SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-5424
DELTA AIR LINES, INC.
State of Incorporation: Delaware
IRS Employer Identification No.: 58-0218548
P.O. Box 20706, Atlanta, Georgia 30320-6001
Telephone: (404) 715-2600
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes x No o
Number of shares outstanding by each class of common stock,
as of October 31, 2003:
Common Stock, $1.50 par value 123,461,429 shares outstanding
This document is also available on our web site at http://investor.delta.com/edgar.cfm.
FORWARD-LOOKING STATEMENTS
Statements in this Form 10-Q (or otherwise made by us or on our behalf) that are not historical facts, including statements regarding our estimates, expectations, beliefs, intentions, projections or strategies for the future, may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations. Factors that could cause these differences include, but are not limited to:
| 1. | the many effects on us and the airline industry from the terrorist attacks on the United States on September 11, 2001, including the following: |
| | the adverse impact on the demand for air travel; |
| | the change in our operations and higher costs resulting from new airline and airport security directives and related customer reactions; |
| | the availability and cost of war and terrorism risk and other insurance for us; and |
| | potential declines in the values of the aircraft in our fleet or facilities and related asset impairment charges; |
| 2. | the availability to us of financing on commercially reasonable terms, which may be influenced by, among other things, airline bankruptcies, the creditworthiness of the airline industry in general and us in particular, and actions by credit rating agencies; |
| 3. | military action in Iraq and continued geopolitical uncertainty, including additional terrorist activity; |
| 4. | general economic conditions, both in the United States and in our markets outside the United States; |
| 5. | the results of the profit improvement initiatives previously announced by us; |
| 6. | the willingness of customers to travel generally, and with us specifically, which could be affected by disease outbreaks, such as Severe Acute Respiratory Syndrome, and our and the industrys safety record; |
| 7. | competitive factors in our industry, such as airline bankruptcies, the airline pricing environment, the growth of low cost carriers, the ability of other airlines to reduce their costs through bankruptcy or otherwise, international alliances, codesharing programs, capacity decisions by competitors and mergers and acquisitions; |
1
| 8. | outcomes of negotiations on collective bargaining agreements, including Deltas current discussions with the Air Line Pilots Association to reduce pilot employment costs, and other labor issues; |
| 9. | changes in the availability or cost of aircraft fuel or fuel hedges; |
| 10. | our future funding obligations under our defined benefit pension plans, which are based on various factors, including actual market performance of our pension plan assets, future 30-year U.S. Treasury bond yields and regulatory requirements; |
| 11. | disruptions to operations due to adverse weather conditions and air traffic control-related constraints; |
| 12. | actions by the United States or foreign governments, including the Federal Aviation Administration and other regulatory agencies; and |
| 13. | the outcome of our litigation. |
Additional information concerning risks and uncertainties that could cause differences between actual results and forward-looking statements is contained in our Annual Report on Form 10-K for the year ended December 31, 2002 and in Pre-Effective Amendment No.1 to our Registration Statement on Form S-3 filed with the Securities and Exchange Commission on October 14, 2003. Caution should be taken not to place undue reliance on our forward-looking statements, which represent our views as of November 14, 2003, and which we have no current intention to update.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
DELTA AIR LINES, INC.
Consolidated Balance Sheets
(In Millions, Except Share Data)
| September 30, | December 31, | |||||||||
| ASSETS | 2003 | 2002 | ||||||||
| (Unaudited) | ||||||||||
CURRENT ASSETS: |
||||||||||
Cash and cash equivalents |
$ | 2,727 | $ | 1,969 | ||||||
Restricted cash |
205 | 134 | ||||||||
Accounts receivable, net of an allowance for uncollectible accounts
of $53 at September 30, 2003 and $33 at December 31, 2002 |
796 | 292 | ||||||||
Income tax receivable |
8 | 319 | ||||||||
Expendable parts and supplies inventories, net of an allowance for
obsolescence of $181 at September 30, 2003 and $183 at December 31, 2002 |
197 | 164 | ||||||||
Deferred income taxes |
691 | 668 | ||||||||
Prepaid expenses and other |
338 | 356 | ||||||||
Total current assets |
4,962 | 3,902 | ||||||||
PROPERTY AND EQUIPMENT: |
||||||||||
Flight equipment |
20,867 | 20,295 | ||||||||
Accumulated depreciation |
(6,272 | ) | (6,109 | ) | ||||||
Flight equipment, net |
14,595 | 14,186 | ||||||||
Flight and ground equipment under capital leases |
478 | 439 | ||||||||
Accumulated amortization |
(361 | ) | (297 | ) | ||||||
Flight and ground equipment under capital leases, net |
117 | 142 | ||||||||
Ground property and equipment |
4,423 | 4,270 | ||||||||
Accumulated depreciation |
(2,379 | ) | (2,206 | ) | ||||||
Ground property and equipment, net |
2,044 | 2,064 | ||||||||
Advance payments for equipment |
89 | 132 | ||||||||
Total property and equipment, net |
16,845 | 16,524 | ||||||||
OTHER ASSETS: |
||||||||||
Investments in associated companies |
| 174 | ||||||||
Goodwill |
2,092 | 2,092 | ||||||||
Operating rights and other intangibles, net of accumulated amortization
of $177 at September 30, 2003 and $172 at December 31, 2002 |
97 | 102 | ||||||||
Restricted investments for Boston airport terminal project |
336 | 417 | ||||||||
Other noncurrent assets |
1,429 | 1,509 | ||||||||
Total other assets |
3,954 | 4,294 | ||||||||
Total assets |
$ | 25,761 | $ | 24,720 | ||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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DELTA AIR LINES, INC.
