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, 2021 (the 2021 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
2021 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. Ongoing global vaccination efforts and the
corresponding lifting of government restrictions in and between many markets
resulted in a significant recovery in demand for air travel, with $8.9 billion
of total revenue in the first quarter of 2022, a recovery of 84% as compared to
the first quarter of 2019. The continued impact of the COVID-19 pandemic,
including any increases in infection rates, new variants and renewed
governmental action to slow the spread of COVID-19 cannot be estimated.

Our capacity (as measured by available seat miles) continues to be reduced
compared to pre-COVID-19 pandemic levels, with total capacity in the first
quarter of 2022 down 10.7% as compared to the first quarter of 2019. Domestic
capacity in the first quarter of 2022 was down 7.5% while international capacity
was down 17.4% as compared to the first quarter of 2019.

While demand for domestic and short-haul international markets has largely
recovered to 2019 levels, uncertainty remains regarding the timing of a full
recovery. We will continue to match our forward capacity with observed booking
trends for future travel and make further adjustments to our capacity as needed.

Liquidity



As of March 31, 2022, we had $15.5 billion in total available liquidity,
consisting of $12.5 billion in unrestricted cash and short-term investments,
$2.8 billion in undrawn capacity under revolving credit facilities and a total
of $220 million in undrawn short-term revolving and other facilities.

During the first three months of 2022, we completed the following financing transactions (see Note 5 to AAG's Condensed Consolidated Financial Statements in Part I, Item 1A for further information):

•received approximately $367 million in proceeds from enhanced equipment trust certificates (EETCs); and

•repurchased $317 million of unsecured notes on the open market.



A significant portion 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 covenants requiring us to meet certain loan to
value, collateral coverage and/or peak debt service coverage ratios.

Given our current assumptions about the future impact of the COVID-19 pandemic
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 projected cash flows from
operations.
                                       42

--------------------------------------------------------------------------------

Table of Contents

AAG's First Quarter 2022 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
                                                      2022                  2021              (Decrease)           (Decrease) (2)
                                                                     (In millions, except percentage changes)
Passenger revenue                              $         7,818          $    3,179          $     4,639                nm (3)
Cargo revenue                                              364                 315                   49                 15.4
Other operating revenue                                    717                 514                  203                 39.6
Total operating revenues                                 8,899               4,008                4,891                  nm
Aircraft fuel and related taxes                          2,502               1,034                1,468                  nm
Salaries, wages and benefits                             3,154               2,730                  424                 15.5
Total operating expenses                                10,622               5,323                5,299                 99.6
Operating loss                                          (1,723)             (1,315)                 408                 31.0
Pre-tax loss                                            (2,086)             (1,573)                 513                 32.6
Income tax benefit                                        (451)               (323)                 128                 39.6
Net loss                                                (1,635)             (1,250)                 385                 30.8

Pre-tax loss - GAAP                            $        (2,086)         $   (1,573)         $       513                 32.6
Adjusted for: pre-tax net special items (1)                160              (1,946)              (2,106)                 nm

Pre-tax loss excluding net special items $ (1,926) $ (3,519) $ (1,593)

               (45.3)




(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)Fluctuations may not be meaningful due to the volatility caused by the COVID-19 pandemic.

(3)Not meaningful or greater than 100% change.

Pre-Tax Loss and Net Loss



Pre-tax loss and net loss were $2.1 billion and $1.6 billion, respectively, in
the first quarter of 2022. This compares to first quarter 2021 pre-tax loss and
net loss of $1.6 billion and $1.3 billion, respectively. The
quarter-over-quarter increase in our pre-tax loss on a GAAP basis was driven by
higher aircraft fuel and related taxes and other operating expenses, primarily
as a result of a 64.7% increase in the average price per gallon of aircraft fuel
and a 57.6% increase in capacity as compared to the first quarter of 2021. The
first quarter of 2021 also includes the recognition of $1.9 billion of net
special credits principally related to PSP Financial Assistance. These increases
in operating expenses were offset in part by higher revenues driven by a
significant recovery in domestic and short-haul international demand. See Note 2
to AAG's Condensed Consolidated Financial Statement 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 $1.9
billion and $3.5 billion in the first quarter of 2022 and 2021, respectively.
The quarter-over-quarter improvement in our pre-tax loss excluding pre-tax net
special items was primarily due to higher revenues driven by a significant
recovery in domestic and short-haul international demand, offset in part by an
increase in our aircraft fuel and related taxes and other operating expenses
primarily as a result of a 64.7% increase in the average price per gallon of
aircraft fuel and a 57.6% increase in capacity as compared to the first quarter
of 2021.
                                       43

--------------------------------------------------------------------------------

Table of Contents

Revenue



In the first quarter of 2022, we reported total operating revenues of $8.9
billion, an increase of $4.9 billion as compared to the first quarter of 2021.
Passenger revenue was $7.8 billion in the first quarter of 2022, an increase of
$4.6 billion as compared to the first quarter of 2021. The increase in passenger
revenue in the first quarter of 2022 was due to a 97.2% increase in revenue
passenger miles (RPMs) driven by a significant recovery in domestic and
short-haul international demand, resulting in a 74.4% load factor in the first
quarter of 2022.

