Delta Airlines 2006 Annual Report Download - page 51

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2006 using the criteria
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on that
evaluation, management believes that our internal control over financial reporting was effective as of December 31, 2006.
Management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2006 has been audited by Ernst &
Young LLP, an independent registered public accounting firm, which also audited our Consolidated Financial Statements for the year ended December 31,
2006. Ernst & Young LLP’s report on management’s assessment of internal control over financial reporting is set forth below.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareowners of
Delta Air Lines, Inc. (Debtor-in-Possession)
We have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting,
that Delta Air Lines, Inc. (Debtor-in-Possession) (the “Company”) maintained effective internal control over financial reporting as of December 31, 2006,
based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the
effectiveness of the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and
evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that Delta Air Lines, Inc. (Debtor-in-Possession)maintained effective internal control over financial reporting
as of December 31, 2006, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Delta Air Lines, Inc. (Debtor-in-
Possession)maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance
sheet of Delta Air Lines, Inc. (Debtor-in-Possession) as of December 31, 2006, and the related consolidated statements of operations, shareowners’ deficit,
and cash flows in the year ended December 31, 2006. Our report dated March 1, 2007 expressed an unqualified opinion thereon and included explanatory
paragraphs related to (i) the Company’s ability to continue as a going concern and (ii) changes in accounting for postretirement benefit plans and share-based
compensation.
/s/ Ernst & Young LLP
Atlanta, Georgia
March 1, 2007
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