<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K



                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                Date of Report (Date of earliest event reported):
                               November 14, 2000



                           CONTINENTAL AIRLINES, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                     0-09781                  74-2099724
(State or other jurisdiction    (Commission File Number)       (IRS Employer
      of incorporation)                                      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)

<PAGE>   2

Item 7.         Financial Statements and Exhibits.

                (c)      Exhibits

                         99.1       Presentation Data

                         99.2       Risk Factors



Item 9.         Regulation FD Disclosure.

The Company is filing herewith certain data being presented by certain of its
executive officers at a conference on November 14, 2000.

The information presented contains forward looking statements, and certain
assumptions upon which such forward looking statements are in part based.
Numerous important factors, including those factors identified as Risk Factors
and presented herewith in Exhibit 99.2, and the fact that the assumptions set
forth below could prove incorrect, could cause actual results to differ
materially from those contained in such forward looking statements.



<PAGE>   3


                                    SIGNATURE


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

                                             CONTINENTAL AIRLINES, INC.



                                             By /s/ Jeffery A. Smisek  
                                                --------------------------------
                                                Jeffery A. Smisek
                                                Executive Vice President
                                                and General Counsel


November 13, 2000




<PAGE>   4



                                  EXHIBIT INDEX


99.1       Presentation Data

99.2       Risk Factors





<PAGE>   1



                                                           SALOMON SMITH BARNEY
                                                      TRANSPORTATION CONFERENCE
                                                              NOVEMBER 14, 2000





                                                           CONTINENTAL AIRLINES



<PAGE>   2

Please note that the discussion today may contain forward looking statements.
Actual results could differ materially from those described in the forward
looking statements. Additional information concerning factors that could cause
actual results to differ materially from those in the forward looking statements
are contained in the company's Form 10-K and other securities filings with the
Securities and Exchange Commission.




<PAGE>   3


                               STRATEGIC OVERVIEW




                                                            CONTINENTAL AIRLINES



<PAGE>   4




                             GLOBALLY WELL-BALANCED

                              MAJOR U.S. CARRIERS
                                   % CAPACITY


<TABLE>
<CAPTION>
                CONTINENTAL    NORTHWEST    AMERICAN     DELTA     UNITED     US AIRWAYS
                -----------    ---------    --------     -----     ------     ----------
<S>            <C>            <C>          <C>          <C>       <C>        <C>
US DOMESTIC         63%           61%          69%        78%        65%          89% 
ATLANTIC            18%           12%          13%        16%        13%          10% 
LATIN               11%            0%          16%         3%         5%           2% 
PACIFIC              8%           27%           3%         3%        17%           0%
</TABLE>


Source: US Dept. of Transportation Form 41, Last Twelve Months 1Q00




<PAGE>   5


                            ENHANCING A GLOBAL BRAND

                                      [MAP]


<PAGE>   6



                       NORTHWEST ALLIANCE EXPANDS NETWORK



                                      [MAP]


<PAGE>   7




                    BENEFITS OF CLASS A/NORTHWEST TRANSACTION



o    1st time in 7 years - no controlling shareholder

o    Long-term security for Continental employees

o    Provides long-term alignment of financial incentives between management and
     shareholders


o    Future control premium is split equally among all shareholders

o    Retain benefits of Northwest Alliance through 2025

o    Simplifies ownership structure




<PAGE>   8


                       MODERATE 4.8% GROWTH PLAN FOR 2001





                                    [GRAPH]





<TABLE>
<S>             <C>       <C>             <C>       <C>        <C>
               SYSTEM    DOMESTIC  TRANSATLANTIC   LATIN     TRANSPAC/
                                                  AMERICA    MICRONESIA    

% INCREASE/
DECREASE          4.8%       4.6%         0.5%        0.5%       23.0%

% OF 
SYSTEM          100.0%      62.0%        17.0%       12.0%        9.0%
</TABLE>




<PAGE>   9



                    TOTAL NEWARK DEPARTURES UP LESS THAN 6%
                          WHILE CO ASMs INCREASED 100%



Number of Daily Departures   


<TABLE>
<CAPTION>
            1994    2000
            ----    ----   
<S>         <C>     <C>
CO Jet      172     305
OA Jet      212     210
Props       198     101
</TABLE>



