UNITED STATES
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


(Mark One)


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934


FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006


OR


[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF     

THE SECURITIES EXCHANGE ACT OF 1934


FOR THE TRANSITION PERIOD FROM __________ TO __________


Commission File Number 1-10323


CONTINENTAL AIRLINES, INC.

(Exact name of registrant as specified in its charter)


Delaware


74-2099724

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification No.)


1600 Smith Street, Dept. HQSEO

Houston, Texas 77002

(Address of principal executive offices)

(Zip Code)


713-324-2950

(Registrant's telephone number, including area code)


Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer   X  
Accelerated filer _____ Non-accelerated filer _____

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes    No   X  

__________


As of July 14, 2006, 89,439,706 shares of Class B common stock were outstanding.

TABLE OF CONTENTS


   

PAGE

     

PART I

FINANCIAL INFORMATION

 
     

Item 1.

Financial Statements -

 
     
 

Consolidated Statements of Operations

3

     
 

Consolidated Balance Sheets -

 
 

Assets

5

 

Liabilities and Stockholders' Equity

6

     
 

Condensed Consolidated Statements of Cash Flows

7

     
 

Notes to Consolidated Financial Statements

8

     

Item 2.

Management's Discussion and Analysis of Financial Condition
and Results of Operations


26

     

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

46

     

Item 4.

Controls and Procedures

46

     

PART II

OTHER INFORMATION

 
     

Item 1.

Legal Proceedings

48

     

Item 1A.

Risk Factors

48

     

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

50

     

Item 3.

Defaults Upon Senior Securities

50

     

Item 4.

Submission of Matters to a Vote of Security Holders

50

     

Item 5.

Other Information

51

     

Item 6.

Exhibits

52

     
 

Signatures

53

     
 

Index to Exhibits

54

 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CONTINENTAL AIRLINES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

 

Three Months Ended June 30,

Six Months Ended June 30,

 

2006  

 

2005  

 

2006  

 

2005  

 
     

Operating Revenue:

   

   Passenger (excluding fees and taxes of $364,
      $298, $679, and $569, respectively)


$3,227 

 


$2,621 

 


$5,911 

 


$4,888 

 

   Cargo

112 

 

97 

 

218 

 

196 

 

   Other, net

   168 

 

   139 

 

   324 

 

   278 

 
 

3,507 

 

2,857 

 

6,453 

 

5,362 

 

Operating Expenses:

               

   Aircraft fuel and related taxes

791 

 

575 

 

1,452 

 

1,045 

 

   Wages, salaries and related costs

744 

 

649 

 

1,416 

 

1,364 

 

   Regional capacity purchase, net

454 

 

382 

 

869 

 

735 

 

   Aircraft rentals

248 

 

229 

 

493 

 

455 

 

   Landing fees and other rentals

198 

 

181 

 

383 

 

352 

 

   Distribution costs

178 

 

154 

 

338 

 

291 

 

   Maintenance, materials and repairs

140 

 

106 

 

267 

 

218 

 

   Depreciation and amortization

97 

 

98 

 

193 

 

197 

 

   Passenger services

90 

 

84 

 

171 

 

162 

 

   Special charges

10 

 

 

 

43 

 

   Other

    313 

 

    280 

 

    613 

 

    554 

 
 

 3,263 

 

 2,738 

 

 6,198 

 

 5,416 

 
                 

Operating Income (Loss)

    244 

 

    119 

 

    255 

 

    (54)

 
                 

Nonoperating Income (Expense):

               

   Interest expense

(100)

 

(101)

 

(201)

 

(198)

 

   Interest capitalized

 

 

 

 

   Interest income

31 

 

15 

 

55 

 

26 

 

   Income from affiliates

17 

 

20 

 

34 

 

40 

 

   Gain on disposition of ExpressJet Holdings shares

 

47 

 

 

98 

 

   Other, net

      1 

 

     (3)

 

       6 

 

      (3)

 
 

   (46)

 

   (19)

 

   (97)

 

    (32)

 
                 

Income (Loss) before Income Taxes and Cumulative
   Effect of Change in Accounting Principle

   
198 

 

   
100 

 

   
158 

 


     (86)

 
                 

Income Taxes

        - 

 

        - 

 

        - 

 

         - 

 
                 

Income (Loss) before Cumulative Effect of Change
  in Accounting Principle

   
198 

 

   
100 

 

   
158 

 


     (86)

 
                 

Cumulative Effect of Change in Accounting
  Principle


        - 

 


        - 

 


    (26)

 


         - 

 
                 

Net Income (Loss)

$   198 

 

$   100 

 

$   132 

 

$   (86)

 
                 

(continued on next page)

CONTINENTAL AIRLINES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

 

Three Months Ended June 30,

Six Months Ended June 30,

 

2006  

 

2005  

 

2006  

 

2005  

 
     

Earnings (Loss) per Share:

   

 

         

  Basic:

               

    Income (Loss) before Cumulative Effect of
      Change in Accounting Principle


$ 2.24 

 


$ 1.49 

 


$  1.82 

 


$(1.29)

 

    Cumulative Effect of Change in Accounting
      Principle


       - 

 


       - 

 


 (0.30)

 


       - 

 

    Net Income (Loss)

$ 2.24 

 

$ 1.49 

 

$  1.52 

 

$(1.29)

 
                 

  Diluted:

               

    Income (Loss) before Cumulative Effect of
      Change in Accounting Principle


$ 1.84 

 


$ 1.26 

 


$  1.55 

 


$(1.29)

 

    Cumulative Effect of Change in Accounting
      Principle


       - 

 


       - 

 


 (0.24)

 


       - 

 

    Net Income (Loss)

$ 1.84 

 

$ 1.26 

 

$  1.31 

 

$(1.29)

 
                 

Shares Used for Computation:

               

    Basic

88.6 

 

66.8 

 

87.7 

 

66.6 

 

    Diluted

111.0 

 

85.5 

 

109.8 

 

66.6 

 

 

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CONTINENTAL AIRLINES, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except for share data)

 

June 30,    

December 31,

June 30,   

ASSETS

  2006      

   2005    

  2005      

 

(Unaudited)   

 

(Unaudited)  

       

Current Assets:

     

   Cash and cash equivalents

$ 2,202

 

$   1,723 

 

$  1,869 

 

   Restricted cash

248

 

241 

 

241 

 

   Short-term investments

     270

 

     234 

 

     177 

 

      Total cash, cash equivalents and short-term
       investments


2,720

 

2,198 

 

2,287 

 
             

   Accounts receivable, net

687

 

515 

 

589 

 

   Spare parts and supplies, net

208

 

201 

 

207 

 

   Deferred income taxes

171

 

154 

 

184 

 

   Note receivable from ExpressJet Holdings, Inc

-

 

18 

 

72 

 

   Prepayments and other

    461

 

     341 

 

     318 

 

      Total current assets

4,247

 

  3,427 

 

  3,657 

 
             

Property and Equipment:

           

   Owned property and equipment:

           

      Flight equipment

6,786

 

6,706 

 

6,713 

 

      Other

 1,376

 

  1,372 

 

  1,283 

 
 

8,162

 

8,078 

 

7,996 

 

       Less: Accumulated depreciation

 2,441

 

  2,328 

 

 2,182 

 
 

 5,721

 

  5,750 

 

  5,814 

 
             

   Purchase deposits for flight equipment

    234

 

     101 

 

     186 

 
             

   Capital leases

335

 

344 

 

363 

 

       Less: Accumulated amortization

    112

 

     109 

 

     118 

 
 

    223

 

     235 

 

     245 

 

          Total property and equipment, net

 6,178

 

  6,086 

 

  6,245 

 
             

Routes

484

 

484 

 

615 

 

Airport operating rights, net

127

 

133 

 

225 

 

Intangible pension asset

60

 

60 

 

63 

 

Investment in affiliates

131

 

112 

 

143 

 

Other assets, net

    219

 

     227 

 

     243 

 
             

           Total Assets

$11,446

 

$10,529 

 

$11,191 

 

 

(continued on next page)

CONTINENTAL AIRLINES, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except for share data)

LIABILITIES AND
STOCKHOLDERS' EQUITY

June 30,     

December 31,  

June 30,      

  2006       

   2005      

  2005        

 

(Unaudited)    

 

(Unaudited)    

       

Current Liabilities:

     

   Current maturities of long-term debt and
      capital leases


$   766 

 

$   546 

 

$   609 

 

   Accounts payable

1,084 

 

846 

 

851 

 

   Air traffic and frequent flyer liability

2,104 

 

1,475 

 

1,657 

 

   Accrued payroll

225 

 

234 

 

292 

 

   Accrued other liabilities

    308 

 

   298 

 

   266 

 

      Total current liabilities

 4,487 

 

3,399 

 

3,675 

 
             

Long-Term Debt and Capital Leases

 4,626 

 

5,057 

 

5,415 

 
             

Deferred Income Taxes

    171 

 

   154 

 

   394 

 
             

Accrued Pension Liability

   927 

 

1,078 

 

1,083 

 
             

Other

   651 

 

   615 

 

   552 

 
             

Commitments and Contingencies

           
             

Stockholders' Equity:

           

   Preferred Stock - $.01 par, 10,000,000 shares
      authorized; one share of Series B issued and
      outstanding, stated at par value



 

 

 

 

 

   Class B common stock - $.01 par, 400,000,000,
      200,000,000 and 200,000,000 shares authorized;

      114,685,100, 111,690,943 and 92,355,665 issued



 



 



 

   Additional paid-in capital

1,693 

 

1,635 

 

1,414 

 

   Retained earnings

538 

 

406 

 

388 

 

   Accumulated other comprehensive loss

(507)

 

(675)

 

(590)

 

   Treasury stock - 25,489,506, 25,489,413 and
     25,489,291 shares, at cost


(1,141)

 


 (1,141)

 


 (1,141)

 

      Total stockholders' equity

     584 

 

      226 

 

        72 

 

         Total Liabilities and Stockholders' Equity

$11,446 

 

$ 10,529 

 

$ 11,191 

 




The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CONTINENTAL AIRLINES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)

 

        Six Months
        Ended June 30,

 

2006  

    2005    

 
 

(Unaudited)                 

     

Net cash provided by operations

$

$   984 

$   530 

 
         

Cash Flows from Investing Activities:

       

Capital expenditures

 

(163)

(78)

 

Purchase deposits paid in connection with future aircraft deliveries, net

 

(128)

(78)

 

(Purchase) sale of short-term investments, net

 

(36)

103 

 

Proceeds from dispositions of property and equipment

 

32 

 

Increase in restricted cash

 

       (7)

   (30)

 

Net cash used in investing activities

 

 (329)

   (51)

 
         

Cash Flows from Financing Activities:

       

Payments on long-term debt and capital lease obligations

 

(556)

(219)

 

Proceeds from issuance of long-term debt

 

336 

425 

 

Proceeds from issuance of common stock

 

43 

 

Other

 

      1 

       2 

 

Net cash (used in) provided by financing activities

 

 (176)

   212 

 
         

Net Increase in Cash and Cash Equivalents

 

479 

691 

 
         

Cash and Cash Equivalents - Beginning of Period

 

1,723 

1,178 

 
         

Cash and Cash Equivalents - End of Period

 

$2,202 

$1,869 

 
         

Investing and Financing Activities Not Affecting Cash:

       

Contribution of ExpressJet stock to pension plan

 

$      -  

$   130 

 




The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CONTINENTAL AIRLINES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

In our opinion, the unaudited consolidated financial statements included herein contain all adjustments necessary to present fairly our financial position, results of operations and cash flows for the periods indicated. Such adjustments, other than nonrecurring adjustments that have been separately disclosed, are of a normal, recurring nature. As discussed in Note 4 below, we adopted Statement of Financial Accounting Standards ("SFAS") No. 123R, "Share-Based Payment" ("SFAS 123R"), effective January 1, 2006.

The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2005 (the "2005 Form 10-K"). Due to seasonal fluctuations common to the airline industry, our results of operations for the periods presented are not necessarily indicative of the results of operations to be expected for the entire year. As used in these Notes to Consolidated Financial Statements, the terms "Continental," "we," "us," "our" and similar terms refer to Continental Airlines, Inc. and, unless the context indicates otherwise, its consolidated subsidiaries.

Certain reclassifications have been made to prior period amounts to conform with the current period's presentation.

NOTE 1 - EARNINGS (LOSS) PER SHARE

The following table sets forth the components of basic and diluted earnings (loss) per share (in millions):

 

Three Months   

Ended June 30,  

Six Months     

Ended June 30,  

 

  2006  

  2005  

  2006  

  2005  

         

Numerator:

       

  Numerator for basic earnings (loss) per share - net
    income (loss)


$198
 


$100 


$132
 


$(86)

  Effective of dilutive securities - interest expense on:

       

    5% Convertible Notes

    4.5% Convertible Notes

    6% Convertible Junior Subordinated Debentures
      Held by Subsidiary Trust


    2 


    4 


    5 


    - 

  Numerator for diluted earnings (loss) per share - net
    income (loss) after assumed conversions


$ 204 


$ 108 


$ 143 


$(86)

         

 

 

 

 

Denominator:

       

  Denominator for basic earnings (loss) per share -
    weighted average shares


88.6 


66.8 


87.7 


66.6 

         

  Effect of dilutive securities:

       

    5% Convertible Notes

8.8 

8.8 

8.8 

    4.5% Convertible Notes

5.0 

5.0 

5.0 

    6% Convertible Junior Subordinated Debentures
    
  Held by Subsidiary Trust


  4.1 


  4.1 


  4.1 


      - 

    Employee stock options

   4.5 

  0.8 

   4.2 

      - 

  Dilutive potential common shares

 22.4 

18.7 

 22.1 

      - 

         

  Denominator for diluted earnings (loss) per share -
  
  adjusted weighted-average and assumed conversion


111.0 


85.5 


109.8 


66.6 

Approximately 17.9 million potential shares of common stock related to convertible debt securities were excluded from the computation of diluted loss per share in the six months ended June 30, 2005 because they were antidilutive. In addition, approximately 1.3 million, 5.1 million, 1.1 million and 5.6 million of weighted average options to purchase shares of our common stock were excluded from the computation of diluted earnings (loss) per share for the three months ended June 30, 2006 and 2005 and the six months ended June 30, 2006 and 2005, respectively, because the effect of including the options would have been antidilutive or the options' exercise prices were greater than the average market price of our common stock.

NOTE 2 - FLEET INFORMATION

As shown in the following table, our operating aircraft fleet consisted of 360 mainline jets and 274 regional jets at June 30, 2006, excluding aircraft out of service. The regional jets are leased by ExpressJet Airlines, Inc. ("ExpressJet") from us and are operated for us by ExpressJet as Continental Express. Our purchase commitments (firm orders) for aircraft as of June 30, 2006 are also shown below.

Aircraft          

Type             

Total     
Aircraft
   

Owned

Leased

Firm 

Orders


(a)

 
           

787-8

 

 

 

20 

     

777-200ER

18 

 

 

12 

 

     

767-400ER

16 

 

14 

 

 

     

767-200ER

10 

 

 

 

     

757-300

17 

 

 

 

     

757-200

41 

 

13 

 

28 

 

     

737-900

12 

 

 

 

     

737-800

99 

 

26 

 

73 

 

22 

     

737-700

36 

 

12 

 

24 

 

41 

     

737-500

63 

 

15 

 

48 

 

     

737-300

  48 

 

   20 

 

   28 

 

- 

     

Mainline jets

360 

 

 132 

 

 228 

 

88 

     
                     

ERJ-145XR

104 

 

 

104 

 

     

ERJ-145

140 

 

18 

 

122 

 

     

ERJ-135

  30 

 

    - 

 

   30 

 

    - 

     

Regional jets

274 

 

  18 

 

 256 

 

   - 

     
                     

Total

634 

 

150 

 

484 

 

88 

     
  1. We generally have the ability to convert 737 and 787 firm orders to other model types and, as such, we expect that some of our 737 orders may be converted to other 737 model types and some of our 787-8 orders may be converted to other 787 model types.

During the first half of 2006, we placed into service four used 757-300 aircraft and ExpressJet took delivery of eight ERJ-145XR aircraft.

As further discussed in Note 9, 69 of the regional jets operated by ExpressJet will be withdrawn from our capacity purchase agreement with ExpressJet beginning in December 2006. ExpressJet has notified us that it intends to retain these 69 aircraft. Following the withdrawal of these aircraft, they will no longer be operated for us by ExpressJet under the capacity purchase agreement. We have reviewed our options for replacing these aircraft and, as further discussed in Note 12, have selected Chautauqua Airlines, Inc., a subsidiary of Republic Airways Holdings Inc., to provide and operate 44 regional jet aircraft on our behalf beginning in 2007, under a new capacity purchase agreement. Chautauqua will supply the 44 aircraft that it will operate under the agreement. We currently have no plans to replace 25 of the 69 50-seat regional jets retained by ExpressJet.

Substantially all of the aircraft and engines we own are subject to mortgages. A significant portion of our spare parts inventory is also encumbered.

Firm Order and Option Aircraft. On June 6, 2006, we announced that we had ordered ten additional Boeing 787 aircraft and 24 additional Next-Generation 737 aircraft. These orders are included in the table above. Including these new orders, as of June 30, 2006, we had firm commitments for 88 new aircraft from Boeing, with an estimated cost of $4.5 billion including related spare engines, and options to purchase 57 additional Boeing aircraft. We are scheduled to take delivery of six 737-800 aircraft in 2006, with delivery of the remaining 82 Boeing aircraft occurring from 2007 through 2012.

We have entered into agreements to finance the six 737-800 aircraft to be delivered in the second half of 2006 and the two 777-200ER aircraft to be delivered in 2007. By virtue of these agreements, we have financing available for all Boeing aircraft scheduled to be delivered through 2007. In addition, we have backstop financing for 24 of the remaining 60 Next-Generation 737 aircraft to be delivered in 2008 and 2009. However, we do not have backstop financing or any other financing currently in place for the remaining aircraft on order. Further financing will be needed to satisfy our capital commitments for our firm aircraft and other related capital expenditures. We can provide no assurance that sufficient financing will be available for the aircraft on order or other related capital expenditures, or for our capital expenditures in general.

Out-of-Service Aircraft. In addition to our operating fleet, we had six owned and one leased MD-80 aircraft permanently removed from service as of June 30, 2006. The owned out-of-service MD-80 aircraft are being carried at an aggregate fair market value of $9 million as of June 30, 2006. We are currently exploring sale or lease opportunities for the owned out-of-service aircraft. However, we cannot predict when or if purchasers or lessees can be found, and it is possible that our owned out-of-service aircraft could suffer additional impairment. The leased out-of-service MD-80 aircraft will be returned to its lessor in the second half of 2006.

NOTE 3 - LONG-TERM DEBT

Equipment Notes. In June 2006, we refinanced our $195 million Floating Rate Secured Notes due December 2007 and $97 million Floating Rate Secured Subordinated Notes due December 2007 by redeeming these notes with proceeds that we received from issuing two new series of equipment notes. The new notes total $320 million principal amount and mature in June 2013. Similar to the refinanced notes, the new notes are secured by the majority of our spare parts inventory. A portion of the spare parts inventory that serves as collateral for the new equipment notes is classified as property and equipment and the remainder is classified as spare parts and supplies, net.

The new series of senior equipment notes, which totaled $190 million principal amount, bears interest at the three-month London Interbank Offered Rate, or LIBOR, plus 0.35% for an initial coupon of 5.63%. The new series of junior equipment notes, which totaled $130 million principal amount, bears interest at the three-month LIBOR plus 3.125% for an initial coupon of 8.41%. The effect of the issuance of the new equipment notes and the redemption of the previously issued notes was to lower the interest rate that we pay on the indebtedness by approximately 55 basis points in the case of the senior notes and 438 basis points in the case of the junior notes, to increase the cash raised and principal amount by $28 million and to extend the maturity date of the indebtedness by five and a half years.

In connection with these equipment notes, we entered into a collateral maintenance agreement requiring us, among other things, to maintain a loan-to-collateral value ratio of not greater than 45% with respect to the senior series of equipment notes and a loan-to-collateral value ratio of not greater than 75% with respect to both series of notes combined. We must also maintain a certain level of rotable components within the spare parts collateral pool. These ratios are calculated semi-annually based on an independent appraisal of the spare parts collateral pool. If any of the collateral ratio requirements are not met, we must take action to meet all ratio requirements by adding additional eligible spare parts to the collateral pool, redeeming a portion of the outstanding notes, providing other collateral acceptable to the bond insurance policy provider for the senior series of equipment notes or any combination of the above actions.

Convertible Debt Securities. On July 1, 2006, our 5% Convertible Notes due 2023 with a principal amount of $175 million became convertible into shares of our common stock at a conversion price of $20 per share following the satisfaction of one of the conditions to convertibility. This condition, which was satisfied on June 30, 2006, provided that the notes would become convertible once the closing price of our common stock exceeded $24 per share (120% of the $20 per share conversion price) for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of a fiscal quarter. All or a portion of the notes are also redeemable for cash at our option on or after June 18, 2010 at par plus accrued and unpaid interest, if any. Holders of the notes may require us to repurchase all or a portion of their notes at par plus accrued and unpaid interest, if any, on June 15 of 2010, 2013 or 2018, or in the event of certain changes in control.

Maturities. Maturities of long term debt due before December 31, 2006 and for the next four years are as follows (in millions):

July 1, 2006 through December 31, 2006

$393

Year ending December 31,

 
 

2007

558

 

2008

637

 

2009

465

 

2010

606


NOTE 4 - STOCK PLANS AND AWARDS

Adoption of SFAS 123R. We adopted SFAS 123R effective January 1, 2006. This pronouncement requires companies to measure the cost of employee services received in exchange for an award of equity instruments (typically stock options) based on the grant-date fair value of the award. The fair value is estimated using option-pricing models. The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the award, which is usually the vesting period. Prior to the adoption of SFAS 123R, this accounting treatment was optional with pro forma disclosures required. We adopted SFAS 123R using the modified prospective transition method, which is explained below.

The adoption of SFAS 123R changes the accounting for our stock options and awards of restricted stock units ("RSUs") under our Long-Term Incentive and RSU Program, including RSUs with performance targets based on the achievement of specified stock price targets ("Stock Price Based RSU Awards"), as discussed below. Additionally, it changes the accounting for our employee stock purchase plan, which does not have a material impact on our statement of operations.

Stock Options. SFAS 123R is effective for all stock options we grant beginning January 1, 2006. Stock options granted prior to January 1, 2006, but for which the vesting period is not complete, have been accounted for using the modified prospective transition method provided by SFAS 123R. Under this method, we account for such options on a prospective basis, with expense being recognized in our statement of operations beginning in the quarter of adoption, the first quarter of 2006, using the grant-date fair values previously calculated for our pro forma disclosures. We will recognize the related compensation cost not previously recognized in the pro forma disclosures over the remaining vesting periods. Our options typically vest in equal annual installments over the required service period. Expense related to each portion of an option grant is recognized over the specific vesting period for those options.

The fair value of options is determined at the grant date using a Black-Scholes option-pricing model, which requires us to make several assumptions. The risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant. The dividend yield on our common stock is assumed to be zero since we historically have not paid dividends and have no current plans to do so in the future. The market price volatility of our common stock is based on the historical volatility of our common stock over a time period equal to the expected term of the option and ending on the grant date. The expected life of the options is based on our historical experience for various work groups.

The table below summarizes stock option activity pursuant to our plans for the six months ended June 30, 2006 (share data in thousands):

 




Options


Weighted-   
Average     
Exercise Price

Weighted- 
Average   
Contractual 
Life (Years)


Aggregate    
Intrinsic Value
    (millions)    

         

Outstanding at beginning of period

12,710 

$13.57

         

Granted

1,189 

$20.82

         

Exercised

(2,728)

$14.31

         

Cancelled

   (265)

$19.40

         

Outstanding at end of period

10,906 

$14.03

 

4.6

 

$174

 
               

Exercisable at end of period

 4,090 

$15.03

 

3.4

 

$ 63

 


In connection with pay and benefit cost reductions, we issued stock options for approximately 1.2 million shares of our common stock with a weighted average exercise price of $20.82 per share during the first six months of 2006. The majority of these options were issued to our flight attendants. The exercise price is the closing price of our common stock on the grant date. The options vest in three equal installments on the first, second and third anniversaries of the date of grant, and have terms of six years. The weighted-average fair value of options granted during the first half of 2006 was determined to be $9.62, based on the following weighted-average assumptions:

Risk-free interest rate

4.4%

Dividend yield

0%

Expected market price volatility of our common stock

63%

Expected life of options (years)

3.2


The total intrinsic value of options exercised during the six months ended June 30, 2006 was $33 million. Cash received from option exercises during the six months ended June 30, 2006 totaled $39 million.

