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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Large accelerated filer
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þ
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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(Do not check if a smaller reporting company)
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Table of Contents
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Page
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Atlanta, Georgia
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/s/ Ernst & Young LLP
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April 15, 2015
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(in millions, except share data)
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March 31,
2015 |
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December 31,
2014 |
||||
ASSETS
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|||||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
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$
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2,122
|
|
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$
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2,088
|
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Short-term investments
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1,447
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1,217
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|
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Accounts receivable, net of an allowance for uncollectible accounts of $9 and $11 at March 31, 2015 and
December 31, 2014, respectively
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2,057
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2,297
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|
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Hedge margin receivable
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383
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|
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925
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|
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Fuel inventory
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475
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|
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534
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|
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Expendable parts and supplies inventories, net of an allowance for obsolescence of $119 and $127
at March 31, 2015 and December 31, 2014, respectively
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326
|
|
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318
|
|
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Hedge derivatives asset
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1,575
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|
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1,078
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Deferred income taxes, net
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3,091
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3,275
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Prepaid expenses and other
|
790
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|
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733
|
|
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Total current assets
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12,266
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|
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12,465
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Property and Equipment, Net:
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|
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||||
Property and equipment, net of accumulated depreciation and amortization of $9,765 and $9,340
at March 31, 2015 and December 31, 2014, respectively
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22,023
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|
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21,929
|
|
||
Other Assets:
|
|
|
|
||||
Goodwill
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9,794
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|
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9,794
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|
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Identifiable intangibles, net of accumulated amortization of $797 and $793
at March 31, 2015 and December 31, 2014, respectively
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4,599
|
|
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4,603
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|
||
Deferred income taxes, net
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4,051
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|
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4,320
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|
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Other noncurrent assets
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1,019
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|
|
1,010
|
|
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Total other assets
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19,463
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|
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19,727
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|
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Total assets
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$
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53,752
|
|
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$
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54,121
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LIABILITIES AND STOCKHOLDERS' EQUITY
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|||||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term debt and capital leases
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$
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1,261
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$
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1,216
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Air traffic liability
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5,866
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|
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4,296
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|
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Accounts payable
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2,492
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|
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2,622
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|
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Accrued salaries and related benefits
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1,622
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|
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2,266
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Hedge derivatives liability
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2,512
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|
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2,772
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Frequent flyer deferred revenue
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1,575
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1,580
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Other accrued liabilities
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1,991
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2,127
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Total current liabilities
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17,319
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|
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16,879
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|
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Noncurrent Liabilities:
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||||
Long-term debt and capital leases
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8,305
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8,561
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|
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Pension, postretirement and related benefits
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14,170
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15,138
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Frequent flyer deferred revenue
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2,455
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2,602
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Other noncurrent liabilities
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2,457
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|
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2,128
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|
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Total noncurrent liabilities
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27,387
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|
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28,429
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|
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Commitments and Contingencies
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|
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||||
Stockholders' Equity:
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|
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||||
Common stock at $0.0001 par value; 1,500,000,000 shares authorized, 837,176,320
and 845,048,310
shares issued at March 31, 2015 and December 31, 2014, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
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12,578
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|
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12,981
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|
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Retained earnings
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4,127
|
|
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3,456
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|
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Accumulated other comprehensive loss
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(7,294
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)
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(7,311
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)
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Treasury stock, at cost, 20,879,542 and 19,790,077 shares at March 31, 2015 and December 31, 2014, respectively
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(365
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)
|
|
(313
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)
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||
Total stockholders' equity
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9,046
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|
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8,813
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|
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Total liabilities and stockholders' equity
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$
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53,752
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|
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$
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54,121
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|
|
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|
