DAL 10-Q
Delta Air Lines, Inc. (DAL)
10-Q
2025-07-10
For: 2025-06-30
View Original
Added on
April 07, 2026
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 June 30, 2025
| 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 ) 715-2600
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 June 30, 2025
Common Stock, $0.0001 par value - 652,948,402 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, 2024 ("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. | June 2025 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 June 30, 2025, the related condensed consolidated statements of operations and comprehensive income and consolidated statements of stockholders' equity for the three-month and six-month periods ended June 30, 2025 and 2024, condensed consolidated statements of cash flows for the six-month periods ended June 30, 2025 and 2024 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, 2024, 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 11, 2025, 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, 2024, 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 | |||||
| July 10, 2025 | |||||
Delta Air Lines, Inc. | June 2025 Form 10-Q | 2 | |||||||
Financial Statements
DELTA AIR LINES, INC.
Consolidated Balance Sheets
(Unaudited)
| (in millions, except share data) | June 30, 2025 | December 31, 2024 | |||||||||
| 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. | June 2025 Form 10-Q | 3 | |||||||
Financial Statements
DELTA AIR LINES, INC.
Condensed Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions, except per share data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Operating Revenue: | |||||||||||||||||||||||
| Passenger | $ | $ | $ | $ | |||||||||||||||||||
| Cargo | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total operating revenue | |||||||||||||||||||||||
| Operating Expense: | |||||||||||||||||||||||
| Salaries and related costs | |||||||||||||||||||||||
| Aircraft fuel and related taxes | |||||||||||||||||||||||
| Ancillary businesses and refinery | |||||||||||||||||||||||
| Contracted services | |||||||||||||||||||||||
| Landing fees and other rents | |||||||||||||||||||||||
| Regional carrier expense | |||||||||||||||||||||||
| Aircraft maintenance materials and outside repairs | |||||||||||||||||||||||
| Passenger commissions and other selling expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Passenger service | |||||||||||||||||||||||
| Profit sharing | |||||||||||||||||||||||
| Aircraft rent | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total operating expense | |||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Non-Operating Income/(Expense): | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Gain/(loss) on investments, net | ( | ( | |||||||||||||||||||||
| 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. | June 2025 Form 10-Q | 4 | |||||||
Financial Statements
DELTA AIR LINES, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| 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 | ( | ( | |||||||||
| Redemption of short-term investments | |||||||||||
| Other, net | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Proceeds from long-term obligations | |||||||||||
| Payments on debt and finance lease obligations | ( | ( | |||||||||
| Cash dividends | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net 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: | |||||||||||
| Right-of-use assets acquired or modified under operating leases | $ | $ | |||||||||
| Flight and ground equipment acquired or modified under finance leases | |||||||||||
| Operating leases converted to finance leases | |||||||||||
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: | |||||||||||
| June 30, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| 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. | June 2025 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, 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 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||
(1)Treasury shares were withheld for payment of taxes, at a weighted average price per share of $67.95 and $47.23 in the March 2025 quarter and June 2025 quarter, respectively.
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | ||||||||||||||||||||||
| (in millions, except per share data) | Shares | Amount | Shares | Amount | Total | |||||||||||||||||||||
Balance at December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||
Common stock issued for employee equity awards(1) | — | — | — | ( | ||||||||||||||||||||||
Balance at March 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||
Common stock issued for employee equity awards(1) | ( | — | ( | — | — | ( | ||||||||||||||||||||
Balance at June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||
(1)Treasury shares were withheld for payment of taxes, at a weighted average price per share of $39.83 and $50.04 in the March 2024 quarter and June 2024 quarter, respectively.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Delta Air Lines, Inc. | June 2025 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, 2024.
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 six months ended June 30, 2025 are not necessarily indicative of operating results for the entire year.
We reclassified certain prior period amounts to conform to the current period presentation. Unless otherwise noted, all amounts disclosed are stated before consideration of income taxes.
NOTE 2. REVENUE RECOGNITION
Passenger Revenue
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Ticket | $ | $ | $ | $ | |||||||||||||
| Loyalty travel awards | |||||||||||||||||
| Travel-related services | |||||||||||||||||
| Passenger revenue | $ | $ | $ | $ | |||||||||||||
Ticket
We recognized approximately $5.7 billion and $5.6 billion in passenger revenue during the six months ended June 30, 2025 and 2024, respectively, that had been recorded in our air traffic liability balance at the beginning of those periods.
Loyalty Travel Awards
Loyalty travel awards revenue is related to the redemption of mileage credits ("miles") for air travel. Our SkyMiles loyalty program allows customers to earn miles by flying on Delta, Delta Connection and other airlines that participate in the loyalty program. Customers can also earn miles through participating companies, such as credit card, retail, ridesharing, car rental and hotel companies, who purchase miles from us. Our most significant contract to sell miles relates to our co-brand credit card relationship with American Express. During the six months ended June 30, 2025 and 2024, total cash sales from marketing agreements related to our loyalty program were $4.0 billion and $3.6 billion, respectively, which are allocated to travel and other performance obligations.
Current Activity of the Loyalty Program. Miles are combined in one homogeneous pool and are not separately identifiable. Therefore, revenue is comprised of miles that were part of the loyalty program deferred revenue balance at the beginning of the period as well as miles that were issued during the period. The timing of mile redemptions can vary widely; however, the majority of miles have historically been redeemed within two years of being earned.
Delta Air Lines, Inc. | June 2025 Form 10-Q | 7 | |||||||
Notes to the Condensed Consolidated Financial Statements
The table below presents the activity of the current and noncurrent loyalty program deferred revenue and includes miles earned through travel and miles sold to participating companies, which are primarily through marketing agreements.
| Loyalty program activity | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Balance at January 1 | $ | $ | |||||||||
| Miles earned | |||||||||||
| Miles redeemed for air travel | ( | ( | |||||||||
| Miles redeemed for non-air travel and other | ( | ( | |||||||||
Balance at June 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 June 30, | Six Months Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Refinery | $ | $ | $ | $ | |||||||||||||
| Loyalty program | |||||||||||||||||
| Ancillary businesses | |||||||||||||||||
| Miscellaneous | |||||||||||||||||
| Other revenue | $ | $ | $ | $ | |||||||||||||
Revenue by Geographic Region
Operating revenue for the airline segment is recognized in a specific geographic region based on the origin, flight path and destination of each flight segment. A significant portion of the refinery segment's revenues typically consists of fuel sales to support the airline, which is eliminated in the Condensed Consolidated Financial Statements. The remaining operating revenue for the refinery segment is included in the domestic region. Our passenger and operating revenue by geographic region is summarized in the following tables:
| Passenger revenue by geographic region | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Domestic | $ | $ | $ | $ | |||||||||||||
| Atlantic | |||||||||||||||||
| Latin America | |||||||||||||||||
| Pacific | |||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
| Operating revenue by geographic region | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Domestic | $ | $ | $ | $ | |||||||||||||
| Atlantic | |||||||||||||||||
| Latin America | |||||||||||||||||
| Pacific | |||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
Delta Air Lines, Inc. | June 2025 Form 10-Q | 8 | |||||||
Notes to the Condensed Consolidated Financial Statements
NOTE 3. FAIR VALUE MEASUREMENTS
Assets/(Liabilities) Measured at Fair Value on a Recurring Basis
| (in millions) | June 30, 2025 | Level 1 | Level 2 | Level 3 | ||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||
| Restricted cash equivalents | ||||||||||||||
| Long-term investments and related | ||||||||||||||
| Fuel hedge contracts | ||||||||||||||
| (in millions) | December 31, 2024 | 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 proceeds from debt issued to finance, among other things, a portion of the construction costs for our new terminal facilities at New York's LaGuardia Airport as well as certain self-insurance obligations and airport commitments. Restricted cash equivalents are recorded in other noncurrent assets and prepaid expenses and other on our Consolidated Balance Sheet ("balance sheet"). The fair value of these cash equivalents is based on a market approach using prices generated by market transactions involving identical or comparable assets.
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.
Delta Air Lines, Inc. | June 2025 Form 10-Q | 9 | |||||||
Notes to the Condensed Consolidated Financial Statements
NOTE 4. INVESTMENTS
| Equity investments ownership interest and carrying value | |||||||||||||||||||||||
| Accounting Treatment | Ownership Interest | Carrying Value | |||||||||||||||||||||
| (in millions) | June 30, 2025 | December 31, 2024 | June 30, 2025 | December 31, 2024 | |||||||||||||||||||
| Air France-KLM | Fair Value | % | % | $ | $ | ||||||||||||||||||
| China Eastern | Fair Value | % | % | ||||||||||||||||||||
| Grupo Aeroméxico | Equity Method | % | % | ||||||||||||||||||||
| Hanjin KAL | Fair Value(1) | % | % | ||||||||||||||||||||
| LATAM | Fair Value | % | % | ||||||||||||||||||||
| Unifi Aviation | Equity Method | % | % | ||||||||||||||||||||
| Wheels Up | Fair Value(2) | % | % | ||||||||||||||||||||
| Other investments | Various | ||||||||||||||||||||||
| Equity investments | $ | $ | |||||||||||||||||||||
(1)At June 30, 2025, 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 %.
NOTE 5. DEBT
| Summary of outstanding debt by category | ||||||||||||||||||||||||||
| (in millions) | Maturity Dates | Interest Rate(s) Per Annum at June 30, 2025 | June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Unsecured Notes | 2026 | to | 2030 | to | $ | $ | ||||||||||||||||||||
Unsecured Payroll Support Program Loans(1) | 2031 | |||||||||||||||||||||||||
| Financing arrangements secured by SkyMiles assets: | ||||||||||||||||||||||||||
SkyMiles Notes(2) | 2025 | to | 2028 | and | ||||||||||||||||||||||
SkyMiles Term Loan(2)(3) | 2025 | to | 2027 | |||||||||||||||||||||||
NYTDC Special Facilities Revenue Bonds(2) | 2026 | to | 2045 | to | ||||||||||||||||||||||
| Financing arrangements secured by aircraft: | ||||||||||||||||||||||||||
Certificates(2) | 2025 | to | 2028 | to | ||||||||||||||||||||||
Notes(2)(3) | 2025 | to | 2033 | to | ||||||||||||||||||||||
| Financing arrangements secured by slots, gates and/or routes: | ||||||||||||||||||||||||||
| Senior Secured Notes | 2025 | |||||||||||||||||||||||||
| Other financings | 2030 | |||||||||||||||||||||||||
Corporate Revolving Credit Facility(3) | 2026 | to | 2028 | Undrawn | ||||||||||||||||||||||
Other revolving credit facilities(3) | 2026 | 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)Interest rates on the Payroll Support Program ("PSP") Loans are 1.00 % for the first five years and the applicable SOFR plus 2.00 % in the final five years . The applicable interest rates will begin to adjust for the outstanding loans in January 2026 and April 2026.
(2)Due in installments during the years shown above.
(3)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.
Delta Air Lines, Inc. | June 2025 Form 10-Q | 10 | |||||||
Notes to the Condensed Consolidated Financial Statements
2025 Unsecured Notes
In June 2025, we issued $2.0 billion in aggregate principal amounts of unsecured notes, consisting of $1.0 billion of 4.95 % Notes due 2028 and $1.0 billion of 5.25 % Notes due 2030 (collectively, the "Notes"). The Notes are included in Unsecured Notes in the table above. The net proceeds from the offering of the Notes were used to repay the PSP loan due 2030 included in Unsecured Payroll Support Program Loans in the table above and for general corporate purposes.
