The way to tell if/when the company is looking at another equity investment that leads to a JV is to look for language similar to the 2Q2015 report related to Aeroméxico.

Generally, it's an derivative contract for shares in the foreign company which can be converted upon JV contract closing. If the two companies cannot come to some sort of agreement that leads to a JV, Delta can cash out the derivative and walk away with their cash +/- the change in value of the underlying foreign security.

A simple and safe way to conduct a foreign transaction with an unknown outcome.

Except they didn't do that for their initial investments: GOL, CEA, AM or VA (privately held by Singapore)

The pension fund is getting a $2B dollar injection. I'm not aware of any reporting requirements for investments made by the pension fund, are you? The investment might already be done.

https://www.sec.gov/Archives/edgar/d...285704dfwp.htm

Initial investments don't always lead to JV agreements. If the company is just looking at having a window into the decision making process of a foreign company a smaller investment (maybe around the 5% level... I don't know exactly) that gives a seat on the Board allows that. An example is Gol. We don't have a JV with them, hence no derivative contracts that are convertible to shares.

Pension fund investments are reported on SEC form 13F, but you won't find that info under an SEC search for DAL. The pension investment Delta made in Grupo Aeromexico (I think 4.9%) was reported on that form. Check the 2015 Aeromexico Annual report, page 19 for more info.

Discussions by Delta leadership about these sorts of investments occur at Board meetings which is why it is so important to have a seat on the Board. The voting seat was put in place as part of the DAL/NWA merger agreement.

I hadn't seen the info you posted via the above link, but a person does have to ask, "what is Delta going to use that $1 Billion for?" I mean we're drowning in cash. What need does Delta have for an extra $1 Billion?

It's actually $2B in two separate offerings. The pension holdings are only quarterly as far as I am aware. The shift in assets is not required to be disclosed unless they reach a threshold. AM was initially a smaller ownership level, then the tender for 49%.

This business plan is to acquire and form joint ventures. The GBH are now set so there will be no requirement for increased Delta flying, just a shift if we move out of or into a theater.

Care to explain how I benefit from our pilot seat on the board? I've never completely bought in to us having significant benefit from that seat. Is it much more than ceremonial?

Its a voting seat if the board allows the vote. Generally board work is done outside the actual meetings. I think the last board meeting conducted by RA was 7 minutes long. I highly doubt we are in the know, when it comes to major business plans. Somebody should ask if our board member was aware of a $2B security offering. That's board level stuff.

Why do they need this money they also have the 1 billion:rolleyes: they were going to use to buy Avianca.

Our Board member doesn't show up for 7 minutes and then go home. I know that they sit on Board committees, get complete briefing papers handed out to every Board member and participate in every discussion. You might be thinking of the Annual Shareholders meeting. Board work is usually several days long and from my conversations with previous ALPA representatives serving in that position, it's a lot of work and prep.

The Board also meets more often than just quarterly. Whenever something of import requires it, they meet.

"Our" board member is also bound by confidentiality on a wide range of issues. So he can't tell the MEC much of anything.
Anyway, having a moakist on the board doesn't seem like much to hang our hats on.

For the most part in the past, he has held the Chairman and the Admin accountable for anything he didn't like. He can't do that at the moment because he has his people in those positions.

If things aren't archeived that he believes should be, then he must make sure the blame is place squarely on the shoulders of anyone else other than the Admin. This is also a subtle way of tainting the ongoing FO elections in 44. (Which he is not a member of BTW)

This is not an indictment of the Chairman or the current admin, just an observation after reading his (before and after his screen name change) posts for what has had to be at least 8 years or so.

Our whole MEC and many committee members are bound by confidentiality agreements; the access to information is in our PWA, Section 1.L.2.

We regularly get access to company confidential information, both historical and forecast. It's been this way at Delta for a long time, and I'm sure the airlines we've merged with/acquired had similar details in their contracts. Anecdotally, it's why we exited the merger with the former NWA with $billions in increased value, and 5% of the stock in the new company.

It is something of value to hang our hat on.

You seem to know a lot about this. Can you give us some examples of things our Board member can't discuss with the MEC?

You don't seem to know much about this.

