Obligation American Airlines 4.5% ( US001765BB17 ) en USD

Société émettrice American Airlines
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US001765BB17 ( en USD )
Coupon 4.5% par an ( paiement semestriel )
Echéance 14/02/2024 - Obligation échue



Prospectus brochure de l'obligation American Airlines US001765BB17 en USD 4.5%, échue


Montant Minimal 1 000 USD
Montant de l'émission 323 500 000 USD
Cusip 001765BB1
Notation Standard & Poor's ( S&P ) NR
Notation Moody's NR
Description détaillée L'Obligation émise par American Airlines ( Etas-Unis ) , en USD, avec le code ISIN US001765BB17, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/02/2024

L'Obligation émise par American Airlines ( Etas-Unis ) , en USD, avec le code ISIN US001765BB17, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par American Airlines ( Etas-Unis ) , en USD, avec le code ISIN US001765BB17, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).







e424b2
424B2 1 d12292bbe424b2.htm PROSPECTUS SUPPLEMENT
http://www.sec.gov/Archives/edgar/data/6201/000095013404001552/d12292bbe424b2.htm (1 of 159)2/11/04 12:18:36 PM


e424b2
Table of Contents

Filed Pursuant to Rule 424(b)
(2)

Registration Nos.

333-110760

333- 110760-01
PROSPECTUS SUPPLEMENT
(To Prospectus Dated December 17, 2003)
$300,000,000

AMR Corporation
4.5% Senior Convertible Notes due 2024
Guaranteed by American Airlines, Inc.
AMR Corporation will be offering $300,000,000 principal amount of its Senior Convertible Notes due 2024.
Interest on the notes at the rate of 4.5% per year will be payable semiannually in arrears on February 15 and
August 15 of each year, beginning August 15, 2004. The notes will mature on February 15, 2024. The notes will
be unsecured senior obligations and will rank equal in right of payment with our existing and future unsecured
and unsubordinated indebtedness. Our wholly-owned subsidiary, American Airlines, Inc., will guarantee the
notes on an unsecured senior basis. The guarantee will rank equal in right of payment with all existing and future
unsecured and unsubordinated indebtedness of American Airlines, Inc.
Holders may convert each $1,000 principal amount of notes into 45.3515 shares of our common stock,
subject to adjustment, only if (1) the closing sale price of our common stock reaches, or the trading price of the
notes falls below, specified thresholds, (2) the notes are called for redemption, or (3) specified corporate
transactions have occurred. Upon conversion, we will have the right to deliver, in lieu of our common stock, cash
or a combination of cash and common stock in an amount described in this prospectus supplement. Our common
stock currently trades on the New York Stock Exchange under the symbol "AMR." On February 9, 2004, the last
reported sale price of our common stock on the New York Stock Exchange was $15.75 per share.
http://www.sec.gov/Archives/edgar/data/6201/000095013404001552/d12292bbe424b2.htm (2 of 159)2/11/04 12:18:36 PM


e424b2
Holders may require us to purchase all or a portion of their notes on each of February 15, 2009, 2014 and
2019 at a price equal to 100% of the principal amount of the notes being purchased plus, in each case, accrued
and unpaid interest, if any, to the date of purchase. In addition, if a change in control occurs, each holder may
require us to purchase all or a portion of such holder's notes at a price equal to 100% of the principal amount of
the notes being purchased plus accrued and unpaid interest, if any, to the date of purchase. In either event, we
may choose to pay the purchase price of such notes in cash or common stock or a combination of cash and
common stock.
We may redeem for cash all or a portion of the notes at any time on or after February 15, 2009, at a price
equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest, if any, to
the redemption date.
We have granted the underwriters named in this prospectus supplement an option to purchase up to an
additional $45,000,000 principal amount of notes within 30 days from the date of this prospectus supplement to
cover over-allotments.
There is no public market in the notes and the notes will not be listed on any national securities exchange.
Investing in the notes or shares of common stock involves risks. See "Risk Factors" beginning
on page S-12.









