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
Note: On February 14, 2013, this communication was distributed to certain customer-facing employees of AMR Corporation.
| 1. | Why is American deciding to merge with US Airways? |
Over the past few months, we conducted an objective and thorough review of scenarios for the future of American and determined that this combination delivers the most value for our stakeholders and the best outcome for our customers and people. As a combined airline – the new American – we will have an expanded network to even better match where customers want to fly and a greater ability to invest in our fleet, our people, modern technologies, and the products and services you value most.
| 2. | What will the new company be called and where will it be located? |
The combined airline will retain the iconic American Airlines brand, one of the most recognized brands in the world, and will be headquartered in Dallas-Fort Worth, with a significant corporate and operational presence in Phoenix.
| 3. | Will you be keeping the new American Airlines look and logo? |
Yes, the combined airline will retain the iconic American Airlines brand, one of the most recognized brands in the world, including the new look and logo revealed in January. At this time, American and US Airways will operate as separate companies and details of the rollout plan for the new American look will be available at a later date.
| 4. | What does this merger mean for customers? |
As a combined airline, we will be equipped to offer our customers an expanded global network with more than 6,700 daily flights to 336 destinations in 56 countries. With continued membership in the oneworld® Alliance, the new American’s customers will have access to an even greater range of destinations, airline choices, and mileage earning and redemption opportunities. We also expect to have enhanced ability to invest in renewing and refreshing our fleet, supplying modern technologies to our people and customers, and providing the products and services that will offer the most connected and comfortable travel experience in the industry.
| 5. | When will the merger be completed? |
The transaction is expected to close in the third quarter of 2013, subject to customary approvals and closing conditions, and you can look to www.aa.com/arriving to keep up with our progress.
| 6. | What does this announcement mean for my AAdvantage Miles or Dividend Miles? Do I need to sign up on for both of these programs? Do I need to use all of my miles before the merger is completed or risk losing them? Can I combine them and use the total miles now? |
Customers can and should continue to book, track and manage flight and travel plans on AA.com, and will continue earning AAdvantage® miles by flying with us and through our oneworld and other eligible airline partners. At this time, each company will maintain its current loyalty programs (American Airlines – AAdvantage® and US Airways – Dividend Miles). Existing miles will be honored.
| 7. | Will American continue to fly to my city? |
The new American will offer optimal schedule options in our existing hubs, providing more options than any other airline across the East Coast and Central U.S. regions. We will expand and further strengthen our network on the West Coast, and enhance our existing loyalty program benefits through more opportunities to earn and redeem miles across the combined network.
| 8. | What destinations does US Airways serve that American does not? |
US Airways offers service to 48 domestic destinations and 14 international destinations not currently served by American including Amsterdam, Athens, and Munich.
| 9. | Will American Eagle be merged with US Airways regional carriers? |
Each of the regional carriers owned by the two airlines – AMR Corporation’s American Eagle and US Airways’ Piedmont and PSA – are expected to continue operating separately. And, Although
they will be operating separately, we expect all regional carriers flying for the new American will eventually fly under the American Eagle name and livery.
| 10. | What are AMR’s plans for American Eagle? |
Before revisiting the topic of divesting Eagle, the combined company must develop a unified view of its regional strategy. It is unlikely this will occur until after the transaction and integration process is complete.
| 11. | Will American Airlines remain part of the oneworld Alliance? |
Yes. With continued membership in the oneworld® Alliance, the new American’s customers will have access to an even greater range of destinations, airline choices, and mileage earning and redemption opportunities.
| 12. | How will international service be affected by the merger? |
American Airlines and US Airways combine two complementary networks, creating easier access to the best destinations throughout the U.S. and around the globe. With continued membership in the oneworld® Alliance, the new American’s customers will have access to an even greater range of destinations, airline choices, and mileage earning and redemption opportunities.
| 13. | What does the merger mean for the joint business relationship American has with British Airways, Iberia, Japan Airlines and Qantas? |
American remains fully committed to its joint business agreements with British Airways and Iberia, Japan Airlines and Qantas. The new combined American Airlines will be a stronger airline with a broader route network bringing even greater benefits to the joint business relationships.
| 14. | What does this mean for my future travel reservations? |
At this time, the airlines will operate as two separate carriers flying schedules as they do today. Customers will not see any changes to their existing travel reservations, and can and should continue to book, track and manage flight and travel plans on AA.com.
| 15. | Can I fly on American with my US Airways ticket or use my US Airways ticket on American? |
At this time, American Airlines and US Airways remain independent airlines and all tickets will be honored as such. If a customer is flying on an American Airlines ticket, that ticket will be valid on American flights.
| 16. | Where will I be able to fly on American in the future that I can’t today? |
The new American will provide increased choices and better options for customers. As a combined carrier, we will offer the most service across the East Coast and Central regions of the U.S., and offer a strengthened network on the West Coast. The combined airline will also bolster American’s industry-leading position in Latin America and offer expanded service for smaller markets around the world.
