Obligation American Airlines 3.65% ( US023761AA74 ) en USD

American Airlines

100 % ▲

Etas-Unis

US023761AA74 ( en USD )

3.65% par an ( paiement semestriel )

14/08/2030

Prospectus brochure de l'obligation American Airlines US023761AA74 en USD 3.65%, échéance 14/08/2030

1 000 USD

536 811 000 USD

023761AA7

N/A

Baa1 ( Qualité moyenne inférieure )

15/02/2025 ( Dans 82 jours )

L'Obligation émise par American Airlines ( Etas-Unis ) , en USD, avec le code ISIN US023761AA74, paye un coupon de 3.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2030

L'Obligation émise par American Airlines ( Etas-Unis ) , en USD, avec le code ISIN US023761AA74, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

Filed Pursuant to Rule 424(b)(5)
424B5 1 d319966d424b5.htm FILED PURSUANT TO RULE 424(B)(5)
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-194685-01

CALCULATION OF REGISTRATION FEE

Maximum
Aggregate
Amount of
Title of Each Class of Securities Being Offered

Offering Price
Registration Fee(1)
Pass Through Certificates, Series 2017-1

$785,438,000

$91,032.26

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MARCH 19, 2014
$785,438,000

2017-1 Pass Through Trusts
Pass Through Certificates, Series 2017-1

American Airlines, Inc. is creating two separate pass through trusts that will issue American Airlines, Inc. Class AA and Class A Pass Through
Certificates, Series 2017-1. American Airlines, Inc. may offer Class B Pass Through Certificates, Series 2017-1 on or after the date of this prospectus
supplement, pursuant to a separate prospectus supplement or a separate offering memorandum (each referred to as "offering materials"), in addition to any
other additional classes of American Airlines, Inc. Pass Through Certificates, Series 2017-1 that may subsequently be offered, as provided herein. Neither
any Class B Pass Through Certificates nor any other additional classes of certificates are being offered pursuant to this prospectus supplement. A separate
trust will be established for each class of certificates that are issued.
The Class AA Certificates and Class A Certificates will represent interests in the assets of the related pass through trust. The proceeds from the sale of
the Class AA Certificates and Class A 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 Class AA Certificates and Class A Certificates will be subject to certain
subordination provisions described herein. The Class AA Certificates and Class A Certificates do not represent interests in American or any of its affiliates
and do not represent obligations of any of American's affiliates.
Subject to the distribution provisions described herein, the Class AA Certificates will rank generally senior to the Class A Certificates and any Class B
Certificates that may be issued; the Class A Certificates will rank generally junior to the Class AA Certificates and will rank generally senior to any Class B
Certificates that may be issued; and any Class B Certificates that may be issued will rank generally junior to the Class AA Certificates and the Class A
Certificates.
The equipment notes expected to be held by the pass through trust for the Class AA Certificates, the pass through trust for the Class A Certificates
and, if applicable, the pass through trust for any Class B Certificates, will be issued to finance the following 24 aircraft: (a) ten Airbus A321-231S aircraft
newly manufactured and scheduled for delivery to American from January 2017 to May 2017, (b) three Boeing 737-800 aircraft newly manufactured and
scheduled for delivery to American from March 2017 to May 2017, (c) three Boeing 787-8 aircraft newly manufactured and scheduled for delivery to
American from February 2017 to April 2017, (d) one Boeing 787-9 aircraft newly manufactured and scheduled for delivery to American in January 2017 and
(e) seven Embraer ERJ 175 LR aircraft newly manufactured and scheduled for delivery to American from February 2017 to May 2017. The equipment notes
issued for each aircraft will be secured by a security interest in all such aircraft. Interest on the issued and outstanding equipment notes expected to be held
by each pass through trust will be payable semiannually on February 15 and August 15 of each year, commencing on August 15, 2017, and principal on
such equipment notes is scheduled for payment on February 15 and August 15 of each year, commencing on February 15, 2018.
Citibank, N.A. will provide a separate liquidity facility for each of the Class AA Certificates and Class A Certificates, in each case in an amount sufficient
to make three semiannual interest distributions on the outstanding balance of the Certificates of such Class. Any Class B Certificates, if issued, may have
the benefit of a liquidity facility as described in the offering materials for such class of certificates.
The Certificates will not be listed on any national securities exchange.
I nve st ing in t he Ce rt ific a t e s involve s risk s. Se e "Risk Fa c t ors" be ginning on pa ge S-2 6 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of
https://www.sec.gov/Archives/edgar/data/4515/000119312517004635/d319966d424b5.htm[1/9/2017 8:04:39 AM]

Filed Pursuant to Rule 424(b)(5)
t he se se c urit ie s or de t e rm ine d if t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us is t rut hful or c om ple t e . Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

