Part I, Item 2 of this report should be read in conjunction with Part II, Item 7
of AAG's and American's Annual Report on Form 10-K for the year ended
December 31, 2019 (the 2019 Form 10-K). The information contained herein is not
a comprehensive discussion and analysis of the financial condition and results
of operations of AAG and American, but rather updates disclosures made in the
2019 Form 10-K.
Financial Overview
Impact of Coronavirus (COVID-19)
COVID-19 has been declared a global health pandemic by the World Health
Organization. COVID-19 has surfaced in nearly all regions of the world, which
has driven the implementation of significant, government-imposed measures to
prevent or reduce its spread, including travel restrictions, closing of borders,
"shelter in place" orders and business closures. As a result, we have
experienced an unprecedented decline in the demand for air travel, which has
resulted in a material deterioration in our revenues. While our business
performed largely as expected in January and February of 2020, a severe
reduction in air travel during March 2020 resulted in our total operating
revenues decreasing nearly 20% in the first quarter of 2020 as compared to the
first quarter of 2019. While the length and severity of the reduction in demand
due to COVID-19 is uncertain, we presently expect the deterioration to increase
in the second quarter of 2020 and our results of operations for the remainder of
2020 to be severely impacted.
We have taken aggressive actions to mitigate the effect of COVID-19 on our
business including deep capacity reductions, structural changes to our fleet,
cost reductions, and steps to preserve cash and improve our overall liquidity
position. We remain extremely focused on taking all self-help measures available
to manage our business during this unprecedented time, consistent with the terms
of the financial support we have received from the U.S. Government under the
Coronavirus Aid, Relief, and Economic Security (CARES) Act which, among other
things, includes obligations regarding minimum air service and restrictions on
involuntary workforce actions. See Note 14 to AAG's Condensed Consolidated
Financial Statements in Part I, Item 1A for further information.
Capacity Reductions
We have significantly reduced our capacity (as measured by available seat
miles), with April and May 2020 flying expected to decrease by approximately 80%
year-over-year and June 2020 flying expected to decrease by approximately 70%
year-over-year. Given the fluidity of the environment, we will continue to
evaluate these targets and make further demand-driven adjustments to our
capacity as needed.
Fleet
To better align our network with lower passenger demand, we have accelerated the
retirement of Boeing 757, Boeing 767, Airbus A330-300 and Embraer 190 fleets as
well as certain regional aircraft. These retirements remove complexity from our
operation and bring forward cost savings and efficiencies associated with
operating fewer aircraft types. See Note 13 to AAG's Condensed Consolidated
Financial Statements in Part I, Item 1A for further information on the
accounting for our fleet retirements. Due to the inherent uncertainties of the
current operating environment, we will continue to evaluate our current fleet
and may decide to permanently retire additional aircraft.
Cost Reductions
We are moving quickly to align our costs with our reduced schedule. In
aggregate, we estimate that we have reduced our 2020 operating and capital
expenditures by more than $12 billion. These savings have been achieved through
lower fuel expense and a series of actions, including the capacity reductions
and accelerated fleet retirements discussed above as well as reductions in heavy
maintenance expense, the deferral of marketing expenditures, consolidation of
space at airport facilities and reductions in contractor, event and training
expenses. We have also suspended all non-essential hiring, paused
non-contractual pay rate increases, reduced executive and board of director
compensation and implemented voluntary leave and early retirement programs to
reduce our labor costs consistent with our obligations under the CARES Act. In
total, nearly 39,000 team members have opted for early retirement, a reduced
work schedule or a partially-paid leave status. Our average estimated second
quarter 2020 cash burn rate is currently expected to be approximately $70
million per day, and we presently expect this amount to decrease over time to
approximately $50 million per day for the month of June 2020 as these
cost-savings initiatives gain traction and assuming no material, unforecasted
revenue reductions, costs or other events.

                                       43
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Liquidity


At March 31, 2020, we had $6.8 billion in total available liquidity, consisting
of $3.6 billion in unrestricted cash and short-term investments and $3.2 billion
in undrawn capacity under our revolving credit facilities, of which we borrowed
$2.7 billion in April 2020.
During the first quarter of 2020, we completed the following financing
transactions (see Note 6 to AAG's Condensed Consolidated Financial Statements in
Part I, Item 1A for further information):
•      refinanced the $1.2 billion 2014 Term Loan Facility at a lower interest

rate and extended the maturity from 2021 to 2027;

• raised $1.0 billion from a 364-day senior secured delayed draw term loan

credit facility;

• issued $500 million in aggregate principal amount of 3.75% unsecured

senior notes due 2025 (the 3.75% senior notes) and repaid $500 million of

4.625% unsecured senior notes that matured in March 2020;

• raised $280 million from aircraft sale-leaseback transactions; and




•      raised $197 million from aircraft financings, of which $17 million was
       used to repay existing indebtedness.


We have been approved to receive an aggregate of $5.8 billion in financial
assistance to be paid in installments through the payroll support program
(Payroll Support Program) under the CARES Act of which we received an initial
disbursement of $2.9 billion in April 2020 (representing 50% of the current
expected total). We currently anticipate receiving three additional installments
from May to July 2020. As partial compensation to the U.S. Government for the
provision of financial assistance under the Payroll Support Program, we expect
to issue an aggregate principal amount of approximately $1.7 billion under a
promissory note and warrants to purchase up to 13.7 million shares of AAG common
stock (assuming the full $5.8 billion of financial assistance is received). As
of the date of this report, the principal amount of this promissory note is $842
million and a warrant to purchase up to 6.7 million shares of AAG common stock
has been issued. The principal amount of this promissory note will increase by
an amount equal to 30% of each additional installment disbursed under the PSP
Agreement, and we will issue a warrant for a number of shares of AAG common
stock equal to 10% of each such increase in the principal amount of this
promissory note, divided by $12.51 per share (the exercise price per share of
such warrants). See Note 14 to AAG's Condensed Consolidated Financial Statements
in Part I, Item 1A for further information on the Payroll Support Program. We
also applied for a secured loan from the U.S. Department of the Treasury
(Treasury) of approximately $4.75 billion under the CARES Act, which if granted
will involve the issuance of additional warrants to purchase approximately 38.0
million shares of AAG common stock. As of the date of this report, the secured
loan application has not been acted on. Also, we are permitted to, and will,
defer payment of the employer portion of social security taxes through the end
of 2020 (with 50% of the deferred amount due December 31, 2021 and the remaining
50% due December 31, 2022). This deferral is expected to provide approximately
$300 million in additional liquidity during 2020. Additionally, we have
suspended our capital return program, including share repurchases and the
payment of future dividends for at least the period that the restrictions
imposed by the CARES Act are applicable.
Based on our current forecast, we expect to have approximately $11 billion of
liquidity at the end of the second quarter, assuming no material, unforecasted
revenue reductions, costs or other events.
We continue to evaluate future financing opportunities and have engaged
third-party appraisers to evaluate some of our unencumbered assets. We expect to
pledge a portion of these unencumbered assets as collateral for future
financings, including as part of the approximately $4.75 billion secured loan we
have applied for under the CARES Act.
Certain of our debt financing agreements contain covenants requiring us to
maintain an aggregate of at least $2.0 billion of unrestricted cash and cash
equivalents and amounts available to be drawn under revolving credit facilities
and/or contain loan to value ratio covenants.
Given the above actions and our assumptions about the future impact of COVID-19
on travel demand, which could be materially different due to the inherent
uncertainties of the current operating environment, we expect to meet our cash
obligations as well as remain in compliance with the debt covenants in our
existing financing agreements for the next 12 months based on our current level
of unrestricted cash and short-term investments, our anticipated access to
liquidity (including via proceeds from financings and funds from government
assistance to be provided pursuant to the CARES Act) and projected cash flows
from operations.

