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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q | | | | | |
☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2022 | | | | | |
Or |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-5424
DELTA AIR LINES, INC.
(Exact name of registrant as specified in its charter) | | | | | | | | |
Delaware | | 58-0218548 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
Post Office Box 20706 | | |
Atlanta, Georgia | | 30320-6001 |
(Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (404) 715-2600
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, par value $0.0001 per share | | DAL | | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | | | | | | | |
Large accelerated filer | ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ |
Smaller reporting company | ☐ | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
Number of shares outstanding by each class of common stock, as of September 30, 2022:
Common Stock, $0.0001 par value - 641,188,362 shares outstanding
This document is also available through our website at http://ir.delta.com/.
Forward Looking Statements
Unless otherwise indicated or the context otherwise requires, the terms "Delta," "we," "us" and "our" refer to Delta Air Lines, Inc. and its subsidiaries.
FORWARD-LOOKING STATEMENTS
Statements in this Form 10-Q (or otherwise made by us or on our behalf) that are not historical facts, including statements about our estimates, expectations, beliefs, intentions, projections, goals, aspirations, commitments or strategies for the future, may be "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations. Known material risk factors applicable to Delta are described in "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 ("Form 10-K"), other than risks that could apply to any issuer or offering. All forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report except as required by law.
Delta Air Lines, Inc. September 2022 Form 10-Q 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Delta Air Lines, Inc.
Results of Review of Interim Financial Statements
We have reviewed the accompanying consolidated balance sheet of Delta Air Lines, Inc. (the Company) as of September 30, 2022, the related condensed consolidated statements of operations and comprehensive income and consolidated statements of stockholders' equity for the three-month and nine-month periods ended September 30, 2022 and 2021, the condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2022 and 2021 and the related notes (collectively referred to as the "condensed consolidated interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2021, the related consolidated statements of operations, comprehensive income/(loss), cash flows, and stockholders' equity for the year then ended, and the related notes (not presented herein); and in our report dated February 11, 2022, we expressed an unqualified audit opinion on those Consolidated Financial Statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission ("SEC") and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
| | | | | |
| /s/ Ernst & Young LLP |
Atlanta, Georgia | |
October 13, 2022 | |
Delta Air Lines, Inc. September 2022 Form 10-Q 2
DELTA AIR LINES, INC.
Consolidated Balance Sheets
(Unaudited)
| | | | | | | | | | | |
(in millions, except share data) | September 30, 2022 | | December 31, 2021 |
ASSETS |
Current Assets: | | | |
Cash and cash equivalents | $ | 7,023 | | | $ | 7,933 | |
Short-term investments | 1,345 | | | 3,386 | |
Accounts receivable, net of allowance for uncollectible accounts of $24 and $50 | 3,097 | | | 2,404 | |
Fuel, expendable parts and supplies inventories, net of allowance for obsolescence of $150 and $176 | 1,473 | | | 1,098 | |
Prepaid expenses and other | 1,861 | | | 1,119 | |
Total current assets | 14,799 | | | 15,940 | |
Noncurrent Assets: | | | |
Property and equipment, net of accumulated depreciation and amortization of $19,984 and $18,671 | 31,512 | | | 28,749 | |
Operating lease right-of-use assets | 6,961 | | | 7,237 | |
Goodwill | 9,753 | | | 9,753 | |
Identifiable intangibles, net of accumulated amortization of $900 and $893 | 5,994 | | | 6,001 | |
Equity investments | 1,585 | | | 1,712 | |
Deferred income taxes, net | 935 | | | 1,294 | |
Other noncurrent assets | 1,057 | | | 1,773 | |
Total noncurrent assets | 57,797 | | | 56,519 | |
Total assets | $ | 72,596 | | | $ | 72,459 | |
| | | |
LIABILITIES AND STOCKHOLDERS' EQUITY |
Current Liabilities: | | | |
Current maturities of debt and finance leases | $ | 2,031 | | | $ | 1,782 | |
Current maturities of operating leases | 738 | | | 703 | |
Air traffic liability | 8,947 | | | 6,228 | |
Accounts payable | 4,958 | | | 4,240 | |
Accrued salaries and related benefits | 2,796 | | | 2,457 | |
Loyalty program deferred revenue | 3,478 | | | 2,710 | |
Fuel card obligation | 1,100 | | | 1,100 | |
Other accrued liabilities | 1,822 | | | 1,746 | |
Total current liabilities | 25,870 | | | 20,966 | |
Noncurrent Liabilities: | | | |
Debt and finance leases | 21,202 | | | 25,138 | |
Noncurrent air traffic liability | 150 | | | 130 | |
Pension, postretirement and related benefits | 5,470 | | | 6,035 | |
Loyalty program deferred revenue | 4,382 | | | 4,849 | |
Noncurrent operating leases | 6,865 | | | 7,056 | |
Other noncurrent liabilities | 4,067 | | | 4,398 | |
Total noncurrent liabilities | 42,136 | | | 47,606 | |
| | | |
Commitments and Contingencies | | | |
| | | |
Stockholders' Equity: | | | |
Common stock at $0.0001 par value; 1,500,000,000 shares authorized, 651,719,217 and 649,720,387 shares issued | — | | | — | |
Additional paid-in capital | 11,507 | | | 11,447 | |
Retained earnings/(accumulated deficit) | 342 | | | (148) | |
Accumulated other comprehensive loss | (6,946) | | | (7,130) | |
Treasury stock, at cost, 10,530,855 and 9,752,872 shares | (313) | | | (282) | |
Total stockholders' equity | 4,590 | | | 3,887 | |
Total liabilities and stockholders' equity | $ | 72,596 | | | $ | 72,459 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. |
Delta Air Lines, Inc. September 2022 Form 10-Q 3
DELTA AIR LINES, INC.
