This section of this Form 10-K does not address certain items regarding the year
ended December 31, 2017. Discussion and analysis of 2017 and year-to-year
comparisons between 2018 and 2017 not included in this Form 10-K can be found in
"Item 7. Management's Discussion and Analysis" of our Annual Report on Form 10-K
for the year ended December 31, 2018.

Year in Review

Delta had a strong year in 2019, delivering record financial results and making
significant progress on strategic priorities. We leveraged our brand momentum to
drive strong revenue growth and improvement in pre-tax income, margin, earnings
per share and free cash flow over 2018. Strategic accomplishments during the
year include our renewed agreement with American Express and announcing plans to
enter into a strategic alliance with LATAM.

Our pre-tax income for 2019 was $6.2 billion, representing a $1 billion, or 20%,
increase compared to the prior year. Diluted earnings per share of $7.30
improved 29% over 2018. Our $8.4 billion of cash flows from operations helped
fund $4.9 billion in capital expenditures, resulting in free cash flow of $4.2
billion, representing a $1.8 billion improvement to the prior year. We returned
72% of free cash flow, or $3 billion, to shareholders through share repurchases
and dividends. The improvement in earnings and cash flow primarily resulted from
a $2.6 billion increase in revenue and lower fuel expense on an 8% decrease in
the market price per gallon of fuel and improved fuel efficiency.

We continued to run the world's most reliable airline and set a new record for
zero cancel days with 165 cancel-free days across the system and 281 on our
mainline operations. Industry-leading operational performance, our culture of
service and continued product investments supported record customer satisfaction
scores. In 2019, we increased net promoter scores in every geographic region,
highlighted by a 5-point improvement in the Domestic region to 50%.

Strong Brand Drives Revenue Growth



Compared to 2018, our operating revenue increased $2.6 billion, or 5.8%, on
balanced growth across our diverse revenue streams, with premium product ticket
revenue driving nearly half of the improvement, and strong growth in both
loyalty and MRO revenue. Total revenue per available seat mile ("TRASM") and
TRASM, adjusted (a non-GAAP financial measure) increased 1.2% and 2.8%,
respectively, compared to the prior year, led by (1) unit revenue growth in our
Domestic and Latin regions, (2) demand strength in both business and leisure
segments and (3) strong growth in premium products and non-ticket revenues.
Total loyalty revenue grew 18% in 2019.

Solid Cost Performance



Operating Expense. Operating expense increased $1.2 billion, or 3.1%, primarily
due to higher revenue- and capacity-related expenses including wages and profit
sharing for employees and contracted services expense. Salaries and related
costs were higher due to pay rate increases for eligible employees implemented
during 2019, while profit sharing was higher due to increased profitability in
2019. The increase in contracted services expense predominantly relates to
services performed by Delta Global Services ("DGS") that were recorded in
salaries and related costs prior to the sale of that business in December 2018.
These increases were partially offset by lower fuel expense on an 8% decrease in
the market price per gallon of fuel and improved fuel efficiency driven by our
ongoing fleet transformation.

Our operating cost per available seat mile ("CASM") decreased 1.3% to 14.67
cents compared to 2018, primarily due to lower fuel expense and a 4.6% increase
in capacity. Non-fuel unit costs ("CASM-Ex", a non-GAAP financial measure)
increased 2.0% to 10.52 cents due to the higher revenue- and capacity-related
expense increases discussed above.

Non-Operating Expense. Total non-operating expense was $420 million during 2019
compared to $113 million in 2018, primarily due to an increase in pension and
related expense compared to the prior year, partially offset by higher gains on
investments.

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Expanding Our Global Network



In 2019, international revenues grew 2.7% on a 3.3% increase in capacity. We
continued to make significant progress in expanding our global reach by
acquiring an equity stake in Hanjin-KAL, the largest shareholder of Korean Air,
and announcing plans to enter into a strategic alliance with LATAM and
completing a tender offer to acquire a 20% equity stake which closed in January
2020. Effective in January 2020, we combined our separate transatlantic joint
venture agreements with Air France-KLM and Virgin Atlantic into a single
three-party transatlantic joint venture. In addition, we continue to make
progress on our joint venture agreement with WestJet with respect to
trans-border routes between the U.S. and Canada. This agreement remains subject
to required regulatory approvals.

Investing for the Future



Our $8.4 billion of cash flows from operations helped fund $4.9 billion in
capital expenditures for the business. As part of our multi-year fleet
transformation, we took delivery of 88 new aircraft, including A321-200s,
B-737-900ERs, A350-900s, A330-900s, A220-100s and CRJ-900s. These deliveries
allowed for the retirement of older, less fuel efficient aircraft, including the
announced retirement of our MD-90 fleet by the end of 2022. We also made
significant investments in cabin interior refurbishments, Sky Clubs and
technology.

The non-GAAP financial measures free cash flow, TRASM, adjusted and CASM-Ex used above, are defined and reconciled in "Supplemental Information" below.


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Results of Operations



Operating Revenue
                                                      Year Ended December 31,                   Increase        % Increase
(in millions)                                            2019           2018                   (Decrease)       (Decrease)
Ticket - Main cabin                                 $    21,919     $  21,196    $   723               3.4  %
Ticket - Business cabin and premium products             14,989        13,754      1,235               9.0  %
Loyalty travel awards                                     2,900         2,651        249               9.4  %
Travel-related services                                   2,469         2,154        315              14.6  %
Total passenger revenue                             $    42,277     $  39,755    $ 2,522               6.3  %
Cargo                                                       753           865       (112)            (12.9) %
Other                                                     3,977         3,818        159               4.2  %
Total operating revenue                             $    47,007     $  44,438    $ 2,569               5.8  %

TRASM (cents)                                             17.07   ¢     16.87  ¢    0.20  ¢            1.2  %
Third-party refinery sales(1)                             (0.04)        (0.21)      0.17                NM
DGS sale adjustment(1)                                        -         (0.09)      0.09                NM
TRASM, adjusted (cents)                                   17.03   ¢     16.57  ¢    0.46  ¢            2.8  %

(1)For additional information on adjustments to TRASM, see "Supplemental Information" below.

Passenger Revenue



Ticket revenues, including both main cabin and business cabin and premium
products increased $2.0 billion compared to the year ended December 31, 2018.
Business cabin and premium products ticket revenue includes revenues from fare
products other than main cabin, including Delta One, Delta Premium Select, First
Class and Comfort+. The growth in ticket revenue was driven by strength in the
Delta brand and products, capitalizing on healthy industry business and leisure
demand. We continue to take delivery of new aircraft that include more premium
seats, while also generating higher paid load factor for premium products.

Loyalty travel awards revenue increased $249 million compared to the year ended
December 31, 2018 due to growth in mileage redemptions. Travel-related services
increased $315 million compared to the year ended December 31, 2018 primarily
due to increases in checked baggage and ticket change revenues.

