10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

Or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-5424

DELTA AIR LINES, INC.

State of Incorporation: Delaware

I.R.S. Employer Identification No.: 58-0218548

Post Office Box 20706, Atlanta, Georgia 30320-6001

Telephone: (404) 715-2600

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes þ No o

Number of shares outstanding by each class of common stock, as of June 30, 2010:

Common Stock, $0.0001 par value — 788,849,417 shares outstanding

     This document is also available through our website at http://www.delta.com/about_delta/investor_relations.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS
FINANCIAL STATEMENTS
Notes to the Condensed Consolidated Financial Statements
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 1A. RISK FACTORS
	ITEM 2. ISSUER PURCHASES OF EQUITY SECURITIES
	ITEM 6. EXHIBITS
SIGNATURE
EX-10.1
EX-15
EX-31.1
EX-31.2
EX-32

     Unless otherwise indicated, the terms “Delta,” “we,” “us,” and “our” refer to Delta Air Lines, Inc. and its subsidiaries. Prior to October 30, 2008, these references do not include Northwest Airlines Corporation and its wholly-owned subsidiaries, including Northwest Airlines, Inc.

FORWARD-LOOKING STATEMENTS

     Statements in this Form 10-Q (or otherwise made by us or on our behalf) that are not historical facts, including statements about our estimates, expectations, beliefs, intentions, projections or strategies for the future, may be “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations. For examples of such risks and uncertainties, please see the cautionary statements contained in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (“Form 10-K”) and in “Part II, Item 1A. Risk Factors” in this Form 10-Q. All forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report.

1

Financial Statements

DELTA AIR LINES, INC.
Consolidated Balance Sheets
(Unaudited)

	June 30,			December 31,
(in millions, except share data)	2010			2009
ASSETS
Current Assets:
Cash and cash equivalents	$	4,434		$	4,607
Short-term investments		—			71
Restricted cash, cash equivalents and short-term investments		409			423
Accounts receivable, net of an allowance for uncollectible accounts of $48 and $47 at June 30, 2010 and December 31, 2009, respectively		1,645			1,353
Expendable parts and supplies inventories, net of an allowance for obsolescence of $77 and $75 at June 30, 2010 and December 31, 2009, respectively		285			327
Deferred income taxes, net		236			107
Prepaid expenses and other		859			853
Total current assets		7,868			7,741
Property and Equipment, Net:
Property and equipment, net of accumulated depreciation and amortization of $3,542 and $2,924 at June 30, 2010 and December 31, 2009, respectively		20,396			20,433
Other Assets:
Goodwill		9,794			9,787
Identifiable intangibles, net of accumulated amortization of $494 and $451 at June 30, 2010 and December 31, 2009, respectively		4,786			4,829
Other noncurrent assets		965			749
Total other assets		15,545			15,365
Total assets	$	43,809		$	43,539
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt and capital leases	$	1,555		$	1,533
Air traffic liability		4,557			3,074
Accounts payable		1,630			1,249
Frequent flyer deferred revenue		1,619			1,614
Accrued salaries and related benefits		1,111			1,037
Taxes payable		721			525
Other accrued liabilities		699			765
Total current liabilities		11,892			9,797
Noncurrent Liabilities:
Long-term debt and capital leases		14,228			15,665
Pension, postretirement and related benefits		11,320			11,745
Frequent flyer deferred revenue		3,014			3,198
Deferred income taxes, net		1,803			1,667
Other noncurrent liabilities		1,353			1,222
Total noncurrent liabilities		31,718			33,497
Commitments and Contingencies
Stockholders’ Equity:
Common stock at $0.0001 par value; 1,500,000,000 shares authorized, 801,701,956 and 794,873,058 shares issued at June 30, 2010 and December 31, 2009, respectively		—			—
Additional paid-in capital		13,884			13,827
Accumulated deficit		(9,634	)		(9,845	)
Accumulated other comprehensive loss		(3,853	)		(3,563	)
Treasury stock, at cost, 12,852,539 and 10,918,274 shares at June 30, 2010 and December 31, 2009, respectively		(198	)		(174	)
Total stockholders’ equity		199			245
Total liabilities and stockholders’ equity	$	43,809		$	43,539

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

2

DELTA AIR LINES, INC.
Consolidated Statements of Operations
(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
(in millions, except per share data)	2010			2009			2010			2009
Operating Revenue:
Passenger:
Mainline	$	5,480		$	4,564		$	9,966		$	8,931
Regional carriers		1,529			1,339			2,849			2,573
Total passenger revenue		7,009			5,903			12,815			11,504
Cargo		211			173			387			358
Other, net		948			924			1,814			1,822
Total operating revenue		8,168			7,000			15,016			13,684
Operating Expense:
Aircraft fuel and related taxes		1,960			1,812			3,643			3,705
Salaries and related costs		1,702			1,723			3,374			3,429
Contract carrier arrangements		972			965			1,889			1,873
Aircraft maintenance materials and outside repairs		395			392			769			816
Depreciation and amortization		379			383			764			767
Contracted services		366			354			758			786
Passenger commissions and other selling expenses		377			329			741			685
Landing fees and other rents		324			315			637			631
Passenger service		165			161			303			296
Aircraft rent		101			119			213			240
Profit sharing		90			—			90			—
Restructuring and merger-related items		82			58			136			157
Other		403			388			779			781
Total operating expense		7,316			6,999			14,096			14,166
Operating Income (Loss)		852			1			920			(482	)
Other (Expense) Income:
Interest expense		(315	)		(324	)		(641	)		(632	)
Interest income		3			9			23			19
Miscellaneous, net		(72	)		61			(80	)		48
Total other expense, net		(384	)		(254	)		(698	)		(565	)
Income (Loss) Before Income Taxes		468			(253	)		222			(1,047	)
Income Tax Provision		(1	)		(4	)		(11	)		(4	)
Net Income (Loss)	$	467		$	(257	)	$	211		$	(1,051	)
Basic Earnings (Loss) per Share	$	0.56		$	(0.31	)	$	0.25		$	(1.27	)
Diluted Earnings (Loss) per Share	$	0.55		$	(0.31	)	$	0.25		$	(1.27	)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

3

DELTA AIR LINES, INC.
Condensed Consolidated Statements of Cash Flow
(Unaudited)

	Six Months Ended June 30,
(in millions)	2010			2009
Net cash provided by operating activities	$	2,000		$	1,477
Cash Flows From Investing Activities:
Property and equipment additions:
Flight equipment, including advance payments		(449	)		(498	)
Ground property and equipment, including technology		(75	)		(113	)
Redemption of short-term investments		73			121
Proceeds from sales of flight equipment		10			76
Decrease in restricted cash, cash equivalents and short-term investments		—			10
Other investments		(98	)		—
Other, net		(16	)		—
Net cash used in investing activities		(555	)		(404	)
Cash Flows From Financing Activities:
Payments on long-term debt and capital lease obligations		(1,622	)		(853	)
Proceeds from long-term obligations		—			390
Other, net		4			(14	)
Net cash used in financing activities		(1,618	)		(477	)
Net (Decrease) Increase in Cash and Cash Equivalents		(173	)		596
Cash and cash equivalents at beginning of period		4,607			4,255
Cash and cash equivalents at end of period	$	4,434		$	4,851
Non-cash transactions:
Aircraft delivered under seller financing	$	21		$	374
Flight equipment under capital leases		199			—
Debt discount on American Express Agreement		110			—

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

4

DELTA AIR LINES, INC.

Notes to the Condensed Consolidated Financial Statements
June 30, 2010
(Unaudited)

NOTE 1. BACKGROUND AND BASIS OF PRESENTATION

Background

     On October 29, 2008 (the “Closing Date”), a wholly-owned subsidiary of Delta merged (the “Merger”) with and into Northwest Airlines Corporation. On the Closing Date, Northwest Airlines Corporation and its wholly-owned subsidiaries, including Northwest Airlines, Inc. (collectively, “Northwest”), became wholly-owned subsidiaries of Delta.

     On December 31, 2009, Northwest Airlines, Inc. merged with and into Delta. As a result of this merger, Northwest Airlines, Inc. ceased to exist as a separate entity.

Basis of Presentation

     The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Delta Air Lines, Inc. and our wholly-owned subsidiaries. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Consistent with these requirements, this Form 10-Q does not include all the information required by GAAP for complete financial statements. As a result, this Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in our Form 10-K.

     Management believes the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, including normal recurring items and restructuring and merger-related items, considered necessary for a fair statement of results for the interim periods presented.

     Due to seasonal variations in the demand for air travel, the volatility of aircraft fuel prices, changes in global economic conditions and other factors, operating results for the three and six months ended June 30, 2010 are not necessarily indicative of operating results for the entire year.

     Based upon adjustments recorded at December 31, 2009, certain immaterial prior period amounts have been reclassified to conform to our current period presentation. The adjustments to the Consolidated Statements of Operations do not impact total operating expense or net income.

     We reclassified travel and incidental expenses, primarily crew meals and lodging expenses, from salaries and related costs to other operating expense. These expenses totaled $118 million and $235 million for the three and six months ended June 30, 2009, respectively. We also adjusted our Consolidated Statements of Operations for certain costs incurred to provide services to our contract carriers, excluding Comair, Inc. (“Comair”), Compass Airlines, Inc. (“Compass”) and Mesaba Aviation, Inc. (“Mesaba”); these costs are recorded as a reduction to salaries and related costs and contracted services, as appropriate, rather than as a reduction to other operating expense. These costs totaled $72 million and $142 million for the three and six months ended June 30, 2009, respectively.

     We evaluated the financial statements for subsequent events through the date of the filing of this Form 10-Q, which is the date the financial statements were issued.

5

Recently Issued Accounting Pronouncements

     In October 2009, the Financial Accounting Standards Board issued “Revenue Arrangements with Multiple Deliverables.” The standard revises guidance on (1) the determination of when individual deliverables may be treated as separate units of accounting and (2) the allocation of transaction consideration among separately identified deliverables. It also expands disclosure requirements regarding an entity’s multiple element revenue arrangements. The standard is effective for fiscal years beginning on or after June 15, 2010, with early adoption permitted. We intend to adopt this standard on a prospective basis beginning January 1, 2011. We are currently evaluating the impact that the adoption of this standard will have on our Consolidated Financial Statements.

NOTE 2. FAIR VALUE MEASUREMENTS

     Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

• Level 1. Observable inputs such as quoted prices in active markets;

• Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

• Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

     Assets and liabilities measured at fair value are based on one or more of three valuation techniques identified in the tables below. Where more than one technique is noted, individual assets or liabilities were valued using one or more of the noted techniques. The valuation techniques are as follows:

(a)	Market approach. Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities;
(b)	Cost approach. Amount that would be required to replace the service capacity of an asset (replacement cost); and
(c)	Income approach. Techniques to convert future amounts to a single present amount based on market expectations (including present value techniques, option-pricing and excess earnings models).

Assets (Liabilities) Measured at Fair Value on a Recurring Basis

						Significant Other			Significant
				Quoted Prices In		Observable			Unobservable
	June 30,			Active Markets		Inputs			Inputs		Valuation
(in millions)	2010			(Level 1)		(Level 2)			(Level 3)		Technique
Cash equivalents	$	4,213		$	4,213	$	—		$	—		(a)
Restricted cash equivalents		396			396		—			—		(a)
Restricted short-term investments		44			44		—			—		(a)
Long-term investments		127			—		—			127		(c)
Hedge derivatives, net
Aircraft fuel derivatives		149			—		149			—		(a)(c)
Interest rate derivatives		(84	)		—		(84	)		—		(a)(c)
Foreign currency derivatives		(29	)		—		(29	)		—		(a)

6

						Significant Other			Significant
				Quoted Prices In		Observable			Unobservable
	December 31,			Active Markets		Inputs			Inputs		Valuation
(in millions)	2009			(Level 1)		(Level 2)			(Level 3)		Technique
Cash equivalents	$	4,335		$	4,335	$	—		$	—		(a)
Short-term investments		71			—		—			71		(c)
Restricted cash equivalents		435			435		—			—		(a)
Long-term investments		129			—		—			129		(c)
Hedge derivatives, net
Aircraft fuel derivatives		176			—		176			—		(a)(c)
Interest rate derivatives		(45	)		—		(45	)		—		(a)(c)
Foreign currency derivatives		(23	)		—		(23	)		—		(a)

     Cash Equivalents. Short-term, highly liquid investments with maturities of three months or less when purchased, which primarily consist of money market funds and treasury bills, are classified as cash equivalents. These investments are recorded in cash and cash equivalents on our Consolidated Balance Sheets at cost, which approximates fair value.

     Restricted Cash Equivalents. Restricted short-term, highly liquid investments with maturities of three months or less when purchased, which primarily consist of money market funds and time deposits, are classified as restricted cash equivalents. At June 30, 2010 and December 31, 2009, we recorded $363 million and $419 million, respectively, in restricted cash, cash equivalents and short-term investments and $33 million and $16 million, respectively, in other noncurrent assets on our Consolidated Balance Sheets. These investments are recorded at cost, which approximates fair value.

     Restricted Short-Term Investments. Restricted investments with maturities of less than one year when purchased, which consist of time deposits, are classified as restricted short-term investments. These investments are recorded in restricted cash, cash equivalents and short-term investments on our Consolidated Balance Sheet at cost, which approximates fair value.

     Short-Term Investments. During the March 2010 quarter, we received $73 million from The Reserve Primary Fund (the “Primary Fund”), $71 million of which was recorded in short-term investments on our Consolidated Balance Sheet at December 31, 2009. We have now received distributions from the orderly liquidation of the Primary Fund representing 99% of our original investment and have no additional amounts recorded on our Consolidated Balance Sheets.

     Long-Term Investments. Our long-term investments are comprised of student loan backed auction rate securities and insured auction rate securities. We record our investments in student loan backed auction rate securities as available-for-sale securities at fair value. At June 30, 2010 and December 31, 2009, the fair value and cost of our student loan backed auction rate securities was $44 million and $45 million, respectively.

     We record our investments in insured auction rate securities as trading securities at fair value. At June 30, 2010 and December 31, 2009, the fair value of our insured auction rate securities was $83 million. The cost of these investments was $110 million.

     Due to the protracted failure in the auction process and contractual maturities averaging 31 years for our student loan backed auction rate securities and 26 years for our insured auction rate securities, our auction rate securities are classified as long-term in other noncurrent assets on our Consolidated Balance Sheets.

     Because auction rate securities are not actively traded, fair values were estimated by discounting the cash flows expected to be received over the remaining maturities of the underlying securities. We based the valuations on our assessment of observable yields on instruments bearing comparable risks and consider the creditworthiness of the underlying debt issuer. Changes in market conditions could result in further adjustments to the fair value of these securities.

     We have a $98 million investment in one of our airport facility operators. This investment is excluded from the table above.

