AMERICAN AIRLINES FILES FOR BANKRUPTCY 11-29-2011- THE CHPT. 11 PETITION AND AFFADAVIT

8/3/2019 AMERICAN AIRLINES FILES FOR BANKRUPTCY 11-29-2011- THE CHPT. 11 PETITION AND AFFADAVIT

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US_ACTIVE:\43692199\03\40517.0004

(Official Form 1) (4/10)

United States Bankruptcy Court

Southern District of New YorkVoluntary Petition

Name of Debtor (if individual, enter Last, First, Middle):

AMR CORPORATIONName of Joint Debtor (Spouse) (Last, First, Middle):

N/AAll Other Names used by the Debtor in the last 8 years(include married, maiden, and trade names):

AMR

All Other Names used by the Joint Debtor in the last 8 years(include married, maiden, and trade names):

N/ALast four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN) No./Complete EIN (ifmore than one, state all):

75-1825172

Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN) No./Complete EIN (if morethan one, state all):

N/A

Street Address of Debtor (No. and Street, City, and State):

4333 Amon Carter Boulevard, MD5675

Fort Worth, Texas

Street Address of Joint Debtor (No. and Street, City, and State):

N/A

76155 ZIP CODE

County of Residence or of the Principal Place of Business:

TarrantCounty of Residence or of the Principal Place of Business:

N/A

Mailing Address of Debtor (if different from street address):

N/AMailing Address of Joint Debtor (if different from street address):

N/AZIP CODE ZIP CODE

Location of Principal Assets of Business Debtor (if different from street address above):

N/A

Chapter of Bankruptcy Code Under Whichthe Petition is Filed (Check one box)

Chapter 7 Chapter 15 Petition for Recognition of a Foreign

Chapter 9 Main ProceedingChapter 11 Chapter 15 Petition for Recognition of a ForeignChapter 12 Nonmain Proceeding

Chapter 13______________________________________________________________________

Nature of Debts (Check one box)

Debts are primarily consumer Debts are primarily businessdebts, defined in 11 U.S.C. debts.101(8) as incurred by anindividual primarily for a personal,family, or household purpose.

Type of Debtor(Form of Organization)

(Checkone box.)

Individual (includes Joint Debtors)See Exhibit D on page 2 of this form.

Corporation (includes LLC and LLP)

Partnership

Other (If debtor is not one of the aboveentities, check this box and state type ofentity below.)

Nature of Business

(Checkone box.)

Health Care Business

Single Asset Real Estate as defined in11 U.S.C. 101 (51B)

Railroad

Stockbroker

Commodity Broker

Clearing Bank

Other

Airline Parent Company Tax-Exempt Entity

(Check box, if applicable.)

Debtor is a tax-exempt organization

under Title 26 of the United StatesCode (the Internal Revenue Code).

Filing Fee (Check one box)Full Filing Fee attached

Filing Fee to be paid in installments (applicable to individuals only)Must attach signed application for the courts consideration certifying that the debtor is unable to pay feeexcept in installments. Rule 1006(b). See Official Form 3A.

Filing Fee waiver requested (applicable to chapter 7 individuals only). Must attach signed application forthe courts consideration. See Official Form 3B.

Chapter 11 Debtors

Check one box:

Debtor is a small business debtor as defined in 11 U.S.C. 101(51D).

Debtor is not a small business debtor as defined in 11 U.S.C. 101(51D).

Check if:

Debtors aggregate noncontingent liquidated debts (excluding debts owed to

insiders or affiliates) are less than $2,343,300 (amount subject to adjustment on4/01/13 and every three years thereafter).

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Check all applicable boxes:

A plan is being filed with this petition.

Acceptances of the plan were solicited prepetition from one or more classes ofcreditors, in accordance with 11 U.S.C. 1126(B).

Statistical/Administrative Information

Debtor estimates that funds will be available for distribution to unsecured creditors.

Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for

distribution to unsecured creditors.

Estimated Number of Creditors (on a consolidated basis)

THIS SPACE IS FOR COURT USE

ONLY

1-49 50-99 100-199 200-999 1,000-5,000

5,001-10,000

10,001-25,000

25,00150,000

50,001-100,000

Over100,000

Estimated Assets (on a consolidated basis)

$0 to$50,000

$50,001 to$100,000

$100,001 to$500,000

$500,001 to$1 million

$1,000,001to $10million

$10,000,001to $50million

$50,000,001to $100million

$100,000,001to $500million

$500,000,001to $1 billion

More than$1 billion

Estimated Liabilities (on a consolidated basis)

$0 to$50,000

$50,001 to$100,000

$100,001 to$500,000

$500,001 to$1 million

$1,000,001to $10million

$10,000,001to $50million

$50,000,001to $100million

$100,000,001to $500million

$500,000,001to $1 billion

More than$1 billion

11-15463 Doc 1 Filed 11/29/11 Entered 11/29/11 06:57:15 Main Document Pg1 of 22


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FORM B1, Page 2

Voluntary Petition

(This page must be completed and filed in every case)

Name of Debtor(s):

AMR CORPORATION

All Prior Bankruptcy Case Filed Within Last 8 Years (If more than two, attach additional sheet.)

LocationWhere Filed: N/A

Case Number:

N/ADate Filed:

N/A

LocationWhere Filed: N/A

Case Number:

N/ADate Filed:

N/A

Pending Bankruptcy Case Filed by any Spouse, Partner or Affiliate of this Debtor (If more than one, attach additional sheet.)

Name of

Debtor:

American Airlines Realty (NYC) Holdings, Inc.

Case Number:

As filed

Date Filed:

November 29, 2011

District:

Southern District of New York

Relationship:

Wholly-Owned Indirect

Subsidiary of AMR Corporation

Judge:

Undetermined

Exhibit A

(To be completed if debtor is required to file periodic reports (e.g., forms 10K and 10Q) with theSecurities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities ExchangeAct of 1934 and is requesting relief under chapter 11.)

Exhibit A is attached and made a part of this petition.

Exhibit B

(To be completed if debtor is an individualwhose debts are primarily consumer debts.)

I, the attorney for the petitioner named in the foregoing petition, declare that I haveinformed the petitioner that [he or she] may proceed under chapter 7, 11, 12, or 13 oftitle 11, United States Code, and have explained the relief available under each suchchapter. I further certify that I have delivered to the debtor the notice required by

342(b).

X

Signature of Attorney for Debtor(s) Date

Exhibit C

Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety?

Yes, and Exhibit C is attached and made a part of this petition.

No.

Exhibit D

(To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.)

Exhibit D completed and signed by the debtor is attached and made a part of this petition.

If this is a joint petition:

Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition.

Information Regarding the Debtor - Venue

(Check any applicable box.)

Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediatelypreceding the date of this petition or for a longer part of such 180 days than in any other District.

There is a bankruptcy case concerning debtors affiliate, general partner, or partnership pending in this District.

Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in this District, or has noprincipal place of business or assets in the United States but is a defendant in an action or proceeding [in a federal or state court] in this District, orthe interests of the parties will be served in regard to the relief sought in this District.

Certification by a Debtor Who Resides as a Tenant of Residential Property(Check all applicable boxes)

Landlord has a judgment against the debtor for possession of debtors residence. (If box checked, complete the following.)

(Name of landlord that obtained judgment)

(Address of landlord)

Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure the entiremonetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and

Debtor has included with this petition the deposit with the court of any rent that would become due during the 30-day period after the filing of thepetition.

Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. 362(1)).



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FORM B1, Page

Voluntary Petition

(This page must be completed and filed in every case)

Name of Debtor(s):

AMR CORPORATION

Signatures

Signature(s) of Debtor(s) (Individual/Joint)

I declare under penalty of perjury that the information provided in this petition is true andcorrect.

[If petitioner is an individual whose debts are primarily consumer debts and has chosen to

file under chapter 7] I am aware that I may proceed under chapter 7, 11, 12 or 13 of title11, United States Code, understand the relief available under each such chapter, andchoose to proceed under chapter 7.

[If no attorney represents me and no bankruptcy petition preparer signs the petition] I haveobtained and read the notice required by 11 U.S.C. 342(b).

I request relief in accordance with the chapter of title 11, United States Code, specified inthis petition.

