Matters – 737 MAX
Withdrawn
|
6
|
LA-1106656R1
|
[*CTR]
|
1
|
LA-1106657R1
|
[*CTR]
|
2
|
LA-1106663 R1
|
[*CTR]
|
2
|
LA-1106664 R1
|
[*CTR]
|
2
|
LA-1106658
|
[*CTR]
|
|
LA-1106659R1
|
[*CTR]
|
1
|
LA-1106660
|
Spare Parts Initial Provisioning
|
|
|
|
|
PA-03735
|
TABLE OF CONTENTS, Page
1
of 2
|
SA-8
|
|
BOEING PROPRIETARY
|
|
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
|
LETTER AGREEMENTS, continued
|
SA
NUMBER |
|
LA-1106661R2
|
[*CTR]
|
2
|
LA-1106667
|
[*CTR]
|
|
LA-1106668R1
|
[*CTR]
|
8
|
LA-1106669
|
[*CTR]
|
|
LA-1106670
|
Confidentiality
|
|
LA-1106671R1
|
Miscellaneous Commitments
|
1
|
LA-1106672
|
[*CTR]
|
|
LA-1106673R1*
|
CS1 Special Matters
|
4
|
LA-1106677
|
[*CTR]
|
|
LA-1600073
|
[*CTR]
|
4
|
LA-1600852
|
[*CTR]
|
5
|
LA-1603773
|
[*CTR]
|
5
|
LA-1605402
|
[*CTR]
|
6
|
LA-1700919
|
[*CTR]
|
7
|
PA-03735
|
TABLE OF CONTENTS, Page
2
of 2
|
SA-8
|
|
BOEING PROPRIETARY
|
|
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
|
Reference:
|
Purchase Agreement No. 03735 (
Purchase Agreement
) between The Boeing Company (
Boeing
) and American Airlines, Inc. (
Customer
) relating to Model 737 MAX aircraft (
Aircraft
)
|
1.
|
Covered Aircraft
.
|
2.
|
Program Term
.
|
3.
|
[*CTR].
|
4.
|
Program Commitment
.
|
AAL-PA-03735-LA-1106668R1
|
SA-8
|
|
[*CTR]
|
|
Page
1
of 12
|
|
BOEING PROPRIETARY
|
|
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
|
AAL-PA-03735-LA-1106668R1
|
SA-8
|
|
[*CTR]
|
|
Page
3
of 12
|
|
BOEING PROPRIETARY
|
|
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
|
AAL-PA-03735-LA-1106668R1
|
SA-8
|
|
[*CTR]
|
|
Page
4
of 12
|
|
BOEING PROPRIETARY
|
|
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
|
Aircraft Model
|
Flight Hours
|
[*CTR]
|
[*CTR]
|
AAL-PA-03735-LA-1106668R1
|
SA-8
|
|
[*CTR]
|
|
Page
5
of 12
|
|
BOEING PROPRIETARY
|
|
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
|
THE BOEING COMPANY
|
|
||
|
|
||
By:
|
/s/ The Boeing Company
|
||
|
|
||
Its:
|
Attorney-In-Fact
|
||
|
|
||
ACCEPTED AND AGREED TO this
|
|
||
|
|
||
Date:
|
December 7, 2017
|
|
|
|
|
||
AMERICAN AIRLINES, INC.
|
|
||
|
|
||
By:
|
/s/ American Airlines, Inc.
|
||
|
|
||
Its:
|
Vice President and Treasurer
|
Reference:
|
Letter Agreement No. AAL-PA-03735-LA-1106668R1 to Purchase Agreement and [*CTR]
|
American Airlines [*CTR]
|
||||||
Airplane Type
|
[*CTR]
|
|||||
Year
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
American Airlines [*CTR]
|
||||||
Year
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
American Airlines [*CTR]
|
||||||
Event
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
Reference:
|
Letter Agreement No. AAL-PA-03735-LA-1106668R1 to Purchase Agreement and [*CTR]
|
Subject:
|
[*CTR] reported pursuant to Section 5.2 of the referenced Letter Agreement.
|
[*CTR]
|
||||
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
Total
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
[*CTR]
|
AAL-PA-03735-LA-1106668R1
|
|
|
[*CTR]
|
|
Attachment C, Page
1
of 1
|
|
BOEING PROPRIETARY
|
|
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
|
Reference:
|
Letter Agreement No. AAL-PA-03735-LA-1106668R1 to Purchase Agreement and [*CTR]
|
Subject:
|
[*CTR] reported pursuant to Section 6 of the referenced Letter Agreement.
