Terrorist attacks geopolitical conflict security events fear business. Despite security measures airports airline industry high target terrorist groups. rely on government threat private sources monitor threats terrorist violent extremists not. impact avoiding geopolitical conflicts targeting commercial aircraft. Security events external insider threats risk passenger cargo operations. include violence public areas.


Terrorist attacks geopolitical conflict security events fear passengers decreased ticket sales increased refunds. potential costs include security costs impacts avoiding flight paths flight redirections cancellations reputational harm costs. business financial condition results operations.


global airline industry competitive business financial condition results affected.


airline industry competitive routes fares schedules operational reliability services products service loyalty programs. Consolidation alliances joint ventures carriers landscape airlines financial resources networks competitive cost structures.


domestic operations competition from American United Airlines Alaska JetBlue Southwest Airlines discount ultra-low-cost Allegiant Air Avelo Breeze Airways Frontier Airlines Spirit Airlines. carriers low costs lower fares destinations Delta. competition at domestic hubs airports. competition small medium-sized markets regional jet operations. depends competitive cost structure. costs business financial condition results.


international operations foreign domestic carriers point-to. alliance marketing codesharing agreements. carriers international transportation European Asian Latin American cities. carriers access. passenger traffic. cities.


joint ventures U. S. foreign carriers received antitrust immunity coordinate networks schedules pricing sales inventory. alliances SkyTeam Star Alliance oneworld alliance American British enhanced competition international markets.


airline industry faces competition surface transportation virtual meetings. Increased competition business financial condition results.


interruptions major airports significant problems aircraft engine financial condition results operations.


airline industry on business models major airports. interruption at airport air traffic control failure computer technology weather events disasters performance issues third-party providers business financial condition results.


airline industry dependent on limited aircraft engine manufacturers regulatory requirements. significant problems with aircraft engine design defects mechanical problems contractual performance adverse perception customer avoidance adverse actions FAA operations if replace. financial condition results operations.


airline industry regulation costly affect.


Airlines subject regulatory legal compliance costs adverse effects business. FAA issues directives regulations maintenance operation expenditures operational implications. expect expenses comply regulations. operational impact financial results.


laws regulations taxes rates charges revenues business. industry heavily taxed. Additional taxes fees impact.


Airport slot access subject to government regulation changes impose cost airlines affect business. hubs congested airports regulatory action limit flights increase costs. Air traffic control inefficiencies enhance pressures.


inefficiencies in U. S. air traffic control system regulated by FAA in delays disruptions peak travel congested markets. Failure to to delays inefficiencies demand. travel operations. Failure to update funding requirements financial condition results.


international carrier subject U. S. foreign laws trade tariff policies export import taxes monetary policies restrictions charges. tariffs increase costs financial results.


operations high-risk legal compliance environments. Failure with trade sanctions Foreign Corrupt Practices Act anti-bribery laws non-U. S. jurisdictions in damages penalties consequences harm reputation financial results. consequences airline partners comply laws. FCPA.


We. carriers subject. foreign laws privacy passenger employee data countries evolving monitoring updates privacy. resources privacy challenging regulatory environment risks operational burdens costs regulatory enforcement legal claims.


airline industry subject to environmental regulation hazardous substances emissions risks climate change. cost compliance regulations failure risks climate change business.


operations federal laws environmental. Compliance laws capital investment costs violations fines penalties reputational harm.


2022 EPA proposed PFAS substances CERCLA proposed RCRA. PFAS Safe Drinking Water Act. PFAS used consumer industrial products firefighting foams. states adopted regulations PFAS manufacture sale distribution foam added PFAS. proposed rule CERCLA airports airlines refineries liability PFAS contamination laws require transition alternative fire suppression systems. impact cost Delta regulatory developments.


regulatory action climate change aircraft emissions noise airline industry. carbon emissions adopted emission offset program CORSIA. carbon-neutral growth international aviation 2021 carbon offsets lower carbon aviation fuel. ICAO baseline obligations 2021 to 2023 2019 travel 2022 85% 2019 2024 through 2035. CORSIA details political developments impact. CORSIA operating costs airlines.


CORSIA face regulation aircraft emissions U. S. abroad taxes charges requirements permits allowances emission credits. 2023 EU adopted legislation Emissions Trading System. ETS flights outside EEA Switzerland UK until 2027. review CORSIA 2026 EU ETS all flights departing EU EEA. 2023 EU adopted legislation SAF mandate on fuel EU airports. jet fuel 2% SAF 2025 increases to 70% 2050. increase cost SAF. Additional regulation taxation regulatory permitting requirements costs airline industry Delta. fuel costs. new laws regulations. impose costs affect operations. airports adopted greenhouse gas emission climate-related goals requirements impact operations changes investments infrastructure.


risks environmental regulation transition to lower-carbon technologies consumer preferences negative environmental affect business financial results. lower-carbon SAF not available decades expensive without government policies incentives.


global nature business unfavorable economic conditions volatility currency business financial condition results.


air travel airline industry cyclical sensitive to economic conditions. operate globally business subject to economic political conditions. unfavorable conditions. demand air travel travelers seek alternative alternatives. unfavorable economic conditions business financial condition results. changes exchange rates. dollar other currencies exchange controls currency restrictions liquidity financial conditions results.


international operations route network. Political disruptions instability impact demand availability travel. deterioration trade tariffs demand travel.


committed safeguarding unauthorized access disruption destruction. program assets supports confidentiality integrity availability business success.


assessing risks cybersecurity Enterprise Risk Management framework. security ERM teams review risks tools services. cybersecurity program leverages frameworks best practices Standardization 27001 standards identification protection detection response recovery. reliability scan environment vulnerabilities.


technology teams trained remediate vulnerabilities timeframes security team reports weekly risk. established Information Technology Risk team risk remediation activities controls thresholds.


training risk customers employees company information. Delta employees security privacy policies information. employees contractors annual training technology security privacy. new employees complete training 30 days hire. conduct training awareness programs campaigns.


engage assessors consultants auditors parties cybersecurity program focus improvement compliance. assess cybersecurity controls.


cybersecurity program subject TSA requirements airport operators develop TSA-approved plan cybersecurity assess effectiveness.


processes address cybersecurity risks third-party service providers data systems.-party risks included risk assessment cybersecurity risk identification program. cybersecurity considerations affect selection oversight third-party providers. perform diligence on third parties monitor risks. require parties agree manage risks cybersecurity audits.


test incident response processes exercises business cybersecurity. processes guide detect respond recover cybersecurity incidents.


last three fiscal years cybersecurity incidents expenses immaterial. risks business strategy financial condition Item 1A Annual Report Form 10-K incorporated Item 1C.


Board cybersecurity management. charter Board delegated responsibility ERM framework. receives updates cybersecurity risks information technology systems from Chief Information Officer Chief Information Security Officer. 2023 received briefings security meetings. Chief Information Officer outside legal expert special session with Board overview information security environment. Board education on cybersecurity risks. benefits expertise experience management cybersecurity companies.


security team led Senior Vice President reports to Executive Vice President. cybersecurity experience. holds 21 certifications Security Professional Manager Auditor.


Chief Information Security Officer leadership team participate in threat intelligence briefings government. members Delta Risk Council business risk. Cybersecurity risks. Delta Leadership Committee provides updates cybersecurity. incident response plan includes communication management Risk Council Leadership Committee Audit Committee Board.


operating aircraft fleet purchase commitments options December 31, 2023 summarized table. aircraft information fleet type Fleet Type Lease Age A220-100. A220-300. A319-100. A320-200. A321-200. A321-200neo. A330-200. A330-300. A330-900neo. A350-900. B-717-200. B-737-800. B-737-900ER. B-737-10 B-757-200.B-757-300. B-767-300ER. B-767-400ER. Total#745##103. 8#312


aircraft lease operated regional carriers table.


table summarizes aircraft carriers December 31, 2023. retired CRJ-200. aircraft information fleet type-700-900 170 175 Endeavor Air. SkyWest Airlines. Republic Airways.


own 190 leases three. remainder SkyWest. Republic Airways.


nine CRJ-700 five-900 parked December 2023.


Air. subsidiary Delta.


investing new aircraft improved experience fuel efficiency reduced carbon emissions economics premium products. contractual purchase commitments December 31, 2023 Aircraft purchase commitments fleet type Purchase A220-300 A321-200neo A330-900neo A350-900 B-737-10


timing agreements manufacturers uncertain supply manufacturing regulatory constraints.


January 2024 Airbus 20 A350-1000 option 20. Deliveries 2026.


lease land buildings. aircraft maintenance base equipment cargo flight kitchen training facilities offices Atlanta airport. lease ticket counters gate areas facilities terminal space airports. use agreements non use runways taxiways improvements facilities landing fees landings weight aircraft. to 30 years adjustments lease rates landing fees. lease aircraft maintenance equipment cargo facilities. leases cost debt service bonds. lease computer marketing offices reservations offices off-airport facilities.


own Atlanta Minot Dakota Chisholm.


Monroe subsidiaries Trainer refinery Pennsylvania. pipelines jet fuel Northeastern. hubs LaGuardia JFK.


July 2015, class action antitrust lawsuits filed Delta American United Southwest capacity. U. S. Department Justice served demands. consolidated Multi-District Litigation. District Court Columbia. August 2023 Court denied motions summary judgment. Fall 2023 certify decision briefing complete. claims merit defending lawsuits.


EQUITY STOCKHOLDER EQUITY SECURITIES


stock New York Stock Exchange.


2024 2,100 holders stock.


dividends 2020 re-instated quarterly dividend program 2023 $0. 10 share September December quarters. expects dividends Delaware law credit facilities. payments financial condition cash requirements future prospects.


graph returns 2023 Standard & Poor's 500 Stock NYSE ARCA Airline Index. assumes $100 invested dividends reinvested.


table presents information purchases common stock December 2023 quarter. reflects shares withheld employees tax obligations Delta Air Lines. Performance Compensation Plan. Plan withholding shares maximum. withheld "issuer purchases. purchased withheld employee awards December 2023 quarter Period Number Shares Purchased Price Paid Per Share Publicly Announced Plans Programs Dollar Value Shares October 2023. November 2023,751. December 2023,340. Total


MANAGEMENT FINANCIAL RESULTS


Form 10-K year December 31, 2021. Discussion comparisons 7. Management's Discussion Analysis Annual Report year December 31, 2022. financial condition results read audited Consolidated Financial Statements notes financial information material risk factors.


2023 income $5. 5 billion $1. 9 billion 2022 adjusted $6. 3 billion $2. 8 billion 2022. revenue.


. 2023 revenue increased $7. 5 billion 15% 17% capacity international domestic. Total revenue increased 2023 $9. 1 billion 20%. refinery sales.


