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Executives

Jill Greer – Director, Investor Relations

Richard Anderson – Chief Executive Officer

Edward Bastian – President and Chief Financial Officer

Analysts

Mike Linenberg – Merrill Lynch

Gary Chase – Barclays Capital

Jamie Baker – J. P. Morgan

Ray Neidl – Calyon Securities

William Green – Morgan Stanley

Hunter Keay – Stifel Nicolaus & Co.

Daniel McKenzie – Credit Suisse

Bob McAdoo – Avondale Partners

Kevin Crissey - UBS

Chris Cuomo – Goldman Sachs

Michael Derchin – FTN Midwest Securities

[Bill Torres – Rod Point Capital]

Delta Airlines, Inc. (DAL) Q3 2008 Earnings Call October 15, 2008 10:00 AM ET

Operator

Welcome to the Delta Airlines September 2008 quarter financial results conference call. (Operator Instructions) I would now like to turn the call over to Jill Greer, Director of Investor Relations for Delta Airlines.

Jill Greer

Speaking on today’s call are Richard Anderson, Chief Executive Officer and Ed Bastian, President and Chief Financial Officer. Also joining us for Q&A are Glen Hauenstein, Executive Vice President of Network and Revenue Management; Mike Campbell, Executive Vice President of HR, Labor Relations and Communications; Steve Gorman, Executive Vice President of Operations; [Anne Coulter], Senior Vice President and Controller and Paul Jacobson, Senior Vice President and Treasurer.

Today’s discussion contains forward-looking statements that represent our beliefs or expectations about future events. All forward-looking statements involve risks and uncertainties that could cause the actual results to differ materially from the forward-looking statements. Some of the factors that may cause such differences are described in our SEC filings. We will also discuss certain non-GAAP financial measures. You can find the reconciliation of those non-GAAP measures on our Investor Relations website at www.delta.com.

Finally, I’d like to ask when we get to the Q&A portion of the call we limit each participant to one question plus a follow-up.

With that, I’ll turn the call over to our Chief Executive Officer.

Richard Anderson

It is probably an understatement to say it has been a challenging year with record fuel prices and now we face economic uncertainties in the global markets and some uncertainty in terms of where the economies around the world are going to be performing. Through all of that, our employees have done a really good job and we thank them for their commitment to building the airline and providing good service to our customers and running a good operation. We appreciate that.

For the September quarter we reported a net loss of $26 million excluding special items. While we are never happy to post a loss it is a modest loss considering costs related to fuel prices were more than $800 million higher than last year. On a GAAP basis we recorded a $50 million net loss which included $24 million in special items primarily related to our domestic capacity reductions and merger expenses.

Consistent with what we have talked with you in the past, we posted strong top line growth of 9% and maintained good cost discipline. Through our solid revenue performance, cost initiatives and fuel hedge strategy we were able to cover more than 60% of the impact of costs from higher fuel prices.

On the operational side we are running a good airline. While we definitely faced some challenges this quarter with some severe weather and congestion in the northeast and an air traffic control computer outage, we had a five point improvement in on-time arrivals this quarter and Delta ranked in the top tier for on-time performance during the past twelve months. We also improved the customer experience with more than 50% decline in involuntarily denied boardings in the third quarter. Our baggage performance continues to improve. We had a 40% decline in the number of mishandled bags year-over-year in the September quarter and with more than 30 million bags traveling through our Atlanta hub each year the investments we are making to overhaul the bagging system are critical and we expect to see our baggage numbers continue to improve.

We are making sure to recognize the role that our people play in these improvements. Delta employees received $10 million in shared rewards payments this quarter. I note that our good, on-time performance is coming with the most efficient scheduling in the industry. When you look at the spread between our block time reliability and our arrival performance we are running the most efficient operation in the industry. We are not getting it by adding spare airplanes and padding our schedules.

I want to focus on a topic that has dominated headlines in recent weeks; the credit crisis and how it is impacting Delta. The turbulence in the market coupled with a soft economy and high fuel prices have created a pretty significant financial storm, the effects of which have rippled through the economy in every market around the world and touched almost every consumer and business. I just want you to know we are well positioned to weather the turmoil in the market.

Last winter and last February/March we led the industry by announcing significant domestic capacity reductions in response to high fuel prices and signs of economic softening. When fuel prices continued to climb we responded quickly and decisively with additional capacity cuts. Those reductions are all in place now. Our domestic capacity was down 10% this quarter and will be down 12-14% in the fourth quarter. We are continuing to trim capacity market-by-market as we watch demand.

We were first out of the box with capacity cuts. If you’ll recall we had a staff reduction of almost 4,400 people this last year. We will continue to manage that closely because we have a flexible, cost efficient fleet. We have a lot of airplanes that are paid for and the ability to change capacity and response demand is effectively a cashless exercise for us. We’re going to be doing that both domestically and internationally. I think Glen and Ed will be talking about a bit more international trimming we are doing in the fourth quarter.

We are not just removing capacity. We have been really committed to taking all the fixed costs associated with the business out when we do remove capacity and it has put us in a better position than our competitors to deal with the current market challenges.

Our liquidity balance remains strong. At the end of the third quarter we had $3.1 billion of liquidity which included about $800 million in the reserve primary fund money market. We have taken a small charge on our investment and we expect to recover nearly all of the investment as the primary fund works through its liquidation process.

