ar8k120810k.htm
UNITED
STATES
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 21, 2009
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)
(Former name or
former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
8.01 Other Events
This
Current Report on Form 8−K is being filed to update the historical financial
statements included in AMR Corporation’s (the Company) Annual Report on Form
10−K for the year ended December 31, 2008 (the 2008 Form 10−K) to reflect
changes to the Company’s accounting for convertible debt as described
below.
Financial
Accounting Standards Board Staff Position APB 14-1 (FSP APB 14-1), “Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement),” applies to all convertible debt
instruments that have a ‘‘net settlement feature’’, which means that such
convertible debt instruments, by their terms, may be settled either wholly or
partially in cash upon conversion. FSP APB 14-1 requires issuers
of convertible debt instruments that may be settled wholly or partially in cash
upon conversion or settlement to separately account for the liability and equity
components in a manner reflective of the issuers’ nonconvertible debt borrowing
rate. FSP APB 14-1 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. Early adoption was not permitted and
retroactive application to all periods presented was required. The
Company adopted FSB APB 14-1 as of January 1, 2009. The adoption of
FSP APB 14-1 impacts the historical accounting for the 4.25 percent senior
convertible notes due 2023 (the 4.25 Notes) and the 4.50 percent senior
convertible notes due 2024 (the 4.50 Notes), and resulted in increased interest
expense of approximately $5 million in 2009. Retrospective
application of FSP APB 14-1 also resulted in a $47 million, $48 million and $42
million increase to 2008, 2007 and 2006 interest expense, respectively, upon
retrospective application in the first quarter of 2009. The Company’s
loss per share consequently increased by $0.18 for 2008 and earnings per share
for 2007 and 2006 decreased by $0.20 and $0.21, respectively.
Accordingly,
the Company has revised its presentation of its convertible debt and related
interest expense to reflect this change and has retrospectively adjusted all
comparative prior period information on this basis. The Company is
filing this Current Report on Form 8−K to reflect the impact of the adoption of
this standard on previously issued financial statements. This will permit the
Company to incorporate these financial statements by reference in future SEC
filings. The impact of the adoption of this standard is reflected and
is set forth in the following sections of the Company’s 2008 Form 10−K, which as
revised are included as Exhibit 99.1 to this Current Report on Form
8-K.
·
|
Part
I, Item 1. Business,
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·
|
Part
I, Item 1A. Risk
Factors,
|
·
|
Part
II, Item 6. Selected Consolidated Financial
Data,
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·
|
Part
II, Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of
Operations,
|
·
|
Part
II, Item 7A. Quantitative and Qualitative Disclosures About
Market Risk,
|
·
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Part
II, Item 8. Consolidated Financial Statements,
and
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·
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Exhibit
12. Computation of Ratio of Earnings to Fixed
Charges.
|
As this
Current Report on Form 8-K is being filed only for the purpose described above,
and only affects the Items specified above, the other information in the
Company’s 2008 Form 10-K remains unchanged. No attempt has been
made in this Current Report on Form 8-K to modify or update disclosures in the
Company’s 2008 Form 10-K except as described above. This Current
Report on Form 8-K does not reflect events occurring after the filing of the
Company’s 2008 Form 10-K or modify or update any related
disclosures. Information in the Company’s 2008 Form 10-K not affected
by this Current Report on Form 8-K is unchanged and reflects the disclosure made
at the time of the filing of the original Company’s 2008 Form 10-K with the
Securities and Exchange Commission on February 19, 2009. Accordingly,
this Current Report on Form 8-K should be read in conjunction with the Company’s
2008 Form 10-K and the Company’s filings made with the Securities and Exchange
Commission subsequent to the filing of the Company’s 2008 Form 10-K, including
any amendments to those filings.
Item
9.01 Financial Statements and Exhibits
d) Exhibits
Exhibit
12 Computation
of Ratio of Earnings to Fixed Charges
Exhibit
23 Consent
of Independent Registered Public Accounting Firm.
|
Exhibit
99.1
|
Updated
Business, Risk Factors, Selected Consolidated Financial Data, Management’s
Discussion and Analysis of Financial Condition and Results of Operations,
Quantitative and Qualitative Disclosures About Market Risk, Consolidated
Financial Statements and Computation of Ratio of Earnings to Fixed Charges
for the years ended December 31, 2008, 2007 and
2006.
|
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/ Kenneth W. Wimberly
Kenneth
W. Wimberly
Corporate
Secretary
Dated: April
21, 2009
EXHIBIT
INDEX
Exhibit Description
12
|
Computation
of Ratio of Earnings to Fixed
Charges
|
23
|
Consent
of Independent Registered Public Accounting
Firm
|
99.1
|
Updated
Business, Risk Factors, Selected Consolidated Financial Data, Management’s
Discussion and Analysis of Financial Condition and Results of Operations,
Quantitative and Qualitative Disclosures About Market Risk, Consolidated
Financial Statements and Computation of Ratio of Earnings to Fixed Charges
for the years ended December 31, 2008, 2007 and
2006.
|