-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T/RreBmZfjcmvFt4Zmrrhd7DJtcGDph9P66RrVAKKG0pf72yTR4Xv/2o88iClc5f nMbZuwCFNVui1jfx5IcgNA== 0000950144-03-007268.txt : 20030527 0000950144-03-007268.hdr.sgml : 20030526 20030527172619 ACCESSION NUMBER: 0000950144-03-007268 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030527 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELTA AIR LINES INC /DE/ CENTRAL INDEX KEY: 0000027904 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 580218548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05424 FILM NUMBER: 03720419 BUSINESS ADDRESS: STREET 1: HARTSFIELD ATLANTA INTL AIRPORT STREET 2: 1030 DELTA BLVD CITY: ATLANTA STATE: GA ZIP: 30354-1989 BUSINESS PHONE: 4047152600 MAIL ADDRESS: STREET 1: P.O. BOX 20706 STREET 2: DEPT 981 CITY: ATLANTA STATE: GA ZIP: 30320-6001 FORMER COMPANY: FORMER CONFORMED NAME: DELTA AIR CORP DATE OF NAME CHANGE: 19660908 8-K 1 g83033e8vk.txt DELTA AIR LINES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2003 DELTA AIR LINES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-5424 58-0218548 - ------------------------------------- ----------------------------------- ----------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.)
P.O. Box 20706, Atlanta, Georgia 30320-6001 ------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (404) 715-2600 Registrant's Web site address: www.delta.com Not Applicable -------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE Proposed Offering of Convertible Senior Notes Delta Air Lines, Inc. ("Delta") today issued a press release announcing its intention to offer, subject to market and other conditions, approximately $300 million aggregate principal amount of Convertible Senior Notes due 2023, through an offering to qualified institutional buyers pursuant to Rule 144A, and to non-U.S. persons pursuant to Regulation S, under the Securities Act of 1933, as amended. Delta expects to grant the initial purchasers of the notes a 30-day option to purchase up to an additional $50 million principal amount of the notes. The press release is attached hereto as Exhibit 99.1. Pursuant to Regulation G, Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures Included in 2002 Form 10-K. On March 27, 2003, Delta filed its Form 10-K for the year ended December 31, 2002 ("2002 Form 10-K") with the Securities and Exchange Commission ("SEC"). On March 28, 2003, the SEC's Regulation G (Item 10(e) of Regulation S-K) became effective, governing the use of financial measures which are not prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The Management's Discussion and Analysis ("MD&A") section of Delta's 2002 Form 10-K discusses various financial measures which are calculated in accordance with GAAP. The MD&A section also discusses certain non-GAAP financial measures because Delta believes these financial measures help investors in evaluating Delta's recurring operational performance. The non-GAAP financial measures in the MD&A section of the 2002 Form 10-K exclude certain items from financial measures derived under GAAP because Delta believes these items are not representative of its normal operations. Excluded items include assets writedowns, restructuring and related items, as well as compensation received under the Air Transportation Safety and System Stabilization Act ("Stabilization Act") as a result of the September 11, 2001 terrorist attacks. Delta also included in the MD&A section of its 2002 Form 10-K its operating cost per available seat mile ("CASM") on a fuel price neutralized basis because it believes this non-GAAP financial measure assists investors in understanding the impact of changes in fuel costs on its operations. In accordance with Regulation G, Delta is filing as exhibits 99.2, 99.3 and 99.4 to this Form 8-K reconciliations of the GAAP financial measures to the non-GAAP financial measures included in the MD&A section in the 2002 Form 10-K. These exhibits relate to the years ended December 31, 2002, 2001 and 2000, respectively. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS Exhibit 99.1 Press Release Dated May 27, 2003, titled "Delta Air Lines Announces Proposed Offering of Convertible Senior Notes". Exhibit 99.2 Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures for the Year Ended December 31, 2002. Exhibit 99.3 Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures for the Year Ended December 31, 2001. Exhibit 99.4 Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures for the Year Ended December 31, 2000. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DELTA AIR LINES, INC. BY: /s/ Edward H. Bastian ------------------------------------- Edward H. Bastian Senior Vice President - Finance and Controller Date: May 27, 2003 EXHIBIT INDEX Exhibit Number Description Exhibit 99.1 Press Release Dated May 27, 2003, titled "Delta Air Lines Announces Proposed Offering of Convertible Senior Notes." Exhibit 99.2 Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures for the Year Ended December 31, 2002. Exhibit 99.3 Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures for the Year Ended December 31, 2001. Exhibit 99.4 Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures for the Year Ended December 31, 2000. EX-99.1 3 g83033exv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE DISTRIBUTION CONTACT: Corporate Communications Investor Relations 404-715-2554 404-715-6679 DELTA AIR LINES ANNOUNCES PROPOSED OFFERING OF CONVERTIBLE SENIOR NOTES ATLANTA, May 27, 2003 - Delta Air Lines (NYSE:DAL) today announced that it intends to offer, subject to market and other conditions, approximately $300 million aggregate principal amount of Convertible Senior Notes due 2023, through an offering to qualified institutional buyers pursuant to Rule 144A, and to non-U.S. persons pursuant to Regulation S, under the Securities Act of 1933, as amended (the "Securities Act"). In addition, Delta expects to grant the initial purchasers of the notes a 30-day option to purchase up to an additional $50 million principal amount of the notes. The interest rate, conversion rate (including the circumstances in which a holder may convert its securities) and offering price are to be determined by negotiations between Delta and the initial purchasers of the notes. This announcement is neither an offer to sell nor the solicitation of an offer to buy any of these notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The notes being offered and the common stock issuable upon conversion of the notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. EX-99.2 4 g83033exv99w2.txt EX-99.2 RECONCIL. FOR YEAR ENDED DECEMBER 31, 2002 EXHIBIT 99.2 RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES FOR THE YEAR ENDED DECEMBER 31, 2002 The Operating Expenses section on page 16, and the Operating Income (Loss) and Operating Margin section on page 17, of Management's Discussion and Analysis included in our 2002 Annual Report to Shareowners (which is incorporated by reference into our 2002 Form 10-K) discuss the following non-GAAP financial measures for the year ended December 31, 2002:
OPERATING OPERATING EXPENSES CASM LOSS OPERATING ($M) (cents) ($M) MARGIN ---------- ---------- ---------- ---------- GAAP $ 14,614 10.31 $ (1,309) -9.8% Items excluded: Asset write downs, restructuring and related items: Severance costs (127) (0.09) 127 1.0% Asset writedowns (257) (0.18) 257 1.9% Surplus pilots / grounded aircraft (93) (0.07) 93 0.7% Aircraft deferral costs (30) (0.02) 30 0.2% 2002 closure of leased facilities (14) (0.01) 14 0.1% Restructuring and other reserve reversals 82 0.06 (82) -0.6% Stabilization Act compensation 34 0.03 (34) -0.3% ---------- ---------- ---------- ---------- Non-GAAP $ 14,209 10.03 $ (904) $ -6.8% ========== ========== ========== ==========
