8-K 1 ar6238kb.txt AMR CORPORATION FORM 8-K UNITED STATES 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: June 23, 2006 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) (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events AMR Corporation is filing herewith its Eagle Eye communication to investors. This document includes (a) actual unit cost, fuel price, capacity and traffic information for April and May and (b) forecasts of unit cost, revenue performance, fuel prices and fuel hedging, capacity and traffic estimates, liquidity expectations, other income/expense estimates and share count. 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: June 23, 2006 AMR EAGLE EYE June 23, 2006 Statements in this report 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, the words "expects", "plans," "anticipates," "indicates," "believes," "forecast," "guidance," "outlook", "may," "will," "should" 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 conditions, plans and objectives for future operations, 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 on 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. This document includes forecasts of unit cost and revenue performance, fuel prices, consumption and hedging, capacity and traffic estimates, other income/expense estimates, share count and statements regarding the Company's liquidity, each of which is a forward- looking statement. Forward-looking statements are subject to a number of factors that could cause the Company's actual results to differ materially from the Company's expectations. The following factors, in addition to other possible factors not listed, could cause the Company's actual results to differ materially from those expressed in forward-looking statements: the materially weakened financial condition of the Company, resulting from its significant losses in recent years; the ability of the Company to generate additional revenues and significantly reduce its costs; changes in economic and other conditions beyond the Company's control, and the volatile results of the Company's operations; the Company's substantial indebtedness and other obligations; the ability of the Company to satisfy existing financial or other covenants in certain of its credit agreements; continued high fuel prices and further increases in the price of fuel, and the availability of fuel; the fiercely competitive business environment faced by the Company, and historically low fare levels; competition with reorganized and reorganizing carriers; the Company's reduced pricing power; the Company's need to raise additional funds and its ability to do so on acceptable terms; changes in the Company's business strategy; government regulation of the Company's business; conflicts overseas or terrorist attacks; uncertainties with respect to the Company's international operations; outbreaks of a disease (such as SARS or avian flu) that affects travel behavior; uncertainties with respect to the Company's relationships with unionized and other employee work groups; increased insurance costs and potential reductions of available insurance coverage; the Company's ability to retain key management personnel; potential failures or disruptions of the Company's computer, communications or other technology systems; changes in the price of the Company's common stock; and the ability of the Company to reach acceptable agreements with third parties. Additional information concerning these and other factors is contained in the Company's Securities and Exchange Commission filings, including but not limited to the Company's Annual Report on Form 10-K for the year ended December 31, 2005. This Eagle Eye provides updated guidance for the second quarter and the full year 2006. Performance Update Costs: Unit cost forecasts are attached. Revenue: Second quarter mainline unit revenue is expected to increase between 11.1% and 12.1% year over year. Second quarter consolidated unit revenue is expected to increase between 12.0% and 13.0% year over year. Liquidity: We expect to end the second quarter with a cash and short-term investment balance over $5.5 billion, including approximately $500 million in restricted cash and short-term investments. Kenji Hashimoto Managing Director, Investor Relations AMR EAGLE EYE Fuel Forecast Fuel Hedge Position: 2Q06: Hedged on 30% of consumption at approximately $62/bbl WTI Crude AMR Fuel Price (Including Hedges and Taxes) and Consumption Actual Forecast Apr May Jun 2Q06 2006 Fuel Price (dollars/gal) 2.02 2.14 2.19 2.12 2.15 Fuel Consumption (MM gals) 264.9 275.2 265.8 805.9 3,147.6 Unit Cost Forecast (cents) AMR Consolidated Cost per ASM Actual Forecast Apr May Jun 2Q06 2006 AMR Cost per ASM 1/ 11.23 11.37 11.76 11.45 11.60 AMR Cost per ASM (ex-fuel) 2/ 7.82 7.76 8.10 7.89 8.00 American Mainline Cost per ASM Actual Forecast Apr May Jun 2Q06 2006 AA Cost per ASM 1/ 10.62 10.79 11.27 10.89 11.06 AA Cost per ASM (ex-fuel) 2/ 7.32 7.28 7.70 7.43 7.56 Capacity and Traffic Forecast (millions) AA Mainline Operations Actual Forecast Apr May Jun 2Q06 2006 ASMs 14,610 15,157 14,757 44,525 174,175 Domestic 9,344 9,671 9,355 28,370 111,397 International 5,266 5,486 5,402 16,155 62,778 Traffic 11,939 12,246 12,540 36,725 139,531 Regional Affiliate Operations Actual Forecast Apr May Jun 2Q06 2006 ASMs 1,131 1,165 1,141 3,436 13,582 Traffic 845 901 898 2,643 9,901 AMR EAGLE EYE Below the Line Income/Expenses Total Other Income/(Expense) is estimated at ($185) million in the second quarter of 2006. Share Count (in millions) Basic Shares 203 Options, performance shares, etc. (1) 27 4.25% notes (dilutive above $0.18/qtr) 17 4.50% notes (dilutive above $0.25/qtr) 15 Total Forecast Potential Dilutive Share Count 262 (1) Based on current quarterly share price of $25.40 1/ Data is as reported 2/ The company believes that unit costs excluding fuel is a useful measurement to investors in monitoring the performance of the company's costs excluding the volatility of fuel. Reconciliation to GAAP follows: Actual Forecast Apr May Jun 2Q06 2006 Cents AMR CASM 11.23 11.37 11.76 11.45 11.60 Less Fuel CASM 3.41 3.61 3.66 3.56 3.60 AMR CASM Excluding Fuel 7.82 7.76 8.10 7.89 8.00 Actual Forecast Apr May Jun 2Q06 2006 Cents AA CASM 10.62 10.79 11.27 10.89 11.06 Less Fuel CASM 3.30 3.51 3.57 3.46 3.50 AA CASM Excluding Fuel 7.32 7.28 7.70 7.43 7.56