================================================================= AMERICAN AIRLINES BANKRUPTCY NEWS Issue Number 1 ----------------------------------------------------------------- Copyright 2011 (ISSN XXXX-XXXX) November 30, 2011 ----------------------------------------------------------------- Bankruptcy Creditors' Service, Inc. 215-945-7000 FAX 215-945-7001 ----------------------------------------------------------------- AMERICAN AIRLINES BANKRUPTCY NEWS is published by Bankruptcy Creditors' Service, Inc., 572 Fernwood Lane, Fairless Hills, Pennsylvania 19030, on an ad hoc basis (generally every 10 to 20 days) as significant activity occurs in the Debtors' cases. New issues are prepared by Jhonas B. Dampog, Rousel Elaine T. Fernandez, Carlo Alejandro B. Fernandez, Christopher G. Patalinghug, Psyche A. Castillon and Peter A. Chapman, Editors. Subscription rate is US$45 per issue. Any re-mailing of AMERICAN AIRLINES BANKRUPTCY NEWS is prohibited. ================================================================= IN THIS ISSUE ------------- [00000] HOW TO SUBSCRIBE TO AMERICAN AIRLINES BANKRUPTCY NEWS [00001] BACKGROUND & DESCRIPTION OF AMERICAN AIRLINES HOLDINGS [00002] COMPANY'S PRESS RELEASE CONCERNING CHAPTER 11 FILING [00003] AMR CORP.'S BALANCE SHEET AS OF SEPTEMBER 30, 2011 [00004] AMERICAN AIRLINES' BALANCE SHEET AS OF SEPTEMBER 30, 2011 [00005] AMERICAN AIRLINES HOLDINGS' CHAPTER 11 DATABASE [00006] LIST OF DEBTORS' 50 LARGEST UNSECURED CREDITORS [00007] LIST OF HOLDERS OF MORE THAN 5% OF AMR SECURITIES [00008] DEBTORS' MOTION FOR JOINT ADMINISTRATION OF CASES [00009] DEBTORS' MOTION TO EXTEND TIME TO FILE SCHEDULES [00010] AMR CORP. TAPS THOMAS HORTON AS CHAIRMAN & CEO [00011] PBGC DIRECTOR JOSH GOTBAUM COMMENTS ON AMR BANKRUPTCY [00012] AAR CORP RESPONDS TO AMERICAN AIRLINES BANKRUPTCY [00013] WHAT AMERICAN AIRLINES BANKRUPTCY MEANS FOR PASSENGERS [00014] FA UNION TO PROTECT AMERICAN EAGLE FLIGHT ATTENDANTS KEY DATE CALENDAR ----------------- 11/29/11 Voluntary Chapter 11 Petition Date 11/29/11 4:00 p.m. Hearing before Judge Lane 12/13/11 Deadline to File Schedules of Assets and Liabilities 12/13/11 Deadline to File Statement of Financial Affairs 12/13/11 Deadline to File Lists of Contracts and Leases 12/29/11 Deadline to Provide Utilities with Adequate Assurance 02/27/12 Deadline to Remove Actions Pursuant to F.R.B.P. 9027 03/28/12 Expiration of Debtors' Exclusive Plan Proposal Period 03/28/12 Deadline to Make Decisions About Lease Dispositions 05/27/12 Expiration of Debtors' Exclusive Solicitation Period 11/28/13 Deadline for Debtors' Commencement of Avoidance Actions Organizational Meeting to Form Creditors' Committees First Meeting of Creditors under 11 USC Sec. 341 Bar Date for filing Proofs of Claim ----------------------------------------------------------------- [00000] HOW TO SUBSCRIBE TO AMERICAN AIRLINES BANKRUPTCY NEWS ----------------------------------------------------------------- AMERICAN AIRLINES BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. 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Please enter my personal subscription to AMERICAN AIRLINES BANKRUPTCY NEWS at US$45 per issue until I tell you to cancel my subscription. Name: ---------------------------------------------- Firm: ---------------------------------------------- Address: ---------------------------------------------- ---------------------------------------------- Phone: ---------------------------------------------- Fax: ---------------------------------------------- E-Mail: ---------------------------------------------- (Distribution to multiple professionals at the same firm is provided at no additional cost.) AMERICAN AIRLINES BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtors' cases. The subscription rate is US$45 per issue. Newsletters are delivered via e-mail; invoices, transmitted following publication of each newsletter issue, arrive by fax. Re-mailing of AMERICAN AIRLINES BANKRUPTCY NEWS is prohibited. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. ----------------------------------------------------------------- [00001] BACKGROUND & DESCRIPTION OF AMERICAN AIRLINES HOLDINGS ----------------------------------------------------------------- AMR CORPORATION 4333 Amon Carter Boulevard, MD5675 Fort Worth, Texas http://www.aa.com AMR Corp. owns the United States' third largest airline. Its subsidiaries American Airlines, American Eagle and the AmericanConnection serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. AmericanAirlines, American Eagle, AmericanConnection, AA.com, and AAdvantage are trademarks of American Airlines, Inc. (NYSE: AMR). American Airlines Inc. was founded in 1934 and has long been America's premier flagship airline. As of Nov. 1, 2011, American Airlines had a fleet of more than 600 jet aircraft and provided roughly 1,800 scheduled daily departures to roughly 160 destinations throughout North America, the Caribbean, Latin America, Europe, and Asia. AMR Eagle Holding Corporation, a wholly owned subsidiary of AMR, owns two regional airlines doing business as "American Eagle": American Eagle Airlines, Inc. and Executive Airlines, Inc. The American Eagle fleet and flights operated by an independent carrier operating as "American Connection" feed passenger traffic to American Airlines pursuant to a capacity purchase agreement under which American Airlines receives all passenger revenue from flights and pays Eagle and American Connection for the services they provide to American Airlines. As of Nov. 1, 2011, Eagle provided roughly 1,500 scheduled daily departures to over 175 destinations in North America, Mexico, and the Caribbean. * Domestic Operations AMR carriers serve a total of 180 cities in the United States, with an average of 3,000 daily departures. AMR's domestic network is focused on the most important business markets: New York, Los Angeles, Chicago, Dallas/Fort Worth, and Miami. Eagle increases the number of markets served by providing connections at American Airlines' primary markets to regional destinations not otherwise serviced by American Airlines. AmericanConnection, similarly, provides connecting service to American Airlines through Chicago O'Hare. * International Operations As of Nov. 1, 2011, AMR carriers provided roughly 300 departures per day to international destinations in the Caribbean, Canada, Latin America, Europe, and Asia. * oneworld alliance American Airlines is a founding member of the oneworld alliance, which brings together some of the best and biggest names in the airline business, enabling them to offer their customers more services and benefits than any airline can provide on its own. * Cargo AMR carriers provide more than 90 million pounds of weekly cargo lift capacity to major cities in the United States, Europe, Canada, Mexico, the Caribbean, Latin America, and Asia. * Frequent flyer program American Airlines established the AAdvantage frequent flyer program to develop passenger loyalty by offering awards to travelers for their continued patronage. The program has 67 million members. * Fleet As of Nov. 1, 2011, American Airlines had a fleet of more than 600 aircraft and Eagle had a fleet of roughly 300 aircraft. American Airlines expects to acquire 460 narrowbody aircraft beginning during the period 2013-2022. Included in the entire package of acquisition agreements is $13 billion of committed financing from the aircraft manufacturers. * Employees AMR employs more than 88,000 people domestically and abroad. A majority of AMR's U.S.