8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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:  February 1, 2012

AMR CORPORATION

(Exact name of registrant as specified in its charter)

          Delaware                                 1-8400                                  75-1825172       

(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))

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Item 8.01.                      Other Events

On February 1, 2012, AMR Corporation and American Airlines, Inc. issued a press release regarding certain restructuring matters.  A copy of the press release is attached hereto as Exhibit 99.1.

Also on February 1, 2012, AMR Chairman and CEO Tom W. Horton released a letter regarding the aforementioned restructuring matters.  A copy of the letter is attached hereto as exhibit 99.2.

Item 9.01.                      Financial Statement and Exhibits

Exhibit

Number                                                                Description

99.1                                                      Press release dated February 1, 2012.

99.2                                                      Letter from Tom W. Horton dated February 1, 2012.

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.

AMR CORPORATION

/s/ Kenneth W. Wimberly

Kenneth W. Wimberly

Corporate Secretary

Dated:  February 1, 2012

EXHIBIT INDEX

Exhibit 99.1   99.2   Description Press release dated February 1, 2012.   Letter from Tom W. Horton dated February 1, 2012.

EX-99.1

CONTACT:        Corporate Communications

Fort Worth, Texas

817-967-1577

mediarelations@aa.com

FOR RELEASE: Wednesday, Feb. 1, 2012

AMERICAN AIRLINES OUTLINES PLAN TO RESTORE ITS INDUSTRY LEADERSHIP, PROFITABILITY AND GROWTH

Targets $3 Billion in Annual Financial Improvement by 2017

Requires Significant Cost Reductions,

Including Employee-Related Savings across All Work Groups

FORT WORTH, Texas – American Airlines, a wholly owned subsidiary of AMR Corporation, today outlined a business plan to transform the airline and restore it to industry leadership, profitability and growth. The plan targets an annual financial improvement of more than $3 billion by 2017, including $2 billion in cost savings and $1 billion in revenue enhancements. The additional cash flow will enable American to renew its fleet and to invest several hundred million dollars per year in ongoing improvements in products and services to deliver a world-class travel experience for customers. The improved cash flow will also allow American to further reduce its debt and become financially stronger in the years after its emergence from the restructuring process.

Tom Horton, Chairman and Chief Executive Officer, said, “American Airlines is moving forward decisively. The plan we are outlining today provides the framework for a new American Airlines, positioned to succeed in an intensely competitive industry that has been transformed by our competitors’ recent restructurings. Just as other airlines have done and will continue to do, we must invest restructuring-related cost savings in ongoing innovation and customer service improvements that drive revenue. The airlines that have failed to adapt to these changes are no longer in business. Change will be difficult, particularly as we will be ending this process with fewer people, but it is a necessity. American is ready to compete and win.”

Horton further noted that in connection with the implementation of American’s business plan, the company intends to engage in appropriate negotiations with its economic stakeholders and union representatives and seek necessary Bankruptcy Court approvals.

Restructuring – Non-Employee Cost Reductions

American’s plans build on initiatives already in place that reduced costs significantly over the past several years, including major changes to its route structure, network, capacity and fleet. Utilizing the benefits of the restructuring process, American intends to realize additional savings over the next six years by restructuring debt and leases, grounding older planes, improving supplier contracts, and undertaking other initiatives.

A central element of American’s transformation is the overhaul of its fleet, which will reduce fuel, maintenance, and financing costs, and provide improved profitability and growth over time, by enabling American to better match the right equipment to the right routes.

Necessary Reduction of Employee Costs

A fundamental element of American’s plan, which is designed to allow it to exit restructuring and vigorously compete and win, includes employee cost reductions across all work groups. American informed employees earlier today that all groups, including management, must reduce their total costs by 20 percent. While the savings from each work group will be achieved somewhat differently, the plan provides that each will experience the same percentage reduction. These reductions would result in average annual employee-related savings of $1.25 billion from 2012 through 2017.