The following tables summarize the range of exercise prices and the weighted average remaining contractual life of the options outstanding and the range of exercise prices for the options exercisable at June 30, 2006 (share data in thousands):

Options Outstanding


Range of
Exercise Prices



Outstanding

Weighted
Average Remaining
Contractual Life


Weighted Average
   Exercise Price   

       

$3.65-$11.87

 

500

 

2.9

 

$11.29

 

$11.89

 

7,060

 

5.5

 

$11.89

 

$11.96-$15.78

 

  1,879

 

1.3

 

$15.59

 

$15.90-$56.81

 

  1,467

 

5.2

 

$23.29

 
               

$3.65-$56.81

 

10,906

 

4.6

 

$14.03

 

 

Options Exercisable

Range of
Exercise Prices


Exercisable

Weighted Average
   Exercise Price    

     

$3.65-$11.87

 

214

 

$11.16

 

$11.89

 

1,842

 

$11.89

 

$11.96-$15.78

 

1,762

 

$15.68

 

$15.90-$56.81

 

   272

 

$35.07

 
           

$3.65-$56.81

 

4,090

 

$15.03

 

Stock Price Based RSU Awards. Stock Price Based RSU Awards made pursuant to our Long-Term Incentive and RSU Program can result in cash payments to our officers if there are specified increases in our stock price over multi-year performance periods. Prior to our adoption of SFAS 123R, we had recognized no liability or expense because the targets set forth in the program had not been met. However, SFAS 123R requires these awards to be measured at fair value at each reporting date with the related expense being recognized over the required service periods, regardless of whether the specified stock price targets have been met. The fair value is determined using a pricing model until the specified stock price target has been met, and is determined based on the current stock price thereafter. On January 1, 2006, we recognized a cumulative effect of change in accounting principle to record our liability related to the Stock Price Based RSU Awards at that date, which reduced earnings $26 million ($0.30 per basic share and $0.24 per diluted share).

On February 1, 2006, in light of the sacrifices made by their co-workers in connection with pay and benefit cost reduction initiatives, our officers voluntarily surrendered their Stock Price Based RSU Awards for the performance period ending March 31, 2006, which had vested during the first quarter of 2006 and would have otherwise paid out $23 million at the end of March 2006. Of the $26 million total cumulative effect of change in accounting principle recorded on January 1, 2006, $14 million related to the surrendered awards. Accordingly, upon surrender, we reported the reversal of the $14 million as a reduction of special charges in our statement of operations during the first quarter of 2006. The remaining $12 million of the cumulative effect of change in accounting principle was related to Stock Price Based RSU Awards with a performance period ending December 31, 2007, which were not surrendered.

During the first quarter of 2006, our stock price achieved the performance target price per share for 1.2 million Stock Price Based RSU Awards with a performance period ending December 31, 2007. Accordingly, we now measure these awards based on the current stock price (which was $29.80 per share at June 30, 2006) and will recognize the related expense ratably through December 31, 2007, after adjustment for changes in the market price of our common stock.

Profit Based RSU Awards.  During the second quarter of 2006, we issued 1.6 million profit-based RSU awards ("Profit Based RSU Awards") pursuant to our Long-Term Incentive and RSU Program that can result in cash payments to our officers upon achievement of specified profit-based performance targets. The performance targets require that we reach target levels of cumulative employee profit sharing that are the basis for calculating distributions to participants under our enhanced employee profit sharing plan during the period from April 1, 2006 through December 31, 2009 and that we have net income calculated in accordance with generally accepted accounting principles for the applicable fiscal year. To serve as a retention feature, payments related to the achievement of a performance target will generally be made in one-third annual increments to participants who remain continuously employed by us through each payment date. The earliest possible payment date is March 31, 2008. Payments are also conditioned on our having a minimum unrestricted cash, cash equivalents and short-term investments balance of $1.125 billion at the end of the fiscal year preceding the date any payment is made. If we do not achieve the cash hurdle applicable to a payment date, the payment will be deferred until the next payment date (March 31 of the next year), subject to a limit on the number of years payments may be carried forward. Payment amounts will be calculated based on the average price of our common stock during the 20-day trading period preceding the payment date and the payment percentage set by the Human Resources Committee of our Board of Directors for achieving the applicable profit-based performance target. Depending on the level of cumulative employee profit sharing, the payment percentage can range from 0% to 337.5% of the underlying Profit Based RSU Award.

Under SFAS 123R, we account for the Profit Based RSU Awards as liability awards. Once it is probable that a performance target will be met, we measure the awards at fair value based on the current stock price. The related expense is recognized ratably over the required service period, which ends on each payment date, after adjustment for changes in the market price of our common stock.

Impact of Adoption of SFAS 123R. The impact of adopting SFAS 123R on January 1, 2006 for the three and six months ended June 30, 2006, including the effects of grants of options and Profit Based RSU Awards and the vesting and surrender of Stock Price Based RSU Awards subsequent to January 1, 2006, was as follows (in millions, except per share data):

 

Increase (Decrease) in Net Income          

 

Three Months      

Ended June 30, 2006  

Six Months         

Ended June 30, 2006  

         

Wages, salaries and related costs

$(15)

 

$(32)

 

Special charges

    - 

 

 14 

 

Income before income taxes and cumulative effect
  of change in accounting principle


$(15)

 


$(18)

 

Cumulative effect of change in accounting
  principle


    - 

 


(26)

 

Net income

$(15)

 

$(44)

 
         

Earnings per share:

       

  Basic

$(0.16)

 

$(0.49)

 

  Diluted

$(0.13)

 

$(0.39)

 


As of June 30, 2006, $83 million of compensation cost attributable to future performance related to unvested employee stock options, Stock Price Based RSU Awards and Profit Based RSU Awards that are probable of being achieved had not yet been recognized. This amount will be recognized in expense over a weighted-average period of 2.1 years.

The following table illustrates the pro forma effect on net income (loss) and earnings (loss) per share for the three and six months ended June 30, 2005 had we applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-based Compensation" (in millions, except per share data):

 

Three Months      

Ended June 30, 2005  

Six Months        

Ended June 30, 2005  

         

Net income (loss), as reported

$ 100 

 

  (86)

 

Deduct total stock-based employee compensation
  expense determined under SFAS 123, net of
  tax in 2005



    (9)

 



   (11)

 

Net income (loss), pro forma

$   91 

 

$   (97)

 
         

Basic earnings (loss) per share:

       

  As reported

$1.49 

 

$(1.29)

 

  Pro forma

$1.35 

 

$(1.45)

 
         

Diluted earnings (loss) per share:

       

  As reported

$1.26 

 

$(1.29)

 

  Pro forma

$1.16 

 

$(1.46)

 

NOTE 5 - COMPREHENSIVE INCOME (LOSS)

We include changes in minimum pension liabilities and changes in the fair value of derivative financial instruments which qualify for hedge accounting in other comprehensive income (loss). For the second quarter of 2006 and 2005, total comprehensive income amounted to $331 million and $108 million, respectively. For the six months ended June 30, 2006 and 2005, total comprehensive income (loss) amounted to $300 million and $(90) million, respectively. Total comprehensive income for the three and six months ended June 30, 2006 was increased by reductions to the minimum pension liability of $136 million and $164 million, respectively, resulting from remeasurements of our pension obligation as a result of the pension settlement charges. Total comprehensive loss for the six months ended June 30, 2005 includes a loss adjustment of $23 million to the minimum pension liability resulting from the pension curtailment loss recorded in the first quarter of 2005. The remaining difference between the net income (loss) and total comprehensive income (loss) for each period was attributable to changes in the fair value of derivative financial instruments.

NOTE 6 - EMPLOYEE BENEFIT PLANS

Defined Benefit Pension Plans. Net periodic defined benefit pension expense for the three and six months ended June 30 included the following components (in millions):

 

Three Months  
Ended June 30, 

Six Months    
Ended June 30, 

 

 2006 

 2005 

 2006 

 2005 

         

Service cost

$ 15 

$ 20 

$ 30 

$ 60 

Interest cost

37 

36 

74 

79 

Expected return on plan assets

(31)

(31)

(62)

(62)

Amortization of prior service cost

Amortization of unrecognized net actuarial loss

    17 

    17 

    35 

    39 

Net periodic defined benefit pension expense

40 

44 

81 

123 

Settlement charge (included in special charges)

14 

29 

Curtailment loss (included in special charges)

     - 

     - 

     - 

   43 

Net defined benefit pension expense

$ 54 

$ 44 

$110 

$166 


During the first six months of 2006, we contributed $97 million to our defined benefit pension plans. We contributed an additional $75 million to these plans in July 2006. Including these contributions, based on current assumptions and applicable law, we expect to contribute a total of $258 million to our defined benefit pension plans in 2006 to meet our minimum funding obligations. During the first half of 2005, we contributed 12.1 million shares of ExpressJet Holdings, Inc. ("Holdings") common stock valued at $130 million to our primary defined benefit pension plan. We recognized gains of $98 million related to these contributions.

During the three and six months ended June 30, 2006, we recorded $14 million and $29 million non-cash settlement charges, respectively, related to lump sum distributions from our pilot-only defined benefit pension plan. SFAS No. 88, "Employer's Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits" ("SFAS 88"), requires the use of settlement accounting if, for a given year, the cost of all settlements exceeds, or is expected to exceed, the sum of the service cost and interest cost components of net periodic pension expense for the plan. Under settlement accounting, unrecognized plan gains or losses must be recognized immediately in proportion to the percentage reduction of the plan's projected benefit obligation. We anticipate that we will have additional non-cash settlement charges in the future in conjunction with lump-sum distributions to retiring pilots.

In the first quarter of 2005, we recorded a $43 million non-cash curtailment charge in accordance with SFAS 88 in connection with freezing the portion of our defined benefit pension plan related to our pilots, using actuarial assumptions consistent with those we used at December 31, 2004. SFAS 88 requires curtailment accounting if an event eliminates, for a significant number of employees, the accrual of defined benefits for some or all of their future services. In the event of a curtailment, a loss must be recognized for the unrecognized prior service cost associated with years of service no longer expected to be rendered.

Employee Profit Sharing Plan. In January 2005, we announced an enhanced employee profit sharing plan. The plan, which will be in place through December 31, 2009, creates an award pool for participating employees of 30% of the first $250 million of annual pre-tax income, 25% of the next $250 million and 20% of amounts over $500 million. For purposes of the plan, pre-tax net income excludes unusual or non-recurring items and is calculated prior to any costs associated with incentive compensation for executives with performance targets determined by the Human Resources Committee of our Board of Directors. Payment of profit sharing to participating employees occurs in the fiscal year following the year in which profit sharing is earned and the related expense is recorded. Substantially all of our employees (other than employees who participate in our management or officer bonus programs and employees who did not participate in pay and benefit concessions) participate in the plan.

Profit sharing expense is recorded each quarter based on the actual cumulative profits earned to date. Reductions in cumulative profits from quarter to quarter could result in the reversal of a portion or all of the previously recorded profit sharing expense. We recognized $60 million of profit sharing expense in the second quarter of 2006. This amount is included in wages, salaries and related costs in our consolidated statements of operations.

NOTE 7 - SPECIAL CHARGES

During the first and second quarters of 2006, we recorded non-cash settlement charges of $15 million and $14 million, respectively, related to lump sum distributions from our pilot-only defined benefit pension plan, as discussed in Note 6. As discussed in Note 4, on February 1, 2006, our officers voluntarily surrendered their vested Stock Price Based RSU Awards with a performance period ending March 31, 2006, resulting in a $14 million reduction of special charges. The remaining balance of special charges during the three and six months ended June 30, 2006 is attributable to our permanently grounded MD-80 aircraft. We reduced our allowance for future lease payments and return conditions following negotiated settlements with aircraft lessors and adjusted the carrying amount of our remaining owned MD-80 aircraft to current fair value.

In March 2005, we recorded a $43 million non-cash curtailment charge relating to the freezing of the portion of our defined benefit pension plan attributable to pilots, as discussed in Note 6.

NOTE 8 - INVESTMENT IN EXPRESSJET HOLDINGS

           We account for our investment in Holdings using the equity method of accounting. At June 30, 2006, we held 4.7 million shares, or an 8.6% interest, of Holdings. These 4.7 million shares had a market value of $32 million at June 30, 2006. Subject to market conditions, we intend to sell or otherwise dispose of all of our shares of Holdings common stock in the future.

As of June 30, 2006, our defined benefit pension plans no longer held any shares of Holdings common stock. During the second quarter of 2006, the independent fiduciary for these plans, which exercises sole and exclusive control over the voting and disposition of all securities owned by such plans, sold the plans' remaining shares.

NOTE 9 - REGIONAL CAPACITY PURCHASE AGREEMENTS

Regional Capacity Purchase, Net. Expenses related to our capacity purchase agreements are reported as regional capacity purchase, net in our consolidated statements of operations. Our most significant capacity purchase agreement is with ExpressJet. Regional capacity purchase, net includes all of ExpressJet's fuel expense plus a margin on ExpressJet's fuel expense up to a cap provided in the capacity purchase agreement and a related fuel purchase agreement (which margin applies only to the first 71.2 cents per gallon, including fuel taxes) and is net of our rental income on aircraft we lease to ExpressJet.

ExpressJet Capacity and Fleet Matters. Our capacity purchase agreement with ExpressJet covers all of ExpressJet's existing fleet. Under the agreement, we have the right to give no less than twelve months' notice to ExpressJet of our intent to reduce the number of its aircraft covered by the contract. In December 2005, we gave notice to ExpressJet that we would withdraw 69 of the 274 regional jet aircraft from the capacity purchase agreement because we believe the rates charged by ExpressJet for regional capacity are above the current market. The withdrawals are scheduled to begin in December 2006 and be completed during the summer of 2007. On May 5, 2006, ExpressJet notified us that it intends to keep all of the 69 regional jets covered by our withdrawal notice, as permitted by the capacity purchase agreement. Accordingly, ExpressJet must retain each of those 69 regional jets for the remaining term of the applicable underlying aircraft lease and, as each aircraft is withdrawn from the capacity purchase agreement, the implicit interest rate used to calculate the scheduled lease payments that ExpressJet will make to us under the applicable aircraft sublease will automatically increase by 200 basis points to compensate us for our continued participation in ExpressJet's lease financing arrangements.

Under our capacity purchase agreement with ExpressJet, ExpressJet has the option to (1) fly any of the withdrawn aircraft it retains for another airline (subject to its ability to obtain facilities, such as gates, ticket counters, hold rooms and other operations-related facilities, and subject to its arrangement with us that prohibits ExpressJet from flying under its or another carrier's code in or out of our hub airports during the term of the agreement), or (2) fly any of the withdrawn aircraft it retains under ExpressJet's own flight designator code, subject to its ability to obtain facilities and subject to ExpressJet's arrangement with us respecting our hubs. So long as we are ExpressJet's largest customer, if ExpressJet enters into an agreement with another major carrier (as defined in our capacity purchase agreement) to provide regional airline services on a capacity purchase or other similar economic basis for more than ten aircraft, we are entitled to the same or comparable economic terms and conditions on a most-favored-nations basis.

The capacity purchase agreement currently expires on December 31, 2010, but allows us to terminate the agreement at any time upon 12 months' notice, or at any time without notice for cause (as defined in the agreement). We may also terminate the agreement at any time upon a material breach by ExpressJet that does not constitute cause and continues for 90 days after notice of such breach, or without notice or opportunity to cure if we determine that there is a material safety concern with ExpressJet's flight operations. We have the option to extend the term of the agreement with 24 months' notice for up to four additional five-year terms through December 31, 2030.

As further discussed in Note 12, on July 21, 2006 we announced that we selected Chautauqua Airlines, Inc., a subsidiary of Republic Airways Holdings Inc., to provide and operate 44 regional jet aircraft on our behalf beginning in 2007 pursuant to a capacity purchase agreement.

NOTE 10 - SEGMENT REPORTING

We have two reportable segments: mainline and regional. We evaluate segment performance based on several factors, of which the primary financial measure is operating income (loss). However, we do not manage our business or allocate resources based on segment operating income or loss because (1) our flight schedules are designed to maximize revenue from passengers flying, (2) many operations of the two segments are substantially integrated (for example, airport operations, sales and marketing, scheduling and ticketing) and (3) management decisions are based on their anticipated impact on the overall network, not on one individual segment.

Financial information for the three and six months ended June 30 by business segment is set forth below (in millions):

 

Three Months     

Ended June 30,    

Six Months       

Ended June 30,    

 

  2006 

  2005 

  2006 

  2005 

         

Operating Revenue:

       
 

Mainline

$2,890 

$2,384 

$5,337 

$4,505 

 

Regional

   617 

   473 

1,116 

   857 

 

Total Consolidated

$3,507 

$2,857 

$6,453 

$5,362 

         

Operating Income (Loss):

       
 

Mainline

$    223 

$    157 

$    285 

$     75 

 

Regional

         21 

       (38)

       (30)

    (129)

 

Total Consolidated

$    244 

$    119 

$    255 

$   (54)

           

Net Income (Loss):

       
 

Mainline

$    179 

$    140 

$    166 

$    43 

 

Regional

     19 

    (40)

    (34)

  (129)

 

Total Consolidated

$    198 

$    100 

$    132 

$   (86)

Net income for the mainline segment for the six months ended June 30, 2006 includes the $26 million cumulative effect of change in accounting principle related to the adoption of SFAS 123R. The amounts presented above are presented on the basis of how our management reviews segment results. Under this basis, the regional segment's revenue includes a pro-rated share of our ticket revenue for segments flown by our regional carriers, and expenses include all activity related to the regional operations, regardless of whether such expenses were paid by us or our regional carriers.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Purchase Commitments. See Note 2 for a discussion of our aircraft purchase commitments.

Financings and Guarantees. We are the guarantor of approximately $1.7 billion aggregate principal amount of tax-exempt special facilities revenue bonds and interest thereon, excluding the US Airways contingent liability described below. These bonds, issued by various airport municipalities, are payable solely from our rentals paid under long-term agreements with the respective governing bodies. The leasing arrangements associated with approximately $1.5 billion of these obligations are accounted for as operating leases, and the leasing arrangements associated with approximately $200 million of these obligations are accounted for as capital leases in our financial statements.

We are contingently liable for US Airways' obligations under a lease agreement between US Airways and the Port Authority of New York and New Jersey related to the East End Terminal at LaGuardia airport. These obligations include the payment of ground rentals to the Port Authority and the payment of other rentals in respect of the full amounts owed on special facilities revenue bonds issued by the Port Authority having an outstanding par amount of $156 million at June 30, 2006 and a final scheduled maturity in 2015. If US Airways defaults on these obligations, we would be obligated to cure the default and we would have the right to occupy the terminal after US Airways' interest in the lease had been terminated.

We also have letters of credit and performance bonds relating to various real estate and customs obligations at June 30, 2006 in the amount of $56 million. These letters of credit and performance bonds have expiration dates through September 2008.

General Guarantees and Indemnifications. We are the lessee under many real estate leases. It is common in such commercial lease transactions for us, as the lessee, to agree to indemnify the lessor and other related third parties for tort liabilities that arise out of or relate to our use or occupancy of the leased premises. In some cases, this indemnity extends to related liabilities arising from the negligence of the indemnified parties, but usually excludes any liabilities caused by their gross negligence or willful misconduct. Additionally, we typically indemnify such parties for any environmental liability that arises out of or relates to our use of the leased premises.

In our aircraft financing agreements, we typically indemnify the financing parties, trustees acting on their behalf and other related parties against liabilities that arise from the manufacture, design, ownership, financing, use, operation and maintenance of the aircraft and for tort liability, whether or not these liabilities arise out of or relate to the negligence of these indemnified parties, except for their gross negligence or willful misconduct.

We expect that we would be covered by insurance (subject to deductibles) for most tort liabilities and related indemnities described above with respect to real estate we lease and aircraft we operate.

In our financing transactions structured as loans, we typically agree to reimburse lenders for any reduced returns with respect to the loans due to any change in capital requirements and, in the case of loans in which the interest rate is based on LIBOR, for certain other increased costs that the lenders incur in carrying these loans as a result of any change in law, subject in most cases to certain mitigation obligations of the lenders. At June 30, 2006, we had $1.0 billion of floating rate debt and $329 million of fixed rate debt, with remaining terms of up to 10 years, that is subject to these increased cost provisions. In several financing transactions involving loans or leases from non-U.S. entities, with remaining terms of up to 10 years and an aggregate carrying value of $1.1 billion, we bear the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S. entities to withholding taxes, subject to customary exclusions. In addition, in cross-border aircraft lease agreements for two 757 aircraft, we bear the risk of any change in U.S. tax laws that would subject lease payments made by us to a resident of Japan to withholding taxes, subject to customary exclusions. These capital leases for two 757 aircraft expire in 2008 and have a carrying value of $44 million at June 30, 2006.

We cannot estimate the potential amount of future payments under the foregoing indemnities and agreements due to unknown variables related to potential government changes in capital adequacy requirements or tax laws.

Financial Covenants. We and our wholly-owned subsidiaries Air Micronesia, Inc. ("AMI") and Continental Micronesia, Inc. ("CMI") have loans under a $350 million secured loan facility. The loans are secured by certain of our U.S.-Asia routes and related assets, all of the outstanding common stock of AMI and CMI and substantially all of the other assets of AMI and CMI, including route authorities and related assets. The loan documents require us to maintain a minimum balance of unrestricted cash and short-term investments of $1.0 billion at the end of each month. The loans may become due and payable immediately if we fail to maintain the monthly minimum cash balance and upon the occurrence of other customary events of default under the loan documents. If we fail to maintain a minimum balance of unrestricted cash and short-term investments of $1.125 billion, we and CMI will be required to make a mandatory aggregate $50 million prepayment of the loans.

In addition, if the ratio of the outstanding loan balance to the value of the collateral securing the loans, as determined by the most recently delivered periodic appraisal, is greater than 52.5% through October 2, 2006 and 48% thereafter, we and CMI will be required to post additional collateral or prepay the loans to reestablish a loan-to-collateral value ratio of not greater than the loan-to-collateral value ratio permitted on the date of determination. We are currently in compliance with these covenants. However, on or prior to October 3, 2006, in order to satisfy the 48% loan-to-collateral value ratio on such date, we will be required to post additional non-cash collateral in an amount not less than $60 million, prepay loans or post cash collateral in an amount not less than $29 million or a combination thereof.

Our bank-issued credit card processing agreement contains financial covenants which require, among other things, that we maintain a minimum EBITDAR (generally, earnings before interest, taxes, depreciation, amortization, aircraft rentals and income from affiliates, adjusted for special items) to fixed charges (interest and aircraft rentals) ratio for the preceding 12 months of 1.1 to 1.0. The liquidity covenant requires us to maintain a minimum level of $1.0 billion of unrestricted cash and short-term investments and a minimum ratio of unrestricted cash and short-term investments to current liabilities at each month end of .29 to 1.0. The agreement also requires us to maintain a minimum senior unsecured debt rating of Caa3 as rated by Moody's or CCC- as rated by Standard & Poor's. Although we are currently in compliance with all of the covenants, failure to maintain compliance would result in our being required to post up to an additional $560 million of cash collateral, which would adversely affect our liquidity. Depending on our unrestricted cash and short-term investments balance at the time, the posting of a significant amount of cash collateral could cause our unrestricted cash and short-term investments balance to fall below the $1.0 billion minimum balance required under our $350 million secured loan facility, resulting in a default under such facility.

Employees. As of June 30, 2006, we had approximately 43,450 employees, or 40,725 full-time equivalent employees. On January 29, 2006, our flight attendants ratified their new contract containing pay and benefit reductions and work rule changes. In March 2006, the three unionized workgroups at CMI voted on tentative agreements containing benefit reductions and work rule changes. The tentative agreement with the CMI technicians was ratified and implemented, while the tentative agreements with the CMI agents and the CMI flight attendants were not ratified. In May 2006, the CMI flight attendants ratified their agreement, which became effective June 1, 2006 and is amendable on December 31, 2010. We are continuing to negotiate with the union representing the CMI agents to obtain annual pay and benefit reductions and work rule changes. Although there can be no assurance that our generally good labor relations and high labor productivity will continue, we have established as a significant component of our business strategy the preservation of good relations with our employees, approximately 44% of whom are represented by unions.

Environmental Matters.  We could be responsible for environmental remediation costs primarily related to jet fuel and solvent contamination surrounding our aircraft maintenance hangar in Los Angeles.  In 2001, the California Regional Water Quality Control Board ("CRWQCB") mandated a field study of the site and it was completed in September 2001.  In April 2005, under the threat of a CRWQCB enforcement action, we began environmental remediation of jet fuel contamination surrounding our aircraft maintenance hangar pursuant to a workplan submitted to (and approved by) the CRWQCB and our landlord, the Los Angeles World Airports.

We have established a reserve for estimated costs of environmental remediation at Los Angeles and elsewhere in our system, based primarily on third party environmental studies and estimates as to the extent of the contamination and nature of the required remedial actions.  We expect our total losses from all environmental matters to be $44 million, for which we were fully accrued at June 30, 2006.  We have evaluated and recorded this accrual for environmental remediation costs separately from any related insurance recovery.  We do not have any receivables related to insurance recoveries at June 30, 2006.

Based on currently available information, we believe that our reserves for potential environmental remediation costs are adequate, although reserves could be adjusted as further information develops or circumstances change.  However, we do not expect these items to materially impact our results of operations, financial condition or liquidity.

Legal ProceedingsDuring the period between 1997 and 2001, we reduced or capped the base commissions that we paid to travel agents, and in 2002 we eliminated such base commissions.  These actions were similar to those also taken by other air carriers.  We are now a defendant, along with several other air carriers, in two lawsuits brought by travel agencies that purportedly opted out of a prior class action entitled Sarah Futch Hall d/b/a/ Travel Specialists v. United Air Lines, et al. (U.S.D.C. Eastern District of North Carolina) filed on June 21, 2000, in which the defendant airlines prevailed on summary judgment that was upheld on appeal. These similar suits against Continental and other major carriers allege violations of antitrust laws in reducing and ultimately eliminating the base commission formerly paid to travel agents. The pending cases are Tam Travel, Inc. v. Delta Air Lines, Inc., et al. (U.S.D.C., Northern District of California), filed on April 9, 2003 and Swope Travel Agency, et al. v. Orbitz LLC et al. (U.S.D.C., Eastern District of Texas), filed on June 5, 2003. By order dated November 10, 2003, these actions were transferred and consolidated for pretrial purposes by the Judicial Panel on Multidistrict Litigation to the Northern District of Ohio. Discovery has commenced.

