Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR AMERICAN AIRLINES GROUP’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Stock Exchange Listing
Our common stock is listed on The Nasdaq Global Select Market under the trading symbol “AAL.” There is no trading market for the common stock of American, which is a wholly-owned subsidiary of AAG.
As of February 16, 2024, there were approximately 54,000 holders of record of our common stock. However, because many of the shares of our common stock are held by brokers and other institutions on behalf of stockholders, we believe there are substantially more beneficial holders of our common stock than record holders.
Information on securities authorized for issuance under our equity compensation plans will be set forth in our Proxy Statement for the 2024 Annual Meeting of Stockholders of American Airlines Group Inc. (the Proxy Statement) under the caption “Equity Compensation Plan Information” and is incorporated by reference into this Annual Report on Form 10-K.
Dividends on Common Stock
There were no cash dividend payments during the years ended December 31, 2023 and 2022. In connection with our receipt of financial assistance under PSP1, PSP2 and PSP3, we agreed not to pay dividends on AAG common stock through September 30, 2022, when this restriction expired. If we determine to make any dividends in the future, such dividends that may be declared and paid from time to time will be subject to market and economic conditions, applicable legal requirements and other relevant factors. We are not obligated to continue a dividend for any fixed period, and the payment of dividends may be suspended or discontinued again at any time at our discretion and without prior notice.
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Stock Performance Graph
The following stock performance graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act of 1933 or the Exchange Act, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
The following stock performance graph compares the cumulative total stockholder returns during the period from December 31, 2018 to December 31, 2023 of our common stock to the New York Stock Exchange (NYSE) ARCA Airline Index and the Standard and Poor’s Financial Services, LLC (S&P) 500 Stock Index. The comparison assumes $100 was invested on December 31, 2018 in our common stock and in each of the foregoing indices and assumes that all dividends were reinvested. The stock performance shown on the following graph represents historical stock performance and is not necessarily indicative of future stock price performance.
12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023
American Airlines Group Inc. (AAL) $ 100 $ 91 $ 50 $ 57 $ 40 $ 44
NYSE ARCA Airline Index (XAL) 100 121 92 90 58 75
S&P 500 Index (GSPC) 100 129 150 190 153 190
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The remaining authority under our most recent $2.0 billion share repurchase program expired in December 2020, and in connection with our receipt of financial assistance under PSP1, PSP2 and PSP3, we agreed not to repurchase shares of AAG common stock through September 30, 2022, when this restriction expired. No repurchases of AAG common stock were made in 2023 or 2022 following the lapse of these restrictions. As of December 31, 2023, the Board of Directors of AAG had not authorized another share repurchase program. Any future determination to enter into a share repurchase program will be at the discretion of the Board of Directors, subject to applicable legal limitations, and will depend upon our results of operations, financial condition, contractual restrictions and other factors deemed relevant by the Board of Directors.
See Part I, Item 1A. Risk Factors – “ If we decide to make repurchases of or pay dividends on our common stock, we cannot guarantee that we will continue to do so or that such a capital deployment program will enhance long-term stockholder value. ”
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Ownership Restrictions
AAG’s Certificate of Incorporation and Bylaws provide that, consistent with the requirements of Subtitle VII of Title 49 of the United States Code, as amended (the Aviation Act), any persons or entities who are not a “citizen of the United States” (as defined under the Aviation Act and administrative interpretations issued by the DOT, its predecessors and successors, from time to time), including any agent, trustee or representative of such persons or entities (a non-citizen), shall not, in the aggregate, own (beneficially or of record) and/or control more than (a) 24.9% of the aggregate votes of all of our outstanding equity securities or (b) 49.0% of our outstanding equity securities. Our Certificate of Incorporation and Bylaws further specify that it is the duty of each stockholder who is a non-citizen to register his, her or its equity securities on our foreign stock record and provide for remedies applicable to stockholders that exceed the voting and ownership caps described above.
