Current Report Filing (8-k)
May 14 2020 - 7:36AM
Edgar (US Regulatory)
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2020-05-13
2020-05-13
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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):
May 13, 2020
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. ☐
Item 2.06 Material
Impairments.
The board of directors of Delta Air Lines, Inc. (“Delta,”
“we,” or “our”) on May 13, 2020 authorized a plan to retire our Boeing 777 aircraft and remove them from
service by the end of 2020. We also previously determined to accelerate the retirement of our MD-90 aircraft, which will exit the
fleet effective June 2020. These decisions are intended to better align our network with lower passenger demand stemming from the
COVID-19 pandemic, streamline and modernize our fleet, and generate cost savings.
As a result of these decisions, we evaluated our Boeing 777
and MD-90 aircraft for impairment and concluded that the carrying value of these aircraft was no longer recoverable when compared
to their estimated remaining future cash flows. Consequently, during the June 2020 quarter, we expect to record non-cash impairment
charges associated with these aircraft. Although the actual amount of the charges has not yet been finalized, we expect the aggregate
impairment charges to range from $1.4 billion to $1.7 billion, before tax. An immaterial amount associated with the impairment
charges is expected to result in future cash expenditures. We plan to continue to consider further opportunities for early aircraft
retirements in an effort to modernize and simplify our fleet in the future.
Item 7.01 Regulation
FD Disclosure.
On May 14, 2020, we released a memo from
Ed Bastian, our Chief Executive Officer, to all employees of Delta. A copy of that memo is attached.
In accordance with general instruction
B.2 of Form 8−K, the information in this report that is being furnished pursuant to Item 7.01 of Form 8-K (including the
exhibit) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, 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 Exhibit
99.1 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 material adverse effect that the COVID-19
pandemic is having on our business; the impact of incurring significant debt in response to the pandemic; 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 performance of our significant investments in airlines
in other parts of the world; the restrictions that financial and other 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; the cost of aircraft fuel; the availability of aircraft
fuel; 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; 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 impact of environmental
regulation on our business; the sensitivity of the airline industry to prolonged periods of stagnant or weak economic conditions;
and uncertainty in economic conditions and regulatory environment in the United Kingdom related to the exit of the United Kingdom
from the European Union.
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 Dec. 31, 2019 and our Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2020. Caution should be taken not to place undue reliance on
our forward-looking statements, which represent our views only as of May 14, 2020, and which we have no current intention 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.
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DELTA AIR LINES, INC.
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By: /s/ Paul A. Jacobson
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Date: May 14, 2020
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Paul A. Jacobson,
Executive Vice President and Chief Financial Officer
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