Delta Air Lines (DAL) 10-K risk factor changes: FY2024 vs FY2023

Our debt [removed: agreements contain various affirmative, negative and financial covenants,] [added: agreements,] including our credit facilities and our SkyMiles financing agreements, [removed: each of which contains a minimum liquidity covenant.][added: contain various affirmative, negative and financial covenants.]

As of December 31, [removed: 2023,] [added: 2024,] 20% of our workforce, primarily pilots, was unionized.

Separately, the NLRA governs Monroe’s relations with the union representing their employees, which generally allows [removed: self help] [added: self-help] after a collective bargaining agreement expires.

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 20 [added: | | |]

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

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 21 [added: | | |]

Our reputation and brand could also be adversely impacted by, among other things, failure to make progress toward and achieve our environmental sustainability [removed: and diversity, equity and inclusion] goals, as well as public pressure from investors or policy groups to change our policies or negative public perception of the environmental impact of air travel.

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 22 [added: | | |]

Disease [removed: outbreaks, such as the COVID-19 pandemic] [added: outbreaks] or [removed: similar] [added: other] public health [removed: threats that may arise in the future,] [added: threats,] and measures implemented to combat them have had, and may in the future have, a material adverse effect on our business.

The [removed: COVID-19 pandemic, the] measures governments and private parties implemented in order to stem [removed: its spread,] [added: the spread of the COVID-19 pandemic,] and the general concern about the virus among [removed: travelers] [added: travelers,] had a material adverse effect on the demand for worldwide air travel compared to historical levels, and consequently upon our business for an extended period.

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 23 [added: | | |]

The airline industry is subject to extensive [removed: government regulation,] [added: regulatory and legal compliance requirements,] which is costly and could materially adversely affect our business.

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

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 24 [added: | | |]

[removed: In addition, inefficiencies] [added: Inefficiencies] in the U.S. air traffic control system, which is regulated by the FAA, can result in delays and disruptions of air traffic, especially during peak travel periods in certain congested markets.

[removed: In addition, some] [added: Some] of our operations are in high-risk legal compliance environments.

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

PFAS are [added: man-made chemicals that have been] used in a wide variety of consumer and industrial products, including the firefighting foams used to extinguish fuel-based fires at airports and refineries.

[removed: Numerous states have adopted regulations governing PFAS as well, and] [added: In addition,] some [added: states] have adopted legislation prohibiting the manufacture, sale, distribution and/or use of firefighting foam containing intentionally added [removed: PFAS.][added: PFAS, which may require the transition to alternative fire suppression systems.]

[added: The] EPA’s [removed: proposed] [added: final] rule under CERCLA, [removed: once finalized,] [added: and analogous state laws,] could subject airports, airlines, and refineries, among others, to potential liability for cleanup of historical PFAS contamination associated with use of PFAS-containing firefighting [removed: foam, and some state laws require transition to alternative fire suppression systems.][added: foam.]

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 25 [added: | | |]

However, [added: compliance with] CORSIA is expected to increase operating costs for airlines that operate internationally.

[removed: The new] [added: That] legislation continues in effect the so-called “stop-the-clock” provision whereby EU ETS does not apply to flights to or from locations outside the EEA, Switzerland or the UK until 2027.

[removed: However, the] [added: The] legislation [added: also] provides for a review of the effectiveness of CORSIA in 2026 that could, if CORSIA is not deemed sufficiently effective, lead to the application of EU ETS to all flights departing the EU and EEA.

In addition, significant or volatile changes in exchange rates between the U.S. dollar and other currencies, and the imposition of exchange controls or other currency restrictions, may have a material adverse effect on our liquidity, financial [removed: conditions] [added: condition] and results of operations.

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There have also been recent legal developments in the United States that may change the way historical obligations have been interpreted or applied.

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For example, in 2024, the EPA finalized regulations defining certain per- and polyfluoroalkyl substances ("PFAS") as "hazardous substances" under the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), and the EPA also finalized regulations establishing drinking water standards for certain PFAS under the Safe Drinking Water Act.

Numerous states have adopted regulations governing PFAS as well.

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In 2024, the UK also adopted SAF mandate legislation, and other countries are considering mandates.

Monroe’s purchase of RINs at elevated prices in the future could have a material impact on our consolidated results of operations and cash flows.

For example, in 2022, the EPA proposed regulations to define certain PFAS as "hazardous substances" under CERCLA, and the EPA has proposed to regulate certain PFAS as "hazardous constituents" under RCRA.

The EPA is also proposing to regulate PFAS under the Safe Drinking Water Act.

| (in millions) | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | | | | | | | | | |

| Salaries and related costs | | | $ | [removed: 14,607] [added: 16,161] | | $ | [removed: 11,902] [added: 14,607] | | | | | $ | [removed: 2,705] [added: 1,554] | | [removed: 23] [added: 11] | | % |

| Aircraft fuel and related taxes | | | [removed: 11,069] [added: 10,566] | | | [removed: 11,482] [added: 11,069] | | | | | | [removed: (413)] [added: (503)] | | | [removed: (4)] [added: (5)] | | % |

| Ancillary businesses and refinery | | | [removed: 4,172] [added: 5,416] | | | [removed: 5,756] [added: 4,172] | | | | | | [removed: (1,584)] [added: 1,244] | | | [removed: (28)] [added: 30] | | % |

| Contracted services | | | [removed: 4,041] [added: 4,228] | | | [removed: 3,345] [added: 4,041] | | | | | | [removed: 696] [added: 187] | | | [removed: 21] [added: 5] | | % |

| Landing fees and other rents | | | [removed: 2,563] [added: 3,150] | | | [removed: 2,181] [added: 2,563] | | | | | | [removed: 382] [added: 587] | | | [removed: 18] [added: 23] | | % |

| Aircraft maintenance materials and outside repairs | | | [removed: 2,432] [added: 2,616] | | | [removed: 1,982] [added: 2,432] | | | | | | [removed: 450] [added: 184] | | | [removed: 23] [added: 8] | | % |

| Depreciation and amortization | | | [removed: 2,341] [added: 2,513] | | | [removed: 2,107] [added: 2,341] | | | | | | [removed: 234] [added: 172] | | | [removed: 11] [added: 7] | | % |

| Passenger commissions and other selling expenses | | | [removed: 2,334] [added: 2,485] | | | [removed: 1,891] [added: 2,334] | | | | | | [removed: 443] [added: 151] | | | [removed: 23] [added: 6] | | % |

| Regional carrier expense | | | [removed: 2,200] [added: 2,328] | | | [removed: 2,051] [added: 2,200] | | | | | | [removed: 149] [added: 128] | | | [removed: 7] [added: 6] | | % |

| Passenger service | | | [removed: 1,750] [added: 1,788] | | | [removed: 1,453] [added: 1,750] | | | | | | [removed: 297] [added: 38] | | | [removed: 20] [added: 2] | | % |

| Profit sharing | | | [removed: 1,383] [added: 1,389] | | | [removed: 563] [added: 1,383] | | | | | | [removed: 820] [added: 6] | | | [removed: 146] [added: —] | | % |

| Pilot agreement and related expenses | | | [removed: 864] [added: —] | | | [removed: —] [added: 864] | | | | | | [removed: 864] [added: (864)] | | | NM | | |

| Aircraft rent | | | [removed: 532] [added: 548] | | | [removed: 508] [added: 532] | | | | | | [removed: 24] [added: 16] | | | [removed: 5] [added: 3] | | % |

| Total operating expense | | | $ | [removed: 52,527] [added: 55,648] | | $ | [removed: 46,921] [added: 52,527] | | | | | $ | [removed: 5,606] [added: 3,121] | | [removed: 12] [added: 6] | | % |

[removed: *Salaries] [added: *Pilot agreement] and [removed: Related Costs.*] [added: related expenses.* In the March 2023 quarter,] Delta pilots ratified a new four-year Pilot Working Agreement effective January 1, 2023.

*Aircraft Fuel and Related Taxes.* Fuel expense decreased [removed: $413] [added: $503] million compared to [removed: 2022] [added: 2023] primarily due to [removed: an 18%] [added: a 12%] decrease in the market price of jet fuel partially offset by a [removed: 15%] [added: 5%] increase in consumption on a [removed: 17%] [added: 6%] increase in [removed: capacity.][added: capacity, resulting in a 1% improvement in fuel efficiency.]

| (in millions, except per gallon data) | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | | | | | | |

| Fuel hedge impact | | | [removed: (52)] [added: 21] | | | [removed: 29] [added: (52)] | | | [removed: (81)] [added: 73] | | | | | | [removed: (0.01)] [added: 0.01] | | | [removed: 0.01] [added: (0.01)] | | | [removed: (0.02)] [added: 0.02] | | |

| Refinery segment impact | | | [removed: (385)] [added: (38)] | | | [removed: (777)] [added: (385)] | | | [removed: 392] [added: 347] | | | | | | [removed: (0.10)] [added: (0.01)] | | | [removed: (0.23)] [added: (0.10)] | | | [removed: 0.13] [added: 0.09] | | |

| Total fuel expense | | | $ | [removed: 11,069] [added: 10,566] | | $ | [removed: 11,482] [added: 11,069] | | [removed: $] | [removed: (413)] | | | | | [removed: $] | [removed: 2.82] | | $ | [removed: 3.36] [added: 2.57] | | $ | [removed: (0.54)] [added: 2.82] | | [added: | | | | | |]

*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 [removed: wholesale] [added: package] operations.

The [removed: decline] [added: increase] in these expenses was primarily related to [removed: lower] [added: higher] refinery sales to third parties, which [removed: decreased $1.6] [added: increased $1.3] billion compared to [removed: 2022.][added: 2023.]

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 37 [added: | | |]

*Landing Fees and Other Rents.* The increase in landing fees and other rents resulted from higher rates charged by airports following extensive redevelopment projects at numerous facilities and more flights compared to [removed: 2022 that contributed to our increased capacity.][added: 2023.]

[removed: *Pilot agreement and related expenses.* In addition to the actions in salaries and related costs described above, the ratified pilot] [added: The] agreement also includes a provision for a one-time payment made upon ratification [removed: during] [added: in the March] 2023 [added: quarter] of $735 million.

*Other.* The increase in other is primarily due to higher volume-related expenses associated with increased capacity, such as flight crew and other employee travel and incidental [removed: costs,] [added: costs] and [removed: inflationary pressures.][added: the impact of service recovery costs including customer expense reimbursements from the CrowdStrike-caused outage.]

| (in millions) | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | | | | | | |

| Interest expense, net | | | $ | [removed: (834)] [added: (747)] | | $ | [removed: (1,029)] [added: (834)] | | | | | $ | [removed: 195] [added: 87] | |

| Gain/(loss) on investments, net | | | [removed: 1,263] [added: (319)] | | | [removed: (783)] [added: 1,263] | | | | | | [removed: 2,046] [added: (1,582)] | | |

| Loss on extinguishment of debt | | | [removed: (63)] [added: (39)] | | | [removed: (100)] [added: (63)] | | | | | | [removed: 37] [added: 24] | | |

| Miscellaneous, net | | | [removed: (35)] [added: (232)] | | | [removed: (127)] [added: (279)] | | | | | | [removed: 92] [added: 47] | | |

| Total non-operating [removed: income/(expense),] [added: (expense)/income,] net | | | $ | [removed: 87] [added: (1,337)] | | $ | [removed: (1,747)] [added: 87] | | | | | $ | [removed: 1,834] [added: (1,424)] | |

This decreased [removed: as] compared to [removed: 2022 as a result of our] [added: 2023 primarily on] reduced interest expense resulting from our debt reduction [removed: initiatives and increased] [added: initiatives, which was partially offset by lower] interest income.

We [removed: will] continue to seek opportunities to pre-pay our debt, in addition to periodic amortization payments and scheduled maturities, during [removed: 2024] [added: 2025] and beyond.