Aggre ga t e Fa c e
I nt e re st
Fina l Ex pe c t e d
Pric e t o
Pa ss T hrough Ce rt ific a t e s

Am ount

Ra t e

Dist ribut ion Da t e

Public (1 )
Class AA

$536,811,000

3.650%

February 15, 2029

100%
Class A

$284,627,000

4.000%

February 15, 2029

100%

(1) Plus accrued interest, if any, from the date of issuance.
The underwriters will purchase all of the Class AA Certificates and the Class A Certificates if any are purchased. The aggregate proceeds from the sale
of the Class AA Certificates and the Class A Certificates will be $785,438,000. American will pay the underwriters a commission of $8,247,099. Delivery of
the Class AA Certificates and the Class A Certificates in book-entry form will be made on or about January 13, 2017 against payment in immediately
available funds.
Joint Structuring Agents and Lead Bookrunners

Cre dit Suisse

Cit igroup

De ut sc he Ba nk Se c urit ie s
Joint Bookrunners

Goldm a n, Sa c hs & Co.

M orga n St a nle y
BofA M e rrill Lync h

Ba rc la ys

J .P. M orga n
BN P Pa riba s
Cre dit Agric ole Se c urit ie s
I CBC U S Ba nc orp
Prospectus Supplement dated January 4, 2017.
Table of Contents

TABLE OF CONTENTS
Prospectus Supplement

Page

PRESENTATION OF INFORMATION

S-iv
SPECIAL NOTE REGARDING FORWARD -LOOKING STATEMENTS

S-v
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-7
The Offering

S-9
Summary Historical Consolidated Financial Data

S-22
Ratio of Earnings to Fixed Charges

S-25
RISK FACTORS

S-26
Risks Relating to the Company and Industry-Related Risks

S-26
Risks Relating to the Certificates and the Offering

S-46
USE OF PROCEEDS

S-53
DESCRIPTION OF THE CERTIFICATES

S-54
General

S-54
Payments and Distributions

S-55
Subordination

S-59
Pool Factors

S-59
Reports to Certificateholders

S-61
Indenture Events of Default and Certain Rights Upon an Indenture Event of Default

S-62
Certificate Buyout Right of Certificateholders

S-64
PTC Event of Default

S-65
Merger, Consolidation and Transfer of Assets

S-65
Modification of the Pass Through Trust Agreements and Certain Other Agreements

S-66
Obligation to Purchase Equipment Notes

S-71
Termination of the Trusts

S-72
https://www.sec.gov/Archives/edgar/data/4515/000119312517004635/d319966d424b5.htm[1/9/2017 8:04:39 AM]

Filed Pursuant to Rule 424(b)(5)
The Trustees

S-73
Book-Entry Registration; Delivery and Form

S-73
DESCRIPTION OF THE DEPOSIT AGREEMENTS

S-77
General

S-77
Withdrawal of Deposits to Purchase Equipment Notes

S-77
Other Withdrawals and Return of Deposits

S-77
Replacement of Depositary

S-78
Limitation on Damages

S-79
Depositary

S-80
DESCRIPTION OF THE ESCROW AGREEMENTS

S-81
General

S-81
Certain Modifications of the Escrow Agreements and Note Purchase Agreement

S-82
The Escrow Agent

S-83
The Paying Agent

S-83
DESCRIPTION OF THE LIQUIDITY FACILITIES

S-84
General

S-84
Drawings

S-84
Replacement of Liquidity Facilities

S-86
Reimbursement of Drawings

S-88
Liquidity Events of Default

S-90
Liquidity Provider

S-90
DESCRIPTION OF THE INTERCREDITOR AGREEMENT

S-91
Intercreditor Rights

S-91
Post Default Appraisals

S-94
Priority of Distributions

S-95
Voting of Equipment Notes

S-99
Certain Communications with Certificateholders

S-100
Reports

S-100
The Subordination Agent

S-101
DESCRIPTION OF THE AIRCRAFT AND THE APPRAISALS

S-102
The Aircraft

S-102
The Appraisals

S-103
Deliveries of Aircraft

S-104
DESCRIPTION OF THE EQUIPMENT NOTES

S-106
General

S-106
Subordination

S-107
Principal and Interest Payments

S-108
Redemption

S-109
Security

S-110

S-i
Table of Contents

Page

Loan to Value Ratios of Equipment Notes

S-111
Limitation of Liability

S-112
Indenture Events of Default, Notice and Waiver

S-112
Remedies

S-113
Modification of Indentures

S-115
Indemnification

S-116
Certain Provisions of the Indentures

S-116
POSSIBLE ISSUANCE OF ADDITIONAL CERTIFICATES AND REFINANCING AND REISSUANCE OF CERTIFICATES

S-123
Issuance of Additional Certificates

S-123
Refinancing or Reissuance of Certificates

S-124
Additional Liquidity Facilities

S-124
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

S-125
General

S-125
Tax Status of the Trusts

S-125
https://www.sec.gov/Archives/edgar/data/4515/000119312517004635/d319966d424b5.htm[1/9/2017 8:04:39 AM]