Condensed Consolidated Statements of Operations and Comprehensive Income
(Unaudited) | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(in millions, except per share data) | 2022 | | 2021 | | 2022 | | 2021 |
Operating Revenue: | | | | | | | |
Passenger | $ | 11,464 | | | $ | 7,191 | | | $ | 29,329 | | | $ | 15,278 | |
Cargo | 240 | | | 262 | | | 801 | | | 728 | |
Other | 2,271 | | | 1,701 | | | 7,017 | | | 4,423 | |
Total operating revenue | 13,975 | | | 9,154 | | | 37,147 | | | 20,429 | |
| | | | | | | |
Operating Expense: | | | | | | | |
Salaries and related costs | 3,050 | | | 2,566 | | | 8,832 | | | 7,096 | |
Aircraft fuel and related taxes | 3,318 | | | 1,552 | | | 8,633 | | | 4,056 | |
Ancillary businesses and refinery | 1,349 | | | 1,079 | | | 4,449 | | | 2,724 | |
Contracted services | 881 | | | 634 | | | 2,425 | | | 1,723 | |
Landing fees and other rents | 562 | | | 524 | | | 1,611 | | | 1,477 | |
Depreciation and amortization | 538 | | | 501 | | | 1,554 | | | 1,494 | |
Regional carrier expense | 528 | | | 453 | | | 1,547 | | | 1,258 | |
Aircraft maintenance materials and outside repairs | 487 | | | 433 | | | 1,474 | | | 1,014 | |
Passenger commissions and other selling expenses | 546 | | | 308 | | | 1,385 | | | 640 | |
Passenger service | 406 | | | 226 | | | 1,050 | | | 520 | |
Aircraft rent | 131 | | | 105 | | | 380 | | | 313 | |
Profit sharing | 237 | | | — | | | 291 | | | — | |
| | | | | | | |
Government grant recognition | — | | | (1,822) | | | — | | | (4,512) | |
Other | 486 | | | 390 | | | 1,325 | | | 1,003 | |
Total operating expense | 12,519 | | | 6,949 | | | 34,956 | | | 18,806 | |
| | | | | | | |
Operating Income | 1,456 | | | 2,205 | | | 2,191 | | | 1,623 | |
| | | | | | | |
Non-Operating Expense: | | | | | | | |
Interest expense, net | (248) | | | (314) | | | (791) | | | (1,014) | |
Equity method results | 4 | | | (49) | | | (8) | | | (102) | |
Gain/(loss) on investments, net | (245) | | | (223) | | | (613) | | | 251 | |
Loss on extinguishment of debt | (34) | | | (183) | | | (100) | | | (266) | |
Pension and related benefit | 73 | | | 111 | | | 218 | | | 337 | |
Miscellaneous, net | (44) | | | (15) | | | (103) | | | (36) | |
Total non-operating expense, net | (494) | | | (673) | | | (1,397) | | | (830) | |
| | | | | | | |
Income Before Income Taxes | 962 | | | 1,532 | | | 794 | | | 793 | |
| | | | | | | |
Income Tax Provision | (267) | | | (320) | | | (305) | | | (105) | |
| | | | | | | |
Net Income | $ | 695 | | | $ | 1,212 | | | $ | 489 | | | $ | 688 | |
| | | | | | | |
Basic Earnings Per Share | $ | 1.09 | | | $ | 1.90 | | | $ | 0.77 | | | $ | 1.08 | |
Diluted Earnings Per Share | $ | 1.08 | | | $ | 1.89 | | | $ | 0.76 | | | $ | 1.07 | |
| | | | | | | |
| | | | | | | |
Comprehensive Income | $ | 757 | | | $ | 1,294 | | | $ | 673 | | | $ | 926 | |
| | | | | | | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. |
Delta Air Lines, Inc. September 2022 Form 10-Q 4
DELTA AIR LINES, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| | | | | | | | | | | |
| Nine Months Ended September 30, |
(in millions) | 2022 | | 2021 |
Net Cash Provided by Operating Activities | $ | 5,175 | | | $ | 2,708 | |
| | | |
Cash Flows from Investing Activities: | | | |
Property and equipment additions: | | | |
Flight equipment, including advance payments | (2,852) | | | (961) | |
Ground property and equipment, including technology | (1,314) | | | (1,068) | |
| | | |
Purchase of short-term investments | (575) | | | (10,799) | |
Redemption of short-term investments | 2,584 | | | 12,158 | |
Purchase of equity investments | (153) | | | — | |
| | | |
Other, net | 121 | | | 252 | |
Net cash used in investing activities | (2,189) | | | (418) | |
| | | |
Cash Flows from Financing Activities: | | | |
| | | |
Proceeds from long-term obligations | — | | | 1,902 | |
| | | |
Payments on debt and finance lease obligations | (4,190) | | | (4,685) | |
| | | |
| | | |
| | | |
Other, net | (40) | | | 98 | |
