Delta Air Lines, Inc 10-Q for FY2026 Q3
Delta Air Lines, Inc. (DAL)
10-Q
2026-10-09
For: 2026-09-30
View Original
Added on
October 10, 2026
About this 10-Q
Delta Air Lines, Inc filed this 10-Q on October 9, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
| Or | |||||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File Number 001-5424
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant's telephone number, including area code: (404 ) 715-2191
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | |||||||||||||
| Smaller reporting company | Emerging growth company | ||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
Number of shares outstanding by each class of common stock, as of September 30, 2026
Common Stock, $0.0001 par value - 657,912,380 shares outstanding
This document is also available through our website at http://ir.delta.com/.
| Table of Contents | |||||
| Page | |||||
Forward-Looking Statements
Unless otherwise indicated or the context otherwise requires, the terms "Delta," "we," "us" and "our" refer to Delta Air Lines, Inc. and its subsidiaries.
FORWARD-LOOKING STATEMENTS
Statements in this Form 10-Q (or otherwise made by us or on our behalf) that are not historical facts, including statements about our estimates, expectations, beliefs, intentions, projections, goals, aspirations, commitments or strategies for the future, may be "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations. Known material risk factors applicable to Delta are described in "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 ("Form 10-K"), other than risks that could apply to any issuer or offering. All forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report except as required by law.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 1 | |||||||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and the Stockholders of
Delta Air Lines, Inc.
Results of Review of Interim Financial Statements
We have reviewed the accompanying consolidated balance sheet of Delta Air Lines, Inc. (the Company) as of September 30, 2026, the related condensed consolidated statements of operations and comprehensive income and consolidated statements of stockholders' equity for the three-month and nine-month periods ended September 30, 2026 and 2025, and condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2026 and 2025, and the related notes (collectively referred to as the "condensed consolidated interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders' equity for the year then ended, and the related notes (not presented herein); and in our report dated February 10, 2026, we expressed an unqualified audit opinion on those Consolidated Financial Statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission (SEC) and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
| /s/ Ernst & Young LLP | |||||
| Atlanta, Georgia | |||||
| October 9, 2026 | |||||
Delta Air Lines, Inc. | September 2026 Form 10-Q | 2 | |||||||
Financial Statements
DELTA AIR LINES, INC.
Consolidated Balance Sheets
(Unaudited)
| (in millions, except share data) | September 30, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for uncollectible accounts of $ | |||||||||||
Fuel, expendable parts and supplies inventories, net of allowance for obsolescence of $ | |||||||||||
| Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| Noncurrent Assets: | |||||||||||
Property and equipment, net of accumulated depreciation and amortization of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
Identifiable intangibles, net of accumulated amortization of $ | |||||||||||
| Equity investments | |||||||||||
| Other noncurrent assets | |||||||||||
| Total noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Current maturities of debt and finance leases | $ | $ | |||||||||
| Current maturities of operating leases | |||||||||||
| Air traffic liability | |||||||||||
| Accounts payable | |||||||||||
| Accrued salaries and related benefits | |||||||||||
| Loyalty program deferred revenue | |||||||||||
| Fuel card obligation | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Noncurrent Liabilities: | |||||||||||
| Debt and finance leases | |||||||||||
| Noncurrent operating leases | |||||||||||
| Pension, postretirement and related benefits | |||||||||||
| Loyalty program deferred revenue | |||||||||||
| Deferred income taxes, net | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total noncurrent liabilities | |||||||||||
| Commitments and Contingencies | |||||||||||
| Stockholders' Equity: | |||||||||||
Common stock at $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost, | ( | ( | |||||||||
Total stockholders' equity | |||||||||||
Total liabilities and stockholders' equity | $ | $ | |||||||||
| The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. | |||||||||||
Delta Air Lines, Inc. | September 2026 Form 10-Q | 3 | |||||||
Financial Statements
DELTA AIR LINES, INC.
Condensed Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Operating Revenue: | |||||||||||||||||||||||
| Passenger | $ | $ | $ | $ | |||||||||||||||||||
| Cargo | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total operating revenue | |||||||||||||||||||||||
| Operating Expense: | |||||||||||||||||||||||
| Salaries and related costs | |||||||||||||||||||||||
| Aircraft fuel and related taxes | |||||||||||||||||||||||
| Refinery expense | |||||||||||||||||||||||
| Contracted services | |||||||||||||||||||||||
| Landing fees and other rents | |||||||||||||||||||||||
| Aircraft maintenance materials and outside repairs | |||||||||||||||||||||||
| Passenger commissions and other selling expenses | |||||||||||||||||||||||
| Regional carrier expense | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Passenger service | |||||||||||||||||||||||
| Profit sharing | |||||||||||||||||||||||
| MRO expense | |||||||||||||||||||||||
| Aircraft rent | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total operating expense | |||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
Non-Operating Income/(Expense): | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Gain/(loss) on investments, net | ( | ( | |||||||||||||||||||||
| Gain/(loss) on extinguishment of debt | ( | ( | ( | ||||||||||||||||||||
| Miscellaneous, net | ( | ( | ( | ( | |||||||||||||||||||
Total non-operating income/(expense), net | ( | ( | |||||||||||||||||||||
| Income Before Income Taxes | |||||||||||||||||||||||
| Income Tax Provision | ( | ( | ( | ( | |||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Basic Earnings Per Share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted Earnings Per Share | $ | $ | $ | $ | |||||||||||||||||||
| Comprehensive Income | $ | $ | $ | $ | |||||||||||||||||||
| The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. | |||||||||||||||||||||||
Delta Air Lines, Inc. | September 2026 Form 10-Q | 4 | |||||||
Financial Statements
DELTA AIR LINES, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
Net Cash Provided by Operating Activities | $ | $ | |||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Property and equipment additions: | |||||||||||
| Flight equipment, including advance payments | ( | ( | |||||||||
| Ground property and equipment, including technology | ( | ( | |||||||||
| Acquisition of strategic investments and related | ( | ||||||||||
| Other, net | |||||||||||
Net cash used in investing activities | ( | ( | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Proceeds from short-term obligations | |||||||||||
| Proceeds from long-term obligations | |||||||||||
| Payments on debt and finance lease obligations | ( | ( | |||||||||
| Cash dividends | ( | ( | |||||||||
| Other, net | ( | ||||||||||
Net cash used in financing activities | ( | ( | |||||||||
Net (Decrease)/Increase in Cash, Cash Equivalents and Restricted Cash Equivalents | ( | ||||||||||
| Cash, cash equivalents and restricted cash equivalents at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash equivalents at end of period | $ | $ | |||||||||
| Non-Cash Transactions: | |||||||||||
| Operating leases converted to finance leases | $ | $ | |||||||||
| Right-of-use assets acquired or modified under operating leases | |||||||||||
| Flight and ground equipment acquired or modified under finance leases | |||||||||||
| Debt agreements modified | |||||||||||
The following table provides a reconciliation of cash, cash equivalents and restricted cash equivalents reported within the Consolidated Balance Sheets to the total of the same such amounts shown above: | |||||||||||
| September 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash included in prepaid expenses and other | |||||||||||
| Noncurrent assets: | |||||||||||
| Restricted cash included in other noncurrent assets | |||||||||||
| Total cash, cash equivalents and restricted cash equivalents | $ | $ | |||||||||
| The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. | |||||||||||
Delta Air Lines, Inc. | September 2026 Form 10-Q | 5 | |||||||
Financial Statements
DELTA AIR LINES, INC.
Consolidated Statements of Stockholders' Equity
(Unaudited)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | ||||||||||||||||||||||
| (in millions, except per share data) | Shares | Amount | Shares | Amount | Total | |||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||
Common stock issued for employee equity awards(1) | — | — | — | ( | ( | |||||||||||||||||||||
| Stock options exercised | — | — | — | — | — | |||||||||||||||||||||
| Warrants exercised | — | — | — | — | — | — | — | |||||||||||||||||||
Balance at March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||
Common stock issued for employee equity awards(1) | — | — | — | — | — | ( | ||||||||||||||||||||
| Stock options exercised | — | — | — | — | — | |||||||||||||||||||||
Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||
Common stock issued for employee equity awards(1) | — | — | — | — | — | ( | ||||||||||||||||||||
| Stock options exercised | — | — | — | — | — | — | ||||||||||||||||||||
Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||
(1)Treasury shares were withheld for payment of taxes, at a weighted average price per share of $69.41 , $74.88 , and $89.79 in the March 2026 quarter, June 2026 quarter, and September 2026 quarter, respectively. Share counts in the table above may not calculate exactly due to rounding.
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | ||||||||||||||||||||||
| (in millions, except per share data) | Shares | Amount | Shares | Amount | Total | |||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||
Common stock issued for employee equity awards(1) | — | — | ( | — | — | ( | ( | |||||||||||||||||||
| Stock options exercised | — | — | — | — | — | — | ||||||||||||||||||||
| Warrants exercised | — | — | — | — | — | — | — | |||||||||||||||||||
Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||
Common stock issued for employee equity awards(1) | — | — | — | — | — | — | ||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||
Common stock issued for employee equity awards(1) | — | — | — | — | — | |||||||||||||||||||||
| Stock options exercised | — | — | — | — | — | — | ||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||
(1)Treasury shares were withheld for payment of taxes, at a weighted average price per share of $67.95 , $47.23 , and $58.61 in the March 2025 quarter, June 2025 quarter, and September 2025 quarter respectively. Share counts in the table above may not calculate exactly due to rounding.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 6 | |||||||
Notes to the Condensed Consolidated Financial Statements
DELTA AIR LINES, INC.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Delta Air Lines, Inc. and our consolidated subsidiaries, and have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information. Consistent with these requirements, this Form 10-Q does not include all the information required by GAAP for complete financial statements. As a result, this Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in our Form 10-K for the year ended December 31, 2025.
Management believes the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, including normal recurring items, considered necessary for a fair statement of results for the interim periods presented.
Due to seasonal variations in the demand for air travel, the volatility of aircraft fuel prices and other factors, operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of operating results for the entire year.
We reclassified certain prior period amounts to conform to the current period presentation. Unless otherwise noted, all amounts disclosed are stated before consideration of income taxes.
Recent Accounting Standards
Standards Effective in Future Years
Environmental Credits. In May 2026, the Financial Accounting Standards Board issued Accounting Standards Update No. 2026-02 "Environmental Credits and Environmental Credit Obligations (Topic 818)." This standard provides specific guidelines for the recognition, measurement, presentation and disclosure of tradable environmental assets and regulatory compliance liabilities. This standard becomes effective January 1, 2028 and we are assessing the potential impact on our Consolidated Financial Statements.
NOTE 2. REVENUE RECOGNITION
Passenger Revenue
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Ticket | $ | $ | $ | $ | |||||||||||||
| Loyalty travel awards | |||||||||||||||||
| Travel-related services | |||||||||||||||||
| Passenger revenue | $ | $ | $ | $ | |||||||||||||
Ticket
We recognized approximately $6.3 billion and $6.2 billion in passenger revenue during the nine months ended September 30, 2026 and 2025, respectively, that had been recorded in our air traffic liability balance at the beginning of those periods.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 7 | |||||||
Notes to the Condensed Consolidated Financial Statements
Loyalty Travel Awards
Loyalty travel awards revenue is related to the redemption of mileage credits ("miles") for air travel. Our SkyMiles loyalty program allows customers to earn miles by flying on Delta, Delta Connection carriers and other airlines that participate in the loyalty program. Customers can also earn miles through participating companies, such as credit card, retail, ridesharing, car rental and hotel companies, who purchase miles from us under their respective marketing agreements. Our most significant contract to sell miles relates to our co-brand credit card relationship with American Express. During the nine months ended September 30, 2026 and 2025, total cash sales from marketing agreements related to our loyalty program were $6.8 billion and $6.0 billion, respectively, which are allocated to travel and other performance obligations.
Current Activity of the Loyalty Program. Miles are combined in one homogeneous pool and are not separately identifiable. Therefore, revenue is comprised of miles that were part of the loyalty program deferred revenue balance at the beginning of the period as well as miles that were issued during the period. The timing of mile redemptions can vary widely; however, the majority of miles have historically been redeemed within two years of being earned.
The table below presents the activity of the current and noncurrent loyalty program deferred revenue and includes miles earned through travel and miles sold to participating companies within marketing agreements with those companies.
| Loyalty program activity | ||||||||
| (in millions) | 2026 | 2025 | ||||||
| Balance at January 1 | $ | $ | ||||||
| Miles earned | ||||||||
| Miles redeemed for air travel | ( | ( | ||||||
| Miles redeemed for non-air travel and other | ( | ( | ||||||
Balance at September 30 | $ | $ | ||||||
Travel-Related Services
Travel-related services are primarily composed of services performed in conjunction with a passenger’s flight and include baggage fees, administrative fees and on-board sales. We recognize revenue for these services when the related transportation service is provided.
