-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C+lUWlgUTv8siI/UwTJRSQxpmyFfrIRQ+TC172LSDT/bOHX2wtGh4z4PxmxS4WQ0 afaiMF5DZPF5mjbDHrjYMg== 0000950109-95-005365.txt : 19951226 0000950109-95-005365.hdr.sgml : 19951226 ACCESSION NUMBER: 0000950109-95-005365 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19951222 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELTA AIR LINES INC /DE/ CENTRAL INDEX KEY: 0000027904 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 580218548 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05424 FILM NUMBER: 95604035 BUSINESS ADDRESS: STREET 1: HARTSFIELD ATLANTA INTL AIRPORT STREET 2: 1030 DELTA BLVD CITY: ATLANTA STATE: GA ZIP: 30320-6001 BUSINESS PHONE: 4047152600 MAIL ADDRESS: STREET 1: 1030 DELTA BLVD STREET 2: DEPT 971 CITY: ATLANTA STATE: GA ZIP: 30320-6001 FORMER COMPANY: FORMER CONFORMED NAME: DELTA AIR CORP DATE OF NAME CHANGE: 19660908 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) [X] OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For Fiscal Year Ended June 30, 1995 OR TRANSITION REPORT PURSUANT TO SECTION 15(d) [ ] OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] COMMISSION FILE NO. 1-5424 A. Full title of the plan: DELTA FAMILY-CARE SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: DELTA AIR LINES, INC. Hartsfield Atlanta International Airport Atlanta, Georgia 30320 DELTA FAMILY-CARE SAVINGS PLAN ------------------------------ FINANCIAL STATEMENTS AND SCHEDULES ---------------------------------- JUNE 30, 1995 ------------- TABLE OF CONTENTS ----------------- REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS: . Statement of Net Assets Available for Benefits With Fund Information--June 30, 1995 . Statement of Net Assets Available for Benefits With Fund Information--June 30, 1994 . Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended June 30, 1995 . Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended June 30, 1994 NOTES TO FINANCIAL STATEMENTS AND SCHEDULES SUPPLEMENTAL SCHEDULES: Schedule I Item 27a Schedule of Assets Held for Investment Purposes-- June 30, 1995 Schedule II Item 27d Schedule of Reportable Transactions for the Year Ended June 30, 1995 -2- REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ---------------------------------------- To the Administrative Committee of the Delta Family-Care Savings Plan: We have audited the accompanying statements of net assets available for benefits with fund information of the DELTA FAMILY-CARE SAVINGS PLAN (the "Plan") as of June 30, 1995 and 1994 and the related statements of changes in net assets available for benefits with fund information, for the years then ended. These financial statements and the schedules referred to below are the responsibility of the Administrative Committee (the "Committee") appointed by the Board of Directors of Delta Air Lines, Inc., in its capacity as Administrator of the Plan. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Committee, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of June 30, 1995 and 1994, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the accompanying table of contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for benefits with fund information and the statements of changes in net assets available for benefits with fund information is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Arthur Andersen LLP Atlanta, Georgia October 27, 1995 -3- Delta Family-Care Savings Plan Statement of Net Assets Available for Benefits With Fund Information June 30, 1995
FUND INVESTMENTS RECEIVABLES TOTAL ASSETS LIABILITIES NET ASSETS - -------- --------------- ------------- --------------- ------------- ---------------- (Note 2) (Schedule I) (Note 3) (Note 3) Stocks $ 337,358,000 $ 2,373,000 $ 339,731,000 $ 456,000 $ 339,275,000 Bonds 119,399,000 669,000 120,068,000 147,000 119,921,000 Delta Stock 124,032,000 440,000 124,472,000 - 124,472,000 Contracts 634,131,000 1,739,000 635,870,000 69,000 635,801,000 Index 131,364,000 727,000 132,091,000 - 132,091,000 Conservative 35,740,000 157,000 35,897,000 40,000 35,857,000 Growth 69,377,000 310,000 69,687,000 74,000 69,613,000 Delaware 3,390,000 22,000 3,412,000 - 3,412,000 Contrafund 100,676,000 261,000 100,937,000 - 100,937,000 Equity Income 15,188,000 50,000 15,238,000 - 15,238,000 Growth & Income 25,795,000 116,000 25,911,000 - 25,911,000 Magellan 84,742,000 152,000 84,894,000 - 84,894,000 OTC 7,710,000 49,000 7,759,000 - 7,759,000 Merrill Lynch 3,441,000 8,000 3,449,000 - 3,449,000 Templeton 27,481,000 151,000 27,632,000 - 27,632,000 Select 1,482,000 4,000 1,486,000 - 1,486,000 Ultra 19,406,000 103,000 19,509,000 - 19,509,000 Preferred 621,939,000 5,967,000 627,906,000 453,263,000 174,643,000 Participant Loans 44,731,000 - 44,731,000 - 44,731,000 ---------------- ------------ --------------- -------------- ---------------- TOTAL $ 2,407,382,000 $ 13,298,000 $ 2,420,680,000 $ 454,049,000 $ 1,966,631,000 ================ ============ =============== ============== ================
The accompanying notes are an integral part of this statement. -4- Delta Family-Care Savings Plan Statement of Changes in Net Assets Available for Benefits With Fund Information For the Year Ended June 30, 1995 Page 1 of 3
STOCKS BONDS DELTA STOCK CONTRACTS INDEX CONSERVATIVE GROWTH ------------ ------------ ------------ ------------ ------------ ------------ ----------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Contributions: Participants' $ 37,066,000 $ 11,789,000 $ 10,494,000 $ 37,189,000 $ 15,442,000 $ 3,616,000 $ 8,362,000 Employer's (Delta) 3,137,000 834,000 806,000 3,389,000 1,317,000 28,000 74,000 ------------ ------------ ------------ ------------ ------------ ----------- ----------- $ 40,203,000 $ 12,623,000 $ 11,300,000 $ 40,578,000 $ 16,759,000 $ 3,644,000 $ 8,436,000 ------------ ------------ ------------ ------------ ------------ ----------- ----------- Investment income: Net appreciation in fair value of investments 52,091,000 11,062,000 50,745,000 - 26,184,000 5,146,000 11,643,000 Interest and dividends 835,000 287,000 704,000 42,506,000 344,000 77,000 168,000 ------------ ------------ ------------ ------------ ------------ ----------- ----------- 52,926,000 11,349,000 51,449,000 42,506,000 26,528,000 5,223,000 11,811,000 Less investment expenses (1,375,000) (439,000) (1,000) - - (115,000) (210,000) ------------ ------------ ------------ ------------ ------------ ----------- ----------- $ 51,551,000 $ 10,910,000 $ 51,448,000 $ 42,506,000 $ 26,528,000 $ 5,108,000 $11,601,000 ------------ ------------ ------------ ------------ ------------ ----------- ----------- ------------ ------------ ------------ ------------ ------------ ----------- ----------- TOTAL ADDITIONS $ 91,754,000 $ 23,533,000 $ 62,748,000 $ 83,084,000 $ 43,287,000 $ 8,752,000 $20,037,000 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Withdrawals (12,999,000) (6,090,000) (4,644,000) (37,236,000) (4,133,000) (2,123,000) (2,893,000) Administrative expenses (500,000) (277,000) (2,000) (622,000) (74,000) (88,000) (157,000) Transfers to other plans (Note 5) (2,397,000) (1,030,000) (754,000) (4,919,000) (1,181,000) (656,000) (1,401,000) Interest expense on ESOP notes - - - - - - - ------------ ------------ ------------ ------------ ------------ ----------- ----------- TOTAL DEDUCTIONS $(15,896,000) $ (7,397,000)$ (5,400,000) $(42,777,000) $ (5,388,000) $(2,867,000) $(4,451,000) ------------ ------------ ------------ ------------ ------------ ----------- ----------- Net increase/decrease prior to interfund transfers: $ 75,858,000 $ 16,136,000 $ 57,348,000 $ 40,307,000 $ 37,899,000 $ 5,885,000 $15,586,000 Interfund transfers (43,362,000) (15,687,000) (16,583,000) 10,844,000 (2,975,000) (3,791,000) (4,310,000) ------------ ------------ ------------ ------------ ------------ ----------- ----------- Net increase $ 32,496,000 $ 449,000 $ 40,765,000 $ 51,151,000 $ 34,924,000 $ 2,094,000 $11,276,000 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of Year, July 1, 1994 $306,779,000 $119,472,000 $ 83,707,000 $584,650,000 $ 97,167,000 $33,763,000 $58,337,000 End of Year, June 30, 1995 $339,275,000 $119,921,000 $124,472,000 $635,801,000 $132,091,000 $35,857,000 $69,613,000 ============ ============ ============ ============ ============ =========== ===========
