DAL 8-K Current Reports

Delta Air Lines 8-K Report, Financial Results (Oct 9, 2026)

Delta Air Lines, Inc. (DAL) reported results for the quarter ended September 30, 2026 in a press release furnished as Exhibit 99.1 to this Form 8-K. GAAP operating revenue was $20.19 billion, up 21% from $16.67 billion a year earlier, with operating income of $1.45 billion (7.2% margin, versus 10.1%) and diluted EPS of $1.15 versus $2.17. On an adjusted basis, operating revenue was $17.59 billion (up 16%), operating income was $1.66 billion, and diluted EPS was $1.72 versus $1.70. Management cited a sharp rise in fuel costs, with the adjusted average fuel price up 60% to $3.61 per gallon, and non-fuel unit cost (CASM-Ex) up 7.3%. Management guided to December quarter total revenue growth of approximately 20%, operating margin of 7% to 9%, and EPS of $1.15 to $1.65 based on an all-in fuel price of about $4.25 per gallon. For full-year 2026, the company outlined EPS of $5.10 to $5.60, free cash flow of approximately $2.5 billion, and gross leverage of approximately 2.2x. The CEO stated the company expects pre-tax profit of roughly $4.5 billion for the full year while absorbing a $6 billion increase in fuel costs. Balance sheet metrics improved: adjusted net debt was $13.35 billion, down $950 million from year-end 2025, and free cash flow for the September quarter was $463 million. Management plans to pay down more than $2 billion of debt in 2026. Liquidity stood at $6.9 billion, including $3.1 billion of undrawn revolver capacity.

Oct 9, 2026 8-K

Material AgreementsFinancial Events

Delta Air Lines 8-K Report, Financial Results (Jul 10, 2026)

Delta Air Lines, Inc. (DAL) reported June quarter 2026 results in a press release furnished as Exhibit 99.1 to this Form 8-K. GAAP operating revenue rose 19% to $19.76 billion, with operating income of $1.86 billion (9.4% operating margin) and diluted EPS of $2.44, down from $3.27 a year earlier. On an adjusted basis, which excludes third-party refinery sales, mark-to-market hedge and investment adjustments and other items, operating revenue was $17.67 billion (up 13.9%), operating margin was 8.8% and EPS was $1.56, versus $2.12. Management said it absorbed the highest quarterly fuel expense in its history, with adjusted fuel price of $3.93 per gallon, up 75% year over year. For the September quarter, Delta guided to total revenue growth of up mid-teens year over year, an operating margin of 11% to 13%, and EPS of $2.00 to $2.50, assuming fuel at the forward curve as of July 2, 2026, with an all-in fuel price of approximately $3.15 per gallon. For full-year 2026, the company affirmed adjusted EPS guidance of $6.50 to $7.50 and free cash flow of $3 to $4 billion, and expects gross leverage of approximately 2x by year-end. The filing also states the company announced a 15% increase to its dividend beginning in the September quarter. Balance sheet metrics improved: adjusted net debt was $13.59 billion at June 30, 2026, down $709 million from year-end 2025, and liquidity was $7.7 billion. Second-quarter free cash flow was $209 million, down from $733 million a year earlier, reflecting higher capital expenditures and lower operating cash flow.

Jul 10, 2026 8-K

Shareholder Matters

Delta Air Lines 8-K Report, Shareholder Vote Results (Jun 22, 2026)

Delta Air Lines, Inc. filed this Form 8-K on June 22, 2026 to report the results of its Annual Meeting of Shareholders, held June 18, 2026. Five proposals were voted on, as described in the company's definitive proxy statement filed April 24, 2026. Shareholders elected all fourteen director nominees, including Edward H. Bastian, Greg Creed, Judith J. McKenna and Sergio A. L. Rial, each serving until the next annual meeting. Each nominee received substantially more votes For than Against, though several drew notable opposition; David G. DeWalt received 21,625,693 Against votes and Sergio A. L. Rial received 18,548,337. Shareholders approved the advisory vote on executive compensation, with 503,418,157 votes For against 13,127,616 Against and 585,932 Abstain. They also ratified Ernst & Young LLP as independent auditors for 2026, with 567,469,129 For, 24,576,694 Against and 374,978 Abstain. Two shareholder proposals were not approved. A proposal to allow shareholders to act by written consent received 160,742,873 For and 349,243,354 Against, and a proposal to adopt cumulative voting for director elections received 20,465,549 For and 489,358,644 Against. Both failed to gain majority support.

Jun 22, 2026 8-K

Delta Air Lines 8-K Report, Material Agreement (Jun 12, 2026)

On June 11, 2026, Delta Air Lines, Inc. entered into a new credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. The Credit Facility refinances and fully replaces Delta's existing credit agreement dated November 6, 2023. Proceeds of borrowings will be used in part to refinance the Existing Credit Facility and for general corporate purposes. The facility was undrawn when Delta entered into it. The Credit Facility includes a $2.650 billion revolving facility, made up of a $1.325 billion three-year tranche and a $1.325 billion five-year tranche, plus a separate standby letter of credit facility that remains uncommitted. Up to $250 million of each of the three-year and five-year tranches may be used for letters of credit. An accordion feature allows aggregate commitments to be increased up to $3.65 billion at Delta's request, subject to certain conditions. Borrowings under the revolving tranches bear interest at adjusted term SOFR, or another index rate, plus a specified margin. The agreement contains affirmative, negative and financial covenants, including restrictions on liens on or disposition of a designated pool of assets, and requires Delta to maintain a Minimum Fixed Charge Coverage Ratio of 1.25:1 and a Minimum Asset Coverage Ratio of 1.25:1. Customary events of default apply, including cross-default to other material indebtedness, and obligations may be accelerated upon an event of default.

Jun 12, 2026 8-K

Delta Air Lines 8-K Report, Financial Results (Apr 8, 2026)

Delta Air Lines, Inc. reported March quarter 2026 results in an 8-K furnished under Item 2.02, attaching a press release. On a GAAP basis, operating revenue was $15.9 billion, operating income was $501 million (3.2% margin), and the company posted a pre-tax loss of $214 million and a loss of $0.44 per share. On a non-GAAP basis, operating revenue was $14.2 billion, operating income was $652 million (4.6% margin), pre-tax income was $532 million, and earnings were $0.64 per share. Operating cash flow was $2.4 billion. Management said March quarter total revenue rose 9.4% year over year to a record $14.2 billion, led by premium, corporate and loyalty revenue, and that adjusted non-fuel unit costs (CASM-Ex) rose 6%. For the June 2026 quarter, Delta guided to total revenue up low-teens year over year on flat capacity, an operating margin of 6% to 8%, and EPS of $1.00 to $1.50. The company expects pre-tax profit of around $1 billion, which it says reflects a more than $2 billion increase in fuel expense at the forward curve as of April 2, 2026. The guidance assumes an all-in fuel price of about $4.30 per gallon and a refinery benefit of approximately $300 million. Balance sheet metrics were stronger: adjusted net debt fell to $13.5 billion, a $760 million reduction from year-end 2025 and below 2019 levels, and liquidity was $8.1 billion including $3.1 billion of undrawn revolver capacity. Management highlighted investment-grade ratings at all three major agencies and a free cash flow figure of $1.2 billion for the quarter.

Apr 8, 2026 8-K

Delta Air Lines 8-K Report, Regulation FD Disclosure (Mar 17, 2026)

Delta Air Lines, Inc. (DAL) filed this Form 8-K on March 17, 2026 under Item 7.01 (Regulation FD Disclosure) to furnish an investor presentation for executives' appearance at the J.P. Morgan Industrials Conference that day at 7:30 a.m. ET. The filing itself contains no financial statements; its substance is the furnished Exhibit 99.1 presentation, which is furnished rather than filed for purposes of Section 18 of the Exchange Act. The presentation states that Delta is raising revenue guidance on demand momentum, with consumer and corporate trends having accelerated into March and strength across main cabin, premium, loyalty and MRO revenue. It projects March quarter 2026 total revenue growth of high-single digits (updated from the initial 5-7% guide issued January 13, 2026), while noting that March quarter earnings are expected within the initial guidance range. Management says it is maintaining capacity flexibility if elevated fuel prices persist, and that winter storms affected capacity growth. March quarter non-fuel unit costs are expected to rise mid-single digits year over year. On longer-term financial positioning, the presentation reports 2025 free cash flow of $4.6 billion, after-tax return on invested capital of 12%, and a 1.9x net leverage ratio, with a 2026 target of roughly 1.5x. It also sets three-to-five-year targets including a mid-teens operating margin, 15%+ ROIC, $3-5 billion annual free cash flow, and 10% EPS growth. All figures are non-GAAP where noted and are adjusted for special items.