Filed Pursuant to Rule 424(b)(5)
Taxation of Certificateholders Generally

S-126
Effect of Reallocation of Payments under the Intercreditor Agreement

S-126
Sale or Other Disposition of the Certificates

S-127
Foreign Certificateholders

S-127
Information Reporting and Backup Withholding

S-128
Foreign Account Tax Compliance Act

S-128
CERTAIN DELAWARE TAXES

S-130
CERTAIN ERISA CONSIDERATIONS

S-131
General

S-131
Plan Assets Issues

S-131
Prohibited Transaction Exemptions

S-132
Special Considerations Applicable to Insurance Company General Accounts

S-133
UNDERWRITING

S-134
Selling Restrictions

S-136
VALIDITY OF THE CERTIFICATES

S-140
EXPERTS

S-140
WHERE YOU CAN FIND MORE INFORMATION

S-141
APPENDIX I--I NDEX OF DEFINED TERMS

I-1
APPENDIX II--APPRAISAL LETTERS

II-1
APPENDIX III-- SUMMARY OF APPRAISED VALUES

III-1
APPENDIX IV-- LOAN TO VALUE RATIO TABLES

IV-1
APPENDIX V-- EQUIPMENT NOTE PRINCIPAL AMOUNTS AND AMORTIZATION SCHEDULES

V-1

Prospectus

Page
ABOUT THIS PROSPECTUS

i
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

1
THE COMPANY

3
RISK FACTORS

4
USE OF PROCEEDS; DESCRIPTION OF PASS THROUGH CERTIFICATES

5
CREDIT ENHANCEMENTS

6
PLAN OF DISTRIBUTION

7
LEGAL MATTERS

8
EXPERTS

8

S-ii
Table of Contents
We have not, and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs &
Co., Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., J.P. Morgan Securities LLC, BNP
Paribas Securities Corp., Credit Agricole Securities (USA) Inc., ICBC Standard Bank Plc and U.S. Bancorp Investments, Inc. (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.

S-iii
https://www.sec.gov/Archives/edgar/data/4515/000119312517004635/d319966d424b5.htm[1/9/2017 8:04:39 AM]

Filed Pursuant to Rule 424(b)(5)
Table of Contents
PRESENTATION OF INFORMATION
These offering materials consist of two documents: (a) this prospectus supplement, which describes the terms of the American Airlines, Inc.
Class AA and Class A Pass Through Certificates, Series 2017-1 (collectively, the "Certificates", and each, a "Certificate") 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, unless otherwise specified, references to "American," the "Company," "we," "us" and "our" refer to
American Airlines, Inc.; references to "AAG" refer to our parent, American Airlines Group Inc.; and references to "AMR" refer to AAG during the
period of time prior to its acquisition of US Airways Group, Inc. ("US Airways Group").
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.

S-iv
Table of Contents
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain of the statements contained in this prospectus supplement, the accompanying prospectus, any related company free writing prospectus
and the documents incorporated by reference herein and therein represent our expectations or beliefs concerning future events and should be
considered "forward-looking statements" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. These forward-looking
statements may be identified by words such as "may," "will," "expect," "intend," "anticipate," "believe," "estimate," "plan," "project," "could,"
"should," "would," "continue," "seek," "target," "guidance," "outlook," "if current trends continue," "optimistic," "forecast" and other similar
words. Such statements include, but are not limited to, statements about the benefits of the merger of AMR Merger Sub, Inc. ("Merger Sub") with
and into US Airways Group, with US Airways Group surviving as a wholly-owned subsidiary of AMR (the "Merger") pursuant to that certain
Agreement and Plan of Merger, dated as of February 13, 2013, by and among AMR, Merger Sub and US Airways Group (as amended, the
"Merger Agreement"), including future financial and operating results, our plans, objectives, expectations and intentions, and other statements that
are not historical facts, such as, without limitation, statements that 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. These forward-looking
statements are based on our current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause
actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These
risks and uncertainties include, but are not limited to, those described below under "Risk Factors" and the following: significant operating losses in
the future; downturns in economic conditions that adversely affect our business; the impact of continued periods of high volatility in fuel costs,
increased fuel prices and significant disruptions in the supply of aircraft fuel; competitive practices in the industry, including the impact of
low-cost carriers, airline alliances and industry consolidation; the challenges and costs of integrating operations and realizing anticipated synergies
and other benefits of the Merger; costs of ongoing data security compliance requirements and the impact of any significant data security breach; our
substantial indebtedness and other obligations and the effect they could have on our business and liquidity; an inability to obtain sufficient
financing or other capital to operate successfully and in accordance with our current business plan; increased costs of financing, a reduction in the
availability of financing and fluctuations in interest rates; the effect our high level of fixed obligations may have on our ability to fund general
corporate requirements, obtain additional financing and respond to competitive developments and adverse economic and industry conditions; our
significant pension and other postretirement benefit funding obligations; the impact of any failure to comply with the covenants contained in
financing arrangements; provisions in credit card processing and other commercial agreements that may materially reduce our liquidity; the impact
of union disputes, employee strikes and other labor-related disruptions; any inability to maintain labor costs at competitive levels; interruptions or
https://www.sec.gov/Archives/edgar/data/4515/000119312517004635/d319966d424b5.htm[1/9/2017 8:04:39 AM]

