Filed by Continental Airlines, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Continental Airlines, Inc.
Commission File No.: 1-10323
Important Information For Investors And Stockholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. The proposed merger of equals transaction
between UAL Corporation (UAL) and Continental Airlines, Inc. (Continental) will be submitted to
the respective stockholders of UAL and Continental for their consideration. UAL will file with the
Securities and Exchange Commission (SEC) a registration statement on Form S-4 that will include a
joint proxy statement of Continental and UAL that also constitutes a prospectus of UAL. UAL and
Continental also plan to file other documents with the SEC regarding the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF CONTINENTAL ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and stockholders will be able to obtain free copies of the joint
proxy statement/prospectus and other documents containing important information about UAL and
Continental, once such documents are filed with the SEC, through the website maintained by the SEC
at http://www.sec.gov. Copies of the documents filed with the SEC by UAL will be available
free of charge on UALs website at www.united.com under the tab Investor Relations or by
contacting UALs Investor Relations Department at (312) 997-8610. Copies of the documents filed
with the SEC by Continental will be available free of charge on Continentals website at
www.continental.com under the tab About Continental and then under the tab Investor
Relations or by contacting Continentals Investor Relations Department at (713) 324-5152.
UAL, Continental and certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the stockholders of Continental in
connection with the proposed transaction. Information about the directors and executive officers
of Continental is set forth in its proxy statement for its 2010 annual meeting of stockholders,
which was filed with the SEC on April 23, 2010. Information about the directors and executive
officers of UAL is set forth in its proxy statement for its 2010 annual meeting of stockholders,
which was filed with the SEC on April 30, 2010. These documents can be obtained free of charge
from the sources indicated above. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials
to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to
historical facts, but reflect Continentals and UALs current beliefs, expectations or intentions
regarding future events. Words such as may, will, could, should, expect, plan,
project, intend, anticipate, believe, estimate, predict, potential, pursue,
target, continue, and similar expressions are
intended to identify such forward-looking statements. These forward-looking statements
include, without limitation, Continentals and UALs expectations with respect to the synergies,
costs and other anticipated financial impacts of the proposed transaction; future financial and
operating results of the combined company; the combined companys plans, objectives, expectations
and intentions with respect to future operations and services; approval of the proposed transaction
by stockholders and by governmental regulatory authorities; the satisfaction of the closing
conditions to the proposed transaction; and the timing of the completion of the proposed
All forward-looking statements involve significant risks and uncertainties that could cause
actual results to differ materially from those in the forward-looking statements, many of which are
generally outside the control of Continental and UAL and are difficult to predict. Examples of
such risks and uncertainties include, but are not limited to, (1) the possibility that the proposed
transaction is delayed or does not close, including due to the failure to receive required
stockholder or regulatory approvals, the taking of governmental action (including the passage of
legislation) to block the transaction, or the failure of other closing conditions, and (2) the
possibility that the expected synergies will not be realized, or will not be realized within the
expected time period, because of, among other things, significant volatility in the cost of
aircraft fuel, the high leverage and other significant capital commitments of Continental and UAL,
the ability to obtain financing and to refinance the combined companys debt, the ability of
Continental and UAL to maintain and utilize their respective net operating losses, the impact of
labor relations, global economic conditions, fluctuations in exchange rates, competitive actions
taken by other airlines, terrorist attacks, natural disasters, difficulties in integrating the two
airlines, the willingness of customers to travel by air, actions taken or conditions imposed by the
U.S. and foreign governments or other regulatory matters, excessive taxation, further industry
consolidation and changes in airlines alliances, the availability and cost of insurance and public
UAL and Continental caution that the foregoing list of factors is not exclusive. Additional
information concerning these and other risk factors is contained in Continentals and UALs most
recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent
Current Reports on Form 8-K, and other SEC filings. All subsequent written and oral
forward-looking statements concerning Continental, UAL, the proposed transaction or other matters
and attributable to Continental or UAL or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statements above. Neither Continental nor UAL undertakes any
obligation to publicly update any of these forward-looking statements to reflect events or
circumstances that may arise after the date hereof.
The following was posted on Jeffs Journal in the Continental Airlines intranet web site on May
CO/UA Merger: What Happens Next?
Ive enjoyed meeting with several thousand of you since we announced our plan to merge with United.
Ive gotten a lot of questions, and we are doing our best to get answers to you in a timely
manner. One thing that just about all of you want to know about is what happens next?
The next step is that Glenn Tilton and I will lead a merger integration planning team that will
review information and make decisions about how to best combine the two airlines. This team will
function between now and the closing of the merger, which we expect to occur later this year. The
employee bulletin [LINK] we put out on this topic today explains more about the structure well use
for this planning process.
While many co-workers will be asked to contribute to the integration planning process, you
shouldnt be concerned if you arent directly involved. We still need to run an outstanding
airline, and that job is vitally important. Some of our integration planning teams, such as those
tasked with figuring out pass travel and uniforms, will reach out for co-worker input, and we will
communicate how you can help out later. We intend to make this process collaborative and to access
the wisdom and experience of many of our co-workers.
Looking ahead, after the legal merger, we will begin the important process of integrating the two
carriers into a single operating entity. This process, which is known as the operational merger,
should be complete by the first half of 2012. Some of the major milestones that will happen between
now and when we start operating as a single airline are shown on the timeline below.
The following employee bulletin was first distributed to employees on May 19, 2010:
May 19, 2010
EMPLOYEE BULLETIN NO. 11
CO AND UA ESTABLISH STRUCTURE FOR MERGER INTEGRATION PLANNING
CO and UA have agreed on the structure and named the leadership for the merger integration
planning team, which will oversee the integration planning process. The integration planning
process will last through the closing of the merger, which is expected to occur later this year.
Following the closing of the merger, the important integration implementation process will begin,
as we work together to combine the two carriers into a single operating entity.
A six-member steering committee will oversee the process and make key decisions. The members
of the steering committee from CO are Jeff, EVP and CFO Zane Rowe and EVP and Chief Marketing
Officer Jim Compton, and the members from UA are Glenn Tilton, EVP and CFO Kathryn Mikells, and EVP
and Chief Administrative Officer Pete McDonald. Pete McDonald and Lori Gobillot, COs staff VP and
assistant general counsel, will oversee the integration management office (or IMO), which will
develop and manage the integration process and report to the steering committee. Under the IMO,
there will be five major groups representing broad functional areas of the business (commercial,
operations, corporate and other, IT & systems integration and single operating certificate
planning), each led by a CO representative and a UA representative, with numerous functional
subgroups under each major group. It will take some time to form and begin to manage the teams
that will participate in each subgroup.
Now that the structure is in place, it will take some time to develop the detailed process and
commence the integration planning work. Once the functional group teams begin their work, we will
communicate about ways that co-workers can provide meaningful input to those teams.
The merger integration planning will require a detailed and very organized examination of how
our businesses will best fit together, Jeff said. Now that we have a planning structure in
place, we will begin to work together with our colleagues from United to review the many issues and make the
planning decisions that will help us create the worlds leading airline. This will be a long and
complex process, with many of our and Uniteds co-workers dedicating substantial time to it. We
will keep you informed as we move forward.