-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NWfZlGjoOteZTdwrrKp24RlgXhnmu+VYng8OKHFdxvH2jn1i/iyrbLZQiqKyLXcH bArMBG77w79RcLB4crXO3A== 0000006201-03-000038.txt : 20030630 0000006201-03-000038.hdr.sgml : 20030630 20030627185717 ACCESSION NUMBER: 0000006201-03-000038 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMR CORP CENTRAL INDEX KEY: 0000006201 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 751825172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08400 FILM NUMBER: 03762430 BUSINESS ADDRESS: STREET 1: 4333 AMON CARTER BLVD CITY: FORT WORTH STATE: TX ZIP: 76155 BUSINESS PHONE: 8179631234 MAIL ADDRESS: STREET 1: 4333 AMON CARTER BLVD CITY: FORT WORTH STATE: TX ZIP: 75261-9616 11-K 1 ar0211kf.txt AMR CORPORATION FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2002 OR TRANSACTION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ___________ Commission file number 1-8400 A. Full title of the Plan and the address of the Plan, if different from that of the issuer named below: $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office. AMR CORPORATION 4333 Amon Carter Blvd Fort Worth, TX 76155 2 EXHIBIT INDEX Located at Page Number Exhibit (23) CONSENT OF EXPERTS AND COUNSEL: 23.1 Consent of Ernst & Young LLP .........14 (99) CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES- OXLEY ACT OF 2002 (SUBSECTIONS (A) AND (B) OF SECTION 1350, CHAPTER 63 AND TITLE 18, UNITED STATES CODE). 99.1 Sarbanes-Oxley section 906 Certification....15 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Pension Benefits Administation Commitee of AMR Corporation, which administers $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries has duly caused this annual report to be signed on behalf of the Plan by the undersigned hereunto duly authorized. $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries /s/ Charles D. MarLett _____________________________ Charles D. MarLett Corporate Secretary Date: June 27, 2003 4 Financial Statements and Supplemental Schedule $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries As of December 31, 2002 and 2001, and for the Year ended December 31, 2002 5 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Financial Statements and Supplemental Schedule As of December 31, 2002 and 2001, and for the Year ended December 31, 2002 Contents Report of Independent Auditors 1 Audited Financial Statements Statements of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4 Supplemental Schedule Schedule H; Line 4i - Schedule of Assets (Held At End of Year) 11 6 Report of Independent Auditors AMR Corporation Plan Administrator We have audited the accompanying statements of net assets available for benefits of $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the 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 net assets available for benefits of the Plan at December 31, 2002 and 2001, and the changes in its net assets available for benefits for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2002, is presented for purposes of additional analysis and is not a required part of the financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. June 27, 2003 Dallas, Texas -1- 7 $uper $aver _ A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Statements of Net Assets Available for Benefits
December 31 2002 2001 (In Thousands) Assets Investments $3,724,281 $3,856,266 Contributions receivable 26 17,203 Interest and dividends receivable 2,056 7,385 Other receivable - 2,000 Net assets available for benefits $3,726,363 $3,882,854
See accompanying notes. -2- 8 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2002 (In Thousands)
Increase in Net Assets Contributions: Employee $ 421,119 Employer 21,372 Total contributions 442,491 Interest and dividends 103,510 Total increase in net assets available for benefits 546,001 Decrease in Net Assets Net depreciation in fair value of investments 544,575 Distribution payments 151,593 Administrative expenses 6,324 Total decrease in net assets available for benefits 702,492 Net decrease in net assets available for benefits (156,491) Net assets available for benefits at beginning of year 3,882,854 Net assets available for benefits at end of year $3,726,363
See accompanying notes. -3- 9 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Notes to Financial Statements December 31, 2002 1. Plan Description General $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries (the Plan) is a contributory program for employees of participating subsidiaries of AMR Corporation (AMR or the Company), including American Airlines, Inc. (American), a wholly owned subsidiary of AMR. The Plan allows tax-deferred savings by eligible employees to provide funds for their retirement. The Plan is intended to meet the requirements of Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the Code), as well as the requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Participants should refer to the Summary Plan Description for more complete information. The Plan is administered by two committees, the Pension Benefits Administration Committee and the Pension Asset Administration Committee, whose members are appointed by the Board of Directors of AMR or its designee. Effective November 28, 2002, responsibilities for recordkeeping and other contract