What changed in this filing

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Item 9A. Controls and Procedures

2021-02-12 compared with 2020-02-13 · 89 added, 43 removed, 159 unchanged (45% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of our disclosure controls and procedures, which have been designed to permit us to record, process, summarize and report, within time periods specified by the SEC's rules and forms, information required to be disclosed.

Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that the controls and procedures were effective as of December 31, 2019 to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Interim Co-Chief Financial Officers, performed an evaluation of our disclosure controls and procedures, which have been designed to permit us to record, process, summarize and report, within time periods specified by the SEC's rules and forms, information required to be disclosed.

Our management, including our Chief Executive Officer and Interim Co-Chief Financial Officers, concluded that the controls and procedures were effective as of December 31, 2020 to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Interim Co-Chief Financial Officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control

9 unchanged sentences

Ernst & Young LLP's report on our internal control over financial reporting is set forth below.

Delta Air Lines, Inc.

2020 Form 10-K 114

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

5 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, and the related consolidated statements of operations, comprehensive income, cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2019, and the related notes and our report dated February 12, 2020 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive (loss)/income, cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 12, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

February 12, 2021

Delta Air Lines, Inc.

2020 Form 10-K 115

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE REGISTRANT

Information required by this item is set forth under the headings "Board Operations," "Proposal 1 - Election of Directors" and "Section 16 Beneficial Ownership Reporting Compliance" in our Proxy Statement to be filed with the Commission related to our 2020 Annual Meeting of Stockholders ("Proxy Statement"), and is incorporated by reference.

Pursuant to instruction 3 to paragraph (b) of Item 401 of Regulation S-K, certain information regarding executive officers is contained in Part I of this Form 10-K.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information required by this item is set forth under the headings "Governance - Board Matters," "Proposal 1 - Election of Directors," "Executive Compensation - Executive Officers" and "Other Information - Delinquent Section 16(a) Reports" in our Proxy Statement to be filed with the Commission related to our 2021 Annual Meeting of Stockholders ("Proxy Statement"), and is incorporated by reference.

EXECUTIVE COMPENSATION

3 unchanged sentences

The following table provides information about the number of shares of common stock that may be issued under Delta's equity compensation plans as of December 31, 2020.

Equity compensation plan information

Plan Category (a) No.

6 unchanged sentences

(1) Includes a maximum of 2,195,026 shares of common stock that may be issued upon the achievement of certain performance conditions under outstanding performance share awards as of December 31, 2020.

Warrants issued to the U.S.

Department of the Treasury under the government support programs discussed in Note 2 of the Notes to the Consolidated Financial Statements are not reflected in this table.

(2) Includes performance share awards, which do not have exercise prices.

The weighted average exercise price of options is $49.57.

The weighted average exercise price of outstanding options at December 31, 2020 was $52.37.

(3) Reflects shares remaining available for issuance under Delta's Performance Compensation Plan.

If any shares of our common stock are covered by an award under the Plan that expires, is canceled, forfeited or otherwise terminates without delivery of shares (including shares surrendered or withheld for payment of taxes related to an award), then such shares will again be available for issuance under the Plan except for (i) any shares tendered in payment of an option, (ii) shares withheld to satisfy any tax withholding obligation with respect to the exercise of an option or stock appreciation right ("SAR") or (iii) shares covered by a stock-settled SAR or other awards that were not issued upon the settlement of the award.

Because 2,590,479 shares of restricted stock remain unvested and subject to forfeiture, these shares could again be available for issuance.

Other information required by this item is set forth under the heading "Beneficial Ownership of Securities" in our Proxy Statement and is incorporated by reference.

If any shares of our common stock are covered by an award under the Plan that expires, is canceled, forfeited or otherwise terminates without delivery of shares (including shares surrendered or withheld for payment of taxes related to an award), then such shares will again be available for issuance under the Plan except for (1) any shares tendered in payment of an option, (2) shares withheld to satisfy any tax withholding obligation with respect to the exercise of an option or stock appreciation right ("SAR") or (3) shares covered by a stock-settled SAR or other awards that were not issued upon the settlement of the award.

Because 2,216,780 shares of restricted stock remained unvested and subject to forfeiture as of December 31, 2020, these shares could again be available for issuance.