Other Revenue
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Refinery | $ | $ | $ | $ | |||||||||||||
| Loyalty and related | |||||||||||||||||
| MRO | |||||||||||||||||
| Miscellaneous | |||||||||||||||||
| Other revenue | $ | $ | $ | $ | |||||||||||||
Refinery. This represents refinery sales to third parties. See Note 9, "Segments," for more information on revenue recognition within our refinery segment.
Loyalty and Related. This primarily relates to revenue from brand usage by third parties embedded in miles sold, which is included within the total cash sales from marketing agreements, discussed above. Loyalty and related also includes the redemption of miles for non-travel awards and revenue from our vacation package operations, lounge access (including access provided to certain American Express cardholders) and travel products (e.g., commissions from car rentals or hotels booked with our commercial partners).
MRO. This represents revenue from our Delta TechOps third-party maintenance, repair and overhaul ("MRO") business.
Miscellaneous. This is primarily composed of revenues related to codeshare agreements and international commercial joint venture contractual settlements.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 8 | |||||||
Notes to the Condensed Consolidated Financial Statements
Revenue by Geographic Region
Operating revenue for the airline segment is recognized in a specific geographic region based on the origin, flight path and destination of each flight segment. A portion of the refinery segment's revenues consists of fuel sales to the airline, which is eliminated in the Condensed Consolidated Financial Statements. The remaining operating revenue for the refinery segment is included in the domestic region. Our passenger and operating revenue by geographic region is summarized in the following tables:
| Passenger revenue by geographic region | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Domestic | $ | $ | $ | $ | |||||||||||||
| Atlantic | |||||||||||||||||
| Latin America | |||||||||||||||||
| Pacific | |||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
| Operating revenue by geographic region | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Domestic | $ | $ | $ | $ | |||||||||||||
| Atlantic | |||||||||||||||||
| Latin America | |||||||||||||||||
| Pacific | |||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
NOTE 3. FAIR VALUE MEASUREMENTS
Assets/(Liabilities) Measured at Fair Value on a Recurring Basis
| (in millions) | September 30, 2026 | Level 1 | Level 2 | Level 3 | ||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||
| Restricted cash equivalents | ||||||||||||||
| Long-term investments and related | ||||||||||||||
| Fuel hedge contracts | ( | ( | ||||||||||||
| (in millions) | December 31, 2025 | Level 1 | Level 2 | Level 3 | ||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||
| Restricted cash equivalents | ||||||||||||||
| Long-term investments and related | ||||||||||||||
| Fuel hedge contracts | ||||||||||||||
Cash Equivalents and Restricted Cash Equivalents. Cash equivalents generally consist of money market funds. Restricted cash equivalents generally consist of money market funds, time deposits, commercial paper and negotiable certificates of deposit. Restricted cash equivalents primarily relate to certain self-insurance obligations, debt related reserves and airport commitments. Restricted cash equivalents are recorded in prepaid expenses and other noncurrent assets on our Consolidated Balance Sheet ("balance sheet"). The fair value of these cash equivalents is based on a market approach using prices generated by market transactions involving identical or comparable assets.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 9 | |||||||
Notes to the Condensed Consolidated Financial Statements
Long-Term Investments and Related. Our long-term investments measured at fair value primarily consist of equity investments, which are valued based on market prices or other observable transactions and inputs, and are recorded in equity investments on our balance sheet. Our equity investments in private companies are classified as Level 3 in the fair value hierarchy as their equity is not traded on a public exchange and our valuations incorporate certain unobservable inputs, including non-public equity issuances. Fair value measurement using unobservable inputs is inherently uncertain, and a change in significant inputs could result in different fair values. See Note 4, "Investments," for further information on our equity investments.
NOTE 4. INVESTMENTS
| Equity investments ownership interest and carrying value | |||||||||||||||||||||||
| Accounting Treatment | Ownership Interest | Carrying Value | |||||||||||||||||||||
| (in millions) | September 30, 2026 | December 31, 2025 | September 30, 2026 | December 31, 2025 | |||||||||||||||||||
| Air France-KLM | Fair Value | % | % | $ | $ | ||||||||||||||||||
| China Eastern | Fair Value | % | % | ||||||||||||||||||||
| Grupo Aeroméxico | Equity Method | % | % | ||||||||||||||||||||
| Hanjin KAL | Fair Value(1) | % | % | ||||||||||||||||||||
| LATAM | Fair Value | % | % | ||||||||||||||||||||
| Republic Airways | Fair Value | % | % | ||||||||||||||||||||
| Unifi Aviation | Equity Method | % | % | ||||||||||||||||||||
| WestJet | Fair Value | % | % | ||||||||||||||||||||
| Wheels Up | Fair Value(2) | % | % | ||||||||||||||||||||
| Other investments | Various | ||||||||||||||||||||||
| Equity investments | $ | $ | |||||||||||||||||||||
(1)At September 30, 2026, we held 14.8 % of the outstanding shares (including common and preferred), and 14.9 % of the common shares, of Hanjin KAL.
(2)Our voting rights with respect to Wheels Up are capped at 29.9 %. We account for our financial interests in Wheels Up under the fair value option.
Wheels Up. During the nine months ended September 30, 2026, Wheels Up drew under the terms of the revolving working capital credit facility that was entered into in 2023, and $83 million was outstanding as of September 30, 2026. This facility is required to be repaid by September 20, 2028.
In May 2026, Wheels Up entered into a new $100 million term loan credit agreement, of which we contributed $57 million with other shareholders making up the remainder. The scheduled maturity date of the term loan is May 29, 2029. The term loan also has capacity to be increased by up to an additional $100 million. We also agreed to extend the contractual transfer restrictions on our investment in Wheels Up until May 2027 and thereafter will remain subject to certain, more limited transfer restrictions.
Both loans are reflected as an investing outflow in our cash flows statement and loan receivable on our balance sheet.
Following these transactions, we continue to conclude that Wheels Up is a variable interest entity ("VIE") and that we are not the primary beneficiary. Based on this assessment, Wheels Up is not consolidated in our financial statements.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 10 | |||||||
Notes to the Condensed Consolidated Financial Statements
NOTE 5. DEBT
| Summary of outstanding debt by category | ||||||||||||||||||||||||||
| (in millions) | Maturity Dates | Interest Rate(s) Per Annum at September 30, 2026 | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Unsecured Notes | 2028 | to | 2030 | to | $ | $ | ||||||||||||||||||||
Unsecured Payroll Support Program Loans(1) | 2031 | |||||||||||||||||||||||||
| Financing arrangements secured by SkyMiles assets: | ||||||||||||||||||||||||||
SkyMiles Notes(2) | 2026 | to | 2028 | |||||||||||||||||||||||
SkyMiles Term Loan(1)(2) | 2026 | to | 2028 | |||||||||||||||||||||||
NYTDC Special Facilities Revenue Bonds(2) | 2026 | to | 2045 | to | ||||||||||||||||||||||
| 2026 Term Loan | 2027 | |||||||||||||||||||||||||
| Financing arrangements secured by aircraft: | ||||||||||||||||||||||||||
Certificates(2) | 2026 | to | 2028 | to | ||||||||||||||||||||||
Notes(1)(2) | 2026 | to | 2033 | to | ||||||||||||||||||||||
| Other financings | 2030 | |||||||||||||||||||||||||
2026 Corporate Revolving Credit Facility(2) | 2029 | to | 2031 | Undrawn | ||||||||||||||||||||||
Other revolving credit facilities(2) | 2027 | to | 2029 | Undrawn | ||||||||||||||||||||||
| Total secured and unsecured debt | $ | $ | ||||||||||||||||||||||||
| Unamortized (discount)/premium and debt issue cost, net and other | ||||||||||||||||||||||||||
| Total debt | $ | $ | ||||||||||||||||||||||||
| Less: current maturities | ( | ( | ||||||||||||||||||||||||
| Total long-term debt | $ | $ | ||||||||||||||||||||||||
(1)Certain financings are comprised of variable rate debt. All variable rates are equal to SOFR (generally subject to a floor) or another index rate, plus a specified margin.
(2)Due in installments during the years shown above.
2026 Term Loan
In January 2026, we entered into a $1.25 billion term loan issued by a group of lenders, the proceeds of which were used to repay $957 million of Payroll Support Program loans due 2031 (included in Unsecured Payroll Support Program Loans in the table above) and for general corporate purposes. In September 2026, we refinanced the existing term loan facility with a new $1.25 billion term loan maturing in September 2027.
SkyMiles Credit Facility
In April 2026, we and our indirect wholly-owned subsidiary SkyMiles IP Ltd. entered into an amendment to the SkyMiles term loan credit and guaranty agreement (the "SkyMiles Credit Facility") with Barclays Bank PLC as lender and administrative agent. This amendment refinanced the existing term loans with the proceeds of replacement term loans bearing interest at a variable rate equal to an adjusted term SOFR, plus a margin of 1.25 % per annum, and added a prepayment premium of 1.00 % payable in connection with a Repricing Event (as defined in the amended SkyMiles Credit Facility) occurring within six months following April 23, 2026.
2026 Corporate Revolving Credit Facility
In June 2026, we entered into a new $2.650 billion revolving credit facility with JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto ("2026 Corporate Revolving Credit Facility") to refinance and replace the existing Corporate Revolving Credit Facility. The 2026 Corporate Revolving Credit Facility effectively extends the maturity of the $1.325 billion three-year tranche to 2029 and the $1.325 billion five-year tranche to 2031. Borrowings under the three-year and five-year tranches bear interest at a variable rate equal to an adjusted term SOFR, or another index rate, in each case plus a specified margin.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 11 | |||||||
Notes to the Condensed Consolidated Financial Statements
Availability Under Revolving Credit Facilities
As of September 30, 2026, we had approximately $3.1 billion undrawn and available under our revolving credit facilities.
Fair Value of Debt
Market risk associated with our fixed- and variable-rate debt relates to the potential reduction in fair value and negative impact to future earnings, respectively, from an increase in interest rates. The fair value of debt shown below is principally based on reported market values, recently completed market transactions and estimates based on interest rates, maturities, credit risk and underlying collateral. Debt is primarily classified as Level 1 or 2 within the fair value hierarchy.
| Fair value of outstanding debt | ||||||||
| (in millions) | September 30, 2026 | December 31, 2025 | ||||||
| Net carrying amount | $ | $ | ||||||
| Fair value | $ | $ | ||||||
Covenants
Our debt agreements contain various affirmative, negative and financial covenants. We were in compliance with the covenants in our debt agreements at September 30, 2026.
NOTE 6. EMPLOYEE BENEFIT PLANS
We sponsor defined benefit and defined contribution pension plans, healthcare plans, and disability and survivorship plans for eligible employees and retirees and their eligible family members.
| Employee benefit plans net periodic cost | |||||||||||||||||
Pension Benefits(1) | Other Postretirement and Postemployment Benefits | ||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
Three Months Ended September 30, | |||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||
| Interest cost | |||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ||||||||||||||
| Amortization of prior service credit | ( | ( | |||||||||||||||
| Recognized net actuarial loss | |||||||||||||||||
| Net periodic cost | $ | $ | $ | $ | |||||||||||||
Nine Months Ended September 30, | |||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||
| Interest cost | |||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||
| Amortization of prior service credit | ( | ( | |||||||||||||||
| Recognized net actuarial loss | |||||||||||||||||
| Net periodic cost | $ | $ | $ | $ | |||||||||||||
(1)Service cost relates to the market based cash balance plan. Our traditional benefit plans are frozen and there is no service cost.
Service cost is recorded in salaries and related costs in our income statement, while all other components are recorded within miscellaneous, net under non-operating expense.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 12 | |||||||
Notes to the Condensed Consolidated Financial Statements
We also sponsor defined benefit pension plans for eligible employees in certain foreign countries which have immaterial obligations. These plans are not included in the net periodic cost table above.
NOTE 7. COMMITMENTS AND CONTINGENCIES
Aircraft Purchase Commitments
Our future aircraft purchase commitments totaled approximately $26.7 billion at September 30, 2026.
Aircraft purchase commitments(1) | |||||
| (in millions) | Total | ||||
| Three months ending December 31, 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
(1)The timing of these commitments is based on our contractual agreements with the aircraft manufacturers and remains uncertain due to supply chain, manufacturing and regulatory constraints.
Our future aircraft purchase commitments included the following aircraft at September 30, 2026:
| Aircraft purchase commitments by fleet type | |||||
| Aircraft Type | Purchase Commitments | ||||
| A220-300 | |||||
| A321-200neo | |||||
| A330-900neo | |||||
| A350-900 | |||||
| A350-1000 | |||||
| B-737-10 | |||||
| B-787-10 | |||||
| Total | |||||
Aircraft Orders
In the March 2026 quarter, we entered into a definitive agreement with The Boeing Company to acquire 30 Boeing 787-10 aircraft, with an option to purchase up to an additional 30 of the same aircraft. Deliveries of the B-787-10 aircraft are scheduled to begin in 2031.
