2012-1 EETC Investor

Presentation

Continental Airlines, Inc.

March 8, 2012

Issuer Free Writing Prospectus

Filed pursuant to Rule 433(d)

Registration No. 333-158781

March 8, 2012

1

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 toll-free Credit Suisse at 1-800-221-1037 or Morgan

Stanley at 1-866-718-1649.

2

Continental Airlines, Inc. (“Continental”) is offering $892,138,000 of Pass Through

Certificates, Series 2012-1, in two classes

Class A of $753,035,000

Class B of $139,103,000

The proceeds from the offering will be used by Continental to finance 21 aircraft

Finance

the

purchase

of

4

new

Boeing

787-8

“Dreamliner”

and

14

new

Boeing

737-900ER

aircraft scheduled for delivery in 2012

Refinance 3 Boeing 737-900ER aircraft delivered new to Continental in 2009 and currently

financed under bank mortgage loans

The 18 new aircraft will be selected from a list of 24 aircraft scheduled for delivery in 2012 (See

Preliminary Prospectus Supplement)

Joint Structuring Agents and Lead Bookrunners:  Credit Suisse and Morgan Stanley

Continental Airlines 2012-1 EETC

3

CAL 2012-1 EETC Structural Summary

Notes:

(1)

Moody's / Standard and Poor's

(2)

Initial LTV is calculated as of April 11, 2013, the first Regular Distribution Date after all aircraft are expected to have been financed.

Class A

Class B

Aggregate Face Amount

$753,035,000

$139,103,000

Expected Ratings

Baa2 / A-

Ba2 / BBB-

LTV (initial/max)

55.3% / 55.3%

65.5% / 65.5%

Interest Rate

Fixed, semi-annual

Fixed, semi-annual

Tenor

12.1

8.1

Initial Average Life

9.2

5.7

Regular Distribution Dates

April 11 and October 11

April 11 and October 11

Principal Distribution Window (in years)

1.6 - 12.1

1.6 - 8.1

Final Expected Distribution Date

April 11, 2024

April 11, 2020

Final Maturity Date

October 11, 2025

October 11, 2021

Section 1110 Protection

Yes

Yes

Liquidity Facility

3 semi-annual interest payments

3 semi-annual interest payments

(1)

(2)

4

Key Structural Elements

Classes Offered:  Two tranches of amortizing debt, 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 paid ahead of

Class A principal (same as Continental 2010-1)

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

Cross-Default

/

Cross

Collateralization:  Yes, from day one

Aircraft:  Strategically core aircraft

New

Boeing

787-8

“Dreamliner”

aircraft

–

Continental

has

11

aircraft ordered

(United Continental Holdings, Inc. has a total of 36 B787-8 aircraft ordered)

Boeing

737-900ER

aircraft

–

including

expected

deliveries

in

2012,

Continental

expects

to

have

52

of

these

aircraft

in

service

at

year

end

2012

(1)

Collateral:  24 new aircraft will be available for selection, but no more than 18

will be financed (four Boeing 787-8 aircraft and 14 Boeing 737-900ER aircraft); in

addition, three 2009 B737-900ER aircraft will be included

Notes:

(1)

Source: Continental Airlines

5

Notes:

(1)

Only 21 aircraft will be financed from the proceeds of this offering; 4 new B787-8 aircraft and 14 new B737-900ER aircraft will be selected from a list of 24 aircraft scheduled for delivery in 2012.

Value assumes that the first 18 new aircraft in chronological order of delivery are selected by Continental for the transaction.

(2)

Some new B737-900ER aircraft may be delivered prior to closing.

(3)

The three aircraft delivered in 2009 are subject to existing security interests that are scheduled to be discharged prior to April 30, 2012 and available for financing under this offering thereafter.

(4)

The

lesser

of

the

average

and

median

values

as

appraised

by

AISI,

BK

Associates,

and

Morten,

Beyer

&

Agnew

(Base

Value

in

the

case

of

New

Aircraft

and

Maintenance

Adjusted Base Value in

the case of the aircraft delivered in 2009).

