UNITED STATES
|
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): July 22, 2010
|
CONTINENTAL AIRLINES, INC.
|
(Exact Name of Registrant as Specified in Its Charter)
|
DELAWARE
|
(State or Other Jurisdiction of Incorporation)
|
1-10323
|
74-2099724
|
(Commission File Number)
|
(IRS Employer 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)
|
______________________________________
|
(Former Name or Former Address, if Changed Since Last Report)
|
X
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
|
|
(17 CFR 240.14d-2(b))
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
|
|
(17 CFR 240.13e-4(c))
|
Item 2.02.
|
Results of Operations and Financial Condition.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d)
|
Exhibits
|
99.1
|
Second Quarter Financial Results Press Release dated July 22, 2010
|
SIGNATURE
|
CONTINENTAL AIRLINES, INC.
|
July 22, 2010
|
By /s/ Chris Kenny
|
|
Chris Kenny
|
||
Vice President and Controller
|
||
EXHIBIT INDEX
|
99.1
|
Second Quarter Financial Results Press Release dated July 22, 2010
|
News Release
|
Exhibit 99.1
|
||
Contact:
|
Corporate Communications
|
||
Houston:
|
713.324.5080
|
||
Email:
|
corpcomm@coair.com
|
||
News archive:
|
continental.com/company/news/
|
Address:
|
P.O. Box 4607, Houston, TX 77210-4607
|
Passenger
Revenue
(in millions)
|
Percentage Increase (Decrease) in
Second Quarter 2010 vs. Second Quarter 2009
|
|||||||
Passenger
Revenue
|
ASMs
|
RASM
|
Yield
|
|||||
Domestic
|
$1,295
|
11.0 %
|
(1.7)%
|
12.8 %
|
12.6 %
|
|||
Trans-Atlantic
|
710
|
23.2 %
|
(5.9)%
|
30.8 %
|
25.7 %
|
|||
Latin America
|
412
|
19.8 %
|
10.4 %
|
8.5 %
|
10.8 %
|
|||
Pacific
|
296
|
39.7 %
|
2.2 %
|
36.7 %
|
18.6 %
|
|||
Total Mainline
|
$2,713
|
18.0 %
|
(0.7)%
|
18.8 %
|
16.3 %
|
|||
Regional
|
$ 598
|
28.1 %
|
3.4 %
|
23.8 %
|
19.9 %
|
|||
Consolidated
|
$3,311
|
19.7 %
|
(0.2)%
|
19.9 %
|
17.3 %
|
Three Months
Ended June 30,
|
%
Increase/
(Decrease)
|
Six Months
Ended June 30,
|
%
Increase/
(Decrease)
|
|||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||
Operating Revenue:
|
||||||||||||
Passenger:
|
||||||||||||
Mainline
|
$2,713
|
$2,300
|
18.0 %
|
$5,034
|
$4,498
|
11.9 %
|
||||||
Regional
|
598
|
467
|
28.1 %
|
1,080
|
886
|
21.9 %
|
||||||
Total Passenger Revenue
|
3,311
|
2,767
|
19.7 %
|
6,114
|
5,384
|
13.6 %
|
||||||
Cargo
|
111
|
82
|
35.4 %
|
213
|
167
|
27.5 %
|
||||||
Other
|
286
|
277
|
3.2 %
|
550
|
536
|
2.6 %
|
||||||
Total Operating Revenue
|
3,708
|
3,126
|
18.6 %
|
6,877
|
6,087
|
13.0 %
|
||||||
Operating Expenses:
|
||||||||||||
Aircraft fuel and related taxes
|
968
|
891
|
8.6 %
|
1,822
|
1,626
|
12.1 %
|
||||||
Wages, salaries and related costs
|
822
|
799
|
2.9 %
|
1,618
|
1,564
|
3.5 %
|
||||||
Aircraft rentals
|
230
|
235
|
(2.1)%
|
459
|
472
|
(2.8)%
|
||||||
Landing fees and other rentals
|
215
|
216
|
(0.5)%
|
428
|
425
|
0.7 %
|
||||||
Regional capacity purchase
|
