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): July 2, 2013

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):

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

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

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

£  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. (“Delta”) issued today a press release reporting June 2013 financial and operating results. The press release is attached as Exhibit 99.1 to this Form 8-K.

Delta also issued today an Investor Update, which 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 the 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 it 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 availability of aircraft fuel; the impact of posting collateral in connection with our fuel hedge contracts; the impact of significant funding obligations with respect to defined benefit pension plans; 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; interruptions or disruptions in service at one of our hub airports; our dependence on technology in our operations; disruptions or security breaches of our information technology infrastructure; the ability of our credit card processors to take significant holdbacks in certain circumstances; the possible effects of accidents involving our aircraft; the effects of weather, natural disasters and seasonality on our business; the effects of an extended disruption in services provided by third party regional carriers; failure or inability of insurance to cover a significant liability at the Trainer refinery; the impact of environmental regulation on the Trainer refinery; our ability to retain management and key employees; our ability to use net operating losses to offset future taxable income; competitive conditions in the airline industry; the effects of extensive government regulation on our business; the effects of terrorist attacks; the effects of the rapid spread of contagious illnesses; and the costs associated with insurance.

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, 2012. Caution should be taken not to place undue reliance on Delta’s forward-looking statements, which represent Delta’s views only as of July 2, 2013, and which Delta has no current intention to update.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit 99.1	Press Release dated July 2, 2013 titled “Delta Reports Financial and Operating Performance for June 2013”
Exhibit 99.2	Investor Update

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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/ Paul A. Jacobson
Date:  July 2, 2013	Paul A. Jacobson Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number		Description
	Exhibit 99.1	Press Release dated July 2, 2013 titled “Delta Reports Financial and Operating Performance for June 2013”
	Exhibit 99.2	Investor Update

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EX-99.1

Exhibit 99.1

CONTACT: Corporate Communications
404-715-2554
news archive at news.delta.com

Investor Relations
404-715-2170

Delta Reports Financial and Operating Performance for June 2013

ATLANTA, July 2, 2013 – Delta Air Lines (NYSE: DAL) today reported financial and operating performance for June 2013.

Consolidated passenger unit revenue (PRASM) for the month of June increased 1.0% year over year, led by gains in the trans-Atlantic and Latin entities, which were partially offset by 1 point of system PRASM pressure from yen devaluation.

Delta completed 99.6% percent of its flights in June and ran an on-time arrival rate of 76.0% percent.

The company’s financial and operating performance is detailed below.

Preliminary Financial and Operating Results
June Consolidated PRASM change year over year	1.0%
Projected June quarter fuel price per gallon, adjusted	$3.00 - $3.05
June Mainline completion factor	99.6%
June On-time performance (preliminary DOT A14)	76.0%

Note: Fuel price includes taxes, transportation, settled hedges, hedge premiums and refinery impact, but excludes mark to market adjustments on open hedges.

Delta Air Lines serves more than 160 million customers each year. Delta was named by Fortune magazine as the most admired airline worldwide in its 2013 World’s Most Admired Companies airline industry list, topping the list for the second time in three years. With an industry-leading global network, Delta and the Delta Connection carriers offer service to 330 destinations in 65 countries on six continents. Headquartered in Atlanta, Delta employs nearly 80,000 employees worldwide and operates a mainline fleet of more than 700 aircraft. The airline is a founding member of the SkyTeam global alliance and participates in the industry’s leading trans-Atlantic joint venture with Air France-KLM and Alitalia. Including its worldwide alliance partners, Delta offers customers more than 15,000 daily flights, with hubs in Amsterdam, Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-LaGuardia, New York-JFK, Paris-Charles de Gaulle, Salt Lake City and Tokyo-Narita. Delta is investing more than $3 billion in airport facilities and global products, services and technology to enhance the customer experience in the air and on the ground. Additional information is available on delta.com, Twitter @Delta, Google.com/+Delta and Facebook.com/delta.

Forward Looking Statements

Statements in this press release 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 availability of aircraft fuel; the impact of posting collateral in connection with our fuel hedge contracts; the impact of significant funding obligations with respect to defined benefit pension plans; 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; interruptions or disruptions in service at one of our hub airports; our dependence on technology in our operations; disruptions or security breaches of our information technology infrastructure; the ability of our credit card processors to take significant holdbacks in certain circumstances; the possible effects of accidents involving our aircraft; the effects of weather, natural disasters and seasonality on our business; the effects of an extended disruption in services provided by third party regional carriers; failure or inability of insurance to cover a significant liability at the Trainer refinery; the impact of environmental regulation on the Trainer refinery; our ability to retain management and key employees; our ability to use net operating losses to offset future taxable income; competitive conditions in the airline industry; the effects of extensive government regulation on our business; the effects of terrorist attacks; the effects of the rapid spread of contagious illnesses; and the costs associated with insurance.  

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 Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2012.  Caution should be taken not to place undue reliance on our forward-looking statements, which represent our views only as of July 2, 2013, and which we have no current intention to update.

