AGM 2020

Jun 10, 2020

Welcome to the 2020 annual meeting for American Airlines Group, Inc. Our host for today's call is Doug Parker, Chairman and CEO. At this time, all participants will be in a listen-only mode. I will now turn the call over to your host. Mr. Parker, you may begin, sir. Thank you. Good morning, ladies and gentlemen. I am Doug Parker, Chairman and CEO of American Airlines Group, Inc., and I will be the chair of this 2020 annual meeting of stockholders. This year, we are pleased to once again conduct the annual meeting virtually via the internet, which allows a greater number of our stockholders to participate. Joining us today are all the members of the board of directors, several members of our senior management team, and representatives of KPMG, our independent public accounting firm. Our corporate secretary, Caroline Ray, will serve as the secretary for this meeting. Let me start with a brief review of the agenda for the meeting. We're going to start by taking care of some housekeeping items, then we'll move to the official business for today's meeting, which is consideration of the proposals described in our proxy statement. After the conclusion of the formal business, I'll respond to questions that have been submitted by stockholders on the web portal. As to housekeeping, only stockholders may ask questions in the designated field on the web portal. Out of consideration for others, we'd appreciate it if you would limit yourself to one question. Answers to any questions that are submitted in accordance with the meeting rules of conduct, and not addressed on this call will be posted on the company's website as soon as possible following the meeting. Should you encounter any difficulties submitting questions during the meeting, please refer to the proxy statement for information on how to reach our technical support team. I will now formally call to order the 2020 annual meeting of stockholders. We will now proceed with the formal business of the meeting as described in the notice of annual meeting and the proxy statement. The board of directors fixed April 14th, 2020, as the record date for determining stockholders entitled to vote in this meeting. An affidavit has been delivered attesting to the fact the notice of the meeting was mailed commencing on April 28th, 2020, to all stockholders as of the record date and will be incorporated in the minutes of this meeting. The stockholder list shows that as of the record date, there were 422,894,208 shares of common stock outstanding and entitled to vote at this meeting. That list of stockholders and the number of shares held by each such stockholder as of that record date is available on the web portal for any stockholder wishing to inspect it. Our board of directors has appointed Broadridge Investor Communication Services to act as the inspector of election at this meeting. Broadridge is represented by Thomas Tighe. His function is to determine the number of shares represented at this meeting and the validity of proxies and ballots and count all votes and ballots cast as to each matter. The inspector of election has been sworn in, and I have his oath. I've been informed by the inspector of election that the shares present in person or represented by proxy are in excess of quorum requirements, so we will begin the meeting. The poll is open today, June 10th, 2020, at 9:00 A.M. Central Time for voting. There are four proposals to be considered by the stockholders at this meeting as described in the proxy materials. Those are, one, the election of 10 directors, two, the ratification of the appointment of KPMG as the company's independent registered public accounting firm for 2020, three, an advisory vote to approve the compensation of American Airlines Group's named executive officers as disclosed in the proxy statement, and fourth, a stockholder proposal to provide a report on political contributions and expenditures. No other matters will be considered. The first item of business is the election of the 10 directors nominated by the board of directors. No other nominations complying with the nomination procedures in the company's bylaws have been received, and the nominations are closed. Pursuant to the company's certificate of incorporation and the bylaws, the company's directors are elected on an annual basis. At this meeting, Jim Albaugh, Jeff Benjamin, John Cahill, Mike Embler, Matt Hart, Sue Kronick, Marty Nesbitt, Denise O'Leary, Ray Robinson, and myself, Doug Parker, have been nominated as directors of the company to serve until the 2021 annual meeting of stockholders and until their respective successors have been duly elected and qualified. The board of directors has recommended that stockholders vote for each of the nominees. Second item of business is the ratification of the appointment of KPMG LLP to serve as the independent registered public accounting firm for American Airlines Group for the fiscal year ending December 31, 2020. The board of directors has recommended that the stockholders vote for the ratification of the appointment of KPMG as American Airlines Group's independent registered public accounting firm for 2020. Third item of business is the approval on a non-binding advisory basis of the compensation of the named executive officers of American Airlines Group as disclosed pursuant to the compensation disclosure rules of the SEC as described in the compensation discussion and analysis, the compensation tables, narrative discussion, and any related material disclosed in the proxy statement. The board of directors has recommended that the stockholders vote for the approval of, on a non-binding advisory basis, the compensation of American Airlines Group's named executive officers. The fourth item of business is a stockholder proposal from John Chevedden. At this time, as chair, I