-based employees are unionized and subject to collective bargaining agreements. PREPETITION CAPITAL STRUCTURE AMR Corp.'s shares of common stock, par value $1, are publicly traded under the symbol "AMR" on the New York Stock Exchange. As of October 13, 2011, there were 335,227,024 shares of AMR Corp. common stock outstanding. As of Sept. 30, 2011, AMR had consolidated reported assets of roughly $24,719,000,000 and liabilities of $29,552,000,000. As of Nov. 25, 2011, AMR has $4.1 billion of unrestricted cash and short-term investments. The aggregate net book value of all assets located outside the United States as of Nov. 28, 2011, is roughly $550 million. As of Sept. 30, 2011, AMR had roughly $10.9 billion in debt obligations: * $4.6 billion of secured variable and fixed rate indebtedness outstanding with maturities through 2023. Substantially all of this debt is secured by aircraft operated by American Airlines or American Eagle, and $655 million of the debt is publicly traded. Effective interest rates vary from 1.0% to 13.0% per annum. * $2.0 billion of enhanced equipment trust certificates -- EETCs -- outstanding with maturities through 2021, and $73 million of these certificates are secured by spare engines, and the remainder are secured by American Airlines aircraft. Substantially all of the debt is publicly traded. The issues are in multiple tranches, and the effective interest rates vary by tranche from 5.1% to 12.0% per annum. * $1.6 billion in aggregate principal amount of special facility revenue bonds were accounted for as debt by AMR as of September 30, 2011, with maturities through 2036. All of the debt is publicly traded. The effective interest rates vary from 6.0% to 8.5% per annum. * $1.0 billion in aggregate principal amount owed by American Airlines on 7.50% senior secured notes due 2016 pursuant to an indenture, dated March 15, 2011, among American Airlines, AMR Corp., U.S. Bank National Association, as trustee, and Wilmington Trust Company, as collateral trustee. The Senior Secured Notes bear interest at a rate of 7.50% payable semi-annually. The notes are secured by certain route authorities, airport landing and takeoff slots, and rights to use or occupy space in airport terminals, that American Airlines uses to operate non-stop services between certain airports in the United States and London's Heathrow Airport, and between certain airports in the United States and in Japan and China. * $890 million on account of a 2009 arrangement under which Citibank (South Dakota), N.A. paid $1.0 billion to American Airlines to prepurchase AAdvantage Miles under the AAdvantage(R) program. The $890 million of the Advance Purchase proceeds is accounted for by AMR as a loan from Citibank, with the remaining $110 million recorded as deferred revenue and credits. AMR agreed to apply the Advance Purchase Miles to Citibank cardholders' AAdvantage accounts in equal monthly installments over a five-year period beginning on Jan. 1, 2012. Citibank was granted a first-priority lien on certain of AMR's AAdvantage program assets, and a lien on certain of AMR's Heathrow and Narita routes and slots that would be subordinated to any subsequent first lien. * $460 million in senior convertible notes outstanding in a single issue, with a final maturity in 2014. The convertible notes are unsecured. * $214 million in debentures outstanding in multiple issues, with the final maturity in 2021. The debentures are unsecured and are publicly traded. The effective interest rates range from 9.0% to 10.2% per annum. * $173 million in notes outstanding in multiple issues, with the final maturity in 2039. The notes are unsecured and are publicly traded. The effective interest rates range from 7.88% to 10.55% per annum. AMR's payments for interest, net of capitalized interest, in 2010, 2009, and 2008 were $735 million, $631 million, and $685 million, respectively. AMR also has outstanding guarantees, operating leases, unsecured trade payables, and similar obligations that are not included in the debt obligations: -- $694 million in capital lease obligations as of Sept. 30, 2011. -- $600 million in unsecured trade payables AMR issued guarantees covering $1.6 billion of American Airlines' special facility revenue bond debt and $2.7 billion of American Airlines' secured debt. American Airlines issued guarantees covering $848 million of AMR Corp.'s unsecured debt. AMR Corp. and American Airlines has issued guarantees covering $170 million of Eagle's secured debt and AMR Corp. had also guaranteed $1.5 billion of Eagle's secured debt. AMR Corp. also guaranteed $115 million of American Airlines' leases of certain Super ATR Aircraft which are subleased to Eagle. EVENTS LEADING TO CHAPTER 11 FILING Isabella D. Goren, chief financial officer and senior vice president of AMR Corp., relates that since 2009, AMR's financial performance has lagged behind its major network competitors. Other airlines restructured their costs and emerged from Chapter 11 prior to 2009. United Air Lines emerged from Chapter 11 in 2006; US Airways emerged from its second Chapter 11 in 2005; Delta Air Lines and its future merger partner Northwest Airlines emerged from Chapter 11 in 2007. United later merged with Continental Airlines to form United Continental Holdings Inc. Ms. Goren explains that to address the liquidity needs that resulted from its weak financial performance, AMR has over the past few years obtained additional secured financing by pledging virtually all of its unencumbered assets. She says that even with that security, the financial markets have required interest rates on those financings which are above the prevailing market rates in the low-interest environment of recent years. That added cost, of course, has aggravated AMR's cost structure. Like the other major network carriers, AMR faced a major financial crisis as a result of the terrorist attacks on Sept. 11, 2001. Unlike the other carriers, however, and with the cooperation of its employees, AMR was able to stave off bankruptcy by implementing hundreds of initiatives resulting, by the end of 2004, in annual cost reductions of roughly $4.1 billion. "As a result of their chapter 11 restructurings, AMR's major network competitors have each been able to return to profitability. Each of these competitors achieved this financial performance despite the impact of the major economic downturn and despite the dramatic increase in the price, and price volatility, of jet fuel," says Ms. Goren. "AMR today has the highest operating costs among the four surviving major U.S. network air carriers." Given the uncertain economic outlook, volatile fuel prices, and the industry dynamics, AMR's uncompetitive cost structure and financial condition has given rise to speculation about the possibility of bankruptcy. As a result, shares of common stock of AMR have declined from $7.92 per share at the beginning of 2011 to $1.61 per share on November 23, 2011. AMR recorded a consolidated net loss of $162 million in the third quarter of 2011 compared to net income of $143 million in the third quarter of 2010. CHAPTER 11 FILING AMR filed sought Chapter 11 bankruptcy protection Tuesday morning in New York. AMR's board of directors determined that a Chapter 11 reorganization is in the best interest of the Company and its stakeholders. Just as with the Company's major airline competitors in recent years, the Chapter 11 process enables American Airlines and American Eagle to continue conducting normal business operations while they restructure their debt, costs and other obligations. AMR said it must address its cost structure, including labor costs, to enable it to capitalize on the foundational strengths it has put in place and secure its future. Together with the bankruptcy filing, AMR parted ways with longtime chairman and chief executive Gerard J. Arpey, who retired. The Wall Street Journal reports Mr. Arpey, 53, opted to retire after the board asked him to stay, Mr. Horton said. Mr. Arpey