SecProbe.io

May 10, 2013

Via E -mail
Thomas W. Horton
President and Chief Executive Officer
AMR Corporation
4333 Amon Carter Blvd.
Fort Worth, TX 761555

Re: AMR Corporation
Registration Statement on Form S -4
Filed April 15, 2013
  File No. 333 -187933

Dear Mr. Horton :

We have reviewed your registration statement  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 by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that you have included a glossary of “defined terms” at the beginning of the
prospectus.  In additi on to the glossary, please provide a brief definition the first time
each of the terms identified in the glossary is used in the prospectus.

2. Please update the financial information contain ed in your filing (e.g., the “Selected
consolidated financial data”, “Supplementary Financial Data” and “unaudited pro forma
condensed combined financial information”) to reflect information from your most recently
filed periodic reports.

3. Provide a curren tly dated consent from the independent public accountant in the amendment.

Thomas W. Horton
AMR Corporation
May 10, 2013
Page 2

 Questions and Answers About the Merger and the US Airways Group 2013 Annual Meeting of
Stockholders, page 1

4. Please revise to include a question and answer that addresses the expe cted cost of the
merger, the estimated amount of the obligations that AMR will be required to settle upon
its emergence from Chapter  11 and the aggregate amount of capital expenditures for
calendar years 2013 -2017 that AMR and US Airways estimate will be r equired to achie ve
their goals of increasing AAG’s revenue and lowering costs.  Refer to pages 12, 45 and
47 of the prospectus.

5. Please revise to add a question and answer to briefly describe and quantify the interests
that directors and officers of US Airways Group have that differ from other shareholders.

6. Please revise to add a question and answer regarding the treatment of US Airways Group
7.25% Convertible Notes and its 7% Convertible Notes .

Why are AMR and US Airw ays Group proposing the M erger, pa ge 2

7. Please balance your disclosure by clarifying that there is no guarantee that the combined
airline will be a stronger airline than either American  or US Airways individually.  In
addition, please include  a discussion of the potential negative factors regarding the
merger or include a cross -reference to page s 81 and 84 where such negative factors are
addressed.

What will holders of shares of US Airways Group common stock receive in the Merger, page 2

8. We note you indicate that the aggregate number of s hares of AAG common stock
issuable to holders of US Airways Group equity instruments will represent 28% of the
diluted equity ownership of AAG.  Please explain and clarify here why it is being
described as a percentage of the “diluted” equity throughout th e document.  Please revise
to disclose (a) the approximate percentage ownership that US Airways Group
stockholders will  hold immediately after the merger  and (b) the approximate percentage
ownership that US Airways Group stockholders will hold  taking into account the other
stock that will be distributed pursuant to the Bankruptcy Plan , which  may be distributed
or converted after the effective date of the merger , as addressed in the two comments
below .  Similarly revise to clarify in the Summary.

9. Please exp and or add a new question and answer to briefly discuss  the shares of AAG
Convertible Preferred Stock that will be distributed in conne ction with the Bankruptcy
Plan and the effect these shares may have on the holders of US Ai rways Group common
stock who w ill receive AAG common stock .  Please also discuss the potential volatility
this may have on the AAG stock price and trading volume.

Thomas W. Horton
AMR Corporation
May 10, 2013
Page 3

 10. In this regard , please make clear what percentage of AAG common stock you believe the
US Airways Group stockholders will ultimately have once all the conversions of
preferred stock into AAG common stock own  taken place after 120 days following the
effective date.  When providing the percentage that the US Airways stockholders will
ultim ately hold, please address any other potential AAG stock issuances.  We note under
the Risk Factor, “The Shares of AAG Convertible Preferred Stock,” at page 44 that the
Plan also provides holders of existing AMR equity securities with a guaranteed initial
distribution and the potential to receive additional distributions during the 120 day period
during after the merger effective date.

Who will manage AAG after the Merger, page 3

11. If the board of directors will not be chosen by the time of the vote on the merger, please
revise to make that clear.  I n the alte rnative, please revise  to identify the members of the
board of directors and the officers of AAG  prior to the vote on the merger , if known .

Summary, page 9

The Combined Company after the Merger, p age 11

American Airlines Group Inc., page 11

12. We note your disclosure on page 11 that “AAG will also provide customers with more
choices and increased service across a larger worldwide network, including an enhanced
oneworld  alliance, than either American or US Airways could offer independently. ”
Please revise to balance this s tatement by disclosing  that US Airways, after the merger,
will no longer be a m ember of St ar Alli ance.

