UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2022
(Exact name of registrant as specified in its charter)
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
Registrant’s telephone number, including area code:
(682 ) 278-9000
(682 ) 278-9000
N/A | ||||||||
| (Former name or former address if changed since last report.) | ||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
— | (1) | |||||||||||||
(1) Attached to the Common Stock
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
| Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 7.01. | REGULATION FD DISCLOSURE. | ||||
On June 3, 2022, American Airlines Group Inc. (the “Company”) is presenting information relating to its financial and operational outlook at the Bernstein Strategic Decisions Conference. As previously announced, this presentation will be webcast, with the link available at the Company’s website at www.aa.com under “Investor Relations.”
Additionally, the Company is providing investors an update regarding its financial and operational guidance for the second quarter of 2022. The Company expects an increase in second quarter revenue versus prior guidance, driven by continued strength in the demand and pricing environment. Based on its current forecast, the Company now expects its second quarter capacity (versus the second quarter of 2019) to come in at the low end of the Company’s prior guidance range.
Continued increases in the price of jet fuel are expected to result in higher second quarter fuel costs versus prior guidance, while CASM excluding fuel and net special items1 is up versus prior guidance due to slightly lower capacity and higher selling expenses. The aforementioned revenue strength is expected to more than offset these increased costs, resulting in an expected increase in pre-tax margin excluding net special items2 versus prior guidance.
| Estimated 2Q 2022 vs. 2Q 2019 | |||||||||||
| Updated | Prior | ||||||||||
| Available Seat Miles | (7%) to (8%) | (6%) to (8%) | |||||||||
| Total Revenue | 11% to 13% | 6% to 8% | |||||||||
TRASM3 | 20% to 22% | 14% to 16% | |||||||||
CASM Excluding Fuel and Net Special Items1 | 10% to 11% | 8% to 10% | |||||||||
Average Fuel Price (incl. Taxes) ($/Gallon)4 | $3.92 to $3.97 | $3.59 to $3.64 | |||||||||
Pre-tax Margin Excluding Net Special Items2 | 4% to 6% | 3% to 5% | |||||||||
The information in this Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
1 Total operating cost per available seat mile, excluding the impact of fuel and net special items. CASM excluding fuel and net special items is a non-GAAP measure, and the Company is unable to fully reconcile such forward-looking guidance to the corresponding GAAP measure because the full nature and amount of net special items cannot be determined at this time.
2 Pre-tax margin excluding net special items is a non-GAAP measure, and the Company is unable to fully reconcile such forward-looking guidance to the corresponding GAAP measure because the full nature and amount of net special items cannot be determined at this time.
3 Total revenue per available seat mile.
4 Updated based on the forward fuel curve as of May 31, 2022.
Cautionary Statement Regarding Forward-Looking Statements
This document includes forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future, the continuing availability of borrowings under revolving lines of credit, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth herein as well as in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (especially in Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 1A. Risk Factors), and other risks and uncertainties listed from time to time in the Company’s other filings with the Securities and Exchange Commission. In particular, the consequences of the coronavirus outbreak to economic conditions and the travel industry in general and the financial position and operating results of the Company in particular have been material, are changing rapidly, and cannot be predicted. Additionally, there may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMERICAN AIRLINES GROUP INC. | |||||||||||
| Date: June 3, 2022 | By: | /s/ Derek J. Kerr | |||||||||
| Derek J. Kerr | |||||||||||
Vice Chair, Chief Financial Officer and President, American Eagle | |||||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMERICAN AIRLINES, INC. | |||||||||||
| Date: June 3, 2022 | By: | /s/ Derek J. Kerr | |||||||||
| Derek J. Kerr | |||||||||||
Vice Chair, Chief Financial Officer and President, American Eagle | |||||||||||