We are taking steps to preserve our liquidity with the amendment to our credit card processing agreement to extend it to 2011. We continue to have no hold back and do not foresee any hold back during the term of the agreement. We also have financing commitments for all firm aircraft orders scheduled for delivery through 2010. The fact we don’t expect to tap tight credit markets to finance those deliveries is really significant.

In addition, we had ahead of us a fairly significant opportunity with our Affinity Card relationships. As the industry deals with the turbulent times in the credit and equity markets and the potential for a global recession there is a key difference that sets us apart in our ability to manage through challenging times and that is our merger with Northwest.

It can’t be overstated that the acquisition of Northwest clearly differentiates Delta from the pack by creating a global carrier with a very durable financial foundation. With combining two carriers that delivered the best pre-tax profit of the network carriers in the first half of the year and last year, Delta and Northwest have strong top line growth, best in class cost structure, solid balance sheets, strong cash position and the most capable employees in the industry. Together we will be able to improve our economics faster than either airline on a stand-alone basis by creating $2 billion in estimated synergies by 2012. That is very powerful considering the economic environment we are facing.

We have put a lot of work in to validating our synergy assumptions from the bottom up and we are very comfortable with our estimates we provided in the July 2008 investor update in terms of the timing of those synergies. When we first announced the merger it was more of a top down analysis and now we have actually done a significant amount of work in every piece of the organization and we know how we are going to get at it both on a cost and revenue side.

The merger is a game changer and we are excited about hitting a number of milestones this quarter. Both the Delta and Northwest pilot groups ratified an unprecedented four-year agreement which will enable us to accelerate network synergies. The pilot groups have committed to a binding arbitration process to determine an integrated seniority list which we will have in the fourth quarter. The important piece about this day one because of our existing relationship with Northwest in the domestic and international alliance relationship we will be able to have full-up code share day one to be able to immediately begin capturing the revenue synergies.

Stockholders of both airlines overwhelmingly approved the merger in September so the owners of both companies clearly see the benefits of the merger. The EU, the European Commission, gave their approval and we continue to work very closely with the DOJ on their analysis. We still expect to close in the fourth quarter.

The FAA accepted our plan for transition to a single operating certificate. We expect it will take roughly 18 months to fully integrate the two airlines and begin operating under one certificate, although we will operate effectively as a single carrier right after closing.

Northwest’s credit facility was amended, allowing us to close the merger with both companies’ credit facilities in place.

So, you can see we are moving forward on integration planning and we are doing it with speed to ensure we start to deliver synergies to shareholders immediately. We are still targeting to close the merger during the fourth quarter as I said earlier.

To sum up, it is a tough environment. In a tough environment you have to be able to react quickly and be prepared to do the things that are necessary to manage the airline through these pretty tough times and in a tough credit market. We have shown a real ability to rationalize domestic capacity, grow the top line, stay very focused on cost discipline and that is important because you can’t just take the airplanes out. You’ve got to take the fixed costs out that go alone with the airplane. And we’ve got to maximize and continue to preserve our liquidity.

We have been a leader in the industry for the last several years with international expansion and domestic capacity discipline and we expect to continue to be a leader making quick, decisive action if demand conditions deteriorate. We’ll continue to watch all of our markets closely and be prepared to pull back not just in the domestic markets but also internationally.

With that I’m going to turn it over to Ed. [audio interference] Then of course we’ll be here for your questions. Thank you for your attention.

Edward Bastian

We appreciate you joining us and taking your time with us this morning. As Richard said, excluding special items we recorded a net loss during the period of $26 million or $0.07 per share on a base of 396 million shares.

On a GAAP basis we reported a net loss of $50 million which included special items totaling $24 million. The special items included a $14 million charge for early termination fees under some of our contract carrier brands, a $7 million charge for merger related expenses and a $3 million net charge primarily related to facilities restructuring and some severance costs.

For the quarter our $26 million pre-tax loss compares to a $363 million in pre-tax income in the prior September quarter. Fuel prices drove over $1 billion in incremental expense for us this quarter and we were able to mitigate more than 60% of that additional cost through increased revenues of almost $500 million, productivity initiatives, and fuel hedging gains approximating $200 million.

On the revenue front our operating revenue improved 9% or almost $500 million year-over-year despite a decrease in capacity. International revenue grew 32% year-over-year which reflects the benefits of our multi-year international expansion that we began in 2005.

During the third quarter 41% of Delta’s capacity was in international markets which compares to 35% a year ago. Delta’s consolidated passenger unit revenue increased this quarter by 9% which factors in a 6% increase in length of haul, making total length of haul adjusted RASM up 12%. Yield was up 7% while traffic was flat on 1% lower capacity.

Domestic passenger RASM increased 8% driven by our capacity reductions and pricing actions. Unit revenue growth has been accelerating through the quarter and into the fourth quarter. International passenger RASM was up 14% on a double-digit capacity increase in the third quarter which reflects both strong yields and demand.

We are at a revenue premium to the industry. Our accelerated length of haul adjusted RASM as reported through the ATA was 102% of industry average year-to-date through August.

