EX-99.2 3 ex99-2.htm EXHIBIT 99.2 Exhibit 99.2

 
 
Exhibit 99.2
 

Delta Air Lines Summary of Delta’s Analysis of US Airways’ Merger Proposal December 19, 2006
 
 

 
 

This presentation contains various forward-looking statements which represent the company’s estimates or expectations regarding future events. All forward-looking statements involve a number of risks and uncertainties that could cause the actual results to differ materially from the projected results. Additional information is contained in Delta’s Securities and Exchange Commission filings, including its Form 10-K filed with the SEC on March 29, 2006 and its Form 10-Q filed with the SEC on November 9, 2006. 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 reconciliation of these measures to comparable GAAP measures in the appendix of this presentation. None of the statements contained herein are a solicitation of votes for or against any plan of reorganization. Any such solicitation shall only be made through a disclosure statement approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code. Safe Harbor
 
 

 
 
 

Executive Summary • Delta’s plan for emerging from bankruptcy provides creditors with value superior to the US Airways proposal-DOJ is not likely to approve the merger -proposed combination is highly anticompetitive and would harm consumers and communities-Overwhelming labor and cultural issues put merger at risk-US Airways claimed merger synergies based on flawed economic assumptions-Merger would create airline with the highest debt load in the industry-A US Airways merger would unwind Delta’s progress and result in excessive integration risk • US Airways/Delta merger would require an extended timeline that is uncertain and costly • US Airways would be a poor strategic fit for Delta
 

 
 
 

Standalone Plan Creates Significant Value • In the past 15 months, Delta has delivered on its commitments-Created financial stability-Transformed business mode l • Plan of reorganization positions Delta as a strong competitor on a standalone basis • Performance achieved through best-in-class CASM performance, coupled with dramatic improvement in unit revenues • Result is a plan that creates substantial value for our creditors and future shareholders • The value of the standalone plan is far superior to that offered by US Airways-Delta’s Board of Directors has rejected the US Airways’proposal
 

 
 
 


We are Delivering on our Commitments …having significant impact Three pillars of Delta’s Transformation plan ... Closing RASM Gap • Right-size domestic capacity • Greater international mix • Improved operations and customer service 1 Repair Balance Sheet • Improved liquidity • Unsecured debt, fleet & facility restructuring 2 Best-in-Class Costs • Improved productivity • Streamlined fleet • Renegotiated contracts 3 • Closing gap from 86% of industry average to 94%...will achieve industry parity by 2008 • Reduction of net debt from $17B to $7.6B in 2007…with continued reductions in future years • Eliminated approximately $2B from cost structure; best-in-class unit costs
 

 
 
 

Transformation progress…• Closing the revenue gap • Best-in-class cost structure • Top-tier operational performance • Award winning customer service • Highly engaged workforce…driving substantial financial improvement 9 months ended 9/30/06 YOY change in operating income(1)($M) 584 508 461 393 175 21 (16) 1,308 1,378We Have Achieved Great Progress Against Our Transformation Plan(1)SEC filings, Jan-Sep 2006 vs. Jan-Sep 2005
 

 
 
 

Delta’s Plan for Emerging from Bankruptcy Provides Creditors with Value Superior to the US Airways Proposal Labor Risk • Labor and cultural issues put merger at risk-Significant labor group integration challenges-Labor contract incompatibilities Regulatory Risk • DOJ not likely to approve the merger-Significantly reduces competition-Harms consumers and small communities Assumption Risk • US Airways claimed merger synergies premised on flawed economic assumptions Financial Risk • Merger would create airline with highest debt load in a fragile industry Integration Risk • Unwinds progress under Transformation Plan • Forces three-way integration of US Airways, America West and Delta5 Sources of Risk Reduce Value of US Airways’ Offer
 

 
 
 

DOJ Not Likely to Approve Proposed Merger Because it is Highly Anticompetitive • US Airways and Delta hubs and networks highly overlapping • US Airways/Delta merger would substantially reduce competition and would create-Nearly 2,000 incremental city pairs with over 90% US Airways/Delta passenger share-Over 9,500 city pairs with reductions of competition that create a presumption of market power under DOJ Merger Guidelines-12 nonstop monopoly routes-The largest carrier along the entire U.S. East Coast and the Mountain West • Proposed merger is far more anticompetitive than the attempted US Airways/United Airlines merger rejected by the DOJ after a 14-month review • Competitive problems with US Airways/Delta merger would not be solved by low cost carriers •Merger-related service reductions would have significant adverse impact on consumers and small communities Regulatory Risk
 

 
 
 

US Airways and Delta Hubs Completely Overlapping Phoenix (PHX)New York (JFK) Philadelphia (PHL) Pittsburgh (PIT) Cincinnati (CVG) Charlotte (CLT) 256 miles 94 miles 227 miles Salt Lake City (SLC) 508 miles 368 miles Las Vegas(LAS) Atlanta(ATL) Delta hub US Airways hub
 

 
 
 

US Airways’ domestic network US Airways/Delta’s combined domestic network Delta’s domestic network US Airways and Delta Have Overlapping Networks Source:US Airways merger proposal Regulatory Risk
 

 
 
 

