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MarketScreener Homepage  >  Equities  >  Nyse  >  Delta Air Lines, Inc.    DAL

DELTA AIR LINES, INC.

(DAL)
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DELTA AIR LINES : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

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07/15/2020 | 06:16am EDT
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our condensed consolidated
financial statements and the related notes and other financial information
included elsewhere in the Quarterly Report on Form 10-Q and our audited
consolidated financial statements and related notes included in our 2019 Annual
Report on Form 10-K.

Impact of the COVID-19 Pandemic


The unprecedented and rapid spread of COVID-19 and the related travel
restrictions and social distancing measures implemented throughout the world
have significantly reduced demand for air travel. After initially impacting our
service to China beginning in January, the spread of the virus and the resulting
global pandemic next affected the majority of our international network and
ultimately has significantly affected our domestic network. Beginning in March,
large public events were cancelled, governmental authorities began imposing
restrictions on non-essential activities, businesses suspended travel and
popular leisure destinations temporarily closed to visitors. Certain countries
that are key markets for our business have imposed bans on international
travelers for specified periods or indefinitely.

As a result, demand for travel declined at a rapid pace and has remained
depressed, which has had an unprecedented and materially adverse impact on our
revenues and financial position. Although demand improved through the quarter,
it remains significantly below the prior year. The exact timing and pace of the
recovery are uncertain as certain markets have reopened, some of which have
since experienced a resurgence of COVID-19 cases, while others, particularly
international markets, remain closed or are enforcing extended quarantines for
most U.S. residents. Additionally, some states have instituted travel
restrictions or advisories for travelers from other states. Our forecasted
expense and liquidity management initiatives may be modified as the demand
environment evolves.

In response to these developments, beginning in March and continuing throughout
the June 2020 quarter, we have implemented enhanced measures focusing on the
safety of our customers and employees, while at the same time seeking to
mitigate the impact on our financial position and operations.

Taking Care of our Customers and Employees. The safety of our customers and
employees is our primary focus. As the COVID-19 pandemic has progressed, we have
taken numerous steps to help promote the safety of our customers and employees
on the ground and in the air in keeping with current health-expert
recommendations, including:
•Adopting new cleaning procedures on all flights, including disinfectant
electrostatic spraying on aircraft and sanitizing high-touch areas like tray
tables, entertainment screens, armrests and seat-back pockets before each
flight.
•Taking steps to help employees and customers practice social distancing and
promote safety, including:
•Creating a Global Cleanliness Division to ensure a consistently safe and
sanitized experience across our facilities and aircraft.
•Requiring all customers and customer-facing employees to wear masks.
•Blocking middle seats and capping load factor at 60% throughout our aircraft
through at least September 30, 2020.
•Modifying our boarding and deplaning processes, while providing food and
beverage service that is designed to reduce physical touch points.
•Installing plexiglass shields at all Delta check-in counters, Delta Sky Clubs
and gate counters across the U.S. as well as adding social distance markers in
the check-in lobby, Delta Sky Clubs, at the gate and throughout the jetbridge.
•Implementing significant workforce social distancing and protection measures,
including reconfiguring call center spaces to promote social distancing,
increasing cleaning and disinfecting of our facilities and having virtually all
employees who can telecommute do so.
•Giving customers flexibility to plan, re-book and travel including extending
expiration on travel credits through September 2022. Additionally, we are
extending 2020 Medallion Status an additional year, rolling Medallion
Qualification Miles into 2021 and extending Delta SkyMiles American Express Card
benefits and Delta Sky Club memberships.
•Offering pay protection to employees who have been diagnosed with COVID-19, who
must quarantine due to exposure to COVID-19 or who have self-identified as being
at high-risk for illness from COVID-19 according to the Centers for Disease
Control and Prevention ("CDC") guidelines and do not have the ability to
telecommute (through July 31 for high-risk individuals).
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•Beginning in June 2020, onsite COVID-19 testing became available for employees
in select Delta hubs. Testing began in our Atlanta and Minneapolis hubs and is
expanding through the September 2020 quarter, with the expectation that all
employees will be tested.

Capacity Reductions. Beginning in the second half of March, we experienced a
precipitous decrease in demand as COVID-19 spread throughout the world. We
significantly reduced our system capacity to a level that maintained essential
services to align capacity with expected demand. For the June 2020 quarter,
system capacity was reduced 85% compared to the June 2019 quarter, with
international capacity reduced by 94% and domestic flying reduced by 80%. For
the September 2020 quarter, system capacity is expected to be down approximately
60% compared to the September 2019 quarter, with international capacity to be
reduced approximately 80% and domestic capacity to be reduced approximately 50%.
As a result of reduced demand expectations and lower capacity in the September
2020 quarter and beyond, we have parked approximately 50% of our fleet,
including the permanent retirement of certain aircraft, as discussed further
below.

Expense Management. In response to the reduction in revenue, we have
implemented, and will continue to implement, cost saving initiatives, including:
•Reducing capacity as described above to align with expected demand, which has
resulted in parking approximately 600 aircraft as of June 30, 2020. In the June
2020 quarter we retired our MD-90 fleet, seven 767-300ER aircraft and 10 A320
aircraft and will retire our 777 and 737-700 fleets by October 2020. These
retirement decisions follow the March 2020 quarter decision to accelerate the
retirement of our MD-88 fleet from December 2020 to June 2020.
•Consolidating our footprint at our airport facilities, including temporarily
closing most Delta Sky Clubs.
•Reducing employee-related costs, including:
•Voluntary unpaid leaves of 30 days to 12 months offered to most employees.
Approximately 45,000 of our employees have taken or have volunteered to take
voluntary leaves.
•Offering employees early retirement and voluntary separation programs, with
most departures scheduled for August 1, 2020. The enrollment period for these
programs will close in July 2020. See Note 8 of the Notes to the Condensed
Consolidated Financial Statements for additional information.
?Pilots are also eligible for an early retirement program, however, separation
dates will be based on training and staffing requirements.
•Salary reductions of 50% for our officers and, with respect to our director
level employees through the June 2020 quarter, 25%. Beginning in the September
2020 quarter, a 25% reduction in work hours has been implemented for our
director level employees, consistent with the 25% reduction in work hours for
all other management and most front-line employee work groups.
•Instituting a company-wide hiring freeze.
•Delaying non-essential maintenance projects and eliminating nearly all other
discretionary spending.

