<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x]Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Period Ended March 31, 1995.
[ ]Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Transition Period From to
.
Commission file number 1-8400.
AMR Corporation
(Exact name of registrant as specified in its charter)
Delaware 75-1825172
(State or other (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
4333 Amon Carter Blvd.
Fort Worth, Texas 76155
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, (817) 963-1234
including area code
Not Applicable
(Former name, former address and former fiscal year , if changed
since last report)
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 periods that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
Applicable Only to Corporate Issuers
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical
date.
Common Stock, $1 par value - 76,026,866 as of May 8, 1995
<PAGE> 2
INDEX
AMR CORPORATION
PART I: FINANCIAL INFORMATION
Item 1. Financial Information
Consolidated Statement of Operations -- the three months ended
March 31, 1995 and 1994
Condensed Consolidated Balance Sheet -- March 31, 1995 and
December 31, 1994
Condensed Consolidated Statement of Cash Flows -- three months
ended March 31, 1995 and 1994
Notes to Condensed Consolidated Financial Statements -- March
31, 1995
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
<PAGE> 3
PART 1. FINANCIAL INFORMATION
AMR CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited) (In millions, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1995 1994
<S> <C> <C>
Revenues
Airline Group:
Passenger - American Airlines, Inc. $3,143 $3,028
- AMR Eagle, Inc. 155 181
Cargo 158 156
Other 155 139
3,611 3,504
The SABRE Group 406 367
Management Services Group 166 157
Less: Intergroup revenues (213) (220)
Total operating revenues 3,970 3,808
Expenses
Wages, salaries and benefits 1,405 1,365
Aircraft fuel 378 395
Commissions to agents 320 326
Depreciation and amortization 315 320
Other rentals and landing fees 214 211
Aircraft rentals 170 179
Food service 160 162
Maintenance materials and repairs 152 143
Other operating expenses 604 548
Total operating expenses 3,718 3,649
Operating Income 252 159
Other Income (Expense)
Interest income 13 6
Interest expense (181) (152)
Interest capitalized 4 7
Miscellaneous - net (15) (18)
(179) (157)
Earnings Before Income Taxes 73 2
Income tax provision 35 9
Net Earnings (Loss) 38 (7)
Preferred stock dividends 1 16
Earnings (Loss) Applicable to Common Shares $ 37 $ (23)
Earnings (Loss) Per Common Share
(Primary and Fully Diluted) $ 0.48 $ (0.30)
Number of common shares used in
computations 77 76
</TABLE>
The accompanying notes are an integral part of these financial statements.
-1-
<PAGE> 4
AMR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions)
<TABLE>
<CAPTION>
March December
31, 31,
1995 1994
(Unaudit (Note)
ed)
Assets
<S> <C> <C>
Current Assets
Cash $ 61 $ 23
Short-term investments 484 754
Receivables, net 1,483 1,206
Inventories, net 610 678
Other current assets 495 457
Total current assets 3,133 3,118
Equipment and Property
Flight equipment, net 10,148 9,888
Purchase deposits for flight equipment 53 116
10,201 10,004
Other equipment and property, net 2,005 2,016
12,206 12,020
Equipment and Property Under Capital Leases
Flight equipment, net 1,682 1,705
Other equipment and property, net 170 173
1,852 1,878
Route acquisition costs, net 1,025 1,032
Other assets, net 1,453 1,438
$ 19,669 $ 19,486
</TABLE>
Note: The balance sheet at December 31, 1994 has been derived
from the audited financial statements at that date but does not
include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements.
The accompanying notes are an integral part of these financial
statements.
-2-
<PAGE> 5
AMR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions)
<TABLE>
<CAPTION>
<S> <C> <C>
March December
31, 31,
1995 1994
(Unaudited) (Note)
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable $ 900 $ 920
Accrued liabilities 1,830 1,803
Air traffic liability 1,577 1,473
Current maturities of long-term debt 725 590
Current obligations under capital leases 161 128
Total current liabilities 5,193 4,914
Long-term debt, less current maturities 5,417 5,603
Obligations under capital leases, less
current obligations 2,250 2,275
Deferred income taxes 311 279
Other liabilities, deferred gains, deferred
credits and postretirement benefits 3,077 3,035
Stockholders' Equity
Convertible preferred stock 78 78
Common stock 76 76
Additional paid-in capital 2,217 2,212
Minimum pension liability adjustment (199) (199)
Retained earnings 1,249 1,213
3,421 3,380
$ 19,669 $ 19,486
</TABLE>
Note: The balance sheet at December 31, 1994 has been derived
from the audited financial statements at that date but does not
include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements.
