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                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                            FORM 10-Q



[x]Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 1997.


[  ]Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Transition Period From                      to        


Commission file number 1-8400.



                        AMR Corporation
     (Exact name of registrant as specified in its charter)

        Delaware                            75-1825172
    (State or other                      (I.R.S. Employer
      jurisdiction                      Identification No.)
   of incorporation or
     organization)
                                   
 4333 Amon Carter Blvd.                          
   Fort Worth, Texas                           76155
 (Address of principal                      (Zip Code)
   executive offices)
                                   
Registrant's telephone number,   (817) 963-1234
    including area code             
                                   
                                   
                         Not Applicable
(Former name, former address and former fiscal year , if changed
                       since last report)


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes X      No        .
                                
                                
                                

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.


Common Stock, $1 par value - 91,171,362 as of November 6, 1997




 2
                                 INDEX

                            AMR CORPORATION
                                   
                                   


PART I:   FINANCIAL INFORMATION


Item 1.  Financial Statements

  Consolidated   Statement  of  Operations  --  Three  months   ended
  September 30, 1997 and 1996; Nine months ended September  30,  1997
  and 1996
  
  Condensed  Consolidated  Balance Sheet -- September  30,  1997  and
  December 31, 1996
  
  Condensed Consolidated Statement of Cash Flows -- Nine months ended
  September 30, 1997 and 1996
  