Balance Sheet, Cash Flow and Liquidity. Our cash, cash equivalents, short-term
investments and aggregate principal amount committed and available to be drawn
under our revolving credit facilities balance ("liquidity") as of June 30, 2020
was $15.7 billion as a result of the following actions to increase liquidity and
strength our financial position during the six months ended June 30, 2020:
•Reducing planned capital expenditures by approximately $3.5 billion for the
year, including working with original equipment manufacturers ("OEM") to
optimize the timing of our future aircraft deliveries, delaying aircraft
modifications and postponing certain information technology initiatives and
replacement of ground equipment.
•Receiving $4.9 billion as part of the CARES Act payroll support program as
described below.
•Obtaining financing through the following actions:
•Drawing $3.0 billion from our previously undrawn revolving credit facilities.
We have extended the maturity for $1.3 billion of these borrowings from April
2021 to April 2022 and also secured $2.7 billion of these borrowings with our
Pacific route authorities and certain related assets.
•Entering into a $3.0 billion 364-day secured term loan facility.
•Entering into $2.8 billion of sale-leaseback transactions.
•Issuing $3.5 billion of senior secured notes and entering into a $1.5 billion
term loan, both of which are secured by certain slots, gates and routes.
•Issuing $1.3 billion of unsecured notes.
•Completing $1.4 billion in transactions secured by aircraft, including EETC
issuances and aircraft loans.
•Amending our credit facilities to replace fixed charge coverage ratio covenants
with liquidity-based covenants.
•Suspending share repurchases and dividends.
•Postponing $500 million of planned voluntary pension funding.

We continue to evaluate leveraging our unencumbered assets to pursue future financing opportunities and our possible participation in the CARES Act loan program, discussed below.

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In response to the impact that the demand environment has had on our financial
condition, our credit rating has been downgraded by Standard & Poor's to BB in
March 2020 and by Fitch to BB+ in April 2020. Our credit rating from Moody's
remains Baa3.

Our primary credit facilities have various financial and other covenants that
require us to maintain a minimum liquidity ratio and a minimum collateral
coverage ratio. The minimum liquidity ratio replaced the fixed charge coverage
ratio previously in the facilities as part of the amendments we completed in
June 2020. We expect to remain in compliance with these and other covenants in
our debt agreements.

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and
Economic Security Act ("CARES Act") into law. The CARES Act is a relief package
intended to assist many aspects of the American economy, including providing the
airline industry with up to $25 billion in grants to be used for employee wages,
salaries and benefits.

In April 2020, we entered into an agreement with the U.S. Department of the
Treasury to receive $5.4 billion in emergency relief through the CARES Act
payroll support program to be paid in installments through July 2020. The relief
payments are conditioned on our agreement to refrain from conducting involuntary
employee layoffs or furloughs through September 30, 2020. Other conditions
include prohibitions on share repurchases and dividends through September 30,
2021, continuing essential air service as directed by the U.S. Department of
Transportation and certain limitations on executive compensation. The relief
payments include $3.8 billion in a grant and $1.6 billion in an unsecured
10-year low interest loan. The loan bears interest at an annual rate of 1.00%
for the first five years (through April 2025) and the Secured Overnight
Financing Rate ("SOFR") plus 2.00% in the final five years. In return, we agreed
to issue to the U.S. Department of the Treasury warrants to acquire over
6.5 million shares of Delta common stock. These warrants have an exercise price
of $24.39 per share and a five-year term.

The relative fair value of the warrants is recorded within stockholder's equity
and as a discount reducing the carrying value of the loan which will be
amortized as interest expense in our income statement over the term of the loan.
The proceeds of the grant are recorded in cash and cash equivalents when
received and will be recognized as contra-expense in CARES Act grant recognition
in our income statement over the periods that the funds are intended to
compensate, which is expected to be through the end of 2020.

In the June 2020 quarter, we received $4.9 billion under the CARES Act payroll
support program, which consists of $3.5 billion in a grant and $1.4 billion in
an unsecured loan. The remaining amount will be received in July 2020. As of
June 30, 2020, we recognized $1.3 billion of the grant as contra-expense with
the remaining $2.2 billion recorded as a deferred contra-expense in other
accrued liabilities on our balance sheet. We expect to recognize the remainder
of the grant proceeds from the CARES Act payroll support program as
contra-expense by the end of 2020.

The CARES Act also provides for up to $25 billion in secured loans to the
airline industry. We are eligible and have entered into a non-binding letter of
intent to the U.S. Department of the Treasury for $4.6 billion under the loan
program. We have not decided if we will participate, and we have until September
30, 2020 to decide whether to participate in this program.

Finally, the CARES Act also provides for deferred payment of the employer portion of social security taxes through the end of 2020, with 50% of the deferred amount due December 31, 2021 and the remaining 50% due December 31, 2022. This is expected to provide us with approximately $200 million of additional liquidity during the current year.

June 2020 Quarter Financial Overview


Our pre-tax loss for the June 2020 quarter was $7.0 billion, representing an
$8.9 billion decrease compared to the corresponding prior year quarter primarily
resulting from an 88% decrease in revenue on the reduction in demand from the
impact of the pandemic. Pre-tax loss, adjusted (a non-GAAP financial measure)
was $3.9 billion, a decrease of $5.9 billion compared to the corresponding prior
year period. Adjustments for the June 2020 quarter were primarily related to
restructuring charges, CARES Act grant recognition and impairments and equity
method losses.

Revenue. Compared to the June 2019 quarter, our operating revenue decreased $11.1 billion, or 88%, due to reduced demand resulting from the COVID-19 pandemic.

