Delta Air Lines (DAL) 10-K risk factor changes: FY2021 vs FY2020

Terrorist attacks, geopolitical conflict or security events, or the fear or threat of any of these events, even if not made directly on or involving the airline industry, could have [added: a] significant negative impact on us by discouraging passengers from flying, leading to decreased ticket sales and increased refunds.

The global airline industry is highly competitive and, if we cannot successfully compete in the marketplace, our business, financial condition and results [removed: from] [added: of] operations will be materially adversely affected.

Consolidation in the airline industry, changes in international alliances, the creation of immunized joint ventures and the rise of subsidized [removed: government sponsored] [added: government-sponsored] international carriers have altered and will continue to alter the competitive landscape in the industry, resulting in the formation of airlines and alliances with increased financial resources, more extensive global networks and competitive cost structures.

Our domestic operations are subject to [added: significant] competition from traditional network carriers, including American Airlines and United Airlines, national point-to-point carriers, including Alaska Airlines, JetBlue Airways and Southwest Airlines, and other discount or [removed: ultra low-cost] [added: ultra-low-cost] carriers, including Spirit Airlines, Frontier Airlines and Allegiant Air, some of which may have lower costs than we do and provide service at low fares to destinations served by Delta.

In particular, we face significant competition at our domestic hubs and key airports either directly at those airports or at the hubs of other airlines that are located in close [removed: proximity to our hubs and key airports.][added: proximity.]

In [removed: addition,] [added: particular,] several joint ventures among U.S. and foreign [removed: carriers] [added: carriers, including several of our joint ventures as well as those of our competitors,] have received grants of antitrust immunity allowing the participating carriers to coordinate schedules, pricing, sales and inventory.

The airline industry also faces competition from surface transportation and technological alternatives such as [removed: “virtual” meetings] [added: virtual meetings, teleconferencing] or [removed: “teleconferencing,”] [added: videoconferencing,] and the intensity of this competition has likely increased, at least in the near term, as a result of the COVID-19 pandemic.

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 22][added: 25]

An extended interruption or disruption at an airport where we have significant [removed: operations] [added: operations, whether resulting from a discrete event, such as a hurricane, or the manifestation of a chronic physical risk, such as rising sea levels,] could have a material adverse effect on our business, financial condition and results of operations.

For instance, the FAA from time to time issues directives and other regulations relating to the maintenance and operation of aircraft that necessitate significant [removed: expenditures.][added: expenditures and could carry operational implications.]

[removed: We are pursuing strategies to minimize the impact, if any, of these tariffs on our business, but they, or] [added: In particular,] the imposition of [removed: future tariffs, have the potential] [added: significant tariffs with respect] to [added: aircraft that we are not able to mitigate could] substantially increase [removed: the cost to Delta of the affected aircraft,] [added: our costs,] which in turn could have a material adverse effect on our financial results.

Failure to comply with trade [removed: sanctions,] [added: sanctions and restrictions,] the Foreign Corrupt Practices Act (the "FCPA") and [added: similar anti-bribery laws in non-U.S. jurisdictions, as well as] other applicable laws or regulations could result in litigation, assessment of damages, imposition of penalties or other consequences, any or all of which could harm our reputation and have an adverse effect on our financial results.

We and other U.S. carriers are subject to U.S. and foreign laws regarding privacy of passenger and employee data that are not consistent in all countries in which we [removed: operate.][added: operate and which are continuously evolving, requiring ongoing monitoring and updates to our privacy and information security programs.]

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 23][added: 26]

The airline industry is subject to many forms of environmental regulation, including [added: but not limited to] increased regulation to reduce emissions and other risks associated with climate change.

[removed: Failure] [added: The cost of compliance with more stringent environmental regulations, failure] to comply with existing or future [removed: environmental] regulations or [added: failure] to otherwise manage the risks of climate change effectively could have a material adverse effect on our business.

This program establishes a [removed: medium-term] goal for the aviation industry [removed: of achieving] [added: to achieve] carbon-neutral growth in international aviation beginning in [removed: 2021, based on a 2019 baseline.][added: 2021 through the use of carbon offsets and/or lower carbon aviation fuel.]

Certain CORSIA program details remain to be developed and could potentially be affected by political developments in participating countries or the results of the pilot phase of the program, and thus the impact of CORSIA cannot be [removed: fully] predicted at this time.

Because of the global nature of our business, unfavorable economic or political conditions in the markets in which we operate or volatility in currency exchange rates could have a material adverse effect on our business, financial condition and results of [removed: operation.][added: operations.]

In addition, alliances formed by domestic and foreign carriers, including SkyTeam, the Star Alliance (among United Airlines, Lufthansa German Airlines, Air Canada and others) and the oneworld alliance (among American Airlines, British Airways, Qantas and others) have enhanced competition in international markets.

In addition, a directive or other regulation that has a significant operational impact on us could have a material adverse impact on our financial results.

Although we dedicate significant resources to manage compliance with global privacy and information security obligations, this challenging regulatory environment may pose material risks to our business, including increased operational burdens and costs, regulatory enforcement, and legal claims or proceedings.

The baseline for establishing airlines’ offset obligations under CORSIA was originally set as an average of 2019 and 2020 emissions.

However, given the COVID-19 pandemic and resulting unprecedented reduction in international travel, ICAO removed 2020 from the baseline calculation for the first phases of CORSIA, from 2021 to 2027.

ICAO has yet to decide how to apply the baseline beyond 2027.

Some countries and other stakeholders, however, have advocated for reestablishing 2020 in the baseline and for using 2020 for the future baseline calculation, which, if adopted, would significantly increase the airline industry’s projected obligations under the program and the cost of compliance.

For example, in 2021 the European Commission proposed legislation that would expand the reach of the EU ETS to include flights into and out of the European Economic Area beginning in 2027 under certain circumstances, increase the stringency of the program, and establish a sustainable aviation fuel blending mandate for aviation fuel suppliers, among other requirements.

Individual EU member states have been developing their own requirements, including for example, a SAF mandate in France that will be phased in at the beginning of 2022.

In the United States various exploratory discussions continue around approaches to address climate change, such as carbon pricing, without a clear legislative path forward.

In addition to risks from potential changes to environmental regulation and policy, the transition to lower-carbon technologies, such as SAF, or changes in consumer preferences resulting from a negative perception of the environmental impact of air travel could materially adversely affect our business and financial results.

For example, lower-carbon technologies such as SAF and direct air capture technologies are currently not available at scale and may take decades to develop, and the cost to transition to them could be prohibitively expensive without appropriate government policies and incentives in place.

As more businesses have publicly announced environmental sustainability goals, the cost of carbon offsets has also increased significantly and will likely continue to do so.

Delta Air Lines, Inc. 2021 Form 10-K 27

*Item 1A.

Risk Factors*

The COVID-19 pandemic could enhance the competitive dynamics within the industry, although we are unable to predict the duration or extent of this potentially increased pressure.

Point-to-point, discount and ultra low-cost carriers place significant competitive pressure on network carriers in the domestic market.

Competition from government-owned and subsidized carriers in the Gulf region, including Emirates, Etihad Airways and Qatar Airways, has also been significant.

Subsidies allowed these carriers to grow quickly prior to the pandemic, reinvest in their product and expand their global presence at the expense of U.S. airlines.

In connection with a dispute brought at the World Trade Organization against the EU and certain member states to address state subsidies in the large civil aircraft sector, the U.S. Trade Representative has imposed tariffs on certain products imported from the EU, including on certain new aircraft and certain airplane parts originating in France and Germany.

In addition to the heightened level of concern regarding privacy of passenger data in the U.S., certain European government agencies have updated privacy regulations applicable to private industry, including airlines.

Ongoing compliance with these evolving regulatory regimes is expected to result in additional operating costs and could have a material adverse effect on our future operations.

Finally, there is uncertainty with respect to the future supply, demand and price of sustainable or lower carbon aircraft fuel, carbon offset credits and technologies that could allow us to reduce our emissions of carbon dioxide.

The effects of the COVID-19 pandemic [removed: in 2020] created additional estimation uncertainty as there [removed: is currently] [added: was] a limited market for aircraft and limited data on how the COVID-19 pandemic [removed: has] affected the fair value of aircraft.

Following the impairment charges, the [removed: remaining] aggregate net book value of these aircraft as of December 31, [added: 2021 and December 31,] 2020 [removed: is] [added: was] approximately [added: $340 million and] $500 [removed: million.][added: million, respectively, with the reduction in 2021 primarily due to aircraft sales.]

See Note [removed: 2] [added: 15] of the Notes to the Consolidated Financial Statements for additional details regarding these impairments and related charges.

We establish valuation allowances if it is [removed: not] [added: more] likely [added: than not that] we will [added: be unable to] realize our deferred income tax assets.

In evaluating the likelihood of utilizing our net deferred income tax assets, the significant factors that we consider include (1) our recent history of [added: significant] profitability, (2) growth in the U.S. and global economies, (3) forecast of airline revenue trends, (4) estimate of future fuel prices and (5) future impact of taxable temporary differences.

At December 31, [removed: 2020] [added: 2021] our net deferred tax asset balance was [removed: $2.0] [added: $1.3] billion, including [removed: a $460] [added: an $833] million valuation allowance primarily related to capital loss carryforwards and [added: certain] state net operating losses.

Although we [removed: are in a three year] [added: have recent] cumulative [removed: loss position as of December 31, 2020,] [added: losses,] we have a [removed: recent] history of significant earnings prior to the onset of the COVID-19 pandemic.

[removed: We] [added: While we] expect to return to [added: sustained] profitability as the effects of the pandemic subside and to generate sufficient taxable income to utilize our federal net operating loss carryforwards before any [removed: expire.][added: expire, the generation of future taxable income is dependent on many factors, including those which are out of our control, such as the demand for air travel and overall health of the economy.]

Our federal net operating loss carryforwards generated before 2018 do not begin to expire until [removed: 2027.][added: 2029.]

Under current tax law, federal net operating losses generated [removed: in 2020] [added: after 2017] do not expire.

Therefore, we have not recorded a valuation allowance on our deferred tax assets other than the capital loss carryforwards and [added: certain] state net operating losses that have short expiration periods.

As of December 31, [removed: 2020,] [added: 2021,] the unfunded benefit obligation for these plans recorded on our [removed: balance sheet] [added: Consolidated Balance Sheets ("balance sheets")] was [removed: $6.1] [added: $1.6] billion.

We had no minimum funding requirements in [removed: 2019] [added: 2020] or [removed: 2020, we] [added: 2021, and] have no such requirements in [removed: 2021, and based on our current projections, we do not expect any minimum required contributions until 2025.][added: 2022.]

However, [removed: during 2019,] we voluntarily contributed [removed: $1] [added: $1.5] billion to these [removed: plans.][added: plans during 2021.]

The most critical assumptions impacting our defined benefit pension plan obligations and net periodic benefit cost are the discount rate, the expected long-term rate of return on plan assets and life [removed: expectancy.][added: expectancy of plan participants.]

*Weighted Average Discount Rate.* We determine our weighted average discount rate on our measurement date primarily by reference to annualized rates earned on high-quality fixed income investments and yield-to-maturity [removed: analysis] [added: analyses] specific to our estimated future benefit payments.

We used a weighted average discount rate to value the obligations of [removed: 2.62%] [added: 2.97%] and [removed: 3.40%] [added: 2.62%] at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

Our weighted average discount rate for net periodic benefit cost in each of the past three years has varied from the rate selected on our measurement date, ranging from [removed: 3.40%] [added: 2.65%] to 4.33%.

Our weighted average expected long-term rate of return on assets for net periodic benefit cost for the year ended December 31, [removed: 2020] [added: 2021] was [removed: 8.97%.][added: 8.98%.]

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 49][added: 41]

| Change in Assumption | | | Effect on [removed: 2021] [added: 2022] Pension Benefit Cost | | | | | | Effect on Accrued Pension Liability at December 31, [removed: 2020] [added: 2021] | | | | | |

| 0.50% decrease in weighted average discount rate | | | | | | $ | [removed: (19)] [added: (17)] | million | | | | $ | [removed: 1.4] [added: 1.2] | billion |

| 0.50% increase in weighted average discount rate | | | | | | $ | [removed: 15] [added: 14] | million | | | | $ | [removed: (1.3)] [added: (1.1)] | billion |

| [removed: 0.50%] [added: 1.00%] decrease in expected long-term rate of return on assets | | | | | | $ | [removed: 79] [added: 188] | million | | | | $ | — | |

| [removed: 0.50%] [added: 1.00%] increase in expected long-term rate of return on assets | | | | | | $ | [removed: (79)] [added: (188)] | million | | | | $ | — | |

*Funding.* Our funding obligations for qualified defined benefit plans are governed by the Employee Retirement Income Security [removed: Act.][added: Act and any applicable legislation.]

[removed: We elected] [added: Under] the [removed: Alternative Funding Rules under which] [added: Pension Protection Act of 2006, we elected alternative funding rules so that] the unfunded liability for a frozen defined benefit plan may be amortized over a fixed 17-year period and is calculated using an 8.85% discount rate until the 17-year period expires for all frozen defined benefit plans by the end of 2024.

While [removed: the Pension Protection Act] [added: this recent legislation] makes our funding obligations for these plans more predictable, factors outside our control continue to have an impact on the funding requirements.

For additional information on our significant accounting policies related to defined benefit pension plans, see Note [removed: 11] [added: 9] of the Notes to the Consolidated Financial Statements.

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 50][added: 42]

[removed: Pre-Tax (Loss)/Income, adjusted][added: | Pre-tax (loss)/income, adjusted reconciliation | | | | | | | | | | | |]

The following table shows a reconciliation of [removed: pre-tax (loss)/income] [added: net cash provided by/(used in) operating activities] (a GAAP measure) to [removed: pre-tax (loss)/income, adjusted] [added: free cash flow] (a non-GAAP financial measure).

- *Government grant recognition.* We recognized [added: $4.5 billion and $3.9 billion of] the [removed: full] grant proceeds from the [removed: CARES Act] payroll support program [added: extensions] as a contra-expense [removed: in 2020.][added: during 2021 and 2020, respectively.]

We recognized the grant proceeds [added: as contra-expense] based on the periods that the funds were intended to [removed: benefit.][added: compensate and have fully used all proceeds from the payroll support program extensions.]

[removed: - *Impairments and equity method losses.* During] [added: Additionally, during] 2020, we recognized charges [removed: and the related income tax impacts] from write-downs of our investments in LATAM and Grupo Aeroméxico following their financial losses and separate Chapter 11 bankruptcy filings, and the write-down of our investment in Virgin Atlantic based on our share of its losses.

[removed: - *Pension] [added: *•Pension] settlement charges.* These charges were recognized in connection with the voluntary [removed: programs.][added: early retirement and separation programs that were offered to our employees in 2020.]

We also regularly adjust [removed: pre-tax (loss)/income] [added: certain GAAP measures] for the following [removed: items to determine pre-tax (loss)/income, adjusted] [added: items, if applicable,] for the reasons [removed: described] [added: indicated] below:

Such fair value changes are not necessarily indicative of the actual settlement value of the underlying hedge in the contract settlement [removed: period.][added: period, and therefore we remove this impact to allow investors to better understand and analyze our core performance.]