7

     Hedge Derivatives. Our derivative instruments are comprised of contracts that are privately negotiated with counterparties without going through a public exchange. Accordingly, our fair value assessments give consideration to the risk of counterparty default (as well as our own credit risk).

• Aircraft Fuel Derivatives. Our aircraft fuel derivative instruments generally consist of crude oil, heating oil and jet fuel swap, collar, and call option contracts and are valued under the income approach using a discounted cash flow model or an option pricing model based on data either readily observable or derived from public markets.

• Interest Rate Derivatives. Our interest rate derivative instruments consist of swap and call option contracts and are valued primarily based on data readily observable in public markets.

• Foreign Currency Derivatives. Our foreign currency derivative instruments consist of Japanese yen and Canadian dollar forward contracts and are valued based on data readily observable in public markets.

     Our fair value assessments include open derivative positions and exclude contracts that have been closed, but not settled. For additional information regarding the classification of our derivative instruments on our Consolidated Balance Sheets, see Note 3.

Fair Value of Debt

     Market risk associated with our fixed and variable rate long-term debt relates to the potential reduction in fair value and negative impact to future earnings, respectively, from an increase in interest rates. The following table presents information about our debt:

	June 30,			December 31,
(in millions)	2010			2009
Total debt at par value	$	16,497		$	18,068
Unamortized discount, net		(1,387	)		(1,403	)
Net carrying amount	$	15,110		$	16,665
Fair value(1)	$	14,488		$	15,427

⁽¹⁾ The aggregate fair value of debt was based primarily on reported market values and recently completed market transactions.

NOTE 3. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

     Our results of operations are significantly impacted by changes in aircraft fuel prices, interest rates and foreign currency exchange rates. In an effort to manage our exposure to these risks, we periodically enter into derivative instruments, including fuel, interest rate and foreign currency hedges.

     We perform, at least quarterly, both a prospective and retrospective assessment of the effectiveness of our derivative instruments designated as hedges, including assessing the possibility of counterparty default. If we determine that a derivative is no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in the fair value of the hedge in earnings. As a result of our effectiveness assessment at June 30, 2010, we believe our derivative instruments designated as hedges will continue to be highly effective in offsetting changes in cash flow attributable to the hedged risk.

8

Hedge Position

     The following tables reflect the estimated fair value asset (liability) position of our hedge contracts:

	June 30, 2010
					Prepaid													Hedge
					Expenses		Other					Other			Other			Margin
(in millions, unless	Notional	Maturity	Accounts		and Other		Noncurrent		Accounts			Accrued			Noncurrent			Payable,
otherwise stated)	Balance	Date	Receivable		Assets		Assets		Payable			Liabilities			Liabilities			net
Fuel hedge swaps, collars and call options	2.1 billion gallons — crude oil, jet fuel	July 2010 — December 2011	$	10	$	124	$	61	$	(86	)	$	(37	)	$	—
Interest rate swaps and call options	$1,389	September 2010 — May 2019		—		—		—		—			(34	)		(50	)
Foreign currency exchange forwards	46.9 billion Japanese Yen; 329 million Canadian Dollars	July 2010 — January 2013		—		3		4		—			(23	)		(13	)
Total designated as hedges			$	10	$	127	$	65	$	(86	)	$	(94	)	$	(63	)	$	(14	)

	December 31, 2009
					Other			Other			Hedge
(in millions, unless	Notional	Maturity			Accrued			Noncurrent			Margin
otherwise stated)	Balance	Date	Assets		Liabilities			Liabilities			Payable, net
Fuel hedge swaps, collars and call options	795 million gallons — crude oil, heating oil, jet fuel	January 2010 — December 2010	$	180	$	(89	)	$	—
Interest rate swaps and call options	$1,478	September 2010 — May 2019		2		(38	)		(9	)
Foreign currency exchange forwards	55.8 billion Japanese Yen; 295 million Canadian Dollars	January 2010 — September 2012		1		(12	)		(12	)
Total designated as hedges			$	183	$	(139	)	$	(21	)	$	(10	)

     As of June 30, 2010, our open fuel hedge position is as follows:

	Percentage of
	Projected
	Fuel			Fair Value at
	Requirements			June 30,
(in millions, unless otherwise stated)	Hedged			2010
Six months ending December 31, 2010		50	%	$	16
Year ending December 31, 2011		27			133
Total				$	149

9

Hedge Gains (Losses)

     Gains (losses) recorded on our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2010 and 2009 related to our hedge contracts are as follows:

							Effective Portion
	Effective Portion						Reclassified from
	Recognized in						Accumulated Other						Ineffective Portion
	Accumulated Other						Comprehensive Loss to						Recognized in Other
	Comprehensive Loss						Earnings						(Expense) Income
	Three Months Ended						Three Months Ended						Three Months Ended
	June 30,						June 30,						June 30,
(in millions)	2010			2009			2010			2009			2010			2009
Fuel hedge swaps, collars and call options(1)	$	(285	)	$	668		$	(14	)	$	(398	)	$	(46	)	$	46
Interest rate swaps and call options(2)		(28	)		35			—			(1	)		—			—
Foreign currency exchange forwards and collars(3)		(10	)		(19	)		(4	)		(2	)		—			—
Total designated as hedges	$	(323	)	$	684		$	(18	)	$	(401	)	$	(46	)	$	46

						Effective Portion
	Effective Portion					Reclassified from
	Recognized in					Accumulated Other						Ineffective Portion
	Accumulated Other					Comprehensive Loss to						Recognized in Other
	Comprehensive Loss					Earnings						(Expense) Income
	Six Months Ended					Six Months Ended						Six Months Ended
	June 30,					June 30,						June 30,
(in millions)	2010			2009		2010			2009			2010			2009
Fuel hedge swaps, collars and call options(1)	$	(226	)	$	1,014	$	(26	)	$	(1,061	)	$	(37	)	$	37
Interest rate swaps and call options(2)		(39	)		47		—			(1	)		—			—
Foreign currency exchange forwards and collars(3)		(8	)		36		(9	)		2			—			—
Total designated as hedges	$	(273	)	$	1,097	$	(35	)	$	(1,060	)	$	(37	)	$	37

(1)	Gains (losses) on fuel hedge contracts reclassified from accumulated other comprehensive loss are recorded in aircraft fuel and related taxes.
(2)	Gains (losses) on interest rate swaps and call options reclassified from accumulated other comprehensive loss are recorded in interest expense.
(3)	Gains (losses) on foreign currency exchange contracts reclassified from accumulated other comprehensive loss are recorded in passenger and cargo revenue.

     We recorded a gain of $8 million and a loss of $15 million in aircraft fuel and related taxes on our Consolidated Statements of Operations for the three and six months ended June 30, 2009 related to Northwest derivative contracts that were not designated as hedges. As of June 30, 2010, we recorded in accumulated other comprehensive loss on our Consolidated Balance Sheet $200 million of net losses on our hedge contracts scheduled to settle in the next 12 months.

Credit Risk

     To manage credit risk associated with our aircraft fuel price, interest rate and foreign currency hedging programs, we select counterparties based on their credit ratings and limit our exposure to any one counterparty. We also monitor the market position of these programs and our relative market position with each counterparty.

     In accordance with our fuel and interest rate hedge agreements, (1) we may require counterparties to fund the margin associated with our gain position on hedge contracts and/or (2) counterparties may require us to fund the margin associated with our loss position on these contracts. The amount of the margin, if any, is periodically adjusted based on the fair value of the hedge contracts. The margin requirements are intended to mitigate a party’s exposure to market volatility and the associated contracting party risk.

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     Due to the estimated fair value position of our fuel hedge contracts, we received $28 million in fuel hedge margin from counterparties and provided $14 million in primarily interest rate hedge margin to counterparties as of June 30, 2010.

NOTE 4. DEBT

     American Express Agreement. In March 2010, we and American Express modified our December 2008 agreement under which we received $1.0 billion from American Express for their advance purchase of SkyMiles. This advance payment is classified as long-term debt on our Consolidated Balance Sheets. It will be satisfied by the use of SkyMiles by American Express over a specified period (“SkyMiles Usage Period”) rather than by cash payments from us to American Express. The March 2010 modification provides, among other things, that Delta-American Express co-branded credit card holders may check their first bag for free on every Delta flight through June 2013 in exchange for (1) a change in the SkyMiles Usage Period to a three-year period beginning in December 2011 from a two-year period beginning in December 2010 and (2) giving American Express the option to extend the December 2008 agreement for one year. The change in the SkyMiles Usage Period deferred $31 million and $480 million of debt maturities for the six months ending December 31, 2010 and year ending December 31, 2011, respectively.

     Exit Revolving Facility. During the June 2010 quarter, we amended our $1.0 billion first-lien revolving credit facility (the “Exit Revolving Facility”) to convert the $86 million revolving commitment of Lehman Commercial Paper, Inc. to a fully funded, non-revolving loan due April 2012. In addition, we prepaid the remaining $914 million of the Exit Revolving Facility. Borrowings under the Exit Revolving Facility can be prepaid without penalty and amounts prepaid can be reborrowed. As of June 30, 2010, the $914 million Exit Revolving Facility was undrawn.

     2010-1 EETC. In July 2010, we completed a $450 million offering of Pass Through Certificates, Series 2010-1A, through a pass through trust. We used $160 million in net proceeds to partially finance two B-777-200LR aircraft purchased in March 2010. The remaining $290 million will be used to partially refinance 22 aircraft currently supporting the 2000-1 EETC and will be held in escrow until the final maturity of the 2000-1 EETC in November 2010. The debt securities in this offering bear interest at a fixed rate of 6.2% per year and have a final maturity in July 2018. At June 30, 2010, we reclassified $290 million principal amount of the 2000-1 EETC from current maturities to long-term debt.

Covenants

     We were in compliance with all covenants in our financing agreements at June 30, 2010.

Future Maturities

     The following table summarizes scheduled maturities of our debt, including current maturities, at June 30, 2010:

Years Ending December 31,
(in millions)	Total
Six months ending December 31, 2010	$	766
2011		2,093
2012		2,419
2013		1,746
2014		3,203
Thereafter		6,270
		16,497
Unamortized discount, net		(1,387	)
Total	$	15,110

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NOTE 5. PURCHASE COMMITMENTS AND CONTINGENCIES

Aircraft Commitments

     Future aircraft purchase commitments at June 30, 2010 are estimated to total approximately $350 million through December 31, 2010. Approximately $270 million of the $350 million is associated with the purchase of seven B-737-800 aircraft for which we have entered into definitive agreements to sell to third parties immediately following delivery of those aircraft to us by the manufacturer. We have not received any notice that these parties have defaulted on their purchase obligations. The remaining commitments relate to the purchase of two B-737-800 aircraft and two previously owned MD-90 aircraft. We have no aircraft purchase commitments after December 31, 2010.

     As of June 30, 2010, we have commitments from third parties to finance or, with respect to the seven B-737-800 aircraft referred to above, definitive agreements to sell, all aircraft subject to purchase commitments, except for two previously owned MD-90 aircraft. Under these financing commitments, third parties have agreed to finance on a long-term basis a substantial portion of the purchase price of the covered aircraft.

     Our aircraft purchase commitments described above do not include our orders for:

• 18 B-787-8 aircraft. The Boeing Company (“Boeing”) has informed us that Boeing will be unable to meet the contractual delivery schedule for these aircraft. We are in discussions with Boeing regarding this situation.

• five A319-100 aircraft and two A320-200 aircraft. We have the right to cancel these orders.

Contract Carrier Agreements

     During the June 2010 quarter, we had contract carrier agreements with 10 contract carriers, including our wholly-owned subsidiaries, Comair, Compass and Mesaba. For additional information about our contract carrier agreements, see Note 8 of the Notes to the Consolidated Financial Statements in our Form 10-K.

     In July 2010, we sold Compass and Mesaba to Trans States Airlines Inc. and Pinnacle Airlines Corp. (“Pinnacle”), respectively. Upon the closing of these transactions, we entered into new or amended long-term capacity purchase agreements with Compass, Mesaba and Pinnacle. The sale of Compass and Mesaba did not have and is not expected to have a material impact on our Consolidated Financial Statements.

Contingencies Related to Termination of Contract Carrier Agreements

     We may terminate the Chautauqua and Shuttle America contract carrier agreements without cause at any time after May 2010 and January 2016, respectively, by providing certain advance notice. If we terminate either the Chautauqua or Shuttle America agreements without cause, Chautauqua or Shuttle America, respectively, has the right to (1) assign to us leased aircraft that the airline operates for us, provided we are able to continue the leases on the same terms the airline had prior to the assignment and (2) require us to purchase or lease any of the aircraft that the airline owns and operates for us at the time of the termination. If we are required to purchase aircraft owned by Chautauqua or Shuttle America, the purchase price would be equal to the amount necessary to (1) reimburse Chautauqua or Shuttle America for the equity it provided to purchase the aircraft and (2) repay in full any debt outstanding at such time that is not being assumed in connection with such purchase. If we are required to lease aircraft owned by Chautauqua or Shuttle America, the lease would have (1) a rate equal to the debt payments of Chautauqua or Shuttle America for the debt financing of the aircraft calculated as if 90% of the aircraft was debt financed by Chautauqua or Shuttle America and (2) other specified terms and conditions.

     We estimate that the total fair values, determined as of June 30, 2010, of the aircraft that Chautauqua or Shuttle America could assign to us or require that we purchase if we terminate without cause our contract carrier agreements with those airlines (the “Put Right”) are approximately $180 million and $350 million, respectively. The actual amount that we may be required to pay in these circumstances may be materially different from these estimates. If the Chautauqua or Shuttle America Put Right is exercised, we must also pay the exercising carrier 10% interest (compounded monthly) on the equity the carrier provided when it purchased the put aircraft. These equity amounts for Chautauqua and Shuttle America total $25 million and $52 million, respectively.

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     In May 2010, the U.S. District Court for the Northern District of Georgia ruled that in March 2008 we properly terminated our capacity purchase agreement with Freedom Airlines, Inc. (“Freedom”) and its parent company, Mesa Air Group, Inc. (“Mesa”) for the operation by Freedom of ERJ-145 aircraft. This agreement was not scheduled to expire until 2012. Subsequent to the District Court ruling, we, Mesa and Freedom agreed Freedom would continue to operate flights for us under a capacity purchase agreement until August 31, 2010 to allow for an orderly wind-down of Freedom’s operation of the ERJ-145 aircraft.

Legal Contingencies

     We are involved in various legal proceedings related to employment practices, environmental issues, bankruptcy matters, antitrust matters and other matters concerning our business. We cannot reasonably estimate the potential loss for certain legal proceedings because, for example, the litigation is in its early stages or the plaintiff does not specify the damages being sought.