  Notes  to  Condensed Consolidated Financial Statements -- September
  30, 1997
  

Item  2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations


PART II:  OTHER INFORMATION


Item 1.  Legal Proceedings

Item 6.  Exhibits and Reports on Form 8-K


SIGNATURE

 3
                    PART I:  FINANCIAL INFORMATION

Item 1.  Financial Statements

AMR CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited) (In millions, except per share amounts)
Three Months Ended Nine Months Ended September 30, September 30, 1997 1996 1997 1996 Revenues Airline Group: Passenger - American Airlines Inc. $3,713 $3,533 $10,744 $10,330 - AMR Eagle, Inc. 262 265 766 798 Cargo 169 165 507 501 Other 233 208 658 615 4,377 4,171 12,675 12,244 The SABRE Group 456 408 1,343 1,246 Management Services Group 151 158 463 466 Less: Intergroup revenues (186) (175) (547) (536) Total operating revenues 4,798 4,562 13,934 13,420 Expenses Wages, salaries and benefits 1,591 1,464 4,687 4,448 Aircraft fuel 466 494 1,457 1,405 Commissions to agents 332 323 975 959 Depreciation and amortization 311 302 933 899 Other rentals and landing fees 228 229 673 668 Maintenance materials and repairs 227 178 641 516 Food service 176 177 510 506 Aircraft rentals 143 146 430 472 Other operating expenses 714 661 2,081 1,972 Total operating expenses 4,188 3,974 12,387 11,845 Operating Income 610 588 1,547 1,575 Other Income (Expense) Interest income 40 16 98 48 Interest expense (98) (117) (300) (386) Minority interest (10) - (32) - Miscellaneous - net - (23) (10) (28) (68) (124) (244) (366) Earnings Before Income Taxes 542 464 1,303 1,209 Income tax provision 219 182 526 477 Net Earnings $ 323 $ 282 $ 777 $ 732 Earnings Per Common Share Primary $ 3.55 $ 3.06 $ 8.46 $ 8.53 Fully Diluted $ 3.55 $ 3.06 $ 8.46 $ 8.11 Number of Shares Used in Computation Primary 91 92 92 86 Fully Diluted 91 92 92 92
The accompanying notes are an integral part of these financial statements. -1- 4 AMR CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (In millions)
September December 30, 31, 1997 1996 (Note 1) Assets Current Assets Cash $ 27 $ 68 Short-term investments 2,891 1,743 Receivables, net 1,546 1,382 Inventories, net 629 633 Deferred income taxes 403 404 Other current assets 210 240 Total current assets 5,706 4,470 Equipment and Property Flight equipment, net 8,992 9,251 Other equipment and property, net 1,859 1,882 10,851 11,133 Equipment and Property Under Capital Leases Flight equipment, net 1,902 2,016 Other equipment and property, net 161 156 2,063 2,172 Route acquisition costs, net 952 974 Other assets, net 1,767 1,748 $ 21,339 $ 20,497 Liabilities and Stockholders' Equity Current Liabilities Accounts payable $ 1,178 $ 1,068 Accrued liabilities 2,163 2,055 Air traffic liability 2,295 1,889 Current maturities of long-term debt 468 424 Current obligations under capital leases 133 130 Total current liabilities 6,237 5,566 Long-term debt, less current maturities 2,499 2,752 Obligations under capital leases, less 1,670 1,790 current obligations Deferred income taxes 829 743 Other liabilities, deferred gains, deferred credits and postretirement benefits 4,114 3,978 Stockholders' Equity Common stock 91 91 Additional paid-in capital 3,162 3,166 Treasury stock (452) - Retained earnings 3,189 2,411 5,990 5,668 $ 21,399 $ 20,497
The accompanying notes are an integral part of these financial statements. -2- 5 AMR CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (In millions)
Nine Months Ended September 30, 1997 1996 Net Cash Provided by Operating Activities $2,379 $1,988 Cash Flow from Investing Activities: Capital expenditures (670) (389) Net increase in short-term investments (1,148) (490) Proceeds from sale of equipment and property 182 232 Net cash used for investing activities (1,636) (647) Cash Flow from Financing Activities: Payments on long-term debt and capital lease obligations (318) (1,404) Repurchases of common stock (592) - Other 126 20 Net cash used for financing activities (784) (1,384) Net decrease in cash (41) (43) Cash at beginning of period 68 82 Cash at end of period $ 27 $ 39 Cash Payments For: Interest $ 313 $ 395 Income taxes 322 285
The accompanying notes are an integral part of these financial statements. -3- 6 AMR CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1.The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Results of operations for the periods presented herein are not necessarily indicative of results of operations for the entire year. The balance sheet at December 31, 1996 has been derived from the audited financial statements at that date. For further information, refer to the consolidated financial statements and footnotes thereto included in the AMR Corporation (AMR or the Company) Annual Report on Form 10-K for the year ended December 31, 1996. 2.Accumulated depreciation of owned equipment and property at September 30, 1997 and December 31, 1996, was $6.6 billion and $6.1 billion, respectively. Accumulated amortization of equipment and property under capital leases at September 30, 1997 and December 31, 1996, was $1.1 billion and $971 million, respectively. 