Obligation Americana Airlines 7% ( US023768AA28 ) en USD

Americana Airlines

100 % ⇌

Etats-unis

US023768AA28 ( en USD )

7% par an ( paiement semestriel )

29/01/2018 - Obligation échue

Prospectus brochure de l'obligation American Airlines US023768AA28 en USD 7%, échue

2 000 USD

97 635 550 USD

023768AA2

N/A

Ba1 ( Spéculatif )

American Airlines est une compagnie aérienne américaine majeure basée à Fort Worth, au Texas, opérant des vols intérieurs et internationaux vers plus de 350 destinations.

L'obligation américaine American Airlines (ISIN US023768AA28, CUSIP 023768AA2), émise aux États-Unis pour un montant total de 97 635 550 USD, avec un taux d'intérêt de 7 %, une maturité au 29/01/2018, une fréquence de paiement semestrielle, une taille minimale d'achat de 2 000 USD et notée Ba1 par Moody's, a atteint sa maturité et a été remboursée à 100 % de sa valeur nominale.

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Table of Contents

CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)
Pass Through Certificates, Series 2011-1

$657,032,000

$76,281.42
Guarantee of Pass Through Certificates, Series 2011-1 by AMR
Corporation

--

None(2)

(1) The registration fee of $76,281.42 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities
Act"). Pursuant to Rule 457(p) under the Securities Act, registration fees of $207,471 were applied to the Automatic Shelf Registration
Statement on Form S-3 (Registration Nos. 333-160646, 333-160646-01) filed by AMR Corporation and American Airlines, Inc. on July 17,
2009. The $76,281.42 of the registration fees associated with this offering are hereby offset against these prepaid registration fees. Following
this offering, a total of $79,853.58 will remain available for offset against future registration fees that would otherwise be payable under such
Automatic Shelf Registration Statement.

(2) Pursuant to Rule 457(n) promulgated under the Securities Act, no separate fee is required for the guarantee.

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-160646-01
333-160646

PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 17, 2009)
$657,032,000

2011-1 Pass Through Trusts
Pass Through Certificates, Series 2011-1

American Airlines, Inc. is creating two separate pass through trusts that will issue American Airlines, Inc. Class A and Class B Pass
Through Certificates, Series 2011-1.

Each Certificate will represent an interest in the assets of the related pass through trust. The proceeds from the sale of the Certificates will
initially be held in escrow and will thereafter be used by the pass through trusts to acquire the related series of equipment notes to be issued by
American on a full recourse basis. Payments on the equipment notes held in each pass through trust will be passed through to the holders of the
Certificates of such trust. Distributions on the Certificates wil be subject to certain subordination provisions described herein. The Certificates do
not represent interests in, or obligations of, American or any of its affiliates.

The Class A Certificates will rank generally senior to the Class B Certificates, subject to the distribution provisions described herein.

The equipment notes expected to be held by each pass through trust will be issued for each of (a) 15 Boeing 737-823 aircraft delivered
new to American from 1999 to 2001, (b) six Boeing 757-223 aircraft delivered new to American in 1999 and 2001, (c) two Boeing 767-323ER
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aircraft delivered new to American in 1999 and (d) seven Boeing 777-223ER aircraft delivered new to American from 1999 to 2000. The
equipment notes issued for each aircraft will be secured by a security interest in such aircraft. Interest on the issued and outstanding equipment
notes will be payable semiannually on January 31 and July 31 of each year, commencing on July 31, 2011, and principal on such equipment
notes is scheduled for payment on January 31 and July 31 of certain years, commencing on July 31, 2011.

Natixis S.A., acting via its New York Branch, will provide a separate liquidity facility for each of the Class A Certificates and Class B
Certificates, in each case in an amount sufficient to make three semiannual interest distributions on the outstanding balance of the Certificates of
such Class.

The payment obligations of American under the equipment notes will be fully and unconditionally guaranteed by AMR Corporation. The
Class B Certificates will be subject to transfer restrictions. They may be sold only to qualified institutional buyers, as defined in Rule 144A under
the Securities Act of 1933, as amended, for so long as they are outstanding.

The Certificates will not be listed on any national securities exchange.

Investing in the Certificates involves risks. See "Risk Factors" beginning on page S-21.

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.

Aggregate

Face

Final Expected

Price to
Pass Through Certificates

Amount

Interest Rate

Distribution Date

Public(1)

Class A

$ 503,206,000

5.25 %

January 31, 2021
100 %
Class B

$ 153,826,000

7.00 %

January 31, 2018
100 %

(1) Plus accrued interest, if any, from the date of issuance.

The underwriters will purchase all of the Certificates if any are purchased. The aggregate proceeds from the sale of the Certificates will be
$657,032,000. American will pay the underwriters a commission of $6,570,320. Delivery of the Certificates in book-entry form wil be made on or
about January 25, 2011 against payment in immediately available funds.

