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Delta Air Lines Inc /De DELTA AIR LINES INC /DE/ FORM 10-K (Annual Report) Filed 03/02/07 for the Period Ending 12/31/06 Address HARTSFIELD ATLANTA INTL AIRPORT 1030 DELTA BLVD ATLANTA, GA 30354-1989 Telephone 4047152600 CIK 0000027904 Symbol DAL SIC Code 4512 - Air Transportation, Scheduled Industry Airline Sector Transportation Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-5424 DELTA AIR LINES, INC. (Exact name of registrant as specified in its charter) Delaware 58-0218548 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Post Office Box 20706 Atlanta, Georgia 30320-6001 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (404) 715 -2600 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class registered None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share 8 1/8% Notes Due July 1, 2039 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and non-accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2006 was approximately $148 million. On January 31, 2007, there were outstanding 197,335,938 shares of the registrant’s common stock. This document is also available on our website at http://investor.delta.com/edgar.cfm. Documents Incorporated By Reference Part III of this Form 10-K will be filed with the Securities and Exchange Commission as an amendment to this Form 10-K in accordance with General Instruction G(3). TABLE OF CONTENTS Page Forward-Looking Information 1 Other Information 1 PART I ITEM 1. BUSINESS 1 General Description 1 Airline Operations 2 Fuel 3 Competition 4 Frequent Flyer Program 4 Regulatory Matters 4 Employee Matters 7 Additional Information 8 ITEM 1A. RISK FACTORS 9 Risk Factors Relating to Delta 9 Risk Factors Relating to the Airline Industry 13 ITEM 1B. UNRESOLVED STAFF COMMENTS 14 ITEM 2. PROPERTIES 15 Flight Equipment 15 Ground Facilities 16 ITEM 3. LEGAL PROCEEDINGS 16 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 17 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 18 ITEM 6. SELECTED FINANCIAL DATA 19 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 21 Background 21 Overview of 2006 Results 21 Our Business Plan 22 Unsolicited Merger Proposal 24 Basis of Presentation of Consolidated Financial Statements 24 Results of Operations—2006 Compared to 2005 26 Results of Operations—2005 Compared to 2004 30 Financial Condition and Liquidity 33 Application of Critical Accounting Policies 38 Market Risks Associated with Financial Instruments 41 Glossary of Defined Terms 42 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 43 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 43 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 43 ITEM 9A. CONTROLS AND PROCEDURES 43 ITEM 9B. OTHER INFORMATION 45 i PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 45 ITEM 11. EXECUTIVE COMPENSATION 45 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED ITEM 12. STOCKHOLDER MATTERS 45 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 45 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 45 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 45 Signatures Exhibit Index Index to Consolidated Financial Statements F-1 ii Forward -Looking Information Statements in this Form 10-K (or otherwise made by us or on our behalf) which are not historical facts, including statements about our estimates, expectations, beliefs, intentions, projections or strategies for the future, may be “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations. For examples of such risks and uncertainties, please see the cautionary statements contained in “Risk Factors Relating to Delta” and “Risk Factors Relating to the Airline Industry” in “Item 1A. Risk Factors” of this Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report. Other Information On September 14, 2005 (the “Petition Date”), we and substantially all of our subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). On December 19, 2006, we filed a Plan of Reorganization (the “Plan”), which, after amendment, is being submitted to a vote of creditors and is subject to confirmation by the Bankruptcy Court. Under the Plan, current holders of our equity securities would not receive any distributions, and the equity securities would be cancelled upon the effective date of the Plan. Accordingly, we urge that caution be exercised with respect to existing and future investments in our equity securities and any of our liabilities or other securities. Additional information about our Chapter 11 filing is available on the Internet at www.delta.com/restructure . Bankruptcy Court filings, claims information and our proposed Plan are available at www.deltadocket.com . Information contained on these websites is not part of, and is not incorporated by reference in, this Form 10-K. Unless otherwise indicated, the terms “Delta,” the “Company,” “we,” “us,” and “our” refer to Delta Air Lines, Inc. and its subsidiaries. PART I ITEM 1. BUSINESS General Description We are a major air carrier that provides scheduled air transportation for passengers and cargo throughout the United States and around the world. We offer customers service to more destinations than any other global airline, with Delta and Delta Connection carrier service to 308 destinations in 52 countries. With more than 60 new international routes added since 2005, we are increasing our international service significantly. We are a leader across the Atlantic with flights to 31 trans-Atlantic destinations. We also offer more than 600 weekly flights to 58 destinations in Latin America and the Caribbean. We are a founding member of the SkyTeam international alliance, a global airline alliance that provides customers with extensive worldwide destinations, flights and services. Including our SkyTeam and worldwide codeshare partners, we offer flights to 462 worldwide destinations in 99 countries. For the years ended December 31, 2006, 2005 and 2004, passenger revenues accounted for 91 %, 90% and 91% of our consolidated operating revenues, respectively, and cargo revenues and other sources accounted for 9 %, 10% and 9% of our consolidated operating revenues, respectively. In 2006, our operations in North America, the Atlantic, Latin America and the Pacific accounted for 75 %, 18 %, 6 % and 1 %, respectively, of our consolidated operating revenues. In 2005, our operations in North America, the Atlantic, Latin America and the Pacific accounted for 80%, 14%, 5% and 1%, respectively, of our consolidated operating revenues. In 2004, our operations in North America, the Atlantic, Latin America and the Pacific accounted for 81%, 14%, 4% and 1%, respectively, of our consolidated operating revenues. We are incorporated under the laws of the State of Delaware. Our principal executive offices are located at Hartsfield-Jackson Atlanta International Airport in Atlanta, Georgia (the “Atlanta Airport”). Our telephone number is (404) 715-2600, and our Internet address is www.delta.com . Information contained on this website is not part of, and is not incorporated by reference in, this Form 10-K. 1 See “ Risk Factors Relating to Delta” and “Risk Factors Relating to the Airline Industry” in Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 for additional discussion of trends and factors affecting us and our industry.
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