DALDelta Air Lines

We note in your disclosure on page 59 that you adopted ASC 842 using the optional transition method provided in ASU No. 2018-11. Please tell us how your disclosure complies with ASC 842-10-65-1(jj) with respect to all periods that continue to be in accordance with ASC 840.

In preparing our disclosures, we evaluated the guidance in ASC 842-10-65-1(jj) regarding prior periods that continue to be in accordance with ASC 840. We provide relevant disclosures under ASC 840, and considered the overlapping disclosure requirements of both standards. To comply with both standards, within Note 8, “Leases,” we provide detailed qualitative information regarding our lease agreements overall and by each major type of lease, including a general description of relevant terms and the related accounting. These qualitative disclosures apply to all periods presented.

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Regarding capital leases, we disclose within Note 1, “Summary of Significant Accounting Policies,” that depreciation and amortization expense includes amortization expense for capital leased assets, as well as the amounts of the gross asset value and accumulated amortization. Our disclosure of operating lease costs under ASC 840 relies on the income statement presentation of the line items where those costs are primarily recorded: Landing fees and other rents and Aircraft rent. In future annual filings that require lease cost disclosures, we will supplement our disclosure with a separate total operating lease costs amount for prior periods, primarily aggregating these line items. ASC 840 also requires disclosure of future minimum rentals for the latest balance sheet presented. However, we believe that the presentation required under ASC 842 of the future undiscounted cash flows as of December 31, 2018 provides the users of the financial statements with the most relevant information on our current financial position and future obligations; therefore, the similar ASC 840 disclosure was not presented.

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We note your disclosure that when available, you use the rate implicit in the lease to discount lease payments to present value; however most of your leases do not provide a readily determinable implicit rate. Please tell us if you have used the rate implicit in the lease for any of your lease payment calculations.

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If so, describe the circumstances and how you obtained the inputs to determine the rate implicit in the lease.

We have used the rate implicit in the lease for our lease payment calculations related to an insignificant number of information technology finance leases. The liability balance for these leases totaled approximately $60 million as of December 31, 2018, representing less than 1% of our total lease liability. The inputs needed to determine the rates implicit in these leases were readily determinable from the lease payment schedules and the fair values of the underlying assets as obtained from the lessors’ purchase invoices and/or quotes.

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We also considered the value of the assets at the end of the term; however, there are no residual values for the lessors at lease expiry.

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We note that you have entered into lease agreements related to redevelopment projects at both Los Angeles International Airport and New York-LaGuardia Airport. Please explain to us how you accounted for these projects and lease agreements under ASC 842.

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In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Los Angeles International Airport (“LAX”)

We evaluated the guidance in ASC 842-40-55-5 regarding lessee control of underlying assets during construction when determining our accounting for the LAX redevelopment project.

Based on our assessment, we concluded that we do not control the underlying assets being constructed, and therefore, we do not have the project asset and related obligation recorded on our balance sheet. Our conclusion is supported by an assessment of the indicators in ASC 842, such as we do not legally own both the land and the property improvements.

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Also, we do not have the ability to obtain any partially constructed assets. Furthermore, these assets have an alternative use by the airport authority (the lessor) by leasing the assets to other airlines, and we are not leasing the land for substantially all of the economic life of the property improvements. These indicators demonstrate that we do not control the underlying assets being constructed.

The lease agreement is accounted for in accordance with ASC 842 as disclosed within Note 8, “Leases,” specifically under “Airport Facilities.”

Because our lease payments specific to LAX are variable in nature, like many of our airport facilities, this lease is not recorded on our balance sheet as a right-of-use asset and lease liability.

In future annual filings, we will supplement our disclosure by adding that we have concluded that we do not control the underlying assets for the LAX redevelopment project, and therefore, have not recorded a project asset and related obligation.

New York-LaGuardia Airport

As we are funding the majority of the LaGuardia redevelopment project, we are accounting for the related assets as leasehold improvements. We entered into loan agreements to fund a portion of the construction, which are recorded on our balance sheet as debt with the proceeds reflected as restricted cash, as disclosed in Note 7, “Long-Term Debt.”

Lease payments for LaGuardia are accounted for in accordance with ASC 842 as disclosed within Note 8, “Leases,” specifically under “Airport Facilities.”

The fixed portion of our lease payments are recorded on our balance sheet as a right-of-use asset and lease liability.

our disclosure by adding that the assets being constructed for the LaGuardia redevelopment project are accounted for as leasehold improvements.

