United Airlines Series 2019-2 EETC September 3, 2019 Investor Presentation Issuer Free Writing Prospectus Filed pursuant to Rule 433(d) Registration No. 333-221865-01 Dated: September 3, 2019
Certain statements included in this presentation are forward-looking and thus reflect our current expectations and beliefs with respect to certain current and future events and anticipated financial and operating performance. Such forward-looking statements are and will be subject to many risks and uncertainties relating to our operations and business environment that may cause actual results to differ materially from any future results expressed or implied in such forward-looking statements. Words such as “expects,” “will,” “plans,” “anticipates,” “indicates,” “believes,” “estimates,” “forecast,” “guidance,” “outlook,” “goals”, “targets” and similar expressions are intended to identify forward-looking statements. Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this presentation are based upon information available to us on the date of this presentation. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law. Our actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: our ability to execute our strategic operating plan, including our growth, revenue-generating and cost-control initiatives; general economic conditions (including interest rates, foreign currency exchange rates, investment or credit market conditions, crude oil prices, costs of aircraft fuel and energy refining capacity in relevant markets); risks of doing business globally, including instability and political developments that may impact our operations in certain countries; demand for travel and the impact that global economic and political conditions have on customer travel patterns; our capacity decisions and the capacity decisions of our competitors; competitive pressures on pricing and on demand; changes in aircraft fuel prices; disruptions in our supply of aircraft fuel; our ability to cost-effectively hedge against increases in the price of aircraft fuel, if we decide to do so; the effects of any technology failures or cybersecurity breaches; disruptions to services provided by third-party service providers; potential reputational or other impact from adverse events involving our aircraft or operations, the aircraft or operations of our regional carriers or our code share partners or the aircraft or operations of another airline; our ability to attract and retain customers; the effects of any terrorist attacks, international hostilities or other security events, or the fear of such events; the mandatory grounding of aircraft in our fleet; disruptions to our regional network; the impact of regulatory, investigative and legal proceedings and legal compliance risks; the success of our investments in other airlines, including in other parts of the world; industry consolidation or changes in airline alliances; the ability of other air carriers with whom we have alliances or partnerships to provide the services contemplated by the respective arrangements with such carriers; costs associated with any modification or termination of our aircraft orders; disruptions in the availability of aircraft, parts or support from our suppliers; our ability to maintain satisfactory labor relations and the results of any collective bargaining agreement process with our union groups; any disruptions to operations due to any potential actions by our labor groups; labor costs; an outbreak of a disease that affects travel demand or travel behavior; the impact of any management changes; extended interruptions or disruptions in service at major airports where we operate; U.S. or foreign governmental legislation, regulation and other actions (including Open Skies agreements, environmental regulations and the United Kingdom's withdrawal from the European Union); the seasonality of the airline industry; weather conditions; the costs and availability of aviation and other insurance; the costs and availability of financing; our ability to maintain adequate liquidity; our ability to comply with the terms of our various financing arrangements; our ability to realize the full value of our intangible assets and long-lived assets; and other risks and uncertainties set forth under Part I, Item 1A., “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as well as other risks and uncertainties set forth from time to time in the reports we file with the U.S. Securities and Exchange Commission. Safe harbor statement
