Edgar Filing: AMERICAN AIRLINES INC

FWP

Issuer Free Writing Prospectus

Filed pursuant to Rule 433(d)

Registration No. 333-194685-01

January 12, 2016

American Airlines, Inc. (“American”)

2016-1 Pass Through Trusts

Pass Through Certificates, Series 2016-1

American is increasing the size of the 2016-1 EETC transaction in order to finance two additional Airbus A321-231 aircraft and two additional Boeing 787-8 aircraft (collectively, the “Additional Aircraft”). This free writing prospectus sets forth the corresponding material changes to American’s Preliminary Prospectus Supplement, dated January 12, 2016 (the “Supplement”), relating to the Certificates referred to below and should be read together with the Supplement and the accompanying Prospectus dated March 19, 2014. This free writing prospectus sets forth the principal amortization schedules and the loan to value ratio tables for the Equipment Notes related to the additional Airbus A321-231 aircraft and Boeing 787-8 aircraft. The information herein supersedes any inconsistent information set forth in the Supplement.


Aircraft to be Financed:	Twenty-two total Aircraft, consisting of (a) all eleven Airbus A321-231 aircraft described in the Supplement, including the two additional Airbus A321-231 aircraft described in Appendix III to the Supplement, (b) the six Boeing 737-823 aircraft described in the Supplement, (c) the Boeing 777-323ER aircraft described in the Supplement and (d) all four Boeing 787-8 aircraft described in the Supplement, including the two additional Boeing 787-8 aircraft described in Appendix III to the Supplement.

Aggregate Appraised Aircraft Value:	$1,498,394,465

Aggregate Face Amount of Class AA Certificates, Class A Certificates and Class B Certificates:	$1,074,350,000

Securities:	Class AA Pass Through Certificates, Series 2016-1 (“Class AA Certificates”)	Class A Pass Through Certificates, Series 2016-1 (“Class A Certificates”)	Class B Pass Through Certificates, Series 2016-1 (“Class B Certificates”)

Face Amount:	$584,374,000	$262,218,000	$227,758,000

Initial LTV (cumulative) ⁽¹⁾⁽²⁾:	39.0%	56.5%	71.7%

Highest LTV (cumulative) ⁽²⁾:	39.5%	57.2%	72.6%

(1)	Determined as of the Issuance Date.

(2)	See “Loan to Value Ratios” below.

Equipment Notes and the Aircraft

The Trusts are expected to hold Equipment Notes issued for, and secured by, each of 22 aircraft: (a) eleven Airbus A321-231 aircraft delivered new to American from September 2014 to June 2015, (b) six Boeing 737-823 aircraft delivered new to American from September 2015 to December 2015, (c) one Boeing 777-323ER aircraft delivered new to American in October 2015 and (d) four Boeing 787-8 aircraft delivered new to American from April 2015 to December 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 each Aircraft. 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 the Issuance Date.


Aircraft Type	Registration Number	Manufacturer’s Serial Number	Month of Delivery	Initial Principal Amount of Series AA Equipment Notes, Series A Equipment Notes and Series B Equipment Notes		Appraised Value⁽¹⁾		Latest Equipment Note Maturity Date
Airbus A321-231	N912UY	6264	September 2014	$	35,605,000	$	49,658,012	January 15, 2028
Airbus A321-231	N916US	6420	January 2015	$	36,750,000	$	51,255,010	January 15, 2028
Airbus A321-231	N917UY	6427	January 2015	$	36,760,000	$	51,269,108	January 15, 2028
Airbus A321-231	N918US	6443	February 2015	$	36,853,000	$	51,399,224	January 15, 2028
Airbus A321-231	N920US	6490	February 2015	$	37,012,000	$	51,620,060	January 15, 2028
Airbus A321-231	N922US	6537	April 2015	$	37,326,000	$	52,057,915	January 15, 2028
Airbus A321-231	N923US	6543	April 2015	$	37,320,000	$	52,050,001	January 15, 2028
Airbus A321-231	N921US	6523	April 2015	$	37,297,000	$	52,018,243	January 15, 2028
Airbus A321-231	N924US	6569	April 2015	$	37,425,000	$	52,196,633	January 15, 2028
Airbus A321-231	N925UY	6613	June 2015	$	37,566,000	$	52,393,533	January 15, 2028
Airbus A321-231⁽²⁾	N927UW	6625	June 2015	$	37,566,000	$	52,393,533	January 15, 2028
Boeing 737-823	N977NN	31225	September 2015	$	33,343,000	$	46,503,477	January 15, 2028
Boeing 737-823	N978NN	31226	September 2015	$	33,462,000	$	46,670,000	January 15, 2028
Boeing 737-823	N979NN	31228	October 2015	$	33,699,000	$	47,000,000	January 15, 2028
Boeing 737-823	N980NN	31229	November 2015	$	33,699,000	$	47,000,000	January 15, 2028
Boeing 737-823	N981NN	31230	November 2015	$	33,699,000	$	47,000,000	January 15, 2028
Boeing 737-823	N982NN	31231	December 2015	$	33,850,000	$	47,210,000	January 15, 2028
Boeing 777-323ER⁽³⁾	N734AR	31480	October 2015	$	116,097,000	$	161,920,000	January 15, 2028
Boeing 787-8⁽³⁾	N805AN	40623	April 2015	$	84,840,000	$	118,326,382	January 15, 2028
Boeing 787-8⁽³⁾	N810AN	40628	September 2015	$	87,775,000	$	122,420,000	January 15, 2028
Boeing 787-8⁽³⁾	N811AB	40629	November 2015	$	88,086,000	$	122,853,333	January 15, 2028
Boeing 787-8⁽³⁾	N812AA	40630	December 2015	$	88,320,000	$	123,180,000	January 15, 2028

Total:				$	1,074,350,000	$	1,498,394,465

(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 (except as described in footnote (2) below with respect to the Airbus A321-231 aircraft bearing registration number N927UW), 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 AISI appraisal is dated December 22, 2015, the BK appraisal is dated December 17, 2015 and the mba appraisal is dated December 30, 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.”

