UNITED STATES

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): January 20, 2005

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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.

On January 20, 2005, we issued a press release announcing our financial results for the fourth quarter and the full year 2004. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On January 20, 2005, we provided an update for investors presenting information relating to our financial and operational results for 2004 and our outlook for 2005. The update is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

    1. Exhibits

 

99.1

Fourth Quarter Earnings Press Release

 

99.2

Investor Update

 

 

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.

 

 

January 20, 2005

By   /s/ Jennifer Vogel__________________

 

        Jennifer L. Vogel

 

        Senior Vice President, General Counsel
        and Secretary

 

 

EXHIBIT INDEX

99.1

Fourth Quarter Earnings Press Release

99.2

Investor Update

 

 

News Release

EXHIBIT 99.1

News Release

Contact: Corporate Communications

Houston: 713.324.5080

Email: corpcomm@coair.com

News archive: continental.com/news/ Address: P.O. Box 4607, Houston, TX 77210-4607

CONTINENTAL AIRLINES ANNOUNCES

FOURTH QUARTER AND 2004 RESULTS

Reports $206 million fourth quarter net loss; $363 million net loss for the year

HOUSTON, Jan. 20, 2005 -- Continental Airlines (NYSE: CAL) today reported a fourth quarter 2004 net loss of $206 million ($3.12 diluted loss per share). The net loss includes special items of $32 million ($14 million primarily due to the retirement of aircraft and $18 million related to a change in expected future costs for frequent flyer reward redemptions on alliance carriers).

Excluding the special items, Continental recorded a net loss of $174 million ($2.62 diluted loss per share) for the quarter, which compares favorably to the First Call mean estimate of $3.29 loss per share.

For the full year 2004, Continental incurred a net loss of $363 million ($5.55 diluted loss per share) compared to net income of $38 million in 2003. The company's 2004 results were adversely impacted by weak domestic yields and record breaking fuel prices. Excluding special items, Continental recorded a net loss of $255 million for 2004 ($3.91 diluted loss per share), compared to a net loss of $209 million ($3.20 diluted loss per share) in 2003.

"Even though we closed 2004 with a significant loss, Continental took many steps last year that are helping to position us for a stronger future," said Chairman and Chief Executive Officer Larry Kellner. "Continental employees continue to deliver outstanding, industry-leading service, and that consistency is a solid foundation for our efforts to restore profitability."

Fourth Quarter Revenue and Capacity

Fourth quarter passenger revenue was $2.2 billion, 6.7 percent higher than the same period in 2003.  Consolidated revenue passenger miles (RPMs) for the quarter increased 11.1 percent year-over-year on a capacity increase of 7.7 percent.  Consolidated load factor for the quarter was up 2.4 points over the same period in 2003 to 77.3 percent.  Consolidated revenue per available seat mile (RASM) was down 0.9 percent year-over-year for the quarter.  

 Mainline RPMs in the fourth quarter were up 10.1 percent on increased capacity of 6.6 percent versus the same period in 2003.  Mainline load factor in the fourth quarter increased 2.4 points over the fourth quarter 2003 to 77.9 percent.  With the continuing erosion of fares in the domestic and Caribbean markets, mainline yields during the quarter declined 4.2 percent year-over-year. The increase in load factor was not enough to offset the decline in yields, resulting in a 1.0 percent year-over-year decline in mainline RASM for the quarter. 

During the quarter, Continental continued its domestic length-of-haul adjusted yield and RASM premiums to the industry. Passenger revenue for the fourth quarter 2004 and period to period comparisons of related statistics by geographic region for the company's mainline and regional operations are as follows:

Percentage Increase (Decrease) in

Passenger Fourth Quarter 2004 vs. Fourth Quarter 2003

Revenue Passenger

(in millions) Revenue RASM ASMs

Domestic $ 1,085 (0.4)% (1.3)% 0.9%

Transatlantic 330 26.4% 2.0% 24.0%

Latin America 224 5.9% (2.9)% 9.1%

Pacific 150 11.0% 2.1% 8.7%

Total Mainline $ 1,789 5.4% (1.0)% 6.6%

Regional $ 400 12.9% (3.6)% 17.1%

Consolidated $ 2,189 6.7% (0.9)% 7.7%

Operational Accomplishments

Continental continued its outstanding operational performance in 2004, with the airline reporting a record 108 days without a single flight cancellation. For the quarter, Continental recorded a U.S. Department of Transportation (DOT) on-time arrival rate of 80.3 percent and a completion factor of 99.8 percent.

"Our co-workers' operational performance was stellar this past quarter, earning them two on-time bonuses, including a bonus for being the number one on-time carrier in the heavy travel month of December," said President Jeff Smisek. "Our co-workers continue to focus on what matters most to our customers - clean, safe and reliable service."

For the seventh year in a row, the company outperformed all of its U.S. competition in international long-haul service and comfort, according to results of a survey of Condé Nast Traveler readers published in the magazine's October 2004 edition. On transatlantic and transpacific flights, Continental Airlines ranked higher than all U.S. carriers on the magazine's lists of "Top Airlines."

Continental Airlines also received the highest overall score of all airlines surveyed in the 2004 Business Travel News Annual Airlines Survey. The airline garnered top marks in five of the 10 categories, including corporate pricing, quality of airline communication and value of sales representative visits.

Continental introduced self-service international check-in during the fourth quarter, and this service is now available at 233 self-service kiosks throughout its network. Online international check-in will be available on continental.com starting in the first quarter of 2005.

In the fourth quarter, Continental continued to boost its international network by launching new daily nonstop service between Honolulu and Nagoya, Japan, between Los Angeles International Airport and three Mexican destinations - Aguascalientes, Guanajuato and Morelia - and between Laredo, Texas, and Mexico City. The airline also began service between its hub at George Bush Intercontinental Airport in Houston and Huatulco, Mexico, the airline's 29th Mexican destination. Continental serves more Mexican destinations nonstop from the U.S. than any other airline.