The accompanying notes are an integral part of these financial
statements.
-3-
<PAGE> 6
AMR CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1995 1994
<S> <C> <C>
Net Cash Provided by Operating Activities $ 253 $ 202
Cash Flow from Investing Activities:
Capital expenditures (458) (341)
Net decrease (increase) in short-term
investments 270 (146)
Other, net 60 3
Net cash used for investing activities (128) (484)
Cash Flow from Financing Activities:
Proceeds from issuance of long-term debt - 72
Net short-term borrowings with maturities of
90 days or less - 200
Other short-term borrowings - 200
Payments on long-term debt and capital lease
obligations (86) (162)
Payment of preferred stock dividends (1) (16)
Net cash (used for) provided by
financing activities (87) 294
Net increase in cash 38 12
Cash at beginning of period 23 63
Cash at end of period $ 61 $ 75
Cash Payments (Refunds) For:
Interest (net of amounts capitalized) $ 155 $ 144
Income taxes (9) (59)
Financing Activities not Affecting Cash:
Capital lease obligations incurred $ - $ 72
</TABLE>
The accompanying notes are an integral part of these
financial statements.
-4-
<PAGE> 7
AMR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted
accounting principles for complete financial statements. In
the opinion of management, these financial statements contain
all adjustments, consisting of normal recurring accruals,
necessary to present fairly the financial position, results of
operations and cash flows for the periods indicated. For
further information, refer to the consolidated financial
statements and footnotes thereto included in the AMR
Corporation annual report on Form 10-K for the year ended
December 31, 1994.
2.Certain amounts from 1994 have been reclassified to conform
with 1995 presentation. Beginning January 1, 1995, the
results of two AMR units -- TeleService Resources (TSR) and
Data Management Services (DMS) -- are reported in the
Management Services Group and the results of AMR Training and
Consulting Group (AMRTCG) are reported in The SABRE Group.
Previously, the results of TSR and DMS had been included in
The SABRE Group, and the results of AMRTCG had been included
in the Management Services Group.
3.In July 1991, American entered into a five-year agreement
whereby American transfers, on a continuing basis and with
recourse to the receivables, an undivided interest in a
designated pool of receivables. Undivided interests in new
receivables are transferred daily as collections reduce
previously transferred receivables. At December 31, 1994,
receivables are presented net of approximately $112 million of
such transferred receivables. At March 31, 1995, no
receivables were transferred under the terms of the agreement.
4.Accumulated depreciation of owned equipment and property at
March 31, 1995 and December 31, 1994, was $5.6 billion and
$5.5 billion, respectively. Accumulated amortization of
equipment and property under capital leases at March 31, 1995
and December 31, 1994, was $942 million and $898 million,
respectively.
5.In April 1995, American announced an agreement to sell 12 of
its McDonnell Douglas MD-11 aircraft to Federal Express
Corporation (FedEx), with delivery of the aircraft between
1996 and 1999. In addition, American has the option to sell
its remaining seven MD-11 aircraft to FedEx with deliveries
between 2000 and 2002. At the same time the two companies
signed a separate six-year maintenance contract under the
terms of which American will perform work on FedEx's aircraft
fleet.
-5-
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Summary AMR recorded net earnings for the three months ended
March 31, 1995, of $38 million ($37 million after preferred
stock dividends, or $0.48 per common share, both primary and
fully diluted). This compares to a net loss of $7 million ($23
million after preferred stock dividends, or $0.30 per common
share, both primary and fully diluted) for the first quarter of
1994. AMR's operating income improved 58.5 percent or $93
million.
AMR's improved operating results reflect better performance by
each of the Company's three business units - the Airline Group
(formerly the Air Transportation Group), which includes American
Airlines, Inc.'s Passenger and Cargo Divisions and AMR Eagle,
Inc.; The SABRE Group, which includes AMR's information
technology and consulting businesses; and the Management
Services Group, which includes AMR's airline management,
aviation services, and investment service activities.