Interest income [removed: increased as a result of higher interest rates] [added: decreased due to lower cash, cash equivalents] and [removed: higher] short-term investment balances throughout most of [removed: 2023.][added: 2024.]

[removed: The increase compared to 2022 is due to net] [added: Net] unrealized gains on our equity [added: method] investments during [removed: 2023,] [added: 2023 were] primarily [added: related to] Wheels Up, Hanjin-KAL and LATAM.

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 38 [added: | | |]

*Loss on extinguishment of debt.* [removed: Loss on extinguishment of debt] [added: This] reflects the losses incurred in the early repayment of debt referenced above.

*Miscellaneous, net.* Miscellaneous, net primarily includes [added: employee benefit plans net periodic cost, charitable contributions,] our share of [removed: net results from] our equity method [removed: investments, charitable contributions] [added: investments' results] and foreign exchange gains/(losses).

| Other | | | 2,460 | | | 2,239 | | | | | | 221 | | | 10 | | % |

*Salaries and Related Costs.* The increase in salaries and related costs primarily resulted from the implementation of base pay increases for eligible employees of 5% effective June 1, 2024 and for Delta pilots on January 1, 2024.

In June 2024 we also increased our minimum starting wage for domestic mainline employees to $19 per hour.

Salaries and related costs also increased due to additional crew-related costs resulting from the CrowdStrike-caused outage and costs to support increased traffic.

Employee benefits increased on higher healthcare expenses and from travel passes awarded to employees in recognition of their hard work through the summer.

Fuel expense was also approximately $50 million lower than it would have been as a result of the 7,000 flight cancellations over the five-day period following the CrowdStrike-caused outage.

| Fuel purchase cost(1) | | | $ | 10,583 | | $ | 11,506 | | $ | (923) | | | | | $ | 2.57 | | $ | 2.93 | | $ | (0.36) | |

See "Refinery Segment" below for additional details on the refinery's operations, including third party refinery sales.

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During 2024, we made $4.0 billion of payments on debt and finance lease obligations, including approximately $1.1 billion of early repayments.

This included early extinguishment of $844 million in principal related to a portion of the SkyMiles Term Loan and various secured and unsecured notes, and approximately $280 million for finance leased aircraft that were purchased.

Interest rates on the Payroll Support Program loans are 1.00% for the first five years and the applicable SOFR plus 2.00% in the final five years.

The applicable interest rates will begin to adjust for each loan in April 2025, January 2026 and April 2026.

Our effective tax rate is impacted by net pre-tax income or loss recognized on our equity investments, which are considered capital assets for tax purposes, because realized capital losses can only be deducted against realized capital gains.

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The refinery regularly optimizes its sales and exchange activities of non-jet fuel products based on market conditions and the availability of counterparties for exchanges.

Refinery revenues increased in 2024, primarily driven by the increase in third party refinery sales on reduced exchanges of non-jet fuel products due to the availability of exchange counterparties, and reduced production in 2023 related to the planned maintenance turnaround.

| Exchanged products | | | $ | 1,473 | | $ | 2,354 | | (37) | | % |

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Payments are typically due to us monthly based on the volume of miles sold during the period.

Total cash sales to American Express were $7.4 billion during 2024, an increase of 8% compared to the prior year.

See Note 2 of the Notes to the Consolidated Financial Statements for further information regarding the cash sales from marketing agreements.

We expect continued higher market price volatility compared to historical levels due to geopolitical events.

We had no minimum funding requirements in 2024, and estimate that there will be approximately $80 million of minimum funding requirements under these plans in 2025.

Payments to defined contribution plans were approximately $1.3 billion during the year ended December 31, 2024.

Benefit payments for these obligations are expected to be approximately $500 million on an annual basis over the next five years.

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*Income Taxes.* We expect to utilize our remaining net operating loss carryforwards during 2025.

Once these are exhausted, under current tax laws, we expect to be a partial cash taxpayer during 2025.

During 2024 our investment strategy shifted to no longer include short-term investments and accordingly as of December 31, 2024 we have no short-term investments and do not expect any further activity in the foreseeable future.

*New York-LaGuardia Redevelopment.* In 2024, we substantially completed all construction for the replacement of Terminals C and D of the New York-LaGuardia Airport with a new state-of-the-art terminal facility.

The project cost approximately $4.2 billion and was funded through debt issuance, existing cash and a Port Authority contribution of approximately $500 million.

We expect only a small amount of spend in 2025 as the project is finalized.

*Los Angeles International Airport ("LAX") Construction.* In 2023, we substantially completed all construction for the LAX upgrade and modernization project that consolidates Terminals 2 and 3, as well as connects these terminals to the Tom Bradley International Terminal.

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| Other | | | 2,239 | | | 1,700 | | | | | | 539 | | | 32 | | % |

Additional effects of this agreement are described below under pilot agreement and related expenses.

We also implemented base pay increases for eligible non-pilot employees of 5% effective April 1, 2023.

Further, we have approximately 8,000 more employees as of December 31, 2023 than at December 31, 2022 principally in in-flight service, flight operations and aircraft maintenance, in order to support the growth in our operations.

Each of these actions contributed to the increase in salaries and related costs.

| Fuel purchase cost (1) | | | $ | 11,506 | | $ | 12,230 | | $ | (724) | | | | | $ | 2.93 | | $ | 3.58 | | $ | (0.65) | |

The decrease in third-party refinery sales resulted from lower pricing and the turnaround, which was completed between September and November 2023.

*Contracted Services.* Contracted services expenses increased compared to 2022 due to higher-volume related expenses associated with increased capacity, in addition to inflationary pressures.

*Item 7.

*Aircraft Maintenance Materials and Outside Repairs.* Aircraft maintenance materials and outside repairs increased as we continued to invest in the operational reliability of our fleet, in particular related to engine overhauls on our B-757 aircraft, in addition to higher material costs.

*Passenger Commissions and Other Selling Expenses.* The increase in passenger revenue in 2023, compared to 2022, directly led to increased passenger commissions and selling expenses.

*Passenger Service.* Passenger service expenses increased compared to 2022 due to higher volume-related expenses associated with increased traffic.

*Profit Sharing.* Profit sharing increased by $820 million during 2023 due to higher profit during the year.

Our profit sharing program pays 10% to all eligible employees for the first $2.5 billion of annual profit, as defined by the terms of the program, and 20% of annual profit above $2.5 billion.

| Pension and related (expense)/benefit | | | (244) | | | 292 | | | | | | (536) | | |

During 2023, we made $4.1 billion of payments on debt and finance lease obligations, including early repayment activities of $1.4 billion in principal for the early repurchase of various secured and unsecured notes and the SkyMiles Term Loan on the open market and $585 million in early principal repayments on various notes secured by aircraft.

During 2023, we recorded a $786 million mark-to-market gain on our investment in Wheels Up based on the closing price of its shares as traded on the New York Stock Exchange.

As of December 31, 2023, Wheels Up's public float was under 5% of the total outstanding shares which contributed to significant volatility in the value of our Wheels Up equity investment since the announcement of Wheels Up's credit facility in September 2023.

Net unrealized losses on our equity investments during 2022 were primarily related to LATAM, Hanjin-KAL and Wheels Up.

MD&A - Non-Operating Results*

*Pension and related (expense)/benefit.* Pension and related (expense)/benefit reflects the net periodic (cost)/benefit of our pension and other postretirement and postemployment benefit plans.

Our effective tax rate in 2023 was impacted by mark-to-market adjustments on our equity investments which are considered capital assets for tax purposes.

Between mid-September 2023 and mid-November 2023, the refinery completed a turnaround and did not produce any refined products during this time.

The turnaround was in accordance with the long-term maintenance plan for the facility to allow for the safe completion of major repairs and upgrades.

| Exchange products | | | $ | 2,354 | | $ | 3,475 | | (32) | | % |

Refinery revenues decreased in 2023, primarily driven by the decrease in exchange products and third-party refinery sales.

These decreases resulted from lower pricing and the turnaround, which was completed between September and November 2023.

Observable RINs prices declined during 2023 and we acquired RINs assets to satisfy substantially all of our 2023 RINs obligation.

During 2023, we retired approximately $700 million of our 2021 and 2022 RINs assets to settle our 2021 and 2022 obligations prior to the compliance deadlines.

MD&A - Financial Condition and Liquidity*

We expect elevated jet fuel prices in comparison to historical levels to continue during the beginning of 2024 due to current market conditions, further exacerbated by geopolitical events.

These plans are generally closed to new entrants and are frozen for future benefit accruals.

We had no minimum funding requirements in 2023, and have no such requirements in 2024.

At the current level of funding, plan assets and investment returns are expected to satisfy a majority of future benefit payments.

Estimates of future funding requirements are based on various assumptions and could vary materially from actual funding requirements.

Assumptions include, among other things, the actual and projected market performance of assets, statutory requirements and demographic data for participants.

*New York-JFK Airport Expansion.* We are enhancing and expanding our facilities at Terminal 4 of JFK to strengthen our competitive position and offer a premium travel experience for customers in New York City.

Terminal 4 is operated by JFK International Air Terminal LLC ("IAT"), a private party, under its lease with the Port Authority of New York and New Jersey ("Port Authority").

We have a long-term agreement with IAT to sublease space in Terminal 4 through 2043.

At December 31, [removed: 2023,] [added: 2024,] we had [removed: $16.8] [added: $14.5] billion of fixed-rate debt, [removed: $1.9] [added: $0.9] billion of variable-rate debt and [removed: $583 million] [added: $0.4 billion] of variable-rate leases.

The rates used in our variable-rate debt are based on [removed: SOFR,] [added: Secured Overnight Financing Rate ("SOFR"),] or another index rate, which in certain cases is subject to a floor.

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: $716] [added: $620] million at December 31, [removed: 2023] [added: 2024] and would have increased the annual interest expense on our variable-rate debt and variable-rate leases by [removed: $25] [added: $12] million.

At December 31, [removed: 2023] [added: 2024] we had no open foreign currency options or forward contracts.

During [removed: 2023,] [added: 2024,] we recorded a net [removed: gain] [added: loss] of [removed: $1.3 billion] [added: $319 million] related to the valuation of our fair value [removed: investments.][added: investments compared to a net gain of $1.3 billion in 2023.]

As of December 31, [removed: 2023,] [added: 2024,] we [removed: have] [added: had] long-term investments recorded at fair value of [removed: $2.9] [added: $2.4] billion and, therefore, a 10% change in the fair value of these investments would have an approximately [removed: $290] [added: $240] million impact on our financial results.

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [removed: 54][added: | | | | | | 51 | | |]

As of December 31, 2024, our investments denominated in foreign currencies (AirFrance-KLM, China Eastern, Hanjin-KAL and LATAM) were recorded at a fair value of $1.6 billion.

A 10% change in the value of those respective currencies against the U.S. dollar would have an approximately $160 million impact on our financial statements.

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At December 31, 2023 we no longer had LIBOR-based debt or finance leases.

Like the ICAO standards, the final EPA standards [removed: would] [added: do] not apply to engines on in-service aircraft.

For example, in 2023, the EU adopted legislation that [removed: will impose] [added: imposes] a SAF mandate on fuel supplied at EU airports.

The Airport Noise and Capacity Act of 1990 recognizes the rights of operators of [added: U.S.] airports with noise problems to implement local noise abatement programs so long as such programs do not interfere unreasonably with interstate or foreign commerce or the national air transportation system.

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

[removed: In] [added: However, in] June 2023, the EPA finalized RFS volume requirements for 2023, 2024 and [removed: 2025.][added: 2025, which has ameliorated the historical volatility in market prices for RINs.]

We have agreed to make available under the CRAF Program a portion of our international aircraft during the contract period that ends on [removed: September 30, 2024.][added: October 31, 2030, with the opportunity to opt in or out of the program every two years.]

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [removed: 14][added: | | | | | | 13 | | |]

Bastian, Age [removed: 66:] [added: 67:] 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).

Hauenstein, Age [removed: 63:] [added: 64:] 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).