Aircraft

Aircraft

Manufacturer's

Delivery

Appraised

Number

Type

Serial Number

Month

Value

(4)

New Deliveries

(2)

1

B787-8

34824

Sep-2012

$127,394,870

2

B787-8

34829

Oct-2012

127,697,813

3

B787-8

34821

Nov-2012

127,833,719

4

B787-8

34823

Nov-2012

127,833,719

5

B737-900ER

31650

Feb-2012

52,856,667

6

B737-900ER

31651

Mar-2012

52,913,444

7

B737-900ER

40003

Mar-2012

52,913,444

8

B737-900ER

31646

Apr-2012

53,043,888

9

B737-900ER

40004

Apr-2012

53,043,888

10

B737-900ER

40005

May-2012

53,100,776

11

B737-900ER

41742

May-2012

53,100,776

12

B737-900ER

31640

Jun-2012

53,161,219

13

B737-900ER

41743

Jun-2012

53,161,219

14

B737-900ER

37205

Sep-2012

53,458,994

15

B737-900ER

41744

Sep-2012

53,458,994

16

B737-900ER

37206

Oct-2012

53,656,104

17

B737-900ER

37199

Oct-2012

53,656,104

18

B737-900ER

37200

Nov-2012

53,712,992

2009 Deliveries

(3)

19

B737-900ER

32835

Feb-2009

45,060,000

20

B737-900ER

33527

Mar-2009

45,170,000

21

B737-900ER

33529

May-2009

45,623,333

Collateral Appraised Value

(4)

$1,391,851,963

Collateral Summary

(1)

6

Collateral Pool

The transaction benefits from a collateral pool of new and recently built aircraft,

and includes a mix of narrowbody and widebody aircraft types

Collateral Fleet / Age Mix

(by appraised value in $mm)

Widebody: 37%

Narrowbody: 63%

New: 90%

2009 Build: 10%

B787-8

$511

B737-900ER

$881

2009 Build

$136

New

$1,256

7

Continental has obtained Base Value Desktop Appraisals from three appraisers (AISI,

BK Associates and Morten Beyer & Agnew)

New Aircraft: Base Value

Owned 2009 Aircraft: Maintenance Adjusted 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

Appraisers reviewed specific maintenance records of each of the 2009 built

aircraft

Provides a more precise valuation of a given vintage aircraft than Base Value

Aggregate aircraft appraised value of approximately $1.392 billion

Appraisals available in the Preliminary Prospectus Supplement

Appraisals

indicate

an

initial

collateral

cushion

of

45%

and

34%

on

the

Class

A and B

respectively, which increases over time as the debt amortizes

Aircraft Appraisals

Appraised

value

is

the

lesser

of

the

average

and

median

value

of

each

aircraft

as

appraised

by

the

three

appraisers.

An

appraisal

is

only

an

estimate

of

value

and

should

not

be

relied 

upon as a measure of realizable value.  Value assumes that the first 18 new aircraft in chronological order of delivery by each aircraft type are selected by Continental for the transaction.

Initial collateral cushion is calculated as of April 11, 2013, the first regular distribution date after all aircraft are expected to have been financed.

Notes:

(1)

(2)

(2)

(1)

8

Overview: The B737-900ER is the largest variant of the world’s best selling B737NG

family of narrowbody commercial aircraft

Strengths

(1)

:

Very similar build and configuration to the B737-800, but longer fuselage

accommodates 13 additional passengers with transcontinental capability in

Continental’s standard two-class configuration

Introduced in 2007, the B737-900ER is the newest member of the B737NG family

with up to 106 delivered and 311 additional firm orders as of December 31, 2011

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

Continental

also

views

the

aircraft

as

an

attractive

replacement

for

domestic B757-

200 aircraft

Collateral Overview

Boeing 737-900ER

Notes:

(1)

Sources: The Boeing Company, Morten Beyer & Agnew, Continental Airlines

9

B737-900ER Market –

16 Customers for 417 net orders

(1)

Net orders from customers

106 deliveries to customers

(2)

Notes:

(1)

Through December 31, 2011, net orders are defined as gross orders minus cancellations by customers; inclusive of aircraft deliveries

(2)

Through December 31, 2011

11

Overview:

New

generation

long

range

aircraft

with

size

similar

to

current

B767s

in

fleet

–

219

passengers

in

Continental’s

standard

two-class

configuration

(36

business / 183 premium

and regular economy)

Strengths

Over

45

airlines

and

leasing

companies

have

ordered

561

aircraft

as

of

December

31,

2011

Intercontinental range

to

serve

destinations

not

accessible

with

B767 aircraft (e.g.

Houston to Auckland)

Superior economic performance anticipated

o

Up to 20% lower fuel consumption than equivalent sized aircraft

o

15-25% lower operating costs

o

30% lower airframe maintenance costs and longer intervals between maintenance

checks

o

20% weight savings due to an airframe comprising nearly 50% carbon fiber

Importance

to

Continental

Provides Continental with a cost efficient, long range, medium density route aircraft

An attractive replacement on B767 routes and certain B777 markets

Collateral Overview

Boeing 787-8 “Dreamliner”

Sources: The Boeing Company, Continental Airlines

12

B787 Market –

59 customers for 860 firm orders

Notes:

As of December 31, 2011

*Leasing operator

561 B787-8

299 B787-9

B787-8 and -9