2010-1 EETC Investor
Presentation
Presentation
Continental Airlines, Inc.
November 17, 2010
Issuer Free Writing Prospectus
Filed pursuant to Rule 433(d)
Registration No. 333-158781
November 17, 2010
Filed pursuant to Rule 433(d)
Registration No. 333-158781
November 17, 2010
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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 Morgan Stanley at 212-761-5000, Credit Suisse at 212-325-
3325 or Goldman Sachs at 212-902-8292.
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 Morgan Stanley at 212-761-5000, Credit Suisse at 212-325-
3325 or Goldman Sachs at 212-902-8292.
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Continental Airlines 2010-1 EETC
• Continental Airlines, Inc. (“Continental”) is offering $427,151,000 of Pass
Through Certificates, Series 2010-1 in two classes:
Through Certificates, Series 2010-1 in two classes:
– Class A of $362,659,000
– Class B of $64,492,000
• The proceeds from the offering will be used by Continental to:
– Finance the purchase of 3 new Boeing 737-800 aircraft scheduled for delivery in
December 2010 and March 2011
December 2010 and March 2011
– Finance the purchase of 3 new Boeing 737-900ER aircraft scheduled for delivery
in December 2010 and April 2011
in December 2010 and April 2011
– Refinance the following 12 aircraft originally financed by Continental in the 1999-
2, 2000-2, and 2001-1 EETCs:
2, 2000-2, and 2001-1 EETCs:
• CAL 1999-2: two 737-800s (matures March 15, 2011)
• CAL 2000-2: one 737-800 and four 737-900s (matured on October 2, 2010)
• CAL 2001-1: five 767-400ERs (matures June 15, 2011)
• Joint Bookrunners: Morgan Stanley, Credit Suisse and Goldman Sachs
• Structuring Agent: Morgan Stanley
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CAL 2010-1 EETC Structural Summary
Principal Amount
Expected Ratings
Initial LTV(1)
Interest Rate
Initial Average Life
Regular Distribution Dates
Final Expected Distribution Date
Final Maturity Date
Section 1110 Protection
Liquidity Facility
Depositary
Class A Class B
$362,659,000 $64,492,000
A- / Baa2 BBB- / Ba2
52.2% 61.5%
Fixed, semi-annual, 30/360 day count
7.4 years 4.7 years
January 12 and July 12 January 12 and July 12
January 12, 2021 January 12, 2019
July 12, 2022 July 12, 2020
Yes Yes
3 semi-annual 3 semi-annual
interest payments interest payments
interest payments interest payments
Funds raised will be held in escrow with the Depositary
Institution and withdrawn from time to time to purchase
Equipment Notes as the aircraft are financed
Institution and withdrawn from time to time to purchase
Equipment Notes as the aircraft are financed
Notes:
1. Initial LTV is calculated as of July 12, 2011, the first Regular Distribution Date after all aircraft are expected to have been financed
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Key Structural Elements
• Classes Offered: Two tranches of amortizing debt offered, both of which will
benefit from a liquidity facility covering three semi-annual interest payments
benefit from a liquidity facility covering three semi-annual interest payments
• Waterfall: Interest on the Preferred Pool Balance on the Class B paid ahead
of Class A principal (same as CAL 2009-2)
of Class A principal (same as CAL 2009-2)
• Buy Out Rights: Class B Certificateholders have the right to purchase all (but
not less than all) of the Class A certificates at par plus accrued and unpaid
interest upon certain events during a Continental bankruptcy
not less than all) of the Class A certificates at par plus accrued and unpaid
interest upon certain events during a Continental bankruptcy
• Cross-Default: Yes, from day one
• Cross Collateralization: Yes, from day one
• Collateral: Core aircraft types to Continental’s fleet operations, including 6
new delivery aircraft
new delivery aircraft
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Collateral Summary
Notes:
1. The available aircraft were part of the CAL 2000-2 EETC which was repaid in full on October 2, 2010 upon the maturity of the A2 tranche
2. Seven of the currently owned aircraft are subject to existing security interests. Such security interests are scheduled to be discharged in March and June 2011,
and each of these seven currently owned aircraft will be available for financing under this offering once the related security interest has been discharged
and each of these seven currently owned aircraft will be available for financing under this offering once the related security interest has been discharged
3. The lesser of the average and median values as appraised by AISI, BK Associates and Morten Beyer & Agnew (Maintenance Adjusted Base Value
in the case of the Currently Owned Aircraft and Base Value in the case of the New Aircraft)
in the case of the Currently Owned Aircraft and Base Value in the case of the New Aircraft)
Diverse Collateral Pool
• The collateral pool benefits from diversification of aircraft types and vintage