. increased $5. 6 billion 12% 2022 costs wages profit sharing pilot agreement volume 17% increase capacity offset refinery sales. increased $6. 3 billion 15% 2022. refinery sales pilot agreement.


operating cost seat mile decreased 4% 2022 19. 31 cents 17% capacity fuel refinery. Non-fuel costs increased. 3% 13. 17 cents.


. income $87 million 2023 expense $1. 7 billion 2022 gains interest debt reduction pension expenses.


. $6. 5 billion ticket sales. $3. billion $5. 3 billion capital expenditures $2. 2 billion redemptions short. $2. billion free cash.


2023 cash outflows $4. billion debt $2. billion early repayments maturities. cash investments principal $6. 8 billion.


non-GAAP income revenue expense CASM free cash flow defined Information.


Ended December millions Ticket Main cabin,477,081 Premium products,230,889 Loyalty travel awards Travel-related services Total passenger revenue,691 Cargo,314 Total operating revenue TRASM (cents. 34. Third-party refinery sales. TRASM adjusted. 55.


amounts table calculate rounding.


adjustments TRASM Information.


operating revenue increased $7. 5 billion 15% 2022 17% capacity international domestic premium cabin. offset third-party refinery sales. decreased 2% third-party refinery sales.


Segment refinery operations third-party sales revenue period.


(Decrease. Year Ended December 31, millions Ended December 31, 2023 Revenue (Traffic (Capacity Mile Yield Factor Domestic#33,968 Atlantic,057# Latin America,798# Pacific##101 Total passenger revenue#48,909##22


passenger revenue 2023 2% 12% revenue 10% capacity load.


Domestic revenue 2023 above 2022 strong coastal markets New York Boston business travel 10% increase capacity 2022. spending patterns services returning historical. higher growth premium product revenue Delta One Comfort+) new aircraft premium seat capacity yield consumers. 2024 moderate capacity growth.


passenger revenue 2023 increased 49% capacity 31% 2022. Atlantic European destinations.


Consumers transatlantic travel 2023 30% capacity growth 2022. led Europe premium products.


Latin America revenue 2023 South America Caribbean 16% increase capacity. venture LATAM streamlined travel North South America airports.


Pacific demand Japan 75% capacity pandemic restrictions venture Korean Air.


Ended December 31, millions Refinery,379 Loyalty program Ancillary businesses Miscellaneous,104 revenue,416,314


. sales third parties. decreased $1. 6 billion 2022. lower pricing turnaround completed September November 2023. Segment details sales.


Loyalty Program. brand performance obligations miles redemption non-travel awards. spend American Express acquisitions. Express co-brand card spend.


. aircraft vacation wholesale operations.


Miscellaneous. lounge American Express codeshare revenues. increase Delta Sky Club.


December millions Salaries costs,607,902,705 Aircraft fuel taxes,069 Ancillary businesses refinery services,041 Landing fees rents maintenance repairs Depreciation amortization Passenger expenses carrier expense Passenger service Profit Pilot agreement expenses Aircraft rent operating expense


variances not meaningful management.


. Delta pilots four-year Agreement January 2023. rule pay rate increases initial rate increase 18%. effects expenses.


implemented pay non-pilot 5% April 1 2023. 8,000 December 31, 2023 2022 in-flight service operations maintenance. salaries costs.


Aircraft Fuel Taxes. expense decreased $413 million 2022 18% decrease market price jet fuel offset 15% increase consumption 17% increase capacity. expense average price gallon December Fuel purchase cost. Fuel hedge impact. Refinery segment impact. Total fuel expense,069.


price jet fuel taxes.


Ancillary Businesses Refinery. sales maintenance vacation wholesale operations. lower refinery sales decreased $1. 6 billion 2022. lower pricing turnaround September 2023.


Contracted Services. expenses higher-volume capacity inflationary.


Landing Fees Rents. increase higher rates redevelopment more flights increased capacity.


Aircraft Maintenance Materials Repairs. increased engine overhauls B-757 higher material costs.


Passenger Commissions Expenses. revenue 2023 commissions expenses.


Passenger Service. expenses 2022 volume.


Profit Sharing. increased $820 million 2023 profit. pays 10% employees first. billion profit 20% above.


Pilot agreement expenses. salaries agreement one-time payment 2023 $735 million. adjustments benefit $130 million.


. increase due volume expenses capacity travel costs inflationary pressures.


Ended December 31, Interest expense Gain investments(783 Loss extinguishment debt Pension Miscellaneous non income(1,747)


Interest expense. decreased 2022 reduced debt reduction increased income. expense pre-paying debt maturities. 2023 $4. 1 billion debt lease obligations early repayment $1. 4 billion SkyMiles Term Loan $585 million principal repayments. pre-pay debt 2024. income increased higher interest rates short-term investment balances 2023.


Gain investments. Note 4 Consolidated Financial Statements equity investments. increase 2022 due unrealized gains 2023 Wheels Up Hanjin-KAL LATAM. $786 million gain Wheels Up New York. December 31, 2023 Wheels Up float under 5% shares volatility. losses related LATAM Hanjin-KAL Wheels Up.


Loss extinguishment debt. reflects early repayment.


Pension. postretirement benefit plans. Note 9 Consolidated Financial Statements employee benefit plans.


. equity investments charitable contributions foreign exchange gains. Note 4 Financial Statements equity.


tax rate 2023 18%. impacted equity investments capital assets. December 31, 2023 $4. 5 billion. federal pre-tax net loss carryforwards 2025. $800 million generated 2018 2029.


expect annual tax rate 23% 25% 2024. adjustments deferred tax estimates adjustments equity tax laws impact tax rate.


Note 11 Consolidated Financial Statements.


refinery Monroe produces gasoline diesel jet fuel. non-jet fuel jet fuel airline. jet fuel provides 200,000 barrels per day 75% consumption airline.


-September 2023 refinery turnaround refined products. long-term maintenance plan repairs upgrades. financial information Ended December 31, millions Exchange products refined products airline segment Third-party refinery sales,379 Operating revenue,706 income impact average price fuel gallon.


Refinery revenues decreased 2023 exchange sales. lower pricing turnaround September. operating income lower pricing turnaround.


refinery EPA requirements renewable fuels gasoline diesel. RINs. Monroe small RINs secondary market. incurred $323 million RINs compliance costs 2023 $576 million 2022. RINs prices declined acquired assets 2023 RINs obligation.


2023 retired $700 million 2021 2022 obligations.


refinery 14 Consolidated Financial Statements.


Ended December 31, Consolidated Revenue passenger miles,480 Available seat miles,226 Passenger mile yield. Passenger revenue seat mile. Total revenue seat mile. adjusted. Cost seat mile. Passenger load factor Fuel gallons consumed Average price fuel gallon. 82. adjusted. full employees end period


operations regional carriers agreements. Full-time exclude.


-GAAP measures TRASM CASM fuel price Information.


refinery fuel hedge.


December 31, 2023 $6. 8 billion cash equivalents investments principal revolving credit facilities. twelve months short-term investments. long cash financing arrangements.


2023 $6. 5 billion cash. 4 billion 2022.


cash flow impacted


Seasonality Advance Ticket Sales. sell tickets air travel travel date. record deferred revenue air traffic liability. increases winter spring decreases summer fall.


. 21% operating expense 2023. market jet fuel volatile cash flows. average fuel price gallon decreased 2023. elevated jet fuel prices 2024. capacity increased fuel consumption higher 2023. consumption 2024 fuel efficiency.


expect commitment environmental sustainability increased use SAF not available competitive jet fuel. adverse effect Financial Statements predict financial impact increased government policies incentives third-party investment SAF necessary larger quantities.


Employee Benefit. sponsor defined benefit pension plans retirees. closed frozen future accruals. funding governed Employee Retirement Income Security Act legislation. no minimum funding 2023 2024. satisfy future benefit payments. vary. performance statutory requirements demographic data.


benefit obligations unfunded postretirement postemployment plans. Note 9 Consolidated Financial Statements.


Profit Sharing. employee profit sharing program annual pre-tax profit portion employees. defines profit pre-tax profit adjusted profit sharing items.


profit February. paid $563 million 2023 goals. recorded $1. 4 billion profit pre-tax profit February 2024.


Contract Carrier Obligations. estimated obligations agreements carriers. required levels. December 31, 2023 $8. 8 billion $1. 3 billion to $1. 6 billion five years. Note 10 Consolidated Financial Statements.


Lease Obligations. Note 7 Financial Statements December 2023 $9. 2 billion. $800 million $1. billion five.


York-JFK Airport Expansion. facilities Terminal 4 JFK premium. operated JFK International Air Terminal Port Authority New York Jersey. long-term agreement sublease 2043.


2021 Port Authority approved renovate Terminal 4 Delta relocation. 10 gates facilities Sky Club premium lounge. $1. 6 billion funded bonds 2022 New York Transportation Corporation obligor. Delta premises. Construction 2021 2023 completed consolidated operations Terminal 4.


. payments goods aviation insurance technology sponsorships third-party. December 2023 $9. 2 billion obligations $300 million to $1. 1 billion five.


. 2023 redeemed $2. 2 billion. 1 3 Consolidated Financial Statements.


. Cash Flows $5. 3 billion $6. 4 billion 2023 2022. aircraft airport fleet modifications technology enhancements.


committed future aircraft purchases obtained long-term financing purchase price. York-LaGuardia 2024 capital spend $5 billion aircraft deliveries fleet modifications technology enhancements. aircraft fleet renewal environmental sustainability climate goals capital investment. Note 10 Financial Statements aircraft purchase commitments $17. 5 billion December 31, 2023.


York-LaGuardia Redevelopment. Port Terminals C D 37 gates concourses headhouse. Delta Sky Club wider concourses seating double concessions. access parking garage improved roadways drop-off-up areas. Construction phased inconvenience.


opened Concourse E G headhouse terminal roadways D F. acceleration 2020 completion 2024.


redevelopment 2017 entered amended terminal lease Port Authority term through 2050. funding debt issuance cash design management construction terminal off-premises facilities receiving Port Authority contribution $500 million responsible operations maintenance lease preferential rights gates Port accommodation.


project $4. 3 billion spent $3. 7 billion. net cost $3. 8 billion risks. loan agreements debt restricted cash. spent $500 million $650 million $950 million 2023 2022 2021. $500 million 2024. Note 6 $878 million NYTDC Special Facilities Revenue Bonds Series 2023.


Los Angeles Airport. redevelopment modernizing post-security Terminals 2 3. lease 2016 City Los Angeles. ticketing arrival hall security checkpoint infrastructure ramp improvements post-security connector Tom Bradley International Terminal.


project $2. 4 billion. majority funded Regional Airports Improvement Corporation California revolving credit facility. facility executed 2017 guaranteed obligations RAIC. 2023 capacity reduced $626 million. Loans repaid purchase assets. appropriated $1. 8 billion purchase assets maximum reimbursement. Costs $1. billion not reimbursed. net project costs $600 million $350 million investing $200 million operating activities 2017.