Mar 17, 2026 8-K

Delta Air Lines 8-K Report, Executive Changes (Mar 5, 2026)

Delta Air Lines, Inc. (DAL) reported in a Form 8-K filed March 5, 2026 that it is making a series of senior leadership changes under Item 5.02. John E. Laughter, Executive Vice President - Chief of Operations and President - Delta TechOps, will retire effective April 30, 2026, and he has been designated as Delta's principal operating officer. Effective April 1, 2026, Peter W. Carter (currently Executive Vice President - Chief External Affairs Officer) is being appointed President, Daniel C. Janki (currently Executive Vice President - Chief Financial Officer) is being appointed Executive Vice President - Chief Operating Officer, and Erik S. Snell (currently Executive Vice President - Chief Customer Experience Officer) is being appointed Executive Vice President - Chief Financial Officer. The accompanying news hub story, filed as Exhibit 99.1, adds further detail. Carter's expanded remit as President covers enterprise strategy alongside global policy and legal matters, the international portfolio, real estate, and sustainability and diversity teams. Janki's COO role will oversee Airport Customer Service, Flight Operations, In-Flight Service, Operations & Customer Center, Reservation Sales and Customer Care, Technical Operations, and Corporate Safety, Security and Compliance. Snell will oversee the Finance organization, Fleet and Supply Chain teams, and refinery subsidiary Monroe Energy. The filing also states that Alicia Tillman, Chief Marketing Officer, has decided to pursue opportunities outside Delta, and that Ranjan Goswami will become Chief Marketing and Product Officer. Alain Bellemare, EVP and President - International, will additionally serve as Chairman of Delta TechOps. Carter, Janki, Snell and Goswami will all report directly to CEO Ed Bastian. For investors, the changes center on continuity in operations and finance: a long-tenured operations leader is retiring, and the CFO role passes to an internal executive who previously ran customer experience. The filing does not disclose financial results, guidance, or compensation terms for the appointees.

Mar 5, 2026 8-K

Earnings & ResultsMaterial AgreementsExhibits & Filings

Delta Air Lines 8-K Report, Executive Changes (Feb 13, 2026)

Delta Air Lines, Inc. (DAL) filed this Current Report on Form 8-K dated February 13, 2026, under Item 5.02 (Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers). The filing is a leadership change announcement affecting the company's principal accounting officer role, with no financial results, transactions, or other financial figures disclosed. Delta has announced that William C. Carroll, who has served as its principal accounting officer, will retire effective March 31, 2026. In his place, Julia A. McConnell, age 57, is being designated as principal accounting officer effective April 1, 2026. The transition gives Delta a one-day gap-free handoff between the outgoing and incoming officers. Ms. McConnell joined Delta in March 2025. Previously, she served as Senior Vice President and Chief Accounting Officer of WestRock Company from June 2020 to December 2024, and held finance leadership roles of increasing responsibility at Carter's, Inc., PepsiCo, Inc., and PricewaterhouseCoopers. For investors, this is a routine succession within the finance function, and the filing does not indicate any disagreement or change in accounting policy.

Feb 13, 2026 8-K

Material Agreements

Delta Air Lines 8-K Report, Material Agreement (Jan 27, 2026)

Delta Air Lines, Inc. (DAL) reported in a Form 8-K filed January 27, 2026 that on that date it entered into a definitive agreement with Airbus S.A.S. to purchase 16 Airbus A330-900 aircraft and 15 Airbus A350-900 aircraft. The agreement also includes an option to purchase up to an additional 20 widebody aircraft. Deliveries are scheduled to begin in 2029. The A330-900 will be powered by Rolls-Royce's Trent 7000 engine, and the A350-900 by the Trent XWB-84 EP engine. Delta states that the order falls within its previously announced capital expenditure and capacity targets, and that it has obtained long-term financing for a substantial portion of the purchase price of each aircraft. The filing is a Item 1.01 disclosure of a material definitive agreement. It contains no financial results, guidance, or other financial metrics beyond the aircraft counts, engine suppliers, delivery timing, and financing statement.

Jan 27, 2026 8-K

Delta Air Lines 8-K Report, Material Agreement (Jan 13, 2026)

Delta Air Lines, Inc. (NYSE: DAL) filed an 8-K on January 13, 2026 furnishing its results for the December quarter and full year 2025 (Exhibit 99.1 press release and Exhibit 99.2 supplemental information) and disclosing a material agreement with The Boeing Company. For the December quarter 2025, GAAP operating revenue was $16.0 billion, operating income was $1.5 billion (9.2% margin), and diluted EPS was $1.86. For full year 2025, GAAP operating revenue was $63.4 billion, operating income was $5.8 billion (9.2% margin), pre-tax income was $6.2 billion, and diluted EPS was $7.66. Non-GAAP full-year diluted EPS was $5.82, with free cash flow of $4.6 billion, adjusted debt to EBITDAR of 2.4x, and return on invested capital of 12.0%. Total debt and finance lease obligations were $14.1 billion at year end, down from $16.2 billion a year earlier. Management guided to full-year 2026 GAAP-free non-GAAP EPS of $6.50 to $7.50, described as 20% growth at the midpoint, and free cash flow of $3 billion to $4 billion. For the March 2026 quarter, it guided to total revenue growth of 5% to 7% year over year, an operating margin of 4.5% to 6%, and EPS of $0.50 to $0.90. Management also said MRO will now be reported separately and excluded from the non-fuel unit cost metric, and that MRO revenue grew 25% in 2025 with 2026 growth expected above 20%. Separately, Delta agreed on January 12, 2026 to acquire 30 Boeing 787-10 aircraft, with an option for 30 more, with deliveries beginning in 2031. The filing states the order is within Delta's previously announced capital expenditure and capacity targets and that long-term financing has been obtained for a substantial portion of the purchase price of each aircraft.

Jan 13, 2026 8-K

Delta Air Lines 8-K Report, Executive Changes (Dec 17, 2025)

Delta Air Lines, Inc. (DAL) reported in this Form 8-K dated December 17, 2025 that Glen W. Hauenstein, Delta's President, has notified the company of his decision to retire, effective February 28, 2026. The disclosure is filed under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers), and the company's News Hub story announcing the retirement is attached as Exhibit 99.1. According to the press release, Hauenstein joined Delta in 2005 and led the team that transformed the network from a primarily domestic operation into a global footprint, with partnerships including Virgin Atlantic, Air France-KLM, LATAM, Aeromexico and Korean Air. The release credits him with building the commercial teams that developed Delta's revenue premium relative to competitors. Hauenstein will remain a strategic advisor through the end of 2026. Joe Esposito, a 35-year Delta veteran currently serving as S.V.P. – Network Planning, Pricing and Revenue Management, will become E.V.P. – Chief Commercial Officer, overseeing network planning, revenue management, sales and loyalty. Several executives will report to Esposito, and Holden Shannon, S.V.P. – Corporate Real Estate, will move to report to Peter Carter, Chief External Affairs Officer. The filing does not provide financial results or quantified impacts of the leadership change.

Dec 17, 2025 8-K

Delta Air Lines 8-K Report, Regulation FD Disclosure (Dec 3, 2025)

Delta Air Lines, Inc. furnished this Form 8-K under Item 7.01 (Regulation FD Disclosure) in connection with a webcast fireside chat at the Morgan Stanley Global Consumer & Retail Conference on December 3, 2025, starting at 8:45 a.m. ET. At the conference, Delta said demand remains healthy for the December quarter and that trends are strong for early 2026. Delta reported that growth in travel bookings has returned to its initial expectations after a temporary softening in November tied to the government shutdown. The company said this shutdown-related softening is expected to reduce its December quarter pre-tax profit by approximately $200 million, equating to approximately 25 cents of earnings per share. The disclosure is an update on near-term demand and profitability rather than a full financial report. The filing includes standard forward-looking statement cautions, citing risks such as fuel costs, labor disruptions, competition, and regulatory and economic conditions, and references Delta's Form 10-K for the fiscal year ended December 31, 2024 for further risk information.

