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Debt
12 Months Ended
Dec. 31, 2016
Debt

5.  Debt

Long-term debt and capital lease obligations included in the consolidated balance sheets consisted of (in millions):

 

     December 31,  
     2016      2015  

Secured

     

2013 Credit Facilities, variable interest rate of 3.26%, installments through
2020 
(a)

   $ 1,843      $ 1,867  

2014 Credit Facilities, variable interest rate of 3.25%, installments through
2021 
(a)

     735        743  

April 2016 Credit Facilities, variable interest rate of 3.26%, installments through 2023 (a)

     1,000         

December 2016 Credit Facilities, variable interest rate of 3.25%, installments through 2023 (a)

     1,250         

2013 Citicorp Credit Facility Tranche B-1 (b)

            980  

2013 Citicorp Credit Facility Tranche B-2 (b)

            588  

Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 3.00% to 9.75%, maturing from 2017 to 2028 (c)

     10,912        8,693  

Equipment loans and other notes payable, fixed and variable interest rates ranging from 1.81% to 8.48%, maturing from 2017 to 2028 (d)

     5,343        4,183  

Special facility revenue bonds, fixed interest rates ranging from 5.00% to 8.00%, maturing from 2017 to 2035 (e)

     891        1,080  

Other secured obligations, fixed interest rates ranging from 3.60% to 12.24%, maturing from 2017 to 2028

     849        923  
  

 

 

    

 

 

 
     22,823        19,057  
  

 

 

    

 

 

 

Unsecured

     

5.50% senior notes, interest only payments until due in 2019 (f)

     750        750  

6.125% senior notes, interest only payments until due in 2018 (f)

     500        500  

4.625% senior notes, interest only payments until due in 2020 (f)

     500        500  
  

 

 

    

 

 

 
     1,750        1,750  
  

 

 

    

 

 

 

Total long-term debt and capital lease obligations

     24,573        20,807  

Less: Total unamortized debt discount, debt premium and debt issuance costs

     229        246  

Less: Current maturities

     1,855        2,231  
  

 

 

    

 

 

 

Long-term debt and capital lease obligations, net of current maturities

   $ 22,489      $ 18,330  
  

 

 

    

 

 

 

The table below shows availability under revolving credit facilities, all of which were undrawn, as of December 31, 2016 (in millions):

 

2013 Revolving Facility

   $ 1,400  

2014 Revolving Facility

     1,025  
  

 

 

 

Total

   $ 2,425  
  

 

 

 

The April 2016 and December 2016 Credit Facilities each provide for a revolving credit facility that may be established in the future.

 

Secured financings are collateralized by assets, primarily aircraft, engines, simulators, aircraft spare parts, airport leasehold rights, route authorities and airport slots. At December 31, 2016, we were operating 34 aircraft under capital leases. Leases can generally be renewed at rates based on fair market value at the end of the lease term for a number of additional years.

At December 31, 2016, the maturities of long-term debt and capital lease obligations are as follows (in millions):

 

2017

   $ 1,899  

2018

     2,454  

2019

     2,758  

2020

     3,922  

2021

     2,681  

2022 and thereafter

     10,859  
  

 

 

 

Total

   $ 24,573  
  

 

 

 

(a) 2013, 2014, April 2016 and December 2016 Credit Facilities

Certain details of our 2013, 2014, April 2016 and December 2016 Credit Facilities (collectively referred to as the Credit Facilities) are shown in the table below as of December 31, 2016:

 

   

2013 Credit Facilities

 

2014 Credit Facilities

 

April and December

2016 Credit Facilities

   

2013 Term
Loan

 

2013 Revolving
Facility

 

2014 Term

Loan

 

2014 Revolving
Facility

 

April 2016

Term Loan

 

December 2016

Term Loan

Aggregate principal issued or credit facility availability   $1.9 billion   $1.4 billion   $750 million   $1.025 billion   $1.0 billion   $1.25 billion
Principal outstanding or drawn   $1.84 billion   $—   $735 million   $—   $1.0 billion   $1.25 billion
Maturity date   June 2020   October 2020   October 2021   October 2020   April 2023   December 2023
London Interbank Offered Rate (LIBOR) margin   2.50%(1),(2)   3.00%   2.50%(1)   3.00%   2.50%(1)   2.50%(1)

 

(1) 

LIBOR margin is subject to a floor of 0.75%.

