Debt

12 Months Ended

Dec. 31, 2018

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



	December 31,
	2018		2017
Secured
2013 Credit Facilities, variable interest rate of 4.26%, installments through 2025 ^(a)	$	1,825	$	1,825
2014 Credit Facilities, variable interest rate of 4.39%, installments through 2021 ^(a)	1,215		728
April 2016 Credit Facilities, variable interest rate of 4.52%, installments through 2023 ^(a)	980		990
December 2016 Credit Facilities, variable interest rate of 4.46%, installments through 2023 ^(a)	1,225		1,238
Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 3.00% to 9.01%, averaging 4.21%, maturing from 2019 to 2029 ^(b)	11,648		11,881
Equipment loans and other notes payable, fixed and variable interest rates ranging from 2.34% to 8.48%, averaging 4.26%, maturing from 2019 to 2030 ^(c)	5,060		5,259
Special facility revenue bonds, fixed interest rates ranging from 5.00% to 8.00%, maturing from 2019 to 2031	798		857
Other secured obligations	—		2
	22,751		22,780
Unsecured
5.50% senior notes, interest only payments until due in 2019 ^(d)	750		750
4.625% senior notes, interest only payments until due in 2020 ^(d)	500		500
6.125% senior notes	—		500
	1,250		1,750
Total long-term debt	24,001		24,530
Less: Total unamortized debt discount, premium and issuance costs	222		236
Less: Current maturities	3,213		2,476
Long-term debt, net of current maturities	$	20,566	$	21,818

The table below shows the maximum availability under revolving credit facilities, all of which were undrawn, as of December 31, 2018 (in millions):



2013 Revolving Facility	$	1,000
2014 Revolving Facility	1,543
April 2016 Revolving Facility	300
Total	$	2,843

Secured financings are collateralized by assets, primarily aircraft, engines, simulators, aircraft spare parts, airport gate leasehold rights, route authorities, airport slots and pre-delivery payments.

At December 31, 2018, the maturities of long-term debt are as follows (in millions):



2019	$	3,258
2020	2,320
2021	3,411
2022	1,346
2023	3,894
2024 and thereafter	9,772
Total	$	24,001

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

2013 Credit Facilities

In May 2018, American and AAG entered into a Fourth Amendment (the Fourth Amendment to the 2013 Credit Agreement) to the Amended and Restated Credit and Guaranty Agreement, amending the Amended and Restated Credit and Guaranty Agreement dated as of May 21, 2015, which amended and restated the Credit and Guaranty Agreement dated as of June 27, 2013 (as previously amended, the 2013 Credit Agreement, the revolving facility established thereunder, the 2013 Revolving Facility, the term loan facility established thereunder, the 2013 Term Loan Facility, and the 2013 Revolving Facility together with the 2013 Term Loan Facility, the 2013 Credit Facilities), pursuant to which American refinanced $1.8 billion of the existing term loans outstanding under the 2013 Credit Facilities with proceeds of term loans incurred under the Fourth Amendment to the 2013 Credit Agreement (the 2013 Replacement Term Loans). The LIBOR margin on the 2013 Replacement Term Loans was reduced from 2.00% to 1.75% and the base rate margin on the 2013 Replacement Term Loans was reduced from 1.00% to 0.75%. Additionally, the maturity date of the 2013 Replacement Term Loans was extended to June 2025 pursuant to the Fourth Amendment to the 2013 Credit Agreement.

In December 2018, American and AAG entered into a Fifth Amendment (the Fifth Amendment to the 2013 Credit Agreement) to the 2013 Credit Agreement, as previously amended by the Fourth Amendment to the 2013 Credit Agreement. Pursuant to the Fifth Amendment to the 2013 Credit Agreement, adjustments to the 2013 Revolving Facility were made, including reducing the total aggregate commitments under the 2013 Revolving Facility by $200 million, extending the maturity date for the revolver loans thereunder from October 2022 to October 2023 and reducing the LIBOR margin from 2.25% to 2.00% and the base rate margin from 1.25% to 1.00% for certain of the lenders of the revolver loans thereunder. As of December 31, 2018, there were no borrowings or letters of credit outstanding under the 2013 Revolving Facility.

