Bond Delta Air Lines Ltd 4.375% ( US247361ZN12 ) in USD

Delta Air Lines Ltd

98.0672 % ▲

United States

US247361ZN12 ( in USD )

4.375% per year ( payment 2 times a year)

18/04/2028

Prospectus brochure of the bond Delta Air Lines Inc US247361ZN12 en USD 4.375%, maturity 18/04/2028

2 000 USD

500 000 000 USD

247361ZN1

BBB- ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

19/10/2025 ( In 172 days )

Delta Air Lines Inc. is a major American airline headquartered in Atlanta, Georgia, operating a global network of over 5,000 daily flights to more than 300 destinations in over 50 countries.

The Bond issued by Delta Air Lines Ltd ( United States ) , in USD, with the ISIN code US247361ZN12, pays a coupon of 4.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 18/04/2028

The Bond issued by Delta Air Lines Ltd ( United States ) , in USD, with the ISIN code US247361ZN12, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Delta Air Lines Ltd ( United States ) , in USD, with the ISIN code US247361ZN12, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Form 424(b)(5)
424B5 1 d562013d424b5.htm FORM 424(B)(5)
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-216463
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Maximum
Maximum
Offering Price
Aggregate
Amount of

Amount Registered
per Unit

Offering Price
Registration Fee(1)(2)
3.400% Notes due 2021

$600,000,000

99.952%

$599,712,000

$74,664.14
3.800% Notes due 2023

$500,000,000

99.869%

$499,345,000

$62,168.45
4.375% Notes due 2028

$500,000,000

99.960%

$499,800,000

$62,225.10
Total

$1,598,857,000

$199,057.70

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the Company's Registration
Statement on Form S-3 (File No. 333-216463) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated March 6, 2017)
$1,600,000,000

$600,000,000 3.400% Notes due 2021
$500,000,000 3.800% Notes due 2023
$500,000,000 4.375% Notes due 2028

Delta Air Lines, Inc. ("Delta") is offering $600,000,000 aggregate principal amount of its 3.400% Notes due 2021 (the "2021 Notes"), $500,000,000 aggregate
principal amount of its 3.800% Notes due 2023 (the "2023 Notes") and $500,000,000 aggregate principal amount of its 4.375% Notes due 2028 (the "2028 Notes" and,
together with the 2021 Notes and the 2023 Notes, the "notes"). Unless redeemed prior to maturity, the 2021 Notes will mature on April 19, 2021, the 2023 Notes will
mature on April 19, 2023 and the 2028 Notes will mature on April 19, 2028. We will pay interest on the notes semi-annually in arrears on April 19 and October 19 of
each year, commencing October 19, 2018.
We may redeem some or all of the notes of each series at any time and from time to time prior to their maturity at the applicable redemption prices described in
this prospectus supplement under the heading "Description of Notes--Redemption." In the event of a Change of Control Triggering Event, as defined in this prospectus
supplement, the holders may require us to purchase for cash all or a portion of their notes at a purchase price equal to 101% of the principal amount of the notes, plus
accrued and unpaid interest, if any, as described in this prospectus supplement under the heading "Description of Notes--Offer to Repurchase Upon a Change of
Control Triggering Event."
The notes will be senior unsecured obligations of Delta. The notes will rank equally in right of payment with all other existing and future senior unsecured
indebtedness of Delta.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-7 of this prospectus supplement and
page 1 of the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per 2021 Note
Total

Per 2023 Note
Total

Per 2028 Note
Total

Public offering price(1)

99.952%
$599,712,000

99.869%
$499,345,000

99.960%
$499,800,000
Underwriting discounts

0.500%
$
3,000,000

0.600%
$
3,000,000

0.650%
$
3,250,000
Proceeds to us before expenses

99.452%
$596,712,000

99.269%
$496,345,000

99.310%
$496,550,000
https://www.sec.gov/Archives/edgar/data/27904/000119312518120899/d562013d424b5.htm[4/18/2018 4:57:03 PM]

Form 424(b)(5)

(1) Plus accrued interest, if any, from April 19, 2018, if settlement occurs after that date.
The notes will not be listed on any securities exchange. Currently, there is no public trading market for the notes.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,
including Clearstream Banking, société anonyme and Euroclear Bank, S.A./N.V., as operator for the Euroclear System, against payment in New York, New York on or
about April 19, 2018.