2020 enhanced customer-friendly Terminal 3 Delta Sky Club baggage upgrades. 2023 completed construction.


. expanded partnership new credit facility. $390 million loan contributed $150 million $240 million $100 million liquidity facility liquidity below $100 million. $150 million contribution investing outflow.


Debt Finance Leases. 2023 cash outflows $4. 1 billion debt leases $1. 4 billion notes SkyMiles Term Loan $585 million principal repayments notes. pre-pay debt 2024.


March 2023 Fitch S&P debt stable positive. September S&P BB+.


debt leases. billion December.


Debt Obligations. Note 6 Financial Statements maturities 2024 2025 $2. 6 billion $2. billion 2026 2028 $1. 9 billion $2. 6 billion annually. maturities after 2028 $7. 2 billion. interest payments agreements. $4. billion $300 million to $800 million five years. pre-pay debt 2024.


Lease Obligations. Note 7 December 2023 $1. 6 billion obligations. $200 million $400 million five.


Capital Returns Shareholders.-instated quarterly dividend. per share September December dividend $128 million.


February 8 2024 quarterly dividend. 10 March 18 2024 shareholders.


Undrawn Lines. December 31, 2023 $2. 9 billion undrawn. $450 million outstanding letters.


. debt agreements December 31, 2023. Note 6 Consolidated Financial Statements.


critical accounting estimates accounting principles. significant estimation uncertainty consolidated results financial condition. actual results differ. accounting policies Note 1 Consolidated Financial Statements.


SkyMiles loyalty program incentives Delta. miles Delta Connection. earn miles loyalty program status fare class ticket price. miles companies. Miles redeemable travel Delta Sky Club awards. sell miles non-airline businesses airlines.


loyalty program passenger ticket sales miles sale miles companies.


Passenger Ticket Sales Earning Miles. provide miles earned air transportation performance obligations. value obligation. value redeeming miles equivalent ticket value. adjusted for miles not redeemed ("mileage. statistical models estimate mileage breakage redemption patterns. change assumptions redemption activity revenue. recognize mileage breakage remaining miles redeemed.


December 31, 2023 deferred revenue SkyMiles $8. 4 billion. 10% change less 1% revenue.


defer revenue miles earned recognize loyalty travel awards revenue transportation. record air transportation traffic liability recognize revenue transportation unused. 10% increase ETV mile revenue less 1% 2023 revenue deferred.


Sale Miles Companies. Customers earn miles agreements. contracts performance obligations. Payments due monthly miles sold terms one to years. 2023 2022 2021 cash sales $6. 9 billion $5. 7 billion $4. 1 billion allocated travel performance obligations.


contract miles co-brand credit card American Express. agreements joint marketing benefits Delta-American Express holders Membership Rewards participants database. Cardholders earn miles check first bag discounted access Delta Sky Club priority boarding benefits. exchange points for miles. sell miles rates American Express co-brand Membership Rewards.


account marketing agreements American Express products services. selling prices award travel priority boarding baggage waivers lounge access brand. determine discounted cash flow analysis miles awarded redeemed ETV travel mileage rates baggage fees discounted Delta Sky Club lounges benefits brand value royalties volume discounts partners.


defer travel loyalty recognize awards revenue miles redeemed transportation provided. services flight baggage travel-related. Delta Sky Club lounge access miscellaneous provided. performance obligations brand value recorded loyalty program miles delivered.


mile redemptions majority new miles redeemed two years. loyalty program deferred revenue current liability revenue twelve months noncurrent liability beyond.


loyalty program Note 2 Consolidated Financial Statements.


defer sales passenger tickets airlines air traffic liability. Passenger revenue recognized transportation. tickets reduce traffic liability remitted. liability includes sales travel credits cost ticket. evaluate liability record adjustments Consolidated Statement Operations. adjustments relate tickets unused refunds exchanges transactions other airlines final settlement original sales price.


estimate ticket breakage revenue flight. experience terms behavior. December 31, 2023 air traffic liability balance $7. billion. 10% change tickets less 1% revenue.


accounting ticket Note 2 Consolidated Financial Statements.


apply fair value-based impairment test goodwill indefinite-lived assets annual of October 1) impairment loss interim. assess value assets qualitative quantitative approach. qualitative consider market factors key assumptions. analyze fair value. If likely asset impaired quantitative approach assess fair value impairment. quantitative calculate fair value assumptions.


evaluate goodwill impairment value unit public company multiples future cash flows. quantitative impairment assessment indefinite-lived intangible assets value estimated recent market transactions royalty method Delta tradename future cash flows.


Key Assumptions. impairment tests include forecasted revenues expenses cash flows discount rates market transactions regulatory environment. access antitrust. consistent with market participants. goodwill indefinite-lived intangible assets impairment transaction amounts differ. intangible assets fair values carrying values value measurements.


events indefinite to definite-lived. Factors include negative trends market capitalization reduced profitability lower passenger mile yields higher input costs lower passenger demand weakened. economies interruption strike terrorist attack regulatory environment. access antitrust competitive changes strategic changes diminished utilization intangible assets.


. airline $9. December 31, 2023.


Intangible Assets. airline $6. billion December 31, 2023 $5. 9 billion indefinite-lived. routes slots Delta tradename alliances. marketing maintenance agreements.


2023 assessments goodwill indefinite-lived assets no assets fair value exceeded carrying value 20%. Assumptions sensitive future events macroeconomic risk. revenues affect fair values. Management evaluated estimates assumptions market industry conditions.


goodwill indefinite accounting policies Note 5 Consolidated Financial Statements.


sponsor defined benefit pension plans employees retirees. closed frozen future. unfunded obligation $145 million obligation $15. 9 billion assets $15. 8 billion. no minimum funding 2023 2024. assumptions discount rate return life expectancy.


. annualized rates yield-to-maturity analyses future payments. average discount rate obligations 5. 31%. 62% December 2023 2022.


Expected Long-Term Rate Return. based investment studies market volatility data. excess return expectations market indices incorporated projections. premium investing less liquid private markets. review annually.


investment strategy defined benefit pension plan long-term return target risk liquidity benefits obligations. public private equity fixed income real assets hedge funds. expected long-term return 7.%.


impact. 50% change discount rate.%-term return assets table Benefit plan effects assumptions 2024 Pension Cost Accrued Pension Liability December 31, 2023. 50% decrease discount rate. 50% increase discount.% decrease rate return.% increase return


Life Expectancy. impact benefit obligations future cost. review Society Actuaries estimate pension postretirement obligations.


. obligations benefit plans governed ERISA legislation. Pension Protection Act 2006, alternative rules unfunded liability amortized 17-year 8. 85% discount until 2024. funding amortized 15-year 4. 75% through 2030.


legislation funding obligations predictable factors requirements. future based assumptions vary. Assumptions include market performance statutory requirements demographic data.


Investments Valued Net Asset Value Per Share. assess adjustments fair value. NAV valued monthly quarterly administrators agents fund managers annual audit data. solicit valuation updates fund managers fair value adjustments.


accounting benefit Note 9 Consolidated Financial Statements.


Value Equity Investments. 2022 Accounting Standards Board issued. 2022-03 Measurement Equity Securities Sale Restrictions. contractual restriction equity value. disclosures. effective January 1, 2024 early adopted December 31, 2023. equity included disclosures sale restrictions Wheels Up. Note 4 Consolidated Financial Statements.


Reporting. November 2023 FASB issued ASU. 2023-07 Reporting Improvements Disclosures. requires expenses. 2024 interim 2025. assessing impact expense disclosures Consolidated Financial Statements.


. 2023 FASB issued ASU. 2023 Improvements. enhances disclosures rate reconciliation. effective January 1 2025. assessing impact disclosures Consolidated Financial Statements.


use-GAAP Consolidated Financial Statements not presented GAAP. U. Securities Exchange Commission rules non-GAAP measures not substitute GAAP.


reconciliations non-GAAP measures Form 10-K comparable GAAP measures. Reconciliations calculate. include adjustments GAAP measures comparability periods adjustments settlements hedges. value changes. not indicative settlement value hedge impact performance. Settlements represent cash hedge contracts settled.-time pilot agreement expenses. 2023 Delta pilots ratified four-year Pilot Working Agreement January 1, 2023. one-time payment March 2023 $735 million. adjustments benefit-related items $130 million. Adjusting core cost performance. charges. 2020 fleet impairments early retirement separation COVID-19. 2022 recognized adjustments.-party refinery sales. not related airline segment. comparison. fuel taxes. financial performance. adjustment non costs performance. sharing.adjust profit sharing recurring cost performance costs airline industry. income adjusted Ended December,661 Adjusted MTM adjustments settlements hedges pilot agreement expenses Restructuring charges income,334


revenue adjusted Ended December 31, millions,582 Adjusted Third-party refinery sales,379,977,669,605 Operating expense Third refinery sales MTM adjustments settlements One-time pilot agreement charges Restructuring charges Operating expense adjusted,335 expense adjusted Average fuel price per gallon Ended December fuel expense,069,482 Adjusted MTM adjustments hedges adjusted,121,453 TRASM adjusted Ended December cents. Adjusted Third-party refinery sales. adjusted.CASM Ended December 31,. Third-party refinery sales. Aircraft fuel taxes. Profit sharing. One-time pilot agreement expenses. Restructuring charges. CASM.


table shows net cash operating activities GAAP to free cash flow non-GAAP. free cash flow cash debt service corporate initiatives. Adjustments include redemptions short-term investments. represent purchase sale activity investments securities gains losses. free cash flow. •Strategic investments. GAAP. comparison. cash flows airport construction projects. GAAP. reimbursed-party or funded restricted cash. aircraft acquisitions. reflects capital expenditures. based on original contractual purchase price fair value view investing activities. agreement payment. March 2023 Delta pilots ratified four-year Pilot Working Agreement effective January 1, 2023. one-time payment $735 million. Adjusting provides understanding recurring free cash flow.cash flow December cash investing,148 redemptions short-term investments,235 Strategic investments cash airport aircraft acquisitions Pilot agreement cash flow


ASM Available Seat Mile. capacity. seats period multiplied miles flown.


Cost Seat Mile. cost incurred ASM reporting. cost.


CASM-Ex operating cost ASM reporting adjusted Information.


Cash Flow net cash investing adjusted Information. cash debt service initiatives.


Includes cash assets equivalents investments principal revolving credit facilities.


Load Factor seating capacity dividing ASMs.


Passenger Mile revenue RPM.


Passenger Revenue ASM. earned reporting period. unit revenue.


Revenue Passenger Mile. passenger transported mile RPM. equal passengers multiplied miles flown.


Total Revenue. earned reporting period.


