<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_____________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of earliest event
reported: January 15, 1997
AMR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8400 75-1825172
(State of Incorporation) ( Commission File Number) (IRS Employer
Identification No.)
4333 Amon Carter Blvd. Fort Worth,Texas 76155
(Address of principal executive offices) (Zip Code)
(817) 963-1234
(Registrant's telephone number)
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Item 5. Other Events
AMR Corporation (the "Company") is filing herewith a press
release issued today by the Company as Exhibit 99.1 which is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
The following exhibit is included herein:
99.1 Press Release
<PAGE> 3
SIGNATURE
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 hereunto duly authorized.
AMR CORPORATION
/s/ Charles D. MarLett
Charles D. MarLett
Corporate Secretary
Dated: January 15, 1997
<PAGE> 4
EXHIBIT INDEX
Exhibit Description
99.1 Press Release
<PAGE> 5
Exhibit 99.1
AMR Reports Fourth Quarter Earnings of $122 Million Before
Special Items
FOR RELEASE: Wednesday, Jan. 15, 1997
FORT WORTH, Texas -- AMR Corporation, parent company of
American Airlines, Inc., today reported that fourth quarter
net earnings, excluding certain special items, were $122
million ($1.33 per common share). In the fourth quarter of
1995, the company reported earnings, before special charges,
of $90 million ($1.15 per common share).
"We had quite a successful fourth quarter," said Robert
L. Crandall, AMR's Chairman and Chief Executive, "which
rounded out a very satisfactory year."
After accounting for the special items, AMR reported
net earnings of $284 million ($3.08 per common share) for
the quarter, as compared to a $282 million net loss ($3.69
per common share) in 1995.
1996 Fourth Quarter Results
<TABLE>
<CAPTION>
(in millions, except per share
amounts) Amount Earnings per
(net of tax) share
<S> <C> <C>
Net earnings before special items $122 $1.33
Gain on initial public offering of
The SABRE Group 497 5.40
Canadian Airlines charges (230) (2.50)
Extraordinary loss from early debt
retirement (89) (0.97)
Writedown of aircraft interiors (16) (0.18)
Net earnings as reported $284 $3.08
</TABLE>
In the fourth quarter, the company recorded a $497
million gain on the initial public offering of The SABRE
Group. Partially offsetting that gain was a $251 million
charge ($230 million after tax) associated with the write
down of AMR's investment in, and start-up costs associated
with, the company's relationship with Canadian Airlines.
The company also incurred an $89 million extraordinary loss,
after tax, on the repurchase of $624 million of unsecured
debt. AMR also recorded a $26 million charge ($16 million
after tax) to write down the value of aircraft interiors the
company plans to refurbish.
<PAGE> 6
AMR's fourth quarter results brought the company's full
year 1996 net earnings, excluding the special items, to $854
million, or $9.77 per common share ($9.43 fully diluted),
which compares favorably to the company's 1995 net earnings
before special charges of $551 million, or $7.12 per common
share ($6.56 fully diluted). Including the special items,
the company reported 1996 net earnings of $1.0 billion, or
$11.63 per common share ($11.19 fully diluted). This
compares with 1995 net earnings after special charges of
$162 million, or $2.11 per common share.
Crandall described 1996 as "a year in which we reaped
the benefits of a favorable business environment as well as
the many changes we have made over the last several years
throughout the American Airlines system. Moreover, with the
initial public offering of The SABRE Group and the
announcement of our alliance with British Airways, we laid
the foundation for further progress in the years to come."
<PAGE> 7
AMR CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited) (In millions, except per share amounts)
<TABLE>
<CAPTION>
Three Months
Ended
December 31, Percent
1996 1995 Change
<S> <C> <C> <C>
Revenues
Airline Group
Passenger - American Airlines $3,315 $3,232 2.6
- AMR Eagle 249 252 (1.2)
Cargo 181 174 4.0
Other 222 191 16.2
3,967 3,849 3.1
The SABRE Group 376 368 2.2
Management Services Group 154 145 6.2
Less: Intergroup revenues (164) (174) (5.7)
Total operating revenues 4,333 4,188 3.5
Expenses
Wages, salaries and benefits 1,513 1,445 4.7
Aircraft fuel 531 430 23.5
Commissions to agents 293 312 (6.1)
Depreciation and amortization 305 312 (2.2)
Other rentals and landing fees 227 217 4.6
Aircraft rentals 144 167 (13.8)
Food service 166 175 (5.1)
Maintenance materials and repairs 181 163 11.0
Other operating expenses 683 674 1.3
Writedown of aircraft interiors 26 - *
Restructuring costs - 533 (100.0)
Total operating expenses 4,069 4,428 (8.1)
Operating Income (Loss) 264 (240) *
Other Income (Expense)
Interest income 32 21 52.4
Interest expense (113) (157) (28.0)
Gain on sale of stock by
subsidiary 497 - *
Canadian Airlines charges (251) - *
Minority interest (2) - *
Miscellaneous - net (3) (46) (93.5)
160 (182) *
Earnings (Loss) Before Income
Taxes and Extraordinary Loss 424 (422) *
Income tax provision (benefit) 51 (152) *
Net Earnings (Loss) Before 373 (270) *
Extraordinary Loss
Extraordinary Loss, Net of Tax
Benefit (89) (12) *
Net Earnings (Loss) $ 284 $ (282) *
Earnings (Loss) Per Common Share
Primary and Fully Diluted:
Before Extraordinary Loss $ 4.05 $(3.54)
Extraordinary Loss (0.97) (0.15)
Net Earnings (Loss) $ 3.08 $(3.69)
Number of Shares Used in
Computation 92 76
</TABLE>
* Greater Than 100%
Note: Certain amounts from 1995 have been reclassified to
conform with 1996 presentation.
<PAGE> 8
AMR CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(In millions, except per share amounts)
<TABLE>
<CAPTION>
Twelve Months
Ended
December 31, Percent
1996 1995 Change
<S> <C> <C> <C>
Revenues
Airline Group
Passenger - American Airlines $13,645 $13,134 3.9
- AMR Eagle 1,047 976 7.3
Cargo 682 677 0.7
Other 837 714 17.2
16,211 15,501 4.6
The SABRE Group 1,622 1,529 6.1
Management Services Group 620 572 8.4
Less: Intergroup revenues (700) (692) 1.2
Total operating revenues 17,753 16,910 5.0
Expenses
Wages, salaries and benefits 5,961 5,779 3.1
Aircraft fuel 1,936 1,623 19.3
Commissions to agents 1,252 1,293 (3.2)
Depreciation and amortization 1,204 1,259 (4.4)
Other rentals and landing fees 895 878 1.9
Aircraft rentals 616 671 (8.2)
Food service 672 682 (1.5)
Maintenance materials and repairs 697 641 8.7
Other operating expenses 2,655 2,536 4.7
Writedown of aircraft interiors 26 - *
Restructuring costs - 533 (100.0)
Total operating expenses 15,914 15,895 0.1
Operating Income 1,839 1,015 81.2
Other Income (Expense)
Interest income 80 63 27.0
Interest expense (499) (670) (25.5)
Gain on sale of stock by
subsidiary 497 - *
Canadian Airlines charges (251) - *
Minority interest (2) - *
Miscellaneous - net (31) (55) (43.6)
(206) (662) (68.9)
Earnings Before Income Taxes and
Extraordinary Loss 1,633 353 *
Income tax provision 528 162 *
Earnings Before Extraordinary Loss 1,105 191 *
Extraordinary Loss, Net of Tax
Benefit (89) (29) *
Net Earnings $1,016 $ 162 *
Earnings (Loss) Per Common Share
Primary:
Before Extraordinary Loss $ 12.64 $ 2.48
Extraordinary Loss (1.01) (0.37)
Net Earnings $ 11.63 $ 2.11
Fully Diluted:
Before Extraordinary Loss $ 12.15 $ 2.48
Extraordinary Loss (0.96) (0.37)
Net Earnings $ 11.19 $ 2.11
Number of Shares Used in
Computation
Primary 87 76
Fully Diluted 92 76
</TABLE>
* Greater Than 100%
Note: Certain amounts from 1995 have been reclassified to
conform with 1996 presentation.
<PAGE> 9
AMR CORPORATION
BUSINESS SEGMENT FINANCIAL HIGHLIGHTS
(Unaudited) (In millions)
<TABLE>
<CAPTION>
Three Months
Ended
December 31, Percent
1996 1995 Change
Airline Group
<S> <C> <C> <C>
Revenues
Passenger - American Airlines $3,315 $3,232 2.6
- AMR Eagle 249 252 (1.2)
Cargo 181 174 4.0
Other 222 191 16.2
3,967 3,849 3.1
Expenses
Wages, salaries and benefits 1,313 1,259 4.3
Aircraft fuel 531 430 23.5
Commissions to agents 293 312 (6.1)
Depreciation and amortization 261 266 (1.9)
Other rentals and landing fees 209 197 6.1
Aircraft rentals 144 167 (13.8)
Food service 166 175 (5.1)
Maintenance materials and repairs 177 161 9.9
Other operating expenses 631 660 (4.4)
Writedown of aircraft interiors 26 - *
Restructuring costs - 533 (100.0)
Total operating expenses 3,751 4,160 (9.8)
Operating Income (Loss) 216 (311) *
Other Income (Expense)
Interest income 34 23 47.8
Interest expense (114) (159) (28.3)
Miscellaneous - net - (45) (100.0)
(80) (181) (55.8)
Earnings (Loss) Before Income
Taxes and Extraordinary Loss $ 136 $(492) *
Pre-tax Margin 3.4% (12.8)% 16.2 pts.
The SABRE Group
Revenues $ 376 $ 368 2.2
Operating Expenses 335 315 6.3
Operating Income 41 53 (22.6)
Other Income (Expense) (4) (1) *
Earnings Before Income Taxes 37 52 (28.8)
Pre-tax Margin 9.8% 14.1% (4.3) pts.
Management Services Group
Revenues $ 154 $ 145 6.2
Operating Expenses 147 127 15.7
Operating Income 7 18 (61.1)
Other Income (Expense)
Canadian Airlines charges (251) - *
Earnings (Loss) Before Income Taxes (244) 18 *
Pre-tax Margin (158.4)% 12.4% (170.8) pts.
</TABLE>
* Greater Than 100%
Note: Certain amounts from 1995 have been reclassified to
conform with 1996 presentation.
<PAGE> 10
AMR CORPORATION
BUSINESS SEGMENT FINANCIAL HIGHLIGHTS
(In millions)
<TABLE>
<CAPTION>
Twelve Months
Ended
December 31, Percent
1996 1995 Change
Airline Group
<S> <C> <C> <C>
Revenues
Passenger - American Airlines $13,645 $13,134 3.9
- AMR Eagle 1,047 976 7.3
Cargo 682 677 0.7
Other 837 714 17.2
16,211 15,501 4.6
Expenses
Wages, salaries and benefits 5,191 5,082 2.1
Aircraft fuel 1,936 1,623 19.3
Commissions to agents 1,252 1,293 (3.2)
Depreciation and amortization 1,018 1,070 (4.9)
Other rentals and landing fees 815 801 1.7
Aircraft rentals 616 671 (8.2)
Food service 672 682 (1.5)
Maintenance materials and repairs 686 632 8.5
Other operating expenses 2,557 2,550 0.3
Writedown of aircraft interiors 26 - *
Restructuring costs - 533 (100.0)
Total operating expenses 14,769 14,937 (1.1)
Operating Income 1,442 564 *
Other Income (Expense)
Interest income 103 74 39.2
Interest expense (508) (679) (25.2)
Miscellaneous - net (23) (45) (48.9)
(428) (650) (34.2)
Earnings (Loss) Before Income
Taxes and Extraordinary Loss $1,014 $ (86) *
Pre-tax Margin 6.3% (0.6)% 6.9 pts.
The SABRE Group
Revenues $1,622 $1,529 6.1
Operating Expenses 1,295 1,149 12.7
Operating Income 327 380 (13.9)
Other Income (Expense) (21) (10) *
Earnings Before Income Taxes $ 306 $ 370 (17.3)
Pre-tax Margin 18.9% 24.2% (5.3) pts.
Management Services Group
Revenues $ 620 $ 572 8.4
Operating Expenses 550 501 9.8
Operating Income 70 71 (1.4)
Other Income (Expense)
Canadian Airlines charges (251) - *
Miscellaneous - net (1) (2) (50.0)
(252) (2) *
Earnings (Loss) Before Income Taxes $(182) $ 69 *
Pre-tax Margin (29.4)% 12.1% (41.5) pts.
</TABLE>
* Greater Than 100%
Note: Certain amounts from 1995 have been reclassified to
conform with 1996 presentation.
<PAGE> 11
AMR CORPORATION
NOTES TO CONSOLIDATED STATEMENT OF OPERATIONS
1.Certain amounts from 1995 have been reclassified to conform
with 1996 presentation.
2.On October 17, 1996, The SABRE Group Holdings, Inc. (TSG)
completed an initial public offering of 23,230,000 shares of
its Class A Common Stock, representing 17.8 percent of the
economic interest in TSG, for net proceeds of approximately
$589 million. AMR (the Company) recorded a $497 million gain
in the fourth quarter of 1996 related to the initial public
offering.
3.During the fourth quarter of 1996, AMR recorded a $251 million
charge ($230 million net of tax benefit) related to the
Company's relationship with Canadian Airlines. This charge
includes $192 million related to the writedown of AMR's
investment in the cumulative mandatorily redeemable
convertible preferred stock of Canadian Airlines International
Limited (Canadian) and $59 million ($38 million net of tax
benefit) related to the writedown of certain start-up costs
relating to the Company's agreement to provide a variety of
management, technical and administrative services to Canadian.
4.During 1996, AMR repurchased and/or retired prior to maturity
approximately $1.1 billion in face value of long-term debt and
capital lease obligations. These transactions resulted in an
extraordinary loss of $137 million ($89 million net of tax
benefit) and $136 million ($89 million net of tax benefit) for
the three months and twelve months ended December 31, 1996,
respectively.
During 1995, AMR repurchased and retired prior to maturity
$378 million in face value of long-term debt, net of sinking
funding balances. In addition, $616 million in outstanding
principal of certain debt and lease obligations was refinanced
during 1995. These debt transactions resulted in an
extraordinary loss of $18 million ($12 million net of tax
benefit) and $45 million ($29 million net of tax benefit) for
the three months and twelve months ended December 31, 1995,
respectively.
5.Restructuring costs of $533 million ($334 million net of tax
benefit), included in operating expenses for the three months
and twelve months ended December 31, 1995, primarily represent
the cost of early retirement programs for Airline Group
employees and provisions for the writedown of certain DC-10
aircraft and the planned retirement of certain turboprop
aircraft.
6.Other Income (Expense) for the twelve months ended December
31, 1996 includes a $21 million provision ($13 million net of
tax benefit) for a cash payment recorded in the third quarter
of 1996 representing American's share of a multi-carrier
travel agency class action litigation settlement.
Other Income (Expense) for the three months and twelve months
ended December 31, 1995, includes a $41 million charge ($26
million net of tax benefit) related to the loss of an aircraft
operated by American Airlines, Inc.
<PAGE> 12
Airline Group
Operating Statistics
(Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended
December 31, Percent
1996 1995 Change
American Airlines Jet Airline
Operations:
<S> <C> <C> <C>
Revenue passenger miles (millions) 25,591 25,258 1.3
Available seat miles (millions) 37,758 38,821 (2.7)
Cargo ton miles (millions) 524 527 (0.6)
Passenger load factor 67.8% 65.1% 2.7 pts.
Breakeven load factor 62.3% 59.8% 2.5 pts.
(excluding special charges)
Passenger revenue yield per
passenger mile (cents) 12.95 12.80 1.2
Passenger revenue per available
seat mile (cents) 8.78 8.33 5.4
Cargo revenue yield per ton
mile (cents) 34.03 32.45 4.9
Operating expenses excluding
special charges per available
seat mile (cents) 9.12 8.60 6.0
Fuel consumption (gallons, in
millions) 677 684 (1.0)
Fuel price per gallon (cents) 75.6 60.4 25.2
Fuel price per gallon, excluding
fuel tax (cents) 70.4 55.3 27.3
Operating aircraft at period-end 642 635 1.1
AMR Eagle, Inc.:
Revenue passenger miles (millions) 628 658 (4.6)
Available seat miles (millions) 1,081 1,172 (7.8)
Passenger load factor 58.1% 56.1% 2.0 pts.
Operating aircraft at period-end 205 261 (21.5)
AMR Corporation
Average Equivalent Number of
Employees
Airline Group:
Jet Airline Operations 78,300 78,500
Other 10,100 10,600
Total Airline Group 88,400 89,100
The SABRE Group 8,000 7,400
Management Services Group 14,800 13,900
Total 111,200 110,400
</TABLE>
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Airline Group
Operating Statistics
(Unaudited)
<TABLE>
<CAPTION>
Twelve Months
Ended
December 31, Percent
1996 1995 Change
<S> <C> <C> <C>
American Airlines Jet Airline
Operations:
Revenue passenger miles(millions) 104,710 102,918 1.7
Available seat miles (millions) 152,886 155,337 (1.6)
Cargo ton miles (millions) 2,028 2,046 (0.9)
Passenger load factor 68.5% 66.3% 2.2 pts.
Breakeven load factor 60.2% 59.6% 0.6 pts.
(excluding special charges)
Passenger revenue yield per
passenger mile (cents) 13.03 12.76 2.1
Passenger revenue per available
seat mile (cents) 8.92 8.46 5.4
Cargo revenue yield per ton
mile (cents) 33.14 32.64 1.5
Operating expenses excluding
special charges per available
seat mile (cents) 8.91 8.57 4.0
Fuel consumption (gallons, in
millions) 2,734 2,749 (0.5)
Fuel price per gallon (cents) 68.2 56.9 19.9
Fuel price per gallon, excluding
fuel tax (cents) 63.3 53.8 17.7
Operating aircraft at period-end 642 635 1.1
AMR Eagle, Inc.:
Revenue passenger miles (millions) 2,590 2,492 3.9
Available seat miles (millions) 4,431 4,488 (1.3)
Passenger load factor 58.5% 55.5% 3.0 pts.
Operating aircraft at period-end 205 261 (21.5)
AMR Corporation
Average Equivalent Number of Employees
Airline Group:
Jet Airline Operations 78,400 79,000
Other 10,500 10,400
Total Airline Group 88,900 89,400
The SABRE Group 7,900 7,300
Management Services Group 14,500 13,300
Total 111,300 110,000
</TABLE>