                                       44
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AAG's First Quarter 2020 Results
The selected financial data presented below is derived from AAG's unaudited
condensed consolidated financial statements included in Part I, Item 1A of this
report and should be read in conjunction with those financial statements and the
related notes thereto.

                                           Three Months Ended March 31,                            Percent
                                                                                  Increase         Increase
                                              2020                2019           (Decrease)       (Decrease)
                                                      (In millions, except percentage changes)
Passenger revenue                      $         7,681       $       9,658     $     (1,977 )         (20.5 )
Cargo revenue                                      147                 218              (71 )         (32.7 )
Other operating revenue                            687                 708              (21 )          (2.9 )
Total operating revenues                         8,515              10,584           (2,069 )         (19.6 )
Mainline and regional aircraft fuel
and related taxes                                1,784               2,149             (365 )         (17.0 )
Salaries, wages and benefits                     3,140               3,090               50             1.6
Total operating expenses                        11,064              10,209              855             8.4
Operating income (loss)                         (2,549 )               375           (2,924 )        nm (2)
Pre-tax income (loss)                           (2,890 )               245           (3,135 )            nm
Income tax provision (benefit)                    (649 )                60             (709 )            nm
Net income (loss)                               (2,241 )               185           (2,426 )            nm

Pre-tax income (loss) - GAAP           $        (2,890 )     $         245     $     (3,135 )            nm
Adjusted for: Pre-tax net special
items (1)                                        1,442                  69            1,373              nm
Pre-tax income (loss) excluding net
special items                          $        (1,448 )     $         314     $     (1,762 )            nm



(1) See below "Reconciliation of GAAP to Non-GAAP Financial Measures" and Note 2

to AAG's Condensed Consolidated Financial Statements in Part I, Item 1A for


     details on the components of net special items.


(2)  Not meaningful.


Pre-Tax Income (Loss) and Net Income (Loss)
Pre-tax loss and net loss were $2.9 billion and $2.2 billion, respectively, in
the first quarter of 2020. This compares to first quarter 2019 pre-tax income
and net income of $245 million and $185 million, respectively. The
quarter-over-quarter decrease in our pre-tax income was principally driven by
lower revenues as a result of a decline in passenger demand and U.S. government
travel restrictions related to the outbreak and spread of COVID-19 and an
increase in our pre-tax net special items, offset in part by a decrease in fuel
costs. See Note 2 to AAG's Condensed Consolidated Financial Statements in Part
I, Item 1A for further information on net special items.
Excluding the effects of pre-tax net special items, pre-tax loss was $1.4
billion in the first quarter of 2020 and pre-tax income was $314 million in the
first quarter of 2019. The quarter-over-quarter decrease in our pre-tax income
excluding pre-tax net special items was principally driven by lower revenues as
described above, offset in part by a decrease in fuel costs.
Revenue
In the first quarter of 2020, we reported total operating revenues of $8.5
billion, a decrease of $2.1 billion, or 19.6%, as compared to the first quarter
of 2019. While our business performed largely as expected in January and
February of 2020, passenger revenue was $7.7 billion in the first quarter of
2020, a decrease of $2.0 billion, or 20.5%, as compared to the first quarter of
2019 due to severe reductions in air travel during March 2020. The decrease in
passenger revenue in the first quarter of 2020 was due to a decline in passenger
demand and U.S. government travel restrictions related to COVID-19, resulting in
a 17.6% quarter-over-quarter decrease in revenue passenger miles (RPMs) and a
9.5 point decrease in passenger load factor.
Cargo revenue decreased $71 million, or 32.7%, as compared to the first quarter
of 2019, primarily due to a 30.2% decrease in cargo ton miles reflecting
declines in freight volumes, principally as a result of international schedule
reductions.

                                       45
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Other operating revenue decreased $21 million, or 2.9%, as compared to the first
quarter of 2019, driven primarily by lower revenue associated with our loyalty
program and airport clubs.
Our total revenue per available seat mile (TRASM) was 13.71 cents in the first
quarter of 2020, a 13.6% decrease as compared to 15.87 cents in the first
quarter of 2019.
Fuel
Our mainline and regional fuel expense totaled $1.8 billion in the first quarter
of 2020, which was $365 million, or 17.0%, lower as compared to the first
quarter of 2019. This decrease was primarily driven by a 10.1% decrease in the
average price per gallon of aircraft fuel including related taxes to $1.83 in
the first quarter of 2020 from $2.04 in the first quarter of 2019, as well as a
7.6% decrease in gallons of fuel consumed as a result of lower capacity.
As of March 31, 2020, we did not have any fuel hedging contracts outstanding to
hedge our fuel consumption. Our current policy is not to enter into transactions
to hedge our fuel consumption, although we review that policy from time to time
based on market conditions and other factors. Although spot prices for oil and
jet fuel are presently very low by historical standards, we do not currently
view the market opportunities to hedge fuel prices as attractive because, among
other things, the forward curve for the purchase of such products, or hedges
related to such products, is very steep, any hedging would potentially require
significant capital or collateral to be placed at risk, and our future fuel
needs remain unclear due to uncertainties regarding air travel demand. As such,
and assuming we do not enter into any future transactions to hedge our fuel
consumption, we will continue to be fully exposed to fluctuations in fuel
prices.
Other Costs
We remain committed to actively managing our cost structure, which we believe is
necessary in an industry whose economic prospects are heavily dependent upon two
variables we cannot control: general economic conditions and the price of fuel.
In particular, the COVID-19 pandemic has resulted in a very rapid deterioration
in general economic conditions.
Our 2020 first quarter total cost per available seat mile (CASM) was 17.82
cents, an increase of 16.3%, from 15.31 cents in the first quarter of 2019. The
increase was driven in part by an increase in net special items. See Note 2 to
AAG's Condensed Consolidated Financial Statements in Part I, Item 1A for further
information on net special items. Higher maintenance and depreciation expenses,
costs associated with increased regional capacity and lower than planned overall
capacity in the first quarter of 2020 due to decreased passenger demand and U.S.
government travel restrictions related to COVID-19 also contributed to the
increase in CASM.
Our 2020 first quarter CASM excluding net special items and fuel was 12.97
cents, an increase of 9.2%, as compared to the first quarter of 2019. The
increase was primarily driven by higher maintenance and depreciation expenses,
regional costs and lower than planned capacity in the first quarter of 2020 as
described above.
For a reconciliation of CASM to total CASM excluding net special items and fuel,
see below "Reconciliation of GAAP to Non-GAAP Financial Measures."

