Obligation Delta Air Lines Inc 3.625% ( US247361ZJ00 ) en USD

Delta Air Lines Inc

99.53 % ▼

Etas-Unis

US247361ZJ00 ( en USD )

3.625% par an ( paiement semestriel )

14/03/2022 - Obligation échue

Prospectus brochure de l'obligation Delta Air Lines Inc US247361ZJ00 en USD 3.625%, échue

2 000 USD

1 000 000 000 USD

247361ZJ0

B+ ( Très spéculatif )

Baa3 ( Qualité moyenne inférieure )

L'Obligation émise par Delta Air Lines Inc ( Etas-Unis ) , en USD, avec le code ISIN US247361ZJ00, paye un coupon de 3.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2022

L'Obligation émise par Delta Air Lines Inc ( Etas-Unis ) , en USD, avec le code ISIN US247361ZJ00, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Delta Air Lines Inc ( Etas-Unis ) , en USD, avec le code ISIN US247361ZJ00, a été notée B+ ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d285704d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-216463
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Amount of
Title of Each Class of
Offering Price
Aggregate
Registration
Securities to be Registered
Amount Registered
per Unit

Offering Price

Fee(1)(2)
2.875% Notes due 2020

$1,000,000,000
99.727%

$997,270,000

$115,583.59
3.625% Notes due 2022

$1,000,000,000
99.986%

$999,860,000

$115,883.77
Total

$231,467.36

(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)
$2,000,000,000

$1,000,000,000 2.875% Notes due 2020
$1,000,000,000 3.625% Notes due 2022

Delta Air Lines, Inc. ("Delta") is offering $1,000,000,000 aggregate principal amount of its 2.875% Notes due 2020 (the "2020 Notes") and
$1,000,000,000 aggregate principal amount of its 3.625% Notes due 2022 (the "2022 Notes" and, together with the 2020 Notes, the "notes").
Unless redeemed prior to maturity, the 2020 Notes will mature on March 13, 2020 and the 2022 Notes will mature on March 15, 2022. We will
pay interest on the 2020 Notes semi-annually in arrears on March 13 and September 13 of each year, commencing September 13, 2017. We will
pay interest on the 2022 Notes semi-annually in arrears on March 15 and September 15 of each year, commencing September 15, 2017.
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 the 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-6 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 2020 Note

Total

Per 2022 Note

Total

Public offering price(1)

99.727%
$997,270,000

99.986%
$999,860,000
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Underwriting discounts

0.600%
$
6,000,000

0.600%
$
6,000,000
Proceeds to us before expenses

99.127%
$991,270,000

99.386%
$993,860,000

(1)
Plus accrued interest, if any, from March 14, 2017, 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 March 14, 2017.

Joint Book-Running Managers

Barclays

Goldman, Sachs & Co.

J.P. Morgan

Morgan Stanley

BofA Merrill Lynch

Citigroup

Credit Agricole CIB
Credit Suisse

Deutsche Bank Securities

US Bancorp
Co-Managers

BNP PARIBAS

Guzman & Company

Natixis
The Williams Capital Group, L.P.

UBS Investment Bank

Wells Fargo Securities
The date of this prospectus supplement is March 9, 2017.
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-6
USE OF PROCEEDS
S-9
CAPITALIZATION
S-10
DESCRIPTION OF NOTES
S-11
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
S-19
UNDERWRITING
S-22
LEGAL MATTERS
S-27
EXPERTS
S-27
INCORPORATION BY REFERENCE
S-27
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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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 additional information described in the accompanying prospectus in the section titled "Incorporation by
Reference" before deciding whether to invest in the notes offered by this prospectus supplement.
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, 2016 (the "2016 Annual Report") and in any subsequent
Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K 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
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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 and under the heading "Risk Factors" in our 2016 Annual Report and in other
documents that we subsequently file with the SEC.
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:

· $1,000,000,000 aggregate principal amount of 2.875% Notes due 2020 (the "2020

Notes"); and

· $1,000,000,000 aggregate principal amount of 3.625% Notes due 2022 (the "2022

Notes" and, together with the 2020 Notes, the "notes").

Maturity
The 2020 Notes will mature on March 13, 2020.

The 2022 Notes will mature on March 15, 2022.

Interest Payment Dates
Interest will be payable semi-annually in arrears for the 2020 Notes on March 13 and
September 13 of each year, beginning on September 13, 2017, and for the 2022 Notes on
March 15 and September 15 of each year, beginning on September 15, 2017.

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Redemption
We may redeem the 2020 Notes at our option at any time prior to the maturity date of
the 2020 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.
We may redeem the 2022 Notes at our option at any time prior to February 15, 2022
(one month prior to the maturity date of the 2022 Notes), 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.

At any time on or after February 15, 2022 (one month prior to the maturity date of the
2022 Notes), we may redeem the 2022 Notes, 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-3
Table of Contents
Offer to Purchase Upon Change of Control TriggeringIf we experience a change of control and a ratings decline to a rating below investment
Event
grade 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 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."