Filed Pursuant to Rule 424(b)(5)
disruptions in service at one or more of our hub airports; any inability to obtain and maintain adequate facilities, infrastructure and landing and
take-off rights and authorizations ("slots") to operate our flight schedule and expand or change our route network; our reliance on third-party
regional operators or third-party service providers that have the ability to affect our revenue and the public's perception about our services; any
inability to effectively manage the costs, rights and functionality of third-party distribution channels on which we rely; extensive government
regulation, which may result in increases in our costs, disruptions to our operations, limits on our operating flexibility, reductions in the demand
for air travel, and competitive disadvantages; the impact of the heavy taxation on the airline industry; changes to our business model that may not
successfully increase revenues and may cause operational difficulties or decreased demand; the loss of key personnel or inability to attract and
retain additional qualified personnel; the impact of conflicts overseas, terrorist attacks and ongoing security concerns; the global scope of our
business and any associated economic and political instability or adverse effects of events, circumstances or government actions beyond our
control, including the impact of foreign currency exchange rate fluctuations and limitations on the repatriation of cash held in foreign countries; the
impact of environmental and noise regulation; the impact associated with climate change, including increased regulation to reduce emissions of
greenhouse gases; our reliance on technology and automated systems and the impact of any failure of these technologies or systems; challenges in
integrating our computer, communications

S-v
Table of Contents
and other technology systems; losses and adverse publicity stemming from any accident involving any of our aircraft or the aircraft of our regional
or codeshare operators; delays in scheduled aircraft deliveries, or other loss of anticipated fleet capacity, and failure of new aircraft to perform as
expected; our dependence on a limited number of suppliers for aircraft, aircraft engines and parts; the impact of changing economic and other
conditions beyond our control, including global events that affect travel behavior such as an outbreak of a contagious disease, and volatility and
fluctuations in our results of operations due to seasonality; the effect of a higher than normal number of pilot retirements, more stringent duty time
regulations, increased flight hour requirements for commercial airline pilots and other factors that have caused a shortage of pilots; the impact of
possible future increases in insurance costs or reductions in available insurance coverage; the effect on our financial position and liquidity of being
party to or involved in litigation; an inability to use net operating losses ("NOLs") carried over from prior taxable years ("NOL Carryforwards");
any impairment in the amount of our goodwill and an inability to realize the full value of our intangible or long-lived assets and any material
impairment charges that would be recorded as a result; and other economic, business, competitive, and/or regulatory factors affecting our business,
including those set forth in our Annual Report on Form 10-K for the year ended December 31, 2015 (especially in Part I, Item 1A--Risk Factors
and Part II, Item 7--Management's Discussion and Analysis of Financial Condition and Results of Operations); in our Quarterly Reports on Form
10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016 (especially in Part I, Item 2--Management's Discussion and
Analysis of Financial Condition and Results of Operations and Part II, Item IA--Risk Factors) and in our other filings with the Securities and
Exchange Commission (the "SEC"), and other risks and uncertainties listed from time to time in our filings with the SEC.
Additional information concerning these and other factors is contained in our filings with the SEC, including but not limited to our Annual
Report on Form 10-K for the year ended December 31, 2015 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016,
June 30, 2016 and September 30, 2016. 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 qualified in their entirety by reference to the
factors discussed below under "Risk Factors" and elsewhere in this prospectus supplement and based upon information available to us on the date
of this prospectus supplement or such document. There may be other factors of which we are not currently aware that may affect matters discussed
in the forward-looking statements and may also cause actual results to differ materially from those discussed. We do not assume any obligation to
publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting
such statements other than as required by law. Forward-looking statements speak only as of the date of this prospectus supplement or as of the dates
indicated in the statements.
CERTAIN VOLCKER RULE CONSIDERATIONS
Neither of the Class AA Trust or the Class A Trust are or, immediately after the issuance of the Certificates pursuant to the Trust
Supplements, will be a "covered fund" as defined in the final regulations issued December 10, 2013 implementing the "Volcker Rule" (Section 619
of the Dodd-Frank Wall Street Reform and Consumer Protection Act). In making the foregoing determination, such Trusts are relying upon the
exemption from registration set forth in Rule 3a-7 under the Investment Company Act of 1940, as amended, although additional exemptions or
exclusions may be available to such Trusts.
INFORMATION RELATED TO CLASS B CERTIFICATES
Class B Certificates are not being offered pursuant to this prospectus supplement. All statements in this prospectus supplement relating to the
Class B Certificates are for informational purposes only.
https://www.sec.gov/Archives/edgar/data/4515/000119312517004635/d319966d424b5.htm[1/9/2017 8:04:39 AM]

