DAL 10-Q Quarterly Report March 31, 2024

DELTA AIR LINES, INC.

10-Qs and 10-Ks

10-Q	Quarter ended March 31, 2025
10-K	Fiscal year ended Dec. 31, 2024
10-Q	Quarter ended Sept. 30, 2024
10-Q	Quarter ended June 30, 2024
10-Q	Quarter ended March 31, 2024
10-K	Fiscal year ended Dec. 31, 2023
10-Q	Quarter ended Sept. 30, 2023
10-Q	Quarter ended June 30, 2023
10-Q	Quarter ended March 31, 2023
10-K	Fiscal year ended Dec. 31, 2022
10-Q	Quarter ended Sept. 30, 2022
10-Q	Quarter ended June 30, 2022
10-Q	Quarter ended March 31, 2022
10-K	Fiscal year ended Dec. 31, 2021
10-Q	Quarter ended Sept. 30, 2021
10-Q	Quarter ended June 30, 2021
10-Q	Quarter ended March 31, 2021
10-K	Fiscal year ended Dec. 31, 2020
10-Q	Quarter ended Sept. 30, 2020
10-Q	Quarter ended June 30, 2020
10-Q	Quarter ended March 31, 2020
10-K	Fiscal year ended Dec. 31, 2019
10-Q	Quarter ended Sept. 30, 2019
10-Q	Quarter ended June 30, 2019
10-Q	Quarter ended March 31, 2019
10-K	Fiscal year ended Dec. 31, 2018
10-Q	Quarter ended Sept. 30, 2018
10-Q	Quarter ended June 30, 2018
10-Q	Quarter ended March 31, 2018
10-K	Fiscal year ended Dec. 31, 2017
10-Q	Quarter ended Sept. 30, 2017
10-Q	Quarter ended June 30, 2017
10-Q	Quarter ended March 31, 2017
10-K	Fiscal year ended Dec. 31, 2016
10-Q	Quarter ended Sept. 30, 2016
10-Q	Quarter ended June 30, 2016
10-Q	Quarter ended March 31, 2016
10-K	Fiscal year ended Dec. 31, 2015
10-Q	Quarter ended Sept. 30, 2015
10-Q	Quarter ended June 30, 2015
10-Q	Quarter ended March 31, 2015
10-K	Fiscal year ended Dec. 31, 2014
10-Q	Quarter ended Sept. 30, 2014
10-Q	Quarter ended June 30, 2014
10-Q	Quarter ended March 31, 2014
10-K	Fiscal year ended Dec. 31, 2013
10-Q	Quarter ended Sept. 30, 2013
10-Q	Quarter ended June 30, 2013
10-Q	Quarter ended March 31, 2013
10-K	Fiscal year ended Dec. 31, 2012
10-Q	Quarter ended Sept. 30, 2012
10-Q	Quarter ended June 30, 2012
10-Q	Quarter ended March 31, 2012
10-K	Fiscal year ended Dec. 31, 2011
10-Q	Quarter ended Sept. 30, 2011
10-Q	Quarter ended June 30, 2011
10-Q	Quarter ended March 31, 2011
10-K	Fiscal year ended Dec. 31, 2010
10-Q	Quarter ended Sept. 30, 2010
10-Q	Quarter ended June 30, 2010
10-Q	Quarter ended March 31, 2010
10-K	Fiscal year ended Dec. 31, 2009

PROXIES

DEF 14A	Filed on April 25, 2025
DEF 14A	Filed on April 26, 2024
DEF 14A	Filed on April 28, 2023
DEF 14A	Filed on April 29, 2022
DEF 14A	Filed on April 30, 2021
DEF 14A	Filed on April 29, 2020
DEF 14A	Filed on April 26, 2019
DEF 14A	Filed on April 27, 2018
DEF 14A	Filed on April 28, 2017
DEF 14A	Filed on April 29, 2016
DEF 14A	Filed on April 30, 2015
DEF 14A	Filed on May 12, 2014
DEF 14A	Filed on April 30, 2013
DEF 14A	Filed on April 27, 2012
DEF 14A	Filed on April 29, 2011
DEF 14A	Filed on April 30, 2010

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


Or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-5424

DELTA AIR LINES, INC.

(Exact name of registrant as specified in its charter)


Delaware						58-0218548
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

Post Office Box 20706
Atlanta , Georgia						30320-6001
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code: ( 404 ) 715-2600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

DAL

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Number of shares outstanding by each class of common stock, as of March 31, 2024

Common Stock, $0.0001 par value - 645,312,283 shares outstanding

This document is also available through our website at http://ir.delta.com/.


Table of Contents

			Page
Forward Looking Statements			1
Report of Independent Registered Public Accounting Firm			2

Part I. Financial Information
Item 1. Financial Statements			3
Consolidated Balance Sheets			3
Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss)			4
Condensed Consolidated Statements of Cash Flows			5
Consolidated Statements of Stockholders' Equity			6
Notes to the Condensed Consolidated Financial Statements			7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			16
Item 3. Quantitative and Qualitative Disclosures About Market Risk			28
Item 4. Controls and Procedures			28

Part II. Other Information
Item 1. Legal Proceedings			28
Item 1A. Risk Factors			28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			28
Item 6. Exhibits			29

Signature			30

Forward Looking Statements

Unless otherwise indicated or the context otherwise requires, the terms "Delta," "we," "us" and "our" refer to Delta Air Lines, Inc. and its subsidiaries.

FORWARD-LOOKING STATEMENTS

Statements in this Form 10-Q (or otherwise made by us or on our behalf) that are not historical facts, including statements about our estimates, expectations, beliefs, intentions, projections, goals, aspirations, commitments or strategies for the future, may be "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations. Known material risk factors applicable to Delta are described in "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 ("Form 10-K"), other than risks that could apply to any issuer or offering. All forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report except as required by law.

Delta Air Lines, Inc. | March 2024 Form 10-Q 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Delta Air Lines, Inc.

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of Delta Air Lines, Inc. (the Company) as of March 31, 2024, the related condensed consolidated statements of operations and comprehensive income/(loss), condensed consolidated statements of cash flows, and consolidated statements of stockholders' equity for the three-month periods ended March 31, 2024 and 2023, and the related notes (collectively referred to as the "condensed consolidated interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2023, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders' equity for the year then ended, and the related notes (not presented herein); and in our report dated February 12, 2024, we expressed an unqualified audit opinion on those Consolidated Financial Statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2023, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission (SEC) and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


			/s/ Ernst & Young LLP
Atlanta, Georgia
April 10, 2024

Delta Air Lines, Inc. | March 2024 Form 10-Q 2

Financial Statements

DELTA AIR LINES, INC.

Consolidated Balance Sheets

(Unaudited)


(in millions, except share data)	March 31, 2024		December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	3,877	$	2,741
Short-term investments	589		1,127
Accounts receivable, net of allowance for uncollectible accounts of $ 16 and $ 17	3,748		3,130
Fuel, expendable parts and supplies inventories, net of allowance for obsolescence of $ 124 and $ 123	1,452		1,314
Prepaid expenses and other	1,913		1,957
Total current assets	11,579		10,269

Noncurrent Assets:
Property and equipment, net of accumulated depreciation and amortization of $ 22,156 and $ 21,707	35,915		35,486
Operating lease right-of-use assets	6,785		7,004
Goodwill	9,753		9,753
Identifiable intangibles, net of accumulated amortization of $ 913 and $ 911	5,981		5,983
Equity investments	3,247		3,457

Other noncurrent assets	1,709		1,692
Total noncurrent assets	63,390		63,375
Total assets	$	74,969	$	73,644

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of debt and finance leases	$	2,809	$	2,983
Current maturities of operating leases	742		759
Air traffic liability	10,193		7,044
Accounts payable	4,541		4,446
Accrued salaries and related benefits	3,037		4,561
Loyalty program deferred revenue	4,018		3,908
Fuel card obligation	1,100		1,100
Other accrued liabilities	2,038		1,617
Total current liabilities	28,478		26,418

Noncurrent Liabilities:
Debt and finance leases	16,555		17,071

Pension, postretirement and related benefits	3,524		3,601
Loyalty program deferred revenue	4,523		4,512
Noncurrent operating leases	6,203		6,468
Deferred income taxes, net	994		908
Other noncurrent liabilities	3,541		3,561
Total noncurrent liabilities	35,340		36,121

Commitments and Contingencies

Stockholders' Equity:
Common stock at $ 0.0001 par value; 1,500,000,000 shares authorized, 657,166,677 and 654,671,194 shares issued	—		—
Additional paid-in capital	11,688		11,641
Retained earnings	5,622		5,650
Accumulated other comprehensive loss	( 5,793 )		( 5,845 )
Treasury stock, at cost, 11,854,394 and 11,224,246 shares	( 366 )		( 341 )
Total stockholders' equity	11,151		11,105
Total liabilities and stockholders' equity	$	74,969	$	73,644
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Delta Air Lines, Inc. | March 2024 Form 10-Q 3

Financial Statements

DELTA AIR LINES, INC.

Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss)

(Unaudited)


	Three Months Ended March 31,
(in millions, except per share data)	2024		2023
Operating Revenue:
Passenger	$	11,131	$	10,411
Cargo	178		209
Other	2,439		2,139
Total operating revenue	13,748		12,759

Operating Expense:
Salaries and related costs	3,791		3,386
Aircraft fuel and related taxes	2,598		2,676
Ancillary businesses and refinery	1,370		1,125
Contracted services	1,024		1,010
Landing fees and other rents	748		584
Aircraft maintenance materials and outside repairs	679		585
Depreciation and amortization	615		564
Regional carrier expense	550		559
Passenger commissions and other selling expenses	550		500
Passenger service	413		416
Aircraft rent	136		132
Profit sharing	125		72
Pilot agreement and related expenses	—		864


Other	535		563
Total operating expense	13,134		13,036

Operating Income/(Loss)	614		( 277 )

Non-Operating Expense:
Interest expense, net	( 205 )		( 227 )

Gain/(loss) on investments, net	( 227 )		122
Loss on extinguishment of debt	( 4 )		( 22 )

Miscellaneous, net	( 56 )		( 102 )
Total non-operating expense, net	( 492 )		( 229 )

Income/(Loss) Before Income Taxes	122		( 506 )

Income Tax (Provision)/Benefit	( 85 )		143

Net Income/(Loss)	$	37	$	( 363 )

Basic Earnings/(Loss) Per Share	$	0.06	$	( 0.57 )
Diluted Earnings/(Loss) Per Share	$	0.06	$	( 0.57 )


Comprehensive Income/(Loss)	$	89	$	( 316 )

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Delta Air Lines, Inc. | March 2024 Form 10-Q 4

Financial Statements

DELTA AIR LINES, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
(in millions)	2024		2023
Net Cash Provided by Operating Activities	$	2,408	$	2,235

Cash Flows from Investing Activities:
Property and equipment additions:
Flight equipment, including advance payments	( 883 )		( 630 )
Ground property and equipment, including technology	( 310 )		( 370 )

Purchase of short-term investments	—		( 999 )
Redemption of short-term investments	546		897


Other, net	10		2
Net cash used in investing activities	( 637 )		( 1,100 )

Cash Flows from Financing Activities:



Payments on debt and finance lease obligations	( 712 )		( 1,166 )

Cash dividends	( 64 )		—

Other, net	( 11 )		( 13 )
Net cash used in financing activities	( 787 )		( 1,179 )

Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash Equivalents	984		( 44 )
Cash, cash equivalents and restricted cash equivalents at beginning of period	3,395		3,473
Cash, cash equivalents and restricted cash equivalents at end of period	$	4,379	$	3,429

Non-Cash Transactions:
Right-of-use assets acquired or modified under operating leases	$	( 34 )	$	208
Flight and ground equipment acquired or modified under finance leases	6		25
Operating leases converted to finance leases	—		30



The following table provides a reconciliation of cash, cash equivalents and restricted cash equivalents reported within the Consolidated Balance Sheets to the total of the same such amounts shown above:
	March 31,
(in millions)	2024		2023
Current assets:
Cash and cash equivalents	$	3,877	$	3,215
Restricted cash included in prepaid expenses and other	126		160
Noncurrent assets:
Restricted cash included in other noncurrent assets	376		54
Total cash, cash equivalents and restricted cash equivalents	$	4,379	$	3,429

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Delta Air Lines, Inc. | March 2024 Form 10-Q 5

Financial Statements

DELTA AIR LINES, INC.

Consolidated Statements of Stockholders' Equity

(Unaudited)


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock
(in millions, except per share data)	Shares	Amount								Shares	Amount		Total
Balance at December 31, 2023	655	$	—	$	11,641	$	5,650	$	( 5,845 )	11	$	( 341 )	$	11,105
Net income	—	—		—		37		—		—	—		37
Dividends declared ($ 0.10 per share)	—	—		—		( 65 )		—		—	—		( 65 )
Other comprehensive income	—	—		—		—		52		—	—		52
Common stock issued for employee equity awards (1)	2	—		47		—		—		1	( 25 )		22

Balance at March 31, 2024	657	$	—	$	11,688	$	5,622	$	( 5,793 )	12	$	( 366 )	$	11,151

(1) Treasury shares were withheld for payment of taxes, at a weighted average price per share of $ 39.83 in the March 2024 quarter.


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock
(in millions, except per share data)	Shares	Amount								Shares	Amount		Total
Balance at December 31, 2022	652	$	—	$	11,526	$	1,170	$	( 5,801 )	11	$	( 313 )	$	6,582
Net loss	—	—		—		( 363 )		—		—	—		( 363 )

Other comprehensive income	—	—		—		—		47		—	—		47
Common stock issued for employee equity awards (1)	2	—		18		—		—		—	( 24 )		( 6 )

Balance at March 31, 2023	654	$	—	$	11,544	$	807	$	( 5,754 )	11	$	( 337 )	$	6,260

(1) Treasury shares were withheld for payment of taxes, at a weighted average price per share of $ 39.73 in the March 2023 quarter.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Delta Air Lines, Inc. | March 2024 Form 10-Q 6

Notes to the Condensed Consolidated Financial Statements

DELTA AIR LINES, INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Delta Air Lines, Inc. and our consolidated subsidiaries, and have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information. Consistent with these requirements, this Form 10-Q does not include all the information required by GAAP for complete financial statements. As a result, this Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in our Form 10-K for the year ended December 31, 2023.

Management believes the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, including normal recurring items, considered necessary for a fair statement of results for the interim periods presented.

Due to seasonal variations in the demand for air travel, the volatility of aircraft fuel prices and other factors, operating results for the three months ended March 31, 2024 are not necessarily indicative of operating results for the entire year.

We reclassified certain prior period amounts to conform to the current period presentation. Unless otherwise noted, all amounts disclosed are stated before consideration of income taxes.

NOTE 2 . REVENUE RECOGNITION

Passenger Revenue



	Three Months Ended March 31,
(in millions)	2024		2023
Ticket	$	9,833	$	9,239
Loyalty travel awards	844		743
Travel-related services	454		429
Passenger revenue	$	11,131	$	10,411

Ticket

We recognized approximately $ 3.9 billion in passenger revenue during both the three months ended March 31, 2024 and 2023 that had been recorded in our air traffic liability balance at the beginning of those periods.

Loyalty Travel Awards

Loyalty travel awards revenue is related to the redemption of mileage credits ("miles") for air travel. Our SkyMiles loyalty program allows customers to earn miles by flying on Delta, Delta Connection and other airlines that participate in the loyalty program. Customers can also earn miles through participating companies, such as credit card, retail, ridesharing, car rental and hotel companies, who purchase miles from us. Our most significant contract to sell miles relates to our co-brand credit card relationship with American Express. During the three months ended March 31, 2024 and 2023, total cash sales from marketing agreements related to our loyalty program were $ 1.8 billion and $ 1.7 billion, respectively, which are allocated to travel and other performance obligations.

Current Activity of the Loyalty Program. Miles are combined in one homogeneous pool and are not separately identifiable. Therefore, revenue is comprised of miles that were part of the loyalty program deferred revenue balance at the beginning of the period as well as miles that were issued during the period. The timing of mile redemptions can vary widely; however, the majority of miles have historically been redeemed within two years of being earned.

Delta Air Lines, Inc. | March 2024 Form 10-Q 7

Notes to the Condensed Consolidated Financial Statements

The table below presents the activity of the current and noncurrent loyalty program deferred revenue and includes miles earned through travel and miles sold to participating companies, which are primarily through marketing agreements.


Loyalty program activity
(in millions)	2024		2023
Balance at January 1	$	8,420	$	7,882
Miles earned	1,021		999
Miles redeemed for air travel	( 844 )		( 743 )
Miles redeemed for non-air travel and other	( 56 )		( 40 )
Balance at March 31	$	8,541	$	8,098

Travel-Related Services

Travel-related services are primarily composed of services performed in conjunction with a passenger’s flight and include baggage fees, administrative fees and on-board sales.

Other Revenue



	Three Months Ended March 31,
(in millions)	2024		2023
Refinery	$	1,185	$	916
Loyalty program	795		726
Ancillary businesses	180		231
Miscellaneous	279		266
Other revenue	$	2,439	$	2,139

Refinery. This represents refinery sales to third parties. See Note 9, "Segments," for more information on revenue recognition within our refinery segment.

Loyalty Program. This relates to revenues from brand usage by third parties and other performance obligations embedded in miles sold, which are included within the total cash sales from marketing agreements, discussed above. This also includes the redemption of miles for non-air travel and other awards.

Ancillary Businesses. This includes aircraft maintenance services we provide to third parties and our vacation wholesale operations.

Miscellaneous. This is primarily composed of lounge access, including access provided to certain American Express cardholders, and codeshare revenues.

Delta Air Lines, Inc. | March 2024 Form 10-Q 8

Notes to the Condensed Consolidated Financial Statements

Revenue by Geographic Region

Operating revenue for the airline segment is recognized in a specific geographic region based on the origin, flight path and destination of each flight segment. A significant portion of the refinery segment's revenues typically consists of fuel sales to support the airline, which is eliminated in the Condensed Consolidated Financial Statements. The remaining operating revenue for the refinery segment is included in the domestic region. Our passenger and operating revenue by geographic region is summarized in the following tables:


Passenger revenue by geographic region

	Three Months Ended March 31,
(in millions)	2024		2023
Domestic	$	7,983	$	7,594
Atlantic	1,305		1,244
Latin America	1,265		1,132
Pacific	578		441
Total	$	11,131	$	10,411


Operating revenue by geographic region

	Three Months Ended March 31,
(in millions)	2024		2023
Domestic	$	10,031	$	9,396
Atlantic	1,581		1,548
Latin America	1,442		1,280
Pacific	694		535
Total	$	13,748	$	12,759

NOTE 3. FAIR VALUE MEASUREMENTS

Assets/(Liabilities) Measured at Fair Value on a Recurring Basis


(in millions)	March 31, 2024		Level 1		Level 2		Level 3
Cash equivalents	$	2,495	$	2,495	$	—	$	—
Restricted cash equivalents	501		501		—		—
Short-term investments
U.S. Government securities	473		101		372		—
Corporate obligations	86		—		86		—

Other fixed income securities	30		—		30		—
Long-term investments and related	2,641		2,387		139		115
Fuel hedge contracts	( 22 )		—		( 22 )		—


(in millions)	December 31, 2023		Level 1		Level 2		Level 3
Cash equivalents	$	1,545	$	1,545	$	—	$	—
Restricted cash equivalents	653		653		—		—
Short-term investments
U.S. Government securities	859		204		655		—
Corporate obligations	218		—		218		—
Other fixed income securities	50		—		50		—
Long-term investments and related	2,867		2,614		134		119
Fuel hedge contracts	5		—		5		—

Delta Air Lines, Inc. | March 2024 Form 10-Q 9

Notes to the Condensed Consolidated Financial Statements

Cash Equivalents and Restricted Cash Equivalents. Cash equivalents generally consist of money market funds. Restricted cash equivalents generally consist of money market funds, time deposits, commercial paper and negotiable certificates of deposit. Restricted cash equivalents primarily relate to proceeds from debt issued to finance, among other things, a portion of the construction costs for our new terminal facilities at New York's LaGuardia Airport as well as certain self-insurance obligations and airport commitments. Restricted cash equivalents are recorded in prepaid expenses and other on our Consolidated Balance Sheet ("balance sheet"). The fair value of these cash equivalents is based on a market approach using prices generated by market transactions involving identical or comparable assets.

