Delta(DAL) - 2025 Q3 - Quarterly Report

Forward-Looking Statements This section defines forward-looking statements, noting inherent risks and uncertainties that may cause actual results to differ materially - Statements about future estimates, expectations, beliefs, intentions, projections, goals, aspirations, commitments, or strategies are forward-looking statements[13] - Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or present expectations[13] - Known material risk factors are described in "Item 1A. Risk Factors" of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024[13] Report of Independent Registered Public Accounting Firm Ernst & Young LLP reviewed interim financial statements, finding no material modifications for GAAP conformity - Ernst & Young LLP reviewed the condensed consolidated interim financial statements for the periods ended September 30, 2025 and 2024[17] - The auditors are not aware of any material modifications needed for the interim financial statements to conform with U.S. GAAP[17] - The consolidated balance sheet as of December 31, 2024, is fairly stated in all material respects[18] Part I. Financial Information Item 1. Financial Statements This section presents Delta's unaudited condensed consolidated financial statements, providing a snapshot of financial position and performance Consolidated Balance Sheets Balance Sheets show increased total assets and stockholders' equity, with a slight decrease in total liabilities | (in millions) | September 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total assets | $79,623 | $75,372 | | Total liabilities | $60,801 | $60,079 | | Total stockholders' equity | $18,822 | $15,293 | - Cash and cash equivalents increased to $3,791 million at September 30, 2025, from $3,069 million at December 31, 2024[22] - Air traffic liability increased to $8,165 million at September 30, 2025, from $7,094 million at December 31, 2024[22] Condensed Consolidated Statements of Operations and Comprehensive Income Delta reported increased operating revenue and net income for both three and nine months, driven by passenger revenue | (in millions, except per share data) | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total operating revenue | $16,673 | $15,677 | $47,361 | $46,084 | | Total operating expense | $14,989 | $14,280 | $43,006 | $41,806 | | Operating Income | $1,684 | $1,397 | $4,355 | $4,278 | | Net Income | $1,417 | $1,272 | $3,786 | $2,614 | | Diluted Earnings Per Share | $2.17 | $1.97 | $5.80 | $4.04 | - Passenger revenue increased by 3% for the three months ended September 30, 2025, and by 2% for the nine months ended September 30, 2025, compared to the prior year periods[24] - Aircraft fuel and related taxes decreased by 6% for the three months and 9% for the nine months ended September 30, 2025, year-over-year[24] Condensed Consolidated Statements of Cash Flows Net cash from operating activities remained strong, while investing cash use increased and financing cash use decreased | (in millions) | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $6,082 | $6,131 | | Net cash used in investing activities | $(3,458) | $(2,570) | | Net cash used in financing activities | $(2,074) | $(2,670) | | Net Increase in Cash, Cash Equivalents and Restricted Cash Equivalents | $550 | $891 | | Cash, cash equivalents and restricted cash equivalents at end of period | $3,971 | $4,286 | - Property and equipment additions (flight and ground) totaled $(3,592) million for the nine months ended September 30, 2025[27] - Payments on debt and finance lease obligations were $(3,931) million for the nine months ended September 30, 2025[27] Consolidated Statements of Stockholders' Equity Stockholders' equity significantly increased due to strong net income and comprehensive income, partially offset by dividends | (in millions) | Balance at Dec 31, 2024 | Balance at Sep 30, 2025 | | :--- | :--- | :--- | | Total Stockholders' Equity | $15,293 | $18,822 | | Retained Earnings | $8,783 | $12,126 | | Accumulated Other Comprehensive Loss | $(4,979) | $(4,858) | - Net