<TABLE>
<CAPTION>
           Total Newark Departures
           -----------------------
<S>        <C>
1994                582

2000                616
</TABLE>




CO Newark ASMs


<TABLE>
<CAPTION>
                    1994    2000
                    ----    ----
<S>                 <C>     <C>
ASMs (Millions)      32     64.2
</TABLE>




July 1994 SSIM Data, 2000 OAG Data



<PAGE>   10



                      NEW YORK SERVES AS CO's EUROPEAN HUB



                     [MAP OF NEW YORK AS CO's EUROPEAN HUB] 





Source - SSIM Database, December 1999




<PAGE>   11


                      NEW YORK DOMESTIC MARKET SHARE LEADER



                          1999 NEW YORK CITY REVENUE %




                                     [GRAPH]



<TABLE>
<CAPTION>
                       CO           AA         DL        UA           US            NW  
                       --           --         --        --           --            -- 
<S>                    <C>         <C>       <C>        <C>          <C>           <C>       
1999 NEW YORK
  CITY REVENUE %      24.3%        17.9%     14.7%      14.1%        8.2%          4.7%              
</TABLE>


Source: O&D Plus database, Top 6 Major U.S. Carriers Shown




<PAGE>   12


                  NEW YORK - GLOBAL GATEWAY AHEAD OF SCHEDULE




<TABLE>
<S>               <C>      <C>      <C>     <C>      <C>      <C>      <C>
CARRIER             AA       AA       UA      NW       DL       US       CO
HUB                JFK      MIA      SFO     DTW      BOS      PHL      EWR
BUDGET            $1.3B    $1.3B    $2.4B   $1.2B    $0.4B    $0.4B    $1.0B
DURATION (YEARS)    11       8       6-8     5-7       5        5      4, 3*
</TABLE>


* Revised Schedule



<PAGE>   13

                         DIRECT RAIL SERVICE TO NEWARK




                                     [MAP]




<PAGE>   14


                          ON-TIME CONTINUES TO IMPROVE



                                  THIRD QUARTER



<TABLE>
<CAPTION>
      1999        2000
      ----        ----
      <C>         <C> 

      74%         79%
</TABLE>





<TABLE>
<CAPTION>
                       1999        2000      CHANGE
                       ----        ----      ------
<S>                    <C>         <C>        <C>    
Load Factor            76.0%       77.5%        1.5 pts
ASMs (Millions)      21,573      22,356         3.6%
</TABLE>




<PAGE>   15



                          EXCELLENT EMPLOYEE RELATIONS


o    Employee Agreements in Place


<TABLE>
<CAPTION>
         LABOR GROUP          AMENDABLE DATE
         -----------          --------------
<S>                           <C>  
         Mechanics                 01/02
         Pilots                    10/02
         Dispatchers               10/03
         Flight Attendants         09/04
</TABLE>





o    Above Industry Average Employee Productivity



<PAGE>   16


                      POOR EMPLOYEE RELATIONS ARE EXPENSIVE



<TABLE>
<CAPTION>
                                  NW PILOT      UA PILOT       AA/RENO        AA PILOT       US FLIGHT         US
                                   STRIKE       OT ISSUE        PILOT          ACTION       ATTENDANTS      MECHANICS
                                    3Q98          2Q00           1Q99           1Q97           2Q00           3Q99
                                  --------      --------       -------        --------      ----------      ---------
<S>                               <C>            <C>           <C>            <C>           <C>             <C>
PRE-TAX IMPACT ($ MILLIONS)        $1,000         $350           $225            $70            $40            $25
</TABLE>


Source:  Wall Street Analyst Reports




<PAGE>   17



                               RECENT ACHIEVEMENTS




                                   [PICTURES]





