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): April 4, 2016
DELTA AIR LINES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-05424 | 58-0218548 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
P.O. Box 20706, Atlanta, Georgia 30320-6001
(Address of principal executive offices)
Registrant’s telephone number, including area code: (404) 715-2600
Registrant’s Web site address: www.delta.com
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
Delta Air Lines, Inc. (“Delta”) issued today an Investor Update which is furnished as Exhibit 99.1 to this Form 8-K.
Delta also issued today a press release reporting March 2016 financial and operating results. The press release is attached as Exhibit 99.2 to this Form 8-K.
Statements in this Form 8-K and the attached exhibits that are not historical facts, including statements regarding our estimates, expectations, beliefs, intentions, projections or strategies for the future, may be "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections and strategies reflected in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to, the cost of aircraft fuel; the impact of rebalancing our hedge portfolio, recording mark-to-market adjustments or posting collateral in connection with our fuel hedge contracts; the availability of aircraft fuel; the effects of terrorist attacks or geopolitical conflict; the possible effects of accidents involving our aircraft; the restrictions that financial covenants in our financing agreements will have on our financial and business operations; labor issues; interruptions or disruptions in service at one of our hub or gateway airports; disruptions or security breaches of our information technology infrastructure; our dependence on technology in our operations; the effects of weather, natural disasters and seasonality on our business; the effects of an extended disruption in services provided by third party regional carriers; failure or inability of insurance to cover a significant liability at Monroe’s Trainer refinery; the impact of environmental regulation on the Trainer refinery, including costs related to renewable fuel standard regulations; our ability to retain management and key employees; competitive conditions in the airline industry; the effects of extensive government regulation on our business; the sensitivity of the airline industry to prolonged periods of stagnant or weak economic conditions; and the effects of the rapid spread of contagious illnesses.
Additional information concerning risks and uncertainties that could cause differences between actual results and forward-looking statements is contained in our Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2015. Caution should be taken not to place undue reliance on our forward-looking statements, which represent our views only as of April 4, 2016, and which we have no current intention to update.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 | Investor Update | |
Exhibit 99.2 | Press Release dated April 4, 2016 titled “Delta Reports Financial and Operating Performance for March 2016” |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DELTA AIR LINES, INC. | ||
By: | /s/ Paul A. Jacobson | |
Paul A. Jacobson Executive Vice President and Chief Financial Officer |
Date: April 4, 2016
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EXHIBIT INDEX
Exhibit Number | Description |
Exhibit 99.1 | Investor Update |
Exhibit 99.2 | Press Release dated April 4, 2016 titled “Delta Reports Financial and Operating Performance for March 2016” |
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Exhibit 99.1
Note: Guidance for the March quarter 2016 in this investor update is adjusted for mark-to-market (MTM) adjustments and settlements unless noted.
Overall Commentary
· | Delta expects March quarter operating margin of 18% -19%, an approximate 10 point improvement over the March 2015 quarter. |
· | Consolidated passenger unit revenue (PRASM) for the month of March declined 5.0% year over year. Results for the month include a 1.5 point headwind from foreign exchange and a $5 million impact from the recent events in Brussels. While there was pressure on close-in yields during the month, demand remains solid with forward bookings tracking ahead of last year. |
· | For the March quarter, unit revenues declined approximately 4.5%, including 2 points of pressure from foreign exchange. |
· | Non-fuel unit costs including profit sharing for the quarter are expected to increase 4.5-5.0% versus the prior year. The higher profit sharing accrual relative to the first quarter of 2015 drove approximately half of the increase. |
· | Delta returned ~$880 million to shareholders through dividends and share repurchases in the quarter, including the $350 million accelerated share repurchase (ASR) agreement completed in connection with a contribution of common stock to the pension plan. |
Guidance
| March Quarter 2016 | |
