e425
Filed by Continental Airlines, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Subject Company: Continental Airlines, Inc.
Commission File No.: 1-10323
CONTINENTAL CEO REAFFIRMS COMMITMENT TO CLEVELAND;
DENOUNCES DISTORTION OF FACTS
CLEVELAND Sept. 1, 2010 Continental Airlines (NYSE: CAL) Chairman, President and CEO Jeff
Smisek today reaffirmed Continentals commitment to Cleveland and denounced legal maneuvers by a
plaintiffs lawyer aimed at distorting the facts.
Continental is firmly committed to Cleveland and will remain so after its merger with United,
said Smisek, who will head the new United Airlines after the combination with Continental. He
referred to reports insinuating that Continental would drastically reduce its service to Cleveland
as a result of the merger.
The reports were based on one of many simulations analyzed before the merger was announced, and
modeled the most severe recession or disaster scenario. The simulation was promoted by the
plaintiffs attorney in the trial of a lawsuit filed in California challenging the merger.
Other simulations showed Cleveland maintaining its size and others showed it growing, Smisek
said. This was never a plan for Cleveland or any of our hubs.
We are meeting with Mayor Jackson and business leaders on an on-going basis to ensure Cleveland
maintains excellent air service after the merger. We consider Cleveland an important hub and one
of our hometowns and resent this attempt to cause concern among our customers and employees,
Smisek said.
He reiterated that he expects the merger will have minimal impact on front-line employees,
including our co-workers in Cleveland.
About Continental Airlines
Continental Airlines is the worlds fifth largest airline. Continental, together with Continental
Express and Continental Connection, has more than 2,700 daily departures throughout the Americas,
Europe and Asia, serving 132 domestic and 137 international destinations. Continental is a member
of Star Alliance, which overall offers more than 21,200 daily flights to 1,172 airports in 181
countries through its 28
CONTINENTAL CEO REAFFIRMS COMMITMENT TO CLEVELAND;
DENOUNCES DISTORTION OF FACTS/Page 2
member airlines. With more than 40,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with its regional partners, carries
approximately 63 million passengers per year. For more company information, go to continental.com.
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Important Information For Investors And Stockholders
In connection with the proposed merger of equals transaction between UAL Corporation
(UAL) and Continental Airlines, Inc. (Continental), UAL filed with the Securities and Exchange
Commission (SEC), and the SEC declared effective on August 18, 2010, a registration statement on
Form S-4 that includes a joint proxy statement
of Continental and UAL that also constitutes a prospectus of UAL. UAL and Continental have mailed
the joint proxy statement/prospectus to their respective security holders. UAL AND CONTINENTAL
URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies
of the joint proxy statement/prospectus and other documents containing important information about
UAL and Continental through the website maintained by the SEC at www.sec.gov. Copies of the
documents filed with the SEC by UAL are 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 are
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 joint proxy statement/prospectus related to the proposed transaction.
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 joint proxy statement/prospectus related to the proposed transaction. These documents can be
obtained free of charge from the sources indicated above.
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
CONTINENTAL CEO REAFFIRMS COMMITMENT TO CLEVELAND;
DENOUNCES DISTORTION OF FACTS/Page 3
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
health threats.
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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.
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