Current Report Filing (8-k)
December 14 2022 - 8:01AM
Edgar (US Regulatory)
0000027904
false
0000027904
2022-12-14
2022-12-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
14, 2022
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,
Delta Air Lines, Inc. will host its Financial Outlook and Strategic Update in New York and via live webcast today. Materials to be used
in conjunction with the event are 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 and Exhibit
99.1 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 material adverse effect that the COVID-19 pandemic has had on our business; the impact
of incurring significant debt in response to the 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 and of the data stored within them, as well as compliance with ever-evolving global privacy and security regulatory
obligations; 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 of weather, natural disasters and seasonality on our business; 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; our ability to retain senior management and other key employees, and to maintain our company
culture; significant damage to our reputation and brand, including from exposure to significant adverse publicity or inability to achieve
certain sustainability goals; 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, 2021 and our quarterly Report on Form
10-Q for the quarterly period ended September 30, 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.
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: December 14, 2022 |
Daniel C. Janki
Executive Vice President & Chief Financial Officer |
Delta Air Lines (NYSE:DAL)
Historical Stock Chart
From Jul 2024 to Aug 2024
Delta Air Lines (NYSE:DAL)
Historical Stock Chart
From Aug 2023 to Aug 2024