The accompanying notes are an integral part of this statement. -5- Delta Family-Care Savings Plan Statement of Changes in Net Assets Available for Benefits With Fund Information For the Year Ended June 30, 1995 Page 2 of 3
DELAWARE CONTRAFUND EQUITY INCOME GROWTH & INCOME MAGELLAN OTC MERRILL LYNCH ---------- ---------- ------------- --------------- -------- ---------- ------------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Contributions: Participants' $ 283,000 $ 12,096,000 $ 1,504,000 $ 2,070,000 $ 10,150,000 $ 404,000 $ 408,000 Employer's (Delta) 27,000 371,000 63,000 156,000 194,000 61,000 11,000 ----------- ------------- ------------- -------------- ------------- ----------- ----------- $ 310,000 $ 12,467,000 $ 1,567,000 $ 2,226,000 $ 10,344,000 $ 465,000 $ 419,000 ----------- ------------- ------------- ------------- ------------- ----------- ----------- Investment Income: Net appreciation in fair value of investments 388,000 18,754,000 982,000 2,151,000 17,635,000 1,050,000 173,000 Interest and dividends 66,000 262,000 802,000 864,000 536,000 23,000 262,000 ----------- ------------- ------------- ------------- ------------- ----------- ----------- 454,000 19,016,000 1,784,000 3,015,000 18,171,000 1,073,000 435,000 Less investment expenses - - - - - - - ----------- ------------- ------------- ------------- ------------- ----------- ----------- $ 454,000 $ 19,016,000 $ 1,784,000 $ 3,015,000 $ 18,171,000 $ 1,073,000 $ 435,000 ----------- ------------- ------------- ------------- ------------- ----------- ----------- ----------- ------------- ------------- ------------- ------------- ----------- ----------- TOTAL ADDITIONS $ 764,000 $ 31,483,000 $ 3,351,000 $ 5,241,000 $ 28,515,000 $ 1,538,000 $ 854,000 ----------- ------------- ------------- ------------- ------------- ----------- ----------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Withdrawals (44,000) (2,979,000) (581,000) (526,000) (3,084,000) (72,000) (128,000) Administrative expenses (1,000) (23,000) (3,000) (4,000) (23,000) (1,000) (1,000) Transfers to other plans (Note 5) (11,000) (2,542,000) (270,000) (132,000) (778,000) (59,000) (57,000) Interest expense on ESOP notes - - - - - - - ----------- ------------- ------------- ------------- ------------- ----------- ----------- TOTAL DEDUCTIONS $ (56,000) $ (5,544,000) $ (854,000) $ (662,000) $ (3,885,000) $ (132,000) $ (186,000) ----------- ------------- ------------- ------------- ------------- ----------- ----------- Net increase/decrease prior to interfund transfers: $ 708,000 $ 25,939,000 $ 2,497,000 $ 4,579,000 $ 24,630,000 $ 1,406,000 $ 668,000 Interfund transfers 1,712,000 13,416,000 4,633,000 $ 12,045,000 9,412,000 $ 5,414,000 $ 1,164,000 ----------- ------------- ------------- ------------- ------------- ----------- ----------- Net increase $ 2,420,000 $ 39,355,000 $ 7,130,000 $ 16,624,000 $ 34,042,000 $ 6,820,000 $ 1,832,000 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of Year, July 1, 1994 $ 992,000 $ 61,582,000 $ 8,108,000 $ 9,287,000 $ 50,852,000 $ 939,000 $ 1,617,000 End of Year, June 30, 1995 $ 3,412,000 $ 100,937,000 $ 15,238,000 $ 25,911,000 $ 84,894,000 $ 7,759,000 $ 3,449,000 =========== ============= ============= ============= ============ =========== ===========
The accompanying notes are an integral part of this statement. -6- Delta Family-Care Savings Plan Statement of Changes in Net Assets Available for Benefits With Fund Information For the Year Ended June 30, 1995 Page 3 of 3
PARTICIPANT TEMPLETON SELECT ULTRA PREFERRED LOANS TOTAL --------- ------ ----- --------- ----------- ----- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Contributions: Participants' $ 3,566,000 $ 211,000 $ 2,049,000 $ - $ - $ 156,699,000 Employer's (Delta) 263,000 5,000 149,000 35,431,000 - 46,316,000 ------------ ----------- ------------- -------------- ------------- --------------- $ 3,829,000 $ 216,000 $ 2,198,000 $ 35,431,000 $ - $ 203,015,000 ------------ ----------- ------------- -------------- ------------- --------------- Investment income: Net appreciation in fair value of investments 1,293,000 93,000 3,171,000 37,006,000 - 239,567,000 Interest and dividends 663,000 92,000 320,000 30,213,000 - 79,024,000 ------------ ----------- ------------- -------------- ------------- --------------- 1,956,000 185,000 3,491,000 67,219,000 - 318,591,000 Less investment expenses - - - - - (2,140,000) ------------ ----------- ------------- -------------- ------------- --------------- $ 1,956,000 $ 185,000 $ 3,491,000 $ 67,219,000 $ - $ 316,451,000 ------------ ----------- ------------- -------------- ------------- --------------- ------------ ----------- ------------- -------------- ------------- --------------- TOTAL ADDITIONS $ 5,785,000 $ 401,000 $ 5,689,000 $ 102,650,000 $ - $ 519,466,000 ------------ ----------- ------------- -------------- ------------- --------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Withdrawals (684,000) (127,000) (392,000) (7,617,000) (1,611,000) (87,963,000) Administrative expenses (6,000) - (4,000) (62,000) - (1,848,000) Transfers to other plans (Note 5) (301,000) (14,000) (293,000) (3,458,000) (22,000) (20,275,000) Interest expense on ESOP notes - - - (33,199,000) - (33,199,000) ------------ ----------- ------------- -------------- ------------- --------------- TOTAL DEDUCTIONS $ (991,000) $ (141,000) $ (689,000)$ (44,336,000) $ (1,633,000) $ (143,285,000) ------------ ----------- ------------- -------------- ------------- --------------- Net increase/decrease prior to interfund transfers: $ 4,794,000 $ 260,000 $ 5,000,000 $ 58,314,000 $ (1,633,000) $ 376,181,000 Interfund transfers 8,989,000 219,000 7,504,000 1,000 11,355,000 - ------------ ----------- ------------- -------------- ------------- --------------- Net increase $ 13,783,000 $ 479,000 $ 12,504,000 $ 58,315,000 $ 9,722,000 $ 376,181,000 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of Year, July 1, 1994 $ 13,849,000 $ 1,007,000 $ 7,005,000 $ 116,328,000 $ 35,009,000 $ 1,590,450,000 End of Year, June 30, 1995 $ 27,632,000 $ 1,486,000 $ 19,509,000 $ 174,643,000 $ 44,731,000 $ 1,966,631,000 ============ =========== ============= ============== ============= ===============
The accompanying notes are an integral part of this statement. -7- Delta Family-Care Savings Plan Statement of Net Assets Available for Benefits With Fund Information June 30, 1994
FUND INVESTMENTS RECEIVABLES TOTAL ASSETS LIABILITIES NET ASSETS - -------- ------------- ------------ --------------- ------------- ---------------- (Note 2) (Schedule I) (Note 3) (Note 3) Stocks $ 300,263,000 $ 6,925,000 $ 307,188,000 $ 409,000 $ 306,779,000 Bonds 119,063,000 787,000 119,850,000 378,000 119,472,000 Delta Stock 82,923,000 785,000 83,708,000 1,000 83,707,000 Contracts 582,721,000 1,993,000 584,714,000 64,000 584,650,000 Index 96,381,000 786,000 97,167,000 - 97,167,000 Conservative 33,619,000 184,000 33,803,000 40,000 33,763,000 Growth 57,978,000 425,000 58,403,000 66,000 58,337,000 Delaware 992,000 - 992,000 - 992,000 Contrafund 61,576,000 6,000 61,582,000 - 61,582,000 Equity Income 8,107,000 1,000 8,108,000 - 8,108,000 Growth & Income 9,286,000 1,000 9,287,000 - 9,287,000 Magellan 50,845,000 7,000 50,852,000 - 50,852,000 OTC 939,000 - 939,000 - 939,000 Merrill Lynch 1,617,000 - 1,617,000 - 1,617,000 Templeton 13,849,000 - 13,849,000 - 13,849,000 Select 1,007,000 - 1,007,000 - 1,007,000 Ultra 7,005,000 - 7,005,000 - 7,005,000 Preferred 575,020,000 7,213,000 582,233,000 465,905,000 116,328,000 Participant Loans 35,009,000 - 35,009,000 - 35,009,000 ---------------- ------------ --------------- ------------- ---------------- TOTAL $ 2,038,200,000 $ 19,113,000 $ 2,057,313,000 $ 466,863,000 $ 1,590,450,000 ================ ============ =============== ============= ================