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Operating Expense. Total operating expense decreased $4.1 billion, or 40%,
compared to the prior year quarter, primarily resulting from lower
volume-related expenses, including fuel. This decrease was achieved despite $2.5
billion in restructuring charges which were partially offset by a $1.3 billion
contra-expense from the payroll support program grant. Total adjusted operating
expense for the June quarter decreased $5.5 billion, or 53%, compared to the
June 2019 quarter.

Non-Operating Results. Total non-operating expense was $2.2 billion in the June
2020 quarter, $2.0 billion higher than the June 2019 quarter, primarily due to
impairments and our proportionate share of our equity method investment losses
related to our investments in LATAM, Grupo Aeroméxico and Virgin Atlantic.

Cash Flow. Losses during the quarter due to the COVID-19 pandemic resulted in
operating activities using $290 million. During the quarter, we incurred $4.1
billion of investing cash outflows, primarily related to the purchase of
short-term investments, ending the quarter with $4.3 billion of short-term
investments in addition to $11.4 billion of cash and cash equivalents. These
results generated $21 million of negative free cash flow (a non-GAAP financial
measure) compared to $1.8 billion of free cash flow in the June 2019 quarter.
Despite this negative free cash flow, we ended the June 2020 quarter with $15.7
billion of liquidity due to proceeds from loans, debt issuances and
sale-leaseback transactions, relief payments under the CARES Act payroll support
program and other liquidity initiatives.

The above non-GAAP financial measures for pre-tax loss, adjusted, operating expenses, adjusted, and free cash flow are defined and reconciled in "Supplemental Information" below.

                                       31
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Results of Operations - Three Months Ended June 30, 2020 and 2019

Operating Revenue

                                              Three Months Ended June 30,
(in millions)(1)                                 2020             2019                     Increase (Decrease)  % Increase (Decrease)
Ticket - Main cabin                        $        378$        5,938$  (5,560)                (94) %
Ticket - Business cabin and premium
products                                            190              4,031       (3,841)                (95) %
Loyalty travel awards                                45                751         (706)                (94) %
Travel-related services                              65                648         (583)                (90) %
Total passenger revenue                    $        678$       11,368$ (10,690)                (94) %
Cargo                                               108                186          (78)                (42) %
Other                                               682                982         (300)                (31) %
Total operating revenue                    $      1,468$       12,536$ (11,068)                (88) %

TRASM (cents)                                     13.85   ¢          17.47  ¢     (3.62) ¢              (21) %
Third-party refinery sales(2)                     (2.76)             (0.06)       (2.70)                    NM
Delta Private Jets adjustment(2)                      -              (0.07)        0.07                     NM
TRASM, adjusted                                   11.10   ¢          17.35  ¢     (6.25) ¢              (36) %

(1)This reconciliation may not calculate exactly due to rounding. (2)For additional information on adjustments to TRASM, see "Supplemental Information" below.

Operating Revenue


Compared to the June 2019 quarter, our operating revenue decreased $11.1
billion, or 88%, due to reduced demand resulting from the COVID-19 pandemic. The
decrease in operating revenue generated a 21% decrease in TRASM and a 36%
decrease in TRASM, adjusted compared to the June 2019 quarter. The increase in
third-party refinery sales resulted from the refinery's shift to producing more
non-jet fuel products due to the decline in demand for jet fuel.

The length and severity of the reduction in travel demand due to the COVID-19
pandemic are uncertain. We expect these trends in revenue to continue until the
global pandemic has moderated and demand for air travel returns.

Passenger Revenue by Geographic Region

                                                                                                        Increase (Decrease)
                                                                                                vs. Three Months Ended June 30, 2019
                                Three Months Ended                                                                      Passenger Mile
(in millions)                     June 30, 2020       Passenger Revenue     RPMs (Traffic)         ASMs (Capacity)           Yield           PRASM           Load Factor
Domestic                     $            564                    (93) %                 (92) %                  (80) %             (9) %        (65) %           (55)   pts
Atlantic                                   64                    (97) %                 (98) %                  (95) %             49  %        (37) %           (50)   pts
Latin America                              18                    (98) %                 (98) %                  (97) %             49  %        (30) %           (47)   pts
Pacific                                    32                    (95) %                 (96) %                  (90) %             29  %        (50) %           (52)   pts
Total                        $            678                    (94) %                 (94) %                  (85) %              4  %        (60) %           (54)   pts




Passenger revenue decreased $10.7 billion, or 94%, compared to the June 2019
quarter. Passenger revenue per available seat mile ("PRASM") decreased 60%, and
passenger mile yield increased 4% on 85% lower capacity. Load factor decreased
54 points from the prior year to 34%.

Domestic


Passenger unit revenue related to our domestic region for the June 2020 quarter
decreased 65% with capacity down 80% compared to the prior year period. We are
planning for incremental improvement to the demand environment to continue in
the September 2020 quarter and beyond, though still significantly lower than the
prior year period. Specifically, we are planning for our domestic capacity to be
approximately 50% lower in the September 2020 quarter than the September 2019
quarter.

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International


Passenger revenue related to our international regions decreased 97%
year-over-year. The reductions in revenue and capacity discussed below were a
result of reduced demand and government travel directives limiting or suspending
air travel due to the spread of COVID-19. We expect this significantly lower
demand environment to continue in the September 2020 quarter, and beyond, with
improvement expected to lag behind the domestic recovery once government travel
restrictions begin to lift and customer demand starts to return.

Atlantic. Unit revenue decreased 37% on a capacity reduction of 95% in the June
2020 quarter compared to the prior year period. We are planning for our capacity
in the September 2020 quarter to be approximately 80% lower than the September
2019 quarter.

Latin America. Unit revenue decreased 30% on a capacity reduction of 97% in the
June 2020 quarter compared to the prior year period. We are planning for our
capacity in the September 2020 quarter to be approximately 80% lower than the
September 2019 quarter. In May 2020, we signed a trans-American joint venture
agreement with LATAM that, subject to regulatory approvals, will combine our
highly complementary route networks between North and South America, with the
goal of providing customers with a seamless travel experience and
industry-leading connectivity. We continue to believe this alliance will
generate growth opportunities, building upon Delta's and LATAM's global
footprint and joint ventures. See Note 5 of the Notes to the Condensed
Consolidated Financial Statements for additional information on our strategic
alliance with LATAM and the impact of its recent bankruptcy filing.