will join Emerald Creek Group LLC, a private-equity firm founded by former Continental Airlines Inc. CEO Larry Kellner, on Dec. 1, the firm said in a statement. AMR's board of directors named AMR President Thomas W. Horton, 50, to succeed Mr. Arpey. Mr. Horton said, "[bankruptcy] was a difficult decision, but it is the necessary and right path for us to take -- and take now -- to become a more efficient, financially stronger, and competitive airline." American Airlines and American Eagle are operating normal flight schedules, and their reservations, customer service, AAdvantage program, Admirals Clubs and all other operations are conducting business as usual. In its letter to aircraft lessors, lenders and trustees, AMR implied that it will seek to renegotiate aircraft lease terms or reject certain aircraft leases, and it plans to make payments for aircraft rent and mortgage principal and interest payments "only on certain aircraft in our fleets." AMR said, "We cannot afford to retain all the aircraft currently in the American and American Eagle fleets at their current rates, and so we have no choice but to make substantial reductions in the cost of the aircraft which we retain. Moreover, in view of the large number of aircraft we have on order from Airbus and Boeing, we also seek to accelerate our fleet renewal strategy and, as a result, we do not require the use of all aircraft currently in our fleets." To bondholders, AMR and American Airlines said in a letter to investors, "It is not contemplated that either interest will be paid or that interest will continue to accrue on unsecured securities during the Chapter 11 proceedings." AMR did not say in its note to investors if stockholders would be wiped out. "It is not possible to predict what the ultimate value of AMR's common stock may be or whether shareholders should expect any financial recovery in the Chapter 11 proceedings. Shareholders of a company in Chapter 11 generally recover value only if the claims of the secured and unsecured creditors are fully satisfied." AMR has estimated a weekly payroll of $93 million for employees postpetition. The Debtors expect to pay officers and directors $1.65 million during the 30-day period following the Chapter 11 filing. Payments to financial and business consultants within the first 30 days are expected to total $4.25 million. DIP Financing Not Needed AMR said in a news release that it has $4.1 billion in unrestricted cash and short-term investments. This cash, as well as cash generated from operations, is anticipated to be more than sufficient to assure that its vendors, suppliers and other business partners will be paid timely and in full for goods and services provided during the Chapter 11 process in accordance with customary terms. Because of its current cash position, the need for DIP financing is neither considered necessary nor anticipated, AMR said. AMR expects that for the 30-day period following the Chapter 11 filing, cash receipts will total $1.85 billion and cash disbursements will aggregate $2.1 5 billion. Unpaid obligations will be $3.1 billion and unpaid receivables will total $1 billion. At the "first day" hearing Nov. 29, U.S. Bankruptcy Judge Sean Lane approved American's requests to pay employees, continue its customer programs, and pay what the company said are vendors that are critical to maintaining its operations. Experts See Merger The Wall Street Journal reports the bankruptcy filing sent AMR shares down 84% to 26 cents each in 4 p.m. trading Nov. 29 on the New York Stock Exchange, capping a 12-month period in which the company's stock price already had fallen by nearly 80%. The Journal's Doug Cameron, Mike Spector and Jack Nicas report that AMR's decision to enter bankruptcy protection surprised some industry observers but drew praise from bankruptcy experts, who said troubled companies often wait too long to file. They also said AMR will likely benefit from the experience of its competitors in bankruptcy. AMR's filing appears to have been "very well planned," said Eric Schaffer, Esq., a partner in Reed Smith's bankruptcy practice who has worked on past airline restructurings, according to WSJ. "Assuming a successful reorganization, we would envision a smaller AMR with a cost structure that could stand profitably next to its peers," said J.P. Morgan Chase & Co. analyst Jamie Baker, WSJ reports. However, Mr. Baker said AMR's 15-month target for completing its restructuring could be difficult to achieve. WSJ also reports the bankruptcy filing could trigger industry consolidation, with US Airways Group Inc., the product of an earlier merger, seen by analysts as a potential fit. Any attempted merger, however, would unleash huge integration issues, further upset labor groups and face antitrust concerns. ----------------------------------------------------------------- [00002] COMPANY'S PRESS RELEASE CONCERNING CHAPTER 11 FILING ----------------------------------------------------------------- -- American Airlines, American Eagle and All Other Subsidiaries Operating Normal Flight Schedules, Honoring All Tickets and Reservations, Maintaining High Customer Service Levels and AAdvantage Program, and Continuing Employee Pay and Benefits -- AMR Has $4.1 Billion in Cash to Ensure Uninterrupted Supply of Goods and Services During Proceedings FORT WORTH, Texas -- November 29, 2011 -- MR Corporation, the parent company of American Airlines, Inc. and AMR Eagle Holding Corporation, disclosed that in order to achieve a cost and debt structure that is industry competitive and thereby assure its long-term viability and ability to continue delivering a world- class travel experience for its customers, the Company and certain of its U.S.-based subsidiaries (including American and American Eagle), filed voluntary petitions for Chapter 11 reorganization in the U.S. Bankruptcy Court for the Southern District of New York. AMR's Board of Directors determined that a Chapter 11 reorganization is in the best interest of the Company and its stakeholders. Just as with the Company's major airline competitors in recent years, the Chapter 11 process enables American Airlines and American Eagle to continue conducting normal business operations while they restructure their debt, costs and other obligations. American Airlines and American Eagle are operating normal flight schedules, and their reservations, customer service, AAdvantage(R) program, Admirals Clubs and all other operations are conducting business as usual. Likewise, throughout the Chapter 11 process, American and American Eagle expect to continue to: -- provide safe and reliable service; -- fly normal schedules; -- honor tickets and reservations, and make exchanges and refunds as usual; -- fully maintain AAdvantage frequent flyer and other customer service programs, and ensure all AAdvantage miles and elites status earned by members remain secure and intact; -- provide Admirals Club access and similar amenities to members and eligible customers; -- remain an integral member of the oneworld(R) alliance, of which American is a founding member, and continue its codeshare partnerships; -- provide employee wages, healthcare coverage, vacation, and other benefits, without interruption; and -- pay suppliers for goods and services received during the reorganization process. These filings have no direct legal impact on American's operations outside the United States. Thomas W. Horton, Chairman, Chief Executive Officer and President of AMR and American Airlines, said, "This was a difficult decision, but it is the necessary and right path for us to take -- and take now -- to become a more efficient, financially stronger, and competitive airline. "We have met our challenges head on, taking all possible