Filed Pursuant to Rule 424(b)(5)

S-vi
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, the accompanying prospectus and any related
company free writing prospectus carefully, including the section entitled "Risk Factors" and the "Special Note Regarding Forward-Looking
Statements" in this prospectus supplement, as well as the materials filed with the SEC that are considered to be a part of this prospectus
supplement, the accompanying prospectus and any related company free writing prospectus before making an investment decision. See
"Where You Can Find More Information" in this prospectus supplement.
The Company
American was founded in 1934 and is a principal wholly-owned subsidiary of AAG, a Delaware corporation. All of American's common
stock is owned by AAG. American has hubs in Charlotte, Chicago, Dallas/Fort Worth, Los Angeles, Miami, New York, Philadelphia, Phoenix
and Washington, D.C. As of September 30, 2016, American operated 922 mainline aircraft and was supported by American's regional airline
affiliates and third-party regional carriers, which operated an additional 599 regional aircraft. American is a founding member of the
oneworld® alliance, whose members serve more than 1,000 destinations with about 14,250 daily flights to over 150 countries.
On November 29, 2011, AMR, American, and certain of AMR's other direct and indirect domestic subsidiaries (collectively, the
"Debtors") filed voluntary petitions for relief (the "Chapter 11 Cases") under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). On October 21,
2013, the Bankruptcy Court entered an order approving and confirming the Debtors' fourth amended joint plan of reorganization (as amended,
the "Bankruptcy Plan"). On December 9, 2013, the Debtors consummated their reorganization pursuant to the Bankruptcy Plan, principally
through the transactions contemplated by the Merger Agreement. Following the Merger, American and US Airways, Inc. ("US Airways")
began moving toward operating under the single brand name of "American Airlines." In the second quarter of 2015, American and US
Airways received a single operating certificate from the Federal Aviation Administration (the "FAA") for American and US Airways, marking
a major milestone in the integration of the two airlines. On October 17, 2015, AAG completed its transition to a single reservations system,
retiring the US Airways name and website. In addition, on December 30, 2015, US Airways merged with and into American with American as
the surviving entity and US Airways ceased to exist as a legal entity.
American's principal executive office is located at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155. American's telephone
number is 817-963-1234 and its Internet address is www.aa.com. Information contained on American's website is not and should not be
deemed a part of this prospectus supplement.

S-1
Table of Contents
SUMMARY OF TERMS OF CERTIFICATES

Class AA
Class A

Certificates

Certificates
Aggregate Face Amount

$536,811,000

$248,627,000
Interest Rate

3.650%

4.000%
Initial Loan to Aircraft Value Ratio (cumulative)(1)(2)

38.6%

56.4%
Expected Maximum Loan to Aircraft Value Ratio (cumulative)(2)

38.6%

56.4%
Expected Principal Distribution Window (in years from Issuance Date)(3)

1.1-12.1

1.1-12.1
Initial Average Life (in years from Issuance Date)

8.8

8.8
Regular Distribution Dates
February 15 and
February 15 and

August 15

August 15
https://www.sec.gov/Archives/edgar/data/4515/000119312517004635/d319966d424b5.htm[1/9/2017 8:04:39 AM]

Filed Pursuant to Rule 424(b)(5)
Final Expected Regular Distribution Date(3)

February 15, 2029

February 15, 2029
Final Legal Distribution Date(4)

August 15, 2030

August 15, 2030
Minimum Denomination(5)