Domestic International Total 1,402 8.8M $1.4B Number of city pairs Passengers per year affected Associated annual revenue 569 0.8M $0.2B 1,971 9.6M $1.6B Merger Would Create Nearly 2,000 Incremental City Pairs with More than 90% US Airways/Delta Passenger Share Note: All share calculations are based on passenger traffic; includes all non-directional city pairs recorded in DB1B from 2Q 2005to 2Q 2006; excludes US Airways and Delta locations that will not be serviced going forward based on the OAG November 2006 data Source:OAG November 2006; DB1B data -YE 2Q 2006Regulatory Risk
 

 
 
 

Merger Would Create 1,402 Incremental Domestic City Pairs With More than 90% US Airways/Delta Passenger Share ALLENTOWN ALBUQUERQUE ALBANY NANTUCKET AUGUSTA ALBANY To ANCHORAGE ALTOONA WATERTOWN ATLANTA AUGUSTA AUSTIN ASHEVILLE SCRANTON KALAMAZOO HARTFORD BRADFORD BAKERSFIELD BINGHAMTON BANGORBAR HARBOR BIRMINGHAM BILLINGS BECKLEY PRINCETON NASHVILLE BOISE BOSTON BRUNSWICK BUTTE BATON ROUGE BURLINGTON BUFFALO BURBANK BALTIMORE BOZEMAN COLUMBIA AKRONCEDAR CITY CHATTANOOGA CHARLOTTES VILLE CHARLESTON CEDAR RAPIDS CLEVELAND CHARLOTTE COLUMBUS COLORADO SPRNGS CASPER CORPUS CHRISTI CHARLESTON COLUMBUS CINCINNATI DAYTONA BEACH DAYTON WASHINGTON-DCA/IAD DENVER DALLAS-FORT WORTH DOTHAN DURAN GODES MOINES DETROIT DU BOISE AGLEEL KOEL PASOERIEEUGENE EVANSVILLE NEW BERN NEWARKKEY WEST To FAIRBANKS FRESNO FAYETTEVILLE KALISPELL FRANKLIN FLAG STAFF FORT LAUDERDALE FLORENCE FARMINGTON SIOUX FALLS GARDEN CITY SPOKANE GRAND JUNCTION GAINESVILLE GULFPORT GREEN BAY FT HOOD GRAND RAPIDS GREENSBORO GREENVILLE GREAT FALLS HAGERSTOWN LAKE HAVASUCITY WHITE PLAINS HUNTSVILLE ASHLAND NEW HAVEN HYANNISHAYS HOUSTON WICHITA IDAHO FALLS WILMINGTON INDIANAPOLIS WILLIAMSPORT ISLIP JACKSON JACKSON JACKSONVILLE NEW YORK-JFK/LGA JOHNSTOWN LANSING LAS VEGAS LOS ANGELES LEBANON LEXINGTON LAFAYETTE LONG BEACH LITTLE ROCK LANCASTER GREENBRIER LEWISTON LYNCHBURG KANSAS CITY ORLANDO HARRISBURG MERIDIAN MEMPHIS MISSION/MCALLEN MEDFORD MONTGOMERY MANHATTAN MANCHESTER MIAMI MILWAUKEE MELBOURNE MONROE MOBILE SALINAS/MONTEREY MADISON MISS OULAMINN /ST PAUL MASSENA NEW ORLEANS MARTHA'S VINEYARD MYRTLE BEACH JACKSONVILLE OAKLAND To KAHULUI OKLAHOMA CITY OMAHA ONTARIO CHICAGO-ORD NORFOLK WEST PALM BEACH PORTLAND PANAMA CITY GREENVILLE NEWPORT NEWS PHILADELPHIA PHOENIX PITTSBURGH PENSACOLA PRESQUE ISLEPALM SPRINGS PROVIDENCE PORTLAND BEND/REDMOND RALEIGH/DURHAM RICHMOND ROCKLAND RENOROANOKE ROCHESTER FORT MYERS SAN DIEGO SAVANNAH SANTA BARBARA SOUTHBEND SAN LUIS OBISPO SALISBURY STATE COLLEGE LOUISVILLE SEATTLE SAN FRANCISCO SPRINGFIELD STAUNTON SHREVEPORT SAN JOSE SAN JUAN SALT LAKE CITYS ALINA SACRAMENTO ORANGE COUNTY SARASOTA ST LOUIS ST THOMAS ST CROIX SUN VALLEY NEWBURGH SYRACUSE TALLAHASSEE TOLEDO TAMPA BRISTOL TULSA TUCSON TWIN FALLS KNOXVILLE VALDOSTA FORT WALTON BEACH WEST YELLOWSTONE FAYETTEVILLEY UMA To KAHULUI Regulatory Risk Note: All share calculations are based on passenger traffic; includes all non-directional city pairs recorded in DB1B from 2Q 2005 to 2Q 2006; excludes US Airways and Delta locations that will not be served going forward based on the OAG November 2006 data; excludes airports that neither US Airways nor Delta serve to account for code share agreements Source:OAG November 2006; DB1B data -YE 2Q 2006
 

 
 
 