In the first quarter of 2022, cargo revenue was $364 million, an increase of $49
million, or 15.4%, as compared to the first quarter of 2021. The increase in
cargo revenue was primarily due to a 14.6% increase in cargo yield as a result
of higher rates.

Other operating revenue increased $203 million, or 39.6%, as compared to the
first quarter of 2021, driven primarily by higher revenue associated with our
loyalty program. During the three months ended March 31, 2022 and 2021, cash
payments from co-branded credit card and other partners were $1.4 billion and
$1.0 billion, respectively.

Our total revenue per available seat mile (TRASM) was 14.95 cents in the first quarter of 2022, a 40.8% increase as compared to 10.61 cents in the first quarter of 2021.

Fuel



Aircraft fuel expense was $2.5 billion in the first quarter of 2022, which was
$1.5 billion higher as compared to the first quarter of 2021. This increase was
primarily driven by a 64.7% increase in the average price per gallon of aircraft
fuel including related taxes to $2.80 in the first quarter of 2022 from $1.70 in
the first quarter of 2021 and a 47.0% increase in gallons of fuel consumed
principally due to increased capacity.

As of March 31, 2022, 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. 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 onset of the COVID-19 pandemic resulted in a very rapid
deterioration in general economic conditions.

Our 2022 first quarter total operating cost per available seat mile (CASM) was
17.84 cents, an increase of 26.6%, from 14.09 cents in the first quarter of
2021. This increase in CASM was primarily driven by higher aircraft fuel and
related taxes and other operating expenses as described above. In addition, the
2021 first quarter CASM includes the recognition of $1.9 billion of net special
credits principally related to PSP Financial Assistance.

Our 2022 first quarter CASM excluding net special items and fuel was 13.38
cents, a decrease of 18.7%, from 16.45 cents in the first quarter of 2021. This
decrease in CASM excluding net special items and fuel was primarily driven by
higher capacity due to increased passenger demand as described above.

For a reconciliation of CASM to CASM excluding net special items and fuel, see below "Reconciliation of GAAP to Non-GAAP Financial Measures."


                                       44

--------------------------------------------------------------------------------

Table of Contents

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
accounting principles generally accepted in the U.S. (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 loss (GAAP measure)
to pre-tax 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,
                                                                  2022           2021
                                                                    (In millions)

Reconciliation of Pre-Tax Loss Excluding Net Special Items: Pre-tax loss - GAAP

$   (2,086)     $ (1,573)
Pre-tax net special items (1):
Operating special items, net                                         157    

(1,923)


Nonoperating special items, net                                        3    

(23)


Total pre-tax net special items                                      160    

(1,946)


Pre-tax loss excluding net special items                      $   (1,926)     $ (3,519)

(1)See Note 2 to AAG's Condensed Consolidated Financial Statements in Part I, Item 1A for further information on net special items.


                                       45

--------------------------------------------------------------------------------

Table of Contents



Additionally, the table below presents the reconciliation of total operating
costs (GAAP measure) to total operating costs excluding net special items and
fuel (non-GAAP measure) and CASM to CASM excluding net special items and fuel.
Management uses total operating costs excluding net special items and fuel and
CASM 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 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,
                                                                         2022                  2021

Reconciliation of CASM Excluding Net Special Items and Fuel: (In millions) Total operating expenses - GAAP

$     10,622          $     5,323
Operating net special items (1):
Mainline operating special items, net                                       (157)               1,708
Regional operating special items, net                                          -                  215
Aircraft fuel and related taxes                                           (2,502)              (1,034)

Total operating expenses, excluding net special items and fuel $ 7,963 $ 6,212



Total Available Seat Miles (ASM)                                          59,533               37,764
(In cents)
CASM                                                                       17.84                14.09
Operating net special items per ASM (1):
Mainline operating special items, net                                      (0.26)                4.52
Regional operating special items, net                                          -                 0.57
Aircraft fuel and related taxes per ASM                                    (4.20)               (2.74)
CASM, excluding net special items and fuel                                 13.38                16.45



(1)See Note 2 to AAG's Condensed Consolidated Financial Statements in Part I, Item 1A for further information on net special items.


                                       46

--------------------------------------------------------------------------------


  Table of Contents

AAG's Results of Operations

Operating Statistics

The table below sets forth selected operating data for the three months ended March 31, 2022 and 2021. Amounts may not recalculate due to rounding.