                                       46
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Reconciliation of GAAP to Non-GAAP Financial Measures
We sometimes use financial measures that are derived from the condensed
consolidated financial statements but that are not presented in accordance with
GAAP to understand and evaluate our current operating performance and to allow
for period-to-period comparisons. We believe these non-GAAP financial measures
may also provide useful information to investors and others. These non-GAAP
measures may not be comparable to similarly titled non-GAAP measures of other
companies, and should be considered in addition to, and not as a substitute for
or superior to, any measure of performance, cash flow or liquidity prepared in
accordance with GAAP. We are providing a reconciliation of reported non-GAAP
financial measures to their comparable financial measures on a GAAP basis.
The following table presents the reconciliation of pre-tax income (loss) (GAAP
measure) to pre-tax income (loss) excluding net special items (non-GAAP
measure). Management uses this non-GAAP financial measure to evaluate our
current operating performance and to allow for period-to-period comparisons. As
net special items may vary from period-to-period in nature and amount, the
adjustment to exclude net special items allows management an additional tool to
understand our core operating performance.
                                                           Three Months Ended March 31,
                                                             2020                 2019
                                                                   (In millions)

Reconciliation of Pre-Tax Income (Loss) Excluding Net Special Items: Pre-tax income (loss) - GAAP

$        (2,890 )     $          245
Pre-tax net special items (1):
Operating special items, net                                    1,225                  138
Nonoperating special items, net                                   217                  (69 )
Total pre-tax net special items                                 1,442                   69

Pre-tax income (loss) excluding net special items $ (1,448 ) $ 314

(1) See Note 2 to AAG's Condensed Consolidated Financial Statements in Part I,


      Item 1A for further information on net special items.



                                       47

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Additionally, the table below presents the reconciliation of total operating
expenses (GAAP measure) to total operating costs excluding net special items and
fuel (non-GAAP measure). Management uses total operating costs excluding net
special items and fuel to evaluate our current operating performance and for
period-to-period comparisons. The price of fuel, over which we have no control,
impacts the comparability of period-to-period financial performance. The
adjustment to exclude aircraft fuel and net special items allows management an
additional tool to understand and analyze our non-fuel costs and core operating
performance. Amounts may not recalculate due to rounding.
                                                          Three Months 

Ended March 31,


                                                            2020            

2019


Reconciliation of Total Operating Costs per Available
Seat
Mile (CASM) Excluding Net Special Items and Fuel:
(In millions)
Total operating expenses - GAAP                       $       11,064       $       10,209
Operating net special items:
Mainline operating special items, net (1)                     (1,132 )               (138 )
Regional operating special items, net                            (93 )                  -

Fuel:


Aircraft fuel and related taxes - mainline                    (1,395 )             (1,726 )
Aircraft fuel and related taxes - regional                      (389 )      

(423 ) Total operating expenses, excluding net special items and fuel

$        8,055       $        7,922
(In millions)
Total Available Seat Miles (ASM)                              62,099        

66,674


(In cents)
Total operating CASM                                           17.82        

15.31


Operating net special items per ASM:
Mainline operating special items, net (1)                      (1.82 )              (0.21 )
Regional operating special items, net                          (0.15 )                  -
Fuel per ASM:
Aircraft fuel and related taxes - mainline                     (2.25 )              (2.59 )
Aircraft fuel and related taxes - regional                     (0.63 )              (0.63 )
Total operating CASM, excluding net special items and
fuel                                                           12.97                11.88




(1) See Note 2 to AAG's Condensed Consolidated Financial Statements in Part I,


      Item 1A for further information on net special items.



                                       48

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AAG's Results of Operations
Operating Statistics
The table below sets forth selected operating data for the three months ended
March 31, 2020 and 2019.
                                                      Three Months Ended
                                                          March 31,              Increase
                                                      2020           2019       (Decrease)
Revenue passenger miles (millions) (a)               45,171         54,802        (17.6 )%
Available seat miles (millions) (b)                  62,099         66,674         (6.9 )%
Passenger load factor (percent) (c)                    72.7           82.2         (9.5 )pts
Yield (cents) (d)                                     17.00          17.62         (3.5 )%
Passenger revenue per available seat mile (cents)
(e)                                                   12.37          14.49        (14.6 )%
Total revenue per available seat mile (cents) (f)     13.71          15.87        (13.6 )%
Aircraft at end of period (g)                         1,484          1,564         (5.1 )%
Fuel consumption (gallons in millions)                  972          1,053         (7.6 )%
Average aircraft fuel price including related
taxes (dollars per gallon)                             1.83           2.04        (10.1 )%
Full-time equivalent employees at end of period     131,500        129,800          1.3 %
Operating cost per available seat mile (cents)
(h)                                                   17.82          15.31         16.3 %





(a)  Revenue passenger mile (RPM) - A basic measure of sales volume. One RPM
     represents one passenger flown one mile.


(b)  Available seat mile (ASM) - A basic measure of production. One ASM
     represents one seat flown one mile.

(c) Passenger load factor - The percentage of available seats that are filled

with revenue passengers.

(d) Yield - A measure of airline revenue derived by dividing passenger revenue


     by RPMs.


(e)  Passenger revenue per available seat mile (PRASM) - Passenger revenue
     divided by ASMs.


(f)  Total revenue per available seat mile (TRASM) - Total revenues divided by
     ASMs.

(g) Includes aircraft owned and leased by American as well as aircraft operated

by third-party regional carriers under capacity purchase agreements.

Excludes 49 regional aircraft that are in temporary storage as follows: 17

Embraer 145, 15 Embraer 175, nine Embraer 140 and eight Bombardier CRJ200

aircraft.

(h) Operating cost per available seat mile (CASM) - Operating expenses divided

by ASMs.




Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019
Operating Revenues

                             Three Months Ended                          Percent
                                  March 31,              Increase       Increase
                              2020           2019       (Decrease)     (Decrease)
                                 (In millions, except percentage changes)
Passenger                $    7,681        $  9,658    $    (1,977 )       (20.5 )
Cargo                           147             218            (71 )       (32.7 )
Other                           687             708            (21 )        (2.9 )
Total operating revenues $    8,515        $ 10,584    $    (2,069 )       (19.6 )



                                       49

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This table presents our passenger revenue and the quarter-over-quarter change in
certain operating statistics:
                                                               Decrease
                                                 vs. Three Months Ended March 31, 2019
                   Three Months Ended                          Load      Passenger
                     March 31, 2020       RPMs      ASMs      Factor       Yield       PRASM
                     (In millions)
Passenger revenue $             7,681    (17.6)%   (6.9 )%   (9.5 )pts     (3.5 )%    (14.6 )%


Passenger revenue decreased $2.0 billion, or 20.5%, in the first quarter of 2020
from the first quarter of 2019 primarily due to a decline in passenger demand
and U.S. government travel restrictions related to COVID-19 resulting in a 17.6%
quarter-over-quarter decrease in RPMs and a 9.5 point decrease in passenger load
factor.
Cargo revenue decreased $71 million, or 32.7%, in the first quarter of 2020 from
the first quarter of 2019 primarily due to a 30.2% decrease in cargo ton miles
reflecting declines in freight volumes, principally as a result of international
schedule reductions.
Total operating revenues in the first quarter of 2020 decreased $2.1 billion, or
19.6%, from the first quarter of 2019, driven principally by a 20.5% decrease in
passenger revenue as described above. TRASM was 13.71 cents in the first quarter
of 2020, a 13.6% decrease as compared to 15.87 cents in the first quarter of
2019.
Operating Expenses