In the March 2026 quarter, we entered into a definitive agreement with Airbus S.A.S. to purchase 16 Airbus A330-900neo aircraft and 15 Airbus A350-900 aircraft, with an option to purchase up to an additional 20 widebody aircraft. Deliveries of the aircraft are scheduled to begin in 2029.
In the March 2026 quarter, we exercised options for 34 Airbus A321neo aircraft. Deliveries from this order are scheduled to begin in 2029. In addition to this order, we maintain options to purchase 36 Airbus A321neo aircraft.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 13 | |||||||
Notes to the Condensed Consolidated Financial Statements
Legal Contingencies
We are involved in various legal proceedings related to employment practices, environmental issues, commercial disputes, antitrust and other regulatory matters concerning our business. We record liabilities for losses from legal proceedings when we determine that it is probable that the outcome in a legal proceeding will be unfavorable and the amount of loss can be reasonably estimated. Although the outcome of the legal proceedings in which we are involved cannot be predicted with certainty, we believe that the resolution of current matters will not have a material adverse effect on our Condensed Consolidated Financial Statements.
NOTE 8. ACCUMULATED OTHER COMPREHENSIVE LOSS
Components of accumulated other comprehensive loss | ||||||||||||||
| (in millions) | Pension and Other Benefit Liabilities | Other | Tax Effect | Total | ||||||||||
Balance at January 1, 2026 | $ | ( | $ | $ | $ | ( | ||||||||
| Changes in value | ( | ( | ||||||||||||
Reclassifications into earnings(1) | ( | |||||||||||||
Balance at September 30, 2026 | $ | ( | $ | $ | $ | ( | ||||||||
Balance at January 1, 2025 | $ | ( | $ | $ | $ | ( | ||||||||
| Changes in value | ( | ( | ||||||||||||
Reclassifications into earnings(1) | ( | |||||||||||||
Balance at September 30, 2025 | $ | ( | $ | $ | $ | ( | ||||||||
(1)Amounts reclassified from accumulated other comprehensive loss for pension and other benefit liabilities are recorded in miscellaneous, net in non-operating expense in our income statement.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 14 | |||||||
Notes to the Condensed Consolidated Financial Statements
NOTE 9. SEGMENTS
Refinery Operations
The refinery operated by Monroe typically produces approximately 200,000 barrels of refined products (primarily gasoline, diesel and jet fuel) per day and operates for the benefit of the airline segment by providing jet fuel to the airline. Non-jet fuel production is sold to or exchanged with third parties, which enables us to procure additional jet fuel for consumption in our airline operations. The exchange agreements for non-jet fuel products ended during the second half of 2025.
Segment results are prepared based on our internal accounting methods described below, with reconciliations to consolidated amounts in accordance with GAAP. Our segments are not designed to measure operating income or loss directly related to the products and services included in each segment on a stand-alone basis.
| Financial information by segment | ||||||||||||||||||||
| (in millions) | Airline | Refinery | Intersegment Sales/Other | Consolidated | ||||||||||||||||
Three Months Ended September 30, 2026 | ||||||||||||||||||||
| Operating revenue | $ | $ | $ | ( | (1) | $ | ||||||||||||||
| Airline salaries and related costs | ||||||||||||||||||||
| Aircraft fuel and related costs | ||||||||||||||||||||
Refinery cost of goods sold(2) | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
Other segment items(3) | ||||||||||||||||||||
Operating income/(loss)(4) | ( | |||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||
| Other non-operating expense | ||||||||||||||||||||
| Income/(loss) before income taxes | ( | |||||||||||||||||||
| Total assets, end of period | ( | |||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||
Three Months Ended September 30, 2025 | ||||||||||||||||||||
| Operating revenue | $ | $ | $ | ( | (1) | $ | ||||||||||||||
| Airline salaries and related costs | ||||||||||||||||||||
| Aircraft fuel and related costs | ||||||||||||||||||||
Refinery cost of goods sold(2) | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
Other segment items(3) | ||||||||||||||||||||
Operating income(4) | ||||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||
| Other non-operating income | ( | ( | ||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||
| Total assets, end of period | ( | |||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||
(1)Represents sales to the airline segment and products delivered under our exchange agreements as discussed above. During the three months ended September 30, 2026 and 2025, sales to the airline segment were $366 million and $260 million, respectively. Sales to the airline segment represent transfers, valued on a market price basis, from the refinery to the airline segment for use in airline operations. We determine market price for jet fuel from the refinery by reference to the market index for the primary delivery location, which is New York Harbor.
(2)Refinery cost of goods sold is included within aircraft fuel and related taxes and refinery expense in our income statement.
(3)The nature of other segment items for the airline segment is shown on our income statement, and the refinery segment includes salaries and related costs, maintenance, utilities and other expenses.
(4)Refinery segment operating results are included within aircraft fuel and related taxes in our income statement.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 15 | |||||||
Notes to the Condensed Consolidated Financial Statements
| Financial information by segment | ||||||||||||||||||||
| (in millions) | Airline | Refinery | Intersegment Sales/Other | Consolidated | ||||||||||||||||
Nine Months Ended September 30, 2026 | ||||||||||||||||||||
| Operating revenue | $ | $ | $ | ( | (1) | $ | ||||||||||||||
| Airline salaries and related costs | ||||||||||||||||||||
| Aircraft fuel and related costs | ||||||||||||||||||||
Refinery cost of goods sold(2) | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
Other segment items(3) | ||||||||||||||||||||
Operating income(4) | ||||||||||||||||||||
| Interest expense/(income), net | ( | |||||||||||||||||||
| Other non-operating expense | ||||||||||||||||||||
| Income before income taxes | ( | |||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||
Nine Months Ended September 30, 2025 | ||||||||||||||||||||
| Operating revenue | $ | $ | $ | ( | (1) | $ | ||||||||||||||
| Airline salaries and related costs | ||||||||||||||||||||
| Aircraft fuel and related costs | ||||||||||||||||||||
Refinery cost of goods sold(2) | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
Other segment items(3) | ||||||||||||||||||||
Operating income(4) | ||||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||
| Other non-operating income | ( | ( | ||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||
(1)Represents sales to the airline segment and products delivered under our exchange agreements as discussed above. During the nine months ended September 30, 2026 and 2025, sales to the airline segment were $1.3 billion and $852 million, respectively. Sales to the airline segment represent transfers, valued on a market price basis, from the refinery to the airline segment for use in airline operations. We determine market price for jet fuel from the refinery by reference to the market index for the primary delivery location, which is New York Harbor.
(2)Refinery cost of goods sold is included within aircraft fuel and related taxes and refinery expense in our income statement.
(3)The nature of other segment items for the airline segment is shown on our income statement, and the refinery segment includes salaries and related costs, maintenance, utilities and other expenses.
(4)Refinery segment operating results are included within aircraft fuel and related taxes in our income statement.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 16 | |||||||
Notes to the Condensed Consolidated Financial Statements
NOTE 10. EARNINGS PER SHARE
We calculate basic earnings per share by dividing net income by the weighted average number of common shares outstanding, excluding restricted shares. We calculate diluted earnings per share by dividing net income by the weighted average number of common shares outstanding plus the dilutive effect of outstanding share-based instruments, including stock options, restricted stock awards and warrants. Antidilutive common stock equivalents excluded from the diluted earnings per share calculation are not material.
During the March 2026 quarter, the remaining 1.9 million warrants related to the Payroll Support Program were exercised and settled in a net share settlement. No warrants were outstanding as of September 30, 2026.
The following table shows the computation of basic and diluted earnings per share:
Basic and diluted earnings per share | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||
| Basic weighted average shares outstanding | |||||||||||||||||
| Dilutive effect of share-based instruments | |||||||||||||||||
| Diluted weighted average shares outstanding | |||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||
Delta Air Lines, Inc. | September 2026 Form 10-Q | 17 | |||||||
Item 2. MD&A
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our audited Consolidated Financial Statements and related notes included in our 2025 Form 10-K.
September 2026 Quarter Financial Highlights
Our operating income for the September 2026 quarter was $1.5 billion, a decrease of $230 million compared to the September 2025 quarter.
Revenue. Compared to the September 2025 quarter, our total revenue increased $3.5 billion. Passenger revenue increased $2.0 billion compared to the September 2025 quarter on broad based demand strength across premium, main, and loyalty. In addition, the increase in total revenue was driven by higher refinery sales to third parties and growth in our cargo and MRO businesses. Total revenue, adjusted (a non-GAAP financial measure, which excludes revenue related to refinery sales to third parties) increased in the September 2026 quarter by $2.4 billion, or 16%, compared to the September 2025 quarter.
Operating Expense. Total operating expense in the September 2026 quarter increased $3.7 billion, or 25%, compared to the September 2025 quarter, primarily due to higher aircraft fuel costs, expenses related to refinery sales to third parties, and salaries and related costs. Total operating expense, adjusted (a non-GAAP financial measure, which primarily excludes expenses related to refinery sales to third parties) in the September 2026 quarter increased $2.4 billion, or 18%, compared to the September 2025 quarter.
Our total operating cost per available seat mile ("CASM") increased 25% compared to the September 2025 quarter, while non-fuel unit cost ("CASM-Ex", a non-GAAP financial measure) increased 7.3%.
Non-Operating Results. Total non-operating expense was $380 million in the September 2026 quarter, compared to income of $93 million in the September 2025 quarter, primarily due to mark-to-market losses on certain of our equity investments in the September 2026 quarter compared to gains in the September 2025 quarter.
Cash Flow. During the September 2026 quarter, operating activities generated $1.7 billion, primarily from ticket sales and the sale of SkyMiles to our partners. Remuneration from American Express was $2.3 billion in the September 2026 quarter.
Cash flows used in investing activities during the quarter totaled $1.3 billion primarily from capital expenditures. These operating and investing activities yielded free cash flow (a non-GAAP financial measure) of $463 million in the September 2026 quarter. Additionally, we had cash outflows of $1.2 billion related to repayments of our debt and finance leases.
Our cash, cash equivalents, short-term investments and aggregate undrawn principal amount available under our revolving credit facilities ("liquidity") as of September 30, 2026 was $6.9 billion.
The non-GAAP financial measures referenced above for total revenue, adjusted, operating expense, adjusted, CASM-Ex and free cash flow are defined and reconciled in "Supplemental Information" below.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 18 | |||||||
Item 2. MD&A - Results of Operations
Results of Operations - Three Months Ended September 30, 2026 and 2025
Total Operating Revenue
Three Months Ended September 30, | Increase (Decrease) | % Increase (Decrease) | |||||||||||||||||||||
(in millions)(1) | 2026 | 2025 | |||||||||||||||||||||
| Ticket - Premium products | $ | 6,818 | $ | 5,796 | $ | 1,022 | 18 | % | |||||||||||||||
| Ticket - Main cabin | 6,802 | 6,063 | 739 | 12 | % | ||||||||||||||||||
| Loyalty travel awards | 1,302 | 1,108 | 194 | 18 | % | ||||||||||||||||||
| Travel-related services | 612 | 539 | 73 | 14 | % | ||||||||||||||||||
| Total passenger revenue | $ | 15,534 | $ | 13,506 | $ | 2,028 | 15 | % | |||||||||||||||
| Cargo | 301 | 233 | 68 | 29 | % | ||||||||||||||||||
| Other | 4,351 | 2,934 | 1,417 | 48 | % | ||||||||||||||||||
| Total operating revenue | $ | 20,186 | $ | 16,673 | $ | 3,513 | 21 | % | |||||||||||||||
| TRASM (cents) | 25.46 | ¢ | 21.09 | ¢ | 4.37 | ¢ | 21 | % | |||||||||||||||
Third-party refinery sales | (3.28) | (1.87) | (1.41) | 75 | % | ||||||||||||||||||
TRASM, adjusted(2) | 22.18 | ¢ | 19.22 | ¢ | 2.96 | ¢ | 15 | % | |||||||||||||||
(1)Total amounts in the table above may not calculate exactly due to rounding.
(2)Total revenue per available seat mile ("TRASM"), adjusted is a non-GAAP financial measure. For additional information on adjustments to TRASM, see "Supplemental Information" below.
Compared to the September 2025 quarter, total revenue increased $3.5 billion, as a result of broad based demand strength across premium, main, and loyalty. In addition, the increase in total revenue was driven by higher refinery sales to third parties and growth in our cargo and MRO businesses. Cargo revenue increased 29%, driven largely by volume.
