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 22, 2009

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 2.02        Results of Operations and Financial Condition.

Delta Air Lines, Inc. (“Delta”) today issued a press release reporting financial results for the quarter ended June 30, 2009. The press release is furnished as Exhibit 99.1. The information furnished in this Form 8-K shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission.

Item 7.01      Regulation FD Disclosure.

Delta today also issued a memo to employees discussing the financial results for the quarter.  A copy of this memo is attached as Exhibit 99.2.

In accordance with general instruction B.2 of Form 8−K, the information in this report (including 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 exhibits 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 effects of the global recession; the effects of the global financial crisis; the impact of posting collateral in connection with our fuel hedge contracts; 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; the ability to realize the anticipated benefits of Delta’s merger with Northwest; the integration of the Delta and Northwest workforces; 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, 2008. Caution should be taken not to place undue reliance on Delta’s forward-looking statements, which represent Delta’s views only as of July 22, 2009, 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 22, 2009, titled “Delta Air Lines Reports June 2009 Quarter Financial Results”

Exhibit 99.2 Memorandum dated July 22, 2009 from Hank Halter to Delta Colleagues Worldwide

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/ Hank Halter
Date:  July 22, 2009	Hank Halter Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number                                Description

Exhibit 99.1  Press Release dated July 22, 2009, titled “Delta Air Lines Reports June 2009 Quarter Financial Results”

Exhibit 99.2 Memorandum dated July 22, 2009 from Hank Halter to Delta Colleagues Worldwide

EX-99.1

EXHIBIT 99.1

CONTACT: Investor Relations 404-715-2170
Corporate Communications 404-715-2554

Delta Air Lines Reports June 2009 Quarter Financial Results

ATLANTA,July 22, 2009 – Delta Air Lines (NYSE:DAL) today reported financial results for the June 2009 quarter.  Key points include:

· Delta’s net loss for the June 2009 quarter was $199 million, excluding $58 million in merger-related expenses1, or $0.24 loss per share.   Delta’s reported net loss for the June 2009 quarter was $257 million, or $0.31 per share.

· Excluding merger-related expenses and $390 million in realized fuel hedge losses, Delta’s net profit was $191 million.

· In the June 2009 quarter, consolidated unit costs, excluding fuel and special items, were up 2%, on a 7% decline in system capacity.

· Delta has achieved more than $200 million in synergy benefits in the first half of 2009 from its merger with Northwest Airlines.

· Delta generated $834 million in operating cash flow during the quarter and had $5.4 billion in unrestricted liquidity as of June 30, 2009.

“The industry faces substantial challenges from unprecedented revenue declines and volatile fuel prices, but Delta is the best positioned network carrier to weather these economic conditions. I want to thank the Delta people for their hard work and dedication during these difficult times” said Richard Anderson, Delta’s chief executive officer.  “Delta has more flexibility and a proven track record of acting quickly to adapt our business to economic challenges. We continue to focus on cost discipline and preserving liquidity, while adjusting our fleet and network and accelerating merger benefits.”

Revenue Environment

Delta’s operating revenue on a GAAP2 basis grew 27% to $7 billion in the June 2009 quarter compared to the prior year period as a result of its merger with Northwest Airlines.   On a combined basis3, total operating revenue declined $2.1 billion, or 23%, and total unit revenue (RASM) declined 17%.

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(in millions)	2Q09  GAAP2		2Q08  GAAP2		Incr (Decr)		2Q09 GAAP2		2Q08 Combined3		Incr (Decr)
Passenger	$	5,903	$	4,770		24%	$	5,903	$	7,914		(25%	)
Cargo		173		160		8%		173		373		(54%	)
Other, net		924		569		62%		924		801		15%
Total Operating Revenue	$	7,000	$	5,499		27%	$	7,000	$	9,088		(23%	)

On a combined basis3:

· Passenger revenue decreased 25%, or $2 billion, compared to the prior year period due to the global economic recession, the estimated $125 million to $150 million impact of the H1N1 virus and a 7% capacity reduction.  Passenger unit revenue (PRASM) declined 20%, driven by a 19% decline in yield.

· Cargo revenue declined 54%, or $200 million, reflecting lower volume and yield due to the recession.  Freighter capacity was 50% lower year over year, as Delta continues to reduce capacity to achieve its plan of discontinuing all freighter flying by the end of 2009.

· Other, net revenue grew 15%, or $123 million, primarily due to increased baggage fee revenue and improved terms from Delta’s affinity card agreement with American Express.

Comparisons of revenue-related statistics are as follows:

			Increase (Decrease) 2Q09 (GAAP2) versus 2Q08 (Combined3)
	2Q09 ($M) GAAP2		Change YOY			Unit Revenue			Yield			Capacity
Passenger Revenue
Domestic	$	2,723		(24.8%	)		(18.0%	)		(18.6%	)		(8.3%	)
Atlantic		1,131		(29.5%	)		(26.2%	)		(26.4%	)		(4.5%	)
Latin America		287		(21.4%	)		(18.1%	)		(14.6%	)		(4.0%	)
Pacific		423		(37.2%	)		(25.3%	)		(16.85	)		(15.9%	)
Total mainline		4,564		(27.2%	)		(20.9%	)		(20.1%	)		(7.9%	)
Regional		1,339		(18.8%	)		(18.7%	)		(17.8%	)		(0.2%	)
Consolidated	$	5,903		(25.4%	)		(19.9%	)		(19.1%	)		(6.9%	)

“The global recession continues to significantly impact our business and we are not planning for any meaningful recovery this year,” said Edward Bastian, Delta’s president.  “In view of this revenue environment, we are focused on maintaining high levels of liquidity, generating a revenue premium, and maintaining our unit cost advantage.”