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, Citigroup Global Markets, Inc. at 1-212-723-6171, Goldman Sachs & Co. LLC at 1-866-471-2526, or Morgan Stanley toll-free at 1-866-718-1649. Additional Information
1 Initial LTV and Maximum LTV for the Class AA, Class A and Class B Certificates calculated as of May 1, 2020, which is assumed to be the first Regular Distribution Date following the expected financing of all aircraft. United Airlines, Inc. (“United” or “UAL”) intends to raise up to $1,221,245,000 through the offering of Pass Through Certificates, Series 2019-2 (the “Certificates”): Class AA face amount of $702,146,000 Class A face amount of $286,718,000 Class B face amount of $232,381,000 The proceeds from the offering will be used by United to finance 19 aircraft: Three Boeing 787-9 aircraft scheduled to be delivered between January and February 2020 Four Boeing 787-10 aircraft, selected by United from five eligible Boeing 787-10 aircraft, the first two delivered new in April and May 2019 and the remaining aircraft scheduled to be delivered in December 2019 and February 2020 Two Boeing 777-300ER aircraft scheduled to be delivered in November and December 2019 Ten Embraer ERJ 175 LL aircraft scheduled to be delivered between September and December 2019 The Certificates offered in the transaction will include three tranches of debt: Class AA senior tranche amortizing over 12.6 years, with a 42.5% Initial / Max Loan-to-Value ratio (“LTV”)1 Class A junior tranche amortizing over 8.6 years, with a 59.9% Initial / Max LTV1 Class B junior subordinated tranche amortizing over 8.6 years, with a 74.0% Initial / Max LTV1 No additional aircraft will be financed to increase the offering size of the Class AA, Class A, or Class B Pass Through Certificates United will retain the option to offer and issue additional subordinated classes of Certificates at any time after the issuance date of the Class AA, Class A, and Class B Certificates Joint Structuring Agents: Credit Suisse, Citigroup, Goldman Sachs Joint Lead Active Bookrunners: Credit Suisse, Citigroup, Goldman Sachs, Morgan Stanley Liquidity Facility Provider: National Australia Bank Limited Depositary: Sumitomo Mitsui Banking Corporation New York Branch The Certificates are being offered under separate preliminary prospectus supplements, one relating to the Class AA and Class A and the other relating to the Class B (the “Preliminary Prospectus Supplements”) United Airlines 2019-2 EETC
United Series 2019-2 EETC structural summary 2019-2 Class AA 2019-2 Class A 2019-2 Class B Face Amount $702,146,000 $286,718,000 $232,381,000 Expected Ratings (Moody’s / Fitch) Aa3 / AA A2 / A Baa2 / BBB Initial LTV / Max LTV1 42.5% / 42.5% 59.9% / 59.9% 74.0% / 74.0% Weighted Average Life (years) 9.2 7.1 5.1 Regular Distribution Dates May 1 and November 1 May 1 and November 1 May 1 and November 1 Final Expected Distribution Date2 May 1, 2032 May 1, 2028 May 1, 2028 Final Maturity3 November 1, 2033 November 1, 2029 November 1, 2029 Section 1110 Protection Yes Yes Yes Liquidity Facility Three semi-annual interest payments Three semi-annual interest payments Three semi-annual interest payments 1 Initial LTV and Maximum LTV for the Class AA, Class A and Class B Certificates calculated as of May 1, 2020, which is assumed to be the first Regular Distribution Date following the expected financing of all aircraft. 2 Each series of Equipment Notes will mature on the Final Expected Distribution Date for the related class of Certificates. 3 The Final Maturity Date for each class of the Certificates is the date that is 18 months after the Final Expected Distribution Date for the relevant Certificates, which represents the period corresponding to the applicable Liquidity Facility coverage of three successive semiannual interest payments.
