FWP 1 d573636dfwp.htm FREE WRITING PROSPECTUS Free Writing Prospectus
2013-1 EETC Investor
Presentation
United Airlines, Inc.
August 1, 2013
Issuer Free Writing Prospectus
Filed pursuant to Rule 433(d)
Registration No. 333-181014-01
August 1, 2013

2
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 Credit Suisse toll-free at 1-800-221-1037 or Morgan Stanley
toll-free at 1-866-718-1649.

3
United Airlines 2013-1 EETC
•
United Airlines, Inc. (“United”) is offering $929,351,000 of Pass Through
Certificates, Series 2013-1 in two classes:
–
Class A of $720,315,000
–
Class B of $209,036,000
•
The
proceeds
from
the
offering
will
be
used
by
United
to
finance
21
aircraft:
–
Finance the purchase of 18 new Boeing 737-900ER aircraft scheduled for
delivery between October 2013 and June 2014
(1)
–
Finance the purchase of 3 new Boeing 787-8 aircraft scheduled for delivery
between October 2013 and May 2014
(2)
•
Bookrunners: Credit Suisse, Morgan Stanley, Deutsche Bank Securities,
Goldman, Sachs & Co. and Citigroup
•
Co-managers: Credit Agricole Securities and Natixis
•
Liquidity Facility Provider: Natixis
Notes:
1.
United will have the right to select 18 out of 24 eligible Boeing 737-900ER aircraft scheduled for delivery through June 2014 to be part of the collateral
pool for this transaction.
2.   
United will have the right to select 3 out of 4 eligible Boeing 787-8 aircraft scheduled for delivery through May 2014 to be part of the collateral pool for
this transaction.

4
UAL 2013-1 EETC Structural Summary
Principal Amount
Expected Ratings (S / F)
Initial LTV
(1)
Interest Rate
Initial Average Life (in years)
Regular Distribution Dates
Expected Principal Distribution Window (in years)
Final Expected Distribution Date
Final Maturity Date
Section 1110 Protection
Liquidity Facility
Depositary
Class A
Class B
$720,315,000
$209,036,000
A-
/ A
BB+ / BB+
55.1%
71.0%
Fixed, semi-annual, 30/360 day count
9.1
5.9
February 15 and August 15
1.5 –
12.0
1.5 –
8.0
August 15, 2025
August 15, 2021
February 15, 2027
February 15, 2023
Yes
Yes
3 semi-annual
3 semi-annual
interest payments
interest payments
Funds raised will be held in escrow with the Depositary and
withdrawn from time to time to purchase Equipment Notes as
the aircraft are financed
Notes:
1. Initial LTV is calculated as of August 15, 2014, the first Regular Distribution Date after all aircraft are expected to have been financed

5
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
•
Waterfall:
Interest on the Preferred Pool Balance on the Class B Certificates
is
paid
ahead
of
Class
A
Certificates’
principal
(same
as
CAL
2012-2)
•
Buy-Out Rights:  Class B Certificate holders have the right to purchase all
(but
not
less
than
all)
of
then
outstanding
Class
A
Certificates
at
par
plus
accrued and unpaid interest upon certain events during a United bankruptcy
•
Cross-Default:
Yes, from day one
•
Cross-Collateralization:  Yes, from day one
•
Collateral:  Strategically core aircraft types to United’s fleet operations, all of
which are new deliveries. United will choose 18 of 24 eligible Boeing 737-
900ER aircraft and 3 of 4 eligible Boeing 787-8 aircraft to be financed under
the transaction