As described in its internal announcements today, American’s business plan and proposals encompass a total reduction of approximately 13,000 employees. Included in the total employee impact is the expected result of a previously launched redesign of American’s management and support staff structure that will reduce 15 percent of management positions. Consistent with the approach taken by other major airlines in their restructurings, American’s plan also includes:

·   Outsourcing a portion of American’s aircraft maintenance work, including seeking closure of the Fort Worth Alliance Airport (AFW) maintenance base, and certain airport fleet service clerk work;

·   Removing major structural barriers to operational flexibility, such as restrictions on codesharing and regional flying

·   Introducing work rule changes to increase productivity.

American also said it will seek Bankruptcy Court approval to terminate its defined benefit pension plans. If the plans are terminated, American will contribute matching payments in a 401(k) plan. American also will seek to discontinue subsidizing future retiree medical coverage for current employees, but will offer access to these plans if employees choose to pay for them. American also proposes to implement common medical plans and contribution structures across all active employee groups.

“These are painful decisions,” Horton continued, “but they are essential to American’s future. We will emerge from our restructuring process as a leaner organization with fewer people, but we will also preserve tens of thousands of jobs that would have been lost if we had not embarked on this path – and that’s a goal worth fighting for. By reinvesting savings back into our business, we will support job growth, including growth at our suppliers and partners over the long run. Only a successful, profitable and growing American Airlines can provide stability and opportunity for our people.”

Revenue Improvements and Profit Sharing

With financial and operational flexibility and an improved cost and capital structure, American also plans to drive revenue growth by:

·   Renewing and optimizing its fleet by investing an average of about $2 billion per year in new aircraft, so that by 2017 American’s mainline jet fleet will be the youngest in North America, with the versatility to better match aircraft size to its markets. This step is central to American’s transformation, as it means more profitable flying due to markedly improved fuel and maintenance costs and higher revenue generation.

·   Building network scale and alliances by increasing departures across American’s five key markets – Dallas/Fort Worth, Chicago, Miami, Los Angeles and New York – by 20 percent over the next five years, and by increasing international flying.

·   Modernizing its brand, products and services by investing several hundred million dollars per year in enhancements to the customer experience that will, once again, make American the premier airline of high-value customers.

In order to ensure that employee performance is rewarded and aligned with American’s future success, the company envisions putting in place a profit sharing plan which, beginning with the first dollar of pre-tax income, would pay awards totaling 15 percent of all pre-tax income.

“We have an extraordinary opportunity to create a new world-class airline, with a leaner, customer-focused culture of accountability and high performance. The best way for us to achieve this – and ensure that we are in control of our own future – is to make the necessary changes, complete our restructuring quickly, and continue working hard to put American Airlines back in a position of industry leadership,” Horton concluded.

Forward Looking Statement

This press release contains "forward-looking statements." These statements are based on AMR management's current expectations and assumptions, and as such involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those that the company now anticipates — both in connection with the Chapter 11 filings and AMR's business and financial prospects. Statements of management's expectations, including its desire to successfully restructure in order to return the company to long term viability and financial strength, to compete effectively in the marketplace, to cut costs and to restore profitability, are based on current assumptions and expectations. No assurance can be made that these events will come to fruition. Readers are referred to the documents filed by the company with the Securities and Exchange Commission, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in this release. Those risks include, without limitation, the potential impact of volatile and rising fuel prices. The company disclaims any obligation to update any forward-looking statements.

About American Airlines

American Airlines, American Eagle and the AmericanConnection® carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. American’s award-winning website, AA.com®, provides users with easy access to check and book fares, plus personalized news, information and travel offers. American Airlines is a founding member of the oneworld® alliance, which brings together some of the best and biggest names in the airline business, enabling them to offer their customers more services and benefits than any airline can provide on its own. Together, its members and members-elect serve more than 900 destinations with more than 10,000 daily flights to 149 countries and territories. American Airlines, Inc. and American Eagle Airlines, Inc. are subsidiaries of AMR Corporation. AmericanAirlines, American Eagle, AmericanConnection, AA.com, and AAdvantage are trademarks of American Airlines, Inc. AMR Corporation common stock trades under the symbol “AAMRQ” on the OTCQB marketplace, operated by OTC Markets Group.

AMR Corporation, and certain of its United States-based subsidiaries, including American Airlines, Inc. and AMR Eagle Holding Corporation, filed voluntary petitions on Nov. 29, 2011 for Chapter 11 reorganization in the U.S. Bankruptcy Court for the Southern District of New York. More information about the Chapter 11 filing is available on the Internet at http://www.aa.com/restructuring.

