10-Q 1 aagaa10q-2014331.htm 10-Q AAG+AA 10Q- 2014.3.31




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
 
ý
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2014
¨
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the Transition Period From
 
to
 
 
Commission file number 1-8400
 
 
 
 
 
 
American Airlines Group Inc.
 
 
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
75-1825172
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
4333 Amon Carter Blvd., Fort Worth, Texas 76155
 
(817) 963-1234
(Address of principal executive offices, including zip code)
 
Registrant's telephone number, including area code

Commission file number 1-2691
 
 
 
 
 
 
American Airlines, Inc.
 
 
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
13-1502798
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
4333 Amon Carter Blvd., Fort Worth, Texas 76155
 
(817) 963-1234
(Address of principal executive offices, including zip code)
 
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
American Airlines Group Inc.     ý  Yes    ¨  No
American Airlines, Inc.     ý  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
American Airlines Group Inc.     ý  Yes    ¨  No
American Airlines, Inc.     ý  Yes    ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "accelerated filer," "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
American Airlines Group Inc.     ý  Large Accelerated Filer    ¨  Accelerated Filer    ¨  Non-accelerated Filer    ¨  Smaller Reporting Company
American Airlines, Inc.     ¨  Large Accelerated Filer    ¨  Accelerated Filer    ý  Non-accelerated Filer    ¨  Smaller Reporting Company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
American Airlines Group Inc.     ¨  Yes    ý  No
American Airlines, Inc.     ¨  Yes    ý  No
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
American Airlines Group Inc.     ý  Yes    ¨  No
American Airlines, Inc.     ý  Yes    ¨  No
As of April 16, 2014, there were 720,196,221 shares of American Airlines Group Inc. common stock outstanding.
As of April 16, 2014, there were 1,000 shares of American Airlines, Inc. common stock outstanding, all of which were held by American Airlines Group Inc.




American Airlines Group Inc.
American Airlines, Inc.
Form 10-Q
Quarterly Period Ended March 31, 2014
Table of Contents

 
 
Page
PART I: FINANCIAL INFORMATION
Item 1A.
Condensed Consolidated Financial Statements of American Airlines Group Inc.
 
Condensed Consolidated Statements of Operations
 
Condensed Consolidated Statements of Comprehensive Income (Loss)
 
Condensed Consolidated Balance Sheets
 
Condensed Consolidated Statements of Cash Flows
 
Notes to the Condensed Consolidated Financial Statements
Item 1B.
Condensed Consolidated Financial Statements of American Airlines, Inc.
 
Condensed Consolidated Statements of Operations
 
Condensed Consolidated Statements of Comprehensive Income (Loss)
 
Condensed Consolidated Balance Sheets
 
Condensed Consolidated Statements of Cash Flows
 
Notes to the Condensed Consolidated Financial Statements
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Item 4.
Controls and Procedures
PART II: OTHER INFORMATION
Item 1.
Legal Proceedings
Item 1A.
Risk Factors
Item 6.
Exhibits
SIGNATURES

2


This combined Quarterly Report on Form 10-Q is filed by American Airlines Group Inc. (formerly named AMR Corporation) (AAG) and its wholly-owned subsidiary American Airlines, Inc. (American). References in this Quarterly Report on Form 10-Q to "we," "us," "our" and the "Company" refer to AAG and its consolidated subsidiaries. As more fully described below, on December 9, 2013, a subsidiary of AMR Corporation merged with and into US Airways Group, Inc. (US Airways Group), which survived as a wholly-owned subsidiary of AAG (the Merger). Accordingly, unless otherwise indicated, information in this Quarterly Report on Form 10-Q regarding the Company's condensed consolidated results of operations includes the results of American, US Airways Group and US Airways, Inc. (US Airways) for the quarter ended March 31, 2014. "AMR" refers to the Company during the period of time prior to its emergence from Chapter 11 and its acquisition of US Airways Group. References in this Quarterly Report on Form 10-Q to "mainline" refer to the operations of American and US Airways, as applicable, and exclude regional operations.
Note Concerning Forward-Looking Statements
Certain of the statements contained in this report should be considered forward-looking statements within the meaning of 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 benefits of the business combination transaction involving AAG and US Airways Group, including future financial and operating results, our plans, objectives, expectations and intentions, and other statements that are not historical facts, such as, without limitation, statements that discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. These forward-looking statements are based on our 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 described below under Part II, Item 1A. Risk Factors and the following: significant operating losses in the future; downturns in economic conditions that adversely affect our business; the impact of continued periods of high volatility in fuel costs, increased fuel prices and significant disruptions in the supply of aircraft fuel; competitive practices in the industry, including the impact of low cost carriers, airline alliances and industry consolidation; the challenges and costs of integrating operations and realizing anticipated synergies and other benefits of the merger transaction with US Airways Group; our substantial indebtedness and other obligations and the effect they could have on our business and liquidity; an inability to obtain sufficient financing or other capital to operate successfully and in accordance with our current business plan; increased costs of financing, a reduction in the availability of financing and fluctuations in interest rates; the effect our high level of fixed obligations may have on our ability to fund general corporate requirements, obtain additional financing and respond to competitive developments and adverse economic and industry conditions; our significant pension and other post-employment benefit funding obligations; the impact of any failure to comply with the covenants contained in financing arrangements; provisions in credit card processing and other commercial agreements that may materially reduce our liquidity; the limitations of our historical consolidated financial information, which is not directly comparable to our financial information for prior or future periods; the impact of union disputes, employee strikes and other labor-related disruptions; any inability to maintain labor costs at competitive levels; interruptions or disruptions in service at one or more of our hub airports; any inability to obtain and maintain adequate facilities, infrastructure and slots to operate our flight schedule and expand or change our route network; our reliance on third-party regional operators or third-party service providers that have the ability to affect our revenue and the public’s perception about our services; any inability to effectively manage the costs, rights and functionality of third-party distribution channels on which we rely; extensive government regulation, which may result in increases in our costs, disruptions to our operations, limits on our operating flexibility, reductions in the demand for air travel, and competitive disadvantages; the impact of the heavy taxation to which the airline industry is subject; changes to our business model that may not successfully increase revenues and may cause operational difficulties or decreased demand; the loss of key personnel or inability to attract and retain additional qualified personnel; the impact of conflicts overseas, terrorist attacks and ongoing security concerns; the global scope of our business and any associated economic and political instability or adverse effects of events, circumstances or government actions beyond our control, including the impact of foreign currency exchange rate fluctuations and limitations on the repatriation of cash held in foreign countries; the impact of environmental regulation; our reliance on technology and automated systems and the impact of any failure of these technologies or systems; challenges in integrating our computer, communications and other technology systems; costs of ongoing data security compliance requirements and the impact of any significant data security breach; losses and adverse publicity stemming from any accident involving any of our aircraft or the aircraft of our regional or codeshare operators; delays in scheduled aircraft deliveries, or other loss of anticipated fleet capacity, and failure of new aircraft to perform as expected; our dependence on a limited number of suppliers for aircraft, aircraft engines and parts; the impact of changing economic and other conditions beyond our control, including global events that affect travel behavior such as an outbreak of a contagious disease, and volatility and fluctuations in our results of operations due to seasonality; the effect of a higher than normal number of pilot retirements

3


and a potential shortage of pilots; the impact of possible future increases in insurance costs or reductions in available insurance coverage; the effect of several lawsuits that were filed in connection with the merger transaction with US Airways Group and remain pending; an inability to use net operating losses (NOLs) carried over from prior taxable years (NOL Carryforwards); any impairment in the amount of goodwill we recorded as a result of the application of the acquisition method of accounting and an inability to realize the full value of AAG’s and American’s respective intangible or long-lived assets and any material impairment charges that would be recorded as a result; price volatility of our common stock; delay or prevention of stockholders’ ability to change the composition of our board of directors and the effect this may have on takeover attempts that some of our stockholders might consider beneficial; the effect of provisions of our Restated Certificate of Incorporation (the Certificate of Incorporation) and Amended and Restated Bylaws (the Bylaws) that limit foreign owners’ ability to vote and own our equity interests, including our common stock and convertible notes; the effect of limitations in our Certificate of Incorporation on acquisitions and dispositions of our common stock designed to protect our NOL Carryforwards and certain other tax attributes, which may limit the liquidity of our common stock; other economic, business, competitive, and/or regulatory factors affecting our business, including those set forth in our filings with the Securities and Exchange Commission (the SEC), especially in Part II, Item 1A. Risk Factors and Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this and other Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, Current Reports on Form 8-K and other SEC filings; and other risks and uncertainties listed from time to time in our reports to and filings with the SEC.
All of the forward-looking statements are qualified in their entirety by reference to the factors discussed in Part II, Item 1A. Risk Factors and elsewhere in this report. There may be other factors of which we are 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. We do 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 such statements other than as required by law. Forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q or as of the dates indicated in the statements.

4


PART I: FINANCIAL INFORMATION

This combined Quarterly Report on Form 10-Q is filed by both AAG and American and includes the condensed consolidated financial statements of each company in Item 1A and Item 1B, respectively.


