Welcome to the AMR second quarter 2008 earnings conference call. (Operator Instructions) I’m very pleased to have with us today AMR’s Chairman and Chief Executive Officer, Gerard Arpey, their Executive Vice President of Finance and Planning and Chief Financial Officer, Tom Horton, and here with our opening remarks is AMR’s Managing Director of Investor Relations, Eric Briggle.

During the call Gerard Arpey will provide an overview of our performance and outlook and then Tom Horton will provide the details regarding our earnings for the second quarter along with some perspectives on the remainder of 2008. After that we’ll be happy to take your questions. In the interest of time, please limit your questions to one with a follow up. Our earnings release earlier today contains highlights of our financial results for the quarter. This release continues to provide additional information regarding entity performance and cost guidance which should assist you in having accurate information about our performance and outlook. In addition the earnings release contains reconciliations of any non-GAAP financial measurements that we may discuss. This release along with the web cast of today’s call is available on the Investor Relations section of AA.com. Finally, let me note that many of our comments today regarding our outlook for revenue and costs as well as forecasts of capacity, traffic, load factor, fuel costs, fleet plans and other matters will constitute forward-looking statements. These matters are subject to a number of factors that could cause actual results to differ from our expectations. These factors include changes in economic, business and financial conditions, high fuel prices, and other factors referred to in our SEC filings including our 2007 annual report on Form 10K. And with that I’ll turn the call over to Gerard.

As you all have seen in today’s press release, excluding special items, we posted a loss of $284 million in the second quarter which obviously compares very unfavorably to the $317 million profit we earned a year ago. There is no mystery as to why or how our results have deteriorated so badly in the last 12 months. While we have certainly been impacted by the slowing economy, the extraordinary rise in the price of fuel has overwhelmed our efforts to keep revenues and costs in line. During the second quarter we paid $1.10 more per gallon of jet fuel than we did a year ago and that price increase drove $838 million in additional expense. While it is beyond frustrating to see the progress we have made over the last several years eclipsed by fuel prices, we are confronting reality and taking the steps necessary to adjust to a slowing economy coupled with extraordinary fuel prices. One big factor has been our capacity. We have announced substantial capacity reductions which will eliminate a lot of unprofitable flying and we hope improve the supply and demand equilibrium to give us more pricing traction. We have already announced plans to remove from service 40 mainline aircraft, 37 regional jets, and 26 Saab turboprops this year. But given the trajectory of fuel prices, more needs to be done. Today we are announcing our intent to retire our A-300 fleet by the end of 2009. We are currently working through the 2009 capacity planning process but suffice it to say at this point that as a result of these retirements and other actions we are reducing our capacity expectations for next year. We are of course doing everything possible to raise revenues beginning with higher ticket prices and yield management strategies. They are…

I’d like to briefly discuss two special items that we recognized during the quarter both of which are related to our capacity reductions. We recognized the non-cash impairment charge of $1.1 billion related to write-downs of MD-80 and ERJ-135 aircraft. In addition we recognized a severance accrual of $55 million related to recently announced headcount reductions. So for the remainder of the call I will exclude the impact of special items to more accurately reflect our performance on an ongoing basis. So excluding these special items we lost $284 million versus a profit of $317 million in the second quarter of last year, a change of over $600 million. The increase in fuel prices has been nothing short of breathtaking. We spent almost $840 million more for fuel than we would have paid at last year’s second quarter prices. Each month appears to bring new fuel price records and it’s no secret that this is having a profound effect on the industry and AMR is no exception. Nevertheless through our efforts over the past several years we have put ourselves in a better position to weather this storm and we continue to take action in light of the challenges we face. For several years we have taken a very disciplined approach to our capacity plans and we recently announced some capacity reductions to help the industry achieve a more stable supply/demand balance. And we are currently working on our 2009 capacity plan and also evaluating our fleet requirements. As a first step in this process we’ve decided to accelerate the retirement of our A-300 fleet. We continue efforts to bolster our liquidity position and toward this end we have completed additional financing and have taken steps to reduce our capital expenditures this year. On the revenue front we have taken…

(Operator Instructions) Our first question comes from Daniel McKenzie - Credit Suisse.

Chasm trends so far are outstripping RASM trends and from your perspective what would AMR and for that matter the industry need to do to not only narrow the gap but potentially here close the gap?

The way I think about it is, and there are a lot of different ways to look at that, but at today’s fuel prices AMR’s 2007, so last year’s yield, would have had to increase 24% to reach break-even. However that ignores price elasticity so the yield increase, the price increase probably needs to be even higher than that. That said, as you saw in our second quarter results, yield was up 8.5% so we’ve already gotten part of that but there’s clearly a ways to go.