<PAGE>   18

                             FINANCIAL PERFORMANCE





                                                          CONTINENTAL AIRLINES

<PAGE>   19


                    STRONG GROWTH WITH ABOVE AVERAGE MARGINS
                         LAST TWELVE MONTHS ENDING 3Q00




<TABLE>
<CAPTION>
                             CONTINENTAL              INDUSTRY
                             -----------              --------
                          
<S>                          <C>                      <C>
EBITDAR MARGIN*                 19.5%                  17.1%

ASM GROWTH                       7.2%                   2.8%
</TABLE>



*Excludes special gains and charges

Industry = Top 6 Major U.S. Carriers (American, Continental, Delta, Northwest,
United, US Airways)


<PAGE>   20



                        FOCUSED ON THE BUSINESS TRAVELER

                                 THIRD QUARTER



<TABLE>
<CAPTION>
                                     1996         1998         2000          GOAL
                                     ----         ----         ----          ----

<S>                                 <C>           <C>          <C>          <C>
HIGH YIELD REVENUE AS % OF
  DOMESTIC REVENUE                  40.5%         43.2%        46.2%        50-55.0%
</TABLE>







<PAGE>   21

                              STRONG DOMESTIC RASM




<TABLE>
<CAPTION>
                            1994         1996         1998        2000E
                            ----         ----         ----        -----
<S>                         <C>          <C>          <C>         <C>

RASM VS. INDUSTRY           80%          101%         105%        111%
</TABLE>


Length of Haul Adjusted

<PAGE>   22


                           DISTRIBUTION COSTS DECLINE


                       DISTRIBUTION COSTS AS A % OF SALES


                                    [GRAPH]



<TABLE>
<CAPTION>
                                                  1998      1999      2000E     2004E
                                                  ----      ----      -----     -----
<S>                                               <C>       <C>       <C>       <C> 
DISTRIBUTION COSTS AS A % OF SALES                16.4%     15.8%     14.0%      8.5%
E TICKET AS
% OF SALES                                          29%       41%       56%      100%
</TABLE>



<PAGE>   23

                         RAPID GROWTH OF INTERNET SALES



<TABLE>
<CAPTION>
                                    1997        1998        1999         2000E
                                    ----        ----        ----         -----
                                                   $MILLIONS
<S>                                 <C>         <C>         <C>          <C> 

ON-LINE TRAVEL AGENCY SALES         $ 15        $ 45       $ 139         $ 360 

CONTINENTAL WEBSITE SALES           $ 12        $ 62       $ 170         $ 320 

% OF SYSTEM SALES                    0.4%        1.3%        3.3%          7.0%
</TABLE>




<PAGE>   24



                         YOUNG FLEET IS FUEL EFFICIENT


<TABLE>
<CAPTION>
                        YEAR-OVER-YEAR % INCREASE

                    1997      1998      1999      2000E
                    ----      ----      ----      -----
<S>                 <C>       <C>       <C>       <C>
ASMs                 9.9%     10.6%      9.7%      5.3%

GALLONS CONSUMED    10.5%      9.6%      3.7%      0.0%
</TABLE>


<PAGE>   25



                            MARKET DRIVEN FLEET PLAN

                                    [GRAPH]


<TABLE>
<CAPTION>
                  TOTAL JET AIRCRAFT
                                                              1999      2000     2001     2002      2003      2004      2005
                                                              ----      ----     ----     ----      ----      ----      ----
<S>                                                          <C>      <C>      <C>       <C>       <C>        <C>       <C>
Minimum = Committed fleet less lease expirations               363       371      389      399       382       369       362
Maximum = Committed fleet and all options are exercised                           398      443       489       522       540

Fleet Types:                                                     6         5        5        5         4         4         3
</TABLE>




