Obligation Delta Air Lines Ltd 3.75% ( US247361ZT81 ) en USD

Delta Air Lines Ltd

93.77 % ▲

Etats-unis

US247361ZT81 ( en USD )

3.75% par an ( paiement semestriel )

28/10/2029

Prospectus brochure de l'obligation Delta Air Lines Inc US247361ZT81 en USD 3.75%, échéance 28/10/2029

2 000 USD

600 000 000 USD

247361ZT8

BB+ ( Spéculatif )

Baa3 ( Qualité moyenne inférieure )

28/10/2025 ( Dans 181 jours )

Delta Air Lines Inc. est une compagnie aérienne américaine majeure offrant des services de transport aérien passagers et fret sur un réseau étendu, national et international.

L'Obligation émise par Delta Air Lines Ltd ( Etats-unis ) , en USD, avec le code ISIN US247361ZT81, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/10/2029

L'Obligation émise par Delta Air Lines Ltd ( Etats-unis ) , en USD, avec le code ISIN US247361ZT81, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Delta Air Lines Ltd ( Etats-unis ) , en USD, avec le code ISIN US247361ZT81, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Form 424(b)(5)
424B5 1 d818693d424b5.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
Amount of
Amount
Offering Price
Aggregate
Registration

Registered

per Unit

Offering Price

Fee(1)(2)
2.900% Notes due 2024

$900,000,000

99.603%

$896,427,000

$116,356.22
3.750% Notes due 2029

$600,000,000

99.595%

$597,570,000

$77,564.59
Total

$1,493,997,000

$193,920.81

(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)
$1,500,000,000

$900,000,000 2.900% Notes due 2024
$600,000,000 3.750% Notes due 2029

Delta Air Lines, Inc. ("Delta") is offering $900,000,000 aggregate principal amount of its 2.900% Notes due 2024 (the "2024 Notes") and $600,000,000
aggregate principal amount of its 3.750% Notes due 2029 (the "2029 Notes" and, together with the 2024 Notes, the "notes"). Unless redeemed prior to maturity, the
2024 Notes will mature on October 28, 2024 and the 2029 Notes will mature on October 28, 2029. We will pay interest on the notes semi-annually in arrears on April
28 and October 28 of each year, commencing April 28, 2020.
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 2024 Note
Total

Per 2029 Note
Total

Public offering price(1)

99.603%
$896,427,000

99.595%
$597,570.000
Underwriting discounts

0.600%
$
5,400,000

0.650%
$
3,900,000
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Form 424(b)(5)
Proceeds to us before expenses

99.003%
$891,027,000

98.945%
$593,670,000

(1)
Plus accrued interest, if any, from October 28, 2019, 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 October 28, 2019.

Joint Book-Running Managers

Barclays

Citigroup

J.P. Morgan
SMBC Nikko

US Bancorp

BNP PARIBAS

Fifth Third Securities

ICBC Standard Bank

Wells Fargo Securities
Co-Managers

Credit Agricole CIB

Siebert Cisneros Shank & Co., L.L.C.
The date of this prospectus supplement is October 21, 2019.
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
CAPITALIZATION
S-11
DESCRIPTION OF NOTES
S-12
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
S-21
UNDERWRITING; CONFLICTS OF INTEREST
S-25
LEGAL MATTERS
S-30
EXPERTS
S-30
INCORPORATION BY REFERENCE
S-30
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