We sincerely hope that we have thoroughly addressed your comments on our 2018 Form 10-K filed on February 15, 2019.

We will be pleased to respond promptly to any additional requests for information or material that we may provide in order to facilitate your review.

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You stated in your letter to us dated December 12, 2014 that you derived revenue from flights to and from Sudan and Syria. Sudan and Syria are designated by the State Department as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Your Form 10-K does not include disclosure about contacts with Sudan and Syria.

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Please describe to us the nature and extent of your past, current and anticipated contacts with Sudan and Syria since the referenced letter, whether through codeshare, interline or joint venture agreements, airline alliances or other direct or indirect arrangements. You should describe any services or equipment you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or other contacts you have had with the governments of Sudan and Syria or entities they control.

Overview

As discussed below, Delta’s contacts with Sudan and Syria have been extremely limited since our response letter dated December 12, 2014. Delta does not currently operate any passenger or cargo flights to or from either Sudan or Syria. In addition, Delta has no offices, facilities, equipment, ground services, sales agents or employees in Sudan or Syria. Delta did not provide any equipment or services into either country. Delta had only limited contacts with Sudan and no contacts with Syria during 2014 through the March 2017 quarter (the “referenced period”), as discussed below.

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More specifically, Delta had no contacts, agreements or arrangements with the governments of either Sudan or Syria or entities they control.

Codeshare and Interline Agreements

Delta continues to be a party to “codeshare” and “interline” agreements with many foreign air carriers. Codeshare agreements are common in the air transportation industry and allow carriers to market and sell tickets and/or cargo service on each other’s flights. All of Delta’s codeshare relationships with foreign carriers have been reviewed and approved by the U.S. Department of Transportation and comply with U.S. law. Delta does not have any codeshare agreements with any carriers based in either Sudan or Syria.

Interline agreements are also common in the airline industry. These agreements allow participating carriers to sell a single ticket for travel on multiple carriers, allowing the passenger’s baggage to be transferred seamlessly between connecting flights of each airline. Interline agreements may also provide for cargo shipments between connecting flights of each airline. Delta has entered into interline agreements with 133

U.S. and foreign air carriers but has no interline agreement with any carrier based in Sudan or Syria.

Pursuant to codeshare and interline agreements,

Delta employees or any of the tens of thousands of independent travel agents authorized to issue tickets on behalf of Delta may sell interline tickets issued under Delta’s carrier code (006) (formerly referred to as sales on “Delta ticket stock” when tickets were issued in paper form) for travel that includes flight segments operated by other carriers to or from Sudan or

Syria (excluding Sudanese and Syrian carriers). When these ticket sales under Delta’s carrier code occur, Delta receives a small commission (known as an “interline sales commission” or “ISC”).

Delta lawfully received a de minimis amount of ISC revenue from flights to/from Sudan, but none from flights to/from Syria, as shown in the following table.

Interline Sales Commission Revenue Received by Delta*

2014

2015

2016

3 months ended

Mar. 31, 2017

Sudan

$1,995

$2,830

$1,839

$505

Syria

--

*

Represents ISC revenue received by Delta related to flights on other airlines to or from the country shown from January 1, 2014 through March 31, 2017.

Transatlantic Joint Venture

Delta, Air France, KLM and Alitalia (collectively, the “JV Carriers”) are parties to a joint venture agreement, which provides for the linking of the route networks of the JV Carriers and the sharing of profits and losses on transatlantic routes included within the scope of the joint venture.

None of the JV Carriers operated any flights to or from Sudan or Syria during the referenced period.

Investments

Delta owns minority investments in the following:

• Virgin

Atlantic Limited, the parent company of Virgin Atlantic Airways Limited;

• Grupo

Aeromexico, S.A.B. de C.V., the parent company of Aeromexico;

• GOL

Linhas Aereas Inteligentes, S.A., the parent company of VRG Linhas Aereas (operating as GOL); and

• China

Eastern Airlines Corporation Limited

None of the companies listed above operated flights to or from Sudan or Syria during the referenced period.

No Overflight Payments

Delta did not overfly either Sudan or Syria during the referenced period and therefore made no overflight payments to these governments.

No SkyMiles Program Accounts

Delta has no members of its frequent flyer program, SkyMiles, who have provided an address with a country code of either Sudan or Syria.