Ausband, Age [removed: 61:] [added: 62:] Executive Vice President - Chief [added: People Officer of Delta since January 2025; Executive Vice President - Chief] Customer Experience Officer of Delta [removed: since June 2021;] [added: (June 2021 - December 2024);] 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 [removed: 62:] [added: 63:] 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).

Carter, Age [removed: 60:] [added: 61:] Executive Vice President - [added: Chief] External Affairs [added: Officer] of Delta since October 2022; Executive Vice President - Chief Legal Officer of Delta (July 2015 - October 2022); 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.

Janki, Age [removed: 55:] [added: 56:] 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).

Laughter, Age [removed: 53:] [added: 54:] President - Delta TechOps and Chief of Operations since October 2023; Executive Vice President - Chief of Operations of Delta (June 2021 - October 2023); 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 [removed: 57:] [added: 58:] 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).

Sear, Age [removed: 58:] [added: 59:] 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).

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [removed: 15][added: | | | | | | 14 | | |]

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [removed: 16][added: | | | | | | 15 | | |]

The secure operation of our networks and systems, and those of our business partners and third-party service providers, on which this type of information is [removed: stored,] processed [removed: and maintained] is critical to our business operations and strategy.

As a result of these types of risks and regular attacks on our systems, we [removed: regularly] review and update procedures and processes to prevent and protect against unauthorized access to our systems and information and inadvertent misuse of data.

In addition to [removed: continuously] assessing risk and reviewing our procedures, processes and technologies, we continue to educate our employees [added: and contractors] about these risks and to monitor, review and update the process and control requirements we expect third parties and vendors to leverage and implement for the protection of [added: Delta] information [removed: regarding our customers, employees or business partners that is] in their care.

The compromise of our or our business partners’ or third-party service providers’ technology systems [removed: resulting in the loss, interruption, disclosure, misappropriation of, or access to, our information or that of our customers, employees or business partners] could result in legal claims or proceedings, [removed: liability] [added: liability, fines] or [added: other] regulatory [removed: penalties under laws protecting the privacy and security of personal information,] [added: enforcement actions,] disruption to our operations and damage to our reputation, any or all of which could adversely affect our business.

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [removed: 17][added: | | | | | | 16 | | |]

A significant individual, sustained or repeated failure of our information technology infrastructure, including third-party [removed: networks] [added: networks, software-as-a-service applications, cloud services, or technology that] we utilize and on which we depend, could impact our operations and our customer service, result in [added: loss of revenue,] increased costs and damage our reputation.

For example, substantially all of our tickets are issued to our customers as electronic tickets, and a [removed: growing] [added: significant] number of our customers check in [added: for flights] using our website, airport kiosks and our FlyDelta mobile application.

We [removed: are] [added: have] also [removed: investing] [added: invested] in significant upgrades to technology infrastructure and other supporting systems and [removed: transitioning] [added: a transition] to cloud-based technologies.

If this technology does not perform effectively, including as a result of the implementation or integration of new or upgraded technologies or systems, our business and operations [removed: would] [added: can] be negatively affected, which could be material.

Fuel costs represented [removed: 21%, 24%] [added: 19%, 21%] and [removed: 20%] [added: 24%] of our operating expense in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

Fuel prices are highly volatile and at times have [removed: increased substantially.][added: adjusted substantially in relatively short periods of time.]

The cost of the [added: jet] fuel we purchase under these arrangements remains subject to [removed: volatility in] [added: volatility, including from] the cost of crude [removed: oil and jet fuel.][added: oil.]

Weather-related events, natural disasters, political disruptions or disputes involving oil-producing countries, changes in governmental policy concerning aircraft fuel production, transportation or taxes, changes in refining capacity or refining priorities, environmental concerns and other unpredictable events may impact crude oil and [added: jet] fuel supply and could result in shortages in the future.

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [removed: 18][added: | | | | | | 17 | | |]

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [removed: 19][added: | | | | | | 18 | | |]

In 2024, the U.S. Environmental Protection Agency (the "EPA") finalized regulations defining certain per- and polyfluoroalkyl substances ("PFAS") as "hazardous substances" under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), and the EPA also finalized standards regulating PFAS under the Safe Drinking Water Act.

PFAS are man-made chemicals that have been used in a wide variety of consumer and industrial products, including the firefighting foams used to extinguish fuel-based fires at airports and refineries.

Numerous states have adopted regulations governing PFAS as well.

The EPA’s final rule under CERCLA, and analogous state laws could subject airports, airlines, and refineries, among others, to potential liability for cleanup of historical PFAS contamination associated with use of PFAS-containing firefighting foam.

In addition, some states have adopted legislation prohibiting the manufacture, sale, distribution and/or use of firefighting foam containing intentionally added PFAS, which may require transition to alternative fire suppression systems.

Delta has been developing plans to transition its aircraft maintenance hangars to systems that do not contain intentionally added PFAS.

The ultimate impact and associated cost to Delta of these legislative and regulatory developments cannot be predicted at this time.

*GHG Emissions*.

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, 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 goal for the aviation industry to achieve carbon-neutral growth in international aviation beginning in 2021.

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

ICAO set the baseline for establishing airlines’ obligations under CORSIA for 2021 to 2023 based on 2019 travel, and in 2022 set a new, more stringent CORSIA baseline of 85% of 2019, which will apply from 2024 through 2035.

The pilot phase of the CORSIA program ran from 2021 through 2023, and is being 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 agreed to participate in these voluntary phases.

Participation in the second phase is mandatory for certain countries, including the United States.

The U.S. government has not yet enacted legislation to mandate that U.S. operators participate in CORSIA.

Nonetheless, we have voluntarily submitted verified emissions reports on our annual international emissions.

While airlines had no offsetting obligations during the pilot phase of CORSIA as a result of the impact of the COVID-19 pandemic on international travel, we expect that international airline emissions will likely exceed the new baseline during the next phase (2024 – 2026).

Because certain CORSIA program details remain to be developed and could potentially be affected by political developments in participating countries or the results of the initial phases of the program, the impact of CORSIA cannot be predicted at this time.

However, CORSIA is expected to increase operating costs for airlines that operate internationally.

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

Under these regulations, any airline with flights originating or landing in the European 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.

The initial scope of the ETS, however, was narrowed so that it would apply only to flights within the EEA through 2023 to align with the pilot phase of CORSIA.

In 2023, the EU adopted new legislation extending this narrow scope of the EU ETS until 2027.

It also requires a review of CORSIA’s effectiveness in 2026, which could potentially lead to expansion of the EU ETS to include all flights departing the EU and EEA.

As a result of the United Kingdom’s ("UK") withdrawal from the EU, UK flights are no longer part of the EU ETS and are instead regulated under a separate UK ETS scheme.

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

In 2024, the UK also adopted legislation that imposes a SAF mandate on producers that supply fuel to UK airports, and other countries are also considering similar mandates.

| | | | | | | | | | |

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

In November 2023, the Netherlands suspended the initial phase of the plan, and in 2024, the Netherlands Supreme Court found that the Dutch government’s flight reduction plan was unlawful.

The Dutch government has issued a revised plan, which is under review with the European Commission.

Neither the outcome of the review of the plan, nor the impact of its implementation, can be determined at this time.

| | | | | | | | | | |

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

Erik S.

Snell, Age 48: Executive Vice President - Chief Customer Experience Officer of Delta since January 2025; Senior Vice President - Airport Customer Service, Cargo Operations, Ground Support Equipment and Global Clean (June 2022 - December 2024); Senior Vice President - Operations & Customer Center, Operations Analytics, and Delta Connection (October 2020 - June 2022); Senior Vice President - Corporate Planning (March 2020 - October 2020); Senior Vice President - Operations & Customer Center (September 2018 - March 2020); Vice President - Operations & Customer Center (March 2017 - August 2018); Vice President - Delta Connection (November 2015 - March 2017); Chief Executive Officer of Delta Global Services and Delta Private Jets (March 2015 - November 2015).

| | | | | | | | | | |

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

*Item 1.

The legal challenge resulted in a ruling against the industry, but an appeal is currently pending before the Supreme Court of the Netherlands.

In November 2023, the Netherlands suspended the initial phase of the plan; however, the government continues to support a second-phase plan to reduce flights at Schiphol.

The outcome cannot be determined at this time.

These volume requirements are below projected production of Transportation Fuels, which has resulted in a decrease in the price of RINs.

Joanne D.

Smith, Age 65: 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).

Mike Spanos, Age 59: Chief Operating Officer of Delta since June 2023; President and Chief Executive Officer of Six Flags Entertainment Corporation (November 2019 - November 2021); Chief Executive Officer, Asia, Middle East and North Africa of PepsiCo, Inc. (January 2018 - November 2019); previously served in a variety of management roles of increasing responsibility at PepsiCo, Inc. since 1993.

As a regular part of our ordinary business operations, we collect and store sensitive data, including information necessary for our operations, personal information of our passengers and employees and information of our business partners.

The costs to remediate breaches and similar system compromises that do occur could be material.

While we have in place initiatives to prevent disruptions and disaster recovery plans and continue to invest in improvements to these initiatives and plans, we have previously experienced infrastructure disruptions.

These measures may not be adequate to prevent a future business disruption and any material adverse financial and reputational consequences to our business as recent outages of large cloud providers whom we rely on has shown.

In 2023, our average fuel price per gallon was $2.82, ranging from a monthly low of approximately $2.41 per gallon to a monthly high of approximately $3.18 per gallon.

Some regional carriers, including our wholly owned subsidiary, Endeavor, are facing a shortage of qualified pilots and experiencing operating constraints as a result.

If this shortage becomes more widespread, third-party regional carriers may not be able to comply with their obligations to us, and Endeavor may not be able to perform as expected, which could reduce our expected capacity and affect our revenue, resulting in a material adverse effect on our business and results of operations.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[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: 2023] [added: 2024] was approximately [removed: $30.4] [added: $30.6] billion.

On January 31, [removed: 2024,] [added: 2025,] there were outstanding [removed: 643,323,851] [added: 645,962,006] shares of the registrant's common stock.

Part III of this Form 10-K incorporates by reference certain information from the registrant's definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission.

