Delta Airlines 2012 Annual Report Download - page 380

B = the closing price of a Share on the New York Stock Exchange on the later of (1) date that
the Committee approves the payouts, if any, of the Performance Awards to the Executive Officer
Participants following the Committee's determination of the achievement of the payout criteria
described in Section 4(b)(iii) and (2) the third business day following the date on which the Company
publicly announces its annual financial results if this date is scheduled in the same month that the
Committee approves such payouts, if any.
(B) Average Annual Operating Income Margin .
A = Operating Income for 2013, 2014, and 2015; and
B = Total Operating Revenue for 2013, 2014, and 2015.
(C) Customer Service Performance .
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(3) “ GAAP ”
means accounting principles generally accepted in the United States of America.
(4) “ Industry Composite Group ”
means Alaska Air Group, Inc., AMR Corporation, JetBlue Airways
Corporation, Southwest Airlines Co., United Continental Holdings, Inc., and US Airways Group, Inc.
(5) “ Performance Period ”
means the period beginning on January 1, 2013 and ending on and including
December 31, 2015.
(1) The “ Average Annual Operating Income Margin ”
for Delta and each member of the Industry
Composite Group shall be calculated by using the subject company's Operating Income and Total
Operating Revenue for the applicable periods and the following formula: (A ÷ B ), where:
(2) “ Operating Income ”
means, subject to Section 4(b)(v)(B) below, the subject company's consolidated
operating income for the applicable periods based on its statements of operations contained in reports
on Forms 10-Q and 10-K filed with the Securities and Exchange Commission (“ SEC ”)
prepared in
accordance with GAAP, but excluding: (i) items presented in the line item “
restructuring and other
items” or such similar line item; (ii) mark-to-
market adjustments for fuel hedges recorded in periods
other than the settlement period; (iii) other special, unusual, or nonrecurring items which are disclosed
in publicly available filings with the SEC; and (iv) expenses with respect to any annual broad-
based
employee profit sharing plan, program or similar arrangement.
(3) “ Total Operating Revenue ”
means, subject to Section 4(b)(v)(B) below, the subject company's total
operating revenue for the applicable periods based on its regularly prepared and publicly available
statements of operations prepared in accordance with GAAP.