Passenger Revenue by Geographic Region
Increase (Decrease) vs. Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| (in millions) | Three Months Ended September 30, 2026 | Passenger Revenue | RPMs (Traffic) | ASMs (Capacity) | Passenger Mile Yield | PRASM | Load Factor | |||||||||||||||||||
| Domestic | $ | 10,594 | 16 | % | 1 | % | — | % | 15 | % | 16 | % | 1 | pt | ||||||||||||
| Atlantic | 3,317 | 11 | % | (1) | % | — | % | 12 | % | 11 | % | (1) | pt | |||||||||||||
| Latin America | 867 | 14 | % | (5) | % | (6) | % | 20 | % | 22 | % | 1 | pt | |||||||||||||
| Pacific | 756 | 13 | % | 6 | % | 8 | % | 7 | % | 5 | % | (2) | pts | |||||||||||||
| Total | $ | 15,534 | 15 | % | 1 | % | — | % | 14 | % | 15 | % | — | pts | ||||||||||||
Domestic
Domestic passenger revenue increased 16% in the September 2026 quarter compared to the September 2025 quarter on flat capacity. Domestic revenue increased on broad based demand strength across premium, main, and loyalty.
International
International passenger revenue for the September 2026 quarter increased 12% compared to the September 2025 quarter. The increase in the Atlantic region is primarily driven by demand for premium products. Revenue growth in the Latin America region reflects demand strength to the Mexican business as well as Caribbean and Mexican leisure destinations despite lower capacity in the Mexican leisure markets due to civil unrest in several of our destinations in the first half of 2026. Pacific region revenue growth reflects continued demand for premium products and new routes to Asia.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 19 | |||||||
Item 2. MD&A - Results of Operations
Other Revenue
Three Months Ended September 30, | Increase (Decrease) | % Increase (Decrease) | |||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||
| Refinery | $ | 2,601 | $ | 1,476 | $ | 1,125 | 76 | % | |||||||||||||||
| Loyalty and related | 1,346 | 1,129 | 217 | 19 | % | ||||||||||||||||||
| MRO | 296 | 231 | 65 | 28 | % | ||||||||||||||||||
| Miscellaneous | 108 | 98 | 10 | 10 | % | ||||||||||||||||||
| Other revenue | $ | 4,351 | $ | 2,934 | $ | 1,417 | 48 | % | |||||||||||||||
Refinery. Refinery sales to third parties increased $1.1 billion compared to the September 2025 quarter. See "Refinery Segment" below for additional details on the refinery's operations, including third party refinery sales.
Loyalty and Related. This primarily relates to revenue from brand usage by third parties embedded in miles sold. Loyalty and related also includes the redemption of miles for non-travel awards and revenue from our vacation package operations, lounge access (including access provided to certain American Express cardholders) and travel products (e.g., commissions from car rentals or hotels booked with our commercial partners). Most of the increase compared to the prior period is driven by higher customer spend on American Express cards and new card acquisitions as we refreshed our co-brand credit card portfolio with new and enhanced travel benefits during the June 2026 quarter.
MRO. This represents revenue from our Delta TechOps third-party maintenance, repair and overhaul ("MRO") business. The increase compared to the prior period resulted from a shift in mix to work on more legacy engines than next generation engines, which we expect to continue through the remainder of 2026.
Miscellaneous. This is primarily composed of revenues related to codeshare agreements and international commercial joint venture contractual settlements.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 20 | |||||||
Item 2. MD&A - Results of Operations
Operating Expense
Three Months Ended September 30, | Increase (Decrease) | % Increase (Decrease) | ||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||
| Salaries and related costs | $ | 4,822 | $ | 4,443 | $ | 379 | 9 | % | ||||||||||||
| Aircraft fuel and related taxes | 4,351 | 2,570 | 1,781 | 69 | % | |||||||||||||||
| Refinery expense | 2,601 | 1,476 | 1,125 | 76 | % | |||||||||||||||
| Contracted services | 1,277 | 1,166 | 111 | 10 | % | |||||||||||||||
| Landing fees and other rents | 1,021 | 921 | 100 | 11 | % | |||||||||||||||
| Aircraft maintenance materials and outside repairs | 662 | 667 | (5) | (1) | % | |||||||||||||||
| Passenger commissions and other selling expenses | 703 | 645 | 58 | 9 | % | |||||||||||||||
| Regional carrier expense | 680 | 649 | 31 | 5 | % | |||||||||||||||
| Depreciation and amortization | 673 | 614 | 59 | 10 | % | |||||||||||||||
| Passenger service | 494 | 485 | 9 | 2 | % | |||||||||||||||
| Profit sharing | 389 | 392 | (3) | (1) | % | |||||||||||||||
| MRO expense | 267 | 212 | 55 | 26 | % | |||||||||||||||
| Aircraft rent | 159 | 135 | 24 | 18 | % | |||||||||||||||
| Other | 633 | 614 | 19 | 3 | % | |||||||||||||||
| Total operating expense | $ | 18,732 | $ | 14,989 | $ | 3,743 | 25 | % | ||||||||||||
Salaries and Related Costs. The increase in salaries and related costs primarily resulted from the implementation of 4% base pay increases for eligible employees effective on June 1, 2026 and for Delta pilots on January 1, 2026, annual pay scale step up and increases in premium pay from operational disruptions.
Aircraft Fuel and Related Taxes. Aircraft fuel and related taxes increased $1.8 billion compared to the September 2025 quarter primarily due to a 63% increase in our average jet fuel purchase price. We expect that fuel consumption for the remainder of 2026 will remain aligned with capacity changes compared to 2025, while elevated jet fuel costs are anticipated to persist until market disruptions and geopolitical events are resolved.
Refinery Expense. This includes expenses associated with refinery sales to third parties. See "Refinery Segment" below for additional details on the refinery's operations.
Contracted Services. The increase in contracted services primarily resulted from expanding our in-flight entertainment and Wi-Fi products, volume increases in our Cargo business and additional contract labor costs associated with the expansion of our Sky Club network, particularly our Delta One lounges.
Landing Fees and Other Rents. The increase in landing fees and other rents resulted from higher rates charged by airports following the completion of extensive redevelopment projects at numerous facilities.
Depreciation and Amortization. The increase in depreciation and amortization results from new aircraft deliveries and fleet modifications, partially offset by aircraft retirements.
MRO Expense. This represents expenses from our Delta TechOps third-party MRO business. The increase compared to the prior period resulted from a shift in mix to work on more legacy engines than next-generation engines, which we expect to continue through the remainder of 2026.
Aircraft Rent. Aircraft rent increased primarily related to additional engine leases to support our operation.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 21 | |||||||
Item 2. MD&A - Results of Operations
Results of Operations - Nine Months Ended September 30, 2026 and 2025
Total Operating Revenue
Nine Months Ended September 30, | Increase (Decrease) | % Increase (Decrease) | ||||||||||||||||||
(in millions)(1) | 2026 | 2025 | ||||||||||||||||||
| Ticket - Premium products | $ | 19,100 | $ | 16,402 | $ | 2,698 | 16 | % | ||||||||||||
| Ticket - Main cabin | 19,058 | 17,771 | 1,287 | 7 | % | |||||||||||||||
| Loyalty travel awards | 3,578 | 3,140 | 438 | 14 | % | |||||||||||||||
| Travel-related services | 1,707 | 1,539 | 168 | 11 | % | |||||||||||||||
| Total passenger revenue | $ | 43,443 | $ | 38,852 | $ | 4,591 | 12 | % | ||||||||||||
| Cargo | 821 | 654 | 167 | 26 | % | |||||||||||||||
| Other | 11,533 | 7,855 | 3,678 | 47 | % | |||||||||||||||
| Total operating revenue | $ | 55,797 | $ | 47,361 | $ | 8,436 | 18 | % | ||||||||||||
| TRASM (cents) | 24.56 | ¢ | 21.04 | ¢ | 3.52 | ¢ | 17 | % | ||||||||||||
Third-party refinery sales | (2.79) | (1.63) | (1.16) | 71 | % | |||||||||||||||
TRASM, adjusted(2) | 21.77 | ¢ | 19.41 | ¢ | 2.36 | ¢ | 12 | % | ||||||||||||
(1)Total amounts in the table above may not calculate exactly due to rounding.
(2)TRASM, adjusted is a non-GAAP financial measure. For additional information on adjustments to TRASM, see "Supplemental Information" below.
Unless otherwise discussed below, the changes in total revenue line items, as well as the underlying reasons for these changes, compared to the nine months ended September 30, 2025, are consistent with the discussion above under Results of Operations - Three Months Ended September 30, 2026 and 2025.
Compared to the nine months ended September 30, 2025, total revenue increased $8.4 billion, or 18%, on a 1% increase in capacity.
Passenger Revenue by Geographic Region
Increase (Decrease) vs. Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| (in millions) | Nine Months Ended September 30, 2026 | Passenger Revenue | RPMs (Traffic) | ASMs (Capacity) | Passenger Mile Yield | PRASM | Load Factor | |||||||||||||||||||
| Domestic | $ | 29,985 | 13 | % | 2 | % | 1 | % | 11 | % | 12 | % | — | pts | ||||||||||||
| Atlantic | 7,947 | 10 | % | — | % | 1 | % | 10 | % | 9 | % | (1) | pt | |||||||||||||
| Latin America | 3,184 | 5 | % | (6) | % | (5) | % | 11 | % | 10 | % | — | pts | |||||||||||||
| Pacific | 2,327 | 13 | % | 6 | % | 6 | % | 6 | % | 6 | % | — | pts | |||||||||||||
| Total | $ | 43,443 | 12 | % | 1 | % | 1 | % | 11 | % | 11 | % | — | pts | ||||||||||||
Domestic passenger revenue for the nine months ended September 30, 2026 increased 13% on 1% higher capacity compared to the nine months ended September 30, 2025. International passenger revenue for the nine months ended September 30, 2026 increased 9% on 1% higher capacity compared to the nine months ended September 30, 2025.
Other Revenue
Nine Months Ended September 30, | Increase (Decrease) | % Increase (Decrease) | ||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||
| Refinery | $ | 6,346 | $ | 3,680 | $ | 2,666 | 72 | % | ||||||||||||
| Loyalty and related | 3,911 | 3,338 | 573 | 17 | % | |||||||||||||||
| MRO | 990 | 621 | 369 | 59 | % | |||||||||||||||
| Miscellaneous | 286 | 216 | 70 | 32 | % | |||||||||||||||
| Other revenue | $ | 11,533 | $ | 7,855 | $ | 3,678 | 47 | % | ||||||||||||
Delta Air Lines, Inc. | September 2026 Form 10-Q | 22 | |||||||
Item 2. MD&A - Results of Operations
Operating Expense
Nine Months Ended September 30, | Increase (Decrease) | % Increase (Decrease) | ||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||
| Salaries and related costs | $ | 14,124 | $ | 12,928 | $ | 1,196 | 9 | % | ||||||||||||
| Aircraft fuel and related taxes | 11,202 | 7,439 | 3,763 | 51 | % | |||||||||||||||
| Refinery expense | 6,346 | 3,679 | 2,667 | 72 | % | |||||||||||||||
| Contracted services | 3,729 | 3,442 | 287 | 8 | % | |||||||||||||||
| Landing fees and other rents | 2,912 | 2,650 | 262 | 10 | % | |||||||||||||||
| Aircraft maintenance materials and outside repairs | 2,059 | 1,904 | 155 | 8 | % | |||||||||||||||
| Passenger commissions and other selling expenses | 2,019 | 1,869 | 150 | 8 | % | |||||||||||||||
| Regional carrier expense | 2,001 | 1,913 | 88 | 5 | % | |||||||||||||||
| Depreciation and amortization | 1,964 | 1,823 | 141 | 8 | % | |||||||||||||||
| Passenger service | 1,411 | 1,397 | 14 | 1 | % | |||||||||||||||
| Profit sharing | 882 | 986 | (104) | (11) | % | |||||||||||||||
| MRO expense | 868 | 581 | 287 | 49 | % | |||||||||||||||
| Aircraft rent | 469 | 408 | 61 | 15 | % | |||||||||||||||
| Other | 1,992 | 1,987 | 5 | — | % | |||||||||||||||
| Total operating expense | $ | 51,978 | $ | 43,006 | $ | 8,972 | 21 | % | ||||||||||||
Unless otherwise discussed below, the changes in operating expense line items, as well as the underlying reasons for these changes, compared to the nine months ended September 30, 2025, are consistent with the discussion above under Results of Operations - Three Months Ended September 30, 2026 and 2025.
Aircraft Fuel and Related Taxes. Aircraft fuel and related taxes increased $3.8 billion compared to the nine months ended September 30, 2025 due to a 52% increase in our average jet fuel purchase price, mainly due to increases beginning in March 2026.
