Document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




FORM	10-Q



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

For the Quarterly Period Ended June 30, 2019



☐	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)

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



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

Indicate by check mark whether the registrant (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.	☒	Yes	☐	No
American Airlines, Inc.	☒	Yes	☐	No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).



American Airlines Group Inc.	☒	Yes	☐	No
American Airlines, Inc.	☒	Yes	☐	No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



American Airlines Group Inc.	☒	Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐	Emerging growth company
American Airlines, Inc.	☐	Large accelerated filer	☐	Accelerated filer	☒	Non-accelerated filer	☐	Smaller reporting company	☐	Emerging growth company

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



American Airlines Group Inc.	☐
American Airlines, Inc.	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



American Airlines Group Inc.	☐	Yes	☒	No
American Airlines, Inc.	☐	Yes	☒	No

As of July 19, 2019, there were 445,270,728 shares of American Airlines Group Inc. common stock outstanding.

As of July 19, 2019, 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 June 30, 2019

Table of Contents



		Page
PART I: FINANCIAL INFORMATION
Item 1A.	Condensed Consolidated Financial Statements of American Airlines Group Inc.	4
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Balance Sheets	6
	Condensed Consolidated Statements of Cash Flows	7
	Condensed Consolidated Statements of Stockholders' Equity (Deficit)	8
	Notes to the Condensed Consolidated Financial Statements	9
Item 1B.	Condensed Consolidated Financial Statements of American Airlines, Inc.	20
	Condensed Consolidated Statements of Operations	20
	Condensed Consolidated Statements of Comprehensive Income	21
	Condensed Consolidated Balance Sheets	22
	Condensed Consolidated Statements of Cash Flows	23
	Condensed Consolidated Statements of Stockholder's Equity	24
	Notes to the Condensed Consolidated Financial Statements	25
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	59
Item 4.	Controls and Procedures	60
PART II: OTHER INFORMATION
Item 1.	Legal Proceedings	62
Item 1A.	Risk Factors	63
Item 6.	Exhibits	84
SIGNATURES		85

General

This report is filed by American Airlines Group Inc. (AAG) and its wholly-owned subsidiary American Airlines, Inc. (American). References in this report to “we,” “us,” “our,” the “Company” and similar terms refer to AAG and its consolidated subsidiaries. References in this report to “mainline” refer to the operations of American only 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 Securities Act of 1933, as amended (the Securities Act), the Securities Exchange Act of 1934, as amended (the Exchange Act), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about our plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on 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 I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Part II, Item 1A. Risk Factors and other risks and uncertainties listed from time to time in our filings with the Securities and Exchange Commission (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 report or as of the dates indicated in the statements.

PART I: FINANCIAL INFORMATION

This 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.

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

AMERICAN AIRLINES GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except shares and per share amounts)(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Operating revenues:
Passenger	$	11,011		$	10,674		$	20,669		$	20,154
Cargo	221			261			439			488
Other	728			708			1,436			1,402
Total operating revenues	11,960			11,643			22,544			22,044
Operating expenses:
Aircraft fuel and related taxes	1,995			2,103			3,722			3,866
Salaries, wages and benefits	3,200			3,095			6,290			6,111
Regional expenses	1,886			1,793			3,648			3,490
Maintenance, materials and repairs	575			505			1,136			973
Other rent and landing fees	535			495			1,039			962
Aircraft rent	334			311			661			621
Selling expenses	401			385			771			742
Depreciation and amortization	489			457			969			898
Special items, net	121			182			259			407
Other	1,271			1,313			2,521			2,574
Total operating expenses	10,807			10,639			21,016			20,644
Operating income	1,153			1,004			1,528			1,400
Nonoperating income (expense):
Interest income	35			30			68			55
Interest expense, net	(275		)	(263		)	(546		)	(525		)
Other income (expense), net	(31		)	(15		)	78			64
Total nonoperating expense, net	(271		)	(248		)	(400		)	(406		)
Income before income taxes	882			756			1,128			994
Income tax provision	220			200			281			278
Net income	$	662		$	556		$	847		$	716

Earnings per common share:
Basic	$	1.49		$	1.20		$	1.89		$	1.53
Diluted	$	1.49		$	1.20		$	1.88		$	1.52
Weighted average shares outstanding (in thousands):
Basic	445,008			463,533			448,479			467,915
Diluted	445,587			464,618			449,508			469,608
Cash dividends declared per common share	$	0.10		$	0.10		$	0.20		$	0.20

See accompanying notes to condensed consolidated financial statements.