 

(2) 

As AAG’s corporate credit rating was Ba3 or higher from Moody’s and BB- or higher from Standard and Poor’s (S&P) as of December 31, 2016, the applicable LIBOR margin is 2.50% for the 2013 Term Loan; otherwise, the LIBOR margin would be 2.75%.

The Term Loans are repayable in annual installments in an amount equal to 1.00% of the principal amount, with any unpaid balance due on the respective maturity dates. Voluntary prepayments may be made by American at any time.

The proceeds from the April 2016 Term Loan and the December 2016 Term Loan were used to repay $588 million and $970 million, respectively, in remaining principal plus accrued and unpaid interest of the 2013 Citicorp Credit Facility tranche B-2 term loan (Tranche B-2) and tranche B-1 term loan (Tranche B-1), respectively, with the remainder of the proceeds to be used for general corporate purposes.

The 2013 and 2014 Revolving Facilities provide that American may from time to time borrow, repay and reborrow loans thereunder and have the ability to issue letters of credit thereunder in an aggregate amount outstanding at any time up to $300 million. The 2013 and 2014 Revolving Facilities are each subject to an undrawn fee of 0.75%. As of December 31, 2016, there were no borrowings or letters of credit outstanding under the 2013 or 2014 Revolving Facilities. The April 2016 and December 2016 Credit Facilities each provide for a revolving credit facility that may be established in the future.

Subject to certain limitations and exceptions, the Credit Facilities are secured by certain collateral, including spare parts, certain slots, route authorities and airport gate leasehold rights. American has the ability to make future modifications to the collateral pledged, subject to certain restrictions. American’s obligations under the Credit Facilities are guaranteed by AAG. American is required to maintain a certain minimum ratio of appraised value of the collateral to the outstanding loans as further described below in “Collateral-Related Covenants.”

The Credit Facilities contain events of default customary for similar financings, including cross default to other material indebtedness. Upon the occurrence of an event of default, the outstanding obligations may be accelerated and become due and payable immediately. In addition, if a “change of control” occurs, American will (absent an amendment or waiver) be required to repay at par the loans outstanding under the Credit Facilities and terminate the 2013 and 2014 Revolving Facilities and any revolving credit facilities established under the April 2016 or December 2016 Credit Facilities. The Credit Facilities also include covenants that, among other things, require AAG to maintain a minimum aggregate liquidity (as defined in the Credit Facilities) of not less than $2.0 billion, and limit the ability of AAG and its restricted subsidiaries to pay dividends and make certain other payments, make certain investments, incur additional indebtedness, incur liens on the collateral, dispose of the collateral, enter into certain affiliate transactions and engage in certain business activities, in each case subject to certain exceptions.

(b) 2013 Citicorp Credit Facility

On May 23, 2013, American entered into a term loan credit facility (as amended, the 2013 Citicorp Credit Facility) with Citicorp North America, Inc., as administrative agent, and certain lenders. The 2013 Citicorp Credit Facility consisted of Tranche B-1 and Tranche B-2 that were repaid and terminated in 2016 in connection with American’s entry into the April 2016 and December 2016 Credit Facilities discussed above.

(c) EETCs Issued in 2016

2016-1 EETCs

In January 2016, American created three pass-through trusts which issued approximately $1.1 billion aggregate principal amount of Series 2016-1 Class AA, Class A and Class B EETCs (the 2016-1 EETCs) in connection with the financing of 22 aircraft owned by American (the 2016-1 EETC Aircraft). All of the proceeds received from the sale of the 2016-1 EETCs have been used to purchase equipment notes issued by American. Interest and principal payments on the equipment notes are payable semi-annually in January and July of each year, which began in July 2016. These equipment notes are secured by liens on the 2016-1 EETC Aircraft.

 

The details of the 2016-1 EETC equipment notes issued by American in three series are reflected in the table below as of December 31, 2016:

 

     2016-1 EETCs
     Series AA    Series A    Series B

Aggregate principal issued

   $584 million    $262 million    $228 million

Fixed interest rate per annum

   3.575%    4.10%    5.25%

Maturity date

   January 2028    January 2028    January 2024

2016-2 EETCs

In May and July 2016, American created three pass-through trusts which issued approximately $1.1 billion aggregate principal amount of Series 2016-2 Class AA, Class A and Class B EETCs (the 2016-2 EETCs) in connection with the financing of 22 aircraft owned by American (the 2016-2 EETC Aircraft). All of the proceeds received from the sale of the 2016-2 EETCs have been used to purchase equipment notes issued by American. Interest and principal payments on the equipment notes are payable semi-annually in June and December of each year, with interest payments that began in December 2016 and principal payments beginning in June 2017. These equipment notes are secured by liens on the 2016-2 EETC Aircraft.

