8-K

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):  June 18, 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 7.01  Regulation FD Disclosure

Edward H. Bastian, President and Chief Financial Officer of Delta today will present to the 2008 Merrill Lynch Global Transportation Conference.  Materials to be used in conjunction with the presentation are furnished as Exhibit 99.1 to this Form 8-K.  Delta is also issuing a related press release, 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 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 hereto that are not historical facts, including statements regarding Delta’s 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 that Delta’s indebtedness will have on its financial and operating activities and Delta’s ability to incur additional debt; the restrictions that financial covenants in Delta’s financing agreements will have on Delta’s financial and business operations; labor issues; interruptions or disruptions in service at one of Delta’s hub airports; Delta’s increasing dependence on technology in its operations; Delta’s ability to retain management and key employees; the ability of Delta’s 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 Delta’s Securities and Exchange Commission filings, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2007. Caution should be taken not to place undue reliance on Delta’s forward-looking statements, which represent Delta’s views only as of June 18, 2008, and which Delta has no current intention to update.

Forward-looking statements that relate to our proposed merger transaction with Northwest Airlines Corporation include, without limitation, our expectations with respect to the synergies, costs and charges and capitalization, anticipated financial impacts of the merger transaction and related transactions; approval of the merger transaction and related transactions by stockholders; the satisfaction of the closing conditions to the merger transaction and related transactions; and the timing of the completion of the merger transaction and related transactions.  Factors that may cause the actual results to differ materially from the expected results include, but are not limited to, the possibility that the expected synergies will not be realized, or will not be realized within the expected time period, due to, among other things, (1) the airline pricing environment; (2) competitive actions taken by other airlines; (3) general economic conditions; (4) changes in jet fuel prices; (5) actions taken or conditions imposed by the United States and foreign governments; (6) the willingness of customers to travel; (7) difficulties in integrating the operations of the two airlines; (8) the impact of labor relations, and (9) fluctuations in foreign currency exchange rates.  Other factors include the possibility that the merger does not close, including due to the failure to receive required stockholder or regulatory approvals, or the failure of other closing conditions.

In connection with the proposed merger with Northwest, Delta  filed with the Securities and Exchange Commission a Registration Statement on Form S-4 that includes a joint proxy statement of Delta and Northwest that also constitutes a prospectus of Delta.  Delta and Northwest will mail the joint proxy statement/prospectus to their stockholders when it becomes available.  Delta and Northwest urge investors and security holders to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from Delta’s website (www.delta.com) under the tab “About Delta” and then under the heading “Investor Relations” and then under the item “SEC Filings.” You may also obtain these documents, free of charge, from Northwest’s website (www.nwa.com) under the tab “About Northwest” and then under the heading “Investor Relations” and then under the item “SEC Filings and Section 16 Filings.”  

Delta, Northwest and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from Delta and Northwest stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Delta and Northwest stockholders in connection with the proposed merger will be set forth in the proxy statement/prospectus. You can find information about Delta’s executive officers and directors in its Annual Report on Form 10-K (including any amendments thereto) and in its definitive proxy statement filed with the SEC related to Delta’s 2008 Annual Meeting of Stockholders. You can find information about Northwest’s executive officers and directors in its Annual Report on Form 10-K (including any amendments thereto), Current Reports on Form 8-K and other documents that have previously been filed with the SEC since May 31, 2007 as well as in its definitive proxy statement to be filed with the SEC related to Northwest’s 2008 Annual Meeting of Stockholders. You can obtain free copies of these documents from Delta and Northwest using the contact information above.

ITEM 9.01  Financial Statements and Exhibits

(d)  Exhibits

99.1  Presentation

99.2 Press release dated June 18, 2008 titled “Delta President and CEO Provides Update on Response to Record Fuel Prices, Ongoing Steps to Build Industry-Leading Global Airline.”