||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Three Months Ended March 31,
|
||||||
(in millions, except per share data)
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2015
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2014
|
||||
Operating Revenue:
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|
||||
Passenger:
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|
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|
||||
Mainline
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$
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6,549
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$
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6,224
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Regional carriers
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1,374
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|
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1,453
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|
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Total passenger revenue
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7,923
|
|
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7,677
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|
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Cargo
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217
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|
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217
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Other
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1,248
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|
|
1,022
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|
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Total operating revenue
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9,388
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|
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8,916
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|
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|
||||
Operating Expense:
|
|
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|
||||
Salaries and related costs
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2,092
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|
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1,969
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|
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Aircraft fuel and related taxes
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1,835
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|
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2,226
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|
||
Regional carrier expense
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1,053
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|
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1,319
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|
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Depreciation and amortization
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470
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442
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Aircraft maintenance materials and outside repairs
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452
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|
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448
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|
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Contracted services
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441
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|
|
427
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|
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Passenger commissions and other selling expenses
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386
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|
|
373
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|
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Landing fees and other rents
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373
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|
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341
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|
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Passenger service
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190
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|
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173
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|
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Profit sharing
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136
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|
|
99
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|
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Aircraft rent
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60
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|
|
51
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Restructuring and other items
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10
|
|
|
49
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|
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Other
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492
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|
|
379
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|
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Total operating expense
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7,990
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|
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8,296
|
|
||
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|
||||
Operating Income
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1,398
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|
|
620
|
|
||
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|
||||
Other Expense:
|
|
|
|
||||
Interest expense, net
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(131
|
)
|
|
(186
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)
|
||
Loss on extinguishment of debt
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—
|
|
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(18
|
)
|
||
Miscellaneous, net
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(81
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)
|
|
(81
|
)
|
||
Total other expense, net
|
(212
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)
|
|
(285
|
)
|
||
|
|
|
|
||||
Income Before Income Taxes
|
1,186
|
|
|
335
|
|
||
|
|
|
|
||||
Income Tax Provision
|
(440
|
)
|
|
(122
|
)
|
||
|
|
|
|
||||
Net Income
|
$
|
746
|
|
|
$
|
213
|
|
|
|
|
|
||||
Basic Earnings Per Share
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$
|
0.91
|
|
|
$
|
0.25
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Diluted Earnings Per Share
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$
|
0.90
|
|
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$
|
0.25
|
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Cash Dividends Declared Per Share
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$
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0.09
|
|
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$
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0.06
|
|
|
|
|
|
||||
Comprehensive Income
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$
|
763
|
|
|
$
|
204
|
|
|
|
|
|
||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
|
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Three Months Ended March 31,
|
||||||
(in millions)
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2015
|
|
2014
|
||||
Net Cash Provided by Operating Activities
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$
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1,636
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$
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951
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|
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|
||||
Cash Flows From Investing Activities:
|
|
|
|
||||
Property and equipment additions:
|
|
|
|
||||
Flight equipment, including advance payments
|
(451
|
)
|
|
(514
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)
|
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Ground property and equipment, including technology
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(135
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)
|
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(100
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)
|
||
Purchase of short-term investments
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(344
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)
|
|
(240
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)
|
||
Redemption of short-term investments
|
115
|
|
|
251
|
|
||
Other, net
|
3
|
|
|
40
|
|
||
Net cash used in investing activities
|
(812
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)
|
|
(563
|
)
|
||
|
|
|
|
||||
Cash Flows From Financing Activities:
|
|
|
|
||||
Payments on long-term debt and capital lease obligations
|
(301
|
)
|
|
(412
|
)
|
||
Repurchase of common stock
|
(425
|
)
|
|
(125
|
)
|
||
Cash dividends
|
(75
|
)
|
|
(51
|
)
|
||
Proceeds from long-term obligations
|
41
|
|
|
59
|
|
||
Other, net
|
(30
|
)
|
|
(4
|
)
|
||
Net cash used in financing activities
|
(790
|
)
|
|
(533
|
)
|
||
|
|
|
|
||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
34
|
|
|
(145
|
)
|
||
Cash and cash equivalents at beginning of period
|
2,088
|
|
|
2,844
|
|
||
Cash and cash equivalents at end of period
|
$
|
2,122
|
|
|
$
|
2,699
|
|
|
|
|
|
||||
Non-Cash Transactions:
|
|
|
|
||||
Flight equipment under capital leases
|
$
|
39
|
|
|
$
|
10
|
|
|
|
|
|
||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
|
(in millions)
|
Airline
|
Refinery
|
|
Intersegment Sales/Other
|
|
Consolidated
|
||||||||
Three Months Ended March 31, 2015
|
|
|
|
|
|
|
||||||||
Operating revenue:
|
$
|
9,314
|
|
$
|
1,140
|
|
|
|
|
$
|
9,388
|
|
||
Sales to airline segment
|
|
|
|
$
|
(233
|
)
|
(1)
|
|
||||||
Exchanged products
|
|
|
|
(782
|
)
|
(2)
|
|
|||||||
Sales of refined products to third parties
|
|
|
|
(51
|
)
|
(3)
|
|
|||||||
Operating income
(4)
|
1,312
|
|
86
|
|
|
—
|
|
|
1,398
|
|
||||
Interest expense, net
|
131
|
|
—
|
|
|
—
|
|
|
131
|
|
||||
Depreciation and amortization
|
463
|
|
7
|
|
|
—
|
|
|
470
|
|
||||
Total assets, end of period
|
52,696
|
|
1,056
|
|
|
—
|
|
|
53,752
|
|
||||
Capital expenditures
|
579
|
|
7
|
|
|
—
|
|
|
586
|
|
||||
Three Months Ended March 31, 2014
|
|
|
|
|
|
|
||||||||
Operating revenue:
|
$
|
8,916
|
|
$
|
1,463
|
|
|
|
|
$
|
8,916
|
|
||
Sales to airline segment
|
|
|
|
$
|
(249
|
)
|
(1)
|
|
||||||
Exchanged products
|
|
|
|
(1,003
|
)
|
(2)
|
|
|||||||
Sales of refined products to third parties
|
|
|
|
(211
|
)
|
(3)
|
|
|||||||
Operating income (loss)
(4)
|
661
|
|
(41
|
)
|
|
—
|
|
|
620
|
|
||||
Interest expense, net
|
186
|
|
—
|
|
|
—
|
|
|
186
|
|
||||
Depreciation and amortization
|
437
|
|
5
|
|
|
—
|
|
|
442
|
|
||||
Total assets, end of period
|
51,016
|
|
1,151
|
|
|
—
|
|
|
52,167
|
|
||||
Capital expenditures
|
592
|
|
22
|
|
|
—
|
|
|
614
|
|
(1)
|
Represents transfers, valued on a market price basis, from the refinery to the airline segment for use in airline operations. We determine market price by reference to the market index for the primary delivery location, which is New York Harbor, for jet fuel from the refinery.
|
(2)
|
Represents value of products delivered under exchange agreements with third parties, as discussed above, determined on a market price basis.
|
(3)
|
Represents sales of refined products to third parties. These sales were at or near cost; accordingly, the margin on these sales is de minimis.
|
(4)
|
Includes the impact of pricing arrangements between the airline segment and refinery segment with respect to the refinery's inventory price risk.
