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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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Delaware
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58-0218548
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Post Office Box 20706
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Atlanta, Georgia
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30320-6001
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (404) 715-2600
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Title of each class
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Name of each exchange on which registered
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Ticker Symbol
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Common Stock, par value $0.0001 per share
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New York Stock Exchange
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DAL
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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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Emerging growth company
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o
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Table of Contents
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Page
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/s/ Ernst & Young LLP
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Atlanta, Georgia
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April 10, 2019
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(in millions, except share data)
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March 31,
2019 |
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December 31,
2018 |
||||
ASSETS
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|||||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,910
|
|
|
$
|
1,565
|
|
Accounts receivable, net of an allowance for uncollectible accounts of $14 and $12 at March 31,
2019 and December 31, 2018, respectively
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3,154
|
|
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2,314
|
|
||
Fuel inventory
|
601
|
|
|
592
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|
||
Expendable parts and supplies inventories, net of an allowance for obsolescence of $97 and $102
at March 31, 2019 and December 31, 2018, respectively
|
470
|
|
|
463
|
|
||
Prepaid expenses and other
|
1,061
|
|
|
1,406
|
|
||
Total current assets
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7,196
|
|
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6,340
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|
||
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||||
Noncurrent Assets:
|
|
|
|
||||
Property and equipment, net of accumulated depreciation and amortization of $16,401 and $15,823
at March 31, 2019 and December 31, 2018, respectively
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29,139
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|
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28,335
|
|
||
Operating lease right-of-use assets
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6,036
|
|
|
5,994
|
|
||
Goodwill
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9,781
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|
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9,781
|
|
||
Identifiable intangibles, net of accumulated amortization of $865 and $862 at March 31, 2019
and December 31, 2018, respectively
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4,827
|
|
|
4,830
|
|
||
Cash restricted for airport construction
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1,018
|
|
|
1,136
|
|
||
Other noncurrent assets
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3,844
|
|
|
3,850
|
|
||
Total noncurrent assets
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54,645
|
|
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53,926
|
|
||
Total assets
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$
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61,841
|
|
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$
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60,266
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LIABILITIES AND STOCKHOLDERS' EQUITY
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|||||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term debt and finance leases
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$
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3,055
|
|
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$
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1,518
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|
Current maturities of operating leases
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941
|
|
|
955
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|
||
Air traffic liability
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6,600
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|
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4,661
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|
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Accounts payable
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3,214
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|
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2,976
|
|
||
Accrued salaries and related benefits
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2,037
|
|
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3,287
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|
||
Loyalty program deferred revenue
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3,013
|
|
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2,989
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|
||
Fuel card obligation
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1,066
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|
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1,075
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|
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Other accrued liabilities
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1,397
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|
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1,117
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|
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Total current liabilities
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21,323
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18,578
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|
||
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||||
Noncurrent Liabilities:
|
|
|
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||||
Long-term debt and finance leases
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7,710
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|
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8,253
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|
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Pension, postretirement and related benefits
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9,086
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9,163
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Loyalty program deferred revenue
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3,611
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3,652
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Noncurrent operating leases
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5,805
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5,801
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|
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Other noncurrent liabilities
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1,395
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|
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1,132
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|
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Total noncurrent liabilities
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27,607
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|
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28,001
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|
||
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Commitments and Contingencies
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|
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||||
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Stockholders' Equity:
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|
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|
||||
Common stock at $0.0001 par value; 1,500,000,000 shares authorized, 663,896,862 and 688,136,306
shares issued at March 31, 2019 and December 31, 2018, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
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11,254
|
|
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11,671
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|
||
Retained earnings
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9,656
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|
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10,039
|
|
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Accumulated other comprehensive loss
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(7,766
|
)
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(7,825
|
)
|
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Treasury stock, at cost, 8,900,385 and 8,191,831 shares at March 31, 2019 and
December 31, 2018, respectively
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(233
|
)
|
|
(198
|
)
|
||
Total stockholders' equity
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12,911
|
|
|
13,687
|
|
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Total liabilities and stockholders' equity
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$
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61,841
|
|
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$
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60,266
|
|
|
|
|
|
||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Three Months Ended March 31,
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||||||
(in millions, except per share data)
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2019
|
|
2018
|
||||
Operating Revenue:
|
|
|
|
||||
Passenger
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$