Net cash used in financing activities | (4,230) | | | (2,685) | |
| | | |
Net Decrease in Cash, Cash Equivalents and Restricted Cash Equivalents | (1,244) | | | (395) | |
Cash, cash equivalents and restricted cash equivalents at beginning of period | 8,569 | | | 10,055 | |
Cash, cash equivalents and restricted cash equivalents at end of period | $ | 7,325 | | | $ | 9,660 | |
| | | |
Non-Cash Transactions: | | | |
Flight and ground equipment acquired under finance leases | $ | 84 | | | $ | 873 | |
Right-of-use assets acquired under operating leases | 372 | | | 536 | |
Operating leases converted to finance leases | 279 | | | 31 | |
Equity investments and other financings | 330 | | | 240 | |
| | | |
| | | |
The following table provides a reconciliation of cash, cash equivalents and restricted cash equivalents reported within the Consolidated Balance Sheets to the total of the same such amounts shown above: |
| September 30, |
(in millions) | 2022 | | 2021 |
Current assets: | | | |
Cash and cash equivalents | $ | 7,023 | | | $ | 8,785 | |
Restricted cash included in prepaid expenses and other | 149 | | | 162 | |
Noncurrent assets: | | | |
Restricted cash included in other noncurrent assets | 153 | | | 713 | |
Total cash, cash equivalents and restricted cash equivalents | $ | 7,325 | | | $ | 9,660 | |
| | | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. |
Delta Air Lines, Inc. September 2022 Form 10-Q 5
DELTA AIR LINES, INC.
Consolidated Statements of Stockholders' Equity
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | Additional Paid-In Capital | Retained Earnings / (Accumulated Deficit) | Accumulated Other Comprehensive Loss | Treasury Stock | |
(in millions, except per share data) | Shares | Amount | Shares | Amount | Total |
Balance at December 31, 2021 | 650 | | $ | — | | $ | 11,447 | | $ | (148) | | $ | (7,130) | | 10 | | $ | (282) | | $ | 3,887 | |
Net loss | — | | — | | — | | (940) | | — | | — | | — | | (940) | |
| | | | | | | | |
Other comprehensive income | — | | — | | — | | — | | 59 | | — | | — | | 59 | |
Common stock issued for employee equity awards(1) | 2 | | — | | 15 | | — | | — | | 1 | | (30) | | (15) | |
| | | | | | | | |
Balance at March 31, 2022 | 652 | | $ | — | | $ | 11,462 | | $ | (1,088) | | $ | (7,071) | | 11 | | $ | (312) | | $ | 2,991 | |
Net income | — | | — | | — | | 735 | | — | | — | | — | | 735 | |
| | | | | | | | |
Other comprehensive income | — | | — | | — | | — | | 63 | | — | | — | | 63 | |
Common stock issued for employee equity awards(1) | — | | — | | 23 | | — | | — | | — | | (1) | | 22 | |
| | | | | | | | |
Balance at June 30, 2022 | 652 | | $ | — | | $ | 11,485 | | $ | (353) | | $ | (7,008) | | 11 | | $ | (313) | | $ | 3,811 | |
Net income | — | | — | | — | | 695 | | — | | — | | — | | 695 | |
| | | | | | | | |
Other comprehensive income | — | | — | | — | | — | | 62 | | — | | — | | 62 | |
Common stock issued for employee equity awards(1) | — | | — | | 22 | | — | | — | | — | | — | | 22 | |
| | | | | | | | |
| | | | | | | | |
Balance at September 30, 2022 | 652 | | $ | — | | $ | 11,507 | | $ | 342 | | $ | (6,946) | | 11 | | $ | (313) | | $ | 4,590 | |
(1)Treasury shares were withheld for payment of taxes, at a weighted average price per share of $41.00, $38.11 and $30.66 in the March 2022 quarter, June 2022 quarter and September 2022 quarter, respectively.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | Additional Paid-In Capital | Retained Earnings / (Accumulated Deficit) | Accumulated Other Comprehensive Loss | Treasury Stock | |
(in millions, except per share data) | Shares | Amount | Shares | Amount | Total |
Balance at December 31, 2020 | 647 | | $ | — | | $ | 11,259 | | $ | (428) | | $ | (9,038) | | 9 | | $ | (259) | | $ | 1,534 | |
Net loss | — | | — | | — | | (1,177) | | — | | — | | — | | (1,177) | |
| | | | | | | | |
Other comprehensive income | — | | — | | — | | — | | 78 | | — | | — | | 78 | |
Common stock issued for employee equity awards(1) | 2 | | — | | 23 | | — | | — | | 1 | | (20) | | 3 | |