AMERICAN AIRLINES GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Net income	$	662		$	556		$	847		$	716
Other comprehensive income (loss), net of tax:
Pension, retiree medical and other postretirement benefits	(18		)	(17		)	(34		)	(33		)
Investments	—			2			3			—
Total other comprehensive loss, net of tax	(18		)	(15		)	(31		)	(33		)
Total comprehensive income	$	644		$	541		$	816		$	683

See accompanying notes to condensed consolidated financial statements.

AMERICAN AIRLINES GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except shares and par value)



	June 30, 2019			December 31, 2018
	(Unaudited)
ASSETS
Current assets
Cash	$	319		$	275
Short-term investments	5,088			4,485
Restricted cash and short-term investments	157			154
Accounts receivable, net	1,943			1,706
Aircraft fuel, spare parts and supplies, net	1,708			1,522
Prepaid expenses and other	635			495
Total current assets	9,850			8,637
Operating property and equipment
Flight equipment	42,437			41,499
Ground property and equipment	9,007			8,764
Equipment purchase deposits	1,372			1,278
Total property and equipment, at cost	52,816			51,541
Less accumulated depreciation and amortization	(18,114		)	(17,443		)
Total property and equipment, net	34,702			34,098
Operating lease right-of-use assets	9,102			9,151
Other assets
Goodwill	4,091			4,091
Intangibles, net of accumulated amortization of $683 and $663, respectively	2,105			2,137
Deferred tax asset	792			1,145
Other assets	1,325			1,321
Total other assets	8,313			8,694
Total assets	$	61,967		$	60,580
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Current maturities of long-term debt and finance leases	$	3,500		$	3,294
Accounts payable	2,118			1,773
Accrued salaries and wages	1,304			1,427
Air traffic liability	5,956			4,339
Loyalty program liability	3,310			3,267
Operating lease liabilities	1,639			1,654
Other accrued liabilities	2,296			2,342
Total current liabilities	20,123			18,096
Noncurrent liabilities
Long-term debt and finance leases, net of current maturities	21,791			21,179
Pension and postretirement benefits	5,641			6,907
Loyalty program liability	5,249			5,272
Operating lease liabilities	7,818			7,902
Other liabilities	1,367			1,393
Total noncurrent liabilities	41,866			42,653
Commitments and contingencies
Stockholders’ equity (deficit)
Common stock, $0.01 par value; 1,750,000,000 shares authorized, 445,262,351 shares issued and outstanding at June 30, 2019; 460,610,870 shares issued and outstanding at December 31, 2018	5			5
Additional paid-in capital	4,386			4,964
Accumulated other comprehensive loss	(5,927		)	(5,896		)
Retained earnings	1,514			758
Total stockholders’ deficit	(22		)	(169		)
Total liabilities and stockholders’ equity (deficit)	$	61,967		$	60,580

See accompanying notes to condensed consolidated financial statements.