Profit Sharing. Profit sharing decreased by $104 million due to lower results compared to the nine months ended September 30, 2025. Our profit sharing program pays 10% to all eligible employees for the first $2.5 billion of annual profit, as defined by the terms of the program, and 20% of annual profit above $2.5 billion.
Non-Operating Results
Three Months Ended September 30, | Favorable (Unfavorable) | Nine Months Ended September 30, | Favorable (Unfavorable) | ||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Interest expense, net | $ | (146) | $ | (171) | $ | 25 | $ | (442) | $ | (521) | $ | 79 | |||||||||||||||||
| Gain/(loss) on investments, net | (218) | 311 | (529) | (419) | 1,007 | (1,426) | |||||||||||||||||||||||
| Gain/(loss) on extinguishment of debt | 2 | (6) | 8 | (3) | (26) | 23 | |||||||||||||||||||||||
| Miscellaneous, net | (18) | (41) | 23 | (87) | (143) | 56 | |||||||||||||||||||||||
| Total non-operating income/(expense) | $ | (380) | $ | 93 | $ | (473) | $ | (951) | $ | 317 | $ | (1,268) | |||||||||||||||||
Interest expense, net. Interest expense, net includes interest expense and interest income. This decreased compared to the prior year primarily due to reduced interest expense resulting from our debt reduction initiatives. During 2025, we reduced our debt and finance lease obligations by approximately $2.0 billion. We have continued to pay down our debt during the nine months ended September 30, 2026 with $3.3 billion of payments on debt and finance lease obligations, of which $2.3 billion were early repayments, some of which were enabled by refinancings with lower interest rates. These payments resulted in a net reduction of debt and finance lease obligations by $1.3 billion during the nine months ended September 30, 2026.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 23 | |||||||
Item 2. MD&A - Non-Operating Results
Gain/(loss) on investments, net. Changes in the valuation of investments accounted for at fair value are recorded in gain/(loss) on investments, net and are driven by changes in stock prices, foreign currency fluctuations and other valuation techniques for investments in certain companies, particularly those without publicly-traded shares. See Note 4 of the Notes to the Condensed Consolidated Financial Statements for additional information on our equity investments measured at fair value on a recurring basis.
Gain/(loss) on extinguishment of debt. Gain/(loss) on extinguishment of debt reflects the gains or losses incurred in the early repayment of certain loans and notes.
Miscellaneous, net. Miscellaneous, net primarily includes employee benefit plans net periodic cost, charitable contributions, our share of our equity method investments' results, dividends received from our equity investees and foreign exchange gains/(losses).
Income Taxes
In certain periods, we may have adjustments to our net deferred tax liabilities as a result of changes in prior year estimates, the valuation allowance on mark-to-market adjustments on our equity investments, and tax laws enacted during the period, which will impact the effective tax rate for that period. Excluding mark-to-market adjustments on equity investments recognized in the nine months ended September 2026, we project our annual effective tax rate for 2026 will be 23% to 25%.
Refinery Segment
The refinery operated by Monroe typically produces approximately 200,000 barrels of refined products (primarily gasoline, diesel and jet fuel) per day and operates for the benefit of the airline segment by providing jet fuel to the airline. Non-jet fuel production is sold to or exchanged with third parties, which enables us to procure additional jet fuel for consumption in our airline operations. Third party refinery sales increased in 2026 compared to the three and nine months ended September 30, 2025 due to higher market prices for refined products, and a shift in mix to more sales than exchanges as exchange agreements for non-jet fuel products ended during the second half of 2025.
The refinery generated an operating loss of $33 million in the September 2026 quarter compared to operating income of $53 million in the September 2025 quarter. The decrease in operating income in the September 2026 quarter primarily results from volatility in crude pricing and the negative impact from a temporary outage that halted production at the refinery beginning in the middle of June 2026. The outage initially halted production and subsequently resulted in reduced operating capacity during the September 2026 quarter. By the end of the September 2026 quarter, the refinery operated at normal production levels and we expect it to return to profitability in the December 2026 quarter.
For more information regarding the refinery's results, see Note 9 of the Notes to the Condensed Consolidated Financial Statements.
| Refinery segment financial information | ||||||||||||||||||||||||||
Three Months Ended September 30, | Increase (Decrease) | Nine Months Ended September 30, | Increase (Decrease) | |||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Third party refinery sales | $ | 2,601 | $ | 1,476 | $ | 1,125 | $ | 6,346 | $ | 3,680 | $ | 2,666 | ||||||||||||||
| Sales to airline segment and other | 366 | 319 | 47 | 1,270 | 1,533 | (263) | ||||||||||||||||||||
| Operating revenue | $ | 2,967 | $ | 1,795 | $ | 1,172 | $ | 7,616 | $ | 5,213 | $ | 2,403 | ||||||||||||||
| Operating income/(loss) | $ | (33) | $ | 53 | $ | (86) | $ | 278 | $ | 42 | $ | 236 | ||||||||||||||
Delta Air Lines, Inc. | September 2026 Form 10-Q | 24 | |||||||
Item 2. MD&A - Operating Statistics
Operating Statistics
Three Months Ended September 30, | % Increase (Decrease) | Nine Months Ended September 30, | % Increase (Decrease) | ||||||||||||||||||||||||||||||||
Consolidated(1) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Revenue passenger miles (in millions) ("RPM") | 68,133 | 67,621 | 1 | % | 191,369 | 189,717 | 1 | % | |||||||||||||||||||||||||||
| Available seat miles (in millions) ("ASM") | 79,288 | 79,054 | — | % | 227,145 | 225,099 | 1 | % | |||||||||||||||||||||||||||
| Passenger mile yield | 22.80 | ¢ | 19.97 | ¢ | 14 | % | 22.70 | ¢ | 20.48 | ¢ | 11 | % | |||||||||||||||||||||||
| Passenger revenue per available seat mile ("PRASM") | 19.59 | ¢ | 17.08 | ¢ | 15 | % | 19.13 | ¢ | 17.26 | ¢ | 11 | % | |||||||||||||||||||||||
| Total revenue per available seat mile ("TRASM") | 25.46 | ¢ | 21.09 | ¢ | 21 | % | 24.56 | ¢ | 21.04 | ¢ | 17 | % | |||||||||||||||||||||||
TRASM, adjusted(2) | 22.18 | ¢ | 19.22 | ¢ | 15 | % | 21.77 | ¢ | 19.41 | ¢ | 12 | % | |||||||||||||||||||||||
| Cost per available seat mile ("CASM") | 23.63 | ¢ | 18.96 | ¢ | 25 | % | 22.88 | ¢ | 19.11 | ¢ | 20 | % | |||||||||||||||||||||||
CASM-Ex(2) | 14.03 | ¢ | 13.08 | ¢ | 7 | % | 14.39 | ¢ | 13.47 | ¢ | 7 | % | |||||||||||||||||||||||
| Passenger load factor | 86 | % | 86 | % | — | pts | 84 | % | 84 | % | — | pts | |||||||||||||||||||||||
| Fuel gallons consumed (in millions) | 1,146 | 1,138 | 1 | % | 3,256 | 3,226 | 1 | % | |||||||||||||||||||||||||||
Average price per fuel gallon(3) | $ | 3.80 | $ | 2.26 | 68 | % | $ | 3.44 | $ | 2.31 | 49 | % | |||||||||||||||||||||||
Average price per fuel gallon, adjusted(2)(3) | $ | 3.61 | $ | 2.25 | 60 | % | $ | 3.42 | $ | 2.31 | 48 | % | |||||||||||||||||||||||
(1)Includes the operations of our regional carriers under capacity purchase agreements.
(2)Non-GAAP financial measures defined and reconciled to TRASM, CASM and average fuel price per gallon, respectively, in "Supplemental Information" below.
(3)Includes the impact of fuel hedge activity and refinery segment results.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 25 | |||||||
Item 2. MD&A - Fleet Information
Fleet Information
Our operating aircraft fleet, purchase commitments and options at September 30, 2026 are summarized in the following table.
| Mainline aircraft information by fleet type | ||||||||||||||||||||||||||
Current Fleet(1) | Commitments | |||||||||||||||||||||||||
| Fleet Type | Owned | Finance Lease | Operating Lease | Total | Average Age (Years) | Purchase | Options | |||||||||||||||||||
| A220-100 | 45 | — | — | 45 | 6.8 | |||||||||||||||||||||
| A220-300 | 47 | — | — | 47 | 2.7 | 53 | ||||||||||||||||||||
| A319-100 | 57 | — | — | 57 | 24.6 | |||||||||||||||||||||
| A320-200 | 40 | — | — | 40 | 29.1 | |||||||||||||||||||||
| A321-200 | 77 | 8 | 42 | 127 | 7.8 | |||||||||||||||||||||
| A321-200neo | 106 | — | — | 106 | 2.3 | 83 | 36 | |||||||||||||||||||
| A330-200 | 11 | — | — | 11 | 21.5 | |||||||||||||||||||||
| A330-300 | 28 | — | 3 | 31 | 17.7 | |||||||||||||||||||||
| A330-900neo | 32 | 2 | 5 | 39 | 3.8 | 16 | 15 | |||||||||||||||||||
| A350-900 | 35 | — | 7 | 42 | 5.7 | 17 | 5 | |||||||||||||||||||
| A350-1000 | — | — | — | — | — | 20 | 10 | |||||||||||||||||||
| B-717-200 | 74 | — | — | 74 | 24.9 | |||||||||||||||||||||
| B-737-800 | 77 | — | — | 77 | 25.0 | |||||||||||||||||||||
| B-737-900ER | 128 | 5 | 30 | 163 | 10.7 | |||||||||||||||||||||
| B-737-10 | — | — | — | — | — | 100 | 30 | |||||||||||||||||||
| B-757-200 | 72 | — | — | 72 | 28.4 | |||||||||||||||||||||
| B-757-300 | 16 | — | — | 16 | 23.6 | |||||||||||||||||||||
| B-767-300ER | 37 | — | — | 37 | 29.7 | |||||||||||||||||||||
| B-767-400ER | 21 | — | — | 21 | 25.7 | |||||||||||||||||||||
| B-787-10 | — | — | — | — | — | 30 | 30 | |||||||||||||||||||
| Total | 903 | 15 | 87 | 1,005 | 14.9 | 319 | 126 | |||||||||||||||||||
(1)Excludes certain aircraft we own or lease that are operated by regional carriers on our behalf shown in the table below.
The following table summarizes the aircraft operated by regional carriers on our behalf at September 30, 2026.
| Regional aircraft information by fleet type and carrier | ||||||||||||||||||||
Fleet Type(1) | ||||||||||||||||||||
| Carrier | CRJ-700 | CRJ-900 | Embraer 170 | Embraer 175 | Total | |||||||||||||||
Endeavor Air, Inc.(2) | 17 | 130 | — | — | 147 | |||||||||||||||
| SkyWest Airlines, Inc. | 1 | 33 | — | 87 | 121 | |||||||||||||||
| Republic Airways Inc. | — | — | 11 | 46 | 57 | |||||||||||||||
| Total | 18 | 163 | 11 | 133 | 325 | |||||||||||||||
(1)We own 202 and have operating leases for three of these regional aircraft. The remainder are owned or leased by SkyWest Airlines, Inc. or Republic Airways Inc.
(2)Endeavor Air, Inc. is a wholly owned subsidiary of Delta.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 26 | |||||||
Item 2. MD&A - Financial Condition and Liquidity
Financial Condition and Liquidity
As of September 30, 2026, we had $6.9 billion in cash, cash equivalents, short-term investments and aggregate undrawn principal amount available under our revolving credit facilities. We expect to meet our liquidity needs for the next twelve months with cash and cash equivalents and cash flows from operations. We expect to meet our long-term liquidity needs with cash flows from operations and financing arrangements.
Undrawn Lines of Credit. As of September 30, 2026, we had approximately $3.1 billion undrawn and available under our revolving credit facilities.
Sources and Uses of Liquidity
Operating Activities
We generated cash flows from operations of $5.7 billion and $6.1 billion in the nine months ended September 30, 2026 and 2025, respectively. We expect to continue generating positive cash flows from operations during the remainder of 2026.
Our operating cash flow is impacted by the following factors:
Seasonality of Advance Ticket Sales. We sell tickets for air travel in advance of the customer's travel date. When we receive a cash payment at the time of sale, we record the cash received on advance sales as deferred revenue in air traffic liability. The air traffic liability typically increases during the winter and spring months as advance ticket sales grow prior to the summer peak travel season and decreases during the summer and fall months.
Sale of Miles to Participating Companies. Customers earn miles based on their spending with participating companies such as credit card, retail, ridesharing, car rental and hotel companies with which we have marketing agreements to sell miles. Payments are typically due to us monthly based on the volume of miles sold during the period. Our most significant contract to sell miles relates to our co-brand credit card relationship with American Express. Remuneration from American Express was $6.9 billion in the nine months ended September 30, 2026, an increase of 14% compared to the prior year period. See Note 2 of the Notes to the Condensed Consolidated Financial Statements for further information regarding the cash sales from marketing agreements.