In each of the foregoing cases, we believe the plaintiffs' claims are without merit and we are vigorously defending the lawsuits.  Nevertheless, a final adverse court decision awarding substantial money damages could have a material impact on our results of operations, financial condition or liquidity.

We and/or certain of our subsidiaries are defendants in various other lawsuits and proceedings arising in the normal course of business.  Although the outcome of these lawsuits and proceedings cannot be predicted with certainty and could have a material adverse effect on our results of operations, financial condition or liquidity, it is our opinion, after consulting with outside counsel, that the ultimate disposition of such suits will not have a material adverse effect on our results of operations, financial condition or liquidity.

NOTE 12 - SUBSEQUENT EVENTS

Investment in Copa. On July 5, 2006, we sold 7.5 million shares of Class A common stock of Copa Holdings, S.A. ("Copa"), the parent company of Copa Airlines, for $156 million in cash, net of underwriting fees. This sale reduced our ownership in Copa to 4.4 million shares, which represents a 10% interest. We will recognize a gain of $92 million in the third quarter of 2006 related to this transaction.

Regional Capacity Purchase. On July 21, 2006, we announced our selection of Chautauqua Airlines, Inc. to provide and operate 44 regional jets as a Continental Express carrier beginning in 2007, under a new capacity purchase agreement. We intend to use these aircraft to replace a portion of the capacity represented by the 69 regional jet aircraft being retained by ExpressJet under its agreement with us. Chautauqua, a subsidiary of Republic Airways Holdings Inc., will operate 50-seat regional jets on our behalf, under the Continental Express brand. We will continue to schedule and market all of our Continental Express regional jet service. Our agreement with Chautauqua calls for us to pay a fixed fee to Chautauqua, which is subject to specified reconciliations and annual escalations, for their operation of the aircraft. Chautauqua will supply the 44 aircraft that it will operate under the agreement. The agreement has a five year term with respect to ten aircraft and an average term of 2.5 years for the balance of the aircraft. In addition, we have the right to extend the agreement with respect to any of the aircraft on the same terms for five one-year terms. In the case of up to 24 of the aircraft, this right will be subject to the terms of the related aircraft lease. We currently have no plans to replace 25 of the 69 50-seat regional jets retained by ExpressJet.

I tem 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.

The following discussion contains forward-looking statements that are not limited to historical facts, but reflect our current beliefs, expectations or intentions regarding future events. In connection therewith, please see the risk factors set forth in Item 1A of our 2005 Form 10-K and Part II, Item 1A of this report, which identify important factors such as the consequences of our significant financial losses and high leverage, terrorist attacks, domestic and international economic conditions, the significant cost of aircraft fuel, labor costs, competition and industry conditions including the demand for air travel, the airline pricing environment and industry capacity decisions, regulatory matters, disruptions in our computer systems and the seasonal nature of the airline business (the second and third quarters are generally stronger than the first and fourth quarters).  We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report.

General information about us can be found at http://www.continental.com/company/ investor. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge through our website as soon as reasonably practicable after we file them with, or furnish them to, the Securities and Exchange Commission.

OVERVIEW

We recorded net income of $198 million for the second quarter of 2006, as compared to net income of $100 million for the second quarter of 2005 (which included a gain of $47 million related to the contribution of 6.1 million shares of Holdings common stock to our defined pension benefit plan). The higher net income in the second quarter of 2006 was the result of higher revenue and our cost-savings initiatives, primarily pay and benefit reductions and work rule changes. Although the current U.S. domestic network carrier environment continues to improve as several of our network competitors reduce domestic capacity and as carriers have increased fares in response to record high fuel prices, those high fuel prices continue to pressure all carriers. Further increases in jet fuel prices or disruptions in fuel supplies could have a material adverse effect on our results of operations, financial condition and liquidity. Additionally, a number of our competitors are increasing their international capacity, which is resulting in pressure on yields in impacted markets.

Among the many factors that threaten us are the continued rapid growth of low-cost carriers and resulting pressure on domestic fares, high fuel costs, excessive taxation and significant pension liabilities. In addition to competition from low-cost carriers, we are facing stronger competition from carriers that have filed for bankruptcy protection, such as Delta Air Lines and Northwest Airlines (both of which filed for bankruptcy in September 2005), and from carriers recently emerged from bankruptcy, including US Airways (which emerged from bankruptcy in September 2005, for the second time since 2002) and United Airlines (which emerged from over three years of bankruptcy protection in February 2006). Carriers in bankruptcy are able to achieve substantial cost reductions through, among other things, reduction or discharge of debt, lease and pension obligations and wage and benefit reductions.

We have suffered substantial losses since September 11, 2001, the magnitude of which is not sustainable if those losses were to continue. Our ability to return to sustained profitability depends, among other factors, on implementing and maintaining a more competitive cost structure, retaining our length-of-haul adjusted revenue per available seat mile ("RASM") premium to the industry and responding effectively to the factors that threaten the airline industry as a whole. We have attempted to return to sustained profitability by implementing the majority of $1.1 billion of annual cost-cutting and revenue-generating measures since 2002, and we have also achieved agreements or arrangements for substantially all of the $500 million reduction in annual pay and benefits costs and work rule changes on a run-rate basis that we targeted in late 2004.

We believe that under current conditions, absent adverse factors outside of our control, such as additional terrorist attacks, hostilities involving the United States, or further significant increases in jet fuel prices, our existing liquidity and projected operating cash flows will be sufficient to fund our current operations and other financial obligations through 2007.

 

RESULTS OF OPERATIONS

The following discussion provides an analysis of our results of operations and reasons for material changes therein for the three and six months ended June 30, 2006 as compared to the corresponding periods ended June 30, 2005.

Comparison of Three Months Ended June 30, 2006 to Three Months Ended June 30, 2005

Consolidated Results of Operations

We recorded a consolidated net income of $198 million for the second quarter of 2006 as compared to a consolidated net income of $100 million for the second quarter of 2005. We consider a key measure of our performance to be operating income, which was $244 million for the second quarter of 2006, as compared $119 million for the second quarter of 2005. Significant components of our consolidated operating results are as follows (in millions, except percentage changes):

 

Three Months       
Ended June 30,     


Increase   


% Increase

 

  2006  

  2005  

(Decrease)

(Decrease)

         

Operating Revenue:

       

Passenger

$3,227 

$2,621 

$606 

 

23.1 %

 

Cargo

112 

97 

15 

 

15.5 %

 

Other, net

   168 

   139 

  29 

 

20.9 %

 

3,507 

2,857 

650 

 

22.8 %

 
             

Operating Expenses:

           

Aircraft fuel and related taxes

791 

575 

216 

 

37.6 %

 

Wages, salaries and related costs

744 

649 

95 

 

14.6 %

 

Regional capacity purchase, net

454 

382 

72 

 

18.8 %

 

Aircraft rentals

248 

229 

19 

 

8.3 %

 

Landing fees and other rentals

198 

181 

17 

 

9.4 %

 

Distribution costs

178 

154 

24 

 

15.6 %

 

Maintenance, materials and repairs

140 

106 

34 

 

32.1 %

 

Depreciation and amortization

97 

98 

(1)

 

(1.0)%

 

Passenger services

90 

84 

 

7.1 %

 

Special charges

     10 

     - 

     10 

 

NM    

 

Other

   313 

   280 

  33 

 

11.8 %

 
 

3,263 

2,738 

525 

 

19.2 %

 
             

Operating Income

  244 

  119 

125 

 

105.0 %

 
             

Nonoperating Income (Expense)

   (46)

   (19)

  27 

 

NM    

 
             

Income before Income Taxes

198 

100 

98 

 

98.0 %

 
             

Income Taxes

      -  

      -  

    -  

 

-       

 
             

Net Income

$ 198 

$ 100 

$ 98 

 

98.0 %

 

 

Operating Revenue. Passenger revenue increased 23.1% due to increased capacity and traffic and higher fares. Consolidated revenue passenger miles for the quarter increased 15.2% year-over-year on a capacity increase of 10.9%, which produced a consolidated load factor for the second quarter of 2006 of 82.7%, up 3.1 points over the same period in 2005. Consolidated yield increased 6.9% year-over-year. Consolidated RASM for the quarter increased 11.0% year-over-year due to higher yield and load factors. The improved RASM reflects recent fuel-driven fare increases and our actions taken to improve the mix of local versus flow traffic and reduce discounting.

The table below shows passenger revenue for the quarter ended June 30, 2006 and period to period comparisons for passenger revenue, RASM and available seat miles ("ASMs") by geographic region for our mainline and regional operations:

 


Passenger Revenue

Percentage Increase in                 
Second Quarter 2006 vs Second Quarter 2005

 

      (in millions)      

Passenger Revenue

RASM

ASMs

         

Domestic

$1,465

 

18.1%

 

12.4%

5.1%

Trans-Atlantic

570

 

25.8%

 

4.7%

20.1%

Latin America

346

 

30.6%

 

11.2%

17.4%

Pacific

   217

 

21.6%

 

7.2%

13.5%

Total Mainline

2,598

 

21.6%

 

9.7%

10.8%

             

Regional

  629

 

30.0%

 

16.6%

11.5%

             

Total System

$3,227

 

23.1%

 

11.0%

10.9%

Cargo revenue increased 15.5% primarily due to higher freight and mail volumes and increases in freight fuel surcharges. Other revenue increased due to higher revenue associated with sales of mileage credits in our OnePass frequent flyer program and passenger service fees.

Operating Expenses. Aircraft fuel and related taxes increased 37.6% due to a significant rise in fuel prices, combined with a 10.8% increase in mainline ASMs. The average jet fuel price per gallon including related taxes increased 26.4% to $2.11 in the second quarter of 2006 from $1.67 in the second quarter of 2005. Fuel expense was reduced by gains of approximately $9 million related to our fuel hedging program in the second quarter of 2006. We had no fuel hedges in place during 2005. Wages, salaries and related costs increased 14.6% primarily due to a $60 million increase in profit sharing expense, an increase in the average number of employees to support our growth and $15 million additional expense in 2006 related to stock options, Stock Price Based RSU Awards and Profit Based RSU Awards following the adoption of SFAS 123R, partially offset by pay and benefit reductions and work rule changes.

Expenses related to our capacity purchase agreements are reported in regional capacity purchase, net. Our most significant capacity purchase agreement is with ExpressJet. Regional capacity purchase, net includes all of ExpressJet's fuel expense plus a margin on ExpressJet's fuel expense up to a cap provided in the capacity purchase agreement and a related fuel purchase agreement (which margin applies only to the first 71.2 cents per gallon, including fuel taxes) and is net of our rental income on aircraft we lease to ExpressJet. The net expense was higher in the second quarter of 2006 than in the corresponding quarter of 2005 due to increased flight activity, a larger fleet at ExpressJet and increased fuel prices, offset in part by lower block hour rates.

Aircraft rentals increased due to new mainline and regional aircraft delivered in 2005 and 2006. Landing fees and other rentals were higher primarily due to increased flight activity. Distribution costs increased primarily due to higher credit card fees and reservation costs related to the increase in revenue. Maintenance, materials and repairs increased primarily due to a higher contractual repair rates associated with a maturing fleet and increased flight hours. Other operating expenses increased primarily due to a higher number of international flights which resulted in increased air navigation, ground handling, security and related expenses.

During the second quarter of 2006, we recorded a $14 million settlement charge related to lump sum distributions from our pilot-only defined benefit pension plan. The remaining balance of the net special item recognized during the second quarter of 2006 is attributable to our permanently grounded MD-80 aircraft. We reduced our allowance for future lease payments and return conditions following negotiated settlements with aircraft lessors.

Nonoperating Income (Expense). Nonoperating income (expense) includes net interest expense (interest expense less interest income and capitalized interest), income from affiliates, and gains from dispositions of investments. Total nonoperating income (expense) was a net expense in the second quarters of both 2006 and 2005. The net expense increased $27 million in the second quarter of 2006 compared to the second quarter of 2005 primarily due to gains of $47 million in 2005 related to the contribution of 6.1 million shares of Holdings common stock to our primary defined benefit pension plan. Net interest expense decreased $19 million in 2006 primarily as a result of interest income on our higher cash balances. Income from affiliates, which includes income related to our tax sharing agreement with Holdings and our equity in the earnings of Copa and Holdings, was $3 million lower in 2006 as compared to 2005 as a result of our reduced ownership interest in Copa and Holdings and less income from our tax sharing agreement with Holdings.

Income Tax Benefit (Expense).  Beginning in the first quarter of 2004, we concluded that we were required to provide a valuation allowance for deferred tax assets due to our continued losses and our determination that it was more likely than not that such deferred tax assets would ultimately not be realized. As a result, our losses subsequent to that point were not reduced by any tax benefit. Consequently, we also did not record any provision for income taxes on our pre-tax income for the second quarters of 2005 and 2006 because we utilized a portion of the operating loss carryforwards for which we had not previously recognized a benefit.

Segment Results of Operations

We have two reportable segments: mainline and regional. The mainline segment consists of flights using jets that have a capacity of greater than 100 seats while the regional segment consists of flights using jets with a capacity of 50 or fewer seats. The regional segment is operated by our regional carriers through capacity purchase agreements. Our most significant capacity purchase agreement is with ExpressJet. Under our capacity purchase agreements, we handle all of the scheduling and are responsible for setting prices and selling all of the seat inventory. In exchange for the regional carriers' operation of the flights, we pay them for each scheduled block hour based on the applicable agreed upon formula. Under the agreements, we recognize all passenger, cargo and other revenue associated with each flight, and are responsible for all revenue-related expenses, including commissions, reservations, catering and terminal rent at hub airports.

We evaluate segment performance based on several factors, of which the primary financial measure is operating income (loss). However, we do not manage our business or allocate resources based on segment operating profit or loss because (1) our flight schedules are designed to maximize revenue from passengers flying, (2) many operations of the two segments are substantially integrated (for example, airport operations, sales and marketing, scheduling and ticketing), and (3) management decisions are based on their anticipated impact on the overall network, not on one individual segment.

Mainline. Significant components of our mainline segment's operating results are as follows (in millions, except percentage changes):

 

Three Months          
Ended June 30,         


Increase  


% Increase

 

  2006  

  2005  

(Decrease)

(Decrease) 

         

Operating Revenue

$2,890

$2,384 

$506 

 

21.2 %

 
             

Operating Expenses:

           

  Aircraft fuel and related taxes

791

575 

216

 

37.6 %

 

  Wages, salaries and related costs

733

638 

95

 

14.9 %

 

  Aircraft rentals

170

158 

12

 

7.6 %

 

  Landing fees and other rentals

187

169 

18

 

10.7 %

 

  Distribution costs

147

131 

16

 

12.2 %

 

  Maintenance, materials and repairs

140

106 

34

 

32.1 %

 

  Depreciation and amortization

94

96 

(2)

 

(2.1)%

 

  Passenger services

86

80 

 

7.5 %

 

  Special charges

10

10 

 

NM   

 

  Other

   309

   274 

  35 

 

12.8 %

 
 

2,667

2,227 

440 

 

19.8 %

 
             

Operating Income

$  223

$   157 

$ 66 

 

42.0 %

 


The variances in specific line items for the mainline segment are due to the same factors discussed under consolidated results of operations.

Regional. Significant components of our regional segment's operating results are as follows (in millions, except percentage changes):

Three Months          
Ended June 30,        


Increase  


% Increase

 

  2006  

  2005  

(Decrease)

(Decrease) 

         

Operating Revenue

$617

$473 

$144 

 

30.4 %

 
             

Operating Expenses:

           

  Wages, salaries and related costs

11

11 

 

-      

 

  Regional capacity purchase, net

454

382 

72 

 

18.8 %

 

  Aircraft rentals

78

71 

 

9.9 %

 

  Landing fees and other rentals

11

12 

(1)

 

(8.3)%

 

  Distribution costs

31

23 

 

34.8 %

 

  Depreciation and amortization

3

 

50.0 %

 

  Passenger services

4

 

-      

 

  Other

    4

    6 

  (2)

 

(33.3)%

 
 

596

511 

  85 

 

16.6 %

 
             

Operating Income (Loss)

$ 21

$(38)

$ 59 

 

NM    

 

The reported results of our regional segment do not reflect the total contribution of the regional segment to our system-wide operations. The regional segment generates additional revenue for the mainline segment as it feeds traffic between smaller cities and our mainline hubs.

The variances in specific line items for the regional segment are due to the growth in our regional operations and reflect generally the same factors discussed under consolidated results of operations. ASMs for our regional operations increased by 11.5% in the second quarter of 2006 as compared to the second quarter of 2005.

Regional capacity purchase, net was higher due to increased flight activity at ExpressJet and higher fuel costs, partially offset by the higher number of regional jets leased by ExpressJet from us. The net amounts consist of the following (in millions, except percentage changes):

 

Three Months                
Ended June 30,              

   
 

  2006      

  2005           

Increase  

% Increase

         

Capacity purchase expenses

$422 

 

$388 

 

$34

 

8.8%

 

Fuel and fuel taxes in excess of 71.2
  cents per gallon cap


115 

 


70 

 


45

 


64.3%

 

Aircraft sublease income

 (83)

 

 (76)

 

   7

 

9.2%

 

Regional capacity purchase, net

$454 

 

$382 

 

$72

 

18.8%

 

 

Comparison of Six Months Ended June 30, 2006 to Six Months Ended June 30, 2005

Consolidated Results of Operations

We recorded a consolidated net income of $132 million for the six months ended June 30, 2006 as compared to a consolidated net loss of $86 million for the six months ended June 30, 2005. Our net income for the six months ended June 30, 2006 includes a cumulative effect of change in accounting principle of $26 million related to our adoption of SFAS 123R effective January 1, 2006. See Note 4 in the Notes to Consolidated Financial Statements contained in Item 1 for a discussion of the impact of adopting this new standard. We consider the key measure of our performance to be operating income (loss), which was income of $255 million for the six months ended June 30, 2006, as compared to a loss of $54 million for the six months ended June 30, 2005. Significant components of our consolidated operating results are as follows (in millions, except percentage changes):

 

Six Months         

   

Ended June 30,      

Increase   
(Decrease)

% Increase
(Decrease)

  2006   

  2005   

         

Operating Revenue:

       

Passenger

$5,911 

$4,888 

$1,023 

 

20.9 %

 

Cargo

218 

196 

22 

 

11.2 %

 

Other, net

   324 

   278 

     46 

 

16.5 %

 

6,453 

5,362 

1,091 

 

20.3 %

 
             

Operating Expenses:

           

Aircraft fuel and related taxes

1,452 

1,045 

407 

 

38.9 %

 

Wages, salaries and related costs

1,416 

1,364 

52 

 

3.8 %

 

Regional capacity purchase, net

869 

735 

134 

 

18.2 %

 

Aircraft rentals

493 

455 

38 

 

8.4 %

 

Landing fees and other rentals

383 

352 

31 

 

8.8 %

 

Distribution costs

338 

291 

47 

 

16.2 %

 

Maintenance, materials and repairs

267 

218 

49 

 

22.5 %

 

Depreciation and amortization

193 

197 

(4)

 

(2.0)%

 

Passenger services

171 

162 

 

5.6 %

 

Special charges

     43 

(40)

 

NM    

 

Other

  613 

   554 

     59 

 

10.6 %

 
 

6,198 

5,416 

   782 

 

14.4 %

 
             

Operating Income (Loss)

  255 

    (54)

   309 

 

NM    

 
             

Nonoperating Income (Expense)

  (97)

   (32)

    65 

 

NM    

 
             

Income (Loss) before Income Taxes and
Cumulative Effect of Change in
Accounting Principle



158 



(86)



244 

 



NM    

 
             

Income Taxes

 

-       

 
             

Cumulative Effect of Change in Accounting
Principle


 (26)


        - 


  (26)

 


NM    

 
             

Net Income (Loss)

$  132 

$  (86)

$  218 

 

NM    

 

Operating Revenue. Passenger revenue increased 20.9% due to increased capacity and traffic and higher fares. Consolidated revenue passenger miles for the first half of 2006 increased 13.8% year-over-year on a capacity increase of 10.8%, which produced a consolidated load factor for the first half of 2006 of 80.4%, up 2.1 points over the same period in 2005. Consolidated yield increased 6.2% year-over-year. Consolidated RASM for the six months ended June 30, 2006 increased 9.1% year-over-year due to higher yield and load factors. The improved RASM also reflects recent fuel driven fare increases and our actions taken to improve the mix of local versus flow traffic and reduce discounting.

The table below shows passenger revenue for the six months ended June 30, 2006 and period to period comparisons for passenger revenue, RASM and ASMs by geographic region for our mainline and regional operations:

 


Passenger Revenue

Percentage Increase in June 30,          
 2006 YTD vs June 30, 2005 YTD        

 

      (in millions)      

Passenger Revenue

RASM

ASMs

         

Domestic

$2,718

 

16.2%

 

10.3%

5.3%

Trans-Atlantic

960

 

25.7%

 

3.7%

21.3%

Latin America

672

 

21.6%

 

7.1%

13.5%

Pacific

   421

 

18.8%

 

3.5%

14.8%

Total Mainline

4,771

 

19.0%

 

7.6%

10.7%

             

Regional

1,140

 

29.8%

 

15.9%

12.0%

             

Total System

$5,911

 

20.9%

 

9.1%

10.8%

Cargo revenue increased 11.2% due to higher freight and mail volumes and increases in freight fuel charges. Other revenue increased due to higher revenue associated with sales of mileage credits in our OnePass frequent flyer program and passenger service fees.

Operating Expenses. Aircraft fuel and related taxes increased 38.9% due to a significant rise in fuel prices, combined with a 10.7% increase in mainline ASMs. The average jet fuel price per gallon including related taxes increased 28.5% to $2.01 in the first half of 2006 from $1.56 in the first half of 2005. Fuel expense was reduced by gains of approximately $8 million related to our fuel hedging program in the first half of 2006. We had no fuel hedges in place during 2005. Wages, salaries and related costs increased 3.8% primarily due to a $60 million increase in profit sharing expense, an increase in the average number of employees to support our growth and $32 million additional expense in 2006 related to stock options, Stock Price Based RSU Awards and Profit Based RSU Awards following the adoption of SFAS 123R, largely offset by pay and benefit reductions and work rule changes.

Expenses related to our capacity purchase agreements are reported in regional capacity purchase, net. Our most significant capacity purchase agreement is with ExpressJet. Regional capacity purchase, net includes all of ExpressJet's fuel expense plus a margin on ExpressJet's fuel expense up to a cap provided in the capacity purchase agreement and a related fuel purchase agreement (which margin applies only to the first 71.2 cents per gallon, including fuel taxes) and is net of our rental income on aircraft we lease to ExpressJet. The net expense was higher in the first half of 2006 than in the corresponding six months of 2005 due to increased flight activity, a larger fleet at ExpressJet and increased fuel prices, offset in part by lower block hour rates.

Aircraft rentals increased due to new mainline and regional aircraft delivered in 2005 and 2006. Landing fees and other rentals were higher primarily due to increased flight activity. Distribution costs increased primarily due to higher credit card fees and reservation costs related to the increase in revenue. Maintenance, materials and repairs increased primarily due to higher contractual repair rates associated with a maturing fleet and increased flight hours. Other operating expenses increased primarily due to a higher number of international flights, which resulted in increased air navigation, ground handling, security and related expenses.

During the first half of 2006, we recorded settlement charges of $29 million related to lump sum distributions from our pilot-only defined benefit pension plan. Additionally, on February 1, 2006, our officers voluntarily surrendered their vested Stock Price Based RSU Awards with a performance period ending March 31, 2006, resulting in a $14 million reduction of special charges. The remaining balance of special charges recognized during the first half of 2006 is attributable to our permanently grounded MD-80 aircraft. We reduced our allowance for future lease payments and return conditions following negotiated settlements with aircraft lessors and adjusted the carrying amount of our remaining owned MD-80 aircraft to current fair value.

In March 2005, we recorded a $43 million non-cash curtailment charge relating to the freezing of the portion of our defined benefit pension plan attributable to pilots.

Nonoperating Income (Expense). Nonoperating income (expense) includes net interest expense (interest expense less interest income and capitalized interest), income from affiliates, and gains from dispositions of investments. Total nonoperating income (expense) was a net expense in the first half of both 2006 and 2005. The net expense increased $65 million in the first half of 2006 compared to the first half of 2005 primarily due to gains of $98 million in 2005 related to the contribution of 12.1 million shares of Holdings common stock to our primary defined benefit pension plan. Net interest expense decreased $30 million in 2006 primarily as a result of interest income on our higher cash balances. Income from affiliates, which includes income related to our tax sharing agreement with Holdings and our equity in the earnings of Copa and Holdings, was $6 million lower in 2006 as compared to 2005 as a result of our reduced ownership interest in Copa and Holdings and less income from our tax sharing agreement with Holdings.

Income Tax Benefit (Expense).  Beginning in the first quarter of 2004, we concluded that we were required to provide a valuation allowance for deferred tax assets due to our continued losses and our determination that it was more likely than not that such deferred tax assets would ultimately not be realized. As a result, our losses subsequent to that point were not reduced by any tax benefit. Consequently, we also did not record any provision for income taxes on our pre-tax income for the first six months of 2006 because we utilized a portion of the operating loss carryforwards for which we had not previously recognized a benefit.