In addition, to reduce the risk of a potential adverse effect on our ability to use our NOL carryforwards and certain other tax attributes for federal income tax purposes, and in connection with the expiration in December 2021 of certain transfer restrictions applicable to substantial shareholders contained in our Certificate of Incorporation, the Board of Directors of AAG adopted the Tax Benefit Preservation Plan. The Tax Benefit Preservation Plan was subsequently ratified by our stockholders at the 2022 Annual Meeting of Stockholders of AAG. The Tax Benefit Preservation Plan is designed to reduce the likelihood that we experience an "ownership change” for purposes of Section 382 by deterring certain acquisitions of AAG common stock. There is no assurance, however, that the deterrent mechanism will be effective, and such acquisitions may still occur. In addition, the Tax Benefit Preservation Plan may adversely affect the marketability of AAG common stock by discouraging existing or potential investors from acquiring AAG common stock or additional shares of AAG common stock, because any non-exempt third party that acquires 4.9% or more of the then-outstanding shares of AAG common stock would suffer substantial dilution of its ownership interest in AAG.
See Part I, Item 1A. Risk Factors – “AAG’s Certificate of Incorporation, Bylaws and Tax Benefit Preservation Plan include provisions that limit voting and acquisition and disposition of our equity interests and specify an exclusive forum for certain stockholder disputes” and “ Our ability to utilize our NOLs and other carryforwards may be limited.” Also see AAG’s Certification of Incorporation and Bylaws, which are filed as Exhibits 3.1, 3.2, 3.3 and 3.4 hereto, for the full text of the foregoing restrictions and AAG’s Description of the Registrants’ Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, which is filed as Exhibit 4.1 hereto, for a more detailed description.
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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
Selected Consolidated Financial Data of AAG
The selected consolidated financial data presented below under the captions “Consolidated Statements of Operations data” and “Consolidated Balance Sheet data” for the years ended and as of December 31, 2023, 2022 and 2021, are derived from AAG’s audited consolidated financial statements.
Year Ended December 31,
2023 2022 2021
(In millions, except share and per share amounts)
Consolidated Statements of Operations data:
Total operating revenues $ 52,788 $ 48,971 $ 29,882
Total operating expenses 49,754 47,364 30,941
Operating income (loss) 3,034 1,607 (1,059)
Net income (loss) 822 127 (1,993)
Earnings (loss) per common share:
Basic $ 1.26 $ 0.20 $ (3.09)
Diluted 1.21 0.19 (3.09)
Shares used for computation (in thousands):
Basic 653,612 650,345 644,015
Diluted 719,669 655,122 644,015
Consolidated Balance Sheet data (at end of period):
Total assets $ 63,058 $ 64,716 $ 66,467
Debt and finance leases
32,902 35,663 38,060
Pension and postretirement obligations (1)
3,171 2,926 5,150
Operating lease liabilities 7,761 8,024 8,117
Stockholders’ deficit (5,202) (5,799) (7,340)
(1) Substantially all defined benefit pension plans were frozen effective November 1, 2012. See Note 9 to AAG's Consolidated Financial Statements in Part II, Item 8A for further information on pension and postretirement benefits.
Reconciliation of GAAP to Non-GAAP Financial Measures
We sometimes use financial measures that are derived from the 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.
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The following table presents the components of our total net special items and the reconciliation of pre-tax income and net income (GAAP measures) to pre-tax income excluding net special items and net income excluding net special items (non-GAAP measures). Management uses these non-GAAP financial measures 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.