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Cost Discipline

In the June 2009 quarter, Delta’s operating expense on a GAAP basis increased $413 million year over year. This increase is primarily due to the impact of the company’s merger with Northwest Airlines, partially offset by lower fuel price in the June 2009 quarter, and a $1.2 billion intangibles impairment charge recorded in the June 2008 quarter. On a combined basis, excluding merger-related expenses and prior year special items, operating expense decreased $1.9 billion due to significantly lower fuel expense.

(in millions, except where noted)	2Q09 GAAP2	2Q08 GAAP3	Incr (Decr)	2Q09 GAAP2	2Q08 Combined3	Incr (Decr)
Operating expense	$6,999	$6,586	6%	$6,999	$10,474	(33%)
Operating expense ex- special items	$6,941	$5,286	31%	$6,941	$8,850	(22%)
Consolidated CASM	11.55¢	16.66¢	(31%)	11.55¢	15.99¢	(28%)
Consolidated CASM ex-fuel expense and special items	8.06¢	7.98¢	1%	8.06¢	7.88¢	2%
Mainline CASM	10.62¢	15.52¢	(32%)	10.62¢	15.08¢	(30%)
Mainline CASM ex-fuel expense and special items	7.20¢	6.88¢	5%	7.20¢	7.06¢	2%
Non-operating expense	($254)	($76)	NM	($254)	($155)	64%

On a combined basis:

· Both consolidated and mainline unit cost (CASM4), excluding merger-related and fuel expenses and prior year special items, increased 2% year over year in the June 2009 quarter due to higher pension expense.

· Non-operating expenses excluding special items increased $99 million in the June 2009 quarter primarily due to non-cash debt discount amortization.

Liquidity Position

As of June 30, 2009, Delta had $5.4 billion in unrestricted liquidity, including $4.9 billion in cash, cash equivalents and short-term investments and $500 million available under an undrawn line of credit.  Delta generated $834 million in cash from operations, and $509 million in free cash flow for the quarter.

Net investing activities during the quarter were $325 million.  In addition, during the quarter, debt and capital lease payments totaled approximately $400 million, and the company issued $330 million in debt related to aircraft purchases.

“In a difficult economic environment, Delta generated $834 million of cash from operations in the June quarter, allowing us to fund our debt obligations, make investments in our business, and increase our liquidity position,” said Hank Halter, chief financial officer.  “In addition, the hard work of the Delta people in achieving merger synergies and their focus on cost discipline resulted in a consolidated non-fuel CASM increase of only 2% compared to the prior year on a 7% capacity reduction.”

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Merger with Northwest

Delta has achieved more than $200 million in synergy benefits from its merger with Northwest Airlines in the first half of 2009, and expects to generate at least $500 million in total synergies in 2009. Synergies achieved year to date have improved revenue from increased market share, Delta’s affinity card agreement and alignment of frequent flyer programs. In addition, costs have been reduced through streamlined overhead, facilities and technology, elimination of dedicated freighter flying and supply chain savings.

The company is on track in its integration efforts and continues to expect it will achieve its Single Operating Certificate by the end of 2009. Recent achievements include:

· Announcing a transatlantic joint venture with Air France/KLM with an estimated $12 billion in annual revenue which will result in more flight choices, frequencies, convenient flight schedules, competitive fares and harmonized services for customers.  When fully implemented in 2012, the joint venture is expected to generate approximately $200 million in annual incremental pre-tax profits for Delta;

· Using the Delta and Northwest fleets more effectively across the combined network by launching additional cross-fleeting markets, such as New York-JFK to Narita;

· Completing the integration and re-branding of more than 200 airports, or more than 80% of total stations;

· Beginning pilot and flight attendant training to prepare for single carrier operations;

· Harmonizing onboard products for both domestic and international service, including regional carriers; and

· Painting 120 pre-merger Northwest aircraft in Delta livery.

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Fuel Price and Related Hedges

Delta hedged 76% of its fuel consumption for the June 2009 quarter, which drove $390 million in realized fuel hedge losses for the period. As a result, Delta’s average fuel price5 for the June 2009 quarter was $2.06 per gallon, which includes $0.33 per gallon associated with fuel hedge losses.

The table below represents the fuel hedges Delta had in place as of July 17, 2009:

	3Q09	4Q09	2010
Call options	30%	22%	9%
Collars	-	-	1%
Swaps	22%	17%	-
Total	52%	39%	10%
Downside participation	78%	83%	99%
Avg. crude call strike	$75	$82	$71
Avg. crude swap	$64	$62	-
All-in projected fuel price / gallon*	$2.17	$2.05
Hedge loss/gallon included in projected price	$0.11	-

* Reflects crude and refining cost assumptions of $67.50 and $7.50, respectively. In addition, projected fuel price includes tax and transportation costs of $0.19/gallon, and call option premiums

September 2009 Quarter Guidance

Delta’s projections for the September 2009 quarter are below. This guidance is presented on a combined basis6.