Joint Book-Running Managers

BNP PARIBAS

Credit Suisse

Deutsche Bank Securities

Fifth Third Securities

Morgan Stanley

Wells Fargo Securities
Barclays BBVA

BofA Merrill Lynch

Citigroup
Goldman Sachs & Co. LLC

ICBC Standard Bank
J.P. Morgan

PNC Capital Markets LLC

SMBC Nikko
Standard Chartered Bank

US Bancorp
Co-Managers

Credit Agricole CIB
Natixis
Siebert Cisneros Shank & Co., L.L.C.
The Williams Capital Group, L.P.
The date of this prospectus supplement is April 16, 2018.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
FORWARD-LOOKING STATEMENTS
S-1
SUMMARY
S-2
RISK FACTORS
S-7
USE OF PROCEEDS
S-10
RATIO OF EARNINGS TO FIXED CHARGES
S-11
CAPITALIZATION
S-12
DESCRIPTION OF NOTES
S-13
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
S-22
UNDERWRITING; CONFLICTS OF INTEREST
S-26
LEGAL MATTERS
S-31
EXPERTS
S-31
INCORPORATION BY REFERENCE
S-31
Prospectus

Page
ABOUT THIS PROSPECTUS

1
RISK FACTORS

1
FORWARD-LOOKING STATEMENTS

1
WHERE YOU CAN FIND MORE INFORMATION

1
INCORPORATION BY REFERENCE

2
DELTA AIR LINES, INC.

2
USE OF PROCEEDS

3
RATIO OF EARNINGS TO FIXED CHARGES

4
DESCRIPTION OF THE DEBT SECURITIES

5
PLAN OF DISTRIBUTION

16
EXPERTS

17
LEGAL MATTERS

17

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to
https://www.sec.gov/Archives/edgar/data/27904/000119312518120899/d562013d424b5.htm[4/18/2018 4:57:03 PM]

Form 424(b)(5)
sell the notes in any jurisdiction where the offer or sale is not permitted.
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes and also
adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into the accompanying prospectus.
The second part is the accompanying prospectus, which gives more general information about us and the securities we may offer from time to time under
our shelf registration statement, some of which may not apply to this offering of the notes.
This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange
Commission, or the SEC, using the SEC's shelf registration rules. You should read both this prospectus supplement and the accompanying prospectus,
together with the additional information described in this prospectus supplement in the section titled "Incorporation by Reference" before deciding whether
to invest in the notes.
Any statement made in this prospectus supplement, in the accompanying prospectus or in a document incorporated or deemed to be incorporated by
reference in this prospectus supplement or the accompanying prospectus will be deemed to be modified or superseded for purposes of this prospectus
supplement to the extent that a statement contained in this prospectus supplement or in any other subsequently filed document that is also incorporated or
deemed to be incorporated by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes that statement. Any
statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the
accompanying prospectus. You should not assume that the information in this prospectus supplement, the accompanying prospectus and any free writing
prospectus is accurate as of any date other than the date on the front of those documents or that the information incorporated by reference is accurate as of
any date other than the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have
changed since those dates.
You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice. You
should consult your own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of any of the
notes offered by this prospectus supplement.
In this prospectus supplement, references to "Delta," "we," "us" and "our" refer to Delta Air Lines, Inc. and not to its subsidiaries.
FORWARD-LOOKING STATEMENTS
Statements in this prospectus supplement, the accompanying prospectus, any related company free writing prospectus and the documents
incorporated by reference herein and therein (or otherwise made by us or on our behalf) that 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. Known material risk factors applicable to Delta are described under the heading "Risk Factors" in this
prospectus supplement, in "Risk Factors Relating to Delta" and "Risk Factors Relating to the Airline Industry" in "Item 1A. Risk Factors" of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2017 (the "2017 Annual Report"), in "Part II. Other Information Item 1A. Risk Factors" of
our Quarterly Report on Form 10-Q for the quarterly period ended on March 31, 2018 (the "2018 First Quarter Form 10-Q") and in any subsequent filing
incorporated by reference herein, other than risks that could apply to any issuer or offering. All forward-looking statements speak only as of the date made,
and 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 prospectus supplement.