On the non-passenger side our total non-passenger revenue was up 26% in the quarter to over $740 million which gives us a run rate on an annualized basis of nearly $3 billion of non-passenger revenues. Cargo revenue grew $42 million in the quarter or a 35% increase which reflects higher yields and volume, particularly in the international markets. Our other net revenue increased $10 million or 23% which is driven by passenger fees, growth in our third-party MRO and Sky Miles revenue.

There has been a lot of attention around fee-based revenue in the industry. For Delta our total fee based revenue contributes about $1 billion to Delta on an annualized basis.

Moving to costs, in the September quarter our mainline CASM, x special items, increased 21% year-over-year due to the higher price of fuel. If you were to exclude fuel, special items and the 2007 profit sharing, mainline CASM increased 3% year-over-year to 6.72 cents. Controlling for foreign exchange pressures and a couple of favorable items we had last year, our mainline non-fuel unit costs were essentially flat on a year-over-year basis.

That is why we are continuing to make investment in products like Business Elite that are driving significant improvements in customer satisfaction, so good performance on the cost line. By year end we are expecting our mainline non-fuel costs to be flat, meaning we are getting all the costs out of our system from our capacity programs.

We hedged 51% of our third quarter fuel consumption at an average all-in fuel price of $3.45 per gallon. Our hedges reduced fuel expense by $179 million during the period. Lehman Brothers was a counter-party on some of our fuel hedging contracts. We have terminated obviously all of those contracts with Lehman and have placed them to other counter-parties.

In the quarter we incurred $25 million in mark-to-market losses on our hedges which are included in the non-operating expenses. Non-operating expenses increased roughly $90 million in the quarter. About 2/3 of that increase were quarter specific and should not be factored into going forward run rates. Those are the $25 million mark-to-market on fuel hedges, $26 million of foreign exchange losses in the quarter due to fairly significant changes in currency rates and a $13 million reserve on the Reserve Primary Fund impairment. The remaining difference in non-operating was still higher interest costs due to lower cash flow this year and the pull down of our revolver.

Turning to liquidity, we continue to focus on maintaining a strong cash position. We ended the quarter with unrestricted liquidity of $3.1 billion. Our capEx for the quarter was $288 million which includes $246 million in net expenditures for aircraft, parts and mods. During the quarter we borrowed $166 million to finance aircraft pre-delivery payments and the acquisition of four 737 new aircraft which were delivered this quarter. In addition, we paid out $148 million in debt maturities and capital lease obligations.

As Richard mentioned, our liquidity balance at the end of the third quarter includes an investment in the Reserve Primary Money Market fund. We have reclassified that investment from cash to short-term investment and recorded a $13 million impairment on the original $831 million investment. We expect to receive approximately $300 million from the Primary Fund in their initial distribution in the upcoming week and we expect to see the remaining investment as those assets are liquidated.

At the end of the September quarter we were in full compliance with all financial covenants and with the Northwest amendment earlier this year we expect the combined carrier to be in full compliance with all financial covenants in both agreements and do not foresee any issues to remain in compliance.

The drop in oil prices in recent weeks clearly provides upside for liquidity position but we may also have to post some additional cash collateral with our fuel hedge counter-parties. Anticipating this at year end if crude were to be at the $80 price point we would expect to post cash collateral in the $200-300 million range, most of which will burn off by the end of the first quarter of 2009 as contracts settle. While lower crude prices have impacted the value of our hedge portfolio on a short-term basis, the strategy has delivered more than $500 million in gains this year alone.

We expect to end the year with approximately $3 billion in cash on a stand-alone Delta basis and when combined with Northwest at roughly $6 billion as noted above those amounts may be impacted somewhat by short-term collateral needs on fuel contracts.

Turning to our expectations for the December 2008 quarter, in the fourth quarter we expect consolidated passenger unit revenue to be up 8-10% with domestic growth in the low teens. Non-passenger revenue which includes cargo, Sky Miles and our MRO operations to be roughly $700 million or up about 15%. Our operating margin should be in the range of a positive 1-3% with our mainline non-fuel cost CASM expected to be flat to up 2% year-over-year. We expect our fuel costs per gallon in the fourth quarter all in to be approximately $3.21 which includes the impact of fuel hedging.

We have calculated the fourth quarter jet fuel price using the market price of $2.58 which includes both taxes and transportation. We have roughly 30% of our fourth quarter consumption needs unhedged that will participate at that level. The average cost of our hedge position across our entire portfolio adds another $0.60 per gallon to the calculation.

We expect to post a modest loss in the fourth quarter along the lines of what we saw in the current quarter. From a cash perspective we expect free cash flow to be break even for the fourth quarter.

One other nit I want to put out there is if you were to show the significance of how much leverage our earnings have to fuel if you were to compare our fourth quarter earnings projection we are giving you to today’s jet fuel market prices we would be expecting a pre-tax profit in the fourth quarter of roughly $200 million.

Looking at capacity going forward, in the fourth quarter we expect system capacity to be down 4-6% year-over-year with consolidated domestic capacity down 12-14% and consolidated international capacity to be up13-15%. We are looking hard at all of our capacity but particularly our international capacity and this guidance is a reduction of about 2 points of international capacity from our latest guidance.