Pacific. Unit revenue decreased 50% on a capacity reduction of 90% in the June
2020 quarter compared to the prior year period. We are planning for our capacity
in the September 2020 quarter to be approximately 80% lower than the September
2019 quarter.

In each of these regions, we continue to monitor government travel directives and customer demand and will adjust flight schedules accordingly.

Other Revenue
                                                     Three Months Ended June 30,
(in millions)                                           2020             2019                   Increase (Decrease)  % Increase (Decrease)
Loyalty program                                   $        269$        484$   (215)                (44) %
Ancillary businesses and refinery                          390               330          60                  18  %
Miscellaneous                                               23               168        (145)                (86) %
Total other revenue                               $        682$        982$   (300)                (31) %



Loyalty Program. Loyalty program revenues relate to brand usage by third parties
and other performance obligations embedded in miles sold, including redemption
of miles for non-travel awards. These revenues are mainly driven by customer
spend on American Express cards, which has experienced a decline in demand,
although less severe than air travel, during the quarter.

Ancillary Businesses and Refinery. Ancillary businesses and refinery includes
aircraft maintenance services we provide to third parties, our vacation
wholesale operations and refinery sales to third parties. Refinery sales to
third parties, which are at or near cost, increased $252 million compared to the
June 2019 quarter. The increase in third-party refinery sales resulted from the
refinery's shift to producing more non-jet fuel products due to the decline in
demand for jet fuel. The increase in refinery sales was partially offset by a
$105 million decline in revenue from aircraft maintenance services we provide to
third parties, which decreased due to the reduction in flights operated
worldwide. In addition, the June 2019 quarter results included $49 million of
revenue from Delta Private Jets, which was combined with Wheels Up in January
2020 and is no longer reflected in ancillary businesses and refinery.

Miscellaneous. Miscellaneous revenue is primarily composed of lounge access and
codeshare revenues. The volume of these transactions has fallen compared to the
June 2019 quarter due to the impact of, and our response to, the COVID-19
pandemic.

                                       33
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Operating Expense

                                              Three Months Ended June 30,
(in millions)                                    2020             2019                    Increase (Decrease)  % Increase (Decrease)
Salaries and related costs                 $      2,086$        2,752$   (666)                (24) %
Aircraft fuel and related taxes                     372              2,291      (1,919)                (84) %
Regional carriers expense, excluding fuel           497                905        (408)                (45) %
Depreciation and amortization                       591                713        (122)                (17) %
Contracted services                                 344                657        (313)                (48) %
Landing fees and other rents                        350                442         (92)                (21) %
Ancillary businesses and refinery                   401                316          85                  27  %
Aircraft maintenance materials and outside
repairs                                              43                434        (391)                (90) %
Passenger commissions and other selling
expenses                                             45                538        (493)                (92) %
Passenger service                                    88                322        (234)                (73) %
Aircraft rent                                        96                107         (11)                (10) %
Restructuring charges                             2,454                  -       2,454                     NM
CARES Act grant recognition                      (1,280)                 -      (1,280)                    NM
Profit sharing                                        -                518        (518)               (100) %
Other                                               196                413        (217)                (53) %
Total operating expense                    $      6,283$       10,408$ (4,125)                (40) %


Salaries and Related Costs. The decrease in salaries and related costs is
primarily due to actions taken as a result of decreased demand for air travel
due to the COVID-19 pandemic. Beginning in March 2020, we instituted a hiring
freeze, reduced salaries by 50% and 25% for our officer and director level
employees, respectively, and reduced work hours by 25% for all other management
and most front-line employee work groups. Beginning in the September 2020
quarter, the 25% work-hour reduction will apply to our director level employees
in place of the 25% salary reduction. These aforementioned reductions will
continue through the September 2020 quarter. Additionally, approximately 45,000
of our employees have taken or will be taking a voluntary unpaid leave of
absence for periods ranging from 30 days up to 12 months. Also, during the June
2020 quarter, we announced voluntary separation programs primarily for eligible
U.S. employees. As a result, we expect salaries and related costs to decline in
future periods versus the comparable prior year period.

Aircraft Fuel and Related Taxes. Fuel expense decreased $1.9 billion compared to
the prior year quarter primarily due to an 85% decrease in consumption and an
approximately 30% decrease in the market price per gallon of jet fuel. We expect
consumption in future periods to decline versus the comparable prior year
period, in line with the expected capacity reductions discussed above.

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
                                   Three Months Ended June                                 Three Months Ended June
                                             30,                                                     30,
(in millions, except per gallon                                              Increase
data) (1)                              2020         2019                    (Decrease)       2020         2019           Increase (Decrease)
Fuel purchase cost(2)             $      244$  2,318$ (2,075)$      1.47$  2.11$   (0.64)
Fuel hedge impact                         14           10           5           0.09            -         0.09
Refinery segment impact                  114          (37)        151           0.69        (0.03)        0.72
Total fuel expense                $      372$  2,291$ (1,920)$      2.25$  2.08$    0.17
MTM adjustments and
settlements(3)                           (14)         (10)         (5)         (0.09)       (0.01)       (0.08)
Delta Private Jets adjustment(4)           -           (8)          8              -        (0.01)        0.01
Total fuel expense, adjusted      $      357$  2,274$ (1,916)$      2.16$  2.07$    0.09



(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)Mark-to-market ("MTM") adjustments and settlements include the effects of the
derivative transactions disclosed in Note 6 of the Notes to the Condensed
Consolidated Financial Statements. For additional information and the reason for
adjusting fuel expense, see "Supplemental Information" below.
(4)Because we combined Delta Private Jets with Wheels Up in January 2020, we
have excluded the impact of Delta Private Jets from 2019 results for
comparability.
                                       34
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Regional Carriers Expense, Excluding Fuel. The decrease in regional carriers
expense is due to the decreased capacity and utilization of these carriers. We
expect regional carriers expense to decline in future periods versus the
comparable prior year period due to the capacity reductions discussed above.