Proceeds to
Price
Underwriting
AMR Corporation
to Public
Discount
(before expenses)
Per Note

$985.00(1)
$10.00

$975.00
Total

$295,500,000
$3,000,000

$292,500,000
(1) Plus accrued interest, if any, from the date of issuance.
The underwriters expect to deliver the notes on or about February 13, 2004 against payment in immediately
available funds.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities, or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Credit Suisse First Boston
Morgan Stanley
The date of this prospectus supplement is February 10, 2004
http://www.sec.gov/Archives/edgar/data/6201/000095013404001552/d12292bbe424b2.htm (3 of 159)2/11/04 12:18:36 PM


e424b2
Table of Contents
PRESENTATION OF INFORMATION
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
PROSPECTUS SUPPLEMENT SUMMARY
RECENT OPERATING RESULTS
RISK FACTORS
USE OF PROCEEDS
PRICE RANGE OF OUR COMMON STOCK
DIVIDEND POLICY
DESCRIPTION OF THE NOTES
DESCRIPTION OF OUR COMMON STOCK
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
CERTAIN ERISA CONSIDERATIONS
UNDERWRITING
NOTICE TO CANADIAN RESIDENTS
LEGAL OPINION
EXPERTS
You should rely only on the information contained in this prospectus supplement and the
accompanying prospectus and the documents incorporated by reference in this prospectus supplement and
the accompanying prospectus or to which we have referred you. We have not authorized anyone to
provide you with different information. If anyone provides you with different or inconsistent information,
you should not rely on it. This prospectus supplement and the accompanying prospectus do not constitute
an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus
supplement and the accompanying prospectus in any jurisdiction to or from any person to whom or from
whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not
assume that the information contained in this prospectus supplement and the accompanying prospectus or
any document incorporated by reference is accurate as of any date other than the date on the front cover
of the applicable document. Neither the delivery of this prospectus supplement and the accompanying
prospectus nor any distribution of securities pursuant to this prospectus supplement and the
accompanying prospectus shall, under any circumstances, create any implication that there has been no
change in the information set forth or incorporated into this prospectus supplement and the accompanying
prospectus by reference or in our affairs since the date of this prospectus supplement. Our business,
financial condition, results of operations and prospects may have changed since that date.
TABLE OF CONTENTS
http://www.sec.gov/Archives/edgar/data/6201/000095013404001552/d12292bbe424b2.htm (4 of 159)2/11/04 12:18:36 PM


e424b2






Page
Prospectus Supplement



Presentation of Information

ii
Special Note Regarding Forward-Looking Statements

ii
Prospectus Supplement Summary

S-1
Recent Operating Results

S-10
Risk Factors

S-12
Use of Proceeds

S-20
Price Range of Our Common Stock

S-20
Dividend Policy

S-20
Description of the Notes

S-21
Description of Our Common Stock

S-39
Certain United States Federal Income Tax Considerations

S-39
Certain ERISA Considerations

S-45
Underwriting

S-48
Notice to Canadian Residents

S-50
Legal Opinion

S-51
Experts

S-51
Prospectus



About This Prospectus


1
Where You Can Find More Information


2
Special Note Regarding Forward-Looking Statements


3
The Company


3
Ratios of Earnings to Fixed Charges


4
Use of Proceeds


5
Dividend Policy


5
Description of Debt Securities


6
Description of Capital Stock of AMR Corporation


17
Description of Depositary Shares


20
Description of Warrants


23
Description of Stock Purchase Contracts and Stock Purchase Units


26
Plan of Distribution


27
Legal Opinions


28
Experts


28
i
http://www.sec.gov/Archives/edgar/data/6201/000095013404001552/d12292bbe424b2.htm (5 of 159)2/11/04 12:18:36 PM


e424b2
Table of Contents
PRESENTATION OF INFORMATION
These offering materials consist of two documents: (a) this prospectus supplement, which describes the terms
of the notes that we are currently offering, and (b) the accompanying prospectus, which provides general
information about us and our securities, some of which does not apply to the notes that we are currently offering.
The information in this prospectus supplement replaces any inconsistent information included in the
accompanying prospectus. To the extent the description of this offering varies between this prospectus
supplement and the accompanying prospectus, you should rely on the information contained in or incorporated
by reference in this prospectus supplement. See "About this Prospectus" in the accompanying prospectus.
References in this prospectus supplement to "AMR," the "Company," "we," "us" and "our" refer to AMR
Corporation together with its subsidiaries, unless otherwise specified.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein and therein contain various "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), which represent our expectations or beliefs concerning future events.
When used in this prospectus supplement, the accompanying prospectus and in documents incorporated herein
and therein by reference, the words "believes," "expects," "plans," "anticipates," and similar expressions are
intended to identify forward-looking statements.
Forward-looking statements include, without limitation, our expectations concerning operations and financial
conditions, including changes in capacity, revenues, and costs, expectations as to future financing needs, overall
economic conditions and plans and objectives for future operations, the impact on us of the events of
September 11, 2001 and of our results of operations for the past two years and the sufficiency of our financial
resources to absorb that impact. Other forward-looking statements include statements which do not relate solely
to historical facts, such as, without limitation, statements which discuss the possible future effects of current
known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be
predicted, guaranteed, or assured.
All forward-looking statements in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference herein and therein are based upon information available to us on the date of
this prospectus supplement or such document. We undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking
statements are subject to a number of factors that could cause actual results to differ materially from our
expectations.
The following factors, in addition to those discussed under the caption "Risk Factors" in this prospectus
supplement and other possible factors not listed, could cause our actual results to differ materially from those
expressed in forward-looking statements: the uncertain financial and business environment we face, the
http://www.sec.gov/Archives/edgar/data/6201/000095013404001552/d12292bbe424b2.htm (6 of 159)2/11/04 12:18:36 PM