recognize Mr. Chevedden for a period of two minutes. Operator, can you please open the line for Mr. Chevedden? Hello, this is John Chevedden. Can you hear me okay? Yeah, John. Sorry, I mispronounced your name. We got you. Proposal 4, political spending disclosure. Shows request that management provide a company website report disclosing the company's policies and procedures for making expenditures to participate or intervene in any campaign on behalf of any candidate for public office or to influence the general public with respect to an election. Disclosure of monetary and non-monetary contributions used in the manner described above. As a long-term shareholder, I support transparency and accountability in corporate election spending. This includes any activity considered intervention in a political campaign under the IRS Code, such as direct and indirect contributions to political candidates, parties, or organizations, and expenditures or electioneering communication on behalf of federal, state, or local candidates. Disclosure is in the best interest of the company and its shareholders. The Supreme Court recognized this in its 2010 Citizens United decision, which said disclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. Relying on publicly available data at dispersed locations does not provide a complete picture of the company's electoral spending. For example, the company's payments to trade associations that may be used for election-related activities are undisclosed and unknown. This proposal asks that the company disclose all its election spending, including payments to trade associations and other tax-exempt organizations which may be used for election purposes. This would bring our company in line with the growing number of leading companies, including Mastercard, Intuit, and salesforce.com, which present this information on their company websites. Proposals on this topic were approved by shareholders at Alliant Energy and Cognizant Technology Solutions despite management opposition. American Airlines directors and shareholders need comprehensive disclosure in one report to fully evaluate the use of corporate funds in elections. Please support this important governance reform that gives our directors more information in one report instead of the current scattered about information. It is odd that every one of our 10 directors oppose this proposal and are thus in favor of making their oversight role more difficult. It is odd that every one of our 10 directors oppose clerical help in compiling oversight information in one report, yet every one of our 10 directors claims to be committed to corporate governance best practices. Please vote yes for political spending disclosure, proposal four. Excellent. Thank you, John. The board recommends a vote against this proposal for the reasons provided in the company's proxy statement. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote, do not need to take any further action. Any stockholder who hasn't yet voted or wishes to change their vote may do so now by clicking on the Voting button on the web portal and following the instructions there. Only stockholders of record on April 14, 2020, are eligible to vote at this meeting. We're now going to take a short pause to allow for any stockholders who have not yet voted to do so. Okay. The time is now 9:10 A.M. Central, the polls are now closed for voting. The Inspector of Election has advised me that a majority of the votes previously cast have been voted for all the director nominees listed in proposal one, for proposals two and three, and against proposal four. The Inspector of Election will prepare the certificate of the Inspector of Election for the company once all votes are tallied, the results will be detailed in a current report on Form 8-K, which we will file with the Securities and Exchange Commission. This concludes the formal portion of the meeting, the stockholders meeting is now adjourned. We will now begin answering questions that stockholders have submitted on the web portal. Questions may also be answered in writing and posted to American's Investor Relations website following today's meeting. Caroline Clayton from American Airlines is monitoring the questions that have come in and are coming in. She'll read those to us, and we'll do our best to answer. Again, any ones we don't get to will be answered on the website. Caroline. Great. Thank you, Doug. We did have several questions come in just about COVID-19 and what we're doing and knowing that instilling confidence in air travel is going to be crucial in helping demand return. What is American Airlines doing to ensure that customers feel safe when they travel? Yeah. Clearly, safety is critical to airlines in all times, and particularly now. We're approaching this from all angles, and everyone in the company is working on this in one way or another. What's become quite clear is this won't be solved by just one thing. We have to have multiple layers to give our customers the additional confidence and peace of mind they need during these times. We've done that. We're expanding the frequency of cleaning in airport areas that are under our control, including the gate areas, the ticket counters, passenger service counters, baggage service offices, team member rooms, every surface that we have control over. We've also dramatically enhanced our aircraft cleaning. Before every mainline departure, we're disinfecting seats, tray tables, seat buckles, air vents, and other surfaces inside the aircraft. We're also increasing the use of electrostatic spray on every surface of the interior of the aircraft, which eliminates 99.999% of viruses and bacteria within 10 minutes and creates a protective layer for up to seven days. Most all of our aircraft are equipped with HEPA filters, and the onboard cabin air