Bond Americana Airlines 4% ( US02377BAA44 ) in USD

Americana Airlines

100 % ▲

United States

US02377BAA44 ( in USD )

4% per year ( payment 2 times a year)

21/03/2029

Prospectus brochure of the bond American Airlines US02377BAA44 en USD 4%, maturity 21/03/2029

1 000 USD

239 271 000 USD

02377BAA4

BB+ ( Non-investment grade speculative )

Baa3 ( Lower medium grade - Investment-grade )

22/09/2025 ( In 144 days )

American Airlines is a major American airline headquartered in Fort Worth, Texas, operating a large network of domestic and international flights.

The Bond issued by Americana Airlines ( United States ) , in USD, with the ISIN code US02377BAA44, pays a coupon of 4% per year.
The coupons are paid 2 times per year and the Bond maturity is 21/03/2029

The Bond issued by Americana Airlines ( United States ) , in USD, with the ISIN code US02377BAA44, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Americana Airlines ( United States ) , in USD, with the ISIN code US02377BAA44, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Filed Pursuant to Rule 424(b)(5)
424B5 1 d89379d424b5.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 2015-2

$1,061,768,000

$123,377.45

(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
$1,061,768,000

2015-2 PASS THROUGH TRUSTS
PASS THROUGH CERTIFICATES, SERIES 2015-2

American Airlines, Inc. is creating three separate pass through trusts that will issue American Airlines, Inc. Class AA, Class A and Class B Pass Through
Certificates, Series 2015-2.
Each Certificate will represent an interest in the assets of the related pass through trust. The proceeds from the sale of the Certificates will be used on
the date of issuance of such Certificates 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 will be subject to certain subordination provisions described herein. The Certificates do not represent interests in, or
obligations of, American or any of its affiliates.
Subject to the distribution provisions described herein, the Class AA Certificates will rank generally senior to the Class A Certificates and the Class B
Certificates; the Class A Certificates will rank generally junior to the Class AA Certificates and will rank generally senior to the Class B Certificates;
and the Class B Certificates will rank generally junior to the Class AA Certificates and the Class A Certificates.
The equipment notes expected to be held by each pass through trust will be issued to finance 21 aircraft: (a) three Airbus A319-112 aircraft delivered new
to American from April 2015 to June 2015, (b) nine Airbus A321-231 aircraft delivered new to American from April 2015 to August 2015, (c) three Boeing
737-823 aircraft delivered new to American from March 2015 to June 2015, (d) one Boeing 777-323ER aircraft delivered new to American in February
2015 and (e) five Boeing 787-8 aircraft delivered new to American from February 2015 to August 2015. 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 March 22 and September 22 of each year, commencing on March 22, 2016, and principal on such equipment notes is
scheduled for payment on March 22 and September 22 of each year, commencing on September 22, 2016.
Commonwealth Bank of Australia, New York Branch, will provide a liquidity facility for the Class AA Certificates, and Crédit Agricole Corporate and
Investment Bank, acting through 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 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 AA

$583,226,000

3.60%
September 22, 2027

100%
Class A

$239,271,000

4.00%
September 22, 2027

100%
Class B

$239,271,000

4.40%
September 22, 2023

100%

http://www.sec.gov/Archives/edgar/data/4515/000119312515319542/d89379d424b5.htm[9/14/2015 5:17:36 PM]

Filed Pursuant to Rule 424(b)(5)
(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 $1,061,768,000. American will pay
the underwriters a commission of $11,148,564. Delivery of the Certificates in book-entry form will be made on or about September 24, 2015 against payment in immediately
available funds.

Sole Structuring Agent and Lead Bookrunner
MORGAN STANLEY
Joint Bookrunners

CITIGROUP
CREDIT SUISSE
DEUTSCHE BANK
GOLDMAN, SACHS & CO.