(2)

Because maintenance status data with respect to this aircraft was not readily available as of the dates of the appraisals, the appraised value of this aircraft was determined on the assumption that the maintenance status of this aircraft is substantially similar to the maintenance status of the other Airbus A321-231 aircraft of a similar age that are eligible to be financed pursuant to this offering.

(3)	This aircraft is approved for Extended-range Twin-engine Operations (“ETOPs”).

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.



			Pool Balance⁽²⁾						LTV⁽³⁾
Date	Aggregate Assumed Aircraft Value ⁽¹⁾		Class AA Certificates		Class A Certificates		Class B Certificates		Class AA Certificates			Class A Certificates			Class B Certificates
At Issuance	$	1,498,394,465	$	584,374,000	$	262,218,000	$	227,758,000		39.0	%		56.5	%		71.7	%
July 15, 2016		1,475,555,807		582,942,143		261,420,718		227,028,779		39.5	%		57.2	%		72.6	%
January 15, 2017		1,452,717,148		569,594,488		255,452,006		214,837,905		39.2	%		56.8	%		71.6	%
July 15, 2017		1,429,878,489		556,086,335		249,441,471		202,443,769		38.9	%		56.3	%		70.5	%
January 15, 2018		1,407,039,831		542,375,016		243,364,022		191,460,604		38.5	%		55.8	%		69.5	%
July 15, 2018		1,384,201,172		528,493,860		237,137,529		180,890,282		38.2	%		55.3	%		68.4	%
January 15, 2019		1,361,362,514		514,613,209		230,910,838		170,458,905		37.8	%		54.8	%		67.3	%
July 15, 2019		1,338,523,855		500,733,062		224,683,983		161,159,885		37.4	%		54.2	%		66.2	%
January 15, 2020		1,315,685,196		486,853,459		218,456,929		150,966,769		37.0	%		53.6	%		65.1	%
July 15, 2020		1,292,846,538		472,974,426		212,229,640		140,914,328		36.6	%		53.0	%		63.9	%
January 15, 2021		1,270,007,879		459,096,010		206,002,161		130,279,243		36.1	%		52.4	%		62.6	%
July 15, 2021		1,247,169,221		445,218,222		199,774,432		119,731,937		35.7	%		51.7	%		61.3	%
January 15, 2022		1,224,330,562		431,341,117		193,546,433		115,320,006		35.2	%		51.0	%		60.5	%
July 15, 2022		1,201,491,903		417,464,720		187,318,200		110,989,225		34.7	%		50.3	%		59.6	%
January 15, 2023		1,178,653,245		403,589,084		181,089,657		105,445,493		34.2	%		49.6	%		58.6	%
July 15, 2023		1,155,814,586		389,714,236		174,860,820		97,662,080		33.7	%		48.8	%		57.3	%
January 15, 2024		1,132,975,928		375,840,241		168,631,669		—		33.2	%		48.1	%		0.0	%
July 15, 2024		1,110,137,269		361,967,161		162,402,161		—		32.6	%		47.2	%		0.0	%
January 15, 2025		1,087,298,610		348,095,014		156,172,297		—		32.0	%		46.4	%		0.0	%
July 15, 2025		1,064,459,952		334,223,882		149,942,026		—		31.4	%		45.5	%		0.0	%
January 15, 2026		1,041,621,293		320,353,848		143,717,433		—		30.8	%		44.6	%		0.0	%
July 15, 2026		1,018,782,635		306,484,963		137,497,960		—		30.1	%		43.6	%		0.0	%
January 15, 2027		995,943,976		292,627,556		131,277,925		—		29.4	%		42.6	%		0.0	%
July 15, 2027		973,105,317		278,308,120		125,591,406		—		28.6	%		41.5	%		0.0	%
January 15, 2028		950,266,659		—		—		—		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.

Assumed Amortization Schedule and Resulting Pool Factors

The following table sets forth the expected aggregate principal amortization schedule (the “Assumed Amortization Schedule”) for the Equipment Notes held in each Trust and resulting Pool Factors with respect to such Trust. The actual aggregate principal amortization schedule applicable to a Trust and the resulting Pool Factors with respect to such Trust may differ from the Assumed Amortization Schedule because the scheduled distribution of principal payments for any Trust may be affected if, among other things, any Equipment Notes held in such Trust are redeemed or purchased or if a default in payment on any Equipment Note occurs.