Operating margin | 18% - 19% | |
Cargo and other revenue | $1.5 billion | |
Average fuel price per gallon | $1.33 - $1.37 | |
Profit sharing expense | $260-$270 million | |
Non-operating expense | $140-$150 million | |
| March Quarter 2016 vs. March Quarter 2015 | |
Passenger unit revenue | Down ~4.5% | |
CASM-Ex including Profit Sharing | Up 4.5% - 5.0% | |
System capacity | Up ~2.7% |
Fuel
· | Delta’s expected fuel price of $1.33 - $1.37 includes taxes, transportation, settled hedges, hedge premiums and refinery contribution and is adjusted for MTM adjustments and settlements. |
CASM-Ex
· | Delta excludes fuel and certain other expenses from its unit cost guidance. Other expenses include the costs associated with third-party Maintenance Repair and Overhaul, Delta Global Services, MLT Vacations, Delta Private Jets, and refinery cost of sales to third parties. Delta expects to record $355 million of other expenses in the March quarter. The revenue associated with these expenses is included in Delta's guidance for cargo and other revenue. |
Profit Sharing
· | Delta’s employee profit sharing program for its ground and flight attendant employees currently pays 10% of the company’s adjusted annual pre-tax profit up to the prior year’s adjusted annual pre-tax profit and 20% above that amount. Delta’s employee profit sharing program for its pilots currently pays 10% up to $2.5 billion in adjusted annual pre-tax profit and 20% above that amount. Profit sharing expense is accrued at a blended rate based on the company’s estimated profitability for the full year. |
Taxes
· | Our March 2016 quarter results will reflect a 34% tax rate. There will be no material impact to cash as Delta’s net operating loss carryforwards of approximately $8.5 billion will largely offset cash taxes during the next few years. |
Share count
· | Delta expects approximately 780 million diluted and approximately 774 million basic weighted average shares outstanding. |
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Forward Looking Statements
Statements in this investor update that are not historical facts, including statements regarding our estimates, expectations, beliefs, intentions, projections or strategies for the future, may be "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections and strategies reflected in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to, the cost of aircraft fuel; the impact of rebalancing our hedge portfolio, recording mark-to-market adjustments or posting collateral in connection with our fuel hedge contracts; the availability of aircraft fuel; the effects of terrorist attacks or geopolitical conflict; the possible effects of accidents involving our aircraft; the restrictions that financial covenants in our financing agreements will have on our financial and business operations; labor issues; interruptions or disruptions in service at one of our hub or gateway airports; disruptions or security breaches of our information technology infrastructure; our dependence on technology in our operations; the effects of weather, natural disasters and seasonality on our business; the effects of an extended disruption in services provided by third party regional carriers; failure or inability of insurance to cover a significant liability at Monroe’s Trainer refinery; the impact of environmental regulation on the Trainer refinery, including costs related to renewable fuel standard regulations; our ability to retain management and key employees; competitive conditions in the airline industry; the effects of extensive government regulation on our business; the sensitivity of the airline industry to prolonged periods of stagnant or weak economic conditions; and the effects of the rapid spread of contagious illnesses.
Additional information concerning risks and uncertainties that could cause differences between actual results and forward-looking statements is contained in our Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2015. Caution should be taken not to place undue reliance on our forward-looking statements, which represent our views only as of Apr. 4, 2016, and which we have no current intention to update.
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Non-GAAP Financial Measures
Delta sometimes uses information ("non-GAAP financial measures") that is derived from the Consolidated Financial Statements, but that is not presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”). Under the U.S. Securities and Exchange Commission rules, non-GAAP financial measures may be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. The tables below show reconciliations of non-GAAP financial measures used in this release to the most directly comparable GAAP financial measures.
Forward Looking Projections. Delta is unable to reconcile certain forward-looking projections to GAAP as the nature or amount of special items cannot be estimated at this time.
