t63510_8k.htm

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): August 25, 2008

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August 25, 2008, Delta Air Lines, Inc. borrowed the entire amount of its $1.0 billion first-lien revolving credit facility (the “Revolving Facility”), which is a part of Delta’s senior secured exit financing facility (the “Exit Facilities”). For additional information about the Revolving Facility and the Exit Facilities, including a description of maturity dates, interest rates, guarantees, collateral, and covenants, see Note 6 of the Notes to the Consolidated Financial Statements in Delta’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

Item 8.01 Other Events.

Delta today issued a memorandum to employees regarding the borrowing under the Revolving Facility and an amendment to its Visa/MasterCard credit card processing agreement. A copy of the memorandum is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1

Memorandum dated August 25, 2008 from Edward H. Bastian to Delta Colleagues Worldwide titled “Strengthening Delta’s Liquidity Position”

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/ Edward H. Bastian
		Edward H. Bastian
Date: August 25, 2008		President and Chief Financial Officer



	Internal Memorandum

	Date: August 25, 2008

To:	Delta Colleagues Worldwide
From:	Ed Bastian
Subject:	Strengthening Delta’s Financial Position

Today we announced two important financial transactions that I wanted to share with you. Each will strengthen Delta’s financial position as we prepare for the closing of our merger with Northwest.

First, today we borrowed the entire amount of Delta’s $1 billion revolving credit facility. Simply put, we have taken this action to increase our cash balance as we approach the closing of the merger. We believe this will provide us with the utmost in flexibility – at minimal cost – as we prepare for this critical transition. Delta has a strong liquidity position ($3.7 billion at the end of July) and we believe we will have more than sufficient cash on hand at closing to manage the integration process and run the day-to-day business.

Second, last week, Delta amended its Visa/MasterCard credit card processing agreement to extend the contract period through December 31, 2011. Importantly, there will continue to be no cash holdback, or reserve, required under the revised terms of the agreement. We are pleased with the revised terms that determine when the processor may require a holdback in the future and believe they are quite manageable.

The agreement also provides for all Visa/MasterCard processing for Northwest following the close of the merger. The favorable processing fees we were able to obtain will also apply to Northwest following the merger, and represent real progress toward achieving our cost synergy goals.

These actions are part of the work being done by the Delta/Northwest integration teams in preparation for the combination of our two great companies. As promised, we will continue to share updates and keep you informed of other significant developments as they happen.