Agreements governing our debt, including our credit facilities and our SkyMiles financing agreements, include financial
and other covenants. Certain of these covenants impose restrictions on our business, and failure to comply with any of the
covenants in these agreements could result in events of default.
Our debt agreements contain various affirmative, negative and financial covenants, including our credit facilities and our
SkyMiles financing agreements, each of which contains a minimum liquidity covenant. Certain of our debt agreements and our
SkyMiles financing agreements contain minimum coverage ratios. A decline in these coverage ratios, including due to factors
that are beyond our control, could trigger an early amortization event or, if applicable, require us to post additional collateral.
Our SkyMiles financing agreements also restrict our ability to, among other things, change the policies and procedures of the
SkyMiles program in a manner that would reasonably be expected to materially impair repayment of our SkyMiles debt.
Complying with certain of the covenants in our debt agreements, and other restrictive covenants that may be contained in any
future debt agreements, could limit our ability to operate our business and to take advantage of business opportunities that are in
our long-term interest.
While the covenants in our debt agreements are subject to important exceptions and qualifications, if we fail to comply with
them and are unable to obtain a waiver or amendment, refinance the indebtedness subject to these covenants or take other
mitigating actions, an event of default would result. These arrangements also contain other events of default customary for such
financings. If an event of default were to occur, the lenders or noteholders could, among other things, declare outstanding
amounts due and payable and where applicable and subject to the terms of relevant collateral agreements, repossess collateral,
including aircraft or other valuable assets. In addition, an event of default or acceleration of indebtedness under one agreement
could result in an event of default under other of our financing agreements. The acceleration of significant indebtedness could
require us to seek to renegotiate, repay or refinance the obligations under our financing arrangements, and there is no assurance
that such renegotiation or refinancing efforts would be successful.
Employee strikes and other labor-related disruptions may have a material adverse effect on our operations.
Our business is labor intensive, utilizing large numbers of pilots, flight attendants, aircraft maintenance technicians, ground
support personnel and other personnel. As of December 31, 2023, 20% of our workforce, primarily pilots, was unionized.
Relations between air carriers and labor unions in the United States are governed by the Railway Labor Act, which provides
that a collective bargaining agreement between an airline and a labor union does not expire, but instead becomes amendable as
of a stated date. The Railway Labor Act generally prohibits strikes or other types of self-help actions both before and after a
collective bargaining agreement becomes amendable, unless and until the collective bargaining processes required by the
Railway Labor Act have been exhausted. Separately, the NLRA governs Monroe’s relations with the union representing their
employees, which generally allows self help after a collective bargaining agreement expires.
If we or our subsidiaries are unable to reach agreement with any of our unionized work groups in future negotiations
regarding the terms of their collective bargaining agreements or if additional segments of our workforce become unionized, we
may be subject to work interruptions or stoppages, subject to the requirements of the Railway Labor Act or the NLRA, as the
case may be. Strikes or labor disputes with our unionized employees may have a material adverse effect on our ability to
conduct business. Likewise, if third-party regional carriers with which we have contract carrier agreements are unable to reach
agreement with their unionized work groups in current or future negotiations regarding the terms of their collective bargaining
agreements, those carriers may be subject to work interruptions or stoppages, subject to the requirements of the Railway Labor
Act, which could have a material adverse effect on our operations.
Our results can fluctuate due to seasonality and other factors.
Our results of operations are impacted by a number of factors including seasonality and changing economic and other
conditions beyond our control. Demand for air travel is typically higher in the June and September quarters, particularly in our
international markets, because there is more vacation travel during these periods than during the remainder of the year. The
seasonal shifting of demand causes our financial results to vary on a quarterly basis. Changes in the value of our equity
investments in other airlines and airline service companies can also be significant and cause fluctuations in our results. Other
factors that may affect our results include severe weather conditions and natural disasters (or other environmental events),
which could significantly disrupt service and create air traffic control problems. In addition, increases in the frequency, severity
or duration of thunderstorms, hurricanes, typhoons, floods or other severe weather events, including from changes in the global
climate and rising global temperatures, could result in increases in delays and cancellations, turbulence-related injuries and fuel
consumption to avoid such weather, any of which could result in loss of revenue and higher costs. Because of fluctuations in
our results from seasonality and other factors, results of operations for a historical period are not necessarily indicative of
results of operations for a future period and results of operations for an interim period are not necessarily indicative of results of
operations for an entire year.
Item 1A. Risk Factors
Delta Air Lines, Inc. | 2023 Form 10-K 20