action to secure our long-term position. In recent years, even as the airline industry faced unprecedented challenges, American strengthened our domestic and global network; fortified our alliances with the best partners around the world; launched a transformational fleet deal that will give American the youngest and most efficient fleet in the industry; and invested in our product, service and technology to build a world class customer experience. "But as we have made clear with increasing urgency in recent weeks, we must address our cost structure, including labor costs, to enable us to capitalize on these foundational strengths and secure our future. Our very substantial cost disadvantage compared to our larger competitors, all of which restructured their costs and debt through Chapter 11, has become increasingly untenable given the accelerating impact of global economic uncertainty and resulting revenue instability, volatile and rising fuel prices, and intensifying competitive challenges. "Our Board decided that it was necessary to take this step now to restore the Company's profitability, operating flexibility, and financial strength. We are committed to working as quickly and efficiently as possible to appropriately restructure American so that it can emerge from Chapter 11 well-positioned to assure the Company's long term viability and its ability to compete effectively in the marketplace," Horton stated. Mr. Horton continued, "Throughout the restructuring process, as always, our customers remain our top priority and they can continue to depend on us for the safe, reliable travel and high quality service they know and expect from us. We intend to maintain a strong presence in domestic and international markets, including our cornerstones in Dallas/Fort Worth, Chicago, New York, Miami and Los Angeles. As we and all airlines routinely do, we will continue to evaluate our operations and service, assuring that our network is as efficient and productive as possible. "Achieving the competitive cost structure we need remains a key imperative in this process and, as one part of that, we plan to initiate further negotiations with all of our unions to reduce our labor costs to competitive levels." "American Airlines has a strong, proud history and we will have a successful future. Working through this difficult, but necessary action and process, I am confident we will succeed in enhancing our reputation as a global leader known for excellence and innovation, a travel partner customers seek out, and a carrier that serves communities throughout the world," Mr. Horton concluded. The Company has approximately $4.1 billion in unrestricted cash and short-term investments. This cash, as well as cash generated from operations, is anticipated to be more than sufficient to assure that its vendors, suppliers and other business partners will be paid timely and in full for goods and services provided during the Chapter 11 process in accordance with customary terms. Because of the Company's current cash position, the need for debtor-in-possession financing is neither considered necessary nor anticipated. American is filing motions with the Court seeking interim relief that will ensure the Company's continued ability to conduct normal operations, including the ability to: -- provide employee wages, healthcare coverage, vacation, and other benefits without interruption; -- honor pre-petition obligations to customers and continue customer programs including American's AAdvantage frequent flyer program; -- pay for fuel under existing fuel supply contracts, and honor existing fuel supply, distribution and storage agreements; and -- assume and honor contracts relating to interline agreements with other airlines. AMR's lead counsel is Weil, Gotshal & Manges LLP and its financial advisor is Rothschild, Inc. AMR will be filing monthly operating reports with the Bankruptcy Court and also plans to post these monthly operating reports on the Investor Relations section of AA.com. The company will continue to file quarterly and annual reports with the Securities and Exchange Commission, which will also be available in the Investor Relations section of AA.com. About American Airlines American Airlines, American Eagle and the AmericanConnection(R) carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. About AMR Corporation Headquartered in Fort Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/ -- a worldwide scheduled passenger airline. As of Dec. 31, 2009, American provided scheduled jet service to approximately 160 destinations throughout North America, the Caribbean, Latin America, Europe and Asia. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. ----------------------------------------------------------------- [00003] AMR CORP.'S BALANCE SHEET AS OF SEPTEMBER 30, 2011 ----------------------------------------------------------------- AMR Corp. Balance Sheet As of September 30, 2011 ASSETS Current Assets Cash $304,000,000 Short-term investments 3,992,000,000 Restricted cash and short-term investments 474,000,000 Receivables, net 925,000,000 Inventories, net 631,000,000 Fuel derivative contracts 137,000,000 Other current assets 375,000,000 -------------- Total current assets 6,838,000,000 Equipment and Property Flight equipment, net 11,897,000,000 Other equipment and property, net 2,117,000,000 Purchase deposits for flight equipment 728,000,000 -------------- 14,742,000,000 Equipment and Property Under Capital Leases Flight equipment, net 338,000,000 Other equipment and property, net 62,000,000 -------------- 400,000,000 International slots and route authorities 708,000,000 Domestic slots and airport operating and gate lease rights 204,000,000 Other assets 1,827,000,000 -------------- $24,719,000,000 ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable $1,150,000,000 Accrued liabilities 1,928,000,000 Air traffic liability 4,392,000,000 Current maturities of long-term debt 1,374,000,000 Current obligations under capital leases 79,000,000 -------------- Total current liabilities 8,923,000,000 Long-term debt, less current maturities 9,552,000,000 Obligations under capital leases 615,000,000 Pension and postretirement benefits 7,875,000,000 Other liabilities 2,587,000,000 Stockholder's Equity Common stock 341,000,000 Additional paid-in capital 4,467,000,000 Treasury stock (367,000,000) Accumulated other comprehensive loss (2,783,000,000) Accumulated deficit (6,491,000,000) -------------- (4,833,000,000) -------------- $24,719,000,000 ============== ----------------------------------------------------------------- [00004] AMERICAN AIRLINES' BALANCE SHEET AS OF SEPTEMBER 30, 2011 ----------------------------------------------------------------- American Airlines, Inc. Balance Sheet As of September 30, 2011 ASSETS Current Assets Cash $301,000,000 Short-term investments 3,985,000,000 Restricted cash and short-term investments 474,000,000 Receivables, net 904,000,000 Inventories, net 586,000,000 Fuel derivative contracts 137,000,000 Other current assets 348,000,000 -------------- Total current assets 6,735,000,000 Equipment and Property Flight equipment, net 10,260,000,000 Other equipment and property, net 2,088,000,000 Purchase deposits for flight equipment 728,000,000 -------------- 13,076,000,000 Equipment and Property Under Capital Leases Flight equipment, net 338,000,000 Other equipment and property, net 62,000,000 -------------- 400,000,000 International slots and route authorities 708,000,000 Domestic slots and airport operating and gate lease rights 193,000,000 Other assets 1,765,000,000 -------------- $22,877,000,000 ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable $1,077,000,000 Accrued liabilities 1,800,000,000 Air traffic liability 4,392,000,000 