Consolidated Balance Sheets
(In Millions, Except Share Data)
| September 30, | December 31, | |||||||||||
| LIABILITIES AND SHAREOWNERS' EQUITY | 2003 | 2002 | ||||||||||
| (Unaudited) | ||||||||||||
CURRENT LIABILITIES: |
||||||||||||
Current maturities of long-term debt |
$ | 1,005 | $ | 666 | ||||||||
Current obligations under capital leases |
24 | 27 | ||||||||||
Accounts payable, deferred credits and other accrued liabilities |
1,735 | 1,921 | ||||||||||
Air traffic liability |
1,539 | 1,270 | ||||||||||
Taxes payable |
873 | 862 | ||||||||||
Accrued salaries and related benefits |
1,214 | 1,365 | ||||||||||
Accrued rent |
215 | 344 | ||||||||||
Total current liabilities |
6,605 | 6,455 | ||||||||||
NONCURRENT LIABILITIES: |
||||||||||||
Long-term debt |
10,939 | 9,576 | ||||||||||
Long-term debt issued by Massachusetts Port Authority |
498 | 498 | ||||||||||
Capital leases |
77 | 100 | ||||||||||
Postretirement benefits |
2,274 | 2,282 | ||||||||||
Accrued rent |
726 | 739 | ||||||||||
Pension and related benefits |
3,151 | 3,242 | ||||||||||
Other |
179 | 93 | ||||||||||
Total noncurrent liabilities |
17,844 | 16,530 | ||||||||||
DEFERRED CREDITS: |
||||||||||||
Deferred gains on sale and leaseback transactions |
440 | 478 | ||||||||||
Deferred revenue and other credits |
104 | 100 | ||||||||||
Total deferred credits |
544 | 578 | ||||||||||
COMMITMENTS AND CONTINGENCIES (Notes 3, 5 and 6) |
||||||||||||
EMPLOYEE STOCK OWNERSHIP PLAN
PREFERRED STOCK: |
||||||||||||
Series B ESOP Convertible Preferred Stock, $1.00 par value,
$72.00 stated and liquidation value; 5,887,361 shares issued
and outstanding at September 30, 2003, and 6,065,489 shares
issued and outstanding at December 31, 2002 |
424 | 437 | ||||||||||
Unearned compensation under employee stock ownership plan |
(153 | ) | (173 | ) | ||||||||
Total Employee Stock Ownership Plan Preferred Stock |
271 | 264 | ||||||||||
SHAREOWNERS EQUITY: |
||||||||||||
Common stock, $1.50 par value; 450,000,000 shares authorized;
180,911,284 shares issued at September 30, 2003 and 180,903,373
shares issued at December 31, 2002 |
271 | 271 | ||||||||||
Additional paid-in capital |
3,258 | 3,263 | ||||||||||
Retained earnings |
1,175 | 1,639 | ||||||||||
Accumulated other comprehensive loss |
(1,494 | ) | (1,562 | ) | ||||||||
Treasury stock at cost, 57,477,097 shares at September 30, 2003
and 57,544,168 shares at December 31, 2002 |
(2,713 | ) | (2,718 | ) | ||||||||
Total shareowners equity |
497 | 893 | ||||||||||
Total liabilities and shareowners equity |
$ | 25,761 | $ | 24,720 | ||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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DELTA AIR LINES, INC.
