X0202 4 2006-09-06 0000027904 DELTA AIR LINES INC /DE/ DALRQ.PK 0001292272 Whitehurst James M DELTA AIR LINES, INC., DEPT. 981 P.O. BOX 20574 ATLANTA GA 30320 0 1 0 0 Chief Operating Officer Common Stock 2006-09-06 4 S 0 11844 .745 D 0 D Common Stock 0 I Savings Plan Series B ESOP Convertible Preferred Stock Common Stock 0 I Savings Plan See paragraph titled "BACKGROUND INFORMATION ON LIQUIDATION OF COMMON STOCK AND PREFERRED STOCK UNDER DELTA FAMILY-CARE SAVINGS PLAN" in the Remarks section, below for information regarding the events leading to the removal of Delta common stock ("Common Stock") and Series B ESOP Convertible Preferred Stock ("Preferred Stock") from Reporting Person's account under the Delta Family-Care Savings Plan (the "Plan"). Preferred Stock held under the Plan had no expiration date and was convertible into Common Stock at a rate of 1.7155 shares of Common Stock for each share of Preferred Stock. BACKGROUND INFORMATION ON LIQUIDATION OF COMMON STOCK AND PREFERRED STOCK UNDER DELTA FAMILY-CARE SAVINGS PLAN: All holdings of Delta Common Stock and Preferred Stock, including Reporting Person's holdings, were eliminated from the ESOP portion of the Plan (the "ESOP Accounts") by March 31, 2006. As part of this process, U.S. Trust, the independent fiduciary investment manager for the Plan, and Delta agreed to offer a special distribution program permitting eligible Delta employees, who had participated in the Plan for at least five years as of December 31, 2005, to receive a distribution (the "Distribution") of the Common Stock and Preferred Stock in their ESOP Account. The Distribution was approved by the U.S. Bankruptcy Court on December 19, 2005. Reporting Person was not eligible to participate in the Distribution. However, as part of the Distribution, remaining unallocated shares of Preferred Stock were allocated (1) to the ESOP Accounts of participants in the Distribution who chose to transfer their Distribution into a Fidelity IRA and (2) to the ESOP Accounts of Plan participants, like the Reporting Person, who did not meet the eligibility requirements necessary to participate in the Distribution. After the Distribution had been executed, U.S. Trust directed the conversion to Common Stock of all remaining shares of Preferred Stock and thereafter sold all the Common Stock in the ESOP Account. For this reason, Reporting Person no longer holds any shares of Common Stock or Preferred Stock in his ESOP Account. Nanci Oliver Sloan as attorney-in-fact for James M. Whitehurst 2006-09-08