	3Q 2009 Forecast
Fuel price, including taxes and hedges	$2.17
Operating margin	1% - 3%
Capital expenditures	$270 million
Total liquidity as of Sept. 30, 2009	$5.0 billion
	3Q 2009 Forecast (compared to 3Q 2008)
Consolidated unit costs - excluding fuel expense	Flat to up 2%
Mainline unit costs - excluding fuel expense	Up 1% - 3%
System capacity	Down 4% - 5%
Domestic	Down 3% - 4%
International	Down 6% - 7%
Mainline capacity	Down 5% - 7%
Domestic	Down 4% - 6%
International	Down 5% - 7%

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Other Matters

Included with this press release are Delta’s Consolidated Statements of Operations for the three and six months ended June 30, 2009 and 2008; a statistical summary for those periods; selected balance sheet data as of June 30, 2009 and Dec. 31, 2008; and a reconciliation of certain non-GAAP financial measures.

About Delta

Delta Air Lines is the world’s No. 1 airline.  From its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK, Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-Narita, Delta, its Northwest subsidiary and Delta Connection carriers offer service to 382 destinations in 69 countries and serves more than 170 million passengers each year.  Delta’s marketing alliances allow customers to earn and redeem either SkyMiles or WorldPerks on more than 16,000 daily flights offered by SkyTeam and other partners. Delta’s more than 70,000 employees worldwide are reshaping the aviation industry as the only U.S. airline to offer a full global network.  Customers can check in for flights, print boarding passes, check bags and flight status at delta.com.

Endnotes

1 Note A to the attached Consolidated Statements of Operations provides a reconciliation of non-GAAP financial measures used in this release and provides the reasons management uses those measures.

2 Delta’s financial results under generally accepted accounting principles (GAAP) include the results of Northwest Airlines for the periods following the completion of the merger, which occurred on Oct. 29, 2008. Unless otherwise indicated, Delta presents financial results on a GAAP basis which reflects both Delta and Northwest financial results for the June 2009 quarter, but only Delta standalone results for the June 2008 quarter.  The company also presents financial and operating information on a “combined basis”, which management believes is more meaningful for comparing year-over-year performance. The combined basis compares Delta’s GAAP results for the June 2009 quarter to the combined results of Delta and Northwest for the June 2008 quarter.

3 Combined financial information includes the combined results of Delta and Northwest for the June 2008 quarter.

4 Delta excludes from mainline unit cost expenses for aircraft maintenance and staffing services which it provides to third parties because these expenses are not related to the generation of a seat mile. Similarly, Delta excludes from passenger unit revenues, and includes in other revenue, revenues received for providing aircraft maintenance and staffing services to third parties, freighter operations and MLT.  Management believes these classifications provide a more consistent and comparable reflection of Delta’s mainline operations.

5 Delta’s June 2009 quarter average fuel price of $2.06 per gallon reflects the consolidated cost per gallon for mainline and regional operations, including contract carrier operations, net of fuel hedge impact.

6 Year-over-year guidance comparisons assume the 2008 financial information for the applicable periods include Delta and Northwest results for the entire period, excluding special items and out-of-period fuel hedge losses.

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Forward-looking Statements

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 effects of the global recession; the effects of the global financial crisis; the impact of posting collateral in connection with our fuel hedge contracts;  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; the ability to realize the anticipated benefits of our merger with Northwest; the integration of the Delta and Northwest workforces; interruptions or disruptions in service at one of our hub airports; our increasing dependence on technology in its 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.

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 December 31, 2008.  Caution should be taken not to place undue reliance on our forward-looking statements, which represent our views only as of July 22, 2009, and which we have no current intention to update.