Merger Would Create 569 Incremental International City Pairs With More than 90% US Airways/Delta Passenger Share ALLENTOWN NANTUCKET AUGUSTA ALBANY AMSTERDAM ANTIGUA WATERTOWN ATLANTA ARUBA ASHEVILLE SCRANTON BARCELONA HAMILTON HARTFORD BAKERSFIELD BARBADOS/BRIDGETOWN BINGHAMTON BANGOR BIRMINGHAM BILLINGS BOISE To MUMBAI BOSTON BRUSSELS BUDAPEST BUFFALO BELIZE CITY COLUMBIA AKRON CEDAR CITY PARIS-CDG CHATTANOOGA CHARLOTTESVILLE CHARLESTON CLEVELAND CHARLOTTE COLORADO SPRINGS CHARLESTON CANCUN CINCINNATI COZUMEL DAYTON WASHINGTON-DCA DUBLIN DÜSSELDORF EDINBURG HERIEEUGENE NEW BERN FAYETTEVILLE ROME FORT LAUDERDALE FLORENCE FREE PORT FRANKFURT GARDEN CITYGRAND CAYMAN GUADALAJARA SPOKANEGRAND JUNCTION GAINESVILLE GULFPORT GRAND RAPIDS GREENSBORO GREENVILLE GUATEMALA CITY GUAY MASHER MOSILLO WHITE PLAINS HUNTSVILLE ASHLAND NEW HAVEN IDAHO FALLS WILMINGTON INDIANAPOLISIS LIPISTANBUL JACKSON JACKSONVILLE KIEV KINGSTON LOS ANGELES LEXINGTON NEW YORK-LA GUARDIA LONDON-LGWLIBERIA LITTLE ROCKLYNCHBURG MADRID MANCHESTER MONTEGO BAY HARRISBURG MEMPHIS MEXICO CITY MONTGOMERY MANCHESTER MILWAUKEE MOBILE MONTERREY MUNICH MILAN MYRTLE BEACH MAZATLAN NASSAUNICE JACKSONVILLE OAKLAND OKLAHOMA CITY ONTARIO NORFOLK WEST PALM BEACH NEWPORT NEWS PHILADELPHIA POCATELLO PITTSBURGH PROVIDENC IALES PENSACOLAPA SCO/KENNEWICK PALM SPRINGS PANAMA CITY PUNTA CANA PROVIDENCE PUERTO VALLARTA PORTLAND ROANOKE ROCHESTER FORT MYERS ROATANSAN SALVADORSAN DIEGOSAVANNAH SANTA BARBARA SOUTH BEND STATE COLLEGE To SANTIA GOLOUISVILLESANTO DOMINGOSAN JOSELOS CABOSSAN JOSEST KITTSSALT LAKE CITYORANGE COUNTY SHANNON SARASOTA STUTTGART ST MAARTEN SYRACUSE TALLAHASSEE To TEL AVIV BRISTOL TWIN FALLS BERLIN-TXLKNOXVILLEST LUCIA VENICE FAYETTEVILLE FREDERICTONHALIFAXOTTAWA MONTREAL VANCOUVER TORONTO ZÜRICH Regulatory Risk Note: All share calculations are based on passenger traffic; includes all non-directional city pairs recorded in DB1B from 2Q 2005 to 2Q 2006; excludes US Airways and Delta locations that will not be served going forward based on the OAG November 2006 data; excludes airports that neither US Airways nor Delta serve to account for code share agreements Source:OAG November 2006; DB1B data -YE 2Q 2006
 

 
 
 

Merger Would Create Presumption of Market Power Under DOJ Merger Guidelines for More Than 9,500 City Pairs Regulatory Risk Mergers That Create or Enhance Market Power Are Challenged By DOJ 8861,3131,4712,6251,9651,32101,5003,000100-200201-500501-1,5001,501-2,5002,501-4,000>4,000Number of highly concentrated city pairs impacted (HHI>1,800)Absolute HHI increase Note: Herfindahl-Hirschman Index (HHI) is a common measure of market concentration used in antitrust analysis; includes all non-directional city pairs recorded in DB1B from 2Q 2005 to 2Q 2006 with an original HHI >1,800; excludes US Airways and Delta locations that will not be served going forward based on the OAG November 2006 data; excludes airports that neither US Airways nor Delta serve to account for code share agreements Source:OAG November 2006; DB1B data -YE 2Q 2006; Department of Justice Antitrust Division DOJ Merger Guidelines state that increases of more than 100 HHI points (Herfindahl-Hirschman Index) in highly concentrated markets (HHI>1,800) creates a presumption that the merger is likely to create or enhance market power or facilitate its exercise This merger would create presumption of market power in city pairs accounting for 26% out of 36,257 city pairs served by US Airways/Delta impacting 140M passengers and $24B in revenue per year DOJ Merger Guidelines state that increases of more than 100 HHI points (Herfindahl-Hirschman Index) in highly concentrated markets (HHI>1,800) creates a presumption that the merger is likely to create or enhance market power or facilitate its exercise This merger would create presumption of market power in city pairs accounting for 26% out of 36,257 city pairs served by US Airways/Delta impacting 140M passengers and $24B in revenue per year
 

 
 
 

