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):

March 4, 2003

 

 

 

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 March 4, 2003, we provided a letter to investors and analysts presenting information relating to our financial and operational outlook for the first quarter and full year 2003. The letter is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 7. Financial Statements and Exhibits.

    1. Exhibits

      1. Letter to Investors and 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.

 

 

March 4, 2003

By /s/ Jennifer L. Vogel                           

 

Jennifer L. Vogel

 

Vice President and General Counsel

 

 

EXHIBIT INDEX

 

99.1

Letter to Investors and Analysts

 

 

 

EXHIBIT 99.1

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

March 4, 2003

 

 

Dear Investors and Analysts:

Attached are updated current expectations for several operating and financial statistics for first quarter and full year 2003 (Attachment A). There are many uncertainties facing our industry and we continue to experience demand weakness throughout our system. In addition, year-over-year comparisons for March and April will be skewed by the Easter holiday occurring in late April this year versus late March last year.

Transatlantic bookings are looking weak in March, mainly due to concerns about a conflict with Iraq as well as the shift of Easter. We anticipate that our March transatlantic load factor will be down about 15 points year-over-year. April forward bookings are currently showing some softness as well. March and April forward bookings for the pacific region are also weak. While domestic demand continues to be softer than we'd hoped, it is expected that combined March/April domestic load factor year-over-year will be flat.

Operations in February were impacted by several storms in the Northeast and Midwest. We estimate that the financial impact from these storms is approximately $10 - $15 million on a pre-tax basis. These storms and related flight cancellations are the driver behind our change in capacity for the first quarter (up 0.8% y-o-y vs. previous forecast of up 2.0% y-o-y.)

In February we announced that we are deferring some deliveries of Embraer regional jet aircraft. An updated Continental fleet plan reflecting these deferrals through 2004 is attached (Attachment B).

For other information regarding Continental Airlines, please visit our website at continental.com. If you 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 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 2002 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 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. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this le tter.

Date

Attachment A

Continental Airlines' Quarterly Update

 

 

2003 Estimated
Year-over-Year %Change

ASMs

1st Qtr.(E)

Full Year(E)

Domestic
Latin America
Transatlantic
Pacific
Total Mainline System

Continental Express

(4.4)%
3.1%
15.4%
9.3%
0.8%

25.0%

(5)%
2%
7%
5%
(1)%

29%

 

 

2003 Estimate

Load Factor

1st Qtr.(E)

Full Year(E)

Continental
Continental Express

70 - 71%
61 - 62%

75 - 76%
64 - 65%

 

 

2003 Estimated
Year-over-Year % Change

Mainline Jet Operating Statistics

1st Qtr.(E)

Full Year(E)

CASM
CASM Holding Fuel Price Constant
Fuel Gallons Consumed

4 - 5%
(1) - 0%
0 - 1%

5 - 6%
3 - 4%
(1) - 0%

 

2003 Estimated

 

1st Qtr.(E)

Full Year(E)

Fuel Price (excluding fuel taxes)

95 - 97 cents

88 - 93 cents

 

Fuel Hedges

% of Volume Hedged

Wtd. Average
Strike Price of Caps

First Quarter
Second Quarter
Full Year Average

95%
15%
20%

$33.00/Barrel
$35.00/Barrel
$33.35/Barrel

 

2003
Estimated Amounts

Financial

1st Qtr.(E)

Full Year(E)

Aircraft Rent
Landing Fees & Other Rentals
Depreciation & Amortization
Net Interest Expense
Dividends on Preferred Stock of Trust

$222 Million
$156 Million
$115 Million
$80 Million
$2.4 Million

$895 Million
$680 Million
  $460 Million
$315 Million
$9.6 Million

 

 

 

 

 

 

Cash Capital Expenditures

2003 Estimated Amounts
($Millions)

Fleet
Non-Fleet
Rotable Parts & Capitalized Interest
Total
Net Purchase Deposits

$95
120
100
$315
(10)
$305

 

Continental Airlines, Inc. Quarterly Tax Computation

Taxes on Consolidated Profit/(Loss)
Tax Related to XJT Minority Interest
Permanent Tax Differences
Total Tax

Tax Rate of 36.8%
XJT NI x Ownership 53% x 36.8%
$ 3 Million
Sum of the Above

Debit /(Credit)
Debit
Debit

Permanent tax differences are related to non-deductible per diems, meals and entertainment.

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

First Quarter 2003 (Millions)

Quarterly

Number of Shares

 

Earnings Level

Basic

Diluted

Interest Addback

Over $36
Between $19 - $36
Under $19

65.3
65.3
65.3

74.5
70.3
65.3

$3.6
$1.4
- --

Full Year 2003 (Millions)

Year-to-date

Number of Shares

 

Earnings Level

Basic

Diluted

Interest Addback

Over $140
Between $75 - $140
Under $75

65.5
65.5
65.5

74.8
70.6
65.6

$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.

Continental Airlines Flexible Fleet Plan

Attachment B

Continental Airlines Flexible Fleet Plan

Includes Continental, Continental Micronesia and Continental Express

March 4, 2003

Current Fleet Plan

(Firm Commitments Less Planned Retirements)

 

Total

Net Inductions and Exits

Total

Jet

YE 2002

2003E

2004E

YE 2004E

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

4

41

12

77

29

36

58

65

-

-

-

-

-

-

4

(6)

-

(8)

(2)

-

-

-

6

-

-

12

(14)

-

-

-

18

16

10

10

41

12

93

9

36

50

63

Total

366

(12)

4

358

         

Regional Jet

       

ERJ-145XR

ERJ-145

ERJ-135

18

140

30

36

-

-

21

-

-

75

140

30

Total

188

36

21

245

         

Total YE Count

554

24

25

603

Firm Commitments Less Planned Retirements and Other Lease Expirations

 

Total

Net Inductions and Exits

Total

Jet

YE 2002

2003E

2004E

YE 2004E

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

4

41

12

77

29

36

58

65

-

-

-

-

-

-

4

(6)

-

(14)

(2)

-

-

-

6

-

-

7

(14)

5

(12)

-

18

16

10

10

41

12

88

9

41

32

63

Total

366

(18)

(8)

340

         

Regional Jet

       

ERJ-145XR

ERJ-145

ERJ-135

18

140

30

36

-

-

21

-

-

75

140

30

Total

188

36

21

245

         

Total YE Count

554

18

13

585