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Item 9A. Controls and Procedures

2022-02-11 compared with 2021-02-12 · 70 added, 55 removed, 193 unchanged (39% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

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.

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, 2021 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.

Changes in Internal Control

18 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, 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, 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.

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, 2021 and 2020, and the related consolidated statements of operations, comprehensive income/(loss), cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 11, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

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OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

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.

Information required by this item is set forth under the headings "Governance - Board Matters," "Proposal 1 - Election of Directors," and "Executive Compensation - Executive Officers" in our Proxy Statement to be filed with the Commission related to our 2022 Annual Meeting of Stockholders ("Proxy Statement"), and is incorporated by reference.

EXECUTIVE COMPENSATION

12 unchanged sentences

(1) Includes a maximum of 1,543,006 shares of common stock that may be issued upon the achievement of certain performance conditions under outstanding performance share awards as of December 31, 2021.

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.

15 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018

Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019

13 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 Registrant's Securities.

4.1 Description of Registrant's Securities (Filed as Exhibit 4.1 to Delta's Annual Report on Form 10-K for the year ended December 31, 2020).*

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(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(a) Credit Agreement, dated as of April 19, 2018, among Delta Air Lines, Inc., as borrower, the lenders 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 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 ).*

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, 2020).*

Delta Air Lines, Inc.

2021 Form 10-K 114

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).*

10.1(c) Amendment No.

2 to Credit Agreement, dated as of November 17, 2021, among Delta Air Lines, Inc., JPMorgan Chase Bank, N.A., as administrative agent and collatera l agent, an d the lenders party t hereto.

10.2(a) 364-Day Term Loan Credit Agreement, dated as of March 17, 2020, among Delta Air Lines, Inc., the lenders 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).*

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.

10.3(a) 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).*

10.3(b) 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).*

10.3(c) Form of Warrant to Purchase Common Stock (Filed as Exhibit 10.4(b) t o Delta's Annual Report on Form 10-K for the year en ded December 31, 2020).*

10.4(a) Payroll Support Program Extension Agreement, dated as of January 15, 2021, between Delta Air Lines, Inc.

and the United States Department of the Treasury (Filed as Exhibit 10.7 to Delta's Annual Report on Form 10-K for the year ended December 31, 2020).*

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

and the United States Department of the Treasury (Filed as Exhibit 10.8(a) to Delta's Annual Report on Form 10-K for the year ended December 31, 2020).*

10.4(c) Form of Warrant to Purchase Common Stock (Filed as Exhibit 10.8(b) to Delta's Annual Report on Form 10-K for the year ended December 31, 2020).*

10.5(a) Payroll Support Program 3 Agreement, dated as of April 23, 2021, 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, 2021).*

10.5(b) Warrant Agreement, dated as of April 23, 2021, between Delta Air Lines, Inc.

and the United States Department of the Treasury (including Form of Warrant to Purchase Common Stock) (Filed as Exhibit 10.

2 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).*

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.

10.6 Term Loan Credit and Guaranty Agreement, dated as of September 23, 2020, among Delta, SkyMiles IP Ltd.

, 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.

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

1 unchanged sentence

10.8 Amended and Restated Agreement of Lease by and between The Port Authority of New York and New Jersey and Delta Air Lines, Inc., dated as of September 13, 2017 (Filed as Exhibit 10.1 to Delta’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).*

Delta Air Lines, Inc.

2021 Form 10-K 115

10.9(a) Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement dated as of November 24, 2014 between Airbus S.A.S and Delta Air Lines, Inc.

7 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

10.9(d) Amendment No.

6 unchanged sentences

10.9(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 ).*/**

(Filed as Exhibit 10.1(a) to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).*/**

10.9(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).*/**

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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).*/**

10.9(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).*/**

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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).*/**

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

3 unchanged sentences

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).*/**

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

10.10(c) Amended and Restated Letter Agreement No.

1 unchanged sentence

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

10.10(d) Amendment No.

3, dated April 22, 2021, to Airbus A321neo Aircraft Purchase Agreement, dated as of December 15, 2017, between Airbus S.A.S.

and Delta Air Lines, Inc.

(“Amendment No.

3”) (Filed as Exhibit 10.3(a) to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).*/**

10.10(e) Amended and Restated Letter Agreements related to Amendment No.

3, dated April 22, 2021 (Filed as Exhibit 10.3(b) to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).*/**

10.10(f) Amendment No.

4, dated August 20, 2021, to Airbus A321neo Aircraft Purchase Agreement, dated as of December 15, 2017, between Airbus S.A.S.

and Delta Air Lines, Inc.

(“Amendment No.

4”) (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021).*/**

10.10(g) Amended and Restated Letter Agreements No.

3 related to Amendment No.

4, dated August 20, 2021 (Filed as Exhibit 10.2 to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021).*/**

Delta Air Lines, Inc.

2021 Form 10-K 116

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

6 unchanged sentences

10.13(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 ).*

Officer and Director Severance Plan, as amended and restated as of June 1, 2016 (Filed as Exhibit 10.15(b) to Delta's Annual Report on Form 10-K for the year ended December 31, 2020).*

10.14 Description of Certain Benefits of Members of the Board of Directors and Executive Officers .

10.15(a) Delta Air Lines, Inc.

7 unchanged sentences

10.17 Delta Air Lines, Inc.

2020 Form 10-K 119

10.19(a) Delta Air Lines, Inc.

2020 Long-Term Incentive Program (Filed as Exhibit 10.1 4 to Delta’s Annual Report on Form 10-K for the year ended December 31, 2019).*

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

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.

20 20 Management Incentive Plan (Filed as Exhibit 10.1 6 to Delta’s Annual Report on Form 10-K for the year ended December 31, 201 9 ).*

10.21 Delta Air Lines, Inc.

Management Incentive Plan.

Management Incentive Plan (Filed as Exhibit 10.

21 to Delta’s Annual Report on Form 10-K for the year ended December 31, 2020 ).*

10.18 Model Award Agreement for the Delta Air Lines, Inc.

2021 Long-Term Incentive Program (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).*

10.19 Delta Air Lines, Inc.

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).*

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

10.20 Offer letter, dated as of May 14, 2021, between Delta Air Lines, Inc.

and Dan Janki (including addendum) (Filed as Exhibit 10.4 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).*

10.21 Terms of 2021 Restricted Stock Awards for Non-Employee Directors ( Filed as Exhibit 10.

5 to Delta’s Quarterly Report on Form 10-Q for the quarter ended June 30, 202 1 ).*

2 unchanged sentences

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 Inter i m Co- Chief Financial Officer.

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

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

32 Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002.

Delta Air Lines, Inc.

2021 Form 10-K 117

101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

22 unchanged sentences

(Principal Executive Officer)

/s/ Daniel C.

Janki Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ William C.

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)

Carroll Senior Vice President - Controller

(Principal Accounting Officer)

/s/ Francis S.

12 unchanged sentences

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