Passenger Revenue by Geographic Region



                                                                                              Increase (Decrease) vs. Year Ended December 31, 2018
                                         Year Ended December     Passenger                                                   Passenger Mile
(in millions)                                  31, 2019           Revenue  

      RPMs (Traffic)        ASMs (Capacity)          Yield           PRASM           Load Factor
Domestic                                 $       30,367                 7.8  %                6.8  %                 5.3  %           1.0  %        2.4  %             1.2    pts
Atlantic                                          6,381                 3.5  %                4.8  %                 4.4  %          (1.3) %       (0.9) %             0.4    pts
Latin America                                     3,002                 4.0  %               (0.1) %                (0.9) %           4.0  %        4.9  %             0.7    pts
Pacific                                           2,527                (0.6) %                3.5  %                 5.0  %          (4.0) %       (5.3) %            (1.2)   pts

Total passenger revenue                  $       42,277                 6.3  %                5.5  %                 4.6  %           0.8  %        1.7  %             0.8    pts


Passenger revenue increased $2.5 billion, or 6.3%, compared to the prior year. PRASM increased 1.7% and passenger mile yield increased 0.8% on 4.6% higher capacity. Load factor increased 0.8 pts from the prior year to 86.3%.

Domestic unit revenue increased 2.4%, resulting from our commercial initiatives, including our premium products, as well as high load factors driven by a combination of strong demand and limited industry capacity growth.


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Passenger revenue related to our international regions increased 2.7% year-over-year primarily due to capacity growth in the Atlantic region and yield strength in the Latin America region. This growth in passenger revenue was achieved despite the negative impact of foreign currency fluctuations.

Atlantic unit revenues decreased due to foreign currency fluctuations between
the U.S. dollar and the Euro and British pound, the uncertain economic outlook
in Europe and increased industry capacity. These conditions were partially
offset by growth in premium product demand and strong U.S. point of sale.

Unit revenue increased in Latin America principally as a result of yield growth,
mainly due to reduced industry capacity in Brazil and improvements in Mexico
beach markets. In the September 2019 quarter we announced our plan to enter into
a strategic alliance with LATAM, which is expected to provide great customer
convenience, a more seamless travel experience and to better connect customers
between North and South America.

Unit revenue decreased in the Pacific region primarily on persistent economic
and trade related uncertainty, foreign currency fluctuations and increased
capacity to China, Japan and Korea due to our network transformation. Despite
these challenges, our joint venture with Korean Air has enabled solid traffic
growth and we have continued to reshape our Pacific network with the
announcements that in the March 2020 quarter we will transfer our U.S.-Tokyo
services from Narita to Haneda airport, Tokyo's preferred airport for corporate
customers, and shift our Beijing service to the new Beijing Daxing airport.

Starting in February 2020, we temporarily suspended flights between the U.S. and
China as the result of an outbreak of a novel coronavirus originating in Wuhan,
Hubei Province, China. We have suspended flights between the U.S. and China
through April 30, will continue to monitor the situation closely and may make
additional adjustments.

Other Revenue
                                                           Year Ended December 31,                   Increase        % Increase
(in millions)                                                2019            2018                   (Decrease)       (Decrease)
Loyalty program                                         $     1,962     $     1,459    $  503              34.5  %
Ancillary businesses and refinery                             1,297           1,801      (504)            (28.0) %
Miscellaneous                                                   718             558       160              28.7  %
Total other revenue                                     $     3,977     $     3,818    $  159               4.2  %



Loyalty Program. Loyalty program revenues relate primarily to brand usage by third parties and include the redemption of miles for non-travel awards.



Effective January 1, 2019, we amended our co-brand agreement with American
Express, and we also amended other agreements with American Express during the
March quarter. The new agreements increase the value we receive and extend the
terms to 2029. Under the agreements, we sell miles to American Express and allow
American Express to market its services or products using our brand and customer
database. The products and services sold with the miles (such as award travel,
priority boarding, baggage fee waivers, lounge access and the use of our brand)
are consistent with previous agreements. We continue to use the accounting
method that allocates the consideration received based on the relative selling
prices of those products and services. The increase in loyalty program revenues
are primarily related to brand usage by American Express.

Ancillary Businesses and Refinery. Ancillary businesses and refinery includes
aircraft maintenance provided to third parties, our vacation wholesale
operations, our private jet operations and refinery sales to third parties.
Refinery sales to third parties, which are at or near cost, decreased $451
million compared to 2018. The 2018 results also included $244 million of
third-party revenue from DGS, which was sold in December 2018. These decreases
were mitigated by growth in our MRO revenues, which increased $175 million to
$877 million during 2019.

In January 2020, we combined Delta Private Jets, our wholly owned subsidiary
which provides private jet operations, with Wheels Up. Upon closing, we received
a 27% equity stake in Wheels Up. Delta Private Jets will no longer be
consolidated and annual revenues of approximately $200 million, which have
historically been generated ratably through the year, will no longer be
reflected in ancillary businesses and refinery revenue.

Miscellaneous. Miscellaneous revenue is primarily composed of lounge access and
codeshare revenues, with lounge access revenue driving the majority of the $160
million increase compared to 2018. We continually enhance the customer
experience at our lounges, which also included opening three new Sky Clubs
during 2019 in Austin, Phoenix and New Orleans.
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Operating Expense
                                                 Year Ended December 31,                    Increase       % Increase
(in millions)                                       2019           2018                    (Decrease)      (Decrease)
Salaries and related costs                     $    11,225     $  10,743    $    482              4.5  %
Aircraft fuel and related taxes                      8,519         9,020        (501)            (5.6) %
Regional carriers expense, excluding fuel            3,584         3,438         146              4.2  %
Contracted services                                  2,641         2,175         466             21.4  %
Depreciation and amortization                        2,581         2,329         252             10.8  %
Passenger commissions and other selling
expenses                                             1,993         1,941          52              2.7  %
Landing fees and other rents                         1,762         1,662         100              6.0  %
Aircraft maintenance materials and outside
repairs                                              1,751         1,575         176             11.2  %
Profit sharing                                       1,643         1,301         342             26.3  %
Passenger service                                    1,251         1,178          73              6.2  %
Ancillary businesses and refinery                    1,245         1,695        (450)           (26.5) %
Aircraft rent                                          423           394          29              7.4  %
Other                                                1,771         1,723          48              2.8  %
Total operating expense                        $    40,389     $  39,174    $  1,215              3.1  %




Salaries and Related Costs. The increase in salaries and related costs is
primarily due to pay rate increases for eligible employees. This increase is
partially offset by salaries for DGS employees, which are no longer included in
salaries and related costs following the sale of that business in December 2018.
DGS-related expenses are now recorded in contracted services.

Aircraft Fuel and Related Taxes. Fuel expense decreased $501 million compared to
the prior year despite a 4.6% increase in capacity, due to an 8% decrease in the
market price per gallon of fuel and improved fuel efficiency driven by our
investment in new aircraft.

The table below shows the impact of hedging and the refinery on fuel expense and average price per gallon, adjusted (non-GAAP financial measures):


                                                                                                                         Average Price Per Gallon
                                                                                                       Year Ended December
                                      Year Ended December 31,                                                  31,
(in millions, except per gallon                                                  Increase
data)(1)                                 2019            2018                   (Decrease)               2019         2018           Increase (Decrease)
Fuel purchase cost(2)              $      8,581     $      9,131    $ (550)                  $ 2.04    $ 2.22    $   (0.18)
Fuel hedge impact                            14              (53)       67                        -     (0.01)        0.01
Refinery segment impact                     (76)             (58)      (18)                   (0.02)    (0.01)       (0.01)
Total fuel expense                 $      8,519     $      9,020    $ (501)                  $ 2.02    $ 2.20    $   (0.18)
MTM adjustments and settlements on
hedges(3)                                   (14)              53       (67)                       -      0.01        (0.01)

Total fuel expense, adjusted $ 8,505 $ 9,073 $ (568)

$ 2.02    $ 2.21    $   (0.19)



(1)This reconciliation may not calculate exactly due to rounding.
(2)Market price for jet fuel at airport locations, including related taxes and
transportation costs.
(3)MTM adjustments and settlements on hedges include the effects of the
derivative transactions disclosed in Note 5 of the Notes to the Consolidated
Financial Statements. For additional information and the reason for adjusting
fuel expense, see "Supplemental Information" below.