- *Equity investment MTM adjustments.* We [removed: previously recorded] [added: record] our proportionate share of losses from our equity investments in [removed: Virgin Atlantic, Grupo Aeroméxico and LATAM in] non-operating expense.

[removed: (As a result of Grupo Aeroméxico's and LATAM’s bankruptcy filings, we no longer have significant influence with Grupo Aeroméxico or LATAM and discontinued accounting for these investments under the equity method in the June 2020 quarter.)] We adjust for our equity method investees' hedge portfolio MTM adjustments to allow investors to understand and analyze our core operational performance in the periods shown.

*Aircraft Fuel and Related Taxes.* Fuel expense increased $2.5 billion compared to 2020 primarily due to a 44% increase in consumption on a 45% increase in capacity, and a 31% increase in the market price of jet fuel.

Additionally, during 2021, we purchased and retired $95 million of carbon offsets, of which $30 million relates to 13 million metric tons of carbon emissions generated by our airline segment from March 1 to December 31, 2020 as well as $65 million which relates to a portion of 2021 carbon emissions generated by our airline segment.

In the table below, these costs are shown in the carbon offset costs line item.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Fuel expense and average price per gallon | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | Average Price Per Gallon | | | | | | | | |

| | | | Year Ended December 31, | | | | | | Increase (Decrease) | | | | | | Year Ended December 31, | | | | | | Increase (Decrease) | | |

| (in millions, except per gallon data) | | | 2021 | | | 2020 | | | | | | 2021 | | | 2020 | | | | | | | | |

| Fuel purchase cost (1) | | | $ | 5,527 | | $ | 2,938 | | $ | 2,589 | | | | | $ | 1.99 | | $ | 1.52 | | $ | 0.47 | |

| Carbon offset costs | | | 95 | | | — | | | 95 | | | | | | 0.03 | | | — | | | 0.03 | | |

| Fuel hedge impact | | | 9 | | | 22 | | | (13) | | | | | | — | | | 0.01 | | | (0.01) | | |

| Refinery segment impact | | | 2 | | | 216 | | | (214) | | | | | | — | | | 0.11 | | | (0.11) | | |

| Total fuel expense | | | $ | 5,633 | | $ | 3,176 | | $ | 2,457 | | | | | $ | 2.02 | | $ | 1.64 | | $ | 0.38 | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

(1)Market price for jet fuel at airport locations, including related taxes and transportation costs.

*Ancillary Businesses and Refinery.* Ancillary businesses and refinery includes expenses associated with refinery sales to third parties, aircraft maintenance services we provide to third parties and our vacation wholesale operations.

Increased expenses were primarily related to refinery sales to third parties, which are at or near cost and increased $2.1 billion compared to 2020.

The increase compared to 2020 was driven by higher pricing during 2021, with lower production and demand for both jet and non-jet fuel products during 2020.

The cost of aircraft maintenance services we provide to third parties increased compared to 2020 due to the increase in flights operated worldwide in 2021.

*Depreciation and Amortization.* Depreciation and amortization decreased compared to 2020 primarily due to the aircraft that were retired or impaired during 2020.

As we acquire new aircraft to provide an improved customer experience, greater fuel efficiency and thus reduced carbon emissions, better operating economics and more premium products, we expect depreciation expense to increase in future years.

*Regional Carrier Expense.* Regional carrier expense increased compared to 2020 due to an increase in utilization as a result of the increased demand discussed above.

Until 2021, we allocated certain costs (such as landing fees and other rents, salaries and related costs and contracted services) to regional carrier expense in our Consolidated Statements of Operations ("income statement") based on relevant statistics (such as passenger counts).

Beginning in 2021 we ceased performing this allocation and have reclassified the costs presented in prior periods to align with this presentation.

This reclassification better reflects the nature of, and how management views, these regional carrier related expenses.

This allocation was approximately $900 million in 2020.

The amounts in regional carrier expense under the current presentation represent the accrual of payments to our regional carriers under capacity purchase agreements, maintenance costs related to our regional fleet and the expenses of our wholly owned regional subsidiary, Endeavor Air, Inc.

*Aircraft Maintenance Materials and Outside Repairs.* Maintenance expense increased compared to 2020 as we returned aircraft to service and to support our operational reliability.

The increase compared to 2020 was particularly pronounced due to the significantly reduced capacity during 2020 and the large number of aircraft we had parked during that time.

*Aircraft Rent.* Most aircraft operating lease expenses are recorded in aircraft rent and are contractually fixed.

Therefore, the increase in aircraft rent was more muted than our other operating expense line items when compared to 2020.

*Restructuring Charges.* During 2020, we recorded restructuring charges of $8.2 billion for items such as fleet impairments and voluntary early retirement and separation programs following strategic business decisions in response to the COVID-19 pandemic.

In the year ended December 31, 2021, we recognized $19 million of adjustments to certain of those restructuring charges, representing changes in our estimates.

See Note 15 of the Notes to the Consolidated Financial Statements for additional information about the restructuring charges recorded in 2020.

MD&A - Results of Operations*

*Profit Sharing.* To recognize the extraordinary efforts of our employees through the pandemic, we will make a special profit-sharing payment to eligible employees in February 2022, based on the adjusted pre-tax profit earned during the second half of 2021.

*Government Grant Recognition.* During the year ended December 31, 2021, we received a total of $6.4 billion under the PSP2 and PSP3 agreements with the U.S. Department of the Treasury, which we were required to use exclusively for the payment of employee wages, salaries and benefits.

As a result of the COVID-19 pandemic and our response, we have removed certain aircraft from active service as of December 31, 2020, which includes owned and leased aircraft that are being retired early.

As a part of our liquidity initiatives we suspended voluntary pension funding that we were previously planning in 2020.

We plan to contribute at least $500 million to these plans in 2021.

This is achieved by investing in a globally diversified mix of public and private equity, fixed income, real assets, hedge funds and other assets and instruments.

The impact of a 0.50% change in these assumptions is shown in the table below:

The Pension Protection Act of 2006 allows commercial airlines to elect alternative funding rules ("Alternative Funding Rules") for defined benefit plans that are frozen.

*Credit Losses.* In 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." Under this ASU, an entity is required to utilize an "expected credit loss model" on certain financial instruments, including trade and financing receivables.

This model requires consideration of a broader range of reasonable and supportable information and requires an entity to estimate expected credit losses over the lifetime of the asset.

We adopted this standard effective January 1, 2020 and due to the COVID-19 pandemic, we recorded reserves on certain receivables, which are discussed further in Note 5 of the Notes to the Consolidated Financial Statements.

*Income Taxes.* In 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." This standard simplifies the accounting and disclosure requirements for income taxes by clarifying existing guidance to improve consistency in application of ASC 740.

This standard also removed the requirement to calculate income tax expense for the stand-alone financial statements of wholly owned subsidiaries.

We adopted the new standard effective January 1, 2020 with no impact on our Consolidated Financial Statements.

In 2020, pre-tax (loss)/income, adjusted excludes the following items directly related to the impact of COVID-19 and our response for comparability with the prior period:

*•Restructuring charges.* We recognized restructuring charges following strategic business decisions in response to the COVID-19 pandemic.

These charges primarily include impairments and related charges from retirement decisions related to approximately 400 aircraft and the voluntary early retirement and separation programs.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Pre-tax (loss)/income, adjusted | | | $ | (8,996) | | $ | 6,214 | |

The following table shows a reconciliation of operating expense (a GAAP measure) to operating expense, adjusted (a non-GAAP financial measure).

In 2020, operating expense, adjusted excludes the following items directly related to the impact of COVID-19 and our response: restructuring charges and government grant recognition, as discussed above under the heading pre-tax (loss)/income, adjusted.

We also adjust operating expense for the following items for the reasons described below.

We adjust for MTM adjustments and settlements on hedges and Delta Private Jets adjustment for the same reasons described above under the heading pre-tax (loss)/income, adjusted.

| Operating expense, adjusted | | | | | | $ | 24,130 | | | | | $ | 40,082 | |

We have adjusted for these items, which were primarily funded by cash restricted for airport construction, to provide investors a better understanding of the company's free cash flow and capital expenditures that are core to our operational performance in the periods shown.

| Adjustments: | | | | | | | | |

The following table shows a reconciliation of TRASM (a GAAP measure) to TRASM, adjusted (a non-GAAP financial

measure).

We adjust TRASM for refinery sales to third parties for the same reason described above under the heading operating expense, adjusted.

We adjust for Delta Private Jets for the same reason described above under the heading pre-tax (loss)/income, adjusted.

| TRASM, adjusted reconciliation | | | | | | | | |

The following table shows a reconciliation of CASM (a GAAP measure) to CASM-Ex (a non-GAAP financial measure).

In 2020, CASM-Ex excludes the following items directly related to the impact of COVID-19 and our response: restructuring charges and government grant recognition, as discussed above under the heading pre-tax (loss)/income, adjusted.

We also adjust CASM for the following items to determine CASM-Ex for the reasons described below.

We adjust for refinery sales to third parties for the same reason described above under the heading operating expense, adjusted.

| CASM-Ex reconciliation | | | | | | | | |

Consolidated CASM, adjusted

The following table shows a reconciliation of CASM (a GAAP measure) to consolidated CASM, adjusted (a non-GAAP financial measure).

In 2020, consolidated CASM, adjusted excludes the following items directly related to the impact of COVID-19 and our response: restructuring charges and government grant recognition, as discussed above under the heading pre-tax (loss)/income, adjusted.

We also adjust CASM for MTM adjustments and settlements on hedges and for Delta Private Jets for the same reason described above under the heading pre-tax (loss)/income, adjusted.

| Consolidated CASM, adjusted reconciliation | | | | | | | | |

See Note [removed: 6] [added: 3] of the Notes to the Consolidated Financial Statements for further information on our derivative contracts.

As a result of the reduced capacity from the COVID-19 pandemic, our jet fuel consumption during [removed: 2020] [added: 2021] of [removed: 1.9] [added: 2.8] billion gallons was significantly less than our historical and expected future consumption.

Our exposure to market risk from adverse changes in interest rates is primarily associated with our debt [added: and lease] obligations.

Market risk associated with our [removed: fixed and variable rate] [added: variable-rate] debt [added: and variable-rate leases] relates to the potential [removed: reduction in fair value and] negative impact to future [removed: earnings, respectively,] [added: earnings] from an increase in interest rates.

At December 31, [removed: 2020,] [added: 2021,] we had [removed: $22.3] [added: $21.4] billion of fixed-rate [added: debt, $3.9 billion of variable-rate] debt and [removed: $5.9 billion] [added: $833 million] of variable-rate [removed: debt.][added: leases.]

An increase of 100 basis points in average annual interest rates would have decreased the estimated fair value of our fixed-rate debt by [removed: $1.2] [added: $1.1] billion at December 31, [removed: 2020] [added: 2021] and would have increased the annual interest expense on our variable-rate debt and variable-rate leases by [removed: $29] [added: $24] million.

In [removed: December 2020,] [added: March 2021,] the administrator of LIBOR [removed: proposed to cease] [added: announced that the] publication of certain LIBOR settings [added: will cease] after December 2021 and [removed: to cease] publication of the remainder of the LIBOR settings [added: will cease] after June 2023.

At December 31, [removed: 2020] [added: 2021,] we had [added: no exposure to the discontinued LIBOR settings and had] approximately [removed: $3.8] [added: $3.9] billion of [removed: variable-rate] [added: LIBOR-based] debt and [removed: variable-rate] finance leases maturing after June 2023, all of which include [removed: provisions to update] [added: mechanisms for replacing] the applicable reference rate, [removed: and] [added: which] we do not expect [removed: this rate] to be materially different from LIBOR.

At December 31, [removed: 2020,] [added: 2021,] we had a U.S. dollar-South Korean won cross currency swap contract totaling a [removed: $13] [added: $1] million [removed: liability] [added: asset] position.

We estimate that a 10% depreciation or appreciation in the price of the South Korean won in relation to the U.S. dollar would have changed the projected cash settlement value of our open hedge contract by [removed: $17] [added: $15] million for the year ending December 31, [removed: 2020.][added: 2021.]

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 56][added: 61]

Market risk associated with our fixed-rate debt relates to the potential reduction in fair value from an increase in interest rates.

The U.K. Financial Conduct Authority announced in 2017 that it intends to no longer compel banks to submit rates for the calculation of the London interbank offered rate ("LIBOR") after 2021.

To mitigate the possible impact of this change, various regulators have proposed alternative reference rates.

The effect of any discontinuation or replacement of LIBOR cannot be predicted at this time, but we believe our risk would be limited to variable-rate debt and variable-rate finance leases which utilize rates for which the settings are to be discontinued after June 2023 because we have an immaterial amount of contracts that utilize the settings to be discontinued immediately after December 2021.

Environmental [removed: Regulation and Related Matters][added: Regulation]

Our operations are subject to [removed: a number of] [added: numerous] international, federal, state and local laws and regulations governing protection of the environment, including regulation of greenhouse gases and other air emissions, noise reduction, water discharges, aircraft drinking water, storage and use of petroleum and other regulated substances, and the management and disposal of hazardous waste, substances and materials.

[removed: *Emissions*.][added: *GHG Emissions*.]

Under these regulations, any airline with flights originating or landing in the European [removed: Union] [added: Economic Area ("EEA")] is subject to the ETS and, beginning in 2012, was required to purchase emissions allowances if the airline exceeds the number of free allowances allocated to it under the ETS.

[added: Aviation industry GHG emissions, particularly carbon emissions, and their impact on climate change have become a focus in the international community and within the U.S.] In 2016, [removed: ICAO] [added: the International Civil Aviation Organization ("ICAO")] formally adopted a global, market-based emissions offset program known as the Carbon Offsetting and Reduction Scheme for International Aviation ("CORSIA").

This program establishes a [removed: medium-term] goal for the aviation industry [removed: of achieving] [added: to achieve] carbon-neutral growth in international aviation beginning in [removed: 2021, based on a 2019 baseline.][added: 2021.]

A pilot phase of the [removed: offset] [added: CORSIA] program [removed: will begin in 2021,] [added: runs from 2021 to 2023,] followed by a first phase of the program beginning in 2024 and a second phase beginning in 2027.

Countries can voluntarily participate in the pilot and first phase, and the United States [removed: has] agreed to participate in these voluntary phases.

[removed: However,] [added: Nonetheless,] Delta [removed: submitted our CORSIA Emissions Monitoring Plan to the FAA in 2019 and in 2020,] [added: has voluntarily] submitted [removed: our] verified emissions [removed: report] [added: reports] for [added: our] 2019 [added: and 2020] international emissions.

In 2017, ICAO also adopted [removed: new] aircraft certification standards to reduce carbon dioxide [removed: (CO2)] [added: ("CO2")] emissions from [added: new] aircraft.

The new aircraft certification standards [removed: apply] [added: applied] to new fleet types in 2020 and [added: will apply] to [removed: new] in-production aircraft starting in 2023 but no later than 2028.