                                         Three Months Ended                       Percent
                                             March 31,             Increase      Increase
                                          2020         2019       (Decrease)    (Decrease)
                                            (In millions, except percentage changes)

Aircraft fuel and related taxes $ 1,395 $ 1,726 $ (331 ) (19.2 ) Salaries, wages and benefits

                3,140       3,090            50 

1.6


Maintenance, materials and repairs            629         561            68          12.1
Other rent and landing fees                   468         503           (35 )        (7.1 )
Aircraft rent                                 334         327             7           2.4
Selling expenses                              305         370           (65 )       (17.7 )
Depreciation and amortization                 560         480            80          16.7
Mainline operating special items, net       1,132         138           994            nm
Other                                       1,177       1,251           (74 )        (5.9 )
Regional expenses:
Aircraft fuel and related taxes               389         423           (34 )        (8.1 )
Other                                       1,535       1,340           195          14.6
Total operating expenses              $    11,064    $ 10,209    $      855           8.4


Total operating expenses increased $855 million, or 8.4%, in the first quarter
of 2020 from the first quarter of 2019. See detailed explanations below relating
to changes in total CASM.
Total CASM
We sometimes use financial measures that are derived from the condensed
consolidated financial statements but that are not presented in accordance with
GAAP to understand and evaluate our current operating performance and to allow
for period-to-period comparisons. We believe these non-GAAP financial measures
may also provide useful information to investors and others. These non-GAAP
measures may not be comparable to similarly titled non-GAAP measures of other
companies, and should be considered in addition to, and not as a substitute for
or superior to, any measure of performance, cash flow or liquidity prepared in
accordance with GAAP. We are providing a reconciliation of reported non-GAAP
financial measures to their comparable financial measures on a GAAP basis.
The table below presents the reconciliation of total operating expenses (GAAP
measure) to total operating costs excluding net special items and fuel (non-GAAP
measure). Management uses total operating costs excluding net special items and
fuel to evaluate our current operating performance and for period-to-period
comparisons. The price of fuel, over which we

                                       50
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have no control, impacts the comparability of period-to-period financial
performance. The adjustment to exclude aircraft fuel and net special items
allows management an additional tool to understand and analyze our non-fuel
costs and core operating performance.
The major components of our total CASM and our total CASM excluding net special
items and fuel for the three months ended March 31, 2020 and 2019 are as follows
(amounts may not recalculate due to rounding):

                                                       Three Months Ended               Percent
                                                            March 31,                   Increase
                                                     2020              2019            (Decrease)
                                                        (In cents, except percentage changes)
Total CASM:
Aircraft fuel and related taxes                       2.25               2.59                (13.2 )
Salaries, wages and benefits                          5.06               4.64                  9.1
Maintenance, materials and repairs                    1.01               0.84                 20.3
Other rent and landing fees                           0.75               0.75                 (0.2 )
Aircraft rent                                         0.54               0.49                  9.9
Selling expenses                                      0.49               0.56                (11.6 )
Depreciation and amortization                         0.90               0.72                 25.3
Mainline operating special items, net                 1.82               0.21                   nm
Other                                                 1.89               1.88                  1.0
Regional expenses:
Aircraft fuel and related taxes                       0.63               0.63                 (1.3 )
Other                                                 2.47               2.01                 23.0
Total CASM                                           17.82              15.31                 16.3
Mainline operating special items, net                (1.82 )            (0.21 )                 nm
Regional operating special items, net                (0.15 )                -                   nm
Aircraft fuel and related taxes:
Aircraft fuel and related taxes - mainline           (2.25 )            (2.59 )              (13.2 )
Aircraft fuel and related taxes - regional           (0.63 )            (0.63 )               (1.3 )
Total CASM, excluding net special items and fuel     12.97              11.88                  9.2


Significant changes in the components of total CASM are as follows:
•     Mainline aircraft fuel and related taxes per ASM decreased 13.2% in the
      first quarter of 2020 as compared to the first quarter of 2019 due to a

10.5% decrease in gallons consumed and a 9.7% decrease in the average price

per gallon of fuel including related taxes to $1.83 in the first quarter of

2020 from $2.02 in the first quarter of 2019.

• Salaries, wages and benefits per ASM increased 9.1% in the first quarter of

2020 as compared to the first quarter of 2019, primarily due to an 8.8%

decrease in capacity as a result of a decline in passenger demand and U.S.

government travel restrictions related to COVID-19.

• Maintenance, materials and repairs per ASM increased 20.3% in the first

quarter of 2020 as compared to the first quarter of 2019, due to an 8.8%

decrease in capacity as described above as well as an increase in the

volume of aircraft engine and component part repairs in the first quarter


      of 2020.


•     Aircraft rent per ASM increased 9.9% in the first quarter of 2020 as

compared to the first quarter of 2019, primarily due to an 8.8% decrease in

capacity as described above.

• Selling expenses per ASM decreased 11.6% in the first quarter of 2020 as

compared to the first quarter of 2019 primarily due to lower commission

expense and credit card fees driven by the overall decrease in revenues.

• Depreciation and amortization per ASM increased 25.3% in the first quarter

of 2020 as compared to the first quarter of 2019 due in part to an 8.8%

decrease in capacity as described above as well as accelerated depreciation

for certain aircraft and related equipment expected to be retired earlier


      than planned. Depreciation associated with facility improvements also
      contributed to the increase.



                                       51

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• Regional aircraft fuel and related taxes per ASM decreased 1.3% in the

first quarter of 2020 as compared to the first quarter of 2019 primarily

due to a 12.1% decrease in the average price per gallon of fuel including

related taxes to $1.86 in the first quarter of 2020 from $2.12 in the first

quarter of 2019. This decrease was offset in part by a 4.5% increase in

gallons of fuel consumed, principally due to increased regional capacity.

• Regional other operating expenses per ASM increased 23.0% in the first

quarter of 2020 as compared to the first quarter of 2019 primarily driven

by a 6.7% increase in regional capacity and $93 million of regional

operating net special items described below.

Operating Special Items, Net


                                                              Three Months Ended March 31,
                                                                2020                   2019
                                                                      (In millions)
Fleet impairment (1)                                    $            744         $            -
Labor contract expenses (2)                                          218                      -
Severance expenses (3)                                               205                      -

Mark-to-market adjustments on bankruptcy obligations, net (4)

                                                              (50 )                    -
Fleet restructuring expenses (5)                                       -                     83
Merger integration expenses                                            -                     37
Other operating charges, net                                          15                     18
Mainline operating special items, net                              1,132                    138
Regional operating special items, net (6)                             93                      -
Total operating special items, net                      $          1,225         $          138





(1)  Fleet impairment primarily includes a $676 million non-cash write-down of

aircraft and spare parts and $68 million in write-offs of right-of-use (ROU)

assets and lease return costs associated with our mainline fleet,

principally Boeing 757, Boeing 767, Airbus A330-300 and Embraer 190

aircraft, which are being retired earlier than previously planned as a

result of the decline in demand for air travel due to COVID-19. See Note 13

to AAG's Condensed Consolidated Financial Statements in Part I, Item 1A for

further information related to these charges.