|
[*CTR]:
|
|
American Airlines [*CTR]
|
||||||||||
[*CTR]
|
1
|
2
|
3
|
4
|
5
|
6
|
7
|
8
|
9
|
10
|
[*CTR]
|
|
|
|
|
|
|
|
|
|
|
[*CTR]
|
|
|
|
|
|
|
|
|
|
|
[*CTR]
|
|
|
|
|
|
|
|
|
|
|
American Airlines [*CTR]
|
|||||||||||
[*CTR]
|
[*CTR]
|
1
|
2
|
3
|
4
|
5
|
6
|
7
|
8
|
9
|
10
|
[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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AAL-PA-03735-LA-1106668R1
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SA-8
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[*CTR]
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Attachment D, Page
2
of 3
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BOEING PROPRIETARY
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[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
|
AMERICAN AIRLINES, INC.
|
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By:
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Its:
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Reference:
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Letter Agreement No. AAL-PA-03735-LA-1106668R1 to Purchase Agreement and [*CTR]
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Subject:
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[*CTR] reported pursuant to Section 7 of the referenced Letter Agreement.
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AAL-PA-03735-LA-1106668R1
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SA-8
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[*CTR]
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Attachment E, Page
1
of 2
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BOEING PROPRIETARY
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[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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THE BOEING COMPANY
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By:
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Its:
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Date:
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To:
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American Airlines, Inc.
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Reference:
|
Letter Agreement No. AAL-PA-03735-LA-1106668R1 to Purchase Agreement and [*CTR]
|
Subject:
|
[*CTR] reported pursuant to Section 5.3 of the referenced Letter Agreement.
|
AAL-PA-03735-LA-1106668R1
|
SA-8
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[*CTR]
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Attachment F, Page
1
of 1
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BOEING PROPRIETARY
|
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[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
|
Reference:
|
Letter Agreement No. AAL-PA-03735-LA-1106668R1 to Purchase Agreement and [*CTR]
|
Subject:
|
[*CTR] reported pursuant to Section 5.2 of the referenced Letter Agreement.
|
[*CTR]
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||
[*CTR]
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[*CTR]
[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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|||
[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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[*CTR]
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Year Ended December 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Income (loss) before income taxes
|
|
$
|
3,084
|
|
|
$
|
4,299
|
|
|
$
|
4,616
|
|
|
$
|
3,212
|
|
|
$
|
(2,180
|
)
|
Add: Total fixed charges (per below)
|
|
2,028
|
|
|
1,956
|
|
|
1,836
|
|
|
1,931
|
|
|
1,983
|
|
|||||
Less: Interest capitalized
|
|
49
|
|
|
45
|
|
|
52
|
|
|
61
|
|
|
47
|
|
|||||
Total earnings (loss) before income taxes
|
|
$
|
5,063
|
|
|
$
|
6,210
|
|
|
$
|
6,400
|
|
|
$
|
5,082
|
|
|
$
|
(244
|
)
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
(1)
|
|
$
|
1,102
|
|
|
$
|
1,036
|
|
|
$
|
932
|
|
|
$
|
948
|
|
|
$
|
902
|
|
Portion of rental expense representative of the interest factor
|
|
926
|
|
|
920
|
|
|
904
|
|
|
983
|
|
|
1,081
|
|
|||||
Total fixed charges
|
|
$
|
2,028
|
|
|
$
|
1,956
|
|
|
$
|
1,836
|
|
|
$
|
1,931
|
|
|
$
|
1,983
|
|
Ratio of earnings to fixed charges
|
|
2.5
|
|
|
3.2
|
|
|
3.5
|
|
|
2.6
|
|
|
—
|
|
|||||
Coverage deficiency
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,227
|
|
(1)
|
The twelve months ended December 31, 2014 includes non-cash interest accretion related to Bankruptcy Settlement Obligations.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Income (loss) before income taxes
|
|
$
|
3,244
|
|
|
$
|
4,443
|
|
|
$
|
4,668
|
|
|
$
|
3,268
|
|
|
$
|
(2,071
|
)
|
Add: Total fixed charges (per below)
|
|
1,952
|
|
|
1,857
|
|
|
1,745
|
|
|
1,891
|
|
|
1,810
|
|
|||||
Less: Interest capitalized
|
|
49
|
|
|
45
|
|
|
52
|
|
|
61
|
|
|
47
|
|
|||||
Total earnings (loss) before income taxes
|
|
$
|
5,147
|
|
|
$
|
6,255
|
|
|
$
|
6,361
|
|
|
$
|
5,098
|
|
|
$
|
(308
|
)
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
(1)
|
|
$
|
1,037
|
|
|
$
|
951
|
|
|
$
|
848
|
|
|
$
|
908
|
|
|
$
|
774
|
|
Portion of rental expense representative of the interest factor
|
|
915
|
|
|
906
|
|
|
897
|
|
|
983
|
|
|
1,036
|
|
|||||
Total fixed charges
|
|
$
|
1,952
|
|
|
$
|
1,857
|
|
|
$
|
1,745
|
|
|
$
|
1,891
|
|
|
$
|
1,810
|
|
Ratio of earnings to fixed charges
|
|
2.6
|
|
|
3.4
|
|
|
3.6
|
|
|
2.7
|
|
|
—
|
|
|||||
Coverage deficiency
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,118
|
|
(1)
|
The twelve months ended December 31, 2014 includes non-cash interest accretion related to Bankruptcy Settlement Obligations.
