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DAL > SEC Filings for DAL > Form 10-Q on 27-Oct-2009All Recent SEC Filings

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


27-Oct-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 nine months ended September 30, 2009 include the results of Northwest. In contrast, our financial results under GAAP for the three and nine months ended September 30, 2008 do not include the results of Northwest. This impacts the comparability of our financial results under GAAP for the three and nine months ended September 30, 2009 and 2008.
In the accompanying "September 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 nine months ended September 30, 2008 presented on a combined basis, which means the financial results for pre-Merger Delta and pre-Merger Northwest are combined beginning 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.
September Quarter Financial Highlights - 2009 Compared to 2008 Combined For the September 2009 quarter, we reported a net loss of $161 million. These results reflect significant weakness in the airline revenue environment due to the global recession. Our loss for the quarter also includes an $83 million non-cash loss on the extinguishment of debt, a $78 million charge for merger-related items and a $51 million charge for employee workforce reduction programs.
Total operating revenue declined $2.0 billion, or 21%, in the September 2009 quarter on a 4% decrease in system capacity, compared with the September 2008 quarter on a combined basis. Passenger revenue accounted for $1.8 billion of the decrease. Passenger revenue per available seat mile ("PRASM") declined 18%, as a result of a 19% decrease in passenger mile yield. The decrease in passenger mile yield reflects (1) significantly reduced demand, particularly in international markets, (2) a reduction in business demand, (3) competitive pricing pressures and (4) lower fuel surcharges due to the year-over-year decline on fuel prices.
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 September 2009 quarter declined 44% year-over-year contributing to $1.9 billion in lower fuel expense, crude oil prices have risen 58% from December 31, 2008 to September 30, 2009. Fuel expense in the September 2009 quarter includes $226 million in losses from our fuel hedge program.
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 September 2009 quarter, compared to the September 2008 quarter on a combined basis, on 4% lower capacity. The increase primarily reflects an increase in pension expense from a decrease in value in pension trust assets due to declines in the financial markets.


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At September 30, 2009, we had $5.5 billion in cash, cash equivalents and short-term investments and $300 million in an undrawn revolving credit facility. In September 2009, we borrowed a total of $2.1 billion under three new financings, consisting of:
• $750 million of senior secured credit facilities, which include a $500 million first-lien revolving credit facility and a $250 million first-lien term loan facility;

• $750 million of senior secured notes; and

• $600 million of senior second lien notes.

A portion of the net proceeds was used to repay in full Northwest's approximately $900 million senior secured exit financing facility due in 2010 with the remainder of the proceeds available for general corporate purposes. The new financing agreements are guaranteed by substantially all of our subsidiaries and secured by our Pacific route authorities and certain related assets. Business Overview
Recent Initiatives. We believe that our diverse global network, hub structure and alliances with other airlines result in a competitive advantage over other domestic and international airlines. In 2009, we implemented a joint venture with Air France-KLM that further strengthens our transatlantic network, expanded our alliance agreement with Alaska Airlines and Horizon Air to enhance our west coast presence, and received U.S. Department of Transportation approval for a codesharing agreement with Virgin Blue, which will expand our network between the U.S. and Australia and the South Pacific.
Expanding our presence in New York City is another key component of our network strategy. In August 2009, we announced our intention to make New York's LaGuardia Airport a domestic hub through a slot transaction with US Airways. The agreement, which is subject to government approvals, calls for US Airways to transfer 125 operating slot pairs to us at LaGuardia and for us to transfer 42 operating slot pairs to US Airways at Reagan National Airport in Washington, D.C. In addition, we plan to swap gates at LaGuardia to consolidate all of our operations (including the Delta Shuttle) into an expanded main terminal facility with 11 additional gates. We also continue to make investments in our international operation at John F. Kennedy International Airport in New York City and explore long-term options to upgrade the facility.
Merger Synergies. As a result of our integration efforts, we are now targeting over $700 million in synergy benefits in 2009 and continue to target $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) 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 pre-merger unions, the Association of Flight Attendants-CWA, which represented flight attendants at pre-merger Northwest Airlines, Inc., and the International Association of Machinists ("IAM"), which represented various categories of ground employees at pre-merger Northwest Airlines, Inc., only recently filed with the National Mediation Board to resolve post-merger representation issues. The IAM filed for only a portion of the workgroups it represented at Northwest Airlines, Inc. pre-merger. It is unclear when representation issues will be fully resolved in those workgroups and, therefore, when integration of those workgroups can be completed. Outlook
The ongoing global recession continues to place significant pressure on the airline industry. As a result, we continue to take actions intended to adapt our business to the current environment. This includes strengthening our network through the airline alliances and proposed slot transaction discussed above; right sizing our operations with passenger capacity reductions and by discontinuing dedicated freighter service; and managing costs and liquidity. We expect our system capacity in 2010 to be approximately 3% lower than in 2009.