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	Monthly Traffic Results (a)								Year to Date Traffic Results (a)
	Jun 2013		Jun 2012		Change				Jun 2013	Jun 2012	Change
RPMs (000):
Domestic		10,525,178		10,607,976		(0.8%	)		55,764,088	56,179,373	(0.7%	)
Delta Mainline		8,545,554		8,471,387		0.9%			45,010,478	44,396,940	1.4%
Regional		1,979,625		2,136,589		(7.3%	)		10,753,610	11,782,433	(8.7%	)
International		7,941,054		7,724,107		2.8%			38,091,945	37,691,973	1.1%
Latin America		1,278,187		1,204,662		6.1%			7,553,033	7,035,611	7.4%
Delta Mainline		1,257,206		1,186,187		6.0%			7,442,798	6,950,588	7.1%
Regional		20,981		18,475		13.6%			110,235	85,023	29.7%
Atlantic		4,437,271		4,232,923		4.8%			18,483,992	18,837,572	(1.9%	)
Pacific		2,225,596		2,286,522		(2.7%	)		12,054,920	11,818,790	2.0%
Total System		18,466,232		18,332,083		0.7%			93,856,033	93,871,346	(0.0%	)
ASMs (000):
Domestic		12,188,166		12,101,689		0.7%			67,135,352	67,036,816	0.1%
Delta Mainline		9,751,023		9,537,949		2.2%			53,123,571	52,064,648	2.0%
Regional		2,437,143		2,563,740		(4.9%	)		14,011,781	14,972,168	(6.4%	)
International		8,909,832		8,714,927		2.2%			45,766,019	46,753,411	(2.1%	)
Latin America		1,502,616		1,455,444		3.2%			9,125,759	8,921,204	2.3%
Delta Mainline		1,477,863		1,429,917		3.4%			8,980,044	8,790,531	2.2%
Regional		24,753		25,527		(3.0%	)		145,716	130,673	11.5%
Atlantic		4,878,548		4,684,475		4.1%			22,363,369	23,321,753	(4.1%	)
Pacific		2,528,668		2,575,008		(1.8%	)		14,276,891	14,510,454	(1.6%	)
Total System		21,097,997		20,816,616		1.4%			112,901,372	113,790,227	(0.8%	)
Load Factor:
Domestic		86.4%		87.7%		(1.3	)	pts	83.1%	83.8%	(0.7	)	pts
Delta Mainline		87.6%		88.8%		(1.2	)	pts	84.7%	85.3%	(0.6	)	pts
Regional		81.2%		83.3%		(2.1	)	pts	76.7%	78.7%	(2.0	)	pts
International		89.1%		88.6%		0.5		pts	83.2%	80.6%	2.6		pts
Latin America		85.1%		82.8%		2.3		pts	82.8%	78.9%	3.9		pts
Delta Mainline		85.1%		83.0%		2.1		pts	82.9%	79.1%	3.8		pts
Regional		84.8%		72.4%		12.4		pts	75.7%	65.1%	10.6		pts
Atlantic		91.0%		90.4%		0.6		pts	82.7%	80.8%	1.9		pts
Pacific		88.0%		88.8%		(0.8	)	pts	84.4%	81.5%	2.9		pts
Total System		87.5%		88.1%		(0.6	)	pts	83.1%	82.5%	0.6		pts
Mainline Completion Factor		99.6%		99.6%		0.0		pts
Passengers Boarded		15,102,494		15,204,907		(0.7%	)		80,137,412	80,700,243	(0.7%	)
Cargo Ton Miles (000):		195,566		206,586		(5.3%	)		1,139,328	1,175,677	(3.1%	)

Endnote:

^a  Results include flights operated under contract carrier arrangements.

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Non-GAAP Reconciliations

Delta sometimes uses information ("non-GAAP financial measures") 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”). Under the U.S. Securities and Exchange Commission rules, non-GAAP financial measures may be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.

Mark-to-market adjustments for fuel hedges recorded in periods other than the settlement period ("MTM adjustments"). We exclude MTM adjustments, which are based on market prices at the end of the reporting period and certain assumptions, as they are not necessarily indicative of the actual future value of the underlying hedge in the contract settlement period to assist investors in evaluating the company’s recurring core operational performance in the period shown.

Average Fuel Price Per Gallon

	(Projected)
	Three Months Ended,
Consolidated	June 30, 2013
Average price per fuel gallon(1)		$3.13 to $3.18
MTM adjustments		(0.13	)
Average price per fuel gallon, adjusted		$3.00 to $3.05

⁽¹⁾ Includes fuel expense incurred under contract carrier arrangements and the impact of fuel hedge activity

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EX-99.2

Exhibit 99.2

 

Note: Guidance for the June quarter 2013 in this investor update excludes special items and mark to market adjustments on out of period fuel hedges unless noted.

Overall Commentary

· Delta expects a June quarter operating margin of 10% to 11%, an improvement over the 9.1% operating margin for the June 2012 quarter.

· June quarter free cash flow is projected at approximately $750 million, which includes the impact of earlier than expected closing of the Virgin transaction for $360million. 

· Unit revenues for the month of June increased 1.0% year over year, led by gains in the trans-Atlantic and Latin entities, which were partially offset by 1 point of system PRASM pressure from yen devaluation. 