| [Forward-Looking [removed: Statements](#i01f2c2b1323549aeb42f57664a8b19a9_10)] [added: Statements](#ie6343caf72294276ab9a69e69bd23128_10)] | | | [removed: [1](#i01f2c2b1323549aeb42f57664a8b19a9_10)] [added: [1](#ie6343caf72294276ab9a69e69bd23128_10)] | | |

| [ITEM 1. [removed: BUSINESS](#i01f2c2b1323549aeb42f57664a8b19a9_16)] [added: BUSINESS](#ie6343caf72294276ab9a69e69bd23128_16)] | | | [removed: [2](#i01f2c2b1323549aeb42f57664a8b19a9_16)] [added: [2](#ie6343caf72294276ab9a69e69bd23128_16)] | | |

| [ITEM 1A. RISK [removed: FACTORS](#i01f2c2b1323549aeb42f57664a8b19a9_40)] [added: FACTORS](#ie6343caf72294276ab9a69e69bd23128_40)] | | | [removed: [17](#i01f2c2b1323549aeb42f57664a8b19a9_40)] [added: [17](#ie6343caf72294276ab9a69e69bd23128_40)] | | |

| [Risk Factors Relating to [removed: Delta](#i01f2c2b1323549aeb42f57664a8b19a9_43)] [added: Delta](#ie6343caf72294276ab9a69e69bd23128_43)] | | | [removed: [17](#i01f2c2b1323549aeb42f57664a8b19a9_43)] [added: [17](#ie6343caf72294276ab9a69e69bd23128_43)] | | |

| [Risk Factors Relating to the Airline [removed: Industry](#i01f2c2b1323549aeb42f57664a8b19a9_46)] [added: Industry](#ie6343caf72294276ab9a69e69bd23128_46)] | | | [removed: [23](#i01f2c2b1323549aeb42f57664a8b19a9_46)] [added: [23](#ie6343caf72294276ab9a69e69bd23128_46)] | | |

| [ITEM 1B. UNRESOLVED STAFF [removed: COMMENTS](#i01f2c2b1323549aeb42f57664a8b19a9_49)] [added: COMMENTS](#ie6343caf72294276ab9a69e69bd23128_49)] | | | [removed: [26](#i01f2c2b1323549aeb42f57664a8b19a9_49)] [added: [26](#ie6343caf72294276ab9a69e69bd23128_49)] | | |

| [ITEM 1C. [removed: CYBERSECURITY](#i01f2c2b1323549aeb42f57664a8b19a9_2654)] [added: CYBERSECURITY](#ie6343caf72294276ab9a69e69bd23128_52)] | | | [removed: [27](#i01f2c2b1323549aeb42f57664a8b19a9_2654)] [added: [27](#ie6343caf72294276ab9a69e69bd23128_52)] | | |

| [ITEM 2. [removed: PROPERTIES](#i01f2c2b1323549aeb42f57664a8b19a9_52)] [added: PROPERTIES](#ie6343caf72294276ab9a69e69bd23128_55)] | | | [removed: [29](#i01f2c2b1323549aeb42f57664a8b19a9_52)] [added: [29](#ie6343caf72294276ab9a69e69bd23128_55)] | | |

| [Flight [removed: Equipment](#i01f2c2b1323549aeb42f57664a8b19a9_55)] [added: Equipment](#ie6343caf72294276ab9a69e69bd23128_58)] | | | [removed: [29](#i01f2c2b1323549aeb42f57664a8b19a9_55)] [added: [29](#ie6343caf72294276ab9a69e69bd23128_58)] | | |

| [Ground [removed: Facilities](#i01f2c2b1323549aeb42f57664a8b19a9_58)] [added: Facilities](#ie6343caf72294276ab9a69e69bd23128_61)] | | | [removed: [30](#i01f2c2b1323549aeb42f57664a8b19a9_58)] [added: [30](#ie6343caf72294276ab9a69e69bd23128_61)] | | |

| [ITEM 3. LEGAL [removed: PROCEEDINGS](#i01f2c2b1323549aeb42f57664a8b19a9_61)] [added: PROCEEDINGS](#ie6343caf72294276ab9a69e69bd23128_64)] | | | [removed: [31](#i01f2c2b1323549aeb42f57664a8b19a9_61)] [added: [31](#ie6343caf72294276ab9a69e69bd23128_64)] | | |

| [ITEM 4. MINE SAFETY [removed: DISCLOSURES](#i01f2c2b1323549aeb42f57664a8b19a9_64)] [added: DISCLOSURES](#ie6343caf72294276ab9a69e69bd23128_67)] | | | [removed: [31](#i01f2c2b1323549aeb42f57664a8b19a9_64)] [added: [31](#ie6343caf72294276ab9a69e69bd23128_67)] | | |

| [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED [removed: STOCKHOLDER](#i01f2c2b1323549aeb42f57664a8b19a9_70)] [added: STOCKHOLDER](#ie6343caf72294276ab9a69e69bd23128_73)] [MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i01f2c2b1323549aeb42f57664a8b19a9_70)] [added: SECURITIES](#ie6343caf72294276ab9a69e69bd23128_73)] | | | [removed: [32](#i01f2c2b1323549aeb42f57664a8b19a9_70)] [added: [32](#ie6343caf72294276ab9a69e69bd23128_73)] | | |

| [ITEM 6. [removed: (RESERVED)](#i01f2c2b1323549aeb42f57664a8b19a9_82)] [added: (RESERVED)](#ie6343caf72294276ab9a69e69bd23128_85)] | | | [removed: [33](#i01f2c2b1323549aeb42f57664a8b19a9_82)] [added: [33](#ie6343caf72294276ab9a69e69bd23128_85)] | | |

| [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION [removed: AND](#i01f2c2b1323549aeb42f57664a8b19a9_85)] [added: AND](#ie6343caf72294276ab9a69e69bd23128_88)] [RESULTS OF [removed: OPERATION](#i01f2c2b1323549aeb42f57664a8b19a9_85)S] [added: OPERATION](#ie6343caf72294276ab9a69e69bd23128_88)S] | | | [removed: [34](#i01f2c2b1323549aeb42f57664a8b19a9_85)] [added: [34](#ie6343caf72294276ab9a69e69bd23128_88)] | | |

| [Financial [removed: Highlights](#i01f2c2b1323549aeb42f57664a8b19a9_88)] [added: Highlights](#ie6343caf72294276ab9a69e69bd23128_91)] | | | [removed: [34](#i01f2c2b1323549aeb42f57664a8b19a9_88)] [added: [34](#ie6343caf72294276ab9a69e69bd23128_91)] | | |

| [Results of [removed: Operations](#i01f2c2b1323549aeb42f57664a8b19a9_91)] [added: Operations](#ie6343caf72294276ab9a69e69bd23128_94)] | | | [removed: [35](#i01f2c2b1323549aeb42f57664a8b19a9_91)] [added: [35](#ie6343caf72294276ab9a69e69bd23128_94)] | | |

| [Non-Operating [removed: Results](#i01f2c2b1323549aeb42f57664a8b19a9_109)] [added: Results](#ie6343caf72294276ab9a69e69bd23128_112)] | | | [removed: [38](#i01f2c2b1323549aeb42f57664a8b19a9_109)] [added: [38](#ie6343caf72294276ab9a69e69bd23128_112)] | | |

| [Financial Condition and [removed: Liquidity](#i01f2c2b1323549aeb42f57664a8b19a9_121)] [added: Liquidity](#ie6343caf72294276ab9a69e69bd23128_124)] | | | [removed: [41](#i01f2c2b1323549aeb42f57664a8b19a9_121)] [added: [40](#ie6343caf72294276ab9a69e69bd23128_124)] | | |

| [Critical Accounting [removed: Estimates](#i01f2c2b1323549aeb42f57664a8b19a9_127)] [added: Estimates](#ie6343caf72294276ab9a69e69bd23128_130)] | | | [removed: [45](#i01f2c2b1323549aeb42f57664a8b19a9_127)] [added: [43](#ie6343caf72294276ab9a69e69bd23128_130)] | | |

| [Glossary of Defined [removed: Terms](#i01f2c2b1323549aeb42f57664a8b19a9_136)] [added: Terms](#ie6343caf72294276ab9a69e69bd23128_139)] | | | [removed: [53](#i01f2c2b1323549aeb42f57664a8b19a9_136)] [added: [50](#ie6343caf72294276ab9a69e69bd23128_139)] | | |

| [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i01f2c2b1323549aeb42f57664a8b19a9_139)] [added: RISK](#ie6343caf72294276ab9a69e69bd23128_142)] | | | [removed: [54](#i01f2c2b1323549aeb42f57664a8b19a9_139)] [added: [51](#ie6343caf72294276ab9a69e69bd23128_142)] | | |

| [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i01f2c2b1323549aeb42f57664a8b19a9_142)] [added: DATA](#ie6343caf72294276ab9a69e69bd23128_145)] | | | [removed: [55](#i01f2c2b1323549aeb42f57664a8b19a9_142)] [added: [52](#ie6343caf72294276ab9a69e69bd23128_145)] | | |

| [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING [removed: AND](#i01f2c2b1323549aeb42f57664a8b19a9_241)] [added: AND](#ie6343caf72294276ab9a69e69bd23128_247)] [FINANCIAL [removed: DISCLOSURE](#i01f2c2b1323549aeb42f57664a8b19a9_241)] [added: DISCLOSURE](#ie6343caf72294276ab9a69e69bd23128_247)] | | | [removed: [98](#i01f2c2b1323549aeb42f57664a8b19a9_241)] [added: [92](#ie6343caf72294276ab9a69e69bd23128_247)] | | |

| [ITEM 9A. CONTROLS AND [removed: PROCEDURES](#i01f2c2b1323549aeb42f57664a8b19a9_244)] [added: PROCEDURES](#ie6343caf72294276ab9a69e69bd23128_250)] | | | [removed: [98](#i01f2c2b1323549aeb42f57664a8b19a9_244)] [added: [92](#ie6343caf72294276ab9a69e69bd23128_250)] | | |

| [ITEM 9B. OTHER [removed: INFORMATION](#i01f2c2b1323549aeb42f57664a8b19a9_250)] [added: INFORMATION](#ie6343caf72294276ab9a69e69bd23128_256)] | | | [removed: [100](#i01f2c2b1323549aeb42f57664a8b19a9_250)] [added: [94](#ie6343caf72294276ab9a69e69bd23128_256)] | | |

| [ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i01f2c2b1323549aeb42f57664a8b19a9_253)] [added: INSPECTIONS](#ie6343caf72294276ab9a69e69bd23128_259)] | | | [removed: [100](#i01f2c2b1323549aeb42f57664a8b19a9_253)] [added: [94](#ie6343caf72294276ab9a69e69bd23128_259)] | | |

| [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i01f2c2b1323549aeb42f57664a8b19a9_259)] [added: GOVERNANCE](#ie6343caf72294276ab9a69e69bd23128_265)] | | | [removed: [100](#i01f2c2b1323549aeb42f57664a8b19a9_259)] [added: [94](#ie6343caf72294276ab9a69e69bd23128_265)] | | |

| [ITEM 11. EXECUTIVE [removed: COMPENSATION](#i01f2c2b1323549aeb42f57664a8b19a9_262)] [added: COMPENSATION](#ie6343caf72294276ab9a69e69bd23128_268)] | | | [removed: [100](#i01f2c2b1323549aeb42f57664a8b19a9_262)] [added: [94](#ie6343caf72294276ab9a69e69bd23128_268)] | | |

| [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT [removed: AND](#i01f2c2b1323549aeb42f57664a8b19a9_265)] [added: AND](#ie6343caf72294276ab9a69e69bd23128_271)] [RELATED STOCKHOLDER [removed: MATTERS](#i01f2c2b1323549aeb42f57664a8b19a9_265)] [added: MATTERS](#ie6343caf72294276ab9a69e69bd23128_271)] | | | [removed: [100](#i01f2c2b1323549aeb42f57664a8b19a9_265)] [added: [94](#ie6343caf72294276ab9a69e69bd23128_271)] | | |

| [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND [removed: DIRECTOR](#i01f2c2b1323549aeb42f57664a8b19a9_268)] [added: DIRECTOR](#ie6343caf72294276ab9a69e69bd23128_274)] INDEPENDENCE | | | [removed: [100](#i01f2c2b1323549aeb42f57664a8b19a9_268)] [added: [94](#ie6343caf72294276ab9a69e69bd23128_274)] | | |

| [ITEM 14. PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i01f2c2b1323549aeb42f57664a8b19a9_271)] [added: SERVICES](#ie6343caf72294276ab9a69e69bd23128_277)] | | | [removed: [100](#i01f2c2b1323549aeb42f57664a8b19a9_271)] [added: [94](#ie6343caf72294276ab9a69e69bd23128_277)] | | |

| [ITEM 15. EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i01f2c2b1323549aeb42f57664a8b19a9_277)] [added: SCHEDULES](#ie6343caf72294276ab9a69e69bd23128_283)] | | | [removed: [101](#i01f2c2b1323549aeb42f57664a8b19a9_277)] [added: [95](#ie6343caf72294276ab9a69e69bd23128_283)] | | |

| [ITEM 16. FORM 10-K [removed: SUMMARY](#i01f2c2b1323549aeb42f57664a8b19a9_280)] [added: SUMMARY](#ie6343caf72294276ab9a69e69bd23128_286)] | | | [removed: [104](#i01f2c2b1323549aeb42f57664a8b19a9_280)] [added: [99](#ie6343caf72294276ab9a69e69bd23128_286)] | | |

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 1 [added: | | |]

| [Income Taxes](#ie6343caf72294276ab9a69e69bd23128_115) | | | [38](#ie6343caf72294276ab9a69e69bd23128_115) | | |

| [Refinery Segment](#ie6343caf72294276ab9a69e69bd23128_118) | | | [39](#ie6343caf72294276ab9a69e69bd23128_118) | | |

| [Supplemental Information](#ie6343caf72294276ab9a69e69bd23128_133) | | | [47](#ie6343caf72294276ab9a69e69bd23128_133) | | |

| [SIGNATURES](#ie6343caf72294276ab9a69e69bd23128_289) | | | [100](#ie6343caf72294276ab9a69e69bd23128_289) | | |

| | | | | | | | | | |

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

In 2024, we served over 200 million customers safely, reliably and with industry-leading customer service innovation.