With respect to capEx we expect our fourth quarter net capEx to be $70 million which makes our full-year capEx to be roughly $1.1 billion for 2008. We are anticipating a delay in the scheduled deliveries of at least two 737 700’s and one 777 200LR due to the labor strike at Boeing and that is factored into both estimates.

For 2009 we expect capEx to be approximately $1.3 billion for Delta stand-alone with about $1 billion of that in aircraft. We have finance commitments for all of our firm aircraft deliveries next year.

Fourth quarter debt maturities are expected to be $134 million and total 2009 debt maturities for Delta are expected to be roughly $800 million.

Looking at advanced revenue trends while near-term demand remains solid we are keeping a very close eye on booking trends. Internationally we are starting to see a little bit of demand softening. Book load factors are down 2-4 points for the November and December months but advance yields are maintained at a very strong level and all-in support of fourth quarter RASM growth target for international is roughly 10%.

Domestically, despite the large amount of capacity that has come out and traction that we have seen around price increases, there continues to be significant sale activities particularly from some low-fare carriers. So while we are seeing some pressure in this environment our year-over-year book load factors for domestic are higher through the remainder of the year. We remain committed to quickly addressing any weakness in demand in both international and domestic markets at the first sign.

Looking into 2009 we expect to experience a decline in demand given the current economic crisis and are developing plans with a number of different scenarios. A significant decrease in demand is in some ways easier to work with than $150 oil as it was this past summer. We now have the tools through our flexible fleet to manage it better than others. We historically have and will continue to move quickly on capacity because of that flexible cost effective fleet with a number of aircraft within the retirement window.

We have also built a lot of diversity into our network so we are not overly exposed to any single market segment like Heathrow or Florida. We are still finalizing our capacity plans for next year, monitoring demand in the market level both domestically and international and we will be taking action as necessary at the first sign of weakness.

So in closing there is no doubt we face challenges with the credit crisis, the volatility we have seen in the global economy, the fuel prices that still remain at historically high levels but we are prepared to be a leader once again in capacity cuts if demand conditions deteriorate. We will scale back international growth and pull down additional domestic capacity and we have got the fleet and the will and know-how to do it quickly in response to the market environment. We are running a great airline. We continue to separate ourselves from the pack with solid top line growth, that domestic capacity discipline that I mentioned and a best-in-class cost structure and a very solid liquidity position. When we bring Northwest into the equation we will be positioned to be the world’s best airline with the best assets, the best employees and clearly the best opportunities to move forward.

That ends our prepared remarks. At this time we will be happy to take any questions you may have.

Question-and-Answer Session

Operator

(Operator Instructions) The first question comes from Mike Linenberg – Merrill Lynch.

Mike Linenberg – Merrill Lynch

I think when I look at your other revenue guidance it is $700 million, the non-passenger and that is cargo and other. You were $741 in this last quarter. When we think about some of the ancillary revenue fees are they hitting that line item and is that number actually somewhat of a conservative forecast and are there some one-timers in this third quarter that booked that up?

Edward Bastian

No, there were no one-timers that bulked that up. I think it is just the fact you have got a little more capacity out there in the third quarter versus the fourth quarter. The third quarter is a heavier travel spend period and there is a little bit of seasonality in the run rate. But all the fees are sticking and they are in the numbers on a go forward basis.

Mike Linenberg – Merrill Lynch

You mentioned you had your financing commitments in place through 2010 for the aircraft that are being delivered. Is that predominately manufacture support financing or are there other channels or other sources that you have lined up?

Edward Bastian

We have not disclosed publicly what the commitments are but we can assure you that all firm aircraft are fully committed.

Operator

The next question comes from Gary Chase – Barclays Capital.

Gary Chase – Barclays Capital

I wonder if you could just elaborate a little bit. You mentioned a little bit of international softness. I wonder if you could shed a little bit more light on where you might be seeing that. Then more importantly if you could talk a bit about the response to it, which you and Richard had touched on both in the prepared remarks, responding at the first sign of weakness. Should we expect that when international capacity comes out it will just come out or are we talking about a reallocation to domestic or that you are going to pull it out and how are you going to get the cost out of it?

Edward Bastian

I’ll give a little color and then I’ll turn it over to Glen. As I mentioned we are starting to trim a little bit internationally. We are entering into the fourth quarter and our expectations we have already pulled out two points of international growth out going into the fourth quarter. I would say there is no general trend line we are seeing in terms of targeted signs of weakness. I think it is far too early with respect to the size of the economic downplay that has hit us over the course of the last 4-6 weeks to see a longer term trend line. But again we are not going to be pulling capacity back domestically so people need not worry about that.

Secondly, as we look forward to our coming merger with Northwest it is going to give us a lot of additional options in allocation opportunities to address some of that weakness. Clearly in the short-term we are going to be addressing it in day of week cancellations and frequencies. We are looking at a handful of markets but no large scale pull downs on the international front at this point.

Glen Hauenstein

I want to point out the diversity of our portfolio relative to some of the other carriers that are heavily entrenched in some of the markets like London to New York which we believe will probably be disproportionately hit by the turmoil in the financial markets. Delta has by far the most diverse portfolio in most of the global major market places and a lot of places our growth is targeted for like Africa, despite the financial crisis, are still estimated to have some of the highest growth rates in the world over the next year or so. I think we are somewhat insulated in certain areas and we will continue to focus on those that are accretive and at the same time trimming out the capacity at the bottom end when we see things aren’t working. So I’d much rather be sitting with a market basket where we have 41 trans-Atlantic markets than sitting where we are fully focused in one or two lane corridors that have been historically highly dependent on the financial sector.