income contributed $3,787 million to retained earnings during the nine months ended September 30, 2025[30] - Dividends declared totaled $(318) million for the nine months ended September 30, 2025[30] Notes to the Condensed Consolidated Financial Statements These notes provide detailed explanations for the unaudited condensed consolidated financial statements, offering context for key figures NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines the basis of presentation for interim financial statements under GAAP, noting interim results are not indicative of the full year - The financial statements are prepared in accordance with GAAP for interim financial information and should be read with the 2024 Form 10-K[33] - Operating results for interim periods are not necessarily indicative of the entire year due to seasonal variations and fuel price volatility[34] - The company is assessing the impact of ASU No. 2025-06, "Targeted Improvements to the Accounting for Internal-Use Software," effective January 1, 2028[36] NOTE 2. REVENUE RECOGNITION This note details passenger and other operating revenue components, including loyalty programs and refinery sales | (in millions) | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Passenger revenue | $13,506 | $13,107 | $38,852 | $38,079 | | Cargo | $233 | $196 | $654 | $574 | | Other revenue | $2,934 | $2,374 | $7,855 | $7,431 | | Total operating revenue | $16,673 | $15,677 | $47,361 | $46,084 | - Cash sales from marketing agreements related to the loyalty program were $6.0 billion for the nine months ended September 30, 2025, up from $5.5 billion in 2024[40] | (in millions) | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :--- | :--- | :--- | | Domestic Passenger Revenue | $26,521 | $26,033 | | Atlantic Passenger Revenue | $7,221 | $7,159 | | Latin America Passenger Revenue | $3,047 | $3,008 | | Pacific Passenger Revenue | $2,063 | $1,879 | NOTE 3. FAIR VALUE MEASUREMENTS This note provides a breakdown of assets and liabilities measured at fair value, including cash, investments, and fuel hedge contracts | (in millions) | September 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash equivalents | $2,364 | $1,619 | | Restricted cash equivalents | $180 | $351 | | Long-term investments and related | $3,391 | $2,372 | | Fuel hedge contracts | $4 | $(17) | - The company recognized a gain of $12 million on fuel hedge contracts for the nine months ended September 30, 2025, compared to a gain of $9 million in the prior year[51] - Equity investments in private companies are classified as Level 3 due to unobservable inputs in their valuations[50] NOTE 4. INVESTMENTS This note details Delta's equity investments, including stakes in various airlines, which significantly increased | (in millions) | September 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Air France-KLM | $98 | $62 | | China Eastern | $199 | $155 | | Grupo Aeroméxico | $402 | $354 | | Hanjin KAL | $712 | $507 | | LATAM | $1,379 | $837 | | Unifi Aviation | $132 | $146 | | Wheels Up | $485 | $435 | | Other investments | $476 | $350 | | Total Equity investments | $3,883 | $2,846 | - Delta's equity investments increased by over $1 billion from December 31, 2024, to September 30, 2025[52] - The company extended contractual transfer restrictions on its investment in Wheels Up until May 2026[52] NOTE 5. DEBT This note summarizes Delta's outstanding debt, which decreased due to new unsecured note issuances and an amended SkyMiles Credit Facility | (in millions) | September 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total secured and unsecured debt | $14,173 | $15,373 | | Total debt | $14,174 | $15,347 | | Total long-term debt | $12,299 | $13,546 | - In June 2025, Delta issued $2.0 billion in unsecured notes (4.95% due 2028 and 5.25% due 2030) to repay the PSP loan due 2030 and for general corporate purposes[55] - The SkyMiles Credit Facility was amended in September 2025, refinancing term loans at a reduced margin of 1.50% per annum and extending maturity to October 2028[56] - As of September 