Other information required by this item is set forth under the heading "Share Ownership - Beneficial Ownership of Securities" in our Proxy Statement and is incorporated by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this item is set forth under the headings "Board Operations" and "Proposal 1 - Election of Directors" in our Proxy Statement and is incorporated by reference.

Information required by this item is set forth under the headings "Governance - Board Matters" and "Proposal 1 - Election of Directors" in our Proxy Statement and is incorporated by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this item is set forth under the heading "Proposal 3 - Ratification of the Appointment of Independent Auditors" in our Proxy Statement and is incorporated by reference.

Delta Air Lines, Inc.

2020 Form 10-K 116

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

19 unchanged sentences

3.2 Delta's Bylaws (Filed as Exhibit 3.1 to Delta's Current Report on Form 8-K as filed on February 8, 2019).*

4.1 Description of Registra n t's Securities .

4.1 Description of Registrant's Securities.

Delta is not filing any instruments evidencing any indebtedness because the total amount of securities authorized under any single such instrument does not exceed 10% of the total assets of Delta and its subsidiaries on a consolidated basis.

Copies of such instruments will be furnished to the Securities and Exchange Commission upon request.

10.1 Credit Agreement, dated as of April 19, 2018, among Delta Air Lines, Inc., as Borrower and The Lenders and JP Morgan Chase Bank, N.A., as Administrative Agent, Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Inc., Compass Bank, Credit Suisse AG, Cayman Islands Branch, Deutsche Bank Securities Inc., Fifth Third Bank, Goldman Sachs Bank USA, Industrial and Commercial Bank of China Limited, New York Branch, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., PNC Bank, National Association, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation, U.S.

Bank National Association and Wells Fargo Bank, N.A., as Co-Syndication Agents, and JP Morgan Chase Bank, N.A., Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Inc., Compass Bank, Credit Suisse AG, Cayman Islands Branch, Deutsche Bank Securities Inc., Fifth Third Bank, Goldman Sachs Bank USA, Industrial and Commercial Bank of China Limited, New York Branch, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., PNC Capital Markets LLC, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation, U.S.

Bank National Association, Wells Fargo Bank, N.A., Credit Agricole Corporate and Investment Bank and Natixis, New York Branch, as Joint Lead Arrangers and Joint Bookrunners (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018).*

10.1(a) Credit Agreement, dated as of April 19, 2018, among Delta Air Lines, Inc., as b orrower , t he l enders party thereto and JP Morgan Chase Bank, N.A., as a dministrative a gent (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018).*

10.1(b) Amendment No.

1 to Credit Agreement, dated as of June 29, 2020, among Delta Air Lines, Inc., the lenders party thereto , and JP Morgan Chase Bank, N.A., as administrative agent ( Filed as Exhibit 10.

5 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 20 20 ).*

Delta Air Lines, Inc.

2020 Form 10-K 117

10.2(a) 364-Day Term Loan Credit Agreement, dated as of March 17, 2020, among Delta Air Lines, Inc., the l enders party thereto, and JP Morgan Chase Bank, N.A., as administrative agent ( Filed as Exhibit 10.

1 to Delta's Quarterly Report on Form 10-Q for the quarter ended March 31 , 2020).*

10.2(b) Amendment No.

1 to 364-Day Term Loan Credit Agreement, dated as of April 3, 2020, among Delta Air Lines, Inc.

, the lenders party thereto , and JP Morgan Chase Bank, N.A., as administrative agent ( Filed as Exhibit 10.

4(a) to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30 , 2020).*

10.2(c) Amendment No.

2 to 364-Day Term Loan Credit Agreement, dated as of June 29 , 2020, among Delta Air Lines, Inc., the lenders party thereto, and JP Morgan Chase Bank, N.A., as administrative agent ( Filed as Exhibit 10.4( b ) to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).*

10.3 Payroll Support Program Agreement, dated as of April 20, 2020, between Delta Air Lines, Inc.

and the United States Department of the Treasury ( Filed as Exhibit 10.

1 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).*

10.4(a) Warrant Agreement, dated as of April 20, 2020, between Delta Air Lines, Inc.

and the United States Department of the Treasury ( Filed as Exhibit 10.

2 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).*

10.4(b) Form of Warrant to Purchase Common Stock .

10.5 Term Loan Credit Agreement, dated as of April 29 , 2020, among Delta Air Lines, Inc., the lenders party thereto, and Barclays Bank PLC, as administrative agent (Filed as Exhibit 10.1 to Delta’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2020) .

