8-K

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): September 14, 2023

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))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. ☐

Item 7.01 Regulation FD Disclosure.

As previously announced, executives of Delta Air Lines, Inc. (“Delta”) will participate in the Morgan Stanley Laguna Conference on September 14, 2023. In connection with the conference, Delta issued an Investor Update today, which is furnished as Exhibit 99.1 to this Form 8-K.

In accordance with general instruction B.2 of Form 8-K, the information in this report (including the exhibit) that is being furnished pursuant to Item 7.01 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

Statements made in this Form 8-K that are not historical facts, including statements regarding our estimates, expectations, beliefs, intentions, projections, goals, aspirations, commitments or strategies for the future, should be considered “forward-looking statements” under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements are not guarantees or promised outcomes and should not be construed as such. 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, goals, aspirations, commitments and strategies reflected in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to, the impact of incurring significant debt in response to the COVID-19 pandemic; failure to comply with the financial and other covenants in our financing agreements; the possible effects of accidents involving our aircraft or aircraft of our airline partners; breaches or lapses in the security of technology systems on which we rely, which could compromise the data stored within them, as well as failure to comply with ever-evolving global privacy and security regulatory obligations or adequately address increasing customer focus on privacy issues and data security; disruptions in our information technology infrastructure; our dependence on technology in our operations; our commercial relationships with airlines in other parts of the world and the investments we have in certain of those airlines; the effects of a significant disruption in the operations or performance of third parties on which we rely; failure to realize the full value of intangible or long-lived assets; labor issues; the effects on our business of seasonality and other factors beyond our control, including severe weather conditions, natural disasters or other environmental events, including from the impact of climate change; changes in the cost of aircraft fuel; extended disruptions in the supply of aircraft fuel, including from Monroe Energy, LLC (“Monroe”), a wholly-owned subsidiary of Delta; failure or inability of insurance to cover a significant liability at Monroe’s Trainer refinery; failure to comply with existing and future environmental regulations to which Monroe’s refinery operations are subject, including costs related to compliance with renewable fuel standard regulations; significant damage to our reputation and brand, including from exposure to significant adverse publicity or inability to achieve certain sustainability goals; our ability to retain senior management and other key employees, and to maintain our company culture; disease outbreaks, such as the COVID-19 pandemic or similar public health threats, and measures implemented to combat them; the effects of terrorist attacks, geopolitical conflict or security events; competitive conditions in the airline industry; extended interruptions or disruptions in service at major airports at which we operate or significant problems associated with types of aircraft or engines we operate; the effects of extensive government regulation we are subject to; the impact of environmental regulation, including but not limited to increased regulation to reduce emissions and other risks associated with climate change, and the cost of compliance with more stringent environmental regulations; and unfavorable economic or political conditions in the markets in which we operate or volatility in currency exchange rates.

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 December 31, 2022. Caution should be taken not to place undue reliance on our forward-looking statements, which represent our views only as of the date of this Form 8-K, and which we undertake no obligation to update except to the extent required by law.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit 99.1	Investor Update
Exhibit 104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

2

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/ Daniel C. Janki
Date:  September 14, 2023	Daniel C. Janki Executive Vice President & Chief Financial Officer

3

EX-99.1

Exhibit 99.1

 

• Reaffirming full year guidance for earnings of $6 to $7 per share. • Expect September quarter earnings of $1.85 to $2.05 per share and operating margin of ~13%. • September quarter total revenue growth is expected to be within the upper half of initial guidance. o TRASM is expected to be down 2% to 3%, led by strength in the Transatlantic with steady Domestic trends, including 1 point of pressure from MRO and Cargo. • September quarter fuel price per gallon is expected to be $2.75 to $2.90. • September quarter non - fuel unit costs are expected to increase 1% to 2%, above initial guidance due to higher - than - expected maintenance costs. September Quarter and Full Year 2023 Commentary September 14, 2023 Note: Information for the September quarters 2023 and 2022 in this investor update are adjusted as described in the reconciliations below. Updated September Quarter 2023 Guidance (1) Non - GAAP measure, excluding third - party refinery sales (see page 2) 1 Prior Guidance Updated Guidance Up 11% - 14% Upper Half Total Revenue YoY 1 Down 2% - 4% Down 2% - 3% TRASM YoY 1 no change Up 16% ASMs YoY Down 1% - 3% Up 1% - 2% CASM - Ex 1 YoY $2.50 - $2.70 2 $2.75 - $2.90 2 Fuel Price 1 ($/gal) Mid - Teens ~13% Operating Margin 1 $2.20 - $2.50 $1.85 - $2.05 Earnings Per Share 1 (2) Fuel price guidance for September quarter 2023 is based on prices as of September 11 th and includes an 11¢ per gallon refinery contribution