US Airways and Delta Have 31 Overlapping Nonstop Domestic Routes Regulatory Risk12 of Which Would Become Monopoly Routes Due to the Merger Overlapping & monopoly routes US Airways/Delta merger would directly reduce competition on these routes impacting 11.6M annual passengers and accounting for $1.6B in annual revenue US Airways/Delta merger would directly reduce competition on these routes impacting 11.6 M annual passengers and accounting for $1.6B in annual revenue Monopoly routes Phoenix Las Vegas Fort Lauderdale Orlando Salt Lake City Key West Atlanta Charlotte Charleston Huntsville Savannah Greenville/Spartanburg Greensboro Raleigh/Durham Columbus Boston New York -JFK Washington Cincinnati Richmond Portland Philadelphia Myrtle Beach New York -LGA Note: Accounts for new announced services Source:OAG November 2006; DB1B data -YE 2Q 2006 Atlanta Atlanta Atlanta Atlanta Atlanta Boston Boston Boston Boston Boston Charleston Charlotte Charlotte Columbus Columbus Cincinnati Washington, DC Washington, DC Washington, DC Key West Fort Lauderdale Greensboro Grnvlle/Spartnbrg NY-JFK Las Vegas Las Vegas NY -LaGuardia NY -LaGuardia NY -LaGuardia NY -LaGuardia Phoenix Charlotte Washington, DC Las Vegas Philadelphia Phoenix Washington, DC Las Vegas NY -LaGuardia Myrtle Beach Savannah NY -LaGuardia Cincinnati NY -LaGuardia Washington, DCNY -LaGuardia Philadelphia Huntsville NY -LaGuardia Savannah Orlando Las Vegas NY -LaGuardia NY -LaGuardia Las Vegas Orlando Salt Lake City Portland Raleigh/Durham Richmond Savannah Salt Lake City-------------------------------
 

 
 
 

Overlapping Networks Would Significantly Reduce Competition on Several Fronts • In terms of passenger share, US Airways/Delta would be the largest carrier in several areas-Largest carrier along the entire East Coast and the Mountain West-Largest carrier in 23 states—more than any other carrier in the US • US Airways/Delta would also have greater than 65% passenger share in over 71 cities in the US-Majority of these cities are along the East Coast-None of these cities has a significant low cost carrier presence Source:OAG November 2006; DB1B data -YE 2Q 2006 Regulatory Risk
 

 
 
 

Merger Would Substantially Reduce Competition at Boston, New York-LaGuardia, and Washington-Reagan National Airports Combined Entity Would Have Significant Share Advantage Over Nearest Competitor BOS DCA LGA Note: Share position analysis based on passenger traffic; American Airlines represents US Airways/Delta’s nearest competitor at BOS, LGA, and DCASource:DB1B data -YE 2Q 2006; Department of Justice US Airways/Delta passenger share position 38.4 17.0 39.6 24.5 48.5 16.6 2.9x 1.6x 2.3x Nearest competitor US Airways/ Delta Nearest competitor US Airways/ Delta Nearest competitor US Airways/ Delta Number of non-stop routes where merger would reduce competition from... 2 to 1 carrier3 to 2 carriers Total 2 to 1 carrier3 to 2 carriers Tota l2 to 1 carrier 3 to 2 carriers Total 2 5 7 7 5 1 2 3 3 6
 

 
 
 

Proposed Merger Is Far More Anticompetitive Than the Attempted US Airways/ United Airlines Merger Rejected by the DOJ After a 14-Month Investigation (1) Highly concentrated markets have a HHI of ≥1,800 (2)HHI = Herfindahl-Hirschman IndexSource:DB1B data YE 2Q 2006, YE 2Q 2001 and YE 2Q 2006; OAG 4Q 2000, 2Q 2001, and November 2006 Criteria Incremental city pairs with more than 90% passenger share City pairs creating presumption of market power under DOJ Merger Guidelines • Number of highly concentrated (1) city pairs with an HHI (2) change ≥100 Overlapping nonstop routes • Number of overlapping nonstop domestic routes Overlapping hubs • Overview of overlapping hubs US Airways/Delta (2006) 1,971 9,581 31 US Airways/United Airlines (2001) 558 3,529 21 • Atlanta -Charlotte • Pittsburgh -Cincinnati • Philadelphia -NY/JFK • Phoenix/Las Vegas -Salt Lake City • Baltimore -Washington Dulles -Philadelphia/Pittsburgh Regulatory Risk 3.5x higher 2.7x higher 1.5x higher 4x more
 

 
 
 

Low Cost Carriers Would Not Solve Competitive Problems • US Airways/Delta would be the largest carrier in 127 small communities-Reduction of service likely for these 127 small communities-Reduction in competition likely to result in increased fares or loss of service based on previous actions following the US Airways/America West merger • Low cost carriers avoid serving small communities-Only 14 of these 127 cities have low cost carrier service today-Only 17 of the remaining 113 cities are within 60 miles of an airport served by low cost carriers-Low cost carrier growth since 2000 has focused on large and medium markets-Despite significant growth in number of markets served (67% since 2000), low cost carriers have made very limited entries into small and non-hub markets Note: Small communities as categorized by the FAA (small and non-hub airports)Source:DB1B data -YE 2Q 2006; OAG 1Q 2000 and November 2006Regulatory Risk
 
 