Availability Under Revolving Credit Facilities
As of June 30, 2025, 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) | June 30, 2025 | December 31, 2024 | ||||||
| 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 June 30, 2025.
Delta Air Lines, Inc. | June 2025 Form 10-Q | 11 | |||||||
Notes to the Condensed Consolidated Financial Statements
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 | Other Postretirement and Postemployment Benefits | ||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
Three Months Ended June 30, | |||||||||||||||||
Service cost(1) | $ | $ | $ | $ | |||||||||||||
| Interest cost | |||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ||||||||||||||
| Amortization of prior service credit | ( | ( | |||||||||||||||
| Recognized net actuarial loss | |||||||||||||||||
| Net periodic cost | $ | $ | $ | $ | |||||||||||||
Six Months Ended June 30, | |||||||||||||||||
Service cost(1) | $ | $ | $ | $ | |||||||||||||
| 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. There is no service cost associated with traditional frozen defined benefit plans.
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.
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 $16.8 billion at June 30, 2025.
Aircraft purchase commitments(1) | |||||
| (in millions) | Total | ||||
| Six months ending December 31, 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 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. During the six months ended June 30, 2025, we were notified that certain aircraft deliveries would be delayed from 2026 into future years. These new delivery dates are reflected in the table above.
Delta Air Lines, Inc. | June 2025 Form 10-Q | 12 | |||||||
Notes to the Condensed Consolidated Financial Statements
Our future aircraft purchase commitments included the following aircraft at June 30, 2025:
| Aircraft purchase commitments by fleet type | |||||
| Aircraft Type | Purchase Commitments | ||||
| A220-300 | |||||
| A321-200neo | |||||
| A330-900neo | |||||
| A350-900 | |||||
| A350-1000 | |||||
| B-737-10 | |||||
| Total | |||||
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, 2025 | $ | ( | $ | $ | $ | ( | ||||||||
| Changes in value | ( | ( | ||||||||||||
Reclassifications into earnings(1) | ( | |||||||||||||
Balance at June 30, 2025 | $ | ( | $ | $ | $ | ( | ||||||||
Balance at January 1, 2024 | $ | ( | $ | $ | $ | ( | ||||||||
| Changes in value | ||||||||||||||
Reclassifications into earnings(1) | ( | |||||||||||||
Balance at June 30, 2024 | $ | ( | $ | $ | $ | ( | ||||||||
(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. | June 2025 Form 10-Q | 13 | |||||||
Notes to the Condensed Consolidated Financial Statements
NOTE 9. SEGMENTS
Refinery Operations
Our refinery segment operates for the benefit of the airline segment by providing jet fuel to the airline segment from its own production and from jet fuel obtained through agreements with third parties. The refinery's production consists of jet fuel, as well as non-jet fuel products. We use several counterparties to exchange non-jet fuel products produced by the refinery for jet fuel consumed in our airline operations.
Segment Reporting
Segment results are prepared based on our internal accounting methods described below, with reconciliations to consolidated amounts in accordance with GAAP. Our segments are not designed to measure operating income or loss directly related to the products and services included in each segment on a stand-alone basis.
| Financial information by segment | ||||||||||||||||||||
| (in millions) | Airline | Refinery | Intersegment Sales/Other | Consolidated | ||||||||||||||||
Three Months Ended June 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/(loss)(4) | ( | |||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||
| Other non-operating income | ( | ( | ||||||||||||||||||
| Income/(loss) before income taxes | ( | |||||||||||||||||||
| Total assets, end of period | ( | |||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||
Three Months Ended June 30, 2024 | ||||||||||||||||||||
| 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 expense | ||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||
| Total assets, end of period | ( | |||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||
(1)See table below for detail of the intersegment operating revenue amounts.
(2)Refinery cost of goods sold are included within aircraft fuel and related taxes and ancillary businesses and refinery in our income statement.
(3)The nature of other segment items for the airline segment are shown on our income statement and for the refinery segment include 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. | June 2025 Form 10-Q | 14 | |||||||
Notes to the Condensed Consolidated Financial Statements
| Financial information by segment | ||||||||||||||||||||
| (in millions) | Airline | Refinery | Intersegment Sales/Other | Consolidated | ||||||||||||||||
Six Months Ended June 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/(loss)(4) | ( | |||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||
| Other non-operating income | ( | ( | ||||||||||||||||||
| Income/(loss) before income taxes | ( | |||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||
Six Months Ended June 30, 2024 | ||||||||||||||||||||
| 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 expense | ||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||
(1)See table below for detail of the intersegment operating revenue amounts.
(2)Refinery cost of goods sold are included within aircraft fuel and related taxes and ancillary businesses and refinery in our income statement.
(3)The nature of other segment items for the airline segment are shown on our income statement and for the refinery segment include 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.
| Intersegment Sales/Other | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
Sales to airline segment(1) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
Exchanged products(2) | ( | ( | ( | ( | |||||||||||||
Sales of refined products | ( | ( | ( | ( | |||||||||||||
| Total operating revenue intersegment sales/other | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
(1)Represents transfers, valued on a market price basis, from the refinery to the airline segment for use in airline operations. We determine market price for jet fuel from the refinery by reference to the market index for the primary delivery location, which is New York Harbor.
(2)Represents value of products delivered under our exchange agreements, as discussed above, determined on a market price basis.
Delta Air Lines, Inc. | June 2025 Form 10-Q | 15 | |||||||
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. The following table shows the computation of basic and diluted earnings per share:
| Basic and diluted earnings per share | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| (in millions, except per share data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| 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. | June 2025 Form 10-Q | 16 | |||||||
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 2024 Form 10-K.
June 2025 Quarter Financial Highlights
Our operating income for the June 2025 quarter was $2.1 billion, a decrease of $165 million compared to the June 2024 quarter.
Revenue. Compared to the June 2024 quarter, our total revenue decreased $10 million. Passenger revenue increased $26 million compared to the June 2024 quarter on an increase in revenue for premium products and loyalty travel awards, partially offset by a decline in main cabin due to reduced consumer and corporate confidence caused by macroeconomic uncertainty particularly early in the June 2025 quarter. Total revenue, adjusted (a non-GAAP financial measure, which excludes revenue related to refinery sales to third parties) increased in the June 2025 quarter by $100 million, or 1%, compared to the June 2024 quarter.
Operating Expense. Total operating expense in the June 2025 quarter increased $155 million, or 1%, compared to the June 2024 quarter, primarily due to costs associated with a 4% increase in capacity, higher employee costs from increased wages, and increased landing fees and other rents largely offset by lower aircraft fuel and related taxes. Total operating expense, adjusted (a non-GAAP financial measure, which primarily excludes expenses related to refinery sales to third parties) in the June 2025 quarter increased $320 million, or 2%, compared to the June 2024 quarter, primarily due to costs associated with the increase in capacity, largely offset by lower aircraft fuel and related taxes.
Our total operating cost per available seat mile ("CASM") decreased 3% compared to the June 2024 quarter, while non-fuel unit cost ("CASM-Ex", a non-GAAP financial measure) increased 2.7%.
Cash Flow. Our cash, cash equivalents, short-term investments and aggregate undrawn principal amount available under our revolving credit facilities ("liquidity") as of June 30, 2025 was $6.4 billion.
During the June 2025 quarter, operating activities generated $1.9 billion, primarily from ticket sales and the sale of SkyMiles to our partners. Total cash sales to American Express were approximately $2.0 billion in the June 2025 quarter, an increase of approximately 10% compared to the June 2024 quarter.
Cash flows used in investing activities during the quarter totaled $1.2 billion primarily from capital expenditures. These operating and investing activities yielded free cash flow (a non-GAAP financial measure) of $733 million in the June 2025 quarter. Additionally, we issued $2.0 billion in aggregate principal amount of unsecured notes and had cash outflows of $2.9 billion related to repayments of our debt and finance leases, including using a portion of the proceeds from the notes offering to repay the Payroll Support Program loan due 2030 ("PSP1 Loan").
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. | June 2025 Form 10-Q | 17 | |||||||
Item 2. MD&A - Results of Operations
Results of Operations - Three Months Ended June 30, 2025 and 2024
Total Operating Revenue
Three Months Ended June 30, | Increase (Decrease) | % Increase (Decrease) | ||||||||||||
(in millions)(1) | 2025 | 2024 | ||||||||||||
| Ticket - Main cabin | $ | 6,347 | $ | 6,716 | $ | (369) | (5) | % | ||||||
| Ticket - Premium products | 5,899 | 5,633 | 266 | 5 | % | |||||||||
| Loyalty travel awards | 1,092 | 975 | 117 | 12 | % | |||||||||
| Travel-related services | 529 | 517 | 12 | 2 | % | |||||||||
| Passenger revenue | $ | 13,867 | $ | 13,841 | $ | 26 | — | % | ||||||
| Cargo | 212 | 199 | 13 | 7 | % | |||||||||
| Other | 2,569 | 2,618 | (49) | (2) | % | |||||||||
| Total operating revenue | $ | 16,648 | $ | 16,658 | $ | (10) | — | % | ||||||
| TRASM (cents) | 21.44 | ¢ | 22.31 | ¢ | (0.87) | ¢ | (4) | % | ||||||
Third-party refinery sales | (1.47) | (1.68) | 0.21 | (13) | % | |||||||||
TRASM, adjusted(2) | 19.97 | ¢ | 20.64 | ¢ | (0.67) | ¢ | (3) | % | ||||||
(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 June 2024 quarter, total revenue decreased $10 million, due to a decrease in main cabin ticket revenue offset by strength in demand for premium products and long-haul international travel.
Passenger Revenue by Geographic Region
Increase (Decrease) vs. Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| (in millions) | Three Months Ended June 30, 2025 | Passenger Revenue | RPMs (Traffic) | ASMs (Capacity) | Passenger Mile Yield | PRASM | Load Factor | |||||||||||||||||||
| Domestic | $ | 9,318 | (1) | % | — | % | 4 | % | (1) | % | (5) | % | (3) | pts | ||||||||||||
| Atlantic | 2,872 | 2 | % | 3 | % | 4 | % | (2) | % | (2) | % | — | pts | |||||||||||||
| Latin America | 954 | (1) | % | (1) | % | (1) | % | — | % | — | % | — | pts | |||||||||||||
| Pacific | 723 | 11 | % | 18 | % | 11 | % | (6) | % | (1) | % | 5 | pts | |||||||||||||
| Total | $ | 13,867 | — | % | 2 | % | 4 | % | (2) | % | (4) | % | (1.8) | pts | ||||||||||||
Domestic
Domestic passenger revenue decreased 1% in the June 2025 quarter compared to the June 2024 quarter on a 4% increase in capacity. Domestic revenue decreased due to a reduction in main cabin ticket revenue on reduced consumer and corporate demand caused by macroeconomic uncertainty particularly early in the June 2025 quarter.
