1 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, 2001 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 2 EXHIBIT INDEX Located at Page Number Exhibit (23) CONSENT OF EXPERTS AND COUNSEL: 23.1 Consent of Ernst & Young LLP 14 3 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 24, 2002 4 Financial Statements and Supplemental Schedule $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries As of December 31, 2001 and 2000, and for the Year ended December 31, 2001 5 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Financial Statements and Supplemental Schedule As of December 31, 2001 and 2000, and for the Year ended December 31, 2001 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) 12 6 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, 2001 and 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. 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, 2001 and 2000, and the changes in its net assets available for benefits for the year ended December 31, 2001, 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, 2001, 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. /s/ Ernst & Young LLP _____________________ May 13, 2002 Ernst & Young LLP 7 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Statements of Net Assets Available for Benefits See accompanying notes. 2
December 31 2001 2000 (In Thousands) Assets Investments $ 3,856,266 $ 3,401,818 Contributions receivable 17,203 5,573 Interest and dividends receivable 7,385 8,779 Other receivable 2,000 8,615 Total assets 3,882,854 3,424,785 Liabilities Other payables - 727 Total liabilities - 727 Net assets available for benefits $ 3,882,854 $ 3,424,058 8 $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, 2001 (In Thousands) See accompanying notes. 3
Contributions: Employee $ 621,500 Employer 15,805 637,305 Interest and dividends 97,585 Net depreciation in fair value of investments (171,048) Distribution payments (106,305) Transfer to the Plan 6,706 Administrative expenses (5,447) Increase in net assets available for benefits 458,796 Net assets available for benefits at beginning of year 3,424,058 Net assets available for benefits at end of year $ 3,882,854 9 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Notes to Financial Statements December 31,2001 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), 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. Towers Perrin provides recordkeeping and other contract administration services for the Plan. State Street Bank and Trust Company serves as Plan trustee. During 2002, the Company will change service providers relating to its recordkeeping and other contract administration services and its Plan trustee. Income Tax Status The Plan has received a determination letter from the Internal Revenue Service dated May 29, 1998, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. 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 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. 4 10 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 employee participants with less than ten years of service in an amount up to 50 percent of the first six percent of each participant's salary. Employee participants with ten years or more of service are eligible to receive 50 percent of the first eight percent of each participant's salary. Effective January 1, 2001, American provided its current, non- contract 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, were eligible for the Plan's employer match after the completion of one year of service, and receive no benefits under the Pension Plan. 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 $210 million of TWA rollovers are included in employee contributions for the year ended December 31, 2001. By December 31, 2001, the employer match for former TWA employees was eliminated. 5 11 1. Plan Description (continued) Participants are immediately vested in their contributions plus earnings thereon. Full vesting in the employer contribution portion of each participant's account plus earnings thereon occurs after five 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 and then to reduce future employer contributions. 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. 6 12 1. Plan Description (continued) Transfer to the Plan During 2001, final assets in the amount of $6,706,313 were transferred into the Plan in conjunction with AMR Eagle's purchase of Business Express, Inc. in March 1999. 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. 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 cost which approximates fair value. State Street Bank and Trust Company is the carrier of the Short-Term Investment Fund and this fund is valued at cost 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. Purchases and sales of securities are reflected on the trade dates. 7 13 2. Summary of Significant Accounting Policies (continued) Net Depreciation in Fair Value of Investments 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. Capital gains are determined by the management of the American AAdvantage Funds or other mutual funds. Investment Income Investment income is allocated to participants' accounts based on their pro rata balances within each fund. Dividend and interest income is recorded as earned on the accrual basis. 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. Basis of Accounting The Plan's financial statements have been prepared on the accrual basis of accounting. 8 14 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). 9