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Form 424(b)(5)
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
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 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, 2018 (the "2018 Annual Report") 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 2018 Annual Report and in other documents that we subsequently file with the
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Form 424(b)(5)
SEC.
Delta Air Lines, Inc.
We are a major passenger airline, providing scheduled air transportation for passengers and cargo throughout the U.S. and around the world.
Powered by the dedication of our employees, we are committed to providing exceptional customer service through our global route network. Our route
network is centered around a system of significant hubs and key markets at airports in Amsterdam, Atlanta, Boston, Detroit, London-Heathrow, Los
Angeles, Mexico City, Minneapolis-St. Paul, New York-LaGuardia, New York-JFK, Paris-Charles de Gaulle, Salt Lake City, São Paulo, Seattle,
Seoul-Incheon and Tokyo. Each of these operations includes flights that gather and distribute traffic from markets in the geographic region
surrounding the hub or key market to domestic and international cities and to other hubs or key markets. 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. Through 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 able to bring choice and competition to customers worldwide.
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.
Recent Developments
On September 26, 2019, we announced our plan to enter into a strategic alliance with LATAM Airlines Group S.A. ("LATAM"). Subject to
regulatory approval, specifically requirements under the Hart-Scott-Rodino Antitrust Improvement Act, we plan to commence a tender offer for the
acquisition of up to 20% of the common shares of LATAM at a price per share of $16 (the "Tender Offer"). In addition, to support the establishment
of the strategic alliance, we will invest $350 million into LATAM, $150 million of which was disbursed in the September 2019 quarter. As part of our
planned strategic alliance with LATAM, we have also agreed to acquire four A350 aircraft from LATAM and plan to assume ten of LATAM's A350
purchase commitments from Airbus, with deliveries through 2025. See "Risk Factors--Risk Factors Relating to Delta--Our significant investments
in airlines in other parts of the world and the commercial relationships that we have with those carriers may not produce the returns or results we
expect" for a discussion of the risks of our strategic alliances, which are applicable to our strategic alliance with LATAM.
Although the Tender Offer is not conditioned upon completion of this offering or on our ability to obtain additional financing, we intend to
finance the purchase of LATAM common shares pursuant to the Tender Offer, currently estimated to total approximately $1.9 billion, with the net
proceeds of this offering and available cash.

S-2
Table of Contents
The Tender Offer has not commenced as of the date of this prospectus supplement, and this offering is not conditioned upon completion of the Tender
Offer. If the Tender Offer is not consummated, we will not be required to redeem the notes and we will use the net proceeds from the offering of the
notes for general corporate purposes. Pending any application of the net proceeds, we may temporarily invest the net proceeds in money market
funds, bank accounts, debt securities or deposits. See "Use of Proceeds."
The Tender Offer described above in this prospectus supplement has not yet commenced, and this prospectus supplement is neither an offer to
purchase nor a solicitation of an offer to sell any of the common shares of LATAM or any American Depository Receipts representing the common
shares of LATAM or any other securities. If required by applicable law and solely upon the satisfaction of the conditions precedent to the Tender
Offer, we intend to file with the SEC a Tender Offer Statement and related materials on Schedule TO, and LATAM would file a Solicitation
Recommendation on Schedule 14D-9.

S-3
Table of Contents
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Form 424(b)(5)
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:

· $900,000,000 aggregate principal amount of 2.900% Notes due 2024 (the "2024 Notes");

and

· $600,000,000 aggregate principal amount of 3.750% Notes due 2029 (the "2029 Notes"

and, together with the 2024 Notes, the "notes").

Maturity Dates
The 2024 Notes will mature on October 28, 2024.

The 2029 Notes will mature on October 28, 2029.

Interest on the Notes
The 2024 Notes will bear interest at a rate of 2.900% per year.
The 2029 Notes will bear interest at a rate of 3.750% per year.

Interest Payment Dates
Interest will be payable semi-annually in arrears for the notes on April 28 and October 28 of
each year, beginning on April 28, 2020.

Redemption
We may redeem the 2024 Notes and the 2029 Notes at our option at any time prior to
September 28, 2024 and July 28, 2029, respectively (one month and three months prior to the
maturity date of the 2024 Notes and the 2029 Notes, respectively), in whole or in part, at the
applicable redemption prices described under "Description of Notes--Redemption," plus
accrued and unpaid interest thereon to the date of redemption.