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DELTA AIR LINES, INC.
Consolidated Statements of Operations
(Unaudited)
	Three			Three
	Months			Months
	Ended			Ended
	June 30,			June 30,			$ Change			% Change
(in millions, except per share data)	2009			2008(1)			H(L)			H(L)
OPERATING REVENUE:
Passenger:
Mainline	$	4,564		$	3,627		$	937			26	%
Regional carriers		1,339			1,143			196			17	%
Total passenger revenue		5,903			4,770			1,133			24	%
Cargo		173			160			13			8	%
Other, net		924			569			355			62	%
Total operating revenue		7,000			5,499			1,501			27	%
OPERATING EXPENSES:
Salaries and related costs		1,891			1,092			799			73	%
Aircraft fuel and related taxes		1,812			1,678			134			8	%
Contract carrier arrangements (2)		965			967			(2	)		0	%
Depreciation and amortization		383			302			81			27	%
Aircraft maintenance materials and outside repairs		392			295			97			33	%
Contracted services		376			257			119			46	%
Passenger commissions and other selling expenses		329			248			81			33	%
Landing fees and other rents		315			173			142			82	%
Passenger service		161			105			56			53	%
Aircraft rent		119			67			52			78	%
Impairment of goodwill and other intangible assets		-			1,196			(1,196	)	NM
Restructuring and merger-related items		58			104			(46	)		(44	%)
Other		198			102			96			94	%
Total operating expense		6,999			6,586			413			6	%
OPERATING INCOME (LOSS)		1			(1,087	)		1,088		NM
OTHER (EXPENSE) INCOME:
Interest expense		(324	)		(141	)		(183	)	NM
Interest income		9			25			(16	)		(64	%)
Miscellaneous, net		61			40			21			53	%
Total other expense, net		(254	)		(76	)		(178	)	NM
LOSS BEFORE INCOME TAXES		(253	)		(1,163	)		910			78	%
INCOME TAX (PROVISION) BENEFIT		(4	)		119			(123	)	NM
NET LOSS	$	(257	)	$	(1,044	)	$	787			75	%
BASIC AND DILUTED LOSS PER SHARE	$	(0.31	)	$	(2.64	)
WEIGHTED AVERAGE SHARES USED IN BASIC AND DILUTED LOSS PER SHARE CALCULATION		827			396
(1) Pursuant to GAAP, results for the June 2008 quarter presented in this table reflect Delta standalone results only. See Note A for a representation of “Combined” results for the June 2008 quarter, which includes Northwest results for that period. (2) Contract carrier arrangements expense includes $212 million and $384 million for the three months ended June 30, 2009 and 2008, respectively, for aircraft fuel and related taxes.

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DELTA AIR LINES, INC.
Consolidated Statements of Operations
(Unaudited)
	Six			Six
	Months			Months
	Ended			Ended
	June 30,			June 30,			$ Change			% Change
(in millions, except per share data)	2009			2008(1)			H(L)			H(L)
OPERATING REVENUE:
Passenger:
Mainline	$	8,931		$	6,688		$	2,243			34	%
Regional carriers		2,573			2,182			391			18	%
Total passenger revenue		11,504			8,870			2,634			30	%
Cargo		358			294			64			22	%
Other, net		1,822			1,101			721			65	%
Total operating revenue		13,684			10,265			3,419			33	%
OPERATING EXPENSES:
Salaries and related costs		3,758			2,183			1,575			72	%
Aircraft fuel and related taxes		3,705			3,100			605			20	%
Contract carrier arrangements (2)		1,873			1,895			(22	)		(1	%)
Depreciation and amortization		767			599			168			28	%
Aircraft maintenance materials and outside repairs		816			563			253			45	%
Contracted services		834			511			323			63	%
Passenger commissions and other selling expenses		685			473			212			45	%
Landing fees and other rents		631			340			291			86	%
Passenger service		296			189			107			57	%
Aircraft rent		240			131			109			83	%
Impairment of goodwill and other intangible assets		-			7,296			(7,296	)	NM
Restructuring and merger-related items		157			120			37			31	%
Other		404			213			191			90	%
Total operating expense		14,166			17,613			(3,447	)		(20	%)
OPERATING LOSS		(482	)		(7,348	)		6,866			93	%
OTHER (EXPENSE) INCOME:
Interest expense		(632	)		(288	)		(344	)	NM
Interest income		19			52			(33	)		(63	%)
Miscellaneous, net		48			31			17			55	%
Total other expense, net		(565	)		(205	)		(360	)	NM
LOSS BEFORE INCOME TAXES		(1,047	)		(7,553	)		6,506			86	%
INCOME TAX (PROVISION) BENEFIT		(4	)		119			(123	)	NM
NET LOSS	$	(1,051	)	$	(7,434	)		6,383			86	%
BASIC AND DILUTED LOSS PER SHARE	$	(1.27	)	$	(18.79	)
WEIGHTED AVERAGE SHARES USED IN BASIC AND DILUTED LOSS PER SHARE CALCULATION		826			396
(1) Pursuant to GAAP, results for the six months ended June 30, 2008 presented in this table reflect Delta standalone results only. (2) Contract carrier arrangements expense includes $407 million and $704 million for the six months ended June 30, 2009 and 2008, respectively, for aircraft fuel and related taxes.

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DELTA AIR LINES, INC.
Selected Balance Sheet Data
(In Millions)
	June 30,		Dec. 31,
	2009		2008
	(Unaudited)
Cash and cash equivalents	$	4,851	$	4,255
Short-term investments		91		212
Restricted cash, cash equivalents and investments (short-term and long-term)		382		453
Total assets		44,480		45,014
Total debt and capital leases, including current maturities		16,598		16,571
Total shareowners' equity		980		874