	Class AA				Class A				Class B
Date	Scheduled Principal Payments		Expected Pool Factor		Scheduled Principal Payments		Expected Pool Factor		Scheduled Principal Payments		Expected Pool Factor
At Issuance	$	0.00		1.0000000	$	0.00		1.0000000	$	0.00		1.0000000
July 15, 2016		1,431,857.00		0.9975498		797,282.00		0.9969595		729,221.00		0.9967983
January 15, 2017		13,347,655.00		0.9747088		5,968,712.00		0.9741971		12,190,874.00		0.9432727
July 15, 2017		13,508,153.00		0.9515932		6,010,535.00		0.9512752		12,394,136.00		0.8888547
January 15, 2018		13,711,319.00		0.9281300		6,077,449.00		0.9280981		10,983,165.00		0.8406317
July 15, 2018		13,881,156.00		0.9043761		6,226,493.00		0.9043526		10,570,322.00		0.7942214
January 15, 2019		13,880,651.00		0.8806230		6,226,691.00		0.8806064		10,431,377.00		0.7484212
July 15, 2019		13,880,147.00		0.8568709		6,226,855.00		0.8568595		9,299,020.00		0.7075926
January 15, 2020		13,879,603.00		0.8331196		6,227,054.00		0.8331119		10,193,116.00		0.6628385
July 15, 2020		13,879,033.00		0.8093694		6,227,289.00		0.8093634		10,052,441.00		0.6187020
January 15, 2021		13,878,416.00		0.7856202		6,227,479.00		0.7856141		10,635,085.00		0.5720073
July 15, 2021		13,877,788.00		0.7618721		6,227,729.00		0.7618639		10,547,306.00		0.5256981
January 15, 2022		13,877,105.00		0.7381251		6,227,999.00		0.7381127		4,411,931.00		0.5063269
July 15, 2022		13,876,397.00		0.7143794		6,228,233.00		0.7143606		4,330,781.00		0.4873121
January 15, 2023		13,875,636.00		0.6906349		6,228,543.00		0.6906073		5,543,732.00		0.4629716
July 15, 2023		13,874,848.00		0.6668918		6,228,837.00		0.6668528		7,783,413.00		0.4287976
January 15, 2024		13,873,995.00		0.6431502		6,229,151.00		0.6430972		97,662,080.00		0.0000000
July 15, 2024		13,873,080.00		0.6194101		6,229,508.00		0.6193402		0.00		0.0000000
January 15, 2025		13,872,147.00		0.5956716		6,229,864.00		0.5955819		0.00		0.0000000
July 15, 2025		13,871,132.00		0.5719349		6,230,271.00		0.5718220		0.00		0.0000000
January 15, 2026		13,870,034.00		0.5482000		6,224,593.00		0.5480838		0.00		0.0000000
July 15, 2026		13,868,885.00		0.5244671		6,219,473.00		0.5243651		0.00		0.0000000
January 15, 2027		13,857,407.00		0.5007539		6,220,035.00		0.5006442		0.00		0.0000000
July 15, 2027		14,319,436.00		0.4762500		5,686,519.00		0.4789580		0.00		0.0000000
January 15, 2028		278,308,120.00		0.0000000		125,591,406.00		0.0000000		0.00		0.0000000

Principal Payments

Scheduled principal payments on the issued and outstanding Series AA Equipment Notes, Series A Equipment Notes and Series B Equipment Notes will be made on January 15 and July 15 in certain years, commencing on July 15, 2016 and ending on January 15, 2028, in the case of the Series AA Equipment Notes and the Series A Equipment Notes, and January 15, 2024, in the case of the Series B Equipment Notes. The original principal amount and principal amortization schedule for each series of Equipment Notes issued with respect to each Additional Aircraft will be as set forth in the table below for that Aircraft. See “Description of the Certificates—Pool Factors” for a discussion of the Scheduled Payments of principal of the Equipment Notes and possible revisions thereto.

Airbus A321-231

N924US


	Series AA				Series A				Series B
Date	Scheduled Payments of Principal		Equipment Note Ending Balance		Scheduled Payments of Principal		Equipment Note Ending Balance		Scheduled Payments of Principal		Equipment Note Ending Balance
At Issuance	$	0.00	$	20,357,000.00	$	0.00	$	9,134,000.00	$	0.00	$	7,934,000.00
July 15, 2016		0.00		20,357,000.00		0.00		9,134,000.00		0.00		7,934,000.00
January 15, 2017		479,000.00		19,878,000.00		216,000.00		8,918,000.00		439,000.00		7,495,000.00
July 15, 2017		484,696.00		19,393,304.00		216,842.00		8,701,158.00		427,514.00		7,067,486.00
January 15, 2018		484,349.00		18,908,955.00		217,334.00		8,483,824.00		380,838.00		6,686,648.00
July 15, 2018		484,315.00		18,424,640.00		217,322.00		8,266,502.00		377,962.00		6,308,686.00
January 15, 2019		484,280.00		17,940,360.00		217,307.00		8,049,195.00		375,083.00		5,933,603.00
July 15, 2019		484,245.00		17,456,115.00		217,289.00		7,831,906.00		330,509.00		5,603,094.00
January 15, 2020		484,207.00		16,971,908.00		217,273.00		7,614,633.00		329,047.00		5,274,047.00
July 15, 2020		484,168.00		16,487,740.00		217,254.00		7,397,379.00		327,585.00		4,946,462.00
January 15, 2021		484,125.00		16,003,615.00		217,235.00		7,180,144.00		398,422.00		4,548,040.00
July 15, 2021		484,081.00		15,519,534.00		217,216.00		6,962,928.00		407,763.00		4,140,277.00
January 15, 2022		484,033.00		15,035,501.00		217,196.00		6,745,732.00		129,634.00		4,010,643.00
July 15, 2022		483,985.00		14,551,516.00		217,172.00		6,528,560.00		116,554.00		3,894,089.00
January 15, 2023		483,932.00		14,067,584.00		217,150.00		6,311,410.00		196,335.00		3,697,754.00
July 15, 2023		483,877.00		13,583,707.00		217,125.00		6,094,285.00		299,843.00		3,397,911.00
January 15, 2024		483,818.00		13,099,889.00		217,098.00		5,877,187.00		3,397,911.00		0.00
July 15, 2024		483,755.00		12,616,134.00		217,071.00		5,660,116.00		0.00		0.00
January 15, 2025		483,690.00		12,132,444.00		217,040.00		5,443,076.00		0.00		0.00
July 15, 2025		483,619.00		11,648,825.00		217,010.00		5,226,066.00		0.00		0.00
January 15, 2026		483,544.00		11,165,281.00		216,975.00		5,009,091.00		0.00		0.00
July 15, 2026		483,464.00		10,681,817.00		216,940.00		4,792,151.00		0.00		0.00
January 15, 2027		483,379.00		10,198,438.00		216,901.00		4,575,250.00		0.00		0.00
July 15, 2027		498,873.00		9,699,565.00		198,151.00		4,377,099.00		0.00		0.00
January 15, 2028		9,699,565.00		0.00		4,377,099.00		0.00		0.00		0.00

