8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 15, 2010

DELTA AIR LINES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-05424	58-0218548
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 20706, Atlanta, Georgia  30320-6001

(Address of principal executive offices)

Registrant’s telephone number, including area code:  (404) 715-2600

Registrant’s Web site address:    www.delta.com

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01           Regulation FD Disclosure.

Edward H. Bastian, President of Delta Air Lines, Inc. (“Delta”), today will present to the Bank of America Merrill Lynch Global Transportation Conference.  Materials to be used in conjunction with the presentation are furnished as Exhibit 99.1 to this Form 8-K.

Delta today issued an Investor Update.  The Investor Update is furnished as Exhibit 99.2 to this Form 8-K.

In accordance with general instruction B.2 of Form 8−K, the information in this report (including exhibits) that is being furnished pursuant to Item 7.01 of Form 8−K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

Statements in this Form 8-K and the attached exhibits that are not historical facts, including statements regarding 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.  All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections and strategies reflected in or suggested by the forward-looking statements.  These risks and uncertainties include, but are not limited to, the cost of aircraft fuel; the effects of the global recession; the effects of the global financial crisis; the impact of posting collateral in connection with our fuel hedge contracts;  the impact that our indebtedness may have on our financial and operating activities and our ability to incur additional debt; the restrictions that financial covenants in our financing agreements will have on our financial and business operations; labor issues; the ability to realize the anticipated benefits of our merger with Northwest; the integration of the Delta and Northwest workforces; interruptions or disruptions in service at one of our hub airports; our increasing dependence on technology in our operations; our ability to retain management and key employees; the ability of our credit card processors to take significant holdbacks in certain circumstances; the effects of terrorist attacks; the impact of the rapid spread of contagious illnesses; and competitive conditions in the airline industry.

Additional information concerning risks and uncertainties that could cause differences between actual results and forward-looking statements is contained in Delta’s Securities and Exchange Commission filings, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010. Caution should be taken not to place undue reliance on Delta’s forward-looking statements, which represent Delta’s views only as of June 15, 2010, and which Delta has no current intention to update.

Item 9.01             Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit 99.1  Presentation

Exhibit 99.2  Investor Update

2

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DELTA AIR LINES, INC.
	By:  /s/ Hank Halter
Date:  June 15, 2010	Hank Halter Senior Vice President and Chief Financial Officer

3

EXHIBIT INDEX

Exhibit Number		Description
	Exhibit 99.1	Presentation
	Exhibit 99.2	Investor Update

 4

EX-99.1

Exhibit 99.1

Delta: A Solid Flight Plan Ed Bastian, President June 15, 2010

Safe Harbor This presentation contains various projections and other forward-looking statements which represent Delta’s estimates or expectations regarding future events.  All forward-looking statements involve a number of assumptions, risks and uncertainties, many of which are beyond Delta’s control, that could cause the actual results to differ materially from the projected results.  Factors which could cause such differences include, without limitation, business, economic, competitive, industry, regulatory, market and financial uncertainties and contingencies, as well as the “Risk Factors” discussed in Delta’s Form 10-K filed with the SEC on February 24, 2010 as well as Delta’s Form 10-Q filed with the SEC on April 22, 2010.  Caut ion should be taken not to place undue reliance on Delta’s forward-looking statements, which represent Delta’s views only as of the date of this presentation, and which Delta has no current intention to update. In this presentation, we will discuss certain non-GAAP financial measures.  You can find the reconciliations of those measures to comparable GAAP measures on our website at delta.com.