Fourth Quarter Financial Results

Continental's mainline cost per available seat mile (CASM) increased 4.7 percent in the fourth quarter compared to the same period last year, primarily due to high fuel prices. Excluding special items and holding fuel rate constant, CASM decreased 3.8 percent due to the continued success of the carrier's cost savings initiatives. For the full year, Continental's CASM increased 3.1 percent compared to 2003. Holding fuel rate constant and excluding special items, CASM decreased 4.2 percent year-over-year.

"Our cost control efforts continue to be a major focus for us," said Executive Vice President and Chief Financial Officer Jeff Misner. "We have now realized over $900 million of our $1.1 billion effort, including achieving approximately $300 million of savings from our best business partners and suppliers."

Continental continues to suffer from the relentless burden of excessive fees and non-income related taxes. In the fourth quarter, the company incurred $258 million in fees and non-income related taxes charged on passenger tickets by various governmental entities, totaling $1.05 billion for the full year.

During the quarter, Continental began meeting with its employee work groups to discuss implementing $500 million of annual payroll and benefit cost reductions effective Feb. 28, 2005. The company has finalized changes to wages, work rules and benefits for executives and U.S.-based management and clerical, reservations, food services, airport and cargo agents and customer service employees totaling $169 million. The company continues to meet with each remaining work group to discuss a package of pay and benefits cuts appropriate for each group.

In January, Continental announced a significantly enhanced profit-sharing program that will share with employees 30 percent of the first $250 million of pre-tax income, 25 percent of the next $250 million and 20 percent of amounts over $500 million. Continental's enhanced profit-sharing program is now the best in the industry.

In line with its previously announced cost savings initiatives, Continental retired five MD-80 aircraft during the fourth quarter and the remaining two MD-80s in January 2005. The company has now retired its entire fleet of MD-80 aircraft, reducing the fleet to just three Boeing aircraft types - the 777, 767/757 and 737 models.

Continental ended the fourth quarter with approximately $1.46 billion in unrestricted cash and short-term investments.

2004 Highlights

-more-

 

Corporate Background

Continental Airlines is the world's sixth-largest airline with more than 3,000 daily departures throughout the Americas, Europe and Asia. Continental serves 153 domestic and 119 international destinations - more than any other airline in the world - and nearly 400 additional destinations are served via SkyTeam alliance airlines. With more than 41,000 employees, the airline has hubs serving New York, Houston, Cleveland and Guam, and carried approximately 56 million passengers in 2004.

In 2004, Continental earned awards and critical acclaim for both its operation and its corporate culture. FORTUNE ranks Continental as the top airline in its Most Admired Global Companies in 2004. The carrier won major awards at the 2004 OAG Airline of the Year Awards including "Airline of the Year," "Best Airline Based in North America" and "Best Executive/Business Class." For more company information, visit continental.com.

Continental Airlines will conduct a regular quarterly telephone briefing today to discuss these results and the company's financial and operating outlook with the financial

community and news media at 9:30 a.m. CT/10:30 a.m. ET. To listen to a live broadcast of this briefing, go to continental.com/company.

This press release may contain forward-looking statements that are not limited to historical facts, but reflect the company's current beliefs, expectations or intentions regarding future events. All forward-looking statements involve risks and uncertainties that could cause actual results to differ from those in the forward-looking statements. For examples of such risks and uncertainties, please see the risk factors set forth in the company's 2003 10-K and its other securities filings, which identify important matters such as the consequences of failing to obtain the $500 million reduction in annual payroll and benefit costs by Feb. 28, 2005, 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, airline pricing environment and industry capacity decisions, regulatory matters and the seasonal nature of the airline business. In addition to the foregoing risks , there can be no assurance that the company will be able to achieve the needed cost savings and revenue enhancements and payroll and benefits reductions and productivity improvements discussed in this news release, which will depend, among other matters, on successful discussions with employees and their representatives, and other third parties. Continental undertakes 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.

The financial statement deconsolidation of ExpressJet in November 2003 affects the comparability of quarter-to-quarter financial results. Post-deconsolidation, Continental's proportionate share of ExpressJet's net income is reflected in income from affiliates. Payments made to ExpressJet under Continental's capacity purchase agreement, previously eliminated in consolidation, are reported in ExpressJet capacity purchase, net, in 2004. See the attached table "ExpressJet Deconsolidation Impact" for a year-over-year comparison of individual items excluding the impact of ExpressJet deconsolidation.

-tables attached-

 

 

CONTINENTAL AIRLINES, INC. AND SUBSIDIARIES

SUMMARY OF SPECIAL ITEMS

(In millions of dollars)

 

Income (Expense)      

 

   Pre-Tax   

After Tax    

Fourth Quarter 2004

   

Frequent flyer reward redemption cost adjustment

$   (18)

 

$   (18)

 

Special charges for MD-80 aircraft retirement and other

   (14)

 

   (14)

 
 

$  (32)

 

$  (32)

 
         
         
         

Full Year 2004

       

Special charges for MD-80 aircraft retirement and other

$  (87)

 

$  (68)

 

Termination of 1993 service agreement with United Micronesian Development
  Association


(34)

 


(22)

 

Frequent flyer reward redemption cost adjustment

  (18)

 

  (18)

 
 

$(139)

 

$(108)

 
         
         
         

Fourth Quarter 2003

       

Gain on Hotwire and Orbitz investments (after related compensation expense
  and including adjustment to fair value of remaining investment in Orbitz)


$ 132 

 


$    83 

 

Revenue adjustment for change in expected redemption of frequent flyer
  mileage credits sold


24 

 


15 

 

Lease exit cost for permanently grounded MD-80 aircraft

  (21)

 

  (13)

 
 

$ 135 

 

$    85 

 
         
         
         

Full Year 2003

       

Security fee reimbursement

$ 176 

 

