 Filed
by
AMR
Corporation
Commission
File
No.
1-8400
Pursuant to
Rule
425
Under
the
Securities
Act
of
1933
And
Deemed
Filed
Pursuant
to
Rule
14a-12
Under
the
Securities
Exchange
Act
of
1934
Subject
Company:
US
Airways
Group,
Inc.
Commission
File
No.
001-8444
The attached presentation was made to the Miami-Dade Chamber of Commerce on
March 22, 2013. |
 American Airlines
Art Torno
Vice President-
Mexico, Caribbean and Latin America |
 Additional Information and Where To Find It
This communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval.
The proposed merger transaction between AMR Corporation (“AMR”) and US Airways Group,
Inc. (“US Airways”) will be submitted to the stockholders of US Airways
for their consideration. AMR expects to file with the Securities and
Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a prospectus of
AMR and a proxy statement of US Airways, and US Airways expects to file with the
SEC a definitive proxy statement on Schedule 14A. AMR and US Airways
also plan to file other documents with the SEC regarding the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF US AIRWAYS ARE URGED TO READ THE PROXY STATEMENT,
PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the proxy
statement, prospectus and other documents containing important information about
AMR and US Airways, once such documents are filed with the SEC, through the
website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by US Airways, when and if available, can be
obtained free of charge on US Airways’ website at www.usairways.com or
by directing a written request to US Airways Group, Inc., 111 West Rio Salado
Parkway, Tempe, Arizona 85281, Attention: Vice President, Legal Affairs.
Copies of the documents filed with the SEC by AMR, when and if available,
can be obtained free of charge on AMR’s website at www.aa.com or by directing a written
request to AMR Corporation, P.O. Box 619616, MD 5675, Dallas/Fort Worth
International Airport, Texas 75261-9616, Attention: Investor Relations
or by emailing investor.relations@aa.com. US Airways, AMR and certain of
their respective directors, executive officers and certain members of management may
be deemed to be participants in the solicitation of proxies from
the stockholders of US Airways in connection with the
proposed transaction. Information about the directors and executive officers
of US Airways is set forth in its proxy statement for its 2012 annual
meeting of stockholders, which was filed with the SEC on April 27,
2012. Information about the directors and executive officers of AMR is
set forth in its Annual Report on Form 10-K for the fiscal year ended
December 31, 2011, which was filed with the SEC on February 15, 2012. These
documents can be obtained free of charge from the sources indicated
above. Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the prospectus and proxy statement and other
relevant materials when and if filed with the SEC in connection with the proposed transaction. |
 Cautionary Statement Regarding Forward-
Looking Statements
This document includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements may be identified by words such as
“may,”
“will,”
“expect,”
“intend,”
“anticipate,”
“believe,”
“estimate,”
“plan,”
“project,”
“could,”
“should,”
“would,”
“continue,”
“seek,”
“target,”
“guidance,”
“outlook,”
“forecast”
and other similar words. These
forward-looking
statements
are
based
on
AMR’s
and
US
Airways’
current
objectives,
beliefs
and
expectations, and they are subject to significant risks and uncertainties that may
cause actual results and financial position and timing of certain events to
differ materially from the information in the forward- looking
statements. The following factors, among others, could cause actual results and financial
position and timing of certain events to differ materially from those described in
the forward-looking statements:
failure
of
a
proposed
transaction
to
be
implemented;
the
challenges
and
costs
of
closing,
integrating, restructuring and achieving anticipated synergies; the ability to
retain key employees; and other
economic,
business,
competitive,
and/or
regulatory
factors
affecting
the
businesses
of
US
Airways
and AMR generally, including those set forth in the filings of US Airways and AMR
with the SEC, especially in the “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations”
sections of their respective annual reports on Form 10-K and quarterly reports
on Form 10-Q, their current reports on Form 8-K and other SEC
filings, including the registration statement, proxy statement and
prospectus. Any forward-looking statements speak only as of the date hereof or as
of the dates indicated in the statements. Neither AMR nor US Airways assumes
any obligation to publicly update or supplement any forward-looking
statement to reflect actual results, changes in assumptions or changes in
other factors affecting these forward-looking statements except as required
by law. |
 Agenda
1.
