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):

August 29, 2002

 

 

 

CONTINENTAL AIRLINES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

1-10323

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)

 

Item 5. Other Events.

On August 29, 2002, we provided a letter to analysts and other parties presenting information relating to our financial and operational outlook for 2002 and certain operating matters for 2003. The letter is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

       
 

(c) Exhibits

   
       
 

99.1 Letter to Analysts

   
 

   
       
       

 

 

 

 

 

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.

 

 

August 29, 2002

By: /s/ Jennifer L. Vogel                           

 

Jennifer L. Vogel

 

Vice President and General Counsel

 

EXHIBIT INDEX

 

99.1

Letter to Analysts

   

 

 

 

 

 

Exhibit 99.1

Diane Dayhoff
Staff Vice President Finance
1600 Smith Street, HSQII
Houston, Texas 77002

August 29, 2002

 

 

Dear Investors and Analysts:

Last week we announced that we are undertaking some aggressive belt tightening by implementing a series of revenue-generating and cost-saving initiatives. This aggressive belt tightening is necessary as a result of dramatic changes in the marketplace including the continued deterioration of revenue and rising costs, such as fuel, insurance and security. Unfortunately, we do not foresee any near-term material improvement on the revenue side as yields continue to be weak. We are therefore taking action both internally and externally as we work to avoid the fate of several of our peers. The cost guidance given in this update incorporates the anticipated benefits of these measures (Attachment A).

We will remove additional MD-80 aircraft from our schedule by the end of 2003. Attached is an updated Fleet Plan (Attachment B). For full year 2003, we are forecasting year-over-year mainline domestic jet capacity to be down 4% and international capacity to be up 4% resulting in a mainline system capacity reduction of about 1% (a reduction of almost 8% versus the year 2000).

We also announced our new agreement with Delta Air Lines and Northwest Airlines to include, among other things, code-sharing and frequent flyer program reciprocity. These enhanced relationships will enable us to build on the benefits we have received through our alliance with Northwest. The effectiveness of the agreement is subject to numerous conditions, and Continental cannot predict if or when such conditions will be met.

Additional information regarding Continental (recent press releases and investor presentations) can be found on our website at continental.com/corporate. If you should have any questions regarding this information, please do not hesitate to contact us.

 

Sincerely,

Diane Dayhoff

 

 

 

This letter contains forward-looking statements that are not limited to historical facts, but reflect our 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 our 2001 10-K and our other securities filings, which identify important matters such as 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.

Date

Attachment A

Page 1 of 2

Continental Airlines' Quarterly Update

 

2002 Estimated

Year-over-Year Percentage Change

ASMs

3rd Qtr.(E)

4th Qtr.(E)

Full Year(E)

Domestic
Latin America
Europe
Pacific
System

Continental Express

(7)%
(1)%
4%
(8)%
(5)%

15%

6%
5%
11%
21%
8%

26%

(6.5)%
(2.0)%
(2.5)%
(4.5)%
(5.0)%

15.5%

 

2002 Estimate

Load Factor

3rd Qtr.(E)

4th Qtr.(E)

Full Year(E)

Continental
Continental Express

76 - 77%
65 - 66%

72 - 73%
62 - 63%

74 - 75%
63 - 64%

 

                  2002 Estimated Year-over-Year Change

Jet Operating Statistics

3rd Qtr.(E)

4th Qtr.(E)

Full Year(E)

CASM
CASM Holding Fuel Price Constant
Fuel Gallons Consumed

Fuel Price (excluding fuel taxes)

(3) - (2)%
(2) - (1)%
(10) - (9)%

71 - 73 cents

(2) - (1)%
(3) - (2)%
6 - 7%

73 - 76 cents

(3) - (2)%
(1) - 0%
(10) - (9)%

68 - 71 cents

 

 

2002 Estimated Amounts

Financial

3rd Qtr.(E)

4th Qtr.(E)

Full Year(E)

Aircraft Rent
Net Interest Expense
Dividends on Preferred Stock of Trust

$230 Million 
$78 Million 
$2.4 Million

$230 Million 
$80 Million 
$2.4 Million

$919 Million  
$300 Million   
$9.6 Million

 

Fuel Hedges 2002

% of Volume Hedged

Wtd. Average
Strike Price of Caps

Third Quarter
Fourth Quarter

Full Year (Average 3Q - 4Q)

50%
50%

50%

$26.50/Barrel
$26.50/Barrel


Cash Capital Expenditures

2002 Estimated Amounts

Fleet (net of purchase deposits)

Non-Fleet

$135

$140

Million

Million

 

Attachment A

Page 2 of 2

EPS Estimated Share Count

Share count estimates for calculating basic and diluted earnings per share at different income levels for third quarter, fourth quarter and full year 2002 are as follows:

Third Quarter 2002 (Millions)

Quarterly

Number of Shares

 

Earnings Level

Basic

Diluted

Interest Addback

Over $35.0

Between $18.5 - $35.0

Under $18.5

64.3

64.3

64.3

73.5

69.3

64.3

$3.6

$1.4

--

Fourth Quarter 2002 (Millions)

Quarterly

Number of Shares

 

Earnings Level

Basic

Diluted

Interest Addback

Over $35.4

Between $18.8 - $35.4

Under $18.8

64.8

64.8

64.8

73.9

69.8

64.8

$3.6

$1.4

--

Full Year 2002 (Millions)

Year-to-date

Number of Shares

 

Earnings Level

Basic

Diluted

Interest Addback

Over $136.8
Between $72.5 - $136.8

Under $72.5

64.1
64.1
64.1

73.3
69.1
64.1

$14.2

$5.7
- --

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.

              Attachment B
Continental Airlines In-Service Jet Fleet Plan
Includes Continental, Continental Micronesia and Continental Express Regional Jets
  August 29, 2002  
               
      Increase/     Increase/  
  Total @   (Decrease) Total @   (Decrease) Total @
Jet 6/30/02   2002E YE 2002E   2003E YE 2003E
777-200 18   - 18   - 18
767-400ER 16   - 16   - 16
767-200ER 10   - 10   - 10
757-300 4   - 4   - 4
757-200 41   - 41   - 41
737-900 12   - 12   - 12
737-800 77   - 77   4 81
MD-80 35   (6) 29   (3) 26
737-700 36   - 36   - 36
737-300 59   (1) 58   (8) 50
737-500 66   (1) 65   (2) 63
Total Jet 374   (8) 366   (9) 357
               
Regional Jet              
ERJ-145XR -   18 18   48 66
ERJ-145 128   12 140   - 140
ERJ-135 30   - 30   - 30
Total Regional Jet 158   30 188   48 236
               
Total              
Jet 374   (8) 366   (9) 357
Regional Jet 158   30 188   48 236
Total YE Jet Count 532   22 554   39 593