Contracted Services. The increase in contracted services expense predominantly
relates to services performed by DGS that were recorded in salaries and related
costs prior to the sale of that business in December 2018. During 2018, DGS
incurred expenses of approximately $350 million related to internal Delta
services that were primarily recorded in salaries and related costs. After the
sale of DGS to a third party, we now record these expenses and our portion of
the new entity's ("AirCo") financial results under the equity method of
accounting, in contracted services.

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Depreciation and Amortization. The increase in depreciation and amortization
primarily results from $79 million of accelerated depreciation due to the
decision to early retire our MD-90 fleet by the end of 2022, new aircraft
deliveries, fleet modifications and technology enhancements. As we take delivery
of new aircraft, we continue to evaluate our current fleet compared to network
requirements. See Note 11 of the Notes to the Consolidated Financial Statements
for additional information on the planned early retirement of our MD-90 fleet.

In addition to investing in our fleet, we have also increased our technology
investments in an effort to enhance interactions with our customers and allow us
to deliver more personalized service, further enhancing the customer experience
and strengthening our brand and competitive position. During 2019, we delivered
several capabilities that enable our front-line employees to personalize their
interactions with our customers, added self-service features on the FlyDelta
app, including automatic international check-in, integrated security wait times
and the ability to pre-select meals in Delta One and domestic First Class. In
addition, we expanded facial recognition biometric boarding for international
travelers in the Atlanta, Minneapolis-St. Paul and Salt Lake City airports.
These increased capital expenditures have led to a corresponding increase in
depreciation and amortization.

Aircraft Maintenance Materials and Outside Repairs. Aircraft maintenance
materials and outside repairs consist of costs associated with the maintenance
of aircraft used in our operations. The increase primarily relates to a higher
volume of scheduled engine overhauls on certain aircraft during the second half
of 2019.

Profit Sharing. Profit sharing expense increased $342 million to $1.6 billion,
marking the sixth consecutive year that Delta employees will receive over $1
billion in recognition of their contributions to the company's performance. The
increase in profit sharing is related to higher profit during the year. Our
profit sharing program pays 10% to all eligible employees for the first $2.5
billion of annual profit and 20% of annual profit above $2.5 billion.

Ancillary Businesses and Refinery. Ancillary businesses and refinery includes
expenses associated with aircraft maintenance services we provide to third
parties, our vacation wholesale operations, our private jet operations and
refinery sales to third parties. Expenses related to refinery sales to third
parties, which are at or near cost, decreased $451 million compared to the prior
year. In addition, approximately $200 million of costs related to services
performed by DGS on behalf of third parties were recorded in ancillary
businesses and refinery prior to the sale of that business in December 2018.
These decreases were partially offset by growth in our MRO business, as
discussed above.

In January 2020, we combined Delta Private Jets, our wholly owned subsidiary
which provides private jet operations, with Wheels Up. Upon closing, we received
a 27% equity stake in Wheels Up. Delta Private Jets will no longer be
consolidated and annual costs of approximately $200 million, which have
historically been incurred ratably through the year, will no longer be reflected
in ancillary businesses and refinery expense.
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Non-Operating Results


                                                        Year Ended December 31,                             Favorable (Unfavorable)
(in millions)                                             2019            2018              2019 vs. 2018
Interest expense, net                                $      (301)    $      (311)         $         10
Gain/(loss) on investments, net                              119              38                    81
Miscellaneous, net                                          (238)            160                  (398)
Total non-operating expense, net                     $      (420)    $      

(113) $ (307)





Interest Expense. At December 31, 2018, the principal amount of debt and finance
leases was $9.7 billion. During 2019, we issued $1.5 billion of unsecured notes
and $500 million of aircraft secured EETC debt. As a result of the debt
issuances, partially offset by principal payments, the amount of debt and
finance leases was $11.0 billion at December 31, 2019. Despite the increase in
debt during the current year, interest expense decreased $10 million compared to
the prior year due to recent refinancing transactions at lower interest rates
resulting from our improvement to investment grade credit rating in recent years
and the favorable interest rate environment.

Gain/(Loss) on Investments. Gain/(loss) on investments reflects the gains and losses on our equity investments. The increase compared to 2018 primarily results from unrealized gains in Hanjin-KAL and Air France-KLM.

Miscellaneous. Miscellaneous, net is primarily composed of pension and related expense, our proportionate share of earnings from our equity investments in Virgin Atlantic and Grupo Aeroméxico, charitable contributions and foreign exchange gains/(losses).



The change from 2019 compared to 2018 primarily results from the unfavorable
movement in pension and related expense and the sale of our DGS entity in 2018.
The pension and related expense was $65 million in 2019 compared to a benefit of
$245 million in 2018. In 2018, the sale of our DGS entity to a subsidiary of
Argenbright Holdings, LLC resulted in a gain of $91 million.

Our equity investment earnings and foreign exchange gains/(losses) fluctuate and thus impact the comparability of miscellaneous from period to period.

Income Taxes

Our effective tax rate for 2019 was 23.1%. We expect our annual effective tax rate to be between 23% and 24% for 2020. At December 31, 2019, we had approximately $1.9 billion of U.S. federal pre-tax net operating loss carryforwards, which do not begin to expire until 2027. We believe we will utilize the majority of our remaining federal net operating losses and tax credits during 2020.

For more information about our income taxes, see Note 12 of the Notes to the Consolidated Financial Statements.


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Refinery Segment



The refinery primarily produces gasoline, diesel and jet fuel. Monroe exchanges
the non-jet fuel products the refinery produces with third parties for jet fuel
consumed in our airline operations. The jet fuel produced and procured through
exchanging gasoline and diesel fuel produced by the refinery provides
approximately 200,000 barrels per day, or approximately 75% of our consumption,
for use in our airline operations. We believe that the jet fuel supply resulting
from the refinery's operation contributes to reducing the market price of jet
fuel and thus lowers our cost of jet fuel compared to what it otherwise would
be.

During the December 2018 quarter, the refinery completed a planned maintenance
event ("turnaround") and did not produce any refined products for approximately
60 days. The turnaround was in accordance with the long-term maintenance plan
for the facility to allow for the safe completion of major repairs and upgrades.

The refinery recorded operating revenues of $5.6 billion in 2019, compared to
$5.5 billion in 2018. Operating revenues in 2019 were primarily composed of $4.0
billion of non-jet fuel products exchanged with third parties to procure jet
fuel, $1.1 billion of sales of jet fuel to the airline segment and $395 million
of non-jet fuel product sales. Refinery revenues increased compared to the prior
year due to higher throughput and yields offset by lower costs of crude oil
leading to lower pricing for associated refined products.

The refinery recorded operating income of $76 million and $58 million in 2019
and 2018, respectively. The refinery's operating income in 2019 was higher
primarily due to the 60 day cessation of operations during the turnaround in the
December 2018 quarter and favorable market conditions year over year.