| 17. | Where can I find out more information about travel to and from my city? |
For updated information about our current destinations and the new American’s expanded global network, please visit www.aa.com/arriving.
| 18. | Will I still receive mileage credit for credit and debit card charges? |
Yes, customers will continue to earn mileage credit.
| 19. | Can I continue to earn and redeem miles for travel awards with other oneworld partners? |
Yes. Customers can continue to earn and redeem mileage for travel awards with our oneworld partners. Ultimately, customers will have continued options for travel and benefits both domestically and internationally through continued membership in the oneworld Alliance. In addition, customers will continue to earn and redeem miles for travel awards with American’s other eligible airline partners.
| 20. | Will I still be able to use my membership at the Admirals Club? |
Yes, customers will still be able to enjoy all the benefits of our Admirals Club memberships and can continue accessing the nearly 40 lounges American offers worldwide. You can download your AAdvantage card on American’s mobile app, which will provide easy access for customers with Club memberships.
| 21. | Will ticket prices increase because of the merger? |
At this time, American and US Airways will continue to operate as two separate airlines. We expect that the combined airline will provide a competitive alternative to domestic and international competitors and enhance alliance competition across the globe as it relates to fare prices.
| 22. | When will I see any changes related to the merger? |
There will be no immediate changes. At this time, customers can continue to book, track and manage flights and travel plans on AA.com, and earn AAdvantage® miles by flying with us and through our oneworld and other eligible airline partners. Existing miles will be honored.
For the most updated information on the new American Airlines, please visit www.newamericanarriving.com.
| 23. | Will American continue investing in fleet renewal efforts, technologies and other products as you have been doing? |
Yes. Together, American Airlines and US Airways plan to create a premier global carrier with an expanded network to even better match where you want to fly with greater ability to invest in our fleet, modern technologies, and the products and services you value most.
We will continue investing in the products and services our customers value, including offering Boeing 777-300ER service to London, taking delivery of our Airbus aircraft later this year, being the only airline to offer fully lie-flat First and Business Class seats on transcontinental routes, increasing connectivity across our fleet with Wi-Fi installations and refreshing our airports among other customer-focused benefits.
| 24. | Will American continue to take delivery of the aircraft it ordered in July 2011? |
Yes, the combined airline will benefit from American’s landmark agreements with Airbus and Boeing, designed to transform the new American Airlines fleet and solidify its fleet plan into the next decade.
During the next four years, the combined airline is planning to take delivery of 607 new aircraft, including 517 narrowbody aircraft and 90 widebody international aircraft, most of which will be equipped with advanced in-seat inflight entertainment systems offering thousands of hours of programming, inflight Wi-Fi, and Main Cabin Extra, offering customers 4 – 6 inches of additional legroom in the Main Cabin.
| 25. | Does US Airways offer a premium economy product like Main Cabin Extra? In-seat IFE? |
US Airways does not offer a premium economy product that offers additional legroom but the airline does offer ChoiceSeats, similar to American’s Preferred Seats product, where customers can choose a seat closer to the front of the plane to allow for easy boarding and deplaning.
American’s Main Cabin Extra product – which allows customers 4 – 6 inches of additional legroom – is currently available for purchase on American’s fleet of 767-300, 757 and 777-300ER aircraft. We will continue to add Main Cabin Extra to additional aircraft, with completion of the majority of our planes targeted throughout 2013.
| 26. | Does US Airways offer inflight Wi-Fi on its domestic fleet? On its international fleet? |
Yes, US Airways currently offers a domestic inflight Wi-Fi product on approximately 81 percent of its domestic fleet and is working to install additional Airbus A319, A320 and A321 aircraft with Wi-Fi and video this fall. The Embraer 190, 170 and 175 aircraft are being equipped with internet also.
| • | All of US Airways’ Airbus A321 aircraft are equipped with Gogo internet |
| • | US Airways is adding entertainment on demand to its Airbus A319, A320 and A321 aircraft |
| • | Gogo internet service is expanding to US Airways’ Embraer 190, 170 and 175 aircraft |
American currently offers Wi-Fi on approximately 88 percent of its domestic fleet including the entire fleet of 767-200s and existing B737s, in addition to select MD-80 and 757 aircraft. The airline intends to reach 95 percent of the fleet to be equipped with Wi-Fi by the end of the year.
In addition, American also introduced an international Wi-Fi product earlier this year onboard the new Boeing 777-300ER aircraft.
| 27. | When will American start retrofitting its existing 777-200 and 767-300 aircraft to include fully lie-flat premium seating? |
Similar to US Airways’ international Envoy service, American will also retrofit existing 777-200 and 767-300 aircraft to include fully lie-flat premium seating beginning in 2014 in an effort to provide a consistent experience for customers flying on the combined carrier.
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.