International
International passenger revenue for the June 2025 quarter increased compared to the June 2024 quarter. The Atlantic region continues to experience strong demand for travel as we expanded service to European destinations compared to the prior year. Our Pacific region revenue reflects the continued maturation of our joint ventures and network restoration.
Delta Air Lines, Inc. | June 2025 Form 10-Q | 18 | |||||||
Item 2. MD&A - Results of Operations
Other Revenue
Three Months Ended June 30, | Increase (Decrease) | % Increase (Decrease) | ||||||||||||
| (in millions) | 2025 | 2024 | ||||||||||||
| Refinery | $ | 1,141 | $ | 1,251 | $ | (110) | (9) | % | ||||||
| Loyalty program | 855 | 836 | 19 | 2 | % | |||||||||
| Ancillary businesses | 264 | 213 | 51 | 24 | % | |||||||||
| Miscellaneous | 309 | 318 | (9) | (3) | % | |||||||||
| Other revenue | $ | 2,569 | $ | 2,618 | $ | (49) | (2) | % | ||||||
Refinery. Refinery sales to third parties decreased $110 million compared to the June 2024 quarter. See "Refinery Segment" below for additional details on the refinery's operations, including third party refinery sales.
Loyalty Program. This relates to revenues from brand usage by third parties and other performance obligations embedded in miles sold, as well as redemption of miles for non-air travel and other awards. These revenues are mainly driven by customer spend on American Express cards and new cardholder acquisitions.
Ancillary Businesses. This includes revenues from aircraft maintenance services we provide to third parties and our vacation package operations. The increase is attributable to higher volume of engine repairs by our aircraft maintenance services operation during the current quarter.
Miscellaneous. This is primarily composed of revenues related to lounge access, including access provided to certain American Express cardholders, codeshare agreements and certain other commercial relationships.
Delta Air Lines, Inc. | June 2025 Form 10-Q | 19 | |||||||
Item 2. MD&A - Results of Operations
Operating Expense
Three Months Ended June 30, | Increase (Decrease) | % Increase (Decrease) | ||||||||||||
| (in millions) | 2025 | 2024 | ||||||||||||
| Salaries and related costs | $ | 4,402 | $ | 4,012 | $ | 390 | 10 | % | ||||||
| Aircraft fuel and related taxes | 2,458 | 2,813 | (355) | (13) | % | |||||||||
| Ancillary businesses and refinery | 1,409 | 1,463 | (54) | (4) | % | |||||||||
| Contracted services | 1,155 | 1,041 | 114 | 11 | % | |||||||||
| Landing fees and other rents | 878 | 766 | 112 | 15 | % | |||||||||
| Regional carrier expense | 651 | 580 | 71 | 12 | % | |||||||||
| Aircraft maintenance materials and outside repairs | 591 | 684 | (93) | (14) | % | |||||||||
| Passenger commissions and other selling expenses | 673 | 672 | 1 | — | % | |||||||||
| Depreciation and amortization | 602 | 620 | (18) | (3) | % | |||||||||
| Passenger service | 482 | 463 | 19 | 4 | % | |||||||||
| Profit sharing | 470 | 519 | (49) | (9) | % | |||||||||
| Aircraft rent | 137 | 138 | (1) | (1) | % | |||||||||
| Other | 638 | 620 | 18 | 3 | % | |||||||||
| Total operating expense | $ | 14,546 | $ | 14,391 | $ | 155 | 1 | % | ||||||
Salaries and Related Costs. The increase in salaries and related costs primarily resulted from the implementation of base pay increases for eligible employees of 5% effective June 1, 2024 and 4% effective June 1, 2025, and 4% for Delta pilots on January 1, 2025.
Aircraft Fuel and Related Taxes. Aircraft fuel and related taxes decreased $355 million compared to the June 2024 quarter primarily due to a 17% decrease in the market price of jet fuel partially offset by an increase in consumption consistent with the 4% increase in capacity. We expect that fuel consumption for the remainder of 2025 will increase compared to 2024 aligned with capacity, partially offset by improvements in the fuel efficiency from our new aircraft acquisitions. The refinery generated a one cent incremental cost per gallon compared to a benefit of six cents per gallon in the June 2024 quarter. We expect jet fuel prices to remain volatile.
See "Refinery Segment" below for additional details on the refinery's operations.
| Fuel expense and average price per gallon | ||||||||||||||||||||
| Average Price Per Gallon | ||||||||||||||||||||
Three Months Ended June 30, | Increase (Decrease) | Three Months Ended June 30, | Increase (Decrease) | |||||||||||||||||
(in millions, except per gallon data) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
Fuel purchase cost(1) | $ | 2,502 | $ | 2,872 | $ | (370) | $ | 2.25 | $ | 2.70 | $ | (0.45) | ||||||||
| Fuel hedge impact | (54) | 1 | (55) | (0.05) | — | (0.05) | ||||||||||||||
| Refinery segment impact | 10 | (60) | 70 | 0.01 | (0.06) | 0.07 | ||||||||||||||
| Total fuel expense | $ | 2,458 | $ | 2,813 | $ | (355) | $ | 2.21 | $ | 2.64 | $ | (0.43) | ||||||||
(1)Market price for jet fuel at airport locations, including related taxes and transportation costs.
Contracted Services. The increase in contracted services results from inflationary rate increases in our operations and volume increases on a 4% increase in capacity.
Landing Fees and Other Rents. The increase in landing fees and other rents resulted from higher rates charged by airports following extensive redevelopment projects at numerous facilities and more flights compared to the June 2024 quarter.
Regional Carrier Expense. The increase in regional carrier expense primarily resulted from higher volume of regional flights.
Aircraft Maintenance Materials and Outside Repairs. The decrease in aircraft maintenance materials and outside repairs expense primarily resulted from the timing of maintenance activities.
Delta Air Lines, Inc. | June 2025 Form 10-Q | 20 | |||||||
Item 2. MD&A - Results of Operations
Results of Operations - Six Months Ended June 30, 2025 and 2024
Total Operating Revenue
Six Months Ended June 30, | Increase (Decrease) | % Increase (Decrease) | ||||||||||||
(in millions)(1) | 2025 | 2024 | ||||||||||||
| Ticket - Main cabin | $ | 11,709 | $ | 12,141 | $ | (432) | (4) | % | ||||||
| Ticket - Premium products | 10,605 | 10,041 | 564 | 6 | % | |||||||||
| Loyalty travel awards | 2,033 | 1,820 | 213 | 12 | % | |||||||||
| Travel-related services | 1,000 | 970 | 30 | 3 | % | |||||||||
| Passenger revenue | $ | 25,347 | $ | 24,972 | $ | 375 | 2 | % | ||||||
| Cargo | 421 | 377 | 44 | 12 | % | |||||||||
| Other | 4,920 | 5,057 | (137) | (3) | % | |||||||||
| Total operating revenue | $ | 30,688 | $ | 30,406 | $ | 282 | 1 | % | ||||||
| TRASM (cents) | 21.01 | ¢ | 21.69 | ¢ | (0.68) | ¢ | (3) | % | ||||||
Third-party refinery sales | (1.51) | (1.74) | 0.23 | (13) | % | |||||||||
TRASM, adjusted(2) | 19.50 | ¢ | 19.95 | ¢ | (0.45) | ¢ | (2) | % | ||||||
(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 six months ended June 30, 2024 are consistent with the discussion above under Results of Operations - Three Months Ended June 30, 2025 and 2024.
Compared to the six months ended June 30, 2024, total revenue increased $282 million, or 1%, due primarily to a 4% increase in capacity resulting from strength in demand for premium products and long-haul international travel partially offset by a decrease in main cabin ticket revenue.
Passenger Revenue by Geographic Region
Increase (Decrease) vs. Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| (in millions) | Six Months Ended June 30, 2025 | Passenger Revenue | RPMs (Traffic) | ASMs (Capacity) | Passenger Mile Yield | PRASM | Load Factor | |||||||||||||||||||
| Domestic | $ | 17,418 | — | % | — | % | 4 | % | — | % | (4) | % | (3) | pts | ||||||||||||
| Atlantic | 4,245 | 3 | % | 2 | % | 1 | % | 1 | % | 2 | % | 1 | pt | |||||||||||||
| Latin America | 2,288 | 3 | % | 3 | % | 4 | % | — | % | (1) | % | (1) | pt | |||||||||||||
| Pacific | 1,396 | 13 | % | 22 | % | 14 | % | (7) | % | — | % | 5 | pts | |||||||||||||
| Total | $ | 25,347 | 2 | % | 2 | % | 4 | % | (1) | % | (3) | % | (1.6) | pts | ||||||||||||
Domestic passenger revenue for the six months ended June 30, 2025 increased slightly on higher capacity compared to the six months ended June 30, 2024. International passenger revenue for the six months ended June 30, 2025 increased 4% on 4% higher capacity compared to the six months ended June 30, 2024 due to strong demand for international travel, particularly to leisure destinations.
Other Revenue
Six Months Ended June 30, | Increase (Decrease) | % Increase (Decrease) | ||||||||||||
| (in millions) | 2025 | 2024 | ||||||||||||
| Refinery | $ | 2,203 | $ | 2,436 | $ | (233) | (10) | % | ||||||
| Loyalty program | 1,662 | 1,631 | 31 | 2 | % | |||||||||
| Ancillary businesses | 453 | 393 | 60 | 15 | % | |||||||||
| Miscellaneous | 602 | 597 | 5 | 1 | % | |||||||||
| Other revenue | $ | 4,920 | $ | 5,057 | $ | (137) | (3) | % | ||||||
Delta Air Lines, Inc. | June 2025 Form 10-Q | 21 | |||||||
Item 2. MD&A - Results of Operations
Operating Expense
Six Months Ended June 30, | Increase (Decrease) | % Increase (Decrease)(1) | ||||||||||||
| (in millions) | 2025 | 2024 | ||||||||||||
| Salaries and related costs | $ | 8,485 | $ | 7,803 | $ | 682 | 9 | % | ||||||
| Aircraft fuel and related taxes | 4,869 | 5,410 | (541) | (10) | % | |||||||||
| Ancillary businesses and refinery | 2,659 | 2,833 | (174) | (6) | % | |||||||||
| Contracted services | 2,276 | 2,065 | 211 | 10 | % | |||||||||
| Landing fees and other rents | 1,729 | 1,515 | 214 | 14 | % | |||||||||
| Regional carrier expense | 1,264 | 1,130 | 134 | 12 | % | |||||||||
| Aircraft maintenance materials and outside repairs | 1,237 | 1,363 | (126) | (9) | % | |||||||||
| Passenger commissions and other selling expenses | 1,224 | 1,222 | 2 | — | % | |||||||||
| Depreciation and amortization | 1,209 | 1,235 | (26) | (2) | % | |||||||||
| Passenger service | 912 | 876 | 36 | 4 | % | |||||||||
| Profit sharing | 594 | 644 | (50) | (8) | % | |||||||||
| Aircraft rent | 274 | 274 | — | — | % | |||||||||
| Other | 1,285 | 1,155 | 130 | 11 | % | |||||||||
| Total operating expense | $ | 28,017 | $ | 27,525 | $ | 492 | 2 | % | ||||||
Unless otherwise discussed below, the changes in operating expense line items, as well as the underlying reasons for these changes, compared to the six months ended June 30, 2024 are consistent with the discussion above under Results of Operations - Three Months Ended June 30, 2025 and 2024.