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Results of Operations-September 2009 and 2008 Quarters
Operating Revenue

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

Operating Revenue:
Passenger:
Mainline                                  $       5,122            $       3,921          $ 1,201           $       1,898           $   (697 )
Regional carriers                                 1,402                    1,057              345                     492               (147 )

Total passenger revenue                           6,524                    4,978            1,546                   2,390               (844 )

Cargo                                               177                      162               15                      99                (84 )
Other, net                                          873                      579              294                     363                (69 )

Total operating revenue                   $       7,574            $       5,719          $ 1,855           $       2,852           $   (997 )

Northwest Operations. As a result of the Merger, our results of operations for the September 2009 quarter include Northwest's operations. The addition of Northwest to our operations increased operating revenue $2.9 billion and available seat miles ("ASMs"), or capacity, 58% for the September 2009 quarter. Northwest's operations are not included in our results of operations for the September 2008 quarter.

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

Passenger Revenue:
Domestic                                      $        2,901                   (9 )%                    (9 )%          0.1 pts
Atlantic                                               1,353                  (27 )%                   (22 )%          4.9 pts
Latin America                                            294                  (21 )%                   (19 )%          2.3 pts
Pacific                                                  574                  (20 )%                   (15 )%         4.5  pts

Total Mainline                                         5,122                  (17 )%                   (15 )%         1.8  pts
Regional carriers                                      1,402                  (14 )%                   (14 )%         (0.2)pts

Total passenger revenue                       $        6,524                  (17 )%                   (15 )%         1.6  pts

Mainline Passenger Revenue. Mainline passenger revenue increased in the September 2009 quarter due to the inclusion of Northwest's operations, partially offset by weakened demand for air travel from the global recession and related capacity reductions. Passenger mile yield and PRASM declined 17% and 15%, respectively.
• Domestic Passenger Revenue. Domestic passenger revenue increased 52% due to the inclusion of Northwest's operations. Domestic PRASM decreased 9% as a result of a 9% 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 6% for the September 2009 quarter compared to the September 2008 quarter.

• International Passenger Revenue. International passenger revenue increased 45% due to the inclusion of Northwest's operations. International PRASM decreased 22% as a result of a 26% decrease in passenger mile yield. The decrease in passenger mile yield reflects (1) significantly reduced demand for international travel and (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


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recession. 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 3% for the September 2009 quarter compared to the September 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 $147 million primarily as a result of a 14% decrease in passenger mile yield.
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.
Other, net. Other, net revenue increased primarily due to the inclusion of Northwest's operations. Excluding Northwest's operations, other, net revenue decreased $69 million primarily due to (1) a reduction in ancillary business, such as our aircraft maintenance and repair service, and (2) lower administrative service charges, partially offset by increased baggage handling fees.

Operating Expense

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

Operating Expense:
Aircraft fuel and related taxes           $       1,973            $       1,952          $    21          $        670          $     (649 )
Salaries and related costs                        1,894                    1,086              808                   764                  44
Contract carrier arrangements                     1,009                      941               68                   246                (178 )
Contracted services                                 415                      272              143                   183                 (40 )
Depreciation and amortization                       385                      293               92                   136                 (44 )
Aircraft maintenance materials and
outside repairs                                     334                      273               61                   130                 (69 )
Passenger commissions and other
selling expenses                                    384                      259              125                   146                 (21 )
Landing fees and other rents                        340                      179              161                   125                  36
Passenger service                                   181                      122               59                    76                 (17 )
Aircraft rent                                       123                       70               53                    60                  (7 )
Restructuring and merger-related
items(1)                                            129                       24              105                     -                 105
Other                                               203                      117               86                   100                 (14 )

Total operating expense                   $       7,370            $       5,588          $ 1,782          $      2,636          $     (854 )

(1) Includes $32 million in the September 2009 quarter for merger-related charges related to Northwest.

Northwest Operations. As a result of the Merger, our results of operations for the September 2009 quarter include Northwest's operations. The addition of Northwest to our operations increased operating expense $2.6 billion and capacity 58% for the September 2009 quarter. Northwest's operations are not included in our results of operations for the September 2008 quarter.
The operating expenses discussed below do not include the impact of Northwest's operations for the September 2009 quarter.
Aircraft fuel and related taxes. Aircraft fuel and related taxes decreased $649 million primarily due to decreases of (1) $963 million associated with lower average fuel prices and (2) $87 million from a 4% decline in fuel consumption due to capacity reductions. These decreases were partially offset by $222 million in fuel hedge losses for the September 2009 quarter, compared to $179 million in fuel hedge gains for the September 2008 quarter.