S-1
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and does not contain all of the information you should
consider in making your investment decision. You should read this summary together with the more detailed information included elsewhere in, or
incorporated by reference into, this prospectus supplement and the accompanying prospectus, including our financial statements and the related
notes. You should carefully consider, among other things, the matters discussed in "Risk Factors" in this prospectus supplement and the
accompanying prospectus, under the heading "Risk Factors" in our 2017 Annual Report, under the heading "Risk Factors" in our 2018 First
Quarter Form 10-Q and in other documents that we subsequently file with the SEC.
https://www.sec.gov/Archives/edgar/data/27904/000119312518120899/d562013d424b5.htm[4/18/2018 4:57:03 PM]

Form 424(b)(5)
Delta Air Lines, Inc.
We provide scheduled air transportation for passengers and cargo throughout the United States and around the world. Our global route network
gives us a presence in every major domestic and international market. Our route network is centered around a system of hub, international gateway
and key airports that we operate in Amsterdam, Atlanta, Boston, Detroit, London-Heathrow, Los Angeles, Minneapolis-St. Paul, New York-
LaGuardia, New York-JFK, Paris-Charles de Gaulle, Salt Lake City, Seattle and Tokyo-Narita. Each of these operations includes flights that gather
and distribute traffic from markets in the geographic region surrounding the hub or gateway to domestic and international cities and to other hubs or
gateways. Our network is supported by a fleet of aircraft that is varied in size and capabilities, giving us flexibility to adjust aircraft to the network.
Other important characteristics of our route network include our international joint ventures, our alliances with other foreign airlines, our membership
in SkyTeam and agreements with multiple domestic regional carriers that operate as Delta Connection®.
We are a Delaware corporation headquartered in Atlanta, Georgia. Our principal executive offices are located at Hartsfield-Jackson Atlanta
International Airport, Atlanta, Georgia 30320-6001 and our telephone number is (404) 715-2600. Our website is www.delta.com. We have provided
this website address as an inactive textual reference only and the information contained on our website is not a part of this prospectus supplement or
the accompanying prospectus.

S-2
Table of Contents
The Offering
The summary below describes the principal terms of the notes. Certain of the terms described below are subject to important limitations and
exceptions. The "Description of Notes" section of this prospectus supplement and the "Description of the Debt Securities" section of the
accompanying prospectus contain a more detailed description of the terms of the notes. For purposes of this description, references to "Delta," "we,"
"our" and "us" refer only to Delta Air Lines, Inc. and not to its subsidiaries.

Issuer
Delta Air Lines, Inc.

Notes Offered
The offering will consist of:

· $600,000,000 aggregate principal amount of 3.400% Notes due 2021 (the "2021 Notes");

· $500,000,000 aggregate principal amount of 3.800% Notes due 2023 (the "2023 Notes");

and

· $500,000,000 aggregate principal amount of 4.375% Notes due 2028 (the "2028 Notes"

and, together with the 2021 Notes and the 2023 Notes, the "notes").

Maturity Dates
The 2021 Notes will mature on April 19, 2021.

The 2023 Notes will mature on April 19, 2023.

The 2028 Notes will mature on April 19, 2028.

Interest on the Notes
The 2021 Notes will bear interest at a rate of 3.400% per year. The 2023 Notes will bear
interest at a rate of 3.800% per year. The 2028 Notes will bear interest at a rate of 4.375%
per year.

Interest Payment Dates
Interest will be payable semi-annually in arrears for the notes on April 19 and October 19 of
each year, beginning on October 19, 2018.