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9,254
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|
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$
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8,765
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Cargo
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192
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|
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202
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|
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Other
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1,026
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|
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1,001
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|
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Total operating revenue
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10,472
|
|
|
9,968
|
|
||
|
|
|
|
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Operating Expense:
|
|
|
|
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Salaries and related costs
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2,639
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|
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2,584
|
|
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Aircraft fuel and related taxes
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1,978
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|
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1,856
|
|
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Regional carriers expense, excluding fuel
|
893
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|
|
838
|
|
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Contracted services
|
632
|
|
|
544
|
|
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Depreciation and amortization
|
615
|
|
|
603
|
|
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Aircraft maintenance materials and outside repairs
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476
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|
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435
|
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Passenger commissions and other selling expenses
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427
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|
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427
|
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Landing fees and other rents
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419
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|
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389
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|
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Ancillary businesses and refinery
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351
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|
|
493
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|
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Passenger service
|
271
|
|
|
263
|
|
||
Profit sharing
|
220
|
|
|
188
|
|
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Aircraft rent
|
102
|
|
|
94
|
|
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Other
|
429
|
|
|
410
|
|
||
Total operating expense
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9,452
|
|
|
9,124
|
|
||
|
|
|
|
||||
Operating Income
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1,020
|
|
|
844
|
|
||
|
|
|
|
||||
Non-Operating Expense:
|
|
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|
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Interest expense, net
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(83
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)
|
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(92
|
)
|
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Unrealized gain on investments, net
|
100
|
|
|
18
|
|
||
Miscellaneous, net
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(91
|
)
|
|
(38
|
)
|
||
Total non-operating expense, net
|
(74
|
)
|
|
(112
|
)
|
||
|
|
|
|
||||
Income Before Income Taxes
|
946
|
|
|
732
|
|
||
|
|
|
|
||||
Income Tax Provision
|
(216
|
)
|
|
(175
|
)
|
||
|
|
|
|
||||
Net Income
|
$
|
730
|
|
|
$
|
557
|
|
|
|
|
|
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Basic Earnings Per Share
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$
|
1.10
|
|
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$
|
0.79
|
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Diluted Earnings Per Share
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$
|
1.09
|
|
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$
|
0.79
|
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Cash Dividends Declared Per Share
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$
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0.35
|
|
|
$
|
0.31
|
|
|
|
|
|
||||
Comprehensive Income
|
$
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789
|
|
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$
|
603
|
|
|
|
|
|
||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
|
|
Common Stock
|
Additional
Paid-In Capital |
Retained
Earnings |
Accumulated
Other Comprehensive Loss |
Treasury Stock
|
|
||||||||||||||||
(in millions, except per share data)
|
Shares
|
Amount
|
Shares
|
Amount
|
Total
|
|||||||||||||||||
Balance at December 31, 2018
|
688
|
|
$
|
—
|
|
$
|
11,671
|
|
$
|
10,039
|
|
$
|
(7,825
|
)
|
8
|
|
$
|
(198
|
)
|
$
|
13,687
|
|
Net income
|
—
|
|
—
|
|
—
|
|
730
|
|
—
|
|
—
|
|
—
|
|
730
|
|
||||||
Dividends declared
|
—
|
|
—
|
|
—
|
|
(232
|
)
|
—
|
|
—
|
|
—
|
|
(232
|
)
|
||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
59
|
|
—
|
|
—
|
|
59
|
|
||||||
Shares of common stock issued and compensation expense associated with equity awards (Treasury shares withheld for payment of taxes, $49.75(1) per share)
|
2
|
|
—
|
|
27
|
|
—
|
|
—
|
|
1
|
|
(35
|
)
|
(8
|
)
|
||||||
Stock options exercised
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Stock purchased and retired
|
(26
|
)
|
—
|
|
(444
|
)
|
(881
|
)
|
—
|
|
—
|
|
—
|
|
(1,325
|
)
|
||||||
Balance at March 31, 2019
|
664
|
|
$
|
—
|
|
$
|
11,254
|
|
$
|
9,656
|
|
$
|
(7,766
|
)
|
9
|
|
$
|
(233
|
)
|
$
|
12,911
|
|
|
Common Stock
|
Additional
Paid-In Capital |
Retained
Earnings |
Accumulated
Other Comprehensive Loss |
Treasury Stock
|
|
||||||||||||||||
(in millions, except per share data)
|
Shares
|
Amount
|
Shares
|
Amount
|
Total
|
|||||||||||||||||
Balance at December 31, 2017
|
715
|
|
$
|
—
|
|
$
|
12,053
|
|
$
|
8,256
|
|
$
|
(7,621
|
)
|
7
|
|
$
|
(158
|
)
|
$
|
12,530
|
|
Net income
|
—
|
|
—
|
|
—
|
|
557
|
|
—
|
|
—
|
|
—
|
|
557
|
|
||||||
Change in accounting principle and other
|
—
|
|
—
|
|
—
|
|
(139
|
)
|
(106
|
)
|
—
|
|
—
|
|
(245
|
)
|
||||||
Dividends declared
|
—
|
|
—
|
|
—
|
|
(216
|
)
|
—
|
|
—
|
|
—
|
|
(216
|
)
|
||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
46
|
|
—
|
|
—
|
|
46
|
|
||||||
Shares of common stock issued and compensation expense associated with equity awards (Treasury shares withheld for payment of taxes, $55.08(1) per share)
|
1
|
|
—
|
|
10
|
|
—
|
|
—
|
|
1
|
|
(36
|
)
|
(26
|
)
|
||||||
Stock options exercised
|
1
|
|
—
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
||||||
Stock purchased and retired
|
(6
|
)
|
—
|
|
(97
|
)
|
(228
|
)
|
—
|
|
—
|
|
—
|
|
(325
|
)
|
||||||
Balance at March 31, 2018
|
711
|
|
$
|
—
|
|
$
|
11,967
|
|
$
|
8,230
|
|
$
|
(7,681
|
)
|
8
|
|
$
|
(194
|
)
|
$
|
12,322
|
|
(1)
|
Weighted average price per share.
|
|
Three Months Ended March 31,
|
|||||
(in millions)
|
2019
|
2018
|
||||
Ticket
|
$
|
7,988
|
|
$
|
7,653
|
|
Loyalty travel awards
|
692
|
|
618
|
|
||
Travel-related services
|
574
|
|
494
|
|
||
Total passenger revenue
|
$
|
9,254
|
|
$
|
8,765
|
|
|
Three Months Ended March 31,
|
|||||
(in millions)
|
2019
|
2018
|
||||
Loyalty program
|
$
|
474
|
|
$
|
347
|
|
Ancillary businesses and refinery
|
369
|
|
521
|
|
||
Miscellaneous
|
183
|
|
133
|
|
||
Total other revenue
|
$
|
1,026
|
|
$
|
1,001
|
|
(in millions)
|
|
|
2019
|
2018
|
||||
Balance at January 1
|
|
|
$
|
6,641
|
|
$
|
6,321
|
|
Mileage credits earned
|
|
|
720
|
|
731
|
|
||
Travel mileage credits redeemed
|
|
|
(692
|
)
|
(618
|
)
|
||
Non-travel mileage credits redeemed
|
|
|
(45
|
)
|
(40
|
)
|
||
Balance at March 31
|
|
|
$
|
6,624
|
|
$
|
6,394
|
|
|
Passenger Revenue
|
|
Operating Revenue
|
||||||||||
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
||||||||||
(in millions)
|
2019
|
2018
|
|
2019
|
2018
|
||||||||
Domestic
|
$
|
6,713
|
|
$
|
6,282
|
|
|
$
|
7,487
|
|
$
|
7,111
|
|
Atlantic
|
1,103
|
|
1,070
|
|
|
1,316
|
|
1,253
|
|
||||
Latin America
|
855
|
|
830
|
|
|
964
|
|
917
|
|
||||
Pacific
|
583
|
|
583
|
|
|
705
|
|
687
|
|
||||
Total
|
$
|
9,254
|
|
$
|
8,765
|
|
|
$
|
10,472
|
|
$
|
9,968
|
|
(in millions)
|
March 31,
2019 |
Level 1
|
Level 2
|
||||||
Cash equivalents
|
$
|
1,508
|
|
$
|
1,508
|
|
$
|
—
|
|
Restricted cash equivalents
|
1,075
|
|
1,075
|
|
—
|
|
|||
Long-term investments
|
1,174
|
|
970
|
|
204
|
|
|||
Hedge derivatives, net
|
|
|
|
||||||
Fuel hedge contracts
|
7
|
|
1
|
|
6
|
|
|||
Interest rate contracts
|
24
|
|
—
|
|
24
|
|
|||
Foreign currency exchange contracts
|
8
|
|
—
|
|
8
|
|
(in millions)
|
December 31,
2018 |
Level 1
|
Level 2
|
||||||
Cash equivalents
|
$
|
1,222
|
|
$
|
1,222
|
|
$
|
—
|
|
Restricted cash equivalents
|
1,183
|
|
1,183
|
|
—
|
|
|||
Short-term investments
|
|
|
|
|
|||||
U.S. government and agency securities
|
50
|
|
45
|
|
5
|
|
|||
Asset- and mortgage-backed securities
|
36
|
|
—
|
|
36
|
|
|||
Corporate obligations
|
90
|
|
—
|
|
90
|
|
|||
Other fixed income securities
|
27
|
|
—
|
|
27
|
|
|||
Long-term investments
|
1,084
|
|
880
|
|
204
|
|
|||
Hedge derivatives, net
|
|
|
|
||||||
Fuel hedge contracts
|
15
|
|
20
|
|
(5
|
)
|
|||
Interest rate contracts
|
1
|
|
—
|
|
1
|
|
|||
Foreign currency exchange contracts
|
(3
|
)
|
—
|
|
(3
|
)
|
•
|
Fuel Contracts. Our fuel hedge portfolio consists of options, swaps and futures. Option and swap contracts are valued under income approaches using option pricing models and discounted cash flow models, respectively, based on data either readily observable in public markets, derived from public markets or provided by counterparties who regularly trade in public markets. Futures contracts and options on futures contracts are traded on a public exchange and valued based on quoted market prices.
