-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ii7y12UJV/d7g99q58oYKzrscr2qYmtSBL/fBHBVoJNURoOxlHHqI28AxDG3OeDb d/pgzMYqZDwM7Q8WwDshPA== 0001188112-05-000243.txt : 20050210 0001188112-05-000243.hdr.sgml : 20050210 20050210172526 ACCESSION NUMBER: 0001188112-05-000243 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20050210 DATE AS OF CHANGE: 20050210 EFFECTIVENESS DATE: 20050210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELTA AIR LINES INC /DE/ CENTRAL INDEX KEY: 0000027904 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 580218548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122714 FILM NUMBER: 05594223 BUSINESS ADDRESS: STREET 1: HARTSFIELD ATLANTA INTL AIRPORT STREET 2: 1030 DELTA BLVD CITY: ATLANTA STATE: GA ZIP: 30354-1989 BUSINESS PHONE: 4047152600 MAIL ADDRESS: STREET 1: P.O. BOX 20706 STREET 2: DEPT 981 CITY: ATLANTA STATE: GA ZIP: 30320-6001 FORMER COMPANY: FORMER CONFORMED NAME: DELTA AIR CORP DATE OF NAME CHANGE: 19660908 S-8 1 ts8-4894.txt S-8 As filed with the Securities and Exchange Commission on February 11, 2005. REGISTRATION NO. 333- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DELTA AIR LINES, INC. -------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 58-0218548 ----------------------------------- ----------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Hartsfield-Jackson Atlanta International Airport, Atlanta, Georgia 30320 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) DELTA FAMILY-CARE SAVINGS PLAN ------------------------------- (Full title of the plan) Gregory L. Riggs, Esq. Senior Vice President - General Counsel and Chief Corporate Affairs Officer Delta Air Lines, Inc. P.O Box 20706 Atlanta, Georgia 30320-6001 --------------------------------------------------------- (Name and address of agent for service) (404) 715-2611 ----------------------------------------------------------------------- (Telephone number, including area code, of agent for service) ----------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================ Title of Proposed Proposed maximum Amount of securities to Amount to be maximum offering aggregate offering registration be registered registered (1) price per share (2) price (2) fee ================================================================================================================ Common Stock, par value $1.50 per share, 15 million shares $5.84 $87,600,000 $10,310.52 and related rights ================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers an indeterminate amount of interests to be offered or sold under the Delta Family-Care Savings Plan (the "Plan"). Also, each share of Common Stock to be issued under the Plan includes one-half of a preferred stock purchase right ("Right") to be issued pursuant to the terms and conditions of the Rights Agreement dated as of October 24, 1996, as amended as of July 22, 1999, between registrant and First Chicago Trust Company of New York, as Rights Agent. Each whole Right, when exercisable, would entitle its registered holder to purchase one one-hundreth of a share of Series D Junior Participating Preferred Stock of registrant at an exercise price of $300, subject to adjustment in certain circumstances. The Rights will expire at the close of business on November 4, 2006, unless earlier exchanged or redeemed. (2) Estimated solely for purposes of computing the registration fee pursuant to Rule 457(h) under the Securities Act on the basis of the average of the high and low prices per share of Common Stock of Delta as reported on the New York Stock Exchange composite transaction listing on February 7, 2005. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Delta Family-Care Savings Plan (the "Plan") as specified by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed or to be filed by Delta Air Lines, Inc. ("Delta" or the "Company") with the Securities and Exchange Commission are hereby incorporated by reference into this registration statement as of their respective dates: o The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (except for Item 6, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations--Business Environment," "--Results of Operations--2003 Compared to 2002" and "--Results of Operations--2002 Compared to 2001" and Item 8 of such report); o Annual Report on Form 11-K for the Plan for the year ended December 31, 2003. o Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2004, June 30, 2004 and September 30, 2004; and o Current Reports on Form 8-K filed on February 3, 2004, April 16, 2004, May 19, 2004 (two such reports were filed on this date), July 2, 2004, July 13, 2004, July 30, 2004, August 18, 2004 (two such reports were filed on this date), September 8, 2004, September 15, 2004 (which includes updated Item 6, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations--Business Environment," "--Results of Operations--2003 Compared to 2002" and "--Results of Operations--2002 Compared to 2001" and Item 8 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2003), September 16, 2004, September 28, 2004, October 15, 2004, October 25, 2004, October 26, 2004, October 28, 2004, November 1, 2004, November 3, 2004, November 19, 2004, November 23, 2004, November 24, 2004, December 1, 2004, December 2, 2004, December 6, 2004, January 20, 2005 and January 27, 2005. o "Description of Capital Stock" contained in the Company's Form S-1 Registration Statement (File No. 333-121473), filed under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including all amendments and reports filed for the purpose of updating such description. All documents filed by Delta pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and before the filing of a post-effective amendment to this registration statement that indicates that all securities registered hereunder have been sold or that deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents (other than current reports containing information furnished, as opposed to filed, on Form 8-K). Any statement -2- contained in a document incorporated or deemed incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of the shares of Common Stock has been passed upon for the Company by Leslie P. Klemperer, Esq., Vice President - Deputy General Counsel & Secretary of the Company. At January 1, 2005, Mr. Klemperer beneficially owned 9,857 shares of Common Stock of the Company; had options to purchase 37,652 shares of Common Stock of the Company under Delta's 2000 Performance Compensation Plan; 18,400 stock appreciation rights under Delta's 2000 Performance Compensation Plan, the value of which is based on the Common Stock of the Company; and beneficially owned 1,542.144 shares of Common Stock and 239.360 shares of Series B ESOP Convertible Preferred Stock of the Company under the Delta Family-Care Savings Plan. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of Delta. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Delta's Certificate of Incorporation provides for indemnification by Delta of any of its directors, officers or employees to the fullest extent permitted by the Delaware General Corporation Law against all expenses, liability and loss incurred in connection with any action, suit or proceeding in which any such person may be involved by reason of the fact that he or she is or was a director, officer or employee. Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. Delta's Certificate of Incorporation provides for such limitation of liability. Delta maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to Delta with respect to payments which may be made by Delta to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law. -3- ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See Exhibit Index ITEM 9. UNDERTAKINGS. (a) The undersigned Company hereby undertakes: (1) To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (i) and (ii) above do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by Delta pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Delta's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to (Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Delta pursuant to the foregoing provisions, or -4- otherwise, Delta has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Delta of (expenses incurred or paid by a director, officer or controlling person of Delta in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered Delta will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, Delta certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, and the State of Georgia, on the 9th day of February, 2005. DELTA AIR LINES, INC. By: /s/ Michael J. Palumbo ------------------------------------ Michael J. Palumbo Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act, this registration statement has been signed below on the 9th day of February, 2005, by the following persons on behalf of Delta and in the capacities indicated. SIGNATURE TITLE - --------- ----- * Chairman of the Board - ------------------------------- John F. Smith, Jr. * Director - ------------------------------- Edward H. Budd * Director - ------------------------------- David R. Goode * Director and - ------------------------------- Chief Executive Officer Gerald Grinstein (Principal Executive Officer) /s/ Karl J. Krapek Director - ------------------------------- Karl J. Krapek * Director - ------------------------------- Paula Rosput Reynolds -5- * Director - ------------------------------- Joan E. Spero Director - ------------------------------- Larry D. Thompson * Director - ------------------------------- Kenneth B. Woodrow /s/ Michael J. Palumbo Executive Vice President and - ------------------------------- Chief Financial Officer Michael J. Palumbo (Principal Financial Officer and Principal Accounting Officer) *By: /s/ Michael J. Palumbo Attorney-In-Fact --------------------------- Michael J. Palumbo -6- EXHIBIT INDEX Exhibit No. Description of Exhibits - ----------- ----------------------- 4.1 Delta's Certificate of Incorporation (Filed as Exhibit 3.