211
|
217
|
(2.8)%
|
413
|
431
|
(4.2)%
|
||||||
Distribution costs
|
190
|
150
|
26.7 %
|
361
|
307
|
17.6 %
|
||||||
Maintenance, materials and repairs
|
136
|
161
|
(15.5)%
|
283
|
314
|
(9.9)%
|
||||||
Depreciation and amortization
|
122
|
118
|
3.4 %
|
256
|
229
|
11.8 %
|
||||||
Passenger services
|
100
|
96
|
4.2 %
|
193
|
183
|
5.5 %
|
||||||
Special charges (A)
|
6
|
44
|
NM
|
16
|
48
|
NM
|
||||||
Merger-related costs (B)
|
18
|
-
|
NM
|
18
|
-
|
NM
|
||||||
Other
|
362
|
353
|
2.5 %
|
732
|
696
|
5.2 %
|
||||||
Total Operating Expenses
|
3,380
|
3,280
|
3.0 %
|
6,599
|
6,295
|
4.8 %
|
||||||
Operating Income (Loss)
|
328
|
(154)
|
NM
|
278
|
(208)
|
NM
|
||||||
Nonoperating Income (Expense):
|
||||||||||||
Interest expense
|
(92)
|
(90)
|
2.2 %
|
(187)
|
(183)
|
2.2 %
|
||||||
Interest capitalized
|
6
|
8
|
(25.0)%
|
13
|
17
|
(23.5)%
|
||||||
Interest income
|
2
|
4
|
(50.0)%
|
4
|
8
|
(50.0)%
|
||||||
Other, net
|
(11)
|
19
|
NM
|
(20)
|
17
|
NM
|
||||||
Total Nonoperating Income (Expense)
|
(95)
|
(59)
|
61.0 %
|
(190)
|
(141)
|
34.8 %
|
||||||
Income (Loss) before Income Taxes
|
233
|
(213)
|
NM
|
88
|
(349)
|
NM
|
||||||
Income Taxes (C)
|
-
|
-
|
-
|
(1)
|
-
|
-
|
||||||
Net Income (Loss)
|
$ 233
|
$ (213)
|
NM
|
$ 87
|
$ (349)
|
NM
|
||||||
Earnings (Loss) per Share:
|
||||||||||||
Basic
|
$ 1.67
|
$(1.72)
|
NM
|
$ 0.62
|
$(2.82)
|
NM
|
||||||
Diluted
|
$ 1.46
|
$(1.72)
|
NM
|
$ 0.60
|
$(2.82)
|
NM
|
||||||
Shares Used for Computation:
|
||||||||||||
Basic
|
140
|
124
|
12.9 %
|
139
|
124
|
12.1 %
|
||||||
Diluted
|
167
|
124
|
34.7 %
|
153
|
124
|
23.4 %
|
(A)
|
Operating Expenses: Special Charges. Includes the following (in millions):
|
||||||||
Three Months
Ended June 30,
|
Six Months Ended
June 30,
|
||||||||
2010
|
2009
|
2010
|
2009
|
||||||
Aircraft-related charges, net
|
$ -
|
$ 43
|
$ 6
|
$ 47
|
|||||
Severance and other
|
6
|
1
|
10
|
1
|
|||||
Total special charges
|
$ 6
|
$ 44
|
$ 16
|
$ 48
|
|||||
2010. Severance and other special charges in the second quarter of 2010 primarily relate to an $8 million adjustment to our reserve for unused facilities due to reductions in expected sublease income for a maintenance hangar in Denver. In the first quarter of 2010, the company recorded $6 million of aircraft-related charges related to grounded Boeing 737-300 aircraft, net of gains on two 737-500 aircraft sold to a foreign buyer.
|
|||||||||
2009. Aircraft-related charges in the second quarter of 2009 include $31 million of non-cash impairments on owned Boeing 737-300 and 737-500 aircraft and related assets, an $8 million non-cash charge related to the disposition of three Boeing 737-300 aircraft and a $4 million non-cash charge to write off certain obsolete spare parts. In the first quarter of 2009, the company recorded a $4 million charge for future lease and other related costs on a permanently grounded Boeing 737-300 aircraft.