One Community One Goal Update
2.
American Airlines Overview
3.
Miami Hub: A story of Growth
4.
American Airlines’
Commitment to Diversity
5.
Supplier Diversity: How can we work together? |
 Miami-Dade Chamber of Commerce
One Community One Goal Update |
 6
One Community One Goal
-
Given extreme changes in the global economy and competition
from cities throughout the world for new investment and job creation
a comprehensive strategic plan was needed.
-
A community-wide effort that has rallied our top leaders from
business, education, and government around one goal: creating jobs
for this community’s future.
-
Creation of a Target Industry Five-Year Strategic Plan which
launched implementation in 2012.
One Community One Goal (OCOG) |
 7
1)
Education and Workforce
2)
Physical Infrastructure
3)
Entrepreneurship and Innovation
4)
Business Climate and Public Policy
5)
Economic Development Marketing
Recommendations
One Community One Goal (OCOG) |
 8
Aviation
Creative Design
Hospitality &
Tourism
Information
Technology
•
Aircraft Parts &
MRO
•
Assembly &
Manufacturing
•
Composite Shops
•
Flight Simulation &
Training
•
Advertising &
Marketing
•
Architecture &
Engineering
•
Fashion / Lifestyle
•
Industrial Design
•
Music, Film, TV
Production & Digital
Content
•
Cruise Tourism
•
Cultural Arts
•
High Income
International
Tourists
•
Medical Tourism
•
Meetings,
Conventions, &
Conferences
•
Tourism IT
•
Back Office Support
& IT
•
Computational
Science & Health IT
•
Data Centers
•
Digital Content
•
Logistics IT
•
Mobile Applications
•
Simulation
Technology
•
Tourism IT
International
Banking & Finance
Life Sciences &
Health Care
Trade & Logistics
•
International Banks
•
International
Insurance & Wealth
Management
•
Maritime Services &
Trade Finance
•
Mobile Applications
•
Technical Customer
Support & Back
Office
•
Venture Capital &
Private Equity
•
Agricultural
Sciences
•
Back Office
Operations
•
Biologics
•
Computational
Science & Health IT
•
Medical Devices
•
Medical Tourism
•
Pharmaceuticals
•
Distribution Centers
•
Logistics IT
•
Maritime Services &
Trade Finance
•
Perishables
•
Value-Added Services
–
Assembly & Kitting |
 9
Results and Tracking
I.
TRACKING & REPORTING COUNTYWIDE JOB CREATION 2012-2017
A.
75,000 total new jobs Countywide
B.
27,000 total in Target Industries
II.
BEACON COUNCIL RECRUITMENT & EXPANSION REPORTING
A.
Revised Project Tracking Systems to report completed project results by
Target Industry, including job creation, square footage and investment
metrics B.
Active Project reports by Target Industry
C.
