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DAL > SEC Filings for DAL > Form 10-Q on 24-Jul-2009All Recent SEC Filings

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Form 10-Q for DELTA AIR LINES INC /DE/


24-Jul-2009

Quarterly Report


ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General Information
We provide scheduled air transportation for passengers and cargo throughout the United States ("U.S.") and around the world. On October 29, 2008 (the "Closing Date"), we completed our merger (the "Merger") with Northwest, creating the world's largest airline. The Merger better positions us to manage through economic cycles and volatile oil prices, invest in our fleet, improve services for customers and achieve our strategic objectives.
Our Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). In accordance with GAAP, our financial results include the results of Northwest for periods after the Closing Date, but not for periods before the Closing Date. Accordingly, our financial results under GAAP for the three and six months ended June 30, 2009 include the results of Northwest. In contrast, our financial results under GAAP for the three and six months ended June 30, 2008, do not include the results of Northwest. This impacts the comparability of our financial results under GAAP for the three and six months ended June 30, 2009 and 2008.
In the accompanying "June Quarter Financial Highlights - 2009 Compared to 2008 Combined" analysis of financial information, we sometimes use information that is derived from our Consolidated Financial Statements, but that is not presented in accordance with GAAP. Certain of this information is considered "non-GAAP financial measures" under the U.S. Securities and Exchange Commission rules. These non-GAAP financial measures include financial information for the three and six months ended June 30, 2008 presented on a combined basis, which means the financial results for Delta and Northwest are combined as if the Merger had occurred on January 1, 2008. See "Supplemental Information" below for the reasons we use combined and other non-GAAP financial measures, as well as for a reconciliation to the corresponding financial measures under GAAP. June Quarter Financial Highlights - 2009 Compared to 2008 Combined For the June 2009 quarter, we reported a net loss of $257 million. These results reflect significant weakness in the airline revenue environment due to the global recession and the impact of the H1N1 virus. Our loss for the quarter also includes $390 million in fuel hedge losses and $58 million in merger-related items.
Total operating revenue declined $2.1 billion, or 23%, in the June 2009 quarter on a 7% decrease in system capacity, compared with the June 2008 quarter on a combined basis. Passenger revenue accounted for $2.0 billion of the decrease. Passenger revenue per available seat mile ("PRASM") declined 20%, as a result of a 19% decrease in passenger mile yield. The decrease in passenger mile yield reflects significantly reduced demand, particularly in international markets, a reduction in business demand, and competitive pricing pressures.
Volatile fuel prices continue to represent a significant risk to our business and the airline industry as a whole. While our fuel cost per gallon during the June 2009 quarter declined 39% year-over-year contributing to $1.6 billion in lower fuel expense, crude oil prices have risen 57% from December 31, 2008 to June 30, 2009. Fuel expense includes $390 million in losses from our fuel hedging program, specifically from hedges purchased in 2008 during the period fuel prices reached record highs. We expect fuel hedge losses to be significantly less in the second half of 2009; although, we will recognize losses of $256 million for the September 2009 quarter and $87 million for the December 2009 quarter associated with contracts we terminated early and unamortized premiums on fuel hedge call option contracts.
We continue to focus on disciplined spending, productivity initiatives and accelerating merger synergies. Our consolidated operating cost per available seat mile ("CASM") excluding special items (as defined in "Supplemental Information" below) and fuel expense increased 2% in the June 2009 quarter, compared to the June 2008 quarter on a combined basis, on 7% lower capacity. The increase is primarily due to an increase in pension expense from a decrease in value in pension trust assets as a result of declines in the financial markets.
At June 30, 2009, we had $4.9 billion in cash, cash equivalents and short-term investments. In addition, we had $500 million in an undrawn revolving credit facility. For the six month period ending June 30, 2009, we reported $1.5 billion in operating cash flow.
Response to Global Economic Recession
In an effort to lessen the impact of the global recession, we continue to implement initiatives to reduce costs, increase revenues and preserve liquidity. As previously announced, we will reduce international capacity by 15%, compared to the prior year on a combined basis, beginning in September 2009 to align our capacity with declining demand in the marketplace. At the same time, we remain committed to diversifying our international network and have added more than 20 new international markets this year.