Redemption
We may redeem the 2021 Notes at our option at any time prior to the maturity date of the
2021 Notes, in whole or in part, at the redemption price described under "Description of
Notes--Redemption," plus accrued and unpaid interest on the principal amount of the notes
to be redeemed to the date of redemption.
https://www.sec.gov/Archives/edgar/data/27904/000119312518120899/d562013d424b5.htm[4/18/2018 4:57:03 PM]

Form 424(b)(5)

We may redeem the 2023 Notes and the 2028 Notes at our option at any time prior to March
19, 2023 and January 19, 2028, respectively (one month and three months prior to the

maturity date of the 2023 Notes and the 2028 Notes, respectively), in whole or in part, at the
redemption price described under "Description of Notes--Redemption," plus accrued and
unpaid interest thereon to the date of redemption.

S-3
Table of Contents
At any time on or after March 19, 2023 and January 19, 2028 (one month and three months
prior to the maturity date of the 2023 Notes and the 2028 Notes, respectively), we may

redeem the 2023 Notes and the 2028 Notes, respectively, in whole or in part, at a redemption
price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and
unpaid interest thereon to the date of redemption.

We are not required to establish a sinking fund to retire the notes prior to maturity.

Ranking
The notes will be our direct, unsecured and unsubordinated obligations and will rank pari
passu, or equal, in right of payment with our other unsubordinated indebtedness.

Offer to Purchase Upon Change of Control Triggering
If we experience a change of control and a ratings decline to a rating below investment grade
Event
within a certain period of time following the change of control, we must offer to repurchase
all of the notes at a price equal to 101% of the principal amount of the notes, plus accrued
and unpaid interest thereon to the repurchase date. See "Description of Notes--Offer to
Repurchase Upon a Change of Control Triggering Event."

Certain Covenants
The base indenture and the third supplemental indenture (together, the "indenture")
governing the notes will contain certain covenants that, among other things, limit our ability
to incur liens securing indebtedness for borrowed money or capital leases and engage in
mergers and consolidations or transfer all or substantially all of our assets. See "Description
of Notes."

Events of Default
In addition to the events of default described in the accompanying prospectus, the following
event will be an "event of default" with respect to the notes: default under any mortgage,
indenture or instrument under which there may be issued or by which there may be secured
or evidenced any indebtedness of Delta or a subsidiary (or the payment of which is
guaranteed by Delta or a subsidiary), whether such indebtedness or guarantee now exists, or
is created after the issue date of the notes, if that default:

(a)
is caused by a failure to pay principal of such indebtedness at its stated final

maturity (a "Payment Default"); or

(b)
results in the acceleration of such indebtedness prior to its express maturity,

and, in each case, the principal amount of any such indebtedness, together with the principal
amount of any other such indebtedness under which there has been a Payment Default or the

maturity of which has been so accelerated, aggregates $200,000,000 or more. See
"Description of Notes--Events of Default."

S-4
Table of Contents
https://www.sec.gov/Archives/edgar/data/27904/000119312518120899/d562013d424b5.htm[4/18/2018 4:57:03 PM]

Form 424(b)(5)
Use of Proceeds
We intend to use the net proceeds from the sale of the notes, which we estimate will be
approximately $1.59 billion, after deducting the underwriting discounts and estimated
offering expenses, to repay borrowings outstanding under our secured Pacific term loan B-1
facility and 2015 term loan facility. We intend to use the remaining net proceeds for general
corporate purposes. See "Use of Proceeds."

Further Issuances
We may, without notice to or consent of the holders or beneficial owners of the notes of any
series, issue additional notes of any series having the same ranking, interest rate, maturity and
other terms (except for the issue date, public offering price, sale price and, in some cases, the
first interest payment date and the date from which interest shall begin to accrue) as the notes
offered hereby.

No Listing
The notes are not and are not expected to be listed on any securities exchange or included in
any automated quotation system. The notes will be new securities for which there is
currently no public market.

Denominations
The notes will be issued in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.