<PAGE>   26




                  2000 FLEET FINANCING SUBSTANTIALLY COMPLETE


o    2000 Fleet Financing               25 Boeing Aircraft

     o    Amount Financed:                    $994 Million

     o    Average Interest Rate:                      7.95%

     o    New Aircraft:                      15 Boeing 737

                                              3 Boeing 757

                                              5 Boeing 767

                                              2 Boeing 777

o    3 Boeing Aircraft being financed in Bank Market


<PAGE>   27


                        RETURNING VALUE TO STAKEHOLDERS

                              YEAR-TO-DATE 11/6/00




<TABLE>
<CAPTION>
                   SHARE REPURCHASES
                   -----------------
                   <S>        <C>                        
                              $ 449

                     DEBT PAYMENTS
                    ---------------

                   Scheduled   $134
                   Prepaid     $402
                   ----------------
                   Total       $536
</TABLE>


<PAGE>   28

                       REDUCED DILUTED SHARE COUNT BY 27%
                           AT AVERAGE PRICE OF $42.65


                          CUMULATIVE SHARE REPURCHASES



<TABLE>
<CAPTION>
                 1998    1999   11/6/00
                 ----    ----   -------
<S>              <C>     <C>    <C>
$MILLIONS        $223    $751   $ 1,201

SHARES PURCHASED (MILLIONS):     28.1
</TABLE>


                         [GRAPHIC OF CONTINENTAL LOGO]



<PAGE>   29



                         NORTHWEST TRANSACTION OVERVIEW



o    Repurchase 6.7 Million shares for $450 Million ($67.31/share)

o    1.32 Class B shares for each Class A share

o    Issuance of $250M 6% Convertible Preferred Securities of Trust (convertible
     at $60/share)

o    Alliance agreement extended through 2025

o    Limited right preferred issued to Northwest as part of alliance extension



<PAGE>   30

                           CONTINENTAL CLASS A SHARES
                                  PREMIUM PAID

                                    [GRAPH]


                       NW TO AIR PARTNERS        CO TO NW
                       ------------------        --------          
                    
                              28%                  29%  

Premium figured on cash portion of transaction




<PAGE>   31



                     TRANSACTION INCREASES EXISTING CLASS B
                            SHAREHOLDER EQUITY STAKE



                                    [GRAPH]



<TABLE>
<CAPTION>
                              PRIOR TO        AFTER TRANSACTION      AFTER TRANSACTION
                             TRANSACTION       PRIOR TO CONVERT         AND CONVERT
                             -----------      -----------------      -----------------
<S>                          <C>              <C>                    <C>
EXISTING B
  SHAREHOLDER OWNERSHIP %       81.2%               89.4%                82.9%
</TABLE>
      

<PAGE>   32



                  REDUCED SHARES 30% SINCE ALLIANCE ANNOUNCED


                                    [GRAPH]


<TABLE>
<CAPTION>
Avg Diluted
Share Count             LTM 1Q98            LTM 3Q00
<S>                       <C>                 <C>     
(Millions)                81.6                57.3
</TABLE>



<TABLE>
<CAPTION>
Revenue                  LTM 1Q98            LTM 3Q00
<S>                      <C>                 <C>     
($Millions)              $  7,363            $  9,622
</TABLE>





<PAGE>   33

                           CONTINENTAL'S HIGH RETURN
                             LOW RISK OPPORTUNITIES



<TABLE>
<CAPTION>
                                                   ---GOAL---
                                                              ANNUAL
                                 TODAY         2005      PRETAX BENEFITS
                                 -----         ----      ---------------
<S>                               <C>          <C>          <C>         
o   Dist. Cost % of Revenue       14.5%        7-10%        $275 Million

o   Alliance Partners               18           20         $175 Million

o   Low Risk Growth              2,448        3,400         $175 Million
    (Daily Departures)

o   Fleet Types                      5            3         $125 Million

o   Business Mix                  47.5%       50-55%        $100 Million
                                                         ---------------
                                                            $850 Million
</TABLE>







<PAGE>   1
                                                                    EXHIBIT 99.2

                                  RISK FACTORS



RISK FACTORS RELATING TO CONTINENTAL

         LEVERAGE AND LIQUIDITY

         We have a higher proportion of debt compared to our equity capital than
some of our principal competitors. In addition, our cash resources are less than
some of our principal competitors. A majority of our property and equipment is
subject to liens securing indebtedness. Accordingly, we may be less able than
some of our competitors to withstand a prolonged recession in the airline
industry or respond as flexibly to changing economic and competitive conditions.

