e425
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
health threats.
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 the presentation by Jeffery Smisek, Continentals Chairman,
President and Chief Executive Officer, and Zane Rowe, Continentals Executive Vice President and
Chief Financial Officer, at the Bank of America Merrill Lynch 2010 Global Transportation Conference
on Tuesday, June 15, 2010.
Jeff Smisek Continental Airlines Chairman, President and CEO
Thanks, Glenn, and thanks for having me here today. Ive got to go through two very quick Surgeon
Generals warning signs which are longer than normal because of our upcoming merger with United
Airlines. So if youd like to read them, feel free. This is sort of an overview of the presentation
that Zane and I will do today. Ill do the first three; hell do the next two. Ill wind up and
talk about our upcoming merger with United at the end.
Were going to be talking of our culture which is the most important thing we have at Continental,
working together. The Star Alliance which has been a great success for us at Continental. What
were doing to optimize our revenue with some degree of focus on our ancillary revenues. Zane will
talk about how we operate to carry efficiently and some investments were making in our product and
then Ill wrap up talking about our merger with United.
Let me start with the culture because thats the most important asset we have at Continental. You
cant find it on our balance sheet, but it is the it is what we have that causes us to deliver
the service that we have to have the reputation that we have.
And its really simple; its just two items, the sort of things your mother taught you treat
each other like youd like to be treated, with dignity and respect. That means we treat each other
as co-workers with dignity and respect and we treat our customers with dignity and respect. And
direct and open and honest communication otherwise known as never tell a lie.
And those two things, if you have that at your company, your employees enjoy coming to work every
day. And when they enjoy coming to work every day they do a great job and we are known for great
service. And I dont mean that and thats not brag, thats fact. I mean, there are many third
parties that rate us very highly for our customer service and who fly us to experience that
service. It all goes back to our culture.
This slide talks a lot about the ways we communicate because communications is really important. So
every one of our co-workers knows our plan, we call it the go-forward plan. Everyone knows what is
in the plan every year, why its in the year, their piece of that plan, and they know if theyre
not working on something that contributes to that plan they ought to stop doing that and work on
something that does contribute to the plan.
And we do that through daily communication, through monthly communications, quarterly
communications and then I go around the system twice a year in CEO exchanges. This is a great
tradition at Continental. That I get up before me Larry, before Larry, Gordon and I talk for
15 minutes or so sort of just giving our co-workers sort of where we are and where were going and
then I open up for questions.
And our employees know they can ask me any question they want and I will answer it openly and
honestly and directly. And if I dont know the answer I will say, I dont know but Ill find out.
And this has been a great tradition at Continental; it lets people directly talk to the CEO.
Of course we have an open door policy, I get a lot of e-mails anyway, I can go out and people are
just strolling in my office and thats good. Because were really pretty non-hierarchical at
Continental and that builds a lot of teamwork and builds a lot of trust and is I think integral to
our culture.
Now let me talk a bit about Star Alliance. Star Alliance is the worlds oldest, the worlds most
technologically advanced, the worlds best Alliance, were proud members. There are now 27 airlines
in Star Alliance and, as you can see from this route map, not only all the carriers, but pretty
much Star will take you anywhere you want to go. Or as I like to say, if you want to go someplace
and Star Alliance wont take you there, you probably need to reconsider whether you really want to
go there.
Its also been a home run for us. What this slide demonstrates is taking SkyTeam, our former
Alliance, at its peak, that is in the period November 2007 to April 2008 where that was before
Northwest and Delta were merging at its peak for Continental, at its best for Continental, and
comparing it to the spool up, the very beginning of the Star Alliance. We joined Star Alliance on
October 27 of last year.
And as you can see, these are basically our passengers connecting across our partners hubs in
major Europe and Asia gateways. As you can see, were connecting almost twice as many passengers,
in other words were carrying almost twice as many passengers from Star Alliance through our
Alliance partners hubs and gateways as we were in SkyTeam. So this has been a home run for
Continental. And I think it will continue to grow.
That Star Alliance and of course our great service and our solid network contribute to our RASM
premium, our unit revenue premium. As you can see, we significantly outperformed the industry,
second only to our merger partner, United Airlines. Were very proud of this performance; were
very focused on our earning our unit revenue premium.
The business environment is contributing to that today, it is improving. This slide with the
magnificently unlabeled Y axis on both sides shows the gold curve is our corporate customers with a
12-month moving average and the blue curve are the yields, the corporate yields 12-month average.