In 2016, the U.S. Environmental Protection Agency [removed: ("EPA")] [added: (“EPA”)] issued a final finding under the Clean Air Act that [removed: greenhouse gases] [added: GHGs] threaten the public health and welfare, and further determined that certain classes of aircraft engines cause or contribute to [removed: greenhouse gases.][added: GHGs.]

The endangerment finding did not establish [removed: standards,] [added: standards] but triggered an obligation for the EPA to regulate [removed: greenhouse gas] [added: GHG] emissions from certain aircraft engines.

In January 2021, the EPA finalized [removed: greenhouse gas] [added: GHG] emission standards for new aircraft engines designed to implement the ICAO standards on the same timeframe contemplated by ICAO.

The final standards have been challenged by several states and environmental [removed: groups, and the Biden administration has announced plans to review these final standards along with others issued by the prior administration.][added: groups.]

The outcome of the legal challenge [removed: and administrative review] cannot be predicted at this time.

The airline industry may face additional regulation of aircraft emissions in the U.S. and abroad and become subject to further taxes, charges or additional requirements to obtain permits or purchase allowances or emission credits for [removed: greenhouse gas] [added: GHG] emissions in various jurisdictions.

Certain airports have also adopted, and others could in the future adopt, [removed: greenhouse gas] [added: GHG] emission or climate-related goals and requirements that could impact our operations or require us to make changes or investments in our infrastructure.

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 12][added: 14]

In addition, foreign governments may allow airports to enact similar restrictions, which could adversely impact our international operations or require significant [removed: expenditure] [added: expenditures] in order for our aircraft to comply with the restrictions.

Renewable Identification Numbers ("RINs") are assigned to renewable fuels produced [added: by] or imported into the U.S. that are blended into Transportation Fuels to demonstrate compliance with this obligation.

A refinery may meet its obligation under RFS by blending the necessary volumes of renewable fuels with Transportation [removed: Fuels or] [added: Fuels,] by purchasing RINs in the open market or through a combination of blending and purchasing RINs.

Because Monroe is able to blend only a small amount of renewable fuels, it must purchase the majority of its RINs requirement in the secondary [removed: market or obtain a waiver from the EPA.][added: market.]

Market prices for RINs have been volatile, marked by periods of sharp increases and decreases primarily in response to [removed: predictions] [added: speculation] about what the EPA and/or the U.S. Congress will do with respect to compliance obligations.

We are [added: also] subject to certain environmental laws and contractual obligations governing the management and release of regulated substances, which may require the investigation and remediation of affected sites.

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 13][added: 15]

The rapid spread of the COVID-19 virus, the [added: continuing spread of its variants, the] persistence of the resulting pandemic and measures implemented to combat it have had, and will continue to have, a material adverse effect on our business.

It is [removed: likely] [added: possible] that there will be future negative effects that we cannot presently predict, including [removed: near term] [added: near-term] effects.

The rapid spread of [added: the] COVID-19 [added: virus in 2020] and [added: variants of] the [added: virus in 2021, the] persistence of the resulting pandemic, [removed: as well as] the measures governments and private parties have implemented in order to stem the spread of this pandemic, [added: and the general concern about the virus among travelers] have had, and are continuing to [removed: have] [added: have,] a material adverse effect on the demand for worldwide air [removed: travel,] [added: travel compared to historical levels,] and consequently upon our business.

- In the United States, which is our primary market, the federal government [removed: has] discouraged travel and encouraged social distancing efforts and limits on gathering [removed: size.][added: size for an extended period.]

- Numerous travel advisories and restrictions [removed: have been] [added: were] implemented, some of which remain in [removed: place,] [added: place or have been reinstated,] between the United States and specific countries, and many foreign governments have placed restrictions or quarantines on citizens of other countries, including citizens of the U.S., flying into their countries.

For instance, the U.S. and numerous other countries [removed: are now requiring] [added: have required and in some instances continue to require] airline passengers to provide negative COVID-19 test results prior to travel into their countries.

[removed: - State] [added: In addition, state] and local governments [removed: have] issued travel restrictions, quarantines and [removed: advisories and] health-related curfews or “shelter in place” orders which [removed: dissuade] [added: dissuaded] or [removed: restrict] [added: restricted] air travel.

- Employers in both the public and private sectors have issued instructions to employees to work from home and/or [removed: are] [added: have] otherwise [removed: dissuading] [added: dissuaded] or [removed: restricting] [added: restricted] air travel.

- Business conventions and conferences, concerts and similar entertainment have been and [added: occasionally] continue to be cancelled.

Many popular tourist destinations [removed: have been, and remain,] [added: were] closed, or operations [removed: are] curtailed.

Significant sporting events [removed: have been,] [added: were,] and occasionally continue to be, cancelled or held with limited or no spectators.

- Travelers [removed: are] [added: have been] discouraged from air travel to destinations where COVID-19 is particularly virulent.

These effects related to the COVID-19 pandemic [removed: are] [added: have] negatively [removed: impacting] [added: impacted] air travel in general, which in turn [removed: are] [added: has] materially adversely [removed: affecting] [added: affected] our revenues, results of operations and financial condition.

Although [added: vaccines have generally proved to be effective and] certain of the restrictions above have [added: been] eased in some places, the ongoing pandemic, including large outbreaks, resurgences of COVID-19 in various regions and appearances of new variants of the virus, has resulted, and may continue to result, in their reinstitution.

*Environmental Compliance Obligations*.

Any growth above the baseline would need to be addressed using either eligible carbon offset credits or a lower carbon fuel.

The baseline for establishing airlines’ offset obligations under CORSIA was originally set as an average of 2019 and 2020 emissions.

However, given the COVID-19 pandemic and resulting unprecedented reduction in international travel, ICAO removed 2020 from the baseline calculation for the first phases of CORSIA, from 2021 to 2027.

ICAO has yet to decide how to apply the baseline beyond 2027.

Some countries and other stakeholders, however, have advocated for reestablishing 2020 in the baseline and for using 2020 for the future baseline calculation, which, if adopted, would significantly increase the airline industry’s projected obligations under the program and the cost of compliance.

Additionally, the European Union ("EU") requires its member states to implement regulations to include aviation in its Emissions Trading Scheme ("ETS").

The scope of the ETS has been narrowed so that it currently applies only to flights within the EEA through 2023 to align with the pilot phase of CORSIA.

However, its scope may be expanded in the future.

As a result of the UK’s withdrawal from the EU, UK flights are no longer part of the EU ETS and will fall under a separate UK ETS scheme.

UK ETS is applicable to UK domestic flights and flights from the UK to EEA countries.

On November 15, 2021, the EPA announced that it plans to defend the current standards while simultaneously calling for ambitious new international CO2 standards at the upcoming round of ICAO negotiations.

For example, in 2021 the European Commission proposed legislation that could expand the reach of the EU ETS to include flights into and out of the EEA beginning in 2027 under certain circumstances, increase the stringency of the program, and establish a sustainable aviation fuel blending mandate for aviation fuel suppliers beginning in 2025, among other requirements.

Individual EU member states have been developing their own requirements, including for example, a SAF mandate in France that will be phased in beginning in 2022.

In the United States, various exploratory discussions continue around approaches to address climate change, such as carbon pricing, without a clear legislative path forward.

In December 2021, the EPA issued proposed RFS volume requirements for 2020, 2021 and 2022, which are expected to be finalized in the first half of 2022.

The EPA has not finalized the compliance deadlines to retire our obligations for 2020 and 2021, but we expect those deadlines to be within one year of the effective date of the new RFS volume requirements.

The CRAF Program has only been activated three times since it was created in 1951, most recently in 2021 to support the military’s effort to evacuate people from Afghanistan following the withdrawal of U.S. troops from the country.

Delta played a central role in transporting 10,000 Afghan refugees that were evacuated from Afghanistan and delivering needed supplies.

*Item 1.

Business*

Information About Our Executive Officers

Edward H.

Bastian, Age 64: Chief Executive Officer of Delta since May 2016; President of Delta (September 2007 - May 2016); President of Delta and Chief Executive Officer Northwest Airlines, Inc. (October 2008 - December 2009); President and Chief Financial Officer of Delta (September 2007 - October 2008); Executive Vice President and Chief Financial Officer of Delta (July 2005 - September 2007); Chief Financial Officer of Acuity Brands (June 2005 - July 2005); Senior Vice President - Finance and Controller of Delta (2000 - April 2005); Vice President and Controller of Delta (1998 - 2000).

Glen W.

Hauenstein, Age 61: President of Delta since May 2016; Executive Vice President - Chief Revenue Officer of Delta (August 2013 - May 2016); Executive Vice President - Network Planning and Revenue Management of Delta (April 2006 - July 2013); Executive Vice President and Chief of Network and Revenue Management of Delta (August 2005 - April 2006); Vice General Director - Chief Commercial Officer and Chief Operating Officer of Alitalia (2003 - 2005); Senior Vice President- Network of Continental Airlines (2003); Senior Vice President - Scheduling of Continental Airlines (2001 - 2003); Vice President Scheduling of Continental Airlines (1998 - 2001).

Allison C.

Ausband, Age 59: Executive Vice President - Chief Customer Experience Officer of Delta since June 2021; Senior Vice President - In-Flight Service of Delta (September 2014 - May 2021); Vice President - Reservation Sales and Customer Care of Delta (January 2010 - September 2014).

Alain Bellemare, Age 60: President - International of Delta since January 2021; Chief Executive Officer of Bombardier (February 2015 - March 2020); President and Chief Executive Officer of United Technologies Corporation Propulsion & Aerospace Systems (June 2011 - February 2015).

Peter W.

Carter, Age 58: Executive Vice President - Chief Legal Officer of Delta since July 2015; Partner of Dorsey & Whitney LLP (1999 - 2015), including co-chair of Securities Litigation and Enforcement practice group, chair of Policy Committee and chair of trial department.

Daniel C.

Janki, Age 53: Executive Vice President - Chief Financial Officer of Delta since July 2021; Senior Vice President of General Electric Company (GE) and Chief Executive Officer of GE Power Portfolio (October 2020 - June 2021); Senior Vice President, Business and Portfolio Transformation of GE (2018 - 2020); Senior Vice President, Treasurer and Global Business Operations of GE (2014 - 2017); Senior Vice President, CEO of GE Energy Management (2012 - 2013).

John E.

Laughter, Age 51: Executive Vice President - Chief of Operations of Delta since June 2021; Senior Vice President and Chief of Operations of Delta (October 2020 - June 2021); Senior Vice President - Flight Operations of Delta (March 2020 - October 2020); Senior Vice President - Corporate Safety, Security and Compliance of Delta (August 2013 - March 2020); Senior Vice President - Maintenance Operations of Delta (March 2008 - July 2013); Vice President - Maintenance of Delta (December 2005 - March 2008).

Rahul Samant, Age 55: Executive Vice President - Chief Information Officer of Delta since January 2018; Senior Vice President and Chief Information Officer of Delta (February 2016 - December 2017); Senior Vice President and Chief Digital Officer of American International Group, Inc. (January 2015 - February 2016); Senior Vice President and Global Head, Application Development and Management of American International Group, Inc. (September 2012 - December 2014); Managing Director of Bank of America (1999 - September 2012).

Steven M.

Sear, Age 56: Executive Vice President - Global Sales of Delta since February 2016; Senior Vice President - Global Sales of Delta (December 2011 - February 2016); Vice President - Global Sales of Delta (October 2008 - December 2011); Vice President - Sales & Customer Care of Northwest Airlines, Inc. (June 2005 - October 2008).

Joanne D.

Smith, Age 63: Executive Vice President and Chief People Officer of Delta since October 2014; Senior Vice President - In-Flight Service of Delta (March 2007 - September 2014); Vice President - Marketing of Delta (November 2005 - February 2007); President of Song (January 2005 - October 2005); Vice President - Marketing and Customer Service of Song (November 2002 - December 2004).

Carbon emissions by the aviation industry and their impact on climate change have become a particular focus in the international community and within the U.S. For several years, the European Union has required its member states to implement regulations to include aviation in its Emissions Trading Scheme ("ETS").

The ETS was amended to apply only to flights within the European Economic Area from 2013 through 2016.

In 2017, the EU extended the exemption for foreign flights through 2023 based on the International Civil Aviation Organization’s ("ICAO") adoption of a global market-based program.

However, exemption from the certification requirement could affect how these aircraft are treated under other programs governing CO2 emissions.

In February 2020, we announced plans to invest $1 billion in the next ten years in our effort to achieve carbon neutrality.

As part of this plan, we seek to minimize the impact of carbon emissions from our operations and build on the reductions realized since 2005.

We have improved the fuel efficiency of our aircraft through the retirement of older aircraft and their replacement with newer, more fuel efficient aircraft.

In addition, we have implemented fuel saving procedures in our flight and ground support operations that further reduce carbon emissions.

We are also supporting efforts to develop sustainable alternative fuels and efforts to modernize the air traffic control system in the U.S. to further reduce our emissions and minimize our impact on the environment.

Beyond carbon reduction efforts, we expect carbon removal through investment in innovative projects and technologies and stakeholder engagement through coalitions intended to advance carbon reduction to be important aspects of our journey to carbon neutrality.

*Other Environmental Matters*.

The CRAF Program has only been activated twice since it was created in 1951.

Moreover, the longer the pandemic persists, the more material the ultimate effects are likely to be.

All of these adjustments reduce the demand for both business air travel (which has historically driven our most profitable ticket sales) and leisure air travel.

- Widespread consumer confidence in air travel may not return until large-scale vaccination has occurred, and contagion or virus-related deaths linked or alleged to be linked to travel on aircraft, whether accurate or not, may hinder restoration of this confidence and, if related to our aircraft, injure our reputation.

For example, the federal government is contemplating whether to require COVID-19 testing in advance of domestic travel.

For example, we have significantly reduced our flight capacity and have blocked middle seats on flights through at least April 30, 2021.

However, the cost savings achievable with temporary capacity reductions will not completely eliminate the costs related to unused capacity.

Furthermore, we have waived air travel booking change fees to a broad extent and extended the ability to rebook that travel through December 2022 in order to encourage travelers to book air travel (or not cancel already booked travel) despite the inherent uncertainty caused by the COVID-19 pandemic.

Despite these efforts, we have experienced significant ticket cancellations.

Cancellations, the waiver, and in many cases elimination, of change fees and other refunds have negatively affected our revenues and liquidity.

The pandemic is also having a material adverse effect on third parties whose services we utilize, including other carriers with which we have commercial relationships (international carriers and regional carriers in the Delta Connection program) and providers of ground services at some airports, which may also negatively affect our service to customers.

We are unable to predict how long conditions related to the pandemic will persist, when effective vaccines will be broadly available, when vaccination will be widespread globally, when travel advisories and restrictions will be lifted, what additional measures may be introduced by governments or private parties or what effect any such additional measures may have on air travel and our business.

Depending on the duration of the pandemic, such negative developments may occur over the entirety of the pandemic.

The impact of the COVID-19 pandemic may also exacerbate other risks discussed in this Form 10-K and in other filings we make from time to time with the SEC.

