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): December 2, 2016

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 an Investor Update which is furnished as Exhibit 99.1 to this Form 8-K.

Delta also issued today a press release reporting November 2016 financial and operating results. The press release is attached 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 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 impact of rebalancing our hedge portfolio, recording mark-to-market adjustments or posting collateral in connection with our fuel hedge contracts; the availability of aircraft fuel; the effects of terrorist attacks or geopolitical conflict; the possible effects of accidents involving our aircraft; 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 or gateway airports; disruptions or security breaches of our information technology infrastructure; our dependence on technology in our operations; 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 Monroe’s Trainer refinery; the impact of environmental regulation on the Trainer refinery, including costs related to renewable fuel standard regulations; our ability to retain management and key employees; competitive conditions in the airline industry; the effects of extensive government regulation on our business; the sensitivity of the airline industry to prolonged periods of stagnant or weak economic conditions; uncertainty in economic conditions and regulatory environment in the United Kingdom related to the likely exit of the United Kingdom from the European Union; and the effects of the rapid spread of contagious illnesses.

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, 2015 and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016. Caution should be taken not to place undue reliance on our forward-looking statements, which represent our views only as of December 2, 2016, and which we have no current intention to update.

Item 9.01          Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit 99.1	Investor Update
Exhibit 99.2	Press Release dated December 2, 2016 titled “Delta Reports Financial and Operating Performance for November 2016”

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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
	Paul A. Jacobson Executive Vice President and Chief Financial Officer

Date:  December 2, 2016

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EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Investor Update
Exhibit 99.2	Press Release dated December 2, 2016 titled “Delta Reports Financial and Operating Performance for November 2016”

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EX-99.1

Exhibit 99.1

1 Overall Commentary Guidance • Delta expects a December quarter operating margin of 9.5 - 10.5%, including the full 2016 impact of the new pilot contract which was ratified on December 1, 2016. • Excluding the impact of the pilot contract, Delta’s December quarter operating margin would be at the high end of its guidance range provided in October. • Non - fuel unit costs including profit sharing for the quarter are expected to be up approximately 10% versus the prior year. • Delta’s new pilot contract includes a retroactive adjustment to January 1, 2016, which will be accrued in the December quarter. The total expense impact in the quarter is $475 million, of which $380 million relates to the retroactive periods. • Consolidated passenger unit revenue (PRASM) for the month of November declined 1.0% year over year. The company continued to see stabilization of close - in domestic yields and positive unit revenues in Latin America. Prior year foreign currency hedge gains were a 0.5 point headwind for the month. • For the December quarter, Delta still expects unit revenue to decline in the 3% - 5% range. December Quarter 2016 Operating margin 9.5 - 10.5% Cargo and other revenue $1.35 – $1.45 billion Average fuel price per gallon $1.55 - $1.60 Profit sharing expense ~$170 million December Quarter 2016 vs. December Quarter 2015 Passenger unit revenue Down 3 - 5% CASM - Ex including Profit Sharing Up ~10% System capacity Up ~1% December 2, 2016 • Note: Information for the December 2016 quarter in this investor update does not include the impact of special items, including MTM adjustments and settlements, that cannot be estimated at this time. Fuel Delta’s expected fuel price of $1.55 - $1.60 includes taxes, transportation, and refinery results. CASM - Ex Delta excludes fuel and certain other expenses from its unit cost guidance. Other expenses include the costs associated with third - party Maintenance Repair and Overhaul, Delta Global Services, Delta Vacations, Delta Private Jets, and refinery cost of sales to third parties. Delta expects to record roughly $300 million of other expenses in the December quarter. The revenue associated with these expenses is included in Delta's guidance for cargo and other revenue.