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

President and Chief Financial Officer

June 18, 2008

EX-99.1

Exhibit 99.1

Delta Air Lines:
Challenging Times Require Aggressive Action

Ed Bastian

President and Chief Financial Officer

June 18, 2008

1

Safe Harbor

This presentation contains various projections and other forward-looking statements which represent Delta’s estimates or
expectations regarding future events.All forward-looking statements involve a number of assumptions, risks and
uncertainties, many of which are beyond Delta’s control, that could cause the actual results to differ materially from the
projected results.Factors which could cause such differences include, without limitation, business, economic,
competitive, industry, regulatory, market and financial uncertainties and contingencies, as well as the “Risk Factors”
discussed in Delta’s Form 10-K filed with the SEC on February 15, 2008.Caution should be taken not to place undue
reliance on Delta’s forward-looking statements, which represent Delta’s views only as of the date of this presentation, and
which Delta has no current intention to update.

In this presentation, we will discuss certain non-GAAP financial measures in talking about our company’s performance.
You can find the reconciliations of those measures to comparable GAAP measures on our website at delta.com.

In connection with its proposed merger with Northwest, Delta will file with the Securities and Exchange Commission
(“SEC”) a Registration Statement on Form S-4 that will include a joint proxy statement of Delta and Northwest that also
constitutes a prospectus of Delta.  Delta and Northwest will mail the joint proxy statement/prospectus to their
stockholders.Delta and Northwest urge investors and security holders to read the joint proxy statement/prospectus
regarding the proposed merger when it becomes available because it will contain important information. You may obtain
copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov).
You may also obtain these documents, free of charge, from Delta’s website (www.delta.com) under the tab “About Delta”
and then under the heading “Investor Relations” and then under the item “SEC Filings.” You may also obtain these
documents, free of charge, from Northwest’s website (www.nwa.com) under the tab “About Northwest” and then under
the heading “Investor Relations” and then under the item “SEC Filings and Section 16 Filings.”  

Delta, Northwest and their respective directors, executive officers and certain other members of management and
employees may be soliciting proxies from Delta and Northwest stockholders in favor of the merger. Information regarding
the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Delta and Northwest
stockholders in connection with the proposed merger will be set forth in the proxy statement/prospectus when it is filed
with the SEC. You can find information about Delta’s executive officers and directors in its Annual Reports on Form 10-K
for the year ended December 31, 2007 as well as in its definitive proxy statement filed with the SEC related to Delta’s
2008 Annual Meeting of Stockholders. You can find information about Northwest’s executive officers and directors in its
Annual Reports on Form 10-K (including any amendments thereto), Current Reports on Form 8-K and other documents
that have previously been filed with the SEC since May 31, 2007 as well as in its definitive proxy statement to be filed
with the SEC related to Northwest’s 2008 Annual Meeting of Stockholders. You can obtain free copies of these
documents from Delta and Northwest using the contact information above.

2

Mitigate $4 billion impact
from fuel run-up

Recreate business model
through strategic
initiatives

Maintain a strong
liquidity position

Only the strongest will survive
the industry crisis

Fuel and economy present
serious challenge to cash flow

Delta’s Action Plan

Unprecedented fuel prices

Delta - - Challenging Times Require Aggressive Action

3

2008 Jet Fuel Expense Will Break 2007 Record

Note: Expense and consumption are for US passenger and cargo airlines;

Source:Air Transport Association, Energy Information Administration, Department of Transportation

High Fuel Costs Are An Industry Reality

$22.7

$33.1

$38.5

$41.2

$61.2

$16.4

$14.8

$12.7

$15.2

0

10

20

30

40

50

60

70

2000

2001

2002

2003

2004

2005

2006

2007

2008F

Expense ($)

Consumption (Gals.)

($0.81)

($0.78)

($0.71)

($0.85)

($1.16)

($1.66)

($1.97)

($2.10)

($3.40)

4

Passenger
Revenue
Increases

$1.3B

Fuel Hedging
Benefits

$0.8B

Revenue/Cost
Initiatives

$0.6B

•Strong top-line
growth

•RASM gap to the
industry closed a
year ahead of
schedule

•13% reduction in
domestic capacity for
2H08

•Benefits from 3+
years of international
network investment

•Multi-year hedge strategy
implemented

•2008 - 2010 hedge portfolio
valued at $1.5 billion

•Cost discipline and
technology

•Revenue
improvements from
increased passenger
fees and growth in
cargo/ancillary
businesses

