mm11-2911_aa8k.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D. C. 20549
_____________
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
 
Securities Exchange Act of 1934
 
 
Date of earliest event reported:  November 28, 2011
 
 
American Airlines, Inc.
(Exact name of registrant as specified in its charter)
 
 
          Delaware                                 1-2691                                 13-1502798            
(State of Incorporation)  ( Commission File Number)   (IRS Employer Identification No.)
 
 
4333 Amon Carter Blvd.      Fort Worth, Texas              76155
(Address of principal executive offices)                     (Zip Code)
 
 
          (817) 963-1234           
(Registrant's telephone number)
 
 
 
(Former name or former address, if changed since last report.)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[ ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 

 



Item 1.03.
Bankruptcy or Receivership

On November 29, 2011, AMR Corporation (“AMR”) and certain of its subsidiaries, including American Airlines, Inc. (“American Airlines”) and AMR Eagle Holding Corporation (“Eagle Holding”), (collectively, the “Debtors”) filed voluntary petitions for reorganization 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 “Court”). The case number for AMR is 11-15463, and the case number for American Airlines is 11-15464. The Debtors will continue to operate their business as “debtors in possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court.
 
Item 2.04.
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Absent the protections provided by the Bankruptcy Code, as discussed below, the filing of the voluntary petitions for relief described in Item 1.03 (the “Voluntary Petitions”) constitutes an event of default and caused the automatic and immediate acceleration of a number of material direct financial obligations of American Airlines (the “Accelerated Material Direct Financial Obligations”).  The Accelerated Material Direct Financial Obligations include:

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$460 million in aggregate principal amount of AMR's 6.25% Convertible Senior Notes due 2014, issued under the Supplemental Indenture dated as of September 28, 2009, supplemental to the Indenture dated as of February 1, 2004, in each instance between AMR and Wilmington Trust Company, as Trustee.  Such notes are unconditionally guaranteed by American Airlines pursuant to that certain Guarantee in favor of Wilmington Trust Company, as Trustee, dated September 28, 2009.
   
l
$726 million in aggregate principal amount of American Airlines Series 2011-2A Series A Equipment Notes, issued under a series of Indentures, in each instance between American Airlines and U.S. Bank Trust National Association, as Loan Trustee, pursuant to that certain Note Purchase Agreement dated as of October 4, 2011.  Such notes are unconditionally guaranteed by AMR pursuant to that certain Guarantee from AMR to U.S. Bank Trust National Association, as Pass-Through Trustee, Subordination Agent and Loan Trustee, dated as of October 4, 2011.
   
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$1 billion in aggregate principal amount of American Airlines 7.50% Senior Secured Notes due 2016, issued under an Indenture, dated as of March 15, 2011, among American Airlines, AMR, U.S. Bank Trust National Association, as Trustee, and Wilmington Trust Company, as Collateral Trustee.  Such notes are unconditionally guaranteed by AMR pursuant to such Indenture.
   
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$502 million in aggregate principal amount of American Airlines Series 2011-1A Series A Equipment Notes and $153 million in aggregate principal amount of American Airlines Series 2011-1B Equipment Notes, issued under a series of Indentures, in each instance between American Airlines and U.S. Bank Trust National Association, as Loan Trustee, pursuant to that certain Note Purchase Agreement dated as of January 25, 2011.  Such notes are unconditionally guaranteed by AMR pursuant to that certain Guarantee from AMR to U.S. Bank Trust National Association, as Pass-Through Trustee, Subordination Agent and Loan Trustee, dated as of January 25, 2011.
   
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$450 million in aggregate principal amount of American Airlines 10.50% Senior Secured Notes due 2012, issued under an Indenture and Security Agreement, dated as of October 9, 2009, between American Airlines and U.S. Bank Trust National Association, as Trustee.  Such notes are unconditionally guaranteed by AMR pursuant to that certain Guarantee from AMR to U.S. Bank Trust National Association, as Trustee and Security Agent, dated as of October 9, 2009.
   
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$206 million in aggregate principal amount of American Airlines 13.00% Secured Notes due 2016, issued under an Indenture and Security Agreement, dated as of July 31, 2009, between American Airlines and U.S. Bank Trust National Association, as Trustee.
   
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$488 million in aggregate principal amount of American Airlines Series 2009-1A Equipment Notes, issued under a series of Indentures, in each instance between American Airlines and U.S. Bank Trust National Association, as Loan Trustee, pursuant to that certain Note Purchase Agreement dated as of July 7, 2009.