Payable to affiliates, net 2,946,000,000 Current maturities of long-term debt 1,118,000,000 Current obligations under capital leases 79,000,000 -------------- Total current liabilities 11,412,000,000 Long-term debt, less current maturities 7,624,000,000 Obligations under capital leases 614,000,000 Pension and postretirement benefits 7,875,000,000 Other liabilities, deferred gains 2,559,000,000 Stockholder's Equity Common stock 0 Additional paid-in capital 4,007,000,000 Accumulated other comprehensive loss (2,894,000,000) Accumulated deficit (8,320,000,000) -------------- (7,207,000,000) -------------- $22,877,000,000 ============== ----------------------------------------------------------------- [00005] AMERICAN AIRLINES HOLDINGS' CHAPTER 11 DATABASE ----------------------------------------------------------------- Debtor: AMR Corporation 4333 Amon Carter Boulevard, MD5675 Fort Worth, TX 76155 http://www.aa.com/ Bankruptcy Case No.: 11-15463 Debtor-affiliates that filed separate Chapter 11 petitions: Case No. Debtor Entity -------- ------------- 11-15464 American Airlines, Inc. 11-15465 AMR Eagle Holding Corporation 11-15466 Americas Ground Services, Inc. 11-15467 PMA Investment Subsidiary, Inc. 11-15468 SC Investment, Inc. 11-15469 American Eagle Airlines, Inc. 11-15470 Executive Airlines, Inc. 11-15471 Executive Ground Services, Inc. 11-15472 Eagle Aviation Services, Inc. 11-15473 Admirals Club, Inc. 11-15474 Business Express Airlines, Inc. 11-15475 Reno Air, Inc. 11-15476 AA Real Estate Holding GP LLC 11-15477 AA Real Estate Holding L.P. 11-15478 American Airlines Marketing Services LLC 11-15479 American Airlines Vacations LLC 11-15480 American Aviation Supply LLC 11-15481 American Airlines IP Licensing Holding, LLC Chapter 11 Petition Date: Nov. 29, 2011 Bankruptcy Court: U.S. Bankruptcy Court Southern District of New York Bankruptcy Judge: Honorable Sean H. Lane Debtors' Counsel: Stephen Karotkin, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8350 Facsimile: (212) 310-8007 E-mail: stephen.karotkin@weil.com Debtors' Special Counsel: PAUL HASTINGS LLP 875 15th Street, N.W. Washington, DC 20005 - and - DEBEVOISE & PLIMPTON LLP 919 Third Avenue New York, NY 10022 - and - GROOM LAW GROUP, CHARTERED 1701 Pennsylvania Avenue, N.W. Washington, DC 20006 Debtors' Financial Advisors: ROTHSCHILD INC. 1251 Avenue of the Americas, 51st Floor New York, NY 10020 Total Assets: $24,719,000,000 as of Sept. 30, 2011 Total Liabilities: $29,552,000,000 as of Sept. 30, 2011. The petition was signed by Kenneth W. Wimberly, AMR Corporate Secretary. ----------------------------------------------------------------- [00006] LIST OF DEBTORS' 50 LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Entity Nature of Claim Amount ------ --------------- ------ WILMINGTON TRUST AMR CORPORATION $460,000,000 MICHAEL OLLER 6.25% CONVERTIBLE mikeoller@wilmingtontrust.com SENIOR NOTES DUE RODNEY SQUARE NORTH, 1100 2014 NORTH MARKET STREET WILMINGTON, DE 19890 Tel: 302-651-1000 Fax: 302-636-4145 MANUFACTURERS AND TRADERS ALLIANCEAIRPORT $357,130,000 TRUST COMPANY AUTHORITY, INC. FARRAH T. WELSH SPECIAL FACILITIES fwelsh@mtb.com REVENUE 25 SOUTH CHARLES STREET REFUNDING BONDS 11TH FL 5.25% DUE 2029 BALTIMORE, MD 21201 Tel: 410-244-3712 Fax: 410-244-4236 MANUFACTURERS AND TRADERS DALLAS FORT $199,160,000 TRUST COMPANY WORTH FACILITIES FARRAH T. WELSH IMPROVEMENT fwelsh@mtb.com CORP. BONDS 25 SOUTH CHARLES STREET 6.375% DUE 2035 11TH FL BALTIMORE, MD 21201 Tel: 410-244-3712 Fax: 410-244-4236 WILMINGTON TRUST AMR PUBLIC $150,000,000 MICHAEL OLLER INCOME NOTES mikeoller@wilmingtontrust.com 7.875% DUE 2039 RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET WILMINGTON, DE 19890 Tel: 302-651-1000 Fax: 302-636-4145 MANUFACTURERS AND TRADERS DALLAS FORT $131,735,000 TRUST COMPANY WORTH FACILITIES FARRAH T. WELSH IMPROVEMENT fwelsh@mtb.com CORP. REFUNDING 25 SOUTH CHARLES ST, 11TH FL BONDS SERIES BALTIMORE, MD 21201 5.50% DUE 2030 Tel: 410-244-3712 Fax: 410-244-4236 MANUFACTURERS AND TRADERS DALLAS FORT $126,240,000 TRUST COMPANY WORTH FACILITIES FARRAH T. WELSH IMPROVEMENT fwelsh@mtb.com CORP. SERIES 1995 25 SOUTH CHARLES ST, 11TH FL 6.00% DUE 2014 BALTIMORE, MD 21201 Tel: 410-244-3712 Fax: 410-244-4236 LAW DEBENTURE TRUST COMPANY PUERTO RICO $115,600,000 OF NEW YORK PORTS AUTHORITY GREGG WEISSMAN SPECIAL FACILITIES 400 MADISON AVENUE, 4TH FLOOR REVENUE BONDS, NEW YORK, NY 10017 SERIES A 6.25% DUE Tel: 212-750-6474 2026 Fax: 212-750-1361 THE BANK OF NEW YORK MELLON CHICAGO O'HARE $108,675,000 DARRYL POMYKALA INTERNATIONAL darryl.l.pomykala@bnymellon.com AIRPORT SPECIAL 1 WALL ST. FACILITY REVENUE NEW YORK, NY 10286 REFUNDING BONDS, Tel: 212-495-1784 SERIES 2007 5.50% Fax: 212-635-1799 DUE 2024 MANUFACTURERS AND TRADERS DALLAS FORT $103,000,000 TRUST COMPANY WORTH FACILITIES FARRAH T. WELSH IMPROVEMENT fwelsh@mtb.com CORP. REFUNDING 25 SOUTH CHARLES ST, 11TH FL BONDS SERIES 2000 BALTIMORE, MD 21201 A3 9.125% DUE 2029 Tel: 410-244-3712 Fax: 410-244-4236 WILMINGTON TRUST AMR DEBENTURES $75,759,000 MICHAEL OLLER 9.00% DUE 2012 mikeoller@wilmingtontrust.com RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET WILMINGTON, DE 19890 Tel: 302-651-1000 Fax: 302-636-4145 MANUFACTURERS AND TRADERS DALLAS FORT $65,000,000 TRUST COMPANY WORTH FACILITIES FARRAH T. WELSH IMPROVEMENT fwelsh@mtb.com CORP. REFUNDING 25 SOUTH CHARLES ST, 11TH FL BONDS SERIES 2000 BALTIMORE, MD 21201 A2 9.00% DUE 2015 Tel: 410-244-3712 Fax: 410-244-4236 THE BANK OF NEW YORK MELLON AMR DEBENTURES $60,943,156 MARY MISELIS 9.00% DUE 2016 mary.miselis@bnymellon.com 101 BARCLAY STREET NEW YORK, NY 10286 Tel: 212-815-4812 Fax: 212-635-1799 MANUFACTURERS AND TRADERS ALLIANCEAIRPORT $49,525,000 TRUST COMPANY AUTHORITY, INC. FARRAH T. WELSH SPECIAL FACILITIES fwelsh@mtb.com REVENUE 25 SOUTH CHARLES ST, 11TH FL REFUNDING BONDS, BALTIMORE, MD 21201 SERIES 1991 7.00% Tel: 410-244-3712 DUE 2011 Fax: 410-244-4236 LAW DEBENTURE TRUST COMPANY PUERTO RICO $39,705,000 OF NEW YORK PORTS AUTHORITY GREGG WEISSMAN SPECIAL FACILITIES 400 MADISON AVENUE, 4TH FLOOR REVENUE BONDS, NEW YORK, NY 10017 1993 SERIES A 6.30% Tel: 212-750-6474 DUE 2023 Fax: 212-750-1361 U.S. BANK, N.A. PUERTO RICO $36,160,000 SUSAN MERKER INDUSTRIAL, susan.merker@usbank.com MEDICAL, HIGHER 225 ASYLUM STREET, 23RD FL EDUCATION AND HARTFORD, CT ENVIRONMENTAL Tel: 860-241-6815 POLLUTION Fax: 860-241-6897 CONTROL FACILITIES FINANCING AUTHORITY, SERIES 1985 6.45% DUE 2025 WILMINGTON TRUST AMR DEBENTURES $32,162,000 MICHAEL OLLER 10.00% DUE 2021 mikeoller@wilmingtontrust.com RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET WILMINGTON, DE 19890 Tel: 302-651-1000 Fax: 302-636-4145 HEWLETT PACKARD TRADE DEBT $30,862,960 MARGARET WHITMAN 3000 HANOVER ST. PALO ALTO, CA 94304 Tel: 650-857-1501 Fax: 650-857-5518 MIAMI DADE COUNTY CLAIMS $25,000,000 COUNTY CHAIR ADMINISTRATION 111 NW 1ST STREET, SUITE 220 AGREEMENT MIAMI, FL 33136 Tel: 305-375-5511 Fax: 305-375-5883 ROLLS-ROYCE INC ROLLS-ROYCE INC TRADE DEBT $27,000,000 JAMES M. GUYETTE 1875 EXPLORER STREET, SUITE 200 RESTON, VA 20190 Tel: 703-834-1700 Fax: 703-709-6086 THE BANK OF NEW YORK MELLON NEW JERSEY $17,855,000 TAMMY BAUMGARTEN ECONOMIC tammy.baumgarten@bnymellon.com DEVELOPMENT 525 WILLIAM PENN PLACE, 38TH AUTHORITY FLOOR ECONOMIC PITTSBURGH, PA 15259 DEVELOPMENT Tel: 412-234-4100 BONDS 7.10% DUE 2031 THE BANK OF NEW YORK MELLON AMR DEBENTURES $17,525,500 MARY MISELIS 10.20% DUE 2020 mary.miselis@bnymellon.com 101 BARCLAY STREET NEW YORK, NY 10286 Tel: 212-815-4812 Fax: 212-635-1799 WILMINGTON TRUST AMR DEBENTURES $15,700,000 MICHAEL OLLER 9.75% DUE 2021 mikeoller@wilmingtontrust.com RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET WILMINGTON, DE 19890 Tel: 302-651-1000 Fax: 302-636-4145 BOEING