5


ITEM 1A.
AMERICAN AIRLINES GROUP INC. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AMERICAN AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except shares and per share amounts)(Unaudited)
 
 
Three Months Ended March 31,
 
 
2014
 
2013
Operating revenues
 
 
 
 
Mainline passenger
 
$
7,258

 
$
4,614

Regional passenger
 
1,407

 
679

Cargo
 
206

 
156

Other
 
1,124

 
649

Total operating revenues
 
9,995

 
6,098

Operating expenses
 
 
 
 
Aircraft fuel and related taxes
 
2,711

 
1,934

Salaries, wages and benefits
 
2,119

 
1,267

Regional expenses
 
1,594

 
780

Maintenance, materials and repairs
 
485

 
326

Other rent and landing fees
 
424

 
288

Aircraft rent
 
320

 
165

Selling expenses
 
401

 
290

Depreciation and amortization
 
307

 
204

Special items, net
 
(137
)
 
71

Other
 
1,041

 
702

Total operating expenses
 
9,265

 
6,027

Operating income
 
730

 
71

Nonoperating income (expense)
 
 
 
 
Interest income
 
7

 
4

Interest expense, net of capitalized interest
 
(243
)
 
(254
)
Other, net
 
(1
)
 
(24
)
Total nonoperating expense, net
 
(237
)
 
(274
)
Income (loss) before reorganization items, net
 
493

 
(203
)
Reorganization items, net
 

 
(160
)
Income (loss) before income taxes
 
493

 
(363
)
Income tax provision (benefit)
 
13

 
(22
)
Net income (loss)
 
$
480

 
$
(341
)
 
 
 
 
 
Earnings (loss) per share
 
 
 
 
Basic
 
$
0.66

 
$
(1.37
)
Diluted
 
$
0.65

 
$
(1.37
)
Weighted average shares outstanding (in thousands)
 
 
 
 
Basic
 
723,971

 
249,491

Diluted
 
741,335

 
249,491

See accompanying notes to condensed consolidated financial statements.

6


AMERICAN AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)(Unaudited)
 
 
Three Months Ended March 31,
 
 
2014
 
2013
Net income (loss)
 
$
480

 
$
(341
)
Other comprehensive loss before tax:
 
 
 
 
Defined benefit pension plans and retiree medical:
 
 
 
 
Amortization of actuarial gain and prior service cost
 
(45
)
 
(33
)
Derivative financial instruments:
 
 
 
 
Change in fair value
 
(67
)
 
(15
)
Reclassification into earnings
 
7

 
(1
)
Unrealized gain (loss) on investments:
 
 
 
 
Net change in value
 
2

 
(1
)
Other comprehensive loss before tax
 
(103
)
 
(50
)
Non-cash tax provision
 

 

Comprehensive income (loss)
 
$
377

 
$
(391
)
See accompanying notes to condensed consolidated financial statements.

7


AMERICAN AIRLINES GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except shares and per share amounts)(Unaudited)
 
 
March 31, 2014
 
December 31, 2013
ASSETS
 
 
 
 
Current assets
 
 
 
 
Cash
 
$
1,259

 
$
1,140

Short-term investments
 
8,405

 
8,111

Restricted cash and short-term investments
 
947

 
1,035

Accounts receivable, net
 
2,008

 
1,560

Aircraft fuel, spare parts and supplies, net
 
1,052

 
1,012

Prepaid expenses and other
 
1,522

 
1,465

Total current assets
 
15,193

 
14,323

Operating property and equipment
 
 
 
 
Flight equipment
 
24,687

 
23,730

Ground property and equipment
 
5,663

 
5,585

Equipment purchase deposits
 
1,045

 
1,077

Total property and equipment, at cost
 
31,395

 
30,392

Less accumulated depreciation and amortization
 
(11,451
)
 
(11,133
)
Total property and equipment, net
 
19,944

 
19,259

Other assets
 
 
 
 
Goodwill
 
4,089

 
4,086

Intangibles, net of accumulated amortization of $399 and $373, respectively
 
2,319

 
2,311

Other assets
 
2,192

 
2,299

Total other assets
 
8,600

 
8,696

Total assets
 
$
43,737

 
$
42,278

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
 
 
 
Current liabilities
 
 
 
 
Current maturities of long-term debt and capital leases
 
$
1,441

 
$
1,446

Accounts payable
 
1,646

 
1,368

Accrued salaries and wages
 
908

 
1,143

Air traffic liability
 
5,686

 
4,380

Frequent flyer liability
 
2,951

 
3,005

Other accrued liabilities
 
2,447

 
2,464

Total current liabilities
 
15,079

 
13,806

Noncurrent liabilities
 
 
 
 
Long-term debt and capital leases, net of current maturities
 
15,244

 
15,353

Pension and postretirement benefits
 
5,766

 
5,828

Deferred gains and credits, net
 
990

 
935

Mandatorily convertible preferred stock and other bankruptcy settlement obligations
 
2,322

 
5,928

Other liabilities
 
3,241

 
3,159

Total noncurrent liabilities
 
27,563

 
31,203

Commitments and contingencies
 


 


Stockholders' equity (deficit)
 
 
 
 
Common stock, $0.01 par value; 1,750,000,000 shares authorized, 649,953,273 shares outstanding as of March 31, 2014; 526,805,522 shares outstanding as of December 31, 2013.
 
6

 
5

Additional paid-in capital
 
14,040

 
10,592

Accumulated other comprehensive loss
 
(2,135
)
 
(2,032
)
Accumulated deficit
 
(10,816
)
 
(11,296
)
Total stockholders' equity (deficit)
 
1,095

 
(2,731
)
Total liabilities and stockholders' equity (deficit)
 
$
43,737

 
$
42,278

See accompanying notes to condensed consolidated financial statements.

8


AMERICAN AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)(Unaudited)
 
 
Three Months Ended March 31,
 
 
2014
 
2013
Net cash provided by operating activities
 
$
1,256

 
$
700

Cash flows from investing activities:
 
 
 
 
Capital expenditures and aircraft purchase deposits
 
(1,047
)
 
(885
)
Increase in short-term investments
 
(294
)
 
(226
)
Decrease (increase) in restricted cash and short-term investments
 
88

 
(3
)
Net proceeds from slot transaction
 
307

 

Proceeds from sale of property and equipment
 
3

 
26

Net cash used in investing activities
 
(943
)
 
(1,088
)
Cash flows from financing activities:
 
 
 
 
Payments on long-term debt and capital leases
 
(501
)
 
(394
)
Proceeds from issuance of long-term debt
 
224

 
161

Payments of employee withholding taxes on net share issuances
 
(84
)
 

Exercise of stock options
 
9

 

Deferred financing costs
 
(7
)
 
(17
)
Sale-leaseback transactions
 
165

 
764

Net cash provided by (used in) financing activities
 
(194
)
 
514

Net increase in cash
 
119

 
126

Cash at beginning of period
 
1,140

 
480

Cash at end of period
 
$
1,259

 
$
606

 
 
 
 
 
Non-cash investing and financing activities:
 
 
 
 
Settlement of bankruptcy settlement obligation
 
$
3,557

 
$

Supplemental information:
 
 
 
 
Interest paid, net of amounts capitalized
 
204

 
125

Income tax paid
 
3

 
2

See accompanying notes to condensed consolidated financial statements.

9


AMERICAN AIRLINES GROUP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
Basis of Presentation
On December 9, 2013 (the Effective Date), AMR Merger Sub, Inc. (Merger Sub) merged with and into US Airways Group, Inc. (US Airways Group) (the Merger), with US Airways Group surviving as a wholly-owned subsidiary of American Airlines Group Inc., a Delaware corporation (formerly known as AMR Corporation and referred to herein as AAG and, together with its consolidated subsidiaries, the Company), following the Merger. "AMR" refers to the Company during the period of time prior to its emergence from Chapter 11 and the Effective Date of the Merger.
The accompanying unaudited condensed consolidated financial statements of AAG should be read in conjunction with the consolidated financial statements contained in AAG's Annual Report on Form 10-K for the year ended December 31, 2013. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Principal subsidiaries include American and, effective December 9, 2013, US Airways Group. Because the Merger did not occur until December 2013, the unaudited condensed consolidated financial statements presented do not include the accounts of US Airways Group for the three months ended March 31, 2013. Certain prior period amounts have been reclassified to conform to the current year financial statement presentation as described below. All significant intercompany transactions have been eliminated.
Management believes that all adjustments necessary for the fair presentation of results, consisting of normally recurring items, have been included in the unaudited condensed consolidated financial statements for the interim periods presented. The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. The most significant areas of judgment relate to passenger revenue recognition, impairment of goodwill, impairment of long-lived and intangible assets, the frequent traveler programs, pensions and retiree medical and other benefits and the deferred tax asset valuation allowance.
Chapter 11 Matters    
In accordance with U.S. Generally Accepted Accounting Principles (GAAP), the Debtors (as defined in Note 2 below) applied ASC 852 "Reorganizations" (ASC 852) in preparing the condensed consolidated financial statements for periods subsequent to the Chapter 11 Cases (as defined in Note 2 below). ASC 852 requires that the financial statements distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain revenues, expenses (including professional fees), realized gains and losses and provisions for losses that are realized or incurred in the Chapter 11 Cases for the 2013 period are recorded in Reorganization items, net on the accompanying unaudited condensed consolidated statement of operations.
Reclassifications
Certain prior period amounts have been reclassified between various financial statement line items to conform to the current year financial statement presentation. These reclassifications do not impact the historic net loss and are comprised principally of the following items:
Reclassifications between various operating income line items to conform the presentation of Cargo and Other revenues.
Reclassifications between various operating expense line items to conform the presentation of Regional expenses.
Reclassifications between Other nonoperating income (expense), net and Operating expenses to conform the presentation of foreign currency gains and losses.

