UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G Under the Securities Exchange Act of 1934

Amendment No.: 2*

Name of Issuer: Delta Air Lines, Inc.

Title of Class of Securities: Common Stock

CUSIP Number: 247361702

Date of Event Which Requires Filing of this Statement: 12/31/2011

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed.

[X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).

CUSIP No.: 247361702

1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON Janus Capital Management LLC EIN #75-3019302

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. _X_

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5. SOLE VOTING POWER 63,718,593**

6. SHARED VOTING POWER 400 7. SOLE DISPOSITIVE POWER 63,718,593**

8. SHARED DISPOSITIVE POWER 400

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,718,993**

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.5%**

12. TYPE OF REPORTING PERSON IA, HC ** See Item 4 of this filing

CUSIP No.: 247361702

1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON Janus Overseas Fund 84-1258455

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. _X_

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5. SOLE VOTING POWER 54,139,356**

6. SHARED VOTING POWER -0-

7. SOLE DISPOSITIVE POWER 54,139,356**

8. SHARED DISPOSITIVE POWER -0-

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,139,356**

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.4%**

12. TYPE OF REPORTING PERSON IV

** See Item 4 of this filing

Item 1. (a). Name of Issuer: Delta Air Lines, Inc. ("Delta Air Lines")
(b). Address of Issuer's Principal Executive Offices:

PO Box 20706 Atlanta, GA 30320-6001

Item 2. (a).-(c). Name, Principal Business Address, and Citizenship of
Persons Filing:

(1) Janus Capital Management LLC ("Janus Capital") 151 Detroit Street
Denver, Colorado 80206 Citizenship: Delaware

(2) Janus Overseas Fund 151 Detroit Street Denver, Colorado 80206
Citizenship: Massachusetts (d). Title of Class of Securities: Common
Stock

(e). CUSIP Number: 247361702

Item 3.

This statement is filed pursuant to Rule 13d-1 (b) or 13d-2(b) and the
person filing, Janus Capital, is an investment adviser in accordance
with Section 240.13d-1(b)(ii)(E) as well as a parent holding
company/control person in accordance with Section 240.13d-1(b)(ii)(G).
See Item 4 for additional information.

Janus Overseas Fund is an Investment Company registered under Section 8
of the Investment Company Act of 1940.

Item 4. Ownership

The information in items 1 and 5 through 11 on the cover page(s) on
Schedule 13G is hereby incorporated by reference.

Janus Capital has a direct 94.8% ownership stake in INTECH Investment
Management ("INTECH") and a direct 77.8% ownership stake in Perkins
Investment Management LLC ("Perkins"). Due to the above ownership
structure, holdings for Janus Capital, Perkins and INTECH are aggregated
for purposes of this filing. Janus Capital, Perkins and INTECH are
registered investment advisers, each furnishing investment advice to
various investment companies registered under Section 8 of the
Investment Company Act of 1940 and to individual and institutional
clients (collectively referred to herein as "Managed Portfolios").

As a result of its role as investment adviser or sub-adviser to the
Managed Portfolios, Janus Capital may be deemed to be the beneficial
owner of 63,718,593 shares or 7.5% of the shares outstanding of Delta
Air Lines Common Stock held by such Managed Portfolios. However, Janus
Capital does not have the right to receive any dividends from, or the
proceeds from the sale of, the securities held in the Managed Portfolios
and disclaims any ownership associated with such rights.

As a result of its role as investment adviser or sub-adviser to the
Managed Portfolios, INTECH may be deemed to be the beneficial owner of
400 shares or 0.0% of the shares outstanding of Delta Air Lines Common
Stock held by such Managed Portfolios. However, INTECH does not have the
right to receive any dividends from, or the proceeds from the sale of,
the securities held in the Managed Portfolios and disclaims any
ownership associated with such rights.

Janus Overseas Fund is an investment company registered under the
Investment Company Act of 1940 and is one of the Managed Portfolios to
which Janus Capital provides investment advice.

Item 5. Ownership of Five Percent or Less of a Class

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

The Managed Portfolios, set forth in Item 4 above, have the right to
receive all dividends from, and the proceeds from the sale of, the
securities held in their respective accounts.

The interest of one person, Janus Overseas Fund, an investment company
registered under the Investment Company Act of 1940, in Delta Air Lines
Common Stock amounted to 54,139,356 shares or 6.4% of the total
outstanding Common Stock.

These shares were acquired in the ordinary course of business, and not
with the purpose of changing or influencing control of the Issuer.

Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company

INTECH is a direct subsidiary of Janus Capital (Janus Capital has a
direct 94.8% ownership stake) and is a registered investment adviser
furnishing investment advice to various investment companies registered
under Section 8 of the Investment Company Act of 1940 and to individual
and institutional clients.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant
in any transaction having such purposes or effect.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.

JANUS CAPITAL MANAGEMENT LLC

By /s/ David R. Kowalski 2/14/2012 David R. Kowalski, Date Senior Vice
President & CCO

JANUS OVERSEAS FUND

By /s/ David R. Kowalski 2/14/2012 David R. Kowalski, Date Senior Vice
President & CCO

INTECH INVESTMENT MANAGEMENT LLC

By /s/ David R. Kowalski 2/14/2012 David R. Kowalski Date Vice President

EXHIBIT A JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, the persons named below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13G (including amendments
thereto) with respect to the Common Stock of Delta Air Lines, Inc. and
further agree that this Joint Filing Agreement be included as an Exhibit
to such joint filings. In evidence thereof, the undersigned hereby
execute this Agreement as of the 14th day of February, 2012.

JANUS CAPITAL MANAGEMENT LLC

By /s/ David R. Kowalski David R. Kowalski, Senior Vice President & CCO

JANUS OVERSEAS FUND

By /s/ David R. Kowalski David R. Kowalski, Senior Vice President & CCO