And Dan, the only thing I would add to that is we’re obviously trying to attack that equation not just through ticket price, we’re going after it through all the various means of unbundling including the first bag fee and a whole range of things that we’ve done, not only recently but over the past few years. So we’re continuing to drive more and more revenue off-ticket and so that dampens the amount that you’ve ultimately got to get back in the form of higher ticket prices. But obviously to Tom’s point, the driver is getting our yields up and that’s what’s behind our capacity reductions is to get capacity to a level where our price increases can stick.

I guess my second question is, I’m just getting rumblings from a number of different corporate travel manager sources suggesting that corporations are going to want to cut back on corporate travel by roughly their spend by 20% or so. Would that suggest that the industry or at least AMR would need to cut capacity 20% to offset that drop in corporate demand or is that not necessarily the right way to think about that?

I think time will tell as to what the actual reductions are. We’re hearing that companies are being more cautious and more closely scrutinizing their travel and we’ve actually seen that business traffic has been down a bit year-over-year but pretty modest reductions thus far. So I think time will tell. But it does again underscore I think the point that Gerard just made; the industry will need to reduce capacity to create a supply/demand balance that allows us to get prices to a level that support the business. And as prices go up there is elasticity so it will be less demand and that again underscores the need for capacity reduction.

Our next question comes from Bill Mastores - Broadpoint Capital.

Tom, a question for you on your credit card processing agreement. Are the financial covenants the same as the bank debt? I mean there’s been a lot of, as you indicated, skittishness about the industry in general and maybe you could kind of help us out just in terms of what the credit card processors are thinking or whether they’re still comfortable? Any color you could lend there would be quite helpful.

You bet. That’s a very good question. Our credit card agreements aren’t linked to our bank covenants like some others are so we don’t currently have a credit card holdback under any of our current agreements. Under one of our credit card processing agreements the processor has the right to hold back proceeds based on a matrix of unrestricted cash and a fixed charge coverage ratio. Based on our current projections it is possible that we could have holdbacks in place by the end of the year to the tune of about $200 to $300 million. And to give you a sense for the magnitude of a potential holdback under this agreement, in a worst case scenario at some point in the future holdbacks could equate to about a quarter of AMRs air traffic liability. So that’s the way to think about the range.

And Tom what’s the renewal date on your largest credit card processing agreement?

It is March 2010.

The follow-up question I have would be under your $1 billion in long-term debt payments for 08. Does that include a cash payment on the [4.25] convertible, which is puttable I think it is on September 23?

It does.

Our next question comes from Ray Neidl - Calyon Securities.

Very generally speaking how much more capacity do you think American can cut out of their system without cutting into muscle? In other words cutting capacity that might affect your banks at hubs or even total hubs entirely? And could you give an estimate for 2009 what the capacity cuts might be?

Ray we haven’t given a number yet in terms of the percentage for next year and as Tom indicated I think on the next call we’ll probably be able to give some preliminary guidance for 2009. I think we’ve got a reasonable amount of headroom here in terms of additional frequency reductions that we can take across our hubs in an effort to get more domestic capacity out without really threatening the fabric of our network. I can’t put a number on that or a number of airplanes but I think we’ve got a good deal of maneuvering room still left.

And as you take out capacity, how quickly do you think you can reduce the cost structure? When you put down a whole fleet type you usually get cost benefits quicker but then you have problems with your aircraft - are they leased, are they owned, do you have debt on those aircraft, do you have storage on those aircraft, plus of course you’ve got the compensation for laid off employees. How quickly do you think you can get benefits from the capacity cutbacks?

Well Ray we’re working that pretty hard and as we mentioned on a recent forum, we intend to reduce our headcount commensurate with our capacity reductions. So that’s the biggest chunk of cost that is actionable. Obviously other variable costs come out with the capacity automatically, like fuel burn and food and such, but the real question I think will be getting at the more fixed overhead. And in the long run there’s no such thing as a fixed cost in my opinion but in the short term there are costs that are fixed. I think we’re going to have to take a hard look at our maintenance capacity that is obviously sized for a much larger airline so that’s something we’re evaluating. And as you mentioned, as you retire an entire fleet that tends to create disproportionate cost efficiencies. So while short term will take some unit cost headwind as we pull capacity down, longer term I think we’re going to create a more efficient enterprise.

And do you have to do a lot of negotiating with the leased aircraft and with the banks? You still have to service that debt if the aircraft are on the ground, is that correct?