2 Forward Looking Statements Profit Sharing Delta’s employee profit sharing program for its ground and flight attendant employees currently pays 10% of the company’s adjusted annual pre - tax profit up to the prior year’s adjusted annual pre - tax profit and 20% above that amount (adjusted pretax profit for 2015 was $7.35 billion). Delta’s employee profit sharing program for its pilots currently pays 10% up to $2.5 billion in adjusted annual pre - tax profit and 20% above that amount. Profit sharing expense is accrued at a blended rate based on the company’s estimated profitability for the full year. Taxes Our December 2016 quarter results will reflect a 35% tax rate. There will be no material impact to cash as Delta’s net operating loss carryforwards will largely offset cash taxes. 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 effects of terrorist attacks or geopolitical conflict; the cost of aircraft fuel; the impact of rebalancing our hedge portfol io, recording mark - to - market adjustments or posting collateral in connection with our fuel hedge contracts; the availability of aircraft fuel; the possible effects of accidents involving our aircraft; the restrictions that financial covenants in our fin anc ing agreements will have on our financial and business operations; labor issues; interruptions or disruptions in service at one o f our hub or gateway airports; disruptions or security breaches of our information technology infrastructure; our dependence on technology in our operations; 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 signi fic ant liability at Monroe’s Trainer refinery; the impact of environmental regulation on the Trainer refinery, including costs relat ed to renewable fuel standard regulations; our ability to retain management and key employees; competitive conditions in the airlin e industry; the effects of extensive government regulation on our business; the sensitivity of the airline industry to prolonge d periods of stagnant or weak economic conditions, including the effects of Brexit; and the effects of the rapid spread of contagious illnesses. 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, 2015 and our Quarterly Report on Form 10 - Q for the quarterly period ended June 30, 2016. Caution should be taken not to place undue reliance on our forward - looking statements, which represent our views only as of Dec. 2, 2016, and which we have no current intention to update. Delta sometimes uses information ("non - GAAP financial measures") that is derived from the 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. Forward Looking Projections . The Company does not reconcile forward looking non - GAAP financial measures due to the impact of special items, including MTM adjustments and settlements, which will not be known until the end of the period. Non - GAAP Financial Measures

EX-99.2

Exhibit 99.2

 

CONTACT:	Corporate Communications
	404-715-2554
	news archive at news.delta.com
	Investor Relations
	404-715-2170

Delta Reports Financial and Operating Performance for November 2016

ATLANTA, December 2, 2016 – Delta Air Lines (NYSE: DAL) today reported financial and operating performance for November 2016.

Consolidated passenger unit revenue (PRASM) for the month of November declined 1.0% year over year. The company continued to see stabilization of close-in domestic yields and positive unit revenues in Latin America. Prior year foreign currency hedge gains were a 0.5 point headwind for the month.

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

Preliminary Financial and Operating Results
November consolidated PRASM change year over year	(1.0)%
November mainline completion factor	100.0%
November on-time performance (preliminary DOT A14)	91.4%

Delta Air Lines serves nearly 180 million customers each year. In 2016, Delta was named to Fortune’s top 50 Most Admired Companies in addition to being named the most admired airline for the fifth time in six years. Additionally, Delta has ranked No.1 in the Business Travel News Annual Airline survey for an unprecedented six consecutive years. With an industry-leading global network, Delta and the Delta Connection carriers offer service to 323 destinations in 57 countries on six continents. Headquartered in Atlanta, Delta employs more than 80,000 employees worldwide and operates a mainline fleet of more than 800 aircraft. The airline is a founding member of the SkyTeam global alliance and participates in the industry’s leading transatlantic joint venture with Air France-KLM and Alitalia as well as a joint venture with Virgin Atlantic. Including its worldwide alliance partners, Delta offers customers more than 15,000 daily flights, with key hubs and markets including Amsterdam, Atlanta, Boston, Detroit, Los Angeles, Minneapolis/St. Paul, New York-JFK and LaGuardia, London-Heathrow, Paris-Charles de Gaulle, Salt Lake City, Seattle and Tokyo-Narita. Delta has invested billions of dollars in airport facilities, global products and services, and technology to enhance the customer experience in the air and on the ground. Additional information is available on the Delta News Hub, as well as delta.com, Twitter @DeltaNewsHub, Google.com/+Delta, and Facebook.com/delta.