Aircraft Fuel and Related Taxes. Aircraft fuel and related taxes decreased $541 million compared to the six months ended June 30, 2024 due to a 15% decrease in the market price per gallon of jet fuel. The refinery generated a one cent incremental cost per gallon compared to a benefit of five cents per gallon in the six months ended June 30, 2024.
See "Refinery Segment" below for additional details on the refinery's operations.
| Fuel expense and average price per gallon | ||||||||||||||||||||
| Average Price Per Gallon | ||||||||||||||||||||
Six Months Ended June 30, | Increase (Decrease) | Six Months Ended June 30, | Increase (Decrease) | |||||||||||||||||
(in millions, except per gallon data) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
Fuel purchase cost(1) | $ | 4,891 | $ | 5,490 | $ | (599) | $ | 2.34 | $ | 2.75 | $ | (0.41) | ||||||||
| Fuel hedge impact | (32) | 28 | (60) | (0.02) | 0.01 | (0.03) | ||||||||||||||
| Refinery segment impact | 10 | (108) | 118 | 0.01 | (0.05) | 0.06 | ||||||||||||||
| Total fuel expense | $ | 4,869 | $ | 5,410 | $ | (541) | $ | 2.33 | $ | 2.71 | $ | (0.38) | ||||||||
(1)Market price for jet fuel at airport locations, including related taxes and transportation costs.
Other. The increase in other is primarily due to higher volume-related expenses associated with increased capacity, such as flight crew and other employee travel and incidental costs.
Delta Air Lines, Inc. | June 2025 Form 10-Q | 22 | |||||||
Item 2. MD&A - Non-Operating Results
Non-Operating Results
Three Months Ended June 30, | Favorable (Unfavorable) | Six Months Ended June 30, | Favorable (Unfavorable) | |||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
| Interest expense, net | $ | (172) | $ | (188) | $ | 16 | $ | (350) | $ | (394) | $ | 44 | ||||||||
| Gain/(loss) on investments, net | 735 | (196) | 931 | 696 | (423) | 1,119 | ||||||||||||||
| Loss on extinguishment of debt | (20) | (32) | 12 | (20) | (36) | 16 | ||||||||||||||
| Miscellaneous, net | (71) | (78) | 7 | (102) | (133) | 31 | ||||||||||||||
| Total non-operating expense, net | $ | 472 | $ | (494) | $ | 966 | $ | 224 | $ | (986) | $ | 1,210 | ||||||||
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 2024, we made payments of $4.0 billion related to our debt and finance lease obligations. We have continued to pay down our debt during the six months ended June 30, 2025 with $3.5 billion of payments on debt and finance lease obligations. During the June 2025 quarter, we issued $2.0 billion in aggregate principal amount of unsecured notes and used a portion of the proceeds to repay the PSP1 Loan. The new unsecured notes carry a lower interest rate than the PSP1 Loan repaid. We continue to seek opportunities to pre-pay our debt, in addition to periodic amortization and scheduled maturities, and refinance higher cost debt.
Gain/(loss) on investments, net. Changes in the valuation of investments accounted for at fair value are recorded in gain/(loss) on investments, net and are driven by changes in stock prices, foreign currency fluctuations and other valuation techniques for investments in certain companies, particularly those without publicly-traded shares. See Note 4 of the Notes to the Condensed Consolidated Financial Statements for additional information on our equity investments measured at fair value on a recurring basis.
Loss on extinguishment of debt. Loss on extinguishment of debt reflects the losses incurred in the early repayment of certain loans and notes.
Miscellaneous, net. Miscellaneous, net primarily includes employee benefit plans net periodic cost, charitable contributions, our share of our equity method investments' results, dividends received from our equity investees and foreign exchange gains/(losses).
Income Taxes
We project our annual effective tax rate for 2025 will be between 22% and 25%. In certain periods, we may have adjustments to our net deferred tax liabilities as a result of changes in prior year estimates, mark-to-market adjustments on our equity investments and tax laws enacted during the period, which will impact the effective tax rate for that period.
Delta Air Lines, Inc. | June 2025 Form 10-Q | 23 | |||||||
Item 2. MD&A - Refinery Segment
Refinery Segment
The refinery operated by Monroe primarily produces gasoline, diesel and jet fuel. Monroe exchanges non-jet fuel products the refinery produces with third parties for jet fuel consumed in our airline operations. The jet fuel produced and procured through exchanging gasoline and diesel fuel produced by the refinery typically provides approximately 200,000 barrels per day, or approximately 75% of our consumption, for use in our airline operations. The refinery regularly optimizes its sales and exchange activities based on market conditions. The refinery generated a small operating loss in the six months ended June 30, 2025 compared to operating income in the six months ended June 30, 2024, primarily as a result of lower pricing of refined products.
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 June 30, | Increase (Decrease) | Six Months Ended June 30, | Increase (Decrease) | |||||||||||||||||
| (in millions, except per gallon data) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
| Exchanged products | $ | 186 | $ | 361 | $ | (175) | $ | 527 | $ | 798 | $ | (271) | ||||||||
| Sales of refined products | 61 | 46 | 15 | 96 | 86 | 10 | ||||||||||||||
| Sales to airline segment | 332 | 393 | (61) | 592 | 780 | (188) | ||||||||||||||
| Third party refinery sales | 1,141 | 1,251 | (110) | 2,203 | 2,436 | (233) | ||||||||||||||
| Operating revenue | $ | 1,720 | $ | 2,051 | $ | (331) | $ | 3,418 | $ | 4,100 | $ | (682) | ||||||||
| Operating (loss)/income | $ | (10) | $ | 60 | $ | (70) | $ | (10) | $ | 108 | $ | (118) | ||||||||
| Refinery segment impact on airline average price per fuel gallon | $ | 0.01 | $ | (0.06) | $ | 0.07 | $ | 0.01 | $ | (0.05) | $ | 0.06 | ||||||||
Operating Statistics
Three Months Ended June 30, | % Increase (Decrease) | Six Months Ended June 30, | % Increase (Decrease) | |||||||||||||||||||||||
Consolidated(1) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Revenue passenger miles (in millions) ("RPM") | 66,417 | 65,241 | 2 | % | 122,095 | 119,448 | 2 | % | ||||||||||||||||||
| Available seat miles (in millions) ("ASM") | 77,645 | 74,656 | 4 | % | 146,045 | 140,198 | 4 | % | ||||||||||||||||||
| Passenger mile yield | 20.88 | ¢ | 21.22 | ¢ | (2) | % | 20.76 | ¢ | 20.91 | ¢ | (1) | % | ||||||||||||||
| Passenger revenue per available seat mile ("PRASM") | 17.86 | ¢ | 18.54 | ¢ | (4) | % | 17.36 | ¢ | 17.81 | ¢ | (3) | % | ||||||||||||||
| Total revenue per available seat mile ("TRASM") | 21.44 | ¢ | 22.31 | ¢ | (4) | % | 21.01 | ¢ | 21.69 | ¢ | (3) | % | ||||||||||||||
TRASM, adjusted(2) | 19.97 | ¢ | 20.64 | ¢ | (3) | % | 19.50 | ¢ | 19.95 | ¢ | (2) | % | ||||||||||||||
| Cost per available seat mile ("CASM") | 18.73 | ¢ | 19.28 | ¢ | (3) | % | 19.18 | ¢ | 19.63 | ¢ | (2) | % | ||||||||||||||
CASM-Ex(2) | 13.49 | ¢ | 13.14 | ¢ | 2.7 | % | 13.93 | ¢ | 13.58 | ¢ | 2.6 | % | ||||||||||||||
| Passenger load factor | 86 | % | 87 | % | (1.8) | pts | 84 | % | 85 | % | (1.6) | pts | ||||||||||||||
| Fuel gallons consumed (in millions) | 1,112 | 1,066 | 4 | % | 2,088 | 1,998 | 5 | % | ||||||||||||||||||
Average price per fuel gallon(3) | $ | 2.21 | $ | 2.64 | (16) | % | $ | 2.33 | $ | 2.71 | (14) | % | ||||||||||||||
Average price per fuel gallon, adjusted(2)(3) | $ | 2.26 | $ | 2.64 | (14) | % | $ | 2.35 | $ | 2.69 | (13) | % | ||||||||||||||
(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. | June 2025 Form 10-Q | 24 | |||||||
Item 2. MD&A - Fleet Information
Fleet Information
Our operating aircraft fleet, purchase commitments and options at June 30, 2025 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 | 5.5 | |||||||||||||||||||||
| A220-300 | 33 | — | — | 33 | 2.4 | 67 | ||||||||||||||||||||
| A319-100 | 57 | — | — | 57 | 23.3 | |||||||||||||||||||||
| A320-200 | 50 | — | — | 50 | 28.9 | |||||||||||||||||||||
| A321-200 | 77 | 8 | 42 | 127 | 6.5 | |||||||||||||||||||||
| A321-200neo | 76 | — | — | 76 | 1.8 | 79 | 70 | |||||||||||||||||||
| A330-200 | 11 | — | — | 11 | 20.2 | |||||||||||||||||||||
| A330-300 | 28 | — | 3 | 31 | 16.4 | |||||||||||||||||||||
| A330-900neo | 29 | 2 | 5 | 36 | 2.8 | 3 | 10 | |||||||||||||||||||
| A350-900 | 27 | — | 11 | 38 | 5.0 | 6 | 10 | |||||||||||||||||||
| A350-1000 | — | — | — | — | — | 20 | ||||||||||||||||||||
| B-717-200 | 79 | 1 | — | 80 | 23.8 | |||||||||||||||||||||
| B-737-800 | 73 | 4 | — | 77 | 23.8 | |||||||||||||||||||||
| B-737-900ER | 119 | 6 | 38 | 163 | 9.5 | |||||||||||||||||||||
| B-737-10 | — | — | — | — | — | 100 | 30 | |||||||||||||||||||
| B-757-200 | 80 | — | — | 80 | 27.0 | |||||||||||||||||||||
| B-757-300 | 16 | — | — | 16 | 22.4 | |||||||||||||||||||||
| B-767-300ER | 39 | — | — | 39 | 28.8 | |||||||||||||||||||||
| B-767-400ER | 21 | — | — | 21 | 24.5 | |||||||||||||||||||||
| Total | 860 | 21 | 99 | 980 | 14.8 | 275 | 120 | |||||||||||||||||||
(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 June 30, 2025.
| Regional aircraft information by fleet type and carrier | |||||||||||||||||
Fleet Type(1)(2) | |||||||||||||||||
| Carrier | CRJ-700 | CRJ-900 | Embraer 170 | Embraer 175 | Total | ||||||||||||
Endeavor Air, Inc.(3) | 17 | 121 | — | — | 138 | ||||||||||||
| SkyWest Airlines, Inc. | 5 | 35 | — | 87 | 127 | ||||||||||||
| Republic Airways, Inc. | — | — | 11 | 46 | 57 | ||||||||||||
| Total | 22 | 156 | 11 | 133 | 322 | ||||||||||||
(1)We own 201 and have operating leases for two of these regional aircraft. The remainder are owned or leased by SkyWest Airlines, Inc. or Republic Airways, Inc.