We remain committed to industry-leading reliability as the foundation for our brand promise and efficiency.

In 2024, we focused on increasing flights at our core hubs while improving the efficiency of our operations in our coastal hubs.

| | | | | | | | | | |

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

- Recognized as the 2024 Airline of the Year by aviation publication *Air Transport World*.

- Named Best U.S. Airline and topped five categories in the *Forbes Travel Guide’s* Luxury Air Travel Awards.

We strive to continue achieving differentiated performance by delivering sustained value creation through margin expansion, durable earnings and free cash flow, and balance sheet strength.

During 2024, we made approximately $4.0 billion in payments on debt and finance lease obligations.

Recognizing our continued progression on debt reduction and improving financial results, we regained our investment grade rating from all three major rating agencies, marking a key financial milestone for Delta.

| | | | | | | | | | |

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

- Our other complementary portfolio businesses, such as our cargo operations and Delta Vacations.

In 2024, we introduced aircraft with more premium seating and completed cabin modification programs to increase premium offerings.

We continue to elevate the consumer experience across the travel journey and beyond, including through partnerships with leading brands, to broaden the Delta SkyMiles ecosystem and the range of benefits we provide to our members.

| | | | | | | | | | |

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

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

In 2024, cargo revenues were approximately $822 million.

- Our vacation package subsidiary, Delta Vacations, provides elevated, all-in-one, customized and flexible vacation experiences designed for members of our SkyMiles program.

| | | | | | | | | | |

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

We are pursuing a long-term strategy to achieve net-zero greenhouse gas emissions from our airline operations by 2050, with initiatives focused around three key themes: What We Fly, How We Fly, and the Fuel We Use.

Throughout 2024, we continued to prioritize innovative measures to reduce emissions and other environmental impacts across our business.

In addition to accepting deliveries of next-generation fleet types, we have also invested in retrofitting our existing fleet with updated technologies that optimize and reduce fuel consumption.

Following the installation of split-scimitar winglets on our Boeing 737-900ER fleet in 2021, we expect to complete similar modifications on the Boeing 737-800 fleet by the end of 2025, an enhancement expected to drive over three million gallons of fuel savings annually.

Cumulatively, fleet renewal and optimization efforts have led to a 6.6% improvement in fleet-wide fuel efficiency since 2019.

In 2024, we joined a collaborative project between Hartsfield-Jackson Atlanta International Airport, Airbus and Plug Power to assess the feasibility of hydrogen fueling at the world's busiest airport.

- Aircraft operations: We achieved fuel savings through initiatives like enhanced routing and landing procedures, reductions to catering service weight and use of new engine cleaning technologies.

In 2024, these fuel efficiency efforts allowed us to save approximately 44 million gallons of jet fuel in comparison to fuel consumption in 2019, based on our projected fuel usage had we not undertaken these initiatives.

- Plastic waste reduction: In late 2024, we began using a new paper cup on board international flights with plans to expand use across all domestic flights in the first half of 2025.

Once fully implemented, the new paper cup will help eliminate nearly seven million pounds of single-use plastic on board annually.

- Ground operations: We continue to work with airport partners to drive fuel savings by limiting the use of aircraft Auxiliary Power Units (“APUs”) during ground operations.

| | | | | | |

| [Income Taxes](#i01f2c2b1323549aeb42f57664a8b19a9_112) | | | [39](#i01f2c2b1323549aeb42f57664a8b19a9_112) | | |

| [Refinery Segment](#i01f2c2b1323549aeb42f57664a8b19a9_115) | | | [39](#i01f2c2b1323549aeb42f57664a8b19a9_115) | | |

| [Supplemental Information](#i01f2c2b1323549aeb42f57664a8b19a9_130) | | | [50](#i01f2c2b1323549aeb42f57664a8b19a9_130) | | |

| [SIGNATURES](#i01f2c2b1323549aeb42f57664a8b19a9_283) | | | [105](#i01f2c2b1323549aeb42f57664a8b19a9_283) | | |

*Item 1.

Business*

In 2023, we served over 190 million customers.

In 2023, we focused on restoring our core hubs while solidifying positions in our coastal hubs.

In January 2024, we entered into a purchase agreement with Airbus for 20 A350-1000 aircraft, with an option to purchase an additional 20 widebody aircraft.

Deliveries of these aircraft are scheduled to begin in 2026.

- Ranked No. 12 in *TIME* magazine's World's Best Companies of 2023 based on revenue growth, employee satisfaction and the company's sustainability profile.

In 2023, we made significant progress restoring our financial foundation with strong profitability and $2 billion of free cash flow for the year.

Our financial results are discussed in more detail in "Item 7.

Management's Discussion and Analysis," which includes definitions and reconciliations of non-GAAP financial measures, including free cash flow, under the "Supplemental Information" section.

During 2023, we repaid approximately $4.1 billion in debt and finance lease obligations and the company remains committed to regaining investment grade metrics.

- Our other complementary portfolio businesses, such as our cargo business and our travel-adjacent services, which include trip insurance, car and hotel rentals.

In 2023, we grew our mix of premium seats, including the continued expansion of Delta Premium Select.

The sale of premium products is facilitated through various distribution channels, with 62% of tickets sold through direct channels in 2023.

These include digital channels, such as the Fly Delta app, which surpassed one billion visits in 2023, delta.com and our reservations specialists.

Indirect distribution channels include online travel agencies and traditional "brick and mortar" agencies.

We make fare and product information widely available across those channels in an effort to ensure customers receive the best information and service options, further supporting the growth of premium products.

For our employees, we are investing in applications that allow our people to have more meaningful interactions with our customers.

In 2023, cargo revenues decreased year over year, mostly resulting from lower yield due to decreased market demand and increased industry capacity.

- Our vacation wholesale subsidiary, Delta Vacations, provides vacation packages to third-party consumers.

In 2023, we outlined our roadmap to a more sustainable future of travel that details our strategy for achieving net-zero greenhouse gas emissions from our airline operations by 2050.

As part of this roadmap, we announced short-, medium- and long-term milestones which will help us measure and report progress towards our ultimate net-zero goal.

In 2023, we made progress toward achievement of our goals across three key areas:

Additions to our fleet since 2019, including 43 new aircraft delivered in 2023, are on average 28% more fuel efficient per seat mile than aircraft retired since 2019.

We also completed the retirement of the CRJ-200 fleet in 2023, our least fuel-efficient aircraft type, contributing to a fleet-wide fuel efficiency improvement of 5.5% compared to 2019.

In 2023, we joined a coalition alongside Boeing and NASA to support the Sustainable Flight Demonstrator program.

We will serve as an adviser on a new aircraft design with a Transonic Truss-Braced Wing, which will be the first ever experimental aircraft focused on sustainability.

We sold two retired MD-90 aircraft to Boeing which will become the test planes for the program.

- Fleet modification: Following the completed installation of split-scimitar winglets on the Boeing 737-900ER fleet, and outfitting all Boeing 737-800 and 737-900ER aircraft with lighter-weight, radial landing gear tires in 2022, we began installing split-scimitar winglets on the 737-800 fleet in 2023.

When complete, this enhancement is expected to drive approximately three million gallons of fuel savings annually.

Additionally, we completed modifications and certification test flights for a novel drag reduction system on the 737-800 fleet with Aero Design Labs, accelerating the certification of this innovation.

- Aircraft operations: Teams across Delta have worked together to make an impact through enhanced landing procedures, optimizations to flight routing and speed, and weight reduction initiatives.

These cross-divisional efforts coordinated through our Carbon Council have saved over 20 million gallons of jet fuel in 2022 and 2023.

- Waste reduction: Our Waste Council was established in 2023 and led the evaluation of test sites across our operation aiming to capture more recyclable materials by changing processes and leveraging catering kitchens.

We also launched our paperless gates initiative in 2023, allowing gate agents to bypass the automatic printing of pre-departure and departure documents on all flights.

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 26 [added: | | |]

| | | | | | | | | | |

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

We expect all Delta employees [added: and third-party contractors] to adhere to information security and privacy policies as they handle corporate and customer information in their daily jobs.

We also [removed: regularly conduct] [added: conduct, at least annually,] other training and employee education activities, including through awareness programs and campaigns.

We engage [removed: with] assessors, consultants, auditors and other third [removed: parties, including by regularly having a third party review] [added: parties to perform assessments of] our [removed: overall] cybersecurity program [added: with the intent] to [removed: help] identify areas for continued [removed: focus, improvement and/or compliance.][added: improvement, as well as to ensure ongoing compliance with regulatory requirements to which we are subject.]

Additionally, we generally require those third parties that could introduce significant cybersecurity risk to us to agree by contract to manage their cybersecurity risks in specified ways, and to agree to be subject to cybersecurity [removed: audits, which we conduct as appropriate.][added: audits.]

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 27 [added: | | |]

The Audit Committee [removed: regularly] receives updates on cybersecurity risks and the security and operations of our information technology systems from our Chief Information Officer and our Chief Information Security [removed: Officer.][added: Officer at least twice per year with additional updates as requested by the Chair of the Audit Committee.]

In [removed: 2023,] [added: 2024,] the Audit Committee received [removed: briefings] [added: updates] on information security matters at [removed: all] [added: two] of its regular meetings.

In addition, our Chief Information Officer, our Chief Information Security Officer, other members of our information technology leadership team [removed: and an outside legal expert on cybersecurity matters held] [added: provided] a [added: general overview of information technology matters, including cybersecurity, in a] special session with all members of our Board of [removed: Directors to provide an overview of the information security environment.][added: Directors.]