Use of Proceeds
We intend to use the net proceeds from the sale of the notes, which we estimate will be
approximately $1.98 billion, after deducting underwriting discounts and estimated
offering expenses, to fund discretionary contributions to our defined benefit plans. See
"Use of Proceeds."
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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.

S-4
Table of Contents
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."

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 and under the heading
"Item 1A. Risk Factors" in our 2016 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-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 2016 Annual Report.
Your right to receive payments on the notes is effectively subordinated to the rights of secured creditors.
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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 December 31, 2016, we had $7.03 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.
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 corporate transactions, circumstances and events that could have an
adverse impact on your investment in the notes.

S-6
Table of Contents
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.
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, our 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. Our 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. These restrictions and covenants may affect our ability to operate our business and take
advantage of potential business opportunities as they arise and may adversely affect the conduct of our business. In addition, if we fail to comply
with those covenants and are unable to obtain a waiver or amendment, an event of default would result under our existing credit facilities, and the
lenders thereunder could, among other things, declare any outstanding borrowings under our 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.
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The notes require us to repurchase all or any part of each holder's notes upon the occurrence of a Change of Control Triggering Event, as
defined herein. We may issue notes and enter into additional debt instruments that require us to repurchase or repay the principal amount of debt
outstanding (plus, in certain circumstances, a premium) upon the occurrence of a Change of Control Triggering Event or similar event. If such
event were to occur, we may not have sufficient financial resources available to satisfy all those obligations. Consequently, we may not be able
satisfy our obligations to repurchase your notes upon 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, 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.
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.

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Table of Contents
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 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.

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USE OF PROCEEDS
We estimate that the net proceeds we will receive from this offering will be approximately $1.98 billion, after deducting underwriting
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discounts and estimated expenses of the offering payable by us. We intend to use the net proceeds from this offering to fund discretionary
contributions to our defined benefit plans. Pending application of the net proceeds, we may temporarily invest the net proceeds in money market
funds, bank accounts, debt securities or deposits.

S-9
Table of Contents
CAPITALIZATION
The following table sets forth our consolidated capitalization as of December 31, 2016, and as adjusted for the issuance and sale of the notes
(before the underwriting discount 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 December 31, 2016

Actual
As Adjusted

(in millions)

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

Pacific Facilities(1):

Pacific Term Loan B-1(2)

$ 1,059
$
1,059
2015 Credit Facilities(1):

Term Loan Facility(2)

495

495
Financing arrangements secured by aircraft:

Certificates(3)

2,777

2,777
Notes(3)

2,488

2,488
Other financings(3)(4)

293

293
Unamortized discount and debt issue cost, net

(104)

(104)
Capital Leases

324

324
2020 Notes offered hereby

--

1,000
2022 Notes offered hereby

--

1,000

Total debt

$ 7,332
$
9,332

Stockholders' equity:

Common stock at $0.0001 par value; 1,500,000,000 shares
authorized, 744,886,938 shares issued at December 31, 2016

--

--
Additional paid-in capital

12,294

12,294
Retained earnings

7,903

7,903
Accumulated other comprehensive loss

(7,636)

(7,636)
Treasury, stock, at cost

(274)

(274)

Total stockholders' equity

12,287

12,287

Total capitalization

$19,619
$
21,619

(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 loans secured by certain accounts receivable and real estate.

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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
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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 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.
Principal, Maturity and Interest
The 2020 Notes will mature on March 13, 2020 and the 2022 Notes will mature on March 15, 2022. Although we are offering
$1,000,000,000 principal amount of the 2020 Notes and $1,000,000,000 principal amount of the 2022 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 either 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 date of issuance and, under certain circumstances, the date from which interest thereon will 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.
Interest on the 2020 Notes will accrue at the rate of 2.875% per year and will be payable semi-annually on each March 13 and September 13,
commencing September 13, 2017. Interest on the 2022 Notes will accrue at the rate of 3.625% per year and will be payable semi-annually on each
March 15 and September 15, commencing September 15, 2017. We will make each interest payment to the person in whose name the notes are
registered at the close of business on March 1 or September 1 for the 2020 Notes and on March 1 or September 1 for the 2022 Notes, as the case
may be, 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. 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.
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.
Redemption
We will have the right to redeem the notes, in whole or in part, at any time.
We may redeem the 2020 Notes at any time prior to the maturity date of the 2020 Notes, in whole or in part, at a redemption price equal to
the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the notes to be

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redeemed (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued and unpaid interest on the principal amount of the
Notes to be redeemed to the date of redemption.
If the 2022 Notes are redeemed at any time prior to the Par Call Date (as defined below), such notes will be redeemed at a redemption price
equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the remaining
scheduled payments of principal and interest on such notes that would have been made if the notes matured on the Par Call Date (exclusive of
interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 25 basis points, plus accrued and unpaid interest on the principal amount being redeemed to such
redemption date. If the 2022 Notes are redeemed on or after the Par Call Date, such notes will be redeemed 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 redemption date.
In the case of any redemption described above, such redemption is subject to the right of holders of record on the relevant record date to
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