|
(in millions)
|
March 31,
2015 |
Level 1
|
Level 2
|
||||||
Cash equivalents
|
$
|
1,618
|
|
$
|
1,618
|
|
$
|
—
|
|
Short-term investments
|
|
|
|
||||||
U.S. government and agency securities
|
135
|
|
63
|
|
72
|
|
|||
Asset- and mortgage-backed securities
|
395
|
|
—
|
|
395
|
|
|||
Corporate obligations
|
894
|
|
—
|
|
894
|
|
|||
Other fixed income securities
|
23
|
|
—
|
|
23
|
|
|||
Restricted cash equivalents and investments
|
45
|
|
45
|
|
—
|
|
|||
Long-term investments
|
99
|
|
73
|
|
26
|
|
|||
Hedge derivatives, net
|
|
|
|
||||||
Fuel hedge contracts
|
(1,428
|
)
|
(68
|
)
|
(1,360
|
)
|
|||
Interest rate contract
|
(1
|
)
|
—
|
|
(1
|
)
|
|||
Foreign currency exchange contracts
|
96
|
|
—
|
|
96
|
|
(in millions)
|
December 31,
2014 |
Level 1
|
Level 2
|
||||||
Cash equivalents
|
$
|
1,612
|
|
$
|
1,612
|
|
$
|
—
|
|
Short-term investments
|
|
|
|
|
|||||
U.S. government and agency securities
|
59
|
|
—
|
|
59
|
|
|||
Asset- and mortgage-backed securities
|
392
|
|
—
|
|
392
|
|
|||
Corporate obligations
|
749
|
|
—
|
|
749
|
|
|||
Other fixed income securities
|
17
|
|
—
|
|
17
|
|
|||
Restricted cash equivalents and investments
|
37
|
|
37
|
|
—
|
|
|||
Long-term investments
|
118
|
|
90
|
|
28
|
|
|||
Hedge derivatives, net
|
|
|
|
||||||
Fuel hedge contracts
|
(1,848
|
)
|
(167
|
)
|
(1,681
|
)
|
|||
Interest rate contract
|
(7
|
)
|
—
|
|
(7
|
)
|
|||
Foreign currency exchange contracts
|
73
|
|
—
|
|
73
|
|
•
|
Fuel Contracts.
Our fuel hedge portfolio consists of options, swaps and futures. The hedge contracts include crude oil, diesel fuel and jet fuel, as these commodities are highly correlated with the price of jet fuel that we consume. Option contracts are valued under an income approach using option pricing models based on data either readily observable in public markets, derived from public markets or provided by counterparties who regularly trade in public markets. Volatilities used in these valuations ranged from
26%
to
73%
depending on the maturity dates, underlying commodities and strike prices of the option contracts. Swap contracts are valued under an income approach using a discounted cash flow model based on data either readily observable or derived from public markets. Discount rates used in these valuations vary with the maturity dates of the respective contracts and are based on LIBOR. Futures contracts and options on futures contracts are traded on a public exchange and valued based on quoted market prices.
|
•
|
Interest Rate Contract.
Our interest rate derivative is a swap contract, which is valued based on data readily observable in public markets.
|
•
|
Foreign Currency Exchange Contracts.
Our foreign currency derivatives consist of Japanese yen and Canadian dollar forward contracts and are valued based on data readily observable in public markets.
|
(in millions)
|
Available-For-Sale
|
||||
March 31, 2015
|
|
||||
Due in one year or less
|
$
|
299
|
|
||
Due after one year through three years
|
902
|
|
|||
Due after three years through five years
|
162
|
|
|||
Due after five years
|
84
|
|
|||
Total
|
$
|
1,447
|
|
(in millions)
|
Volume
|
Final Maturity Date
|
Hedge Derivatives Asset
|
Other Noncurrent Assets
|
Hedge Derivatives Liability
|
Other Noncurrent Liabilities
|
Hedge Derivatives, net
|
||||||||||||
Designated as hedges
|
|
|
|
|
|
|
|
|
|||||||||||
Interest rate contract (fair value hedge)
|
400
|
|
U.S. dollars
|
August 2022
|
5
|
|
—
|
|
—
|
|
(6
|
)
|
(1
|
)
|
|||||
Foreign currency exchange contracts
|
63,914
|
|
Japanese yen
|
January 2018
|
48
|
|
48
|
|
—
|
|
—
|
|
96
|
|
|||||
506
|
|
Canadian dollars
|
|
|
|
|
|
||||||||||||
Not designated as hedges
|
|
|
|
|
|
|
|
|
|||||||||||
Fuel hedge contracts
|
1,618
|
|
gallons - crude oil, diesel and jet fuel
|
December 2016
|
1,522
|
|
35
|
|
(2,512
|
)
|
(473
|
)
|
(1,428
|
)
|
|||||
Total derivative contracts
|
|
|
$
|
1,575
|
|
$
|
83
|
|
$
|
(2,512
|
)
|
$
|
(479
|
)
|
$
|
(1,333
|
)
|
(in millions)
|
Volume
|
Final Maturity Date
|
Hedge Derivatives Asset
|
Other Noncurrent Assets
|
Hedge Derivatives Liability
|
Other Noncurrent Liabilities
|
Hedge Derivatives, net
|
||||||||||||
Designated as hedges
|
|
|
|
|
|
|
|
|
|||||||||||
Interest rate contract (fair value hedge)
|
416
|
|
U.S. dollars
|
August 2022
|
5
|
|
—
|
|
—
|
|
(12
|
)
|
(7
|
)
|
|||||
Foreign currency exchange contracts
|
77,576
|
|
Japanese yen
|
October 2017
|
25
|
|
49
|
|
(1
|
)
|
—
|
|
73
|
|
|||||
511
|
|
Canadian dollars
|
|||||||||||||||||
Not designated as hedges
|
|
|
|
|
|
|
|
|
|||||||||||
Fuel hedge contracts