And you can see theres clear recovery.
Now theres a ways to go, business travel is returning slowly. Youre business travelers, all of
you sitting in this audience here, and you know that. But it clearly is returning, it clearly is
improving, were seeing that in our numbers every year and were seeing it in our RASM growth year
over year as well.
Were also offering our customers a lot more choices. And I want to talk about that not only
through exit row and bulkhead seating sales and Ill talk a little bit more about with some
specificity in a moment. But the day of departure upgrades, selling premium wines and liquors in
our P Clubs. Were also beginning to sell food were the only network carrier that still offers
complementary food at meal times domestic and coach.
And what we found, not only do none of our competitors do that, but we can offer better, certainly
higher quality choices for sale than what we give away. And that product alone, and Ive gone
through the review of what were going to be offering and its going to be very good food, which
will start this fall.
But that product alone even if we break even on the food sales, and Im confident we can beat
that, but even if we just break even thats $35 million a year of value to Continental, and were
going to be offering a product thats superior to the product we offer today.
Of course we offer our customers a lot of self-service options whether its res or check-in or our
artificial intelligence agent, Alex, on our website. If it you havent used Alex and I encourage
you to go to the website and use it. Shes really smart, she learns every day, she gives consistent
answers, very accurate answers, were very proud of her and we occasionally dress her up on
holidays. And many people have asked her for dates and other odd things, but shes learning to
respond well to that as well.
And of course we have other products to come. But let me talk about exit row seats for a minute
because thats actually been a pretty big home run for us. In the old days, that is a few months
ago, we used to give away exit row seats. We let our platinums get them 72 hours out and our golds
and our silvers could get them the day of departure.
And to the extent we had exit row seats that werent filled anybody could get them. And by that I
mean Aunt Erma who bought on Orbitz who doesnt know shes on Continental who gets on board the
aircraft and looks around and says gee, this one is blue and gray and paid $69, she gets on an exit
row seat.
And we had the brilliant idea of perhaps on the day of departure we could sell those premium seats
with different prices by length of haul, after weve taken care of our platinums and golds and
after the silvers have had the chance to get them and have customers who wanted the exit row seat
who otherwise werent getting them because they didnt have the opportunity to get it because Aunt
Erma snagged it before they did, offer that for sale.
And thats been a success. We are now generating on average $120,000 a day from this one product.
You do the math. So this is really good. What that shows is customers value it, theyre willing to
pay for it and its delivering good value to our bottom line as well. And with that I will turn it
over to Zane.
Zane Rowe - Continental Airlines EVP, CFO
Thanks, Jeff. Take a quick look at capacity. Weve I think shown a good track record here of
capacity discipline and capacity management especially over the last number of years. Over the last
two years on both the mainline and consolidated basis were actually down about 5%. And as we look
to this year we continue the trend on the mainline domestic portion of the network where weve come
to expect our capacity to be down to 0.5% to 1.5% percentage points.
This will put his down about 7% to a percent on a year-over-two-year basis. So a big decline if you
think about the domestic network. Well see a small increase in mainline international flying
between 2% and 3% for the year. This is a result of the drawdown in Latin American flying as a
function of the H1N1 flu virus of last year as well as some increase in Pacific flying with the run
rate impact of our New York to Shanghai service on a year-over-year basis.
So as we look at the remainder of 2010 we expect both mainline and consolidated capacity to now be
up only 0.5 to 1.5 percentage points and regional flying about flat.
As we look beyond 2010 and we combine our fleet plan with that of United for the merged entity we
can see the tremendous flexibility we have here as we look out at least over a full-year period and
continue our approach to capacity discipline. On the order side well continue to have take orders
of modern, fuel-efficient aircraft both narrow-bodies as well as wide-bodies. And on the reduction
side as we have older less efficient aircraft come off lease or otherwise have their debt mature,
you can see the tremendous flexibility we have over the full year period.
To go from roughly 700 aircraft in the combined entity up to about 750 should we choose to do so or
otherwise have just less than 550 aircraft in the combined entity using those parameters. So a lot
of flexibility here to manage through the business cycle.
Were quite proud from a Continental perspective of our excellent operational performance over the
years. Youve heard us talk many times about offering clean, safe and reliable transportation which
is part of our Make Reliability a Reality corner stone. And weve got the whole team motivated to
do just that.
If you think about it from a financial perspective it makes sense to keep our customers
appropriately pleased with the product. Its something our employees are proud of and, as I
mentioned, we think has financial positive financial ramifications.