2014 Credit Facilities

In September 2018, American and AAG entered into a Fifth Amendment (the Fifth Amendment to the 2014 Credit Agreement) to the Amended and Restated Credit and Guaranty Agreement, amending the Amended and Restated Credit and Guaranty Agreement dated as of April 20, 2015, which amended and restated the Credit and Guaranty Agreement dated as of October 10, 2014 (as previously amended, the 2014 Credit Agreement, the revolving credit facility established thereunder, the 2014 Revolving Facility, the term loan facility established thereunder, the 2014 Term Loan Facility, and the 2014 Revolving Facility together with the 2014 Term Loan Facility, the 2014 Credit Facilities). The Fifth Amendment to the 2014 Credit Agreement provides for incremental term loans in the amount of $500 million under the 2014 Term Loan Facility. The terms of such incremental term loans are substantially similar to the terms of the existing term loans under the 2014 Term Loan Facility, including those with regard to maturity and interest rate margins. As of December 31, 2018, approximately $1.2 billion was outstanding under the 2014 Term Loan Facility.

In December 2018, American and AAG entered into a Sixth Amendment (the Sixth Amendment to the 2014 Credit Agreement) to the 2014 Credit Agreement, as previously amended by the Fifth Amendment to the 2014 Credit Agreement. Pursuant to the Sixth Amendment to the 2014 Credit Agreement, adjustments to the 2014 Revolving Facility were made, including increasing the total aggregate commitments under the 2014 Revolving Facility by approximately $543 million, extending the maturity date for the revolver loans thereunder from October 2022 to October 2023 and reducing the LIBOR margin from 2.25% to 2.00% and the base rate margin from 1.25% to 1.00% for certain of the lenders of the revolver loans thereunder. In addition to the slots, gates and routes (SGR) between airports in the United States and LHR previously pledged as collateral for the 2014 Credit Facilities, SGR between airports in the United States and other countries in the European Union were added as collateral under the 2014 Credit Facilities pursuant to the Sixth Amendment to the 2014 Credit Agreement. As of December 31, 2018, there were no borrowings or letters of credit outstanding under the 2014 Revolving Facility.

April 2016 Credit Facilities

In December 2018, American and AAG entered into a Fourth Amendment (the Fourth Amendment to the April 2016 Credit Agreement) to the Credit and Guaranty Agreement, amending the Credit and Guaranty Agreement dated as of April 29, 2016 (as previously amended, the April 2016 Credit Agreement, and the revolving credit facility established thereunder, the April 2016 Revolving Facility, the term loan facility established thereunder, the 2016 Term Loan Facility and the 2016 April Revolving Facility together with the 2016 Term Loan Facility, the April 2016 Credit Facilities). Pursuant to the Fourth Amendment to the April 2016 Credit Agreement, adjustments to the April 2016 Revolving Facility were made, including extending the maturity date from October 2022 to October 2023 for the revolver loans established thereunder and reducing the LIBOR margin from 2.25% to 2.00% and the base rate margin from 1.25% to 1.00% for certain of the lenders of the revolver loans thereunder. As of December 31, 2018, there were no borrowings or letters of credit outstanding under the April 2016 Revolving Facility.

December 2016 Credit Facilities

In November 2017, American and AAG entered into the First Amendment to the Amended and Restated Credit and Guaranty Agreement, amending the Amended and Restated Credit and Guaranty Agreement, dated as of December 15, 2016, pursuant to which American refinanced the $1.3 billion term loan facility due December 2023 established thereunder (the December 2016 Term Loan Facility, and together with a revolving credit facility that may be established thereunder in the future, the December 2016 Credit Facilities), to reduce the LIBOR margin from 2.50% to 2.00% and the base rate margin from 1.50% to 1.00%.

Certain details of our 2013 Credit Facilities, 2014 Credit Facilities, April 2016 Credit Facilities and December 2016 Credit Facilities (collectively referred to as the Credit Facilities) are shown in the table below as of December 31, 2018:



	2013 Credit Facilities		2014 Credit Facilities		April 2016 Credit Facilities		December 2016 Credit Facilities
	2013 Replacement Term Loan	2013 Revolving Facility	2014 Term Loan	2014 Revolving Facility	April 2016 Term Loan	April 2016 Revolving Facility	December 2016 Term Loan
Aggregate principal issued or credit facility availability (in millions)	$1,900	$1,000	$1,250	$1,543	$1,000	$300	$1,250
Principal outstanding or drawn (in millions)	$1,825	$—	$1,215	$—	$980	$—	$1,225
Maturity date	June 2025	October 2023	October 2021	October 2023	April 2023	October 2023	December 2023
LIBOR margin	1.75%	2.00%	2.00%	2.00%	2.00%	2.00%	2.00%

The term loans under each of the Credit Facilities are repayable in annual installments in an amount equal to 1.00% of the aggregate principal amount issued, with any unpaid balance due on the respective maturity dates. Voluntary prepayments may be made by American at any time.