|
•
|
Interest Rate Contracts. Our interest rate derivatives are swap contracts, which are valued based on data readily observable in public markets.
|
•
|
Foreign Currency Exchange Contracts. Our foreign currency derivatives consist of Japanese yen and Euro forward contracts and are valued based on data readily observable in public markets.
|
•
|
Aeroméxico. Our non-controlling investment in Grupo Aeroméxico, the parent company of Aeroméxico, is accounted for under the equity method because Grupo Aeroméxico's corporate bylaws (as authorized by the Mexican Foreign Investment Commission) limit our voting interest to 49%. However, due to Aeroméxico's share repurchase program, our equity stake in Grupo Aeroméxico has increased to 51%. The investment is recorded at $864 million as of March 31, 2019.
|
•
|
Virgin Atlantic. We have a non-controlling 49% equity stake in Virgin Atlantic Limited, the parent company of Virgin Atlantic Airways, which is recorded at $356 million as of March 31, 2019.
|
•
|
DGS. We have a non-controlling 49% equity stake in the parent company of DGS, which is recorded at $111 million as of March 31, 2019. The parent company of DGS is a subsidiary of Argenbright Holdings, LLC that provides aviation-related, ground support equipment maintenance and professional security services.
|
•
|
Air France-KLM. We own 9% of the outstanding shares of Air France-KLM, which are recorded at $422 million as of March 31, 2019.
|
•
|
GOL. We own 9% of the outstanding capital stock of GOL Linhas Aéreas Inteligentes, the parent company of VRG Linhas Aéreas (operating as GOL), through ownership of its preferred shares. Our ownership stake is recorded at $217 million as of March 31, 2019.
|
•
|
China Eastern. We own a 3% equity interest in China Eastern, which is recorded at $331 million as of March 31, 2019.
|
•
|
Alclear Holdings, LLC ("CLEAR"). We own a 7% equity interest in CLEAR.
|
•
|
Republic Airways. We own a 17% equity interest in Republic Airways Holdings Inc.
|
|
Carrying Amount of Hedge Instruments
|
|
Cumulative Amount of Fair Value Hedge Adjustments
|
||||||||||
(in millions)
|
March 31, 2019
|
December 31, 2018
|
|
March 31, 2019
|
December 31, 2018
|
||||||||
Current maturities of long-term debt and finance leases
|
$
|
(16
|
)
|
$
|
(11
|
)
|
|
$
|
1
|
|
$
|
7
|
|
Long-term debt and finance leases
|
$
|
(1,878
|
)
|
$
|
(1,870
|
)
|
|
$
|
(25
|
)
|
$
|
(8
|
)
|
(in millions)
|
Prepaid Expenses and Other
|
Other Noncurrent Assets
|
Other Accrued Liabilities
|
Other Noncurrent Liabilities
|
Hedge Derivatives, net
|
||||||||||
March 31, 2019
|
|
|
|
|
|
||||||||||
Net derivative contracts
|
$
|
21
|
|
$
|
28
|
|
$
|
(5
|
)
|
$
|
(5
|
)
|
$
|
39
|
|
December 31, 2018
|
|
|
|
|
|
||||||||||
Net derivative contracts
|
$
|
35
|
|
$
|
—
|
|
$
|
(13
|
)
|
$
|
(9
|
)
|
$
|
13
|
|
|
Gains/(Losses) Reclassified from AOCI to Earnings(1)
|
|
Gains/(Losses) Recognized in Other Comprehensive Income
|
||||||||||
(in millions)
|
2019
|
2018
|
|
2019
|
2018
|
||||||||
Three Months Ended March 31,
|
|
|
|
|
|
||||||||
Foreign currency exchange contracts
|
$
|
—
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
$
|
1
|
|
(1)
|
Earnings on our foreign currency exchange contracts are recorded in passenger revenue in the income statement.