Credit Card Processing Agreements

Visa/MasterCard Processing Agreement

     Our Visa/MasterCard credit card processing agreement provides that no cash reserve (“Reserve”) is required except in certain circumstances, including when we do not maintain a required level of unrestricted cash. In circumstances in which the processor can establish a Reserve, the amount of the Reserve would be equal to the potential liability of the credit card processor for tickets purchased with Visa or MasterCard that had not yet been used for travel. There was no Reserve as of June 30, 2010 or December 31, 2009.

American Express

     Our American Express credit card processing agreement provides that no withholding of payment related to receivables collected will occur except in certain circumstances, including when we do not maintain a required level of unrestricted cash. In circumstances in which American Express is permitted to withhold payment related to receivables collected, the amount that can be withheld is an amount up to American Express’ potential liability for tickets purchased with the American Express credit card that had not yet been used for travel. No amounts were withheld as of June 30, 2010 or December 31, 2009.

Other Contingencies

General Indemnifications

     We are the lessee under many commercial real estate leases. It is common in these transactions for us, as the lessee, to agree to indemnify the lessor and the lessor’s related parties for tort, environmental and other liabilities that arise out of or relate to our use or occupancy of the leased premises. This type of indemnity would typically make us responsible to indemnified parties for liabilities arising out of the conduct of, among others, contractors, licensees and invitees at, or in connection with, the use or occupancy of the leased premises. This indemnity often extends to related liabilities arising from the negligence of the indemnified parties, but usually excludes any liabilities caused by either their sole or gross negligence and their willful misconduct.

     Our aircraft and other equipment lease and financing agreements typically contain provisions requiring us, as the lessee or obligor, to indemnify the other parties to those agreements, including certain of those parties’ related persons, against virtually any liabilities that might arise from the use or operation of the aircraft or such other equipment.

     We believe that our insurance would cover most of our exposure to liabilities and related indemnities associated with the commercial real estate leases and aircraft and other equipment lease and financing agreements described above. While our insurance does not typically cover environmental liabilities, we have certain insurance policies in place as required by applicable environmental laws.

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     Certain of our aircraft and other financing transactions include provisions, which require us to make payments to preserve an expected economic return to the lenders if that economic return is diminished due to certain changes in law or regulations. In certain of these financing transactions, we also bear the risk of certain changes in tax laws that would subject payments to non-U.S. lenders to withholding taxes.

     We cannot reasonably estimate our potential future payments under the indemnities and related provisions described above because we cannot predict (1) when and under what circumstances these provisions may be triggered and (2) the amount that would be payable if the provisions were triggered because the amounts would be based on facts and circumstances existing at such time.

Employees Under Collective Bargaining Agreements

     At June 30, 2010, we had 81,916 full-time equivalent employees. Approximately 39% of these employees were represented by unions. In July 2010, the Association of Flight Attendants-CWA filed an application with the National Mediation Board to resolve representation for flight attendants; and the International Association of Machinists and Aerospace Workers filed applications to resolve representation for fleet service and passenger service employees, which includes airport customer service, cargo and reservations employees.

War-Risk Insurance Contingency

     As a result of the terrorist attacks on September 11, 2001, aviation insurers significantly reduced the maximum amount of insurance coverage available to commercial air carriers for liability to persons (other than employees or passengers) for claims resulting from acts of terrorism, war or similar events. At the same time, aviation insurers significantly increased the premiums for such coverage and for aviation insurance in general. Since September 24, 2001, the U.S. government has been providing U.S. airlines with war-risk insurance to cover losses, including those resulting from terrorism, to passengers, third parties (ground damage) and the aircraft hull. The U.S. Secretary of Transportation has extended coverage through August 31, 2010, and we expect the coverage to be further extended. The withdrawal of government support of airline war-risk insurance would require us to obtain war-risk insurance coverage commercially, if available. Such commercial insurance could have substantially less desirable coverage than currently provided by the U.S. government, may not be adequate to protect our risk of loss from future acts of terrorism, may result in a material increase to our operating expense or may not be obtainable at all, resulting in an interruption to our operations.

Other

     We have certain contracts for goods and services that require us to pay a penalty, acquire inventory specific to us or purchase contract specific equipment, as defined by each respective contract, if we terminate the contract without cause prior to its expiration date. Because these obligations are contingent on our termination of the contract without cause prior to its expiration date, no obligation would exist unless such a termination occurs.

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NOTE 6. EMPLOYEE BENEFIT PLANS

     The following tables show the components of net periodic cost:

							Other Postretirement and
	Pension Benefits						Postemployment Benefits
	Three Months Ended						Three Months Ended
	June 30,						June 30,
(in millions)	2010			2009			2010			2009
Service cost	$	—		$	—		$	15		$	13
Interest cost		246			251			49			51
Expected return on plan assets		(170	)		(154	)		(23	)		(19	)
Amortization of prior service benefit		—			—			(1	)		—
Recognized net actuarial loss (gain)		12			8			(1	)		(1	)
Settlements		4			2			—			—
Net periodic cost	$	92		$	107		$	39		$	44

							Other Postretirement and
	Pension Benefits						Postemployment Benefits
	Six Months Ended						Six Months Ended
	June 30,						June 30,
(in millions)	2010			2009			2010			2009
Service cost	$	—		$	—		$	30		$	26
Interest cost		492			502			98			102
Expected return on plan assets		(339	)		(308	)		(46	)		(38	)
Amortization of prior service benefit		—			—			(2	)		—
Recognized net actuarial loss (gain)		24			16			(2	)		(2	)
Special termination and settlements		6			4			—			6
Net periodic cost	$	183		$	214		$	78		$	94

NOTE 7. ACCUMULATED OTHER COMPREHENSIVE LOSS

     The following table shows the components of accumulated other comprehensive loss:

	Unrecognized
	Pension and
	Other Benefits			Derivative			Valuation
(in millions)	Liability			Instruments			Allowance			Total
Balance at December 31, 2009	$	(2,011	)	$	(345	)	$	(1,207	)	$	(3,563	)
Pension and other benefit adjustments		11			—			—			11
Changes in fair value		—			33			—			33
Reclassification to earnings		—			17			—			17
Tax effect		(4	)		(19	)		23			—
Balance at March 31, 2010		(2,004	)		(314	)		(1,184	)		(3,502	)
Pension and other benefit adjustments		(28	)		—			—			(28	)
Changes in fair value		—			(341	)		—			(341	)
Reclassification to earnings		—			18			—			18
Tax effect		10			120			(130	)		—
Balance at June 30, 2010	$	(2,022	)	$	(517	)	$	(1,314	)	$	(3,853	)

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NOTE 8. RESTRUCTURING AND MERGER-RELATED ITEMS

     The following table shows charges recorded in restructuring and merger-related items on our Consolidated Statements of Operations:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in millions)	2010		2009		2010		2009
Merger-related items	$	46	$	58	$	92	$	107
Asset impairment		36		—		36		—
Severance and related costs		—		—		8		50
Total restructuring and merger-related items	$	82	$	58	$	136	$	157

     Merger-related items are costs associated with Northwest and the integration of Northwest operations into Delta. Asset impairment charges relate to the impairment of retired B-747-200 aircraft.

     Severance and related costs primarily relate to voluntary workforce reduction programs for U.S. employees. During the six months ended June 30, 2010, we recorded an $8 million severance charge for our wholly-owned subsidiaries primarily associated with the consolidation of operations at the Cincinnati/Northern Kentucky International Airport. During the six months ended June 30, 2009, we recorded $50 million primarily associated with voluntary workforce reduction programs, including $6 million of special termination benefits related to retiree healthcare.

     The following table shows the balances for restructuring charges as of June 30, 2010, and the activity for the six months then ended:

	Liability							Liability
	Balance at		Additional					Balance at
	December 31,		Costs and					June 30,
(in millions)	2009		Expenses		Payments			2010
Severance and related costs	$	69	$	8	$	(37	)	$	40
Facilities and other		74		—		(13	)		61
Total	$	143	$	8	$	(50	)	$	101

NOTE 9. BANKRUPTCY CLAIMS RESOLUTION

     In September 2005, we and substantially all of our subsidiaries (the “Delta Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. On April 30, 2007, the Delta Debtors emerged from bankruptcy. Under the Delta Debtors’ Joint Plan of Reorganization (“Delta’s Plan of Reorganization”), most holders of allowed general, unsecured claims against the Delta Debtors received or will receive Delta common stock in satisfaction of their claims. Delta’s Plan of Reorganization contemplates the distribution of 400 million shares of common stock, consisting of 386 million shares to holders of allowed, general, unsecured claims and 14 million shares to eligible non-contract, non-management employees. As of June 30, 2010, under Delta’s Plan of Reorganization, we have (1) distributed 335 million shares of common stock to holders of $14.1 billion of allowed general, unsecured claims, (2) issued 14 million shares of common stock to eligible non-contract, non-management employees and (3) reserved 51 million shares of common stock for issuance to holders of allowed general, unsecured claims.

     In September 2005, Northwest Airlines Corporation and substantially all of its subsidiaries (the “Northwest Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code. On May 31, 2007, the Northwest Debtors emerged from bankruptcy. The Northwest Debtors’ First Amended Joint and Consolidated Plan of Reorganization (“Northwest’s Plan of Reorganization”) generally provides for the distribution of Northwest common stock to the Northwest Debtors’ creditors, employees and others in satisfaction of allowed general, unsecured claims. Pursuant to the Merger, each outstanding share of Northwest common stock (including shares issuable pursuant to Northwest’s Plan of Reorganization) was converted into the right to receive 1.25 shares of Delta common stock. As of June 30, 2010, five million shares of Delta common stock were reserved for issuance in exchange for shares of Northwest common stock that, but for the Merger, would have been issued under Northwest’s Plan of Reorganization.

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     The Delta Debtors and the Northwest Debtors will continue to settle claims and file objections with the bankruptcy courts regarding claims. In light of the substantial number and amount of claims filed, we expect the claims resolution process will take additional time to complete. We believe there will be no further material impact to the Consolidated Statements of Operations from the settlement of claims because the holders of such claims will receive under Delta’s and Northwest’s Plan of Reorganization, as the case may be, only their pro rata share of the distributions of common stock contemplated by the applicable Plan of Reorganization.

NOTE 10. EARNINGS (LOSS) PER SHARE

     We calculate basic earnings (loss) per share by dividing the net income (loss) by the weighted average number of common shares outstanding. Shares issuable upon the satisfaction of certain conditions are considered outstanding and included in the computation of basic earnings (loss) per share. Accordingly, the calculation of basic earnings (loss) per share for the three and six months ended June 30, 2010 and 2009 assumes there was outstanding at the beginning of each of these periods (1) all 386 million shares of Delta common stock contemplated by Delta’s Plan of Reorganization to be distributed to holders of allowed general, unsecured claims and (2) nine million shares of Delta common stock reserved for issuance in exchange for shares of Northwest common stock that, but for the Merger, would have been issued under Northwest’s Plan of Reorganization. Similarly, the calculation of basic loss per share for the three and six months ended June 30, 2009 assumes there was outstanding at the beginning of the period 50 million shares of Delta common stock we agreed to issue on behalf of Delta and Northwest pilots in connection with the Merger.

     The following table shows our computation of basic and diluted earnings (loss) per share:

	Three Months Ended June 30,					Six Months Ended June 30,
(in millions, except per share data)	2010		2009			2010		2009
Basic:
Net income (loss)	$	467	$	(257	)	$	211	$	(1,051	)
Basic weighted average shares outstanding		834		827			833		826
Basic earnings (loss) per share	$	0.56	$	(0.31	)	$	0.25	$	(1.27	)
Diluted:
Net income (loss)	$	467	$	(257	)	$	211	$	(1,051	)
Basic weighted average shares outstanding		834		827			833		826
Dilutive effects of share based awards		8		—			9		—
Diluted weighted average shares outstanding		842		827			842		826
Diluted earnings (loss) per share	$	0.55	$	(0.31	)	$	0.25	$	(1.27	)
Antidilutive common stock equivalents excluded from diluted earnings (loss) per share		23		40			22		40

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General Information

     We provide scheduled air transportation for passengers and cargo throughout the United States (“U.S.”) and around the world. On October 29, 2008 (the “Closing Date”), a wholly-owned subsidiary of ours merged (the “Merger”) with and into Northwest Airlines Corporation. On the Closing Date, Northwest Airlines Corporation and its wholly-owned subsidiaries, including Northwest Airlines, Inc. (collectively, “Northwest”), became wholly-owned subsidiaries of Delta.

     On December 31, 2009, Northwest Airlines, Inc. merged with and into Delta. As a result of this merger, Northwest Airlines, Inc. ceased to exist as a separate entity.

     We believe the Northwest merger better positions us to manage through economic cycles and volatile fuel prices, invest in our fleet, improve services for customers and achieve our strategic objectives. We also believe the merger will generate approximately $2 billion in annual revenue and cost synergies by 2012 from more effective aircraft utilization, a more comprehensive and diversified route system, reduced overhead and improved operational efficiency.

June 2010 Quarter Financial Highlights

     We reported net income of $467 million in the June 2010 quarter, compared to a net loss of $257 million in the June 2009 quarter. The $724 million improvement primarily reflects (1) a strengthening of the airline industry revenue environment, including improving business travel, due to improving economic conditions and (2) merger synergies. These benefits were partially offset by higher fuel prices and profit sharing expense in the June 2010 quarter.

     Total operating revenue increased $1.2 billion, or 17%, in the June 2010 quarter on a 1% reduction in capacity, or available seat miles (“ASMs”), compared to the June 2009 quarter. Passenger revenue per available seat mile (“PRASM”) improved 19% driven by a 17% increase in passenger mile yield and a 1.9 point increase in load factor, reflecting an increase in demand for air travel and an increase in fares. During the June 2009 quarter, the global recession and the effects of the H1N1 virus had a significant negative impact on our operating revenue.

     Volatile fuel prices continue to represent a significant risk to our business and the airline industry as a whole. Including our contract carriers under capacity purchase agreements, our unhedged fuel price increased 39% to $2.31 per gallon compared to $1.66 per gallon in the June 2009 quarter. Our fuel price, including the impact of our fuel hedge contracts, was $2.32 per gallon for the June 2010 quarter compared to $2.06 per gallon for the June 2009 quarter. We recorded $14 million in net fuel hedge costs in the June 2010 quarter, compared to $390 million in fuel hedge losses in the June 2009 quarter. In an on-going effort to manage fuel price risk, we enter into derivative instruments to hedge a portion of our projected aircraft fuel requirements. As of June 30, 2010, we have hedged approximately 50% of our projected fuel requirements for the September 2010 quarter and six months ended December 31, 2010. Our current hedge portfolio primarily utilizes call options, which help us to mitigate the risk of aircraft fuel price increases, while allowing us downside participation through market purchases should aircraft fuel prices decline.

     Our net income for the June 2010 quarter includes (1) a $46 million charge for merger-related items associated with Northwest and the integration of Northwest operations into Delta and (2) a $36 million charge related to the impairment of retired B-747-200 aircraft. Our net loss for the June 2009 quarter includes a $58 million charge for merger-related items.