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998).* 4.2 Delta's By-Laws (Filed as Exhibit 3 to Delta's Current Report on Form 8-K dated January 27, 2005).* 4.3 Rights Agreement dated as of October 24, 1996, between Delta and First Chicago Trust Company of New York, as Rights Agent, as amended by Amendment No. 1 thereto dated as of July 22, 1999 (Filed as Exhibit 1 to Delta's Form 8-A/A Registration Statement dated November 4, 1996, and Exhibit 3 to Delta's Amendment No. 1 to Form 8-A/A Registration Statement dated July 30, 1999).* 5 Opinion of Leslie P. Klemperer, Esq. 15 Letter from Deloitte & Touche LLP regarding unaudited interim financial information. 23.1 Consent of Leslie P. Klemperer, Esq. (included in Exhibit 5). 23.2 Consent of Deloitte & Touche LLP. 24 Powers of Attorney. - --------------- * Incorporated herein by reference. -1- EX-5 2 tex5-4894.txt EX-5 EXHIBIT 5 --------- February 10, 2005 [LETTERHEAD OF DELTA AIR LINES, INC.] Delta Air Lines, Inc. Hartsfield-Jackson Atlanta International Airport Atlanta, Georgia 30320-6001 Re: Delta Air Lines, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: I am Vice President - Deputy General Counsel of Delta Air Lines, Inc., a Delaware corporation ("Delta"), and have acted as such in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") being filed by Delta with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 15 million shares of Delta's common stock, par value $1.50 per share (the "Shares"), that may be issued under the Delta Family-Care Savings Plan (the "Plan"). I or counsel under my general supervision have examined such documents and such matters of fact and law that I have deemed necessary for the purpose of rendering the opinion expressed herein. Based on the foregoing, I am of the opinion that, upon the issuance of the Shares as provided in the Plan, and to the extent applicable, the Certificate of Designations, Preferences, and Rights of Series B ESOP Convertible Preferred Stock of Delta Air Lines, Inc., the Shares will be duly authorized, validly issued and fully paid and non-assessable. I am a member of the Bar of the State of Georgia and the foregoing opinion is limited to the General Corporation Law of the State of Delaware and the laws of the State of Georgia. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /S/ Leslie P. Klemperer ----------------------- Leslie P. Klemperer Vice President - Deputy General Counsel -2- EX-15 3 tex15-4894.txt EX-15 EXHIBIT 15 ---------- [LETTERHEAD OF DELOITTE & TOUCHE LLP, ATLANTA , GEORGIA] February 10, 2005 Delta Air Lines, Inc. Atlanta, Georgia We have made a review, in accordance with standards of the Public Company Accounting Oversight Board (United States), of the unaudited interim financial information of Delta Air Lines, Inc. and subsidiaries (the "Company") for the periods ended March 31, 2004 and 2003, and have issued our report dated May 10, 2004; and for the periods ended June 30, 2004 and 2003, and September 30, 2004 and 2003, as indicated in our reports dated August 9, 2004 and November 15, 2004, respectively; because we did not perform an audit, we expressed no opinion on that information. We are aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 are being incorporated by reference in this Registration Statement on Form S-8. We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. Deloitte & Touche LLP -3- EX-23.2 4 tex23_2-4894.txt EX-23.2 EXHIBIT 23.2 ------------ CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement of Delta Air Lines, Inc. on Form S-8 of our report dated March 12, 2004 (September 14, 2004 as to the matters under the captions "Business Environment" and "Reclassifications" in Note 1), relating to the consolidated financial statements of Delta Air Lines, Inc. as of and for the years ended December 31, 2003 and 2002 (which report expresses an unqualified opinion and includes explanatory paragraphs relating to (1) the Company's ability to continue as a going concern, (2) the Company's change in its method of accounting for goodwill and other intangible assets, effective January 1, 2002, to conform with Statement of Financial Accounting Standards No. 142, and (3) the application of procedures relating to a reclassification and to certain revised disclosures in Notes 5, 9, 16 and 21 related to the 2001 