The following sections provide a discussion of AMR's results by
reporting segment. A description of the businesses in each
reporting segment is included in AMR's Annual Report on Form 10-
K for the year ended December 31, 1994.
AIRLINE GROUP
FINANCIAL HIGHLIGHTS
(Unaudited) (Dollars in millions)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1995 1994
<S> <C> <C>
Revenues
Passenger - American Airlines, Inc. $3,143 $3,028
- AMR Eagle, Inc. 155 181
Cargo 158 156
Other 155 139
3,611 3,504
Expenses
Wages, salaries and benefits 1,240 1,211
Aircraft fuel 378 395
Commission to agents 320 326
Depreciation and amortization 256 264
Other operating expenses 1,309 1,262
Total operating expenses 3,503 3,458
Operating Income 108 46
Other Income (Expense) (161) (147)
Loss Before Income Taxes $ (53) $ (101)
Average number of equivalent employees 89,300 91,600
</TABLE>
-6-
<PAGE> 9
Results of Operations (continued)
<TABLE>
<CAPTION>
OPERATING STATISTICS
Three Months Ended
March 31,
1995 1994
<S> <C> <C>
American Airlines, Inc.
Passenger Division
Revenue passenger miles (millions) 23,834 22,379
Available seat miles (millions) 37,398 36,715
Passenger revenue yield per passenger mile 13.19 13.53
(cents)
Passenger revenue per available seat mile 8.40 8.25
(cents)
Operating expenses per available seat mile 8.52 8.66
(cents)
Passenger load factor 63.7% 61.0%
Breakeven load factor 62.1% 61.8%
Fuel consumption (gallons, in millions) 666 663
Fuel price per gallon (cents) 54.8 57.7
Operating aircraft at period-end 648 664
Cargo Division
Cargo ton miles (millions) 489 443
Revenue yield per ton mile (cents) 31.99 34.75
AMR Eagle, Inc.
Revenue passenger miles (millions) 496 540
Available seat miles (millions) 960 993
Passenger load factor 51.7% 54.4%
Operating aircraft at period-end 267 276
</TABLE>
Operating aircraft at March 31, 1995, included:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Jet Aircraft: Regional Aircraft:
Airbus A300-600R 35 ATR 42 46
Boeing 727-200 81 Super ATR 30
Boeing 757-200 84 Jetstream 32 50
Boeing 767-200 8 Saab 340A 16
Boeing 767-200 Extended Saab 340B 100
Range 22
Boeing 767-300 Extended Shorts 360 25
Range 41
Fokker 100 75 Total 267
McDonnell Douglas DC-10-10 17
McDonnell Douglas DC-10-30 6
McDonnell Douglas MD-11 19
McDonnell Douglas MD-80 260
Total 648
</TABLE>
87.5% of the jet aircraft fleet is Stage III, a classification of
aircraft meeting noise standards as promulgated by the Federal
Aviation Administration.
Average aircraft age is 8 years for jet aircraft and 4 years for
regional aircraft.
-7-
<PAGE> 10
Results of Operations (continued)
The Airline Group's revenues increased $107 million or 3.1
percent. American's passenger revenues increased by 3.8
percent, $115 million. American's yield (the average amount one
passenger pays to fly one mile) of 13.19 cents decreased by 2.5
percent compared to the same period in 1994. Domestic yields
decreased 4.7 percent from first quarter 1994. International
yields increased 3.2 percent over first quarter 1994, due
principally to a 13.0 percent increase in Europe, partially
offset by a 3.7 percent decrease in Latin America.
American's traffic or revenue passenger miles (RPMs) increased
6.5 percent to 23.8 billion miles for the quarter ended March
31, 1995. American's capacity or available seat miles (ASMs)
increased 1.9 percent to 37.4 billion miles in the first quarter
of 1995, primarily as a result of increases in jet stage length
and aircraft productivity. Jet stage length increased 5.0
percent and aircraft productivity, as measured by miles flown
per aircraft per day, increased 8.2 percent compared with first
quarter 1994. Year over year for the first quarter 1995,
American's domestic traffic increased 5.8 percent on capacity
decreases of 0.4 percent and international traffic grew 8.2
percent on capacity increases of 8.0 percent. The change in
international traffic was driven by a 12.8 percent increase in
traffic to Latin America on capacity growth of 10.6 percent, and
a 4.3 percent increase in traffic to Europe on a capacity
increase of 5.8 percent.