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To reduce fleet costs, we plan to remove 30-40 Mainline passenger aircraft from the fleet during 2009. In addition, we will retire our entire fleet of B-747-200F freighter aircraft by the end of 2009 due to that fleet's age and inefficiency. Furthermore, we anticipate removing over 30 regional jets from our network over the next 18 months. We believe we have flexibility in our network and fleet to remove additional capacity if the environment warrants.
At June 30, 2009, our combined workforce was 10% lower year-over-year, reflecting reductions from normal attrition, as well as voluntary workforce reduction programs offered to align our workforce with reduced capacity. Merger Synergies
As a result of the Merger, we targeted at least $500 million in synergy benefits in 2009 and $2 billion in total annual synergy benefits by 2012. Our ability to fully realize the targeted synergies is dependent on achievement of three main goals: (1) receipt of a single operating certificate from the Federal Aviation Administration, which we expect to achieve by the end of 2009, (2) a successful integration of technologies of the two airlines, which we expect to occur in the first half of 2010 and (3) resolution of labor representation issues. Two unions, the Association of Flight Attendants, which represents Northwest's flight attendants, and the International Association of Machinists and Aerospace Workers, which represents Northwest's airport employees and other categories of ground employees, have not announced when they will seek to resolve those issues.
Outlook
The ongoing global recession, the impact of the H1N1 virus and volatile fuel prices are placing significant pressure on the airline industry, including Delta. We are not planning for any meaningful recovery in the revenue environment in 2009. We expect our revenue decline in 2009 to exceed the benefits we expect to receive in that year from lower year-over-year fuel prices, capacity reductions and merger synergies. As a result, we now expect to record a net loss for the full year 2009. Results of Operations-June 2009 and 2008 Quarters Operating Revenue

                                                                                                                            Increase
                                                                                                                           (Decrease)
                                                                                                  Increase due to          Excluding
                                      Three Months Ended June 30,                                    Northwest             Northwest
(in millions)                          2009                 2008                 Increase            Operations            Operations

Operating Revenue:
Passenger:
Mainline                           $     4,564          $     3,627              $   937           $       1,802          $     (865 )
Regional carriers                        1,339                1,143                  196                     462                (266 )

Total passenger revenue                  5,903                4,770                1,133                   2,264              (1,131 )

Cargo                                      173                  160                   13                      84                 (71 )
Other, net                                 924                  569                  355                     274                  81

Total operating revenue            $     7,000          $     5,499              $ 1,501           $       2,622          $   (1,121 )

Northwest Operations. As a result of the Merger, our results of operations for the June 2009 quarter include Northwest's operations. The addition of Northwest to our operations increased operating revenue $2.6 billion and available seat miles ("ASMs"), or capacity, 59% for the June 2009 quarter. Northwest's operations are not included in our results of operations for the June 2008 quarter.


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                                                         Increase (Decrease) vs.
                            Three Months             Three Months Ended June 30, 2008
                                Ended          Passenger
                              June 30,           Mile                                 Load
  (in millions)                 2009             Yield                PRASM          Factor

  Passenger Revenue:
  Domestic                  $       2,723             (13 )%               (13 )%      0.7 pts
  Atlantic                          1,131             (27 )%               (26 )%      0.8 pts
  Latin America                       287             (17 )%               (19 )%     (2.7)pts
  Pacific                             423             (16 )%               (15 )%      0.8 pts

  Total Mainline                    4,564             (18 )%               (18 )%      0.1 pts
  Regional carriers                 1,339             (17 )%               (19 )%     (1.9)pts

  Total passenger revenue   $       5,903             (19 )%               (19 )%     (0.2)pts

Mainline Passenger Revenue. Mainline passenger revenue increased in the June 2009 quarter due to the inclusion of Northwest's operations, partially offset by weakened demand for air travel from the global recession, the effects of the H1N1 virus and related capacity reductions. Passenger mile yield and PRASM both declined 18%.
• Domestic Passenger Revenue. Domestic passenger revenue increased 53% due to the inclusion of Northwest's operations. Domestic PRASM decreased 13% as a result of a 13% decrease in passenger mile yield. The decrease in passenger mile yield reflects (1) a reduction in business demand due to the global recession, (2) an overall decrease in average fares due to competitive pricing pressures and (3) lower fuel surcharges due to the year-over-year decline in fuel prices. Excluding Northwest's operations, we reduced capacity by 8% for the June 2009 quarter compared to the June 2008 quarter, while load factor increased 1.0 point.

