UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Continental Airlines, Inc.
Title of Class of Securities: Class B Common Stock
CUSIP Number: 210795308
Date of Event Which Requires Filing of this Statement: 8/31/2009
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed.
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and
for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed
to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No.: 210795308
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Capital Management LLC
EIN #75-3019302
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
18,778,969**
6. SHARED VOTING POWER
263,800
7. SOLE DISPOSITIVE POWER
18,778,969**
8. SHARED DISPOSITIVE POWER
263,800
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,042,769**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.8%**
12. TYPE OF REPORTING PERSON
IA, HC
** See Item 4 of this filing
CUSIP No.: 210795308
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Overseas Fund
84-1258455
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
11,918,010**
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
11,918,010**
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,918,010**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.6%**
12. TYPE OF REPORTING PERSON
IV
** See Item 4 of this filing
Item 1.
(a). Name of Issuer: Continental Airlines, Inc. ("Continental")
(b). Address of Issuer's Principal Executive Offices:
1600 Smith Street, 3303D Dept HQSEO
Houston, TX 77002
Item 2.
(a).-(c). Name, Principal Business Address, and Citizenship of
Persons
Filing:
(1) Janus Capital Management LLC ("Janus Capital")
151 Detroit Street
Denver, Colorado 80206
Citizenship: Delaware
(2) Janus Overseas Fund
151 Detroit Street
Denver, Colorado 80206
Citizenship: Massachusetts
(d). Title of Class of Securities: Class B Common Stock
(e). CUSIP Number: 210795308
Item 3.
This statement is filed pursuant to Rule 13d-1 (b) or 13d-2(b) and
the person filing, Janus Capital, is an investment adviser in
accordance with Section 240.13d-1(b)(ii)(E) as well as a parent
holding company/control person in accordance with Section 240.13d-
1(b)(ii)(G). See Item 4 for additional information.
Janus Overseas Fund is an Investment Company registered under
Section 8 of the Investment Company Act of 1940.
Item 4. Ownership
The information in items 1 and 5 through 11 on the cover page(s)
on Schedule 13G
is hereby incorporated by reference.
Janus Capital has a direct 91.5% ownership stake in INTECH
Investment Management ("INTECH") and a direct 77.8% ownership
stake in Perkins Investment Management LLC ("Perkins"). Due to
the above ownership structure, holdings for Janus Capital, Perkins
and INTECH are aggregated for purposes of this filing. Janus
Capital, Perkins and INTECH are registered investment advisers,
each furnishing investment advice to various investment companies
registered under Section 8 of the Investment Company Act of 1940
and to individual and institutional clients (collectively referred
to herein as "Managed Portfolios").
As a result of its role as investment adviser or sub-adviser to
the Managed Portfolios, Janus Capital may be deemed to be the
beneficial owner of 18,778,969 shares or 13.6% of the shares
outstanding of Continental Class B Common Stock held by such
Managed Portfolios. However, Janus Capital does not have the
right to receive any dividends from, or the proceeds from the sale
of, the securities held in the Managed Portfolios and disclaims
any ownership associated with such rights.
As a result of its role as investment adviser or sub-adviser to
the Managed Portfolios, INTECH may be deemed to be the beneficial
owner of 263,800 shares or 0.2% of the shares outstanding of
Continental Class B Common Stock held by such Managed Portfolios.
However, INTECH does not have the right to receive any dividends
from, or the proceeds from the sale of, the securities held in the
Managed Portfolios and disclaims any ownership associated with
such rights.
Janus Overseas Fund is an investment company registered under the
Investment Company Act of 1940 and is one of the Managed
Portfolios to which Janus Capital provides investment advice.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
The Managed Portfolios, set forth in Item 4 above, have the right
to receive all
dividends from, and the proceeds from the sale of, the securities
held in their respective accounts.
The interest of one person, Janus Overseas Fund, an investment
company registered under the Investment Company Act of 1940, in
Continental Class B Common Stock amounted to 11,918,010 shares or
8.6% of the total outstanding Class B Common Stock.
These shares were acquired in the ordinary course of business, and
not with the purpose of changing or influencing control of the
Issuer.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
INTECH is a direct subsidiary of Janus Capital (Janus Capital has
a direct 91.5% ownership stake) and is a registered investment
adviser furnishing investment advice to various investment
companies registered under Section 8 of the Investment Company Act
of 1940 and to individual and institutional clients.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing
or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
JANUS CAPITAL MANAGEMENT LLC
By /s/ David R. Kowalski 9/10/2009
David R. Kowalski, Date
Senior Vice President & CCO
JANUS OVERSEAS FUND
By /s/ David R. Kowalski 9/10/2009
David R. Kowalski, Date
Senior Vice President & CCO
INTECH INVESTMENT MANAGEMENT LLC
By /s/ David R. Kowalski 9/10/2009
David R. Kowalski Date
Vice President
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the
persons named below agree to the joint filing on behalf of each of
them of a Statement on Schedule 13G (including amendments thereto)
with respect to the Class B Common Stock of Continental Airlines,
Inc. and further agree that this Joint Filing Agreement be
included as an Exhibit to such joint filings. In evidence
thereof, the undersigned hereby execute this Agreement as of the
10th day of September, 2009.
JANUS CAPITAL MANAGEMENT LLC
By /s/ David R. Kowalski
David R. Kowalski, Senior Vice President & CCO
JANUS OVERSEAS FUND
By /s/ David R. Kowalski
David R. Kowalski, Senior Vice President & CCO