The details of the 2016-2 EETC equipment notes issued by American in three series are reflected in the table below as of December 31, 2016:

 

    

2016-2 EETCs

    

Series AA

  

Series A

  

Series B

Aggregate principal issued

   $567 million    $261 million    $227 million

Fixed interest rate per annum

   3.20%    3.65%    4.375%

Maturity date

   June 2028    June 2028    June 2024

2016-3 EETCs

In October 2016, American created two pass-through trusts which issued approximately $814 million aggregate principal amount of Series 2016-3 Class AA and Class A EETCs (the 2016-3 EETCs) in connection with the financing of 25 aircraft owned by American or originally scheduled to be delivered to American through January 2017 (the 2016-3 EETC Aircraft). A portion of the proceeds received from the sale of the 2016-3 EETCs has been used to acquire Series AA and A equipment notes issued by American to the pass-through trusts and the balance of such proceeds is being held in escrow for the benefit of the holders of the 2016-3 EETCs until such time as American issues additional Series AA and A equipment notes to the pass-through trusts, which will purchase the notes with escrowed funds. These escrowed funds are not guaranteed by American and are not reported as debt on our consolidated balance sheet because the proceeds held by the depository are not American’s assets.

As of December 31, 2016, approximately $705 million of the escrowed proceeds from the 2016-3 EETCs have been used to purchase equipment notes issued by American. Interest and principal payments on the equipment notes are payable semi-annually in April and October of each year, with interest payments beginning in April 2017 and principal payments beginning in October 2017. These equipment notes are secured by liens on the 2016-3 EETC Aircraft. The remaining escrowed proceeds of $109 million will be used to purchase equipment notes as new aircraft are financed following their delivery.

 

The details of the 2016-3 EETC equipment notes issued by American in two series are reflected in the table below as of December 31, 2016:

 

    

2016-3 EETCs

    

Series AA

  

Series A

Aggregate principal issued

   $558 million    $256 million

Remaining escrowed proceeds

   $75 million    $34 million

Fixed interest rate per annum

   3.00%    3.25%

Maturity date

   October 2028    October 2028

(d) Equipment Loans and Other Notes Payable Issued in 2016

In 2016, American entered into loan agreements to borrow $1.8 billion in connection with the financing of certain aircraft. Debt incurred under these loan agreements matures in 2021 through 2028 and bears interest at fixed and variable rates of LIBOR plus an applicable margin averaging 2.96% at December 31, 2016.

(e) Special Facility Revenue Bonds

2016 Financing Activity

In June 2016, the New York Transportation Development Corporation (NYTDC) issued approximately $844 million of special facility revenue refunding bonds (the 2016 JFK Bonds) on behalf of American. The net proceeds from the 2016 JFK Bonds generally were used to provide a portion of the funds to refinance $1.0 billion of special facility revenue bonds (Prior JFK Bonds), the net proceeds of which partially financed the construction of a terminal (the Terminal) used by American at John F. Kennedy International Airport (JFK).

American is required to pay debt service on the 2016 JFK Bonds through payments under a loan agreement with NYTDC, and American and AAG guarantee the 2016 JFK Bonds. American’s and AAG’s obligations under these guarantees are secured by a mortgage on American’s lease of the Terminal and related property from the Port Authority of New York and New Jersey.

The 2016 JFK Bonds, in aggregate, were priced at approximately 107% of par value. The gross proceeds from the issuance of the 2016 JFK Bonds were approximately $907 million. Of this amount, approximately $895 million was used to partially fund the redemption of the Prior JFK Bonds. The 2016 JFK Bonds bear interest at 5.0% per annum and are comprised of $212 million of serial bonds, portions of which mature annually from August 1, 2017 to August 1, 2021, and $632 million of term bonds, $278 million of which matures on August 1, 2026 and $354 million of which matures on August 1, 2031. In connection with the refinancing of the Prior JFK Bonds, American recorded a special nonoperating charge of $36 million consisting of non-cash write offs of unamortized bond discounts and issuance costs as well as payments of redemption premiums and fees.

