UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 27, 2003
DELTA AIR LINES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-5424 58-0218548
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
P.O. Box 20706, Atlanta, Georgia 30320-6001
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(Address of principal executive offices)
Registrant's telephone number, including area code: (404) 715-2600
Registrant's Web site address: www.delta.com
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Proposed Offering of Convertible Senior Notes
Delta Air Lines, Inc. ("Delta") today issued a press release announcing its
intention to offer, subject to market and other conditions, approximately $300
million aggregate principal amount of Convertible Senior Notes due 2023, through
an offering to qualified institutional buyers pursuant to Rule 144A, and to
non-U.S. persons pursuant to Regulation S, under the Securities Act of 1933, as
amended. Delta expects to grant the initial purchasers of the notes a 30-day
option to purchase up to an additional $50 million principal amount of the
notes. The press release is attached hereto as Exhibit 99.1.
Pursuant to Regulation G, Reconciliation of GAAP Financial Measures to Non-GAAP
Financial Measures Included in 2002 Form 10-K.
On March 27, 2003, Delta filed its Form 10-K for the year ended December 31,
2002 ("2002 Form 10-K") with the Securities and Exchange Commission ("SEC"). On
March 28, 2003, the SEC's Regulation G (Item 10(e) of Regulation S-K) became
effective, governing the use of financial measures which are not prepared in
accordance with accounting principles generally accepted in the United States of
America ("GAAP").
The Management's Discussion and Analysis ("MD&A") section of Delta's 2002 Form
10-K discusses various financial measures which are calculated in accordance
with GAAP. The MD&A section also discusses certain non-GAAP financial measures
because Delta believes these financial measures help investors in evaluating
Delta's recurring operational performance.
The non-GAAP financial measures in the MD&A section of the 2002 Form 10-K
exclude certain items from financial measures derived under GAAP because Delta
believes these items are not representative of its normal operations. Excluded
items include assets writedowns, restructuring and related items, as well as
compensation received under the Air Transportation Safety and System
Stabilization Act ("Stabilization Act") as a result of the September 11, 2001
terrorist attacks.
Delta also included in the MD&A section of its 2002 Form 10-K its operating
cost per available seat mile ("CASM") on a fuel price neutralized basis
because it believes this non-GAAP financial measure assists investors in
understanding the impact of changes in fuel costs on its operations.
In accordance with Regulation G, Delta is filing as exhibits 99.2, 99.3 and
99.4 to this Form 8-K reconciliations of the GAAP financial measures to the
non-GAAP financial measures included in the MD&A section in the 2002 Form 10-K.
These exhibits relate to the years ended December 31, 2002, 2001 and 2000,
respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
Exhibit 99.1 Press Release Dated May 27, 2003, titled "Delta Air Lines
Announces Proposed Offering of Convertible Senior Notes".
Exhibit 99.2 Reconciliation of GAAP Financial Measures to Non-GAAP
Financial Measures for the Year Ended December 31, 2002.
Exhibit 99.3 Reconciliation of GAAP Financial Measures to Non-GAAP
Financial Measures for the Year Ended December 31, 2001.
Exhibit 99.4 Reconciliation of GAAP Financial Measures to Non-GAAP
Financial Measures for the Year Ended December 31, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DELTA AIR LINES, INC.
BY: /s/ Edward H. Bastian
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Edward H. Bastian
Senior Vice President - Finance and
Controller
Date: May 27, 2003
EXHIBIT INDEX
Exhibit Number Description
Exhibit 99.1 Press Release Dated May 27, 2003, titled "Delta Air
Lines Announces Proposed Offering of Convertible
Senior Notes."
Exhibit 99.2 Reconciliation of GAAP Financial Measures to Non-GAAP
Financial Measures for the Year Ended December 31,
2002.
Exhibit 99.3 Reconciliation of GAAP Financial Measures to Non-GAAP
Financial Measures for the Year Ended December 31,
2001.
Exhibit 99.4 Reconciliation of GAAP Financial Measures to Non-GAAP
Financial Measures for the Year Ended December 31,
2000.