Passenger revenues of the AMR Eagle carriers decreased 14.4
percent, $26 million, due principally to a reduction in traffic
of 8.1 percent to 496 million RPMs. The reduction in traffic
was primarily attributable to the Federal Aviation
Administration's temporary restrictions on the operation of ATR
aircraft during first quarter 1995, which contributed to a
decrease in capacity of 3.3 percent to 960 million ASMs.
Other revenues increased 11.5 percent, $16 million, primarily
due to contract maintenance work performed by American for other
airlines.
The Airline Group's operating expenses increased 1.3 percent,
$45 million. Because capacity increased more rapidly than
expenses, American's Passenger Division cost per ASM decreased
by 1.6 percent to 8.52 cents. Wages, salaries and benefits rose 2.4
percent, $29 million, due primarily to salary adjustments for
existing employees, partially offset by a 2.5 percent reduction
in the average number of equivalent employees. Aircraft fuel
expense decreased 4.3 percent, $17 million, due to a 5.0 percent
decrease in American's average price per gallon, partially
offset by an 0.5 percent increase in gallons consumed by
American. Commissions to agents decreased 1.8 percent, $6
million, due principally to a lower percentage of revenue
subject to agent commissions combined with a reduction in
average rates paid to agents. Other operating expenses,
consisting of aircraft rentals, other rentals and landing fees,
food service costs, maintenance costs and other miscellaneous
operating expenses increased 3.7 percent, $47 million, primarily
due to increases in contract maintenance expenses and increases
in landing fee rates at certain locations.
Other Income (Expense) increased 9.5 percent or $14 million.
Interest expense (net of amounts capitalized) increased $36
million due primarily to the issuance of $1.02 billion of
convertible debentures in exchange for 2.04 million preferred
shares in 1994, and the effect of rising interest rates on
floating rate debt and interest rate swap transactions. The
increase in interest expense was partially offset by an increase
in interest income of $18 million attributable to higher average
investment balances and higher average rates.
-8-
<PAGE> 11
Results of Operations (continued)
THE SABRE GROUP
FINANCIAL HIGHLIGHTS
(Dollars in millions)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1995 1994
<S> <C> <C>
Revenues $ 406 $ 367
Expenses
Wages, salaries and benefits 106 100
Depreciation and amortization 45 44
Other operating expenses 137 126
Total operating expenses 288 270
Operating Income 118 97
Other Income (Expense) (9) (4)
Income Before Income Taxes $ 109 $ 93
Average number of equivalent employees 7,300 6,800
</TABLE>
Revenues
Revenues for The SABRE Group increased 10.6 percent, $39 million,
primarily due to increased booking fee volume, which was
positively impacted by international expansion in Europe, Latin
America and India, increased sales of premium priced products and
AMR's services agreement with Canadian Airlines International,
Inc. (CAI), which was signed in April 1994.
Expenses
Wages, salaries and benefits increased 6.0 percent, $6 million,
due primarily to a 7.4 percent increase in the average number of
equivalent employees. Other operating expenses increased 8.7
percent, $11 million, due primarily to costs associated with
international expansion and the CAI agreement.
MANAGEMENT SERVICES GROUP
FINANCIAL HIGHLIGHTS
(Dollars in millions)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1995 1994
<S> <C> <C>
Revenues $ 166 $ 157
Expenses
Wages, salaries and benefits 59 54
Other operating expenses 81 87
Total operating expenses 140 141
Operating Income 26 16
Other Income (Expense) (9) (6)
Income Before Income Taxes $ 17 $ 10
Average number of equivalent employees 12,700 11,800
</TABLE>
-9-
<PAGE> 12
Results of Operations (continued)
Revenues
Revenues for the AMR Management Services Group increased 5.7
percent, or $9 million. Revenues for Airline Management
Services, which was formed in 1994 to manage the Company's
service contracts with other airlines including CAI, contributed
$7 million to the increase.
