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8-K - AA MOR AUGUST 2012_PDF - AMERICAN AIRLINES INCaamoraugust20128k.pdf


Washington, D. C. 20549
_____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of earliest event
reported: September 27, 2012


American Airlines, Inc. _
(Exact name of registrant as specified in its charter)


Delaware 1-2691 13-1502798
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)


4333 Amon Carter Blvd. Fort Worth, Texas 76155
    (Address of principal executive offices)     (Zip Code)


(817) 963-1234
                 (Registrant's telephone number)


                 
         (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1



Item 7.01     Regulation FD Disclosure
 
As previously reported, on November 29, 2011, AMR Corporation (“AMR”) and certain of AMR's direct and indirect domestic subsidiaries, including American Airlines, Inc. (the “Company”) and AMR Eagle Holding Corporation (collectively, the “Debtors”), filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code, in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).

On September 27, 2012, the Debtors filed their monthly operating report for the month ended August 31, 2012 (the “Monthly Operating Report”) with the Bankruptcy Court. The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This current report (including the exhibit hereto or any information included therein) shall not be deemed an admission as to the materiality of any information required to be disclosed solely by reason of Regulation FD.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information with respect to the Debtors in this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Financial and Operating Data

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. No assurance can be given as to the value, if any, that may be ascribed to the Debtors' various prepetition liabilities and other securities. The Company cannot predict what the ultimate value of any of its securities may be or whether holders of any such securities will receive any distribution in the Debtors' reorganization.  Accordingly, the Debtors urge that caution be exercised with respect to existing and future investments in any of these securities or other Debtor claims. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Office of the United States Trustee of the Southern District of New York and the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws and regulations and is subject to future adjustment and reconciliation. Therefore, the Monthly Operating Report does not necessarily contain all information required in filings pursuant to the Exchange Act, or may present such information differently from such requirements. There can be no assurance that, from the perspective of an investor or potential investor in the Debtors' securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company's reports pursuant to the Exchange Act, and such information might not be indicative of the Company's financial condition or operating results for the period that would be reflected in the Company's financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statement Regarding Forward-Looking Statements

This current report on Form 8-K and the exhibit hereto contain forward-looking statements. Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to, the impact of the Debtors' bankruptcy filings, the Company's ability to refinance, extend or repay its near and intermediate term debt, the Company's substantial level of indebtedness and interest rates, the potential impact of volatile and rising fuel prices and impairments. Readers are referred to the documents filed by the Company with the Securities and Exchange Commission, which further identify the important risk factors that could cause actual results to differ materially from the forward-looking statements in this current report on Form 8-K and the exhibit hereto. The Company disclaims any obligations to update any forward-looking statements.





2



Item 9.01      Financial Statements and Exhibits

Exhibit Number                 Description

99.1
Monthly Operating Report for the month ended August 31, 2012, filed with the United States Bankruptcy Court for the Southern District of New York.

 
 

3




SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    American Airlines, Inc.


                                
/s/ Kenneth W. Wimberly
Kenneth W. Wimberly
Corporate Secretary



Dated: September 27, 2012


 
 

4




 
 
EXHIBIT INDEX
 
Exhibit
 
99.1
Description
 
Monthly Operating Report for the month ended August 31, 2012, filed with the United States Bankruptcy Court for the Southern District of New York.




 


5





UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

Chapter 11

In re:                                    Case No. 11-15463-SHL          
AMR Corporation, et al.                         (jointly administered)
Debtors

MONTHLY OPERATING REPORT
FOR THE MONTH ENDED AUGUST 31, 2012



DEBTORS' ADDRESS:
AMR Corporation
4333 Amon Carter Blvd.
Fort Worth, Texas 76155

DEBTORS' ATTORNEYS:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153



DISBURSEMENTS (IN THOUSANDS):                            $ 2,859,976
FOR THE MONTH ENDED AUGUST 31, 2012

CONSOLIDATED NET INCOME (IN MILLIONS):                        $ (82)
FOR THE MONTH ENDED AUGUST 31, 2012






REPORT PREPARER:    AMR CORPORATION

The undersigned, having reviewed the attached report and being familiar with the Debtors' financial affairs, verifies under penalty of perjury, that the information contained therein is complete, accurate, and truthful to the best of my knowledge.

 


/s/ Isabella D. Goren     
Isabella D. Goren
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)





6




AMR CORPORATION

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES







AMR CORPORATION, ET AL.
DEBTORS AND DEBTORS IN POSSESSION
CONDENSED CONSOLIDATED BALANCE SHEET
AUGUST 31, 2012
(Unaudited) (In millions)

    


                        
Assets
 
Current Assets
 
  Cash
$
450

  Short-term investments
3,852

  Restricted cash and short-term investments
846

  Receivables, net
1,054

  Inventories, net
580

  Fuel derivative contracts
125

  Other current assets
484

    Total current assets
7,391

 
 
Equipment and Property
 
  Flight equipment, net
10,530

  Other equipment and property, net
2,067

  Purchase deposits for flight equipment
765

 
13,362

 
 
Equipment and Property Under Capital Leases
 
  Flight equipment, net
239

  Other equipment and property, net
64

 
303

 
 
International slots and route authorities
708

Domestic slots and airport operating and gate lease rights, less accumulated amortization, net
169

Other assets
2,140

 
$
24,073

The accompanying notes are an integral part of these financial statements.

















3

AMR CORPORATION, ET AL.
DEBTORS AND DEBTORS IN POSSESSION
CONDENSED CONSOLIDATED BALANCE SHEET
AUGUST 31, 2012
(Unaudited) (In millions)

    

Liabilities and Stockholders' Equity (Deficit)
 
Current Liabilities
 
  Accounts payable
$
1,230

  Accrued liabilities
1,871

  Air traffic liability
4,650

  Current maturities of long-term debt
1,515

  Current obligations under capital leases
39

    Total current liabilities
9,305

 
 
Long-term debt, less current maturities
6,173

Obligations under capital leases, less current obligations
395

Pension and postretirement benefits
77

Other liabilities, deferred gains and deferred credits
1,665

 
 
Liabilities Subject to Compromise (Note 2)
15,223

 
 
Stockholders' Equity (Deficit)
 
  Preferred stock

  Common stock
341

  Additional paid-in capital
4,476

  Treasury stock
(367
)
  Accumulated other comprehensive income (loss)
(3,781
)
  Accumulated deficit
(9,434
)
 
(8,765
)
 
$
24,073

The accompanying notes are an integral part of these financial statements.