$ 111 

 

Gain on the sale of ExpressJet stock

173 

 

100 

 

Gain on Hotwire and Orbitz investments (after related compensation expense
  and including adjustment to fair value of remaining investment in Orbitz)


132 

 


83 

 

MD-80 fleet impairment loss

(65)

 

(41)

 

Revenue adjustment for change in expected redemption of frequent flyer
  mileage credits sold


24 

 


15 

 

Lease exit cost for permanently grounded MD-80 aircraft

(21)

 

(13)

 

Boeing 737 aircraft delivery deferral

  (14)

 

    (8)

 
 

$ 405 

 

$ 247 

 

 

 

 

 

 

 

 

 

-more-

CONTINENTAL AIRLINES, INC. AND SUBSIDIARIES

FINANCIAL SUMMARY (a)
(In millions of dollars, except per share data)
(Unaudited)

 

Three Months Ended
December 31,


Increase/

 

    2004    

    2003    

(Decrease)

Operating Revenue:

     

Passenger (excluding fees and taxes of $258 and $227) (b)

$2,189 

 

$2,051 

 

6.7 %

 

Cargo, mail and other (c)

    208 

 

    197 

 

5.6 %

 
 

 2,397 

 

 2,248 

 

6.6 %

 
             

Operating Expenses:

           

Wages, salaries and related costs

717 

 

738 

 

(2.8)%

 

Aircraft fuel and related taxes

453 

 

306 

 

48.0 %

 

ExpressJet capacity purchase, net

359 

 

153 

 

NM   

 

Aircraft rentals

226 

 

225 

 

0.4 %

 

Landing fees and other rentals

158 

 

151 

 

4.6 %

 

Commissions, booking fees, credit card fees and other
distribution costs


136 

 


129 

 


5.4 %

 

Maintenance, materials and repairs

93 

 

114 

 

(18.4)%

 

Depreciation and amortization

103 

 

108 

 

(4.6)%

 

Passenger servicing

77 

 

73 

 

5.5 %

 

Special charges (d)

14 

 

21 

 

NM   

 

Other (e)

    222 

 

    214 

 

3.7 %

 
 

 2,558 

 

 2,232 

 

14.6 %

 
             

Operating Income (Loss)

  (161)

 

     16 

 

NM   

 
             

Nonoperating Income (Expense):

           

Interest expense

(98)

 

(98)

 

0.0 %

 

Interest capitalized

 

 

(40.0)%

 

Interest income

10 

 

 

66.7 %

 

Income from affiliates

34 

 

30 

 

13.3 %

 

Other, net (f)

         6 

 

    137 

 

(95.6)%

 
 

    (45)

 

      80 

 

NM   

 
             

Income (Loss) before Income Taxes and Minority Interest

(206)

 

96 

 

NM   

 

Income Tax Expense (g)

 

(40)

 

NM   

 

Minority Interest

       - 

 

     (9)

 

NM   

 
             

Net Income (Loss)

$ (206)

 

$     47 

 

NM   

 
             

Earnings (Loss) per Share:

           

Basic

$(3.10)

 

$  0.72 

 

NM   

 

Diluted (h)

$(3.12)

 

$  0.61 

 

NM   

 
             

Shares used for computation:

           

Basic

66.3 

 

65.7 

 

0.9 %

 

Diluted (h)

66.3 

 

84.0 

 

(21.1)%

 

-more-

 

  1. Amounts include the consolidation of ExpressJet Holdings, Inc. through November 12, 2003.
  2. The fees and taxes are primarily U.S. federal transportation taxes, federal security charges, airport passenger facility charges and foreign departure taxes.
  3. 2003 includes $24 million of additional revenue for a change in the expected redemption of frequent flyer mileage credits sold.
  4. Special charges in the fourth quarter of both 2004 and 2003 relate to the retirement of leased MD-80 aircraft.
  5. 2004 includes an $18 million charge related to a change in expected future costs for frequent flyer reward redemptions on alliance carriers.
  6. 2003 includes $132 million of gains related to the sale of investments in Hotwire and Orbitz (after related compensation expense and including adjustment to fair value of remaining investment in Orbitz).
  7. Due to continued losses, the company was required to provide valuation allowances on deferred tax assets recorded on losses beginning with the third quarter of 2004. As a result, the company's fourth quarter 2004 net loss was not reduced by any tax benefits.
  8. Diluted earnings per share for the three months ended December 31, 2003 has been restated due to the adoption of Emerging Issues Task Force Issue 04-8, "The Effect of Contingently Convertible Instruments on Diluted Earnings per Share." The new rule requires the dilutive effect of securities which are convertible into common stock upon occurrence of a trigger (such as achievement of a certain market price) to always be included in diluted earnings per share, whereas previously the dilutive effect of such securities was not included until the contingent condition was met.

 

 

 

 

 

 

 

 

 

 

 

 

-more-

CONTINENTAL AIRLINES, INC. AND SUBSIDIARIES

FINANCIAL SUMMARY (a)
(In millions of dollars, except per share data)
(Unaudited)

 

Year Ended
  December 31,


Increase/

 

    2004    

    2003    

(Decrease)

Operating Revenue:

     

Passenger (excluding fees and taxes of $1,046 and $904) (b)

$8,984 

 

$8,135 

 

10.4 %

 

Cargo, mail and other (c)

    760 

 

    735 

 

3.4 %

 
 

 9,744 

 

 8,870 

 

9.9 %

 
             

Operating Expenses:

           

Wages, salaries and related costs

2,819 

 

3,056 

 

(7.8)%

 

Aircraft fuel and related taxes

1,587 

 

1,319 

 

20.3 %

 

ExpressJet capacity purchase, net

1,351 

 

153 

 

NM   

 

Aircraft rentals

891 

 

896 

 

(0.6)%

 

Landing fees and other rentals

646 

 

620 

 

4.2 %

 