administration services transferred from Towers Perrin to JPMorgan/American Century Retirement Plan Services. Also on that date, J. P. Morgan Chase & Co. assumed responsibilities from State Street Bank and Trust Company (State Street) as Plan trustee. Income Tax Status The Plan has received a determination letter from the Internal Revenue Service dated March 25, 2003, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax- exempt. Eligibility Employees are eligible to participate in the Plan as soon as administratively possible following the employee's hire date. -4- 10 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Notes to Financial Statements (continued) 1. Plan Description (continued) Contributions The Plan is voluntary and provides that each participant may elect to allow the employer to deduct from the participant's compensation contributions to the Plan as provided by the provisions of the Plan on either a before-tax or after-tax basis. Such contributions are subject to certain limitations in accordance with provisions of the Code. American makes contributions to the Plan for Flight Engineers equal to six percent of their annual eligible compensation. AMR Eagle Holding Corporation (AMR Eagle), a wholly owned subsidiary of AMR makes contributions for its participants with less than ten years of service in an amount up to 50 percent of the first six percent of a participant's compensation contributed to the Plan as an employee before- tax contribution. Participants with ten or more years of service are eligible to receive 50 percent of the first eight percent of their compensation contributed to the Plan as an employee before-tax contribution. Effective January 1, 2001, American provided its current, noncontract employees a one-time option to remain in the American Airlines, Inc. Retirement Benefit Plan for Agents, Management, Specialists, Support Personnel and Officers (the Pension Plan) or discontinue accruing future credited service in the Pension Plan at January 1, 2001, and elect to receive a Company match up to 5.5 percent of employee contributions of pensionable earnings, as defined, to the Plan. Employees who were hired prior to December 31, 1999, who did not make the election by the deadline date, continued to accrue benefits under the Pension Plan and do not receive a Company match from the Plan. Employees hired on or after January 1, 2000, who did not make the election by the option date, are eligible for the Plan's employer match after the completion of one year of service and receive no benefits under the Pension Plan. Employees hired on or after January 1, 2002 are not eligible for benefits under the Pension Plan but may elect to participate in the Plan. -5- 11 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Notes to Financial Statements (continued) 1. Plan Description (continued) On April 9, 2001, American purchased substantially all of the assets and assumed certain liabilities of Trans World Airlines, Inc. (TWA). On that date, TWA employees became eligible to participate in the Plan and could elect to transfer their existing TWA defined contribution plan account balance into the Plan. As a result, approximately $35 million of TWA rollovers are included in employee contributions for the year ended December 31, 2002. Participants are immediately vested in their employee contributions plus earnings thereon. Flight Engineers are immediately vested in the employer contribution portion of their participant's account plus earnings thereon. Effective January 1, 2002, for all other Plan participants, full vesting in the employer contribution portion of each participant's account plus earnings thereon occurs after three years of service, as defined by the Plan. Distributions In accordance with the Plan document and as allowed under Section 401(k) of the Code, distributions of participants' before-tax contributions are available upon retirement, death, disability, or separation from service and in amounts necessary to satisfy a financial hardship as determined by the Pension Benefits Administration Committee, in accordance with the Plan and the provisions of the Code. Participants may withdraw after-tax contributions at any time. Loans The Plan provides a loan program which is administered in accordance with the provisions of Section 72(p) of the Code and the Department of Labor's Regulation 2550.408 b-1. This program allows loans of up to 50 percent of each participant's before-tax contribution account balance, subject to a maximum of $50,000. Interest rates are based on the prime interest rate minus one percent at the time the loan is made. Forfeitures If a participant terminates employment prior to vesting, the forfeited amounts shall be applied first to restore re- employed participants' previous account balance and then to reduce future employer contributions. -6- 12 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Notes to Financial Statements (continued) 1. Plan Description (continued) Plan Termination While AMR has not expressed any intent to discontinue the Plan, the Board of Directors of AMR may terminate the Plan for any reason, at any time. If the Plan is terminated, each participant will become fully vested in his/her account balance. AMR Financial Condition In AMR's annual