8-K - DAL - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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): March 12, 2024

DELTA AIR LINES,

INC.

(Exact name of registrant as specified in its charter)

Delaware	001-05424	58-0218548
(State or other jurisdiction <br>of incorporation)	(Commission <br>File Number)	(IRS Employer <br>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”) are presenting at the J.P. Morgan Industrials Conference on March 12, 2024. Delta is reaffirming its outlook, previously provided on January 12, 2024, for the full year 2024 and March quarter. Delta expects to deliver year-over-year total revenue growth in the top half of the initial guidance range for the March quarter.

	FY24 Forecast
Earnings Per Share	$6 - $7
Free Cash Flow ($B)	$3 - $4
Adjusted Debt to EBITDAR	2x - 3x
	1Q24 Forecast
---	---
Total<br> Revenue YoY	Up 3% - 6%
Operating Margin	Approx. 5%
Earnings Per Share	$0.25 - $0.50

Reconciliation of Non-GAAP Financial Measures

The financial measures included above (“non-GAAP financial measures”) are derived from Delta’s Consolidated Financial Statements, but are 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. Delta is not able to reconcile certain forward looking non-GAAP financial measures included above without unreasonable effort because the adjusting items will not be known until the end of the indicated future periods and could be significant.

Included below are reconciliations of certain non-GAAP financial measures to the most directly comparable GAAP financial measures. Reconciliations below may not calculate exactly due to rounding. The following adjustments are made to provide comparability between the reported periods, if applicable, and for the reasons indicated below:

Third-party refinery sales. Refinery sales to third parties, and related expenses, are not related to Delta’s airline segment. Excluding these sales therefore provides a more meaningful comparison of Delta’s airline operations to the rest of the airline industry.

MTM adjustments on investments. Mark-to-market (“MTM”) adjustments are defined as fair value changes recorded in periods other than the settlement period. Unrealized gains/losses result from Delta’s 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 certain companies, particularly those without publicly-traded shares. Adjusting for these gains/losses allows investors to better understand and analyze Delta’s core operational performance in the periods shown.

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Total Revenue, adjusted

	Three<br> Months Ended
	(Projected)
(in billions)	March<br> 31, 2024			March<br> 31, 2023
Total revenue	$	13.3<br>- 13.65		$	12.8
Adjusted for:
Third-party<br> refinery sales		~(1.1	)		(0.9	)
Total revenue, adjusted	$	12.2<br>- 12.55		$	11.8

Operating Margin, adjusted

	Three Months Ended
	(Projected)
	March 31, 2024
Operating margin	~4%
Adjusted for:
Third-party refinery sales	~1
Operating margin, adjusted	~5%

Pre-Tax Income, Net Income, and Diluted Earnings per Share, adjusted

	Three Months Ended						Three Months Ended
	(Projected)						(Projected)
	March 31, 2024						March 31, 2024
	Pre-Tax		Income		Net		Earnings
(in billions, except per share data)	Income		Tax		Income		Per Diluted Share
GAAP	$	0.0 - 0.2	$	~(0.0)	$	0.0 - 0.2	$	0.00 - 0.25
Adjusted for:
MTM adjustments on investments		~0.2
Non-GAAP	$	0.2 - 0.4	$	~(0.1)	$	0.1 - 0.3	$	0.25 - 0.50

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Forward Looking Statements

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 strategiesfor the future, should be considered “forward-looking statements” under the Securities Act of 1933, as amended, the SecuritiesExchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements are not guarantees or promisedoutcomes and should not be construed as such. All forward-looking statements involve a number of risks and uncertainties that could causeactual results to differ materially from the estimates, expectations, beliefs, intentions, projections, goals, aspirations, commitmentsand strategies reflected in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limitedto, the possible effects of serious accidents involving our aircraft or aircraft of our airline partners; breaches or lapses in the securityof technology systems we use and rely on, which could compromise the data stored within them, as well as failure to comply with evolvingglobal 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; increases in the cost of aircraftfuel; extended disruptions in the supply of aircraft fuel, including from Monroe Energy, LLC (“Monroe”), a wholly-owned subsidiaryof Delta that operates the Trainer refinery; failure to receive the expected results or returns from our commercial relationships withairlines in other parts of the world and the investments we have in certain of those airlines; the effects of a significant disruptionin the operations or performance of third parties on which we rely; failure to comply with the financial and other covenants in our financingagreements; labor issues; the effects on our business of seasonality and other factors beyond our control, such as changes in value inour equity investments, severe weather conditions, natural disasters or other environmental events, including from the impact of climatechange; failure or inability of insurance to cover a significant liability at Monroe’s refinery; failure to comply with existingand future environmental regulations to which Monroe’s refinery operations are subject, including costs related to compliance withrenewable fuel standard regulations; significant damage to our reputation and brand, including from exposure to significant adverse publicityor inability to achieve certain sustainability goals; our ability to retain senior management and other key employees, and to maintainour company culture; disease outbreaks, such as the COVID-19 pandemic or similar public health threats, and measures implemented to combatthem; the effects of terrorist attacks, geopolitical conflict or security events; competitive conditions in the airline industry; extendedinterruptions or disruptions in service at major airports at which we operate or significant problems associated with types of aircraftor engines we operate; the effects of extensive government regulation we are subject to; the impact of environmental regulation, includingbut not limited to regulation of hazardous substances, increased regulation to reduce emissions and other risks associated with climatechange, and the cost of compliance with more stringent environmental regulations; and unfavorable economic or political conditions inthe markets in which we operate or volatility in currency exchange rates.

Additional information concerning risks and uncertainties that couldcause 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, 2023. Caution should be taken not to place undue relianceon our forward-looking statements, which represent our views only as of the date of this Form 8-K, and which we undertake no obligationto update except to the extent required by law.

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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/ Daniel C. Janki
		Daniel C. Janki
Date: March 12, 2024		Executive Vice President & Chief Financial Officer

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