Commissions, booking fees, credit card fees and other
distribution costs


552 

 


525 

 


5.1 %

 

Maintenance, materials and repairs

414 

 

509 

 

(18.7)%

 

Depreciation and amortization

414 

 

444 

 

(6.8)%

 

Passenger servicing

306 

 

297 

 

3.0 %

 

Security fee reimbursement

 

(176)

 

NM   

 

Special charges (d)

121 

 

100 

 

NM   

 

Other (e)

    872 

 

    924 

 

(5.6)%

 
 

 9,973 

 

 8,667 

 

15.1 %

 
             

Operating Income (Loss)

  (229)

 

    203 

 

NM   

 
             

Nonoperating Income (Expense):

           

Interest expense

(389)

 

(393)

 

(1.0)%

 

Interest capitalized

14 

 

24 

 

(41.7)%

 

Interest income

29 

 

19 

 

52.6 %

 

Income from affiliates

 118 

 

40 

 

NM   

 

Gain on dispositions of ExpressJet Holdings shares

 

173 

 

NM   

 

Other, net (f)

       17

 

     135 

 

(87.4)%

 
 

 (211)

 

       (2)

 

NM   

 
 

 

 

 

     

Income (Loss) before Income Taxes and Minority Interest

(440)

 

201 

 

NM   

 

Income Tax Benefit (Expense) (g)

   77 

 

   (114)

 

NM   

 

Minority Interest

       - 

 

    (49)

 

NM   

 
             

Net Income (Loss)

$ (363)

 

$      38 

 

NM   

 
             

Earnings (Loss) per Share:

           

Basic

$ (5.49)

 

$  0.58 

 

NM   

 

Diluted (h)

$ (5.55)

 

$  0.57 

 

NM   

 
             

Shares used for computation

           

Basic

66.1 

 

65.4 

 

1.1 %

 

Diluted (h)

66.1 

 

65.6 

 

0.8 %

 

 

 

-more-

 

  1. Amounts include the consolidation of ExpressJet Holdings, Inc. through November 12, 2003.
  2. The fees and taxes are primarily U.S. federal transportation taxes, federal security charges, airport passenger facility charges and foreign departure taxes.
  3. 2003 includes $24 million of additional revenue for a change in the expected redemption of frequent flyer mileage credits sold.
  4. In 2004, the company recorded special charges of $121 million primarily related to the retirement of sixteen leased MD-80 aircraft and the termination of a services agreement. In 2003, the company recorded a $65 million impairment charge associated with its MD-80 fleet and spare parts associated with retired aircraft, a $14 million charge for expenses associated with the deferral of Boeing 737 aircraft deliveries and a $21 million charge for lease exit costs for permanently grounded MD-80 aircraft.
  5. 2004 includes an $18 million charge related to a change in expected future costs for frequent flyer reward redemptions on alliance carriers.
  6. 2003 includes $132 million of gains related to the sale of investments in Hotwire and Orbitz (after related compensation expense and including adjustment to fair value of remaining investment in Orbitz).
  7. Due to continued losses, the company was required to provide valuation allowances on deferred tax assets recorded on losses beginning with the third quarter of 2004. As a result, the company's third and fourth quarter 2004 net losses were not reduced by any tax benefits.
  8. Diluted earnings per share for 2003 has been restated due to the adoption of Emerging Issues Task Force Issue 04-8, "The Effect of Contingently Convertible Instruments on Diluted Earnings per Share." The new rule requires the dilutive effect of securities which are convertible into common stock upon occurrence of a trigger (such as achievement of a certain market price) to always be included in diluted earnings per share, whereas previously the dilutive effect of such securities was not included until the contingent condition was met.

 

 

 

 

 

 

 

 

 

 

 

 

 

-more-

CONTINENTAL AIRLINES, INC. AND SUBSIDIARIES

STATISTICS

 

Three Months Ended

December 31, 

Increase/

 

    2004    

    2003    

(Decrease)

Mainline Operations:

     

Onboard passengers (thousands) (a)

10,624

 

10,052

 

5.7 %

 

Revenue passenger miles (millions)

16,268

 

14,782

 

10.1 %

 

Available seat miles (millions)

20,876

 

19,591

 

6.6 %

 

Cargo ton miles (millions)

278

 

239

 

16.3 %

 
             

Passenger load factor:

           

     Mainline

77.9%

 

75.5%

 

2.4 pts.

 

     Domestic

77.9%

 

75.2%

 

2.7 pts.

 

     International

78.0%

 

75.9%

 

2.1 pts.

 
             

Passenger revenue per available seat mile (cents)

8.57

 

8.66

 

(1.0)%

 

Total revenue per available seat mile (cents)

9.57

 

9.66

 

(0.9)%

 

Average yield per revenue passenger mile (cents)

11.00

 

11.48

 

(4.2)%

 
             

Cost per available seat mile (cents) (b)

9.98

 

9.53

 

4.7 %

 

Special items per available seat mile (cents)

(0.16)

 

(0.11)

 

NM   

 

Cost per available seat mile, holding fuel rate constant (cents) (b)

9.22

 

9.53

 

(3.3)%

 
             

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

134.14

 

85.32

 

57.2 %

 

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

138.62

 

89.57

 

54.8 %

 

Fuel gallons consumed (millions)

327

 

314

 

4.1 %

 
             

Actual aircraft in fleet at end of period

349

 

355

 

(1.7)%

 

Average length of aircraft flight (miles)

1,321

 

1,274

 

3.7 %

 

Average daily utilization of each aircraft (hours)

9:44

 

9:15

 

5.2 %

 
             

Regional Operations:

           

Onboard passengers (thousands) (a)

3,629

 

3,077

 

17.9 %

 

Revenue passenger miles (millions)

1,970

 

1,630

 

20.9 %

 

Available seat miles (millions)

2,713

 

2,316

 

17.1 %

 

Passenger load factor

72.6%

 

70.4%

 

2.2 pts.

