The Foreign Corrupt Practices Act (FCPA) ________________________

1. The Foreign Corrupt Practices Act (FCPA) ________________________ John Parkerson, General Attorney Law Department

2. Foreign Corrupt Practices Act___________________________ Antibribery Provisions • Prohibits offers or giving anything of value to foreign government officials to obtain or retain business or secure an improper advantage Recordkeeping Provisions • Requires that company records be kept in reasonable detail to accurately reflect transactions

3. Antibribery Provisions____________________________ • making an offer, payment, promise or authorization of payment of money or anything of value • to a foreign official, political party or candidateor to a third person while knowing part of the money or thing of value will be transmitted to a foreign official • to influence the foreign official in order to obtain or retain business or to secure any improper advantage Delta, its officers, directors, employees, and others working for Delta, no matter where located, are prohibited from:

4. Who is covered?___________________________ • Delta • Delta Officers & Directors • Delta Employees • Delta Agents (including GSAs and consultants) For acts in furtherance of a corrupt payment occurring anywhere in the world

5. What Acts are Prohibited?___________________________ • Offers, payments or authorization of payments of: • Money or • Anythingof value including: • free flights or upgrades, gifts, unusual discounts, etc. • Any act in furtherance of improper payments, including: • telephone calls, faxes, e-mail messages, etc. to arrange for payments to be made Note: Payments need not be received to be in violation of the FCPA.

6. Further Prohibited Acts_____________________________ Third Parties (Agents) Delta is responsible for corrupt offers, payments, or authorization of payments made by third parties • such as a GSA, consultant or alliance partner • if Delta or its employee knew or should have known • that the third party intended to make an improper payment.

7. What Officials are Covered?___________________________ • Foreign Government Officials • Officers/employees of foreign governments • Employees of government-controlled companies, such as national airlines or public airports • Employees of public international organizations, such as the International Civil Aviation Organization • Any person acting in an official capacity for or on behalf of any such a government or agency • Foreign Political Parties • Candidates for Foreign Political Office

8. What Constitutes an Improper Motive?___________________________ • Offer, promise or payment for the purpose of: • Influencing any act in the foreign official’s “official capacity” • Inducing the official to act in violation of a duty, or to “look the other way” • Inducing the official to use his or her influence to affect an act or decision of the foreign government • To obtain or retain business or gain an improper advantage.

9. Examples of Improper Motive_____________________________ • To gain an award of business from the foreign government or private sector • To reduce tax assessments in the foreign country • To obtain a favorable lease agreement • To obtain anything of competitive value that would not have been available otherwise

10. FCPA Recordkeeping Provisions_____________________________ The recordkeeping provisions serve to deter businesses that wish to “hide” improper payments and prevent corporate assets from being used for corrupt purposes.

11. Recordkeeping Provisions__________________________ Delta and its subsidiaries must: • Maintain financial records and accounts in reasonable detail to accurately represent transactions and the status of its assets and liabilities • Develop and maintain a reasonable system of internal accounting controls • Refrain from making false or misleading entries or off-the-book transactions

12. Permits or licenses that Delta is entitled to receive under local laws Processing certain governmental papers such as visas and work orders Mail pick-up and delivery Providing phone service, power and water supply Loading or unloading cargo Protecting perishable products from deterioration Exception to the FCPA Facilitating payments for routine governmental action_____________________________

13. Affirmative Defenses __________________________________ • Payment is lawful under the written laws of the country • Payment is a reasonable and bona fide expenditure, such as travel and lodging expenses, directly related to • Promotion, demonstration or explanation of products or services • Execution or performance of a contract with a foreign government or agency

14. Penalties_____________________________ Criminal Penalties (per violation) • Company: up to $ 2 million in fines • Officer, director, employee, or agent of Company: • up to $100,000 fine or twice the benefit sought and • up to 5 years in prison Civil Penalties(per violation) • Company OR officer, director, employee, or agent: $10,000 Individuals’ fines CANNOT be paid by the Company

15. Anti-Bribery Legislation in Other Countries_____________________________ • OECD members include the majority of industrialized countries of the world, including the U.S. • The OECD Convention requires member countries to pass laws criminalizing bribery of foreign officials • To date, most member countries have enacted anti-bribery laws similar to the FCPA OECD CONVENTION (Organization for Economic Cooperation and Development)

16. Elements of Delta’s FCPA Compliance Program _____________________________ • Due Diligence • Contract Provisions • Monitoring -- Red Flags • Periodic Certification • Bookkeeping Rules • Established Lines for Reporting Violations • Training

17. Compliance Program – Due Diligence_______________________________________ • When hiring consultants or other agents: • Identify qualifications sought for the position • Identify candidates for the position • Collect information regarding the candidates • Review information collected to evaluate and compare candidates • Review local law • Prepare written report documenting due diligence • Request approval of appointment

18. Compliance Program - Contract Provisions_____________________________ • FCPA compliance provisions are mandatory for certain agreements related to Delta’s international business • Delta’s legal department must approve all agreements with • GSAs • Airline affiliates • Consultants with international functions

19. Compliance Program - Red Flags___________________________ When doing business in a foreign country, certain circumstances should alert you that there is an increased risk of an FCPA violation.

20. Red Flags – Examples______________________________ • Rumors regarding unethical conduct by an employee, GSA, consultant or government official • In a transaction, any unusual payment patterns or financial arrangements, including • Requests for payment in a third country • Requests for payment in cash • Consultant refuses to disclose associates or subcontractors who share the commissions or fees • Political contributions are requested

21. Red Flags (Cont’d)_____________________________ • Doing business in a country with history of corruption • Requests for unusually large commissions or other payments, or payments that appear excessive for the service rendered • Agent or representative who is related to, or has close personal relationship with a government official • Agent or representative is recommended by a government official If you discover a red flag, contact the Law Department immediately for further review.

22. Compliance Program - Bookkeeping Rules_____________________________ • No circumvention of controls for: • Internal accounting, expenditures, or purchasing • Sale, barter, transfer or disposition of assets. • No intentional failure to make a correct entry in the accounting system for any disbursement. • No orders, barter agreements, or purchase payments without purchase requisition, contract or other written authorization.

23. Bookkeeping Rules (Cont’d)_____________________________ • No spending cash or issuing a check or draft without approved documentation supporting the reason for the refund or disbursement, including for petty cash funds. • Report any request to participate in an illegal payment or “off-the-book” disbursement to the Law Department.

24. Additional Elements of Delta’s Compliance Program___________________________ • Open lines of communication • Employees encouraged to ask questions • Employees encouraged to report “red flags” including requests for corrupt payments • Availability of Ethics and Compliance HelpLine • Training • Periodic refresher courses • Training for new employees

25. Where to Get Help_____________________________ To get answers to questions or reportsuspected violations or red flags, contact: • Law Department (Sally Hogsette, General Attorney: 404-715-2467) • Delta Ethics & Compliance HelpLine: Outside U.S. - call collect: 770-409-5006 All reports of suspicious activity, red flags and possible violations are confidential.