Operating Margin, adjusted for special items
We adjust for the following items to determine operating margin, adjusted for special items, for the reasons described below:
· | Mark-to-market ("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. These items adjust fuel expense to show the economic impact of hedging, including cash received or paid on hedge contracts during the period. Adjusting for these items allows investors to better understand and analyze our core operational performance in the periods shown. |
· | Restructuring and other. Because of the variability in restructuring and other, the adjustment for this item is helpful to investors to analyze our recurring core performance in the periods shown. |
· | Refinery Sales. Delta's refinery segment provides jet fuel to the airline segment from its own production and from jet fuel obtained through agreements with third parties. Activities of the refinery segment are primarily for the benefit of the airline. However, from time to time, the refinery sells fuel by-products to third parties. These sales are recorded gross within other revenue and other operating expense. We believe adjusting for refinery sales allows investors to better understand and analyze the impact of fuel cost on our results in the periods shown. |
Three Months Ended | ||||
March 31, | ||||
(Projected) | ||||
2016 | 2015 | |||
Operating margin | 16.2% to 17.0% | 14.9% | ||
Adjusted for: | ||||
MTM adjustments and settlements | 1.6% to 1.8% | (6.3)% | ||
Restructuring and other | - | 0.1% | ||
Refinery sales | 0.2% | 0.1% | ||
Operating margin, adjusted | 18.0% to 19.0% | 8.8% |
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Non-Fuel Unit Cost or Cost per Available Seat Mile, Including Profit Sharing ("CASM-Ex")
We adjust CASM for the following items to determine CASM-Ex, including profit sharing, for the reasons described below:
· | Aircraft fuel and related taxes. The volatility in fuel prices impacts the comparability of year-over-year financial performance. The adjustment for aircraft fuel and related taxes (including our regional carriers) allows investors to better understand and analyze our non-fuel costs and year-over-year financial performance. |
· | Restructuring and other. Because of the variability in restructuring and other, the adjustment for this item is helpful to investors to analyze our recurring core performance in the periods shown. |
· | Other expenses. Other expenses include aircraft maintenance and staffing services we provide to third parties, our vacation wholesale operations and refinery cost of sales to third parties. Because these businesses are not related to the generation of a seat mile, we adjust for the costs related to these sales to provide a more meaningful comparison of the costs of our airline operations to the rest of the airline industry. |
Three Months Ended | ||||
March 31, | ||||
(Projected) | ||||
2016 | 2015 | |||
CASM (cents) | 13.29 - 13.48 | 14.12 | ||
Items excluded: | ||||
Aircraft fuel and related taxes | (2.38) - (2.49) | (3.71) | ||
Restructuring and other | - | (0.02) | ||
Other expenses | (0.59) - (0.62) | (0.51) | ||
CASM-Ex | 10.32 - 10.37 | 9.88 | ||
Year-over-year change | 4.5% - 5.0% |
Average Fuel Price Per Gallon, adjusted
We adjust for MTM adjustment and settlements to determine average fuel price per gallon, adjusted for the same reason described above under the heading Operating Margin, adjusted for special items.
(Projected) | ||
Three Months Ended | ||
March 31, 2016 | ||
Average fuel price per gallon | $1.49 to $1.55 | |
MTM adjustments and settlements | (0.16) to (0.18) | |
Average fuel price per gallon, adjusted | $1.33 - $1.37 |
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Exhibit 99.2
CONTACT: | Corporate Communications |
404-715-2554 | |
news archive at news.delta.com | |
Investor Relations | |
404-715-2170 |
Delta Reports Financial and Operating Performance for March 2016
ATLANTA, April 4, 2016 – Delta Air Lines (NYSE: DAL) today reported financial and operating performance for March 2016.
Consolidated passenger unit revenue (PRASM) for the month of March declined 5.0% year over year. Results for the month include a 1.5 point headwind from foreign exchange and a $5 million impact from the recent events in Brussels. While there was pressure on close-in yields during the month, demand remains solid with forward bookings tracking ahead of last year.
In an Investor Update issued this morning, Delta announced that it expects operating margin to be in the 18% - 19% range and its unit revenue to decline approximately 4.5% for the March quarter.
The company’s financial and operating performance is detailed below.
Preliminary Financial and Operating Results
| |
March consolidated PRASM change year over year | (5.0)% |
March mainline completion factor | 99.9% |
March on-time performance (preliminary DOT A14) | 87.8% |
Delta Air Lines serves nearly 180 million customers each year. In 2016, Delta was named to Fortune’s top 50 Most Admired Companies in addition to being named the most admired airline for the fifth time in six years. Additionally, Delta has ranked No.1 in the Business Travel News Annual Airline survey for an unprecedented five consecutive years. With an industry-leading global network, Delta and the Delta Connection carriers offer service to 324 destinations in 58 countries on six continents. Headquartered in Atlanta, Delta employs nearly 80,000 employees worldwide and operates a mainline fleet of more than 800 aircraft. The airline is a founding member of the SkyTeam global alliance and participates in the industry’s leading trans-Atlantic joint venture with Air France-KLM and Alitalia as well as a joint venture with Virgin Atlantic. Including its worldwide alliance partners, Delta offers customers more than 15,000 daily flights, with key hubs and markets including Amsterdam, Atlanta, Boston, Detroit, Los Angeles, Minneapolis/St. Paul, New York-JFK and LaGuardia, London-Heathrow, Paris-Charles de Gaulle, Salt Lake City, Seattle and Tokyo-Narita. Delta has invested billions of dollars in airport facilities, global products and services, and technology to enhance the customer experience in the air and on the ground. Additional information is available on the Delta News Hub, as well as delta.com, Twitter @DeltaNewsHub, Google.com/+Delta, Facebook.com/delta and Delta’s blog takingoff.delta.com.