 

(f) Senior Notes

The details of our 5.50%, 6.125% and 4.625% senior notes are shown in the table below as of December 31, 2016:

 

    

5.50% Senior Notes

  

6.125% Senior Notes

  

4.625% Senior Notes

Aggregate principal issued and outstanding

   $750 million    $500 million    $500 million

Maturity date

   October 2019    June 2018    March 2020

Fixed interest rate per annum

   5.50%    6.125%    4.625%

Interest payments

   Semi-annually in arrears in April and October    Semi-annually in arrears in June and December    Semi-annually in arrears in March and September

The 5.50% senior notes and the 4.625% senior notes are senior unsecured obligations of AAG. The 6.125% senior notes are general unsecured senior obligations of AAG. The senior notes are fully and unconditionally guaranteed by American. The indentures for the senior notes contain covenants and events of default generally customary for similar financings. In addition, if we experience specific kinds of changes of control, we must offer to repurchase the senior notes at a price of 101% of the principal amount plus accrued and unpaid interest, if any, to (but not including) the repurchase date. Upon the occurrence of certain events of default, the senior notes may be accelerated and become due and payable.

Guarantees

As of December 31, 2016, AAG had issued guarantees covering approximately $844 million of American’s special facility revenue bonds (and interest thereon) and $9.3 billion of American’s secured debt (and interest thereon), including the Credit Facilities and certain EETC financings.

Collateral-Related Covenants

Certain of our debt financing agreements contain loan to value (LTV) ratio covenants and require us to annually appraise the related collateral. Pursuant to such agreements, if the LTV ratio exceeds a specified threshold, we are required, as applicable, to pledge additional qualifying collateral (which in some cases may include cash collateral), or pay down such financing, in whole or in part.

 

Specifically, we are required to meet certain collateral coverage tests on an annual basis for four credit facilities, as described below:

 

    

2013 Credit Facilities

  

2014 Credit Facilities

  

April 2016 Credit
Facilities

  

December 2016
Credit Facilities

Frequency of Appraisals

of Appraised Collateral

   Annual    Annual    Annual    Annual

LTV Requirement

   1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)    1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)    1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)    1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)
LTV as of Last Measurement Date    31.5%    23.2%    47.7%    61.8%

Collateral Description

   Generally, certain slots, route authorities, and airport gate leasehold rights used by American to operate all services between the U.S. and South America    Generally, certain slots, route authorities and airport gate leasehold rights used by American to operate certain services between the U.S. and London Heathrow    Certain spare parts    Generally, certain Ronald Reagan Washington National Airport (DCA) slots, certain La Guardia Airport (LGA) slots, and certain simulators

At December 31, 2016, we were in compliance with the applicable collateral coverage tests as of the most recent measurement dates.

American Airlines, Inc. [Member]  
Debt

3.  Debt

Long-term debt and capital lease obligations included in the consolidated balance sheets consisted of (in millions):

 

     December 31,  
     2016      2015  

Secured

     

2013 Credit Facilities, variable interest rate of 3.26%, installments through
2020 
(a)

   $ 1,843       $ 1,867   

2014 Credit Facilities, variable interest rate of 3.25%, installments through
2021 
(a)

     735         743   

April 2016 Credit Facilities, variable interest rate of 3.26%, installments through 2023 (a)

     1,000           

December 2016 Credit Facilities, variable interest rate of 3.25%, installments through 2023 (a)

     1,250           

2013 Citicorp Credit Facility Tranche B-1 (b)

             980   

2013 Citicorp Credit Facility Tranche B-2 (b)

             588   

Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 3.00% to 9.75%, maturing from 2017 to 2028 (c)

     10,912         8,693   

Equipment loans and other notes payable, fixed and variable interest rates ranging from 1.81% to 8.48%, maturing from 2017 to 2028 (d)

     5,343         4,183   

Special facility revenue bonds, fixed interest rates ranging from 5.00% to 5.50%, maturing from 2017 to 2035 (e)

     862         1,051   

Other secured obligations, fixed interest rates ranging from 3.60% to 12.24%, maturing from 2017 to 2028

     848         922   
  

 

 

    

 

 

 
     22,793         19,027   
  

 

 

    

 

 

 

Unsecured

     

Affiliate unsecured obligations

             27   
  

 

 

    

 

 