|
|
|
Location of Gain (Loss) Recognized in Income
|
|
Amount of Gain (Loss) Recognized in Income
|
|||||
(in millions)
|
|
|
|
2019
|
2018
|
||||
Three Months Ended March 31,
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
|
Unrealized gain on investments, net
|
|
$
|
11
|
|
$
|
(16
|
)
|
Fuel hedge contracts
|
|
Aircraft fuel and related taxes
|
|
(54
|
)
|
2
|
|
||
Total
|
|
|
|
$
|
(43
|
)
|
$
|
(14
|
)
|
|
Maturity
|
Interest Rate(s)(1) Per Annum at
|
March 31,
|
December 31,
|
||||||||
(in millions)
|
Dates
|
March 31, 2019
|
2019
|
2018
|
||||||||
2019 Unsecured Term Loan
|
February 2020
|
3.39%
|
variable
|
$
|
700
|
|
$
|
—
|
|
|||
Financing arrangements secured by aircraft:
|
|
|
|
|
|
|
|
|
||||
Certificates(2)
|
2019
|
to
|
2027
|
3.20%
|
to
|
8.02%
|
2,276
|
|
1,837
|
|
||
Notes(2)
|
2019
|
to
|
2025
|
2.91%
|
to
|
6.46%
|
1,646
|
|
1,787
|
|
||
NYTDC Special Facilities Revenue Bonds, Series 2018(2)
|
2022
|
to
|
2036
|
4.00%
|
to
|
5.00%
|
1,383
|
|
1,383
|
|
||
Unsecured notes
|
2020
|
to
|
2028
|
2.60%
|
to
|
4.38%
|
4,050
|
|
4,050
|
|
||
Other financings(2)(3)
|
2019
|
to
|
2030
|
3.49%
|
to
|
8.75%
|
252
|
|
251
|
|
||
2018 Unsecured Revolving Credit Facility
|
2021
|
to
|
2023
|
undrawn
|
variable
|
—
|
|
—
|
|
|||
Other revolving credit facilities
|
2019
|
to
|
2021
|
undrawn
|
variable
|
—
|
|
—
|
|
|||
Total secured and unsecured debt
|
|
|
|
|
|
|
10,307
|
|
9,308
|
|
||
Unamortized premium and debt issue cost, net
|
|
|
|
|
|
|
82
|
|
60
|
|
||
Total debt
|
|
|
|
|
|
|
10,389
|
|
9,368
|
|
||
Less: current maturities
|
|
|
|
|
|
|
(2,954
|
)
|
(1,409
|
)
|
||
Total long-term debt
|
|
|
|
|
|
|
$
|
7,435
|
|
$
|
7,959
|
|
(1)
|
Certain aircraft and other financings are comprised of variable rate debt. All variable rates are equal to LIBOR (generally subject to a floor) or another index rate, in each case plus a specified margin.
|
(2)
|
Due in installments.
|
(3)
|
Primarily includes unsecured bonds and debt secured by certain accounts receivable and real estate.
|
(in millions)
|
Total Principal
|
Fixed Interest Rate
|
Issuance Date
|
Final Maturity Date
|
||
2019-1 Class AA Certificates
|
$
|
425
|
|
3.204%
|
March 2019
|
April 2024
|
2019-1 Class A Certificates
|
75
|
|
3.404%
|
March 2019
|
April 2024
|
|
Total
|
$
|
500
|
|
|
|
|
(in millions)
|
|
||
2018 Unsecured Revolving Credit Facility
|
$
|
2,650
|
|
Other revolving credit facilities
|
389
|
|
|
Total availability under revolving credit facilities
|
$
|
3,039
|
|
(in millions)
|
March 31,
2019 |
December 31,
2018 |
||||
Total debt at par value
|
$
|
10,307
|
|
$
|
9,308
|
|
Unamortized premium and debt issue cost, net
|
82
|
|
60
|
|
||
Net carrying amount
|
$
|
10,389
|
|
$
|
9,368
|
|
|
|
|
||||
Fair value
|
$
|
10,600
|
|
$
|
9,400
|
|
|
Pension Benefits
|
|
Other Postretirement and Postemployment Benefits
|
||||||||||
(in millions)
|
2019
|
2018
|
|
2019
|
2018
|
||||||||
Three Months Ended March 31,
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
$
|
—
|
|
|
$
|
21
|
|
$
|
21
|
|
Interest cost
|
208
|
|
195
|
|
|
34
|
|
32
|
|
||||
Expected return on plan assets
|
(297
|
)
|
(329
|
)
|
|
(12
|
)
|
(17
|
)
|
||||
Amortization of prior service credit
|
—
|
|
—
|
|
|
(2
|
)
|
(7
|
)
|
||||
Recognized net actuarial loss
|
73
|
|
66
|
|
|
9
|
|
10
|
|
||||
Net periodic (benefit) cost
|
$
|
(16
|
)
|
$
|
(68
|
)
|
|
$
|
50
|
|
$
|
39
|
|
(in millions)
|
Total
|
||
Nine months ending December 31, 2019
|
$
|
2,110
|
|
2020
|
3,140
|
|
|
2021
|
3,260
|
|
|
2022
|
2,790
|
|
|
2023
|
1,850
|
|
|
Thereafter
|
1,940
|
|
|
Total
|
$
|
15,090
|
|
Aircraft Type
|
Purchase Commitments
|
|
A220-100
|
31
|
|
A220-300
|
50
|
|
A321-200
|
53
|
|
A321-200neo
|
100
|
|
A330-900neo
|
35
|
|
A350-900
|
12
|
|
B-737-900ER
|
9
|
|
CRJ-900
|
12
|
|
Total
|
302
|
|
(in millions)
|
Pension and Other Benefit Liabilities(3)
|
Derivative Contracts and Other
|
Available-for-Sale Investments
|
Total
|
||||||||
Balance at January 1, 2019 (net of tax effect of $1,492)
|
$
|
(7,925
|
)
|
$
|
100
|
|
$
|
—
|
|
$
|
(7,825
|
)
|
Changes in value (net of tax effect of $1)
|
—
|
|
(2
|
)
|
—
|
|
(2
|
)
|
||||
Reclassifications into earnings (net of tax effect of $19)(1)
|
60
|
|
1
|
|
—
|
|
61
|
|
||||
Balance at March 31, 2019 (net of tax effect of $1,474)
|
$
|
(7,865
|
)
|
$
|
99
|
|
$
|
—
|
|
$
|
(7,766
|
)
|
|
|
|
|
|
||||||||
Balance at January 1, 2018 (net of tax effect of $1,400)
|
$
|
(7,812
|
)
|
$
|
85
|
|
$
|
106
|
|
$
|
(7,621
|
)
|
Changes in value (net of tax effect of $2)
|
—
|
|
(7
|
)
|
—
|
|
(7
|
)
|
||||
Reclassifications into retained earnings (net of tax effect of $61)(2)
|
—
|
|
—
|
|
(106
|
)
|
(106
|
)
|
||||
Reclassifications into earnings (net of tax effect of $15)(1)
|
51
|
|
2
|
|
—
|
|
53
|
|
||||
Balance at March 31, 2018 (net of tax effect of $1,448)
|
$
|
(7,761
|
)
|
$
|
80
|
|
$
|
—
|
|
$
|
(7,681
|
)
|
(1)
|
Amounts reclassified from AOCI for pension and other benefit liabilities and for derivative contracts designated as foreign currency cash flow hedges are recorded in miscellaneous and in passenger revenue, respectively, in the income statement.