Strong financial performance Well positioned for 2010 Creating a financially successful airline for the long term March quarter results marked by strong cash generation and significant year over year improvement in financial performance Delta’s improving revenues, low cost structure, strong free cash flow and unmatched merger synergies build foundation for solid financial performance in 2010 Minimal capital requirements enable cash investment in product quality and balance sheet improvement

Delta’s Fundamental Business Strength Is Solid                                                                                     LTM March Quarter 2010 EBITDAR ($M) In the March quarter, Delta: Generated $1 billion in cash flow from operations and $600 million in free cash flow Increased unit revenues 8%, the first quarterly increase since 4Q08 Maintained best-in-class cost structure Made substantial merger integration progress and hit $1 billion in annual run rate synergies 2,597 1,451 1,418 1,280 917,895,602,429

Delta Is Well Positioned For 2010 Improved revenue generation Costs under control Merger synergies Revenue recovery underway, with unit revenues approaching 2008 levels Corporate revenues continue to gain momentum Improving margins by increasing fleet efficiency Merger synergies and productivity offset cost pressures to keep ex-fuel CASM flat for 2010 Limited capital spending contributes to ~$2B in free cash flow expected for 2010 Merger integration substantially complete On track to hit full $2B run-rate by end of 2011

Passenger Revenues Showing Improvement June Quarter 2010 RASM 20% higher than last year Delta Passenger Unit Revenue % Change versus Prior Year

Corporate Sales Trends Improving Delta Corporate Revenue Trends % Change versus Prior Year

Improving Margins Through More Efficient Revenue Production Fleet moves expected to generate $300 million in operating cost savings Fleet optimization as a result of the merger allows Delta to keep 2010 capacity flat with 91 fewer aircraft $300 million annual operating cost savings from lower aircraft ownership costs and better operating efficiency Maintaining revenue production on fewer assets produces 1 point margin benefit Active Aircraft CountRegionals Mainline 91 aircraft reduction 1,433 1,342 693 740 627 715 Dec-09 Dec-10

Improving Our Revenue Advantage Merger synergies Targeted market initiatives Expanding global alliances Single technology, single operating certificate and integrated revenue management systems unlock synergies  Further improvements to corporate and agency sales contracts  Grow in critical New York market  Pacific network restructuring underway  Continue profitable Africa expansion  Fully leverage the Air France/KLM joint venture  Broaden current alliance relationships  Attract new airline partners

Best-In-Class Cost Structure Is A Key Strength Delta has an 10% cost advantage compared to network peers Delta plans to keep consolidated and mainline ex-fuel CASM flat for 2010 through:  Improved fleet utilization and increased gauge  Accelerating merger synergies  Divisional productivity March 2010 Quarter Mainline CASM ex Fuel (¢) 6.60 7.07 7.69 7.85 8.29 8.45 8.88 9.15 10% 5% 9% 1! 5% 6% 3% 6%

Hedges Reduce Fuel Price Volatility Call options allow for downside price participation but protect against upward cost pressures Percentage of Fuel Consumption Hedged Call options swaps collars Avg. Crude Call Projected fuel price Downside Participation 51% 50% 48% 49% 73 82 83 77 2.32 2.33 2.38 2.32 77 79 73 76 2Q10 3Q10 4Q10 2010

Integration Of The Airlines Substantially Complete On track to hit full synergy run-rate by 2011 Merger Accomplishments $1 billion annual run-rate synergies achieved Single operating certificate received Reservations system integrated Single revenue management system Frequent flyer programs integrated Integrated cockpit crews Expanded trans-Atlantic joint venture with AF/KLM  Completed airport consolidation and rebranding Onboard products harmonized Remaining Integration Items Resolve open employee representation Close gaps in technology Drive revenue premium

Investing in Customer Experience, Not Re-Fleeting Operating cash funds three year, $1 billion total investment All international widebody aircraft to have full flat-bed seats in BusinessElite  Expanding in-seat audio and video on demand for customers on all wide-body aircraft Adding First Class cabins to all 70-seat regional jets Completing conversions of pre-merger Northwest aircraft to Delta interiors Installing winglets on more than 170 additional aircraft to improve fuel efficiency New SkyClub locations

Free Cash Flow Will Allow Balance Sheet Delevering Strong operating cash flow, coupled with minimal capital requirements Total Three Year Projection  2010 – 2012 Operating Cash Flow Capital Expenditures Free Cash Flow  Adjusted Net Debt ($B) Business will generate $700 million of free cash flow in June quarter and $2 billion in 2010