###

Current AMR Corp. news releases can be accessed at http://www.aa.com

EX-99.2

CONTACT:         Corporate Communications

Fort Worth, Texas

817-967-1577

mediarelations@aa.com

FOR RELEASE: Wednesday, Feb. 1, 2012

AMR CEO TOM HORTON SENDS LETTER TO AMERICAN AIRLINES EMPLOYEES

FORT WORTH, Texas – Tom Horton, Chairman and Chief Executive Officer of AMR Corporation, today sent the following letter to all American Airlines employees:

Dear American Team:

Several weeks into our restructuring process we continue to make progress on a comprehensive plan to restore American to industry leadership, profitability, and growth. From my travels around the system and talking with so many of our folks, I know the fierce commitment we all share to making American a winner again. Today, I want to share with you the framework for the next steps on our path to transform American – not just to compete, but to win.

Change – a necessity, not a choice

As you know, our major competitors have used the restructuring process to overhaul their companies and become more competitive in every aspect of their business. Last week, these airlines announced their financial results, which highlighted, once again, a widening profit gap. Network carriers have benefited from investing their restructuring-driven profits in products and services that have helped drive revenue growth. And low cost airlines continue to benefit from the cost efficiency that has made them a force in our industry.

Now it is time for American to move forward on a decisive path. We are going to use the restructuring process to make the necessary changes to meet our challenges head on and capitalize fully on the solid foundation we’ve put in place.

Success – achievable goals, profits and growth

The key to our successful restructuring is a business plan with a clear objective. And that is to make American a world-class global airline – America’s flag carrier – that is competitive, profitable and growing. To do this, we must consistently deliver:

·   A superior customer experience that earns loyalty and drives revenue

·   A work environment that recognizes excellence and rewards success

·   Attractive financial returns for our investors and stakeholders

With financial and operational flexibility and an improved cost and capital structure, we plan to:

·   Renew and optimize our fleet by investing an average of about $2 billion per year in aircraft, so that by 2017 American’s mainline jet fleet will be the youngest in North America, with the versatility to match aircraft size to the markets we serve. This step is central to our transformation and means more profitable flying due to markedly improved fuel and maintenance costs, and higher revenue generation.

·   Build the scale of our network and alliances by increasing departures across American’s five key markets – Dallas/Fort Worth, Chicago, Miami, Los Angeles and New York – by 20 percent over the next five years, capitalizing on our loyal customer base and world-class alliance partners, and increasing international flying.

·   Modernize our brand, products and services by investing several hundred million dollars per year in enhancements that will, once again, make American the premier airline of high-value customers.

Our business plan demonstrates that we can achieve and sustain our objectives. Ultimately, we plan to achieve a $3 billion annual improvement, including:

·   Revenue improvements of $1 billion per year through network scale, fleet optimization, and product improvements.

·   Cost savings of over $2 billion, from restructuring debt and leases, grounding older planes, improving supplier contracts and other initiatives, and necessary employee-related changes.

Importantly, these financial improvements not only support our planned investments in our fleet, product and brand; they also enable us to further reduce our debt, becoming financially stronger so that American will be resilient and able to withstand future unforeseen events.

Success requires tough changes

The restructuring process allows us to spread the effects of cost savings as broadly and evenly as possible, but there is no avoiding the fact that the cost reductions will be deep. And there is no sugarcoating the effect on our people. Three principles will guide our approach:

·   Commitment to success – We have thoroughly analyzed the competition and the industry and what we must achieve is crystal clear. Competing and winning requires a financial improvement of more than $3 billion, and that, in turn, requires significant savings in employee-related costs – of more than $1.25 billion per year.

·   Fair and equitable – All workgroups will have total costs reduced by 20 percent, including management. While the savings from each work group will be achieved somewhat differently, each will experience the same percentage reduction.

·   Performance is rewarded – At American, everyone should be recognized for their contributions, aligned with overall company performance, and sharing in American’s success. That is why we envision a Profit Sharing plan that, beginning with the first dollar of pre-tax income, would pay awards totaling 15 percent of all pre-tax income.