•Continued benefits from international
expansion / domestic rationalization

•Recreate business model

•Over $1B in merger synergies

•Transatlantic JV

Gap to
Address

$1.1B

Aggressive Actions Cover $3 Billion of $4 Billion Fuel Impact

5

Capacity Change

Summer 2005 - Summer 2008

RASM improvements driven by domestic capacity reductions, international network
investment, and aggressive yield management

Delta Is Delivering Strong Top-Line Growth

RASM as % of Industry
Average 2005 - 2008

Capacity Change

2H 2008 vs. 2H 2007

-13%

14%

-4%

6

2008 Hedges To Offset $1 Billion In Fuel Price Impact

2Q 2008

3Q 2008

4Q 2008

2009

2010

Percent

Hedged

Jet Fuel

Equivalent Cap

49%

46%

40%

22%

5%

$2.76

$2.88

$3.30

$3.45

$3.05

Total value of
$1.5 billion

• Hedges also bolster cash balance - approximately $900 million of margin on fuel
hedges held in cash at May 31

Note: Hedge position as of June 13, 2008

Long-Term Fuel Hedge Strategy in Place

7

Domestic capacity
reductions

Employee programs

Aggressive changes to
business model

•Increased passenger fees and charges

•Growth in cargo and ancillary revenues

•Leverage technology and strict cost discipline to
drive savings in every area of the business

•Over 4,000 employees chose to participate in
voluntary reduction programs - double the original
goal

•$200 million in annual savings

•Domestic capacity down 13% in 2H08 with
flexibility to do more

•Committed to taking out all costs from reduced
flying

•Mainline ex-fuel costs flat year-over-year by 4Q

Initiatives Target All Areas Of Delta’s Business

8

Expecting A Profitable June Quarter

Current

Previous

Operating Margin

3 - 4%

3 - 5%

Fuel Price, all-in

$3.18

$3.13

Mainline Non-Fuel CASM (vs. PY)

Up 1 - - 2%

Up 1 - - 2%

System Capacity (vs. PY)

Up 1 - - 2%

Up 0 - - 2%

Domestic

Down 6 - 7%

Down 5 - 7%

International

Up 16 - - 17%

Up 15 - - 17%

Note: Projections exclude special items

June Quarter In Line With Previous Guidance

9

Fuel Prices Require Incremental Capacity Reductions

Targeting flat mainline ex-fuel CASM by fourth quarter

Commitment to pulling out associated costs

10

Delta Maintains A Strong Liquidity Position

Note: Liquidity balance includes cash and short term securities and $1B of undrawn revolver, and operating cash flow excludes fuel price increase
from 2007 to 2008

Cash Flow December 2007 vs. December 2008 ($B)

Fuel Price

Impact,

Net of Hedges

Unrestricted

Liquidity Balance

12/31/07

Unrestricted

Liquidity Balance

12/31/08

Net Debt

Issuance

3.2

3.8

(1.3)

Cap Ex

0.2

(3.0)

3.5

Operating

Cash Flow

Only $600 million liquidity change from $4 billion increase in fuel

Cash Preservation A Priority In Current Fuel Environment

11

Creating America’s Premier Global Airline

Delta/Northwest Merger Is A Game-Changing Transaction

•Revenue-generating potential of global network combined with best-in-
class cost structure makes Delta a formidable competitor for the long-
term

•Combination brings together unique, non-replicable assets

•#1 or #2 market share in every global market

•Combined carrier will have ~20% of domestic capacity with unparalleled
fleet flexibility

•Significant synergies resulting from transaction

12

Unique

Asia slot portfolio

& 787 order book

Optimized &
enhanced Tokyo
hub

1952 US-Japan treaty
governs air-service rights

Extensive domestic
network

KLM JV

4-way JV initiated

Largest immunized JV with
31% of transatlantic
capacity

Air France JV

Asia & Canada

Diversified global
network

Capital intensive to
replicate organically

Europe, Middle
East, Africa &
Latin America

100-seaters and
large widebodies

Right plane for the
right route

Capital intensive and
limited order books

Small and mid-
sized aircraft

>$2B cost
savings in
Chapter 11

Best-in-class CASM

Requires Chapter 11
restructuring

>$2B cost
savings in
Chapter 11

Northwest Strength

Difficult to Replicate

+

=

&

Delta Strength

Strategic Advantages Cannot Be Easily Replicated

Delta / Northwest Combination Creates A Powerful Competitor

13

Over $1 Billion in Annual Synergies Modeled …	…With Room for Upside
•Fleet optimization	•Joint venture
•Network presence	•Affinity card
•Selling expenses	•Loyalty program
•Information Technology	•Regional flying portfolio
•Overhead reduction	•Growth of ancillary businesses
•Facilities and station overlap	•Cargo
•Supply chain

