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Item 9A. Controls and Procedures

2025-02-11 compared with 2024-02-12 · 54 added, 32 removed, 217 unchanged (28% of the section changed)

17 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

Opinion on Internal Control Over Financial Reporting

28 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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 2024 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 "Other Information - Delinquent Section 16(a) Reports" in our Proxy Statement to be filed with the Commission related to our 2025 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."

12 unchanged sentences

Total 10,774,202 $ 22.35 9,053,334

(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.

(1) Includes a maximum of 5,998,521 shares of common stock that may be issued upon the achievement of certain performance conditions under outstanding performance restricted share awards as of December 31, 2024.

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

The weighted average exercise price of outstanding options at December 31, 2024 was $50.41.

12 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets—December 31, 2023 and 2022

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022

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

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.

10.1 Amended and Restated Credit Agreement, dated as of November 6, 2023, among Delta Air Lines, Inc., as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (Fi led as Exhibit 10.1 to Delta's Annual Report on Form 10-K for the year ended December 31, 2023 ) .

10.2(a) Payroll Support Program Agreement, dated as of April 20, 2020, between Delta Air Lines, Inc.

9 unchanged sentences

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).*

10.3(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).*

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).*

10.4(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).*

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

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).*

10.5(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.

10.5(a) Term Loan Credit and Guaranty Agreement, dated as of September 23, 2020, among Delta Air Lines, Inc.

, 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).

7 unchanged sentences

10.8(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.

(Filed as Exhibit 10.9 to Delta's Annual Report on Form 10-K for the year ended December 31, 2014).*/**

10.8(b) Amendment No.

2 unchanged sentences

("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).*/**

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

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.

2 unchanged sentences

("Amendment No.

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

10.8(e) Letter Agreements, dated as of October 30, 2018, relating to Amendment No.

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

10.8(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.

Delta Air Lines, Inc.

| 2024 Form 10-K

10.8(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 Airbus S.A.S.

and Delta Air Lines, Inc.

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

3 unchanged sentences

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).*/**

10.8(i) Amendment No.

18 dated as of January 11, 2024, to Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement, dated as of November 24, 2014, between Airbus S.A.S.

and Delta Air Lines, Inc.

("Amendment No.

18") (Filed as Exhibit 10.2(a) to Delta's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).*/**

10.8(j) Letter Agreements, dated as of January 11, 2024, relating to Amendment No.

18 (Filed as Exhibit 10.2(b) to Delta's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).*/**

10.9(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).*/**

10.9(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.

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

and Delta Air Lines, Inc.

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

10.9(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.

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

and Delta Air Lines, Inc.

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

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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).*/**

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

10.10(a) 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).*/**

10.10(b) Supplemental Agreement No.

3, dated September 18, 2024, to 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 ("Supplemental Agreement No.

3") (Filed as Exhibit 10.2(a) to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024).*/**

10.10(c) Letter Agreements, dated September 18, 2024, relating to Supplemental Agreement No.

3 (Filed as Exhibit 10.2(b) to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024).*/**

10.11 Delta Air Lines, Inc.

2 unchanged sentences

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).*

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

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.

| 2024 Form 10-K

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).*

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

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).*

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

2 to Delta's Quarterly Report on Form 10- Q for the quarter ended June 30, 2024 ).*

10.14 Delta Air Lines, Inc.

Management Incentive Plan (As Amended and Restated December 1, 2023).

(Filed as Exhibit 10.14 to Delta's Annual Report on Form 10-K for the year ended December 31, 2023).*

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

1 unchanged sentence

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

2023 Long-Term Incentive Program .

10.17 M odel Award Agreement for the Delta Air Lines, Inc.

2024 Long-Term Incentive Program (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).*

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).*

10.19 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 ).*

10.19 Terms of 202 4 Restricted Stock Awards for Non-Employee Directors (Filed as Exhibit 10.

1 to Delta’s Quarterly Report on Form 10-Q for the quarter ended June 30, 202 4 ).*

10.20 S eparation Agreement and General Release, dated August 22, 2024, by and between Delta Air Lines , Inc.

and Michael Spanos (Fi led as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024).*

19.1 Delta Air Lines, Inc.

Insider Trading Policy.

21.1 Subsidiaries of the Registrant.

4 unchanged sentences

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

97 D elta Air Lines, Inc.

Executive Officer Clawback Policy .

97 Delta Air Lines, Inc.

Executive Officer Clawback Policy (Filed as Exhibit 97 to Delt a's Annual Report on Form 10-K for the year ended December 31, 2023 ) .

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.

7 unchanged sentences

** Portions of this exhibit have been omitted as confidential information.

Delta Air Lines, Inc.

| 2024 Form 10-K

FORM 10-K SUMMARY

19 unchanged sentences

(Principal Accounting Officer)

/s/ Christophe Beck Director

Christophe Beck

/s/ Maria Black Director

/s/ Willie CW Chiang

Willie CW Chiang

/s/ Greg Creed

DeWalt Director

/s/ William H.

/s/ Leslie D.

2 unchanged sentences

/s/ Michael P.

/s/ Jeanne P.

/s/ Vasant M.

4 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