The Combined Company after the Merger, page 11

American Airlines Group Inc., page 11

13. We note your statement that the AAdvantage program will become the industry’s leading
frequent flyer loyalty program.  Pl ease explain in what way(s) you believe it will be the
industry leader.

Expansive Global Ne twork, page 12

14. Please disclose  what is meant by the statement that AAG is expected to create a third
large U.S. global airline system.

15. Please revise to  briefly  describe the ways in which you believe  the flight networks of
AMR and US Airways Group a re “complementary.”

Thomas W. Horton
AMR Corporation
May 10, 2013
Page 4

  Expected Synergies, page 12

16. Please balance your disclosure in this section by disclosing that in addition to the costs
associated with the merger, AMR, at emergence from Chapter 11 will be required to
settle certain obligations whic h it estimates will be at least $1.3 billion.

Risk Factors, page 37

17. We note in the opening paragraph of the risk factors section that an investor can find the
risk factor information relating to AMR in AMR’s Form 10 -K and Form 10 -Qs.  Because
AMR is n ot eligible to incorporate by reference into this Form S -4, material risks relating
to AMR should be included in the Form S -4 and the referenc e to the risks found in the
AMR 10 -K and 10 -Qs should be deleted.

Risk Factors Relating to the Merger, page 37

The merger is subject to a number of conditions  to the obligations, page 37

18. Please revise throughout the document to update the status of the Merger Support Order
to be entered by the Bankruptcy Court.

Liquidity Risks, page 45

The percentage ownership i nterests, page 45

19. Please revise to clarify in the subheading the risk that US Airways Group stockholders
will have less influence on management and policies of AAG than they now have on the
management and policies of US Airways Group, due to their holding  28% of the diluted
equity ownership of AAG.

Each of AMR’s and US Airways Group’s indebtedness and other obligations are, page 45

20. Please revise to quantify here , or in a separate risk factor,  AAG’s  expected amount of
indebtedness  following the Closing  and any anticipated debt agreements of AAG or
advise.

The airline industry is fiercely competitive, and AAG will be subject to, page 49

21. We note your disclosure regarding AMR’s JBAs and related marketing agreements with
several airlines.  Please revise to briefly describe these agreements in an appropriate place
in your registration statement.

Thomas W. Horton
AMR Corporation
May 10, 2013
Page 5

 AAG’s ability to operate and grow its route network in the future, page 54

22. Please revise to clarify whether the merger could result in the reduction of slots.

AAG will be increasingly dependent on technology, page 56

23. Please consider disclosing the computer failure that occurred on April 16, 2013 that
resulted in AMR grounding  all of its flights nationwide for several hours  as an example
of the risk associated wit h the dependence on technology .

The US Airways Group Annual Meeting, page 61

Solicitation of Proxies, page 66

24. We note that proxies may be solicited by telephone, by mail, by facsimile or in person.
Please confirm that you will file all written soliciting material, including any scripts to be
used in soliciting proxies by in person interview or telephone.

Proposal 1: The Merger, page 68

The Merger, page 69

Background of the  Merger, page 69

25. Please provide us with copies of the “board books” and any other materials provided to
the boards and management in connection with the proposed transaction. Such materials
should include all presentations made by the financial advisors. Also, provide us with
copies of the engagement letters.

26. Please revise to disclose,  as discussed in newspaper articles,  if true, that US Airways
purchased AMR’s publicly traded debt in order to have standing to participate in AMRs
Chapter 11 case.

27. We not e your disclosure that the boards and senior management of both companies had
regularly reviewed and evaluated potential strategic alternatives and business
combination transactions.  To the extent other strategic alternatives or business
combinations were  considered by either company, please revise this secti on to discuss if,
or when, those alternatives were considered and for what reason those alternatives were
not pursued.  We also note your disclosure on page 71 that, on July 10, 2012, AMR
announced tha t it would begin a review of strategic alternatives  and, at page 72 , that it
approached other airlines about strategic combinations .  Please revise to disclose whether
any alternatives to the merger were considered, and, to the extent that such alternatives
were considered, please revise to discuss such alternatives.  Similarly, we note the
disclosure on page 80 that US Airway’s Group’s Board of Directors assessed alternatives

Thomas W. Horton
AMR Corporation
May 10, 2013
Page 6

 to the merger.  Please revi se to discuss such alternatives and ultimat ely why they were
not pursued.