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     Our consolidated operating cost per ASM (“CASM”), for the June 2010 quarter, excluding aircraft fuel and related taxes, profit sharing and special items, (a non-GAAP financial measure as defined in “Supplemental Information” below), was 8.08 cents. The performance of this metric was flat compared to the June 2009 quarter despite 1% lower capacity, as merger synergies and productivity improvements offset higher revenue-related expenses and pay increases for frontline employees. We continue to focus on maintaining a competitive cost structure through disciplined spending, productivity initiatives and accelerating merger synergies.

     At June 30, 2010, we had $4.4 billion in cash and cash equivalents, and $1.6 billion in undrawn revolving credit facilities. During the June 2010 quarter, cash provided by operating activities was $1.0 billion. During that period, we repaid $1.3 billion in long-term debt and capital lease obligations. We also invested $196 million in property and equipment, including the purchase of five previously owned MD-90 aircraft and four previously leased B-757-200 aircraft. We contributed to our defined benefit pension plans $440 million in the June 2010 quarter and $225 million in the March 2010 quarter. As a result of the $665 million in contributions for the six months ended June 30, 2010, we satisfied, on an accelerated basis, our minimum required contributions for our defined benefit pension plans for 2010. In July 2010, we completed a $450 million offering of Pass Through Certificates, Series 2010-1A. For additional information, see Note 4 of the Notes to the Condensed Consolidated Financial Statements.

Business Overview

     Recent Initiatives. In 2009, we implemented a joint venture with Air France-KLM that strengthens our transatlantic network, expanded our alliance agreement with Alaska Airlines and Horizon Air to enhance our West coast presence. Additionally, we received U.S. Department of Transportation approval for a codesharing agreement with Virgin Blue, which will expand our network between the U.S. and Australia and the South Pacific. In July 2010, Alitalia joined our transatlantic joint venture with Air France-KLM retroactive to April 2010. We believe our global network, hub structure and alliances with other airlines enables us to offer our customers an improved global reach compared to other domestic and international airlines.

     Expanding our support for New York City through increased corporate sales, improved facilities and increased and new service from New York is a key component of our network strategy. We continue to make investments in our international operation at New York-JFK and explore long-term options to upgrade the facility. In August 2009, we announced our intention to make New York’s LaGuardia Airport a domestic hub through a slot transaction with US Airways. In May 2010, the Federal Aviation Administration and the U.S. Department of Transportation issued an order granting the waiver necessary to approve our agreement with US Airways. However, the waiver was conditioned on the parties’ agreement to a slot divestiture process which was not acceptable. On July 2, 2010, we and US Airways appealed the order to the U.S. Court of Appeals for the District of Columbia Circuit. We cannot predict the outcome of the appeal.

     We plan to invest $1 billion through mid-2013 to improve the customer experience and the efficiency of our aircraft fleet. Planned enhancements include installing full flat-bed seats in BusinessElite on 90 trans-oceanic aircraft, adding in-seat audio and video throughout Economy Class on 68 widebody aircraft, adding First Class cabins to 66 CRJ-700 aircraft and installing winglets on more than 170 aircraft to extend aircraft range and increase fuel efficiency.

     Merger Synergies. We achieved $700 million in merger synergy benefits in 2009. During the June 2010 quarter, we realized $200 million in incremental merger synergy benefits. We are anticipating a total of $1.5 billion of annual merger synergies by the end of 2010, and to achieve our goal of $2.0 billion of annual merger synergies in 2011. We have completed substantially all customer facing merger-related milestones and the majority of our merger integration, including combining frequent flyer programs, consolidating and rebranding all airport facilities, achieving a single operating certificate from the Federal Aviation Administration, and integrating the reservations and flight planning systems.

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Other Matters

     Northwest Cargo Matter. On July 30, 2010, Northwest Airlines, LLC (“Northwest LLC”), a subsidiary of Delta Air Lines, Inc. (“Delta”) and successor to Northwest Airlines Corporation (“Northwest Corp.”), entered into a plea agreement (“Plea Agreement”) with the U.S. Department of Justice, agreeing (1) to enter a plea of guilty to a one-count information asserting violations of the federal antitrust laws relating to cargo rates charged by Northwest Airlines Cargo, Inc., the cargo division of Northwest Airlines, Inc. (“Northwest Airlines”), the principal wholly-owned subsidiary of Northwest Corp., for certain international air shipments during the period between July 2004 and February 14, 2006, which was prior to Delta’s acquisition of Northwest Corp. in 2008; and (2) to pay a fine of $38 million. Delta, Northwest LLC and their affiliates fully cooperated with the U.S. Department of Justice in its investigation of this matter, and Northwest Airlines terminated the employment of the individual that it believed had primary responsibility for the conduct in question. The Plea Agreement is subject to acceptance by the U.S. District Court for the District of Columbia.

     The Plea Agreement relates to actions in violation of company policy by certain employees and officers of Northwest Airlines Cargo, Inc., the former cargo division of Northwest Airlines. The Plea Agreement does not assert any misconduct by any current or former officer or member of the Board of Directors of Northwest LLC, Northwest Corp., Northwest Airlines or Delta.

     Delta believes that none of Delta, Northwest LLC or any of their affiliates has any liability for damages in civil lawsuits for actions that are the subject of the Plea Agreement because, among other reasons, any such liability was discharged in and by the bankruptcy proceedings of Northwest Corp. and Northwest Airlines.

     Northwest Corp. and Northwest Airlines emerged from bankruptcy on May 31, 2007, and became wholly-owned subsidiaries of Delta on October 29, 2008. On December 31, 2009, Northwest Airlines merged with and into Delta.

     Employee Matters. In July 2010, the Association of Flight Attendants-CWA filed an application with the National Mediation Board to resolve representation for flight attendants; and the International Association of Machinists and Aerospace Workers filed applications to resolve representation for fleet service and passenger service employees, which includes airport customer service, cargo and reservations employees.

     Healthcare Reform. During the March 2010 quarter, Congress passed and the President signed new healthcare legislation. While the new law may impact certain of our healthcare plans, we currently believe this impact will not be material. We will continue to review the impact of the new law as governmental agencies issue interpretations regarding its meaning and scope.

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Results of Operations — June 2010 and 2009 Quarters

Operating Revenue

					vs. Three Months Ended
					June 30, 2009
	Three Months		Three Months				%
	Ended		Ended		Increase		Increase
(in millions)	June 30, 2010		June 30, 2009		(Decrease)		(Decrease)
Operating Revenue:
Passenger:
Mainline	$	5,480	$	4,564	$	916		20	%
Regional carriers		1,529		1,339		190		14	%
Total passenger revenue		7,009		5,903		1,106		19	%
Cargo		211		173		38		22	%
Other, net		948		924		24		3	%
Total operating revenue	$	8,168	$	7,000	$	1,168		17	%

			Increase (Decrease)
			vs. Three Months Ended June 30, 2009
	Three Months
	Ended											Passenger
	June 30,		Passenger			RPMs(1)			ASMs			Mile						Load
(in millions)	2010		Revenue			(Traffic)			(Capacity)			Yield			PRASM			Factor
Passenger Revenue:
Domestic	$	3,152		16	%		1	%		1	%		14	%		14	%	— pts
Atlantic		1,358		19	%		(5	)%		(8	)%		25	%		30	%	3.3 pts
Pacific		634		52	%		24	%		12	%		23	%		36	%	8.5 pts
Latin America		336		17	%		6	%		5	%		10	%		12	%	1.1 pts
Total Mainline		5,480		20	%		2	%		—	%		17	%		20	%	1.9 pts
Regional carriers		1,529		14	%		(2	)%		(4	)%		17	%		19	%	1.9 pts
Total passenger revenue	$	7,009		19	%		2	%		(1	)%		17	%		19	%	1.9 pts

⁽¹⁾ Revenue passenger miles (“RPMs”).

     Mainline Passenger Revenue. Mainline passenger revenue increased 20% in the June 2010 quarter compared to the June 2009 quarter primarily due to increased business demand for air travel and an increase in fares. Passenger mile yield and PRASM increased 17% and 20%, respectively. During the June 2009 quarter, the global recession and the effects of the H1N1 virus had a significant negative impact on our mainline passenger revenue.

• Domestic Passenger Revenue. Domestic passenger revenue increased 16% from a 14% increase in PRASM on a 1% increase in capacity. The passenger mile yield increased 14%, reflecting an increase in business travel and an increase in fares.

• International Passenger Revenue. International passenger revenue increased 26% from a 28% increase in PRASM and a 4.1 point increase in load factor on a 1% decline in capacity. The passenger mile yield increased 22%, reflecting (1) an increase in business and leisure travel and (2) an increase in fares. The Atlantic and Pacific markets realized a 25% and 23% increase in passenger mile yield, respectively, due to improved economic conditions and increased business demand.

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     Regional carriers. Passenger revenue of regional carriers increased 14% from a 19% increase in PRASM and a 1.9 point increase in load factor on a 4% decline in capacity. The passenger mile yield increased 17%, reflecting an increase in demand for air travel and an increase in fares.

     Cargo. Cargo revenue increased $38 million due to higher cargo yield and international volume, partially offset by capacity reductions. The results for the June 2009 quarter include the operations of dedicated freighter B-747-200F aircraft, which we retired during 2009.

     Other, net. Other, net revenue increased $24 million primarily due to increased baggage fees.

Operating Expense

					vs. Three Months Ended
	Three Months		Three Months		June 30, 2009
	Ended		Ended					%
	June 30,		June 30,		Increase			Increase
(in millions)	2010		2009		(Decrease)			(Decrease)
Operating Expense:
Aircraft fuel and related taxes	$	1,960	$	1,812	$	148			8	%
Salaries and related costs		1,702		1,723		(21	)		(1)	%
Contract carrier arrangements		972		965		7			1	%
Aircraft maintenance materials and outside repairs		395		392		3			1	%
Depreciation and amortization		379		383		(4	)		(1)	%
Contracted services		366		354		12			3	%
Passenger commissions and other selling expenses		377		329		48			15	%
Landing fees and other rents		324		315		9			3	%
Passenger service		165		161		4			2	%
Aircraft rent		101		119		(18	)		(15)	%
Profit sharing		90		—		90		NM
Restructuring and merger-related items		82		58		24			41	%
Other		403		388		15			4	%
Total operating expense	$	7,316	$	6,999	$	317			5	%

     Aircraft fuel and related taxes. Aircraft fuel and related taxes increased $148 million primarily due to a $550 million increase associated with higher average unhedged fuel prices, partially offset by a $376 million reduction in fuel hedge losses. We recorded $14 million in net fuel hedge costs in the June 2010 quarter, compared to $390 million in fuel hedge losses in the June 2009 quarter. The fuel hedge losses in the June 2009 quarter were primarily from hedge contracts purchased in 2008 when fuel prices reached record highs and were expected to continue to rise.

     Salaries and related costs. Salaries and related costs decreased $21 million primarily because (1) the June 2009 quarter includes expense associated with Delta airline tickets we awarded to employees as a part of an employee recognition program and (2) the June 2010 quarter reflects lower pension expense primarily from an increase in the value of our defined benefit plan assets and a 2% average decrease in staffing primarily related to voluntary workforce reduction programs. The decrease in salaries and related costs in the June 2010 quarter was partially offset by pay increases for frontline employees.

     Contract carrier arrangements. Contract carrier arrangements expense increased $7 million primarily due to higher average fuel prices, partially offset by (1) lower overall expense from a reduction in capacity and (2) reduced contract carrier rates from the transfer of ground handling services to one of our wholly-owned subsidiaries and third party vendors.

     Passenger commissions and other selling expenses. Passenger commissions and other selling expenses increased $48 million primarily due to higher revenue-related expenses.

     Profit sharing. We recorded a $90 million charge related to our broad-based employee profit sharing plans during the June 2010 quarter. We did not record any profit sharing expense in 2009. Our broad-based profit sharing plans provide that, for each year in which we have an annual pre-tax profit (as defined), we will pay a specified portion of that profit to eligible employees.

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     Restructuring and merger-related items. Restructuring and merger-related items increased $24 million, primarily due to the following:

• During the June 2010 quarter, we recorded (1) a $46 million charge for merger-related items associated with Northwest and the integration of Northwest operations into Delta and (2) a $36 million charge related to the impairment of retired B-747-200 aircraft.

• During the June 2009 quarter, we recorded a $58 million charge for merger-related items.

Other (Expense) Income

     Other expense, net for the June 2010 quarter was $384 million compared to $254 million for the June 2009 quarter. This change is attributable to the following:

	(Unfavorable) Favorable vs.
	Three Months Ended
(in millions)	June 30, 2009
Mark-to-market adjustments on the ineffective portion of fuel hedge contracts	$	(92	)
Foreign currency exchange rates		(37	)
Net interest expense		3
Other		(4	)
Total other expense, net	$	(130	)

Income Taxes

     We did not record an income tax provision for U.S. federal income tax purposes as a result of our income in the June 2010 quarter since our deferred tax assets are fully reserved by a valuation allowance. We did not record an income tax benefit in the June 2009 quarter as a result of our loss in that period. The deferred tax asset resulting from such a net operating loss was fully reserved by a valuation allowance.

Results of Operations — Six Months Ended June 30, 2010 and 2009

Operating Revenue

					vs. Six Months Ended
					June 30, 2009
	Six Months		Six Months					%
	Ended		Ended		Increase			Increase
(in millions)	June 30, 2010		June 30, 2009		(Decrease)			(Decrease)
Operating Revenue:
Passenger:
Mainline	$	9,966	$	8,931	$	1,035			12	%
Regional carriers		2,849		2,573		276			11	%
Total passenger revenue		12,815		11,504		1,311			11	%
Cargo		387		358		29			8	%
Other, net		1,814		1,822		(8	)		—	%
Total operating revenue	$	15,016	$	13,684	$	1,332			10	%

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			Increase (Decrease)
	Six Months		vs. Six Months Ended June 30, 2009
	Ended											Passenger
	June 30,		Passenger			RPMs			ASMs			Mile						Load
(in millions)	2010		Revenue			(Traffic)			(Capacity)			Yield			PRASM			Factor
Passenger Revenue:
Domestic	$	5,802		10	%		—	%		(1)	%		10	%		10	%	— pts
Atlantic		2,228		12	%		(5)	%		(11)	%		18	%		25	%	4.7 pts
Pacific		1,204		24	%		14	%		7	%		9	%		16	%	4.9 pts
Latin America		732		8	%		4	%		2	%		3	%		5	%	1.4 pts
Total Mainline		9,966		12	%		—	%		(2)	%		11	%		14	%	2.1 pts
Regional carriers		2,849		11	%		(1)	%		(4)	%		11	%		15	%	2.7 pts
Total passenger revenue	$	12,815		11	%		—	%		(2)	%		11	%		14	%	2.2 pts

     Mainline Passenger Revenue. Mainline passenger revenue increased 12% in the six months ended June 30, 2010 compared to the six months ended June 30, 2009 primarily due to increased business demand for air travel and an increase in fares, partially offset by planned and weather-related capacity reductions. Passenger mile yield and PRASM increased 11% and 14%, respectively. During the six months ended June 30, 2009, the global recession and the effects of the H1N1 virus had a significant negative impact on our mainline passenger revenue.