Fuel. Fuel expense represented approximately 22% and 17% of our total operating expense for the nine months ended September 30, 2026 and 2025, respectively. The market price for jet fuel is dynamic, which can impact the comparability of our periodic cash flows from operations. Fuel consumption was higher during the three and nine months ended September 30, 2026 compared to the prior year period due to the increase in capacity. We expect that fuel consumption for the remainder of 2026 will remain aligned with capacity changes compared to 2025, while elevated jet fuel costs are anticipated to persist until market disruptions and geopolitical events are resolved.
Profit Sharing. We paid $1.3 billion in profit sharing payments in February 2026 related to our 2025 pre-tax profit in recognition of our employees' contributions toward achieving the year's financial results.
Our broad-based employee profit sharing program provides that we will pay 10% of that profit to all eligible employees for the first $2.5 billion of annual profit, as defined by the terms of the program, and 20% of annual profit above $2.5 billion. In determining the amount of profit sharing, the program defines profit as pre-tax profit adjusted for profit sharing and certain other items. During the nine months ended September 30, 2026, we accrued $882 million in profit sharing expense based on the year-to-date performance and current expectations for 2026 profit.
Income Taxes. As of December 31, 2025, we had approximately $2.4 billion of U.S. federal pre-tax net operating loss carryforwards that were primarily generated in 2020. Although these carryforwards do not expire, their utilization generally is limited to 80% of taxable income in any future taxable year. We do not expect our income tax cash payment in 2026 to materially increase compared to 2025.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 27 | |||||||
Item 2. MD&A - Financial Condition and Liquidity
Investing Activities
Capital Expenditures. Our capital expenditures were $4.1 billion and $3.6 billion for the nine months ended September 30, 2026 and 2025, respectively. We have committed to future aircraft purchases and have obtained, but are under no obligation to use, long-term financing commitments for a substantial portion of the purchase price of the aircraft. Our 2026 capital spend is expected to be over $5 billion and will be primarily for aircraft, including deliveries and advance deposit payments, as well as fleet modifications and technology enhancements.
In the March 2026 quarter, we entered into a definitive agreement with The Boeing Company to acquire 30 Boeing 787-10 aircraft, with an option to purchase up to an additional 30 of the same aircraft. Deliveries of the B-787-10 aircraft are scheduled to begin in 2031.
In the March 2026 quarter, we entered into a definitive agreement with Airbus S.A.S. to purchase 16 Airbus A330-900neo aircraft and 15 Airbus A350-900 aircraft, with an option to purchase up to an additional 20 widebody aircraft. Deliveries of the aircraft are scheduled to begin in 2029.
In the March 2026 quarter, we exercised options for 34 Airbus A321neo aircraft. Deliveries from this order are scheduled to begin in 2029. In addition to this order, we maintain options to purchase 36 Airbus A321neo aircraft.
Wheels Up. During the nine months ended September 30, 2026, Wheels Up drew under the terms of the revolving working capital credit facility that was entered into in 2023, and $83 million was outstanding as of September 30, 2026. This facility is required to be repaid by September 20, 2028.
In May 2026, Wheels Up entered into a new $100 million term loan credit agreement, of which we contributed $57 million and other shareholders contributed the remainder. The scheduled maturity date of the term loan is May 29, 2029. This new financing reflects our continued partnership with Wheels Up and provides a stronger financial foundation to support the company’s accelerated fleet and product transformation initiatives, ongoing operational improvements, and enhanced product and service offerings.
Financing Activities
Debt and Finance Leases. In the nine months ended September 30, 2026, we had cash outflows of $3.3 billion related to repayments of our debt and finance lease obligations. We continue to seek opportunities to pre-pay our debt, in addition to periodic amortization and scheduled maturities, and refinance higher cost debt.
In January 2026, we entered into a $1.25 billion term loan issued by a group of lenders, the proceeds of which were used to repay $957 million of Payroll Support Program loans due 2031 and for general corporate purposes. In September 2026, we refinanced the existing term loan facility with a new $1.25 billion term loan maturing in September 2027.
In April 2026, we and our indirect wholly-owned subsidiary SkyMiles IP Ltd. entered into an amendment to the SkyMiles term loan credit and guaranty agreement (the "SkyMiles Credit Facility") with Barclays Bank PLC as lender and administrative agent. This amendment refinanced the existing term loans with the proceeds of replacement term loans bearing interest at a variable rate equal to an adjusted term SOFR, plus a margin of 1.25% per annum, and added a prepayment premium of 1.00% payable in connection with a Repricing Event (as defined in the amended SkyMiles Credit Facility) occurring within six months following April 23, 2026.
In June 2026, we entered into a new $2.650 billion revolving credit facility with JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto ("2026 Corporate Revolving Credit Facility") to refinance and replace the existing Corporate Revolving Credit Facility. The 2026 Corporate Revolving Credit Facility effectively extends the maturity of the $1.325 billion three-year tranche to 2029 and the $1.325 billion five-year tranche to 2031. Borrowings under the three-year and five-year tranches bear interest at a variable rate equal to an adjusted term SOFR, or another index rate, in each case plus a specified margin.
See Note 5 of the Notes to the Condensed Consolidated Financial Statements for further information on our debt agreements.
Capital Return to Shareholders. On June 18, 2026, the Board of Directors approved a quarterly dividend of $0.2150 per share which we paid on July 30, 2026 for total cash dividends of $141 million. Total cash dividends for the nine months ended September 30, 2026 were $393 million.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 28 | |||||||
Item 2. MD&A - Financial Condition and Liquidity
On September 24, 2026, the Board of Directors approved a quarterly dividend of $0.2150 per share to shareholders of record as of October 15, 2026, which we will pay on November 5, 2026.
In the June 2025 quarter, the Board of Directors authorized a $1.0 billion opportunistic share repurchase program open through June 30, 2028. No shares have been repurchased under this program through September 30, 2026.
Covenants. We were in compliance with the covenants in our debt agreements at September 30, 2026.
Critical Accounting Estimates
There have been no material changes in our Critical Accounting Estimates from the information provided in the "Critical Accounting Estimates" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K.
Delta Air Lines, Inc. | September 2026 Form 10-Q | 29 | |||||||
Item 2. MD&A - Supplemental Information
Supplemental Information
We sometimes use information (non-GAAP financial measures) that is derived from the Condensed Consolidated Financial Statements, but that is not presented in accordance with GAAP. Under the U.S. Securities and Exchange Commission rules, non-GAAP financial measures may be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.
Included below are reconciliations of non-GAAP measures used within this Form 10-Q to the most directly comparable GAAP financial measures. Reconciliations below may not calculate exactly due to rounding. These reconciliations include certain adjustments to GAAP measures to provide comparability between the reported periods, if applicable, and for the reasons indicated below:
•Third-party refinery sales. Refinery sales to third parties, and related expenses, are not related to our airline segment. Excluding these sales therefore provides a more meaningful comparison of our airline operations to the rest of the airline industry.
•MTM adjustments and settlements on hedges. Mark-to-market ("MTM") adjustments are defined as fair value changes recorded in periods other than the settlement period. Such fair value changes are not necessarily indicative of the actual settlement value of the underlying hedge in the contract settlement period, and therefore we remove this impact to allow investors to better understand and analyze our core performance. Settlements represent cash received or paid on hedge contracts closed (i.e., settled) during the applicable period. With respect to hedges related to Monroe's inventory, settlements often occur before the related refinery inventory is sold. Beginning in 2026, settlement gains and losses related to Monroe's inventory that remains on-hand at period end are excluded from our adjusted results. These settlement gains and losses will be reflected in adjusted results during the period the inventory is sold. This change was made to match the timing of expense and revenue recognition and we have similarly adjusted the presentation of reconciliations for prior periods included here.
•Aircraft fuel and related taxes. The volatility in fuel prices impacts the comparability of year-over-year financial performance. The adjustment for aircraft fuel and related taxes allows investors to better understand and analyze our non-fuel costs and year-over-year financial performance.
•MRO expense. We adjust for MRO expenses because this adjustment allows investors to better understand and analyze our recurring cost performance and provides a more meaningful comparison of our core operating costs to the airline industry.
•Profit sharing. We adjust for profit sharing because this adjustment allows investors to better understand and analyze our recurring cost performance and provides a more meaningful comparison of our core operating costs to the airline industry.
| Total revenue, adjusted reconciliation | |||||||||||
Three Months Ended September 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Total revenue | $ | 20,186 | $ | 16,673 | |||||||
| Adjusted for: | |||||||||||
| Third-party refinery sales | (2,601) | (1,476) | |||||||||
| Total revenue, adjusted | $ | 17,585 | $ | 15,197 | |||||||
Delta Air Lines, Inc. | September 2026 Form 10-Q | 30 | |||||||
Item 2. MD&A - Supplemental Information
| Operating expense, adjusted reconciliation | |||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||
| Operating expense | $ | 18,732 | $ | 14,989 | |||||||||||||
| Adjusted for: | |||||||||||||||||
| Third-party refinery sales | (2,601) | (1,476) | |||||||||||||||
| MTM adjustments and settlements on hedges | (208) | (5) | |||||||||||||||
| Operating expense, adjusted | $ | 15,924 | $ | 13,508 | |||||||||||||
| Fuel expense, adjusted reconciliation | |||||||||||||||||||||||
| Average Price Per Gallon | |||||||||||||||||||||||
Three Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||
| (in millions, except per gallon data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Total fuel expense | $ | 4,351 | $ | 2,570 | $ | 3.80 | $ | 2.26 | |||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
| MTM adjustments and settlements on hedges | (208) | (5) | (0.18) | (0.01) | |||||||||||||||||||
| Total fuel expense, adjusted | $ | 4,143 | $ | 2,565 | $ | 3.61 | $ | 2.25 | |||||||||||||||
| Average Price Per Gallon | |||||||||||||||||||||||
Nine Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions, except per gallon data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Total fuel expense | $ | 11,202 | $ | 7,439 | $ | 3.44 | $ | 2.31 | |||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
| MTM adjustments and settlements on hedges | (57) | 19 | (0.02) | 0.01 | |||||||||||||||||||
| Total fuel expense, adjusted | $ | 11,144 | $ | 7,457 | $ | 3.42 | $ | 2.31 | |||||||||||||||
| TRASM, adjusted reconciliation | |||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| TRASM (cents) | 25.46 | ¢ | 21.09 | ¢ | 24.56 | ¢ | 21.04 | ¢ | |||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
| Third-party refinery sales | (3.28) | (1.87) | (2.79) | (1.63) | |||||||||||||||||||
| TRASM, adjusted | 22.18 | ¢ | 19.22 | ¢ | 21.77 | ¢ | 19.41 | ¢ | |||||||||||||||
| CASM-Ex reconciliation | |||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| CASM (cents) | 23.63 | ¢ | 18.96 | ¢ | 22.88 | ¢ | 19.11 | ¢ | |||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
| Aircraft fuel and related taxes | (5.49) | (3.25) | (4.93) | (3.30) | |||||||||||||||||||
| Third-party refinery sales | (3.28) | (1.87) | (2.79) | (1.63) | |||||||||||||||||||
| MRO expense | (0.34) | (0.27) | (0.38) | (0.26) | |||||||||||||||||||
| Profit sharing | (0.49) | (0.50) | (0.39) | (0.44) | |||||||||||||||||||
| CASM-Ex | 14.03 | ¢ | 13.08 | ¢ | 14.39 | ¢ | 13.47 | ¢ | |||||||||||||||
Delta Air Lines, Inc. | September 2026 Form 10-Q | 31 | |||||||
Item 2. MD&A - Supplemental Information
Free Cash Flow
The following table shows a reconciliation of net cash provided by operating activities and used in investing activities (GAAP measures) to free cash flow (a non-GAAP financial measure). We present free cash flow because management believes this metric is helpful to investors to evaluate the company's ability to generate cash that is available for use for debt service or general corporate initiatives. Adjustments include:
•Net cash flows related to certain airport construction projects and other. Cash flows related to certain airport construction projects are included in our GAAP operating activities and capital expenditures. We have adjusted for these items because management believes investors should be informed that a portion of these capital expenditures from airport construction projects are either reimbursed by a third party or funded with restricted cash specific to these projects.