 
 
 

US Airways/America West Merger Led to Reduction of Service in Small Communities US Airways/Delta Merger Would Result in Even Greater Reductions(1) Based on OAG May 2005 and May 2006 data Note: “Small communities” as categorized by the FAA (small and non-hub airports) 5 26 66 97 0 20 40 60 80 100 120 Small/non-hub cities with service gains Small/non-hub cities with no change in service Small/non-hub cities with service decreases Total small/non-hub cities served US Airways’ small community service changes after America West merger(1)Number of cities Regulatory Risk
 

 
 
 

Since Its Merger with America West, US Airways Has Raised Fares More than Competitors (1) Based on average fare increases for American Airlines, Continental Airlines, Delta Air Lines, Northwest Airlines and United Airlines Source: DB1B data -2Q 2005 and 2Q 2006 US Airways average fares increased nearly 2 times that of other legacy carriers (1) US Airways has increased average fares in almost 4 times as many markets as it has lowered them14.4 24.3 0 10 20 30 US Airways Average for the other legacy carriers YOY average market fare change (%)2Q 05 vs. 2Q 06 -weighted by traffic 1,742 6,599 0 2500 5000 7500 Fare increases Fare decreases Number of routes2Q 05 vs. 2Q 06Regulatory Risk
 

 
 
 

Low Cost Carriers Avoid Serving Small Communities(1) Measured by average daily departures Note: Includes all markets served by Southwest, AirTran, Frontier, and JetBlue; airport segmentation as per FAA classification Source:OAG 1Q 2000 and November 2006Despite significant growth in number of markets served (67% since 2000), low cost carriers have made very limited entries into small and non-hub markets Despite significant growth in number of markets served (67% since 2000), low cost carriers have made very limited entries into small and non-hub markets 275 1,213 1,291 4 389 2,485 1,652 7 0 500 1,000 1,500 2,000 2,500 3,000 Domestic cities served by low cost carriers(1)Evolution of low cost carrier service by market type 2000 2006 Non-hub < 0.5M passengers/year Small 0.5M-1.75M passengers/year Medium 1.75M-7.0M passengers/year Large >7.0M passengers/year Low Cost Carrier Growth Since 2000 has Focused on Large and Medium Markets Regulatory Risk
 

 
 
 

Proposed Merger Would Likely Be Challenged by Regulators Conclusion • Proposed merger is anticompetitive because of-Overlapping networks-Significant reduction of competition on thousands of city pairs-Domination of more than 70 cities and 3 key East Coast airports • Proposed merger would be more anticompetitive than the attempted US Airways/United Airlines merger in terms of-Dominated city pairs-Unacceptable decreases in competition-Overlapping nonstop routes-Overlapping hubs • Contrary to US Airways’ claims, these competitive problems would not be solved by-Low cost carrier entry-Claimed efficiencies-Divestitures Regulatory Risk US Airways/Delta merger will have serious adverse consequences for consumers and small communities US Airways/Delta merger will have serious adverse consequences for consumers and small communities
 

 
 
 

US Airways Has Significantly Understated the Labor and Cultural Risk of the Proposed Merger(1) Company analysis Labor Risk • Labor integration still not complete between America West and US Airways-Only recently started arbitration process for integrating America West/US Airways pilot seniority lists-US Airways has completed only one labor contract covering a merged employee group • Labor issues surrounding Delta transaction are overwhelming -the transaction would present-9 disputes over union representation -10 disputes over seniority integration -9 negotiations (potentially) for single labor agreements • With a ~10% capacity and ~180 aircraft reduction, labor implications would be significant -~10,000 jobs eliminated(1)-~900 mainline pilot jobs eliminated(1)
 

 
 
 

Merger “Synergies” at the Expense of Employees • Impact on seniority and job security of the remaining employees would have serious consequences-Hostile workforce, potential job actions-Poor customer service-Inefficient operations Merger would result in the loss of ~10,000 jobs and ~180 aircraft Merger would result in the loss of ~10,000 jobs and ~180 aircraft • Delta pilot contract does not allow for a reduction of scheduled pilot block hours below pre-merger levels-Directly conflicts with US Airways’ proposal to reduce capacity of the combined network by ~10%-Cannot achieve synergies as proposed Proposed reduction of flying is incompatible with the Delta pilot contract Proposed reduction of flying is incompatible with the Delta pilot contract Negative labor synergies of the proposed merger outweigh proposed cost synergies Negative labor synergies of the proposed merger outweigh proposed cost synergies Labor Risk
 

 
 
 

“This failure [to integrate US Airways and America West] calls into question their ability to successfully merge three airlines, continue to serve their passengers, deliver dividends to their investors, and maintain a motivated employee base .”John McIlvenna, America West Master Executive Council Chairman, December 2006Employees Opposed to a US Airways/Delta Merger Labor unrest poses a substantial risk to consummating the proposed merger Labor unrest poses a substantial risk to consummating the proposed merger Labor Risk “The US Airways hostile merger attempt represents an extreme threat to the careers of all the Delta employees .”Delta pilots in letter to employees, 12/5/06 “We are against this merger...we’re going to stop this merger. ”Lee Moak, Delta’s ALPA Master Executive Council Chairman, AP Report, 12/6/06“This is truly the fight for the soul of a company that is a very special company... There's always been a close relationship between our management...and our people, and we have a strong and clear interest in preserving the Delta culture .”Christopher Muise, Delta Board Council Member, The Boston Globe, 11/23/06
 