 
             27   
  

 

 

    

 

 

 

Total long-term debt and capital lease obligations

     22,793         19,054   

Less: Total unamortized debt discount, debt premium and debt issuance costs

     216         228   

Less: Current maturities

     1,859         2,234   
  

 

 

    

 

 

 

Long-term debt and capital lease obligations, net of current maturities

   $ 20,718       $ 16,592   
  

 

 

    

 

 

 

The table below shows availability under revolving credit facilities, all of which were undrawn, as of December 31, 2016 (in millions):

 

2013 Revolving Facility

   $ 1,400   

2014 Revolving Facility

     1,025   
  

 

 

 

Total

   $ 2,425   
  

 

 

 

The April 2016 and December 2016 Credit Facilities each provide for a revolving credit facility that may be established in the future.

Secured financings are collateralized by assets, primarily aircraft, engines, simulators, aircraft spare parts, airport leasehold rights, route authorities and airport slots. At December 31, 2016, American was operating 34 aircraft under capital leases. Leases can generally be renewed at rates based on fair market value at the end of the lease term for a number of additional years.

At December 31, 2016, the maturities of long-term debt and capital lease obligations are as follows (in millions):

 

2017

   $ 1,899   

2018

     1,954   

2019

     2,008   

2020

     3,416   

2021

     2,679   

2022 and thereafter

     10,837   
  

 

 

 

Total

   $ 22,793   
  

 

 

 

(a) 2013, 2014, April 2016 and December 2016 Credit Facilities

Certain details of American’s 2013, 2014, April 2016 and December 2016 Credit Facilities (collectively referred to as the Credit Facilities) are shown in the table below as of December 31, 2016:

 

   

2013 Credit Facilities

 

2014 Credit Facilities

 

April and December

2016 Credit Facilities

   

2013 Term

Loan

 

2013 Revolving
Facility

 

2014 Term

Loan

 

2014 Revolving
Facility

 

April 2016

Term Loan

 

December 2016

Term Loan

Aggregate principal issued or credit facility availability   $1.9 billion   $1.4 billion   $750 million   $1.025 billion   $1.0 billion   $1.25 billion
Principal outstanding or drawn   $1.84 billion   $—   $735 million   $—   $1.0 billion   $1.25 billion
Maturity date   June 2020   October 2020   October 2021   October 2020   April 2023   December 2023
London Interbank Offered Rate (LIBOR) margin   2.50%  (1)(2)   3.00%   2.50% (1)   3.00%   2.50% (1)   2.50% (1)

 

(1) 

LIBOR margin is subject to a floor of 0.75%.

 

(2) 

As AAG’s corporate credit rating was Ba3 or higher from Moody’s and BB- or higher from Standard and Poor’s (S&P) as of December 31, 2016, the applicable LIBOR margin is 2.50% for the 2013 Term Loan; otherwise, the LIBOR margin would be 2.75%.

The Term Loans are repayable in annual installments in an amount equal to 1.00% of the principal amount, with any unpaid balance due on the respective maturity dates. Voluntary prepayments may be made by American at any time.

The proceeds from the April 2016 Term Loan and the December 2016 Term Loan were used to repay $588 million and $970 million, respectively, in remaining principal plus accrued and unpaid interest of the 2013 Citicorp Credit Facility tranche B-2 term loan (Tranche B-2) and tranche B-1 term loan (Tranche B-1), respectively, with the remainder of the proceeds to be used for general corporate purposes.

The 2013 and 2014 Revolving Facilities provide that American may from time to time borrow, repay and reborrow loans thereunder and have the ability to issue letters of credit thereunder in an aggregate amount outstanding at any time up to $300 million. The 2013 and 2014 Revolving Facilities are each subject to an undrawn fee of 0.75%. As of December 31, 2016, there were no borrowings or letters of credit outstanding under the 2013 or 2014 Revolving Facilities. The April 2016 and December 2016 Credit Facilities each provide for a revolving credit facility that may be established in the future.

Subject to certain limitations and exceptions, the Credit Facilities are secured by certain collateral, including spare parts, certain slots, route authorities and airport gate leasehold rights. American has the ability to make future modifications to the collateral pledged, subject to certain restrictions. American’s obligations under the Credit Facilities are guaranteed by AAG. American is required to maintain a certain minimum ratio of appraised value of the collateral to the outstanding loans as further described below in “Collateral-Related Covenants.”

