SEC Company Response from American Airlines Group (AAL) — Jun 3, 2013
American Airlines Group Inc.
Date: June 3, 2013 · CIK: 0000006201 · Accession: 0001193125-13-244066
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-187933
Referenced dates: May 24, 2013
Letter
Via EDGAR Transmission and Hand Delivery United States Securities and Exchange Commission Division of Corporation Finance Re: AMR Corporation Amendment No. 1 to Registration Statement on Form S-4 Filed May 20, 2013 File No. 333-187933
Dear Ms. Block:
On behalf of our clients, AMR Corporation (“AMR”) and US Airways Group, Inc. (“US Airways Group” and, together with AMR, the “parties”), please find responses to the comments of the staff of the United States Securities and Exchange Commission (the “Staff”) sent to AMR in a letter dated May 24, 2013 (the “May 24 Letter”) regarding AMR’s Amendment No. 1 to the registration statement on Form S-4 (as amended, the “Registration Statement”) (File No. 333-187933).
AMR is filing concurrently with this letter Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which includes revisions to the Registration Statement in response to the Staff’s comments in the May 24 Letter. Enclosed with this letter are five copies of Amendment No. 2 marked to show changes from the Registration Statement as filed on May 20, 2013.
Ms. Susan Block
U. S. Securities and Exchange Commission
June 3, 2013
Page
Set forth below in bold are the Staff’s comments from the May 24 Letter. Immediately below each of the Staff’s comments is AMR’s response to that comment. For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the May 24 Letter and includes the caption used in the May 24 Letter.
General
1. You disclose that you provide flights to the Caribbean and the Middle East. Cuba, located in the Caribbean, and Syria and Sudan, countries that can be understood to be included in references to the Middle East, are designated by the State Department of State as state sponsor of terrorism and are subject to U.S. economic sanctions and export controls. We note that your Form S-4 does not provide disclosure about these countries. Please describe to us the nature and extent of your past, current, and anticipated contacts with Cuba, Syria and Sudan, whether through subsidiaries, affiliates, alliance partners or other direct or indirect arrangements. In this regard, we note that Havana Airport’s website lists terminals for American Airlines and American Eagle Flights; and 2013 and 2011 news articles report that you have been flying to Cuba for two decades, and that ABC Charters provides licensed flights to Holguin and Havana, Cuba on American Airlines’ planes. We note also that American Airlines’ website provides a chart of regions to determine the number of miles needed for redemption of AAdvantage awards, and the chart includes Syria and Sudan under the Middle East and Africa. In addition, we note news articles reporting that oneworld alliance partner Qatar Airways flies to Aleppo, Syria and Khartoum, Sudan.
Your response should describe any services, products or technology you have provided to or received from Cuba, Syria or Sudan, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of these countries or entities controlled by their governments, including overflight payments.
In response to the Staff’s comment, AMR notes the following:
Neither American nor American Eagle (for purposes of AMR’s responses to comments nos. 1 and 2, collectively, “American”) operates any scheduled passenger or cargo flights to or from Cuba, Sudan, or Syria (the “Three Countries”). As discussed below, American operates passenger charter service licensed by the U.S. Government between the U.S. and Cuba. American has no offices, facilities, equipment, ground services, sales agents, or employees in any of the Three Countries. Further, except with regard to overflight arrangements with Cuba discussed below, American has no agreements, commercial arrangements or other contacts with the governments of any of the Three Countries, or with entities controlled by those governments, and neither provides to, nor receives from, any of the Three Countries any services, products or technology. American’s contacts with the Three Countries are limited, and its revenues from those contacts are de minimis. AMR has a corporate policy to comply with U.S. economic sanctions laws.
U.S. law prohibits persons subject to the jurisdiction of the U.S. (“U.S. Persons”) from traveling to Cuba, unless (a) authorized by a specific license issued by the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”) or (b) pursuant to the terms of a general license set forth in OFAC’s Cuban Assets Control Regulations (“CACR”).1 U.S. law also prohibits U.S. Persons from providing travel or passenger charter services to Cuba unless these persons are specifically licensed by OFAC.