 

Passenger revenue per available seat mile (cents)

14.74

 

15.29

 

(3.6)%

 

Actual aircraft in fleet at end of period

245

 

224

 

9.4 %

 
             

Consolidated Statistics (Mainline and Regional):

           

Onboard passengers (thousands) (a)

14,253

 

13,129

 

8.6 %

 

Passenger load factor

77.3%

 

74.9%

 

2.4 pts.

 

Breakeven passenger load factor (c)

86.3%

 

71.6%

 

14.7 pts.

 

Passenger revenue per available seat mile (cents)

9.28

 

9.36

 

(0.9)%

 

  1. Revenue passengers measured by each flight segment flown.
  2. Includes impact of special items.
  3. The percentage of seats that must be occupied by revenue passengers in order for us to breakeven on a net income basis. Special expense items of $32 million in the fourth quarter of 2004 and $135 million of income in the fourth quarter of 2003 (both detailed in the "Summary of Special Items" contained in this release) increased (decreased) the consolidated breakeven load factor by 1.4 and (6.0) points, respectively.

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CONTINENTAL AIRLINES, INC. AND SUBSIDIARIES

STATISTICS

 

Year Ended  
December 31,


Increase/

 

    2004    

    2003    

(Decrease)

Mainline Operations:

     

Onboard passengers (thousands) (a)

42,743

 

40,613

 

5.2 %

 

Revenue passenger miles (millions)

65,734

 

59,165

 

11.1 %

 

Available seat miles (millions)

84,672

 

78,385

 

8.0 %

 

Cargo ton miles (millions)

1,026

 

917

 

11.9 %

 
             

Passenger load factor:

           

     Mainline

77.6%

 

75.5%

 

2.1 pts.

 

     Domestic

77.4%

 

76.2%

 

1.2 pts.

 

     International

77.9%

 

74.3%

 

3.6 pts.

 
             

Passenger revenue per available seat mile (cents)

8.75

 

8.73

 

0.2 %

 

Total revenue per available seat mile (cents)

9.65

 

9.64

 

0.1 %

 

Average yield per revenue passenger mile (cents)

11.28

 

11.57

 

(2.5)%

 
             

Cost per available seat mile (cents) (b)

9.65

 

9.36

 

3.1 %

 

Special items per available seat mile (cents)

(0.16)

 

0.09

 

NM   

 

Cost per available seat mile, holding fuel rate constant (cents) (b)

9.21

 

9.36

 

(1.6)%

 
             

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

114.84

 

87.18

 

31.7 %

 

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

119.01

 

91.40

 

30.2 %

 

Fuel gallons consumed (millions)

1,333

 

1,257

 

6.0 %

 
             

Actual aircraft in fleet at end of period

349

 

355

 

(1.7)%

 

Average length of aircraft flight (miles)

1,325

 

1,270

 

4.3 %

 

Average daily utilization of each aircraft (hours)

9:55

 

9:19

 

6.4 %

 
             

Regional Operations:

           

Onboard passengers (thousands) (a)

13,739

 

11,445

 

20.0 %

 

Revenue passenger miles (millions)

7,417

 

5,769

 

28.6 %

 

Available seat miles (millions)

10,410

 

8,425

 

23.6 %

 

Passenger load factor

71.3%

 

68.5%

 

2.8 pts.

 

Passenger revenue per available seat mile (cents)

15.09

 

15.31

 

(1.4)%

 

Actual aircraft in fleet at end of period

245

 

224

 

9.4 %

 
             

Consolidated Statistics (Mainline and Regional):

           

Onboard passengers (thousands) (a)

56,482

 

52,058

 

8.5 %

 

Passenger load factor

76.9%

 

74.8%

 

2.1 pts.

 

Breakeven passenger load factor (c)

81.6%

 

73.7%

 

7.9 pts.

 

Passenger revenue per available seat mile (cents)

9.45

 

9.37

 

0.9 %

 

  1. Revenue passengers measured by each flight segment flown.
  2. Includes impact of special items.
  3. The percentage of seats that must be occupied by revenue passengers in order for us to breakeven on a net income basis. Special expense items of $139 million in 2004 and $405 million of income in 2003 (both detailed in the "Summary of Special Items" contained in this release) increased (decreased) the consolidated breakeven load factor by 1.4 and (4.5) percentage points, respectively.

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CONTINENTAL AIRLINES, INC. AND SUBSIDIARIES

EXPRESSJET DECONSOLIDATION IMPACT

(In millions of dollars)

 (Unaudited)



As Reported
     
Three Months Ended
     December 31,      

Components of Increase (Decrease)

Increase         
(Decrease)       
related to         
ExpressJet         



All Other  
Increase  


% Increase/
(Decrease)
Excluding

  2004  

  2003  

Deconsolidation (a)

(Decrease)

ExpressJet

           

Operating Revenue:

         

   Passenger

$2,189 

$2,051 

$    - 

 

$ 138 

 

6.7 %

 

  Cargo, mail and other

   208 

   197 

    1 

 

   10 

 

5.1 %

 
 

2,397 

2,248 

    1 

 

148 

 

6.6 %

 
                 

Operating Expenses:

               

  Wages, salaries and related costs

717 

738 

(41)

 

20 

 

2.9 %

 

  Aircraft fuel and related taxes

453 

306 

(25)

 

172 

 

61.2 %

 

  ExpressJet capacity purchase, net

359 

153 

133 

 

73 

 

25.5 %

 

  Aircraft rentals

226 

225 

 

 

0.4 %

 

  Landing fees and other rentals

158 

151 

(13)

 

20 

 

14.5 %

 

  Commissions, bookings fees, credit
    card fees and other distribution costs


136 


129 


- - 

 


 


5.4 %

 

  Maintenance, materials and repairs

93 

114 

(14)

 

(7)

 

(7.0)%

 

