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: April 16, 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) 2 Item 5. Other Events American's collective bargaining agreement with the Allied Pilots Association (APA) became amendable on August 31, 1994. On September 2, 1996, American and the APA reached a tentative agreement on a new labor contract. The tentative agreement was approved by the APA Board of Directors and sent out for membership ratification, but subsequently rejected by the APA membership. On January 10, 1997, the National Mediation Board (NMB) proffered binding arbitration to the APA and American. American agreed to arbitration but because the APA did not also agree, the proffer was rejected and on January 15, 1997, the APA and American were notified (i) that the NMB was terminating its services and (ii) that beginning February 15, 1997, either party could resort to self-help remedies, including a strike by the members of the APA. On February 15, 1997, the APA did initiate a strike against American but immediately thereafter President Clinton intervened and appointed a Presidential Emergency Board (PEB), pursuant to his authority under the Railway Labor Act. The effect of President Clinton's actions was to stop the strike and begin a process during which the PEB reviewed the positions advocated by both parties. On March 19, 1997, before the PEB issued its recommendations, American and the APA reached a second tentative agreement on a new contract. The APA Board approved the second tentative agreement on April 4, 1997, and the agreement has been submitted to the APA membership for ratification. It is anticipated that the membership's decision will be known in early May 1997. If the tentative agreement is rejected by the APA, and unless the Congress takes additional action, either party will be permitted to resort to self-help remedies, which include, but are not limited to, a strike by the members of the APA. The Company and the APA have agreed to a timetable under which neither party will resort to self-help remedies for a period of 30 days following the failure of the APA membership to ratify the tentative agreement. Any work stoppage by the APA members would have a material adverse impact on the Company. AMR Corporation (the "Company") is filing herewith a press release issued today by the Company to report first quarter 1997 earnings 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 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: April 16, 1997 3 EXHIBIT INDEX Exhibit Description 99.1 Press Release 5 Exhibit 99.1 Contact: Al Comeaux Fort Worth, Texas (CDT) (817) 967-1577 AMR REPORTS FIRST QUARTER EARNINGS OF $152 MILLION FOR RELEASE: Wednesday, April 16, 1997 FORT WORTH, Texas -- AMR Corp., parent company of American Airlines Inc., today reported first quarter net earnings of $152 million, or $1.65 per common share. The 1997 earnings compare to first quarter 1996 earnings of $157 million, or $1.84 per fully diluted share. "Despite the effects of a threatened pilot strike, strong levels of demand, combined with relatively limited capacity additions, produced good results for us," said AMR Chairman Robert L. Crandall. "While our results are testimony to the continuing strength of demand, they would have been dramatically better absent the labor dispute." "We are thus very pleased that earlier this month, the Allied Pilots Association's Board of Directors recommended the second tentative agreement to its membership," he said. "We hope the agreement will be ratified by the pilots in early May, so we can look forward to greater success in the remaining months of 1997." In a related matter, AMR recorded a $20 million pre-tax charge in the first quarter of 1997, which, together with previously accrued amounts, reflected the 5.75 million stock options being offered to the pilots at $10 below market value. This $20 million charge resulted in lower earnings per share of $0.14 after taxes. AMR also confirmed its earlier announcement that it intends to repurchase from time to time up to 5.75 million shares of its common stock in the open market to offset potential dilution from the pilot stock options. This repurchase is contingent on ratification of the tentative agreement, and the timing and amount of shares actually repurchased will depend on market conditions and other corporate considerations. ### 6 AMR CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) (In millions, except per share amounts) * Greater Than 100%