Government grant warrant issuance | — | | — | | 44 | | — | | — | | — | | — | | 44 | |
Balance at March 31, 2021 | 649 | | $ | — | | $ | 11,326 | | $ | (1,605) | | $ | (8,960) | | 10 | | $ | (279) | | $ | 482 | |
Net income | — | | — | | — | | 652 | | — | | — | | — | | 652 | |
| | | | | | | | |
Other comprehensive income | — | | — | | — | | — | | 78 | | — | | — | | 78 | |
Common stock issued for employee equity awards(1) | 1 | | — | | 28 | | — | | — | | — | | (1) | | 27 | |
| | | | | | | | |
Government grant warrant issuance | — | | — | | 42 | | — | | — | | — | | — | | 42 | |
Balance at June 30, 2021 | 650 | | $ | — | | $ | 11,396 | | $ | (953) | | $ | (8,882) | | 10 | | $ | (280) | | $ | 1,281 | |
Net income | — | | — | | — | | 1,212 | | — | | — | | — | | 1,212 | |
| | | | | | | | |
Other comprehensive income | — | | — | | — | | — | | 82 | | — | | — | | 82 | |
Common stock issued for employee equity awards(1) | — | | — | | 32 | | — | | — | | — | | (1) | | 31 | |
| | | | | | | | |
| | | | | | | | |
Balance at September 30, 2021 | 650 | | $ | — | | $ | 11,428 | | $ | 259 | | $ | (8,800) | | 10 | | $ | (281) | | $ | 2,606 | |
(1)Treasury shares were withheld for payment of taxes, at a weighted average price per share of $38.35, $46.21 and $43.48 in the March 2021 quarter, June 2021 quarter and September 2021 quarter, respectively.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Delta Air Lines, Inc. September 2022 Form 10-Q 6
Notes to the Consolidated Financial Statements
DELTA AIR LINES, INC.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Delta Air Lines, Inc. and our consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information. Consistent with these requirements, this Form 10-Q does not include all the information required by GAAP for complete financial statements. As a result, this Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in our Form 10-K for the year ended December 31, 2021.
Management believes the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, including normal recurring items, considered necessary for a fair statement of results for the interim periods presented.
Due to impacts from the COVID-19 pandemic and the ongoing recovery, seasonal variations in the demand for air travel, the volatility of aircraft fuel prices and other factors, operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of operating results for the entire year.
We reclassified certain prior period amounts to conform to the current period presentation. Unless otherwise noted, all amounts disclosed are stated before consideration of income taxes.
Recent Accounting Standards
Standards Effective in Future Years
Fair Value of Equity Investments. In June 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2022-03, "Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions." Under this standard, a contractual restriction on the sale of an equity security is not considered in measuring the security's fair value. The standard also requires certain disclosures for equity securities that are subject to contractual restrictions. The ASU becomes effective January 1, 2024. Upon adoption, we do not believe it will have a material impact on the valuation of our equity investments; however, we may be required to include additional disclosures to the extent we have material equity investments subject to contractual sale restrictions.
Supplier Finance Program Obligations. In September 2022, the FASB issued ASU No. 2022-04, "Liabilities—Supplier Finance Programs (Subtopic 405-50)." This standard requires disclosure of the key terms of outstanding supplier finance programs and a rollforward of the related obligations. The new standard does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The ASU becomes effective January 1, 2023, except for the rollforward requirement, which becomes effective January 1, 2024. Upon adoption, we may be required to include additional disclosures to the extent we have material supplier finance program obligations.