Richard Anderson

I’ll address that cost issue. In the event we pull wide-body capacity or the market signals that we pull wide-body capacity, and I think I will reiterate what Ed said, we are still seeing a pretty strong remainder of the year going back to our earlier comments in the prepared portion of the call. But we get to that point and we have a very flexible fleet and those airplanes will not flow back to the domestic marketplace. When you look at our ownership costs, our CASM ownership costs of our 767 fleet it is by far probably the most efficient given the reorganization the company went through in terms of its capital costs and we can get the costs out quickly. We demonstrated that earlier in the year when we took about 15 airplanes out. We go very diligently and really attack all of the fixed costs that go with each one of those airplanes. I think we have demonstrated that we do that and we’d do it again. Given that the capital ownership of the 767-300 is as low as it is, we don’t have to bring those airplanes back and won’t bring those airplanes back to the domestic system and just add capacity for the sake of adding capacity.

Gary Chase – Barclays Capital

How much impact does currency have? How much did it have during the quarter and do you have a material amount of your costs in non-dollar denominated?

Glen Hauenstein

On the revenue side, and I’ll let Ed talk to the cost side, on the revenue side we probably had 4-5 points of transatlantic RASM in the quarter for year-over-year increases in the Euro/Dollar exchange rate. As you know as we go into the fourth quarter that becomes flat right now as we are looking at it on a year-over-year basis. But revenues are still up double digits so that portends very well for the discipline the industry has had on the pricing front as we enter into the shoulder season.

Edward Bastian

On the cost side of that there our costs are significantly denominated in dollars. So there is minimal cost implication. There is some on [FX] but minimal given that it is largely dollar denominated.

Gary Chase – Barclays Capital

Fuel is all dollars, right?

Edward Bastian

Fuel is all dollars. Cost of labor and we don’t have a whole lot of employees in foreign locations.

Operator

The next question comes from Jamie Baker – J. P. Morgan.

Jamie Baker – J. P. Morgan

Ed, you know Mark and I have asked you in the past about timing of a potential capital raise in your preference as I recall has been to wait until after the closure of the deal. I’m just wondering if anything in regard to the Reserve Primary Fund situation is happening in the economy and the market changes your view on this potential timing.

Edward Bastian

It doesn’t. We are expecting to close the year with $6 billion in cash. We are monitoring the Reserve Primary climate. Everyone is very carefully on a daily basis and the SEC has that under their full jurisdiction so the confidence it is going to be handled in an orderly manner and we are going to get our cash out of there. We do need to get to the other side of the transaction to look at that question with respect to overall liquidity. The only point I would add while we are going to continue to consider whether a capital raise in the future is necessary, when you look at the seismic shift in the reduction in costs of fuel that certainly has added a considerable amount of additional liquidity to the merge forecast that we previously did not anticipate when we last had that conversation.

Richard Anderson

The other thing you can’t miss is the fact we have an Affinity Card opportunity.

Jamie Baker – J. P. Morgan

That’s right. We have noted that in the past. You talk about taking steps at the first sign of weakness…I don’t want to get too hung up on this but by our math, and I suspect the math that many others are doing, current fuel and quite frankly pretty bad demand doesn’t necessarily require you do anything. I suppose it is better if you do. I guess I’m just curious what sort of demand hit it might take at $2.40 spot jet to potentially drive you into loss production or if you want to put it differently are you now optimized to withstand a strong recession or merely a modest downturn?

Richard Anderson

Let me try to answer the question a different way. I guess we haven’t particularly quantified it. We kind of do sensitivity analysis as we are preparing our 2009 plan. When you think about what you would rather manage at an airline, you would rather deal with demand cessation rather than $150 fuel. In some respects with fuel dropping the way it is dropping we are sort of somewhat hedged against the economic downturn because the fuel prices have gotten so high. We were looking at a $4 billion year-over-year increase in fuel and when fuel goes down to normalized levels, to Ed’s point, if you took today’s spot in the fourth quarter and we didn’t have any hedge effect we’d have a couple hundred million profit. So in terms of what you would rather manage to, you would rather not have either, right? But if you had to manage to one of them, having fuel dropping like a rock is a big offset to what happens in the economy.

You actually wrote a good note on this a week ago. It sort of highlighted that. It is accurate in that regard.

Edward Bastian

To echo what Richard was saying, we also don’t want to make sure we are not just going to be stagnant and take the lower fuel prices and sit back and let that roll to the bottom line while we watch our top line soften. So we are going to be doing both. It certainly gives you a hell of a lot better cushion in operating flexibility with the lower fuel price environment than $150 oil did to make those decisions on demand.

Operator

The next question comes from Ray Neidl – Calyon Securities.