AMERICAN AIRLINES GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)(Unaudited)



	Six Months Ended June 30,
	2019			2018
Net cash provided by operating activities	$	2,387		$	2,894
Cash flows from investing activities:
Capital expenditures and aircraft purchase deposits	(2,323		)	(1,731		)
Proceeds from sale of property and equipment and sale-leaseback transactions	537			258
Purchases of short-term investments	(2,201		)	(1,184		)
Sales of short-term investments	1,611			1,579
Decrease (increase) in restricted short-term investments	(2		)	43
Other investing activities	(35		)	—
Net cash used in investing activities	(2,413		)	(1,035		)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	2,589			892
Payments on long-term debt and finance leases	(1,781		)	(1,884		)
Deferred financing costs	(22		)	(28		)
Treasury stock repurchases	(625		)	(837		)
Dividend payments	(90		)	(94		)
Other financing activities	(1		)	(1		)
Net cash provided by (used in) financing activities	70			(1,952		)
Net increase (decrease) in cash and restricted cash	44			(93		)
Cash and restricted cash at beginning of period	286			398
Cash and restricted cash at end of period ⁽¹⁾	$	330		$	305

Non-cash transactions:
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	708		$	315
Finance leases	4			—
Settlement of bankruptcy obligations	7			—
Supplemental information:
Interest paid, net	559			542
Income taxes paid	4			13

⁽¹⁾The following table provides a reconciliation of cash and restricted cash to amounts reported within the condensed consolidated balance sheets:



Cash	$	319	$	293
Restricted cash included in restricted cash and short-term investments	11		12
Total cash and restricted cash	$	330	$	305

See accompanying notes to condensed consolidated financial statements.

AMERICAN AIRLINES GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(In millions, except share amounts)(Unaudited)



	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings (Deficit)			Total
Balance at December 31, 2018	$	5	$	4,964		$	(5,896	)	$	758		$	(169	)
Net income	—		—			—			185			185
Other comprehensive loss, net	—		—			(13		)	—			(13		)
Purchase and retirement of 16,947,393 shares of AAG common stock	—		(610		)	—			—			(610		)
Dividends declared on AAG common stock ($0.10 per share)	—		—			—			(46		)	(46		)
Issuance of 552,752 shares of AAG common stock pursuant to employee stock plans net of shares withheld for cash taxes	—		(8		)	—			—			(8		)
Share-based compensation expense	—		25			—			—			25
Balance at March 31, 2019	5		4,371			(5,909		)	897			(636		)
Net income	—		—			—			662			662
Other comprehensive loss, net	—		—			(18		)	—			(18		)
Dividends declared on AAG common stock ($0.10 per share)	—		—			—			(45		)	(45		)
Issuance of 1,046,122 shares of AAG common stock pursuant to employee stock plans net of shares withheld for cash taxes	—		(17		)	—			—			(17		)
Settlement of single-dip unsecured claims held in Disputed Claims Reserve	—		7			—			—			7
Share-based compensation expense	—		25			—			—			25
Balance at June 30, 2019	$	5	$	4,386		$	(5,927	)	$	1,514		$	(22	)



	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings (Deficit)			Total
Balance at December 31, 2017	$	5	$	5,714		$	(5,776	)	$	(723	)	$	(780	)
Net income	—		—			—			159			159
Other comprehensive loss, net	—		—			(18		)	—			(18		)
Purchase and retirement of 8,431,150 shares of AAG common stock	—		(449		)	—			—			(449		)
Dividends declared on AAG common stock ($0.10 per share)	—		—			—			(48		)	(48		)
Issuance of 313,744 shares of AAG common stock pursuant to employee stock plans net of shares withheld for cash taxes	—		(10		)	—			—			(10		)
Share-based compensation expense	—		24			—			—			24
Impact of adoption of Accounting Standards Update (ASU) 2016-01 related to financial instruments	—		—			—			60			60
Impact of adoption of ASU 2016-02 related to leases	—		—			—			197			197
Balance at March 31, 2018	5		5,279			(5,794		)	(355		)	(865		)
Net income	—		—			—			556			556
Other comprehensive loss, net	—		—			(15		)	—			(15		)
Purchase and retirement of 8,175,007 shares of AAG common stock	—		(350		)	—			—			(350		)
Dividends declared on AAG common stock ($0.10 per share)	—		—			—			(47		)	(47		)
Issuance of 1,286,622 shares of AAG common stock pursuant to employee stock plans net of shares withheld for cash taxes	—		(26		)	—			—			(26		)
Share-based compensation expense	—		20			—			—			20
Balance at June 30, 2018	$	5	$	4,923		$	(5,809	)	$	154		$	(727	)

