Table of Contents
As filed with the Securities
and Exchange Commission on February 11, 2022
Registration No. 333-
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
DELTA AIR LINES, INC.
(Exact name of registrant
as specified in its charter)
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Delaware
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58-0218548
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Hartsfield-Jackson
Atlanta International Airport
Atlanta, Georgia 30320-6001
(404) 715-2600
(Address, including
zip code, and telephone number,
including area code,
of registrant’s principal executive offices)
Peter W. Carter
Executive Vice President
& Chief Legal Officer
Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, Georgia 30354
(404) 715-2191
(Name, address, including
zip code, and telephone number,
including area code,
of agent for service)
Approximate date
of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box: o
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. þ
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. o
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act
Large accelerated filer
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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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 7(a)(2)(B) of Securities Act.
o
EXPLANATORY NOTE
We are filing this Registration Statement solely
to cover unsold securities covered by our prior Registration Statement on Form S-3 (Registration No. 333-229720), which was filed with
the Securities and Exchange Commission (“SEC”) on February 15, 2019 (the “Expiring Registration Statement”). Pursuant
to Rule 415(a)(5) under the Securities Act of 1933, as amended (the “Securities Act”), securities registered on the Expiring
Registration Statement may be offered and sold only if not more than three years have elapsed since the initial effective date of the
Expiring Registration Statement. Accordingly, we are filing this registration statement to cover unsold securities covered by the Expiring
Registration Statement. In accordance with Rule 415(a)(6), effectiveness of this registration statement will be deemed to terminate the
offering of securities on the Expiring Registration Statement.
PROSPECTUS
10,425,433 Shares
Delta Air Lines, Inc.
Common Stock
This prospectus relates
to the resale, from time to time, by the Delta Master Trust (the “Selling Stockholder”), which is a trust maintained in connection
with defined benefit pension plans that we sponsor, of up to 10,425,433 shares of common stock, par value $0.0001 per share, of Delta
Air Lines, Inc. (“Delta”). The shares of our common stock covered by this prospectus are shares that we have contributed to
the Selling Stockholder in private transactions for the benefit of our employees who participate in one of those defined benefit pension
plans. The shares of our common stock may be offered for sale from time to time by JPMorgan Chase Bank, N.A.
(the “Trustee”), as duly appointed trustee of the Selling Stockholder, at the direction of Newport Trust Company, or its successor
(the “Investment Manager”), the investment fiduciary appointed to manage the shares of our common stock covered by this prospectus.
The Investment Manager will determine the time and manner of sale of the shares of our common stock covered by this prospectus. See “Selling
Stockholder” and “Plan of Distribution.”
The shares of our common
stock to which this prospectus relates may be sold, from time to time, in brokerage transactions on the New York Stock Exchange, in privately
negotiated transactions or otherwise. These sales may be for negotiated prices or on the open market at prevailing market prices. We will
not receive any portion of the proceeds of the sale of the shares of our common stock offered by this prospectus. We will pay all costs,
expenses and fees incurred in connection with the preparation and filing of this prospectus and the related registration statement. The
Selling Stockholder will pay all expenses incurred in connection with sales of the shares of our common stock covered by this prospectus.
The Selling Stockholder will also be responsible for other costs, if any, incurred in selling the shares of our common stock, which costs
may include, among other things, underwriters discounts and brokerage fees.
Our common stock is listed
on the New York Stock Exchange under the symbol “DAL”.
Investing in our common
stock involves risks. Please consider carefully the risks described under the heading “Risk Factors” on page 1 of this prospectus,
as well as the other information contained or incorporated by reference in this prospectus and any applicable prospectus supplement, before
making a decision to invest in our common stock.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus
is February 11, 2022
Neither we nor
the Selling Stockholder have authorized anyone to provide you with any information or to make any representations other than those
contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us
or to which we have referred you. Neither we nor the Selling Stockholder take any responsibility for, and can provide no assurance
as to the reliability of, any other information that others may give you. You should not assume that the information contained or
incorporated by reference in this prospectus and any prospectus supplement or in any such free writing prospectus is accurate as of
any date other than the respective dates thereof. Our business, financial condition, results of operations and prospects may have
changed since those dates.
Neither we nor the
Selling Stockholder are making an offer to sell our common stock in any jurisdiction where the offer or sale is not permitted.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC utilizing a “shelf” registration process.