Ray Neidl – Calyon Securities

To verify your cash position, I just wanted to verify, you did take down your full revolver and I hadn’t seen the cash flow statement. I know you went through it quickly on the conference call. Taking down that revolver, I would have thought your cash position would have been higher than $3.1 billion at the end of the quarter. Could you just quickly…

Edward Bastian

If you were to factor in, we have been talking about total liquidity in the past including the revolver, so to do an apples-to-apples if you were to look at where we ended June including the revolver we were at $4.3 billion of total liquidity and we closed September at $3 billion. There are three components to that. First off at the end of June we were carrying a significant amount of fuel hedge collateral in cash. So that is about $675 million that came out. Secondly, seasonally our cash flows are weaker in the third quarter so reductions in the air traffic liability receivables and the like contributed to about a $582 million seasonal reduction in working capital. The third thing is we spent about $300 million in cash capEx in the quarter. So if you were to factor those three negatives, add back about $300 million for depreciation I think you will get there.

Ray Neidl – Calyon Securities

You did talk about your credit card hold backs and reserves. It may not apply to Delta, but for airlines in general I am hearing from our credit card guy the credit card companies are telling everybody they are going to start making industries and troubled companies put reserves aside. Admittedly right now airlines aren’t the worst industry any longer. I can think of a few others that are in worse shape. Going down the road is that a threat to Delta or do you think that is a threat to the industry?

Edward Bastian

It is not a threat to Delta. We just signed a new long-term agreement with our Visa/MasterCard provider that takes us through 2011 with a very, very manageable cash covenant, substantially better than we had previously in place. On the American Express side, as Richard said, we are talking about a longer-term affinity relationship with them so I don’t think hold backs are going to be a topic of much debate on the Amex side as well. I can tell you Delta is well presented and I think the other thing you need to know is we have negotiated our credit card processing agreement with the mind of streaming Northwest into the portfolio as well going forward. The new entity is going to be fully protected.

Operator

The next question comes from William Green – Morgan Stanley.

William Green – Morgan Stanley

My question is just a point of clarification on the fuel commentary. Ed you mentioned, I think, in your comments $3.21 a gallon or so for fourth quarter all-in but in the press release it says a $3.22 cap. Is it capped at $3.22 and yet you are going to have $3.21 all-in despite effective fuel is lower?

Edward Bastian

I had the same question. It is in the mechanics with how the hedges work. We are assuming a $2.58 all-in current market including taxes and transportation. As that rises it caps out at $3.22. So it is probably longer than this call can take to explain the ins and outs of that. Jill will follow up with you on that. But we have triple checked it and yes our $3.21 for the fourth quarter is the proper calculation.

William Green – Morgan Stanley

Maybe you can just talk broadly how are you thinking about hedging going forward? Are you trying to lock it in here at $80 or let more of it ride? What is your view strategically on how you are going to approach this? Are you going to try to use more call options so you don’t end up in the situation if oil ends up at $50 like we’d all love, but obviously if you have locked in at $80 then that would be a problem again.

Edward Bastian

We have used call options in the past and we are continuing to use call options. That is certainly the best protection you have against collateral calls. As oil drops then you have the opportunity to fully participate in that down side. Systemically we put a program in a little over a year ago since we entered this bankruptcy to try to capture somewhere around 50-75% of the coming 12 month supply and lock that in and it meters down over the following year to two years beyond that. We are continuing to use that same philosophy. We are not trying to go in there and out-guess the market or lock in a large quantity at $80 because to your point if it falls below that you don’t want to be stuck on those hedges. We look at it to fix our near uncertainty. We look at our ability to move our fleet around is somewhat limited within the 3-6 month window. Obviously longer term it is much more flexible in terms of getting those costs down. So you want to at least think some certainty in knowing where you fuel price is going to be as you are setting your near-term flight schedule but beyond 6-12 months we are not going to go long at this point.

William Green – Morgan Stanley

On the credit card issue is there a MAC clause in this new agreement or no?

Edward Bastian

Which credit card issue?

William Green – Morgan Stanley

The one you just resolved through 2011.

Edward Bastian

On the Visa/MasterCard, yes. All credit card agreements have a MAC clause but we factored that in when calculating our covenants as well.

William Green – Morgan Stanley

Lastly, corporate customers. Glen what are they saying to you for 2009?

Glen Hauenstein

I think most of the corporate clients right now are seeming very cautious. We had some clamping down in the fourth quarter but the capacity reductions we have taken to date have more than offset that and I think we are continuing to continue to watching very carefully and take the adequate actions to mitigate any continued decline in demand.

Operator

The next question comes from Hunter Keay – Stifel Nicolaus & Co.

Hunter Keay – Stifel Nicolaus & Co.

On your consolidated PRASM growth estimate fourth quarter I think you maybe scaled back nominally from comments you had made last month. 8-10% is still fantastic. Is this a function of maybe slower than expected demand environment or just the overall economy? Are there some pockets or resistance to the price increases you guys have passed through? Any kind of color there would be appreciated.

Richard Anderson

We didn’t give specific fourth quarter guidance last month. I think we talked about it being in the low double digits domestically. I don’t know that we gave it consolidated. We are seeing it continue in the low double digits domestically. Yes, I would say over the last 30 days our expectations for the fourth quarter on our RASM growth is probably down a point or two from expectations. I’ll tell you the fuel expectations have come down far greater as a cost savings than the one to two points on demand.