|
|||||||||
(B)
|
Merger-related costs of $18 million incurred in the second quarter of 2010 relating to financial advisor, legal, accounting and consultant fees and communication costs related to the company's planned merger with UAL Corporation.
|
||||||||
(C)
|
Effective tax rates differ from the federal statutory rate of 35% primarily due to the following: changes in the valuation allowance, expenses that are not deductible for federal income tax purposes and state income taxes. We are required to provide a valuation allowance for our deferred tax assets in excess of deferred tax liabilities because the company concluded that it is more likely than not that such deferred tax assets will ultimately not be realized. As a result, pre-tax losses for the three and six months ended June 30, 2009 were not reduced by any tax benefit. No federal income tax expense was recorded related to pretax income for the three and six months ended June 30, 2010 due to the utilization of book net operating losses for which no benefit had previously been recognized.<
/div>
|
Three Months
Ended June 30,
|
%
Increase/
(Decrease)
|
Six Months
Ended June 30,
|
%
Increase/
(Decrease)
|
||||||
2010
|
2009
|
2010
|
2009
|
||||||
Mainline Operations:
|
|||||||||
Revenue passengers (thousands)
|
11,611
|
11,876
|
(2.2)%
|
22,173
|
22,438
|
(1.2)%
|
|||
Revenue passenger miles (millions)
|
21,075
|
20,772
|
1.5 %
|
39,802
|
38,462
|
3.5 %
|
|||
Available seat miles (millions)
|
24,793
|
24,963
|
(0.7)%
|
48,186
|
48,316
|
(0.3)%
|
|||
Cargo ton miles (millions)
|
285
|
219
|
30.1 %
|
547
|
420
|
30.2 %
|
|||
Passenger load factor:
|
|||||||||
Mainline
|
85.0%
|
83.2%
|
1.8 pts.
|
82.6%
|
79.6%
|
3.0 pts.
|
|||
Domestic
|
86.6%
|
86.4%
|
0.2 pts.
|
84.2%
|
83.2%
|
1.0 pts.
|
|||
International
|
83.5%
|
80.2%
|
3.3 pts.
|
81.1%
|
76.2%
|
4.9 pts.
|
|||
Passenger revenue per available seat mile (cents)
|
10.94
|
9.21
|
18.8 %
|
10.45
|
9.31
|
12.2 %
|
|||
Total revenue per available seat mile (cents)
|
12.50
|
10.59
|
18.0 %
|
11.99
|
10.71
|
12.0 %
|
|||
Average yield per revenue passenger mile (cents)
|
12.87
|
11.07
|
16.3 %
|
12.65
|
11.69
|
8.2 %
|
|||
Average fare per revenue passenger
|
$236.24
|
$195.82
|
20.6 %
|
$229.36
|
$202.48
|
13.3 %
|
|||
Cost per available seat mile (CASM) (cents) (A)
|
11.27
|
10.85
|
3.9 %
|
11.31
|
10.71
|
5.6 %
|
|||
CASM, excluding special charges, merger-related costs and aircraft fuel and related taxes (cents) (B)
|
7.94
|
7.69
|
3.3 %
|
8.11
|
7.81
|
3.8 %
|
|||
CASM, holding fuel rate constant and excluding
special charges and merger-related costs (cents) (B)
|
10.90
|
10.67
|
2.2 %
|
10.89
|
10.61
|
2.6 %
|
|||
Average price per gallon of fuel, including
fuel taxes
|
$2.26
|
$2.08
|
8.7 %
|
$2.20
|
$1.96
|
12.2 %
|
|||
Fuel gallons consumed (millions)
|
354
|
358
|
(1.1)%
|
684
|
692
|
(1.2)%
|
|||
Aircraft in fleet at end of period (C)
|
337
|
351
|
(4.0)%
|
337
|
351
|
(4.0)%
|
|||
Average length of aircraft flight (miles)
|
1,625
|
1,551
|
4.8 %
|
1,608
|
1,527
|
5.3 %
|
|||
Average daily utilization of each aircraft (hours)
|
10:49
|
10:46
|
0.6 %
|
10:42
|
10:34
|
1.2 %
|
|||
Regional Operations:
|
|||||||||
Revenue passengers (thousands)
|
4,689
|
4,472
|
4.9 %
|
8,662
|
8,318
|
4.1 %
|
|||
Revenue passenger miles (millions)
|
2,556
|
2,394
|
6.8 %
|
4,748
|
4,494
|
5.7 %
|
|||
Available seat miles (millions)
|
3,148
|
3,044
|
3.4 %
|
6,071
|
6,015
|
0.9 %
|
|||
Passenger load factor
|
81.2%
|
78.7%
|
2.5 pts.
