American Airlines Group Inc. (AAL)
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AGM 2024

Jun 5, 2024

Gregory Smith
Chairman, American Airlines

Good morning, and thank you for joining us at the American Airlines Group 2024 Annual Meeting of Shareholders. I'm Greg Smith, Chairman of the Board, and the meeting is called to order. Joining me today are members of the executive team and the board of directors, including our CEO, Robert Isom. We'll start with some housekeeping items, and then we'll move to the official business for today's meeting. After the conclusion of the formal business, we'll respond to questions. I would now like to introduce Priya Aiyar, our Chief Legal Officer, who will serve as secretary for this meeting. Priya?

Priya Aiyar
Chief Legal Officer, American Airlines

Thank you, Greg. I will first go over a few housekeeping matters. Today's virtual meeting is a live webcast. Through the Meeting Portal, you will find the agenda and rules of conduct, along with links to our proxy statement and annual report. A representative of our Inspector of Election is in attendance and has confirmed that a quorum is present. The polls opened for voting today at 9:00 A.M. Central Time. If you wish to vote at this meeting, you may do so by clicking on the link provided through the Meeting Portal. 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. Stockholders may ask questions in the designated field on the Meeting Portal during the meeting. Out of consideration for others, please limit yourself to one question.

We will respond to questions later in the meeting. Where we have received multiple questions on a given topic, we will consolidate our responses, and any relevant answers to questions not addressed will be posted on our website following the conclusion of today's meeting. The board established April 9th, 2024, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered, attesting to the fact that the notice of the meeting was mailed commencing on April 25th, 2024, to all stockholders as of the record date.

We have five proposals for this meeting: the election of 11 directors, the ratification of the appointment of KPMG as the company's independent registered public accounting firm for 2024, an advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement, a proposal to amend the company's certificate of incorporation to allow future amendments to the bylaws by our stockholders by simple majority vote, and a proposal to amend the company's certificate of incorporation to allow all other provisions of the certificate of incorporation to be amended in the future by simple majority vote. Each proposal is described in detail in our 2024 proxy statement, including the board's recommendation for each proposal. No other matters will be considered. I would like to introduce our director nominees, who are all in attendance at today's meeting.

Adriane Brown, John Cahill, Mike Embler, Matt Hart, Robert Isom, Sue Kronick, Marty Nesbitt, Denise O'Leary, Vicente Reynal, Greg Smith, and Doug Steenland. Also joining this meeting is Stan Beaver from KPMG. Stan is the partner in charge of our 2024 audit. The time is 9:04 A.M. Central Time, and the polls are now closed. The Inspector of Election has advised that a majority of votes previously cast have been voted for all of the director nominees listed in Proposal One and for Proposals Two and Three, and has advised further that the required approval thresholds for Proposals Four and Five have not been met. We will announce final results in a Form 8-K filing with the SEC within four business days.

Gregory Smith
Chairman, American Airlines

Thank you, Priya. This concludes the formal portion of our meeting, and the shareholder meeting is now adjourned. Before we get into questions, we'd like to take a few moments to highlight some of what is going on on the horizon for American Airlines. Priya?

Priya Aiyar
Chief Legal Officer, American Airlines

I want to note that, as with most presentations, the following discussion will include forward-looking statements, and the company's actual results may differ materially from those discussed here. Additional information concerning factors that could cause such a difference can be found in the company's Annual Report on Form 10-K for the fiscal year ended December 31st, 2023, and our most recent quarterly report on Form 10-Q for the quarterly period ended March 31st, 2024. I would now like to bring in American's CEO, Robert Isom, to share a brief update on the business.

Robert Isom
CEO, American Airlines

Thank you, Priya, and thank you, Greg. Good morning, everyone. It's a pleasure to be here with you today. As an airline, we're focused on delivering on our long-term objectives that we laid out at our Investor Day in March. Our operational reliability continues to perform at historically strong levels among the very best in the industry. Our fleet is the youngest and most simplified among the U.S. network carriers, and it drives enormous value for the airline. This fleet puts us in a position where our CapEx is stable and very moderate through the end of the decade. This low relative CapEx has allowed us to make great progress in reducing our total debt and strengthening our balance sheet. We remain on track to hit our target of reducing total debt by $15 billion by the end of 2025 from peak levels in mid-2021.

Our network is well-positioned, and we're renegotiating our co-branded credit card program. We're reengineering our business to operate as efficiently and productively as possible. All of this positions us very well, and we remain focused on producing free cash flow, strengthening our balance sheet, and improving margins.... We're focused on ensuring we maximize the opportunities in front of us, while taking care of our team and customers, and creating value for our shareholders.

Priya Aiyar
Chief Legal Officer, American Airlines

Thank you, Robert. With that, we will begin answering questions that stockholders have submitted on the web portal. Robert, we've received questions from stockholders about why we haven't yet reached an agreement with our flight attendants. What can you tell us about the status of the negotiations and the company's expectations for a new contract?