Short-Term Investments. The fair values of our short-term investments are based on a market approach using industry standard valuation techniques that incorporate observable inputs such as quoted market prices, interest rates, benchmark curves, credit ratings of the security and other observable information. These investments are expected to mature in one year or less.

Long-Term Investments and Related. Our long-term investments measured at fair value primarily consist of equity investments, which are valued based on market prices or other observable transactions and inputs, and are recorded in equity investments on our balance sheet. Our equity investments in private companies are classified as Level 3 in the fair value hierarchy as their equity is not traded on a public exchange and our valuations incorporate certain unobservable inputs, including non-public equity issuances. Fair value measurement using unobservable inputs is inherently uncertain, and a change in significant inputs could result in different fair values. See Note 4, "Investments," for further information on our equity investments.

Fuel Hedge Contracts. Our derivative contracts to hedge the financial risk from changing fuel prices are related to inventory at our wholly-owned subsidiary, Monroe Energy, LLC ("Monroe"). We recognized losses of $ 96 million and gains of $ 31 million on our fuel hedge contracts in aircraft fuel and related taxes on our Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) ("income statement") for the three months ended March 31, 2024 and 2023, respectively. The losses recognized during the first three months of 2024 were composed of $ 27 million of mark-to-market losses and $ 69 million of settlement losses on contracts. Gains and losses on settled contracts are reflected within Monroe's operating results. See Note 9, "Segments," for further information on our Monroe refinery segment.

NOTE 4. INVESTMENTS


Equity investments ownership interest and carrying value
	Accounting Treatment	Ownership Interest				Carrying Value
(in millions)		March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
Air France-KLM	Fair Value	3	%	3	%	$	82	$	110
China Eastern	Fair Value	2	%	2	%	116		134

Grupo Aeroméxico	Equity Method	20	%	20	%	441		421
Hanjin KAL	Fair Value (1)	15	%	15	%	439		561
LATAM	Fair Value	10	%	10	%	756		658
Unifi Aviation	Equity Method	49	%	49	%	161		162
Wheels Up	Fair Value (2)	38	%	38	%	756		903
Other investments	Various					496		508
Equity investments						$	3,247	$	3,457

(1) At March 31, 2024, we held 14.8 % of the outstanding shares (including common and preferred), and 14.9 % of the common shares, of Hanjin KAL.

(2) Our voting rights with respect to Wheels Up are capped at 29.9 %.

Delta Air Lines, Inc. | March 2024 Form 10-Q 10

Notes to the Condensed Consolidated Financial Statements

NOTE 5. DEBT


Summary of outstanding debt by category
	Maturity			Interest Rate(s) Per Annum at			March 31,		December 31,
(in millions)	Dates			March 31, 2024			2024		2023
Unsecured Payroll Support Program Loans	2030	to	2031	1.00 %			$	3,496	$	3,496
Unsecured notes	2024	to	2029	2.90 %	to	7.38 %	2,575		2,590
Financing arrangements secured by SkyMiles assets:
SkyMiles Notes (1)	2024	to	2028	4.50 %	and	4.75 %	4,381		4,518
SkyMiles Term Loan (1)(2)	2024	to	2027	9.07 %			1,598		1,772
NYTDC Special Facilities Revenue Bonds (1)	2025	to	2045	4.00 %	to	6.00 %	3,591		3,656
Financing arrangements secured by aircraft:
Certificates (1)	2024	to	2028	2.00 %	to	8.00 %	1,582		1,591
Notes (1)(2)	2024	to	2033	4.00 %	to	7.59 %	94		165
Financing arrangements secured by slots, gates and/or routes:
2020 Senior Secured Notes	2025			7.00 %			812		838
2018 Revolving Credit Facility (2)	2026	to	2028	Undrawn			—		—
Other financings (1)(2)	2024	to	2030	2.51 %	to	5.00 %	67		67
Other revolving credit facilities (2)	2024	to	2026	Undrawn			—		—
Total secured and unsecured debt							$	18,196	$	18,693
Unamortized (discount)/premium and debt issue cost, net and other							( 69 )		( 83 )
Total debt							$	18,127	$	18,610
Less: current maturities							( 2,551 )		( 2,625 )
Total long-term debt							$	15,576	$	15,985

(1) Due in installments during the years shown above.

(2) Certain financings are comprised of variable rate debt. All variable rates are equal to SOFR (generally subject to a floor) or another index rate, plus a specified margin.

Availability Under Revolving Credit Facilities

As of March 31, 2024, we had approximately $ 2.9 billion undrawn and available under our revolving credit facilities.

Fair Value of Debt

Market risk associated with our fixed- and variable-rate debt relates to the potential reduction in fair value and negative impact to future earnings, respectively, from an increase in interest rates. The fair value of debt shown below is principally based on reported market values, recently completed market transactions and estimates based on interest rates, maturities, credit risk and underlying collateral. Debt is primarily classified as Level 2 within the fair value hierarchy.


Fair value of outstanding debt
(in millions)	March 31, 2024		December 31, 2023
Net carrying amount	$	18,127	$	18,610
Fair value	$	18,000	$	18,400

Covenants

Our debt agreements contain various affirmative, negative and financial covenants. We were in compliance with the covenants in our debt agreements at March 31, 2024.

Delta Air Lines, Inc. | March 2024 Form 10-Q 11

Notes to the Condensed Consolidated Financial Statements

NOTE 6. EMPLOYEE BENEFIT PLANS


Employee benefit plans net periodic cost
	Pension Benefits				Other Postretirement and Postemployment Benefits
(in millions)	2024		2023		2024		2023
Three Months Ended March 31,
Service cost	$	3	$	—	$	23	$	18
Interest cost	201		213		45		50
Expected return on plan assets	( 263 )		( 264 )		( 1 )		—
Amortization of prior service credit	—		—		( 1 )		( 1 )
Recognized net actuarial loss	62		60		5		3


Net periodic cost	$	3	$	9	$	71	$	70

Service cost is recorded in salaries and related costs in our income statement, while all other components are recorded within miscellaneous, net under non-operating expense.

NOTE 7. COMMITMENTS AND CONTINGENCIES

Aircraft Purchase Commitments

Our future aircraft purchase commitments totaled approximately $ 20.7 billion at March 31, 2024.


Aircraft purchase commitments (1)
(in millions)	Total
Nine months ending December 31, 2024	$	2,990
2025	3,970
2026	4,990
2027	5,020
2028	2,980
Thereafter	770
Total	$	20,720

(1) The timing of these commitments is based on our contractual agreements with the aircraft manufacturers and remains uncertain due to supply chain, manufacturing and regulatory constraints.

Our future aircraft purchase commitments included the following aircraft at March 31, 2024:


Aircraft purchase commitments by fleet type
Aircraft Type			Purchase Commitments
A220-300			76
A321-200neo			101
A330-900neo			12
A350-900			16
A350-1000			20
B-737-10			100
Total			325

Aircraft Orders

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.

Delta Air Lines, Inc. | March 2024 Form 10-Q 12

Notes to the Condensed Consolidated Financial Statements

Legal Contingencies

We are involved in various legal proceedings related to employment practices, environmental issues, commercial disputes, antitrust and other regulatory matters concerning our business. We record liabilities for losses from legal proceedings when we determine that it is probable that the outcome in a legal proceeding will be unfavorable and the amount of loss can be reasonably estimated. Although the outcome of the legal proceedings in which we are involved cannot be predicted with certainty, we believe that the resolution of current matters will not have a material adverse effect on our Condensed Consolidated Financial Statements.

NOTE 8. ACCUMULATED OTHER COMPREHENSIVE LOSS


Components of accumulated other comprehensive loss
(in millions)	Pension and Other Benefit Liabilities		Other		Tax Effect		Total
Balance at January 1, 2024	$	( 6,681 )	$	40	$	796	$	( 5,845 )

Reclassifications into earnings (1)	66		—		( 14 )		52
Balance at March 31, 2024	$	( 6,615 )	$	40	$	782	$	( 5,793 )


Balance at January 1, 2023	$	( 6,624 )	$	41	$	782	$	( 5,801 )

Reclassifications into earnings (1)	62		—		( 15 )		47
Balance at March 31, 2023	$	( 6,562 )	$	41	$	767	$	( 5,754 )

(1) Amounts reclassified from accumulated other comprehensive loss for pension and other benefit liabilities are recorded in miscellaneous, net in non-operating expense in our income statement.

Delta Air Lines, Inc. | March 2024 Form 10-Q 13

Notes to the Condensed Consolidated Financial Statements

NOTE 9. SEGMENTS

Refinery Operations

Our refinery segment operates for the benefit of the airline segment by providing jet fuel to the airline segment from its own production and from jet fuel obtained through agreements with third parties. The refinery's production consists of jet fuel, as well as non-jet fuel products. We use several counterparties to exchange non-jet fuel products produced by the refinery for jet fuel consumed in our airline operations.

Segment Reporting

Segment results are prepared based on our internal accounting methods described below, with reconciliations to consolidated amounts in accordance with GAAP. Our segments are not designed to measure operating income or loss directly related to the products and services included in each segment on a stand-alone basis.


Financial information by segment
(in millions)	Airline		Refinery		Intersegment Sales/Other			Consolidated
Three Months Ended March 31, 2024
Operating revenue	$	12,563	$	2,049	$	( 864 )	(1)	$	13,748



Depreciation and amortization	615		27		( 27 )		(2)	615
Operating income (2)	565		49		—			614
Interest expense, net	205		5		( 5 )			205

Total assets, end of period	72,875		2,123		( 29 )			74,969

Capital expenditures	1,178		15		—			1,193

Three Months Ended March 31, 2023
Operating revenue	$	11,843	$	2,352	$	( 1,436 )	(1)	$	12,759



Depreciation and amortization	564		23		( 23 )		(2)	564
Operating (loss)/income (2)	( 499 )		222		—			( 277 )
Interest expense, net	227		4		( 4 )			227

Total assets, end of period	70,183		3,005		( 54 )			73,134

Capital expenditures	971		29		—			1,000

(1) See table below for detail of the intersegment operating revenue amounts.

(2) Refinery segment operating results, including depreciation and amortization, are included within aircraft fuel and related taxes in our income statement.