Key structural elements Primary color – use for text and bullets R 0 G 34 B 68 R 0 G 34 B 68 R 127 G 127 B 127 R 237 G 183 B 43 R 98 G 168 B 227 R 87 G 44 B 95 R 0 G 34 B 68 R 0 G 89 B 179 R 205 G 32 B 44 R 237 G 183 B 43 R 98 G 169 B 227 R 68 G 1136 B 62 Use airline logos where applicable R 192 G 192 B 192 Three Classes of Certificates Offered Each class of Certificates will benefit from a liquidity facility covering three consecutive semi-annual interest payments Waterfall Same waterfall both before and after an event of default Interest on Preferred Pool Balance of the Class A Certificates is paid ahead of principal on the Class AA Certificates and interest on Preferred Pool Balance of the Class B Certificates is paid ahead of principal on the Class AA and Class A Certificates Buyout Rights After a Certificate Buyout Event, subordinated Certificate holders have the right to purchase all (but not less than all) of the then outstanding more senior classes of Certificates at par plus accrued and unpaid interest Cross-Collateralization and Cross-Default of all Aircraft The Equipment Notes will be cross-collateralized by all aircraft in the portfolio All indentures will include cross-default provisions Collateral Aircraft types strategically core to United’s fleet operations, delivered or scheduled to be delivered new between April 2019 and February 2020. United will have the right to select four out of five eligible Boeing 787-10 aircraft to be financed with the proceeds of this transaction Additional Certificates United retains option to issue additional subordinated classes of Certificates at any time in the future
1 Collateral summary shown assumes that United elects to finance the four Boeing 787-10 aircraft with the earliest scheduled delivery dates from the five such aircraft eligible to be financed in the offering. 2 Lesser of the mean and median of the base value of each aircraft as appraised by Aircraft Information Services, Inc. (“AISI”), BK Associates, Inc. (“BK”) and morten beyer & agnew, Inc. (“mba”) as of September 1, 2019. 3 Minimum collateral cushion is calculated as of May 1, 2020, the Regular Distribution Date with the Maximum LTV set forth under “Loan to Aircraft Value Ratios” in the Summary of the Preliminary Prospectus Supplements. Aircraft collateral summary – base values1 Base Value ($mm) Aircraft No. Aircraft Type Narrow / Widebody / Regional Registration Number Manufacturer's Serial Number Engine Type MTOW (lbs) Delivery Month AISI BK mba LMM2 1 Boeing 787-9 Widebody N29975 66134 GEnx-1B76A 560,000 Jan-20 $149.67 $158.21 $146.23 $149.67 2 Boeing 787-9 Widebody N24976 66135 GEnx-1B76A 560,000 Feb-20 149.92 158.53 146.35 149.92 3 Boeing 787-9 Widebody N29977 66136 GEnx-1B76A 560,000 Feb-20 149.92 158.53 146.35 149.92 4 Boeing 787-10 Widebody N16009 40938 GEnx-1B76 560,000 Apr-19 150.75 172.84 145.09 150.75 5 Boeing 787-10 Widebody N91007 40929 GEnx-1B76 560,000 May-19 151.25 173.24 145.81 151.25 6 Boeing 787-10 Widebody N12010 40926 GEnx-1B76 560,000 Dec-19 154.01 176.00 151.48 154.01 7 Boeing 787-10 Widebody N14011 40934 GEnx-1B76 560,000 Dec-19 154.01 176.00 151.48 154.01 8 Boeing 777-300ER Widebody N2749U 66589 GE90-115BL 775,000 Nov-19 153.94 176.04 155.86 155.86 9 Boeing 777-300ER Widebody N2250U 66590 GE90-115BL 775,000 Dec-19 154.20 176.32 155.80 155.80 10 Embraer ERJ 175 LL Regional N616UX 17000817 CF34-8E5 85,098 Sep-19 29.78 29.97 30.88 29.97 11 Embraer ERJ 175 LL Regional N617UX 17000819 CF34-8E5 85,098 Oct-19 29.83 30.02 30.90 30.02 12 Embraer ERJ 175 LL Regional N618UX 17000820 CF34-8E5 85,098 Oct-19 29.83 30.02 30.90 30.02 13 Embraer ERJ 175 LL Regional N619UX 17000821 CF34-8E5 85,098 Oct-19 29.83 30.02 30.90 30.02 14 Embraer ERJ 175 LL Regional N620UX 17000824 CF34-8E5 85,098 Nov-19 29.88 30.07 30.93 30.07 15 Embraer ERJ 175 LL Regional N621UX 17000825 CF34-8E5 85,098 Nov-19 29.88 30.07 30.93 30.07 16 Embraer ERJ 175 LL Regional N622UX 17000826 CF34-8E5 85,098 Nov-19 29.88 30.07 30.93 30.07 17 Embraer ERJ 175 LL Regional N623UX 17000830 CF34-8E5 85,098 Dec-19 29.93 30.12 30.95 30.12 18 Embraer ERJ 175 LL Regional N624UX 17000831 CF34-8E5 85,098 Dec-19 29.93 30.12 30.95 30.12 19 Embraer ERJ 175 LL Regional N625UX 17000835 CF34-8E5 85,098 Dec-19 29.93 30.12 3095 30.12 Total $1,666.37 $1,826.31 $1,653.67 $1,671.79 United has obtained base value desktop appraisals from three appraisers (AISI, BK, and mba) Aggregate Aircraft appraised value of approximately $1,672 million2. Appraisals available in the Preliminary Prospectus Supplements Appraisals indicate a minimum collateral cushion of 57.5%, 40.1%, and 26.0% on the Class AA, Class A, and Class B Certificates, respectively3, which increases over time as the Class AA, Class A, and Class B debt amortizes