• International Passenger Revenue. International passenger revenue increased 45% due to the inclusion of Northwest's operations. International PRASM decreased 25% as a result of a 25% decrease in passenger mile yield. The decrease in passenger mile yield reflects (1) significantly reduced demand for international travel, (2) competitive pricing pressures (especially in the Atlantic market, which has seen a decrease of 27% in passenger mile yield), primarily reflecting a significant decrease in business demand due to the global recession and (3) the impact of the H1N1 virus, most notably in the Pacific and Latin American markets. Also contributing to the decrease in passenger mile yield in the Atlantic market were unfavorable foreign currency exchange rates and lower fuel surcharges due to the year-over-year decline in fuel prices. Excluding Northwest's operations, we reduced international capacity by 4% for the June 2009 quarter compared to the June 2008 quarter.

Regional carriers. Passenger revenue of regional carriers increased due to the inclusion of Northwest's operations, including its Compass Airlines, Inc. and Mesaba Aviation, Inc. subsidiaries. Excluding Northwest's operations, regional carriers' revenue declined $266 million primarily as a result of a 16% decrease in passenger mile yield and 9% decrease in traffic on an 8% decrease in capacity.
Cargo. Cargo revenue increased due to the inclusion of Northwest's operations, partially offset by the effects of capacity reductions, significantly reduced cargo yields, decreased international volume and lower fuel surcharges due to the year-over-year decline in fuel prices. During the June 2009 quarter, we grounded one dedicated freighter B-747-200F aircraft as part of our plan to retire that fleet by December 31, 2009.
Other, net. Other, net revenue increased primarily due to the inclusion of Northwest's operations. Excluding Northwest's operations, other, net revenue increased $81 million primarily due to new or increased administrative service charges and baggage handling fees and higher SkyMiles program revenue.


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Operating Expense

                                                                                                          Increase (Decrease) due to:
                                           Three Months Ended June 30,              Increase            Northwest
(in millions)                               2009                 2008              (Decrease)          Operations               Other

Operating Expense:
Salaries and related costs              $     1,891          $     1,092          $      799          $       733          $          66
Aircraft fuel and related taxes               1,812                1,678                 134                  599                   (465 )
Contract carrier arrangements                   965                  967                  (2 )                222                   (224 )
Contracted services                             376                  257                 119                  144                    (25 )
Aircraft maintenance materials
and outside repairs                             392                  295                  97                  153                    (56 )
Depreciation and amortization                   383                  302                  81                  126                    (45 )
Passenger commissions and other
selling expenses                                329                  248                  81                  124                    (43 )
Landing fees and other rents                    315                  173                 142                  131                     11
Passenger service                               161                  105                  56                   62                     (6 )
Aircraft rent                                   119                   67                  52                   60                     (8 )
Impairment of goodwill and other
intangible assets                                 -                1,196              (1,196 )                  -                 (1,196 )
Restructuring and merger-related
items(1)                                         58                  104                 (46 )                  -                    (46 )
Other                                           198                  102                  96                  104                     (8 )

Total operating expense                 $     6,999          $     6,586          $      413          $     2,458          $      (2,045 )

(1) Includes $31 million in the June 2009 quarter for merger-related charges related to Northwest.