Depreciation and Amortization. The decrease in depreciation and amortization is
primarily due to aircraft that have been retired and thus no longer incur
depreciation. Retirement of the MD-88 and MD-90 fleets, as well as 10 A320 and
seven 767-300ER aircraft, was completed in the June 2020 quarter. The 777 and
737-700 fleets are expected to be retired by October 2020. Impairments related
to the retirements of these fleets are reflected in restructuring charges,
discussed below. See Note 2 of the Notes to the Condensed Consolidated Financial
Statements for additional information about these fleet retirements. We expect
depreciation and amortization expense to decline in future periods versus the
comparable prior year period due to these retirements.

Contracted Services. The decrease in contracted services is due to reduced utilization of services resulting from the decreased capacity. We expect contracted services expense to decline in future periods versus the comparable prior year period due to the capacity reductions discussed above.


Landing Fees and Other Rents. A portion of our landing fees and other rents are
variable in nature and are dependent on factors such as the number of
departures. The decrease in landing fees and other rents is due to the reduction
in capacity and number of flights operated during the June 2020 quarter. We
expect landing fees and other rents to decline in future periods versus the
comparable prior year period due to the capacity reductions discussed above.

Ancillary Businesses and Refinery. Ancillary businesses and refinery includes
expenses associated with aircraft maintenance services we provide to third
parties, our vacation wholesale operations and refinery sales to third parties.
Increased expenses were primarily related to refinery sales to third parties,
which are at or near cost. These refinery cost of sales increased $252 million
compared to the June 2019 quarter. Due to the decrease in demand for jet fuel,
the refinery has shifted production to more non-jet fuel products, which is
expected to increase the sales to third parties during the second half of 2020
compared to the prior year period. The increase in refinery costs was partially
offset by lower expenses related to aircraft maintenance services we provide to
third parties compared to the June 2019 quarter due to the reduction in flights
operated worldwide. In addition, costs related to services performed by Delta
Private Jets in the June 2019 quarter were recorded in ancillary businesses and
refinery prior to the combination of that business with Wheels Up in January
2020.

Aircraft Maintenance Materials and Outside Repairs. The reduction in aircraft
maintenance materials and outside repairs is a result of the reduction in
capacity and the large number of aircraft we parked in the June 2020 quarter, as
well as the initiative to delay non-essential maintenance projects.

Passenger Commissions and Other Selling Expenses. The decrease in passenger
commissions and other selling expenses is primarily related to the significant
reduction in demand for travel due to the impact of the COVID-19 pandemic. We
expect passenger commissions and other selling expenses to decline in future
periods versus the comparable prior year period due to the capacity reductions
discussed above.

Passenger Service. The decrease in passenger service expenses is due to the decrease in the number of flights and passengers in the June 2020 quarter, which resulted in fewer passenger service expenses such as meals and catering. We expect passenger service expenses to decline in future periods versus the comparable prior year period due to the capacity reductions discussed above.


Restructuring Charges. Restructuring charges are composed of various expenses
that resulted from the unprecedented impact on our business from the COVID-19
pandemic, including fleet impairment charges and reserves recognized on
receivables. In the June 2020 quarter we recorded impairment charges of
$1.4 billion related to the 777 fleet, $330 million related to the MD-90 fleet,
$220 million related to the 737-700 fleet, $180 million related to the seven
retired 767-300ER aircraft and $60 million related to the 10 retired A320
aircraft. In the June 2020 quarter we recorded $98 million of reserves against
outstanding receivables from Virgin Atlantic, Virgin Australia, LATAM, Grupo
Aeroméxico and others reflecting our expected recoveries given their
restructuring efforts or recent bankruptcy filings.

CARES Act Grant Recognition. In April 2020, we entered into an agreement with
the U.S. Department of the Treasury to receive $5.4 billion in emergency relief
through the CARES Act payroll support program to be paid in installments through
July 2020. The relief payments include a grant of $3.8 billion, of which we
received $3.5 billion in the June 2020 quarter, that is being recognized as a
contra-expense over the periods that the funds are intended to compensate. We
expect to recognize the remainder of the grant proceeds from the CARES Act
payroll support program as contra-expense by the end of 2020.

                                       35
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Profit Sharing. 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. The decrease in profit sharing is due to the current expectations for a
pre-tax loss in 2020 compared to expectations for pre-tax income in the June
2019 quarter.

Other. The decrease in other expense is primarily driven by lower volume-related
costs resulting from the decreased capacity during the June 2020 quarter. We
expect other expense to decline in future periods versus the comparable prior
year period due to the capacity reductions discussed above.
                                       36
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Results of Operations - Six Months Ended June 30, 2020 and 2019

Operating Revenue

                                              Six Months Ended June 30,
(in millions)(1)                                 2020            2019                    Increase (Decrease)  % Increase (Decrease)
Ticket - Main cabin                        $      4,173$     10,659$  (6,486)                (61) %
Ticket - Business cabin and premium
products                                          2,905            7,298       (4,393)                (60) %
Loyalty travel awards                               588            1,442         (854)                (59) %
Travel-related services                             581            1,223         (642)                (52) %
Total passenger revenue                    $      8,247$     20,622$ (12,375)                (60) %
Cargo                                               261              378         (117)                (31) %
Other                                             1,552            2,008         (456)                (23) %
Total operating revenue                    $     10,060$     23,008$ (12,948)                (56) %

TRASM (cents)                                     14.48   ¢        17.15  ¢     (2.67) ¢              (16) %
Third-party refinery sales(2)                     (0.42)           (0.07)       (0.35)                    NM
Delta Private Jets adjustment(2)                      -            (0.07)        0.07                     NM
TRASM, adjusted                                   14.06   ¢        17.01  ¢     (2.95) ¢              (17) %

(1)The reconciliation above may not calculate exactly due to rounding. (2)For additional information on adjustments to TRASM, see "Supplemental Information" below.

Operating Revenue


Compared to the six months ended June 30, 2019, our operating revenue decreased
$12.9 billion, or 56%, due to reduced demand resulting from the COVID-19
pandemic beginning in the second half of March 2020. The decrease in operating
revenue generated a 16% decrease in TRASM and a 17% decrease in TRASM, adjusted
compared to the six months ended June 30, 2019.