31 C.F.R. Part 515.
AMR - 2
Ms. Susan Block
U. S. Securities and Exchange Commission
June 3, 2013
Page
U.S. law does not prohibit U.S. persons from traveling to and from Sudan or Syria.2 OFAC regulations generally restrict the exportation and importation of services to and from Sudan, and transactions with designated nationals of Syria, but the regulations contain an exemption for travel as well as for arrangement and facilitation of travel to and from these countries.3 Accordingly, U.S. air carriers are not prohibited from selling tickets for travel to or from Sudan or Syria on flights operated by other carriers.
Passenger Charter Operations to Cuba
American does not codeshare with any of its partners into Cuba, nor has it codeshared into Cuba at any time. Four of American’s codeshare partners currently operate to Cuba: Air Berlin (oneworld® alliance member), Iberia (oneworld® alliance member), Lan Peru (oneworld® alliance member) and Westjet. American does not permit accrual and redemption of AAdvantage miles to/from Cuba.
Any company subject to U.S. law that wishes to provide transportation services between the United States and Cuba must be specifically licensed as a Charter Service Provider (“CSP”).” CSPs must obtain authorization from OFAC before engaging with Travel Service Providers (“TSPs”) to operate charter services involving Cuba. The licensed TSPs contract with CSPs to operate flights to Cuba. Travelers to Cuba do not book flights directly with the CSP; rather, bookings for travel are made with the TSP.
American and American Eagle are licensed CSPs and operate a Cuba charter program working with licensed TSPs. The role of American is limited to the operation of aircraft and the provision of crew, and it is paid a flat fee per flight for these services under the agreements with the TSPs. Neither American nor American Eagle offers tickets for sale to passengers. All administrative and operational expenses related to this charter program are paid by the respective TSP. Cuba charter flights are not displayed for sale on any reservations system or internet booking service. Passenger payments for travel to Cuba under the Cuba charter program are collected in the United States (point-of-sale) and on a round trip basis (e.g., Miami-Havana-Miami) by the TSP. Since 2010, the TSPs for which American has provided these services are ABC Charters, Airline Brokers, Cuba Travel Service, Marazul, and XAEL Charters.
American operates weekly charter flight services for the U.S. Government from Fort Lauderdale/Hollywood International Airport to the U.S. Naval Station Guantanamo Bay in Cuba. However, these flights are considered U.S. to U.S. charter flights and not flights to Cuba.
OFAC’s Terrorism List Governments Sanctions Regulations do not prohibit travel to countries that have been designated as state sponsors of terrorism. 31 C.F.R. Part 596. In addition, the country-specific sanctions regulations that OFAC published pursuant to the International Emergency Economic Powers Act (“IEEPA”) do not restrict travel to Sudan or Syria. See 31 C.F.R. Parts 538, and 542.
Id. §§ 538.211(d), and 542.206(c).
AMR - 3
Ms. Susan Block
U. S. Securities and Exchange Commission
June 3, 2013
Page
Overflight Payments to Cuba
American has a license from the U.S. Department of Treasury (License No. C-14532, issued April 29, 1992) to make overflight payments directly to the government of Cuba. This license has no expiration date. Effective December 3, 2012, specific licenses for overflight payments to the government of Cuba are no longer required (77 Fed. Reg. 71530, December 3, 2012). American pays Cuba approximately $1 million monthly to overfly Cuban territory.
Codeshare Agreements to Sudan and Syria
American is a party to codeshare agreements with 24 foreign air carriers. Codeshare agreements are common in the air transportation industry and allow carriers to market and sell tickets and/or cargo service on each other’s flights. All of American’s codeshare relationships with foreign carriers have been reviewed and approved by the U.S. Department of Transportation (“DOT”).
U.S. carriers can be authorized by DOT to codeshare on third-country partner operations to Sudan. American has no current plans to codeshare to Sudan even though American’s codeshare partners, Etihad Airways, Gulf Air, Royal Jordanian, and Qatar Airways, operate to Sudan.
The United States does not have an Air Transport Agreement with Syria that provides for codeshare rights. Consequently, U.S. carriers are not allowed to codeshare to Syria.
AAdvantage Award Travel to Sudan and Syria
Under current U.S. law, frequent flyer accrual and redemption are permitted for itineraries involving Sudan and Syria. American has facilitated this activity with Etihad Airways, Gulf Air, Royal Jordanian, and Qatar Airways for operations to/from Sudan.