28. We note the disclosure that US Airways sent AMR a non -binding indication of interest
on April 20, 2012 ( April 20 Indication of Interest ), which contemplated AMR’s
unsecured creditors receiving 49.9% of the common stock of th e combined company and
$1.5 billion of new senior unsecured debt obligations of the combined company and that
US Airways Group equity holders would retain 50.1% of the common stock of the
combined company and that was not pursued by AMR.  Please further ex plain how the
ultimate equity split was determined and which party initially suggested the move more
towards a 70/30 equity split  that was found in the November Proposal, versus the April
20 Indication of Interest equity split.

29. We note your disclosure on page 75 that US Airways and American entered into a
memorandum of understanding with TWU and a letter agreement with APFA.  In
addition, we note that US Airways entered into an agreement with AFA that includes
support for the merger.  If there are other ag reements that are anticipated with unions, or
union agreements that the merger may be contingent on, please include a list of the labor
unions that US Airways Group and AMR ’s employees  belong to and clarify the status of
any negotiations with the unions.

30. We note your disclosure on page 78 that “AMR’s stakeholders would be entitled to 72%
of the Expected Synergies.”  Please revise to clarify that they would be entitled to 72% of
the equity of AAG or advise.

AMR’s Board of Directors’ Reasons for the Merger,  page 83

31. Please revise to clarify what you mean by “a more equal market share” on page 84 by
providing quantitative information.

Opinion of US Airways Group’s Financial Advisor, page 85

32. For each analysis, please explain what each of the included calculations in the analysis
mean s, what they are i ntended to show, and how they aid in reaching the conclusions
regarding the derived range of relative stock ownership for US Airways stockholders  in
AAG.  Also, to the extent practicable, explain the steps taken with the calculations in
each analysis to reach the conclusion of the derived range of relative stock ownership for
US Airways stockholders in AAG .

Selected Comparable Company Analysis, page 88

33. Please rev ise to disclose the criteria  used to se lect the comparable companies and, with a
view towards revised disclosure , please tell us why  the comparable c ompanies were

Thomas W. Horton
AMR Corporation
May 10, 2013
Page 7

 limited to the legacy airlines w hen such decision allowed  for only two comparable
companies for US Airways Group and three comparable companies for AMR.

34. Please explain to us why no companies were used as a comparable to AMR that had
recently emerged from bankruptcy.

35. Please revise to disclose the  ratio of adjusted enterprise value to estimated EBITDAR for
calendar years 2013 and 2014  for each of the selected companies.

Trading Value Analysis, page 89

36. We note on page 10 the disclosure under “Merger Consideration and Plan Shares,” that
indicates that the value of c ommon stock of AAG that US Airways Group common
stockholder s will receive in the Merger is not fixed and will depend on the value of AAG
Comm on Stock.  Please further explain how the trading value analysis can be derived
from the selected comparable compan y analysis of AMR for calendar year 2013.   We
also note your discussion here that AMR equity does not have an observable market
value because it is in bankruptcy.

General , page 91

37. We note that the description in the registration statement regarding the material
relationships between US Airways Group and Barclays does not provide a quantitative
description of the fees paid or to be paid to Barclays and its affiliates by US Airways and
its affiliates.  Please revise the registration statement to provide su ch disclosure.   Refer to
Item 1015(b)(4) of Regulation M -A.

38. We note that additional compensation of up to $10,000,000, of which $3,000,000 is
payab le at the sole discretion of US  Airways Group, will be payable at the completion of
the disclosed transactio n.  Please revi se to disclose what factors US  Airways Group will
use to determine whether it will pay the discretionary am ount or advise.

General Information regarding Forecasts and Expected Synergies, page 91

39. Please refer to the second complete paragraph on  page 92.  Please revise the first sentence
to clarify that investors should not place undue certainty on th e forecasts , rather than not
being able to rely on them at all.  Please revise this section accordingly.

Certain AMR Forecasted Financi al Information,   Page 94

40. We note that  the 2013 forecasted EBITDA R amount you present  is adjusted for  estimated
costs incurred by the Company in connection with the Chapter 11 case and special items .
Accordingly, this measure is not properly titled as EBITDA R as it is adjusted for item s

Thomas W. Horton
AMR Corporation
May 10, 2013
Page 8

 other than interest, taxes, depreciat