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 15, 1998 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 AMR Corporation (the "Company") is filing herewith two press releases issued today (April 15, 1998) by the Company (Exhibits 99.1 and 99.2). The press releases are incorporated by reference hereto. The first press release (Exhibit 99.1) was issued to report first quarter 1998 earnings and to announce a proposed two- for-one stock split in the form of a stock dividend. The second press release (Exhibit 99.2) was issued to announce that Robert L. Crandall, Chairman, President and CEO of the Company and Chairman and CEO of American Airlines, Inc. ("American"), the principal subsidiary of the Company, will retire from his affiliations with the Company and American after the AMR annual meeting on May 20, 1998. Donald J. Carty, currently an Executive Vice President of the Company and President of American, has been chosen by the Board of Directors to succeed Mr. Crandall. Item 7. Financial Statements and Exhibits The following exhibits are included herein: 99.1 Press Release 99.2 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 15, 1998 4 EXHIBIT INDEX Exhibit Description 99.1 Press Release 99.2 Press Release 5 Exhibit 99.1 Contact: Tim Kincaid Fort Worth, Texas 817-967-1577 FOR RELEASE: Wednesday, April 15, 1998 AMR REPORTS FIRST QUARTER EARNINGS OF $290 MILLION; 2-FOR-1 STOCK SPLIT PROPOSED FORT WORTH, Texas -- AMR Corp., parent company of American Airlines Inc., today reported first quarter net earnings of $290 million, or $3.24 per common share diluted, a 91 percent improvement over net earnings of $152 million, or $1.65 per common share diluted, during the same period in 1997. "We had a very gratifying first quarter, during which strong demand, sensible pricing, modest industry capacity growth and favorable fuel prices created good business conditions for our company," said Robert L. Crandall, AMR's chairman and chief executive officer. "In addition, much of the credit for our success goes to our employees around the world -- whose dedication and teamwork contributed to better on-time performance and who gave our customers the good service for which American is noted." AMR also announced that it plans a 2-for-1 stock split in the form of a stock dividend. The split is subject to stockholder approval of an amendment to the company's Certificate of Incorporation at AMR's annual meeting, scheduled for May 20 in Fort Worth. If approved, the stock split will be effective for shareholders of AMR's common stock of record on May 26, 1998 and stock certificates for the new shares will be distributed on or about June 9, 1998. "We have done very well during the past several years in meeting our obligation to deliver value to our stockholders," Crandall said. "The price of a share of AMR common stock has more than doubled in the last three years, making AMR the highest- priced airline stock in the U.S., and one of the highest-priced stocks traded on the New York Stock Exchange. We believe this stock split will make it easier for small investors to buy AMR stock, thereby broadening AMR's shareholder base and improving trading liquidity." ### 6 AMR CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) (In millions, except per share amounts) * Greater Than 100% ** The 1997 earnings per share amounts have been restated as required to comply with Statement of Financial Accounting Standards No. 128, "Earnings Per Share."
Three Months Ended March 31, Percent 1998 1997 Change Revenues Airline Group Passenger - American Airlines $3,578 $3,390 5.5 - AMR Eagle 256 248 3.2 Cargo 163 164 (0.6) Other 226 204 10.8 4,223 4,006 5.4 The SABRE Group 554 440 25.9 Management Services Group 160 161 (0.6) Less: Intergroup revenues (200) (181) 10.5 Total operating revenues 4,737 4,426 7.0 Expenses Wages, salaries and benefits 1,624 1,540 5.5 Aircraft fuel 415 520 (20.2) Commissions to agents 301 314 (4.1) Depreciation and amortization 323 312 3.5 Maintenance materials and 232 195 19.0 Other rentals and landing fees 218 218 - Food service 164 161 1.9 Aircraft rentals 142 144 (1.4) Other operating expenses 761 673 13.1 Total operating expenses 4,180 4,077 2.5 Operating Income 557 349 59.6 Other Income (Expense) Interest income 34 27 25.9 Interest expense (78) (103) (24.3) Minority interest (13) (12) 8.3 Miscellaneous - net (15) (4) * (72) (92) (21.7) Earnings Before Income Taxes 485 257 88.7 Income tax provision 195 105 85.7 Net Earnings $ 290 $ 152 90.8 Earnings Per Common Share (**) Basic $ 3.35 $ 1.67 Diluted $ 3.24 $ 1.65 Number of Shares Used in Computation Basic 86 91 Diluted 89 92 7 AMR CORPORATION BUSINESS SEGMENT FINANCIAL HIGHLIGHTS (Unaudited) (In millions) * Greater Than 100%