The board member LOA limits the powers of our seat. He only gets the information that we are allowed and deemed not a threat to the company if ALPA has that knowledge.

Not accurate.

All Board members have a fiduciary duty to recuse themselves if they have a conflict of interest. If a Board member also sits on another company's board, and Delta has a relationship with that company, it is appropriate for that Board member to recuse himself from those discussions. Section 1.L. describes our Board members interaction and access. Everyone should read it.

Your second sentence above is completely not accurate. Our Board member gets info that the MEC is not allowed, and could be a threat to ALPA. In that case, the release of that info to the MEC is governed by Section 1.L.1.b. The underlined part indicates how its distribution is restricted. Here's a quote:

...the Pilot Member may from time to time, with the knowledge of the Chairman of the Delta Board or Chief Executive Officer of Delta, exercise his reasonable discretion to provide such information to the Delta MEC, its officers, relevant committees, and advisors who have executed confidentiality agreements approved by Delta for that purpose.

I get the impression that you are trying to minimize the value of the full-time, voting ALPA member on the Delta Board. If that is your point, I think it's ridiculous and naive. Virtually every labor group in the world would like to have the interaction with company decision makers we have.

Furthermore, if the MEC puts someone in that position and he breaks the law by disclosing SEC confidential info, he'll find himself in jail.

This is exactly why his information is useless or censored. To give the impression that our board member is on equal footing with the other board members is disingenuous. If any of this "proprietary information" were disclosed and was actionable, the union would be in a very difficult position to act on that information.

Was our board member aware of the plan to borrow $2B to fund the pension? What committees does he serve on? Audit? Compensation? How did he vote on the last several dividend increases? Where does he stand on $5B in stock buy backs? Will he support another authorization when the current one is fulfilled in June?

From the 2016 10-K:

Capital Returns to Shareholders.
Since 2013, our Board of Directors has implemented three programs to return capital to shareholders through quarterly dividends and share repurchases. Since first implementing our quarterly dividend in 2013, we have increased the dividend per share by 50% annually and paid $1.2 billion in total dividends, including $509 million in 2016. Through dividends and share repurchases, we have returned nearly $7.4 billion to shareholders since 2013, while reducing outstanding shares by approximately 14% compared to the beginning of 2013. During 2016 alone, we repurchased and retired 60 million shares at a cost of $2.6 billion.

Didn't want to quote the whole message, but it seems that your message to APC-land is that the only way for the Board member to communicate to the MEC is directly. Again, this is naive. Here's a hypothetical for you, and you can extrapolate to other situations:

At an MEC Meeting, someone puts forward the idea that we should prepare for the demise of foreign ownership. Everyone agrees that this is stupid and there's no need to waste resources on it, yet the Board member stands up and says... "Not so fast. You might want to rethink that." Little does the MEC know that the industry, now flush with cash and looking to expand beyond our borders has secretly been talking to government officials in the Trump Administration that they are ok with foreign ownership as long as it is reciprocal (like Brazil tried to do). The Board member asks everyone to look at the possible reasons for Delta's 49% ownership stakes in carriers that have foreign hubs we'd like. Maybe the light bulb turns on, maybe not.

There are many ways to communicate. Perhaps that seems contradictory to my previous post, and I'll accept that criticism.

The Board member is invaluable.

I totally agree that the board seat has value. The value and the willingness for ALPA to install a member that is willing to act contrary to consensus is what I question. The conflict of interest with regard to the duty to the union and duty to the shareholders is a difficult line to walk, hopefully our new board member has the ability to do this effectively. The seat has its limitations and is different from the other directorships. Pay, voting rights, etc.

outside the box follows...

Why not get a full director compensation (done in shares) and use those funds to return value to members via VEBA or refunds. Use the seat, test its bounds.

The dopamine induced thrill I get from reading responses to my posts is not enough (get it... notEnuf) to keep me here responding. I'll check back in a week to see if anything interesting happened.

A week should be just about right for timing. See you at the MEC meeting.

Just out of curiosity, does our Pilot Board Member receive the same pay the other board members receive for participating?

Nope. $0......

No. There's no compensation for the individual or ALPA. It's not a real board seat. That's my point.

Are there any voting record for issues the board has considered?

I'm sure there's a record. That record will not be made public.