|
|
||
|
|
|
Name of Subsidiary
|
|
State or Sovereign Power of Incorporation
|
Subsidiaries included in the Registrant’s consolidated financial statements
|
|
|
AAG Private Placement-1 Parent LLC
|
|
Delaware
|
AAG Private Placement-1 LLC
|
|
Delaware
|
American Airlines, Inc.
|
|
Delaware
|
Aerosan Airport Services S.A.*
|
|
Chile
|
Aerosan S.A.*
|
|
Chile
|
American Airlines de Mexico, S.A.
|
|
Mexico
|
American Airlines Marketing Services LLC
|
|
Virginia
|
American Aviation Supply LLC
|
|
Delaware
|
American Airlines Retiree Travel LLC
|
|
Texas
|
oMC Venture, LLC*
|
|
Delaware
|
Texas Aero Engine Services, L.L.C.*
|
|
Delaware
|
Americas Ground Services, Inc.
|
|
Delaware
|
Caribbean Dispatch Services Limited
|
|
St. Lucia
|
Dominicana de Servicios Aeroportuarios (DSA) S.R.L.
|
|
Dominican Republic
|
International Ground Services, S.A. de C.V.
|
|
Mexico
|
Avion Assurance, Ltd.
|
|
Bermuda
|
Envoy Aviation Group Inc.
|
|
Delaware
|
Eagle Aviation Services, Inc.
|
|
Delaware
|
Envoy Air Inc. (operates under the trade name “American Eagle”)
|
|
Delaware
|
Executive Airlines, Inc.
|
|
Delaware
|
Executive Ground Services, Inc.
|
|
Delaware
|
FLAAG 2017-1 OPP LLC
|
|
Delaware
|
FLAAG 2017-1 OP-a LLC
|
|
Delaware
|
FLAAG 2017-1 OP-b LLC
|
|
Delaware
|
Piedmont Airlines, Inc. (operates under the trade name “American Eagle”)
|
|
Maryland
|
PMA Investment Subsidiary, Inc.
|
|
Delaware
|
PSA Airlines, Inc. (operates under the trade name “American Eagle”)
|
|
Pennsylvania
|
|
/s/ W. Douglas Parker
|
|
|
Name:
|
W. Douglas Parker
|
|
Title:
|
Chief Executive Officer
|
|
/s/ Derek J. Kerr
|
|
|
Name:
|
Derek J. Kerr
|
|
Title:
|
Executive Vice President and Chief
|
|
Financial Officer
|
|
/s/ W. Douglas Parker
|
|
|
Name:
|
W. Douglas Parker
|
|
Title:
|
Chief Executive Officer
|
|
/s/ Derek J. Kerr
|
|
|
Name:
|
Derek J. Kerr
|
|
Title:
|
Executive Vice President and Chief
|
|
Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ W. Douglas Parker
|
|
|
Name:
|
W. Douglas Parker
|
|
Title:
|
Chief Executive Officer
|
|
Date:
|
February 21, 2018
|
|
|
|
|
/s/ Derek J. Kerr
|
|
|
Name:
|
Derek J. Kerr
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
Date:
|
February 21, 2018
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ W. Douglas Parker
|
|
|
Name:
|
W. Douglas Parker
|
|
Title:
|
Chief Executive Officer
|
|
Date:
|
February 21, 2018
|
|
|
|
|
/s/ Derek J. Kerr
|
|
|
Name:
|
Derek J. Kerr
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
Date:
|
February 21, 2018
|
|