Three Months Ended March 31, Percent t 1997 1996 Change Revenues Airline Group Passenger - American Airlines $3,390 $3,287 3.1 - AMR Eagle 248 267 (7.1) Cargo 164 163 0.6 Other 204 197 3.6 4,006 3,914 2.4 The SABRE Group 440 428 2.8 Management Services Group 161 157 2.5 Less: Intergroup revenues (181) (191) (5.2) Total operating revenues 4,426 4,308 2.7 Expenses Wages, salaries and benefits 1,540 1,487 3.6 Aircraft fuel 520 441 17.9 Commissions to agents 314 315 (0.3) Depreciation and amortization 312 300 4.0 Other rentals and landing fees 218 216 0.9 Maintenance materials and repairs 195 168 16.1 Food service 161 156 3.2 Aircraft rentals 144 164 (12.2) Other operating expenses 673 660 2.0 Total operating expenses 4,077 3,907 (4.4) Operating Income 349 401 (13.0) Other Income (Expense) Interest income 27 16 68.8 Interest expense (103) (146) (29.5) Minority interest (12) - * Miscellaneous - net (4) (6) (33.3) (92) (136) (32.4 Earnings Before Income Taxes 257 265 (3.0) Income tax provision 105 108 (2.8) Net Earnings $ 152 $ 157 (3.2) Earnings Per Common Share Primary $ 1.65 $ 2.02 Fully Diluted $ 1.65 $ 1.84 Number of Shares Used in Computation Primary 92 78 Fully Diluted 92 92 7 AMR CORPORATION BUSINESS SEGMENT FINANCIAL HIGHLIGHTS (Unaudited) (In millions) * Greater Than 100%
Three Months Ended March 31, Percent 1997 1996 Change Airline Group Revenues Passenger - American Airlines $3,390 $3,287 3.1 - AMR Eagle 248 267 (7.1) Cargo 164 163 0.6 Other 204 197 3.6 4,006 3,914 2.4 Expenses Wages, salaries and benefits 1,334 1,301 2.5 Aircraft fuel 520 441 17.9 Commissions to agents 314 315 (0.3) Depreciation and amortization 262 252 4.0 Other operating expenses 1,352 1,343 0.7 Total operating expenses 3,782 3,652 3.6 Operating Income 224 262 (14.5) Other Income (Expense) (80) (134) (40.3) Earnings Before Income Taxes $ 144 $ 128 12.5 Pre-tax Margin 3.6% 3.3% 0.3 pts. The SABRE Group Revenues $ 440 $ 428 2.8 Operating Expenses 332 312 6.4 Operating Income 108 116 (6.9) Other Income (Expense) 1 (1) * Earnings Before Income Taxes $ 109 $ 115 (5.2) Pre-tax Margin 24.8% 26.9% (2.1) pts. Management Services Group Revenues $ 161 $ 157 2.5 Operating Expenses 144 134 7.5 Operating Income 17 23 (26.1) Other Income (Expense) (1) (1) - Earnings Before Income Taxes $ 16 $ 22 (27.3) Pre-tax Margin 9.9% 14.0% (4.1) pts. 8 Airline Group Operating Statistics (Unaudited)
Three Months Ended March 31, Percent 1997 1996 Change American Airlines Jet Operations: Revenue passenger miles (millions) 25,295 24,632 2.7 Available seat miles (millions) 37,520 37,554 (0.1) Cargo ton miles (millions) 480 498 (3.6) Passenger load factor 67.4% 65.6% 1.8 pts. Breakeven load factor 62.7% 59.8% 2.9 pts. Passenger revenue yield per passenger mile (cents) 13.40 13.34 0.4 Passenger revenue per available seat mile (cents) 9.04 8.75 3.3 Cargo revenue yield per ton mile (cents) 33.77 32.26 4.7 Operating expenses per available seat mile (cents) 9.40 8.97 4.8 Fuel consumption (gallons, in millions) 673 663 1.5 Fuel price per gallon (cents) 74.7 63.9 16.9 Fuel price per gallon, excluding fuel tax (cents) 69.7 59.0 18.1 Operating aircraft at period-end 643 632 1.7 AMR Eagle, Inc.: Revenue passenger miles (millions) 602 636 (5.3) Available seat miles (millions) 1,043 1,137 (8.3) Passenger load factor 57.7% 56.0% 1.7 pts. Operating aircraft at period-end 205 255 (19.6) AMR Corporation Average Equivalent Number of Employees Airline Group: AA Jet Operations 80,000 79,100 Other 10,000 10,800 Total Airline Group 90,000 89,900 The SABRE Group 8,200 7,900 Management Services Group 15,400 13,500 Total 113,600 111,300