In response to the effects that the COVID-19 pandemic is having on our business, we have incurred and may continue to seek significant amounts of additional liquidity through the issuance of debt securities or through bilateral and syndicated secured and/or unsecured credit facilities and through the entry into sale-leaseback transactions.

[removed: Delta believes] [added: We believe] the claims in these cases are without merit and [removed: is] vigorously [removed: defending] [added: defended] these lawsuits.

Our summary judgment motion has been fully briefed and pending since May 2021.

In November 2016, the District Court denied the defendants' motion to dismiss the claims, and the matter is now proceeding through discovery.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2020] [added: 2021] was approximately [removed: $17.9] [added: $27.7] billion.

On January 31, [removed: 2021,] [added: 2022,] there were outstanding [removed: 638,146,665] [added: 639,929,760] shares of the registrant's common stock.

| [Forward-Looking [removed: Statements](#i9e520fbc9e094b64b139dd151a560bbf_10)] [added: Statements](#i37f8d64a00d24bce88d1b135486c9e43_10)] | | | [removed: [1](#i9e520fbc9e094b64b139dd151a560bbf_10)] [added: [1](#i37f8d64a00d24bce88d1b135486c9e43_10)] | | |

| [ITEM 1. [removed: BUSINESS](#i9e520fbc9e094b64b139dd151a560bbf_16)] [added: BUSINESS](#i37f8d64a00d24bce88d1b135486c9e43_16)] | | | [removed: [2](#i9e520fbc9e094b64b139dd151a560bbf_16)] [added: [2](#i37f8d64a00d24bce88d1b135486c9e43_16)] | | |

| [ITEM 1A. RISK [removed: FACTORS](#i9e520fbc9e094b64b139dd151a560bbf_40)] [added: FACTORS](#i37f8d64a00d24bce88d1b135486c9e43_40)] | | | [removed: [14](#i9e520fbc9e094b64b139dd151a560bbf_40)] [added: [17](#i37f8d64a00d24bce88d1b135486c9e43_40)] | | |

| [Risk Factors Relating to [removed: Delta](#i9e520fbc9e094b64b139dd151a560bbf_43)] [added: Delta](#i37f8d64a00d24bce88d1b135486c9e43_43)] | | | [removed: [14](#i9e520fbc9e094b64b139dd151a560bbf_43)] [added: [17](#i37f8d64a00d24bce88d1b135486c9e43_43)] | | |

| [Risk Factors Relating to the Airline [removed: Industry](#i9e520fbc9e094b64b139dd151a560bbf_46)] [added: Industry](#i37f8d64a00d24bce88d1b135486c9e43_46)] | | | [removed: [22](#i9e520fbc9e094b64b139dd151a560bbf_46)] [added: [25](#i37f8d64a00d24bce88d1b135486c9e43_46)] | | |

| [ITEM 1B. UNRESOLVED STAFF [removed: COMMENTS](#i9e520fbc9e094b64b139dd151a560bbf_49)] [added: COMMENTS](#i37f8d64a00d24bce88d1b135486c9e43_49)] | | | [removed: [24](#i9e520fbc9e094b64b139dd151a560bbf_49)] [added: [28](#i37f8d64a00d24bce88d1b135486c9e43_49)] | | |

| [ITEM 2. [removed: PROPERTIES](#i9e520fbc9e094b64b139dd151a560bbf_52)] [added: PROPERTIES](#i37f8d64a00d24bce88d1b135486c9e43_52)] | | | [removed: [25](#i9e520fbc9e094b64b139dd151a560bbf_52)] [added: [29](#i37f8d64a00d24bce88d1b135486c9e43_52)] | | |

| [Flight [removed: Equipment](#i9e520fbc9e094b64b139dd151a560bbf_55)] [added: Equipment](#i37f8d64a00d24bce88d1b135486c9e43_55)] | | | [removed: [25](#i9e520fbc9e094b64b139dd151a560bbf_55)] [added: [29](#i37f8d64a00d24bce88d1b135486c9e43_55)] | | |

| [Ground [removed: Facilities](#i9e520fbc9e094b64b139dd151a560bbf_58)] [added: Facilities](#i37f8d64a00d24bce88d1b135486c9e43_58)] | | | [removed: [27](#i9e520fbc9e094b64b139dd151a560bbf_58)] [added: [30](#i37f8d64a00d24bce88d1b135486c9e43_58)] | | |

| [ITEM 3. LEGAL [removed: PROCEEDINGS](#i9e520fbc9e094b64b139dd151a560bbf_61)] [added: PROCEEDINGS](#i37f8d64a00d24bce88d1b135486c9e43_61)] | | | [removed: [27](#i9e520fbc9e094b64b139dd151a560bbf_61)] [added: [31](#i37f8d64a00d24bce88d1b135486c9e43_61)] | | |

| [ITEM 4. MINE SAFETY [removed: DISCLOSURES](#i9e520fbc9e094b64b139dd151a560bbf_64)] [added: DISCLOSURES](#i37f8d64a00d24bce88d1b135486c9e43_64)] | | | [removed: [27](#i9e520fbc9e094b64b139dd151a560bbf_64)] [added: [31](#i37f8d64a00d24bce88d1b135486c9e43_64)] | | |

| [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED [removed: STOCKHOLDER](#i9e520fbc9e094b64b139dd151a560bbf_70)] [added: STOCKHOLDER](#i37f8d64a00d24bce88d1b135486c9e43_70)] [MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i9e520fbc9e094b64b139dd151a560bbf_70)] [added: SECURITIES](#i37f8d64a00d24bce88d1b135486c9e43_70)] | | | [removed: [28](#i9e520fbc9e094b64b139dd151a560bbf_70)] [added: [32](#i37f8d64a00d24bce88d1b135486c9e43_70)] | | |

| [ITEM 6. [removed: (RESERVED)](#i9e520fbc9e094b64b139dd151a560bbf_82)] [added: (RESERVED)](#i37f8d64a00d24bce88d1b135486c9e43_82)] | | | [removed: [29](#i9e520fbc9e094b64b139dd151a560bbf_82)] [added: [33](#i37f8d64a00d24bce88d1b135486c9e43_82)] | | |

| [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION [removed: AND](#i9e520fbc9e094b64b139dd151a560bbf_85)] [added: AND](#i37f8d64a00d24bce88d1b135486c9e43_85)] [RESULTS OF [removed: OPERATION](#i9e520fbc9e094b64b139dd151a560bbf_85)S] [added: OPERATION](#i37f8d64a00d24bce88d1b135486c9e43_85)S] | | | [removed: [30](#i9e520fbc9e094b64b139dd151a560bbf_85)] [added: [34](#i37f8d64a00d24bce88d1b135486c9e43_85)] | | |

| [Financial [removed: Highlights](#i9e520fbc9e094b64b139dd151a560bbf_88)] [added: Highlights](#i37f8d64a00d24bce88d1b135486c9e43_88)] | | | [removed: [30](#i9e520fbc9e094b64b139dd151a560bbf_88)] [added: [34](#i37f8d64a00d24bce88d1b135486c9e43_88)] | | |

| [Results of [removed: Operations](#i9e520fbc9e094b64b139dd151a560bbf_91)] [added: Operations](#i37f8d64a00d24bce88d1b135486c9e43_91)] | | | [removed: [34](#i9e520fbc9e094b64b139dd151a560bbf_91)] [added: [37](#i37f8d64a00d24bce88d1b135486c9e43_91)] | | |

| [Non-Operating [removed: Results](#i9e520fbc9e094b64b139dd151a560bbf_109)] [added: Results](#i37f8d64a00d24bce88d1b135486c9e43_109)] | | | [removed: [39](#i9e520fbc9e094b64b139dd151a560bbf_109)] [added: [42](#i37f8d64a00d24bce88d1b135486c9e43_109)] | | |

| [Income [removed: Taxes](#i9e520fbc9e094b64b139dd151a560bbf_112)] [added: Taxes](#i37f8d64a00d24bce88d1b135486c9e43_112)] | | | [removed: [39](#i9e520fbc9e094b64b139dd151a560bbf_112)] [added: [43](#i37f8d64a00d24bce88d1b135486c9e43_112)] | | |

| [Refinery [removed: Segment](#i9e520fbc9e094b64b139dd151a560bbf_115)] [added: Segment](#i37f8d64a00d24bce88d1b135486c9e43_115)] | | | [removed: [40](#i9e520fbc9e094b64b139dd151a560bbf_115)] [added: [43](#i37f8d64a00d24bce88d1b135486c9e43_115)] | | |

| [Financial Condition and [removed: Liquidity](#i9e520fbc9e094b64b139dd151a560bbf_118)] [added: Liquidity](#i37f8d64a00d24bce88d1b135486c9e43_121)] | | | [removed: [41](#i9e520fbc9e094b64b139dd151a560bbf_118)] [added: [45](#i37f8d64a00d24bce88d1b135486c9e43_121)] | | |

| [Critical [removed: Accounting](#i9e520fbc9e094b64b139dd151a560bbf_124) [Estimates](#i9e520fbc9e094b64b139dd151a560bbf_124)] [added: Accounting Estimates](#i37f8d64a00d24bce88d1b135486c9e43_127)] | | | [removed: [46](#i9e520fbc9e094b64b139dd151a560bbf_124)] [added: [50](#i37f8d64a00d24bce88d1b135486c9e43_127)] | | |

| [Glossary of Defined [removed: Terms](#i9e520fbc9e094b64b139dd151a560bbf_130)] [added: Terms](#i37f8d64a00d24bce88d1b135486c9e43_133)] | | | [removed: [55](#i9e520fbc9e094b64b139dd151a560bbf_130)] [added: [60](#i37f8d64a00d24bce88d1b135486c9e43_133)] | | |

| [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i9e520fbc9e094b64b139dd151a560bbf_133)] [added: RISK](#i37f8d64a00d24bce88d1b135486c9e43_136)] | | | [removed: [56](#i9e520fbc9e094b64b139dd151a560bbf_133)] [added: [61](#i37f8d64a00d24bce88d1b135486c9e43_136)] | | |

| [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i9e520fbc9e094b64b139dd151a560bbf_136)] [added: DATA](#i37f8d64a00d24bce88d1b135486c9e43_139)] | | | [removed: [57](#i9e520fbc9e094b64b139dd151a560bbf_136)] [added: [62](#i37f8d64a00d24bce88d1b135486c9e43_139)] | | |

| [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING [removed: AND](#i9e520fbc9e094b64b139dd151a560bbf_265)] [added: AND](#i37f8d64a00d24bce88d1b135486c9e43_238)] [FINANCIAL [removed: DISCLOSURE](#i9e520fbc9e094b64b139dd151a560bbf_265)] [added: DISCLOSURE](#i37f8d64a00d24bce88d1b135486c9e43_238)] | | | [removed: [114](#i9e520fbc9e094b64b139dd151a560bbf_265)] [added: [111](#i37f8d64a00d24bce88d1b135486c9e43_238)] | | |

| [ITEM 9A. CONTROLS AND [removed: PROCEDURES](#i9e520fbc9e094b64b139dd151a560bbf_268)] [added: PROCEDURES](#i37f8d64a00d24bce88d1b135486c9e43_241)] | | | [removed: [114](#i9e520fbc9e094b64b139dd151a560bbf_268)] [added: [111](#i37f8d64a00d24bce88d1b135486c9e43_241)] | | |

| [ITEM 9B. OTHER [removed: INFORMATION](#i9e520fbc9e094b64b139dd151a560bbf_274)] [added: INFORMATION](#i37f8d64a00d24bce88d1b135486c9e43_247)] | | | [removed: [116](#i9e520fbc9e094b64b139dd151a560bbf_274)] [added: [113](#i37f8d64a00d24bce88d1b135486c9e43_247)] | | |

| [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i9e520fbc9e094b64b139dd151a560bbf_280)] [added: GOVERNANCE](#i37f8d64a00d24bce88d1b135486c9e43_253)] | | | [removed: [116](#i9e520fbc9e094b64b139dd151a560bbf_280)] [added: [113](#i37f8d64a00d24bce88d1b135486c9e43_253)] | | |

| [ITEM 11. EXECUTIVE [removed: COMPENSATION](#i9e520fbc9e094b64b139dd151a560bbf_283)] [added: COMPENSATION](#i37f8d64a00d24bce88d1b135486c9e43_256)] | | | [removed: [116](#i9e520fbc9e094b64b139dd151a560bbf_283)] [added: [113](#i37f8d64a00d24bce88d1b135486c9e43_256)] | | |

| [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT [removed: AND](#i9e520fbc9e094b64b139dd151a560bbf_286)] [added: AND](#i37f8d64a00d24bce88d1b135486c9e43_259)] [RELATED STOCKHOLDER [removed: MATTERS](#i9e520fbc9e094b64b139dd151a560bbf_286)] [added: MATTERS](#i37f8d64a00d24bce88d1b135486c9e43_259)] | | | [removed: [116](#i9e520fbc9e094b64b139dd151a560bbf_286)] [added: [113](#i37f8d64a00d24bce88d1b135486c9e43_259)] | | |

| [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND [removed: DIRECTOR](#i9e520fbc9e094b64b139dd151a560bbf_289)] [added: DIRECTOR](#i37f8d64a00d24bce88d1b135486c9e43_262)] INDEPENDENCE | | | [removed: [116](#i9e520fbc9e094b64b139dd151a560bbf_289)] [added: [113](#i37f8d64a00d24bce88d1b135486c9e43_262)] | | |

| [ITEM 14. PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i9e520fbc9e094b64b139dd151a560bbf_292)] [added: SERVICES](#i37f8d64a00d24bce88d1b135486c9e43_265)] | | | [removed: [116](#i9e520fbc9e094b64b139dd151a560bbf_292)] [added: [113](#i37f8d64a00d24bce88d1b135486c9e43_265)] | | |

| [ITEM 15. EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i9e520fbc9e094b64b139dd151a560bbf_298)] [added: SCHEDULES](#i37f8d64a00d24bce88d1b135486c9e43_271)] | | | [removed: [117](#i9e520fbc9e094b64b139dd151a560bbf_298)] [added: [114](#i37f8d64a00d24bce88d1b135486c9e43_271)] | | |

| [ITEM 16. FORM 10-K [removed: SUMMARY](#i9e520fbc9e094b64b139dd151a560bbf_301)] [added: SUMMARY](#i37f8d64a00d24bce88d1b135486c9e43_274)] | | | [removed: [120](#i9e520fbc9e094b64b139dd151a560bbf_301)] [added: [118](#i37f8d64a00d24bce88d1b135486c9e43_274)] | | |

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K 1

In 2019, [added: prior to the onset of the COVID-19 pandemic,] we served approximately 200 million customers and were the world’s largest airline by total revenues and the most profitable with five consecutive years of $5 billion or more in pre-tax income from 2015 through 2019.

| [Supplemental Information](#i37f8d64a00d24bce88d1b135486c9e43_130) | | | [56](#i37f8d64a00d24bce88d1b135486c9e43_130) | | |

| [ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#i37f8d64a00d24bce88d1b135486c9e43_1099511630405) | | | [113](#i37f8d64a00d24bce88d1b135486c9e43_1099511630405) | | |

| [SIGNATURES](#i37f8d64a00d24bce88d1b135486c9e43_277) | | | [119](#i37f8d64a00d24bce88d1b135486c9e43_277) | | |

| | | | | | |

We began restoring our network in 2021, as travel restrictions eased and vaccine programs became widespread both domestically and in international markets.