10


The following table summarizes the historical and revised financial statement amounts for AAG (in millions):
 
 
Three Months Ended March 31,
 
 
2013
 
 
As Reclassified
 
Historical
Operating revenues:
 
 
 
 
Mainline passenger
 
$
4,614

 
$
4,614

Regional passenger
 
679

 
679

Cargo
 
156

 
155

Other
 
649

 
650

Total operating revenues
 
6,098

 
6,098

Operating expenses:
 
 
 
 
Aircraft fuel and related taxes
 
1,934

 
2,200

Salaries, wages and benefits
 
1,267

 
1,484

Regional expenses
 
780

 

Maintenance, materials and repairs
 
326

 
383

Other rent and landing fees
 
288

 
346

Aircraft rent
 
165

 
164

Selling expenses
 
290

 
276

Depreciation and amortization
 
204

 
246

Special items, net
 
71

 
28

Other
 
702

 
919

Total operating expenses
 
6,027

 
6,046

Operating income
 
71

 
52

Nonoperating income (expense):
 
 
 
 
Interest income
 
4

 
4

Interest expense, net of capitalized interest
 
(254
)
 
(250
)
Other, net
 
(24
)
 
(9
)
Total nonoperating expense, net
 
$
(274
)
 
$
(255
)
2. Emergence From Chapter 11 and Merger with US Airways Group
Overview
On November 29, 2011 (the Petition Date), AMR, its principal subsidiary, American Airlines, Inc. (American), and certain of the Company's other direct and indirect domestic subsidiaries (collectively, the Debtors), filed voluntary petitions for relief (the Chapter 11 Cases) under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court). On October 21, 2013, the Bankruptcy Court entered an order (the Confirmation Order) approving and confirming the Debtors' fourth amended joint plan of reorganization (as amended, the Plan).
On the Effective Date, the Debtors consummated their reorganization pursuant to the Plan, principally through the transactions contemplated by that certain Agreement and Plan of Merger (as amended, the Merger Agreement), dated as of February 13, 2013, by and among the Company, AMR Merger Sub and US Airways Group, pursuant to which Merger Sub merged with and into US Airways Group (the Merger), with US Airways Group surviving as a wholly-owned subsidiary of the Company following the Merger. Pursuant to the Merger Agreement, each share of common stock, par value $0.01 per share, of US Airways Group was converted into the right to receive one share of American Airlines Group common stock (AAG Common Stock), par value $0.01 per share.
From the Petition Date through the Effective Date, pursuant to automatic stay provisions under the Bankruptcy Code and orders granted by the Bankruptcy Court, all actions to enforce or otherwise effect repayment of liabilities preceding the

11


Petition Date as well as all pending litigation against the Debtors generally were stayed. Following the Effective Date, actions to enforce or otherwise effect repayment of liabilities preceding the Petition Date generally have been permanently enjoined. Any unresolved claims will continue to be subject to the claims reconciliation process under the supervision of the Bankruptcy Court. However, certain pending litigation related to pre-petition liabilities may proceed in courts other than the Bankruptcy Court to the extent the parties to such litigation have obtained relief from the permanent injunction.
Plan of Reorganization
The Plan implements the Merger and incorporates a compromise and settlement of certain intercreditor and intercompany claim issues.
Pursuant to the Plan, all shares of AMR common stock outstanding prior to the Effective Date were canceled. AAG's Certificate of Incorporation, which was approved in connection with the Plan, authorizes the issuance of 1.75 billion new shares of AAG Common Stock, par value $0.01 per share, and 200 million shares of AAG Series A Preferred Stock, par value $0.01 per share. Of the authorized AAG Series A Preferred Stock, approximately 168 million were designated "Series A Convertible Preferred Stock," with a stated value $25.00 per share, and issued in accordance with the Plan. AAG Common Stock is listed on the NASDAQ Global Select Market under the symbol "AAL" and began trading on December 9, 2013. AAG Series A Preferred Stock was listed on the NASDAQ Global Select Market under the symbol "AALCP" from December 9, 2013 until its final mandatory conversion on April 8, 2014. In addition, pursuant to the Plan and the Merger Agreement, up to 40 million shares of AAG Common Stock were authorized for issuance under the 2013 Incentive Award Plan (the 2013 IAP).
The Plan contains the following provisions relating to the treatment of pre-petition claims against the Debtors and other holders of allowed interests in AMR:
all secured claims against the Debtors have been reinstated;
allowed administrative claims, priority claims and convenience claims have been or will be paid in full in cash;
other holders of allowed pre-petition unsecured claims, holders of allowed interests and certain employees of AMR received or will receive 72% of AAG Common Stock (on a fully converted basis) authorized to be issued pursuant to the Plan and in connection with the Merger under the following provisions:
all creditors holding general unsecured claims against American that are guaranteed by AAG and general unsecured claims against AAG that are guaranteed by American (Double-Dip Unsecured Claims) were treated the same under the Plan. Holders of Double-Dip Unsecured Claims received, at the Effective Date, their recovery in shares of AAG Series A Preferred Stock with a stated amount equal to the allowed amount of their claims, including post-petition interest at the non-default rate;
all creditors holding Single-Dip Unsecured Claims were treated the same regardless of whether the claim was asserted against the AAG Debtors, the American Debtors, or other Debtors. As used herein, "Single-Dip Unsecured Claims" means the general unsecured claims against the Debtors that are not guaranteed by any other Debtor, other than the claims of the Debtors' labor unions representing mainline workers. Holders of Single-Dip Unsecured Claims received, at the Effective Date, a portion of their recovery in shares of AAG Series A Preferred Stock and a right, subject to the trading price of the Company's common stock during the 120-day period after the Effective Date, to receive their remaining recovery in shares of AAG Common Stock 120 days after the Effective Date;
holders of certain labor-related deemed claims and certain non-management, non-union employees as specified in the Plan received, at the Effective Date, the right to receive an allocation of shares of AAG Common Stock representing 23.6% of the total number of shares of AAG Common Stock ultimately distributed to holders of pre-petition general unsecured creditors against the Debtors. On the Effective Date, pursuant to the Plan, an initial allocation of approximately 39 million shares of AAG Common Stock was made related to these labor and employee groups, of which approximately 27 million shares were distributed on the Effective Date and approximately 13 million shares of which were withheld in connection with the Company making a cash payment of approximately $300 million for certain required withholding taxes;
holders of allowed interests in AMR (primarily holders of AMR common stock existing immediately prior to the Effective Date) received, at the Effective Date, a distribution of approximately 26 million shares of AAG Common Stock representing 3.5% of the total number of shares of AAG Common Stock contemplated for issuance pursuant to the Plan and will receive additional shares of AAG Common Stock if, among other considerations, the trading price of the Company's common stock at various points during the 120-day period after the Effective Date provides for a full recovery to claimholders and other allowed priority interests; and
holders of disputed claims at the Effective Date, to the extent such disputed claims become allowed Single-Dip Unsecured Claims after the Effective Date, are eligible to receive shares of AAG Common Stock held in reserve

12


(Disputed Claims Reserve), beginning 120 days after the Effective Date. Disputed claimholders that subsequently become Single-Dip unsecured claimholders will receive, subject to the availability of sufficient shares in the Disputed Claims Reserve, the number of shares of AAG Common Stock that the disputed claimholder would have received had such claimholder been a Single-Dip unsecured claimholder as of the Effective Date.
The Plan contemplated the distribution of up to 756 million shares of common stock, however this amount will be reduced by approximately 20 million shares because certain tax withholdings for employees were paid in cash as permitted under the Plan. In accordance with the Plan, the Company issued the remaining shares of AAG Common Stock over the 120-day distribution period, subject to a disputed claims reserve. In addition, pursuant to the Plan, approximately 197 million common shares were distributed to holders of outstanding shares of US Airways Group common stock.
Pursuant to rulings of the Bankruptcy Court, the Plan has established a disputed claims reserve to hold shares of AAG Series A Preferred Stock and AAG Common Stock reserved for issuance to disputed claimholders that ultimately become allowed Single-Dip general unsecured claimholders after emergence. The shares provided for under the Plan are determined based upon a disputed claims reserve amount of approximately $755 million, representing the maximum amount of additional allowable Single-Dip claims under the Plan's provisions. Approximately 16 million shares of AAG Series A Preferred Stock are reserved for distribution to holders of disputed Single-Dip general unsecured claims whose claims ultimately become allowed. Approximately 18 million of additional new shares of AAG Common Stock were distributed into the reserve on April 10, 2014. As disputed claims are resolved, the claimants will receive distributions of shares from the reserve on the same basis as if such distributions had been made on or about the Effective Date. To the extent that any of the reserved shares remain undistributed upon resolution of the remaining disputed claims, such shares will not be returned to the Company but rather will be distributed by priority first, if necessary, to satisfy unsecured claims or labor-related obligations, and then to former AMR shareholders as of the Effective Date.
AAG is not required to distribute additional shares above the limits contemplated by the Plan described above.
In addition, from the Effective Date through March 31, 2014, the Company made the following cash disbursements under the Plan:
$385 million in cash to the Pension plans in connection with missed contributions to the pension plans during Chapter 11 and interest and penalty interest thereon;
$107 million in cash to holders in partial or full satisfaction of their claims, including to holders of administrative claims, and state and local priority tax claims;
$196 million in cure payments to holders of secured debt; and
Approximately $380 million for payroll taxes associated with equity distributions to employees.
Several parties have filed appeals seeking reconsideration of the Confirmation Order. Refer to Note 14 for more information.
As noted above, the reconciliation process with respect to the remaining claims will take considerable time post-emergence. The Company's estimates of the amounts of disputed claims that will ultimately become allowed Single-Dip General Unsecured Claims are included in Mandatorily convertible preferred stock and other bankruptcy settlement obligations on the Company's condensed consolidated balance sheet as of March 31, 2014. As these claims are resolved, or where better information becomes available and is evaluated, AAG will make adjustments to the liabilities recorded on the Company's condensed consolidated financial statements as appropriate. Any such adjustments could be material to the Company's financial position or results of operations in any given period.
Availability and Utilization of Net Operating Losses
Upon emergence from bankruptcy, the Debtors experienced an "ownership change" as defined in Section 382 of the Internal Revenue Code which could potentially limit the ability to utilize certain tax attributes including the Debtors’ substantial net operating losses (NOLs). The general limitation rules for a debtor in a bankruptcy case are liberalized where the ownership change occurs upon emergence from bankruptcy. While the Debtors anticipate taking advantage of certain special rules for federal income tax purposes that would permit approximately $9.0 billion of the federal NOL Carryforwards to be utilized without regard to the annual limitation generally imposed by Section 382, there can be no assurance that these special rules will apply.
Moreover, an ownership change subsequent to the Debtors’ emergence from bankruptcy may further limit or effectively eliminate the ability to utilize the Debtors’ NOL Carryforwards and other tax attributes. To reduce the risk of a potential adverse effect on the Debtors’ ability to utilize the NOL Carryforwards, AAG's Certificate of Incorporation contains transfer restrictions