(2)Excluded from the total operating count above are three owned CRJ-700 aircraft and one operating leased CRJ-900 aircraft which are temporarily parked as of June 30, 2025.
(3)Endeavor Air, Inc. is a wholly owned subsidiary of Delta.
Delta Air Lines, Inc. | June 2025 Form 10-Q | 25 | |||||||
Item 2. MD&A - Financial Condition and Liquidity
Financial Condition and Liquidity
As of June 30, 2025, we had $6.4 billion in cash, cash equivalents, short-term investments and aggregate undrawn principal amount available under our revolving credit facilities. We expect to meet our liquidity needs for the next twelve months with cash and cash equivalents 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 June 30, 2025, 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 $4.2 billion and $4.9 billion in the six months ended June 30, 2025 and 2024. We expect to continue generating positive cash flows from operations during the remainder of 2025.
Our operating cash flow is impacted by the following factors:
Seasonality of Advance Ticket Sales. We sell tickets for air travel in advance of the customer's travel date. When we receive a cash payment at the time of sale, we record the cash received on advance sales as deferred revenue in air traffic liability. The air traffic liability typically increases during the winter and spring months as advance ticket sales grow prior to the summer peak travel season and decreases during the summer and fall months.
Fuel. Fuel expense represented approximately 17% and 20% of our total operating expense for the six months ended June 30, 2025 and 2024, respectively. The market price for jet fuel is volatile, which can impact the comparability of our periodic cash flows from operations. Fuel consumption was higher during the three and six months ended June 30, 2025 compared to the prior year period due to the increase in capacity. We expect that fuel consumption for the remainder of 2025 will increase compared to 2024 aligned with capacity, partially offset by improvements in the fuel efficiency from our new aircraft acquisitions.
Profit Sharing. We paid $1.4 billion in profit sharing payments in February 2025 related to our 2024 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 for each year in which we have an annual pre-tax profit, as defined by the terms of the program, we will pay a specified portion of that profit to eligible employees. In determining the amount of profit sharing, the program defines profit as pre-tax profit adjusted for profit sharing and certain other items. During the six months ended June 30, 2025, we accrued $594 million in profit sharing expense based on the year-to-date performance and current expectations for 2025 profit.
Sale of Miles to Participating Companies. Customers earn miles based on their spending with participating companies such as credit card, retail, ridesharing, car rental and hotel companies with which we have marketing agreements to sell miles. Payments are typically due to us monthly based on the volume of miles sold during the period. Our most significant contract to sell miles relates to our co-brand credit card relationship with American Express. Total cash sales to American Express were $3.9 billion in the six months ended June 30, 2025, an increase of 9% compared to the prior year period. See Note 2 of the Notes to the Condensed Consolidated Financial Statements for further information regarding the cash sales from marketing agreements.
Delta Air Lines, Inc. | June 2025 Form 10-Q | 26 | |||||||
Item 2. MD&A - Financial Condition and Liquidity
Investing Activities
Capital Expenditures. Our capital expenditures were $2.4 billion and $2.5 billion for the six months ended June 30, 2025 and 2024, respectively. We have committed to future aircraft purchases and have obtained, but are under no obligation to use, long-term financing commitments for a substantial portion of the purchase price of the aircraft. Our expected 2025 capital spend of approximately $5.0 billion will be primarily for aircraft, including deliveries and advance deposit payments, as well as fleet modifications and technology enhancements.
Financing Activities
Debt and Finance Leases. In the six months ended June 30, 2025, we had cash outflows of $3.5 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 June 2025, we issued $2.0 billion in aggregate principal amounts of unsecured notes, consisting of $1.0 billion of 4.95% Notes due 2028 and $1.0 billion of 5.25% Notes due 2030 (collectively, the "Notes"). The net proceeds from the offering of the Notes were used to repay the PSP1 Loan and for general corporate purposes.
In February 2025, Moody's credit rating agency upgraded its rating for Delta to Baa2, an investment grade rating.
See Note 5 of the Notes to the Condensed Consolidated Financial Statements for further information on our debt agreements.
Capital Return to Shareholders. On April 24, 2025, the Board of Directors approved a quarterly dividend of $0.15 per share which we paid on June 3, 2025 for total cash dividends of $97 million. Total cash dividends for the six months ended June 30, 2025 were $196 million.
On June 18, 2025, the Board of Directors approved a quarterly dividend of $0.1875 per share to shareholders of record as of July 31, 2025, which we will pay on August 21, 2025.
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 were repurchased under this program in the June 2025 quarter.
Covenants. We were in compliance with the covenants in our debt agreements at June 30, 2025.
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. | June 2025 Form 10-Q | 27 | |||||||
Item 2. MD&A - Supplemental Information
Supplemental Information
We sometimes use information (non-GAAP financial measures) that is derived from the Condensed Consolidated Financial Statements, but that is not presented in accordance with GAAP. Under the U.S. Securities and Exchange Commission rules, non-GAAP financial measures may be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.
Included below are reconciliations of non-GAAP measures used within this Form 10-Q to the most directly comparable GAAP financial measures. Reconciliations below may not calculate exactly due to rounding. These reconciliations include certain adjustments to GAAP measures to provide comparability between the reported periods, if applicable, and for the reasons indicated below:
•Third-party refinery sales. Refinery sales to third parties, and related expenses, are not related to our airline segment. Excluding these sales therefore provides a more meaningful comparison of our airline operations to the rest of the airline industry.
•MTM adjustments and settlements on hedges. Mark-to-market ("MTM") adjustments are defined as fair value changes recorded in periods other than the settlement period. Such fair value changes are not necessarily indicative of the actual settlement value of the underlying hedge in the contract settlement period, and therefore we remove this impact to allow investors to better understand and analyze our core performance. Settlements represent cash received or paid on hedge contracts settled during the applicable period.
•Aircraft fuel and related taxes. The volatility in fuel prices impacts the comparability of year-over-year financial performance. The adjustment for aircraft fuel and related taxes allows investors to better understand and analyze our non-fuel costs and year-over-year financial performance.
•Profit sharing. We adjust for profit sharing because this adjustment allows investors to better understand and analyze our recurring cost performance and provides a more meaningful comparison of our core operating costs to the airline industry.
| Total revenue, adjusted reconciliation | |||||||||||
Three Months Ended June 30, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Total revenue | $ | 16,648 | $ | 16,658 | |||||||
| Adjusted for: | |||||||||||
| Third-party refinery sales | (1,141) | (1,251) | |||||||||
| Total revenue, adjusted | $ | 15,507 | $ | 15,407 | |||||||
| Operating expense, adjusted reconciliation | |||||||||||
Three Months Ended June 30, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Operating expense | $ | 14,546 | $ | 14,391 | |||||||
| Adjusted for: | |||||||||||
| Third-party refinery sales | (1,141) | (1,251) | |||||||||
| MTM adjustments and settlements on hedges | 54 | (1) | |||||||||
| Operating expense, adjusted | $ | 13,458 | $ | 13,138 | |||||||
Delta Air Lines, Inc. | June 2025 Form 10-Q | 28 | |||||||
Item 2. MD&A - Supplemental Information
| Fuel expense, adjusted reconciliation | |||||||||||||||||
| Average Price Per Gallon | |||||||||||||||||
Three Months Ended June 30, | Three Months Ended June 30, | ||||||||||||||||
| (in millions, except per gallon data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Total fuel expense | $ | 2,458 | $ | 2,813 | $ | 2.21 | $ | 2.64 | |||||||||
| Adjusted for: | |||||||||||||||||
| MTM adjustments and settlements on hedges | 54 | (1) | 0.05 | — | |||||||||||||
| Total fuel expense, adjusted | $ | 2,512 | $ | 2,811 | $ | 2.26 | $ | 2.64 | |||||||||
| Average Price Per Gallon | |||||||||||||||||
Six Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| (in millions, except per gallon data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Total fuel expense | $ | 4,869 | $ | 5,410 | $ | 2.33 | $ | 2.71 | |||||||||
| Adjusted for: | |||||||||||||||||
| MTM adjustments and settlements on hedges | 32 | (28) | 0.02 | (0.01) | |||||||||||||
| Total fuel expense, adjusted | $ | 4,900 | $ | 5,382 | $ | 2.35 | $ | 2.69 | |||||||||
| TRASM, adjusted reconciliation | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| TRASM (cents) | 21.44 | ¢ | 22.31 | ¢ | 21.01 | ¢ | 21.69 | ¢ | |||||||||
| Adjusted for: | |||||||||||||||||
| Third-party refinery sales | (1.47) | (1.68) | (1.51) | (1.74) | |||||||||||||
| TRASM, adjusted | 19.97 | ¢ | 20.64 | ¢ | 19.50 | ¢ | 19.95 | ¢ | |||||||||
| CASM-Ex reconciliation | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| CASM (cents) | 18.73 | ¢ | 19.28 | ¢ | 19.18 | ¢ | 19.63 | ¢ | |||||||||
| Adjusted for: | |||||||||||||||||
| Aircraft fuel and related taxes | (3.17) | (3.77) | (3.33) | (3.86) | |||||||||||||
| Third-party refinery sales | (1.47) | (1.68) | (1.51) | (1.74) | |||||||||||||
| Profit sharing | (0.61) | (0.70) | (0.41) | (0.46) | |||||||||||||
| CASM-Ex | 13.49 | ¢ | 13.14 | ¢ | 13.93 | ¢ | 13.58 | ¢ | |||||||||
Delta Air Lines, Inc. | June 2025 Form 10-Q | 29 | |||||||
Item 2. MD&A - Supplemental Information
Free Cash Flow
The following table shows a reconciliation of net cash provided by operating and used in investing activities (GAAP measures) to free cash flow (a non-GAAP financial measure). We present free cash flow because management believes this metric is helpful to investors to evaluate the company's ability to generate cash that is available for use for debt service or general corporate initiatives. Adjustments include:
•Pension plan contributions. Cash flows related to pension funding are included in our GAAP operating activities. We adjust to exclude these contributions to allow investors to understand the cash flows related to our core operations.
•Net cash flows related to certain airport construction projects and other. Cash flows related to certain airport construction projects are included in our GAAP operating activities and capital expenditures. We have adjusted for these items because management believes investors should be informed that a portion of these capital expenditures from airport construction projects are either reimbursed by a third party or funded with restricted cash specific to these projects.
| Free cash flow reconciliation | |||||
| (in millions) | Three Months Ended June 30, 2025 | ||||
| Net cash provided by operating activities | $ | 1,856 | |||
| Net cash used in investing activities | (1,199) | ||||
| Adjusted for: | |||||
| Pension plan contributions | 47 | ||||
| Net cash flows related to certain airport construction projects and other | 28 | ||||
| Free cash flow | $ | 733 | |||
Delta Air Lines, Inc. | June 2025 Form 10-Q | 30 | |||||||
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 June 30, 2025 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 June 30, 2025, 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 June 2025 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 were repurchased under this program in the June 2025 quarter.