Operating Revenue Intersegment Sales/Other
	Three Months Ended March 31,
(in millions)	2024		2023
Sales to airline segment (1)	$	( 386 )	$	( 596 )
Exchanged products (2)	( 439 )		( 714 )
Sales of refined products	( 39 )		( 126 )
Total Operating Revenue Intersegment Sales/Other	$	( 864 )	$	( 1,436 )

(1) Represents transfers, valued on a market price basis, from the refinery to the airline segment for use in airline operations. We determine market price for jet fuel from the refinery by reference to the market index for the primary delivery location, which is New York Harbor.

(2) Represents value of products delivered under our exchange agreements, as discussed above, determined on a market price basis.

Delta Air Lines, Inc. | March 2024 Form 10-Q 14

Notes to the Condensed Consolidated Financial Statements

NOTE 10. EARNINGS/(LOSS) PER SHARE

We calculate basic earnings/(loss) per share and diluted loss per share by di viding net income/(loss) by the weighted average number of common shares outstanding, excluding restricted shares. We calculate diluted earnings per share by dividing net income by the weighted average number of common shares outstanding plus the dilutive effect of outstanding share-based instruments, including stock options, restricted stock awards and warrants. Ant idilutive common stock equivalents excluded from the diluted earnings per share calculation are not material. The following table shows the computation of basic and diluted earnings/(loss) per share:


Basic and diluted earnings/(loss) per share
	Three Months Ended March 31,
(in millions, except per share data)	2024		2023
Net income/(loss)	$	37	$	( 363 )

Basic weighted average shares outstanding	640		639
Dilutive effect of share-based instruments	5		—
Diluted weighted average shares outstanding	645		639

Basic earnings/(loss) per share	$	0.06	$	( 0.57 )
Diluted earnings/(loss) per share	$	0.06	$	( 0.57 )

Delta Air Lines, Inc. | March 2024 Form 10-Q 15

Item 2. MD&A

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our audited Consolidated Financial Statements and related notes included in our 2023 Form 10-K.

March 2024 Quarter Financial Highlights

Our operating income for the March 2024 quarter improved $891 million compared to the March 2023 quarter to $614 million for the reasons discussed below.

Revenue. Compared to the March 2023 quarter, our total revenue increased $989 million, or 8%, due primarily to a 7% increase in capacity and continued strength in travel demand across all geographic regions, particularly for our premium products. Total revenue, adjusted (a non-GAAP financial measure, which excludes revenue related to refinery sales to third parties) increased in the March 2024 quarter by $721 million, or 6%, compared to the March 2023 quarter.

Operating Expense. Total operating expense in the March 2024 quarter increased $98 million, or 1%, compared to the March 2023 quarter, primarily due to higher employee costs from increased wages and profit sharing and increased costs associated with higher capacity, partially offset by the one time pilot agreement-related expenses in 2023. Total operating expense, adjusted (a non-GAAP financial measure) in the March 2024 quarter increased $627 million, or 6%, compared to the March 2023 quarter. Adjustments were primarily to exclude expenses related to refinery sales to third parties and the one time pilot agreement-related expenses in 2023.

Our total operating cost per available seat mile ("CASM") decreased 6% compared to the March 2023 quarter, primarily due to a 7% increase in capacity, as well as the one time pilot agreement-related expenses in 2023. Non-fuel unit cost ("CASM-Ex", a non-GAAP financial measure) increased 1.5%, primarily due to higher employee costs from increased wages and profit sharing.

Cash Flow . Our cash, cash equivalents, short-term investments and aggregate undrawn principal amount available under our revolving credit facilities ("liquidity") as of March 31, 2024 was $7.4 billion.

During the March 2024 quarter, operating activities generated $2.4 billion. Cash flows from operating activities benefited from the sale of tickets to managed corporate customers, including tickets for travel during and beyond the quarter, which grew 14% during the March 2024 quarter compared to the March 2023 quarter, led by large accounts, particularly in the technology, consumer services and financial services sectors. In addition, total cash sales to American Express were $1.7 billion in the March 2024 quarter, an increase of approximately 5% compared to the March 2023 quarter.

Cash flows used in investing activities during the quarter totaled $637 million as capital expenditures were partially offset by redemptions of short-term investments. These operating and investing activities yielded free cash flow (a non-GAAP financial measure) of $1.4 billion in the March 2024 quarter. Additionally, we had cash outflows of $712 million related to repayments of our debt and finance leases.

The non-GAAP financial measures referenced above for total revenue, adjusted, operating expense, adjusted, CASM-Ex and free cash flow are defined and reconciled in "Supplemental Information" below.

Delta Air Lines, Inc. | March 2024 Form 10-Q 16

Item 2. MD&A - Results of Operations

Results of Operations - Three Months Ended March 31, 2024 and 2023

Total Operating Revenue


	Three Months Ended March 31,						Increase (Decrease)	% Increase (Decrease)
(in millions) (1)	2024			2023
Ticket - Main cabin	$	5,425		$	5,223			$	202		4	%
Ticket - Premium products	4,408			4,016				392			10	%
Loyalty travel awards	844			743				101			14	%
Travel-related services	454			429				25			6	%
Passenger revenue	$	11,131		$	10,411			$	720		7	%
Cargo	178			209				(31)			(15)	%
Other	2,439			2,139				300			14	%
Total operating revenue	$	13,748		$	12,759			$	989		8	%

TRASM (cents)	20.98		¢	20.80		¢		0.18		¢	1	%
Third-party refinery sales	(1.81)			(1.49)				(0.32)			21	%

TRASM, adjusted (2)	19.17		¢	19.30		¢		(0.13)		¢	(0.7)	%

(1) Total amounts in the table above may not calculate exactly due to rounding.

(2) Total Revenue per available seat mile ("TRASM"), adjusted is a non-GAAP financial measure. For additional information on adjustments to TRASM, see "Supplemental Information" below.

Compared to the March 2023 quarter, total revenue increased $989 million, or 8%, due primarily to a 7% increase in capacity and continued strength in travel demand across all geographic regions, particularly for our premium products.

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

Passenger Revenue by Geographic Region


			Increase (Decrease) vs. Three Months Ended March 31, 2023
(in millions)	Three Months Ended March 31, 2024		Passenger Revenue		RPMs (Traffic)		ASMs (Capacity)		Passenger Mile Yield		PRASM		Load Factor
Domestic	$	7,983	5	%	5	%	2	%	—	%	3	%	2	pts
Atlantic	1,305		5	%	6	%	2	%	(1)	%	2	%	3	pts
Latin America	1,265		12	%	26	%	27	%	(12)	%	(12)	%	—	pts
Pacific	578		31	%	34	%	36	%	(2)	%	(4)	%	(1)	pt
Total	$	11,131	7	%	9	%	7	%	(2)	%	—	%	2	pts

Domestic

Domestic passenger revenue increased 5% in the March 2024 quarter compared to the March 2023 quarter on a 2% increase in capacity and two point increase in load factor. 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 period.

International

International passenger revenue for the March 2024 quarter increased compared to the March 2023 quarter in each geographic region. Passenger unit revenue declined 3% as we continued to invest in rebuilding our Latin and Pacific networks. Strong demand for international travel, particularly to leisure destinations, enabled a one point increase in load factor on a 16% increase in capacity compared to the March 2023 quarter.

Delta Air Lines, Inc. | March 2024 Form 10-Q 17

Item 2. MD&A - Results of Operations

Other Revenue


	Three Months Ended March 31,				Increase (Decrease)	% Increase (Decrease)
(in millions)	2024		2023
Refinery	$	1,185	$	916		$	269	29	%
Loyalty program	795		726			69		10	%
Ancillary businesses	180		231			(51)		(22)	%
Miscellaneous	279		266			13		5	%
Other revenue	$	2,439	$	2,139		$	300	14	%

Refinery. Refinery sales to third parties increased $269 million compared to the March 2023 quarter due to higher sales volume. See "Refinery Segment" below for additional details on the refinery's operations, including third party refinery sales.

Loyalty Program. This relates to revenues from brand usage by third parties and other performance obligations embedded in miles sold, as well as redemption of miles for non-air travel and other awards. These revenues are mainly driven by customer spend on American Express cards and new cardholder acquisitions. Revenues from our relationship with American Express increased compared to the March 2023 quarter due to increased co-brand card spend.

Delta Air Lines, Inc. | March 2024 Form 10-Q 18

Item 2. MD&A - Results of Operations

Operating Expense


	Three Months Ended March 31,				Increase (Decrease)	% Increase (Decrease)
(in millions)	2024		2023
Salaries and related costs	$	3,791	$	3,386		$	405	12	%
Aircraft fuel and related taxes	2,598		2,676			(78)		(3)	%
Ancillary businesses and refinery	1,370		1,125			245		22	%
Contracted services	1,024		1,010			14		1	%
Landing fees and other rents	748		584			164		28	%
Aircraft maintenance materials and outside repairs	679		585			94		16	%
Depreciation and amortization	615		564			51		9	%
Regional carrier expense	550		559			(9)		(2)	%
Passenger commissions and other selling expenses	550		500			50		10	%
Passenger service	413		416			(3)		(1)	%
Aircraft rent	136		132			4		3	%
Profit sharing	125		72			53		74	%



Pilot agreement and related expenses	—		864			(864)		NM
Other	535		563			(28)		(5)	%
Total operating expense	$	13,134	$	13,036		$	98	1	%

Salaries and Related Costs. We implemented a base pay increase for eligible employees of 5% effective April 1, 2023 and on January 1, 2024, Delta pilots received a 5% pay increase. Additionally, we had approximately 5,000 more employees as of March 31, 2024 than at March 31, 2023, principally in in-flight service, flight operations and aircraft maintenance, in order to support our operations. Each of these items contributed to the increase in salaries and related costs during the March 2024 quarter compared to the March 2023 quarter.

Aircraft Fuel and Related Taxes. Aircraft fuel and related taxes decreased $78 million compared to the March 2023 quarter primarily due to a 15% decrease in the market price of jet fuel partially offset by a 5% increase in consumption on a 7% increase in capacity. The refinery also provided a benefit of five cents per gallon compared to a benefit of 25 cents per gallon in the March 2023 quarter. We expect jet fuel prices to remain volatile.

See "Refinery Segment" below for additional details on the refinery's operations.