We are looking at, as I mentioned a 10% unit growth rate in the fourth quarter internationally. Low double digits domestically. The reason it only adds to 8-10% is because we are taking a much higher proportion of RJ’s out of the system that carry a disproportionate higher absolute PRASM in the calculation so when you do the math you can actually be pulling domestic and international improvements at the double digit rates yet the aggregate comes slightly under that.

Hunter Keay – Stifel Nicolaus & Co.

On the demand side, I was looking at balancing load factors in yield revenues. How much of a decline in load factor are you guys comfortable with? Thinking about the context of increasing RASM and increasing yields? How much of a decline in load factors are you guys comfortable with before you start to think you need to start making some more cuts to the capacity side? Is there a deflection point there? How should we think about that?

Glen Hauenstein

At our total system level our advanced bookings are up consistently throughout the November/December time period and then when you get into January we have a relatively low percentage booked right now. What we see is domestic is up year-over-year and international is slightly down. Neither of those at their current rates given the advanced yields in the marketplace would cause us to change very much our portfolio between now and the end of the year. As Richard and Ed said we are monitoring this on a daily basis because I think we are all a little bit uncertain as to where the economy is headed after the turmoil in the financial markets.

Richard Anderson

I don’t think you can look at just one component of that equation. You have got to always look at load, yield and RASM. I mean, it is all three. What we look at, and we have very good, probably the industry leading point of sale system, because we have an SAP system so we get almost up to the minute information. What you triangulate with is what are the advance yields? What is the advance booking curve? How do those compare year-over-year? Then that sort of drives in to your capacity decision. You’ve really got to…Glen keeps his hands on those on a daily basis. It is not just a load factor question. You can’t answer that question without seeing yield and what your RASM performance is.

Operator

The next question comes from Daniel McKenzie – Credit Suisse.

Daniel McKenzie – Credit Suisse

The transatlantic unit revenue results are a little bit counter-intuitive given what is going on in Europe and the U.K. right now. I’m just wondering if you can help us peel down the onion a little bit and in particular how much of the revenue performance might be due to Eos and Max jet liquidating?

Richard Anderson

I think again, you have to look at what sectors have been disproportionately hit. We are the largest carrier to the Middle East. We are the largest carrier to Africa. Those are all included in our transatlantic numbers. Those economies are still quite robust right now. Where we are not so big is in London/Heathrow where we just entered service last year. I think what you know is there are several carriers out there that have made a living off of New York to London and that has been disproportionately hit as you saw from BA’s announcement a couple of weeks ago or last week. We are somewhat insulated from that because that is not where we are big. I think that has been one of the secret sauce in our recipe of success in the transatlantic.

Edward Bastian

Max Jet yields were so small that it was a rounding error in terms of transatlantic capacity.

Daniel McKenzie – Credit Suisse

Following up with respect to regional jet plans, I know Delta is planning to get rid of the equivalent of 100 RJ’s and I think the lawsuit if I’m not mistaken with Mesa is still pending here. How would that, or does that impact your ability to execute on your regional jet plans through the end of the year?

Richard Anderson

We still have and we will particularly have a number of levers after the merger closes to continue to vary our capacity. We have utilization floors in the existing contracts and then we have an owned carrier, Comair, and we will own Mesaba and Compass after it closes. So we are going to have three pretty significant owned carriers. Then we have some ability to vary our capacity in our capacity buy agreements. We are going to continue to vigorously litigate the Mesa lawsuit.

Daniel McKenzie – Credit Suisse

It looks like Delta is planning to grow 8% in Atlanta in the first quarter of 2009, some of which of course is tied to plugging in Northwest’s hubs but a lot of it is not. I’m wondering if you can talk a little bit about the thought process with respect to adding capacity at Atlanta in a recession here?

Glen Hauenstein

I actually read your comments on that last week and I think what you will find is we have not loaded our January schedule yet. It will be significantly below that when it actually gets loaded in the next few weeks here.

Operator

The next question comes from Bob McAdoo – Avondale Partners.

Bob McAdoo – Avondale Partners

Back on the fuel hedge, just to make sure I understand what you have gone through here, if I look at the release you have this heading called Jet Fuel Equivalent Cap, that is not really…is that a cap or is that what you think it’s really going to be as opposed to a cap versus a floor? Are you just saying it is going to be $3.22 or are you saying that is the most it is going to be?

Paul Jacobson

That is a cap on the hedged fuel portion. So 69% of projected consumption in the fourth quarter for 69% we wouldn’t pay more than $3.22.

Bob McAdoo – Avondale Partners

But if it goes down below that do you benefit to the extent it goes below?

Paul Jacobson

As Ed mentioned we have utilized our call options and callers. A significant portion of our hedges are out of money right now. So we are incurring losses in the fourth quarter which is what is driving the higher projection in the fourth quarter.

Bob McAdoo – Avondale Partners

So then as we look out in to what you described for the first, second and third quarter should we make a similar assumption in terms of the amount where in effect there is a floor there, i.e. you are kind of stuck at this level so that however you want to say it, not stuck, where you would pay these kinds of numbers even if it is lower? Similar to the fourth quarter?