30, 2025, Delta had approximately $3.1 billion undrawn and available under its revolving credit facilities[57] NOTE 6. EMPLOYEE BENEFIT PLANS This note outlines net periodic costs for Delta's pension and other postretirement benefit plans, with mixed cost changes | (in millions) | Nine Months Ended Sep 30, 2025 (Pension) | Nine Months Ended Sep 30, 2024 (Pension) | | :--- | :--- | :--- | | Service cost | $125 | $116 | | Interest cost | $623 | $603 | | Expected return on plan assets | $(800) | $(789) | | Recognized net actuarial loss | $151 | $186 | | Net periodic cost | $99 | $116 | | (in millions) | Nine Months Ended Sep 30, 2025 (Other Postretirement) | Nine Months Ended Sep 30, 2024 (Other Postretirement) | | :--- | :--- | :--- | | Service cost | $99 | $69 | | Interest cost | $135 | $136 | | Expected return on plan assets | $(1) | $(2) | | Recognized net actuarial loss | $15 | $14 | | Net periodic cost | $245 | $214 | - Service cost for employee benefit plans is recorded in salaries and related costs, while other components are in miscellaneous, net non-operating expense[62] NOTE 7. COMMITMENTS AND CONTINGENCIES This note details Delta's future aircraft purchase commitments, totaling $16.0 billion, and addresses legal contingencies - Future aircraft purchase commitments totaled approximately $16.0 billion at September 30, 2025[64] | Aircraft Type | Purchase Commitments | | :--- | :--- | | A220-300 | 66 | | A321-200neo | 71 | | A350-900 | 6 | | A350-1000 | 20 | | B-737-10 | 100 | | Total | 263 | - The company believes the resolution of current legal proceedings will not have a material adverse effect on its Condensed Consolidated Financial Statements[67] NOTE 8. ACCUMULATED OTHER COMPREHENSIVE LOSS This note presents the components of accumulated other comprehensive loss (AOCL), which decreased due to reclassifications into earnings | (in millions) | Balance at Jan 1, 2025 | Balance at Sep 30, 2025 | | :--- | :--- | :--- | | Pension and Other Benefit Liabilities | $(5,557) | $(5,398) | | Other | $42 | $41 | | Tax Effect | $536 | $499 | | Total | $(4,979) | $(4,858) | - Reclassifications into earnings for pension and other benefit liabilities amounted to $122 million (net of tax) for the nine months ended September 30, 2025[70] NOTE 9. SEGMENTS This note provides financial information for Delta's Airline and Refinery segments, with the Airline segment dominating revenue and income - The refinery segment provides approximately 75% of the airline's jet fuel consumption (200,000 barrels per day) through its own production and third-party agreements[71] | (in millions) | Airline (9M 2025) | Refinery (9M 2025) | Consolidated (9M 2025) | | :--- | :--- | :--- | :--- | | Operating revenue | $43,681 | $5,213 | $47,361 | | Operating income | $4,313 | $42 | $4,355 | | Capital expenditures | $3,537 | $55 | $3,592 | - Refinery operating income decreased to $42 million for the nine months ended September 30, 2025, from $76 million in the prior year, primarily due to lower pricing of refined products[121][74] NOTE 10. EARNINGS PER SHARE This note presents the computation of basic and diluted earnings per share (EPS), showing an increase for both three and nine months | (in millions, except per share data) | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income | $1,417 | $1,272 | $3,786 | $2,614 | | Basic weighted average shares outstanding | 649 | 641 | 648 | 640 | | Diluted weighted average shares outstanding | 654 | 647 | 653 | 647 | | Basic earnings per share | $2.18 | $1.98 | $5.85 | $4.08 | | Diluted earnings per share | $2.17 | $1.97 | $5.80 | $4.04 | - Dilutive effect of share-based instruments was 5 million shares for the nine months ended September 30, 2025[77] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes Delta's financial condition and results, covering revenue, expenses, non-operating results, refinery, fleet, and liquidity September 2025 Quarter Financial Highlights Delta reported a strong September 2025 quarter with operating income increasing to $1.7 billion, driven by premium products and