Fuel expense and average price per gallon
								Average Price Per Gallon
	Three Months Ended March 31,				Increase (Decrease)	Three Months Ended March 31,				Increase (Decrease)
(in millions, except per gallon data)	2024		2023					2024				2023
Fuel purchase cost (1)	$	2,620	$	2,939		$	(319)	$	2.81	$	3.31		$	(0.50)

Fuel hedge impact	27		(41)			68		0.03		(0.05)			0.08
Refinery segment impact	(49)		(222)			173		(0.05)		(0.25)			0.20
Total fuel expense	$	2,598	$	2,676		$	(78)	$	2.79	$	3.01		$	(0.22)

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

Ancillary Businesses and Refinery. Ancillary businesses and refinery includes expenses associated with refinery sales to third parties, aircraft maintenance services we provide to third parties and our vacation wholesale operations. Refinery sales to third parties increased $269 million compared to the March 2023 quarter due to higher sales volume. See "Refinery Segment" below for additional details on the refinery's operations, including third party refinery sales.

Landing Fees and Other Rents. The increase in landing fees and other rents primarily resulted from higher rates charged by airports following extensive redevelopment projects at numerous facilities and more flights compared to the March 2023 quarter that contributed to our increased capacity.

Delta Air Lines, Inc. | March 2024 Form 10-Q 19

Item 2. MD&A - Results of Operations

Pilot agreement and related expenses. In the March 2023 quarter, Delta pilots ratified a new four-year Pilot Working Agreement effective January 1, 2023. The agreement includes numerous work rule changes and pay rate increases during the four-year term, including an initial pay rate increase of 18%. The agreement also includes a provision for a one-time payment made upon ratification in the March 2023 quarter of $735 million. Additionally, we recorded adjustments to other benefit-related items of approximately $130 million.

Non-Operating Results


	Three Months Ended March 31,				Favorable (Unfavorable)
(in millions)	2024		2023
Interest expense, net	$	(205)	$	(227)	$	22

Gain/(loss) on investments, net	(227)		122		(349)
Loss on extinguishment of debt	(4)		(22)		18

Miscellaneous, net	(56)		(102)		46
Total non-operating expense, net	$	(492)	$	(229)	$	(263)

Interest expense, net. Interest expense, net includes interest expense and interest income. This decreased compared to the prior year primarily due to reduced interest expense resulting from our debt reduction initiatives. During 2023, we made payments of approximately $4.1 billion related to our debt and finance lease obligations and we have continued to pay down our debt during the three months ended March 31, 2024 with $712 million of payments on debt and finance lease obligations. We continue to seek opportunities to pre-pay our debt, in addition to periodic amortization and scheduled maturities.

Gain/(loss) on investments, net. Changes in the valuation of investments accounted for at fair value are recorded in gain/(loss) on investments, net and are driven by changes in stock prices, foreign currency fluctuations and other valuation techniques for investments in certain companies, particularly those without publicly-traded shares. See Note 4 of the Notes to the Condensed Consolidated Financial Statements for additional information on our equity investments measured at fair value on a recurring basis.

Loss on extinguishment of debt. Loss on extinguishment of debt reflects the losses incurred in the early repayment of certain loans and notes.

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

Income Taxes

We project our annual effective tax rate for 2024 will be between 23% and 25%. In certain periods, we may have adjustments to our net deferred tax liabilities as a result of changes in prior year estimates, mark-to-market adjustments on our equity investments and tax laws enacted during the period, which will impact the effective tax rate for that period.

Delta Air Lines, Inc. | March 2024 Form 10-Q 20

Item 2. MD&A - Refinery Segment

Refinery Segment

The refinery operated by Monroe primarily produces gasoline, diesel and jet fuel. Monroe exchanges non-jet fuel products the refinery produces with third parties for jet fuel consumed in our airline operations. The jet fuel produced and procured through exchanging gasoline and diesel fuel produced by the refinery typically provides approximately 200,000 barrels per day, or approximately 75% of our consumption, for use in our airline operations. The refinery generated lower operating income in the three months ended March 31, 2024 compared to the three months ended March 31, 2023, primarily as a result of lower pricing.

For more information regarding the refinery's results, see Note 9 of the Notes to the Condensed Consolidated Financial Statements.


Refinery segment financial information
	Three Months Ended March 31,				Increase (Decrease)
(in millions, except per gallon data)	2024		2023
Exchanged products	$	439	$	714	$	(275)
Sales of refined products	39		126		(87)
Sales to airline segment	386		596		(210)
Third party refinery sales	1,185		916		269
Operating revenue	$	2,049	$	2,352	$	(303)

Operating income	$	49	$	222	$	(173)
Refinery segment impact on airline average price per fuel gallon	$	(0.05)	$	(0.25)	$	0.20

Operating Statistics


	Three Months Ended March 31,						% Increase (Decrease)
Consolidated (1)	2024			2023
Revenue passenger miles (in millions) ("RPM")	54,207			49,687				9	%
Available seat miles (in millions) ("ASM")	65,542			61,351				7	%
Passenger mile yield	20.53		¢	20.95		¢		(2)	%
Passenger revenue per available seat mile ("PRASM")	16.98		¢	16.97		¢		—	%
Total revenue per available seat mile ("TRASM")	20.98		¢	20.80		¢		1	%
TRASM, adjusted (2)	19.17		¢	19.30		¢		(0.7)	%
Cost per available seat mile ("CASM")	20.04		¢	21.25		¢		(6)	%
CASM-Ex (2)	14.08		¢	13.86		¢		1.5	%

Passenger load factor	83		%	81		%		2	pts
Fuel gallons consumed (in millions)	931			888				5	%
Average price per fuel gallon (3)	$	2.79		$	3.01			(7)	%
Average price per fuel gallon, adjusted (2)(3)	$	2.76		$	3.06			(10)	%

(1) Includes the operations of our regional carriers under capacity purchase agreements.

(2) Non-GAAP financial measures defined and reconciled to TRASM, CASM and average fuel price per gallon, respectively, in "Supplemental Information" below.

(3) Includes the impact of fuel hedge activity and refinery segment results.

Delta Air Lines, Inc. | March 2024 Form 10-Q 21

Item 2. MD&A - Fleet Information

Fleet Information

Our operating aircraft fleet, purchase commitments and options at March 31, 2024 are summarized in the following table.


Mainline aircraft information by fleet type
	Current Fleet (1)					Commitments
Fleet Type	Owned	Finance Lease	Operating Lease	Total	Average Age (Years)	Purchase	Options
A220-100	45	—	—	45	4.3
A220-300	24	—	—	24	1.8	76
A319-100	57	—	—	57	22.1
A320-200	60	—	—	60	28.5
A321-200	70	15	42	127	5.3
A321-200neo	54	—	—	54	1.0	101	70
A330-200	11	—	—	11	19.0
A330-300	28	—	3	31	15.2
A330-900neo	20	2	5	27	2.3	12	10
A350-900	17	—	11	28	5.3	16	10
A350-1000	—	—	—	—	—	20
B-717-200	10	70	—	80	22.5
B-737-800	73	4	—	77	22.5
B-737-900ER	114	—	49	163	8.2
B-737-10	—	—	—	—	—	100	30
B-757-200	98	—	—	98	26.5
B-757-300	16	—	—	16	21.1
B-767-300ER	44	—	—	44	28.0
B-767-400ER	21	—	—	21	23.2
Total	762	91	110	963	14.9	325	120

(1) Excludes certain aircraft we own or lease that are operated by regional carriers on our behalf shown in the table below.

The table below summarizes the aircraft operated by regional carriers on our behalf at March 31, 2024.


Regional aircraft information by fleet type and carrier
	Fleet Type (1)(2)
Carrier	CRJ-700	CRJ-900	Embraer 170	Embraer 175	Total
Endeavor Air, Inc. (3)	9	120	—	—	129
SkyWest Airlines, Inc.	8	37	—	85	130
Republic Airways, Inc.	—	—	11	46	57
Total	17	157	11	131	316

(1) We own 192 and have operating leases for three of these regional aircraft. The remainder are owned or leased by SkyWest Airlines, Inc. or Republic Airways, Inc.

(2) Excluded from the total operating count above are nine CRJ-700 and three CRJ-900 aircraft which are owned and temporarily parked as of March 31, 2024.

(3) Endeavor Air, Inc. is a wholly owned subsidiary of Delta.

Delta Air Lines, Inc. | March 2024 Form 10-Q 22

Item 2. MD&A - Financial Condition and Liquidity

Financial Condition and Liquidity

As of March 31, 2024, we had $7.4 billion in cash, cash equivalents, short-term investments and aggregate undrawn principal amount available under our revolving credit facilities. We expect to meet our liquidity needs for the next twelve months with cash and cash equivalents, short-term investments and cash flows from operations. We expect to meet our long-term liquidity needs with cash flows from operations and financing arrangements.

Undrawn Lines of Credit. As of March 31, 2024, we had approximately $2.9 billion undrawn and available under our revolving credit facilities.

Sources and Uses of Liquidity

Operating Activities

We generated cash flows from operations of $2.4 billion and $2.2 billion in the three months ended March 31, 2024 and 2023, respectively. We expect to continue generating positive cash flows from operations during the remainder of 2024.

Our operating cash flow is impacted by the following factors:

Seasonality of Advance Ticket Sales. We sell tickets for air travel in advance of the customer's travel date. When we receive a cash payment at the time of sale, we record the cash received on advance sales as deferred revenue in air traffic liability. The air traffic liability typically increases during the winter and spring months as advance ticket sales grow prior to the summer peak travel season and decreases during the summer and fall months.

Fuel. Fuel expense represented approximately 20% and 21% of our total operating expense for the three months ended March 31, 2024 and 2023, respectively. The market price for jet fuel is volatile, which can impact the comparability of our periodic cash flows from operations. The market price for jet fuel was lower in the March quarter 2024 compared to the March quarter 2023. Fuel consumption was higher during the three months ended March 31, 2024 compared to the prior year period due to the increase in capacity. We continue to expect that fuel consumption for the full year 2024 will increase compared to 2023 aligned with capacity, partially offset by increases in the fuel efficiency of our fleet.

Profit Sharing. We paid $1.4 billion in profit sharing payments in February 2024 related to our 2023 pre-tax profit in recognition of our employees' contributions toward achieving the year's financial results. This is an increase compared to our profit sharing payment made in February 2023, where we paid $563 million in profit sharing related to our 2022 pre-tax profit.