         As of September 30, 2000, we had:

         o    approximately $3.2 billion (including current maturities) of
              long-term debt and capital lease obligations. In addition, we have
              minimum annual commitments under long-term operating leases of
              aircraft or aircraft engines; and

         o    approximately $1.2 billion in cash and cash equivalents.

         We have substantial commitments for capital expenditures, including for
the acquisition of new aircraft. As of September 30, 2000, we had agreed to
acquire or lease a total of 78 Boeing jet aircraft through 2005. We anticipate
taking delivery of 28 Boeing jet aircraft in 2000. We also have options for an
additional 99 aircraft (exercisable
 subject to certain conditions). The
estimated aggregate cost of our firm commitments for Boeing aircraft is
approximately $4.1 billion. We currently plan to finance our new Boeing aircraft
with a combination of enhanced pass through trust certificates, lease equity and
other third party financing, subject to availability and market conditions. We
had commitments or letters of intent for backstop financing for approximately
19% of the anticipated remaining acquisition cost of future Boeing deliveries.
In addition, at September 30, 2000, we had firm commitments to purchase 28 spare
engines related to the new Boeing aircraft for approximately $189 million, which
will be deliverable through March 2005.

         As of September 30, 2000, Continental Express, Inc. ("Express"), our
subsidiary that operates regional jet and turboprop aircraft, had firm
commitments for 73 Embraer ERJ-145 50-seat regional jets, 75 ERJ-145XR 50-seat
regional jets and 35 ERJ-135 37-seat regional jets, with options for an
additional 100 Embraer ERJ aircraft exercisable through 2007. Express
anticipates taking delivery of 22 ERJ-145 and 12 ERJ-135 regional jets in 2000.
Neither we nor Express will have any obligation to take any such firm Embraer
aircraft that are not financed by a third party and leased to us or Express.

         We expect to finance certain of our capital commitments through
operating leases, which will increase our operating expenses. For 1999, cash
expenditures under operating leases relating to aircraft approximated $758
million, compared to $702 million for 1998, 



<PAGE>   2

and approximated $328 million relating to facilities and other rentals, compared
to $263 million in 1998.

         Additional financing will be needed to satisfy our capital commitments.
We cannot predict whether sufficient financing will be available for capital
expenditures not covered by firm financing commitments.

         HISTORICAL OPERATING RESULTS

         We have recorded positive net income in each of the last five years.
However, we experienced significant operating losses in the previous eight
years. Historically, the financial results of the U.S. airline industry have
been cyclical. We cannot predict whether current industry conditions will
continue.

         SIGNIFICANT COST OF AIRCRAFT FUEL

         Fuel costs constitute a significant portion of our operating expenses.
Fuel costs were approximately 9.7% of operating expenses for the year ended
December 31, 1999, 10.2% for the year ended December 31, 1998 and 14.9% for the
nine months ended September 30, 2000 (in each case excluding fleet
disposition/impairment losses).

         Fuel prices and supplies are influenced significantly by international
political and economic circumstances. We enter into petroleum swap contracts,
petroleum call option contracts and/or jet fuel purchase commitments to provide
some short-term protection (generally three to six months) against a sharp
increase in jet fuel prices. Our fuel hedging strategy could result in our not
fully benefiting from certain fuel price declines. If a fuel supply shortage
were to arise from OPEC production curtailments, a disruption of oil imports or
otherwise, higher fuel prices or a reduction of scheduled airline service could
result. Continuation of current high jet fuel prices and any price increases
would materially affect our operating results.