report on Form 10-K for the year ended December 31, 2002, as filed with the Securities and Exchange Commission (AMR 10-K) on April 15, 2003, the Report of Independent Auditors included a modified opinion expressing substantial doubt about AMR's ability to continue as a going concern due to recent significant losses and a number of other issues. At this point the Company does not believe that AMR's financial condition will significantly impact its ability to meet its obligations to the Plan. However, there can be no assurance as to how, if at all, AMR's current financial condition or actions taken as a result of its financial condition will impact the Plan. 2. Summary of Significant Accounting Policies Investments Investments of the Plan include shares in the investment portfolios of the American AAdvantage Funds (the AAdvantage Funds), a diversified management investment company registered under the Investment Company Act of 1940, as well as six additional mutual fund families. The AAdvantage Funds are managed by AMR Investment Services, Inc., a wholly owned subsidiary of AMR Corporation. Effective July 1, 2001, Plan assets can also be invested in shares of common stock of AMR (the Company Stock Fund). Plan participants can elect to invest up to 10 percent of their fund balance in the Company Stock Fund (see additional information regarding the Company Stock Fund in Footnote 4). -7- 13 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Notes to Financial Statements (continued) 2. Summary of Significant Accounting Policies (continued) Investments in the AAdvantage Funds and other mutual funds are carried at published per share net asset value. Net asset value is based on the fair market value of each AAdvantage Fund's or mutual fund's underlying assets and liabilities at the date of determination. The Company Stock Fund is valued based on quoted market prices. Participant loans are valued at their remaining outstanding balance, which approximates fair value. The Short-Term Investment Fund is valued at their remaining outstanding balance, which approximates fair value. A portion of the Plan's assets is also invested in demand deposits in the American Airlines Federal Credit Union (the Credit Union Fund). Investments in the Credit Union Fund are valued at cost plus accrued interest, which approximates fair value. Net Depreciation in Fair Value of Investments Purchases and sales of securities are reflected on the trade dates. The net depreciation in fair value of investments includes realized and unrealized investment gains and losses as well as capital gains distributions. Realized gains or losses on the disposal of securities are determined on the basis of the average cost of securities sold, while unrealized gains or losses are determined on the basis of the cost of securities held at the end of the year. Investment Income Investment income is allocated to participants' accounts based on their pro rata balances within each fund. Interest income is recorded as earned on the accrual basis. Dividends are recorded on the ex-dividend date. -8- 14 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Notes to Financial Statements (continued) 2. Summary of Significant Accounting Policies (continued) Contributions Contributions are recorded when payroll deductions are made for Plan participants. Distributions Distributions are recorded when paid. Expenses Administrative expenses are paid by the Plan and are recorded on the accrual basis. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Risks and Uncertainties The Plan provides for investments in various investment securities which, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risks. As a result of these risks, it is possible that changes in the values of investment securities will occur and that such changes could materially affect the amounts reported in the statements of net assets available for benefits. Basis of Accounting The Plan's financial statements have been prepared on the accrual basis of accounting. -9- 15 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Notes to Financial Statements (continued) 3. Investments The fair values of the investments of the Plan at December 31 are summarized in the following table. An (*) represents investments greater than five percent of total Plan assets (in thousands).
December 31 2002 2001 American AAdvantage Large Cap Value Fund $506,029 * $ 687,745 * American AAdvantage Short-Term Bond Fund 95,945 80,725 American AAdvantage Intermediate Bond Fund 149,217 99,681 American AAdvantage Balanced Fund 223,260 * 267,179 * American AAdvantage International Equity Fund 189,914 * 242,323 * American AAdvantage S&P 500 Index Fund 170,510 228,121 * American AAdvantage Small Cap Value Fund 191,073 * 176,665 American Airlines Federal Credit Union Demand Deposits 976,644 * 773,048 * State Street Bank And Trust Company Short-Term Investment Fund - 1,703 Participant Loans 211,000 * 188,444 American AAdvantage Emerging Markets Fund 15,417 6,241 American AAdvantage International Equity Index Fund 4,907 3,747 American AAdvantage Small Cap Index Fund 11,226 11,747 American AAdvantage Large Cap Growth Fund 32,385 29,785 AMR Corporation Common Stock 25,725 12,265 T. Rowe Price Science & Technology Fund 27,179 41,636 T. Rowe Price Mid-Cap Growth Fund 75,618 96,962