Dec 3, 2025 8-K

Material AgreementsFinancial Events

Delta Air Lines 8-K Report, Financial Results (Oct 9, 2025)

Delta Air Lines, Inc. furnished a press release (Exhibit 99.1) reporting its financial results for the quarter ended September 30, 2025. On a GAAP basis, September quarter operating revenue was $16.7 billion, up 6% from $15.7 billion a year earlier, with operating income of $1.7 billion (10.1% operating margin, up from 8.9%) and diluted EPS of $2.17 versus $1.97. On a non-GAAP basis, operating revenue was $15.2 billion, up 4.1% year-over-year, a record September quarter, with adjusted operating margin of 11.2% and adjusted diluted EPS of $1.71 versus $1.50. Adjusted non-fuel unit cost (CASM-Ex) was 13.35 cents, up 0.3%, and adjusted fuel price fell 11% to $2.25 per gallon. Management said sales trends accelerated over the last six weeks and that Domestic passenger revenue grew 5%, while Atlantic revenue declined 2%. Balance sheet metrics were highlighted, including total debt and finance lease obligations of $14.9 billion, adjusted net debt of $15.6 billion (down $2.4 billion from year-end 2024), gross leverage of 2.4x, and liquidity of $6.9 billion. Free cash flow for the quarter was $833 million, and the company cited year-to-date debt paydown of nearly $2 billion. For the outlook, Delta guided December quarter operating margin of 10.5% to 12%, adjusted EPS of $1.60 to $1.90, and total revenue growth of 2% to 4%. For full year 2025, it expects adjusted EPS of approximately $6, in the upper half of July guidance, and free cash flow of $3.5 to $4 billion. The company also said it is positioned for top-line growth, margin expansion and earnings improvement in 2026, consistent with its long-term financial framework.

Oct 9, 2025 8-K

Delta Air Lines 8-K Report, Material Agreement (Sep 30, 2025)

On September 30, 2025, Delta Air Lines, Inc. and its indirect wholly-owned subsidiary SkyMiles IP Ltd., a Cayman Islands exempted company, entered into Amendment No. 2 to the term loan credit and guaranty agreement dated September 23, 2020 for the SkyMiles Credit Facility, with Barclays Bank PLC acting as administrative agent, lead arranger and lender. The amendment refinances the facility's existing term loans with replacement term loans bearing interest at adjusted term SOFR (floor of 0.0%) plus a reduced margin of 1.50% per annum, payable quarterly. The amendment also extends the scheduled maturity of the facility from October 20, 2027 to October 20, 2028 and reduces annual amortization payments from 20.0% to 1.0%, payable quarterly. It adds a 1.00% prepayment premium that applies if a Repricing Event (as defined in the amended agreement) occurs within six months after September 30, 2025. The filing states there were no other material changes to the facility's terms. The filing is brief, and it is signed by Daniel C. Janki, Executive Vice President and Chief Financial Officer. Under Items 1.01 and 2.03, it reports the creation of a direct financial obligation through the amended facility.

Sep 30, 2025 8-K

Delta Air Lines 8-K Report, Regulation FD Disclosure (Sep 11, 2025)

Delta Air Lines, Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) on September 11, 2025 to reaffirm its earnings outlook for the September quarter and full year 2025, which it originally provided on July 10, 2025. Executives were scheduled to present at the Morgan Stanley Laguna Conference that day at 7:45 a.m. PT / 10:45 a.m. ET. Delta cited industry-leading operational performance, improved demand trends and industry supply rationalization as supporting its outlook. For the September quarter, Delta expects total revenue growth of 2 to 4 percent over the prior year, placed in the upper half of its initial guidance range. The filing presents projected total revenue of $16.0 to $16.3 billion for the three months ended September 30, 2025, versus $15.68 billion in the prior-year period. Adjusted for third-party refinery sales, which Delta excludes to better compare its airline operations with other airlines, projected revenue is $14.9 to $15.2 billion, compared with $14.59 billion in the prior-year period. The filing includes a non-GAAP reconciliation and standard forward-looking statement cautions, including risks tied to fuel costs, Monroe Energy's Trainer refinery, labor, and competition. The filing is signed by Daniel C. Janki, Executive Vice President and Chief Financial Officer.

Sep 11, 2025 8-K

Leadership ChangesShareholder Matters

Delta Air Lines 8-K Report, Financial Results (Jul 10, 2025)

Delta Air Lines, Inc. furnished a press release (Exhibit 99.1) reporting results for the quarter ended June 30, 2025. GAAP operating revenue was $16.6 billion, operating income $2.1 billion with a 12.6 percent operating margin, pre-tax income $2.6 billion, and diluted EPS of $3.27. On a non-GAAP basis, operating revenue was $15.5 billion, operating margin 13.2 percent, and diluted EPS $2.10. Operating cash flow was $1.9 billion (GAAP) and free cash flow was $733 million in the quarter. Adjusted net debt was $16.3 billion at quarter end, down $1.7 billion from year-end 2024. Management guided the September quarter to EPS of $1.25 to $1.75 with a 9 to 11 percent operating margin and total revenue flat to up 4 percent year over year. For full year 2025, Delta restored guidance of EPS of $5.25 to $6.25, free cash flow of $3 to $4 billion, and gross leverage below 2.5x. The company also announced a 25 percent increase to its quarterly dividend beginning in the September quarter and said it expects to pay down $3 billion of debt this year. Management described demand as stabilized at levels flat to last year, with June quarter TRASM (adjusted) down 3 percent and non-fuel unit cost growth of 2.7 percent. Diverse, high-margin revenue streams contributed 59 percent of adjusted revenue, and American Express remuneration was $2 billion, up 10 percent.

Jul 10, 2025 8-K

Delta Air Lines 8-K Report, Executive Changes (Jun 20, 2025)

Delta Air Lines, Inc. reported in this Form 8-K, filed June 20, 2025, the results of its 2025 Annual Meeting of Shareholders, held June 19, 2025. Shareholders approved the amended and restated Delta Air Lines, Inc. Performance Compensation Plan, which was previously approved by the Board subject to shareholder approval. The amendment increases the number of shares authorized for issuance under the plan by 9,600,000 and extends the plan's expiration date from June 10, 2026 to June 19, 2035. Other material terms are unchanged. The plan's full description is incorporated by reference from the definitive proxy statement filed April 25, 2025. All fourteen director nominees were elected. Shareholders also approved the advisory vote on executive compensation and ratified Ernst & Young LLP as independent auditors for 2025. A shareholder proposal to allow shareholders to act by written consent was not approved, with 198,223,483 votes for, 262,330,586 against, and 7,204,195 abstentions. For investors, the filing's main points are governance and compensation: the expanded equity plan capacity and extended term, continued strong shareholder support for management's slate and pay proposals, and rejection of the written consent proposal. The filing does not report financial results or operating metrics.

Jun 20, 2025 8-K

Material AgreementsOther EventsExhibits & Filings

Delta Air Lines 8-K Report, Material Agreement (Jun 10, 2025)

Delta Air Lines, Inc. (DAL) completed a public offering on June 5, 2025 of $2.0 billion in aggregate principal amount of unsecured notes, consisting of $1.0 billion of 4.950% Notes due July 10, 2028 and $1.0 billion of 5.250% Notes due July 10, 2030. The notes are direct, unsecured, unsubordinated obligations that rank pari passu with all other unsubordinated indebtedness, and interest is payable semi-annually on January 10 and July 10, beginning January 10, 2026. The notes were issued under a Base Indenture dated March 6, 2017, as supplemented by a Sixth Supplemental Indenture dated June 10, 2025, with U.S. Bank Trust Company, National Association as trustee. The offering was registered under an automatic shelf registration statement on Form S-3 (File No. 333-272728). Delta intends to use a portion of the net proceeds to repay all or a portion of the approximately $1.65 billion outstanding under its unsecured Payroll Support Program loan, which is due April 19, 2030, with the remainder to be used for general corporate purposes. The Indenture contains covenants limiting liens securing indebtedness for borrowed money or capital leases and limiting mergers, consolidations, and transfers of all or substantially all assets, subject to specified exceptions. Event of default provisions are consistent with Delta's recent unsecured debt offerings. The notes include optional redemption provisions, with a make-whole-style redemption price before June 10, 2028 for the 2028 Notes and before June 10, 2030 for the 2030 Notes, and redemption at 100% of principal plus accrued interest thereafter. Upon a Change of Control accompanied by a ratings decline of any series by two or more rating agencies to below investment grade, Delta must offer to repurchase that series at 101% of principal plus accrued interest. The filing also discloses an underwriting agreement dated June 5, 2025 with Morgan Stanley & Co. LLC, Barclays Capital Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC as representatives of the underwriters.