•Strategic investments and related. Certain cash flows related to our investments in and related transactions with other airlines and associated companies are included in our GAAP investing activities. We adjust for this activity because it provides a more meaningful comparison to our airline industry peers.
| Free cash flow reconciliation | |||||||||||
| (in millions) | Three Months Ended September 30, 2026 | ||||||||||
Net cash provided by operating activities | $ | 1,713 | |||||||||
Net cash used in investing activities | (1,303) | ||||||||||
| Adjusted for: | |||||||||||
| Net cash flows related to certain airport construction projects and other | 9 | ||||||||||
| Strategic investments and related | 45 | ||||||||||
| Free cash flow | $ | 463 | |||||||||
Delta Air Lines, Inc. | September 2026 Form 10-Q | 32 | |||||||
Item 3. Market Risk
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in market risk from the information provided in "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in our Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of our disclosure controls and procedures, which have been designed to permit us to identify and disclose important information timely and effectively. Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that the controls and procedures were effective as of September 30, 2026 to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
During the three months ended September 30, 2026, we did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
"Item 3. Legal Proceedings" of our Form 10-K includes a discussion of our legal proceedings. There have been no material changes from the legal proceedings described in our Form 10-K.
ITEM 1A. RISK FACTORS
“Item 1A. Risk Factors” of our Form 10-K includes a discussion of our known material risk factors, other than risks that could apply to any issuer or offering. There have been no material changes from the risk factors described in our Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table presents information with respect to purchases of common stock we made during the September 2026 quarter. The table reflects shares withheld from employees to satisfy certain tax obligations due in connection with grants of stock under the Delta Air Lines, Inc. Performance Compensation Plan (the "Plan"). The Plan provides for the withholding of shares to satisfy tax obligations. It does not specify a maximum number of shares that can be withheld for this purpose. The shares of common stock withheld to satisfy tax withholding obligations may be deemed to be "issuer purchases" of shares that are required to be disclosed pursuant to this Item.
In the June 2025 quarter, the Board of Directors authorized a $1.0 billion opportunistic share repurchase program open through June 30, 2028. No shares have been repurchased under this program through September 30, 2026.
Shares purchased / withheld from employee awards during the September 2026 quarter | ||||||||||||||
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans | Approximate Dollar Value (in millions) of Shares That May Yet be Purchased Under the Plan | ||||||||||
| July 2026 | 18,242 | $ | 92.85 | 18,242 | $ | 1,000 | ||||||||
| August 2026 | 3,365 | $ | 87.89 | 3,365 | $ | 1,000 | ||||||||
| September 2026 | 6,732 | $ | 82.45 | 6,732 | $ | 1,000 | ||||||||
| Total | 28,339 | 28,339 | ||||||||||||
Delta Air Lines, Inc. | September 2026 Form 10-Q | 33 | |||||||
ITEM 6. EXHIBITS
(a) Exhibits
| 3.1 (a) | ||||||||
| 3.1 (b) | ||||||||
| 3.2 | ||||||||
| 4.1 | ||||||||
| 10.1 (a) | ||||||||
| 10.1 (b) | ||||||||
| 15 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32 | ||||||||
| 101.INS | Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in Inline XBRL (included in Exhibit 101) | |||||||
| * | Incorporated by reference. | |||||||
| ** | Portions of this exhibit have been omitted as confidential information. | |||||||
Delta Air Lines, Inc. | September 2026 Form 10-Q | 34 | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Delta Air Lines, Inc. | |||||
| (Registrant) | |||||
| /s/ Julia A. McConnell | |||||
| Julia A. McConnell | |||||
| Senior Vice President - Controller and Chief Accounting Officer | |||||
| (Principal Accounting Officer) | |||||
| October 9, 2026 | |||||
Delta Air Lines, Inc. | September 2026 Form 10-Q | 35 | |||||||
Exhibit 10.1(a)
INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
SUPPLEMENTAL AGREEMENT NO. 05
to
PURCHASE AGREEMENT NO. PA-04696
between
THE BOEING COMPANY
and
DELTA AIR LINES, INC.
Relating to
Boeing Model 737-10 Aircraft
DAL-PA-04696 SA-05
Page 1
BOEING PROPRIETARY
Supplemental Agreement No. 05
to
Purchase Agreement No. PA-04696
between
The Boeing Company
and
Delta Air Lines, Inc.
______________________________
This Supplemental Agreement No. 05 (Supplemental Agreement) dated as of September 29, 2026 amends Purchase Agreement No. PA-04696 dated as of July 18, 2022 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to the purchase and sale of model 737-10 aircraft (Aircraft).
PURPOSE:
The parties have agreed to revise [***] and amend the Purchase Agreement as hereinafter set forth to make certain other changes.
IT IS AGREED:
1. The Table of Contents of the Purchase Agreement is deleted and replaced by the attached Table of Contents, which reflects the amendments made to the Purchase Agreement by this Supplemental Agreement and is identified with a “SA-05” legend to reflect the changes made by this Supplemental Agreement.
2. Table.
2.1 Table 1 [***] is deleted in its entirety and replaced with the attached Table 1 [***] and identified by “SA-05.”
3. Exhibits.
3.1 Exhibit A “Aircraft Configuration” is deleted in its entirety and replaced with the attached Exhibit A “Aircraft Configuration” identified by “SA-5.”
DAL-PA-04696 SA-05
Page 2
BOEING PROPRIETARY
4. Supplemental Exhibits.
4.1 Supplemental Exhibit BFE1 “Buyer Furnished Equipment Variables” is deleted in its entirety and replaced with the attached “Buyer Furnished Equipment Variables” identified by “SA-5.”
5. Letter Agreements.
5.1 Letter Agreement No. DAL-PA-04696-LA-1705300, “Open Configuration Matters,” is deleted in its entirety as the final configuration of the Aircraft [***] is contracted on the revised Exhibit A.
5.2 Letter Agreement No. DAL-PA-04696-LA-1705301R1, “Option Aircraft,” is revised and superseded by Letter Agreement No. DAL-PA-04696-LA-1705301R2 to revise [***].
5.3 Letter Agreement No. DAL-PA-04696-LA-1705310R3, “Special Matters,” is revised and superseded by Letter Agreement No. DAL-PA-04696-LA-1705310R4 to revise [***].
5.4 Letter Agreement No. DAL-PA-04696-LA-1706346 [***] is revised and superseded by Letter Agreement No. DAL-PA-04696-LA-1706346R1 to revise [***].
5.5 Letter Agreement No. DAL-PA-04696-LA-2101205R3 [***] is revised and superseded by Letter Agreement No. DAL-PA-04696-LA-2101205R4 to revise [***].
6. Miscellaneous.
This Supplemental Agreement will become effective upon execution and receipt by both parties.
7. Confidential Treatment.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Each party will limit the disclosure of its contents to its employees with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of the other party. Notwithstanding the foregoing, either party may disclose this Supplemental Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and filings pursuant thereto, or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose
DAL-PA-04696 SA-05
Page 3
BOEING PROPRIETARY
such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party.
Except as amended as set forth above, the Purchase Agreement remains in full force and effect.
DELTA AIR LINES, INC. By: /s/ Michelle Horn Name: Michelle Horn Senior Vice President and Its: Chief Strategy Officer | THE BOEING COMPANY By: /s/ Mira Zimmermann Name: Mira Zimmermann Its: Attorney-In-Fact | ||||
DAL-PA-04696 SA-05
Page 4
BOEING PROPRIETARY
TABLE OF CONTENTS
ARTICLES SA Number | |||||
| Article 1. | Subject Matter of Sale | ||||
| Article 2. | Delivery Schedule | ||||
| Article 3. | Price, Taxes, and Payment | ||||
| Article 4. | Regulatory Requirements and Certificates | ||||
| Article 5. | Detail Specification; Changes | ||||
| Article 6. | [***] | ||||
| Article 7. | Delivery | ||||
| Article 8. | [***] | ||||
| Article 9. | [***] | ||||
| Article 10. | [***] | ||||
| Article 11. | [***] | ||||
| Article 12. | Notices | ||||
| Article 13. | Miscellaneous | ||||
| Article 14. | Additional Terms | ||||
| TABLE | |||||
| 1. | 737-10 [***] | ||||
EXHIBIT | |||||
| A. | Aircraft Configuration.........................................................................SA-05 | ||||
| B. | Customer Support Document | ||||
| C. | Product Assurance Document | ||||
| D. | Buyer Furnished Equipment Provisions Document | ||||
| E. | Aircraft Delivery Requirements and Responsibilities | ||||
| SUPPLEMENTAL EXHIBITS | |||||
| AE1. | Airframe [***] Features [***] | ||||
| BFE1. | Buyer Furnished Equipment Variables............................................SA-05 | ||||
| EE1. | [***], Engine Warranty [***] | ||||
| APPENDICES | |||||
| I | [***] | ||||
| II | Purchase Agreement Assignment | ||||
| III | Post-Delivery Sale Notice | ||||
| IV | Post-Delivery Lease Notice | ||||
| V | Purchaser’s/Lessee’s Agreement | ||||
| VI | Owner Appointment of Agent – Warranties | ||||
| VII | Contractor Confidentiality Agreement | ||||
| VIII | Post-Delivery Sale with Lease to Seller | ||||
| IX | Sale with Lease | ||||
| X | Post-Delivery Security | ||||
DAL-PA-04696 SA-05
PA Page 1
BOEING PROPRIETARY
LETTER AGREEMENTS SA Number
LA-1705291 | [***]………………….. | |||||||
LA-1705298 | [***]……… | |||||||
LA-1705300 | Open Configuration Matters……………………… | SA-05 | ||||||
LA-1705301R2 | Option Aircraft………………………………………… | SA-05 | ||||||
LA-1705304 | [***]…………………………………… | |||||||
LA-1705308 | [***]………………………… | |||||||
LA-1705309 | [***]………………………… | |||||||
LA-1705310R4 | [***]………………………………………… | SA-05 | ||||||
LA-1705311 | [***]……………………………… | |||||||
LA-1705940 | [***]……………………………………… | |||||||
LA-1706346R1 | [***]……………………… | SA-05 | ||||||
LA-1706348 | [***]………………………… | |||||||
LA-1706352 | [***]……………………………… | |||||||
LA-2103979 | [***]… | |||||||
LA-2200404 | [***]…………………… | |||||||
LA-2105243 | [***]………………… | |||||||
LA-2200086 | [***] Guarantees……………………………… | |||||||
LA-2201689 | [***]………………… | |||||||
LA-20210628 | [***]……………… | |||||||
LA-2201204 | [***]………………………… | |||||||
LA-2101205R5 LA-2201576 | [***]…….… [***]…………………………… | SA-05 | ||||||
DAL-PA-04696 SA-05
PA Page 2
BOEING PROPRIETARY
Table 1 to
Purchase Agreement No. PA-04696
737-10 Aircraft [***]
Airframe Model/Paid MTOW | 737-10 | [***] | Configuration Specification: | [***] | ||||||||||
Engine Model/Thrust: | CFMLEAP-1B28 | [***] | Airframe Price Base Year/Escalation Formula: | [***] | ||||||||||
Airframe Price: | [***] | Engine Price Base Year/Escalation Formula: | ||||||||||||
Optional Features: | [***] | |||||||||||||
Sub-Total of Airframe and Features: | [***] | Airframe Escalation Data: | ||||||||||||
Engine Price (Per Aircraft): | [***] | Base Year Index (ECI): | [***] | |||||||||||
Aircraft Basic Price (Excluding BFE/SPE): | [***] | Base Year Index (CPI): | [***] | |||||||||||
Buyer Furnished Equipment (BFE) Estimate: | [***] | |||||||||||||
Seller Purchased Equipment (SPE) Estimate: | [***] | |||||||||||||
Deposit per Aircraft: | [***] | |||||||||||||
Delivery Date | Number of Aircraft | Escalation Factor (Airframe) | [***] | Escalation Estimate Adv Payment Base Price Per A/P | [***] | |||||||||||||||||||||
[***] | [***] | [***] | [***] | |||||||||||||||||||||||
[***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | ||||||||||||||||||
DAL-PA-04696 126809-F.txt | ||
SA-05 Page 1 | ||
Boeing Proprietary | ||
EXHIBIT A
to
PURCHASE AGREEMENT NO. PA-04696
between
THE BOEING COMPANY
and
DELTA AIR LINES, INC.
AIRCRAFT CONFIGURATION
DAL-PA-04696-EXA SA-05
EXA Page 1
BOEING PROPRIETARY
Exhibit A
AIRCRAFT CONFIGURATION
relating to
BOEING MODEL 737-10 AIRCRAFT
[***]
DAL-PA-04696-EXA SA-05
EXA Page 2
BOEING PROPRIETARY
SUPPLEMENTAL EXHIBIT BFE1
to
PURCHASE AGREEMENT NO. PA-04696
between
THE BOEING COMPANY
and
DELTA AIR LINES, INC.
BUYER FURNISHED EQUIPMENT VARIABLES
DAL-PA-04696-BFE1R1 SA-05
BFE1 Page 1
BOEING PROPRIETARY
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL 737-10 AIRCRAFT
This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.