13


applicable to certain substantial shareholders. Although the purpose of these transfer restrictions is to prevent an ownership change from occurring, there can be no assurance that an ownership change will not occur even with these transfer restrictions. A copy of AAG's Certificate of Incorporation was attached as Exhibit 3.1 to a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 9, 2013.
Reorganization Items, Net
Reorganization items refer to revenues, expenses (including professional fees), realized gains and losses and provisions for losses that are realized or incurred in the Chapter 11 Cases. The following table summarizes the components included in reorganization items, net on the condensed consolidated statements of operations for the three months ended March 31, 2013 (in millions):
Aircraft and facility financing renegotiations and rejections (1), (2)
 
$
136

Professional fees
 
39

Other
 
(15
)
Total reorganization items, net
 
$
160

(1) 
Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing or facility agreement when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim.
(2) 
Pursuant to the Plan, the Debtors agreed to allow certain post-petition unsecured claims on obligations. As a result, during the three months ended March 31, 2013, the Company recorded reorganization charges to adjust estimated allowed claim amounts previously recorded on rejected special facility revenue bonds of $127 million, which are included in the table above.
3. Mandatorily Convertible Preferred Stock and Other Bankruptcy Settlement Obligations
The components of Mandatorily convertible preferred stock and other bankruptcy settlement obligations on the condensed consolidated balance sheets are as follows (in millions):
 
 
March 31, 2014
 
December 31, 2013
AAG Series A Preferred Stock
 
$
589

 
$
3,833

Single-Dip equity obligations
 
1,259

 
1,246

Labor-related deemed claim
 
474

 
849

Total
 
$
2,322

 
$
5,928

The AAG Series A Preferred Stock, while outstanding, voted and participated in accordance with the terms of the underlying Certificate of Designation. One quarter of the shares of AAG Series A Preferred Stock initially issued was mandatorily convertible on each of the 30th, 60th, 90th and 120th days after the Effective Date, subject to additional voluntary conversions. The initial stated value of each share of AAG Series A Preferred Stock is $25.00 and accrues dividends at 6.25% per annum, calculated daily, while outstanding. Additionally, AAG Series A Preferred Stock converts to AAG Common Stock based upon the volume weighted average price of the shares of AAG Common Stock on the five trading days immediately preceding the conversion date, at a 3.5% fixed discount, subject to a conversion price floor of $10.875 per share and a conversion price cap of $33.8080 per share, below or above which the conversion rate remains fixed. AAG Series A Preferred Stock outstanding at March 31, 2014 is included within the "Mandatorily convertible preferred stock and other bankruptcy settlement obligations" line on the Company's condensed consolidated balance sheets. During the three months ended March 31, 2014, 140 million shares of AAG Series A Preferred Stock were converted into 118 million shares of AAG Common Stock in accordance with the Plan. The AAG Series A Preferred Stock obligation was reduced by approximately $3.5 billion, offset in part by an increase in the number of shares of AAG Common Stock issued and expected to be issued to settle the obligation resulting from an increase in the price of AAG's Common Stock exceeding the conversion price cap. As of April 8, 2014, all shares of AAG Series A Preferred Stock had been converted into an aggregate of 141 million shares of AAG Common Stock.
The Company's Single-Dip equity obligations, while outstanding, do not vote or participate in accordance with the terms of the Plan. These equity contract obligations, representing the amount of total Single-Dip unsecured creditor obligations not satisfied through the issuance of AAG Series A Preferred Stock at the Effective Date, represent an unconditional obligation

14


to transfer a variable number of shares based predominantly on a fixed monetary amount known at inception, and, as such, are not treated as equity, but rather as liabilities until the 120th day after emergence. At the 120th day after emergence, the Company will issue a variable amount of AAG Common Stock necessary to satisfy the obligation amount at emergence, plus accrued dividends of 12% per annum, calculated daily, through the 120th day after emergence, based on the volume weighted average price of the shares of AAG Common Stock, at a 3.5% discount, as specified in the Plan and subject to there being a sufficient number of shares remaining for issuance to unsecured creditors under the Plan.
In exchange for employees' contributions to the successful reorganization of the Company, including agreeing to reductions in pay and benefits, the Company agreed in the Plan to provide each employee group a deemed claim which was used to provide a distribution of a portion of the equity of the reorganized entity to those employees. Each employee group received a deemed claim amount based upon a fixed percentage of the distributions to be made to general unsecured claimholders. The fair value based on the expected number of shares to be distributed to satisfy this deemed claim, as adjusted, was approximately 1.5 billion. From the Effective Date through March 31, 2014, the Company has made distributions of $680 million in AAG Common Stock and paid approximately $380 million in cash to cover payroll taxes related to the equity distributions. As of March 31, 2014, the remaining liability to certain AMR labor groups and employees of $474 million is based upon the estimated fair value of the shares expected to be issued in satisfaction of such obligation, measured as if the obligation were settled using the trading price of AAG Common Stock at March 31, 2014. Increases in the trading price of AAG Common Stock after March 31, 2014 could cause a decrease in the fair value measurement of the remaining obligation, and vice-versa. The Company will record this obligation at fair value primarily through the 120th day after emergence, at which time the obligation will be materially settled.
As of March 31, 2014, the Company reduced the Mandatorily convertible preferred stock and other bankruptcy settlement obligations by approximately $41 million, which is included in Special items, net on the condensed consolidated statements of operations, to reflect the estimated fair value of the shares expected to be issued in satisfaction of the outstanding Mandatorily convertible preferred stock and other bankruptcy settlement obligations, measured as if the obligations were settled using the trading price of AAG Common Stock at March 31, 2014.
On April 8, 2014 the Company satisfied all of the AAG Series A Preferred Stock obligations, the Single-Dip equity obligations and the majority of the labor related deemed claim. After the April 8, 2014 distribution date, the Company had an obligation recorded related to the accrued Disputed Claims Reserve of approximately $335 million, which includes an amount expected to be issued to labor assuming the fully accrued Disputed Claims Reserve is allowed by the court and distributed. Allowed claims will receive 30.7553 shares, subject to reduction for expenses of the Disputed Claims Reserve, including tax liabilities, for each $1,000 of allowed claims. Accordingly, increases in the trading price of AAG Common Stock after March 31, 2014 could cause an increase in the value of the Disputed Claims Reserve, and vice-versa.
4. Slot Divestiture
As a stipulation for the Merger to be approved by the Department of Justice (DOJ), the Company was required to divest certain slots at Ronald Reagan Washington National Airport (DCA). As of December 31, 2013, the DCA slots to be divested were recorded as assets held for sale and included in Prepaid expenses and other on the consolidated balance sheet. During the three months ended March 31, 2014, the Company divested the required DCA slots and received $307 million in cash as well as 24 slots at John F. Kennedy Airport. The Company recognized a gain of $309 million related to the divestiture, which has been included in Special items, net in the condensed consolidated statement of operations.
5. Special Items
Special items, net on the condensed consolidated statements of operations is as follows (in millions):
 
 
Three Months Ended March 31,
 
 
2014
 
2013
Mainline operating special items, net (a)
 
$
(137
)
 
$
71

(a) 
The 2014 first quarter mainline operating special items totaled a net credit of $137 million, which principally included a $309 million gain on the sale of slots at DCA and a net $32 million credit for bankruptcy related items primarily reflecting fair value adjustments for bankruptcy settlement obligations. These special credits were offset in part by $142 million of cash merger integration expenses including amounts related to the pilot memorandum of understanding, information technology, professional fees, severance, re-branding of aircraft and airport facilities, relocation and training as well as $60 million of non-cash compensation expense for merger equity awards.

15


The 2013 first quarter mainline operating special items included $28 million in merger related expenses and a $43 million charge for workers' compensation claims.
The following additional amounts are also included in the condensed consolidated statements of operations as follows (in millions):    
 
 
Three Months Ended March 31,
 
 
2014
 
2013
Regional operating special items, net
 
$
4

 
$
2

Nonoperating special items, net (b)
 
47

 
116

Reorganization items, net (c)
 

 
160

Income tax special items, net (d)
 
8

 

(b) 
The 2014 first quarter nonoperating special items of $47 million were principally due to non-cash interest accretion of $31 million on the bankruptcy settlement obligations.
The 2013 first quarter nonoperating special items consisted of interest charges to recognize post-petition interest expense on unsecured obligations pursuant to the Plan.
(c) 
In the 2013 first quarter, the Company recognized reorganization expenses as a result of the filing of the Chapter 11 Cases. These amounts consisted primarily of estimated allowed claim amounts and professional fees.
(d) 
The 2014 first quarter included a special $8 million non-cash deferred income tax provision related to certain indefinite-lived intangible assets.
6. Earnings (Loss) Per Share
Pursuant to the Plan and the Merger Agreement, holders of AMR common stock formerly traded under the symbol “AAMRQ” received shares of AAG Common Stock principally over the 120-day distribution period following the Effective Date. In accordance with GAAP, the first quarter 2013 weighted average shares and loss per share calculation have been adjusted to retrospectively reflect these distributions which were made at the rate of approximately 0.7441 shares of AAG Common Stock per share of AAMRQ. Former holders of AAMRQ shares as of the Effective Date 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 (EPS) calculation prior to the Effective Date may change in the future to reflect additional retrospective adjustments for future AAG Common Stock distributions to former holders of AAMRQ shares.
As of March 31, 2014, approximately 147 million shares remain to be distributed pursuant to the Plan upon the conversion of AAG Series A Preferred Stock and to satisfy other bankruptcy settlement obligations related to allowed unsecured claims, including disputed claims, labor-related deemed claims and former holders of AAMRQ shares. However, the Company remitted cash for employee withholding taxes in lieu of distributing approximately 4 million shares for the final mandatory distribution to employees on April 8, 2014. Although undistributed shares are not yet issued and outstanding, all conditions of distribution except the passage of time have been met and such shares are considered issued and outstanding for purposes of the Company's basic and diluted EPS calculation.