is recycled every two to four minutes, which is similar to the standard for hospitals. In addition to all that, we're requiring our team members and customers to wear face coverings, and we've distributed sanitizing wipes and gel for customers on some flights. We've also reduced interactions between flight attendants and customers by limiting food and beverage delivery. As more people get back to traveling and loads are higher, we have to also deploy new tools to notify customers and allow them to move to flights that may be more open when available without incurring any cost. We also continue to provide flexibility for our customers. If some of them doesn't feel comfortable flying this month, they can change their reservation without incurring a change fee. That's a lot, and that's just a part of it. Again, this is a multi-pronged approach, something everyone in the industry is working very hard to do extremely well on. I think we, as an industry, are doing that. It's something we'll continue to evolve going forward as the situation continues to evolve. With that in mind, what are you seeing with demand, and when does American Airlines feel that they'll return to a full schedule of flights? Well, look, we're starting to see demand pick up, again, off of a very low base. I'm always careful when we talk about the demand to note that it's still off a very low base, we're certainly starting to see some pickup. In July, as a result, we expect to fly 55% of our domestic schedule and almost 20% of our international schedule. That's a system-wide total of more than 40% of our capacity. Compared to the same period last year, that's up from flying approximately 25% of our capacity in the month of June. For reference, in terms of customers, in the month of May, we carried about 87,000 customers per day versus only 32,000 per day in April. That's a nice trend, and that trend continued in June. Far this month, I mean, it's early, we've been over a week under our belt now, far this month we're carrying an average of 127,000 customers per day, up from that 87,000 per day in the month of May. Our June month-to-date load factor is 58% now, which compares to 45% in May and only 15% in April. The demand is returning more quickly in the domestic market. Our June month-to-date domestic load factor is 62%, and that compares to 47% in May and only 15% in April. Anyway, the downturn's obviously been unprecedented, we're encouraged by the recent trends. We're confident and we are seeing people return to traveling. There definitely is pent-up demand for air travel. We expect to see more customers return as more states and businesses and activities and attractions open up. Could you update us on the status of the loan that you've applied for from the Treasury Department? Absolutely. We have the ability to borrow up to $4.75 billion from the U.S. Treasury Department for the CARES Act. We continue to have extremely productive conversations with the Treasury Department. The people there have been just great to work with. They're ensuring they're looking out for the taxpayers and also ensuring that the airline industry has the liquidity it needs to be here for customers as they do return. That work continues, but we remain confident that we will close on that loan sometime this month. We expect to use cash flows from the AAdvantage credit card as collateral for that loan. Having done so, we expect to still have significant unencumbered assets at our disposal after the loan's done. On a separate but related note, as to liquidity, we previously estimated for our shareholders that our cash burn rate for this quarter, for the second quarter, would be approximately $70 million per day for the quarter itself and approximately $50 million per day in the month of June. Thanks to aggressive management by our team, including the loads coming back somewhat, we now expect our June cash burn rate to be down approximately $40 million per day for the month of June. That's a nice trend as well. With all that, we expect in the second quarter, now with over $11 billion in liquidity, which includes the $4.75 billion loan from the Treasury Department. Obviously, a lot in the news for you means racial inequality in the U.S. has been top of mind for you, as you've seen. What are you doing to make sure that our Black boys and girls are safe and comfortable when they travel with American? Well, look, this is a hugely important issue for our country that we all are wrestling with. The fact that we're wrestling with it is good news. The challenge is going to be what we do about it. The past few weeks, in particular, have just left too many of our friends and colleagues here at American, particularly our Black team members, continuing to fear for their own safety, and that has to stop. The first thing we need to do as business leaders is get each of our own houses in order. That will do a lot for us. We employ hundreds of millions of people in business in this country, so what we can do as business will make a huge difference. We at American have taken a number of steps already and had prior to the last few weeks, of course, taken a number of steps to increase our focus in this area. That included, over the past year, hiring a Chief Inclusion and Diversity Officer, establishing the company's Office of Diversity, Equity and Inclusion with the goal of ensuring that we are implementing the best practices across all businesses here at American. That includes implementing implicit bias training for all team members, which we did. We were amongst the first companies in the U.S. to have done that, and that continues on an annual basis, where all of our team members go through implicit bias training. We've created a specialized customer relations team that will listen to, resolve, and learn from customer feedback, and take a full