1. Supplier Selection.
Customer will select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:
| [***] | |||||
*For a new certification, supplier requires notification [***] prior to Cargo Handling System on-dock date.
Customer will enter into initial agreements with the selected [***] suppliers on or before [***] after the above supplier selection dates to actively participate with Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM).
2. On-dock Dates and Other Information.
On or before [***] prior to the first Aircraft, Boeing will provide to Customer the BFE Requirements electronically through My Boeing Fleet (MBF in My Boeing Configuration (MBC). These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. For planning purposes, preliminary BFE on-dock dates are set forth below:
[***]
3. Additional Delivery Requirements - Import.
Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.
http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html
DAL-PA-04696-BFE1R1 SA-05
BFE1 Page 2
BOEING PROPRIETARY
Exhibit 10.1(b)
The Boeing Company
P.O. Box 3707
Seattle, WA 98124 2207
INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
DAL-PA-04696-LA-1705301R2
Delta Air Lines, Inc.
Department 923
1030 Delta Boulevard
Atlanta, GA 30354
Subject: Option Aircraft
Reference: Purchase Agreement No. PA-04696 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to Model 737-10 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. This Letter Agreement cancels and supersedes in its entirety DAL-PA-04696-LA-1705301R1.
1. Right to Purchase Option Aircraft.
Subject to the terms and conditions contained in this Letter Agreement, in addition to the Aircraft described in Table 1 to the Purchase Agreement as of the date of execution of this Letter Agreement, Customer will have the option to purchase additional model 737-10 aircraft as option aircraft (Option Aircraft).
2. Delivery.
The number of aircraft and delivery months are listed in the Attachment to this Letter Agreement.
3. [***]
4. [***]
5. [***]
6. [***]
7. [***]
8. Assignment.
DAL-PA-04696-LA-1705301R2 SA-05
Option Aircraft Page 1
BOEING PROPRIETARY
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing except as provided in Sections 10.1.1 and 10.1.3 of the Purchase Agreement.
9. Confidentiality.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Each Party will limit the disclosure of its contents to its employees with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and filings pursuant thereto, or as otherwise required by law, provided that the disclosing Party makes commercially reasonable efforts to notify the non-disclosing Party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing Party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such Party.
ACCEPTED AND AGREED TO this | ||||||||||||||
Date: | September 29, 2026 | |||||||||||||
DELTA AIR LINES, INC. | THE BOEING COMPANY | |||||||||||||
By: | /s/ Michelle Horn | By: | /s/ Mira Zimmermann | |||||||||||
Name: | Michelle Horn | Name: | Mira Zimmermann | |||||||||||
Senior Vice President and | ||||||||||||||
Title: | Chief Strategy Officer | Title: | Attorney-In-Fact | |||||||||||
DAL-PA-04696-LA-1705301R2 SA-05
Option Aircraft Page 2
BOEING PROPRIETARY
ATTACHMENT
ATTACHMENT to LETTER AGREEMENT NO. DAL-PA-04696-LA-1705301R2
OPTION AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
OPTION AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
DAL-PA-04696-LA-1705301R2 SA-05
Option Aircraft Page 3
BOEING PROPRIETARY
Attachment A To DAL-PA-04696-LA-1705301R2 737-10 Option Aircraft [***] | ||
Airframe Model/MTOW*: | 737-10 | [***] | Configuration Specification: | [***]) | ||||||||||||||||||||||
Engine Model/Thrust: | CFMLEAP-1B28 | [***] | Airframe Price Base Year/Escalation Formula: | [***] | ||||||||||||||||||||||
Airframe Price: | [***] | Engine Price Base Year/Escalation Formula: | ||||||||||||||||||||||||
Optional Features: | [***] | |||||||||||||||||||||||||
Sub-Total of Airframe and Features: | [***] | Airframe Escalation Data: | ||||||||||||||||||||||||
Engine Price (Per Aircraft): | [***] | |||||||||||||||||||||||||
Aircraft Basic Price (Excluding BFE/SPE) | [***] | |||||||||||||||||||||||||
Buyer Furnished Equipment (BFE) Estimate: | [***] | |||||||||||||||||||||||||
Seller Purchased Equipment (SPE) Estimate: | [***] | |||||||||||||||||||||||||
Deposit per Aircraft: | [***] | |||||||||||||||||||||||||
Escalation | [***] | Escalation Estimate | [***] | |||||||||||||||||||||||
Delivery | Number of | Factor | Adv Payment Base | [***] | [***] | [***] | [***] | |||||||||||||||||||
Date | Aircraft | (Airframe) | Price Per A/P | |||||||||||||||||||||||
[***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | ||||||||||||||||||
| DAL-PA-04696-LA-1705301R2 126799-1O.txt | Boeing Proprietary | SA-05 Page 1 | ||||||
DAL-PA-04696-LA-1705310R4
Delta Air Lines, Inc.
Department 923
1030 Delta Boulevard
Atlanta, GA 30354
Subject: Special Matters
Reference: Purchase Agreement No. PA-04696 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to model 737-10 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement DAL-PA-04696-LA-1705310R3.
1. [***]
1.1 [***]
1.2 [***]
1.3 [***]
1.4 [***]
2. [***]
3. [***]
4. [***]
5. [***]
6. Assignment.
Unless otherwise noted herein, the credit memoranda, payment schedules and other business considerations described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer taking title to the Aircraft at time of delivery and becoming the operator of the Aircraft. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing except as expressly permitted under Article 10.1.1 and 10.1.3 of the Purchase Agreement.
DAL-PA-04696-LA-1705310R4 SA-05
Special Matters Page 1
7. Confidentiality.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Each Party will limit the disclosure of its contents to its employees with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and filings pursuant thereto, or as otherwise required by law, provided that the disclosing Party makes commercially reasonable efforts to notify the non-disclosing Party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing Party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such Party.
ACCEPTED AND AGREED TO this | ||||||||||||||
Date: | September 29, 2026 | |||||||||||||
DELTA AIR LINES, INC. | THE BOEING COMPANY | |||||||||||||
By: | /s/ Michelle Horn | By: | /s/ Mira Zimmermann | |||||||||||
Name: | Michelle Horn | Name: | Mira Zimmermann | |||||||||||
Senior Vice President and | ||||||||||||||
Title: | Chief Strategy Officer | Title: | Attorney-In-Fact | |||||||||||
DAL-PA-04696-LA-1705310R4 SA-05
Special Matters Page 2
[***]
DAL-PA-04696-LA-1705310R4 SA-05
Special Matters Page 3
[***]
DAL-PA-04696-LA-1705310R4 SA-05
Special Matters Page 4
Table 1-A To Purchase Agreement No. PA-04696-LA-1705310R4 [***] | ||
[***]
| DAL-PA-04696 118432-1F.txt | Boeing Proprietary | Page 1 | ||||||
The Boeing Company
P.O. Box 3707
Seattle, WA 98124 2207
DAL-PA-04696-LA-1706346R1
Delta Air Lines, Inc.
Department 923
1030 Delta Boulevard
Atlanta GA 30354
Subject: [***]
Reference: Purchase Agreement No. PA-04696 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to model 737-10 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.
[***]
1. [***]
2. [***]
3. [***]
4. [***]
5. [***]
6. [***]
7. [***]
DAL-PA-04696-LA-1706346R1 SA-05
[***] Page 1
BOEING PROPRIETARY
8. Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing except as expressly permitted by Section 10.1.1 or 10.1.3 of the Purchase Agreement.
9. Confidentiality.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other Parties. Each Party will limit the disclosure of its contents to its employees with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and filings pursuant thereto, or as otherwise required by law, provided that the disclosing Party makes commercially reasonable efforts to notify the non-disclosing Party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing Party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such Party.
ACCEPTED AND AGREED TO this | ||||||||||||||
Date: | September 29, 2026 | |||||||||||||
DELTA AIR LINES, INC. | THE BOEING COMPANY | |||||||||||||
By: | /s/ Michelle Horn | By: | /s/ Mira Zimmermann | |||||||||||
Name: | Michelle Horn | Name: | Mira Zimmermann | |||||||||||
Senior Vice President and | ||||||||||||||
Title: | Chief Strategy Officer | Title: | Attorney-In-Fact | |||||||||||
DAL-PA-04696-LA-1706346R1 SA-05
[***] Page 2
BOEING PROPRIETARY
DAL-PA-04696-LA-2101205R5
Delta Air Lines, Inc.
Department 923
1030 Delta Boulevard
Atlanta, GA 30354
Subject: [***]
Reference: Purchase Agreement No. PA-04696 (Purchase Agreement) between The Boeing Company (Boeing) and Delta Air Lines, Inc. (Customer) relating to model 737-10 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. This Letter Agreement cancels and supersedes in its entirety DAL-PA-04696-LA-2101205R4.
1. [***]
2. [***]
3. [***]
4. [***]
5. [***]
6. [***]
7. [***]
8. [***]
9. [***]
10. Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft (and the [***], as applicable) and cannot be assigned, in whole or in part, without the prior written consent of Boeing except as provided in Articles 10.1.1 and 10.1.3 of the Purchase Agreement.
11. Confidentiality.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Each Party will limit the disclosure of its contents to its employees with a need to know the
DAL-PA-04696-LA-2101205R5 SA-05
[***] Page 1
contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and filings pursuant thereto, or as otherwise required by law, provided that the disclosing Party makes commercially reasonable efforts to notify the non-disclosing Party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing Party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such Party.
ACCEPTED AND AGREED TO this | ||||||||||||||
Date: | September 29, 2026 | |||||||||||||
| DELTA AIR LINES, INC. | THE BOEING COMPANY | |||||||||||||
By: | /s/ Michelle Horn | By: | /s/ Mira Zimmermann | |||||||||||
Name: | Michelle Horn | Name: | Mira Zimmermann | |||||||||||
Senior Vice President and | ||||||||||||||
Title: | Chief Strategy Officer | Title: | Attorney-In-Fact | |||||||||||
DAL-PA-04696-LA-2101205R5 SA-05
[***] Page 2
Exhibit 15
October 9, 2026
To the Board of Directors and Stockholders of
Delta Air Lines, Inc.
We are aware of the incorporation by reference in the Registration Statements (Form S-3ASR No. 333-284844, 333-297387 and Form S-8 No.’s 333-142424, 333-149308, 333-154818, 333-151060, 333-212525 and 333-288620) of Delta Air Lines, Inc. for the registration of its securities of our report dated October 9, 2026 relating to the unaudited condensed consolidated interim financial statements of Delta Air Lines, Inc. that are included in its Form 10-Q for the quarter ended September 30, 2026.
/s/ Ernst & Young LLP
Exhibit 31.1
I, Edward H. Bastian, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Delta Air Lines, Inc. ("Delta") for the quarterly period ended September 30, 2026;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Delta as of, and for, the periods presented in this report;
4.Delta's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Delta and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Delta, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of Delta's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in Delta's internal control over financial reporting that occurred during Delta's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Delta's internal control over financial reporting; and
5.Delta's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Delta's auditors and the Audit Committee of Delta's Board of Directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Delta's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in Delta's internal control over financial reporting.
| October 9, 2026 | /s/ Edward H. Bastian | ||||
| Edward H. Bastian | |||||
| Chief Executive Officer | |||||
Exhibit 31.2
I, Erik S. Snell, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Delta Air Lines, Inc. ("Delta") for the quarterly period ended September 30, 2026;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Delta as of, and for, the periods presented in this report;
4.Delta's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Delta and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Delta, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of Delta's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in Delta's internal control over financial reporting that occurred during Delta's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Delta's internal control over financial reporting; and
5.Delta's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Delta's auditors and the Audit Committee of Delta's Board of Directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Delta's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in Delta's internal control over financial reporting.
| October 9, 2026 | /s/ Erik S. Snell | ||||
| Erik S. Snell | |||||
| Executive Vice President and Chief Financial Officer | |||||
Exhibit 32
October 9, 2026
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Ladies and Gentlemen:
The certifications set forth below are hereby submitted to the Securities and Exchange Commission pursuant to, and solely for the purpose of complying with, Section 1350 of Chapter 63 of Title 18 of the United States Code in connection with the filing on the date hereof with the Securities and Exchange Commission of the quarterly report on Form 10-Q of Delta Air Lines, Inc. ("Delta") for the quarterly period ended September 30, 2026 (the "Report").
Each of the undersigned, the Chief Executive Officer and the Executive Vice President and Chief Financial Officer, respectively, of Delta, hereby certifies that, as of the end of the period covered by the Report:
1.such Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Delta.
| /s/ Edward H. Bastian | |||||
| Edward H. Bastian | |||||
| Chief Executive Officer | |||||
| /s/ Erik S. Snell | |||||
| Erik S. Snell | |||||
| Executive Vice President and Chief Financial Officer | |||||