A refinery is subject to annual EPA requirements to blend renewable fuels into
the gasoline and on-road diesel fuel it produces. Alternatively, a refinery may
purchase renewable energy credits, called RINs, from third parties in the
secondary market. The refinery operated by Monroe purchases the majority of its
RINs requirement in the secondary market. Observable RINs prices stabilized in
2019 after significant fluctuations in previous years, with Monroe incurring $58
million in RINs compliance costs during the current year.

For more information regarding the refinery's results, see Note 15 of the Notes to the Consolidated Financial Statements.


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Financial Condition and Liquidity



We expect to meet our cash needs for the next 12 months with cash flows from
operations, cash and cash equivalents, restricted cash equivalents and financing
arrangements. As of December 31, 2019, we had $6.0 billion in unrestricted
liquidity, consisting of $2.9 billion in cash and cash equivalents and $3.1
billion in undrawn revolving credit facilities. During 2019, we used existing
cash and cash generated from operations to fund capital expenditures of $4.9
billion, and return $3.0 billion to shareholders.

Sources of Liquidity

Operating Activities



Cash flows from operating activities continue to provide our primary source of
liquidity. We generated cash flows from operations of $8.4 billion in 2019 and
$7.0 billion in 2018. We also expect to continue generating cash flows from
operations in 2020.

Our operating cash flows are impacted by the following factors:



Seasonality of Advance Ticket Sales. We sell tickets for air travel in advance
of the customer's travel date. When we receive a cash payment at the time of
sale, we record the cash received on advance sales as deferred revenue in air
traffic liability. The air traffic liability increases during the winter and
spring as advanced ticket sales grow prior to the summer peak travel season and
decreases during the summer and fall months.

Fuel. Fuel expense represented approximately 21% of our total operating expenses for 2019. The market price for jet fuel is volatile, which can impact the comparability of our periodic cash flows from operations.



Pension Contributions. We sponsor defined benefit pension plans for eligible
employees and retirees. These plans are closed to new entrants and are frozen
for future benefit accruals. Our funding obligations for these plans are
governed by the Employee Retirement Income Security Act, as modified by the
Pension Protection Act of 2006. We had no minimum funding requirements in 2019.
However, during 2019, we voluntarily contributed $1 billion to these plans. We
contributed $500 million to these plans during 2018. We have no minimum funding
requirements in 2020, but we plan to voluntarily contribute approximately $500
million to these plans.

Profit Sharing. Our broad-based employee profit sharing program provides that,
for each year in which we have an annual pre-tax profit, as defined by the terms
of the program, we will pay a specified portion of that profit to employees. In
determining the amount of profit sharing, the program defines profit as pre-tax
profit adjusted for profit sharing and certain other items.

We pay profit sharing annually in February. We paid $1.3 billion in 2019 and
$1.1 billion in 2018 to our employees in recognition of their contributions
toward meeting our financial goals. During the year ended December 31, 2019, we
recorded $1.6 billion in profit sharing expense based on 2019 pre-tax profit,
which we will pay to employees in February 2020.

Effective October 1, 2017, we aligned our profit sharing plans under a single
formula. Under this formula, our profit sharing program pays 10% to all eligible
employees for the first $2.5 billion of annual profit and 20% of annual profit
above $2.5 billion. Prior to that time, the profit sharing program for pilots
used this formula but in the first nine months of 2017, the profit sharing
program for merit, ground and flight attendant employees paid 10% of annual
profit and, if we exceeded our prior-year results, the program paid 20% of the
year-over-year increase in profit to eligible employees.

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Investing Activities

Capital Expenditures. Our capital expenditures were $4.9 billion in 2019 and $5.2 billion in 2018. Our capital expenditures are primarily related to the purchase of aircraft, fleet modifications and technology enhancements.



As part of a multi-year initiative, we are investing in aircraft intended to
provide more premium products, improved customer experience, greater fuel
efficiency and better operating economics. We have committed to future aircraft
purchases that will require significant capital investment and have obtained,
but are under no obligation to use, long-term financing commitments for a
substantial portion of the purchase price of a significant number of these
aircraft. We expect that we will invest approximately $4.5 billion in 2020
primarily for aircraft, including deliveries and advance deposit payments, as
well as aircraft modifications, the majority of which relate to cabin
enhancements throughout our fleet. We expect that the investments in 2020 will
be funded principally through cash flows from operations.

In October 2019, the Office of the U.S. Trade Representative announced a 10%
tariff on new aircraft imported from Europe. We are evaluating the impact of
this announcement on our future Airbus deliveries.

Equity Investments. During 2019, we acquired 10% of the outstanding shares of Hanjin-KAL, the largest shareholder of Korean Air for $170 million.



In September 2019 we announced our plan to enter into a strategic alliance with
LATAM Airlines Group S.A ("LATAM") as well as acquire up to a 20% interest
through a tender offer. In January 2020 we acquired 20% of the shares of LATAM
for $1.9 billion, or $16 per share.

In addition, to support the establishment of the strategic alliance, we will
invest $350 million, $200 million of which was disbursed in 2019. An additional
$50 million is scheduled to be disbursed during 2020. As part of our planned
strategic alliance with LATAM, we have also agreed to acquire four A350 aircraft
from LATAM and plan to assume ten of LATAM's A350 purchase commitments from
Airbus, with deliveries through 2025.

This alliance is expected to generate new growth opportunities, building upon
Delta's and LATAM's global footprint and joint ventures, including Delta's
existing partnership with Aeroméxico. We have sold our GOL ownership stake and
are winding down our commercial agreements with GOL to facilitate the formation
of our strategic alliance with LATAM.

See Note 4 of the Notes to the Consolidated Financial Statements for more information on our equity investments.

Los Angeles International Airport ("LAX") Construction. We executed a modified
lease agreement during 2016 with the City of Los Angeles ("the City") which owns
and operates LAX, and announced plans to modernize, upgrade and connect
Terminals 2 and 3 at LAX. Under the lease agreement, we have relocated certain
airlines and other tenants from Terminals 2 and 3 to Terminals 5 and 6 and
undertaken various initial projects to enable operations from Terminals 2 and 3
during the project. We are now designing and constructing the redevelopment of
Terminal 3 and enhancement of Terminal 2, which also includes rebuilding the
ticketing and arrival halls and security checkpoint, construction of core
infrastructure to support the City's planned airport people mover, ramp
improvements and construction of a secure connector to the north side of the Tom
Bradley International Terminal. Construction is expected to be completed by
2024.

Under the lease agreement and subsequent project component approvals by the City's Board of Airport Commissioners, the City has appropriated to date approximately $1.6 billion to purchase completed project assets. The lease allows for a maximum reimbursement by the City of $1.8 billion. Costs we incur in excess of such maximum will not be reimbursed by the City.



A substantial majority of the project costs are being funded through the
Regional Airports Improvement Corporation ("RAIC"), a California public benefit
corporation, using an $800 million revolving credit facility provided by a group
of lenders. The credit facility was executed during 2017 and amended in 2019 and
we have guaranteed the obligations of the RAIC under the credit facility. Loans
made under the credit facility are being repaid with the proceeds from the
City's purchase of completed project assets. Using funding provided by cash
flows from operations and/or the credit facility, we spent approximately $176
million on this project during 2019 and expect to spend approximately $240
million during 2020.