|
(2)
|
The reclassification into retained earnings relates to our investments in GOL, China Eastern and other previously designated available-for-sale investments, and the related conversion to accounting for changes in fair value of these investments from AOCI to the income statement.
|
(3)
|
Includes $688 million of deferred income tax expense primarily related to pension and other benefit obligations that will not be recognized in net income until these obligations are fully extinguished. We consider all income sources, including other comprehensive income, in determining the amount of tax benefit allocated to continuing operations.
|
(in millions)
|
Airline
|
Refinery
|
|
Intersegment Sales/Other
|
|
Consolidated
|
||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
||||||||
Operating revenue:
|
$
|
10,424
|
|
$
|
1,283
|
|
|
|
|
$
|
10,472
|
|
||
Sales to airline segment
|
|
|
|
$
|
(271
|
)
|
(1)
|
|
||||||
Exchanged products
|
|
|
|
(732
|
)
|
(2)
|
|
|||||||
Sales of refined products
|
|
|
|
(232
|
)
|
(3)
|
|
|||||||
Operating income (loss)
|
1,054
|
|
(34
|
)
|
|
—
|
|
|
1,020
|
|
||||
Interest expense (income), net
|
92
|
|
(9
|
)
|
|
—
|
|
|
83
|
|
||||
Depreciation and amortization
|
592
|
|
23
|
|
|
—
|
|
|
615
|
|
||||
Total assets, end of period
|
60,343
|
|
1,498
|
|
|
—
|
|
|
61,841
|
|
||||
Capital expenditures
|
1,350
|
|
10
|
|
|
—
|
|
|
1,360
|
|
||||
|
|
|
|
|
|
|
||||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
||||||||
Operating revenue:
|
$
|
9,755
|
|
$
|
1,491
|
|
|
|
|
$
|
9,968
|
|
||
Sales to airline segment
|
|
|
|
$
|
(262
|
)
|
(1)
|
|
||||||
Exchanged products
|
|
|
|
(876
|
)
|
(2)
|
|
|||||||
Sales of refined products
|
|
|
|
(140
|
)
|
(3)
|
|
|||||||
Operating income
|
800
|
|
44
|
|
|
—
|
|
|
844
|
|
||||
Interest expense (income), net
|
97
|
|
(5
|
)
|
|
—
|
|
|
92
|
|
||||
Depreciation and amortization
|
588
|
|
15
|
|
|
—
|
|
|
603
|
|
||||
Total assets, end of period
|
56,929
|
|
2,039
|
|
|
—
|
|
|
58,968
|
|
||||
Capital expenditures
|
1,250
|
|
15
|
|
|
—
|
|
|
1,265
|
|
(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 our exchange agreements, as discussed above, determined on a market price basis.
|
(3)
|
These sales were at or near cost; accordingly, the margin on these sales is de minimis.
|
|
Three Months Ended March 31,
|
|||||
(in millions, except per share data)
|
2019
|
2018
|
||||
Net income
|
$
|
730
|
|
$
|
557
|
|
|
|
|
||||
Basic weighted average shares outstanding
|
665
|
|
704
|
|
||
Dilutive effect of share-based awards
|
2
|
|
2
|
|
||
Diluted weighted average shares outstanding
|
667
|
|
706
|
|
||
|
|
|
||||
Basic earnings per share
|
$
|
1.10
|
|
$
|
0.79
|
|
Diluted earnings per share
|
$
|
1.09
|
|
$
|
0.79
|
|
|
Three Months Ended March 31,
|
Increase (Decrease)
|
% Increase (Decrease)
|
||||||||
(in millions)
|
2019
|
2018
|
|||||||||
Ticket - Main cabin
|
$
|
4,721
|
|
$
|
4,622
|
|
$
|
99
|
|
2.1
|
%
|
Ticket - Business cabin and premium products
|
3,267
|
|
3,031
|
|
236
|
|
7.8
|
%
|
|||
Loyalty travel awards
|
692
|
|
618
|
|
74
|
|
12.0
|
%
|
|||
Travel-related services
|
574
|
|
494
|
|
80
|
|
16.2
|
%
|
|||
Total passenger revenue
|
$
|
9,254
|
|
$
|
8,765
|
|
$
|
489
|
|
5.6
|
%
|
Cargo
|
192
|
|
202
|
|
(10
|
)
|
(4.9
|
)%
|
|||
Other
|
1,026
|
|
1,001
|
|
25
|
|
2.5
|
%
|
|||
Total operating revenue
|
$
|
10,472
|
|
$
|
9,968
|
|
$
|
504
|
|
5.1
|
%
|
|
|
|
|
|
|||||||
TRASM (cents)
|
|
16.78
|
¢
|
|
16.77
|
¢
|
|
0.01
|
¢
|
0.1
|
%
|
Third-party refinery sales(1)
|
(0.08
|
)
|
(0.36
|
)
|
0.28
|
|
NM
|
|
|||
DGS sale adjustment(1)
|
—
|
|
(0.10
|
)
|
0.10
|
|
NM
|
|
|||
TRASM, adjusted (cents)
|
|
16.70
|
¢
|
|
16.31
|
¢
|
|
0.39
|
¢
|
2.4
|
%
|
(1)
|
For additional information on adjustments to TRASM, see "Supplemental Information" below.
