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): December 13, 2007 |
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 |
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(17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
On December 13, 2007, we will provide an update for investors presenting information relating to our financial and operational outlook for the fourth quarter 2007 and other information. The update is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 |
Investor Update |
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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. |
December 12, 2007 |
By /s/ Lori A. Gobillot
Lori A. Gobillot
Staff Vice President and Assistant General Counsel
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EXHIBIT INDEX |
99.1 |
Investor Update |
|
Investor Update |
Issue Date: December 13, 2007 |
Demand throughout all regions remains strong and the pricing environment has been favorable for both leisure and business segments. The Company is comfortable with its forward bookings which are running ahead of last year. The Company continues to take advantage of revenue management opportunities, including taking action to more appropriately segment business and leisure travelers to enhance revenue.
The Company's consolidated load factor for the fourth quarter 2007 is expected to be in line with last year's record fourth quarter load factor on an estimated capacity increase of 4.7%.
Targeted Unrestricted Cash and Short Term Investments Balance
Continental anticipates ending the fourth quarter of 2007 with an unrestricted cash and short-term investments balance of between $2.7and $2.8 billion.
Cargo, Mail, and Other Revenue
Continental estimates Cargo, Mail, and Other Revenue will be between $320 and $330 million for the fourth quarter 2007.
|
2007 Estimate |
|
4th Qtr.(E) |
||
Mainline |
|
|
For the full year 2008, Continental expects to grow its mainline capacity by approximately 2% - 3% year-over-year, with mainline domestic capacity expected to be down slightly year-over-year.
Load Factor |
2007 Estimate |
|
4th Qtr.(E) |
||
Domestic |
82 - 83% |
Continental's month-to-date Consolidated load factor is updated daily and can be found on the Financial and Traffic News Releases page at continental.com in the Investor Relations section under the About Continental menu.
Pension Expense and Contributions
Through December 10, 2007, Continental has contributed a total of $336 million to its qualified defined benefit pension plans, exceeding the minimum funding requirement of $187 million during the calendar year.
Continental estimates its non-cash pension expense will be approximately $183 million for the year, which includes first, second, and third quarter non-cash settlement charges of $5 million, $7 million, and $12 million, respectively, related to lump-sum distributions from the pilot's frozen defined benefit plan. Settlement charges are also expected for the fourth quarter of 2007, but currently cannot be estimated.
Mainline Operating Statistics |
2007 Estimate (cents) |
|
4th Qtr.(E) |
||
CASM |
11.21 - 11.26 |
Consolidated Operating Statistics |
2007 Estimate (cents) |
|
4th Qtr.(E) |
||
CASM |
12.13 - 12.18 |
Profit Sharing
Based on current conditions, the Company's most recently prepared internal forecast for the full year 2007 contains an accrual for profit sharing. There can be no assurance that the Company's forecast will approximate actual results. Generally, the profit sharing program provides for a profit sharing pool for eligible employees of 30% of the first $250 million of annual pre-tax income, 25% of the next $250 million, and 20% thereafter (with certain adjustments to pre-tax income as defined in the profit sharing program). Profit sharing expense is accrued each quarter based on the actual cumulative profits earned year-to-date. For more information regarding this program, please see the Company's 2006 Form 10-K.
Stock Based Compensation
Continental expects to record stock option expense of $4 million for the fourth quarter 2007 and $21 million for the full year 2007.
Continental has granted stock price based restricted stock unit ("RSU") awards and profit based RSU awards (together the "Awards") pursuant to its Long-Term Incentive and RSU Program. Expense for each of these Awards is recognized ratably over the required service period, with changes in the price of the Company's common stock or, in the case of the profit based RSUs Awards, the payment percentage (which is tied to varying levels of cumulative profit sharing), resulting in a corresponding increase or decrease in "Wages, Salaries, and Related Costs" in the Company's consolidated statements of operations. The closing stock price of $28.15 on November 30, 2007 was used in estimating the expense impact of the Awards for the Company's 2007 cost estimates included herein. Based on the Company's current assumptions regarding payment percentages and the cumulative profit sharing targets to be achieved pursuant to the Awards, the Company estimates that a $1 increase or decrease in the price of its common
stock from November 30, 2007 will result in an increase or decrease of approximately $5 million in Wages, Salaries, and Related Costs attributable to the Awards to be recognized in the fourth quarter 2007. For more information regarding these Awards, including performance periods and how the Company accrues for the Awards, please see the Company's 2006 Form 10-K.