At any time on or after September 28, 2024 and July 28, 2029 (one month and three months
prior to the maturity date of the 2024 Notes and the 2029 Notes, respectively), we may

redeem the 2024 Notes and the 2029 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.

S-4
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Offer to Purchase Upon Change of Control Triggering
If we experience certain changes of control and a ratings decline to a rating below investment
Event
grade within a certain period of time following such 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 fourth 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
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Form 424(b)(5)
mergers and consolidations or transfer all or substantially all of our assets. See "Description
of Notes."

Events of Default
For a discussion of events that will permit acceleration of the payment of the principal of and
accrued interest on the notes, see ``Description of Notes--Events of Default."

Use of Proceeds
We intend to use the net proceeds from the sale of the notes, which we estimate will be
approximately $1.48 billion, after deducting the underwriting discounts and estimated
offering expenses, together with cash on hand, to finance the purchase of LATAM common
shares pursuant to the Tender Offer. This offering is not conditioned upon the completion of
the Tender Offer. If the Tender Offer is not consummated, we will not be required to redeem
the notes and we will use the net proceeds from the offering of the notes for general
corporate purposes. Pending any application of the net proceeds, we may temporarily invest
the net proceeds in money market funds, bank accounts, debt securities or deposits. 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
We are not required to list the notes and the notes 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 each series of 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

S-5
Table of Contents
interests in such global notes through any of DTC, Clearstream Banking, S.A. or Euroclear

Bank S.A./N.V., as described herein under the heading "Description of Notes--Book-Entry,
Delivery and Form."

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 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 2018 Annual Report before deciding whether to invest in any of the notes
offered hereby.

Governing Law
State of New York

Trustee
U.S. Bank National Association

S-6
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Form 424(b)(5)
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 2018 Annual Report and in other documents that we
subsequently file with the SEC.
Your right to receive payments on the notes is effectively subordinated to the rights of secured creditors and structurally subordinated to
creditors of our subsidiaries.
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 September 30, 2019, we had $4.8 billion of secured indebtedness. 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.
Delta Air Lines, Inc. is the only obligor under the notes and holders of the notes will be creditors of only Delta Air Lines, Inc. None of the
subsidiaries of Delta Air Lines, Inc. will guarantee the notes. The ability of Delta Air Lines, Inc.'s creditors, including you, to participate in any
distribution of assets of any of its subsidiaries upon liquidation or bankruptcy will be subject to the prior claims of those subsidiary's creditors, including
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;

S-7
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·
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 corporate transactions, circumstances and events that could have an adverse impact on
your investment in the notes.
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Form 424(b)(5)
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. Our primary
credit facility has various financial and other covenants that require us to maintain a minimum fixed charge coverage ratio and a minimum asset coverage
ratio and restricts our ability to place liens on certain assets. We have other smaller facilities, some of which are secured and also contain 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.

S-8
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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.
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.
There may not be an active trading market for the notes.
The notes are new issues of securities with no established trading market. We are not required to and 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
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Form 424(b)(5)
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.

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USE OF PROCEEDS
We estimate that the net proceeds we will receive from this offering will be approximately $1.48 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, together with cash on hand, to finance the
purchase of LATAM common shares pursuant to the Tender Offer. Pending application of the net proceeds, we may temporarily invest the net proceeds in
money market funds, bank accounts, debt securities or deposits.
We intend to finance the purchase of LATAM common shares pursuant to the Tender Offer, currently estimated to total approximately $1.9 billion,
with the net proceeds of this offering and available cash. If the Tender Offer is not consummated, we will not be required to redeem the notes and we will
use the net proceeds from the offering of the notes for general corporate purposes.