COMMERCIAL AIRLINES TRADE DEBT $15,305,751 JIM ALBAUGH 100 NORTH RIVERSIDE CHICAGO, IL 98124 Tel: 312-544-2000 Fax: 312-544-2082 THE BANK OF NEW YORK MELLON AMR DEBENTURES $7,889,000 MARY MISELIS 9.88% DUE 2020 mary.miselis@bnymellon.com 101 BARCLAY STREET NEW YORK, NY 10286 Tel: 212-815-4812 Fax: 212-635-1799 WILMINGTON TRUST AMR MEDIUM TERM $7,701,000 MICHAEL OLLER NOTES, SERIES C mikeoller@wilmingtontrust.com 9.20% DUE 2012 RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET WILMINGTON, DE 19890 Tel: 302-651-1000 Fax: 302-636-4145 HONEYWELL HONEYWELL TRADE DEBT $7,678,974 DAVID M. COTE 101 COLUMBIA ROAD, MAILSTOP M6/LM MORRISTOWN , NJ 07962 Tel: 973-455-2114 Fax: 973-455-4807 DFW INTERNATIONAL AIRPORT TRADE DEBT $7,296,370 JEFFREY P. FEGAN P O DRAWER 619428 DFW AIRPORT, TX 75261-9428 Tel: 972-973-5200 Fax: 972-973-5751 MANUFACTURERS AND TRADERS DALLAS FORT $7,110,000 TRUST COMPANY WORTH FACILITIES FARRAH T. WELSH IMPROVEMENT fwelsh@mtb.com CORP. SERIES 2002 25 SOUTH CHARLES ST, 11TH FL 8.25% DUE 2036 BALTIMORE, MD 21201 Tel: 410-244-3712 Fax: 410-244-4236 SKY CHEFS TRADE DEBT $7,032,964 SONDRA LEHMAN 6200 LONGHORN RD IRVING, TEXAS 75063 Tel: 972-793-9000 Fax: 972-793-9738 ALLEGIS GROUP SERVICE TRADE DEBT $6,930,422 INCORPORATED JIM DAVIS 7301 PARKWAY DRIVE HANOVER, MD 21076 Tel: 410-579-3000 Fax: 410-540-7556 CHROMALLOY TRADE DEBT $5,648,368 ARMAND LAUZON 200 PARK AVE NEW YORK, NY 10166 Tel: 212-692-2087 Fax: 212-692-2645 CITGO PETROLEUM CORPORATION TRADE DEBT $5,561,378 ALEJANDRO GRANADO agranado@citgo.com 1293 ELDRIDGE PARKWAY HOUSTON, TEXAS 77077-1670 Tel: 832-486-4000 Fax: 713-570-5309 WILMINGTON TRUST AMR DEBENTURES $5,065,000 MICHAEL OLLER 9.80% DUE 2021 mikeoller@wilmingtontrust.com RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET WILMINGTON, DE 19890 Tel: 302-651-1000 Fax: 302-636-4145 FLINT HILLS RESOURCES, LP TRADE DEBT $4,318,839 BRADLEY RAZOOK brad.razook@fhr.com 1401 ELM STREET, 5TH FLOOR DALLAS, TX 75284-0569 Tel: 316-828-3477 Fax: 316-828-8566 AVIALL DISTRIBUTION SERVICES TRADE DEBT $4,028,277 DAN KOMNENOVICH 2750 REGENT BLVD DFW AIRPORT, TX 75261 Tel: 972-586-1000 Fax: 972-586-1361 WORLD FUEL SERVICES TRADE DEBT $3,886,383 PAUL H. STEBBINS pstebbins@wfscorp.com 9800 NW. 41ST, SUITE 400 MIAMI, FL 33178 Tel: 305-428-8000 Fax: 305-392-5600 MIAMI DADE COUNTY AVIATION TRADE DEBT $3,735,216 DEPT JOE A. MARTINEZ 4200 NW 36TH ST MIAMI, FL 33142 Tel: 305-876-0939 Fax: 305-876-0948 THE BANK OF NEW YORK MELLON AMR MEDIUM TERM $3,725,000 MARY MISELIS NOTES, SERIES B mary.miselis@bnymellon.com 10.55% DUE 2021 101 BARCLAY STREET NEW YORK, NY 10286 Tel: 212-815-4812 Fax: 212-635-1799 CITY OF CHICAGO TRADE DEBT $3,481,770 RUFUS WILLIAMS 333 SOUTH STATE STREET CHICAGO, IL 60604-3976 Tel: 773-686-2200 Fax: 312-674-1915 ALLIED AVIATION TRADE DEBT $3,422,995 ROBERT L ROSE - PRESIDENT 462 7TH AVENUE, 17TH FL NEW YORK, NY 10018 Tel: 941-312-0303 Fax: 941-312-2484 MORGAN STANLEY CAPITAL GROUP TRADE DEBT $3,322,781 STEVE KNOX steven.knox@morganstanley.com 2000 WESTCHESTER AVENUE PURCHASE, NY 10577 Tel: 212-761-4000 Fax: 914-225-9301 PETROBRAS DISTRIBUIDORA SA TRADE DEBT $3,013,278 CLAUDIO DISSENHA PORTES RUA GENERAL CANABARRO, 500 - 11 ANDAR MARACANA RIO DE JANEIRO - CEP 22271-900 Tel: 55 21 2354 4479 Fax: 55 21-3876-4990 BCD TRAVEL USA LLC TRADE DEBT $2,744,263 JOOP DRECHSEL ceo@bcdtravel.com SIX CONCOURSE PARKWAY NORTHEAST ATLANTA, GA 30328 Tel: 678-441-5200 Fax: 404-846-3833 AIR TOTAL INTERNATIONAL TRADE DEBT $2,712,890 THIERRY DE FEYDEAU thierry.de-feydeau@total.com LA DEFENSE CEDEX PARIS, FRANCE 92907 Tel: 33 1 41 35 94 91 Fax: 33 1 41 35 72 21 ROCKWELL INTERNATIONAL TRADE DEBT $2,693,404 CLAYTON M. JONES 400 COLLINS ROAD NE CEDAR RAPIDS, IA 52498 Tel: 319-295-1000 Fax: 319-295-1523 ZODIAC, INC. TRADE DEBT $2,688,513 OLIVIER ZARROUATI ozarrouari@zodiac.com ZODIAC - 2, RUE MAURICE MALLET 92130 ISSY-LES-MOULINCAUX - FRANCE Tel: 33 (0) 1041023022060 Fax: 33 (0) 1 41 23 23 10 THE BANK OF NEW YORK MELLON AMR MEDIUM TERM $2,365,000 MARY MISELIS NOTES, SERIES B mary.miselis@bnymellon.com 10.29% DUE 2021 101 BARCLAY STREET NEW YORK, NY 10286 Tel: 212-815-4812 Fax: 212-635-1799 CARLSON WAGONLIT TRAVEL TRADE DEBT $2,510,485 DOUGLAS ANDERSON 701 CARLSON WAY, MAIL STOP 82 MINNEAPOLIS, MN 55305 Tel: 800-213-7295 Fax: 763-212-2409 WEBER AIRCRAFT INCORPORATED TRADE DEBT $2,226,056 JEFF JOHNSTON jeff.johnston@zodiacaerospace.com 2000 WEBER DR. GAINESVILLE, TX 76240 Tel: 940-668-4187 Fax: 940-668-4195 EQUILON ENTERPRISES LLC PREPAID FUEL $2,167,973 PETRA DREYER-DECHER SUPPLIERS petra.dreyerdecher@shell.com DEUTSCHLAND OIL GMBH DIA/2 SUHRENKAMP 71-77 D-22284 HAMBURG Tel: 49-40-694-64-367 Fax: 49-40-671-03-897 ----------------------------------------------------------------- [00007] LIST OF HOLDERS OF MORE THAN 5% OF AMR SECURITIES ----------------------------------------------------------------- There are 335,227,024 shares of AMR Corporation common stock outstanding as of Oct. 13, 2011. Entities who own, control, or hold, with power to vote, 5% or more of the voting securities of the Debtor are: PRIMECAP Management Company 12.4% Capital Global Research Investors 9.3% Capital World Investors 8.4% Asia Mountain Investment Co., Ltd. and certain affiliates 7.3% ----------------------------------------------------------------- [00008] DEBTORS' MOTION FOR JOINT ADMINISTRATION OF CASES ----------------------------------------------------------------- AMR Corp and its debtor affiliates sought and obtained an order from Judge Sean H. Lane directing for the joint administration of their Chapter 11 cases for procedural purposes. The cases are jointly administered under Case No. 11-15463 (SHL). Joint administration, according to Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, will avoid duplicative filings and reduce costs. He assured the Court that joint administration will not adversely affect the rights of creditors because it is administrative, not substantive, consolidation of the estates. ----------------------------------------------------------------- [00009] DEBTORS' MOTION TO EXTEND TIME TO FILE SCHEDULES ----------------------------------------------------------------- The Debtors ask the Court to extend until February 11, 2012, the period to file their (i) schedules of assets and liabilities, (ii) schedules of executory contracts and unexpired leases, and (iii) statements of financial affairs. The Debtors are expected to file their schedules and statements on Dec. 13, but they anticipate that they will be unable to complete their schedules by that date. The Debtors also seek additional time to file their initial reports of financial information in respect of entities in which their Chapter 11 estates hold a controlling or substantial interest, as set forth in Rule 2015.3 of the Federal Rules of Bankruptcy Procedures until 60 days after the meeting of creditors to be held pursuant to Section 341 of the Bankruptcy Code. According to Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, the Debtors' primary focus has been on filing the large complex cases and reacting to the trauma of filing. Given the amount of work entailed in completing the Schedules and the competing demands on the Debtors' employees and professionals to assist in efforts to stabilize business operations during the initial postpetition period, the Debtors likely will not be able to properly and accurately complete the Schedules within the required 14-day time period, he tells the Court. Mr. Karotkin adds that extending the deadline for the initial Rule 2015.3 Reports also will enable the Debtors to work with their financial advisors and the Office of the U.S. Trustee to determine the appropriate nature and scope of the 2015.3 Reports and any proposed modifications to the reporting