Under this shelf registration process, the Selling Stockholder may, at any time and from time to time, offer our shares of common stock
in one or more offerings. Some transactions in which the Selling Stockholder offers shares of our common stock under this registration
statement may require that we provide a prospectus supplement that will contain additional information about the terms of that offering.
A prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between
the information in this prospectus and any applicable prospectus supplement, you should rely on the information in the applicable prospectus
supplement. You should carefully read both this prospectus and any applicable prospectus supplement, together with the additional information
described under the heading “Incorporation by Reference.”
The registration statement
containing this prospectus, including the exhibits to the registration statement, provides additional information about us and our shares
of common stock. The registration statement, including the exhibits to the registration statement, can be obtained from the SEC, as described
below under “Where You Can Find More Information.”
References in this prospectus
to “Delta,” “we,” “us” and “our” and all similar references are to Delta Air Lines, Inc.
and its consolidated subsidiaries.
RISK FACTORS
An investment in our
securities involves risks. You should carefully consider the risk factors included in our most recent Annual Report on Form 10-K and any
subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file with the SEC after the date of this prospectus, and all
other risk factors and information contained or incorporated by reference into this prospectus and any applicable prospectus supplement,
as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), before acquiring
any of such securities. See “Where You Can Find More Information.”
FORWARD-LOOKING STATEMENTS
Statements in this prospectus,
any prospectus supplement, any related company free writing prospectus and the documents incorporated by reference herein and therein
(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 under the heading “Risk Factors” in this prospectus, in “Item 1A. Risk Factors” of our
Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in any subsequent filing incorporated by reference herein,
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 prospectus except as required by law.
WHERE YOU CAN FIND
MORE INFORMATION
We file annual, quarterly
and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet website that contains reports,
proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public
can obtain any documents that we file electronically with the SEC at http://www.sec.gov.
We also make available,
free of charge, on or through our Internet website (ir.delta.com) our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, Proxy Statements on Schedule 14A and, if applicable, amendments to those reports filed or furnished pursuant to Section
13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
You may request copies of these filings at no cost through our Investor Relations Department at: Delta Air Lines, Inc., Investor Relations,
Dept. No. 829, P.O. Box 20706, Atlanta, GA 30320, telephone no. (404) 715-2170 or our Internet website (ir.delta.com). The contents of
our website are not incorporated into this prospectus or any accompanying prospectus supplement.
We have filed with the
SEC a registration statement on Form S-3 relating to the securities covered by this prospectus. This prospectus is a part of the registration
statement and does not contain all the information in the registration statement. Whenever a reference is made in this prospectus to a
contract or other document of ours that is an exhibit to the registration statement, the reference is only a summary, which is qualified
in all respects by reference to the contract or document to which it refers, and you should refer to the exhibits that are a part of the
registration statement for a copy of the contract or other document. You may review a copy of the registration statement and the documents
incorporated by reference herein at the SEC’s Internet website listed above.
INCORPORATION BY REFERENCE
We “incorporate
by reference” in this prospectus certain documents that we file with the SEC, which means:
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We can disclose important information to you by referring you to those documents;
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Information incorporated by reference is considered to be part of this prospectus, even though it is not repeated in this prospectus; and
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Information that we file later with the SEC will automatically update and supersede this prospectus.
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The following documents
listed below that we have previously filed with the SEC are incorporated by reference in this prospectus (excluding any information furnished
under Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K):
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed on February 11, 2022; and
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The description of our
common stock contained in our Registration Statement on Form
8-A filed on April 26, 2007, as updated by the description of our common stock contained in Exhibit 4.1 to our Annual Report
on Form 10-K for the fiscal year ended December 31, 2020, and as amended by any subsequent amendment or any report filed for the
purpose of updating such description.
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All documents filed by
us under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished under Items 2.02 or 7.01 of Form 8-K
or related exhibits furnished pursuant to Item 9.01 of Form 8-K) from the date of this prospectus and prior to the termination of the
applicable offering shall also be deemed to be incorporated by reference in this prospectus. These documents include periodic reports,
which include Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as Current Reports on Form 8-K and proxy statements.
To obtain copies of these
filings, see “Where You Can Find More Information.”
DELTA AIR LINES, INC.
As a global airline based
in the U.S., we connect customers across our expansive global network. In 2019, prior to the onset of the COVID-19 pandemic, we served
approximately 200 million customers and were the world’s largest airline by total revenues and the most profitable with five consecutive
years of $5 billion or more in pre-tax income from 2015 through 2019. In 2020, we made significant adjustments to our network and operations
as a result of the unprecedented and widespread impact of COVID-19 and the related travel restrictions and social distancing measures
that significantly reduced demand for air travel. We began restoring our network in 2021, as travel restrictions eased and vaccine programs
became widespread both domestically and in international markets.