Form of Notes
We will issue the notes in the form of one or more fully registered global notes registered in
the name of the nominee of The Depository Trust Company ("DTC"). Investors may elect to
hold the interests in the global notes through any of DTC, Clearstream Banking, S.A. or
Euroclear Bank S.A./N.V., as described under the heading "Description of Notes--Book-
Entry, Delivery and Form."

Conflicts of Interest
Certain underwriters or their affiliates are lenders under our secured Pacific term loan B-1
facility and 2015 term loan facility and, accordingly, will receive a portion of the net
proceeds from this offering through the repayment of such indebtedness. Because 5% or
more of the net proceeds of this offering, not including underwriting compensation, will be
paid to certain of the underwriters (or their affiliates), which would be considered a "conflict
of interest" under Financial Industry Regulatory Authority, Inc. ("FINRA") Rule 5121, this
offering is being conducted in accordance with the applicable requirements of Rule 5121
regarding the underwriting of securities of a company with a FINRA member that has a
conflict of interest within the meaning of those rules. Pursuant to Rule 5121(a)(1)(C), the
appointment of a qualified independent underwriter is not necessary in connection with this
offering as the notes offered hereby are investment grade rated (as defined in Rule 5121). See
"Underwriting; Conflicts of Interest."

Risk Factors
An investment in the notes involves risks. You should carefully consider all of the
information in this prospectus supplement, the accompanying prospectus, the documents
incorporated and deemed to be incorporated by reference in this prospectus supplement and
the accompanying prospectus and any related free writing prospectus. In

S-5
Table of Contents
particular, you should evaluate the information set forth and referred to under "Risk Factors"
in this prospectus supplement and the accompanying prospectus, under the heading "Item 1A.

Risk Factors" in our 2017 Annual Report and under the heading "Part II. Other Information
--Item 1A. Risk Factors" in our 2018 First Quarter Form 10-Q before deciding whether to
invest in any of the notes offered hereby.

Governing Law
State of New York

https://www.sec.gov/Archives/edgar/data/27904/000119312518120899/d562013d424b5.htm[4/18/2018 4:57:03 PM]

Form 424(b)(5)
Trustee
U.S. Bank National Association

S-6
Table of Contents
RISK FACTORS
In considering whether to purchase the notes, you should carefully consider all of the information contained in or incorporated by reference in this
prospectus supplement, the accompanying prospectus and any related company free writing prospectus and other information which may be incorporated
by reference in this prospectus supplement and the accompanying prospectus after the date hereof. In addition, you should carefully consider the risk
factors described below and the matters discussed in "Item 1A. Risk Factors" included in our 2017 Annual Report and in "Part II. Other Information 
Item 1A. Risk Factors" included in our 2018 First Quarter Form 10-Q.
Your right to receive payments on the notes is effectively subordinated to the rights of secured creditors.
The notes will be effectively subordinated in right of payment to our secured indebtedness, to the extent of the value of the collateral securing that
indebtedness. As of March 31, 2018, we had $5.8 billion of secured indebtedness. After giving effect to the issuance of the notes and assuming the
application of the net proceeds from this offering as described under "Use of Proceeds," our secured indebtedness as of March 31, 2018 would have been
approximately $4.3 billion. The indenture governing the notes permits us and our subsidiaries to incur additional secured debt. If we incur any additional
secured debt, our assets and the assets of our subsidiaries that are security for that debt will be subject to prior claims by our secured creditors. In the event
of our bankruptcy, liquidation, reorganization or other winding up, assets that secure debt will be available to pay obligations on the notes only after all
debt secured by those assets has been repaid in full. Holders of the notes will participate in our remaining assets ratably with all of our unsecured and
unsubordinated creditors, including our trade creditors.
If we incur any additional obligations that rank equally in right of payment with the notes, including trade payables, the holders of those obligations
will be entitled to share ratably with the holders of the notes in any proceeds distributed upon our insolvency, liquidation, reorganization, dissolution or
other winding up. This may have the effect of reducing the amount of proceeds paid to you. If there are not sufficient assets remaining to pay all of these
creditors, all or a portion of the notes then outstanding would remain unpaid.
The terms of the indenture and the notes provide only limited protection against significant corporate events and other actions we may take that
could adversely impact your investment in the notes.
While the indenture and the notes contain terms intended to provide protection to the holders of the notes upon the occurrence of certain events
involving significant corporate transactions, such terms are limited and may not be sufficient to protect your investment in the notes.
The indenture for the notes does not:

· require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity;

· limit our ability to incur indebtedness that is equal in right of payment to the notes, or to engage in sale/leaseback transactions;

· restrict our subsidiaries' ability to issue securities or otherwise incur indebtedness that would be senior to our equity interests in our

subsidiaries and therefore rank effectively senior to the notes;

· restrict our ability to repurchase or prepay any other of our securities or other indebtedness;

· restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock, capital

stock or other securities ranking junior to the notes; or

· restrict our ability to enter into highly leveraged transactions.
As a result of the foregoing, when evaluating the terms of the notes, you should be aware that the terms of the indenture and the notes do not restrict
our ability to engage in, or to otherwise be a party to, a variety of

S-7
Table of Contents
https://www.sec.gov/Archives/edgar/data/27904/000119312518120899/d562013d424b5.htm[4/18/2018 4:57:03 PM]

Form 424(b)(5)
corporate transactions, circumstances and events that could have an adverse impact on your investment in the notes.
Our ability to incur additional debt and take a number of other actions that are not limited by the terms of the indenture or the notes could
negatively affect the value of the notes.
Certain of our existing credit facilities include more protections for the lenders thereunder than are available to holders of the notes. For example,
subject to certain exceptions, such existing credit facilities restrict our ability and the ability of certain of our subsidiaries to, among other things, make
investments, sell or otherwise dispose of assets if not in compliance with the collateral coverage ratio tests, pay dividends or repurchase stock. These credit
facilities have various financial and other covenants that require us to maintain, depending on the particular agreement, minimum fixed charge coverage
ratios, minimum unrestricted liquidity and/or minimum collateral coverage ratios. In addition, the credit facilities contain other negative covenants
customary for such financings. If we fail to comply with those covenants and are unable to obtain a waiver or amendment, an event of default would result
under such existing credit facilities, and the lenders thereunder could, among other things, declare any outstanding borrowings under those existing credit
facilities immediately due and payable. However, because the notes do not contain similar covenants, such events may not constitute an event of default
under the notes and the holders of the notes would not be able to accelerate the payment under the notes. As a result, holders of the notes may be effectively
subordinated to the lenders of our existing credit facilities, and to new lenders or note holders, to the extent the instruments they hold include similar
protections.
We may not be able to repurchase the notes upon a Change of Control Triggering Event.
The notes require us to offer to repurchase all or any part of each holder's notes upon the occurrence of a Change of Control Triggering Event, as
defined under "Description of Notes--Offer to Repurchase Upon a Change of Control Triggering Event," at a purchase price equal to 101% of the
principal amount, plus accrued and unpaid interest thereon, to the date of purchase. We have previously issued other series of notes that similarly require us
to offer to repurchase the holders' notes upon the occurrence of a Change of Control Triggering Event. Moreover, in the future, we may issue further series
of notes or enter into other debt arrangements that require us to repurchase or repay the principal amount of debt outstanding (plus a premium, if so
provided in the instrument or agreement) upon the occurrence of a Change of Control Triggering Event or similar event. If such an event were to occur, we
may not have sufficient financial resources available to satisfy all of those obligations. Consequently, we may not be able satisfy our obligations to
repurchase your notes under the terms of the indenture.
An increase in market interest rates could result in a decrease in the market value of the notes.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could
have an adverse effect on the market prices of the notes. In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest
decline in value. Consequently, if you purchase notes bearing interest at fixed rates of interest and market interest rates increase, the market values of those
notes may decline. We cannot predict the future level of market interest rates.
Redemption may adversely affect your return on the notes.
We have the right to redeem some or all of the notes of each series of notes, at any time in whole or from time to time in part prior to their maturity,
as described under "Description of Notes--Redemption." We may redeem notes at times when market interest rates may be lower than market interest
rates at the time the notes offered by this prospectus supplement were originally issued. Accordingly, if we redeem notes of any series, you may not be able
to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that on the notes of such series being redeemed.