SECURITIES

BARCLAYS
BofA MERRILL LYNCH
BNP PARIBAS
CREDIT AGRICOLE
J.P. MORGAN

SECURITIES

Prospectus Supplement dated September 10, 2015.
Table of Contents

TABLE OF CONTENTS
Prospectus Supplement

Page

Page
PRESENTATION OF INFORMATION

iv
DESCRIPTION OF THE LIQUIDITY FACILITIES
S-67
SPECIAL NOTE REGARDING FORWARD-LOOKING
General
S-67
STATEMENTS

iv
Drawings
S-67
PROSPECTUS SUPPLEMENT SUMMARY

S-1
Replacement of Liquidity Facilities
S-68
The Company

S-1
Reimbursement of Drawings
S-71
Summary of Terms of Certificates

S-2
Liquidity Events of Default
S-73
Equipment Notes and the Aircraft

S-3
Liquidity Providers
S-73
Loan to Aircraft Value Ratios

S-4
DESCRIPTION OF THE INTERCREDITOR AGREEMENT
S-74
Cash Flow Structure

S-5
Intercreditor Rights
S-74
The Offering

S-6
Post Default Appraisals
S-77
Summary Historical Consolidated Financial Data

S-18
Priority of Distributions
S-77
RISK FACTORS

S-21
Voting of Equipment Notes
S-82
Risks Relating to the Company and Industry-Related
Certain Communications with Certificateholders
S-82
Risks

S-21
Reports
S-82
Risks Relating to the Certificates and the Offering

S-40
The Subordination Agent
S-83
USE OF PROCEEDS

S-47
DESCRIPTION OF THE AIRCRAFT AND THE APPRAISALS
S-84
DESCRIPTION OF THE CERTIFICATES

S-48
The Aircraft
S-84
General

S-48
The Appraisals
S-85
Payments and Distributions

S-49
DESCRIPTION OF THE EQUIPMENT NOTES
S-87
Subordination

S-51
General
S-87
Pool Factors

S-51
Subordination
S-87
Reports to Certificateholders

S-53
Principal and Interest Payments
S-89
Indenture Events of Default and Certain Rights Upon an
Redemption
S-89
Indenture Event of Default

S-53
Security
S-91
Certificate Buyout Right of Certificateholders

S-55
Loan to Value Ratios of Equipment Notes
S-92
PTC Event of Default

S-57
Limitation of Liability
S-92
Merger, Consolidation and Transfer of Assets

S-57
Indenture Events of Default, Notice and Waiver
S-92
Modification of the Pass Through Trust Agreements and
Remedies
S-93
Certain Other Agreements

S-58
Modification of Indentures
S-95
Obligation to Purchase Equipment Notes

S-62
Indemnification
S-96
Termination of the Trusts

S-62
Certain Provisions of the Indentures
S-96
The Trustees

S-63
POSSIBLE ISSUANCE OF ADDITIONAL CERTIFICATES AND
Book-Entry Registration; Delivery and Form

S-63
REFINANCING AND REISSUANCE OF CERTIFICATES
S-103
Issuance of Additional Certificates
S-103

http://www.sec.gov/Archives/edgar/data/4515/000119312515319542/d89379d424b5.htm[9/14/2015 5:17:36 PM]

Filed Pursuant to Rule 424(b)(5)

i
Table of Contents

Page

Page
Refinancing or Reissuance of Certificates
S-103
General
S-111
Additional Liquidity Facilities
S-104
Plan Assets Issues
S-111
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-105
Prohibited Transaction Exemptions
S-112
General
S-105
Special Considerations Applicable to Insurance
Tax Status of the Trusts
S-105
Company General Accounts
S-112
Taxation of Certificateholders Generally
S-106
UNDERWRITING
S-114
Effect of Reallocation of Payments under the
Selling Restrictions
S-116
Intercreditor Agreement
S-106
VALIDITY OF THE CERTIFICATES
S-119
Sale or Other Disposition of the Certificates
S-107
EXPERTS
S-119
Foreign Certificateholders
S-107
WHERE YOU CAN FIND MORE INFORMATION
S-119
Information Reporting and Backup Withholding
S-108
Index of Defined Terms

I-1
Foreign Account Tax Compliance Act
S-108
Appraisal Letters
II-1
CERTAIN DELAWARE TAXES
S-110
Summary of Appraised Values
III-1
CERTAIN ERISA CONSIDERATIONS
S-111
Loan to Value Ratios of Equipment Notes
IV-1
Equipment Note Principal Amounts and Amortization
Schedules
V-1