                                                                         Three Months Ended
                                                                              March 31,
                                                                    2022                     2021               Increase
Revenue passenger miles (millions) (a)                              44,290                  22,464               97.2%
Available seat miles (millions) (b)                                 59,533                  37,764               57.6%
Passenger load factor (percent) (c)                                   74.4                    59.5              14.9pts
Yield (cents) (d)                                                    17.65                   14.15               24.7%
Passenger revenue per available seat mile (cents) (e)                13.13                    8.42               56.0%
Total revenue per available seat mile (cents) (f)                    14.95                   10.61               40.8%
Fuel consumption (gallons in millions)                                 894                     608               47.0%

Average aircraft fuel price including related taxes (dollars per gallon)

                                                           2.80                    1.70               64.7%
Total operating cost per available seat mile (cents) (g)             17.84                   14.09               26.6%
Aircraft at end of period (h)                                        1,453                   1,399                3.9%
Full-time equivalent employees at end of period                    127,000                 113,200               12.2%



(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)Total operating cost per available seat mile (CASM) - Total operating expenses divided by ASMs.



(h)Includes aircraft owned and leased by American as well as aircraft operated
by third-party regional carriers under capacity purchase agreements. Excludes 29
mainline aircraft and 12 regional aircraft that are in temporary storage at
March 31, 2022 as follows: 29 Boeing 737-800, 11 Embraer 145 and one Embraer
170.
                                       47

--------------------------------------------------------------------------------

Table of Contents



Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Operating Revenues

                                 Three Months Ended
                                      March 31,                               Percent
                                  2022             2021        Increase      Increase
                                     (In millions, except percentage changes)
Passenger                  $      7,818          $ 3,179      $  4,639           nm
Cargo                               364              315            49         15.4
Other                               717              514           203         39.6
Total operating revenues   $      8,899          $ 4,008      $  4,891           nm

This table presents our passenger revenue and the quarter-over-quarter change in certain operating statistics:



                                                                                                       Increase
                                                                                        vs. Three Months Ended March 31, 2021
                                       Three Months
                                          Ended                                                           Load                Passenger
                                      March 31, 2022           RPMs                 ASMs                 Factor                 Yield             PRASM
                                      (In millions)
Passenger revenue                    $       7,818             97.2%                57.6%               14.9pts                 24.7%             56.0%


Passenger revenue increased $4.6 billion in the first quarter of 2022 from the
first quarter of 2021 primarily due to a 97.2% increase in RPMs driven by a
significant recovery in domestic and short-haul international demand, resulting
in a 74.4% load factor in the first quarter of 2022.

Cargo revenue increased $49 million, or 15.4%, in the first quarter of 2022 from
the first quarter of 2021 primarily due to a 14.6% increase in cargo yield as a
result of higher rates.

Other operating revenue increased $203 million, or 39.6%, as compared to the
first quarter of 2021, driven primarily by higher revenue associated with our
loyalty program.

Total operating revenues in the first quarter of 2022 increased $4.9 billion
from the first quarter of 2021 driven principally by the increase in passenger
revenue as described above. Our TRASM increased 40.8% to 14.95 cents in the
first quarter of 2022 from 10.61 cents in the first quarter of 2021.

Operating Expenses

                                                            Three Months Ended
                                                                 March 31,                                             Percent
                                                          2022                   2021             Increase            Increase
                                                                      (In millions, except percentage changes)
Aircraft fuel and related taxes                   $        2,502              $  1,034          $   1,468                 nm
Salaries, wages and benefits                               3,154                 2,730                424               15.5
Regional expenses                                          1,052                   625                427               68.3
Maintenance, materials and repairs                           617                   376                241               64.0
Other rent and landing fees                                  678                   570                108               18.9
Aircraft rent                                                353                   351                  2                0.7
Selling expenses                                             332                   151                181                 nm
Depreciation and amortization                                492                   478                 14                2.8
Mainline operating special items, net                        157                (1,708)             1,865                 nm
Other                                                      1,285                   716                569               79.5
Total operating expenses                          $       10,622              $  5,323          $   5,299               99.6


Total operating expenses increased $5.3 billion, or 99.6%, in the first quarter
of 2022 from the first quarter of 2021 driven by higher aircraft fuel and
related taxes and other expenses, primarily as a result of an increase in the
average price per gallon of aircraft fuel and increased capacity, as well as an
increase in net operating special items principally
                                       48

--------------------------------------------------------------------------------

Table of Contents



related to the PSP Financial Assistance recognized as a net special credit in
the first quarter of 2021. See further discussion of operating special items,
net below.

Aircraft fuel and related taxes increased $1.5 billion in the first quarter of
2022 from the first quarter of 2021 primarily due to a 64.7% increase in the
average price per gallon of aircraft fuel including related taxes to $2.80 in
the first quarter of 2022 from $1.70 in the first quarter of 2021 and a 47.0%
increase in gallons of fuel consumed principally due to increased capacity.

Salaries, wages and benefits increased $424 million, or 15.5%, in the first quarter of 2022 from the first quarter of 2021 primarily due to a 12.2% increase in full-time equivalent employees from the first quarter of 2021.



Maintenance, materials and repairs increased $241 million, or 64.0%, in the
first quarter of 2022 from the first quarter of 2021 primarily due to increased
capacity and an increase in the volume of engine overhauls performed under time
and material contracts where expense is incurred and recognized as maintenance
is performed.

