Current Report Filing (8-k)
December 12 2019 - 7:04AM
Edgar (US Regulatory)
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2019-12-12
2019-12-12
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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):
December 12, 2019
DELTA AIR LINES, INC.
(Exact name
of registrant as specified in its charter)
Delaware
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001-05424
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58-0218548
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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DAL
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New York Stock Exchange
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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. ☐
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Item 7.01
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Regulation FD Disclosure.
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Delta Air Lines, Inc. (“Delta”)
issued today a press release related to its annual investor day, which is furnished as Exhibit 99.1 to this Form 8-K.
The investor day conference will also be
webcast. Materials to be used in conjunction with the conference are furnished as Exhibit 99.2 to this Form 8-K.
Delta Air Lines yesterday hosted an informal
session for investors. Materials used in conjunction with this session are furnished as Exhibit 99.3 to this Form 8-K.
In accordance with general instruction
B.2 of Form 8−K, the information in this report (including the exhibits) that is being furnished pursuant to Item 7.01 and
Item 8.01 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 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 availability of aircraft fuel; the impact of fuel hedging activity including rebalancing our hedge portfolio, recording mark-to-market
adjustments or posting collateral in connection with our fuel hedge contracts; the performance of our significant investments in
airlines in other parts of the world; the possible effects of accidents involving our aircraft; breaches or security lapses in
our information technology systems; disruptions in our information technology infrastructure; our dependence on technology in our
operations; the restrictions that financial covenants in our financing agreements could have on our financial and business operations;
labor issues; the effects of weather, natural disasters and seasonality on our business; the effects of an extended disruption
in services provided by third parties; 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 senior management and key employees; damage to our reputation and brand if we are exposed to significant
adverse publicity through social media; the effects of terrorist attacks or geopolitical conflict; competitive conditions in the
airline industry; interruptions or disruptions in service at major airports at which we operate; the effects of extensive government
regulation on our business; the sensitivity of the airline industry to prolonged periods of stagnant or weak economic conditions;
uncertainty in economic conditions and regulatory environment in the United Kingdom related to the exit of the United Kingdom from
the European Union; 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 December 31, 2018. Caution
should be taken not to place undue reliance on our forward-looking statements, which represent our views only as of December 12,
2019, and which we have no current intention to update.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit 99.1
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Press Release dated December 12, 2019
titled “Delta Hosts Investor Day, Highlighting its Global Scale, Powerful Brand and Unmatched Competitive Advantages”
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Exhibit 99.2
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Investor Day Presentation
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Exhibit 99.3
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Finance Insights Presentation
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Exhibit 104
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The cover
page from this Current Report on Form 8-K, formatted in Inline XBRL
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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.
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DELTA AIR LINES, INC.
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By: /s/ Paul A. Jacobson
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Date: December 12, 2019
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Paul A. Jacobson
Executive Vice President & Chief Financial Officer
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