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 28 [added: | | |]

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

| | | | | | | | | | |

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

Our operating aircraft fleet, purchase commitments and options at December 31, [removed: 2023] [added: 2024] are summarized in the following table.

| A220-100 | | | [removed: 41] [added: 45] | | | [removed: 4] [added: —] | | | — | | | | | | 45 | | | [removed: 4.0] [added: 5.0] | | | | | | — | | | — | | |

| A220-300 | | | [removed: 23 | | | — | | | — | | | | | | 23] [added: 10] | | | [removed: 1.6] [added: 16] | | | [added: 22] | | | [removed: 77] [added: 24] | | | [removed: —] [added: 72] | | |

| A319-100 | | | 57 | | | — | | | — | | | | | | 57 | | | [removed: 21.8] [added: 22.8] | | | | | | — | | | — | | |

| A320-200 | | | [removed: 60] [added: 55] | | | — | | | — | | | | | | [removed: 60] [added: 55] | | | [removed: 28.2] [added: 28.9] | | | | | | — | | | — | | |

| A321-200 | | | [removed: 63] [added: 70] | | | [removed: 22] [added: 15] | | | 42 | | | | | | 127 | | | [removed: 5.0] [added: 6.0] | | | | | | — | | | — | | |

| A321-200neo | | | [removed: 48 | | | — | | | — | | | | | | 48] [added: 21] | | | [removed: 0.8] [added: 29] | | | [added: 30] | | | [removed: 107] [added: 6] | | | [removed: 70] [added: 86] | | |

| A330-200 | | | 11 | | | — | | | — | | | | | | 11 | | | [removed: 18.8] [added: 19.8] | | | | | | — | | | — | | |

| A330-300 | | | 28 | | | — | | | 3 | | | | | | 31 | | | [removed: 14.9] [added: 15.9] | | | | | | — | | | — | | |

| A330-900neo | | | [removed: 19 | | | 3 | | | 5 | | | | | | 27] [added: 7] | | | [removed: 2.0] [added: —] | | | [added: —] | | | [removed: 12] [added: —] | | | [removed: —] [added: 7] | | |

| A350-900 | | | [removed: 17 | | | — | | | 11 | | | | | | 28] [added: 5] | | | [removed: 5.1] [added: 4] | | | [added: —] | | | [removed: 16] [added: —] | | | [removed: —] [added: 9] | | |

| B-717-200 | | | [removed: 10] [added: 48] | | | [removed: 70] [added: 32] | | | — | | | | | | 80 | | | [removed: 22.3] [added: 23.3] | | | | | | — | | | — | | |

| B-737-800 | | | 73 | | | 4 | | | — | | | | | | 77 | | | [removed: 22.3] [added: 23.3] | | | | | | — | | | — | | |

| B-737-900ER | | | 114 | | | — | | | 49 | | | | | | 163 | | | [removed: 8.0] [added: 9.0] | | | | | | — | | | — | | |

| B-757-200 | | | [removed: 100] [added: 88] | | | — | | | — | | | | | | [removed: 100] [added: 88] | | | [removed: 26.4] [added: 26.9] | | | | | | — | | | — | | |

| B-757-300 | | | 16 | | | — | | | — | | | | | | 16 | | | [removed: 20.9] [added: 21.9] | | | | | | — | | | — | | |

| B-767-300ER | | | [removed: 44] [added: 40] | | | — | | | — | | | | | | [removed: 44] [added: 40] | | | [removed: 27.7] [added: 28.4] | | | | | | — | | | — | | |

| B-767-400ER | | | 21 | | | — | | | — | | | | | | 21 | | | [removed: 23.0] [added: 24.0] | | | | | | — | | | — | | |

The following table summarizes the aircraft operated by regional carriers on our behalf at December 31, [removed: 2023.][added: 2024.]

| Endeavor Air, [removed: Inc. (3)] [added: Inc.(3)] | | | 9 | | | [removed: 118] [added: 122] | | | — | | | — | | | [removed: 127] [added: 131] | | |

| SkyWest Airlines, Inc. | | | [removed: 8] [added: 7] | | | [removed: 38] [added: 36] | | | — | | | [removed: 85] [added: 86] | | | [removed: 131] [added: 129] | | |

(1)We own [removed: 190] [added: 195] and have operating leases for [removed: three] [added: two] of these regional aircraft.

(2)Excluded from the total operating count above are nine CRJ-700 and [removed: five] [added: one] CRJ-900 which are owned and temporarily parked as of December 31, [removed: 2023.][added: 2024.]

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 29 [added: | | |]

Our contractual purchase commitments for additional aircraft as of December 31, [removed: 2023] [added: 2024] are detailed in the following table:

| Aircraft Purchase Commitments(1) | | | [removed: 2024] [added: 2025] | | | [removed: 2025] [added: 2026] | | | [removed: 2026] [added: 2027] | | | After [removed: 2026] [added: 2027] | | | Total | | |

| A220-300 | | | [removed: 7] [added: 28] | | | [removed: 8] [added: —] | | | [removed: 14] [added: —] | | | [removed: 48] | | | [removed: 77] [added: 28] | | | [added: 2.2 | | | | | | 72 | | | — | | |]

| A321-200neo | | | [removed: 25] [added: 69] | | | [removed: 22] [added: —] | | | [removed: 24] [added: —] | | | [removed: 36] | | | [removed: 107] [added: 69] | | | [added: 1.4 | | | | | | 86 | | | 70 | | |]

| A330-900neo | | | [removed: 7] [added: 25] | | | [added: 2 | | |] 5 | | | [removed: —] | | | [removed: —] [added: 32] | | | [removed: 12] [added: 2.6] | | | [added: | | | 7 | | | 10 | | |]

| A350-900 | | | [removed: 7] [added: 24] | | | [removed: 6] [added: —] | | | [removed: 3] [added: 11] | | | [removed: —] | | | [removed: 16] [added: 35] | | | [added: 4.9 | | | | | | 9 | | | 10 | | |]

[removed: In January] [added: During] 2024, we entered into a purchase agreement with Airbus for 20 A350-1000 aircraft, with an option to purchase an additional 20 widebody aircraft.

At most airports, we have entered into use agreements which provide for the non-exclusive use of runways, taxiways and other improvements and [removed: facilities; landing fees under these agreements normally are based on the number of landings and weight of aircraft.][added: facilities.]

We own our Atlanta reservations center, other real property in Atlanta and reservations centers in [removed: Minot,] North Dakota and [removed: Chisholm,] Minnesota.

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 30 [added: | | |]

| A350-1000 | | | — | | | — | | | — | | | | | | — | | | — | | | | | | 20 | | | — | | |

| Total | | | 812 | | | 53 | | | 110 | | | | | | 975 | | | 14.9 | | | | | | 294 | | | 120 | | |

| Total | | | 16 | | | 158 | | | 11 | | | 132 | | | 317 | | |

| | | | | | | | | | |

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

| A350-1000 | | | — | | | 4 | | | 4 | | | 12 | | | 20 | | |

| Total | | | 43 | | | 73 | | | 76 | | | 102 | | | 294 | | |

Also during 2024 we amended our purchase agreement with Boeing and received an updated delivery schedule for our Boeing 737-10 orders.

Landing fees under these agreements normally are based on the number of landings and weight of aircraft.

| | | | | | | | | | |

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

| Total | | | 745 | | | 103 | | | 110 | | | | | | 958 | | | 14.8 | | | | | | 312 | | | 100 | | |

In 2023, we retired all remaining CRJ-200 aircraft from service.

| Total | | | 17 | | | 156 | | | 11 | | | 131 | | | 315 | | |

| Total | | | 46 | | | 61 | | | 61 | | | 144 | | | 312 | | |

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 31 [added: | | |]

| | | | | | | | | | |

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ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is listed on the New York Stock Exchange ("NYSE") under the trading symbol DAL.

Holders

As of January 31, 2024, there were approximately 2,100 holders of record of our common stock.

Dividends

After suspending dividends in March 2020, our Board of Directors re-instated a quarterly dividend program in 2023 with $0.10 per share dividend payments in both the September and December quarters.

The Board expects to be able to continue to pay cash dividends for the foreseeable future, subject to applicable limitations under Delaware law and compliance with covenants in certain of our credit facilities.

Dividend payments are dependent upon our results of operations, financial condition, cash requirements, future prospects and other factors deemed relevant by the Board of Directors.

Stock Performance Graph

The following graph compares the cumulative total returns during the period from December 31, 2018 to December 31, 2023 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, 2018 in each of our common stock and the indices and assumes that all dividends were reinvested.


Delta Air Lines, Inc. | 2023 Form 10-K 32

The following table presents information with respect to purchases of common stock we made during the December [removed: 2023] [added: 2024] quarter.

| Shares purchased / withheld from employee awards during the December [removed: 2023] [added: 2024] quarter | | | | | | | | | | | | | | | | | |

Market Information

Our common stock is listed on the New York Stock Exchange ("NYSE") under the trading symbol DAL.

Holders

As of January 31, 2025, there were approximately 2,100 holders of record of our common stock.

Dividends

After suspending dividends in March 2020, our Board of Directors re-instated a quarterly dividend program in 2023 with $0.10 per share dividend payments in both the September and December quarters.

During 2024, we continued our quarterly dividend program with $0.10 per share payments in the March 2024 and June 2024 quarters, and $0.15 per share payments in the September 2024 and December 2024 quarters.

The Board expects to be able to continue to pay cash dividends for the foreseeable future, subject to applicable limitations under Delaware law and compliance with covenants in certain of our credit facilities.

Dividend payments are dependent upon our results of operations, financial condition, cash requirements, future prospects and other factors deemed relevant by the Board of Directors.

Stock Performance Graph

The following graph compares the cumulative total returns during the period from December 31, 2019 to December 31, 2024 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, 2019 in each of our common stock and the indices and assumes that all dividends were reinvested.


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

| Delta Air Lines, Inc. \| 2024 Form 10-K | | | | | | 32 | | |

*Item 5.

Market Information*

| October 2024 | | | 9,168 | | | $ | 49.98 | | 9,168 | | | $ | — | | | | |

| November 2024 | | | 2,845 | | | $ | 63.62 | | 2,845 | | | $ | — | | | | |

| December 2024 | | | 2,383 | | | $ | 63.02 | | 2,383 | | | $ | — | | | | |

| Total | | | 14,396 | | | | | | 14,396 | | | | | | | | |

| October 2023 | | | 8,141 | | | $ | 37.56 | | 8,141 | | | $ | — | | | | |

| November 2023 | | | 3,751 | | | $ | 34.89 | | 3,751 | | | $ | — | | | | |

| December 2023 | | | 1,340 | | | $ | 39.94 | | 1,340 | | | $ | — | | | | |

| Total | | | 13,232 | | | | | | 13,232 | | | | | | | | |

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 33 [added: | | |]

This section of Form 10-K does not address certain items regarding the year ended December 31, [removed: 2021.][added: 2022.]

Discussion and analysis of [removed: 2021] [added: 2022] and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 2022.][added: 2023.]

[removed: 2023] [added: 2024] Financial Overview

[removed: Operating] [added: The changes in operating] income and operating income, adjusted [removed: increased] [added: are] primarily [added: resulting] from increases in [added: both] revenue [added: and operating expenses] as described below.

*Revenue.* Compared to [removed: 2022,] [added: 2023,] our [removed: 2023] [added: 2024] operating revenue increased [removed: $7.5] [added: $3.6] billion, or [removed: 15%,] [added: 6%,] primarily due to a [removed: 17%] [added: 6%] increase in capacity driven by [removed: an increase in demand for international travel and continuing] [added: continued] strength in demand for domestic [added: and international] travel and premium [removed: products.][added: products, as well as an increase in revenue related to refinery sales to third parties.]

Total revenue, adjusted (a non-GAAP financial measure) increased in [removed: 2023] [added: 2024] by [removed: $9.1] [added: $2.3] billion, or [removed: 20%,] [added: 4.3%,] compared to [removed: 2022.][added: 2023.]

Adjustments were [removed: primarily] to exclude revenue related to refinery sales to third parties.

*Operating Expense.* Total operating expense increased [removed: $5.6] [added: $3.1] billion, or [removed: 12%,] [added: 6%,] compared to [removed: 2022,] [added: 2023,] primarily resulting from higher [removed: employee related] [added: employee-related] costs from increased wages and [removed: profit sharing, pilot agreement and] related [removed: expenses and] [added: expenses,] higher volume-related expenses associated with the [removed: 17%] [added: 6%] increase in [removed: capacity, partially offset by lower] [added: capacity and an increase in] expenses related to refinery sales to third [removed: parties, reflected in ancillary business and refinery expense.][added: parties.]

Total operating expense, adjusted (a non-GAAP financial measure) increased [removed: $6.3] [added: $2.7] billion, or [removed: 15%,] [added: 5%,] compared to [removed: 2022.][added: 2023.]

[removed: Adjustments] [added: Current year adjustments] were primarily to exclude expenses related to refinery sales to third [removed: parties and] [added: parties, while prior year adjustments also excluded] the pilot agreement and related expenses.

Our total operating cost per available seat mile ("CASM") [removed: decreased 4% compared to 2022] [added: of 19.30 cents was comparable] to [removed: 19.31 cents,] [added: 2023,] primarily due to [removed: a 17% increase in capacity, as well as] lower fuel expense and [removed: lower] [added: a 6% increase in capacity offset by higher] expenses [added: associated with the increase in capacity and] related to refinery sales to third parties.