See accompanying notes to condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

(Unaudited)

1. Basis of Presentation and Recent Accounting Pronouncements

(a) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of American Airlines Group Inc. (we, us, our and similar terms, or AAG) should be read in conjunction with the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2018. The accompanying unaudited condensed consolidated financial statements include the accounts of AAG and its wholly-owned subsidiaries. AAG’s principal subsidiary is American Airlines, Inc. (American). 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 (GAAP) 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 loyalty program, as well as pension and retiree medical and other postretirement benefits.

In the fourth quarter of 2018, we adopted ASU 2016-02: Leases (Topic 842) (the New Lease Standard) as of January 1, 2018. The New Lease Standard did not require the recast of prior periods; however, since we elected to early adopt the New Lease Standard in the fourth quarter of 2018, the three and six months ended June 30, 2018 have been recast to reflect the effects of adoption. As a result of the adoption of the New Lease Standard, our three and six months ended June 30, 2018 net income decreased by $10 million and $37 million, respectively.

(b) Recent Accounting Pronouncements

ASU 2018-02: Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

This ASU provides the option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings due to the U.S. federal corporate income tax rate change as a result of H.R. 1, the 2017 Tax Cuts and Jobs Act (the 2017 Tax Act). The amount of the reclassification is the difference between the amount initially charged or credited directly to other comprehensive income at the previous U.S. federal corporate income tax rate that remains in accumulated other comprehensive income and the amount that would have been charged or credited directly to other comprehensive income using the newly enacted U.S. federal corporate income tax rate, excluding the effect of any valuation allowance previously charged to income from continuing operations. This standard is effective for interim and annual reporting periods beginning after December 15, 2018. In the first quarter of 2019, we adopted this standard retrospectively as of December 22, 2017, the date the 2017 Tax Act was enacted, which resulted in the recast of prior reporting periods. As a result of the adoption, we reclassified $622 million of stranded tax effects principally related to our pension plans from accumulated other comprehensive loss to retained earnings.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

(Unaudited)

2. Special Items, Net

Special items, net in the condensed consolidated statements of operations consisted of the following (in millions):



	Three Months Ended June 30,					Six Months Ended June 30,
	2019		2018			2019			2018
Fleet restructuring expenses ⁽¹⁾	$	77	$	113		$	160		$	226
Merger integration expenses ⁽²⁾	39		60			76			120
Mark-to-market adjustments on bankruptcy obligations, net ⁽³⁾	5		(57		)	5			(56		)
Intangible asset impairment ⁽⁴⁾	—		26			—			26
Litigation settlement ⁽⁵⁾	—		5			—			45
Labor contract expenses	—		—			—			13
Other operating charges, net	—		35			18			33
Mainline operating special items, net	121		182			259			407

Mark-to-market adjustments on equity investments, net ⁽⁶⁾	52		66			(25		)	66
Debt refinancing and extinguishment charges	8		14			8			14
Other nonoperating charges, net	9		—			16			—
Nonoperating special items, net	69		80			(1		)	80

Income tax special items, net ⁽⁷⁾	—		18			—			40


⁽¹⁾	Fleet restructuring expenses principally included accelerated depreciation and rent expense for aircraft and related equipment grounded or expected to be grounded earlier than planned.


⁽²⁾	Merger integration expenses included costs associated with integration projects, principally our technical operations, flight attendant, human resources and payroll systems.


⁽³⁾	Bankruptcy obligations that will be settled in shares of our common stock are marked-to-market based on our stock price.


⁽⁴⁾	Intangible asset impairment includes a non-cash charge to write-off our Brazil route authority as a result of the U.S.-Brazil open skies agreement.