(2) Labor contract expenses primarily relate to one-time charges resulting from

the ratification of a new contract with the Transport Workers Union and

International Association of Machinists & Aerospace Workers (the TWU-IAM

Association) for our maintenance and fleet service team members, including

signing bonuses and adjustments to vacation accruals resulting from pay rate

increases.

(3) Severance expenses principally include salary and medical costs associated

with certain team members who opted in to a voluntary early retirement

program offered as a result of reductions to our operation due to COVID-19.

(4) Bankruptcy obligations that will be settled in shares of our common stock

are marked-to-market based on our stock price.

(5) Fleet restructuring expenses principally included accelerated depreciation

and rent expense for aircraft and related equipment expected to be retired

earlier than planned.

(6) Regional operating special items, net primarily includes an $88 million

non-cash write-down of regional aircraft, principally certain Embraer 140

and certain Bombardier CRJ200 aircraft, which are being retired earlier than


     previously planned as a result of the decline in demand for air travel due
     to COVID-19. See Note 13 to AAG's Condensed Consolidated Financial
     Statements in Part I, Item 1A for further information related to this
     charge.



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Nonoperating Results

                                   Three Months Ended                       Percent
                                       March 31,             Increase      Increase
                                    2020          2019      (Decrease)    (Decrease)
                                      (In millions, except percentage changes)
Interest income                 $      21       $   33     $      (12 )       (35.8 )
Interest expense, net                (257 )       (271 )           14          (5.0 )
Other income (expense), net          (105 )        108           (213 )          nm

Total nonoperating expense, net $ (341 ) $ (130 ) $ (211 )

nm




In the first quarter of 2020, other nonoperating expense, net included $180
million of net special charges principally for mark-to-market unrealized losses
primarily associated with our equity investment in China Southern Airlines
Company Limited (China Southern Airlines) and certain treasury rate lock
derivative instruments, offset in part by $108 million of non-service related
pension and other postretirement benefit plan income.
In the first quarter of 2019, other nonoperating income, net included $69
million of net special credits principally for mark-to-market unrealized gains
primarily associated with our equity investment in China Southern Airlines and
$46 million of non-service related pension and other postretirement benefit plan
income.
The increase in non-service related pension and other postretirement benefit
plan income in the first quarter of 2020 as compared to the first quarter of
2019 is principally due to an increase in the expected return on pension plan
assets.
Income Taxes
In the first quarter of 2020, we recorded an income tax benefit of $649 million.
Substantially all of our income or loss before income taxes is attributable to
the United States.
See Note 7 to AAG's Condensed Consolidated Financial Statements in Part I,
Item 1A for additional information on income taxes.
American's Results of Operations
Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019
Operating Revenues

                             Three Months Ended                          Percent
                                  March 31,              Increase       Increase
                              2020           2019       (Decrease)     (Decrease)
                                 (In millions, except percentage changes)
Passenger                $    7,681        $  9,658    $    (1,977 )       (20.5 )
Cargo                           147             218            (71 )       (32.7 )
Other                           686             705            (19 )       

(2.6 ) Total operating revenues $ 8,514 $ 10,581 $ (2,067 ) (19.5 )




Passenger revenue decreased $2.0 billion, or 20.5%, in the first quarter of 2020
from the first quarter of 2019 primarily due to a decline in passenger demand
and U.S. government travel restrictions related to COVID-19 resulting in a
quarter-over-quarter decrease in RPMs and passenger load factor.
Cargo revenue decreased $71 million, or 32.7%, in the first quarter of 2020 from
the first quarter of 2019 primarily due to a decrease in cargo ton miles
reflecting declines in freight volumes, principally as a result of international
schedule reductions.
Total operating revenues in the first quarter of 2020 decreased $2.1 billion, or
19.5%, from the first quarter of 2019, driven principally by a 20.5% decrease in
passenger revenue as described above.

                                       53
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Operating Expenses

                                         Three Months Ended                       Percent
                                             March 31,             Increase      Increase
                                          2020         2019       (Decrease)    (Decrease)
                                            (In millions, except percentage changes)

Aircraft fuel and related taxes $ 1,395 $ 1,726 $ (331 ) (19.2 ) Salaries, wages and benefits

                3,138       3,089            49 

1.6


Maintenance, materials and repairs            629         561            68          12.1
Other rent and landing fees                   468         503           (35 )        (7.1 )
Aircraft rent                                 334         327             7           2.4
Selling expenses                              305         370           (65 )       (17.7 )
Depreciation and amortization                 560         480            80          16.7
Mainline operating special items, net       1,132         138           994            nm
Other                                       1,198       1,251           (53 )        (4.2 )
Regional expenses:
Aircraft fuel and related taxes               389         423           (34 )        (8.1 )
Other                                       1,502       1,368           134           9.8
Total operating expenses              $    11,050    $ 10,236    $      814           8.0


Total operating expenses increased $814 million, or 8.0%, in the first quarter
of 2020 from the first quarter of 2019.
Significant changes in the components of American's total operating expenses are
as follows:
•     Mainline aircraft fuel and related taxes decreased 19.2% in the first

quarter of 2020 as compared to the first quarter of 2019 due to a 10.5%


      decrease in gallons consumed and a 9.7% decrease in the average price per
      gallon of fuel including related taxes to $1.83 in the first quarter of
      2020 from $2.02 in the first quarter of 2019.

• Maintenance, materials and repairs increased 12.1% in the first quarter of

2020 as compared to the first quarter of 2019, primarily due to an increase

in the volume of aircraft engine and component part repairs in the first

quarter of 2020.

• Selling expenses decreased 17.7% in the first quarter of 2020 as compared

to the first quarter of 2019 primarily due to lower commission expense and

credit card fees driven by the overall decrease in revenues.

• Depreciation and amortization increased 16.7% in the first quarter of 2020


      as compared to the first quarter of 2019 due in part to accelerated
      depreciation for certain aircraft and related equipment expected to be
      retired earlier than planned. Depreciation associated with facility
      improvements also contributed to the increase.

• Regional aircraft fuel and related taxes decreased 8.1% in the first

quarter of 2020 as compared to the first quarter of 2019 primarily due to a

12.1% decrease in the average price per gallon of fuel including related

taxes to $1.86 in the first quarter of 2020 from $2.12 in the first quarter

of 2019. This decrease was offset in part by a 4.5% increase in gallons of

fuel consumed, principally due to increased regional capacity.

• Regional other operating expenses increased 9.8% in the first quarter of


      2020 as compared to the first quarter of 2019 primarily driven by an
      increase in regional capacity and $93 million of regional operating net
      special items described below.