e424b2
struggling economy, high fuel prices and the availability of fuel, the residual effects of the war in Iraq, conflicts
in the Middle East, historically low fare levels and the general competitive environment, our ability to implement
our restructuring program and the effect of the program on our operational performance and service levels,
uncertainties with respect to our international operations, changes in our business strategy, actions by U.S. or
foreign government agencies, the possible occurrence of additional terrorist attacks, another outbreak of SARS or
another disease that affects travel behavior, our or American Airlines, Inc.'s inability to satisfy existing liquidity
requirements or other covenants in certain of our or American Airlines, Inc.'s credit agreements, and the
availability of future financing.
Additional information concerning these and other factors is contained in our and American Airlines, Inc.'s
filings with the Securities and Exchange Commission (the "SEC"), including but not limited to our and American
Airlines, Inc.'s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30, 2003 and
September 30, 2003 and our and American Airlines, Inc.'s Annual Reports on Form 10-K for the year ended
December 31, 2002.
ii
http://www.sec.gov/Archives/edgar/data/6201/000095013404001552/d12292bbe424b2.htm (7 of 159)2/11/04 12:18:36 PM


e424b2
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights basic information about us and this offering. Because it is a summary, it does not
contain all of the information that you should consider before investing. You should read this entire prospectus
supplement and the accompanying prospectus carefully, including the section entitled "Risk Factors" in this
prospectus supplement, as well as the materials filed with the SEC that are considered to be a part of this
prospectus supplement and the accompanying prospectus, before making an investment decision. See "Where
You Can Find More Information" in the accompanying prospectus.
The Company
AMR Corporation was incorporated in October 1982. AMR's operations fall almost entirely in the airline
industry. AMR's principal subsidiary, American Airlines, Inc., was founded in 1934. On April 9, 2001, American
Airlines, Inc. (through a wholly owned subsidiary, TWA Airlines LLC ("TWA LLC")) purchased substantially all
of the assets and assumed certain liabilities of Trans World Airlines, Inc. ("TWA"), the eighth largest U.S. carrier.
American Airlines, Inc., including TWA LLC (collectively, "American"), is the largest scheduled passenger
airline in the world. At the end of 2003, American provided scheduled jet service to approximately 150
destinations throughout North America, the Caribbean, Latin America, Europe and the Pacific. American is also
one of the largest scheduled air freight carriers in the world, providing a wide range of freight and mail services
to shippers throughout its system.
In addition, AMR Eagle Holding Corporation, a wholly-owned subsidiary of AMR, owns two regional airlines
which do business as "American Eagle" -- American Eagle Airlines, Inc. and Executive Airlines, Inc.. In
addition, American contracts with two independently owned regional airlines which do business as the
"AmericanConnection". We refer to the American Eagle and AmericanConnection carriers as our Regional
Affiliates. The Regional Affiliates provide connecting service from eight of American's high-traffic cities to
smaller markets throughout the United States, Canada, the Bahamas and the Caribbean.
AMR Investment Services, Inc., a wholly-owned subsidiary of AMR, is responsible for the investment and
oversight of the assets of AMR's defined benefit and defined contribution plans, as well as its short-term
investments.
The postal address for AMR's and American's principal executive offices is P.O. Box 619616, Dallas/Fort
Worth Airport, Texas 75261-9616 (Telephone: 817-963-1234). AMR's Internet address is http://www.amrcorp.
com. Information on AMR's website is not incorporated into this prospectus supplement and is not a part of this
prospectus supplement.
Recent Developments
Results. We had a net loss of $111 million in the fourth quarter of 2003, or $0.70 per share. This compares
with last year's fourth quarter loss of $529 million, or $3.39 per share. For the full year 2003, we had a net loss of
http://www.sec.gov/Archives/edgar/data/6201/000095013404001552/d12292bbe424b2.htm (8 of 159)2/11/04 12:18:36 PM