Non-fuel unit costs ("CASM-Ex", a non-GAAP financial measure), which excludes fuel, expenses related to refinery sales to third [removed: parties,] [added: parties] and other items, increased [removed: 2.3%] [added: 2.8%] to [removed: 13.17 cents.][added: 13.54 cents compared to 2023.]

*Non-Operating Results.* Total non-operating [removed: income] [added: expense] was [removed: $87 million] [added: $1.3 billion] in [removed: 2023] [added: 2024,] compared to total non-operating [removed: expense] [added: income] of [removed: $1.7 billion] [added: $87 million] in [removed: 2022] [added: 2023,] primarily due to mark-to-market gains on certain of our equity investments [removed: and] [added: in 2023 partially offset by] lower [removed: interest expense as a result of] [added: expenses in 2024 associated with] our debt reduction [removed: initiatives, partially offset by increased pension related expenses.][added: initiatives.]

Investing activities resulted in net cash outflows of approximately [removed: $3.1] [added: $3.7] billion, primarily for [removed: $5.3] [added: $5.1] billion of capital expenditures, partially offset by [removed: $2.2] [added: $1.1] billion of net redemptions of short-term investments.

After adjusting for [removed: the pilot agreement payment and] certain [removed: other] activities, these results generated [removed: $2.0] [added: $3.4] billion of free cash flow (a non-GAAP financial measure) in [removed: 2023.][added: 2024.]

Also, during [removed: 2023] [added: 2024] we had cash outflows of approximately [removed: $4.1] [added: $4.0] billion [added: primarily] related to [removed: repayments] [added: repayment] of our debt and finance leases, including approximately [removed: $2.0] [added: $1.1] billion for early repayments and the remainder from scheduled maturities.

Our cash, cash equivalents, short-term investments and aggregate principal amount committed and available to be drawn under our revolving credit facilities ("liquidity") at December 31, [removed: 2023] [added: 2024] was [removed: $6.8] [added: $6.1] billion.

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 34 [added: | | |]

| (in [removed: millions) (1)] [added: millions)(1)] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | | | | | | | | | |

| Ticket - Main cabin | | | $ | [removed: 24,477] [added: 24,497] | | $ | [removed: 20,396] [added: 24,477] | | | | | $ | [removed: 4,081] [added: 20] | | [removed: 20] [added: —] | | % |

| Ticket - Premium products | | | [removed: 19,119] [added: 20,599] | | | [removed: 15,230] [added: 19,119] | | | | | | [removed: 3,889] [added: 1,480] | | | [removed: 26] [added: 8] | | % |

| Loyalty travel awards | | | [removed: 3,462] [added: 3,841] | | | [removed: 2,898] [added: 3,462] | | | | | | [removed: 564] [added: 379] | | | [removed: 19] [added: 11] | | % |

| Travel-related services | | | [removed: 1,851] [added: 1,957] | | | [removed: 1,694] [added: 1,851] | | | | | | [removed: 157] [added: 106] | | | [removed: 9] [added: 6] | | % |

| Total passenger revenue | | | $ | [removed: 48,909] [added: 50,894] | | $ | [removed: 40,218] [added: 48,909] | | | | | $ | [removed: 8,691] [added: 1,985] | | [removed: 22] [added: 4] | | % |

| Cargo | | | [removed: 723] [added: 822] | | | [removed: 1,050] [added: 723] | | | | | | [removed: (327)] [added: 99] | | | [removed: (31)] [added: 14] | | % |

| Total operating revenue | | | $ | [removed: 58,048] [added: 61,643] | | $ | [removed: 50,582] [added: 58,048] | | | | | $ | [removed: 7,466] [added: 3,595] | | [removed: 15] [added: 6] | | % |

| TRASM (cents) | | | [removed: 21.34] [added: 21.37] | | ¢ | [removed: 21.69] [added: 21.34] | | ¢ | | | | [removed: (0.35)] [added: 0.03] | | ¢ | [removed: (2)] [added: —] | | % |

| Third-party refinery [removed: sales (2)] [added: sales(2)] | | | [removed: (1.24)] [added: (1.61)] | | | [removed: (2.13)] [added: (1.24)] | | | | | | [removed: 0.89] [added: (0.37)] | | | [removed: (42)] [added: 30] | | % |

| TRASM, adjusted (cents) | | | [removed: 20.10] [added: 19.76] | | ¢ | [removed: 19.55] [added: 20.10] | | ¢ | | | | [removed: 0.55] [added: (0.34)] | | ¢ | [removed: 3] [added: (1.6)] | | % |

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

| | | | | | | Increase (Decrease) vs. Year Ended December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | |

| (in millions) | | | Year Ended December 31, [removed: 2023] [added: 2024] | | | Passenger Revenue | | | RPMs (Traffic) | | | ASMs (Capacity) | | | Passenger Mile Yield | | | PRASM | | | Load Factor | | | | | |

| Latin America | | | [removed: 3,798] [added: 3,995] | | | [removed: 31] [added: 5] | | % | [removed: 22] [added: 14] | | % | [removed: 16] [added: 15] | | % | [removed: 8] [added: (8)] | | % | [removed: 13] [added: (8)] | | % | [removed: 4] [added: —] | | | pts | | |

| Total passenger revenue | | | $ | [removed: 48,909] [added: 50,894] | | [removed: 22] [added: 4] | | % | [removed: 19] [added: 6] | | % | [removed: 17] [added: 6] | | % | [removed: 2] [added: (2)] | | % | [removed: 4] [added: (2)] | | % | [removed: 3] [added: —] | | | pts | | |

Domestic passenger unit revenue ("PRASM") for [removed: 2023 increased 2%] [added: 2024 decreased 1%] compared to [removed: 2022] [added: 2023] due to a [removed: 12%] [added: 4%] increase in revenue on a [removed: 10% increase in capacity and a slight] [added: 5%] increase in [removed: load factor.][added: capacity.]

We [removed: also experienced] [added: generated] higher growth in premium [removed: product] [added: products] revenue [removed: (including Delta One, First Class, Delta Premium Select and Delta Comfort+)] compared to main cabin with the delivery of new aircraft that include more premium seat capacity and an increase in yield in premium products compared to main cabin, as we see more consumers choosing these premium offerings.

[added: |] Delta Air Lines, Inc. [removed: | 2023] [added: \| 2024] Form 10-K [added: | | | | | |] 35 [added: | | |]

International passenger revenue for [removed: 2023] [added: 2024] increased [removed: 49%] [added: 5%] with capacity up [removed: 31%] [added: 8%] compared to [removed: 2022.][added: 2023.]

| | | | | | | | | | |

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

Our 2024 operating income was $6.0 billion, an improvement of $474 million compared to 2023, and operating income, adjusted (a non-GAAP financial measure) was $6.0 billion, a decrease of $318 million compared to 2023.

Operating income, adjusted in 2023 excluded one-time pilot agreement expenses and other items.

As a result of our strong performance in 2023 and 2024, we paid profit sharing of $1.4 billion in February 2024 to our employees and will pay another $1.4 billion in February 2025 in recognition of these achievements.

In July 2024, our operations were significantly disrupted by the CrowdStrike-caused outage.

We estimate that this disruption led to a direct revenue impact of approximately $380 million related to approximately 7,000 flight cancellations over five days, which reduced our expected year-over-year capacity growth by approximately 0.4 percentage points during 2024.

The CrowdStrike-caused outage and operational recovery resulted in approximately $170 million of additional operating expenses primarily due to customer expense reimbursements and crew-related costs.

Fuel expense was approximately $50 million lower than it would have been as a result of the flight cancellations.

*Cash Flow.* During 2024, operating activities generated $8.0 billion, primarily from ticket sales and the sale of SkyMiles to our partners.

Total cash sales of SkyMiles to American Express were $7.4 billion during 2024, an increase of approximately 8% compared to 2023.

| | | | | | | | | | |

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

| Other | | | 9,927 | | | 8,416 | | | | | | 1,511 | | | 18 | | % |

Our operating revenue increased $3.6 billion, or 6%, compared to 2023 related to a 6% increase in capacity resulting from continued strength in demand for domestic and international travel, particularly for our premium products (including Delta One, First Class, Delta Premium Select and Delta Comfort+), as well as increased revenue related to refinery sales to third parties and loyalty travel awards.

Total revenue per available seat mile ("TRASM") remained flat as revenues increased at the same rate as capacity.

| Domestic | | | $ | 35,226 | | 4 | | % | 5 | | % | 5 | | % | (1) | | % | (1) | | % | — | | | pts | | |

| Atlantic | | | 9,133 | | | 1 | | % | 1 | | % | — | | % | — | | % | 1 | | % | 1 | | | pt | | |

| Pacific | | | 2,540 | | | 22 | | % | 30 | | % | 32 | | % | (6) | | % | (7) | | % | (1) | | | pt | | |

Domestic revenue in 2024 was above 2023 levels as we experienced strong demand across the domestic network.

| | | | | | | | | | |

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

Revenue in each international region increased in 2024, with the Pacific growing at the greatest rate as we continue to restore capacity in the region.

Demand for transatlantic travel remained at high levels throughout 2024 with revenue increasing slightly on flat capacity compared to 2023.

Revenue growth in the Atlantic was led by demand for travel to European leisure destinations and our premium product offerings.

We continued to build on the strength of our joint venture with LATAM in South America through additional routes, greater network connectivity, and a more streamlined airport experience.

Our performance in South Korea benefited from the strength of our joint venture partnership with Korean Air, which enables passengers to more seamlessly connect to over 80 destinations in Asia.

Revenue from flights to Japan increased due to higher demand for travel from the United States due in part to weakness in the Japanese Yen compared to the U.S. dollar.

| Refinery | | | $ | 4,642 | | $ | 3,379 | | | | | $ | 1,263 | | 37 | | % |

| Miscellaneous | | | 1,216 | | | 1,104 | | | | | | 112 | | | 10 | | % |

See "Refinery Segment" below for additional details on the refinery's operations, including third party refinery sales recorded in other revenue, during each period.

The increase in revenues was primarily driven by codeshare agreements and other commercial relationships.

| | | | | | | | | | |

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

Our 2023 operating income was $5.5 billion, an improvement of $1.9 billion compared to 2022, while operating income, adjusted (a non-GAAP financial measure) which excludes one-time pilot agreement expenses and other items was $6.3 billion, an increase of $2.8 billion compared to 2022.

*Cash Flow.* During 2023, operating activities provided cash flows of $6.5 billion, primarily from ticket sales.

| Other | | | 8,416 | | | 9,314 | | | | | | (898) | | | (10) | | % |

Our operating revenue increased $7.5 billion, or 15%, compared to 2022 due primarily to a 17% increase in capacity driven by an increase in demand for international travel and continuing strength in demand for domestic travel, with growth in revenue from premium products outpacing main cabin.

This increase was partially offset by lower third-party refinery sales recorded in other revenue.

Total revenue per available seat mile ("TRASM") decreased 2% in large part as a result of the decline in third-party refinery sales.

| Domestic | | | $ | 33,968 | | 12 | | % | 10 | | % | 10 | | % | 2 | | % | 2 | | % | 1 | | | pt | | |

| Atlantic | | | 9,057 | | | 49 | | % | 34 | | % | 30 | | % | 11 | | % | 15 | | % | 3 | | | pts | | |

| Pacific | | | 2,086 | | | 101 | | % | 104 | | % | 75 | | % | (2) | | % | 15 | | % | 11 | | | pts | | |

Domestic revenue in 2023 was above 2022 levels as we experienced strong revenue results across the domestic network, with coastal hub markets such as New York and Boston improving significantly compared to the prior year, domestic business travel revenue improving and a 10% increase in domestic capacity compared to 2022.

We believe spending patterns for services are returning to historical levels compared to spending on goods.

In 2024, we expect moderate capacity growth of single digits.

Passenger revenue increased in each geographic region with the Atlantic region experiencing the largest absolute improvement, as travel to many European destinations increased.

Consumers showed a strong desire for transatlantic travel, driving higher revenue and passenger unit revenue during 2023 on 30% capacity growth compared to 2022.