N925UY


	Series AA				Series A				Series B
Date	Scheduled Payments of Principal		Equipment Note Ending Balance		Scheduled Payments of Principal		Equipment Note Ending Balance		Scheduled Payments of Principal		Equipment Note Ending Balance
At Issuance	$	0.00	$	20,433,000.00	$	0.00	$	9,169,000.00	$	0.00	$	7,964,000.00
July 15, 2016		0.00		20,433,000.00		0.00		9,169,000.00		0.00		7,964,000.00
January 15, 2017		480,000.00		19,953,000.00		217,000.00		8,952,000.00		441,000.00		7,523,000.00
July 15, 2017		486,539.00		19,466,461.00		218,019.00		8,733,981.00		428,854.00		7,094,146.00
January 15, 2018		486,176.00		18,980,285.00		218,155.00		8,515,826.00		382,274.00		6,711,872.00
July 15, 2018		486,142.00		18,494,143.00		218,141.00		8,297,685.00		379,388.00		6,332,484.00
January 15, 2019		486,108.00		18,008,035.00		218,125.00		8,079,560.00		376,499.00		5,955,985.00
July 15, 2019		486,071.00		17,521,964.00		218,110.00		7,861,450.00		331,754.00		5,624,231.00
January 15, 2020		486,034.00		17,035,930.00		218,092.00		7,643,358.00		330,289.00		5,293,942.00
July 15, 2020		485,994.00		16,549,936.00		218,074.00		7,425,284.00		328,821.00		4,965,121.00
January 15, 2021		485,951.00		16,063,985.00		218,055.00		7,207,229.00		399,924.00		4,565,197.00
July 15, 2021		485,907.00		15,578,078.00		218,035.00		6,989,194.00		409,302.00		4,155,895.00
January 15, 2022		485,860.00		15,092,218.00		218,015.00		6,771,179.00		130,122.00		4,025,773.00
July 15, 2022		485,810.00		14,606,408.00		217,991.00		6,553,188.00		116,995.00		3,908,778.00
January 15, 2023		485,757.00		14,120,651.00		217,970.00		6,335,218.00		197,075.00		3,711,703.00
July 15, 2023		485,703.00		13,634,948.00		217,943.00		6,117,275.00		300,974.00		3,410,729.00
January 15, 2024		485,643.00		13,149,305.00		217,917.00		5,899,358.00		3,410,729.00		0.00
July 15, 2024		485,580.00		12,663,725.00		217,890.00		5,681,468.00		0.00		0.00
January 15, 2025		485,514.00		12,178,211.00		217,859.00		5,463,609.00		0.00		0.00
July 15, 2025		485,444.00		11,692,767.00		217,828.00		5,245,781.00		0.00		0.00
January 15, 2026		485,368.00		11,207,399.00		217,794.00		5,027,987.00		0.00		0.00
July 15, 2026		485,288.00		10,722,111.00		217,758.00		4,810,229.00		0.00		0.00
January 15, 2027		485,202.00		10,236,909.00		217,719.00		4,592,510.00		0.00		0.00
July 15, 2027		500,754.00		9,736,155.00		198,900.00		4,393,610.00		0.00		0.00
January 15, 2028		9,736,155.00		0.00		4,393,610.00		0.00		0.00		0.00