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DELTA AIR LINES, INC.
Statistical Summary
(Unaudited)
		Three Months Ended June 30,
		2009		2008 Combined1		Change
Consolidated:
	Revenue Passenger Miles (millions) (2)	49,053		53,237		(7.9%)
	Available Seat Miles (millions) (2)	59,029		63,399		(6.9%)
	Passenger Mile Yield (2)	12.04	¢	14.87	¢	(19.0%)
	Passenger Revenue per Available Seat Mile (PRASM)(2)	10.00	¢	12.48	¢	(19.9%)
	Operating Cost Per Available Seat Mile (CASM) (2)	11.55	¢	15.99	¢	(27.8%)
	CASM excluding Special Items (2) - See Note A	11.45	¢	13.43	¢	(14.7%)
	CASM excluding Special Items and Fuel Expense and Related Taxes(2,3) - See Note A	8.06	¢	7.88	¢	2.2%
	Passenger Load Factor (2)	83.1	%	84.0	%	(0.9)	pts
	Fuel Gallons Consumed (millions) (2)	983		1,071		(8.2%)
	Average Price Per Fuel Gallon, net of hedging activity(2)	$ 2.06		$ 3.39		(39.2%)
	Number of Aircraft in Fleet, End of Period	1,017		1,031		(14)	aircraft
	Full-Time Equivalent Employees, End of Period	82,968		92,103		(9.9%)
Mainline:
	Revenue Passenger Miles (millions)	42,416		46,513		(8.8%)
	Available Seat Miles (millions)	50,605		54,960		(7.9%)
	Operating Cost Per Available Seat Mile (CASM)	10.62	¢	15.08	¢	(29.6%)
	CASM excluding Special Items - See Note A	10.51	¢	12.12	¢	(13.3%)
	CASM excluding Special Items and Fuel Expense and Related Taxes - See Note A	7.20	¢	7.06	¢	2.0%
	Fuel Gallons Consumed (millions)	793		876		(9.5%)
	Average Price Per Fuel Gallon, net of hedging activity	$2.14		$3.29		(35.0%)
	Number of Aircraft in Fleet, End of Period	759		789		(30)	aircraft

1 Data presented reflects operations for both Delta and Northwest for the June 2008 quarter.

2  Data presented includes operations under our contract carrier arrangements.

3  Excludes $212 million and $517 million, for the June 2009 and 2008 quarters, respectively, for fuel expense incurred under contract carrier arrangements.

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DELTA AIR LINES, INC.
Statistical Summary
(Unaudited)
		Six Months Ended June 30,
		2009		2008 Combined1		Change
Consolidated:
	Revenue Passenger Miles (millions) (2)	92,013		100,745		(8.7%)
	Available Seat Miles (millions) (2)	114,769		122,974		(6.7%)
	Passenger Mile Yield (2)	12.50	¢	14.61	¢	(14.4%)
	Passenger Revenue per Available Seat Mile (PRASM)(2)	10.02	¢	11.97	¢	(16.3%)
	Operating Cost Per Available Seat Mile (CASM) (2)	12.02	¢	22.81	¢	(47.3%)
	CASM excluding Special Items (2) - See Note A	11.88	¢	13.31	¢	(10.7%)
	CASM excluding Special Items and Fuel Expense and Related Taxes(2,3) - See Note A	8.35	¢	8.12	¢	2.8%
	Passenger Load Factor (2)	80.2	%	81.9	%	(1.7)	pts
	Fuel Gallons Consumed (millions) (2)	1,908		2,093		(8.8%)
	Average Price Per Fuel Gallon, net of hedging activity(2)	$ 2.16		$ 3.16		(31.6%)
	Number of Aircraft in Fleet, End of Period	1,017		1,031		(14)	aircraft
	Full-Time Equivalent Employees, End of Period	82,968		92,103		(9.9%)
Mainline:
	Revenue Passenger Miles (millions)	79,617		88,017		(9.5%)
	Available Seat Miles (millions)	98,369		106,499		(7.6%)
	Operating Cost Per Available Seat Mile (CASM)	11.14	¢	22.95	¢	(51.5%)
	CASM excluding Special Items - See Note A	10.99	¢	11.98	¢	(8.3%)
	CASM excluding Special Items and Fuel Expense and Related Taxes - See Note A	7.48	¢	7.23	¢	3.5%
	Fuel Gallons Consumed (millions)	1,533		1,706		(10.1%)
	Average Price Per Fuel Gallon, net of hedging activity	$2.28		$3.07		(25.7%)
	Number of Aircraft in Fleet, End of Period	759		789		(30)	aircraft

1 Data presented reflects operations for both Delta and Northwest for the June 2008 quarter.

2  Data presented includes operations under our contract carrier arrangements.

3  Excludes $407 million and $942 million, for the six months ended June 2009 and 2008, respectively, for fuel expense incurred under contract carrier arrangements.

Page 13

Note A: The following tables show reconciliations of non-GAAP financial measures.  The reasons Delta uses these measures are described below.

· Delta completed its merger with Northwest Airlines on October 29, 2008. Accordingly, Delta’s financial results under GAAP include the results of Northwest Airlines for the period January 1, 2009 through June 30, 2009.

Under GAAP, Delta does not include in its financial results the results of Northwest Airlines prior to the completion of the merger.  Accordingly, Delta’s financial results under GAAP for the June 2008 quarter do not include the results of Northwest Airlines for that period.  This impacts the comparability of Delta’s financial statements under GAAP for the June 2009 and 2008 quarters.

Delta presents its financial results for the June 2009 and June 2008 quarters under GAAP as well as on a “combined basis.”   “Combined basis” means the company combines the financial results of Delta and Northwest as if the merger had occurred prior to the beginning of the applicable period.  Delta believes presenting this financial information on a combined basis provides a more meaningful basis for comparing Delta’s year-over-year financial performance than the GAAP financial information.