⁽⁵⁾	Settlement of a private party antitrust lawsuit. See Note 12 - “Private Party Antitrust Action Related to Passenger Capacity” for further discussion.


⁽⁶⁾	Mark-to-market adjustments on equity investments relate to net unrealized gains and losses primarily associated with our equity investment in China Southern Airlines Company Limited (China Southern Airlines).


⁽⁷⁾	Income tax special items for the three months ended June 30, 2018 included an $18 million charge related to an international income tax matter. Additionally, the six months ended June 30, 2018 included a $22 million charge to income tax expense to establish a required valuation allowance related to our estimated refund for Alternative Minimum Tax (AMT) credits.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

(Unaudited)

3. Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per common share (EPS) (in millions, except share and per share amounts):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Basic EPS:
Net income	$	662	$	556	$	847	$	716
Weighted average common shares outstanding (in thousands)	445,008		463,533		448,479		467,915
Basic EPS	$	1.49	$	1.20	$	1.89	$	1.53

Diluted EPS:
Net income for purposes of computing diluted EPS	$	662	$	556	$	847	$	716
Share computation for diluted EPS (in thousands):
Basic weighted average common shares outstanding	445,008		463,533		448,479		467,915
Dilutive effect of stock awards	579		1,085		1,029		1,693
Diluted weighted average common shares outstanding	445,587		464,618		449,508		469,608
Diluted EPS	$	1.49	$	1.20	$	1.88	$	1.52

Restricted stock unit awards excluded from the calculation of diluted EPS because inclusion would be antidilutive (in thousands)	3,087		1,690		2,677		845

4. Share Repurchase Programs and Dividends

In April 2018, we announced that our Board of Directors authorized a $2.0 billion share repurchase program that will expire on December 31, 2020. Since July 2014, our Board of Directors has approved seven share repurchase programs aggregating $13.0 billion of authority. As of June 30, 2019, there was $1.1 billion of remaining authority to repurchase shares under our current $2.0 billion share repurchase program. Share repurchases under our repurchase programs may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades or accelerated share repurchase transactions. Any such repurchases that may be made from time to time will be subject to market and economic conditions, applicable legal requirements and other relevant factors. We are not obligated to repurchase any specific number of shares and our repurchase of AAG common stock may be limited, suspended or discontinued at any time at our discretion and without prior notice.

During the six months ended June 30, 2019, we repurchased 16.7 million shares of AAG common stock (all of which we purchased during the first quarter of 2019) for $600 million at a weighted average cost per share of $36.02. Since the inception of our share repurchase programs in July 2014 through June 30, 2019, we repurchased 295.6 million shares of AAG common stock for $11.9 billion at a weighted average cost per share of $40.43.

In April 2019, our Board of Directors declared a cash dividend of $0.10 per share for stockholders of record as of May 8, 2019 and paid on May 22, 2019, totaling $44 million. For the first six months of 2019, we paid total quarterly cash dividends of $90 million.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC.

(Unaudited)

5. Revenue Recognition

Revenue

The following are the significant categories comprising our reported operating revenues (in millions):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Passenger revenue:
Passenger travel	$	10,217	$	9,877	$	18,989	$	18,507
Loyalty revenue - travel ⁽¹⁾	794		797		1,680		1,647
Total passenger revenue	11,011		10,674		20,669		20,154
Cargo	221		261		439		488
Other:
Loyalty revenue - marketing services	594		582		1,172		1,152
Other revenue	134		126		264		250
Total other revenue	728		708		1,436		1,402
Total operating revenues	$	11,960	$	11,643	$	22,544	$	22,044


⁽¹⁾	Loyalty revenue included in passenger revenue is principally comprised of mileage credit redemptions earned through travel and mileage credits sold to co-branded credit card and other partners.

The following is our total passenger revenue by geographic region (in millions):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Domestic	$	8,009	$	7,685	$	15,235	$	14,648
Latin America	1,241		1,284		2,612		2,729
Atlantic	1,407		1,298		2,080		1,967
Pacific	354		407		742