AFFIDAVIT OF ISABELLA D. GOREN PURSUANT TO LOCAL BANKRUPTCY RULE Isabella D. Goren, being duly sworn, hereby deposes and says:

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1 Pg 1 of 92 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK 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 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 AMR Corporation ( AMR Corp. ) and its subsidiary ( American Airlines ). On November 29, 2011 (the Commencement Date ), AMR Corp. and its subsidiaries American Airlines Realty (NYC) Holdings, ; American Airlines; AMR Eagle Holding Corporation; Americas Ground Services, ; PMA Investment Subsidiary, ; SC Investment, ; American Eagle Airlines, ; Executive Airlines, ; Executive Ground Services, ; Eagle Aviation Services, ; Admirals Club, ; Business Express Airlines, ; Reno Air, ; 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 US_ACTIVE:\ \15\

2 Pg 2 of 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 American Airlines 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 AMR s director of investor relations, serving as AMR s 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 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 based upon 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 US_ACTIVE:\ \15\

3 Pg 3 of 92 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 business of 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 I. AMR s Business 5. AMR Corp. was incorporated in October 1982, and virtually all of its operations are within the global airline industry. Its principal subsidiary, was founded in 1934 and has long been America s 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 subsidiary of AMR. It owns two regional airlines doing business as American Eagle : American Eagle Airlines, and Executive Airlines, 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 US_ACTIVE:\ \15\

4 Pg 4 of 92 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 the United States, with an average of 3,000 daily departures. AMR s domestic network is focused on the most important business markets: New York, Los Angeles, Chicago, Dallas/Fort Worth, and Miami. Eagle increases the number of markets served by providing connections at American Airlines primary markets to regional destinations not otherwise serviced by American Airlines. AmericanConnection, similarly, provides connecting service to American Airlines through Chicago O Hare. 8. International Operations. As of November 1, 2011, AMR carriers provided 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, AMR s operating revenue from international operations was approximately 40% of total operating revenues. US_ACTIVE:\ \15\

5 Pg 5 of Cargo. AMR carriers provide over 90 million pounds of weekly cargo lift capacity to major cities in the United States, Europe, Canada, Mexico, the Caribbean, Latin America, and Asia. 10. Frequent Flyer Program. American Airlines established the AAdvantage 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, Other Revenue. Approximately 11% of AMR s 2010 total revenue came from marketing services related to the sale of mileage credits in the AAdvantage program, membership fees and related revenue from AMR s Admirals Club operations, service charges, and baggage handling fees. 12. Aircraft. Substantially all of the aircraft in AMR s fleet are financed through 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 of foundational 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 These agreements represent a major foundation for AMR s future. Included US_ACTIVE:\ \15\

6 Pg 6 of 92 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 AMR s 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, AMR s 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 (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 financial performance, 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 AMR s cost structure. 17. There are a number of reasons for AMR s 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 US_ACTIVE:\ \15\

7 Pg 7 of 92 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 AMR s 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 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 AMR has been the only major network carrier that has not sought the relief 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, 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 US_ACTIVE:\ \15\

8 Pg 8 of 92 year. This gave AMR what was then perceived as an opportunity to return to prosperity and success with competitive costs. Since that time, however, AMR s major competitors exited chapter 11 with dramatically improved balance sheets and dramatically reduced costs, including labor costs that are significantly lower than AMR s labor costs. 20. As a result of their chapter 11 restructurings, AMR s major network competitors have each been able to return to profitability. Each of these competitors achieved this financial performance despite the impact of the major economic downturn and despite the dramatic increase in the price, and price volatility, of jet fuel. 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, AMR s 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 AMR s noncompetitive 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. ). US_ACTIVE:\ \15\

9 Pg 9 of AMR has undertaken major efforts over the past eight years to reduce its costs. 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 everintensifying competition and rising fuel prices, in 2010 AMR pursued over fifty additional nonfuel 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 US_ACTIVE:\ \15\

10 Pg 10 of 92 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 years additional 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. The improvements 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 US_ACTIVE:\ \15\

11 Pg 11 of 92 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 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, AMR s 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, AMR s ability to be profitable depends on a variety of factors, including the 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 laborrelated 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 AMR s stakeholders, employees, and the public. 29. The threat of continued value erosion is a primary catalyst for action to preserve and enhance going concern values and restructure AMR s financial conditions and US_ACTIVE:\ \15\