loyalty awards - Operating income for the September 2025 quarter was $1.7 billion, an increase of $287 million compared to September 2024[79] - Total revenue increased $1.0 billion, with passenger revenue up $399 million, driven by premium products and loyalty travel awards[80] - Total operating expense increased $709 million (5%), primarily due to a 4% capacity increase and higher employee costs, partially offset by lower aircraft fuel costs[81] - Liquidity as of September 30, 2025, was $6.9 billion, and operating activities generated $1.8 billion during the quarter[82][83] Results of Operations - Three Months Ended September 30, 2025 and 2024 For the three months ended September 30, 2025, Delta saw 6% revenue growth to $16.7 billion, while operating expenses rose 5% to $15.0 billion Total Operating Revenue Total operating revenue for the three months increased by $996 million (6%) to $16.7 billion, driven by premium products and refinery sales | (in millions) | Sep 30, 2025 | Sep 30, 2024 | Increase (Decrease) | % Increase (Decrease) | | :--- | :--- | :--- | :--- | :--- | | Passenger revenue | $13,506 | $13,107 | $399 | 3% | | Cargo | $233 | $196 | $37 | 19% | | Other | $2,934 | $2,374 | $560 | 24% | | Total operating revenue | $16,673 | $15,677 | $996 | 6% | - Premium products ticket revenue increased by 9% ($460 million) to $5,796 million[87] - Loyalty travel awards revenue increased by 13% ($130 million) to $1,108 million[87] Passenger Revenue by Geographic Region Domestic passenger revenue increased by 5% on 4% capacity growth, while international revenue saw mixed results | (in millions) | Sep 30, 2025 Passenger Revenue | % Increase (Decrease) | | :--- | :--- | :--- | | Domestic | $9,103 | 5% | | Atlantic | $2,977 | (2)% | | Latin America | $759 | (3)% | | Pacific | $667 | 3% | | Total | $13,506 | 3% | - Domestic capacity increased by 4%, while load factor decreased by 2 points[88] - Pacific region saw a 10% increase in Passenger Mile (RPMs) and a 2 point increase in Load Factor[88] Other Revenue Other revenue increased by $560 million (24%) to $2.9 billion, driven by refinery sales and ancillary businesses | (in millions) | Sep 30, 2025 | Sep 30, 2024 | Increase | % Increase | | :--- | :--- | :--- | :--- | :--- | | Refinery | $1,476 | $1,083 | $393 | 36% | | Loyalty program | $847 | $820 | $27 | 3% | | Ancillary businesses | $256 | $161 | $95 | 59% | | Miscellaneous | $355 | $310 | $45 | 15% | | Other revenue | $2,934 | $2,374 | $560 | 24% | - Loyalty program revenue, mainly from American Express cardholder spend and new acquisitions, increased by 3%[92] - Miscellaneous revenue includes lounge access, codeshare agreements, and international joint venture partnership settlements[94] Operating Expense Total operating expense increased by $709 million (5%) to $15.0 billion, driven by salaries, offset by 6% lower fuel costs | (in millions) | Sep 30, 2025 | Sep 30, 2024 | Increase (Decrease) | % Increase (Decrease) | | :--- | :--- | :--- | :--- | :--- | | Salaries and related costs | $4,443 | $4,231 | $212 | 5% | | Aircraft fuel and related taxes | $2,570 | $2,747 | $(177) | (6)% | | Ancillary businesses and refinery | $1,724 | $1,250 | $474 | 38% | | Landing fees and other rents | $921 | $832 | $89 | 11% | | Profit sharing | $392 | $320 | $72 | 23% | | Total operating expense | $14,989 | $14,280 | $709 | 5% | - The market price of jet fuel decreased by 8%, leading to a $177 million reduction in aircraft fuel and related taxes, despite a 4% increase in consumption[97] - Profit sharing increased by $72 million due to higher quarterly results[102] Results of Operations - Nine Months Ended September 30, 2025 and 2024 For the nine months, total operating revenue increased 3% to $47.4 billion, while operating expenses rose 3% to $43.0 billion Total Operating Revenue Total operating revenue for the nine months increased by $1.3 billion (3%) to $47.4 billion, driven by premium products and loyalty awards | (in millions) | Sep 30, 2025 | Sep 30, 2024 | Increase (Decrease) | % Increase (Decrease) | | :--- | :--- | :--- | :--- | :--- | | Passenger revenue | $38,852 | $38,079 | $773 | 2% | | Cargo | $654 | $574 | $80 | 14% | | Other | $7,855 | $7,431 | $424 | 6% | | Total operating revenue | $47,361 | $46,084 | $1,277 | 3% | - Ticket - Premium products revenue increased by 7% ($1,025 million) to $16,402 million[103] - Loyalty travel awards revenue increased by 12% ($342 million) to $3,140 million[103] Passenger Revenue by Geographic Region Domestic passenger revenue increased by 2% on higher capacity, while international revenue increased 2%, with Pacific region showing 10% growth | (in millions) | Sep 30, 2025 Passenger Revenue | % Increase (Decrease) | | :--- | :--- | :--- | | Domestic | $26,521 | 2% | | Atlantic | $7,221 | 1% | | Latin America | $3,047 | 1% | | Pacific | $2,063 | 10% | | Total | $38,852 | 2% | - Domestic capacity increased by 4%, while load factor decreased by 3 points[105] - Pacific region RPMs increased by 18% and load factor increased by 4 points[105] Other Revenue Other revenue for the nine months increased by $424 million (6%) to $7.9 billion, driven by ancillary businesses and refinery revenue | (in millions) | Sep 30, 2025 | Sep 30, 2024 | Increase | % Increase | | :--- | :--- | :--- | :--- | :--- | | Refinery | $3,680 | $3,520 | $160 | 5% | | Loyalty program | $2,509 | $2,451 | $58 | 2% | | Ancillary businesses | $710 | $554 | $156 | 28% | | Miscellaneous | $956 | $906 | $50 | 6% | | Other revenue | $7,855 | $7,431 | $424 | 6% | Operating Expense Total operating expense for the nine months increased by $1.2 billion (3%) to $43.0 billion, with salaries rising and fuel costs decreasing by 9% | (in millions) | Sep 30, 2025 | Sep 30, 2024 | Increase (Decrease) | % Increase (Decrease) | | :--- | :--- | :--- | :--- | :--- | | Salaries and related costs | $12,928 | $12,035 | $893 | 7% | | Aircraft fuel and related taxes | $7,439 | $8,157 | $(718) | (9)% | | Contracted services | $3,442 | $3,134 | $308 | 10% | | Landing fees and other rents | $2,650 | $2,347 | $303 | 13% | | Regional carrier expense | $1,913 | $1,731 | $182 | 11% | | Total operating expense | $43,006 | $41,806 | $1,200 | 3% | - Aircraft fuel and related taxes decreased by $718 million due to a 13% decrease in the market price per gallon of jet fuel[108] - The refinery generated a one cent benefit per gallon for the nine months ended September 30, 2025, compared to two cents per gallon in the prior year[108] Non-Operating Results Total non-operating income, net, significantly improved to $317 million, primarily driven by a substantial gain on investments | (in millions) | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | Favorable (Unfavorable) | | :--- | :--- | :--- | :--- | | Interest expense, net | $(521) | $(567) | $46 | | Gain/(loss) on investments, net | $1,007 | $(73) | $1,080 | | Loss on extinguishment of debt | $(26) | $(36) | $10 | | Miscellaneous, net | $(143) | $(146) | $3 | | Total non-operating income/(expense), net | $317 | $(822) | $1,139 | - Interest expense, net, decreased due to debt reduction initiatives, including $3.9 billion in payments on debt and finance lease obligations during the nine months ended September 30, 2025[114] - The gain on investments, net, was driven by changes in stock prices, foreign currency fluctuations, and other valuation techniques for equity investments[115] - The projected annual effective tax rate for 2025 is 24% to 25%, excluding mark-to-market gains[117] Refinery Segment Delta's refinery segment, supplying 75% of jet fuel, generated $42 million in operating income, a decrease due to lower product pricing - The refinery provides approximately 200,000 barrels per day, or 75% of Delta's jet fuel consumption[120] - Refinery operating income for the nine months ended September 30, 2025, was $42 million, down from $76 million in the prior year, primarily due to lower pricing of refined products[121][123] | (in millions) | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :--- | :--- | :--- | | Exchanged products | $549 | $1,147 | | Sales of refined products | $132 | $197 | | Sales to