Expenses
Wages, salaries and benefits increased 9.3 percent, $5 million,
due primarily to a 7.6 percent increase in the average number of
equivalent employees. Other operating expenses decreased 6.9
percent, $6 million, due primarily to a reduction in aircraft
rent attributable to the expiration of operating leases for 18
Jetstream 32 aircraft since March 31, 1994.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities in the three month
period ended March 31, 1995, was $253 million, compared to $202
million in 1994. Capital expenditures for the first quarter of
1995 were $458 million, and included the acquisition of three
Boeing 757-200 and four Boeing 767-300 aircraft by American and
the acquisition of two Super ATR turboprop aircraft by AMR
Leasing. These capital expenditures, as well as the expansion
of certain airport facilities, were financed with internally
generated cash.
-10-
<PAGE> 13
PART II
Item 1. Legal Proceedings
American has been sued in two class action cases that have been
consolidated in the Circuit Court of Cook County, Illinois, in
connection with certain changes made to American's AAdvantage
frequent flyer program in May, 1988. (Wolens, et al v. American
Airlines, Inc., No. 88 CH 7554, and Tucker v. American Airlines,
Inc., No. 89 CH 199.) In both cases, the plaintiffs seek to
represent all persons who joined the AAdvantage program before
May 1988. The complaints allege that, on that date, American
implemented changes that limited the number of seats available to
participants traveling on certain awards and established holiday
blackout dates during which no AAdvantage seats would be
available for certain awards. The plaintiffs allege that these
changes breached American's contracts with AAdvantage members and
were in violation of the Illinois Consumer Fraud and Deceptive
Business Practice Act (Consumer Fraud Act). Plaintiffs seek
money damages of an unspecified sum, punitive damages, costs,
attorneys fees and an injunction preventing the Company from
making any future changes that would reduce the value of
AAdvantage benefits. American moved to dismiss both complaints,
asserting that the claims are preempted by the Federal Aviation
Act and barred by the Commerce Clause of the U.S. Constitution.
The trial court denied American's preemption motions, but
certified its decision for interlocutory appeal. In December
1990, the Illinois Appellate Court held that plaintiffs' claims
for an injunction are preempted by the Federal Aviation Act, but
that plaintiffs' claims for money damages could proceed. On
March 12, 1992, the Illinois Supreme Court affirmed the decision
of the Appellate Court. American sought a writ of certiorari
from the U.S. Supreme Court; and on October 5, 1992, that Court
vacated the decision of the Illinois Supreme Court and remanded
the cases for reconsideration in light of the U.S. Supreme
Court's decision in Morales v. TWA, et al, which interpreted the
preemption provisions of the Federal Aviation Act very broadly.
On December 16, 1993, the Illinois Supreme Court rendered its
decision on remand, holding that plaintiffs' claims seeking an
injunction were preempted, but that identical claims for
compensatory and punitive damages were not preempted. On
February 8, 1994, American filed petition for a writ of
certiorari in the U.S. Supreme Court. The Illinois Supreme Court
granted American's motion to stay the state court proceeding
pending disposition of American's petition in the U.S. Supreme
Court. The matter was argued before the U.S. Supreme Court on
November 1, 1994, and on January 18, 1995, the U.S. Supreme Court
issued its opinion ending a portion of the suit against American.
The U.S. Supreme Court held that a) plaintiffs' claim for
violation of the Illinois Consumer Fraud Act was preempted by
federal law -- entirely ending that part of the case and
eliminating plaintiffs' claim for punitive damages; and b)
certain breach of contract claims would not be preempted by
federal law. The Court did not determine, however, whether the
contract claims asserted by the plaintiffs in Wolens were
preempted, and therefore remanded the case to the state court for
further proceedings. In the event that the plaintiffs' breach of
contract claim is eventually permitted to proceed in the state
court, American intends to vigorously defend the case.
-11-
<PAGE> 14
PART II
Item 6. Exhibits and Reports on Form 8-K
The following exhibits are included herein:
10(ooo) Amendment, dated as April 18, 1995 to Employment
Agreement among AMR, American Airlines and Robert L.
Crandall.
11 Statement re: computation of earnings per share
The Company did not file any reports on Form 8-K during the
three months ended March 31,
1995.