Consolidated Statements of Operations
(Unaudited)
(In Millions, Except Share Data)
| Three Months Ended | Nine Months Ended | |||||||||||||||||
| September 30, | September 30, | |||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||||
OPERATING REVENUES: |
||||||||||||||||||
Passenger |
$ | 3,201 | $ | 3,165 | $ | 9,181 | $ | 9,260 | ||||||||||
Cargo |
113 | 112 | 340 | 332 | ||||||||||||||
Other, net |
129 | 143 | 384 | 405 | ||||||||||||||
Total operating revenues |
3,443 | 3,420 | 9,905 | 9,997 | ||||||||||||||
OPERATING EXPENSES: |
||||||||||||||||||
Salaries and related costs |
1,564 | 1,555 | 4,790 | 4,619 | ||||||||||||||
Aircraft fuel |
482 | 468 | 1,428 | 1,208 | ||||||||||||||
Depreciation and amortization |
298 | 289 | 895 | 861 | ||||||||||||||
Contracted services |
208 | 256 | 659 | 760 | ||||||||||||||
Landing fees and other rents |
214 | 213 | 644 | 627 | ||||||||||||||
Aircraft maintenance materials and outside repairs |
162 | 182 | 465 | 548 | ||||||||||||||
Aircraft rent |
182 | 175 | 544 | 532 | ||||||||||||||
Other selling expenses |
128 | 141 | 367 | 426 | ||||||||||||||
Passenger commissions |
52 | 72 | 157 | 268 | ||||||||||||||
Passenger service |
86 | 95 | 242 | 287 | ||||||||||||||
Asset writedowns, restructuring and related items, net |
(7 | ) | 225 | 36 | 288 | |||||||||||||
Appropriations Act reimbursements |
| | (398 | ) | | |||||||||||||
Stabilization Act compensation |
| (34 | ) | | (34 | ) | ||||||||||||
Other |
155 | 168 | 496 | 554 | ||||||||||||||
Total operating expenses |
3,524 | 3,805 | 10,325 | 10,944 | ||||||||||||||
OPERATING LOSS |
(81 | ) | (385 | ) | (420 | ) | (947 | ) | ||||||||||
OTHER INCOME (EXPENSE): |
||||||||||||||||||
Interest expense |
(186 | ) | (165 | ) | (541 | ) | (481 | ) | ||||||||||
Interest income |
9 | 9 | 26 | 29 | ||||||||||||||
Gain (loss) from sale of investments |
1 | | 284 | (3 | ) | |||||||||||||
Gain (loss) on extinguishment of debt |
15 | | | | ||||||||||||||
Fair value adjustments of SFAS 133 derivatives |
(1 | ) | 10 | (16 | ) | (33 | ) | |||||||||||
Miscellaneous income (expense), net |
(11 | ) | 4 | (10 | ) | 19 | ||||||||||||
Total other income (expense) |
(173 | ) | (142 | ) | (257 | ) | (469 | ) | ||||||||||
LOSS BEFORE INCOME TAXES |
(254 | ) | (527 | ) | (677 | ) | (1,416 | ) | ||||||||||
INCOME TAX BENEFIT |
90 | 201 | 231 | 507 | ||||||||||||||
NET LOSS |
(164 | ) | (326 | ) | (446 | ) | (909 | ) | ||||||||||
PREFERRED STOCK DIVIDENDS |
(4 | ) | (4 | ) | (12 | ) | (11 | ) | ||||||||||
NET LOSS AVAILABLE TO COMMON
SHAREOWNERS |
$ | (168 | ) | $ | (330 | ) | $ | (458 | ) | $ | (920 | ) | ||||||
BASIC AND DILUTED LOSS PER SHARE |
$ | (1.36 | ) | $ | (2.67 | ) | $ | (3.71 | ) | $ | (7.46 | ) | ||||||
WEIGHTED AVERAGE SHARES USED IN BASIC AND
DILUTED PER SHARE COMPUTATION |
123,389,862 | 123,285,610 | 123,371,138 | 123,257,925 | ||||||||||||||
DIVIDENDS PER COMMON SHARE |
$ | | $ | 0.025 | $ | 0.050 | $ | 0.075 | ||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
5
DELTA AIR LINES, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In Millions)
| Nine Months Ended | ||||||||||
| September 30, | ||||||||||
| 2003 | 2002 | |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||
Net loss |
$ | (446 | ) | $ | (909 | ) | ||||
Adjustments to reconcile net loss to cash provided by
operating activities, net |
503 | 556 | ||||||||
Changes in certain assets and liabilities, net |
314 | 431 | ||||||||
Net cash provided by operating activities |
371 | 78 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||||
Property and equipment additions: |
||||||||||
Flight equipment, including advance payments |
(318 | ) | (855 | ) | ||||||
Ground property and equipment |
(245 | ) | (243 | ) | ||||||
Decrease in restricted investments related to the
Boston airport terminal project |
81 | 37 | ||||||||
Proceeds from sale of investments |
275 | 24 | ||||||||
Proceeds from sale of flight equipment |
12 | 46 | ||||||||
Other, net |
(1 | ) | (6 | ) | ||||||