|
78.2 %
|
74.7%
|
3.5 pts.
|
|||
Passenger revenue per available seat mile (cents)
|
19.00
|
15.35
|
23.8 %
|
17.78
|
14.74
|
20.6 %
|
|||
Average yield per revenue passenger mile (cents)
|
23.40
|
19.51
|
19.9 %
|
22.73
|
19.72
|
15.3 %
|
|||
Aircraft in fleet at end of period (D)
|
251
|
266
|
(5.6)%
|
251
|
266
|
(5.6)%
|
|||
Three Months
Ended June 30,
|
%
Increase/
(Decrease)
|
Six Months
Ended June 30,
|
%
Increase/
(Decrease)
|
||||||
2010
|
2009
|
2010
|
2009
|
||||||
Consolidated Operations (Mainline and Regional):
|
|||||||||
Revenue passengers (thousands)
|
16,300
|
16,348
|
(0.3)%
|
30,835
|
30,756
|
0.3 %
|
|||
Revenue passenger miles (millions)
|
23,631
|
23,166
|
2.0 %
|
44,550
|
42,956
|
3.7 %
|
|||
Available seat miles (millions)
|
27,941
|
28,007
|
(0.2)%
|
54,257
|
54,331
|
(0.1)%
|
|||
Passenger load factor
|
84.6%
|
82.7%
|
1.9 pts.
|
82.1%
|
79.1%
|
3.0 pts.
|
|||
Passenger revenue per available seat mile (cents)
|
11.85
|
9.88
|
19.9 %
|
11.27
|
9.91
|
13.7 %
|
|||
Total revenue per available seat miles (cents)
|
13.27
|
11.16
|
18.9 %
|
12.67
|
11.20
|
13.1 %
|
|||
Average yield per revenue passenger mile (cents)
|
14.01
|
11.94
|
17.3 %
|
13.72
|
12.53
|
9.5 %
|
|||
CASM (cents) (A)
|
12.10
|
11.71
|
3.3 %
|
12.16
|
11.59
|
4.9 %
|
|||
CASM, excluding special charges, merger-related costs and aircraft fuel and related taxes (cents)
|
8.54
|
8.37
|
2.0 %
|
8.74
|
8.51
|
2.7 %
|
|||
CASM, holding fuel rate constant and excluding
special charges and merger-related costs (cents)
|
11.72
|
11.55
|
1.5 %
|
11.72
|
11.50
|
1.9 %
|
|||
Average price per gallon of fuel, including fuel taxes
|
$2.26
|
$2.07
|
9.2 %
|
$2.21
|
$1.95
|
13.3 %
|
|||
Fuel gallons consumed (millions)
|
428
|
430
|
(0.5)%
|
826
|
833
|
(0.8)%
|
|||
Average full-time equivalent employees
|
38,800
|
40,250
|
(3.6)%
|
39,085
|
40,285
|
(3.0)%
|
(A)
|
Includes impact of special charges.
|
(B)
|
See “NON-GAAP FINANCIAL MEASURES.”
|
(C)
|
Excludes five grounded 737-300 aircraft and five grounded 737-500 aircraft at June 30, 2010.
|
(D)
|
Consists of flights operated under capacity purchase agreements with Continental’s regional carriers ExpressJet, Colgan, Chautauqua and CommutAir. Excludes 25 EMB-135 aircraft that are temporarily grounded and 38 ERJ-145 aircraft and five EMB-135 aircraft subleased to other operators but are not operated on the company’s behalf at June 30, 2010.