December 31 2001 2000 American AAdvantage Large Cap Value Fund $687,745* $736,283* American AAdvantage Short-Term Bond Fund 80,725 56,443 American AAdvantage Intermediate Bond Fund 99,681 48,937 American AAdvantage Balanced Fund 267,179 * 255,854 * American AAdvantage International Equity Fund 242,323 * 354,275 * American AAdvantage S&P 500 Index Fund 228,121 * 316,959 * American AAdvantage Small Cap Value Fund 176,665 53,047 American Airlines Federal Credit Union Demand Deposits 773,048 * 527,116 * State Street Bank And Trust Company Short-Term Investment Fund 1,703 1,312 Participant Loans 188,444 161,166 American AAdvantage Emerging Markets Fund 6,241 2,762 American AAdvantage International Equity Index Fund 3,747 3,526 American AAdvantage Small Cap Index Fund 11,747 13,368 American AAdvantage Large Cap Growth Fund 29,785 16,530 15 3. Investments (continued) 10
December 31 2001 2000 Company Stock Fund $ 12,265 $ - T. Rowe Price Science & Technology Fund 41,636 55,126 T. Rowe Price Mid-Cap Growth Fund 96,962 104,404 Janus Fund 199,744 * 318,308 * Fidelity Diversified International Fund 69,583 87,845 Fidelity Puritan Fund 31,294 24,560 Fidelity U.S. Bond Index Fund 67,756 22,156 Dreyfus Emerging Markets Fund 16,663 12,704 Dreyfus Founders Discovery Fund 56,275 79,624 Dreyfus Midcap Value Fund 167,124 64,651 Dodge & Cox Stock Fund 117,185 36,635 Berger Small Cap Value Fund 182,397 48,227 American Select Cash Reserve Fund 228 - $3,856,266 $3,401,818 16 4. Subsequent Events Employees hired on or after January 1, 2002 will not be eligible for benefits under the Pension Plan but may elect to participate in the Plan. Effective January 1, 2002, full vesting of the employer portion of each participant's account plus earnings thereon occurs after three years of service, as defined by the Plan. 11 17 Supplemental Schedule 18 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Schedule H; Line 4i- Schedule of Assets (Held At End of Year) EIN: 13-1502798 Plan#:013 December 31, 2001 12
(c) (b) Description of Investment Identity of Issue, Including Maturity Date, Borrower, Rate of Interest, (e) Lessor, or Similar Collateral, Par, or Current (a) Party Maturity Value Value American AAdvantage American AAdvantage Large Funds Cap Value Fund $687,744,498 American AAdvantage American AAdvantage Short- Funds Term Bond Fund 80,725,384 American AAdvantage American AAdvantage Funds Intermediate Bond Fund 99,680,547 American AAdvantage American AAdvantage Funds Balanced Fund 267,178,890 American AAdvantage American AAdvantage Funds International Equity Fund 242,323,069 American AAdvantage American AAdvantage S&P 500 Funds Index Fund 228,120,610 American AAdvantage American AAdvantage Small Funds Cap Value Fund 176,664,927 * American Airlines Demand deposit accounts 773,048,361 Federal Credit Union * Plan participants Participant loans, 6% to 12%, maturing through 2014 188,443,396 * State Street Bank & State Street Bank & Trust Trust Company Company Short-Term Investment Fund 1,703,339 American AAdvantage American AAdvantage Funds Emerging Markets Fund 6,241,350 American AAdvantage American AAdvantage International Funds Equity Index Fund 3,746,686 19 $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries Schedule H; Line 4i- Schedule of Assets (Held At End of Year) (Continued) EIN: 13-1502798 Plan#:013 December 31, 2001 *Party-in-interest Column (d) is not applicable as all investments are participant directed. 13
(c) (b) Description of Investment Identity of Issue, Including Maturity Date, Borrower, Rate of Interest, (e) Lessor, or Similar Collateral, Par, or Current (a) Party Maturity Value Value American AAdvantage American Aadvantage Large Funds Cap Growth Fund $ 29,784,655 American AAdvantage American AAdvantage Small Funds Cap Index Fund 11,746,766 * AMR Corporation $1 par, Common Stock 12,264,444 T. Rowe Price T. Rowe Price Science & Associates, Inc. Technology Fund 41,636,476 T. Rowe Price T. Rowe Price Mid-Cap Associates, Inc. Growth Fund 96,961,895 Janus Services Janus Fund 199,744,289 Corporate Fidelity Institutional Fidelity Diversified Retirement Services International Fund Company 69,583,053 Fidelity Institutional Fidelity Puritan Fund Retirement Services Company 31,294,287 Fidelity Institutional Fidelity U.S. Bond Index Retirement Services Fund Company 67,755,941 Dreyfus Services Dreyfus Emerging Markets Corporation Fund 16,663,280 Dreyfus Services Dreyfus Founders Discovery Corporation Fund 56,275,268 Dreyfus Services Dreyfus Midcap Value Fund 167,123,706 Corporation Dodge & Cox Dodge & Cox Stock Fund 117,184,841 Berger LLC Berger Small Cap Value Fund 182,397,414 American Select Cash Reserve Fund 228,215 $3,856,265,587 20 EXHIBIT 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-61116) pertaining to the $uper $aver - - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries of our report dated May 13, 2002, with respect to the financial statements and supplemental schedule of $uper $aver - A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries included in this Annual Report (Form 11-K) for the year ended December 31, 2001. /s/ Ernst & Young LLP _____________________ Dallas, Texas Ernst & Young LLP June 24, 2002 14