The length and severity of the reduction in travel demand due to the COVID-19
pandemic are uncertain. We expect these trends in revenue to continue until the
global pandemic has moderated and demand for air travel returns.

Passenger Revenue by Geographic Region

                                                                                                     Increase (Decrease)
                                                                                              vs. Six Months Ended June 30, 2020
                               Six Months Ended                                                                      Passenger Mile
(in millions)                    June 30, 2020     Passenger Revenue     RPMs (Traffic)         ASMs (Capacity)           Yield           PRASM           Load Factor
Domestic                     $         6,165                  (58) %                 (57) %                  (43) %             (4) %        (28) %           (21)   pts
Atlantic                                 882                  (70) %                 (69) %                  (62) %             (4) %        (20) %           (14)   pts
Latin America                            783                  (52) %                 (52) %                  (47) %              1  %         (9) %            (8)   pts
Pacific                                  417                  (66) %                 (67) %                  (60) %              3  %        (15) %           (15)   pts
Total                        $         8,247                  (60) %                 (59) %                  (48) %             (2) %        (23) %           (18)   pts



Passenger revenue decreased $12.4 billion, or 60%, compared to the six months
ended June 30, 2019. PRASM decreased 23% and passenger mile yield decreased 2%
on 48% lower capacity. Load factor decreased 18 points from the prior year
period to 67%.

Domestic

Prior to the initial effects of the COVID-19 pandemic in March 2020, domestic
results were strong with revenue nearly 10% higher than the prior year period.
However, due to the decrease in customer demand beginning in March, passenger
unit revenue related to our domestic region decreased 28% with capacity down 43%
compared to the prior year period. We are planning for incremental improvement
to the demand environment to continue in the September 2020 quarter and beyond,
though still significantly lower than the prior year period.

                                       37
--------------------------------------------------------------------------------

International

Passenger revenue related to our international regions decreased 64%
year-over-year. The reductions in revenue and capacity discussed below were a
result of reduced demand and government travel directives limiting or suspending
air travel due to the spread of COVID-19. We expect this significantly lower
demand environment to continue in the September 2020 quarter, and beyond, with
improvement expected to lag behind the domestic recovery once government travel
restrictions begin to be lifted and customer demand starts to return.

Atlantic. Unit revenue decreased 20% on a capacity reduction of 62% in the six
months ended June 30, 2020 compared to the prior year period.
Latin America. Unit revenue decreased 9% on a capacity reduction of 47% in the
six months ended June 30, 2020 compared to the prior year period.
Pacific. Unit revenue decreased 15% on a capacity reduction of 60% in the six
months ended June 30, 2020 compared to the prior year period. Also, as
previously announced, in March 2020 we transferred our U.S.-Tokyo services from
Narita to Haneda airport, Tokyo's preferred airport for corporate customers.

In each of these regions we continue to monitor government travel directives and customer demand and will adjust flight schedules accordingly.


Prior to the COVID-19 pandemic, we completed two transactions to further
strengthen our international partnerships. In the Atlantic region, effective
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. This enhanced joint venture is designed to strengthen
collaboration between the three airlines and is expected to provide customers
with increased access to destinations across North America, the U.K. and Europe.
In the Latin America region, in January 2020, we completed the tender offer to
acquire 20% of the shares of LATAM as part of our plan to enter into a strategic
alliance. Additionally, in the March 2020 quarter, we started codesharing for
certain flights operated by LATAM. In May 2020, we signed a trans-American joint
venture agreement with LATAM that, subject to regulatory approvals, will combine
our highly complementary route networks between North and South America, with
the goal of providing customers with a seamless travel experience and
industry-leading connectivity. We continue to believe this alliance will
generate growth opportunities, building upon Delta's and LATAM's global
footprint and joint ventures. See Note 5 of the Notes to the Condensed
Consolidated Financial Statements for additional information on our strategic
alliance with LATAM and the impact of its recent bankruptcy filing.

Other Revenue
                                                     Six Months Ended June 30,
(in millions)                                           2020            2019                   Increase (Decrease)  % Increase (Decrease)
Loyalty program                                   $        743$        958$   (215)                (22) %
Ancillary businesses and refinery                          613              699         (86)                (12) %
Miscellaneous                                              196              351        (155)                (44) %
Total other revenue                               $      1,552$      2,008$   (456)                (23) %



Loyalty Program. Loyalty program revenues relate to brand usage by third parties
and other performance obligations embedded in miles sold, including redemption
of miles for non-travel awards. These revenues are mainly driven by customer
spend on American Express cards, which has experienced a decline in demand,
although less severe than air travel.

Ancillary Businesses and Refinery. Ancillary businesses and refinery includes
aircraft maintenance services we provide to third parties, our vacation
wholesale operations and refinery sales to third parties. Refinery sales to
third parties, which are at or near cost, increased $203 million compared to the
six months ended June 30, 2019. The increase in third-party refinery sales
resulted from the refinery's shift to producing more non-jet fuel products due
to the decline in demand for jet fuel. The increase in refinery sales was
partially offset by a $150 million decline in revenue from aircraft maintenance
services we provide to third parties, which decreased due to the reduction in
flights operated worldwide. In addition, the six months ended June 30, 2019
results also included $100 million of revenue from Delta Private Jets, which was
combined with Wheels Up in January 2020 and is no longer reflected in ancillary
businesses and refinery.