Prospectus

Page

Page
ABOUT THIS PROSPECTUS

USE OF PROCEEDS; DESCRIPTION OF THE PASS
WHERE YOU CAN FIND MORE INFORMATION ;
THROUGH CERTIFICATES

4
INCORPORATION BY REFERENCE

1
CREDIT ENHANCEMENTS

5
THE COMPANY

3
PLAN OF DISTRIBUTION

6
RISK FACTORS

3
LEGAL MATTERS

7
EXPERTS

7

ii
Table of Contents

We have not, and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities
Inc., Goldman, Sachs & Co., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp., Credit
Agricole Securities (USA) Inc. and J.P. Morgan Securities LLC (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 or the Liquidity Providers, since the date of this prospectus supplement.

iii
http://www.sec.gov/Archives/edgar/data/4515/000119312515319542/d89379d424b5.htm[9/14/2015 5:17:36 PM]

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, Class A and Class B Pass Through Certificates, Series 2015-2 (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 emergence from Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") and AAG's acquisition of US Airways
Group, Inc. ("US Airways Group") on December 9, 2013.
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
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

iv
Table of Contents
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; 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 post-employment 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 limitations
of our historical consolidated financial information, which is not directly comparable to our financial information for prior or future periods; the impact
of union disputes, employee strikes and other labor-related disruptions; any inability to maintain labor costs at competitive levels; interruptions or
disruptions in service at one or more of our hub airports; costs of ongoing data security compliance requirements and the impact of any significant data
http://www.sec.gov/Archives/edgar/data/4515/000119312515319542/d89379d424b5.htm[9/14/2015 5:17:36 PM]

Filed Pursuant to Rule 424(b)(5)
security breach; 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 regulation; our reliance on technology and automated
systems and the impact of any failure of these technologies or systems; challenges in integrating our computer, communications 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 and a potential shortage of pilots; the impact of possible
future increases in insurance costs or reductions in available insurance coverage; the effect of a lawsuit that was filed in connection with the Merger
and remains pending; an inability to use net operating losses carried forward from prior taxable years ("NOL Carryforwards"); any impairment in the
amount of goodwill we recorded as a result of the application of the acquisition method of accounting 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, 2014
(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, 2015 and June 30, 2015 (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, 2014 and our

v
Table of Contents
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015. 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.
CERTAIN VOLCKER RULE CONSIDERATIONS
None of the Trusts 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, the 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 the Trusts.

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
http://www.sec.gov/Archives/edgar/data/4515/000119312515319542/d89379d424b5.htm[9/14/2015 5:17:36 PM]

Filed Pursuant to Rule 424(b)(5)
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 operates in five primary domestic markets: Chicago, Dallas/Fort Worth, Los Angeles, Miami and New York
City. As of December 31, 2014, American operated 643 mainline jets. American is supported by AAG's wholly-owned regional airline subsidiary
and third-party regional carriers operating as American Eagle under capacity purchase agreements. American is a founding member of the
oneworld® alliance whose members and members-elect serve nearly 1,000 destinations with 14,250 daily flights to 150 countries, and its cargo
division is one of the largest air cargo operations in the world, providing a wide range of freight and mail services, with facilities and interline
connections available across the globe.
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 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.
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
Class B

Certificates

Certificates

Certificates
Aggregate Face Amount

$583,226,000

$239,271,000

$239,271,000
Interest Rate

3.60%

4.00%

4.40%
Initial Loan to Aircraft Value Ratio (cumulative)(1)(2)

39.0%

55.0%

71.0%
Expected Maximum Loan to Aircraft Value Ratio (cumulative)(2)

39.6%

55.8%

72.1%
Expected Principal Distribution Window (in years from Issuance Date)

1.0-12.0

1.0-12.0

1.0-8.0
Initial Average Life (in years from Issuance Date)

9.0

9.0

5.6
Regular Distribution Dates
March 22 and
March 22 and
March 22 and

September 22

September 22

September 22
Final Expected Regular Distribution Date(3)

September 22, 2027

September 22, 2027

September 22, 2023
Final Legal Distribution Date(4)

March 22, 2029

March 22, 2029

March 22, 2025
Minimum Denomination(5)