Local Business Local Jobs visitations by Target Industry
One Community One Goal (OCOG) |
 10
•
Academic Leaders Council (ALC)
•
Miami-Dade County Public Schools Career Academies
•
The Beacon Council New Leaders Taskforce
•
Miami Accelerator Project
•
Right Space Innovation Center
•
PortMiami infrastructure improvements
•
Miami International Airport (MIA) improvements
•
Entrepreneurship and Innovation developments
•
Small, Medium and Large Business Engagement
OCOG Progress
One Community One Goal (OCOG) |
 American Airlines Update |
 12
Combination will create three similarly sized,
competitive global network carriers
Source: Full Year 2012 Consolidated ASMs, as reported
Southwest and others also provide competition in the marketplace
2012 Consolidated Available Seat Miles
US Airways / AA Merger
Global Network Carrier
248.8
230.4
166.2
88.4
254.6
248.8
230.4 |
 13
Diio 2013 published schedules as of January 25, 2013
US Airways / AA Merger
Complementary Domestic Network
Domestic Network
218 Destinations
682 Routes |
 •
•
MIDT premium passenger bookings
Diio 2013 published schedules as of January 25, 2013
14
US to World ASM Share
US Airways / AA Merger
A stronger oneworld alliance
one
world
26%
SkyTeam
30%
Star 45%
BEFORE
one
world
34%
SkyTeam
30%
Star 36%
AFTER
1,300
1,400
1,700
2,300
2,300
2,500
2,500
4,200
Frankfurt
Seoul
Paris
Singapore
Hong Kong
New York
Tokyo
London
Largest Worldwide Premium
Destinations
International Premium Passengers Per Day Each Way
A combination will create a more equal alliance share in the United
States, offering robust competition in the global marketplace
world
is
the
preferred
alliance
for
premium
customers
one |
 15
Source: Delta.com, United.com pulled on January 25, 2013
* Subject to overlap between current programs
•
•
Total Frequent Flyer Program Members
(millions)
US Airways / AA Merger
Creates the Industry’s Largest Loyalty Program
101*
90
74
71
30
90
74
Members to benefit from improved opportunities to earn and redeem miles
across the combined network
US Airways members join AAdvantage
®
, the first and best developed loyalty
program in the world |
 American’s Strategic Building Blocks
16
•
Concentrate our network and assets into five key markets and
remain one of the world’s largest airlines
•
Broaden and deepen our alliance relationships through joint
ventures and alliance expansion
•
Build a long-term fleet plan sufficient for both replacement and
growth
•
Modernize our brand and products
•
Achieve a competitive cost structure to drive profitable growth from
our five hubs |
 98% of AA’s
capacity is concentrated in its five hubs Well Developed, Strategically Focused
Domestic Network
17
18.9
12.8
9.5
6.4
6.0
5.9
5.6
5.6
5.3
4.6
New York
Los Angeles
Chicago
Dallas / Ft Worth
Philadelphia
Houston
Washington
Miami
Atlanta
Boston
U.S. Metropolitan Population
(millions) |
 Our
Expanding Global Network AA’s
one
world
and
Codeshare/Frequent
Flyer
Partners
18 |
 Unique
and Transformational Aircraft Order Plans 19
Firm Orders
Options
B737 Family
138
40
B737 Family MAX
100
60
B777 Family
16
B787 Family
42
58
Total Boeing
296
158
A320 Family
130
85
A320 Family NEO
130
280
Total Airbus
260
365
Grand Total
556
523 |
 Youngest Fleet in Just 5 Years
20
Source: Ascend; based on currently available/published Fleet Plans
12.5
12.7
16.0
14.9
~ 9.3
United
2011
US Airways
2011
Delta
2011
American
2011
American
2017
Average Mainline YE Fleet Age
(in years) |
 21
Inspired by our proud past, our new
look symbolizes our passion for
progress by incorporating the colors
and symbols you've come to
associate with American.
The new look and feel of our planes is
a bold symbol of our origin and our
name, while the updated exterior
reflects the innovative spirit of modern
America. The transformation
continues on the inside, as we bring
you a more modern, comfortable and
connected experience throughout the
entire aircraft.
Brand Modernization |
 Product
Investments Reflect Brand Modernization 22
We are refreshing and modernizing our brand and customer products
and services in three primary areas:
Fleet modernization
Connectivity
Premium enhancements
We plan to make substantial investments with the overarching objective
of making American the premier airline for high-value customers
•
American was the first U.S. airline to order the 777-300ER and we
offer a three class cabin configuration. The inaugural flight was from
Dallas/Ft.