Segment Results of Operations

Mainline. Significant components of our mainline segment's operating results are as follows (in millions, except percentage changes):

 

Six Months        
Ended June 30,      


Increase  


% Increase

 

  2006  

  2005  

(Decrease)

(Decrease) 

         

Operating Revenue

$5,337

$4,505 

$832 

 

18.5 %

 
             

Operating Expenses:

           

  Aircraft fuel and related taxes

1,452

1,045 

407 

 

38.9 %

 

  Wages, salaries and related costs

1,394

1,342 

52 

 

3.9 %

 

  Aircraft rentals

339

315 

24 

 

7.6 %

 

  Landing fees and other rentals

361

330 

31 

 

9.4 %

 

  Distribution costs

281

246 

35 

 

14.2 %

 

  Maintenance, materials and repairs

267

218 

49 

 

22.5 %

 

  Depreciation and amortization

187

192 

(5)

 

(2.6)%

 

  Passenger services

163

155 

 

5.2 %

 

  Special charges

3

43 

(40)

 

(93.0)%

 

  Other

   605

    544 

  61 

 

11.2 %

 
 

5,052

4,430 

622 

 

14.0 %

 
             

Operating Income

$  285

$     75 

$210 

 

280.0 %

 


The variances in specific line items for the mainline segment are due to the same factors discussed under consolidated results of operations.

Regional. Significant components of our regional segment's operating results are as follows (in millions, except percentage changes):

 

Six Months          
Ended June 30,       


Increase  


% Increase

 

  2006  

  2005  

(Decrease)

(Decrease) 

         

Operating Revenue

$1,116 

$857 

$259 

 

30.2 %

 
             

Operating Expenses:

           

  Wages, salaries and related costs

22 

22 

 

-      

 

  Regional capacity purchase, net

869 

735 

134 

 

18.2 %

 

  Aircraft rentals

154 

140 

14 

 

10.0 %

 

  Landing fees and other rentals

22 

22 

 

-      

 

  Distribution costs

57 

45 

12 

 

26.7 %

 

  Depreciation and amortization

 

20.0 %

 

  Passenger services

 

14.3 %

 

  Other

       8 

   10 

  (2)

 

(20.0)%

 
 

1,146 

 986 

160 

 

16.2 %

 
             

Operating Loss

$  (30)

$(129)

$ 99 

 

(76.7)%

 

The reported results of our regional segment do not reflect the total contribution of the regional segment to our system-wide operations. The regional segment generates additional revenue for the mainline segment as it feeds traffic between smaller cities and our mainline hubs.

The variances in specific line items for the regional segment are due to the growth in our regional operations and reflect generally the same factors discussed under consolidated results of operations. ASMs for our regional operations increased by 12.0% in the first half of 2006 as compared to the first half of 2005.

Regional capacity purchase, net was higher due to increased flight activity at ExpressJet and higher fuel costs, partially offset by the higher number of regional jets leased by ExpressJet from us. The net amounts consist of the following (in millions, except percentage changes):

 

Six Months                
Ended June 30,               

   
 

  2006      

  2005           

Increase  

% Increase

         

Capacity purchase expenses

$829 

 

$763 

 

$  66

 

8.7%

 

Fuel and fuel taxes in excess of 71.2
  cents per gallon cap


205 

 


123 

 


82

 


66.7%

 

Aircraft sublease income

(165)

 

(151)

 

  14

 

9.3%

 

Regional capacity purchase, net

$869 

 

$ 735 

 

$134

 

18.2%

 


 

Statistical Information.

 

Three Months Ended

 

 

          June 30,           

Net    

 

 2006   

   2005   

Increase

       

Mainline Operations:

     

Passengers (thousands) (1)

12,746

11,465

11.2%

Revenue passenger miles (millions) (2)

20,633

18,046

14.3%

Available seat miles (millions) (3)

24,885

22,456

10.8%

Cargo ton miles (millions)

263

237

11.0%

Passenger load factor (4)

82.9%

80.4%

2.5 pts.

       

Passenger revenue per available seat mile (cents)

10.44

9.52

9.7%

Total revenue per available seat mile (cents)

11.61

10.62

9.3%

Average yield per revenue passenger mile (cents) (5)

12.59

11.84

6.3%

Average segment fare per revenue passenger

$206.33

$189.18

9.1%

       

Cost per available seat mile, including special charges (cents) (6)

10.72

9.92

8.1%

Average price per gallon of fuel, including fuel taxes (cents)

210.95

166.95

26.4%

Fuel gallons consumed (millions)

375

344

9.0%

       

Actual aircraft in fleet at end of period (7)

360

348

3.4%

Average length of aircraft flight (miles)

1,435

1,374

4.4%

Average daily utilization of each aircraft (hours) (8)

11:23

10:37

7.3%

       

Regional Operations:

     

Passengers (thousands) (1)

4,850

4,075

19.0%

Revenue passenger miles (millions) (2)

2,734

2,246

21.7%

Available seat miles (millions) (3)

3,374

3,026

11.5%

Passenger load factor (4)

81.0%

74.2%

6.8 pts.

Passenger revenue per available seat mile (cents)

18.66

16.00

16.6%

Average yield per revenue passenger mile (cents) (5)

23.03

21.56

6.8%

Actual aircraft in fleet at end of period (7)

274

256

7.0%

       

Consolidated Operations (Mainline and Regional):

     

Passengers (thousands) (1)

17,596

15,540

13.2%

Revenue passenger miles (millions) (2)

23,367

20,292

15.2%

Available seat miles (millions) (3)

28,259

25,482

10.9%

Passenger load factor (4)

82.7%

79.6%

3.1 pts.

Passenger revenue per available seat mile (cents)

11.42

10.29

11.0%

Average yield per revenue passenger mile (cents) (5)

13.81

12.92

6.9%

(continued on next page)

 

Six Months Ended   

 
 

          June 30,           

Net   

 

 2006   

   2005   

Increase

       

Mainline Operations:

     

Passengers (thousands) (1)

24,232

22,063

9.8%

Revenue passenger miles (millions) (2)

38,651

34,205

13.0%

Available seat miles (millions) (3)

47,919

43,301

10.7%

Cargo ton miles (millions)

525

497

5.6%

Passenger load factor (4)

80.7%

79.0%

1.7 pts.

       

Passenger revenue per available seat mile (cents)

9.96

9.26

7.6%

Total revenue per available seat mile (cents)

11.14

10.40

7.1%

Average yield per revenue passenger mile (cents) (5)

12.34

11.72

5.3%

Average segment fare per revenue passenger

$199.19

$184.54

7.9%

       

Cost per available seat mile, including special charges (cents) (6)

10.54

10.23

3.0%

Average price per gallon of fuel, including fuel taxes (cents)

201.09

156.46

28.5%

Fuel gallons consumed (millions)

722

668

8.1%

       

Actual aircraft in fleet at end of period (7)

360

348

3.4%

Average length of aircraft flight (miles)

1,418

1,362

4.1%

Average daily utilization of each aircraft (hours) (8)

11:03

10:23

6.5%

       

Regional Operations:

     

Passengers (thousands) (1)

8,958

7,598

17.9%

Revenue passenger miles (millions) (2)

5,052

4,198

20.3%

Available seat miles (millions) (3)

6,456

5,766

12.0%

Passenger load factor (4)

78.3%

72.8%

5.5 pts.

Passenger revenue per available seat mile (cents)

17.65

15.23

15.9%

Average yield per revenue passenger mile (cents) (5)

22.56

20.91

7.9%

Actual aircraft in fleet at end of period (7)

274

256

7.0%

       

Consolidated Operations (Mainline and Regional):

     

Passengers (thousands) (1)

33,190

29,661

11.9%

Revenue passenger miles (millions) (2)

43,703

38,403

13.8%

Available seat miles (millions) (3)

54,375

49,067

10.8%

Passenger load factor (4)

80.4%

78.3%

2.1 pts.

Passenger revenue per available seat mile (cents)

10.87

9.96

9.1%

Average yield per revenue passenger mile (cents) (5)

13.52

12.73

6.2%

  1. Revenue passengers measured by each flight segment flown.
  2. The number of scheduled miles flown by revenue passengers.
  3. The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.
  4. Revenue passenger miles divided by available seat miles.
  5. The average passenger revenue received for each revenue passenger mile flown.
  6. Includes special charges which represented 0.04 cents per available seat mile for the three months ended June 30, 2006, 0.01 cents for the six months ended June 30, 2006 and 0.10 cents for the six months ended June 30, 2005.
  7. Excludes aircraft that have been removed from service.
  8. The average number of hours per day that an aircraft flown in revenue service is operated (from gate departure to gate arrival).

 

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2006, we had $2.7 billion in consolidated cash, cash equivalents and short-term investments, which is $522 million higher than at December 31, 2005. Included in this amount at June 30, 2006 is $248 million of restricted cash, which is primarily collateral for estimated future workers' compensation claims, credit card processing contracts, letters of credit and performance bonds. Restricted cash at December 31, 2005 totaled $241 million.

Operating Activities. Cash flows provided by operations for the six months ended June 30, 2006 were $984 million compared to $530 million in the same period in 2005. The increase in cash flows provided by operations in 2006 compared to 2005 is primarily the result of an improvement in operating income and advance ticket sales associated with increased flight activity, partially offset by $47 million higher contributions to our defined benefit pension plans in the first six months of 2006 than in the first six months of 2005.

Investing Activities. Cash flows used in investing activities were $329 million for the six months ended June 30, 2006 compared to cash flows used investing activities of $51 million for the six months ended June 30, 2005. Capital expenditures for the six months ended June 30, 2006 were $85 million higher than in the first six months of 2005. Cash used for purchase deposits increased $50 million related to deposits on Boeing aircraft. A significant component of cash provided by investing activities in the first six months of 2005 was our conversion of certain short-term auction rate certificates into short-term cash equivalents.

We have substantial commitments for capital expenditures, including for the acquisition of new aircraft. On June 6, 2006, we announced that we had ordered ten additional Boeing 787 aircraft and 24 additional Next-Generation 737 aircraft. Net capital expenditures for the full year 2006 are expected to be $340 million, or $405 million after considering purchase deposits to be paid, net of purchase deposits to be refunded. Projected net capital expenditures for 2006 consist of $180 million of fleet expenditures, $100 million of non-fleet expenditures and $60 million for rotable parts and capitalized interest. Through June 30, 2006, our net capital expenditures totaled $163 million and net purchase deposits paid totaled $128 million.

On July 5, 2006, we sold 7.5 million shares of Copa's Class A common stock for $156 million in cash, net of underwriting fees. This sale reduced our ownership to 4.4 million shares, which represents a 10% interest. We will recognize a gain of $92 million in the third quarter of 2006 related to this transaction.

Financing Activities. Cash flows used in financing activities, primarily the payment of long-term debt and capital lease obligations, were $176 million for the six months ended June 30, 2006 compared to cash flows provided by financing activities of $212 million in the six months ended June 30, 2005.

In March 2006, we elected to pre-pay $96 million of debt due in early 2007. This debt had an interest rate of LIBOR plus 4.53%.

In June 2006, we refinanced our $195 million Floating Rate Secured Notes due December 2007 and $97 million Floating Rate Secured Subordinated Notes due December 2007 by redeeming these notes with proceeds that we received from issuing two new series of equipment notes. The new notes total $320 million principal amount and mature in June 2013. Similar to the refinanced notes, the new notes are secured by the majority of our spare parts inventory. A portion of the spare parts inventory that serves as collateral for the new equipment notes is classified as property and equipment and the remainder is classified as spare parts and supplies, net.

The new series of senior equipment notes, which totaled $190 million principal amount, bears interest at the three-month London Interbank Offered Rate, or LIBOR, plus 0.35% for an initial coupon of 5.63%. The new series of junior equipment notes, which totaled $130 million principal amount, bears interest at the three-month LIBOR plus 3.125% for an initial coupon of 8.41%. The effect of the issuance of the new equipment notes and the redemption of the previously issued notes was to lower the interest rate that we pay on the indebtedness by approximately 55 basis points in the case of the senior notes and 438 basis points in the case of the junior notes, to increase the cash raised and principal amount by $28 million and to extend the maturity date of the indebtedness by five and a half years.

In connection with these equipment notes, we entered into a collateral maintenance agreement requiring us, among other things, to maintain a loan-to-collateral value ratio of not greater than 45% with respect to the senior series of equipment notes and a loan-to-collateral value ratio of not greater than 75% with respect to both series of notes combined. We must also maintain a certain level of rotable components within the spare parts collateral pool. These ratios are calculated semi-annually based on an independent appraisal of the spare parts collateral pool. If any of the collateral ratio requirements are not met, we must take action to meet all ratio requirements by adding additional eligible spare parts to the collateral pool, redeeming a portion of the outstanding notes, providing other collateral acceptable to the bond insurance policy provider for the senior series of equipment notes or any combination of the above actions.

We have entered into agreements to finance the six 737-800 aircraft to be delivered in the remainder of 2006 and the two 777-200ER aircraft to be delivered in 2007. By virtue of these agreements, we have financing available for all Boeing aircraft scheduled to be delivered through 2007. In addition, we have backstop financing for 24 of the remaining 60 Next-Generation 737 aircraft to be delivered in 2008 and 2009. However, we do not have backstop financing or any other financing currently in place for the remaining aircraft on order. Further financing will be needed to satisfy our capital commitments for our firm aircraft and other related capital expenditures. We can provide no assurance that sufficient financing will be available for the aircraft on order or other related capital expenditures, or for our capital expenditures in general.

At June 30, 2006, we had approximately $5.4 billion (including current maturities) of long-term debt and capital lease obligations. We do not currently have any undrawn lines of credit or revolving credit facilities and substantially all of our otherwise readily financeable assets are encumbered. However, our remaining interests in Copa and Holdings are not pledged as collateral under any of our debt. We were in compliance with all debt covenants at June 30, 2006.

On July 1, 2006, our 5% Convertible Notes due 2023 with a principal amount of $175 million became convertible into shares of our common stock at a conversion price of $20 per share following the satisfaction of one of the conditions to convertibility. This condition, which was satisfied on June 30, 2006, provided that the notes would become convertible once the closing price of our common stock exceeded $24 per share (120% of the $20 per share conversion price) for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of a fiscal quarter. All or a portion of the notes are also redeemable for cash at our option on or after June 18, 2010 at par plus accrued and unpaid interest, if any. Holders of the notes may require us to repurchase all or a portion of their notes at par plus accrued and unpaid interest, if any, on June 15 of 2010, 2013 or 2018, or in the event of certain changes in control.

At June 30, 2006, our senior unsecured debt ratings were Caa2 by Moody's and CCC+ by Standard & Poor's. Reductions in our credit ratings have increased the interest we pay on new issuances of debt and may increase the cost and reduce the availability of financing to us in the future. We do not have any debt obligations that would be accelerated as a result of a credit rating downgrade. However, we would have to post additional collateral of approximately $115 million under our bank-issued credit card processing agreement if our senior unsecured debt rating falls below Caa3 as rated by Moody's or CCC- as rated by Standard & Poor's. We would also be required to post additional collateral of up to $27 million under our worker's compensation program if our senior unsecured debt rating falls below Caa2 as rated by Moody's or CCC+ as rated by Standard & Poor's.

We and our wholly-owned subsidiaries AMI and CMI have loans under a $350 million secured loan facility. The loans are secured by certain of our U.S.-Asia routes and related assets, all of the outstanding common stock of AMI and CMI and substantially all of the other assets of AMI and CMI, including route authorities and related assets. The loan documents require us to maintain a minimum balance of unrestricted cash and short-term investments of $1.0 billion at the end of each month. The loans may become due and payable immediately if we fail to maintain the monthly minimum cash balance and upon the occurrence of other customary events of default under the loan documents. If we fail to maintain a minimum balance of unrestricted cash and short-term investments of $1.125 billion, we and CMI will be required to make a mandatory aggregate $50 million prepayment of the loans.

In addition, if the ratio of the outstanding loan balance to the value of the collateral securing the loans, as determined by the most recently delivered periodic appraisal, is greater than 52.5% through October 2, 2006 and 48% thereafter, we and CMI will be required to post additional collateral or prepay the loans to reestablish a loan-to-collateral value ratio of not greater than the loan-to-collateral value ratio permitted on the date of determination. We are currently in compliance with these covenants. However, on or prior to October 3, 2006, in order to satisfy the 48% loan-to-collateral value ratio on such date, we will be required to post additional non-cash collateral in an amount not less than $60 million, prepay loans or post cash collateral in an amount not less than $29 million or a combination thereof.

Our bank-issued credit card processing agreement also contains financial covenants which require, among other things, that we maintain a minimum EBITDAR (generally, earnings before interest, taxes, depreciation, amortization, aircraft rentals and income from affiliates, adjusted for special items) to fixed charges (interest and aircraft rentals) ratio for the preceding 12 months of 1.1 to 1.0. The liquidity covenant requires us to maintain a minimum level of $1.0 billion of unrestricted cash and short-term investments and a minimum ratio of unrestricted cash and short-term investments to current liabilities at each month end of .29 to 1.0. Although we are currently in compliance with all of the covenants, failure to maintain compliance would result in our being required to post up to an additional $560 million of cash collateral, which would adversely affect our liquidity. Depending on our unrestricted cash and short-term investments balance at the time, the posting of a significant amount of cash collateral could cause our unrestricted cash and short-term investments balance to fall below the $1.0 billion minimum balance required under our $350 million secured loan facility, resulting in a default under such facility.

On April 10, 2006, we filed an automatically effective universal shelf registration statement covering the sale from time to time of our securities in one or more public offerings. The securities offered might include debt securities, including pass-through certificates, shares of common stock, shares of preferred stock and securities exercisable for, or convertible into, shares of common stock, such as stock purchase contracts, warrants or subscription rights, among others. Proceeds from any sale of securities under this registration statement other than pass-through certificates would likely be used for general corporate purposes, including the repayment of debt, the funding of pension obligations and working capital requirements, whereas proceeds from the issuance of pass-through certificates would be used to finance or refinance aircraft and related equipment.

We have utilized proceeds from the issuance of pass-through certificates to finance the acquisition of 250 leased and owned mainline jet aircraft. Typically, these pass-through certificates, as well as separate financings secured by aircraft spare parts and spare engines, contain liquidity facilities whereby a third party agrees to make payments sufficient to pay at least 18 months of interest on the applicable certificates if a payment default occurs. The liquidity providers for these certificates include the following: CALYON New York Branch, Landesbank Hessen-Thuringen Girozentrale, Morgan Stanley Capital Services, Morgan Stanley Bank, Westdeutsche Landesbank Girozentrale, AIG Matched Funding Corp., ABN AMRO Bank N.V., Credit Suisse First Boston, Caisse des Depots et Consignations, Bayerische Landesbank Girozentrale, ING Bank N.V. and De Nationale Investeringsbank N.V.

We are also the issuer of pass-through certificates secured by 130 leased regional jet aircraft currently operated by ExpressJet. The liquidity providers for these certificates include the following: ABN AMRO Bank N.V., Chicago Branch, Citibank N.A., Citicorp North America, Inc., Landesbank Baden-Wurttemberg, RZB Finance LLC and WestLB AG, New York Branch.

We currently utilize policy providers to provide credit support on three separate financings with an outstanding principal balance of $511 million at June 30, 2006. The policy providers have unconditionally guaranteed the payment of interest on the notes when due and the payment of principal on the notes no later than 24 months after the final scheduled payment date. Policy providers on these notes are Ambac Assurance Corporation (a subsidiary of Ambac Financial Group, Inc.) and Financial Guaranty Insurance Company (a subsidiary of FGIC). Financial information for the parent company of Ambac Assurance Corporation is available over the internet at the SEC's website at http://www.sec.gov or at the SEC's public reference room in Washington, D.C. and financial information for FGIC is available over the internet at http://www.fgic.com. A policy provider is also used as credit support for the financing of certain facilities at Bush Intercontinental, currently subject to a sublease by us to the City of Houston, with an outstanding balance of $57 million at June 30, 2006.

Pension Plans. We have noncontributory defined benefit pension plans in which substantially all of our U.S. employees participate, other than Chelsea Food Services and CMI employees. Future benefit accruals for our pilots under the pilot-only defined benefit pension plan ceased as of May 31, 2005. Funding requirements for defined benefit pension plans are determined by government regulations. During the first six months of 2006, we contributed $97 million to our defined benefit pension plans. We contributed an additional $75 million to these plans in July 2006. Including these contributions, based on current assumptions and applicable law, we expect to contribute a total of $258 million to our defined benefit pension plans in 2006 to meet our minimum funding obligations.

OUTLOOK

Capacity Purchase Agreement. Our capacity purchase agreement with ExpressJet covers all of ExpressJet's existing fleet. Under the agreement, we have the right to give no less than twelve months' notice to ExpressJet of our intent to reduce the number of its aircraft covered by the contract. In December 2005, we gave notice to ExpressJet that we would withdraw 69 of the 274 regional jet aircraft from the capacity purchase agreement because we believe the rates charged by ExpressJet for regional capacity are above the current market. The withdrawals are scheduled to begin in December 2006 and be completed during the summer of 2007. On May 5, 2006, ExpressJet notified us that it intends to keep all of the 69 regional jets covered by our withdrawal notice, as permitted by the capacity purchase agreement. Accordingly, ExpressJet must retain each of those 69 regional jets for the remaining term of the applicable underlying aircraft lease and, as each aircraft is withdrawn from the capacity purchase agreement, the implicit interest rate used to calculate the scheduled lease payments that ExpressJet will make to us under the applicable aircraft sublease will automatically increase by 200 basis points to compensate us for our continued participation in ExpressJet's lease financing arrangements.

Under our capacity purchase agreement with ExpressJet, ExpressJet has the option to (1) fly any of the withdrawn aircraft it retains for another airline (subject to its ability to obtain facilities, such as gates, ticket counters, hold rooms and other operations-related facilities, and subject to its arrangement with us that prohibits ExpressJet from flying under its or another carrier's code in or out of our hub airports during the term of the agreement), or (2) fly any of the withdrawn aircraft it retains under ExpressJet's own flight designator code, subject to its ability to obtain facilities and subject to ExpressJet's arrangement with us respecting our hubs. So long as we are ExpressJet's largest customer, if ExpressJet enters into an agreement with another major carrier (as defined in our capacity purchase agreement) to provide regional airline services on a capacity purchase or other similar economic basis for more than ten aircraft, we are entitled to the same or comparable economic terms and conditions on a most-favored-nations basis.

As we have reviewed our options for replacing these aircraft, we have evaluated the size of our overall regional network and expect to reduce capacity in unprofitable markets. On July 21, 2006, we announced our selection of Chautauqua Airlines, Inc. to provide and operate 44 regional jets as a Continental Express carrier beginning in 2007, under a new capacity purchase agreement. Chautauqua, a subsidiary of Republic Airways Holdings Inc., will operate 50-seat regional jets on our behalf, under the Continental Express brand. We will continue to schedule and market all of our Continental Express regional jet service. Our agreement with Chautauqua calls for us to pay a fixed fee to Chautauqua, which is subject to specified reconciliations and annual escalations, for their operation of the aircraft. Chautauqua will supply the 44 aircraft that it will operate under the agreement. The agreement has a five year term with respect to ten aircraft and an average term of 2.5 years for the balance of the aircraft. In addition, we have the right to extend the agreement with respect to any of the aircraft on the same terms for five one-year terms. In the case of up to 24 of the aircraft, this right will be subject to the terms of the related aircraft lease. We currently have no plans to replace 25 of the 69 50-seat regional jets retained by ExpressJet.

We anticipate that the reduced costs for the regional capacity that will be operated by Chautauqua, together with the elimination of unprofitable routes due to the reduced number of regional aircraft and the increased income from ExpressJet for higher lease rates to be paid to us on the 69 retained aircraft, will result in a net benefit to us of over $100 million annually on a run-rate basis.

Capacity Growth. Other than the 44 replacement regional jet aircraft that Chautauqua will provide and operate to partially replace the 69 withdrawn ExpressJet aircraft and two Boeing 777 aircraft that we will take delivery of in early 2007, we will not take any new aircraft deliveries in 2007. As a result, we anticipate growing our mainline capacity approximately 5% and our consolidated capacity between 3% and 4% in 2007.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There have been no material changes in market risk from the information provided in Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in our 2005 Form 10-K except as follows:

Foreign Currency. We had forward contracts outstanding at June 30, 2006 to hedge the following cash flows for the remainder of 2006:

  • Approximately 20% of our projected British pound-denominated cash flows.
  • Approximately 9% of our projected Japanese yen-denominated cash flows.
  • Approximately 77% of our projected Canadian dollar-denominated cash flows.

We estimate that at June 30, 2006, a 10% strengthening in the value of the U.S. dollar relative to the British pound, Japanese yen, and Canadian dollar would have increased the fair value of the existing forward contracts by $1 million, $2 million and $2 million, respectively, offset by a corresponding loss on the underlying 2006 exposure of $9 million, $13 million and $4 million, respectively, resulting in net losses of $8 million, $11 million and $2 million, respectively.

Aircraft Fuel. Historically, we have from time to time entered into petroleum swap contracts, petroleum call option contracts and/or jet fuel purchase commitments to provide some short-term hedge protection (generally three to six months) against sudden and significant increases in jet fuel prices.