Our on-time performance for year to date has actually exceeded 80% over 10 years. We have been at
the top of the industry with a 78% on-time performance so weve done well in that benchmark. Our
DOT completion factor has been over 98% this year and over a 10-year period actually approaching
99%.
So we truly believe in the network integrity of offering a solid product thats on time. We have
low customer complaints and very low mishandled bags which, again, complements our overall service
and helps us rank high in customer satisfaction rankings.
Our performance on the business plan, whether it happens to be our operating performance or
otherwise our capacity plan, as well as the entire Continental team getting behind our
outperformance versus the industry really helps on the EBITDAR side. And while Im pleased to show
you a graph with us here on the left-hand side at 11.4% EBITDAR margin.
So on a relative basis we think of this as being a really good slide, unfortunately were not
satisfied with the absolute number. Well continue to work both the revenue side of the equation as
well as the cost side of the equation as we work on improving this. If you look at our performance
over the last 12 months versus the industry we have an EBITDAR premium of about 2.5 points. And
again, from an absolute perspective we see opportunities for improvement here.
Weve been working with our partners at United for a number of years tied to Alliance synergies,
tied to a number of revenue synergies, tied into the Alliance as well as the cost side and
continuing on with our JV environment. One of the more obvious views from a passenger perspective
is what weve been able to accomplish on the co-location side. These are stations where weve
actually co-located and seen a number of successes working together with our partners over at
United.
So if you take a look through 2010 we currently have 18 stations in the network where were
co-located with United and expect to add five through the course of the year. So, this has given us
great experience in not only identifying opportunities, but also managing through some of the
operating impacts of being co-located and working together. So we feel like this has given us an
advantage not only in identifying what we could do in an Alliance environment, but also given us an
advantage as we think about what were able to accomplish in a merged entity.
Were proud and have spoken many times about our modern, fuel-efficient fleet. We have the youngest
fleet of all the major US network carriers. And we believe this offers us about a 10% efficiency
versus the rest of the industry. Were actually not resting on our laurels as it comes to this,
weve actually recently completed our last 757-300 aircraft putting fuel saving wing lifts on that
aircraft, so we now have our entire narrow-body fleet with winglets equipped, adding even further
savings there.
If you look versus what we were able to carry a passenger for in the year 2000, were about 26%
more efficient today than we were back in 2000 carrying passengers. So, tremendous improvement just
over the last 10 years.
If you look at this on a gallons per 1000 ASM basis you can see at 14.3 gallons were about a
gallon and a half more efficient than the industry average. And while that doesnt sound like much
because you cant really think of 1000 ASMs, think about if you were to take off this afternoon a
flight to LA, by the time you land in LA it will be like carrying four gallons of fuel off the
aircraft with you, thats the amount of savings we get versus the industry average. So its quite
significant when you think about it in that perspective.
We continue to take delivery of new aircraft; I think were about as eager to take delivery of the
787 next year as Boeing is to deliver it to us next year. So much so that weve already announced
two markets that we intend on flying up with that aircraft. A number of weeks ago we announced
Houston to Auckland, that if you think about the combined new United we believe it will be a
tremendous market, again, drawing from the positive attributes of both networks.
We also as recently as yesterday announced Houston to Lagos which is, again, building on our
energy-to-energy spokes that have actually proven well for us over the course of time. What Ive
highlighted here is a slide that just to give you some of the underlying economics of that 787.
Now, again were not only going to use the aircraft for new markets, its a tremendous aircraft
that fits well within the fleet to add frequencies to existing markets; we can actually upgauge
markets like our 757 markets, the 787 will be a natural aircraft to use for upgauging.
We can also use it to down gauge certain markets during seasonally weak period. So in markets that
have the 777 we can actually fly the 787 during off-peak periods maintaining the frequencies and
yet taking a few seats out of the marketplace. So its a very flexible aircraft, it will also be
used simply to replace older aircraft.
So you look at the economics of the 787 compared to the 777-200 ER, which is a terrific aircraft
and works well in our international network and you can see on the X axis here Ive got trip costs
relative to that 777 and on the Y axis weve got the seat cost relative to the 777. You can see how
what we expect that 787 to perform in both those metrics compared to the 777. And then if you look
at the 787-8 compared to the compared to the 767-400 can see again the compelling argument for that
new aircraft type versus the 767, which again has been a great aircraft for our network. So truly
an aircraft we cant wait to get our hands on.