Our broad-based employee profit sharing program provides that for each year in which we have an annual pre-tax profit, as defined by the terms of the program, we will pay a specified portion of that profit to eligible employees. In determining the amount of profit sharing, the program defines profit as pre-tax profit adjusted for profit sharing and certain other items. During the three months ended March 31, 2024, we accrued $125 million in profit sharing expense based on the year-to-date performance and current expectations for 2024 profit.

Sale of Miles to Participating Companies. Customers earn miles based on their spending with participating companies such as credit card, retail, ridesharing, car rental and hotel companies with which we have marketing agreements to sell miles. Payments are typically due to us monthly based on the volume of miles sold during the period. Our most significant contract to sell miles relates to our co-brand credit card relationship with American Express. Total cash sales to American Express were $1.7 billion in the three months ended March 31, 2024, an increase of 5% compared to the prior year period. See Note 2 of the Notes to the Condensed Consolidated Financial Statements for further information regarding the cash sales from marketing agreements.

Delta Air Lines, Inc. | March 2024 Form 10-Q 23

Item 2. MD&A - Financial Condition and Liquidity

Investing Activities

Short-Term Investments. During the three months ended March 31, 2024, we redeemed a net of $546 million in short-term investments. See Note 3 of the Notes to the Condensed Consolidated Financial Statements for further information on these investments.

Capital Expenditures. Our capital expenditures were $1.2 billion and $1.0 billion for the three months ended March 31, 2024 and 2023, respectively. We have committed to future aircraft purchases and have obtained, but are under no obligation to use, long-term financing commitments for a substantial portion of the purchase price of the aircraft. Our expected 2024 capital spend of approximately $5.0 billion, excluding the New York-LaGuardia airport project discussed below, will be primarily for aircraft, including deliveries and advance deposit payments, as well as fleet modifications and technology enhancements and may vary depending on financing decisions.

New York-LaGuardia Redevelopment. As part of the terminal redevelopment project at LaGuardia Airport, we are partnering with the Port Authority of New York and New Jersey to replace Terminals C and D with a new state-of-the-art terminal facility. Construction is ongoing with completion expected by the end of 2024.

Using funding primarily provided by existing financing arrangements and other sources of funding, we expect to spend approximately $400 million on this project during 2024, of which $93 million was incurred in the three months ended March 31, 2024.

Financing Activities

Debt and Finance Leases. In the three months ended March 31, 2024, we had cash outflows of $712 million related to repayments of our debt and finance lease obligations. We continue to seek opportunities to pre-pay our debt, in addition to periodic amortization and scheduled maturities.

In February 2024, Moody's credit rating agency affirmed our credit rating and upgraded its outlook for Delta to positive.

Capital Return to Shareholders. In the March 2024 quarter, the Board of Directors approved a quarterly dividend of $0.10 per share, which we paid on March 18, 2024 for total cash dividends of $64 million.

Covenants. We were in compliance with the covenants in our debt agreements at March 31, 2024.

Critical Accounting Estimates

There have been no material changes in our Critical Accounting Estimates from the information provided in the "Critical Accounting Estimates" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K.

Delta Air Lines, Inc. | March 2024 Form 10-Q 24

Item 2. MD&A - Supplemental Information

Supplemental Information

We sometimes use information (non-GAAP financial measures) that is derived from the Condensed Consolidated Financial Statements, but that is not presented in accordance with GAAP. Under the U.S. Securities and Exchange Commission rules, non-GAAP financial measures may be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.

Included below are reconciliations of non-GAAP measures used within this Form 10-Q to the most directly comparable GAAP financial measures. Reconciliations below may not calculate exactly due to rounding. These reconciliations include certain adjustments to GAAP measures to provide comparability between the reported periods, if applicable, and for the reasons indicated below:

• Third-party refinery sales. Refinery sales to third parties, and related expenses, are not related to our airline segment. Excluding these sales therefore provides a more meaningful comparison of our airline operations to the rest of the airline industry.

• MTM adjustments and settlements on hedges. Mark-to-market ("MTM") adjustments are defined as fair value changes recorded in periods other than the settlement period. Such fair value changes are not necessarily indicative of the actual settlement value of the underlying hedge in the contract settlement period, and therefore we remove this impact to allow investors to better understand and analyze our core performance. Settlements represent cash received or paid on hedge contracts settled during the applicable period.

• One-time pilot agreement expenses . In the March 2023 quarter, Delta pilots ratified a new four-year Pilot Working Agreement effective January 1, 2023. The agreement includes numerous work rule changes and pay rate increases during the four-year term, including an initial pay rate increase of 18%. The agreement also includes a provision for a one-time payment made upon ratification in the March 2023 quarter of $735 million. Additionally, we recorded adjustments to other benefit-related items of approximately $130 million. Adjusting for these expenses allows investors to better understand and analyze our core cost performance.

• Aircraft fuel and related taxes. The volatility in fuel prices impacts the comparability of year-over-year financial performance. The adjustment for aircraft fuel and related taxes allows investors to better understand and analyze our non-fuel costs and year-over-year financial performance.

• Profit sharing. We adjust for profit sharing because this adjustment allows investors to better understand and analyze our recurring cost performance and provides a more meaningful comparison of our core operating costs to the airline industry.


Total revenue, adjusted reconciliation
	Three Months Ended March 31,
(in millions)	2024		2023
Total revenue	$	13,748	$	12,759
Adjusted for:
Third-party refinery sales	(1,185)		(916)
Total revenue, adjusted	$	12,563	$	11,842


Operating expense, adjusted reconciliation
	Three Months Ended March 31,
(in millions)	2024		2023
Operating expense	$	13,134	$	13,036
Adjusted for:

MTM adjustments and settlements on hedges	(27)		41
Third-party refinery sales	(1,185)		(916)
One-time pilot agreement expenses	—		(864)


Operating expense, adjusted	$	11,923	$	11,296

Delta Air Lines, Inc. | March 2024 Form 10-Q 25

Item 2. MD&A - Supplemental Information


Fuel expense, adjusted reconciliation
						Average Price Per Gallon
	Three Months Ended March 31,				Three Months Ended March 31,
(in millions, except per gallon data)	2024		2023			2024		2023
Total fuel expense	$	2,598	$	2,676		$	2.79	$	3.01
Adjusted for:
MTM adjustments and settlements on hedges	(27)		41			(0.03)		0.05

Total fuel expense, adjusted	$	2,571	$	2,718		$	2.76	$	3.06


TRASM, adjusted reconciliation
	Three Months Ended March 31,
	2024		2023
TRASM (cents)	20.98	¢	20.80	¢
Adjusted for:
Third-party refinery sales	(1.81)		(1.49)

TRASM, adjusted	19.17	¢	19.30	¢


CASM-Ex reconciliation
	Three Months Ended March 31,
	2024		2023
CASM (cents)	20.04	¢	21.25	¢
Adjusted for:

Aircraft fuel and related taxes	(3.96)		(4.36)
Third-party refinery sales	(1.81)		(1.49)
Profit sharing	(0.19)		(0.12)
One-time pilot agreement expenses	—		(1.41)


CASM-Ex	14.08	¢	13.86	¢

Delta Air Lines, Inc. | March 2024 Form 10-Q 26

Item 2. MD&A - Supplemental Information

Free Cash Flow

The following table shows a reconciliation of net cash provided by operating and used in investing activities (GAAP measures) to free cash flow (a non-GAAP financial measure). We present free cash flow because management believes this metric is helpful to investors to evaluate the company's ability to generate cash that is available for use for debt service or general corporate initiatives. Adjustments include:

• Net redemptions of short-term investments. Net redemptions of short-term investments represent the net purchase and sale activity of investments and marketable securities in the period, including gains and losses. We adjust for this activity to provide investors a better understanding of the company's free cash flow generated by our operations.

• Net cash flows related to certain airport construction projects and other. Cash flows related to certain airport construction projects are included in our GAAP operating activities and capital expenditures. We have adjusted for these items because management believes investors should be informed that a portion of these capital expenditures from airport construction projects are either reimbursed by a third party or funded with restricted cash specific to these projects.


Free cash flow reconciliation
	Three Months Ended March 31,
(in millions)	2024
Net cash provided by operating activities	$	2,408
Net cash used in investing activities	(637)
Adjusted for:
Net redemptions of short-term investments	(546)

Net cash flows related to certain airport construction projects and other	154


Free cash flow	$	1,378

Delta Air Lines, Inc. | March 2024 Form 10-Q 27

Item 3. Market Risk

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk from the information provided in "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in our Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of our disclosure controls and procedures, which have been designed to permit us to effectively identify and timely disclose important information. Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that the controls and procedures were effective as of March 31, 2024 to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

During the three months ended March 31, 2024, we did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

"Item 3. Legal Proceedings" of our Form 10-K includes a discussion of our legal proceedings. There have been no material changes from the legal proceedings described in our Form 10-K.

ITEM 1A. RISK FACTORS

“Item 1A. Risk Factors” of our Form 10-K includes a discussion of our known material risk factors, other than risks that could apply to any issuer or offering. There have been no material changes from the risk factors described in our Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents information with respect to purchases of common stock we made during the March 2024 quarter. The table reflects shares withheld from employees to satisfy certain tax obligations due in connection with grants of stock under the Delta Air Lines, Inc. Performance Compensation Plan (the "Plan"). The Plan provides for the withholding of shares to satisfy tax obligations. It does not specify a maximum number of shares that can be withheld for this purpose. The shares of common stock withheld to satisfy tax withholding obligations may be deemed to be "issuer purchases" of shares that are required to be disclosed pursuant to this Item.