S-8
Table of Contents
Our credit ratings may not reflect all the risks of any investment in the notes.
Our credit ratings are an independent assessment of our ability to pay debt obligations as they become due. Consequently, real or anticipated changes
in our credit ratings will generally affect the market value of the notes. Our credit ratings, however, may not reflect the potential impact that risks related to
structural, market or other factors discussed in this prospectus supplement may have on the value of your notes.
Ratings of the notes could be lowered or withdrawn in the future.
We expect that the notes will be rated by one or more nationally recognized statistical rating organizations. A rating is not a recommendation to
purchase, hold, or sell debt securities since a rating does not predict the market price of a particular security or its suitability for a particular investor. Any
rating organization that rates the notes may lower our rating or decide not to rate the notes in its sole discretion. The ratings of the notes will be based
primarily on the rating organization's assessment of the likelihood of timely payment of interest when due and the payment of principal on the maturity
date. Any downgrade or withdrawal of a rating by a rating agency that rates the notes could have an adverse effect on the trading prices or liquidity of the
notes.
https://www.sec.gov/Archives/edgar/data/27904/000119312518120899/d562013d424b5.htm[4/18/2018 4:57:03 PM]

Form 424(b)(5)
There may not be an active trading market for the notes.
The notes are new issues of securities with no established trading market. We do not intend to apply for listing of the notes on any securities
exchange or any automated quotation system. Accordingly, there can be no assurance that a trading market for the notes will ever develop or will be
maintained. Further, there can be no assurance as to the liquidity of any market that may develop for the notes, whether you will be able to sell the notes or
the prices at which you may be able to sell the notes. Future trading prices of the notes will depend on many factors, including, but not limited to,
prevailing interest rates and economic conditions, our financial condition and results of operations, our prospects and prospects for companies in our
industry generally, the then-current credit ratings assigned to our securities (including, if applicable, the notes) and the market for similar securities.

S-9
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds we will receive from this offering will be approximately $1.59 billion, after deducting the underwriting discounts
and estimated expenses of the offering payable by us. We intend to use the net proceeds from this offering to (i) repay borrowings outstanding under our
secured Pacific term loan B-1 facility due October 18, 2018 and (ii) repay borrowings outstanding under our 2015 term loan facility due August 24, 2022.
As of March 31, 2018, the principal amount of borrowings was approximately $1.05 billion under the secured Pacific term loan B-1 facility and $489
million under the 2015 term loan facility. The secured Pacific term loan B-1 facility and the 2015 term loan facility currently bear interest at the rate of
4.32% per annum and 4.38% per annum, respectively.
We intend to use the remaining net proceeds for general corporate purposes. Pending application of the net proceeds, we may temporarily invest the
net proceeds in money market funds, bank accounts, debt securities or deposits.
Certain underwriters or their affiliates are lenders under our secured Pacific term loan B-1 facility and 2015 term loan facility and, accordingly, will
receive a portion of the proceeds from this offering through the repayment of such indebtedness. Because 5% or more of the net proceeds of this offering,
not including underwriting compensation, will be paid to certain of the underwriters (or their affiliates), which would be considered a "conflict of interest"
under FINRA Rule 5121, this offering is being conducted in accordance with the applicable requirements of Rule 5121 regarding the underwriting of
securities of a company with a FINRA member that has a conflict of interest within the meaning of those rules. Pursuant to Rule 5121(a)(1)(C), the
appointment of a qualified independent underwriter is not necessary in connection with this offering as the notes offered hereby are investment grade rated
(as defined in Rule 5121). See "Underwriting; Conflicts of Interest."