Jun 10, 2025 8-K

Delta Air Lines 8-K Report, Regulation FD Disclosure (May 9, 2025)

Delta Air Lines, Inc. (DAL) filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to announce its participation in a planned acquisition of minority equity stakes in WestJet, the Canadian airline. Under agreements announced May 9, 2025, Delta and Korean Air would acquire independent equity stakes totaling 25% in WestJet for US$550 million from Onex Partners and its affiliated funds and co-investors (the Onex Group). Delta would invest US$330 million for a 15% stake, and Korean Air would invest US$220 million for a 10% stake. The Onex Group will continue to own and control WestJet. The transaction is subject to certain regulatory approvals. Upon closing, Delta has the right and intent to sell and transfer a 2.3% stake in WestJet to its joint venture partner Air France-KLM in exchange for US$50 million. That separate transaction would remain subject to certain Air France-KLM approvals. The filing describes the arrangement as building on the existing codeshare relationships Delta and Korean Air each have with WestJet, with the stated aim of expanding customer benefits and transpacific and transatlantic connectivity. The filing is signed by Daniel C. Janki, Executive Vice President and Chief Financial Officer, and the press release is furnished as Exhibit 99.1. The 8-K itself contains no financial results, and the filing does not state the financial impact of the investment on Delta's earnings or balance sheet.

May 9, 2025 8-K

Delta Air Lines 8-K Report, Regulation FD Disclosure (May 1, 2025)

On May 1, 2025, Delta Air Lines, Inc. (DAL) disclosed under Item 7.01 (Regulation FD) that its Board of Directors has authorized a $1 billion share repurchase program, to be completed no later than June 30, 2028. Combined with the current quarterly dividend, Delta plans to return over $2 billion to shareholders over the next three years. The company states the plan is consistent with the capital allocation framework introduced at its November 2024 Investor Day, which includes a long-term gross leverage target of 1x and unencumbered assets in excess of $40 billion. Delta describes its capital allocation priorities as reinvesting in the business, reducing financial risk through debt reduction, and increasing shareholder returns as leverage targets are approached. The Board is authorizing opportunistic repurchases to provide flexibility during periods of market volatility, and it is committed to steady dividend growth. Delta notes that it historically reassesses the level of its quarterly dividend payout at the June Board meeting. The Board cites the company's strong cash flow generation and an investment-grade balance sheet that has recently achieved its highest credit ratings in the last 30 years as the basis for its confidence. Repurchases may be executed through open market purchases, privately negotiated transactions, block trades, or accelerated share repurchases, in compliance with SEC Rule 10b-18, and will depend on market and economic conditions, legal requirements, and other factors. The filing is signed by Daniel C. Janki, Executive Vice President and Chief Financial Officer.

May 1, 2025 8-K/A

Delta Air Lines 8-K/A Report, Executive Changes (Apr 25, 2025)

Delta Air Lines, Inc. filed this Form 8-K/A-style amendment on April 25, 2025 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing amends two prior Current Reports on Form 8-K, filed December 13, 2024 and January 15, 2025, which reported the election of Christophe Beck and Judith McKenna to Delta's Board of Directors. Those earlier filings were made before the Board had determined committee assignments for the two new directors. The amendment states that, as of April 23, 2025, the Board of Directors appointed both Mr. Beck and Ms. McKenna to serve on the Board's Audit Committee and Safety & Security Committee. The filing is administrative in nature and does not report any financial results, guidance, transactions, or compensation arrangements. For investors, the key takeaway is governance-related: Delta's Board has completed committee assignments for two recently elected directors, placing both on the Audit Committee, which oversees financial reporting and controls, and on the Safety & Security Committee. The filing is signed by Peter W. Carter, Executive Vice President – Chief External Affairs Officer.

Apr 25, 2025 8-K

Delta Air Lines 8-K Report, Financial Results (Apr 9, 2025)

Delta Air Lines, Inc. reported March quarter 2025 results on April 9, 2025, with GAAP operating revenue of $14.0 billion, up 2% from $13.7 billion a year earlier, and GAAP operating income of $569 million at a 4.0% operating margin (versus 4.5% in 1Q24). GAAP diluted EPS was $0.37, compared with $0.06 a year earlier, and GAAP pre-tax income was $320 million. On an adjusted basis, which excludes third-party refinery sales and mark-to-market items, operating revenue was $12.98 billion (up 3.3%), operating income was $591 million (4.6% margin), and diluted EPS was $0.46. Adjusted TRASM fell 1.0%, while non-fuel unit cost (CASM-Ex) rose 2.6% to 14.44 cents. Premium ticket revenue grew 7% and loyalty travel awards grew 11%, and management said diverse revenue streams were nearly 60% of total revenue. The outlook is more cautious. Delta guided June quarter 2025 total revenue to down 2% to up 2% year over year, an operating margin of 11% to 14%, and EPS of $1.70 to $2.30, with June quarter profitability expected at $1.5 to $2 billion. The company is not reaffirming full-year 2025 guidance, citing broad economic uncertainty around global trade, and plans to reduce planned second-half capacity growth to flat year over year. Balance sheet metrics improved. Adjusted net debt was $16.9 billion, down $1.1 billion from year-end 2024, and gross leverage was 2.6x. Management expects to repay at least $3 billion of debt in 2025 and said Moody's upgraded the company's credit rating during the quarter. Liquidity was $6.8 billion, and free cash flow was $1.28 billion on an adjusted basis.

Apr 9, 2025 8-K

Delta Air Lines 8-K Report, Regulation FD Disclosure (Mar 10, 2025)

On March 10, 2025, Delta Air Lines, Inc. filed an 8-K under Item 7.01 (Regulation FD Disclosure) to furnish a presentation for the J.P. Morgan Industrials Conference on March 11, 2025, and to revise its March quarter 2025 outlook, previously provided on January 10, 2025. Delta now expects total revenue growth of 3% to 4% year-over-year for the March quarter, down from the prior guidance of 7% to 9%. The company attributes the revision to reduced consumer and corporate confidence from increased macro uncertainty, which is driving softness in Domestic demand. Premium, international and loyalty revenue growth trends are described as consistent with expectations. Revised first-quarter 2025 guidance also lowers operating margin to 4% to 5% (adjusted; GAAP 3% to 4%) from 6% to 8%, and earnings per share to $0.30 to $0.50 from $0.70 to $1.00. The filing reconciles these non-GAAP measures, which exclude third-party refinery sales and mark-to-market adjustments on investments. The GAAP diluted EPS projection is $0.40 to $0.60, and the non-GAAP projection is $0.30 to $0.50. The accompanying presentation highlights that the March quarter is still expected to be solidly profitable, citing strength in premium, loyalty, Transatlantic and Pacific revenue, and an oil price decline of $10 per barrel from peak levels in the quarter. It also restates a three-to-five-year framework targeting mid-teens operating margin, 10% EPS growth, $3 to $5 billion of free cash flow, and 15%+ return on invested capital. Delta reported a 2024 after-tax ROIC of 12.9%.

Mar 10, 2025 8-K

Delta Air Lines 8-K Report, Executive Changes (Jan 15, 2025)

Delta Air Lines, Inc. (DAL) filed this Form 8-K on January 15, 2025 to report that its Board of Directors elected Judith McKenna as a director, effective February 7, 2025. The Board expects to appoint her to one or more committees at a later date, to be determined. She will be compensated on the same basis as Delta's other non-employee directors, with director compensation described in the Director Compensation section of Delta's 2024 proxy statement. According to the attached press release (Exhibit 99.1), Ms. McKenna most recently served as President and Chief Executive Officer of Walmart International until her retirement in January 2024. She spent 27 years at Walmart in senior roles and previously served as COO and CFO of Asda. She currently serves as a non-executive director of Unilever PLC. The press release quotes David Taylor, Delta's non-executive Chair of the Board, welcoming her leadership and global management experience. The filing reports no financial results, operational metrics, or changes to executive compensation. Its investor relevance is limited to board composition and governance.

Jan 15, 2025 8-K

Delta Air Lines 8-K Report, Financial Results (Jan 10, 2025)

Delta Air Lines, Inc. furnished a press release (Exhibit 99.1) reporting results for the quarter and full year ended December 31, 2024. For the December 2024 quarter, GAAP operating revenue was $15.6 billion, operating income was $1.7 billion (11.0% margin), pre-tax income was $1.2 billion, and diluted EPS was $1.29. Adjusted (non-GAAP) December quarter EPS was $1.85 and adjusted operating revenue was $14.4 billion, with adjusted free cash flow of $678 million. For full year 2024, GAAP operating revenue was $61.6 billion, GAAP pre-tax income was $4.7 billion and diluted EPS was $5.33. Adjusted full-year EPS was $6.16, adjusted free cash flow was $3.4 billion and adjusted debt to EBITDAR improved to 2.6x from 3.0x at the end of 2023. Management guided to 2025 EPS greater than $7.35, pre-tax income greater than $6 billion and free cash flow greater than $4 billion, with gross leverage of 2x or less. For the March 2025 quarter, the company expects total revenue growth of 7% to 9% year over year, an operating margin of 6% to 8%, and EPS of $0.70 to $1.00. The 2025 EPS guidance is stated as more than 10% growth over a normalized 2024 baseline that excludes a 45-cent impact from the CrowdStrike-caused outage in the September 2024 quarter. The filing highlights strong demand exiting 2024, with December quarter revenue growth of 5.7% on an adjusted basis, ahead of prior guidance of 2% to 4%. Management also noted that adjusted net debt fell $3.6 billion from year-end 2023 to $18.0 billion, and that Delta returned to investment grade at all three major credit rating agencies.

Jan 10, 2025 8-K

Delta Air Lines 8-K Report, Executive Changes (Dec 13, 2024)

Delta Air Lines, Inc. (DAL) filed this Form 8-K to report that its Board of Directors elected Christophe Beck to the Board effective immediately on December 12, 2024. The Board expects to appoint Mr. Beck to one or more committees, with assignments to be determined at a later date. Mr. Beck will receive compensation for his board service on the same basis as other non-employee directors, as described under "Director Compensation" in Delta's 2024 proxy statement. The filing is a governance update rather than a financial disclosure and contains no financial results, guidance, or transaction amounts. Mr. Beck is Chairman and Chief Executive Officer of Ecolab Inc. (NYSE:ECL), and the attached press release describes his roughly 30 years of global management, marketing, and sales experience, including earlier executive roles at Nestle from 1991 to 2006. David Taylor, Delta's non-executive Chair, said Mr. Beck's leadership experience and technological background will contribute meaningful expertise to the Board. For investors, the main takeaway is the addition of an experienced global executive to Delta's Board. The filing does not indicate any change in Delta's operations, financial position, or strategy.

Dec 13, 2024 8-K

Delta Air Lines 8-K Report, Regulation FD Disclosure (Nov 20, 2024)

Delta Air Lines, Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) on November 20, 2024 to furnish materials for its 2024 Investor Day webcast held that day in New York. The filing furnishes a press release (Exhibit 99.1) and the Investor Day presentation (Exhibit 99.2). Management, led by CEO Ed Bastian, CFO Dan Janki and President Glen Hauenstein, framed the event around three themes: Positioned to Win, Delivering Durability, and Creating Value. The company introduced a three-to-five-year financial framework covering margin expansion, durable earnings and free cash flow, and balance sheet strength. The press release reaffirmed expected December quarter 2024 financial guidance and gave preliminary 2025 commentary: capacity growth of three to four percent year-over-year, revenue growth in the mid-single digits, and non-fuel unit cost growth in the low-single digits. All guidance metrics are measured from a 2024 baseline that excludes the impact of the CrowdStrike-caused outage in the September 2024 quarter. The presentation's long-term targets (for 2027 to 2029) include a mid-teens operating margin, EPS growth of about 10% on average annually, $3 to 5 billion of annual free cash flow, gross leverage of 1x, and return on invested capital of 15% or more. It also outlines capital allocation of roughly 50% reinvestment and 50% shareholder returns, with $9 to 11 billion of annual operating cash flow. For investors, the key points are the reaffirmed quarterly guidance, the preliminary 2025 outlook, and the multi-year targets that tie capital allocation to debt reduction and shareholder returns. The filing also notes that the materials are furnished rather than filed, so they are not subject to Section 18 liability, and it carries standard forward-looking statement cautions.

Nov 20, 2024 8-K

Delta Air Lines 8-K Report, Financial Results (Oct 10, 2024)

Delta Air Lines, Inc. reported results for the quarter ended September 30, 2024 in a press release furnished as Exhibit 99.1, with supplemental information furnished as Exhibit 99.2. GAAP operating revenue was $15.7 billion, operating income was $1.4 billion (8.9% operating margin), and diluted EPS was $1.97. Excluding the impact of the CrowdStrike-caused outage and adjusting for third-party refinery sales and investment mark-to-market items, the company reported operating revenue of $14.6 billion, an operating margin of 9.4%, pre-tax income of $1.3 billion, and EPS of $1.50. The outage carried a direct revenue impact of approximately $380 million and a non-fuel expense impact of $170 million, and reduced September quarter EPS by 45 cents. For the December 2024 quarter, Delta guided to total revenue growth of 2% to 4% year over year, an operating margin of 11% to 13%, and EPS of $1.60 to $1.85, with capacity growth of 3% to 4%. Management expects pre-tax profit of $1.4 billion, up 30% from the prior year. Management also cited unit revenue growth improving sequentially in all geographic entities and positive unit revenue inflection in September for Domestic and Transatlantic. Non-GAAP adjusted total unit revenue (TRASM) declined 3.6% year over year, including a 1.1-point outage impact. On the balance sheet, adjusted net debt was $18.7 billion at quarter end, down $2.9 billion from year-end 2023. Year-to-date debt repayments totaled $2.4 billion, and the company reported year-to-date free cash flow of $2.7 billion. Fitch upgraded Delta to investment grade during the quarter, and the company is now investment grade at Moody's and Fitch and one notch from investment grade at S&P, which has a positive outlook. Adjusted debt to EBITDAR was 2.9x.

Oct 10, 2024 8-K

Delta Air Lines 8-K Report, Regulation FD Disclosure (Sep 12, 2024)

Delta Air Lines, Inc. furnished an Investor Update (Exhibit 99.1) under Item 7.01 on September 12, 2024, in connection with its participation in the Morgan Stanley Laguna Conference. The update highlights industry-leading operational performance, with Delta ranked #1 versus network peers (AA, UA) on completion factor and on-time performance year-to-date, based on FlightStats preliminary data through September 10, 2024. Management said unit revenue trends are improving through the quarter, with expected positive unit revenue growth in Domestic and Transatlantic in September. The update quantifies the financial impact of the technology-driven outage disclosed on August 8, which reduces September quarter earnings per share by 45 cents. Excluding that impact, September quarter EPS is expected at the high end of initial guidance. Drivers include capacity and revenue growth in line with initial guidance, a realized fuel price per gallon slightly below the initial $2.60 to $2.80 range, and non-fuel unit cost growth slightly above initial guidance. Weather disruption in July and August and an employee reward of confirmed flight passes add to costs. Non-operating expense is lower than expected due to a $70 million gain on the sale of 50% of Delta's stake in CLEAR Secure, Inc. For full year 2024, Delta expects EPS at or above the midpoint of its $6 to $7 guidance range, excluding the 45-cent outage impact on the September quarter. The current outlook shows total revenue up flat to 1% versus up 2% to 4% initially, and ASMs up about 4% versus up 5% to 6% initially, with CASM-Ex up about 5.5% versus up 1% to 2% initially. The filing also includes non-GAAP reconciliations for adjusted total revenue and CASM-Ex.

Sep 12, 2024 8-K

Delta Air Lines 8-K Report, Executive Changes (Aug 23, 2024)

Delta Air Lines, Inc. filed this Form 8-K under Item 5.02 to report that Michael Spanos, Delta's Executive Vice President and Chief Operating Officer, will depart the company effective August 31, 2024. The filing states that, in connection with his departure, Mr. Spanos will receive the benefits provided under the Delta Air Lines, Inc. Officer and Director Severance Plan and existing award agreements under the Delta Air Lines, Inc. Performance Compensation Plan. The filing is a brief leadership-change notice. It does not disclose a successor, an interim operating leader, or any financial results, guidance, or other operating information. Investors should note that the filing itself does not specify the terms or dollar value of the severance benefits or outstanding award treatment. For investors, the principal takeaway is a senior operational leadership transition at the top of Delta's operations, with the departure taking effect at the end of August 2024. The filing is signed by Peter W. Carter, Executive Vice President – External Affairs, and is dated August 23, 2024.

Aug 23, 2024 8-K

Delta Air Lines 8-K Report, Regulation FD Disclosure (Aug 8, 2024)

In an 8-K filed August 8, 2024 under Item 7.01 (Regulation FD Disclosure), Delta Air Lines, Inc. updated investors on the operational disruption caused by the CrowdStrike-related outage on July 19, 2024. The outage resulted in approximately 7,000 flight cancellations over five days. CEO Ed Bastian stated that the disruption was unacceptable and that Delta has since returned its operation to an industry-leading position. Delta is pursuing legal claims against CrowdStrike and Microsoft to recover damages from the outage, which the company states total at least $500 million. For the September 2024 quarter, Delta estimates a direct revenue impact of $380 million, driven mainly by refunds for cancelled flights and customer compensation in cash and SkyMiles. Non-fuel expense tied to the outage and recovery is estimated at $170 million, primarily from customer expense reimbursements and crew-related costs. Fuel expense is estimated to be $50 million lower because of the cancellations, which reduced projected year-over-year September quarter 2024 capacity growth by approximately 1.5 points. The filing is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Aug 8, 2024 8-K

Delta Air Lines 8-K Report, Financial Results (Jul 11, 2024)

Delta Air Lines, Inc. reported financial results for the quarter ended June 30, 2024, furnished in Exhibit 99.1 (press release) and Exhibit 99.2 (supplemental information) to this Form 8-K dated July 11, 2024. On a GAAP basis, the June quarter showed operating revenue of $16.66 billion, operating income of $2.27 billion (13.6% operating margin), pre-tax income of $1.77 billion, and diluted EPS of $2.01, compared with diluted EPS of $2.84 in the June 2023 quarter. On an adjusted (non-GAAP) basis, operating revenue was $15.41 billion, up 5.4% year over year, with an operating margin of 14.7%, pre-tax income of $2.00 billion, and adjusted EPS of $2.36. Operating cash flow was $2.45 billion and free cash flow was $1.27 billion on an adjusted basis. The company emphasized debt reduction, reporting adjusted net debt of $19.17 billion at quarter end, down $2.25 billion from December 31, 2023 (per the reconciliation table), and adjusted debt to EBITDAR of 2.8x, down from 3.0x. Management stated that debt reduction remains its top financial priority and that it is progressing toward investment-grade ratings. The company also announced a 50 percent increase in its quarterly dividend beginning in the September 2024 quarter and reiterated full-year 2024 guidance of EPS of $6 to $7 and free cash flow of $3 to $4 billion. For the September 2024 quarter, Delta guided to total revenue growth of 2% to 4% year over year, an operating margin of 11% to 13%, and EPS of $1.70 to $2.00, with capacity (ASMs) growth of 5% to 6% and non-fuel unit costs (CASM-Ex) up 1% to 2%. Management noted that capacity growth is decelerating into the second half as the company returns to a normal cadence of aircraft retirements.

Jul 11, 2024 8-K

Shareholder Matters

Delta Air Lines 8-K Report, Shareholder Vote Results (Jun 21, 2024)

At its Annual Meeting of Shareholders held on June 20, 2024, Delta Air Lines, Inc. shareholders voted on five proposals described in the company's definitive proxy statement filed April 26, 2024. All twelve director nominees were elected to serve until the next annual meeting. Edward H. Bastian received 436,797,922 votes for and 2,743,246 against, while David G. DeWalt (390,303,165 for, 43,856,702 against) and Sergio A. L. Rial (386,348,724 for, 53,071,960 against) received the lowest levels of support among the nominees. Shareholders approved the advisory vote on executive compensation, with 315,755,402 votes for, 117,643,089 against, and 6,690,477 abstaining. They also ratified the appointment of Ernst & Young LLP as independent auditors for 2024, with 534,382,369 votes for, 4,347,513 against, and 879,059 abstaining. Two shareholder proposals were not approved. A proposal requesting reporting related to third-party political contributions received 15,683,184 votes for and 411,090,147 against. A proposal requesting the adoption of a non-interference policy received 110,780,916 votes for and 321,514,451 against. The filing reports 99,519,973 broker non-votes on the matters where they applied.

Jun 21, 2024 8-K/A

Delta Air Lines 8-K/A Report, Executive Changes (Jun 20, 2024)

Delta Air Lines, Inc. filed this Form 8-K/A under Item 5.02 to amend its earlier April 26, 2024 Current Report on Form 8-K, which reported the election of Maria Black and Willie CW Chiang to Delta's Board of Directors. At the time of that original filing, the Board had not yet determined committee assignments for either director. This amendment solely reports the committee assignments made by the Board of Directors on June 20, 2024. Ms. Black was appointed to the Finance Committee and the Safety & Security Committee, while Mr. Chiang was appointed to the Audit Committee and the Safety & Security Committee. The filing is administrative in nature and contains no financial results, guidance, or changes to compensation. It is signed by Peter W. Carter, Executive Vice President – External Affairs, and dated June 20, 2024.

Jun 20, 2024 8-K

Delta Air Lines 8-K Report, Executive Changes (Apr 26, 2024)

Delta Air Lines, Inc. (DAL) filed this Form 8-K on April 26, 2024 under Item 5.02 to report that its Board of Directors elected two new directors, Maria Black and Willie CW Chiang, effective April 26, 2024. The Board elected them on April 25, 2024. The Board expects to appoint both to one or more committees at a later date, with assignments to be determined. Ms. Black is President and Chief Executive Officer of Automatic Data Processing, Inc. (ADP), a global human capital management technology company, and currently serves on ADP's board. Mr. Chiang is Chairman and Chief Executive Officer of Plains All American Pipeline, L.P. and its general partner, Plains GP Holdings, L.P., a midstream energy infrastructure and logistics company. Per the press release, the board chair, David Taylor, said the appointments bring technology, human capital management, and energy expertise to the board. According to the filing, both directors will be compensated on the same basis as Delta's other non-employee directors, with details described in the Director Compensation section of Delta's 2024 proxy statement. The filing is primarily a governance update and does not report any financial results or changes to Delta's operations.

Apr 26, 2024 8-K

Delta Air Lines 8-K Report, Financial Results (Apr 10, 2024)

Delta Air Lines, Inc. furnished a press release (Exhibit 99.1) and supplemental information (Exhibit 99.2) reporting its financial results for the quarter ended March 31, 2024. On a GAAP basis, operating revenue was $13.7 billion, operating income was $614 million (4.5% operating margin), pre-tax income was $122 million, and diluted EPS was $0.06. On an adjusted basis, operating revenue was $12.6 billion, up 6% year over year, operating income was $640 million (5.1% margin), pre-tax income was $380 million, and EPS was $0.45. Operating cash flow was $2.4 billion (GAAP) and $2.5 billion (adjusted), and adjusted free cash flow was $1.4 billion. Management cited record March quarter revenue, record completion factor, and corporate travel demand that grew 14% year over year. The company's balance sheet metrics improved. Adjusted net debt was $20.2 billion, down $1.2 billion from year-end 2023, and adjusted debt to EBITDAR was 2.9x versus 3.0x at December 31, 2023. Air traffic liability rose to $10.2 billion, up $3.1 billion from year-end 2023. Liquidity was $7.4 billion, including $2.9 billion of undrawn revolver capacity. Management stated it expects to repay at least $4 billion of debt in 2024. For outlook, Delta expects June quarter 2024 total revenue to grow 5% to 7% year over year, operating margin of 14% to 15%, and EPS of $2.20 to $2.50. For full-year 2024, the company reiterated EPS guidance of $6 to $7 and free cash flow guidance of $3 to $4 billion, along with adjusted debt to EBITDAR of 2x to 3x.

Apr 10, 2024 8-K

Earnings & ResultsMaterial AgreementsExhibits & Filings

Delta Air Lines 8-K Report, Regulation FD Disclosure (Mar 12, 2024)

Delta Air Lines, Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) on March 12, 2024, to state that executives would present at the J.P. Morgan Industrials Conference that day and to reaffirm its full-year 2024 and March quarter outlook, previously provided on January 12, 2024. Delta expects year-over-year total revenue growth for the March quarter to fall in the top half of its initial guidance range. The full-year 2024 forecast calls for earnings per share of $6 to $7, free cash flow of $3 billion to $4 billion, and adjusted debt to EBITDAR of 2x to 3x. For the first quarter of 2024, Delta projects total revenue growth of 3% to 6% year over year, an operating margin of approximately 5%, and earnings per share of $0.25 to $0.50. The filing includes reconciliations of non-GAAP measures. For the March 2024 quarter, projected total revenue is $13.3 billion to $13.65 billion, which falls to $12.2 billion to $12.55 billion when third-party refinery sales of approximately $1.1 billion are excluded. Projected GAAP operating margin of approximately 4% rises to approximately 5% on the same adjustment. Projected GAAP diluted EPS of $0.00 to $0.25 becomes $0.25 to $0.50 after an approximately $0.2 billion mark-to-market adjustment on investments. The filing notes that certain forward-looking non-GAAP measures cannot be reconciled without unreasonable effort.