Significant Synergies Resulting From Transaction

14

File Hart-

Scott-Rodino

 with
Department of
Justice and
make other
regulatory
filings

Complete
regulatory
process

Shareholder
approval

Close
merger

Begin
integrating
airlines

April 2008

Fall/Winter 2008

INTEGRATION PLANNING

Merger On Track to Close By The End of 2008

15

Mitigate impact from
fuel prices

Strengthen foundation
with Northwest merger

Maintain a strong
liquidity position

Increased revenues, improved productivity and
aggressive hedging will mitigate $3 billion of the
$4 billion impact from fuel in 2008 … continue

to transform business model

Revenue-generating potential of a global
network, best-in-class cost structure, and strong
balance sheet make Delta a formidable
competitor for the long-term

Strong operating cash flows allow for only
modest change in liquidity despite multi-billion
dollar impact of fuel prices … liquidity raising
initiatives under review

Strategically Positioned for Long-Term Success

Delta - - Challenging Times Require Aggressive Action

16

Non-GAAP Reconciliations

17

Length of Haul Adjusted PRASM

18

Operating Margin

19

Mainline Non-Fuel CASM

EX-99.2

Exhibit 99.2

Delta President and CFO Provides Update on Response to Record Fuel Prices,

Ongoing Steps to Build Industry-Leading Global Airline

Delta adds to previously announced capacity changes, now expects to reduce domestic capacity 13

percent in second half of 2008; international growth remains on track

Company guides to profitable June quarter, excluding special items

NEW YORK, June 18, 2008 – Delta Air Lines (NYSE: DAL) President and Chief Financial Officer Edward H. Bastian today at the Merrill Lynch Global Transportation Conference will provide updated guidance on the company’s efforts to fight rising fuel costs and its long-term approach to building a sustainable, profitable business model. Proactive initiatives focus on:

·  Improving profitability through continued domestic capacity rationalization and building a diverse international network which includes service to unique and emerging markets. Delta consolidated domestic capacity is now expected to be down 13 percent during the second half of the year, an increase from the 10 percent reduction announced in March; international capacity expected to be up 14 percent for the same period.

·  Maintaining a strong liquidity position, despite the $4 billion impact in 2008 of unprecedented fuel prices.

·  Completing the proposed merger with Northwest Airlines to build a strong global competitor with increased cost and revenue synergies.

“Delta has been a first-mover to aggressively respond to the challenges facing our industry with domestic capacity cuts, associated cost reductions, and a focus on preserving liquidity,” Bastian said. “These actions combined with our game-changing merger with Northwest are positioning Delta for long-term success as a strong competitor against any airline around the globe.”

Improving profitability through international growth, domestic capacity reductions

By successfully realigning its network to rationalize domestic capacity while expanding globally, Delta’s revenue per available seat mile has improved from 86 percent of industry average in 2005 to 102 percent of industry average through the first four months of 2008. International flying continues to be a strong component of the carrier’s business plan with service to five continents and 20 new international routes launched in 2008. International capacity for the year is expected to be up 15-17 percent – in line with previous guidance.

In response to rising fuel costs, the company is adding to previously announced plans to reduce domestic capacity by 10 percent year over year in the second half this year and now plans for total domestic capacity reductions of 13 percent in the second half of 2008. As previously announced, Delta plans to remove the equivalent of 15-20 mainline and 60-70 regional jet aircraft from its operation by the end of 2008.

While capacity reductions have resulted in some market cancellations, most are being made through frequency and point-to-point reductions, as well as seasonal adjustments. Delta will continue to monitor the economic and fuel environment and make additional adjustments as necessary.