TRASM adjusted revenue ASM reporting adjusted Information.


market risk exposure fuel prices interest rates foreign currency rates market value equity investments. negative impact Consolidated Financial Statements. derivative contracts adjust portfolio. Note 3 Financial Statements. adjustments volatility earnings stockholders' equity.


sensitivity analyses consider effects demand air travel economy actions risk. results prices rates may differ from hypothetical results.


fuel prices impact. cent increase jet fuel $40 million expense four billion gallons. derivative contracts related Monroe’s inventory.


exposure to risk interest rates debt lease obligations. fixed-rate debt reduction value. variable-rate debt leases negative impact earnings.


December 31, 2023 $16. 8 billion fixed-rate $1. 9 billion variable $583 million leases. rates SOFR subject floor. LIBOR-based debt leases. 100 points-rate debt $716 million interest expense variable-rate $25 million.


subject foreign currency exchange rate risk revenue expense equity investments. execute revenue expense transactions currency. option forward contracts.


31, 2023 options contracts.


own equity investments airlines equity price risk. hold securities price volatility financial results. 2023 net gain $1. 3 billion. December 2023 long-term investments $2. 9 billion 10% change $290 million financial results. Note 3 4 Consolidated Financial Statements.


Report Independent Accounting Firm ID 42) Consolidated Balance Sheets December 31, 2023 2022 Statements Operations December 2023 2022 2021 Income 2023 2021 Cash Flows Stockholders' Equity


Stockholders Delta Lines.


audited consolidated balance sheets Delta Air Lines. December 31, 2023 2022 statements operations income cash flows stockholders' equity three years notes financial. statements present financial position December 31, 2023 2022 results operations cash flows U. accounting principles.


audited Public Company Accounting Oversight Board control financial reporting December 31, 2023 Internal Control Framework report February 12 2024 unqualified opinion.


financial statements responsibility Company management. opinion audits. public accounting firm registered PCAOB independent. federal securities laws Securities Exchange Commission PCAOB.


conducted audits standards PCAOB. standards require plan audit assurance financial statements free misstatement. audits included risks misstatement. procedures included examining evidence amounts disclosures statements. accounting principles estimates management overall presentation. audits provide reasonable basis for opinion.


critical audit matters from current period audit of financial statements communicated to committee relate to accounts disclosures material challenging complex judgments. alter our opinion on consolidated financial statements not providing separate opinions on.


Employee Benefit Plans Value


December 31, 2023 benefit plan assets $16. 2 billion $11. 4 billion measured NAV. Management determines methodologies Note 9 financial statements.


Auditing Company’s NAV assets required judgment value data managers.


Addressed Matter Audit understanding evaluated design tested controls fair value measurement NAV assets inputs estimates measurement.


fair value plan assets NAV audit procedures valuation methodologies comparing inputs third-party sources market data. performed sensitivity analyses benefit fair value compared asset performance results third-party benchmarks assessed historical accuracy fair value estimates NAV audited financial statements current.


December 31, 2023 Company’s loyalty program deferred revenue balance was $8. 4 billion. 2023 recognized $3. 5 billion loyalty travel awards passenger revenue $3. 1 billion program revenue other revenue operations. defers revenue mileage credits recognizes loyalty travel awards passenger revenue miles redeemed services provided. program revenue estimates mileage credits outstanding breakage. recognizes mileage breakage proportionally remaining credits. mileage credits expire. uses statistical models estimate mileage breakage historical redemption patterns. required estimation mileage breakage. complexity subjectivity estimating breakage historical expirations credits expire. evaluated tested controls accounting loyalty program review estimation breakage accuracy data. actuarial specialist.tested mileage data estimate. Ernst & Young auditor 2006. Atlanta February 2024


LINES.


31, Cash equivalents,741,266 investments,268 Accounts receivable uncollectible $17 $23 Fuel parts obsolescence $123 $136 Prepaid expenses assets,011 Noncurrent Assets Property equipment depreciation amortization $21,707 $20,370,109 lease-use assets,036 Goodwill intangibles amortization $911 $902 Equity investments noncurrent assets,277,644,288 debt leases,983 leases traffic liability Accounts payable salaries benefits Loyalty deferred revenue Fuel card obligation liabilitiesLiabilities Debt leases,671 Pension postretirement benefits Loyalty revenue leases Deferred taxes,766 Commitments Stockholders Equity Common stock. 1,500,000,000 shares 654,671,194,800,786 shares issued capital earnings loss Treasury stock 11,224,246 10,535,033 shares equity liabilities equity Financial Statements.


Ended December 31, millions Revenue Passenger,218 Cargo,416,314,348 revenue,582,899 Expense Salaries costs,607,902 fuel taxes Ancillary businesses refinery services,345 Landing fees rents,181 maintenance repairs Depreciation amortization commissions expenses carrier expense Profit Pilot agreement expenses rent Government grant,239,700,386 operating expense Income,661 Non Income Interest expense investments Loss extinguishment debtPension Miscellaneous non income(1,747)(1,488) Income Before Taxes Income Tax Provision Net Income,318 Basic Earnings Share. Diluted Earnings Share. notes Consolidated Financial Statements.


Ended December 31, millions Net Income,318 comprehensive income Net change pension benefits,329 Comprehensive,188


notes Financial Statements.


Ended December 31, Cash Flows Net income,318 Adjustments Depreciation amortization Deferred income taxes investments Pension postretirement postemployment payments expense Changes assets liabilities Receivables Fuel inventory Prepaids assets Air traffic liability Loyalty deferred revenue Profit sharing payables deferred revenue accrued liabilities Noncurrent liabilities cash,363,264 Cash Flows Property equipment Flight equipment advance payments property Purchase equity investments short-term investments Redemptioncash investing,148)(6,924) Flows Financing long obligations Payments debt lease obligations,071)(4,475) Cash dividends financing,394)(4,535),852) Decrease Cash Equivalents Restricted Cash,096)(1,486) Cash,055 end,395 Cash Interest Non-Cash Transactions Right-use assets leases,113 Flight ground equipment leases finance Equity investments financings notes Consolidated Financial Statements.


Paid-In Capital Earnings Deficit Loss millions share data Balance January 1, 2021,259#1,534 Net income comprehensive income Common stock employee equity Government grant warrant Balance December 31, 2021,447,130,887 Net income,318 comprehensive income,329,329 Common stock employee equity Balance December 31, 2022####11,526,170 Net income Dividends declared.20 share comprehensive loss(44) Common stock employee equity(28) Balance December 31, 2023,641(5,845),105


shares withheld taxes $40. $38. 2023 2022 2021.


Delta Air Lines. Delaware provides air transportation States. Consolidated Financial Statements include accounts Lines. subsidiaries prepared accounting principles. not primary beneficiary controlling interest variable. not consolidated.


marketing alliances airlines domestic international markets. codesharing loyalty benefits lounges promotions airport gates counters office co-location. antitrust immunity arrangements integrated route network sales marketing discount programs. arrangements sharing revenues expenses. Consolidated Statements Operations.


reclassified amounts current. amounts disclosed before taxes.


required estimates assumptions Consolidated Financial Statements GAAP. affect notes. results differ estimates.


Value Equity Investments. June 2022 Accounting Standards Board issued. 2022-03 Measurement Equity Securities Sale Restrictions. contractual restriction equity value. requires disclosures. effective January 1, 2024 early adopted December 31, 2023. valuation equity included disclosures sale restrictions Wheels Up Experience. Note 4.


Reporting. November 2023 FASB issued ASU. 2023-07 Reporting Improvements Disclosures. requires expenses. 2024 interim 2025. assessing impact expense disclosures Consolidated Financial Statements.


. 2023 FASB issued ASU. 2023 Improvements. enhances disclosures rate reconciliation. effective January 1 2025. assessing impact disclosures Consolidated Financial Statements.


accounting policies disclosed notes.


Short-term liquid investments three months cash equivalents. than three not one year short-term fair value. beyond one year short-term liquidity. investments prior October 1, 2022 fair value unrealized gains losses recorded non-operating expense. after 2022 available-for-sale fair value unrealized gains losses. gains losses recorded non-operating expense.


table cash equivalents restricted cash Consolidated Balance Sheets Cash Flows. cash equivalents 31, millions Current assets Cash equivalents,741,266 Restricted cash prepaid expenses Noncurrent assets Restricted cash cash equivalents restricted cash,395


. refining jet fuel Monroe Energy operates Trainer oil refinery. Refined products feedstock blendstock inventories lower cost net value. jet fuel airline produced refinery procured gasoline diesel refined products. Cost first-in first-out. include raw material manufacturing costs overhead.


Expendables Parts Supplies. parts flight equipment carried average cost charged maintenance repairs consumed. allowance obsolescence fleet. allowances parts excess obsolete reduce carrying costs. residual value 5% original cost.


receive jet fuel non-jet fuel products account nonmonetary exchanges. recorded carrying amount taxes income statement.


fuel interest rates foreign impact. contracts adjust portfolio. contracts recognized fair value net balances $5 million $47 million December 31, 2023 2022. Note 3 Value Measurements.


long assets include property equipment lease. Note 7. table summarizes property equipment classification 31, Flight years,976 Ground property equipment years Information technology assets years,307,375 Flight ground equipment finance leases lease term life Advance payments accumulated depreciation,370 Total property equipment,486,109


aircraft engines.


amortization flight equipment $525 $463 million 2023 2022.


record property equipment depreciate values. leasehold shorter. Depreciation amortization $2. 3 billion. 1. billion 2023 2022 2021. Residual values aircraft engines parts simulators 5% 10% cost.


capitalize costs amortize three fifteen years. $340 $307 million $301 million amortization software 2023 2022 2021. net value $932 million $891 million December 31, 2023 2022.


tangible assets flight equipment mobile markets. regions.


review flight equipment ROU assets long assets for impairment losses. include useful life cash flows declines fleet values regulatory environment. assets sale discontinue depreciation record impairment losses carrying amount greater than fair value less cost sell.


determine impairments aircraft group assets fleet contract level carriers. estimate future cash flows capacity passenger mile yield fuel labor costs. asset group impaired loss estimated fair value. estimate values sources appraisals bids.


deferred taxes liability method. recognize assets liabilities differences financial statement tax rates. net jurisdiction noncurrent balance sheets.


elected recognize global low tax income deferred taxes.


valuation allowance reduce deferred tax assets. assess income. establish allowances realize. evidence assumptions. future income reversals tax liabilities business environment historical financial results tax planning strategies. Note 11 "Income Taxes deferred income taxes.


purchasing card American Express jet fuel crude oil. credit limit $1. 1 billion 2023 paid monthly. $1. 1 billion financing.


receive credits aircraft engines. deferred until delivered applied cost equipment.


record maintenance costs mainline regional fleets aircraft materials repairs carrier expense. expensed incurred except power-by-the-hour contracts hours flown. contracts transfer risk hour maintenance repairs. Modifications performance lives airframes engines capitalized amortized life lease term.


advertising passenger commissions expenses. $347 $302 $198 million 2023 2022 2021.