$2,000

$2,000
Section 1110 Protection

Yes

Yes
Liquidity Facility Coverage
3 semiannual interest
3 semiannual interest

payments

payments

(1)
These percentages are calculated assuming that each of the Aircraft listed under "--Equipment Notes and the Aircraft" in this prospectus
supplement summary has been subjected to an Indenture and that the Trusts have purchased the related Equipment Notes for each such
Aircraft as of August 15, 2017, the first Regular Distribution Date that occurs after all Aircraft are expected to have been financed
pursuant to this offering. In calculating these percentages, we have assumed that the aggregate Assumed Aircraft Value of all such
Aircraft is $1,391,473,383 as of such date. In calculating the aggregate Assumed Aircraft Value, we assumed that the appraised value of
each Aircraft determined as described under "Description of the Aircraft and the Appraisals" declines in accordance with the
Depreciation Assumption described under "Description of the Equipment Notes--Loan to Value Ratios of Equipment Notes." Other
rates or methods of depreciation could result in materially different LTVs. We cannot assure you that the depreciation rate and method
assumed for purposes of the above table are the ones most likely to occur or predict the actual future value of any Aircraft. See "Risk
Factors--Risks Relating to the Certificates and the Offering--Appraisals should not be relied upon as a measure of realizable value of
the Aircraft."
(2)
See "--Loan to Aircraft Value Ratios" in this prospectus supplement summary for the method and assumptions we used in calculating
the loan to Aircraft value ratios and a discussion of certain ways that such loan to Aircraft value ratios could change.
(3)
Each series of Equipment Notes will mature on the final expected Regular Distribution Date for the Certificates issued by the Trust that
owns such Equipment Notes.
(4)
The Final Legal Distribution Date for each of the Class AA Certificates and Class A Certificates is the date that is 18 months after the
final expected Regular Distribution Date for that class of Certificates, which represents the period corresponding to the applicable
Liquidity Facility coverage of three successive semiannual interest payments.
(5)
The Certificates will be issued in minimum denominations of $2,000 (or such other denomination that is the lowest integral multiple of
$1,000 that is, at the time of issuance, equal to at least 1,000 euros) and integral multiples of $1,000 in excess thereof, except that one
Certificate of each class may be issued in a different denomination.

S-2
Table of Contents
EQUIPMENT NOTES AND THE AIRCRAFT
The Trusts are expected to hold Equipment Notes issued for, and secured by, each of the following 24 aircraft: (a) ten Airbus A321-231S
aircraft newly manufactured and scheduled for delivery to American from January 2017 to May 2017, (b) three Boeing 737-800 aircraft newly
manufactured and scheduled for delivery to American from March 2017 to May 2017, (c) three Boeing 787-8 aircraft newly manufactured and
scheduled for delivery to American from February 2017 to April 2017, (d) one Boeing 787-9 aircraft newly manufactured and scheduled for
delivery to American in January 2017 and (e) seven Embraer ERJ 175 LR aircraft newly manufactured and scheduled for delivery to
American from February 2017 to May 2017 (each such aircraft, an "Aircraft", and, collectively, the "Aircraft").
American expects that each Airbus A321-231S aircraft, each Boeing 737-800 aircraft, each Boeing 787-8 aircraft and the Boeing 787-9
aircraft that is scheduled to be delivered to American after the date of this prospectus supplement (each, an "Airbus/Boeing Aircraft") will be
owned and operated by American, and that each Embraer ERJ 175 LR aircraft that is scheduled to be delivered to American after the date of
this prospectus supplement (each, an "Embraer Aircraft") will be leased by American to Envoy Air Inc. ("Envoy"), an affiliated regional
carrier that will operate such Embraer Aircraft on behalf of American in regional operations. See "Description of the Aircraft and the
Appraisals" for a description of each Aircraft to be financed with the proceeds of this offering. Set forth below is certain information about the
Equipment Notes expected to be held in the Trusts and each of the Aircraft expected to secure such Equipment Notes.
On and subject to the terms and conditions of the Note Purchase Agreement and the forms of financing agreements attached to the Note
Purchase Agreement, American agrees to enter into a secured debt financing with respect to each Aircraft on or prior to the Outside
Termination Date. See "Description of the Aircraft and the Appraisals--Deliveries of Aircraft."

Initial Principal
Actual or
Amount of Series
Actual or
Expected
Actual or
AA Equipment
Expected
Manufacturer's
Scheduled
Notes and Series
https://www.sec.gov/Archives/edgar/data/4515/000119312517004635/d319966d424b5.htm[1/9/2017 8:04:39 AM]

Filed Pursuant to Rule 424(b)(5)
Registration
Serial
Month of
A Equipment
Appraised
Latest Equipment
Aircraft Type

Number(1)
Number(1)