Mar 12, 2024 8-K

Delta Air Lines 8-K Report, Material Agreement (Jan 12, 2024)

Delta Air Lines, Inc. (NYSE: DAL) furnished results for the December 2023 quarter and full year 2023 and issued 2024 guidance in this 8-K filed January 12, 2024. For full year 2023, GAAP operating revenue was $58.0 billion, GAAP operating income was $5.5 billion (9.5% margin), GAAP pre-tax income was $5.6 billion, and GAAP diluted EPS was $7.17. On an adjusted basis, full year operating revenue was $54.7 billion, up 20% from 2022, adjusted operating income was $6.3 billion (11.6% margin), and adjusted EPS was $6.25. Adjusted operating cash flow was $7.2 billion, free cash flow was $2.0 billion, and adjusted debt to EBITDAR improved to 3.0x from 5.0x at the end of 2022. Total debt and finance lease obligations were $20.1 billion at year end, and the company repaid $4.1 billion of gross debt during the year. For the December quarter, GAAP operating revenue was $14.2 billion, GAAP operating income was $1.3 billion, and GAAP diluted EPS was $3.16. Adjusted diluted EPS was $1.28, and the GAAP results include an $848 million mark-to-market gain on the company's Wheels Up investment, which was excluded from the adjusted figures. Management guided to full year 2024 EPS of $6 to $7 and free cash flow of $3 to $4 billion, and expects March quarter 2024 total revenue to rise 3% to 6% year over year with an operating margin of approximately 5%. Separately, Delta agreed to buy 20 Airbus A350-1000 aircraft, with options for up to 20 more widebody aircraft and deliveries beginning in 2026. The company stated the order is within its previously announced capital expenditure and capacity targets.

Jan 12, 2024 8-K

Material AgreementsFinancial Events

Delta Air Lines 8-K Report, Regulation FD Disclosure (Dec 6, 2023)

On December 6, 2023, Delta Air Lines, Inc. furnished a Regulation FD disclosure under Item 7.01 stating that its executives were presenting at the Morgan Stanley Global Consumer & Retail Conference that day. In the filing, Delta reaffirmed the outlook it had first provided on October 12, 2023, for the fourth quarter and full year 2023. For the December quarter, Delta forecasts total revenue up 9% to 12% year over year, an operating margin of 9% to 11%, and earnings per share of $1.05 to $1.30. For full year 2023, it forecasts total revenue up approximately 20% year over year, an operating margin of approximately 11.5%, and earnings per share of $6.00 to $6.25. The filing also includes a reconciliation of total revenue, adjusted, a non-GAAP measure that excludes third-party refinery sales. For 2022, reported total revenue was $13,435 million for the three months ended December 31, 2022, and $50,582 million for the full year, which adjusts to $12,292 million and $45,605 million after removing third-party refinery sales of $1,142 million and $4,977 million, respectively. Delta states that these refinery sales are unrelated to its airline segment, so the adjustment is intended to make its airline operations comparable with the rest of the industry. The company also states that it cannot reconcile the forward-looking non-GAAP measures without unreasonable effort because the adjusting items are not yet known. For investors, the key point is that the reaffirmation adds no new numbers and confirms prior guidance ahead of the conference. The filing contains cautionary forward-looking statements, including risks tied to fuel supply through its Monroe Energy refinery subsidiary, labor, competition, and macroeconomic conditions. It refers readers to its Form 10-K for the fiscal year ended December 31, 2022 for a fuller discussion of these risks.

Dec 6, 2023 8-K

Delta Air Lines 8-K Report, Material Agreement (Nov 8, 2023)

Delta Air Lines, Inc. disclosed in this Form 8-K, dated November 8, 2023, that on November 6, 2023 it entered into an amended and restated credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, along with a separate increase joinder. The A&R Credit Facility includes a $1.325 billion three-year revolving facility, a $1.325 billion five-year revolving facility, and a $360,078,361.60 three-year standby letter of credit facility. Up to $250 million of each revolving facility can be used for letters of credit, and the aggregate commitments can be increased up to $3.65 billion at Delta's request, subject to conditions. The agreement amends and restates in its entirety Delta's credit agreement dated April 19, 2018. The facility was undrawn when entered into, and proceeds of future borrowings will be used in part for general corporate purposes. Borrowings bear interest at a variable rate based on adjusted term SOFR or another index rate, plus a specified margin. The facility is secured by a first lien on collateral consistent with the original credit agreement, which includes Delta's Pacific route authorities and certain related assets, with the option to pledge aircraft and other assets. The lien will be released if Delta obtains and maintains an investment grade rating with stable outlook from at least two of three rating agencies. Until that Collateral Release Date, covenants include a Minimum Liquidity of $2.0 billion and a Minimum Collateral Coverage Ratio of 1.60:1. Afterward, covenants shift to a Minimum Fixed Charge Coverage Ratio of 1.25:1 and a Minimum Asset Coverage Ratio of 1.25:1. The agreement contains customary events of default, including cross-default to other material indebtedness.

Nov 8, 2023 8-K

Financial Events

Delta Air Lines 8-K Report, Financial Obligation (Nov 3, 2023)

Delta Air Lines, Inc. filed this Current Report on Form 8-K (Item 2.03, Creation of a Direct Financial Obligation) on November 3, 2023, disclosing the issuance of new debt. On November 2, 2023, the New York Transportation Development Corporation (NYTDC) issued its Special Facilities Revenue Bonds, Series 2023 (Delta Air Lines, Inc. – LaGuardia Airport Terminals C&D Redevelopment Project), in an aggregate principal amount of $877,855,000 (the "2023 Bonds"). NYTDC loaned the proceeds to Delta to finance a portion of costs for its LaGuardia Airport construction project, which involves demolishing substantially all of the existing Terminals C and D and designing and building new terminal facilities and certain other facilities, as well as to pay interest on the bonds and costs of issuance. Delta is required to pay debt service on the 2023 Bonds through loan agreements with NYTDC and has guaranteed the bonds. Its guaranty, loan agreement and promissory note obligations are secured by leasehold mortgages on its lease of the facilities from the Port Authority of New York and New Jersey. The bonds consist of two term maturities: $428,085,000 due April 1, 2035 with a 6.000% initial coupon and 5.600% yield (to the April 1, 2031 optional par call date), and $449,770,000 due April 1, 2040 with a 5.625% coupon and 5.850% yield. Interest is payable April 1, 2024 and semiannually thereafter on October 1 and April 1, and each maturity carries annual mandatory sinking fund redemptions beginning four years before maturity. For investors, the key points are the size of the new secured, guaranteed obligation and its long-dated maturities, with optional redemption available at par on or after April 1, 2031, and mandatory redemption and acceleration provisions tied to specified Port Authority lease events, lease defaults, and bankruptcy or payment defaults.

Nov 3, 2023 8-K

Delta Air Lines 8-K Report, Financial Results (Oct 12, 2023)

Delta Air Lines, Inc. reported financial results for the quarter ended September 30, 2023 in a press release furnished as Exhibit 99.1, with supplemental information furnished as Exhibit 99.2. On a GAAP basis, operating revenue was $15.5 billion, operating income was $2.0 billion with a 12.8 percent operating margin, pre-tax income was $1.5 billion, and diluted EPS was $1.72. On an adjusted basis, operating revenue was $14.6 billion, up 13 percent from the September quarter of 2022, operating margin was 13.5 percent, and diluted EPS was $2.03. Operating cash flow was $1.1 billion, and adjusted free cash flow was negative $250 million after $1.4 billion of gross capital expenditures. The company guided to fourth-quarter 2023 total revenue growth of 9 to 12 percent year-over-year, an operating margin of 9 to 11 percent, and EPS of $1.05 to $1.30. For full year 2023, it expects total revenue up roughly 20 percent, an operating margin of about 11.5 percent, adjusted EPS of $6.00 to $6.25, and free cash flow of $2 billion. Management also expects pre-tax earnings above $5 billion for the year. Fourth-quarter non-fuel unit costs are guided flat to up 2 percent year-over-year. Balance sheet metrics improved during the quarter. Adjusted net debt was $20.2 billion at quarter end, down $2.1 billion from year-end 2022, and adjusted debt to EBITDAR was 3.0x versus 5.0x at December 31, 2022. The company repaid $724 million of debt and finance lease obligations in the quarter and reported liquidity of $7.8 billion. S&P upgraded the company to BB+ with a positive outlook in August 2023.

