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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): March 29, 2021
AMERICAN AIRLINES GROUP INC.
AMERICAN AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Delaware   1-8400   75-1825172
Delaware   1-2691   13-1502798
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
 
1 Skyview Drive, Fort Worth, Texas   76155
1 Skyview Drive, Fort Worth, Texas   76155
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code:
(682) 278-9000
(682) 278-9000
N/A
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class   Trading
Symbol(s)
  Name of each exchange
on which registered
Common Stock, $0.01 par value per share   AAL   The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company

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



ITEM 7.01.
REGULATION FD DISCLOSURE.
Recent Developments

In light of the current operational environment during the COVID-19 pandemic, American Airlines Group Inc. (“AAG”) and American Airlines, Inc., a wholly owned subsidiary of AAG (together with AAG and its other consolidated subsidiaries, the “Company”), are providing an update on recent performance.

Capacity: The Company now expects its first-quarter system capacity (total available seat miles) to be down approximately 40% to 45% versus the first quarter 2019. This compares to the Company’s previous guidance of down 45% versus the first quarter 2019. The Company will continue to adjust its fleet and capacity plans based on anticipated levels of demand and presently expects to reactivate most of its aircraft in the second quarter to meet anticipated levels of demand. No guidance is provided at this time regarding capacity for the second quarter of 2021.

Bookings: Due to the Centers for Disease Control and Prevention order to require a negative COVID-19 test for entry into the U.S. at the beginning of 2021, the Company experienced softness in its bookings at the beginning of the first quarter. However, as infection and hospitalization rates have materially declined and vaccine distribution has increased during the quarter, the Company has experienced recent strength in domestic and short-haul international bookings. As of March 26, the Company’s seven day moving average of its net bookings is approximately 90% of the level experienced in 2019, with a domestic load factor of approximately 80% during that same period. The Company presently expects this strength in bookings to continue through the end of the first quarter and into the second quarter. However, investors are cautioned that visibility regarding forward bookings remains limited.

Investors are cautioned that, notwithstanding any other information that may have been reported in the media, the foregoing is the sole guidance that the Company is providing at this time. The Company may update the foregoing at any time prior to the release of first quarter earnings in April 2021 but undertakes no duty to do so.
Cautionary Statement Regarding Forward-Looking Statements
Certain of the statements contained in this report should be considered forward-looking statements within the meaning of the Securities Act, the Exchange Act 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, 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (especially in Part I, Item 1A. Risk Factors and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations), 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: March 29, 2021 By:   /s/ Derek J. Kerr
  Derek J. Kerr
  Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMERICAN AIRLINES, INC.
Date: March 29, 2021 By:   /s/ Derek J. Kerr
  Derek J. Kerr
  Executive Vice President and
Chief Financial Officer


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