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Forward Looking Statements
Statements in this press release that are not historical facts, including statements regarding our estimates, expectations, beliefs, intentions, projections or strategies for the future, may be "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections and strategies reflected in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to, the cost of aircraft fuel; the impact of rebalancing our hedge portfolio, recording mark-to-market adjustments or posting collateral in connection with our fuel hedge contracts; the availability of aircraft fuel; the effects of terrorist attacks or geopolitical conflict; the possible effects of accidents involving our aircraft; the restrictions that financial covenants in our financing agreements will have on our financial and business operations; labor issues; interruptions or disruptions in service at one of our hub or gateway airports; disruptions or security breaches of our information technology infrastructure; our dependence on technology in our operations; the effects of weather, natural disasters and seasonality on our business; the effects of an extended disruption in services provided by third party regional carriers; failure or inability of insurance to cover a significant liability at Monroe’s Trainer refinery; the impact of environmental regulation on the Trainer refinery, including costs related to renewable fuel standard regulations; our ability to retain management and key employees; competitive conditions in the airline industry; the effects of extensive government regulation on our business; the sensitivity of the airline industry to prolonged periods of stagnant or weak economic conditions; and the effects of the rapid spread of contagious illnesses.
Additional information concerning risks and uncertainties that could cause differences between actual results and forward-looking statements is contained in our Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2015. Caution should be taken not to place undue reliance on our forward-looking statements, which represent our views only as of Apr. 4, 2016, and which we have no current intention to update.
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Non-GAAP Reconciliation
Delta sometimes uses information ("non-GAAP financial measures") that is derived from the Consolidated Financial Statements, but that is not presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”). Under the U.S. Securities and Exchange Commission rules, non-GAAP financial measures may be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. The tables below show reconciliations of non-GAAP financial measures used in this release to the most directly comparable GAAP financial measures.
Forward Looking Projections. Delta is unable to reconcile certain forward-looking projections to GAAP as the nature or amount of special items cannot be estimated at this time.
Operating Margin, adjusted for special items
We adjust for the following items to determine operating margin, adjusted for special items, for the reasons described below:
· | Mark-to-market ("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. These items adjust fuel expense to show the economic impact of hedging, including cash received or paid on hedge contracts during the period. Adjusting for these items allows investors to better understand and analyze our core operational performance in the periods shown. |
· | Restructuring and other. Because of the variability in restructuring and other, the adjustment for this item is helpful to investors to analyze our recurring core performance in the periods shown. |