4

AMR CORPORATION, ET AL.
DEBTORS AND DEBTORS IN POSSESSION
CONSOLIDATED STATEMENT OF OPERATIONS
MONTH ENDED AUGUST 31, 2012
(Unaudited) (In millions, except per share amounts)    



Revenues
 
    Passenger - American Airlines
$
1,663

                      - Regional Affiliates
262

    Cargo
52

    Other revenues
214

      Total operating revenues
2,191

 
 
Expenses
 
  Aircraft fuel
735

  Wages, salaries and benefits
597

  Other rentals and landing fees
112

  Maintenance, materials and repairs
124

  Depreciation and amortization
88

  Commissions, booking fees and credit card expense
90

  Aircraft rentals
46

  Food service
47

  Special charges
51

  Other operating expenses
246

    Total operating expenses
2,136

 
 
Operating Income
55

 
 
Other Income (Expense)
 
  Interest income
2

  Interest expense
(53
)
  Interest capitalized
4

  Miscellaneous - net
(4
)
 
(51
)
 
 
Income Before Reorganization Items
4

 
 
Reorganization Items, Net (Note 2)
(86
)
 
 
Income (Loss) Before Income Taxes
(82
)
Income tax

Net Income (Loss)
$
(82
)
 
 
 
 
Earnings (Loss) Per Share
 
Basic
$
(0.24
)
 
 
Diluted
$
(0.24
)
 
 
Weighted Average Shares Used in Computation
 
Basic
335,292,238

 
 
Diluted
335,292,238

The accompanying notes are an integral part of these financial statements.

5

AMR CORPORATION, ET AL.
DEBTORS AND DEBTORS IN POSSESSION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
MONTH ENDED AUGUST 31, 2012
(Unaudited) (In millions)    



Net Cash Provided by (used for) Operating Activities
$
(304
)
 
 
Cash Flow from Investing Activities:
 
  Capital expenditures, including aircraft lease deposits
(155
)
  Disposal of equipment and property
2

  Net (increase) decrease in short-term investments
542

        Net cash used for investing activities
389

 
 
Cash Flow from Financing Activities:
 
  Payments on long-term debt and capital lease obligations
(161
)
  Proceeds from:
 
    Sale leaseback transactions
82

        Net cash provided by financing activities
(79
)
 
 
Net increase (decrease) in cash
6

Cash at beginning of period
444

 
 
Cash at end of period
$
450

The accompanying notes are an integral part of these financial statements.


6

AMR CORPORATION, ET AL.
DEBTORS AND DEBTORS IN POSSESSION
Notes to Condensed Consolidated Financial Statements
(Unaudited)






1.Summary of Accounting Policies

Basis of Presentation

On November 29, 2011 (the “Petition Date”), AMR Corporation (the “Company”) and certain of the Company's direct and indirect domestic subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”), in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption “In re AMR Corporation, et al, Case No. 11-15463-SHL.”

The Company and the other Debtors are operating as “debtors in possession” under the jurisdiction of the Bankruptcy Court and the applicable provisions of the Bankruptcy Code. In general, as debtors in possession under the Bankruptcy Code, we are authorized to continue to operate as an ongoing business but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. The Bankruptcy Code enables the Company to continue to operate its business without interruption, and the Bankruptcy Court has granted additional relief covering, among other things, obligations to (i) employees, (ii) taxing authorities, (iii) insurance providers, (iv) independent contractors for improvement projects, (v) foreign vendors, (vi) other airlines pursuant to certain interline agreements, and (vii) certain vendors deemed critical to the Debtors' operations.
While operating as debtors in possession under Chapter 11 of the Bankruptcy Code, the Debtors may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or otherwise as permitted in the ordinary course of business. The Debtors have not yet prepared or filed with the Bankruptcy Court a plan of reorganization. On July 19, 2012, the Bankruptcy Court entered an order pursuant to Section 1121(d) of the Bankruptcy Code further extending the exclusivity periods during which only the Debtors have the right to file a plan of reorganization and solicit and obtain acceptances of such plan. The date until which the Debtors have to file a plan of reorganization has been extended through and including December 28, 2012. If the Debtors file a plan of reorganization on or prior to such date, the Debtors have an exclusive period to solicit and obtain acceptances for such plan through and including February 28, 2013. These extensions are without prejudice to the Debtors' right to seek further extensions of such exclusivity periods. The ultimate plan of reorganization, which would be subject to acceptance by the requisite majorities of empowered creditors under the Bankruptcy Code and approval by the Bankruptcy Court, could materially change the amounts and classifications in the Condensed Consolidated Financial Statements.

This Monthly Operating Report (“MOR”) was prepared on a consolidated basis for the Company and its direct and indirect subsidiaries, including the subsidiary Debtors and other subsidiaries that did not file voluntary petitions for relief under Chapter 11. This MOR is unaudited, is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements for Chapter 11 debtors as required by the Office of the United States Trustee for the Southern District of New York (the “U.S. Trustee”) and the Bankruptcy Court. This MOR does not include all the information and footnotes required by generally accepted accounting principles (“GAAP”) for complete financial statements. Therefore, there can be no assurance that the consolidated financial information presented herein is complete and readers are strongly cautioned not to place undue reliance on this MOR. This MOR should be read in conjunction with the Debtors' previously filed MORs and the financial statements and accompanying notes in the Company's annual and quarterly reports that are filed with the United States Securities and Exchange Commission (the “SEC”).

In accordance with GAAP, the Debtors have applied ASC 852 “Reorganizations” (“ASC 852”) in preparing the Condensed Consolidated Financial Statements. ASC 852 requires that the financial statements, for periods subsequent to the Chapter 11 Cases, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain revenues, expenses (including professional fees), realized gains and losses and provisions for losses that are realized or incurred in the Chapter 11 Cases are recorded in reorganization items, net on the accompanying Consolidated Statement of Operations. In addition, prepetition obligations that may be impacted by the Chapter 11 reorganization process have been classified on the Condensed Consolidated Balance Sheet in liabilities subject to compromise. These liabilities are reported at the amounts expected to be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts (see Note 2).