Three Months Ended March 31, Percent 1998 1997 Change Airline Group Revenues Passenger - American Airlines $3,578 $3,390 5.5 - AMR Eagle 256 248 3.2 Cargo 163 164 (0.6) Other 226 204 10.8 4,223 4,006 5.4 Expenses Wages, salaries and benefits 1,382 1,334 3.6 Aircraft fuel 415 520 (20.2) Commissions to agents 301 314 (4.1) Depreciation and amortization 258 262 (1.5) Maintenance materials and 229 193 18.7 Other operating expenses 1,213 1,159 4.7 Total operating expenses 3,798 3,782 0.4 Operating Income 425 224 89.7 Other Expense (62) (80) (22.5) Earnings Before Income Taxes $ 363 $ 144 * Pre-tax Margin 8.6% 3.6% 5.0 pts. The SABRE Group Revenues $ 554 $ 440 25.9 Operating Expenses 439 332 32.2 Operating Income 115 108 6.5 Other Income 2 1 * Earnings Before Income Taxes $ 117 $ 109 7.3 Pre-tax Margin 21.1% 24.8% (3.7) pts. Management Services Group Revenues $ 160 $ 161 (0.6) Operating Expenses 143 144 (0.7) Operating Income 17 17 - Other Income (Expense) 1 (1) * Earnings Before Income Taxes $ 18 $ 16 12.5 Pre-tax Margin 11.3% 9.9% 1.4 pts. 8 Airline Group Operating Statistics (Unaudited)
Three Months Ended March 31, Percent 1998 1997 Change American Airlines Jet Operations: Revenue passenger miles 25,388 25,295 0.4 (millions) Available seat miles 37,707 37,520 0.5 (millions) Cargo ton miles (millions) 496 480 3.3 Passenger load factor 67.3% 67.4% (0.1) pts. Breakeven load factor 58.3% 62.7% (4.4) pts. Passenger revenue yield per passenger mile (cents) 14.09 13.40 5.1 Passenger revenue per available seat mile (cents) 9.49 9.04 5.0 Cargo revenue yield per ton mile 32.55 33.77 (3.6) (cents) Operating expenses per available seat mile (cents) 9.35 9.40 (0.5) Fuel consumption (gallons, in millions) 681 673 1.2 Fuel price per gallon (cents) 58.9 74.7 (21.1) Fuel price per gallon, excluding fuel tax (cents) 53.9 69.7 (22.7) Operating aircraft at period-end 639 643 (0.6) AMR Eagle: Revenue passenger miles 615 602 2.2 (millions) Availabl seat miles 1,071 1,043 2.7 (millions) Passenger load factor 57.4% 57.7% (0.3) pts. Operating aircraft at period-end 202 205 (1.5) AMR Corporation Average Equivalent Number of Employees Airline Group: AA Jet Operations 80,800 80,000 Other 10,200 10,000 Total Airline Group 91,000 90,000 The SABRE Group 10,700 8,200 Management Services Group 12,900 15,400 Total 114,600 113,600 9 Exhibit 99.2 Contact: Corporate Communications Fort Worth, Texas 817-967-1577 FOR RELEASE: Wednesday, April 15, 1998 CRANDALL ANNOUNCES RETIREMENT ON MAY 20 FORT WORTH, Texas -- AMR Corporation announced today that its long-time Chairman and Chief Executive Officer, Robert L. Crandall, who is 62, has decided to retire on May 20, 1998, following the Company's Annual Meeting. Mr. Crandall announced his decision to the Board of Directors at its regular April meeting, which was held today at AMR's headquarters. Charles T. Fisher III, the Board's longest serving member, said on behalf of the Board, "Bob Crandall has been a great industry innovator and leaves AMR strong and well positioned for the future. He is an outstanding individual and an extraordinarily capable executive; the Board is very sorry he has chosen to retire. However, he has been discussing this possibility with us for some time and his decision is thus not entirely unexpected. While we will miss Bob's leadership, we all understand his desire for more time to devote to his family and his many other interests." "Moreover, we share his enthusiasm for the capabilities of Don Carty and the AMR management team and we are confident the transition ahead will be a smooth one," Fisher said. The Board has elected Donald J. Carty to succeed Mr. Crandall as Chairman, President and Chief Executive Officer of AMR and as Chairman and Chief Executive Officer of American Airlines. Mr. Carty will retain the title of President of American Airlines. Crandall joined American Airlines in 1973 as Senior Vice President-Finance, became Senior Vice President-Marketing in 1974 and President in 1980. In 1985, following the retirement of Albert V. Casey, he became Chairman, President and Chief Executive Officer of both AMR Corporation and American Airlines, continuing in all those roles until 1995, when Donald J. Carty was named President of American Airlines. Donald J. Carty served as Senior Vice President and Controller of American Airlines before leaving in 1985 to become President and Chief Executive Officer of CP Air in Canada. He returned to American in March of 1987 as Senior Vice President- Airline Planning. Carty became Executive Vice President-Finance and Planning in 1989 and President of American and AMR's Airline Group in 1995. It is anticipated that Carty will also succeed Crandall as Chairman of The Sabre Group, an independent company in which AMR has an 82% equity interest, and of several other AMR subsidiaries. ##