XSignature of Debtor

XSignature of Joint Debtor

Telephone Number (if not represented by attorney)

Date

Signature of a Foreign Representative

I declare under penalty of perjury that the information provided in this petition true and correct, that I am the foreign representative of a debtor in a foreigproceeding, and that I am authorized to file this petition.

(Check only one box.)

I request relief in accordance with chapter 15 of title 11, United States CodCertified copies of the documents required by 11 U.S.C. 1515 are attached.

Pursuant to 11 U.S.C. 1511, I request relief in accordance with the chapter of tit11 specified in this petition. A certified copy of the order granting recognition the foreign main proceeding is attached.

X(Signature of Foreign Representative)

(Printed Name of Foreign Representative)

Date

Signature of Attorney*

X /s/ Stephen KarotkinSignature of Attorney for Debtor(s)

Stephen KarotkinPrinted Name of Attorney for Debtor(s)

Weil, Gotshal & Manges LLPFirm Name

767 Fifth Avenue

Address

New York, New York 10153

(212) 310-8000Telephone Number

November 29, 2011Date

* In a case in which 707(b)(4)(D) applies, this signature also constitutes a certification that the attorneyhas no knowledge after an inquiry that the information in the schedules is incorrect.

Signature of Debtor (Corporation/Partnership)

I declare under penalty of perjury that the information provided in this petition is true andcorrect, and that I have been authorized to file this petition on behalf of the debtor.

The debtor requests the relief in accordance with the chapter of title 11, United StatesCode, specified in this petition.

X /s/ Kenneth W. WimberlySignature of Authorized Individual

Kenneth W. WimberlyPrinted Name of Authorized Individual

Corporate SecretaryTitle of Authorized Individual

November 29, 2011Date

Signature of Non-Attorney Bankruptcy Petition Preparer

I declare under penalty of perjury that: (1) I am a bankruptcy petition preparer as defined in 11U.S.C. 110; (2) I prepared this document for compensation and have provided the debtor wita copy of this document and the notices and information required under 11 U.S.C. 110(b),110(h), and 342(b); and (3) if rules or guidelines have been promulgated pursuant to 11 U.S.C 110(h) setting a maximum fee for services chargeable by bankruptcy petition preparers, Ihave given the debtor notice of the maximum amount before preparing any document for filingfor a debtor or accepting any fee from the debtor, as required in that section. Official Form 19Bis attached.

_________________________________________________________Printed Name and title, if any, of Bankruptcy Petition Preparer

__________________________________________________________Social-Security number (If the bankruptcy petition preparer is not an individual, state theSocial-Security number of the officer, principal, responsible person or partner of the bankruptcpetition preparer.) (Required by 11 U.S.C. 110.)

__________________________________________Address__________________________________________

x __________________________________________

__________________________________________Date

Signature of bankruptcy petition preparer or officer, principal, responsible person, or partnerwhose Social-Security number is provided above.

Names and Social-Security numbers of all other individuals who prepared or assisted inpreparing this document unless the bankruptcy petition preparer is not an individual:

If more than one person prepared this document, attach additional sheets conforming to theappropriate official form for each person.

A bankruptcy petition preparers failure to comply with the provisions of title 11 and the

Federal Rules of Bankruptcy Procedure may result in fines or imprisonment or both. 11 U.S.C

110; 18 U.S.C. 156.



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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

-------------------------------------------------------------x

In re :

: Chapter 11 Case No.

:AMR CORPORATION, 11- ________ ( )

:

:

Debtor. :

-------------------------------------------------------------x

EXHIBIT A TO VOLUNTARY PETITION

1. The debtors securities are registered under Section 12 of the Securities and Exchange Act of 1934 and, theSEC file number is 1-8400.

2. The following financial data is the latest available information and refers to the debtors condition onSeptember 30, 2011 on a consolidated basis with its affiliated debtors and debtors in possession.a. Total assets $24,719,000,000b. Total debts (including debts listed in 2.c., below) $29,552,000,000

c. Debt securities held by more than 500 holders.As of September30, 2011

Approximatenumber of holder

Secured variable and fixed rate interest due through 2023

(effective rates from 1.00% - 13.00% at September 30, 2011 $4,577,000,000 unknownEnhanced equipment trust certificates due through 2021(rates from 5.10% - 12.00% at September 30, 2011) $1,985,000,000 unknown

6.00% - 8.50% special facility revenue bonds duethrough 2036 $1,627,000,000 unknown

7.5% senior secured notes due 2016 $1,000,000,000 unknown

6.25% senior convertible notes due 2014 $ 460,000,000 unknown

9.0% - 10.20% debentures due through 2021 $ 214,000,000 unknown

7.88% - 10.55% notes due through 2039 $ 173,000,000 unknown

Comments: The Debtors have many public debt issues as referenced in their public filings with the Securities andExchange Commission, including their most recent Form 10-K for the fiscal year ending December 31, 2010;however it is not known if any of those debt issues are held by 500 or more holders as many, if not all, of those

securities are held in the name of various nominees.

d. Number of shares of preferred stock 0e. Number of shares of common stock 335,227,024 shares outstanding as of October 13, 2011



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US_ACTIVE:\43692199\03\40517.0004 2

3. Brief description of debtors business: AMR Corporation is the parent company of various direct andindirect subsidiaries specializing in air transportation services. AMRs principal subsidiary, American Airlines, Inc., is amajor U.S. certificated passenger airline and freight carrier, providing scheduled passenger and freight service toapproximately 160 destinations in North America, the Caribbean, Latin America, Europe, and Asia. In addition, AMR EagleHolding Corporation, a wholly-owned subsidiary of AMR, owns two regional airlines, American Eagle Airlines, Inc. andExecutive Airlines, Inc., which do business as American Eagle.

4. List the names of any person who directly or indirectly owns, controls, or holds, with power to vote, 5% ormore of the voting securities of debtor: To the best of the Debtors knowledge and belief, based on publicly filed disclosuresas of October 31, 2011, the following entities directly or indirectly own, control, or hold 5% or more of the voting securitiesof the Debtor: PRIMECAP Management Company (12.4%), Capital Global Research Investors (9.3%), Capital WorldInvestors (8.4%), and Asia Mountain Investment Co., Ltd. and certain affiliates (7.3%).



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-------------------------------------------------------------x

In re :

: Chapter 11 Case No.

:AMR CORPORATION, : 11- ________ ( )

:

:

Debtor. :

-------------------------------------------------------------x

CONSOLIDATED LIST OF CREDITORS

HOLDING 50 LARGEST UNSECURED CLAIMS1

The following is the consolidated list of the creditors of AMR Corporation and itsaffiliated debtors in the above-captioned chapter 11 cases, as debtors and debtors in possession(collectively, the Debtors), holding the 50 largest noncontingent unsecured claims as ofNovember 21, 2011.

Except as set forth above, this list has been prepared in accordance with Rule1007(d) of the Federal Rules of Bankruptcy Procedure and Rule 1007-1 of the Local Rules ofBankruptcy Procedure. This list does not include persons who come within the definition ofinsider set forth in section 101(31) of chapter 11 of the United States Code.

NAME OF

CREDITOR AND

COMPLETEMAILING

ADDRESS,

INCLUDING ZIP

CODE

NAME, TELEPHONE NUMBER AND

COMPLETE MAILING ADDRESS,

INCLUDING ZIP CODE, OFEMPLOYEE, AGENT OR

DEPARTMENT OF CREDITOR

FAMILIAR WITH CLAIM

NATURE OF CLAIM

(Trade Debt, Bank

Loan, GovernmentContract, etc.)

C

U

DS

AMOUNT OF

CLAIM

(IF SECUREDALSO STATE

VALUE OF

SECURITY)

WILMINGTONTRUST

WILMINGTON TRUSTMICHAEL [email protected]

RODNEY SQUARE NORTH, 1100NORTH MARKET STREETWILMINGTON, DE 19890Tel: 302-651-1000

Fax: 302-636-4145

AMR CORPORATION6.25% CONVERTIBLESENIOR NOTES DUE2014

$460,000,000

1 The information herein shall not constitute an admission of liability by, nor is it binding on, the Debtors. Allclaims are subject to customary offsets, rebates, discounts, reconciliations, credits, and adjustments, which are notreflected on this Schedule.