12 Pg 12 of 92 operations before the course becomes irreversible. The opportunity exists to restore AMR to its place as America s premier airline. III. Capital Structure 30. AMR and American Airlines are public reporting companies under Section 12(b) of the Securities and Exchange Act of 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. Eagle s shares of common stock, par value $1.00, are not publicly traded. 31. AMR Corp., a Delaware corporation, is the direct parent company of Eagle, and the following Debtors: Americas Ground Services, ; PMA Investment Subsidiary, ; and SC Investment, (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,, 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, ; American Airlines Marketing Services LLC; American Airlines Vacations LLC; Admirals Club, ; American Aviation Supply LLC; American Airlines IP Licensing Holding, LLC; American Eagle Airlines, ; Executive Airlines, ; Executive Ground Services, ; Eagle Aviation Services, ; and Business Express Airlines, Eagle is the direct parent company of American Eagle Airlines, ; Executive Airlines, ; Eagle Aviation Services, ; and Business Express Airlines, (the Eagle Wholly-Owned US_ACTIVE:\ \15\

13 Pg 13 of 92 Subsidiaries ). Executive Airlines, is the direct parent company of Executive Ground Services, 32. AMR Corp. owns 100% of the issued and outstanding stock of each of the Wholly-Owned Subsidiaries. American Airlines owns 100% of the issued and outstanding common stock of American Airlines Realty (NYC) Holdings, ; Reno Air, ; and Admirals Club, 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, owns 100% of the issued and outstanding common stock of Executive Ground Services, 33. As of September 30, 2011, AMR had consolidated reported assets and liabilities 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 The significant prepetition indebtedness of AMR consists primarily of the following: 34. As of September 30, 2011, AMR had approximately $10.9 billion in debt obligations consisting of secured variable and fixed rate indebtedness, enhanced equipment trust certificates, special facility revenue bonds, 7.50% senior secured notes, the Citibank advance US_ACTIVE:\ \15\

14 Pg 14 of 92 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. AMR s 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 of secured variable and fixed rate indebtedness outstanding with maturities through 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 of enhanced equipment trust certificates ( EETCs ) outstanding with maturities through $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 certain municipalities 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 US_ACTIVE:\ \15\

15 Pg 15 of 92 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, or both. 38. Approximately $1.6 billion in aggregate principal amount of such revenue bonds were accounted for as debt by AMR as of September 30, 2011 with maturities through 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 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 London s 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 Citibank Arrangement ) 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 US_ACTIVE:\ \15\

16 Pg 16 of 92 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, Under the Citibank Arrangement, Citibank was granted a first-priority lien on certain of AMR s AAdvantage program assets, and a lien on certain of AMR s Heathrow and Narita routes and slots that would be subordinated to any subsequent first lien. 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 convertible notes outstanding in a single issue, with a final maturity in 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 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. US_ACTIVE:\ \15\

17 Pg 17 of % % Debentures due through As of September 30, 2011, AMR had $214 million in debentures outstanding in multiple issues, with the final maturity in The debentures are unsecured and are publicly traded. The effective interest rates range from 9.0% to 10.2% per annum. 7.88% % Notes due through As of September 30, 2011, AMR had $173 million in notes outstanding in multiple issues, with the final maturity in 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, On October 3, 2011, American Airlines made the final principal payment of $829 million in satisfaction of EETCs issued in September On October 4, 2011, American Airlines issued an EETC with an outstanding principal amount of $726 million and a final maturity in 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 facility revenue 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 US_ACTIVE:\ \15\

18 Pg 18 of 92 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, and equipment. 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 Airlines had issued guarantees covering approximately $170 million of Eagle s secured debt (and interest thereon) and AMR Corp. had also guaranteed $1.5 billion of Eagle s 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 of more than $600 million. US_ACTIVE:\ \15\

19 Pg 19 of 92 VI. Information Required by Local Rule Local Rule requires certain information related to the Debtors, which is set forth below. 54. Pursuant to Local Rule (a)(3), Schedule 1 hereto lists the names and 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 (a)(4), Schedule 2 hereto lists the following information with respect to each of the holders of the Debtors fifty (50) largest unsecured claims on a consolidated basis, excluding claims of insiders: the creditor s 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 (a)(5), Schedule 3 hereto provides the following information with respect to each of the holders of the five (5) largest secured claims against the Debtors on a consolidated basis: the creditor s 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 (a)(6), Schedule 4 hereto provides a summary of the Debtors consolidated assets and liabilities. US_ACTIVE:\ \15\