 
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$1.241 billion in aggregate principal amount of New York City Industrial Development Agency Special Facility Revenue Bonds (American Airlines John F. Kennedy International Airport Project).   The outstanding bonds were issued with different maturities between 2012 and 2031 and bear interest between 7.50% and 8.50%.  Such bonds are unconditionally guaranteed by AMR pursuant to that certain Guarantee from AMR to The Bank of New York, as Trustee, dated as of July 1, 2002, and by American Airlines pursuant to that certain Guarantee from American Airlines to The Bank of New York, as Trustee, dated as of July 1, 2002.

In addition, a material amount of other direct financial obligations of American Airlines, including unsecured debt and debt secured by aircraft and other assets, contain (i) provisions that result in the automatic and immediate acceleration of such direct financial obligations as a consequence of the filing of the Voluntary Petitions and/or (ii) cross-default and/or cross-acceleration provisions that may result in the acceleration of such obligations as a consequence of the acceleration of other direct financial obligations of American Airlines (including the Accelerated Material Direct Financial Obligations).

The ability of the creditors of the Debtors to seek remedies to enforce their rights against the Debtors under the direct financial obligations described above (including the Accelerated Material Direct Financial Obligations) is automatically stayed as a result of the filing of the Voluntary Petitions, and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code, including, in the case of certain direct financial obligations, Section 1110 thereof.

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Gerard J. Arpey resigned from his positions as a director, Chairman and Chief Executive Officer of AMR and American Airlines, effective November 28, 2011.   Mr. Arpey resigned as a result of his decision to retire from AMR and American Airlines.  His resignation did not result from any disagreement with AMR or American Airlines on any matter relating to either of their operations, policies or practices.  Mr. Arpey was elected Chairman of AMR and American Airlines in May 2004 and had been Chief Executive Officer of each since April 2003.  Mr. Arpey first joined AMR in 1982.

As a result of Mr. Arpey's resignation, the Board of Directors of each of AMR and American Airlines appointed Thomas W. Horton, age 50, to its  Board of Directors and elected him Chairman and Chief Executive Officer, effective immediately.  Since July 2010, Mr. Horton has served as President of AMR and American Airlines, a position he will retain.  In that role, he oversaw finance, planning, sales and marketing, customer service, information technology, and American Airlines’ global alliance strategy, including its role in the oneworld® alliance.  Previously, Mr. Horton served as Executive Vice President — Finance and Planning and Chief Financial Officer of AMR and American Airlines. He was named to that position in March 2006 upon returning to AMR and American Airlines from AT&T Corp., where he had been Vice Chairman and Chief Financial Officer.  Mr. Horton initially joined American Airlines in 1985 and held a range of senior financial positions, including Vice President and Controller. From 1998 to 2000, he was vice president responsible for American Airlines’ Europe business, based in London.  The Boards of Directors concluded that Mr. Horton's extensive experience in executive roles with AMR and American Airlines, coupled with his background in senior management at AT&T, provides a comprehensive skill set that will be useful in his service as a director and officer of AMR and American Airlines.

There are no arrangements or understandings between Mr. Horton and any other persons pursuant to which Mr. Horton was selected as a director or officer of AMR and American Airlines.  With respect to the disclosure required by Item 401(d) of Regulation S-K, there are no family relationships between Mr. Horton and any director or executive officer of AMR and American Airlines. With respect to Item 404(a) of Regulation S-K, there are no relationships or related transactions between Mr. Horton and AMR and American Airlines that would be required to be reported.

Item 8.01.
Other Events

On November 29, 2011, AMR issued two press releases announcing that it and certain of its subsidiaries, including American Airlines and Eagle Holding, filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code.  A copy of each press release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.  On November 29, 2011, AMR issued a press release regarding the retirement of Mr. Arpey and the appointment of Mr. Horton to the Board of Directors of each of AMR and American Airlines and his election as Chairman and Chief Executive Officer of AMR and American Airlines.  A copy of such press release is attached hereto as Exhibit 99.3.
 
In addition, AMR and Eagle Holding have decided that the previously announced spin-off of Eagle Holding will be placed on

 
3

 

hold pending the outcome of the Chapter 11 cases.

Additional information about AMR’s and American Airlines’ Chapter 11 filings are available on the Internet at aa.com/restructuring.  Court filings and claims information are available at www.AMRCaseInfo.com.  AMR and American Airlines expect to submit monthly operating reports to the Court as is customary in Chapter 11 cases and also plan to post these monthly reports in the Investor Relations section of aa.com.  AMR and American Airlines 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.

Item 9.01.
Financial Statement and Exhibits
                                                  

Exhibit
Number
Description
   
99.1
Press release dated November 29, 2011.
99.2
Press release dated November 29, 2011.
99.3
Press release dated November 29, 2011.

