SCHEDULE 13G
Amendment No. 2
AMR Corporation
Common Stock
Cusip #001765106
Cusip #001765106
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 1,739,282
Item 6: 0
Item 7: 41,536,742
Item 8: 0
Item 9: 41,536,742
Item 11: 14.783%
Item 12: HC
Cusip #001765106
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 41,536,742
Item 8: 0
Item 9: 41,536,742
Item 11: 14.783%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
AMR Corporation
Item 1(b). Name of Issuer's Principal Executive Offices:
4333 Amon Carter Boulevard
Fort Worth, TX 76155-2605
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
001765106
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR LLC, is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 41,536,742
(b) Percent of Class: 14.783%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 1,739,282
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 41,536,742
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock of AMR Corporation. The interest
of one person, Fidelity Capital Appreciation Fund, an
investment company registered under the Investment
Company Act of 1940, in the Common Stock of AMR
Corporation, amounted to 16,216,675 shares or 5.772% of the
total outstanding Common Stock at December 31, 2008.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of
the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 16, 2009
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney
effective as of June 1, 2008 by and on behalf of FMR LLC
and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-
owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 39,745,960 shares or
14.146% of the Common Stock outstanding of AMR
Corporation ("the Company") as a result of acting as
investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940. The
number of shares of Common Stock of AMR Corporation
owned by the investment companies at December 31, 2008
included 1,087,529 shares of Common Stock resulting from
the assumed conversion of $23,980,000 principal amount of
AMR CORP CV 4.5% 2/10/24 (45.3515 shares of Common
Stock for each $1,000 principal amount of debenture).
The ownership of one investment company, Fidelity
Capital Appreciation Fund, amounted to 16,216,675 shares or
5.772% of the Common Stock outstanding. Fidelity Capital
Appreciation Fund has its principal business office at 82
Devonshire Street, Boston, Massachusetts 02109.
Edward C. Johnson 3d and FMR LLC, through its
control of Fidelity, and the funds each has sole power to
dispose of the 39,745,960 shares owned by the Funds.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR LLC, are the predominant owners, directly
or through trusts, of Series B voting common shares of FMR
LLC, representing 49% of the voting power of FMR LLC.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B voting common shares will be voted in
accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR LLC.
Neither FMR LLC nor Edward C. Johnson 3d,
Chairman of FMR LLC, has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Pyramis Global Advisors, LLC ("PGALLC"), 53 State
Street, Boston, Massachusetts, 02109, an indirect wholly-
owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 283,537 shares or 0.101%
of the outstanding Common Stock of AMR Corporation as a
result of its serving as investment adviser to institutional
accounts, non-U.S. mutual funds, or investment companies
registered under Section 8 of the Investment Company Act of
1940 owning such shares. The number of shares of Common
Stock of AMR Corporation owned by the institutional
account(s) at December 31, 2008 included 283,537 shares of
Common Stock resulting from the assumed conversion of
$6,252,000 principal amount of AMR CORP CV 4.5%
2/10/24 (45.3515 shares of Common Stock for each $1,000
principal amount of debenture).
Edward C. Johnson 3d and FMR LLC, through its
control of PGALLC, each has sole dispositive power over
283,537 shares and sole power to vote or to direct the voting
of 283,537 shares of Common Stock owned by the
institutional accounts or funds advised by PGALLC as
reported above.
Pyramis Global Advisors Trust Company ("PGATC"),
53 State Street, Boston, Massachusetts, 02109, an indirect
wholly-owned subsidiary of FMR LLC and a bank as defined
in Section 3(a)(6) of the Securities Exchange Act of 1934, is
the beneficial owner of 666,065 shares or 0.237% of the
outstanding Common Stock of the AMR Corporation as a
result of its serving as investment manager of institutional
accounts owning such shares.
Edward C. Johnson 3d and FMR LLC, through its
control of Pyramis Global Advisors Trust Company, each has
sole dispositive power over 666,065 shares and sole power to
vote or to direct the voting of 614,565 shares of Common
Stock owned by the institutional accounts managed by
PGATC as reported above.
FIL Limited ("FIL"), Pembroke Hall, 42 Crow Lane,
Hamilton, Bermuda, and various foreign-based subsidiaries
provide investment advisory and management services to a
number of non-U.S. investment companies and certain
institutional investors. FIL, which is a qualified institution
under section 240.13d-1(b)(1) pursuant to an SEC No-Action
letter dated October 5, 2000, is the beneficial owner of
841,180 shares or 0.299% of the Common Stock outstanding
of the Company. The number of shares of Common Stock of
AMR Corporation owned by the institutional account(s) at
December 31, 2008 included 841,180 shares of Common
Stock resulting from the assumed conversion of $18,548,000
principal amount of AMR CORP CV 4.5% 2/10/24 (45.3515
shares of Common Stock for each $1,000 principal amount of
debenture).
Partnerships controlled predominantly by members of
the family of Edward C. Johnson 3d, Chairman of FMR LLC
and FIL, or trusts for their benefit, own shares of FIL voting
stock with the right to cast approximately 47% of the total
votes which may be cast by all holders of FIL voting stock.
FMR LLC and FIL are separate and independent corporate
entities, and their Boards of Directors are generally composed
of different individuals.
FMR LLC and FIL are of the view that they are not
acting as a "group" for purposes of Section 13(d) under the
Securities Exchange Act of 1934 (the "1934" Act) and that
they are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by
the other corporation within the meaning of Rule 13d-3
promulgated under the 1934 Act. Therefore, they are of the
view that the shares held by the other corporation need not be
aggregated for purposes of Section 13(d). However, FMR
LLC is making this filing on a voluntary basis as if all of the
shares are beneficially owned by FMR LLC and FIL on a joint
basis.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 16, 2009, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the
Common Stock of AMR Corporation at December 31, 2008.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of FMR LLC and its direct
and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of Edward C. Johnson 3d
Fidelity Management & Research Company
By /s/ Scott C. Goebel
Scott C. Goebel
Senior V.P. and General Counsel
Fidelity Capital Appreciation Fund
By /s/ Scott C. Goebel
Scott C. Goebel
Secretary