The accompanying notes are an integral part of this statement. -8- Delta Family-Care Savings Plan Statement of Changes in Net Assets Available for Benefits With Fund Information For the Year Ended June 30, 1994 Page 1 of 3
STOCKS BONDS DELTA STOCK CONTRACTS INDEX CONSERVATIVE GROWTH ------ ----- ----------- --------- ----- ------------ ------ ADDITIONS TO NET ASETS ATTRIBUTED TO: Contributions: Participants' $ 38,166,000 $ 14,717,000 $ 13,216,000 $ 41,636,000 $ 16,907,000 $ 4,634,000 $ 9,772,000 Employer's (Delta) 4,820,000 1,443,000 1,648,000 4,903,000 1,593,000 419,000 761,000 ------------- ------------- ------------- ------------- ------------ ----------- ------------ $ 42,986,000 $ 16,160,000 $ 14,864,000 $ 46,539,000 $ 18,500,000 $ 5,053,000 $ 10,533,000 ------------- ------------- ------------- ------------- ------------ ----------- ------------ Investment income: Net appreciation/ (depreciation) in fair value of investments 21,295,000 (438,000) (3,164,000) - 1,139,000 (1,079,000) (1,567,000) Interest and dividends 605,000 228,000 711,000 40,070,000 250,000 62,000 121,000 ------------- ------------- ------------- ------------- ------------ ----------- ------------ 21,900,000 (210,000) (2,453,000) 40,070,000 1,389,000 (1,017,000) (1,446,000) Less investment expenses (1,498,000) (659,000) (14,000) - - (125,000) (194,000) ------------- ------------- ------------- ------------- ------------ ----------- ------------ $ 20,402,000 $ (869,000) $ (2,467,000) $ 40,070,000 $ 1,389,000 $(1,142,000) $ (1,640,000) ------------- ------------- ------------- ------------- ------------ ----------- ------------ ------------- ------------- ------------- ------------- ------------ ----------- ------------ TOTAL ADDITIONS $ 63,388,000 $ 15,291,000 $ 12,397,000 $ 86,609,000 $ 19,889,000 $ 3,911,000 $ 8,893,000 ------------- ------------- ------------- ------------- ------------ ----------- ------------ DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Withdrawals (8,499,000) (5,678,000) (3,913,000) (32,081,000) (3,196,000) (1,786,000) (1,579,000) Administrative expenses (74,000) (119,000) (1,000) (534,000) (56,000) (47,000) (86,000) Interest expense on ESOP notes - - - - - - - ------------- ------------- ------------- ------------- ------------ ----------- ------------ TOTAL DEDUCTIONS $ (8,573,000) $ (5,797,000) $ (3,914,000) $ (32,615,000) $ (3,252,000) $(1,833,000) $ (1,665,000) ------------- ------------- ------------- ------------- ------------ ----------- ------------ Net increase/decrease prior to interfund tranfers: $ 54,815,000 $ 9,494,000 $ 8,483,000 $ 53,994,000 $ 16,637,000 $ 2,078,000 $ 7,228,000 Interfund transfers 10,472,000 (37,968,000) (29,115,000) (161,684,000) (8,871,000) 31,685,000 51,109,000 ------------- ------------- ------------- ------------- ------------ ----------- ------------ Net increase/(decrease) $ 65,287,000 $ (28,474,000) $ (20,632,000) $(107,690,000) $ 7,766,000 $33,763,000 $ 58,337,000 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of Year, July 1, 1993 $ 241,492,000 $ 147,946,000 $ 104,339,000 $ 692,340,000 $ 89,401,000 $ - $ - End of Year, June 30, 1994 $ 306,779,000 $ 119,472,000 $ 83,707,000 $ 584,650,000 $ 97,167,000 $33,763,000 $ 58,337,000 ============= ============= ============= ============= ============ =========== ============
The accompanying notes are an integral part of this statement. -9- Delta Family-Care Savings Plan Statement of Changes in Net Assets Available for Benefits With Fund Information For the Year Ended June 30, 1994 Page 2 of 3
EQUITY GROWTH & Merrill DELAWARE CONTRAFUND INCOME INCOME MAGELLAN OTC Lynch -------- ---------- ------ -------- -------- --- --------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Contributions: Participants' $ 246,000 $12,704,000 $ 1,441,000 $1,736,000 $10,450,000 $ 251,000 $ 404,000 Employer's (Delta) 30,000 867,000 94,000 121,000 1,074,000 12,000 6,000 --------- ----------- ----------- ---------- ----------- --------- --------- $ 276,000 $13,571,000 $ 1,535,000 $1,857,000 $11,524,000 $ 263,000 $ 410,000 --------- ----------- ----------- ---------- ----------- --------- --------- Investment income: Net appreciation/(depreciation) in fair value of investments (189,000) (7,442,000) (386,000) (382,000) (8,122,000) (126,000) (38,000) Interest and dividends 57,000 4,530,000 472,000 306,000 4,845,000 60,000 61,000 --------- ----------- ----------- ---------- ----------- --------- --------- (132,000) (2,912,000) 86,000 (76,000) (3,277,000) (66,000) 23,000 Less investment expenses - - - - - - - --------- ----------- ----------- ---------- ----------- --------- --------- $(132,000) $(2,912,000) $ 86,000 $ (76,000) $(3,277,000) $ (66,000) $ 23,000 --------- ----------- ----------- ---------- ----------- --------- --------- TOTAL ADDITIONS $ 144,000 $10,659,000 $ 1,621,000 $1,781,000 $ 8,247,000 $ 197,000 $ 433,000 --------- ----------- ----------- ---------- ----------- --------- --------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Withdrawls (21,000) (1,552,000) (168,000) (311,000) (1,296,000) (41,000) (64,000) Administrative expenses (1,000) (19,000) (2,000) (2,000) (18,000) - - Interest expense on ESOP notes - - - - - - - --------- ----------- ----------- ---------- ----------- --------- --------- TOTAL DEDUCTIONS $ (22,000) $(1,571,000) $ (170,000) $ (313,000) $(1,314,000) $ (41,000) $ (64,000) --------- ----------- ----------- ---------- ----------- --------- --------- Net increase/decrease prior to interfund transfers: $ 122,000 $ 9,088,000 $ 1,451,000 $1,468,000 $6,933,000 $ 156,000 $ 369,000 Interfund transfers 870,000 52,494,000 6,657,000 7,819,000 43,919,000 783,000 1,248,000 --------- ----------- ----------- ---------- ----------- --------- ---------- Net increase/(decrease) $ 992,000 $61,582,000 $ 8,108,000 $9,287,000 $50,852,000 $ 939,000 $1,617,000 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of Year, July 1, 1993 $ - $ - $ - $ - $ - $ - $ - End of Year, June 30, 1994 $ 992,000 $61,582,000 $ 8,108,000 $9,287,000 $50,852,000 $939,000 $1,617,000 ========= =========== =========== ========== =========== ========= ==========
The accompanying notes are an integral part of this statement. -10- Delta Family-Care Savings Plan Statement of Changes in Net Assets Available for Benefits With Fund Information For the Year Ended June 30, 1994
Page 3 of 3 PARTICIPANT TEMPLETON SELECT ULTRA PREFERRED LOANS TOTAL --------- ------ ----- --------- ----- ----- ADDITIONS TO NET ASETS ATTRIBUTED TO: Contributions: Participants' $ 1,553,000 $ 238,000 $ 1,471,000 $ - $ - $ 169,542,000 Employer's (Delta) 201,000 15,000 124,000 35,276,000 - 53,407,000 ------------ ----------- ----------- ------------- ------------ --------------- $ 1,754,000 $ 253,000 $ 1,595,000 $ 35,276,000 $ - $ 222,949,000 ------------ ----------- ----------- ------------- ------------ --------------- Investment income: Net appreciation/(depreciation) in fair value of investments (253,000) (210,000) (838,000) (4,156,000) - (5,956,000) Interest and dividends 248,000 103,000 19,000 30,228,000 - 82,976,000 ------------ ----------- ----------- ------------- ------------ --------------- (5,000) (107,000) (819,000) 26,072,200 - 77,020,000 Less investment expenses - - - - - (2,490,000) ------------ ----------- ----------- ------------- ------------ --------------- $ (5,000) $ (107,000) $ (819,000) $ 26,072,000 $ - $ 74,530,000 ------------ ----------- ----------- ------------- ------------ --------------- TOTAL ADDITIONS $ 1,749,000 $ 146,000 $ 776,000 $ 61,348,000 $ - $ 297,479,000 ------------ ----------- ----------- ------------- ------------ --------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Withdrawals (155,000) (11,000) (192,000) (3,575,000) (875,000) (64,993,000) Administrative expenses (2,000) - (3,000) (46,000) - (1,010,000) Interest expense on ESOP notes - - - (33,818,000) - (33,818,000) ------------ ----------- ----------- ------------- ------------ --------------- TOTAL DEDUCTIONS $ (157,000) $ (11,000) $ (195,000) $ (37,439,000) $ (875,000) $ (99,821,000) ------------ ----------- ----------- ------------- ------------ --------------- Net increase/decrease prior to interfund transfers: $ 1,592,000 $ 135,000 $ 581,000 $ 23,909,000 $ (875,000) $ 197,658,000 Interfund transfers 12,257,000 872,000 6,424,000 - 11,029,000 - ------------ ----------- ----------- ------------- ------------ --------------- Net increase/(decrease) $ 13,849,000 $ 1,007,000 $ 7,005,000 $ 23,909,000 $ 10,154,000 $ 197,658,000 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of Year, July 1, 1993 $ - $ - $ - $ 92,419,000 $ 24,855,000 $ 1,392,792,000 End of Year, June 30, 1994 $ 13,849,000 $ 1,007,000 $ 7,005,000 $ 116,328,000 $ 35,009,000 $ 1,590,450,000 ============ =========== =========== ============= ============ ===============
The accompanying notes are an integral part of this statement. -11- DELTA FAMILY-CARE SAVINGS PLAN ------------------------------ NOTES TO FINANCIAL STATEMENTS AND SCHEDULES ------------------------------------------- JUNE 30, 1995 AND 1994 ---------------------- 1. DESCRIPTION OF PLAN: The following description of the Delta Family-Care Savings Plan (the "Plan") provides only general information regarding the Plan as in effect on June 30, 1995. Participants should refer to the Plan document for a complete description of the Plan's provisions. The Plan is a defined contribution plan established by Delta Air Lines, Inc. ("Delta" or the "Company"). Active Delta personnel who have completed 12 consecutive months of employment and are either paid on the United States domestic payroll or employed in the Commonwealth of Puerto Rico are eligible to participate in the Plan. Effective July 1, 1993, the Plan was amended to permit participation to begin on the first day of the first pay period following eligibility. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The responsibility for operation and administration of the Plan (except for investment management and control of assets) is vested in the Administrative Committee appointed by the Board of Directors of the Company. The Benefit Funds Investment Committee (the "BFIC") of the Board of Directors is responsible for investment management and control of assets of the Plan. However, the Plan allows a participant to exercise control over the assets in his account (except the Preferred Stock Fund) and is intended to qualify as a plan described in Section 404(c) of ERISA and Federal Regulation 2550.404(c)-1. The BFIC has appointed outside investment managers (including the Trustee) to manage the portfolios and investment options in which a participant may invest his account. The BFIC evaluates the performance of the investment managers and the trustee. The investment managers and the trustee are authorized to purchase and sell securities subject to certain investment restrictions determined by the BFIC, as applicable. Effective July 1, 1993, the trustee and recordkeeping functions of the Plan were transferred to Fidelity Management Trust Company (the "Trustee") and Fidelity Institutional Retirement Services Company (the "Recordkeeper"), respectively. The Recordkeeper is responsible for maintaining appropriate records of investment transactions, participant account balances, and, under the direction of the Administrative Committee, for distributions from participants' accounts. Contributions Eligible non-pilot personnel who are not based in Puerto Rico and who had gross earnings (as defined in the Plan) of less than $55,000 in the previous calendar year may contribute up to 15% of their earnings to the Plan. Eligible non-pilot personnel who had gross earnings of $55,000 or more in the previous calendar year and Puerto Rico based personnel may contribute up to 10% of their gross earnings to the Plan. Once a non-pilot participant is eligible to contribute 15%, he will not be disqualified from contributing up to 15% solely -12- because his gross earnings exceed $55,000 in the future. Eligible pilot personnel may contribute up to 6% of their gross earnings to the Plan. These contributions may be made, at the option of the employee, as pre-tax contributions or after-tax contributions, or as a combination of both pre-tax and after-tax contributions. Delta contributes 50c to a participant's account for every $1 contributed by the participant, up to 2% of the participant's annual earnings. In accordance with federal law, an employee's annual gross earnings in excess of specified levels are not considered for purposes of determining how much the employee or Delta may contribute to the Plan. Moreover, there are other limits imposed by federal law which may limit the amount of pre-tax, after-tax or employer contributions that may be made on behalf of a participant. Beginning October 1, 1989, the first $1,000 (increased by $50 per Plan year) of Delta's contributions to a participant's account (the "Annual Cap") is invested in Delta's Series B ESOP Convertible Preferred Stock ("Preferred Stock"), and Delta's Common Stock ("Common Stock") (see Note 9). The remainder, if any, of Delta's contributions to a participant's account during a Plan year will be invested in the other Plan funds (see Note 2) in the same proportion as the participant directs for his or her own contributions. Effective July 1, 1995, the Plan was amended to provide that Delta's matching contributions in excess of the Annual Cap shall instead be made in Common Stock for non-collectively bargained, highly compensated employees (as determined under the Internal Revenue Code of 1986). Vesting Participants are immediately vested in all contributions to their accounts plus actual earnings thereon. Participant Accounts Individual accounts are maintained for each of the Plan's participants to reflect the participant's contributions and related employer matching contributions as well as the participant's share of the Plan's income and any related administrative expenses. Allocations of the Plan's net income are based on the proportion that each participant's account balance bears to the total of all participant account balances. Income from participant loans is not subject to this allocation. Account Distributions Upon retirement or disability, a participant's non-ESOP account balance may be distributed in the form of monthly installments which continue over the participant's life expectancy. The life expectancy is calculated based on the participant's age at retirement, date of total and permanent disability, or, if distribution is deferred, the date the request for distribution is processed. The monthly installment payments are based on (a) the amount remaining in the participant's account; (b) the investment gains and losses on the investment options in which the participant's account was invested; and (c) remaining life expectancy. However, a participant may elect a different form of retirement benefit such as a single sum cash payment, cash payments in monthly variable installments for a definite period not to exceed life expectancy, or monthly variable installments to be paid over the life expectancy of the participant and the participant's spouse. A participant's ESOP account balance may be distributed as a lump sum cash payment or in Common Stock, at the participant's election, when distribution of the non-ESOP portion of the account begins. -13- Upon termination of employment for reasons other than retirement or disability, a participant's non-ESOP