  Depreciation and amortization

103 

108 

(2)

 

(3)

 

(2.8)%

 

  Passenger servicing

77 

73 

(1)

 

 

6.9 %

 

  Special charges

14 

21 

 

(7)

 

NM   

 

  Other

   222 

   214 

(16)

 

    24 

 

12.1 %

 
 

2,558 

2,232 

  21 

 

 305 

 

13.5 %

 
                 

Operating Income (Loss)

  (161)

     16 

(20)

 

(157)

 

NM   

 
                 

Nonoperating Income (Expense)

   (45)

    80 

     1 

 

(126)

 

NM   

 
                 

Income (Loss) before Income Taxes and Minority Interest


(206)


96 


(19)

 


(283)

 


NM   

 
                 

Income Tax Benefit (Expense)

(40)

10 

 

30 

 

NM   

 
                 

Minority Interest

     - 

     (9)

     9 

 

       - 

 

NM   

 
                 

Net Income (Loss)

$ (206)

$     47 

$      - 

 

$(253)

 

NM   

 

 

  1. Represents increase (decrease) in amounts had ExpressJet been deconsolidated in 2003 and reported using the equity method of accounting at the 53.1% ownership interest in effect at that time.

 

 

 

 

-more-

CONTINENTAL AIRLINES, INC. AND SUBSIDIARIES

EXPRESSJET DECONSOLIDATION IMPACT

(In millions of dollars)

 (Unaudited)



As Reported
     
Year Ended       
December 31,    

Components of Increase (Decrease)

Increase          
(Decrease)        
related to         
ExpressJet         



All Other  
Increase  


% Increase/
(Decrease)
Excluding

  2004  

  2003  

Deconsolidation (a)

(Decrease)

ExpressJet

           

Operating Revenue:

         

  Passenger

$8,984 

$8,135 

$    - 

 

$ 849 

 

10.4 %

 

  Cargo, mail and other

   760 

   735 

   (4)

 

    29 

 

4.0 %

 
 

9,744 

8,870 

   (4)

 

  878 

 

9.9 %

 
                 

Operating Expenses:

               

  Wages, salaries and related costs

2,819 

3,056 

(304)

 

67 

 

2.4 %

 

  Aircraft fuel and related taxes

1,587 

1,319 

(170)

 

438 

 

38.1 %

 

  ExpressJet capacity purchase, net

1,351 

153 

953 

 

245 

 

22.2 %

 

  Aircraft rentals

891 

896 

 

(5)

 

(0.6)%

 

  Landing fees and other rentals

646 

620 

(87)

 

113 

 

21.2 %

 

  Commissions, bookings fees, credit
    card fees and other distribution costs


552 


525 


- - 

 


27 

 


5.1 %

 

  Maintenance, materials and repairs

414 

509 

(111)

 

16 

 

4.0 %

 

  Depreciation and amortization

414 

444 

(17)

 

(13)

 

(3.0)%

 

  Passenger servicing

306 

297 

(11)

 

20 

 

7.0 %

 

  Security fee reimbursement

(176)

 

173 

 

NM   

 

  Special charges

121 

100 

 

21 

 

NM   

 

  Other

    872 

    924 

(103)

 

      51 

 

6.2 %

 
 

 9,973 

 8,667 

  153 

 

1,153 

 

13.1 %

 
                 

Operating Income (Loss)

  (229)

   203 

(157)

 

(275)

 

NM   

 
                 

Nonoperating Income (Expense)

  (211)

     (2)

    50 

 

(259)

 

NM   

 
                 

Income (Loss) before Income Taxes
  and Minority Interest


(440)


201 


(107)

 


(534)

 


NM   

 
                 

Income Tax Benefit (Expense)

77 

(114)

58 

 

133 

 

NM   

 
                 

Minority Interest

        - 

  (49)

    49 

 

       - 

 

NM   

 
                 

Net Income (Loss)

$  (363)

$    38 

$      - 

 

$(401)

 

NM   

 
                 

  1. Represents increase (decrease) in amounts had ExpressJet been deconsolidated in 2003 and reported using the equity method of accounting at the 53.1% ownership interest in effect at that time.

 

-more-

CONTINENTAL AIRLINES, INC. AND SUBSIDIARIES

NON-GAAP FINANCIAL MEASURES


Net Income (Loss) (in millions of dollars)

Three Months Ended
 December 31, 2004  

Year  Ended     
 December 31, 2004 

Year  Ended     
 December 31, 2003 

       

Net income (loss)

$(206)

 

$(363)

 

$    38 

 
             

Adjustment for special items (a)

     32 

 

    108 

 

(247)

 
             

Net loss excluding special items (b)

$ (174)

 

$ (255)

 

$(209)

 
             


Income (Loss) per Share

Three Months Ended
 December 31, 2004 

Year  Ended     
 December 31, 2004 

Year  Ended     
 December 31, 2003 

         

Diluted income (loss) per share

$(3.12)

 

$(5.55)

 

$0.57

 
             

 Adjustment for special items (a)

  0.50 

 

  1.64 

 

 (3.77)

 
             

Diluted loss per share, excluding special items (b)

$ (2.62)

 

$(3.91)

 

$ (3.20)

 
     

Three Months Ended
December 31,


Increase/

CASM Mainline Operations

    2004    

    2003    

(Decrease)

       

Cost per available seat mile (CASM) (cents)

9.98 

 

9.53 

 

4.7 %

 
             

Adjustment for special items (cents) (b)

(0.16)

 

(0.11)

 

NM   

 
             

Less:  Current year fuel cost per available seat mile (cents) (c)

(2.16)

 

 

NM   

 

Add:  Current year fuel cost at prior year fuel price per
             available seat mile (cents) (c)


 1.40 

 


       - 

 


NM   

 
             

CASM excluding special items and holding fuel rate
  constant (cents) (b) (c)


 9.06 

 


  9.42 

 


(3.8)%

 
     