The Credit Facilities contain events of default customary for similar financings, including cross default to other material indebtedness. Upon the occurrence of an event of default, the outstanding obligations may be accelerated and become due and payable immediately. In addition, if a “change of control” occurs, American will (absent an amendment or waiver) be required to repay at par the loans outstanding under the Credit Facilities and terminate the 2013 and 2014 Revolving Facilities and any revolving credit facilities established under the April 2016 or December 2016 Credit Facilities. The Credit Facilities also include covenants that, among other things, require AAG to maintain a minimum aggregate liquidity (as defined in the Credit Facilities) of not less than $2.0 billion, and limit the ability of AAG and its restricted subsidiaries to pay dividends and make certain other payments, make certain investments, incur additional indebtedness, incur liens on the collateral, dispose of the collateral, enter into certain affiliate transactions and engage in certain business activities, in each case subject to certain exceptions.

(b) 2013 Citicorp Credit Facility

On May 23, 2013, American entered into a term loan credit facility (as amended, the 2013 Citicorp Credit Facility) with Citicorp North America, Inc., as administrative agent, and certain lenders. The 2013 Citicorp Credit Facility consisted of Tranche B-1 and Tranche B-2 that were repaid and terminated in 2016 in connection with American’s entry into the April 2016 and December 2016 Credit Facilities discussed above.

(c) EETCs Issued in 2016

2016-1 EETCs

In January 2016, American created three pass-through trusts which issued approximately $1.1 billion aggregate principal amount of Series 2016-1 Class AA, Class A and Class B EETCs (the 2016-1 EETCs) in connection with the financing of 22 aircraft owned by American (the 2016-1 EETC Aircraft). All of the proceeds received from the sale of the 2016-1 EETCs have been used to purchase equipment notes issued by American. Interest and principal payments on the equipment notes are payable semi-annually in January and July of each year, which began in July 2016. These equipment notes are secured by liens on the 2016-1 EETC Aircraft.

 

The details of the 2016-1 EETC equipment notes issued by American in three series are reflected in the table below as of December 31, 2016:

 

     2016-1 EETCs
     Series AA   Series A   Series B

Aggregate principal issued

   $584 million   $262 million   $228 million

Fixed interest rate per annum

   3.575%   4.10%   5.25%

Maturity date

   January 2028   January 2028   January 2024

2016-2 EETCs

In May and July 2016, American created three pass-through trusts which issued approximately $1.1 billion aggregate principal amount of Series 2016-2 Class AA, Class A and Class B EETCs (the 2016-2 EETCs) in connection with the financing of 22 aircraft owned by American (the 2016-2 EETC Aircraft). All of the proceeds received from the sale of the 2016-2 EETCs have been used to purchase equipment notes issued by American. Interest and principal payments on the equipment notes are payable semi-annually in June and December of each year, with interest payments that began in December 2016 and principal payments beginning in June 2017. These equipment notes are secured by liens on the 2016-2 EETC Aircraft.

The details of the 2016-2 EETC equipment notes issued by American in three series are reflected in the table below as of December 31, 2016:

 

    

2016-2 EETCs

    

Series AA

  

Series A

  

Series B

Aggregate principal issued

   $567 million    $261 million    $227 million

Fixed interest rate per annum

   3.20%    3.65%    4.375%

Maturity date

   June 2028    June 2028    June 2024

2016-3 EETCs

In October 2016, American created two pass-through trusts which issued approximately $814 million aggregate principal amount of Series 2016-3 Class AA and Class A EETCs (the 2016-3 EETCs) in connection with the financing of 25 aircraft owned by American or originally scheduled to be delivered to American through January 2017 (the 2016-3 EETC Aircraft). A portion of the proceeds received from the sale of the 2016-3 EETCs has been used to acquire Series AA and A equipment notes issued by American to the pass-through trusts and the balance of such proceeds is being held in escrow for the benefit of the holders of the 2016-3 EETCs until such time as American issues additional Series AA and A equipment notes to the pass-through trusts, which will purchase the notes with escrowed funds. These escrowed funds are not guaranteed by American and are not reported as debt on its consolidated balance sheet because the proceeds held by the depository are not American’s assets.