– 68% Narrowbody / 32% Widebody Mix
Vintage
58%
58%
New
42%
42%
737-800
31%
31%
737-900ER
21%
21%
737-900
15%
15%
767-400ER
32%
32%
Widebodies
32%
32%
Narrowbodies
68%
68%
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Aircraft Appraisals
• Continental has obtained Base Value Desktop Appraisals from three
appraisers (AISI, BK Associates and Morten Beyer & Agnew)
appraisers (AISI, BK Associates and Morten Beyer & Agnew)
• Owned Aircraft: Maintenance Adjusted Base Value
• New Aircraft: Base Value
• Maintenance Adjusted Base Value includes adjustments from the mid-time,
mid-life baseline to account for the actual maintenance status of the aircraft
mid-life baseline to account for the actual maintenance status of the aircraft
• Appraisers looked at specific maintenance records of each of the currently
owned aircraft
owned aircraft
• Provides a more precise valuation of a given vintage aircraft than Base Value
• Aggregate aircraft appraised value of $704.96 million(1)
• Appraisals available in the Preliminary Prospectus Supplement
• Appraisals indicate an initial collateral cushion of 47.8% and 38.5% on the
Class A and B respectively(2), which increases over time as the debt
amortizes
Class A and B respectively(2), which increases over time as the debt
amortizes
Notes:
1. Appraised value is the lesser of the average and median values of each aircraft as appraised by three appraisers. An appraisal is only an estimate of
value and should not be relied upon as a measure of realizable value
value and should not be relied upon as a measure of realizable value
2. Initial collateral cushion is calculated as of July 12, 2011, the first Regular Distribution Date after all aircraft are expected to have been financed
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Collateral Overview
Boeing 737-800
Boeing 737-800
• Overview: Stretched version of the Boeing 737-700 and developed as a
replacement for the discontinued MD-80/ MD-90 models and 737 classic
replacement for the discontinued MD-80/ MD-90 models and 737 classic
– Has become the mainstay of the US short-haul fleet
• Strengths(1):
– 737-NG family is the world’s all-time best selling family of narrowbody commercial
aircraft
aircraft
– B737-800 is the best selling model within the 737 family
– #1 in terms of order book (3,573)
– #2 in terms of operators (123)
• Importance to Continental:
– The 737-800 is the backbone of Continental’s single aisle network, comprising
almost half of its domestic fleet
almost half of its domestic fleet
1. Sources: The Boeing Company, Morten Beyer & Agnew, Ascend
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Collateral Overview
Boeing 737-900 and 737-900ERs
Boeing 737-900 and 737-900ERs
• Overview: The 737-900/ -900ER is the largest variant of world’s all-time best
selling 737NG family of narrowbody commercial aircraft
selling 737NG family of narrowbody commercial aircraft
• Strengths(1):
– Very similar build and configuration to the 737-800, but longer fuselage
accommodates 13 additional passengers in Continental’s standard two-class
configuration
accommodates 13 additional passengers in Continental’s standard two-class
configuration
– Although 737-900 production has ceased (replaced with 737-900ERs), 52 commercial
aircraft were delivered in 2001-2005 and all are in service
aircraft were delivered in 2001-2005 and all are in service
– Introduced in 2007, the 737-900ER is the newest member of the 737NG family with up
to 80 commercial aircraft in service and 167 on order
to 80 commercial aircraft in service and 167 on order
– Lowest operating unit cost per seat among in-production narrowbodies
• Importance to Continental:
– Allows Continental to increase available capacity in higher demand domestic
markets with a marginal increase in incremental trip cost
markets with a marginal increase in incremental trip cost
1. Sources: The Boeing Company, Morten Beyer & Agnew, Ascend
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Collateral Overview
Boeing 767-400ER
Boeing 767-400ER
• Overview: Newest variant of the 767 family, developed and tailored to meet
the changing needs of Boeing’s customers
the changing needs of Boeing’s customers
• Strengths(1):
– Medium size widebody of choice for Continental and Delta Air Lines
– 37 commercial aircraft in service between the two U.S. carriers
– Extended Range Twin-Engine Operations (ETOPS) capability makes the 767-400ER a
highly cost efficient aircraft for the trans-Atlantic market
highly cost efficient aircraft for the trans-Atlantic market
• Importance to Continental:
– One of the most cost-effective widebodies in the Continental network
– Ideally fills capacity gap between Continental’s 777-200ER and 767-200ER aircraft
– Comprises a third of Continental’s widebody fleet and is instrumental to the
international network strategy
international network strategy
1. Sources: The Boeing Company, Morten Beyer & Agnew, Ascend