DAL Delta Air Lines Inc

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): September 12, 2024

 

DELTA AIR LINES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-05424		58-0218548
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

P.O. Box 20706, Atlanta, Georgia 30320-6001

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (404) 715-2600

 

Registrant’s Web site address: www.delta.com

 

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 (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	DAL	New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 7.01

Regulation FD Disclosure.

 

As previously announced, executives of Delta Air Lines, Inc. (“Delta”) will participate in the Morgan Stanley Laguna Conference on September 12, 2024. In connection with the conference, Delta issued an Investor Update today, which is furnished as Exhibit 99.1 to this Form 8-K.

 

In accordance with general instruction B.2 of Form 8-K, the information in this report (including the exhibit) that is being furnished pursuant to Item 7.01 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

 

Statements made in this Form 8-K (including Exhibit 99.1) that are not historical facts, including statements regarding our estimates, expectations, beliefs, intentions, projections, goals, aspirations, commitments or strategies for the future, should be considered “forward-looking statements” under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements are not guarantees or promised outcomes and should not be construed as such. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections, goals, aspirations, commitments and strategies reflected in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to, the possible effects of serious accidents involving our aircraft or aircraft of our airline partners; breaches or lapses in the security of technology systems we use and rely on, which could compromise the data stored within them, as well as failure to comply with evolving global privacy and security regulatory obligations or adequately address increasing customer focus on privacy issues and data security; disruptions in our information technology infrastructure; our dependence on technology in our operations; increases in the cost of aircraft fuel; extended disruptions in the supply of aircraft fuel, including from Monroe Energy, LLC (“Monroe”), a wholly-owned subsidiary of Delta that operates the Trainer refinery; failure to receive the expected results or returns from our commercial relationships with airlines in other parts of the world and the investments we have in certain of those airlines; the effects of a significant disruption in the operations or performance of third parties on which we rely; failure to comply with the financial and other covenants in our financing agreements; labor issues; the effects on our business of seasonality and other factors beyond our control, such as changes in value in our equity investments, severe weather conditions, natural disasters or other environmental events, including from the impact of climate change; failure or inability of insurance to cover a significant liability at Monroe’s refinery; failure to comply with existing and future environmental regulations to which Monroe’s refinery operations are subject, including costs related to compliance with renewable fuel standard regulations; significant damage to our reputation and brand, including from exposure to significant adverse publicity or inability to achieve certain sustainability goals; our ability to retain senior management and other key employees, and to maintain our company culture; disease outbreaks, such as the COVID-19 pandemic or similar public health threats, and measures implemented to combat them; the effects of terrorist attacks, geopolitical conflict or security events; competitive conditions in the airline industry; extended interruptions or disruptions in service at major airports at which we operate or significant problems associated with types of aircraft or engines we operate; the effects of extensive government regulation we are subject to; the impact of environmental regulation, including but not limited to regulation of hazardous substances, increased regulation to reduce emissions and other risks associated with climate change, and the cost of compliance with more stringent environmental regulations; and unfavorable economic or political conditions in the markets in which we operate or volatility in currency exchange rates.

 

Additional information concerning risks and uncertainties that could cause differences between actual results and forward-looking statements is contained in our Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Caution should be taken not to place undue reliance on our forward-looking statements, which represent our views only as of the date of this Form 8-K, and which we undertake no obligation to update except to the extent required by law.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit 99.1

Investor Update

 

Exhibit 104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

 

 

 

 

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.

