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 transaction.
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 is a transcript of video content featuring Jeffery Smisek, Chairman, President and
CEO of Continental Airlines, Inc., that was presented at the Carlson-Wagonlit Travels Impact2010
CWT Leadership Summit in Las Vegas, Nevada, on May 27, 2010:
Hi, Im Jeff Smisek from Continental Airlines. Well, Ive got to hand it to you guys at Carlson
Wagonlit: a three-day conference at the magnificent ARIA Hotel and Casino in Las Vegas.
I trust your focus the past few days has been on breakout sessions, keynote speakers and the
supplier tradeshow, AND NOT auditioning for the sequel to the The Hangover!
I want to take a moment to thank you for your strong support of Continental over the years. Carlson
Wagonlit is a long-time, trusted business partner and all of us here value that relationship.
I know Monisa, Kelly, Marie and Ken, who are attending the conference, also share my view and
recognize your commitment to service excellence.
I also noticed the theme of your leadership summit is Impact 2010 and C-W-T consistently delivers
some of the highest levels of performance for Continental.
To use the language of the strip, you deal us a winning hand every time!
The working together culture we share is why our partnership is so special.
Its also a direct result of the leadership and vision of Jack ONeil. To Jack and the entire team
at Carlson Wagonlit, we appreciate your support of Continental and well continue to work to earn
your business every day.
As you know, weve recently announced our plans to merge with United Airlines. This combination
brings the best of both carriers: well combine Continentals strength in New York and Latin
America and our working together culture with Uniteds strength on the West Coast and across the
Together, well be the greatest airline in the world with a comprehensive global network, leading
frequent flyer program and great customer service. Monisa will be up in a few minutes to provide
more details on our merger.
But before I go, let me thank you once again for your professionalism and the top quality service
you provide our customers and Continental Airlines. Keep up the great work and enjoy your final day
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