 
 
 

Proposed Merger Synergies Premised On US Airways’ Flawed Economic Assumptions • Merger benefits premised on reducing capacity of the combined airlines by 10% -As a result, total revenues will be less than the sum of the two standalone carriers-Assumes an unachievable level of fixed cost savings without the elimination of hubs or furlough of employees-This is an unrealistic assumption -benefits are overstated and unsustainable • Substantial network synergies have already been realized through Delta’s Transformation Plan • US Airways cost savings unrealistic as currently portrayed • One-time costs would exceed $1B • Additionally, many negative synergies are not reflected in US Airways’ projections, further reducing merger value-Increased fleet complexity-Loss of alliance value-Decline in customer service-Labor cost negative synergies associated with integration Assumption Risk Also Excludes Significant Negative Synergies
 

 
 
 

Merger Benefits Premised on Reducing Capacity of the Combined Airlines Assumption Risk Combination Creates No New Revenue Sources...would drive a net revenue reduction Substantial capacity cuts... •~10% combined capacity reduction • Reduction of ~180 aircraft • Divestiture of shuttle • Reduction of hub departures • Reduced service from small communities Revenues US Airways stand alone Delta standalone Net revenue reduction Combined entity
 

 
 
 

$935M Net capacity-related revenue reduction Capacity-related cost reduction Presence Total Network Benefits are Overstated and Not Sustainable US Airways’ claimed network synergies Assumption Risk “Capacity” synergies $777M “S-curve” synergies $158M • Vast majority of total costs assumed eliminated without-Closing a hub-Canceling cities-Furloughing employees-Eliminating fleet types Revenue assumptions are unrealistic......and cost assumptions are not credible • No competitive backfill impact • No impact from loss of alliance benefits • Fail to account for fundamental improvement in Delta’s performance over the past twelve months Source: US Airways
 

 
 
 

Substantial Network Synergies Have Already Been Realized Through Delta’s Transformation Plan Assumption Risk US Airways’ Model Discounts Recent Performance Mainline RASM performance (1) (3Q 06 vs. 3Q 05, % change) (1) SEC filings, Length-of-haul adjusted 17.1 10.0 9.4 9.2 9.2 9.2 8.4 6.2 3.7 • Delta’s RASM improvement leading the industry • Much of the RASM-based synergy value assumed by US Airways has already been captured by Delta alone
 

 
 
 

30Increased Costs Are More Likely than US Airways’ Projected Savings of $710MDelta estimate ($M) 110 75 25-60 65 (400) -(600)* (90) -(325) US Airways’ estimate ($M)200150100350(90)710Cost category Information Systems Overhead Facilities Other Expenses Labor Total Cost Synergies Assumption Risk* Excludes costs related to Delta pilot contract provision which prohibits a reduction of scheduled pilot block hours from pre-merger levels Difference ($M )(90) (75) (40)-(75) (285) (310) -(510) (800) -(1,035) Cost synergies(1) America West alone is 0.45; twelve months ended 9/30/06. DLCASM is 0.59 for same period Source: MIDT; usairways.com; US Airways presentation; Company analysis One example: Selling expenses US Airways asserted $250M in selling synergies (“Move Delta’s selling expense CASM of 0.60 closer to US Airways’0.45”)US Airways overstated CASM gap by $100M•US Airways selling expense CASM is 0.49, not 0.45(1)Delta’s international mix explains remainder of selling expense gap • Delta carries 2.5x the international traffic of US Airways • International commissions and booking fees higher One example: Selling expenses US Airways asserted $250M in selling synergies (“Move Delta’s selling expense CASM of 0.60 closer to US Airways’0.45”)US Airways overstated CASM gap by $100M•US Airways selling expense CASM is 0.49, not 0.45(1)Delta’s international mix explains remainder of selling expense gap • Delta carries 2.5x the international traffic of US Airways • International commissions and booking fees higher
 

 
 
 

US Airways Likely Understating One-Time Costs That Delta Estimates Exceed $1 Billion Assumption Risk 240 1125 60 60 290 200 300 130 65 200 1,185 0 250 500 750 1,000 1,2501,500 IT transition Termination of credit card agreement Operations Labor Contracts/Other Contingency Total $M(1) • Delta assumes transition to US Airways’ technology platform • Assumes termination of US Airways’ Juniper credit card agreement • Assumes tech operations integration and conversion of US Airways fleet and airport locations to match Delta brand • Delta includes crew training events and costs, employee severance and relocation • Includes professional fees, termination payments for HR contracts, and reservations lease buy-outs • Contingency in case of significant disruption following merger (e.g., labor, reservations system) 123456123456(1)In addition, merger would require another $325M cash outflow for repayment of pre-paid miles Source: US Airways, SEC filings(1)(1)
 

 
 
 