account balance may be distributed as a lump sum cash payment or the participant may elect to defer distribution. A participant's ESOP account balance may be distributed as a lump sum cash payment or in Common Stock, at the participant's election, when distribution of the non-ESOP portion of the account begins. A participant, while employed, may elect to withdraw all after-tax contributions, pre-1989 matching contributions and the earnings thereon. Under certain specified hardship circumstances, a participant, while employed, may also elect to withdraw pre-tax contributions. Distributions from the Plan are subject to income taxes, and specified types of early withdrawals may also be subject to significant tax penalties. Loans to Participants Participants may borrow against a portion of their Plan account balances. The loans are repaid, generally through regular payroll deductions, over a period not to exceed four years. The principal amounts of the loans are assets of the Plan and earn interest, which represents income to the borrowing participant, at a fixed rate equal to the average of the secured loan interest rate and the unsecured loan interest rate of the Delta Employees' Credit Union at initiation of the loan. This rate fluctuated between 9.45% and 12.5% during the 1995 and 1994 Plan years. 2. INVESTMENT OPTIONS The following investment options, all of which are participant directed except the Preferred Stock Fund, were available to all participants under the Plan during the Plan years ended June 30, 1995 and 1994. . Commingled Stocks Fund ("Stocks Fund") - invested in investment strategy portfolios which primarily held U.S. and foreign stocks; . Commingled Bonds Fund ("Bonds Fund") - invested in a diversified portfolio invested primarily in fixed-income securities; . Delta Common Stock Fund ("Delta Stock Fund") - invested primarily in Common Stock; . Insurance Contracts/Stable Value Fund ("Contracts Fund") - invested primarily in a portfolio of investment contracts issued by major insurance companies; . Fidelity U.S. Equity Index Commingled Fund ("Index Fund") - invested in a pooled investment vehicle which invested primarily in a portfolio of the common stock of corporations included in the Standard & Poor's 500 Index; and . Preferred Stock Fund ("Preferred Fund") - invested primarily in Preferred Stock and Common Stock (see Note 9). In addition, during the Plan year ended June 30, 1994 and the period from July 1, 1994 to March 31, 1995, non-pilot participants (December 1, 1994 to March 31, 1995 in the case of pilot participants) could also invest in two investment strategy portfolios, plus one fund from the "Window of Choices" option which contains ten mutual funds. Effective April 1, 1995, the Plan was amended to permit all participants to invest in an unlimited number of funds in the "Window of Choices" option. -14- The investment strategy portfolios are: . Conservative Growth Balanced Fund ("Conservative") - invested primarily in portfolios of high-quality fixed-income securities and diversified U.S. equity securities; and . Growth Balanced Fund ("Growth") - invested primarily in portfolios of diversified U.S. equity securities and high-quality fixed-income securities. The "Window of Choices" option contains the following ten mutual funds: . Delaware Group Trend Fund ("Delaware") - invested primarily in U.S. stocks of emerging and other growth-oriented companies; . Fidelity Contrafund ("Contrafund") - invested primarily in undervalued common stocks and securities convertible into common stocks and other securities for capital appreciation; . Fidelity Equity-Income Fund ("Equity Income") - invested primarily in dividend-paying common and preferred stocks; . Fidelity Growth & Income Fund ("Growth & Income") - invested primarily in U.S. equity securities of companies that offer potential for earnings growth while paying current dividends; . Fidelity Magellan Fund ("Magellan") - invested primarily in common stocks and securities convertible into common stocks of both U.S. and foreign companies; . Fidelity OTC Portfolio ("OTC") - invested primarily in securities that are traded on the "over the counter" market; . Merrill Lynch Capital Fund (Class A)("Merrill Lynch") - invested primarily in equity securities, corporate bonds, money market securities, and may invest in the securities of foreign issuers; . Templeton Foreign Equity Series Fund ("Templeton") - invested primarily in stocks of undervalued foreign companies; . Twentieth Century Select Investors Fund ("Select") - invested primarily in large capitalization U.S. common stocks; and . Twentieth Century Ultra Investors Fund ("Ultra") - invested primarily in U.S. common stocks of small-to-medium sized companies. During the Plan years ended June 30, 1995 and 1994, all Plan participants could allocate their contributions and existing fund balances in 1% multiples among the investment options available to them at any given time (see discussion of timing and effect of various amendments to the Plan above), but they could not allocate more than 50% of their contributions to the Delta Stock Fund. -15- 3. SUMMARY OF ACCOUNTING POLICIES: Basis of Accounting The financial statements of the Plan are prepared under the accrual method of accounting. Investments Investments (see Note 2), are reported at approximate fair values at June 30, 1995 and 1994. These values are based on quoted market prices where available. The carrying values of all other financial instruments approximate their fair values. The fair market value of individual investments that represent 5% or more of the Plan's total net assets at June 30, 1995 and 1994, and the applicable number of shares or principal amounts are separately identified as follows:
Number of Shares or Market or Principal Amount Contract Value ------------------- -------------- 1995: FIDELITY MAGELLAN FUND 1,875,310 $156,584,000 FIDELITY BROAD MARKET COLLECTIVE TRUST 13,249,971 168,539,000 DELTA COMMON STOCK 3,072,225 226,576,000 DELTA PREFERRED STOCK 6,786,632 488,639,000 FIDELITY U.S. EQUITY INDEX COMMINGLED FUND 9,122,497 131,364,000 FIDELITY SELECT EQUITY COLLECTIVE TRUST FUND 8,872,157 135,648,000 1994: Fidelity Magellan Fund 1,722,177 $110,116,000 Fidelity Broad Market Collective Trust 14,035,630 162,392,000 Delta Common Stock 2,980,285 134,859,000 Delta Preferred Stock 6,878,294 495,237,000 Fidelity Select Equity Collective Trust Fund 10,872,545 130,305,000
The net appreciation/depreciation in fair value of investments includes both net unrealized appreciation/depreciation of Plan assets and net realized gain/loss on sales of Plan assets. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Distributions Account distributions are recorded when paid. There were no amounts payable at June 30, 1995 and 1994, to individuals who had withdrawn from participation in the Plan. -16- Receivables and Liabilities The receivables shown in the aggregate in the accompanying statements of net assets include: 1995 1994 ------------ ------------ Employer contributions $ 11,791,000 $ 13,038,000 Interest and dividends 82,000 62,000 Due from broker 1,425,000 6,013,000 ------------ ------------ Total $ 13,298,000 $ 19,113,000 ============ ============ The liabilities shown in the aggregate in the accompanying statements of net assets include: 1995 1994 ------------ ------------ ESOP Notes--principal $421,203,000 $432,048,000 ESOP Notes--interest 28,406,000 33,818,000 Due to broker 3,654,000 267,000 Due to others 786,000 730,000 ------------ ------------ Total $454,049,000 $466,863,000 ============ ============ Administrative Expenses Certain administrative functions for the Plan are performed by officers or employees of Delta. No such officer or employee receives compensation from the Plan. 4. PARTICIPANTS: The following table represents the number of participants in each fund at June 30, 1995.