As the year progressed, we saw a full return of domestic consumer travel to 2019 levels while business and international demand continued to lag.

Despite this lag, business and international travel began to increase in the latter part of 2021, spurred in part by the U.S. government’s lifting of restrictions in November 2021 that prevented travelers from entering the United States from a number of specifically-identified countries.

In 2021, we continued to demonstrate agility, operational excellence and discipline.

We believe that we are well positioned to manage the continued challenges brought by the pandemic, even when considering new variants spreading globally, continued uncertainty linked to the full return of business travel and evolving international travel restrictions.

Competitive Advantages and Brand Strength

We have five competitive advantages that support our trusted consumer brand, including our people and culture, our global network, our operational reliability, our customer loyalty and our financial foundation.

Through the pandemic, we believe that we have strengthened our advantages and our brand.

People and Culture

Throughout the pandemic, we were able to avoid involuntary furloughs of U.S. employees by providing voluntary separation and early retirement programs, voluntary unpaid leaves and other initiatives.

We have prioritized the health and safety of our employees by implementing an extensive employee COVID-19 testing program, partnering with Georgia to host the state’s largest COVID-19 vaccination site while steadily increasing the vaccination rate among our employees, providing pay protection programs for employees diagnosed with, exposed to or at high risk from COVID-19 and offering free flu shots for all U.S. employees.

In February 2021, we hired a Chief Health Officer to reimagine our approach to health and well-being to accommodate the physical and mental health needs of our people.

Delta was recognized by Glassdoor as one of its Best Places to Work for the sixth year in a row, ranking number 18 on the 2022 list of 100 large companies.

The list is solely based on the input of employees who provide anonymous feedback on their daily jobs, benefits, interview experience and work environment.

Being recognized on this list is a testament to Delta people and our culture.

At the end of 2021, we offered more than 4,000 daily departures and approximately 5,500 affiliated departures as we began restoring our network.

Core hubs have strong local passenger share, a high penetration of customers loyal to Delta, competitive cost position and strong margins.

Coastal hubs provide a strong presence in large revenue markets and enable growth in premium products and international service.

We are elevating the customer experience in key markets by deploying our newest aircraft and products and by accelerating generational airport investments.

We opened a new facility at Salt Lake City in 2021 and expect to open new facilities at New York-LaGuardia, Los Angeles and Seattle in 2022.

In 2021, we restored approximately 50% of capacity in international markets, but do not expect our international network to be fully restored to 2019 levels until 2023.

We accelerated this fleet simplification strategy by retiring 227 aircraft in 2020, with plans to retire additional aircraft by 2025, though we remain flexible and may decide to fly certain aircraft beyond their planned retirement date, to the extent supported by demand.

Our new aircraft are on average 25% more fuel efficient per seat mile than retiring aircraft.

Operational Reliability

In 2021, we had a system-wide completion factor of 99.4%, with 88.0% of our domestic flights arriving on time as reported to the U.S. Department of Transportation, both of which, based on preliminary data, are expected to exceed the performance of our U.S.-based peers.

This reliability was a key component in Delta being named the Top U.S. Airline of 2021 by the Wall Street Journal in its annual airline scorecard rankings, which tracks seven important operations and customer metrics among nine U.S. airlines.

This achievement recognizes the consistent efforts of our people to safely deliver reliable, on-time service while providing exceptional service.

With operational excellence, best-in-class service and a commitment to ensuring the health and safety of our customers, we have continued to earn our customers’ trust and preference by delivering the “Delta Difference.” In 2021, we were recognized as No. 1 in customer satisfaction among airlines in North America by J.D. Power, underscoring the professionalism, care and humanity that our people delivered during one of the most stressful periods for travel in modern history.

We were also ranked No. 1 on Fortune Magazine's Most Admired Airline List for the tenth time in the past 11 years and named one of Fast Company’s most innovative travel companies in 2021.

In 2021, corporate travel professionals also rated us No. 1 in the annual Business Travel News Airline Survey for the 11th year in a row, citing our responsiveness to customers as well as our flexibility-minded approach throughout the pandemic and beyond.

We believe our continued investment in customer service and experience, operations, product, airports and technology has shaped customer perception of our brand leading to increases in our domestic net promoter scores and increased customer loyalty compared to pre-pandemic levels.

In 2021, customers demonstrated increased loyalty through higher levels of engagement with our SkyMiles program, our co-branded American Express card and use of our FlyDelta app, with remuneration from our co-branded American Express card nearly achieving 2019 levels for the full year and exceeding 2019 levels during the December 2021 quarter.

Financial Foundation

In response to the effects of the COVID-19 pandemic, we raised significant amounts of liquidity in 2020 through the issuance of debt securities or through bilateral and syndicated secured and/or unsecured credit facilities and through the entry into sale-leaseback transactions.

Our capital raising efforts were aided by the strength of our balance sheet prior to the pandemic.

Restoring the strength of our balance sheet and reducing debt is a key financial priority.

| [Supplemental Information](#i9e520fbc9e094b64b139dd151a560bbf_127) | | | [51](#i9e520fbc9e094b64b139dd151a560bbf_127) | | |

| [SIGNATURES](#i9e520fbc9e094b64b139dd151a560bbf_304) | | | [121](#i9e520fbc9e094b64b139dd151a560bbf_304) | | |

After initially impacting our service to China beginning in January 2020, the spread of COVID-19 and the resulting global pandemic have significantly affected our entire network.

Beginning in March 2020, large public events were cancelled, governmental authorities began imposing restrictions on non-essential activities, businesses suspended travel and popular leisure destinations temporarily closed to visitors.

In the United States, which is our primary market, the federal government has discouraged travel and encouraged social distancing efforts and limits on gathering size.

Numerous travel advisories and restrictions have been implemented, some of which remain in place, between the United States and specific countries.

Many foreign governments have also placed restrictions or quarantines on citizens of other countries, including citizens of the U.S., flying into their countries.

For instance, the U.S. and numerous other countries are now requiring airline passengers to provide negative COVID-19 test results prior to travel into their countries.

State and local governments have also issued travel restrictions, quarantines and advisories and health-related curfews or “shelter in place” orders which dissuade or restrict air travel.

As a result, demand for travel declined at a rapid pace in the March 2020 quarter and has remained depressed, which has had an unprecedented and materially adverse impact on our revenues, results of operations and financial position.

In 2020, we served approximately 70 million customers, many of them prior to the pandemic’s onset.

We believe these actions have been an important driver behind the significant increases in our domestic net promoter scores during 2020.

Other key competitive advantages include our operational reliability, our global network and customer loyalty.

The Delta Brand

With operational excellence, best-in-class service and a commitment to ensuring the health and safety of our customers, we have continued to earn our customers' trust and preference by delivering the "Delta Difference." We believe our continued investment in customer service and experience, operations, product, airports and technology has shaped customer perception of our brand and driven increased customer loyalty.

As a result of decreased demand for air travel caused by the COVID-19 pandemic, we significantly reduced our system-wide flight operations, including operations at all of the hubs listed above, beginning in March 2020.

We accelerated this fleet simplification strategy by retiring 227 aircraft in 2020, with plans to retire an additional 128 aircraft by 2025.

During 2020, we increased the flexibility with respect to these products by extending expiration on certain tickets and travel credits, eliminating change fees for domestic tickets and international tickets originating from North America, with the exception of Basic Economy tickets, and waiving change fees for all tickets (including Basic Economy) purchased before March 30, 2021.

In addition, individuals may purchase miles.

In 2019, we amended our primary co-brand agreement and other related agreements with American Express.

The new agreements increase the total benefit we receive and extend the duration of the relationship to 2029.

During 2020, our joint venture with Virgin Australia and its affiliated carriers was repudiated as part of the voluntary administration proceeding relating to the recapitalization of Virgin Australia’s business.

We remain optimistic about restarting our joint venture relationship with Virgin Australia once demand recovers and it resumes long-haul international flights.

We initially agreed to acquire four A350 aircraft from LATAM but terminated this agreement during 2020.

We previously entered into a joint venture agreement with WestJet with respect to trans-border traffic flows between the U.S. and Canada for which we sought antitrust immunity from DOT, among other regulatory approvals.

In 2020, we withdrew the application for antitrust immunity and, as a result, we and WestJet are not currently implementing the proposed joint venture.

We continue to explore avenues to deepen our relationship with WestJet and generate value for our customers.

Global Impact

Giving back to the communities where we live, work and serve is part of our culture, and we have maintained this commitment through the COVID-19 pandemic, with Delta people shifting to virtual platforms and finding innovative, new ways to give back.

For example, during 2020, Delta supported healthcare workers by manufacturing 70,000 face shields to extend the life of N95 mask respirators, donated 800,000 pounds of snacks and drinks to hospitals in 20 countries, and provided more than 350 free flights for medical professionals traveling to assist states that were heavily impacted by the pandemic.

As a purpose-driven and values-led company, we are committed to reducing our environmental impact.

The chief focus of reducing our impact on the environment is jet fuel, which is the primary contributor to our carbon footprint.

In February 2020, we announced plans to invest $1 billion in the next 10 years in our effort to achieve carbon neutrality, a commitment we have reiterated even with the unprecedented challenges presented for the airline industry by the COVID-19 pandemic.

We continue to focus on increasing fuel efficiency as we replace older aircraft with more fuel-efficient jets and improve the efficiency of our existing aircraft through operational efforts.

Related Businesses

In January 2020, we combined Delta Private Jets, a former Delta subsidiary that provides aircraft charters, aircraft management and programs allowing members to purchase flight time by the hour, with Wheels Up.

As of December 31, 2020, we owned a 24% equity stake in Wheels Up.

In 2019, the total revenue from these other businesses was approximately $1.2 billion.

This revenue was reduced to approximately $650 million in 2020 as a result of the COVID-19 pandemic and our deconsolidation of Delta Private Jets following the transaction with Wheels Up.

Human Capital

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 24][added: 28]

See Note [removed: 2] [added: 15] of the Notes to the Consolidated Financial Statements for additional information on [added: the restructuring charges recorded in 2020 related to] our fleet [removed: retirements.][added: retirement plans.]

Our operating aircraft fleet, [added: purchase] commitments and options at December 31, [removed: 2020] [added: 2021] are summarized in the following [removed: table:][added: table.]

| Operating aircraft information by fleet type | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | |]

| Fleet Type | | | Owned | | | Finance Lease | | | Operating Lease | | | | | | [removed: Owned | | | Finance Lease | | | Operating Lease | | |] [added: Total] | | | [removed: Total] [added: Average Age (Years)] | | | [removed: Average Age] | | | Purchase | | | Options | | |

| B-717-200 | | | 9 | | | [removed: 21 | | | 16 | | | | | | —] [added: 42] | | | 3 | | | [removed: 1] | | | [added: 54] | | | [removed: 50] [added: 20.6] | | | [removed: 19.7] | | | — | | | — | | |

| B-737-800 | | | [removed: 68] [added: 73] | | | 4 | | | — | | | | | | [removed: 5 | | | — | | | — | | |] [added: 77] | | | [removed: 77] [added: 20.3] | | | [removed: 19.3] | | | — | | | — | | |

| B-737-900ER | | | [removed: 76] [added: 19] | | | — | | | [removed: 45 | | | | | | 5 | | |] — | | | [removed: 4 | | | | | | 130 | | | 4.3 | | |] — | | | [removed: —] [added: 19] | | |

| B-757-200 | | | [removed: 75] [added: 99] | | | [removed: 7] [added: 1] | | | — | | | | | | [removed: 17 | | | 1 | | | — | | |] [added: 100] | | | [removed: 100] [added: 24.4] | | | [removed: 23.4] | | | — | | | — | | |

| B-757-300 | | | [removed: 15 | | | —] [added: 16] | | | — | | | [removed: | | | 1 | | |] — | | | [removed: —] | | | [added: 16] | | | [removed: 16] [added: 18.9] | | | [removed: 17.9] | | | — | | | — | | |

| B-767-300ER | | | [removed: 27 | | | —] [added: 40] | | | — | | | [removed: | | | 7 | | |] — | | | [removed: —] | | | [added: 40] | | | [removed: 34] [added: 25.4] | | | [removed: 23.4] | | | — | | | — | | |

| B-767-400ER | | | [removed: 19 | | | —] [added: 21] | | | — | | | [removed: | | | 2 | | |] — | | | [removed: —] | | | [added: 21] | | | [removed: 21] [added: 21.1] | | | [removed: 20.0] | | | — | | | — | | |

| A220-100 | | | [removed: 26 | | |] 4 | | | — | | | [removed: | | | 8 | | |] — | | | — | | | [removed: | | | 38 | | | 1.4 | | | 7 | | | —] [added: 4] | | |

| A220-300 | | | [removed: 5 | | | — | | | — | | | | | | — | | | — | | | — | | |] [added: 7] | | | [removed: 5] [added: 11] | | | [removed: 0.3] [added: 10] | | | [removed: 45] [added: 12] | | | [removed: 50] [added: 40] | | |

| A319-100 | | | [removed: 44 | | | — | | | — | | |] [added: 55] | | | [removed: 11] [added: 2] | | | — | | | [removed: 2] | | | [added: 57] | | | [removed: 57] [added: 19.9] | | | [removed: 18.9] | | | — | | | — | | |

| A320-200 | | | [removed: 42 | | | —] [added: 52] | | | 4 | | | [removed: | | | 6 | | |] — | | | [removed: —] | | | [added: 56] | | | [removed: 52] [added: 26.0] | | | [removed: 24.7] | | | — | | | — | | |

| A321-200neo | | | — | | | — | | | — | | | | | | — | | | — | | | [removed: —] | | | [removed: | | | — | | | — | | | 100] [added: 155] | | | [removed: 100] [added: 70] | | |

| A330-200 | | | [removed: 5 | | | —] [added: 11] | | | — | | | [removed: | | | 6 | | |] — | | | [removed: —] | | | [added: 11] | | | [removed: 11] [added: 16.8] | | | [removed: 15.8] | | | — | | | — | | |

| A330-300 | | | [removed: 26 | | | —] [added: 28] | | | — | | | [removed: | | | 2 | | | —] [added: 3] | | | [removed: 3] | | | [added: 31] | | | [removed: 31] [added: 13.0] | | | [removed: 12.0] | | | — | | | — | | |

| A330-900neo | | | [removed: 3 | | | 1 | | | 4 | | | | | | — | | | — | | | — | | |] [added: 9] | | | 8 | | | [removed: 0.9] [added: 7] | | | [removed: 29] [added: 2] | | | [removed: —] [added: 26] | | |

| A350-900 | | | [removed: 13 | | | — | | | 2 | | | | | | — | | | —] [added: 4] | | | — | | | [removed: | | | 15] [added: 6] | | | [removed: 2.5] [added: 10] | | | 20 | | | [removed: — | | |]

(1)Excludes certain aircraft we [removed: own, lease] [added: own] or [removed: have committed to purchase (including one CRJ-900 aircraft)] [added: lease] that are operated by regional carriers on our behalf shown in the table below.

