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):  September 14, 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.

Delta Air Lines, Inc. today issued an Investor Update.  The Investor Update is furnished as Exhibit 99.1 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 its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010. Caution should be taken not to place undue reliance on Delta’s forward-looking statements, which represent Delta’s views only as of September 14, 2010, and which Delta has no current intention to update.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit 99.1 Investor Update

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
		Hank Halter
Date:  September 14, 2010		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Investor Update

EX-99.1

Exhibit 99.1

This investor update provides Delta’s guidance for the September quarter 20101.

Revenue Trends

·  Projected system load factors of 83% for September 2010 and 86% for the September quarter are expected to be consistent with the corresponding prior year period.

Profit Sharing

·  The September quarter profit sharing expense is estimated at $170 million.

Liquidity and Cash Flow

·  Delta expects to end the September 2010 quarter with $5.6 billion of unrestricted liquidity, which is lower than previous guidance due to the successful execution of $750 million of debt reduction initiatives, from which the company expects $125 million in annual savings.

Guidance

	September Quarter 2010
Operating margin      (includes profit sharing expense)	12 - 13%
Consolidated fuel price, including taxes, hedges and option premiums	$ 2.30
Capital expenditures	$350 million
Cargo and other revenue	$1.1 – 1.2 billion
	September Quarter 2010 vs. September Quarter 2009
Passenger RASM	Up 15%
Consolidated CASM, excluding fuel and profit sharing expense	Flat
Mainline CASM, excluding fuel and profit sharing expense	Up 1 - 2%
System capacity	Up 2%
Domestic	Up 1 – 2%
International	Up 2 - 3%
Mainline capacity	Up 2 - 3%
Domestic	Up 3 - 4%
International	Up 2 - 3%

Fuel hedge update

As of 9/10/10
	% of Projected Fuel Requirements Hedged
	September Quarter 2010
Call options	29%
Collars	16%
Swaps	6%
Total	51%
Projected fuel price/gallon	$2.30

Projected fuel price includes:

·  Assumed $86.50 all-in price per barrel for crude oil plus refining spread

·  $0.24 for taxes, transportation and hedge premiums

Share count

·  Delta expects approximately 842 million diluted weighted average shares and approximately 835 million basic weighted average shares outstanding for the September 2010 quarter.

Special items

·  Delta anticipates recording in the September 2010 quarter special items which will affect its operating margin and CASM for the period.  These special items are associated with 1) charges related to the Comair fleet reduction activities and 2) merger-related expenses.  Because the total amount of these special items is still being evaluated, Delta is currently unable to reconcile to GAAP the operating margin and CASM guidance in this Investor Update.

·  Delta also expects to record in the September 2010 quarter a special item associated with the primarily non-cash loss on extinguishment of debt, including the write-off of unamortized debt discount, as part of the company’s debt reduction initiatives.  This special item does not affect the guidance provided in this Investor Update.

Notes

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

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 hedge contracts; 0; 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 June 30, 2010.  Caution should be taken not to place undue reliance on our forward-looking statements, which represent our views only as of September 14, 2010 and which we have no current intention to update.