         LABOR MATTERS

         In July 2000, we completed a three-year program bringing all employees
to industry standard wages and also announced a phased plan to bring employee
benefits to industry standard levels by 2003. The plan provides for increases in
vacation, paid holidays, increased 401(k) company matching contributions and
additional past service credit for most senior employees.

         The current status of our principal labor union agreements is as
follows:

         o    Continental's Pilots. In June 1998, a five-year collective
              bargaining agreement, retroactive to October 1997, was ratified by
              our pilots. The agreement becomes amendable in October 2002.

         o    Express Pilots. In December 1998, Express and its pilots executed
              a new agreement. This agreement will become amendable on October
              1, 2002.

                                       2

<PAGE>   3

         o    Flight Attendants. In March 2000, our flight attendants ratified a
              54-month collective bargaining agreement, which becomes amendable
              in September 2004. In June 2000, Express flight attendants
              ratified a 54-month collective bargaining agreement that becomes
              amendable in December 2004. In November 2000, we announced a
              tentative collective bargaining agreement covering flight
              attendants of Continental Micronesia, Inc. ("CMI"), our subsidiary
              based in Guam, which is subject to ratification.

         o    Dispatchers. Our dispatchers ratified a new five-year collective
              bargaining agreement in July 1998. The agreement becomes amendable
              in October 2003. In July 2000, Express and its dispatchers
              ratified a four-year collective bargaining agreement.

         o    Mechanics. Our mechanics are covered by a new agreement signed in
              January 1999 that becomes amendable January 8, 2002. CMI's
              mechanics are covered by a collective bargaining agreement that
              becomes amendable March 31, 2001. In August 1999, Express'
              mechanics ratified a four-year collective bargaining agreement.
              The agreement becomes amendable in January 2003.

         CONTINENTAL/NORTHWEST ALLIANCE AND THE NORTHWEST TRANSACTION

         In November 1998, we and Northwest Airlines, Inc. (together with
Northwest Airlines Corporation and its affiliates, "Northwest") began
implementing a long-term global alliance involving extensive code sharing,
frequent flyer reciprocity and other cooperative activities (the "Northwest
Alliance"). Implementation of the Northwest Alliance continued throughout 1999
and is continuing in 2000. In a related transaction on November 20, 1998, a
Northwest affiliate acquired an equity interest in our company from our
principal stockholder and certain other parties. As of October 31, 2000, the
Northwest affiliate held approximately 14.9% of the common equity interest and
52.6% of the fully diluted voting power of our company. In addition, as of
October 31, 2000, Northwest held a limited proxy to vote certain additional
shares of our common stock that would raise its voting power to approximately
56.9% of our fully diluted voting power.

         Our ability to finalize implementation of the Northwest Alliance and to
achieve the anticipated benefits is subject to certain risks and uncertainties,
including:

         o    Disapproval or delay by regulatory authorities or adverse 
              regulatory developments.

         o    Competitive pressures, including developments with respect to
              alliances among other air carriers.

         o    Customer reaction to the alliance, including reaction to
              differences in product and benefits provided by us and Northwest.

         o    Economic conditions in the principal markets served by us and
              Northwest.


                                       3

<PAGE>   4

         o    Increased costs or other implementation difficulties, including
              those caused by employees.

         o    Our ability to modify certain contracts that restrict certain
              aspects of the alliance.

         On October 23, 1998, the Department of Justice ("DOJ") filed a lawsuit
against us and Northwest challenging Northwest's acquisition of an equity
interest in our company. The DOJ did not seek to preliminarily enjoin the
transaction before it closed on November 20, 1998, nor is the DOJ challenging
the Northwest Alliance. We are continuing to implement our alliance with
Northwest. Trial of the DOJ lawsuit commenced on November 1, 2000 in the U.S.
District Court for the Eastern District of Michigan.. Pursuant to the agreement
in principle reached with Northwest, as described below, both we and Northwest
agreed to support an adjournment of the DOJ lawsuit until November 14, 2000
(which adjournment was granted by the U.S. District Court on November 6, 2000
and subsequently extended until November 16, 2000). While it is not possible to
predict the ultimate outcome of this litigation, we believe that this litigation
will not have a material adverse effect on our company.