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 update to the most directly comparable GAAP financial measures. Reconciliations may not calculate due to rounding. While we are able to reconcile forward looking non - GAAP financial measures related to Q3 2023, we are not able to reconcile future period measures (i.e., beyond Q3 2023) without unreasonable effort because the adjusting items such as those used in the reconciliations below will not be known until the end of the indicated future periods and could be significant. Non - GAAP Reconciliations Forward Looking Statements Statements made in this presentation that are not historical facts, including statements regarding our estimates, expectation s, beliefs, intentions, projections, goals, aspirations, commitments or strategies for the future, should be considered “ forwardlooking statements” under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements are not guarantees or promised outcomes and should not be construed as such. 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, goals, aspirations, commitments and str ate gies reflected in or suggested by the forward - looking statements. These risks and uncertainties include, but are not limited to, the impact of incurring significant debt in response to the COVID - 19 pandemic; failure to comply with the financial and other covenants in our financing agreements; the possible effects of accidents involving our aircraft or aircraft of our airline pa rtn ers; breaches or lapses in the security of technology systems on which we rely, which could compromise the data stored within them , as well as failure to comply with ever - evolving global privacy and security regulatory obligations or adequately address increas ing customer focus on privacy issues and data security; disruptions in our information technology infrastructure; our dependence on technology in our operations; our commercial relationships with airlines in other parts of the world and the investments we h ave in certain of those airlines; the effects of a significant disruption in the operations or performance of third parties on whichwe rely; failure to realize the full value of intangible or long - lived assets; labor issues; the effects on our business of seasonality a nd other factors beyond our control, including severe weather conditions, natural disasters or other environmental events, including f rom the impact of climate change; changes in the cost of aircraft fuel; extended disruptions in the supply of aircraft fuel, incl udi ng from Monroe Energy, LLC (“Monroe”), a wholly - owned subsidiary of Delta; failure or inability of insurance to cover a significant liab ility at Monroe’s Trainer refinery; failure to comply with existing and future environmental regulations to which Monroe’s refinery operations are subject, including costs related to compliance with renewable fuel standard regulations; significant damage toour reputation and brand, including from exposure to significant adverse publicity or inability to achieve certain sustainabilitygoals ; our ability to retain senior management and other key employees, and to maintain our company culture; disease outbreaks, such as the COVID - 19 pandemic or similar public health threats, and measures implemented to combat them; the effects of terrorist attacks, geopolitical conflict or security events; competitive conditions in the airline industry; extended interruptions or dis ruptions in service at major airports at which we operate or significant problems associated with types of aircraft or engines we oper ate ; the effects of extensive government regulation we are subject to; the impact of environmental regulation, including but not l imi ted to increased regulation to reduce emissions and other risks associated with climate change, and the cost of compliance with more stringent environmental regulations; and unfavorable economic or political conditions in the markets in which we operateor volatility in currency exchange rates. Additional information concerning risks and uncertainties that could cause differences between actual results and forward - lookin g statements is contained in our Securities and Exchange Commission filings, including our Annual Report on Form 10 - K for the fiscal year ended December 31, 2022. Caution should be taken not to place undue reliance on our forward - looking statements, which represent our views only as of the date of this presentation, and which we undertake no obligation to update except to the extent required by law. 2

3 Adjustments. We regularly adjust certain GAAP measures for the following items, if applicable, for the reasons indicated below: Mark - To - Market ("MTM") adjustments on investments . Unrealized gains/losses result from our equity investments that are accounted for at fair value in non - operating expense. The gains/losses are driven by changes in stock prices, foreign currency fluctuations and other valuation techniques for investments in companies without publicly - traded shares. Adjusting for these gains/losses allows investors to better understand and analyze our core operational performance in the periods shown. Third - party refinery sales . Refinery sales to third parties, and related expenses, are not related to our airline segment. Excluding these sales therefore provides a more meaningful comparison of our airline operations to the rest of the airline industry. MTM adjustments and settlements on hedges. 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 applicable period. Aircraft fuel and related taxes. The volatility in fuel prices impacts the comparability of year - over - year financial performance. The adjustment for aircraft fuel and related taxes allows investors to better understand and analyze our non - fuel costs and year - over - year financial performance. Profit sharing. We adjust for profit sharing because this adjustment allows investors to better understand and analyze our recurring cost performance and provides a more meaningful comparison of our core operating costs to the airline industry. Diluted Earnings per Share, adjusted (in billions, except per share data) GAAP $ 1.70 - 1.90 Adjusted for: MTM adjustments on investments ~0.15 Non-GAAP $ 1.85 - 2.05 Per Diluted Share Three Months Ended (Projected) September 30, 2023 Earnings Operating Margin, adjusted (Projected) September 30, 2023 ~12% Third-party refinery sales ~1 ~13% Operating margin Adjusted for: Operating margin, adjusted Three Months Ended

3 Total Revenue, adjusted and Total Revenue Per Available Seat Mile ("TRASM"), adjusted (Projected) (in billions) September 30, 2023 September 30, 2022 $ ~15.4 - 15.6 14.0$ Third-party refinery sales ~(1.0) - (1.1) (1.1) $ ~14.4 - 14.6 12.8$ (Projected) (in cents) September 30, 2023 September 30, 2022 ~21.10 - 21.30 22.18 Third-party refinery sales ~(1.35) - (1.50) (1.80) ~19.75 - 19.95 20.38 TRASM Adjusted for: TRASM, adjusted Total revenue, adjusted Total revenue Adjusted for: Three Months Ended Three Months Ended Average fuel price per gallon, adjusted Three Months Ended (Projected) September 30, 2023 Average fuel price per gallon $ ~2.80 - 2.95 MTM adjustments and settlements on hedges ~(0.05) $ ~2.75 - 2.90Average fuel price per gallon, adjusted Adjusted for: Non-Fuel Unit Cost or Cost per Available Seat Mile, adjusted ("CASM-Ex") (Projected) (in cents) September 30, 2023 September 30, 2022 CASM ~18.60 - 18.75 19.87 Third-party refinery sales ~(1.35) - (1.50) (1.80) Aircraft fuel and related taxes ~(4.10) (5.26) Profit sharing ~(0.60) (0.38) ~12.55 - 12.70 12.43 Three Months Ended CASM-Ex Adjusted for:

XML

Cover	Sep. 14, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 14, 2023
Entity File Number	001-05424
Entity Registrant Name	DELTA AIR LINES, INC.
Entity Central Index Key	0000027904
Entity Tax Identification Number	58-0218548
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	P.O. Box 20706
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30320-6001
City Area Code	(404)
Local Phone Number	715-2600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	DAL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false