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 25][added: 29]

*Item [removed: 2.][added: 3.]

The following table summarizes the [removed: 340] aircraft operated by regional carriers on our behalf at December 31, [removed: 2020.][added: 2021.]

| Endeavor Air, Inc. (1) | | | [removed: 42] [added: 46] | | | [removed: 18] [added: 13] | | | [removed: 111] [added: 115] | | | — | | | — | | | [removed: 171] [added: 174] | | |

| SkyWest Airlines, Inc. | | | [removed: 12] [added: —] | | | 6 | | | [removed: 39] [added: 44] | | | — | | | [removed: 64] [added: 71] | | | 121 | | |

| Republic Airline, Inc. | | | — | | | — | | | — | | | [removed: 18] [added: 8] | | | [removed: 30] [added: 46] | | | [removed: 48] [added: 54] | | |

As part of a multi-year effort, we have been investing in new aircraft to provide an improved customer experience, greater fuel [removed: efficiency,] [added: efficiency and thus reduced carbon emissions,] better operating economics and more premium products.

Our purchase commitments for additional aircraft at December 31, [removed: 2020] [added: 2021] are detailed in the following table:

| Aircraft Purchase Commitments | | | [removed: 2021] [added: 2022] | | | [removed: 2022] [added: 2023] | | | [removed: 2023] [added: 2024] | | | After [removed: 2023] [added: 2024] | | | Total | | |

| A220-100 | | | [removed: 3] [added: 37] | | | 4 | | | — | | | [removed: —] | | | [removed: 7] [added: 41] | | | [added: 2.3 | | | | | | 4 | | | — | | |]

| A220-300 | | | [removed: 5] [added: 10] | | | [removed: 7] [added: —] | | | [removed: 11] [added: —] | | | [removed: 22] | | | [removed: 45] [added: 10] | | | [added: 1.0 | | | | | | 40 | | | 50 | | |]

| A321-200 | | | [added: 69 | | |] 22 | | | [removed: —] [added: 36] | | | [removed: —] | | | [added: 127 | | | 3.1 | | | | | |] — | | | [removed: 22] [added: —] | | |

| A321-200neo | | | [removed: —] [added: 27] | | | [removed: 18] [added: 33] | | | [removed: 20] [added: 25] | | | [removed: 62] [added: 70] | | | [removed: 100] [added: 155] | | |

| A330-900neo [removed: (1)] | | | 3 | | | [removed: 8] [added: 3] | | | [removed: 8] [added: 5] | | | [removed: 10] | | | [removed: 29] [added: 11] | | | [added: 1.6 | | | | | | 26 | | | — | | |]

| A350-900 | | | [added: 13 | | |] — | | | [removed: 2] [added: 11] | | | [removed: —] | | | [removed: 18] [added: 24] | | | [added: 3.7 | | | | | |] 20 | | | [added: — | | |]

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 26][added: 30]

Our [removed: wholly owned subsidiaries,] Monroe [removed: and MIPC,] [added: subsidiaries] own and operate the Trainer refinery and related assets in Pennsylvania.

The [removed: facility includes] [added: facilities include] pipelines and terminal assets that allow the refinery to supply jet fuel to our airline operations throughout the Northeastern U.S., including our New York hubs at LaGuardia and JFK.

We have been experiencing a recovery in demand from the COVID-19 pandemic, which has led to an increase in our capacity and utilization of our aircraft compared to the year ended December 31, 2020.

Accordingly, as of December 31, 2021, all aircraft in our operating fleet are reflected in the table below compared to approximately 10% that were temporarily parked as of December 31, 2020.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Current Fleet(1) | | | | | | | | | | | | | | | | | | | | | Commitments | | | | | |

| B-737-900ER | | | 91 | | | — | | | 49 | | | | | | 140 | | | 5.6 | | | | | | 19 | | | — | | |

| Total | | | 627 | | | 82 | | | 107 | | | | | | 816 | | | 14.0 | | | | | | 264 | | | 120 | | |

Includes used aircraft purchases from 2021 that are undergoing modifications and will enter service in the second half of 2022.

| Total | | | 46 | | | 19 | | | 159 | | | 8 | | | 117 | | | 349 | | |

| Total | | | 70 | | | 52 | | | 48 | | | 94 | | | 264 | | |

Legal Proceedings*

We have restructured our aircraft order books for future aircraft deliveries and as of December 31, 2020 removed from active service approximately 350 mainline and regional aircraft to align capacity with customer demand as a result of the COVID-19 pandemic.

As of December 31, 2020, approximately 125 mainline and regional aircraft were temporarily parked.

Additionally, 227 aircraft were permanently parked as a result of the early retirements described in Note 2 of the Notes to the Consolidated Financial Statements.

As we obtain greater clarity around the duration and extent of reduced demand and potentially execute further capacity adjustments, we will continue to evaluate our current fleet compared to network requirements and may decide to retire additional aircraft.

Future decisions regarding the timing of returning temporarily parked aircraft to service will be dependent on the evolution of the demand environment.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Active Fleet(1) | | | | | | | | | | | | Temporarily Parked Fleet(1) | | | | | | | | | | | | | | | | | | Commitments(2) | | | | | |

| A321-200 | | | 54 | | | 14 | | | 31 | | | | | | 1 | | | — | | | 5 | | | | | | 105 | | | 2.5 | | | 22 | | | — | | |

| Total | | | 507 | | | 51 | | | 102 | | | | | | 71 | | | 4 | | | 15 | | | | | | 750 | | | 13.5 | | | 223 | | | 150 | | |

(2)Purchase commitments include one A330-900neo lease commitment in 2021 incremental to our order book with Airbus.

We have assumed 10 of LATAM's A350 purchase commitments from Airbus, with deliveries through 2025, which are included as purchase commitments in the above table.

See Note 5 of the Notes to the Consolidated Financial Statements for further information on our strategic alliance with LATAM.

Properties*

We have also temporarily parked approximately 35 regional aircraft as of December 31, 2020.

In 2020, Compass Airlines, Inc. ("Compass") and GoJet Airlines, LLC ("GoJet") ceased operations on our behalf.

Aircraft previously operated by Compass and GoJet are now being operated by our other regional carriers and are reflected in the table below.

| Total | | | 54 | | | 24 | | | 150 | | | 18 | | | 94 | | | 340 | | |

In 2020, we restructured our aircraft order books with Airbus and MHI RJ Aviation Group (manufacturer of CRJ aircraft) in an effort to better match the timing of aircraft deliveries with our network and financial needs over the next several years.

The restructuring reduced our aircraft purchase commitments by more than $2 billion in 2020 and by more than $5 billion through 2022.

The shift in delivery timing is intended to allow us to continue simplifying and modernizing our fleet while maintaining our Airbus order book.

| CRJ-900 | | | 1 | | | — | | | — | | | — | | | 1 | | |

| Total | | | 34 | | | 39 | | | 39 | | | 112 | | | 224 | | |

(1) Includes one A330-900neo lease commitment in 2021 incremental to our order book with Airbus.

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 27][added: 31]

As of January 31, [removed: 2021,] [added: 2022,] there were approximately 2,300 holders of record of our common stock.

In March [removed: 2020] [added: 2020,] we suspended [removed: future] dividends due to the impact of the COVID-19 pandemic.

The following graph compares the cumulative total returns during the period from December 31, [removed: 2015] [added: 2016] to December 31, [removed: 2020] [added: 2021] of our common stock to the Standard & Poor's 500 Stock Index and the NYSE ARCA Airline Index.

The comparison assumes $100 was invested on December 31, [removed: 2015] [added: 2016] in each of our common stock and the indices and assumes that all dividends were reinvested.

[removed: ][added: ]

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 28][added: 32]

We made cash dividend payments of $980 million during the year ended December 31, 2019 and $260 million in the March 2020 quarter prior to the COVID-19 pandemic.

The CARES Act and payroll support program extensions restrict the payment of dividends through September 2022.

Our Board of Directors initiated a quarterly dividend program in the September 2013 quarter and had increased the quarterly dividend payment several times, most recently to $0.4025 per share in the September 2019 quarter.

The CARES Act payroll support program initially restricted the payment of dividends through September 2021, which has been continued to March 2022 under the terms of the payroll support program extension.

The following table presents information with respect to purchases of common stock we made during the December [removed: 2020] [added: 2021] quarter.

[removed: It] [added: The Plan provides for the withholding of shares to satisfy tax obligations but it] does not specify a maximum number of shares that can be withheld for this purpose.

| Shares purchased / withheld from employee awards during the December [removed: 2020] [added: 2021] quarter | | | | | | | | | | | | | | | | | |

| October 2021 | | | 1,098 | | | $ | 45.12 | | 1,098 | | | $ | — | | | | |

| November 2021 | | | 4,488 | | | $ | 40.10 | | 4,488 | | | $ | — | | | | |

| December 2021 | | | 3,005 | | | $ | 37.78 | | 3,005 | | | $ | — | | | | |

| Total | | | 8,591 | | | | | | 8,591 | | | | | | | | |

In March 2020, we suspended our share repurchase program due to the impact of the COVID-19 pandemic and are restricted from conducting share repurchases through March 2022 under the payroll support program extension.

Therefore, there were no shares repurchased in the December 2020 quarter pursuant to our share repurchase program.

The Plan provides for the withholding of shares to satisfy tax obligations.

| October 2020 | | | 10,189 | | | $ | 31.80 | | 10,189 | | | $ | — | | | | |

| November 2020 | | | 5,726 | | | $ | 35.75 | | 5,726 | | | $ | — | | | | |

| December 2020 | | | 4,066 | | | $ | 41.21 | | 4,066 | | | $ | — | | | | |

| Total | | | 19,981 | | | | | | 19,981 | | | | | | | | |

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 29][added: 33]

This section of Form [removed: 10-K] [added: 10-K, however,] does not address certain items regarding the year ended December 31, [removed: 2018.][added: 2019.]

Discussion and analysis of [removed: 2018] [added: 2019] and year-to-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] not included in this Form 10-K can be found in "Item 7.

Management's Discussion and Analysis" of our Annual Report on Form 10-K for the year ended December 31, [removed: 2019.][added: 2020.]

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited Consolidated Financial Statements and the related notes and other financial information [added: as well as the material risk factors] included elsewhere in this Annual Report on Form 10-K.

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 30][added: 34]

[removed: MD&A] [added: Financial Highlights] - [removed: Financial Highlights*][added: 2021 Compared to 2019]

[removed: Approximately] [added: Additionally, we offered voluntary unpaid leaves of absence for periods ranging from 30 days up to 12 months and approximately] 50,000 [added: and 20,000] of our employees [removed: have taken or have] elected to take [removed: voluntary leaves] [added: a leave of absence] at various times [removed: during] [added: throughout] 2020 [removed: and, for those taking leaves up to 12 months, continuing through 2021.][added: and 2021, respectively.]

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 31][added: 35]

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 32][added: 36]

Financial Highlights - [removed: 2020] [added: 2021] Compared to [removed: 2019][added: 2020]

Pre-tax loss, adjusted (a non-GAAP financial measure) was [removed: $9.0] [added: $3.4] billion, [removed: a decrease] [added: an increase] of [removed: $15.2] [added: $5.6] billion compared to [removed: the prior year.][added: 2020.]

*Revenue.* Compared to [removed: 2020,] [added: 2019,] our operating revenue decreased [removed: $29.9] [added: $17.1] billion, or [removed: 64%] [added: 36%] due to reduced demand resulting from the COVID-19 pandemic.

*Operating Expense.* Total operating expense decreased [removed: $10.8] [added: $12.4] billion, or [removed: 27%,] [added: 31%,] compared to [removed: the prior year,] [added: 2019,] primarily resulting from [removed: lower volume] [added: recognition of the grants from PSP2] and [removed: selling-related] [added: PSP3, lower volume-related] expenses [removed: including fuel,] [added: (mainly fuel and passenger commissions and other selling expenses),] lower [added: salaries and related costs and] profit [removed: sharing, recognition of the CARES Act payroll support program grant] [added: sharing expense,] and significant cost reduction measures taken across all aspects of our operation in response to the COVID-19 [removed: pandemic, partially offset by restructuring charges.][added: pandemic.]

Total operating expense, adjusted (a non-GAAP financial measure) decreased [removed: $16.0] [added: $10.9] billion, or [removed: 40%] [added: 27%] compared to [removed: the prior year.][added: 2019.]

Our total operating cost per available seat mile ("CASM") [removed: increased 50%] [added: decreased 2%] to [removed: 22.01] [added: 14.40] cents compared to [removed: the prior year,] [added: 2019,] primarily due to the [removed: 51% decrease in capacity, which was] [added: cost reductions discussed above and] partially offset by [removed: the significant cost reduction measures discussed above.][added: a 29% decrease in capacity.]

*Non-Operating Results.* Total non-operating expense was [removed: $3.1] [added: $1.5] billion in [removed: 2020, $2.7] [added: 2021, $1.1] billion higher than [removed: the prior year] [added: 2019,] primarily [removed: resulting from impairments and our proportionate share of equity method losses related] [added: due] to [removed: our investments in LATAM, Grupo Aeroméxico and Virgin Atlantic, and] higher interest expense as a result of our increased debt balances due to the financing arrangements entered into during 2020.

*Cash Flow.* Our liquidity at December 31, [removed: 2020] [added: 2021] was [removed: $16.7] [added: $14.2] billion, [removed: a $10.8] [added: an $8.2] billion increase compared to December 31, 2019 as a result of proceeds from loans and debt issuances [removed: (including our SkyMiles financing arrangements] and [removed: aircraft financings), support payments under the CARES Act payroll support program and] other liquidity initiatives.

These results generated [removed: $4.3] [added: $1.3] billion of [removed: negative] free cash flow (a non-GAAP financial measure) in [removed: 2020] [added: 2021] compared to $4.2 billion [removed: of free cash flow] in 2019.

The non-GAAP financial measures pre-tax loss, adjusted, operating expense, adjusted, [removed: CASM-Ex, consolidated CASM, adjusted,] [added: CASM-Ex] and free cash flow used above are defined and reconciled in "Supplemental Information" below.

