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):
February 17, 2016
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 |
(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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other
Events.
Delta Air Lines, Inc. today issued a press release announcing
that it has contributed $350 million in shares of its common stock to its pension plans. The press release is attached as Exhibit
99.1.
Statements in this Form 8-K and the
attached exhibit 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 cost of aircraft fuel;
the impact of rebalancing our hedge portfolio, recording mark-to-market adjustments or posting collateral in connection with our
fuel hedge contracts; the availability of aircraft fuel; the effects of terrorist attacks or geopolitical conflict; the possible
effects of accidents involving our aircraft; the restrictions that financial covenants in our financing agreements will have on
our financial and business operations; labor issues; interruptions or disruptions in service at one of our hub or gateway airports;
disruptions or security breaches of our information technology infrastructure; our dependence on technology in our operations;
the effects of weather, natural disasters and seasonality on our business; the effects of an extended disruption in services provided
by third party regional carriers; 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 management and key employees; competitive conditions in the airline industry; the effects of extensive government
regulation on our business; the sensitivity of the airline industry to prolonged periods of stagnant or weak economic conditions;
and the effects of the rapid spread of contagious illnesses.
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, 2015. Caution
should be taken not to place undue reliance on our forward-looking statements, which represent our views only as of Feb. 17, 2016,
and which we have no current intention to update.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit 99.1 | Press Release dated February
17, 2016 titled “Delta Announces $350 Million Stock Contribution to Pension Plan” |
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 |
Date: February 17, 2016 |
Paul A. Jacobson
Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit Number |
Description |
|
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Exhibit 99.1 |
Press Release dated February 17, 2016 titled “Delta Announces $350 Million Stock Contribution to
Pension Plan”
|
Exhibit 99.1
CONTACT: |
Corporate Communications |
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404-715-2554 |
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news archive at news.delta.com |
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|
Investor Relations |
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404-715-2170 |
Delta Announces $350 Million Stock Contribution
to Pension Plan
ATLANTA, Feb. 17, 2016
– Delta Air Lines (NYSE: DAL) today announced that it has contributed $350 million in shares of its common stock to its
pension plans. This is in addition to the $825 million in cash contributions the company has already made to the plans this year.
To accomplish this contribution, the company issued 7.85 million
shares from treasury. To avoid diluting existing shareholders with this contribution, the company has entered into a $350 million
accelerated share repurchase (ASR) agreement. The ASR is part of Delta’s existing $5 billion share repurchase authorization
and is in addition to the company’s previous guidance of $425 million of share repurchases for the March quarter under this
authorization.
Delta Air Lines serves nearly 180 million customers each year. Delta
was named to FORTUNE magazine’s top 50 World’s Most Admired Companies in addition to being named the most admired airline
for the fourth time in five years. Additionally, Delta has ranked No.1 in the Business Travel News Annual Airline survey for an
unprecedented five consecutive years. With an industry-leading global network, Delta and the Delta Connection carriers offer service
to 328 destinations in 57 countries on six continents. Headquartered in Atlanta, Delta employs nearly 80,000 employees worldwide
and operates a mainline fleet of more than 800 aircraft. The airline is a founding member of the SkyTeam global alliance and participates
in the industry’s leading trans-Atlantic joint venture with Air France-KLM and Alitalia as well as a joint venture with Virgin
Atlantic. Including its worldwide alliance partners, Delta offers customers more than 15,000 daily flights, with key hubs and markets
including Amsterdam, Atlanta, Boston, Detroit, Los Angeles, Minneapolis/St. Paul, New York-JFK and LaGuardia, London-Heathrow,
Paris-Charles de Gaulle, Salt Lake City, Seattle and Tokyo-Narita. Delta has invested billions of dollars in airport facilities,
global products and services, and technology to enhance the customer experience in the air and on the ground. Additional information
is available on the Delta News Hub, as well as delta.com, Twitter @DeltaNewsHub, Google.com/+Delta, Facebook.com/delta and Delta’s
blog takingoff.delta.com.
Forward Looking Statements
Statements in this press release 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 cost of aircraft fuel; the impact of rebalancing our hedge portfolio, recording mark-to-market
adjustments or posting collateral in connection with our fuel hedge contracts; the availability of aircraft fuel; the effects
of terrorist attacks or geopolitical conflict; the possible effects of accidents involving our aircraft; the restrictions that
financial covenants in our financing agreements will have on our financial and business operations; labor issues; interruptions
or disruptions in service at one of our hub or gateway airports; disruptions or security breaches of our information technology
infrastructure; our dependence on technology in our operations; the effects of weather, natural disasters and seasonality on our
business; the effects of an extended disruption in services provided by third party regional carriers; 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 management and key employees;
competitive conditions in the airline industry; the effects of extensive government regulation on our business; the sensitivity
of the airline industry to prolonged periods of stagnant or weak economic conditions; and the effects of the rapid spread of contagious
illnesses.
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, 2015.
Caution should be taken not to place undue reliance on our forward-looking statements, which represent our views only as
of Feb. 17, 2016, and which we have no current intention to update.
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