 

Year Ended
December 31,


Increase/

CASM Mainline Operations

    2004    

    2003    

(Decrease)

       

Cost per available seat mile (CASM) (cents)

9.65

 

9.36 

 

3.1 %

 
             

Adjustments for special items (cents) (b)

(0.16)

 

0.09 

 

NM   

 
             

Less:  Current year fuel cost per available seat mile (cents) (c)

(1.87)

 

 

NM   

 

Add:  Current year fuel cost at prior year fuel price per
             available seat mile (cents) (c)


 1.43 

 


       - 

 


NM   

 
             

CASM excluding special items and holding fuel rate
  constant (cents) (b) (c)


 9.05

 


 9.45
 

 


(4.2)%

 

  1. Special items are detailed in the "Summary of Special Items" contained in this release.
  2. These financial measures provide management and investors the ability to measure and monitor Continental's performance on a consistent basis.
  3. Both the cost and availability of fuel are subject to many economic and political factors and are therefore beyond our control, therefore these financial measures provide management and investors the ability to measure and monitor Continental's performance on a consistent basis.

CAL 05012 ###

EXHIBIT 99.2


Sarah Zaozirny
Director - Investor Relations

Investor Update

Issue Date:

January 20, 2005

This update contains forward-looking statements that are not limited to historical facts, but reflect the company's current beliefs, expectations or intentions regarding future events. All forward-looking statements involve risks and uncertainties that could cause actual results to differ from those in the forward-looking statements. For examples of such risks and uncertainties, please see the risk factors set forth in the company's 2003 10-K and its other securities filings, which identify important matters such as the consequences of failing to obtain the $500 million reduction in annual payroll and benefit costs by Feb. 28, 2005, 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, airline pricing environment and industry capacity decisions, regulatory matters and the seasonal nature of the airline business. Continental undertakes no obligation to publicly u pdate or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this update.

Current News
Fourth Quarter 2004: Today Continental reported a fourth quarter net loss of $206 million, or $3.12 diluted loss per share. These results include special items of $14 million primarily related to the retirement of aircraft and $18 million related to a change in expected future costs for frequent flyer reward redemptions on alliance carriers. Excluding these items, Continental recorded a net loss of $174 million, or $2.62 diluted loss per share.

Debt and Capital Leases: At year-end 2004 our total debt and capital leases were $5.8 billion, of which $5.5 billion is debt. Of the $5.5 billion in debt, $642 million is current. Debt principal and capital lease payments for the first quarter 2005 are estimated to be approximately $110 million.

2005 Pension Expense and Contributions: Continental estimates its non-cash pension expense for 2005 will be approximately $315 million. The minimum required pension contribution is estimated to be approximately $300 million. Earlier this month Continental contributed six million shares of ExpressJet Holdings, Inc. stock (a total contribution value of approximately $65 million) to its pension plan toward this minimum contribution.

Fuel Hedges: Continental does not currently have any fuel hedges.

January RASM: Consolidated revenue per available seat mile ("RASM") for the first two weeks of January was up year-over-year due to the strong holiday return traffic. With the recent domestic fare restructuring, it is too early to estimate RASM results for the full month of January.

Net revenue impact from Delta fare restructuring: Continental estimates the initial negative impact from the recent fare restructuring initiated by Delta will be in the range of $10 - $12 million a month.

Cargo, Mail and Other Revenue: Continental estimates cargo, mail and other revenue will be approximately $190 million for the first quarter 2005.

Fees and Taxes Remitted to Governmental Entities: Continental supplementally discloses all fees and non-income based taxes remitted to various governmental entities that are charged on passenger tickets. Those fees and taxes totaled $258 million in the fourth quarter and $1.05 billion for full year 2004. In the current competitive environment, substantially all of these fees and taxes are absorbed by Continental.

Tax Sharing Agreement with ExpressJet Holdings, Inc.
Continental expects to receive approximately $25 million for the full year 2005 (approximately $6.25 million per quarter) related to the tax-sharing agreement with ExpressJet. For more information regarding this tax-sharing agreement, please see our 2003 10-K.

Targeted Cash Balance
Continental anticipates ending the first quarter of 2005 with an unrestricted cash and short-term investments balance between $1.3 and $1.4 billion.

Advanced Bookings - Six Week Outlook
Advanced bookings in all regions through the end of February 2005 look strong and each region's bookings are averaging up more than three points year-over-year (yoy).

Domestic load factor for the first quarter 2005 is expected to be up about four points yoy. Domestic yields continue to be weak and we expect domestic yields will be down 3-4% for the first quarter 2005.

Transatlantic first quarter load factor is expected to be up almost 2 points yoy on a capacity increase of about 17%. We have seen some improvement in Transatlantic yields. For the first quarter, we expect Transatlantic yields will be up 3-4% yoy.

Latin first quarter load factor is expected to be up more than 3 points. We continue to experience negative pressure on Latin yields, especially in the Caribbean region.

Pacific first quarter load factor is expected to improve yoy by 3 - 4 points on roughly flat yields yoy.

 

2005 Estimated
Year-over-Year %Change

ASMs (Available Seat Miles)

1st Qtr.(E)

Full Year(E)

Domestic
Latin America
Transatlantic
Pacific
Total Mainline

Regional

Consolidated

(3.0)%
4.5%
17.0%
11.0%
2.7%

15.0%

4.0%

0.0%
1.0%
19.5%
11.0%
5.0%

12.0%

5.5%

 

 

2005 Estimate

Load Factor

1st Qtr.(E)

Full Year(E)

Continental
Regional

76 - 77%
69 - 70%

78 - 79%
75 - 76%


 

2005 Estimate (cents)

Mainline Operating Statistics

1st Qtr.(E)

CASM (Cost per Available Seat Mile)
Less:
  Fuel Cost & Related Taxes per ASM
CASM Less Fuel & Related Taxes

9.90 - 9.95

2.11
7.79 - 7.84


 

2005 Estimate (cents)

Consolidated Operating Statistics

1st Qtr.(E)

CASM (Cost per Available Seat Mile)
Less:
  Fuel Cost & Related Taxes per ASM
CASM Less Fuel & Related Taxes

10.72 - 10.77

2.27
8.45 - 8.50


Consolidated is defined as mainline plus regional.