10.6 Term Loan Credit and Guaranty Agreement, dated as of September 23, 2020, among Delta, SMIP, the guarantors party thereto, Barclays Bank PLC, as administrative agent, U.S.

Bank National Association, as collateral administrator, and the lenders party thereto (filed as Exhibit 10.1 to Delta's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 25, 2020)* .

10.7 Payroll Support Program Extension Agreement, dated as of January 15 , 202 1 , between Delta Air Lines, Inc.

and the United States Department of the Treasury .

10.8(a) Warrant Agreement, dated as of January 15, 2021 , between Delta Air Lines, Inc.

and the United States Department of the Treasury .

10.8(b) Form of Warrant to Purchase Common Stock.

10.9 Anchor Tenant Agreement dated as of December 9, 2010 between JFK International Air Terminal LLC and Delta Air Lines, Inc.

10 unchanged sentences

3 (Filed as Exhibit 10.2(b) to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017).*/**

Delta Air Lines, Inc.

2020 Form 10-K 118

10.11(d) Amendment No.

5 unchanged sentences

8 (Filed as Exhibit 10.7(e) to Delta’s Annual Report on Form 10-K for the year ended December 31, 2018).*/**

10.5(a) Airbus A321 Aircraft and A330 Aircraft Purchase Agreement dated as of September 3, 2013 between Airbus S.A.S.

and Delta Air Lines, Inc., as amended through April 29, 2016 (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).*/**

10.5(b) Amendment No.

9, dated May 10, 2017, to Airbus A321 Aircraft and A330 Aircraft Purchase Agreement dated as of September 3, 2013 between Airbus S.A.S.

and Delta Air Lines, Inc.

(“Amendment No.

9”) (Filed as Exhibit 10.1(a) to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017).*/**

10.5(c) Letter Agreements, dated May 10, 2017, relating to Amendment No.

9 (Filed as Exhibit 10.1(b) to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017).*/**

10.6 Airbus A321neo Aircraft Purchase Agreement dated as of December 15, 2017 between Airbus S.A.S.

10.11(f) Amendment No 11, dated as of July 30, 2020 to Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement, dated as of November 24, 2014 between Delta and Airbus S.A.S.

(Filed as Exhibit 10.1(a) to Delta's Q uarterly Report on Form 10-Q for the quarter ended September 30, 20 20 ).*/**

10.11(g) Amended and Restated Letter Agreement No.

1, dated as of July 30, 2020, relating to Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement dated as of November 24, 2014 (Filed as Exhibit 10.1( b ) to Delta's Q uarterly Report on Form 10-Q for the quarter ended September 30, 2020).*/**

10.11(h) Amended and Restated Letter Agreement No.

4, dated as of July 30, 2020, relating to Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement dated as of November 24, 2014** (Filed as Exhibit 10.1( c ) to Delta's Q uarterly Report on Form 10-Q for the quarter ended September 30, 2020).*/**

10.12(a) Airbus A321neo Aircraft Purchase Agreement dated as of December 15, 2017 between Airbus S.A.S.

and Delta Air Lines, Inc.

(Filed as Exhibit 10.10 to Delta’s Annual Report on Form 10-K for the year ended December 31, 2017).*/**

10.12(b) Amendment No.

2, dated as of July 30, 2020 to Airbus A321neo Aircraft Purchase Agreement, dated as of December 15, 2017 between Delta and Airbus S.A.S.

(Filed as Exhibit 10.

2 (a) to Delta's Q u arterly Report on Form 10-Q for the quarter ended September 30, 2020).*/**

10.12(c) Amended and Restated Letter Agreement No.

3 , dated as of July 30, 2020, relating to Airbus A321neo Aircraft Purchase Agreement, dated as of December 15, 2017 between Delta and Airbus S.A.S.

(Filed as Exhibit 10.2( b ) to Delta's Q uarterly Report on Form 10-Q for the quarter ended September 30, 2020).*/**

10.13 Framework Agreement, dated as of September 26, 2019, by and between LATAM Airlines Group S.A.

3 unchanged sentences

Performance Compensation Plan (Filed as Exhibit 10.2 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).*

10.9 Delta Air Lines, Inc.

10.15(a) Delta Air Lines, Inc.