7

AMR CORPORATION, ET AL.
DEBTORS AND DEBTORS IN POSSESSION
Notes to Condensed Consolidated Financial Statements
(Unaudited)





The Debtors have also prepared these unaudited Condensed Consolidated Financial Statements on a going concern basis, which contemplates continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business. Accordingly, the Debtors' Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Debtors be unable to continue as a going concern.

The accompanying Condensed Consolidated Financial Statements do not purport to reflect or provide for the consequences of the Chapter 11 Cases, other than as set forth under “liabilities subject to compromise” on the accompanying Condensed Consolidated Balance Sheet and “income (loss) before reorganization items” and “reorganization items, net” on the accompanying Consolidated Statement of Operations (see Note 2). In particular, the financial statements do not purport to show (1) as to assets, their realizable value on a liquidation basis or their availability to satisfy liabilities; (2) as to prepetition liabilities, the amounts that may be allowed for claims or contingencies, or the status and priority thereof; (3) as to shareowners' equity accounts, the effect of any changes that may be made to the Debtors' capitalization; or (4) as to operations, the effect of any changes that may be made to the Debtors' business.

Results of operations for the periods presented herein are not necessarily indicative of results of operations for the entire year. The Condensed Consolidated Financial Statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries (both Debtor and non-Debtor), including (i) its principal subsidiary American Airlines, Inc. (“American”) and (ii) its regional airline subsidiary, AMR Eagle Holding Corporation and its primary subsidiaries, American Eagle Airlines, Inc. and Executive Airlines, Inc. (collectively, “AMR Eagle”). The Condensed Consolidated Financial Statements also include the accounts of variable interest entities for which the Company is the primary beneficiary. For further information, refer to the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K filed with the SEC on February 15, 2012 (“2011 Form 10-K”), including the Summary of Significant Accounting Policies which appears as Note 2 in the 2011 Form 10-K.

No assurance can be given as to the value, if any, that may be ascribed to the Debtors' various prepetition liabilities and other securities. The Company cannot predict what the ultimate value of any of its securities may be or whether holders of any such securities will receive any distribution in the Debtors' reorganization.  However, it is likely that the Company's common stock will have little or no value at the time of the Company's emergence from bankruptcy, and the common stock could be canceled entirely upon the approval of the Bankruptcy Court.  In the event of such cancellation, amounts invested in the Company's common stock will not be recoverable.  Accordingly, the Debtors urge that caution be exercised with respect to existing and future investments in any of these securities (including the Company's common stock) or other Debtor claims.  Trading in the Company's common stock and certain debt securities on the New York Stock Exchange (“NYSE”) was suspended on January 5, 2012, and the Company's common stock and such debt securities were delisted by the SEC from the NYSE on January 30, 2012.  On January 5, 2012, the Company's common stock began trading under the symbol “AAMRQ” on the OTCQB marketplace, operated by OTC Markets Group (www.otcmarkets.com).

Additional information about the Chapter 11 Cases is available on the Internet at aa.com/restructuring. Court filings and claims information are available at amrcaseinfo.com.


2.Chapter 11 Proceedings and Reorganization Update for the Reporting Period

General Information

Notices to Creditors; Effect of Automatic Stay. The Debtors have notified all known current or potential creditors that the Chapter 11 Cases were filed. Subject to certain exceptions under the Bankruptcy Code, the filing of the Chapter 11 Cases automatically enjoined, or stayed, the continuation of most judicial or administrative proceedings or filing of other actions against the Debtors or their property to recover on, collect or secure a claim arising prior to the Petition Date. Thus, for example, most creditor actions to obtain possession of property from the Debtors, or to create, perfect or enforce any lien against the property of the Debtors, or to collect on monies owed or otherwise exercise rights or remedies with respect to a prepetition claim, are enjoined unless and until the Bankruptcy Court lifts the automatic stay as to any such claim. Vendors are being paid for goods furnished and services provided after the Petition Date in the ordinary course of business.

8

AMR CORPORATION, ET AL.
DEBTORS AND DEBTORS IN POSSESSION
Notes to Condensed Consolidated Financial Statements
(Unaudited)






Appointment of Creditors' Committee. On December 5, 2011, the U.S. Trustee appointed a statutory official committee of unsecured creditors (the “Creditors' Committee”) for the Chapter 11 Cases.
Appointment of Retiree Committee. On March 23, 2012, the Bankruptcy Court entered a Stipulation and Order providing for the appointment of a committee of retired independent and unionized AMR employees (the “Retiree Committee”). On April 20, 2012, the U.S. Trustee recommended the appointment of five persons to the Retiree Committee: two non-union retirees and one representative from each of the Association of Professional Flight Attendants (“APFA”), Transportation Workers Union (“TWU”) and Allied Pilots Association (“APA”). On May 3, 2012, the Bankruptcy Court appointed the authorized individuals to the Retiree Committee from the respective employee groups.

Rejection of Executory Contracts. Under Section 365 and other relevant sections of the Bankruptcy Code, the Debtors may assume, assume and assign, or reject certain executory contracts and unexpired leases, including, without limitation, agreements relating to aircraft and aircraft engines (collectively, "Aircraft Property") and leases of real property, subject to the approval of the Bankruptcy Court and certain other conditions.  The Debtors' rights to assume, assume and assign, or reject unexpired leases of non-residential real estate had been extended by order of the Bankruptcy Court through June 26, 2012.  On June 20, 2012, the Bankruptcy Court entered orders granting the Debtors' motions to assume 463 unexpired leases of non-residential real property.  On June 21, 2012 the Bankruptcy Court entered an order extending, by the Debtors' agreement with certain landlords, the date by which the Debtors must assume or reject an additional 88 unexpired leases of non-residential real property.  On July 19, 2012, the Bankruptcy Court entered orders granting the Debtors' motion to assume nine unexpired leases of non-residential real property.  On July 24, 2012 the Bankruptcy Court entered an order further extending, by the Debtors' agreement with certain landlords, the date by which the Debtors must assume or reject 19 unexpired leases of non-residential real property. On August 8, 2012, the Bankruptcy Court entered orders granting the Debtors' motion to assume one unexpired lease of non-residential real property and extending the date by which the Debtors must assume or reject 15 unexpired leases of non-residential real property. On August 22, 2012, the Bankruptcy Court entered orders granting the Debtors' motion to assume three unexpired leases of non-residential real property and extending the date by which the Debtors must assume or reject 12 unexpired leases of non-residential real property. 