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New York-LaGuardia Redevelopment. As part of the terminal redevelopment project
at LaGuardia Airport, we are partnering with the Port Authority of New York and
New Jersey ("Port Authority") to replace Terminals C and D with a new
state-of-the-art terminal facility consisting of 37 gates across 4 concourses
connected to a central headhouse. The terminal will feature a new, larger Delta
Sky Club, wider concourses, more gate seating and 30 percent more concessions
space than the existing terminals. The facility will also offer direct access
between the parking garage and terminal and improved roadways and
drop-off/pick-up areas. The design of the new terminal will integrate
sustainable technologies and improvements in energy efficiency. Construction
will be phased to limit passenger inconvenience and is expected to be completed
by 2026.

In connection with the redevelopment, during 2017, we entered into an amended
and restated terminal lease with the Port Authority with a term through 2050.
Pursuant to the lease agreement we will (1) fund (through debt issuance and
existing cash) and undertake the design, management and construction of the
terminal and certain off-premises supporting facilities, (2) receive a Port
Authority contribution of $600 million to facilitate construction of the
terminal and other supporting infrastructure, (3) be responsible for all
operations and maintenance during the term of the lease and (4) have
preferential rights to all gates in the terminal subject to Port Authority
requirements with respect to accommodation of designated carriers. We currently
expect our net project cost to be approximately $3.3 billion and we bear the
risks of project construction, including any potential cost over-runs. Using
funding provided by cash flows from operations and/or financing arrangements, we
spent approximately $562 million on this project during 2019 and expect to spend
approximately $700 million during 2020.

In the December 2019 quarter, we opened Concourse G, the first of the four new
concourses housing seven of the 37 new gates. Not only does this deliver the
first direct impact to the Delta passenger experience, it also represents the
first major phasing milestone. This new concourse will allow us to vacate
portions of the existing terminals which can then be demolished and made ready
for the next phase of construction. The next major milestone will be the opening
of the headhouse and Concourse E, which is scheduled for 2022.

Financing Activities



Debt and Finance Leases. In February 2019, we entered into a $1 billion term
loan issued by two lenders, which was subsequently repaid by the end of the June
2019 quarter. We used the net proceeds of the term loan to accelerate planned
2019 repurchases under our share repurchase program.

In the March 2019 quarter, we completed a $500 million offering of Pass Through
Certificates, Series 2019-1 ("2019-1 EETC") through a pass through trust. The
net proceeds of the offering were used for general corporate purposes, including
to refinance debt maturing during 2019.

In October 2019 we issued $1.5 billion in aggregate principal amount of
unsecured notes, consisting of $900 million of 2.9% Notes due 2024 and
$600 million of 3.75% Notes due 2029 (collectively, the "Notes"). We used the
net proceeds from the offering of these Notes to fund a portion of the tender
offer to acquire common shares of LATAM in January 2020.

During 2019, the three major credit rating agencies reaffirmed our
investment-grade ratings:
Rating Agency        Current Rating     Outlook
Fitch                     BBB-          Stable
Moody's                   Baa3          Stable
Standard & Poor's         BBB-          Stable



Capital Returns to Shareholders. Since first implementing our quarterly dividend
in 2013, we have annually increased the dividend per share and paid $3.8 billion
in total dividends, including $980 million in 2019. Through dividends and share
repurchases, we have returned $15.3 billion to shareholders since 2013, while
reducing outstanding shares by approximately 25% compared to the beginning of
2013. During 2019, we repurchased and retired 38 million shares at a cost of
$2.0 billion.

On February 6, 2020, the Board of Directors approved and we will pay a quarterly dividend of $0.4025 per share to shareholders of record as of February 20, 2020.

Undrawn Lines of Credit



We have $3.1 billion available in revolving lines of credit. These credit
facilities include covenants customary for financing of this type. If we are not
in compliance with these covenants, we may be required to repay amounts borrowed
under the credit facilities or we may not be able to draw on them.
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Covenants

We were in compliance with the covenants in our financing agreements at December 31, 2019.

Contractual Obligations



The following table summarizes our contractual obligations at December 31, 2019
that we expect will be paid in cash. The table does not include amounts that are
contingent on events or other factors that are uncertain or unknown at this
time, including legal contingencies, uncertain tax positions and amounts payable
under collective bargaining arrangements, among others. In addition, the table
does not include expected significant cash payments representing obligations
that arise in the ordinary course of business that do not include contractual
commitments.

The amounts presented are based on various estimates, including estimates regarding the timing of payments, prevailing interest rates, volumes purchased, the occurrence of certain events and other factors. Accordingly, the actual results may vary materially from the amounts presented in the table.


                                                                  Contractual Obligations by Year(1)
(in millions)                                 2020        2021       2022       2023       2024     Thereafter     Total
Debt (see Note 7)
Principal amount                           $  2,060    $ 1,094    $ 1,708    $   932    $ 1,508    $   2,689    $  9,991
Interest payments                               307        295        246        185        154          635       1,822
Finance lease obligations (see Note 8)
Principal amount                                233        213        156        111        171          169       1,053
Interest payments                                31         26         18         13          9           10         107

Operating lease obligations (see Note 8) 1,031 913 825

      803        738        4,293       8,603
Aircraft purchase commitments (see Note
11)                                           2,980      3,740      3,390      1,640        500        1,440      13,690
Contract carrier obligations (see Note 11)    1,750      1,432      1,377      1,132      1,002        2,349       9,042
Employee benefit obligations (see Note 10)      134        133        119        110        102        4,650       5,248
Other obligations                             2,993        919      1,137        807        596        5,904      12,356
Total                                      $ 11,519    $ 8,765    $ 8,976    $ 5,733    $ 4,780    $  22,139    $ 61,912

(1)For additional information, see the Notes to the Consolidated Financial Statements referenced in the table above.

Debt, Principal Amount. Represents scheduled principal payments on debt.

Debt, Interest Payments. Represents estimated interest payments based on interest rates specified in our applicable debt agreements. Interest payments on variable interest rate debt were calculated using LIBOR at December 31, 2019.



Finance and Operating Lease Obligations. Refer to Note 8 of the Notes to the
Consolidated Financial Statements for additional information regarding finance
and operating leases.

Aircraft Purchase Commitments. Refer to the aircraft purchase commitments table in Item 2 for additional information about our future aircraft purchases.



Contract Carrier Obligations. Represents our estimated minimum fixed obligations
under capacity purchase agreements with third-party regional carriers. The
reported amounts are based on (1) the required minimum levels of flying by our
contract carriers under the applicable agreements and (2) assumptions regarding
the costs associated with such minimum levels of flying.

Employee Benefit Obligations. Represents primarily (1) projected future benefit
payments from our unfunded postretirement and postemployment plans and (2) our
estimated minimum required funding for our qualified defined benefit pension
plans based on actuarially determined estimates. For additional information
about our defined benefit pension plan obligations, see "Critical Accounting
Policies and Estimates."

Other Obligations. Represents estimated purchase obligations under which we are
required to make minimum payments for goods and services, including, but not
limited to, aviation-related, maintenance, professional security, insurance,
marketing, technology, sponsorships and other third-party services and products.
This also includes obligations related to our investment in and planned
strategic alliance with LATAM.
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Critical Accounting Policies and Estimates



Our critical accounting policies and estimates are those that require
significant judgments and estimates. Accordingly, the actual results may differ
materially from these estimates. For a discussion of these and other accounting
policies, see Note 1 of the Notes to the Consolidated Financial Statements.