At this time, accrual of AAdvantage miles on Qatar Airways is possible only on codeshare flights booked under the American code. In July 2013, American and Qatar Airways plan to implement a fully reciprocal frequent flyer relationship, and thereafter accrual and redemption of AAdvantage miles will be permitted on all Qatar Airways flights. Qatar Airways is expected to join the oneworld® alliance in the last quarter of 2013.
Additional Information
The award chart that appears on AA.com details the opportunities for AAdvantage members to redeem mileage. The oneworld® and other partner award chart includes a list of zone definitions that defines which countries belong to a specified zone, with the following footnote: “If no participating carrier offers direct service between origin and destination zones, certain awards may be unavailable or multiple awards may be required.”
American does not overfly the territories of Sudan or Syria, and does not have any relationships, formal or informal, with aviation officials or other governmental officials in either country.
2. Please discuss the materiality of your contacts with Cuba, Syria or Sudan described in response to the foregoing comment and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative
AMR - 4
Ms. Susan Block
U. S. Securities and Exchange Commission
June 3, 2013
Page
factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Cuba, Syria and Sudan.
In response to the Staff’s comment, AMR notes the following:
AMR’s contacts with Cuba, Syria and Sudan are quite limited. We do not believe such contacts pose a material investment risk, either quantitatively or qualitatively, to AMR’s investors. AMR’s total consolidated revenues were $6.1 billion in the first quarter of 2013, $24.9 billion in fiscal 2012, $24 billion in fiscal 2011, and $22.2 billion in fiscal 2010. Since 1992, American has operated passenger charter service to Cuba through OFAC licensed TSPs, as discussed more fully in the response to comment 1 above. American does not operate any service to Syria or Sudan. AMR has no assets in or liabilities arising from any of the Three Countries. The revenue received by AMR involving the Three Countries is de minimis, as shown from the chart below. AMR believes such revenues would be viewed as immaterial by investors in light of AMR’s total consolidated revenues.
Approximate consolidated revenues of AMR related to the Three Countries are set forth below.
1Q 2013
Cuba
$ 6,842,250
$ 9,980,450
$ 13,484,610
$ 3,524,440
Sudan
$
$
$
$
Syria
$
$
$
$
To the knowledge of AMR’s chief financial officer, general counsel, corporate secretary, and director of investor relations, AMR has not received any comments or questions from investors or securities analysts regarding its very minimal contracts with any of the Three Countries. Likewise, AMR does not believe its contacts with the Three Countries will cause it to be a target of groups with disinvestment or similar initiatives. As a result, AMR believes its limited contacts with the Three Countries do not constitute a factor that a reasonable investor would deem important in making an investment decision.
Summary and General Information, page 22
Questions and Answers About the Merger and the US Airways Group 2013 Annual Meeting of Stockholders, page 22
3. We note your revised disclosure in response to our prior comment 8 on page 23 that future issuances of AAG’s common stock that are not related to the merger will be dilutive to all holders of AAG. Please revise to clarify whether you currently have plans regarding such issuances of AAG’s common stock in the near future.
AMR - 5
Ms. Susan Block
U. S. Securities and Exchange Commission
June 3, 2013
Page
In response to the Staff’s comment, the disclosures in the Registration Statement on pages 2 and 13 of Amendment No. 2 have been revised.
Who will manage AAG after the Merger, page 24
4. We note your response to our prior comment 11 and reissue in part. Please revise to clarify here, if true, that the vote on the adoption of the Merger Agreement may occur prior to the identification of the additional members of the board of directors and executive officers of AAG. We also note in your response that you indicate additional members of the board of directors may be identified and you will revise your proxy statement/prospectus accordingly. Please provide consents for any person that is named as a prospective director in the registration statement. For example, please provide a consent for Douglas Parker. Refer to Rule 438 of the Securities Act.
In response to the Staff’s comment, the disclosures in the Registration Statement on pages 4-5, 15-16, 114 and 147-148 of Amendment No. 2 have been revised.