“The diversity of Delta’s network has provided the financial balance we need to counteract the soft U.S. economy and tough fuel environment. International routes continue to be a boon for us as we carefully manage domestic capacity. While it’s important to maintain a broad domestic presence for our customers and employees, as well as to feed international routes, we remain flexible and will make additional adjustments if needed,” said Bastian.

Delta in December began adjusting domestic capacity in light of record fuel costs. Previously announced route cancellations have included service between Orlando and cities such as Las Vegas; Fort Lauderdale, Fla.; and Little Rock, Ark., as well as nonstop flights between Boston and cities such as Charleston, S.C. and Greensboro, N.C.

While a small number of additional market cancellations are expected as fall schedules are finalized, most reductions are being achieved through frequency reductions and by eliminating a number of unprofitable routes with particular focus on point-to-point flights that can more profitably and efficiently be served via Delta’s hubs.  Sample cancellations, effective late summer, include flights between:

·  Orlando, Fla. and Nashville, Tenn.; Key West, Fla.; Raleigh-Durham, N.C.; Birmingham, Ala.; Columbus, Ohio; Lexington, Ky.; New Orleans, La.; Panama City, Fla.; Richmond, Va.; Louisville, Ky.; and Knoxville, Tenn.

·  Boston and Jacksonville, Fla. and Norfolk, Va.;

·  Las Vegas and Los Angeles; and

·  Pensacola, Fla. and Fort Lauderdale and Tampa, Fla.;

As part of Delta’s commitment to both provide employees with flexibility and remove costs associated with capacity reductions, the airline in March was the first U.S. carrier to announce voluntary retirement and early out programs for employees. With more than 4,000 Delta and Delta Technology employees electing to participate in the programs, the airline is positioned ahead of the industry to achieve cost reductions associated with capacity pull downs.

Expecting profitable June quarter, excluding special items; maintains strong liquidity position

Delta expects a profitable June quarter excluding special items1, and expectations remain in line with previous guidance. Despite a $4 billion increase in fuel costs in 2008, the airline’s liquidity remains strong thanks to a solid operating cash flow, controlled capital expenditures and aggressive fuel hedge program. The airline expects to end 2008 with $3.2 billion in unrestricted liquidity, down just $600 million from Dec. 31, 2007.

Delta’s aggressive, multiyear fuel hedge strategy is expected to offset nearly $1 billion in fuel cost impact for 2008 and continue to provide benefits in subsequent years. The airline’s hedge portfolio through 2010 is currently valued at approximately $1.5 billion.

		June 2008 Quarter	Second Half 2008
Operating Margin		3 - 4%
Fuel Price		$3.18	$3.63
Mainline Non-Fuel CASM (vs. prior year)		Up 1 - 2%
System Capacity (vs. prior year)		Up 1 - 2%	Down 4%
	Domestic	Down 6 - 7%	Down 13%
	International	Up 16 - 17%	Up 14%

Merger strengthens long-term outlook by creating strong, global competitor

Delta continues to focus on the proposed merger with Northwest Airlines to create a global airline better positioned for strength and profitability over the long term with greater customer preference and a worldwide, geographically balanced network.

“The unique advantages created by the combination of Delta and Northwest are even more compelling as fuel costs continue to rise,” Bastian said.

A merger of strength, the airlines will combine best-in-class cost structures, industry-leading balance sheets and complementary networks. With integration planning under way, Delta and Northwest expect to find opportunities to both reduce one-time costs and increase synergies. Delta expects the merger to receive required regulatory approvals by the end of the year.

Delta Air Lines operates service to more worldwide destinations than any airline with Delta and Delta Connection flights to 324 destinations in 62 countries. Delta has added more international capacity than any major U.S. airline during the last two years and is the leader across the Atlantic with flights to 43 trans-Atlantic markets. To Latin America and the Caribbean, Delta offers 600 weekly flights to 62 destinations. Delta's marketing alliances also allow customers to earn and redeem SkyMiles on more than 16,000 flights offered by SkyTeam and other partners. Delta is a founding member of SkyTeam, a global airline alliance that provides customers with extensive worldwide destinations, flights and services. Including its SkyTeam and worldwide codeshare partners, Delta offers flights to 474 worldwide destinations in 104 countries. Customers can check in for flights, print boarding passes and check flight status at delta.com.