NOTE 2. REVENUE RECOGNITION
Passenger Revenue | | | | | | | | | | | | | | | | | | | | |
|
| Three Months Ended September 30, | | Nine Months Ended September 30, | | |
(in millions) | 2022 | 2021 | | 2022 | 2021 | | | |
Ticket | $ | 10,247 | | $ | 6,237 | | | $ | 26,005 | | $ | 13,067 | | | | |
Loyalty travel awards | 786 | | 544 | | | 2,073 | | 1,213 | | | | |
Travel-related services | 431 | | 410 | | | 1,251 | | 998 | | | | |
Total passenger revenue | $ | 11,464 | | $ | 7,191 | | | $ | 29,329 | | $ | 15,278 | | | | |
Delta Air Lines, Inc. September 2022 Form 10-Q 7
Notes to the Consolidated Financial Statements
Ticket
We recognized approximately $3.9 billion and $1.8 billion in passenger revenue during the nine months ended September 30, 2022 and 2021, respectively, that had been recorded in our air traffic liability balance at the beginning of those periods.
In order to provide our customers more flexibility and time to plan or rebook their travel, we announced in January 2022 that all existing travel credit holders will have until December 31, 2023 to rebook their ticket for travel throughout 2024. Additionally, all Delta customers with upcoming 2022 travel or who purchase a ticket in 2022 will also have the flexibility to rebook their ticket through December 31, 2023, and travel throughout 2024. The air traffic liability classified as current as of September 30, 2022 represents our estimate of tickets and travel credits to be used within one year. We will continue to monitor our customers' travel behavior and may adjust our estimates in the future.
We estimate the value of tickets that will expire unused (“ticket breakage”) and recognize the related revenue at the scheduled flight date. Our ticket breakage estimates are primarily based on historical experience, ticket contract terms and customers’ travel behavior. Given the impact of the COVID-19 pandemic on customer behavior and changes made in ticket validity terms, as well as the elimination of change fees for most tickets, our estimates of revenue that will be recognized from the air traffic liability for unused tickets may vary in future periods.
Loyalty Travel Awards
Our SkyMiles loyalty program allows customers to earn mileage credits ("miles") by flying on Delta, Delta Connection and other airlines that participate in the loyalty program. Customers can also earn miles through participating companies, such as credit card companies, hotels, car rental agencies and ridesharing companies, who purchase miles from us. Our most significant contract to sell miles relates to our co-brand credit card relationship with American Express. During the nine months ended September 30, 2022 and 2021, total cash sales from marketing agreements related to our loyalty program were $4.1 billion and $2.9 billion, respectively, which are allocated to travel and other performance obligations. Loyalty travel awards revenue is related to the redemption of miles for air travel.
Current Activity of the Loyalty Program. Miles are combined in one homogeneous pool and are not separately identifiable. Therefore, revenue is comprised of miles that were part of the loyalty program deferred revenue balance at the beginning of the period as well as miles that were issued during the period. The timing of mile redemptions can vary widely; however, the majority of miles have historically been redeemed within two years of being earned.
The table below presents the activity of the current and noncurrent loyalty program deferred revenue and includes miles earned through travel and miles sold to participating companies, which are primarily through marketing agreements.
| | | | | | | | | | | |
Loyalty program activity |
(in millions) | | 2022 | 2021 |
Balance at January 1 | | $ | 7,559 | | $ | 7,182 | |
Miles earned | | 2,496 | | 1,541 | |
Miles redeemed for air travel | | (2,073) | | (1,213) | |
Miles redeemed for non-air travel and other | | (122) | | (54) | |
Balance at September 30 | | $ | 7,860 | | $ | 7,456 | |
Travel-Related Services
Travel-related services are primarily composed of services performed in conjunction with a passenger’s flight and include baggage fees, on-board sales and administrative fees.
Delta Air Lines, Inc. September 2022 Form 10-Q 8
Notes to the Consolidated Financial Statements
Other Revenue | | | | | | | | | | | | | | | | | | | | |
|
| Three Months Ended September 30, | | Nine Months Ended September 30, | | |
(in millions) | 2022 | 2021 | | 2022 | 2021 | | | |
Refinery | $ | 1,134 | | $ | 872 | | | $ | 3,835 | | $ | 2,189 | | | | |
Loyalty program | 655 | | 453 | | | 1,877 | | 1,260 | | | | |
Ancillary businesses | 249 | | 215 | | | 665 | | 586 | | | | |
Miscellaneous | 233 | | 161 | | | 640 | | 388 | | | | |
Total other revenue | $ | 2,271 | | $ | 1,701 | | | $ | 7,017 | | $ | 4,423 | | | | |
Refinery. This represents refinery sales to third parties, which are at or near cost; accordingly, the recorded margin on these sales is de minimis.