|
3,286
|
|
gallons - crude oil, diesel and jet fuel
|
December 2016
|
1,048
|
|
3
|
|
(2,771
|
)
|
(128
|
)
|
(1,848
|
)
|
|||||
Total derivative contracts
|
|
|
$
|
1,078
|
|
$
|
52
|
|
$
|
(2,772
|
)
|
$
|
(140
|
)
|
$
|
(1,782
|
)
|
(in millions)
|
Hedge Derivatives Asset
|
Other Noncurrent Assets
|
Hedge Derivatives Liability
|
Other Noncurrent Liabilities
|
Hedge Derivatives, net
|
||||||||||
March 31, 2015
|
|
|
|
|
|
||||||||||
Net derivative contracts
|
$
|
148
|
|
$
|
48
|
|
$
|
(1,074
|
)
|
$
|
(455
|
)
|
$
|
(1,333
|
)
|
December 31, 2014
|
|
|
|
|
|
||||||||||
Net derivative contracts
|
$
|
29
|
|
$
|
49
|
|
$
|
(1,723
|
)
|
$
|
(137
|
)
|
$
|
(1,782
|
)
|
|
Effective Portion Reclassified from AOCI to Earnings
|
|
Effective Portion Recognized in Other Comprehensive Income
|
||||||
(in millions)
|
2015
|
2014
|
|
2015
|
2014
|
||||
Three Months Ended March 31,
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
51
|
|
43
|
|
|
(16
|
)
|
(51
|
)
|
(in millions)
|
March 31,
2015 |
December 31,
2014 |
||||
Total debt at par value
|
$
|
9,261
|
|
$
|
9,469
|
|
Unamortized discount, net
|
(78
|
)
|
(90
|
)
|
||
Net carrying amount
|
$
|
9,183
|
|
$
|
9,379
|
|
Fair value
|
$
|
9,600
|
|
$
|
9,800
|
|
|
Pension Benefits
|
Other Postretirement and
Postemployment Benefits
|
||||||||||
(in millions)
|
2015
|
2014
|
2015
|
2014
|
||||||||
Three Months Ended March 31,
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
$
|
—
|
|
$
|
16
|
|
$
|
13
|
|
Interest cost
|
221
|
|
232
|
|
35
|
|
39
|
|
||||
Expected return on plan assets
|
(220
|
)
|
(207
|
)
|
(20
|
)
|
(21
|
)
|
||||
Amortization of prior service credit
|
—
|
|
—
|
|
(7
|
)
|
(7
|
)
|
||||
Recognized net actuarial loss
|
58
|
|
34
|
|
6
|
|
1
|
|
||||
Net periodic cost
|
$
|
59
|
|
$
|
59
|
|
$
|
30
|
|
$
|
25
|
|
(in millions)
|
Total
|
||
Nine months ending December 31, 2015
|
$
|
1,140
|
|
2016
|
1,970
|
|
|
2017
|
2,390
|
|
|
2018
|
2,230
|
|
|
2019
|
1,060
|
|
|
Thereafter
|
4,820
|
|
|
Total
|
$
|
13,610
|
|
(in millions)
|
Pension and Other Benefits Liabilities
(2)
|
Derivative Contracts
|
Investments
|
Total
|
||||||||
Balance at January 1, 2015
|
$
|
(7,517
|
)
|
$
|
222
|
|
$
|
(16
|
)
|
$
|
(7,311
|
)
|
Changes in value (net of tax effect of $13)
|
—
|
|
22
|
|
(12
|
)
|
10
|
|
||||
Reclassifications into earnings (net of tax effect of $5)
(1)
|
39
|
|
(32
|
)
|
—
|
|
7
|
|
||||
Balance at March 31, 2015
|
$
|
(7,478
|
)
|
$
|
212
|
|
$
|
(28
|
)
|
$
|
(7,294
|
)
|
(in millions)
|
Pension and Other Benefits Liabilities
(2)
|
Derivative Contracts
|
Investments
|
Total
|
||||||||
Balance at January 1, 2014
|
$
|
(5,323
|
)
|
$
|
219
|
|
$
|
(26
|
)
|
$
|
(5,130
|
)
|
Changes in value (net of tax effect of $2)
|
—
|
|
(3
|
)
|
10
|
|
7
|
|
||||
Reclassifications into earnings (net of tax effect of $9)
(1)
|
12
|
|
(28
|
)
|
—
|
|
(16
|
)
|
||||
Balance at March 31, 2014
|
$
|
(5,311
|
)
|
$
|
188
|
|
$
|
(16
|
)
|
$
|
(5,139
|
)
|
(1)
|
Amounts reclassified from AOCI for pension and other benefits liabilities are recorded in salaries and related costs in the Condensed Consolidated Statements of Operations and Comprehensive Income. Amounts reclassified from AOCI for derivative contracts designated as foreign currency cash flow hedges and interest rate cash flow hedges are recorded in passenger revenue and interest expense, net, respectively, in the Condensed Consolidated Statements of Operations and Comprehensive Income. Amounts reclassified from AOCI for investments are recorded in interest expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Income.
|
(2)
|
Includes $
1.9 billion
of deferred income tax expense primarily related to pension obligations that will not be recognized in net income until the pension obligations are fully extinguished.
|
(in millions)
|
Severance and Related Costs
|
Lease Restructuring
|
||||
Liability as of January 1, 2015
|
$
|
42
|
|
$
|
462
|
|
Additional costs and expenses
|
—
|
|
10
|
|
||
Payments
|
(24
|
)
|
(20
|
)
|
||
Liability as of March 31, 2015
|
$
|
18
|
|
$
|
452
|
|
|
Three Months Ended March 31,
|
|||||
(in millions, except per share data)
|
2015
|
2014
|
||||
Net income
|
$
|
746
|
|
$
|
213
|
|
|
|
|
||||
Basic weighted average shares outstanding
|
818
|
|
844
|
|
||
Dilutive effect of share-based awards
|
8
|
|
9
|
|
||
Diluted weighted average shares outstanding
|
826
|
|
853
|
|
||
|
|
|
||||
Basic earnings per share
|
$
|
0.91
|
|
$
|
0.25
|
|
Diluted earnings per share
|
$
|
0.90
|
|
$
|
0.25
|
|
|
Three Months Ended March 31,
|
|
|
||||||||
(in millions)
|
2015