Shares purchased / withheld from employee awards during the June 2025 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 | ||||||||||
| April 2025 | 3,577 | $ | 42.35 | 3,577 | $ | — | ||||||||
| May 2025 | 2,977 | $ | 47.02 | 2,977 | $ | 1,000 | ||||||||
| June 2025 | 15,463 | $ | 48.40 | 15,463 | $ | 1,000 | ||||||||
| Total | 22,017 | 22,017 | ||||||||||||
Delta Air Lines, Inc. | June 2025 Form 10-Q | 31 | |||||||
ITEM 6. EXHIBITS
(a) Exhibits
| 3.1 (a) | ||||||||
| 3.1 (b) | ||||||||
| 3.2 | ||||||||
| 4.1 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 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 June 30, 2025, formatted in Inline XBRL (included in Exhibit 101) | |||||||
| * | Incorporated by reference. | |||||||
Delta Air Lines, Inc. | June 2025 Form 10-Q | 32 | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Delta Air Lines, Inc. | |||||
| (Registrant) | |||||
| /s/ William C. Carroll | |||||
| William C. Carroll | |||||
| Senior Vice President - Controller | |||||
| (Principal Accounting Officer) | |||||
| July 10, 2025 | |||||
Delta Air Lines, Inc. | June 2025 Form 10-Q | 33 | |||||||
Exhibit 10.1
TERMS OF 2025 RESTRICTED STOCK AWARD1
Participants: All members of Delta’s Board of Directors (the “Board”) who are not employees of Delta (“Non-Employee Directors”), which includes the Chair of the Board (the “Chair”). These directors are:
Christophe Beck | Michael P. Huerta | ||||
Maria Black | Judith J. McKenna | ||||
Willie CW Chiang | Vasant M. Prabhu | ||||
Greg Creed | Sergio A. L. Rial | ||||
David G. DeWalt | David S. Taylor (Chair) | ||||
Leslie D. Hale | Kathy N. Waller | ||||
Type of Award: Restricted Stock, as defined and granted under the Delta Air Lines, Inc. Performance Compensation Plan (the “Performance Compensation Plan”).
Grant Date: June 19, 2025
Number of
Shares: The number of shares of Restricted Stock granted to each
Non-Employee Director other than the Chair equals the result of the following formula: $200,000 divided by Y, where
Non-Employee Director other than the Chair equals the result of the following formula: $200,000 divided by Y, where
Y = the closing price of Delta Common Stock, par value $0.0001 per share, on the New York Stock Exchange on the Grant Date.
The number of shares of Restricted Stock granted to the Chair equals the result of the following formula: $320,000 divided by Y.
Partial Shares: Any partial shares resulting from the above formula will be ignored and the aggregate shares of Restricted Stock for each Non-Employee Director will be rounded up to the nearest whole ten shares.
Vesting: Each grant awarded to a Non-Employee Director under the terms of this Attachment A (a “2025 Grant”) will vest (the “Vesting Date”) on the earlier of (1) June 19, 2026 and (2) the date of Delta’s 2026 Annual Meeting of Stockholders, subject to such Non-Employee Director’s continued service as a member of the Board on the Vesting Date.
1 In accordance with these terms, each Non-Employee Director other than the Chair of the Board received 4,240 shares of Restricted Stock on June 19, 2025. This is equal to $200,000 divided by $47.20 (the closing price of Delta Common Stock on the New York Stock Exchange (“NYSE”) on June 19, 2025), rounded up to the nearest whole ten shares. The Chair of the Board received 6,780 shares of Restricted Stock on June 19, 2025. This is equal to $320,000 divided by $47.20 (the closing price of Delta Common Stock on the NYSE on June 19, 2025), rounded up to the nearest whole ten shares.
Accelerated
Vesting: Notwithstanding the foregoing, accelerated vesting will occur prior to the Vesting Date as follows: individual 2025 Grants will immediately vest on the date such Non-Employee Director ceases to be a member of the Board due to death, Disability or Retirement. For purposes of the 2025 Grant, (1) “Disability” means the Non-Employee Director’s inability to perform his or her duties as a member of the Board for a period of 180 or more days as a result of a demonstrable injury or disease and (2) “Retirement” means retiring from the Board (i) at or after age 52 with at least ten years of service as a director; (ii) at or after age 68 with at least five years of service as a director; or (iii) at the Non-Employee Director’s mandatory retirement date.
Forfeiture: Except as expressly set forth above, a Non-Employee Director will immediately forfeit any unvested Restricted Stock on the date such Non-Employee Director ceases to be a member of the Board for any reason, other than due to death, Disability or Retirement.
Dividends: In the event a cash dividend is paid with respect to shares of Delta Common Stock at a time during which the 2025 Grant is unvested, the Non-Employee Director will be eligible to receive the dividend when the 2025 Grant vests.
Exhibit 10.2
DELTA AIR LINES, INC.
PERFORMANCE COMPENSATION PLAN
(as amended and restated effective June 19, 2025)
PERFORMANCE COMPENSATION PLAN
(as amended and restated effective June 19, 2025)
Delta Air Lines, Inc. originally established, effective as of April 30, 2007, the Delta Air Lines, Inc. 2007 Performance Compensation Plan, which was amended, restated and renamed, the Delta Air Lines, Inc. Performance Compensation Plan (the “Plan”), effective as of June 10, 2016. The Plan is hereby amended and restated, effective as of June 19, 2025, subject to approval by the Company’s shareholders.
Section 1. Purpose. The purpose of the Plan is to enhance the incentive of those employees, members of the Board and other individuals who are expected to contribute significantly to the success of the Company and its Affiliates in achieving the Company’s short-term and long-term objectives and, in general, to further the best interests of the Company and its shareowners.
Section 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:
(a) “Act” means the Securities Exchange Act of 1934, as amended from time to time, and includes the applicable regulations promulgated thereunder.
(b) “Affiliate” means any entity that, directly or indirectly, controls or is controlled by or under common control with the Company.
(c) “Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award or Other Stock-Based Award granted under the Plan, which may be denominated or settled in Shares, cash or in such other forms as provided for herein.
(d) “Award Agreement” means any agreement, contract or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant, as determined by the Committee.
(e) “Board” means the board of directors of the Company.
(f) “Cause” unless otherwise provided in an applicable Award Agreement, means a Participant’s:
(i) continued, substantial failure to perform his duties with the Company or an Affiliate (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Participant which identifies the manner in which the Company or an Affiliate believes that the Participant has not performed his duties;
(ii) misconduct which is economically injurious to the Company or to any Affiliate;
(iii) conviction of, or plea of guilty or no contest to, a felony or any other crime involving moral turpitude, fraud, theft, embezzlement or dishonesty; or
(iv) material violation of any material Company or Affiliate policy or rule regarding conduct, which policy or rule has been communicated in writing to the Participant.
A Participant shall have at least 10 business days to cure, if curable, any of the events (other than clause (iii)) which could lead to his termination for Cause. For any Participant who is an Executive Vice President or more senior executive of the Company, a termination for Cause must be approved by a two-thirds vote of the entire Board.
(g) “Change in Control” unless otherwise provided in the applicable Award Agreement, means the occurrence of:
(i) any “person” (as defined in Section 13(d) of the Act) other than the Company, its Affiliates or an employee benefit plan or trust maintained by the Company or its Affiliates, becoming the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of more than 35% of the combined voting power of the Company’s then outstanding Voting Stock (excluding any “person” who becomes such a beneficial owner in connection with a transaction described in clause (A) of paragraph (iii) below), unless such person acquires beneficial ownership of more than 35% of the combined voting power of the Company’s Voting Stock then outstanding solely as a result of an acquisition of Company Voting Stock by the Company which, by reducing the Company Voting Stock outstanding, increases the proportionate Company Voting Stock beneficially owned by such person to more than 35% of the combined voting power of the Company’s Voting Stock then outstanding; provided, that if a person shall become the beneficial owner of more than 35% of the combined voting power of the Company’s Voting Stock then outstanding by reason of such Voting Stock acquisition by the Company and shall thereafter become the beneficial owner of any additional Company Voting Stock which causes the proportionate voting power of such Company Voting Stock beneficially owned by such person to increase to more than 35% of the combined voting power of such Voting Stock then outstanding, such person shall, upon becoming the beneficial owner of such additional Company Voting Stock, be deemed to have become the beneficial owner of more than 35% of the combined voting power of the Company’s Voting Stock then outstanding other than solely as a result of such Voting Stock acquisition by the Company;
(ii) at any time during a period of 12 consecutive months individuals who at the beginning of such period constituted the Board (and any new member of the Board, whose election by the Board or nomination for election by the Company’s shareowners was approved by a vote of at least two-thirds of the members of the Board then still in office who either were members of the Board at the beginning of the period or whose election or nomination for election
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was so approved), cease for any reason to constitute a majority of members then constituting the Board; or
(iii) the consummation of (A) a reorganization, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a reorganization, merger or consolidation which results in the Company’s Voting Stock outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or being converted into Voting Stock of the surviving entity or any parent thereof) more than 65% of the voting power of the Voting Stock or the total fair market value of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of assets of the Company having a total gross fair market value equal to more than 40% of the total gross Fair Market Value of all assets of the Company immediately prior to such transaction or transactions other than any such sale to an Affiliate.
Notwithstanding the foregoing, in no event shall a Change in Control be deemed to have occurred with respect to a Participant if the Participant is part of a “group,” within the meaning of Section 13(d)(3) of the Act, which consummates the Change in Control transaction. In addition, for purposes of the definition of Change in Control, a person engaged in business as an underwriter of securities shall not be deemed to be the beneficial owner of, or to beneficially own, any securities acquired through such person’s participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition.
(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and includes the applicable regulations promulgated thereunder.
(i) “Committee” means the Personnel and Compensation Committee of the Board, or such other committee as may be designated by the Board. If the Board does not designate the Committee, references herein to the “Committee” shall refer to the Board.
(j) “Company” means Delta Air Lines, Inc. or any successor thereto.
(k) “Disability” means long-term or permanent disability as determined under the disability plan of the Company or Affiliate applicable to the Participant.
(l) “Fair Market Value” means with respect to Shares, the closing price of a Share on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal stock exchange on which the Shares trade or are quoted, or if Shares are not so listed or quoted, fair market value as determined by the Committee, and with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.
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(m) “Good Reason,” unless otherwise provided in an applicable Award Agreement, means either:
(i) Except as provided in clause (ii) below in connection with a Change in Control, any of the following which occur without a Participant’s express written consent:
(A) in the case of a Participant who is an Executive Vice President or more senior executive of the Company, a material diminution of such Participant’s authorities, duties or responsibilities, other than an insubstantial and inadvertent act that is promptly remedied by the Company after written notice by such Participant to the Chief Executive Officer of the Company;
(B) the Participant’s office is relocated by more than 50 miles;
(C) a material reduction of Participant’s base salary or target annual bonus opportunities, in either case other than pursuant to a uniform percentage salary or target annual bonus reduction for similarly situated Participants; or
(D) a material breach by the Company or an Affiliate of any binding obligation to the Participant relating to a material term of the Participant’s employment, including, but not limited to, indemnification or the terms of an Award hereunder, or any failure of a successor to the Company to assume and agree to perform such obligation; or
(ii) any of the following which occur without a Participant’s express written consent during the two-year period following a Change in Control:
(A) a material diminution of the Participant’s authorities, duties or responsibilities, other than an insubstantial and inadvertent act that is promptly remedied by the Company or an Affiliate after written notice by such Participant to the Chief Executive Officer of the Company;
(B) the Participant’s office is relocated by more than 50 miles;
(C) a material reduction of Participant’s base salary or target annual bonus opportunities, in either case other than pursuant to a uniform percentage salary or target annual bonus reduction for similarly situated Participants; or
(D) a material breach by the Company or an Affiliate of any binding obligation to the Participant relating to a material term of the Participant’s employment, including, but not limited to, indemnification or the terms of an Award hereunder, or any failure of a successor to the Company to assume and agree to perform such obligation.