3.As discussed in the notes to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996, the Miami International Airport Authority is currently remediating various environmental conditions at Miami International Airport (Airport) and funding the remediation costs through landing fee revenues. Future costs of the remediation effort may be borne by carriers operating at the Airport, including American Airlines, Inc. (American), through increased landing fees. The ultimate resolution of this matter is not expected to have a significant impact on the financial position or liquidity of AMR. 4.On May 5, 1997, the members of the Allied Pilots Association ratified a new labor agreement that was reached with American in March 1997. The new contract becomes amendable August 31, 2001. Among other provisions, the agreement granted pilots options to buy 5.75 million shares of AMR stock at $83.375, $10 less than the average fair market value of the stock on the date of grant, May 5, 1997. The options are immediately exercisable. To offset the potential dilution from the exercise of these options, and as previously announced, the Company intends to repurchase in the open market or in private transactions up to 5.75 million shares of its common stock. As of September 30, the Company had completed this stock repurchase. 5.On October 31, 1997, American signed a previously announced aircraft acquisition agreement with Boeing. The contract includes firm orders for 75 Boeing 737-800s, 12 Boeing 757-200s, 11 Boeing 777-200IGWs and eight Boeing 767-300ERs, with deliveries commencing in 1998 and continuing through 2004. In addition to the firm orders, American obtained "purchase rights" for additional aircraft. Subject to the availability of delivery positions, some of which are guaranteed, American has the right to acquire, at specified prices, new standard and wide-bodied aircraft with prior notice ranging from 15 to 18 months. In April 1997, the Company announced that AMR Eagle will acquire 12 new ATR 72 (Super ATR) aircraft, with deliveries beginning in July 1997 and continuing through May 1998. Three ATR aircraft were delivered in the third quarter of 1997. In June 1997, the Company announced that AMR Eagle will acquire 67 regional jets. This includes a firm order for 42 Embraer EMB-145 aircraft, with deliveries beginning in February 1998 and continuing through November 1999, and a firm order for 25 Bombardier CRJ-700 aircraft, with deliveries beginning in the first quarter of 2001 and continuing through the second quarter of 2003. Payments for the firm-order aircraft noted above will approximate $875 million in 1997, $1.5 billion in 1998, $2.2 billion in 1999, and $2.2 billion in 2000 and thereafter. -4- 7 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 6.On July 16, 1997, the Company announced that its board of directors had authorized management to repurchase up to an additional $500 million of its outstanding common stock in the open market or in private transactions from time to time over a 24-month period. A total of 276,575 shares had been repurchased as of September 30, 1997. -5- 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS For the Three Months Ended September 30, 1997 and 1996 Summary AMR recorded net earnings for the three months ended September 30, 1997, of $323 million, or $3.55 per common share. This compares to net earnings of $282 million, or $3.06 per common share for the third quarter of 1996. AMR's operating income of $610 million increased slightly compared to $588 million for the same period in 1996. AMR's operations fall within three major lines of business - the Airline Group, which includes American Airlines, Inc.'s Passenger and Cargo Divisions and AMR Eagle, Inc.; The SABRE Group, which includes AMR's information technology and consulting businesses; and the Management Services Group, which includes AMR's airline management, aviation services, and investment service activities. The following sections provide a discussion of AMR's results by reporting segment, which are described in AMR's Annual Report on Form 10-K for the year ended December 31, 1996. The minority interest in the earnings of consolidated subsidiaries of $10 million and $32 million for the three and nine months ended September 30, 1997, has not been allocated to a reporting segment. AIRLINE GROUP FINANCIAL HIGHLIGHTS (Unaudited) (Dollars in millions)
Three Months Ended September 30, 1997 1996 Revenues Passenger - American Airlines, Inc. $3,713 $3,533 - AMR Eagle, Inc. 262 265 Cargo 169 165 Other 233 208 4,377 4,171 Expenses Wages, salaries and benefits 1,380 1,271 Aircraft fuel 466 494 Commissions to agents 332 323 Depreciation and amortization 259 258 Other operating expenses 1,431 1,345 Total operating expenses 3,868 3,691 Operating Income 509 480 Other Income (Expense) (66) (109) Earnings Before Income Taxes $ 443 $ 371 Average number of equivalent employees 91,900 89,300
-6- 9 RESULTS OF OPERATIONS (continued)
OPERATING STATISTICS Three Months Ended September 30, 1997 1996 American Airlines Jet Operations Revenue passenger miles (millions) 28,500 27,808 Available seat miles (millions) 39,378 39,134 Cargo ton miles (millions) 506 486 Passenger load factor 72.4% 71.1% Breakeven load factor 61.2% 60.1% Passenger revenue yield per passenger mile (cents) 13.03 12.71 Passenger revenue per available seat mile (cents) 9.43 9.03 Cargo revenue yield per ton mile (cents) 32.05 33.50 Operating expenses per available seat mile (cents) 9.14 8.72 Fuel consumption (gallons, in millions) 712 707 Fuel price per gallon (cents) 63.5 67.4 Fuel price per gallon, excluding fuel tax (cents) 58.5 62.3 Operating aircraft at period-end 642 640 AMR Eagle, Inc. Revenue passenger miles (millions) 670 651 Available seat miles (millions) 1,070 1,111 Passenger load factor 62.6% 58.6% Operating aircraft at period-end 196 208