|
2014
|
Increase (Decrease)
|
% Increase
(Decrease)
|
|||||||
Passenger:
|
|
|
|
|
|||||||
Mainline
|
$
|
6,549
|
|
$
|
6,224
|
|
$
|
325
|
|
5
|
%
|
Regional carriers
|
1,374
|
|
1,453
|
|
(79
|
)
|
(5
|
)%
|
|||
Total passenger revenue
|
7,923
|
|
7,677
|
|
246
|
|
3
|
%
|
|||
Cargo
|
217
|
|
217
|
|
—
|
|
—
|
%
|
|||
Other
|
1,248
|
|
1,022
|
|
226
|
|
22
|
%
|
|||
Total operating revenue
|
$
|
9,388
|
|
$
|
8,916
|
|
$
|
472
|
|
5
|
%
|
Passenger Revenue
|
|
Increase (Decrease)
vs. Three Months Ended March 31, 2014
|
|||||||||||||
(in millions)
|
Three Months Ended March 31, 2015
|
Passenger
Revenue
|
RPMs
(1)
(Traffic)
|
ASMs
(2)
(Capacity)
|
Passenger Mile
Yield
|
PRASM
(3)
|
Load
Factor
|
||||||||
Domestic
|
$
|
4,080
|
|
9
|
%
|
6.7
|
%
|
7.0
|
%
|
2.4
|
%
|
2.1
|
%
|
(0.3
|
) pts
|
Atlantic
|
1,018
|
|
1
|
%
|
(0.3
|
)%
|
4.1
|
%
|
1.4
|
%
|
(2.9
|
)%
|
(3.3
|
) pts
|
|
Pacific
|
740
|
|
(11
|
)%
|
(2.5
|
)%
|
(1.4
|
)%
|
(8.2
|
)%
|
(9.2
|
)%
|
(0.9
|
) pts
|
|
Latin America
|
711
|
|
8
|
%
|
9.8
|
%
|
13.2
|
%
|
(1.2
|
)%
|
(4.2
|
)%
|
(2.6
|
) pts
|
|
Total Mainline
|
6,549
|
|
5
|
%
|
4.4
|
%
|
5.9
|
%
|
0.8
|
%
|
(0.7
|
)%
|
(1.2
|
) pts
|
|
Regional carriers
|
1,374
|
|
(5
|
)%
|
(2.3
|
)%
|
(1.8
|
)%
|
(3.1
|
)%
|
(3.7
|
)%
|
(0.4
|
) pts
|
|
Total Consolidated
|
$
|
7,923
|
|
3
|
%
|
3.6
|
%
|
5.0
|
%
|
(0.4
|
)%
|
(1.7
|
)%
|
(1.0
|
) pt
|
(1)
|
Revenue passenger miles (“RPMs”)
|
(2)
|
Available seat miles (“ASMs”)
|
(3)
|
Passenger revenue per ASM (“PRASM”)
|
Operating Expense
|
Three Months Ended March 31,
|
Increase
(Decrease)
|
% Increase
(Decrease)
|
||||||||
(in millions)
|
2015
|
2014
|
|||||||||
Salaries and related costs
|
$
|
2,092
|
|
$
|
1,969
|
|
$
|
123
|
|
6
|
%
|
Aircraft fuel and related taxes
|
1,835
|
|
2,226
|
|
(391
|
)
|
(18
|
)%
|
|||
Regional carrier expense
|
1,053
|
|
1,319
|
|
(266
|
)
|
(20
|
)%
|
|||
Depreciation and amortization
|
470
|
|
442
|
|
28
|
|
6
|
%
|
|||
Aircraft maintenance materials and outside repairs
|
452
|
|
448
|
|
4
|
|
1
|
%
|
|||
Contracted services
|
441
|
|
427
|
|
14
|
|
3
|
%
|
|||
Passenger commissions and other selling expenses
|
386
|
|
373
|
|
13
|
|
3
|
%
|
|||
Landing fees and other rents
|
373
|
|
341
|
|
32
|
|
9
|
%
|
|||
Passenger service
|
190
|
|
173
|
|
17
|
|
10
|
%
|
|||
Profit sharing
|
136
|
|
99
|
|
37
|
|
37
|
%
|
|||
Aircraft rent
|
60
|
|
51
|
|
9
|
|
18
|
%
|
|||
Restructuring and other items
|
10
|
|
49
|
|
(39
|
)
|
NM
(1)
|
|
|||
Other
|
492
|
|
379
|
|
113
|
|
30
|
%
|
|||
Total operating expense
|
$
|
7,990
|
|
$
|
8,296
|
|
$
|
(306
|
)
|
(4
|
)%
|
(1)
|
Due to the nature of amounts recorded within restructuring and other items, a year-over-year comparison is not meaningful. For a discussion of charges recorded in restructuring and other items, see
Note 10
of the Notes to the Condensed Consolidated Financial Statements.
|
|
Three Months Ended March 31,
|
Increase
(Decrease) |
% Increase
(Decrease) |
||||||||
(in millions, except per gallon data)
|
2015
|
2014
|
|||||||||
Aircraft fuel and related taxes
(1)
|
$
|
1,835
|
|
$
|
2,226
|
|
$
|
(391
|
)
|
|
|
Aircraft fuel and related taxes included within regional carrier expense
|
264
|
|
473
|
|
(209
|
)
|
|
||||
Total fuel expense
|
$
|
2,099
|
|
$
|
2,699
|
|
$
|
(600
|
)
|
(22
|
)%
|
|
|
|
|
|
|||||||
Total fuel consumption (gallons)
|
918
|
|
881
|
|
37
|
|
4
|
%
|
|||
Average price per gallon
|
$
|
2.29
|
|
$
|
3.06
|
|
$
|
(0.77
|
)
|
(25
|
)%
|
(1)
|
Includes the impact of fuel hedging and refinery results described further in the table below.
|
|
|
Average Price Per Gallon
|
||||||||||||||||
|
Three Months Ended March 31,
|
Change
|
Three Months Ended March 31,
|
Change
|
||||||||||||||
(in millions, except per gallon data)
|
2015
|
2014
|
2015
|
2014
|
||||||||||||||
Fuel purchase cost
|
$
|
1,718
|
|
$
|
2,731
|
|
$
|
(1,013
|
)
|
$
|
1.87
|
|
$
|
3.09
|
|
$
|
(1.22
|
)
|
Airline segment fuel hedge losses (gains)
(1)
|
467
|
|
(73
|
)
|
540
|
|
0.51
|
|
(0.08
|
)
|
0.59
|
|
||||||
Refinery segment impact
(1)
|
(86
|
)
|
41
|
|
(127
|
)
|
(0.09
|
)
|
0.05
|
|
(0.14
|
)
|
||||||
Total fuel expense
|
$
|
2,099
|
|
$
|
2,699
|
|
$
|
(600
|
)
|
$
|
2.29
|
|
$
|
3.06
|
|
$
|
(0.77
|
)
|
MTM adjustments and settlements
|
589
|
|
(34
|
)
|
623
|
|
0.64
|
|
(0.03
|
)
|
0.67
|
|
||||||
Total fuel expense, adjusted
|
$
|
2,688
|
|
$
|
2,665
|
|
$
|
23
|
|
$
|
2.93
|
|
$
|
3.03
|
|
$
|
(0.10
|
)
|
(1)
|
Includes the impact of pricing arrangements between the airline segment and refinery segment with respect to the refinery's inventory price risk.