· Non-fuel unit costs for the June quarter are projected to increase 2.5% – 3.5% over the same period in the prior year. This reduction from previous guidance is a result of earlier achievement of savings from Delta’s structural cost reduction initiatives.

· Delta is projecting a June quarter economic fuel price of $3.00 to $3.05 per gallon, which includes taxes, settled hedges and refinery impact.

Guidance

	June Quarter 2013
Operating margin	10% – 11%
Free cash flow	~$750 million
Cargo and other revenue	$1.2 billion
Average fuel price per gallon, including taxes, settled hedges and refinery impact	$3.00 - $3.05
Profit sharing expense	$120 million
Non-operating expense	$225 – $275 million
	June Quarter 2013 vs. June Quarter 2012
Passenger unit revenue	Flat
Consolidated CASM, excluding fuel and profit sharing expense	Up 2.5% - 3.5%
System capacity	Up 0.8%

Ancillary Business Expense

· Delta excludes expenses related to its ancillary businesses from its unit cost guidance. Ancillary businesses include third-party Maintenance Repair and Overhaul, Delta Global Services, MLT Vacations and Delta Private Jets. Delta expects to record approximately $175 million of ancillary business expense in the June quarter. The revenue associated with these ancillary businesses is included in Delta’s guidance for cargo and other revenue.

Share count

· Delta expects approximately 858 million weighted average diluted shares and approximately 850 million weighted average basic shares outstanding.

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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 availability of aircraft fuel; the impact of posting collateral in connection with our fuel hedge contracts; the impact of significant funding obligations with respect to defined benefit pension plans; 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; interruptions or disruptions in service at one of our hub airports; our dependence on technology in our operations; disruptions or security breaches of our information technology infrastructure; the ability of our credit card processors to take significant holdbacks in certain circumstances; the possible effects of accidents involving our aircraft; the effects of weather, natural disasters and seasonality on our business; the effects of an extended disruption in services provided by third party regional carriers; failure or inability of insurance to cover a significant liability at the Trainer refinery; the impact of environmental regulation on the Trainer refinery; our ability to retain management and key employees; our ability to use net operating losses to offset future taxable income; competitive conditions in the airline industry; the effects of extensive government regulation on our business; the effects of terrorist attacks; the effects of the rapid spread of contagious illnesses; and the costs associated with insurance.  

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 Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2012.  Caution should be taken not to place undue reliance on our forward-looking statements, which represent our views only as of July 2, 2013, and which we have no current intention to update.

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Non-GAAP Reconciliations

Delta sometimes uses information ("non-GAAP financial measures") 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”). Under the U.S. Securities and Exchange Commission rules, non-GAAP financial measures may be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. The tables below show reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Delta excludes special items because management believes the exclusion of these items is helpful to investors to evaluate the company’s recurring core operational performance in the period shown.

Cost per Available Seat Mile or Unit Cost ("CASM"). In addition to the special items described above, we exclude the following items from consolidated CASM to evaluate the company’s non-fuel financial performance:

• Aircraft fuel and related taxes. Management believes the volatility in fuel prices impacts the comparability of year-over-year non-fuel financial performance.

• Ancillary businesses. Management believes excluding ancillary business costs is helpful to investors because ancillary costs are not related to the generation of a seat mile. These businesses include aircraft maintenance and staffing services we provide to third parties and our vacation wholesale operations.

• Profit sharing. Management believes the exclusion of this item provides a more meaningful comparison of our results to the airline industry and prior years’ results.

Delta presents free cash flow because management believes this metric is helpful to investors to evaluate the company's ability to generate cash that is available for use for debt service or general corporate initiatives.

Operating Margin

	Three Months Ended June 30,
	2013			2012
		(Projected)
Operating margin		8.5% to 9.5	%		1.4	%
Items excluded:
MTM adjustments		1.3	%		5.7	%
Restructuring and other items		0.2	%		2.0	%
Operating margin excluding special items		10% to 11	%		9.1	%

CASM-Ex

	(Projected)
	% Change
	Three Months Ended,
	June 30, 2013
CASM		-8.5% to -7.5	%
Items excluded:
Aircraft fuel and related taxes		3.5	%
Ancillary businesses		1.0	%
Restructuring and other items		1.5	%
MTM Adjustments		5.0	%
CASM-Ex		2.5% to 3.5	%

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Average Fuel Price Per Gallon

	(Projected) Three Months Ended,
Consolidated	June 30, 2013
Average price per fuel gallon(1)		$3.13 to$ 3.18
MTM adjustments		(0.13	)
Average price per fuel gallon, adjusted		$3.00 to $3.05

⁽¹⁾ Includes fuel expense incurred under contract carrier arrangements and the impact of fuel hedge activity

Free Cash Flow

	(Projected) Three Months Ended,
(in millions)	June 30, 2013
Net cash provided by operating activities (GAAP)		$ 1,275
Net cash used in investing activities (GAAP)		(600	)
Adjustment:
SkyMiles used pursuant to advance purchase under AMEX agreements		75
Total free cash flow		$ 750

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