Endnotes

1.  The attachment to this news release provides a reconciliation of certain non-GAAP financial measures used in this release and provides the reasons management uses those measures.

Statements in this news 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 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; 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. 

Forward-looking statements in the press release that relate to our proposed merger transaction with Northwest Airlines Corporation include, without limitation, our expectations with respect to the synergies, costs and charges and capitalization, anticipated financial impacts of the merger transaction and related transactions; approval of the merger transaction and related transactions by shareholders; the satisfaction of the closing conditions to the merger transaction and related transactions; and the timing of the completion of the merger transaction and related transactions.  Factors that may cause the actual results to differ materially from the expected results include, but are not limited to, the possibility that the expected synergies will not be realized, or will not be realized within the expected time period, due to, among other things, (1) the airline pricing environment; (2) competitive actions taken by other airlines; (3) general economic conditions; (4) changes in jet fuel prices; (5) actions taken or conditions imposed by the United States and foreign governments; (6) the willingness of customers to travel; (7) difficulties in integrating the operations of the two airlines; (8) the impact of labor relations, and (9) fluctuations in foreign currency exchange rates.  Other factors include the possibility that the merger does not close, including due to the failure to receive required stockholder or regulatory approvals, or the failure of other closing conditions.

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, 2007. Caution should be taken not to place undue reliance on Delta’s forward-looking statements, which represent Delta’s views only as of June 18, 2008, and which Delta has no current intention to update.

Additional Information about the Merger and Where to Find It

In connection with the proposed merger with Northwest Airlines Corporation, Delta filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that includes a joint proxy statement of Delta and Northwest that also constitutes a prospectus of Delta.  Delta and Northwest will mail the joint proxy statement/prospectus to their stockholders when it becomes available.  Delta and Northwest urge investors and security holders to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from Delta’s website (www.delta.com) under the tab “About Delta” and then under the heading “Investor Relations” and then under the item “SEC Filings.” You may also obtain these documents, free of charge, from Northwest’s website (www.nwa.com) under the tab “About Northwest” and then under the heading “Investor Relations” and then under the item “SEC Filings and Section 16 Filings.”  

Delta, Northwest and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from Delta and Northwest stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Delta and Northwest stockholders in connection with the proposed merger will be set forth in the proxy statement/prospectus. You can find information about Delta’s executive officers and directors in its Annual Report on Form 10-K (including any amendments thereto) and in its definitive proxy statement filed with the SEC related to Delta’s 2008 Annual Meeting of Stockholders. You can find information about Northwest’s executive officers and directors in its Annual Report on Form 10-K (including any amendments thereto), Current Reports on Form 8-K and other documents that have previously been filed with the SEC since May 31, 2007 as well as in its definitive proxy statement to be filed with the SEC related to Northwest’s 2008 Annual Meeting of Stockholders. You can obtain free copies of these documents from Delta and Northwest using the contact information above.

Non-GAAP Reconciliations

The following tables show reconciliations of certain financial measures. The reasons Delta uses these measures are described below.

·  Delta presents length of haul adjusted PRASM excluding charter revenue because management believes this provides a more meaningful comparison of the Company’s PRASM to the industry;

·  Delta excludes restructuring and related items because management believes the exclusion of these items is helpful to investors to evaluate the company’s recurring operational performance.

·  During the March 2008 quarter, Delta recorded a non-cash charge of $6.1 billion based on its preliminary assessment of goodwill impairment.  As previously reported, Delta will complete this goodwill impairment analysis during the June 2008 quarter.  Delta expects to record in the June 2008 quarter an additional goodwill impairment charge, which is not reflected in the guidance provided, when its analysis is completed.

	YTD-April 2008
PRASM	11.51	¢
Length of haul adjustment, including adjustments for other airline
revenue and certain other revenue	(0.02)
Length of haul adjusted PRASM including adjustments for other
airline revenue and certain other revenue	11.49	¢
Industry average PRASM	11.31	¢
Percentage of industry average	102%

	June 2008 Quarter
	Current Projection
GAAP operating margin projection	1 - 2%
Items Excluded:
Restructuring and related items	2%
Operating margin projection excluding special items	3 - 4%

###