Operating aircraft at September 30, 1997, included:
Jet Aircraft: Regional Aircraft: Airbus A300-600R 35 ATR 42 46 Boeing 727-200 79 Super ATR 34 Boeing 757-200 90 Saab 340B 90 Boeing 767-200 8 Saab 340B Plus 25 Boeing 767-200 Extended 22 Shorts 360 1 Range Boeing 767-300 Extended 41 Total 196 Range Fokker 100 75 McDonnell Douglas DC-10-10 13 McDonnell Douglas DC-10-30 5 McDonnell Douglas MD-11 14 McDonnell Douglas MD-80 260 Total 642
87.7% of the jet aircraft fleet is Stage III, a classification of aircraft meeting noise standards as promulgated by the Federal Aviation Administration. Average aircraft age is 9.8 years for jet aircraft and 5.3 years for regional aircraft. -7- 10 RESULTS OF OPERATIONS (continued) The Airline Group's revenues increased $206 million or 4.9 percent in the third quarter of 1997 versus the same period last year. American's passenger revenues increased by 5.1 percent, $180 million, primarily as a result of strong demand for air travel driven by continual economic growth in the U.S. and abroad. American's yield (the average amount one passenger pays to fly one mile) of 13.03 cents increased by 2.5 percent compared to the same period in 1996. Domestic yields increased 1.2 percent from the third quarter of 1996. International yields increased 5.4 percent, primarily due to a 5.3 percent increase in Latin America and a 6.1 percent increase in Europe. American's traffic or revenue passenger miles (RPMs) increased 2.5 percent to 28.5 billion miles for the quarter ended September 30, 1997. American's capacity or available seat miles (ASMs) increased 0.6 percent to 39.4 billion miles in the third quarter of 1997. American's domestic traffic increased 2.6 percent on capacity increases of 1.0 percent and international traffic grew 2.1 percent despite capacity decreases of 0.3 percent. The increase in international traffic was driven by a 5.8 percent increase in traffic to Latin America on capacity growth of 5.1 percent and a 2.7 percent increase in traffic to the Pacific, partially offset by a 1.6 decrease in traffic to Europe on a capacity decrease of 7.0 percent, primarily due to the cancellation of the Miami-Frankfurt and New York Kennedy-Zurich routes. The Airline Group's operating expenses increased 4.8 percent, $177 million. American's Jet Operations cost per ASM increased 4.8 percent to 9.14 cents. Wages, salaries and benefits increased 8.6 percent, $109 million, primarily due to an increase in the average number of equivalent employees and contractual wage rate and seniority increases that are built into the Company's labor contracts.Aircraft fuel expense decreased 5.7 percent, $28 million, as the result of a 5.8 percent decrease in American's average price per gallon, including taxes. Other operating expenses increased by $86 million, primarily as a result of a $48 million increase in maintenance materials and repairs expense due to additional aircraft check lines added at American's maintenance bases as a result of the maturing of its fleet. Other Income (Expense) decreased 39.4 percent or $43 million. Interest expense decreased $19 million primarily due to the retirement of debt prior to scheduled maturity. Interest income increased approximately $7 million due primarily to higher investment balances. Other income (expense) in the third quarter of 1996 also included a $21 million provision for a cash payment representing American's share of a multi-carrier travel agency class action litigation settlement. -8- 11 RESULTS OF OPERATIONS (continued) THE SABRE GROUP FINANCIAL HIGHLIGHTS (Unaudited) (Dollars in millions)
Three Months Ended September 30, 1997 1996 Revenues $ 456 $ 408 Operating Expenses 368 319 Operating Income 88 89 Other Income (Expense) 4 (15) Earnings Before Income Taxes $ 92 $ 74 Average number of equivalent employees 8,600 7,800
Revenues Revenues for The SABRE Group increased 11.8 percent, $48 million, primarily due to growth in booking fees. The growth in booking fees was due to an overall increase in the price per booking and to an increase in booking volumes, primarily in Europe and Latin America, partly offset by a decline in domestic U.S. booking volumes. Revenues from technology solution services provided by The SABRE Group to its unaffiliated customers increased approximately $13 million due to an increase in software development, consulting and software license fee revenues. Expenses Operating expenses increased 15.4 percent, $49 million, due primarily to an increase in salaries, benefits and employee related costs, and subscriber incentive expenses. Salaries, benefits and employee related costs increased due to an increase in the average number of equivalent employees necessary to support The SABRE Group's revenue growth and to annual salary increases. Employee related costs also increased due to increased travel expenses. Subscriber incentive expenses increased in order to maintain and grow The SABRE Group's travel agency subscriber base. Other Income (Expense) Other income (expense) increased $19 million, 73.3 percent. Interest expense decreased $9 million due to a lower principal balance outstanding on the subordinated debenture payable to AMR. Interest income increased approximately $7 million due to higher investment balances. -9- 12 RESULTS OF OPERATIONS (continued) MANAGEMENT SERVICES GROUP FINANCIAL HIGHLIGHTS (Unaudited) (Dollars in millions)