In general, rejection of an executory contract or unexpired lease is treated as a prepetition breach of the executory contract or unexpired lease in question and, subject to certain exceptions, relieves the Debtors from performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a prepetition general unsecured claim for damages caused by such deemed breach. Counterparties to such rejected contracts or leases have the right to file claims against the Debtors' estate for such damages. Generally, the assumption of an executory contract or unexpired lease requires the Debtors to cure existing defaults under such executory contract or unexpired lease.
Any description of an executory contract or unexpired lease elsewhere in this report or reflected in these Notes, including where applicable the Debtors' express termination rights or a quantification of their obligations, must be read in conjunction with, and is qualified by, any rights the Debtors or counterparties have under Section 365 of the Bankruptcy Code.
The Debtors expect that liabilities subject to compromise and resolution in the Chapter 11 Cases will arise in the future as a result of damage claims created by the Debtors' rejection of various executory contracts and unexpired leases. Due to the uncertain nature of many of the potential rejection claims, the magnitude of such claims is not reasonably estimable at this time. Such claims may be material (see “Liabilities Subject to Compromise” below).
Special Protection Applicable to Leases and Secured Financing of Aircraft and Aircraft Equipment. Notwithstanding the general discussion above of the impact of the automatic stay, under Section 1110 of the Bankruptcy Code (“Section 1110”), beginning 60 days after filing a petition under Chapter 11, certain secured parties, lessors and conditional sales vendors may have a right to take possession of certain qualifying Aircraft Property that is leased or subject to a security interest or conditional sale contract, unless the Debtors, subject to approval by the Bankruptcy Court, agree to perform under the applicable agreement, and cure any defaults as provided in Section 1110 (other than defaults of a kind specified in Section 365(b)(2) of the Bankruptcy Code). Taking such action does not preclude the Debtors from later rejecting

9

AMR CORPORATION, ET AL.
DEBTORS AND DEBTORS IN POSSESSION
Notes to Condensed Consolidated Financial Statements
(Unaudited)





the applicable lease or abandoning the Aircraft Property subject to the related security agreement, or from later seeking to renegotiate the terms of the related financing.
The Debtors may extend the 60-day period by agreement of the relevant financing party, with Bankruptcy Court approval. In the absence of an agreement and cure as described above or such an extension, the financing party may take possession of the Aircraft Property and enforce its contractual rights or remedies to sell, lease or otherwise retain or dispose of such equipment.

The 60-day period under Section 1110 in the Chapter 11 Cases expired on January 27, 2012. In accordance with the Bankruptcy Court's Order Authorizing the Debtors to (i) Enter into Agreements Under Section 1110 (a) of the Bankruptcy Code, (ii) Enter into Stipulations to Extend the Time to Comply with Section 1110 of the Bankruptcy Code and (iii) File Redacted Section 1110(b) Stipulations, dated December 23, 2011, the Debtors have entered into agreements to extend the automatic stay or agreed to perform and cure defaults under financing agreements with respect to certain aircraft in their fleet and other Aircraft Property. With respect to certain Aircraft Property, the Debtors have reached agreements on, or agreements on key aspects of, renegotiated terms of the related financings, and the Debtors are continuing to negotiate terms with respect to many of their other Aircraft Property financings. The ultimate outcome of these negotiations cannot be predicted with certainty. To the extent the Debtors are unable to reach definitive agreements with Aircraft Property financing parties, those parties may seek to repossess the subject Aircraft Property. The loss of a significant number of aircraft could result in a material adverse effect on the Debtors' financial and operating performance.

In accordance with Section 1110 of the Bankruptcy Code, as of August 31, 2012, the Company had (i) rejected 40 leases relating to 21 MD-80 aircraft, four Fokker 100 aircraft, seven Boeing 757-200 aircraft and eight spare engines; (ii) relinquished one Airbus A300-600R aircraft that was subject to a mortgage; (iii) made elections under Section 1110(a) of the Bankruptcy Code to retain 340 aircraft and 87 spare engines, including Boeing 737-800, Boeing 757-200, Boeing 767-300ER, Boeing 777-200ER, Bombardier CRJ-700, and McDonnell Douglas MD-80 aircraft, on the terms provided in the related financing documents; and (iv) reached agreement on revised economic terms of the financings of 155 aircraft, comprising 83 MD-80 aircraft, nine Boeing 737-800 aircraft, 36 Boeing 757-200 aircraft, 11 Boeing 767-200ER aircraft, 13 Boeing 767-300ER aircraft, and 3 Boeing 777-200 aircraft (which agreements are subject to reaching agreement on definitive documentation). In addition, the Company reached an agreement with the lessor to modify the leases of 39 Super ATR aircraft. As of August 31, 2012, 25 of the Super ATR aircraft had been returned to the lessor as allowed under the modified agreement. The remaining 14 Super ATR aircraft are expected to be returned to the lessor during the remainder of 2012 and 2013. Lastly, the Company reached an agreement with the lender with respect to 18 Embraer RJ-135 aircraft pursuant to which the Company surrendered on June 22 such aircraft to the lender, and the lender agreed that the Company would have no further obligations under the related mortgage documents.
Magnitude of Potential Claims. On February 27, 2012, the Debtors filed with the Bankruptcy Court schedules and statements of financial affairs setting forth, among other things, the assets and liabilities of the Debtors, subject to the assumptions filed in connection therewith. All of the schedules are subject to further amendment or modification.

