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SEC Comment Letter for American Airlines Group (AAL) — Nov 15, 2011

American Airlines Group Inc.
Date: Nov. 15, 2011 · CIK: 0000006201 · Accession: 0000000000-11-066172

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 001-02691, 001-08400

Date
November 15, 2011
Author
David R. Humphrey Accounting Branch Chief
Form
UPLOAD
Company
American Airlines Group Inc.

Letter

November 15, 2011 Ms. Isabella D. Goren Chief Financial Officer AMR Corporation 4333 Amon Carter Blvd. Fort Worth, Texas 76155 Re: AMR Corporation Form 10-K for the Year Ended December 31, 2010 Filed February 16, 2011 Form 10-Q for the Quarterly Period Ended June 30, 2011 Filed July 20, 2011 File No. 001-08400 American Airlines, Inc. Form 10-K for the Year Ended December 31, 2010 Filed February 16, 2011 File No. 001-02691

Dear Ms. Goren: We have reviewed your response dated November 1, 2011 and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within te n business days by amending your filings, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your f ilings and the information you provide in response to these comments, we ma y have additional comments. AMR Form 10-Q for the Quarter Ended June 30, 2011

Item 2. Management’s Discussion and Analysis

Significant Indebtedness and Future Financing, page 19

1. Refer to your responses to our previous comments 1 and 2. We note that the aircraft collateralizing the $450 million cr edit facility detailed in your response to our previous

Ms. Isabella D. Goren AMR Corporation and American Airlines, Inc. November 15, 2011 Page 2

comment 2 appear to be those curr ently subject to an evaluation of their useful life. We also note that these aircraft comprise approximately 43% of total aircraft owned. Further, it appears from your response to our previous comme nt 2 that each of the listed credit facilities is either very close to the specified covenant or is currently out of compliance with the covenant and therefore incurring punitive interest charges. As a decline in the fair market value of your aircraft and other assets, the potential requirement for you to post additional collateral for the $450 million and 2005 Spare E ngine EETC facilities, and the requirement for you to pay additional interest on the $1 billion facility could impact your future liquidity and constitutes a known trend, please revise your di sclosure in future filings to include the loan to value covenant for each of these faciliti es as well as your calculation of each covenant as of the last measurement date. Further, plea se discuss the carrying values and fair market values of assets available to post as additional collateral (should it be required).

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provi de a written statement from the company acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.

You may contact Amy Geddes at 202-551-3304 or Margery Reich at 202-551-3347 if you have questions regarding comments on the fina ncial statements and related matters. Please contact me at 202-551-3211 w ith any other questions.

Sincerely,
/s/ David R. Humphrey
David R. Humphrey Accounting Branch Chief

Show Raw Text
November 15, 2011
 Ms. Isabella D. Goren  Chief Financial Officer AMR Corporation 4333 Amon Carter Blvd. Fort Worth, Texas 76155
Re: AMR Corporation
 Form 10-K for the Year Ended December 31, 2010
Filed February 16, 2011 Form 10-Q for the Quarterly Period Ended June 30, 2011 Filed July 20, 2011 File No. 001-08400         American Airlines, Inc.
 Form 10-K for the Year Ended December 31, 2010
Filed February 16, 2011 File No. 001-02691

Dear Ms. Goren:
 We have reviewed your response dated November 1, 2011 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.
            AMR Form 10-Q for the Quarter Ended June 30, 2011

 Item 2. Management’s Discussion and Analysis

 Significant Indebtedness and Future Financing, page 19

 1. Refer to your responses to our previous comments 1 and 2.  We note that the aircraft
collateralizing the $450 million cr edit facility detailed in your response to our previous

Ms. Isabella D. Goren AMR Corporation and American Airlines, Inc. November 15, 2011 Page 2

 comment 2 appear to be those curr ently subject to an evaluation of  their useful life.  We also
note that these aircraft comprise approximately  43% of total aircraft  owned.  Further, it
appears from your response to our previous comme nt 2 that each of the listed credit facilities
is either very close to the specified covenant  or is currently out of compliance with the
covenant and therefore incurring punitive interest charges.  As a decline in the fair market
value of your aircraft and other assets, the potential requirement for you to post additional
collateral for the $450 million and 2005 Spare E ngine EETC facilities, and the requirement
for you to pay additional interest on the $1 billion facility could impact your future liquidity
and constitutes a known trend, please revise your di sclosure in future filings to include the
loan to value covenant for each of these faciliti es as well as your calculation of each covenant
as of the last measurement date.  Further, plea se discuss the carrying values and fair market
values of assets available to post as additional collateral (should it be required).

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Amy Geddes at 202-551-3304 or Margery Reich at 202-551-3347 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact me at 202-551-3211 w ith any other questions.

Sincerely,
   /s/ David R. Humphrey
David R. Humphrey Accounting Branch Chief