We remain committed to
industry-leading reliability and are consistently among the industry’s best performers. Our employees provide world-class travel
experiences for our customers while also giving back to the communities where they live, work and serve.
We are a Delaware corporation
headquartered in Atlanta, Georgia. Our principal executive offices are located at Hartsfield-Jackson Atlanta International Airport, Atlanta,
Georgia 30320-6001 and our telephone number is (404) 715-2600. Our website is www.delta.com. The contents of our website are not incorporated
into this prospectus or any accompanying prospectus supplement.
THE OFFERING
The shares of our common
stock to which this prospectus relates may be sold from time to time by the Selling Stockholder. These shares were acquired by the Selling
Stockholder from us through our contributions of the shares on February 16, 2016 and March 20, 2017 to provide excess contributions to
the defined benefit pension plans described in this prospectus.
USE OF PROCEEDS
The proceeds from any
sale of our common stock pursuant to this prospectus are solely for the account of the Selling Stockholder and for the benefit of employees
and retirees and their beneficiaries participating in the defined benefit pension plans under which the Selling Stockholder is maintained.
We will not receive any proceeds from any sale of our common stock by the Selling Stockholder.
SELLING STOCKHOLDER
The table below reflects
the number of shares of our common stock beneficially owned by the Selling Stockholder and held by the Trustee as of February 11, 2022,
and the number of shares of our common stock that the Selling Stockholder may offer for sale from time to time pursuant to this prospectus,
whether or not the Selling Stockholder has a present intention to do so. The Selling Stockholder may resell all, a portion, or none of
the shares of our common stock from time to time. There is no assurance that the Selling Stockholder will sell any or all of the shares
of our common stock offered by the Selling Stockholder under this prospectus. The percentage of beneficial ownership in the table below
is based on 639,929,760 shares of our common stock outstanding as of January 31, 2022.
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Share
of
Common Stock Owned
Prior to Offering
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Number of Shares
of Common
Stock
Covered by this
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Shares
of Common Stock
Owned After the Offering
Assuming the Sale
of all Covered Share
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Name of Selling Stockholder
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Number
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%
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Prospectus
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Number
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%
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Delta Master Trust
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10,425,433(1)
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1.6
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10,425,433(1)
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–
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–
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_______________________
(1)
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Acquired by the Selling Stockholder pursuant to contributions by Delta to the Selling Stockholder on February 16, 2016 and March 20,
2017 in private transactions for the benefit of Delta’s employees who participate in the defined benefit pension plans that Delta
sponsors.
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The Selling Stockholder
is a pension trust established under tax-qualified defined benefit pension plans we maintain. The Trustee is a directed trustee with respect
to the Selling Stockholder trust account in which the common stock is held and is subject to the direction of the Investment Manager that
has discretionary authority in connection with the disposition of the shares of our common stock held by the Selling Stockholder. The
Delta Benefit Funds Investment Committee has the power to revoke the appointment of the Investment Manager and appoint new investment
managers or to change the scope of the appointment of the Investment Manager.
PLAN OF DISTRIBUTION
The Trustee at the direction
of the Investment Manager may, or the Investment Manager may place trades directly with broker-dealers of its choice to, sell the shares
of our common stock covered by this prospectus for the account of the Selling Stockholder. The registration statement, of which this prospectus
is a part, registered the shares of our common stock held by the Selling Stockholder under the Securities Act to facilitate future sales
by the Selling Stockholder to the public.
The Selling Stockholder
may sell shares of our common stock pursuant to this prospectus from time to time except as may otherwise be limited by applicable law:
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In transactions (which may include one or more block transactions, including ordinary brokerage transactions) on the New York Stock Exchange;
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Through the writing of options (including the issuance by the Selling Stockholder of derivative securities), whether the options or these other derivative securities are listed on an options or other exchange or otherwise;
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Through purchases by a broker-dealer as principal and resale by a broker-dealer for its own account;
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Through short sales of shares of our common stock;
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In a combination of such transactions; or
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By any other lawful method.