Bankruptcy Rule 3003(c)(3) requires the Bankruptcy Court to fix the time within which proofs of claim must be filed in a Chapter 11 case pursuant to Section 501 of the Bankruptcy Code. This Bankruptcy Rule also provides that any creditor who asserts a claim against the Debtors that arose prior to the Petition Date and whose claim (i) is not listed on the Debtors' schedules or (ii) is listed on the schedules as disputed, contingent, or unliquidated, must file a proof of claim. On May 4, 2012, the Bankruptcy Court entered an order that established July 16, 2012 at 5:00 p.m. (Eastern Time) as the deadline to file proofs of claim against any Debtor. More information regarding the filing of proofs of claim can be obtained at www.amrcaseinfo.com.
The Company is currently reviewing the filed claims, through which we expect to identify many that we believe should be disallowed by the Bankruptcy Court because they are duplicative, are without merit, are overstated or for other reasons. We expect there may be additional and amended claims filed in the future, including claims arising from the rejection of executory contracts and/or unexpired leases and claims amended to assign values to claims originally filed with no designated value.


10

AMR CORPORATION, ET AL.
DEBTORS AND DEBTORS IN POSSESSION
Notes to Condensed Consolidated Financial Statements
(Unaudited)





Differences between amounts scheduled by the Debtors and claims by creditors will be investigated and resolved in connection with the claims resolution process. In light of the expected number of creditors, the claims resolution process may take considerable time to complete. Accordingly, the ultimate number and amount of allowed claims is not presently known, nor can the ultimate recovery with respect to allowed claims be presently ascertained.
Collective Bargaining Agreements. The Bankruptcy Code provides a process for the modification and/or rejection of collective bargaining agreements (“CBAs”). In particular, Section 1113(c) of the Bankruptcy Code permits a debtor to reject its CBAs if the debtor satisfies a number of statutorily prescribed substantive and procedural prerequisites and obtains the Bankruptcy Court's approval to reject the CBAs. The Section 1113(c) process requires that a debtor must make proposals to its unions to modify existing CBAs based on the most complete and reliable information available at the time the proposals are made. The proposed modifications must be necessary to permit the reorganization of the debtor and must assure that all the affected parties are treated fairly and equitably. The debtor must provide the unions with all information necessary to evaluate the proposals, and meet at reasonable times and confer in good faith with the unions in an effort to reach mutually agreeable modifications to the CBAs. American commenced the Section 1113(c) process with its unions (APA, APFA and TWU) on February 1, 2012, and has been negotiating in good faith with the unions for consensual agreements that achieve the necessary level of labor cost savings. Because consensual agreements had not been reached, and given American's need to restructure its labor costs expeditiously, the Debtors filed a motion with the Bankruptcy Court on March 27, 2012 requesting approval to reject the CBAs. Rejection of the CBAs is appropriate if the Bankruptcy Court finds the Debtors' proposals are necessary for their reorganization, are fair and equitable, and that the unions refused to agree to the proposals without good cause. 
The Court hearing on the Debtors' request to reject the CBAs began on April 23, 2012 with the presentation of the Debtors' case and concluded the week of May 21, 2012.   Since the filing of its request to reject its CBAs, American and the unions continued to negotiate in good faith toward consensual agreements. These negotiations resulted in ratified agreements with all seven TWU-represented groups (Fleet Service Clerks, Dispatchers, Ground School Instructors, Maintenance Control Technicians, Simulator Technicians, Mechanics and Related (M&R), and Stores), all of which have been approved by the Bankruptcy Court. On July 20, 2012, APFA sent American's proposed Last Best and Final Offer (LBFO) to its membership for a ratification vote, and on August 19, 2012 APFA announced the LBFO was ratified by the membership.  This new agreement was approved by the Bankruptcy Court on September 12, 2012. Having secured Court approval of the APFA and all seven TWU agreements, American has begun implementing the terms of those new agreements.
On June 27, 2012, the APA Board of Directors voted in favor of sending a tentative agreement it reached with American to its membership for a ratification vote; however, APA announced on August 8, 2012 that its membership did not ratify that agreement.  Subsequently, on August 15, 2012, the Bankruptcy Court issued its decision on the Debtors' request to reject its pilot CBA.  The Bankruptcy Court denied the request, but found that all but two of the numerous 1113 term sheet proposals met all of the standards for contract rejection.  The Bankruptcy Court invited the Debtors to modify the two proposals and renew its motion.  A renewed 1113 motion was filed on August 17, 2012, and a hearing was held on September 4, 2012. On that date, the Bankruptcy Court rendered a decision granting the motion. In accordance with the Bankruptcy Court's ruling, American began implementing terms and conditions of employment for pilots that the Bankruptcy Court determined were fair and necessary for Debtors' successful restructuring. American will implement necessary changes over time, and will continue to negotiate in good faith with the APA toward a new pilot agreement.
AMR Eagle commenced the Section 1113(c) process with its unions on March 21, 2012.  On July 20, AMR Eagle and the TWU reached a tentative agreement with the Mechanics and Related and Fleet Service Clerks groups. On August 24, 2012, the TWU announced that the Fleet Service Clerks group ratified its tentative agreement and that the Mechanics and Related group did not ratify its tentative agreement.  Because consensual agreements had not been reached with the TWU represented Mechanics, Ground School Instructors and Dispatchers, AMR Eagle filed a motion with the Bankruptcy Court on September 7, 2012 requesting approval to reject those CBAs. A hearing date on the motion has been scheduled for October 23, 2012. AMR Eagle continues to negotiate in good faith with the TWU with respect to each of those work groups. On July 27, 2012, AMR Eagle reached a tentative agreement with the Association of Flight Attendants, and the tentative agreement was ratified by the flight attendants on September 7, 2012. On August 8, 2012, AMR Eagle reached an agreement-in-principle with the Air Line Pilots Association.  The ALPA Master Executive Council accepted the terms of the agreement-in principle on September 12, 2012 and the tentative agreement will be

11

AMR CORPORATION, ET AL.
DEBTORS AND DEBTORS IN POSSESSION
Notes to Condensed Consolidated Financial Statements
(Unaudited)





sent to the pilots for a ratification vote. AMR Eagle anticipates learning the vote result on October 8, 2012. The ultimate resolution of AMR Eagle's union agreements (other than the AFA and TWU Fleet agreements) cannot be determined at this time.
Availability and Utilization of Net Operating Losses. The availability and utilization of net operating losses (and utilization of alternative minimum tax credits) after the Debtors' emergence from Chapter 11 is uncertain at this time and will be highly influenced by the composition of the plan of reorganization that is ultimately pursued. On January 27, 2012, the Bankruptcy Court entered a Final Order Establishing Notification Procedures for Substantial Claimholders and Equityholders and Approving Restrictions on Certain Transfers of Interests in the Debtors' Estates, which restricts trading in the Company's common stock and claims. The order is intended to prevent certain transfers of the Company's common stock and certain transfers of claims against the Debtors that could impair the ability of one or more of the Debtors' estates to use their net operating loss carryovers and certain other tax attributes currently or on a reorganized basis. Any acquisition, disposition, or other transfer of equity or claims on or after November 29, 2011 in violation of the restrictions set forth in the order will be null and void ab initio and/or subject to sanctions as an act in violation of the automatic stay under Sections 105(a) and 362 of the Bankruptcy Code. The order applies to (i) “Substantial Equityholders,” i.e., persons who are, or as a result of a transaction would become, the beneficial owner of approximately 4.5 percent of the outstanding shares of the Company's common stock and (ii) “Substantial Claimholders,” i.e., persons who are, or as a result of a transaction become, the beneficial owner of unsecured claims in excess of a threshold amount of unsecured claims (initially $190 million of unsecured claims, but which may be subsequently increased or decreased under certain circumstances in connection with the Debtors' filing of a Chapter 11 plan). In the case of Substantial Equityholders, the order imposes current restrictions with respect to the acquisition or disposition of the Company's stock, and certain notifications may be required. In the case of Substantial Claimholders, the order imposes a procedure pursuant to which, under certain circumstances, the claims acquired during the Chapter 11 cases may have to be resold, and certain notifications may be required.

Liabilities Subject to Compromise

The following table summarizes the components of liabilities subject to compromise included on the Consolidated Balance Sheet as of August 31, 2012:
(in millions)
 
Debt and accrued interest
$
2,289

Aircraft lease and facility bond related obligations
2,994

Pension and postretirement benefits
9,502

Accounts payable and other accrued liabilities
438

Total liabilities subject to compromise
$
15,223


Liabilities subject to compromise refers to prepetition obligations which may be impacted by the Chapter 11 reorganization process. These amounts represent the Debtors' current estimate of known or potential prepetition obligations to be resolved in connection with the Chapter 11 Cases.

In accordance with ASC 852, substantially all of the Company's unsecured debt has been classified as liabilities subject to compromise. Additionally, certain of the Company's undersecured debt instruments have also been classified as liabilities subject to compromise.

Differences between liabilities the Debtors have estimated and the claims filed, or to be filed, will be investigated and resolved in connection with the claims resolution process. The Company will continue to evaluate these liabilities throughout the Chapter 11 Cases and adjust amounts as necessary. Such adjustments may be material. In light of the expected number of creditors, the claims resolution process may take considerable time to complete. Accordingly, the ultimate number and amount of allowed claims is not presently known.





12

AMR CORPORATION, ET AL.
DEBTORS AND DEBTORS IN POSSESSION
Notes to Condensed Consolidated Financial Statements
(Unaudited)





Reorganization Items, net
Reorganization items refer to revenues, expenses (including professional fees), realized gains and losses and provisions for losses that are realized or incurred in the Chapter 11 Cases. The following table summarizes the components included in reorganization items, net on the Consolidated Statement of Operations for the month ended August 31, 2012:
(in millions)
 
Aircraft and facility financing renegotiations and rejections (1) (2)
$
56

Professional fees
18

Other
12

Total reorganization items, net
$
86


(1)
The Debtors record an estimated claim associated with the rejection of an executory contract or unexpired lease when it files a motion with the Bankruptcy Court to reject such contract or lease and believes that it is probable the motion will be approved and there is sufficient information to estimate the claim. The Debtors record an estimated claim associated with the renegotiation of an executory contract or unexpired lease when the renegotiated terms of such contract or lease are not opposed or are otherwise approved by the Bankruptcy Court and there is sufficient information to estimate the claim.

(2)
Primarily related to final claims approved by the Bankruptcy Court associated with three aircraft purchased from the lessor and the finalization of term sheets for previously modified leases of certain aircraft. See above, “Special Protection Applicable to Leases and Secured Financing of Aircraft and Aircraft Equipment,” for further information.
   
Claims related to reorganization items are reflected in liabilities subject to compromise on the Condensed Consolidated Balance Sheet as of August 31, 2012.

Interest Expense
In accordance with ASC 852, the Debtors record interest expense only to the extent (1) interest will be paid during the Chapter 11 Cases or (2) it is probable that the Bankruptcy Court will allow a claim in respect of such interest. Interest expense recorded on the Consolidated Statements of Operations totaled $53 million for the month ended August 31, 2012. Contractual interest expense (including interest expense that is associated with obligations in liabilities subject to compromise) during this period totaled $60 million.

Insurance
Premiums to date for all insurance policies, including workers' compensation and disability insurance, have been paid in accordance with each respective policy's payment terms. No payments are past due.

Restricted Cash and Short-term Investments
The Company has restricted cash and short-term investments related primarily to collateral held to support projected workers' compensation obligations and funds held for certain tax obligations.

Retirement Benefit Plans
On March 7, 2012, the Company announced that, in working with Creditors' Committee and the Pension Benefit Guarantee Corporation ("PBGC"), it developed a solution that would allow the Company to pursue a freeze of its defined benefit pension plans for non-pilot employees instead of seeking termination. On September 14, 2012, the Company sent formal legal notice to all defined benefit plan participants and beneficiaries announcing that it was in fact freezing each of the defined benefit pension plans effective November 1, 2012. For eligible non-pilot employees, a replacement benefit will begin under the $uper $aver 401(k) Plan starting November 1, 2012, with the Company matching employee contributions up to 5.5 percent of eligible earnings.

The Company also announced its plans to terminate the Pilot B Plan, a defined contribution plan, on November 30, 2012. The Company continues to work with the APA, PBGC, and U. S. Treasury Department to develop a solution to certain structural aspects of the Pilot A Plan, a defined benefit plan, that would preclude the need to seek a termination

13

AMR CORPORATION, ET AL.
DEBTORS AND DEBTORS IN POSSESSION
Notes to Condensed Consolidated Financial Statements
(Unaudited)





of that Plan. As the Company does not yet have a consensual agreement with the APA, details concerning a replacement retirement benefit for pilots are not known at this time.

In the third quarter of 2012, the Company also announced its plans to modify its subsidized retiree medical coverage on November 1, 2012. In particular, those who initiate retiree medical coverage on or after November 1, 2012 will go into a new retiree medical program. For those who retire under age 65, two medical options will be available, but the Company will not be subsidizing them. Those who retire at age 65 and over may purchase a guaranteed-issue Medicare supplement plan. Flight attendants and TWU-represented employees will receive a refund of their prefunding contributions within 120 days.

On August 15, 2012, the Company filed a proceeding in the Bankruptcy Court seeking a determination on the issue of vesting for former employees who retired and initiated retiree medical coverage before November 1, 2012. On September 20, 2012, the Company opened negotiations with the Retiree Committee, seeking a consensual agreement to terminate subsidized retiree medical coverage for former employees who retired and initiated retiree medical coverage before November 1, 2012.



14

AMR CORPORATION, ET AL.                                 Schedule 1
DEBTORS AND DEBTORS IN POSSESSION
CONDENSED CONSOLIDATING BALANCE SHEET    
AUGUST 31, 2012                            
(Unaudited) (In millions)    




 
Debtors
Non-Debtors
Eliminations & Adjustments
Consolidated
Assets
 
 
 
 
Current Assets


 
 
 
  Cash
$
447

$
3

$

$
450

  Short-term investments
3,849

3


3,852

  Restricted cash and short-term investments
846



846

  Receivables, net
1,052

16

(14
)
1,054

  Inventories, net
580



580

  Fuel derivative contracts
125



125

  Other current assets
483

1


484

    Total current assets
7,382

23

(14
)
7,391

 
 
 
 
 
Equipment and Property
 
 
 
 
  Flight equipment, net
10,530



10,530

  Other equipment and property, net
2,066

1


2,067

  Purchase deposits for flight equipment
765



765

 
13,361

1


13,362

 
 
 
 
 
Equipment and Property Under Capital Leases
 
 
 
 
  Flight equipment, net
239



239

  Other equipment and property, net
64



64

 
303



303

 


 
 
 
International slots and route authorities
708



708

Domestic slots and airport operating and gate lease rights, less accumulated amortization, net
169



169

Other assets
2,415

105

(380
)
2,140

 
$
24,338

$
129

$
(394
)
$
24,073





15

AMR CORPORATION, ET AL.                             Schedule 1 (Continued)
DEBTORS AND DEBTORS IN POSSESSION
CONDENSED CONSOLIDATING BALANCE SHEET
AUGUST 31, 2012
(Unaudited ) (In millions)




 
Debtors
Non-Debtors
Eliminations & Adjustments
Consolidated
Liabilities and Stockholders' Equity (Deficit)
 
 
 
 
Current Liability


 
 
 
  Accounts payable
$
1,389

$
(145
)
$
(14
)
$
1,230

  Accrued liabilities
1,871



1,871

  Air traffic liability
4,650



4,650

  Current maturities of long-term debt
1,515



1,515

  Current obligations under capital leases
39



39

    Total current liabilities
9,464

(145
)
(14
)
9,305

 


 
 
 
  Long-term debt, less current maturities
6,279


(106
)
6,173

 Obligations under capital leases, less current obligations
395



395

  Pensions and postretirement benefits
77



77

  Other liabilities, deferred gains and deferred credits
1,665



1,665

 
8,416


(106
)
8,310

 
 
 
 
 
  Liabilities Subject to Compromise
15,223



15,223

 
 
 
 
 
 
 
 
 
 
Stockholders' Equity (Deficit)
 
 
 
 
  Preferred stock




  Common stock
341

1

(1
)
341

  Additional paid-in-capital
4,476

259

(259
)
4,476

  Treasury stock
(367
)


(367
)
  Accumulated other comprehensive income
(3,781
)


(3,781
)
  Accumulated Deficit
(9,434
)
14

(14
)
(9,434
)
 
$
24,338

$
129

$
(394
)
$
24,073




16

AMR CORPORATION, ET AL.                         Schedule 2
DEBTORS AND DEBTORS IN POSSESSION
CONSOLIDATING STATEMENT OF OPERATIONS    
MONTH ENDED AUGUST 31, 2012                            
(Unaudited)




 
Debtors
Non-Debtors
Eliminations & Adjustments
Consolidated
Revenues
 
 
 
 
    Passenger - American Airlines
$
1,663

$

$

$
1,663

                      - Regional Affiliates
262



262

    Cargo
52



52

    Other revenues
214

1

(1
)
214

      Total operating revenues
2,191

1

(1
)
2,191

 
 
 
 
 
Expenses
 
 
 
 
  Aircraft fuel
735



735

  Wages, salaries and benefits
597



597

  Other rentals and landing fees
112



112

  Maintenance, materials and repairs
124



124

  Depreciation and amortization
88



88

  Commissions, booking fees and credit card expense
90



90

  Aircraft rentals
46



46

  Food service
47



47

  Special charges
51



51

  Other operating expenses
246

1

(1
)
246

    Total operating expenses
2,136

1

(1
)
2,136

 
 
 
 
 
Operating Income
55



55

 
 
 
 
 
Other Income (Expense)
 
 
 
 
  Interest income
2



2

  Interest expense
(53
)


(53
)
  Interest capitalized
4



4

  Miscellaneous - net
(4
)


(4
)
 
(51
)


(51
)
 
 
 
 
 
Income Before Reorganization Items
4



4

 
 
 
 
 
Reorganization Items, Net
(86
)


(86
)
 
 
 
 
 
Income Before Income Taxes
(82
)


(82
)
Income tax




Net Income
$
(82
)
$

$

$
(82
)



17

AMR CORPORATION, ET AL.                         Schedule 3
DEBTORS AND DEBTORS IN POSSESSION
TOTAL DISBURSEMENTS BY FILED LEGAL ENTITY
MONTH ENDED AUGUST 31, 2012                            
(Unaudited) (In thousands)