Other Information

Delta’s wholly owned subsidiaries, including

Endeavor Air, Inc. and Monroe Energy, LLC, neither operate in, nor have offices, facilities, equipment, ground services, sales agents or employees in, either Sudan or Syria. Delta also has contract carrier agreements with unaffiliated regional carriers, but none of these relationships involves operations in, or flights to and from, Sudan or Syria.

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Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether the contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan and Syria for the last three fiscal years and the

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subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. As you know, various state and municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan or Syria.

Delta’s total revenues for 2014, 2015,

2016 and the first three months of 2017 were $40.4 billion, $40.7 billion, $39.6 billion, and $9.1 billion, respectively.

As discussed in the response to comment 1 above, Delta did not operate flights to or from either Sudan or Syria during the referenced period nor did its subsidiaries or the companies in which Delta holds a minority investment operate in either of the two countries.

The interline sales commission revenue Delta received from flights operated to or from Sudan (on carriers other than Sudanese carriers) did not exceed $3,000 per annum

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in any of the referenced period and did not exceed $2,000 per annum in two of the years in the referenced period. Delta had no revenue related to Syria in any of the years in the referenced period. The interline sales commission revenue shown in the chart in the response to comment no. 1 above was completely immaterial to investors in light of Delta’s total revenues for the referenced period. Delta has no assets or liabilities arising from either Sudan or Syria.

To the knowledge of Delta’s chief financial officer, chief legal officer and corporate secretary, and vice president-investor relations, Delta has not received any comments or questions from investors or securities analysts regarding Delta’s contacts with Sudan or Syria. Likewise, Delta does not believe its immaterial contacts with Sudan will cause it to be a target of groups with divestment or similar initiatives. As a result, Delta believes its immaterial contacts with Sudan do not constitute a factor a reasonable investor would deem important in making an investment decision.

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We note that in your calculation of ROIC and Adjusted net debt that you utilize an assumption of seven times the amount of aircraft rent for the last twelve months. Please clarify the basis for the assumption and tell us how it compares to your contractual lease terms.

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If it is significantly different, please clarify why it would be meaningful to an investor if it does not depict a realistic picture of your facts and circumstances. Our comment also applies to Adjusted net debt disclosed in your Form 8-K furnished on January 12, 2017.

Delta utilizes an assumption of seven times the amount of aircraft rent for the last twelve months in its calculations of ROIC and adjusted net debt to enable investors to better compare its financial performance, use of capital and indebtedness to the airline industry and other high-quality industrial companies. It is common for both investors and credit rating agencies to use a multiple of rent expense incurred for aircraft under operating leases to estimate the debt an airline would record if its aircraft leases met the capital lease criteria or the aircraft were owned.

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(Similar multiples are used in other industries for the operating leases pertinent to their operations.) Using a multiple of rent expense provides a meaningful comparison to other companies who have different debt structures and fleet financing arrangements.

Delta has applied the seven times multiple consistently since it began presenting these metrics. The assumption is a reasonable approximation of the average remaining term of the aircraft operating leases as well as the present value of the future payments. As of December 31, 2016, Delta operated 832 aircraft with 127 aircraft under operating leases, representing 15% of the fleet. Over the last three years, the average remaining term for aircraft under operating leases ranged from 8-10 years. At December 31, 2016, the present value of Delta’s future minimum aircraft lease payments discounted by the company’s incremental borrowing rate was $2.2 billion. For comparison, the adjustment amount calculated using seven times aircraft rent within adjusted net debt in Delta’s 2016 Form 10-K was $2.0 billion. The $200 million difference between the two estimated amounts is not quantitatively or qualitatively material in the calculation of the $6.1 billion adjusted net debt balance. In the calculation of ROIC, Delta used the seven times aircraft rent assumption to approximate interest expense on the lease obligation. By using the present value of lease payments of $2.2 billion, the calculation derives an interest expense amount that is consistent with the adjustment within the ROIC metric. Delta believes the assumption of seven times aircraft rent is a realistic depiction to adjust both metrics, it is consistently applied and it is well understood by the users of Delta’s financial statements.

We sincerely hope that we have thoroughly addressed your comments on our 2016 Form 10-K filed February 13, 2017 and Form 8-K filed January 12, 2017.

We will be pleased to respond promptly to any additional requests for information or material that we may provide in order to facilitate your review. If you have any questions, please contact me at 404-715-3356 or craig.meynard@delta.com.

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