Loyalty Program



Our SkyMiles loyalty program generates customer loyalty by rewarding customers
with incentives to travel on Delta. This program allows customers to earn
mileage credits ("miles") by flying on Delta, Delta Connection and other
airlines that participate in the loyalty program. When traveling, customers earn
redeemable miles based on the passenger's loyalty program status and ticket
price. Customers can also earn miles through participating companies such as
credit card companies, hotels, car rental agencies and ridesharing companies. To
facilitate transactions with participating companies, we sell miles to
non-airline businesses, customers and other airlines. Miles are redeemable by
customers in future periods for air travel on Delta and other participating
airlines, membership in our Sky Club and other program awards.

To reflect the miles earned, the loyalty program includes two types of
transactions that are considered revenue arrangements with multiple performance
obligations: (1) miles earned with travel and (2) miles sold to participating
companies.

Passenger Ticket Sales Earning Miles. Passenger ticket sales earning miles under
our loyalty program provide customers with (1) miles earned and (2) air
transportation, which are considered performance obligations. We value each
performance obligation on a standalone basis. To value the miles earned, we
consider the quantitative value a passenger receives by redeeming miles for a
ticket rather than paying cash, which is referred to as equivalent ticket value
("ETV"). Our estimate of ETV is adjusted for miles that are not likely to be
redeemed ("breakage"). We use statistical models to estimate breakage based on
historical redemption patterns. A change in assumptions as to the actual
redemption activity for miles or the estimated fair value of miles expected to
be redeemed could have a material impact on our revenue in the year in which the
change occurs and in future years. We recognize breakage proportionally during
the period in which the remaining miles are actually redeemed.

At December 31, 2019, the aggregate deferred revenue balance associated with the
SkyMiles program was $6.7 billion. A hypothetical 10% change in the number of
outstanding miles estimated to be redeemed would result in an impact of
approximately $200 million on annual revenue recognized.

We defer revenue for the miles when earned and recognize loyalty travel awards
in passenger revenue as the miles are redeemed and transportation is provided.
We record the air transportation portion of the passenger ticket sales in air
traffic liability and recognize passenger revenue when we provide transportation
or if the ticket goes unused. A hypothetical 10% increase in our estimate of the
ETV of a mile would decrease annual passenger revenue by approximately $100
million, as a result of an increase in the amount of revenue deferred from the
mileage component of passenger ticket sales.

Sale of Miles. Customers may earn miles based on their spending with
participating companies such as credit card companies, hotels, car rental
agencies and ridesharing companies with which we have marketing agreements to
sell miles. Our contracts to sell miles under these marketing agreements have
multiple performance obligations. Payments are typically due monthly based on
the volume of miles sold during the period, and the terms of our marketing
contracts are from one to eleven years. During the years ended December 31, 2019
and 2018, total cash sales from marketing agreements were $4.2 billion and $3.5
billion, respectively, which are allocated to travel and other performance
obligations, as discussed below.

Our most significant contract to sell miles relates to our co-brand credit card
relationship with American Express. Our agreements with American Express provide
for joint marketing, grant certain benefits to Delta-American Express co-branded
credit card holders ("cardholders") and American Express Membership Rewards
program participants, and allow American Express to market its services or
products using our customer database. Cardholders earn miles for making
purchases using co-branded cards, and certain cardholders may also check their
first bag for free, are granted discounted access to Delta Sky Club lounges and
receive priority boarding and other benefits while traveling on Delta.
Additionally, participants in the American Express Membership Rewards program
may exchange their points for miles under the loyalty program. We sell miles at
agreed-upon rates to American Express which are then provided to their customers
under the co-brand credit card program and the Membership Rewards program.

                                       41
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We account for marketing agreements, including those with American Express, by
allocating the consideration received to the individual products and services
delivered. We allocate the value based on the relative selling prices of those
products and services, which generally consist of award travel, priority
boarding, baggage fee waivers, lounge access and the use of our brand. We
determine our best estimate of the selling prices by using a discounted cash
flow analysis using multiple inputs and assumptions, including: (1) the expected
number of miles awarded and number of miles redeemed, (2) ETV for the award
travel obligation adjusted for breakage, (3) published rates on our website for
baggage fees, discounted access to Delta Sky Club lounges and other benefits
while traveling on Delta, (4) brand value (using estimated royalties generated
from the use of our brand) and (5) volume discounts provided to certain
partners.

Effective January 1, 2019, we amended our co-brand agreement with American
Express, and we also amended other agreements with American Express during the
current year. The new agreements increase the value we receive and extend the
terms to 2029. The products and services delivered are consistent with previous
agreements, and we continue to allocate the consideration received based on the
relative selling prices of those products and services.

We defer the amount for award travel obligation as part of loyalty program
deferred revenue and recognize loyalty travel awards in passenger revenue as the
miles are used for travel. Revenue allocated to services performed in
conjunction with a passenger's flight, such as baggage fee waivers, is
recognized as travel-related services in passenger revenue when the related
service is performed. Revenue allocated to access Delta Sky Club lounges is
recognized as miscellaneous in other revenue as access is provided. Revenue
allocated to the remaining performance obligations, primarily brand value, is
recorded as loyalty program in other revenue as miles are delivered.

Goodwill and Indefinite-Lived Intangible Assets



We apply a fair value-based impairment test to the carrying value of goodwill
and indefinite-lived intangible assets on an annual basis (as of October 1) and,
if certain events or circumstances indicate that an impairment loss may have
been incurred, on an interim basis. We assess the value of our goodwill and
indefinite-lived assets under either a qualitative or quantitative approach.
Under a qualitative approach, we consider various market factors, including
certain of the key assumptions listed below. We analyze these factors to
determine if events and circumstances have affected the fair value of goodwill
and indefinite-lived intangible assets. If we determine that it is more likely
than not that the asset may be impaired, we use the quantitative approach to
assess the asset's fair value and the amount of the impairment. Under a
quantitative approach, we calculate the fair value of the asset incorporating
the key assumptions listed below into our calculation.

When we evaluate goodwill for impairment using a quantitative approach, we
estimate the fair value of the reporting unit by considering both comparable
public company multiples (a market approach) and projected discounted future
cash flows (an income approach). When we perform a quantitative impairment
assessment of our indefinite-lived intangible assets, fair value is estimated
based on (1) recent market transactions, where available, (2) the royalty method
for the Delta tradename (which assumes hypothetical royalties generated from
using our tradename) or (3) projected discounted future cash flows (an income
approach).

Key Assumptions. The key assumptions in our impairment tests include: (1)
forecasted revenues, expenses and cash flows, (2) terminal period revenue growth
and cash flows, (3) an estimated weighted average cost of capital, (4) assumed
discount rates depending on the asset and (5) a tax rate. These assumptions are
consistent with those that hypothetical market participants would use. Because
we are required to make estimates and assumptions when evaluating goodwill and
indefinite-lived intangible assets for impairment, actual transaction amounts
may differ materially from these estimates. In addition, when performing a
qualitative valuation, we consider the amount by which the intangible assets'
fair values exceeded their respective carrying values in the most recent fair
value measurements calculated using a quantitative approach.

Changes in certain events and circumstances could result in impairment or a
change from indefinite-lived to definite-lived. Factors which could cause
impairment include, but are not limited to, (1) negative trends in our market
capitalization, (2) reduced profitability resulting from lower passenger mile
yields or higher input costs (primarily related to fuel and employees), (3)
lower passenger demand as a result of weakened U.S. and global economies, (4)
interruption to our operations due to a prolonged employee strike, terrorist
attack or other reasons, (5) changes to the regulatory environment (e.g.,
diminished slot access or additional Open Skies agreements), (6) competitive
changes by other airlines and (7) strategic changes to our operations leading to
diminished utilization of the intangible assets.

We assessed each of the above assumptions in our most recent impairment
analyses. The combination of our most recently completed annual results and our
projected revenues, expenses and cash flows more than offset any negative events
and circumstances.

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Goodwill. Our goodwill balance, which is related to the airline segment, was
$9.8 billion at December 31, 2019. Based upon our quantitative assessment of all
relevant factors, including applicable factors noted in "Key Assumptions" above,
we determined that the fair value of goodwill significantly exceeded the
carrying value and, therefore, there was no indication that goodwill was
impaired.

Identifiable Intangible Assets. Our identifiable intangible assets, which are
related to the airline segment, had a net carrying amount of $5.2 billion at
December 31, 2019, of which $5.1 billion related to indefinite-lived intangible
assets. Indefinite-lived assets are not amortized and consist primarily of
routes, slots, the Delta tradename and assets related to SkyTeam and
collaborative arrangements. Definite-lived assets consist primarily of marketing
and maintenance service agreements.

In 2019, we performed quantitative assessments of our indefinite-lived intangible assets, including applicable factors noted in "Key Assumptions" above, and determined that there was no indication that the assets were impaired as the fair value of each asset exceeded its carrying value by at least 15%.

Long-Lived Assets



Our flight equipment, which consists of aircraft and associated engines and
parts, and other long-lived assets have a recorded value of $31.3 billion at
December 31, 2019. This value is based on various factors, including the assets'
estimated useful lives and salvage values. We review flight equipment and other
long-lived assets used in operations for impairment losses when events and
circumstances indicate the assets may be impaired. Factors which could be
indicators of impairment include, but are not limited to, (1) a decision to
permanently remove flight equipment or other long-lived assets from operations,
(2) significant changes in the estimated useful life, (3) significant changes in
projected cash flows, (4) permanent and significant declines in fleet fair
values and (5) changes to the regulatory environment. For long-lived assets held
for sale, we discontinue depreciation and record impairment losses when the
carrying amount of these assets is greater than the fair value less the cost to
sell.

To determine whether impairments exist for aircraft used in operations, we group
assets at the fleet-type level or at the contract level for aircraft operated by
regional carriers (i.e., the lowest level for which there are identifiable cash
flows) and then estimate future cash flows based on projections of capacity,
passenger mile yield, fuel costs, labor costs and other relevant factors. If an
asset group is impaired, the impairment loss recognized is the amount by which
the asset group's carrying amount exceeds its estimated fair value. We estimate
aircraft fair values using published sources, appraisals and bids received from
third parties, as available.

As part of our ongoing fleet transformation, during 2019 we committed to
accelerating the retirement of our MD-90 fleet. This fleet will now be retired
by the end of 2022, which is approximately two years earlier than previously
planned. We evaluated the MD-90 fleet and determined that the fleet was not
impaired as the future cash flows from operation of the fleet through the
updated retirement date significantly exceeded the carrying value. However, the
decision to retire the fleet by 2022, including the permanent retirement of 35
aircraft during 2019, resulted in accelerated depreciation of $79 million during
2019, which is recorded in depreciation and amortization in our income
statement.

Defined Benefit Pension Plans



We sponsor defined benefit pension plans for eligible employees and retirees.
These plans are closed to new entrants and frozen for future benefit accruals.
As of December 31, 2019, the unfunded benefit obligation for these plans
recorded on our balance sheet was $5.4 billion. We had no minimum funding
requirements in 2019. However, during 2019, we voluntarily contributed
$1 billion to these plans. We have no minimum funding requirements in 2020, but
we plan to voluntarily contribute approximately $500 million to these plans. The
most critical assumptions impacting our defined benefit pension plan obligations
and net periodic benefit cost are the discount rate, the expected long-term rate
of return on plan assets and life expectancy.

Weighted Average Discount Rate. We determine our weighted average discount rate
on our measurement date primarily by reference to annualized rates earned on
high-quality fixed income investments and yield-to-maturity analysis specific to
our estimated future benefit payments. We used a weighted average discount rate
to value the obligations of 3.40% and 4.33% at December 31, 2019 and 2018,
respectively. Our weighted average discount rate for net periodic benefit cost
in each of the past three years has varied from the rate selected on our
measurement date, ranging from 3.69% to 4.33%.

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Expected Long-Term Rate of Return. Our expected long-term rate of return on plan
assets is based primarily on plan-specific investment studies using historical
market return and volatility data. Modest excess return expectations versus some
public market indices are incorporated into the return projections based on the
actively managed structure of the investment programs and their records of
achieving such returns historically. We also expect to receive a premium for
investing in less liquid private markets. We review our rate of return on plan
assets assumptions annually. Our annual investment performance for one
particular year does not, by itself, significantly influence our evaluation. The
investment strategy for our defined benefit pension plan assets is to earn a
long-term return that meets or exceeds our annualized return target while taking
an acceptable level of risk and maintaining sufficient liquidity to pay current
benefits and other cash obligations of the plan. This is achieved by investing
in a globally diversified mix of public and private equity, fixed income, real
assets, hedge funds and other assets and instruments. Our weighted average
expected long-term rate of return on assets for net periodic benefit cost for
the year ended December 31, 2019 was 8.97%.

The impact of a 0.50% change in these assumptions is shown in the table below:
                                                                                                        Effect on Accrued
                                                                     Effect on 2020                    Pension Liability at
Change in Assumption                                              Pension Benefit Cost                  December 31, 2019
0.50% decrease in weighted average discount rate                       $      (13)   million       $       1.3       billion
0.50% increase in weighted average discount rate                       $    

9 million $ (1.2) billion 0.50% decrease in expected long-term rate of return on assets

$       78    million       $         -
0.50% increase in expected long-term rate of return on
assets                                                                 $      (78)   million       $         -



Life Expectancy. Changes in life expectancy may significantly impact our benefit
obligations and future net periodic benefit cost. We use the Society of
Actuaries ("SOA") published mortality data and other publicly available
information to develop our best estimate of life expectancy. The SOA publishes
updated mortality tables for U.S. plans and updated improvement scales. Each
year we consider updates by the SOA in setting our mortality assumptions for
purposes of measuring pension and other postretirement and postemployment
benefit obligations.

Funding. Our funding obligations for qualified defined benefit plans are
governed by the Employee Retirement Income Security Act. The Pension Protection
Act of 2006 allows commercial airlines to elect alternative funding rules
("Alternative Funding Rules") for defined benefit plans that are frozen. We
elected the Alternative Funding Rules under which the unfunded liability for a
frozen defined benefit plan may be amortized over a fixed 17-year period and is
calculated using an 8.85% discount rate until the 17-year period expires for all
frozen defined benefit plans by the end of 2024.

While the Pension Protection Act makes our funding obligations for these plans
more predictable, factors outside our control continue to have an impact on the
funding requirements. Estimates of future funding requirements are based on
various assumptions and can vary materially from actual funding requirements.
Assumptions include, among other things, the actual and projected market
performance of assets, statutory requirements and demographic data for
participants. For additional information, see Note 10 of the Notes to the
Consolidated Financial Statements.