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US_ACTIVE:\43692199\03\40517.0004 2

NAME OF

CREDITOR AND

COMPLETE

MAILING

ADDRESS,

INCLUDING ZIP

CODE



INCLUDING ZIP CODE, OF

EMPLOYEE, AGENT OR


FAMILIAR WITH CLAIM

NATURE OF CLAIM

(Trade Debt, Bank

Loan, Government

Contract, etc.)

C

U

D

S

AMOUNT OF

CLAIM

(IF SECURED

ALSO STATE

VALUE OF

SECURITY)

MANUFACTURERSAND TRADERSTRUST COMPANY

MANUFACTURERS AND TRADERSTRUST COMPANYFARRAH T. [email protected] SOUTH CHARLES STREET, 11TH FLBALTIMORE, MD 21201Tel: 410-244-3712Fax: 410-244-4236

ALLIANCEAIRPORTAUTHORITY, INC.SPECIAL FACILITIESREVENUEREFUNDING BONDS5.25% DUE 2029

$357,130,000



DALLAS FORTWORTH FACILITIESIMPROVEMENTCORP. BONDS6.375% DUE 2035

$199,160,000

WILMINGTONTRUST


RODNEY SQUARE NORTH, 1100NORTH MARKET STREETWILMINGTON, DE 19890Tel: 302-651-1000Fax: 302-636-4145

AMR PUBLICINCOME NOTES7.875% DUE 2039

$150,000,000



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US_ACTIVE:\43692199\03\40517.0004 3

NAME OF

CREDITOR AND

COMPLETE

MAILING

ADDRESS,

INCLUDING ZIP

CODE




EMPLOYEE, AGENT OR


FAMILIAR WITH CLAIM

NATURE OF CLAIM

(Trade Debt, Bank

Loan, Government

Contract, etc.)

C

U

D

S

AMOUNT OF

CLAIM

(IF SECURED

ALSO STATE

VALUE OF

SECURITY)



DALLAS FORTWORTH FACILITIESIMPROVEMENTCORP. REFUNDINGBONDS SERIES5.50% DUE 2030

$131,735,000



DALLAS FORTWORTH FACILITIESIMPROVEMENTCORP. SERIES 19956.00% DUE 2014

$126,240,000

LAW DEBENTURETRUST COMPANYOF NEW YORK

LAW DEBENTURE TRUST COMPANYOF NEW YORKGREGG WEISSMAN400 MADISON AVENUE, 4TH FLOORNEW YORK, NY 10017Tel: 212-750-6474Fax: 212-750-1361

PUERTO RICOPORTS AUTHORITYSPECIAL FACILITIESREVENUE BONDS,SERIES A 6.25% DUE2026

$115,600,000

THE BANK OF NEWYORK MELLON

THE BANK OF NEW YORK MELLONDARRYL [email protected] 1 WALL ST.NEW YORK, NY 10286Tel: 212-495-1784Fax: 212-635-1799

CHICAGO OHAREINTERNATIONAL

AIRPORT SPECIALFACILITY REVENUEREFUNDING BONDS,SERIES 2007 5.50%DUE 2024

$108,675,000



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US_ACTIVE:\43692199\03\40517.0004 4

NAME OF

CREDITOR AND

COMPLETE

MAILING

ADDRESS,

INCLUDING ZIP

CODE




EMPLOYEE, AGENT OR


FAMILIAR WITH CLAIM

NATURE OF CLAIM

(Trade Debt, Bank

Loan, Government

Contract, etc.)

C

U

D

S

AMOUNT OF

CLAIM

(IF SECURED

ALSO STATE

VALUE OF

SECURITY)



DALLAS FORTWORTH FACILITIESIMPROVEMENTCORP. REFUNDINGBONDS SERIES 2000A3 9.125% DUE 2029

$103,000,000

WILMINGTONTRUST



AMR DEBENTURES9.00% DUE 2012

$75,759,000



DALLAS FORTWORTH FACILITIESIMPROVEMENTCORP. REFUNDINGBONDS SERIES 2000A2 9.00% DUE 2015

$65,000,000


THE BANK OF NEW YORK MELLONMARY [email protected] BARCLAY STREETNEW YORK, NY 10286Tel: 212-815-4812Fax: 212-635-1799


$60,943,156



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US_ACTIVE:\43692199\03\40517.0004 5

NAME OF

CREDITOR AND

COMPLETE

MAILING

ADDRESS,

INCLUDING ZIP

CODE




EMPLOYEE, AGENT OR


FAMILIAR WITH CLAIM

NATURE OF CLAIM

(Trade Debt, Bank

Loan, Government

Contract, etc.)

C

U

D

S

AMOUNT OF

CLAIM

(IF SECURED

ALSO STATE

VALUE OF

SECURITY)



ALLIANCEAIRPORTAUTHORITY, INC.SPECIAL FACILITIESREVENUEREFUNDING BONDS,SERIES 1991 7.00%DUE 2011

$49,525,000

LAW DEBENTURETRUST COMPANYOF NEW YORK

LAW DEBENTURE TRUST COMPANYOF NEW YORKGREGG WEISSMAN400 MADISON AVENUE, 4TH FLOORNEW YORK, NY 10017Tel: 212-750-6474Fax: 212-750-1361

PUERTO RICOPORTS AUTHORITYSPECIAL FACILITIESREVENUE BONDS,1993 SERIES A 6.30%DUE 2023

$39,705,000

U.S. BANK, N.A. U.S. BANK, N.A.SUSAN [email protected] ASYLUM STREET, 23RD FLHARTFORD, CTTel: 860-241-6815Fax: 860-241-6897

PUERTO RICOINDUSTRIAL,MEDICAL, HIGHEREDUCATION ANDENVIRONMENTALPOLLUTIONCONTROLFACILITIESFINANCINGAUTHORITY, SERIES1985 6.45% DUE 2025

$36,160,000



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US_ACTIVE:\43692199\03\40517.0004 7

NAME OF

CREDITOR AND

COMPLETE

MAILING

ADDRESS,

INCLUDING ZIP

CODE




EMPLOYEE, AGENT OR


FAMILIAR WITH CLAIM

NATURE OF CLAIM

(Trade Debt, Bank

Loan, Government

Contract, etc.)

C

U

D

S

AMOUNT OF

CLAIM

(IF SECURED

ALSO STATE

VALUE OF

SECURITY)


THE BANK OF NEW YORK MELLONTAMMY [email protected] 525 WILLIAM PENN PLACE, 38THFLOORPITTSBURGH, PA 15259Tel: 412-234-4100

NEW JERSEYECONOMICDEVELOPMENTAUTHORITYECONOMICDEVELOPMENTBONDS 7.10% DUE2031

$17,855,000




$17,525,500

WILMINGTONTRUST

WILMINGTON TRUSTMICHAEL OLLER

[email protected] SQUARE NORTH, 1100NORTH MARKET STREETWILMINGTON, DE 19890Tel: 302-651-1000Fax: 302-636-4145


$15,700,000

BOEINGCOMMERCIAL

AIRLINES

BOEING COMMERCIAL AIRLINESJIM ALBAUGH

100 NORTH RIVERSIDECHICAGO, IL 98124Tel: 312-544-2000Fax: 312-544-2082

TRADE DEBT $15,305,751



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US_ACTIVE:\43692199\03\40517.0004 8

NAME OF

CREDITOR AND

COMPLETE

MAILING

ADDRESS,

INCLUDING ZIP

CODE




EMPLOYEE, AGENT OR


FAMILIAR WITH CLAIM

NATURE OF CLAIM

(Trade Debt, Bank

Loan, Government

Contract, etc.)

C

U

D

S

AMOUNT OF

CLAIM

(IF SECURED

ALSO STATE

VALUE OF

SECURITY)




$7,889,000

WILMINGTONTRUST WILMINGTON TRUSTMICHAEL [email protected] SQUARE NORTH, 1100NORTH MARKET STREETWILMINGTON, DE 19890Tel: 302-651-1000Fax: 302-636-4145

AMR MEDIUM TERMNOTES, SERIES C9.20% DUE 2012

$7,701,000

HONEYWELL HONEYWELL

DAVID M. COTE101 COLUMBIA ROAD, MAILSTOPM6/LMMORRISTOWN , NJ 07962Tel: 973-455-2114Fax: 973-455-4807


DFWINTERNATIONALAIRPORT

DFW INTERNATIONAL AIRPORTJEFFREY P. FEGANP O DRAWER 619428

DFW AIRPORT, TX 75261-9428Tel: 972-973-5200Fax: 972-973-5751




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US_ACTIVE:\43692199\03\40517.0004 9

NAME OF

CREDITOR AND

COMPLETE

MAILING

ADDRESS,

INCLUDING ZIP

CODE




EMPLOYEE, AGENT OR


FAMILIAR WITH CLAIM

NATURE OF CLAIM

(Trade Debt, Bank

Loan, Government

Contract, etc.)