Fuel Gallons Consumed |
2007 Estimate |
|
4th Qtr.(E) |
||
Mainline |
382 Million |
|
Fuel Price per Gallon (including fuel taxes and impact of hedges) |
$2.48 |
Fuel Hedges
Selected Expense Amounts |
2007 Estimated Amounts ($Millions) |
|
4th Qtr.(E) |
||
Aircraft Rent |
$249 |
Continental Airlines, Inc. Tax Computation
Cash Capital Expenditures |
2007 Estimate |
||
Fleet Related |
$160 |
Fourth Quarter 2007 (Millions)
Quarterly |
Number of Shares |
||
Earnings Level |
Basic |
Diluted |
Interest Addback (net of profit sharing and income taxes impact) |
Over $77 |
98 |
115 |
$5 |
Full Year 2007 (Millions)
Year-to-date |
Number of Shares |
||
Earnings Level |
Basic |
Diluted |
Interest Addback (net of profit sharing and income taxes impact) |
Over $306 |
97 |
115 |
$19 |
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.
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 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 2006 10-K and its other securities filings, including any amendments thereto, which identify important matters such as the consequences of the Company's significant financial losses and high leverage, the significant cost of aircraft fuel, its high labor and pension costs, service interruptions at one of its hub airports, disruptions in its computer systems, and industry conditions, including the airline pricing environment, industry capacity decisions, industry consolidation, terrorist attacks, regulatory matters, excessive taxat ion, the availability and cost of insurance, public health threats and the seasonal nature of the airline business. 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 update, except as required by applicable law.
Reconciliation of GAAP to Non-GAAP Financial Information
(millions except CASM data)
Mainline |
4th Qtr. Range(E) |
|
Operating Expenses - GAAP |
$ 2,855 |
$ 2,868 |
Special Items |
- |
- |
Operating Expenses Excluding Special |
$ 2,855 |
$ 2,868 |
Aircraft Fuel & Related Taxes |
(947) |
(947) |
Operating Expenses Excluding Special Items and Aircraft Fuel & Related Taxes - Non-GAAP (a) |
$ 1,908 |
$ 1,921 |
ASMs (millions) |
25,460 |
25,460 |
Mainline CASM (cents) |
||
CASM-GAAP |
11.21 |
11.26 |
Special Items |
- |
- |
CASM Excluding Special Items - |
11.21 |
11.26 |
Aircraft Fuel & Related Taxes per ASM |
(3.72) |
(3.72) |
CASM Excluding Special Items and Aircraft Fuel & Related Taxes - Non-GAAP (b) |
7.49 |
7.54 |
Consolidated (Mainline plus Regional) |
4th Qtr. Range(E) |
|
Operating Expenses - GAAP |
$ 3,466 |
$ 3,481 |
Special Items |
- |
- |
Operating Expenses Excluding Special |
$ 3,466 |
$ 3,481 |
Aircraft Fuel & Related Taxes |
(1,138) |
(1,138) |
Operating Expenses Excluding Special Items and Aircraft Fuel & Related Taxes - Non-GAAP (a) |
$ 2,328 |
$ 2,343 |
ASMs (millions) |
28,575 |
28,575 |
Consolidated CASM (cents) |
||
CASM-GAAP |
12.13 |
12.18 |
Special Items |
- |
- |
CASM Excluding Special Items - |
12.13 |
12.18 |
Aircraft Fuel & Related Taxes per ASM |
(3.99) |
(3.99) |
CASM Excluding Special Items and Aircraft Fuel & Related Taxes - Non-GAAP (b) |
8.14 |
8.19 |