16


The following table sets forth the computation of basic and diluted earnings (loss) per share (in millions, except share and per share amounts in thousands):
 
Three Months Ended March 31,
 
2014
 
2013
Basic EPS:
 
 
 
Net income (loss)
$
480

 
$
(341
)
Weighted-average common shares outstanding (in thousands)
723,971

 
249,491

Basic EPS
$
0.66

 
$
(1.37
)
 
 
 
 
Diluted EPS:
 
 
 
Net income (loss)
$
480

 
$
(341
)
Change in fair value of conversion feature on 7.25% convertible senior notes (a)
5

 

Net income (loss) for purposes of computing diluted EPS
$
485

 
$
(341
)
Share computation for diluted EPS (in thousands):
 
 
 
Weighted-average shares outstanding
723,971

 
249,491

Dilutive effect of stock awards
13,534

 

Assumed conversion of 7.25% convertible senior notes (a)
3,830

 

Weighted average common shares outstanding - as adjusted
741,335

 
249,491

Diluted EPS
$
0.65

 
$
(1.37
)
 
 
 
 
The following were excluded from the computation of diluted EPS (in thousands):
 
 
 
Stock options, SARs and RSUs because inclusion would be antidilutive
33

 
20,010

Convertible notes because inclusion would be antidilutive

 
34,581

(a)
In March 2014, the Company notified the holders of US Airways Group's 7.25% convertible senior notes that it has elected to settle all future conversions solely in cash instead of shares of AAG Common Stock in accordance with the related indenture. Thus, the diluted shares include the weighted average impact of the 7.25% convertible senior notes only for the period from January 1, 2014 to March 12, 2014. In addition, under GAAP, the Company must adjust the numerator for purposes of calculating diluted earnings per share by the change in fair value of the conversion feature from March 12, 2014 to March 31, 2014, which increased GAAP net income for purposes of computing diluted earnings per share by $5 million.

17


7. Debt
Long-term debt and capital lease obligations included in the condensed consolidated balance sheets consisted of (in millions):
 
March 31,
2014
 
December 31, 2013
Secured
 
 
 
American
 
 
 
Secured indebtedness, fixed and variable interest rates ranging from 1.43% to 8.10%, maturing from 2014 to 2023
$
1,966

 
$
2,140

Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 4.00% to 7.00%, maturing from 2017 to 2025
3,415

 
3,516

Special facility revenue bonds, fixed interest rates ranging from 7.125% to 8.50%, maturing from 2016 to 2031
1,313

 
1,313

7.50% senior secured notes, interest only payments until due in 2016
900

 
1,000

Senior secured credit facility, variable interest rate of 3.75%, installments through 2019
1,886

 
1,891

AAdvantage Miles advance purchase, effective rate of 8.30%, installments through 2017
568

 
611

Other secured obligations, fixed interest rates ranging from 5.20% to 12.20%, maturing from 2014 to 2035
532

 
380

Total American secured debt
10,580

 
10,851

US Airways Group
 
 
 
2013 Citicorp Credit Facility tranche B-1, variable interest rate of 3.50%, installments through 2019
1,000

 
1,000

2013 Citicorp Credit Facility tranche B-2, variable interest rate of 3.00%, installments through 2016
600

 
600

Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 3.95% to 11.00%, maturing from 2014 to 2025
2,703

 
2,515

Equipment loans and other notes payable, fixed and variable interest rates ranging from 1.55% to 8.48%, maturing from 2015 to 2029
1,297

 
1,330

Other secured obligations, fixed interest rates ranging from 5.20% to 8.00%, maturing from 2015 to 2028
46

 
47

Total US Airways Group secured debt
5,646

 
5,492

Total AAG secured debt
16,226

 
16,343

Unsecured
 
 
 
US Airways Group
 
 
 
6.125% senior notes, interest only payments until due in 2018
500

 
500

7.25% convertible senior notes, interest only payments until due in 2014
22

 
22

Industrial development bonds, fixed interest rate of 6.30%, interest only payments until due in 2023
29

 
29

Total US Airways Group unsecured debt
551

 
551

Total AAG unsecured debt
551

 
551

Total long-term debt and capital lease obligations
16,777

 
16,894

Less: total unamortized debt discount
92

 
95

Less: current maturities
1,441

 
1,446

Long-term debt and capital lease obligations, net of current maturities
$
15,244

 
$
15,353

Senior Secured Notes (American)
In March 2014, American prepaid $100 million of its 7.50% senior secured notes at a redemption price of 103% of principal amount plus accrued and unpaid interest.

18


2013-1 EETCs (US Airways)
In the first quarter of 2014, US Airways issued $224 million of equipment notes in two series under its 2013-1 EETCs completed in April 2013: Series A equipment notes in the amount of $170 million bearing interest at 3.95% per annum and Series B equipment notes in the amount of $54 million bearing interest at 5.375% per annum. The equipment notes are secured by liens on aircraft.
7.25% Convertible Notes (US Airways Group)
In March 2014, the Company notified the holders of US Airways Group's 7.25% convertible notes that it has elected to settle solely in cash instead of shares of AAG Common Stock all conversions during the period beginning on March 15, 2014 and ending on, and including, the second scheduled trading day immediately preceding the maturity date of May 15, 2014. As a result, as of March 31, 2014, the Company has reclassified from equity into other current liabilities the cash payment expected upon conversion of these notes less the carrying amount of debt in the amount of $157 million.
Guarantees
In March 2014, AAG, US Airways Group and US Airways entered into amended and restated guarantees of the payment obligations of US Airways under the equipment notes relating to each of its Series 2010-1, 2011-1, 2012-1, 2012-2 and 2013-1 Pass Through Certificates the result of which was to add AAG as a guarantor of such equipment notes on a joint and several basis with US Airways Group. Refer to Note 15 for further information.
8. Income Taxes
As a result of the Merger, US Airways Group and its subsidiaries are included in the AAG consolidated federal and state income tax returns for the three months ended March 31, 2014. The Merger resulted in a statutory "ownership change" on December 9, 2013, as defined in Section 382 of the Internal Revenue Code of 1986, as amended (Section 382), which limits the Company's future ability to utilize NOLs generated before the ownership change and certain subsequently recognized "built-in" losses and deductions, if any, existing as of the date of the ownership change. The general limitation rules for a debtor in a bankruptcy case are liberalized where an ownership change occurs upon emergence from bankruptcy. The Company's ability to utilize any new NOLs arising after the ownership change is not affected.
At December 31, 2013, the Company had approximately $10.6 billion of gross NOLs to reduce future federal taxable income, the majority of which are expected to be available for use in 2014, subject to the Section 382 limitation described above. The federal NOLs will expire beginning in 2022 if unused. These NOLs include an unrealized tax benefit of $762 million related to the implementation of share-based compensation accounting guidance that will be recorded in equity when realized. The Company also had approximately $4.7 billion of gross NOLs to reduce future state taxable income at December 31, 2013, which will expire in years 2014 through 2033 if unused. At December 31, 2013, the Company had an Alternative Minimum Tax (AMT) credit carryforward of approximately $370 million available for federal income tax purposes, which is available for an indefinite period. The Company's net deferred tax assets, which include the NOLs, are subject to a full valuation allowance. At December 31, 2013, the federal and state valuation allowances were $4.6 billion and $415 million, respectively. In accordance with GAAP, utilization of the NOLs after December 9, 2013 will result in a corresponding decrease in the valuation allowance and offset the Company's tax provision dollar for dollar.
For the three months ended March 31, 2014, the Company utilized NOLs to reduce its income tax obligation. However, the Company recorded a special $8 million non-cash deferred income tax provision related to certain indefinite-lived intangible assets and $5 million of state and international income tax expense related to certain states and countries where NOLs were limited or unavailable to be used.
For the three months ended March 31, 2013, the Company reported a loss before income taxes and recorded an income tax benefit of approximately $22 million as a result of the American Taxpayer Relief Act of 2012.
When profitable, the Company is ordinarily subject to AMT. However as a result of a special tax election made in 2009, the Company was able to utilize AMT NOLs to fully offset its AMT taxable income for the three months ended March 31, 2014.

19


9. Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The Company's short-term investments classified as Level 2 primarily utilize broker quotes in a non-active market for valuation of these securities. The Company's fuel derivative contracts, which consist primarily of call options, collars (consisting of a purchased call option and a sold put option) and call spreads (consisting of a purchased call option and a sold call option), are valued using energy and commodity market data which is derived by combining raw inputs with quantitative models and processes to generate forward curves and volatilities. Jet fuel, crude oil, and ultra low sulfur diesel are the primary underlying commodities in the hedge portfolio. No changes in valuation techniques or inputs occurred during the three months ended March 31, 2014.
Assets and liabilities measured at fair value on a recurring basis are summarized below (in millions):
 
 
Fair Value Measurements as of March 31, 2014
Description
 
Total
 
Level 1
 
Level 2
 
Level 3
Short-term investments (1), (2)
 
 
 
 
 
 
 
 
Money market funds
 
$
3,596

 
$
3,596

 
$

 
$

Government agency investments
 
941

 

 
941

 

Repurchase agreements
 
99

 

 
99

 

Corporate obligations
 
3,064

 

 
3,064

 

Bank notes / Certificates of deposit / Time deposits
 
705

 

 
705

 

 
 
8,405

 
3,596

 
4,809

 

Restricted cash and short-term investments (1)
 
947

 
891

 
56

 

Fuel derivative contracts, net (1)
 
50

 

 
50

 