|
Net Income (in millions)
|
Three Months
Ended June 30, 2010
|
|
Net income
|
$233
|
|
Special items:
|
||
Special charges (net of tax of $0)
|
6
|
|
Merger-related costs (net of tax of $0)
|
18
|
|
Net income, excluding special items (A)
|
$257
|
Earnings per Share
|
Three Months
Ended June 30, 2010
|
|
Diluted earnings per share
|
$1.46
|
|
Special items:
|
||
Special charges
|
0.04
|
|
Merger-related costs
|
0.10
|
|
Diluted earnings per share, excluding special items (A)
|
$1.60
|
CASM Mainline Operations (cents)
|
Three Months
Ended June 30,
|
%
Increase/
(Decrease)
|
Six Months
Ended June 30,
|
%
Increase/
(Decrease)
|
||||
2010
|
2009
|
2010
|
2009
|
|||||
Cost per available seat mile (CASM)
|
11.27
|
10.85
|
3.9 %
|
11.31
|
10.71
|
5.6 %
|
||
Less: Special charges and merger-related costs
|
(0.11)
|
(0.18)
|
NM
|
(0.07)
|
(0.10)
|
NM
|
||
CASM, excluding special charges and
merger-related costs
|
11.16
|
10.67
|
4.6 %
|
11.24
|
10.61
|
5.9 %
|
||
Less: Fuel per cost available seat mile (B)
|
(3.22)
|
(2.98)
|
8.1 %
|
(3.13)
|
(2.80)
|
11.8 %
|
||
CASM, excluding special charges, merger-related costs and aircraft fuel and related taxes (A)
|
7.94
|
7.69
|
3.3 %
|
8.11
|
7.81
|
3.8 %
|
||
Add: Current year fuel cost at prior year fuel
price per available seat mile (B)
|
2.96
|
-
|
NM
|
2.78
|
-
|
NM
|
||
Add: Prior year fuel cost per available seat
mile (B)
|
-
|
2.98
|
NM
|
-
|
2.80
|
NM
|
||
CASM, holding fuel rate constant and excluding special charges and merger-related costs (A)
|
10.90
|
10.67
|
2.2 %
|
10.89
|
10.61
|
2.6 %
|
CASM Consolidated Operations (cents)
|
Three Months
Ended June 30,
|
%
Increase/
(Decrease)
|
Six Months
Ended June 30,
|
%
Increase/
(Decrease)
|
||||
2010
|
2009
|
2010
|
2009
|
|||||
Cost per available seat mile (CASM)
|
12.10
|
11.71
|
3.3 %
|
12.16
|
11.59
|
4.9 %
|
||
Less: Special charges and merger-related costs
|
(0.09)
|
(0.16)
|
NM
|
(0.06)
|
(0.09)
|
NM
|
||
CASM, excluding special charges and
merger-related costs
|
12.01
|
11.55
|
4.0 %
|
12.10
|
11.50
|
5.2 %
|
||
Less: Fuel per cost available seat mile (B)
|
(3.47)
|
(3.18)
|
9.1 %
|
(3.36)
|
(2.99)
|
12.4 %
|
||
CASM, excluding special charges, merger-related costs and aircraft fuel and related taxes (A)
|
8.54
|
8.37
|
2.0 %
|
8.74
|
8.51
|
2.7 %
|
||
Add: Current year fuel cost at prior year fuel
price per available seat mile (B)
|
3.18
|
-
|
NM
|
2.98
|
-
|
NM
|
||
Add: Prior year fuel cost per available seat
mile (B)
|
-
|
3.18
|
NM
|
-
|
2.99
|
NM
|
||
CASM, holding fuel rate constant and excluding
special charges and merger-related costs (A)
|
11.72
|
11.55
|
1.5 %
|
11.72
|
11.50
|
1.9 %
|
(A)
|
These financial measures provide management and investors the ability to measure and monitor Continental’s performance on a consistent basis.
|
(B)
|
Both the cost and availability of fuel are subject to many economic and political factors and are therefore beyond the company’s control.
|