8-K

                      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): January 22, 2001


                            FRONTIER AIRLINES, INC
- --------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)


       Colorado              0-24126           84-1256945
       --------              -------           ----------
   (State or other         (Commission        (I.R.S. Employer
     jurisdiction          File Number)       Identification No.)
   of incorporation)



       12015 E. 46th Avenue, Denver, CO          80239
   ------------------------------------          -----
   (Address of principal executive offices)     (zip code)


Registrant's telephone number, including area code: (303) 371-7400
                                                    --------------


                                Not Applicable
                                --------------
         (Former name or former address, if changed since last report)




ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial statements of businesses acquired.

     Not applicable.

(b)  Pro forma financial information.

     Not applicable.

(c)  Exhibits.

     99.1   Frontier Airlines Fleet Transition Discussion.

 ITEM 9.  REGULATION FD DISCLOSURE

     Representatives  from Frontier Airlines may discuss with analysts and other
interested  parties the information  attached to this Current Report on Form 8-K
as Exhibit 99.1.


                                    SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            FRONTIER AIRLINES, INC.



Date: January 22, 2001           By:/s/  Arthur T. Voss
                                 ----------------------
                                 Arthur T. Voss, Vice President





EX-99
2
0002.txt
FLEET TRANSITION DISCUSSION




                                                                    EXHIBIT 99.1


FRONTIER AIRLINES FLEET TRANSITION DISCUSSION

Frontier  Airlines,  Inc.  has  embarked  upon a program to replace its existing
fleet of Boeing  737-200  and  737-300  aircraft  with new Airbus  A318 and A319
aircraft.  The  decision  to  change  fleet  types  was made  for many  reasons,
including the  availability of updated  technology,  operational  advantages and
cabin comfort  (wider cabin,  wider seats with added  amenities,  more legroom).
This report will summarize what we believe to be the significant operational and
financial ramifications of the Airbus transition.

Our  existing  fleet  consists of 18 Boeing  737-300  aircraft  and seven Boeing
737-200 aircraft. These aircraft are subject to operating leases with expiration
dates ranging from April 2002 to May 2006.  Exiting these aircraft  according to
our planned  Airbus  delivery  schedule may require us to extend some leases and
negotiate  shorter  terms or subleases on others.  While we believe we have some
flexibility under current leases, the analysis that follows does not include any
additional  expense we would  incur if we are unable to  redeliver  or  sublease
these aircraft upon favorable terms before their current lease expirations.

In March 2000 we entered into an agreement (subsequently amended) to purchase 12
Airbus A318 and A319 aircraft with delivery dates between May 2001 and September
2004. The agreement also includes  options to purchase nine additional  aircraft
with delivery dates in 2003,  2004 and 2005 and  additional  options to purchase
eight more aircraft without  currently  assigned delivery dates. As a complement
to this  purchase,  in April and May 2000,  we entered into lease  agreements to
lease 15 new Airbus A319s and one new Airbus A318 with  delivery  dates  between
June 2001 and October 2004.

During the fiscal year ending  March 31,  2002,  we will take  delivery of three
purchased Airbus A319s (May, August and September) and three leased A319s (June,
September  and February  2002).  As we do not  anticipate  returning  any of the
Boeing aircraft to the lessors during fiscal year ending March 31, 2002, all six
Airbus aircraft  should provide growth in the capacity of our system.  We expect
our March 31, 2002 fiscal  year-over-year  growth in available seat miles (ASMs)
to be in excess of 22%, and we anticipate this growth will be a result of adding
frequencies  to  existing   markets,   as  well  as  beginning  service  to  new
destinations.

Incident to our  transition  in fleet type, we will incur costs in excess of our
normal operations.  Additional  pilots,  mechanics and flight attendants will be
necessary while we train employees in the  operational  differences  between the
Boeing fleet and the Airbus  fleet.  Simulator  time for pilot  training will be
provided by Airbus,  at its expense,  and accounting rules require that we treat
this as a non-cash expense and reduce the capitalized value of the aircraft.  We
will incur travel  expenses and other training costs as we send our employees to
training in Miami,  Florida,  and other  locations.  A dedicated team of project
managers  has been in place  since  April  2000 and will  continue  through  the
transition.  Other  employees  join the  effort  on a  part-time  basis.  We are
incurring costs of complying with Federal  Aviation  Administration  regulations
for  certification  of the new fleet type and expect those costs to continue and
to include  proving runs for the first  Airbus  aircraft  delivered.  We will be
establishing  an inventory of spare parts over and above our existing  inventory
of  Boeing  parts  and will  incur  the  interest  and  warehouse  space  rental
associated with that inventory.