Beginning in the first quarter of 2006, we modified our hedging strategy to hedge in a manner that better matches our hedged fuel costs with passenger tickets already sold. As part of our strategy, we take into account the volume and date of flight for the tickets sold comprising our current air traffic liability, the amount of jet fuel that has been delivered or we have under contract and the volume of fuel required by us with respect to tickets already sold. We then construct a hedge position that is designed to better hedge fuel prices with respect to tickets already sold, with respect to which we can no longer adjust our pricing. Implicit in this strategy is our belief that, as to tickets not yet sold, the market will be efficient and that fare levels will adjust to keep pace with fuel costs.

As of June 30, 2006, we had hedged approximately 29% of our projected fuel requirements for the third quarter of 2006 and 8% of our projected fuel requirements for the fourth quarter of 2006 using petroleum swap contracts with a weighted average swap price of $72.80 per barrel. The fair value of the petroleum swap contracts outstanding at June 30, 2006 was $9 million, which is included in prepayments and other current assets in our consolidated balance sheet. We estimate that a 10% increase in the price per barrel of crude oil at June 30, 2006 would increase the fair value of petroleum swap contracts outstanding at June 30, 2006 by $30 million.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer performed an evaluation of our disclosure controls and procedures, which have been designed to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. They concluded that the controls and procedures were effective as of June 30, 2006 to provide reasonable assurance that the information required to be disclosed by the Company in reports it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. While our disclosure controls and procedures provide reasonable assurance that the appropriate information will be available on a timely basis, this assurance is subject to limitations inherent in any control system, no matter how well it may be designed or administered.

Changes in Internal Controls. There was no change in our internal control over financial reporting during the quarter ended June 30, 2006, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

During the period between 1997 and 2001, we reduced or capped the base commissions that we paid to travel agents, and in 2002 we eliminated such base commissions. These actions were similar to those also taken by other air carriers. We are now a defendant, along with several other air carriers, in two lawsuits brought by travel agencies that purportedly opted out of a prior class action entitled Sarah Futch Hall d/b/a/ Travel Specialists v. United Air Lines, et al. (U.S.D.C., Eastern District of North Carolina), filed on June 21, 2000, in which the defendant airlines prevailed on summary judgment that was upheld on appeal. These similar suits against Continental and other major carriers allege violations of antitrust laws in reducing and ultimately eliminating the base commission formerly paid to travel agents. The pending cases are Tam Travel, Inc. v. Delta Air Lines, Inc., et al. (U.S.D.C., Northern District of California), filed on April 9, 2003 and Swope Travel Agency, et al. v. Orbitz LLC et al. (U.S.D.C., Eastern District of Texas), filed on June 5, 2003. By order dated November 10, 2003, these actions were transferred and consolidated for pretrial purposes by the Judicial Panel on Multidistrict Litigation to the Northern District of Ohio. Discovery has commenced.

In each of the foregoing cases, we believe the plaintiffs' claims are without merit and we are vigorously defending the lawsuits. Nevertheless, a final adverse court decision awarding substantial money damages could have a material adverse impact on our results of operations, financial condition or liquidity.

Item 1A. Risk Factors

Item 1A. "Risk Factors" of our 2005 Form 10-K includes a detailed discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in our 2005 Form 10-K.

The airline industry is highly competitive and susceptible to price discounting and fluctuations in passenger demand. The U.S. airline industry is increasingly characterized by substantial price competition, especially in domestic markets. Carriers use discount fares to stimulate traffic during periods of slack demand, to generate cash flow and to increase market share. Some of our competitors have substantially greater financial resources, including hedges against fuel price increases, or lower cost structures than we do, or both. In recent years, the domestic market share held by low cost carriers has increased significantly and is expected to continue to increase, which is dramatically changing the airline industry. The increased market presence of low cost carriers has increased competition and impacted the ability of the network carriers to maintain sufficient pricing structures in domestic markets, which negatively affects profitability. This has contributed to the dramatic losses for us and the airline industry generally. For example, a low-cost carrier began to directly compete with us on flights between Liberty International and destinations in Florida in 2005. We are responding vigorously to this challenge, but have experienced decreased yields on affected flights. We cannot predict whether or for how long these trends will continue.


In addition to price competition, airlines also compete for market share by increasing the size of their route system and the number of markets they serve. Several of our domestic competitors have announced aggressive plans to expand into international markets, including some destinations that we currently serve. The increased competition in these international markets, particularly to the extent our competitors engage in price discounting, may have a material adverse effect on our results of operations, financial condition or liquidity.

Airline profit levels are highly sensitive to changes in fuel costs, fare levels and passenger demand. Passenger demand is influenced by, among other things, the state of the global economy and domestic and international events such as terrorism, hostilities involving the United States or concerns about exposure to contagious diseases (such as SARS or avian flu). The September 11, 2001 terrorist attacks, the weak economy prior to 2004, turbulent international events (including the war in Iraq and the SARS outbreak), high fuel prices and extensive price discounting by carriers have resulted in dramatic losses for us and the airline industry generally. To the extent that future events of this nature negatively impact passenger travel behavior and/or fare levels, such events may have a material adverse effect on our results of operations, financial condition or liquidity.

Delta, Northwest and several small competitors have filed for bankruptcy protection, and other carriers could file for bankruptcy or threaten to do so to reduce their costs. US Airways and, more recently, United, have emerged from bankruptcy. Carriers operating under bankruptcy protection may be in a position to operate in a manner adverse to us and could emerge from bankruptcy as more vigorous competitors with substantially lower costs than ours.

Since its deregulation in 1978, the U.S. airline industry has undergone substantial consolidation and may experience additional consolidation in the future. We routinely monitor changes in the competitive landscape and engage in analysis and discussions regarding our strategic position, including alliances, asset acquisitions and business combination transactions. We have had, and expect to continue to have, discussions with third parties regarding strategic alternatives. The impact of any consolidation within the U.S. airline industry cannot be predicted at this time.

A significant failure or disruption of the computer systems on which we rely could adversely affect our business. We depend heavily on computer systems and technology to operate our business, such as flight operations systems, communications systems, airport systems and reservations systems (including continental.com and third party global distribution systems). These systems could suffer substantial or repeated disruptions due to events beyond our control, including natural disasters, power failures, terrorist attacks, equipment or software failures and computer viruses and hackers. Any such disruptions could materially impair our flight and airport operations and our ability to market our services, and could result in increased costs, lost revenue and the loss or compromise of important data. Although we have taken measures in an effort to reduce the adverse effects of certain potential failures or disruptions, if these steps are not adequate to prevent or remedy the risks, our business may be materially adversely affected.

In addition, a significant portion of our revenue, including a significant portion of our higher yield traffic, is derived from bookings made through third party global distribution systems ("GDSs") used by many travel agents and travel purchasers. Over the past several years we have focused on reducing our distribution costs, including GDS fees. We recently entered into new long-term content agreements with the operators of three of the four major GDSs, and our current agreement with the operator of the fourth major GDS is scheduled to expire in September 2006. We are currently in negotiations with the operator of the fourth major GDS, and we have not yet been able to reach a content agreement on terms that are acceptable to us. If we are unable to reach agreement with the operator of the fourth GDS, it is possible that our flights would not be available for sale through that GDS. The lack of a content agreement would make our fares, seat availability, schedules and inventories unavailable for display through the GDS, which could damage our relationships with any travel agents or travel purchasers reliant on that GDS, and could also result in a decline in our sales, which decline could be sufficient to result in a material adverse effect on us.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

Continental's Annual Meeting of Stockholders was held on June 6, 2006. The following individuals were elected to Continental's Board of Directors to hold office for the ensuing year:

NOMINEE

VOTES FOR 

VOTES WITHHELD

     

Thomas J. Barrack, Jr.

66,295,605

7,256,936

 

Kirbyjon H. Caldwell

67,178,104

6,374,437

 

Lawrence W. Kellner

66,989,540

6,563,001

 

Douglas H. McCorkindale

66,976,364

6,576,177

 

Henry L. Meyer III

66,339,582

7,212,959

 

Oscar Munoz

67,853,627

5,698,914

 

George G. C. Parker

67,804,261

5,748,280

 

Jeffery A. Smisek

66,989,954

6,562,587

 

Karen Hastie Williams

65,932,367

7,620,174

 

Ronald B. Woodard

67,235,135

6,317,406

 

Charles A. Yamarone

67,127,529

6,425,012

 

A proposal to amend our Amended and Restated Certificate of Incorporation to increase the authorized Class B common stock was voted on by the stockholders as follows:

  VOTES FOR  

VOTES AGAINST

VOTES ABSTAINING

 
       

55,144,546

18,314,889

87,105

     

 

A proposal to amend our Incentive Plan 2000 to increase the number of shares of Class B common stock issuable under the plan was voted on by the stockholders as follows:

  VOTES FOR  

VOTES AGAINST

VOTES ABSTAINING

 
       

30,849,597

25,661,744

91,288

     

A proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2006 was voted on by the stockholders as follows:

 

  VOTES FOR  

VOTES AGAINST

VOTES ABSTAINING

 
       

73,129,381

351,416

65,743

     

A proposal of stockholder regarding our political activities was voted on by the stockholders as follows:

 

  VOTES FOR  

VOTES AGAINST

VOTES ABSTAINING

 
       

3,246,842

35,923,656

17,430,132

     

Item 5. Other Information.

On July 18, 2006, we entered into a senior loan finance agreement with a syndicate of commercial banks and a subordinated loan finance agreement with a financial institution to provide for an aggregate of $394 million in debt financing for the six Boeing 737-800 aircraft to be delivered to us in the second half of 2006 and the two Boeing 777-200ER aircraft expected to be delivered to us in the first half of 2007. The loans will be funded as each aircraft delivers in accordance with two separate loan agreements for each aircraft and the loans will be secured by a mortgage and security agreement covering each of the financed aircraft. The first such loan funded on July 18, 2006 in conjunction with the delivery of a Boeing 737-800 aircraft. All of the senior loans for all of the Boeing 737-800 aircraft will mature in July 2018 and all of the senior loans for the Boeing 777-200ER aircraft will mature in January 2019. All of the subordinated loans for all of the aircraft will have a term of approximately seven years. The interest rate on the loans generally will be the London Interbank Offered Rate, known as LIBOR, plus a blended margin of approximately 1.9% per annum. Each senior loan agreement for a particular aircraft will contain cross default provisions to the subordinated loan agreement for that particular aircraft as well as to the senior loan agreements for the other aircraft, and each subordinated loan agreement will contain similar cross default provisions. In addition, the loans will be cross collateralized. The loan agreements will contain customary events of default and remedies provisions for transactions of this nature, including provisions that entitle lenders to accelerate their loans if we, among other things, fail to make scheduled payments of principal and interest after designated grace periods or if we file for bankruptcy.

Item 6. Exhibits.

3.1

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Continental - incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form 8-A/A filed July 5, 2006.

10.1*

Second Amendment to Continental's Incentive Plan 2000.

10.2

Amendment No. 1, dated May 30, 2006, to Credit and Guaranty Agreement, dated as of June 1, 2005, among Continental and Continental Micronesia, Inc., as borrowers and guarantors, Air Micronesia, Inc., as a guarantor, Merrill Lynch Mortgage Capital Inc., as administrative agent, and the lenders party thereto.

10.3

Supplemental Agreement No. 38, dated June 6, 2006, to Purchase Agreement No. 1951 between Continental and The Boeing Company ("Boeing"), dated July 23, 1996, relating to the purchase of Boeing 737 aircraft. (1)

10.4

Supplemental Agreement No. 3, dated May 3, 2006, to Purchase Agreement No. 2484 between Continental and Boeing, dated December 29, 2004, relating to the purchase of Boeing 787 aircraft. (1)

10.5

Fifth Amendment, dated April 14, 2006, to Amended and Restated Capacity Purchase Agreement among Continental, ExpressJet Holdings, Inc., XJT Holdings, Inc. and ExpressJet Airlines, Inc. dated April 17, 2002. (1)

31.1

Rule 13a-14 (a)/15d-14 (a) Certification of Chief Executive Officer.

31.2

Rule 13a-14 (a)/15d-14 (a) Certification of Chief Financial Officer.

32.1

Section 1350 Certifications.

*This exhibit relates to management contracts or compensatory plans or arrangements.

  1. Continental has applied to the Commission for confidential treatment of a portion of this exhibit.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CONTINENTAL AIRLINES, INC.          

   

                     Registrant

     
     
     

Date:   July 21, 2006    

by:

/s/ Jeffrey J. Misner                        

   

Jeffrey J. Misner

   

Executive Vice President and

   

Chief Financial Officer

   

(On behalf of Registrant)

     

Date:   July 21, 2006    

by:

/s/ Chris Kenny                               

   

Chris Kenny

   

Vice President and Controller

   

(Principal Accounting Officer)

 

INDEX TO EXHIBITS
OF
CONTINENTAL AIRLINES, INC.

3.1

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Continental - incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form 8-A/A filed July 5, 2006.

10.1*

Second Amendment to Continental's Incentive Plan 2000.

10.2

Amendment No. 1, dated May 30, 2006, to Credit and Guaranty Agreement, dated as of June 1, 2005, among Continental and Continental Micronesia, Inc., as borrowers and guarantors, Air Micronesia, Inc., as a guarantor, Merrill Lynch Mortgage Capital Inc., as administrative agent, and the lenders party thereto.

10.3

Supplemental Agreement No. 38, dated June 6, 2006, to Purchase Agreement No. 1951 between Continental and The Boeing Company ("Boeing"), dated July 23, 1996, relating to the purchase of Boeing 737 aircraft. (1)

10.4

Supplemental Agreement No. 3, dated May 3, 2006, to Purchase Agreement No. 2484 between Continental and Boeing, dated December 29, 2004, relating to the purchase of Boeing 787 aircraft. (1)

10.5

Fifth Amendment, dated April 14, 2006, to Amended and Restated Capacity Purchase Agreement among Continental, ExpressJet Holdings, Inc., XJT Holdings, Inc. and ExpressJet Airlines, Inc. dated April 17, 2002. (1)

31.1

Rule 13a-14 (a)/15d-14 (a) Certification of Chief Executive Officer.

31.2

Rule 13a-14 (a)/15d-14 (a) Certification of Chief Financial Officer.

32.1

Section 1350 Certifications.

 

*This exhibit relates to management contracts or compensatory plans or arrangements.

  1. Continental has applied to the Commission for confidential treatment of a portion of this exhibit.

FIRST AMENDMENT TO

Exhibit 10.1

SECOND AMENDMENT TO
CONTINENTAL AIRLINES, INC.
INCENTIVE PLAN 2000

(as amended and restated through February 20, 2002)

WHEREAS, Continental Airlines, Inc. (the "Company") has heretofore adopted the Continental Airlines, Inc. Incentive Plan 2000 (as amended and restated through February 20, 2002) (the "Plan"); and

WHEREAS, the Company desires to amend the Plan in certain respects;

NOW, THEREFORE, the Plan shall be amended as follows:

1. The second sentence of Section 5(a) of the Plan shall be deleted and the following shall be substituted therefor:

"Subject to adjustment as provided in Section 12(b) hereof, the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed 4,500,000 shares."

2. The amendment to the Plan set forth in paragraph 1 hereof shall be effective as of February 22, 2006, provided that the amendment is approved by the stockholders of the Company at the 2006 annual meeting of the Company's stockholders.

3. As amended hereby, the Plan is specifically ratified and reaffirmed.

IN WITNESS WHEREOF, the undersigned officer of the Company acting pursuant to authority granted to him by the Board of Directors of the Company has executed this instrument on this 6th day of June, 2006.

CONTINENTAL AIRLINES, INC.

 

By: /s/ Jeffery A. Smisek

Jeffery A. Smisek

President

AMENDMENT NO

EXHIBIT 10.2

AMENDMENT NO. 1
TO CREDIT AND GUARANTY AGREEMENT

Amendment No. 1, dated as of May 30, 2006 (this "Amendment"), to Credit and Guaranty Agreement, dated as of June 1, 2005 (the "Agreement"), among Continental Airlines, Inc., a Delaware corporation, Continental Micronesia, Inc., a Delaware corporation, Air Micronesia, Inc., a Delaware corporation, each of the Lenders party to the Agreement, and Merrill Lynch Mortgage Capital Inc., a Delaware corporation, as Administrative Agent. Certain terms used herein have the defined meanings referred to in Section 1 hereof.

WHEREAS, the Credit Parties, the Majority Lenders and the Administrative Agent wish to amend the definition of "Borrowing Base" for purposes of the Agreement and modify certain other provisions of the Agreement as set forth below; and

WHEREAS, the Administrative Agent and the Lenders listed on the signature page to this Amendment confirm that such Lenders constitute the Majority Lenders.

NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. Unless otherwise defined herein, terms used herein that are defined in the Agreement have such respective defined meanings.

Section 2. Amendment. Effective as of the date hereof, the Agreement shall be amended as follows:

Section 2.1 Borrowing Base. The definition of "Borrowing Base" in Section 1.01 shall be amended by deleting clause (a) and substituting in lieu thereof the following:

(a) with respect to the Collateral other than Cash Collateral 48% (or, in the case of any Appraisal Report delivered after May 15, 2006 and before September 30, 2006, 52.5%) of the Current Market Value of the CAL Collateral and the CMI Business, as reflected in the Appraisal Report(s) with respect thereto then most recently delivered to the Administrative Agent; and

Section 2.2 Appraisal Reports. Section 5.11(b) shall be amended by inserting the following after the first sentence thereof:

If the Borrowing Base (without giving effect to the parenthetical phrase in clause (a) of the definition of such term) determined as of October 2, 2006, utilizing the Current Market Values set forth in the Appraisal Report(s) most recently delivered to the Administrative Agent pursuant to Section 5.11(a), is less than the outstanding principal amount of the Loans on October 2, 2006, one or more of the Credit Parties shall, within one (1) Business Day thereafter, take one or more Remedial Actions such that, after giving effect to such Remedial Actions, the Borrowing Base (without giving effect to the parenthetical phrase in clause (a) of the definition of such term) is not less than the outstanding principal amount of the Loans after the Credit Parties have completed such Remedial Actions.

Section 3. Instruction. The Lenders listed on the signature page of this Amendment hereby consent to the execution and delivery of this Amendment by the Administrative Agent.

Section 4. Construction. All references in the Agreement to the "Agreement" shall be deemed to refer to the Agreement as amended by this Amendment, and the parties hereto confirm their respective obligations thereunder. Except as otherwise specified in this Amendment, the Agreement is hereby ratified by the parties hereto and shall remain in all respects unchanged and in full force and effect.

Section 5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

Section 6. Counterparts. This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

[Remainder of this page is blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, as of the date and year first above written.

CONTINENTAL AIRLINES, INC.

By /s/ Jacques Lapointe

Name: Jacques Lapointe

Title: Vice President-Finance

CONTINENTAL MICRONESIA, INC.

By /s/ Jeffery A. Smisek

Name: Jeffery A. Smisek

Title: Vice Chairman of the Board

AIR MICRONESIA, INC.

By /s/ Jeffery A. Smisek

Name: Jeffery A. Smisek

Title: Vice Chairman of the Board

MERRILL LYNCH CREDIT PRODUCTS, LLC

By /s/ Brandt Wilson

Name: Brandt Wilson

Title: Vice President

MERRILL LYNCH MORTGAGE

CAPITAL INC.

By /s/ Peter M. Carter

Name: Peter M. Carter

Title: Vice President

GALAXY CLO 2003-1, LTD.

By: AIG GLOBAL INVESTMENT CORP, INC., its Collateral Manager

By /s/ W. Jeffrey Baxter

Name: W. Jeffrey Baxter

Title: Managing Director

GALAXY III CLO, LTD.

By: AIG GLOBAL INVESTMENT CORP., its Collateral Manager

By /s/ W. Jeffrey Baxter

Name: W. Jeffrey Baxter

Title: Managing Director

GALAXY IV CLO, LTD

By: AIG GLOBAL INVESTMENT CORP., its Collateral Manager

By /s/ W. Jeffrey Baxter

Name: W. Jeffrey Baxter

Title: Managing Director

GALAXY V CLO, LTD

By: AIG GLOBAL INVESTMENT CORP. its Collateral Manager

By /s/ W. Jeffrey Baxter

Name: W. Jeffrey Baxter

Title: Managing Director

SEMINOLE FUNDING LLC

By /s/ Christina L. Ramseur

Name: Christina L. Ramseur

Title: Assistant Vice President

RED FOX FUNDING LLC

By /s/ Christina L. Ramseur

Name: Christina L. Ramseur

Title: Assistant Vice President

BOLDWATER CAPITAL PARTNERS MASTER FUND LP

By: Boldwater Capital Management LP, Its Investment Manager

By /s/ Barry J. Coffman

Name: Barry J. Coffman

Title: Managing Partner

CANPARTNERS INVESTMENT IV, LLC

By: Canpartners Investments IV, LLC,

a California limited liability company

By /s/ Mitchell L. Julis

Name: Mitchell L. Julis

Title: Managing Director

CANYON CAPITAL CDO 2002-1 LTD.

By: Canyon Capital Advisors LLC,

a Delaware limited liability company,

its Collateral Manager.

By /s/ Patrick Dooley

Name: Patrick Dooley

Title: Authorized Signatory

CANYON CAPITAL CDO 2004-LTD.

By: Canyon Capital Advisors LLC,

a Delaware limited liability company,

its Collateral Manager

By /s/ Dominique Mielle

Name: Dominique Mielle

Title: Authorized Signatory

LISPENARD STREET CREDIT (MASTER), LTD.

By: DiMaio Ahmad Capital LLC,

As Investment Manager

By /s/ Lawrence Wolfson

Name: Lawrence Wolfson

Title: Authorized Signatory

DUANE STREET CLO 1, LTD.

By: DiMaio Ahmad Capital LLC,

As Collateral Manager

By /s/ Paul Travers

Name: Paul Travers

Title: Managing Director

JAY STREET MARKET VALUE CLO I LTD.

By: DiMaio Ahmad Capital LLC,

As Manager

By /s/ Lawrence Wolfson

Name: Lawrence Wolfson

Title: Authorized Signatory

JASPER CLO, LTD.

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

By /s/ Chad Schramek

Name: Chad Schramek

Title: Assistant Treasurer

Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

GLENEAGLES CLO, LTD.

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

By /s/ Chad Schramek

Name: Chad Schramek

Title: Assistant Treasurer

Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

SOUTHFORK CLO, LTD.

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

By /s/ Chad Schramek

Name: Chad Schramek

Title: Assistant Treasurer

Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

LOAN FUNDING IV, LLC

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

By /s/ Chad Schramek

Name: Chad Schramek

Title: Assistant Treasurer

Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

LOAN FUNDING VII, LLC

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

By /s/ Chad Schramek

Name: Chad Schramek

Title: Assistant Treasurer

Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

 

HIGHLAND LOAN FUNDING V, LTD.

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

By /s/ Chad Schramek

Name: Chad Schramek

Title: Assistant Treasurer

Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

RESTORATION FUNDING CLO, LTD

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

By /s/ Chad Schramek

Name: Chad Schramek

Title: Assistant Treasurer

Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

HIGHLAND FLOATING RATE

By /s/ M. Jason Blackburn

Name: M. Jason Blackburn

Title: Treasurer

HIGHLAND FLOATING RATE ADVANTAGE FUND

By /s/ M. Jason Blackburn

Name: M. Jason Blackburn

Title: Treasurer

FIRST TRUST/HIGHLAND CAPITAL FLOATING RATE INCOME FUND II

By /s/ Mark Okada

Name: Mark Okada

Title: Executive Vice President

KKR FINANCIAL CORP.

By /s/ Morgan W. Gillette

Name: Morgan W. Gillette

Title: Authorized Signatory

 

STK CBNA LOAN FUNDING LLC

By /s/ Jason Trala

Name: Jason Trala

Title: Attorney-In-Fact

 

TRS STARK LLC

By /s/ Alice L. Wagner

Name: Alice L. Wagner

Title: Vice President

 

GRAND CENTRAL ASSET TRUST, STK SERIES

By /s/ Mikus N. Kins

Name: Mikus N. Kins

Title: Attorney-In-Fact

 

UBS AG, STAMFORD BRANCH

By /s/ Christopher M. Altkin

Name: Christopher M. Altkin

Title: Associate Director

Banking Products Services, US

By /s/ Pamela Oh

Name: Pamela Oh

Title: Associate Director

Banking Products Services, US

Exhibit 10.3

Supplemental Agreement No. 38

to

Purchase Agreement No. 1951

between

The Boeing Company

and

Continental Airlines, Inc.

Relating to Boeing Model 737 Aircraft

 

 

THIS SUPPLEMENTAL AGREEMENT, entered into as of June 6, 2006, by and between THE BOEING COMPANY (Boeing) and Continental Airlines, Inc. (Buyer);

WHEREAS, the parties hereto entered into Purchase Agreement No. 1951 dated July 23, 1996 (the Agreement), as amended and supplemented, relating to Boeing Model 737-500, 737-600, 737-700, 737-800, and 737-900 aircraft (the Aircraft);

WHEREAS, Buyer wishes to exercise [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

WHEREAS, Buyer wishes to exercise [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

WHEREAS, Buyer wishes to exercise [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

WHEREAS, Boeing and Buyer have agreed to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

WHEREAS, Boeing and Buyer have agreed to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

WHEREAS, per paragraph 10 of Letter Agreement 6-1162-GOC-136, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Agreement as follows:

1. Table of Contents, Articles, Tables and Exhibits:

1.1 Remove and replace, in its entirety, the "Table of Contents", with the Table of Contents attached hereto, to reflect the changes made by this Supplemental Agreement No. 38.