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Each sale may be made
at prices related to prevailing market prices or at privately negotiated prices. The Trustee, on behalf of the Selling Stockholder and
as directed by the Investment Manager, or the Investment Manager directly, may effect these transactions by selling the shares of our
common stock to or through broker-dealers and these broker-dealers may receive compensation in the form of discounts or concessions from
the Selling Stockholder and/or the purchaser of the shares of our common stock for which such broker-dealers may act as agent or to whom
they sell as principal, or both.
In effecting sales, brokers
or dealers engaged by the Trustee or the Investment Manager and/or the Investment Manager may arrange for other brokers or dealers to
participate in the resales. The Trustee as directed by the Investment Manager acting on behalf of the Selling Stockholder and/or the Investment
Manager, may enter into hedging transactions with broker-dealers or other financial institutions, and in connection with those transactions,
broker-dealers or other financial institutions may engage in short sales of the shares of our common stock. The Trustee as directed by
the Investment Manager acting on behalf of the Selling Stockholder and/or the Investment Manager also may sell shares short and deliver
the shares of our common stock to close out such short positions. The Trustee as directed by the Investment Manager acting on behalf of
the Selling Stockholder or the Investment Manager also may enter into options or other transactions with broker-dealers or other financial
institutions that require the delivery to the broker-dealer or other financial institution of the shares of our common stock, which the
broker-dealer or other financial institution may resell pursuant to this prospectus. The Trustee as directed by the Investment Manager
acting on behalf of the Selling Stockholder and/or the Investment Manager may offer the shares of our common stock in connection with
the writing of exchange-traded call options, which would involve the selling of exchange-traded call option contracts over the shares
of our common stock. By selling a call option, the Trustee as directed by the Investment Manager acting on behalf of the Selling Stockholder
and/or the Investment Manager may receive a premium payment in return for giving the buyer of such option the right to buy the common
stock at a pre-determined price. The Trustee as directed by the Investment Manager acting on behalf of the Selling Stockholder or the
Investment Manager also may loan or pledge the shares of our common stock to a broker, dealer or other financial institution, and upon
a default, the broker, dealer or other financial institution may effect sales of the loaned or pledged shares of our common stock pursuant
to this prospectus.
There is no assurance
that the Trustee on behalf of the Selling Stockholder, at the direction of the Investment Manager, or the Investment Manager acting directly
on behalf of the Selling Stockholder, will sell any or all of the shares of our common stock offered under this prospectus.
Delta has agreed to pay
all expenses incurred in connection with the registration of the shares of our common stock offered under this prospectus, and the Selling
Stockholder will pay all expenses incurred in connection with the sale of the shares of our common stock offered under this prospectus,
including all underwriting discounts and selling commissions, fees and expenses of counsel and other advisors to the Selling Stockholder,
transfer taxes and related charges in connection with the offer and sale of these shares of our common stock.
In connection with its
sales, the Trustee, the Selling Stockholder and any participating broker/dealer may be deemed to be an “underwriter” within
the meaning of Section 2(11) of the Securities Act, and any commissions they receive and the proceeds of any sale of shares of our common
stock may be deemed to be underwriting discounts and commissions under the Securities Act.
In addition, any shares
of our common stock covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than pursuant to this prospectus.
The Selling Stockholder
is a trust that is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975
of the Internal Revenue Code of 1986, as amended (the “Code”). Prohibited transactions under Title I of ERISA and Section
4975 of the Code could arise if a person or entity that is a “party in interest,” as defined under ERISA, or a “disqualified
person,” as defined under the Code, were to purchase, directly or indirectly, any of the shares of our common stock being offered
by the Selling Stockholder, unless a statutory, class or individual prohibited transaction exemption applies. In this regard, Section
408(e) of ERISA and Section 4975(d)(13) of the Code provide relief from the prohibited transaction provisions of ERISA and Section 4975
of the Code for certain transactions involving the sale of employer securities by a plan, provided that the plan receives at least the
price then prevailing on a national securities exchange and no commission is charged with respect to the transaction. In addition, Section
408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide relief from the prohibited transaction provisions of ERISA and Section
4975 of the Code for certain transactions with a plan, provided that none of purchasers have or exercise any discretionary authority or
control or render any investment advice with respect to the assets of the plan involved in the transaction and provided further that the
plan pays no more, and receives no less, than adequate consideration in connection with the transaction. Other exemptions may also
apply. Any such potential purchaser should consult with counsel to determine whether an exemption is available with respect to any
such purchase.
In order to comply with
the securities laws of certain states, if applicable, the shares of our common stock must be sold in such jurisdictions only through registered
or licensed brokers or dealers. In addition, in certain states the shares of our common stock may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied
with.