Not only are we investing in our fleet, were also investing inside our fleet where we believe it
makes financial sense to do so. We currently have DIRECTV which is our live TV product on over 100
of our narrow-body aircraft. So as youre traveling over the US you can channel surf about I think
about 100 channels, which has proven to be quite something that people enjoy doing. On our
international fleet, the 757s as well as the 777s we have no to tail audio/video on demand and we
also have in seat power on a number of our aircraft as well. So we continue to make those
investments in our fleet.
Most recently the 180 degree business first flat-bed seats, which has been incredibly popular with
all of our customers. I think in part because our customers actually helped us design this seat. We
currently have the seat on over half of the 777 and a number of our 757s. So were able to isolate
a market like London Heathrow and provide flat-bed service on all of our Heathrow trips. And well
continue to do that.
Our current expectations are to have the entire 777 fleet complete by year-end as well as over
three quarters of our 757 fleet complete with that seat by year-end as well. So were making I
think a lot of headway in that area.
While were cognizant of the product and the fleet were also mindful of our liquidity needs. And
at the end of the first quarter here, we ended the first quarter with $3.15 billion of unrestricted
cash and short-term investments representing about 25% of our last 12 months revenue, which we
think fares quite a while versus the rest of the industry. As of last night we had the put right of
our option, at least our converts, expire. We dont believe any of the holders exercised that put
right.
So our current expectations are for the end of the second quarter to have about $3.5 billion of
unrestricted cash and short-term investments, which Im told according to Gerry whos now become
the statistician in the area that this is our highest quarter ending cash balance ever. So with
that Im going to turn it back to Jeff who will give you an update on the merger and as well as
take any questions you may have.
Jeff Smisek Continental Airlines Chairman, President and CEO
Thanks, Zane. So let me talk a bit about our upcoming merger with United Airlines. Were creating a
spectacular integrated global network with United 350 destinations worldwide; very, very
attractive to business customers. And we are a business oriented airline. Of course we service the
leisure customers and United is a business oriented airline servicing leisure customers as well.
But this network is going to be very attractive for us to not only retain the corporate customers
we have today, but get additional corporate customers who will benefit from this integrated
network, which is different from an alliance. Alliance is a very good thing; and an Alliance is
necessary for our future but not sufficient. Because Alliances do have seams, we work on them, we
try to minimize them, but they do.
But theres nothing quite like being on a single carrier going wherever you want to go for your
elite recognition, for the handling of your bags, for consistent customer service, all the things
that a unified carrier can bring to you to be attractive to attract and retain corporate customers.
Well also be able, through the merger, to continue to invest in our product. The synergies Ill
talk about in a minute between $1 billion and $1.2 billion a year in net synergies will permit us
to continue to invest our product, do things as Zane was describing with lie flat seats, bring on
the 787s.
And we have the best aircraft order book, new aircraft order book in the industry with this merger.
As well as a lot of fleet flexibility, as Zane was discussing. And this merger brings our
award-winning service together with Uniteds industry-leading on-time performance.
And I will tell you were very focused as well on developing the joint culture of the combined
company. And I think what youre going to find is United also recognizes that culture is very
important, that having a culture in which we treat each other with dignity and respect, and were
direct and open and honest, will deliver not only a better way of working and just a more enjoyable
work environment, but will deliver the customer service for the combined entity that Continental is
known for today.
Zane also was talking about the code location. Thats one example of the many ways that weve been
working with United over the last several years since we were invited by Glenn Tilton back a couple
years ago to join the Star Alliance.
And weve learned a lot, weve learned a lot not only about United, our colleagues at United, but
weve developed a lot of respect. Weve developed great relationships and that is going to be very
beneficial as we integrate the carriers. And we have a head start certainly on the airports with
the 18 co-locations weve done to date and a number more coming down the pike.
Our employees are going to benefit greatly from this merger because it gives to our employees far
more secure jobs, far more secure retirement because of the synergies, better growth opportunities
as well for them than we could have ever offered them, at least from Continentals perspective,
standing alone.
And of course from the perspective of the shareholders or the debt holders, its a platform for
sustainable profitability, something Ive been working on for a long time; all of us at Continental
have been working on for a long time. And this is going to be I think tremendously beneficial for
us above and beyond our Star Alliance and our Alliance partnership with United, to deliver between
$1 billion and $1.2 billion a year of net synergies.
And again as Zane alluded to, it also gives us a lot of flexibility. We at Continental have a very
modern and fuel-efficient fleet, but weve done a lot to retire older aircraft and we have
historically had a lot of fleet flexibility. And we have been losing that over time as weve taken
the modern aircraft on long-term leases, long-term financings.