20 Pg 20 of Pursuant to Local Rule (a)(7), Schedule 5 hereto provides the following 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 (a)(8), Schedule 6 hereto provides a list of all 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 (a)(9), Schedule 7 hereto provides a list of the premises owned, leased, or held under other arrangement from which the Debtors operate their business. 61. Pursuant to Local Rule (a)(10), Schedule 8 hereto provides the location 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 (a)(11), Schedule 9 hereto provides a list of the nature and present status of each action or proceeding, pending or threatened, against the Debtors or their property where a judgment against the Debtors or a seizure of their property may be imminent. US_ACTIVE:\ \15\

21 Pg 21 of Pursuant to Local Rule (a)(12), Schedule 10 hereto provides a list of the names of the individuals who comprise the Debtors existing senior management, their tenure with the Debtors, and a brief summary of their relevant responsibilities and experience. 64. Pursuant to Local Rule (b)(1)-(2)(A), Schedule 11 hereto provides the estimated amount of weekly payroll to the Debtors employees (not including officers, directors, stockholders, and partners) and the estimated amount to be paid to officers, stockholders, directors, members of any partnerships, and financial and business consultants retained by the Debtors for the thirty (30) day period following the filing of the Debtors chapter 11 petitions as the Debtors intend to continue to operate their business. 65. Pursuant to Local Rule (b)(3), Schedule 12 hereto provides, for the thirty (30) day period following the filing of the chapter 11 petitions, a list of estimated cash receipts and disbursements, net cash gain or loss, obligations, and receivables expected to accrue that remain unpaid, other than professional fees. V. Conclusion 66. The above illustrates the factors that have precipitated the commencement of the chapter 11 cases and the critical need for AMR to restructure its financial affairs and operations. The provisions of chapter 11 will assist in enabling AMR to achieve its objective of reestablishing itself as a viable economic enterprise able to compete in its marketplace to the benefit of its economic stakeholders, employees, and the public it serves. US_ACTIVE:\ \15\

22 Pg 22 of 92

23 Pg 23 of 92 Exhibit A

24 Pg 24 of % Corporate Pre Tax Margin 4.0% 2.0% 0.0% (2.0%) AA DL UA US (4.0%) (6.0%) (8.0%) YE3Q

25 Pg 25 of 92 Exhibit B

26 Pg 26 of % Corporate Operating Cost as % of Revenue 100% AA DL UA US 95% 90% YE3Q11

27 Pg 27 of 92 Schedule 1 Committees Pursuant to Local Rule (a)(3), to the best of the Debtors knowledge and belief, no committee has been organized prior to the Commencement Date. US_ACTIVE:\ \01\

28 Pg 28 of 92 Schedule 2 Consolidated List of 50 Largest Unsecured Claims (Excluding Insiders) 1 Pursuant to Local Rule (a)(4), the following is a list of creditors holding, as of November 21, 2011, the 50 largest noncontingent, unsecured claims against the Debtors, on a consolidated basis, excluding claims of insiders as defined in 11 U.S.C The information herein shall not constitute an admission of liability by, nor is it binding on, the Debtors. All claims are subject to customary offsets, rebates, discounts, reconciliations, credits, and adjustments, which are not reflected on this Schedule. US_ACTIVE:\ \01\

29 Pg 29 of 92 NAME OF CREDITOR AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE NAME, TELEPHONE NUMBER AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE, OF EMPLOYEE, AGENT OR DEPARTMENT OF CREDITOR FAMILIAR WITH CLAIM NATURE OF CLAIM (Trade Debt, Bank Loan, Government Contract, etc.) AMOUNT OF CLAIM (IF SECURED ALSO STATE VALUE OF SECURITY) WILMINGTON TRUST WILMINGTON TRUST MICHAEL OLLER RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET WILMINGTON, DE Tel: Fax: AMR CORPORATION 6.25% CONVERTIBLE SENIOR NOTES DUE 2014 $460,000,000 MANUFACTURERS AND TRADERS TRUST COMPANY MANUFACTURERS AND TRADERS TRUST COMPANY FARRAH T. WELSH 25 SOUTH CHARLES STREET, 11TH FL BALTIMORE, MD Tel: Fax: ALLIANCEAIRPORT AUTHORITY, INC. SPECIAL FACILITIES REVENUE REFUNDING BONDS 5.25% DUE 2029 $357,130,000 MANUFACTURERS AND TRADERS TRUST COMPANY MANUFACTURERS AND TRADERS TRUST COMPANY FARRAH T. WELSH 25 SOUTH CHARLES STREET, 11TH FL BALTIMORE, MD Tel: Fax: DALLAS FORT WORTH FACILITIES IMPROVEMENT CORP. BONDS 6.375% DUE 2035 $199,160,000 US_ACTIVE:\ \01\