 

 

	DELTA AIR LINES, INC.
	By:	/s/ Daniel C. Janki
		Daniel C. Janki
		Executive Vice President & Chief Financial Officer

Date: September 12, 2024

 

 

 

 

 

 

 

Exhibit 99.1

 

• Delivering industry - leading operational performance across key metrics, with #1 position versus network peers on completion factor and on - time performance year - to - date 1 • With continued strength in travel demand and moderating industry supply growth, Delta’s unit revenue trends are improving through the quarter consistent with expectations • Expect positive unit revenue growth in Domestic and Transatlantic in September month • On August 8 th , Delta disclosed the financial impact of the technology - driven outage, resulting in a 45 - cent impact to September quarter earnings per share. Excluding this, September quarter earnings per share is expected to be at the high - end of initial guidance based on the following drivers of performance: • Capacity and revenue growth is expected to be in - line with initial guidance • Lower market fuel prices expected to result in a realized fuel price per gallon that is slightly below the initial guidance range of $2.60 to $2.80 • Non - fuel unit cost growth is expected to be slightly above initial guidance. Higher weather disruption in July and August puts performance at the high - end of the 1 to 2% outlook, with an additional 0.5 pt impact from the decision to reward employees for their hard work with confirmed flight passes • Non - operating expense is lower than previously expected due to a $70 million gain on the sale of 50% of Delta's stake in CLEAR Secure, Inc. 2 that was disclosed in August • Full year 2024 earnings per share is expected to be at or above the mid point of guidance of $6 to $7, excluding the 45 - cent impact from the IT outage on September quarter earnings per share Commentary September 12, 2024 Note: Information for the September quarters 2024 and 2023 in this investor update are adjusted as described in the reconciliations below. Supplemental Financial Information For September Quarter 2024 (1) FlightStats preliminary data for Delta network system flights and for Delta's network peers (AA, UA), from January 1 - September 10, 2024. On - time is defined as A0 (2) The realized gain on the partial sale of CLEAR is a non - GAAP adjustment to GAAP non - operating income/expense as mark - to - market adjustments have been previously reflected in prior periods (3) Non - GAAP measure (see page 2) 1 Initial Guidance CrowdStrike Impact Current Outlook Up 2% - 4% (2.5pts) Flat - Up 1% Total Revenue 3 YoY Up 5% - 6% (1.5pts) Up ~4% ASMs YoY Up 1% - 2% +3pts Up ~5.5% CASM - Ex 3 YoY

Non - GAAP Financial Measures Delta sometimes uses information ("non - GAAP financial measures") that is derived from the Consolidated Financial Statements, but that is not presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”). Under the U.S. Securities and Exchange Commission rules, non - GAAP financial measures may be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. The tables below show reconciliations of non - GAAP financial measures used in this investor update to the most directly comparable GAAP financial measures. Reconciliations may not calculate due to rounding. Delta is not able to reconcile certain forward looking non - GAAP financial measures used in this investor update without unreasonable effort because the adjusting items such as those used in the reconciliations below will not be known until the end of the indicated future periods and could be significant. Non - GAAP Reconciliations Forward Looking Statements Statements made in this investor update that are not historical facts, including statements regarding our estimates, expectat ion s, beliefs, intentions, projections, goals, aspirations, commitments or strategies for the future, should be considered “forward - looking statements” under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements are not guarantees or promised outcomes and should not be construed as such. All forward - looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections, goals, aspirations, commitments and str ate gies reflected in or suggested by the forward - looking statements. These risks and uncertainties include, but are not limited to, the possible effects of serious accidents involving our aircraft or aircraft of our airline partners; breaches or lapses in the s ecu rity of technology systems we use and rely on, which could compromise the data stored within them, as well as failure to comply with evolving global privacy and security regulatory obligations or adequately address increasing customer focus on privacy issues and data security; disruptions in our information technology infrastructure; our dependence on technology in our operations; increases in the cost of aircraft fuel; extended disruptions in the supply of aircraft fuel, including from Monroe Energy, LL C (“Monroe”), a wholly - owned subsidiary of Delta that operates the Trainer refinery; failure to receive the expected results or returns from our commercial relationships with airlines in other parts of the world and the investments we have in certain of th ose airlines; the effects of a significant disruption in the operations or performance of third parties on which we rely; failure to comply with the financial and other covenants in our financing agreements; labor issues; the effects on our business of seasonality and other factors beyond our control, such as changes in value in our equity investments, severe weather conditions, natural disasters or other environmental events, including from the impact of climate change; failure or inability of insurance to co ver a significant liability at Monroe’s refinery; failure to comply with existing and future environmental regulations to which Mon roe ’s refinery operations are subject, including costs related to compliance with renewable fuel standard regulations; significant damage to our reputation and brand, including from exposure to significant adverse publicity or inability to achieve certain sustainability goals; our ability to retain senior management and other key employees, and to maintain our company culture; disease outbreaks, such as the COVID - 19 pandemic or similar public health threats, and measures implemented to combat them; the effects of terrorist attacks, geopolitical conflict or security events; competitive conditions in the airline indus try ; extended interruptions or disruptions in service at major airports at which we operate or significant problems associated wit h types of aircraft or engines we operate; the effects of extensive government regulation we are subject to; the impact of environmental regulation, including but not limited to regulation of hazardous substances, increased regulation to reduce emissions and other risks associated with climate change, and the cost of compliance with more stringent environmental regulations; and unfavorable economic or political conditions in the markets in which we operate or volatility in currency exchange rates. Additional information concerning risks and uncertainties that could cause differences between actual results and forward - lookin g statements is contained in our Securities and Exchange Commission filings, including our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023. Caution should be taken not to place undue reliance on our forward - looking statements, which represent our views only as of the date of this investor update, and which we undertake no obligation to update except to the extent required by law. 2