This press release also includes guidance for the September 2009 quarter.  Please note the year-over-year guidance comparisons assume the 2008 financial statements for the applicable periods were prepared on a combined basis, excluding special items and out-of-period fuel hedge losses.  Delta is unable to reconcile certain forward-looking projections to GAAP, including projected consolidated cost per available seat mile (CASM) and Mainline non-fuel CASM, as the nature or amount of special items cannot be estimated at this time.

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

· Delta excludes non-cash mark-to-market (MTM) adjustments related to fuel hedges settling in future periods in order to present financial results related to operations in the period shown.

· Delta presents consolidated and Mainline CASM excluding fuel expense and related taxes because management believes the volatility in fuel prices impacts the comparability of year-over-year financial performance.

· Consolidated and Mainline CASM excludes transactions with third parties as these costs are not associated with the generation of a seat mile.  These transactions include expenses related to Delta’s providing maintenance services, staffing services and dedicated freighter operations as well as Delta’s vacation wholesale operations.

· Delta presents free cash flow because management believes this is a widely used metric that is helpful to investors to evaluate cash available to enhance shareholder value.

· Delta presents net investing activities because management believes this metric is helpful to investors to evaluate the company’s investing activities.

· Delta presents total issuance of debt and total debt and capital lease payments because management believes this metric is helpful to investors to evaluate the company’s debt related activities. We have reclassified certain prior period amounts to be consistent with our current period presentation.

Page 14

DELTA AIR LINES, INC.
Unaudited Combined Statements of Operations
	Three Months Ended June 30, 2008
(in millions)	Delta1			Northwest1			Special Items				Combined
OPERATING REVENUE:
Passenger:
Mainline	$	3,627		$	2,638		$	-			$	6,265
Regional carriers		1,143			506			-				1,649
Total passenger revenue		4,770			3,144			-				7,914
Cargo		160			213			-				373
Other, net		569			232			-				801
Total operating revenue		5,499			3,589			-				9,088
OPERATING EXPENSE:
Aircraft fuel and related taxes		1,678			1,185			253		8		3,116
Salaries and related costs		1,092			748			(15	)	7		1,825
Contract carrier arrangements		967			281			-				1,248
Aircraft maintenance materials and outside repairs		295			186			-				481
Contracted services		257			207			-				464
Passenger commissions and other selling expenses		248			224			-				472
Depreciation and amortization		302			745			(624	)	5		423
Landing fees and other rents		173			143			-				316
Aircraft rent		67			56			-				123
Passenger service		105			66			-				171
Impairment of goodwill and other intangibles		1,196			(76	)		(1,120	)	2		-
Restructuring and merger-related items		104			-			(104	)	3		-
Other		102			123			(14	)	4		211
Total operating expense		6,586			3,888			(1,624	)			8,850
OPERATING LOSS		(1,087	)		(299	)		1,624				238
OTHER (EXPENSE) INCOME:
Interest expense		(141	)		(108	)		-				(249	)
Interest income		25			24			-				49
Miscellaneous, net		40			(208	)		213		6		45
Total other expense, net		(76	)		(292	)		213				(155	)
LOSS BEFORE INCOME TAXES		(1,163	)		(591	)		1,837				83
INCOME TAX BENEFIT		119			214			(333	)	9		-
NET LOSS	$	(1,044	)	$	(377	)	$	1,504			$	83

Notes:

Combined Contract carrier arrangements expense includes $517 million for fuel expense incurred under these arrangements.

1  We reclassified prior period amounts to conform to current presentations

2  $1,120 in goodwill and other intangible asset impairments

3  $99 in merger related charges and $5 in facilities restructuring

4  $14 in merger-related legal charges

5   $624 amortization related to fixed asset and intangible asset impairments

6   $213 impairment of investment in subsidiary

7   $15 of retention payments related to the merger

8   $253 in out of period fuel hedges

9   $333 tax charge related to impairment of goodwill and intangible assets

Page 15

DELTA AIR LINES, INC.
Unaudited Combined Statements of Operations
	Three Months Ended September 30, 2008
(in millions)	Delta1			Northwest1			Special Items				Combined
OPERATING REVENUE:
Passenger:
Mainline	$	3,921		$	2,801		$	-			$	6,722
Regional carriers		1,057			550			-				1,607
Total passenger revenue		4,978			3,351			-				8,329
Cargo		162			202			-				364
Other, net		579			260			-				839
Total operating revenue		5,719			3,813			-				9,532
OPERATING EXPENSE:
Aircraft fuel and related taxes		1,952			1,946			(250	)	5		3,648
Salaries and related costs		1,086			706			(18	)	2		1,774
Contract carrier arrangements		941			275			-				1,216
Aircraft maintenance materials and outside repairs		273			168			-				441
Contracted services		272			198			-				470
Passenger commissions and other selling expenses		259			226			-				485
Depreciation and amortization		293			122			-				415
Landing fees and other rents		179			144			-				323
Aircraft rent		70			57			-				127
Passenger service		122			65			-				187
Restructuring and merger-related items		24			1			(25	)	3		-
Other		117			123			(10	)	4		230
Total operating expense		5,588			4,031			(303	)			9,316
OPERATING INCOME (LOSS)		131			(218	)		303				216
OTHER (EXPENSE) INCOME:
Interest expense		(140	)		(112	)		-				(252	)
Interest income		21			21			-				42
Miscellaneous, net		(62	)		(5	)		-				(67	)
Total other expense, net		(181	)		(96	)		-				(277	)
LOSS BEFORE INCOME TAXES		(50	)		(314	)		303				(61	)
INCOME TAX PROVISION		-			(3	)		-				(3	)
NET LOSS	$	(50	)	$	(317	)	$	303			$	(64	)

