Guarantees

9 Months Ended

Sep. 30, 2011

Guarantees

Guarantees

11. On August 11, 2011, AMR Eagle filed a Form 10 registration statement (subsequently amended on September 26, 2011 and October 6, 2011) with the Securities and Exchange Commission in connection with a potential spin-off of AMR Eagle. While Eagle and Executive are expected to continue to operate all of the jet aircraft they now operate, those aircraft and the associated indebtedness are being transferred to American. AMR currently guarantees the indebtedness relating to each jet aircraft and AMR will continue to guarantee such indebtedness following American's purchase of the jet aircraft. Ownership of the jet aircraft would provide American control over the regional aircraft that are pivotal to its network and would protect AMR's position as guarantor of the debt. The AMR Eagle spin-off is not expected to have a material impact on AMR's operating results.

In connection with a spin-off, AMR would allocate a portion of its net operating loss ("NOL") carryover balance for U.S. Federal income tax purposes to AMR Eagle. Following the spin-off, approximately $800 million of the $6.7 billion NOL carryover balance would be allocated to AMR Eagle. Further, the fleet transfer from AMR Eagle to American would result in a $1.1 billion reduction in the Company's NOL carryover balance, which would be effectively restored through future tax depreciation. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Recent Events – AMR Eagle Divestiture" for further information on this event.

The spin-off of Eagle would be subject to certain conditions, including U.S. Securities and Exchange Commission (SEC) clearance, receipt of regulatory approvals, an opinion from tax counsel and a favorable ruling from the Internal Revenue Service regarding the tax-free status of the spin-off to AMR shareholders, execution of inter-company agreements and approval by AMR's board of directors. Stockholder approval of the spin-off is not required. While AMR Corporation has taken this step toward a spin-off of Eagle, the timing of any spin-off could be dependent on market conditions and other factors, and is therefore uncertain. In addition, AMR could decide to retain Eagle, or the divestiture of Eagle could take another form, such as a sale.