What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-12 compared with 2023-02-10 · 34 added, 49 removed, 215 unchanged (28% of the section changed)

15 unchanged sentences

Delta Air Lines, Inc.

| 2022 10-K 103

| 2023 Form 10-K 98

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Delta Air Lines, Inc.

To the Stockholders and Board of Directors of Delta Air Lines, Inc.

Opinion on Internal Control Over Financial Reporting

12 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitation of Internal Control Over Financial Reporting

Definition and Limitations of Internal Control Over Financial Reporting

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.

4 unchanged sentences

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.

Atlanta, Georgia /s/ Ernst & Young LLP

/s/ Ernst & Young LLP

Atlanta, Georgia

February 12, 2024

Delta Air Lines, Inc.

| 2022 10-K 104

| 2023 Form 10-K 99

OTHER INFORMATION

17 unchanged sentences

Total 9,506,385 $ 32.72 13,238,608

(1) Includes a maximum of 1,971,835 shares of common stock that may be issued upon the achievement of certain performance conditions under outstanding performance share awards as of December 31, 2022.

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

(1) Includes a maximum of 3,337,350 shares of common stock that may be issued upon the achievement of certain performance conditions under outstanding performance-based restricted share awards as of December 31, 2023.

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

The weighted average exercise price of outstanding options at December 31, 2023 was $50.42.

2 unchanged sentences

Because 4,166,569 shares of restricted stock remained unvested and subject to forfeiture as of December 31, 2023, 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.

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

3 unchanged sentences

Delta Air Lines, Inc.

| 2022 10-K 105

| 2023 Form 10-K 100

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

3 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

16 unchanged sentences

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 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 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.

| 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 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 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 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).*

10.1 Amended and Restated Credit Agreement, dated as of November 6, 2023, amo ng Delta Air Lines, Inc.

, as borrower, the lenders party thereto and JPMorgan Chase Bank , N.A., as administrative agent.

10.2(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).*

Delta Air Lines, Inc.

| 2023 Form 10-K 101

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

12 unchanged sentences

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).*

10.6(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

10.5(b) First Amendment to Term Loan Credit and Guaranty dated as of December 4, 2022 among SkyMiles IP Ltd., Delta Air Lines, Inc.

and Barclays Bank PLC, as administrative agent (Filed as Exhibit 10.6(b) to Delta's Annual Report on form 10-K for the year ended December 31, 2022) .

10.6(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).*

10.6(b) Sixth Supplement to Anchor Tenant Agreement dated as of April 8, 2022 between JFK International Air Terminal LLC and Delta Air Lines, Inc.

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

10.7 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).*

4 unchanged sentences

and Delta Air Lines, Inc.

( " A mendment No.

( " Amendment No.

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

1 unchanged sentence

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.

| 2023 Form 10-K 102

10.8(d) Amendment No.

25 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

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

16 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).*

Delta Air Lines, Inc.

| 2023 Form 10-K 103

10.13 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.

2020 Long-Term Incentive Program (Filed as Exhibit 10.14 to Delta’s Annual Report on Form 10-K for the year ended December 31, 2019).*

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

2020 Long-Term Incentive Program (Filed as Exhibit 10.2 to Delta’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).*

10.14 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 (As Amended and Restated December 1, 2023).

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

2 unchanged sentences

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).*

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

2023 Long-Term Incentive Program (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023) .

10.18 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).*

10.20 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).*

10.19 Terms of 202 3 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, 202 3 ).*

3 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.

97 D elta Air Lines, Inc.

Executive Officer Clawback Policy .

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.

| 2022 10-K 110

| 2023 Form 10-K 104

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, 2024.

3 unchanged sentences

Delta Air Lines, Inc.

| 2022 10-K 111

| 2023 Form 10-K 105

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the 12th day of February, 2024 by the following persons on behalf of the registrant and in the capacities indicated.

9 unchanged sentences

(Principal Accounting Officer)

/s/ Francis S.

Chairman of the Board

/s/ Greg Creed

6 unchanged sentences

/s/ Jeanne P.

/s/ George N.

/s/ Vasant M.

/s/ Sergio A.L.

Chairman of the Board

Delta Air Lines, Inc.

| 2022 10-K 112

| 2023 Form 10-K 106

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