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Item 9A. Controls and Procedures

2023-02-10 compared with 2022-02-11 · 43 added, 42 removed, 221 unchanged (28% of the section changed)

15 unchanged sentences

Delta Air Lines, Inc.

2021 Form 10-K 111

| 2022 10-K 103

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, 2022, 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, 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.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2022 consolidated financial statements of the Company and our report dated February 10, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

17 unchanged sentences

Delta Air Lines, Inc.

2021 Form 10-K 112

| 2022 10-K 104

OTHER INFORMATION

2 unchanged sentences

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," 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.

Information required by this item is set forth under the headings "Governance - Board Matters" and "Proposal 1 - Election of Directors" in our Proxy Statement to be filed with the Commission related to our 2023 Annual Meeting of Stockholders ("Proxy Statement"), and is incorporated by reference.

Certain information regarding Delta's executive officers is contained in Part I of this Form 10-K under the heading "Information About Our Executive Officers."

EXECUTIVE COMPENSATION

23 unchanged sentences

Delta Air Lines, Inc.

2021 Form 10-K 113

| 2022 10-K 105

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

18 unchanged sentences

3.1 (b) Amendment to Amended and Restated Certificate of Incorporation (Filed as Exhibit 3.1 to Delta's Current Report on Form 8-K as filed on June 27, 2014).*

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).*

3.2 Delta's Bylaws (Filed as Exhibit 3.1 to Delta's Current Report on Form 8-K as filed on December 9, 2022).*

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).*

1 unchanged sentence

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 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(a) Credit Agreement, dated as of April 19, 2018, among Delta Air Lines, Inc., as borrower, the lenders party thereto and JPMorgan 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, 2020).*

1 to Credit Agreement, dated as of June 29, 2020, among Delta Air Lines, Inc., the lenders party thereto, and JPMorgan 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

| 2022 10-K 106

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).*

2 to Credit Agreement, dated as of November 17, 2021, among Delta Air Lines, Inc., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto (Filed as Exhibit 10.1(c) to Delta's Annual Report on Form 10-K for the year ended December 31, 2021).*

10.1(d) Amendment No.

3 to Credit Agreement, dated as of November 18, 2022, among Delta Air Lines, Inc., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto (Filed as Exhibit 10.1 to Delta's Current Report on Form 8-K as filed on November 21, 2022).*

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 JPMorgan 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 JPMorgan 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).*

2 to 364-Day Term Loan Credit Agreement, dated as of June 29, 2020, among Delta Air Lines, Inc., the lenders party thereto, and JPMorgan 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(a) Payroll Support Program Agreement, dated as of April 20, 2020, between Delta Air Lines, Inc.

2 unchanged sentences

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).*

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

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

6 unchanged sentences

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).*

10.6 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.

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).*

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

10.6(b) First Amendment to Term Loan Credit and Guaranty date d as of December 4, 2022 among Sky Miles IP Ltd., Delta Air Lines, Inc.

and Barclays Bank PLC, as administrative ag ent .

Delta Air Lines, Inc.

| 2022 10-K 107

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

(Filed as Exhibit 10.4 to Delta's Annual Report on Form 10-K for the year ended December 31, 2010).*

10.7(b) Sixth Supplement to Anchor Tenant Agreement date d as of April 8, 202 2 between J FK International Air Term inal LLC and Delta Air Lines, Inc.

(Filed as Ex hibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022).*

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.

3 unchanged sentences

and Delta Air Lines, Inc.

(“Amendment No.

( " A mendment No.

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

28 unchanged sentences

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

Delta Air Lines, Inc.

| 2022 10-K 108

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

8 unchanged sentences

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.

and Delta Air Lines, Inc.

(Filed as Exhibit 10.1 to Delta Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).*/**

10.11 Purchase Agreement Number PA-04696, dated July 18, 2022, between The Boeing Company and Delta Air Lines, Inc.

relating to Boeing Model 737-10 Aircraft (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022).*/**

10.12 Delta Air Lines, Inc.

4 unchanged sentences

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.

2019 Long-Term Incentive Program (Filed as Exhibit 10.16 to Delta’s Annual Report on Form 10-K for the year ended December 31, 2018).*

10.15(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 Description of Certain Benefits of Members of the Board of Directors and Executive Officers (Filed as Exhibit 10.14 to Delta's Annual Report on Form 10-K for the year ended December 31, 2021).*

10.15(a) Delta Air Lines, Inc.

3 unchanged sentences

10.16 Delta Air Lines, Inc.

Management Incentive Plan (Filed as Exhibit 10.

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

Management Incentive Plan (Filed as Exhibit 10.21 to Delta’s Annual Report on Form 10-K for the year ended December 31, 2020).*

10.17 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).*

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

2022 Long-Term Incentive Program (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).*

10.19 Delta Air Lines, Inc.

2 unchanged sentences

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 ).*

10.21 Terms of 2022 Restricted Stock Awards for Non-Employee Directors (Filed as Exhibit 10.2 to Delta’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022).*

21.1 Subsidiaries of the Registrant.

2 unchanged sentences

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

Delta Air Lines, Inc.

| 2022 10-K 109

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.

10 unchanged sentences

Delta Air Lines, Inc.

2021 Form 10-K 118

| 2022 10-K 110

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 10th day of February, 2023.

3 unchanged sentences

Delta Air Lines, Inc.

2021 Form 10-K 119

| 2022 10-K 111

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the 10th day of February, 2023 by the following persons on behalf of the registrant and in the capacities indicated.

11 unchanged sentences

Chairman of the Board

/s/ Ashton B.

/s/ Greg Creed

DeWalt Director

/s/ William H.

/s/ Leslie D.

/s/ Christopher A.

5 unchanged sentences

Delta Air Lines, Inc.

2021 Form 10-K 120

| 2022 10-K 112

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