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SEC FILE NUMBER
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CUSIP NUMBER
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check one): / / Form 10-K / / Form 20-F / / Form 11-K /X/ Form 10-Q
/ / Form N-SAR / / Form N-CSR
For Period Ended: September 30, 2004
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Delta Air Lines, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
1030 Delta Boulevard, Department No. 981
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Address of Principal Executive Office (STREET AND NUMBER)
Atlanta, Georgia 30354-1989
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City, State and Zip Code
PART II -- RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
/x/ | (a) The reason described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense
|
/x/ | (b) The subject annual report, semi-annual report, transition report
| on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
| portion thereof, will be filed on or before the fifteenth calendar
| day following the prescribed due date; or the subject quarterly
| report or transition report on Form 10-Q, or portion thereof, will
| be filed on or before the fifth calendar day following the
| prescribed due date; and
|
/ / | (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
(Attach extra Sheets if Needed)
The Registrant's quarterly report on Form 10-Q for the quarter ended
September 30, 2004 could not be filed at this time without unreasonable effort
and expense. The Registrant is in the process of negotiating and implementing a
crucial transformation plan to reduce its costs as part of an out-of-court
restructuring. That plan includes ongoing, intensive discussions with the
Registrant's key stakeholder groups. The Registrant expects to file its Form
10-Q in a timely manner, as permitted by Rule 12b-25 under the Securities
Exchange Act of 1934.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Leslie P. Klemperer (404) 715-2476
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). Yes /X/ No / /
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
Yes /X/ No / /
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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Delta Air Lines, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 9, 2004 By /s/ Michael J. Palumbo
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Michael J. Palumbo
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. ELECTRONIC FILERS: This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit reports within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (ss.232.13(b) of this chapter).
PART IV -- OTHER INFORMATION
(3) On October 20, 2004, the Registrant issued a press release announcing its
financial results for the quarter ended September 30, 2004. The press release
was furnished to the Commission on a Current Report on Form 8-K dated
October 20, 2004.
The Registrant reported a net loss of $646 million and a loss per share of $5.16
for the September 2004 quarter, as compared to a net loss of $164 million and a
loss per share of $1.36 for the September 2003 quarter.
September 2004 quarter operating revenues increased 6%, while passenger unit
revenues decreased 4%, compared to the September 2003 quarter. Continued weak
domestic yields, down 6% as compared to the prior-year quarter, drove the
decline in passenger unit revenues. Also, four major hurricanes impacted a
significant portion of the Registrant's Southeastern operations during the
quarter, resulting in an estimated revenue loss of approximately $50 million.
The load factor for the September 2004 quarter was 77.7%, a 1.0 point increase
as compared to the September 2003 quarter. Consolidated system capacity was up
9% and Mainline capacity rose 9% from the prior-year quarter.
Operating expenses for the September 2004 quarter increased 15% from the
September 2003 quarter and consolidated system unit costs increased 5%. Fuel
expense was the primary driver of the increase, rising 63%, or $304
million, with more than 88% of the increase resulting from higher fuel
prices.
The Registrant reported a net loss of $3 billion and a loss per share of $24.06
for the nine months ended September 30, 2004, as compared to a net loss of $446
million and a loss per share of $3.71 for the nine months ended September 30,
2003. The loss for the nine months ended September 30, 2004 includes non-cash
charges totaling $1.7 billion related to the Registrant's (1) deferred income
tax assets, (2) defined benefit pension plan for pilots and (3) sale of eight
owned MD-11 aircraft.
Operating revenues for the nine months ended September 30, 2004 increased 8%,
while passenger unit revenues decreased 2% to 9.21 cents, as compared to the
prior year period. The increase in operating revenue reflects a 12% rise in
traffic and a 4% decline in passenger mile yield. The decline in the passenger
mile yield reflects the Registrant's lack of pricing power due to the continuing
growth of low-cost carriers with which the Registrant competes in most of its
domestic markets. Consolidated system capacity was up 10% from the prior year
period driven by the restoration of flights that the Registrant reduced in 2003
due to the war in Iraq. Load factor increased 1.5 points to 75.0%.
Operating expenses for the nine months ended September 30, 2004 increased 14%
from the same period in the prior year primarily due to (1) higher fuel prices
in the nine months ended September 30, 2004 than in the nine months ended
September 30, 2003 and (2) $398 million in government reimbursements under the
Appropriations Act that were recorded as an offset to operating expenses in the
September 2003 quarter. Aircraft fuel expense increased 42%, or $601 million,
with approximately $500 million of the increase resulting from higher fuel
prices.