                                       54

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Operating Special Items, Net


                                                              Three Months Ended March 31,
                                                                2020                   2019
                                                                      (In millions)
Fleet impairment (1)                                    $            744         $            -
Labor contract expenses (2)                                          218                      -
Severance expenses (3)                                               205                      -

Mark-to-market adjustments on bankruptcy obligations, net (4)

                                                              (50 )                    -
Fleet restructuring expenses (5)                                       -                     83
Merger integration expenses                                            -                     37
Other operating charges, net                                          15                     18
Mainline operating special items, net                              1,132                    138
Regional operating special items, net (6)                             93                      -
Total operating special items, net                      $          1,225         $          138





(1)  Fleet impairment primarily includes a $676 million non-cash write-down of
     aircraft and spare parts and $68 million in write-offs of ROU assets and

lease return costs associated with American's mainline fleet, principally

Boeing 757, Boeing 767, Airbus A330-300 and Embraer 190 aircraft, which are

being retired earlier than previously planned as a result of the decline in

demand for air travel due to COVID-19. See Note 12 to American's Condensed

Consolidated Financial Statements in Part I, Item 1B for further information

related to these charges.

(2) Labor contract expenses primarily relate to one-time charges resulting from

the ratification of a new contract with the TWU-IAM Association for

American's maintenance and fleet service team members, including signing


     bonuses and adjustments to vacation accruals resulting from pay rate
     increases.

(3) Severance expenses principally include salary and medical costs associated


     with certain team members who opted in to a voluntary early retirement
     program offered as a result of reductions to American's operation due to
     COVID-19.

(4) Bankruptcy obligations that will be settled in shares of AAG common stock

are marked-to-market based on AAG's stock price.

(5) Fleet restructuring expenses principally included accelerated depreciation

and rent expense for aircraft and related equipment expected to be retired

earlier than planned.

(6) Regional operating special items, net primarily includes an $88 million

non-cash write-down of regional aircraft, principally certain Embraer 140

and certain Bombardier CRJ200 aircraft, which are being retired earlier than

previously planned as a result of the decline in demand for air travel due

to COVID-19. See Note 12 to American's Condensed Consolidated Financial

Statements in Part I, Item 1B for further information related to this


     charge.


Nonoperating Results

                                   Three Months Ended                       Percent
                                       March 31,             Increase      Increase
                                    2020          2019      (Decrease)    (Decrease)
                                      (In millions, except percentage changes)
Interest income                 $     104       $  127     $      (23 )       (17.5 )
Interest expense, net                (260 )       (277 )           17          (6.0 )
Other income (expense), net          (105 )        109           (214 )          nm

Total nonoperating expense, net $ (261 ) $ (41 ) $ (220 )

nm

In the first quarter of 2020, other nonoperating expense, net included $180 million of net special charges principally for mark-to-market unrealized losses primarily associated with American's equity investment in China Southern Airlines and


                                       55
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certain treasury rate lock derivative instruments, offset in part by $108
million of non-service related pension and other postretirement benefit plan
income.
In the first quarter of 2019, other nonoperating income, net included $69
million of net special credits principally for mark-to-market unrealized gains
primarily associated with American's equity investment in China Southern
Airlines and $46 million of non-service related pension and other postretirement
benefit plan income.
The increase in non-service related pension and other postretirement benefit
plan income in the first quarter of 2020 as compared to the first quarter of
2019 is principally due to an increase in the expected return on pension plan
assets.
Income Taxes
American is part of the AAG consolidated income tax return.
In the first quarter of 2020, American recorded an income tax benefit of $628
million. Substantially all of American's income or loss before income taxes is
attributable to the United States.
See Note 5 to American's Condensed Consolidated Financial Statements in Part I,
Item 1B for additional information on income taxes.
Liquidity and Capital Resources
Liquidity
As of March 31, 2020, AAG had approximately $6.8 billion in total available
liquidity and $157 million in restricted cash and short-term investments.
Additional detail regarding our available liquidity is provided in the table
below (in millions):
                                                 AAG                                        American
                                March 31, 2020       December 31, 2019       March 31, 2020       December 31, 2019
Cash                          $            474     $               280     $            464     $               267
Short-term investments                   3,102                   3,546                3,100                   3,543
Undrawn revolving credit
facilities                               3,243                   3,243                3,243                   3,243
Total available liquidity     $          6,819     $             7,069     $          6,807     $             7,053


Given the actions we have taken in response to COVID-19 and our assumptions
about its future impact on travel demand, which could be materially different
due to the inherent uncertainties of the current operating environment, we
expect to meet our cash obligations as well as remain in compliance with the
debt covenants in our existing financing agreements for the next 12 months based
on our current level of unrestricted cash and short-term investments, our
anticipated access to liquidity (including via proceeds from financings and
funds from government assistance to be provided pursuant to the CARES Act) and
projected cash flows from operations.
Share Repurchase Programs and Cash Dividends
During the three months ended March 31, 2020, we repurchased 6.4 million shares
of AAG common stock for $145 million at a weighted average cost per share of
$22.77.
In January 2020, our Board of Directors declared a cash dividend of $0.10 per
share for stockholders of record as of February 5, 2020 and paid on February 19,
2020, totaling $43 million.
We have suspended our capital return program, including share repurchases and
the payment of future dividends. In connection with our receipt of financial
support under the Payroll Support Program, we agreed not to repurchase shares of
or make dividend payments in respect of AAG common stock through September 30,
2021. If we receive a secured loan from Treasury pursuant to the CARES Act, we
will be prohibited from repurchasing shares of AAG common stock through the date
that is one year after such secured loan is fully repaid.

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Certain Covenants
Certain of our debt financing agreements (including our term loans, revolving
credit facilities and spare engine EETCs) contain loan to value ratio covenants
and require us to appraise the related collateral annually. Pursuant to such
agreements, if the loan to value ratio exceeds a specified threshold or the
value of the appraised collateral fails to meet a specified threshold, as the
case may be, we are required, as applicable, to pledge additional qualifying
collateral (which in some cases may include cash or investment securities), or
pay down such financing, in whole or in part. As of the most recent applicable
measurement dates, we were in compliance with each of the foregoing collateral
coverage tests. Additionally, certain of our debt financing agreements contain
covenants requiring us to maintain an aggregate of at least $2.0 billion of
unrestricted cash and cash equivalents and amounts available to be drawn under
revolving credit facilities.
Sources and Uses of Cash
AAG
Operating Activities
Our net cash used in operating activities was $168 million for the first quarter
of 2020 as compared to net cash provided by operating activities of $1.7 billion
for the first quarter of 2019. The $1.8 billion quarter-over-quarter decrease in
operating cash flows was primarily due to a net loss in the first quarter of
2020 driven by lower revenues as a result of declining passenger demand and U.S.
government travel restrictions related to COVID-19.
Investing Activities
Our net cash used in investing activities was $162 million and $480 million for
the first quarter of 2020 and 2019, respectively.
Our principal investing activities in the first quarter of 2020 included
expenditures of $845 million for property and equipment, including five Airbus
321neo aircraft, three Embraer 175 aircraft and three Bombardier CRJ900
aircraft. These cash outflows were offset in part by $417 million in net sales
of short-term investments and $280 million of proceeds from aircraft
sale-leaseback transactions.
Our principal investing activities in the first quarter of 2019 included
expenditures of $1.3 billion for property and equipment, including seven Embraer
175 aircraft, four Boeing 737 MAX aircraft, two Boeing 787 Family aircraft and
two Airbus 321neo aircraft. These cash outflows were offset in part by $481
million in net sales of short-term investments and $352 million of proceeds from
aircraft sale-leaseback transactions.
Financing Activities
Our net cash provided by financing activities was $526 million for the first
quarter of 2020 as compared to net cash used in financing activities of $1.1
billion for the first quarter of 2019.
Our principal financing activities in the first quarter of 2020 included $1.7
billion in proceeds from the issuance of debt, including $1.0 billion provided
under the senior secured delayed draw term loan credit facility, $500 million
aggregate principal amount of 3.75% senior notes and $197 million in other
aircraft financings. These cash inflows were offset in part by $926 million
primarily in scheduled debt repayments, including repayment of $500 million of
4.625% senior notes, $171 million in share repurchases and $43 million in
dividend payments.
Our principal financing activities in the first quarter of 2019 included $849
million in scheduled debt repayments, $608 million in share repurchases and $46
million in dividend payments. These cash outflows were offset in part by $400
million in proceeds from the issuance of debt for the financing of certain
aircraft.
American
Operating Activities
American's net cash used in operating activities was $401 million for the first
quarter of 2020 as compared to net cash provided by operating activities of $956
million for the first quarter of 2019. The $1.4 billion quarter-over-quarter
decrease in operating cash flows was primarily due to a net loss in the first
quarter of 2020 driven by lower revenues as a result of declining passenger
demand and U.S. government travel restrictions related to COVID-19.

                                       57
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Investing Activities
American's net cash used in investing activities was $147 million and $438
million for the first quarter of 2020 and 2019, respectively.
American's principal investing activities in the first quarter of 2020 included
expenditures of $829 million for property and equipment, including five Airbus
321neo aircraft, three Embraer 175 aircraft and three Bombardier CRJ900
aircraft. These cash outflows were offset in part by $417 million in net sales
of short-term investments and $280 million of proceeds from aircraft
sale-leaseback transactions.
American's principal investing activities in the first quarter of 2019 included
expenditures of $1.3 billion for property and equipment, including seven Embraer
175 aircraft, four Boeing 737 MAX aircraft, two Boeing 787 Family aircraft and
two Airbus 321neo aircraft. These cash outflows were offset in part by $481
million in net sales of short-term investments and $352 million of proceeds from
aircraft sale-leaseback transactions.
Financing Activities
American's net cash provided by financing activities was $747 million for the
first quarter of 2020 as compared to net cash used in financing activities of
$455 million for the first quarter of 2019.
American's principal financing activities in the first quarter of 2020 included
$1.2 billion in proceeds from the issuance of debt, including $1.0 billion
provided under the senior secured delayed draw term loan credit facility and
$197 million in other aircraft financings, offset in part by $426 million
primarily in scheduled debt repayments.
American's principal financing activities in the first quarter of 2019 included
$849 million in scheduled debt repayments. These cash outflows were offset in
part by $400 million in proceeds from the issuance of debt for the financing of
certain aircraft.
Commitments
Significant Indebtedness
As of March 31, 2020, AAG had $24.7 billion in long-term debt, including current
maturities of $3.4 billion. As of March 31, 2020, American had $23.4 billion in
long-term debt, including current maturities of $3.4 billion. During the three
months ended March 31, 2020, there have been no material changes in our
significant indebtedness as discussed in our 2019 Form 10-K, except as discussed
in Note 6 to AAG's Condensed Consolidated Financial Statements in Part I,
Item 1A and Note 4 to American's Condensed Consolidated Financial Statements in
Part I, Item 1B.
Aircraft and Engine Purchase Commitments
As of March 31, 2020, we had definitive purchase agreements with Airbus, Boeing
and Embraer for the acquisition of the following mainline and regional aircraft
(1):
                   Remainder
                    of 2020     2021    2022    2023    2024    2025 and Thereafter    Total
Airbus
A320 Family (2)           13      10      30       8      22                     20      103
Boeing
737 MAX Family (3)        17       9      10       -       -                     40       76
787 Family                11      10       -       6       6                     13       46
Embraer
E175                       6       5       -       -       -                      -       11
Total                     47      34      40      14      28                     73      236





(1)   Delivery schedule represents our best estimate as of the date of this

report. Actual delivery dates are subject to change based on many potential


      factors including production delays by the manufacturer.



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(2) In October 2019, the Office of the U.S. Trade Representative announced a

10% tariff on new Airbus aircraft imported from Europe. Effective March 18,

2020, this tariff rate increased to 15%. We continue to take every effort


      to mitigate the effect of these tariffs on our Airbus deliveries. 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."

(3) On March 13, 2019, a directive from the Federal Aviation Administration

(FAA) grounded all U.S.-registered Boeing 737 MAX aircraft. Our fleet

currently includes 24 Boeing 737 MAX aircraft with an additional 76 on

order. We have removed all Boeing 737 MAX aircraft flying from our flight

schedule through August 17, 2020 and continue to assess this timeline. In

addition, we have not taken delivery of any Boeing 737 MAX Family aircraft

since the grounding. The extent of the delay to the scheduled deliveries of

the Boeing 737 MAX aircraft included in the table above is expected to be

impacted by the length of time the FAA order remains in place, Boeing's

production rate and the pace at which Boeing can deliver aircraft following

the lifting of the FAA order, among other factors. The above table reflects


      our estimate of future Boeing 737 MAX aircraft deliveries based on
      information currently available to us; however, the actual delivery
      schedule may differ from the table above, potentially materially.


We also have agreements for 32 spare engines to be delivered in 2020 and beyond.
We currently have financing commitments in place for all aircraft on order and
scheduled to be delivered through 2020 with the exception of two Boeing 737 MAX
Family aircraft and four Airbus 320 Family aircraft. Additionally, we have
financing commitments in place for 22 aircraft scheduled to be delivered in
2021: 10 Boeing 787 Family aircraft, seven Boeing 737 MAX Family aircraft and
five Embraer 175 aircraft. Our ability to draw on the financing commitments we
have in place is subject to (1) the satisfaction of various terms and
conditions, including in some cases, on our acquisition of the aircraft by a
certain date and the lifting of the grounding directive from the FAA of the
Boeing 737 MAX aircraft by a certain date and (2) the performance by the
counterparty providing such financing commitments of its obligations thereunder.
We do not have financing commitments in place for the remaining 12 aircraft
scheduled to be delivered in 2021. See Part II, Item 1A. Risk Factors - "We will
need to obtain sufficient financing or other capital to operate successfully"
for additional discussion.
Off-Balance Sheet Arrangements
An off-balance sheet arrangement is any transaction, agreement or other
contractual arrangement involving an unconsolidated entity under which a company
has (1) made guarantees, (2) a retained or a contingent interest in transferred
assets, (3) an obligation under derivative instruments classified as equity or
(4) any obligation arising out of a material variable interest in an
unconsolidated entity that provides financing, liquidity, market risk or credit
risk support to us, or that engages in leasing, hedging or research and
development arrangements with us.
There have been no material changes in our off-balance sheet arrangements as
discussed in our 2019 Form 10-K.
Labor Contracts
On March 26, 2020, a new five-year joint collective bargaining agreement was
ratified between us and the TWU-IAM Association. The new agreement will
significantly increase the cost of providing compensation and benefits to our
mainline maintenance and fleet service team members.