Consents for any person that is named as a prospective director in the Registration Statement will be provided and, in response to the Staff’s
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CORRESP 1 filename1.htm CORRESP June 3, 2013 Weil, Gotshal & Manges LLP 200 Crescent Court, Suite 300 Dallas, Texas 75201 (214) 746-7700 tel (214) 746-7777 fax K&L Gates LLP 1717 Main Street, Suite 2800 Dallas, Texas 75201 (214) 939-5500 tel (214) 939-5849 fax Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600 tel (650) 463-2600 fax Via EDGAR Transmission and Hand Delivery Ms. Susan Block Attorney-Advisor United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: AMR Corporation Amendment No. 1 to Registration Statement on Form S-4 Filed May 20, 2013 File No. 333-187933 Dear Ms. Block: On behalf of our clients, AMR Corporation (“AMR”) and US Airways Group, Inc. (“US Airways Group” and, together with AMR, the “parties”), please find responses to the comments of the staff of the United States Securities and Exchange Commission (the “Staff”) sent to AMR in a letter dated May 24, 2013 (the “May 24 Letter”) regarding AMR’s Amendment No. 1 to the registration statement on Form S-4 (as amended, the “Registration Statement”) (File No. 333-187933). AMR is filing concurrently with this letter Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which includes revisions to the Registration Statement in response to the Staff’s comments in the May 24 Letter. Enclosed with this letter are five copies of Amendment No. 2 marked to show changes from the Registration Statement as filed on May 20, 2013. Ms. Susan Block U. S. Securities and Exchange Commission June 3, 2013 Page 2 Set forth below in bold are the Staff’s comments from the May 24 Letter. Immediately below each of the Staff’s comments is AMR’s response to that comment. For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the May 24 Letter and includes the caption used in the May 24 Letter. General 1. You disclose that you provide flights to the Caribbean and the Middle East. Cuba, located in the Caribbean, and Syria and Sudan, countries that can be understood to be included in references to the Middle East, are designated by the State Department of State as state sponsor of terrorism and are subject to U.S. economic sanctions and export controls. We note that your Form S-4 does not provide disclosure about these countries. Please describe to us the nature and extent of your past, current, and anticipated contacts with Cuba, Syria and Sudan, whether through subsidiaries, affiliates, alliance partners or other direct or indirect arrangements. In this regard, we note that Havana Airport’s website lists terminals for American Airlines and American Eagle Flights; and 2013 and 2011 news articles report that you have been flying to Cuba for two decades, and that ABC Charters provides licensed flights to Holguin and Havana, Cuba on American Airlines’ planes. We note also that American Airlines’ website provides a chart of regions to determine the number of miles needed for redemption of AAdvantage awards, and the chart includes Syria and Sudan under the Middle East and Africa. In addition, we note news articles reporting that oneworld alliance partner Qatar Airways flies to Aleppo, Syria and Khartoum, Sudan. Your response should describe any services, products or technology you have provided to or received from Cuba, Syria or Sudan, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of these countries or entities controlled by their governments, including overflight payments. In response to the Staff’s comment, AMR notes the following: Neither American nor American Eagle (for purposes of AMR’s responses to comments nos. 1 and 2, collectively, “American”) operates any scheduled passenger or cargo flights to or from Cuba, Sudan, or Syria (the “Three Countries”). As discussed below, American operates passenger charter service licensed by the U.S. Government between the U.S. and Cuba. American has no offices, facilities, equipment, ground services, sales agents, or employees in any of the Three Countries. Further, except with regard to overflight arrangements with Cuba discussed below, American has no agreements, commercial arrangements or other contacts with the governments of any of the Three Countries, or with entities controlled by those governments, and neither provides to, nor receives from, any of the Three Countries any services, products or technology. American’s contacts with the Three Countries are limited, and its revenues from those contacts are de minimis. AMR has a corporate policy to comply with U.S. economic sanctions laws. U.S. law prohibits persons subject to the jurisdiction of the U.S. (“U.S. Persons”) from traveling to Cuba, unless (a) authorized by a specific license issued by the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”) or (b) pursuant to the terms of a general license set forth in OFAC’s Cuban Assets Control