Selling expenses increased $181 million in the first quarter of 2022 from the
first quarter of 2021 due to higher credit card fees, commission expense and
booking fees driven by the overall increase in revenues.

Other operating expenses increased $569 million, or 79.5%, in the first quarter
of 2022 from the first quarter of 2021 primarily as a result of increased
capacity and expenses associated with improving our product offerings, customer
experience and operational reliability.

Operating Special Items, Net

Three Months Ended March 31,


                                                                           2022                  2021
                                                                                 (In millions)
Fleet impairment (1)                                                 $         149          $         -
PSP Financial Assistance (2)                                                     -               (1,882)
Severance expenses (3)                                                           -                  168
Mark-to-market adjustments on bankruptcy obligations, net                        -                    6
Other operating special items, net                                               8                    -
Mainline operating special items, net                                          157               (1,708)

PSP Financial Assistance (2)                                                     -                 (244)
Fleet impairment (1)                                                             -                   27

Severance expenses (3)                                                           -                    2
Regional operating special items, net                                            -                 (215)
Operating special items, net                                         $         157          $    (1,923)




(1)Fleet impairment in the first quarter of 2022 included a non-cash impairment
charge to write down the carrying value of our retired Airbus A330 fleet to the
estimated fair value due to current market conditions for certain used aircraft.
We retired our Airbus A330 fleet in 2020 as a result of the decline in demand
for air travel due to the COVID-19 pandemic.

Fleet impairment in the first quarter of 2021 included a non-cash impairment charge to write down regional aircraft resulting from the retirement of the remaining Embraer 140 fleet earlier than planned.

(2)The PSP Financial Assistance represents recognition of a portion of the financial assistance received from the U.S. Department of Treasury pursuant to the payroll support program established under the PSP Extension Law.



(3)Severance expenses include salary and medical costs primarily associated with
certain team members who opted into voluntary early retirement programs offered
as a result of reductions to our operation due to the COVID-19 pandemic. Cash
payments primarily associated with our voluntary early retirement programs were
approximately $90 million and $170 million for the first quarter of 2022 and
2021, respectively.
                                       49

--------------------------------------------------------------------------------


  Table of Contents

Nonoperating Results


                                        Three Months Ended                              Percent
                                            March 31,                 Increase          Increase
                                         2022             2021       (Decrease)        (Decrease)
                                              (In millions, except percentage changes)
Interest income                   $        8            $    4      $         4            nm
Interest expense, net                   (463)             (371)             (92)          25.1
Other income, net                         92               109              (17)         (14.5)
Total nonoperating expense, net   $     (363)           $ (258)     $      

(105) 40.5




Interest expense, net increased in the first quarter of 2022 compared to the
first quarter of 2021 primarily due to the impact of the AAdvantage Financing
issued at the end of the first quarter of 2021, which improved our liquidity
position in response to the COVID-19 pandemic.

In the first quarter of 2022, other nonoperating income, net primarily included
$106 million of non-service related pension and other postretirement benefit
plan income.

In the first quarter of 2021, other nonoperating income, net included $87
million of non-service related pension and other postretirement benefit plan
income and $23 million of net special credits principally for mark-to-market net
unrealized gains associated with our equity investment in China Southern
Airlines and other instruments, offset in part by non-cash charges associated
with debt refinancings and extinguishments.

Income Taxes



In the first quarter of 2022, we recorded an income tax benefit of $451 million.
Substantially all of our income or loss before income taxes is attributable to
the United States.

See Note 6 to AAG's Condensed Consolidated Financial Statements in Part I, Item 1A for additional information on income taxes.


                                       50

--------------------------------------------------------------------------------

Table of Contents

American's Results of Operations



Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Operating Revenues

                                 Three Months Ended
                                      March 31,                               Percent
                                  2022             2021        Increase      Increase
                                     (In millions, except percentage changes)
Passenger                  $      7,818          $ 3,179      $  4,639          nm
Cargo                               364              315            49         15.4
Other                               714              514           200         39.1
Total operating revenues   $      8,896          $ 4,008      $  4,888          nm


Passenger revenue increased $4.6 billion in the first quarter of 2022 from the
first quarter of 2021 primarily due to an increase in RPMs driven by a
significant recovery in domestic and short-haul international demand, resulting
in an increased load factor in the first quarter of 2022.

Cargo revenue increased $49 million, or 15.4%, in the first quarter of 2022 from the first quarter of 2021 primarily due to an increase in cargo yield as a result of higher rates.

Other operating revenue increased $200 million, or 39.1%, as compared to the first quarter of 2021, driven primarily by higher revenue associated with American's loyalty program.



Total operating revenues in the first quarter of 2022 increased $4.9 billion
from the first quarter of 2021 driven principally by the increase in passenger
revenue as described above.