Three Months Ended September 30, 1997 1996 Revenues $ 151 $ 158 Operating Expenses 138 139 Operating Income 13 19 Other Income (Expense) 4 - Earnings Before Income Taxes $ 17 $ 19 Average number of equivalent employees 15,600 14,700
Revenues Revenues for the Management Services Group decreased 4.4 percent, or $7 million. The decrease was primarily the result of lower revenues for AMR Combs due to the March 1997 sale of its aircraft parts division, decreased telemarketing services provided by TeleService Resources, and a reduction in fees for services provided by Airline Management Services to Canadian Airlines International Limited. This decrease was partially offset by higher revenues for AMR Distribution Systems and AMR Airline Services as a result of increased airline passenger, ramp and cargo handling services. Expenses Operating expenses decreased 0.7 percent, $1 million, primarily due to a decrease in expenses associated with the AMR Combs aircraft parts division sold in March 1997 and decreased telemarketing services related to its TeleService Resource division. This decrease was substantially offset by an increase in wages, salaries and benefits resulting from an increase in the average number of equivalent employees. -10- 13 RESULTS OF OPERATIONS (continued) For the Nine Months Ended September 30, 1997 and 1996 Summary AMR recorded net earnings for the nine months ended September 30, 1997, of $777 million, or $8.46 per common share. This compares with net earnings of $732 million, or $8.53 per common share ($8.11 fully diluted) for the same period in 1996. AMR's operating income decreased 1.8 percent or $28 million. AIRLINE GROUP FINANCIAL HIGHLIGHTS (Unaudited) (Dollars in millions)
Nine Months Ended September 30, 1997 1996 Revenues Passenger - American Airlines, Inc. $10,744 $10,330 - AMR Eagle, Inc. 766 798 Cargo 507 501 Other 658 615 12,675 12,244 Expenses Wages, salaries and benefits 4,059 3,878 Aircraft fuel 1,457 1,405 Commissions to agents 975 959 Depreciation and amortization 781 757 Other operating expenses 4,190 4,019 Total operating expenses 11,462 11,018 Operating Income 1,213 1,226 Other Income (Expense) (223) (348) Earnings Before Income Taxes $ 990 $ 878 Average number of equivalent employees 90,800 89,000
-11- 14 RESULTS OF OPERATIONS (continued)
OPERATING STATISTICS Nine Months Ended September 30, 1997 1996 American Airlines Jet Operations Revenue passenger miles (millions) 81,113 79,119 Available seat miles (millions) 115,636 115,128 Cargo ton miles (millions) 1,507 1,504 Passenger load factor 70.1% 68.7% Breakeven load factor 61.3% 59.5% Passenger revenue yield per passenger mile (cents) 13.25 13.06 Passenger revenue per available seat mile (cents) 9.29 8.97 Cargo revenue yield per ton mile (cents) 33.22 32.83 Operating expenses per available seat mile (cents) 9.23 8.84 Fuel consumption (gallons, in millions) 2,082 2,057 Fuel price per gallon (cents) 67.7 65.8 Fuel price per gallon, excluding fuel tax 62.8 60.9 (cents) Operating aircraft at period-end 642 640 AMR Eagle, Inc. Revenue passenger miles (millions) 1,924 1,962 Available seat miles (millions) 3,160 3,350 Passenger load factor 60.9% 58.6% Operating aircraft at period-end 196 208
-12- 15 RESULTS OF OPERATIONS (continued) The Airline Group's revenues increased $431 million or 3.5 percent during the first nine months of 1997 versus the same period last year. American's passenger revenues increased by 4.0 percent, $414 million. American's yield (the average amount one passenger pays to fly one mile) of 13.25 cents increased by 1.5 percent compared to the same period in 1996. Domestic yields increased 0.2 percent from the first nine months of 1996. International yields increased 4.2 percent, reflecting a 4.7 percent increase in Latin America and a 3.4 percent increase in Europe. American's traffic or revenue passenger miles (RPMs) increased 2.5 percent to 81.1 billion miles for the nine months ended September 30, 1997. American's capacity or available seat miles (ASMs) increased 0.4 percent to 115.6 billion miles in the first nine months of 1997. American's domestic traffic increased 2.4 percent on capacity increases of 0.7 percent and international traffic grew 2.9 percent on capacity decreases of 0.2 percent. The overall increase in international traffic was driven by a 7.1 percent increase in traffic to Latin America on capacity growth of 3.8 percent, partially offset by a 4.9 percent decrease in Pacific traffic on a capacity decrease of 3.8 percent. The Airline Group's operating expenses increased 4.0 percent, $444 million. American's Jet Operations cost per ASM increased by 4.4 percent to 9.23 cents. Wages, salaries and benefits increased $181 million, 4.7 percent, primarily due to an increase in the average number of equivalent employees and contractual wage rate and seniority increases that are built into the Company's labor contracts. Aircraft fuel expense increased 3.7 percent, $52 million, due to a 2.9 percent