Passenger commissions fees recognized revenue recognized.


Passenger revenue ticket sales loyalty awards services. revenue Ended December millions Ticket,339 Loyalty awards services,394 Total passenger revenue,218


Passenger Tickets. defer sales other airlines air traffic liability. Passenger revenue recognized transportation. tickets reduce traffic liability remitted. liability includes sales travel credits cost ticket. evaluate traffic liability record adjustments income statement. adjustments relate tickets unused refunds exchanges transactions other airlines final settlement original price.


recognized $7. $2. passenger revenue 2023 2022 2021 air traffic liability balance.


December 31, 2023 air traffic current. December 31, 2022 $8. 3 billion $100 million noncurrent ticket validity extensions.


. estimate recognize revenue flight date. based experience contract terms behavior.


Regional Carriers. include third-party Endeavor Air. subsidiary. agreements capacity purchase's capacity seat inventory. record revenue passenger revenue expenses regional carrier expense. See Note 10 "Commitments Contingencies information.


Loyalty travel awards mileage credits. redeemed transportation. loyalty program accounting policies.


Travel-related services flight baggage administrative fees on-board sales. revenue provided.


SkyMiles loyalty program incentives Delta. miles Delta Connection. earn miles loyalty program status fare class ticket price. miles companies. Miles redeemable travel Delta Sky Club awards. sell miles non-airline businesses airlines.


loyalty program passenger ticket sales miles sale miles companies.


Passenger Ticket Sales Earning Miles. provide miles earned air transportation performance obligations. value obligation. value redeeming miles equivalent ticket value. adjusted for miles not redeemed ("mileage. statistical models estimate mileage breakage redemption patterns. change assumptions redemption activity revenue. recognize mileage breakage remaining miles redeemed.


defer revenue miles recognize loyalty transportation. record air transportation traffic liability recognize revenue transportation unused.


Sale Miles Companies. Customers earn miles agreements. contracts performance obligations. Payments due monthly miles sold terms one to years. 2023 2022 2021 cash sales $6. 9 billion $5. 7 billion $4. 1 billion allocated travel performance obligations.


contract miles co-brand credit card American Express. agreements joint marketing benefits Delta-American Express holders Membership Rewards participants database. Cardholders earn miles check first bag discounted access Delta Sky Club priority boarding benefits. exchange points for miles. sell miles rates American Express co-brand Membership Rewards.


account marketing agreements American Express products services. selling prices award travel priority boarding baggage waivers lounge access brand. determine discounted cash flow analysis miles awarded redeemed ETV travel mileage rates baggage fees discounted Delta Sky Club lounges benefits brand value royalties volume discounts partners.


defer travel loyalty recognize awards revenue miles redeemed transportation provided. services flight baggage travel-related. Delta Sky Club lounge access miscellaneous provided. performance obligations brand value recorded loyalty program miles delivered.


Activity Loyalty Program. Miles combined pool not separately identifiable. revenue deferred balance issued period.


table loyalty program miles sold marketing agreements. Loyalty program millions Balance January 1,182 Miles earned,238 Travel miles redeemed Non-travel miles redeemed Balance December 31,420


mile redemptions majority new miles redeemed two years. loyalty program deferred revenue current liability revenue twelve months noncurrent liability beyond.


Cargo recognized.


December millions Refinery,379 Loyalty program Ancillary businesses Miscellaneous,104 revenue,416,314,348


. sales third parties. Note 14 revenue.


Loyalty Program. brand obligations miles cash sales. redemption miles non-travel awards.


. aircraft vacation wholesale operations.


. lounge American Express codeshare revenues.


revenue airline segment recognized region origin destination. refinery fuel sales eliminated Consolidated Financial Statements. remaining revenue domestic region. passenger operating revenue region summarized table Revenue Revenue Ended millions Domestic#33,968,197,468,845,478,320 Atlantic,057,777,458 Latin America,798,889,292,334,284 Pacific,453,341 Total#48,909,218#22,519,582,899


Accounts receivable credit card tickets refinery sales purchase miles loyalty program. allowance uncollectible accounts expected credit loss model.


required charge taxes fees tickets. federal transportation taxes security airport facility foreign taxes. taxes assessments collection not included revenue. record liability collected reduce payments government agency carrier.


Fair value exit price received sell asset transfer liability transaction between market participants. market-based measurement determined assumptions pricing asset. value measurement classified levels information valuation 1. Observable inputs. 2. 3. Unobservable inputs little no market data develop assumptions.


Assets liabilities measured value valuation techniques tables.


Approach. Prices information observable transactions assets.


Approach. convert future present expectations option-pricing models.


31, equivalents Restricted cash equivalents Short-term investments. Government securities Corporate obligations Long-term investments Hedge derivatives Fuel hedge contracts 31, millions Cash equivalents Restricted cash equivalents Short-term investments. securities Corporate obligations Long investments Hedge derivatives Fuel hedge contracts


Note 9 Benefit Plans.


Cash Equivalents Restricted Cash Equivalents. equivalents funds. Restricted prepaid expenses noncurrent assets deposits commercial paper negotiable certificates deposit debt construction terminal LaGuardia Airport self obligations airport commitments. fair value market approach transactions.


Short-Term Investments. market approach valuation prices interest rates curves credit ratings information.


December 2023 short-term $1. billion. mature year.


Long-Term Investments. equity investments valued market prices transactions recorded. investments private companies Level 3 not traded public exchange unobservable inputs non-public equity. December 31, 2023 2022 equity investment Wheels Up Level 1. September 2023 quarter Level 3 quoted price fair value short time closing reporting. December 31, 2023 returned closing price New York Stock Exchange. Fair value measurement inputs uncertain. December 31, 2023 no material gains losses investments Level 3 value adjustments. Note 4 "Investments.


Hedge Derivatives. contracts negotiated without public exchange. counterparty default credit risk. contracts Level 2. remainder futures contracts traded public exchange. Level 1. Hedge Contracts. risk fuel prices related Monroe’s inventory. portfolio options swaps futures. valued cash flow models. Futures traded public exchange valued quoted market prices. recognized losses $6 million $394 million $146 million fuel hedge contracts fuel 2023 2022 2021. losses $58 million settlements $52 million mark-to adjustments. Expense settlement offset profits pricing. Note 14 Monroe refinery segment.


developed relationships airlines joint ventures cooperation including equity investments. equity investments reinforce commitment enhance input strategic representation board.


Fair Value Investments. Changes valuation gain income non-operating expense driven stock prices foreign currency techniques shares.


Equity Method Investments. record equity investees financial results income statement table. investments ownership interest carrying Interest Value millions 31, Air France-KLM Value China Eastern Grupo Aeroméxico Hanjin-KAL LATAM####403 Unifi Aviation Method(3) Wheels Up####903 Other investments Equity investments,128


income statement non-operating expense.


December 31, 2023 held. 8%. common Hanjin.


included contracted services income statement integral business airport locations.


ownership voting rights.


Up. 2023 expanded partnership agreement new credit facility. $390 million term loan contributed $150 million lenders $240 million $100 million liquidity facility liquidity below $100 million. loan investors received shares common stock 95% equity diluted.


$150 million cash contribution outflow allocated loan receivable equity investment. 38% equity interest Wheels Up. Delta voting rights capped 29. 9%.


transaction concluded Wheels Up variable interest entity. requires consolidation primary beneficiary. not primary beneficiary decision-making Board decision-making authority control Board. Wheels Up not consolidated financial statements.


Wheels Up equity fair value option acquisition 2020. 2023 recorded $786 million gain New York Stock Exchange. December 31, 2023 Wheels public float under 5% volatility credit 2023. shares issued Delta lenders unregistered December 31, 2023 contractual transfer restriction until credit facility (September 2024). limited transfer restrictions. account loan receivable fair value. $100 million liquidity facility drawn December 31, 2023.


category includes investments value equity ownership interest influence. equity investments Virgin Atlantic JFK IAT.


. investment zero December 31, 2023. maintain 49% equity interest losses. losses recorded additional investments. December 31, 2023 $400 million unrecognized equity losses 49% interest.


JFK Note 8 Redevelopment.


goodwill intangible assets relate airline segment. apply fair value-based impairment test annual of October 1) if impairment loss interim. assess value qualitative quantitative approach. qualitative consider market factors key assumptions. analyze fair value. If likely asset impaired quantitative approach assess fair value impairment. quantitative calculate fair value assumptions.


value goodwill indefinite-lived assets market income techniques. include forecasted revenues expenses cash flows discount rates market transactions regulatory environment. assumptions consistent market participants. estimates transaction amounts differ. recognize impairment charge carrying value exceeds estimated fair value.


events indefinite to definite-lived. Factors include negative trends market capitalization reduced profitability lower passenger mile yields higher input costs lower passenger demand weakened. economies interruption strike terrorist attack regulatory environment. access antitrust competitive changes strategic changes diminished utilization intangible assets.


Intangible Assets.-lived not amortized routes slots Delta tradename alliances arrangements. marketing maintenance agreements amortized straight undiscounted cash life. renew extend expensed.


December 2023 valuation goodwill intangible assets years ago. tests no impairment values exceeded carrying values. assets category Value 31, 2023 31, 2022,753 International routes slots Airline alliances Delta Domestic slots Total


Routes Slots. Pacific capacity airports London-Heathrow.


Alliances. LATAM SkyTeam.


. New York Washington-Reagan airports.


-lived intangible assets category 31, 2023 31, 2022 millions Carrying Value Amortization Marketing agreements Maintenance contracts(150#976


Amortization expense $9 $10 million 2023 2022 2021. assets $8 million annually 2024 2028.


table summarizes debt outstanding debt category Rate December 31, 2023 millions Unsecured Payroll Support Program Loans. Unsecured notes. 38%,997 Financing SkyMiles assets SkyMiles Notes(1). 50%. 75%,144 SkyMiles Term. NYTDC Special Facilities Revenue.,656 Financing aircraft.


arrangements secured slots gates routes 2020 Senior Secured. 2018 Revolving Credit Other. 51%. revolving credit Total secured unsecured,693 debt issuance cost Total,610,381 current long debt,985,326


installments.


financings variable rate debt. equal SOFR index margin.


2023 $1. 4 billion notes SkyMiles Term Loan repayments $585 million. $63 million loss extinguishment debt non-operating expense.


December 31, 2023 $2. 9 billion undrawn revolving. $450 million outstanding letters.


Facilities Bonds 2023


December 2023 NYTDC issued Special Facilities Revenue Bonds $878 million. loan agreements proceeds construction LaGuardia Airport. proceeds noncurrent assets. Note 8 Redevelopment LaGuardia Airport project.


pay debt 2023 Bonds NYTDC guaranteed Bonds.