We began  incurring  some of these fleet  transition  costs  during  fiscal year
ending March 31, 2001, including over $500,000 in expected costs for the quarter
ending March 31, 2001.  We expect these costs to  accelerate  as we approach the
first Airbus delivery in May 2001. We have previously estimated that these costs
would approach $6,000,000 per year over the next two fiscal years. After further
negotiations  and  planning,  we estimate that we have been able to reduce those
expected  costs to  approximately  $4,500,000  per year over the next two fiscal
years.  These costs remain  subject to change as a result of changes in delivery
schedules, personnel needs and training costs, as well as other factors.

The operational  benefits of the Airbus fleet will begin to impact our financial
results as the new aircraft enter  scheduled  service.  We expect that the first
two A319s will enter service in June 2001.  Based on data provided by the Airbus
manufacturer,  we expect the A319 to be 11% more fuel efficient than our current
fleet.  Using $1.00 per gallon  into-plane  fuel cost, the cost savings would be
approximately $27,000 per month, per aircraft.

We expect that maintenance costs on the new aircraft will be considerably  lower
than for mature  aircraft.  Aircraft  parts that require  replacement  are often
covered by  warranties.  Additionally,  we will not  encounter any of the annual
heavy maintenance  checks on Airbus aircraft during the fiscal year ending March
31,  2002.  We will begin to perform  maintenance  checks  during the  following
fiscal  year and we expect the first  four years of checks to be less  expensive
than the checks that we are  currently  performing  on our older fleet of Boeing
aircraft.  It is difficult to predict the dollar value of savings in maintenance
as it is influenced by a number of factors, but we estimate that the maintenance
savings  may be in  excess  of  $50,000  per  month,  per  aircraft  during  the
aircraft's  first  year of  service  and in excess of  $35,000  per  month,  per
aircraft during the second year.

We pay  maintenance  reserves to lessors on our current fleet to cover long-term
maintenance  events on the  airframe,  engines  and  landing  gear.  We will pay
reserves  to  lessors  under the  Airbus  leases at lower  rates  than under our
current  Boeing  leases.  We will also  accumulate  maintenance  reserves  as an
accrued  liability for our purchased  aircraft based on the expected cost of the
future  maintenance  event  divided by the expected  hours of usage prior to the
maintenance  event. We estimate that the difference between the reserve accruals
of the  Boeing  fleet and the  Airbus  fleet  will  result in a cost  savings of
approximately $35,000 per month, per aircraft.

The reserves on purchased  aircraft also provide a cash flow  advantage over our
current leased fleet. The monthly accrual (estimated to be approximately $60,000
per month,  per aircraft) is a non-cash  expense  until we actually  perform the
various  maintenance  events,  which we expect to occur  between  years five and
fifteen of operation.  The reserves on leased Airbus  aircraft are less than the
reserves on our leased  Boeing  aircraft and are capped at a level that we would
expect to reach near the end of the third year of operation.  At that point,  we
would  continue  to accrue  reserves as a non-cash  expense and we would  expect
similar cash flow benefits would occur as with purchased aircraft.

The above operational savings are offset by increased costs for landing fees and
higher  ownership  costs.  We estimate  that landing fees will be  approximately
$10,000 per month,  per  aircraft  higher for the  heavier  Airbus A319 than the
current  Boeing  fleet.  Monthly  rentals and  anticipated  ownership  costs per
aircraft  (depreciation  and  interest)  are  expected  to be $30,000  per month
greater for the A319 than for the current  Boeing fleet.  We believe that owning
our  aircraft  will  create tax  savings as aircraft  are  depreciated  using an
accelerated  method over seven years for tax  purposes  while using an estimated
30-year  life for book  purposes.  Deferred tax expense is accrued as a non-cash
expense on the difference between the two methods of depreciation.

The aggregate  impact in the net savings of the new fleet  (excluding  cash flow
benefits) is expected to approximate one half of the expected  transition  costs
in the fiscal year ending March 31, 2002 and to be nearly double the  transition
costs in the  following  fiscal year.  The  transition  costs are expected to be
higher during the early part of the  transition and the savings of the new fleet
will  accelerate  as we take  delivery of the Airbus  aircraft.  The table below
summarizes  our  expected  quarterly  fleet  transition  costs  and  operational
benefits  for the quarter  ending  March 31, 2001 and during the  following  two
fiscal years:

Quarter Ending    New Fleet Savings         Transition Costs         Net Impact
March 31, 2001                                  $ 530,000            $ (530,000)
June 30, 2001              $  20,000            1,690,000            (1,670,000)
September 30, 2001           450,000            1,210,000              (760,000)
December 31, 2001          1,150,000              460,000               690,000
March 31, 2002             1,200,000              960,000               240,000
June 30, 2002              1,460,000            1,010,000               450,000
September 30, 2002         1,840,000            1,280,000               560,000
December 31, 2002          2,320,000            1,100,000             1,220,000
March 31, 2003             2,950,000              790,000             2,160,000

As noted above, these
estimated costs and savings remain subject to change as a result of timing of
and ease with which we are able to exit the Boeing aircraft, changes in delivery
schedules and personnel needs and training costs, as well as other factors,
which may not be within our control.