30 Pg 30 of 92 NAME OF CREDITOR AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE NAME, TELEPHONE NUMBER AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE, OF EMPLOYEE, AGENT OR DEPARTMENT OF CREDITOR FAMILIAR WITH CLAIM NATURE OF CLAIM (Trade Debt, Bank Loan, Government Contract, etc.) AMOUNT OF CLAIM (IF SECURED ALSO STATE VALUE OF SECURITY) WILMINGTON TRUST WILMINGTON TRUST MICHAEL OLLER RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET WILMINGTON, DE Tel: Fax: AMR PUBLIC INCOME NOTES 7.875% DUE 2039 $150,000,000 MANUFACTURERS AND TRADERS TRUST COMPANY MANUFACTURERS AND TRADERS TRUST COMPANY FARRAH T. WELSH 25 SOUTH CHARLES STREET, 11TH FL BALTIMORE, MD Tel: Fax: DALLAS FORT WORTH FACILITIES IMPROVEMENT CORP. REFUNDING BONDS SERIES 5.50% DUE 2030 $131,735,000 MANUFACTURERS AND TRADERS TRUST COMPANY MANUFACTURERS AND TRADERS TRUST COMPANY FARRAH T. WELSH 25 SOUTH CHARLES STREET, 11TH FL BALTIMORE, MD Tel: Fax: DALLAS FORT WORTH FACILITIES IMPROVEMENT CORP. SERIES % DUE 2014 $126,240,000 LAW DEBENTURE TRUST COMPANY OF NEW YORK LAW DEBENTURE TRUST COMPANY OF NEW YORK GREGG WEISSMAN 400 MADISON AVENUE, 4TH FLOOR NEW YORK, NY Tel: Fax: PUERTO RICO PORTS AUTHORITY SPECIAL FACILITIES REVENUE BONDS, SERIES A 6.25% DUE 2026 $115,600,000 US_ACTIVE:\ \01\

31 Pg 31 of 92 NAME OF CREDITOR AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE NAME, TELEPHONE NUMBER AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE, OF EMPLOYEE, AGENT OR DEPARTMENT OF CREDITOR FAMILIAR WITH CLAIM NATURE OF CLAIM (Trade Debt, Bank Loan, Government Contract, etc.) AMOUNT OF CLAIM (IF SECURED ALSO STATE VALUE OF SECURITY) THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON DARRYL POMYKALA 1 WALL ST. NEW YORK, NY Tel: Fax: CHICAGO O HARE INTERNATIONAL AIRPORT SPECIAL FACILITY REVENUE REFUNDING BONDS, SERIES % DUE 2024 $108,675,000 MANUFACTURERS AND TRADERS TRUST COMPANY MANUFACTURERS AND TRADERS TRUST COMPANY FARRAH T. WELSH FWELSH@MTB.COM 25 SOUTH CHARLES STREET, 11TH FL BALTIMORE, MD Tel: Fax: DALLAS FORT WORTH FACILITIES IMPROVEMENT CORP. REFUNDING BONDS SERIES 2000 A % DUE 2029 $103,000,000 WILMINGTON TRUST WILMINGTON TRUST MICHAEL OLLER MIKEOLLER@WILMINGTONTRUST.COM RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET WILMINGTON, DE Tel: Fax: AMR DEBENTURES 9.00% DUE 2012 $75,759,000 US_ACTIVE:\ \01\

