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the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the
prospectus and proxy statement and other relevant materials when and if filed with the SEC in connection with the proposed transaction.
Information regarding AMR, the other Debtors and the remaining consolidated AMR subsidiaries contained in this Form 10-K is provided for the fiscal year
ended December 31, 2012. Except as otherwise expressly noted herein, the information contained herein assumes that the Merger has not been consummated
and does not describe or discuss the potential impact of the proposed Merger on AMR and its consolidated subsidiaries or their business, operations, financial
performance, or future prospects. Any such information will be contained only in the proxy and/or registration statement that may be filed with the SEC and,
if so, may be obtained as described above. Readers are cautioned to read such documents carefully if and when they are filed.
PART I
_____________________________________________________________________________________________________
ITEM 1. BUSINESS
Chapter 11 Proceedings
On November 29, 2011 (the Petition Date), AMR Corporation (AMR), American Airlines, Inc., AMR’s principal subsidiary (American or the Company), and
certain of American and AMR’s direct and indirect domestic subsidiaries (collectively, the Debtors) filed voluntary petitions for relief (the Chapter 11 Cases)
under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code), in the United States Bankruptcy Court for the Southern District of New
York (the Bankruptcy Court). The Chapter 11 Cases are being jointly administered under the caption “In re AMR Corporation, et al., Case No. 11-15463-
SHL.”
No assurance can be given as to the value, if any, that may be ascribed to the Debtors’ various prepetition liabilities and other securities. The Company cannot
predict what the ultimate value of any of its or the other Debtors' securities may be.
The Company is currently operating as a “debtor in possession” under the jurisdiction of the Bankruptcy Court and the applicable provisions of the
Bankruptcy Code. In general, as debtors in possession under the Bankruptcy Code, we are authorized to continue to operate as an ongoing business but may
not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. The Bankruptcy Code enables the
Company to continue to operate its business without interruption and the Bankruptcy Court has granted additional relief covering, among other things,
obligations to (i) employees, (ii) taxing authorities, (iii) insurance providers, (iv) independent contractors for improvement projects, (v) foreign vendors,
(vi) other airlines pursuant to certain interline agreements, and (vii) certain vendors deemed critical to the Debtors’ operations.
The Chapter 11 petitions triggered defaults on substantially all debt obligations of the Debtors. However, under section 362 of the Bankruptcy Code, the
commencement of a Chapter 11 case automatically stays most creditor actions against the Debtors’ property.
Additional information about the Company’s Chapter 11 Case is available on the Internet at aa.com/restructuring. Court filings and claims information are
available at amrcaseinfo.com. Information on this website is not incorporated into or otherwise made a part of this report. See also “Management’s Discussion
and Analysis of Financial Condition and Results of Operations – Chapter 11 Progress” and Note 1 to the consolidated financial statements for further
information regarding the Chapter 11 Cases.
General Description
American was founded in 1934. All of American’s stock is owned by AMR. At the end of 2012, American provided scheduled jet service to approximately 160
destinations throughout North America, the Caribbean, Latin America, Europe and Asia.
AMR Eagle Holding Corporation (AMR Eagle), a wholly-owned subsidiary of AMR, owns two regional airlines which do business as “American Eagle” –
American Eagle Airlines, Inc. and Executive Airlines, Inc. (collectively, the American Eagle® carriers). American also contracts with certain independently
owned regional air carriers to provide it with regional feed. See Note 5 and Note 17 to the consolidated financial statements for additional information on the
Company's capacity purchase agreements.
American, together with the American Eagle carriers and the third party carriers that provide regional feed to American, serves more than 250 cities in
approximately 50 countries with, on average, 3,400 daily flights. The combined network fleet numbers approximately 900 aircraft. American Airlines is also a
founding member of oneworld® alliance, which enables member airlines to offer their customers more services and benefits than any member airline can
provide individually. These services include a broader route network, opportunities to earn and redeem frequent flyer miles across the combined oneworld
network and more airport lounges. Together, oneworld members serve more than 800 destinations in approximately 150 countries, with about 9,000 daily
departures. American is also one of the largest scheduled air freight carriers in the world, providing a wide range of freight and mail services to shippers
throughout its system onboard American’s passenger fleet.
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