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.
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
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.
Attachment A
Continental Airlines' Quarterly Update
2003 Estimated |
||
ASMs |
1st Qtr.(E) |
Full Year(E) |
Domestic |
(4.4)% |
(5)% |
2003 Estimate |
||
Load Factor |
1st Qtr.(E) |
Full Year(E) |
Continental |
70 - 71% |
75 - 76% |
2003 Estimated |
||
Mainline Jet Operating Statistics |
1st Qtr.(E) |
Full Year(E) |
CASM |
4 - 5% |
5 - 6% |
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 |
First Quarter |
95% |
$33.00/Barrel |
2003 |
||
Financial |
1st Qtr.(E) |
Full Year(E) |
Aircraft Rent |
$222 Million |
$895 Million |
Cash Capital Expenditures |
2003 Estimated Amounts |
|
Fleet |
$95 |
Continental Airlines, Inc. Quarterly Tax Computation
Taxes on Consolidated Profit/(Loss) |
Tax Rate of 36.8% |
Debit /(Credit) |
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 |
65.3 |
74.5 |
$3.6 |
Full Year 2003 (Millions)
Year-to-date |
Number of Shares |
||
Earnings Level |
Basic |
Diluted |
Interest Addback |
Over $140 |
65.5 |
74.8 |
$14.2 |
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 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 |