Boeing 787-8

N811AB


	Series AA				Series A				Series B
Date	Scheduled Payments of Principal		Equipment Note Ending Balance		Scheduled Payments of Principal		Equipment Note Ending Balance		Scheduled Payments of Principal		Equipment Note Ending Balance
At Issuance	$	0.00	$	47,913,000.00	$	0.00	$	21,499,000.00	$	0.00	$	18,674,000.00
July 15, 2016		0.00		47,913,000.00		0.00		21,499,000.00		0.00		18,674,000.00
January 15, 2017		1,106,000.00		46,807,000.00		498,000.00		21,001,000.00		1,025,000.00		17,649,000.00
July 15, 2017		1,128,903.00		45,678,097.00		506,691.00		20,494,309.00		1,002,570.00		16,646,430.00
January 15, 2018		1,129,469.00		44,548,628.00		506,811.00		19,987,498.00		892,995.00		15,753,435.00
July 15, 2018		1,129,606.00		43,419,022.00		506,877.00		19,480,621.00		886,552.00		14,866,883.00
January 15, 2019		1,129,752.00		42,289,270.00		506,944.00		18,973,677.00		880,111.00		13,986,772.00
July 15, 2019		1,129,908.00		41,159,362.00		507,009.00		18,466,668.00		775,369.00		13,211,403.00
January 15, 2020		1,130,070.00		40,029,292.00		507,084.00		17,959,584.00		772,239.00		12,439,164.00
July 15, 2020		1,130,242.00		38,899,050.00		507,161.00		17,452,423.00		769,120.00		11,670,044.00
January 15, 2021		1,130,420.00		37,768,630.00		507,240.00		16,945,183.00		936,640.00		10,733,404.00
July 15, 2021		1,130,610.00		36,638,020.00		507,327.00		16,437,856.00		959,169.00		9,774,235.00
January 15, 2022		1,130,810.00		35,507,210.00		507,417.00		15,930,439.00		302,867.00		9,471,368.00
July 15, 2022		1,131,022.00		34,376,188.00		507,510.00		15,422,929.00		272,056.00		9,199,312.00
January 15, 2023		1,131,246.00		33,244,942.00		507,612.00		14,915,317.00		460,667.00		8,738,645.00
July 15, 2023		1,131,482.00		32,113,460.00		507,719.00		14,407,598.00		705,589.00		8,033,056.00
January 15, 2024		1,131,733.00		30,981,727.00		507,832.00		13,899,766.00		8,033,056.00		0.00
July 15, 2024		1,131,998.00		29,849,729.00		507,951.00		13,391,815.00		0.00		0.00
January 15, 2025		1,132,284.00		28,717,445.00		508,076.00		12,883,739.00		0.00		0.00
July 15, 2025		1,132,584.00		27,584,861.00		508,214.00		12,375,525.00		0.00		0.00
January 15, 2026		1,132,904.00		26,451,957.00		508,359.00		11,867,166.00		0.00		0.00
July 15, 2026		1,133,247.00		25,318,710.00		508,510.00		11,358,656.00		0.00		0.00
January 15, 2027		1,133,612.00		24,185,098.00		508,674.00		10,849,982.00		0.00		0.00
July 15, 2027		1,170,983.00		23,014,115.00		464,460.00		10,385,522.00		0.00		0.00
January 15, 2028		23,014,115.00		0.00		10,385,522.00		0.00		0.00		0.00

N812AA


	Series AA				Series A				Series B
Date	Scheduled Payments of Principal		Equipment Note Ending Balance		Scheduled Payments of Principal		Equipment Note Ending Balance		Scheduled Payments of Principal		Equipment Note Ending Balance
At Issuance	$	0.00	$	48,040,000.00	$	0.00	$	21,557,000.00	$	0.00	$	18,723,000.00
July 15, 2016		0.00		48,040,000.00		0.00		21,557,000.00		0.00		18,723,000.00
January 15, 2017		1,108,000.00		46,932,000.00		500,000.00		21,057,000.00		1,028,000.00		17,695,000.00
July 15, 2017		1,132,445.00		45,799,555.00		508,196.00		20,548,804.00		1,004,308.00		16,690,692.00
January 15, 2018		1,132,472.00		44,667,083.00		508,160.00		20,040,644.00		895,369.00		15,795,323.00
July 15, 2018		1,132,610.00		43,534,473.00		508,224.00		19,532,420.00		888,909.00		14,906,414.00
January 15, 2019		1,132,756.00		42,401,717.00		508,292.00		19,024,128.00		882,451.00		14,023,963.00
July 15, 2019		1,132,912.00		41,268,805.00		508,358.00		18,515,770.00		777,430.00		13,246,533.00
January 15, 2020		1,133,075.00		40,135,730.00		508,432.00		18,007,338.00		774,293.00		12,472,240.00
July 15, 2020		1,133,247.00		39,002,483.00		508,509.00		17,498,829.00		771,166.00		11,701,074.00
January 15, 2021		1,133,426.00		37,869,057.00		508,589.00		16,990,240.00		939,130.00		10,761,944.00
July 15, 2021		1,133,617.00		36,735,440.00		508,675.00		16,481,565.00		961,720.00		9,800,224.00
January 15, 2022		1,133,817.00		35,601,623.00		508,766.00		15,972,799.00		303,672.00		9,496,552.00
July 15, 2022		1,134,029.00		34,467,594.00		508,860.00		15,463,939.00		272,779.00		9,223,773.00
January 15, 2023		1,134,253.00		33,333,341.00		508,963.00		14,954,976.00		461,892.00		8,761,881.00
July 15, 2023		1,134,491.00		32,198,850.00		509,069.00		14,445,907.00		707,465.00		8,054,416.00
January 15, 2024		1,134,743.00		31,064,107.00		509,181.00		13,936,726.00		8,054,416.00		0.00
July 15, 2024		1,135,008.00		29,929,099.00		509,301.00		13,427,425.00		0.00		0.00
January 15, 2025		1,135,294.00		28,793,805.00		509,429.00		12,917,996.00		0.00		0.00
July 15, 2025		1,135,596.00		27,658,209.00		509,565.00		12,408,431.00		0.00		0.00
January 15, 2026		1,135,917.00		26,522,292.00		509,709.00		11,898,722.00		0.00		0.00
July 15, 2026		1,136,260.00		25,386,032.00		509,863.00		11,388,859.00		0.00		0.00
January 15, 2027		1,136,626.00		24,249,406.00		510,027.00		10,878,832.00		0.00		0.00
July 15, 2027		1,174,097.00		23,075,309.00		465,695.00		10,413,137.00		0.00		0.00
January 15, 2028		23,075,309.00		0.00		10,413,137.00		0.00		0.00		0.00

Loan to Value Ratio Tables

The following tables set forth the loan to Aircraft value ratios for the Series AA Equipment Notes, Series A Equipment Notes and Series B Equipment Notes issued in respect of each Additional Aircraft to be financed pursuant to this offering as of the Issuance Date and each Regular Distribution Date thereafter.