Fund Participants Fund Participants Fund Participants - ------------------------------------------------------------------------------------------------ Stocks 30,288 Growth 10,931 OTC 977 Bonds 18,471 Delaware 536 Merrill Lynch 894 Delta Stock 19,538 Contrafund 9,699 Templeton 3,137 Contracts 31,453 Equity Income 1,954 Select 329 Index 17,346 Growth & Income 2,702 Ultra 2,371 Conservative 5,965 Magellan 10,052 Preferred (allocated) 55,563 Total 56,876 - ------------------------------------------------------------------------------------------------
At June 30, 1995, 5,172 retired participants (or their designated beneficiaries) were receiving monthly distributions from their accounts or had elected to defer distribution to a later date. 5. TRANSFERS TO OTHER PLANS: Effective February 1, 1995, the Plan was amended to provide the Administrative Committee with the power to direct the Trustee to transfer assets and liabilities attributable to certain Plan participants to another tax-qualified plan upon the happening of certain corporate events. During the Plan year ended June 30, 1995, Delta and AT&T Global Information Solutions Company formed TransQuest Information Solutions ("TransQuest"), a joint venture to provide information technology services to Delta and others in the travel and transportation industries. Following the -17- formation of this joint venture, certain employees and their related assets and liabilities of the Plan, valued at $20,275,000, were transferred to TransQuest and its sponsored plan. 6. FEDERAL INCOME TAXES: The Plan received a determination letter dated August 18, 1992, from the Internal Revenue Service ("IRS") which states that the Plan, as amended through March 10, 1992, is in compliance with Section 401(a) and applicable subsections of Section 409 of the Internal Revenue Code of 1986, as amended ("Code"), is entitled to an exemption from federal income taxation under Section 501(a) of the Code, is an employee stock ownership plan with a cash or deferred arrangement under Section 401(k) of the Code, and satisfies the requirements of Section 4975(e)(7) of the Code. A new determination letter request is currently pending with the IRS. In the opinion of Delta's management, the Plan as of June 30, 1995, continues to be in compliance with Sections 401(a), applicable subsections of Section 409 and 401(k), and Section 4975 (e)(7), and continues to be entitled to an exemption from federal income taxation under Section 501(a); thus, no provision for federal income taxes has been made in the accompanying financial statements. 7. PLAN TERMINATION: The Plan provides that Delta, at its discretion, may amend or discontinue the Plan at any time. Plan assets that are held in the Contracts Fund are subject to certain restrictions which, in the event of Plan termination, may affect the timing and value of participant account distributions. Such distributions from the Contracts Fund may (a) be made in installments over a period of one or more years, or (b), if distributed in a single sum, incur a reduction in value. The amount of such a reduction would depend on the market value adjustments made by each insurance company to the value of assets distributed from their respective contracts. 8. PLAN AMENDMENTS: Effective July 1, 1993, the Plan was amended, in certain respects, including, among other things, to increase the investment options available to non-pilot participants, to permit certain non-pilot participants to contribute up to 15% of their earnings, subject to certain conditions, and to permit non-pilot participants to reallocate their account balances or future contributions on a daily rather than quarterly basis. Effective December 1, 1994, the Plan was amended and restated, in certain respects, including among other things, to increase the investment options available to pilot participants, and to permit pilot participants to reallocate their account balances or future contributions on a daily rather than quarterly basis. Effective April 1, 1995, the Plan was amended to allow all participants to invest in an unlimited number of funds in the "Window of Choices" option. Effective June 1, 1995, the Plan was amended to provide that qualified matching contributions may be made on account of non-highly compensated Puerto Rican participants in the Plan, but only to the extent necessary to pass certain Plan discrimination tests. For a brief discussion of other Plan amendments, see Notes 1, 2 and 5. -18- 9. EMPLOYEE STOCK OWNERSHIP PLAN: Effective July 1, 1989, the Plan was amended and restated to add an ESOP feature. In connection with the establishment of the ESOP, Delta sold 6,944,450 shares of Preferred Stock to the ESOP trustee for $72 per share, or approximately $500 million. The ESOP trustee initially financed this purchase by borrowing $493 million from Delta and approximately $7 million from a bank. On January 2, 1990, the ESOP trustee repaid the outstanding principal balance of the loan from the bank. On February 22, 1990, the Plan issued $481.4 million principal amount of its Guaranteed Serial ESOP Notes ("ESOP Notes") to third party lenders. The proceeds of the issuance of the ESOP Notes were used to repay the outstanding principal balance of the loan made by Delta to the ESOP trustee when the ESOP was adopted. The ESOP Notes and certain related tax indemnities are guaranteed by Delta (see Note 10). The shares of Preferred Stock will be held in the name of the Trustee until redemption or conversion, and may not be sold by the Trustee or distributed outside the Plan except for resale to Delta. The Preferred Stock is redeemable at Delta's option at specified redemption prices payable, at Delta's election, in cash or Common Stock. Delta is required to redeem shares of Preferred Stock at any time to enable the Trustee to provide for distributions to participants. Each share of Preferred Stock has a stated value of $72; bears an annual cumulative cash dividend of 6%, or $4.32; is convertible into 0.8578 shares of Common Stock (a conversion price of $83.94), subject to adjustment in certain circumstances; has a liquidation preference of $72, plus any accrued and unpaid dividends; generally votes together as a single class with the Common Stock on matters upon which the Common Stock is entitled to vote; and has one vote per share, subject to adjustment in certain circumstances. In the event that full cumulative dividends on the Preferred Stock have not been paid when due, Delta may not pay cash dividends on its Common Stock. The Plan provides that shares of Preferred Stock and Common Stock allocated to a participant's account in the Preferred Fund ("Allocated Shares") and the Common Stock attributable to a participant's account in the Delta Stock Fund will be voted by the Trustee in accordance with the participant's confidential voting instructions or, if no voting instructions are received by the Trustee, such shares will be voted by the Trustee in its discretion. The Plan further provides that shares of Preferred Stock not yet allocated to any participant's account will be voted by the Trustee in proportion to the votes cast with respect to Allocated Shares for which voting instructions are received. Unallocated shares of Preferred Stock are held in a separate "Unallocated Account" of the Plan, pending release and allocation to participants' accounts. The number of shares of Preferred Stock released from the Unallocated Account for a Plan year will generally be the number of shares of Preferred Stock held in the Unallocated Account times the ratio that the amount of principal and interest paid on the ESOP Notes with respect to such Plan year bears to the total amount of principal and interest remaining to be paid (including payments with respect to such Plan year). Shares are released from the Unallocated Account to a "Holding Account" upon debt service payments and are then allocated to participants' accounts as Delta matching contributions and/or dividend income are received. -19- Shares of Preferred Stock released from the Unallocated Account (and not allocated as described in the last sentence of the preceding paragraph) will be allocated as of the end of each quarter to the accounts of participants making contributions to the Plan who are due a matching contribution (or dividend payment, if applicable). The number of shares of Preferred Stock so allocated will be based on a value equal to the higher of $72 per share or the market value of the shares of Preferred Stock as defined in the Plan, in