S-10
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratio of our earnings to our fixed charges for the periods indicated. The ratio of earnings to fixed charges
represents the number of times that fixed charges are covered by earnings. Earnings represents income before income taxes, plus fixed charges, less
capitalized interest. Fixed charges include interest, whether expensed or capitalized, amortization of debt costs and the portion of rent expense
representative of the interest factor.
We adopted Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" using the full retrospective
transition method and recast results from 2016 and 2017 including all interim periods therein. Results from periods prior to 2016 have not been recast for
the adoption of this standard.

Three Months Ended

March 31,

Year Ended December 31,

2018
2017
2017
2016
2015
2014
2013
Ratio of earnings to fixed charges

6.21
7.69 11.29 12.93 13.19 2.41 3.64

S-11
Table of Contents
CAPITALIZATION
https://www.sec.gov/Archives/edgar/data/27904/000119312518120899/d562013d424b5.htm[4/18/2018 4:57:03 PM]

Form 424(b)(5)
The following table sets forth our consolidated capitalization as of March 31, 2018, and as adjusted for the issuance and sale of the notes (before the
underwriting discounts and our estimated offering expenses). You should read this table in conjunction with our consolidated financial statements and the
accompanying notes that are incorporated by reference in this prospectus supplement.

As of March 31, 2018

Actual
As Adjusted

(in millions)

Debt (including current maturities of long-term debt):

Pacific Facilities(1) :

Pacific Term Loan B-1(2)

$ 1,045
$
--
2015 Credit Facilities(1) :

Term Loan Facility(2)

489

--
Financing arrangements secured by aircraft:

Certificates(3)

2,311

2,311
Notes(3)

1,822

1,822
2.875% Notes due 2020

1,000

1,000
3.625% Notes due 2022

1,000

1,000
2.600% Notes due 2020

450

450
3.400% Notes due 2021 offered hereby

--

600
3.800% Notes due 2023 offered hereby

--

500
4.375% Notes due 2028 offered hereby

--

500
Other financings(3)(4)

209

209
Unamortized discount and debt issue cost, net

(92)

(92)
Capital Leases

415

415

Total debt

$ 8,649
$
8,715

Stockholders' equity:

Common stock at $0.0001 par value; 1,500,000,000 shares authorized,
710,603,639 shares issued at March 31, 2018

--

--
Additional paid-in capital

11,967

11,967
Retained earnings

8,465

8,465
Accumulated other comprehensive loss

(7,681)

(7,681)
Treasury stock, at cost

(194)

(194)

Total stockholders' equity

12,557

12,557

Total capitalization

$21,206
$
21,272

(1)
Guaranteed by substantially all of our domestic subsidiaries.
(2)
Borrowings must be repaid annually in an amount equal to 1% per year of the original principal amount (paid in equal quarterly installments), with
the balance due on the final maturity date.
(3)
Due in installments.
(4)
Primarily includes unsecured bonds and debt secured by certain accounts receivable and real estate.

S-12
Table of Contents
DESCRIPTION OF NOTES
The notes will be issued under the indenture referred to in the accompanying prospectus between us and U.S. Bank National Association, as trustee.
The following description, together with the description in the accompanying prospectus under the caption "Description of the Debt Securities," is a
summary of the material provisions of the notes and the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture
because it, and not this description, defines your rights as holders of the notes. We have filed the indenture as an exhibit to our registration statement,
which includes this prospectus supplement and the accompanying prospectus. This description of the notes supplements, and, to the extent it is inconsistent
with, replaces, the description of the general provisions of the notes and the indenture in the accompanying prospectus. Each series of notes is a series of
our debt securities as that term is used in the accompanying prospectus.
With certain exceptions and pursuant to certain requirements set forth in the indenture, we may discharge our obligations under the indenture with
respect to the notes as described under the caption "Description of the Debt Securities--Discharge, Defeasance and Covenant Defeasance" in the
accompanying prospectus.
General
https://www.sec.gov/Archives/edgar/data/27904/000119312518120899/d562013d424b5.htm[4/18/2018 4:57:03 PM]

Document Outline

#1">
- #1">