Joint Structuring Agents & Joint Bookrunners

GOLDMAN, SACHS & CO.
Deutsche Bank Securities
MORGAN STANLEY

The date of this prospectus supplement is January 20, 2011.
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We have not, and the Underwriters, have not, authorized anyone to provide you with information other than the information contained in this prospectus
supplement, the accompanying prospectus, any related free writing prospectus issued by us (which we refer to as a "company free writing prospectus") and the
documents incorporated by reference in this prospectus supplement and the accompanying prospectus or to which we have referred you. This prospectus
supplement, the accompanying prospectus and any related company free writing prospectus do not constitute an offer to sell, or a solicitation of an offer to
purchase, the securities offered by this prospectus supplement, the accompanying prospectus and any related company free writing 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, the accompanying prospectus and any related company free writing 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, the accompanying prospectus and any related company free writing 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 our business,
financial condition, results of operations or prospects, or in the affairs of the Trusts, the Depositary or the Liquidity Provider, since the date of this prospectus
supplement.
TABLE OF CONTENTS
Prospectus Supplement

Page
PRESENTATION OF INFORMATION
iv
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
iv
PROSPECTUS SUPPLEMENT SUMMARY
S-1
The Company
S-1
Summary of Terms of Certificates
S-2
Equipment Notes and the Aircraft
S-3
Loan to Aircraft Value Ratios
S-5
Cash Flow Structure
S-6
The Offering
S-7
Recent Operating Results and Developments
S-16
Summary Historical Consolidated Financial and Operating Data
S-19
RISK FACTORS
S-21
Risk Factors Relating to the Company
S-21
Risk Factors Relating to the Certificates and the Offering
S-32
USE OF PROCEEDS
S-38
DESCRIPTION OF THE CERTIFICATES
S-40
General
S-40
Payments and Distributions
S-41
Subordination
S-45
Pool Factors
S-45
Reports to Certificateholders
S-46
Indenture Events of Default and Certain Rights Upon an Indenture Event of Default
S-47
Certificate Buyout Right of Certificateholders
S-49
PTC Event of Default
S-50
Merger, Consolidation and Transfer of Assets
S-51
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Modification of the Pass Through Trust Agreements and Certain Other Agreements
S-52
Obligation to Purchase Equipment Notes
S-56
Termination of the Trusts
S-58
The Trustees
S-58
Book-Entry Registration; Delivery and Form
S-58
Transfer Restrictions for Class B Certificates
S-62
DESCRIPTION OF THE DEPOSIT AGREEMENTS
S-64
General
S-64
Withdrawal of Deposits to Purchase Equipment Notes
S-64
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Table of Contents

Page
Other Withdrawals and Return of Deposits
S-64
Replacement of Depositary
S-65
Limitation on Damages
S-66
Depositary
S-66
DESCRIPTION OF THE ESCROW AGREEMENTS
S-67
General
S-67
Certain Modifications of the Escrow Agreements and Note Purchase Agreement
S-68
The Escrow Agent
S-69
The Paying Agent
S-69
DESCRIPTION OF THE LIQUIDITY FACILITIES
S-70
General
S-70
Drawings
S-70
Replacement of Liquidity Facilities
S-71
Reimbursement of Drawings
S-73
Liquidity Events of Default
S-75
Liquidity Provider
S-76
DESCRIPTION OF THE INTERCREDITOR AGREEMENT
S-77
Intercreditor Rights
S-77
Post Default Appraisals
S-80
Priority of Distributions
S-80
Voting of Equipment Notes
S-84
List of Certificateholders
S-84
Reports
S-84
The Subordination Agent
S-85
DESCRIPTION OF THE AIRCRAFT AND THE APPRAISALS
S-86
The Aircraft
S-86
The Appraisals
S-86
Deliveries of Aircraft
S-88
DESCRIPTION OF THE EQUIPMENT NOTES
S-89
General
S-89
Subordination
S-89
Principal and Interest Payments
S-91
Redemption
S-91
Security
S-92
Loan to Value Ratios of Equipment Notes
S-93
Limitation of Liability
S-94
Indenture Events of Default, Notice and Waiver
S-94
Remedies
S-95
Modification of Indentures
S-96
Indemnification
S-97
Certain Provisions of the Indentures
S-98
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POSSIBLE ISSUANCE OF ADDITIONAL CERTIFICATES AND REFINANCING OF CERTIFICATES S-104
Issuance of Additional Certificates
S-104
Refinancing of Certificates
S-104
Additional Liquidity Facilities
S-105
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
S-106
Tax Status of the Trusts
S-106
Taxation of Certificate Owners
S-107
Certain U.S. Federal Income Tax Consequences to Non-U.S. Certificateholders
S-109
Information Reporting and Backup Withholding
S-110
CERTAIN DELAWARE TAXES
S-111
CERTAIN ERISA CONSIDERATIONS
S-112
General
S-112
Plan Assets Issues
S-112
Prohibited Transaction Exemptions
S-113
Special Considerations Applicable to Insurance Company General Accounts
S-113
UNDERWRITING
S-114
Selling Restrictions
S-115
VALIDITY OF THE CERTIFICATES
S-118
EXPERTS
S-118
WHERE YOU CAN FIND MORE INFORMATION
S-118
Index of Defined Terms
Appendix I
Appraisal Letters
Appendix II
Summary of Appraised Values
Appendix III
Loan to Value Ratios of Equipment Notes
Appendix IV
Equipment Note Principal Amounts and Amortization Schedules
Appendix V
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Table of Contents
Prospectus