increase in American's average price per gallon, including taxes, and a 1.2 percent increase in American's fuel consumption. Other operating expenses increased by $171 million, primarily as a result of a $123 million increase in maintenance materials and repairs expense due to additional aircraft check lines added at American's maintenance bases as a result of the maturing of its fleet. Other Income (Expense) decreased 35.9 percent or $125 million. Interest expense decreased $90 million primarily due to the retirement of debt prior to scheduled maturity and the conversion to common stock in May 1996 of $1.02 billion in convertible subordinated debentures. Interest income increased approximately $27 million primarily due to higher investment balances. Other income (expense) in the third quarter of 1996 also included a $21 million provision for a cash payment representing American's share of a multi-carrier travel agency class action litigation settlement. -13- 16 RESULTS OF OPERATIONS (continued) THE SABRE GROUP FINANCIAL HIGHLIGHTS (Unaudited) (Dollars in millions)
Nine Months Ended September 30, 1997 1996 Revenues $1,343 $1,246 Operating Expenses 1,054 960 Operating Income 289 286 Other Income (Expense) 8 (17) Earnings Before Income Taxes $ 297 $ 269 Average number of equivalent employees 8,400 7,900
Revenues Revenues for The SABRE Group increased 7.8 percent, $97 million, primarily due to growth in booking fees. The growth in booking fees was due to an overall increase in the price per booking and to an increase in booking volumes, primarily in Europe and Latin America. Revenues from technology solution services provided by The SABRE Group to its unaffiliated customers increased approximately $21 million due to an increase in software development, consulting and software license fee revenues. Expenses Operating expenses increased 9.8 percent, $94 million, due primarily to an increase in salaries, benefits and employee related costs, and subscriber incentive expenses. Salaries, benefits and employee related costs increased due to an increase in the average number of equivalent employees necessary to support The SABRE Group's revenue growth and to annual salary increases. Employee related costs also increased due to increased travel expenses. Subscriber incentive expenses increased in order to maintain and grow The SABRE Group's travel agency subscriber base. Other Income (Expense) Other income (expense) increased $25 million primarily due to an increase in interest income on higher investment balances and an increase in income from joint ventures in which The SABRE Group owns an interest accounted for under the equity method. -14- 17 RESULTS OF OPERATIONS (continued) MANAGEMENT SERVICES GROUP FINANCIAL HIGHLIGHTS (Unaudited) (Dollars in millions)
Nine Months Ended September 30, 1997 1996 Revenues $ 463 $ 466 Operating Expenses 418 403 Operating Income 45 63 Other Income (Expense) 3 (1) Earnings Before Income Taxes $ 48 $ 62 Average number of equivalent employees 15,500 14,300
Revenues Revenues for the Management Services Group decreased 0.6 percent, or $3 million. The decrease was primarily the result of lower revenues for AMR Combs due to the March 1997 sale of its aircraft parts division and a reduction in fees for services provided by Airline Management Services to Canadian Airlines International Limited. This decrease was partially offset by higher revenues for AMR Distribution Systems and AMR Airline Services as a result of increased airline passenger, ramp and cargo handling services. Expenses Operating expenses increased 3.7 percent, $15 million, due primarily to an increase in wages, salaries and benefits resulting from an increase in the average number of equivalent employees. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities in the nine month period ended September 30, 1997, was $2.4 billion, an increase of $391 million over the same period in 1996. Capital expenditures for the first nine months of 1997 were $670 million, and included purchase deposits on new aircraft orders of $231 million, computer related equipment of $165 million, and the acquisition of three ATR aircraft. These capital expenditures were financed with internally generated cash. Proceeds from the sale of equipment and property of $182 million for the first nine months of 1997 include proceeds received upon the delivery of two of American's McDonnell Douglas MD-11 aircraft to Federal Express Corporation in accordance with the 1995 agreement between the two parties. During 1997, the Company has signed or announced firm orders to acquire the following aircraft: 75 Boeing 737-800s, 12 Boeing 757- 200s, 11 Boeing 777-IGWs, eight Boeing 767-300ERs, 42 Embraer EMB- 145s, 25 Bombardier CJR-700s, and 12 ATR 72s. Deliveries of these aircraft commenced during the third quarter of 1997 and will continue through 2004. Payments for these aircraft will approximate $875 million in 1997, $1.5 billion in 1998, $2.2 billion in 1999, and $2.2 billion in 2000 and thereafter. The Company will determine the method of financing these aircraft acquisitions near their respective delivery date; however, deliveries in 1997 and 1998 are currently expected to be financed with internally generated funds as well as external financing. -15- 18 LIQUIDITY AND CAPITAL RESOURCES (continued) As of September 30, 