3 Adjustments. The following reconciliations include certain adjustments to GAAP measures that are made to provide comparability between the reported periods, if applicable, and for the reasons indicated below: Third - party refinery sales. Refinery sales to third parties, and related expenses, are not related to our airline segment. Excluding these sales therefore provides a more meaningful comparison of our airline operations to the rest of the airline industry. MTM adjustments and settlements on hedges. Mark - to - market ("MTM") adjustments are defined as fair value changes recorded in periods other than the settlement period. Such fair value changes are not necessarily indicative of the actual settlement value of the underlying hedge in the contract settlement period, and therefore we remove this impact to allow investors to better understand and analyze our core performance. Settlements represent cash received or paid on hedge contracts settled during the applicable period. Aircraft fuel and related taxes. The volatility in fuel prices impacts the comparability of year - over - year financial performance. The adjustment for aircraft fuel and related taxes allows investors to better understand and analyze our non - fuel costs and year - over - year financial performance. Profit sharing. We adjust for profit sharing because this adjustment allows investors to better understand and analyze our recurring cost performance and provides a more meaningful comparison of our core operating costs to the airline industry. Total Revenue, adjusted (in billions) September 30, 2023 Total revenue $ ~15.75 - 15.90 15.49$ Third-party refinery sales ~(1.20) (0.94) Total revenue, adjusted $ ~14.55 - 14.70 14.55$ (Projected) September 30, 2024 Three Months Ended Adjusted for: Three Months Ended (Projected) September 30, 2024 Average fuel price per gallon $ < 2.55 MTM adjustments and settlements on hedges ~0.05 $ < 2.60 Adjusted for: Average fuel price per gallon, adjusted Average fuel price per gallon, adjusted Non-Fuel Unit Cost or Cost per Available Seat Mile, adjusted ("CASM-Ex") (Projected) (in cents) September 30, 2024 CASM ~18.90 18.44 Adjusted for: Third-party refinery sales ~(1.60) (1.28) Aircraft fuel and related taxes ~(3.60) (4.01) Profit sharing ~(0.40) (0.57) CASM-Ex ~13.30 12.59 September 30, 2023 Three Months Ended

v3.24.2.u1

Cover	Sep. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 12, 2024
Entity File Number	001-05424
Entity Registrant Name	DELTA AIR LINES, INC.
Entity Central Index Key	0000027904
Entity Tax Identification Number	58-0218548
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	P.O. Box 20706
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30320-6001
City Area Code	(404)
Local Phone Number	715-2600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	DAL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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