We will. That’s right.

Our next question comes from Gary Chase - Lehman Brothers.

I apologize, I missed your prepared remarks. But I guess what strikes me is that a lot of the questions that are being asked of you today and of others recently really sort of get at one issue I think which is, how far are you willing to go and what are you willing to do to fix the problem that we all can see from fuel? People are asking “How much can you do before you tear at the fabric of your network?” Maybe there’s another way to think about it and maybe you could talk to it just from a standpoint of what are you managing to and should we be thinking that anything is off the table in this environment? I mean if oil goes to $150 or $180 you guys don’t strike me as the type that are just going to throw in the towel and give up.

No Gary, of course nothing’s off the table. Certainly the way that we’re thinking about it is we’re thinking about reconstituting our company for it to be successful in a world of $130 a barrel oil. So we’re not counting on necessarily the oil going down and we’re not necessarily counting on it being $200 a barrel. We always pretty much take the forward curve, look at it, and confront that reality. So by a combination of thoughtful capacity reductions, price increases, yield management techniques, and the unbundling of our product, we are trying to move in the direction of having a framework that will allow us to be profitable in the oil and economic environment that we find ourselves in. And of course we’re coming up short at the moment but I think we’ve got a number of the trend lines that we need to be moving in the right direction. We’ve got them going in the right direction; they’re just not going fast enough. So nothing’s off the table and so we’re continuing to restructure ourselves around the current reality of a soft economy and higher fuel prices. We’re trying to do it in a manner that we don’t do more harm than good. I don’t’ know if that answers your question but I think it is; all the carriers have various degrees of hedging. Tom referred to how much our hedges are in the money and that’s a considerable amount of money, but all the hedges are really doing is deferring the point at which you have to live in the reality of $130 a barrel oil. So you’ve got to configure your capacity, your pricing structure, your ancillary fees so that you can live at oil prices at that level. Otherwise you’re just kidding yourself. So that’s what we’re trying to do.

You just look. Oil sits at $135 as I look at my screen right now. It’s been as high as $147 and while it’s only a few days in the energy markets, it’s obviously a huge difference in terms of P&L impact to American. If energy moves higher, is there any reason for us to believe that there won’t be a new plan that you formulate to help you deal with it? And I guess maybe you could say too, what’s guiding the thought process? What objective are you managing to as you cut these plans at different energy prices? Is it just the viability you referred to?

Yes, I think that’s it. Trying to return the company and hopefully the industry to profitability. So that’s the end objective. And Gary one of the reasons we can’t be maybe more precise than we are being is it’s a rapidly changing environment. We’ve had a single day where oil prices have moved $11.00 in a day. That’s worth almost $900 million a year to us. And over the period of a quarter or so, we’ve had oil prices move $50. So it is a period of extraordinary volatility and we need to be nimble in managing against that and that’s what we’re trying to do. The other thing we don’t know is how this will impact others in the industry and whether that will alter the competitive dynamic and the supply/demand balance. So we have to take the steps as Gerard described and then try to maintain our optionality and flexibility to keep the company strong for the long run.

Gary I think going back to where we started this year, I think we said on the January conference call there was a lot of economic uncertainty and a lot of oil price uncertainty and we were going to be continuously revisiting our plans throughout this year. And I think we’ve done that. We made our first capacity adjustment in February. We announced another big capacity adjustment in May. On today’s call we’re announcing the early retirement of our A-300 fleet. Those airplanes had previously been scheduled to fly through 2012 and we’ve pulled that in to next year. So we’re continuously revising the plan based on market realities.

Our next question comes from Michael Linenberg - Merrill Lynch.

Two questions. I guess the first for Tom, you walked through the impact of the A-300s that are going out, the financial impact, as you get out of the MD-80s and some of the smaller Embraers, the Saabs, are those airplanes owned or leased or are you going to be out there selling those airplanes? Any benefit to the balance sheet, etc.?

In the case of the MD-80s those are owned airplanes. We have 300 MD-80s today, about 170 something of them are leased and the rest are owned. But the ones that are going down will be owned and we’ll be looking to dispose of them and the other question will be whether we park them out or find a buyer for them. And that’ll be done sort of on a tail-by-tail basis. And on the small regional jets, likewise we’ll be looking for buyers.

My second question, on the $4.3 billion of unencumbered assets Tom, is there anything in that number that relates to Advantage or some value on maybe, you know a present value on some future sale of miles? Is that in that number at all?