• Domestic Passenger Revenue. Domestic passenger revenue increased 10% from a 10% increase in PRASM on a 1% decline in capacity. The passenger mile yield increased 10%, reflecting an increase in business travel and an increase in fares.

• International Passenger Revenue. International passenger revenue increased 14% from a 19% increase in PRASM and a 4.3 point increase in load factor on a 4% decline in capacity. The passenger mile yield increased 13%, reflecting (1) an increase in business and leisure travel and (2) an increase in fares. The Atlantic market realized an 18% increase in passenger mile yield due to improved economic conditions after having experienced the largest decline in passenger mile yield compared to our other international regions during the six months ended June 30, 2009 quarter.

     Regional carriers. Passenger revenue of regional carriers increased 11% from a 15% increase in PRASM and a 2.7 point increase in load factor on a 4% decline in capacity. The passenger mile yield increased 11%, reflecting an increase in demand for air travel and an increase in fares.

     Cargo. Cargo revenue increased $29 million due to higher cargo yield and international volume, partially offset by capacity reductions. The results for the six months ended June 30, 2009 include the operations of dedicated freighter B-747-200F aircraft, which we retired during 2009.

     Other, net. Other, net revenue decreased $8 million primarily due to a reduction in our aircraft maintenance and repair service revenue and lower administrative service charges, partially offset by increased baggage fees.

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Operating Expense

					vs. Six Months Ended
	Six Months		Six Months		June 30, 2009
	Ended		Ended					%
	June 30,		June 30,		Increase			Increase
(in millions)	2010		2009		(Decrease)			(Decrease)
Operating Expense:
Aircraft fuel and related taxes	$	3,643	$	3,705	$	(62	)		(2)	%
Salaries and related costs		3,374		3,429		(55	)		(2)	%
Contract carrier arrangements		1,889		1,873		16			1	%
Aircraft maintenance materials and outside repairs		769		816		(47	)		(6)	%
Depreciation and amortization		764		767		(3	)		—	%
Contracted services		758		786		(28	)		(4)	%
Passenger commissions and other selling expenses		741		685		56			8	%
Landing fees and other rents		637		631		6			1	%
Passenger service		303		296		7			2	%
Aircraft rent		213		240		(27	)		(11)	%
Profit sharing		90		—		90		NM
Restructuring and merger-related items		136		157		(21	)		(13)	%
Other		779		781		(2	)		—	%
Total operating expense	$	14,096	$	14,166	$	(70	)		—	%

     Aircraft fuel and related taxes. Aircraft fuel and related taxes decreased $62 million primarily due to a reduction of (1) $1.1 billion in fuel hedge losses and (2) $95 million from a 4% decline in fuel consumption. These decreases were partially offset by $1.1 billion associated with higher average unhedged fuel prices. We recorded $26 million in net fuel hedge costs in the six months ended June 30, 2010, compared to $1.1 billion in fuel hedge losses in the six months ended June 30, 2009. The fuel hedge losses in the six months ended June 30, 2009 were primarily from hedge contracts purchased in 2008 when fuel prices reached record highs and were expected to continue to rise.

     Salaries and related costs. Salaries and related costs decreased $55 million primarily due to (1) a 3% average decrease in staffing primarily related to voluntary workforce reduction programs, (2) lower pension expense primarily from an increase in the value of our defined benefit plan assets and (3) the inclusion in the June 2009 quarter of expense associated with Delta airline tickets we awarded to employees as a part of an employee recognition program. The decrease in salaries and related costs is partially offset by pay increases for frontline employees.

     Contract carrier arrangements. Contract carrier arrangements expense increased $16 million primarily due to higher average fuel prices, partially offset by (1) lower overall expense from a reduction in capacity and (2) reduced contract carrier rates from the transfer of ground handling services to one of our wholly-owned subsidiaries and third party vendors.

     Aircraft maintenance materials and outside repairs. Aircraft maintenance materials and outside repairs expense decreased $47 million primarily from capacity reductions.

     Passenger commissions and other selling expenses. Passenger commissions and other selling expenses increased $56 million primarily due to higher revenue-related expenses.

     Profit sharing. We recorded a $90 million charge related to our broad-based employee profit sharing plans in the six months ended June 30, 2010. We did not record any profit sharing expense in 2009. Our broad-based profit sharing plans provide that, for each year in which we have an annual pre-tax profit (as defined), we will pay a specified portion of that profit to eligible employees.

25

     Restructuring and merger-related items. Restructuring and merger-related items decreased $21 million, primarily due to the following:

• During the six months ended June 30, 2010, we recorded (1) a $92 million charge for merger-related items associated with Northwest and the integration of Northwest operations into Delta, (2) a $36 million charge related to the impairment of retired B-747-200 aircraft and (3) an $8 million severance charge for our wholly-owned subsidiaries primarily associated with the consolidation of operations at the Cincinnati/Northern Kentucky International Airport.

• During the six months ended June 30, 2009, we recorded a $107 million charge for merger-related items and $50 million in charges primarily related to severance associated with voluntary workforce reduction programs.

Other (Expense) Income

     Other expense, net for the six months ended June 30, 2010 was $698 million, compared to $565 million for the six months ended June 30, 2009. This change is attributable to the following:

	Unfavorable vs.
	Six Months Ended
(in millions)	June 30, 2009
Mark-to-market adjustments on the ineffective portion of fuel hedge contracts	$	(74	)
Foreign currency exchange rates		(39	)
Loss associated with devaluation of Venezuelan currency		(10	)
Net interest expense		(5	)
Other		(5	)
Total other expense, net	$	(133	)

Income Taxes

     We did not record income tax provision for U.S. federal income tax purposes as a result of our income for the six months ended June 30, 2010 since our deferred tax assets are fully reserved by a valuation allowance. We did not record an income tax benefit for the six months ended June 30, 2009 as a result of our loss in that period. The deferred tax asset resulting from such a net operating loss was fully reserved by a valuation allowance.

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Operating Statistics

     The following table sets forth our operating statistics:

	Three Months Ended						Six Months Ended
	2010			2009			2010			2009
Consolidated(1):
RPMs (millions)		49,894			49,053			92,261			92,013
ASMs (millions)		58,698			59,029			111,999			114,769
Passenger mile yield		14.05	¢		12.04	¢		13.89	¢		12.50	¢
PRASM		11.94	¢		10.00	¢		11.44	¢		10.02	¢
CASM		12.46	¢		11.86	¢		12.59	¢		12.34	¢
Passenger load factor		85.0	%		83.1	%		82.4	%		80.2	%
Fuel gallons consumed (millions)		965			983			1,836			1,908
Average price per fuel gallon, net of hedging activity	$	2.32		$	2.06		$	2.28		$	2.16
Full-time equivalent employees, end of period		81,916			82,968			81,916			82,968
Mainline:
RPMs (millions)		43,398			42,416			79,929			79,617
ASMs (millions)		50,642			50,605			96,252			98,369
CASM		11.47	¢		10.96	¢		11.54	¢		11.53	¢
Fuel gallons consumed (millions)		782			793			1,479			1,533
Average price per fuel gallon, net of hedging activity	$	2.32		$	2.14		$	2.27		$	2.28

⁽¹⁾ Includes the operations of our contract carriers under capacity purchase agreements, except full-time equivalent employees excludes employees of contract carriers, which we do not own.

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Fleet Information

     Our active aircraft fleet, commitments, options and rolling options at June 30, 2010 are summarized in the following table:

	Current Fleet
			Capital		Operating				Average							Rolling
Aircraft Type	Owned		Lease		Lease		Total		Age		Commitments(1)			Options(2)		Options(2)
B-737-700		10		—		—		10		1.4		—			—		—
B-737-800		71		—		—		71		9.7		9	(3)		60		90
B-747-400		4		6		6		16		16.6		—			—		—
B-757-200		92		39		36		167		17.4		—			—		—
B-757-300		16		—		—		16		7.3		—			—		—
B-767-300		4		—		10		14		18.9		—			—		—
B-767-300ER		46		—		9		55		14.2		—			5		—
B-767-400ER		21		—		—		21		9.3		—			10		—
B-777-200ER		8		—		—		8		10.4		—			—		—
B-777-200LR		10		—		—		10		1.2		—			18		—
A319-100		55		—		2		57		8.4		—			—		—
A320-200		41		—		28		69		15.3		—			—		—
A330-200		11		—		—		11		5.2		—			—		—
A330-300		21		—		—		21		4.8		—			—		—
MD-88		63		50		4		117		20.0		—			—		—
MD-90		17		—		—		17		14.6		2			—		—
DC-9		53		—		—		53		38.0		—			—		—
CRJ-100		21		13		27		61		12.4		—			—		—
CRJ-200		2		—		25		27		7.5		—			—		—
CRJ-700		15		—		—		15		6.6		—			—		—
CRJ-900		54		—		—		54		2.6		—			—		—
SAAB 340B+		—		—		32		32		12.2		—			—		—
Embraer 175		36		—		—		36		2.2		—			36		—
Total Aircraft		671		108		179		958		13.7		11			129		90

(1)	Excludes our orders of 18 B-787-8 aircraft. The Boeing Company (“Boeing”) has informed us that Boeing will be unable to meet the contractual delivery schedule for these aircraft. We are in discussions with Boeing regarding this situation. The table also excludes our orders for five A319-100 and two A320-200 aircraft because we have the right to cancel these orders.
(2)	Aircraft options have scheduled delivery slots, while rolling options replace options and are assigned delivery slots as options expire or are exercised.
(3)	Includes seven aircraft that we have entered into definitive agreements to sell to third parties immediately following delivery of these aircraft to us by the manufacturer.

     The above table:

• Excludes all grounded aircraft, including 13 DC-9, nine CRJ-100, nine SAAB 340B+ and one B-767-300ER aircraft that were grounded during the six months ended June 30, 2010; and

• Excludes 156 CRJ-200, 12 CRJ-700 and 10 CRJ-900 aircraft, which are operated by our third party contract carriers on our behalf and included in the third party contract carriers table below.

     During the six months ended June 30, 2010, we accepted delivery of 13 B-737-800 and two B-777-200LR aircraft. We also purchased nine previously owned MD-90 aircraft and four previously leased B-757-200 aircraft. The 13 B-737-800 aircraft were immediately sold to third parties.

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     The following table summarizes the aircraft fleet operated by third party contract carriers on our behalf at June 30, 2010:

	Fleet Type
									Embraer		Embraer
Carrier	CRJ-200		CRJ-700		CRJ-900		ERJ-145		170		175		Total
Atlantic Southeast Airlines, Inc.		98		38		10		—		—		—		146
Pinnacle Airlines, Inc.		126		—		16		—		—		—		142
SkyWest Airlines, Inc.		52		13		21		—		—		—		86
Chautauqua Airlines, Inc.		—		—		—		24		—		—		24
Shuttle America Corporation		—		—		—		—		1		16		17
Freedom Airlines, Inc.(1)		—		—		—		16		—		—		16
Total		276		51		47		40		1		16		431

⁽¹⁾ In May 2010, the U.S. District Court for the Northern District of Georgia ruled that in March 2008 we properly terminated our capacity purchase agreement with Freedom Airlines, Inc. (“Freedom”) and its parent company, Mesa Air Group, Inc. (“Mesa”) for the operation by Freedom of ERJ-145 aircraft. This agreement was not scheduled to expire until 2012. Subsequent to the District Court ruling, we, Mesa and Freedom agreed Freedom would continue to operate flights for us under a contract carrier agreement until August 31, 2010 to allow for an orderly wind-down of Freedom’s operation of the ERJ-145 aircraft.

Financial Condition and Liquidity

     We expect to meet our cash needs for the next 12 months from cash flows from operations, cash and cash equivalents and financing arrangements. As of June 30, 2010, we had $6.0 billion in unrestricted liquidity, consisting of $4.4 billion in cash and $1.6 billion in undrawn revolving credit facilities. As of June 30, 2010, we also have commitments from third parties to finance, or definitive agreements to sell, all aircraft subject to purchase commitments, except for two previously owned MD-90 aircraft. Under these financing commitments third parties have agreed to finance on a long-term basis a substantial portion of the purchase price of the covered aircraft. For additional information regarding our aircraft purchase commitments, see Note 5 of the Notes to the Condensed Consolidated Financial Statements.

     The global economic recession in 2008 and 2009 weakened demand for air travel, decreasing our revenue and negatively impacting our liquidity. In an effort to lessen the impact of the global recession, we implemented initiatives to reduce costs, increase revenues and preserve liquidity, primarily through reducing capacity to align with demand, workforce reduction programs and the acceleration of merger synergy benefits. While we are seeing a strengthening of the airline industry revenue environment due to improving economic conditions, the revenue environment continues to be weaker than before the onset of the global recession. Moreover, fuel prices have been increasing. Accordingly, we continue to focus on maintaining a competitive cost structure through disciplined spending, productivity initiatives and accelerating merger synergies.

     Our ability to obtain additional financing, if needed, on acceptable terms could be affected by the fact that substantially all of our assets are subject to liens.

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Liquidity Events

     Liquidity events included the following:

• American Express Agreement. In March 2010, we and American Express modified our December 2008 agreement under which we received $1.0 billion from American Express for their advance purchase of SkyMiles. Our obligations with respect to the advance payment will be satisfied by the use of SkyMiles by American Express over a specified period (“SkyMiles Usage Period”) rather than by cash payments from us to American Express. The March 2010 modification, among other things, changes the SkyMiles Usage Period to a three-year period beginning in December 2011 from a two-year period beginning in December 2010. For additional information, see Note 4 of the Notes to the Condensed Consolidated Financial Statements.

• Pension Obligations. We sponsor a defined benefit pension plan for eligible non-pilot Delta employees and retirees and defined benefit pension plans for eligible pre-merger Northwest employees and retirees, all of which have been frozen for future benefit accruals. Our funding obligations for these plans are governed by the Employee Retirement Income Security Act. We contributed $665 million to our defined benefit pension plans during the six months ended June 30, 2010. As a result of these contributions, we satisfied, on an accelerated basis, our minimum required contributions for our defined benefit pension plans for 2010.

• Exit Revolving Facility. During the June 2010 quarter, we amended our $1.0 billion first-lien revolving credit facility (the “Exit Revolving Facility”) to convert the $86 million revolving commitment of Lehman Commercial Paper, Inc. to a fully funded, non-revolving loan due April 2012. In addition, we prepaid the remaining $914 million of the Exit Revolving Facility. For additional information, see Note 4 of the Notes to the Condensed Consolidated Financial Statements.