The LTVs for each Regular Distribution Date listed in such tables were obtained by dividing (i) the outstanding principal amount (assuming no payment default, purchase or early redemption) of such Equipment Notes, plus in the case of the Series A Equipment Notes, the outstanding balance of the Series AA Equipment Notes assumed to be issued and outstanding under the relevant Indenture, plus, in the case of the Series B Equipment Notes, the outstanding balance of the Series AA Equipment Notes and the Series A Equipment Notes assumed to be issued and outstanding under the relevant Indenture, determined, in each case, immediately after giving effect to the payments scheduled to be made on each such Regular Distribution Date by (ii) the Assumed Aircraft Value on such Regular Distribution Date, calculated based on the Depreciation Assumption, of the Aircraft with respect to which such Equipment Notes were assumed to be issued and outstanding. See “Description of the Aircraft and the Appraisals—The Appraisals” and “Description of the Equipment Notes—Security—Loan to Value Ratios of Equipment Notes.”

The Depreciation Assumption contemplates that the Assumed Aircraft Value of each Aircraft depreciates annually by approximately 3% of the appraised value at delivery per year for the first 15 years after delivery of such Aircraft by the manufacturer, by approximately 4% per year thereafter for the next five years and by approximately 5% each year after that. With respect to each Aircraft, the appraised value at delivery of such Aircraft is the theoretical value that, when depreciated from the initial delivery of such Aircraft by the manufacturer in accordance with the Depreciation Assumption, results in the appraised value of such Aircraft specified under “Prospectus Supplement Summary—Equipment Notes and the Aircraft” and “Description of the Aircraft and the Appraisals—The Appraisals.”

Other rates or methods of depreciation could result in materially different LTVs, and no assurance can be given (i) that the depreciation rate and method assumed for the purposes of the tables are the ones most likely to occur or (ii) as to the actual future value of any Aircraft. Thus, the tables should not be considered a forecast or prediction of expected or likely LTVs, but simply a mathematical calculation based on 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.”

Airbus A321-231

N924US


			Series AA					Series A					Series B
Date	Assumed Aircraft Value		Outstanding Balance		LTV			Outstanding Balance		LTV			Outstanding Balance		LTV
At Issuance	$	52,196,633.33	$	20,357,000.00		39.0	%	$	9,134,000.00		56.5	%	$	7,934,000.00		71.7	%
July 15, 2016		51,401,760.74		20,357,000.00		39.6	%		9,134,000.00		57.4	%		7,934,000.00		72.8	%
January 15, 2017		50,606,888.15		19,878,000.00		39.3	%		8,918,000.00		56.9	%		7,495,000.00		71.7	%
July 15, 2017		49,812,015.56		19,393,304.00		38.9	%		8,701,158.00		56.4	%		7,067,486.00		70.6	%
January 15, 2018		49,017,142.97		18,908,955.00		38.6	%		8,483,824.00		55.9	%		6,686,648.00		69.5	%
July 15, 2018		48,222,270.39		18,424,640.00		38.2	%		8,266,502.00		55.4	%		6,308,686.00		68.4	%
January 15, 2019		47,427,397.80		17,940,360.00		37.8	%		8,049,195.00		54.8	%		5,933,603.00		67.3	%
July 15, 2019		46,632,525.21		17,456,115.00		37.4	%		7,831,906.00		54.2	%		5,603,094.00		66.2	%
January 15, 2020		45,837,652.62		16,971,908.00		37.0	%		7,614,633.00		53.6	%		5,274,047.00		65.1	%
July 15, 2020		45,042,780.03		16,487,740.00		36.6	%		7,397,379.00		53.0	%		4,946,462.00		64.0	%
January 15, 2021		44,247,907.44		16,003,615.00		36.2	%		7,180,144.00		52.4	%		4,548,040.00		62.7	%
July 15, 2021		43,453,034.85		15,519,534.00		35.7	%		6,962,928.00		51.7	%		4,140,277.00		61.3	%
January 15, 2022		42,658,162.26		15,035,501.00		35.2	%		6,745,732.00		51.1	%		4,010,643.00		60.5	%
July 15, 2022		41,863,289.68		14,551,516.00		34.8	%		6,528,560.00		50.4	%		3,894,089.00		59.7	%
January 15, 2023		41,068,417.09		14,067,584.00		34.3	%		6,311,410.00		49.6	%		3,697,754.00		58.6	%
July 15, 2023		40,273,544.50		13,583,707.00		33.7	%		6,094,285.00		48.9	%		3,397,911.00		57.3	%
January 15, 2024		39,478,671.91		13,099,889.00		33.2	%		5,877,187.00		48.1	%		0.00		0.0	%
July 15, 2024		38,683,799.32		12,616,134.00		32.6	%		5,660,116.00		47.2	%		0.00		0.0	%
January 15, 2025		37,888,926.73		12,132,444.00		32.0	%		5,443,076.00		46.4	%		0.00		0.0	%
July 15, 2025		37,094,054.14		11,648,825.00		31.4	%		5,226,066.00		45.5	%		0.00		0.0	%
January 15, 2026		36,299,181.55		11,165,281.00		30.8	%		5,009,091.00		44.6	%		0.00		0.0	%
July 15, 2026		35,504,308.97		10,681,817.00		30.1	%		4,792,151.00		43.6	%		0.00		0.0	%
January 15, 2027		34,709,436.38		10,198,438.00		29.4	%		4,575,250.00		42.6	%		0.00		0.0	%
July 15, 2027		33,914,563.79		9,699,565.00		28.6	%		4,377,099.00		41.5	%		0.00		0.0	%
January 15, 2028		33,119,691.20		0.00		0.0	%		0.00		0.0	%		0.00		0.0	%