Safe Harbor Statement

The foregoing discussion includes certain forward-looking  statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements  are  inherently  subject  to risks,  uncertainties  and  changes  in
circumstances,  including  changes in  economic,  business,  competitive  and/or
regulatory factors,  many of which cannot be predicted with accuracy and some of
which might not even be anticipated. Future events and actual results, financial
and otherwise,  could differ  materially from those set forth in or contemplated
by the forward-looking  statements.  These risks and uncertainties  include, but
are not limited to, those discussed in “Risk Factors” in our Form 10-K
for the year ended March 31, 2000 and other Company  filings with the Securities
and Exchange Commission.

Frontier Airlines, Inc. is under no obligation, and expressly disclaims any
obligation, to update or alter its forward-looking statements whether as a
result of new information, future events or otherwise.

EX-99

EXHIBIT 99.1 FRONTIER AIRLINES FLEET TRANSITION DISCUSSION Frontier Airlines, Inc. has embarked upon a program to replace its existing fleet of Boeing 737-200 and 737-300 aircraft with new Airbus A318 and A319 aircraft. The decision to change fleet types was made for many reasons, including the availability of updated technology, operational advantages and cabin comfort (wider cabin, wider seats with added amenities, more legroom). This report will summarize what we believe to be the significant operational and financial ramifications of the Airbus transition. Our existing fleet consists of 18 Boeing 737-300 aircraft and seven Boeing 737-200 aircraft. These aircraft are subject to operating leases with expiration dates ranging from April 2002 to May 2006. Exiting these aircraft according to our planned Airbus delivery schedule may require us to extend some leases and negotiate shorter terms or subleases on others. While we believe we have some flexibility under current leases, the analysis that follows does not include any additional expense we would incur if we are unable to redeliver or sublease these aircraft upon favorable terms before their current lease expirations. In March 2000 we entered into an agreement (subsequently amended) to purchase 12 Airbus A318 and A319 aircraft with delivery dates between May 2001 and September 2004. The agreement also includes options to purchase nine additional aircraft with delivery dates in 2003, 2004 and 2005 and additional options to purchase eight more aircraft without currently assigned delivery dates. As a complement to this purchase, in April and May 2000, we entered into lease agreements to lease 15 new Airbus A319s and one new Airbus A318 with delivery dates between June 2001 and October 2004. During the fiscal year ending March 31, 2002, we will take delivery of three purchased Airbus A319s (May, August and September) and three leased A319s (June, September and February 2002). As we do not anticipate returning any of the Boeing aircraft to the lessors during fiscal year ending March 31, 2002, all six Airbus aircraft should provide growth in the capacity of our system. We expect our March 31, 2002 fiscal year-over-year growth in available seat miles (ASMs) to be in excess of 22%, and we anticipate this growth will be a result of adding frequencies to existing markets, as well as beginning service to new destinations. Incident to our transition in fleet type, we will incur costs in excess of our normal operations. Additional pilots, mechanics and flight attendants will be necessary while we train employees in the operational differences between the Boeing fleet and the Airbus fleet. Simulator time for pilot training will be provided by Airbus, at its expense, and accounting rules require that we treat this as a non-cash expense and reduce the capitalized value of the aircraft. We will incur travel expenses and other training costs as we send our employees to training in Miami, Florida, and other locations. A dedicated team of project managers has been in place since April 2000 and will continue through the transition. Other employees join the effort on a part-time basis. We are incurring costs of complying with Federal Aviation Administration regulations for certification of the new fleet type and expect those costs to continue and to include proving runs for the first Airbus aircraft delivered. We will be establishing an inventory of spare parts over and above our existing inventory of Boeing parts and will incur the interest and warehouse space rental associated with that inventory. We began incurring some of these fleet transition costs during fiscal year ending March 31, 2001, including over $500,000 in expected costs for the quarter ending March 31, 2001. We expect these costs to accelerate as we approach the first Airbus delivery in May 2001. We have previously estimated that these costs would approach $6,000,000 per year over the next two fiscal years. After further negotiations and planning, we estimate that we have been able to reduce those expected costs to approximately $4,500,000 per year over the next two fiscal years. These costs remain subject to change as a result of changes in delivery schedules, personnel needs and training costs, as well as other factors. The operational benefits of the Airbus fleet will begin to impact our financial results as the new aircraft enter scheduled service. We expect that the first two A319s will enter service in June 2001. Based on data provided by the Airbus manufacturer, we expect the A319 to be 11% more