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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):

April 1, 2004

 

 

 

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.

New Director

On April 1, 2004, we issued a press release announcing the election of Oscar Munoz to our Board of Directors, increasing the size of the Board to eleven directors. The press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Mr. Munoz has been Chief Financial Officer and Executive Vice President of CSX Corporation (a freight transportation company) since May 2003. He served as AT&T Corporation's Chief Financial Officer and Vice President Consumer Services from January 2001 to March 2003. From May 1999 to December 2000, Mr. Munoz served as Senior Vice President of Finance and Administration of Qwest and Vice President and Chief Financial Officer Retail Markets of US West from April 1997 to April 1999. Mr. Munoz is 45 years old.

March Performance

Also on April 1, 2004, we issued a press release announcing our March performance and our estimated consolidated breakeven load factor for April. The press release is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

    1. Exhibits
 

99.1

Press Release announcing new director Oscar Munoz
     
 

99.2

Press Release for March performance

 

 

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.

 

 

April 1, 2004

By /s/ Jennifer L. Vogel      
 

Jennifer L. Vogel
 

Senior Vice President, General Counsel
and Secretary

 

 

EXHIBIT INDEX

99.1

Press Release announcing new director Oscar Munoz
   

99.2

Press Release for March performance

 

 
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 ELECTS OSCAR MUNOZ

TO ITS BOARD OF DIRECTORS

HOUSTON, Apr. 1, 2004 - Continental Airlines (NYSE: CAL) today announced the election of Oscar Munoz, executive vice president and chief financial officer of CSX Corporation, to its board of directors. In addition, Munoz will serve on the board's audit committee.

"We are fortunate to have someone of Oscar's caliber join our board and audit committee," said Gordon Bethune, Continental's chairman and chief executive officer. "His independence, extensive financial experience and demonstrated leadership will benefit Continental and its shareholders."

At CSX Corporation, Munoz, age 45, is responsible for all financial, strategic planning, information technology and real estate activities for one of the largest rail and logistics networks in the United States. His financial duties include management of all accounting, tax and treasury activities for CSX, which operates domestic rail services, as well as intermodal and global container terminal operations through other subsidiaries. Munoz formerly served as chief financial officer and vice president of AT&T Consumer Services, and has previously held key financial positions with Coca Cola Enterprises, the Coca Cola Company and USWest Communications, Inc.

In 2001, Munoz was named one of the "100 Most Influential Hispanics" by Hispanic Business magazine.

Munoz received his BS in Business Administration from the University of Southern California in 1982 and an MBA from Pepperdine University in 1986. He is married with four children and resides in Jacksonville, Florida.

Continental Airlines is the world's seventh-largest airline with more than 2,800 daily departures throughout the Americas, Europe and Asia. For more company information, visit continental.com.

###

News Release

EXHIBIT 99.2

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 REPORTS MARCH 2004

OPERATIONAL PERFORMANCE

HOUSTON, Apr. 1, 2004 - Continental Airlines (NYSE: CAL) today reported a March systemwide mainline load factor of 75.8 percent, 4.2 points above last year's March load factor. In addition, the airline had a March domestic mainline load factor of 74.9 percent, 0.7 points above March 2003, and an international mainline load factor of 77.2 percent, 9.6 points above March 2003.

During the month, Continental recorded a U.S. Department of Transportation on-time arrival rate of 79.9 percent and a systemwide mainline completion factor of 99.7 percent.

In March 2004, Continental flew 5.4 billion mainline revenue passenger miles

(RPMs) and 7.2 billion mainline available seat miles (ASMs) systemwide, resulting in a traffic increase of 10.7 percent and a capacity increase of 4.5 percent as compared to

March 2003. Domestic mainline traffic was 3.2 billion RPMs in March 2004, up 6.3 percent from March 2003, and domestic mainline capacity was 4.3 billion ASMs, up 5.4 percent from March 2003.

Systemwide March 2004 passenger revenue per available seat mile (RASM) is estimated to have increased between 4.5 and 5.5 percent compared to March 2003. For February 2004, RASM decreased 2.5 percent as compared to February 2003.