C

U

D

S

AMOUNT OF

CLAIM

(IF SECURED

ALSO STATE

VALUE OF

SECURITY)



DALLAS FORTWORTH FACILITIESIMPROVEMENTCORP. SERIES 20028.25% DUE 2036

$7,110,000

SKY CHEFS SKY CHEFSSONDRA LEHMAN6200 LONGHORN RDIRVING, TEXAS 75063Tel: 972-793-9000Fax: 972-793-9738


ALLEGIS GROUPSERVICE

INCORPORATED

ALLEGIS GROUP SERVICEINCORPORATED

JIM DAVIS7301 PARKWAY DRIVEHANOVER, MD 21076Tel: 410-579-3000Fax: 410-540-7556


CHROMALLOY CHROMALLOYARMAND LAUZON200 PARK AVENEW YORK, NY 10166Tel: 212-692-2087

Fax: 212-692-2645




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US_ACTIVE:\43692199\03\40517.0004 10

NAME OF

CREDITOR AND

COMPLETE

MAILING

ADDRESS,

INCLUDING ZIP

CODE




EMPLOYEE, AGENT OR


FAMILIAR WITH CLAIM

NATURE OF CLAIM

(Trade Debt, Bank

Loan, Government

Contract, etc.)

C

U

D

S

AMOUNT OF

CLAIM

(IF SECURED

ALSO STATE

VALUE OF

SECURITY)

CITGOPETROLEUMCORPORATION

CITGO PETROLEUM CORPORATIONALEJANDRO [email protected] ELDRIDGE PARKWAYHOUSTON, TEXAS 77077-1670Tel: 832-486-4000Fax: 713-570-5309


WILMINGTONTRUST




$5,065,000

FLINT HILLS

RESOURCES, LP

FLINT HILLS RESOURCES, LP

BRADLEY [email protected] ELM STREET, 5TH FLOORDALLAS, TX 75284-0569Tel: 316-828-3477Fax: 316-828-8566


AVIALLDISTRIBUTION

SERVICES

AVIALL DISTRIBUTION SERVICESDAN KOMNENOVICH

2750 REGENT BLVDDFW AIRPORT, TX 75261Tel: 972-586-1000Fax: 972-586-1361




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US_ACTIVE:\43692199\03\40517.0004 11

NAME OF

CREDITOR AND

COMPLETE

MAILING

ADDRESS,

INCLUDING ZIP

CODE




EMPLOYEE, AGENT OR


FAMILIAR WITH CLAIM

NATURE OF CLAIM

(Trade Debt, Bank

Loan, Government

Contract, etc.)

C

U

D

S

AMOUNT OF

CLAIM

(IF SECURED

ALSO STATE

VALUE OF

SECURITY)

WORLD FUELSERVICES

WORLD FUEL SERVICESPAUL H. [email protected] NW. 41ST, SUITE 400MIAMI, FL 33178Tel: 305-428-8000Fax: 305-392-5600


MIAMI DADECOUNTYAVIATION DEPT

MIAMI DADE COUNTY AVIATIONDEPTJOE A. MARTINEZ4200 NW 36TH STMIAMI, FL 33142Tel: 305-876-0939Fax: 305-876-0948



THE BANK OF NEW YORK MELLONMARY [email protected]

101 BARCLAY STREETNEW YORK, NY 10286Tel: 212-815-4812Fax: 212-635-1799

AMR MEDIUM TERMNOTES, SERIES B10.55% DUE 2021

$3,725,000

CITY OF CHICAGO CITY OF CHICAGORUFUS WILLIAMS333 SOUTH STATE STREETCHICAGO, IL 60604-3976Tel: 773-686-2200Fax: 312-674-1915




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NAME OF

CREDITOR AND

COMPLETE

MAILING

ADDRESS,

INCLUDING ZIP

CODE




EMPLOYEE, AGENT OR


FAMILIAR WITH CLAIM

NATURE OF CLAIM

(Trade Debt, Bank

Loan, Government

Contract, etc.)

C

U

D

S

AMOUNT OF

CLAIM

(IF SECURED

ALSO STATE

VALUE OF

SECURITY)

ALLIED AVIATION ALLIED AVIATIONROBERT L ROSE - PRESIDENT462 7TH AVENUE, 17TH FLNEW YORK, NY 10018Tel: 941-312-0303Fax: 941-312-2484


MORGANSTANLEY

CAPITAL GROUP

MORGAN STANLEY CAPITAL GROUPSTEVE KNOX

[email protected] WESTCHESTER AVENUEPURCHASE, NY 10577Tel: 212-761-4000Fax: 914-225-9301


PETROBRASDISTRIBUIDORASA

PETROBRAS DISTRIBUIDORA SACLAUDIO DISSENHA PORTESRUA GENERAL CANABARRO, 500 - 11ANDAR MARACANARIO DE JANEIRO - CEP 22271-900Tel: 55 21 2354 4479Fax: 55 21-3876-4990


BCD TRAVEL USALLC

BCD TRAVEL USA LLCJOOP [email protected] CONCOURSE PARKWAYNORTHEAST

ATLANTA, GA 30328Tel: 678-441-5200Fax: 404-846-3833




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NAME OF

CREDITOR AND

COMPLETE

MAILING

ADDRESS,

INCLUDING ZIP

CODE




EMPLOYEE, AGENT OR


FAMILIAR WITH CLAIM

NATURE OF CLAIM

(Trade Debt, Bank

Loan, Government

Contract, etc.)

C

U

D

S

AMOUNT OF

CLAIM

(IF SECURED

ALSO STATE

VALUE OF

SECURITY)

AIR TOTALINTERNATIONAL

AIR TOTAL INTERNATIONALTHIERRY DE [email protected] DEFENSE CEDEXPARIS, FRANCE 92907Tel: 33 1 41 35 94 91Fax: 33 1 41 35 72 21


ROCKWELLINTERNATIONAL

ROCKWELL INTERNATIONALCLAYTON M. JONES400 COLLINS ROAD NECEDAR RAPIDS, IA 52498Tel: 319-295-1000Fax: 319-295-1523


ZODIAC, INC. ZODIAC, INC.OLIVIER [email protected]

ZODIAC - 2, RUE MAURICE MALLET92130 ISSY-LES-MOULINCAUX -FRANCETel: 33 (0) 1041023022060Fax: 33 (0) 1 41 23 23 10



THE BANK OF NEW YORK MELLONMARY [email protected] BARCLAY STREETNEW YORK, NY 10286

Tel: 212-815-4812Fax: 212-635-1799

AMR MEDIUM TERMNOTES, SERIES B10.29% DUE 2021

$2,365,000



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NAME OF

CREDITOR AND

COMPLETE

MAILING

ADDRESS,

INCLUDING ZIP

CODE




EMPLOYEE, AGENT OR


FAMILIAR WITH CLAIM

NATURE OF CLAIM

(Trade Debt, Bank

Loan, Government

Contract, etc.)

C

U

D

S

AMOUNT OF

CLAIM

(IF SECURED

ALSO STATE

VALUE OF

SECURITY)

CARLSONWAGONLITTRAVEL

CARLSON WAGONLIT TRAVELDOUGLAS ANDERSON701 CARLSON WAY, MAIL STOP 82MINNEAPOLIS, MN 55305Tel: 800-213-7295Fax: 763-212-2409


WEBER AIRCRAFTINCORPORATED

WEBER AIRCRAFT INCORPORATEDJEFF [email protected] WEBER DR.GAINESVILLE, TX 76240Tel: 940-668-4187Fax: 940-668-4195


EQUILONENTERPRISES LLC

EQUILON ENTERPRISES LLCPETRA DREYER-DECHERPETRA.DREYER-

[email protected] OIL GMBH DIA/2SUHRENKAMP 71-77 D-22284HAMBURGTel: 49-40-694-64-367Fax: 49-40-671-03-897

PREPAID FUELSUPPLIERS

$2,167,973



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DECLARATION UNDER PENALTY OF PERJURY:

I, the undersigned authorized officer of the corporation named as Debtor in thiscase, declare under penalty of perjury that I have read the foregoing Consolidated List ofCreditors Holding the 50 Largest Unsecured Claims and that the list is true and correct to the

best of my information and belief.