Higher Revenue, Lower Fuel Driving Improved June Quarter Expectations June quarter estimate April 20 guidance Operating margin EBITDAR Fuel price Total unrestricted liquidity June quarter 2010 vs. June quarter 2009 Passenger unit revenue Consolidated ex-fuel unit cost Mainline ex-fuel unit cost System capacity Domestic International Flat up to Up DownNote: Operating margin guidance includes profit sharing expense and unit cost guidance excludes profit sharing.  Fuel price is net of  hedge impact, and includes approximately $0.25 for taxes, transportation, and option premiums

Progress Being Made … More Work To Do Encouraged with ability to withstand economic headwinds, but improvements remain to achieve our shareholder return goals 10 – 12% operating margin Minimal capital reinvestment requirements Minimal capital reinvestment requirements Delever the balance sheet Generate a sustainable 10+% return on invested capital

Non-GAAP Financial Measures

We sometimes use information that is derived from our Consolidated Financial Statements, but that is not presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”). Certain of this information is considered “non-GAAP financial measures” under the U.S. Securities and Exchange Commission rules.  The non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.

Delta is unable to reconcile certain forward-looking projections to GAAP as the nature or amount of special items cannot be estimated at this time.

Delta excludes special items because management believes the exclusion of these items is helpful to investors to evaluate the company's recurring operational performance.

Earnings before interest, taxes, depreciation, amortization and aircraft rent (EBITDAR) has been presented as management believes it is helpful to investors in utilizing EBITDAR as a proxy for operating cash flow on a period over period basis.

Delta presents free cash flow because management believes this is a widely used metric that is helpful to investors to evaluate cash available to enhance shareholder value.

Delta presents consolidated cost per available seat mile (CASM) excluding fuel expense and related taxes because management believes the volatility in fuel prices impacts the comparability of year-over-year financial performance.

Consolidated CASM excludes ancillary businesses not associated with the generation of a seat mile.  These businesses include expenses related to Delta’s providing maintenance services (MRO), staffing services and dedicated freight operations as well as Delta’s vacation wholesale operations.

Delta uses adjusted total debt, including aircraft rent, in addition to long-term adjusted debt and capital leases, to present estimated

financial obligations. Delta reduces adjusted total debt by cash and cash equivalents and short-term investments, to present the amount of

additional assets needed to satisfy the debt.

The non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP, but should

not be considered a substitute for or superior to GAAP results.

EBITDAR

	Last Twelve
	Months (LTM) Ended
	March 31, 2010
(in millions)
Pre-tax loss	$	(1,033	)
Other non-operating expense, net		1,260
Depreciation and amortization		1,537
Aircraft rent		471
Items excluded:
Restructuring and merger-related items		362
EBITDAR excluding special items	$	2,597

Free Cash Flow

	Three Months Ended
(in millions)	March 31, 2010
GAAP Net cash provided by operating activities	$	966
GAAP Net cash used in investing activities		(293	)
Change in short term investments		(73	)
Aircraft purchases under seller financing		(21	)
Payments under seller financing		6
Total free cash flow	$	585

Mainline Non-Fuel CASM

	Three Months Ended
(in millions, except per cent data)	March 31, 2010
Consolidated operating expense	$	6,780
Less regional carriers operating expense		(1,482	)
Mainline operating expense	$	5,298
Mainline CASM		11.62	¢
Items excluded:
Ancillary businesses		(0.28	)
Restructuring and merger-related items		(0.10	)
Fuel expense and related taxes		(3.39	)
Mainline CASM excluding fuel expense and related taxes and special items		7.85	¢
Available seat miles		45,610

Adjusted Net Debt

	Year Ended
(in billions)	December 31, 2009
Debt and capital lease obligations	$	17.2
Plus: unamortized discount, net from purchase accounting and fresh start reporting		1.1
Adjusted debt and capital lease obligations			$	18.3
Plus: 7x last twelve months' aircraft rent				3.4
Adjusted total debt				21.7
Less: cash and cash equivalents and short-term investments				(4.7	)
Adjusted net debt			$	17.0

EX-99.2

Exhibit 99.2

This investor update provides Delta’s guidance for the June quarter 20101,2.