N925UY


			Series AA					Series A					Series B
Date	Assumed Aircraft Value		Outstanding Balance		LTV			Outstanding Balance		LTV			Outstanding Balance		LTV
At Issuance	$	52,393,532.99	$	20,433,000.00		39.0	%	$	9,169,000.00		56.5	%	$	7,964,000.00		71.7	%
July 15, 2016		51,595,661.93		20,433,000.00		39.6	%		9,169,000.00		57.4	%		7,964,000.00		72.8	%
January 15, 2017		50,797,790.87		19,953,000.00		39.3	%		8,952,000.00		56.9	%		7,523,000.00		71.7	%
July 15, 2017		49,999,919.81		19,466,461.00		38.9	%		8,733,981.00		56.4	%		7,094,146.00		70.6	%
January 15, 2018		49,202,048.75		18,980,285.00		38.6	%		8,515,826.00		55.9	%		6,711,872.00		69.5	%
July 15, 2018		48,404,177.69		18,494,143.00		38.2	%		8,297,685.00		55.4	%		6,332,484.00		68.4	%
January 15, 2019		47,606,306.63		18,008,035.00		37.8	%		8,079,560.00		54.8	%		5,955,985.00		67.3	%
July 15, 2019		46,808,435.56		17,521,964.00		37.4	%		7,861,450.00		54.2	%		5,624,231.00		66.2	%
January 15, 2020		46,010,564.50		17,035,930.00		37.0	%		7,643,358.00		53.6	%		5,293,942.00		65.1	%
July 15, 2020		45,212,693.44		16,549,936.00		36.6	%		7,425,284.00		53.0	%		4,965,121.00		64.0	%
January 15, 2021		44,414,822.38		16,063,985.00		36.2	%		7,207,229.00		52.4	%		4,565,197.00		62.7	%
July 15, 2021		43,616,951.32		15,578,078.00		35.7	%		6,989,194.00		51.7	%		4,155,895.00		61.3	%
January 15, 2022		42,819,080.26		15,092,218.00		35.2	%		6,771,179.00		51.1	%		4,025,773.00		60.5	%
July 15, 2022		42,021,209.20		14,606,408.00		34.8	%		6,553,188.00		50.4	%		3,908,778.00		59.7	%
January 15, 2023		41,223,338.14		14,120,651.00		34.3	%		6,335,218.00		49.6	%		3,711,703.00		58.6	%
July 15, 2023		40,425,467.08		13,634,948.00		33.7	%		6,117,275.00		48.9	%		3,410,729.00		57.3	%
January 15, 2024		39,627,596.02		13,149,305.00		33.2	%		5,899,358.00		48.1	%		0.00		0.0	%
July 15, 2024		38,829,724.96		12,663,725.00		32.6	%		5,681,468.00		47.2	%		0.00		0.0	%
January 15, 2025		38,031,853.90		12,178,211.00		32.0	%		5,463,609.00		46.4	%		0.00		0.0	%
July 15, 2025		37,233,982.84		11,692,767.00		31.4	%		5,245,781.00		45.5	%		0.00		0.0	%
January 15, 2026		36,436,111.77		11,207,399.00		30.8	%		5,027,987.00		44.6	%		0.00		0.0	%
July 15, 2026		35,638,240.71		10,722,111.00		30.1	%		4,810,229.00		43.6	%		0.00		0.0	%
January 15, 2027		34,840,369.65		10,236,909.00		29.4	%		4,592,510.00		42.6	%		0.00		0.0	%
July 15, 2027		34,042,498.59		9,736,155.00		28.6	%		4,393,610.00		41.5	%		0.00		0.0	%
January 15, 2028		33,244,627.53		0.00		0.0	%		0.00		0.0	%		0.00		0.0	%

Boeing 787-8

N811AB


			Series AA					Series A					Series B
Date	Assumed Aircraft Value		Outstanding Balance		LTV			Outstanding Balance		LTV			Outstanding Balance		LTV
At Issuance	$	122,853,333.33	$	47,913,000.00		39.0	%	$	21,499,000.00		56.5	%	$	18,674,000.00		71.7	%
July 15, 2016		121,010,533.33		47,913,000.00		39.6	%		21,499,000.00		57.4	%		18,674,000.00		72.8	%
January 15, 2017		119,167,733.33		46,807,000.00		39.3	%		21,001,000.00		56.9	%		17,649,000.00		71.7	%
July 15, 2017		117,324,933.33		45,678,097.00		38.9	%		20,494,309.00		56.4	%		16,646,430.00		70.6	%
January 15, 2018		115,482,133.33		44,548,628.00		38.6	%		19,987,498.00		55.9	%		15,753,435.00		69.5	%
July 15, 2018		113,639,333.33		43,419,022.00		38.2	%		19,480,621.00		55.4	%		14,866,883.00		68.4	%
January 15, 2019		111,796,533.33		42,289,270.00		37.8	%		18,973,677.00		54.8	%		13,986,772.00		67.3	%
July 15, 2019		109,953,733.33		41,159,362.00		37.4	%		18,466,668.00		54.2	%		13,211,403.00		66.2	%
January 15, 2020		108,110,933.33		40,029,292.00		37.0	%		17,959,584.00		53.6	%		12,439,164.00		65.1	%
July 15, 2020		106,268,133.33		38,899,050.00		36.6	%		17,452,423.00		53.0	%		11,670,044.00		64.0	%
January 15, 2021		104,425,333.33		37,768,630.00		36.2	%		16,945,183.00		52.4	%		10,733,404.00		62.7	%
July 15, 2021		102,582,533.33		36,638,020.00		35.7	%		16,437,856.00		51.7	%		9,774,235.00		61.3	%
January 15, 2022		100,739,733.33		35,507,210.00		35.2	%		15,930,439.00		51.1	%		9,471,368.00		60.5	%
July 15, 2022		98,896,933.33		34,376,188.00		34.8	%		15,422,929.00		50.4	%		9,199,312.00		59.7	%
January 15, 2023		97,054,133.33		33,244,942.00		34.3	%		14,915,317.00		49.6	%		8,738,645.00		58.6	%
July 15, 2023		95,211,333.33		32,113,460.00		33.7	%		14,407,598.00		48.9	%		8,033,056.00		57.3	%
January 15, 2024		93,368,533.33		30,981,727.00		33.2	%		13,899,766.00		48.1	%		0.00		0.0	%
July 15, 2024		91,525,733.33		29,849,729.00		32.6	%		13,391,815.00		47.2	%		0.00		0.0	%
January 15, 2025		89,682,933.33		28,717,445.00		32.0	%		12,883,739.00		46.4	%		0.00		0.0	%
July 15, 2025		87,840,133.33		27,584,861.00		31.4	%		12,375,525.00		45.5	%		0.00		0.0	%
January 15, 2026		85,997,333.33		26,451,957.00		30.8	%		11,867,166.00		44.6	%		0.00		0.0	%
July 15, 2026		84,154,533.33		25,318,710.00		30.1	%		11,358,656.00		43.6	%		0.00		0.0	%
January 15, 2027		82,311,733.33		24,185,098.00		29.4	%		10,849,982.00		42.6	%		0.00		0.0	%
July 15, 2027		80,468,933.33		23,014,115.00		28.6	%		10,385,522.00		41.5	%		0.00		0.0	%
January 15, 2028		78,626,133.33		0.00		0.0	%		0.00		0.0	%		0.00		0.0	%