Shares purchased / withheld from employee awards during the March 2024 quarter
Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans	Approximate Dollar Value (in millions) of Shares That May Yet be Purchased Under the Plan
January 2024	56,545	$	40.22	56,545	$	—
February 2024	570,332	$	39.77	570,332	$	—
March 2024	3,271	$	43.73	3,271	$	—
Total	630,148			630,148

Delta Air Lines, Inc. | March 2024 Form 10-Q 28

ITEM 6. EXHIBITS

(a) Exhibits

3.1(a) Delta's Amended and Restated Certificate of Incorporation (Filed as Exhibit 3.1 to Delta's Current Report on Form 8-K as filed on April 30, 2007).*

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

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

4.1 Description of Registrant's Securities (Filed as Exhibit 4.1 to Delta's Annual Report on Form 10-K for the year ended December 31, 2020).*

10.1 Model Award Agreement for the Delta Air Lines, Inc. 2024 Long-Term Incentive Program.

10.2(a) Amendment No. 18, dated as of January 11, 2024 , to Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement, date d as of November 24, 2014, between Airbus S.A .S. and Delta Air Lines , Inc .**

10.2(b) L etter Agreements, dated as of January 11, 2024, relating to Amendment No. 18.**

15 Letter from Ernst & Young LLP regarding unaudited interim financial information .

31.1 Certification by Delta's Chief Executive Officer with respect to Delta's Quarterly Report on Form 10-Q for the quarterly period ended March 3 1 , 20 2 4.

31.2 Certification by Delta's Chief Financial Officer with respect to Delta's Quarterly Report on Form 10-Q for the quarterly period ended March 3 1 , 202 4.

32 Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by Delta's Chief Executive Officer and Chief Financial Officer with respect to Delta's Quarterly Report on Form 10-Q for the quarterly period ended March 3 1 , 202 4.

101.INS Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL (included in Exhibit 101)

_______________

* Incorporated by reference.

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

Delta Air Lines, Inc. | March 2024 Form 10-Q 29

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			Delta Air Lines, Inc.
			(Registrant)

			/s/ William C. Carroll
			William C. Carroll
			Senior Vice President - Controller
			(Principal Accounting Officer)
April 10, 2024

Delta Air Lines, Inc. | March 2024 Form 10-Q 30

TABLE OF CONTENTS

Note 1. Summary Of Significant Accounting Policiesprint Note 2. Revenue Recognitionprint Note 3. Fair Value Measurementsprint Note 4. Investmentsprint Note 5. Debtprint Note 6. Employee Benefit Plansprint Note 7. Commitments and Contingenciesprint Note 8. Accumulated Other Comprehensive Lossprint Note 9. Segmentsprint Note 10. Earnings/(loss) Per Shareprint Item 2. Md&aprint Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 2. Management's Discussion and Analysis Of Financial Condition and Resultsprint Item 2. Md&a - Results Of Operationsprint Item 2. Md&a - Refinery Segmentprint Item 2. Md&a - Fleet Informationprint Item 2. Md&a - Financial Condition and Liquidityprint Item 2. Md&a - Supplemental Informationprint Item 3. Market Riskprint Item 3. Quantitative and Qualitative Disclosures About Market Riskprint Item 4. Controls and Proceduresprint Part II. Other Informationprint Item 1. Legal Proceedingsprint Item 1A. Risk Factorsprint Item 2. Unregistered Sales Of Equity Securities and Use Of Proceedsprint Item 6. Exhibitsprint

Exhibits

Delta's Amended and Restated Certificate of Incorporation (Filed as Exhibit 3.1 to Delta's Current Report on Form 8-K as filed on April 30, 2007).*Amendment to Amended and Restated Certificate of Incorporation (Filed as Exhibit 3.1 to Delta's Current Report on Form 8-K as filed on June 27, 2014).*Delta's Bylaws (Filed as Exhibit 3.1 to Delta's Current Report on Form 8-K as filed on December 9, 2022).*Description of Registrant's Securities (Filed as Exhibit 4.1 to Delta's Annual Report on Form 10-K for the year ended December 31, 2020).*Model Award Agreement for the Delta Air Lines, Inc. 2024 Long-Term Incentive Program.Amendment No. 18, dated as of January 11, 2024 , to Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement, date d as of November 24, 2014, between Airbus S.A .S. and Delta Air Lines , Inc .**L etter Agreements, dated as of January 11, 2024, relating to Amendment No. 18.**Letter from Ernst & Young LLP regarding unaudited interim financial information Certification by Delta's Chief Executive Officer with respect to Delta's Quarterly Report on Form 10-Q for the quarterly period ended March 3 1 , 20 2 4.Certification by Delta's Chief Financial Officer with respect to Delta's Quarterly Report on Form 10-Q for the quarterly period ended March 3 1 , 202 4.Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by Delta's Chief Executive Officer and Chief Financial Officer with respect to Delta's Quarterly Report on Form 10-Q for the quarterly period ended March 3 1 , 202 4.