Notes:

Combined Contract carrier arrangements expense includes $497 million for fuel expense incurred under these arrangements.

1   We reclassified prior period amounts to conform to current presentations

2  $18 of retention payments related to the merger

3  $14 in contract carrier restructuring, $11 in facilities and merger related charges

4  $10 in merger-related charges

5   $250 in out of period fuel hedges

Page 16

	Three Months
	Ended
	June 30, 2009
(in millions)
Net loss	$	(257	)
Items excluded:
Restructuring and merger-related items		58
Net loss excluding special items	$	(199	)
Basic and diluted weighted average shares outstanding		827
Basic and diluted loss per share excluding special items	$	(0.24	)
	Three Months
	Ended
(in millions)	June 30, 2009
Net loss excluding special items	$	(199	)
Items excluded:
Fuel hedge losses on contracts that settled in 2009		390
Net profit excluding fuel hedge losses and special items	$	191
	Three Months
	Ended
(in millions)	June 30, 2009
GAAP Net cash provided by operating activities	$	834
GAAP Net cash used in investing activities		(132	)
Adjustments:
Change in short-term investments		73
Aircraft purchases under seller financing		(266	)
Total free cash flow	$	509
	Three Months
	Ended
(in millions)	June 30, 2009
Net cash used in investing activities (GAAP)	$	(132	)
Adjustments:
Change in short-term investments		73
Aircraft purchases under seller financing		(266	)
Net investing activities	$	(325	)

	Three Months Ended June 30,
(in millions)	2009			2008
	GAAP			GAAP
Operating expense	$	6,999		$	6,586
Items excluded:
Impairment of goodwill and other assets		-			(1,196	)
Restructuring and merger-related items		(58	)		(104	)
Operating expense excluding special items	$	6,941		$	5,286

Page 17

	Three Months
	Ended
	June 30, 2009
(in millions)
Payments on long-term debt and capital lease obligations	$	(355	)
Adjustment:
Payments on accounts receivable financing facility		(45	)
Total debt and capital lease payments	$	(400	)
	Three Months
	Ended
	June 30, 2009
(in millions)
Proceeds from long-term obligations	$	64
Adjustments:
Aircraft purchases under seller financing		266
Total issuance of debt	$	330

	Three Months Ended June 30, 2008						Passenger
(in millions, except unit data)	Delta		Northwest		Combined		Mile Yield			PRASM
Passenger and operating revenue
Domestic	$	2,071	$	1,550	$	3,621		14.04	¢		12.08	¢
Atlantic		1,141		464		1,605		13.10			10.85
Latin America		333		32		365		13.05			10.36
Pacific		82		592		674		11.87			10.11
Total mainline		3,627		2,638		6,265		13.47			11.40
Regional carriers		1,143		506		1,649		24.52			19.54
Total passenger revenue		4,770		3,144		7,914		14.87			12.48
Cargo		160		213		373
Other, net		569		232		801
Total operating revenue	$	5,499	$	3,589	$	9,088
	Six Months Ended June 30, 2008						Passenger
(in millions, except unit data)	Delta		Northwest		Combined		Mile Yield			PRASM
Passenger revenue
	$	8,870	$	5,852	$	14,722		14.61	¢		11.97	¢

Page 18

	Three Months Ended June 30,
	2009			2008			2008
	GAAP			Combined			GAAP
Consolidated CASM		11.86	¢		16.52	¢		17.00	¢
Transactions with third parties and other (including fuel)		(0.31	)		(0.53	)		(0.34	)
CASM excluding items not related
to generation of a seat mile		11.55	¢		15.99	¢		16.66	¢
Items excluded:
Impairment of goodwill and other assets		-			(2.75	)		(3.09	)
Restructuring and merger-related items		(0.10	)		(0.21	)		(0.27	)
MTM adjustments to fuel hedges settling in future periods		-			0.40			-
CASM excluding special items		11.45	¢		13.43	¢		13.30	¢
Fuel expense and related taxes (excluding fuel related to transactions with third parties)		(3.39	)		(5.55	)		(5.32	)
CASM excluding fuel expense
and related taxes and special items		8.06	¢		7.88	¢		7.98	¢
ASMs		59,029			63,399			38,736