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 33][added: 37]

| | | | Year Ended December 31, | | | | | | Increase (Decrease) | | | % Increase (Decrease) | | | [added: | | |]

| (in millions) [removed: (1)] | | | [added: 2021 | | | | | |] 2020 | | | [added: | | |] 2019 | | | | | | | | |

| Ticket - Main cabin | | | $ | [removed: 6,676] [added: 11,626] | | $ | [removed: 21,919] [added: 6,676] | | [added: | | |] $ | [removed: (15,243)] [added: 4,950] | | [removed: (70)] [added: 74] | | % |

| Ticket - Business cabin and premium products | | | [added: 7,713 | | |] 4,294 | | | [removed: 14,989] | | | [removed: (10,695)] [added: 3,419] | | | [removed: (71)] [added: 80] | | % |

| Loyalty travel awards | | | [added: 1,786 | | |] 935 | | | [removed: 2,900] | | | [removed: (1,965)] [added: 851] | | | [removed: (68)] [added: 91] | | % |

| Travel-related services | | | [added: 1,394 | | |] 978 | | | [removed: 2,469] | | | [removed: (1,491)] [added: 416] | | | [removed: (60)] [added: 43] | | % |

| Total passenger revenue | | | $ | [removed: 12,883] [added: 22,519] | | $ | [removed: 42,277] [added: 12,883] | | [added: | | |] $ | [removed: (29,394)] [added: 9,636] | | [removed: (70)] [added: 75] | | % |

| Total operating revenue | | | $ | [added: 29,899 | | | | | $ |] 17,095 | | [added: | | |] $ | 47,007 | | [removed: $] [added: 75] | [removed: (29,912)] | [added: %] | [removed: (64)] [added: (36)] | | % |

| TRASM (cents) | | | [removed: 12.73] [added: 15.37] | | ¢ | [removed: 17.07] [added: 12.73] | | ¢ | [removed: (4.34)] | | [added: | 2.64 | |] ¢ | [removed: (25)] [added: 21] | | % |

| Third-party refinery sales (2) | | | [added: (1.66) | | |] (0.86) | | | [removed: (0.04)] | | | [removed: (0.82)] [added: (0.80)] | | | [removed: NM] [added: 93] | | [added: %] |

| TRASM, adjusted (cents) | | | [removed: 11.87] [added: 13.71] | | ¢ | [removed: 16.97] [added: 11.87] | | ¢ | [removed: (5.10)] | | [added: | 1.84 | |] ¢ | [removed: (30)] [added: 16] | | % |

[removed: Compared] [added: Our operating revenue increased $12.8 billion, or 75%, compared] to the year ended December 31, [removed: 2019, our operating revenue decreased $29.9 billion, or 64%,] [added: 2020] due [added: primarily] to [removed: reduced] [added: increased] demand [removed: resulting] [added: in 2021 as a result of the continued recovery] from the COVID-19 pandemic.

The [removed: decrease] [added: increase] in operating revenue, on a [removed: 51% decrease] [added: 45% increase] in capacity, generated a [removed: 25% decrease] [added: 21% increase] in total revenue per available seat mile ("TRASM") and a [removed: 30% decrease] [added: 16% increase] in TRASM, adjusted [added: (a non-GAAP financial measure)] compared to [removed: 2019.][added: 2020.]

The increase in third-party refinery sales resulted from the refinery's shift to producing [added: and selling] more non-jet fuel products due to the [removed: decline in] [added: lower level of] demand for jet [removed: fuel.][added: fuel compared to historical levels, in addition to higher pricing during 2021.]

See "Refinery Segment" below for additional details on the refinery's [removed: operations] [added: operations, including third-party refinery sales recorded in other revenue,] during [removed: 2020.][added: each period.]

In 2020, following the onset of the COVID-19 pandemic, reduced industry [added: cargo] capacity drove a significant increase in our cargo yield, and we also generated cargo revenue through the operation of cargo-only charter flights (i.e., using aircraft in our fleet not [removed: then] being utilized for passenger [removed: travel).][added: travel to fly cargo internationally).]

[removed: With] [added: The length and severity of the reduction in travel demand due to the COVID-19 pandemic remains uncertain; however, with] continued distribution of effective vaccines and easing of travel advisories and restrictions, we believe customer confidence will [added: continue to] grow, leading to increased demand [removed: in the spring and summer of 2021.][added: during 2022.]

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 34][added: 38]

| | | | | | | Increase (Decrease) vs. Year Ended December 31, [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | | | | | | |

Our business and operating results continue to be significantly impacted by the COVID-19 pandemic.

However, as described further below, we have seen improvement in our business beginning in March 2021 and progressing through 2021.

Given the drastic and unprecedented impact of the pandemic on our operating results in 2020, we believe that for the financial highlights discussion below, a comparison of our results in 2021 to both 2020 and 2019 allows for a better understanding of the full impact of the COVID-19 pandemic and the progress of our recovery.

The table below shows certain key financial measures for the years ended December 31, 2021, 2020 and 2019:

| | | | Year Ended December 31, | | | | | | | | | | | | | | | 2021 vs 2020 % Increase (Decrease) (1) | | | 2021 vs 2019 % Increase (Decrease) (1) | | |

| Income/(loss) before income taxes | | | 398 | | | | | | (15,587) | | | | | | 6,198 | | | NM | | | (94) | | % |

(1)Certain variances are labeled as not meaningful ("NM") throughout management's discussion and analysis.

Our pre-tax income for 2021 was $398 million, which includes recognition of $4.5 billion in grants from the Payroll Support Program Extension ("PSP2") and Payroll Support Program 3 ("PSP3").

This is a $5.8 billion decrease compared to 2019 primarily due to the impact of the COVID-19 pandemic on our business which resulted in a 36% decrease in revenue, partially offset by a reduction in operating expense, including the government grant recognition.

Pre-tax loss, adjusted (a non-GAAP financial measure) which excludes the government grant recognition and other items was $3.4 billion, a decrease of $9.6 billion compared to 2019.

We expect domestic leisure travel to exceed 2019 levels in 2022, while we expect business travel to continue to return as many companies are expected to expand "return to office" plans throughout 2022.

International demand recovery has been uneven as the COVID-19 variants and related travel restrictions impact various countries within our international network, though we believe demand will begin accelerating in the second half of 2022 as travel restrictions are lifted.

We continue to monitor risks to the pace of recovery from COVID-19 variants, the effectiveness of vaccine programs and travel advisories and restrictions.

We are planning for our system capacity to be approximately 15% lower in the March 2022 quarter than the March 2019 quarter and approximately 10% lower for the full year of 2022 compared to 2019.

These decreases were partially offset by an increase in expenses related to refinery sales to third parties, reflected in ancillary business and refinery expense, as well as recovery related and transition costs incurred (e.g., aircraft reactivation, hiring, training, overtime and reservations volume) as we return closer to pre-pandemic levels of demand and capacity.

Non-fuel unit costs ("CASM-Ex", a non-GAAP financial measure) increased 11% to 12.12 cents due to the 29% decrease in capacity, despite a decline in adjusted operating expenses.

Minimizing unit cost increases is important to delivering on our overall financial objectives.

During 2022, however, we expect non-fuel unit costs to increase 7%-10% compared to 2019.

This expected unit cost increase is primarily due to 2022 capacity projected to be lower than 2019, costs associated with rebuilding our network, investments to support an elevated customer experience and our premium brand focus, and inflation and labor cost escalation in the underlying business.

We expect non-fuel unit cost increases compared to 2019 to moderate in future years as we return to and exceed pre-pandemic capacity and benefit from cost reduction measures implemented during 2020 that were structural in nature.

We have experienced, and expect to continue experiencing, increased cost inflation as a result of global macroeconomic trends, actions we took in response to the COVID-19 pandemic and labor shortages at our suppliers.

Actions we have taken to mitigate the impact of expected inflation include leveraging scale and efficiency in our underlying business through improved asset utilization and seeking productivity improvements through increased scale efficiencies and technology enhancements.

During 2021, operating activities provided $3.3 billion, including $4.5 billion from the payroll support program grants, which was partially offset by the $1.5 billion in contributions we made to our defined benefit pension plans.

During 2021, we incurred approximately $900 million of net investing cash outflows, primarily for $3.2 billion capital expenditures, partially offset by $2.4 billion of net redemptions of short-term investments.

Also, during 2021 we had cash outflows of approximately $5.8 billion related to repayments of our debt and finance leases, including approximately $3.8 billion for early repayments and the remainder from scheduled maturities.

Our 2021 pre-tax income improved $16.0 billion compared to 2020.

This was primarily due to the restructuring charges, investment impairments and equity method losses recorded during 2020 and a partial recovery in the demand for air travel during 2021, which resulted in a 75% increase in revenue.

*Revenue.* Compared to 2020, our 2021 operating revenue increased $12.8 billion, or 75%, primarily due to increased travel demand.

*Operating Expense.* Total operating expense decreased $1.6 billion, or 5%, compared to 2020, primarily resulting from the reduction in restructuring charges and recognition of the PSP2 and PSP3 grants.

These decreases were almost fully offset by higher volume-related expenses associated with the increase in capacity and demand, mainly fuel and aircraft maintenance and higher salaries and related costs and an increase in expenses related to refinery sales to third parties, reflected in ancillary business and refinery expense.

Total operating expense, adjusted (a non-GAAP financial measure) increased $5.1 billion, or 21% compared to 2020.

Our CASM decreased 35% to 14.40 cents compared to 2020, primarily due to a 45% increase in capacity and reduction in operating expense from the reduction in restructuring charges and recognition of the PSP2 and PSP3 grants as noted above.

CASM-Ex (a non-GAAP financial measure) decreased 22% to 12.12 cents.

*Non-Operating Results.* Total non-operating expense was $1.5 billion in 2021, $1.6 billion lower than 2020 primarily due to impairments and our proportionate share of equity method losses related to our investments in LATAM and Grupo Aeroméxico in 2020, which were zero in 2021, and mark-to-market gains on certain of our other equity investments.

These decreases were partially offset by higher interest expense as a result of our increased debt balances due to the financing arrangements entered into during 2020 and losses on debt extinguishment.

*Cash Flow.* The $1.3 billion of free cash flow generated in 2021 compared to $4.3 billion of negative free cash flow in 2020.

Environmental Sustainability

During 2021, we built on our previously announced plan to invest $1.0 billion through the end of 2030 toward airline carbon neutrality by committing to, among other things, set medium- and long-term climate goals that are aligned with applicable SBTi frameworks, as described further in Part I, Item 1, "Business - Environmental Sustainability." We expect our path toward achievement of these ambitious climate goals to depend heavily on increased use of SAF, which is not presently available at scale or at prices competitive to jet fuel, and improved fuel efficiency from fleet renewal and operational initiatives.

During 2021, we signed agreements with numerous corporate and agency customers to offset the premium from our SAF purchases.

While we do not expect a material adverse effect on our Consolidated Financial Statements in the near term from the use of SAF, we are unable to predict the financial impact of increased use of SAF on our Consolidated Financial Statements over the longer term, as government policies and incentives for, and sufficient third-party investment in, SAF are necessary to make its use in larger quantities commercially and economically feasible.

*Item 7.

Impact of the COVID-19 Pandemic

The unprecedented, widespread and persistent impact of COVID-19 and the related travel restrictions and social distancing measures implemented throughout the world have significantly reduced demand for air travel.

After initially impacting our service to China beginning in January 2020, the spread of the virus and the resulting global pandemic have significantly affected our entire network.

Beginning in March 2020, large public events were cancelled, governmental authorities began imposing restrictions on non-essential activities, businesses suspended travel and popular leisure destinations temporarily closed to visitors.

Certain countries that are key markets for our business have imposed bans on international travelers for specified periods or indefinitely.

As a result, demand for travel declined at a rapid pace in the March 2020 quarter and has remained depressed, which has had an unprecedented and materially adverse impact on our results of operations and financial position.

Although demand has improved at a slow pace since that time, it remains significantly below pre-pandemic levels.

The exact timing and pace of the recovery remain uncertain as certain markets have reopened, some of which have since experienced a resurgence of COVID-19 cases, while others, particularly international markets, remain closed or are enforcing extended quarantines for most U.S. residents.

The U.S. and numerous other countries are now also requiring airline passengers to provide negative COVID-19 test results prior to travel into their countries.

Additionally, some states have instituted travel restrictions, advisories or quarantines for travelers from other states within the U.S. We expect the demand environment to remain depressed until effective vaccines become broadly available, vaccination becomes widespread globally and travel restrictions and advisories begin to ease.

Our forecasted expense and liquidity management initiatives may be modified as the demand environment evolves.

In response to these developments, we have implemented enhanced measures focusing on the safety of our customers and employees, while at the same time seeking to mitigate the impact on our financial position and operations and to position our business for recovery.

*Taking Care of our Customers and Employees.* The safety of our customers and employees is our primary focus.

As the COVID-19 pandemic has progressed, we have taken numerous steps to help promote the safety of our customers and employees on the ground and in the air in keeping with current health-expert recommendations, including:

- Adopting new cleaning procedures on all flights, including regular disinfectant electrostatic spraying on aircraft and sanitizing high-touch areas like tray tables, entertainment screens, armrests and seat-back pockets.

- Taking steps to help employees and customers practice social distancing and promote safety, including:

◦Creating a Global Cleanliness Division to ensure a consistently safe and sanitized experience across our facilities and aircraft.

◦Beginning in May 2020, requiring all customers and customer-facing employees to wear masks.

◦Capping load factors throughout our aircraft and blocking middle seats through at least April 30, 2021.

◦Modifying our boarding and deplaning processes, while providing limited food and beverage service that is designed to reduce physical touch points.

◦Encouraging social distancing throughout all aspects of our operation.

◦Implementing significant workforce social distancing and protection measures, including reconfiguring call center spaces to promote social distancing, increasing cleaning and disinfecting of our facilities and encouraging employees to work remotely when possible.

- Giving customers flexibility to plan and re-book travel, including extending expiration on certain tickets and travel credits through December 2022, eliminating change fees for domestic tickets and international tickets originating from North America, with the exception of Basic Economy tickets, and waiving change fees for all tickets purchased before March 30, 2021.

Additionally, we are extending 2020 Medallion Status an additional year, rolling Medallion Qualification Miles into 2021 and extending Delta SkyMiles American Express Card benefits and Delta Sky Club memberships.

- Offering pay protection to employees who have tested positive for COVID-19, who must quarantine due to exposure to COVID-19, who are considered being at high-risk for illness from COVID-19 according to the Centers for Disease Control and Prevention ("CDC") guidelines and do not have the ability to work remotely.

- Offering on-site rapid COVID-19 testing in most locations and making at-home testing available for all U.S.-based employees.

We have also added rapid testing in most U.S. hubs for active flight crews.

*Capacity Reductions.* Beginning in the second half of March 2020, we experienced a precipitous decrease in demand as COVID-19 spread throughout the world.

While we have increased capacity compared to the lowest levels in April 2020, system capacity remains significantly lower than prior to the COVID-19 pandemic.

During 2020, system capacity was reduced approximately 50% compared to 2019, with international capacity reduced by approximately 65% and domestic capacity reduced by approximately 45%.

System capacity for the March 2020 through December 2020 period, excluding the pre-pandemic months of January and February, was reduced by approximately 60%, with international capacity reduced by approximately 75% and domestic capacity reduced by approximately 50%.

For the March 2021 quarter, system capacity is expected to be down approximately 30%-40% compared to the March 2019 quarter.

As a result of reduced demand and lower capacity, we retired 227 aircraft in 2020 and have temporarily parked approximately 125 aircraft as of December 31, 2020.