Officer and Director Severance Plan, as amended and restated as of June 1, 2016 (Filed as Exhibit 10.3 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).*

10.10 Description of Certain Benefits of Members of the Board of Directors and Executive Officers (Filed as Exhibit 10.11 to Delta's Annual Report on Form 10-K for the year ended December 31, 2016).*

10.15(b) Amendment to Delta Air Lines, Inc.

Officer and Direc tor Severance Plan, as amended and restated as of June 1, 2016.

10.16 Description of Certain Benefits of Members of the Board of Directors and Executive Officers (Filed as Exhibit 10.

3 to Delta's Quarterly Report on Form 10- Q for the quarter ended Mar ch 31, 20 20 ).*

10.17(a) Delta Air Lines, Inc.

2018 Long-Term Incentive Program (Filed as Exhibit 10.17 to Delta’s Annual Report on Form 10-K for the year ended December 31, 2017).*

10.11(b) First Amendment to the Delta Air Lines, Inc.

2017 Long-Term Incentive Program (Filed as Exhibit 10.3 to Delta’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017).*

10.11(c) Second Amendment to the Delta Air Lines, Inc.

2017 Long-Term Incentive Program (Filed as Exhibit 10.16(c) to Delta’s Annual Report on Form 10-K for the year ended December 31, 2017).*

10.11(d) Model Award Agreement for the Delta Air Lines, Inc.

10.17(b) Model Award Agreement for the Delta Air Lines, Inc.

2018 Long-Term Incentive Program (Filed as Exhibit 10.1 to Delta’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018).*

3 unchanged sentences

2019 Long-Term Incentive Program (Filed as Exhibit 10.1 to Delta’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).*

Delta Air Lines, Inc.

2020 Form 10-K 119

10.19(a) Delta Air Lines, Inc.

1 unchanged sentence

10.19(b) Model Award Agreement for the Delta Air Lines, Inc.

2019 Long-Term Incentive Program (Filed as Exhibit 10.1 to Delta’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).*

10.14 Delta Air Lines, Inc.

2020 Long-Term Incentive Program.

20 20 Long-Term Incentive Program (Filed as Exhibit 10.

2 to Delta’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20 20 ).*

10.20 Delta Air Lines, Inc.

4 unchanged sentences

Restoration Long Term Disability Plan (Filed as Exhibit 10.24 to Delta's Annual Report on Form 10-K for the year ended December 31, 2011).*

10.18 Terms of 2019 Restricted Stock Award for Non-Employee Directors (filed as Ex h i bit 10.1 to Delta’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).*

10.23 Terms of 20 20 Restricted Stock Award s for Non-Employee Directors (filed as Exhibit 10.

6 to Delta’s Quarterly Report on Form 10-Q for the quarter ended June 30, 20 20 ).*

21.1 Subsidiaries of the Registrant.

1 unchanged sentence

31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

31.2 Rule 13a-14(a)/15d-14(a) Certification of Inter i m Co- Chief Financial Officer.

31.3 Rule 13a-14(a)/15d-14(a) Certification of Interim Co-Chief Financial Officer.

32 Certification pursuant to 18 U.S.C.

6 unchanged sentences

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

104 The cover page from this Annual Report on Form 10-K for the year ended December 31, 2019 formatted in Inline XBRL

104 The cover page from this Annual Report on Form 10-K for the year ended December 31, 2020 formatted in Inline XBRL (included in Exhibit 101)

* Incorporated by reference.

2 unchanged sentences

Not applicable.

Delta Air Lines, Inc.

2020 Form 10-K 120

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 12th day of February, 2021.

2 unchanged sentences

Chief Executive Officer

Delta Air Lines, Inc.

2020 Form 10-K 121

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the 12th day of February, 2021 by the following persons on behalf of the registrant and in the capacities indicated.

3 unchanged sentences

(Principal Executive Officer)

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ William C.

Senior Vice President - Finance and Controller

(Principal Accounting Officer)

Carroll Interim Co-Chief Financial Officer and Senior Vice President - Finance and Controller (Co-Principal Financial Officer and Principal Accounting Officer)

/s/ Garrett L.

Chase Interim Co-Chief Financial Officer and Senior Vice President - Business Development and Financial Planning (Co-Principal Financial Officer)

/s/ Francis S.

Chairman of the Board

/s/ Daniel A.

/s/ Ashton B.

7 unchanged sentences

/s/ Sergio A.L.

Delta Air Lines, Inc.

2020 Form 10-K 122

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures