ar120810k.htm
United
States
Securities
and Exchange Commission
Washington, D.C.
20549
Form
10-K
þ Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the
fiscal year ended December 31, 2008
¨ Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Commission
File Number: 1-8400
AMR
Corporation
(Exact
name of registrant as specified in its charter)
Delaware
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75-1825172
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(State
or other jurisdiction of
incorporation
or organization)
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(IRS
Employer
Identification
Number)
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4333
Amon Carter Blvd.
Fort
Worth, Texas 76155
(Address
of principal executive offices, including zip code)
(817)
963-1234
(Registrant’s
telephone number, including area code)
_____________________________
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Name
of Exchange on Which Registered
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Common
Stock, $1 par value per share
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New
York Stock Exchange
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9.00%
Debentures due 2016
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New
York Stock Exchange
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7.875%
Public Income Notes due 2039
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New
York Stock Exchange
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Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
þ
Yes ¨
No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
¨
Yes þ
No
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. þ Yes ¨ No
Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of the registrant’s
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of “accelerated filer,” “large accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large Accelerated Filer
þ Accelerated
Filer ¨
Non-accelerated Filer ¨ Smaller
reporting company ¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). ¨
Yes þ
No
The
aggregate market value of the voting stock held by non-affiliates of the
registrant as of June 30, 2008, was approximately $1.3 billion. As of
February 11, 2009, 279,005,677 shares of the registrant’s common stock were
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Part III
of this Form 10-K incorporates by reference certain information from the Proxy
Statement for the Annual Meeting of Stockholders to be held May 20,
2009.
ITEM
1. BUSINESS
AMR
Corporation (AMR or the Company) was incorporated in October
1982. AMR’s operations fall almost entirely in the airline
industry. AMR's principal subsidiary, American Airlines, Inc.
(American), was founded in 1934. At the end of 2008, American
provided scheduled jet service to approximately 150 destinations throughout
North America, the Caribbean, Latin America, Europe and Asia.
American, AMR Eagle Holding Corporation (AMR
Eagle) and the
AmericanConnection® airlines serve 250 cities in 40 countries with, on average,
more than 3,400 daily flights. The combined network fleet numbers approximately
900 aircraft. American Airlines is also a founding member of
oneworld® Alliance, which enables member
airlines to offer their customers more services and benefits than any member
airline can provide individually. These services include a broader route
network, opportunities to earn and redeem frequent flyer miles across the
combined oneworld network and more airport
lounges. Together, oneworld members serve nearly 700
destinations in over 150 countries, with 8,500 daily departures. American is also one of the largest
scheduled air freight carriers in the world, providing a wide range of freight
and mail services to shippers throughout its system onboard American’s passenger
fleet.
AMR
Eagle, a wholly-owned subsidiary of AMR, owns two regional airlines which do
business as "American Eagle” – American Eagle Airlines, Inc. and Executive
Airlines, Inc. (Executive) (collectively, the American Eagle
carriers). American also contracts with two independently owned
regional airlines, which do business as “AmericanConnection” (the
AmericanConnection® carriers). The American Eagle carriers and the
AmericanConnection® carriers provide connecting service from ten of American's
high-traffic cities to smaller markets throughout the United States, Canada,
Mexico and the Caribbean.
The AMR
Eagle fleet is operated to feed passenger traffic to American pursuant to a
capacity purchase agreement between American and AMR Eagle under which American
receives all passenger revenue from flights and pays AMR Eagle a fee for each
flight. The capacity purchase agreement reflects what the Company
believes are current market rates received by other regional carriers for
similar flying. Amounts paid to AMR Eagle under the capacity purchase
agreement are for various operating expenses of AMR Eagle, such as crew
expenses, maintenance and aircraft ownership, some of which are calculated based
on specific operating statistics (e.g. block hours, departures) and others of
which are fixed monthly amounts. This capacity purchase agreement was
renewed in July 2008. As of December 31, 2008, AMR Eagle operated
over 1,400 daily departures, offering scheduled passenger service to over 150
destinations in North America, Mexico and the Caribbean. On a
separate company basis, AMR Eagle reported $2.5 billion in revenue and $30
million of income before income taxes in 2008. However, this
historical financial information is not indicative of what AMR Eagle’s future
results of operations, financial position and cash flows might be if AMR Eagle
was a stand-alone entity.
Recent
Events
The
Company recorded a net loss of $2.1 billion in 2008 compared to net earnings of
$504 million in 2007. These results reflect a dramatic year-over-year
increase in fuel prices from an average of $2.13 per gallon in 2007 to an
average of $3.03 per gallon in 2008. Fuel expense was the
Company’s largest single expense category and the fuel price increase resulted
in $2.7 billion in incremental year-over-year fuel expense in 2008 (based on the
year-over-year increase in the average price per gallon multiplied by gallons
consumed). In addition, the Company paid 11.7 cents more per gallon
in 2007 than in 2006, which drove a $268 million negative impact to fuel expense
in 2007. Although fuel prices have abated considerably from the
record prices recorded in July 2008, fuel prices remain
volatile. Fuel price volatility, additional increases in the price of
fuel, and/or disruptions in the supply of fuel would further adversely affect
the Company’s financial condition and its results of operations.
The
significant rise in fuel price was partially offset by higher unit revenues
(passenger revenue per available seat mile). Mainline passenger unit
revenues increased 7.3 percent in 2008 due to an 8.6 percent increase in
passenger yield (passenger revenue per passenger mile) partially offset by a 0.9
point load factor decrease compared to 2007. Although passenger yield
showed year-over-year improvement, passenger yield remains essentially flat with
2000 levels, despite cumulative inflation of approximately 25 percent over the
same time frame.
In
addition, the Company’s 2008 operating results were impacted by three special
items:
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In
the second quarter, the Company announced capacity reductions due to
unprecedented high fuel costs and the other challenges facing the
industry. In connection with these capacity reductions, the
Company concluded that a triggering event had occurred, requiring that
fixed assets be tested for impairment. As a result of
this test, the Company concluded the carrying values of its McDonnell
Douglas MD-80 and the Embraer RJ-135 aircraft fleets were no longer
recoverable. Consequently, the 2008 results include an impairment charge
of $1.1 billion to write these and certain related long-lived assets down
to their estimated fair values. Also in connection with these
capacity reductions, the Company recorded $71 million in expense for
employee severance costs and a $33 million expense related to the
grounding of leased Airbus A300 aircraft prior to lease
expiration. These charges are described in Note 2 to the
consolidated financial statements.
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·
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The
Company completed the sale of American Beacon Advisors (American Beacon)
receiving total proceeds of $442 million and realizing a net gain of $432
million. This transaction is described in Note 14 to the
consolidated financial statements.
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·
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AMR
recorded a settlement charge totaling $103 million related to lump sum
distributions from the Company’s defined benefit pension plans to pilots
who retired. Pilot retirements resulted in $917 million in
total lump sum payments to pilot retirees. The charge is
further described in Note 10 to the consolidated financial
statements.
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In August
2008, AMR retired, by purchasing with cash, $75 million of the $300 million
principal amount of the 4.25 percent senior convertible notes due 2023 (the 4.25
Notes). In September 2008, the remaining holders of the 4.25 Notes
exercised their elective put rights and the Company purchased and retired these
notes at a price equal to 100 percent of their principal amount, totaling $225
million. Under the terms of the 4.25 Notes, the Company had the
option to pay the purchase price with cash, stock, or a combination of cash and
stock, and the Company elected to pay for the 4.25 Notes solely with
cash.
AMR
continues to take steps to strengthen its balance sheet, and in the third
quarter of 2008 issued 27.1 million shares of common stock generating net
proceeds of $294 million. The Company reduced long-term debt and
capital lease obligations (including current maturities) by $185 million during
the year and ended the year with $3.1 billion in unrestricted cash and
short-term investments and $459 million in restricted cash and short-term
investments. In 2008, American also raised approximately $500 million
under a loan secured by aircraft, due in installments through 2015, and raised
approximately $424 million utilizing various transactions including additional
loans secured by aircraft and sale leasebacks of certain aircraft, including
regional aircraft.
In 2008,
American entered into a joint business agreement and related marketing
arrangements with the UK carrier British Airways and the Spanish carrier Iberia,
providing for commercial cooperation by the carriers on flights between North
America (consisting of the United States, Canada and Mexico) and Europe
(consisting of the European Union, Switzerland and Norway) and
beyond. The agreement contemplates the pooling and sharing of certain
revenues and costs on transatlantic flights, expanded codesharing on each
other’s flights, enhanced frequent flyer program reciprocity, and cooperation in
the areas of planning, marketing and certain operations. The
agreement was signed in connection with an application to the U.S. Department of
Transportation by the carriers for antitrust immunity to permit global
cooperation. The application also included the Finnish carrier,
Finnair, and the Jordanian carrier, Royal Jordanian. If granted
(which cannot be assured), antitrust immunity would permit the five carriers,
all of whom are members of the oneworld airline alliance, to
deepen cooperation on a bilateral and multilateral
basis. Implementation of the joint business agreement and related
arrangements is subject to conditions, including various U.S. and foreign
regulatory approvals, successful negotiation of certain detailed financial and
commercial arrangements, and other approvals. Agencies from which
regulatory approvals must be obtained may impose requirements or limitations as
a condition of granting such approvals, such as requiring divestiture of routes,
gates, slots or other assets.
The
Company continued its fleet renewal strategy during 2008 as it entered into
amendments to its 737-800 purchase agreement with the Boeing
Company. Giving effect to the amendments and considering the
impact of delays caused by the recent machinist strike at Boeing, the Company is
now committed to take delivery of a total of 29 737-800 aircraft in 2009, 39
737-800 aircraft in 2010 and eight 737-800 aircraft in 2011. These
orders are in addition to eleven 737-800 aircraft and seven Boeing 777 aircraft
scheduled to be delivered in 2013 – 2016.
The
Company also entered into a new purchase agreement with Boeing for the
acquisition of 42 Boeing 787-9 aircraft. The Boeing 787-9
purchase agreement contains certain contingency provisions, including provisions
which allow American to cancel the contract under certain circumstances, which
are described in the Liquidity and Capital Resources subsection of Item
7. “Management's Discussion and Analysis of Financial Condition and
Results of Operations”.
The
Company’s ability to return to profitability and its ability to continue to fund
its obligations on an ongoing basis will depend on a number of factors, many of
which are largely beyond the Company’s control. Certain risk factors
that affect the Company’s business and financial results are discussed in the
Risk Factors listed in Item 1A. In addition, most of the Company’s
largest domestic competitors and several smaller carriers have filed for
bankruptcy in recent years and have used this process to significantly reduce
contractual labor and other costs. In order to remain competitive and
to improve its financial condition, the Company must continue to take steps to
generate additional revenues and to reduce its costs. Although the
Company has a number of initiatives underway to address its cost and revenue
challenges, the ultimate success of these initiatives is not known at this time
and cannot be assured. It will be very difficult for the Company to
continue to fund its obligations on an ongoing basis and return to
profitability, if the overall industry revenue environment does not improve
substantially and if fuel prices were to increase and persist for an extended
period at high levels.
Competition
Domestic Air
Transportation The domestic airline industry is fiercely
competitive. Currently, any U.S. air carrier deemed fit by the U.S.
Department of Transportation (DOT) is free to operate scheduled passenger
service between any two points within the U.S. and its
possessions. Most major air carriers have developed hub-and-spoke
systems and schedule patterns in an effort to maximize the revenue potential of
their service. American operates five hubs: Dallas/Fort Worth (DFW),
Chicago O'Hare, Miami, St. Louis and San Juan, Puerto Rico. United
Air Lines (United) also has a hub operation at Chicago O'Hare.
The
American Eagle® carriers increase the number of markets the Company serves by
providing connections at American’s hubs and certain other major airports –
Boston, Los Angeles, Raleigh/Durham and New York’s LaGuardia (LGA) and John F.
Kennedy International (JFK) Airports. The AmericanConnection®
carriers provide connecting service to American through St.
Louis. American's competitors also own or have marketing agreements
with regional carriers which provide similar services at their major hubs and
other locations.
On most
of its domestic non-stop routes, the Company faces competing service from at
least one, and sometimes more than one, domestic airline including: AirTran
Airways (Air Tran), Alaska Airlines (Alaska), Continental Airlines
(Continental), Delta Air Lines (including Northwest Airlines) (Delta), Frontier
Airlines, JetBlue Airways (JetBlue), Southwest Airlines (Southwest), United, US
Airways, Virgin America Airlines and their affiliated regional
carriers. Competition is even greater between cities that require a
connection, where the major airlines compete via their respective
hubs. In addition, the Company faces competition on some of its
connecting routes from carriers operating point-to-point service on such
routes. The Company also competes with all-cargo and charter carriers
and, particularly on shorter segments, ground and rail
transportation. On all of its routes, pricing decisions are affected,
in large part, by the need to meet competition from other airlines.
Most of
the Company’s largest domestic competitors and several smaller carriers have
reorganized under the protection of Chapter 11 of the U.S. Bankruptcy Code
(Chapter 11) in recent years. It is possible that one or more of our
competitors may seek to reorganize in or out of Chapter
11. Successful reorganizations present the Company with competitors
with significantly lower operating costs derived from renegotiated labor, supply
and financing contracts.
International Air
Transportation In addition to its extensive domestic
service, the Company provides international service to the Caribbean, Canada,
Latin America, Europe and Asia. The Company's operating revenues from
foreign operations were approximately 40 percent of the Company’s total
operating revenues in 2008, and 37 percent of the Company’s total operating
revenues in both 2007 and 2006. Additional information about the
Company's foreign operations is included in Note 14 to the consolidated
financial statements.
In
providing international air transportation, the Company competes with foreign
investor-owned carriers, foreign state-owned carriers and U.S. airlines that
have been granted authority to provide scheduled passenger and cargo service
between the U.S. and various overseas locations. In general, carriers
that have the greatest ability to seamlessly connect passengers to and from
markets beyond the nonstop city pair have a competitive advantage. In
some cases, however, foreign governments limit U.S. air carriers' rights to
carry passengers beyond designated gateway cities in foreign
countries. To improve access to each other's markets, various U.S.
and foreign air carriers – including American – have established marketing
relationships with other airlines and rail companies. American
currently has marketing relationships with Air Pacific, Air Tahiti Nui, Alaska
Airlines, British Airways, Brussels Airlines, Cathay Pacific, China Eastern
Airlines, Dragonair, Deutsche Bahn German Rail, EL AL, EVA Air, Finnair, Gulf
Air, Hawaiian Airlines, Iberia, Japan Airlines, Jet Airways, LAN (includes LAN
Airlines, LAN Argentina, LAN Ecuador and LAN Peru), Malév Hungarian Airlines,
Mexicana, Qantas Airways, Royal Jordanian, SNCF French Rail and Vietnam
Airlines.
American
is also a founding member of the oneworld alliance, which
includes British Airways, Cathay Pacific, Finnair, Lan Airlines, Iberia, Qantas,
Japan Airlines, Malév Hungarian, Dragonair, and Royal
Jordanian. Mexicana Airlines has accepted an invitation to join
oneworld and formal entry into the alliance is anticipated in
2009. The oneworld alliance links the
networks of the member carriers to enhance customer service and smooth
connections to the destinations served by the alliance, including linking the
carriers' frequent flyer programs and access to the carriers' airport lounge
facilities. Several of American's major competitors are members of
marketing/operational alliances that enjoy antitrust
immunity. American and British Airways, the largest members of the
oneworld alliance, are
restricted in their relationship because they lack antitrust
immunity. They are, therefore, at a competitive disadvantage
vis-à-vis other alliances that have antitrust immunity.
In 2008,
American entered into a joint business agreement and related marketing
arrangements with British Airways and Iberia providing for commercial
cooperation by the carriers on flights between North America and Europe and
beyond. The agreement was signed in connection with an application to
the U.S. Department of Transportation by the three carriers, and Finnair and
Royal Jordanian, for antitrust immunity to permit global
cooperation. If granted (which cannot be assured), antitrust immunity
will permit the five carriers, all of whom are members of the oneworld airline alliance, to
deepen cooperation on a bilateral and multilateral basis.
Price
Competition The airline industry is characterized by
substantial and intense price competition. Fare discounting by competitors has
historically had a negative effect on the Company’s financial results because
the Company is generally required to match competitors' fares, as failing to
match would provide even less revenue due to customers’ price
sensitivity.
In recent
years, a number of low-cost carriers (LCCs) have entered the domestic
market. Several major airlines, including the Company, have
implemented efforts to lower their costs since lower cost structures enable
airlines to offer lower fares. In addition, several air carriers have
recently reorganized under Chapter 11, including United, Delta and US
Airways. These cost reduction efforts and bankruptcy reorganizations
have allowed carriers to decrease operating costs. In the past, lower
cost structures have generally resulted in fare reductions. If fare
reductions are not offset by increases in passenger traffic, changes in the mix
of traffic that improve yields (passenger revenue per passenger mile) and/or
cost reductions, the Company’s operating results will be negatively
impacted.
Regulation
General The
Airline Deregulation Act of 1978, as amended, eliminated most domestic economic
regulation of passenger and freight transportation. However, the DOT
and the Federal Aviation Administration (FAA) still exercise certain regulatory
authority over air carriers. The DOT maintains jurisdiction over the
approval of international codeshare agreements, international route authorities
and certain consumer protection and competition matters, such as advertising,
denied boarding compensation and baggage liability.
The FAA
regulates flying operations generally, including establishing standards for
personnel, aircraft and certain security measures. As part of that
oversight, the FAA has implemented a number of requirements that the Company has
incorporated and is incorporating into its maintenance programs. The
Company is progressing toward the completion of over 200 airworthiness
directives including Boeing fuel tank safety directives, Boeing 757 and Boeing
767 pylon improvements, McDonnell Douglas MD-80 over-wing frame and aft pressure
bulkhead improvements, Boeing 737 aft pressure bulkhead improvements and Airbus
A300 fuselage structural improvements. Based on its current
implementation schedule, the Company expects to be in compliance with the
applicable requirements within the required time periods.
The
Department of Justice (DOJ) has jurisdiction over airline antitrust
matters. The U.S. Postal Service has jurisdiction over certain
aspects of the transportation of mail and related services. Labor
relations in the air transportation industry are regulated under the Railway
Labor Act, which vests in the National Mediation Board certain functions with
respect to disputes between airlines and labor unions relating to union
representation and collective bargaining agreements.
On
December 21, 2007, a New York federal judge
dismissed the Air Transport Association‘s (ATA) challenge to a recently enacted
New York law requiring airlines to provide certain services to onboard
passengers whose flights are delayed on the ground prior to takeoff for more
than three hours. The ATA appealed the dismissal of the
challenge. The Second Circuit Court of Appeals reversed and ordered
the District Court to enter judgment for the ATA on the grounds that the
legislation was preempted by federal law. The law, which was briefly
in effect, was declared invalid.
International International
air transportation is subject to extensive government regulation. The Company's
operating authority in international markets is subject to aviation agreements
between the U.S. and the respective countries or governmental authorities (such
as the European Union), and in some cases, fares and schedules require the
approval of the DOT and/or the relevant foreign
governments. Moreover, alliances with international carriers may be
subject to the jurisdiction and regulations of various foreign
agencies. Bilateral agreements between the U.S. and various foreign
governments of countries served by the Company are periodically subject to
renegotiation. Changes in U.S. or foreign government aviation
policies could result in the alteration or termination of such agreements,
diminish the value of route authorities, or otherwise adversely affect the
Company's international operations. In addition, at some foreign airports, an
air carrier needs slots (landing and take-off authorizations) before the air
carrier can introduce new service or increase existing service. The
availability of such slots is not assured and the inability of the Company to
obtain and retain needed slots could therefore inhibit its efforts to compete in
certain international markets.
In April
2007, the United States and the European Union (EU) approved an “open skies” air
services agreement that provides airlines from the United States and EU member
states open access to each other’s markets, with freedom of pricing and
unlimited rights to fly beyond the United States and any airport in the EU
including London’s Heathrow Airport. The provisions of the agreement
took effect on March 30, 2008. Under the agreement, every U.S. and EU
airline is authorized to operate between airports in the United States and
Heathrow. Notwithstanding the open skies agreement, Heathrow is a
slot-controlled airport. Only three airlines besides American were
previously allowed to provide service to Heathrow. The agreement has
resulted in the Company facing increased competition in serving Heathrow, where
the Company has lost market share. In addition, the Company is facing
additional competition in other European markets. See Item 1A, Risk
Factors, and Note 11 to the consolidated financial statements for additional
information.
Security In
November 2001, the Aviation and Transportation Security Act (ATSA) was enacted
in the United States. The ATSA created a new government agency, the
Transportation Security Administration (TSA), which is part of the Department of
Homeland Security and is responsible for aviation security. The ATSA
mandates that the TSA provide for the screening of all passengers and property,
including U.S. mail, cargo, carry-on and checked baggage, and other articles
that will be carried aboard a passenger aircraft. The ATSA also provides for
security in flight decks of aircraft and requires federal air marshals to be
present on certain flights.
Effective
February 1, 2002, the ATSA imposed a $2.50 per enplanement security service fee,
which is being collected by the air carriers and submitted to the government to
pay for these enhanced security measures. Additionally, air carriers are
annually required to submit to the government an amount equal to what the air
carriers paid for screening passengers and property in 2000. In
recent years, the government has sought to increase both of these fees under
spending proposals for the Department of Homeland Security. American and other
carriers have announced their opposition to these proposals as there is no
assurance that any increase in fees could be passed on to
customers.
Airline
Fares Airlines are permitted to establish their own
domestic fares without governmental regulation. The DOT maintains authority over
certain international fares, rates and charges, but applies this authority on a
limited basis. In addition, international fares and rates are
sometimes subject to the jurisdiction of the governments of the foreign
countries which the Company serves. While air carriers are required
to file and adhere to international fare and rate tariffs, substantial
commissions, fare overrides and discounts to travel agents, brokers and
wholesalers characterize many international markets.
Airport Access
Historically, the FAA designated JFK, LGA and Washington Reagan
airports as high-density traffic airports. The high-density rule limited
the number of Instrument Flight Rule operations - take-offs and landings -
permitted per hour and required that a “take-off/landing slot right” support
each operation. The high density rule was repealed for JFK and LGA;
however both airports remain subject to operating restrictions.
In order
to remedy congestion at LGA due to elimination of slot restrictions, the FAA, in
2007, placed caps on total operations and required carriers at LGA to hold
operating authorizations. In January 2009, the FAA announced a
voluntary program at LGA aimed at reducing hourly scheduled operations at LGA
from 75 to 71, which is expected to help ease congestion and delay without
materially affecting carrier operations.
In
December 2007, the United States Department of Transportation reached an
agreement with domestic airlines to ease congestion at JFK by shifting the
timing of certain flights. Such re-timing has not had a significant
impact on the Company’s flights to or from JFK.
In late
2008, the FAA issued new rules for carriers operating at LGA, JFK and Newark
that would fundamentally change the manner in which operating authorizations are
held and distributed at those airports. Every departure and landing would
require an authorization and existing carriers would be requested to reduce
service to provide authorizations for auction to other carriers without
increasing total airport operations. The Company, along with numerous
other carriers and interested parties, opposed adoption of these
rules. Immediately after the rules were issued, the ATA and others
petitioned for judicial review in the United States Court of Appeals for the
District of Columbia Circuit challenging the rules and seeking a stay
(preliminary injunction) against their implementation. The court granted
the stay motion, thus blocking the rules from taking effect, pending the court’s
ultimate decision on the merits. Following the change in
Administrations on January 20, 2009, the ATA submitted a letter to the new
Secretary of Transportation urging that the rules be withdrawn. If
the DOT does not withdraw the rules, or if the court challenge is unsuccessful,
the new rules could require the Company to alter the routes and services it
currently operates at LGA, JFK and Newark with potentially material adverse
effects.
In 2006,
the FAA issued an order requiring that carriers hold arrival authorizations to
land during certain hours at Chicago O’Hare. That order limits the
purchase or sale of arrival authorizations. The Company has not experienced any
significant adverse impact from this order. In addition, the DOT is
considering imposing a schedule reduction order at Newark (separately from the
FAA action above), which could include slot controls at that airport. The
Company does not anticipate being materially affected if such an order is
imposed.
The
high-density rule remains in effect at Washington Reagan. Legislation
has been introduced to abolish the perimeter rule at that airport, which (with
exceptions) limits nonstop flights to a distance of 1,250 miles. Some
foreign airports, including Heathrow, a major European destination for American,
also require slot allocations.
Although
the Company is constrained by slots, it currently has sufficient slot
authorizations to operate its existing flights. However, there is no
assurance that the Company will be able to retain or obtain slots in the future
to expand its operations or change its schedules because, among other factors,
slot allocations are subject to changes in government policies.
In 2006,
the Wright Amendment Reform Act of 2006 (the Act) became law. The Act
is based on an agreement by the cities of Dallas and Fort Worth, Texas, DFW
International Airport, Southwest, and the Company to modify the Wright
Amendment, which authorizes certain flight operations at Dallas Love Field
within defined geographic areas. Among other things, the Act
eventually eliminates domestic geographic restrictions on operations while
limiting the maximum number of gates at Love Field. The Company
believes the Act is a pragmatic resolution of the issues related to the Wright
Amendment and the use of Love Field.
Environmental
Matters The Company is subject to various laws and
government regulations concerning environmental matters and employee safety and
health in the U.S. and other countries. U.S. federal laws that have a
particular impact on the Company include the Airport Noise and Capacity Act of
1990 (ANCA), the Clean Air Act, the Resource Conservation and Recovery Act, the
Clean Water Act, the Safe Drinking Water Act, and the Comprehensive
Environmental Response, Compensation and Liability Act (CERCLA or the Superfund
Act). Certain operations of the Company are also subject to the
oversight of the Occupational Safety and Health Administration (OSHA) concerning
employee safety and health matters. The U.S. Environmental Protection
Agency (EPA), OSHA, and other federal agencies have been authorized to
promulgate regulations that have an impact on the Company's
operations. In addition to these federal activities, various states
have been delegated certain authorities under the aforementioned federal
statutes. Many state and local governments have adopted environmental
and employee safety and health laws and regulations, some of which are similar
to or stricter than federal requirements.
The ANCA
recognizes the rights of airport operators with noise problems to implement
local noise abatement programs so long as they do not interfere unreasonably
with interstate or foreign commerce or the national air transportation
system. Authorities in several cities have promulgated aircraft noise
reduction programs, including the imposition of nighttime
curfews. The ANCA generally requires FAA approval of local noise
restrictions on aircraft. While the Company has had sufficient
scheduling flexibility to accommodate local noise restrictions imposed to date,
the Company’s operations could be adversely affected if locally-imposed
regulations become more restrictive or widespread.
Many
aspects of the Company’s operations are subject to increasingly stringent
environmental regulations. Concerns about climate change and greenhouse
gas emissions, in particular, may result in the imposition of additional
legislation or regulation. For example, the EU recently approved measures that
impose emissions limits on airlines with operations to, from or within the EU as
part of an emissions trading system beginning in 2012. The Company is
currently assessing the potential costs of the EU measures. Such
legislative or regulatory action by the U.S. or foreign governments currently or
in the future may adversely affect the Company’s business and financial
results.
The
environmental laws to which the Company is subject include those related to
responsibility for potential soil and groundwater contamination. The
Company is conducting investigation and remediation activities to address soil
and groundwater conditions at several sites, including airports and maintenance
bases. The Company anticipates that the ongoing costs of such
activities will be immaterial. The Company has also been named as a
potentially responsible party (PRP) at certain Superfund sites. The
Company’s alleged volumetric contributions at such sites are small in comparison
to total contributions of all PRPs and the Company expects that any future
payments of its share of costs at such sites will be immaterial.
Labor
The
airline business is labor intensive. Wages, salaries and benefits
represented approximately 26 percent of the Company’s consolidated operating
expenses for the year ended December 31, 2008. The average full-time
equivalent number of employees of the Company’s subsidiaries for the year ended
December 31, 2008 was 84,100.
The
majority of these employees are represented by labor unions and covered by
collective bargaining agreements. Relations with such labor
organizations are governed by the Railway Labor Act (RLA). Under this
act, the collective bargaining agreements among the Company’s subsidiaries and
these organizations generally do not expire but instead become amendable as of a
stated date. If either party wishes to modify the terms of any such
agreement, it must notify the other party in the manner agreed to by the
parties. Under the RLA, after receipt of such notice, the parties
must meet for direct negotiations, and if no agreement is reached, either party
may request the National Mediation Board (NMB) to appoint a federal
mediator. The RLA prescribes no set timetable for the direct
negotiation and mediation process. It is not unusual for those
processes to last for many months, and even for several years. If no
agreement is reached in mediation, the NMB in its discretion may declare at some
time that an impasse exists, and if an impasse is declared, the NMB proffers
binding arbitration to the parties. Either party may decline to
submit to arbitration. If arbitration is rejected by either party, a
30-day “cooling off” period commences. During that period (or after),
a Presidential Emergency Board (PEB) may be established, which examines the
parties’ positions and recommends a solution. The PEB process lasts
for 30 days and is followed by another “cooling off” period of 30
days. At the end of a “cooling off” period, unless an agreement is
reached or action is taken by Congress, the labor organization may exercise
“self-help,” such as a strike, and the airline may resort to its own
“self-help,” including the imposition of any or all of its proposed amendments
and the hiring of new employees to replace any striking workers.
In April
2003, American reached agreements (the Labor Agreements) with its three major
unions - the Allied Pilots Association (the APA) which represents American’s
pilots, the Transport Workers Union of America (AFL-CIO) (the TWU), which
represents seven different employee groups, and the Association of Professional
Flight Attendants (the APFA), which represents American’s flight attendants. The
Labor Agreements substantially moderated the labor costs associated with the
employees represented by the unions. In conjunction with the Labor
Agreements, American also implemented various changes in the pay plans and
benefits for non-unionized personnel, including officers and other management
(the Management Reductions). The Labor Agreements became amendable in 2008
(although the parties agreed that they could begin the negotiations process as
early as 2006). In 2006, American and the APA commenced negotiations under
the RLA. In April of 2008, following a request by the APA, a mediator
was appointed by the National Mediation Board. The parties have been in
mediated negotiations since that time.
Also in
2006, American and the TWU commenced negotiations with respect only to
dispatchers, one of the seven groups at American represented by the TWU.
Subsequently, following a request by the parties, a mediator was appointed by
the NMB for the dispatcher negotiations. Thereafter, in November 2007,
American and the TWU commenced negotiations under the RLA with respect to the
other employee groups represented by the TWU. Direct negotiations between
American and the TWU employees with respect to those other groups continued
until December 2008, at which time the parties jointly filed with the NMB for
mediation with respect to the fleet service, stores, ground school instructors,
and simulator technician groups of employees. The NMB appointed a mediator
soon thereafter. Then in January, 2009, the TWU applied to the NMB for the
appointment of a mediator with respect to the mechanics and the technical
specialists. The NMB will appoint a mediator to assist those negotiations,
as well.
American
and the APFA commenced negotiations in the first half of 2008. Direct
negotiations between the parties continued until December 2008, at which time
the parties jointly filed an application to the NMB asking that a mediator be
appointed. The NMB appointed a mediator soon thereafter.
The Air
Line Pilots Association (ALPA), which represents American Eagle pilots, reached
agreement with American Eagle effective September 1, 1997, to have all of the
pilots of the American Eagle® carriers (currently American Eagle Airlines, Inc.
and Executive Airlines, Inc.) covered by a single contract. This agreement
lasts until January 1, 2013. The agreement provides to the parties the
right to seek limited changes in 2000, 2004, 2008 and 2012. If the parties are
unable to agree on the limited changes, the agreement provides that any issues
would be resolved by interest arbitration, without the exercise of self-help
(such as a strike). ALPA and American Eagle negotiated a tentative
agreement in 2000, but that agreement failed in ratification. Thereafter, the
parties participated in interest arbitration. The interest arbitration panel
determined the limited changes that should be made and these changes were
appropriately effected. In 2004 and in 2008, the parties successfully
negotiated limited changes. The pilot agreement is amendable January 1,
2013; however, the parties have agreed that contract openers may be exchanged
120 days prior to that date.
The
Association of Flight Attendants (AFA) represents the flight attendants of the
American Eagle carriers. The current agreement between the American Eagle
carriers and the AFA is amendable on October 27, 2009; however, the parties have
agreed that contract openers may be exchanged 90 days prior to that date.
The other union employees at the American Eagle carriers are covered by separate
agreements with the TWU. The agreements between the American Eagle carriers and
the TWU were amendable beginning on October 1, 2007, and the parties commenced
negotiations. In January, 2009, an application for mediation was
filed with the NMB. A mediator from the NMB will be assisting the
parties.
Fuel
The
Company’s operations and financial results are significantly affected by the
availability and price of jet fuel. The Company's fuel costs and
consumption for the years 2006 through 2008 were:
Year
|
|
Gallons
Consumed
(in
millions)
|
|
|
Total
Cost
(in
millions)
|
|
|
Average
Cost Per Gallon
(in
dollars)
|
|
|
Percent
of AMR's Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
3,178 |
|
|
$ |
6,402 |
|
|
$ |
2.014 |
|
|
|
29.8 |
% |
2007
|
|
|
3,130 |
|
|
|
6,670 |
|
|
|
2.131 |
|
|
|
30.4 |
|
2008
|
|
|
2,971 |
|
|
|
9,014 |
|
|
|
3.034 |
|
|
|
35.1 |
|
The
impact of fuel price changes on the Company and its competitors depends on
various factors, including hedging strategies. The Company has a fuel
hedging program in which it enters into jet fuel and heating oil hedging
contracts to dampen the impact of the volatility of jet fuel prices. During
2008, 2007 and 2006, the Company’s fuel hedging program reduced the Company’s
fuel expense by approximately $380 million, $239 million and $97 million,
respectively. As of January 2009, the Company had cash flow hedges, with option
contracts, primarily heating oil collars and call options, covering
approximately 35 percent of its estimated 2009 fuel requirements. The
consumption hedged for 2009 by cash flow hedges is capped at an average price of
approximately $2.59 per gallon of jet fuel, and the Company’s collars have an
average floor price of approximately $1.94 per gallon of jet fuel (both the
capped and floor price exclude taxes and transportation costs). As a
result of the rapid decline in energy prices in the second half of 2008 and
certain other events, the Company estimates that during the next twelve months
it will reclassify from Accumulated other comprehensive loss into earnings
approximately $711 million in net incremental expenses related to its fuel
derivative hedges (based on prices as of December 31, 2008). A
deterioration of the Company’s financial position could negatively affect the
Company’s ability to hedge fuel in the future. See the Risk Factors under Item
1A for additional information regarding fuel.
Additional
information regarding the Company’s fuel program is also included in Item 7(A)
“Quantitative and Qualitative Disclosures about Market Risk,” Item 7
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and in Note 7 to the consolidated financial statements.
Frequent Flyer
Program
American
established the AAdvantage® frequent flyer program (AAdvantage) to develop
passenger loyalty by offering awards to travelers for their continued patronage.
The Company believes that the AAdvantage program is one of its competitive
strengths. AAdvantage benefits from a growing base of approximately 62 million
members with desirable demographics who have demonstrated a strong willingness
to collect AAdvantage miles over other loyalty program incentives and are
generally disposed to adjusting their purchasing behavior in order to earn
additional AAdvantage miles. AAdvantage members earn mileage credits
by flying on American, American Eagle, and the AmericanConnection® carriers or
by using services of other participants in the AAdvantage
program. Mileage credits can be redeemed for free, discounted or
upgraded travel on American, American Eagle or other participating airlines, or
for other awards. Once a member accrues sufficient mileage for an
award, the member may book award travel. Most travel awards are
subject to capacity controlled seating. A member’s mileage credit does not
expire as long as that member has any type of qualifying activity at least once
every 18 months.
American
sells mileage credits and related services to other participants in the
AAdvantage program. There are over 1,000 program participants, including a
leading credit card issuer, hotels, car rental companies and other products and
services companies in the AAdvantage program. The Company believes
that program participants benefit from the sustained purchasing behavior of
AAdvantage members, which translates into a recurring stream of revenues for
AAdvantage. Under its agreements with AAdvantage members and program
participants, the Company reserves the right to change the AAdvantage program at
any time without notice, and may end the program with six months
notice. As of December 31, 2008, AAdvantage had approximately 62
million total members, and 607 billion outstanding award
miles. During 2008, AAdvantage issued approximately 196 billion
miles, of which approximately one-half were sold to program
participants. See “Critical Accounting Policies and Estimates” under
Item 7 for more information on AAdvantage.
Other
Matters
Seasonality and Other
Factors The Company’s results of operations for any
interim period are not necessarily indicative of those for the entire year,
since the air transportation business is subject to seasonal
fluctuations. Higher demand for air travel has traditionally resulted
in more favorable operating and financial results for the second and third
quarters of the year than for the first and fourth quarters. Fears of terrorism
or war, fare initiatives, fluctuations in fuel prices, labor actions, weather
and other factors could impact this seasonal pattern. Unaudited quarterly
financial data for the two-year period ended December 31, 2008 is included in
Note 15 to the consolidated financial statements. In addition, the
results of operations in the air transportation business have also significantly
fluctuated in the past in response to general economic conditions.
Insurance The
Company carries insurance for public liability, passenger liability, property
damage and all-risk coverage for damage to its aircraft. As a result
of the terrorist attacks of September 11, 2001 (the Terrorist Attacks), aviation
insurers significantly reduced the amount of insurance coverage available to
commercial air carriers for liability to persons other than employees or
passengers for claims resulting from acts of terrorism, war or similar events
(war-risk coverage). At the same time, these insurers significantly increased
the premiums for aviation insurance in general.
The U.S.
government has agreed to provide commercial war-risk insurance for U.S. based
airlines until March 31, 2009, covering losses to employees, passengers, third
parties and aircraft. Beyond that date, the Secretary of
Transportation has the authority to provide commercial war-risk insurance until
May 31, 2009. If the U.S. government does not extend the policy
beyond March 31, 2009 (or beyond May 31, 2009 if the Secretary has exercised the
authority to extend coverage to that date), or if the U.S. government at anytime
thereafter ceases to provide such insurance, or reduces the coverage provided by
such insurance, the Company will attempt to purchase similar coverage with
narrower scope from commercial insurers at an additional cost. To the extent
this coverage is not available at commercially reasonable rates, the Company
would be adversely affected. While the price of commercial insurance has
declined since the premium increases immediately after the Terrorist Attacks, in
the event commercial insurance carriers further reduce the amount of insurance
coverage available to the Company, or significantly increase its cost, the
Company would be adversely affected.
Other Government
Matters In time of war or during a national emergency or
defense oriented situation, American and other air carriers can be required to
provide airlift services to the Air Mobility Command under the Civil Reserve Air
Fleet program. In the event the Company has to provide a substantial number of
aircraft and crew to the Air Mobility Command, its operations could be adversely
impacted.
Available
Information The Company makes its annual report on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and
amendments to reports filed or furnished pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 available free of charge under the Investor
Relations page on its website, www.aa.com, as soon
as reasonably practicable after such reports are electronically filed with the
Securities and Exchange Commission. In addition, the Company’s code of ethics
(called the Standards of Business Conduct), which applies to all employees of
the Company, including the Company’s Chief Executive Officer (CEO), Chief
Financial Officer (CFO) and Controller, is posted under the Investor Relations
page on its website, www.aa.com. The
Company intends to disclose any amendments to the code of ethics, or waivers of
the code of ethics on behalf of the CEO, CFO or Controller, under the Investor
Relations page on the Company’s website, www.aa.com. The
charters for the AMR Board of Directors’ standing committees (the Audit,
Compensation, Diversity and Nominating/Corporate Governance Committees), as well
as the Board of Directors’ Governance Policies (the Governance Policies), are
likewise available on the Company’s website, www.aa.com. Upon
request, copies of the charters or the Governance Policies are available at no
cost. Information on the Company’s website is not incorporated into
or otherwise made a part of this Report.
ITEM
1A. RISK FACTORS
Our
ability to become profitable and our ability to continue to fund our obligations
on an ongoing basis will depend on a number of risk factors, many of which are
largely beyond our control. Some of the factors that may have a
negative impact on us are described below:
As a result of significant losses in
recent years, our financial condition has been materially
weakened.
We
incurred significant losses in 2001-2005, which materially weakened our
financial condition. We lost $857 million in 2005, $751 million in
2004, $1.2 billion in 2003, $3.5 billion in 2002 and $1.8 billion
in 2001. Although we earned a profit of $504 million in 2007 and $231
million in 2006, we lost $2.1 billion in 2008 (which included a
$1.1 billion impairment charge). Because of our weakened financial
condition, we are vulnerable both to the impact of unexpected events (such as
terrorist attacks or spikes in jet fuel prices) and to deterioration of the
operating environment (such as a deepening of the current global recession or
significant increased competition).
The severe global economic downturn has resulted in
weaker demand for air travel and lower
investment asset returns, which may have a significant negative impact on
us.
We are experiencing significantly weaker demand for air
travel driven by the severe downturn in the global economy. Many of
the countries we serve are experiencing economic slowdowns or
recessions. We began to experience weakening demand late in 2008, and
this weakness has continued into 2009. We reduced capacity in 2008,
and we recently announced further reductions to our 2009 capacity
plan. If the global economic downturn persists or worsens, demand for
air travel may continue to weaken. No assurance can be given that
capacity reductions or other steps we may take will be adequate to offset the
effects of reduced demand.
The
economic downturn has resulted in broadly lower investment asset returns and
values, and our pension assets suffered a material decrease in value in 2008
related to broader stock market declines, which will result in higher pension
expense and potentially higher required contributions in future
years. In addition, under these unfavorable economic conditions, we
may also be required to maintain substantial cash reserves under our credit card
processing agreements. These issues individually or collectively may
have a material adverse impact on our liquidity. Also, disruptions in the
capital markets and other sources of funding may make it impossible for us to
obtain necessary additional funding or make the cost of that funding
prohibitive.
We face numerous challenges as we
seek to maintain sufficient liquidity, and we will need to raise substantial
additional funds. We may not be able to raise those funds, or to do
so on acceptable terms.
We have
significant debt, lease and other obligations in the next several years,
including significant pension funding obligations. For example, in
2009 we will be required to make approximately $1.8 billion of principal
payments on long-term debt and approximately $110 million in principal payments
on capital leases, and we expect to make approximately $1.6 billion of capital
expenditures. In addition, the global economic downturn, potential
increases in the amount of required reserves under credit card processing
agreements, and the obligation to post cash collateral on fuel hedging contracts
have negatively impacted, or may in the future negatively impact, our
liquidity. To meet our commitments and to maintain sufficient
liquidity as we continue to implement our restructuring and cost reduction
initiatives, we will need continued access to substantial additional funding.
While we have arranged financing that, subject to certain terms and conditions,
covers a majority of our 2009 aircraft deliveries and have arranged backstop
financing which could be used for a significant portion of our remaining 2009 -
2011 Boeing 737-800 aircraft deliveries, we will also need to raise additional
funds to meet our commitments to purchase aircraft and execute our fleet
replacement plan.
Our
ability to obtain future financing is limited by the value of our unencumbered
assets. A very large majority of our aircraft assets (including most of our
aircraft eligible for the benefits of Section 1110 of the U.S. Bankruptcy
Code) are encumbered. Also, the market value of our aircraft assets has declined
in recent years, and may continue to decline.
Since the
Terrorist Attacks of September 2001, our credit ratings have been lowered
to significantly below investment grade. These reductions have increased our
borrowing costs and otherwise adversely affected borrowing terms, and limited
borrowing options. Additional reductions in our credit ratings might have other
effects on us, such as further increasing borrowing or other costs or further
restricting our ability to raise funds.
A number
of other factors, including our financial results in recent years, our
substantial indebtedness, the difficult revenue environment we face, our reduced
credit ratings, recent historically high fuel prices, and the financial
difficulties experienced in the airline industry, adversely affect the
availability and terms of funding for us. In
addition, the global economic downturn and recent severe disruptions in the
capital markets and other sources of funding have resulted in greater
volatility, less liquidity, widening of credit spreads, and substantially more
limited availability of funding. As a result of these factors, there
can be no assurance that additional funding will be available to us on
acceptable terms, if at all. An inability to obtain necessary additional funding
on acceptable terms would have a material adverse impact on us and on our
ability to sustain our operations.
Our initiatives to generate
additional revenues and to reduce our costs may not be adequate or
successful.
As we
seek to improve our financial condition, we must continue to take steps to
generate additional revenues and to reduce our costs. Although we have a number
of initiatives underway to address our cost and revenue challenges, some of
these initiatives involve changes to our business which we may be unable to
implement. In addition, we expect that, as time goes on, it will be
progressively more difficult to identify and implement significant revenue
enhancement and cost savings initiatives. The adequacy and ultimate success of
our initiatives to generate additional revenues and reduce our costs are not
known at this time and cannot be assured. Moreover, whether our initiatives will
be adequate or successful depends in large measure on factors beyond our
control, notably the overall industry environment, including passenger demand,
yield and industry capacity growth, and fuel prices. It will be very difficult for us to continue to fund our
obligations on an ongoing basis, and to return to profitability, if the overall
industry revenue environment does not improve substantially and if fuel prices
were to increase and persist for an extended period at high
levels.
We may be adversely affected by
increases in fuel prices, and we would be adversely affected by disruptions in
the supply of fuel.
Our
results are very significantly affected by the volatile price and the
availability of jet fuel, which are in turn affected by a number of factors
beyond our control. Fuel prices have only recently declined from
historic high levels.
Due to
the competitive nature of the airline industry, we may not be able to pass on
increased fuel prices to customers by increasing fares. Although we had some
success in raising fares and imposing fuel surcharges in reaction to recent high
fuel prices, these fare increases and surcharges did not keep pace with the
extraordinary increases in the price of fuel that occurred in 2007 and 2008.
Furthermore, even though fuel prices have declined significantly from their
recent historic high levels, reduced demand or increased fare competition, or
both, and resulting lower revenues may offset any potential benefit
of these lower fuel prices.
While we
do not currently anticipate a significant reduction in fuel availability,
dependence on foreign imports of crude oil, limited refining capacity and the
possibility of changes in government policy on jet fuel production,
transportation and marketing make it impossible to predict the future
availability of jet fuel. If there are additional outbreaks of hostilities or
other conflicts in oil producing areas or elsewhere, or a reduction in refining
capacity (due to weather events, for example), or governmental limits on the
production or sale of jet fuel, there could be a reduction in the supply of jet
fuel and significant increases in the cost of jet fuel. Major reductions in the
availability of jet fuel or significant increases in its cost would have a
material adverse impact on us.
We have a
large number of older aircraft in our fleet, and these aircraft are not as fuel
efficient as more recent models of aircraft. We believe it is imperative that we
continue to execute our fleet renewal plans. However, due to the
recent machinist strike at Boeing, deliveries of the Boeing 737-800 aircraft we
currently have on order have been delayed. In addition, we expect
delays in the deliveries of the Boeing 787-9 aircraft we currently have on
order.
While we
seek to manage the risk of fuel price increases by using derivative contracts,
there can be no assurance that, at any given time, we will have derivatives in
place to provide any particular level of protection against increased fuel
costs. In addition, a deterioration of our financial position could negatively
affect our ability to enter into derivative contracts in the
future. Moreover, declines in fuel prices below the levels
established in derivative contracts may require us to post cash collateral to
secure the loss positions on such contracts, and if such contracts close when
fuel prices are below the applicable levels, we would be required to make
payments to close such contracts; these payments would be treated as additional
fuel expense.
Our indebtedness and other
obligations are substantial and could adversely affect our business and
liquidity.
We have
and will continue to have significant amounts of indebtedness, obligations to
make future payments on aircraft equipment and property leases, and obligations
under aircraft purchase agreements, as well as a high proportion of debt to
equity capital. In 2009, we will be required to make approximately
$1.8 billion of principal payments on long-term debt. We expect to
incur substantial additional debt (including secured debt) and lease obligations
in the future. We also have substantial pension funding obligations. Our
substantial indebtedness and other obligations have important consequences. For
example, they:
|
•
|
|
limit
our ability to obtain additional funding for working capital, capital
expenditures, acquisitions and general corporate purposes, and adversely
affect the terms on which such funding can be obtained;
|
|
|
|
|
|
•
|
|
require
us to dedicate a substantial portion of our cash flow from operations to
payments on our indebtedness and other obligations, thereby reducing the
funds available for other purposes;
|
|
|
|
|
|
•
|
|
make
us more vulnerable to economic downturns; and
|
|
|
|
|
|
•
|
|
limit
our ability to withstand competitive pressures and reduce our flexibility
in responding to changing business and economic
conditions.
|
We may be unable to comply with our
financial covenants.
As of
December 31, 2008 American had a secured bank credit facility (the Credit
Facility) consisting of a fully drawn $255 million revolving credit
facility with a final maturity on June 17, 2009, and a fully drawn
$436 million term loan facility with a final maturity on December 17,
2010. The Credit Facility contains a liquidity covenant and a covenant that
requires AMR to maintain certain minimum ratios of cash flow to fixed charges
(the EBITDAR covenant). We were in compliance with the liquidity covenant as of
December 31, 2008. In May 2008, we entered into an amendment to the Credit
Facility which waived compliance with the EBITDAR covenant for periods ending on
any date from and including June 30, 2008 and through March 31, 2009,
and which reduced the minimum ratios AMR is required to satisfy thereafter.
Given fuel prices that have been very high by historical standards and the
volatility of fuel prices and revenues, uncertainty in the capital markets and
about other sources of funding, and other
factors, it is difficult to assess whether we will be able to continue to comply
with these covenants, and there are no assurances that we will be able to do so.
Failure to comply with these covenants would result in a default under the
Credit Facility which — if we did not take steps to obtain a waiver of, or
otherwise mitigate, the default — could result in a default under a significant
amount of our other debt and lease obligations, and otherwise have a material
adverse impact on us.
Our business is affected by many
changing economic and other conditions beyond our control, and our results of
operations tend to be volatile and fluctuate due to
seasonality.
Our
business and our results of operations are affected by many changing economic
and other conditions beyond our control, including, among others:
|
•
|
|
actual
or potential changes in international, national, regional and local
economic, business and financial conditions, including recession,
inflation, higher interest rates, wars, terrorist attacks or political
instability;
|
|
|
|
|
|
•
|
|
changes
in consumer preferences, perceptions, spending patterns or demographic
trends;
|
|
|
|
|
|
•
|
|
changes
in the competitive environment due to industry consolidation and other
factors;
|
|
|
|
|
|
•
|
|
actual
or potential disruptions to the air traffic control systems;
|
|
•
|
|
increases
in costs of safety, security and environmental
measures;
|
|
|
|
|
|
•
|
|
outbreaks
of diseases that affect travel behavior; and
|
|
|
|
|
|
•
|
|
weather
and natural disasters.
|
As a
result, our results of operations tend to be volatile and subject to rapid and
unexpected change. In addition, due to generally greater demand for air travel
during the summer, our revenues in the second and third quarters of the year
tend to be stronger than revenues in the first and fourth quarters of the
year.
The airline industry is fiercely
competitive and may undergo further consolidation or changes in industry
alliances, and we are subject to increasing competition.
Service
over almost all of our routes is highly competitive and fares remain at low
levels by historical standards. We face vigorous, and, in some cases,
increasing, competition from major domestic airlines, national, regional,
all-cargo and charter carriers, foreign air carriers, low-cost carriers and,
particularly on shorter segments, ground and rail transportation. We also face
increasing and significant competition from marketing/operational alliances
formed by our competitors. The percentage of routes on which we compete with
carriers having substantially lower operating costs than ours has grown
significantly over the past decade, and we now compete with low-cost carriers on
a large majority of our domestic non-stop mainline network routes.
Certain
airline alliances have been granted immunity from antitrust regulations by
governmental authorities for specific areas of cooperation, such as joint
pricing decisions. To the extent alliances formed by our competitors can
undertake activities that are not available to us, our ability to effectively
compete may be hindered.
Pricing
decisions are significantly affected by competition from other airlines. Fare
discounting by competitors historically has had a negative effect on our
financial results because we must generally match competitors’ fares, since
failing to match would result in even less revenue. We have faced increased
competition from carriers with simplified fare structures, which are generally
preferred by travelers. Any fare reduction or fare simplification initiative may
not be offset by increases in passenger traffic, reduction in cost or changes in
the mix of traffic that would improve yields. Moreover, decisions by our
competitors that increase or reduce overall industry capacity, or capacity
dedicated to a particular domestic or foreign region, market or route, can have
a material impact on related fare levels.
There
have been numerous mergers and acquisitions within the airline industry and
numerous changes in industry alliances. Recently, two of our largest
competitors, Delta and Northwest Airlines, merged, and the combined entity
became the largest scheduled passenger airline in the world in terms of
available seat miles and revenue passenger miles. In addition,
another two of our largest competitors, United and Continental, recently
announced that they had entered into a framework agreement to cooperate
extensively and under which Continental would join the global alliance of which
United, Lufthansa and certain other airlines are members.
In the
future, there may be additional mergers and acquisitions, and changes in airline
alliances, including those that may be undertaken in response to the merger of
Delta and Northwest or other developments in the airline industry. Any airline
industry consolidation or changes in airline alliances could substantially alter
the competitive landscape and result in changes in our corporate or business
strategy. We regularly assess and explore the potential for consolidation in our
industry and changes in airline alliances, our strategic position and ways to
enhance our competitiveness, including the possibilities for our participation
in merger activity. Consolidation involving other participants in our industry
could result in the formation of one or more airlines with greater financial
resources, more extensive networks, and/or lower cost structures than exist
currently, which could have a material adverse effect on us. For similar
reasons, changes in airline alliances could also adversely affect our
competitive position.
We
recently announced that we have entered into a joint business agreement and
related marketing arrangements with British Airways and Iberia, which provide
for commercial cooperation on flights between North America and most countries
in Europe, pooling and sharing of certain revenues and costs, expanded
codesharing, enhanced frequent flyer program reciprocity, and cooperation in
other areas. Along with these carriers and certain other carriers, we have
applied to the U.S. Department of Transportation for antitrust immunity for this
planned cooperation. Implementation of this agreement and the related
arrangements is subject to conditions, including various U.S. and foreign
regulatory approvals, successful negotiation of certain detailed financial and
commercial arrangements, and other approvals. Agencies from which such approvals
must be obtained may impose requirements or limitations as a condition of
granting any such approvals, such as requiring divestiture of routes, gates,
slots or other assets. No assurances can be given as to any arrangements that
may ultimately be implemented or any benefits that we may derive from such
arrangements.
We compete with reorganized carriers,
which results in competitive disadvantages for us.
We must
compete with air carriers that have reorganized under the protection of
Chapter 11 of the U.S. Bankruptcy Code in recent years, including United,
Delta, Northwest and U.S. Airways. It is possible that other significant
competitors may seek to reorganize in or out of Chapter 11.
Successful
reorganizations by other carriers present us with competitors with significantly
lower operating costs and stronger financial positions derived from renegotiated
labor, supply, and financing contracts. These competitive pressures may limit
our ability to adequately price our services, may require us to further reduce
our operating costs, and could have a material adverse impact on
us.
Fares are at low levels and our
reduced pricing power adversely affects our ability to achieve adequate pricing,
especially with respect to business travel.
While we
have recently been able to implement some fare increases on certain domestic and
international routes, our passenger yield is essentially the same as it was in
2000 despite cumulative inflation of approximately 25 percent since that
time. We believe that this is due in large part to a corresponding
decline in our pricing power. Our reduced pricing power is the product of
several factors including: greater cost sensitivity on the part of travelers
(particularly business travelers); pricing transparency resulting from the use
of the Internet; greater competition from low-cost carriers and from carriers
that have recently reorganized under the protection of Chapter 11; other
carriers being well hedged against rising fuel costs and able to better absorb
high jet fuel prices; and fare simplification efforts by certain carriers. We
believe that our reduced pricing power could persist indefinitely.
Our corporate or business strategy
may change.
In light
of the rapid changes in the airline industry, we evaluate our assets on an
ongoing basis with a view to maximizing their value to us and determining which
are core to our operations. We also regularly evaluate our corporate and
business strategies, and they are influenced by factors beyond our control,
including changes in the competitive landscape we face. Our corporate and
business strategies are, therefore, subject to change.
Beginning
in late 2007 and continuing into 2008, we conducted a strategic value review
involving, among other things, AMR Eagle, our regional airline, American Beacon
Advisors, our investment advisory subsidiary and AAdvantage, our frequent flyer
program. The purpose of the review was to determine whether there existed the
potential for unlocking additional stockholder value with respect to one or more
of these strategic assets through some type of separation transaction. As a
result of this review, we announced in late 2007 that we planned to divest AMR
Eagle; however, in mid-2008 we announced that, given the then-current industry
environment, we had decided to place that planned divestiture on hold until
industry conditions are more favorable and stable. Also pursuant to the review,
we sold American Beacon Advisors to a third party in September 2008 (the Company
maintained a minority equity stake).
In the
future, we may consider and engage in discussions with third parties regarding
the divestiture of AMR Eagle and other separation transactions, and we may
decide to proceed with one or more such transactions. There can be no assurance
that we will complete any separation transactions, that any announced plans or
transactions will be consummated, or as to the impact of these transactions on
stockholder value or on us.
Our business is subject to extensive
government regulation, which can result in increases in our costs, disruptions
to our operations, limits on our operating flexibility, reductions in the demand
for air travel, and competitive disadvantages.
Airlines
are subject to extensive domestic and international regulatory requirements.
Many of these requirements result in significant costs. For example, the FAA
from time to time issues directives and other regulations relating to the
maintenance and operation of aircraft. Compliance with those requirements drives
significant expenditures and has in the past, and may in the future, cause
disruptions to our operations. In addition, the ability of U.S. carriers to
operate international routes is subject to change because the applicable
arrangements between the United States and foreign governments may be amended
from time to time, or because appropriate slots or facilities are not made
available.
Moreover,
additional laws, regulations, taxes and airport rates and charges have been
enacted from time to time that have significantly increased the costs of airline
operations, reduced the demand for air travel or restricted the way we can
conduct our business. For example, the Aviation and Transportation Security Act,
which became law in 2001, mandated the federalization of certain airport
security procedures and resulted in the imposition of additional security
requirements on airlines. In addition, many aspects of our operations are
subject to increasingly stringent environmental regulations, and concerns about
climate change, in particular, may result in the imposition of additional
regulation. For example, the EU has approved a proposal that will put
a cap on carbon dioxide emissions for all flights into and out of the EU
effective in 2012. Laws or regulations similar to those described above or other
U.S. or foreign governmental actions in the future may adversely affect our
business and financial results.
The
results of our operations, demand for air travel, and the manner in which we
conduct our business each may be affected by changes in law and future actions
taken by governmental agencies, including:
|
•
|
|
changes
in law which affect the services that can be offered by airlines in
particular markets and at particular airports;
|
|
|
|
|
|
•
|
|
the
granting and timing of certain governmental approvals (including foreign
government approvals) needed for codesharing alliances and other
arrangements with other airlines;
|
|
|
|
|
|
•
|
|
restrictions
on competitive practices (for example court orders, or agency regulations
or orders, that would curtail an airline’s ability to respond to a
competitor);
|
|
|
|
|
|
•
|
|
the
adoption of regulations that impact customer service standards (for
example new passenger security standards, passenger bill of
rights);
|
|
|
|
|
|
•
|
|
restrictions
on airport operations, such as restrictions on the use of takeoff and
landing slots at airports or the auction of slot rights currently or
previously held by us; or
|
|
|
|
|
|
•
|
|
the
adoption of more restrictive locally imposed noise
restrictions.
|
In
addition, the air traffic control (ATC) system, which is operated by the
FAA, is not successfully managing the growing demand for U.S. air
travel. U.S. airlines carry about 740 million passengers a year and
are forecasted to accommodate a billion passengers annually by
2015. Air-traffic controllers rely on outdated technologies that
routinely overwhelm the system and compel airlines to fly inefficient, indirect
routes. We support a common-sense approach to ATC modernization that
would allocate cost to all ATC system users in proportion to the services they
consume. The reauthorization by the U.S. Congress of legislation that funds the
FAA, which includes proposals regarding upgrades to the ATC system, is pending,
but it is uncertain when any such legislation will be enacted.
We could be adversely affected by
conflicts overseas or terrorist attacks.
Actual or
threatened U.S. military involvement in overseas operations has, on occasion,
had an adverse impact on our business, financial position (including access to
capital markets) and results of operations, and on the airline industry in
general. The continuing conflicts in Iraq and Afghanistan, or other conflicts or
events in the Middle East or elsewhere, may result in similar adverse
impacts.
The
Terrorist Attacks had a material adverse impact on us. The occurrence of another
terrorist attack (whether domestic or international and whether against us or
another entity) could again have a material adverse impact on us.
Our international operations could be
adversely affected by numerous events, circumstances or government actions
beyond our control.
Our
current international activities and prospects could be adversely affected by
factors such as reversals or delays in the opening of foreign markets, exchange
controls, currency and political risks, environmental regulation, taxation and
changes in international government regulation of our operations, including the
inability to obtain or retain needed route authorities and/or
slots.
For
example, the “open skies” air services agreement between the United States and
the EU which took effect in March 2008, provides airlines from the United
States and EU member states open access to each other’s markets, with freedom of
pricing and unlimited rights to fly beyond the United States and any airport in
the EU including London’s Heathrow Airport. The agreement has resulted in
American facing increased competition in these markets, including Heathrow,
where we have lost market share.
We could be adversely affected by an
outbreak of a disease that affects travel behavior.
In 2003,
there was an outbreak of Severe Acute Respiratory Syndrome (SARS), which had an
adverse impact primarily on our Asia operations. More recently, there have been
concerns about a potential outbreak of avian flu. If there were another outbreak
of a disease (such as SARS or avian flu) that affects travel behavior, it could
have a material adverse impact on us.
Our labor costs are higher than those
of our competitors.
Wages,
salaries and benefits constitute a significant percentage of our total operating
expenses. In 2008, they constituted approximately 26 percent of our total
operating expenses. All of the major hub-and-spoke carriers with whom American
competes have achieved significant labor cost savings through or outside of
bankruptcy proceedings. We believe American’s labor costs are higher than those
of its primary competitors, and it is unclear how long this labor cost
disadvantage may persist.
We could be adversely affected if we
are unable to have satisfactory relations with any unionized or other employee
work group.
Our
operations could be adversely affected if we fail to have satisfactory relations
with any labor union representing our employees. In addition, any significant
dispute we have with, or any disruption by, an employee work group could
adversely impact us. Moreover, one of the fundamental tenets of our strategic
Turnaround Plan is increased union and employee involvement in our operations.
To the extent that we are unable to have satisfactory relations with any
unionized or other employee work group, our ability to execute our strategic
plans could be adversely affected.
American
is currently in mediated negotiations with each of its three major unions
regarding amendments to their respective labor agreements. American
Eagle is also in mediated negotiations with the TWU. The negotiations
process in the airline industry typically is slow and sometimes
contentious. The union that represents American’s pilots has recently
filed a number of grievances, lawsuits and complaints, most of which American
believes are part of a corporate campaign related to the union’s labor agreement
negotiations with American. While American is vigorously defending
these claims, unfavorable outcomes of one or more of them could require American
to incur additional costs, change the way it conducts some parts of its
business, or otherwise adversely affect us.
Our insurance costs have increased
substantially and further increases in insurance costs or reductions in coverage
could have an adverse impact on us.
We carry
insurance for public liability, passenger liability, property damage and
all-risk coverage for damage to our aircraft. As a result of the Terrorist
Attacks, aviation insurers significantly reduced the amount of insurance
coverage available to commercial air carriers for liability to persons other
than employees or passengers for claims resulting from acts of terrorism, war or
similar events (war-risk coverage). At the same time, these insurers
significantly increased the premiums for aviation insurance in
general.
The U.S.
government has agreed to provide commercial war-risk insurance for U.S. based
airlines through March 31, 2009, covering losses to employees, passengers,
third parties and aircraft. Beyond that date, the Secretary of Transportation
has the authority to provide commercial war-risk insurance until May 31,
2009. If the U.S. government does not extend the policy beyond March
31, 2009 (or beyond May 31, 2009 if the Secretary has exercised the authority to
extend coverage to that date), or if the U.S. government at any time thereafter
ceases to provide such insurance, or reduces the coverage provided by such
insurance, we will attempt to purchase similar coverage with narrower scope from
commercial insurers at an additional cost. To the extent this coverage is not
available at commercially reasonable rates, we would be adversely
affected.
While the
price of commercial insurance had declined since the period immediately after
the Terrorist Attacks, in the event commercial insurance carriers further reduce
the amount of insurance coverage available to us, or significantly increase its
cost, we would be adversely affected.
We may be unable to retain key
management personnel.
Since the
Terrorist Attacks, a number of our key management employees have elected to
retire early or leave for more financially favorable opportunities at other
companies, both within and outside of the airline industry. There can be no
assurance that we will be able to retain our key management employees. Any
inability to retain our key management employees, or attract and retain
additional qualified management employees, could have a negative impact on
us.
We could be adversely affected by a
failure or disruption of our computer, communications or other technology
systems.
We are
heavily and increasingly dependent on technology to operate our business. The
computer and communications systems on which we rely could be disrupted due to
various events, some of which are beyond our control, including natural
disasters, power failures, terrorist attacks, equipment failures, software
failures and computer viruses and hackers. We have taken certain steps to help
reduce the risk of some (but not all) of these potential disruptions. There can
be no assurance, however, that the measures we have taken are adequate to
prevent or remedy disruptions or failures of these systems. Any substantial or
repeated failure of these systems could impact our operations and customer
service, result in the loss of important data, loss of revenues, and increased
costs, and generally harm our business. Moreover, a failure of
certain of our vital systems could limit our ability to operate our flights for
an extended period of time, which would have a material adverse impact on our
operations and our business.
We
are at risk of losses and adverse publicity which might result from an accident
involving any of our aircraft.
If one of
our aircraft were to be involved in an accident, we could be exposed to
significant tort liability. The insurance we carry to cover damages
arising from any future accidents may be inadequate. In the event
that our insurance is not adequate, we may be forced to bear substantial losses
from an accident. In addition, any accident involving an aircraft
operated by us could adversely affect the public’s perception of
us.
ITEM
1B. UNRESOLVED STAFF COMMENTS
The
Company had no unresolved Securities and Exchange Commission staff comments at
December 31, 2008.
ITEM
2. PROPERTIES
Flight
Equipment – Operating
Owned and
leased aircraft operated by the Company at December 31, 2008
included:
Equipment
Type
|
|
Average
Seating Capacity
|
|
|
Owned
|
|
|
Capital
Leased
|
|
|
Operating
Leased
|
|
|
Total
|
|
|
Average
Age
(Years)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American
Airlines Aircraft
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Airbus
A300-600R
|
|
|
267 |
|
|
|
10 |
|
|
|
- |
|
|
|
16 |
|
|
|
26 |
|
|
|
19 |
|
Boeing
737-800
|
|
|
148 |
|
|
|
62 |
|
|
|
- |
|
|
|
15 |
|
|
|
77 |
|
|
|
9 |
|
Boeing
757-200
|
|
|
188 |
|
|
|
92 |
|
|
|
1 |
|
|
|
31 |
|
|
|
124 |
|
|
|
14 |
|
Boeing
767-200 Extended Range
|
|
|
167 |
|
|
|
3 |
|
|
|
11 |
|
|
|
1 |
|
|
|
15 |
|
|
|
22 |
|
Boeing
767-300 Extended Range
|
|
|
225 |
|
|
|
47 |
|
|
|
- |
|
|
|
11 |
|
|
|
58 |
|
|
|
15 |
|
Boeing
777-200 Extended Range
|
|
|
247 |
|
|
|
47 |
|
|
|
- |
|
|
|
- |
|
|
|
47 |
|
|
|
8 |
|
McDonnell
Douglas MD-80
|
|
|
140 |
|
|
|
108 |
|
|
|
64 |
|
|
|
107 |
|
|
|
279 |
|
|
|
19 |
|
Total
|
|
|
|
|
|
|
369 |
|
|
|
76 |
|
|
|
181 |
|
|
|
626 |
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMR
Eagle Aircraft
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bombardier
CRJ-700
|
|
|
70 |
|
|
|
25 |
|
|
|
- |
|
|
|
- |
|
|
|
25 |
|
|
|
6 |
|
Embraer
135
|
|
|
37 |
|
|
|
33 |
|
|
|
- |
|
|
|
- |
|
|
|
33 |
|
|
|
9 |
|
Embraer
140
|
|
|
44 |
|
|
|
59 |
|
|
|
- |
|
|
|
- |
|
|
|
59 |
|
|
|
6 |
|
Embraer
145
|
|
|
50 |
|
|
|
110 |
|
|
|
- |
|
|
|
- |
|
|
|
110 |
|
|
|
6 |
|
Super
ATR
|
|
|
64/66 |
|
|
|
- |
|
|
|
- |
|
|
|
39 |
|
|
|
39 |
|
|
|
14 |
|
Total
|
|
|
|
|
|
|
227 |
|
|
|
- |
|
|
|
39 |
|
|
|
266 |
|
|
|
8 |
|
A very
large majority of the Company’s owned aircraft are encumbered by liens granted
in connection with financing transactions entered into by the
Company.
Of the
operating aircraft listed above, one owned Airbus A300-600R aircraft was in
temporary storage as of December 31, 2008.
In
January 2009, the Company permanently retired seven McDonnell Douglas MD-80
aircraft and one Airbus A300 aircraft.
Flight
Equipment – Non-Operating
Owned and
leased aircraft not operated by the Company at December 31, 2008
included:
Equipment
Type
|
|
Owned
|
|
|
Capital
Leased
|
|
|
Operating
Leased
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American
Airlines Aircraft
|
|
|
|
|
|
|
|
|
|
|
|
|
Airbus
A300-600R
|
|
|
- |
|
|
|
- |
|
|
|
5 |
|
|
|
5 |
|
Fokker
100
|
|
|
- |
|
|
|
- |
|
|
|
4 |
|
|
|
4 |
|
McDonnell
Douglas MD-80
|
|
|
18 |
|
|
|
14 |
|
|
|
6 |
|
|
|
38 |
|
Total
|
|
|
18 |
|
|
|
14 |
|
|
|
15 |
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMR
Eagle Aircraft
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Embraer
135
|
|
|
6 |
|
|
|
- |
|
|
|
- |
|
|
|
6 |
|
Embraer
145
|
|
|
8 |
|
|
|
- |
|
|
|
- |
|
|
|
8 |
|
Saab
340B
|
|
|
46 |
|
|
|
- |
|
|
|
- |
|
|
|
46 |
|
Total
|
|
|
60 |
|
|
|
- |
|
|
|
- |
|
|
|
60 |
|
AMR Eagle
has leased its eight owned Embraer 145 aircraft not operated by the Company to
Trans States Airlines, Inc.
For
information concerning the estimated useful lives and residual values for owned
aircraft, lease terms for leased aircraft and amortization relating to aircraft
under capital leases, see Notes 1 and 5 to the consolidated financial
statements.
Flight
Equipment – Leased
Lease
expirations for the aircraft included in the table of capital and operating
leased flight equipment operated by the Company as of December 31, 2008
are:
Equipment
Type
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
and
Thereafter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American
Airlines Aircraft
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Airbus
A300-600R
|
|
|
2 |
|
|
|
6 |
|
|
|
8 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Boeing
737-800
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
8 |
|
|
|
7 |
|
Boeing
757-200
|
|
|
1 |
|
|
|
- |
|
|
|
1 |
|
|
|
- |
|
|
|
- |
|
|
|
30 |
|
Boeing
767-200 Extended Range
|
|
|
1 |
|
|
|
1 |
|
|
|
2 |
|
|
|
2 |
|
|
|
6 |
|
|
|
- |
|
Boeing
767-300 Extended Range
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3 |
|
|
|
8 |
|
McDonnell
Douglas MD-80
|
|
|
- |
|
|
|
8 |
|
|
|
21 |
|
|
|
23 |
|
|
|
27 |
|
|
|
92 |
|
|
|
|
4 |
|
|
|
15 |
|
|
|
32 |
|
|
|
25 |
|
|
|
44 |
|
|
|
137 |
|
AMR
Eagle Aircraft
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Super
ATR
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1 |
|
|
|
12 |
|
|
|
26 |
|
|
|
|
4 |
|
|
|
15 |
|
|
|
32 |
|
|
|
26 |
|
|
|
56 |
|
|
|
163 |
|
American
leases all 39 Super ATR aircraft from a third party and in turn, subleases those
aircraft to AMR Eagle for operation.
Substantially
all of the Company’s aircraft leases include an option to purchase the aircraft
or to extend the lease term, or both, with the purchase price or renewal rental
to be based essentially on the market value of the aircraft at the end of the
term of the lease or at a predetermined fixed amount.
Ground
Properties
The
Company leases or has built as leasehold improvements on leased property: most
of its airport and terminal facilities; its training facilities in Fort Worth,
Texas; its principal overhaul and maintenance bases at Tulsa International
Airport (Tulsa, Oklahoma), Kansas City International Airport (Kansas City,
Missouri) and Alliance Airport (Fort Worth, Texas); its regional reservation
offices; and local ticket and administration offices throughout the
system. The Company owns its headquarters building in Fort Worth,
Texas, on which a mortgage loan is payable. American has entered into
agreements with the Tulsa Municipal Airport Trust; the Alliance Airport
Authority, Fort Worth, Texas; the New York City Industrial Development Agency;
and the Dallas/Fort Worth, Chicago O'Hare, Newark, San Juan, and Los Angeles
airport authorities to provide funds for constructing, improving and modifying
facilities and acquiring equipment which are or will be leased to the
Company. The Company also uses public airports for its flight
operations under lease or use arrangements with the municipalities or
governmental agencies owning or controlling them and leases certain other ground
equipment for use at its facilities.
For
information concerning the estimated lives and residual values for owned ground
properties, lease terms and amortization relating to ground properties under
capital leases, and acquisitions of ground properties, see Notes 1 and 5 to the
consolidated financial statements.
ITEM
3. LEGAL
PROCEEDINGS
Between
April 3, 2003 and June 5, 2003, three lawsuits were filed by travel agents, some
of whom opted out of a prior class action (now dismissed) to pursue their claims
individually against American, other airline defendants, and in one case,
against certain airline defendants and Orbitz LLC. The cases, Tam Travel et. al., v. Delta
Air Lines et. al., in the United States District Court for the Northern
District of California, San Francisco (51 individual agencies), Paula Fausky d/b/a Timeless
Travel v. American Airlines, et. al, in the United States District Court
for the Northern District of Ohio, Eastern Division (29 agencies) and Swope Travel et al. v.
Orbitz et. al. in the United States District Court for the Eastern
District of Texas, Beaumont Division (71 agencies) were consolidated for
pre-trial purposes in the United States District Court for the Northern District
of Ohio, Eastern Division. Collectively, these lawsuits seek damages and
injunctive relief alleging that the certain airline defendants and Orbitz LLC:
(i) conspired to prevent travel agents from acting as effective competitors in
the distribution of airline tickets to passengers in violation of Section 1 of
the Sherman Act; (ii) conspired to monopolize the distribution of common
carrier air travel between airports in the United States in violation of Section
2 of the Sherman Act; and that (iii) between 1995 and the present, the airline
defendants conspired to reduce commissions paid to U.S.-based travel agents in
violation of Section 1 of the Sherman Act. On September 23, 2005, the
Fausky
plaintiffs dismissed their claims with prejudice. On September 14, 2006,
the court dismissed with prejudice 28 of the Swope
plaintiffs. On October 29, 2007, the court dismissed all
actions. The Tam plaintiffs have
appealed the court’s decision. The Swope plaintiffs have
moved to have their case remanded to the Eastern District of Texas.
American continues to vigorously defend these lawsuits. A final
adverse court decision awarding substantial money damages or placing material
restrictions on the Company’s distribution practices would have a material
adverse impact on the Company.
On July
12, 2004, a consolidated class action complaint that was subsequently amended on
November 30, 2004, was filed against American and the Association of
Professional Flight Attendants (APFA), the union which represents American’s
flight attendants (Ann
M. Marcoux, et al., v. American Airlines Inc., et al. in the United
States District Court for the Eastern District of New York). While a class has
not yet been certified, the lawsuit seeks on behalf of all of American’s flight
attendants or various subclasses to set aside and to obtain damages allegedly
resulting from the April 2003 Collective Bargaining Agreement referred to as the
Restructuring Participation Agreement (RPA). The RPA was one of three labor
agreements American successfully reached with its unions in order to avoid
filing for bankruptcy in 2003. In a related case (Sherry Cooper, et al. v.
TWA Airlines, LLC, et al., also in the United States District Court for
the Eastern District of New York), the court denied a preliminary injunction
against implementation of the RPA on June 30, 2003. The Marcoux suit alleges
various claims against the APFA and American relating to the RPA and the
ratification vote on the RPA by individual APFA members, including: violation of
the Labor Management Reporting and Disclosure Act (LMRDA) and the APFA’s
Constitution and By-laws, violation by the APFA of its duty of fair
representation to its members, violation by American of provisions of the
Railway Labor Act (RLA) through improper coercion of flight attendants into
voting or changing their vote for ratification, and violations of the Racketeer
Influenced and Corrupt Organizations Act of 1970 (RICO). On
March 28, 2006, the district court dismissed all of various state law claims
against American, all but one of the LMRDA claims against the APFA, and the
claimed violations of RICO. On July 22, 2008, the district court
granted summary judgment to American and APFA concerning the remaining claimed
violations of the RLA and the duty of fair representation against American and
the APFA (as well as one LMRDA claim and one claim against the APFA of a breach
of its constitution). On August 20, 2008, a notice of appeal was
filed on behalf of the purported class of flight attendants. Although the
Company believes the case against it is without merit and both American and the
APFA are vigorously defending the lawsuit, a final adverse court decision
invalidating the RPA and awarding substantial money damages would have a
material adverse impact on the Company.
On
February 14, 2006, the Antitrust Division of the United States Department of
Justice (the “DOJ”) served the Company with a grand jury subpoena as part of an
ongoing investigation into possible criminal violations of the antitrust laws by
certain domestic and foreign air cargo carriers. At this time, the Company does
not believe it is a target of the DOJ investigation. The New Zealand
Commerce Commission notified the Company on February 17, 2006 that it is also
investigating whether the Company and certain other cargo carriers entered into
agreements relating to fuel surcharges, security surcharges, war risk
surcharges, and customs clearance surcharges. On February 22, 2006, the
Company received a letter from the Swiss Competition Commission informing the
Company that it too is investigating whether the Company and certain other cargo
carriers entered into agreements relating to fuel surcharges, security
surcharges, war risk surcharges, and customs clearance surcharges. On
March 11, 2008, the Company received from the Swiss Competition Commission a
request for information concerning, among other things, the scope and
organization of the Company’s activities in Switzerland. On December
19, 2006 and June 12, 2007, the Company received requests for information from
the European Commission seeking information regarding the Company's corporate
structure, and revenue and pricing announcements for air cargo shipments to and
from the European Union. On January 23, 2007, the Brazilian competition
authorities, as part of an ongoing investigation, conducted an unannounced
search of the Company’s cargo facilities in Sao Paulo, Brazil. On
April 28, 2008, the Brazilian competition authorities preliminarily charged the
Company with violating Brazilian competition laws. The authorities
are investigating whether the Company and certain other foreign and domestic air
carriers violated Brazilian competition laws by illegally conspiring to set fuel
surcharges on cargo shipments. The Company is vigorously contesting
the allegations and the preliminary findings of the Brazilian competition
authorities. On June 27, 2007 and October 31, 2007, the Company
received requests for information from the Australian Competition and Consumer
Commission seeking information regarding fuel surcharges imposed by the Company
on cargo shipments to and from Australia and regarding the structure of the
Company's cargo operations. On September 1, 2008, the Company received a request
from the Korea Fair Trade Commission seeking information regarding cargo rates
and surcharges and the structure of the Company’s activities in Korea. On December 18, 2007, the
European Commission issued a Statement of Objection (“SO”) against 26 airlines,
including the Company. The SO alleges that these carriers
participated in a conspiracy to set surcharges on cargo shipments in violation
of EU law. The SO states that, in the event that the allegations in
the SO are affirmed, the Commission will impose fines against the
Company. The Company intends to vigorously contest the allegations
and findings in the SO under EU laws, and it intends to cooperate fully with all
other pending investigations. In the event that the SO is affirmed or other
investigations uncover violations of the U.S. antitrust laws or the competition
laws of some other jurisdiction, or if the Company were named and found liable
in any litigation based on these allegations, such findings and related legal
proceedings could have a material adverse impact on the
Company.
Approximately
44 purported class action lawsuits have been filed in the U.S. against the
Company and certain foreign and domestic air carriers alleging that the
defendants violated U.S. antitrust laws by illegally conspiring to set prices
and surcharges on cargo shipments. These cases, along with other
purported class action lawsuits in which the Company was not named, were
consolidated in the United States District Court for the Eastern District of New
York as In re Air
Cargo Shipping Services Antitrust Litigation, 06-MD-1775 on June 20,
2006. Plaintiffs are
seeking trebled money damages and injunctive relief. The Company has
not been named as a defendant in the consolidated complaint filed by the
plaintiffs. However, the plaintiffs have not released any claims that
they may have against the Company, and the Company may later be added as a
defendant in the litigation. If the Company is sued on these claims,
it will vigorously defend the suit, but any adverse judgment could have a
material adverse impact on the Company. Also, on January 23, 2007,
the Company was served with a purported class action complaint filed against the
Company, American, and certain foreign and domestic air carriers in the Supreme
Court of British Columbia in Canada (McKay v. Ace Aviation
Holdings, et al.). The plaintiff alleges that the defendants violated
Canadian competition laws by illegally conspiring to set prices and surcharges
on cargo shipments. The complaint seeks compensatory and punitive damages
under Canadian law. On June 22, 2007, the plaintiffs agreed to dismiss
their claims against the Company. The dismissal is without prejudice
and the Company could be brought back into the litigation at a future
date. If litigation is recommenced against the Company in the
Canadian courts, the Company will vigorously defend itself; however, any adverse
judgment could have a material adverse impact on the Company.
On June
20, 2006, the DOJ served the Company with a grand jury subpoena as part of an
ongoing investigation into possible criminal violations of the antitrust laws by
certain domestic and foreign passenger carriers. At this time, the
Company does not believe it is a target of the DOJ investigation. The
Company intends to cooperate fully with this investigation. On
September 4, 2007, the Attorney General of the State of Florida served the
Company with a Civil Investigative Demand as part of its investigation of
possible violations of federal and Florida antitrust laws regarding the pricing
of air passenger transportation. In the event that this or other
investigations uncover violations of the U.S. antitrust laws or the competition
laws of some other jurisdiction, such findings and related legal proceedings
could have a material adverse impact on the Company.
Approximately
52 purported class action lawsuits have been filed in the U.S. against the
Company and certain foreign and domestic air carriers alleging that the
defendants violated U.S. antitrust laws by illegally conspiring to set prices
and surcharges for passenger transportation. On October 25, 2006,
these cases, along with other purported class action lawsuits in which the
Company was not named, were consolidated in the United States District Court for
the Northern District of California as In re International Air
Transportation Surcharge Antitrust Litigation, Civ. No. 06-1793 (the
“Passenger MDL”). On July 9, 2007, the Company was named as a
defendant in the Passenger MDL. On August 25, 2008, the plaintiffs
dismissed their claims against the Company in this action. On March
13, 2008, and March 14, 2008, two additional purported class action complaints,
Turner v. American Airlines, et al., Civ. No. 08-1444 (N.D. Cal.), and LaFlamme
v. American Airlines, et al., Civ. No. 08-1079 (E.D.N.Y.), were filed against
the Company, alleging that the Company violated U.S. antitrust laws by illegally
conspiring to set prices and surcharges for passenger transportation in Japan
and certain European countries, respectively. The Turner plaintiffs
have failed to perfect service against the Company, and it is unclear whether
they intend to pursue their claims. On February 17, 2009, the LaFlamme
plaintiffs agreed to dismiss their claims against the Company without
prejudice. In the event that the Turner plaintiffs pursue their claims or
the LaFlamme plaintiffs re-file claims against the Company, the Company will
vigorously defend these lawsuits, but any adverse judgment in these actions
could have a material adverse impact on the Company.
On August
21, 2006, a patent infringement lawsuit was filed against American and American
Beacon Advisors, Inc. (then a wholly-owned subsidiary of the Company) in the
United States District Court for the Eastern District of Texas (Ronald A. Katz Technology
Licensing, L.P. v. American Airlines, Inc., et al.). This case
has been consolidated in the Central District of California for pre-trial
purposes with numerous other cases brought by the plaintiff against other
defendants. On December 1, 2008, the court dismissed with prejudice
all claims against American Beacon. The plaintiff alleges that
American infringes a number of the plaintiff’s patents, each of which relates to
automated telephone call processing systems. The plaintiff is seeking
past and future royalties, injunctive relief, costs and attorneys'
fees. Although the Company believes that the plaintiff’s claims are
without merit and is vigorously defending the lawsuit, a final adverse court
decision awarding substantial money damages or placing material restrictions on
existing automated telephone call system operations would have a material
adverse impact on the Company.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No
matters were submitted to a vote of the Company's security holders during the
last quarter of its fiscal year ended December 31, 2008.
Executive Officers of the
Registrant
The
following information relates to the executive officers of AMR as of the filing
of this Form 10-K.
|
|
|
Gerard
J. Arpey
|
|
Mr.
Arpey was elected Chairman, President and Chief Executive Officer of AMR
and American in May 2004. He was elected Chief Executive
Officer of AMR and American in April 2003. He served as
President and Chief Operating Officer of AMR and American from April 2002
to April 2003. He served as Executive Vice President – Operations of
American from January 2000 to April 2002, Chief Financial Officer of AMR
from 1995 through 2000 and Senior Vice President – Planning of American
from 1992 to January 1995. Prior to that, he served in various
management positions at American since 1982. Age
50.
|
|
|
|
Daniel
P. Garton
|
|
Mr.
Garton was elected Executive Vice President – Marketing of American in
September 2002. He is also an Executive Vice President of
AMR. He served as Executive Vice President – Customer Services
of American from January 2000 to September 2002 and Senior Vice President
– Customer Services of American from 1998 to January
2000. Prior to that, he served as President of AMR Eagle from
1995 to 1998. Except for two years service as Senior Vice
President and Chief Financial Officer of Continental between 1993 and
1995, he has been with the Company in various management positions since
1984. Age 51.
|
|
|
|
Thomas
W. Horton
|
|
Mr.
Horton was elected Executive Vice President of Finance and Planning and
Chief Financial Officer of AMR and American in March 2006 upon returning
to American from AT&T Corp., a telecommunications company, where he
had been Vice Chairman and Chief Financial Officer. Prior to
leaving for AT&T Corp., Mr. Horton was Senior Vice President and Chief
Financial Officer of AMR and American from January 2000 to
2002. From 1994 to January 2000 Mr. Horton served as a Vice
President of American and has served in various management positions of
American since 1985. Age 47.
|
|
|
|
Robert
W. Reding
|
|
Mr.
Reding was elected Executive Vice President – Operations for American in
September 2007. He is also an Executive Vice President of
AMR. He served as Senior Vice President – Technical Operations
for American from May 2003 to September 2007. He joined the
Company in March 2000 and served as Chief Operations Officer of AMR Eagle
through May 2003. Prior to joining the Company, Mr. Reding
served as President and Chief Executive Officer of Reno Air from 1992 to
1998 and President and Chief Executive Officer of Canadian Regional
Airlines from 1998 to March 2000. Age 59.
|
|
|
|
Gary
F. Kennedy
|
|
Mr.
Kennedy was elected Senior Vice President and General Counsel of AMR and
American in January 2003. He is also the Company’s Chief
Compliance Officer. He served as Vice President – Corporate Real Estate of
American from 1996 to January 2003. Prior to that, he served as
an attorney and in various management positions at American since
1984. Age 53.
|
|
|
|
There are
no family relationships among the executive officers of the Company named
above.
There
have been no events under any bankruptcy act, no criminal proceedings, and no
judgments or injunctions material to the evaluation of the ability and integrity
of any director or executive officer during the past five
years.
ITEM
5. MARKET
FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The
Company's common stock is traded on the New York Stock Exchange (symbol
AMR). The approximate number of record holders of the Company's
common stock at February 11, 2009 was 15,802.
The range
of closing market prices for AMR's common stock on the New York Stock Exchange
was:
|
|
2008
|
|
|
2007
|
|
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
Quarter
Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31
|
|
$ |
16.18 |
|
|
$ |
8.38 |
|
|
$ |
40.66 |
|
|
$ |
30.14 |
|
June
30
|
|
|
10.32 |
|
|
|
5.12 |
|
|
|
33.12 |
|
|
|
25.34 |
|
September
30
|
|
|
13.00 |
|
|
|
4.41 |
|
|
|
28.83 |
|
|
|
20.77 |
|
December
31
|
|
|
11.97 |
|
|
|
6.45 |
|
|
|
25.64 |
|
|
|
14.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No cash
dividends on common stock were declared for any period during 2008 or 2007, and
the Company has no intention of paying dividends in the foreseeable
future.
ITEM
6. SELECTED
CONSOLIDATED FINANCIAL DATA
(in
millions, except per share amounts)
|
|
|
|
2008 2,5 |
|
|
|
2007 4 |
|
|
|
2006
1 |
|
|
|
2005
1,
6 |
|
|
|
2004
1,
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating revenues
|
|
$ |
23,766 |
|
|
$ |
22,935 |
|
|
$ |
22,563 |
|
|
$ |
20,712 |
|
|
$ |
18,645 |
|
Operating
income (loss)
|
|
|
(1,889 |
) |
|
|
965 |
|
|
|
1,060 |
|
|
|
(89 |
) |
|
|
(134 |
) |
Net
income (loss)
|
|
|
(2,071 |
) |
|
|
504 |
|
|
|
231 |
|
|
|
(857 |
) |
|
|
(751 |
) |
Net
income (loss) per share:
Basic
|
|
|
(7.98 |
) |
|
|
2.06 |
|
|
|
1.13 |
|
|
|
(5.18 |
) |
|
|
(4.68 |
) |
Diluted
|
|
|
(7.98 |
) |
|
|
1.78 |
|
|
|
0.98 |
|
|
|
(5.18 |
) |
|
|
(4.68 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
|
25,175 |
|
|
|
28,571 |
|
|
|
29,145 |
|
|
|
29,495 |
|
|
|
28,773 |
|
Long-term
debt, less current maturities
|
|
|
8,419 |
|
|
|
9,413 |
|
|
|
11,217 |
|
|
|
12,530 |
|
|
|
12,436 |
|
Obligations
under capital leases, less current obligations
|
|
|
582 |
|
|
|
680 |
|
|
|
824 |
|
|
|
926 |
|
|
|
1,088 |
|
Obligation
for pension and postretirement benefits
|
|
|
6,614 |
|
|
|
3,620 |
|
|
|
5,341 |
|
|
|
4,998 |
|
|
|
4,743 |
|
Stockholders’
equity (deficit) 3
|
|
|
(2,935 |
) |
|
|
2,657 |
|
|
|
(606 |
) |
|
|
(1,430 |
) |
|
|
(537 |
) |
1
|
Includes
the impact of adopting FSP AUG AIR-1 “Accounting for Planned Major
Maintenance Activities”.
|
2
|
Includes
restructuring charges. In 2008, these restructuring charges
consisted of $1.2 billion primarily related to aircraft and employee
charges due to announced capacity reductions (for further discussion of
these items, see Note 2 to the consolidated financial
statements).
|
3
|
Effective
December 31, 2006, the Company adopted SFAS 158 “Employers’ Accounting for
Defined Benefit Pension and Other Postretirement Plans”. This
adoption decreased Stockholders’ equity by $1.0 billion and increased the
obligation for pension and other postretirement benefits by $880
million. As a result of actuarial changes including the
discount rate and the impact of legislation changing pilot retirement age
to 65, the Company recorded a $1.7 billion reduction in pension and
retiree medical and other benefits and a corresponding increase in
stockholders’ equity in 2007. As a result of a significant
decline in market value in 2008, the Company recorded a $3.0 billion
increase in pension and retiree medical and other benefits and a similar
decrease in stockholders’ equity in 2008. In 2008, the Company
incurred $103 million in expense due to a pension settlement (for further
discussion, see Note 10 to the consolidated financial
statements).
|
4
|
Includes
the impact of the $138 million gain on the sale of ARINC as described in
Note 3 to the consolidated financial
statements.
|
5
|
Includes
the impact of the $432 million gain on the sale of American Beacon
Advisors as described in Note 14 to the consolidated financial
statements.
|
6
|
Includes
the impact of adopting Statement of Financial Accounting Standards No.
123(R), “Share-Based Payment”.
|
No cash
dividends were declared on AMR’s common shares during any of the periods
above.
Information
on the comparability of results is included in Item 7, “Management's Discussion
and Analysis” and the notes to the consolidated financial
statements.
ITEM
7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward-Looking
Information
The
discussions under Business, Risk Factors, Properties and Legal Proceedings, and
the following discussions under “Management's Discussion and Analysis of
Financial Condition and Results of Operations” and “Quantitative and Qualitative
Disclosures about Market Risk” contain various forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which represent
the Company's expectations or beliefs concerning future events. When
used in this document and in documents incorporated herein by reference, the
words "expects," "plans," "anticipates," “indicates,” “believes,” “forecast,”
“guidance,” “outlook,” “may,” “will,” “should,” “seeks,” “targets” and similar
expressions are intended to identify forward-looking statements. Forward-looking
statements include, without limitation, the Company’s expectations concerning
operations and financial conditions, including changes in capacity, revenues,
and costs, future financing plans and needs, overall economic and industry
conditions, plans and objectives for future operations, regulatory approvals and
actions, including the Company’s application for antitrust immunity with other
oneworld alliance
members, and the impact on the Company of its results of operations in recent
years and the sufficiency of its financial resources to absorb that
impact. Other forward-looking statements include statements which do
not relate solely to historical facts, such as, without limitation, statements
which discuss the possible future effects of current known trends or
uncertainties, or which indicate that the future effects of known trends or
uncertainties cannot be predicted, guaranteed or assured. All
forward-looking statements in this report are based upon information available
to the Company on the date of this report. The Company undertakes no
obligation to publicly update or revise any forward-looking statement, whether
as a result of new information, future events, or otherwise. Guidance
given in this report regarding capacity, fuel consumption, fuel prices, fuel
hedging, and unit costs, and statements regarding expectations of regulatory
approval of the Company’s application for antitrust immunity with other oneworld members are
forward-looking statements. The Risk Factors listed in Item 1A, in
addition to other possible factors not listed, could cause the Company's actual
results to differ materially from historical results and from those expressed in
forward-looking statements.
Overview
After
earning a modest profit in 2006 and 2007, in 2008 the Company was severely
challenged by the difficulties of very high fuel prices (oil prices reached a
record price of $147 per barrel in July 2008) and a rapidly deteriorating
economy in the second half of the year. In reaction to these challenges,
throughout 2008 the Company implemented several key actions designed to help it
manage through these near-term challenges while continuing to position the
Company for long-term success.
In
response to soaring jet fuel prices, in May 2008 the Company announced capacity
cuts to take effect during the last four months of 2008 as it attempted to
create a more sustainable supply-demand balance in the market. At the
same time, in an effort to generate more revenue, the Company introduced a range
of new service charges, such as a service charge for a first checked bag, that
were expected to generate incremental annual revenue of several hundred million
dollars.
The
Company also continued to focus on strengthening its balance sheet and executing
on its fleet renewal and replacement plan, as further described below, and
implemented a number of initiatives to improve its dependability and on-time
performance. In addition, the Company continues to look for ways to
strengthen its global network, and in August 2008 the Company, along with four
fellow members of the oneworld global alliance,
filed an application with the U.S. Department of Transportation for global
antitrust immunity.
The
Company recorded a net loss of $2.1 billion in 2008 compared to net earnings of
$504 million in 2007. The Company’s 2008 results include an
impairment charge of $1.1 billion to write the McDonnell Douglas MD-80 and
Embraer RJ-135 fleets and certain related long-lived assets down to their
estimated fair values, a $71 million accrual for employee severance costs, and a
$33 million expense related to the grounding of leased Airbus A300 aircraft
prior to lease expiration (all in connection with announced capacity
reductions). Early pilot retirements resulted in $917 million in
total lump sum payments to 517 pilot retirees (approximately $1.8 million per
retiree consisting of payments from Company-funded defined benefit and defined
contribution plan trusts) for which the Company incurred a $103 million
settlement charge. The capacity reduction and impairment charges are
described in Note 2 and the pension settlement charge is described in Note 10 to
the consolidated financial statements. In addition, the Company’s
2008 results include the sale of American Beacon for a net gain of $432 million
described in Note 14 to the consolidated financial statements.
The
Company’s 2008 net operating loss also reflects a dramatic year-over-year
increase in fuel prices from an average of $2.13 per gallon in 2007 to an
average of $3.03 per gallon in 2008. Fuel expense has become the
Company’s largest single expense category and the price increase resulted in
$2.7 billion in incremental year-over-year fuel expense in 2008 (based on the
year-over-year increase in the average price per gallon multiplied by gallons
consumed, inclusive of the impact of fuel hedging). Although fuel
prices have abated somewhat from the record prices recorded in July 2008, fuel
prices are still extremely volatile by historical standards.
The
significant rise in fuel price was partially offset by higher unit revenues
(passenger revenue per available seat mile). Mainline passenger unit
revenues increased 7.3 percent for the year due to an 8.6 percent increase in
passenger yield (passenger revenue per passenger mile) partially offset by an
approximately one point load factor decrease compared to
2007. Although passenger yield showed year-over-year improvement,
passenger yield remains essentially flat with the levels set in 2000 despite
cumulative inflation of approximately 25 percent over the same time
frame. The Company believes this is the result of a fragmented
industry with numerous competitors and excess capacity, increased low cost
carrier competition, increased price competition due to the internet, and other
factors. Since deregulation in 1978, the Company’s passenger yield
has increased 85 percent, while the Consumer Price Index (CPI), as measured by
the US Department of Labor Bureau of Labor Statistics, has grown by 226
percent. The Company believes increases in passenger yield will
continue to significantly lag CPI indefinitely.
The
Company’s efforts to drive continuous revenue and cost improvement under the
Turnaround Plan are ongoing. This plan was established in 2003 and is
the Company’s strategic framework for achieving sustained profitability and has
four tenets: (i) lower costs to compete, (ii) fly smart – give customers what
they value, (iii) pull together, win together and (iv) build a financial
foundation.
Although
the Company’s cost per available seat mile increased from 11.54 cents in 2002 to
14.57 cents in 2008, the fuel component of unit cost increased from 1.43 cents
to 5.12 cents over the same period. All other components of unit cost
decreased from 10.11 cents in 2002 to 9.45 cents in 2008, or 6.5 percent.
However, the Company’s 2008 unit costs excluding fuel were greater than in 2007,
and are expected to increase in 2009 compared to 2008. Factors
driving the 2009 increase include increased defined benefit pension expenses and
retiree medical and other expenses (due to the stock market decline), and cost
pressures associated with the Company’s previously announced capacity reductions
and dependability initiatives.
The
Company has also implemented numerous efforts to find additional revenue sources
and increase existing ones. In addition to improving core passenger
and cargo revenues, these efforts have contributed to an increase in Other
revenue from $1.4 billion (as reclassified by change in presentation for certain
passenger revenues – see Note 1 to the consolidated financial statements) in
2002 to $2.2 billion in 2008. Examples of new revenue sources over
this period include checked baggage service charges, flight change service
charges, onboard food sales, single day passes for AAdmirals Club admission,
reservations ticketing service charges, First Class upgrades on day of
departure, and numerous other initiatives.
Lastly,
under the Turnaround Plan, the Company has worked to reduce debt, continued to
make contributions to employee pension plans and improve financial flexibility
for the future. Historically, airline industry earnings are highly
cyclical with frequent and extended periods of significant losses, and an
airline’s liquidity and borrowing capacity can be critical to sustaining
operations. The Company has reduced its balance sheet debt
(Short-Term Debt plus Long-Term Debt) from $13.2 billion at the end of 2002 to
$11.0 billion at year end 2008. Over the same period, Cash and
Short-term investments (including restricted cash and short-term investments)
have increased by $900 million to $3.6 billion. However, the
Company’s Cash and Short-term investments (including restricted cash and
short-term investments) decreased in 2008 due primarily to debt repayments,
increased fuel expense and fuel hedge collateral as discussed in the “Liquidity
and Capital Resources” section of Item 7.
Although
the ratio of the fair value of plan assets to the accumulated benefit
obligations of the employee pension programs has decreased from 75 percent to 70
percent during this same period due to a significant decrease in the value of
assets from the recent decline in the stock market, the Company has contributed
$2.1 billion to the employee pension plans from 2002 through the end of
2008.
The
Company made several announcements during 2008. In August 2008,
American entered into a joint business agreement and related marketing
arrangements with UK carrier, British Airways, and Spanish carrier, Iberia,
providing for commercial cooperation by the carriers on flights between North
America (consisting of the United States, Canada and Mexico) and Europe
(consisting of the European Union, Switzerland and Norway). The
agreement contemplates the pooling and sharing of certain revenues and costs on
transatlantic flights, expanded codesharing on each other’s flights, enhanced
frequent flyer program reciprocity, and cooperation in the areas of planning,
marketing and certain operations. These agreements were signed in
connection with an application to the U.S. Department of Transportation by the
carriers for antitrust immunity to permit global cooperation. The
application also included the Finnish carrier, Finnair, and the Jordanian
carrier, Royal Jordanian. If granted (which cannot be assured),
antitrust immunity will permit the five carriers, all of whom are members of the
oneworld airline
alliance, to deepen cooperation on a bilateral and multilateral
basis.
Implementation
of the joint business agreement and related arrangements is subject to
conditions, including various U.S. and foreign regulatory approvals, successful
negotiation of certain detailed financial and commercial arrangements, and other
approvals. Agencies from which regulatory approvals must be obtained
may impose requirements or limitations as a condition of granting such
approvals, such as requiring divestiture of routes, gates, slots or other
assets.
The
Company also continued its fleet renewal strategy as it entered into various
amendments to its 737-800 purchase agreement with the Boeing
Company. Giving effect to the amendments and considering the
impact of delays caused by Boeing’s recent machinist strike, the Company is now
committed to take delivery of a total of 29 737-800 aircraft in 2009, 39 737-800
aircraft in 2010 and eight 737-800 aircraft in 2011. In addition to
these aircraft, the Company has firm commitments for eleven 737-800 aircraft and
seven Boeing 777 aircraft scheduled to be delivered in 2013 - 2016.
In
addition, the Company entered into a new purchase agreement with Boeing for the
acquisition of 42 Boeing 787-9 aircraft. The Boeing 787-9 purchase
agreement contains certain contingency provisions including provisions which
allow American to cancel the contract under certain circumstances, which are
described in the Liquidity and Capital Resources subsection of Item
7. “Management's Discussion and Analysis of Financial Condition and
Results of Operations”. The agreement also includes purchase rights
to acquire up to 58 additional Boeing 787 aircraft.
In 2007,
the Company had announced the intended divestiture of AMR Eagle, its
wholly-owned regional carrier. Given the current industry
environment, the Company announced in 2008 that it had decided to place on hold
its planned divestiture until industry conditions were more stable and
favorable. The Company continues to believe that a divestiture of AMR
Eagle makes sense in the long term for the Company, American, AMR Eagle and
their stakeholders, but the Company also believes that a divestiture is not
sensible amid current conditions.
The Company’s ability to
return to profitability and its ability to continue to fund its obligations on
an ongoing basis will depend on a number of factors, many of which are largely
beyond the Company’s control. Certain risk factors that affect
the Company’s business and financial results are discussed in the Risk Factors
listed in Item 1A. In addition, most of the Company’s largest
domestic competitors and several smaller carriers have filed for bankruptcy in
the last several years and have used this process to significantly reduce
contractual labor and other costs. In order to remain competitive and
to improve its financial condition, the Company must continue to take steps to
generate additional revenues and to reduce its costs. Although the
Company has a number of initiatives underway to address its cost and revenue
challenges, the adequacy and ultimate success of these initiatives is not known
at this time and cannot be assured. It will be very difficult for the
Company to continue to fund its obligations on an ongoing basis, and to return
to profitability, if the overall industry revenue environment does not improve
substantially and if fuel prices were to increase and persist for an extended
period at high levels.
Liquidity and Capital
Resources
Cash, Short-Term Investments and
Restricted Assets At December 31, 2008, the
Company had $3.1 billion in unrestricted cash and short-term investments and
$459 million in restricted cash and short-term investments, both at fair value,
versus $4.5 billion in unrestricted cash and short-term investments and $428
million in restricted cash and short-term investments in
2007. Despite the current credit crisis and its deteriorating impact
on the measurement of the fair value of investments, the Company had no
short-term investments that had permanently declined in value, nor did it own
any auction rate securities. As of December 31, 2008, the Company had
recorded approximately $10 million of unrealized loss in other comprehensive
income related to its short-term investments.
Significant Indebtedness and Future
Financing Indebtedness is a significant risk to the
Company as discussed in the Risk Factors listed in Item 1A. During
2006, 2007 and 2008, the Company raised an aggregate of approximately $2.4
billion in financing to fund capital commitments (mainly for aircraft and ground
properties), debt maturities, and employee pension obligations, and to bolster
its liquidity. As of the date of this Form 10-K, the Company believes
that it should have sufficient liquidity to fund its operations for the near
term, including repayment of debt and capital leases, capital expenditures and
other contractual obligations, including those relating to the anticipated
delivery of 76 Boeing 737-800 aircraft that American is now committed to acquire
in 2009 through 2011.
In 2009,
the Company will be required to make approximately $1.8 billion of principal
payments on long-term debt and approximately $110 million in principal payments
on capital leases, and the Company expects to spend approximately $1.6 billion
on capital expenditures, including the aircraft commitments described in the
preceding paragraph. In addition, the global economic downturn,
potential increases in the amount of required reserves under credit card
processing agreements, and the obligation to post cash collateral to secure loss
positions on fuel hedging contracts, also pose challenges to our
liquidity. To maintain sufficient liquidity and because the Company
has significant debt, lease and other obligations in the next several years,
including commitments to purchase aircraft, as well as significant pension
funding obligations (refer to Contractual Obligations in this Item 7), the
Company will need access to substantial additional funding.
The
Company’s possible financing sources primarily include: (i) a limited amount of
additional secured aircraft debt or sale leaseback transactions involving owned
aircraft; (ii) debt secured by new aircraft deliveries; (iii) debt secured by
other assets; (iv) securitization of future operating receipts; (v) the sale or
monetization of certain assets; (vi) unsecured debt; and (vii) issuance of
equity and/or equity-like securities. Besides unencumbered aircraft, some of the
Company’s particular assets and other sources of liquidity that could be sold or
otherwise used as sources of financing include AAdvantage program miles, route
authorities and takeoff and landing slots, and certain of the Company’s business
units and subsidiaries, such as AMR Eagle. The Company’s ability to
obtain future financing is limited by the value of its unencumbered
assets. A very large majority of the Company’s aircraft assets
(including most of the aircraft eligible for the benefits of Section 1110
of the U.S. Bankruptcy Code) are encumbered. Also, the market value
of these aircraft assets has declined in recent years, and may continue to
decline. The Company believes it has at least $3.5 billion in
unencumbered assets and other sources of liquidity as of December 31, 2008. However, the
availability and level of the financing sources described above cannot be
assured, particularly in light of the Company’s and American’s financial results
in recent years, the Company’s and American’s substantial indebtedness, the
difficult revenue environment they face, their reduced credit ratings, recent
historically high fuel prices, and the financial difficulties experienced in the
airline industry. In addition, the global economic downturn and
recent severe disruptions in the capital markets and other sources of funding have resulted in greater
volatility, less liquidity, widening of credit spreads and substantially more
limited availability of funding. The inability of the Company to
obtain necessary funding on acceptable terms would have a material adverse
impact on the Company and on its ability to sustain its operations.
The
Company’s substantial indebtedness and other obligations have important
consequences. For example, they: (i) limit the Company’s ability to
obtain additional funding for working capital, capital expenditures,
acquisitions and general corporate purposes, and adversely affect the terms on
which such funding could be obtained; (ii) require the Company to dedicate a
substantial portion of its cash flow from operations to payments on its
indebtedness and other obligations, thereby reducing the funds available for
other purposes; (iii) make the Company more vulnerable to economic downturns;
and (iv) limit the Company’s ability to withstand competitive pressures and
reduce its flexibility in responding to changing business and economic
conditions.
Under the
Company’s Boeing 737-800 and Boeing 777-200 purchase agreements, payments for
the related aircraft purchase commitments will be approximately $1.0 billion in
2009, $1.1 billion in 2010, $355 million in 2011, $218 million in 2012, $417
million in 2013 and $584 million for 2014 and beyond. These amounts
are net of purchase deposits currently held by the manufacturer.
In
October 2008, the Company entered into a sale leaseback agreement for 20 of the
76 Boeing 737-800 aircraft to be delivered in 2009 - 2011. Such financing
is subject to certain terms and conditions including a minimum liquidity
requirement. In addition, the Company had previously arranged for backstop
financing which covered a significant portion of the remaining 2009 - 2011
Boeing 737-800 aircraft deliveries. As a result, all of the Company’s
737-800 aircraft purchase commitments for 2009 - 2011 will be covered by
committed financing except for approximately $195 million, substantially all of
which is due in the fourth quarter of 2010.
In
October 2008, the Company entered into a new purchase agreement with Boeing for
the acquisition of 42 Boeing 787-9 aircraft. Per the purchase
agreement, the first such aircraft is scheduled to be delivered in 2012, and the
last is scheduled to be delivered in 2018. The agreement also
includes purchase rights to acquire up to 58 additional Boeing 787 aircraft,
with deliveries between 2015 and 2020. Based on preliminary
information received from Boeing on the impact of the overall Boeing 787
program delay to
American’s delivery positions due to the strike in 2008, the Company now
believes the first of the initial 42 aircraft will be delivered during the
second half of 2013. The first of the 58 optional purchase rights
aircraft would be delivered in the second half of 2016 based on the same
preliminary information. Under the 787-9 purchase
agreement, except as described below, American will not be obligated to purchase
a 787-9 aircraft unless it gives Boeing notice confirming its election to do so
at least 18 months prior to the scheduled delivery date for that
aircraft. If American does not give that notice with respect to an
aircraft, the aircraft will be no longer subject to the 787-9 purchase
agreement. These confirmation rights may be exercised until May 1,
2013, provided that those rights will terminate earlier if American reaches a
collective bargaining agreement with its pilot union that includes provisions
enabling American to utilize the 787-9 to American’s satisfaction in the
operations desired by American, or if American confirms its election to purchase
any of the initial 42 787-9 aircraft. While there can be no
assurances, American expects to have reached an agreement as described above
with its pilots union prior to the first notification date. In either
of those events, American would become obligated to purchase all of the initial
42 aircraft then subject to the purchase agreement. If neither of
those events occur prior to May 1, 2013, then on that date American may elect to
purchase all of the initial 42 aircraft then subject to the purchase agreement,
and if it does not elect to do so, the purchase agreement will terminate in its
entirety.
.
The
Company’s continued aircraft replacement strategy, and its execution of that
strategy, will depend on such factors as future economic and industry conditions
and the financial condition of the Company.
Credit
Ratings AMR’s and American’s credit ratings are significantly
below investment grade. Additional reductions in AMR's or American's
credit ratings could further increase its borrowing or other costs and further
restrict the availability of future financing.
Credit Facility
Covenants American has a secured bank credit facility
which consists of a fully drawn $255 million revolving credit facility with a
final maturity on June 17, 2009, and a fully drawn $436 million term loan
facility, with a final maturity on December 17, 2010 (the Revolving Facility and
the Term Loan Facility, respectively, and collectively,
the Credit Facility).
The
Credit Facility contains a covenant (the Liquidity Covenant) requiring American
to maintain, as defined, unrestricted cash, unencumbered short-term investments
and amounts available for drawing under committed revolving credit facilities of
not less than $1.25 billion for each quarterly period through the life of the
Credit Facility. AMR and American were in compliance with the
Liquidity Covenant as of December 31, 2008, and expect to be able to continue to
comply with this covenant in the near term. In addition, the Credit
Facility contains a covenant (the EBITDAR Covenant) requiring AMR to maintain a
ratio of cash flow (defined as consolidated net income, before interest expense
(less capitalized interest), income taxes, depreciation and amortization and
rentals, adjusted for certain gains or losses and non-cash items) to fixed
charges (comprising interest expense (less capitalized interest) and
rentals). In May 2008, AMR and American entered into an amendment to
the Credit Facility which waived compliance with the EBITDAR Covenant for
periods ending on any date from and including June 30, 2008 through March 31,
2009, and which reduced the minimum ratios AMR is required to satisfy
thereafter. The required ratio will be 0.90 to 1.00 for the one
quarter period ending June 30, 2009 and will increase to 1.15 to 1.00 for the
four quarter period ending September 30, 2010. Given fuel prices that
have been very high by historical standards and the volatility of fuel prices
and revenues, uncertainty in the capital markets and about other sources of
funding, and other factors, it is difficult to assess whether the Company will
be able to continue to comply with these covenants, and there are no assurances
that it will be able to do so. Failure to comply with these covenants
would result in a default under the Credit Facility which – if the Company did
not take steps to obtain a waiver of, or otherwise mitigate, the default – could
result in a default under a significant amount of its other debt and lease
obligations, and otherwise have a material adverse impact on the Company and on
its ability to sustain its operations.
Credit Card Processing and Other
Reserves American has agreements with a number of credit
card companies and processors to accept credit cards for the sale of air travel
and other services. Under certain of American’s current credit card
processing agreements, the related credit card company or processor may hold
back, under certain circumstances, a reserve from American’s credit card
receivables. American was not required to maintain any reserve under
these agreements in 2008.
Under one
such agreement, the amount of such reserve may be based on, among other things,
the amount of unrestricted cash (not including undrawn credit facilities) held
by American and American’s debt service coverage ratio, as defined in the
agreement. In order to mitigate the impact of this potential reserve,
the Company drew down its $255 million revolving credit facility in September
2008. Based on the Company’s current agreement, as amended in
2008, no reserves were required in 2008. Given the volatility of fuel
prices and revenues, it is difficult to forecast the required amount of such
reserve at any time. The Company’s maximum holdback exposure is $200 million
through August 15, 2009. However, if current conditions persist,
absent a waiver or modification of the agreement, such required amount could be
significantly greater than $200 million in the latter half of 2009.
Cash Flow
Activity The Company’s cash flow
used in operating activities during the year ended December 31, 2008 was $1.4
billion and was primarily due to the dramatic year-over-year increase in
fuel prices which resulted in $2.7 billion in incremental year-over-year fuel
expense in 2008 (based on the year-over-year increase in the average price per
gallon multiplied by gallons consumed).
Capital
expenditures during 2008 were $876 million and primarily included aircraft
purchase deposits and aircraft modifications. See Note 6 to the
consolidated financial statements for additional information.
In 2008,
the Company reduced long-term debt and capital lease obligations (including
current maturities) by $185 million, while pursuing opportunities to generate
more cash through several transactions. During 2008, the Company
raised $924 million through sale leasebacks of certain aircraft and loans
secured by aircraft. In addition, AMR completed a public offering of
27.1 million shares of its common stock, generating net proceeds of $294
million.
The
Company also made scheduled and unscheduled debt and capital lease payments of
$1.1 billion in 2008. Included in this amount, AMR purchased with
cash the $300 million principal amount of the 4.25 percent senior convertible
notes due 2023. The holders of the 4.25 Notes exercised their
elective put rights and the Company purchased and retired these notes at a price
equal to 100 percent of their principal amount. Under the terms of
the 4.25 Notes, the Company had the option to pay the purchase price with cash,
stock, or a combination of cash and stock, and the Company elected to pay for
the 4.25 Notes solely with cash.
Further,
the Company drew down its $255 million revolving credit facility in
2008. The draw on the credit facility was intended to reduce the
amount of a potential credit card holdback reserve that could have been imposed
in the fourth quarter of 2008 based on the terms of one of the Company’s credit
card processing agreements. The amount of the holdback reserve from
such agreement may be based on, among other things, the amount of unrestricted
cash (which does not include undrawn credit facilities) held by the Company and
the Company’s debt service coverage ratio.
For the
year ended December 31, 2008, the Company recognized net gains of approximately
$380 million, as opposed to $239 million in 2007, as a component of fuel expense
related to its fuel hedging agreements, including the ineffective portion of the
hedges. As a result of the rapid decline in energy prices in the
second half of 2008 and certain other events, the Company estimates during the
next twelve months it will reclassify from Accumulated other comprehensive loss
into earnings approximately $711 million in net incremental expenses related to
its fuel derivative hedges (based on prices as of December 31,
2008). These hedging expenses, however, are substantially outweighed
by the overall reduction in fuel expense resulting from the same decline in fuel
prices. See Note 7 to the consolidated financial statements for
additional information.
Due to
the current value of the Company’s derivative contracts, some agreements with
counterparties require collateral to be deposited by the Company. As
of December 31, 2008, the cash collateral held by such counterparties from AMR
was $575 million. The amount of collateral required to be deposited
with the Company or with the counterparty by the Company is based on fuel price
in relation to the market values of the derivative contracts and collateral
provisions per the terms of those contracts and can fluctuate
significantly. These derivative contracts are currently required to
be collateralized at approximately 90 percent of the fair value of the liability
position. As such, when these contracts settle (mainly in the first
half of 2009), the collateral posted with counterparties will effectively offset
the loss position and no further cash impact will be recorded assuming a static
forward heating oil curve from December 31, 2008. Under the same
assumption, the Company does not currently expect to be required in 2009 to
deposit significant additional cash collateral above 2008 levels with
counterparties with regard to fuel hedges in place as of December 31,
2008. Additional information regarding the Company’s fuel hedging
program is also included in Item 7(A) “Quantitative and Qualitative Disclosures
about Market Risk” and in Note 7 to the consolidated financial
statements.
In
September 2008, AMR completed the sale of American Beacon, which resulted in
total proceeds of $442 million and a net gain of $432 million. The gain on
the sale is included in Miscellaneous-net in the accompanying consolidated
statement of operations. While primarily a cash transaction, the
Company also maintained a minority equity stake in American Beacon.
In the
past, the Company has from time to time refinanced, redeemed or repurchased its
debt and taken other steps to reduce its debt or lease obligations or otherwise
improve its balance sheet. Going forward, depending on market
conditions, its cash positions and other considerations, the Company may
continue to take such actions.
Compensation On
January 27, 2009, the Company approved the 2009 Annual Incentive Plan (AIP) for
American. All U.S. based employees of American are eligible to
participate in the AIP. The AIP is American's annual bonus plan and
provides for the payment of awards in the event certain financial and/or
customer service metrics are satisfied.
Working
Capital AMR (principally American) historically operates
with a working capital deficit, as do most other airline
companies. In addition, the Company has historically relied heavily
on external financing to fund capital expenditures. More recently,
the Company has also relied on external financing to fund operating losses,
employee pension obligations and debt maturities.
Off Balance Sheet
Arrangements American has determined that it holds a
significant variable interest in, but is not the primary beneficiary of, certain
trusts that are the lessors under 84 of its aircraft operating leases. These
leases contain a fixed price purchase option, which allows American to purchase
the aircraft at a predetermined price on a specified date. However, American
does not guarantee the residual value of the aircraft. As of December
31, 2008, future lease payments required under these leases totaled $1.7
billion.
Certain
special facility revenue bonds have been issued by certain municipalities
primarily to purchase equipment and improve airport facilities that are leased
by American and accounted for as operating leases. Approximately $1.5
billion of these bonds (with total future payments of approximately $3.4 billion
as of December 31, 2008) are guaranteed by American, AMR, or
both. Approximately $177 million of these special facility revenue
bonds contain mandatory tender provisions that require American to make
operating lease payments sufficient to repurchase the bonds at various times:
$112 million in 2014 and $65 million in 2015. Although American has
the right to remarket the bonds, there can be no assurance that these bonds will
be successfully remarketed. Any payments to redeem or purchase bonds
that are not remarketed would generally reduce existing rent leveling accruals
or be considered prepaid facility rentals and would reduce future operating
lease commitments.
In
addition, the Company had other operating leases, primarily for aircraft and
airport facilities, with total future lease payments of $4.1 billion as of
December 31, 2008. Entering into aircraft leases allows the Company
to obtain aircraft without immediate cash outflows.
Contractual
Obligations
The
following table summarizes the Company’s obligations and commitments as of
December 31, 2008 (in millions):
|
|
Payments
Due by Year(s) Ended December 31,
|
|
Contractual
Obligations
|
|
Total
|
|
|
2009
|
|
|
2010
and
2011
|
|
|
2012
and
2013
|
|
|
2014
and Beyond
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
lease payments for aircraft and facility obligations 1
|
|
|
9,187 |
|
|
|
998 |
|
|
|
1,854 |
|
|
|
1,391 |
|
|
|
4,944 |
|
Firm
aircraft commitments 2
|
|
|
3,662 |
|
|
|
1,028 |
|
|
|
1,415 |
|
|
|
635 |
|
|
|
584 |
|
Capacity
purchase agreements 3
|
|
|
205 |
|
|
|
68 |
|
|
|
120 |
|
|
|
17 |
|
|
|
- |
|
Long-term
debt 4
|
|
|
13,980 |
|
|
|
2,387 |
|
|
|
4,396 |
|
|
|
2,101 |
|
|
|
5,096 |
|
Capital
lease obligations
|
|
|
1,127 |
|
|
|
182 |
|
|
|
289 |
|
|
|
180 |
|
|
|
476 |
|
Other
purchase obligations 5
|
|
|
967 |
|
|
|
273 |
|
|
|
378 |
|
|
|
313 |
|
|
|
3 |
|
Other
long-term liabilities 6
|
|
|
6,081 |
|
|
|
176 |
|
|
|
1,568 |
|
|
|
1,332 |
|
|
|
3,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
obligations and commitments
|
|
|
35,209 |
|
|
|
5,112 |
|
|
|
10,020 |
|
|
|
5,969 |
|
|
|
14,108 |
|
|
1
|
Certain
special facility revenue bonds issued by municipalities - which are
supported by operating leases executed by American - are guaranteed by AMR
and/or American. The special facility revenue bonds with mandatory tender
provisions discussed above are included in this table under their ultimate
maturity date rather than their mandatory tender provision
date. See Note 5 to the consolidated financial statements for
additional information.
|
|
2
|
As
of December 31, 2008, the Company had firm commitments to acquire 29
Boeing 737-800s in 2009, 39 Boeing 737-800s in 2010 and eight 737-800
aircraft in 2011. In addition to these aircraft, the Company
has firm commitments for eleven 737-800 aircraft and seven Boeing 777
aircraft scheduled to be delivered in 2013 - 2016. Future
payments for all aircraft, including the estimated amounts for price
escalation, are currently estimated to be approximately $3.7 billion, with
the majority occurring in 2009 through 2011. Additional
information about the Company’s obligations is included in Note 4 to the
consolidated financial statements.
|
|
3
|
The
table reflects minimum required payments under capacity purchase
agreements between American and two regional airlines, Chautauqua
Airlines, Inc. (Chautauqua) and Trans States Airlines, Inc. If
the Company terminates its contract with Chautauqua without cause,
Chautauqua has the right to put its 15 Embraer aircraft to the
Company. If this were to happen, the Company would take
possession of the aircraft and become liable for lease obligations
totaling approximately $21 million per year with lease expirations in 2018
and 2019. These lease obligations are not included in the table
above. See Note 4 to the consolidated financial statements for
additional information.
|
|
4
|
Amounts
represent contractual amounts due, including interest. Interest
on variable rate debt was estimated based on the current rate at December
31, 2008.
|
5
|
Includes
noncancelable commitments to purchase goods or services, primarily
information technology related support. The Company has made estimates as
to the timing of certain payments primarily for construction related
costs. The actual timing of payments may vary from these
estimates. Substantially all of the Company’s purchase orders issued for
other purchases in the ordinary course of business contain a 30-day
cancellation clause that allows the Company to cancel an order with 30
days notice.
|
6
|
Includes
minimum pension contributions based on actuarially determined estimates
and other postretirement benefit payments based on estimated payments
through 2017. See Note 10 to the consolidated financial
statements.
|
Pension
Obligations The Company is required to make minimum
contributions to its defined benefit pension plans under the minimum funding
requirements of the Employee Retirement Income Security Act (ERISA), the Pension
Funding Equity Act of 2004 and the Pension Protection Act of 2006. The Company
is not required to make any 2009 contributions to its defined benefit pension
plans under the provisions of these acts.
The
Company’s obligation for pension and retiree medical and other benefits
increased from $3.6 billion at December 31, 2007 to $6.6 billion at December 31,
2008, largely the result of negative investment returns on the Company’s pension
assets in 2008 related to the broader stock market decline. A
significant portion of this increase is recorded in Accumulated other
comprehensive loss, a component of stockholders’ equity. Consequently, the
Company’s 2009 pension expense will be substantially higher than in
2008. Also, although the Company is not required to make
contributions to its defined benefit pension plans in 2009, based on current
funding levels of the plans, the Company expects that the amount of the required
contributions will be substantial in 2010 and future years (these estimates are
reflected in the above table). The Company expects to contribute
approximately $13 million to its retiree medical and other benefit plan in
2009.
Results of
Operations
The
Company recorded a net loss of $2.1 billion in 2008 compared to net earnings of
$504 million in 2007. The Company’s 2008 results include an
impairment charge of $1.1 billion to write the McDonnell Douglas MD-80 and
Embraer RJ-135 fleets and certain related long-lived assets down to their
estimated fair values, a $71 million accrual for employee severance cost and a
$33 million expense related to the grounding of leased Airbus A300 aircraft
prior to lease expiration, all in connection with announced capacity reductions
and included in Special charges in the Consolidated Statements of
Operations. These charges are described in Note 2 to the consolidated
financial statements. In addition, the Company’s 2008 results include the sale
of American Beacon for a net gain of $432 million included in Miscellaneous-net
on the Consolidated Statements of Operations and the impact of a pension
settlement charge of $103 million for one of the Company’s defined benefit plans
included in Wages, salaries and benefits on the Consolidated Statements of
Operations and as described in Note 14 and Note 10, respectively.
The Company recorded net
earnings of $504 million in 2007 compared to $231 million in
2006. The Company’s 2007 results reflected an improvement in revenues
somewhat offset by fuel prices and certain other costs that were higher in 2007
compared to 2006. The 2007 and 2006 results were impacted by
productivity improvements and by cost reductions resulting from progress under
the Turnaround Plan. The 2007 results include the impact of
several items including: a $138 million gain on the sale of AMR’s
stake in ARINC included in Other Income, Miscellaneous – net, a $39 million gain
to reflect the positive impact of the change to an 18-month expiration of
AAdvantage miles included in Passenger revenue, and a $63 million charge
associated with the retirement and planned disposal of 24 MD-80 aircraft and
certain other equipment that previously had been temporarily stored included in
Special charges.
Revenues
2008 Compared to
2007 The Company’s revenues increased approximately
$831 million, or 3.6 percent, to $23.8 billion in 2008 compared to 2007.
American’s passenger revenues increased by 3.3 percent, or $583 million, despite
a significant capacity (available seat mile) (ASM) decrease of 3.8
percent. American’s passenger load factor decreased approximately one
point to 80.6 percent and passenger revenue yield per passenger mile increased
8.6 percent to 13.84 cents. This resulted in an increase in passenger
revenue per available seat mile (RASM) of 7.3 percent to 11.15 cents. In 2008,
American derived approximately 60 percent of its passenger revenues from
domestic operations and approximately 40 percent from international
operations. Certain 2007 passenger revenues were reclassified to
conform with the current presentation, as described in Note 1 to the
consolidated financial statements. Following is additional
information regarding American’s domestic and international RASM and
capacity:
|
|
Year
Ended December 31, 2008
|
|
|
|
RASM
(cents)
|
|
|
Y-O-Y
Change
|
|
|
ASMs
(billions)
|
|
|
Y-O-Y
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DOT
Domestic
|
|
|
10.81 |
|
|
|
5.5 |
% |
|
|
101.9 |
|
|
|
(6.1 |
)% |
International
|
|
|
11.71 |
|
|
|
10.1 |
|
|
|
61.7 |
|
|
|
0.5 |
|
DOT
Latin America
|
|
|
12.47 |
|
|
|
11.9 |
|
|
|
30.4 |
|
|
|
2.2 |
|
DOT
Atlantic
|
|
|
10.96 |
|
|
|
6.6 |
|
|
|
24.6 |
|
|
|
(1.4 |
) |
DOT
Pacific
|
|
|
11.04 |
|
|
|
13.2 |
|
|
|
6.7 |
|
|
|
(0.4 |
) |
Regional
Affiliates’ passenger revenues, which are based on industry standard proration
agreements for flights connecting to American flights, remained flat at $2.5
billion. Regional Affiliates’ traffic decreased 10.2 percent to 8.8
billion revenue passenger miles (RPMs), while capacity decreased 6.0 percent to
12.6 billion ASMs, resulting in a 3.2 point decrease in passenger load factor to
70.2 percent.
Cargo
revenues increased 5.9 percent, or $49 million, primarily as a result of increased
fuel surcharges.
Other
revenues increased 9.2 percent, or $183 million, to $2.2 billion due to
increases in certain passenger service charges.
2007 Compared to
2006 The Company’s revenues increased approximately
$372 million, or 1.6 percent, to $22.9 billion in 2007 compared to 2006.
American’s passenger revenues increased by 2.1 percent, or $360 million, despite
a capacity (available seat mile) (ASM) decrease of 2.4
percent. American’s passenger load factor increased 1.4 points to
81.5 percent and passenger revenue yield per passenger mile increased 2.8
percent to 12.75 cents. This resulted in an increase in passenger
revenue per available seat mile (RASM) of 4.6 percent to 10.39 cents. In 2007,
American derived approximately 63 percent of its passenger revenues from
domestic operations and approximately 37 percent from international operations.
Certain 2007 and 2006 passenger revenues were reclassified to conform with the
current presentation, as described in Note 1 to the consolidated financial
statements. Following is additional information regarding American’s
domestic and international RASM and capacity:
|
|
Year
Ended December 31, 2007
|
|
|
|
RASM
(cents)
|
|
|
Y-O-Y
Change
|
|
|
ASMs
(billions)
|
|
|
Y-O-Y
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DOT
Domestic
|
|
|
10.3 |
|
|
|
3.4 |
% |
|
|
108.5 |
|
|
|
(2.6 |
)% |
International
|
|
|
10.6 |
|
|
|
6.6 |
|
|
|
61.4 |
|
|
|
(2.0 |
) |
DOT
Latin America
|
|
|
11.1 |
|
|
|
6.7 |
|
|
|
29.6 |
|
|
|
0.9 |
|
DOT
Atlantic
|
|
|
10.3 |
|
|
|
2.7 |
|
|
|
25.0 |
|
|
|
(0.5 |
) |
DOT
Pacific
|
|
|
9.8 |
|
|
|
18.6 |
|
|
|
6.8 |
|
|
|
(17.1 |
) |
Regional
Affiliates’ passenger revenues, which are based on industry standard proration
agreements for flights connecting to American flights, decreased $32 million, or
1.3 percent, to $2.5 billion as a result of decreased capacity and load
factors. Regional Affiliates’ traffic decreased 1.2 percent to 9.8
billion revenue passenger miles (RPMs), while capacity decreased 1.0 percent to
13.4 billion ASMs, resulting in a 0.2 point decrease in passenger load factor to
73.4 percent.
Cargo
revenues decreased 0.2 percent, or $2 million primarily as a result of lower
freight traffic.
Other
revenues increased 2.4 percent, or $46 million, to $1.9 billion due in part to
increases in certain passenger service charges and higher passenger
volumes.
Operating
Expenses
2008 Compared to
2007 The Company’s total operating expenses increased 16.8 percent, or
$3.7 billion, to $25.7 billion in 2008 compared to 2007. American’s
mainline operating expenses per ASM in 2008 increased 21.9 percent compared to
2007 to 13.87 cents. The increase in operating expense was largely due to a
dramatic year-over-year increase in fuel prices from $2.13 per gallon in 2007 to
$3.03 per gallon in 2008, including the impact of fuel hedging. Fuel
expense was the Company’s largest single expense category and the price increase
resulted in $2.7 billion in incremental year-over-year fuel expense in 2008
(based on the year-over-year increase in the average price per gallon multiplied
by gallons consumed, inclusive of the impact of fuel hedging). A
return to the recent historically high fuel prices and/or disruptions in the
supply of fuel would further materially adversely affect the Company’s financial
condition and results of operations. The remaining increase in
operating expense was due to the second quarter 2008 impairment charge of $1.1
billion to write the McDonnell Douglas MD-80 and Embraer RJ-135 fleets and
certain related long-lived assets down to their estimated fair values and
certain other special charges and employee charges, as discussed previously in
Item 7 “Management’s Discussion and Analysis of Financial Condition and Results
of Operations”.
(in
millions)
Operating
Expenses
|
|
Year
ended December 31, 2008
|
|
|
Change
from 2007
|
|
|
Percentage
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aircraft
fuel
|
|
$ |
9,014 |
|
|
$ |
2,344 |
|
|
|
35.1 |
% |
(a)
|
Wages,
salaries and benefits
|
|
|
6,655 |
|
|
|
(115 |
) |
|
|
(1.7 |
) |
|
Other
rentals and landing fees
|
|
|
1,298 |
|
|
|
20 |
|
|
|
1.6 |
|
|
Depreciation
and amortization
|
|
|
1,207 |
|
|
|
5 |
|
|
|
0.4 |
|
|
Maintenance,
materials and repairs
|
|
|
1,237 |
|
|
|
180 |
|
|
|
17.0 |
|
(b)
|
Commissions,
booking fees and credit card expense
|
|
|
997 |
|
|
|
(31 |
) |
|
|
(3.0 |
) |
|
Aircraft
rentals
|
|
|
492 |
|
|
|
(99 |
) |
|
|
(16.8 |
) |
(c)
|
Food
service
|
|
|
518 |
|
|
|
(16 |
) |
|
|
(3.0 |
) |
|
Special
charges
|
|
|
1,213 |
|
|
|
1,150 |
|
|
|
* |
|
(d)
|
Other
operating expenses
|
|
|
3,024 |
|
|
|
247 |
|
|
|
8.9 |
|
(e)
|
Total
operating expenses
|
|
$ |
25,655 |
|
|
$ |
3,685 |
|
|
|
16.8 |
% |
|
* Not
meaningful
(a)
|
Aircraft
fuel expense increased primarily due to a 42.4 percent increase in the
Company’s price per gallon of fuel (net of the impact of hedging gains of
$380 million) offset by a 5.1 percent decrease in the Company’s fuel
consumption, primarily due to reductions in available seat
miles.
|
(b)
|
Maintenance,
materials and repairs expense increased due to a heavier workscope of
scheduled and unscheduled airframe maintenance overhauls, dependability
initiatives, repair costs and volume, and contractual engine repair rates,
which are driven by aircraft age.
|
(c)
|
Aircraft
rental expense decreased principally due to lease expirations of Boeing
757 and McDonnell Douglas MD-80
aircraft.
|
(d)
|
Special
charges are related to an impairment charge in the second quarter of 2008
of $1.1 billion to write down the Company’s McDonnell Douglas MD-80 and
Embraer RJ-135 fleets and certain related long-lived assets to their
estimated fair values. This impairment charge was triggered by the record
increase in fuel prices over the preceding twelve months. In
addition, the Company accrued $71 million for severance costs and $33
million related to the grounding of leased Airbus A300 aircraft prior to
lease expiration, both related to the capacity
reductions.
|
(e)
|
Other
operating expenses increased due in part to an increase in foreign
exchange losses of $70 million.
|
2007 Compared to
2006 The
Company’s total operating expenses increased 2.2 percent, or $467 million, to
$22.0 billion in 2007 compared to 2006. American’s mainline operating
expenses per ASM in 2007 increased 4.4 percent compared to 2006 to 11.38 cents.
This increase in operating expenses per ASM is due primarily to a 5.6 percent
increase in American’s price per gallon of fuel (net of the impact of fuel
hedging) in 2007 relative to 2006.
(in
millions)
Operating
Expenses
|
|
Year
ended December 31, 2007
|
|
|
Change
from 2006
|
|
|
Percentage
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wages,
salaries and benefits
|
|
$ |
6,770 |
|
|
$ |
(43 |
) |
|
|
(0.6 |
)% |
|
Aircraft
fuel
|
|
|
6,670 |
|
|
|
268 |
|
|
|
4.2 |
|
(a)
|
Other
rentals and landing fees
|
|
|
1,278 |
|
|
|
(5 |
) |
|
|
(0.4 |
) |
|
Depreciation
and amortization
|
|
|
1,202 |
|
|
|
45 |
|
|
|
3.9 |
|
|
Maintenance,
materials and repairs
|
|
|
1,057 |
|
|
|
86 |
|
|
|
8.9 |
|
(b)
|
Commissions,
booking fees and credit card expense
|
|
|
1,028 |
|
|
|
(47 |
) |
|
|
(4.5 |
) |
|
Aircraft
rentals
|
|
|
591 |
|
|
|
(15 |
) |
|
|
(2.5 |
) |
|
Food
service
|
|
|
534 |
|
|
|
26 |
|
|
|
5.1 |
|
|
Special
charges
|
|
|
63 |
|
|
|
63 |
|
|
|
* |
|
(c)
|
Other
operating expenses
|
|
|
2,777 |
|
|
|
89 |
|
|
|
3.2 |
|
|
Total
operating expenses
|
|
$ |
21,970 |
|
|
$ |
467 |
|
|
|
2.2 |
% |
|
* Not
meaningful
(a)
|
Aircraft
fuel expense increased primarily due to a 5.6 percent increase in
American’s price per gallon of fuel (net of the impact of hedging gains of
$239 million) offset by a 1.6 percent decrease in American’s fuel
consumption.
|
(b)
|
Maintenance,
materials and repairs expense increased primarily due to $57 million in
heavier workscope of scheduled airframe maintenance overhauls, repair
costs and volume, and contractual engine repair rates, which are driven by
aircraft age.
|
(c)
|
Special
charges increased due to a $63 million charge for the retirement of 24
MD-80 aircraft and certain related
equipment.
|
Other
Income (Expense)
Other
income (expense) consists of interest income and expense, interest capitalized
and miscellaneous - net.
2008 Compared to
2007 Decreases in both short-term investment balances and interest rates
caused a decrease in Interest income of $156 million, or 46.4 percent, to $181
million. Interest expense decreased $158 million, or 17.2 percent, to
$756 million primarily as a result of a decrease in the Company’s long-term debt
balance. Miscellaneous – net includes a gain of $432 million for the
sale of American Beacon.
2007 Compared to
2006 Increases in both short-term investment balances and interest rates
caused an increase in Interest income of $58 million, or 20.8 percent, to $337
million. Interest expense decreased $116 million, or 11.2 percent, to
$914 million primarily as a result of prepayment and repayment of existing
debt. Miscellaneous – net includes a gain of $138 million for the
sale of ARINC.
Income Tax Benefit
The
Company did not record a net tax provision or benefit associated with its 2008
losses or its 2007 or 2006 earnings due to the Company providing a valuation
allowance, as discussed in Note 8 to the consolidated financial
statements.
Operating
Statistics
The
following table provides statistical information for American and Regional
Affiliates for the years ended December 31, 2008, 2007 and 2006.
|
|
Year
Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
American
Airlines, Inc. Mainline Jet Operations
|
|
|
|
|
|
|
|
|
|
Revenue
passenger miles (millions)
|
|
|
131,757 |
|
|
|
138,453 |
|
|
|
139,454 |
|
Available
seat miles (millions)
|
|
|
163,532 |
|
|
|
169,906 |
|
|
|
174,021 |
|
Cargo
ton miles (millions)
|
|
|
2,005 |
|
|
|
2,122 |
|
|
|
2,224 |
|
Passenger
load factor
|
|
|
80.6 |
% |
|
|
81.5 |
% |
|
|
80.1 |
% |
Passenger
revenue yield per passenger mile (cents) (^)
|
|
|
13.84 |
|
|
|
12.75 |
|
|
|
12.40 |
|
Passenger
revenue per available seat mile (cents) (^)
|
|
|
11.15 |
|
|
|
10.39 |
|
|
|
9.94 |
|
Cargo
revenue yield per ton mile (cents)
|
|
|
43.59 |
|
|
|
38.86 |
|
|
|
37.18 |
|
Operating
expenses per available seat mile, excluding Regional Affiliates
(cents) (*)
|
|
|
13.87 |
|
|
|
11.38 |
|
|
|
10.90 |
|
Fuel
consumption (gallons, in millions)
|
|
|
2,694 |
|
|
|
2,834 |
|
|
|
2,881 |
|
Fuel
price per gallon (cents)
|
|
|
302.6 |
|
|
|
212.1 |
|
|
|
200.8 |
|
Operating
aircraft at year-end
|
|
|
626 |
|
|
|
655 |
|
|
|
697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regional
Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
passenger miles (millions)
|
|
|
8,846 |
|
|
|
9,848 |
|
|
|
9,972 |
|
Available
seat miles (millions)
|
|
|
12,603 |
|
|
|
13,414 |
|
|
|
13,554 |
|
Passenger
load factor
|
|
|
70.2 |
% |
|
|
73.4 |
% |
|
|
73.6 |
% |
(*) Excludes
$3.1 billion, $2.8 billion and $2.7 billion of expense incurred related to
Regional Affiliates in 2008, 2007
and
|
(^) Reflects the impact of the
reclassification of certain 2007 and 2006 passenger revenues to conform with the
current presentation, as described in Note 1 to the consolidated financial
statements.
The
Company currently expects capacity for American’s mainline jet operations to
decline by 8.5 percent in the first quarter of 2009 versus first quarter
2008. American’s mainline capacity for the full year 2009 is expected to
decrease approximately 6.5 percent from 2008 with a 9.0 percent reduction in
domestic capacity and more than a 2.5 percent decrease in international
capacity.
The
Company currently expects first quarter 2009 mainline unit costs to decrease
approximately 2.9 percent year over year. The first quarter 2009 and
full year 2009 unit cost expectations reflect the reduction in the cost of fuel
during the last quarter of 2008, somewhat offset by increased defined benefit
pension expenses and retiree medical and other expenses (due to the stock market
decline), and by cost pressures associated with the Company’s previously
announced capacity reductions and dependability initiatives. Due to
these cost pressures, the Company expects first quarter and full year 2009 unit
costs excluding fuel to be higher than the respective prior year
periods. The Company’s results are significantly affected by the
price of jet fuel, which is in turn affected by a number of factors beyond the
Company’s control. Although fuel prices have abated somewhat from the
record prices recorded in July 2008, fuel prices are still very
volatile.
The
Company is experiencing significantly weaker
demand for air travel driven by the severe downturn in the global
economy. The Company implemented capacity reductions in 2008 in
response to record high fuel prices which have somewhat mitigated this weakening
of demand, and has now announced further reductions to the 2009 capacity
plan. However, if the global economic downturn persists or worsens,
demand for air travel may continue to weaken. No assurance can be
given that capacity reductions or other steps we may take will be adequate to
offset the effects of reduced demand.
Other
Information
Critical Accounting Policies and
Estimates The preparation of the Company’s financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts reported in
the consolidated financial statements and accompanying notes. The
Company believes its estimates and assumptions are reasonable; however, actual
results and the timing of the recognition of such amounts could differ from
those estimates. The Company has identified the following critical
accounting policies and estimates used by management in the preparation of the
Company’s financial statements: accounting for fair value, long-lived assets,
routes, passenger revenue, frequent flyer program, stock compensation, pensions
and retiree medical and other benefits, income taxes and derivatives
accounting.
Fair value
– The Company has adopted Statement of Financial Accounting Standards No. 157
“Fair Value Measurements” (SFAS 157) as it applies to financial assets and
liabilities effective January 1, 2008. The Company's routes are
not yet subject to SFAS 157. SFAS 157 defines fair value, establishes a
framework for measuring fair value under generally accepted accounting
principles (GAAP) and enhances disclosures about fair value measurements. Fair
value is defined under SFAS 157 as the exchange price that would be received for
an asset or paid to transfer a liability (an exit price) in the principal or
most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. For
additional information on the fair value of certain financial assets and
liabilities, see Note 3 to the consolidated financial statements for additional
information.
Under
SFAS 157, AMR utilizes several valuation techniques in order to assess the fair
value of the Company’s financial assets and liabilities. The
Company’s fuel derivative contracts, which primarily consist of commodity
options and collars, are valued using energy and commodity market data which is
derived by combining raw inputs with quantitative models and processes to
generate forward curves and volatilities. The Company’s short-term
investments primarily utilize broker quotes in a non-active market for valuation
of these securities.
Long-lived
assets – The Company has approximately $17 billion of long-lived assets
as of December 31, 2008, including approximately $16 billion related to flight
equipment and other fixed assets. In addition to the original cost of
these assets, the recorded value of the Company’s fixed assets is impacted by a
number of estimates made by the Company, including estimated useful lives,
salvage values and the Company’s determination as to whether aircraft are
temporarily or permanently grounded. In accordance with Statement of
Financial Accounting Standards No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets” (SFAS 144), the Company records impairment
charges on long-lived assets used in operations when events and circumstances
indicate that the assets may be impaired, the undiscounted cash flows estimated
to be generated by those assets are less than the carrying amount of those
assets and the net book value of the assets exceeds their estimated fair value.
In making these determinations, the Company uses certain assumptions, including,
but not limited to: (i) estimated fair value of the assets; and (ii) estimated
future cash flows expected to be generated by the assets, generally evaluated at
a fleet level, which are based on additional assumptions such as asset
utilization, length of service and estimated salvage values. A change in the
Company's fleet plan has been the primary indicator that has resulted in an
impairment charge in the past.
The
majority of American’s fleet types are depreciated over 30 years. It
is possible that the ultimate lives of the Company’s aircraft will be
significantly different than the current estimate due to unforeseen events in
the future that impact the Company’s fleet plan, including positive or negative
developments in the areas described above. For example, operating the
aircraft for a longer period will result in higher maintenance, fuel and other
operating costs than if the Company replaced the aircraft. At some
point in the future, higher operating costs, including higher fuel expense,
and/or improvement in the Company’s economic condition, could change the
Company’s analysis of the impact of retaining aircraft versus replacing them
with new aircraft.
In the
second quarter of 2008, in connection with the May 21, 2008 announcement
regarding capacity reductions and related matters, the Company concluded a
triggering event had occurred and required that fixed assets be tested for
impairment. As a result of that testing, the Company recorded
impairment charges related to its McDonnell Douglas MD-80 aircraft and Embraer
RJ-135 aircraft. With respect to all other fleets, the gross cash
flows of the remaining estimated useful lives exceeded the recorded value and no
impairment was necessary. See Note 2 to the consolidated financial
statements for additional information with respect to these impairment
charges.
In the
fourth quarter of 2007, the Company permanently grounded and held for disposal
24 McDonnell Douglas MD-80 airframes and certain other equipment, all 24 of
which had previously been in temporary storage. See further discussion in Note 2
to the consolidated financial statements.
Routes -- AMR performs annual
impairment tests on its routes, which are indefinite life intangible assets
under Statement of Financial Accounting Standards No. 142 "Goodwill and Other
Intangibles" and as a result they are not amortized. The Company also performs
impairment tests when events and circumstances indicate that the assets might be
impaired. These tests are primarily based on estimates of discounted
future cash flows, using assumptions based on historical results adjusted to
reflect the Company’s best estimate of future market and operating
conditions. The net carrying value of assets not recoverable is
reduced to fair value. The Company's estimates of fair value represent its best
estimate based on industry trends and reference to market rates and
transactions.
The Company had recorded route acquisition costs (including
international routes and slots) of $828 million as of December
31, 2008,
including a significant amount related to operations at London
Heathrow. The Company has completed an impairment analysis on the
London Heathrow routes (including slots) and has concluded that no impairment
exists. The Company believes its estimates and assumptions are
reasonable; however, given the significant uncertainty regarding how the recent
open skies agreement will ultimately affect the Company’s operations at
Heathrow, the actual results could differ from those estimates. See
Note 11 to the consolidated financial statements for additional
information.
|
Passenger
revenue –
Passenger ticket sales are initially recorded as a component of Air
traffic liability. Revenue derived from ticket sales is
recognized at the time service is provided. However, due to
various factors, including the industry’s pricing structure and interline
agreements throughout the industry, certain amounts are recognized in
revenue using estimates regarding both the timing of the revenue
recognition and the amount of revenue to be recognized, including
breakage. These estimates are generally based upon the evaluation of
historical trends, including the use of regression analysis and other
methods to model the outcome of future events based on the Company’s
historical experience, and are recognized at the scheduled time of
departure. The Company’s estimation techniques have been applied
consistently from year to year. However, due to changes in the
Company’s ticket refund policy and changes in the travel profile of
customers, historical trends may not be representative of future
results.
|
Frequent flyer
program –
American uses the incremental cost method to account for the portion of its
frequent flyer liability incurred when AAdvantage members earn mileage credits
by flying on American or its regional affiliates.
The
Company considers breakage in its incremental cost calculation and recognizes
breakage on AAdvantage miles sold over the estimated period of usage for sold
miles that are ultimately redeemed. The Company calculates its
breakage estimate using separate breakage rates for miles earned by flying on
American and miles earned through other companies who have purchased AAdvantage
miles for distribution to their customers, due to differing behavior
patterns.
Management
considers historical patterns of account breakage to be a useful indicator when
estimating future breakage. Future program redemption opportunities can
significantly alter customer behavior from historical patterns with respect to
inactive accounts. Such changes may result in material changes to the deferred
revenue balance, as well as recognized revenues from the program.
American
includes fuel, food, passenger insurance and reservations/ticketing costs in the
calculation of incremental cost. These estimates are generally
updated based upon the Company’s 12-month historical average of such
costs. American also accrues a frequent flyer liability for the
mileage credits expected to be used for travel on participating airlines based
on historical usage patterns and contractual rates.
Revenue
earned from selling AAdvantage miles to other companies is recognized in two
components. The first component represents the revenue for air
transportation sold and is valued at fair value. This revenue is
deferred and recognized over the period the mileage is expected to be used,
which is currently estimated to be 28 months. The second revenue
component, representing the marketing services sold, is recognized as related
services are provided.
The
Company’s total liability for future AAdvantage award redemptions for free,
discounted or upgraded travel on American, American Eagle or participating
airlines as well as unrecognized revenue from selling AAdvantage miles to other
companies was approximately $1.7 billion and $1.6 billion at December 31, 2008
and 2007, respectively (and is recorded as a component of Air traffic liability
in the consolidated balance sheets), representing 18.2 percent and 18.7 percent
of AMR's total current liabilities, at December 31, 2008 and 2007,
respectively.
The
number of free travel awards used for travel on American and American Eagle was
3.1 million in 2008 and 2.6 million in 2007 representing approximately 9.7 and
7.5 percent of passengers boarded in each year, respectively. The Company
believes displacement of revenue passengers is minimal given the Company’s load
factors, its ability to manage frequent flyer seat inventory, and the relatively
low ratio of free award usage to total passengers boarded.
Changes
to the percentage of the amount of revenue deferred, deferred recognition
period, percentage of awards expected to be redeemed for travel on participating
airlines, breakage or cost per mile estimates could have a significant impact on
the Company’s revenues or incremental cost accrual in the year of the change as
well as in future years.
Stock
Compensation – AMR accounts for
its stock compensation under the fair value recognition provisions of Statement
of Financial Accounting Standards No. 123(R) "Share-Based Payment". The Company
grants awards under its various share based payment plans and utilizes option
pricing models or fair value models to estimate the fair value of its
awards. Certain awards contain a market performance condition, which
is taken into account in estimating the fair value on the date of grant.
The fair value of those awards is calculated by multiplying the stock
price on the date of grant by the expected payout percentage and the number of
shares granted. The Company accounts for these awards over the three
year term of the award based on the grant date fair value, provided adequate
shares are available to settle the awards. For awards where adequate
shares are not anticipated to be available or that only permit settlement in
cash, the fair value is re-measured each reporting period.
Pensions and
retiree medical and other benefits – The Company accounts
for its pension and retiree medical and other benefits
under Statement of Financial Accounting Standards 158 “Employers’
Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS
158). SFAS 158 requires the Company to recognize the funded status
(i.e., the difference between the fair value of plan assets and the projected
benefit obligations) of its pension and postretirement plans in the consolidated
balance sheet with a corresponding adjustment to Accumulated other comprehensive
income (loss).
The
Company’s pension and other postretirement benefit costs and liabilities are
calculated using various actuarial assumptions and methodologies. The Company
uses certain assumptions including, but not limited to, the selection of the:
(i) discount rate; (ii) expected return on plan assets; and (iii) expected
health care cost trend rate and starting in 2007, the (iv) estimated age of
pilot retirement (as discussed below).
These
assumptions as of December 31 were:
|
|
2008
|
|
|
2007
|
|
Discount
rate
|
|
|
6.50 |
% |
|
|
6.50 |
% |
Expected
return on plan assets
|
|
|
8.75 |
% |
|
|
8.75 |
% |
Expected
health care cost trend rate:
|
|
|
|
|
|
|
|
|
Pre-65
individuals
|
|
|
|
|
|
|
|
|
Initial
|
|
|
7.5 |
% |
|
|
7.0 |
% |
Ultimate
|
|
|
4.5 |
% |
|
|
4.5 |
% |
Post-65
individuals
|
|
|
|
|
|
|
|
|
Initial
|
|
|
7.5 |
% |
|
|
7.0 |
% |
Ultimate
(2010)
|
|
|
4.5 |
% |
|
|
4.5 |
% |
Pilot
Retirement Age
|
|
|
63 |
|
|
|
63 |
|
The
Company’s discount rate is determined based upon the review of year-end high
quality corporate bond rates. Lowering the discount rate by 50 basis points as
of December 31, 2008 would increase the Company’s pension and postretirement
benefits obligations by approximately $643 million and $150 million,
respectively, and increase estimated 2009 pension and postretirement benefits
expense by $66 million and $16 million, respectively.
The
expected return on plan assets is based upon an evaluation of the Company's
historical trends and experience taking into account current and expected market
conditions and the Company’s target asset allocation of 35 percent longer
duration corporate and U.S. government/agency bonds, 25 percent U.S. value
stocks, 20 percent developed international stocks, five percent emerging markets
stocks and bonds and 15 percent alternative (private) investments. The expected
return on plan assets component of the Company’s net periodic benefit cost is
calculated based on the fair value of plan assets and the Company’s target asset
allocation. The Company monitors its actual asset allocation and
believes that its long-term asset allocation will continue to approximate its
target allocation. The Company’s historical annualized ten-year rate
of return on plan assets, calculated using a geometric compounding of monthly
returns, is approximately 6.81 percent as of December 31, 2008. This
rate of return was significantly impacted by market conditions in the latter
half of 2008. Lowering the expected long-term rate of return on plan
assets by 50 basis points as of December 31, 2008 would increase estimated 2009
pension expense by approximately $32 million.
The
health care cost trend rate is based upon an evaluation of the Company's
historical trends and experience taking into account current and expected market
conditions. Increasing the assumed health care cost trend rate by 100
basis points would increase estimated 2009 postretirement benefits expense by
$20 million.
In 2007,
the Fair Treatment for Experienced Pilots Act (H.R. 4343) was signed into law,
raising the mandatory retirement age for commercial pilots from 60 to
65. Previously, The Federal Aviation Administration required
commercial pilots to retire once they reached age 60. The Company’s
pilot pension and other postretirement plans continue to permit a pilot to
retire as before at age 60, but the Company believes that many pilots will
choose to fly past age 60. As a result of the new legislation, the
Company has estimated the average retirement age for the pilot workgroup to be
63, based on the approximate retirement age of the Company’s other work groups,
which did not have the same mandatory retirement age. This change in
the estimate caused a decrease to the pension and other postretirement liability
of approximately $543 million in 2007. See Note 10 to the
consolidated financial statements for additional information.
Income
taxes – The
Company generally believes that the positions taken on previously filed income
tax returns are more likely than not to be sustained by the taxing
authorities. The Company has recorded income tax and related interest
liabilities where the Company believes its position may not be sustained or
where the full income tax benefit will not be recognized. In
accordance with the standards of Financial Accounting Standards Board
Interpretation No. 48 “Accounting for Uncertainty in Income
Taxes- an interpretation of FASB Statement No. 109” (FIN 48), the
effects of potential income tax benefits resulting from the Company’s
unrecognized tax positions are not reflected in the tax balances of the
financial statements. Recognized and unrecognized tax positions are
reviewed and adjusted as events occur that affect the Company’s judgment about
the recognizability of income tax benefits, such as lapsing of applicable
statutes of limitations, conclusion of tax audits, release of administrative
guidance, or rendering of a court decision affecting a particular tax
position. Under SFAS 109, the Company records a deferred tax asset
valuation allowance when it is more likely than not that some portion or all of
its deferred tax assets will not be realized. The Company considers
its historical earnings, trends, and outlook for future years in making this
determination. The Company had a deferred tax valuation allowance of
$2.7 billion and $625 million, respectively, at December 31, 2008 and 2007. See
Note 8 to the consolidated financial statements for additional
information.
Derivatives – As required by
Statement of Financial Accounting Standards No. 133, “Accounting for Derivative
Instruments and Hedging Activity” (SFAS 133), the Company assesses, both at the
inception of each hedge and on an on-going basis, whether the derivatives that
are used in its hedging transactions are highly effective in offsetting changes
in cash flows of the hedged items. In doing so, the Company uses a
regression model to determine the correlation of the change in prices of the
commodities used to hedge jet fuel (e.g. NYMEX Heating oil) to the change in the
price of jet fuel. The Company also monitors the actual dollar offset
of the hedges’ market values as compared to hypothetical jet fuel
hedges. The fuel hedge contracts are generally deemed to be “highly
effective” if the R-squared is greater than 80 percent and the dollar offset
correlation is within 80 percent to 125 percent. The Company
discontinues hedge accounting prospectively if it determines that a derivative
is no longer expected to be highly effective as a hedge or if it decides to
discontinue the hedging relationship. As of December 31 2008, the
Company had derivative contracts in a net liability position at fair value
of $528 million including a liability related to contracts that settled in
December. A deferred loss of $876 million was recorded in Other
comprehensive income at December 31, 2008, and will be recognized in future
periods as contracts settle.
New
Accounting Pronouncements
In
May 2008, the Financial Accounting Standards Board (FASB) affirmed the
consensus of FASB Staff Position APB 14-1 (FSP APB 14-1), “Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement),” which applies to all convertible debt
instruments that have a ‘‘net settlement feature’’, which means that such
convertible debt instruments, by their terms, may be settled either wholly or
partially in cash upon conversion. FSP APB 14-1 requires issuers of
convertible debt instruments that may be settled wholly or partially in cash
upon conversion to separately account for the liability and equity components in
a manner reflective of the issuers’ nonconvertible debt borrowing rate. FSP APB
14-1 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal
years. Early adoption is not permitted and retroactive application to
all periods presented is required. The adoption of FSP APB 14-1 will
affect the historical accounting for the 4.25 percent senior convertible notes
due 2023 (the 4.25 Notes) and the 4.50 percent senior convertible notes due 2024
(the 4.50 Notes), and will result in increased interest expense of approximately
$5 million in 2009, as well as a $47 million, $48 million and $42 million
increase to 2008, 2007 and 2006 interest expense, respectively, upon
retrospective application in the first quarter of 2009. When the
Company applies this FSP APB 14-1 retroactively in the first quarter of 2009, a
Form 8-K will be filed to reflect the adjustments due to its adoption for 2007
and 2008. The impact on the balance sheet will not be
significant.
ITEM
7(A).QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk Sensitive
Instruments and Positions
The risk
inherent in the Company’s market risk sensitive instruments and positions is the
potential loss arising from adverse changes in the price of fuel, foreign
currency exchange rates and interest rates as discussed below. The
sensitivity analyses presented do not consider the effects that such adverse
changes may have on overall economic activity, nor do they consider additional
actions management may take to mitigate the Company’s exposure to such
changes. Therefore, actual results may differ. The Company
does not hold or issue derivative financial instruments for trading purposes.
See Note 7 to the consolidated financial statements for accounting policies and
additional information.
Aircraft
Fuel The Company’s earnings are affected by changes in
the price and availability of aircraft fuel. In order to provide a
measure of control over price and supply, the Company trades and ships fuel and
maintains fuel storage facilities to support its flight
operations. The Company also manages the price risk of fuel costs
primarily by using jet fuel and heating oil hedging contracts. Market
risk is estimated as a hypothetical 10 percent increase in the December 31, 2008
and 2007 cost per gallon of fuel. Based on projected 2009 fuel usage,
such an increase would result in an increase to aircraft fuel expense of
approximately $399 million in 2009, inclusive of the impact of effective fuel
hedge instruments outstanding at December 31, 2008, and assumes the Company’s
fuel hedging program remains effective under Statement of Financial Accounting
Standards No. 133, “Accounting for Derivative Instruments and Hedging
Activities”. Comparatively, based on projected 2008 fuel usage, such
an increase would have resulted in an increase to aircraft fuel expense of
approximately $649 million in 2008, inclusive of the impact of fuel hedge
instruments outstanding at December 31, 2007. The change in market
risk is primarily due to the decrease in fuel prices. As of January
2009, the Company had cash flow hedges, with collars and options, covering
approximately 35 percent of its estimated 2009 fuel
requirements. Comparatively, as of December 31, 2007 the Company had
hedged, with collars and options, approximately 24 percent of its estimated 2008
fuel requirements. The consumption hedged for 2009 by cash flow
hedges is capped at an average price of approximately $2.59 per gallon of jet
fuel, and the Company’s collars have an average floor price of approximately
$1.94 per gallon of jet fuel (both the capped and floor price exclude taxes and
transportation costs). The Company’s collars represent approximately
32 percent of its estimated 2009 fuel requirements. A deterioration
of the Company’s financial position could negatively affect the Company’s
ability to hedge fuel in the future.
As of
December 31, 2008, the Company estimates that during the next twelve months it
will reclassify from Accumulated other comprehensive loss into earnings
approximately $711 million in net incremental expense (based on prices as of
December 31, 2008) related to its fuel derivative hedges, including expenses
from terminated contracts with a bankrupt counterparty and unwound
trades.
Ineffectiveness
is inherent in hedging jet fuel with derivative positions based in crude oil or
other crude oil related commodities. As required by Statement of
Financial Accounting Standards No. 133, “Accounting for Derivative Instruments
and Hedging Activity” (SFAS 133), the Company assesses, both at the inception of
each hedge and on an on-going basis, whether the derivatives that are used in
its hedging transactions are highly effective in offsetting changes in cash
flows of the hedged items. In doing so, the Company uses a regression
model to determine the correlation of the change in prices of the commodities
used to hedge jet fuel (e.g. NYMEX Heating oil) to the change in the price of
jet fuel. The Company also monitors the actual dollar offset of the
hedges’ market values as compared to hypothetical jet fuel
hedges. The fuel hedge contracts are generally deemed to be “highly
effective” if the R-squared is greater than 80 percent and the dollar offset
correlation is within 80 percent to 125 percent. The Company
discontinues hedge accounting prospectively if it determines that a derivative
is no longer expected to be highly effective as a hedge or if it decides to
discontinue the hedging relationship.
Foreign
Currency The Company is exposed to the effect of foreign
exchange rate fluctuations on the U.S. dollar value of foreign
currency-denominated operating revenues and expenses. The Company’s
largest exposure comes from the British pound, Euro, Canadian dollar, Japanese
yen and various Latin American currencies. The Company does not currently have a
foreign currency hedge program related to its foreign currency-denominated
ticket sales. A uniform 10 percent strengthening in the value of the
U.S. dollar from December 31, 2008 and 2007 levels relative to each of the
currencies in which the Company has foreign currency exposure would result in a
decrease in operating income of approximately $146 million and $132 million for
the years ending December 31, 2008 and 2007, respectively, due to the Company’s
foreign-denominated revenues exceeding its foreign-denominated
expenses. This sensitivity analysis was prepared based upon projected
2009 and 2008 foreign currency-denominated revenues and expenses as of December
31, 2008 and 2007, respectively.
Interest The
Company’s earnings are also affected by changes in interest rates due to the
impact those changes have on its interest income from cash and short-term
investments, and its interest expense from variable-rate debt
instruments. The Company’s largest exposure with respect to
variable-rate debt comes from changes in the London Interbank Offered Rate
(LIBOR). The Company had variable-rate debt instruments representing
approximately 28 percent and 22 percent of its total long-term debt at December
31, 2008 and 2007, respectively. If the Company’s interest rates
average 10 percent more in 2009 than they did at December 31, 2008, the
Company’s interest expense would increase by approximately $13 million and
interest income from cash and short-term investments would increase by
approximately $7 million. In comparison, at December 31, 2007, the
Company estimated that if interest rates averaged 10 percent more in 2008 than
they did at December 31, 2007, the Company’s interest expense would have
increased by approximately $14 million and interest income from cash and
short-term investments would have increased by approximately $25
million. These amounts are determined by considering the impact of
the hypothetical interest rates on the Company’s variable-rate long-term debt
and cash and short-term investment balances at December 31, 2008 and
2007.
Market
risk for fixed-rate long-term debt is estimated as the potential increase in
fair value resulting from a hypothetical 10 percent decrease in interest rates,
and amounts to approximately $297 million and $326 million as of December 31,
2008 and 2007, respectively. The fair values of the Company’s long-term debt
were estimated using quoted market prices or discounted future cash flows based
on the Company’s incremental borrowing rates for similar types of borrowing
arrangements.
ITEM
8. CONSOLIDATED
FINANCIAL STATEMENTS
|
|
Page
|
|
|
|
|
|
Report
of Independent Registered Public Accounting Firm
|
|
|
51 |
|
|
|
|
|
|
Consolidated
Statements of Operations
|
|
|
52 |
|
|
|
|
|
|
Consolidated
Balance Sheets
|
|
|
53-54 |
|
|
|
|
|
|
Consolidated
Statements of Cash Flows
|
|
|
55 |
|
|
|
|
|
|
Consolidated
Statements of Stockholders' Equity (Deficit)
|
|
|
56 |
|
|
|
|
|
|
Notes
to Consolidated Financial Statements
|
|
|
57-85 |
|
Report
of Independent Registered Public Accounting Firm
The Board
of Directors and Stockholders
AMR
Corporation
We have
audited the accompanying consolidated balance sheets of AMR Corporation as of
December 31, 2008 and 2007 and the related consolidated statements of
operations, stockholders’ equity (deficit) and cash flows for each of the three
years in the period ended December 31, 2008. Our audits also included
the financial statement schedule listed in the Index at Item
15(a)(2). These consolidated financial statements and schedule are
the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements and schedule based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of AMR Corporation at
December 31, 2008 and 2007 and the consolidated results of their operations and
their cash flows for each of the three years in the period ended December 31,
2008 in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, present fairly in all material respects the information set forth
therein.
We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), AMR Corporation’s internal control over
financial reporting as of December 31, 2008, based on criteria established in
Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated February 18, 2009
expressed an unqualified opinion thereon.
/s/
Ernst & Young LLP
Dallas,
Texas
February
18, 2009
AMR
CORPORATION
CONSOLIDATED
STATEMENTS OF OPERATIONS
(in
millions, except per share amounts)
|
|
|
|
|
|
|
|
Year
Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Passenger -
American Airlines
|
|
$ |
18,234 |
|
|
$ |
17,651 |
|
|
$ |
17,291 |
|
- Regional
Affiliates
|
|
|
2,486 |
|
|
|
2,470 |
|
|
|
2,502 |
|
Cargo
|
|
|
874 |
|
|
|
825 |
|
|
|
827 |
|
Other
revenues
|
|
|
2,172 |
|
|
|
1,989 |
|
|
|
1,943 |
|
Total
operating revenues
|
|
|
23,766 |
|
|
|
22,935 |
|
|
|
22,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aircraft
fuel
|
|
|
9,014 |
|
|
|
6,670 |
|
|
|
6,402 |
|
Wages,
salaries and benefits
|
|
|
6,655 |
|
|
|
6,770 |
|
|
|
6,813 |
|
Other
rentals and landing fees
|
|
|
1,298 |
|
|
|
1,278 |
|
|
|
1,283 |
|
Depreciation
and amortization
|
|
|
1,207 |
|
|
|
1,202 |
|
|
|
1,157 |
|
Maintenance,
materials and repairs
|
|
|
1,237 |
|
|
|
1,057 |
|
|
|
971 |
|
Commissions,
booking fees and credit card expense
|
|
|
997 |
|
|
|
1,028 |
|
|
|
1,076 |
|
Aircraft
rentals
|
|
|
492 |
|
|
|
591 |
|
|
|
606 |
|
Food
service
|
|
|
518 |
|
|
|
534 |
|
|
|
508 |
|
Special
charges
|
|
|
1,213 |
|
|
|
63 |
|
|
|
- |
|
Other
operating expenses
|
|
|
3,024 |
|
|
|
2,777 |
|
|
|
2,687 |
|
Total
operating expenses
|
|
|
25,655 |
|
|
|
21,970 |
|
|
|
21,503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Income (Loss)
|
|
|
(1,889 |
) |
|
|
965 |
|
|
|
1,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
181 |
|
|
|
337 |
|
|
|
279 |
|
Interest
expense
|
|
|
(756 |
) |
|
|
(914 |
) |
|
|
(1,030 |
) |
Interest
capitalized
|
|
|
33 |
|
|
|
20 |
|
|
|
29 |
|
Miscellaneous
– net
|
|
|
360 |
|
|
|
96 |
|
|
|
(107 |
) |
|
|
|
(182 |
) |
|
|
(461 |
) |
|
|
(829 |
) |
Income
(Loss) Before Income Taxes
|
|
|
(2,071 |
) |
|
|
504 |
|
|
|
231 |
|
Income
tax
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Net
Earnings (Loss)
|
|
$ |
(2,071 |
) |
|
$ |
504 |
|
|
$ |
231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
(Loss) Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
(7.98 |
) |
|
$ |
2.06 |
|
|
$ |
1.13 |
|
Diluted
|
|
$ |
(7.98 |
) |
|
$ |
1.78 |
|
|
$ |
0.98 |
|
The
accompanying notes are an integral part of these financial
statements.
AMR
CORPORATION
CONSOLIDATED BALANCE
SHEETS
|
(in
millions, except shares and par value)
|
|
|
|
|
|
|
|
December
31,
|
|
|
|
2008
|
|
|
2007
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets
|
|
|
|
|
|
|
Cash
|
|
$ |
191 |
|
|
$ |
148 |
|
Short-term
investments
|
|
|
2,916 |
|
|
|
4,387 |
|
Restricted
cash and short-term investments
|
|
|
459 |
|
|
|
428 |
|
Receivables,
less allowance for uncollectible
accounts
(2008 - $49; 2007 - $41)
|
|
|
811 |
|
|
|
1,027 |
|
Inventories,
less allowance for obsolescence
(2008
- $488; 2007 - $424)
|
|
|
525 |
|
|
|
601 |
|
Fuel
derivative contracts
|
|
|
188 |
|
|
|
416 |
|
Fuel
derivative collateral deposits
|
|
|
575 |
|
|
|
- |
|
Other
current assets
|
|
|
270 |
|
|
|
222 |
|
Total
current assets
|
|
|
5,935 |
|
|
|
7,229 |
|
|
|
|
|
|
|
|
|
|
Equipment
and Property
|
|
|
|
|
|
|
|
|
Flight
equipment, at cost
|
|
|
19,601 |
|
|
|
23,006 |
|
Less
accumulated depreciation
|
|
|
7,147 |
|
|
|
9,029 |
|
|
|
|
12,454 |
|
|
|
13,977 |
|
|
|
|
|
|
|
|
|
|
Purchase
deposits for flight equipment
|
|
|
671 |
|
|
|
241 |
|
|
|
|
|
|
|
|
|
|
Other
equipment and property, at cost
|
|
|
5,132 |
|
|
|
5,238 |
|
Less
accumulated depreciation
|
|
|
2,762 |
|
|
|
2,825 |
|
|
|
|
2,370 |
|
|
|
2,413 |
|
|
|
|
15,495 |
|
|
|
16,631 |
|
|
|
|
|
|
|
|
|
|
Equipment
and Property Under Capital Leases
|
|
|
|
|
|
|
|
|
Flight
equipment
|
|
|
561 |
|
|
|
1,698 |
|
Other
equipment and property
|
|
|
215 |
|
|
|
217 |
|
|
|
|
776 |
|
|
|
1,915 |
|
Less
accumulated amortization
|
|
|
536 |
|
|
|
1,152 |
|
|
|
|
240 |
|
|
|
763 |
|
|
|
|
|
|
|
|
|
|
Other
Assets
|
|
|
|
|
|
|
|
|
Route
acquisition costs, slots and airport operating and gate lease rights, less
accumulated amortization (2008 - $416; 2007 -
$389)
|
|
|
1,109 |
|
|
|
1,156 |
|
Other
assets
|
|
|
2,396 |
|
|
|
2,792 |
|
|
|
|
3,505 |
|
|
|
3,948 |
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$ |
25,175 |
|
|
$ |
28,571 |
|
The
accompanying notes are an integral part of these financial
statements.
AMR
CORPORATION
CONSOLIDATED
BALANCE SHEETS
(in
millions, except shares and par value)
|
|
|
|
|
|
|
|
December
31,
|
|
|
|
2008
|
|
|
2007
|
|
Liabilities
and Stockholders' Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
Accounts
payable
|
|
$ |
952 |
|
|
$ |
1,182 |
|
Accrued
salaries and wages
|
|
|
519 |
|
|
|
559 |
|
Fuel
derivative liability
|
|
|
716 |
|
|
|
- |
|
Accrued
liabilities
|
|
|
1,523 |
|
|
|
1,708 |
|
Air
traffic liability
|
|
|
3,708 |
|
|
|
3,985 |
|
Current
maturities of long-term debt
|
|
|
1,849 |
|
|
|
902 |
|
Current
obligations under capital leases
|
|
|
107 |
|
|
|
147 |
|
Total
current liabilities
|
|
|
9,374 |
|
|
|
8,483 |
|
|
|
|
|
|
|
|
|
|
Long-Term
Debt, Less Current Maturities
|
|
|
8,419 |
|
|
|
9,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations
Under Capital Leases,
Less
Current Obligations
|
|
|
582 |
|
|
|
680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Liabilities and Credits
|
|
|
|
|
|
|
|
|
Deferred
gains
|
|
|
297 |
|
|
|
320 |
|
Pension
and postretirement benefits
|
|
|
6,614 |
|
|
|
3,620 |
|
Other
liabilities and deferred credits
|
|
|
2,824 |
|
|
|
3,398 |
|
|
|
|
9,735 |
|
|
|
7,338 |
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity (Deficit)
|
|
|
|
|
|
|
|
|
Preferred
stock - 20,000,000 shares authorized; None issued
|
|
|
- |
|
|
|
- |
|
Common
stock - $1 par value; 750,000,000 shares authorized;
shares
issued: 2008 - 284,888,845; 2007 - 255,338,431
|
|
|
285 |
|
|
|
255 |
|
Additional
paid-in capital
|
|
|
3,785 |
|
|
|
3,489 |
|
Treasury
shares at cost: 2008 and 2007 - 5,940,399
|
|
|
(367 |
) |
|
|
(367 |
) |
Accumulated
other comprehensive income (loss)
|
|
|
(3,177 |
) |
|
|
670 |
|
Accumulated
deficit
|
|
|
(3,461 |
) |
|
|
(1,390 |
) |
|
|
|
(2,935 |
) |
|
|
2,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Equity (Deficit)
|
|
$ |
25,175 |
|
|
$ |
28,571 |
|
The
accompanying notes are an integral part of these financial
statements.
AMR
CORPORATION
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(in
millions)
|
|
|
|
Year
Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Cash
Flow from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net
earnings (loss)
|
|
$ |
(2,071 |
) |
|
$ |
504 |
|
|
$ |
231 |
|
Adjustments
to reconcile net income (loss) to net cash provided (used) by operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
1,055 |
|
|
|
1,036 |
|
|
|
1,022 |
|
Amortization
|
|
|
152 |
|
|
|
166 |
|
|
|
135 |
|
Equity
based stock compensation
|
|
|
53 |
|
|
|
133 |
|
|
|
142 |
|
Restructuring
and settlement charges
|
|
|
1,317 |
|
|
|
63 |
|
|
|
- |
|
Gain
on sale of investments/subsidiaries
|
|
|
(432 |
) |
|
|
(138 |
) |
|
|
(13 |
) |
Redemption
payments under operating leases for special facility revenue
bonds
|
|
|
(188 |
) |
|
|
(100 |
) |
|
|
(28 |
) |
Change
in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease
(increase) in receivables
|
|
|
217 |
|
|
|
(41 |
) |
|
|
3 |
|
Decrease
(increase) in inventories
|
|
|
5 |
|
|
|
(128 |
) |
|
|
(7 |
) |
Decrease
(increase) in derivative collateral and unwound derivative
contracts
|
|
|
(940 |
) |
|
|
164 |
|
|
|
- |
|
Increase
(decrease) in accounts payable and accrued liabilities
|
|
|
(421 |
) |
|
|
248 |
|
|
|
(130 |
) |
Increase
(decrease) in air traffic liability
|
|
|
(277 |
) |
|
|
203 |
|
|
|
168 |
|
Increase
(decrease) in other liabilities and deferred credits
|
|
|
178 |
|
|
|
(135 |
) |
|
|
382 |
|
Other,
net
|
|
|
(42 |
) |
|
|
(40 |
) |
|
|
34 |
|
Net
cash provided by (used in) operating activities
|
|
|
(1,394 |
) |
|
|
1,935 |
|
|
|
1,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flow from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures, including purchase deposits on flight
equipment
|
|
|
(876 |
) |
|
|
(714 |
) |
|
|
(530 |
) |
Net
decrease (increase) in short-term investments
|
|
|
1,471 |
|
|
|
207 |
|
|
|
(918 |
) |
Net
decrease (increase) in restricted cash and short-term
investments
|
|
|
(31 |
) |
|
|
40 |
|
|
|
42 |
|
Proceeds
from sale of equipment, property and
investments/subsidiaries
|
|
|
480 |
|
|
|
228 |
|
|
|
49 |
|
Other
|
|
|
11 |
|
|
|
5 |
|
|
|
(8 |
) |
Net
cash provided by (used in) investing activities
|
|
|
1,055 |
|
|
|
(234 |
) |
|
|
(1,365 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flow from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments
on long-term debt and capital lease obligations
|
|
|
(1,092 |
) |
|
|
(2,321 |
) |
|
|
(1,366 |
) |
Proceeds
from:
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock, net of issuance costs
|
|
|
294 |
|
|
|
497 |
|
|
|
400 |
|
Reimbursement
from construction reserve account
|
|
|
- |
|
|
|
59 |
|
|
|
145 |
|
Exercise
of stock options
|
|
|
1 |
|
|
|
90 |
|
|
|
230 |
|
Issuance
of long-term debt
|
|
|
825 |
|
|
|
- |
|
|
|
- |
|
Sale
leaseback transactions
|
|
|
354 |
|
|
|
- |
|
|
|
- |
|
Net
cash provided by (used in) financing activities
|
|
|
382 |
|
|
|
(1,675 |
) |
|
|
(591 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash
|
|
|
43 |
|
|
|
27 |
|
|
|
(17 |
) |
Cash
at beginning of year
|
|
|
148 |
|
|
|
121 |
|
|
|
138 |
|
Cash
at end of year
|
|
$ |
191 |
|
|
$ |
148 |
|
|
$ |
121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
AMR
CORPORATION
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY
(DEFICIT)
|
(in
millions, except share amounts)
|
|
|
Common
Stock
|
|
|
Additional
Paid-in
Capital
|
|
|
Treasury
Stock
|
|
|
Accumulated
Other Comprehensive Income (loss)
|
|
|
Accumulated
Deficit
|
|
|
Total
|
|
Balance
at January 1, 2006
|
|
$ |
195 |
|
|
$ |
2,258 |
|
|
$ |
(779 |
) |
|
$ |
(979 |
) |
|
$ |
(2,125 |
) |
|
$ |
(1,430 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
earnings
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
231 |
|
|
|
231 |
|
Pension,
retiree medical and other liability
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
748 |
|
|
|
- |
|
|
|
748 |
|
Net
changes in fair value of derivative financial instruments
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(62 |
) |
|
|
- |
|
|
|
(62 |
) |
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification
and amortization of stock compensation plans
|
|
|
- |
|
|
|
275 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
275 |
|
Issuance
of 15,002,091 shares
|
|
|
15 |
|
|
|
385 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
400 |
|
Issuance
of 24,489,980 shares to employees pursuant to stock option and deferred
stock incentive plans
|
|
|
18 |
|
|
|
(200 |
) |
|
|
412 |
|
|
|
- |
|
|
|
- |
|
|
|
230 |
|
Adjustment
resulting from adoption of SFAS 158
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(998 |
) |
|
|
- |
|
|
|
(998 |
) |
Balance
at December 31, 2006
|
|
|
228 |
|
|
|
2,718 |
|
|
|
(367 |
) |
|
|
(1,291 |
) |
|
|
(1,894 |
) |
|
|
(606 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
earnings
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
504 |
|
|
|
504 |
|
Pension,
retiree medical and other liability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,744 |
|
|
|
- |
|
|
|
1,744 |
|
Net
changes in fair value of derivative financial instruments
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
223 |
|
|
|
- |
|
|
|
223 |
|
Unrealized
loss on investments
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(6 |
) |
|
|
- |
|
|
|
(6 |
) |
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification
and amortization of stock compensation plans
|
|
|
- |
|
|
|
211 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
211 |
|
Issuance
of 13,000,000 shares
|
|
|
13 |
|
|
|
484 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
497 |
|
Issuance
of 14,173,610 shares to employees pursuant to stock option and deferred
stock incentive plans
|
|
|
14 |
|
|
|
76 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
90 |
|
Balance
at December 31, 2007
|
|
|
255 |
|
|
|
3,489 |
|
|
|
(367 |
) |
|
|
670 |
|
|
|
(1,390 |
) |
|
|
2,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,071 |
) |
|
|
(2,071 |
) |
Pension,
retiree medical and other liability
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,724 |
) |
|
|
- |
|
|
|
(2,724 |
) |
Net
changes in fair value of derivative financial instruments
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,116 |
) |
|
|
- |
|
|
|
(1,116 |
) |
Unrealized
loss on investments
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(7 |
) |
|
|
- |
|
|
|
(7 |
) |
Total
comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,918 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification
and amortization of stock compensation plans
|
|
|
- |
|
|
|
30 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
30 |
|
Issuance
of 27,057,554 shares
|
|
|
27 |
|
|
|
267 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
294 |
|
Issuance
of 2,492,860 shares to employees pursuant to stock option and deferred
stock incentive plans
|
|
|
3 |
|
|
|
(1 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2 |
|
Balance
at December 31, 2008
|
|
$ |
285 |
|
|
$ |
3,785 |
|
|
$ |
(367 |
) |
|
$ |
(3,177 |
) |
|
$ |
(3,461 |
) |
|
$ |
(2,935 |
) |
The
accompanying notes are an integral part of these financial
statements.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
1. Summary of Accounting
Policies
Basis of
Presentation The accompanying
consolidated financial statements as of December 31, 2008 and for the three
years ended December 31, 2008 include the accounts of AMR Corporation (AMR or
the Company) and its wholly owned subsidiaries, including (i) its principal
subsidiary American Airlines, Inc. (American) and (ii) its regional airline
subsidiary, AMR Eagle Holding Corporation and its primary subsidiaries, American
Eagle Airlines, Inc. and Executive Airlines, Inc. (collectively, AMR
Eagle). The consolidated financial statements as of and for the years
ended December 31, 2008, 2007 and 2006 include the accounts of the Company and
its wholly owned subsidiaries as well as variable interest entities for which
the Company is the primary beneficiary. All significant intercompany
transactions have been eliminated.
New Accounting
Pronouncements The Company has adopted Statement of
Financial Accounting Standards No. 157 “Fair Value Measurements” (SFAS 157) as
it applies to financial assets and liabilities effective January 1,
2008. The Company's routes are not yet subject to SFAS 157. SFAS 157
defines fair value, establishes a framework for measuring fair value under
generally accepted accounting principles (GAAP) and enhances disclosures about
fair value measurements. Fair value is defined under SFAS 157 as the exchange
price that would be received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants on the
measurement date. The principal impact to the Company was to require
the Company to expand its disclosure regarding its derivative instruments and to
consider credit risk as a part of the calculation of the fair value of
derivatives, which was not significant after consideration of
collateral.
In March
of 2008, the FASB issued Statement of Financial Accounting Standards No. 161,
“Disclosures about Derivative Instruments and Hedging Activities, an amendment
of FASB Statement No. 133” (SFAS 161). SFAS 161 requires entities to
provide greater transparency about how and why the entity uses derivative
instruments, how the instruments and related hedged items are accounted for
under SFAS 133, and how the instruments and related hedged items affect the
financial position, results of operations, and cash flows of the
entity. The Company adopted SFAS 161 as of December 31,
2008. The principal impact to the Company was to require the
expansion of its disclosure regarding its derivative instruments.
In
May 2008, the Financial Accounting Standards Board (FASB) affirmed the
consensus of FASB Staff Position APB 14-1 (FSP APB 14-1), “Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement),” which applies to all convertible debt
instruments that have a ‘‘net settlement feature’’, which means that such
convertible debt instruments, by their terms, may be settled either wholly or
partially in cash upon conversion. FSP APB 14-1 requires issuers of
convertible debt instruments that may be settled wholly or partially in cash
upon conversion to separately account for the liability and equity components in
a manner reflective of the issuers’ nonconvertible debt borrowing rate. FSP APB
14-1 is effective for financial statements issued for fiscal years beginning
after December 15, 2008 and interim periods within those fiscal
years. Early adoption is not permitted and retroactive application to
all periods presented is required. The adoption of FSP APB 14-1 will
affect the historical accounting for the 4.25 Notes and the 4.50 Notes, and will
result in increased interest expense of approximately $5 million in
2009. Balance sheet impact is not significant.
Use of
Estimates The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the
accompanying consolidated financial statements and accompanying
notes. Actual results could differ from those estimates.
Restricted Cash and Short-term
Investments The Company has restricted cash and
short-term investments related primarily to collateral held to support projected
workers’ compensation obligations.
Inventories Spare
parts, materials and supplies relating to flight equipment are carried at
average acquisition cost and are expensed when used in
operations. Allowances for obsolescence are provided - over the
estimated useful life of the related aircraft and engines - for spare parts
expected to be on hand at the date aircraft are retired from service. Allowances
are also provided for spare parts currently identified as excess and
obsolete. These allowances are based on management estimates, which
are subject to change.
Maintenance and Repair
Costs Maintenance and repair costs for owned and leased
flight equipment are charged to operating expense as incurred, except costs
incurred for maintenance and repair under flight hour maintenance contract
agreements, which are accrued based on contractual terms when an obligation
exists.
1. Summary of Accounting
Policies (Continued)
Intangible
Assets Route acquisition costs and airport operating and
gate lease rights represent the purchase price attributable to route authorities
(including international airport take-off and landing slots), domestic airport
take-off and landing slots and airport gate leasehold rights
acquired. Indefinite-lived intangible assets (route acquisition costs
and international slots and related international take-off and landing slots)
are tested for impairment annually on December 31, rather than amortized, in
accordance with Statement of Financial Accounting Standards No. 142, “Goodwill
and Other Intangible Assets” (SFAS 142). Airport operating and gate
lease rights are being amortized on a straight-line basis over 25 years to a
zero residual value.
Statements of Cash
Flows Short-term investments, without regard to
remaining maturity at acquisition, are not considered as cash equivalents for
purposes of the statements of cash flows.
Measurement of Asset
Impairments In accordance with Statement of Financial
Accounting Standards No. 144, “Accounting for the Impairment or Disposal of
Long-Lived Assets” (SFAS 144), the Company records impairment charges on
long-lived assets used in operations when events and circumstances indicate that
the assets may be impaired. An asset or group of assets is considered impaired
when the undiscounted cash flows estimated to be generated by the asset is less
than the carrying amount of the asset and the net book value of the asset
exceeds its estimated fair value. In making these determinations, the
Company uses certain assumptions, including, but not limited to: (i) estimated
fair value of the assets; and (ii) estimated future cash flows expected to be
generated by these assets, which are based on additional assumptions such as
asset utilization, length of service the asset will be used in the Company’s
operations and estimated salvage values.
Equipment and
Property The provision for depreciation of operating
equipment and property is computed on the straight-line method applied to each
unit of property, except that major rotable parts, avionics and assemblies are
depreciated on a group basis. The depreciable lives used for the
principal depreciable asset classifications are:
|
Depreciable
Life
|
|
|
American
jet aircraft and engines
|
20
- 30 years
|
Other
regional aircraft and engines
|
16
- 20 years
|
Major
rotable parts, avionics and assemblies
|
Life
of equipment to which applicable
|
Improvements
to leased flight equipment
|
Lesser
of lease term or expected useful life
|
Buildings
and improvements (principally on
leased
land)
|
5 -
30 years or term of lease, including estimated renewal options when
renewal is economically compelled at key airports
|
Furniture,
fixtures and other equipment
|
3 -
10 years
|
Capitalized
software
|
3 -
10 years
|
Residual
values for aircraft, engines, major rotable parts, avionics and assemblies are
generally five to ten percent, except when guaranteed by a third party for a
different amount.
Equipment
and property under capital leases are amortized over the term of the leases or,
in the case of certain aircraft, over their expected useful
lives. Lease terms vary but are generally ten to 25 years for
aircraft and seven to 40 years for other leased equipment and
property.
Regional
Affiliates Revenue from ticket sales is generally
recognized when service is provided. Regional Affiliates revenues for flights
connecting to American flights are based on industry standard proration
agreements.
Passenger
Revenue Passenger ticket sales
are initially recorded as a component of Air traffic
liability. Revenue derived from ticket sales is recognized at the
time service is provided. However, due to various factors, including
the complex pricing structure and interline agreements throughout the industry,
certain amounts are recognized in revenue using estimates regarding both the
timing of the revenue recognition and the amount of revenue to be recognized,
including breakage. These estimates are generally based upon the evaluation of
historical trends, including the use of regression analysis and other methods to
model the outcome of future events based on the Company’s historical experience,
and are recorded at the scheduled time of departure.
1. Summary of Accounting
Policies (Continued)
Various
taxes and fees assessed on the sale of tickets to end customers are collected by
the Company as an agent and remitted to taxing authorities. These taxes and fees
have been presented on a net basis in the accompanying consolidated statement of
operations and recorded as a liability until remitted to the appropriate taxing
authority.
Beginning
in the first quarter of 2008, AMR reclassified revenues associated with the
marketing component of AAdvantage program mileage sales from Passenger revenue
to Other revenue. As a result of this change, approximately $584
million, $571 million, $557 million, $451 million, $409 million and $387 million
of revenue was reclassified from Passenger revenue to Other revenue for the
years ended December 31, 2007, 2006, 2005, 2004, 2003 and 2002 respectively, to
conform to the current presentation.
Frequent Flyer
Program The estimated incremental cost of providing free
travel awards is accrued for mileage credits earned by using American’s service
that are expected to be redeemed in the future. American also accrues a frequent
flyer liability for the mileage credits that are expected to be used for travel
on participating airlines based on historical usage patterns and contractual
rates. American sells mileage credits and related services to companies
participating in its frequent flyer program. The portion of the
revenue related to the sale of mileage credits, representing the revenue for air
transportation sold, is valued at fair value and is deferred and amortized over
28 months, which approximates the expected period over which the mileage credits
are used. Breakage of sold miles is recognized over the estimated
period of usage. The remaining portion of the revenue, representing
the marketing services sold and administrative costs associated with operating
the AAdvantage program, is recognized upon sale as a component of other
revenues, as the related services have been provided. The Company’s
total liability for future AAdvantage award redemptions for free, discounted or
upgraded travel on American, American Eagle or participating airlines as well as
unrecognized revenue from selling AAdvantage miles was approximately $1.7
billion (and is recorded as a component of Air traffic liability on the
accompanying consolidated balance sheets) at December 31, 2008 and $1.6 billion
as of December 31, 2007.
Income
Taxes The Company generally believes that the positions
taken on previously filed income tax returns are more likely than not to be
sustained by the taxing authorities. The Company has recorded income
tax and related interest liabilities where the Company believes its position may
not be sustained or where the full income tax benefit will not be
recognized. In accordance with the standards of Financial Accounting
Standards Board Interpretation No. 48 “Accounting for Uncertainty in Income
Taxes - an interpretation of FASB Statement No. 109” (FIN 48),
the effects of potential income tax benefits resulting from the Company’s
unrecognized tax positions are not reflected in the tax balances of the
financial statements. Recognized and unrecognized tax positions are
reviewed and adjusted as events occur that affect the Company’s judgment about
the recognizability of income tax benefits, such as lapsing of applicable
statutes of limitations, conclusion of tax audits, release of administrative
guidance, or rendering of a court decision affecting a particular tax
position.
Advertising
Costs The Company expenses on a straight-line basis the
costs of advertising as incurred throughout the year. Advertising
expense was $153 million, $162 million and $154 million for the years ended
December 31, 2008, 2007 and 2006, respectively.
2. Special Charges and
Restructuring Activities
As a result of the revenue
environment, high fuel prices and the Company’s restructuring activities,
including its capacity reductions, the Company has recorded a number of charges
during the last few years. In May 2008, the Company announced
capacity reductions due to unprecedented high fuel costs at that time and the
other challenges facing the industry. In connection with these
capacity reductions, the Company incurred special charges related to aircraft,
employee reductions and certain other charges.
2. Special Charges and
Restructuring Activities (Continued)
Aircraft
Charges
In
accordance with Statement of Financial Accounting Standards No. 144, “Accounting
for the Impairment or Disposal of Long-Lived Assets” (SFAS 144), the Company
records impairment charges on long-lived assets used in operations when events
and circumstances indicate that the assets may be impaired. Assets or
groups of assets are considered impaired when the undiscounted cash flows
estimated to be generated by those assets are less than the carrying amount of
those assets and the net book value of the assets exceeds their estimated fair
value. In connection with the May 2008 capacity reduction announcement, the
Company concluded that a triggering event had occurred requiring that fixed
assets be tested for impairment. As a result of this test, the
Company concluded the carrying values of its McDonnell Douglas MD-80 and the
Embraer RJ-135 aircraft fleets were no longer recoverable. Consequently, during
the second quarter of 2008, the Company recorded an impairment charge of $1.1
billion to write these and certain related long-lived assets down to their
estimated fair values. No portion of the impairment charge will result in future
cash expenditures. All other fleet types were tested for impairment
but were concluded to be recoverable with projected undiscounted cash flows or
these fleet types had fair values at levels above current carrying
value. Included in the charge for the Embraer RJ-135 fleet were write
downs on 29 aircraft, of which 19 were considered held for sale as of December
31, 2008. The McDonnell Douglas MD-80 aircraft are being depreciated
over their remaining useful lives averaging approximately five
years.
In
determining the asset recoverability, management estimated the undiscounted
future cash flows utilizing models used by the Company in making fleet and
scheduling decisions. In determining fair market value, the Company
utilized recent external appraisals of its fleets, a published aircraft pricing
survey and recent transactions involving sales of similar aircraft, adjusted
based on estimates of maintenance status and to consider the impact of recent
industry events on these values. As a result of the write down of
these aircraft to fair value, as well as the acceleration of the retirement
dates, depreciation expense related to these assets is expected to decrease by
approximately $141 million on an annualized basis.
As part
of these capacity reductions, the Company expects to ground over the next twelve
months its leased Airbus A300 aircraft prior to lease expiration. As
of December 31, 2008, the Company estimates that it will incur approximately
$130 million in net present value of future lease payments and lease return
costs related to the grounding of the leased A300 fleet, of which $33 million
was incurred in 2008 as four aircraft were removed from service. The
remaining charges will be incurred over the next three quarters as the aircraft
are removed from service. These expected future charges do not yet consider
potential sublease contracts or similar arrangements with respect to the leased
Airbus 300 aircraft, which could offset a portion of the charges, as significant
contract amendments are required in order to execute any sublease
agreements. The Company estimates that virtually all of these charges
will result in future cash expenditures.
In the
fourth quarter of 2007, the Company permanently grounded and held for disposal
24 McDonnell Douglas MD-80 airframes and certain other equipment, all of which
had previously been in temporary storage. Of these 24 aircraft, 12 are owned by
the Company, seven are accounted for as capital leases and five are accounted
for as operating leases. Primarily as a result of the retirement, the Company
incurred a charge of $63 million, included in Special
charges expenses in the consolidated statement of operations, to accrue
future lease commitments and write-down the aircraft frames to their fair
values. In determining the fair values of these aircraft, the Company considered
recent transactions involving inventory for the aircraft.
Employee
Charges
In
conjunction with the capacity reductions announced in May 2008, the Company
reduced its workforce commensurate with the announced system-wide capacity
reductions. This reduction in workforce was accomplished through
various measures, including voluntary programs, part-time work schedules,
furloughs in accordance with collective bargaining agreements, and other
reductions. As a result of this reduction in workforce, the Company
incurred employee charges of approximately $71 million for severance related
costs in accordance with Statement of Financial Accounting Standards No. 112,
“Employers Accounting for Postemployment Benefits” (SFAS 112), based on probable
expectations of involuntary terminations. The Company
does not expect remaining charges related to the reduction in workforce to be
significant.
2. Special Charges and
Restructuring Activities (Continued)
The
following table summarizes the components of the Company’s special charges, the
remaining accruals for these charges and the capacity reduction related charges
(in millions) as of December 31, 2008:
|
|
Aircraft
Charges
|
|
|
Facility
Exit Costs
|
|
|
Employee
Charges
|
|
|
Other
|
|
|
Total
|
|
|
|
|
Remaining
accrual at January 1, 2006
|
|
|
152 |
|
|
|
36 |
|
|
|
- |
|
|
|
- |
|
|
|
188 |
|
|
|
|
Adjustments
|
|
|
(3 |
) |
|
|
(16 |
) |
|
|
- |
|
|
|
- |
|
|
|
(19 |
) |
|
|
|
Payments
|
|
|
(21 |
) |
|
|
(1 |
) |
|
|
- |
|
|
|
- |
|
|
|
(22 |
) |
|
|
|
Remaining
accrual at December 31, 2006
|
|
$ |
128 |
|
|
$ |
19 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
147 |
|
|
|
|
Restructuring
charges
|
|
|
63 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
63 |
|
|
|
|
Non-cash
charges
|
|
|
(53 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(53 |
) |
|
|
|
Payments
|
|
|
(12 |
) |
|
|
(1 |
) |
|
|
- |
|
|
|
- |
|
|
|
(13 |
) |
|
|
|
|
Remaining
accrual at December 31, 2007
|
|
$ |
126 |
|
|
$ |
18 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
144 |
|
|
|
|
|
Capacity
reduction charges
|
|
|
1,117 |
|
|
|
- |
|
|
|
71 |
|
|
|
25 |
|
|
|
1,213 |
|
|
|
|
|
Non-cash
charges
|
|
|
(1,103 |
) |
|
|
- |
|
|
|
- |
|
|
|
(25 |
) |
|
|
(1,128 |
) |
|
|
|
|
Adjustments
|
|
|
1 |
|
|
|
(2 |
) |
|
|
- |
|
|
|
- |
|
|
|
(1 |
) |
|
|
|
|
Payments
|
|
|
(31 |
) |
|
|
- |
|
|
|
(55 |
) |
|
|
- |
|
|
|
(86 |
) |
|
|
|
|
Remaining
accrual at December 31, 2008
|
|
$ |
110 |
|
|
$ |
16 |
|
|
$ |
16 |
|
|
$ |
- |
|
|
$ |
142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
outlays related to the accruals for aircraft charges and facility exit costs
will occur through 2017 and 2018, respectively.
Other
On
September 22, 2001, the Air Transportation Safety and System Stabilization Act
(the Stabilization Act) was signed into law. The Stabilization Act
provides that, notwithstanding any other provision of law, liability for all
claims, whether compensatory or punitive, arising from the terrorist attacks of
September 11, 2001 (the Terrorist Attacks), against any air carrier shall not
exceed the liability coverage maintained by the air carrier. Based
upon estimates provided by the Company’s insurance providers, the Company
initially recorded a liability of approximately $2.3 billion for claims arising
from the Terrorist Attacks, after considering the liability protections provided
for by the Stabilization Act. The balance, recorded in the
accompanying consolidated balance sheet, was $1.7 billion and $1.8 billion at
December 31, 2008 and 2007, respectively.
In 2008,
the Company finalized the liability associated with flight 587. A
previously recorded liability and related insurance receivable were reduced as a
result of the settlement by approximately $381 million.
3. Investments
Short-term
investments consisted of (in millions):
|
|
December
31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Overnight
investments and time deposits
|
|
$ |
1,574 |
|
|
$ |
488 |
|
Corporate
and bank notes
|
|
|
1,016 |
|
|
|
3,781 |
|
U.
S. government agency notes
|
|
|
322 |
|
|
|
17 |
|
Other
|
|
|
4 |
|
|
|
101 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,916 |
|
|
$ |
4,387 |
|
3. Investments
(Continued)
Short-term
investments at December 31, 2008, by contractual maturity included (in
millions):
Due
in one year or less
|
|
$ |
2,916 |
|
Due
between one year and three years
|
|
|
- |
|
Due
after three years
|
|
|
- |
|
|
|
|
|
|
|
|
$ |
2,916 |
|
All
short-term investments are classified as available-for-sale and stated at fair
value. Unrealized gains and losses are reflected as a component of
Accumulated other comprehensive income (loss).
The
Company has adopted Statement of Financial Accounting Standards No. 157 “Fair
Value Measurements” (SFAS 157) as it applies to financial assets and liabilities
effective January 1, 2008. SFAS 157 defines fair value,
establishes a framework for measuring fair value under generally accepted
accounting principles (GAAP) and enhances disclosures about fair value
measurements.
SFAS 157
defines fair value as the exchange price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. Under SFAS 157, AMR utilizes
several valuation techniques in order to assess the fair value of the Company’s
financial assets and liabilities. The Company’s fuel derivative
contracts, which primarily consist of commodity options and collars, are valued
using energy and commodity market data which is derived by combining raw inputs
with quantitative models and processes to generate forward curves and
volatilities. The Company’s short-term investments primarily utilize
broker quotes in a non-active market for valuation of these
securities.
SFAS 157
also establishes a fair value hierarchy which requires an entity to maximize the
use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. The standard describes three levels of inputs that may be
used to measure fair value:
Level 1 - Quoted prices in
active markets for identical assets or liabilities.
Level 2 - Observable inputs
other than Level 1 prices such as quoted prices for similar assets or
liabilities; quoted prices in markets that are not active; or other inputs that
are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities. The
Company’s short-term investments primarily utilize broker quotes in a non-active
market for valuation of these securities. The Company’s fuel
derivative contracts, which primarily consist of commodity options and collars,
are valued using energy and commodity market data which is derived by combining
raw inputs with quantitative models and processes to generate forward curves and
volatilities.
Level 3 - Unobservable inputs
that are supported by little or no market activity and that are significant to
the fair value of the assets or liabilities.
The
Company utilizes the market approach to measure fair value for its financial
assets and liabilities. The market approach uses prices and other
relevant information generated by market transactions involving identical or
comparable assets or liabilities.
3. Investments
(Continued)
Assets
and liabilities measured at fair value on a recurring basis are summarized
below:
(in
millions)
|
|
Fair Value Measurements as of December 31,
2008
|
|
Description
|
|
Total
|
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short
term investments 1
|
|
$ |
2,916 |
|
|
$ |
1,411 |
|
|
$ |
1,505 |
|
|
|
- |
|
Restricted
cash and short-term investments 1
|
|
|
459 |
|
|
|
453 |
|
|
|
6 |
|
|
|
- |
|
Fuel
derivative contracts, net liability 1
|
|
|
(528 |
) |
|
|
- |
|
|
|
(528 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
2,847 |
|
|
$ |
1,864 |
|
|
$ |
983 |
|
|
$ |
- |
|
1
Unrealized gains or losses on short-term investments, restricted cash and
short-term investments and derivatives designated as hedges are recorded in
Accumulated other comprehensive income (loss) at each measurement
date.
In 2007,
the Company sold its interests in ARINC, Incorporated (ARINC), a military and
aviation communications company, previously recorded as a component of other
assets. The Company received $192 million in proceeds for its
interest in ARINC, $138 million of which was recognized as a
gain. The gain on the sale of the Company’s interest in ARINC is
included in Miscellaneous-net in the accompanying consolidated statement of
operations.
4. Commitments, Contingencies
and Guarantees
During
2008, the Company continued its fleet renewal strategy as it entered into
amendments to its purchase agreement with the Boeing Company. Giving
effect to the amendments and considering the impact of delays caused by the
recent machinist strike at Boeing, the Company is now committed to take delivery
of a total of 29 737-800 aircraft in 2009, 39 737-800 aircraft in 2010 and eight
737-800 aircraft in 2011. In addition to these aircraft, the Company
has firm commitments for eleven 737-800 aircraft and seven Boeing 777 aircraft
scheduled to be delivered in 2013 - 2016. Under the Boeing 737-800 and Boeing
777-200 aircraft purchase agreements, payments for the related aircraft purchase
commitments will be approximately $1.0 billion in 2009, $1.1 billion in 2010,
$355 million in 2011, $218 million in 2012, $417 million in 2013 and $584
million for 2014 and beyond. These amounts are net of purchase deposits
currently held by the manufacturer. Any incremental firm aircraft
orders will increase the Company’s commitments.
American
has granted Boeing a security interest in American’s purchase deposits with
Boeing. The Company’s purchase deposits totaled $671 million and $239
million at December 31, 2008 and 2007, respectively.
In
October of 2008, the Company entered into a sale leaseback agreement for 20 of
the 76 Boeing 737-800 aircraft to be delivered in 2009 - 2011. Such
financing is subject to certain terms and conditions including a minimum
liquidity requirement. In addition, the Company had previously arranged
for backstop financing which covered a significant portion of the remaining 2009
- 2011 Boeing 737-800 aircraft deliveries.
On
December 18, 2007, the European Commission issued a Statement of Objection
(“SO”) against 26 airlines, including the Company. The SO alleges
that these carriers participated in a conspiracy to set surcharges on cargo
shipments in violation of EU law. The SO states that, in the event
that the allegations in the SO are affirmed, the Commission will impose fines
against the Company. The Company intends to vigorously contest the
allegations and findings in the SO under EU laws, and it intends to cooperate
fully with all other pending investigations. Based on the information
to date, the Company has not recorded any reserve for this exposure for the year
ended December 31, 2008. In the event that the SO is affirmed or
other investigations uncover violations of the U.S. antitrust laws or the
competition laws of some other jurisdiction, or if the Company were named and
found liable in any litigation based on these allegations, such findings and
related legal proceedings could have a material adverse impact on the
Company.
The
Company has contracts related to facility construction or improvement projects,
primarily at airport locations. The contractual obligations related to these
projects totaled approximately $57 million as of December 31,
2008. The Company expects to make payments of $45 million and $6
million in 2009 and 2010, respectively. In addition, the Company has
an information technology support related contract that requires minimum annual
payments of $150 million through 2013.
4. Commitments,
Contingencies and Guarantees (Continued)
American
has capacity purchase agreements with two regional airlines, Chautauqua
Airlines, Inc. (Chautauqua) and Trans States Airlines, Inc. (collectively the
AmericanConnection® carriers) to provide Embraer EMB-140/145 regional jet
services to certain markets under the brand
“AmericanConnection”. Under these arrangements, the Company pays the
AmericanConnection® carriers a fee per block hour to operate the
aircraft. The block hour fees are designed to cover the
AmericanConnection® carriers’ fully allocated costs plus a
margin. Assumptions for certain costs such as fuel, landing fees,
insurance, and aircraft ownership are trued up to actual values on a pass
through basis. In consideration for these payments, the Company retains all
passenger and other revenues resulting from the operation of the
AmericanConnection® regional jets. Minimum payments under the
contracts are $68 million in 2009, $120 million over the years 2010 and 2011 and
$17 million in 2012 and 2013. In addition, if the Company terminates
the Chautauqua contract without cause, Chautauqua has the right to put its 15
Embraer aircraft to the Company. If this were to happen, the Company
would take possession of the aircraft and become liable for lease obligations
totaling approximately $21 million per year with lease expirations in 2018 and
2019.
The
Company is a party to many routine contracts in which it provides general
indemnities in the normal course of business to third parties for various risks.
The Company is not able to estimate the potential amount of any liability
resulting from the indemnities. These indemnities are discussed in the following
paragraphs.
The
Company’s loan agreements and other London Interbank Offered Rate (LIBOR)-based
financing transactions (including certain leveraged aircraft leases) generally
obligate the Company to reimburse the applicable lender for incremental costs
due to a change in law that imposes (i) any reserve or special deposit
requirement against assets of, deposits with or credit extended by such lender
related to the loan, (ii) any tax, duty or other charge with respect to the loan
(except standard income tax) or (iii) capital adequacy requirements. In
addition, the Company’s loan agreements, derivative contracts and other
financing arrangements typically contain a withholding tax provision that
requires the Company to pay additional amounts to the applicable lender or other
financing party, generally if withholding taxes are imposed on such lender or
other financing party as a result of a change in the applicable tax
law.
These
increased cost and withholding tax provisions continue for the entire term of
the applicable transaction, and there is no limitation on the maximum additional
amounts the Company could be obligated to pay under such
provisions. Any failure to pay amounts due under such provisions
generally would trigger an event of default and, in a secured financing
transaction, would entitle the lender to foreclose upon the collateral to
realize the amount due.
In
certain transactions, including certain aircraft financing leases and loans and
derivative transactions, the lessors, lenders and/or other parties have rights
to terminate the transaction based on changes in foreign tax law, illegality or
certain other events or circumstances. In such a case, the Company
may be required to make a lump sum payment to terminate the relevant
transaction.
In its
aircraft financing agreements, the Company generally indemnifies the financing
parties, trustees acting on their behalf and other relevant parties against
liabilities (including certain taxes) resulting from the financing, manufacture,
design, ownership, operation and maintenance of the aircraft regardless of
whether these liabilities (or taxes) relate to the negligence of the
indemnified parties.
The
Company has general indemnity clauses in many of its airport and other real
estate leases where the Company as lessee indemnifies the lessor (and related
parties) against liabilities related to the Company’s use of the leased
property. Generally, these indemnifications cover liabilities
resulting from the negligence of the indemnified parties, but not liabilities
resulting from the gross negligence or willful misconduct of the indemnified
parties. In addition, the Company provides environmental indemnities
in many of these leases for contamination related to the Company’s use of the
leased property.
Under
certain contracts with third parties, the Company indemnifies the third party
against legal liability arising out of an action by the third party, or certain
other parties. The terms of these contracts vary and the potential exposure
under these indemnities cannot be determined. Generally, the Company has
liability insurance protecting the Company for the obligations it has undertaken
under these indemnities.
4. Commitments, Contingencies
and Guarantees (Continued)
AMR and
American have event risk covenants in approximately $1.2 billion of indebtedness
and operating leases as of December 31, 2008. These covenants permit
the holders of such obligations to receive a higher rate of return (between 100
and 650 basis points above the stated rate) if a designated event, as defined,
should occur and the credit ratings of such obligations are downgraded below
certain levels within a certain period of time. No designated event,
as defined, had occurred as of December 31, 2008.
The
Company is involved in certain claims and litigation related to its operations.
In the opinion of management, liabilities, if any, arising from these claims and
litigation will not have a material adverse effect on the Company’s consolidated
financial position, results of operations, or cash flows, after consideration of
available insurance.
5. Leases
AMR's
subsidiaries lease various types of equipment and property, primarily aircraft
and airport facilities. The future minimum lease payments required
under capital leases, together with the present value of such payments, and
future minimum lease payments required under operating leases that have initial
or remaining non-cancelable lease terms in excess of one year as of December 31,
2008, were (in millions):
Year
Ending December 31,
|
|
Capital
Leases
|
|
|
Operating
Leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
$ |
182 |
|
|
$ |
998 |
|
|
|
|
2010
|
|
|
143 |
|
|
|
932 |
|
|
|
|
2011
|
|
|
146 |
|
|
|
922 |
|
|
|
|
2012
|
|
|
97 |
|
|
|
739 |
|
|
|
|
2013
|
|
|
83 |
|
|
|
652 |
|
|
|
|
2014
and thereafter
|
|
|
476 |
|
|
|
4,944 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,127 |
|
|
$ |
9,187 |
|
|
|
(1 |
) |
Less
amount representing interest
|
|
|
438 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present
value of net minimum lease payments
|
|
$ |
689 |
|
|
|
|
|
|
|
|
|
|
(1)
|
As
of December 31, 2008, included in Accrued liabilities and Other
liabilities and deferred credits on the accompanying consolidated balance
sheet is approximately $1.1 billion relating to rent expense being
recorded in advance of future operating lease
payments.
|
At
December 31, 2008, the Company was operating 181 jet aircraft and 39 turboprop
aircraft and under operating leases and 76 jet aircraft under capital leases.
The aircraft leases can generally be renewed at rates based on fair market value
at the end of the lease term for one to five years. Some aircraft
leases have purchase options at or near the end of the lease term at fair market
value, but generally not to exceed a stated percentage of the defined lessor's
cost of the aircraft or a predetermined fixed amount.
During
2008, the Company raised $354 million through sale leasebacks of certain
aircraft, including regional aircraft. The gain on sale of $92
million is being amortized over the respective remaining lease
terms. American leases all 39 Super ATR regional aircraft from a
third party (guaranteed by AMR) and in turn, subleases those aircraft to AMR
Eagle for operation.
5. Leases
(Continued)
Special
facility revenue bonds have been issued by certain municipalities primarily to
improve airport facilities and purchase equipment. To the extent
these transactions were committed to prior to May 21, 1998 (the effective date
of EITF 97-10, “The Effect of Lessee Involvement in Asset Construction”) they
are accounted for as operating leases under Financial Accounting Standards Board
Interpretation 23, “Leases of Certain Property Owned by a Governmental Unit or
Authority”. Approximately $1.5 billion of these bonds (with total
future payments of approximately $3.4 billion as of December 31, 2008) are
guaranteed by American, AMR, or both. Approximately $177 million of these
special facility revenue bonds contain mandatory tender provisions that require
American to make operating lease payments sufficient to repurchase the bonds at
various times: $112 million in 2014 and $65 million in 2015. Although American
has the right to remarket the bonds, there can be no assurance that these bonds
will be successfully remarketed. Any payments to redeem or purchase bonds that
are not remarketed would generally reduce existing rent leveling accruals or be
considered prepaid facility rentals and would reduce future operating lease
commitments. The special facility revenue bonds that contain
mandatory tender provisions are listed in the table above at their ultimate
maturity date rather than their mandatory tender provision date.
Rent
expense, excluding landing fees, was $1.3 billion, $1.4 billion and $1.4 billion
in 2008, 2007 and 2006, respectively.
American
has determined that it holds a significant variable interest in, but is not the
primary beneficiary of, certain trusts that are the lessors under 84 of its
aircraft operating leases. These leases contain a fixed price purchase option,
which allows American to purchase the aircraft at a predetermined price on a
specified date. However, American does not guarantee the residual value of the
aircraft. As of December 31, 2008, future lease payments required
under these leases totaled $1.7 billion.
6. Indebtedness
Long-term
debt consisted of (in millions):
|
|
December
31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Secured
variable and fixed rate indebtedness due through 2021
(effective
rates from 4.25% - 11.36% at December 31, 2008)
|
|
$ |
4,783 |
|
|
$ |
4,662 |
|
Enhanced
equipment trust certificates due through 2012
(rates
from 3.86% - 12.00% at December 31, 2008)
|
|
|
2,382 |
|
|
|
2,482 |
|
6.0%
- 8.5% special facility revenue bonds due through 2036
|
|
|
1,674 |
|
|
|
1,688 |
|
Credit
facility agreement due through 2010
(effective
rate of 8.60% at December 31, 2008)
|
|
|
691 |
|
|
|
440 |
|
4.25%
- 4.50% senior convertible notes due 2023 - 2024
|
|
|
314 |
|
|
|
619 |
|
9.0%
- 10.20% debentures due through 2021
|
|
|
213 |
|
|
|
213 |
|
7.88%
- 10.55% notes due through 2039
|
|
|
211 |
|
|
|
211 |
|
|
|
|
10,268 |
|
|
|
10,315 |
|
|
|
|
|
|
|
|
|
|
Less
current maturities
|
|
|
1,849 |
|
|
|
902 |
|
|
|
|
|
|
|
|
|
|
Long-term
debt, less current maturities
|
|
$ |
8,419 |
|
|
$ |
9,413 |
|
|
|
|
|
|
|
|
|
|
Maturities
of long-term debt (including sinking fund requirements) for the next five years
are: 2009 - $1.8 billion; 2010 - $1.3 billion; 2011 - $2.2 billion; 2012 - $1.0
billion, 2013 - $700 million.
6. Indebtedness
(Continued)
American’s
credit facility consists of a fully drawn $255 million senior secured revolving
credit facility (fully drawn in September 2008), and a $436 million term loan
facility (the Revolving Facility and the Term Loan Facility, respectively, and
collectively, the Credit Facility). Advances under either
facility can be designated, at American’s election, as LIBOR rate advances or
base rate advances. Interest accrues at the LIBOR rate or base rate, as
applicable, plus, in either case, the applicable margin. The
applicable margin with respect to the Revolving Facility can range from 2.50
percent to 4.00 percent per annum, in the case of LIBOR advances, and from 1.50
percent to 3.00 percent per annum, in the case of base rate advances, depending
upon the senior secured debt rating of the Credit Facility. Based on
ratings as of December 31, 2008, the applicable margin with respect to the
Revolving Facility is 3.00 percent per annum in the case of LIBOR advances, and
2.00 percent per annum in the case of base rate advances. The
applicable margin with respect to the Term Loan Facility is 2.00 percent per
annum in the case of LIBOR advances, and 1.00 percent per annum in the case of
base rate advances.
The
Revolving Facility matures on June 17, 2009. The Term Loan Facility
matures on December 17, 2010 and amortizes quarterly at a rate of $1
million. Principal amounts repaid under the Term Loan Facility may
not be re-borrowed.
The
Credit Facility is secured by certain aircraft. The Credit Facility
includes a covenant that requires periodic appraisals of the aircraft at current
market value and requires American to pledge more aircraft or cash collateral if
the loan amount is more than 50 percent of the appraised value (after giving
effect to sublimits for specified categories of aircraft). In
addition, the Credit Facility is secured by all of American’s existing route
authorities between the United States and Tokyo, Japan, together with certain
slots, gates and facilities that support the operation of such routes.
American’s obligations under the Credit Facility are guaranteed by AMR, and
AMR’s guaranty is secured by a pledge of all the outstanding shares of common
stock of American.
The
Credit Facility contains a covenant (the Liquidity Covenant) requiring American
to maintain, as defined, unrestricted cash, unencumbered short-term investments
and amounts available for drawing under committed revolving credit facilities
which have a final maturity of at least 12 months after the date of
determination, of not less than $1.25 billion for each quarterly period through
the remaining life of the Credit Facility. Securities meeting certain rating
criteria and with maturities within 18 months qualify for the Liquidity Covenant
provisions.
The
Credit Facility contains a covenant (the EBITDAR Covenant) requiring AMR to
maintain specified ratios of cash flow to fixed charges. In May 2008,
AMR and American entered into an amendment to the Credit Facility which waived
compliance with the EBITDAR Covenant for periods ending on any date from and
including June 30, 2008 through March 31, 2009, and which reduced the minimum
ratios AMR is required to satisfy thereafter. The required ratio will
be 0.90 to 1.00 for the one quarter period ending June 30, 2009 and will
increase to 1.15 to 1.00 for the four quarter period ending September 30,
2010.
AMR and
American were in compliance with the Liquidity Covenant at December 31, 2008 and
expect to be able to comply with this covenant in the
near-term. Given fuel prices that have been very high by historical
standards and the volatility of fuel prices and revenues, uncertainty in the
capital markets and about other sources of funding, and other factors, it is
difficult to assess whether AMR and American will, in fact, be able to continue
to comply with the Liquidity Covenant and, in particular, the EBITDAR Covenant,
and there are no assurances that they will be able to do so. Failure
to comply with these covenants would result in a default under the Credit
Facility which – if the Company did not take steps to obtain a waiver of, or
otherwise mitigate, the default – could result in a default under a significant
amount of the Company’s other debt and lease obligations and have a material
adverse impact on the Company.
As of
December 31, 2008, the Company had outstanding $318 million principal amount of
its 4.50 percent senior convertible notes due 2024 (the 4.50
Notes). On February 17, 2009, virtually all of the holders of the
4.50 Notes exercised their elective put rights and the Company purchased and
retired these notes at a price equal to 100 percent of their principal
amount. Under the terms of the 4.50 Notes, the Company had the option
to pay the purchase price with cash, stock, or a combination of cash and stock,
and the Company elected to pay for the 4.50 Notes solely with
cash. The $318 million principal amount of the 4.50 Notes is recorded
as Current maturities of long-term debt as of December 31, 2008.
6. Indebtedness
(Continued)
In August
2008, AMR retired, by purchasing with cash, $75 million of the $300 million
principal amount of the 4.25 percent senior convertible notes due 2023 (the 4.25
Notes). In September 2008, the remaining holders of the 4.25 Notes
exercised their elective put rights and the Company purchased and retired these
notes at a price equal to 100 percent of their principal amount, totaling $225
million. Under the terms of the 4.25 Notes, the Company had the
option to pay the purchase price with cash, stock, or a combination of cash and
stock, and the Company elected to pay for the 4.25 Notes solely with
cash.
Certain
debt is secured by aircraft, engines, equipment and other assets having a net
book value of approximately $10.5 billion as of December 31, 2008.
In 2008,
the Company raised approximately $500 million under a loan secured by
aircraft. The loan bears interest at a LIBOR-based (London Interbank
Offered Rate) variable rate with a fixed margin which resets quarterly and is
due in installments through 2015.
As of
December 31, 2008, AMR has issued guarantees covering approximately $1.7 billion
of American’s tax-exempt bond debt and American has issued guarantees covering
approximately $745 million of AMR’s unsecured debt. In addition, as
of December 31, 2008, AMR and American have issued guarantees covering
approximately $305 million of AMR Eagle’s secured debt, and AMR has issued
guarantees covering an additional $2.1 billion of AMR Eagle’s secured
debt. In 2008, AMR issued guarantees covering $204 million of
American’s leases of 39 Super ATR aircraft, which are subleased to AMR
Eagle.
Cash
payments for interest, net of capitalized interest, were $685 million, $861
million and $944 million for 2008, 2007 and 2006, respectively.
7. Financial Instruments and
Risk Management
Fuel Price Risk
Management In March of 2008, the FASB issued Statement
of Financial Accounting Standards No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). SFAS 161 requires entities to provide greater
transparency about how and why the entity uses derivative instruments, how the
instruments and related hedged items are accounted for under SFAS 133, and how
the instruments and related hedged items affect the financial position, results
of operations, and cash flows of the entity. The Company adopted SFAS
161 effective December 31, 2008.
FSP FIN
39-1, “Amendment of FASB Interpretation No. 39,” requires a reporting entity to
elect a policy choice of whether to offset rights to reclaim cash collateral or
obligations to return cash collateral against derivative assets and liabilities
executed with the same counterparty, or present such amounts gross. The
Company's accounting policy is to present its derivative assets and liabilities
gross including the collateral posted with or by the counterparty.
As part
of the Company's risk management program, it uses a variety of financial
instruments, primarily heating oil option and collar contracts, as cash flow
hedges to mitigate commodity price risk. The Company does not hold or
issue derivative financial instruments for trading purposes. As of
December 31, 2008, the Company had fuel derivative contracts outstanding
covering 35 million barrels of jet fuel that will be settled over the next 24
months. A deterioration of the Company’s liquidity position may
negatively affect the Company’s ability to hedge fuel in the
future.
7. Financial Instruments and
Risk Management (Continued)
In
accordance with Statement of Financial Accounting Standards No. 133, “Accounting
for Derivative Instruments and Hedging Activity” (SFAS 133), the Company
assesses, both at the inception of each hedge and on an on-going basis, whether
the derivatives that are used in its hedging transactions are highly effective
in offsetting changes in cash flows of the hedged items. Derivatives
that meet the requirements of SFAS 133 are granted special hedge accounting
treatment, and the Company’s hedges generally meet these
requirements. Accordingly, the Company’s fuel derivative contracts
are accounted for as cash flow hedges, and the fair value of the Company’s
hedging contracts is recorded in Current Assets or Current Liabilities in
the accompanying consolidated balance sheets until the underlying jet fuel is
purchased. The Company determines the ineffective portion of its fuel hedge
contracts by comparing the cumulative change in the total value of the fuel
hedge contract, or group of fuel hedge contracts, to the cumulative change in a
hypothetical jet fuel hedge. If the total cumulative change in value
of the fuel hedge contract more than offsets the total cumulative change in a
hypothetical jet fuel hedge, the difference is considered ineffective and is
immediately recognized as a component of Aircraft fuel
expense. Effective gains or losses on fuel hedging contracts are
deferred in Accumulated other comprehensive income (loss) and are recognized in
earnings as a component of Aircraft fuel expense when the underlying jet fuel
being hedged is used.
Ineffectiveness
is inherent in hedging jet fuel with derivative positions based in crude oil or
other crude oil related commodities. In assessing effectiveness, the
Company uses a regression model to determine the correlation of the change in
prices of the commodities used to hedge jet fuel (e.g. NYMEX Heating oil) to the
change in the price of jet fuel. The Company also monitors the actual
dollar offset of the hedges’ market values as compared to hypothetical jet fuel
hedges. The fuel hedge contracts are generally deemed to be “highly
effective” if the R-squared is greater than 80 percent and dollar offset
correlation is within 80 percent to 125 percent. The Company
discontinues hedge accounting prospectively if it determines that a derivative
is no longer expected to be highly effective as a hedge or if it decides to
discontinue the hedging relationship. Subsequently, any changes in
the fair value of these derivatives are marked to market through earnings in the
period of change.
For the
years ended December 31, 2008, 2007 and 2006, the Company recognized net gains
of approximately $380 million, $239 million and $97 million,
respectively, as a component of fuel expense on the accompanying consolidated
statements of operations related to its fuel hedging agreements, including the
ineffective portion of the hedges. In addition, in 2006, the Company
recognized a loss of $102 million in Miscellaneous – net for changes in market
value of hedges that did not qualify for hedge accounting during certain periods
in 2006. The fair value of the Company’s fuel hedging agreements at
December 31, 2008 and 2007, representing the amount the Company would receive
(pay) to terminate the agreements, totaled ($450) million and $353 million,
respectively, which excludes a payable and a receivable, respectively, related
to contracts that settled in December of each year. As of December
31, 2008, the Company estimates that during the next twelve months it will
reclassify from Accumulated other comprehensive loss into earnings approximately
$711 million in net losses (based on prices as of December 31, 2008) related to
its fuel derivative hedges, including losses from terminated contracts with a
bankrupt counterparty and unwound trades.
The
impact of cash flow hedges on the Company’s consolidated financial statements
for the years ending December 31, 2008 and 2007, respectively, is depicted below
(in millions):
Fair
Value of Aircraft Fuel Derivative Instruments (all cash flow hedges under
SFAS 133)
|
|
Asset
Derivatives as of December 31,
|
|
Liability
Derivatives as of December 31,
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
Balance
Sheet Location
|
|
Fair
Value
|
|
Balance
Sheet Location
|
|
Fair
Value
|
|
Balance
Sheet Location
|
|
Fair
Value
|
|
Balance
Sheet Location
|
|
Fair
Value
|
|
Fuel
derivative contracts
|
|
$ |
- |
|
Fuel
derivative contracts
|
|
$ |
416 |
|
Fuel
derivative liability
|
|
$ |
528 |
|
Accrued
liabilities
|
|
$ |
- |
|
7. Financial Instruments and
Risk Management (Continued)
Effect
of Aircraft Fuel Derivative Instruments on Statements of Operations (all
cash flow hedges under SFAS 133)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
of Gain (Loss) Recognized in OCI on Derivative1
|
|
Location
of Gain (Loss) Reclassified from Accumulated OCI into Income 1
|
|
Amount
of Gain (Loss) Reclassified from Accumulated OCI into Income 1
|
|
Location
of Gain (Loss) Recognized in Income on Derivative 2
|
|
Amount
of Gain (Loss) Recognized in Income on Derivative 2
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(738 |
) |
|
$ |
381 |
|
Aircraft
Fuel
|
|
$ |
378 |
|
|
$ |
165 |
|
Aircraft
Fuel
|
|
$ |
2 |
|
|
$ |
74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Effective
portion of gain (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 Ineffective
portion of gain (loss)
|
|
|
|
|
|
The
Company is also exposed to credit losses in the event of non-performance by
counterparties to these financial instruments, and although no assurances can be
given, the Company does not expect any of the counterparties to fail to meet its
obligations. The credit exposure related to these financial
instruments is represented by the fair value of contracts with a positive fair
value at the reporting date, reduced by the effects of master netting
agreements. To manage credit risks, the Company selects
counterparties based on credit ratings, limits its exposure to a single
counterparty under defined guidelines, and monitors the market position of the
program and its relative market position with each counterparty. The Company
also maintains industry-standard security agreements with a number of its
counterparties which may require the Company or the counterparty to post
collateral if the value of selected instruments exceed specified mark-to-market
thresholds or upon certain changes in credit ratings. A deterioration
of the Company’s liquidity position may negatively affect the Company’s ability
to hedge fuel in the future.
Certain
of the Company’s derivative instrument contracts provide that if the Company’s
unrestricted cash balance or credit ratings remain above certain levels, loss
positions on these instruments need not be fully collateralized. If
the Company’s unrestricted cash balance or credit rating were to fall below
these levels, it would trigger additional collateral to be deposited with the
counterparty up to 100 percent of the loss position of the derivative
contracts. As of December 31, 2008, the aggregate fair value of all
derivative instruments with credit-risk-related contingent features that are in
a net liability position is $528 million, for which the Company had posted
collateral of $575 million. The Company was over-collateralized as of
December 31, 2008 due to a timing lag in collateral reconciliation of $92
million by a certain counterparty. Excluding the impact of this
timing lag, if all credit-risk-contingent features underlying these agreements
had been triggered on December 31, 2008, the Company would have been required to
post collateral of 100 percent of the loss position referred to above, or $528
million.
During
2008, a counterparty to certain of the Company’s fuel hedging derivative
contracts filed for protection under Chapter 11 of the Federal Bankruptcy
Code. Per the contract, the Company was able to terminate its hedge
positions with this counterparty as a result of the counterparty’s
default. Due to the decline in fuel prices subsequent to the Chapter
11 filing, the Company was in a liability position to this counterparty at the
time the hedge position was terminated. The Company incurred a charge
of $26 million associated with these contracts during the period subsequent to
the Chapter 11 filing and prior to termination, when the derivative contracts no
longer qualified for hedge accounting under SFAS 133. The charge was
recorded to Miscellaneous-net in the accompanying consolidated statement of
operations. Had the Company retained these hedge positions, this
charge would have been incurred as fuel expense over the next two years assuming
a static fuel price from the termination date.
In fourth quarter of 2008,
the Company modified its fuel hedge portfolio, effectively settling certain
derivatives hedging 2009 jet fuel purchases. The Company entered into fuel
hedging collars to unwind certain trades with two of the Company’s
counterparties. The Company has de-designated these unwound hedges as
prescribed by SFAS 133, and entered into four directly counteractive economic
derivatives to, in effect, settle these positions. At the date of
de-designation of these hedges, the Company had recorded a $205 million loss in
Accumulated other comprehensive income which will be reclassified into Aircraft
fuel expense in 2009. The fair value of these offsetting positions
not designated as hedges under SFAS 133 as of December 31, 2008 was a $188
million asset recorded in Fuel derivative contracts and a $188 million liability
recorded in Fuel derivative liability.
7. Financial Instruments and
Risk Management (Continued)
Fair Values of Financial
Instruments The fair values of the Company's long-term
debt were estimated using quoted market prices where available. For
long-term debt not actively traded, fair values were estimated using discounted
cash flow analyses, based on the Company's current incremental borrowing rates
for similar types of borrowing arrangements.
The
carrying amounts and estimated fair values of the Company's long-term debt,
including current maturities, were (in millions):
|
|
December
31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
Carrying
Value
|
|
|
Fair
Value
|
|
|
Carrying
Value
|
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured
variable and fixed rate indebtedness
|
|
$ |
4,783 |
|
|
$ |
2,534 |
|
|
$ |
4,662 |
|
|
$ |
3,896 |
|
Enhanced
equipment trust certificates
|
|
|
2,382 |
|
|
|
1,885 |
|
|
|
2,482 |
|
|
|
2,472 |
|
6.0%
- 8.5% special facility revenue bonds
|
|
|
1,674 |
|
|
|
1,001 |
|
|
|
1,688 |
|
|
|
1,801 |
|
Credit
facility agreement
|
|
|
691 |
|
|
|
545 |
|
|
|
440 |
|
|
|
423 |
|
4.25%
- 4.50 % senior convertible notes
|
|
|
314 |
|
|
|
308 |
|
|
|
619 |
|
|
|
670 |
|
9.0%
- 10.20% debentures
|
|
|
213 |
|
|
|
105 |
|
|
|
213 |
|
|
|
178 |
|
7.88%
- 10.55% notes
|
|
|
211 |
|
|
|
96 |
|
|
|
211 |
|
|
|
195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
10,268 |
|
|
$ |
6,474 |
|
|
$ |
10,315 |
|
|
$ |
9,635 |
|
8. Income
Taxes
On
January 1, 2007, the Company adopted Financial Accounting Standards Board
Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN
48). FIN 48 prescribes a recognition threshold that a tax position is
required to meet before being recognized in the financial statements and
provides guidance on derecognition, measurement, classification, interest and
penalties, accounting in interim periods, disclosure and transition
issues.
The
Company has an unrecognized tax benefit of approximately $24 million which
decreased $16 million during the twelve months ended December 31, 2008 due to
settlement of the 2001 through 2003 Internal Revenue Service
examination. Changes in the unrecognized tax benefit have no impact
on the effective tax rate due to the existence of the valuation
allowance. Accrued interest on tax positions is recorded as a
component of interest expense but is not significant at December 31,
2008.
The
reconciliation of the beginning and ending amounts of unrecognized tax benefit
are (in millions):
|
|
2008
|
|
|
2007
|
|
Unrecognized
Tax Benefit at January 1
|
|
$ |
40 |
|
|
$ |
41 |
|
Decreases
due to settlements with taxing authority
|
|
|
(16 |
) |
|
|
(1 |
) |
Unrecognized
Tax Benefit at December 31
|
|
$ |
24 |
|
|
$ |
40 |
|
The
Company estimates that the unrecognized tax benefit may change within the next
twelve months depending on the outcome of the pending Internal Revenue Service
Appeals case.
The
Company files its tax returns as prescribed by the tax laws of the jurisdictions
in which it operates. The Company’s 2004 through 2007 tax years
are still subject to examination by the Internal Revenue
Service. Various state and foreign jurisdiction tax years remain open
to examination as well, though the Company believes that the effect of any
additional assessment(s) will be immaterial to its consolidated
financial statements.
8. Income Taxes
(Continued)
The
income tax expense or benefit differed from amounts computed at the statutory
federal income tax rate as follows (in millions):
|
|
Year
Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
Statutory
income tax provision expense/(benefit)
|
|
$ |
(725 |
) |
|
$ |
176 |
|
|
$ |
81 |
|
State
income tax expense/(benefit),
net
of federal tax effect
|
|
|
(49 |
) |
|
|
10 |
|
|
|
15 |
|
Meal
expense
|
|
|
8 |
|
|
|
9 |
|
|
|
7 |
|
Change
in valuation allowance
|
|
|
791 |
|
|
|
(180 |
) |
|
|
(124 |
) |
Other,
net
|
|
|
(25 |
) |
|
|
(15 |
) |
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax benefit
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
In
addition to the changes in the valuation allowance from operations described in
the table above, the valuation allowance was also impacted by the changes in the
components of Accumulated other comprehensive income (loss), described in Note
12. The total increase (decrease) in the valuation allowance was
$2,109 million, ($696) million, and ($18) million in 2008, 2007, and 2006,
respectively.
The
Company provides a valuation allowance for deferred tax assets when it is more
likely than not that some portion, or all of its deferred tax assets, will not
be realized. In assessing the realizability of the deferred tax assets,
management considers whether it is more likely than not that some portion, or
all of the deferred tax assets, will be realized. The ultimate realization of
deferred tax assets is dependent upon the generation of future taxable income
(including reversals of deferred tax liabilities) during the periods in which
those temporary differences will become deductible.
The
components of AMR's deferred tax assets and liabilities were (in
millions):
|
|
December
31,
|
|
|
|
2008
|
|
|
2007
|
|
Deferred
tax assets:
|
|
|
|
|
|
|
Postretirement
benefits other than pensions
|
|
$ |
1,168 |
|
|
$ |
1,162 |
|
Rent
expense
|
|
|
437 |
|
|
|
487 |
|
Alternative
minimum tax credit carryforwards
|
|
|
410 |
|
|
|
413 |
|
Operating
loss carryforwards
|
|
|
2,268 |
|
|
|
2,269 |
|
Pensions
|
|
|
1,533 |
|
|
|
405 |
|
Frequent
flyer obligation
|
|
|
338 |
|
|
|
308 |
|
Gains
from lease transactions
|
|
|
98 |
|
|
|
98 |
|
Other
|
|
|
1,056 |
|
|
|
722 |
|
Total
deferred tax assets
|
|
|
7,308 |
|
|
|
5,864 |
|
Valuation
allowance
|
|
|
(2,734 |
) |
|
|
(625 |
) |
Net
deferred tax assets
|
|
|
4,574 |
|
|
|
5,239 |
|
|
|
|
|
|
|
|
|
|
Deferred
tax liabilities:
|
|
|
|
|
|
|
|
|
Accelerated
depreciation and amortization
|
|
|
(4,400 |
) |
|
|
(4,960 |
) |
Other
|
|
|
(174 |
) |
|
|
(279 |
) |
Total
deferred tax liabilities
|
|
|
(4,574 |
) |
|
|
(5,239 |
) |
Net
deferred tax liability
|
|
$ |
- |
|
|
$ |
- |
|
At
December 31, 2008, the Company had available for federal income tax purposes an
alternative minimum tax credit carryforward of approximately $410 million, which
is available for an indefinite period, and federal net operating losses of
approximately $6.6 billion for regular tax purposes, which will expire, if
unused, beginning in 2022. These net operating losses include an
SFAS123(R) unrealized benefit of approximately $649 million related to the
implementation of SFAS 123(R) that will be recorded in equity when
realized. The Company had available for state income tax purposes net
operating losses of $3.9 billion, which expire, if unused, in years 2009 through
2027. The amount that will expire in 2009 is $74 million.
8. Income Taxes
(Continued)
Cash
payments (refunds) for income taxes were ($14) million, $7 million and $1
million for 2008, 2007 and 2006, respectively.
Under
special tax rules (the Section 382 Limitation), cumulative stock ownership
changes among material shareholders exceeding 50 percent during a 3-year period
can potentially limit a company’s future use of net operating losses and tax
credits (NOL’s). The Section 382 limitation may be increased
by certain “built-in gains,” as provided by current IRS guidance. Based on available
information, the Company believes it is not currently subject to the Section 382
Limitation. If triggered under current conditions, the Section 382
limitation is not expected to significantly impact the recorded value of
deferred taxes or timing of utilization of the Company’s
NOL's.
9. Share Based
Compensation
AMR
grants stock compensation under two plans: the 1998 Long Term Incentive Plan and
the 2003 Employee Stock Incentive Plan (the 2003 Plan).
Under the
1998 Long Term Incentive Plan, as amended, officers and key employees of AMR and
its subsidiaries may be granted certain types of stock or performance based
awards. At December 31, 2008, the Company had stock option/settled
stock appreciation right (SSAR) awards, performance share awards, deferred share
awards and other awards outstanding under this plan. The total number
of common shares authorized for distribution under the 1998 Long Term Incentive
Plan is 23,700,000 shares. The 1998 Long Term Incentive Plan, the
successor to the 1988 Long Term Incentive Plan (collectively, the LTIP Plans),
was terminated in 2008.
In 2003,
the Company established the 2003 Plan to provide equity awards to
employees. Under the 2003 Plan, employees may be granted stock
options/SSARs, restricted stock and deferred stock. At December 31, 2008, the
Company had stock options/SSARs and deferred awards outstanding under the 2003
Plan. The total number of shares authorized for distribution under
the 2003 Plan is 42,680,000 shares.
In 2008,
2007 and 2006, the total charge for share-based compensation expense included in
wages, salaries and benefits expense was $53 million, $131 million and $219
million, respectively. In 2008, 2007 and 2006, the amount of cash
used to settle equity instruments granted under share-based compensation plans
was $24 million, $11 million and $29 million, respectively.
Stock
Options/SSARs During 2006, the AMR Board of Directors
approved an amendment covering all of the outstanding stock options previously
granted under the LTIP Plans. The Amendment added to each of the outstanding
options an additional stock settled stock appreciation right (SSAR) in tandem
with each of the then outstanding stock options. The addition of the SSAR did
not impact the fair value of the stock options, but simply allowed the Company
to settle the exercise of the option by issuing the net number of shares equal
to the in-the-money value of the option. This amendment is estimated
to make available enough shares to permit the Company to settle all outstanding
performance and deferred share awards in stock rather than cash.
Options/SSARs
granted under the LTIP Plans and the 2003 Plan are awarded with an exercise
price equal to the fair market value of the stock on date of grant, become
exercisable in equal annual installments over periods ranging from two to five
years and expire no later than ten years from the date of
grant. Expense for the options is recognized on a straight-line
basis. The fair value of each award is estimated on the date of grant
using the modified Black-Scholes option valuation model and the assumptions
noted in the following table. Expected volatilities are based on
implied volatilities from traded options on the Company’s stock, historical
volatility of the Company’s stock, and other factors. The Company
uses historical employee exercise data to estimate the expected term of awards
granted used in the valuation model. The risk-free rate is based on
the U.S. Treasury yield curve in effect at the time of grant. The
dividend yield is assumed to be zero based on the Company’s history and
expectation of not paying dividends.
9. Share Based Compensation
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
Expected
volatility
|
|
53.0%
to 55.9%
|
|
|
49.7%
to 51.6%
|
|
|
52.5% to 55.0%
|
|
Expected
term (in years)
|
|
|
4.0
|
|
|
|
4.
0 |
|
|
|
4.0
|
|
Risk-free
rate
|
|
2.98%
to 3.15%
|
|
|
4.43%
to 5.03%
|
|
|
4.35% to 5.07%
|
|
Annual
forfeiture rate
|
|
|
10.0%
|
|
|
|
10.0% |
|
|
|
10.0%
|
|
A summary
of stock option/SSARs activity under the LTIP Plans and the 2003 Plan as of
December 31, 2008, and changes during the year then ended is presented
below:
|
|
LTIP
Plans
|
|
|
The
2003 Plan
|
|
|
|
Options/SSARs
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Options
|
|
|
Weighted
Average Exercise Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at January 1
|
|
|
11,844,615 |
|
|
$ |
27.76 |
|
|
|
14,276,053 |
|
|
$ |
5.66 |
|
Granted
|
|
|
2,722,740 |
|
|
|
8.23 |
|
|
|
- |
|
|
|
- |
|
Exercised
|
|
|
(500 |
) |
|
|
4.25 |
|
|
|
(347,057 |
) |
|
|
5.25 |
|
Forfeited
or Expired
|
|
|
(760,907 |
) |
|
|
28.26 |
|
|
|
(119,004 |
) |
|
|
6.83 |
|
Outstanding at December 31
|
|
|
13,805,948 |
|
|
|
23.88 |
|
|
|
13,809,992 |
|
|
|
5.66 |
|
Exercisable
at December 31
|
|
|
9,714,226 |
|
|
|
28.48 |
|
|
|
13,491,727 |
|
|
|
5.52 |
|
Weighted
Average Remaining Contractual Term of Options Outstanding (in
years)
|
|
|
4.3 |
|
|
|
|
|
|
|
4.4 |
|
|
|
|
|
Aggregate
Intrinsic Value of Options Outstanding
|
|
$ |
7,605,694 |
|
|
|
|
|
|
$ |
70,509,340 |
|
|
|
|
|
The
aggregate intrinsic value of all vested options/SSARs is $71 million and those
options have an average remaining contractual life of 3.6 years. The
weighted-average grant date fair value of options/SSARs granted during 2008,
2007 and 2006 was $3.78, $12.63 and $10.93, respectively. The total
intrinsic value of options/SSARs exercised during 2008, 2007 and 2006 was $2
million, $193 million and $350 million, respectively.
A summary
of the status of the Company’s non-vested options/SSARs under all plans as of
December 31, 2008, and changes during the year ended December 31, 2008, is
presented below:
|
|
|
|
|
Weighted
|
|
|
|
Options/SSARs
|
|
|
Average
Grant Date Fair Value
|
|
Outstanding
at January 1
|
|
|
2,965,521 |
|
|
$ |
8.07 |
|
Granted
|
|
|
2,722,740 |
|
|
|
3.78 |
|
Vested
|
|
|
(1,260,844 |
) |
|
|
6.55 |
|
Forfeited
|
|
|
(17,430 |
) |
|
|
4.78 |
|
Outstanding
at December 31
|
|
|
4,409,987 |
|
|
|
5.87 |
|
9. Share Based Compensation
(Continued)
As of
December 31, 2008, there was $15 million of total unrecognized compensation cost
related to non-vested stock options/SSARs granted under the LTIP Plans and the
2003 Plan that is expected to be recognized over a weighted-average period of
3.3 years. The total fair value of stock options/SSARs vested during
the years ended December 31, 2008, 2007 and 2006, was $9 million, $9 million and
$25 million, respectively.
Cash
received by the Company from exercise of stock options for the years ended
December 31, 2008, 2007 and 2006, was $1 million, $90 million and $230 million,
respectively. No tax benefit was realized as a result of stock
options/SSARs exercised in 2008 due to the tax valuation allowance discussed in
Note 8.
Performance Share
Awards During 2006 and 2007, the AMR Board of Directors
approved the amendment and restatement of all of the outstanding performance
share plans, the related performance share agreements and deferred share
agreements that required settlement in cash (collectively, the Amended
Plans). The plans were amended to permit settlement in a combination
of cash and/or stock; however, the amendments did not impact the fair value of
the awards under the Amended Plans. As a result of these actions, any
amounts accrued as liabilities at the time of conversion or at the time it
became probable that sufficient shares would be available to settle the Amended
Plans were reclassified from accrued liabilities to Additional paid-in
capital. Accordingly, these awards are now accounted for as market
condition awards in accordance with SFAS 123(R).
Performance
share awards are granted under the LTIP Plans, generally vest pursuant to a
three year measurement period and are settled on the vesting
date. The number of awards ultimately issued under performance share
awards is contingent on AMR’s relative stock price performance compared to
certain of its competitors over a three year period and can range from zero to
175 percent of the awards granted. The fair value of performance
awards is calculated by multiplying the stock price on the date of grant by the
expected payout percentage and the number of shares granted.
Activity
during 2008 for performance awards accounted for as equity awards
was:
|
|
Awards
|
|
Weighted Average Remaining
Contractual Term
|
|
Aggregate
Intrinsic Value
|
|
|
|
|
|
|
|
Outstanding
at January 1
|
|
|
5,400,441 |
|
|
|
|
Reclassified
to liability awards
|
|
|
(97,215 |
) |
|
|
|
Granted
|
|
|
2,850,240 |
|
|
|
|
Settled
|
|
|
(2,330,852 |
) |
|
|
|
Forfeited
or Expired
|
|
|
(56,361 |
) |
|
|
|
Outstanding at December 31
|
|
|
5,766,253 |
|
1.5
|
|
$ 61,360,092
|
The
aggregate intrinsic value represents the Company’s current estimate of the
number of shares (5,750,712 shares at December 31, 2008) that will ultimately be
distributed for outstanding awards computed using the market value of the
Company’s common stock at December 31, 2008. The weighted-average
grant date fair value per share of performance share awards granted during 2008,
2007, and 2006 was $8.20, $28.52 and $25.01, respectively. The total
fair value of equity awards settled during the year ended December 31, 2008 was
$14 million. As of December 31, 2008, there was $38 million of total
unrecognized compensation cost related to performance share awards that is
expected to be recognized over a period of 1.6 years.
Deferred
Awards The distribution of deferred share awards granted
under the LTIP Plans is based solely on a requisite service period (generally 36
months). Career equity awards granted to certain employees of the
Company vest upon the retirement of those individuals. The fair value
of each deferred award is based on AMR’s stock price on the measurement
date.
9. Share Based Compensation
(Continued)
Activity
during 2008 for deferred awards accounted for as equity awards was:
|
|
Shares
|
|
Weighted
Average Remaining
Contractual Term
|
|
Aggregate
Intrinsic Value
|
|
|
|
|
|
|
|
Outstanding
at January 1
|
|
|
3,668,797 |
|
|
|
|
Granted
|
|
|
1,009,278 |
|
|
|
|
Settled
|
|
|
(565,235 |
) |
|
|
|
Forfeited
or Expired
|
|
|
(64,962 |
) |
|
|
|
Outstanding at December 31
|
|
|
4,047,878 |
|
3.9
|
|
$ 43,190,858
|
The
weighted-average grant date fair value per share of deferred awards granted
during 2008, 2007 and 2006 was $8.23, $28.54 and $25.12,
respectively. The total fair value of awards settled during the years
ended December 31, 2008, 2007 and 2006 was $6 million, $24 million and $4
million, respectively. As of December 31, 2008, there was $25 million
of total unrecognized compensation cost related to deferred awards that is
expected to be recognized over a weighted average period of 3.4
years.
Other
Awards As of December 31, 2008, certain performance
share agreements and deferred share award agreements were accounted for as a
liability, or as equity, as appropriate, in the consolidated balance sheet as
the plans only permit settlement in cash or the awards required that the
employee meet certain performance conditions which were not subject to market
measurement. As a result, SFAS 123(R) required awards under these
agreements to be marked to current market value. As of December 31,
2008, the aggregate intrinsic value of these awards was $7 million and the
weighted average remaining contractual term of these awards was 2.2
years. The total fair value of awards settled during the years ended
December 31, 2008, 2007 and 2006 was $24 million, $11 million, and $29 million
respectively. As of December 31, 2008, there was $3 million of total
unrecognized compensation cost related to other awards that is expected to be
recognized over a weighted average period of 4.4 years.
10. Retirement
Benefits
All
employees of the Company may participate in pension plans if they meet the
plans’ eligibility requirements. The defined benefit plans provide
benefits for participating employees based on years of service and average
compensation for a specified period of time before retirement. The Company uses
a December 31 measurement date for all of its defined benefit plans. American’s
pilots also participate in a defined contribution plan for which Company
contributions are determined as a percentage (11 percent) of participant
compensation. Certain non-contract employees (including all new
non-contract employees) participate in a defined contribution plan in which the
Company will match the employees’ before-tax contribution on a dollar-for-dollar
basis, up to 5.5 percent of their pensionable pay.
In
addition to pension benefits, retiree medical and other postretirement benefits,
including certain health care and life insurance benefits (which provide
secondary coverage to Medicare), are provided to retired
employees. The amount of health care benefits is limited to lifetime
maximums as outlined in the plan. Substantially all regular employees
of American and employees of certain other subsidiaries may become eligible for
these benefits if they satisfy eligibility requirements during their working
lives.
Certain
employee groups make contributions toward funding a portion of their retiree
health care benefits during their working lives. The Company funds
benefits as incurred and makes contributions to match employee
prefunding.
10. Retirement Benefits
(Continued)
In 2007,
the Fair Treatment for Experienced Pilots Act (H.R. 4343) was signed into law,
raising the mandatory retirement age for commercial pilots from 60 to
65. Previously, the FAA required commercial pilots to retire once
they reached age 60. As a result, the Company has estimated the
average retirement age for the pilot workgroup to be 63, based on the
approximate retirement age of the Company’s other work groups, which did not
have the same mandatory retirement age. This change in the estimate
of pilot retirement age caused a decrease to the pension and other
postretirement liability of approximately $543 million at December 31,
2007.
The
following table provides a reconciliation of the changes in the pension and
retiree medical and other benefit obligations and fair value of assets for the
years ended December 31, 2008 and 2007, and a statement of funded status as of
December 31, 2008 and 2007 (in millions):
|
|
Pension
Benefits
|
|
|
Retiree
Medical and Other Benefits
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Reconciliation of benefit
obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligation
at January 1
|
|
$ |
10,451 |
|
|
$ |
11,048 |
|
|
$ |
2,672 |
|
|
$ |
3,256 |
|
Service
cost
|
|
|
324 |
|
|
|
370 |
|
|
|
54 |
|
|
|
71 |
|
Interest
cost
|
|
|
684 |
|
|
|
672 |
|
|
|
172 |
|
|
|
194 |
|
Actuarial
(gain) loss
|
|
|
254 |
|
|
|
(1,021 |
) |
|
|
22 |
|
|
|
(693 |
) |
Plan
amendments
|
|
|
(14 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Benefit
payments
|
|
|
(815 |
) |
|
|
(618 |
) |
|
|
(141 |
) |
|
|
(156 |
) |
Obligation
at December 31
|
|
$ |
10,884 |
|
|
$ |
10,451 |
|
|
$ |
2,779 |
|
|
$ |
2,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of fair value of plan
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
value of plan assets at January 1
|
|
$ |
9,099 |
|
|
$ |
8,565 |
|
|
$ |
224 |
|
|
$ |
202 |
|
Actual
return on plan assets
|
|
|
(1,659 |
) |
|
|
766 |
|
|
|
(75 |
) |
|
|
9 |
|
Employer
contributions
|
|
|
89 |
|
|
|
386 |
|
|
|
153 |
|
|
|
168 |
|
Benefit
payments
|
|
|
(815 |
) |
|
|
(618 |
) |
|
|
(141 |
) |
|
|
(155 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
value of plan assets at December 31
|
|
$ |
6,714 |
|
|
$ |
9,099 |
|
|
$ |
161 |
|
|
$ |
224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded
status at December 31
|
|
$ |
(4,170 |
) |
|
$ |
(1,352 |
) |
|
$ |
(2,618 |
) |
|
$ |
(2,448 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the
consolidated balance sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liability
|
|
$ |
11 |
|
|
$ |
6 |
|
|
$ |
163 |
|
|
$ |
170 |
|
Noncurrent
liability
|
|
|
4,159 |
|
|
|
1,346 |
|
|
|
2,455 |
|
|
|
2,278 |
|
|
|
$ |
4,170 |
|
|
$ |
1,352 |
|
|
$ |
2,618 |
|
|
$ |
2,448 |
|
Amounts recognized in
other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
actuarial loss (gain)
|
|
$ |
2,839 |
|
|
$ |
245 |
|
|
$ |
(458 |
) |
|
$ |
(605 |
) |
Prior
service cost (credit)
|
|
|
108 |
|
|
|
137 |
|
|
|
(53 |
) |
|
|
(65 |
) |
|
|
$ |
2,947 |
|
|
$ |
382 |
|
|
$ |
(511 |
) |
|
$ |
(670 |
) |
For plans with accumulated
benefit
obligations exceeding the fair
value
of plan assets
|
|
Pension
Benefits
|
|
|
Retiree
Medical and Other Benefits
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Projected
benefit obligation (PBO)
|
|
$ |
10,884 |
|
|
$ |
10,451 |
|
|
$ |
- |
|
|
$ |
- |
|
Accumulated
benefit obligation (ABO)
|
|
|
9,656 |
|
|
|
9,486 |
|
|
|
- |
|
|
|
- |
|
Accumulated
postretirement benefit obligation (APBO)
|
|
|
- |
|
|
|
- |
|
|
|
2,779 |
|
|
|
2,672 |
|
Fair
value of plan assets
|
|
|
6,714 |
|
|
|
9,099 |
|
|
|
161 |
|
|
|
224 |
|
ABO
less fair value of plan assets
|
|
|
2,942 |
|
|
|
387 |
|
|
|
- |
|
|
|
- |
|
10. Retirement Benefits
(Continued)
At
December 31, 2008 and 2007, pension benefit plan assets of $460 million and $127
million, respectively, and retiree medical and other benefit plan assets of $158
million and $220 million, respectively, were invested in shares of certain
mutual funds.
The
following tables provide the components of net periodic benefit cost for the
years ended December 31, 2008, 2007 and 2006 (in millions):
|
|
Pension
Benefits
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Components of net periodic benefit
cost
|
|
|
|
|
|
|
|
|
|
Defined
benefit plans:
|
|
|
|
|
|
|
|
|
|
Service
cost
|
|
$ |
324 |
|
|
$ |
370 |
|
|
$ |
399 |
|
Interest
cost
|
|
|
684 |
|
|
|
672 |
|
|
|
641 |
|
Expected
return on assets
|
|
|
(789 |
) |
|
|
(747 |
) |
|
|
(669 |
) |
Amortization
of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Transition
asset
|
|
|
- |
|
|
|
- |
|
|
|
(1 |
) |
Prior
service cost
|
|
|
16 |
|
|
|
16 |
|
|
|
16 |
|
Settlement
|
|
|
103 |
|
|
|
- |
|
|
|
- |
|
Unrecognized
net loss
|
|
|
3 |
|
|
|
25 |
|
|
|
81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
periodic benefit cost for defined benefit plans
|
|
|
341 |
|
|
|
336 |
|
|
|
467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined
contribution plans
|
|
|
170 |
|
|
|
166 |
|
|
|
164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
511 |
|
|
$ |
502 |
|
|
$ |
631 |
|
|
|
Retiree
Medical and Other Benefits
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
Components of net periodic benefit
cost
|
|
|
|
|
|
|
|
|
|
Service
cost
|
|
$ |
54 |
|
|
$ |
70 |
|
|
$ |
78 |
|
Interest
cost
|
|
|
172 |
|
|
|
194 |
|
|
|
194 |
|
Expected
return on assets
|
|
|
(20 |
) |
|
|
(18 |
) |
|
|
(15 |
) |
Amortization
of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior
service cost
|
|
|
(13 |
) |
|
|
(13 |
) |
|
|
(10 |
) |
Unrecognized
net loss (gain)
|
|
|
(22 |
) |
|
|
(7 |
) |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
periodic benefit cost
|
|
$ |
171 |
|
|
$ |
226 |
|
|
$ |
248 |
|
The
estimated net loss and prior service cost for the defined benefit pension plans
that will be amortized from Accumulated other comprehensive income into net
periodic benefit cost over the next fiscal year are $145 million and $8 million,
respectively. The estimated net gain and prior service credit for the
retiree medical and other postretirement plans that will be amortized from
Accumulated other comprehensive income into net periodic benefit cost over the
next fiscal year are $14 million and $8 million, respectively.
|
|
Pension
Benefits
|
|
|
Retiree
Medical and Other Benefits
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average assumptions used to determine
benefit obligations as of December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount
rate
|
|
|
6.50 |
% |
|
|
6.50 |
% |
|
|
6.50 |
% |
|
|
6.50 |
% |
Salary
scale (ultimate)
|
|
|
3.78 |
|
|
|
3.78 |
|
|
|
- |
|
|
|
- |
|
10. Retirement Benefits
(Continued)
|
|
Pension
Benefits
|
|
|
Retiree
Medical and Other Benefits
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average assumptions used to determine net
periodic benefit cost for the years ended December
31
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount
rate
|
|
|
6.50 |
% |
|
|
6.00 |
% |
|
|
6.00 |
% |
|
|
6.00 |
% |
Salary
scale (ultimate)
|
|
|
3.78 |
|
|
|
3.78 |
|
|
|
- |
|
|
|
- |
|
Expected
return on plan assets
|
|
|
8.75 |
|
|
|
8.75 |
|
|
|
8.75 |
|
|
|
8.75 |
|
As of
December 31, 2008, the Company’s estimate of the long-term rate of return on
plan assets was 8.75 percent based on the target asset
allocation. Expected returns on longer duration bonds are based on
yields to maturity of the bonds held at year-end. Expected returns on
other assets are based on a combination of long-term historical returns, actual
returns on plan assets achieved over the last ten years, current and expected
market conditions, and expected value to be generated through active management,
currency overlay and securities lending programs. The Company’s
annualized ten-year rate of return on plan assets as of December 31, 2008, was
approximately 6.81 percent.
The
Company’s pension plan weighted-average asset allocations at December 31, by
asset category, are as follows:
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Long
duration bonds
|
|
|
48 |
% |
|
|
41 |
% |
U.S.
stocks
|
|
|
22 |
|
|
|
26 |
|
International
stocks
|
|
|
15 |
|
|
|
21 |
|
Emerging
markets stocks and bonds
|
|
|
4 |
|
|
|
5 |
|
Alternative
(private) investments
|
|
|
11 |
|
|
|
7 |
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
The
Company’s target asset allocation is 35 percent longer duration corporate and
U.S. government/agency bonds, 25 percent U.S. value stocks, 20 percent developed
international stocks, five percent emerging markets stocks and bonds, and 15
percent alternative (private) investments. Each asset class is actively managed
and, historically, the plans’ assets have produced returns, net of management
fees, in excess of the expected rate of return over the last ten years. Stocks
and emerging market bonds are used to provide diversification and are expected
to generate higher returns over the long-term than longer duration U.S. bonds.
Public stocks are managed using a value investment approach in order to
participate in the returns generated by stocks in the long-term, while reducing
year-over-year volatility. Longer duration U.S. bonds are used to partially
hedge the assets from declines in interest rates. Alternative (private)
investments are used to provide expected returns in excess of the public markets
over the long-term. Additionally, the Company engages currency
overlay managers in an attempt to increase returns by protecting non-U.S. dollar
denominated assets from a rise in the relative value of the U.S.
dollar. The Company also participates in securities lending programs
to generate additional income by loaning plan assets to borrowers on a fully
collateralized basis. These programs are subject to market
risk.
|
|
Pre-65
Individuals
|
|
|
Post-65
Individuals
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumed health care trend rates at December
31
|
|
|
|
|
|
|
|
|
|
|
|
|
Health
care cost trend rate assumed for next year
|
|
|
7.5 |
% |
|
|
7.0 |
% |
|
|
7.5 |
% |
|
|
7.0 |
% |
Rate
to which the cost trend rate is assumed to decline (the ultimate trend
rate)
|
|
|
4.5 |
% |
|
|
4.5 |
% |
|
|
4.5 |
% |
|
|
4.5 |
% |
Year
that the rate reaches the ultimate trend rate
|
|
2015
|
|
|
2010
|
|
|
2015
|
|
|
2010
|
|
10. Retirement Benefits
(Continued)
A one
percentage point change in the assumed health care cost trend rates would have
the following effects (in millions):
|
|
One
Percent Increase
|
|
|
One
Percent Decrease
|
|
|
|
|
|
|
|
|
Impact
on 2008 service and interest cost
|
|
|
20 |
|
|
|
(20 |
) |
Impact
on postretirement benefit obligation
as
of December 31, 2008
|
|
|
224 |
|
|
|
(219 |
) |
|
|
|
|
|
|
|
|
|
The
Company has no required 2009 contributions to its defined benefit pension plans
under the provisions of the Pension Funding Equity Act of 2004 and the Pension
Protection Act of 2006. The Company’s estimates of its defined
benefit pension plan contributions reflect the current provisions of the Pension
Funding Equity Act of 2004 and the Pension Protection Act of
2006. The Company expects to contribute approximately $13 million to
its retiree medical and other benefit plan in 2009.
The
following benefit payments, which reflect expected future service as
appropriate, are expected to be paid:
|
|
|
|
|
|
Retiree
Medical
|
|
|
|
|
Pension
|
|
|
and
Other
|
|
2009
|
|
|
$ |
514 |
|
|
$ |
163 |
|
2010
|
|
|
|
565 |
|
|
|
168 |
|
2011
|
|
|
|
587 |
|
|
|
176 |
|
2012
|
|
|
|
617 |
|
|
|
175 |
|
2013
|
|
|
|
728 |
|
|
|
181 |
|
2014
- 2018 |
|
|
|
|
4,372 |
|
|
|
1,007 |
|
|
|
|
|
|
|
|
|
|
|
|
During
2008, AMR recorded a settlement charge totaling $103 million related to lump sum
distributions from the Company’s defined benefit pension plans to pilots who
retired. Statement of Financial Accounting Standards No. 88,
"Employers’ Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans and for Termination Benefits" ("SFAS 88"), requires the use of
settlement accounting if, for a given year, the cost of all settlements exceeds,
or is expected to exceed, the sum of the service cost and interest cost
components of net periodic pension expense for a plan. Under settlement
accounting, unrecognized plan gains or losses must be recognized immediately in
proportion to the percentage reduction of the plan's projected benefit
obligation.
11. Intangible
Assets
In April
2007, the United States and the EU approved an “open skies” air services
agreement that provides airlines from the United States and EU member states
open access to each other’s markets, with freedom of pricing and unlimited
rights to fly beyond the United States and any airport in the EU including
London’s Heathrow Airport. The provisions of the agreement were
effective on March 30, 2008. Under the agreement, every U.S. and EU
airline is authorized to operate between airports in the United States and
Heathrow. Notwithstanding the open skies agreement, Heathrow is a
slot-controlled airport. Only three airlines besides American were
previously allowed to provide that Heathrow service. The Company has
recorded route acquisition costs (including international routes and slots) of
$828 million and $846 million as of December 31, 2008 and 2007, respectively,
including a significant amount related to operations at Heathrow. The
Company considers these assets indefinite life assets under Statement of
Financial Accounting Standards No. 142 “Goodwill and Other Intangibles” and as a
result, they are not amortized but instead are tested for impairment annually or
more frequently if events or changes in circumstances indicate that the asset
might be impaired. The Company has completed an impairment analysis
and has concluded that no impairment exists.
The
following tables provide information relating to the Company’s amortized
intangible assets as of December 31 (in millions):
|
|
2008
|
|
|
|
Cost
|
|
|
Accumulated
Amortization
|
|
|
Net
Book Value
|
|
Amortized
intangible assets:
|
|
|
|
|
|
|
|
|
|
Airport
operating rights
|
|
$ |
515 |
|
|
$ |
302 |
|
|
$ |
213 |
|
Gate
lease rights
|
|
|
182 |
|
|
|
114 |
|
|
|
68 |
|
Total
|
|
$ |
697 |
|
|
$ |
416 |
|
|
$ |
281 |
|
|
|
2007
|
|
|
|
Cost
|
|
|
Accumulated
Amortization
|
|
|
Net
Book Value
|
|
Amortized
intangible assets:
|
|
|
|
|
|
|
|
|
|
Airport
operating rights
|
|
$ |
517 |
|
|
$ |
282 |
|
|
$ |
235 |
|
Gate
lease rights
|
|
|
182 |
|
|
|
107 |
|
|
|
75 |
|
Total
|
|
$ |
699 |
|
|
$ |
389 |
|
|
$ |
310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Airport
operating and gate lease rights are being amortized on a straight-line basis
over 25 years to a zero residual value. The Company recorded
amortization expense related to these intangible assets of approximately $28
million for each of the years ended December 31, 2008, 2007 and 2006,
respectively. The Company expects to record annual amortization expense of
approximately $27 million in each of the next five years related to these
intangible assets.
12. Accumulated Other
Comprehensive Income (Loss)
The
components of Accumulated other comprehensive income (loss) are as follows (in
millions):
|
|
Pension
and Retiree Medical Liability
|
|
|
Unrealized
Gain/(Loss) on Investments
|
|
|
Derivative
Financial Instruments
|
|
|
Income
Tax
Benefit
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at January 1, 2006
|
|
$ |
(1,206 |
) |
|
$ |
3 |
|
|
$ |
79 |
|
|
$ |
145 |
|
|
$ |
(979 |
) |
Current
year net change
|
|
|
748 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
748 |
|
Reclassification
of derivative financial instruments into earnings
|
|
|
- |
|
|
|
- |
|
|
|
(88 |
) |
|
|
- |
|
|
|
(88 |
) |
Change
in fair value of derivative financial instruments
|
|
|
- |
|
|
|
- |
|
|
|
26 |
|
|
|
- |
|
|
|
26 |
|
Adjustment
resulting from adoption of SFAS 158
|
|
|
(998 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(998 |
) |
Balance
at December 31, 2006
|
|
$ |
(1,456 |
) |
|
$ |
3 |
|
|
$ |
17 |
|
|
$ |
145 |
|
|
$ |
(1,291 |
) |
Current
year change
|
|
|
1,723 |
|
|
|
(6 |
) |
|
|
- |
|
|
|
- |
|
|
|
1,717 |
|
Amortization
of actuarial loss and prior service cost
|
|
|
21 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
21 |
|
Reclassification
of derivative financial instruments into earnings
|
|
|
- |
|
|
|
- |
|
|
|
(158 |
) |
|
|
- |
|
|
|
(158 |
) |
Change
in fair value of derivative
financial instruments
|
|
|
- |
|
|
|
- |
|
|
|
381 |
|
|
|
- |
|
|
|
381 |
|
Balance
at December 31, 2007
|
|
$ |
288 |
|
|
$ |
(3 |
) |
|
$ |
240 |
|
|
$ |
145 |
|
|
$ |
670 |
|
Current
year change
|
|
|
(2,707 |
) |
|
|
(7 |
) |
|
|
- |
|
|
|
- |
|
|
|
(2,714 |
) |
Amortization
of actuarial loss and prior service cost
|
|
|
(17 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(17 |
) |
Reclassification
of derivative financial instruments into earnings
|
|
|
- |
|
|
|
- |
|
|
|
(378 |
) |
|
|
- |
|
|
|
(378 |
) |
Change
in fair value of derivative
financial instruments
|
|
|
- |
|
|
|
- |
|
|
|
(738 |
) |
|
|
- |
|
|
|
(738 |
) |
Balance
at December 31, 2008
|
|
$ |
(2,436 |
) |
|
$ |
(10 |
) |
|
$ |
(876 |
) |
|
$ |
145 |
|
|
$ |
(3,177 |
) |
As of
December 31, 2008, the Company estimates that during the next twelve months it
will reclassify from Accumulated other comprehensive loss into earnings
approximately $711 million in net losses (based on prices as of December 31,
2008) related to its fuel derivative hedges, including losses from terminated
contracts with a bankrupt counterparty and unwound trades as described in Note 7
“Financial Instruments and Risk Management”
13. Earnings (Loss) Per
Share
The
following table sets forth the computation of basic and diluted earnings (loss)
per share (in millions, except per share amounts):
|
|
Year
Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
Net
earnings (loss) – numerator for basic earnings (loss) per
share
|
|
$ |
(2,071 |
) |
|
$ |
504 |
|
|
$ |
231 |
|
Interest on senior convertible notes
|
|
|
- |
|
|
|
27 |
|
|
|
27 |
|
Net
earnings (loss) adjusted for interest on senior convertible notes –
numerator for diluted earnings per share
|
|
$ |
(2,071 |
) |
|
$ |
531 |
|
|
$ |
258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator
for basic earnings (loss) per share – weighted average
shares
|
|
|
259 |
|
|
|
245 |
|
|
|
205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior convertible notes
|
|
|
- |
|
|
|
32 |
|
|
|
32 |
|
Employee options and shares
|
|
|
- |
|
|
|
34 |
|
|
|
44 |
|
Assumed treasury shares purchased
|
|
|
- |
|
|
|
(12 |
) |
|
|
(17 |
) |
Diluted potential common shares
|
|
|
- |
|
|
|
54 |
|
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings loss per share – weighted-average
shares
|
|
|
259 |
|
|
|
299 |
|
|
|
264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share
|
|
$ |
(7.98 |
) |
|
$ |
2.06 |
|
|
$ |
1.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share
|
|
$ |
(7.98 |
) |
|
$ |
1.78 |
|
|
$ |
0.98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the
year ended December 31, 2008 and 2007, approximately 13 million and 7 million
shares related to employee stock options were not added to the denominator
because the options’ exercise prices were greater than the average market price
of the common shares. Approximately 36 million shares related to the
Company’s convertible notes, employee stock options and deferred stock were not
added to the denominator for the year ended December 31, 2008 because inclusion
of such shares would be antidilutive.
14. Segment
Reporting
The
Company's operations of American and AMR Eagle are treated as an integrated
route network and the route scheduling system maximizes the operating results of
the Company. The Company's chief operating decision maker makes
resource allocation decisions to maximize the Company's consolidated financial
results. Based on the way the Company treats the network and the
manner in which resource allocation decisions are made, the Company has only one
operating segment for financial reporting purposes consisting of the operations
of American and AMR Eagle.
American,
AMR Eagle and the AmericanConnection® airlines serve 250 cities in 40 countries
with, on average, more than 3,400 daily flights. The combined network fleet
numbers approximately 900 aircraft. American is also one of the
largest scheduled air freight carriers in the world, providing a wide range of
freight and mail services to shippers throughout its system onboard American’s
passenger fleet. AMR Eagle owns two regional airlines, which do
business as "American Eagle” - American Eagle Airlines, Inc. and Executive
Airlines, Inc. The American Eagle® carriers provide connecting
service from nine of American's high-traffic cities to smaller markets
throughout the United States, Canada, Mexico and the Caribbean.
14. Segment Reporting
(Continued)
Revenues
from other segments are below the quantitative threshold for determining
reportable segments and consist primarily of revenues from American Beacon
Advisors, Inc. (divested in 2008) and Americas Ground Services,
Inc. The difference between the financial information of the
Company’s one reportable segment and the financial information included in the
accompanying consolidated statements of operations and balance sheets as a
result of these entities is not material.
In 2008,
the Company announced that it had reached a definitive agreement with Lighthouse
Holdings, Inc., which is owned by investment funds affiliated with TPG Capital,
L.P. and Pharos Capital Group, LLC for the sale of American Beacon Advisors,
Inc. (American Beacon), its wholly-owned asset management subsidiary. On
September 12, 2008, AMR completed the sale of American Beacon which resulted in
a net gain of $432 million. The gain on the sale is included in
Miscellaneous-net in the accompanying consolidated statement of
operations. While primarily a cash transaction, the Company also
maintained a minority equity stake in American Beacon. As the Company has
significant continuing involvement with American Beacon post-sale, AMR does not
account for the disposal of American Beacon as discontinued
operations.
The
Company’s operating revenues by geographic region (as defined by the Department
of Transportation) are summarized below (in millions):
|
|
Year
Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
DOT
Domestic
|
|
$ |
14,135 |
|
|
$ |
14,179 |
|
|
$ |
14,159 |
|
DOT
Latin America
|
|
|
4,927 |
|
|
|
4,268 |
|
|
|
4,024 |
|
DOT
Atlantic
|
|
|
3,671 |
|
|
|
3,556 |
|
|
|
3,409 |
|
DOT
Pacific
|
|
|
1,033 |
|
|
|
932 |
|
|
|
971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
consolidated revenues
|
|
$ |
23,766 |
|
|
$ |
22,935 |
|
|
$ |
22,563 |
|
The
Company attributes operating revenues by geographic region based upon the origin
and destination of each flight segment. The Company’s tangible assets
consist primarily of flight equipment, which are mobile across geographic
markets and, therefore, have not been allocated.
15. Quarterly Financial Data
(Unaudited)
Unaudited
summarized financial data by quarter for 2008 and 2007 (in millions, except per
share amounts):
|
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
revenues
|
|
$ |
5,697 |
|
|
$ |
6,179 |
|
|
$ |
6,421 |
|
|
$ |
5,469 |
|
Operating
income (loss)
|
|
|
(187 |
) |
|
|
(1,290 |
) |
|
|
(216 |
) |
|
|
(196 |
) |
Net
earnings (loss)
|
|
|
(328 |
) |
|
|
(1,448 |
) |
|
|
45 |
|
|
|
(340 |
) |
Earnings
(loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
(1.32 |
) |
|
|
(5.77 |
) |
|
|
0.17 |
|
|
|
(1.22 |
) |
Diluted
|
|
|
(1.32 |
) |
|
|
(5.77 |
) |
|
|
0.17 |
|
|
|
(1.22 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
revenues
|
|
$ |
5,427 |
|
|
$ |
5,879 |
|
|
$ |
5,946 |
|
|
$ |
5,683 |
|
Operating
income (loss)
|
|
|
248 |
|
|
|
467 |
|
|
|
319 |
|
|
|
(69 |
) |
Net
earnings (loss)
|
|
|
81 |
|
|
|
317 |
|
|
|
175 |
|
|
|
(69 |
) |
Earnings
(loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.35 |
|
|
|
1.28 |
|
|
|
0.70 |
|
|
|
(0.28 |
) |
Diluted
|
|
|
0.30 |
|
|
|
1.08 |
|
|
|
0.61 |
|
|
|
(0.28 |
) |
The third
quarter 2007 results include a charge of $40 million to correct certain vacation
accruals included in Wages, salaries and benefits expense. Of this
amount, $30 million is related to the years 2003 through
2006.
15. Quarterly Financial Data
(Unaudited) (Continued)
The
fourth quarter 2007 results include the impact of several items,
including: a $138 million gain on the sale of AMR’s stake in ARINC
included in Other Income, Miscellaneous – net, a $39 million gain to reflect the
positive impact of the change to an 18-month expiration of AAdvantage miles
included in Passenger revenue, and a $63 million charge associated with the
retirement of 24 MD-80 aircraft and certain other equipment that previously had
been temporarily stored included in Spceial charges.
The
second quarter 2008 results include an impairment charge of $1.1 billion to
write the McDonnell Douglas MD-80 and Embraer RJ-135 fleets and certain related
long-lived assets down to their estimated fair values, and a $55 million accrual
for employee severance costs.
The
Company’s third quarter 2008 results include the sale of American Beacon for
total proceeds of $442 million with a net gain of $432 million and $27 million
of special charges due to continued capacity reduction effects.
The
results of the fourth quarter of 2008 were impacted by a pension settlement
charge of $103 million for one of the Company’s defined benefit
plans.
ITEM
9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM
9A. CONTROLS
AND PROCEDURES
Management’s
Evaluation of Disclosure Controls and Procedures
The term
“disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934, or the Exchange Act. This term refers to
the controls and procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified by the Securities and Exchange Commission. An
evaluation was performed under the supervision and with the participation of the
Company’s management, including the Chief Executive Officer (CEO) and Chief
Financial Officer (CFO), of the effectiveness of the Company’s disclosure
controls and procedures as of December 31, 2008. Based on that
evaluation, the Company’s management, including the CEO and CFO, concluded that
the Company’s disclosure controls and procedures were effective as of December
31, 2008. During the quarter ending on December 31, 2008, there was no change in
the Company’s internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.
Management’s
Report on Internal Control over Financial Reporting
Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934. The Company’s internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.
Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2008 using the criteria set forth in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
Based on this assessment, management believes that, as of December 31,
2008, the Company’s internal control over financial reporting was effective
based on those criteria.
The
effectiveness of internal control over financial reporting as of December 31,
2008, has been audited by Ernst & Young LLP, the independent registered
public accounting firm who also audited the Company’s consolidated financial
statements. Ernst & Young LLP’s attestation report on the effectiveness of
the Company’s internal control over financial reporting appears
below.
/s/ Gerard J.
Arpey
Gerard J.
Arpey
Chairman,
President and Chief Executive Officer
/s/ Thomas W.
Horton
Thomas W.
Horton
Executive
Vice President and Chief Financial Officer
Report
of Independent Registered Public Accounting Firm
The Board
of Directors and Shareholders
AMR
Corporation
We have
audited AMR Corporation’s internal control over financial reporting as of
December 31, 2008, based on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO criteria). AMR Corporation’s management is responsible for
maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting
included in the accompanying “Management’s Report on Internal Control over
Financial Reporting.” Our responsibility is to express an opinion on the
company’s internal control over financial reporting based on our
audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating effectiveness of internal control based
upon the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our
opinion, AMR Corporation maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2008, based on the
COSO criteria.
We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets of AMR
Corporation as of December 31, 2008 and 2007 and the related consolidated
statements of operations, stockholders’ equity (deficit) and cash flows for each
of the three years in the period ended December 31, 2008 of AMR Corporation and
related financial statement schedule and our report dated February 18, 2009
expressed an unqualified opinion thereon.
/s/
Ernst & Young LLP
Dallas,
Texas
February
18, 2009
ITEM
10. DIRECTORS
AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated
herein by reference from the Company's definitive proxy statement for the annual
meeting of stockholders on May 20, 2009. Information concerning the
executive officers is included in Part I of this report on page 25 and
information concerning the Company’s code of ethics in included in Part I of
this report on page 10.
ITEM
11. EXECUTIVE
COMPENSATION
Incorporated
herein by reference from the Company's definitive proxy statement for the annual
meeting of stockholders on May 20, 2009.
ITEM
12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Equity Compensation Plan
Information
|
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
|
|
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
|
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in the first
column)
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans approved by security holders
|
|
|
13,805,948 |
|
|
$ |
23.88 |
|
|
|
- |
** |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans not approved by security holders
|
|
|
13,809,992 |
* |
|
$ |
5.66 |
|
|
|
614,228 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
27,615,940 |
|
|
$ |
14.77 |
|
|
|
614,228 |
|
|
*
|
Represents
13,809,992 options granted under the 2003 Employee Stock Incentive Plan
(the ESIP). The ESIP was implemented in accordance with the
rules of the New York Stock
Exchange.
|
|
**
|
Additional
shares may become available for future use as certain employee stock
options are settled as SSARs.
|
See Note
9 to the consolidated financial statements for additional information regarding
the equity compensation plans included above.
The
information required by Item 403 of Regulation S-K is incorporated herein by
reference from the Company's definitive proxy statement for the annual meeting
of stockholders on May 20, 2009.
ITEM
13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated
herein by reference from the Company's definitive proxy statement for the annual
meeting of stockholders on May 20, 2009.
ITEM
14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES
Incorporated
herein by reference from the Company's definitive proxy statement for the annual
meeting of stockholders on May 20, 2009.
