SEC Comment Letter for American Airlines Group (AAL) — May 8, 2009
American Airlines Group Inc.
Date: May 8, 2009 · CIK: 0000006201 · Accession: 0000000000-09-024856
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0402 DIVISION OF CORPORATION FINANCE Mail Stop 3561 May 8, 2009 AMR Corporation Mr. Thomas W. Horton- Executive Vice Pres ident and Chief Financial Officer 4333 Amon Carter Boulevard Fort Worth, Texas 76155 Re: AMR Corporation Form 10-K for the year ended December 31, 2008 Filed February 19, 2009 File No. 1-08400 American Airlines, Inc. Form 10-K for the year ended December 31, 2008 Filed February 19, 2009 File No. 1-02691
Dear Mr. Horton:
We have reviewed your filing and have the following comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In our comment, ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comment. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Please respond to confirm that our comment will be complied with, or, if the comment is deemed inappropriate, advise the staff of your reason. Your response should be submitted in electronic form, under the labe l “corresp” with a copy to the staff. Please respond within ten (10) business days.
Mr. Thomas W. Horton- Executive Vice Pres ident and Chief Financial Officer AMR Corporation May 8, 2009 Page 2 Form 10-K for the fiscal year ended December 31, 2008
Item 8- Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Note 7-Financial Instrume nts and Risk Management
Fuel Price Risk Management
We note the disclosure with respect to your es timate that during the next twelve months you will reclassify from A ccumulated other comprehensive loss into earnings approximately $711 million in net losses (bas ed on prices as of December 31, 2008) related to your fuel derivative hedges, includ ing losses from terminated contracts with a bankrupt counterparty and unwound trades. In th is regard, since the terminated contracts and unwound trades transpired during 2008, plea se tell us what accounting literature you relied upon to arrive at the conclusion that you should reclassify these amounts over the next twelve months instead of during 2008. Additionally, please reconcile your accounting policy, which indicates that you di scontinue hedge accounting if you decide to discontinue the hedging re lationship, to the accounting you applied to terminated contracts and unwound trades.
* * * * * We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Mr. Thomas W. Horton- Executive Vice Pres ident and Chief Financial Officer AMR Corporation May 8, 2009 Page 3 In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comment on your filing. You may contact Juan Migone at (202) 551-3312 if you ha ve questions regarding comment on the financial statements and rela ted matters. Please contact the undersigned at (202) 551-3211 with any other questions. Sincerely,
David R. Humphrey Branch Chief
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0402 DIVISION OF CORPORATION FINANCE Mail Stop 3561 May 8, 2009 AMR Corporation Mr. Thomas W. Horton- Executive Vice Pres ident and Chief Financial Officer 4333 Amon Carter Boulevard Fort Worth, Texas 76155 Re: AMR Corporation Form 10-K for the year ended December 31, 2008 Filed February 19, 2009 File No. 1-08400 American Airlines, Inc. Form 10-K for the year ended December 31, 2008 Filed February 19, 2009 File No. 1-02691 Dear Mr. Horton: We have reviewed your filing and have the following comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In our comment, ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comment. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Please respond to confirm that our comment will be complied with, or, if the comment is deemed inappropriate, advise the staff of your reason. Your response should be submitted in electronic form, under the labe l “corresp” with a copy to the staff. Please respond within ten (10) business days. Mr. Thomas W. Horton- Executive Vice Pres ident and Chief Financial Officer AMR Corporation May 8, 2009 Page 2 Form 10-K for the fiscal year ended December 31, 2008 Item 8- Financial Statements and Supplementary Data Notes to Consolidated Financial Statements Note 7-Financial Instrume nts and Risk Management Fuel Price Risk Management We note the disclosure with respect to your es timate that during the next twelve months you will reclassify from A ccumulated other comprehensive loss into earnings approximately $711 million in net losses (bas ed on prices as of December 31, 2008) related to your fuel derivative hedges, includ ing losses from terminated contracts with a bankrupt counterparty and unwound trades. In th is regard, since the terminated contracts and unwound trades transpired during 2008, plea se tell us what accounting literature you relied upon to arrive at the conclusion that you should reclassify these amounts over the next twelve months instead of during 2008. Additionally, please reconcile your accounting policy, which indicates that you di scontinue hedge accounting if you decide to discontinue the hedging re lationship, to the accounting you applied to terminated contracts and unwound trades. * * * * * We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Mr. Thomas W. Horton- Executive Vice Pres ident and Chief Financial Officer AMR Corporation May 8, 2009 Page 3 In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comment on your filing. You may contact Juan Migone at (202) 551-3312 if you ha ve questions regarding comment on the financial statements and rela ted matters. Please contact the undersigned at (202) 551-3211 with any other questions. Sincerely, David R. Humphrey Branch Chief