• 2010-1 EETC. In July 2010, we completed a $450 million offering of Pass Through Certificates, Series 2010-1A, through a pass through trust. We used $160 million in net proceeds to partially finance two B-777-200LR aircraft purchased in March 2010. The remaining $290 million will be used to partially refinance 22 aircraft currently supporting the 2000-1 EETC and will be held in escrow until the final maturity of the 2000-1 EETC in November 2010. The debt securities in this offering bear interest at a fixed rate of 6.2% per year and have a final maturity in July 2018. At June 30, 2010, we reclassified $290 million principal amount of the 2000-1 EETC from current maturities to long-term debt.

Sources and Uses of Cash

Cash flows from operating activities

     Cash provided by operating activities totaled $2.0 billion for the six months ended June 30, 2010, primarily reflecting (1) a $1.5 billion increase in advance ticket sales primarily for summer travel, (2) $487 million in net income after adjusting for reconciling items such as depreciation and amortization and (3) a $455 million increase in accounts payable and accrued liabilities primarily related to increased operations due to seasonality and the improving economy. Cash provided by operating activities for the six months ended June 30, 2010 was partially offset by (1) a $285 million increase in accounts receivable associated with advance ticket sales and the timing of settlements and (2) a $179 million decrease in frequent flyer liability.

     Cash provided by operating activities totaled $1.5 billion for the six months ended June 30, 2009, primarily reflecting (1) the return from counterparties of $1.1 billion of hedge margin primarily used to settle fuel hedge losses recognized during the period and (2) a $537 million increase in advance ticket sales for summer travel. Cash provided by operating activities for the six months ended June 30, 2009 was partially offset by $306 million in net loss after adjusting for reconciling items such as depreciation and amortization.

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Cash flows from investing activities

     Cash used in investing activities totaled $555 million for the six months ended June 30, 2010, primarily reflecting investments of $449 million for flight equipment and $75 million for ground property and equipment. Included in flight equipment acquisitions are seven previously owned MD-90 aircraft, four previously leased B-757-200 and two B-777-200LR aircraft.

     Cash used in investing activities totaled $404 million for the six months ended June 30, 2009, primarily reflecting net investments of $498 million for flight equipment and $113 million for ground property and equipment, partially offset by a $121 million redemption of our investment in The Reserve Primary Fund and $76 million of proceeds from our sale of flight equipment.

Cash flows from financing activities

     Cash used in financing activities totaled $1.6 billion for the six months ended June 30, 2010, reflecting the repayment of $1.6 billion in long-term debt and capital lease obligations, including the prepayment of $914 million of our Exit Revolving Facility.

     Cash used in financing activities totaled $477 million for the six months ended June 2009, primarily reflecting the repayment of $853 million in long-term debt and capital lease obligations, partially offset by $390 million in proceeds primarily from long-term aircraft financing.

Application of Critical Accounting Policies

Critical Accounting Estimates

     For information regarding our Critical Accounting Estimates, see the “Application of Critical Accounting Policies” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K.

Recently Issued Accounting Pronouncements

     In October 2009, the Financial Accounting Standards Board issued “Revenue Arrangements with Multiple Deliverables.” The standard revises guidance on (1) the determination of when individual deliverables may be treated as separate units of accounting and (2) the allocation of transaction consideration among separately identified deliverables. It also expands disclosure requirements regarding an entity’s multiple element revenue arrangements. The standard is effective for fiscal years beginning on or after June 15, 2010, with early adoption permitted. We intend to adopt this standard on a prospective basis beginning January 1, 2011. We are currently evaluating the impact that the adoption of this standard will have on our Consolidated Financial Statements.

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Supplemental Information

     We sometimes use information that is derived from our Condensed Consolidated Financial Statements, but that is not presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”). Certain of this information is considered “non-GAAP financial measures” under the U.S. Securities and Exchange Commission rules. The non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.

     The following tables show reconciliations of non-GAAP financial measures to the corresponding GAAP financial measures. We exclude the following items from CASM:

• Ancillary businesses. Ancillary businesses are not related to the generation of a seat mile. These businesses include aircraft maintenance and staffing services we provide to third parties, our vacation wholesale operations and our dedicated freighter operations, which we discontinued on December 31, 2009.

• Profit sharing. Management believes the exclusion of this item provides a more meaningful comparison of our results to the airline industry and prior year results.

• Restructuring and merger-related items. Management believes the exclusion of this item is helpful to investors to evaluate our recurring operational performance.

• Aircraft fuel and related taxes. Management believes the volatility in fuel prices impacts the comparability of year-over-year financial performance.

	Three Months Ended June 30,
	2010			2009
CASM		12.46	¢		11.86	¢
Items excluded:
Ancillary businesses		(0.28	)		(0.31	)
Profit sharing		(0.15	)		—
Restructuring and merger-related items		(0.14	)		(0.10	)
Aircraft fuel and related taxes		(3.81	)		(3.39	)
CASM excluding aircraft fuel and related taxes, profit sharing and special items		8.08	¢		8.06	¢

     The following table shows a reconciliation from consolidated operating expense to mainline operating expense, which is used to calcuate mainline CASM.

	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2010			2009			2010			2009
Consolidated operating expense	$	7,316		$	6,999		$	14,096		$	14,166
Less regional carriers operating expense		(1,505	)		(1,452	)		(2,987	)		(2,820	)
Mainline operating expense	$	5,811		$	5,547		$	11,109		$	11,346

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There have been no material changes in market risk from the information provided in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Form 10-K, other than those discussed below.

     The following sensitivity analysis does not consider the effects of a change in demand for air travel, the economy as a whole or actions we may take to seek to mitigate our exposure to a particular risk. For these and other reasons, the actual results of changes in these prices or rates may differ materially from the following hypothetical results.

Aircraft Fuel Price Risk

     Our results of operations are materially impacted by changes in aircraft fuel prices. In an effort to manage our exposure to this risk, we periodically enter into derivative instruments designated as cash flow hedges, which are comprised of crude oil, heating oil and jet fuel call option, collar and swap contracts, to hedge a portion of our projected aircraft fuel requirements, including those of our contract carriers under capacity purchase agreements.

     As of June 30, 2010, our open fuel hedge position for the six months ending December 31, 2010 and year ending December 31, 2011 is as follows:

						Contract Fair
						Value at
	Weighted		Percentage of			June 30, 2010
	Average Contract		Projected			Based Upon
	Strike Price		Fuel Requirements			$76 per Barrel of
(in millions, unless otherwise stated)	per Gallon		Hedged			Crude Oil
2010
Crude Oil
Call options	$	2.01		20	%	$	20
Collars – cap/floor		2.01/1.75		18			(13	)
Swaps		1.89		2			(2	)
Jet Fuel
Call options		2.06		5			15
Swaps		2.12		5			(4	)
Total				50	%	$	16
2011
Crude Oil
Call options	$	2.03		20	%	$	144
Collars – cap/floor		2.09/1.77		7	%		(11	)
Total				27	%	$	133

     For the six months ended June 30, 2010, aircraft fuel and related taxes, including our contract carriers under capacity purchase agreements, accounted for $4.2 billion, or 30%, of our total operating expense, including $26 million of net fuel hedge costs. The following table shows the projected impact to aircraft fuel expense and fuel hedge margin for the six months ending December 31, 2010 based on the impact of our open fuel hedge contracts at June 30, 2010, assuming the following per barrel prices of crude oil:

										Fuel Hedge
										Margin
	Decrease									(Posted to)
	(Increase) to Fuel			Hedge (Loss)						Received from
(in millions)	Expense(1)			Gain(2)			Net impact			Counterparties
$60 / barrel	$	886		$	(315	)	$	571		$	(91	)
$80 / barrel		(89	)		(111	)		(200	)		58
$100 / barrel		(1,064	)		310			(754	)		771
$120 / barrel		(2,040	)		799			(1,241	)		1,635

(1)	Projection based upon the decrease (increase) to fuel expense as compared to the estimated crude oil price per barrel of $76 and estimated aircraft fuel consumption of 2.0 billion gallons for the six months ending December 31, 2010.
(2)	Projection based upon average futures prices per gallon by contract settlement month.

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ITEM 4. CONTROLS AND PROCEDURES

     Our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of our disclosure controls and procedures, which have been designed to permit us to effectively identify and timely disclose important information. Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that the controls and procedures were effective as of June 30, 2010 to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

     Except as set forth below, during the three months ended June 30, 2010, we did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

     On October 29, 2008, a wholly-owned subsidiary of ours merged with and into Northwest. On December 31, 2009, Northwest merged with and into Delta, ending Northwest’s separate existence. We are currently integrating policies, processes, people, technology and operations for the combined company. Management will continue to evaluate our internal control over financial reporting as we execute merger integration activities.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Delta Air Lines, Inc.

We have reviewed the condensed consolidated balance sheet of Delta Air Lines, Inc. (the Company) as of June 30, 2010, and the related condensed consolidated statements of operations for the three-month and six-month periods ended June 30, 2010 and 2009, and the condensed consolidated statements of cash flows for the six-month periods ended June 30, 2010 and 2009. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Delta Air Lines, Inc. as of December 31, 2009 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2009 and in our report dated February 24, 2010, we expressed an unqualified opinion on those consolidated financial statements.

/s/ Ernst & Young LLP

Atlanta, Georgia
July 30, 2010

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The legal proceeding discussed below has been described previously, including in our Form 10-K. The matter is described in this Form 10-Q to include recent developments in the case. For a discussion of a cargo matter involving Northwest, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – General Information – Other Matters” in Item 2 of Part I. “Item 3. Legal Proceedings” of our Form 10-K includes a discussion of other legal proceedings.

First Bag Fee Antitrust Litigation

     In May, June and July, 2009, a number of purported class action antitrust lawsuits were filed in the U.S. District Courts for the Northern District of Georgia, the Middle District of Florida, and the District of Nevada, against Delta and AirTran Airways (“AirTran”).

     In these cases, the plaintiffs originally alleged that Delta and AirTran engaged in collusive behavior in violation of Section 1 of the Sherman Act in November 2008 based upon certain public statements made in October 2008 by AirTran’s CEO at an analyst conference concerning fees for the first checked bag, Delta’s imposition of a fee for the first checked bag on November 4, 2008 and AirTran’s imposition of a similar fee on November 12, 2008. The plaintiffs sought to assert claims on behalf of an alleged class consisting of passengers who paid the fist bag fee after December 5, 2008 and seek injunctive relief and unspecified treble damages. All of these cases have been consolidated for pre-trial proceedings in the Northern District of Georgia by the Multi-District Litigation (“MDL”) Panel.

     In February 2010, the plaintiffs in the MDL proceeding filed a Consolidated Amended Class Action Complaint which substantially expanded the scope of the original complaint. In the consolidated amended complaint, the plaintiffs add new allegations concerning alleged signaling by both Delta and AirTran based upon statements made to the investment community by both carriers relating to industry capacity levels during 2008-2009. The plaintiffs also add a new cause of action against Delta alleging attempted monopolization in violation of Sherman Act § 2, paralleling a claim previously asserted against AirTran but not Delta. Plaintiffs have advised that they do not intend to seek certification of a class with respect to the Section 2 claims.

     Delta believes the claims in these cases are without merit and is vigorously defending these lawsuits. Delta has filed a motion to dismiss, and plaintiffs have filed a motion to certify the Section 1 class. Both motions are currently pending.

ITEM 1A. RISK FACTORS

     “Item 1A. Risk Factors” of our Form 10-K includes a discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in our Form 10-K. Except as presented below, there have been no material changes from the risk factors described in our Form 10-K.

Our business is subject to the effects of weather and natural disasters and seasonality, which can cause our results to fluctuate.

     Severe weather conditions and natural disasters can significantly disrupt service and create air traffic control problems. These events decrease revenue and can also increase costs. In addition, demand for air travel is typically higher in the June and September quarters, particularly in international markets, because there is more vacation travel during these periods than during the remainder of the year. As a result, our results of operations will reflect fluctuations from weather and natural disasters and seasonality. Therefore, operating results for a historical period are not necessarily indicative of operating results for a future period and operating results for an interim period are not necessarily indicative of operating results for an entire year.

An extended disruption in services provided by our third party regional carriers could have a material adverse effect on our results of operation.

     We utilize the services of third party providers in a number of areas in support of our operations that are integral to our business, including third party carriers in the Delta Connection program. While we have agreements with these providers that define expected service performance, we do not have direct control over the operations of these carriers. To the extent that a significant disruption in our regional operations occurs because any of these providers are unable to perform their obligations over an extended period of time, our revenue may be reduced or our expenses may be increased resulting in a material adverse effect on our results of operation.

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ITEM 2. ISSUER PURCHASES OF EQUITY SECURITIES

     We withheld the following shares of Delta common stock to satisfy tax withholding obligations during the June 2010 quarter from the distributions described below. These shares may be deemed to be “issuer purchases” of shares that are required to be disclosed pursuant to this Item.

							Maximum Number
							(or Approximate
	Total				Total Number of Shares		Dollar Value) of Shares
	Number of		Average		Purchased as Part of		That May Yet Be
	Shares		Price Paid		Publicly Announced		Purchased Under the
Period	Purchased(1)		Per Share		Plans or Programs(1)		Plan or Programs
April 1-30, 2010		1,126,459	$	12.19		1,126,459		(1)
May 1-31, 2010		10,651	$	13.63		10,651		(1)
June 1-30, 2010		151,540	$	13.55		151,540		(1)
Total		1,288,650				1,288,650

⁽¹⁾ Shares were withheld from employees to satisfy certain tax withholding obligations due in connection with grants of stock under our 2007 Performance Compensation Plan. The 2007 Performance Compensation Plan provides for the withholding of shares to satisfy tax obligations. It does not specify a maximum number of shares that can be withheld for this purpose.