ITEM
15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
(a)
|
(1)
|
The
following financial statements and Independent Auditors’ Report are filed
as part of this report:
|
|
|
Page
|
|
|
|
|
|
Report
of Independent Registered Public Accounting Firm
|
|
|
51 |
|
|
|
|
|
|
Consolidated
Statements of Operations for the Years Ended
December 31,
2008, 2007 and 2006
|
|
|
52 |
|
|
|
|
|
|
Consolidated
Balance Sheets at December 31, 2008 and 2007
|
|
|
53-54 |
|
|
|
|
|
|
Consolidated
Statements of Cash Flows for the Years Ended
December 31,
2008, 2007 and 2006
|
|
|
55 |
|
|
|
|
|
|
Consolidated
Statements of Stockholders' Equity (Deficit) for the Years
Ended
December 31,
2008, 2007 and 2006
|
|
|
56 |
|
|
|
|
|
|
Notes
to Consolidated Financial Statements
|
|
|
57-85 |
|
|
(2)
|
The
following financial statement schedule is filed as part of this
report:
|
|
|
Page
|
|
|
|
|
|
Schedule II
Valuation and Qualifying Accounts and Reserves
|
|
|
103 |
|
|
Schedules
not included have been omitted because they are not applicable or because
the required information is included in the consolidated financial
statements or notes thereto.
|
|
(3)
|
Exhibits
required to be filed by Item 601 of Regulation S-K. (Where the amount of
securities authorized to be issued under any of AMR's long-term debt
agreements does not exceed 10 percent of AMR's assets, pursuant to
paragraph (b)(4) of Item 601 of Regulation S-K, in lieu of filing such as
an exhibit, AMR hereby agrees to furnish to the Commission upon request a
copy of any agreement with respect to such long-term debt.) The
exhibits include amendments to the following agreements approved by the
Board of Directors of AMR on November 17, 2008, to be effective as of
January 1, 2005 (unless otherwise specified), which were amended to
ensure compliance with Section 409A of the Internal Revenue Code of 1986,
as amended, and other tax regulations: Trust Agreement Under
Supplemental Executive Retirement Plan $uper $aver Plus Plan, as amended
and restated as of June 1, 2007 (filed as Exhibit 10.129), Trust Agreement
Under Supplemental Retirement Program for Officers of American Airlines,
Inc., as amended and restated as of June 1, 2007 (filed as Exhibit
10.127), Supplemental Employee Retirement Program for Officers of American
Airlines Inc., as amended and restated as of January 1, 2005 (filed as
Exhibit 10.128), First Amendment to AMR Corporation 2004 Directors Unit
Incentive Plan, dated as of January 1, 2005 (filed as Exhibit 10.4, AMR
Corporation 2003 Employee Stock Incentive Plan, as amended as of January
1, 2005 (filed as Exhibit 10.151), AMR Corporation Amended and Restated
Directors Pension Benefits Plan, effective as of January 1, 2005 (filed as
Exhibit 10.149), Amended and Restated Air Transportation Plan for
Non-Employee Directors of AMR Corporation, effective as of January 1, 2005
(filed as Exhibit 10.150), AMR Corporation Procedures for Deferral of
Board Retainers and Fees (an amendment and restatement of the Directors
Stock Equivalent Purchase Plan), as amended and restated as of January 1,
2005 (filed as Exhibit 10.135), AMR Corporation 1998 Long Term Incentive
Plan (filed as Exhibit 10.142), First Amendment to AMR Corporation 1994
Directors Stock Incentive Plan, dated as of January 1, 2005 (filed as
Exhibit 10.152), Form of Amendment to Career Equity Program Deferred Stock
Award Agreement for Employees and Senior Officers, dated as of January 1,
2005 (filed as Exhibit 10.105), Form of Amendment to Career Equity Program
Deferred Stock Award Agreement for Employees and Senior Officers, dated as
of January 1, 2005 (filed as Exhibit 10.106), Form of Amendment Executive
Termination Benefits, dated as of January 1, 2005 (filed as Exhibit
10.124).
|
|
3.1
|
Restated
Certificate of Incorporation of AMR, incorporated by reference to AMR’s
Registration Statement on Form S-4, file number
33-55191.
|
3.2
|
Bylaws
of AMR Corporation, amended and restated as of January 20, 2009,
incorporated by reference to Exhibit 3.2 to AMR’s report on Form 8-K on
January 23, 2009.
|
3.3
|
Amendments
to the AMR Corporation Certificate of Incorporation, incorporated by
reference to AMR’s report on Form 10-Q for the quarterly period ended
September 30, 2003.
|
10.1
|
Compensation
and Benefit Agreement relative to the retirement of Robert L. Crandall,
between AMR and Robert L. Crandall, dated September 18, 1998, incorporated
by reference to Exhibit 10.3 to AMR’s report on Form 10-K for the year
ended December 31, 1998.
|
10.2
|
Description
of informal arrangement relating to deferral of payment of directors'
fees, incorporated by reference to Exhibit 10(c)(11) to American's
Registration Statement No. 2-76709.
|
10.3
|
AMR
Corporation 2004 Directors Unit Incentive Plan, as amended, incorporated
by reference to Exhibit 10.5 to AMR’s report on Form 10-Q for the
quarterly period ended June 30, 2005; the successor to the AMR Corporation
1994 Directors Stock Incentive Plan, as amended, incorporated by reference
to Exhibit 10.9 to AMR’s report on Form 10-K for the year ended December
31, 1996, and the AMR Corporation 1999 Directors’ Stock Appreciation
Rights Plan, incorporated by reference to Exhibit 10.1 to AMR’s report on
Form 10-Q for the quarterly period ended March 31,
1999.
|
10.4
|
First
Amendment to AMR Corporation 2004 Directors Unit Incentive Plan, dated as
of January 1, 2005.
|
10.5
|
Deferred
Compensation Agreement, dated as of December 18, 2001 between AMR and John
W. Bachmann, incorporated by reference to Exhibit 10.5 to AMR’s report on
Form 10-Q for the quarterly period ended June 30, 2002, as filed on July
19, 2002.
|
10.6
|
Deferred
Compensation Agreement, dated as of November 16, 2002 between AMR and John
W. Bachmann, incorporated by reference to Exhibit 10.27 to AMR’s report on
Form 10-K for the year ended December 31,
2002.
|
10.7
|
Deferred
Compensation Agreement, dated as of January 12, 2004 between AMR and John
W. Bachmann, incorporated by reference to Exhibit 10.5 to AMR’s report on
Form 10-K for the year ended December 31,
2003.
|
10.8
|
Deferred
Compensation Agreement, dated as of December 8, 2004 between AMR and John
W. Bachmann, incorporated by reference to Exhibit 10.7 to AMR’s report on
Form 10-K for the year ended December 31,
2004.
|
10.9
|
Deferred
Compensation Agreement, dated as of November 29, 2005 between AMR and John
W. Bachmann, incorporated by reference to Exhibit 10.8 to AMR’s report on
Form 10-K for the year ended December 31,
2005.
|
10.10
|
Deferred
Compensation Agreement, dated as of November 29, 2006 between AMR and John
W. Bachmann, incorporated by reference to Exhibit 10.9 to AMR’s report on
Form 10-K for the year ended December 31,
2006.
|
10.11
|
Deferred
Compensation Agreement, dated as of December 4, 2007 between AMR and John
W. Bachmann, incorporated by reference to Exhibit 10.10 to AMR’s report on
Form 10-K for the year ended December 31,
2007.
|
10.12
|
Deferred
Compensation Agreement, dated as of December 4, 2008 between AMR and John
W. Bachmann.
|
10.13
|
Deferred
Compensation Agreement, dated as of April 30, 2003 between AMR and David
L. Boren, incorporated by reference to Exhibit 10.1 to AMR’s report on
Form 10-Q for the quarterly period ended March 31,
2003.
|
10.14
|
Deferred
Compensation Agreement, dated as of January 12, 2004 between AMR and David
L. Boren, incorporated by reference to Exhibit 10.13 to AMR’s report on
Form 10-K for the year ended December 31,
2003.
|
10.15
|
Deferred
Compensation Agreement, dated as of December 8, 2004 between AMR and David
L. Boren, incorporated by reference to Exhibit 10.17 to AMR’s report on
Form 10-K for the year ended December 31,
2004.
|
10.16
|
Deferred
Compensation Agreement, dated as of November 29, 2005 between AMR and
David L. Boren, incorporated by reference to Exhibit 10.20 to AMR’s report
on Form 10-K for the year ended December 31,
2005.
|
10.17
|
Deferred
Compensation Agreement, dated as of November 29, 2006 between AMR and
David L. Boren, incorporated by reference to Exhibit 10.23 to AMR’s report
on Form 10-K for the year ended December 31,
2006.
|
10.18
|
Deferred
Compensation Agreement, dated as of December 4, 2007 between AMR and David
L. Boren, incorporated by reference to Exhibit 10.16 to AMR’s report on
Form 10-K for the year ended December 31,
2007.
|
10.19
|
Deferred
Compensation Agreement, dated as of December 4, 2008 between AMR and David
L. Boren
|
10.20
|
Deferred
Compensation Agreement, dated as of February 19, 1998, between AMR and
Armando M. Codina, incorporated by reference to Exhibit 10.15 to AMR’s
report on Form 10-K for the year ended December 31,
1997.
|
10.21
|
Deferred
Compensation Agreement, dated as of January 13, 1999, between AMR and
Armando M. Codina, incorporated by reference to Exhibit 10.19 to AMR’s
report on Form 10-K for the year ended December 31,
1998.
|
10.22
|
Deferred
Compensation Agreement, dated as of January 12, 2000, between AMR and
Armando M. Codina, incorporated by reference to Exhibit 10.20 to AMR’s
report on Form 10-K for the year ended December 31,
1999.
|
10.23
|
Deferred
Compensation Agreement, dated as of January 22, 2001, between AMR and
Armando M. Codina, incorporated by reference to Exhibit 10.20 to AMR’s
report on Form 10-K for the year ended December 31,
2000.
|
10.24
|
Deferred
Compensation Agreement, dated as of December 18, 2001 between AMR and
Armando M. Codina, incorporated by reference to Exhibit 10.6 to AMR’s
report on Form 10-Q for the quarterly period ended June 30, 2002, as filed
on July 19, 2002.
|
10.25
|
Deferred
Compensation Agreement, dated as of December 13, 2002 between AMR and
Armando M. Codina, incorporated by reference to Exhibit 10.28 to AMR’s
report on Form 10-K for the year ended December 31,
2002.
|
10.26
|
Deferred
Compensation Agreement, dated as of January 12, 2004 between AMR and
Armando M. Codina, incorporated by reference to Exhibit 10.20 to AMR’s
report on Form 10-K for the year ended December 31,
2003.
|
10.27
|
Deferred
Compensation Agreement, dated as of December 8, 2004 between AMR and
Armando M. Codina, incorporated by reference to Exhibit 10.25 to AMR’s
report on Form 10-K for the year ended December 31,
2004.
|
10.28
|
Deferred
Compensation Agreement, dated as of November 29, 2005 between AMR and
Armando M. Codina, incorporated by reference to Exhibit 10.29 to AMR’s
report on Form 10-K for the year ended December 31,
2005.
|
10.29
|
Deferred
Compensation Agreement, dated as of December 21, 2006 between AMR and
Armando M. Codina, incorporated by reference to Exhibit
10.33 to AMR’s report on Form 10-K for the year ended December
31, 2006.
|
10.30
|
Deferred
Compensation Agreement, dated as of December 21, 2006 between AMR and
Armando M. Codina, incorporated by reference to Exhibit
10.34 to AMR’s report on Form 10-K for the year ended December
31, 2006.
|
10.31
|
Deferred
Compensation Agreement, dated as of December 4, 2007 between AMR and
Armando M. Codina, incorporated by reference to Exhibit
10.28 to AMR’s report on Form 10-K for the year ended December
31, 2007.
|
10.32
|
Deferred
Compensation Agreement, dated as of December 4, 2008 between AMR and
Armando M. Codina.
|
10.33
|
Deferred
Compensation Agreement, dated as of April 30, 2003 between AMR and Ann M.
Korologos, incorporated by reference to Exhibit 10.3 to AMR’s report on
Form 10-Q for the quarterly period ended March 31,
2003.
|
10.34
|
Deferred
Compensation Agreement, dated as of January 12, 2004 between AMR and Ann
M. Korologos, incorporated by reference to Exhibit 10.24 to AMR’s report
on Form 10-K for the year ended December 31,
2003.
|
10.35
|
Deferred
Compensation Agreement, dated as of December 8, 2004 between AMR and Ann
M. Korologos, incorporated by reference to Exhibit 10.31 to AMR’s report
on Form 10-K for the year ended December 31,
2004.
|
10.36
|
Deferred
Compensation Agreement, dated as of November 29, 2005 between AMR and Ann
M. Korologos, incorporated by reference to Exhibit 10.37 to AMR’s report
on Form 10-K for the year ended December 31,
2005.
|
10.37
|
Deferred
Compensation Agreement, dated as of November 29, 2006 between AMR and Ann
M. Korologos incorporated by reference to Exhibit 10.44 to AMR’s report on
Form 10-K for the year ended December 31,
2006.
|
10.38
|
Deferred
Compensation Agreement, dated as of December 4, 2007 between AMR and Ann
M. Korologos, incorporated by reference to Exhibit 10.40 to AMR’s report
on Form 10-K for the year ended December 31,
2007.
|
10.39
|
Deferred
Compensation Agreement, dated as of December 4, 2008 between AMR and Ann
M. Korologos.
|
10.40
|
Deferred
Compensation Agreement, dated as of April 30, 2003 between AMR and Michael
A. Miles, incorporated by reference to Exhibit 10.4 to AMR’s report on
Form 10-Q for the quarterly period ended March 31,
2003.
|
10.41
|
Deferred
Compensation Agreement, dated as of January 12, 2004 between AMR and
Michael A. Miles, incorporated by reference to Exhibit 10.26 to AMR’s
report on Form 10-K for the year ended December 31,
2003.
|
10.42
|
Deferred
Compensation Agreement, dated as of December 8, 2004 between AMR and
Michael A. Miles, incorporated by reference to Exhibit 10.34 to AMR’s
report on Form 10-K for the year ended December 31,
2004.
|
10.43
|
Deferred
Compensation Agreement, dated as of November 29, 2005 between AMR and
Michael A. Miles, incorporated by reference to Exhibit 10.41 to AMR’s
report on Form 10-K for the year ended December 31,
2005.
|
10.44
|
Deferred
Compensation Agreement, dated as of November 29, 2006 between AMR and
Michael A. Miles, incorporated by reference to Exhibit 10.49 to AMR’s
report on Form 10-K for the year ended December 31,
2006.
|
10.45
|
Deferred
Compensation Agreement, dated as of December 4, 2007 between AMR and
Michael A. Miles, incorporated by reference to Exhibit 10.46 to AMR’s
report on Form 10-K for the year ended December 31,
2007
|
10.46
|
Deferred
Compensation Agreement, dated as of December 4, 2008 between AMR and
Michael A. Miles.
|
10.47
|
Deferred
Compensation Agreement, dated as of January 19, 2001, between AMR and
Philip J. Purcell, incorporated by reference to Exhibit 10.26 to AMR’s
report on Form 10-K for the year ended December 31,
2000.
|
10.48
|
Deferred
Compensation Agreement, dated as of December 18, 2001 between AMR and
Philip J. Purcell, incorporated by reference to Exhibit 10.7 to AMR’s
report on Form 10-Q for the quarterly period ended June 30, 2002, as filed
on July 19, 2002.
|
10.49
|
Deferred
Compensation Agreement, dated as of November 15, 2002 between AMR and
Philip J. Purcell, incorporated by reference to Exhibit 10.29 to AMR’s
report on Form 10-K for the year ended December 31,
2002.
|
10.50
|
Deferred
Compensation Agreement, dated as of January 12, 2004 between AMR and
Philip J. Purcell, incorporated by reference to Exhibit 10.30 to AMR’s
report on Form 10-K for the year ended December 31,
2003.
|
10.51
|
Deferred
Compensation Agreement, dated as of December 8, 2004 between AMR and
Philip J. Purcell, incorporated by reference to Exhibit 10.39 to AMR’s
report on Form 10-K for the year ended December 31,
2004.
|
10.52
|
Deferred
Compensation Agreement, dated as of November 29, 2005 between AMR and
Philip J. Purcell, incorporated by reference to Exhibit 10.47 to AMR’s
report on Form 10-K for the year ended December 31,
2005.
|
10.53
|
Deferred
Compensation Agreement, dated as of November 29, 2006 between AMR and
Philip J. Purcell, incorporated by reference to Exhibit 10.56 to AMR’s
report on Form 10-K for the year ended December 31,
2006.
|
10.54
|
Deferred
Compensation Agreement, dated as of December 4, 2007 between AMR and
Philip J. Purcell, incorporated by reference to Exhibit 10.54 to AMR’s
report on Form 10-K for the year ended December 31,
2007.
|
10.55
|
Deferred
Compensation Agreement, dated as of December 4, 2008 between AMR and
Philip J. Purcell.
|
10.56
|
Deferred
Compensation Agreement, dated as of November 29, 2005 between AMR and Ray
M. Robinson, incorporated by reference to Exhibit 10.48 to AMR’s report on
Form 10-K for the year ended December 31,
2005.
|
10.57
|
Deferred
Compensation Agreement, dated as of November 29, 2006 between AMR and Ray
M. Robinson, incorporated by reference to Exhibit 10.58 to AMR’s report on
Form 10-K for the year ended December 31,
2006.
|
10.58
|
Deferred
Compensation Agreement, dated as of December 4, 2007 between AMR and Ray
M. Robinson, incorporated by reference to Exhibit 10.57 to AMR’s report on
Form 10-K for the year ended December 31,
2007.
|
10.59
|
Deferred
Compensation Agreement, dated as of December 4, 2008 between AMR and Ray
M. Robinson.
|
10.60
|
Deferred
Compensation Agreement, dated as of July 16, 1997, between AMR and Judith
Rodin, incorporated by reference to Exhibit 10.22 to AMR’s report on Form
10-K for the year ended December 31,
1997.
|
10.61
|
Deferred
Compensation Agreement, dated as of February 19, 1998, between AMR and
Judith Rodin, incorporated by reference to Exhibit 10.23 to AMR’s report
on Form 10-K for the year ended December 31,
1997.
|
10.62
|
Deferred
Compensation Agreement, dated as of January 7, 1999, between AMR and
Judith Rodin, incorporated by reference to Exhibit 10.30 to AMR’s report
on Form 10-K for the year ended December 31,
1998.
|
10.63
|
Deferred
Compensation Agreement, dated as of January 12, 2000, between AMR and
Judith Rodin, incorporated by reference to Exhibit 10.29 to AMR’s report
on Form 10-K for the year ended December 31,
1999.
|
10.64
|
Deferred
Compensation Agreement, dated as of January 22, 2001, between AMR and
Judith Rodin, incorporated by reference to Exhibit 10.25 to AMR’s report
on Form 10-K for the year ended December 31,
2000.
|
10.65
|
Deferred
Compensation Agreement, dated as of December 18, 2001 between AMR and
Judith Rodin, incorporated by reference to Exhibit 10.4 to AMR’s report on
Form 10-Q for the quarterly period ended June 30, 2002, as filed on July
19, 2002.
|
10.66
|
Deferred
Compensation Agreement, dated as of November 20, 2002 between AMR and
Judith Rodin, incorporated by reference to Exhibit 10.26 to AMR’s report
on Form 10-K for the year ended December 31,
2002.
|
10.67
|
Deferred
Compensation Agreement, dated as of January 12, 2004 between AMR and
Judith Rodin, incorporated by reference to Exhibit 10.42 to AMR’s report
on Form 10-K for the year ended December 31,
2003.
|
10.68
|
Deferred
Compensation Agreement, dated as of December 8, 2004 between AMR and
Judith Rodin, incorporated by reference to Exhibit 10.53 to AMR’s report
on Form 10-K for the year ended December 31,
2004.
|
10.69
|
Deferred
Compensation Agreement, dated as of November 29, 2005 between AMR and
Judith Rodin, incorporated by reference to Exhibit 10.64 to AMR’s report
on Form 10-K for the year ended December 31,
2005.
|
10.70
|
Deferred
Compensation Agreement, dated as of November 29, 2006 between AMR and
Judith Rodin, incorporated by reference to Exhibit 10.69 to AMR’s report
on Form 10-K for the year ended December 31,
2006.
|
10.71
|
Deferred
Compensation Agreement, dated as of December 4, 2007 between AMR and
Judith Rodin, incorporated by reference to Exhibit 10.69 to AMR’s report
on Form 10-K for the year ended December 31,
2007.
|
10.72
|
Deferred
Compensation Agreement, dated as of December 4, 2008 between AMR and
Judith Rodin.
|
10.73
|
Deferred
Compensation Agreement, dated as of December 8, 2004 between AMR and
Matthew K. Rose, incorporated by reference to Exhibit 10.65 to AMR’s
report on Form 10-K for the year ended December 31,
2005.
|
10.74
|
Deferred
Compensation Agreement, dated as of November 29, 2005 between AMR and
Matthew K. Rose, incorporated by reference to Exhibit 10.66 to AMR’s
report on Form 10-K for the year ended December 31,
2005.
|
10.75
|
Deferred
Compensation Agreement, dated as of November 29, 2006 between AMR and
Matthew K. Rose, incorporated by reference to Exhibit 10.72 to AMR’s
report on Form 10-K for the year ended December 31,
2006.
|
10.76
|
Deferred
Compensation Agreement, dated as of December 4, 2007 between AMR and
Matthew K. Rose, incorporated by reference to Exhibit 10.73 to AMR’s
report on Form 10-K for the year ended December 31,
2007.
|
10.77
|
Deferred
Compensation Agreement, dated as of December 4, 2008 between AMR and
Matthew K. Rose.
|
10.78
|
Deferred
Compensation Agreement, dated as of December 18, 2001 between AMR and
Roger T. Staubach, incorporated by reference to Exhibit 10.1 to AMR’s
report on Form 10-Q for the quarterly period ended June 30, 2002, as filed
on July 19, 2002.
|
10.79
|
Deferred
Compensation Agreement, dated as of November 18, 2002 between AMR and
Roger T. Staubach, incorporated by reference to Exhibit 10.23 to AMR’s
report on Form 10-K for the year ended December 31,
2002.
|
10.80
|
Deferred
Compensation Agreement, dated as of January 12, 2004 between AMR and Roger
T. Staubach, incorporated by reference to Exhibit 10.45 to AMR’s report on
Form 10-K for the year ended December 31,
2003.
|
10.81
|
Deferred
Compensation Agreement, dated as of December 8, 2004 between AMR and Roger
T. Staubach, incorporated by reference to Exhibit 10.57 to AMR’s report on
Form 10-K for the year ended December 31,
2004.
|
10.82
|
Deferred
Compensation Agreement, dated as of November 29, 2005 between AMR and
Roger T. Staubach, incorporated by reference to Exhibit 10.71 to AMR’s
report on Form 10-K for the year ended December 31,
2005.
|
10.83
|
Deferred
Compensation Agreement, dated as of November 29, 2006 between AMR and
Roger T. Staubach, incorporated by reference to Exhibit 10.78 to AMR’s
report on Form 10-K for the year ended December 31,
2006.
|
10.84
|
Deferred
Compensation Agreement, dated as of December 4, 2007 between AMR and Roger
T. Staubach, incorporated by reference to Exhibit 10.80 to AMR’s report on
Form 10-K for the year ended December 31,
2007.
|
10.85
|
Deferred
Compensation Agreement, dated as of December 4, 2008 between AMR and Roger
T. Staubach.
|
10.86
|
Deferred
Compensation Agreement, dated as of January 15, 2008 between AMR and Rajat
K. Gupta, incorporated by reference to Exhibit 10.81 to AMR’s report on
Form 10-K for the year ended December 31,
2008.
|
10.87
|
Deferred
Compensation Agreement, dated as of December 4, 2008 between AMR and Rajat
K. Gupta.
|
10.88
|
Deferred
Compensation Agreement, dated as of January 15, 2008 between AMR and
Alberto Ibargüen,
incorporated by reference to Exhibit 10.82 to AMR’s report on Form 10-K
for the year ended December 31, 2008.
|
10.89
|
Deferred
Compensation Agreement, dated as of December 4, 2008 between AMR and
Alberto Ibargüen.
|
10.90
|
Current
form of Stock Option Agreement under the 1998 Long-Term Incentive Plan, as
amended, incorporated by reference to Exhibit 10.64 to AMR’s report on
Form 10-K for the year ended December 31,
2004.
|
10.91
|
Current
form of Stock Option Agreement under the 2003 Employee Stock Incentive
Plan, incorporated by reference to Exhibit 10.49 to AMR’s report on Form
10-K for the year ended December 31,
2003.
|
10.92
|
Current
form of 2003 Stock Option Agreement under the 1998 Long-Term Incentive
Plan, as amended, incorporated by reference to Exhibit 10.1 to AMR’s
report on Form 10-Q for the quarterly period ended September 30,
2003.
|
10.93
|
Current
form of 2004 Stock Option Agreement under the 1998 Long-Term Incentive
Plan, as amended, incorporated by reference to Exhibit 10.64 to AMR’s
report on Form 10-K for the year ended December 31,
2004.
|
10.94
|
Current
form of 2005 Stock Option Agreement under the 1998 Long-Term Incentive
Plan, as amended, incorporated by reference to Exhibit 10.3 to AMR’s
report on Form 10-Q for the quarterly period ended June 30,
2005.
|
10.95
|
Current
form of 2003 Stock Option Agreement under the 2003 Employee Stock
Incentive Plan, incorporated by reference to Exhibit 10.49 to AMR’s report
on Form 10-K for the year ended December 31,
2003.
|
10.96
|
Current
form of 2004 Stock Option Agreement under the 2003 Employee Stock
Incentive Plan, incorporated by reference to Exhibit 10.66 to AMR’s report
on Form 10-K for the year ended December 31,
2004.
|
10.97
|
Current
form of 2005 Stock Option Agreement under the 2003 Employee Stock
Incentive Plan, incorporated by reference to Exhibit 10.4 to AMR’s report
on Form 10-Q for the quarterly period ended June 30,
2005.
|
10.98
|
Current
form of Amendment of Stock Option Agreements under the 1998 Long-Term
Incentive Plan to Add Stock Appreciation Rights, incorporated by reference
to AMR’s report on Form 10-Q for the quarterly period ended September 30,
2006.
|
10.99
|
Current
form of Amendment of Stock Option Agreements under the 1998 Long-Term
Incentive Plan to Add Stock Appreciation Rights, incorporated by reference
to AMR’s report on Form 10-Q for the quarterly period ended September 30,
2006.
|
10.100
|
Career
Performance Shares, Deferred Stock Award Agreement between AMR Corporation
and Gerard J. Arpey dated as of July 25, 2005, incorporated by
reference to Exhibit 10.6 to AMR’s report on Form 10-Q for the quarterly
period ended June 30, 2005.
|
10.101
|
Current
form of Career Equity Program Deferred Stock Award Agreement for Corporate
Officers under the AMR 1998 Long-Term Incentive Plan, incorporated by
reference to Exhibit 10.41 to AMR’s report on Form 10-K for the year ended
December 31, 1998.
|
10.102
|
Current
form of Career Equity Program Deferred Stock Award Agreement for
non-officers under the AMR 1998 Long-Term Incentive Plan, incorporated by
reference to Exhibit 10.42 to AMR’s report on Form 10-K for the year ended
December 31, 1998.
|
10.103
|
Current
form of Career Equity Program Deferred Stock Award Agreement for Senior
Officers under the AMR 1998 Long-Term Incentive Plan, incorporated by
reference to Exhibit 10.42(a) to AMR’s report on Form 10-K for the year
ended December 31, 1998.
|
10.104
|
Current
form of Career Equity Program Deferred Stock Award Agreement for Employees
under the AMR 1998 Long-Term Incentive Plan, incorporated by reference to
Exhibit 10.44 to AMR’s report on Form 10-K for the year ended December 31,
1999.
|
10.105
|
Form
of amendment to Career Equity Program Deferred Stock Award Agreement for
Employees and Senior Officers dated as of January 1,
2005.
|
10.106
|
Form
of amendment to Career Equity Program Deferred Stock Award Agreement for
Employees and Senior Officers dated as of January 1,
2005.
|
10.107
|
Current
form of 2006 Deferred Share Award Agreement (with awards to executive
officers noted), incorporated by reference to Exhibit 10.3 to AMR’s report
on Form 10-Q for the quarterly period ended June 30,
2006.
|
10.108
|
Current
form of 2007 Deferred Share Award Agreement (with awards to executive
officers noted), incorporated by reference to Exhibit 10.3 to AMR’s report
on Form 10-Q for the quarterly period ended June 30,
2007
|
10.109
|
Current
form of 2008 Deferred Share Award Agreement (with awards to executive
officers noted), incorporated by reference to Exhibit 99.2 to AMR’s report
on Form 8-K on May 22, 2008.
|
10.110
|
Current
form of Stock Appreciation Right Agreement under the 1998 Long Term
Incentive Plan, as Amended (with awards to executive officers noted),
incorporated by reference to Exhibit 10.1 to AMR’s report on Form 10-Q for
the quarterly period ended June 30,
2006.
|
10.111
|
Current
form of Stock Appreciation Right Agreement under the 1998 Long Term
Incentive Plan, as Amended (with awards to executive officers noted),
incorporated by reference to Exhibit 10.2 to AMR’s report on Form 10-Q for
the quarterly period ended June 30,
2007.
|
10.112
|
Current
form of Stock Appreciation Right Agreement under the 1998 Long Term
Incentive Plan, as Amended (with awards to executive officers noted),
incorporated by reference to Exhibit 99.1 to AMR’s report on Form 8-K for
on May 22, 2008.
|
10.113
|
Amended
and Restated Executive Termination Benefits Agreement between AMR,
American Airlines and Gerard J. Arpey, dated May 21, 1998, incorporated by
reference to Exhibit 10.61 to AMR’s report on Form 10-K for the year ended
December 31, 1998.
|
10.114
|
Amended
and Restated Executive Termination Benefits Agreement between AMR,
American Airlines and Peter M. Bowler, dated May 21, 1998, incorporated by
reference to Exhibit 10.63 to AMR’s report on Form 10-K for the year ended
December 31, 1998.
|
10.115
|
Amended
and Restated Executive Termination Benefits Agreement between AMR,
American Airlines and Daniel P. Garton, dated May 21, 1998, incorporated
by reference to Exhibit 10.66 to AMR’s report on Form 10-K for the year
ended December 31, 1998.
|
10.116
|
Amended
and Restated Executive Termination Benefits Agreement between AMR,
American Airlines and Monte E. Ford, dated November 15, 2000, incorporated
by reference to Exhibit 10.74 to AMR’s report on Form 10-K for the year
ended December 31, 2000.
|
10.117
|
Amended
and Restated Executive Termination Benefits Agreement between AMR,
American Airlines and Henry C. Joyner, dated January 19, 2000,
incorporated by reference to Exhibit 10.74 to AMR’s report on Form 10-K
for the year ended December 31,
1999.
|
10.118
|
Amended
and Restated Executive Termination Benefits Agreement between AMR,
American Airlines and William K. Ris, Jr., dated October 20, 1999,
incorporated by reference to Exhibit 10.79 to AMR’s report on Form 10-K
for the year ended December 31,
1999.
|
10.119
|
Amended
and Restated Executive Termination Benefits Agreement between AMR,
American Airlines and Gary F. Kennedy dated February 3, 2003, incorporated
by reference to Exhibit 10.55 to AMR’s report on Form 10-K for the year
ended December 31, 2002.
|
10.120
|
Amended
and Restated Executive Termination Benefits Agreement between AMR,
American Airlines and Robert W. Reding dated May 20, 2003, incorporated by
reference to Exhibit 10.71 to AMR’s report on Form 10-K for the year ended
December 31, 2003.
|
10.121
|
Employment
agreement between AMR, American Airlines and William K. Ris, Jr. dated
November 11, 1999, incorporated by reference to Exhibit 10.73 to AMR’s
report on Form 10-K for the year ended December 31,
2003.
|
10.122
|
Employment
agreement between AMR, American Airlines and Robert W. Reding dated May
21, 2003, incorporated by reference to Exhibit 10.94 to AMR’s report on
Form 10-K for the year ended December 31,
2004.
|
10.123
|
Amended
and Restated Executive Termination Benefits Agreement between AMR,
American Airlines and Jeffrey J. Brundage dated April 1, 2004,
incorporated by reference to Exhibit 10.5 to AMR’s report on Form 10-Q for
the quarterly period ended March 31,
2004.
|
10.124
|
Form
of Amendment to Executive Termination Benefits Agreement dated as of
January 1, 2005.
|
10.125
|
Employment
agreement between AMR, American Airlines and Thomas W. Horton dated March
29, 2006, incorporated by reference to Exhibit 10.1 to AMR’s current
report on Form 8-K dated March 31,
2006.
|
10.126
|
Amendment
of employment agreement between AMR, American Airlines and Thomas W.
Horton dated July 15, 2008, incorporated by reference to Exhibit 10.5 to
AMR’s report on Form 10-Q for the quarterly period ended June 30,
2008.
|
10.127
|
Supplemental
Executive Retirement Program for Officers of American Airlines, Inc., as
amended and restated as of January 1,
2005.
|
10.128
|
Trust
Agreement Under Supplemental Retirement Program for Officers of American
Airlines, Inc., as amended and restated as of June 1,
2007.
|
10.129
|
Trust
Agreement Under Supplemental Executive Retirement Program for Officers of
American Airlines, Inc. Participating in the $uper $aver Plus Plan, as amended and
restated as of June 1, 2007.
|
10.130
|
Aircraft
Purchase Agreement by and between American Airlines, Inc. and The Boeing
Company, dated October 31, 1997, incorporated by reference to Exhibit
10.48 to AMR’s report on Form 10-K for the year ended December 31,
1997. Confidential treatment was granted as to a portion of
this document.
|
10.131
|
Letter
Agreement dated November 17, 2004 and Purchase Agreement Supplements dated
January 11, 2005 between the Boeing Company and American Airlines, Inc.,
incorporated by reference to Exhibit 10.99 to AMR’s report on Form 10-K
for the year ended December 31, 2004. Confidential treatment
was granted as to a portion of these
agreements.
|
10.132
|
Letter
Agreement between the Boeing Company and American Airlines, Inc. dated May
5, 2005, incorporated by reference to Exhibit 10.7 to AMR’s report on Form
10-Q for the quarterly period ended June 30, 2005. Confidential
treatment was granted as to a portion of this
agreement.
|
10.133
|
Aircraft
Purchase Agreement by and between AMR Eagle Holding Corporation and
Bombardier Inc., dated January 31, 1998, incorporated by reference to
Exhibit 10.49 to AMR’s report on Form 10-K for the year ended December 31,
1997. Confidential treatment was granted as to a portion of
this agreement.
|
10.134
|
Amended
and Restated Credit Agreement dated March 27, 2006, incorporated by
reference to Exhibit 10 to AMR’s report on Form 10-Q for the quarterly
period ended March 31, 2006.
|
10.135
|
AMR
Corporation Procedures for Deferral of Board Retainers and Fees (an
amendment and restatement of the Directors Stock Equivalent Purchase
Plan), as amended and restated as of January 1,
2005.
|
10.136
|
Current
form of Deferred Share Award Agreement as Amended and Restated March 29,
2006 (with awards to executive officers noted), incorporated by reference
to Exhibit 99.7 to AMR’s current report on Form 8-K dated March 31,
2006.
|
10.137
|
2009
Annual Incentive Plan for American, incorporated by reference to Exhibit
99.1 to AMR’s current report on Form 8-K dated February 3,
2009.
|
10.138
|
Purchase
Agreement No. 3219 between American Airlines, Inc. and The Boeing Company,
dated as of October 15, 2008. Portions of this Exhibit have been omitted
and filed separately with the Securities and Exchange Commission pursuant
to a confidential treatment request under Rule 24b-2 of the Securities and
Exchange Act of 1934, as amended incorporated by reference to Exhibit
10.29 to American Airlines, Inc's report on Form 10-K for the year ended
December 31, 2008.
|
10.139
|
Form
of 2006-2008 Performance Share Agreement (with awards to executive
officers noted) and 2006-2008 Performance Share Plan for Officers and Key
Employees, incorporated by reference to Exhibit 10.4 to AMR’s report on
Form 10-Q for the quarterly period ended June 30,
2006.
|
10.140
|
Form
of 2007-2009 Performance Share Agreement (with awards to executive
officers noted), and 2007-2009 Performance Share Plan for Officers and Key
Employees, incorporated by reference to Exhibit 10.1 to AMR’s report on
Form 10-Q for the quarterly period ended June 30,
2007.
|
10.141
|
Form
of 2008-2010 Performance Share Agreement (with awards to executive
officers noted), and 2008-2010 Performance Share Plan for Officers and Key
Employees, incorporated by reference to Exhibit 99.3 to AMR’s current
report on Form 8-K dated May 22,
2008.
|
10.142
|
AMR
Corporation 1998 Long-Term Incentive Plan, as Amended and Restated as of
January 1, 2005.
|
10.143
|
Amendment
of Stock Option Agreements Under the 1998 Long-Term Incentive Plan to Add
Stock Appreciation Rights, incorporated by reference to Exhibit 10.132 to
AMR’s report on Form 10-K for the year ended December 31,
2006.
|
10.144
|
Purchase
Agreement Supplement by and between American Airlines, Inc. and The Boeing
Company, dated August 17, 2007. Portions of this Exhibit have been omitted
and filed separately with the Securities and Exchange Commission pursuant
to a confidential treatment request under Rule 24b-2 of the Securities and
Exchange Act of 1934, as amended, incorporated by reference to Exhibit
10.133 to AMR’s report on Form 10-K for the year ended December 31,
2007.
|
10.145
|
Purchase
Agreement Supplement by and between American Airlines, Inc. and The Boeing
Company, dated November 20, 2007. Portions of this Exhibit have
been omitted and filed separately with the Securities and Exchange
Commission pursuant to a confidential treatment request under Rule 24b-2
of the Securities and Exchange Act of 1934, as amended, incorporated by
reference to Exhibit 10.134 to AMR’s report on Form 10-K for the year
ended December 31, 2007.
|
10.146
|
Purchase
Agreement Supplement by and between American Airlines, Inc. and The Boeing
Company, dated December 10, 2007. Portions of this Exhibit have
been omitted and filed separately with the Securities and Exchange
Commission pursuant to a confidential treatment request under Rule 24b-2
of the Securities and Exchange Act of 1934, as amended, incorporated by
reference to Exhibit 10.135 to AMR’s report on Form 10-K for the year
ended December 31, 2007.
|
10.147
|
Purchase
Agreement Supplement by and between American Airlines, Inc. and The Boeing
Company, dated January 20, 2008. Portions of this Exhibit have
been omitted and filed separately with the Securities and Exchange
Commission pursuant to a confidential treatment request under Rule 24b-2
of the Securities and Exchange Act of 1934, as amended, incorporated by
reference to Exhibit 10.136 to AMR’s report on Form 10-K for the year
ended December 31, 2007.
|
10.148
|
Purchase
Agreement Supplement by and between American Airlines, Inc. and The Boeing
Company, dated February 11, 2008. Portions of this Exhibit have
been omitted and filed separately with the Securities and Exchange
Commission pursuant to a confidential treatment request under Rule 24b-2
of the Securities and Exchange Act of 1934, as amended, incorporated by
reference to Exhibit 10.137 to AMR’s report on Form 10-K for the year
ended December 31, 2007.
|
10.149
|
AMR
Corporation Amended and Restated Directors Pension Benefits Plan,
effective as of January 1, 2005.
|
10.150
|
Amended
and Restated Air Transportation Plan for Non-Employee Directors of AMR
Corporation, effective as of January 1,
2005.
|
10.151
|
AMR
Corporation 2003 Employee Stock Incentive Plan, as amended as of January
1, 2005.
|
10.152
|
First
Amendment to AMR Corporation 1994 Directors Stock Incentive Plan, dated as
of January 1, 2005.
|
|
12
|
Computation
of ratio of earnings to fixed charges for the years ended December 31,
2008, 2007, 2006, 2005 and 2004.
|
|
21
|
Significant
subsidiaries of the registrant as of December 31,
2008.
|
23
|
Consent
of Independent Registered Public Accounting
Firm.
|
31.1
|
Certification
of Chief Executive Officer pursuant to Rule
13a-14(a).
|
31.2
|
Certification
of Chief Financial Officer pursuant to Rule
13a-14(a).
|
32
|
Certification
pursuant to Rule 13a-14(b) and section 906 of the Sarbanes-Oxley Act of
2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18,
United States Code).
|
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
AMR
CORPORATION
By:
|
/s/ Gerard
J. Arpey
|
|
Gerard
J. Arpey
|
|
Chairman,
President and Chief Executive Officer
|
|
(Principal
Executive Officer)
|
|
|
Date: February
18, 2009
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates noted:
/s/ Gerard
J. Arpey
|
|
/s/ Thomas
W Horton
|
Gerard
J. Arpey
|
|
Thomas
W. Horton
|
Director,
Chairman and Chief Executive Officer
|
|
Executive
Vice President and Chief Financial Officer
|
(Principal
Executive Officer)
|
|
(Principal
Financial and Accounting
Officer)
|
/s/ John
W. Bachmann
|
|
/s/ Michael
A. Miles
|
John
W. Bachmann, Director
|
|
Michael
A. Miles, Director
|
|
|
|
|
|
|
/s/ David
L. Boren
|
|
/s/ Philip
J. Purcell
|
David
L. Boren, Director
|
|
Philip
J. Purcell, Director
|
|
|
|
|
|
|
/s/ Armando
M. Codina
|
|
/s/ Ray
M. Robinson
|
Armando
M. Codina, Director
|
|
Ray
M. Robinson, Director
|
|
|
|
|
|
|
/s/
Rajat K. Gupta
|
|
/s/ Judith
Rodin
|
Rajat
K. Gupta, Director
|
|
Judith
Rodin, Director
|
|
|
|
|
|
|
/s/
Alberto Ibargüen
|
|
/s/ Matthew
K. Rose
|
Alberto
Ibargüen,
Director
|
|
Matthew
K. Rose, Director
|
|
|
|
|
|
|
/s/ Ann
McLaughlin Korologos
|
|
/s/ Roger
T. Staubach
|
Ann
McLaughlin Korologos, Director
|
|
Roger
T. Staubach, Director
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: February
18, 2009
|
|
|
|
|
|
AMR
CORPORATION
Schedule
II - Valuation and Qualifying Accounts and Reserves
(in
millions)
|
Balance
at
beginning
of year
|
Changes
charged to statement of operations accounts
|
Payments
|
Write-offs
(net of recoveries)
|
Sales,
retirements
and
transfers
|
Balance
at
end
of
year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
ended December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
for
obsolescence
of
inventories
|
$
|
424 |
|
|
$ |
101 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
(37 |
) |
|
$ |
488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
for
uncollectible
accounts
|
|
41 |
|
|
|
6 |
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves
for
environmental
remediation
costs
|
|
21 |
|
|
|
2 |
|
|
|
(5 |
) |
|
|
- |
|
|
|
- |
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
for
obsolescence
of
inventories
|
$ |
411 |
|
|
$ |
27 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
(14 |
) |
|
$ |
424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
for
uncollectible
accounts
|
|
45 |
|
|
|
(1 |
) |
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves
for
environmental
remediation
costs
|
|
33 |
|
|
|
- |
|
|
|
(7 |
) |
|
|
(5 |
) |
|
|
- |
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
ended December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
for
obsolescence
of
inventories
|
$ |
410 |
|
|
$ |
24 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
(23 |
) |
|
$ |
411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
for
uncollectible
accounts
|
|
60 |
|
|
|
3 |
|
|
|
- |
|
|
|
(25 |
) |
|
|
7 |
|
|
|
45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves
for
environmental
remediation
costs
|
|
40 |
|
|
|
2 |
|
|
|
(9 |
) |
|
|
- |
|
|
|
- |
|
|
|
33 |
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