1997, the Company had completed its previously announced plans to repurchase 5.75 million shares to offset the potential dilution from the exercise of options granted to pilots. Through September 30, approximately 1.1 million shares had been reissued upon the exercise of stock options, resulting in proceeds of approximately $95 million to the Company. On July 16, 1997, the Company announced that its board of directors had authorized management to repurchase up to an additional $500 million of its outstanding common stock in the open market or in private transactions from time to time over a 24-month period. A total of 276,575 shares had been repurchased as of September 30. The Company expects to spend approximately $470 million to repurchase the remainder of the outstanding shares. AIRLINE TRANSPORTATION TAXES The Federal airline passenger excise tax, which was reimposed in the first quarter of 1997, expired on September 30, 1997. A replacement tax mechanism took effect on October 1, 1997. Over a five year period on a sliding scale, the airline ticket tax will be reduced from ten percent to 7.5 percent and a $3 per passenger segment fee will be phased in. Additionally, the fee for international arrivals and departures was increased from $6 per departure to $12 for each arrival and departure and a 7.5 percent tax was added on the purchase of frequent flyer miles. The ultimate impact of the new taxes on AMR cannot be determined at this time. TRAVEL AGENCY COMMISSION During the third quarter of 1997, the Company implemented changes to its travel agency commission payment plan, which lowered the base commission paid to travel agents from 10 percent to 8 percent on all tickets purchased in the U.S and Canada for both domestic and international travel. The ultimate impact of the new travel agency commission structure on AMR cannot be determined at this time. YEAR 2000 COMPLIANCE The Company has implemented a Year 2000 compliance program designed to ensure that the Company's computer systems and applications will function properly beyond 1999. Such program includes both systems and applications operated by the Company's businesses as well as software licensed to or operated for third parties by The SABRE Group. The Company believes that it has allocated adequate resources for this purpose and expects its Year 2000 date conversion program to be completed on a timely basis. However, there can be no assurance that the systems of other parties upon which the Company's businesses also rely will be converted on a timely basis. The Company's business, financial condition, or results of operations could be materially adversely affected by the failure of its systems and applications, those licensed to or operated for third parties, or those operated by other parties to properly operate or manage dates beyond 1999. The Company expects to incur significant internal staff costs, as well as consulting and other expenses, related to infrastructure and facilities enhancements necessary to prepare its system for the Year 2000. However, a portion of these costs will not be incremental costs to the Company, but rather will represent the redeployment of existing information technology resources. The Company cannot presently determine the amount of such costs that will be incremental. Maintenance or modification costs associated with making existing computer systems Year 2000 compliant will be expensed as incurred. -16- 19 RECENT ACCOUNTING PRONOUNCEMENTS In February 1997, the FASB issued Statement of Financial Accounting Standards No. 128, Earnings per Share (SFAS 128), which the Company will be required to initially adopt in the fourth quarter of 1997. At that time, the Company will be also required to restate all prior periods in accordance with SFAS 128. The Company anticipates that the adoption of SFAS 128 will not have a significant impact on its reporting of earnings per share for 1997 or prior years. In June 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information (SFAS 131), effective for years beginning after December 15, 1997. SFAS No. 131 supersedes SFAS No. 14, Financial Reporting for Segments of a Business Enterprise, and requires that a public company report annual and interim financial and descriptive information about its reportable operating segments pursuant to criteria that differ from current accounting practice. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Because this statement addresses how supplemental financial information is disclosed in annual and interim reports, the adoption will have no impact on the Company's financial statements, but may affect the disclosure of segment information. -17- 20 PART II: OTHER INFORMATION Item 1. Legal Proceedings In January 1985, American announced a new fare category, the "Ultimate SuperSaver," a discount, advance purchase fare that carried a 25 percent penalty upon cancellation. On December 30, 1985, a class action lawsuit was filed in Circuit Court, Cook County, Illinois entitled Johnson vs. American Airlines, Inc. The Johnson plaintiffs allege that the 10 percent federal excise transportation tax should have been excluded from the "fare" upon which the 25 percent penalty was assessed. Summary judgment was granted in favor of American but subsequently reversed and vacated by the Illinois Appellate Court. In