There is a number in there associated with Advantage in terms of selling miles forward. That’s something we haven’t done and many of our competitors have. Given that we have the world’s largest affinity program we think there’s considerable value there, so that’s imbedded in the $4.3 billion. We haven’t broken it out.

Our next question comes from Jamie Baker - J.P. Morgan.

Tom, you know the difference between last month’s cash guidance and the actual cash that was shown today, about a $500 million difference there, that’s a combination of the $200 million on sale-leaseback proceeds and then the additional cash collateral, more cash collateral than expected on hedges, or is there something else in there?

Yes, the biggest piece of it Jamie is the cash collateral because from the time we gave that guidance the oil prices moved way up and that had a corresponding effect on the cash collateral. So that’s really the biggest move there.

And secondly Gerard, Mark and I asked this question on your last call but wanted to revisit it, particularly in light of obvious growing market concerns over bankruptcy, what’s been happening with fuel, looking at where CDS is trading, and of course not to mention your own admission that there are certain benefits that could be achieved in Chapter 11, has anything in the market place changed your willingness to keep on fighting? Is your resolve any different than when we asked you this same question 90 days ago?

No, of course not Jamie. I think we as a team have a demonstrated track record of executing on our fiduciary duties to run the company in the interest of our shareholders and we’ll continue to do that. And I think we pointed to a lot of steps today and on our last conference call that are intended to strengthen the company and better the outcome for our shareholders.

Our next question comes from William Greene - Morgan Stanley.

I just have a question on the fourth quarter capacity cuts. Can you maybe walk us through a little bit about how you arrived at the numbers you did for cuts and what oil price assumption is in there, because obviously we’re all trying to figure out, as are you, is it enough and when does it get revisited? I would just love to kind of know the sort of mechanics and the thought processes behind how you got there.

When we did those we made the decision on the capacity cut, oil prices were at $125 a barrel. Obviously they’ve moved up from there so our view on how much capacity needs to come out has moved up and as a consequence we’ve taken more action in terms of accelerating the retirement of the A-300s. So we’ve taken another step and as I mentioned at the outset, I think there will be more to be done. But we’re working through that and we’ll have more to say about that on the next call.

And when you think it through you do it sort of in isolation or do you make an estimate by what the rest of the industry will do?

We make an estimate about how much the entire industry needs to move to get the industry back to profitability. And we do a little game theory around who will do what and that’s how we come up with our estimates.

And then just a follow up, when I look at the capacity cuts and you look on a root basis which you’ve actually announced I think some cuts in Chicago and LaGuardia, but those are capacity constrained airports like slots in LaGuardia. If you don’t operate those slots or you don’t operate the authorities that you have in Chicago, do you lose those?

Well we don’t think we should. We’re eliminating five American flights and 37 Eagle flights at LaGuardia and we estimate that reduction of our service at LaGuardia represents more than a third of overall reductions needed to alleviate the delay problem at LaGuardia - one out of every four departures and four out of every 10 arrivals at this airport. So LaGuardia is operationally performing very poorly for the industry and we think that the take-off and landing authorities associated with the 42 flights we’re eliminating should simply be retired. And that would be a step up in the right direction for improving dependability at LaGuardia.

Bill if you go and look at our press release when we announced the LaGuardia cuts, we went to great lengths to highlight some of the operating data at LaGuardia, not just for American but for the entire industry. And we made the point that LaGuardia simply cannot operate anywhere near reliably at the capacity that they’re trying to operate it. And we had some data in that press release and what we indicated with those cuts was that the FAA should not only in effect dissolve our slots, they need to do more than that if they want to get LaGuardia operating anywhere near a standard that’s acceptable from a customer service standpoint. And I think the acting FAA administrator, Bobby Sturgill, was quoted this week in the New York Times essentially saying LaGuardia cannot run reliably at today’s level. They do not have a plan to do it. So our hope is that the DOT FAA will step in and do something to further reduce operations at LaGuardia until air space redesign, ATC modernization takes hold in a manner that will allow us to run reliably.

So you’re willing to sort of relinquish these because there’s a hope that there’ll be no sort of newcomer to those slots and at this point that’s how you’re kind of operating?

Yes, that’s correct. And we’ll obviously pay attention to what the FAA and DOT does and we could add flights back in LaGuardia. That’s certainly an option if we decide that’s in our best interest. But that’s not what we want to do.

Our next question comes from Chris Cuomo - Goldman Sachs.

Just a couple of questions and details on the liquidity. Is it fair to assume that the $4.3 billion that you’re citing includes absolutely no estimate for Eagle given that you’ve put that on hold?