Northwest Operations. As a result of the Merger, our results of operations for the June 2009 quarter include Northwest's operations. The addition of Northwest to our operations increased operating expense $2.5 billion and capacity 59% for the June 2009 quarter. Northwest's operations are not included in our results of operations for the June 2008 quarter.
The operating expenses discussed below do not include the impact of Northwest's operations for the June 2009 quarter.
Salaries and related costs. The $66 million increase in salaries and related costs is due to (1) higher pension expense from a decline in the value of our defined benefit plan assets as a result of market conditions, (2) Delta airline tickets awarded to employees as a part of an employee recognition program, and
(3) pay increases for pilot and non-pilot frontline employees. This increase was partially offset by an 8% average decrease in headcount primarily related to workforce reduction programs in connection with our capacity reductions. Aircraft fuel and related taxes. Aircraft fuel and related taxes decreased $465 million primarily due to decreases of (1) $1.0 billion associated with lower average fuel prices and (2) $135 million from a 7% decline in fuel consumption due to capacity reductions. These decreases were partially offset by $379 million in fuel hedge losses for the June 2009 quarter, compared to $313 million in fuel hedge gains for the June 2008 quarter. Contract carrier arrangements. Contract carrier arrangements expense decreased $224 million primarily due to decreases of (1) $194 million associated with lower average fuel prices and (2) $30 million from an 8% decline in fuel consumption due to capacity reductions. Aircraft maintenance materials and outside repairs. Aircraft maintenance materials and outside repairs decreased $56 million as a result of capacity reductions. Depreciation and amortization. In December 2008, we announced a multi-year extension of our co-brand credit card relationship with American Express (the "American Express Agreement"). Accordingly, we extended the useful life of the American Express Agreement intangible asset to the date the contract expires, which caused a $34 million decrease in depreciation and amortization expense. Passenger commissions and other selling expenses. Passenger commissions and other selling expenses decreased $43 million in connection with the decrease in passenger revenue. Impairment of goodwill and other intangible assets. During the March 2008 quarter, we experienced a significant decline in market capitalization driven primarily by record high fuel prices and overall airline industry conditions. In addition, the announcement of our intention to merge with Northwest established a stock exchange ratio based on the relative valuation of Delta and Northwest. As a result of these indicators, we determined goodwill was impaired and recorded a non-cash charge of $6.1 billion based on a preliminary assessment. During the June 2008 quarter, we finalized the impairment test and recorded an additional non-cash charge of $839 million. During the June 2008 quarter, we also recorded a non-cash charge of $357 million to reduce the carrying value of certain intangible assets based on their revised estimated fair values.


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Restructuring and merger-related items. Restructuring and merger-related items decreased $46 million, due to the following:
• During the June 2009 quarter, we recorded $58 million in merger-related charges associated with integrating the operations of Northwest into Delta, including costs related to information technology, employee relocation and training, and re-branding of aircraft and stations. We expect to incur total cash costs of approximately $500 million over approximately three years to integrate the two airlines.

• In March 2008, we announced two voluntary workforce reduction programs for U.S. non-pilot employees. We recorded $96 million in restructuring and related charges for the June 2008 quarter in connection with these programs. In addition, we recorded $8 million in charges related to the closure of certain facilities and merger-related expenses.

Other (Expense) Income
Other expense, net for the June 2009 quarter was $254 million, compared to $76 million for the June 2008 quarter. This change is primarily attributable to
(1) a $183 million increase in interest expense primarily due to a higher level of debt outstanding, including Northwest debt, for the June 2009 quarter and the borrowing in 2008 of the entire amount of our $1.0 billion revolving credit facility (the "Revolving Facility"), (2) a $16 million decrease in interest income primarily from significantly reduced short-term interest rates and (3) $21 million increase in miscellaneous, net expense primarily due to the inclusion of Northwest non-operating expense for the June 2009 quarter. Income Taxes
We recorded an income tax expense of $4 million for the June 2009 quarter, primarily related to international and state income taxes. We did not record an income tax benefit as a result of our loss for the June 2009 quarter. The deferred tax asset resulting from such a net operating loss is fully reserved by a valuation allowance.
We recorded an income tax benefit of $119 million for the June 2008 quarter as a result of the impairment of our indefinite-lived intangible assets. The impairment of goodwill did not result in an income tax benefit as goodwill is not deductible for income tax purposes. We did not record an income tax benefit for the remainder of our June 2008 quarter loss. The deferred tax asset resulting from such a net operating loss is fully reserved by a valuation allowance.
Results of Operations-Six Months Ended June 30, 2009 and 2008 Operating Revenue

                                                                                                                               Increase
                                                                                                                              (Decrease)
                                                                                                     Increase due to          Excluding
                                           Six Months Ended June 30,               Increase             Northwest             Northwest
(in millions)                              2009                 2008              (Decrease)            Operations            Operations