|
Non-Operating Results
|
Three Months Ended March 31,
|
|
|
|||||||
(in millions)
|
2015
|
2014
|
|
Favorable (Unfavorable)
|
||||||
Interest expense, net
|
$
|
(131
|
)
|
$
|
(186
|
)
|
|
$
|
55
|
|
Loss on extinguishment of debt
|
—
|
|
(18
|
)
|
|
18
|
|
|||
Miscellaneous, net
|
(81
|
)
|
(81
|
)
|
|
—
|
|
|||
Total other expense, net
|
$
|
(212
|
)
|
$
|
(285
|
)
|
|
$
|
73
|
|
|
Three Months Ended March 31,
|
|||||
Consolidated
(1)
|
2015
|
2014
|
||||
Revenue passenger miles (millions)
|
46,221
|
|
44,601
|
|
||
Available seat miles (millions)
|
56,597
|
|
53,904
|
|
||
Passenger mile yield
|
|
17.14
|
¢
|
|
17.21
|
¢
|
Passenger revenue per available seat mile
|
|
14.00
|
¢
|
|
14.24
|
¢
|
Operating cost per available seat mile (CASM)
|
|
14.12
|
¢
|
|
15.39
|
¢
|
CASM-Ex
(2)
|
|
9.64
|
¢
|
|
9.77
|
¢
|
Passenger load factor
|
81.7
|
%
|
82.7
|
%
|
||
Fuel gallons consumed (millions)
|
918
|
|
881
|
|
||
Average price per gallon
(3)
|
$
|
2.29
|
|
$
|
3.06
|
|
Average price per gallon, adjusted
(3)(4)
|
$
|
2.93
|
|
$
|
3.03
|
|
Full-time equivalent employees, end of period
|
81,055
|
|
78,870
|
|
(1)
|
Includes the operations of our regional carriers. Full-time equivalent employees exclude employees of regional carriers that we do not own.
|
(2)
|
Non-GAAP financial measure defined in "
March 2015
Quarter Financial Highlights" above. See reconciliation to CASM in "Supplemental Information" below.
|
(3)
|
Includes the impact of fuel hedge activity and refinery segment results.
|
(4)
|
Non-GAAP financial measure defined and reconciled in the "Operating Expense" section of "Results of Operations" for the
three months ended
March 31, 2015
and
2014
.
|
|
Current Fleet
(1)
|
|
Commitments
|
|
|||||||||||||
Aircraft Type
|
Owned
|
Capital
Lease
|
Operating
Lease
|
Total
|
Average
Age
|
|
Purchase
(2)
|
Lease
|
Options
(2)
|
||||||||
B-717-200
|
—
|
|
8
|
|
53
|
|
61
|
|
13.3
|
|
|
3
|
|
27
|
|
—
|
|
B-737-700
|
10
|
|
—
|
|
—
|
|
10
|
|
6.2
|
|
|
—
|
|
—
|
|
—
|
|
B-737-800
|
73
|
|
—
|
|
—
|
|
73
|
|
14.2
|
|
|
—
|
|
—
|
|
—
|
|
B-737-900ER
|
27
|
|
—
|
|
10
|
|
37
|
|
0.9
|
|
|
63
|
|
—
|
|
30
|
|
B-747-400
|
8
|
|
5
|
|
—
|
|
13
|
|
22.9
|
|
|
—
|
|
—
|
|
—
|
|
B-757-200
|
89
|
|
18
|
|
16
|
|
123
|
|
20.1
|
|
|
5
|
|
—
|
|
—
|
|
B-757-300
|
16
|
|
—
|
|
—
|
|
16
|
|
12.2
|
|
|
—
|
|
—
|
|
—
|
|
B-767-300
|
14
|
|
—
|
|
2
|
|
16
|
|
24.2
|
|
|
—
|
|
—
|
|
—
|
|
B-767-300ER
|
51
|
|
5
|
|
2
|
|
58
|
|
19.0
|
|
|
—
|
|
—
|
|
1
|
|
B-767-400ER
|
21
|
|
—
|
|
—
|
|
21
|
|
14.1
|
|
|
—
|
|
—
|
|
1
|
|
B-777-200ER
|
8
|
|
—
|
|
—
|
|
8
|
|
15.2
|
|
|
—
|
|
—
|
|
—
|
|
B-777-200LR
|
10
|
|
—
|
|
—
|
|
10
|
|
6.0
|
|
|
—
|
|
—
|
|
2
|
|
B-787-8
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
18
|
|
—
|
|
—
|
|
A319-100
|
55
|
|
—
|
|
2
|
|
57
|
|
13.2
|
|
|
—
|
|
—
|
|
—
|
|
A320-200
|
52
|
|
—
|
|
17
|
|
69
|
|
20.1
|
|
|
—
|
|
—
|
|
—
|
|
A321-200
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
45
|
|
—
|
|
—
|
|
A330-200
|
11
|
|
—
|
|
—
|
|
11
|
|
10.0
|
|
|
—
|
|
—
|
|
—
|
|
A330-300
|
21
|
|
—
|
|
—
|
|
21
|
|
9.6
|
|
|
10
|
|
—
|
|
—
|
|
A330-900neo
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
25
|
|
—
|
|
—
|
|
A350-900
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
25
|
|
—
|
|
—
|
|
MD-88
|
76
|
|
41
|
|
—
|
|
117
|
|
24.7
|
|
|
—
|
|
—
|
|
—
|
|
MD-90
|
57
|
|
8
|
|
—
|
|
65
|
|
18.1
|
|
|
—
|
|
—
|
|
—
|
|
Total
|
599
|
|
85
|
|
102
|
|
786
|
|
17.0
|
|
|
194
|
|
27
|
|
34
|
|
(1)
|
Excludes certain aircraft we own or lease, which are operated by regional carriers on our behalf shown in the table below.