Total
 
$
9,402

 
$
4,487

 
$
4,915

 
$

(1) 
Unrealized gains or losses on short-term investments, restricted cash and short-term investments, and derivatives qualifying for hedge accounting are recorded in Accumulated other comprehensive income (loss) at each measurement date.
(2) 
The Company's short-term investments mature in one year or less except $441 million of U.S. government agency investments and $2.1 billion of corporate obligations.
There were no Level 1 to Level 2 transfers during the three months ended March 31, 2014. The Company's policy regarding the recording of transfers between levels is to reflect any such transfers at the end of the reporting period.
Approximately $5.0 billion of the Company's short-term investments are classified as available-for-sale and stated at fair value. Unrealized gains and losses are reflected as a component of Accumulated other comprehensive income (loss). Approximately $3.4 billion of the Company's short-term investments are classified as held to maturity and recorded at cost, which approximates fair value.
The Company is also party to certain interest rate swap agreements that are accounted for as cash flow hedges. Ineffectiveness for these instruments is required to be measured at each reporting period. The ineffectiveness and fair value associated with all of the Company's interest rate cash flow hedges for all periods presented was not material.    
Venezuela Cash and Short-term Investments
As of March 31, 2014, approximately $750 million of the Company’s unrestricted cash balance was held in Venezuelan bolivars, valued at the weighted average applicable exchange rate of 6.32 bolivars to the dollar. This includes approximately $94 million valued at 4.3 bolivars, approximately $611 million valued at 6.3 bolivars, and approximately $45 million valued at 10.7 bolivars, with the rate depending on the date the Company submitted its repatriation request to the Venezuelan government. In the first quarter of 2014, the Venezuelan government announced that a newly-implemented system (SICAD I) will determine the exchange rate (which fluctuates as determined by weekly auctions and at March 31, 2014 was 10.7 bolivars to the dollar) for repatriation of cash proceeds from ticket sales after January 1, 2014, and introduced new procedures for approval of repatriation of local currency. The Company is continuing to work with Venezuelan authorities regarding the timing and exchange rate applicable to the repatriation of funds held in local currency, is monitoring this situation closely and continues to evaluate its

20


holdings of Venezuelan bolivars for potential impairment. See Part II, Item 1A. - Risk Factors "We operate a global business with international operations that are subject to economic and political instability and have been, and in the future may continue to be, adversely affected by numerous events, circumstances or government actions beyond our control" for additional discussion of these and other currency risks.
Fair Value of Debt
The fair values of the Company’s long-term debt were estimated using quoted market prices or discounted cash flow analyses, based on the Company’s current estimated incremental borrowing rates for similar types of borrowing arrangements. If the Company’s long-term debt was measured at fair value, it would have been classified as Level 2 in the fair value hierarchy.    
In connection with the Merger, US Airways Group's long-term debt was recorded at fair value as of December 9, 2013 using the acquisition method of accounting in accordance with ASC 805, "Business Combinations" and was determined by discounting the future contractual principal and interest payments using a market interest rate.
The carrying value and estimated fair values of the Company’s long-term debt, including current maturities, were (in millions):
 
 
March 31, 2014
 
December 31, 2013
 
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Long-term debt, including current maturities
 
$
16,685

 
$
17,494

 
$
16,799

 
$
17,035

10. Retirement Benefits
The following table provides the components of net periodic benefit cost for the three months ended March 31, 2014 and 2013 (in millions):
 
 
Pension Benefits
 
Retiree Medical and Other Benefits
 
 
Three Months Ended March 31,
 
Three Months Ended March 31,
 
 
2014
 
2013
 
2014
 
2013
Components of net periodic benefit cost:
 
 
 
 
 
 
 
 
Service cost
 
$

 
$
1

 
$

 
$

Interest cost
 
186

 
163

 
15

 
13

Expected return on assets
 
(196
)
 
(180
)
 
(5
)
 
(4
)
Settlements
 
2

 

 

 

Amortization of:
 
 
 
 
 
 
 
 
Prior service cost
 
7

 
7

 
(61
)
 
(61
)
Unrecognized net loss (gain)
 
11

 
23

 
(2
)
 
(2
)
Net periodic benefit cost
 
$
10

 
$
14

 
$
(53
)
 
$
(54
)
Effective November 1, 2012, the Company's defined benefit pension plans were frozen.
The Company is required to make minimum contributions to its defined benefit pension plans under the minimum funding requirements of ERISA, the Pension Funding Equity Act of 2004, the Pension Protection Act of 2006, the Pension Relief Act of 2010, and the Moving Ahead for Progress in the 21st Century Act of 2012. During the first three months of 2014, the Company contributed $34 million to its defined benefit pension plans. On April 15, 2014, the Company contributed an additional $37 million to its defined benefit pension plans. During the first three months of 2013, the Company contributed $33 million to its defined benefit plans covering post-petition periods. Prior to emergence from bankruptcy, the Company made a $385 million contribution to its defined benefit plans in connection with missed contributions during Chapter 11 as well as interest and penalty interest.

21


11. Financial Instruments and Risk Management
Fuel Price Risk Management
As of March 31, 2014, the Company had fuel derivative contracts outstanding covering 15 million barrels of jet fuel that will be settled over the next fifteen months. The Company does not hold or issue derivative financial instruments for trading purposes. The Company has not entered into any fuel hedges since the Effective Date, and its current policy is not to do so.
In accordance with GAAP, the Company assesses, both at the inception of each hedge and on an ongoing basis, whether the derivatives that are used in its hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. Derivatives that meet the requirements are granted special hedge accounting treatment and the Company’s hedges generally meet these requirements. Accordingly, the Company’s fuel derivative contracts are accounted for as cash flow hedges and the fair value of the Company’s hedging contracts is recorded in current assets or current liabilities in the accompanying condensed consolidated balance sheets, until the underlying jet fuel is purchased. The Company determines the ineffective portion of its fuel hedge contracts by comparing the cumulative change in the total value of the fuel hedge contract, or group of fuel hedge contracts, to the cumulative change in a hypothetical jet fuel hedge. If the total cumulative change in value of the fuel hedge contract more than offsets the total cumulative change in a hypothetical jet fuel hedge, the difference is considered ineffective and is immediately recognized as a component of aircraft fuel expense. Effective gains or losses on fuel hedging contracts are deferred in accumulated other comprehensive income (loss) (OCI) and are recognized in earnings as a component of aircraft fuel expense when the underlying jet fuel being hedged is used.
Ineffectiveness is inherent in hedging jet fuel with derivative positions based in crude oil or other crude oil related commodities. The Company assesses, both at the inception of each hedge and on an ongoing basis, whether the derivatives that are used in its hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. In doing so, the Company uses a regression model to determine the correlation of the change in prices of the commodities used to hedge jet fuel (e.g., NY Harbor Ultra Low Sulfur Diesel) to the change in the price of jet fuel. The Company also monitors the actual dollar offset of the hedges’ market values as compared to hypothetical jet fuel hedges. The fuel hedge contracts are generally deemed to be "highly effective" if the R-squared is greater than 80% and the dollar offset correlation is within 80% to 125%. The Company discontinues hedge accounting prospectively if it determines that a derivative is no longer expected to be highly effective as a hedge or if it decides to discontinue the hedging relationship. Subsequently, any changes in the fair value of these derivatives are marked to market through earnings in the period of change.
For the three months ended March 31, 2014 and 2013, the Company recognized net gains/(losses) of approximately $(2) million, and $8 million, respectively, as a component of aircraft fuel expense on the accompanying condensed consolidated statements of operations related to its fuel hedging agreements, including the ineffective portion of the hedges. The net fair value of the Company’s fuel hedging agreements at March 31, 2014 and December 31, 2013, representing the amount the Company would receive upon termination of the agreements (net of settled contract assets), totaled $48 million and $107 million, respectively. As of March 31, 2014, the Company estimates that during the next twelve months it will reclassify from OCI into earnings approximately $3 million in net losses (based on prices as of March 31, 2014) related to its fuel derivative hedges.
The impact of aircraft fuel derivative instruments (all cash flow hedges) on the Company’s condensed consolidated statements of operations is depicted below (in millions):
 
Location in condensed consolidated statements of operations
 
Three Months Ended March 31,
 
2014
 
2013
Amount of gain (loss) reclassified from accumulated OCI into income (1)
Aircraft fuel and related taxes
 
$
(7
)
 
$
1

Amount of gain (loss) recognized in income on derivative (2)
Aircraft fuel and related taxes
 
5

 
7

Amount of gain (loss) recognized in condensed consolidated statements of operations (3)
Aircraft fuel and related taxes
 
$
(2
)
 
$
8

(1)    Includes the effective portion of hedge gain (loss)
(2)    Includes the ineffective portion of hedge gain (loss)
(3)    Includes the effective and ineffective portion of hedge gain (loss)

22


The impact of aircraft fuel derivative instruments (all cash flow hedges) on the Company’s condensed consolidated statements of comprehensive income (loss) is depicted below (in millions):
 
Location
 
Three Months Ended March 31,
 
2014
 
2013
Amount of (gain) loss reclassified from accumulated OCI into income (1)
Reclassification into earnings
 
$
7

 
$
(1
)
Amount of gain (loss) recognized in OCI on derivative (1)
Change in fair value
 
(57
)
 
(13
)
Amount of gain (loss) recognized in condensed consolidated statements of comprehensive income
 
 
$
(50
)
 
$
(14
)
(1)    Includes the effective portion of hedge gain (loss)
While certain of the Company's fuel derivatives are subject to enforceable master netting agreements with its counterparties, the Company does not offset its fuel derivative assets and liabilities in its condensed consolidated balance sheets. Certain of these agreements would also allow for the offsetting of fuel derivatives with interest rate derivatives. The impact of aircraft fuel derivative instruments (all cash flow hedges) on the Company's condensed consolidated balance sheets, and the impact of offsetting aircraft fuel derivative instruments, is depicted below (in millions):
 
March 31,
2014
 
December 31,
2013
Gross asset (1)
$
50

 
$
109

Gross liability (2)

 

Net recognized asset (liability) in condensed consolidated balance sheet
50

 
109

 
 
 
 
Gross asset (liability) offset in condensed consolidated balance sheet:
 
 
 
Financial instruments

 

Cash collateral received (posted) (3)

 

Net amount
$
50

 
$
109

(1) 
Fuel derivative assets are included in prepaid expenses and other on the accompanying condensed consolidated balance sheets.
(2) 
Fuel derivative liabilities are included in accrued liabilities on the accompanying condensed consolidated balance sheets.
(3) 
As of March 31, 2014, the Company had no posted cash collateral.
The Company is also exposed to credit losses in the event of non-performance by counterparties to these financial instruments, and although no assurances can be given, the Company does not expect any of the counterparties to fail to meet their obligations. The credit exposure related to these financial instruments is represented by the fair value of contracts with a positive fair value at the reporting date, reduced by the effects of master netting agreements. To manage credit risks, the Company selects counterparties based on credit ratings, limits its exposure to a single counterparty under defined guidelines, and monitors the market position of the program and its relative market position with each counterparty. The Company also maintains industry-standard security agreements with a number of its counterparties which may require the Company or the counterparty to post collateral if the value of selected instruments exceeds specified mark-to-market thresholds or upon certain changes in credit ratings. The amount of collateral required to be posted from time to time may be substantial.