Robert Isom
CEO, American Airlines

Well, thank you for that question. We're committed to paying all of our team members well and competitively. Our last remaining open agreement is with our flight attendants, and our plans assume we reach a deal in 2024. We remain active in active negotiations with our flight attendants, and we're working to get a deal as quickly as possible.

Priya Aiyar
Chief Legal Officer, American Airlines

We've also received a couple of questions about our network. One question asks why we aren't expanding our international capacity at the same rate as some of our peers. Another focuses on our domestic network, asking why American isn't increasing its presence on the West Coast.

Robert Isom
CEO, American Airlines

Our network, powered by our enviable domestic hubs and extensive international partnerships, is the foundation of value creation for both our customers and our airline. Going forward, our capacity growth will be balanced between domestic and international, enabling connectivity throughout the network. We are intently focused on continuing to grow the scale and convenience of our network for customers, in particular, through unique and improved connectivity at our hubs. We'll continue to concentrate capacity in geographies where our network is best positioned to create unique value for our customers, including our largest connecting hubs in Dallas-Fort Worth and Charlotte. And this year, more than 70% of our capacity will be concentrated in our four Sun Belt hubs, DFW, Charlotte, Miami, and Phoenix, as well as Latin America and London Heathrow. We know our strengths. Domestic and short-haul, are...

Domestic and short-haul international network enables our long-haul global network. We're focused on operating a long-haul network that is sustainably profitable and provides access for our customers and to the rest of the world.

Priya Aiyar
Chief Legal Officer, American Airlines

Robert, you talked earlier about what we're doing to drive financial performance and increase value for our shareholders, but the next question asks about our customer focus and what we're doing to make the travel experience better, noting that on-time performance shouldn't come before customer experience.

Robert Isom
CEO, American Airlines

And thank you for that. Customers value premium experiences, and American is delivering those experiences and making them easier to shop for. We've never been more transparent with our customer shopping experiences than we are right now. We're giving customers more variety and choice at every single point along their journey, including offering more premium seats than any other U.S. airline, making sure customers understand the benefits with each fare type, introducing new amenity kits that will feature rotating premium amenities based on customer feedback. Offering thousands of hours of free entertainment on board and rolling out satellite Wi-Fi across our regional fleet, adding a variety of new dining options as well, and giving customers more ways to use their AAdvantage miles . We're also retrofitting our fleet.

Right now, focusing on our Airbus A319 and A320 families, as well as our Boeing 777-300s, to provide an enhanced premium experience for our customers. By 2026, the number of premium seats on our fleet is expected to grow by more than 20%. We have many different customers with different needs, but we're doing everything we can to be transparent about those experiences they can enjoy, while serving up opportunities for them to customize those experiences to meet their needs.

Priya Aiyar
Chief Legal Officer, American Airlines

Robert, our next question asks how the company plans to capitalize on emerging market trends and navigate potential challenges currently facing the industry, including in aircraft manufacturing.

Robert Isom
CEO, American Airlines

That's a good, a good question. Demand is there. People want to travel, so we expect to see continued growth, and I believe the dynamics for the industry are in a solid position. There are some drains on capacity as we go forward, and that's in the form of supply chain constraints. We talked at length about our issues with Boeing. We have to make sure that Boeing is delivering quality aircraft every time. Our suppliers also have had a dramatic impact on the industry's ability to produce capacity, and they've fallen behind consistently. These supply chain constraints are impacting everyone, but what makes American the best position is the work that we've done in our fleet renewal program.

Since 2014, we've spent nearly $30 billion on new aircraft, and it's part of the reason why we're more leveraged than our competitors, but it also puts our capital expenditures in a good position moving forward. We've already done the heavy work, and we're not dependent on a lot of new aircraft deliveries. We're also well-positioned to support our fleet. We already have an incredible maintenance operation overall, but especially in our Tulsa maintenance overhaul base. Overall, we employ more licensed mechanics at American Airlines than any other airline. I feel incredibly confident about our team's ability to support the airlines that we need to run.

Priya Aiyar
Chief Legal Officer, American Airlines

Thank you, Robert. That was our last question.

Robert Isom
CEO, American Airlines

And thanks, Priya. Before we close, the board and I would like to take a moment to acknowledge one of our directors, Jeff Benjamin. He's retiring from the board at the conclusion of this meeting. Jeff has been a tremendous advocate for the interest of our shareholders during his 11 years on the board, and he's been a valued advisor to our management team. We're thankful here for his contributions, which date back to the US Airways merger, and we wish him the best in his next endeavors. As always, I also want to thank and acknowledge the American Airlines team for their outstanding work over the past year. We remain focused on safety, reliability, profitability, and accountability.

As part of that, we're working to build the best network for our customers, create the leading travel rewards program with AAdvantage, continue to build on our operational momentum, and re-engineer our business for the future. We believe that if we execute on these priorities, American will be very well-positioned for the future. And finally, I want to thank our stockholders for attending today. We appreciate your continued support and the confidence you have placed in our board and team. And with that, the meeting is now closed.

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