e424b2
$1.2 billion, or $7.76 per share, compared to our full year net loss in 2002 of $3.5 billion, or $22.57 per share.
For the fourth quarter of 2003, we had an operating loss of $227 million, which reflected $330 million of
special charges, of which $302 million were aircraft charges. In the fourth quarter of 2002, we had an operating
loss of $679 million, with no special charges. Our results improved during the fourth quarter of 2003 mainly due
to increased revenues and decreased unit costs. Our revenues in the fourth quarter of 2003 increased 3.9% to
$4.4 billion. American's capacity was 41.3 billion available seat miles, a decrease of 2.1% from the fourth
quarter of 2002. American's load factor in the fourth quarter of 2003 was 71.6%, an increase from 69.8% in
fourth quarter of 2002. American's passenger revenue yield per passenger mile increased as well, to 12.13 cents
per mile in the fourth quarter of 2003, compared to 11.72 cents in the fourth quarter of 2002. American's unit
costs, as measured by operating expenses per available seat mile (excluding Regional Affiliates), declined to
10.25 cents in the fourth quarter of 2003, compared to 10.73 cents in the fourth quarter of 2002. Our unit costs
were adversely affected in the fourth quarter of 2003 by higher fuel costs and special charges. See "Recent
Operating Results" in this prospectus supplement.
S-1
http://www.sec.gov/Archives/edgar/data/6201/000095013404001552/d12292bbe424b2.htm (9 of 159)2/11/04 12:18:36 PM


e424b2
Table of Contents
Turnaround Plan. In May 2003, we announced a Turnaround Plan consisting of four tenets: Lower Costs To
Compete; Fly Smart, Give Customers What They Value; Pull Together, Win Together; and Build a Financial
Foundation For The Future. In announcing our fourth quarter 2003 earnings, we summarized some of our
progress in implementing the Turnaround Plan:

· Lower Costs To Compete: One of our critical goals is to reduce costs by $4 billion annually, including
$2 billion from strategic initiatives, $1.8 billion from labor cost savings and $200 million from vendors,
suppliers and creditors. Progress toward this goal helped us achieve a significant year-over-year decline
in costs per available seat mile in the fourth quarter of 2003 and in 2003 as a whole. If not for rising fuel
prices, our progress would have been even more significant. To further reduce costs, we have returned
underused gate space, consolidated terminal space, de-peaked our Chicago and Dallas/Fort Worth hub
schedules (with our Miami hub to be de-peaked in 2004), closed a reservations center, reduced the size of
our St. Louis hub, accelerated the retirement of TWA LLC aircraft, and improved aircraft utilization
across our fleet. Our goal is to improve our unit costs by 17% in the first quarter of 2004, compared to
the first quarter of 2003, and by 9% for the full year 2004, compared to 2003. We cannot assure that we
will be able to meet these goals, given the risks involved in our business. See "Risk Factors" in this
prospectus supplement.

· Fly Smart, Give Customers What They Value: This tenet focuses on customer service and revenue
production, with emphasis on improving our relative revenue performance compared to others in the
airline industry. Actions in this area include adding seats to American's Boeing 757 and Airbus A300
fleets and restructuring our hubs at Chicago, Dallas/Fort Worth and St. Louis (with our Miami hub to be
restructured in 2004). Another step is expanding alliances. Our progress includes a domestic codeshare
with Alaska Airlines, governmental approval of codesharing with British Airways, the addition of
SWISS International to the oneworld alliance, and our recently announced codeshare linkage with
Mexicana (which, subject to governmental approvals, will be launched in April 2004).

· Pull Together, Win Together: Fostering greater cooperation than ever with our employees, we have
launched an unprecedented level of openness with employee groups and labor unions. Our President and
Chief Executive Officer holds regular "Town Hall"-style meetings with employees and our Chief
Financial Officer meets monthly with union leaders to discuss our financial results with them in much the
same way as he briefs our Board of Directors. In addition, we have engaged a firm that works to bring
union groups and management together, to help to promote a philosophy of active involvement. Our
employees have significant ownership in our company, having been granted 37.1 million stock options in
April 2003.
http://www.sec.gov/Archives/edgar/data/6201/000095013404001552/d12292bbe424b2.htm (10 of 159)2/11/04 12:18:36 PM


Document Outline