23


12. Accumulated Other Comprehensive Income (Loss)
The components of accumulated other comprehensive income (loss) are as follows (in millions):
 
 
Pension and retiree medical liability
 
Unrealized gain/(loss) on investments
 
Derivative financial instruments
 
Income tax benefit (expense)
 
Total
Balance at December 31, 2013
 
$
(887
)
 
$
(2
)
 
$
67

 
$
(1,210
)
 
$
(2,032
)
Other comprehensive loss before reclassifications
 

 

 
(67
)
 

 
(67
)
Amounts reclassified from accumulated other comprehensive income (loss)
 
(45
)
 
2

 
7

 

 
(36
)
Net current-period other comprehensive income (loss)
 
(45
)
 
2

 
(60
)
 

 
(103
)
Balance at March 31, 2014
 
$
(932
)
 
$

 
$
7

 
$
(1,210
)
 
$
(2,135
)
Reclassifications out of accumulated other comprehensive income (loss) for the three months ended March 31, 2014 and 2013 are as follows (in millions):
Details about accumulated other comprehensive income (loss) components
 
Amount reclassified from accumulated other comprehensive income (loss)
Affected line item in the statement where net income (loss) is presented
 
Three Months Ended March 31,
 
 
2014
 
2013
 
Amortization of pension and retiree medical liability:
 
 
 
 
 
 
Prior service cost
 
$
(54
)
 
$
(54
)
 
Salaries, wages and benefits
Actuarial loss
 
9

 
21

 
Salaries, wages and benefits
Derivative financial instruments:
 
 
 
 
 
 
Cash flow hedges
 
7

 
(1
)
 
Aircraft fuel and related taxes
Unrealized gain (loss) on investments:
 
 
 
 
 
 
Net change in value
 
2

 

 
Other, net
Total reclassifications for the period
 
$
(36
)
 
$
(34
)
 
 
13. Regional Expenses
Expenses associated with the Company's wholly-owned regional airlines and third-party regional carriers operating under the brand names American Eagle and US Airways Express are classified as Regional expenses on the condensed consolidated statements of operations. Regional expenses consist of the following (in millions):
 
 
Three Months Ended March 31,
 
 
2014
 
2013
Aircraft fuel and related taxes
 
$
500

 
$
265

Salaries, wages and benefits
 
265

 
173

Capacity purchases from third-party regional carriers
 
347

 
34

Maintenance, materials and repairs
 
87

 
70

Other rent and landing fees
 
96

 
59

Aircraft rent
 
14

 
1

Selling expenses
 
72

 
37

Depreciation and amortization
 
53

 
42

Special items, net
 
4

 
2

Other
 
156

 
97

Total regional expenses
 
$
1,594

 
$
780


24


14. Legal Proceedings
Chapter 11 Cases. As previously disclosed, on the Petition Date, November 29, 2011, the Debtors filed voluntary petitions for relief under the Bankruptcy Code. On October 21, 2013, the Bankruptcy Court entered the Confirmation Order approving and confirming the Debtors' Plan. On the Effective Date, December 9, 2013, the Debtors consummated their reorganization pursuant to the Plan, principally through the transactions contemplated by the Merger Agreement pursuant to which Merger Sub merged with and into US Airways Group, with US Airways Group surviving as a wholly-owned subsidiary of AAG. From the Petition Date through the Effective Date, pursuant to automatic stay provisions under the Bankruptcy Code and orders granted by the Bankruptcy Court, all actions to enforce or otherwise effect repayment of liabilities preceding the Petition Date as well as all pending litigation against the Debtors generally were stayed. Following the Effective Date, actions to enforce or otherwise effect repayment of liabilities preceding the Petition Date, generally have been permanently enjoined. Any unresolved claims will continue to be subject to the claims reconciliation process under the supervision of the Bankruptcy Court. However, certain pending litigation related to pre-petition liabilities may proceed in courts other than the Bankruptcy Court to the extent the parties to such litigation have obtained relief from the permanent injunction.
Pursuant to rulings of the Bankruptcy Court, the Plan has established a disputed claims reserve to hold shares of AAG Series A Preferred Stock and AAG Common Stock reserved for issuance to disputed claimholders that ultimately become allowed Single-Dip general unsecured claimholders after emergence. The shares provided for under the Plan are determined based upon a disputed claims reserve amount of approximately $755 million. As disputed claims are resolved, the claimants will receive distributions of shares from the reserve on the same basis as if such distributions had been made on or about the Effective Date. To the extent that any of the reserved shares remain undistributed upon resolution of the remaining disputed claims, such shares will not be returned to AAG but rather will be distributed by priority first, if necessary, to satisfy unsecured claims or labor-related obligations, and then to former AMR shareholders as of the Effective Date. AAG is not required to distribute additional shares above the limits contemplated by the Plan, even if the shares remaining for distribution are not sufficient to fully pay all allowed unsecured claims. However, resolution of disputed claims could have a material effect on Single-Dip creditor recoveries under the Plan and the amount of additional share distributions, if any, that are made to former AMR shareholders as the total number of shares of AAG Common Stock that remain available for distribution upon resolution of disputed claims is limited pursuant to the Plan.
There is also pending in the Bankruptcy Court an adversary proceeding relating to an action brought by American to seek a determination that certain non-pension, post-employee benefits are not vested benefits and thus may be modified or terminated without liability to American. On April 18, 2014, the Bankruptcy Court granted American's motion for summary judgment with respect to certain non-union employees, concluding that their benefits were not vested and could be terminated. The summary judgment motion was denied with respect to all other retirees. The Bankruptcy Court has not yet scheduled a trial on the merits concerning whether those retirees' benefits are vested, and American cannot predict whether it will receive relief from obligations to provide benefits to any of those retirees. The Company's financial statements presently reflect these retirement programs without giving effect to any modification or termination of benefits that may ultimately be implemented based upon the outcome of this proceeding.
Government Antitrust Actions. On August 13, 2013, the U.S. government, along with the States of Arizona, Florida, Tennessee and Texas, the Commonwealths of Pennsylvania and Virginia, and the District of Columbia (collectively, the plaintiff states), filed a complaint against US Airways Group and AMR in the U.S. District Court for the District of Columbia. The plaintiffs alleged, among other things, that the proposed Merger would substantially lessen competition in violation of Section 7 of the Clayton Act and sought to permanently enjoin the transaction. On September 5, 2013, the plaintiffs filed an amended complaint, adding the State of Michigan as a plaintiff. On October 1, 2013, the State of Texas entered into an agreement with US Airways Group and AMR that resolved that state’s objections to the Merger, and its claims were dismissed with prejudice on October 7, 2013. On November 11, 2013, US Airways and American entered into agreements with the U.S. government and the plaintiff states resolving all claims in the litigation. The agreement with the U.S. government requires the carriers to divest assets at certain airports and remains subject to public comment and court approval. In the agreement with the United States government, among other things, we agreed to divest and not reacquire for 10 years certain rights and assets consisting of 52 slot pairs at DCA, and 17 slot pairs at LaGuardia Airport, in each case together with associated gates and related ground facilities necessary to operate those slot pairs, and two gates at each of Boston Logan International Airport, Chicago O’Hare International Airport, Dallas Love Field, Los Angeles International Airport and Miami International Airport. The agreement with the plaintiff states, which was entered by the court on November 12, 2013, requires American and US Airways, subject to certain conditions and exceptions, to maintain certain hub operations in a manner generally consistent with historical operations and to continue to provide scheduled daily service to certain specified communities, both for limited periods of time. In addition, the Company entered into a related settlement with the DOT related to small community service from DCA.