With United, with the fleet that they have, that gives us the flexibility to spool up or spool down
depending on industry conditions and that flexibility is really valuable to us as a combined
carrier.
As I said earlier, this is building a world-class global network; there is no network in the world
that will be comparable to ours, that will be better than ours. And thats very potent. If you take
a look at the hubs we will have, if you were taking out a blank sheet of paper and designing the
perfect airline that was a United States airline, youd have hubs along the East Coast, got em;
hubs along the West Coast, got em; mid-continent hubs, got them; a hub in Texas for flows down to
Latin America, got that.
Narita is a tremendous market, and of course weve got Guam which is a nice asset of ours which has
always performed well over the years. So well have 10 hubs and well be able to optimize our
traffic across those hubs and optimize the aircraft flows.
We expect to complete this transaction from the legal perspective, the legal merger by year end and
it will take and this is the timeline that shows the various technical things and we expect to
have our shareholder meeting, our joint shareholder meetings in September, and with a legal merger
closing by the end of the year.
And then of course it takes a considerable amount of time to obtain a single operating certificate
not only to go through all of the matters you do in merging the two companies, but training of each
set of pilots and flight attendants and mechanics and getting all the maintenance manuals and all
the things you need to do that are consistent to get a single operating certificate. And we expect
to achieve that by the first half of 2012.
And with that we will open it up to questions. So, please go free to ask any questions youd like
of Zane or me or Gerry.
[QUESTION AND ANSWER]
Unidentified Participant
Ill start out and ask when you looked for antitrust immunity with United and Continental
on your international routes the DOT seemed supportive, but the Justice Department was against. If
they were against the antitrust, what makes you feel whats different about the regular merger?
Jeff Smisek Continental Airlines Chairman, President and CEO
Well, I cant necessarily speak to the reasons, but I will if I could put myself in the mind of a
DOJ lawyer with an antitrust immunized Alliance. There are benefits to the carrier of an antitrust
immunized Alliance, but one could argue the typical efficiencies of a merger are not present in an
Alliance. Whereas a merger has both the benefits of the merged entity and the traditional
efficiencies the Department of Justice looks for in any merger.
Our merger with United, I believe, does not have any significant antitrust concerns. We have no,
that is zero, nonstop international overlaps and we have only 15 domestic nonstop overlaps. These
are huge carriers and you put them together with that little degree of overlap. So I dont believe
there are any material antitrust concerns. We will of course be working with the Department of
Justice, as we always do. And I expect they will do a thorough and professional review as they
always do.
Unidentified Participant
You stress the importance of culture. Can you just give us your feeling on what the hallmark of the
United culture is?
Jeff Smisek Continental Airlines Chairman, President and CEO
Well, I think United has a very proud carrier with a long history with a very good workforce with
excellent assets, great facilities and an enormous value. United has gone through some very
difficult times. All of us have gone through difficult times since the terrorist attacks. And
recognize that United, unfortunately, had to go through bankruptcy, which is a difficult thing and
is hard on all the constituencies certainly, including employees. And I believe that their
employees have had a pretty tough time.
Our employees have had a tough time too, but I think our culture helped us get through that. And I
think that change is always scary but it can be very good. And this merger for United employees
will be good; it will be good for them. I think that they will have a very bright future in this
merger. Ive made it clear to all the workgroups that I intend to share appropriate amounts with
all workgroups of the synergies that we are creating, whether unionized or not, everybody who helps
create the value will get a piece of the value.
And I think the future that we can build together at United by working together is a bright future
for the employees, it will help secure their retirement, it will give them long-term careers and a
lot of job growth opportunity. And certainly the employees of Continental Ive spoken to and have
had a number of e-mails from United employees directly both workgroups are very enthusiastic
about this merger. And I myself am very excited about it as well.
Unidentified Participant
Can I ask a follow-up? You stress the business side of the equation for the company. And the
health of corporate America from a balance sheet perspective otherwise has been fantastic. In your
conversations with your major clients on the business side, are you sensing that recovery has got
footing and continuing to go and your view on the business side of the equation is going to be
quite strong from here or is it moderating?
Jeff Smisek Continental Airlines Chairman, President and CEO
Well, I think the recovery is taking hold. We see that not only in our conversations, but more
importantly, in the actions of our corporate customers because talk is cheap, but having the butts
in the seats are different things, right? And were actually seeing, as you saw from the slide
were seeing an improvement in not only the number of corporate customers but the yields from those
corporate customers. And youre seeing that in our year-over-year significant RASM gains as we
announce them from month to month.
