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
following employee bulletin was issued by Continental Airlines, Inc.
on July 27, 2010:
July 27, 2010
EMPLOYEE BULLETIN NO. 14
Senior Management Selection Q&A
Jeff today announced that he has selected his senior management team for the new United Airlines.
This Q&A answers questions employees may have about the announcement.
1. How did Jeff choose this team?
Jeff met with senior officers of both Continental and United and consulted with Glenn Tilton,
and Jeff and Glenn consulted with their respective boards of directors.
2. If the leader of my organization was not chosen, does that lessen my chances to be part of the
No. The Talent, Organization and Culture integration planning team is developing a process that is
fair and transparent to select other management and clerical co-workers for the new airline.
Leaders will use that process to select co-workers from both airlines for each department.
3. When do we expect the remainder of the officers to be named?
Jeff will now work with his senior leadership team to design the overall officer-level organization
and select the remainder of the officer-level leadership team in an equitable and balanced manner.
Jeff expects to name the remainder of the officer group before the closing of the merger, which we
expect to occur in the fourth quarter of 2010.
4. What is the process for selecting the remaining officers and other management and clerical
Continental and United are working carefully to ensure that the co-worker selection process is fair
and transparent. Three things are happening right now:
1) Jeff is working with his senior leadership team to design the overall officer-level
organization and name the rest of the officers. He expects to name all of the officers before the
closing of the merger, which we expect to occur in the fourth quarter of 2010.
2) The Functional Integration Teams (FITs) in charge of each business area are working on the
planned organizational structure for the different departments within their area. They are
determining the needs and activities of each department and the positions those activities will
require. While they will not be selecting individual co-workers, they will outline which jobs the
company needs to have. The officers selected to run each department at the new company will use
this information to help finalize their organization structure.
3) The Talent, Organization and Culture integration planning team is evaluating the best
practices of each airline and consulting with external experts to design a fair and transparent
process for selecting individual co-workers. The officers selected to run each department at the
new company will then use this process to offer co-workers positions at the new airline.
5. When will the senior leadership team assume its duties?
The senior leadership team will assume its duties upon the mergers closing, which we expect
to occur in the fourth quarter of 2010.
6. Will Jeff name a president during this process?
Jeff is not going to name a president at this time.
7. When will the senior officers not selected depart the company? Will any senior officers not
joining the new leadership team have any role after the closing of the merger?
Some senior officers who will not have a role in the new company will leave at the closing of the
merger. However, other senior officers will have a role after the closing of the merger during a
portion of the integration process. For example, we expect Mark Moran, Continentals executive VP
and chief operations officer, will oversee the Continental operation and the process of obtaining a
single operating certificate, which is a very important part of the integration of the two
8. Does the selection of these officers mean that the company has made strategic decisions, such as
the choice of a loyalty program, IT systems, marketing programs, or product offerings?
No. The integration planning teams are conducting a rigorous analysis of both companies programs,
products and systems and will recommend the best strategies for the combined company.
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. In connection with the
proposed transaction, UAL has filed with the Securities and Exchange Commission (SEC) a
registration statement on Form S-4 that includes a preliminary 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. UAL AND CONTINENTAL URGE INVESTORS AND
SECURITY HOLDERS TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS THAT WILL BE FILED WITH THE SEC (INCLUDING THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders may obtain free copies
of the preliminary joint proxy statement/prospectus and other documents containing important
information about UAL and Continental (including the definitive joint proxy statement/prospectus),
once such documents are filed with the SEC, through the website maintained by the SEC at
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 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, and the preliminary joint proxy statement/prospectus related to the proposed
transaction, which was filed with the SEC on June 25, 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, and the preliminary joint proxy
statement/prospectus related to the proposed transaction, which was filed with the SEC on June 25,
2010. These documents can be obtained free of charge from the sources indicated above. Additional
information regarding the participants in the proxy solicitation may also be included in the
definitive 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.