Delivery(1)
Notes

Value(2)
Note Maturity Date
Airbus A321-231S
N997AA
7349 January 2017 $
30,630,000 $
55,090,000 February 15, 2029
Airbus A321-231S
N998AN
7509 January 2017
30,630,000
55,090,000 February 15, 2029
Airbus A321-231S
N930AU
7539 February 2017
30,680,000
55,180,000 February 15, 2029
Airbus A321-231S
N931AM
7541 February 2017
30,680,000
55,180,000 February 15, 2029
Airbus A321-231S
N932AM
7419 March 2017
30,704,000
55,223,333 February 15, 2029
Airbus A321-231S
N933AM
7564 March 2017
30,704,000
55,223,333 February 15, 2029
Airbus A321-231S
N900UW
7617 April 2017
30,758,000
55,320,000 February 15, 2029
Airbus A321-231S
N901AA
7636 April 2017
30,758,000
55,320,000 February 15, 2029
Airbus A321-231S
N934AA
7500 April 2017
30,758,000
55,320,000 February 15, 2029
Airbus A321-231S
N903AA
7566 May 2017
30,782,000
55,363,333 February 15, 2029
Boeing 737-800
N316PF
31262 March 2017
27,194,000
48,910,000 February 15, 2029
Boeing 737-800
N317PG
33344 April 2017
27,264,000
49,036,667 February 15, 2029
Boeing 737-800
N335PH
31265 May 2017
27,287,000
49,076,667 February 15, 2029
Boeing 787-8(3)
N817AN
40635 February 2017
67,174,000
120,816,667 February 15, 2029
Boeing 787-8(3)
N818AL
40636 March 2017
67,230,000
120,916,667 February 15, 2029
Boeing 787-8(3)
N819AN
40637 April 2017
67,322,000
121,083,333 February 15, 2029
Boeing 787-9(3)
N825AA
40644 January 2017
78,433,000
141,066,667 February 15, 2029
Embraer ERJ 175 LR
N248NN
17000630 February 2017
16,602,000
29,860,000 February 15, 2029
Embraer ERJ 175 LR
N249NN
17000634 March 2017
16,615,000
29,883,333 February 15, 2029
Embraer ERJ 175 LR
N250NN
17000635 March 2017
16,615,000
29,883,333 February 15, 2029
Embraer ERJ 175 LR
N251NN
17000641 April 2017
16,648,000
29,943,333 February 15, 2029
Embraer ERJ 175 LR
N252NN
17000642 April 2017
16,648,000
29,943,333 February 15, 2029
Embraer ERJ 175 LR
N253NN
17000649 May 2017
16,661,000
29,966,667 February 15, 2029
Embraer ERJ 175 LR
N254NN
17000650 May 2017
16,661,000
29,966,667 February 15, 2029
Total:

$
785,438,000 $1,412,663,333

S-3
Table of Contents

(1) The indicated registration number, manufacturer's serial number and scheduled delivery month for each Aircraft reflect our current expectations, although these
may differ for the actual aircraft delivered under the applicable aircraft purchase agreement between American and the applicable aircraft manufacturer and
financed under this offering. The delivery deadline for purposes of financing an Aircraft pursuant to this offering is September 30, 2017 (or later under certain
circumstances). The actual delivery date of any Aircraft may differ from its currently scheduled delivery month and is subject to delay or acceleration. See
"Description of the Aircraft and the Appraisals--Deliveries of Aircraft." In addition, American has certain rights to finance a Substitute Aircraft in lieu of any
Aircraft if the delivery of such Aircraft is delayed for more than 30 days after the last day of the month scheduled for delivery. See "Description of the Aircraft
and the Appraisals--Substitute Aircraft."
(2) The appraised value of each Aircraft set forth above is the lesser of the average and median appraised value of such Aircraft as appraised by three independent
appraisal and consulting firms (Aircraft Information Services, Inc. ("AISI"), BK Associates, Inc. ("BK") and Morten Beyer & Agnew, Inc. ("mba," and together
with AISI and BK, the "Appraisers")). Such appraisals indicate the appraised base value projected as of its scheduled delivery month at the time of the related
appraisal. The AISI appraisal is dated December 31, 2016, the BK appraisal is dated December 29, 2016 and the mba appraisal is dated December 29, 2016. The
Appraisers based their appraisals on varying assumptions (which may not reflect current market conditions) and methodologies. See "Description of the Aircraft
and the Appraisals--The Appraisals." An appraisal is only an estimate of value and you should not rely on any appraisal as a measure of realizable value. See
"Risk Factors--Risks Relating to the Certificates and the Offering--Appraisals should not be relied upon as a measure of realizable value of the Aircraft."
(3) This aircraft is approved for Extended Operations ("ETOPs").

S-4
Table of Contents
LOAN TO AIRCRAFT VALUE RATIOS
The following table provides loan to Aircraft value ratios ("LTVs") for each class of Certificates, assuming that each of the Aircraft has
been subjected to an Indenture and that the Trusts have purchased the related Equipment Notes for each such Aircraft, as of August 15, 2017
(the first Regular Distribution Date that occurs after all Aircraft are expected to have been financed pursuant to this offering) and each Regular
Distribution Date thereafter. The LTVs for any period prior to August 15, 2017 are not included, because during such period all of the
https://www.sec.gov/Archives/edgar/data/4515/000119312517004635/d319966d424b5.htm[1/9/2017 8:04:39 AM]