Paul Jacobson

But it is on a declining percentage of our overall consumption based on our overall hedge strategy. It is about for the next quarter that is right. By the time we get into the second quarter we are largely out of our hedge position so we are not at full participation and even at these levels I’m not sure stuck is the right word, but for the fourth quarter I think roughly 45% of our aggregate consumption participates down to $80 and 30% of that even below that. We have a large amount of participation in a downward trend going forward as well.

Operator

The next question comes from Kevin Crissey – UBS.

Kevin Crissey - UBS

In terms of providing specific guidance for the combined entity that would be a post-announcement or post-approval? When would we see that?

Edward Bastian

Our expectation is we are going to have an investor day probably some time in December. We are looking at a couple of dates. At that point we are going to provide full up consolidated guidance.

Kevin Crissey - UBS

To the extent you can provide more detail on the hedges, I know you have a range of different derivatives but if you can give more detail that would be great.

Edward Bastian

We’ll do that then.

Operator

The next question comes from Chris Cuomo – Goldman Sachs.

Chris Cuomo – Goldman Sachs

On the ancillary fees, just basically what is your view on the sustainability of the numerous additional fees the industry is charging? The baggage fees, the change fees? We have a slowing economy. We have substantially lower fuel prices. What is your view on that looking in 2009? Do you think that Q4 2008 run rate is sustainable?

Richard Anderson

We do think it is sustainable. We have probably been a little less aggressive in a couple of areas than some of our competitors and we are still looking at that as we move forward. On fee based revenues everyone is in a different place across the industry. As we merge with Northwest we will have an opportunity to look again with respect to where the fee based revenues align. Strategically going forward hour card pricing is where we need to go as an industry and so I think at a macro level yes it is very sustainable.

Operator

The next question comes from Michael Derchin – FTN Midwest Securities.

Michael Derchin – FTN Midwest Securities

Looking at the [inaudible] region, the Asia Pacific area is obviously the weakest and it is certainly a very small portion of your operation right now. However, when you acquire Northwest it is a substantial portion. I’m just wondering if you can give us some view on your outlook for Asia Pacific particularly in the current global economic climate and with so much capacity added by the flag carriers in that region compounding the problem going forward.

Glen Hauenstein

I think we have a couple of issues there. First, when you look at those results look at the percentage increases we have put into the transpacific, I don’t have it right in front of me, but we almost doubled in our size in transpacific and to have unit revenue increases on a doubling capacity I think is actually a very impressive number that relates to our core advantage here applying from our major hub complexes into Asia and creating uniqueness that other carriers would only offer as an off-line connection. I think we have seen a very durable growth in Asia. Of course we are concerned as we are with all the international markets what this economic turmoil means moving forward and we will continue to monitor very carefully. I am actually very impressed with the Pacific results here.

Michael Derchin – FTN Midwest Securities

A couple of other questions, one relates to your conviction on getting the DOJ sign off by the end of the year and before the administration leaves office. How confident are you on that?

Richard Anderson

Extremely confident.

Michael Derchin – FTN Midwest Securities

Finally, just on the aircraft you have announced you are moving I think it is roughly 20 mainline aircraft and the 100 or so equivalent RJ’s, how many of those have you actually sold or returned to leasors or have agreements in process?

Edward Bastian

We have either sold or returned on the mainline side roughly half of those parts. Obviously the market conditions are changing pretty significantly as the credit market has dried out in the last month or two. But we think things will continue to move forward. This is just a temporary pause. We are continuing down the path to dispose of those aircraft.

Operator

The next question comes from [Bill Torres – Rod Point Capital].

[Bill Torres – Rod Point Capital]

Ed you had talked about $1 million in incremental fees on a run basis. Does that break down to $250 per quarter with the combination of the bag fees, change fees, etc.? How should we be thinking about that going forward?

Edward Bastian

To clarify it is not $1 billion of incremental. Our total fee based revenues with what we have today is at the $1 billion level all-in. So it includes some fees that we already had, administrative service charges and the like. In fact there are new fees. So when you look at our other net revenue line which is where the fees come in to that line is growing at about a 25% clip year-over-year in the September quarter. I expect on a go-forward basis looking into 2009 as opposed to just the fourth quarter we are going to continue to see those relative double-digit clip from where we are in 2008 but it is not $1 billion in new revenue.

[Bill Torres – Rod Point Capital]

Would you expect to see it when you say double digit near the 25% range or would you expect it to slow down a bit?

Edward Bastian

I think it is going to slow down. The economy is slowing down. You’ve got a lot of those fees already in the base and lapping as you go forward. I’d say low double digits.

[Bill Torres – Rod Point Capital]

Once you have merged with Northwest Airlines and maybe this is getting a little bit ahead of what you might be discussing on the investor day, how are you going to think about liquidity in terms of is it 25% of LTN sales? At what level in this new environment are you comfortable? Is it 20%? Is it 30%? Where do you want to be ideally? I know you talked about some of the mechanisms you could use to actually achieve whatever goal you set forth. Any additional color would be very helpful.

Edward Bastian

Two things. One, you are right we will give much more color at the investor conference we are going to hold. So I will hold most of my remarks until then. I can also tell you where we sit today we are very comfortable with $6 billion cash at the end of this year.

Operator

At this time we have no further questions. I want to thank you for your participation on today’s Delta Airlines third quarter earnings call.

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Source: Delta Airlines, Inc. Q3 2008 Earnings Call Transcript
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