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS
Ralf H Cramer	59	RALF H. CRAMER Mr. Cramer has served as Industry Advisor/Consultant at Knowledge Experienced, an automotive and industrial consulting company, since 2018. He has also served as a Senior Consultant at Shenzhen Shentou Investment Co Ltd., a cross-border M&A consultancy and investment company, since 2018. Mr. Cramer has served on the boards of directors of Knorr-Bremse Truck, a subsidiary of Knorr-Bremse A.G., a braking system manufacturer, since December 2018, and Coperion GmbH, a subsidiary of Hillenbrand Group, a technology provider for plastics industry, since Jan 2024. Mr. Cramer served on the board of directors of Metalsa S.A., an automotive solutions provider, from May 2019 to May 2024, on the board of directors of BBS Automation GmbH, an automation solutions provider, from May 2018 to October 2023, as an Executive Board Member of Continental AG, which develops technologies and services for mobility of people and goods, from 2009 to 2017, and as President, Global Division Chassis & Safety from 2008 to 2013. During that time, Mr. Cramer also served as President and CEO of Continental China, an automotive component manufacturer, from 2013 to 2017. Attributes and Skills: Mr. Cramer’s executive experience with multinational companies in the automotive industry and manufacturing operations, as well as his deep experience in China and interactions with Chinese industry leaders, brings an international business perspective to our Board. Mr. Cramer’s extensive knowledge of the global automotive industry and operational, financial, and international leadership experience supports his re-election to our Board.
Lauren Brlas	67	M. LAUREN BRLAS Ms. Brlas retired from the Newmont Mining Corporation (“Newmont”), a global gold company and producer of copper, silver, zinc, and lead, in December 2016. Ms. Brlas joined Newmont in 2013 and served as Executive Vice President and Chief Financial Officer until October 2016. From 2006 through 2013, Ms. Brlas held various positions of increasing responsibility with Cleveland-Cliffs Inc., a North American producer of iron ore and steel, where ultimately she served as Chief Financial Officer and then as Executive Vice President and President, Global Operations. Attributes and Skills: Ms. Brlas brings significant operational and financial executive leadership experience, including in the natural resources industry, to our Board. This executive leadership experience as well as Ms. Brlas’ extensive background in financial and governance matters supports her re-election to our Board. Other Public Company Directorships: • Autoliv, Inc. (a developer, manufacturer, and marketer of airbags, seatbelts, and steering wheels), 2020 – current • Graphic Packaging International, LLC (a producer of paper-based packaging solutions), 2019 – current • Constellation Energy Corporation (an energy provider), 2022 – 2024 • Exelon Corporation (an energy provider), 2018 – 2022 • Perrigo Company plc (a producer of self-care health solutions), 2003 – 2019
Jr	64	J. KENT MASTERS, JR. Mr. Masters has served as Chairman and CEO of Albemarle since 2020. He joined the Albemarle Board of Directors in 2015 and served as Lead Independent Director from 2018 to April 2020. Prior to joining Albemarle, Mr. Masters served as Chief Executive Officer of Foster Wheeler AG, a global engineering and construction contractor and power equipment supplier, from 2011 to 2014, when Foster Wheeler AG was acquired by Amec plc to form Amec Foster Wheeler plc. Attributes and Skills: Mr. Masters brings significant global business experience in key industries relevant to our large capital projects, such as engineering and construction, power equipment, and industrial gases, to our Board. Mr. Masters’ global business experience as well as his previous experience in the lithium industry (including his prior service on the board of directors for Rockwood Holdings, Inc.) supports his re-election to our Board.
James J O Brien	70	JAMES J. O'BRIEN Mr. O’Brien served as Chairman of the Board and Chief Executive Officer from 2002 to 2014, as President and C hief Operating Officer in 2002, and as Senior Vice President and Group Operating Officer from 2001 to 2002 of Ashland Inc., a diversified energy company. Mr. O’Brien served as President of Valvoline, a global marketer and supplier of premium branded lubricants and automotive services, from 1995 to 2001. Mr. O’Brien worked at Ashland for 38 years prior to his retirement in December 2014. Attributes and Skills: Mr. O’Brien brings extensive knowledge of the chemical industry and significant experience gained from service on the board of directors of other public companies to our Board. Mr. O’Brien’s industry knowledge and public company board experience as well as his significant management experience and knowledge in the areas of finance, accounting, international business operations, risk oversight, and corporate governance supports his re-election to our Board. Other Public Company Directorships: • Eastman Chemical Company (a specialty chemical company), 2016 – current • Humana Inc. (a managed health care company), 2006 – 2023
Holly A Van Deursen	66	HOLLY A. VAN DEURSEN Ms. Van Deursen served as Group Vice President, Petrochemicals, at BP plc, a global provider of heat, light and mobility products and services, having starting working there in 1989 and holding various senior executive management roles before retiring as a member of the top-forty executive management team from 2000 to 2005. Ms. Van Deursen has twenty-five years of experience in the chemical, oil, and energy industries, including various engineering, manufacturing, and product development roles for Dow Corning Corporation (a chemical and plastics manufacturer and supplier). Attributes and Skills: Ms. Van Deursen brings extensive experience in the chemical, industrial, and contract manufacturing sectors, including from her previous service as a director for companies in the oilfield services, diversified industrial, and packaging sectors, to our Board. Ms. Van Deursen’s experience across sectors as well as her service in executive roles in business management, business development, and mergers & acquisitions in the U.S. and globally supports her re-election to our Board. Other Public Company Directorships: • Kimball Electronics Inc. (a global contract manufacturer of durable goods electronics serving a variety of industries), 2019 – current • Synthomer plc (a global supplier of acrylic and vinyl emulsions and specialty polymers), 2018 – current • Capstone Green Energy Corporation (a global producer of highly efficient, low-emission, resilient microturbine energy systems), Chair 2017 – 2020; director 2007 – 2021 • Enerpac Tool Group (formerly Actuant Corporation) (a diversified industrial company), 2008 – 2020
Glenda J Minor	68	GLENDA J. MINOR Ms. Minor has served as Chief Executive Officer and Principal of Silket Advisory Services, a privately owned consulting firm advising companies on financial, strategic and operational initiatives, since 2016. Prior to Silket, she served as Senior Vice President and Chief Financial Officer of Evraz North America Limited, a North American steel manufacturer from 2010 to 2016. Ms. Minor also served as Vice President, Finance, Controller, Chief Accounting Officer, and General Auditor of Visteon Corporation, a global technology company that designs, engineers, and manufactures cockpit electronics and connected car solutions, from 2000 to 2010. She has also served on the board of the Capital Area United Way since 2020. Attributes and Skills: Ms. Minor brings extensive financial and international leadership experience across different industries and different continents to our Board. Ms. Minor’s financial and international leadership experience as well as her in-depth understanding of the preparation and analysis of financial statements and her experience in capital market transactions, accounting, treasury, investor relations, financial and strategic planning, and business expansion supports her re-election to our Board. Other Public Company Directorships: • Radius Recycling (a global provider in the metals recycling industry and a manufacturer of finished steel products), 2020 – current • Curtiss-Wright Corporation (a global provider of products and services in the aerospace & defense and industrial markets), 2019 – current	CURTISS WRIGHT CORP, SCHNITZER STEEL INDUSTRIES, INC.
Gerald A Steiner	64	GERALD A. STEINER Mr. Steiner co-founded CoverCress, Inc., a company developing a new crop for renewable fuels, and served as CEO from 2015 to 2021 and as Executive Chairman from 2021 until its acquisition in 2022. He also manages Alta Grow Consulting LLC, a business consulting firm he founded in 2014. Mr. Steiner served as Executive Vice President, Sustainability and Corporate Affairs at Monsanto Company, a leading global provider of agricultural products for farmers, from 2003 to 2014 and head of corporate strategy prior to that time. Since 2023, he has served as Executive Chair of Pluton BioSciences, an agricultural microbials company, an Advisor for Ilumina Ventures, a genomics and precision health venture firm, as well as serving other AgTech start-up companies. Among other roles, Mr. Steiner has also served at the following organizations: • Chairman, 2012 – 2014, and board member, 2003 – 2014, Food and Agriculture Section of BIO (Biotechnology Industry Organization) • Chairman, 2012 – 2013, board member, 2014, and Trustee Emeritus, 2015 – current, The Keystone Center (a policy center for agriculture, early childhood education, and energy for rural communities) • Co-founder, Field to Market (an agricultural sustainability organization); Executive Chairman of Stony Creek Colors (a plant-based dyes company) since 2021 Attributes and Skills: Mr. Steiner brings extensive experience in the renewable fuels and agricultural industry to our Board. This industry experience as well as Mr. Steiner’s extensive experience in government affairs, global business, and strategy supports his re-election to our Board.
Diarmuid	61	DIARMUID B. O'CONNELL Mr. O'Connell served as Chief Strategy Officer of Fair Financial Corp., an automotive leasing fintech company, from 2018 to 2019. Prior to Fair Financial, Mr. O’Connell served as Vice President, Corporate & Business Development at Tesla Motors Inc., an American electric vehicle manufacturer, energy storage company, and solar panel manufacturer, from 2010 to 2017 and Vice President, Business Development from 2006 to 2010. Mr. O’Connell served as Chief of Staff, Bureau of Political Military Affairs at the U.S. Department of State from 2003 to 2006. Attributes and Skills: Mr. O'Connell brings experience in the electric vehicle and energy storage industry as well as valuable perspectives on global applications of alternative energy that provide insights into the end uses of our products to our Board. This industry knowledge as well as Mr. O'Connell’s background in marketing, government relations, operations, and manufacturing supports his re-election to our Board. Other Public Company Directorships: • Dana Incorporated (a global manufacturer in drivetrain and e-Propulsion systems), 2018 – current • Volvo Car AB (a company that designs, manufactures, and supplies automobiles), 2021 – current • Tech and Energy Transition Corporation (a special purpose acquisition company), 2021 – 2023
Dean L Seavers	64	DEAN L. SEAVERS Mr. Seavers has served as a senior advisor at Stifel Financial Corp., a full-service financial services firm, since 2020. Prior to then, Mr. Seavers served as President of National Grid U.S., a U.S. supplier of consumer energy, from 2014 to 2019 and as Executive Director of National Grid plc, a multinational electricity and gas utility company, from 2015 to 2019. Mr. Seavers founded and served as Chief Executive Officer, President and Director of Red Hawk Fire & Security, a provider of life safety and security solutions, from 2012 to 2018, and President of Global Services of the Fire & Security business of United Technologies Corporation, an aerospace and defense company, from 2010 to 2011. Attributes and Skills: Mr. Seavers brings an operational perspective and vision to our Board from a variety of industries representing end uses of our products. Mr. Seavers’ extensive executive leadership and deep energy, fire safety and technology industry experience supports his re-election to our Board. Other Public Company Directorships: • CenterPoint Energy, Inc. (a U.S. public utility holding company), 2024 – current • Ametek, Inc. (a global manufacturer of electronic instruments and electromechanical devices), 2022 – current • PG&E Corporation / Pacific Gas & Electric Company (a holding company of natural gas / electric energy utility company), 2020 – 2022; Chairman, Pacific Gas & Electric Company, 2020 – 2022 • James Hardie Industries plc (a producer and marketer of fiber cement siding and backerboard and of fiber gypsum products), 2021 – 2022	CENTERPOINT ENERGY INC
Alejandro D Wolff	68	ALEJANDRO D. WOLFF Mr. Wolff served as Managing Director of Gryphon Partners LLC, a global advisory firm focused on frontier markets, from 2014 to 2016. Prior to Gryphon, he served as U.S. Ambassador to Chile from 2010 to 2013 and U.S. Ambassador to the United Nations from 2005 to 2010. Mr. Wolff has thirty-three years of service in the U.S. Department of State, including service in Algeria, Morocco, Chile, Cyprus, the U.S. Mission to the European Union in Brussels, and as Deputy Chief of Mission and Charge d’Affaires in France. Attributes and Skills: Mr. Wolff brings expertise in international political, economic, and commercial affairs to our Board. This expertise as well as Mr. Wolff’s lithium industry experience (including his prior service on the board of directors for Rockwood Holdings, Inc.) supports his re-election to our Board. Other Public Company Directorships: • Frontier Group Holdings, Inc. (the holding company of Frontier Airlines, an ultra-low cost airline), 2019 – current • PG&E Corporation / Pacific Gas & Electric Company (a holding company of natural gas / electric energy utility company), 2019 – 2020 • Versum Materials, Inc. (an electronic materials company), 2016 – 2019

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
J. Kent Masters, Jr.	2024	$	1,400,000	$	—	$	7,880,872	$	2,500,015	$	2,201,850	$	—	$	385,761	$	14,368,498
Chairman and Chief Executive Officer	2023	$	1,334,038	$	—	$	8,232,532	$	2,500,044	$	1,921,915	$	—	$	483,585	$	14,472,114
Chairman and Chief Executive Officer	2022	$	1,139,346	$	—	$	5,044,043	$	1,625,022	$	2,929,916	$	—	$	379,829	$	11,118,156
Neal R. Sheorey	2024	$	600,000	$	—	$	1,576,174	$	500,003	$	503,280	$	—	$	283,879	$	3,463,336
Executive Vice President and Chief Financial Officer	2023	$	23,077	$	300,000	$	673,959	$	—	$	73,644	$	—	$	18,937	$	1,089,617
Executive Vice President and Chief Financial Officer	Melissa H. Anderson	2024		$	551,250	$	—	$	985,342	$	312,508	$	462,389	$	—	$	128,941	$	2,440,430
Executive Vice President, Chief People and Transformation Officer												$	—
	Netha N. Johnson, Jr.	2024		$	636,571	$	—	$	1,576,174	$	500,003	$	487,274	$	—	$	115,065	$	3,315,087
Executive Vice President, Chief Operations Officer	2023	$	622,420	$	—	$	1,646,506	$	500,009	$	292,898	$	—	$	171,936	$	3,233,769
Executive Vice President, Chief Operations Officer	2022	$	576,095	$	—	$	1,048,012	$	337,554	$	808,365	$	—	$	124,458	$	2,894,484
Eric W. Norris	2024	$	640,181	$	—	$	1,576,174	$	500,003	$	573,730	$	—	$	144,051	$	3,434,139
Executive Vice President, Chief Commercial Officer	2023	$	631,973	$	—	$	1,646,506	$	500,009	$	484,376	$	—	$	183,781	$	3,446,645
Executive Vice President, Chief Commercial Officer	2022	$	601,432	$	—	$	1,048,012	$	337,554	$	879,222	$	—	$	169,947	$	3,036,167
Kristin M. Coleman	2024	$	645,779	$	—	$	866,877	$	275,009	$	—	$	—	$	2,959,135	$	4,746,800
Former Executive Vice President, General Counsel and Corporate Secretary	2023	$	653,000	$	—	$	906,236	$	275,064	$	522,400	$	—	$	193,368	$	2,550,068
	2022	$	37,673	$	427,625	$	2,458,484	$	—	$	88,875	$	—	$	5,159	$	3,017,816

Supplier name	Ticker
Honeywell International Inc.	HON
The Boeing Company	BA
Raytheon Technologies Corporation	RTX
ORIX Corporation	IX
Caterpillar Inc.	CAT
General Electric Company	GE
Altria Group, Inc.	MO
Truist Financial Corporation	TFC

Owner	Position	Direct Shares	Indirect Shares
Masters J Kent	-	114,654	0
Tozier Scott	-	69,503	1,610
Masters J Kent	-	45,996	0
Johnson Netha N.	-	42,114	0
Norris Eric	-	33,905	0
Norris Eric	-	26,596	0
Crawford Raphael Goszcz	-	22,117	0
Fourie Jacobus G.	-	16,517	0
NARWOLD KAREN G	-	10,368	559
Mummert Mark Richard	-	6,802	0
OConnell Diarmuid B.	-	5,471	0
LaBauve Donald J. Jr.	-	5,035	12,505
Barichivich John Clarence III	-	4,743	1,232
Anderson Melissa H.	-	2,232	173
Coleman Kristin M.	-	1,373	2,746
Sheorey Neal Ravi	-	1,243	0

DAL 10-Q Quarter ended March 31, 2024

Exhibits