Page
ABOUT THIS PROSPECTUS
1
WHERE YOU CAN FIND MORE INFORMATION
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
3
THE COMPANY
5
RATIOS OF EARNINGS TO FIXED CHARGES
5
FORMATION OF THE TRUSTS
6
USE OF PROCEEDS
6
DESCRIPTION OF THE PASS THROUGH CERTIFICATES
7
General
8
Delayed Purchase of Equipment Notes
10
DESCRIPTION OF THE EQUIPMENT NOTES
11
General
11
Additional Notes
12
CREDIT ENHANCEMENTS
12
Ranking; Cross-Subordination
12
Credit Support Agreements
13
Guarantee of AMR
13
VALIDITY OF PASS THROUGH CERTIFICATES
13
EXPERTS
13
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Table of Contents
PRESENTATION OF INFORMATION
These offering materials consist of two documents: (a) this prospectus supplement, which describes the terms of the Certificates that we are currently offering, and
(b) the accompanying prospectus, which provides general information about us and our pass through certificates, some of which may not apply to the Certificates 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.
In this prospectus supplement, references to "American," the "Company," "we," "us" and "our" refer to American Airlines, Inc. and references to "AMR" refer to our
parent, AMR Corporation.
We have given certain capitalized terms specific meanings for purposes of this prospectus supplement. The "Index of Defined Terms" attached as Appendix I to this
prospectus supplement lists the page in this prospectus supplement on which we have defined each such term.
At varying places in this prospectus supplement, we refer you to other sections for additional information by indicating the caption heading of such other sections. The
page on which each principal caption included in this prospectus supplement can be found is listed in the foregoing Table of Contents. All such cross-references in this
prospectus supplement are to captions contained in this prospectus supplement and not the accompanying prospectus, unless otherwise stated.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus, any related company free writing 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, any related company free writing prospectus and the documents incorporated herein and therein by
reference, the words "expects," "plans," "anticipates," "indicates," "believes," "forecast," "guidance," "outlook," "may," "will," "should," "seeks," "targets" and similar
expressions are intended to identify forward-looking statements. Similarly, statements that describe our objectives, plans or goals, or actions we may take in the future, are
forward-looking statements. Forward-looking statements include, without limitation, our expectations concerning operations and financial conditions, including changes
in capacity, revenues, and costs; future financing plans and needs; the amounts of our unencumbered assets and other sources of liquidity; fleet plans; overall economic
and industry conditions; plans and objectives for future operations; regulatory approvals and actions, including our applications for antitrust immunity with other
oneworld alliance members; and the impact on us of our results of operations in recent 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, any related company free writing 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. Guidance given in this prospectus
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supplement, the accompanying prospectus, any related company free writing prospectus and the documents incorporated by reference herein and therein regarding
capacity, fuel consumption, fuel prices, fuel hedging and unit costs, and statements regarding expectations of regulatory approval of our application for antitrust immunity
with other oneworld members, are forward-looking statements.
Forward-looking statements are subject to a number of factors that could cause our 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: our materially weakened financial condition, resulting from our significant losses in recent years; very
weak demand for air travel and lower investment asset returns resulting from the severe global economic downturn; our need to raise substantial additional funds and our
ability to do so on acceptable terms; our ability to generate additional revenues and reduce our costs; continued high and volatile fuel prices and further increases in the
price of fuel, and the availability of fuel; GDS disputes; our substantial indebtedness and other obligations; our ability to satisfy certain covenants and conditions in certain
of our financing and other agreements; changes in economic and other conditions beyond our control, and the volatile results of our operations; the fiercely and
increasingly competitive business environment we face; potential industry consolidation and alliance changes; competition with reorganized carriers; low fare levels by
historical standards and our reduced pricing power; changes in our corporate or business strategy; extensive government regulation of our business; conflicts overseas or
terrorist attacks; uncertainties with respect to our international operations; outbreaks of a disease (such as SARS, avian flu or the H1N1 virus) that affects travel behavior;
labor costs that are higher than those of our competitors; uncertainties with respect to our relationships with unionized and other employee work groups; increased
insurance costs and potential reductions of available insurance coverage; our ability to retain key management personnel; potential failures or disruptions of our computer,
communications or other technology systems; losses and adverse publicity resulting from any accident involving our aircraft; interruptions or disruptions in service at one
or more of our primary market airports; the heavy taxation of the airline industry; changes in the price of AMR's common stock; and our ability to reach acceptable
agreements with third parties. Additional information concerning these and other factors is contained in our and AMR's filings with the Securities and Exchange
Commission (the "SEC"), including but not limited to our and AMR's Quarterly Reports on Form 10-Q for the quarter ended March 31, 2010, June 30, 2010 and
September 30, 2010 and our and AMR's Annual Reports on Form 10-K for the year ended December 31, 2009.
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