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Notwithstanding the foregoing, (1) as to any Participant, an event described in Section 2(m)(i) or (ii) above shall constitute Good Reason only if such Participant gives the Company written notice of intent to resign and the reasons therefor within 90 days of the occurrence of such event, unless the Committee agrees otherwise and (2) no event described in Section 2(m)(i) or (ii) above that is curable shall constitute Good Reason if such event is cured by the Company or an Affiliate within 30 days of the Participant’s notice, given in accordance with clause (1) above.
(n) “Incentive Stock Option” means an Option representing the right to purchase Shares from the Company, granted under and in accordance with the terms of Section 6, that (i) meets the requirements of Section 422 of the Code, or any successor provision thereto and (ii) is designated by the Committee as an Incentive Stock Option.
(o) “Non-Qualified Stock Option” means an Option representing the right to purchase Shares from the Company, granted under and in accordance with the terms of Section 6, that is not an Incentive Stock Option.
(p) “Option” means an Incentive Stock Option or a Non-Qualified Stock Option.
(q) “Other Stock-Based Award” means an Award granted pursuant to Section 10.
(r) “Participant” means the recipient of an Award granted under the Plan.
(s) “Performance Award” means an Award granted pursuant to Section 9.
(t) “Performance Restricted Stock Units” or “PRSU” is a type of Performance Award granted pursuant to Section 9 hereof that is denominated in Shares. For the avoidance of doubt, Performance Restricted Stock Units are not an Award granted under Section 8.
(u) “Performance Period” means the period (not less than one year) established by the Committee at the time any Performance Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are measured.
(v) “Plan” means the Delta Air Lines, Inc. Performance Compensation Plan, as the same may be amended or restated from time to time, including any appendices hereto.
(w) “Restricted Stock” means any Share granted under Section 8.
(x) “RSU” or “Restricted Stock Unit” means a contractual right granted under Section 8 that is denominated in Shares. Each Unit shall represent a right to receive the value of one Share (or a percentage of such value) upon the terms and conditions set forth in the Plan and the applicable Award Agreement. Awards of Restricted Stock Units may include the right to receive dividend equivalents, subject to Section 12(d).
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(y) “Retirement” means a Termination of Employment (other than for Cause or death) (i) on or after a Participant’s 52nd birthday provided that such Participant has completed at least 10 years of service since his or her most recent hire date with the Company or an Affiliate or (ii) on or after the date that a Participant has completed at least 25 years of service regardless of the Participant’s age provided that such Participant has completed at least 10 years of consecutive service since his or her most recent hire date with the Company or an Affiliate.
(z) “SAR” or “Stock Appreciation Right” means any right granted to a Participant pursuant to Section 7 to receive, upon exercise by the Participant, the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the right as specified by the Committee in its discretion, which, except in the case of Substitute Awards or in connection with an adjustment provided in Section 5(e), shall not be less than the Fair Market Value of one Share on the date of grant of the right.
(aa) “Shares” means shares of the common stock of the Company, par value $0.0001 per share.
(bb) “Substitute Awards” means awards granted in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or an Affiliate or with which the Company or an Affiliate combines.
(cc) “Termination of Employment” means, in the case of a Participant who is an employee of the Company or any of its Affiliates, cessation of the employment relationship such that the Participant is no longer an employee of the Company or an Affiliate, or, in the case of a Participant who is an independent contractor, the date the performance of services for the Company or an Affiliate has ended; provided, however, that in the case of an employee, the transfer of employment from the Company to an Affiliate, from an Affiliate to the Company, from one Affiliate to another Affiliate or, unless the Committee determines otherwise, the cessation of employee status but the continuation of the performance of services for the Company or an Affiliate as an independent contractor shall not be deemed a Termination of Employment and, in the case of an independent contractor, performance of services as an employee shall not be deemed a termination of service that would constitute a Termination of Employment; and provided, further, that a Termination of Employment will be deemed to occur for a Participant employed by an Affiliate when an Affiliate ceases to be an Affiliate unless such Participant’s employment continues with the Company or another Affiliate.
(dd) “Vesting Period” means with respect to an Award the period designated by the terms of the Plan or the applicable Award Agreement as the period over which services generally must be performed by the Participant receiving such Award for such Award to be 100% vested and nonforfeitable.
(ee) “Voting Stock” means securities entitled to vote generally in the election of members of the board of directors.
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Section 3. Eligibility.
(a) Scope. Any employee, member of the Board, consultant or other advisor of, or any other individual who provides services to, the Company or any Affiliate or any other entity in which the Company has a significant equity interest, shall be eligible to be selected to receive an Award under the Plan.
(b) Substitute Awards. Holders of options and other types of awards granted by a company acquired by the Company or an Affiliate or with which the Company or an Affiliate combines are eligible for grant of Substitute Awards hereunder.
Section 4. Administration.
(a) The Committee. The Plan shall be administered by the Committee. The Committee shall be appointed by the Board. The Board may designate one or more directors as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee. To the extent permitted by applicable law, the Committee may delegate its authority to exercise all duties and responsibilities under the Plan, including those listed in Section 4(b) below, to any individual, group of individuals or committee except that any such delegation shall not be applicable to any Award for a person then covered by Section 16 of the Act. The Committee may issue rules and regulations for the administration of the Plan. The Committee shall meet at such times and places as it may determine.
(b) Power and Authority. Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have sole and absolute authority and discretion to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, or other Awards, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.
(c) All Decisions Binding. All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, the shareowners and the Participants unless a court of competent jurisdiction determines that such decision was arbitrary and capricious.
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(d) The Board. Notwithstanding anything contained in the Plan to the contrary, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all the authority and responsibility granted to the Committee under the Plan and all references to the Committee shall be deemed references to the Board.
Section 5. Shares Available for Awards and Award Limitations.
(a) Shares Available. Subject to adjustment as provided in Section 5(e), effective June 19, 2025, the maximum number of Shares available for distribution under the Plan will not exceed the aggregate of:
(i) 9,600,000 Shares;
(ii) the number of Shares previously authorized for Awards under the Plan but not reserved for outstanding Awards as of the date the Plan as amended and restated is approved by the Company’s shareholders; and
(iii) any Shares corresponding to Awards under the Plan that are forfeited after the date the amended and restated Plan is approved by the Company’s shareholders.
(b) Limitations on Awards. Notwithstanding the foregoing and subject to adjustment as provided in Section 5(e):
(i) Except as provided in Section 5(b)(ii) with respect to non-employee members of the Board, no Participant may receive under the Plan in any calendar year (1) Options and SARs that relate to more than 2,000,000 Shares; (2) Restricted Stock and RSUs that relate to more than 1,000,000 Shares; or (3) Performance Awards or Other Stock-Based Awards that relate to more than 1,500,000 Shares; and the maximum amount that may be paid in a calendar year in respect of an annual Award denominated in cash or value other than Shares with respect to any Participant shall be $10,000,000, and the maximum amount of a long-term incentive Award denominated in cash shall be $10,000,000 multiplied by the number of years included in any applicable Performance Period(s) relating to such Awards; and
(ii) the maximum grant date Fair Market Value of any Awards that may be granted to a Participant who is a non-employee member of the Board in any calendar year shall be $1,000,000.
For the avoidance of doubt, an Award of Performance Restricted Stock Units is a type of Performance Award and subject to the limitation set forth in Section 5(b)(i)(3) above.
(c) Share Counting. Any Shares subject to an Award (but not including any Substitute Award), that expires, is cancelled, forfeited, or otherwise terminates without the delivery of Shares shall again be, or shall become, available for distribution under the Plan; provided, however, that (i) any
8
Shares tendered in payment of an Option; (ii) Shares withheld by the Company (or tendered by the Participant) to satisfy any tax withholding obligation with respect to the exercise of an Option or SAR; or (iii) Shares covered by a stock-settled SAR that were not issued upon the settlement of the Award, shall not again be available for distribution under the Plan.
(d) Type of Shares. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.
(e) Effect of Certain Changes. In the event that any dividend or other distribution (whether in the form of cash, Shares or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall adjust equitably any or all of (i) the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in Section 5(a) and 5(b); (ii) the number and type of Shares (or other securities) subject to outstanding Awards; and (iii) the grant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.
(f) Effect of Substitute Awards. Shares underlying Substitute Awards shall not reduce the number of Shares remaining available for distribution under the Plan.
Section 6. Options.
(a) Options Generally. The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case consistent with the provisions of the Plan, as the Committee shall determine.
(b) Exercise Price. The exercise price per Share under an Option shall be determined by the Committee; provided, however, that, except in the case of Substitute Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.
(c) Term. The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant thereof.
(d) Vesting and Exercisability. Subject to Section 12(c), the Committee shall determine the time or times at which an Option may be exercised in whole or in part with such time or times to be specified in the Award Agreement for the Option.
(e) Payment of Exercise Price. The Committee shall determine the method or methods, including broker-assisted cashless exercise, by which, and the form or forms, including, without
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limitation, cash, Shares, other Awards, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made.
(f) Incentive Stock Options. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder.
(g) Dividends. No dividends or dividend equivalents shall be paid or accrued with respect to Options.
Section 7. Stock Appreciation Rights.
(a) SARs Generally. The Committee is authorized to grant SARs to Participants with such terms and conditions as the Committee shall determine consistent with the provisions of the Plan.
(b) Grants. SARs may be granted to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under Section 6.
(c) Tandem SARs. Any tandem SAR related to an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option. In the case of any tandem SAR related to any Option, the SAR or applicable portion thereof shall not be exercisable until the related Option or applicable portion thereof is exercisable and shall terminate and no longer be exercisable upon the termination or exercise of the related Option, except that a SAR granted with respect to less than the full number of Shares covered by a related Option shall not be reduced until the exercise or termination of the related Option exceeds the number of Shares not covered by the SAR. Any Option related to any tandem SAR shall no longer be exercisable to the extent the related SAR has been exercised.
(d) Term. A freestanding SAR shall not have a term of greater than 10 years from the date of grant thereof, or, unless it is a Substitute Award, an exercise price less than 100% of Fair Market Value of the Share on the date of grant.
(e) Dividends. No dividends or dividend equivalents shall be paid or accrued with respect to SARs.
Section 8. Restricted Stock and Restricted Stock Units.
(a) Restricted Stock and RSUs Generally. The Committee is authorized to grant Awards of Restricted Stock and RSUs to Participants with such terms and conditions as the Committee shall determine consistent with the provisions of the Plan.
(b) Restrictions. Shares of Restricted Stock and RSUs shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of
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Restricted Stock or the right to receive any dividend or other right), which restrictions may lapse or be waived by the Committee separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate, subject to limitations set forth in Sections 12(c) and 12(d) of the Plan.
(c) Evidence of Award. Any share of Restricted Stock may be evidenced in such manner as the Committee may deem appropriate including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of shares of Restricted Stock, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.