FUEL PRICE NEUTRALIZED CASM(1): (in millions, except where noted) - --------------------------------- Operating expenses $ 14,614 Less fuel expense (1,683) Plus Delta's fuel gallons consumed in 2002 multiplied by Delta's average fuel price per gallon in 2001(2) 1,724 ---------- Fuel price neutralized operating expenses $ 14,655 Available seat miles 141,719 Fuel price neutralized CASM (cents) 10.34 ========== vs. 2001 CASM (cents) 10.47 ========== Change -1.2% ========== FUEL PRICE NEUTRALIZED CASM - EXCLUDING: (in cents, except where noted) - ---------------------------------------- Fuel price neutralized CASM 10.34 Items excluded: Severance costs (0.09) Asset writedowns (0.18) Surplus pilots / grounded aircraft (0.07) Aircraft deferral costs (0.02) 2002 closure of leased facilities (0.01) Restructuring and other reserve reversals 0.06 Stabilization Act compensation 0.03 ---------- Fuel price neutralized CASM - excluding 10.06 ========== vs. 2001 CASM - excluding 10.14 ========== Change -0.8% ==========
(1) Operating cost per available seat mile (CASM), adjusting average fuel price per gallon for 2002 to equal the average fuel price per gallon for 2001. (2) 2.514 billion gallons x 68.60 cents/gallon EX-99.3 5 g83033exv99w3.txt EX-99.3 RECONCIL. FOR YEAR ENDED DECEMBER 31, 2001 EXHIBIT 99.3 RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES FOR THE YEAR ENDED DECEMBER 31, 2001 The Operating Expenses section on page 16, and the Operating Income (Loss) and Operating Margin section on Page 17, of Management's Discussion and Analysis included in our 2002 Annual Report to Shareowners (which is incorporated by reference into our 2002 Form 10-K) discuss the following non-GAAP financial measures for the year ended December 31, 2001:
OPERATING OPERATING EXPENSES CASM LOSS OPERATING ($M) (cents) ($M) MARGIN ---------- ---------- ----------- ---------- GAAP $ 15,481 10.47 $ (1,602) -11.5% Items excluded: Asset writedowns, restructuring and related items: Severance costs (566) (0.38) 566 4.1% Asset writedowns (363) (0.25) 363 2.6% Surplus pilots/grounded aircraft (30) (0.02) 30 0.2% 2001 closure of leased facilities (7) (0.01) 7 0.1% Discontinued capital projects and contracts (144) (0.10) 144 1.0% Other (9) -- 9 -- Stabilization Act compensation 634 0.43 (634) -4.6% ---------- ---------- ---------- ---------- Non-GAAP $ 14,996 10.14 $ (1,117) -8.1% ========== ========== ========== ==========
FUEL PRICE NEUTRALIZED CASM:(1) (in millions, except where noted) - --------------------------------- Operating expenses $ 15,481 Less fuel expense (1,817) Plus Delta's fuel gallons consumed in 2001 multiplied by Delta's average fuel price per gallon in 2000(2) 1,785 ---------- Fuel price neutralized operating expenses $ 15,449 Available seat miles 147,837 Fuel price neutralized CASM (cents) 10.45 ========== vs. 2000 CASM (cents) 9.75 ========== Change 7.2% ==========
FUEL PRICE NEUTRALIZED CASM - EXCLUDING: (in cents, except where noted) - ---------------------------------------- Fuel price neutralized CASM 10.45 Items excluded: Severance costs (0.38) Asset writedowns (0.25) Surplus pilots/grounded aircraft (0.02) 2001 closure of leased facilities (0.01) Discontinued capital projects and contracts (0.10) Stabilization Act compensation 0.43 ---------- Fuel price neutralized CASM - excluding 10.12 ========== vs. 2000 CASM - excluding 9.68 ========== Change 4.6% ==========
(1) Operating cost per available seat mile (CASM), adjusting average fuel price per gallon for 2001 to equal the average fuel price per gallon for 2000. (2) 2,649 million gallons x 67.38 cents/gallon EX-99.4 6 g83033exv99w4.txt EX-99.4 RECONCIL. FOR YEAR ENDED DECEMBER 31, 2000 EXHIBIT 99.4 RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES FOR THE YEAR ENDED DECEMBER 31, 2000 The Operating Expenses and Operating Income (Loss) and Operating Margin sections on page 18 of Management's Discussion and Analysis included in our 2002 Annual Report to Shareowners (which is incorporated by reference into our 2002 Form 10-K) discuss the following non-GAAP financial measures for the year ended December 31, 2000:
OPERATING OPERATING EXPENSES CASM INCOME OPERATING ($M) (CENTS) ($M) MARGIN --------- ---------- ---------- --------- GAAP: $15,104 9.75 $1,637 9.8% Items excluded: Asset writedowns, restructuring and related items: Early retirement medical option program (86) (0.06) 86 0.5% Facility closures (22) (0.01) 22 0.1% Other 7 -- (7) -- --------- ---------- ---------- --------- Non-GAAP $15,003 9.68 $1,738 10.4% ========= ========== ========== =========
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