$2,000

$2,000

$2,000
Section 1110 Protection

Yes

Yes

Yes
Liquidity Facility Coverage
3 semiannual interest
3 semiannual interest
3 semiannual interest

payments

payments

payments

(1) These percentages are calculated as of the Issuance Date. In calculating these percentages, we have assumed that principal distributions expected to be made on such
date have been made and that the aggregate appraised value of all such Aircraft is $1,495,446,667 as of the Issuance Date. The appraised value is only an estimate
and reflects certain assumptions. See "Description of the Aircraft and the Appraisals--The Appraisals."
(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.
http://www.sec.gov/Archives/edgar/data/4515/000119312515319542/d89379d424b5.htm[9/14/2015 5:17:36 PM]

Filed Pursuant to Rule 424(b)(5)
(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, Class A Certificates and Class B Certificates is the date which is 18 months from 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 21 aircraft: (a) three Airbus A319-112 aircraft
delivered new to American from April 2015 to June 2015, (b) nine Airbus A321-231 aircraft delivered new to American from April 2015 to
August 2015, (c) three Boeing 737-823 aircraft delivered new to American from March 2015 to June 2015, (d) one Boeing 777-323ER aircraft
delivered new to American in February 2015 and (e) five Boeing 787-8 aircraft delivered new to American from February 2015 to August 2015
(each such aircraft, an "Aircraft", and, collectively, the "Aircraft").
Each of the Aircraft is owned and operated by American. See "Description of the Aircraft and the Appraisals" for a description of the 21
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 will enter into a secured debt financing with respect to each Aircraft on the Issuance Date.

Initial Principal Amount
of Series AA Equipment
Notes, Series A
Latest
Registration
Manufacturer's
Month of
Equipment Notes and
Appraised
Equipment Note
Aircraft Type

Number
Serial Number
Delivery

Series B Equipment Notes
Value(1)

Maturity Date

Airbus A319-112

N8030F

6552

April 2015
$
26,398,000
$
37,180,000
September 22, 2027
Airbus A319-112

N8031M

6595

May 2015

26,475,000

37,290,000
September 22, 2027
Airbus A319-112

N4032T

6644

June 2015

26,562,000

37,410,000
September 22, 2027
Airbus A321-231

N135NN

6520

April 2015

37,683,000

53,073,333
September 22, 2027
Airbus A321-231

N136AN

6532

April 2015

37,760,000

53,183,333
September 22, 2027
Airbus A321-231

N138AN

6650

June 2015

38,039,000

53,576,667
September 22, 2027
Airbus A321-231

N139AN

6687

July 2015

38,155,000

53,740,000
September 22, 2027
Airbus A321-231

N140AN

6667

July 2015

38,141,000

53,720,000
September 22, 2027
Airbus A321-231

N141NN

6656

July 2015

38,149,000

53,730,000
September 22, 2027
Airbus A321-231

N142AN

6711

July 2015

38,181,000

53,776,667
September 22, 2027
Airbus A321-231

N143AN

6745

August 2015

38,561,000

54,310,000
September 22, 2027
Airbus A321-231

N144AN

6723

August 2015

38,561,000

54,310,000
September 22, 2027
Boeing 737-823

N967NN

31214

March 2015

33,135,000

46,670,000
September 22, 2027
Boeing 737-823

N968NN

33241

April 2015

33,419,000

47,070,000
September 22, 2027
Boeing 737-823

N973NN

31219

June 2015

33,632,000

47,370,000
September 22, 2027
Boeing 777-323ER(2)

N733AR

33524

February 2015

111,732,000

157,370,000
September 22, 2027
Boeing 787-8(2)

N801AC

40619

February 2015

83,961,000

118,253,333
September 22, 2027
Boeing 787-8(2)

N806AA

40624

May 2015

84,978,000

119,686,667
September 22, 2027
Boeing 787-8(2)

N807AA

40625

July 2015

85,218,000

120,026,667
September 22, 2027
Boeing 787-8(2)

N808AN

40626
August 2015

86,514,000

121,850,000
September 22, 2027
Boeing 787-8(2)

N809AA

40627
August 2015

86,514,000

121,850,000
September 22, 2027
Total:

$
1,061,768,000
$1,495,446,667

(1) 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")). In the case of each Aircraft owned by American as of the respective dates of the appraisals, such appraisals indicate the appraised
base value of such Aircraft, adjusted for the maintenance status of such Aircraft at or around the time of the related appraisal, and in the case of each Aircraft not
yet delivered to American as of the respective dates of the appraisals, such appraisals indicate the appraised base value projected as of its scheduled delivery month
at the time of the related appraisal. The BK appraisal and the AISI appraisal are each dated September 3, 2015 and the mba appraisal is dated September 4, 2015.
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."
http://www.sec.gov/Archives/edgar/data/4515/000119312515319542/d89379d424b5.htm[9/14/2015 5:17:36 PM]

Filed Pursuant to Rule 424(b)(5)
(2) This aircraft is approved for Extended-range Twin-engine Operations ("ETOPs").

S-3
Table of Contents
Loan to Aircraft Value Ratios
The following table provides loan to Aircraft value ratios ("LTVs") for each class of Certificates as of the Issuance Date and each Regular
Distribution Date thereafter. 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 B
Class AA
Class A
Class B
Date

Value(1)

Certificates
Certificates
Certificates
Certificates

Certificates

Certificates
At Issuance

$1,495,446,667
$583,226,000
$239,271,000
$239,271,000

39.0%

55.0%

71.0%
March 22, 2016

1,472,842,606
583,226,000
239,271,000
239,271,000

39.6%

55.8%

72.1%
September 22, 2016

1,450,238,545
569,430,729
233,612,607
225,037,534

39.3%

55.4%

70.9%
March 22, 2017

1,427,634,485
555,617,790
227,945,760
212,267,960

38.9%

54.9%

69.8%
September 22, 2017

1,405,030,424
541,804,495
222,278,767
200,313,511

38.6%

54.4%

68.6%
March 22, 2018

1,382,426,363
527,990,828
216,611,622
188,449,049

38.2%

53.9%

67.5%
September 22, 2018

1,359,822,303
514,176,768
210,944,315
176,674,551

37.8%

53.3%

66.3%
March 22, 2019

1,337,218,242
500,362,297
205,276,840
166,327,212

37.4%

52.8%

65.2%
September 22, 2019

1,314,614,181
486,547,393
199,609,187
156,024,583

37.0%

52.2%

64.1%
March 22, 2020

1,292,010,121
472,732,033
193,941,347
145,766,636

36.6%

51.6%

62.9%
September 22, 2020

1,269,406,060
458,916,193
188,273,310
138,726,859

36.2%

51.0%

61.9%
March 22, 2021

1,246,801,999
445,099,846
182,605,065
132,865,487

35.7%

50.3%

61.0%
September 22, 2021

1,224,197,939
431,282,965
176,936,601
128,726,776

35.2%

49.7%

60.2%
March 22, 2022

1,201,593,878
417,465,519
171,267,905
125,007,378

34.7%

49.0%

59.4%
September 22, 2022

1,178,989,817
403,647,476
165,598,965
118,725,876

34.2%

48.3%

58.4%
March 22, 2023

1,156,385,757
389,828,800
159,929,764
109,439,659

33.7%

47.5%

57.0%
September 22, 2023

1,133,781,696
376,009,454
154,260,289

--

33.2%

46.8%

0.0%
March 22, 2024

1,111,177,635
362,189,397
148,590,522

--

32.6%

46.0%

0.0%
September 22, 2024

1,088,573,575
348,368,583
142,920,444

--

32.0%

45.1%

0.0%
March 22, 2025

1,065,969,514
334,546,966
137,250,037

--

31.4%

44.3%

0.0%
September 22, 2025

1,043,365,453
320,724,492
131,579,279

--

30.7%

43.4%

0.0%
March 22, 2026

1,020,761,393
306,901,104
125,908,145

--

30.1%

42.4%

0.0%
September 22, 2026

998,157,332
293,076,740
120,236,611

--

29.4%

41.4%

0.0%
March 22, 2027

975,553,271
279,251,333
114,564,649

--

28.6%

40.4%

0.0%
September 22, 2027

952,949,211

--

--

--

0.0%

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 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, and in the case of the Class B Certificates,
with the expected outstanding pool balance of the Class AA Certificates plus the expected outstanding pool balance of the Class A Certificates) after giving effect to
the principal distributions expected to be made on such date, by (ii) the aggregate Assumed Aircraft Value of all of the Aircraft expected to be included in the
collateral pool on such date based on the assumptions described above. The outstanding pool balances and LTVs for any date will change if, among other things, any
Equipment Notes are redeemed or purchased or if a default in payment on any Equipment Notes occurs.