-12-
<PAGE> 15
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
AMR CORPORATION
Date:May 12,1995 BY:
Gerard J. Arpey
Senior Vice President and Chief
Financial Officer
-13-
<PAGE> 16
EXHIBIT 11
AMR CORPORATION
Computation of Earnings (Loss) Per Share
(In millions, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1995 1994
<S> <C> <C>
Primary:
Average shares outstanding 76 76
Add shares issued upon assumed conversion of
dilutive options, stock appreciation rights
and
warrants and shares assumed issued for 3 -
deferred
stock granted
Less assumed treasury shares purchased (2) -
Totals 77 76
Earnings (Loss) $ 38 $ (7)
Less: Preferred dividend requirements (1) (16)
Earnings (loss) applicable to common shares $ 37 $ (23)
Per share amount $ 0.48 $(0.30)
Fully diluted:
Average shares outstanding 76 76
Add shares issued upon assumed conversion of
dilutive options, stock appreciation rights
and
warrants and shares assumed issued for 3 -
deferred
stock granted
Less assumed treasury shares purchased (2) -
Totals 77 76
Earnings (Loss) $ 38 $ (7)
Less: Preferred dividend requirements (1) (16)
Earnings (loss) applicable to common shares $ 37 $ (23)
Per share amount $ 0.48 $(0.30)
</TABLE>
<PAGE> 17
Exhibit 10(ooo)
<PAGE> 18
Amendment B
AMENDMENT FIVE TO EMPLOYMENT AGREEMENT
This Amendment Five to Employment Agreement dated this
____ day of April 1995, by and among AMR Corporation ("AMR"), a
Delaware Corporation, American Airlines, Inc. ("American"), a
Delaware Corporation, each of which has its principal office at
4333 Amon Carter Boulevard, Fort Worth, Texas, 76155 and Robert
L. Crandall, who currently resides at 5243 Park Lane, Dallas,
Texas 75220-2145 (the "Executive").
WHEREAS, AMR, American and the Executive have entered
into an Employment Agreement effective as of January 1, 1988, as
amended, (the "Agreement"); and
WHEREAS, AMR, American and the Executive have
determined that it is beneficial to the interests of each to
amend the Agreement.
NOW THEREFORE, in consideration of the promises and the
mutual covenants and conditions set forth herein and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, AMR, American and the Executive
hereby agree as follows:
1. Paragraph 1 of the Agreement is deleted in its entirety
and in its place is substituted the following:
"The Company hereby employs the Executive, and
Executive hereby accepts such employment by the
Company, in the positions and with the duties and
responsibilities set forth in Section 2 and upon such
other terms and conditions as are hereinafter states,
for the period commencing on January 1, 1988, and
except as otherwise provided herein, ending on the
earlier to occur of (i) December 31, 1998, or (ii) the
termination of Executive's employment."
2. a) Paragraphs 3.d (iii) and 3.d (iv) are renumbered
3.d (iv) and 3.d (v), respectively, and a new paragraph, to be
numbered 3.d (iii), is added to the Agreement, to read as
follows:
"(iii) Executive shall receive additional years of
credited service under the terms of the Company's tax
qualified and supplemental pension plans (including any
successors thereto) in accordance with the following
table:
<PAGE> 19
Age at Retirement
60 61 62 63
Additional Years
of Credited Service: 2 4 7 10"
b) Paragraphs 4(a)(v) and 4(b)(v) are amended by deleting
the phrases "actual period of employment with the Company" and
substituting therefor "years of credited service (including such
additional years of credited service as provided pursuant to
paragraph 3(d)(iii)), under the Company's tax qualified and
supplemental pension plans (including any successors thereto)".
IN WITNESS HEREOF, the undersigned have executed this
Amendment to Employment Agreement as of the date first written
above.
AMERICAN AIRLINES, INC. AMR CORPORATION
___________________________ __________________________
by Anne H. McNamara, its by Anne H. McNamara, its
Senior Vice President and Senior Vice President and
General Counsel General Counsel
EXECUTIVE
____________________________
Robert L. Crandall
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> QTR-1
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 61
<SECURITIES> 484
<RECEIVABLES> 1,498
<ALLOWANCES> 15
<INVENTORY> 610
<CURRENT-ASSETS> 3,133
<PP&E> 20,575
<DEPRECIATION> 6,517
<TOTAL-ASSETS> 19,669
<CURRENT-LIABILITIES> 5,193
<BONDS> 0
<COMMON> 2,293
0
78
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</TABLE>