December 2023 entered amended credit agreement&R Credit 2018. undrawn December 31, 2023. $1. 325 billion three-year $1. 325 billion five-year $360 million three-year standby letter. $250 million letters credit. accordion feature commitments $3. 65 billion.


A&R Credit Facility secured first lien collateral Pacific route authorities assets. pledging additional collateral. release lien investment grade rating stable outlook from two three rating agencies.


risk variable debt fair value earnings interest rates. fair value market values transactions interest rates maturities credit risk collateral. Debt Level 2 fair value. debt 2023 2022 amount,381 Fair value,700


debt agreements contain financial covenants. credit facilities SkyMiles financing agreements minimum liquidity covenant. $2. 0 billion liquidity cash equivalents short-term investments principal credit. debt agreements include collateral coverage ratios limit incur liens dispose collateral mergers consolidations transfer assets. Collateral Release Date liquidity covenants A&R Credit Facility restrictions liens sell assets minimum fixed charge asset coverage ratio. SkyMiles financing agreements include debt service coverage ratio restrict modify terms sell pre-paid miles $550 million terminate modify arrangements Delta SkyMiles.


subject exceptions qualifications debt agreements. compliance agreements December 31, 2023.


table summarizes maturities debt 2023 debt maturities millions Debt Issuance Cost 2024 2025 2026 2027 2028,245 Total,693,610


lease property equipment finance operating leases. 12 record asset obligation present value payments. include rental escalation renewal termination options payments. lease nonlease regional aircraft.


use rate discount payments. rarely incremental borrowing rate based estimated interest rate collateralized borrowing term commencement.


aircraft agreements residual value. liability.


December 31, 2023 leased 225 111 finance 114 operating. five months 12 years.


regional aircraft leases capacity agreements ROU asset lease liability. allocated lease nonlease components fair values. Lease 116 aircraft December 31, 2023 nonlease flight operations maintenance services. determined estimate Endeavor Air. independent valuation firms. Note 10 Contingencies.


facility leases for 300 airports. reflect terminals office space cargo warehouses maintenance facilities. from government agencies operating. lease terms vary to 29 years. lease rates depend operating costs reset annually. not ROU asset lease liability.


facilities fixed payment schedules New York-LaGuardia-JFK. recorded ROU asset lease liability. Note 8 Redevelopment.


lease IT assets servers mainframes. ground equipment tugs tractors other equipment. lease terms one month to six years. leased assets ground IT service agreements. ground contracts lease nonlease components. IT contracts lease nonlease components. amounts not significant.


table presents lease assets liabilities balance sheets. asset liability balance sheet position category 31, millions Balance Assets Operating lease right-of-use,036 Finance equipment Total lease,342 Liabilities maturities leases Finance Noncurrent leases,345 Total lease,671,229-average lease term Operating leases Finance leases-average discount rate leases. Finance leases.


table costs finance. Lease cost Ended December millions Finance lease Amortization leased assets Interest lease liabilities Operating lease Short-term Variable lease Total lease cost


aircraft landing fees regional carrier income.


table presents supplemental cash flow leases. Ended December 31, millions Cash paid lease Operating cash flows leases#809 finance leases


table reconciles cash flows first five years remaining operating lease liabilities. lease cash flows reconciliation millions 2024 2025 2027 2028 minimum lease payments,247 future lease payments,227,444 current obligations Long-term lease obligations


December 2023 leases $151 million. 2024 4 19 years.


enhancing expanding facilities Terminal 4 JFK premium travel. operated JFK International Air Terminal Port Authority New York Jersey. long-term agreement sublease 2043.


2021 Port Authority approved renovate expand Terminal 4 Delta relocation 4. 10 gates facilities Delta Sky Club premium lounge. $1. 6 billion funded bonds 2022 NYTDC IAT obligor. costs Delta leased premises. Construction started 2021 2023 completed Delta consolidated operations Terminal 4. control assets balance sheets.


Equity. JFK IAT Member LLC IAT. Sublease management fees. variable interest controlling interest. rights Terminal 4 consistent anchor tenant standard airport lease. consolidate Consolidated Financial Statements. Note 4.


redevelopment modernizing upgrading post-security Terminals 2 3. lease 2016 Los Angeles. ticketing arrival hall security checkpoint infrastructure ramp improvements post-security connector Tom Bradley International Terminal.


project $2. 4 billion. majority funded Regional Airports Improvement Corporation California revolving credit facility. facility executed 2017 guaranteed obligations RAIC. 2023 capacity reduced $626 million. Loans repaid purchase assets. appropriated $1. 8 billion purchase assets maximum reimbursement. Costs $1. billion not reimbursed. net project costs $600 million $350 million investing $200 million operating activities 2017.


2020 enhanced customer-friendly Terminal 3 Delta Sky Club baggage upgrades. 2023 completed construction.


assessment project concluded control assets project asset obligation recorded balance sheets except leasehold improvements property.


recorded $200 million ROU asset RAIC funding not recognized asset lease liability variable lease payments City. Note 7 liabilities.


LaGuardia Airport partnering Port Terminals C D 37 gates concourses headhouse. Delta Sky Club wider concourses seating double concessions. access parking garage improved roadways drop-off-up areas. Construction phased.


opened Concourse E G headhouse terminal roadways D F. acceleration 2020 completion 2024.


redevelopment 2017 entered amended terminal lease Port Authority term through 2050. funding debt issuance cash design management construction terminal off-premises facilities receiving Port Authority contribution $500 million responsible operations maintenance lease preferential rights gates Port accommodation.


project $4. 3 billion spent $3. 7 billion. net cost $3. 8 billion risks over-runs. loan agreements construction debt proceeds restricted cash. spent $500 million $650 million $950 million 2023 2022 2021. control assets. Costs leasehold improvements property equipment. Note 6 Special Facilities Revenue Bonds.


sponsor defined healthcare disability employees retirees family.


. sponsor employees retirees. closed frozen future accruals. funding obligations Employee Retirement Income Security Act legislation. Pension Protection Act 2006, alternative funding rules unfunded liability amortized 17-year 8. 85% discount until 2024. amortized 15-year 4. 75% through 2030. no minimum funding requirements 2024 voluntary contributions.


2023 established market cash benefit pension plan pilots funded company contributions IRS limits 401. contributions plans. company funds cash invests assets. benefit contributions positive return.


Contribution Pension Plans. groups. costs $1. 2 billion $1. billion $875 million 2023 2022 2021.


Postretirement Healthcare Plans. sponsor retirees dependents under 65. eliminated company-paid 65 healthcare coverage except subsidies 1987 retiree medical accounts 2012 workforce reduction 2020 early retirement programs.


Postemployment Plans. welfare benefits employees retirement disability survivorship plans. eligible death disability.


postretirement employment plans contributions.


Benefits Postretirement Postemployment 31, millions Benefit obligation period,073,664 Service cost Interest cost Actuarial loss(4,599) Benefits paid sums annuities(1,201) Plan amendments Participant contributions Benefit obligation end,664 assets,502 gain(loss) assets,142(2,517) Employer contributions Participant contributions Benefits paid annuities(1,201) assets end period,766 Funded status end(3,470)


end year accumulated obligations pension plans equal.


2023 losses increased discount rates gains decreased discount 2022. gains losses recorded AOCI reflected table. amortized AOCI lifetime.


Benefits Postretirement Postemployment 31, millions Prepaid pension assets Current liabilities Noncurrent liabilities Funded status end period(3,470) Net actuarial/gain(6,474)(162) service credit loss pre-tax(6,474)(6,444)(161


pension plans. obligations $8. 6 billion $8. 4 billion 2023.


Postretirement Postemployment Benefits Ended December millions Service cost Interest cost return plan assets(1,060),319) Amortization prior service credit net actuarial loss####354 Settlements Net periodic cost(benefit#130#279#218


Service cost salaries income components pension non-operating. Benefits market cash balance benefit pension plan.


actuarial assumptions benefit obligations net periodic cost 31, Benefit Obligations(1) average discount rate. December Net Periodic Cost average discount rate. long-term rate return assets. healthcare cost trend rate next.


employee compensation impact pension postretirement postemployment obligation.


cost decline 5.% 2029 unchanged.


Expected Long-Term Rate Return. based on studies market volatility data. return expectations market indices incorporated projections. premium investing less liquid private markets. review return annually. investment performance influence evaluation. investment strategy long return annualized target risk liquidity benefits obligations. public private equity fixed income real assets hedge funds. weighted average long-term rate return year December 31, 2023 7. 00%.


Life Expectancy. impact benefit obligations future cost. review Society Actuaries estimate pension postretirement obligations.


Benefit payments assumptions obligations. payments vary. Benefits pension plans trusts postretirement postemployment benefits funded assets.


table summarizes payments 31 future payments Benefits Postretirement Postemployment Benefits 2024,310 2025 2026 2029-2033,190


adopted investment policies defined benefit pension plans asset obligations risk liquidity. diversified reviewed periodically. Active management strategies returns market indices. Derivatives manage risk exposure liquidity. hold cash collateral. 20-40% growth 25-35% income-generating 35-45% risk-diversifying. assets publicly-traded equity fixed income foreign currency commodity securities active management.


Benefit Plan Recurring


Benefit plan assets defined benefit pension postemployment benefit plans. net benefit obligation noncurrent pension postretirement benefits funded status. Note 3 Value Measurements valuation techniques. table shows benefit plan assets asset class. measured fair value recurring 31, 2022 Fixed income instruments Cash equivalents Equities instruments common stock Real assets Benefit plan assets Investments net asset value Total benefit plan assets


Investments measured NAV per share fair value hierarchy.


Fixed Income-Related Instruments. include corporate bonds government bonds collateralized mortgage obligations-backed securities valued bid average. Prices based pricing models quoted prices broker quotes. instruments securities futures options valued last sale bid prices. Over-the-counter securities valued bid broker quotes.


Cash Equivalents. high-quality short-term obligations institutional funds valued quotations.


Equities Equity-Related Instruments. common stock equity-related instruments. Common stock valued closing price active market. Equity-related instruments securities exchanges futures options valued last sale bid prices. Over-the-counter securities valued bid broker quotes.


Delta Common Stock. managed.


Assets. include precious metals instruments some valued closing price market priced models quoted prices broker quotes.


table summarizes investments value NAV share Benefit plan investment assets NAV 31, 2023 31, 2022 millions Value Frequency Period Hedge funds strategies,175 Days Days Commingled funds private equity instruments,379 Days,266 Fixed income,147 Days Days Real assets/A/A Days Days investments NAV,329


. monthly quarterly redemption frequencies redemption window anniversary investment.


private funds closed-ended investments redemption.


funds redemptions.


commitments. billion equity $296 million fixed income $584 million assets 2023.


annual assess potential adjustments value investments. applies private equity strategies real assets. solicit valuation updates fund managers use value adjustments.


Hedge Funds Strategies. investments partnerships liquid secondary market.