Investments Valued at Net Asset Value ("NAV") Per Share. On an annual basis we
assess the potential for adjustments to the fair value of all investments.
Certain of our investments valued using NAV as a practical expedient have a lag
in the availability of data. This primarily applies to private equity, private
equity-related strategies and real assets. We solicit valuation updates from the
investment fund managers and use their information and corroborating data from
public markets to determine any needed fair value adjustments.

Recent Accounting Standards

Standards Effective in Future Years



Credit Losses. In 2016, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") No. 2016-13, "Financial Instruments-Credit
Losses (Topic 326): Measurement of Credit Losses on Financial Instruments."
Under this ASU an entity is required to utilize an "expected credit loss model"
on certain financial instruments, including trade and financing receivables.
This model requires consideration of a broader range of reasonable and
supportable information and requires an entity to estimate expected credit
losses over the lifetime of the asset. This standard is effective for interim
and annual reporting periods beginning after December 15, 2019. We do not expect
adoption of this standard to have a material impact on our consolidated
financial statements. We will adopt the standard effective January 1, 2020.

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Recently Adopted Standards



Comprehensive Income. In February 2018, the FASB issued ASU No. 2018-02, "Income
Statement-Reporting Comprehensive Income (Topic 220)." This standard provides an
option to reclassify stranded tax effects within accumulated other comprehensive
income/(loss) ("AOCI") to retained earnings due to the U.S. federal corporate
income tax rate change in the Tax Cuts and Jobs Act of 2017. We adopted this
standard effective January 1, 2019 with the election not to reclassify
$1.2 billion of stranded tax effects, primarily related to our pension plans,
from AOCI to retained earnings.

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Supplemental Information



We sometimes use information ("non-GAAP financial measures") that is derived
from the Consolidated Financial Statements, but that is not presented in
accordance with GAAP. Under the U.S. Securities and Exchange Commission rules,
non-GAAP financial measures may be considered in addition to results prepared in
accordance with GAAP, but should not be considered a substitute for or superior
to GAAP results. Reconciliations below may not calculate exactly due to
rounding.

TRASM, adjusted



The following table shows a reconciliation of TRASM (a GAAP measure) to TRASM,
adjusted (a non-GAAP financial measure). We adjust TRASM for the following items
to determine TRASM, adjusted for the reasons described below

•Third-party refinery sales. We adjust TRASM for refinery sales to third parties
because these revenues are not related to our airline segment. TRASM, adjusted
therefore provides a more meaningful comparison of revenue from our airline
operations to the rest of the airline industry.

•DGS sale adjustment. Because we sold DGS in December 2018, we have excluded the impact of DGS from 2018 results for comparability.


                                   Year Ended December 31,
                                        2019             2018
TRASM (cents)                                 17.07  ¢  16.87  ¢
Adjusted for:
Third-party refinery sales                    (0.04)    (0.21)
DGS sale adjustment                               -     (0.09)
TRASM, adjusted                               17.03  ¢  16.57  ¢



CASM-Ex

The following table shows a reconciliation of CASM (a GAAP measure) to CASM-Ex (a non-GAAP financial measure). We adjust CASM for the following items to determine CASM-Ex for the reasons described below:



•Aircraft fuel and related taxes. The volatility in fuel prices impacts the
comparability of year-over-year financial performance. The adjustment for
aircraft fuel and related taxes allows investors to understand and analyze our
non-fuel costs and year-over-year financial performance.

•Ancillary businesses and refinery. We adjust for expenses related to aircraft
maintenance we provide to third parties, our vacation wholesale operations, our
private jet operations as well as refinery cost of sales to third parties. 2018
results also include staffing services performed by DGS. Because these
businesses are not related to the generation of a seat mile, we adjust for the
costs related to these areas to provide a more meaningful comparison of the
costs of our airline operations to the rest of the airline industry.

•Profit sharing. We adjust for profit sharing because this adjustment allows
investors to better understand and analyze our recurring cost performance and
provides a more meaningful comparison of our core operating costs to the airline
industry.

                                         Year Ended December 31,
                                              2019             2018
CASM (cents)                                        14.67  ¢  14.87  ¢
Adjusted for:
Aircraft fuel and related taxes                     (3.10)    (3.43)
Ancillary businesses and refinery                   (0.45)    (0.64)
Profit sharing                                      (0.60)    (0.49)
CASM-Ex                                             10.52  ¢  10.31  ¢



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Free Cash Flow



We present free cash flow because management believes this metric is helpful to
investors to evaluate the company's ability to generate cash that is available
for use for debt service or general corporate initiatives. Adjustments include:

•Net redemptions of short-term investments. Net redemptions of short-term
investments represent the net purchase and sale activity of investments and
marketable securities in the period, including gains and losses. We adjust for
this activity to provide investors a better understanding of the company's free
cash flow generated by our operations.

•Strategic investments. Cash flows related to our investment in Hanjin-KAL, the
largest shareholder of Korean Air, are included in our GAAP investing
activities. We adjust free cash flow for this activity to provide investors a
better understanding of the company's free cash flow that is core to our
operational performance.

•Net cash flows related to certain airport construction projects and other. Cash
flows related to certain airport construction projects are included in our GAAP
operating activities and capital expenditures. We have adjusted for these items,
which were primarily funded by cash restricted for airport construction, to
provide investors a better understanding of the company's free cash flow and
capital expenditures that are core to our operational performance in the periods
shown.
                                                                      Year Ended December 31,
(in millions)                                                           2019            2018
Net cash provided by operating activities                          $     8,425     $     7,014
Net cash used in investing activities                                   (4,563)         (4,393)
Adjustments:
   Net redemptions of short-term investments                              (206)           (621)
   Strategic investments                                                   170               -
   Net cash flows related to certain airport construction projects
and other                                                                  338             362
Free cash flow                                                     $     4,164     $     2,362




Glossary of Defined Terms

ASM - Available Seat Mile. A measure of capacity. ASMs equal the total number of
seats available for transporting passengers during a reporting period multiplied
by the total number of miles flown during that period.

CASM - (Operating) Cost per Available Seat Mile. The amount of operating cost
incurred per ASM during a reporting period. CASM is also referred to as "unit
cost."

CASM-Ex - The amount of operating cost incurred per ASM during a reporting period, adjusted for aircraft fuel and related taxes, ancillary businesses and refinery and profit sharing expenses.

Free Cash Flow - Represents the excess cash generated from operations after satisfying the investment needed to sustain and grow our business. The remaining funds are available to return to shareholders and other providers of capital.

Passenger Load Factor - A measure of utilized available seating capacity calculated by dividing RPMs by ASMs for a reporting period.

Passenger Mile Yield or Yield - The amount of passenger revenue earned per RPM during a reporting period.

PRASM - Passenger Revenue per ASM. The amount of passenger revenue earned per ASM during a reporting period. PRASM is also referred to as "unit revenue."



RPM - Revenue Passenger Mile. One revenue-paying passenger transported one mile.
RPMs equal the number of revenue passengers during a reporting period multiplied
by the number of miles flown by those passengers during that period. RPMs are
also referred to as "traffic."

TRASM - Total Revenue per ASM. The amount of total revenue earned per ASM during a reporting period.


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