|
(2)
|
Our purchase commitment for 18 B-787-8 aircraft and option agreements for B-767-300ER, B-767-400ER and B-777-200LR aircraft provide for certain aircraft substitution rights.
|
|
Fleet Type
|
|
||||||||||||
Carrier
|
CRJ-200
|
CRJ-700
|
CRJ-900
|
Embraer 145
|
Embraer 170
|
Embraer 175
|
Total
|
|||||||
Endeavor Air, Inc.
(1)
|
45
|
|
—
|
|
81
|
|
—
|
|
—
|
|
—
|
|
126
|
|
ExpressJet Airlines, Inc.
|
50
|
|
41
|
|
28
|
|
—
|
|
—
|
|
—
|
|
119
|
|
SkyWest Airlines, Inc.
|
53
|
|
19
|
|
32
|
|
—
|
|
—
|
|
—
|
|
104
|
|
Compass Airlines, Inc.
|
—
|
|
—
|
|
—
|
|
—
|
|
6
|
|
36
|
|
42
|
|
Shuttle America Corporation
|
—
|
|
—
|
|
—
|
|
41
|
|
14
|
|
16
|
|
71
|
|
GoJet Airlines, LLC
|
—
|
|
22
|
|
—
|
|
—
|
|
—
|
|
—
|
|
22
|
|
Total
|
148
|
|
82
|
|
141
|
|
41
|
|
20
|
|
52
|
|
484
|
|
(1)
|
Endeavor Air, Inc. is a wholly-owned subsidiary.
|
•
|
MTM adjustments and settlements.
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. Settlements represent cash received or paid on hedge contracts settling during the period. These items adjust fuel expense to show the economic impact of hedging, including cash received or paid on hedge contracts during the period.
Adjusting for these items allows investors to better understand and analyze our core operational performance in the periods shown.
|
•
|
Restructuring and other.
Because of the variability in restructuring and other, the adjustment for this item is helpful to investors to analyze our recurring core operational performance in the periods shown.
|
•
|
Loss on extinguishment of debt.
Because of the variability in loss on extinguishment of debt, the adjustment for this item is helpful to investors to analyze our recurring core operational performance in the periods shown.
|
•
|
Virgin Atlantic MTM adjustments
. We record our proportionate share of earnings from our equity investment in Virgin Atlantic in other expense. We adjust for Virgin Atlantic's MTM adjustments to allow investors to better understand and analyze our financial performance in the periods shown.
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Pre-tax income
|
$
|
1,186
|
|
|
$
|
335
|
|
Adjusted for:
|
|
|
|
||||
MTM adjustments and settlements
|
(589
|
)
|
(1)
|
34
|
|
||
Restructuring and other
|
10
|
|
|
49
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
18
|
|
||
Virgin Atlantic MTM adjustments
|
(13
|
)
|
|
8
|
|
||
Pre-tax income, adjusted for special items
|
$
|
594
|
|
|
$
|
444
|
|
(1)
|
Includes $302 million to early settle contracts that were in a loss position and originally scheduled to expire in the second half of 2015.
|
•
|
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 (including our regional carriers) 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.
|
•
|
Restructuring and other.
Because of the variability in restructuring and other, the adjustment for this item is helpful to investors to analyze our recurring core operational performance in the periods shown.
|
•
|
Other expenses.
Other expenses include aircraft maintenance and staffing services we provide to third parties, our vacation wholesale operations and refinery cost of sales to third parties. Because these businesses are not related to the generation of a seat mile, we adjust for the costs related to these sales to provide a more meaningful comparison of the costs of our airline operations to the rest of the airline industry.
|
|
Three Months Ended March 31,
|
|||||
|
2015
|
2014
|
||||
CASM
|
|
14.12
|
¢
|
|
15.39
|
¢
|
Adjusted for:
|
|
|
||||
Aircraft fuel and related taxes
|
(3.71
|
)
|
(5.01
|
)
|
||
Profit sharing
|
(0.24
|
)
|
(0.18
|
)
|
||
Restructuring and other
|
(0.02
|
)
|
(0.09
|
)
|
||
Other expenses
|
(0.51
|
)
|
(0.34
|
)
|
||
CASM-Ex
|
|
9.64
|
¢
|
|
9.77
|
¢
|
(1)
|
Projections based upon the (increase) decrease to unhedged fuel cost as compared to the jet fuel price per gallon of $1.62, excluding transportation costs and taxes, at
March 31, 2015
and estimated fuel consumption of 7.0 billion gallons for the period from April 1, 2015 to December 31, 2016.
|
(2)
|
Projections based on average futures prices by contract settlement month compared to futures prices at
March 31, 2015
.
|
(3)
|
Projections represent margin estimates for the entire fuel hedge portfolio at March 31, 2015, including contracts settling in 2016.
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid Per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Approximate Dollar Value (in millions) of Shares That May Yet Be Purchased Under the Plan or Programs
|
||||
January 2015
|
—
|
|
$
|
—
|
|
—
|
|
$1,150
|
February 2015
|
4,904,799
|
|
$
|
46.09
|
|
4,904,799
|
|
$924
|
March 2015
|
4,352,139
|
|
$
|
45.74
|
|
4,352,139
|
|
$725
|
Total
|
9,256,938
|
|
|
9,256,938
|
|
|
10.1
|
Second Amendment to the Delta Air Lines, Inc. 2007 Performance Compensation Plan
|
10.2
|
Model Award Agreement for the Delta Air Lines, Inc. 2015 Long-Term Incentive Plan
|
15
|
Letter from Ernst & Young LLP regarding unaudited interim financial information
|
31.1
|
Certification by Delta's Chief Executive Officer with respect to Delta's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2015
|
31.2
|
Certification by Delta's Executive Vice President and Chief Financial Officer with respect to Delta's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2015
|
32
|
Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by Delta's Chief Executive Officer and Executive Vice President and Chief Financial Officer with respect to Delta's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2015
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Delta Air Lines, Inc.
|
|
(Registrant)
|
|
|
|
/s/ Craig M. Meynard
|
|
Craig M. Meynard
|
|
Vice President and Chief Accounting Officer
|
|
(Principal Accounting Officer)
|
April 15, 2015
|
|
“(b)
|
Share Counting.