Additional Negative Synergies Are Not Reflected in US Airways’ Projections • Merger combines two different fleets -Boeing and Airbus fleet-No common aircraft/engine combination between the two fleets • Increased fleet complexity would add six steps to the pilot training ladder Increased fleet complexity Increased fleet complexity • Divestitures of slots and gates at New York-LaGuardia and Washington-Reagan National airports would be larger than US Airways suggests-US Airways/Delta would operate 2x more slots than next largest carrier at LGA-US Airways/Delta would operate 4x more slots than next largest carrier at DCA Divestiture of high-value assets Divestiture of high-value assets • US Airways does not account for negative impact on RASM and revenue from competitive backfill in major markets from 10% capacity reduction-Implies negative revenue impact of $290 -$370MCompetitive backfill Competitive backfill • Delta loss of Northwest/Continental/Alaska alliances • US Airways loss of United alliance • Combined entity loss of either Star or SkyTeam alliance Loss of domestic and international alliances Loss of domestic and international alliances • Delta’s customer service rated #1 or #2 in every J.D. Power customer service dimension • Brand image and revenues likely to suffer when combined with US Airways’ sub-standard service -costing the combined carrier loyal and valued customers Decreased customer service Decreased customer service Assumption Risk Source: Company analysis
 

 
 
 

Merger Would Create a Mismatched Fleet Merger would increase fleet complexity......driving increased crew training events and costs Short-haul domestic Long-haul domestic Transoceanic 737-200737-300737-300GMD-88MD-90737-800757-200767-200767-300767-300ER767-400MD-11767-300ER777-200MD-88MD-90737-800757-200767-300767-300ER767-400ER777-200737-300737-400MD-88MD-90A319A320737-800A321757-200767-300767-200ER767-300ERA330767-400ER777-200Delta before Chapter 11Delta today US Airways/ Delta Step 1Step 6Step 2Step 7Step 3Step 8Step 4Step 9Step 5Step 10Pilot Training Ladder Today757/767 Int'l764/777MD88/90 (New Pilot)737-800CaptainMD88/90737-800757/767 Dom757/767 Dom 757/767 Int'l764/777First Officer Step 1Step 9Step 2Step 10Step 3Step 11Step 4Step 12Step 5Step 13Step 6Step 14Step 7Step 15Step 8Step 16A330A330764/777764/777757/767 Dom757/767 Dom 757/767 Int'l757/767 Int'l737-800737-800A320A320737-300/400 (New Pilot)737-300/400MD88/90MD88/90US+HP+DL Pilot Training Ladder First Officer Captain Fleet types added through merger Assumption Risk More fleet types than Delta pre-bankruptcy More fleet types than Delta pre-bankruptcy Much more complex (and costly) pilot training pipeline Much more complex (and costly) pilot training pipeline
 

 
 
 

Required Slot and Gate Divestitures at Key East Coast Airports Larger than US Airways Suggests Note: One slot refers to one arrival or one departure US -US Airways; DL -Delta Air Lines; AA -American Airlines; UA -United Airlines; NW -Northwest Airlines; CO -Continental Airlines; FL -AirTran Airways; B6 -JetBlue Airways; WN -Southwest Airlines Source: OAG November 2006, snapshot of operating performance, November 17, 2006 108 0 16 26 38 48 56 256 0 400 800 US/DLcurrentAAUANWCOFLB6WNAllOtherSlotsUS Airways/Delta slots after shuttle divestiture New York-LaGuardia Operating Slots by Carrier 6 200 10 32 46 50 1 200 300 600 US/DLcurrentAANWCOUAFLB6WNAllOtherSlotsUS Airways/Delta slots after shuttle divestiture Washington-Reagan National Operating Slots by Carrier Combined US Airways/Delta would operate over 2x more slots than next largest carrier Combined US Airways/Delta would operate nearly 4x more slots than the next largest carrier “We would be very interested in any assets that are divested”-Southwest CEO Gary Kelley, Wall Street Journal, 11/21/2006“We are interested in assets, obviously. The ones in particular we’d be interested in would be LaGuardia and DCA.”-JetBlue CEO David Neeleman, Reuters, 12/5/2006650586508476US Airways Delta Assumption Risk Already Attracting Interest of Low Cost Carriers
 

 
 
 

Source: J.D. Power and Associates 2006Going from Best to Worst an Additional Revenue Risk Reservation Overall J.D. Power Ranking Cost and Fees Score In flight Service Flight Crew Aircraft Condition/ Cleanliness Boarding/ Deplaning/ Baggage Low Ranking High Assumption Risk Delta’s Top Rated Customer Service Likely to Suffer As a Result of Merger
 

 
 
 

Deal Structure Would Create the Highest Debt Load in the Industry Financial Risk Reverses Restructuring of Balance Sheet 8.1 11.1 12.4 13.5 18.1 18.6 23.2 ProposedUS Airways /Delta Merger Delta 2005AmericanUnitedContinentalDelta Plan US Airways Adjusted Total Debt By Carrier(1)Adjusted total debt($B) (1)Includes on-balance sheet debt plus 7x LTM aircraft rent as of 9/30/06; Delta 2005 data as of 6/30/2005; Delta plan assumes 4/30/07 emergence Source: SEC filings, Company analysis
 

 
 
 