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CAPITALIZATION
The following table sets forth our consolidated capitalization as of September 30, 2019 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 September 30, 2019

Actual
As Adjusted

(in millions)

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

Financing arrangements secured by aircraft:

Certificates(1)

$ 1,999
$
1,999
Notes(1)

1,246

1,246
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

600

600
3.800% Notes due 2023

500

500
4.375% Notes due 2028

500

500
2.900% Notes due 2024 offered hereby

--

900
3.750% Notes due 2029 offered hereby

--

600
NYTDC Special Facilities Revenue Bonds, Series 2018(1)

1,383

1,383
Other financings(1)(2)

196

196
Unamortized premium and debt issue cost, net

151

151
Finance Leases(3)

1,094

1,094

Total debt

$10,119
$
11,619

Stockholders' equity:

Common stock at $0.0001 par value; 1,500,000,000 shares authorized,
655,694,564 shares issued at September 30, 2019

--

--
Additional paid-in capital

11,177

11,177
Retained earnings

11,772

11,772
Accumulated other comprehensive loss

(7,645)

(7,645)
Treasury stock, at cost

(236)

(236)

Total stockholders' equity

$15,068
$
15,068

Total capitalization

$25,187
$
26,687

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Form 424(b)(5)

(1)
Due in installments.
(2)
Primarily includes unsecured bonds and debt secured by certain accounts receivable and real estate.
(3)
Excludes operating lease obligations of $6.3 billion.

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DESCRIPTION OF NOTES
The notes will be issued under the base indenture (the "base indenture") referred to in the accompanying prospectus between us and U.S. Bank
National Association, as trustee, as amended by a fourth supplemental indenture between us and U.S. Bank National Association, as trustee (the
"supplemental indenture" and, together with the base indenture, the "indenture") . 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 base 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 base 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
We are offering $900,000,000 aggregate principal amount of our 2.900% notes due 2024 (the "2024 Notes") and $600,000,000 aggregate principal
amount of our 3.750% notes due 2029 (the "2029 Notes" and, together with the 2024 Notes, the "notes"). The 2024 Notes and the 2029 Notes will each be
issued as a separate series of debt securities under the base indenture referred to in the accompanying prospectus between us and U.S. Bank National
Association, as trustee, as amended by the supplemental indenture
Although we are offering $900,000,000 principal amount of the 2024 Notes and $600,000,000 principal amount of the 2029 Notes in this offering,
we may from time to time, without notice to or the consent of the holders of the notes, increase the principal amount of any series of notes under the
indenture and issue such increased principal amount (or any portion thereof), in which case any additional notes so issued will have the same form and
terms (other than the issue date, public offering price and, in some cases, the first interest payment date and the date from which interest shall begin to
accrue), and will carry the same right to receive accrued and unpaid interest, as the applicable notes previously issued, and such additional notes will form a
single series with the applicable notes issued thereunder.
Initially, all notes will be issued in global form as indicated under "--Book-Entry, Delivery and Form" below. We may make payments on any notes
that are later issued in certificated form at the corporate trust office of the trustee in New York, which is currently located at 100 Wall Street, Suite 1600,
New York, New York 10005.
Maturity and Interest
The 2024 Notes will mature on October 28, 2024 and the 2029 Notes will mature on October 28, 2029. Interest on the 2024 Notes will accrue at the
rate of 2.900% per year and will be payable semi-annually on each April 28 and October 28, commencing April 28, 2020. Interest on the 2029 Notes will
accrue at the rate of 3.750% per year and will be payable semi-annually on each April 28 and October 28, commencing April 28, 2020. We will make each
interest payment on the notes to the person in whose name the notes are registered at the close of business on April 13 or October 13 next preceding the
applicable interest payment date. Interest on the notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

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If any interest payment date, redemption date or maturity date falls on a day that is not a business day, the payment will be made on the next business
day with the same force and effect as if made on the relevant interest payment date, redemption date or maturity date, and, unless we default on the
payment, no interest will accrue for the period from and after the interest payment date, redemption date or maturity date. "Business day" means a day
other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York are authorized or obligated to close.
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Document Outline

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