Regulations (“CACR”).1 U.S. law also prohibits U.S. Persons from providing travel or passenger charter services to Cuba unless these persons are specifically licensed by OFAC. 1 31 C.F.R. Part 515. AMR - 2 Ms. Susan Block U. S. Securities and Exchange Commission June 3, 2013 Page 3 U.S. law does not prohibit U.S. persons from traveling to and from Sudan or Syria.2 OFAC regulations generally restrict the exportation and importation of services to and from Sudan, and transactions with designated nationals of Syria, but the regulations contain an exemption for travel as well as for arrangement and facilitation of travel to and from these countries.3 Accordingly, U.S. air carriers are not prohibited from selling tickets for travel to or from Sudan or Syria on flights operated by other carriers. Passenger Charter Operations to Cuba American does not codeshare with any of its partners into Cuba, nor has it codeshared into Cuba at any time. Four of American’s codeshare partners currently operate to Cuba: Air Berlin (oneworld® alliance member), Iberia (oneworld® alliance member), Lan Peru (oneworld® alliance member) and Westjet. American does not permit accrual and redemption of AAdvantage miles to/from Cuba. Any company subject to U.S. law that wishes to provide transportation services between the United States and Cuba must be specifically licensed as a Charter Service Provider (“CSP”).” CSPs must obtain authorization from OFAC before engaging with Travel Service Providers (“TSPs”) to operate charter services involving Cuba. The licensed TSPs contract with CSPs to operate flights to Cuba. Travelers to Cuba do not book flights directly with the CSP; rather, bookings for travel are made with the TSP. American and American Eagle are licensed CSPs and operate a Cuba charter program working with licensed TSPs. The role of American is limited to the operation of aircraft and the provision of crew, and it is paid a flat fee per flight for these services under the agreements with the TSPs. Neither American nor American Eagle offers tickets for sale to passengers. All administrative and operational expenses related to this charter program are paid by the respective TSP. Cuba charter flights are not displayed for sale on any reservations system or internet booking service. Passenger payments for travel to Cuba under the Cuba charter program are collected in the United States (point-of-sale) and on a round trip basis (e.g., Miami-Havana-Miami) by the TSP. Since 2010, the TSPs for which American has provided these services are ABC Charters, Airline Brokers, Cuba Travel Service, Marazul, and XAEL Charters. American operates weekly charter flight services for the U.S. Government from Fort Lauderdale/Hollywood International Airport to the U.S. Naval Station Guantanamo Bay in Cuba. However, these flights are considered U.S. to U.S. charter flights and not flights to Cuba. 2 OFAC’s Terrorism List Governments Sanctions Regulations do not prohibit travel to countries that have been designated as state sponsors of terrorism. 31 C.F.R. Part 596. In addition, the country-specific sanctions regulations that OFAC published pursuant to the International Emergency Economic Powers Act (“IEEPA”) do not restrict travel to Sudan or Syria. See 31 C.F.R. Parts 538, and 542. 3 Id. §§ 538.211(d), and 542.206(c). AMR - 3 Ms. Susan Block U. S. Securities and Exchange Commission June 3, 2013 Page 4 Overflight Payments to Cuba American has a license from the U.S. Department of Treasury (License No. C-14532, issued April 29, 1992) to make overflight payments directly to the government of Cuba. This license has no expiration date. Effective December 3, 2012, specific licenses for overflight payments to the government of Cuba are no longer required (77 Fed. Reg. 71530, December 3, 2012). American pays Cuba approximately $1 million monthly to overfly Cuban territory. Codeshare Agreements to Sudan and Syria American is a party to codeshare agreements with 24 foreign air carriers. Codeshare agreements are common in the air transportation industry and allow carriers to market and sell tickets and/or cargo service on each other’s flights. All of American’s codeshare relationships with foreign carriers have been reviewed and approved by the U.S. Department of Transportation (“DOT”). U.S. carriers can be authorized by DOT to codeshare on third-country partner operations to Sudan. American has no current plans to codeshare to Sudan even though American’s codeshare partners, Etihad Airways, Gulf Air, Royal Jordanian, and Qatar Airways, operate to Sudan. The United States does not have an Air Transport Agreement with Syria that provides for codeshare rights. Consequently, U.S. carriers are not allowed to codeshare to Syria. AAdvantage Award Travel to Sudan and Syria Under current U.S. law, frequent flyer accrual and redemption are permitted for itineraries involving Sudan and Syria. American has facilitated this activity with Etihad Airways, Gulf