Aircraft collateral – key observations Source: United 1 Lesser of the mean and median of the base value of each aircraft as appraised by AISI, BK and mba as of September 1, 2019. An appraisal is only an estimate of value and should not be relied upon as a measure of realizable value. All figures assume that dUnited elects to finance the four Boeing 787-10 aircraft with the earliest scheduled delivery dates from the five such aircraft eligible to be financed in the offering. Primary color – use for text and bullets R 0 G 34 B 68 R 0 G 34 B 68 R 127 G 127 B 127 R 237 G 183 B 43 R 98 G 168 B 227 R 87 G 44 B 95 R 0 G 34 B 68 R 0 G 89 B 179 R 205 G 32 B 44 R 237 G 183 B 43 R 98 G 169 B 227 R 68 G 1136 B 62 Use airline logos where applicable R 192 G 192 B 192 2019-2 Collateral fleet breakdown By appraised value (LMM)1 Liquid, high quality aircraft collateral The Boeing 787-9 aircraft is United’s new generation midsize widebody aircraft United’s Boeing 787-9 possesses an additional 200 miles of range and holds 38 additional passengers relative to the 787-8 United took delivery of its first 787-10 aircraft in November 2018 Exceptional per seat economics Expected to be utilized on higher density transatlantic routes from Chicago, Newark, and Dulles hubs United’s Boeing 777-300ER aircraft enhances strategic opportunities for its large widebody, long-haul fleet Sized for United’s needs; Polaris Business Class cabin greatly enhances premium customer experience Replaces United’s Boeing 747-400 aircraft as the primary large widebody aircraft in the fleet United will use the 70-seat “LL” variant of the E175 aircraft, which is substantially the same as the “LR” variant in size and capability Range covers most of North and Central America from Newark and Denver hubs
The aircraft collateral Primary color – use for text and bullets R 0 G 34 B 68 R 0 G 34 B 68 R 127 G 127 B 127 R 237 G 183 B 43 R 98 G 168 B 227 R 87 G 44 B 95 R 0 G 34 B 68 R 0 G 89 B 179 R 205 G 32 B 44 R 237 G 183 B 43 R 98 G 169 B 227 R 68 G 1136 B 62 Use airline logos where applicable R 192 G 192 B 192 Aircraft type Importance to United 787-9 The Boeing 787 family is United’s new generation of midsize long-range widebody aircraft The 787-9 fleet possesses an additional 200 miles of range relative to the 787-8, which allows United to fly new routes such as LAX to Melbourne Larger payload/passenger count compared to the 787-8 (257 passengers (in United’s expected configuration for these aircraft to be included in the collateral) vs. 219 for the Boeing 787-8) Fills gap between Boeing 787-8 and Boeing 777-200ER 787-10 United’s newest midsize widebody aircraft and the largest member of its new generation Dreamliner fleet The Boeing 787-10 will have a higher cargo payload and 318 seats (in United’s expected configuration for these aircraft to be included in the collateral), approximately 61 more seats than the 787-9, depending on seat configuration High degree of commonality to United’s 787-9 and -8 fleet Complements current widebody fleet, fits strategically between Boeing 787-9 and Boeing 777-300ER 777-300ER The Boeing 777-300ER enhances strategic opportunities for United’s long-haul fleet, with key value drivers (efficiency, commonality, dependability, flexibility) generating significant long-term value for United Sized at 350 seats (in United’s expected configuration for these aircraft to be included in the collateral) for United’s needs; Polaris Business Cabin greatly enhances premium customer experience Replaces United’s Boeing 747-400 aircraft as the primary widebody aircraft in the fleet Allows for growth on highest demand widebody routes, including those currently operated by 777-200ER United’s 777-300ER aircraft along with the 787 family efficiently cover United’s widebody twin aisle requirements Source: United ERJ 175 LL The Embraer ERJ 175 family of aircraft have been the regional aircraft of choice around the globe in recent years; United will utilize the 70-seat “LL” variant of the ERJ 175 which is substantially the same as the “LR” variant in size and capability United plans to use aircraft to replace 70-seat aircraft currently in operation Range covers most of North and Central America from Newark and Denver hubs Enhanced cabin experience over that offered by other similar size aircraft