Forward-Looking Statements

This 8-K, including the Exhibits attached hereto, contains “forward-looking statements.” These statements are based on AMR and American Airlines management’s current expectations and assumptions, and as such involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those that AMR and American Airlines now anticipate — both in connection with the Chapter 11 filings AMR and American Airlines are announcing today and AMR and American Airlines’ business and financial prospects.  Statements of management's expectations, including its desire to successfully restructure in order to return AMR and American Airlines to long term viability and financial strength, to compete effectively in the marketplace, to cut costs and to restore profitability, are based on current assumptions and expectations.  No assurance can be made that these events will come to fruition.  Readers are referred to the documents filed by AMR and American Airlines with the Securities and Exchange Commission, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in this 8-K and the Exhibits attached hereto.  Those risks include, without limitation, the potential impact of volatile and rising fuel prices and the potential negative impact of the recent credit downgrade. AMR and American Airlines disclaim any obligation to update any forward-looking statements.


 
 

 
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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  AMERICAN AIRLINES, INC.  
       
 
By:
/s/ Kenneth W. Wimberly  
    Kenneth W. Wimberly  
    Corporate Secretary  
       
 
 
Dated:  November 29, 2011
 
 
 
 
 

 
 
 
 
 

 
 
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EXHIBIT INDEX
 
Exhibit
 
99.1
99.2
99.3
 
Description
 
Press release dated November 29, 2011.
Press release dated November 29, 2011.
Press release dated November 29, 2011.
 


 
mm11-2911_8ke991.htm
EXHIBIT 99.1
 

 
   
AA.com  
 
 
 
CONTACT:
Corporate Communications
   
Fort Worth, Texas
   
817-967-1577
   
mediarelations@aa.com
 
 
FOR RELEASE:  Tuesday, Nov. 29, 2011
 
AMR AND AMERICAN AIRLINES FILE FOR CHAPTER 11 REORGANIZATION TO
ACHIEVE INDUSTRY COMPETITIVENESS
 
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 – AMR Corporation (“the Company”), the parent company of American Airlines, Inc. (“American”) and AMR Eagle Holding Corporation (“American Eagle”), announced 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), today 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 today, and their reservations, customer service, AAdvantage® 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;
 
 
-- more --
 
 
 

 
 

AMR and American Chapter 11 Filing
Nov. 29, 2011
Page 2
 
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® 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.
 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,

 
 

 

AMR and American Chapter 11 Filing
Nov. 29, 2011
Page 3
 
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,” 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 today 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.
 
As announced separately today, the Board of Directors of AMR Corporation appointed 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

 
 

 
 
 
AMR and American Chapter 11 Filing
Nov. 29, 2011
Page 4
Arpey as Chairman and Chief Executive Officer of American Airlines and will retain the title of President.
AMR’s lead counsel is Weil, Gotshal & Manges LLP and its financial advisor is Rothschild, Inc.
More information about American Airlines Chapter 11 filing is available on the Internet at AA.com/restructuring.  Information for suppliers and vendors is available at (866) 736-9011 or (703) 286-2757, or by sending an email to amr.supplier@aa.com.
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® 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. American's award-winning website, AA.com®, provides users with easy access to check and book fares, plus personalized news, information and travel offers. 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. Together, its members and members-elect serve more than 900 destinations with more than 10,000 daily flights to 149 countries and territories. American Airlines, Inc. and American Eagle Airlines, Inc. are subsidiaries of AMR Corporation.  AmericanAirlines, American Eagle, AmericanConnection, AA.com, and AAdvantage are trademarks of American Airlines, Inc. (NYSE: AMR).
 
Forward Looking Statement
This press release contains “forward-looking statements.” These statements are based on AMR management’s current expectations and assumptions, and as such involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those that the Company now anticipates — both in connection with the Chapter 11 filings the Company is announcing today and AMR’s business and financial prospects.  Statements of management's expectations, including its desire to successfully restructure in order to return the Company to long term viability and financial strength, to compete effectively in the marketplace, to cut costs and to restore profitability, are based on current assumptions and expectations.  No assurance can be made that these events will come to fruition.  Readers are referred to the documents filed by the Company with the Securities and Exchange Commission, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in this release.  Those risks include, without limitation, the potential impact of volatile and rising fuel prices and the potential negative

 
 

 
 
 
AMR and American Chapter 11 Filing
Nov. 29, 2011
Page 5
 
 
impact of the recent credit downgrade. The Company disclaims any obligation to update any forward-looking statements.
 