Dated: November 29, 2011

/s/ Kenneth W. WimberlyBy: Kenneth W. WimberlyTitle: Corporate Secretary



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AMR CORPORATION

CERTIFICATE OF RESOLUTIONS

I, Kenneth W. Wimberly, solely in my capacity as Corporate Secretary of AMR

Corporation (the Corporation), and not in an individual capacity, hereby certify that thefollowing resolutions were duly adopted at a special meeting of the Board of Directors of theCorporation held on November 28, 2011 in accordance with the requirements of the DelawareGeneral Corporation Law and the Corporations charter and bylaws, that the attached resolutionsare true, complete and correct as they appear, and that these resolutions have not been modified,amended, or rescinded and are still in full force and effect on this date:

Commencement of Chapter 11 Case

RESOLVED, that in the judgment of the Board of Directors of the Corporation, it isdesirable and in the best interests of the Corporation, certain of its direct and indirect subsidiaries(the Filing Subsidiaries), and their respective creditors, employees, and other interestedparties that petitions be filed by the Corporation and the Filing Subsidiaries seeking relief underthe provisions of chapter 11 of title 11 of the United States Code (the Bankruptcy Code);

RESOLVED, that the Chairman, the Chief Executive Officer, the President, the GeneralCounsel, the Chief Financial Officer, any other Executive or Senior Vice President, any VicePresident (however designated), the Treasurer, the Corporate Secretary, any Assistant CorporateSecretary, and any other person designated and so authorized to act (each, an AuthorizedOfficer) of the Corporation is hereby authorized, empowered, and directed, in the name and onbehalf of the Corporation, to execute and verify petitions under chapter 11 of the BankruptcyCode and to cause the same to be filed in the United States Bankruptcy Court for the SouthernDistrict of New York (the Bankruptcy Court) at such time as any of the Chief Executive

Officer, the General Counsel or the Chief Financial Officer shall determine;

RESOLVED, that the Board of Directors sees no objection to each of the FilingSubsidiaries taking any and all action, including authorizing a filing in the Bankruptcy Court,and to executing and delivering all documents, agreements, motions and pleadings as arenecessary, proper, or desirable to enable such Filing Subsidiary to carry out the filing inBankruptcy Court contemplated hereby;

Retention of Advisors

RESOLVED, that the law firm of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New

York, New York 10153 is hereby employed as attorneys for the Corporation in the Corporationschapter 11 case, subject to Bankruptcy Court approval;

RESOLVED, that the law firm of Paul Hastings LLP, 875 15th Street, N.W., Washington,DC 20005 is hereby employed as special counsel for the Corporation in the Corporationschapter 11 case, subject to Bankruptcy Court approval;



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RESOLVED, that the law firm of Debevoise & Plimpton LLP, 919 Third Avenue, NewYork, New York 10022 is hereby employed as special counsel for the Corporation in theCorporations chapter 11 case, subject to Bankruptcy Court approval;

RESOLVED, that the law firm of Groom Law Group, Chartered, 1701 PennsylvaniaAvenue, N.W., Washington, DC 20006 is hereby employed as special counsel for theCorporation in the Corporations chapter 11 case, subject to Bankruptcy Court approval;

RESOLVED, that the firm of Rothschild Inc., 1251 Avenue of the Americas, 51st Floor,New York, New York 10020 is hereby employed as financial advisor for the Corporation in theCorporations chapter 11 case, subject to Bankruptcy Court approval;

RESOLVED, that any Authorized Officer is hereby authorized, empowered, and directedto execute and file in the Corporations chapter 11 case, all petitions, schedules, motions, lists,applications, pleadings, and other papers, and, in connection therewith, to employ and retain allassistance by legal counsel, accountants, financial advisors, and other professionals, and to takeand perform any and all further acts and deeds which such Authorized Officer deems necessary,

proper, or desirable in connection with the Corporations chapter 11 case;

General Authorization and Ratification

RESOLVED, that any Authorized Officer is hereby authorized, empowered, and directed,in the name and on behalf of the Corporation, to cause the Corporation to enter into, execute,deliver, certify, file and/or record, and perform, such agreements, instruments, motions,affidavits, applications for approvals or rulings of governmental or regulatory authorities,certificates, or other documents, and to take such other actions that in the judgment of theAuthorized Officer shall be or become necessary, proper, or desirable in connection with theCorporations chapter 11 case; and

RESOLVED, that any and all past actions heretofore taken by any Authorized Officer orthe directors of the Corporation in the name and on behalf of the Corporation in furtherance ofany or all of the preceding resolutions be, and the same hereby are, ratified, confirmed, andapproved in all respects.

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of November,2011.

/s/ Kenneth W. WimberlySignature

Kenneth W. WimberlyName

Corporate SecretaryTitle



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---------------------------------------------------------------x

:

In re : Chapter 11 Case No.

:

AMR CORPORATION, et al., : 11-_____ (___)

:

Debtors. : (Jointly Administered)

:

---------------------------------------------------------------x

AFFIDAVIT OF ISABELLA D. GOREN

PURSUANT TO LOCAL BANKRUPTCY RULE 1007-2

STATE OF NEW YORK )) ss:

COUNTY OF NEW YORK )

Isabella D. Goren, being duly sworn, hereby deposes and says:

1. I am the Chief Financial Officer and Senior Vice President of AMRCorporation (AMR Corp.) and its subsidiary American Airlines, Inc. (American Airlines).

On November 29, 2011 (the Commencement Date), AMR Corp. and its subsidiaries

American Airlines Realty (NYC) Holdings, Inc.; American Airlines; AMR Eagle Holding

Corporation; Americas Ground Services, Inc.; PMA Investment Subsidiary, Inc.; SC Investment,

Inc.; American Eagle Airlines, Inc.; Executive Airlines, Inc.; Executive Ground Services, Inc.;

Eagle Aviation Services, Inc.; Admirals Club, Inc.; Business Express Airlines, Inc.; Reno Air,

Inc.; AA Real Estate Holding GP LLC; AA Real Estate Holding L.P.; American Airlines

Marketing Services LLC; American Airlines Vacations LLC; American Aviation Supply LLC;

and American Airlines IP Licensing Holding, LLC (collectively, the Debtors, and together

with each of their non-Debtor subsidiaries, AMR) each commenced a case under chapter 11 of

title 11 of the United States Code (the Bankruptcy Code). I am knowledgeable and familiar

with the business and financial affairs of AMR. This Affidavit is submitted pursuant to Rule



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1007-2 of the Local Bankruptcy Rules for the Southern District of New York (the Local

Rules) for the purpose of apprising the Court and other parties in interest of the circumstances

that compelled the commencement of the chapter 11 cases and in support of (i) the Debtors

chapter 11 petitions and (ii) the motions and applications that the Debtors have filed with the

Court, including, but not limited to, the first-day motions (the First-Day Pleadings). I am

authorized to submit this Affidavit on behalf of AMR.

2. I have been employed by AMR for twenty-five years. I joined AmericanAirlines as a financial analyst in 1986 and subsequently held managerial positions in the

financial planning, human resources, and revenue management departments. In 1992, I became

AMRs director of investor relations, serving as AMRs primary interface with the Wall Street

community. Between 1994 and 1998, I held positions at AMR Services, a then subsidiary of

AMR Corp., following which I was elected a corporate officer of American Airlines and named

vice president of customer services planning. Since that time, I held a number of different

leadership positions before being elected a senior officer of American Airlines in 2006. In July

of 2010, I became AMR Corp.s and American Airlines Chief Financial Officer. I earned a

Bachelor of Science degree from the University of Texas and an MBA from Southern Methodist

University.