|
|
|
Increase (Decrease)
vs. Three Months Ended March 31, 2018
|
||||||||||||||
(in millions)
|
Three Months Ended March 31, 2019
|
Passenger Revenue
|
RPMs (Traffic)
|
ASMs (Capacity)
|
Passenger Mile Yield
|
PRASM
|
Load Factor
|
|||||||||
Domestic
|
$
|
6,713
|
|
6.9
|
%
|
5.9
|
%
|
5.9
|
%
|
0.9
|
%
|
0.9
|
%
|
0.1
|
|
pts
|
Atlantic
|
1,103
|
|
3.0
|
%
|
5.5
|
%
|
5.8
|
%
|
(2.3
|
)%
|
(2.6
|
)%
|
(0.2
|
)
|
pts
|
|
Latin America
|
855
|
|
3.0
|
%
|
0.1
|
%
|
0.5
|
%
|
2.9
|
%
|
2.4
|
%
|
(0.3
|
)
|
pts
|
|
Pacific
|
583
|
|
—
|
%
|
1.6
|
%
|
2.9
|
%
|
(1.5
|
)%
|
(2.8
|
)%
|
(1.1
|
)
|
pts
|
|
Total
|
$
|
9,254
|
|
5.6
|
%
|
4.8
|
%
|
5.0
|
%
|
0.8
|
%
|
0.6
|
%
|
(0.2
|
)
|
pts
|
|
Three Months Ended March 31,
|
Increase (Decrease)
|
% Increase (Decrease)
|
||||||||
(in millions)
|
2019
|
2018
|
|||||||||
Loyalty program
|
$
|
474
|
|
$
|
347
|
|
$
|
127
|
|
36.6
|
%
|
Ancillary businesses and refinery
|
369
|
|
521
|
|
(152
|
)
|
(29.2
|
)%
|
|||
Miscellaneous
|
183
|
|
133
|
|
50
|
|
37.6
|
%
|
|||
Total other revenue
|
$
|
1,026
|
|
$
|
1,001
|
|
$
|
25
|
|
2.5
|
%
|
|
Three Months Ended March 31,
|
Increase (Decrease)
|
% Increase (Decrease)
|
||||||||
(in millions)
|
2019
|
2018
|
|||||||||
Salaries and related costs
|
$
|
2,639
|
|
$
|
2,584
|
|
$
|
55
|
|
2.1
|
%
|
Aircraft fuel and related taxes
|
1,978
|
|
1,856
|
|
122
|
|
6.6
|
%
|
|||
Regional carriers expense, excluding fuel
|
893
|
|
838
|
|
55
|
|
6.6
|
%
|
|||
Contracted services
|
632
|
|
544
|
|
88
|
|
16.2
|
%
|
|||
Depreciation and amortization
|
615
|
|
603
|
|
12
|
|
2.0
|
%
|
|||
Aircraft maintenance materials and outside repairs
|
476
|
|
435
|
|
41
|
|
9.4
|
%
|
|||
Passenger commissions and other selling expenses
|
427
|
|
427
|
|
—
|
|
—
|
%
|
|||
Landing fees and other rents
|
419
|
|
389
|
|
30
|
|
7.7
|
%
|
|||
Ancillary businesses and refinery
|
351
|
|
493
|
|
(142
|
)
|
(28.8
|
)%
|
|||
Passenger service
|
271
|
|
263
|
|
8
|
|
3.0
|
%
|
|||
Profit sharing
|
220
|
|
188
|
|
32
|
|
17.0
|
%
|
|||
Aircraft rent
|
102
|
|
94
|
|
8
|
|
8.5
|
%
|
|||
Other
|
429
|
|
410
|
|
19
|
|
4.6
|
%
|
|||
Total operating expense
|
$
|
9,452
|
|
$
|
9,124
|
|
$
|
328
|
|
3.6
|
%
|
|
|
Average Price Per Gallon
|
||||||||||||||||
|
Three Months Ended March 31,
|
Change
|
Three Months Ended March 31,
|
Change
|
||||||||||||||
(in millions, except per gallon data)
|
2019
|
2018
|
2019
|
2018
|
||||||||||||||
Fuel purchase cost(1)
|
$
|
1,936
|
|
$
|
1,927
|
|
$
|
9
|
|
$
|
2.01
|
|
$
|
2.06
|
|
$
|
(0.05
|
)
|
Fuel hedge impact
|
8
|
|
(27
|
)
|
35
|
|
0.01
|
|
(0.03
|
)
|
0.04
|
|
||||||
Refinery segment impact
|
34
|
|
(44
|
)
|
78
|
|
0.04
|
|
(0.05
|
)
|
0.09
|
|
||||||
Total fuel expense
|
$
|
1,978
|
|
$
|
1,856
|
|
$
|
122
|
|
$
|
2.06
|
|
$
|
1.98
|
|
$
|
0.08
|
|
MTM adjustments and settlements(2)
|
(8
|
)
|
27
|
|
(35
|
)
|
(0.01
|
)
|
0.03
|
|
(0.04
|
)
|
||||||
Total fuel expense, adjusted
|
$
|
1,970
|
|
$
|
1,883
|
|
$
|
87
|
|
$
|
2.05
|
|
$
|
2.01
|
|
$
|
0.04
|
|
(1)
|
Market price for jet fuel at airport locations, including related taxes and transportation costs.
|
(2)
|
Mark-to-market ("MTM") adjustments and settlements include the effects of the derivative transactions disclosed in Note 5 of the Notes to the Condensed Consolidated Financial Statements. For the reason fuel expense is adjusted for MTM adjustments and settlements, see "Supplemental Information" below.
|
Non-Operating Results
|
Three Months Ended March 31,
|
|
|||||||
(in millions)
|
2019
|
2018
|
Favorable (Unfavorable)
|
||||||
Interest expense, net
|
$
|
(83
|
)
|
$
|
(92
|
)
|
$
|
9
|
|
Unrealized gain on investments, net
|
100
|
|
18
|
|
82
|
|
|||
Miscellaneous, net
|
(91
|
)
|
(38
|
)
|
(53
|
)
|
|||
Total non-operating expense, net
|
$
|
(74
|
)
|
$
|
(112
|
)
|
$
|
38
|
|
|
Three Months Ended March 31,
|
% Increase
(Decrease)
|
|||||||
Consolidated(1)
|
2019
|
2018
|
|||||||
Revenue passenger miles (in millions)
|
51,617
|
|
49,276
|
|
4.8
|
|
%
|
||
Available seat miles (in millions)
|
62,416
|
|
59,453
|
|
5.0
|
|
%
|
||
Passenger mile yield
|
|
17.93
|
¢
|
|
17.79
|
¢
|
0.8
|
|
%
|
PRASM
|
|
14.83
|
¢
|
|
14.74
|
¢
|
0.6
|
|
%
|
TRASM
|
|
16.78
|
¢
|
|
16.77
|
¢
|
0.1
|
|
%
|
TRASM, adjusted(2)
|
|
16.70
|
¢
|
|
16.31
|
¢
|
2.4
|
|
%
|
CASM
|
|
15.14
|
¢
|
|
15.35
|
¢
|
(1.4
|
)
|
%
|
CASM-Ex(2)
|
|
11.06
|
¢
|
|
11.08
|
¢
|
(0.2
|
)
|
%
|
Passenger load factor
|
82.7
|
%
|
82.9
|
%
|
(0.2
|
)
|
pts
|
||
Fuel gallons consumed (in millions)
|
962
|
|
936
|
|
2.8
|
|
%
|
||
Average price per fuel gallon(3)
|
$
|
2.06
|
|
$
|
1.98
|
|
4.0
|
|
%
|
Average price per fuel gallon, adjusted(3)(4)
|
$
|
2.05
|
|
$
|
2.01
|
|
1.8
|
|
%
|
(1)
|
Includes the operations of our regional carriers under capacity purchase agreements.