Any Shares subject to an Award (but not including any Substitute Award), that expires, is cancelled, forfeited, or otherwise terminates without the delivery of Shares shall again be, or shall become, available for distribution under the Plan;
provided, however,
that (i) any Shares tendered in payment of an Option, (ii) Shares withheld by the Company to satisfy any tax withholding obligation with respect to the exercise of an Option or SAR, or (iii) Shares covered by a stock-settled SAR or other Awards that were not issued upon the settlement of the Award, shall not again be available for distribution under the Plan.”
|
(i)
|
You acknowledge and agree with the following:
|
(A)
|
Delta competes in a worldwide air transportation market that includes passenger transportation and services, air cargo services, repair and maintenance of aircraft and staffing services for third parties, vacation wholesale, refinery and private jet operations, and Delta’s business is both domestic and international in scope;
|
(B)
|
the airlines listed or described below and the related businesses listed on Exhibit 1 hereto are particular competitors to Delta and your employment or consulting with any of the listed or described entities would create more harm to Delta than would your possible employment or consulting with other companies;
|
(C)
|
you have been and are closely involved in the planning for or the direction of critical components of Delta’s operation and business and have developed or supplemented your expertise and skills as the result of such activities with Delta, and the use of such skills or disclosure of the details of such skills or knowledge to a competitor of Delta would be detrimental to Delta’s legitimate business interests; and
|
(D)
|
the restrictions imposed by this paragraph will not prevent you from earning a livelihood, given both the broad demand for the type of skills you possess as well as the large number of worldwide and domestic passenger and cargo air carriers and related businesses not included in subparagraph (ii) below or Exhibit 1 hereto.
|
(ii)
|
During the term of your employment with Delta and for the [one/two]-year period following the termination of such employment, you will not on your own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, whether as an employee, consultant, partner, or in any other capacity provide services that are the same or similar to the services of the type conducted, authorized, offered, or provided by either you or any other executive, key, or professional employee to Delta or any of its subsidiaries/divisions on the Grant Date (or within two years prior to your termination of employment), to:
|
(A)
|
any of the following entities, (including any successors thereto), any airline alliances (including Star Alliance and Oneworld) in which such entity participates, and any partially or wholly owned subsidiary or joint venture of such entity that operates an airline or a business operated by Delta as of the Grant Date: Alaska Air Group, Inc., American Airlines Group, Inc., United Continental Holdings, Inc., Southwest Airlines Co., Jet Blue Airways Corporation, Emirates Group, Qatar Airways, or Etihad Airways P.J.S.C.;
|
(B)
|
any passenger or cargo air carrier that is more than 25% owned by Emirates Group, Qatar Airways or Etihad Airways P.J.S.C.; or
|
(C)
|
if not included in (A) or (B) above, any foreign air carrier that operates passenger or cargo service into the United States or its territories more than 35 flights per week for more than six months in any rolling 12 month period;
provided, however
, this provision (C) shall not apply to employment by Delta profit sharing joint venture partners Air France KLM Group or Virgin Atlantic Airways Limited, but shall apply to Campagnia Aerea Italiana S.p.A. (Alitalia).
|
(D)
|
any of the entities listed on Exhibit 1 hereto,
provided
that you (1) are employed by a Delta subsidiary or you have a significant role with and spend more than 75% of your time providing services to a Delta subsidiary or (2) are employed in Delta’s TechOps or Delta Connection divisions.
|
DELTA AIR LINES, INC.
|
|
|
|
By:
|
|
|
Name: Robert L. Kight
Title: Senior Vice President–Global HR Services & Labor Relations |
|
|
PARTICIPANT
|
|
[NAME]
|
Date:
|
1.
|
I have reviewed this
quarterly report
on Form
10-Q
of Delta Air Lines, Inc. (“Delta”) for the
quarterly period
ended
March 31, 2015
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Delta as of, and for, the periods presented in this report;
|
4.
|
Delta's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Delta and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Delta, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of Delta's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in Delta's internal control over financial reporting that occurred during Delta's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Delta's internal control over financial reporting; and
|
5.
|
Delta's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Delta's auditors and the Audit Committee of Delta's Board of Directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Delta's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in Delta's internal control over financial reporting.
|
April 15, 2015
|
/s/ Richard H. Anderson
|
|
Richard H. Anderson
|
|
Chief Executive Officer
|
1.
|
I have reviewed this
quarterly report
on Form
10-Q
of Delta Air Lines, Inc. (“Delta”) for the
quarterly period
ended
March 31, 2015
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Delta as of, and for, the periods presented in this report;
|
4.
|
Delta's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Delta and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Delta, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of Delta's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in Delta's internal control over financial reporting that occurred during Delta's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Delta's internal control over financial reporting; and
|
5.
|
Delta's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Delta's auditors and the Audit Committee of Delta's Board of Directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Delta's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in Delta's internal control over financial reporting.
|
April 15, 2015
|
/s/ Paul A. Jacobson
|
|
Paul A. Jacobson
|
|
Executive Vice President and Chief Financial Officer
|
1.
|
such Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Delta.
|
|
/s/ Richard H. Anderson
|
|
Richard H. Anderson
|
|
Chief Executive Officer
|
|
|
|
/s/ Paul A. Jacobson
|
|
Paul A. Jacobson
|
|
Executive Vice President and Chief Financial Officer
|
|
|