Section 9. Performance Awards.
(a) Performance Awards Generally. The Committee is authorized to grant Performance Awards to Participants with such terms and conditions as the Committee shall determine consistent with the provisions of the Plan. Performance Awards may be denominated as a cash amount, number of Shares, or a combination thereof and are Awards which may be earned upon the achievement or satisfaction of performance conditions specified by the Committee. Performance Restricted Stock Units are a type of Performance Awards denominated in Shares.
(b) Performance Goals. The Committee may, but is not required to, use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee. The performance goals may be based on one or more of the following:
(i) any of the following financial measures: revenue per available seat mile; cost per available seat mile; total shareowner return; return on equity, assets, capital or investment; operating, pre-tax or net income levels expressed in either absolute dollars, earnings per share, or changes of the same; the market price of Shares; economic or cash value added; capitalization; net or operating profit margin; revenues or revenue growth; expenses; cash flow; operating cash flow or liquidity; or earnings before interest, taxes, depreciation, amortization and aircraft rent;
(ii) the results of employee satisfaction surveys;
(iii) the results of customer satisfaction surveys; and
(iv) other measures of operational performance (including, without limitation, U.S. Department of Transportation performance rankings in operational areas), quality, safety, productivity or process improvement.
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Performance criteria may be measured on an absolute (e.g., plan or budget) or relative basis. Relative performance may be measured against a group of peer companies, a financial market index, or other acceptable objective and quantifiable indices.
Any performance criteria may include or exclude the impact, if any, on reported financial results of any of the following events that occurs during a Performance Period: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) changes in tax laws, accounting principles or other laws or regulations; (D) reorganization or restructuring programs; (E) acquisitions or divestitures; (F) foreign exchange gains and losses; or (G) gains and losses that are treated as unusual or nonrecurring items under Accounting Standards Codification Topic 225.
(c) Adjustments to Performance Goals. If the Committee determines, in its discretion, that external changes or other unanticipated business conditions have materially affected the fairness of the performance goals, then the Committee may approve appropriate adjustments to the performance goals (either up or down) in whole or in part. Performance measures may vary from Performance Award to Performance Award, respectively, and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative.
(d) Settlement of Performance Awards; Other Terms. Settlement of Performance Awards shall be in cash, Shares, other Awards or other property, or a combination thereof, in the discretion of the Committee, as may be specified in the applicable Award Agreement or as otherwise may be determined by the Committee. Performance Awards will be distributed only after the end of the relevant Performance Period. The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with such Performance Awards.
Section 10. Other Stock-Based Awards.
(a) Other Stock-Based Awards Generally. The Committee is authorized to grant Other Stock-Based Awards to Participants with terms and conditions as the Committee shall determine consistent with the provisions of the Plan.
(b) Denomination; Purchase Rights. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 10 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, other Awards, notes, or other property, as the Committee shall determine. Cash Awards, as stand-alone Awards or as an element of or supplement to any other Award under the Plan, may also be granted pursuant to this Section 10.
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Section 11. Effect of Termination of Employment and a Change in Control on Awards. At the time of grant of an Award the Committee shall provide, by rule or regulation or in any Award Agreement, or may determine at any time in any individual case, the circumstances in which Awards shall be exercised, vested, paid or forfeited in the event a Participant ceases to provide service to the Company or any Affiliate or in the event of a Change in Control prior to the end of a Performance Period or exercise or settlement of such Award.
Section 12. General Provisions Applicable to Awards.
(a) Restrictive Covenants. The Committee may impose such restrictions on any Award with respect to non-competition, non-solicitation, confidentiality and other conduct as it deems necessary or appropriate in its discretion.
(b) Configuration of Awards. Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards. Awards may be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.
(c) Minimum Vesting Periods. Notwithstanding any other provision of the Plan to the contrary, Awards under the Plan shall vest or become exercisable no sooner than one year following the date of the grant of such Award, except for (i) substitute awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its subsidiaries, (ii) shares of common stock delivered in lieu of fully vested cash obligations, and (iii) awards to non-employee members of the Board that vest on the earlier of the one year anniversary date of the grant and the next annual meeting of the shareholders which is at least 50 weeks after the immediately preceding year’s annual meeting. Notwithstanding the foregoing, however, the Committee may, in its sole discretion, accelerate the vesting of an Award or otherwise lapse or waive this requirement upon the Participant’s retirement, death, disability, involuntary termination of employment or a change in control. In addition, the Committee may grant Awards that are not subject to these minimum vesting requirements with respect to 5% or less of the maximum aggregate number of Shares available for issuance under the Plan (as may be adjusted in accordance with the terms hereof).
(d) Dividend/Dividend Equivalents. With respect to an Award that provides for, or includes a right to, dividends or dividend equivalents, if dividends are declared during the period that an Award is outstanding, such dividends (or dividend equivalents) will either (i) not be paid or credited with respect to such Award, or (ii) be accumulated but remain subject to vesting requirement(s) to the same extent as the applicable Award and will only be paid at the time or times such vesting requirement(s) are satisfied.
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(e) Form of Payment. Subject to the terms of the Plan and the applicable Award Agreement, payments or transfers to be made by the Company upon the grant, exercise or payment of an Award may be made in the form of cash, Shares, other securities or other Awards, or any combination thereof, as determined by the Committee in its discretion at the time of grant or as of the time of such exercise or payment, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.
(f) Nontransferability. Except as may be permitted by the Committee or as specifically provided in an Award Agreement, (i) no Award and no right under any Award shall be assignable, alienable, pledgeable, saleable or transferable by a Participant otherwise than by will or pursuant to Section 12(g)and (ii) each Award, and each right under any Award, shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. The provisions of this Section 12(f) shall not apply to any Award which has been fully exercised or paid, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.
(g) Participant’s Death. Upon the death of a Participant, the beneficiary eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death shall be the Participant’s estate.
(h) Legended Certificates. All certificates for Shares and/or Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
Section 13. Amendments and Termination.
(a) The Plan. Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board or the Committee may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareowner approval if such approval is required by the listed company rules of the stock exchange, if any, on which the Shares are principally traded or quoted or (ii) with respect to any affected Participant, the consent of such Participant if such action would adversely affect the rights of such Participant under any outstanding Award, except to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock exchange rules and
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regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary herein, the Committee may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax efficient manner and in compliance with local rules and regulations.
(b) Awards. The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award; provided, however, that no such action shall adversely affect the rights of any affected Participant or holder or beneficiary (without such person’s consent) under any Award theretofore granted under the Plan, except to the extent any such action is made to cause the Plan to comply with applicable law, stock exchange rules and regulations or accounting or tax rules and regulations.
(c) Certain Equitable Adjustments. The Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including, without limitation, the events described in Section 5(d)) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.
(d) Cancellation of Awards. Any provision of the Plan or any Award Agreement to the contrary notwithstanding, the Committee may cause any Award granted hereunder to be canceled in consideration of a cash payment or alternative Award made to the holder of such canceled Award equal in value to the Fair Market Value of such canceled Award as of the date of cancellation, except that this Section 13(d) shall not be interpreted to permit any transaction that is prohibited by Section 13(f) relating to the repricing of certain Awards.
(e) Corrections and Clarifications. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.
(f) No Repricing without Shareholder Approval. Except as provided under Section 5(e), unless approved by shareholders of the Company, no Option or SAR may (i) be amended to decrease the exercise price thereof; (ii) be canceled in exchange for the grant of any new Option or SAR with a lower exercise price or any other Award; (iii) be repurchased by the Company or its Affiliates; or (iv) otherwise be subject to any action that would be treated under accounting rules, stock exchange rules or otherwise as a repricing of such Option or SAR (including a cash buyout or voluntary surrender/subsequent regrant of an underwater Option or SAR).
Section 14. Miscellaneous.
(a) No Uniformity Required; No Promise of Future Grants. No employee, Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for
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uniformity of treatment of employees, Participants, or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award which does not constitute a promise of future grants. The Committee, in its discretion, maintains the sole right to make grants hereunder.
(b) No Rights as Shareowner. A Participant granted an Award shall have no rights as a shareowner of the Company with respect to such Award unless and until such time as certificates or book-entry shares for the Shares underlying the Award are registered in such Participant’s name in the Company’s stock records.
(c) Withholdings. The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities or other Awards) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under the Plan and to take such other action (including, without limitation, providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. If Shares are withheld by the Company or tendered by the Participant to satisfy the Company’s withholding obligations, then the Fair Market Value of such Shares on the date the withholding is to be determined shall not exceed the minimum statutory withholding requirement (or, in the discretion of the Committee, the Fair Market Value of such Shares may exceed the minimum statutory withholding requirement but may not be greater than the maximum tax withholding requirement; provided that the exercise of such discretion by the Committee would not result in an Award otherwise classified as an equity award under ASC Topic 718 to be classified as a liability award under ASC Topic 718).
(d) Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.
(e) No Right to Continued Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss a Participant, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement or in any other agreement binding the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in the applicable Award Agreement.
(f) Governing Law; Construction of Plan. The Plan and all determinations made, and actions taken thereunder shall be governed by the internal substantive laws of the State of Georgia and construed accordingly, to the extent not superseded by applicable federal law. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed
16
applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.
(g) Unfunded and Unsecured Arrangement. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.
(h) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.
Section 15. Effective Date of the Plan. The Plan shall be effective as of June 19, 2025, subject to approval by the Company’s shareholders.
Section 16. Term of the Plan. No Award shall be granted under the Plan on or after the ten-year anniversary of the date the Plan was approved by the Company’s shareholders. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board or the Committee to amend the Plan, shall extend beyond such date.
Section 17. Section 409A of the Code. With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A, and the provisions hereof shall be interpreted in a manner that satisfies the requirements of Section 409A and the related regulations, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended by the Committee so as to avoid this conflict. To the extent any payment or Award provided to a Participant under the Plan constitutes “deferred compensation” under Section 409A and the Participant at the time of his Termination of Employment is considered to be a “specified employee” pursuant to the Company’s policy for determining such employees, the distribution or payment of any such amount will be delayed for six months following the Participant’s separation from service. Notwithstanding the foregoing, neither the Company nor the Committee shall have any liability to any Participant or any other person if an Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the terms of such Award do not satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code.
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Exhibit 15
July 10, 2025
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-3 No.’s 333-284844 and 333-272728, and Form S-8 No.’s 333-142424, 333-149308, 333-154818, 333-151060, and 333-212525) of Delta Air Lines, Inc. for the registration of its securities of our report dated July 10, 2025 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 June 30, 2025.
/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 June 30, 2025;
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.
| July 10, 2025 | /s/ Edward H. Bastian | ||||
| Edward H. Bastian | |||||
| Chief Executive Officer | |||||
Exhibit 31.2
I, Daniel C. Janki, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Delta Air Lines, Inc. ("Delta") for the quarterly period ended June 30, 2025;
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.
| July 10, 2025 | /s/ Daniel C. Janki | ||||
| Daniel C. Janki | |||||
| Executive Vice President and Chief Financial Officer | |||||
Exhibit 32
July 10, 2025
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 June 30, 2025 (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/ Daniel C. Janki | |||||
| Daniel C. Janki | |||||
| Executive Vice President and Chief Financial Officer | |||||