1.2 Remove and replace, in its entirety, page T-2-3 of Table 1 entitled the "Aircraft Deliveries and Descriptions, Model 737-700 Aircraft", with the revised page T-2-3 of Table 1 attached hereto, to reflect the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

1.3 Add page T-2-4 of Table 1 entitled, "Aircraft Deliveries and Descriptions, Model 737-700 Aircraft", attached hereto, to reflect the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

2. Letter Agreements:

2.1 Remove and replace, in its entirety, Letter Agreement 1951-3R21, "Option Aircraft - Model 737-824 Aircraft", with the revised Letter Agreement 1951-3R22 attached hereto.

2.2 Remove and replace, in its entirety, Letter Agreement 1951-9R17 "Option Aircraft - Model 737-724 Aircraft", with the revised Letter Agreement 1951-9R18 attached hereto.

 

The Agreement will be deemed to be supplemented to the extent herein provided as of the date hereof and as so supplemented will continue in full force and effect.

EXECUTED IN DUPLICATE as of the day and year first written above.

 

THE BOEING COMPANY Continental Airlines, Inc.

 

 

 

By: /s/Michael S. Anderson By: /s/ Gerald Laderman

Its: Attorney-In-Fact   Its: Senior Vice President -

Finance and Treasurer

TABLE OF CONTENTS

Page SA

Number Number

ARTICLES

1. Subject Matter of Sale 1-1 SA 5

2. Delivery, Title and Risk
of Loss 2-1

3. Price of Aircraft 3-1 SA 31

4. Taxes 4-1

5. Payment 5-1

6. Excusable Delay 6-1

7. Changes to the Detail
Specification 7-1 SA 5

8. Federal Aviation Requirements and
Certificates and Export License 8-1 SA 5

9. Representatives, Inspection,
Flights and Test Data 9-1

10. Assignment, Resale or Lease 10-1

11. Termination for Certain Events 11-1

12. Product Assurance; Disclaimer and Release; Exclusion

Of Liabilities; Customer Support; Indemnification and

Insurance 12-1

13. Buyer Furnished Equipment and
Spare Parts 13-1

14. Contractual Notices and Requests 14-1 SA 17

15. Miscellaneous 15-1

 

TABLE OF CONTENTS

Page SA

Number Number

TABLES

1. Aircraft Deliveries and
Descriptions - 737-500 T-1 SA 3

Aircraft Deliveries and
Descriptions - 737-700 T-2 SA 38

Aircraft Deliveries and
Descriptions - 737-800 T-3 SA 33

Aircraft Deliveries and

Descriptions - 737-600 T-4 SA 4

Aircraft Deliveries and
Descriptions - 737-900 T-5 SA 31

 

EXHIBITS

A-1 Aircraft Configuration - Model 737-724

(Aircraft delivering through July 2004) SA 26

A-2 Aircraft Configuration - Model 737-824

(Aircraft delivering through July 2004) SA 26

A-3 Aircraft Configuration - Model 737-624 SA 1

A-4 Aircraft Configuration - Model 737-524 SA 3

A-5 Aircraft Configuration - Model 737-924

(Aircraft delivering through July 2004) SA 26

A-6 Aircraft Configuration - Model 737-724

(Aircraft delivering in or after August 2004) SA 31

A-7 Aircraft Configuration - Model 737-824

(Aircraft delivering in or after August 2004) SA 31

A-8 Aircraft Configuration - Model 737-924

(Aircraft delivering in or after August 2004) SA 31

TABLE OF CONTENTS

SA

Number

EXHIBITS (continued)

B Product Assurance Document SA 1

C Customer Support Document - Code Two -
Major Model Differences SA 1

C1 Customer Support Document - Code Three -

Minor Model Differences SA 1

D Aircraft Price Adjustments - New
Generation Aircraft (1995 Base Price -

Aircraft delivering through July 2004) SA 1

D1 Airframe and Engine Price Adjustments -

Current Generation Aircraft SA 1

D2 Aircraft Price Adjustments - New
Generation Aircraft (1997 Base Price - Aircraft

delivering through July 2004) SA 5

D3 Aircraft Price Adjustments - New
Generation Aircraft (July 2003 Base Price -

Aircraft delivering in or after August 2004) SA 31

E Buyer Furnished Equipment
Provisions Document SA 20

F Defined Terms Document SA 5

 

TABLE OF CONTENTS

SA

Number

LETTER AGREEMENTS

1951-1 Not Used

1951-2R3 Seller Purchased Equipment SA 5

1951-3R22 Option Aircraft-Model 737-824 Aircraft SA 38

1951-4R1 Waiver of Aircraft Demonstration SA 1

1951-5R2 Promotional Support - New Generation

Aircraft SA 5

1951-6 Configuration Matters

1951-7R1 Spares Initial Provisioning SA 1

1951-8R2 Escalation Sharing - New Generation
Aircraft SA 4

1951-9R18 Option Aircraft-Model 737-724 Aircraft SA 38

1951-11R1 Escalation Sharing-Current Generation
Aircraft SA 4

1951-12R7 Option Aircraft - Model 737-924 Aircraft SA 32

1951-13 Configuration Matters - Model 737-924 SA 5

1951-14 Installation of Cabin Systems Equipment SA 22

 

TABLE OF CONTENTS

SA

Number

RESTRICTED LETTER AGREEMENTS

6-1162-MMF-295 Performance Guarantees - Model

737-724 Aircraft

6-1162-MMF-296 Performance Guarantees - Model

737-824 Aircraft

6-1162-MMF-308R3 Disclosure of Confidential

Information SA 5

6-1162-MMF-309R1 [CONFIDENTIAL MATERIAL OMITTED AND FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE

COMMISSION PURSUANT TO A REQUEST FOR

CONFIDENTIAL TREATMENT] SA 1

6-1162-MMF-311R4 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA 22

6-1162-MMF-312R1 Special Purchase Agreement

Provisions SA 1

6-1162-MMF-319 Special Provisions Relating to the

Rescheduled Aircraft

6-1162-MMF-378R1 Performance Guarantees - Model

737-524 Aircraft SA 3

6-1162-GOC-015R1 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA 31

6-1162-GOC-131R5 Special Matters SA 37

6-1162-DMH-365 Performance Guarantees - Model

737-924 Aircraft SA 5

 

TABLE OF CONTENTS

SA

Number

RESTRICTED LETTER AGREEMENTS (continued)

6-1162-DMH-624 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA 8

6-1162-DMH-680 Delivery Delay Resolution Program SA 9

6-1162-DMH-1020 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA 14

6-1162-DMH-1035 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA 15

6-1162-DMH-1054 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA 16

6-1162-CHL-048 Rescheduled Aircraft Agreement SA 26

6-1162-CHL-195 Restructure Agreement for Model

737NG and 757-300 Aircraft SA 30

TABLE OF CONTENTS

 

SUPPLEMENTAL AGREEMENTS DATED AS OF:

Supplemental Agreement No. 1 October 10, 1996

Supplemental Agreement No. 2 March 5, 1997

Supplemental Agreement No. 3 July 17, 1997

Supplemental Agreement No. 4 October 10, 1997

Supplemental Agreement No. 5 May 21, 1998

Supplemental Agreement No. 6 July 30, 1998

Supplemental Agreement No. 7 November 12, 1998

Supplemental Agreement No. 8 December 7, 1998

Supplemental Agreement No. 9 February 18, 1999

Supplemental Agreement No. 10 March 19, 1999

Supplemental Agreement No. 11 May 14, 1999

Supplemental Agreement No. 12 July 2, 1999

Supplemental Agreement No. 13 October 13, 1999

Supplemental Agreement No. 14 December 13, 1999

Supplemental Agreement No. 15 January 13, 2000

Supplemental Agreement No. 16 March 17, 2000

Supplemental Agreement No. 17 May 16, 2000

Supplemental Agreement No. 18 September 11, 2000

Supplemental Agreement No. 19 October 31, 2000

Supplemental Agreement No. 20 December 21, 2000

 

 

 

TABLE OF CONTENTS

 

 

SUPPLEMENTAL AGREEMENTS DATED AS OF:

Supplemental Agreement No. 21 March 30, 2001

Supplemental Agreement No. 22 May 23, 2001

Supplemental Agreement No. 23 June 29, 2001

Supplemental Agreement No. 24 August 31, 2001

Supplemental Agreement No. 25 December 31, 2001

Supplemental Agreement No. 26 March 29, 2002

Supplemental Agreement No. 27 November 6, 2002

Supplemental Agreement No. 28 April 1, 2003

Supplemental Agreement No. 29 August 19, 2003

Supplemental Agreement No. 30 November 4, 2003

Supplemental Agreement No. 31 August 20, 2004

Supplemental Agreement No. 32 December 29, 2004

Supplemental Agreement No. 33 December 29, 2004

Supplemental Agreement No. 34 June 22, 2005

Supplemental Agreement No. 35 June 30, 2005

Supplemental Agreement No. 36 July 21, 2005

Supplemental Agreement No. 37 March 30, 2006

Supplemental Agreement No. 38 June 6, 2006

 

Table 1 to Purchase Agreement 1951

Aircraft Deliveries and Descriptions

Model 737-700 Aircraft

 

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

1951-9R18

June 6, 2006

 

Continental Airlines, Inc.

1600 Smith Street

Houston, Texas 77002

 

Subject: Letter Agreement No. 1951-9R18 to Purchase Agreement No. 1951 -

Option Aircraft - Model 737-724 Aircraft

 

Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated July 23, 1996 (the Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to Model 737-724 aircraft (the Aircraft). This Letter Agreement supersedes and replaces in its entirety Letter Agreement 1951-9R17 dated July 21, 2005.

All terms used and not defined herein shall have the same meaning as in the Agreement.

In consideration of Buyer's purchase of the Aircraft, Boeing hereby agrees to manufacture and sell up to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] additional Model 737-724 Aircraft (the Option Aircraft) to Buyer, on the same terms and conditions set forth in the Agreement, except as otherwise described in Attachment A hereto, and subject to the terms and conditions set forth below.

1. Delivery.

The Option Aircraft will be delivered to Buyer during or before the months set forth in the following schedule:

Month and Year Number of

of Delivery   Option Aircraft

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  1. Price.

The basic price of the Option Aircraft shall [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

 

3. Option Aircraft Deposit.

In consideration of Boeing's grant to Buyer of options to purchase the Option Aircraft as set forth herein, Buyer has paid a deposit to Boeing of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for each Option Aircraft through Supplemental Agreement 37 and (the Option Deposit) prior to the date of this Letter Agreement. For Option Aircraft added effective Supplemental Agreement 38, the Option Deposit amount is $575,000 for each Option Aircraft. If Buyer exercises an option herein for an Option Aircraft, the amount of the Option Deposit for such Option Aircraft will be credited against the first advance payment due for such Option Aircraft pursuant to the advance payment schedule set forth in Article 5 of the Agreement.

If Buyer does not exercise its option to purchase a particular Option Aircraft pursuant to the terms and conditions set forth herein, Boeing shall be entitled to retain the Option Deposit for such Option Aircraft.

4. Option Exercise.

To exercise its option to purchase the Option Aircraft, Buyer shall give written notice thereof to Boeing on or before the first business day of the month in each Option Exercise Date shown below:

Option Aircraft Option Exercise Date

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

5. Contract Terms.

Within thirty (30) days after Buyer exercises an option to purchase Option Aircraft pursuant to paragraph 4 above, Boeing and Buyer will use their best reasonable efforts to enter into a supplemental agreement amending the Agreement to add the applicable Option Aircraft to the Agreement as a firm Aircraft (the Option Aircraft Supplemental Agreement).

If the parties have not entered into such an Option Aircraft Supplemental Agreement within the time period contemplated herein, either party shall have the right, exercisable by written or telegraphic notice given to the other within ten (10) days after such period, to cancel the purchase of such Option Aircraft.

6. Cancellation of Option to Purchase.

Either Boeing or Buyer may cancel the option to purchase an Option Aircraft if any of the following events are not accomplished by the respective dates contemplated in this Letter Agreement, or in the Agreement, as the case may be:

(i) purchase of the Aircraft under the Agreement for any reason not attributable to the cancelling party;

(ii) payment by Buyer of the Option Deposit with respect to such Option Aircraft pursuant to paragraph 3 herein; or

(iii) exercise of the option to purchase such Option Aircraft pursuant to the terms hereof.

Any cancellation of an option to purchase by Boeing which is based on the termination of the purchase of an Aircraft under the Agreement shall be on a one-for-one basis, for each Aircraft so terminated.

Cancellation of an option to purchase provided by this letter agreement shall be caused by either party giving written notice to the other within ten (10) days after the respective date in question. Upon receipt of such notice, all rights and obligations of the parties with respect to an Option Aircraft for which the option to purchase has been cancelled shall thereupon terminate.

If an option is cancelled as provided above, Boeing shall promptly refund to Buyer, without interest, any payments received from Buyer with respect to the affected Option Aircraft. Boeing shall be entitled to retain the Option Deposit unless cancellation is attributable to Boeing's fault, in which case the Option Deposit shall also be returned to Buyer without interest.

7. Applicability.

Except as otherwise specifically provided, limited or excluded herein, all Option Aircraft that are added to the Agreement by an Option Aircraft Supplemental Agreement as firm Aircraft shall benefit from all the applicable terms, conditions and provisions of the Agreement.

 

If the foregoing accurately reflects your understanding of the matters treated herein, please so indicate by signature below.

Very truly yours,

THE BOEING COMPANY

 

 

 

By /s/ Michael S. Anderson

Its  Attorney-In-Fact     

 

ACCEPTED AND AGREED TO this

Date: June 6, 2006

CONTINENTAL AIRLINES, INC.,

 

 

 

By /s/ Gerald Laderman

Its  Senior Vice President - Finance and Treasurer       

 

 

Attachment

Model 737-724 Aircraft

1. Option Aircraft Description and Changes.

1.1 Aircraft Description. The Option Aircraft are described by Boeing Detail Specification D6-38808-42 Revision A, dated as of November 1, 1998, as amended and revised pursuant to the Agreement.

1.2 Changes. The Option Aircraft Detail Specification shall be revised to include:

(1) Changes applicable to the basic Model 737-700 aircraft which are developed by Boeing between the date of the Detail Specification and the signing of a Supplemental Agreement for the Option Aircraft.

(2) Changes mutually agreed upon.

(3) Changes required to obtain a Standard Certificate of Airworthiness.

1.3 Effect of Changes. Changes to the Detail Specification pursuant to the provisions of the clauses above shall include the effects of such changes upon Option Aircraft weight, balance, design and performance.

2. Price Description.

2.1 Price Adjustments.

2.1.1 Base Price Adjustments. The Base Airplane Price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Supplemental Agreement for the Option Aircraft.

2.1.2 Special Features. The price for Special Features incorporated in the Option Aircraft Detail Specification will be adjusted to Boeing's then-current prices for such features as of the date of execution of the Supplemental Agreement for the Option Aircraft [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

2.1.3 Escalation Adjustments. The Base Airframe and Special Features price will be escalated according to the applicable airframe and engine manufacturer escalation provisions contained in Exhibit D of the Agreement.

2.1.4 Price Adjustments for Changes. Boeing may adjust the Aircraft Basic Price and the Advance Payment Base Prices for Option Aircraft for any changes mutually agreed upon by Buyer and Boeing subsequent to the date that Buyer and Boeing enter into the Supplemental Agreement for the Option Aircraft.

2.1.5 BFE to SPE. An estimate of the total price for items of Buyer Furnished Equipment (BFE) changed to Seller Purchased Equipment (SPE) pursuant to the Detail Specification is included in the Option Aircraft price build-up. The purchase price of the Option Aircraft will be adjusted by the price charged to Boeing for such items plus 10% of such price.

3. Advance Payments.

3.1 If Buyer exercises its right under this letter agreement to acquire an Option Aircraft, Buyer shall pay to Boeing advance payments for such Option Aircraft pursuant to the schedule for payment of advance payments provided in the Agreement.

 

1951-3R22

June 6, 2006

 

Continental Airlines, Inc.

1600 Smith Street

Houston, Texas 77002

 

Subject: Letter Agreement No. 1951-3R22 to Purchase Agreement No. 1951 -

Option Aircraft - Model 737-824 Aircraft

 

Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated July 23, 1996(the Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to Model 737-824 aircraft (the Aircraft). This Letter Agreement supersedes and replaces in its entirety Letter Agreement 1951-3R21 dated June 30, 2005.

All terms used and not defined herein shall have the same meaning as in the Agreement.

In consideration of Buyer's purchase of the Aircraft, Boeing hereby agrees to manufacture and sell up to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] additional Model 737-824 Aircraft (the Option Aircraft) to Buyer, on the same terms and conditions set forth in the Agreement, except as otherwise described in Attachment A hereto, and subject to the terms and conditions set forth below.

1. Delivery.

The Option Aircraft will be delivered to Buyer during or before the months set forth in the following schedule:

Month and Year Number of

of Delivery   Option Aircraft

  1. Price.

The basic price of the Option Aircraft shall be [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

3. Option Aircraft Deposit.

In consideration of Boeing's grant to Buyer of options to purchase the Option Aircraft as set forth herein, Buyer has paid a deposit to Boeing of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for each Option Aircraft (the Option Deposit) prior to the date of this Letter Agreement. If Buyer exercises an option herein for an Option Aircraft, the amount of the Option Deposit for such Option Aircraft will be credited against the first advance payment due for such Option Aircraft pursuant to the advance payment schedule set forth in Article 5 of the Agreement.

If Buyer does not exercise its option to purchase a particular Option Aircraft pursuant to the terms and conditions set forth herein, Boeing shall be entitled to retain the Option Deposit for such Option Aircraft.

4. Option Exercise.

To exercise its option to purchase the Option Aircraft, Buyer shall give written notice thereof to Boeing on or before the first business day of the month in each Option Exercise Date shown below:

Option Aircraft Option Exercise Date

5. Contract Terms.

Within thirty (30) days after Buyer exercises an option to purchase Option Aircraft pursuant to paragraph 4 above, Boeing and Buyer will use their best reasonable efforts to enter into a supplemental agreement amending the Agreement to add the applicable Option Aircraft to the Agreement as a firm Aircraft (the Option Aircraft Supplemental Agreement).

In the event the parties have not entered into such an Option Aircraft Supplemental Agreement within the time period contemplated herein, either party shall have the right, exercisable by written or telegraphic notice given to the other within ten (10) days after such period, to cancel the purchase of such Option Aircraft.

6. Cancellation of Option to Purchase.

Either Boeing or Buyer may cancel the option to purchase an Option Aircraft if any of the following events are not accomplished by the respective dates contemplated in this Letter Agreement, or in the Agreement, as the case may be:

(i) purchase of the Aircraft under the Agreement for any reason not attributable to the canceling party;

(ii) payment by Buyer of the Option Deposit with respect to such Option Aircraft pursuant to paragraph 3 herein; or

(iii) exercise of the option to purchase such Option Aircraft pursuant to the terms hereof.

Any cancellation of an option to purchase by Boeing which is based on the termination of the purchase of an Aircraft under the Agreement shall be on a one-for-one basis, for each Aircraft so terminated.

Cancellation of an option to purchase provided by this letter agreement shall be caused by either party giving written notice to the other within ten (10) days after the respective date in question. Upon receipt of such notice, all rights and obligations of the parties with respect to an Option Aircraft for which the option to purchase has been cancelled shall thereupon terminate.

If an option is cancelled as provided above, Boeing shall promptly refund to Buyer, without interest, any payments received from Buyer with respect to the affected Option Aircraft. Boeing shall be entitled to retain the Option Deposit unless cancellation is attributable to Boeing's fault, in which case the Option Deposit shall also be returned to Buyer without interest.

7. Applicability.

Except as otherwise specifically provided, limited or excluded herein, all Option Aircraft that are added to the Agreement by an Option Aircraft Supplemental Agreement as firm Aircraft shall benefit from all the applicable terms, conditions and provisions of the Agreement.

 

If the foregoing accurately reflects your understanding of the matters treated herein, please so indicate by signature below.

Very truly yours,

THE BOEING COMPANY

 

 

By  /s/ Michael S. Anderson

Its     Attorney-In-Fact   

 

ACCEPTED AND AGREED TO this

Date:  June 6, 2006

CONTINENTAL AIRLINES, INC.,

 

 

By /s/ Gerald Laderman

Its  Senior Vice President - Finance and Treasurer       

 

 

Attachment

Model 737-824 Aircraft

1. Option Aircraft Description and Changes.

1.1 Aircraft Description. The Option Aircraft are described by Boeing Detail Specification D6-38808-43 Revision D, dated October 2, 2001, as amended and revised pursuant to the Agreement.

1.2 Changes. The Option Aircraft Detail Specification shall be revised to include:

(1) Changes applicable to the basic Model 737-800 aircraft which are developed by Boeing between the date of the Detail Specification and the signing of a Supplemental Agreement for the Option Aircraft.

(2) Changes mutually agreed upon.

(3) Changes required to obtain a Standard Certificate of Airworthiness.

1.3 Effect of Changes. Changes to the Detail Specification pursuant to the provisions of the clauses above shall include the effects of such changes upon Option Aircraft weight, balance, design and performance.

2. Price Description.

2.1 Price Adjustments.

2.1.1 Base Price Adjustments. The Base Airplane Price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Supplemental Agreement for the Option Aircraft.

2.1.2 Special Features. The price for Special Features incorporated in the Option Aircraft Detail Specification will be adjusted to Boeing's then-current prices for such features as of the date of execution of the Supplemental Agreement for the Option Aircraft [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

2.1.3 Escalation Adjustments. The Base Airplane and Special Features price will be escalated according to the applicable airframe and engine manufacturer escalation provisions contained in Exhibit D of the Agreement.

2.1.4 Price Adjustments for Changes. Boeing may adjust the Aircraft Basic Price and the Advance Payment Base Prices for Option Aircraft for any changes mutually agreed upon by Buyer and Boeing subsequent to the date that Buyer and Boeing enter into the Supplemental Agreement for the Option Aircraft.

3. Advance Payments.

If Buyer exercises its right under this letter agreement to acquire an Option Aircraft, Buyer shall pay to Boeing advance payments for such Option Aircraft pursuant to the schedule for payment of advance payments provided in the Agreement.

 

Exhibit 10.4

Supplemental Agreement No. 3

to

Purchase Agreement No. 2484

between

The Boeing Company

and

Continental Airlines, Inc.

Relating to Boeing Model 787-8 Aircraft

 

 

THIS SUPPLEMENTAL AGREEMENT, entered into as of May 3, 2006, by and between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC. (Customer);

WHEREAS, the parties hereto entered into Purchase Agreement No. 2484 dated December 29, 2004 (the Purchase Agreement), as amended and supplemented, relating to Boeing Model 787-8 aircraft (the Aircraft);

WHEREAS, Boeing and Customer have agreed to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] with delivery positions as follows:

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

WHEREAS, Boeing and Customer have mutually agreed to the offering of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] with delivery positions as follows:

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

WHEREAS, Boeing and Customer have agreed to revise the date to complete definition of the Aircraft's final configuration, and;

WHEREAS, Boeing has agreed to update the number of training points to which Customer is entitled, based on the additional [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Model 787-8 Aircraft.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:

1. Table of Contents, Articles, Tables and Exhibits:

1.1 Remove and replace, in its entirety, the "Table of Contents", with the Table of Contents attached hereto, to reflect the changes made by this Supplemental Agreement No. 3.

1.2 Add a new page 2 to Table 1 entitled "Purchase Agreement 2484 Aircraft Deliveries, Description, Price and Advance Payments", for the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft added by this Supplemental Agreement No. 3. Table 1 page 1 is unchanged by this Supplemental Agreement No. 3.

1.3 Remove and replace, in its entirety, the Supplemental Exhibit CS1 entitled, "787 Customer Support Document", with the Supplemental Exhibit CS1 attached hereto, with the training point amount updated based on the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft added by this Supplemental Agreement No. 3.

2. Letter Agreements:

2.1 Remove and replace, in its entirety, Letter Agreement 6-1162-MSA-546R1, "Open Configuration Matters", with the revised Letter Agreement 6-1162-MSA-546R2 attached hereto.

2.2 Remove and replace, in its entirety, Letter Agreement 6-1162-MSA-547R1, "Option Aircraft", with the revised Letter Agreement 6-1162-MSA-547R2 attached hereto.

2.3 Remove and replace, in its entirety, Letter Agreement 6-1162-MSA-552R2, "Special Matters", with the revised Letter Agreement 6-1162-MSA-552R3 attached hereto.

2.4 Remove and replace, in its entirety, Letter Agreement 6-1162-MSA-554R1, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with the revised Letter Agreement 6-1162-MSA-554R2 attached hereto.

 

3. Payment:

Customer previously paid to Boeing a Deposit for the additional [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] firm Aircraft in the amount of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. In connection with execution of this Supplemental Agreement No. 3, Customer will make a payment to Boeing in the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

4. Effectiveness:

Except for the payment Section 3 above, this Supplemental Agreement No. 3 and the amendments to the Purchase Agreement effected hereby shall not be effective or enforceable by either party unless and until (i) Customer's Board of Directors approves the transactions contemplated hereby at its scheduled meeting in June 2006 and (ii) any conditions to the approval by Customer's Board of Directors have been satisfied. Customer shall notify Boeing in writing promptly of its Board of Directors' decision and whether such conditions have been satisfied.