Advance Revenue Trends

·  Projected system load factors for June and July 2010 of 87% are expected to be consistent with the prior year period.

·  The company expects June quarter passenger RASM to increase approximately 20%, compared to the same period last year.

·  Corporate contract volume was up 35% year over year and the associated revenue was up 63%, for the week ended May 23, 2010.

Profit Sharing

·  Delta employees participate in a profit sharing program.  The June quarter profit sharing expense is estimated at $85 million.

Liquidity and Cash Flow

·  Delta expects to end the June 2010 quarter with $6.0 billion of unrestricted liquidity.

·  In 2010, the company projects free cash flow of $700 million in the June quarter and $2 billion for the full year.

Key Financial Metrics

	June Quarter 2010
Operating margin      (includes profit sharing expense)	10 – 11%
EBITDAR	$1.4 billion
Consolidated fuel price, including taxes and hedges	$ 2.32
Capital expenditures	$350 million
Cargo and other revenue	$1.2 billion
Non-operating expense3	$350 million
	June Quarter 2010 vs. June Quarter 2009
Consolidated CASM, excluding fuel and profit sharing expense	Up 1%
Mainline CASM, excluding fuel and profit sharing expense	Up 2%
System capacity	Flat
Domestic	Flat
International	Down 1%
Mainline capacity	Flat
Domestic	Up 2%
International	Down 1%

Fuel hedge update

As of 6/11/2010
	% of Projected Fuel Requirements Hedged
	June Quarter 2010
Call options	28%
Collars	11%
Swaps	12%
Total	51%
Projected fuel price/gallon	$2.32

Projected fuel price includes:

·  Assumed $88.44 all-in price per barrel for crude oil plus refining spread

·  Hedge gain of $0.04/gallon

·  $0.25 for taxes, transportation and hedge premiums

Share count

·  Delta expects approximately 842 million diluted weighted average shares, approximately 834 million basic weighted average shares outstanding for the June 2010 quarter.

Notes

1 Delta excludes special items because management believes the exclusion of these items is helpful to investors in evaluation of the company’s recurring operational performance.

2 Delta is unable to reconcile forward looking projections to GAAP as the nature or amount of special items cannot be estimated at this time.

3 The June quarter 2009 included a gain of $45 million related to SFAS 133.

Forward Looking Statements

Statements in this Investor Update that are not historical facts, including statements regarding 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.  All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections and strategies reflected in or suggested by the forward-looking statements.  These risks and uncertainties include, but are not limited to, the cost of aircraft fuel; the effects of the global recession; the effects of the global financial crisis; the impact of posting collateral in connection with our fuel h edge contracts;  the impact that our indebtedness will have on our financial and operating activities and our ability to incur additional debt; the restrictions that financial covenants in our financing agreements will have on our financial and business operations; labor issues; the ability to realize the anticipated benefits of our merger with Northwest; the integration of the Delta and Northwest workforces; interruptions or disruptions in service at one of our hub airports; our increasing dependence on technology in our operations; our ability to retain management and key employees; the ability of our credit card processors to take significant holdbacks in certain circumstances; the effects of terrorist attacks; and competitive conditions in the airline industry.

Additional information concerning risks and uncertainties that could cause differences between actual results and forward-looking statements is contained in our Securities and Exchange Commission filings, including our Form 10-K for the year ended December 31, 2009 and Quarterly Report on form 10-Q for the quarterly period ended March 31, 2010.  Caution should be taken not to place undue reliance on our forward-looking statements, which represent our views only as of June 15, 2010 and which we have no current intention to update.