	Three Months Ended June 30,
	2009			2008			2008
	GAAP			Combined			GAAP
Consolidated operating expense		6,999			10,474			6,586
Less regional carriers operating expense		(1,452	)		(1,846	)		(1,344	)
Mainline operating expense		5,547			8,628			5,242
Mainline CASM		10.96	¢		15.70	¢		15.93	¢
Transactions with third parties and other (including fuel)		(0.34	)		(0.62	)		(0.41	)
Mainline CASM excluding items not related
to generation of a seat mile		10.62	¢		15.08	¢		15.52	¢
Items excluded:
Impairment of goodwill and other assets		-			(3.18	)		(3.63	)
Restructuring and merger-related items		(0.11	)		(0.24	)		(0.32	)
MTM adjustments to fuel hedges settling in future periods		-			0.46			-
Mainline CASM excluding special items		10.51	¢		12.12	¢		11.57	¢
Fuel expense and related taxes (excluding fuel related to transactions with third parties)		(3.31	)		(5.06	)		(4.69	)
Mainline CASM excluding fuel expense
and related taxes and special items		7.20	¢		7.06	¢		6.88	¢
ASMs		50,605			54,960			32,902

Page 19

	Six Months Ended June 30,
	2009			2008
	GAAP			Combined
CASM		12.34	¢		23.33	¢
Transactions with third parties and other (including fuel)		(0.32	)		(0.52	)
CASM excluding items not related
to generation of a seat mile		12.02	¢		22.81	¢
Items excluded:
Impairment of goodwill and other assets		-			(9.58	)
Restructuring and merger-related items		(0.14	)		(0.13	)
MTM adjustments to fuel hedges settling in future periods		-			0.21
CASM excluding special items		11.88	¢		13.31	¢
Fuel expense and related taxes (excluding fuel related to transactions with third parties)		(3.53	)		(5.19	)
CASM excluding fuel expense
and related taxes and special items		8.35	¢		8.12	¢
ASMs		114,769			122,974

	Six Months Ended June 30,
	2009			2008
	GAAP			Combined
Consolidated operating expense		14,166			28,688
Less regional carriers operating expense		(2,820	)		(3,588	)
Mainline operating expense		11,346			25,100
Mainline CASM		11.53	¢		23.57	¢
Transactions with third parties and other (including fuel)		(0.39	)		(0.62	)
Mainline CASM excluding items not related
to generation of a seat mile		11.14	¢		22.95	¢
Items excluded:
Impairment of goodwill and other assets		-			(11.06	)
Restructuring and merger-related items		(0.15	)		(0.15	)
MTM adjustments to fuel hedges settling in future periods		-			0.24
Mainline CASM excluding special items		10.99	¢		11.98	¢
Fuel expense and related taxes (excluding fuel related to transactions with third parties)		(3.51	)		(4.75	)
Mainline CASM excluding fuel expense
and related taxes and special items		7.48	¢		7.23	¢
ASMs		98,369			106,499

EX-99.2

EXHIBIT 99.2

     Internal Memorandum

Date:    July 22, 2009

To:	Delta Colleagues Worldwide
From:	Hank Halter
Subject:	June Quarter 2009 Financial Results

This morning, Delta announced a net loss of $257 million for the June quarter 2009, which includes $58 million of merger-related costs and $390 million in fuel hedge losses.  Excluding those two items, we would have had a $191 million profit for the quarter.  Thank you for your hard work during the quarter, as our efforts to manage through the current environment by containing costs, reducing capacity and maintaining a strong cash position are evident in these results.  However, the airline industry continues to face the toughest environment since deregulation.  Delta is no different and we must make further changes to adapt.

Operating revenues in the quarter declined $2.1 billion year over year, with significant pressure on yields from both the global recession and an estimated $125 - $150 million impact from the H1N1 virus.  Despite a 7% capacity reduction, Delta’s consolidated unit costs excluding fuel and merger-related expenses were up only 2%, due entirely to higher pension costs.  In addition, Delta generated $834 million in cash from operations, allowing us to improve our liquidity position to $5.4 billion, even as we paid down debt and invested in our business.

Of strategic importance, the Delta/Northwest merger provides flexibility and opportunity that none of our competitors have matched.  Already, we have realized over $200 million in total synergy benefits thus far this year and we continue to accelerate integration wherever possible to exceed our $500 million synergy target for the full year.

The global recession has caused Delta’s revenues to decline more than $3 billion for the first six months of the year.  We are not planning for any meaningful recovery in the coming months and no longer expect to be profitable this year.  In light of this, we must continue to adapt our business model to this changing environment.  We have a responsibility to all our stakeholders – our employees, shareowners, and customers – to ensure that Delta not just survives but thrives.

As we recalibrate our strategy, much of what we do today will continue.  We must maintain high levels of liquidity.  We will continue to right size capacity and keep our unit costs in check.  We will capitalize on the flexibility that the merger provides.  But we also need to take a hard look at our entire business – our network, fleet and cost structure – to determine other changes that must be made.  While we can make no guarantees in the current environment, our goal continues to be to avoid involuntary furloughs of frontline employees.

When times are tough, as they are now for the entire industry, it can be easy to lose focus and momentum.  This hasn’t happened at Delta.  You are running a solid operation, aggressively moving forward on the integration, and prudently managing costs and capital.  We will weather this storm and come out stronger at the other end.  Thank you for your continued hard work and dedication to Delta.