4.1 If such approval is obtained at Customer's June 2006 Board of Directors meeting and if such conditions (if any) have been satisfied prior to June 23, 2006, the Purchase Agreement will be deemed to be supplemented to the extent herein provided as of the date of such Customer notification to Boeing and as so supplemented will continue in full force and effect.

4.2 If such approval is not obtained at Customer's June 2006 Board of Directors meeting or if such conditions have not been satisfied prior to June 23, 2006, (a) this Supplemental Agreement No. 3 and the amendments to the Purchase Agreement effected hereby shall be of no force or effect, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Supplemental Agreement No. 2 and the amendments to the Purchase Agreement will continue in full force and effect.

EXECUTED IN DUPLICATE as of the day and year first written above.

 

THE BOEING COMPANY CONTINENTAL AIRLINES, INC.

 

 

 

By: /s/ Michael S. Anderson By: /s/ Gerald Laderman

Its: Attorney-In-Fact __ Its: Senior Vice President -

Finance and Treasurer

 

 

TABLE OF CONTENTS

 

SA

ARTICLES NUMBER

1. Quantity, Model and Description 2

2. Delivery Schedule 2

3. Price 2

4. Payment 2

5. Additional Terms 2

 

TABLE

1. Aircraft Information Table 3

 

EXHIBIT

A. Aircraft Configuration 1

B. Aircraft Delivery Requirements and Responsibilities 1

 

SUPPLEMENTAL EXHIBITS

AE1. Escalation Adjustment/Airframe and Optional Features 1

BFE1. Buyer Furnished Equipment Variables 1

CS1. Customer Support Document 3

EE1. Engine Escalation/Engine Warranty and Patent Indemnity 2

SLP1. Service Life Policy Components 1

 

TABLE OF CONTENTS

 

SA

LETTER AGREEMENTS NUMBER

6-1162-MSA-546R2 Open Configuration Matters 3

6-1162-MSA-547R2 Option Aircraft 3

6-1162-MSA-549 Spares Initial Provisioning 1

 

 

TABLE OF CONTENTS

SA

CONFIDENTIAL LETTER AGREEMENTS NUMBER

6-1162-MSA-550 Spare Parts Commitment 1

6-1162-MSA-551R1 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2

6-1162-MSA-552R3 Special Matters 3

6-1162-MSA-553R1 Open Matters 1

6-1162-MSA-554R2 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 3

6-1162-MSA-555 Promotion Support 1

 

 

TABLE OF CONTENTS

 

SUPPLEMENTAL AGREEMENTS DATED AS OF:

Supplemental Agreement No. 1 June 30, 2005

Supplemental Agreement No. 2 January 20, 2006

Supplemental Agreement No. 3 May 3, 2006

Table 1

Purchase Agreement 2484

Aircraft Delivery, Description, Price and Advance Payments

(787-8 / [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] /

2004$s / [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

787 CUSTOMER SUPPORT DOCUMENT

between

THE BOEING COMPANY

and

CONTINENTAL AIRLINES, INC.

 

Supplemental Exhibit CS1 to Purchase Agreement Number 2484

 

This document contains:

Part 1: Boeing Maintenance and Flight Training Programs; Operations Engineering Support

Part 2: Field Services and Engineering Support

Services

Part 3: Technical Information and Materials

Part 4: Alleviation or Cessation of Performance

Part 5: Protection of Proprietary Information and
Proprietary Materials

787 CUSTOMER SUPPORT DOCUMENT

PART 1: BOEING MAINTENANCE AND FLIGHT TRAINING

PROGRAMS; OPERATIONS ENGINEERING SUPPORT

 

1. Boeing Training Programs.

Boeing will provide maintenance training, cabin attendant training, and flight training programs to support the introduction of the Aircraft into service as provided in this Supplemental Exhibit CS1.

1.1 Customer is awarded 2,045 points (Training Points) [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. At any time before 24 months after delivery of Customer's last Aircraft (Training Program Period) Customer may exchange Training Points for any of the training courses described on Attachment A at the point values described on Attachment A or for other training Boeing may identify at specified point values. At the end of the Training Program Period any unused Training Points will expire. For clarity, the Training Program Period is estimated to start no earlier than 6 months prior to Customer's initial Aircraft deliveries. Actual start dates and schedules will be coordinated at the planning conference, which per Article 2.1 below is estimated to occur approximately 12 months prior to Aircraft entry into service.

1.2 In addition to the training provided in Article 1.1, Boeing will provide to Customer the following training and services:

1.2.1 Flight dispatcher model specific instruction; 2 classes of 6 students;

1.2.2 Performance engineer model specific instruction in Boeing's regularly scheduled courses; schedules are published yearly.

1.2.3 Additional Flight Operations Services:

a. Boeing flight crew personnel to assist in ferrying the first Aircraft to Customer's main base;

b. Instructor pilots for 90 Man Days (as defined in Article 5.4, below) for revenue service training assistance;

c. An instructor pilot to visit Customer 6 months after revenue service training to review Customer's flight crew operations for a

2 week period.

If any part of the training described in this Article 1.2 is not completed by Customer within 24 months after the delivery of the last Aircraft, Boeing will have no obligation to provide such training.

2. Training Schedule and Curricula.

2.1 Customer and Boeing will together conduct planning conferences approximately 12 months before the scheduled delivery month of the first Aircraft of a model to define and schedule the maintenance, flight training and cabin attendant training programs. At the conclusion of each planning conference the parties will document Customer's course selection, training schedule, and, if applicable, Training Point application and remaining Training Point balance.

2.2 Customer may also request training by written notice to Boeing identifying desired courses, dates and locations. Within 15 days of Boeing's receipt of such request Boeing will provide written response to Customer confirming whether the requested courses are available at the times and locations requested by Customer.

3. Location of Training.

3.1 Boeing will conduct all training at any of its or its wholly-owned subsidiaries' training facilities equipped for the model of Aircraft. Customer shall decide on the location or mix of locations for training, subject to space being available in the desired courses at the selected training facility on the dates desired.

3.2 If requested by Customer, Boeing will conduct the classroom portions of the maintenance and flight training (except for the Performance Engineer training courses) at a mutually acceptable alternate training site, subject to the following conditions:

3.2.1 Customer will provide acceptable classroom space, simulators (as necessary for flight training) and training equipment required to present the courses;

3.2.2 Customer will pay Boeing's portal to portal actual expenses for lodging, ground transportation, laundry, baggage handling, communication costs and per diem meal charge for each Boeing instructor for each day, or fraction thereof, that the instructor is away from his home location, including travel time;

3.2.3 Customer will provide, or will reimburse Boeing for the actual costs of round-trip transportation for Boeing's instructors and the shipping costs of training Materials (as defined in Part 3 paragraph 1 of this Supplemental Exhibit CS1), which must be shipped to the alternate training site;

3.2.4 Customer will be responsible for all taxes, fees, duties, licenses, permits and similar expenses incurred by Boeing and its employees as a result of Boeing's providing training at the alternate site or incurred as a result of Boeing providing revenue service training; and

3.2.5 Those portions of training that require the use of training devices not available at the alternate site will be conducted at Boeing's facility or at some other alternate site. Customer will be responsible for additional expenses, if any, which result from the use of such alternate site.

4. Training Materials.

Boeing will provide training Materials will be provided for each student (Training Materials). In addition, if requested by Customer, one complete set of Training Materials will be provided for use in Customer's own training program. Training Materials may be used only for either (i) the individual student's reference during Boeing provided training and for review thereafter or (ii) Customer's provision of training to individuals directly employed by the Customer.

5. Additional Terms and Conditions.

5.1 All training will reflect an airplane configuration defined by (i) Boeing's standard configuration specification for 787 aircraft, (ii) Boeing's standard configuration specification for the minor model of 787 aircraft selected by Customer, and (iii) any Optional Features selected by Customer from Boeing's standard catalog of Optional Features. Upon Customer's request, Boeing may provide training customized to reflect other elements of Customer's Aircraft configuration subject to a mutually acceptable price, schedule, scope of work and other applicable terms and conditions.

5.2 All training will be provided in the English language. If translation is required, Customer will provide interpreters.

5.3 Customer will be responsible for all expenses of Customer's personnel except that in the Puget Sound region of Washington State Boeing will transport Customer's personnel between their local lodgings and Boeing's training facility.

5.4 Boeing flight instructor personnel will not be required to work more than 5 days per week, or more than 8 hours in any one 24-hour period (Man Day), of which not more than 5 hours per 8-hour workday will be spent in actual flying. These foregoing restrictions will not apply to ferry assistance or revenue service training services, which will be governed by FAA rules and regulations.

5.5 Normal Line Maintenance is defined as line maintenance that Boeing might reasonably be expected to furnish for flight crew training at Boeing's facility, and will include ground support and Aircraft storage in the open, but will not include provision of spare parts. Boeing will provide Normal Line Maintenance services for any Aircraft while the Aircraft is used for flight crew training at Boeing's facility in accordance with the Boeing Maintenance Plan (Boeing document D6-82076) and the Repair Station Operation and Inspection Manual (Boeing document D6-25470). Customer will provide such services if flight crew training is conducted elsewhere. Regardless of the location of such training, Customer will be responsible for providing all maintenance items (other than those included in Normal Line Maintenance) required during the training, including, but not limited to, fuel, oil, landing fees and spare parts.

5.6 If the training is based at Boeing's facility and the Aircraft is damaged during such training, Boeing will make all necessary repairs to the Aircraft as promptly as possible. Customer will pay Boeing's reasonable charge, including the price of parts and materials, for making the repairs. If Boeing's estimated labor charge for the repair exceeds [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Boeing and Customer will enter into an agreement for additional services before beginning the repair work.

5.7 If the flight training is based at Boeing's facility, several airports in the surrounding area may be used, at Boeing's option, which shall be identified by Boeing at the flight training planning conference. Unless otherwise agreed in the flight training planning conference, it will be Customer's responsibility to make arrangements for the use of such airports.

5.8 If Boeing agrees to make arrangements on behalf of Customer for the use of airports for flight training, Boeing will pay on Customer's behalf any landing fees charged by any airport used in conjunction with the flight training. At least 30 days before flight training, Customer will provide Boeing an open purchase order against which Boeing will invoice Customer for any landing fees Boeing paid on Customer's behalf. The invoice will be submitted to Customer approximately 60 days after flight training is completed, when all landing fee charges have been received and verified. Customer will pay the invoiced amount to Boeing within 30 days of the date of the invoice.

5.9 If requested by Boeing, in order to provide the flight training or ferry flight assistance, Customer will make available to Boeing an Aircraft after delivery to familiarize Boeing instructor or ferry flight crew personnel with such Aircraft. If flight of the Aircraft is required for any Boeing instructor or ferry flight crew member to maintain an FAA license for flight proficiency or landing currency, Boeing will be responsible for the costs of fuel, oil, landing fees and spare parts attributable to that portion of the flight.

 

787 CUSTOMER SUPPORT DOCUMENT

PART 2: FIELD AND ENGINEERING SUPPORT SERVICES

 

1. Field Service Representation.

Boeing will furnish field service representation to advise Customer with respect to the maintenance and operation of the Aircraft (Field Service Representatives).

1.1 Field Service Representatives will be available at or near Customer's main maintenance or engineering facility beginning before the scheduled delivery month of the first Aircraft and ending [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] after delivery of the last Aircraft covered by a specific purchase agreement.

1.2 When a Field Service Representative is positioned at Customer's facility, Customer will provide, at no charge to Boeing, suitable furnished office space and office equipment, including internet capability for electronic access of data, at the location where Boeing is providing Field Service Representatives. As required, Customer will assist each Field Service Representative with visas, work permits, customs, mail handling, identification passes and formal introduction to local airport authorities.

1.3 Boeing's Field Service Representatives are assigned to various airports and other locations around the world. Whenever Customer's Aircraft are operating through any such airport, the services of Boeing's Field Service Representatives are available to Customer.

2. Engineering Support Services.

2.1 Boeing will, if requested by Customer, provide technical advisory assistance from the Seattle area or at a base designated by Customer as appropriate for any Aircraft or Boeing Product (as defined in Part 1 of Exhibit C of the AGTA). Technical advisory assistance provided will include:

2.1.1 Analysis of the information provided by Customer to determine the probable nature and cause of operational problems and suggestion of possible solutions.

2.1.2 Analysis of the information provided by Customer to determine the nature and cause of unsatisfactory schedule reliability and the suggestion of possible solutions.

2.1.3 Analysis of the information provided by Customer to determine the nature and cause of unsatisfactory maintenance costs and the suggestion of possible solutions.

2.1.4 Analysis and commentary on Customer's engineering releases relating to structural repairs not covered by Boeing's Structural Repair Manual including those repairs requiring advanced composite structure design.

2.1.5 Analysis and commentary on Customer's engineering proposals for changes in, or replacement of, systems, parts, accessories or equipment manufactured to Boeing's detailed design. Boeing will not analyze or comment on any major structural change unless Customer's request for such analysis and comment includes complete detailed drawings, substantiating information (including any information required by applicable government agencies), all stress or other appropriate analyses, and a specific statement from Customer of the substance of the review and the response requested.

2.1.6 One (1) evaluation of Customer's technical facilities, tools and equipment for servicing and maintaining 787 aircraft, recommendation of changes where necessary and assistance in the formulation of an initial maintenance plan for the introduction of the first Aircraft into service.

2.1.7 Assistance with the analysis and preparation of performance data to be used in establishing operating practices and policies for Customer's operation of Aircraft.

2.1.9 Assistance with interpretation of the minimum equipment list, the definition of the configuration deviation list and the analysis of individual Aircraft performance.

2.1.9 Assistance with solving operational problems associated with delivery and route-proving flights.

2.1.10 Information regarding significant service items relating to Aircraft performance or flight operations.

2.1.11 Operations engineering support during the ferry flight of an Aircraft.

2.1.12 Assistance in developing an Extended Twin Operations (ETOPs) plan for regulatory approval.

2.2 Boeing will, if requested by Customer, perform work on an Aircraft after delivery but prior to the initial departure flight or upon the return of the Aircraft to Boeing's facility prior to completion of that flight. The following conditions will apply to Boeing's performance:

2.2.1 Boeing may rely upon the commitment authority of the Customer's personnel requesting the work.

2.2.2 As title and risk of loss has passed to Customer, the insurance provisions of Article 8.2 of the AGTA apply.

2.2.3 The provisions of the Boeing Warranty in Part 2 of Exhibit C of the AGTA apply.

2.2.4 Customer will pay Boeing for requested work not covered by the Boeing Warranty, if any.

2.2.5 The DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 and Article 3.8 of Part 6 of Exhibit C of the AGTA apply.

2.3 Boeing may, at Customer's request, provide services other than those described in Articles 2.1 and 2.2 of this Supplemental Exhibit CS1 for an Aircraft after delivery, which may include, but not be limited to, retrofit kit changes (kits and/or information), training, flight services, maintenance and repair of Aircraft (Additional Services). Such Additional Services will be subject to a mutually acceptable price, schedule, scope of work and other applicable terms and conditions. The DISCLAIMER AND RELEASE and the EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of the AGTA and the insurance provisions in Article 8.2 of the AGTA will apply to any such work. Title to and risk of loss of any such Aircraft will always remain with Customer.

 

 

787 CUSTOMER SUPPORT DOCUMENT

PART 3: TECHNICAL INFORMATION AND MATERIALS

 

1. General.

Materials are defined as any and all items that are created by Boeing or a third party, which are provided directly or indirectly from Boeing and serve primarily to contain, convey or embody information. Materials may include either tangible embodiments (for example, documents or drawings), or intangible embodiments (for example, software and other electronic forms) of information but excludes Aircraft Software. Aircraft Software is defined as software that is installed on and used in the operation of the Aircraft.

Customer Information is defined as that data provided by Customer to Boeing which falls into one of the following categories: (i) aircraft operational information (including, but not limited to, flight hours, departures, schedule reliability, engine hours, number of aircraft, aircraft registries, landings, and daily utilization and schedule interruptions for Boeing model aircraft); (ii) summary and detailed shop findings data; (iii) aircraft readiness log data; (iv) non-conformance reports; (v) line maintenance data; (vi) airplane message data, (vii) scheduled maintenance data, and (viii) service bulletin incorporation.

Upon execution by Customer of Boeing's standard form Customer Services General Terms Agreement and Supplemental Agreement for Electronic Access Boeing will provide to Customer through electronic access certain Materials to support the maintenance and operation of the Aircraft. Such Materials will, if applicable, be prepared generally in accordance with Air Transport Association of America (ATA) iSpec 2200, entitled "Specification for Manufacturers" Technical Data." Materials not covered by iSpec 2200 will be provided in a structure suitable for the Material's intended use. Materials will be in English and in the units of measure used by Boeing to manufacture an Aircraft.

2. Materials Planning Conferences.

Customer and Boeing will conduct planning conferences approximately [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] before the scheduled delivery month of the first Aircraft in order to mutually determine (i) the Materials to be furnished to Customer in support of the Aircraft, (ii) the Customer Information to be furnished by Customer to Boeing, (iii) the update cycles of the Materials to be furnished to Customer, (iv) the update cycles of the Customer Information to be furnished to Boeing, (v) any Customer preparations necessary for Customer's transmittal of Customer Information to Boeing, and (vi) any Customer preparations necessary for Customer's electronic access to the Materials.

3. Technical Data and Maintenance Information.

Boeing will provide technical data and maintenance information equivalent to that traditionally provided in the following manuals and documents. The format for this data and information is not yet determined in all cases. Whenever possible Boeing will provide such data and information through electronic access.

a) Flight Operations Information.

Airplane Flight Manual

Operations Manual and Checklist

Planning and Performance Manual

Weight and Balance Manual

Dispatch Deviation Procedures Guide and Master Minimum Equipment List

Flight Crew Training Manual

Fault Reporting Manual

Performance Engineer's Manual

Jet Transport Performance Methods

FMC Supplemental Data Document

Operational Performance Software

ETOPS Guide Vol. III

Flight Planning and Performance Manual

b) Maintenance Information.

Maintenance Manual

Wiring Diagram Manual

Systems Schematics Manual

Structural Repair Manual

Component Maintenance Manual

Standard Overhaul Practices Manual

Standard Wiring Practices Manual

Non-Destructive Test Manual

Service Bulletins and Index

Corrosion Prevention Manual

Fault Isolation Manual

Power Plant Buildup Manual (except Rolls Royce)

In Service Activity Report

All Operators Letters

Service Letters

Structural Item Interim Advisory

Combined Index

Maintenance Tips

Configuration Data Base Generator User Guide

Production Management Data Base

Baggage/Cargo Loading Manual

    1. Maintenance Planning.

Maintenance Review Board Report

Maintenance Planning Data Document

Maintenance Task Cards and Index

Maintenance Inspection Intervals Report

ETOPS Guide Vol. II

Configuration Maintenance and Procedures for Extended Range Operations

d) Spares Information.

Illustrated Parts Catalog

Standards Books

e) Airplane & Airport Information.

Facilities and Equipment Planning Document

Special Tool & Ground Handling Equipment Drawings & Index

Supplementary Tooling Documentation

Illustrated Tool and Equipment List/Manual

Aircraft Recovery Document

Airplane Characteristics for Airport Planning Document

Airplane Rescue and Fire Fighting Document

Engine Ground Handling Document

ETOPS Guide Vol. I

f) Shop Maintenance.

Service Bulletins

Component Maintenance Manuals and Index

Publications Index

Product Support Supplier Directory

Supplier Product Support and Assurance Agreements

g) Fleet Statistical Data and Reporting.

Fleet Message and Fault Data views, charts, and reports

4. Advance Representative Materials.

Boeing will select all advance representative Materials from available sources and whenever possible will provide them through electronic access. Such advance Materials will be for advance planning purposes only.

5. Customized Materials.

All customized Materials will reflect the configuration of each Aircraft as delivered.

6. Revisions.

6.1 The schedule for updating certain Materials will be identified in the planning conference. Such updates will reflect changes to Materials developed by Boeing.

6.2 If Boeing receives written notice that Customer intends to incorporate, or has incorporated, any Boeing service bulletin in an Aircraft, Boeing will update Materials reflecting the effects of such incorporation into such Aircraft.

7. Supplier Technical Data.

7.1 For supplier-manufactured programmed airborne avionics components and equipment classified as Seller Furnished Equipment (SFE) or Seller Purchased Equipment (SPE) or Buyer Designated Equipment (BDE) which contain computer software designed and developed in accordance with Radio Technical Commission for Aeronautics Document No. RTCA/DO-178 dated January 1982, No. RTCA/DO-178A dated March 1985, or later as available, Boeing will request that each supplier of the components and equipment make software documentation available to Customer.

7.2 The provisions of this Article will not be applicable to items of BFE.

7.3 Boeing will furnish to Customer a document identifying the terms and conditions of the product support agreements between Boeing and its suppliers requiring the suppliers to fulfill Customer's requirements for information and services in support of the Aircraft.

8. Buyer Furnished Equipment Data.

Boeing will incorporate BFE line maintenance information into the customized Materials providing Customer makes the information available to Boeing at least six (6) months prior to the scheduled delivery month of each Aircraft. Boeing will incorporate such BFE line maintenance information into the Materials prior to delivery of each Aircraft reflecting the configuration of that Aircraft as delivered. Upon Customer's request, Boeing may provide update service after delivery to such information subject to the terms of Part 2, Article 2.3 relating to Additional Services. Customer agrees to furnish all BFE line maintenance information in Boeing's standard digital format.

9. Customer's Shipping Address.

From time to time Boeing may furnish certain Materials or updates to Materials by means other than electronic access. Customer will specify a single address and Customer shall promptly notify Boeing of any change to that address. Boeing will pay the reasonable shipping costs of the Materials. Customer is responsible for any customs clearance charges, duties, and taxes.

787 CUSTOMER SUPPORT DOCUMENT

PART 4: ALLEVIATION OR CESSATION OF PERFORMANCE

 

Boeing will not be required to provide any Materials, services, training or other things at a facility designated by Customer if any of the following conditions exist and those conditions would prevent Boeing from performing its services or make the performance of such services impracticable or inadvisable:

1. a labor stoppage or dispute in progress involving Customer;

2. wars or warlike operations, riots or insurrections in the country where the facility is located;

3. any condition at the facility which, in the opinion of Boeing, is detrimental to the general health, welfare or safety of its personnel or their families;

4. the United States Government refuses permission to Boeing personnel or their families to enter into the country where the facility is located, or recommends that Boeing personnel or their families leave the country; or

5. the United States Government refuses permission to Boeing to deliver Materials, services, training or other things to the country where the facility is located.

After the location of Boeing personnel at the facility, Boeing further reserves the right, upon the occurrence of any of such events, to immediately and without prior notice to Customer relocate its personnel and their families.

 

 

787 CUSTOMER SUPPORT DOCUMENT

PART 5: PROTECTION OF PROPRIETARY INFORMATION

AND PROPRIETARY MATERIALS

 

1. General.

All Materials provided by Boeing to Customer and not covered by a Boeing CSGTA or other agreement between Boeing and Customer defining Customer's right to use and disclose the Materials and included information will be covered by and subject to the terms of the AGTA as amended by the terms of the Purchase Agreement. Title to all Materials containing, conveying or embodying confidential, proprietary or trade secret information (Proprietary Information) belonging to Boeing or a third party (Proprietary Materials), will at all times remain with Boeing or such third party. Customer will treat all Proprietary Materials and all Proprietary Information in confidence and use and disclose the same only as specifically authorized in the AGTA as amended by the terms of the Purchase Agreement, or the CSGTA, and except to the extent required by law.

2. License Grant.

2.1 Boeing grants to Customer a perpetual worldwide, non-exclusive, non-transferable license to use and disclose Proprietary Materials in accordance with the terms and conditions of the AGTA as amended by the terms of the Purchase Agreement. Customer is authorized to make copies of Materials (except for Materials bearing the copyright legend of a third party), and all copies of Proprietary Materials will belong to Boeing and be treated as Proprietary Materials under the AGTA as amended by the terms of the Purchase Agreement. Customer will preserve all proprietary legends, and all copyright notices on all Materials and insure the inclusion of those legends and notices on all copies.

2.2 Customer grants to Boeing a perpetual, world-wide, non-exclusive, non-transferable license to use and disclose Customer Information or derivative works thereof in Boeing data and information products and services provided indicia identifying Customer Information as originating from Customer is removed from such Customer Information.

3. Use of Proprietary Materials and Proprietary Information.

Customer is authorized to use Proprietary Materials and Proprietary Information for the purpose of: (a) operation, maintenance, repair, or modification of Customer's Aircraft for which the Proprietary Materials and Proprietary Information have been specified by Boeing and (b) development and manufacture of training devices and maintenance tools for use by Customer.

4. Providing of Proprietary Materials to Contractors.

Customer is authorized to provide Proprietary Materials to Customer's contractors for the sole purpose of maintenance, repair, or modification of Customer's Aircraft for which the Proprietary Materials have been specified by Boeing. In addition, Customer may provide Proprietary Materials to Customer's contractors for the sole purpose of developing and manufacturing training devices and maintenance tools for Customer's use. Before providing Proprietary Materials to its contractor, Customer will first obtain a written agreement from the contractor by which the contractor agrees (a) to use the Proprietary Materials only on behalf of Customer, (b) to be bound by all of the restrictions and limitations of this Part 5, and (c) that Boeing is a third party beneficiary under the written agreement. Customer agrees to provide copies of all such written agreements to Boeing upon request. A sample agreement acceptable to Boeing is attached as Appendix VII to the AGTA.