requirements established by Bankruptcy Rule 2015.3. ----------------------------------------------------------------- [00010] AMR CORP. TAPS THOMAS HORTON AS CHAIRMAN & CEO ----------------------------------------------------------------- FORT WORTH, Texas -- November 29, 2011 -- The Board of Directors of AMR Corporation named Thomas W. Horton chairman and chief executive officer of the Company, succeeding Gerard Arpey, who informed the Board of his decision to retire. Horton will also succeed Arpey as chairman and chief executive officer of American. Mr. Horton will continue to serve as President of AMR and American. ". . . . we entered a new phase in the evolution of this great company with a talented and experienced new leader, Tom Horton, succeeding Gerard Arpey, who skillfully led our company through some of its most challenging times," said Armando M. Codina, lead independent director of AMR. "With more than 22 years at American, Tom is ideally suited to guide the company through this next important period. Tom's experience in a different company and industry gives him a unique blend of experience and objectivity that will serve the company well as we work through this process to achieve a competitive cost structure. The Board has great confidence that, together, Tom and the industry's best workforce and management team will reaffirm American's position of pride and leadership among global airlines. "For 30 years Gerard Arpey has given his all to this company, especially during the last decade," Mr. Codina continued. "Gerard is a person of exceptional integrity, intelligence and commitment, and he helped our company to achieve amazing things against sometimes staggering odds. Although we had asked that he continue to lead American, we understand and respect his decision to retire and entrust the company he loves to a new leader for a new time. This Board will always be grateful for Gerard's unwavering commitment to what is best for the company." "It is a privilege and an honor to lead this company and I intend to do everything in my power to help restore its position of leadership in the global airline industry," said Mr. Horton. "This is a difficult business in the best of times, and I cannot think of anyone I would rather have worked with or had as a friend for over two decades than Gerard Arpey. He is not only a great business leader; he is also a man of honor. With characteristic selflessness, he decided it was time for a new leader to take the company forward and I am grateful for his -- and our Board's -- confidence. I know we can all count on Gerard's friendship and encouragement as we work to reaffirm American's place among the world's premier airlines." "The process launched will no doubt require far-ranging and sometimes difficult change, but it represents an opportunity to rebuild American in a way that assures its ability to compete in a changed world," Mr. Arpey said. "I appreciate the Board's confidence in me, but I also believe that executing on this plan requires a new leader for a new time. That is why I informed the Board of my decision to retire and, with my enthusiastic support, the Board decided to appoint Tom as CEO. It has been an honor to serve this company alongside the men and women of American Airlines who have met challenge after challenge with perseverance, skill, determination, and grace. I know they will continue to do so." Thomas W. Horton Background Thomas W. Horton was named as Chairman and Chief Executive Officer AMR and American Airlines in November 2011. He was named President of AMR and American in July 2010. Previously, Horton served as Executive Vice President - Finance and Planning and Chief Financial Officer of AMR and American. He was named to that position in March 2006 upon returning to American from AT&T Corp., where he had been Vice Chairman and Chief Financial Officer. Mr. Horton initially joined AMR in 1985 and held a range of senior financial positions with AMR, including Vice President and Controller. From 1998 to 2000, he was vice president responsible for the airline's Europe business, based in London. In January 2000, Mr. Horton became Senior Vice President and Chief Financial Officer of AMR. In 2002, Mr. Horton joined AT&T, where he served first as Chief Financial Officer and then as Vice Chairman and CFO. In 2005, Horton led the evaluation of strategic alternatives, ultimately leading to the combination with SBC, which formed the new AT&T. Mr. Horton holds an MBA degree from the Cox School of Business at Southern Methodist University and graduated with a BBA degree, magna cum laude, from Baylor University. Mr. Horton serves on the Board of Directors of Qualcomm, Inc., a leading developer and innovator of advanced wireless technologies and data solutions. Mr. Horton also serves on the Executive Board of the Cox School of Business at SMU. About American Airlines American Airlines, American Eagle and the AmericanConnection(R) carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. About AMR Corporation Headquartered in Fort Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/ -- a worldwide scheduled passenger airline. As of Dec. 31, 2009, American provided scheduled jet service to approximately 160 destinations throughout North America, the Caribbean, Latin America, Europe and Asia. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. ----------------------------------------------------------------- [00011] PBGC DIRECTOR JOSH GOTBAUM COMMENTS ON AMR BANKRUPTCY ----------------------------------------------------------------- WASHINGTON, D.C. -- November 29, 2011 -- Pension Benefit Guaranty Corporation Director Josh Gotbaum released this statement on the Bankruptcy Filing of AMR Corp.: ". . . . American Airlines' parent company filed for bankruptcy. When this happens employees and retirees worry -- and they should. In past bankruptcies, workers and retirees have lost their healthcare and seen their pensions cut. Based on our estimates American Airlines employees could lose a billion dollars in pension benefits if American terminates their plans. "This is true even if PBGC becomes responsible for those plans, because Congress has limited the size of the pensions we can pay. Unfortunately, when the agency assumed airline plans in the past, many people's pensions were cut, in some cases dramatically. That's why PBGC always tries first to preserve plans, even after companies enter bankruptcy. As we did with Visteon, and with some plans at Delta and Northwest Airlines, we will encourage American to fix its financial problems and still keep its pension plans." American Airlines sponsors four traditional pension plans that cover almost 130,000 participants. At present, the plans collectively had about $8.3 billion in assets to cover about $18.5 billion in benefits. If American Airlines were to end their plans, the agency would be responsible for paying about $17 billion in benefits; about $1 billion in benefits would be lost. A termination would also weaken the financial condition of PBGC, which has a record $26 billion deficit as a result of failed plans the agency has already assumed. In cases where plans cannot be saved, PBGC steps in and pays benefits. Currently, the agency is responsible for about 1.5 million people in more than 4,300 failed plans. Each month, on average, PBGC pays about $460 million to more than 870,000 retirees and is responsible for future payments to 628,000 people who haven't retired. About PBGC PBGC protects the pension benefits of 44 million Americans in 27,500 private-sector pension plans. The agency is directly responsible for paying the benefits of more than 1.5 million people in failed pension plans. PBGC receives no taxpayer dollars and never has. Its operations are financed by insurance premiums and with assets and recoveries from failed plans. About AMR Corporation Headquartered in Fort Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/ -- a worldwide scheduled passenger airline. As of Dec. 31, 2009, American provided scheduled jet service to approximately 160 destinations throughout North America, the Caribbean, Latin America, Europe and Asia. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. ----------------------------------------------------------------- [00012] AAR CORP RESPONDS TO AMERICAN AIRLINES BANKRUPTCY ----------------------------------------------------------------- WOOD DALE, Illinois -- November 29, 2011 -- In response to investor inquiries, AAR CORP., a leading independent provider of products and services to the commercial aviation and government and defense industries, disclosed that it expects negligible financial impact as a result of the Chapter 11 bankruptcy filing of American Airlines and its parent company, AMR Corp. The Company's aggregate accounts receivable exposure to American Airlines is less than $500,000 and current sales to American Airlines account for less than one half of one percent of the Company's annual sales. AAR is a leading provider of products and value-added services to the worldwide aerospace and government and defense industries. With facilities and sales locations around the world, AAR uses its close-to-the-customer business model to serve customers through four operating segments: Aviation Supply Chain; Maintenance, Repair and Overhaul; Structures and Systems; and Government and Defense Services. About American Airlines American Airlines, American Eagle and the AmericanConnection(R) carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. About AMR Corporation Headquartered in Fort Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/ -- a worldwide scheduled passenger airline. As of Dec. 31, 2009, American provided scheduled jet service to approximately 160 destinations throughout North America, the Caribbean, Latin America, Europe and Asia. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. ----------------------------------------------------------------- [00013] WHAT AMERICAN AIRLINES BANKRUPTCY MEANS FOR PASSENGERS ---------------------------------------------------------------- NAPA, California -- November 29, 2011 -- FlyersRights.org said in a statement that AMR Corp, American Airlines' parent corporation, said it was seeking chapter 11 bankruptcy protection due to significant losses over the last few years, leaving many passengers to ask what protections they have in the event American Airlines fails. -- There is risk that tickets will not be honored by AA should their restructuring fail. -- Ticket holders are unsecured creditors, last on the list of creditors, so if AA shuts their doors there will be little to NO relief for affected ticket holders. -- Reciprocity rules, under which airlines were required to honor other airlines' tickets in cases such as this, expired in 2007. Ticket holders will be left holding the bag if AA does fall. -- Some airlines may have insurance to guard against passenger loss in this situation, but it is not known if American Airlines has insurance that would cover the kind of volume that AA would have to cover if they fail entirely. FlyersRights.org is the largest non-profit airline passenger rights organization in the world with 50k members. About American Airlines American Airlines, American Eagle and the AmericanConnection(R) carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. About AMR Corporation Headquartered in Fort Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/ -- a worldwide scheduled passenger airline. As of Dec. 31, 2009, American provided scheduled jet service to approximately 160 destinations throughout North America, the Caribbean, Latin America, Europe and Asia. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. ----------------------------------------------------------------- [00014] FA UNION TO PROTECT AMERICAN EAGLE FLIGHT ATTENDANTS ----------------------------------------------------------------- WASHINGTON, D.C. -- November 29, 2011 -- The Association of Flight Attendants-CWA (AFA) International President Veda Shook issued this statement after AMR Corp, the parent company of American Eagle and American Airlines, filed for Chapter 11 bankruptcy reorganization: "As details emerge regarding the restructuring of American Eagle and American Airlines, AFA is prepared to represent the best interests of the American Eagle Flight Attendants. The AFA leadership at American Eagle is fully engaged in responding to the bankruptcy filing and, along with our financial and legal advisors, will monitor developments closely. We also are committed to working closely with the Association of Professional Flight Attendants, coordinating efforts as we protect our Flight Attendant careers. "AFA will continue to defend the jobs, pay and benefits for the over 1,500 Flight Attendants at American Eagle. We are committed to protecting American Eagle Flight Attendants, ensuring the long-term success of the airline and working swiftly through the bankruptcy process with as little disruption as possible. The filing does not change pay, benefits or working conditions for Flight Attendants as their contract remains intact. "Flight Attendants will continue our work as the safety professionals we are proud to be. We will work closely with all of our fellow front-line workers and their unions throughout the bankruptcy. As members of AFA, American Eagle Flight Attendants remain proud of the contributions they make daily to the airline. Chapter 11 is not an excuse to lay failed business decisions on the backs of the hard-working Flight Attendants. Pure and simple: Flight Attendants and other front-line workers are the airline's greatest asset and they should be recognized and respected as such. "AFA will ensure Flight Attendants play an integral role in the reshaping and rebuilding of American Eagle. AFA and our team of bankruptcy experts will work tirelessly to see that creative solutions are utilized throughout this process. We know -- and management knows -- what happens when a carrier fights with its workers in bankruptcy. The key to successful bankruptcy reorganization is commitment to working together toward a strong future. "AFA has vast experience in restructuring and we have been successful in preserving our profession along the way. With AFA's legal and collective bargaining experience, American Eagle Flight Attendants have industry-leading resources at their disposal." The Association of Flight Attendants is the world's largest Flight Attendant union. Focused 100 percent on Flight Attendant issues, AFA has been the leader in advancing the Flight Attendant profession for over 65 years. Serving as the voice for Flight Attendants in the workplace, in the aviation industry, in the media and on Capitol Hill, AFA has transformed the Flight Attendant profession by raising wages, benefits and working conditions. Nearly 60,000 Flight Attendants at 24 airlines come together to form AFA, part of the 700,000-member strong Communications Workers of America (CWA), AFL-CIO. About American Airlines American Airlines, American Eagle and the AmericanConnection(R) carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. About AMR Corporation Headquartered in Fort Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/ -- a worldwide scheduled passenger airline. As of Dec. 31, 2009, American provided scheduled jet service to approximately 160 destinations throughout North America, the Caribbean, Latin America, Europe and Asia. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. *** End of Issue No. 1 ***