Air, Royal Jordanian, and Qatar Airways for operations to/from Sudan. At this time, accrual of AAdvantage miles on Qatar Airways is possible only on codeshare flights booked under the American code. In July 2013, American and Qatar Airways plan to implement a fully reciprocal frequent flyer relationship, and thereafter accrual and redemption of AAdvantage miles will be permitted on all Qatar Airways flights. Qatar Airways is expected to join the oneworld® alliance in the last quarter of 2013. Additional Information The award chart that appears on AA.com details the opportunities for AAdvantage members to redeem mileage. The oneworld® and other partner award chart includes a list of zone definitions that defines which countries belong to a specified zone, with the following footnote: “If no participating carrier offers direct service between origin and destination zones, certain awards may be unavailable or multiple awards may be required.” American does not overfly the territories of Sudan or Syria, and does not have any relationships, formal or informal, with aviation officials or other governmental officials in either country. 2. Please discuss the materiality of your contacts with Cuba, Syria or Sudan described in response to the foregoing comment and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative AMR - 4 Ms. Susan Block U. S. Securities and Exchange Commission June 3, 2013 Page 5 factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Cuba, Syria and Sudan. In response to the Staff’s comment, AMR notes the following: AMR’s contacts with Cuba, Syria and Sudan are quite limited. We do not believe such contacts pose a material investment risk, either quantitatively or qualitatively, to AMR’s investors. AMR’s total consolidated revenues were $6.1 billion in the first quarter of 2013, $24.9 billion in fiscal 2012, $24 billion in fiscal 2011, and $22.2 billion in fiscal 2010. Since 1992, American has operated passenger charter service to Cuba through OFAC licensed TSPs, as discussed more fully in the response to comment 1 above. American does not operate any service to Syria or Sudan. AMR has no assets in or liabilities arising from any of the Three Countries. The revenue received by AMR involving the Three Countries is de minimis, as shown from the chart below. AMR believes such revenues would be viewed as immaterial by investors in light of AMR’s total consolidated revenues. Approximate consolidated revenues of AMR related to the Three Countries are set forth below. 2010 2011 2012 1Q 2013 Cuba $ 6,842,250 $ 9,980,450 $ 13,484,610 $ 3,524,440 Sudan $ 0 $ 0 $ 0 $ 0 Syria $ 0 $ 0 $ 0 $ 0 To the knowledge of AMR’s chief financial officer, general counsel, corporate secretary, and director of investor relations, AMR has not received any comments or questions from investors or securities analysts regarding its very minimal contracts with any of the Three Countries. Likewise, AMR does not believe its contacts with the Three Countries will cause it to be a target of groups with disinvestment or similar initiatives. As a result, AMR believes its limited contacts with the Three Countries do not constitute a factor that a reasonable investor would deem important in making an investment decision. Summary and General Information, page 22 Questions and Answers About the Merger and the US Airways Group 2013 Annual Meeting of Stockholders, page 22 3. We note your revised disclosure in response to our prior comment 8 on page 23 that future issuances of AAG’s common stock that are not related to the merger will be dilutive to all holders of AAG. Please revise to clarify whether you currently have plans regarding such issuances of AAG’s common stock in the near future. AMR - 5 Ms. Susan Block U. S. Securities and Exchange Commission June 3, 2013 Page 6 In response to the Staff’s comment, the disclosures in the Registration Statement on pages 2 and 13 of Amendment No. 2 have been revised. Who will manage AAG after the Merger, page 24 4. We note your response to our prior comment 11 and reissue in part. Please revise to clarify here, if true, that the vote on the adoption of the Merger Agreement may occur prior to the identification of the additional members of the board of directors and executive officers of AAG. We also note in your response that you indicate additional members of the board of directors may be identified and you will revise your proxy statement/prospectus accordingly. Please provide consents for any person that is named as a prospective director in the registration statement. For example, please provide a consent for Douglas Parker. Refer to Rule 438 of the Securities Act. In response to the Staff’s comment, the disclosures in the Registration Statement on pages 4-5, 15-16, 114 and 147-148 of Amendment No. 2 have been revised. Consents for any person that is named as a prospective director in the Registration Statement will be provided and, in response to the Staff’s