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Salaries and related costs. The $44 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 and (2) pay increases for pilot and non-pilot frontline employees. This increase was partially offset by a 4% average decrease in headcount primarily related to workforce reduction programs.
Contract carrier arrangements. Contract carrier arrangements expense decreased $178 million primarily due to a decrease of $197 million associated with lower average fuel prices which was partially offset by an increase of $17 million from a 5% increase in fuel consumption compared to the September 2008 quarter.
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.
Aircraft maintenance materials and outside repairs. Aircraft maintenance materials and outside repairs decreased $69 million as a result of capacity reductions.
Restructuring and merger-related items. Restructuring and merger-related items increased $105 million, primarily due to the following:
• During the September 2009 quarter, we recorded a $78 million charge for merger-related items 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 the September 2009 quarter, we recorded a $51 million charge in connection with employee workforce reduction programs.

• During the September 2008 quarter, we recorded a $14 million charge associated with the early termination of certain contract carrier arrangements and a $10 million charge primarily for merger-related expenses.

Other (Expense) Income
Other expense, net for the September 2009 quarter was $383 million, compared to $181 million for the September 2008 quarter. This change is primarily attributable to (1) a $179 million increase in interest expense primarily due to a higher level of debt outstanding, including Northwest debt for the September 2009 quarter and the borrowing in 2008 of the entire amount of our $1.0 billion first-lien revolving credit facility (the "Exit Revolving Facility"), (2) an $83 million non-cash loss for the write-off of the unamortized discount on the extinguishment of the Northwest senior secured exit financing facility (the "Bank Credit Facility"), (3) a $17 million decrease in interest income primarily from significantly reduced short-term interest rates and (4) a $77 million favorable change in miscellaneous, net due to the following:

                                                                              Favorable (Unfavorable) vs.
                                                                                  Three Months Ended
(in millions)                                                                     September 30, 2009

Miscellaneous, net
Foreign currency exchange rates                                                  $                35
Mark-to-market adjustments on the ineffective portion of our fuel
hedge contracts                                                                                   30
Loss on our investment in The Reserve Primary Fund in 2008                                        13
Northwest miscellaneous, net for the three months ended September 30,
2009                                                                                               9
Other                                                                                            (10 )

Total miscellaneous, net                                                         $                77


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Income Taxes
   We recorded an income tax benefit of $18 million for the September 2009
quarter, primarily related to a refund of income tax partially offset by
international and state income taxes. We did not record an income tax benefit as
a result of our loss for the September 2009 and 2008 quarters. The deferred tax
asset resulting from those net operating losses are fully reserved by a
valuation allowance.
Results of Operations-Nine Months Ended September 30, 2009 and 2008
Operating Revenue

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

Operating Revenue:
Passenger:
Mainline                               $      14,053          $      10,609          $ 3,444           $       5,494          $   (2,050 )
Regional carriers                              3,975                  3,239              736                   1,397                (661 )

Total passenger revenue                       18,028                 13,848            4,180                   6,891              (2,711 )

Cargo                                            535                    456               79                     275                (196 )
Other, net                                     2,695                  1,680            1,015                     906                 109

Total operating revenue                $      21,258          $      15,984          $ 5,274           $       8,072          $   (2,798 )

Northwest Operations. As a result of the Merger, our results of operations for the nine months ended September 30, 2009 include Northwest's operations. The addition of Northwest to our operations increased operating revenue $8.1 billion and capacity 59% for the nine months ended September 30, 2009. Northwest's operations are not included in our results of operations for the nine months ended September 30, 2008.

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

Passenger Revenue:
Domestic                                       $        8,200                    (10 )%                 (9 )%        0.7 pts
Atlantic                                                3,327                    (24 )%                (23 )%        0.3 pts
Latin America                                             974                    (15 )%                (17 )%        (1.8)pts
Pacific                                                 1,552                    (15 )%                (10 )%       3.8   pts

Total Mainline                                         14,053                    (15 )%                (15 )%       0.4   pts
Regional carriers                                       3,975                    (13 )%                (15 )%       (1.8) pts

Total passenger revenue                        $       18,028                    (15 )%                (15 )%        0.1  pts


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Mainline Passenger Revenue. Mainline passenger revenue increased in the nine months ended September 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 H1N1 virus and related capacity reductions. Passenger mile yield and PRASM both declined 15%.
• Domestic Passenger Revenue. Domestic passenger revenue increased 52% due to the inclusion of Northwest's operations. Domestic PRASM decreased 9% as a result of an 10% 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 nine months ended September 30, 2009 compared to the nine months ended September 30, 2008.

• International Passenger Revenue. International passenger revenue increased 51% due to the inclusion of Northwest's operations. International PRASM decreased 21% as a result of a 21% 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 . . .

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