I take full ownership of our business plan. It is very important, too, that we are all sure that the proposed changes are appropriate for each part of the company. In developing this plan I asked each business leader – Jim Ream, John Hale, and their colleagues in Operations, Tom Del Valle and his team in Airports, Craig Kreeger and Lauri Curtis in Customer Experience, and others – to take responsibility for the specific changes necessary to make American competitive and successful in each of their respective areas. I know you are concerned about how all of this will affect you. I have also asked each of these leaders to actively and directly communicate those changes to you. You will hear more detail later today as we share it with our union workgroups, and we will have more information for our non-union groups in weeks to come as we address feedback from them.

While we are now firmly on a path to a successful growing future, we must acknowledge the near-term pain these changes will require. That’s especially true because we will end this journey with many fewer people. But we will also preserve tens of thousands of jobs that would have been lost if we had not embarked on this path – and that’s a goal worth fighting for. As I’ve said before, our objective is to create the best outcome for the greatest possible number of people.

Renewal – risks and challenges

We have an extraordinary opportunity to create a new world-class airline, but we are also at great risk during this time. You have likely read or heard reports that there are those who wish to shrink our airline, close hubs or acquire our company or assets – all for the benefit of their own stakeholders. Still others may favor a breakup of American. I do not believe any of these outcomes are in the best interests of American, our people, or our stakeholders. But as I have said since the start of this process, there will be many parties with input into the outcome of our restructuring. The best way for us to assure that we are in control of our own future is to make the necessary changes, complete our restructuring quickly, and continue working hard to position American as a world-class competitor.

Another risk comes from within. Divisive and destructive rhetoric of the past has not served American or its people well, and indeed has only served to strengthen our competitors. Believe me, our competitors see an opportunity to take advantage of any internal uncertainty or instability. This is a moment when such discord can have profound consequences. It is time to turn the page and open a new chapter for American.

The world has changed around us and this is our moment to adapt or lose the opportunity forever. Our industry is now defined by the changes our competitors made in restructuring to secure their futures, and the landscape is littered with those airlines that failed to change. Only a successful, profitable, and growing American can provide a secure future and opportunity for our people.

We are moving fast and it will take all our dedication, focus, and energy to get this done – and I will give it all of mine. I thank you again for standing tall and doing a fine job for our customers during this especially challenging time. That winning attitude is why I believe we have what it takes to put American back on top.

Sincerely,

Tom

Forward Looking Statement

This press release contains "forward-looking statements." These statements are based on AMR management's current expectations and assumptions, and as such involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those that the company now anticipates — both in connection with the Chapter 11 filings and AMR's business and financial prospects. Statements of management's expectations, including its desire to successfully restructure in order to return the company to long term viability and financial strength, to compete effectively in the marketplace, to cut costs and to restore profitability, are based on current assumptions and expectations. No assurance can be made that these events will come to fruition. Readers are referred to the documents filed by the company with the Securities and Exchange Commission, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in this release. Those risks include, without limitation, the potential impact of volatile and rising fuel prices. The company disclaims any obligation to update any forward-looking statements.

About American Airlines

American Airlines, American Eagle and the AmericanConnection® carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. American's award-winning website, AA.com®, provides users with easy access to check and book fares, plus personalized news, information and travel offers. American Airlines is a founding member of the oneworld® alliance, which brings together some of the best and biggest names in the airline business, enabling them to offer their customers more services and benefits than any airline can provide on its own. Together, its members and members-elect serve more than 900 destinations with more than 10,000 daily flights to 149 countries and territories. American Airlines, Inc. and American Eagle Airlines, Inc. are subsidiaries of AMR Corporation. AmericanAirlines, American Eagle, AmericanConnection, AA.com, and AAdvantage are trademarks of American Airlines, Inc. AMR Corporation common stock trades under the symbol “AAMRQ” on the OTCQB marketplace, operated by OTC Markets Group.

AMR Corporation, and certain of its United States-based subsidiaries, including American Airlines, Inc. and AMR Eagle Holding Corporation, on Nov. 29 filed voluntary petitions for Chapter 11 reorganization in the U.S. Bankruptcy Court for the Southern District of New York. More information about the Chapter 11 filing is available on the Internet at http://aa.com/restructuring.

###

Current AMR Corp. news releases can be accessed at http://www.aa.com