Miscellaneous. Miscellaneous revenue is primarily composed of lounge access and
codeshare revenues. The volume of these transactions has fallen compared to the
six months ended June 30, 2019 due to the impact of, and our response to, the
COVID-19 pandemic.
                                       38
--------------------------------------------------------------------------------

Operating Expense

                                              Six Months Ended June 30,
(in millions)                                    2020            2019                   Increase (Decrease)  % Increase (Decrease)
Salaries and related costs                 $      4,858$      5,391$   (533)                (10) %
Aircraft fuel and related taxes                   1,967            4,269      (2,302)                (54) %
Regional carriers expense, excluding fuel         1,399            1,798        (399)                (22) %
Depreciation and amortization                     1,268            1,328         (60)                 (5) %
Contracted services                               1,019            1,288        (269)                (21) %
Landing fees and other rents                        817              861         (44)                 (5) %
Ancillary businesses and refinery                   620              667         (47)                 (7) %
Aircraft maintenance materials and outside
repairs                                             512              910        (398)                (44) %
Passenger commissions and other selling
expenses                                            403              965        (562)                (58) %
Passenger service                                   345              593        (248)                (42) %
Aircraft rent                                       196              209         (13)                 (6) %
Restructuring charges                             2,454                -       2,454                     NM
CARES Act grant recognition                      (1,280)               -      (1,280)                    NM
Profit sharing                                        -              739        (739)               (100) %
Other                                               707              842        (135)                (16) %
Total operating expense                    $     15,285$     19,860$ (4,575)                (23) %


Salaries and Related Costs. The decrease in salaries and related costs is
primarily due to actions taken as a result of decreased demand for air travel
due to the COVID-19 pandemic. Beginning in March 2020, we instituted a hiring
freeze, reduced salaries by 50% and 25% for our officer and director level
employees, respectively, and reduced work hours by 25% for all other management
and most front-line employee work groups. Beginning in the September 2020
quarter, the 25% work-hour reduction will apply to our director level employees
in place of the 25% salary reduction. These aforementioned reductions will
continue through the September 2020 quarter. Additionally, approximately 45,000
of our employees have taken or will be taking a voluntary unpaid leave of
absence for periods ranging from 30 days up to 12 months. Also, during the June
2020 quarter, we announced voluntary separation programs primarily for eligible
U.S. employees. As a result, we expect salaries and related costs to decline in
future periods versus the comparable prior year period.

Aircraft Fuel and Related Taxes. Fuel expense decreased $2.3 billion compared to
the prior year due to a 49% decrease in consumption and an approximately 13%
decrease in the market price per gallon of jet fuel. We expect consumption to
decline in future periods versus the comparable prior year period, in line with
the expected capacity reductions discussed above.

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
                                              Six Months Ended June 30,                            Six Months Ended June 30,
(in millions, except per gallon data) (1)        2020            2019                     Change      2020         2019          Change
Fuel purchase cost(2)                      $      1,875$      4,255$ (2,380)$  1.79$  2.06$   (0.27)
Fuel hedge impact                                     7               17         (10)      0.01       0.01            -
Refinery segment impact                              85               (3)         88       0.08          -         0.08
Total fuel expense                         $      1,967$      4,269$ (2,302)$  1.88$  2.07$   (0.19)
MTM adjustments and settlements(3)                   (7)             (17)         10      (0.01)     (0.01)           -
Delta Private Jets adjustment(4)                      -              (15)         15          -      (0.01)        0.01
Total fuel expense, adjusted               $      1,959$      4,237

$ (2,278)$ 1.87$ 2.06$ (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 include the effects of the derivative
transactions disclosed in Note 6 of the Notes to the Condensed Consolidated
Financial Statements. For additional information and the reason for adjusting
fuel expense, see "Supplemental Information" below.
(4)Because we combined Delta Private Jets with Wheels Up in January 2020, we
have excluded the impact of Delta Private Jets from 2019 results for
comparability.
                                       39
--------------------------------------------------------------------------------

Regional Carriers Expense, Excluding Fuel. The decrease in regional carriers
expense is due to the decreased capacity and utilization of these carriers. We
expect regional carriers expense to decline in future periods versus the
comparable prior year period due to the capacity reductions discussed above.

Depreciation and Amortization. The decrease in depreciation and amortization is
primarily due to aircraft that have been retired and thus no longer incur
depreciation. Retirement of the MD-88 and MD-90 fleets, as well as 10 A320 and
seven 767-300ER aircraft, was completed in the June 2020 quarter. The 777 and
737-700 fleets are expected to be retired by October 2020. Impairments related
to the retirements of these fleets are reflected in restructuring charges,
discussed below. See Note 2 of the Notes to the Condensed Consolidated Financial
Statements for additional information about these fleet retirements.

Contracted Services. The decrease in contracted services is due to reduced
utilization of services resulting from the decreased capacity discussed above.
We expect contracted services expense to decline in future periods versus the
comparable prior year period due to the capacity reductions discussed above.

Ancillary Businesses and Refinery. Ancillary businesses and refinery includes
expenses associated with aircraft maintenance services we provide to third
parties, our vacation wholesale operations and refinery sales to third parties.
The decrease in these expenses primarily related to a reduction in aircraft
maintenance services we provide to third parties compared to the six months
ended June 30, 2019 due to the reduction in flights operated worldwide. In
addition, costs related to services performed by Delta Private Jets in the six
months ended June 30, 2019 were recorded in ancillary businesses and refinery
prior to the combination of that business with Wheels Up in January 2020. These
decreases were partially offset by the cost of refinery sales to third parties,
which are at or near cost. These refinery cost of sales increased $203 million
compared to the six months ended June 30, 2019. Due to the decrease in demand
for jet fuel, the refinery has shifted production to more non-jet fuel products,
which is expected to increase the sales to third parties during the second half
of 2020 compared to the prior year period.

Aircraft Maintenance Materials and Outside Repairs. The reduction in aircraft
maintenance materials and outside repairs is a result of the reduction in
capacity and large number of aircraft we parked since the beginning of the year,
as well as the initiative to delay non-essential maintenance projects.

Passenger Commissions and Other Selling Expenses. The decrease in passenger
commissions and other selling expenses is primarily related to the significant
reduction in demand for travel due to the impact of the COVID-19 pandemic. We
expect passenger commissions and other selling expenses to decline in future
periods versus the comparable prior year period due to the capacity reductions
discussed above.

Passenger Service. The decrease in passenger service expenses is due to the
decrease in the number of flights and passengers during the six months ended
June 30, 2020, which resulted in fewer passenger service expenses such as meals
and catering. We expect passenger service expenses to decline in future periods
versus the comparable prior year period due to the capacity reductions discussed
above.