 

2005 Estimate

Fuel Gallons Consumed

1st Qtr.(E)

Full Year(E)

Mainline
Regional

Fuel Price per Gallon (including fuel taxes)

319 Million
  69 Million

$1.38

1,365 Million
   295 Million

$1.31

 

 

2005 Estimated Amounts ($Millions)

Selected Expense Amounts

1st Qtr.(E)

Full Year(E)

Aircraft Rent
Landing Fees & Other Rentals
Depreciation & Amortization
Net Interest Expense

$226
$170
  $98
  $85

$925
$720
$392
$310

 

Continental Airlines, Inc. Tax Computation
Due to accumulated losses, Continental has stopped recording income tax benefit on current and future book losses.


Cash Capital Expenditures

2004
($Millions)

2005 Estimate
($Millions)

Fleet & Fleet Related
Non-Fleet
Rotable Parts & Capitalized Interest
   Total
Net Purchase Deposits
Total Cash Capital Expenditures

$57 
72 
      35 
$164 
   (111)
$53

 

$50 
135 
      35 
$220 
   (50)
$170

 


EPS Estimated Share Count
Share count estimates for calculating basic and diluted earnings per share at different income levels are as follows:

First Quarter 2005 (Millions)

Quarterly

Number of Shares

 

Earnings Level

Basic

Diluted

Interest Addback

Over $46
Between $24 - $46
Between $12 - $24
Under $12
Net Loss

66.6
66.6
66.6
66.6
66.6

84.6
80.4
75.4
66.7
66.6

$5.8
$3.2
$1.5
- --
- --

Full Year 2005 (Millions)

Year-to-date

Number of Shares

 

Earnings Level

Basic

Diluted

Interest Addback

Over $187
Between $97 - $187
Between $47 - $97
Under $47
Net Loss

66.9
66.9
66.9
66.9
66.9

85.0
80.8
75.8
67.1
66.9

$23.1
$12.9
$6.1
- --
- --

These share count charts are based upon several assumptions including market stock price and number of shares outstanding. The number of shares used in the actual EPS calculation will likely be different from those set forth above.

 

Fleet News

Continental Airlines Fleet Plan
Includes Continental, Continental Micronesia and Continental Express
January 20, 2005

Firm Commitments Less Planned Retirements

 

Total

Net Inductions and Exits

Total

Mainline

YE 2004

2005E

2006E

YE 2006E

777-200ER
767-400ER
767-200ER
757-300
757-200
737-900
737-800
MD-80
737-700
737-300
737-500

18
16
10
9
41
12
91
2
36
51
63

-
- -
- -
- -
- -
- -
8
(2)
- -
- -
- -

-
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -

18
16
10
9
41
12
99
- - 
36
51
63

Total

349

6

0

355

         

Regional

       

ERJ-145XR
ERJ-145
ERJ-135

75
140
30

21
- -
- -

8
- -
- -

104
140
30

Total

245

21

8

274

         

Total Count

594

27

8

629


In December Continental announced an agreement with Boeing to lease eight 757-300s with delivery between July 2005 and January 2006 and to accelerate into 2006 the delivery of six 737-800s that were previously scheduled to be delivered in 2008. In addition, we placed an order for 10 7E7s for delivery beginning 2009. These aircraft deliveries are subject to approval by Continental's Board of Directors and are not included in the above-referenced fleet plan.

Reconciliation of GAAP to Non-GAAP Financial Information

(in millions except per share data)

4th Qtr 2004

GAAP Net Income/(Loss)
Items Excluded (Net of Taxes):
  Special charges for aircraft retirement and other
  Frequent flyer reward redemption cost adjustment
Non-GAAP Income/(Loss) (a)

Shares Used for Computation:

Diluted Earnings (Loss) per Share excluding above items (a)

$ (206)

14
18
$ (174)

66.3

$(2.62)


 

Reconciliation of GAAP to Non-GAAP Financial Information
(millions except CASM data)

Mainline

1st Qtr. Range(E)

Operating Expenses - GAAP

$ 2,061

$ 2,071

Items Excluded

Aircraft Fuel & Related Taxes

(440)

(440)

Operating Expenses - Non GAAP

$ 1,621

$ 1,631

ASMs (millions)

20,817

20,817

CASM-GAAP (cents)

9.90

9.95

Fuel Cost & Related Taxes per ASM

2.11

2.11

CASM Excluding Fuel & Related Taxes - Non-GAAP (cents) (b)

7.79

7.84

Consolidated (Mainline plus Regional)

1st Qtr. Range(E)

Operating Expenses - GAAP

$ 2,527

$ 2,539

Items Excluded

Aircraft Fuel & Related Taxes

(535)

(535)

Operating Expenses - Non GAAP

$ 1,992

$ 2,004

ASMs (millions)

23,577

23,577

CASM-Non-GAAP (cents)

10.72

10.77

Fuel Cost & Related Taxes per ASM

2.27

2.27

CASM Excluding Fuel & Related Taxes - Non-GAAP (cents) (b)

8.45

8.50

(a) These financial measures provide management and investors the ability to measure and monitor Continental's performance on a consistent basis.

(b) Cost per available seat mile excluding fuel and related taxes is computed by multiplying fuel price per gallon, including fuel taxes, by fuel gallons consumed and subtracting that amount from operating expenses then dividing by available seat miles. This statistic provides management and investors the ability to measure and monitor Continental's cost performance absent fuel price volatility. Both the cost and availability of fuel are subject to many economic and political factors and therefore are beyond our control.