As of December 31, 2016, approximately $705 million of the escrowed proceeds from the 2016-3 EETCs have been used to purchase equipment notes issued by American. Interest and principal payments on the equipment notes are payable semi-annually in April and October of each year, with interest payments beginning in April 2017 and principal payments beginning in October 2017. These equipment notes are secured by liens on the 2016-3 EETC Aircraft. The remaining escrowed proceeds of $109 million will be used to purchase equipment notes as new aircraft are financed following their delivery.

 

The details of the 2016-3 EETC equipment notes issued by American in two series are reflected in the table below as of December 31, 2016:

 

    

2016-3 EETCs

    

Series AA

  

Series A

Aggregate principal issued

   $558 million    $256 million

Remaining escrowed proceeds

   $75 million    $34 million

Fixed interest rate per annum

   3.00%    3.25%

Maturity date

   October 2028    October 2028

(d) Equipment Loans and Other Notes Payable Issued in 2016

In 2016, American entered into loan agreements to borrow $1.8 billion in connection with the financing of certain aircraft. Debt incurred under these loan agreements matures in 2021 through 2028 and bears interest at fixed and variable rates of LIBOR plus an applicable margin averaging 2.96% at December 31, 2016.

(e) Special Facility Revenue Bonds

2016 Financing Activity

In June 2016, the New York Transportation Development Corporation (NYTDC) issued approximately $844 million of special facility revenue refunding bonds (the 2016 JFK Bonds) on behalf of American. The net proceeds from the 2016 JFK Bonds generally were used to provide a portion of the funds to refinance $1.0 billion of special facility revenue bonds (Prior JFK Bonds), the net proceeds of which partially financed the construction of a terminal (the Terminal) used by American at John F. Kennedy International Airport (JFK).

American is required to pay debt service on the 2016 JFK Bonds through payments under a loan agreement with NYTDC, and American and AAG guarantee the 2016 JFK Bonds. American’s and AAG’s obligations under these guarantees are secured by a mortgage on American’s lease of the Terminal and related property from the Port Authority of New York and New Jersey.

The 2016 JFK Bonds, in aggregate, were priced at approximately 107% of par value. The gross proceeds from the issuance of the 2016 JFK Bonds were approximately $907 million. Of this amount, approximately $895 million was used to partially fund the redemption of the Prior JFK Bonds. The 2016 JFK Bonds bear interest at 5.0% per annum and are comprised of $212 million of serial bonds, portions of which mature annually from August 1, 2017 to August 1, 2021, and $632 million of term bonds, $278 million of which matures on August 1, 2026 and $354 million of which matures on August 1, 2031. In connection with the refinancing of the Prior JFK Bonds, American recorded a special nonoperating charge of $36 million consisting of non-cash write offs of unamortized bond discounts and issuance costs as well as payments of redemption premiums and fees.

Guarantees

As of December 31, 2016, American had issued guarantees covering AAG’s $750 million aggregate principal amount of 5.50% senior notes due 2019, $500 million aggregate principal amount of 6.125% senior notes due 2018 and $500 million aggregate principal amount of 4.625% senior notes due 2020.

Collateral-Related Covenants

Certain of American’s debt financing agreements contain loan to value (LTV) ratio covenants and require American to annually appraise the related collateral. Pursuant to such agreements, if the LTV ratio exceeds a specified threshold, American is required, as applicable, to pledge additional qualifying collateral (which in some cases may include cash collateral), or pay down such financing, in whole or in part.

Specifically, American is required to meet certain collateral coverage tests on an annual basis for four credit facilities, as described below:

 

    

2013 Credit Facilities

  

2014 Credit Facilities

  

April 2016 Credit
Facilities

  

December 2016
Credit Facilities

Frequency of Appraisals

of Appraised Collateral

   Annual    Annual    Annual    Annual
LTV Requirement    1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)    1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)    1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)    1.6x Collateral valuation to amount of debt outstanding (62.5% LTV)

LTV as of Last

Measurement Date

   31.5%    23.2%    47.7%    61.8%
Collateral Description    Generally, certain slots, route authorities, and airport gate leasehold rights used by American to operate all services between the U.S. and South America    Generally, certain slots, route authorities and airport gate leasehold rights used by American to operate certain services between the U.S. and London Heathrow    Certain spare parts    Generally, certain Ronald Reagan Washington National Airport (DCA) slots, certain La Guardia Airport (LGA) slots, and certain simulators

At December 31, 2016, American was in compliance with the applicable collateral coverage tests as of the most recent measurement dates.