US Airways Merger Would Unwind Delta’s Progress and Result in Excessive Integration Risk • Merger would reverse improvements gained through Transformation Plan-Reverses international diversification efforts-Substantially increases fleet complexity and increases training pipeline • Merger would involve integration of three airlines -US Airways/America West merger not nearing completion, as management claims-Virtually all labor contracts remain in negotiation-IT consolidation proving more difficult than anticipated Integration Risk
 

 
 
 

Although Doug Parker Stated That the America West/ US Airways Integration Was On Track, SEC Filings DisagreeIntegration Risk • “We have encountered complications and difficulties in integrating some of the Company’s automated systems and have not completed those integration efforts, including efforts to combine our two computerized airline reservation systems...” • “[US Airways/America West] face significant challenges in consolidating functions, integrating their organizations, procedures and operations in a timely and efficient manner and retaining key Company personnel...” • “Some of our unions have brought grievance arbitrations in the context of the labor integration process. Unions may bring additional court actions or grievance arbitrations and may seek to compel us to engage in the bargaining process...”In the Spring of 2006, Parker took an optimistic stance on integration efforts.....but a recent SEC filing(2) told the real story • “We are exceptionally pleased with where we are”(1)-Doug Parker, CEO US Airways (March 2006) • “We are making tremendous progress with our integration in all areas"(1)-Doug Parker, CEO US Airways (March 2006) (1)The Wall Street Journal, March 7, 2006 (2) US Airways 10-Q for quarter ended September 30, 2006
 

 
 
 

Extended Timeline for US Airways/Delta Merger Would Be Uncertain and Costly 1Q07 3Q07 2Q07 4Q07 1Q08 2Q08 Additional activities required for Delta to emerge from bankruptcy under US Airways proposal 1. Due diligence and negotiation 2. Merger agreement 3. HSR/EU/DOT (1) filing 4. Bankruptcy court approval of auction procedures 5. Auction period 6.HSR period 7.Vendor contract renegotiation period 8. Prepare and file POR+DS(2) 9. DS hearing 10. Filing of proxy with SEC 11. Shareholder approval 12. Solicitation period 13. Confirmation hearing 14. Close/exit Critical activities required to emerge/close in merger scenario Emerge/close in 1 H07(~6.5 months)Time of emergence unclear(Delta estimate minimum 12 months for regulatory review)Delta standalone (current plan)US Airways’ suggested merger timeline Delta estimated merger timeline Emerge Spring2007 (~4 months)(1) Hart-Scott-Rodino/European Union/Department of Transportation; (2) Plan of Reorganization and Disclosure Statement Standalone Plan on Track; Merger Scenario Would Significantly Delay Exi Additional restructuring activities would lengthen timeline past regulatory review
 

 
 
 
 

US Airways Would Be a Poor Strategic Fit for Delta Provides no “new” value • Highly overlapping networks create “synergies” by shrinking -therefore, combination does not offer new value to customers Unwinds progress made against Transformation • Reverses international revenue diversification strategy • Increases fleet complexity • Puts at risk the gains made in operational and customer service performance • Loads up the balance sheet with debt Does not create competitive advantage • Does not close existing gaps in each network (e.g. West Coast, Asia) • Combined entity would be left in a weak strategic position
 
 
 
 

 
 
 
 

Non-GAAP to GAAP Reconciliation Appendix
 
 
 

 
 
 
 

Length-of-Haul Adjusted Consolidated Passenger RASM Month Ended October 31, 2005 Consolidated Passenger revenue (in millions) (1) 1,190 $ Available Seat Miles (ASMs) (in millions) (1) 12,941 Passenger RASM 9.20 ¢ LOH adjustment to industry average (0.58) LOH adjusted Passenger RASM (2) 8.62 ¢ Industry Passenger RASM 10.05 ¢ LOH adjusted Passenger RASM as a percentage of industry 86% (1)These financial measures exclude Delta's charter business. (2) Delta presents length-of-haul adjusted PRASM because management believes this provides a more meaningful representation of unit revenue due to changes in Delta's route network. 42
 
 
 

 
 
 
 

Mainline Length-of-Haul Adjusted Passenger RASM 2006 2005 Mainline passenger revenue (in millions) (1) 3,207 $ 3,022 $ Available Seat Miles (ASMs) (in millions) (1) 33,582 35,040 Mainline passenger RASM 9.55 ¢ 8.62 ¢ LOH adjustment to industry average- (0.47) LOH adjusted passenger RASM 9.55 ¢ 8.15 ¢ % Performance Improvement vs. 2005 17.1% (1)The above financial measures exclude Delta's charter business. Three Months Ended September 30, 43
 
 
 

 
 
 
 
 

Net Debt(in millions)Long-term debt and capital leases14,082 $ Aircraft rent for the twelve months ended June 30, 2005647 $ Multiplied by 77 Implied aircraft debt 4,529 Total debt (1) 18,611 $ Less: Cash and cash equivalents (1,341) Short-term investments (330) Total cash and cash equivalents and short-term investments (1,671) Net debt (1) 16,940 $ June 30, 2005 (1) Delta uses total debt, including aircraft rent, in addition to long-term debt and capital leases, to present estimated financial obligations. Delta reduces total debt by cash and cash equivalents and short-term investments to present the amount of additional assets needed to satisfy debt. 44