airline segment | $852 | $1,147 | | Third party refinery sales | $3,680 | $3,520 | | Operating revenue | $5,213 | $6,011 | | Operating income/(loss) | $42 | $76 | Operating Statistics Delta's operating statistics show 4% increase in ASM and 2% in RPM, with load factor decreasing and mixed TRASM/CASM results | Consolidated | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue passenger miles (in millions) ("RPM") | 67,621 | 66,310 | 189,717 | 185,757 | | Available seat miles (in millions) ("ASM") | 79,054 | 76,162 | 225,099 | 216,360 | | Passenger load factor | 86 % | 87 % | 84 % | 86 % | | Total revenue per available seat mile ("TRASM") | 21.09 ¢ | 20.58 ¢ | 21.04 ¢ | 21.30 ¢ | | Cost per available seat mile ("CASM") | 18.96 ¢ | 18.75 ¢ | 19.11 ¢ | 19.32 ¢ | | Fuel gallons consumed (in millions) | 1,138 | 1,096 | 3,226 | 3,093 | | Average price per fuel gallon | $2.26 | $2.51 | $2.31 | $2.64 | - Fuel consumption increased by 4% for both the three and nine months ended September 30, 2025, consistent with capacity growth[124] - Average price per fuel gallon decreased by 10% for the quarter and 12% for the nine-month period year-over-year[124] Fleet Information Delta's mainline fleet comprised 986 aircraft with an average age of 14.8 years, with commitments for 263 new aircraft | Fleet Type | Total Current Fleet | Purchase Commitments | Options | | :--- | :--- | :--- | :--- | | A220-300 | 34 | 66 | - | | A321-200neo | 84 | 71 | 70 | | A350-900 | 38 | 6 | 10 | | A350-1000 | - | 20 | - | | B-737-10 | - | 100 | 30 | | Total Mainline | 986 | 263 | 120 | - The average age of the mainline fleet is 14.8 years[126] | Regional Carrier | Total Aircraft | | :--- | :--- | | Endeavor Air, Inc. | 140 | | SkyWest Airlines, Inc. | 126 | | Republic Airways, Inc. | 57 | | Total Regional | 323 | Financial Condition and Liquidity Delta maintained strong liquidity of $6.9 billion, continued debt reduction, and initiated a $1.0 billion share repurchase program Sources and Uses of Liquidity Delta's liquidity is primarily generated from operating activities, with investing and financing activities focused on capital and debt management Operating Activities Delta generated $6.1 billion in cash flows from operations, influenced by seasonal ticket sales, fuel prices, and SkyMiles program cash sales - Cash flows from operations were $6.1 billion for the nine months ended September 30, 2025[131] - Fuel expense represented approximately 17% of total operating expense for the nine months ended September 30, 2025[133] - Total cash sales to American Express were $5.9 billion for the nine months ended September 30, 2025, a 10% increase from the prior year[136] Investing Activities Capital expenditures for the nine months were $3.6 billion, with an expected total capital spend of approximately $5.0 billion for 2025 - Capital expenditures were $3.6 billion for the nine months ended September 30, 2025[138] - Expected 2025 capital spend is approximately $5.0 billion, primarily for aircraft, fleet modifications, and technology[138] Financing Activities Delta had $3.9 billion in debt repayments, issued $2.0 billion in unsecured notes, and authorized a $1.0 billion share repurchase program - Cash outflows for debt and finance lease obligations totaled $3.9 billion for the nine months ended September 30, 2025[139] - Moody's upgraded Delta's credit rating to Baa2 (investment grade) in February 2025, and Fitch Ratings upgraded its outlook to Positive in the September 2025 quarter[142] - Total cash dividends for the nine months ended September 30, 2025, were $318 million[143] - A $1.0 billion opportunistic share repurchase program was authorized in June 2025, with no shares repurchased through September 30, 2025[144] Critical Accounting Estimates No material changes in Critical Accounting Estimates from the 2024 Form 10-K - No material changes in Critical Accounting Estimates from the 2024 Form 10-K[146] Supplemental Information This section provides reconciliations of non-GAAP financial measures to GAAP, excluding certain items for a clearer view of