3. Except as otherwise indicated, the facts set forth in this Affidavit are basedupon my personal knowledge, my review of relevant documents, information provided to me by

employees working under my supervision, or my opinion based upon experience, knowledge,

and information concerning the operations of AMR and the airline industry. If called upon to

testify, I would testify competently to the facts set forth in this Affidavit. Unless otherwise



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indicated, the financial information contained herein is unaudited and provided on a consolidated

basis for AMR, which includes certain of its non-Debtor subsidiaries.

4. This Affidavit is intended to provide a summary overview of the businessof AMR and the need for restructuring the business pursuant to chapter 11. Section I describes

the nature of the AMR business. Section II describes the circumstances that compelled the

commencement of the chapter 11 cases. Section III describes the capital structure of AMR and

the potential financial circumstances that will impact the administration of the chapter 11 cases.

Section IV identifies the attached schedules of information required by Local Bankruptcy Rule

1007-2.

I.

AMRs Business

5. AMR Corp. was incorporated in October 1982, and virtually all of itsoperations are within the global airline industry. Its principal subsidiary, American Airlines, was

founded in 1934 and has long been Americas premier flagship airline. As of November 1, 2011,

American Airlines had a fleet of over 600 jet aircraft and provided approximately 1,800

scheduled daily departures to approximately 160 destinations throughout North America, the

Caribbean, Latin America, Europe, and Asia.

6. AMR Eagle Holding Corporation (Eagle) is a wholly-owned subsidiaryof AMR. It 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



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provide to American Airlines. As of November 1, 2011, Eagle provided approximately 1,500

scheduled daily departures to over 175 destinations in North America, Mexico, and the

Caribbean.

7. Domestic Operations. AMR carriers serve a total of 180 cities in theUnited States, with an average of 3,000 daily departures. AMRs 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 OHare.

8. International Operations. As of November 1, 2011, AMR carriersprovided approximately 300 departures per day to international destinations in the Caribbean,

Canada, Latin America, Europe, and Asia. American Airlines is also a founding member of the

oneworld alliance, pursuant to which member airlines may offer to their customers more services

and benefits than any member airline can provide individually, including (i) a broader route

network, (ii) opportunities to earn and redeem frequent flyer miles across the combined

oneworld network, and (iii) access to more airport lounges and clubs. The strength of the AMR

network has been complemented and reinforced by bringing some of the best international

carriers into the oneworld global alliance. The airlines that are oneworld members collectively

serve 750 destinations in approximately 150 countries, with more than 8,400 daily departures. In

2010, AMRs operating revenue from international operations was approximately 40% of total

operating revenues.



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9. Cargo. AMR carriers provide over 90 million pounds of weekly cargo liftcapacity to major cities in the United States, Europe, Canada, Mexico, the Caribbean, Latin

America, and Asia.

10. Frequent Flyer Program. American Airlines established theAAdvantage frequent flyer program (AAdvantage) to develop passenger loyalty by

offering awards to travelers for their continued patronage. The program has been, and continues

to be, beneficial and successful. AAdvantage benefits from a growing base of approximately

67 million members. AMR sells mileage credits and related services to other participant

companies in the AAdvantage program, of which there are over 1,000.

11. Other Revenue. Approximately 11% of AMRs 2010 total revenue camefrom marketing services related to the sale of mileage credits in the AAdvantage program,

membership fees and related revenue from AMRs Admirals Club operations, service charges,

and baggage handling fees.

12. Aircraft. Substantially all of the aircraft in AMRs fleet are financedthrough operating leases, capital leases, private bank mortgages, and publicly-issued secured

debt instruments. As of November 1, 2011, American Airlines had a fleet of over 600 aircraft

and Eagle had a fleet of approximately 300 aircraft.

13. Future Aircraft Acquisitions. As part of its continuing development offoundational building blocks for a successful future, AMR recently reached innovative and

industry-leading agreements with Boeing and Airbus that will enable the Company within five

years to operate the youngest and most efficient fleet among its U.S. competitors. Under these

agreements, American Airlines expects to acquire 460 narrowbody aircraft beginning during the

period 2013-2022. These agreements represent a major foundation for AMRs future. Included



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in the entire package of acquisition agreements is $13 billion of committed financing from the

aircraft manufacturers. The acquisitions will allow the lowering of costs and greater flexibility

to capitalize fully on the network.

14. Labor. AMR employs more than 88,000 people domestically and abroad.A majority of AMRs U.S. based employees are unionized and subject to collective bargaining

agreements.

II.

The Need for Chapter 11 Relief and the Events

Compelling the Commencement of These Chapter 11 Cases

15. As reflected in the chart annexed hereto as Exhibit A, since 2009,AMRs financial performance has lagged behind its major network competitors. Each of the

other airlines in this chart, of course, restructured their costs and emerged from chapter 11 prior

to 2009. (United emerged from chapter 11 in 2006; US Airways emerged from its second

chapter 11 in 2005; Delta and its future merger partner Northwest emerged from chapter 11 in

2007.)

16. To address the liquidity needs that resulted from its weak financialperformance, AMR has over the past few years obtained additional secured financing by

pledging virtually all of its unencumbered assets. 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 AMRs

cost structure.

17. There are a number of reasons for AMRs weakened financial condition.The Airline Deregulation Act of 1978 was intended to, and did, transform the U.S. airline

industry from an era of economic regulation to an era of intense competition. The intensity of



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that competition has increased markedly since the advent of Internet-based marketing and

reservations systems that resulted in complete price transparency to the consumer making

comparison shopping for the lowest fare extremely easy. In the twenty years following

deregulation, many of the most prominent U.S. air carriers household names like Pan

American, Eastern, TWA, and Braniff failed to compete effectively, entered bankruptcy, and

were either absorbed by merger or liquidated. During that same twenty-year period, however,

AMR was an industry leader in innovation, cost reduction, and increased efficiencies, which

enabled AMRs carriers to grow and prosper despite enormous competitive challenges.

18.

Following the events of September 11, 2001, however, the entire

remaining U.S. airline industry faced even greater challenges, including, but not limited to, a

significant decline in air travel and dramatically increased costs for security and fuel. Those

challenges led two major network carriers, US Airways and United Airlines, to seek relief under

chapter 11 in 2002. Two other major network carriers, Delta Air Lines and Northwest Airlines,

struggled through three more years but ultimately filed for relief under chapter 11 in September

2005.

19. AMR has been the only major network carrier that has not sought therelief afforded by chapter 11 to restructure operating costs and liabilities. Like the other major

network carriers, AMR faced a major financial crisis as a result of the events of September 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 approximately $4.1 billion. This included reaching consensual

agreements with the labor unions and the non-union employees at American Airlines in the

Spring of 2003, which reduced American Airlines labor costs by approximately $1.8 billion per



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year. This gave AMR what was then perceived as an opportunity to return to prosperity and

success with competitive costs. Since that time, however, AMRs major competitors exited

chapter 11 with dramatically improved balance sheets and dramatically reduced costs, including

labor costs that are significantly lower than AMRs labor costs.

20. As a result of their chapter 11 restructurings, AMRs major networkcompetitors 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.

21.

AMR long ago learned, through bitter experience, that if it does not match

competitors fares on a route, it will lose customers to the lower priced carrier. Thus, experience

has taught AMR that having higher prices results in lower revenues, rather than higher revenues.

That leads to a fundamental point of basic economics: Where intense price competition prevails

in a marketplace, the key to profitability is a competitive cost structure. Since their

restructurings in chapter 11, AMRs major network competitors all have lower costs than AMR.

Indeed, as demonstrated in Exhibit B, annexed hereto, AMR today has the highest operating

costs among the four surviving major U.S. network air carriers (i.e., compared to United, Delta,

and US Airways).

22. Industry analysts also fully recognize the problem of AMRsnoncompetitive cost structure. See, e.g., Michael Linenberg, AMR Corporation: Sept Q Loss

Underscores AMR Challenges in Deutsche Bank Equity Research Report (Oct. 20, 2011)

(Although we believe AMR at its core has all of the elements of a strong franchise, it will never

be able to achieve its potential until it has a competitive cost structure.).