ITEM 6. EXHIBITS

(a) Exhibits

10.1	Separation Agreement and General Release, dated June 4, 2010, by and between Delta Air Lines, Inc. and Michael J. Becker
15	Letter from Ernst & Young LLP regarding unaudited interim financial information
31.1	Certification by Delta’s Chief Executive Officer with respect to Delta’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010
31.2	Certification by Delta’s Senior Vice President and Chief Financial Officer with respect to Delta’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010
32	Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by Delta’s Chief Executive Officer and Senior Vice President and Chief Financial Officer with respect to Delta’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

* To be filed by amendment

37

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Delta Air Lines, Inc.
(Registrant)
 

/s/ Hank Halter  

Hank Halter 

Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) 

July 30, 2010

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EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT AND GENERAL RELEASE

     1. Agreement. I, Michael J. Becker, the undersigned individual named on the signature page hereto, wish to accept the benefits outlined in Subsections a. through f. of this Section 1. (collectively “Severance Benefits”) that are being offered by Delta Air Lines, Inc. (“Delta” or “Company”) in exchange for my agreement to all of the provisions contained in this Separation Agreement and General Release (“Agreement”), my agreement that my termination date with Delta was or shall be May 31, 2010 and my retirement date was or shall be June 1, 2010, and my agreement to resign from any positions that I may hold with any Delta subsidiary or affiliate effective as of May 31, 2010.

          a. Pursuant to Section 8(a)(iii)(B)(2) of the Delta Air Lines, Inc. 2010 Management Incentive Plan (“MIP”) that provides for a MIP Award for Executive Officer Participants after certain types of defined terminations of employment, Delta will consider my separation from employment to be a Termination of Employment by the Company without Cause, as defined in the MIP and solely for the purposes of this Agreement, and I will receive a MIP Award as provided therein.

          b. Delta will provide me access to retiree medical, retiree basic life insurance, and retiree pass travel and pay me accrued vacation as set forth under the terms of the Delta 60-Point Retirement Program (effective March 28, 2008) (“60-Point Program”) because I would have been eligible to retire under the 60-Point Program (by satisfying the age and service requirements) had such program been made available to officers and directors of the Company who are separated in connection with and following the merger of a Delta subsidiary into Northwest Airlines Corporation (“NW Corporation”) on October 29, 2008 (“Merger”).

          c. Within thirty days after the date this Agreement is effective as provided in Section 5.h., Delta will pay me, in a lump sum, two hundred twenty-seven thousand eight hundred and twenty-one dollars ($227,821).

          d. Immediately after the date this Agreement is effective as provided in Section 5.h., any unvested restricted stock granted to me under the 2009 Long-Term Incentive Program (“2009 LTIP”) will vest. In addition, my Adjusted Performance Award under Section 3(b)(vii)(A) of the 2009 LTIP will be calculated as if I had remained employed for the entire period provided under the 2009 LTIP (i.e., T=24 in the Section 3(b)(vii)(A) formula) and will vest and become payable under Section 3(b)(v) of the 2009 LTIP at the same time and at the same performance ranking as other active participants based on Company performance. That payment date, if any, is expected to be in February or March of 2011.

          e. Immediately after the date this Agreement is effective as provided in Section 5.h., any unvested restricted stock granted to me under the 2010 Long-Term Incentive Program (“2010 LTIP”) will vest. In addition, my Adjusted Performance Award under Section 3(b)(vii)(A) of the 2010 LTIP will be calculated as if I had remained employed for the entire period provided under the 2010 LTIP (i.e., T=24 in the Section 3(b)(vii)(A) formula) and will vest and become payable under Section 4(b)(v) of the 2010 LTIP at the same time and at the same performance ranking as other active participants based on Company performance. That payment date is expected to be in February or March of 2012.

          f. I will continue to be eligible for certain financial planning services and executive physical benefits through the end of 2010 on the same basis as if I had remained employed through the end of 2010.

I understand that capitalized terms that are not otherwise defined in this Agreement have the meanings ascribed to them under the MIP, 60-Point Program, 2009 LTIP and 2010 LTIP if defined therein.

     2. Severance Benefits. I acknowledge and agree that all Severance Benefits are being provided under the following conditions:

          a. Severance Benefits are subject to the required withholdings and payment of all applicable federal, state and local taxes.

          b. Severance Benefits will not be considered as earnings under any benefit plan or program sponsored by Delta unless and only to the extent that such benefits are included as earnings under the terms of the specific plan or program.

          c. I have carefully reviewed the provisions of this Agreement, the MIP, the provisions related to the 60-Point Program benefits that will be provided to me, the 2009 LTIP, and the 2010 LTIP and believe that executing this Agreement in order to receive the Severance Benefits is in my best interest.

          d. I acknowledge entering into this Agreement voluntarily and without coercion.

          e. I acknowledge and agree that Delta will have no obligation to provide me with any other benefits in connection with my employment relationship with Delta or the termination of that relationship other than: (i) as described in this Agreement, (iii) any retirement or equity-based benefits provided in accordance with the respective terms of any retirement or equity-based benefit plans sponsored by Delta or previously by the former Northwest Airlines, Inc. (“Northwest”) in which I participated during my employment with Delta or with Northwest, or (ii) certain travel benefits for retired executive officers for which I am eligible because I was an executive officer with Northwest on the date of the Merger agreement and joined Delta as an executive officer on the date the Merger occurred (“Merger Travel Benefits Program”) that is subject to a separate Separation Agreement and General Release.

          f. Clawback. As an officer of Delta at or above the Vice President level, I agree that if the Personnel & Compensation Committee of the Board of Directors (“Committee”) determines that I have engaged in fraud or misconduct that caused, in whole or in part, the need for a required restatement of Delta’s financial statements filed with the Securities and Exchange Commission, the Committee will review all incentive compensation awarded to or earned by me, including, without limitation, the Severance Benefits, with respect to fiscal periods materially affected by the restatement and may recover from me all such incentive compensation to the extent the Committee deems appropriate after taking into account the relevant facts and circumstances. Any recoupment hereunder may be in addition to any other remedies that may be available to Delta under applicable law.

     3. General Waiver and Release. In exchange for the Severance Benefits that Delta is providing under this Agreement, I hereby agree as follows:

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          a. Except for the rights and obligations provided by or arising under this Agreement, the Separation Agreement and General Release related to the Merger Travel Benefits Program, any rights I may have under any broad based benefit plan sponsored by Delta or previously by Northwest, the Delta Air Lines, Inc. 2007 Performance Compensation Plan (or any successor), the Northwest Airlines Corporation 2007 Stock Incentive Plan, Delta’s vacation and Paid Personal Time policies regarding the eligibility of departing employees to receive payment for unused, earned vacation or Paid Personal Time, or any right I may have to indemnification by Delta, I hereby release, acquit, withdraw, retract and forever discharge any and all claims, or causes of action, known or unknown, fixed or contingent, which I now have or may have hereafter, directly or indirectly, personally or in a representative capacity, against Delta, NW Corporation, and Northwest, including all of each entity’s predecessors, successors, subsidiaries, and affiliates, and all of each entity’s respective current and former administrators, fiduciaries, parents, subsidiaries, plans, affiliates, members of the Boards of Directors, officers, directors, shareholders, representatives, agents, employees, plan administrators, and all other persons acting through or in connection with Delta, NW Corporation, Northwest, or their current and former predecessors, successors, subsidiaries, and affiliates (each a “Released Party”) by reason of any matter, conduct, claim, event, act, omission, cause or thing whatsoever, from the beginning of time to, and including, the date of execution of this Agreement, arising out of, related to, or in connection with my employment with and termination from Delta, its subsidiaries, or affiliates. This general release includes, but is not limited to, all claims, manner of actions, and causes of action, known or unknown, fixed or contingent, which arise under Title VII of the Civil Rights Act of 1964, as amended; the Minnesota Human Rights Act; the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act of 1990; the Rehabilitation Act of 1973, as amended; the Worker Adjustment and Retraining Notification Act; 42 U.S.C. §§ 1981 through 1988; the Employee Retirement Income Security Act of 1974, as amended; the Fair Credit Reporting Act; the Minnesota Access to Consumer Reports statute; Executive Order 11246, as amended; the Equal Pay Act of 1963, as amended; any federal, state, or local statute, ordinance, or regulation providing protection for employees who report suspected violations of law or regulation; any other federal, state or local statute, ordinance, or regulation respecting discriminatory hiring or employment practices or civil rights laws based on protected class status or respecting any other employment practices requirements or protections (except for wage or leave benefits that may not be waived); common law claims of intentional or negligent infliction of emotional distress, defamation, negligent hiring, breach of contract, breach of the covenant of good faith and fair dealing, promissory estoppel, negligence, or wrongful termination of employment; and all other claims of any type or nature, including any claim in contract or tort, any claim for equitable relief or money damages (including compensatory and punitive damages), any claim for attorneys’ fees, and any claim for costs associated with any such alleged claim. I understand and intend that this General Release shall discharge all claims against the Released Parties to the extent permitted by law, but shall not discharge claims arising out of any events which may occur after the date of execution of this Agreement.

          b. I acknowledge, agree and hereby stipulate to the following: (i) during my employment with Delta and Northwest, I was allowed to take all leave and afforded all other rights to which I was entitled under the Family and Medical Leave Act (“FMLA”), the Minnesota Parental Leave Act (“MPLA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), or any other applicable federal, state, or local law providing for an employee’s leave of absence for medical, family, civic, child-care, parental, military service, court, or volunteer related reasons (“Leave Law”); and (ii) Delta and Northwest have not in any way interfered with, restrained, or denied my exercise of (or attempt to exercise) any right under the FMLA, the MPLA, the USERRA, or any other applicable federal, state, or local Leave Law, nor terminated or otherwise discriminated against me for exercising (or attempting to exercise) any such rights.

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          c. Except as specifically provided in this Agreement, I acknowledge, agree and hereby stipulate to the following: (i) in connection with my employment with Delta and Northwest and subsequent separation from employment, I have been paid all wages, commissions, compensation, accrued time-off, benefits, and other amounts that I am or was owed under the Fair Labor Standards Act (“FLSA”), the Minnesota Fair Labor Standards Act (“MFLSA”) or any other applicable federal, state, or local law or regulation providing for the payment of wages, commissions, compensation, meal periods, rest periods, benefits, accrued time-off, and time-of-payment (“Wage Law”); and (ii) I am not owed any back-pay, damages, penalties, or any other amounts due under the FLSA, MFLSA, or any other applicable federal, state, or local Wage Law.

          d. I understand that this General Release shall discharge all claims against the Released Parties to the extent permitted by law, but shall not prohibit me from filing a charge or claim with any local, state, or federal administrative agency or from cooperating in any investigation conducted by any local, state, or federal administrative agency to the extent that filing such charge or claim or such cooperation cannot be waived by me as a matter of law. Nevertheless, I understand and agree that through this General Release I waive all claims and rights to monetary or other recovery for any legal claims against Released Parties to the fullest extent permitted by law.

          e. Except as necessary to enforce the terms of this Agreement and subject to Subsection d. of this Section, I agree that neither I, nor anyone acting on my behalf, will sue any Released Party based on any claim released under this Agreement. In the event that I sue, or anyone acting on my behalf sues, any Released Party based on any claim released under this Agreement, I will hold each Released Party harmless from any claim asserted in such lawsuit, as well as all costs and expenses, including attorneys’ fees, arising from the defense of such claim, and will accept no payment or other benefit as a result of such lawsuit or any settlement thereof.

          f. I execute this Agreement with full knowledge and understanding that there may be issues, actions, claims, and matters that are not now known by me and that any payment or benefits conferred in consideration of this Agreement are accepted as final. I execute this Agreement understanding and acknowledging the significance and consequences of waiving such unknown issues, actions, claims, and matters. Thus, for the purpose of implementing a full and complete release and discharge of the Released Parties, I hereby expressly acknowledge that the General Release set forth in Subsection a. of this Section is intended to and does include and discharge, without limitation, all issues, actions, claims, and matters that I do not know about, or suspect to exist, at the date of the execution of this Agreement and that this Agreement contemplates the extinguishment of all such issues, actions, claims, and matters.

          g. I represent and agree that I am not aware of any acts committed by the Released Parties that violate any federal, state, or local statute, ordinance, regulation, or any other applicable law.

     4. No Admissions. This Agreement is not to be construed in any way as an admission by any of the Released Parties that they have violated any federal, state, or local statute, ordinance, or regulation, or violated any Delta or Northwest policy.

     5. Waiver of Age Discrimination Claims. I understand that there may be numerous, valuable rights under federal, state, and local law, including rights under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”) and the Minnesota Human

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Rights Act (“MHRA”), which I am waiving by executing this Agreement. In connection with this and regardless of ADEA or MHRA coverage, I hereby certify that:

          a. This Agreement, the 60-Point Program related to benefits that will be provided to me, 2009 LTIP, 2010 LTIP and the MIP are written in a manner that is understandable to me.

          b. I am receiving valuable consideration under this Agreement to which I would not otherwise be entitled.

          c. The Severance Benefits constitute full, fair, and adequate consideration for the affirmations, waivers, releases, discharges, and other agreements made by me in this Agreement.

          d. I have been advised in writing to consult with an attorney prior to executing this Agreement.

          e. I understand that this Agreement is a general release of Delta and the other Released Parties from any past or existing claim or potential claim, known or unknown, including any claim or potential claim relating to my employment relationship with Delta or Northwest and the termination of those relationships.

          f. I acknowledge and agree that I have been provided copies of the MIP, the 2009 LTIP, the 2010 LTIP, and the 60-Point Program as related to the benefits that will be provided to me, which include a description of benefits provided and the group of individuals covered by those plans. . In addition, the MIP, the 2009 LTIP, the 2010 LTIP, and the 60-Point Program related to the benefits that will be provided, and this Agreement, including Attachment A to this Agreement, contain information as to eligibility requirements, criteria used in selecting individuals for separation following the Merger and applicable time limits for receipt of benefits. I further acknowledge and agree that Attachment A, hereto, is a listing by job title and age of former Officers of Northwest and current and former Officers of Delta offered consideration in exchange for signing a release and a listing by job title and age of current Officers of Delta not offered consideration.

          g. I have been given a period of forty-five (45) days in which to review this Agreement and Attachment A and to consult with an attorney, accountant, tax advisor, spouse, or any other person. I have either used this full forty-five (45) day period to consider this Agreement, or have voluntarily chosen to execute this Agreement before the end of that period.

          h. I understand that insofar as it extends to claims under the ADEA, I have seven (7) calendar days after signing this Agreement to revoke the Agreement by giving written notice to Delta. In addition, I understand that insofar as it extends to claims under the MHRA, I have fifteen (15) calendar days after signing this Agreement to revoke the Agreement by giving written notice to Delta. The seven (7) day period is encompassed within the fifteen (15) day period so that the periods run concurrently. To revoke this Agreement, I must notify Delta of the intent to revoke through a signed statement delivered to Robert L. Kight, Vice-President — Compensation, Benefits & Services, Delta Air Lines, Inc., ATG Department 948, 1030 Delta Blvd., Atlanta, Georgia 30354-6001, or to such other person and address as Delta may designate in writing, on or before the last day of the seven (7) day period or fifteen (15) day period. I acknowledge that this Agreement will not take effect until sixteen (16) calendar days after I sign the Agreement, provided that I have not exercised my revocation right. If I revoke this Agreement, it shall immediately be void and of no further force or

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effect and I will not receive the Severance Benefits provided in this Agreement; otherwise, this Agreement will be fully effective and enforceable on the sixteenth (16^th) calendar day after I sign this Agreement.

          i. I have not been coerced in any way to execute this Agreement.