· | Refinery Sales. Delta's refinery segment provides jet fuel to the airline segment from its own production and from jet fuel obtained through agreements with third parties. Activities of the refinery segment are primarily for the benefit of the airline. However, from time to time, the refinery sells fuel by-products to third parties. These sales are recorded gross within other revenue and other operating expense. We believe adjusting for refinery sales allows investors to better understand and analyze the impact of fuel cost on our results in the periods shown. |
Three Months Ended | ||||
March 31, | ||||
(Projected) | ||||
2016 | 2015 | |||
Operating margin | 16.2% to 17.0% | 14.9% | ||
Adjusted for: | ||||
MTM adjustments and settlements | 1.6% to 1.8% | (6.3)% | ||
Restructuring and other | - | 0.1% | ||
Refinery sales | 0.2% | 0.1% | ||
Operating margin, adjusted | 18.0% to 19.0% | 8.8% |
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Monthly Traffic Results (a) | Year to Date Traffic Results (a) | |||||||||||||||
Mar 2016 | Mar 2015 | Change | Mar 2016 | Mar 2015 | Change | |||||||||||
RPMs (000): | ||||||||||||||||
Domestic | 11,306,473 | 10,902,638 | 3.7% | 29,661,658 | 28,041,914 | 5.8% | ||||||||||
Delta Mainline | 9,477,252 | 9,059,253 | 4.6% | 24,883,058 | 23,220,679 | 7.2% | ||||||||||
Regional | 1,829,221 | 1,843,385 | (0.8%) | 4,778,600 | 4,821,235 | (0.9%) | ||||||||||
International | 6,452,634 | 6,643,003 | (2.9%) | 18,055,265 | 18,178,949 | (0.7%) | ||||||||||
Latin America | 1,974,189 | 1,848,561 | 6.8% | 5,677,934 | 5,274,578 | 7.6% | ||||||||||
Delta Mainline | 1,918,674 | 1,812,862 | 5.8% | 5,519,729 | 5,179,094 | 6.6% | ||||||||||
Regional | 55,515 | 35,699 | 55.5% | 158,205 | 95,484 | 65.7% | ||||||||||
Atlantic | 2,598,520 | 2,722,976 | (4.6%) | 6,870,786 | 7,102,327 | (3.3%) | ||||||||||
Pacific | 1,879,925 | 2,071,466 | (9.2%) | 5,506,545 | 5,802,044 | (5.1%) | ||||||||||
Total System | 17,759,107 | 17,545,641 | 1.2% | 47,716,922 | 46,220,863 | 3.2% | ||||||||||
ASMs (000): | ||||||||||||||||
Domestic | 13,172,803 | 12,529,110 | 5.1% | 35,835,297 | 33,712,247 | 6.3% | ||||||||||
Delta Mainline | 10,911,225 | 10,258,016 | 6.4% | 29,603,343 | 27,416,335 | 8.0% | ||||||||||
Regional | 2,261,578 | 2,271,094 | (0.4%) | 6,231,954 | 6,295,912 | (1.0%) | ||||||||||
International | 7,771,342 | 8,103,263 | (4.1%) | 22,304,514 | 22,884,861 | (2.5%) | ||||||||||
Latin America | 2,354,004 | 2,269,923 | 3.7% | 6,849,438 | 6,482,403 | 5.7% | ||||||||||
Delta Mainline | 2,285,093 | 2,223,966 | 2.7% | 6,649,412 | 6,352,367 | 4.7% | ||||||||||
Regional | 68,911 | 45,957 | 49.9% | 200,026 | 130,036 | 53.8% | ||||||||||
Atlantic | 3,269,334 | 3,438,637 | (4.9%) | 9,159,944 | 9,483,243 | (3.4%) | ||||||||||
Pacific | 2,148,004 | 2,394,703 | (10.3%) | 6,295,133 | 6,919,215 | (9.0%) | ||||||||||
Total System | 20,944,145 | 20,632,373 | 1.5% | 58,139,811 | 56,597,108 | 2.7% | ||||||||||
Load Factor: | ||||||||||||||||
Domestic | 85.8% | 87.0% | (1.2) | pts | 82.8% | 83.2% | (0.4) | pts | ||||||||
Delta Mainline | 86.9% | 88.3% | (1.4) | pts | 84.1% | 84.7% | (0.6) | pts | ||||||||
Regional | 80.9% | 81.2% | (0.3) | pts | 76.7% | 76.6% | 0.1 | pts | ||||||||
International | 83.0% | 82.0% | 1.0 | pts | 80.9% | 79.4% | 1.5 | pts | ||||||||
Latin America | 83.9% | 81.4% | 2.5 | pts | 82.9% | 81.4% | 1.5 | pts | ||||||||
Delta Mainline | 84.0% | 81.5% | 2.5 | pts | 83.0% | 81.5% | 1.5 | pts | ||||||||
Regional | 80.6% | 77.7% | 2.9 | pts | 79.1% | 73.4% | 5.7 | pts | ||||||||
Atlantic | 79.5% | 79.2% | 0.3 | pts | 75.0% | 74.9% | 0.1 | pts | ||||||||
Pacific | 87.5% | 86.5% | 1.0 | pts | 87.5% | 83.9% | 3.6 | pts | ||||||||
Total System | 84.8% | 85.0% | (0.2) | pts | 82.1% | 81.7% | 0.4 | pts | ||||||||
Mainline Completion Factor | 99.9% | 99.3% | 0.6 | pts | ||||||||||||
Passengers Boarded | 15,773,717 | 15,454,167 | 2.1% | 41,907,801 | 40,004,251 | 4.8% | ||||||||||
Cargo Ton Miles (000): | 162,674 | 197,247 | (17.5%) | 474,561 | 546,753 | (13.2%) |
a Results include flights operated under contract carrier arrangements
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