Filed Pursuant to Rule 424(b)(5)
Equipment Notes expected to be acquired by the Trusts with respect to each Aircraft may not yet be issued and therefore are not included in
the calculation. The table is not a forecast or prediction of expected or likely LTVs, but simply a mathematical calculation based upon one set
of assumptions. See "Risk Factors--Risks Relating to the Certificates and the Offering--Appraisals should not be relied upon as a measure of
realizable value of the Aircraft."
We compiled the following table on an aggregate basis. However, the Equipment Notes issued under an Indenture are entitled only to
certain specified cross-collateralization provisions as described under "Description of the Equipment Notes--Security." The relevant LTVs in
a default situation for the Equipment Notes issued under a particular Indenture would depend on various factors, including the extent to which
the debtor or trustee in bankruptcy agrees to perform American's obligations under the Indentures. Therefore, the following aggregate LTVs
are presented for illustrative purposes only and should not be interpreted as indicating the degree of cross-collateralization available to the
holders of the Certificates.

Aggregate

Pool Balance(2)

LTV(3)

Assumed
Aircraft
Class AA
Class A
Class AA
Class A
Date

Value(1)

Certificates
Certificates
Certificates

Certificates
August 15, 2017

$1,391,473,383
$536,811,000
$248,627,000

38.6%

56.4%
February 15, 2018

1,370,283,433
515,875,371
238,930,547

37.6%

55.1%
August 15, 2018

1,349,093,483
495,879,161
229,669,191

36.8%

53.8%
February 15, 2019

1,327,903,533
483,129,900
223,764,300

36.4%

53.2%
August 15, 2019

1,306,713,583
470,380,639
217,859,409

36.0%

52.7%
February 15, 2020

1,285,523,633
457,631,378
211,954,518

35.6%

52.1%
August 15, 2020

1,264,333,683
444,882,116
206,049,626

35.2%

51.5%
February 15, 2021

1,243,143,733
432,132,855
200,144,735

34.8%

50.9%
August 15, 2021

1,221,953,783
419,383,594
194,239,844

34.3%

50.2%
February 15, 2022

1,200,763,833
406,634,333
188,334,953

33.9%

49.5%
August 15, 2022

1,179,573,883
393,850,071
182,430,061

33.4%

48.9%
February 15, 2023

1,158,383,933
381,135,810
176,525,170

32.9%

48.1%
August 15, 2023

1,137,193,983
368,386,549
170,620,279

32.4%

47.4%
February 15, 2024

1,116,004,033
355,637,288
164,715,388

31.9%

46.6%
August 15, 2024

1,094,814,083
342,888,026
158,810,496

31.3%

45.8%
February 15, 2025

1,073,624,133
330,138,765
152,905,605

30.7%

45.0%
August 15, 2025

1,052,434,183
317,389,504
147,000,714

30.2%

44.1%
February 15, 2026

1,031,244,233
304,640,243
141,095,823

29.5%

43.2%
August 15, 2026

1,010,054,283
291,890,981
135,190,931

28.9%

42.3%
February 15, 2027

988,864,333
279,141,720
129,286,040

28.2%

41.3%
August 15, 2027

967,674,383
266,392,459
123,381,149

27.5%

40.3%
February 15, 2028

946,484,433
253,643,198
117,476,258

26.8%

39.2%
August 15, 2028

925,294,483
240,893,936
111,571,366

26.0%

38.1%
February 15, 2029

904,104,533

--

--

0.0%

0.0%

(1)
In calculating the aggregate Assumed Aircraft Value, we assumed that the appraised value of each Aircraft determined as described
under "Description of the Aircraft and the Appraisals" declines in accordance with

S-5
Table of Contents
the Depreciation Assumption described under "Description of the Equipment Notes--Loan to Value Ratios of Equipment Notes." Other
rates or methods of depreciation could result in materially different LTVs. We cannot assure you that the depreciation rate and method

assumed for purposes of the above table are the ones most likely to occur or predict the actual future value of any Aircraft. See "Risk
Factors--Risks Relating to the Certificates and the Offering--Appraisals should not be relied upon as a measure of realizable value of
the Aircraft."
(2)
The "pool balance" for each class of Certificates indicates, as of any date, after giving effect to any principal distributions expected to be
made on such date, the portion of the original face amount of such class of Certificates that has not been distributed to Certificateholders.
(3)
We obtained the LTVs for each class of Certificates for each Regular Distribution Date by dividing (i) the expected outstanding pool
balance of such Class (together, in the case of the Class A Certificates, with the expected outstanding pool balance of the Class AA
Certificates) after giving effect to the principal distributions expected to be made on such date, by (ii) the aggregate Assumed Aircraft
https://www.sec.gov/Archives/edgar/data/4515/000119312517004635/d319966d424b5.htm[1/9/2017 8:04:39 AM]

Document Outline

#1">
- #1">