     6. Return of Property. I agree that all property belonging to Delta, including records, files, memoranda, reports, personnel information (including benefit files, training records, customer lists, operating procedure manuals, safety manuals, financial statements, price lists and the like), relating to the business of Delta, which I have come in contact with in the course of my employment (hereinafter “Delta’s Materials”) shall, as between the parties hereto, remain the sole property of Delta. I hereby warrant that I have returned all originals and copies of Delta’s Materials to Delta.

     7. Cooperation. I agree that I shall, to the extent requested in writing and reasonable under the circumstances, cooperate with and serve in any capacity requested by Delta in any pending or future litigation in which Delta has an interest, and regarding which I, by virtue of my employment with Delta or Northwest, have knowledge or information relevant to the litigation. Delta shall reimburse me for reasonable and necessary out-of-pocket expenses that I incur in connection with such cooperation.

     8. Trade Secrets. I hereby acknowledge that during the term of my employment with Delta and Northwest, I had access to and acquired knowledge of secret, confidential and proprietary information regarding, Delta and its business that fits within the definition of “trade secrets” under the law of the State of Georgia, including, without limitation, information regarding Delta’s present and future operations, its financial operations, marketing plans and strategies, alliance agreements and relationships, its compensation and incentive programs for employees, and the business methods used by Delta and its employees, and other information which derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy (each, a “Trade Secret”). I hereby agree that, for so long as such information remains a Trade Secret as defined by Georgia law, I will hold in a fiduciary capacity for the benefit of Delta and shall not directly or indirectly make use of, on my own behalf or on behalf of others, any Trade Secret, or transmit, reveal or disclose any Trade Secret to any person, concern or entity. Nothing in this Agreement is intended, or shall be construed, to limit the protections of any applicable law protecting trade secrets.

     9. Confidential or Proprietary Information. I further agree that I will hold in a fiduciary capacity for the benefit of Delta and its current and former predecessors, successors, subsidiaries, and affiliates, and, during the two-year period beginning on the date I sign this Agreement (the “Effective Date”), shall not directly or indirectly use or disclose, any Confidential or Proprietary Information, as defined hereinafter, that I may have acquired (whether or not developed or compiled by me and whether or not I was authorized to have access to such Confidential or Proprietary Information) during the term of, in the course of, or as a result of my employment by Delta and Northwest. Subject to the provisions set forth below, the term “Confidential or Proprietary Information” as used in this Agreement means the following secret, confidential and proprietary information of Delta not otherwise included in the definition of Trade Secret: plans and strategies related to compensation and human resource issues; strategies and plans for outsourcing, in-sourcing, and third party contract work; all marketing, alliance, advertising and sales plans and strategies; all pricing information; all financial, advertising and product development plans and strategies; all business development plans and strategies; all compensation and incentive programs for employees; all alliance and joint venture agreements, plans and processes; all plans, strategies, and

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agreements related to the sale of assets; all third party provider agreements, relationships, and strategies; all business methods and processes used by Delta and its employees; all personally identifiable information regarding Delta employees, contractors and applicants; and all lists of actual or potential customers or suppliers maintained by Delta. The term “Confidential and Proprietary Information” does not include information that has become generally available to the public by the act of one who has the right to disclose such information. Nothing in this Agreement is intended, or shall be construed, to limit the protections of any applicable law protecting confidential or proprietary information.

     10. Employee Non-Solicitation Agreement. During the one-year period following the Effective Date, I will not directly or indirectly (on my own behalf or on behalf of any other person, company, partnership, corporation or other entity), employ or solicit for employment any individual who is a management or professional employee of Delta or its affiliates for employment with any entity or person other than Delta or its affiliates or encourage or induce any such person to terminate their employment with Delta or its affiliates. The restrictions set forth in this Section shall be limited to those Company management or professional employees who: (i) were employed by Delta or Northwest during my employment in a management or professional job by Delta or Northwest and (ii) with whom I had material professional contact during my employment by Delta or Northwest.

     11. Non-Competition Agreement. I acknowledge that Delta competes in a worldwide passenger air travel market, and Delta’s business plan is increasingly international in scope. I also acknowledge that although Delta’s business plan focuses on international air travel as a critical component, Delta will continue to provide primarily domestic air travel service. I acknowledge that the airlines listed below are particular competitors to Delta in the domestic or international market, and employment or consulting with any of the listed carriers would create more harm to Delta than relative to my possible employment or consulting with other air passenger carriers or air cargo carriers. I agree that the restrictions placed on me under this paragraph will not prevent me from earning a livelihood, given the large number of worldwide and domestic passenger and cargo air carriers not included in the list below. During the one-year period following the Effective Date, I will not on my own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, provide the same or substantially similar services, as an employee, consultant, partner, or in any other capacity, to any of the following entities, which I hereby acknowledge are all competitors of Delta: AMR Corporation, American Airlines, Inc., Continental Airlines, Inc., Southwest Airlines Co., UAL Corporation, United Air Lines, Inc., US Airways Group, Inc., US Airways, Inc., JetBlue Airways Corporation, AirTran Holdings, Inc., or AirTran Airways, Inc., (individually and collectively, the “Competitor”). This restriction shall only apply to the extent that I may not provide services to the Competitor: (a) while working within a fifty (50) mile radius of the city limits of Atlanta, Georgia; or (b) while working out of or within a fifty (50) mile radius of the corporate headquarters or a major hub operation of the Competitor.

     12. No Statements. Subject to the provisions of Subsection 3.d., I agree that I will not make any oral or written statement to the news media, in any public forum, or to any business competitive with Delta, its subsidiaries, or affiliates, concerning any actions or inactions by Delta, NW Corporation, or Northwest, or any of their present or former subsidiaries or affiliates or any of their present or former officers, directors or employees (the “Delta Parties”), relative to the Delta Parties’ compliance with any state, federal or local law or rule. Subject to the provisions of Section 3.d., I also agree that I will not make any oral or written statement or take any other action which disparages or criticizes the Delta Parties, including, but not limited to any such statement which damages the Delta Parties’ good reputation or impairs their normal operations or activities. Subject to the provisions of Section 3.d., I further agree that I will not initiate or solicit claims against the Delta Parties or

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otherwise directly or indirectly encourage or support any claim that has been or in the future is asserted by a third party against the Delta Parties arising out of, related to, or in connection with any matter arising on or before the date of the Agreement.

     13. Confidentiality of Agreement. Subject to the provisions of Subsection 3.d., I agree that the nature, terms, conditions, and substance of this Agreement are strictly confidential and shall be kept confidential by me and all of my attorneys and family members and shall not be disclosed at any time to any other person or entity whomsoever without the prior written consent of Delta, except as to the settlement amounts which may be disclosed solely: (a) as necessary in the course of preparing and filing appropriate tax returns or dealing with federal, state, or local taxing authorities; and (b) in the performance of personal or business financial planning. In addition, any term hereof may be disclosed during any lawsuit or other proceeding brought to enforce the terms of this Agreement or as required pursuant to legal subpoena or court order. I agree that upon the receipt of a subpoena or other legal request for information contained in or regarding the nature, terms, conditions, or substance of this Agreement, I shall, within five (5) days, notify Delta in writing of such request and shall give Delta the opportunity to object to the disclosure of such information before responding to any such request.

     14. Arbitration. I hereby agree that except as expressly set forth below, all disputes and any claims arising out of or under or relating to this Agreement, including without limitation any dispute or controversy as to the validity, interpretation, construction, application, performance, breach or enforcement of this Agreement or any of its terms, shall be submitted for, and settled by, mandatory, final and binding arbitration in accordance with the Commercial Arbitration Rules then prevailing of the American Arbitration Association. Unless an alternative locale is otherwise agreed to in writing by the parties to this Agreement, the arbitration shall be conducted in the City of Wilmington, Delaware. The arbitrator will apply Delaware law to the merits of any dispute or claim, without reference to rules of conflict of law. Any award rendered by the arbitrator shall provide the full remedies available to the parties under the applicable law and shall be final and binding on each of the parties hereto and their heirs, executors, administrators, successors and assigns and judgment may be entered thereon in any court having jurisdiction. I hereby consent to the personal jurisdiction of the state and federal courts located in the State of Delaware for any action or proceeding arising from or relating to any arbitration under this Agreement. The prevailing party in any such arbitration shall be entitled to an award by the arbitrator of all reasonable attorneys’ fees and expenses incurred in connection with the arbitration. However, Delta will pay all fees associated with the American Arbitration Association and the arbitrator. All parties must initial here for this Arbitration Section to be effective:

Michael J. Becker

Robert L. Kight, Vice President — Compensation, Benefits & Services

Delta Air Lines, Inc.

     15. Injunctive Relief in Aid of Arbitration; Forum Selection. I hereby acknowledge and agree that the provisions contained in Sections 8 through 13 of this Agreement are reasonably necessary to protect the legitimate business interests of Delta, and that any breach of any of these provisions will result in immediate and irreparable injury to Delta for which monetary damages will not be an adequate remedy. I further acknowledge that if any such provision is breached or threatened to be breached, Delta will be entitled to seek a temporary restraining order, preliminary injunction or other equitable relief in aid of arbitration in any court of competent jurisdiction without the necessity of posting a bond, restraining me from continuing to commit any violation of the covenants, and I

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hereby irrevocably consent to the jurisdiction of the state and federal courts of the State of Delaware, with venue in Wilmington, which shall have jurisdiction to hear and determine any claim for a temporary restraining order, preliminary injunction or other equitable relief brought against me by Delta in aid of arbitration.

     16. Consequences of Breach. Furthermore, I acknowledge that, in partial consideration for the payments and benefits described in the MIP and this Agreement, Delta is requiring that I agree to and comply with the terms of Sections 8 through 13 and I hereby agree that without limiting any of the foregoing, should I violate any of the terms of Sections 8 through 13 hereof, I: (a) will not be entitled to and shall not receive any benefits under the MIP and this Agreement; and (b) shall repay to Delta all cash compensation I have received under this Agreement.

     17. Tolling. I further agree that in the event the enforceability of any of the restrictions as set forth in Sections 9, 10, or 11 of this Agreement are challenged and I am not preliminarily or otherwise enjoined from breaching such restriction(s) pending a final determination of the issues, then, if an arbitrator finds that the challenged restriction(s) is enforceable, the time period set forth in such Section(s) shall be deemed tolled upon the filing of the arbitration or action seeking injunctive or other equitable relief in aid of arbitration, whichever is first in time, until the dispute is finally resolved and all periods of appeal have expired.

     18. Governing Law. Unless governed by federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws of that State.

     19. Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, I HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY MATTER ARISING OUT OF, UNDER, IN CONNECTION WITH, OR IN ANY WAY RELATED TO THIS AGREEMENT. THIS INCLUDES, WITHOUT LIMITATION, ANY DISPUTE CONCERNING ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN), OR ACTION OF DELTA OR ME, OR ANY EXERCISE BY DELTA OR ME OF OUR RESPECTIVE RIGHTS UNDER THIS AGREEMENT OR IN ANY WAY RELATING TO THIS AGREEMENT. I FURTHER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR DELTA TO ISSUE AND ACCEPT THIS AGREEMENT.

     20. Validity; Severability. In the event that one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such holding shall not affect any other provisions in this Agreement, but this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein. The invalidity, illegality or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.

     21. Successors. This Agreement shall be binding upon, and inure to the benefit of me, Delta, and each of our heirs, administrators, representatives executors and assigns. This Agreement shall be binding upon, and inure to the benefit of Delta and its successors, and past, current and future fiduciaries, directors, shareholders, administrators, subsidiaries, agents, employees and assigns.

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     22. Headings and Captions. The headings and captions used in this Agreement are for convenience of reference only, and shall in no way define, limit, expand or otherwise affect the meaning or construction of any provision of this Agreement.

     23. Entire Agreement. Other than the agreement related to the Merger Travel Benefits Program, this Agreement sets forth the entire Agreement between Delta and me and supersedes any other written or oral agreement. No representations, statements, or inducements have been made to me concerning this Agreement other than the representations and statements contained and memorialized in this Agreement.

     IN WITNESS WHEREOF, Delta has executed this Agreement on the 4th day of June, 2010, and Michael J. Becker has executed this Agreement on the date indicated below.

/s/ Michael J. Becker Michael J. Becker

Date: 5/27/10

/s/ Robert L. Kight

Robert L. Kight

Vice President — Compensation, Benefits & Services

Delta Air Lines, Inc.

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EX-15

Exhibit 15

July 30, 2010

To the Board of Directors and Stockholders of
Delta Air Lines, Inc.

We are aware of the incorporation by reference in the Registration Statements (Form S-8 No.’s 333-142424, 333-149308, 333-154818, and 333-151060) of Delta Air Lines, Inc. for the registration of shares of its common stock of our reports dated April 22, 2010 and July 30, 2010 relating to the unaudited condensed consolidated interim financial statements of Delta Air Lines, Inc. that are included in its Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010.

/s/ Ernst & Young LLP

EX-31.1

Exhibit 31.1

I, Richard H. Anderson, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Delta Air Lines, Inc. (“Delta”) for the quarterly period ended June 30, 2010;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Delta as of, and for, the periods presented in this report;

     4. Delta’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Delta and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Delta, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of Delta’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in Delta’s internal control over financial reporting that occurred during Delta’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Delta’s internal control over financial reporting; and

     5. Delta’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Delta’s auditors and the Audit Committee of Delta’s Board of Directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Delta’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Delta’s internal control over financial reporting.

July 30, 2010	/s/ Richard H. Anderson
	Richard H. Anderson
	Chief Executive Officer

EX-31.2

Exhibit 31.2

I, Hank Halter, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Delta Air Lines, Inc. (“Delta”) for the quarterly period ended June 30, 2010;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Delta as of, and for, the periods presented in this report;

     4. Delta’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Delta and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Delta, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of Delta’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in Delta’s internal control over financial reporting that occurred during Delta’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Delta’s internal control over financial reporting; and

     5. Delta’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Delta’s auditors and the Audit Committee of Delta’s Board of Directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Delta’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Delta’s internal control over financial reporting.

July 30, 2010	/s/ Hank Halter
	Hank Halter
	Senior Vice President and Chief Financial Officer

EX-32

Exhibit 32

July 30, 2010

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

     The certifications set forth below are hereby submitted to the Securities and Exchange Commission pursuant to, and solely for the purpose of complying with, Section 1350 of Chapter 63 of Title 18 of the United States Code in connection with the filing on the date hereof with the Securities and Exchange Commission of the Quarterly Report on Form 10-Q of Delta Air Lines, Inc. (“Delta”) for the quarterly period ended June 30, 2010 (the “Report”).

     Each of the undersigned, the Chief Executive Officer and the Senior Vice President and Chief Financial Officer, respectively, of Delta, hereby certifies that, as of the end of the period covered by the Report:

1.	such Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Delta.

/s/ Richard H. Anderson  

Richard H. Anderson 

Chief Executive Officer 

/s/ Hank Halter  

Hank Halter 

Senior Vice President and Chief Financial Officer