Loyalty Program. This relates to brand usage by third parties and other performance obligations embedded in miles sold, including redemption of miles for non-air travel and other awards. These revenues are mainly derived from the total cash sales from marketing agreements, discussed above.
Ancillary Businesses. This represents revenues from aircraft maintenance services we provide to third parties and our vacation wholesale operations.
Miscellaneous. This is primarily composed of revenues related to lounge access, including access provided to certain American Express cardholders, and codeshare agreements.
Revenue by Geographic Region
Operating revenue for the airline segment is recognized in a specific geographic region based on the origin, flight path and destination of each flight segment. A significant portion of the refinery segment's revenues typically consists of fuel sales to support the airline, which is eliminated in the Condensed Consolidated Financial Statements. The remaining operating revenue for the refinery segment is included in the domestic region. Our passenger and operating revenue by geographic region is summarized in the following tables:
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Passenger revenue by geographic region |
| Passenger Revenue | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, | | |
(in millions) | 2022 | 2021 | | 2022 | 2021 | | | |
Domestic | $ | 8,154 | | $ | 5,759 | | | $ | 22,035 | | $ | 12,517 | | | | |
Atlantic | 2,313 | | 730 | | | 4,553 | | 1,160 | | | | |
Latin America | 659 | | 564 | | | 2,084 | | 1,313 | | | | |
Pacific | 338 | | 138 | | | 657 | | 288 | | | | |
Total | $ | 11,464 | | $ | 7,191 | | | $ | 29,329 | | $ | 15,278 | | | | |
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Operating revenue by geographic region |
| Operating Revenue | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, | | |
(in millions) | 2022 | 2021 | | 2022 | 2021 | | | |
Domestic | $ | 10,118 | | $ | 7,311 | | | $ | 28,322 | | $ | 16,572 | | | | |
Atlantic | 2,705 | | 954 | | | 5,538 | | 1,688 | | | | |
Latin America | 752 | | 653 | | | 2,417 | | 1,620 | | | | |
Pacific | 400 | | 236 | | | 870 | | 549 | | | | |
Total | $ | 13,975 | | $ | 9,154 | | | $ | 37,147 | | $ | 20,429 | | | | |
Delta Air Lines, Inc. September 2022 Form 10-Q 9
Notes to the Consolidated Financial Statements
NOTE 3. FAIR VALUE MEASUREMENTS
Assets/(Liabilities) Measured at Fair Value on a Recurring Basis | | | | | | | | | | | | | | |
(in millions) | September 30, 2022 | Level 1 | Level 2 | Level 3 |
Cash equivalents | $ | 4,443 | | $ | 4,443 | | $ | — | | $ | — | |
Restricted cash equivalents | 302 | | 302 | | — | | — | |
Short-term investments | 1,345 | | 75 | | 1,270 | | — | |
Long-term investments | 899 | | 767 | | 35 | | 97 | |
Fuel hedge contracts | 23 | | — | | 23 | | — | |
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(in millions) | December 31, 2021 | Level 1 | Level 2 | Level 3 |
Cash equivalents | $ | 5,450 | | $ | 5,450 | | $ | — | | $ | — | |
Restricted cash equivalents | 635 | | 635 | | — | | — | |
Short-term investments | 3,386 | | 1,376 | | 2,010 | | — | |
Long-term investments | 1,459 | | 1,326 | | 36 | | 97 | |
Fuel hedge contracts | (18) | | — | | (18) | | — | |
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Cash Equivalents and Restricted Cash Equivalents. Cash equivalents generally consist of money market funds. Restricted cash equivalents generally consist of money market funds, time deposits, commercial paper and negotiable certificates of deposit, which primarily relate to certain self-insurance obligations and airport commitments as well as proceeds from debt issued to finance, among other things, a portion of the construction costs for our new terminal facilities at New York's LaGuardia Airport. Restricted cash equivalents are recorded in prepaid expenses and other and other noncurrent assets on our Consolidated Balance Sheet ("balance sheet"). The fair value of these cash equivalents is based on a market approach using prices generated by market transactions involving identical or comparable assets.
Short-Term Investments. Short-term investments consist of U.S. government and agency securities. The fair values of these investments are based on a market approach using industry standard valuation techniques that incorporate observable inputs such as quoted market prices, interest rates, benchmark curves, credit ratings of the security and other observable information.
As of September 30, 2022, the estimated fair value of our short-term investments was $1.3 billion. Of these investments, $711 million are expected to mature in one year or less, with the remainder maturing by the first half of 2024. Investments with maturities beyond one year when purchased are classified as short-term investments if they are expected to be available to support our short-term liquidity needs.
