SEC Info - American Airlines Group Inc., et al.

American Airlines Group Inc., et al. – ‘8-K’ for 7/2/20

On: Thursday, 7/2/20, at 10:10am ET · For: 7/2/20 · Accession #: 1193125-20-186122 · File #s: 1-02691, 1-08400

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Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘8-K’ — Current Report

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Dates Referenced Herein and Documents Incorporated by Reference

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

i 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): i July 2, 2020

i AMERICAN AIRLINES GROUP INC.

i AMERICAN AIRLINES, INC.

(Exact name of registrant as specified in its charter)


i Delaware	i 1-8400	i 75-1825172
i Delaware	i 1-2691	i 13-1502798
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


i 1 Skyview Drive, i Fort Worth, i Texas		i 76155
i 1 Skyview Drive, i Fort Worth, i Texas		i 76155
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

( i 817)

i 963-1234

( i 817)

i 963-1234

N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule

12b-2

of the Securities Exchange Act of 1934.

Emerging growth company

i ☐

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

☐

ITEM 2.02.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

The information provided in Item 7.01 and Exhibit 99.1 is incorporated herein by reference to the extent it constitutes material

non-public

information regarding results of operations or financial condition of American Airlines, Inc. (“AAI”) or American Airlines Group Inc. (together with AAI, the “Companies”) for a completed quarterly fiscal period. Because the Companies have not yet prepared financial statements as of or for the fiscal quarter ended June 30, 2020, the foregoing data represents forward-looking information and cannot be reconciled to measures prepared under generally accepted accounting principles without unreasonable efforts.

ITEM 7.01.

REGULATION FD DISCLOSURE.

On July 2, 2020, AAI distributed a letter to employees. This internal communication is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

The information in Items 2.02 and 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.


Exhibit No.		Description

	99.1	Letter to Employees, dated July 2, 2020.

	104.1	Cover page interactive data file (embedded within the Inline XBRL document).

Cautionary Statement Regarding Forward-Looking Statements

Certain of the statements contained in this report should be considered forward-looking statements within the meaning of the Securities Act, the Exchange Act, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about the Companies’ plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Companies’ current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in the Companies’ Quarterly Report on Form

10-Q

for the three months ended March 31, 2020 (especially in Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 1A. Risk Factors), as updated by Exhibit 99.3 attached to the Companies’ Current Report on Form

8-K

filed on June 22, 2020, and other risks and uncertainties listed from time to time in the Companies’ other filings with the Securities and Exchange Commission. There may be other factors of

which the Companies are not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. In particular, the consequences of the coronavirus outbreak to economic conditions and the travel industry in general and the financial position and operating results of the Companies in particular have been material, are changing rapidly, and cannot be predicted. The Companies do not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

This ‘8-K’ Filing	Date	Other Filings

Filed on / For Period end:	7/2/20	8-K
	6/30/20	10-Q, 8-K
	6/22/20	424B5, 8-K, FWP
	3/31/20	10-Q
		List all Filings

A
merican

Airlines Group inc.

Date: July 2, 2020

/s/ Derek J. Kerr

Derek J. Kerr

Executive Vice President and
Chief Financial Officer