# # #
Current AMR Corp. news releases can be accessed at http://www.aa.com
 
mm11-2911_8ke992.htm
EXHIBIT 99.2
 

 
   
AA.com  
 
 
 
CONTACT:
Corporate Communications
   
Fort Worth, Texas
   
817-967-1577
   
mediarelations@aa.com
 
 
FOR RELEASE:  Tuesday, Nov. 29, 2011
 
AMERICAN AIRLINES BEGINS LEGAL PROCESS IN UNITED STATES TO
IMPROVE COMPETITIVENESS

Normal Business Operations Continue Worldwide

FORT WORTH, Texas, U.S.A. – American Airlines, Inc. announced that its parent company, AMR Corporation, and certain United States-based subsidiaries today voluntarily filed for Chapter 11 reorganization under United States law.  American took this action in order to achieve a cost and debt structure that is competitive in the airline industry so that it can continue delivering a world-class travel experience for its customers.
American expects to continue normal business operations throughout the reorganization process, and the business will continue to be operated by the Company’s management.  The United States Chapter 11 reorganization process enables a company to maintain normal business operations while it establishes a competitive cost and debt structure.  This action has no direct legal impact on any American Airlines operations outside the United States.
American Airlines is operating normal flight schedules, honoring tickets and reservations as usual, and making normal refunds and exchanges.  American’s AAdvantage® frequent flyer program is not affected.  American remains part of the oneworld® alliance, of which it is a founding member, and all of its codeshare partnerships continue, enabling customers to earn and redeem miles on convenient flight options worldwide.
           “American’s customers are always 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,” said Thomas W. Horton, Chairman, Chief Executive Officer and President of AMR and American Airlines.  “American serves 260 airports in more than 50 countries and territories, and we are committed to maintaining a strong presence in worldwide markets.  I am confident American will emerge even stronger as a global leader known

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American Airlines Begins U.S. Legal Process – Normal Operations Continue
Nov. 29, 2011
Page 2

for excellence and innovation, a travel partner customers seek out, and a carrier that serves communities throughout the world.”
More information about American Airlines Chapter 11 filing is available on the Internet at aa.com/restructuring.

About American Airlines
American Airlines, American Eagle and the AmericanConnection® 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. American's award-winning website, AA.com®, provides users with easy access to check and book fares, plus personalized news, information and travel offers. 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. Together, its members and members-elect serve more than 900 destinations with more than 10,000 daily flights to 149 countries and territories. American Airlines, Inc. and American Eagle Airlines, Inc. are subsidiaries of AMR Corporation. AmericanAirlines, American Eagle, AmericanConnection, AA.com, and AAdvantage are trademarks of American Airlines, Inc. (NYSE: AMR).

 
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Current AMR Corp. news releases can be accessed at http://www.aa.com
mm11-2911_8ke993.htm
EXHIBIT 99.3
 

 
   
AA.com  
 
 
 
CONTACT:
Corporate Communications
   
Fort Worth, Texas
   
817-967-1577
   
mediarelations@aa.com
 
 
FOR RELEASE:  Tuesday, Nov. 29, 2011

AMR CORPORATION AND AMERICAN AIRLINES ANNOUNCE
LEADERSHIP TRANSITION

Thomas W. Horton Named Chairman and Chief Executive Officer of AMR
Corporation  and American Airlines;
Succeeds Gerard Arpey Who Decided to Retire

FORT WORTH, Texas –The Board of Directors of AMR Corporation (NYSE: AMR) (the “Company”), the parent of American Airlines, Inc. (“American”), has named Thomas W. Horton chairman and chief executive officer of the Company, succeeding Gerard Arpey, who yesterday informed the Board of his decision to retire.  Horton will also succeed Arpey as chairman and chief executive officer of American.  Horton will continue to serve as President of AMR and American.
“Today, 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,” 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
 
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AMR Leadership Transition
Nov. 29, 2011
Page 2

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 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 today 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,” 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.”
AMR, American and AMR Eagle Holding Corporation (“American Eagle”),  announced earlier today that in order to achieve a cost and debt structure that is industry competitive and thereby assure long-term viability and ability to continue delivering a world-class travel experience for 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.
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.
 
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AMR Leadership Transition
Nov. 29, 2011
Page 3
 
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, Horton became Senior Vice President and Chief Financial Officer of AMR.
In 2002, 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.
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. Horton serves on the Board of Directors of Qualcomm, Inc., a leading developer and innovator of advanced wireless technologies and data solutions. He also serves on the Executive Board of the Cox School of Business at SMU.

About American Airlines
American Airlines, American Eagle and the AmericanConnection® 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. American’s award-winning website, AA.com®, provides users with easy access to check and book fares, plus personalized news, information and travel offers. 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. Together, its members and members-elect serve more than 900 destinations with more than 10,000 daily flights to 149 countries and territories. American Airlines, Inc. and American Eagle Airlines, Inc. are subsidiaries of AMR Corporation. AmericanAirlines, American Eagle, AmericanConnection, AA.com, and AAdvantage are trademarks of American Airlines, Inc. (NYSE: AMR).

 
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Current AMR Corp. news releases can be accessed at http://www.aa.com