Commingled Funds Private Equity-Related Instruments. funds common stock private equity instruments. valued market prices assets. Private equity instruments valued quarterly models inputs assumptions.


Fixed Income-Related Instruments. include private instruments valued monthly quarterly fund managers-party agents inputs assumptions.


Real Assets. real estate energy transition timberland agriculture infrastructure. valuation requires judgment quoted market prices lack liquidity long-term. valued quarterly inputs assumptions.


. risk funds equity fixed commodity.


sponsor defined benefit pension plans foreign countries. Financial Statements.


employee profit sharing program each annual pre-tax profit portion employees. defines profit pre-tax profit adjusted profit sharing other items.


2023 2022 recorded profit sharing $1. 4 billion $563 million. 2021 special profit $108 million pre-tax profit employees pandemic.


future commitments $17. 5 billion December 2023 2024 2025,230 2026 2028


timing agreements manufacturers uncertain supply manufacturing regulatory constraints.


future December 31, 2023 fleet A220-300 A330 A350-900 B-737-10


2023 A330-900 delivery 2025 purchase 26 A220-300 2027.


January 2024 Airbus 20 A350-1000 option 20. Deliveries 2026.


contract agreements expiring 2034. capacity revenue.


Capacity Purchase Agreements. regional carriers operate under. operate aircraft using codes control scheduling pricing reservations ticketing seat inventories retain revenues. pay airlines based on cost market rates.


table shows minimum obligations under capacity purchase agreements with carriers excluding payments leases Note 7. obligations contemplate minimum levels flying costs fuel insurance. payments differ from obligations. Contract carrier minimum obligations millions 2024,600 2025 2026 2027 2028,360 Total,840


Revenue Proration Agreement. December 31, 2023 SkyWest Airlines. revenue agreement. fixed division revenues tickets.


involved in legal proceedings employment environmental commercial disputes antitrust regulatory matters. record liabilities for losses probable outcome unfavorable loss estimated. outcome resolution matters adverse Consolidated Financial Statements.


VISA/MasterCard American Express agreements no cash reserve required no withholding payment receivables except circumstances liquidity. processor Reserve withhold payments equal to liability for tickets purchased not used for travel. Reserve withheld as of December 31, 2023 2022.


We lessee under commercial real estate leases. common indemnify related parties for tort environmental liabilities premises. indemnity us responsible for liabilities contractors licensees invitees. indemnity extends to liabilities negligence excludes liabilities sole negligence willful misconduct.


aircraft equipment lease financing agreements us indemnify parties including against liabilities from use aircraft equipment.


insurance liabilities indemnities real estate leases equipment financing agreements. environmental liabilities policies required environmental laws.


aircraft financing transactions preserve economic return if diminished changes law. risk changes tax laws payments non-U. S. lenders taxes.


estimate potential future payments under indemnities provisions predict when circumstances triggered amount payable based on facts circumstances.


December 2023 103,000 employees 20% represented unions. airline Delta Pilots,960 31, 2026 Superintendents 1 2024 Endeavor Pilots 1 2029 Attendants,600 31, 2027


Delta pilots four-year Working Agreement January 1 2023. rule changes pay rate increases initial 18%. one-time payment 2023 $735 million. adjustments benefit $130 million.


200 refinery employees Monroe represented United Steel Workers February 28, 2026. National Labor Relations Act self-help expiration. employees outside. represented unions work councils local groups.


contracts require pay penalty acquire inventory purchase equipment without cause expiration. obligations contingent on termination no obligation unless termination occurs.


income tax Ended December millions Current tax provision Federal State local International Deferred tax Federal State local Income tax provision


table presents difference effective tax. federal statutory tax rate Reconciliation effective Ended December U. S. federal statutory income tax rate. State taxes net federal benefit. Permanent differences. Valuation allowance. Effective income tax rate.


Deferred taxes differences assets liabilities. assets liabilities Deferred assets operating loss,395 Capital loss Pension postretirement benefits Investments,106 Deferred revenue Lease liabilities Valuation allowance,176 deferred tax assets,234 liabilities Depreciation,110 lease assets Intangible assets,121 deferred tax liabilities,319 Balance Sheet noncurrent assets Deferred income taxes


assess taxable income deferred assets. establish valuation allowances. evidence assumptions. future taxable income reversals deferred tax liabilities business environment historical financial results tax planning strategies.


December 2023 deferred tax $665 million $877 million capital operating losses.


December 31, 2023 $4. 5 billion. federal pre-tax loss carryforwards 2025. $800 million generated 2018 2029. valuation allowance deferred tax assets capital losses state operating losses short expiration.


table deferred income tax assets activity millions Balance January 1 Tax provision Equity investment December 31


uncertain tax positions years. under audit IRS 2023 2022 years.


authorized issue 2. billion capital 1. 5 billion common. 500 million preferred.


Stock. issue series. Board authorized fix descriptions powers preferences rights qualifications limitations restrictions specify shares. not issued preferred stock.


. withhold Delta tax withholdings equity awards. shares valued cost market price. cost share $30. 37 $29. 73 December 2023 2022.


Warrants. 2020 2021 Coronavirus Aid Security Act payroll program issued warrants. Department Treasury. 1 million shares Delta common stock. warrants increased exercise price decreased December 2022 dividend payments. terms 2023 payroll program warrants millions Price Year Payroll Program. Extension. 54. 57 Total.


Grant Recognition. payroll CARES Act PSP extensions $4. 5 billion December 2021. grants PSP2 PSP3 recognized income statement.


equity cash compensation plan restricted stock units options performance awards cash incentive awards. Shares common stock issued from. shares covered award canceled without delivery surrendered withheld available for issuance except tendered option withheld tax covered stock-settled SAR awards not issued. Plan authorizes issuance 163 million shares stock. December 31, 2023 13 million shares available future grants.


incentive awards. vest employment. Equity compensation stock recognized salaries totaled $180 million $150 million $149 million 2023 2022 2021. expense installment vesting. unrecognized costs unvested shares stock options $103 million. unvested awards vest forfeitures.


Restricted Stock. subject forfeiture. value closing price. December 31, 2023 4. 2 million unvested stock awards. activity 2023 2022 2021 January 1 Granted Vested Forfeited December 31 Delta Air Lines. Form 10-K


Stock Options. granted closing Delta stock 10-year term. value pricing model. December 2023 6. 2 million option awards $50. 42 5. 9 million exercisable. activity 2023 2022 2021 January 1 Forfeited(1) December 31


exercise forfeiture 2022 rounds.


Awards. dollar incentive opportunities payable Delta stock executive officers cash. 2021 payable cash. payments 0%-200% target contingent financial goals three-year. December 31, 2023 no awards payable Delta stock officers. maximum shares 0. 7 million 1. 5 million 2022 2021.


Performance-Based Restricted Stock Units. incentive executive officers receive shares Delta stock performance conditions three-year period. payouts 0%-300% target. maximum shares 3. million 1. 3 million 2023 2022. no December 2021.


loss millions Benefits Liabilities(2) Effect Balance January 1 2021,843),038) Changes Reclassifications Balance December 31, 2021,184,130 Changes Reclassifications Balance December 31, 2022(5,801) Changes value Reclassifications Balance December 31, 2023


reclassified AOCI recorded non-operating expense income statement.


$755 million deferred income tax tax law recognized income pension obligations extinguished.


segments components enterprise separate financial information evaluated chief decision maker used resource allocation performance assessments. executive leadership team. reviews information segments airline refinery.


airline segment single business unit scheduled air transportation passengers. loyalty program ancillary businesses. integrated revenue pricing route network. flight equipment fleet deployed single route scheduling. evaluates profitability economics no financial impact. objective optimize consolidated financial results.


Monroe subsidiary operates Trainer oil refinery Philadelphia refining jet fuel. operations pipelines terminal jet fuel Northeastern. York LaGuardia JFK.


refinery airline jet fuel agreements. production jet non-jet fuel. counterparties non-jet fuel jet fuel. value exchanged December 2023 2022 2021 $2. 4 billion $3. 5 billion $2. 3 billion.


refinery requirements renewable fuels. purchasing Renewable Identification Numbers. Monroe small majority RINs secondary market. Renewable fuel compliance costs accrued in accounts. Purchased RINs carried lower cost net realizable value recorded in prepaid expenses. 2023 acquired RINs assets RINs obligation. retired EPA requirements. retired $700 million 2021 2022 RINs assets obligations.


Segment results internal accounting methods reconciliations consolidated amounts GAAP. income loss products services.Financial millions Sales Ended December Operating revenue,669 Depreciation amortization Operating Interest expense net assets period,644 Capital expenditures Ended December Operating revenue,605,706,582 Depreciation amortization Operating,661 Interest expense net Total assets period,355,288 Capital expenditures Ended December 31, Operating revenue,670,899 Depreciation amortization Operating income,888 Interest expense Total assets period,417,459 Capital expenditures,188,247


intersegment operating revenue.


segment results depreciation aircraft fuel taxes income statement. Revenue Intersegment Sales Ended December millions Sales airline Exchanged,293) refined products Revenue Intersegment,193)(2,825)


transfers refinery airline. determine market price jet fuel refinery market index New York Harbor.


value products exchange agreements market price.


calculate earnings share income shares excluding. diluted earnings dilutive effect instruments stock options restricted stock awards warrants. Antidilutive stock equivalents. table Basic diluted earnings per Ended December 31, Net income,318 shares Dilutive effect share instruments Diluted shares Basic earnings per share. Diluted earnings share.


DISAGREEMENTS DISCLOSURE


management Chief Executive Financial Officer disclosure controls procedures record process summarize report SEC's rules forms information. concluded controls procedures effective as of December 31, 2023 information accumulated communicated timely decisions disclosure.


three months ended December 31, 2023 changes internal control financial reporting affected.


Management internal control financial reporting Rules 13a-15 15d-15(f Securities Exchange Act 1934. control assurance reliability preparation statements accounting principles United.


limitations internal control financial reporting prevent misstatements. Projections effectiveness future risk controls compliance deteriorate.


control financial reporting December 31, 2023 criteria Sponsoring Treadway Commission 2013 Control Framework. believes control effective 2023.


internal control financial reporting December 31, 2023 audited Ernst & Young LLP Consolidated Financial Statements 2023. report.


Stockholders Delta Lines.


audited Delta Air Lines. control financial reporting December 31, 2023 Control-Integrated Framework Sponsoring Treadway Commission. Delta Air Lines. maintained control reporting 2023.


audited Public Company Accounting Oversight 2023 statements report February 12 unqualified opinion.


management responsible internal control financial reporting assessment Annual Report. responsibility opinion control based audit. public accounting firm registered PCAOB independent U. federal securities laws rules Securities and Exchange Commission PCAOB.


conducted audit PCAOB. standards require plan assurance internal control financial reporting.


audit included understanding internal control financial reporting risk material weakness testing effectiveness procedures necessary. audit provides basis opinion.


internal control over financial reporting assurance reliability financial reporting preparation financial statements for accounting principles. includes policies procedures maintenance records transactions dispositions assets assurance transactions recorded necessary preparation financial statements receipts expenditures with authorizations management directors assurance prevention of unauthorized acquisition use disposition assets financial statements.


limitations internal control financial reporting prevent misstatements. projections effectiveness future risk controls compliance policies deteriorate.