         On November 6, 2000, we issued a joint press release with Northwest
announcing that we had reached an agreement in principle regarding the
recapitalization of our Class A common stock, our repurchase of certain Class A
common stock owned by Northwest and related matters as part of a proposal to
settle the DOJ litigation discussed in the previous paragraph (the "Northwest
Transaction"). The press release and certain information detailing the Northwest
Transaction were filed as exhibits to our current report on Form 8-K filed on
November 6, 2000, which is hereby incorporated herein by reference. If the
Northwest Transaction occurs, it will significantly affect the Northwest
Alliance.

RISK FACTORS RELATING TO THE AIRLINE INDUSTRY

         COMPETITION AND INDUSTRY CONDITIONS

         The airline industry is highly competitive and susceptible to price
discounting. Carriers have used 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 or lower
cost structures than us.

         Airline profit levels are highly sensitive to changes in fuel costs,
fare levels and passenger demand. Passenger demand and fare levels have in the
past been influenced by, among other things, the general state of the economy
(both internationally and domestically), international events, airline capacity
and pricing actions taken by carriers. Domestically, from 1990 to 1993, the weak
U.S. economy, turbulent international events and extensive price discounting by
carriers contributed to unprecedented losses for U.S. airlines. In the last
several years, the U.S. economy has improved and excessive price discounting has
abated. Recently, industry capacity and growth in the transatlantic market have
resulted in lower yields and revenue per available seat mile in those markets.
We cannot predict the extent to which these industry conditions will continue.


                                       4

<PAGE>   5
         In recent years, the major U.S. airlines have sought to form marketing
alliances with other U.S. and foreign air carriers. Such alliances generally
provide for "code sharing," frequent flyer reciprocity, coordinated scheduling
of flights of each alliance member to permit convenient connections and other
joint marketing activities. Such arrangements permit an airline to market
flights operated by other alliance members as its own. This increases the
destinations, connections and frequencies offered by the airline, which provide
an opportunity to increase traffic on such airline's segment of flights
connecting with alliance partners. The Northwest Alliance is an example of such
an arrangement, and we have existing alliances with numerous other air carriers.
Other major U.S. airlines have alliances or planned alliances more extensive
than ours. We cannot predict the extent to which we will benefit from our
alliances or be disadvantaged by competing alliances.

         In recent years, and particularly since its deregulation in 1978, the
U.S. airline industry has also undergone substantial consolidation, and it may
in the future undergo additional consolidation. For example, in May 2000, United
Airlines, the nation's largest commercial airline, announced its agreement to
acquire US Airways, the nation's sixth largest commercial airline, subject to
regulatory approvals and other conditions. The impact on us of this pending
transaction and any additional consolidation within the U.S. airline industry
cannot be predicted at this time.

         REGULATORY MATTERS

         Airlines are subject to extensive regulatory and legal compliance
requirements. These requirements impose substantial costs on airlines. In the
last several years, the Federal Aviation Administration ("FAA") has issued a
number of directives and other regulations relating to the maintenance and
operation of aircraft that have required significant expenditures. Such FAA
requirements cover, among other things, retirement of older aircraft, security
measures, collision avoidance systems, airborne windshear avoidance systems,
noise abatement, commuter aircraft safety and increased inspections and
maintenance procedures to be conducted on older aircraft. We expect to continue
incurring expenses in complying with the FAA's regulations.

         Additional laws, regulations, taxes and airport rates and charges have
been proposed from time to time that could significantly increase the cost of
airline operations or reduce revenues. For instance, in 1999 "passenger bill of
rights" legislation was introduced in Congress that would, among other things,
have required the payment of compensation to passengers as a result of certain
delays, and limited the ability of carriers to prohibit or restrict usage of
certain tickets in manners currently prohibited or restricted.