This has been led by demand for travel to leisure destinations in Europe and premium products.

In addition, during the first year of our joint venture with LATAM, we have streamlined travel between North and South America while expanding connections in each of our key hub airports.

| Refinery | | | $ | 3,379 | | $ | 4,977 | | | | | $ | (1,598) | | (32) | | % |

| Miscellaneous | | | 1,104 | | | 894 | | | | | | 210 | | | 23 | | % |

The decrease in third-party refinery sales resulted from lower pricing and a turnaround which was completed between September and November 2023.

The increase in miscellaneous is primarily due to increased revenue from Delta Sky Club access.

| [Report of Independent Registered Public Accounting [removed: Firm](#i01f2c2b1323549aeb42f57664a8b19a9_145)] [added: Firm](#ie6343caf72294276ab9a69e69bd23128_148)] (PCAOB ID: 42) | | | [removed: [56](#i01f2c2b1323549aeb42f57664a8b19a9_145)] [added: [53](#ie6343caf72294276ab9a69e69bd23128_148)] | | |

| [Consolidated Balance Sheets - December 31, [removed: 20](#i01f2c2b1323549aeb42f57664a8b19a9_151)[2](#i01f2c2b1323549aeb42f57664a8b19a9_151)[3](#i01f2c2b1323549aeb42f57664a8b19a9_151)] [added: 20](#ie6343caf72294276ab9a69e69bd23128_154)[2](#ie6343caf72294276ab9a69e69bd23128_154)[4](#ie6343caf72294276ab9a69e69bd23128_154)] [and [removed: 20](#i01f2c2b1323549aeb42f57664a8b19a9_151)22] [added: 20](#ie6343caf72294276ab9a69e69bd23128_154)23] | | | [removed: [58](#i01f2c2b1323549aeb42f57664a8b19a9_151)] [added: [55](#ie6343caf72294276ab9a69e69bd23128_154)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 20](#i01f2c2b1323549aeb42f57664a8b19a9_154)[2](#i01f2c2b1323549aeb42f57664a8b19a9_154)[3](#i01f2c2b1323549aeb42f57664a8b19a9_154)[, 20](#i01f2c2b1323549aeb42f57664a8b19a9_154)[2](#i01f2c2b1323549aeb42f57664a8b19a9_154)[2](#i01f2c2b1323549aeb42f57664a8b19a9_154)] [added: 20](#ie6343caf72294276ab9a69e69bd23128_157)[2](#ie6343caf72294276ab9a69e69bd23128_157)[4](#ie6343caf72294276ab9a69e69bd23128_157)[, 20](#ie6343caf72294276ab9a69e69bd23128_157)[2](#ie6343caf72294276ab9a69e69bd23128_157)[3](#ie6343caf72294276ab9a69e69bd23128_157)] [and [removed: 20](#i01f2c2b1323549aeb42f57664a8b19a9_154)21] [added: 20](#ie6343caf72294276ab9a69e69bd23128_157)22] | | | [removed: [59](#i01f2c2b1323549aeb42f57664a8b19a9_154)] [added: [56](#ie6343caf72294276ab9a69e69bd23128_157)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i01f2c2b1323549aeb42f57664a8b19a9_157) [for] [added: Income for] the years ended December [removed: 31, 20](#i01f2c2b1323549aeb42f57664a8b19a9_157)[2](#i01f2c2b1323549aeb42f57664a8b19a9_157)[3](#i01f2c2b1323549aeb42f57664a8b19a9_157)[, 20](#i01f2c2b1323549aeb42f57664a8b19a9_157)[2](#i01f2c2b1323549aeb42f57664a8b19a9_157)[2](#i01f2c2b1323549aeb42f57664a8b19a9_157)] [added: 31,](#ie6343caf72294276ab9a69e69bd23128_160) [20](#ie6343caf72294276ab9a69e69bd23128_157)[24](#ie6343caf72294276ab9a69e69bd23128_157)[, 20](#ie6343caf72294276ab9a69e69bd23128_157)[23](#ie6343caf72294276ab9a69e69bd23128_157)] [and [removed: 20](#i01f2c2b1323549aeb42f57664a8b19a9_157)21] [added: 20](#ie6343caf72294276ab9a69e69bd23128_157)22] | | | [removed: [60](#i01f2c2b1323549aeb42f57664a8b19a9_157)] [added: [57](#ie6343caf72294276ab9a69e69bd23128_160)] | | |

| [Consolidated Statements of Cash Flows for the years ended December [removed: 31, 20](#i01f2c2b1323549aeb42f57664a8b19a9_160)[2](#i01f2c2b1323549aeb42f57664a8b19a9_160)[3](#i01f2c2b1323549aeb42f57664a8b19a9_160)[, 20](#i01f2c2b1323549aeb42f57664a8b19a9_160)[2](#i01f2c2b1323549aeb42f57664a8b19a9_160)[2](#i01f2c2b1323549aeb42f57664a8b19a9_160)] [added: 31,](#ie6343caf72294276ab9a69e69bd23128_163) [20](#ie6343caf72294276ab9a69e69bd23128_157)[24](#ie6343caf72294276ab9a69e69bd23128_157)[, 20](#ie6343caf72294276ab9a69e69bd23128_157)[23](#ie6343caf72294276ab9a69e69bd23128_157)] [and [removed: 20](#i01f2c2b1323549aeb42f57664a8b19a9_160)21] [added: 20](#ie6343caf72294276ab9a69e69bd23128_157)22] | | | [removed: [61](#i01f2c2b1323549aeb42f57664a8b19a9_160)] [added: [58](#ie6343caf72294276ab9a69e69bd23128_163)] | | |

| [Consolidated Statements of Stockholders' Equity for the years ended December [removed: 31, 20](#i01f2c2b1323549aeb42f57664a8b19a9_163)[2](#i01f2c2b1323549aeb42f57664a8b19a9_163)[3](#i01f2c2b1323549aeb42f57664a8b19a9_163)[, 20](#i01f2c2b1323549aeb42f57664a8b19a9_163)[2](#i01f2c2b1323549aeb42f57664a8b19a9_163)[2](#i01f2c2b1323549aeb42f57664a8b19a9_163)] [added: 31,](#ie6343caf72294276ab9a69e69bd23128_166) [20](#ie6343caf72294276ab9a69e69bd23128_157)[24](#ie6343caf72294276ab9a69e69bd23128_157)[, 20](#ie6343caf72294276ab9a69e69bd23128_157)[23](#ie6343caf72294276ab9a69e69bd23128_157)] [and [removed: 20](#i01f2c2b1323549aeb42f57664a8b19a9_163)21] [added: 20](#ie6343caf72294276ab9a69e69bd23128_157)22] | | | [removed: [62](#i01f2c2b1323549aeb42f57664a8b19a9_163)] [added: [59](#ie6343caf72294276ab9a69e69bd23128_166)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i01f2c2b1323549aeb42f57664a8b19a9_166)] [added: Statements](#ie6343caf72294276ab9a69e69bd23128_169)] | | | [removed: [63](#i01f2c2b1323549aeb42f57664a8b19a9_166)] [added: [60](#ie6343caf72294276ab9a69e69bd23128_169)] | | |

| [Note 1 - Summary of Significant Accounting [removed: Policies](#i01f2c2b1323549aeb42f57664a8b19a9_169)] [added: Policies](#ie6343caf72294276ab9a69e69bd23128_172)] | | | [removed: [63](#i01f2c2b1323549aeb42f57664a8b19a9_169)] [added: [60](#ie6343caf72294276ab9a69e69bd23128_172)] | | |

| [removed: [Note](#i01f2c2b1323549aeb42f57664a8b19a9_172) [2](#i01f2c2b1323549aeb42f57664a8b19a9_172)] [added: [Note](#ie6343caf72294276ab9a69e69bd23128_175) [2](#ie6343caf72294276ab9a69e69bd23128_175)] [- Revenue [removed: Recognition](#i01f2c2b1323549aeb42f57664a8b19a9_172)] [added: Recognition](#ie6343caf72294276ab9a69e69bd23128_175)] | | | [removed: [67](#i01f2c2b1323549aeb42f57664a8b19a9_172)] [added: [63](#ie6343caf72294276ab9a69e69bd23128_175)] | | |

| [removed: [Note](#i01f2c2b1323549aeb42f57664a8b19a9_175) [3](#i01f2c2b1323549aeb42f57664a8b19a9_175)] [added: [Note](#ie6343caf72294276ab9a69e69bd23128_178) [3](#ie6343caf72294276ab9a69e69bd23128_178)] [- Fair Value [removed: Measurements](#i01f2c2b1323549aeb42f57664a8b19a9_175)] [added: Measurements](#ie6343caf72294276ab9a69e69bd23128_178)] | | | [removed: [70](#i01f2c2b1323549aeb42f57664a8b19a9_175)] [added: [67](#ie6343caf72294276ab9a69e69bd23128_178)] | | |

| [removed: [Note](#i01f2c2b1323549aeb42f57664a8b19a9_190) [5](#i01f2c2b1323549aeb42f57664a8b19a9_190) [-](#i01f2c2b1323549aeb42f57664a8b19a9_190)] [added: [Note](#ie6343caf72294276ab9a69e69bd23128_193) [5](#ie6343caf72294276ab9a69e69bd23128_193) [-](#ie6343caf72294276ab9a69e69bd23128_193)] [Goodwill [removed: and](#i01f2c2b1323549aeb42f57664a8b19a9_190)] [added: and](#ie6343caf72294276ab9a69e69bd23128_193)] [Intangible [removed: Assets](#i01f2c2b1323549aeb42f57664a8b19a9_190)] [added: Assets](#ie6343caf72294276ab9a69e69bd23128_193)] | | | [removed: [73](#i01f2c2b1323549aeb42f57664a8b19a9_190)] [added: [69](#ie6343caf72294276ab9a69e69bd23128_193)] | | |

| [removed: [Note](#i01f2c2b1323549aeb42f57664a8b19a9_202) [8](#i01f2c2b1323549aeb42f57664a8b19a9_202)] [added: [Note](#ie6343caf72294276ab9a69e69bd23128_208) [8](#ie6343caf72294276ab9a69e69bd23128_208)] [- Airport [removed: Redevelopment](#i01f2c2b1323549aeb42f57664a8b19a9_202)] [added: Redevelopment](#ie6343caf72294276ab9a69e69bd23128_208)] | | | [removed: [80](#i01f2c2b1323549aeb42f57664a8b19a9_202)] [added: [75](#ie6343caf72294276ab9a69e69bd23128_208)] | | |

| [removed: [Note](#i01f2c2b1323549aeb42f57664a8b19a9_205) [9](#i01f2c2b1323549aeb42f57664a8b19a9_205)] [added: [Note](#ie6343caf72294276ab9a69e69bd23128_211) [9](#ie6343caf72294276ab9a69e69bd23128_211)] [- Employee Benefit [removed: Plans](#i01f2c2b1323549aeb42f57664a8b19a9_205)] [added: Plans](#ie6343caf72294276ab9a69e69bd23128_211)] | | | [removed: [82](#i01f2c2b1323549aeb42f57664a8b19a9_205)] [added: [76](#ie6343caf72294276ab9a69e69bd23128_211)] | | |

| [Note [removed: 1](#i01f2c2b1323549aeb42f57664a8b19a9_211)[0](#i01f2c2b1323549aeb42f57664a8b19a9_211)] [added: 1](#ie6343caf72294276ab9a69e69bd23128_217)[0](#ie6343caf72294276ab9a69e69bd23128_217)] [- Commitments and [removed: Contingencies](#i01f2c2b1323549aeb42f57664a8b19a9_211)] [added: Contingencies](#ie6343caf72294276ab9a69e69bd23128_217)] | | | [removed: [87](#i01f2c2b1323549aeb42f57664a8b19a9_211)] [added: [81](#ie6343caf72294276ab9a69e69bd23128_217)] | | |