Operating Expenses

                                                           Three Months Ended
                                                               March 31,                                               Percent
                                                        2022                    2021             Increase              Increase
                                                                     (In millions, except percentage changes)
Aircraft fuel and related taxes                 $        2,502              $   1,034          $    1,468                 nm
Salaries, wages and benefits                             3,152                  2,729                 423                15.5
Regional expenses                                        1,023                    624                 399                63.8
Maintenance, materials and repairs                         617                    376                 241                64.0
Other rent and landing fees                                678                    570                 108                18.9
Aircraft rent                                              353                    351                   2                0.7
Selling expenses                                           332                    151                 181                 nm
Depreciation and amortization                              492                    478                  14                2.8
Mainline operating special items, net                      157                 (1,708)              1,865                 nm
Other                                                    1,286                    717                 569                79.3
Total operating expenses                        $       10,592              $   5,322          $    5,270                99.0


Total operating expenses increased $5.3 billion, or 99.0%, in the first quarter
of 2022 from the first quarter of 2021 driven by higher aircraft fuel and
related taxes and other expenses, primarily as a result of an increase in the
average price per gallon of aircraft fuel and increased capacity, as well as an
increase in net operating special items principally related to the PSP Financial
Assistance recognized as a net special credit in the first quarter of 2021. See
further discussion of operating special items, net below.

Aircraft fuel and related taxes increased $1.5 billion in the first quarter of
2022 from the first quarter of 2021 primarily due to a 64.7% increase in the
average price per gallon of aircraft fuel including related taxes to $2.80 in
the first quarter of 2022 from $1.70 in the first quarter of 2021 and a 47.0%
increase in gallons of fuel consumed principally due to increased capacity.
                                       51

--------------------------------------------------------------------------------

Table of Contents

Salaries, wages and benefits increased $423 million, or 15.5%, in the first quarter of 2022 from the first quarter of 2021 primarily due to an increase in full-time equivalent employees from the first quarter of 2021.



Maintenance, materials and repairs increased $241 million, or 64.0%, in the
first quarter of 2022 from the first quarter of 2021 primarily due to increased
capacity and an increase in the volume of engine overhauls performed under time
and material contracts where expense is incurred and recognized as maintenance
is performed.

Selling expenses increased $181 million in the first quarter of 2022 from the
first quarter of 2021 due to higher credit card fees, commission expense and
booking fees driven by the overall increase in revenues.

Other operating expenses increased $569 million, or 79.3%, in the first quarter
of 2022 from the first quarter of 2021 primarily as a result of increased
capacity and expenses associated with improving our product offerings, customer
experience and operational reliability.

Operating Special Items, Net

Three Months Ended March 31,


                                                                           2022                  2021
                                                                                 (In millions)
Fleet impairment (1)                                                 $         149          $         -
PSP Financial Assistance (2)                                                     -               (1,882)
Severance expenses (3)                                                           -                  168
Mark-to-market adjustments on bankruptcy obligations, net                        -                    6
Other operating special items, net                                               8                    -
Mainline operating special items, net                                          157               (1,708)

PSP Financial Assistance (2)                                                     -                 (244)
Fleet impairment (1)                                                             -                   27
Regional operating special items, net                                            -                 (217)
Operating special items, net                                         $         157          $    (1,925)




(1)Fleet impairment in the first quarter of 2022 included a non-cash impairment
charge to write down the carrying value of American's retired Airbus A330 fleet
to the estimated fair value due to current market conditions for certain used
aircraft. American retired its Airbus A330 fleet in 2020 as a result of the
decline in demand for air travel due to the COVID-19 pandemic.

Fleet impairment in the first quarter of 2021 included a non-cash impairment charge to write down regional aircraft resulting from the retirement of the remaining Embraer 140 fleet earlier than planned.

(2)The PSP Financial Assistance represents recognition of a portion of the financial assistance received from the U.S. Department of Treasury pursuant to the payroll support program established under the PSP Extension Law.



(3)Severance expenses include salary and medical costs primarily associated with
certain team members who opted into voluntary early retirement programs offered
as a result of reductions to American's operation due to the COVID-19 pandemic.
Cash payments primarily associated with American's voluntary early retirement
programs were approximately $90 million and $170 million for the first quarter
of 2022 and 2021, respectively.
                                       52

--------------------------------------------------------------------------------


  Table of Contents

Nonoperating Results


                                        Three Months Ended                              Percent
                                            March 31,                 Increase          Increase
                                         2022             2021       (Decrease)        (Decrease)
                                              (In millions, except percentage changes)
Interest income                   $       11            $    9      $         2           20.0
Interest expense, net                   (424)             (333)             (91)          27.1
Other income, net                         95               109              (14)         (13.0)
Total nonoperating expense, net   $     (318)           $ (215)     $      

(103) 47.7




Interest expense, net increased in the first quarter of 2022 compared to the
first quarter of 2021 primarily due to the impact of the AAdvantage Financing
issued at the end of the first quarter of 2021, which improved American's
liquidity position in response to the COVID-19 pandemic.

In the first quarter of 2022, other nonoperating income, net primarily included
$105 million of non-service related pension and other postretirement benefit
plan income.

In the first quarter of 2021, other nonoperating income, net included $87
million of non-service related pension and other postretirement benefit plan
income and $23 million of net special credits principally for mark-to-market net
unrealized gains associated with American's equity investment in China Southern
Airlines and other instruments, offset in part by non-cash charges associated
with debt refinancings and extinguishments.

Income Taxes

American is a member of AAG's consolidated federal and certain state income tax returns.



In the first quarter of 2022, American recorded an income tax benefit of $436
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



At March 31, 2022, AAG had $15.5 billion in total available liquidity and $952
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, 2022           December 31, 2021           March 31, 2022           December 31, 2021
Cash                                    $           376          $              273          $           361          $              265
Short-term investments                           12,108                      12,158                   12,093                      12,155
Undrawn facilities                                3,063                       3,411                    3,063                       3,411
Total available liquidity               $        15,547          $           15,842          $        15,517          $           15,831


Given the actions we have taken in response to the COVID-19 pandemic 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 projected cash flows from operations.
                                       53

--------------------------------------------------------------------------------

Table of Contents



In the ordinary course of our business, we or our affiliates may, at any time
and from time to time, seek to prepay, retire or repurchase our outstanding debt
through cash purchases and/or exchanges for equity or debt, in open-market
purchases, privately negotiated transactions or otherwise. Such repurchases,
prepayments, retirements or exchanges, if any, will be conducted on such terms
and at such prices as we may determine, and will depend on prevailing market
conditions, our liquidity requirements, contractual restrictions and other
factors. The amounts involved may be material. For further information regarding
our debt repurchases during the first quarter of 2022, see Note 5 to AAG's
Condensed Consolidated Financial Statements in Part I, Item 1A.

Certain Covenants



Certain of our debt financing agreements (including our secured notes, term
loans, revolving credit facilities and spare engine EETCs) contain loan to value
(LTV), collateral coverage or peak debt service coverage ratio covenants and
certain agreements require us to appraise the related collateral annually or
semiannually. Pursuant to such agreements, if the applicable LTV, collateral
coverage or peak debt service coverage ratio exceeds or falls below a specified
threshold, as the case may be, we will be required, as applicable, to pledge
additional qualifying collateral (which in some cases may include cash or
investment securities), withhold additional cash in certain accounts, or to pay
down such financing, in whole or in part, or the interest rate for the relevant
financing will be increased. As of the most recent applicable measurement dates,
we were in compliance with each of the foregoing LTV, collateral coverage and
peak debt service coverage tests. Additionally, a significant portion 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 our
AAdvantage Financing contains a peak debt service coverage ratio, pursuant to
which failure to comply with a certain threshold may result in early repayment,
in whole or in part, of the AAdvantage Financing. For further information
regarding our debt covenants, see Note 5 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.

Sources and Uses of Cash

AAG

Operating Activities

Our net cash provided by operating activities was $1.2 billion and $174 million
for the first quarter of 2022 and 2021, respectively, a $1.0 billion
quarter-over-quarter increase. In the first quarter of 2021, we received cash
proceeds of approximately $2.1 billion associated with PSP Financial Assistance.
Excluding the PSP Financial Assistance, our operating cash flows increased
$3.1 billion compared to the first quarter of 2021 primarily due to higher
profitability as well as working capital increases, principally in our air
traffic liability as passenger demand for travel returned. In addition, during
the first quarter of 2022, we had approximately $90 million in cash payments
associated with our voluntary early retirement programs. Excluding the enhanced
healthcare benefits provided to eligible team members, we estimate cash payments
under these programs to be approximately $90 million in the remainder of 2022
and approximately $20 million in 2023 and beyond.

Investing Activities

Our net cash used in investing activities was $771 million and $7.2 billion for the first quarter of 2022 and 2021, respectively.



Our principal investing activities in the first quarter of 2022 included $807
million of capital expenditures, which principally related to the purchase of
nine Airbus A321neo aircraft. Additionally, we incurred $62 million related to
airport construction projects, net of reimbursements, principally in connection
with the renovation and expansion of Terminal 8 at John F. Kennedy International
Airport (JFK) and the modernization of Terminals 4 and 5 at Los Angeles
International Airport (LAX). These cash outflows were offset in part by $54
million in net sales of short-term investments as well as a $36 million decrease
in restricted short-term investments primarily related to money market funds to
be used to finance the renovation and expansion of Terminal 8 at JFK.

Our principal investing activities in the first quarter of 2021 included $7.1
billion in net purchases of short-term investments as well as a $194 million
increase in restricted short-term investments primarily related to collateral
for the AAdvantage Financing. These cash outflows were offset in part by $108
million of proceeds from the sale of property and equipment and $99 million of
proceeds primarily from aircraft sale-leaseback transactions. Additionally,
aircraft purchase deposit returns exceeded our capital expenditures for the
first quarter of 2021, which expenditures were principally related to the
harmonization of interior configurations across our mainline fleet and the
purchase of one Airbus A321neo aircraft.
                                       54

--------------------------------------------------------------------------------

Table of Contents

Financing Activities



Our net cash used in financing activities was $310 million for the first quarter
of 2022 as compared to net cash provided by financing activities of $7.0 billion
for the first quarter of 2021.

Our principal financing activities in the first quarter of 2022 included $661
million in debt repayments, including $344 million in scheduled debt repayments
and the repurchase of $317 million of unsecured notes on the open market. These
cash outflows were offset in part by $367 million of long-term debt proceeds
from the issuance of equipment notes related to the 2021-1 Aircraft EETCs.

Our principal financing activities in the first quarter of 2021 included $10.9
billion in proceeds from the issuance of debt, including approximately
$10.0 billion associated with the AAdvantage Financing and $896 million in
aggregate principal amount under the PSP2 Promissory Note. We also had $316
million in net proceeds from the issuance of equity pursuant to an at-the-market
offering. These cash inflows were offset in part by $4.1 billion in debt
repayments, including prepayments totaling $2.8 billion for our revolving credit
facilities and $550 million of outstanding loans under the Treasury Loan
Agreement, and $661 million in scheduled debt repayments. In addition, we had
$162 million of deferred financing cost cash outflows.

American

Operating Activities



American's net cash provided by operating activities was $810 million and $1.4
billion for the first quarter of 2022 and 2021, respectively, a $618 million
quarter-over-quarter decrease. American had a $1.6 billion net decrease in
intercompany cash receipts principally from AAG's financing transactions.
Additionally, in the first quarter of 2021, American received cash proceeds of
approximately $1.9 billion associated with PSP Financial Assistance. Excluding
the PSP Financial Assistance and decrease in AAG's financing transactions,
American's operating cash flows increased $2.9 billion compared to the first
quarter of 2021 primarily due to higher profitability as well as working capital
increases principally in American's air traffic liability as passenger demand
for travel returned. Also, during the first quarter of 2022, American had
approximately $90 million in cash payments associated with its voluntary early
retirement programs. Excluding the enhanced healthcare benefits provided to
eligible team members, American estimates cash payments under these programs to
be approximately $90 million in the remainder of 2022 and approximately
$20 million in 2023 and beyond.

Investing Activities

American's net cash used in investing activities was $741 million and $7.1 billion for the first quarter of 2022 and 2021, respectively.



American's principal investing activities in the first quarter of 2022 included
$790 million of capital expenditures, which principally related to the purchase
of nine Airbus A321neo aircraft. Additionally, American incurred $62 million
related to airport construction projects, net of reimbursements, principally in
connection with the renovation and expansion of Terminal 8 at JFK and the
modernization of Terminals 4 and 5 at LAX. These cash outflows were offset in
part by $67 million in net sales of short-term investments as well as a $36
million decrease in restricted short-term investments primarily related to money
market funds to be used to finance the renovation and expansion of Terminal 8 at
JFK.

American's principal investing activities in the first quarter of 2021 included
$7.1 billion in net purchases of short-term investments as well as a $194
million increase in restricted short-term investments primarily related to
collateral for the AAdvantage Financing. These cash outflows were offset in part
by $108 million of proceeds from the sale of property and equipment and $99
million of proceeds primarily from aircraft sale-leaseback transactions.
Additionally, aircraft purchase deposit returns exceeded American's capital
expenditures for the first quarter of 2021, which expenditures were principally
related to the harmonization of interior configurations across its mainline
fleet and the purchase of one Airbus A321neo aircraft.

Financing Activities

American's net cash provided by financing activities was $28 million and $5.7 billion for the first quarter of 2022 and 2021, respectively.


                                       55

--------------------------------------------------------------------------------

Table of Contents



American's principal financing activities in the first quarter of 2022 included
$367 million of long-term debt proceeds from the issuance of equipment notes
related to the 2021-1 Aircraft EETCs offset in part by $339 million in scheduled
debt repayments.

American's principal financing activities in the first quarter of 2021 included
$10.0 billion in proceeds associated with the AAdvantage Financing. These cash
inflows were offset in part by $4.1 billion in debt repayments, including
prepayments totaling $2.8 billion for American's revolving credit facilities and
$550 million of outstanding loans under the Treasury Loan Agreement, and
$661 million in scheduled debt repayments. In addition, American had $162
million of deferred financing cost cash outflows.

Commitments

Significant Indebtedness



As of March 31, 2022, AAG had $37.5 billion in long-term debt, including current
maturities of $2.2 billion. As of March 31, 2022, American had $31.9 billion in
long-term debt, including current maturities of $1.8 billion. All material
changes in our significant indebtedness since our 2021 Form 10-K are discussed
in Note 5 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, 2022, we had definitive purchase agreements for the acquisition of the following aircraft (1):



                      Remainder
                       of 2022       2023      2024      2025      2026       2027 and Thereafter       Total
Airbus
A320neo Family           17            5        18        22         5                   -               67
Boeing
737 MAX Family (2)        -           27        21        20        20                   -               88
787 Family                7            6        12         9         4                   5               43
Embraer
175                       3            -         -         -         -                   -                3
Total                    27           38        51        51        29                   5              201




(1)Delivery schedule represents our best estimate as of the date of this report.
Actual delivery dates are subject to change, which could be material, based on
various potential factors including production delays by the manufacturer and
regulatory concerns, such as those that have recently prevented The Boeing
Company (Boeing) from timely delivering 787 Family aircraft.

(2)The table above and the "Contractual Obligations" table below assume our exercise of seven purchase options for 737 MAX Family aircraft that we previously announced our intention to exercise over the course of 2022.

We also have agreements for 32 spare engines to be delivered in 2022 and beyond.



We currently have financing commitments in place for all aircraft on order and
scheduled to be delivered in 2022 except for five Airbus A320neo Family aircraft
and three 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 (2) the performance by the counterparty providing such
financing commitments of its obligations thereunder. We do not have financing
commitments in place for any of the aircraft scheduled to be delivered in 2023
and beyond, except for six Boeing 787 Family aircraft scheduled to be delivered
in 2023 and five Boeing 787 Family aircraft scheduled to be delivered in 2024.
                                       56

--------------------------------------------------------------------------------

Table of Contents

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 2021 Form 10-K.

Contractual Obligations



The following table provides details of our material cash requirements from
known contractual obligations as of March 31, 2022 (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                                                                                   2027 and
                                            of 2022             2023              2024              2025              2026            Thereafter             Total
American
Long-term debt:
Principal amount (a), (c)                 $   1,339          $  4,189          $  3,489          $  7,772          $ 4,434          $     10,630          $ 31,853
Interest obligations (b), (c)                 1,117             1,775             1,511             1,251              652                   821             7,127
Finance lease obligations                       169               186               181               118               92                   105               851
Aircraft and engine purchase commitments
(d)                                           1,282             2,056             3,310             3,559            1,677                   700            12,584
Operating lease commitments                   1,464             1,947             1,632             1,275              995                 4,939            12,252
Regional capacity purchase agreements (e)     1,165             1,823             1,864             1,718            1,104                 2,253       

9,927


Minimum pension obligations (f)                   -                31                23                 -                -                     -        

54


Retiree medical and other postretirement
benefits                                         71                89                84                81               78                   312        

715


Other purchase obligations (g)                3,898             2,263             1,845               548              639                   937       

10,130


Total American Contractual Obligations       10,505            14,359            13,939            16,322            9,671                20,697       

85,493



AAG Parent and Other AAG Subsidiaries
Long-term debt:
Principal amount (a)                            433                 -                 -             1,500                -                 3,746             5,679
Interest obligations (b)                         72               121               121               137              127                   598             1,176
Finance lease obligations                         8                10                10                 -                -                     -                28
Operating lease commitments                      14                17                13                10                8                    34                96
Minimum pension obligations (f)                   -                 1                 -                 -                -                     1        

2

Total AAG Contractual Obligations $ 11,032 $ 14,508

   $ 14,083          $ 17,969          $ 9,806          $     25,076          $ 92,474




(a)Amounts represent contractual amounts due. Excludes $412 million and $27
million of unamortized debt discount, premium and issuance costs as of March 31,
2022 for American and AAG Parent, respectively. For additional information, see
Note 5 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, 2022.

(c)Includes $9.6 billion of future principal payments and $1.5 billion of future interest payments as of March 31, 2022, 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


                                       57

--------------------------------------------------------------------------------

Table of Contents



uncertainty surrounding the timing of delivery of certain aircraft, the amounts
in the table represent our most current estimate; however, the actual delivery
schedule may differ from the table above, potentially materially. Additionally,
the amounts in the table exclude seven and six Boeing 787-8 aircraft to be
delivered in 2022 and 2023, respectively, as well as five Boeing 787-9 aircraft
to be delivered in 2024, in each case, for which we have obtained committed
lease financing. This financing is reflected in the operating lease commitments
line above.

(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)Represents minimum pension contributions based on actuarially determined estimates as of December 31, 2021 and is based on estimated payments through 2031.

(g)Includes purchase commitments for aircraft fuel, flight equipment maintenance, construction projects and information technology support.

Capital Raising Activity and Other Possible Actions



In light of our significant cash needs, in particular during periods in which we
incur operating losses (such as during the COVID-19 pandemic), as well as our
significant financial commitments related to, among other things, the servicing
and amortization of existing debt and equipment leasing arrangements and new
flight equipment, we and our subsidiaries will regularly consider, and enter
into negotiations related to, capital raising and liability management activity,
which may include the entry into leasing transactions and future issuances of,
and transactions designed to manage the timing and amount 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 impact of the COVID-19 pandemic), natural disasters or other causes
could reduce the demand for air travel, which would reduce the amount of cash
generated by operations. 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 5 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, lease and other 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 2021 Form 10-K.

© Edgar Online, source Glimpses