Continental's regional operations (Continental Express) set a record March load factor of 67.7 percent, 3.5 points above last year's March load factor. Regional

RPMs were 584.9 million and regional ASMs were 863.4 million in March 2004, resulting in a traffic increase of 39.4 percent and a capacity increase of 32.0 percent versus March 2003.

- more -

Continental Airlines is the world's seventh-largest airline with more than 2,400 daily departures throughout the Americas, Europe and Asia. Continental serves 128 domestic and 111 international destinations - more than any other airline in the world - and nearly 200 additional points are served via codeshare partner airlines. With 42,000 mainline employees, the airline has hubs serving New York, Houston, Cleveland and Guam, and carries approximately 51 million passengers per year. FORTUNE ranks Continental one of the 100 Best Companies to Work For in America, an honor it has earned for six consecutive years. FORTUNE also ranks Continental as the top airline in its Most Admired Global Companies in 2004. For more company information, visit continental.com.

This press release 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 materially 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 terrorist attacks, domestic and international economic conditions, the significant cost of aircraft fuel, labor costs, competition, regulatory matters and industry conditions, including the demand for air travel, the airline pricing environment and industry capacity decisions. The company 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 press releas e.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- more -

PRELIMINARY TRAFFIC RESULTS

MARCH

  

2004   

2003   

Change   

REVENUE PASSENGER MILES (000)

    
 

Domestic

3,222,418

3,031,126

6.3  Percent
         
 

International

2,215,785

1,882,174

17.7  Percent
 

Transatlantic

967,929

799,638

21.0  Percent 
 

Latin America

761,223

708,072

7.5  Percent 
 

Pacific

486,633

374,464

30.0  Percent 
         
 

Mainline

5,438,203

4,913,300

10.7  Percent
         
 

Regional

584,882

419,559

39.4  Percent
         

AVAILABLE SEAT MILES (000)

    
 

Domestic

4,304,835

4,083,355

5.4  Percent
         
 

International

2,869,498

2,783,040

3.1  Percent
 

Transatlantic

1,196,607

1,228,267

(2.6) Percent 
 

Latin America

1,044,365

968,197

7.9  Percent 
 

Pacific

628,526

586,576

7.2  Percent 
         
 

Mainline

7,174,333

6,866,395

4.5  Percent
         
 

Regional

863,389

653,881

32.0  Percent
         

PASSENGER LOAD FACTOR

    
 

Domestic

74.9 Percent

74.2 Percent

0.7  Points
         
 

International

77.2 Percent

67.6 Percent

9.6  Points
 

Transatlantic

80.9 Percent 

65.1 Percent 

15.8  Points 
 

Latin America

72.9 Percent 

73.1 Percent 

(0.2) Points 
 

Pacific

77.4 Percent 

63.8 Percent 

13.6  Points 
         
 

Mainline

75.8 Percent

71.6 Percent

4.2  Points
         
 

Regional

67.7 Percent

64.2 Percent

3.5  Points
         

CARGO REVENUE TON MILES (000)

    
 

Total

92,600

86,327

7.3  Percent

 

- more -

 

YEAR-TO-DATE

  

2004   

2003   

Change   

REVENUE PASSENGER MILES (000)

    
 

Domestic

8,658,331

8,059,504

7.4  Percent
         
 

International

6,054,854

5,213,699

16.1  Percent
 

Transatlantic

2,471,256

2,108,921

17.2  Percent 
 

Latin America

2,180,299

1,989,384

9.6  Percent 
 

Pacific

1,403,299

1,115,394

25.8  Percent 
         
 

Mainline

14,713,185

13,273,203

10.8  Percent
         
 

Regional

1,541,546

1,078,388

42.9  Percent
         

AVAILABLE SEAT MILES (000)

    
 

Domestic

12,063,395

11,341,313

6.4  Percent
         
 