S-4
http://www.sec.gov/Archives/edgar/data/4515/000119312515319542/d89379d424b5.htm[9/14/2015 5:17:36 PM]

Filed Pursuant to Rule 424(b)(5)
Table of Contents
Cash Flow Structure
This diagram illustrates the structure for the offering of the Certificates and certain cash flows.

(1)
American will issue Series AA Equipment Notes, Series A Equipment Notes and Series B Equipment Notes in respect of each Aircraft. The
Equipment Notes will be issued under a separate Indenture with respect to each Aircraft.
(2)
The separate Liquidity Facility for each of the Class AA Certificates, Class A Certificates and Class B Certificates is expected to cover up to
three semiannual interest distributions on the Class AA Certificates, Class A Certificates and Class B Certificates, respectively. Initially,
Commonwealth Bank of Australia, New York Branch, will act as the Liquidity Provider for the Class AA Certificates and Crédit Agricole
Corporate and Investment Bank, acting through its New York Branch, will act as the Liquidity Provider for the Class A Certificates and the
Class B Certificates.

S-5
Table of Contents
The Offering
http://www.sec.gov/Archives/edgar/data/4515/000119312515319542/d89379d424b5.htm[9/14/2015 5:17:36 PM]

Filed Pursuant to Rule 424(b)(5)

Trusts and Certificates
Each of the Class AA Trust, Class A Trust and Class B Trust will be
formed pursuant to a separate trust supplement entered into between
American and Wilmington Trust Company to a basic pass through
trust agreement between American and Wilmington Trust Company,
as Trustee under each Trust. Each class of Certificates will represent
fractional undivided interests in the related Trust.
Certificates Offered
· Class AA Certificates.
· Class A Certificates.
· Class B Certificates.
Use of Proceeds
The proceeds from the sale of the Certificates of each Trust will be
used by each Trust on the Issuance Date to acquire from American
the related series of Equipment Notes under the related Indentures.
The Equipment Notes will be full recourse obligations of American.
American will use the proceeds from the issuance of the Equipment
Notes issued with respect to each Aircraft for general corporate
purposes and to pay fees and expenses relating to this offering.
Subordination Agent, Trustee and Loan Trustee
Wilmington Trust Company.
Liquidity Provider for the Class AA Certificates
Commonwealth Bank of Australia, New York Branch
Liquidity Provider for the Class A Certificates and Class B Certificates
Crédit Agricole Corporate and Investment Bank, acting through its
New York Branch
Trust Property
The property of each Trust will include:
· subject to the Intercreditor Agreement, the Equipment Notes
acquired by such Trust, all monies at any time paid thereon and
all monies due and to become due thereunder;

· the rights of such Trust to acquire the related series of
Equipment Notes under the Note Purchase Agreement;

· the rights of such Trust under the Intercreditor Agreement
(including all monies receivable in respect of such rights);

· all monies receivable under the separate Liquidity Facility for
such Trust; and

· funds from time to time deposited with the applicable Trustee

in accounts relating to such Trust.
Regular Distribution Dates
March 22 and September 22 of each year, commencing on March 22,
2016.

S-6
Table of Contents
Record Dates
The fifteenth day preceding the related Distribution Date.
Distributions
The Trustee of each Trust will distribute payments of principal,
Make-Whole Amount (if any) and interest received on the
Equipment Notes held in such Trust to the holders of the Certificates
of such Trust, subject to the subordination provisions set forth in the
Intercreditor Agreement.
http://www.sec.gov/Archives/edgar/data/4515/000119312515319542/d89379d424b5.htm[9/14/2015 5:17:36 PM]

Document Outline

#1">
- #1">