It does include a number for Eagle but it’s obviously something that we’re not pursuing in the near term.

And are there any tax considerations that we should be thinking about the $480 million with respect to Beacon? Is that a post-tax number?

No, there’s no tax. There’s no book tax on that.

And did I hear you correctly? Did you indicate that the convertible in September, the assumption is that you’re going to be satisfying that in cash?

That is the plan.

And then maybe just a broader question. If you could just update us on your latest thinking with respect to the anti-trust immunity with BA? Has your thinking evolved at all along those lines?

Well Chris I would I think at this point simply reiterate what we’ve said in the past. It’s no secret that we and British Airways have applied for anti-trust immunity in years past. We’ve not been successful. I think everyone on the call knows that the aviation treaty and environment between the UK, EU and the US is very very different today than it was the last time that we applied for immunity and the obstacles that we’ve had in the past were the fact that the UK was not open skies, Heathrow was congested, etc. etc. Well today we have an open skies agreement there, all the US carriers that wanted to get in to Heathrow have in fact gone out and gotten slots and have accessed that market, so it’s a very different regulatory environment than it’s been in the past. When and if we do apply for immunity is something that you’ll hear about when and if we do it.

Can you share at least maybe your thoughts - perhaps it’s too early to ask such a questions but I’ll try it anyhow - your thoughts around sort of the economic opportunity between a relationship with BA? Is it in the few hundred millions? Can you put any sort of numbers around what could be achieved by enhancing that relationship?

Chris I can’t put a number around it but I would come at it this way. I think that we are at a reasonably significant competitive disadvantage against United and Lithuanian across the North Atlantic to enjoy immunity and of course Delta, Northwest and KLM Air France who enjoy immunity. That allows those companies to participate in a wide range of marketing, sales and pricing activities and frequent flier activities that we are prevented from doing. So while I won’t put a number on that, I would acknowledge we are at a significant competitive disadvantage today and that’s not a place that we want to stay.

Our next question comes from Michael Derchin - FTN Midwest Securities.

I think you said that your book load factor for the third quarter was up a little less than 1% with the international stronger than the domestic. I was wondering if that includes the post-Labor Day period and if you could give us a little flavor of pre-Labor Day and post-Labor Day in terms of your booking curve?

It does include the post-Labor Day period through the end of September since its third quarter but I don’t think we can offer any breakdown on the bookings. I do think we’re all going to have to keep a close eye on what happens when we get beyond the summer period and in particular I think in the international environment where some in the industry have added an awful lot of capacity across the Atlantic. And I think we all know having watched this industry for a long time that tends to be a very cyclical market and this doesn’t feel like a good cycle right now at least for the fourth quarter.

Our last question comes from comes from Kevin Crissey - UBS.

Two quick ones. Any operational impact or what are you expecting for that first checked bag fee?

Well we put that in place this quarter and actually what my operating guys are telling me is it’s gone off reasonably well at this point. We haven’t had any issues that have risen up and we did a lot in preparation and we had a lot of automation in place in order to be able to collect it. So I don’t think there’s been any operational issue related to it.

And back on to the anti-trust immunity if I could for just a second, in reviewing the I’m not sure what the legal term is but the final order maybe it was for why you received approval but had to give up slots at Heathrow, in reviewing that it looked like they simply just looked at the market between New York and London and some other markets as well, not in totality and I think you’ve talked about that in the past that you kind of need to look at it in totality in terms of the alliance, but really that’s not the history there and so I guess I wonder what has significantly changed? Because when you had that kind of denied if you will, they had contemplated open skies and some access to Heathrow and I wouldn’t say that the other carriers have received what they would desire at Heathrow, maybe you could argue with the Continental/United, but maybe you could address that in terms of them looking specifically at the London-New York market primarily.

I think there are a couple of issues there. I think the regulators are more apt to look at competing alliances now that Star and SkyTeam have become quite strong. I think there is an argument that a strong oneworld is pro-competitive against those two very strong alliances. But the other point is since the last go-round where the regulatory authorities had suggested a slot divestiture, Heathrow’s been opened up and the carriers who have wanted slots at Heathrow have found a way to get them. And as we sit here today there will be 16 new entrant services across the Atlantic out of Heathrow and those are slots that people found a way to get. So I think the arguments for remedies would seem to be an artifact of the past.

But not all those additions were to the New York market which is the trouble, and didn’t United depart that market between the last application and today?

Yes but I think you need to look at the entire pattern of service across the Atlantic. I don’t think you can pick a single market and define the market that way. Otherwise I think if you look at some of the other alliances you would find similar situations.