look at any customer complaints of discrimination. There's much more. We're proud of the work we've done, but we will be the first to admit that there's a lot more to do. As for right now, we're spending a lot of time listening, and working on developing plans as a result of the listening. We've been working with our Black professional network here at American and our Office of Diversity, Equity and Inclusion to strategize about specifically what additional engagement opportunities would be best overall and in the communities we serve. I'm excited about the work that's going to come out of that. We're also being purposeful in asking our team members for their input. Like I said, we're doing a lot of listening, which we think is incredibly important in times like this, and courageous for those that are willing to stand up and share their voices and experiences. That's where we begin, but a lot more to do. Like I said, we're going to start with getting our house in better order. On top of that, I think it's incumbent upon business as a whole to make this a priority collectively and lobby for change in Washington and elsewhere. This is not going to get fixed just by business. It's an issue our country needs to resolve as well. It's going to require legislation, community action on things like criminal justice, education, and economic equality. That's going to require sustained engagement and support from all of us. We at American are looking forward to tackling this aggressively. You have said publicly that American will be smaller when we come out on the other side of the pandemic. We've had several questions asking if you think there will be furloughs come October 1st, and if there will be layoffs that we're going to see. It's still really hard to tell given the uncertainty around demand. Like I said, demand is increasing, but those numbers, while they're increasing, are still a fraction of what they were last year, and particularly internationally. Because of the uncertainty around demand, it is really difficult still to know how much we'll be flying this fall, and as importantly, in the next summer, which is much of what we need to staff for is a peak in the next summer. What we do know, we're certain though because we retired a number of airplanes that we'd anticipated having in the fleet, mostly wide-body aircraft or largely wide-body aircraft. We know we're going to emerge from this fall with a smaller airline. How much smaller, we don't exactly know, but it's certainly going to be smaller than we had anticipated prior to the crisis. I believe that's true of all airlines. We're going to go into 2021 as a smaller airline than we had planned. That's going to be a challenge for staffing. What we're trying to do is take care of our team the best we possibly can. It's always easy to default to the old airline playbook and just do furloughs for the excess and bring people back as needed. We'd like to avoid that. What we know is this spring, 39,000 of our team members volunteered for leaves or early retirement. We're hopeful that we can use similar programs and work with our unions to come up with alternatives to furloughs that would allow us to get our airline right-sized, but do so potentially without any furloughs at all. That's a goal, and one that we really are going to work hard to meet, but it's a stretch goal. It's not a certainty and it's not a commitment. It's a commitment to the goal, one that we really are going to work hard to get to because we think that would be good for American and our team as we go forward. In this environment, we have a requirement to make sure that we have our airline and our staffing right-sized to the size of the airline and the size of demand. Right now, we're working through the summer and through the terms and conditions of the CARES Act itself. As we get into the fall, we'll have to work more productively with our team to make sure we get right-sized. Switching gears a bit. With the recent drop in fuel prices, are you reconsidering hedging fuel? We're not. Even when they were a good bit lower than they were today, we looked at it, as we should, but came to the conclusion it didn't make sense for us. Again, even when they were a good bit lower than they are today, when the spot price was low, the forward curve was significantly upward sloping. As we looked to that, we concluded that the amount of capital we'd need to put up front didn't justify locking in or even collaring some of those prices in the future. They didn't look particularly attractive. Look, it's not a perfect natural hedge, but we think we have a pretty good natural hedge against fuel prices, which is our revenues. In general, when fuel prices are very low, it's because the economy is slow, and in those cases, our demand for air travel is low. When fuel prices rebound, they often rebound along with the economy, and that's when our demand for travel is higher. You combine that with the fact that we have the most modern and fuel-efficient fleet amongst the largest airlines, we think we're nicely hedged naturally against fuel prices, and certainly as of today, are not considering putting in place financial hedges. That covers the majority of the larger things that were asked by multiple people via the web portal. We will work to answer the remaining questions online and post those in the coming days. Excellent. All right. Thank you, Caroline. Thank you all for your questions. If we didn't get to them, again, we will do so online. We appreciate your interest in American Airlines. We appreciate your support of American Airlines, and we are committed to doing everything we can to produce results and returns for you. Thank you again. Talk to you soon. Operator, are we off? This now concludes the meeting. Thank you for joining, and have a pleasant day. Thank you, sir.