fuel efficient than our current fleet. Using $1.00 per gallon into-plane fuel cost, the cost savings would be approximately $27,000 per month, per aircraft. We expect that maintenance costs on the new aircraft will be considerably lower than for mature aircraft. Aircraft parts that require replacement are often covered by warranties. Additionally, we will not encounter any of the annual heavy maintenance checks on Airbus aircraft during the fiscal year ending March 31, 2002. We will begin to perform maintenance checks during the following fiscal year and we expect the first four years of checks to be less expensive than the checks that we are currently performing on our older fleet of Boeing aircraft. It is difficult to predict the dollar value of savings in maintenance as it is influenced by a number of factors, but we estimate that the maintenance savings may be in excess of $50,000 per month, per aircraft during the aircraft's first year of service and in excess of $35,000 per month, per aircraft during the second year. We pay maintenance reserves to lessors on our current fleet to cover long-term maintenance events on the airframe, engines and landing gear. We will pay reserves to lessors under the Airbus leases at lower rates than under our current Boeing leases. We will also accumulate maintenance reserves as an accrued liability for our purchased aircraft based on the expected cost of the future maintenance event divided by the expected hours of usage prior to the maintenance event. We estimate that the difference between the reserve accruals of the Boeing fleet and the Airbus fleet will result in a cost savings of approximately $35,000 per month, per aircraft. The reserves on purchased aircraft also provide a cash flow advantage over our current leased fleet. The monthly accrual (estimated to be approximately $60,000 per month, per aircraft) is a non-cash expense until we actually perform the various maintenance events, which we expect to occur between years five and fifteen of operation. The reserves on leased Airbus aircraft are less than the reserves on our leased Boeing aircraft and are capped at a level that we would expect to reach near the end of the third year of operation. At that point, we would continue to accrue reserves as a non-cash expense and we would expect similar cash flow benefits would occur as with purchased aircraft. The above operational savings are offset by increased costs for landing fees and higher ownership costs. We estimate that landing fees will be approximately $10,000 per month, per aircraft higher for the heavier Airbus A319 than the current Boeing fleet. Monthly rentals and anticipated ownership costs per aircraft (depreciation and interest) are expected to be $30,000 per month greater for the A319 than for the current Boeing fleet. We believe that owning our aircraft will create tax savings as aircraft are depreciated using an accelerated method over seven years for tax purposes while using an estimated 30-year life for book purposes. Deferred tax expense is accrued as a non-cash expense on the difference between the two methods of depreciation. The aggregate impact in the net savings of the new fleet (excluding cash flow benefits) is expected to approximate one half of the expected transition costs in the fiscal year ending March 31, 2002 and to be nearly double the transition costs in the following fiscal year. The transition costs are expected to be higher during the early part of the transition and the savings of the new fleet will accelerate as we take delivery of the Airbus aircraft. The table below summarizes our expected quarterly fleet transition costs and operational benefits for the quarter ending March 31, 2001 and during the following two fiscal years:

Quarter Ending    New Fleet Savings         Transition Costs         Net Impact
March 31, 2001                                  $ 530,000            $ (530,000)
June 30, 2001              $  20,000            1,690,000            (1,670,000)
September 30, 2001           450,000            1,210,000              (760,000)
December 31, 2001          1,150,000              460,000               690,000
March 31, 2002             1,200,000              960,000               240,000
June 30, 2002              1,460,000            1,010,000               450,000
September 30, 2002         1,840,000            1,280,000               560,000
December 31, 2002          2,320,000            1,100,000             1,220,000
March 31, 2003             2,950,000              790,000             2,160,000

As noted above, these estimated costs and savings remain subject to change as a result of timing of and ease with which we are able to exit the Boeing aircraft, changes in delivery schedules and personnel needs and training costs, as well as other factors, which may not be within our control. Safe Harbor Statement The foregoing discussion includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently subject to risks, uncertainties and changes in circumstances, including changes in economic, business, competitive and/or regulatory factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, could differ materially from those set forth in or contemplated by the forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed in “Risk Factors” in our Form 10-K for the year ended March 31, 2000 and other Company filings with the Securities and Exchange Commission. Frontier Airlines, Inc. is under no obligation, and expressly disclaims any obligation, to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.