either case plus accrued and unpaid dividends. If during the Plan year, the value of the Preferred Stock released from the Unallocated Account as a result of the repayment of the ESOP Notes is less than Delta's matching contribution to the Plan for that year, this difference will be made up by Delta (a) prepaying the ESOP Notes to release additional shares of Preferred Stock; (b) contributing cash to the Plan so the trustee may purchase Common Stock; or (c) contributing shares of Common Stock to the Plan; in each case, for allocation to participants' accounts to satisfy the matching contribution. However, if at the end of the Plan year the value of the Preferred Stock released from the Unallocated Account as a result of the scheduled repayment of the ESOP Notes during that Plan year is greater than Delta's matching contribution to the Plan for that Plan year, the excess will be divided evenly among all participants making contributions to the Plan. The ESOP Notes will be repaid primarily from the Company's contributions (see Note 1) and dividends on the Preferred Stock. If dividends on Allocated Shares are used to repay the ESOP Notes, additional shares of Preferred Stock and Common Stock equal in value to such dividends will be allocated to the accounts of participants who otherwise would have received such dividends. As of June 30, 1995, 1,673,315 shares of Preferred Stock with a market value, as defined, of $120,479,000 had been allocated to participants' accounts and 5,113,317 shares of Preferred Stock with a market value, as defined, of $368,160,000 were held in the Unallocated Account. During the Plan year ended June 30, 1995, 91,660 shares of Preferred Stock were redeemed in connection with the payment of participant benefits. 10. LONG-TERM DEBT: During the Plan year ended June 30, 1995, the Plan voluntarily prepaid in whole, with funds provided by Delta, the Plan's 1990 Series A and Series B Guaranteed Serial ESOP Notes ("Old Notes"), which were guaranteed by Delta. Simultaneously with the prepayment, the Plan issued to Delta 1994 Series A and Series B Guaranteed Serial ESOP Notes ("New Notes") in a principal amount equal to the Old Notes that were prepaid. The New Notes have the same interest rate and final maturity date as the corresponding series of Old Notes. Other terms of the New Notes are substantially the same as the corresponding series of Old Notes, except that the New Notes do not have the benefit of a credit enhancement. The principal amount outstanding and the other terms of the Plan's Series C ESOP Notes were not affected by the prepayment of the Old Notes. At June 30, 1995, the Plan's long-term debt, including current maturities of $12,444,000, consisted of $421,203,000 aggregate principal amount of Series C ESOP Notes and New Notes (see Note 9) with final maturity dates ranging from July 1, 1999 to January 1, 2009, and interest rates ranging from 7.26% to 8.10%. The interest rates on the Series C ESOP Notes and the New Notes are subject to adjustment in the event of certain changes in the federal income tax laws. Subject to certain restrictions, the Series C ESOP Notes and the New Notes may be prepaid at the option of the Plan at any time in whole or in part. As discussed in Note 7 of the Notes to Consolidated Financial Statements in Delta's 1995 Annual Report to Stockholders, -20- Delta may be required to purchase the Series C ESOP Notes at the option of the holders in certain circumstances. At June 30, 1995, the annual maturities of the Series C ESOP Notes and the New Notes for the next five years and thereafter were as follows: YEARS ENDING JUNE 30, AMOUNT --------------------- -------------- 1996 $ 12,444,000 1997 14,206,000 1998 16,146,000 1999 18,283,000 2000 20,634,000 After 2000 339,490,000 -------------- TOTAL $ 421,203,000 ============== 11. PARTICIPANTS' UNITS: At June 30, 1995, the number of participant units and unit value by fund were as follows: FUND UNITS UNIT VALUE --------------------- ------------ -------------- Stocks 26,671,955 $12.72 Bonds 11,116,818 10.79 Delta Stock 8,084,575 15.40 Contracts 634,063,241 1.00 Index 9,122,497 14.48 Conservative 3,080,685 11.64 Growth 5,737,060 12.13 Delaware 237,082 14.39 Contrafund 2,753,719 36.65 Equity Income 437,823 34.80 Growth & Income 1,066,808 24.29 Magellan 1,014,870 83.65 OTC 264,313 29.36 Merrill Lynch 117,438 29.37 Templeton 2,003,016 13.80 Select 38,626 38.47 Ultra 807,234 24.17 Preferred (allocated) 3,074,820 74.71 12. RELATED PARTY TRANSACTIONS: Certain of the Plan's investments are shares of mutual funds or interests in cash reserve accounts managed by the Trustee or affiliates of the Trustee. Transactions related to such investments qualify as permissible party-in-interest transactions under ERISA. Fees paid to the Trustee and the Recordkeeper by the Plan for investment management and recordkeeping -21- fees totaled $3,988,000 and $3,500,000 for the years ended June 30, 1995 and 1994, respectively. Additional fees totaling $148,479 and $483,000 were paid to the Trustee and Recordkeeper directly by Delta for the years ended June 30, 1995 and 1994, respectively. -22- Delta Family-Care Savings Plan SCHEDULE I Item 27a-Schedule of Assets Held for Investment Purposes Page 1 of 3 June 30, 1995
Principal Amount ($) or Market or Number of Contract Value Name of Issuer and Title of Issue Shares Cost (Note 3) --------------------------------- ----------- ---- ------------ STOCKS: Delta International Equity Pool: * Fidelity Management & Research Company, Fidelity Overseas Fund 988,345 $ 24,383,000 $ 27,970,000 * Fidelity Management & Research Company, Fidelity Select International Equity Portfolio 2,017,438 73,441,000 87,072,000 Delta U.S. Equity Pool: * Fidelity Management & Research Company, Fidelity Magellan Fund 687,368 45,363,000 57,392,000 * Fidelity Management & Research Company, Fidelity Growth & Income Portfolio 2,339,299 48,046,000 56,561,000 * Fidelity Management & Research Company, Fidelity Select Equity Collective Trust Fund 7,087,574 81,566,000 108,363,000 ------------ ------------ Total $272,799,000 $337,358,000 ------------ ------------ BONDS: * Fidelity Management Trust Company, Fidelity Broad Market Duration ------------ ------------ Collective Trust 9,386,711 $110,087,000 $119,399,000 ------------ ------------ DELTA STOCK: * Delta Air Lines, Inc., Common Stock 1,669,927 85,619,000 123,157,000 * Fidelity Management Trust Company, Fidelity Employee Benefit U.S. Government Reserves Portfolio $ 875,000 875,000 875,000 ------------ ------------ Total $ 86,494,000 $124,032,000 ------------ ------------ CONTRACTS: * Fidelity Management Trust Company, Fidelity Employee Benefit U.S. Government Reserves Portfolio $35,341,000 35,341,000 35,341,000 Guaranteed Insurance Contracts: AEtna Life Insurance Company GIC: #13690 1990-001, 9.09%, due August 1, 1995 $11,813,000 11,813,000 15,336,000 #13690 1990-002, 9.25%, due October 2, 1995 $ 5,875,000 5,875,000 7,660,000 ALLSTATE Life Insurance Company GIC: GA-5753, 7.50%, due November 15, 1998 $15,000,000 15,000,000 15,349,000 Cigna GIC: GIC-25121, 8.68%, due January 17, 1998 $ 7,500,000 7,500,000 7,788,000 CNA Assurance Company GIC: 12971, 6.93%, due June 30, 1997 $20,000,000 20,000,000 21,448,000 GP-12614, 8.50%, due March 1, 1996 $16,727,000 16,727,000 21,363,000 GP-30000-105, 7.54%, due April 1, 1999 $ 2,154,000 2,154,000 2,154,000 Commonwealth Life Insurance Company GIC: ADA00349FR, 8.20%, due February 1, 1996 $ 3,461,000 3,461,000 3,443,000 Hartford GIC: GA-9176, 8.91%, due June 17, 1997 $10,000,000 10,000,000 14,112,000 John Hancock GIC: GAC 5642, 9.29%, due July 31, 1997 $ 5,947,000 5,947,000 7,763,000 GAC 5737, 9.31%, due November 14, 1997 $ 5,804,000 5,804,000 7,580,000 GAC 5833, 8.86%, due January 16, 1998 $ 3,000,000 3,000,000 4,379,000 GAC 6256, 7.43%, due May 30, 1997 $10,000,000 10,000,000 12,469,000 Lincoln National: GA-09725, 7.38%, due June 30, 1996 $20,000,000 20,000,000 20,004,000 Massachusetts Mutual GIC: PGIC 10391, 7.4%, due July 5, 2002 $37,180,000 37,180,000 37,180,000 GAC-10064, 9.70%, due December 1, 1997 $11,666,000 11,666,000 15,399,000 MBL Life Assurance GIC: 4982-1, 5.10%, due December 31, 1999 $ 3,590,000 3,590,000 3,736,000 4982-2, 5.10%, due December 31, 1999 $ 830,000 830,000 864,000 4982-3, 5.10%, due December 31, 1999 $ 1,207,000 1,207,000 1,256,000 4982-4, 5.10%, due December 31, 1999 $ 76,000 76,000 79,000
* Denotes a party-in-interest. The accompanying notes are an integral part of this schedule. -23- Delta Family-Care Savings Plan SCHEDULE I Item 27a-Schedule of Assets Held for Investment Purposes Page 2 of 3 June 30, 1995
