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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
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EXHIBIT INDEX
Located at
Page Number
Exhibit
(23) CONSENT OF EXPERTS AND COUNSEL:
23.1 Consent of Ernst & Young LLP 14
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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
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Financial Statements and Supplemental Schedule
$uper $aver - A 401(k) Capital Accumulation Plan
for Employees of Participating AMR Corporation Subsidiaries
As of December 31, 2001 and 2000, and for the Year ended December 31, 2001
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$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
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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
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$uper $aver - A 401(k) Capital Accumulation Plan for Employees
of Participating AMR Corporation Subsidiaries
Statements of Net Assets Available for Benefits
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
See accompanying notes.
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$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)
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
See accompanying notes.
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$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.
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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.
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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.
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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.
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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.
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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).
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
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3. Investments (continued)
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 $3,401,818
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4. Subsequent Events
Employees hired on or after January 1, 2002 will not be eligible
for benefits under the Pension Plan but may elect to participate
in the Plan.
Effective January 1, 2002, full vesting of the employer portion
of each participant's account plus earnings thereon occurs after
three years of service, as defined by the Plan.
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Supplemental Schedule
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$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
(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 $687,744,498
American AAdvantage American AAdvantage Short-
Funds Term Bond Fund 80,725,384
American AAdvantage American AAdvantage
Funds Intermediate Bond Fund 99,680,547
American AAdvantage American AAdvantage
Funds Balanced Fund 267,178,890
American AAdvantage American AAdvantage
Funds International Equity Fund 242,323,069
American AAdvantage American AAdvantage S&P 500
Funds Index Fund 228,120,610
American AAdvantage American AAdvantage Small
Funds Cap Value Fund 176,664,927
* American Airlines Demand deposit accounts 773,048,361
Federal Credit Union
* Plan participants Participant loans, 6% to
12%, maturing through 2014 188,443,396
* State Street Bank & State Street Bank & Trust
Trust Company Company Short-Term Investment
Fund 1,703,339
American AAdvantage American AAdvantage
Funds Emerging Markets Fund 6,241,350
American AAdvantage American AAdvantage International
Funds Equity Index Fund 3,746,686
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$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
(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
*Party-in-interest
Column (d) is not applicable as all investments are participant
directed.
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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
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