Worth
to
Sao
Paulo
on
January
31
st
. |
 Offer A
Superior Customer Experience 23 |
 American’s Miami Hub:
A Story of Growth |
 Destinations
114
Daily Flights
328 |
 26
American Airlines Miami Hub
Daily Departures
350.0
300.0
250.0
200.0
150.0
100.0
50.0
0.0
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
206
214
225
230
239
242
248
250
271
312
328 |
 27
American Airlines Miami Hub
Enplaned / Deplaned Passengers
27.0
24.0
21.0
18.0
15.0
12.0
9.0
6.0
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
3.0
0.0
15.8
16.4
17.9
19.7
21.2
22.3
22.9
22.4
23.4
24.7
25.8 |
 AA
Miami Hub 28
We launched
several new routes in 2012…
–
Miami to Barcelona
April 2012
–
Miami to Seattle
June 2012
–
Miami to Manaus
June 2012
–
Miami to Asuncion
November 2012
–
Miami to Roatán
November 2012
–
Miami to Fort-de-France
April
–
Miami to Pointe-a-Pitre
April
–
Miami to San Diego
June
–
Miami to Curitiba
December
–
Miami to Porto Alegre
December
and have plans to launch these new routes in 2013…
|
 AA
Miami Hub (cont.) 29
New
North
Terminal
–
A
World
Class
Facility:
-
New Customs facility can process 2,000 customers per hour
-
New baggage handling system
-
Hand held baggage screening technology
-
Global Entry
-
TSA –
Trusted Traveler Program
-
Additional Gates |
 American Airlines’
Commitment to Diversity |
 American
Airlines Diversity Achievements
31
2013 –
DiversityBusiness.com, the nation's leading multicultural business
website, named David Campbell, Vice President Safety & Operations
Performance as an honoree for its "Champions of Diversity Award".
2012 –
American named Best of the Best Diversity Employer by
DiversityComm, Inc. and its three diversity magazines. The evaluations
integrate findings by each magazine independently to identify "Best of the
Best" in relation to outreach and accessibility to the female,
Hispanic/Latino, and African-American population.
2012 –
Dionne Lawson-Vidal, Manager, MCLA Purchasing, was honored
during the recent South Florida Minority Supplier Diversity Council
(SFMSDC) recognized for outstanding support of the Council where
she is
on the board of directors.
2012 –
MBN USA Magazine Names 2012 Ambassadors for Supplier
Diversity –
American Airlines –
Robin Pulford.
•
•
•
•
American Airlines is proud of its commitment in the African American
community |
 32
American Airlines
Diverse Strategic Partnerships
Food
management
giant
–
Sodexo
formed
a
strategic
alliance
with
Magic
Johnson
Enterprises,
resulting
in
SodexoMAGIC.
SodexoMAGIC provides the food and beverage service to
Admirals Club lounges in the U.S.
Heritage Link Brands is the largest importer of black-produced
wines from Africa in North America. The 2012 House of Mandela
Thembu Collection Sauvignon Blanc is now featured onboard
International First and Business Class.
Award-winning chef, cookbook author and food activist, Marcus
Samuelsson,
is
one
of
American
Airlines’
talented
celebrity-
consulting chefs. The Yes, Chef author features his signature
Marcus Samuelsson items available on all Food For Sale flights.
|
 Diversified Supplier Program at American
33
The Diversified Supplier Program affords quality minority/women-
owned, diverse and small businesses the opportunity to participate
as potential suppliers of products and services for American Airlines
Do you qualify?
To participate in the American Airlines Diversified Supplier Program,
a business must be at least 51% owned, controlled and operated by
one or more of the following:
•
African Americans
•
Asian Americans
•
Hispanic Americans
•
Native Americans
•
Women
•
LGBT
•
Veterans & Service Disabled Veterans |
 Diversified Supplier Program at American
34
Company status must be validated by a third-party agency or council, or
be certified from a qualified agency, such as:
•
Small Business Administration
•
Affiliates of the National Minority Supplier Development Council
•
Affiliates of the Women’s Business Enterprise National Council
•
National Gay & Lesbian Chamber of Commerce
•
Other city, state and national agencies
How to Register:
See Dionne Lawson-Vidal for information
Visit www.aa.com/supplierdiversity
and complete the online Business Profile. |
 35 |