The 2013 Revolving Facility, 2014 Revolving Facility and April 2016 Revolving Facility provide that American may from time to time borrow, repay and reborrow loans thereunder. The 2013 Revolving Facility and 2014 Revolving Facility have the ability to issue letters of credit thereunder in an aggregate amount outstanding at any time up to $100 million and $200 million, respectively. The 2013 Revolving Facility, 2014 Revolving Facility and April 2016 Revolving Facility are each subject to an undrawn annual fee of 0.63%. As of December 31, 2018, there were no borrowings or letters of credit outstanding under the 2013 Revolving Facility, 2014 Revolving Facility or April 2016 Revolving Facility. The December 2016 Credit Facilities provide for a revolving credit facility that may be established thereunder in the future.

Subject to certain limitations and exceptions, the Credit Facilities are secured by collateral, including certain spare parts, certain slots, certain route authorities, certain simulators and certain 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 Revolving Facility, 2014 Revolving Facility and April 2016 Revolving Facility and any revolving credit facility established under the 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) EETCs

Below is a discussion of the 2018 aircraft financing activities resulting from EETC issuances.

2017-2 EETCs

In August and October 2017, American created three pass-through trusts which issued approximately $1.0 billion aggregate face amount of Series 2017-2 Class AA, Class A and Class B EETCs (the 2017-2 EETCs) in connection with the financing of 30 aircraft delivered to American through May 2018 (the 2017-2 Aircraft). In 2017, approximately $735 million of the net proceeds were used to purchase equipment notes issued by American in connection with the financing of 24 aircraft financed under the 2017-2 EETC. During the first six months of 2018, the remaining $283 million of net proceeds was used to purchase equipment notes issued by American in connection with the financing of the remaining six aircraft financed under the 2017-2 EETCs. Interest and principal payments on equipment notes issued in connection with the 2017-2 EETCs are payable semi-annually in April and October of each year, with interest payments that began in April 2018 and principal payments that began in October 2018. These equipment notes are secured by liens on the 2017-2 Aircraft.

Certain information regarding the 2017-2 EETC equipment notes, as of December 31, 2018, is set forth in the table below.



	2017-2 EETCs
	Series AA	Series A	Series B
Aggregate principal issued	$545 million	$252 million	$221 million
Fixed interest rate per annum	3.35%	3.60%	3.70%
Maturity date	October 2029	October 2029	October 2025

2012-2C(R) EETCs

On May 15, 2018, American created a pass-through trust which issued $100 million aggregate face amount of the Series 2012-2 Class C(R) EETCs (the 2012-2C(R) EETCs). Interest and principal payments on equipment notes issued in connection with the 2012-2C(R) EETCs are payable semi-annually in June and December of each year, which began in December 2018.

American had previously issued $100 million aggregate face amount of Series 2012-2 Class C Certificates on June 6, 2013 (the 2012-2C Certificates) in connection with the financing of 11 aircraft previously delivered to American between May 2013 and October 2013. On June 1, 2018, American redeemed the Series C Equipment Notes relating to such 2012-2C Certificates (the 2012-2C Equipment Notes), which were scheduled to mature on June 3, 2018. The proceeds received from the 2012-2C(R) EETCs were used for the redemption of the 2012-2 Series C Equipment Notes and the repayment of the 2012-2C Certificates.

Certain information regarding the 2012-2 Class C(R) EETC equipment notes, as of December 31, 2018, is set forth in the table below.



	2012-2C(R) EETCs
	Series C(R)
Aggregate principal issued	$100 million
Fixed interest rate per annum	4.70%
Maturity date	June 2021

In 2018, American entered into agreements under which it borrowed $1.5 billion in connection with the financing of certain aircraft and certain pre-delivery purchase deposits. Debt incurred under these agreements matures in 2021 through 2030 and bears interest at fixed and variable rates of LIBOR plus an applicable margin averaging 4.28% at December 31, 2018.

(d) Senior Notes

The details of our 5.50% and 4.625% senior notes are shown in the table below as of December 31, 2018:



	5.50% Senior Notes	4.625% Senior Notes
Aggregate principal issued and outstanding	$750 million	$500 million
Maturity date	October 2019	March 2020
Fixed interest rate per annum	5.50%	4.625%
Interest payments	Semi-annually in arrears in April and October	Semi-annually in arrears in March and September

The 5.50% and 4.625% senior notes are senior unsecured 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, 2018, AAG had issued guarantees covering approximately $769 million of American’s special facility revenue bonds (and interest thereon) and $8.4 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 our 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	34.8%	18.8%	40.9%	57.5%
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 European Union (including London Heathrow)	Generally, certain spare parts	Generally, certain Ronald Reagan Washington National Airport (DCA) slots, certain La Guardia Airport (LGA) slots, certain simulators and certain leasehold rights

At December 31, 2018, we were in compliance with the applicable collateral coverage tests as of the most recent measurement dates.

