View:
July 17, 2006
VIA EDGAR
David R. Humphrey, Accounting Branch Chief
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, DC 20549
Re: AMR Corporation
Form 10-K filed for the year ended December 31, 2005
Filed February 24, 2006
File No. 1-8400
Dear Mr. Humphrey:
This letter sets forth AMR Corporation's (AMR or the
Company) responses with respect to the staff's comment
letter dated July 5, 2006 on AMR's Form 10-K for the year
ended December 31, 2005. Both the staff's comment and AMR's
response have been included.
Management's Discussion and Analysis
Critical Accounting Policies and Estimates
Long-lived Assets, page 40
1.Based on your responses to our previous comments four
and five regarding your basis for changing the estimated
useful life of three aircraft types from 25 years to 30
years, we believe that your MD&A section should be revised
with robust disclosure that completely addresses this highly
material change in estimate, including a clear and in-depth
discussion of management's reasons for the significant
change in estimate and the impact on current and future
earnings. We note from your response that the focus in MD&A
has been your difficult liquidity situation and the revenue
environment, as well as the impact of rising fuel prices,
and we agree that those issues warrant a thorough
discussion. However, we believe that this significant
change in estimate should be emphasized as well, as it had a
material impact on the current period and will continue to
impact future financial results. We do not believe that
your current level of disclosure complies with the
guidelines set forth in FR-72, which states that "if a
change in an estimate has a material favorable impact on
earnings, the change and the underlying reasons should be
disclosed so that readers do not incorrectly attribute the
effect to operational improvements." As such, in the amended
Form 10-K please revise your MD&A discussion of this change
in estimate to clearly and concisely address the following
items, at a minimum:
o The change in events and circumstances that warranted
the change in depreciable lives of certain aircraft
but not other aircraft types.
o The economic factors, industry trends and financial
condition of the company which contributed to management's
decision to extend the expected useful life of these
aircraft types.
o The characteristics of the aircraft that support your
assertion that a 30 year useful life is reasonable and
expected.
o The manner in which this change in estimate supports
management's fleet plan in the foreseeable future.
o Why the change in depreciable lives of your aircraft
based on their economic lives is unique to your facts and
circumstances, while other airlines with similar financial
conditions and reduced capital spending plans have not
extended the life of their aircraft; and
o The risks and impact of maintaining aircraft longer in
the fleet. Among the items that should be discussed are:
(i) anticipated increase in maintenance expenditures; (ii)
the potential savings in fuel efficiency by replacing
aircraft; (iii) customer safety and satisfaction in
utilizing older aircraft; (iv) matters that may cause
changes in current plans; (v) new technology in the
marketplace, including your expectation of the current or
anticipated technological advances beyond these aircraft
capabilities; (vi) supply and demand economics within the
industry.
Response: In order to more fully describe the change in
depreciable lives for certain aircraft types, the Company
proposes amending the first sentence under Results of
Operations on page 33 of the Company's 2005 Form 10-K to
read as follows:
"The Company incurred an $861 million net loss in 2005
compared to a net loss of $761 million in 2004. The
Company's 2005 results were impacted by the continuing
increase in fuel prices and certain other costs, offset by
an improvement in revenues; a $108 million decrease in
depreciation expense related to a change in the depreciable
lives of certain aircraft types described further below, in
Critical Accounting Policies in this Item 7, and in Note 1
to the consolidated financial statements; and productivity
improvements and other cost reductions resulting from
progress under the Turnaround Plan."
In addition, the Company proposes adding the following
paragraph to the end of the Results of Operations discussion
on page 33 of the 2005 Form 10-K
"Although the Company is currently receiving a depreciation
expense benefit from the change in estimate of depreciable
lives discussed above, the Company's operating expenses
excluding depreciation will likely be higher than operating
new aircraft during the extended life of the MD-80 aircraft.
For example, based on current estimates, the Company's MD-80
aircraft consume more fuel and incur higher maintenance
expense than a new aircraft that requires minimal
maintenance during the first several years of operation."
Finally, the Company proposes adding the following three
paragraphs to the Critical Accounting Policies and Estimates
discussion related to Long-lived assets on page 40 of the
Company's 2005 Form 10-K:
"On November 17, 2004, American deferred the delivery date
of 54 Boeing aircraft by approximately seven years which, in
combination with numerous other factors, led American to re-
evaluate the expected useful lives of its aircraft. As a
result of this evaluation, American changed its estimate of
the depreciable lives of its Boeing 737-800, Boeing 757-200
and McDonnell Douglas MD-80 aircraft from 25 to 30 years
effective January 1, 2005. The primary factors that
supported changing the estimated useful life of these
aircraft were (i) the absence of scheduled narrow body
deliveries until 2013 (even these 47 narrow body deliveries
would only replace less than ten percent of the Company's
existing narrow body fleet of 547 aircraft
assuming the deliveries are not used to grow the Company's
capacity at that time), (ii) the financial condition of the
Company, which significantly limits its flexibility to
purchase new aircraft and (iii) the absence of technology
step change for narrow body aircraft, such as technology
that would allow the Company to fly its aircraft
substantially more efficiently (as was the case with
replacements for previous generation aircraft such as the B-
727 which had three engines versus two on the replacement
aircraft) that would clearly economically compel the Company
to replace the fleet. In addition, there are currently no
government regulations, such as noise reduction
requirements, that would require aircraft replacement.
Subsequent to the change in depreciable lives on January 1,
2005, all of American's fleet types are depreciated over 30
years except for the Airbus A300 and the Boeing 767, which
did not generally meet the above conditions to support
extending their lives.
It is possible that the ultimate lives of the Company's
aircraft will be significantly different than the current
estimate due to unforeseen events in the future that impact
the Company's fleet plan, including positive or negative
developments in the areas described above. For example,
operating the aircraft for a longer period will result in
higher maintenance, fuel and other operating costs than if
the Company replaced the aircraft. At some point in the
future, higher operating costs could change the Company's
analysis of the economic impact of retaining aircraft versus
replacing them with new aircraft."
AMR acknowledges that the adequacy and accuracy of the
disclosures in its filing with the Commission are the
responsibility of the Company. The Company acknowledges
that staff comments or changes to disclosures in response to
staff comments do not foreclose the Commission from taking
any action with respect to the filing. The Company also
acknowledges that staff comments may not be asserted as a
defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United
States.
We appreciate the staff's assistance in this process and
would be pleased to discuss with you at your earliest
convenience any additional comments the staff may have.
Very truly yours,
/s/ Thomas W. Horton
Thomas W. Horton
Executive Vice President and
Chief Financial Officer