core operations - Non-GAAP financial measures are used to provide comparability and better understanding of core performance, excluding items like third-party refinery sales, MTM adjustments on hedges, and profit sharing[148][150] | (in millions) | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 | | :--- | :--- | :--- | | Total revenue | $16,673 | $15,677 | | Third-party refinery sales | $(1,476) | $(1,083) | | Total revenue, adjusted | $15,197 | $14,594 | | (in millions) | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 | | :--- | :--- | :--- | | Operating expense | $14,989 | $14,280 | | Third-party refinery sales | $(1,476) | $(1,083) | | MTM adjustments and settlements on hedges | $(11) | $24 | | Operating expense, adjusted | $13,502 | $13,221 | | (cents) | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 | | :--- | :--- | :--- | | CASM | 18.96 ¢ | 18.75 ¢ | | Aircraft fuel and related taxes | (3.25) | (3.61) | | Third-party refinery sales | (1.87) | (1.42) | | Profit sharing | (0.50) | (0.42) | | CASM-Ex | 13.35 ¢ | 13.30 ¢ | | (in millions) | Three Months Ended Sep 30, 2025 | | :--- | :--- | | Net cash provided by operating activities | $1,847 | | Net cash used in investing activities | $(1,035) | | Pension plan contributions | $6 | | Net cash flows related to certain airport construction projects and other | $15 | | Free cash flow | $833 | Item 3. Quantitative and Qualitative Disclosures About Market Risk No material changes in market risk from the 2024 Form 10-K - No material changes in market risk from the 2024 Form 10-K[157] Item 4. Controls and Procedures Delta's management concluded that disclosure controls and procedures were effective, with no material changes in internal control - Disclosure controls and procedures were effective as of September 30, 2025[158] - No material changes in internal control over financial reporting during the three months ended September 30, 2025[159] Part II. Other Information Item 1. Legal Proceedings This section updates on the Capacity Antitrust Litigation, which is proceeding to class discovery, with Delta maintaining claims are without merit - The Capacity Antitrust Litigation, alleging conspiracy to restrain capacity, is proceeding to class discovery[161] - In September 2025, the Court denied the defendants' motion to certify the decision for an interlocutory appeal or for reconsideration[161] - Delta believes the claims are without merit and is vigorously defending the lawsuits[161] Item 1A. Risk Factors No material changes from the risk factors described in the 2024 Form 10-K - No material changes from the risk factors described in the 2024 Form 10-K[162] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details common stock purchases, primarily shares withheld for tax obligations, noting no repurchases under the $1.0 billion program | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | July 2025 | 3,566 | $49.42 | | August 2025 | 4,105 | $55.37 | | September 2025 | 23,848 | $60.54 | | Total | 31,519 | - | - Shares were withheld from employees to satisfy tax obligations in connection with grants of stock under the Performance Compensation Plan[164] - A $1.0 billion opportunistic share repurchase program was authorized in June 2025, but no shares were repurchased under it through September 30, 2025[165] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including organizational documents, a credit agreement amendment, and CEO/CFO certifications - Exhibit 10.1 is the Second Amendment to Term Loan Credit and Guaranty Agreement, entered into as of September 30, 2025, among SkyMiles IP Ltd., Delta Air Lines, Inc. and Barclays Bank PLC[169] - Exhibits 31.1 and 31.2 are certifications by Delta's Chief Executive Officer and Chief Financial Officer, respectively, for the quarterly report[169] Signature This section contains the signature of William C. Carroll, Senior Vice President - Controller, certifying the report - The report was signed by William C. Carroll, Senior Vice President - Controller (Principal Accounting Officer) on October 9, 2025[172]