Legal Entity
Case Number
Disbursements
 
 
 
American Airlines Realty (NYC) Holdings, Inc.
11-15462
$
33

 
 
 
AMR Corporation
11-15463
26

 
 
 
American Airlines, Inc.
11-15464
2,758,004

 
 
 
AMR Eagle Holding Corporation
11-15465

 
 
 
Americas Ground Services, Inc.
11-15466
227

 
 
 
PMA Investment Subsidiary, Inc.
11-15467

 
 
 
SC Investment, Inc.
11-15468

 
 
 
American Eagle Airlines, Inc.
11-15469
83,401

 
 
 
Executive Airlines, Inc.
11-15470
11,136

 
 
 
Executive Ground Services, Inc.
11-15471
124

 
 
 
Eagle Aviation Services, Inc.
11-15472
1,595

 
 
 
Admirals Club, Inc.
11-15473

 
 
 
Business Express Airlines, Inc.
11-15474

 
 
 
Reno Air, Inc.
11-15475

 
 
 
AA Real Estate Holding GP LLC
11-15476

 
 
 
AA Real Estate Holding L.P.
11-15477

 
 
 
American Airlines Marketing Services LLC
11-15478
53

 
 
 
American Airlines Vacations LLC
11-15479
272

 
 
 
American Aviation Supply LLC
11-15480
5,105

 
 
 
American Airlines IP Licensing Holding, LLC
11-15481

 
 
 
 
 
$
2,859,976



18

AMR CORPORATION, ET AL.                             Schedule 4
DEBTORS AND DEBTORS IN POSSESSION
SCHEDULE OF FEDERAL, STATE AND LOCAL TAXES COLLECTED, RECEIVED, DUE OR WITHHELD
MONTH ENDED AUGUST 31, 2012                            
(Unaudited) (In millions)

    


Payroll Taxes
 
Gross wages and salaries paid or incurred(3)
$
450.4

  Payroll taxes withheld employee
86.5

  Payroll taxes withheld employer
30.8

  Total payroll taxes withheld
117.3

  Amount of payroll tax remitted to tax authorities
105.0

  Date(s) remitted to tax authorities
Various

 
 
Sales & Use Taxes
 
  Sales & use tax collected and incurred
8.9

Amount of sales & use tax remitted to tax authorities(1)
8.4

  Date(s) remitted to tax authorities
Various

 
 
Federal Transportation Tax
 
  Federal transportation tax collected
119.6

  Amount of federal transportation tax remitted to Internal Revenue Service(1)
113.9

  Date(s) remitted to tax authorities
8/10 & 8/24

 
 
Passenger Facility Charges
 
  Passenger facility charges collected
30.0

  Amount of passenger facility charges remitted to airport authorities(1)
27.7

  Date(s) remitted to airport authorities
8/31

 
 
U.S. Security Fees
 
  U.S. Security Fees collected
20.3

  Amount of U.S. Security Fees remitted to Transportation Security Administration(1)
19.2

  Date(s) remitted to Transportation Security Administration
8/30

 
 
Customs User Fees
 
  Customs user fees collected
5.4

  Amount of customs user fees remitted to Customs and Border Protection Agency(2)

  Date(s) remitted to Customs and Border Protection Agency
n/a

 
 
Immigration User Fees
 
  Immigration user fees collected
6.9

  Amount of immigration user fees remitted to Customs and Border Protection Agency(2)

  Date(s) remitted to Customs and Border Protection Agency
n/a

 
 
Animal and Plant Health Inspection Service (APHIS) Fees
 
  APHIS user fees collected
5.1

  Amount of user fees remitted to U.S. Department of Agriculture(2) 

  Date(s) remitted to U.S. Department of Agriculture
n/a

 
 
Property taxes paid
10.9

(1) Tax is remitted one month in arrears of collection month. Amounts noted reflect actual collections and remittances during the month ended August 31, 2012.
(2) Tax is remitted quarterly. Amounts noted reflect actual collections and remittances during the month ended August 31, 2012.
(3) Payroll tax remittance does not equal taxes withheld because of tax entity payment timing requirements.

19

AMR CORPORATION, ET AL.                             Schedule 5
DEBTORS AND DEBTORS IN POSSESSION
TOTAL DISBURSEMENTS TO RETAINED PROFESSIONALS
MONTH ENDED AUGUST 31, 2012                            
(Unaudited) (In thousands)




Retained Professionals
Disbursements(1)
 
 
Debtors' Advisors and Notice and Claims Agent:
 
Airport & Aviation Professionals Inc.
$
41

Bernstein Shur Sawyer & Nelson
11

Brinks Hofer Gilson & Lione
72

Deloitte Financial
4,101

Dewey & Leboeuf LLP
3,650

Ernst & Young LLP
363

Groom Law Group
537

Harris Finley and Bogle
86

Haynes and Boone LLP
72

KPMG LLP
275

McKinsey Recovery & Transformation
338

Paul Hastings LLP
4,755

Rothschild Inc.
197

Sheppard Mullin Richter & Hampton LLP
153

The Boston Consulting Group Inc.
2,763

The Garden City Group Inc.
1,823

Weil, Gotshal & Manges LLP
4,451

Winstead Sechrest & Minick PC
312

 
24,000

 
 
Advisors to Unsecured Creditors' Committee:
 
Epiq Bankruptcy Solutions LLC
29

Mesirow Financial Consulting LLC
621

Moelis & Company Holding LP
150

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates
1,473

Togut Segal & Segal LLP
223

 
2,496

 
 
Total Disbursements to Retained Professionals
$
26,496

 
 
(1)
The Debtors have retained certain legal and financial professionals to advise them in the Chapter 11 Cases. The Creditors' Committee also retained certain legal and financial professionals in connection with the Chapter 11 Cases. For the month of August 2012, estimated based on the Debtors' books and records, the Debtors accrued $18 million of professional fees relating to such professionals, as indicated in Note 2 to the Condensed Consolidated Financial Statements. Any payments to such professionals will be made in accordance with applicable orders of the Bankruptcy Court.


20