Operating Revenue:
Passenger:
Mainline                               $     8,931          $     6,688           $   2,243           $       3,596          $   (1,353 )
Regional carriers                            2,573                2,182                 391                     905                (514 )

Total passenger revenue                     11,504                8,870               2,634                   4,501              (1,867 )

Cargo                                          358                  294                  64                     176                (112 )
Other, net                                   1,822                1,101                 721                     543                 178

Total operating revenue                $    13,684          $    10,265           $   3,419           $       5,220          $   (1,801 )

Northwest Operations. As a result of the Merger, our results of operations for the six months ended June 30, 2009 include Northwest's operations. The addition of Northwest to our operations increased operating revenue $5.2 billion and capacity 59% for the six months ended June 30, 2009. Northwest's operations are not included in our results of operations for the six months ended June 30, 2008.


Table of Contents

                                                        Increase (Decrease) vs.
                              Six Months             Six Months Ended June 30, 2008
                                Ended          Passenger
                               June 30,          Mile                               Load
   (in millions)                 2009            Yield               PRASM         Factor

   Passenger Revenue:
   Domestic                  $      5,371             (11 )%             (10 )%      1.0 pts
   Atlantic                         1,974             (21 )%             (24 )%     (2.3)pts
   Latin America                      608             (10 )%             (15 )%     (4.5)pts
   Pacific                            978             (11 )%              (7 )%      3.5 pts

   Total Mainline                   8,931             (14 )%             (14 )%     (0.4)pts
   Regional carriers                2,573             (13 )%             (16 )%     (2.7)pts

   Total passenger revenue   $     11,504             (15 )%             (15 )%     (0.7)pts

Mainline Passenger Revenue. Mainline passenger revenue increased in the six months ended June 30, 2009 due to the inclusion of Northwest's operations, partially offset by weakened demand for air travel from the global recession, the effects of the H1N1virus and related capacity reductions. Passenger mile yield and PRASM both declined 14%.
• Domestic Passenger Revenue. Domestic passenger revenue increased 55% due to the inclusion of Northwest's operations. Domestic PRASM decreased 10% as a result of an 11% decrease in passenger mile yield. The decrease in passenger mile yield reflects (1) a reduction in business demand due to the global recession, (2) an overall decrease in average fares due to competitive pricing pressures and (3) lower fuel surcharges due to the year-over-year decline in fuel prices. Excluding Northwest's operations, we reduced capacity by 9% for the six months ended June 30, 2009 compared to the six months ended June 30, 2008, while load factor increased 0.5 points.

• International Passenger Revenue. International passenger revenue increased 52% due to the inclusion of Northwest's operations. International PRASM decreased 20% as a result of a 1.8 point decrease in load factor and 18% decrease in passenger mile yield. The decrease in passenger mile yield reflects (1) significantly reduced demand for international travel,
(2) competitive pricing pressures (especially in the Atlantic market, which has seen a decrease of 21% in passenger mile yield), primarily reflecting a significant decrease in business demand due to the global recession and
(3) the impact of the H1N1 virus, most notably in the Pacific and Latin American markets. Also contributing to the decrease in passenger mile yield in the Atlantic market were unfavorable foreign currency exchange rates and lower fuel surcharges due to the year-over-year decline in fuel prices.

Regional carriers. Passenger revenue of regional carriers increased due to the inclusion of Northwest's operations, including its Compass Airlines, Inc. and Mesaba Aviation, Inc. subsidiaries. Excluding Northwest's operations, regional carriers' revenue declined $514 million primarily as a result of a 12% decrease in passenger mile yield and 13% decrease in traffic on an 11% decrease in capacity due to the slowing economy.
Cargo. Cargo revenue increased due to the inclusion of Northwest's operations, partially offset by the effects of capacity reductions, significantly reduced cargo yields, decreased international volume and lower fuel surcharges due to the year-over-year decline in fuel prices. During the six months ended June 30, 2009, we grounded four dedicated freighter B-747-200F aircraft as part of our plan to retire that fleet by December 31, 2009.
Other, net. Other, net revenue increased primarily due to the inclusion of . . .

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