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23. AMR has undertaken major efforts over the past eight years to reduce itscosts. As noted, by the end of 2004, AMR had achieved approximately $4.1 billion in annual

cost reductions. These efforts, which include reductions in food and beverage costs, commission

expenses, fuel savings initiatives, fleet simplification, information technology service spending

reductions, streamlined operating procedures and productivity improvements, supplier cost

reductions, and the aforementioned renegotiated labor costs, resulted in cumulative annual

savings by 2008 of approximately $6 billion. Faced with the relentless pressures of ever-

intensifying competition and rising fuel prices, in 2010 AMR pursued over fifty additional non-

fuel cost reduction initiatives aimed at generating another $250 million in annual savings. These

initiatives included increasing reliance on automated passenger check-in (kiosks, AA.com, and

Mobile AA.com); changes to health benefit plans, including enhanced care management,

increased employee contribution percentages, and higher co-pays for its non-union workforce;

reduction in maintenance costs, including closing the Kansas City maintenance base and

eliminating four line maintenance stations; enhancing systems to correct vendor overcharges for

sales and use taxes; consolidation of Latin American accounting offices; adopting a Price-to-

Profitability program to target additional supplier savings; reduction of commission rates on

Caribbean services; and renegotiation of IT support rates with its third-party vendor. AMR has

continued to pursue every effort short of chapter 11 to reform its cost structure, pursuing over

sixty additional initiatives aimed at reducing 2011 costs by another $300 million, including

programs to develop and use alternative aircraft parts manufacturing to avoid price escalation

being imposed by original equipment manufacturers; implementing bag scanning and other

efforts to improve dependability and reduce mishandled bag costs on a per-passenger basis;

eliminating post-65 retiree medical and increasing contributions pre-age 65 (for management and



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other employee groups not covered by collective bargaining agreements); implementing

innovative technology solutions to better deploy airport ground personnel; using a new aircraft

route analysis system to lower air traffic control expenses; and implementing an energy

management system at JFK airport.

24. In addition, as part of the strategy to build for the future, in recent yearsadditional concessions have been obtained from various vendors and suppliers. AMR also has

pursued Fuel Smart initiatives aimed at saving an estimated 140 million gallons of fuel in 2011

alone (a savings of more than $400 million, assuming $3 per gallon prices).

25.

AMR has not confined its efforts to cost reduction initiatives. Over the

past years, AMR has pursued an aggressive strategy to put in place foundational building blocks

to help establish a successful future. In addition to focusing on achieving a competitive and

sustainable cost structure, its Flight Plan 2020 strategy also reflects intense efforts to

strengthen its network by focusing on the most important markets for business/premium travel,

secure alliances through joint business arrangements with premier partners on routes across the

Atlantic and Pacific, improving its product through enhanced service, customer technology, and

an overall better airport/onboard experience for its customers. The innovative Boeing/Airbus

transactions described above will provide AMR with the newest and most fuel-efficient fleet

among its U.S. network peers a major building block for future viability.

26. However, despite these efforts, a substantial challenge still remains. Theimprovements and cost reductions AMR was able to achieve in recent years were not sufficient

to provide relief that would permit AMR to close the gap in operating costs and enable AMR to

have a cost structure comparable with its peers. AMR has been materially and negatively

affected by the combination of (i) competitive advantages that other airlines were able to obtain



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as a result of their chapter 11 restructurings and reorganizations, (ii) the continued penetration

and growth of low cost carriers, and (iii) the continuing unstable and depressed global economic

environment which has followed the near collapse of the financial markets in 2008. This

combination has severely impeded the ability of AMR to achieve profitable operations and

thereby preserve the value of its business for the benefit of its economic stakeholders,

employees, creditors, and the public. AMR cannot continue to progress towards a viable and

stable future without further, significant remediation of its uncompetitive cost structure. Without

addressing the realities of the marketplace, AMR cannot be competitive with its peers.

27.

Most recently, given the uncertain economic outlook, volatile fuel prices,

and the industry dynamics, AMRs uncompetitive cost structure and financial condition have

been the subject of numerous industry analysts reports, giving 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.

28. AMRs ability to be profitable depends on a variety of factors, includingthe overall industry environment, customer demand, yield and industry capacity growth, and, of

course, fuel prices. Because the airline industry is labor intensive and AMR has higher labor-

related costs, AMR has been unable to match its competitors abilities to adequately deal with

such variables. That economic disadvantage severely impedes the ability of AMR to compete

effectively and return to profitability. If not corrected, the cost differential and financial gap

between AMR and its competitors will widen to the prejudice and harm of AMRs stakeholders,

employees, and the public.

29. The threat of continued value erosion is a primary catalyst for action topreserve and enhance going concern values and restructure AMRs financial conditions and



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operations before the course becomes irreversible. The opportunity exists to restore AMR to its

place as Americas premier airline.

III.

Capital Structure

30. AMR and American Airlines are public reporting companies underSection 12(b) of the Securities and Exchange Act of 1934. 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. American Airlines shares of common stock, par value $1, are not publicly

traded. As of October 14, 2011, there were 1,000 shares of American Airlines common stock

outstanding. Eagles shares of common stock, par value $1.00, are not publicly traded.

31. AMR Corp., a Delaware corporation, is the direct parent company ofAmerican Airlines, Eagle, and the following Debtors: Americas Ground Services, Inc.; PMA

Investment Subsidiary, Inc.; and SC Investment, Inc. (collectively with Airlines and Eagle, the

Wholly-Owned Subsidiaries). AMR Corp. is the indirect parent company of the remaining

Debtors: American Airlines Realty (NYC) Holdings, Inc., which is a New York corporation and

has its principal assets in New York City; AA Real Estate Holding GP LLC; AA Real Estate

Holding L.P.; Reno Air, Inc.; American Airlines Marketing Services LLC; American Airlines

Vacations LLC; Admirals Club, Inc.; American Aviation Supply LLC; American Airlines IP

Licensing Holding, LLC; American Eagle Airlines, Inc.; Executive Airlines, Inc.; Executive

Ground Services, Inc.; Eagle Aviation Services, Inc.; and Business Express Airlines, Inc. Eagle

is the direct parent company of American Eagle Airlines, Inc.; Executive Airlines, Inc.; Eagle

Aviation Services, Inc.; and Business Express Airlines, Inc. (the Eagle Wholly-Owned



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Subsidiaries). Executive Airlines, Inc. is the direct parent company of Executive Ground

Services, Inc.

32. AMR Corp. owns 100% of the issued and outstanding stock of each of theWholly-Owned Subsidiaries. American Airlines owns 100% of the issued and outstanding

common stock of American Airlines Realty (NYC) Holdings, Inc.; Reno Air, Inc.; and Admirals

Club, Inc. American Airlines owns 100% of the membership interests in AA Real Estate

Holding GP LLC, a Delaware limited liability company, which is a general partner of AA Real

Estate Holding L.P., a Delaware limited partnership, of which American Airlines holds a 99.5%

interest. American Airlines also owns 100% of the membership interests in American Airlines

Marketing Services LLC, a Virginia limited liability company, as well as American Airlines

Vacations LLC, American Aviation Supply LLC, and American Airlines IP Licensing Holding,

LLC, each of which is a Delaware limited liability company. Eagle owns 100% of the issued

and outstanding common stock of the Eagle Wholly-Owned Subsidiaries. Executive Airlines,

Inc. owns 100% of the issued and outstanding common stock of Executive Ground Services, Inc.

33. As of September 30, 2011, AMR had consolidated reported assets andliabilities of approximately $24,719,000,000 and $29,552,000,000, respectively. As of

November 25, 2011, AMR has $4.1 billion of unrestricted cash and short-term investments.

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. The significant prepetition indebtedness

of AMR consists primarily of the following:

34. As of September 30, 2011, AMR had approximately $10.9 billion in debtobligations consisting of secured variable and fixed rate indebtedness, enhanced equipment trust

certificates, special facility revenue bonds, 7.50% senior secured notes, the Citibank advance



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purchase miles agreement, 6.25% senior convertible notes, debentures, and notes. In addition,

AMR had outstanding guarantees, operating leases, unsecured trade payables, and similar

obligations that are not included in the debt obligations. AMRs payments for interest, net of

capitalized interest, in 2010, 2009, and 2008 were $735 million, $631 million, and $685 million,

respectively.

Secured Variable and Fixed Rate Indebtedness

35. As of September 30, 2011, AMR had approximately $4.6 billion ofsecured 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. $655 million of the debt is publicly traded. The effective interest rates vary from 1.0% to

13.0% per annum.