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			Monthly Traffic Results (a)				Year to Date Traffic Results (a)
			Nov 2016	Nov 2015	Change		Nov 2016	Nov 2015	Change
RPMs (000):
	Domestic		10,470,710	10,083,688	3.8%		120,143,514	116,102,513	3.5%
		Delta Mainline	8,770,116	8,391,211	4.5%		101,077,913	96,955,339	4.3%
		Regional	1,700,594	1,692,477	0.5%		19,065,601	19,147,174	(0.4%)
	International		5,140,049	5,476,289	(6.1%)		76,145,286	77,143,517	(1.3%)
		Latin America	1,311,157	1,300,964	0.8%		17,940,452	17,313,186	3.6%
		Delta Mainline	1,273,431	1,262,374	0.9%		17,436,169	16,943,048	2.9%
		Regional	37,727	38,590	(2.2%)		504,284	370,138	36.2%
		Atlantic	2,334,446	2,534,657	(7.9%)		37,091,498	37,749,387	(1.7%)
		Pacific	1,494,446	1,640,668	(8.9%)		21,113,336	22,080,944	(4.4%)
	Total System		15,610,759	15,559,977	0.3%		196,288,800	193,246,030	1.6%
ASMs (000):
	Domestic		12,038,988	11,771,923	2.3%		140,952,072	134,918,382	4.5%
		Delta Mainline	9,973,812	9,674,607	3.1%		117,197,372	111,212,933	5.4%
		Regional	2,065,177	2,097,316	(1.5%)		23,754,700	23,705,449	0.2%
	International		6,327,574	6,728,140	(6.0%)		91,205,515	92,441,634	(1.3%)
		Latin America	1,515,907	1,590,351	(4.7%)		21,114,669	20,914,114	1.0%
		Delta Mainline	1,465,355	1,541,006	(4.9%)		20,479,930	20,442,512	0.2%
		Regional	50,552	49,345	2.4%		634,739	471,602	34.6%
		Atlantic	3,045,687	3,211,596	(5.2%)		46,045,852	45,802,226	0.5%
		Pacific	1,765,980	1,926,193	(8.3%)		24,044,993	25,725,294	(6.5%)
	Total System		18,366,562	18,500,063	(0.7%)		232,157,587	227,360,016	2.1%
Load Factor:
	Domestic		87.0%	85.7%	1.3	pts	85.2%	86.1%	(0.9)	pts
		Delta Mainline	87.9%	86.7%	1.2	pts	86.2%	87.2%	(1.0)	pts
		Regional	82.3%	80.7%	1.6	pts	80.3%	80.8%	(0.5)	pts
	International		81.2%	81.4%	(0.2)	pts	83.5%	83.5%	0.0	pts
		Latin America	86.5%	81.8%	4.7	pts	85.0%	82.8%	2.2	pts
		Delta Mainline	86.9%	81.9%	5.0	pts	85.1%	82.9%	2.2	pts
		Regional	74.6%	78.2%	(3.6)	pts	79.4%	78.5%	0.9	pts
		Atlantic	76.6%	78.9%	(2.3)	pts	80.6%	82.4%	(1.8)	pts
		Pacific	84.6%	85.2%	(0.6)	pts	87.8%	85.8%	2.0	pts
	Total System		85.0%	84.1%	0.9	pts	84.5%	85.0%	(0.5)	pts
Mainline Completion Factor			100.0%	100.0%	0.0	pts
Passengers Boarded			14,664,162	14,356,953	2.1%		169,079,551	165,137,565	2.4%
Cargo Ton Miles (000):			159,911	172,066	(7.1%)		1,815,222	2,021,828	(10.2%)

^a Results include flights operated under contract carrier arrangements

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