Long-Term Investments. Our long-term investments measured at fair value primarily consist of equity investments, which are valued based on market prices or other observable transactions and inputs, and are recorded in equity investments on our balance sheet. Our equity investments in private companies are classified as Level 3 in the fair value hierarchy as their equity is not traded on a public exchange and our valuations incorporate certain unobservable inputs, including non-public equity issuances and forecasts provided by our investees. Fair value measurement using unobservable inputs is inherently uncertain, and a change in significant inputs could result in different fair values. See Note 4, "Investments," for further information on our equity investments.
Fuel Hedge Contracts. Our derivative contracts to hedge the financial risk from changing fuel prices are primarily related to inventory at our wholly-owned subsidiary, Monroe Energy, LLC ("Monroe"). Our fuel hedge portfolio may consist of a combination of options, swaps or futures contracts, most of which have a duration of less than three months. Option and swap contracts are valued under income approaches using option pricing models and discounted cash flow models, respectively, based on data either readily observable in public markets, derived from public markets or provided by counterparties who regularly trade in public markets. Futures contracts and options on futures contracts are traded on a public exchange and valued based on quoted market prices. We recognized gains of $139 million and losses of $339 million on our fuel hedge contracts in aircraft fuel and related taxes on our Condensed Consolidated Statements of Operations and Comprehensive Income ("income statement") for the three and nine months ended September 30, 2022, respectively, compared to losses of $22 million and $143 million for the three and nine months ended September 30, 2021, respectively. The losses recognized during the nine months ended September 30, 2022 were composed of $380 million of settlements on contracts, partially offset by $41 million of mark-to-market adjustments. Expense from the settlement of closed contracts is offset by higher operating profits at Monroe from higher pricing. See Note 9, "Segments," for further information on our Monroe refinery segment.
Delta Air Lines, Inc. September 2022 Form 10-Q 10
Notes to the Consolidated Financial Statements
NOTE 4. INVESTMENTS
We have developed strategic relationships with a number of airlines and airline services companies through joint ventures and other forms of cooperation and support, including equity investments. Our equity investments reinforce our commitment to these relationships and generally enhance our ability to offer input to the investee on strategic issues and direction, in some cases through representation on the board of directors.
Fair Value Investments. Changes in the valuation of investments accounted for at fair value are recorded in gain/(loss) on investments, net in our income statement within non-operating expense and are driven by changes in stock prices, foreign currency fluctuations and other valuation techniques for investments in companies without publicly-traded shares.
Equity Method Investments. We record our share of our equity method investees' financial results in our income statement as described in the table below.
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Equity investments ownership interest and carrying value |
| Accounting Treatment | | Ownership Interest | | Carrying Value |
(in millions) | | | September 30, 2022 | December 31, 2021 | | September 30, 2022 | December 31, 2021 |
Air France-KLM | Fair Value | | 3 | % | 6 | % | | $ | 94 | | $ | 165 | |
China Eastern | Fair Value | | 2 | % | 2 | % | | 158 | | 177 | |
CLEAR | Fair Value | | 6 | % | 6 | % | | 189 | | 260 | |
Grupo Aeroméxico | Equity Method(1) | | 20 | % | 51 | % | | 424 | | — | |
Hanjin KAL | Fair Value(2) | | 15 | % | 13 | % | | 259 | | 455 | |
Unifi Aviation | Equity Method(3) | | 49 | % | 49 | % | | 161 | | 159 | |
Wheels Up | Fair Value(4) | | 21 | % | 21 | % | | 60 | | 241 | |
Other investments | Various | | | | | 240 | | 255 | |
Equity investments | | | | | | $ | 1,585 | | $ | 1,712 | |
(1)Results are included in equity method results in our income statement under non-operating expense.
(2)At September 30, 2022, we held 14.8% of the outstanding shares (including common and preferred), and 14.9% of the common shares, of Hanjin KAL.
(3)Results are included in contracted services in our income statement as this entity is integral to the operations of our business by providing services at many of our airport locations.
(4)We elected to account for our investment under the fair value option.
Air France-KLM. During the June 2022 quarter, Air France-KLM ("AFKL") executed a €2.3 billion rights issue, through the issuance of 1.9 billion new AFKL shares. We participated in the rights issue on a cash neutral basis by subscribing to approximately 36 million new AFKL shares using the proceeds from the sale of part of our rights to a third party. The net impact of these transactions reduced our ownership interest to approximately 3% and the change in the fair value of our investment in AFKL is recorded in gain/(loss) on investments, net in our income statement within non-operating expense.