August 1997, the Court denied the plaintiff's motion for class certification. American is vigorously defending the lawsuit. In connection with its frequent flyer program, American was sued in two cases (Wolens et al v. American Airlines, Inc., No. 88 CH 7554, and Tucker v. American Airlines, Inc., No. 89CH199) seeking class action certification that were consolidated and are currently pending in the Circuit Court of Cook County, Illinois. The litigation arises from certain changes made to American's AAdvantage frequent flyer program in May 1988 which limited the number of seats available to participants traveling on certain awards and established blackout dates during which no AAdvantage seats would be available for certain awards. In the consolidated action, the plaintiffs allege that these changes breached American's contract with AAdvantage members, seek money damages for the alleged breach and attorney's fees and seek to represent all persons who joined the AAdvantage program before May 1988 and accrued mileage credits before the seat limitations were introduced. The complaint originally asserted several state law claims, however only the plaintiffs' breach of contract claim remains after the U. S. Supreme Court ruled that federal law preempted the other claims. Although the case has been pending for numerous years, it still is in its preliminary stages. The court has not ruled as to whether the case should be certified as a class action. American is vigorously defending the lawsuit. Another frequent flyer case, Gutterman et al. v. American Airlines, Inc., is also pending in the Circuit Court of Cook County, Illinois, arising from an announced increase in AAdvantage mileage credits required for free travel. In December 1993, American announced that the number of miles required to claim a certain travel award under American's AAdvantage frequent flyer program would be increased effective February 1, 1995, giving rise to the Gutterman litigation filed on that same date. The Gutterman plaintiffs claim that the announced increase in award mileage level violated the terms and conditions of the agreement between American and AAdvantage members. The plaintiffs seek class certification of this action, although the court has yet to rule on the issue. To date, only limited discovery has been undertaken. American is vigorously defending the lawsuit. On October 22, 1997, federal agents executed a search warrant at American Airlines Miami facilities. American has learned that a federal grand jury is investigating whether American handled hazardous materials and processed courier shipments, cargo and excess baggage in accordance with applicable laws and regulations. In connection with this investigation, American has been served with a subpoena calling for the production of documents relating to the handling of courier shipments, cargo, excess baggage and hazardous materials. American is in the process of producing documents responsive to the subpoena and intends to cooperate fully with the government's investigation. -18- 21 PART II Item 6. Exhibits and Reports on Form 8-K The following exhibits are included herein: 11 Computation of earnings per share. 27 Financial Data Schedule. On July 16, 1997, AMR filed a report on Form 8-K relative to a press release issued to report the Company's second quarter 1997 earnings and to announce that the Company's board of directors authorized management to repurchase additional shares of its outstanding common stock. -19- 22 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 thereunto duly authorized. AMR CORPORATION Date: November 14, 1997 BY: /s/ Gerard J. Arpey Gerard J. Arpey Senior Vice President and Chief Financial Officer -20- 23 EXHIBIT 11 AMR CORPORATION Computation of Earnings Per Share (In millions, except per share amounts)
Three Months Ended Nine Months Ended September 30, September 30, 1997 1996 1997 1996 Primary: Earnings applicable to $ 323 $ 282 $ 777 $ 732 common shares Average shares outstanding 88 91 90 85 Add shares issued upon assumed conversion of dilutive options, stock appreciation rights and warrants and shares assumed issued for deferred stock granted 9 3 6 3 Less assumed treasury shares purchased (6) (2) (4) (2) Total primary shares 91 92 92 86 Primary earnings per share $ 3.55 $ 3.06 $ 8.46 $ 8.53 Fully diluted: Earnings applicable to common shares 323 282 777 732 Adjustments: Add interest upon assumed conversion of 6.125% convertible subordinated debentures, net of tax - - - 14 (a) Add dividends upon assumed conversion of convertible preferred stock - - - 1 (a) Earnings, as adjusted $ 323 $ 282 $ 777 $ 747 Average shares outstanding 88 91 90 85 Add shares issued upon: Assumed conversion of 6.125% convertible subordinated debentures - - - 5 Assumed conversion of preferred stock - - - 1 Assumed conversion of dilutive options, stock appreciation rights and warrants and shares assumed issued for deferred stock granted 9 3 6 3 Less assumed treasury hares purchased (6) (2) (4) (2) Total fully diluted shares 91 92 92 92 Fully diluted earnings per share $ 3.55 $ 3.06 $ 8.46 $ 8.11 -21-
(a) Through date of actual conversion.
 

5 1,000,000 9-MOS DEC-31-1997 SEP-30-1997 27 2,891 1,567 21 629 5,706 20,611 7,697 21,339 6,237 4,169 0 0 91 5,899 21,339 0 13,934 0 12,387 0 0 300 1,303 526 777 0 0 0 777 8.46 8.46