|
(2)
|
Non-GAAP financial measure defined and reconciled to TRASM and CASM, respectively, in "Supplemental Information" below.
|
(3)
|
Includes the impact of fuel hedge activity and refinery segment results.
|
(4)
|
Non-GAAP financial measure defined and reconciled to average fuel price per gallon in "Results of Operations" for the three months ended March 31, 2019 and 2018.
|
|
Current Fleet(1)
|
|
Commitments
|
||||||||||
Aircraft Type
|
Owned
|
Finance Lease
|
Operating Lease
|
Total
|
Average Age
|
Purchase
|
Options
|
||||||
B-717-200
|
3
|
|
16
|
|
72
|
|
91
|
|
17.5
|
—
|
|
—
|
|
B-737-700
|
10
|
|
—
|
|
—
|
|
10
|
|
10.2
|
—
|
|
—
|
|
B-737-800
|
73
|
|
4
|
|
—
|
|
77
|
|
17.5
|
—
|
|
—
|
|
B-737-900ER
|
80
|
|
—
|
|
41
|
|
121
|
|
2.8
|
9
|
|
—
|
|
B-757-200
|
91
|
|
7
|
|
2
|
|
100
|
|
21.6
|
—
|
|
—
|
|
B-757-300
|
16
|
|
—
|
|
—
|
|
16
|
|
16.1
|
—
|
|
—
|
|
B-767-300
|
2
|
|
—
|
|
—
|
|
2
|
|
25.7
|
—
|
|
—
|
|
B-767-300ER
|
55
|
|
1
|
|
—
|
|
56
|
|
22.8
|
—
|
|
—
|
|
B-767-400ER
|
21
|
|
—
|
|
—
|
|
21
|
|
18.2
|
—
|
|
—
|
|
B-777-200ER
|
8
|
|
—
|
|
—
|
|
8
|
|
19.3
|
—
|
|
—
|
|
B-777-200LR
|
10
|
|
—
|
|
—
|
|
10
|
|
10.0
|
—
|
|
—
|
|
A220-100
|
9
|
|
—
|
|
—
|
|
9
|
|
0.2
|
31
|
|
50
|
|
A220-300
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
50
|
|
—
|
|
A319-100
|
55
|
|
—
|
|
2
|
|
57
|
|
17.1
|
—
|
|
—
|
|
A320-200
|
55
|
|
3
|
|
4
|
|
62
|
|
23.6
|
—
|
|
—
|
|
A321-200
|
43
|
|
—
|
|
31
|
|
74
|
|
1.3
|
53
|
|
—
|
|
A321-200neo
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
100
|
|
100
|
|
A330-200
|
11
|
|
—
|
|
—
|
|
11
|
|
14.0
|
—
|
|
—
|
|
A330-300
|
28
|
|
—
|
|
3
|
|
31
|
|
10.2
|
—
|
|
—
|
|
A330-900neo
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
35
|
|
—
|
|
A350-900
|
13
|
|
—
|
|
—
|
|
13
|
|
1.1
|
12
|
|
—
|
|
MD-88
|
67
|
|
12
|
|
—
|
|
79
|
|
28.3
|
—
|
|
—
|
|
MD-90
|
37
|
|
—
|
|
—
|
|
37
|
|
22.0
|
—
|
|
—
|
|
Total
|
687
|
|
43
|
|
155
|
|
885
|
|
15.6
|
290
|
|
150
|
|
(1)
|
Excludes certain aircraft we own, lease or have committed to purchase (including 12 CRJ-900 aircraft) that are operated by regional carriers on our behalf shown in the table below.
|
|
Fleet Type
|
|
||||||||||
Carrier
|
CRJ-200
|
CRJ-700
|
CRJ-900
|
Embraer 170
|
Embraer 175
|
Total
|
||||||
Endeavor Air, Inc.(1)
|
42
|
|
3
|
|
109
|
|
—
|
|
—
|
|
154
|
|
SkyWest Airlines, Inc.
|
77
|
|
18
|
|
44
|
|
—
|
|
49
|
|
188
|
|
Compass Airlines, Inc.
|
—
|
|
—
|
|
—
|
|
—
|
|
36
|
|
36
|
|
Republic Airways, Inc.
|
—
|
|
—
|
|
—
|
|
21
|
|
16
|
|
37
|
|
GoJet Airlines, LLC
|
—
|
|
22
|
|
7
|
|
—
|
|
—
|
|
29
|
|
Total
|
119
|
|
43
|
|
160
|
|
21
|
|
101
|
|
444
|
|
(1)
|
Endeavor Air, Inc. is a wholly owned subsidiary of Delta.
|
•
|
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 settled during the period.
|
•
|
Equity investment MTM adjustments. We record our proportionate share of earnings/loss from our equity investments in Virgin Atlantic and Aeroméxico in non-operating expense. We adjust for our equity method investees' hedge portfolio MTM adjustments to allow investors to better understand and analyze our core operational performance in the periods shown.
|
•
|
Unrealized gain/loss on investments. We record the unrealized gains/losses on our equity investments accounted for at fair value in non-operating expense. Adjusting for these gains/losses allows investors to better understand and analyze our core operational performance in the periods shown.
|
•
|
DGS sale adjustment. Because we sold DGS in December 2018, we have excluded the impact of DGS from historical results for better comparability.