Restructuring Charges. Restructuring charges are composed of various expenses
that resulted from the unprecedented impact on our business from the COVID-19
pandemic, including fleet impairment charges and reserves recognized on
receivables. In the June 2020 quarter we recorded impairment charges of
$1.4 billion related to the 777 fleet, $330 million related to the MD-90 fleet,
$220 million related to the 737-700 fleet, $180 million related to the seven
retired 767-300ER aircraft and $60 million related to the 10 retired A320
aircraft. In the June 2020 quarter we recorded $98 million of reserves against
outstanding receivables from Virgin Atlantic, Virgin Australia, LATAM, Grupo
Aeroméxico and others reflecting our expected recoveries given their
restructuring efforts or recent bankruptcy filings.

CARES Act Grant Recognition. In April 2020, we entered into an agreement with
the U.S. Department of the Treasury to receive $5.4 billion in emergency relief
through the CARES Act payroll support program to be paid in installments through
July 2020. The relief payments include a grant $3.8 billion, of which we
received $3.5 billion in the June 2020 quarter, that is being recognized as a
contra-expense over the periods that the funds are intended to compensate. We
expect to recognize the remainder of the grant proceeds from the CARES Act
payroll support program as contra-expense by the end of 2020.

Profit Sharing. 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. The decrease in profit sharing is due to the current expectations for a
pre-tax loss in 2020 compared to expectations for pre-tax income during the six
months ended June 30, 2019.

Other. The decrease in other expense is primarily driven by lower volume-related
costs resulting from the decreased capacity during the six months ended June 30,
2020.
                                       40
--------------------------------------------------------------------------------

Non-Operating Results
                                             Three Months Ended                                           Six Months Ended
                                                  June 30,                                                    June 30,
                                                                        Favorable                                  Favorable
(in millions)                                 2020         2019       (Unfavorable)       2020        2019       (Unfavorable)
Interest expense, net                     $     (194)$   (75)   $       

(119) $ (273)$ (158) $ (115) Impairments and equity method losses (2,058) (17) (2,041) (2,318) (71)

           (2,247)
Gain/(loss) on investments, net                    8        (82)               90          (104)        18              (122)
Miscellaneous, net                                45        (47)               92           299        (84)              383

Total non-operating expense, net $ (2,199)$ (221)$ (1,978)$ (2,396)$ (295)$ (2,101)




Interest expense. Interest expense increased compared to the prior year periods
as a result of the financing arrangements entered into during the six months
ended June 30, 2020. See Note 2 and Note 7 of the Notes to the Condensed
Consolidated Financial Statements for additional information on recent
financings. As our debt balance has increased, we expect interest expense to
increase during the remainder of 2020 and the first half of 2021 compared to the
prior year periods.

Impairments and equity method losses. Impairments and equity method losses
reflects our share of LATAM and Grupo Aeroméxico's equity method results prior
to their respective bankruptcy filings, our share of Virgin Atlantic's equity
method results and the impairments reducing the basis of these investments to
zero during the June 2020 quarter. See Note 5 of the Notes to the Condensed
Consolidated Financial Statements for additional information on our equity
investments.

Gain/(loss) on investments, net. Gain/(loss) on investments, net reflects the
gains and losses on our equity investments measured at fair value on a recurring
basis.

Miscellaneous. Miscellaneous, net includes pension and related expense and
foreign exchange gains/losses. Foreign exchange gains/losses vary and impact the
comparability of miscellaneous, net from period to period. The increase in the
six months ended June 30, 2020 compared to the prior year period is primarily
due to the $240 million gain recognized as a result of the combination of Delta
Private Jets with Wheels Up in January 2020.

Income Taxes


We project that our annual effective tax rate for 2020 will be between 15% and
18%. In certain interim periods, we may have adjustments to our net deferred tax
liabilities as a result of changes in prior year estimates and tax laws enacted
during the period, which will impact the effective tax rate for that interim
period.

Refinery Segment

The refinery operated by our subsidiary Monroe Energy, LLC ("Monroe") 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. Historically, the jet fuel produced and procured through
exchanging gasoline and diesel fuel produced by the refinery provided
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.

The refinery's production has also been altered by the dramatic change in
economic conditions caused by the COVID-19 pandemic. During 2020, the refinery
expects to operate at 60% - 90% of normal production levels, largely due to the
significant decrease in the demand for jet fuel. Additionally, due to the
decrease in demand for jet fuel, we have shifted our production to produce more
non-jet fuel products. Those non-jet fuel products will continue to be exchanged
for jet fuel to the extent that we can balance refinery sales with jet fuel
demand.

                                       41
--------------------------------------------------------------------------------

The refinery recorded operating revenue of $513 million and $1.7 billion in the
three and six months ended June 30, 2020, compared to $1.5 billion and $2.8
billion in the three and six months ended June 30, 2019. As a result of the
refinery's shift to producing more non-jet fuel products, operating revenue in
the three months ended June 30, 2020 was primarily composed of $153 million of
non-jet fuel product sales and $292 million of refinery sales to third parties.
Operating revenue during the six months ended June 30, 2020 was primarily
composed of $895 million of non-jet fuel products exchanged with third parties
to procure jet fuel, $214 million of sales of jet fuel to the airline segment,
and $296 million of non-jet fuel product sales. Refinery revenues decreased
compared to the prior year periods due to lower refinery run rates during the
quarter, as well as lower pricing for refined products.

The refinery recorded operating losses of $114 million and $85 million in the
three and six months ended June 30, 2020, compared to operating income of $37
million and $3 million in the three and six months ended June 30, 2019.

A refinery is subject to annual U.S. Environmental Protection Agency
requirements to blend renewable fuels into the gasoline and on-road diesel fuel
it produces. Alternatively, a refinery may purchase renewable energy credits,
called Renewable Identification Numbers ("RINs"), from third parties in the
secondary market. The Monroe refinery purchases the majority of its RINs
requirement in the secondary market.

For more information regarding the refinery's results, see Note 11 of the Notes to the Condensed Consolidated Financial Statements.

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