Board Matters 1 Election Directors Proxy Statement 2024 Annual Meeting Stockholders incorporated. Delta executive officers Part I Form 10-K Executive Officers.


required "Executive Compensation Proxy Statement incorporated reference.


SECURITY OWNERSHIP STOCKHOLDER


table shares common stock Delta's equity compensation plans December 31, 2023. plan information Plan Category. Securities Issued Options Warrants Weighted-Average Exercise Price. Securities Future Issuance (Excluding plans approved,385.,238,608 not Total,385.,238,608


3,337,350 shares common stock performance conditions December 31, 2023.


performance share awards. price December 2023 $50.


shares under Delta's Performance Compensation Plan. covered by award canceled without delivery surrendered withheld taxes available for issuance except tendered option withheld tax by stock-settled SAR awards not issued settlement. 4,166,569 shares stock unvested forfeiture December 31, 2023 available for issuance.


information required Ownership Proxy Statement incorporated reference.


Board Matters 1 Election Directors Proxy Statement incorporated reference.


3 Ratification Independent Auditors Proxy Statement incorporated reference.


. index financial statements Form 10-K Accounting Firm Balance 31, 2023 2022


Statements 2023 2022 2021


Statements Comprehensive Income 2022


Cash 2023 2022 2021


Statements Stockholders Equity 2022


. Financial Statement Schedules. not included required information applicable submission included Consolidated Financial Statements Form 10-K.


. Exhibit


exhibits. management contracts compensatory plans Form 10-K Exhibits 10. 19.


. Delta Certificate Incorporation Exhibit 3. Form 8-K 2007.


. Amendment Certificate Incorporation Exhibit. Delta 8-K June 27,.


. Delta Bylaws Exhibit. Report December 9.


. Registrant Securities Exhibit. Delta Annual Report 10-K.


Delta not filing instruments indebtedness securities exceed 10% assets. Copies furnished Securities Exchange Commission.


. Credit Agreement November 6 2023 Delta Air Lines. JPMorgan Chase Bank.


. Payroll Agreement 20 Delta Air Lines. Treasury Exhibit. Quarterly Report 10-Q June 30.


. April 20 2020 Delta Air Lines. Treasury Exhibit. Quarterly Report 10-Q June 30.


. Warrant Stock Exhibit. Delta Annual Report 10-K 2020.


. Payroll Agreement January 15 2021 Delta Air Lines. Treasury Exhibit. Annual Report 2020.


. Agreement January 15 2021 Delta Air Lines. Treasury Exhibit. Annual Report 10-K 2020.


. Payroll Agreement 23, Delta Air Lines. Treasury Exhibit. Quarterly Report 10-Q June 30.


. Agreement April 23, 2021 Delta Air Lines. Treasury Purchase Stock Exhibit. Quarterly Report June 30.


. Loan Guaranty Agreement September 23, 2020 Delta SkyMiles. Barclays Bank. Bank Association lenders Exhibit. 8-K Securities Exchange Commission September 25.


. Amendment Loan December 4 2022 SkyMiles. Delta Air Lines. Barclays Bank Exhibit. Delta Annual Report.


. Tenant Agreement December 9 2010 JFK Terminal Delta Lines. Exhibit. Annual Report December.


. Agreement April 8 2022 JFK Delta Lines. Exhibit. Quarterly Report 10-Q June 30.


. Lease Port Authority New York Delta Air Lines. September 13, 2017 Exhibit. Quarterly Report 10-Q.


. A330 Agreement November 24 2014. Delta Air Lines. Exhibit. Delta Annual Report 10-K December.


. Amendment. 3 A330 A350 Agreement November 24 2014. Delta Air Lines. Exhibit 10. Delta Quarterly Report June 30.


. 2017 Amendment. 3 Exhibit. Delta Quarterly Report 10-Q June 30.


. Amendment. October 30 2018 A330 A350-900 Agreement November 24 2014. Delta Air Lines. Exhibit. Annual Report 10-K December.


. 30 2018 Amendment. 8 Exhibit. Annual Report 10-K December 31,.


. Amendment 11 July 30 2020 A330 Agreement November 24 2014 Delta. Exhibit 10. Quarterly Report 30 2020.


. July 30 2020 A330 A350-900 November 24 2014 Exhibit 10. Delta Quarterly Report September 30 2020.


. Purchase Agreement December 15 2017. Delta Air Lines. Exhibit. Annual Report Form 10-K.


. Amendment. 2 July 30 2020 Purchase Agreement December 15 2017 Delta. Exhibit. Quarterly Report 2020.


. Agreement. July 30 2020 Purchase December 15 2017 Delta Airbus. Exhibit 10. Quarterly Report September 30 2020.


. Amendment. 3 2021 Purchase Agreement December 15 2017. Delta Air Lines. Exhibit. Quarterly Report June 30 2021.


. Amendment. 3 2021 Exhibit. Delta Quarterly Report June 30 2021.


. Amendment. 4 2021 Purchase Agreement December 15 2017. Delta Air Lines. Exhibit. Quarterly Report September 30 2021.


. Agreements. Amendment. 4 2021 Exhibit. Delta Quarterly Report September 2021.


. Purchase Agreement-04696 July 18 2022 Boeing Delta Air Lines. Exhibit. Quarterly Report 10-Q.


. Delta Air Lines. Compensation Plan Exhibit. Quarterly Report.


. Delta Air Lines. Severance Plan amended June 1 2016 Exhibit. Quarterly Report.


. Amendment Delta Air Lines. Severance Plan June 2016 Exhibit. Annual Report 2020.


. Benefits Board Officers Exhibit. Delta Annual Report 10-K December 2021.


. Delta Air Lines. 2023.


. Delta Air Lines. 2021 Incentive Program Exhibit. Quarterly Report March.


. Delta Air Lines. 2022 Incentive Program Exhibit. Quarterly Report March.


. Delta Air Lines. 2023 Incentive Program Exhibit. Quarterly Report 30.


. Delta Air Lines. Disability Plan Exhibit. Annual Report 10-K.


. 2023 Stock Non Directors Exhibit. Quarterly Report June 30.


. Registrant.


. Ernst Young.


. Rule Certification Chief.


. Rule Chief Financial.


Certification. 1350 906 Sarbanes-Oxley Act.


Delta Lines.


. XBRL Instance Document XBRL tags embedded XBRL document.


cover Annual Report 10-K 2023 Exhibit 101


exhibit confidential.


Section 13 Securities Exchange Act 1934 registrant report 12th February 2024. AIR LINES. Edward. Bastian. Executive Officer


Securities Exchange Act 1934 report signed 12th February 2024 registrant capacities.


Linde plc Ireland offices United Kingdom States. largest industrial gas company. products atmospheric process dioxide helium hydrogen electronic specialty acetylene. designs builds equipment gas production processing services olefin natural gas air separation hydrogen synthesis gas.


Linde healthcare metals mining food electronics.


sales $32,854 $33,364 $30,793 million 2023 2022 2021. Item 7 sales Note 18.


Atmospheric gases highest volume Linde. produces oxygen nitrogen argon cryogenic prevalent. Rare gases krypton neon xenon cryogenic. pioneer industrial Linde proprietary patented applications supply systems. non-cryogenic separation. markets production cost. vacuum pressure swing adsorption membrane separation oxygen nitrogen.


gases dioxide hydrogen helium acetylene.


Hydrogen produced from feedstocks technologies. colors production processes. majority Linde gray hydrogen derived from natural gas methane steam methane reformation technology. blue green hydrogen clean energy. Blue carbon emissions. Green electrolysis renewable steam methane reforming biomethane. Low high-purity hydrogen by-product hydrogen chemical petrochemical industries.


Carbon monoxide produced steam-thermal natural gas. carbon dioxide purchased plants recovered wells. processed Linde’s plants commercial food-grade. Helium sourced natural gas additional outside. Acetylene chemical by-product calcium carbide water.


three distribution methods industrial gases on-site tonnage merchant bulk liquid packaged cylinder gases. integrated products same plant. determined by lowest cost needs volume purity pattern usage form.


. volumes oxygen nitrogen hydrogen constant demand supplied cryogenic plants. Linde


product.-site contracts requirement 10-20 years minimum purchase price escalation provisions. cryogenic plants produce liquid products. single customer. air separation delivery smaller volume.


. with oxygen nitrogen argon carbon hydrogen helium. deliveries plants to storage containers site owned leased. cost oxygen nitrogen small radius from. argon hydrogen helium longer. agreements three to seven-year contracts.


Packaged Gases. volumes cylinders high pressure. atmospheric carbon hydrogen helium acetylene. Linde produces specialty gases mixtures. delivered. sold one three-year contracts purchase orders.


Linde’s Engineering global air separation hydrogen synthesis olefin natural gas plants. efficient plants. technologies avoid CO2 emissions. portfolio production storage distribution hydrogen transition clean energy. digital services solutions efficiency performance.


Linde plants petrochemical chemical industries refineries fertilizer plants synthesis natural noble gases. Engineering business supplies components industrial gas Linde.


Linde gases hardgoods. On-site plants pipeline complexes limited inventory. obsolescence.


Linde not dependent single.


Linde global 68% 2023 sales outside United States. subsidiaries 45 European Middle Eastern African countries Germany. France South 20 Asian South Pacific 20 North South America Canada.


equity Europe Middle East.


Linde’s non-U. business risks. import export controls economic policies. see Item 1A. 7A. Market Risk.


Linde’s business fluctuations.


gas processing separation clean energy distribution new markets applications. air separation hydrogen synthesis adsorption chemical clean energy carbon management industrial gas applications. Pullach Tonawanda York Burr Ridge Illinois Shanghai China.


Patents Trademarks Linde owns licenses patents products processes. patents expire next 20 years. important to businesses dependent upon patent license. owns trademarks "Linde" trademark most significant.


Materials Energy Costs industrial gases. electricity natural gas diesel. mitigates fluctuations pricing surcharges cost tolling arrangements.


supply energy company. energy availability price unpredictable future risks.


carbon monoxide helium hydrogen gases materials purchased. Linde contracts materials long availability prices market.


Linde participates competitive markets industrial gases engineering local regional global players pressure. Linde pipeline networks supply competitive advantage.


Competitors industrial gases L’Air Liquide. Air Products Chemicals. Messer Group Mitsubishi Chemical Holdings small gas companies. international gases market customer-owned plants.


company sources talent environment. source qualified employees prerequisite success risk Linde.