25


Merger Class Action. On March 1, 2013, a complaint captioned Plumbers & Steamfitters Local Union No. 248 Pension Fund v. US Airways Group, Inc., et al., No. CV2013-051605, was filed as a putative class action on behalf of the stockholders of US Airways Group in the Superior Court for Maricopa County, Arizona. On July 3, 2013, an amended complaint, captioned Dennis Palkon, et al. v. US Airways Group, Inc., et al., No. CV2013-051605, was filed with the same court. The amended complaint names as defendants US Airways Group and the members of its board of directors, and alleges that the directors failed to maximize the value of US Airways Group in connection with the Merger and that US Airways Group aided and abetted those breaches of fiduciary duty. The relief sought in the amended complaint includes an injunction against the Merger, or rescission in the event it has been consummated. The court in the above-referenced action denied the plaintiff’s motion for a temporary restraining order that had sought to enjoin the US Airways Group Annual Meeting of Stockholders. The above-referenced action was stayed pending the outcome of the antitrust lawsuit filed by the U.S. government and various states on August 13, 2013 (described above). This stay has now been lifted and a motion to dismiss this action filed by US Airways Group is pending before the court. The Company believes this lawsuit is without merit and intends to vigorously defend against the allegations.
Private Party Antitrust Action. On July 2, 2013, a lawsuit captioned Carolyn Fjord, et al., v. US Airways Group, Inc., et al., was filed in the United States District Court for the Northern District of California. The complaint names as defendants US Airways Group and US Airways, and alleges that the effect of the Merger may be to substantially lessen competition or tend to create a monopoly in violation of Section 7 of the Clayton Antitrust Act. The relief sought in the complaint includes an injunction against the Merger, or divestiture. On August 6, 2013, the plaintiffs re-filed their complaint in the Bankruptcy Court, adding AMR and American as defendants, and on October 2, 2013, dismissed the initial California action. The Bankruptcy Court denied plaintiffs’ motion to preliminarily enjoin the Merger. On January 10, 2014, the plaintiffs moved to amend their complaint to add additional factual allegations, a claim for money damages and a request for preliminary injunctive relief requiring the carriers to hold separate their assets. On March 14, 2014, the Court allowed plaintiffs to add certain allegations but denied plaintiffs' requests to add a damages claim or seek preliminary injunctive relief requiring the carriers to hold separate their assets.  There is currently no trial date set. The Company believes this lawsuit is without merit and intends to vigorously defend against the allegations.
US Airways Sabre Matter. On April 21, 2011, US Airways filed an antitrust lawsuit against Sabre Holdings Corporation, Sabre Inc. and Sabre Travel International Limited (collectively, Sabre) in Federal District Court for the Southern District of New York. The lawsuit, as amended to date, alleges, among other things, that Sabre has engaged in anticompetitive practices to preserve its market power by restricting the Company's ability to distribute its products to its customers. The lawsuit also alleges that these actions have permitted Sabre to charge supracompetitive booking fees and to use technologies that are not as robust and as efficient as alternatives in a competitive market. The lawsuit seeks both injunctive relief and money damages. Sabre filed a motion to dismiss the case, which the court denied in part and granted in part in September 2011, allowing two of the four counts in the complaint to proceed. On April 1, 2014, Sabre filed motions for summary judgment that are pending before the court. The Company intends to pursue its claims against Sabre vigorously, but there can be no assurance of the outcome of this litigation.
General. The Company and its subsidiaries are also engaged in other legal proceedings from time to time. Legal proceedings can be complex and take many months, or even years, to reach resolution, with the final outcome depending on a number of variables, some of which are not within the control of the Company. Therefore, although the Company will vigorously defend itself in each of the actions described above and such other legal proceedings, their ultimate resolution and potential financial and other impacts on the Company are uncertain.
15. Financial Information for Subsidiary Guarantors and Non-guarantor Subsidiaries
There are various cross-guarantees among the Company, American, US Airways Group and US Airways with respect to publicly held debt securities. In connection with the Merger, the Company and American entered into a second supplemental indenture under which they jointly and severally guaranteed the payment of obligations associated with US Airways Group's 6.125% senior notes. The Company also entered into a second supplemental indenture under which the Company guaranteed the payment of obligations of US Airways Group's 7.25% convertible notes and which also provides for the conversion of the 7.25% convertible notes into AAG Common Stock rather than into US Airways Group common stock. In addition, in March 2014, the Company, US Airways Group and US Airways entered into amended and restated guarantees of the payment obligations of US Airways under the equipment notes relating to each of its Series 2010-1, 2011-1, 2012-1, 2012-2 and 2013-1 Pass Through Certificates the result of which was to add AAG as a guarantor of such equipment notes on a joint and several basis with US Airways Group.
In connection with the issuance of these guarantees, in accordance with Rule 3-10 of Regulation S-X and Rule 12h-5 under the Securities Exchange Act of 1934, as amended, US Airways Group and US Airways discontinued filing separate periodic and current reports with the SEC. As a result, in accordance with Rule 3-10, the Company is required to present the following

26


condensed consolidating financial information for the periods after Merger close for American Airlines Group Parent, American, US Airways Group Parent, US Airways and all other non-guarantor subsidiaries, together with the consolidating adjustments necessary to present the Company’s results on a consolidated basis.
AMERICAN AIRLINES GROUP INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(In millions)
(unaudited)
 
 
Three Months Ended March 31, 2014
 
 
American Airlines Group (Parent Company Only)
 
American
 
US Airways Group (Parent Company Only)
 
US Airways
 
Non-Guarantor Subsidiaries
 
Eliminations and Reclassifications
 
American Airlines Group Inc. Consolidated
Operating revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mainline passenger
 
$

 
$
4,906

 
$

 
$
2,352

 
$

 
$

 
$
7,258

Regional passenger
 

 
669

 

 
738

 

 

 
1,407

Cargo
 

 
168

 

 
38

 

 

 
206

Other
 

 
726

 

 
418

 
744

 
(764
)
 
1,124

Total operating revenues
 

 
6,469

 

 
3,546

 
744

 
(764
)
 
9,995

Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aircraft fuel and related taxes
 

 
1,871

 

 
840

 

 

 
2,711

Salaries, wages and benefits
 

 
1,398

 

 
719

 
197

 
(195
)
 
2,119

Regional expenses
 

 
758

 

 
828

 

 
8

 
1,594

Maintenance, materials and repairs
 

 
332

 

 
153

 
85

 
(85
)
 
485

Other rent and landing fees
 

 
285

 

 
139

 
7

 
(7
)
 
424

Aircraft rent
 

 
216

 

 
104

 
21

 
(21
)
 
320

Selling expenses
 

 
284

 

 
117

 

 

 
401

Depreciation and amortization
 

 
214

 

 
95

 
10

 
(12
)
 
307

Special items, net
 
24

 
(216
)
 

 
55

 
3

 
(3
)
 
(137
)
Other
 
2

 
749

 

 
308

 
431

 
(449
)
 
1,041

Total operating expenses
 
26

 
5,891

 

 
3,358

 
754

 
(764
)
 
9,265

Operating income (loss)
 
(26
)
 
578

 

 
188

 
(10
)
 

 
730

Nonoperating income (expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
2

 
7

 

 
1

 
1

 
(4
)
 
7

Interest expense, net
 
(4
)
 
(168
)
 
(10
)
 
(65
)
 

 
4

 
(243
)
Equity in earnings of subsidiaries
 
453

 

 
118

 

 

 
(571
)
 

Other, net
 

 
(5
)
 
(56
)
 
3

 
1

 
56

 
(1
)
Total nonoperating income (expense), net
 
451

 
(166
)
 
52

 
(61
)
 
2

 
(515
)
 
(237
)
Income (loss) before income taxes
 
425

 
412

 
52

 
127

 
(8
)
 
(515
)

493

Income tax provision
 
1

 
11

 

 
1

 

 

 
13

Net income (loss)
 
$
424

 
$
401

 
$
52

 
$
126

 
$
(8
)
 
$
(515
)
 
$
480


27


AMERICAN AIRLINES GROUP INC.
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(In millions)
(unaudited)
 
 
Three Months Ended March 31, 2014
 
 
American Airlines Group (Parent Company Only)
 
American
 
US Airways Group (Parent Company Only)
 
US Airways
 
Non-Guarantor Subsidiaries
 
Eliminations and Reclassifications
 
American Airlines Group Inc. Consolidated
Net income (loss)
 
$
424

 
$
401

 
$
52

 
$
126

 
$
(8
)
 
$
(515
)
 
$
480

Other comprehensive loss before tax:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Defined benefit pension plans and retiree medical:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of actuarial gain and prior service cost
 

 
(44
)
 

 
(1
)
 

 

 
(45
)
Derivative financial instruments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in fair value
 

 
(67
)
 

 

 

 

 
(67
)
Reclassification into earnings
 

 
7

 

 

 

 

 
7

Unrealized gain (loss) on investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net change in value
 

 
2

 

 

 

 

 
2

Other comprehensive loss before tax
 

 
(102
)



(1
)





(103
)
Non-cash tax provision
 

 

 

 

 

 

 

Comprehensive income (loss)
 
$
424

 
$
299

 
$
52

 
$
125

 
$
(8
)
 
$
(515
)
 
$
377



28


AMERICAN AIRLINES GROUP INC.
CONDENSED CONSOLIDATING BALANCE SHEET
(In millions)(unaudited)
 
 
March 31, 2014
 
 
American Airlines Group (Parent Company Only)
 
American
 
US Airways Group (Parent Company Only)
 
US Airways
 
Non-Guarantor Subsidiaries
 
Eliminations and Reclassifications
 
American Airlines Group Inc. Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash
 
$
1

 
$
983

 
$
1

 
$
269

 
$
5

 
$

 
$
1,259

Short-term investments
 

 
4,979

 

 
3,423

 
3

 

 
8,405

Restricted cash and short-term investments
 

 
699

 

 
248

 

 

 
947

Accounts receivable, net
 
(7
)
 
1,521

 

 
473

 
21

 

 
2,008

Receivables from related parties,net
 
2,474

 

 
155

 
444

 
499

 
(3,572
)
 

Aircraft fuel, spare parts and supplies, net
 

 
664

 

 
330

 
58

 

 
1,052

Prepaid expenses and other
 

 
606

 

 
989

 
22

 
(95
)
 
1,522

Total current assets
 
2,468

 
9,452

 
156

 
6,176

 
608

 
(3,667
)
 
15,193

Operating property and equipment
 

 
13,928

 

 
5,736

 
280

 

 
19,944

Other assets
 
 
 
 
 
 
 
 
 
 
 
 
 


Investment in subsidiaries
 

 

 
5,461

 

 

 
(5,461
)
 

Goodwill
 

 

 

 
4,089

 

 

 
4,089

Intangibles, net of accumulated amortization
 

 
844

 

 
1,475

 

 

 
2,319

Other assets
 
42

 
2,016

 

 
136

 
32

 
(34
)
 
2,192

Total other assets
 
42

 
2,860

 
5,461

 
5,700

 
32

 
(5,495
)
 
8,600

Total assets
 
$
2,510

 
$
26,240

 
$
5,617

 
$
17,612

 
$
920

 
$
(9,162
)
 
$
43,737

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current maturities of long-term debt and capital leases
 
$

 
$
951

 
$
22

 
$
468

 
$

 
$

 
$
1,441

Accounts payable
 

 
1,230

 

 
374

 
42

 

 
1,646

Payables to related parties, net
 

 
2,843

 
421

 
84

 
224

 
(3,572
)
 

Air traffic liability
 

 
3,808

 

 
1,878

 

 

 
5,686

Frequent flyer liability
 

 
1,761

 

 
1,190

 

 

 
2,951

Other accrued liabilities
 
(12
)
 
1,972

 
168

 
1,076

 
151