|
|
Three Months Ended March 31,
|
|||||
(in millions)
|
2019
|
2018
|
||||
Pre-tax income
|
$
|
946
|
|
$
|
732
|
|
Adjusted for:
|
|
|
||||
MTM adjustments and settlements
|
8
|
|
(27
|
)
|
||
Equity investment MTM adjustments
|
(21
|
)
|
3
|
|
||
Unrealized gain/loss on investments
|
(100
|
)
|
(18
|
)
|
||
DGS sale adjustment
|
—
|
|
(7
|
)
|
||
Pre-tax income, adjusted
|
$
|
832
|
|
$
|
683
|
|
•
|
Third-party refinery sales. We adjust TRASM for refinery sales to third parties to determine TRASM, adjusted because these revenues are not related to our airline segment. TRASM, adjusted therefore provides a more meaningful comparison of revenue from our airline operations to the rest of the airline industry.
|
•
|
DGS sale adjustment. We adjust for the DGS sale for the same reason described above under the heading pre-tax income, adjusted.
|
|
Three Months Ended March 31,
|
|||||
|
2019
|
2018
|
||||
TRASM
|
|
16.78
|
¢
|
|
16.77
|
¢
|
Adjusted for:
|
|
|
||||
Third-party refinery sales
|
(0.08
|
)
|
(0.36
|
)
|
||
DGS sale adjustment
|
—
|
|
(0.10
|
)
|
||
TRASM, adjusted
|
|
16.70
|
¢
|
|
16.31
|
¢
|
•
|
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.
|
•
|
Ancillary businesses and refinery. These expenses include aircraft maintenance we provide to third parties, our vacation wholesale operations and refinery cost of sales to third parties. 2018 results also include staffing services performed by DGS. Because these businesses are not related to the generation of a seat mile, we adjust for the costs related to these areas to provide a more meaningful comparison of the costs of our airline operations to the rest of the airline industry.
|
•
|
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.
|
|
Three Months Ended March 31,
|
|||||
|
2019
|
2018
|
||||
CASM
|
|
15.14
|
¢
|
|
15.35
|
¢
|
Adjusted for:
|
|
|
||||
Aircraft fuel and related taxes
|
(3.17
|
)
|
(3.12
|
)
|
||
Ancillary businesses and refinery
|
(0.56
|
)
|
(0.83
|
)
|
||
Profit sharing
|
(0.35
|
)
|
(0.32
|
)
|
||
CASM-Ex
|
|
11.06
|
¢
|
|
11.08
|
¢
|
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 2019
|
984,749
|
|
$
|
47.84
|
|
984,749
|
|
|
$
|
3,050
|
|
February 2019
|
20,504,030
|
|
$
|
50.97
|
|
20,504,030
|
|
|
$
|
2,050
|
|
March 2019
|
5,430,869
|
|
$
|
49.49
|
|
5,430,869
|
|
|
$
|
1,775
|
|
Total
|
26,919,648
|
|
|
26,919,648
|
|
|
|
10.1
|
15
|
31.1
|
31.2
|
32
|
101.INS
|
XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL 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 10, 2019
|
|
(i)
|
You hereby acknowledge that during the term of your employment with Delta Air Lines, Inc., its subsidiaries and affiliates (“Delta”), you have acquired and will continue to acquire knowledge of secret, confidential and proprietary information regarding Delta and its business that fits within the definition of “trade secrets” under the law of the State of Georgia and/or the law of the United States, including, without limitation, information regarding Delta’s present and future operations, its financial operations, marketing plans and strategies, alliance agreements and relationships, its
|
(ii)
|
You are notified by the virtue of this provision that federal law provides for immunity from liability for confidential disclosure of a trade secret as defined by federal law that is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney if that disclosure is made solely for the purpose of reporting or investigating a suspected violation of law or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
|
(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 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 Section 2(d) 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 Section 2(d)(ii) or Exhibit 1 hereto.
|
(ii)
|
During the term of your employment with Delta and for the one-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 of Delta or any of its subsidiaries/divisions on the Grant Date (or within two years prior to your termination of employment), to:
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(A)
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any of the following entities (including any successors thereto), any airline alliances (including Star Alliance and Oneworld) or airline industry associations (including Airlines for America and International Air Transport Association) 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., Frontier Airlines, Inc., Jet Blue Airways Corporation, Southwest Airlines Co., Spirit Airlines, Inc., United Continental Holdings, Inc., Avianca S.A., Emirates Group, Etihad Airways P.J.S.C., International Consolidated Airlines Group, S.A., LATAM Airlines Group S.A. or Qatar Airways;
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(B)
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any passenger or cargo air carrier that is more than 25% owned by Emirates Group, Etihad Airways P.J.S.C. or Qatar Airways;
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(C)
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if not included in clause (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 clause (C) shall not apply to employment with Delta profit sharing joint venture partners Aerovías de Mexico, S.A. de C.V. (Aeromexico), Air France KLM Group, GOL Linhas Aéreas S.A., Korean Air Lines Co., LTD or Virgin Atlantic Airways Limited, but shall apply to Campagnia Aerea Italiana S.p.A. (Alitalia); or
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(D)
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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 division.
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(iii)
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Nothing in this Section 2(d) will restrict your employment in any position, function, or role with any airline or entity not defined in Section 2(d) or Exhibit 1 hereto. Further, notwithstanding anything in this Section 2(d) to the contrary, these restrictions shall not apply to employment with DAL Global Services, LLC for any period during which Delta owns at least 49% thereof.
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DELTA AIR LINES, INC.
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By:
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Name: Robert L. Kight
Title: Senior Vice President–Human Resources |
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PARTICIPANT
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Date:
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1.
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I have reviewed this quarterly report on Form 10-Q of Delta Air Lines, Inc. ("Delta") for the quarterly period ended March 31, 2019;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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April 10, 2019
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/s/ Edward H. Bastian
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Edward H. Bastian
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Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Delta Air Lines, Inc. ("Delta") for the quarterly period ended March 31, 2019;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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April 10, 2019
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/s/ Paul A. Jacobson
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Paul A. Jacobson
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Executive Vice President and Chief Financial Officer
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1.
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such Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
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2.
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Delta.
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/s/ Edward H. Bastian
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Edward H. Bastian
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Chief Executive Officer
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/s/ Paul A. Jacobson
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Paul A. Jacobson
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Executive Vice President and Chief Financial Officer
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