Year Ended December 31,
2023 2022
(In millions)
Components of Total Special Items, Net: (1)
Labor contract expenses (2)
$ 989 $ —
Severance expenses (3)
23 —
Fleet impairment (4)
— 149
Litigation reserve adjustments — 37
Other operating special items, net (41) 7
Mainline operating special items, net 971 193
Regional operating special items, net 8 5
Operating special items, net 979 198
Debt refinancing and extinguishment (5)
280 3
Mark-to-market adjustments on equity investments, net (6)
82 71
Nonoperating special items, net 362 74
Pre-tax special items, net 1,341 272
Income tax special items, net — (9)
Total special items, net $ 1,341 $ 263
Reconciliation of Pre-Tax Income Excluding Net Special Items:
Pre-tax income – GAAP $ 1,121 $ 186
Adjusted for: Pre-tax special items, net 1,341 272
Pre-tax income excluding net special items $ 2,462 $ 458
Reconciliation of Net Income Excluding Net Special Items:
Net income – GAAP $ 822 $ 127
Adjusted for: Total special items, net 1,341 263
Adjusted for: Net tax effect of net special items (304) (62)
Net income excluding net special items $ 1,859 $ 328
(1) See Note 2 to AAG’s Consolidated Financial Statements in Part II, Item 8A for further information on net special items.
(2) Labor contract expenses relate to one-time charges resulting from the ratification of a new collective bargaining agreement with our mainline pilots, including a one-time payment of $754 million as well as adjustments to other benefit-related items of $235 million.
(3) Severance expenses included costs associated with headcount reductions in certain corporate functions.
(4) Fleet impairment 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 the 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.
(5) Debt refinancing and extinguishment costs in 2023 primarily included cash charges for premiums paid in connection with the early repayment of debt. See Note 4 to AAG’s Consolidated Financial Statements in Part II, Item 8A for further information.
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(6) Mark-to-market adjustments on equity investments, net included net unrealized gains and losses associated with certain equity investments. See Note 8 to AAG’s Consolidated Financial Statements in Part II, Item 8A for further information related to our equity investments.
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 total operating cost per available seat mile (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 net special items and fuel allows management an additional tool to understand and analyze our non-fuel costs and core operating performance. Amounts may not recalculate due to rounding.
Year Ended December 31,
2023 2022
Reconciliation of CASM Excluding Net Special Items and Fuel:
(In millions)
Total operating expenses – GAAP $ 49,754 $ 47,364
Operating net special items (1) :
Mainline operating special items, net
(971) (193)
Regional operating special items, net
(8) (5)
Aircraft fuel and related taxes (12,257) (13,791)
Total operating expenses, excluding net special items and fuel $ 36,518 $ 33,375
(In millions)
Total Available Seat Miles (ASM) 277,723 260,226
(In cents)
CASM 17.92 18.20
Operating net special items per ASM (1) :
Mainline operating special items, net (0.35) (0.07)
Regional operating special items, net — —
Aircraft fuel and related taxes per ASM (4.41) (5.30)
CASM, excluding net special items and fuel 13.15 12.83
(1) See Note 2 to AAG’s Consolidated Financial Statements in Part II, Item 8A for further information on net special items.
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Selected Consolidated Financial Data of American
The selected consolidated financial data presented below under the captions “Consolidated Statements of Operations data” and “Consolidated Balance Sheet data” for the years ended and as of December 31, 2023, 2022 and 2021, are derived from American’s audited consolidated financial statements.
Year Ended December 31,
2023 2022 2021
(In millions)
Consolidated Statements of Operations data:
Total operating revenues $ 52,784 $ 48,965 $ 29,880
Total operating expenses 49,715 47,312 30,841
Operating income (loss) 3,069 1,653 (961)
Net income (loss) 1,188 338 (1,777)
Consolidated Balance Sheet data (at end of period):
Total assets $ 69,074 $ 70,324 $ 71,145
Debt and finance leases
27,675 30,422 32,094
Pension and postretirement obligations (1)
3,148 2,900 5,117
Operating lease liabilities 7,708 7,961 8,074
Stockholder’s equity 6,577 5,593 3,826
(1) Substantially all defined benefit pension plans were frozen effective November 1, 2012. See Note 8 to American's Consolidated Financial Statements in Part II, Item 8B for further information on pension and postretirement benefits.
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