N812AA


			Series AA					Series A					Series B
Date	Assumed Aircraft Value		Outstanding Balance		LTV			Outstanding Balance		LTV			Outstanding Balance		LTV
At Issuance	$	123,180,000.00	$	48,040,000.00		39.0	%	$	21,557,000.00		56.5	%	$	18,723,000.00		71.7	%
July 15, 2016		121,332,300.00		48,040,000.00		39.6	%		21,557,000.00		57.4	%		18,723,000.00		72.8	%
January 15, 2017		119,484,600.00		46,932,000.00		39.3	%		21,057,000.00		56.9	%		17,695,000.00		71.7	%
July 15, 2017		117,636,900.00		45,799,555.00		38.9	%		20,548,804.00		56.4	%		16,690,692.00		70.6	%
January 15, 2018		115,789,200.00		44,667,083.00		38.6	%		20,040,644.00		55.9	%		15,795,323.00		69.5	%
July 15, 2018		113,941,500.00		43,534,473.00		38.2	%		19,532,420.00		55.4	%		14,906,414.00		68.4	%
January 15, 2019		112,093,800.00		42,401,717.00		37.8	%		19,024,128.00		54.8	%		14,023,963.00		67.3	%
July 15, 2019		110,246,100.00		41,268,805.00		37.4	%		18,515,770.00		54.2	%		13,246,533.00		66.2	%
January 15, 2020		108,398,400.00		40,135,730.00		37.0	%		18,007,338.00		53.6	%		12,472,240.00		65.1	%
July 15, 2020		106,550,700.00		39,002,483.00		36.6	%		17,498,829.00		53.0	%		11,701,074.00		64.0	%
January 15, 2021		104,703,000.00		37,869,057.00		36.2	%		16,990,240.00		52.4	%		10,761,944.00		62.7	%
July 15, 2021		102,855,300.00		36,735,440.00		35.7	%		16,481,565.00		51.7	%		9,800,224.00		61.3	%
January 15, 2022		101,007,600.00		35,601,623.00		35.2	%		15,972,799.00		51.1	%		9,496,552.00		60.5	%
July 15, 2022		99,159,900.00		34,467,594.00		34.8	%		15,463,939.00		50.4	%		9,223,773.00		59.7	%
January 15, 2023		97,312,200.00		33,333,341.00		34.3	%		14,954,976.00		49.6	%		8,761,881.00		58.6	%
July 15, 2023		95,464,500.00		32,198,850.00		33.7	%		14,445,907.00		48.9	%		8,054,416.00		57.3	%
January 15, 2024		93,616,800.00		31,064,107.00		33.2	%		13,936,726.00		48.1	%		0.00		0.0	%
July 15, 2024		91,769,100.00		29,929,099.00		32.6	%		13,427,425.00		47.2	%		0.00		0.0	%
January 15, 2025		89,921,400.00		28,793,805.00		32.0	%		12,917,996.00		46.4	%		0.00		0.0	%
July 15, 2025		88,073,700.00		27,658,209.00		31.4	%		12,408,431.00		45.5	%		0.00		0.0	%
January 15, 2026		86,226,000.00		26,522,292.00		30.8	%		11,898,722.00		44.6	%		0.00		0.0	%
July 15, 2026		84,378,300.00		25,386,032.00		30.1	%		11,388,859.00		43.6	%		0.00		0.0	%
January 15, 2027		82,530,600.00		24,249,406.00		29.4	%		10,878,832.00		42.6	%		0.00		0.0	%
July 15, 2027		80,682,900.00		23,075,309.00		28.6	%		10,413,137.00		41.5	%		0.00		0.0	%
January 15, 2028		78,835,200.00		0.00		0.0	%		0.00		0.0	%		0.00		0.0	%

Additional Information

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co. at 1-866-471-2526.