Enhanced Equipment Trust Certificates

36. As of September 30, 2011, AMR had approximately $2.0 billion ofenhanced equipment trust certificates (EETCs) outstanding with maturities through 2021. $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.

Special Facility Revenue Bonds

37. Certain special facility revenue bonds have been issued by certainmunicipalities or other governmental authorities primarily to purchase equipment and/or improve

airport facilities that are leased or otherwise used by American Airlines or its affiliates. Neither

the full faith and credit, nor the taxing power, if any, of the respective governmental issuer of



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each such series of bonds is pledged to the payment of the principal of, premium, if any, or

interest on, such bonds. Such bonds are payable solely from certain revenues derived primarily

from certain payments to be made by AMR, American Airlines, or both.

38. Approximately $1.6 billion in aggregate principal amount of such revenuebonds 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.

The 7.50% Senior Secured Notes

39.

In March 2011, American Airlines issued $1 billion in aggregate principal

amount of 7.50% senior secured notes due 2016 (the Senior Secured Notes) pursuant to that

certain indenture, dated as of 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 semiannually. Subject to certain

limitations, the Senior Secured 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 nonstop services between certain airports in the United States and Londons Heathrow

Airport, and between certain airports in the United States and in Japan and China. As of

September 30, 2011, the entire principal amount of the Senior Secured Notes was outstanding.

The Citibank Advance Purchase Miles Agreement

40. In 2009 AMR entered into an arrangement (the CitibankArrangement) under which Citibank (South Dakota), N.A. (Citibank) paid $1.0 billion to

American Airlines in order to prepurchase AAdvantage Miles (the Advance Purchase Miles)

under the AAdvantage program (the Advance Purchase). Approximately $890 million of



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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. Under the Citibank

Arrangement, AMR agreed to apply the Advance Purchase Miles to Citibank cardholders

AAdvantage accounts in equal monthly installments over a five-year period beginning on

January 1, 2012.

41. Under the Citibank Arrangement, Citibank was granted a first-priority lienon certain of AMRs AAdvantage program assets, and a lien on certain of AMRs Heathrow and

Narita routes and slots that would be subordinated to any subsequent first lien. Commencing on

December 31, 2011, AMR has the right to repurchase, without premium or penalty, any or all of

the Advance Purchase Miles that have not been posted to Citibank cardholders accounts. AMR

also is obligated, in certain circumstances, to repurchase all of the Advance Purchase Miles that

have not been used by Citibank.

6.25% Senior Convertible Notes

42. As of September 30, 2011, AMR had $460 million in senior convertiblenotes outstanding in a single issue, with a final maturity in 2014. The convertible notes were

issued pursuant to a supplemental indenture dated September 28, 2009, with Wilmington Trust

Company, as trustee. The convertible notes are each convertible by their respective holders into

shares of AMR common stock at an initial conversion rate of 101.0101 shares per $1,000

principal amount of convertible notes, which represents an equivalent initial conversion price of

approximately $9.90 per share. The convertible notes are unsecured.



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9.0% - 10.20% Debentures due through 2021

43. As of September 30, 2011, AMR had $214 million in debenturesoutstanding 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.

7.88% - 10.55% Notes due through 2039

44. As of September 30, 2011, AMR had $173 million in notes outstanding inmultiple 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.

Financing Activity Since September 30, 2011

45. On October 3, 2011, American Airlines made the final principal paymentof $829 million in satisfaction of EETCs issued in September 2001.

46. On October 4, 2011, American Airlines issued an EETC with anoutstanding principal amount of $726 million and a final maturity in 2021. This single tranche

debt is secured by certain American Airlines aircraft and bears a coupon of 8.625%.

Capital Leases

47. Separate from the foregoing debt obligations, as of September 30, 2011,AMR had $694 million in capital lease obligations.

Off Balance Sheet Financings

48. AMR has approximately $1.5 billion of off balance sheet special facilityrevenue bonds, of which $940 million has been expensed and accrued in other liabilities,

deferred gains, and deferred credits. These bonds have similar characteristics and attributes as

the special facility bonds that are carried on the balance sheet as debt, except that the accounting



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treatment is similar to an operating lease. The bonds have maturities through 2035 with

effective annual interest rates from 5.40% to 9.05%.

49. AMR has significant operating lease obligations for aircraft, facilities, andequipment. Future minimum lease payments required under operating leases that have initial or

remaining non-cancelable lease terms in excess of a year as of September 30, 2011, were:

remainder of 2011 $309 million, 2012 $1.1 billion, 2013 $1.0 billion, 2014 $861 million,

2015 $703 million, and 2016 and beyond $6.3 billion.

Guarantees

50.

As of September 30, 2011, AMR Corp. issued guarantees covering

approximately $1.6 billion of American Airlines special facility revenue bond debt (and interest

thereon) and $2.7 billion of American Airlines secured debt (and interest thereon), including

debt related to aircraft transfers from Eagle to American Airlines. American Airlines issued

guarantees covering approximately $848 million of AMR Corp.s unsecured debt and interest

thereon.

51. In addition, as of September 30, 2011, AMR Corp. and American Airlineshad issued guarantees covering approximately $170 million of Eagles secured debt (and interest

thereon) and AMR Corp. had also guaranteed $1.5 billion of Eagles secured debt (and interest

thereon). AMR Corp. had also guaranteed $115 million of American Airlines leases of certain

Super ATR aircraft, which are subleased to Eagle.

Trade Payables

52. As of the Commencement Date, AMR has unsecured trade payables ofmore than $600 million.



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VI.

Information Required by Local Rule 1007-2

53. Local Rule 1007-2 requires certain information related to the Debtors,which is set forth below.

54. Pursuant to Local Rule 1007-2(a)(3), Schedule 1 hereto lists the namesand addresses of the members of, and attorneys for, any committee organized prior to the

Commencement Date and a brief description of the circumstances surrounding the formation of

the committee and the date of its formation.

55. Pursuant to Local Rule 1007-2(a)(4), Schedule 2 hereto lists the followinginformation with respect to each of the holders of the Debtors fifty (50) largest unsecured claims

on a consolidated basis, excluding claims of insiders: the creditors name, address (including the

number, street, apartment or suite number, and zip code, if not included in the post office

address), and telephone number; the name(s) of persons(s) familiar with the Debtors accounts,

the approximate amount of the claim, and an indication of whether the claim is contingent,

unliquidated, disputed, or partially secured.

56. Pursuant to Local Rule 1007-2(a)(5), Schedule 3 hereto provides thefollowing information with respect to each of the holders of the five (5) largest secured claims

against the Debtors on a consolidated basis: the creditors name, address (including the number,

street, apartment or suite number, and zip code, if not included in the post office address), and

telephone number; the approximate amount of the claim; a brief description of the collateral

securing the claim; an estimate of the value of the collateral, and whether the claim or lien is

disputed.

57. Pursuant to Local Rule 1007-2(a)(6), Schedule 4 hereto provides asummary of the Debtors consolidated assets and liabilities.



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58. Pursuant to Local Rule 1007-2(a)(7), Schedule 5 hereto provides thefollowing information: the number and classes of shares of stock, debentures, and other

securities of the Debtors that are publicly held and the number of record holders thereof; and the

number and classes of shares of stock, debentures, and other securities of the Debtors that are

held by the Debtors directors and officers, and the amounts so held.

59. Pursuant to Local Rule 1007-2(a)(8), Schedule 6 hereto provides a list ofall of the Debtors property in the possession or custody of any custodian, public officer,

mortgagee, pledgee, assignee of rents, secured creditor, or agent for any such entity, giving the

name, address, and telephone number of each such entity and the location of the court in which

any proceeding relating thereto is pending.

60. Pursuant to Local Rule 1007-2(a)(9), Schedule 7 hereto provides a list ofthe premises owned, leased, or held under other arrangement from which the Debtors operate

their business.

61. Pursuant to Local Rule 1007-2(a)(10), Schedule 8 hereto provides thelocation of the Debtors substantial assets, the location of their books and records, and the nature,

location, and value of any assets held by the Debtors outside the territorial limits of the United

States.

62. Pursuant to Local Rule 1007-2(a)(11), Schedule 9 hereto provides a list ofthe nature and present status of ea

Documents

AMERICAN AIRLINES FILES FOR BANKRUPTCY 11-29-2011- THE CHPT. 11 PETITION AND AFFADAVIT