consolidated financial statements that were audited by other auditors who have ceased operations and for which we have expressed no opinion or other form of assurance other than with respect to such reclassification and disclosures), appearing in the Current Report on Form 8-K of Delta Air Lines, Inc. dated September 14, 2004 and our report dated June 28, 2004 relating to the financial statements of the Delta Family-Care Savings Plan as of and for the years ended December 31, 2003 and 2002 appearing in the Annual Report on Form 11-K of the Delta Family-Care Savings Plan for the year ended December 31, 2003. Deloitte & Touche LLP Atlanta, Georgia February 10, 2005 -1- EX-24 5 tex24-4894.txt EX-24 EXHIBIT 24 ---------- POWER OF ATTORNEY I hereby constitute and appoint Michael Palumbo and Todd Helvie, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of shares of Common Stock, par value $1.50 per share, of Delta in connection with the Delta Family-Care Savings Plan, (2) any application for registration or qualification (or exemption therefrom) of such securities under any state "Blue Sky" or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of February, 2005. /s/ Gerald Grinstein ---------------------------------------- Gerald Grinstein Director and Chief Executive Officer Delta Air Lines, Inc. -1- POWER OF ATTORNEY I hereby constitute and appoint Gerald Grinstein, Michael Palumbo and Todd Helvie, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of shares of Common Stock, par value $1.50 per share, of Delta in connection with the Delta Family-Care Savings Plan, (2) any application for registration or qualification (or exemption therefrom) of such securities under any state "Blue Sky" or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of February, 2005. /s/ Edward H. Budd -------------------------------- Edward H. Budd Director Delta Air Lines, Inc. -1- POWER OF ATTORNEY I hereby constitute and appoint Gerald Grinstein, Michael Palumbo and Todd Helvie, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of shares of Common Stock, par value $1.50 per share, of Delta in connection with the Delta Family-Care Savings Plan, (2) any application for registration or qualification (or exemption therefrom) of such securities under any state "Blue Sky" or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of February, 2005. /s/ David R. Goode -------------------------------- David R. Goode Director Delta Air Lines, Inc. -1- POWER OF ATTORNEY I hereby constitute and appoint Gerald Grinstein, Michael Palumbo and Todd Helvie, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of shares of Common Stock, par value $1.50 per share, of Delta in connection with the Delta Family-Care Savings Plan, (2) any application for registration or qualification (or exemption therefrom) of such securities under any state "Blue Sky" or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of February, 2005. /s/ John F. Smith, Jr. -------------------------------- John F. Smith, Jr. Chairman of the Board Delta Air Lines, Inc. -1- POWER OF ATTORNEY I hereby constitute and appoint Gerald Grinstein, Michael Palumbo and Todd Helvie, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of shares of Common Stock, par value $1.50 per share, of Delta in connection with the Delta Family-Care Savings Plan, (2) any application for registration or qualification (or exemption therefrom) of such securities under any state "Blue Sky" or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of February, 2005. /s/ Joan E. Spero -------------------------------- Joan E. Spero Director Delta Air Lines, Inc. -1- POWER OF ATTORNEY I hereby constitute and appoint Gerald Grinstein, Michael Palumbo and Todd Helvie, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of shares of Common Stock, par value $1.50 per share, of Delta in connection with the Delta Family-Care Savings Plan, (2) any application for registration or qualification (or exemption therefrom) of such securities under any state "Blue Sky" or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of February, 2005. /s/ Kenneth B. Woodrow ---------------------- Kenneth B. Woodrow Director Delta Air Lines, Inc. POWER OF ATTORNEY I hereby constitute and appoint Gerald Grinstein, Michael Palumbo and Todd Helvie, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of shares of Common Stock, par value $1.50 per share, of Delta in connection with the Delta Family-Care Savings Plan, (2) any application for registration or qualification (or exemption therefrom) of such securities under any state "Blue Sky" or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of February, 2005. /s/ Paula Rosput Reynolds ------------------------- Paula Rosput Reynolds Director Delta Air Lines, Inc. -----END PRIVACY-ENHANCED MESSAGE-----