Sources: The Boeing Company; United; FlightGlobal The Boeing 787-9 is the new generation long range aircraft Improvements to the aircraft include: Carbon composite fuselage and wings Health monitoring systems that allow the aircraft to self-monitor New fuel efficient engines Utilizes new all-composite fuselage and establishes new standards in cabin comfort Will seat 257 passengers configured with new Polaris and Premium Plus seats 19 fewer seats than United’s Polaris and Premium Plus configured Boeing 777-200ER Boeing 787-9 aircraft characteristics Top 5 Boeing 787-9 Operators (in service / on order) Operator Quantity American Airlines 47 ANA-All Nippon Airways 44 Etihad Airways 41 United Airlines 38 Hainan Airlines 32 Total 202 Boeing 787 family liquidity / market update Orders and deliveries for the three Boeing 787 variants total 1,462 aircraft from 83 customers 787-8: 363 deliveries 787-9: 476 deliveries 787-10: 32 deliveries The Boeing 787 is expected to become the benchmark product in the small/midsize widebody sector The Boeing 787-9 and -10 are expected to become the most popular variants over time Well distributed between full service, low cost and charter airlines Significant order backlog with operating lessors Boeing 787-9 fleet distribution (in service / on order)
Sources: The Boeing Company; United; FlightGlobal The Boeing 787-10 is the newest and largest variant of the 787 Dreamliner family 18 foot fuselage stretch of 787-9 Commonality of flight deck, airframe and interior/cabin systems Same design weights / thrust as 787-9 Larger payload/passenger count 318 seats vs. 257 seats on the 787-9 Configured with new Polaris and Premium Plus seats Best widebody seat mile costs and covers >90% of twin-aisle routes Utilizes new all-composite fuselage and establishes new standards in cabin comfort Boeing 787-10 aircraft characteristics Top 5 Boeing 787-10 Operators (in service / on order) Operator Quantity Singapore Airlines 47 Etihad Airways 30 Korean Air 20 EVA Air 19 KLM Royal Dutch Airlines 15 Total 131 Boeing 787 family liquidity / market update Orders and deliveries for the three Boeing 787 variants total 1,462 aircraft from 83 customers 787-8: 363 deliveries 787-9: 476 deliveries 787-10: 32 deliveries The Boeing 787 is expected to become the benchmark product in the small/midsize widebody sector The Boeing 787-9 and -10 are expected to be the most popular variants over time Well distributed between full service, low cost and charter airlines Significant order backlog with operating lessors Boeing 787-10 fleet distribution (in service / on order)
Sources: The Boeing Company; United; FlightGlobal The Boeing 777-300ER 33 foot fuselage stretch of 777-200ER Commonality of flight deck, airframe and interior/cabin systems Larger payload/passenger count 350 seats vs. 276 seats on 777-200ER Configured with new Polaris and Premium Plus seats Additional range capability compared to the 777-200ER Aircraft has cargo capacity of 202 cubic meters, the highest of all current commercial widebodies Boeing 777-300ER aircraft characteristics Top 5 Boeing 777-300ER Operators (in service / on order) Operator Quantity Emirates Airline 140 Cathay Pacific 51 Qatar Airways 47 Air France 43 Saudia 35 Total 316 Boeing 777 family liquidity / market update Bestselling 777 variant to date and core long-haul aircraft for airlines across the world Over 800 Boeing 777-300ERs delivered to 45 different customers Newer generation Boeing 777-300ER leave the production line with improved fuel efficiencies over aircraft produced earlier in the line Lessor, bank and securitization favorite, easily financed Enjoys a reasonably large operator base Boeing 777-300ER fleet distribution (in service / on order)
Sources: FlightGlobal, United, Embraer The Embraer ERJ 175 family of aircraft have been the regional aircraft of choice globally in recent years 793 Embraer orders for ERJ 175 aircraft as of 2Q2019 82 orders specifically for ERJ 175 LL 599 ERJ 175 deliveries as of 2Q2019 80 airlines in more than 50 different countries operate aircraft from the E-Jets family (E170, E175, E190, and E195) Embraer ERJ 175 LL aircraft characteristics Top 5 Embraer ERJ 175 Airline Operators Operator Quantity SkyWest 151 Republic Airline 129 Envoy 62 Mesa Airlines 60 Compass Airlines 56 Total 458 Embraer ERJ 175 aircraft liquidity / market update ERJ 175 LL aircraft delivered as 70-seat aircraft to United Same fuselage dimensions as other E175s Large cabin gives customers more comfort and overhead bin space 7.5 inch wider cabin vs competition New wingtip contributes to lower fuel consumption and more range Better performance in hot and high missions ERJ 175 family aircraft have been ordered directly or contracted for operation by United, Delta, American and Alaska airlines in North America Embraer ERJ 175 fleet distribution (Delivered / on order)