32 Pg 32 of 92 NAME OF CREDITOR AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE NAME, TELEPHONE NUMBER AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE, OF EMPLOYEE, AGENT OR DEPARTMENT OF CREDITOR FAMILIAR WITH CLAIM NATURE OF CLAIM (Trade Debt, Bank Loan, Government Contract, etc.) AMOUNT OF CLAIM (IF SECURED ALSO STATE VALUE OF SECURITY) MANUFACTURERS AND TRADERS TRUST COMPANY MANUFACTURERS AND TRADERS TRUST COMPANY FARRAH T. WELSH 25 SOUTH CHARLES STREET, 11TH FL BALTIMORE, MD Tel: Fax: DALLAS FORT WORTH FACILITIES IMPROVEMENT CORP. REFUNDING BONDS SERIES 2000 A2 9.00% DUE 2015 $65,000,000 THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON MARY MISELIS 101 BARCLAY STREET NEW YORK, NY Tel: Fax: AMR DEBENTURES 9.00% DUE 2016 $60,943,156 MANUFACTURERS AND TRADERS TRUST COMPANY MANUFACTURERS AND TRADERS TRUST COMPANY FARRAH T. WELSH 25 SOUTH CHARLES STREET, 11TH FL BALTIMORE, MD Tel: Fax: ALLIANCEAIRPORT AUTHORITY, INC. SPECIAL FACILITIES REVENUE REFUNDING BONDS, SERIES % DUE 2011 $49,525,000 LAW DEBENTURE TRUST COMPANY OF NEW YORK LAW DEBENTURE TRUST COMPANY OF NEW YORK GREGG WEISSMAN 400 MADISON AVENUE, 4TH FLOOR NEW YORK, NY Tel: Fax: PUERTO RICO PORTS AUTHORITY SPECIAL FACILITIES REVENUE BONDS, 1993 SERIES A 6.30% DUE 2023 $39,705,000 US_ACTIVE:\ \01\

33 Pg 33 of 92 NAME OF CREDITOR AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE NAME, TELEPHONE NUMBER AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE, OF EMPLOYEE, AGENT OR DEPARTMENT OF CREDITOR FAMILIAR WITH CLAIM NATURE OF CLAIM (Trade Debt, Bank Loan, Government Contract, etc.) AMOUNT OF CLAIM (IF SECURED ALSO STATE VALUE OF SECURITY) U.S. BANK, N.A. U.S. BANK, N.A. SUSAN MERKER 225 ASYLUM STREET, 23RD FL HARTFORD, CT Tel: Fax: PUERTO RICO INDUSTRIAL, MEDICAL, HIGHER EDUCATION AND ENVIRONMENTAL POLLUTION CONTROL FACILITIES FINANCING AUTHORITY, SERIES % DUE 2025 $36,160,000 WILMINGTON TRUST WILMINGTON TRUST MICHAEL OLLER RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET WILMINGTON, DE Tel: Fax: AMR DEBENTURES 10.00% DUE 2021 $32,162,000 HEWLETT PACKARD HEWLETT PACKARD MARGARET WHITMAN 3000 HANOVER ST. PALO ALTO, CA Tel: Fax: TRADE DEBT $30,862,960 MIAMI DADE COUNTY MIAMI DADE COUNTY COUNTY CHAIR 111 NW 1ST STREET, SUITE 220 MIAMI, FL Tel: Fax: CLAIMS ADMINISTRATION AGREEMENT $25,000,000 US_ACTIVE:\ \01\

34 Pg 34 of 92 NAME OF CREDITOR AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE NAME, TELEPHONE NUMBER AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE, OF EMPLOYEE, AGENT OR DEPARTMENT OF CREDITOR FAMILIAR WITH CLAIM NATURE OF CLAIM (Trade Debt, Bank Loan, Government Contract, etc.) AMOUNT OF CLAIM (IF SECURED ALSO STATE VALUE OF SECURITY) ROLLS-ROYCE INC ROLLS-ROYCE INC JAMES M. GUYETTE 1875 EXPLORER STREET, SUITE 200 RESTON, VA Tel: Fax: TRADE DEBT $27,000,000 THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON TAMMY BAUMGARTEN 525 WILLIAM PENN PLACE, 38TH FLOOR PITTSBURGH, PA Tel: NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY ECONOMIC DEVELOPMENT BONDS 7.10% DUE 2031 $17,855,000 THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON MARY MISELIS 101 BARCLAY STREET NEW YORK, NY Tel: Fax: AMR DEBENTURES 10.20% DUE 2020 $17,525,500 WILMINGTON TRUST WILMINGTON TRUST MICHAEL OLLER RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET WILMINGTON, DE Tel: Fax: AMR DEBENTURES 9.75% DUE 2021 $15,700,000 US_ACTIVE:\ \01\