5. Providing of Proprietary Materials and Proprietary Information to Regulatory Agencies.

5.1 When and to the extent required by a government regulatory agency having jurisdiction over Customer or an Aircraft, Customer is authorized to provide Proprietary Materials and to disclose Proprietary Information to the agency for use in connection with Customer's operation, maintenance, repair, or modification of such Aircraft. Customer agrees to take all reasonable steps to prevent the agency from making any distribution, disclosure, or additional use of the Proprietary Materials and Proprietary Information provided or disclosed. Customer further agrees to notify Boeing immediately upon learning of any (a) distribution, disclosure, or additional use by the agency, (b) request to the agency for distribution, disclosure, or additional use, or (c) intention on the part of the agency to distribute, disclose, or make additional use of Proprietary Materials or Proprietary Information.

5.2 In the event of an Aircraft or Aircraft systems-related incident, the Customer may suspend, or block access to Customer Information pertaining to its Aircraft or fleet. Such suspension may be for an indefinite period of time.

 

May 3, 2006

6-1162-MSA-546R2

 

 

Continental Airlines, Inc.

1600 Smith Street

Houston, Texas 77002

 

Subject: Open Configuration Matters

Reference: Purchase Agreement No. 2484 (the Purchase Agreement)

between The Boeing Company (Boeing) and Continental

Airlines, Inc. (Customer) relating to Model 787-8 aircraft (the Aircraft)

Ladies and Gentlemen:

 

This Letter Agreement amends and supplements the Purchase Agreement. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement 6-1162-MSA-546R1 dated June 30, 2005.

1. Aircraft Configuration.

Due to the developing design of the 787 Aircraft and the long period of time between the Purchase Agreement signing and delivery of Customer's first Aircraft, the configuration of Customer's Aircraft has not yet been defined. The parties agree to complete defining the configuration of the Aircraft no later than [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], using the configuration elements defined in 787 Airplane Description and Selections Document Number 787B1-0227, which includes available Optional Features for selection (Configuration).

2. Effect on Purchase Agreement.

By [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Boeing will provide Customer a written amendment to the Purchase Agreement reflecting the Configuration, including, without limitation, the effects of the Configuration on those portions of the Purchase Agreement described in Articles 2.1 through 2.4, below. In advance of the final Configuration by [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], the parties agree to the following advanced configuration releases:

    • Preliminary Configuration - LOPA YS5509 dated 10/4/04, used to define a preliminary Performance Guarantees release (reference Article 2.3 below). This has been completed per Supplemental Agreement No. 1 to the Purchase Agreement.
    • Interim Configuration - to be released by September 2006, used to define the final Performance Guarantees release (reference Article 2.3 below) and update the pricing (reference Article 2.4 below).

2.1 Exhibit A. The Configuration will be incorporated into Exhibit A of the Purchase Agreement.

2.2 Basic Specification. Changes applicable to the basic Model 787 aircraft which are developed by Boeing between the date of signing of the Purchase Agreement and completion of the Configuration will be incorporated into Exhibit A of the Purchase Agreement.

2.3 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Boeing will provide to Customer revisions to Letter Agreement 6-1162-MSA-551, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], to reflect the effects of the Configuration, if any, on [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

2.4 Price Adjustments. The Aircraft Basic Price and Advance Payment Base Price of each Aircraft set forth on Table 1 to the Purchase Agreement is based in part on an estimate of the value of the Optional Features and any related Seller Purchased Equipment. The Aircraft Basic Price and the Advance Payment Base Price of each Aircraft will be adjusted as required and agreed by the parties in a supplemental agreement to the Purchase Agreement to reflect the difference between such estimate and the actual price of such elements of the Configuration.

  1. Other Letter Agreements.

Boeing and Customer acknowledge that as the definition of the Aircraft progresses, there will be a need to execute letter agreements addressing one or more of the following subjects:

3.1 Customer Software. Additional provisions relating to the loading of software owned by or licensed to Customer on the Aircraft at delivery.

3.2 Installation of Cabin Systems Equipment. Additional provisions relating to the terms on which Boeing will offer and install in-flight entertainment systems and cabin communications systems in the Aircraft.

3.3 Buyer Furnished Equipment (BFE) and Seller Purchased Equipment (SPE). Provisions relating to the terms on which Boeing may offer or install BFE and SPE in the Aircraft.

3.4 Connexion by Boeing. Provisions relating to the terms under which Boeing may offer or install Connexion by Boeing in the Aircraft.

 

 

 

 

Very truly yours,

THE BOEING COMPANY

 

 

By /s/ Michael S. Anderson

Its Attorney-In-Fact

 

ACCEPTED AND AGREED TO this

Date: May 3, 2006

CONTINENTAL AIRLINES, INC.

 

 

By /s/ Gerald Laderman

Its__ Senior Vice President - Finance and Treasurer

May 3, 2006

6-1162-MSA-547R2

 

Continental Airlines, Inc.

1600 Smith Street

Houston, TX 77002

 

 

Subject: Option Aircraft

Reference: Purchase Agreement 2484 (the Purchase Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Customer) relating to Model 787-8 aircraft (the Aircraft)

 

Ladies and Gentlemen:

This Letter Agreement amends and supplements the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement 6-1162-MSA-547R1 dated January 20, 2006. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

Boeing agrees to manufacture and sell to Customer up to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] additional Model 787-8 aircraft as Option Aircraft. The delivery months, number of aircraft, Advance Payment Base Price per aircraft and advance payment schedule are listed in the Attachment to this Letter Agreement (the Attachment).

1. Aircraft Description and Changes

1.1 Aircraft Description: The Option Aircraft are described by the Detail Specification listed in the Attachment, and subject to the items in section 1.2 below.

1.2 Changes: The Detail Specification will be revised to include:

(i) Changes applicable to the basic Model 787 aircraft which are developed by Boeing between the date of the Detail Specification and the signing of the definitive agreement to purchase the Option Aircraft;

(ii) Changes required to obtain required regulatory certificates; and

(iii) Changes mutually agreed upon.

2. Price

2.1 The pricing elements of the Option Aircraft are listed in the Attachment.

2.2 Price Adjustments.

2.2.1 Optional Features. The Optional Features Prices selected for the Option Aircraft will be adjusted to Boeing's current prices as of the date of execution of the definitive agreement for the Option Aircraft.

2.2.2 Escalation Adjustments. The Airframe Price and the Optional Features Prices for Option Aircraft will be escalated on the same basis as the Aircraft, and will be adjusted to Boeing's then-current escalation provisions as of the date of execution of the definitive agreement for the Option Aircraft.

The engine manufacturer's current escalation provisions, listed in Exhibit Supplement EE1 to the Purchase Agreement, have been estimated to the months of scheduled delivery using commercial forecasts to calculate the Advance Payment Base Price listed in the Attachment to this Letter Agreement. The engine escalation provisions will be revised if they are changed by the engine manufacturer prior to the signing of a definitive agreement for the Option Aircraft.

2.2.3 Base Price Adjustments. The Airframe Price and the Engine Price of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then current prices as of the date of execution of the definitive agreement for the Option Aircraft.

3. Payment.

3.1 Customer will pay a deposit to Boeing in the amount shown in the Attachment for each Option Aircraft (Option Deposit), on the date of this Letter Agreement. If Customer exercises an option, the Option Deposit will be credited against the first advance payment due. If Customer does not exercise an option, Boeing will retain the Option Deposit for that Option Aircraft.

3.2 If Customer exercises its option to acquire an Option Aircraft, advance payments in the amounts and at the times listed in the Attachment will be payable for that Option Aircraft. The remainder of the Aircraft Price for that Option Aircraft will be paid at the time of delivery.

4. Option Exercise.

Customer may exercise an option to acquire an Option Aircraft by giving written notice to Boeing on or before the date [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] months prior to the first business day of the applicable delivery month listed in the Attachment (Option Exercise Date).

5. Contract Terms.

Boeing and Customer will use their best efforts to reach a definitive agreement for the purchase of an Option Aircraft, including the terms and conditions contained in this Letter Agreement, in the Purchase Agreement, and other terms and conditions as may be agreed upon to add the Option Aircraft to the Purchase Agreement as an Aircraft. If the parties have not entered into a definitive agreement within 30 days following option exercise, either party may terminate the purchase of such Option Aircraft by giving written notice to the other within 5 days. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

 

Very truly yours,

THE BOEING COMPANY

 

 

By /s/ Michael S. Anderson

Its Attorney-In-Fact

 

ACCEPTED AND AGREED TO this

Date: May 3, 2006

CONTINENTAL AIRLINES, INC.

 

 

By /s/ Gerald Laderman

Its__ Senior Vice President - Finance and Treasurer

 

Attachment

Attachment to

Option Aircraft Letter Agreement 6-1162-MSA-547R2

Option Aircraft Delivery, Description, Price and Advance Payments

(787-8 / [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] / 2004 $s / [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

May 3, 2006

6-1162-MSA-552R3

 

 

Continental Airlines, Inc.

1600 Smith Street

Houston, Texas 77002

 

Subject: Special Matters

Reference: Purchase Agreement No. 2484 (the Purchase Agreement)

between The Boeing Company (Boeing) and Continental

Airlines, Inc. (Customer) relating to Model 787-8 aircraft (the Aircraft)

Ladies and Gentlemen:

This Letter Agreement amends and supplements the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement 6-1162-MSA-552R2 dated January 20, 2006. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

1. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

2. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

3. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

4. Option Aircraft [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

4.1 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

4.2 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

4.3 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

5. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

6. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

7. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

8. Aircraft Invoices.

Upon Customer request, at the time of Aircraft delivery Boeing agrees to provide a separate invoice addressed to the owner/trustee of such Aircraft specifying the dollar amount to be received at the time of delivery. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

9. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

10. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

11. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

12. Confidential Treatment.

Boeing and Customer understand that certain information contained in this Letter Agreement, including any attachments hereto, is considered by both parties to be confidential. Boeing and Customer agree that each party will treat this Letter Agreement and the information contained herein as confidential and will not, without the other party's prior written consent, disclose this Letter Agreement or any information contained herein to any other person or entity except as may be required by applicable law or governmental regulations.

Very truly yours,

THE BOEING COMPANY

 

 

By /s/ Michael S. Anderson

Its Attorney-In-Fact

 

ACCEPTED AND AGREED TO this

Date: May 3, 2006

CONTINENTAL AIRLINES, INC.

 

 

By /s/ Gerald Laderman

Its__ Senior Vice President - Finance and Treasurer

May 3, 2006

6-1162-MSA-554R2

Continental Airlines, Inc.

1600 Smith Street

Houston, Texas 77002

 

Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Reference: Purchase Agreement No. 2484 (the Purchase Agreement)

between The Boeing Company (Boeing) and Continental

Airlines, Inc. (Customer) relating to Model 787-8 aircraft (the Aircraft)

Ladies and Gentlemen:

This Letter Agreement amends and supplements the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement 6-1162-MSA-554R1 dated January 20, 2006. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

1. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

2. Confidential Treatment.

Boeing and Customer understand that certain information contained in this Letter Agreement, including any attachments hereto, is considered by both parties to be confidential. Boeing and Customer agree that each party will treat this Letter Agreement and the information contained herein as confidential and will not, without the other party's prior written consent, disclose this Letter Agreement or any information contained herein to any other person or entity except as may be required by applicable law or governmental regulations.

 

Very truly yours,

THE BOEING COMPANY

 

 

By /s/ Michael S. Anderson

Its Attorney-In-Fact

 

ACCEPTED AND AGREED TO this

Date: May 3, 2006

CONTINENTAL AIRLINES, INC.

 

 

By /s/ Gerald Laderman

Its__ Senior Vice President - Finance and Treasurer

Attachment

Attachment A to

Model Substitution Letter Agreement 6-1162-MSA-554R2

Price

(787-9, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2004 $s)

 

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

ExpressJet Holdings, Inc.

Exhibit 10.5

April 14, 2006

ExpressJet Holdings, Inc.
XJT Holdings, Inc.
ExpressJet Airlines, Inc.
Attn.: Frederick S. Cromer
Chief Financial Officer
1600 Smith Street, HQSCE
Houston, TX 77002

Fifth Amendment to the Capacity Purchase Agreement

Ladies and Gentlemen:

As you are aware, ExpressJet Holdings, Inc., XJT Holdings, Inc. and ExpressJet Airlines, Inc. (collectively, "Contractor") and Continental Airlines, Inc. ("Continental"), are each parties to an Amended and Restated Capacity Purchase Agreement dated as of April 17, 2002, as amended by the first, second, third and fourth amendments thereto, dated March 27, 2003, December 9, 2003, September 28, 2004, and March 11, 2005 respectively (as so amended, the "CPA"). This Fifth Amendment to the CPA is dated April 14, 2006 but shall be effective January 1, 2006.

Continental and Contractor each desire to amend the CPA as follows:

1. Pursuant to Section 3.02 of the CPA, Block Hour Rates and the compensation described in paragraphs A(1) and A(2)(c) of Schedule 3 are hereby adjusted as described in the revised Appendices to Schedule 3 attached hereto.

Capitalized terms not defined herein shall be defined as provided in the CPA. Except as specifically amended or modified hereby, the CPA shall remain in effect as written. This Amendment may be signed in counterparts.

If Contractor is in agreement with the above Fifth Amendment to the CPA, please indicate its agreement by having an authorized representative sign below in the space provided and return a signed copy of this Amendment to the undersigned at the address above.

Very truly yours,

Continental Airlines, Inc.

By: __\s\ Mark A. Erwin______________________

Senior Vice President - Asia/Pacific &
Corporate Development

Agreed: EXPRESSJET HOLDINGS, Inc.

XJT HOLDINGS, INC.

EXPRESSJET AIRLINES, INC.

By: __\s\ Frederick S. Cromer__________

Vice President and Chief Financial Officer

 

 

Appendix 1

 

Appendix 1 Expenses (000's)

 

Column

Column

Column

Column

Column

Column

Column

Column

Column

Column

Column

Column

Column

Column

Column

Date

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

Jan-06

 

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

 

Feb-06

 

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

 

Appendix 2

 

2006 Benchmark Rates

 

First

First

Second

Headstart Ontime

Baggage Handling

Date

Benchmark Factor

Cancellation Rate

Cancellation Rate

Benchmark

Benchmark

Jan-06

Feb-06

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

 

2005 Actual Rates

 

First

First

Second

Headstart Ontime

Baggage Handling

Date

Benchmark Factor

Cancellation Rate

Cancellation Rate

Benchmark

Benchmark

Jan-05

Feb-05

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Mar-05

Apr-05

May-05

Jun-05

Jul-05

Aug-05

Sep-05

Oct-05

Nov-05

Dec-05

 

2004 Actual Rates

 

First

First

Second

Headstart Ontime

Baggage Handling

Date

Benchmark Factor

Cancellation Rate

Cancellation Rate

Benchmark

Benchmark

Jan-04

Feb-04

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Mar-04

Apr-04

May-04

Jun-04

Jul-04

Aug-04

Sep-04

Oct-04

Nov-04

Dec-04

 

2003 Actual Rates

 

First

First

Second

Headstart Ontime

Baggage Handling

Date

Benchmark Factor

Cancellation Rate

Cancellation Rate

Benchmark

Benchmark

Jan-03

Feb-03

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
 

Mar-03

Apr-03

May-03

Jun-03

Jul-03

Aug-03

Sep-03

Oct-03

Nov-03

Dec-03

2002 Actual Rates

 

First

First

Second

Headstart Ontime

Baggage Handling

Date

Benchmark Factor

Cancellation Rate

Cancellation Rate

Benchmark

Benchmark

Jan-02

Feb-02

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
 

Mar-02

Apr-02

May-02

Jun-02

Jul-02

Aug-02

Sep-02

Oct-02

Nov-02

Dec-02

2001 Actual Rates

 

First

First

Second

Headstart Ontime

Baggage Handling

Date

Benchmark Factor

Cancellation Rate

Cancellation Rate

Benchmark

Benchmark

Jan-01

Feb-01

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
 

Mar-01

Apr-01

May-01

Jun-01

Jul-01

Aug-01

Sep-01

Oct-01

Nov-01

Dec-01

 

 

Appendix 3

Appendix 3 Block Hour Rates

Date

RJ135

RJ145

Benchmark SL

XXX

XXX

Jan-06 

Feb-06

[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED SEPARATELY
WITH THE
SECURITIES AND
EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR CONFIDENTIAL
TREATMENT]

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

 

Appendix 4

Appendix 4 Block Hour Rates

Date

RJ135

RJ145

Jan-06 

Feb-06

[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED SEPARATELY
WITH THE
SECURITIES AND
EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR CONFIDENTIAL
TREATMENT]

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

 

 

Appendix 5

Appendix 5 Block Hour Rates

GH Variable Block Hour

Variable Pool Expense Block Hour

Date

RJ135

RJ145

Date

RJ135

RJ145

Date

RJ135

RJ145

Jan-06

Jan-06

Jan-06

Feb-06

[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED SEPARATELY
WITH THE
SECURITIES AND
EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR CONFIDENTIAL
TREATMENT]

Feb-06

[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED SEPARATELY
WITH THE
SECURITIES AND
EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR CONFIDENTIAL
TREATMENT]

Feb-06

[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED SEPARATELY
WITH THE
SECURITIES AND
EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR CONFIDENTIAL
TREATMENT]

Mar-06

Mar-06

Mar-06

Apr-06

Apr-06

Apr-06

May-06

May-06

May-06

Jun-06

Jun-06

Jun-06

Jul-06

Jul-06

Jul-06

Aug-06

Aug-06

Aug-06

Sep-06

Sep-06

Sep-06

Oct-06

Oct-06

Oct-06

Nov-06

Nov-06

Nov-06

Dec-06

Dec-06

Dec-06


Appendix 6

Appendix 6 Block Hour Rates

Date

RJ135

RJ145

Jan-06

Feb-06

[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED SEPARATELY
WITH THE
SECURITIES AND
EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR CONFIDENTIAL
TREATMENT]
 

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

 

 

 

Appendix 7

Appendix 7 Block Hours

Date

RJ135

RJ145

Row 1

Row 2

[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED SEPARATELY
WITH THE
SECURITIES AND
EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR CONFIDENTIAL
TREATMENT]

Row 3

Appendix 7 Block Hours 


Appendix 8

 

First Forecast

First Forecast

First Forecast

Date

Rates

Rate - Component 1

Rate - Component 2

Jan-06

Feb-06

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

 

 

Appendix 9

Appendix 9 Rates Per Block Hour

EMB135

EMB145

Stage

Gallons

Stage

Gallons

Length

per Blk Hr

Length

per Blk Hr

 

[CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGECOMMISSION
PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]

 

 

 

Appendix 10

Appendix 10 Fees

Date

Invoice Rate

Reconciliation Rate

Jan-06

Feb-06

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
 

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

Appendix 11

First Incremental Cost Rates

Date

RJ135

RJ145

Jan-06

Feb-06

[CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

 

 

Appendix 12

Second Incremental Cost Rates

Date

RJ135

RJ145

Jan-06

Feb-06

[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED SEPARATELY
WITH THE
SECURITIES AND
EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR CONFIDENTIAL
TREATMENT]
 

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

Appendix 13

Appendix 13 Incremental Cost Rates

Date

RJ135

RJ145

Jan-06 

Feb-06

[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED SEPARATELY
WITH THE
SECURITIES AND
EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR CONFIDENTIAL
TREATMENT]
 

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

 

Appendix 14

Appendix 14 Block Hour Rates

Date

RJ135

RJ145

Benchmark SL

Jan-06 

[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED SEPARATELY
WITH THE
SECURITIES AND
EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR CONFIDENTIAL
TREATMENT]
 

Feb-06

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

 

 

Appendix 15

Fifth Incremental Cost Rate Allocation

Expense

Allocation Methodology

Aircraft Rent

Maintenance Overhead 

[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED SEPARATELY
WITH THE
SECURITIES AND
EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR CONFIDENTIAL
TREATMENT]
 

Hull Insurance

War Risk Insurance

Employee Incentives

Property Taxes

Depreciation

Management Fee

General & Administrative

Airport Overhead

CAL Fixed Pool of Expenses

Glycol

Snow Removal

De-icing

Airport Facility Rent

3rd Party Ground Handling

 

Appendix 16a

Pilot Hotel Volume

Date

Cost per Contract

Contract Hotel Stays Per

Rate Per Block Hour For

 

Hotel Stay

Scheduled Block Hour

Extraordinary Hotel Stays

Jan-06

Feb-06

[CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]

Mar-06 

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

 

 

Appendix 16b

Flight Attendant Hotel Volume

Date

Cost per Contract

Contract Hotel Stays Per

Rate Per Block Hour For

 

Hotel Stay

Scheduled Block Hour

Extraordinary Hotel Stays

Jan-06

Feb-06 

[CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
 

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

Appendix 18a

Pilot Per Diem

 

Amount Payable

Per Diem Hours per

Date

Per Diem Hour

Scheduled Block Hour

Jan-06

Feb-06

[CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
 

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

Appendix 18b

Flight Attendant Per Diem

 

Amount Payable

Per Diem Hours per

Date

Per Diem Hour

Scheduled Block Hour

Jan-06 

Feb-06

[CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

 

 

Appendix 21

Airport Agent Volume Reconciliation

 

Amount Payable Per

Agent

Implied

Implied

Implied

Implied

Date

Agent Paid Hour

Paid Hours

Sick Time %

Overtime %

Holiday %

Vacation %

Jan-06 

Feb-06

[CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

 

Appendix 22

Reconciliation of Expenses (000's)

 

B(9)(a)

B(9)(a)

B(9)(a)

B(9)(a)

B(9)(a)

B(9)(a)

B(9)(a)

B(9)(a)

B(9)(a)

B(9)(a)

B(9)(a)

B(9)(a)

B(9)(a)

B(9)(a)

B(9)(a)

B(9)(a)

B(9)(a)

B(9)(a)

Date

(I)

(ii)

(iii)

(iv)

(v)

(v)

(vi)

(vii)

(viii)

(viii)

(viii)

(ix)

(x)

(xi)

(xii)

(xiv)

(xv)

(xvi)

Jan-06

Feb-06 

[CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

Appendix 22a

First Implied Rates

 

Second Implied Rates 

Third Implied

Date

EMB120

RJ135

RJ145

 

RJ135

RJ145

Expenses (000's)

Jan-06

Feb-06

[CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
 

Mar-06

Apr-06

May-06

Jun-06 

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

Appendix 22b

Fourth Implied Rates

Date

RJ135

RJ145

Benchmark SL

Jan-06

[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED SEPARATELY
WITH THE
SECURITIES AND
EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR CONFIDENTIAL
TREATMENT]

Feb-06

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

 

 

Appendix 22c

Fifth Implied Rates

Date

RJ135

RJ145

Benchmark SL

Jan-06

[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED SEPARATELY
WITH THE
SECURITIES AND
EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR CONFIDENTIAL
TREATMENT]
 

Feb-06

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

Appendix 22d

Sixth Implied Rates

Date

RJ135

RJ145

Jan-06

Feb-06

[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED SEPARATELY
WITH THE
SECURITIES AND
EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR CONFIDENTIAL
TREATMENT]
 

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

Appendix 23

Cost Difference

=

[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED SEPARATELY
WITH THE
SECURITIES AND
EXCHANGE
COMMISSION
PURSUANT TO
A REQUEST
FOR CONFIDENTIAL
TREATMENT]
 

 

 

 

Appendix 24

Charter Flying

Date

RJ135

RJ145

Jan-06

Feb-06

[CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
 

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

 

Appendix 25

Appendix 25 Rates

Date

A

B

Jan-06

Feb-06

[CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]

 

Mar-06

Apr-06

May-06

Jun-06

Jul-06

Aug-06

Sep-06

Oct-06

Nov-06

Dec-06

 

 

Appendix 26

Performance Period General Ledger Accounts

 

Account #

XJT Account Name

1

2

[CONFIDENTIAL MATERIAL OMITTED
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EXCHANGE COMMISSION
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3

4

5

6

7

8

9

10

11

CERTIFICATION

EXHBIT 31.1

CERTIFICATION

I, Lawrence W. Kellner, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Continental Airlines, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

  1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  2. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  3. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  4. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
  5. 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

    1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
    2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 21, 2006

 

/s/ Lawrence W. Kellner       

Lawrence W. Kellner

Chairman of the Board and

Chief Executive Officer

 

 

 

CERTIFICATION

EXHIBIT 31.2

CERTIFICATION

I, Jeffrey J. Misner, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Continental Airlines, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

  1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  2. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  3. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  4. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
  5. 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

    1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
    2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 21, 2006

 

/s/ Jeffrey J. Misner               

Jeffrey J. Misner

Executive Vice President and

Chief Financial Officer

 

 

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EXHIBIT 32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Continental Airlines, Inc., a Delaware corporation (the "Company"), does hereby certify, to such officer's knowledge, that:

The Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2006 (the "Form 10-Q") of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Continental Airlines, Inc. and will be retained by Continental Airlines, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

Dated: July 21, 2006

 

/s/ Lawrence W. Kellner

Lawrence W. Kellner

Chairman of the Board and

Chief Executive Officer

 

 

/s/ Jeffrey J, Misner

Jeffrey J. Misner

Executive Vice President and

Chief Financial Officer