*Expense Management.* In response to the reduction in revenue, we have implemented, and will continue to implement, cost saving initiatives, including the following in 2020:

- Reducing capacity as described above to align with expected demand, which has resulted in removing from active service approximately 350 aircraft as of December 31, 2020, including certain fleets or aircraft that we have decided to early retire as described below.

- Consolidating our footprint at our airport facilities, including temporarily closing some Delta Sky Clubs.

- Avoiding furloughs for our U.S. employees and reducing employee-related costs, through the following:

◦Voluntary unpaid leaves of 30 days to 12 months offered to most employees.

◦Offering employees early retirement and voluntary separation programs, with approximately 18,000 employees electing to participate.

| [Report of Independent Registered Public Accounting [removed: Firm](#i9e520fbc9e094b64b139dd151a560bbf_139)] [added: Firm](#i37f8d64a00d24bce88d1b135486c9e43_142) (PCAOB ID: 42)] | | | [removed: [58](#i9e520fbc9e094b64b139dd151a560bbf_139)] [added: [63](#i37f8d64a00d24bce88d1b135486c9e43_142)] | | |

| [Consolidated Balance Sheets - December 31, [removed: 20](#i9e520fbc9e094b64b139dd151a560bbf_142)[20](#i9e520fbc9e094b64b139dd151a560bbf_142)] [added: 20](#i37f8d64a00d24bce88d1b135486c9e43_145)[2](#i37f8d64a00d24bce88d1b135486c9e43_145)[1](#i37f8d64a00d24bce88d1b135486c9e43_145)] [and [removed: 201](#i9e520fbc9e094b64b139dd151a560bbf_142)9] [added: 20](#i37f8d64a00d24bce88d1b135486c9e43_145)20] | | | [removed: [62](#i9e520fbc9e094b64b139dd151a560bbf_142)] [added: [67](#i37f8d64a00d24bce88d1b135486c9e43_145)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 20](#i9e520fbc9e094b64b139dd151a560bbf_148)[20](#i9e520fbc9e094b64b139dd151a560bbf_148)[, 201](#i9e520fbc9e094b64b139dd151a560bbf_148)[9](#i9e520fbc9e094b64b139dd151a560bbf_148)] [added: 20](#i37f8d64a00d24bce88d1b135486c9e43_148)[2](#i37f8d64a00d24bce88d1b135486c9e43_148)[1](#i37f8d64a00d24bce88d1b135486c9e43_148)[, 20](#i37f8d64a00d24bce88d1b135486c9e43_148)[20](#i37f8d64a00d24bce88d1b135486c9e43_148)] [and [removed: 201](#i9e520fbc9e094b64b139dd151a560bbf_148)8] [added: 201](#i37f8d64a00d24bce88d1b135486c9e43_148)9] | | | [removed: [63](#i9e520fbc9e094b64b139dd151a560bbf_148)] [added: [68](#i37f8d64a00d24bce88d1b135486c9e43_148)] | | |

| [Consolidated Statements of [removed: Comprehensive](#i9e520fbc9e094b64b139dd151a560bbf_151) [(](#i9e520fbc9e094b64b139dd151a560bbf_151)[Loss)/](#i9e520fbc9e094b64b139dd151a560bbf_151)[Income for] [added: Comprehensive](#i37f8d64a00d24bce88d1b135486c9e43_151) [Income](#i37f8d64a00d24bce88d1b135486c9e43_151)[/(L](#i37f8d64a00d24bce88d1b135486c9e43_151)[oss)](#i37f8d64a00d24bce88d1b135486c9e43_151) [for] the years ended December 31, [removed: 20](#i9e520fbc9e094b64b139dd151a560bbf_151)[20](#i9e520fbc9e094b64b139dd151a560bbf_151)[, 201](#i9e520fbc9e094b64b139dd151a560bbf_151)[9](#i9e520fbc9e094b64b139dd151a560bbf_151)] [added: 20](#i37f8d64a00d24bce88d1b135486c9e43_151)[2](#i37f8d64a00d24bce88d1b135486c9e43_151)[1](#i37f8d64a00d24bce88d1b135486c9e43_151)[, 20](#i37f8d64a00d24bce88d1b135486c9e43_151)[20](#i37f8d64a00d24bce88d1b135486c9e43_151)] [and [removed: 201](#i9e520fbc9e094b64b139dd151a560bbf_151)8] [added: 201](#i37f8d64a00d24bce88d1b135486c9e43_151)9] | | | [removed: [64](#i9e520fbc9e094b64b139dd151a560bbf_151)] [added: [69](#i37f8d64a00d24bce88d1b135486c9e43_151)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 20](#i9e520fbc9e094b64b139dd151a560bbf_154)[20](#i9e520fbc9e094b64b139dd151a560bbf_154)[, 201](#i9e520fbc9e094b64b139dd151a560bbf_154)[9](#i9e520fbc9e094b64b139dd151a560bbf_154)] [added: 20](#i37f8d64a00d24bce88d1b135486c9e43_154)[2](#i37f8d64a00d24bce88d1b135486c9e43_154)[1](#i37f8d64a00d24bce88d1b135486c9e43_154)[, 20](#i37f8d64a00d24bce88d1b135486c9e43_154)[20](#i37f8d64a00d24bce88d1b135486c9e43_154)] [and [removed: 201](#i9e520fbc9e094b64b139dd151a560bbf_154)8] [added: 201](#i37f8d64a00d24bce88d1b135486c9e43_154)9] | | | [removed: [65](#i9e520fbc9e094b64b139dd151a560bbf_154)] [added: [70](#i37f8d64a00d24bce88d1b135486c9e43_154)] | | |

| [Consolidated Statements of Stockholders' Equity for the years ended December 31, [removed: 20](#i9e520fbc9e094b64b139dd151a560bbf_157)[20](#i9e520fbc9e094b64b139dd151a560bbf_157)[, 201](#i9e520fbc9e094b64b139dd151a560bbf_157)[9](#i9e520fbc9e094b64b139dd151a560bbf_157)] [added: 20](#i37f8d64a00d24bce88d1b135486c9e43_157)[2](#i37f8d64a00d24bce88d1b135486c9e43_157)[1](#i37f8d64a00d24bce88d1b135486c9e43_157)[, 20](#i37f8d64a00d24bce88d1b135486c9e43_157)[20](#i37f8d64a00d24bce88d1b135486c9e43_157)] [and [removed: 201](#i9e520fbc9e094b64b139dd151a560bbf_157)8] [added: 201](#i37f8d64a00d24bce88d1b135486c9e43_157)9] | | | [removed: [66](#i9e520fbc9e094b64b139dd151a560bbf_157)] [added: [71](#i37f8d64a00d24bce88d1b135486c9e43_157)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i9e520fbc9e094b64b139dd151a560bbf_163)] [added: Statements](#i37f8d64a00d24bce88d1b135486c9e43_160)] | | | [removed: [67](#i9e520fbc9e094b64b139dd151a560bbf_163)] [added: [72](#i37f8d64a00d24bce88d1b135486c9e43_160)] | | |

| [Note 1 - Summary of Significant Accounting [removed: Policies](#i9e520fbc9e094b64b139dd151a560bbf_166)] [added: Policies](#i37f8d64a00d24bce88d1b135486c9e43_163)] | | | [removed: [67](#i9e520fbc9e094b64b139dd151a560bbf_166)] [added: [72](#i37f8d64a00d24bce88d1b135486c9e43_163)] | | |

| [removed: [Note](#i9e520fbc9e094b64b139dd151a560bbf_172) [3](#i9e520fbc9e094b64b139dd151a560bbf_172)] [added: [Note](#i37f8d64a00d24bce88d1b135486c9e43_172) [2](#i37f8d64a00d24bce88d1b135486c9e43_172)] [- Revenue [removed: Recognition](#i9e520fbc9e094b64b139dd151a560bbf_172)] [added: Recognition](#i37f8d64a00d24bce88d1b135486c9e43_172)] | | | [removed: [76](#i9e520fbc9e094b64b139dd151a560bbf_172)] [added: [76](#i37f8d64a00d24bce88d1b135486c9e43_172)] | | |

| [removed: [Note](#i9e520fbc9e094b64b139dd151a560bbf_178) [4](#i9e520fbc9e094b64b139dd151a560bbf_178)] [added: [Note](#i37f8d64a00d24bce88d1b135486c9e43_175) [3](#i37f8d64a00d24bce88d1b135486c9e43_175)] [- Fair Value [removed: Measurements](#i9e520fbc9e094b64b139dd151a560bbf_178)] [added: Measurements](#i37f8d64a00d24bce88d1b135486c9e43_175)] | | | [removed: [80](#i9e520fbc9e094b64b139dd151a560bbf_178)] [added: [80](#i37f8d64a00d24bce88d1b135486c9e43_175)] | | |

| [removed: [Note](#i9e520fbc9e094b64b139dd151a560bbf_196) [7](#i9e520fbc9e094b64b139dd151a560bbf_196) [-](#i9e520fbc9e094b64b139dd151a560bbf_196)] [added: [Note](#i37f8d64a00d24bce88d1b135486c9e43_190) [5](#i37f8d64a00d24bce88d1b135486c9e43_190) [-](#i37f8d64a00d24bce88d1b135486c9e43_190)] [Goodwill [removed: and](#i9e520fbc9e094b64b139dd151a560bbf_196)] [added: and](#i37f8d64a00d24bce88d1b135486c9e43_190)] [Intangible [removed: Assets](#i9e520fbc9e094b64b139dd151a560bbf_196)] [added: Assets](#i37f8d64a00d24bce88d1b135486c9e43_190)] | | | [removed: [88](#i9e520fbc9e094b64b139dd151a560bbf_196)] [added: [83](#i37f8d64a00d24bce88d1b135486c9e43_190)] | | |

| [removed: [Note](#i9e520fbc9e094b64b139dd151a560bbf_214) [10](#i9e520fbc9e094b64b139dd151a560bbf_214)] [added: [Note](#i37f8d64a00d24bce88d1b135486c9e43_205) [8](#i37f8d64a00d24bce88d1b135486c9e43_205)] [- Airport [removed: Redevelopment](#i9e520fbc9e094b64b139dd151a560bbf_214)] [added: Redevelopment](#i37f8d64a00d24bce88d1b135486c9e43_205)] | | | [removed: [96](#i9e520fbc9e094b64b139dd151a560bbf_214)] [added: [91](#i37f8d64a00d24bce88d1b135486c9e43_205)] | | |

| [removed: [Note 1](#i9e520fbc9e094b64b139dd151a560bbf_220)[1](#i9e520fbc9e094b64b139dd151a560bbf_220)] [added: [Note](#i37f8d64a00d24bce88d1b135486c9e43_208) [9](#i37f8d64a00d24bce88d1b135486c9e43_208)] [- Employee Benefit [removed: Plans](#i9e520fbc9e094b64b139dd151a560bbf_220)] [added: Plans](#i37f8d64a00d24bce88d1b135486c9e43_208)] | | | [removed: [98](#i9e520fbc9e094b64b139dd151a560bbf_220)] [added: [93](#i37f8d64a00d24bce88d1b135486c9e43_208)] | | |

| [Note [removed: 1](#i9e520fbc9e094b64b139dd151a560bbf_226)[2](#i9e520fbc9e094b64b139dd151a560bbf_226)] [added: 1](#i37f8d64a00d24bce88d1b135486c9e43_214)[0](#i37f8d64a00d24bce88d1b135486c9e43_214)] [- Commitments and [removed: Contingencies](#i9e520fbc9e094b64b139dd151a560bbf_226)] [added: Contingencies](#i37f8d64a00d24bce88d1b135486c9e43_214)] | | | [removed: [104](#i9e520fbc9e094b64b139dd151a560bbf_226)] [added: [99](#i37f8d64a00d24bce88d1b135486c9e43_214)] | | |

| [Note [removed: 1](#i9e520fbc9e094b64b139dd151a560bbf_238)[4](#i9e520fbc9e094b64b139dd151a560bbf_238)] [added: 1](#i37f8d64a00d24bce88d1b135486c9e43_220)[2](#i37f8d64a00d24bce88d1b135486c9e43_220)] [- Equity and Equity [removed: Compensation](#i9e520fbc9e094b64b139dd151a560bbf_238)] [added: Compensation](#i37f8d64a00d24bce88d1b135486c9e43_220)] | | | [removed: [109](#i9e520fbc9e094b64b139dd151a560bbf_238)] [added: [104](#i37f8d64a00d24bce88d1b135486c9e43_220)] | | |

| [Note [removed: 1](#i9e520fbc9e094b64b139dd151a560bbf_244)[5](#i9e520fbc9e094b64b139dd151a560bbf_244)] [added: 1](#i37f8d64a00d24bce88d1b135486c9e43_223)[3](#i37f8d64a00d24bce88d1b135486c9e43_223)] [- Accumulated Other Comprehensive [removed: Loss](#i9e520fbc9e094b64b139dd151a560bbf_244)] [added: Loss](#i37f8d64a00d24bce88d1b135486c9e43_223)] | | | [removed: [110](#i9e520fbc9e094b64b139dd151a560bbf_244)] [added: [106](#i37f8d64a00d24bce88d1b135486c9e43_223)] | | |

[removed: | [Note 1](#i9e520fbc9e094b64b139dd151a560bbf_259)[7](#i9e520fbc9e094b64b139dd151a560bbf_259) [-](#i9e520fbc9e094b64b139dd151a560bbf_259) [(Loss)/](#i9e520fbc9e094b64b139dd151a560bbf_259)[Earnings Per Share](#i9e520fbc9e094b64b139dd151a560bbf_259) | | | [113](#i9e520fbc9e094b64b139dd151a560bbf_259) | | |][added: EARNINGS/(LOSS) PER SHARE]

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 57][added: 62]

We have audited the accompanying consolidated balance sheets of Delta Air Lines, Inc. (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of operations, comprehensive [removed: (loss)/income,] [added: income/(loss),] cash flows, and stockholders' equity for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 12, 2021] [added: 11, 2022] expressed an unqualified opinion thereon.

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and [removed: that] [added: that:] (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

Delta Air Lines, Inc. [removed: 2020] [added: 2021] Form 10-K [removed: 58][added: 63]

| *Description of the Matter* | | | At December 31, [removed: 2020,] [added: 2021,] the fair value of the Company’s benefit plan assets measured at fair value on a recurring basis totaled [removed: $16.6] [added: $20.0] billion, of which [removed: $10.4] [added: $12.7] billion do not have a readily determinable fair value and are measured at net asset value per share (“NAV assets”) as a practical expedient. Management determines the fair value of NAV assets by applying the methodologies described in Note [removed: 11] [added: 9] to the consolidated financial statements. The Company’s expected long-term rate of return on assets for net periodic benefit for the year ended December 31, [removed: 2020] [added: 2021] was [removed: 8.97%.] [added: 8.98%.] The expected return on plan assets provided net periodic benefit of [removed: $1.4] [added: $1.5] billion for the year ended December 31, [removed: 2020.] [added: 2021.] As disclosed in Note [removed: 11] [added: 9] to the consolidated financial statements, the expected long-term rate of return on plan assets is reviewed annually and is based primarily on plan-specific investment studies using historical market return and volatility data. | | |