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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
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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
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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
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Financial Statements and Supplemental Schedule
$uper $aver - A 401(k) Capital Accumulation Plan for
Employees of Participating AMR Corporation Subsidiaries
As of December 31, 2002 and 2001, and for the Year
ended December 31, 2002
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$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
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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
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$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 $3,882,854
See accompanying notes.
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$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 $3,726,363
See accompanying notes.
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$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.
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$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.
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$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 $50,000. Interest rates are based on
the prime interest rate minus one percent at the time the
loan is made.
Forfeitures
If a participant terminates employment prior to vesting, the
forfeited amounts shall be applied first to restore re-
employed participants' previous account balance and then to
reduce future employer contributions.
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$uper $aver - A 401(k) Capital Accumulation Plan for Employees
of Participating AMR Corporation Subsidiaries
Notes to Financial Statements (continued)
1. Plan Description (continued)
Plan Termination
While AMR has not expressed any intent to discontinue the
Plan, the Board of Directors of AMR may terminate the Plan
for any reason, at any time. If the Plan is terminated, each
participant will become fully vested in his/her account
balance.
AMR Financial Condition
In AMR's annual report on Form 10-K for the year ended
December 31, 2002, as filed with the Securities and Exchange
Commission (AMR 10-K) on April 15, 2003, the Report of
Independent Auditors included a modified opinion expressing
substantial doubt about AMR's ability to continue as a going
concern due to recent significant losses and a number of
other issues. At this point the Company does not believe
that AMR's financial condition will significantly impact its
ability to meet its obligations to the Plan. However, there
can be no assurance as to how, if at all, AMR's current
financial condition or actions taken as a result of its
financial condition will impact the Plan.
2. Summary of Significant Accounting Policies
Investments
Investments of the Plan include shares in the investment
portfolios of the American AAdvantage Funds (the AAdvantage
Funds), a diversified management investment company
registered under the Investment Company Act of 1940, as well
as six additional mutual fund families. The AAdvantage Funds
are managed by AMR Investment Services, Inc., a wholly owned
subsidiary of AMR Corporation. Effective July 1, 2001, Plan
assets can also be invested in shares of common stock of AMR
(the Company Stock Fund). Plan participants can elect to
invest up to 10 percent of their fund balance in the Company
Stock Fund (see additional information regarding the Company
Stock Fund in Footnote 4).
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$uper $aver - A 401(k) Capital Accumulation Plan for Employees
of Participating AMR Corporation Subsidiaries
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Investments in the AAdvantage Funds and other mutual funds
are carried at published per share net asset value. Net
asset value is based on the fair market value of each
AAdvantage Fund's or mutual fund's underlying assets and
liabilities at the date of determination. The Company Stock
Fund is valued based on quoted market prices. Participant
loans are valued at their remaining outstanding balance,
which approximates fair value. The Short-Term Investment
Fund is valued at their remaining outstanding balance,
which approximates fair value.
A portion of the Plan's assets is also invested in demand
deposits in the American Airlines Federal Credit Union (the
Credit Union Fund). Investments in the Credit Union Fund are
valued at cost plus accrued interest, which approximates
fair value.
Net Depreciation in Fair Value of Investments
Purchases and sales of securities are reflected on the trade
dates.
The net depreciation in fair value of investments includes
realized and unrealized investment gains and losses as well
as capital gains distributions. Realized gains or losses on
the disposal of securities are determined on the basis of
the average cost of securities sold, while unrealized gains
or losses are determined on the basis of the cost of
securities held at the end of the year.
Investment Income
Investment income is allocated to participants' accounts
based on their pro rata balances within each fund. Interest
income is recorded as earned on the accrual basis.
Dividends are recorded on the ex-dividend date.
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$uper $aver - A 401(k) Capital Accumulation Plan for Employees
of Participating AMR Corporation Subsidiaries
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Contributions
Contributions are recorded when payroll deductions are made
for Plan participants.
Distributions
Distributions are recorded when paid.
Expenses
Administrative expenses are paid by the Plan and are
recorded on the accrual basis.
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United
States requires management to make estimates that affect the
amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.
Risks and Uncertainties
The Plan provides for investments in various investment
securities which, in general, are exposed to various risks,
such as interest rate, credit and overall market volatility
risks. As a result of these risks, it is possible that
changes in the values of investment securities will occur
and that such changes could materially affect the amounts
reported in the statements of net assets available for
benefits.
Basis of Accounting
The Plan's financial statements have been prepared on the
accrual basis of accounting.
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$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
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$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 $3,856,266
4. Subsequent Events
Effective January 29, 2003, contributions or transfers to
the Company Stock Fund were discontinued and participants
with balances in the Company Stock Fund were allowed
to transfer their balances to another Plan investment on a
daily basis subsequent to that date.
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Supplemental Schedule
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$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
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$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.
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