American Airlines, Inc. [Member]

Debt Instrument [Line Items]

Debt

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



	December 31,
	2018		2017
Secured
2013 Credit Facilities, variable interest rate of 4.26%, installments through 2025 ^(a)	$	1,825	$	1,825
2014 Credit Facilities, variable interest rate of 4.39%, installments through 2021 ^(a)	1,215		728
April 2016 Credit Facilities, variable interest rate of 4.52%, installments through 2023 ^(a)	980		990
December 2016 Credit Facilities, variable interest rate of 4.46%, installments through 2023 ^(a)	1,225		1,238
Aircraft enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 3.00% to 9.01%, averaging 4.21%, maturing from 2019 to 2029 ^(b)	11,648		11,881
Equipment loans and other notes payable, fixed and variable interest rates ranging from 2.34% to 8.48%, averaging 4.26%, maturing from 2019 to 2030 ^(c)	5,060		5,259
Special facility revenue bonds, fixed interest rates of 5.00%, maturing from 2019 to 2031	769		828
Other secured obligations	—		1
Total long-term debt	22,722		22,750
Less: Total unamortized debt discount, premium and issuance costs	219		227
Less: Current maturities	2,466		1,980
Long-term debt, net of current maturities	$	20,037	$	20,543

The table below shows the maximum availability under revolving credit facilities, all of which were undrawn, as of December 31, 2018 (in millions):



2013 Revolving Facility	$	1,000
2014 Revolving Facility	1,543
April 2016 Revolving Facility	300
Total	$	2,843

At December 31, 2018, the maturities of long-term debt are as follows (in millions):



2019	$	2,508
2020	1,815
2021	3,409
2022	1,344
2023	3,892
2024 and thereafter	9,754
Total	$	22,722

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

2013 Credit Facilities

2014 Credit Facilities

April 2016 Credit Facilities

December 2016 Credit Facilities

Certain details of American’s 2013 Credit Facilities, 2014 Credit Facilities, April 2016 Credit Facilities and December 2016 Credit Facilities (collectively referred to as the Credit Facilities) are shown in the table below as of December 31, 2018:



	2013 Credit Facilities		2014 Credit Facilities		April 2016 Credit Facilities		December 2016 Credit Facilities
	2013 Replacement Term Loan	2013 Revolving Facility	2014 Term Loan	2014 Revolving Facility	April 2016 Term Loan	April 2016 Revolving Facility	December 2016 Term Loan
Aggregate principal issued or credit facility availability (in millions)	$1,900	$1,000	$1,250	$1,543	$1,000	$300	$1,250
Principal outstanding or drawn (in millions)	$1,825	$—	$1,215	$—	$980	$—	$1,225
Maturity date	June 2025	October 2023	October 2021	October 2023	April 2023	October 2023	December 2023
LIBOR margin	1.75%	2.00%	2.00%	2.00%	2.00%	2.00%	2.00%

(b) EETCs

Below is a discussion of the 2018 aircraft financing activities resulting from EETC issuances.

2017-2 EETCs

Certain information regarding the 2017-2 EETC equipment notes, as of December 31, 2018, is set forth in the table below.



	2017-2 EETCs
	Series AA	Series A	Series B
Aggregate principal issued	$545 million	$252 million	$221 million
Fixed interest rate per annum	3.35%	3.60%	3.70%
Maturity date	October 2029	October 2029	October 2025

2012-2C(R) EETCs

Certain information regarding the 2012-2 Class C(R) EETC equipment notes, as of December 31, 2018, is set forth in the table below.



	2012-2C(R) EETCs
	Series C(R)
Aggregate principal issued	$100 million
Fixed interest rate per annum	4.70%
Maturity date	June 2021

Guarantees

As of December 31, 2018, American had issued guarantees covering AAG’s $750 million aggregate principal amount of 5.50% senior notes due 2019 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 its 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	34.8%	18.8%	40.9%	57.5%
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 European Union (including London Heathrow)	Generally, certain spare parts	Generally, certain Ronald Reagan Washington National Airport (DCA) slots, certain La Guardia Airport (LGA) slots, certain simulators and certain leasehold rights

At December 31, 2018, American was in compliance with the applicable collateral coverage tests as of the most recent measurement dates.