DELTA AIR LINES, INC. (NYSE:DAL) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March13, 2019, Delta and U.S. Bank Trust National Association, as subordination agent (the Subordination Agent) and pass through trustee (the Trustee) under two pass through trusts newly formed by Delta, entered into 14 separate Participation Agreements, dated as of March13, 2019 (each, a Participation Agreement and, collectively, the Participation Agreements). The Participation Agreements provide for the issuance by Delta of equipment notes (the Equipment Notes) in the aggregate principal amount of $500,000,000 secured by (i)two AirbusA220-100aircraft, (ii)six AirbusA321-211aircraft, (iii)two AirbusA350-941aircraft and (iv)four Boeing737-900ERaircraft, delivered new to Delta from May 2018 through December 2018 (each such aircraft, an Aircraft and, collectively, the Aircraft), and which are substantively identical with respect to each model of Aircraft. The Equipment Notes were issued under separate Indenture and Security Agreements (each, an Indenture and, collectively, the Indentures) entered into by Delta and U.S. Bank Trust National Association, as loan trustee (the Loan Trustee), on March13, 2019, with respect to each Aircraft.

The Equipment Notes were issued in two series: Series AA, bearing interest at the rate of 3.204% per annum, and Series A, bearing interest at the rate of 3.404% per annum, in the aggregate principal amount equal to $425,000,000, in the case of Series AA, and $75,000,000, in the case of Series A. The Equipment Notes were purchased by the Trustee using the proceeds from the sale of a total of $500,000,000 of Delta Air Lines, Inc. Pass Through Certificates, Series 2019-1 (the Certificates) through the two newly formed pass through trusts. to separate Revolving Credit Agreements, each dated March13, 2019, between Commonwealth Bank of Australia, acting through its New York Branch, as liquidity provider (the Liquidity Provider), and the Subordination Agent, the Liquidity Provider will provide a separate liquidity facility for each Classof Certificates, in each case in an amount sufficient to make three semiannual interest distributions on the outstanding balance of the Certificates of such Class.

The interest on the Equipment Notes is payable semiannually on each April25 and October25, beginning on October25, 2019. The entire principal amount of the Equipment Notes is scheduled to be paid on April25, 2024 for each of the Series AA Equipment Notes and the Series A Equipment Notes. Maturity of the Equipment Notes may be accelerated upon the occurrence of certain events of default, including failure by Delta (in some cases after notice or the expiration of a grace period, or both) to make payments under the applicable Indenture when due or to comply with certain covenants, as well as certain bankruptcy events involving Delta. The Equipment Notes issued with respect to each Aircraft will be secured by a lien on such Aircraft and will also be cross-collateralized by the other Aircraft.

This Current Report on Form 8-K is being filed, in part, for the purpose of filing as exhibits to the Registration Statement (as defined below) the documents listed in Item 2.03 below, some of which are described below and all of which are hereby incorporated by reference in the Registration Statement. The descriptions of the agreements described in this Current Report on Form 8-K are qualified in their entirety by reference to the respective agreements, copies of which are filed herewith or incorporated herein as exhibits.

Item 2.03. Other Events.

On March6, 2019, Delta entered into an underwriting agreement (the Underwriting Agreement) with Credit Suisse Securities (USA) LLC, as representative of the several underwriters named on Schedule I to the Underwriting Agreement (collectively, the Underwriters), in connection with the issuance and sale of the Certificates.

The Certificates are being offered to the Prospectus Supplement, dated March6, 2019 (the Prospectus Supplement), to the Prospectus, dated March6, 2019, which forms a part of Deltas automatic shelf registration statement on Form S-3 (Registration No.333-230087) (the Registration Statement), filed with the Securities and Exchange Commission on March6, 2019.

The Underwriting Agreement contains customary representations, warranties, covenants and closing conditions for a transaction of this type. The Underwriting Agreement also contains provisions to which Delta agrees to hold harmless and indemnify the Underwriters against damages under certain circumstances, which are customary for a transaction of this type.

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