6
Collateral Summary
Aircraft
Aircraft
Narrow /
Manufacturer's
Registration
Delivery
Aircraft Age
New Base Value ($MM)
No.
Type
Widebody
Serial Number
Number
Date
(years)
AISI
BK
MBA
LMM
(1)
1
737-924ER
Narrow
42818
N68805
Oct-13
New
55.33
52.00
52.82
52.82
2
737-924ER
Narrow
42742
N69806
Oct-13
New
55.33
52.00
52.82
52.82
3
737-924ER
Narrow
42820
N66808
Nov-13
New
55.42
52.00
52.91
52.91
4
737-924ER
Narrow
42819
N68807
Nov-13
New
55.42
52.00
52.91
52.91
5
737-924ER
Narrow
42821
N64809
Dec-13
New
55.52
52.00
52.99
52.99
6
737-924ER
Narrow
42744
N69810
Dec-13
New
55.52
52.00
52.99
52.99
7
737-924ER
Narrow
42175
N68811
Jan-14
New
55.61
52.20
53.08
53.08
8
737-924ER
Narrow
43530
N67812
Jan-14
New
55.61
52.20
53.08
53.08
9
737-924ER
Narrow
43531
N69813
Feb-14
New
55.70
52.20
53.17
53.17
10
737-924ER
Narrow
42176
N66814
Feb-14
New
55.70
52.20
53.17
53.17
11
737-924ER
Narrow
42745
N67815
Feb-14
New
55.70
52.20
53.17
53.17
12
737-924ER
Narrow
43532
N69816
Feb-14
New
55.70
52.20
53.17
53.17
13
737-924ER
Narrow
42177
N68817
Mar-14
New
55.79
52.20
53.25
53.25
14
737-924ER
Narrow
43533
N69818
Mar-14
New
55.79
52.20
53.25
53.25
15
737-924ER
Narrow
42747
N69819
Mar-14
New
55.79
52.20
53.25
53.25
16
737-924ER
Narrow
42178
N63820
Apr-14
New
55.88
52.40
53.34
53.34
17
737-924ER
Narrow
43534
N68821
Apr-14
New
55.88
52.40
53.34
53.34
18
737-924ER
Narrow
43535
N68822
Apr-14
New
55.88
52.40
53.34
53.34
19
787-8
Wide
36400
N27908
Oct-13
New
129.03
124.00
123.59
124.00
20
787-8
Wide
34827
N26909
Jan-14
New
129.67
125.70
124.20
125.70
21
787-8
Wide
34826
N26910
Mar-14
New
130.10
125.70
124.61
125.70
Target Aircraft Subtotal
(2)
21 aircraft
New
$1,390.37
$1,314.40
$1,328.45
$1331.45
(3)
22
737-924ER
Narrow
42179
N68823
May-14
New
55.97
52.40
53.43
53.43
23
737-924ER
Narrow
42746
N69824
May-14
New
55.97
52.40
53.43
53.43
24
737-924ER
Narrow
42748
N66825
May-14
New
55.97
52.40
53.43
53.43
25
737-924ER
Narrow
42180
N69826
Jun-14
New
56.07
52.40
53.51
53.51
26
737-924ER
Narrow
44580
N67827
Jun-14
New
56.07
52.40
53.51
53.51
27
737-924ER
Narrow
44581
N66828
Jun-14
New
56.07
52.40
53.51
53.51
28
787-8
Wide
34828
N49911
May-14
New
130.53
127.50
125.03
127.50
Substitution Aircraft Subtotal
7 aircraft
Notes:
1.
Appraised value is the lesser of the average and median Base Values of each aircraft as appraised by AISI, BK Associates and Morten Beyer & Agnew.
An appraisal is only an estimate of value and should not be relied upon as a measure of realizable value  
2.
21 aircraft will be financed from the proceeds of this offering; 18 new B737-900ER and 3 new B787-8 aircraft will be selected from a list of 28 aircraft
scheduled for delivery in 2013 and 2014. Value assumes that the first 21 new aircraft in chronological order of delivery are selected by United for the
transaction
3.
The Aggregate Appraised Aircraft Value at August 15, 2014 after all Aircraft have been delivered will be $1,308,033,650

