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 that was made available on the Continental Airlines
intranet website on May 3, 2010:
Hello. After careful consideration, weve decided to merge with United Airlines.
Were doing this to help us succeed and thrive in the changing and competitive global airline
This is a merger of equals. Were keeping Continentals logo, livery, colors and Working Together
culture and I will run the combined airline as CEO. Because of its strong global recognition, well
keep the United name and be headquartered in Chicago.
The board of directors will be a 50/50 split, along with two union representatives required by
Uniteds charter, and Glen Tilton will serve as non-executive chairman for two years, after which,
Ill become executive chairman as well.
United is the right partner for Continental and now is the right time to merge. This combination
brings the best of both worlds: well combine our strength in New York and Latin America with
Uniteds strength on the West Coast and across the Pacific. In short, were strong where they are
weak and they are strong where we are weak.
Together, well be the greatest airline in the world.
In addition, we have many things in common with United: a shared focus on operational excellence
Uniteds on-time performance is now even better than ours and the best in the industry.
A shared focus on product investment to enhance the customers onboard experience.
A shared focus on generating new sources of revenue.
And of course, were partners together in the greatest alliance in the world, Star Alliance.
After the merger, using the power of our culture, well work together as one company to deliver the
service for which the Continental team is world-renowned.
Our decision to merge is the right choice, at the right time with the right partner. Merging with
United will help provide a stable and secure future.
I know you have many questions and concerns. Well continue to do like weve always done, and
communicate with you every step of the way as this process unfolds.
Weve already put out a Q&A to address some of your questions and Ill be meeting directly with
many of you around the system in a series of CEO Exchanges over the next few weeks.
This will be big change for all of us. But two things wont change: our dedication to running a
clean, safe and reliable airline and our Working Together culture of treating each other and
customers, with dignity and respect, and open, honest and direct communication.
During my 15 years with Continental, Ive watched our team accomplish great things by Working
Our Working Together culture has been cause for celebration in the good times, and our foundation
and strength through the tough times.
So I know that our culture will get us through this merger and out the other side, where well
become a strong, growing and profitable carrier, with great service, a great culture and a great