Oct 12, 2023 8-K

Delta Air Lines 8-K Report, Executive Changes (Oct 2, 2023)

Delta Air Lines, Inc. filed this Current Report on Form 8-K dated October 2, 2023, under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing discloses the resignation of George N. Mattson from Delta's Board of Directors. Mr. Mattson notified Delta on October 1, 2023 of his decision to resign from the Board so he could devote his professional energies to Wheels Up Experience, Inc. ("Wheels Up"), where he is incoming Chief Executive Officer. His departure from the Delta Board was effective October 1, 2023, before he assumed the CEO role at Wheels Up. The filing contains no financial statements, financial results, or other quantitative disclosures. It was signed by Peter W. Carter, Executive Vice President – External Affairs, on behalf of Delta Air Lines, Inc.

Oct 2, 2023 8-K

Delta Air Lines 8-K Report, Regulation FD Disclosure (Sep 14, 2023)

Delta Air Lines, Inc. furnished an Investor Update as Exhibit 99.1 to this Form 8-K, dated September 14, 2023, in connection with executives' participation in the Morgan Stanley Laguna Conference that day. The filing is a Regulation FD disclosure under Item 7.01, and the update is furnished rather than filed for purposes of Section 18 of the Exchange Act. The update reaffirms full-year 2023 earnings guidance of $6 to $7 per share. For the September 2023 quarter, Delta expects earnings of $1.85 to $2.05 per share (non-GAAP, excluding mark-to-market adjustments on investments) and an operating margin of approximately 13%. Total revenue growth is now expected to be in the upper half of initial guidance, versus prior guidance of up 11% to 14% year over year. TRASM is expected to decline 2% to 3% year over year, versus prior guidance of down 2% to 4%, with the update citing strength in the Transatlantic and steady Domestic trends, offset by about 1 point of pressure from MRO and Cargo. Cost guidance moved higher. Fuel price per gallon is now expected at $2.75 to $2.90, up from $2.50 to $2.70, and September quarter non-fuel unit costs are expected to rise 1% to 2%, above initial guidance, due to higher-than-expected maintenance costs. Capacity guidance was updated to ASMs up 1% to 2% year over year, from down 1% to 3%.

Sep 14, 2023 8-K

Delta Air Lines 8-K Report, Financial Results (Jul 13, 2023)

Delta Air Lines, Inc. reported financial results for the quarter ended June 30, 2023, describing record operating revenue of $15.6 billion, record operating income of $2.5 billion with a 16.0 percent operating margin, and earnings per share of $2.84 on a GAAP basis. On an adjusted basis, the company reported operating revenue of $14.6 billion, a 17.1 percent operating margin, and EPS of $2.68. Operating cash flow was $2.6 billion, and free cash flow was $1.1 billion. Adjusted net debt ended the quarter at $19.8 billion, down $2.5 billion from year-end 2022, and the company made $1.8 billion in debt and finance lease payments, including early repayment of $1.0 billion of debt instruments. Management guided to a record September quarter with total revenue of $14.3 billion to $14.6 billion, up 11 to 14 percent year over year, a mid-teens operating margin, and EPS of $2.20 to $2.50. For full year 2023, the company raised its EPS outlook to $6 to $7 from prior guidance, projects total revenue growth of 17 to 20 percent and an operating margin above 12 percent, and reiterated a free cash flow forecast of $3 billion. Management also said it aims to retire more than $4 billion of debt in 2023, reach 3x leverage by year-end, and achieve investment grade metrics in 2024. The company reinstated its quarterly dividend during the quarter. The filing furnishes the earnings press release (Exhibit 99.1) and a supplemental information presentation (Exhibit 99.2) with additional financial modeling metrics. Investors should note that the company's key adjusted measures exclude third-party refinery sales, mark-to-market adjustments, loss on extinguishment of debt, and one-time pilot agreement expenses, and that profit sharing and fuel costs are treated separately in the non-fuel cost metric.

Jul 13, 2023 8-K

Delta Air Lines 8-K Report, Regulation FD Disclosure (Jun 27, 2023)

Delta Air Lines, Inc. filed this Form 8-K on June 27, 2023 under Item 7.01 (Regulation FD Disclosure) to furnish materials for its June 2023 Investor Day webcast, held that day. The materials are furnished as Exhibit 99.1, an investor presentation titled "Delta Beyond 2023 Investor Day." The filing states the information is furnished, not filed, for purposes of Section 18 of the Exchange Act. The presentation's central message is a constructive industry backdrop with structural demand tailwinds and multi-year supply constraints, alongside a returns-focused strategy emphasizing free cash flow, earnings durability and capital efficiency. Delta raised its 2023 outlook: operating margin is now guided to 13% to 15% (prior top end of 10% to 12%), adjusted EPS to $5 to $6 (prior $5 to $6 shown alongside an updated top end), and free cash flow to $3 billion (prior greater than $2 billion). The 2024 targets were reiterated, including operating margin of low double digits to mid-teens, EPS above $7, and free cash flow above $4 billion. Management highlighted several growth levers: premium revenue, SkyMiles and cobrand card growth, a Delta MRO business targeting $2 billion in revenue by 2026 and more than $5 billion by 2030 or later, and debt reduction, with the company expecting to retire more than $4 billion of gross debt in 2023 and reach adjusted debt to EBITDAR below 2.5x in 2024. Forward-looking statements and risks are described in the filing, including reference to Delta's Form 10-K for fiscal 2022.

Jun 27, 2023 8-K

Delta Air Lines 8-K Report, Regulation FD Disclosure (Jun 15, 2023)

Delta Air Lines, Inc. (NYSE: DAL) filed this Current Report on Form 8-K on June 15, 2023 under Item 7.01 (Regulation FD Disclosure) to furnish a press release announcing that its Board of Directors declared a quarterly dividend of $0.10 per share. The dividend is payable to shareholders of record as of the close of business on July 17, 2023, and will be paid on August 7, 2023. According to the accompanying press release (Exhibit 99.1), this declaration marks the resumption of Delta's quarterly dividend, which had been suspended in March 2020. The company tied the resumption to progress on its three-year financial plan, citing over $10 billion of debt repayment over the last two years. For investors, the filing's core news is the reinstatement of a modest quarterly cash dividend and the record date and payment timing. The filing itself contains no other financial results, guidance or operating metrics beyond the debt repayment reference.

Jun 15, 2023 8-K/A

Delta Air Lines 8-K/A Report, Executive Changes (Jun 15, 2023)

Delta Air Lines, Inc. (DAL) filed this Form 8-K/A on June 15, 2023 to amend its earlier May 23, 2023 Form 8-K, which announced the appointment of Michael Spanos as Chief Operating Officer effective June 12, 2023. This filing reports the compensation arrangements for Mr. Spanos, which were approved by the Personnel & Compensation Committee of Delta's Board of Directors on June 14, 2023. Mr. Spanos's initial annual base salary is $650,000. He will also receive a $250,000 cash signing bonus and an initial equity award of Delta common stock valued at $2,000,000, calculated by dividing that amount by the closing stock price on the grant date. The equity award vests in three equal installments on the anniversary of his employment date. For 2023, his target award under the Delta Management Incentive Plan is 175% of his annual base salary, prorated for actual service, and his target opportunity under the Delta Long-Term Incentive Program is expected to be $5,500,000. He will also participate in Delta's broad-based retirement, health and welfare plans and receive senior executive benefits, including flight benefits.

Jun 15, 2023 8-K

Shareholder Matters

Delta Air Lines 8-K Report, Shareholder Vote Results (Jun 15, 2023)

Delta Air Lines, Inc. filed this Current Report on Form 8-K dated June 15, 2023, to report the voting results from its Annual Meeting of Shareholders held that day under Item 5.07. Six proposals were voted on, and the proposals are described in the company's definitive proxy statement filed April 28, 2023. Shareholders elected all thirteen director nominees, approved the advisory vote on executive compensation, and ratified Ernst & Young LLP as independent auditors for 2023. On shareholder proposals, shareholders approved a proposal requesting shareholder ratification of termination pay, with 230,002,829 votes for and 154,951,085 against. They did not approve a proposal requesting a freedom of association and collective bargaining policy, which received 125,002,912 votes for and 258,299,951 against. Shareholders also recommended that advisory votes on executive compensation occur every year, with 376,138,831 votes for one year, and the Board determined the company will continue to hold that vote annually. The filing was signed by Peter W. Carter, Executive Vice President – External Affairs. It reports the results only and contains no financial statements or guidance.

Jun 15, 2023 8-K