7
Collateral Pool
•
The collateral pool benefits from diversification of two strategically core
aircraft types
–
72% Narrowbody / 28% Widebody Mix
–
100% New
UAL 2013-1 Collateral Mix
Distribution of Appraised Value
Vintage: 0%
New: 100%
737-900ER
$956MM
787-8  
$375MM
Widebodies: 28%
Narrowbodies: 72%
Total: $1,331MM

8
Aircraft Appraisals
•
United has obtained Base Value Desktop Appraisals from three appraisers
(AISI, BK Associates and Morten Beyer & Agnew)
•
Aggregate
aircraft
appraised
value
of
approximately
$1,331
million
(1)
•
Appraisals available in the Preliminary Prospectus Supplement
•
Appraisals indicate an initial collateral cushion of 44.9% and 29.0% on the
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 Base 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. Assumes that United finances the first 18 Boeing 737-900ER aircraft
and the first 3 Boeing 787-8 aircraft scheduled for delivery from which United may select. The Aggregate Appraised Aircraft Value at August 15, 2014
after all Aircraft have been delivered will be $1,308,033,650
2.
Initial collateral cushion is calculated as of August 15, 2014, the first Regular Distribution Date after all aircraft are expected to have been financed

9
Collateral Overview
Boeing 737-900ER
•
Overview:
The 737-900ER is the largest variant of world’s all-time best 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 with transcontinental capability in United’s
standard two-class configuration
–
Introduced in 2007, the 737-900ER is the newest member of the 737NG family with up
to 177 commercial aircraft in service and 349 on order
–
Lowest operating unit cost per seat among in-production narrowbodies
•
Importance
to
United:
–
Allows United to increase available capacity in higher demand domestic markets with
a marginal increase in trip cost as compared to other 737NG aircraft
–
United also views the aircraft as an attractive alternative for domestic 757-200 aircraft
1. Sources: Ascend, The Boeing Company, United Airlines

10
Boeing 737-900ER Market
16 Customers for 526 Net Orders
(1)
(38)
(6)
(137)
(4)
(6)
(180)
(8)
(2)
(2)
(7)
(6)
(15)
(100)
(6)
(4)
(64)
(75)
(2)
(6)
(4)
(6)
(2)
(10)
177 deliveries to 9 customers
Notes:
1.
Net orders are defined as gross orders minus cancellations
by customers inclusive of aircraft deliveries, through June
2013. Deliveries are through June 2013
Net orders from customers
(8)
(5)

11
Collateral Overview
Boeing 787-8 “Dreamliner”
•
Overview:
New generation long range aircraft with size similar to current 767s in fleet –
219 passengers in United’s standard two-class configuration (36 business / 183 premium
and regular economy)
•
Strengths
(1)
: 
–
58
airlines
and
leasing
companies
have
ordered
930
aircraft
as
of
June
2013
(2)
–
Intercontinental
range
to
serve
destinations
not
accessible
with
767
aircraft
(e.g.
Denver to Narita service launched on June 10, 2013)
–
Superior economic performance anticipated
o
o
o
o
•
Importance to United:
–
Provides United with a cost-efficient, long-range, medium-density route aircraft
–
An attractive replacement on 767 routes and certain 777 markets
1. Sources: Ascend, The Boeing Company, United Airlines
2. Includes orders of 787-8, -9 and -10 variants
Up to 20% lower fuel consumption than equivalent sized aircraft
15-25% lower operating costs
Up to 30% lower airframe maintenance costs and longer intervals between
maintenance checks
20% weight savings due to an airframe comprised of nearly 50% carbon fiber

12
Boeing 787-8/9/10 Market
58 Customers for 930 Net Orders
(1)
B787-8 / 9 / 10
519 B787-8
361 B787-9
1.
Sources: The Boeing Company, Net orders are defined as gross orders minus cancellations by customers inclusive of aircraft deliveries through June 2013. Net
Orders also includes 50 787-10 aircraft ordered through June 2013