Principal Amount ($) or Market or Number of Contract Value Name of Issuer and Title of Issue Shares Cost (Note 3) --------------------------------- ---------- ---- ------------- New York Life GIC: GA-06178,8.35%, due April 22, 1996 $ 10,000,000 10,000,000 10,160,000 GA-06329,7.25%, due December 29, 1995 $ 7,500,000 7,500,000 8,315,000 GA-06355,7.44%, due December 31, 1996 $ 15,000,000 15,000,000 15,783,000 GA-06494,7.00%, due January 21, 1997 $ 10,000,000 10,000,000 10,307,000 GA-30248,7.17%, due September 30, 1999 $ 15,000,000 15,000,000 15,226,000 Pacific Mutual GIC: G-26062.01,5.16%, due June 30, 1996 $ 10,000,000 10,000,000 10,781,000 Peoples Securities Life GIC: BDA00368FR,5.24%, March 31, 1996 $ 2,000,000 2,000,000 21,593,000 Principal Financial Group GIC: 4-12388,6.05%, December 31, 1996 $ 20,000,000 20,000,000 21,548,000 Protective Life GIC: GA-1149,7.17%, March 31, 1997 $ 15,000,000 15,000,000 15,333,000 Provident National GIC: 027-04522-02A,8.70%, due January 15, 1996 $ 4,467,000 4,467,000 4,874,000 027-04522-03A,8.53%, due July 1, 1996 $ 10,000,000 10,000,000 14,122,000 627-05737-01A,7.04%, due September 30, 1997 $ 10,000,000 10,000,000 10,623,000 Prudential GIC: GA-6118-212,9.55%, due September 30, 1995 $ 4,785,000 4,785,000 5,484,000 GA-6118-215,6.77%, due April 1, 1997 $ 15,000,000 15,000,000 18,238,000 GA-7942-211,6.76%, due March 31, 1998 $ 14,000,000 14,000,000 15,090,000 State Mutual GIC: GA-91288C,7.10%, due September 30, 1995 $ 20,000,000 20,000,000 21,392,000 GA-91288-A02,9.44%, due August 15, 1997 $ 9,474,000 9,474,000 12,417,000 GA-91288-B02,8.45%, due May 28, 1996 $ 10,000,000 10,000,000 10,204,000 GA-91288A01,9.25%, due November 1, 1995 $ 3,147,000 3,147,000 3,592,000 GA-91288B01,8.69%, due March 31, 1996 $ 10,000,000 10,000,000 10,210,000 Sun America Life Insurance GIC: 4446,6.33%, due July 3, 1995 $ 15,000,000 15,000,000 15,079,000 Sun Life of Canada GIC: S-0921-G,7.37%, due December 30, 1995 $ 10,000,000 10,000,000 10,153,000 ------------ ------------ Total Guaranteed Insurance Contracts 432,203,000 499,886,000 Separate Insurance Contracts: AEtna Life Insurance Company SEP: 14464,7.75%, November 15, 1998 $ 6,827,000 6,827,000 7,177,000 MBL Life Assurance GIC: 6-4982-1,3.50%, due December 31, 1999 $ 7,980,000 7,980,000 8,105,000 6-4982-2,3.50%, due December 31, 1999 $ 1,845,000 1,845,000 1,873,000 6-4982-3,3.50%, due December 31, 1999 $ 2,683,000 2,683,000 2,725,000 6-4982-4,3.50%, due December 31, 1999 $ 168,000 168,000 172,000 New York Life SEP: GA-20019,6.23%, March 20, 1998 $ 17,069,000 17,069,000 17,069,000 GA-20040,5.5%, June 30, 1998 $ 24,571,000 24,571,000 24,572,000 Provident National SEP: 028-05451,4.92%, July 31, 1997 $ 14,183,000 14,183,000 14,924,000 Prudential SEP: 917480,6.08%, December 31, 1998 $ 22,287,000 22,287,000 22,287,000 ----------- ----------- Total Separate Insurance Contracts 97,613,000 98,904,000
*Denotes a party-in-interest. The accompanying notes are an integral part of this schedule. -24- Delta Family-Care Savings Plan SCHEDULE I Item 27a--Schedule of Assets Held for Investment Purposes Page 3 of 3 June 30, 1995
Principal Amount ($) or Market or Number of Contract Value Name of Issuer and Title of Issue Shares Cost (Note 3) --------------------------------- ------------- ---- --------------- Total Insurance Contracts Fund $ 565,157,000 $ 634,131,000 -------------- -------------- * FIDELITY MANAGEMENT TRUST COMPANY, Fidelity U.S. Equity Index Commingled Fund 9,122,497 $ 107,600,000 $ 131,364,000 -------------- -------------- CONSERVATIVE: Delta U.S. Equity Pool: * Fidelity Management & Research Company, Fidelity Magellan Fund 44,319 3,058,000 3,700,000 * Fidelity Management & Research Company, Fidelity Growth & Income Portfolio 150,831 3,239,000 3,647,000 * Fidelity Management & Research Company, Fidelity Select Equity Collective Trust Fund 456,985 5,498,000 6,987,000 * Fidelity Management Trust Company, Fidelity Broad Market Duration Collective Trust 1,682,886 20,232,000 21,406,000 -------------- -------------- Total $ 32,027,000 $ 35,740,000 -------------- -------------- GROWTH: Delta U.S. Equity Pool: * Fidelity Management & Research Company, Fidelity Magellan Fund 128,753 8,812,000 10,750,000 * Fidelity Management & Research Company, Fidelity Growth & Income Portfolio 438,182 9,333,000 10,595,000 * Fidelity Management & Research Company, Fidelity Select Equity Collective Trust Fund 1,327,598 15,844,000 20,298,000 * Fidelity Management Trust Company, Fidelity Broad Market Duration Collective Trust 2,180,374 26,264,000 27,734,000 -------------- -------------- Total $ 60,253,000 $ 69,377,000 -------------- -------------- DELAWARE MANAGEMENT COMPANY, INC., Delaware Group Trend Fund 237,082 $ 3,131,000 $ 3,390,000 -------------- -------------- * FIDELITY MANAGEMENT & RESEARCH COMPANY, Fidelity Contrafund 2,753,719 $ 88,763,000 $ 100,676,000 -------------- -------------- * FIDELITY MANAGEMENT & RESEARCH COMPANY, Fidelity Equity Income Fund 437,823 $ 14,518,000 $ 15,188,000 -------------- -------------- * FIDELITY MANAGEMENT & RESEARCH COMPANY, Fidelity Growth & Income Portfolio 1,066,808 $ 24,043,000 $ 25,795,000 -------------- -------------- * FIDELITY MANAGEMENT & RESEARCH COMPANY, Fidelity Magellan Fund 1,014,870 $ 74,441,000 $ 84,742,000 -------------- -------------- * FIDELITY MANAGEMENT & RESEARCH COMPANY, Fidelity OTC Portfolio 264,313 $ 6,850,000 $ 7,710,000 -------------- -------------- MERRILL LYNCH ASSET MANAGEMENT, Merrill Lynch Capital Fund (Class A) 117,438 $ 3,313,000 $ 3,441,000 -------------- -------------- TEMPLETON INVESTMENT COUNSEL, INC., Templeton Foreign Equity Series 2,003,016 $ 26,220,000 $ 27,481,000 -------------- -------------- TWENTIETH CENTURY INVESTORS, INC., Twentieth Century Select Investors Fund 38,626 $ 1,510,000 $ 1,482,000 -------------- -------------- TWENTIETH CENTURY INVESTORS, INC., Twentieth Century Ultra Investors Fund 807,234 $ 17,090,000 $ 19,406,000 -------------- -------------- PREFERRED: * Delta Air Lines, Inc., Common Stock 1,402,298 78,636,000 103,419,000 * Delta Air Lines, Inc., Convertible Preferred Series B 6,786,632 488,639,000 488,639,000 * Fidelity Management Trust Company, Fidelity Employee Benefit U.S. Government Reserves Portfolio $29,881,000 29,881,000 29,881,000 -------------- -------------- Total $ 597,156,000 $ 621,939,000 -------------- -------------- PARTICIPANT LOANS, interest rates ranging from 9.45% to 12.5% $44,731,000 $ 44,731,000 $ 44,731,000 -------------- -------------- TOTAL INVESTMENTS $2,136,183,000 $2,407,382,000 ============== ==============
*Denotes a party-in-interest. The accompanying notes are an integral part of this schedule. -25- Delta Family-Care Savings Plan SCHEDULE II Item 27d--Schedule of Reportable Transactions(a) For the Year Ended June 30, 1995
PURCHASES SALES -------------------------- -------------------------------------------------- NUMBER OF PURCHASE NUMBER OF COST OF NET GAIN OR DESCRIPTION TRANSACTIONS PRICE TRANSACTIONS AMOUNT ASSETS SOLD LOSS - ---------------------------------------------- ------------ ------------ ------------ --------- ----------- ----------- * Fidelity Select Equity Collective Trust Fund 39 $ 40,744,700 223 $67,180,918 $ 60,431,231 $ 6,749,687 * Fidelity Employee Benefit U.S. Government Reserve Portfolio 284 73,589,245 389 70,680,134 70,680,134 -
(a) Represents transactions or a series or transactions in securities of the same issue having a cumulative value in excess of 5% of the current value of Plan assets at July 1, 1994. * Denotes a party-in-interest. The accompanying notes are an integral part of this schedule. -26- SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of Delta Air Lines, Inc. has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. DELTA FAMILY-CARE SAVINGS PLAN /s/ Thomas J. Roeck, Jr. ------------------------ By: Thomas J. Roeck, Jr. Senior Vice President-Finance and Chief Financial Officer Delta Air Lines, Inc. December 22, 1995 -27- EX-23 2 CONSENT OF ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- As independent public accountants, we hereby consent to the incorporation by reference of our report dated October 27, 1995 included in Delta Air Lines, Inc.'s annual report on Form 11-K for the Delta Family-Care Savings Plan for the year ended June 30, 1995 into the Company's previously filed Registration Statement No. 33-30454. /s/ Arthur Andersen LLP Atlanta, Georgia December 22, 1995 -----END PRIVACY-ENHANCED MESSAGE-----