So, I do think the recovery is on and I think that it continues to improve. I will say that
business travel has been slow to return, but it is returning now and were seeing significant
strength, for example, across the Pacific, our transpacific business is on fire. And our
transatlantic business is doing well; Latin is doing reasonably well as well. So, I think that
there is a broad-based recovery going on. Far be it for me to make predictions as to the second
derivative of that, I dont know.
Unidentified Participant
On the international side, the weak dollar gave you a yield boost in prior years and now we
have a very strong dollar. What type of impact will that have this summer on yields and
profitability?
Jeff Smisek Continental Airlines Chairman, President and CEO
Well, I dont know I cant make a prediction on the direct or a numeric prediction, but I
will tell you that clearly a strong dollar encourages travel to Europe, for example, against the
euro. And our point-of-sale is strong in the US, although we have a material amount of point of
sale in Europe.
But Star Alliance is helping us a great deal as well. So the additional traffic were going to get
from Star Alliance I think more than offsets the weakness of the euro, if thats what youre
alluding to, for example. And we certainly see very strong demand across the Atlantic for the
summer.
Unidentified Participant
I was thinking more on the yield side, actually.
Jeff Smisek Continental Airlines Chairman, President and CEO
Well, I think given where we are and where our point-of-sale of strength is, which is in the
US, I think were fine on yields. Clearly though from the weaker euro that has a counter effect,
although I think its overwhelmed by our US point-of-sale and by the Star Alliance traffic were
getting.
Unidentified Participant
Jeff, I do worry less about antitrust issues concerning the potential merger and more actually
about labor and union issues. And can you update us on how things are going there with regards to
discussions with the various parties? And what if anything does it mean to the cost structure going
forward for the combined company in your view?
Jeff Smisek Continental Airlines Chairman, President and CEO
Well, let me handle the cost one first before I forget it because it was at the end. The $1
billion to $1.2 billion of net annual synergies are inclusive of our expectations of increased
labor costs. So, thats already built into the number. I think that the my view is that labor is
endorsing this merger in the sense that I think all workgroups understand that this merger is very
beneficial for them, that it provides them a brighter future than they have either carrier has
on a stand-alone basis.
Its a long involved process, and its a workgroup by workgroup process. Clearly the pilots are far
ahead of the other workgroups; theyve been working together for quite a while. Theyre working on
a transition agreement right now. And we have a joint goal with our pilots to try to get a joint
collective bargaining agreement with them by the time the merger closes at year-end.
Whether we achieve that goal is subject to negotiations and that isnt a hard and fast timeline,
but something that both parties are looking forward to. The other workgroups we have workgroups
that have the same unions representing them and we have workgroups that have different unions
representing them, and we have workgroups where we do not have representation and United workgroups
do have representation.
And so those representational elections will need to occur prior to the time when we can negotiate
a joint collective bargaining because we need to know who were negotiating with. But weve had a
history at Continental of very good labor relations. We always negotiate contracts that are fair to
the workgroups or the employees, and fair to the Company. And I see no reason why that would be
different in the combined carrier.
Unidentified Participant
We heard earlier this morning from Delta that they believe theyre achieving $1 billion in
synergies from their merger. And that they would be up to $2 billion by the end of 2011. You and
UAL are suggesting you see $1 billion to $1.2 billion of net merger synergies. Synergy is a concept
which is subject to some interpretation. First off, would you say those numbers are apples to
apples? And more broadly, what do you see as the relative opportunities and risks in your proposed
merger relative to that of Delta/Northwest?
Jeff Smisek Continental Airlines Chairman, President and CEO
Well, I dont know the apples to apples because I dont know whats inside of Deltas numbers.
Im pleased to hear that they have achieved the synergies that they expected to achieve, and Im
pleased to hear that they expect to achieve more, because that I think bodes well for our merger
with United.
We are very comfortable I guess the popcorn is done, is that what that beeping is? Were very
comfortable with the numbers that we put forth. We believe strongly that we can achieve them and,
of course, as a management team we will be focusing on finding every potential source of cost
efficiency and every potential source of additional revenue to exceed those numbers if those
opportunities present themselves to us.
Unidentified Participant
Any final questions? Thank you very much, Jeff.
Jeff Smisek Continental Airlines Chairman, President and CEO
My pleasure, thank you.