At the time a particular
offering of shares of our common stock is made, if required, a prospectus supplement will set forth the number of shares being offered
and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any
discount and other item constituting compensation, any discount or concession allowed or reallowed or paid to any dealer, and the proposed
selling price to the public.
EXPERTS
The consolidated financial
statements of Delta Air Lines, Inc. appearing in Delta Air Lines, Inc.’s Annual Report (Form 10-K) for the year ended December 31,
2021, and the effectiveness of Delta Air Lines, Inc.’s internal control over financial reporting as of December 31, 2021 have been
audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein,
and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such
reports given on the authority of such firm as experts in accounting and auditing.
LEGAL OPINION
Unless any applicable
prospectus supplement indicates otherwise, certain legal matters with respect to the securities offered pursuant to this prospectus and
any prospectus supplement will be passed upon for Delta by Alan T. Rosselot, Associate General Counsel of Delta.
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
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ITEM 14.
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OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
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The following table sets
forth the costs and expenses, other than selling or underwriting discounts and commissions, payable by the registrant in connection with
the sale of the securities being registered hereby. All amounts are estimates.
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Amount to be
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Paid
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SEC Registration fee
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$
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–
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Legal fees and expenses
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5,000
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Accounting fees and expenses
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50,000
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Miscellaneous expenses
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5,000
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TOTAL
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$
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60,000
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ITEM 15.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Section 145 of the Delaware
General Corporation Law (“DGCL”) provides that a corporation may indemnify directors and officers as well as other employees
and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is
made a party by reason of such person being or having been a director, officer, employee or agent to the registrant. The DGCL provides
that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise. The registrant’s Certificate of Incorporation provides for indemnification
by the registrant of its directors, officers and employees to the fullest extent permitted by the DGCL.
Section 102(b)(7) of
the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i)
for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock
repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit.
The registrant’s Certificate of Incorporation provides for such limitation of liability.
The registrant maintains
standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made
by reason of breach of duty or other wrongful act, and (b) to the registrant with respect to payments which may be made by the registrant
to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.
_____________
* Incorporated
by reference.
(a) The undersigned registrant
hereby undertakes:
(1) To file, during
any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include
any prospectus required by section 10(a)(3) of the Securities Act;
(ii) to reflect
in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement;
(iii) to include
any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material
change to such information in this registration statement;
provided, however,
that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for
the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove
from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for
the purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(ii) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a)
of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which
that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date.
(5) That, for
the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities,
the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i) Any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free
writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The portion
of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
(iv) Any other
communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on February 11, 2022.
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DELTA AIR LINES, INC.
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By: /s/ Daniel C. Janki
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Name: Daniel C. Janki
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Title: Executive Vice President and
Chief Financial Officer
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SIGNATURES AND POWER
OF ATTORNEY
We, the undersigned officers
and directors of Delta Air Lines, Inc., hereby severally constitute and appoint Edward H. Bastian and Daniel C. Janki our true and lawful
attorneys with full power to sign for us and in our names in the capacities indicated below and any amendment to the registration statement
on Form S-3 filed herewith, including any post-effective amendments to said registration statement and any registration statement for
the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Delta Air Lines,
Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said attorney to said registration statement and any and all
amendments thereto.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on
February 11, 2022.
Signature
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Title
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/s/ Edward H. Bastian
Edward H. Bastian
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Chief Executive Officer and Director
(Principal Executive Officer)
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/s/ Daniel C. Janki
Daniel C. Janki
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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/s/ William C. Carroll
William C. Carroll
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Senior Vice President – Controller
(Principal Accounting Officer)
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/s/ Francis S. Blake
Francis S. Blake
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Chairman of the Board
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/s/ Ashton B. Carter
Ashton B. Carter
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Director
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/s/ David G. DeWalt
David G. DeWalt
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Director
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/s/ William H. Easter III
William H. Easter III
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Director
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/s/ Christopher A. Hazleton
Christopher A. Hazleton
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Director
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/s/ Michael P. Huerta
Michael P. Huerta
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Director
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/s/ Jeanne P. Jackson
Jeanne P. Jackson
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Director
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/s/ George N. Mattson
George N. Mattson
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Director
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/s/ Sergio A.L. Rial
Sergio A.L. Rial
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Director
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/s/ David S. Taylor
David S. Taylor
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Director
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/s/ Kathy N. Waller
Kathy N. Waller
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Director
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