         Restrictions on the ownership and transfer of airline routes have also
been proposed. In addition, the ability of U.S. carriers to operate
international routes is subject to change because the applicable arrangements
between the U.S. and foreign governments may be amended from time to time, or
because appropriate slots or facilities are not made available. We cannot
provide assurance that laws or regulations enacted in the future will not
adversely affect us.

         The Federal Aviation Administration has designated John F. Kennedy
International Airport ("Kennedy") and LaGuardia Airport ("LaGuardia") in New
York, O'Hare International Airport in Chicago ("O'Hare") and Ronald Reagan
Washington National Airport in Washington, 


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D.C. ("Reagan National") as "high density traffic airports" and has limited the
number of departure and arrival slots at those airports. In April 2000,
legislation was signed eliminating slot restrictions beginning in 2001 at O'Hare
and 2007 at LaGuardia and Kennedy. Slot restrictions at O'Hare, LaGuardia and
Kennedy have already begun to be eliminated through exemptions for new entrants
and small aircraft serving small and non-hub airports. Express has been awarded
slot exemptions to permit it to provide extensive service at LaGuardia using
regional jets. The Borough of Queens, the City of New York and the Mayor of New
York have asked the U.S. Court of Appeals for the Second Circuit to review and
reverse the Department of Transportation's decisions awarding slot exemptions at
LaGuardia and JFK to Express and other carriers. The Port Authority of New York
and New Jersey has recently taken action which purports to restrict the
provision of additional service at LaGuardia during certain hours, which may
adversely impact certain of our planned future services using such slot
exemptions.

RISK FACTORS RELATED TO OWNERSHIP OF OUR COMMON STOCK

         ANTI-TAKEOVER PROVISIONS

         We have a rights plan pursuant to which one preferred stock purchase
right is currently associated with each outstanding share of our common stock.
Each of these rights entitles the registered holder to purchase from us one
one-thousandth of a share of our junior preferred stock, par value $.01 per
share, at a purchase price of $200 per one one-thousandth of a share, subject to
adjustment. The rights have anti-takeover effects. The rights could cause
substantial dilution to a person or group that attempts to acquire us and effect
a change in the composition of our board of directors on terms not approved by
the board of directors, including by means of a tender offer at a premium to the
market price and, as a result, could delay or prevent a change of control or
other transaction that could provide our stockholders with a premium over the
then-prevailing market price of their shares or which might otherwise be in
their best interest. The rights should not interfere with any merger or business
combination approved by the board of directors.

         Our certificate of incorporation and bylaws contain other provisions
that could make it difficult for a third party to acquire us without the consent
of our board of directors.

         Pursuant to the Northwest Transaction, if consummated, we will issue to
Northwest a new series of preferred stock with a separate class vote in any
required vote of our stockholders relating to certain changes of control
affecting our company, If the Northwest Transaction is effected and the
preferred stock issued, this may delay or prevent the acquisition of our
company.

         In addition, unless and until the Northwest Transaction is consummated,
the ownership of our stock by our principal stockholders could delay or prevent
a third party from acquiring us.

         LIMITATION ON VOTING BY FOREIGN OWNERS

         Our certificate of incorporation provides that no shares of capital
stock may be voted by or at the direction of persons who are not citizens of the
United States unless the shares are registered on a separate stock record. Our
bylaws further provide that no shares will be registered on this separate stock
record if the amount so registered would exceed applicable 


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foreign ownership restrictions. U.S. law currently requires that no more than
25% of the voting stock of our company (or any other domestic airline) may be
owned directly or indirectly by persons who are not citizens of the United
States.

         PAYMENT OF DIVIDENDS ON COMMON STOCK

         We have not paid cash dividends in the past and do not intend to pay
dividends on our common stock in the foreseeable future. We have no obligation
to pay dividends on our common stock and currently intend to retain any earnings
for the future operation and development of our business. Our ability to make
dividend payments in the future will depend on our future performance and
liquidity. In addition, our credit facility contains restrictions on our ability
to pay cash dividends on our capital stock, including our common stock. As a
result, we may not be able to pay dividends on our common stock.












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