-10- 16 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Notes to Financial Statements (continued) 3. Investments (continued)
December 31 2002 2001 Janus Fund $ 121,241 199,744 * Fidelity Diversified International Fund 65,491 69,583 Fidelity Puritan Fund 29,818 31,294 Fidelity U.S. Bond Index Fund 152,311 67,756 Dreyfus Premier Emerging Markets Fund 23,918 16,663 Dreyfus Founders Discovery Fund 30,917 56,275 Dreyfus Midcap Value Fund 95,539 167,124 Dodge & Cox Stock Fund 132,934 117,185 Berger Small Cap Value Fund 165,361 182,397 J. P. Morgan Short-Term Investment 702 - Fund American Select Cash Reserve Fund - 228 $3,724,281 $3,856,266
4. Subsequent Events Effective January 29, 2003, contributions or transfers to the Company Stock Fund were discontinued and participants with balances in the Company Stock Fund were allowed to transfer their balances to another Plan investment on a daily basis subsequent to that date. -11- 17 Supplemental Schedule 18 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Schedule H; Line 4i- Schedule of Asstes (Held At End of Year) EIN 13-1502798 Plan #:013 December 31, 2002
(c) Description of Investment (b) Including Maturity Date Identity of Issue, Borrower, Rate of Interest, (e) (a) Lessor, or Similar Party Collateral, Par, or Maturity Value Current Value * American Airlines Federal Demand deposits accounts Credit Union $ 976,643,232 American AAdvantage Funds American AAdvantage Large Cap Value Fund 506,029,245 American AAdvantage Funds American AAdvantage Balanced Fund 223,259,694 * Plan participants Participant Loans (3.75% to 12%) 210,999,748 American AAdvantage Funds American AAdvantage Small Cap Value Fund 191,073,291 American AAdvantage Funds American AAdvantage International Equity Fund 189,914,169 American AAdvantage Funds American AAdvantage S&P 500 170,510,401 Index Fund Berger LLC Berger Small Cap Value Fund 165,360,809 Fidelity Institutional Fidelity US Bond Index Fund Retirement Services Company 152,310,767 American AAdvantage Funds American AAdvantage Intermediate Bond Fund 149,216,635 Dodge & Cox Dodge & Cox Stock Fund 132,934,055 Janus Services Corporate Janus Fund 121,241,222 American Aadvantage Funds American AAdvantage Short- Term Bond Fund 95,945,695 Dreyfus Services Dreyfus Midcap Value Fund 95,539,368 Corporation T. Rowe Price Associates,Inc. T. Rowe Price Mid-Cap Growth Fund 75,618,329 Fidelity Institutional Fidelity Diversified Retirement Services International Fund Company 65,490,719
-12- 19 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Schedule H; Line 4i- Schedule of Asstes (Held At End of Year) (continued) EIN 13-1502798 Plan #:013 December 31, 2002
(c) Description of Investment (b) Including Maturity Date Identity of Issue, Borrower, Rate of Interest, (e) (a) Lessor, or Similar Party Collateral, Par, or Maturity Value Current Value American AAdvantage Funds American AAdvantage Large Cap Growth Fund $ 32,384,838 Dreyfus Services Corporation Dreyfus Founders Discovery Fund 30,917,221 Fidelity Institutional Fidelity Puritan Fund Retirement Services Company 29,817,752 T. Rowe Price Associates, Inc. T Rowe Price Science & Technology Fund 27,178,874 * AMR Corporation $1 par, Company Stock 25,725,200 Dreyfus Services Dreyfus Premier Emerging Corporation Markets Fund 23,917,725 American AAdvantage Funds American AAdvantage Emerging Markets Fund 15,417,420 American AAdvantage Funds American AAdvantage Small Cap Index Fund 11,225,722 American AAdvantage Funds American AAdvantage International Equity Index Fund 4,907,165 * J. P. Morgan Chase & Co. J. P. Morgan Short-Term Investment Fund 701,714 $ 3,724,281,010
*Party-in-interest Column (d) is not applicable as all investments are participant directed. -13- EX-23 3 ar02ex23b.txt AMR CORPORATION EXHIBIT 23 1 EXHIBIT 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-61116) pertaining to the $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries of our report dated June 27, 2003, with respect to the financial statements and supplemental schedule of $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries included in its Annual Report (Form 11-K) for the year ended December 31, 2002. Dallas, Texas June 27, 2003 14 EX-99 4 ar02ex99b.txt AMR CORPORATION EXHIBIT 99 1 Exhibit 99.1 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of AMR Corporation, a Delaware corporation (the Company), does hereby certify, to such officer's knowledge, that: The Annual Report on Form 11-K for the year ended December 31, 2002 (the Form 11-K) of the $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries (the Plan) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 11-K fairly presents, in all material respects, the net assets available for benefits and changes in net assets available for benefits of the Plan. Date: June 27, 2003 /s/ Jeffrey C. Campbell Jeffrey C. Campbell Senior Vice President and Chief Financial Officer, AMR Corporation Chairman, Pension Asset Administration Committee Date: June 27, 2003 /s/ Susan M. Oliver Susan M. Oliver Senior Vice President - Human Resources of AMR Corporation Chairman, Pension Benefits Administration Committee The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 11-K or as a separate disclosure document. 15 -----END PRIVACY-ENHANCED MESSAGE-----