                                       59
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Contractual Obligations
The following table provides details of our future cash contractual obligations
as of March 31, 2020 (in millions). Except to the extent set forth in the
applicable accompanying footnotes, the table does not include commitments that
are contingent on events or other factors that are uncertain or unknown at this
time.
                                                                 Payments Due by Period
                               Remainder                                                          2025 and
                                of 2020         2021        2022         2023        2024        Thereafter        Total
American
Long-term debt:
Principal amount (a), (c)    $     1,895     $  3,362     $ 1,576     $  4,097     $ 1,546     $      10,926     $ 23,402
Interest obligations
(b), (c)                             583          629         545          471         372               889        3,489
Finance lease obligations            106          128         132          110         116               171          763
Aircraft and engine purchase
commitments (d)                      993          608       1,864        1,538       2,573             4,853       12,429

Operating lease commitments 1,485 1,990 1,817 1,632 1,253

             4,574       12,751
Regional capacity purchase
agreements (e)                       796        1,105       1,052        1,025       1,037             3,280        8,295
Minimum pension obligations
(f)                                    -          686         607          618         654               413        2,978
Retiree medical and other
postretirement benefits               18           18          18           17          29               265          365
Other purchase obligations
(g)                                1,949        2,618       1,180          486         248             1,095        7,576
Total American Contractual
Obligations                  $     7,825     $ 11,144     $ 8,791     $  9,994     $ 7,828     $      26,466     $ 72,048

AAG Parent and Other AAG
Subsidiaries
Long-term debt:
Principal amount (a)                   5            2         752            2           2               516        1,279
Interest obligations (b)              49           58          39           20          20                13          199
Operating lease commitments           12           16          14            9           5                19           75
Minimum pension obligations
(f)                                    -            7           4            4           5                13           33
Total AAG Contractual
Obligations                  $     7,891     $ 11,227     $ 9,600     $ 10,029     $ 7,860     $      27,027     $ 73,634






(a)  Amounts represent contractual amounts due. Excludes $221 million and $12
     million of unamortized debt discount, premium and issuance costs as of

March 31, 2020 for American and AAG Parent, respectively. For additional

information, see Note 6 and Note 4 to AAG's and American's Condensed

Consolidated Financial Statements in Part I, Items 1A and 1B, respectively.

(b) For variable-rate debt, future interest obligations are estimated using the


     current forward rates at March 31, 2020.


(c)  Includes $11.7 billion of future principal payments and $2.2 billion of

future interest payments as of March 31, 2020, related to EETCs associated


     with mortgage financings of certain aircraft and spare engines.


(d)  See "Aircraft and Engine Purchase Commitments" in Part I, Item 2.

Management's Discussion and Analysis of Financial Condition and Results of

Operations for additional information about the firm commitment aircraft

delivery schedule, in particular the footnotes to the table thereunder as to

potential changes to such delivery schedule. Due to uncertainty surrounding

the timing of delivery of certain aircraft, the amounts in the table

represent our current best estimate, including with respect to the delivery

of Boeing 737 MAX and Embraer 175 aircraft; however, the actual delivery

schedule may differ from the table above, potentially materially.

Additionally, the amounts in the table exclude 21 787-8 aircraft to be

delivered in 2020 and 2021 for which we have obtained committed lease

financing. This financing is reflected in the operating lease commitments


     line above.



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(e) Represents minimum payments under capacity purchase agreements with

third-party regional carriers. These commitments are estimates of costs

based on assumed minimum levels of flying under the capacity purchase

agreements and our actual payments could differ materially. Rental payments

under operating leases for certain aircraft flown under these capacity

purchase agreements are reflected in the operating lease commitments line

above.

(f) Includes minimum pension contributions based on actuarially determined

estimates as of December 31, 2019 and is based on estimated payments through

2029. Pursuant to the CARES Act passed in March 2020, minimum required

pension contributions to be made in the calendar year 2020 can be deferred

to January 1, 2021, with interest accruing from the original due date to the

new payment date. We expect to defer our $196 million 2020 minimum required

contribution to January 1, 2021.

(g) Includes purchase commitments for aircraft fuel, construction projects,

flight equipment maintenance and information technology support.




Capital Raising Activity and Other Possible Actions
In light of the cash needs imposed by the current operating losses due to
reduced demand in response to COVID-19 as well as our significant financial
commitments related to, among other things, new flight equipment, the servicing
and amortization of existing debt and equipment leasing arrangements, and future
pension funding obligations, we and our subsidiaries will regularly consider,
and enter into negotiations related to, capital raising activity, which may
include the entry into leasing transactions and future issuances of secured or
unsecured debt obligations or additional equity securities in public or private
offerings or otherwise. The cash available from operations (if any) and these
sources, however, may not be sufficient to cover our cash obligations because
economic factors may reduce the amount of cash generated by operations or
increase costs. For instance, an economic downturn or general global instability
caused by military actions, terrorism, disease outbreaks (in particular the
ongoing global outbreak of COVID-19), natural disasters or other causes could
reduce the demand for air travel, which would reduce the amount of cash
generated by operations. See Part II, Item 1A. Risk Factors - "The outbreak and
global spread of COVID-19 has resulted in a severe decline in demand for air
travel which has adversely impacted our business, operating results, financial
condition and liquidity. The duration and severity of the COVID-19 pandemic, and
similar public health threats that we may face in the future, could result in
additional adverse effects on our business, operating results, financial
condition and liquidity" for additional discussion. An increase in costs, either
due to an increase in borrowing costs caused by a reduction in credit ratings or
a general increase in interest rates, or due to an increase in the cost of fuel,
maintenance, aircraft, aircraft engines or parts, could decrease the amount of
cash available to cover cash contractual obligations. Moreover, certain of our
financing arrangements contain significant minimum cash balance or similar
liquidity requirements. As a result, we cannot use all of our available cash to
fund operations, capital expenditures and cash obligations without violating
these requirements. See Note 6 and Note 4 to AAG's and American's Condensed
Consolidated Financial Statements in Part I, Items 1A and 1B, respectively.
In the past, we have from time to time refinanced, redeemed or repurchased our
debt and taken other steps to reduce or otherwise manage the aggregate amount
and cost of our debt or lease obligations or otherwise improve our balance
sheet. Going forward, depending on market conditions, our cash position and
other considerations, we may continue to take such actions.
Critical Accounting Policies and Estimates
For information regarding our critical accounting policies and estimates, see
disclosures in the Consolidated Financial Statements and accompanying notes
contained in our 2019 Form 10-K and Note 13 and Note 12 to AAG's and American's
Condensed Consolidated Financial Statements in Part I, Items 1A and 1B,
respectively.
Recent Accounting Pronouncement
Accounting Standards Update (ASU) 2016-13: Financial Instruments - Credit Losses
(Topic 326)
This ASU requires the use of an expected loss model for certain types of
financial instruments and requires consideration of a broader range of
reasonable and supportable information to calculate credit loss estimates. For
trade receivables, loans and held-to-maturity debt securities, an estimate of
lifetime expected credit losses is required. For available-for-sale debt
securities, an allowance for credit losses will be required rather than a
reduction to the carrying value of the asset. We adopted this accounting
standard prospectively as of January 1, 2020, and it did not have a material
impact on our condensed consolidated financial statements.

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