International

8,210,865

7,738,075

6.1  Percent
 

Transatlantic

3,353,507

3,231,265

3.8  Percent 
 

Latin America

3,003,169

2,753,196

9.1  Percent 
 

Pacific

1,854,189

1,753,614

5.7  Percent 
         
 

Mainline

20,274,260

19,079,388

6.3  Percent
         
 

Regional

2,401,010

1,767,307

35.9  Percent
         

PASSENGER LOAD FACTOR

    
 

Domestic

71.8 Percent

71.1 Percent

0.7  Points
         
 

International

73.7 Percent

67.4 Percent

6.3  Points
 

Transatlantic

73.7 Percent 

65.3 Percent 

8.4  Points 
 

Latin America

72.6 Percent 

72.3 Percent 

0.3  Points 
 

Pacific

75.7 Percent 

63.6 Percent 

12.1  Points 
         
 

Mainline

72.6 Percent

69.6 Percent

3.0  Points
         
 

Regional

64.2 Percent

61.0 Percent

3.2  Points
         

CARGO REVENUE TON MILES (000)

    
 

Total

250,448

233,574

7.2  Percent

 

- more -

 

PRELIMINARY OPERATIONAL AND FINANCIAL RESULTS

MARCH

  

2004 

2003 

Change  

On-Time Performance1

79.9%

82.7%

(2.8) Points

Completion Factor2

99.7%

99.4%

0.3  Points
         

YEAR-TO-DATE

  

2004 

2003 

Change  

On-Time Performance1

79.9%

82.1%

(2.2) Points

Completion Factor2

99.6%

98.8%

0.8  Points
         

February 2004 consolidated breakeven load factor3&4

82.9  Percent

March 2004 estimated year-over-year RASM change

4.5-5.5 Percent

March 2004 estimated average price per gallon of fuel,

                       excluding fuel taxes

101 Cents

March 2004 estimated consolidated breakeven load factor3&5

77 Percent

March 2004 actual consolidated load factor6

74.9  Percent

April 2004 estimated consolidated breakeven load factor3

78 Percent

Estimated fuel requirement hedged for remainder of 20047

57 Percent
 

YEAR-OVER-YEAR SYSTEM RASM

2003 vs. 2002

2003 vs. 2001

  

February

(0.4) Percent

(11.3) Percent

  

March

(11.7) Percent

(17.4) Percent

  

April

(1.0) Percent

(11.3) Percent

  

May

2.0 Percent

(4.3) Percent

  

June

0.3 Percent

(5.2) Percent

  

July

4.9 Percent

0.7  Percent

  

August

4.4 Percent

1.5 Percent

  

September

5.3 Percent

16.7 Percent

  

October

4.4 Percent

14.1 Percent

  

November

5.5 Percent

3.7 Percent

  

December

1.7 Percent

12.0 Percent

  
 

2004 vs. 2003

2004 vs. 2002

  

January

0.9 Percent

4.5 Percent

  

February

(2.5) Percent

(2.9) Percent

  

March (estimated)

4.5-5.5 Percent

(8.0)-(7.0) Percent

  

1 Department of Transportation Arrivals within 14 minutes

2 System Mileage Completion Percentage

3 Consolidated load factor (including Continental Airlines and Continental Express) needed to break even on a consolidated net income

basis. Actual consolidated breakeven load factor may vary significantly from estimates depending on actual passenger revenue yields,

fuel price and other factors. Month-to-date consolidated load factor information can be found on Continental's website at

continental.com in the Investor Relations-Financial/Traffic Releases section.

4 Charges related to a non-cash charge for the termination of a royalty agreement and an MD-80 aircraft retirement account for 5.4

percentage points.

5 Charge related to MD-80 aircraft retirements account for 1 percentage point.

6 Includes Continental Airlines and Continental Express

7 Continental has currently hedged 80% of its estimated second quarter 2004 fuel requirements and approximately 25% of its

estimated third and fourth quarter 2004 fuel requirements with petroleum call options at a strike price of $40/barrel. An additional

20% of Continental's estimated third and fourth quarter 2004 fuel requirements are hedged with petroleum call options at a strike

price of $32/barrel.

###