35 Pg 35 of 92 NAME OF CREDITOR AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE NAME, TELEPHONE NUMBER AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE, OF EMPLOYEE, AGENT OR DEPARTMENT OF CREDITOR FAMILIAR WITH CLAIM NATURE OF CLAIM (Trade Debt, Bank Loan, Government Contract, etc.) AMOUNT OF CLAIM (IF SECURED ALSO STATE VALUE OF SECURITY) BOEING COMMERCIAL AIRLINES BOEING COMMERCIAL AIRLINES JIM ALBAUGH 100 NORTH RIVERSIDE CHICAGO, IL Tel: Fax: TRADE DEBT $15,305,751 THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON MARY MISELIS 101 BARCLAY STREET NEW YORK, NY Tel: Fax: AMR DEBENTURES 9.88% DUE 2020 $7,889,000 WILMINGTON TRUST WILMINGTON TRUST MICHAEL OLLER RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET WILMINGTON, DE Tel: Fax: AMR MEDIUM TERM NOTES, SERIES C 9.20% DUE 2012 $7,701,000 HONEYWELL HONEYWELL DAVID M. COTE 101 COLUMBIA ROAD, MAILSTOP M6/LM MORRISTOWN, NJ Tel: Fax: TRADE DEBT $7,678,974 US_ACTIVE:\ \01\

36 Pg 36 of 92 NAME OF CREDITOR AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE NAME, TELEPHONE NUMBER AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE, OF EMPLOYEE, AGENT OR DEPARTMENT OF CREDITOR FAMILIAR WITH CLAIM NATURE OF CLAIM (Trade Debt, Bank Loan, Government Contract, etc.) AMOUNT OF CLAIM (IF SECURED ALSO STATE VALUE OF SECURITY) DFW INTERNATIONAL AIRPORT DFW INTERNATIONAL AIRPORT JEFFREY P. FEGAN P O DRAWER DFW AIRPORT, TX Tel: Fax: TRADE DEBT $7,296,370 MANUFACTURERS AND TRADERS TRUST COMPANY MANUFACTURERS AND TRADERS TRUST COMPANY FARRAH T. WELSH FWELSH@MTB.COM 25 SOUTH CHARLES STREET, 11TH FL BALTIMORE, MD Tel: Fax: DALLAS FORT WORTH FACILITIES IMPROVEMENT CORP. SERIES % DUE 2036 $7,110,000 SKY CHEFS SKY CHEFS SONDRA LEHMAN 6200 LONGHORN RD IRVING, TEXAS Tel: Fax: TRADE DEBT $7,032,964 ALLEGIS GROUP SERVICE INCORPORATED ALLEGIS GROUP SERVICE INCORPORATED JIM DAVIS 7301 PARKWAY DRIVE HANOVER, MD Tel: Fax: TRADE DEBT $6,930,422 US_ACTIVE:\ \01\

37 Pg 37 of 92 NAME OF CREDITOR AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE NAME, TELEPHONE NUMBER AND COMPLETE MAILING ADDRESS, INCLUDING ZIP CODE, OF EMPLOYEE, AGENT OR DEPARTMENT OF CREDITOR FAMILIAR WITH CLAIM NATURE OF CLAIM (Trade Debt, Bank Loan, Government Contract, etc.) AMOUNT OF CLAIM (IF SECURED ALSO STATE VALUE OF SECURITY) CHROMALLOY CHROMALLOY ARMAND LAUZON 200 PARK AVE NEW YORK, NY Tel: Fax: TRADE DEBT $5,648,368 CITGO PETROLEUM CORPORATION CITGO PETROLEUM CORPORATION ALEJANDRO GRANADO 1293 ELDRIDGE PARKWAY HOUSTON, TEXAS Tel: Fax: TRADE DEBT $5,561,378 WILMINGTON TRUST WILMINGTON TRUST MICHAEL OLLER RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET WILMINGTON, DE Tel: Fax: AMR DEBENTURES 9.80% DUE 2021 $5,065,000 FLINT HILLS RESOURCES, LP FLINT HILLS RESOURCES, LP BRADLEY RAZOOK 1401 ELM STREET, 5TH FLOOR DALLAS, TX Tel: Fax: TRADE DEBT $4,318,839 US_ACTIVE:\ \01\