Grupo Aeroméxico. In the March 2022 quarter, Grupo Aeroméxico ("Aeroméxico") emerged from its voluntary proceedings to reorganize under Chapter 11 of the United States bankruptcy code ("bankruptcy process"). At the conclusion of the bankruptcy process, Aeroméxico's previously outstanding capital stock was consolidated and exchanged for less than 0.01% of new capital stock, which effectively eliminated our historical 51% ownership stake. Upon emergence, Delta received a 20% equity stake in the newly restructured Aeroméxico in exchange for (1) our receivables under Aeroméxico's debtor-in-possession financing, (2) $100 million (recorded as an investing outflow on our Condensed Consolidated Statements of Cash Flows), and (3) our agreement to provide expanded commercial services to Aeroméxico in future periods. We account for our investment in Aeroméxico under the equity method of accounting and record our share of Aeroméxico's financial results in equity method results in our income statement.
Delta Air Lines, Inc. September 2022 Form 10-Q 11
Notes to the Consolidated Financial Statements
Other Investments
This category includes various investments that are accounted for at fair value or under the equity method, depending on our ownership interest and the level of influence conveyed by our investment.
Virgin Atlantic. Virgin Atlantic has completed an out-of-court restructuring, during which we provided strategic and operational assistance and which we continue to provide. The carrying value of our investment in Virgin Atlantic remains zero as of September 30, 2022. We maintained our 49% equity interest and continue to track our share of Virgin Atlantic's losses under the equity method of accounting, which are only recorded to the extent we make additional investments in Virgin Atlantic.
LATAM. LATAM Airlines Group S.A. ("LATAM") is undergoing voluntary proceedings to reorganize under Chapter 11 of the United States bankruptcy code, and the carrying value of our investment in LATAM remains zero as of September 30, 2022. In order to support our relationship with LATAM, we are providing strategic and operational assistance through the bankruptcy process. After LATAM's refinancing in the June 2022 quarter, we have a $71 million noncurrent receivable outstanding associated with LATAM's debtor-in-possession financing. LATAM's plan of reorganization has been confirmed by the Bankruptcy Court and is expected to take effect before the end of 2022. As our pre-bankruptcy equity ownership of approximately 20% will be substantially diluted to a de minimis level, we expect to participate in certain of the offerings contemplated under the reorganization plan at an additional investment level commensurate with an equity stake of approximately 10% in the reorganized LATAM.
In the September 2022 quarter, final regulatory approval was granted for our trans-American joint venture agreement with LATAM. This agreement will combine our highly complementary route networks between North and South America, with the goal of providing customers with a seamless travel experience and industry-leading connectivity. Approval was granted for a 10-year period with a subsequent reassessment and extension process. This agreement supports our strategic partnership with LATAM and the value of our $1.2 billion alliance-related indefinite-lived intangible asset. We believe the LATAM joint venture agreement will generate growth opportunities, building upon Delta's and LATAM's global footprint and joint ventures.
We have classified our intangible asset as indefinite-lived as we expect to indefinitely receive the economic benefits from the relationship, similar to other joint venture arrangements between U.S. and foreign carriers that have been cleared by competition authorities in relevant foreign jurisdictions and granted antitrust immunity from the U.S. Department of Transportation ("DOT"). Antitrust immunity grants are generally subject to reporting requirements and periodic reassessment processes administered by the DOT. We have determined that there are currently no material legal, regulatory, contractual, competitive, economic or other factors that limit the useful life of our LATAM alliance-related intangible asset.
Delta Air Lines, Inc. September 2022 Form 10-Q 12
Notes to the Consolidated Financial Statements
NOTE 5. DEBT
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Summary of outstanding debt by category |
| Maturity | Interest Rate(s) Per Annum at | September 30, | December 31, |
(in millions) | Dates | September 30, 2022 | 2022 | 2021 |
Unsecured Payroll Support Program Loans | 2030 | to | 2031 | 1.00% | $ | 3,496 | | $ | 3,496 | |
Unsecured notes | 2023 | to | 2029 | 2.90% | to | 7.38% | 2,997 | | 4,354 | |
Financing arrangements secured by SkyMiles assets: | | | | | | | | |
SkyMiles Notes(1) | 2023 | to | 2028 | 4.50% | and | 4.75% | 5,144 | | 6,000 | |
SkyMiles Term Loan(1)(2) | 2023 | to | 2027 | 6.46% | 2,820 | | 2,820 | |
Financing arrangements secured by aircraft: | | | | |
Certificates(1) | 2022 | to | 2028 | 2.00% | to | 8.00% | 1,855 | | 1,932 | |
Notes(1)(2) | 2022 | to | 2033 | 1.99% | to | 5.75% | 915 | | 1,139 | |
NYTDC Special Facilities Revenue Bonds(1) | 2023 | to | 2045 | 4.00% | to | 5.00% | 2,838 | | 2,894 | |
Financing arrangements secured by slots, gates and/or routes: | | | | | | | | |
2020 Senior Secured Notes | 2025 | |