-----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, DuID3JI5dSpvH0dVwaugmtjCQGYeoiHedWFjg0/uH7vBEw00DFsgqB8HzLPAIXI1 u1jCr5eMgDaXjeRJehReCg== 0000950144-00-015119.txt : 20001221 0000950144-00-015119.hdr.sgml : 20001221 ACCESSION NUMBER: 0000950144-00-015119 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20001220 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: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-05424 FILM NUMBER: 792728 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 g66007e11-k.txt DELTA AIR LINES, INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended June 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ___________ to ___________ COMMISSION FILE NO. 1-5424 A. Full title of the plan and address of the plan if different from that of the issuer named below: 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. P.O. Box 20706 Atlanta, Georgia 30320-6001 2 DELTA FAMILY-CARE SAVINGS PLAN FINANCIAL STATEMENTS AND SCHEDULES JUNE 30, 2000 AND 1999 TABLE OF CONTENTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS Statement of Net Assets Available for Benefits--June 30, 2000 Statement of Net Assets Available for Benefits--June 30, 1999 Statement of Changes in Net Assets Available for Benefits for the Year Ended June 30, 2000 Statement of Changes in Net Assets Available for Benefits for the Year Ended June 30, 1999 NOTES TO FINANCIAL STATEMENTS AND SCHEDULES SCHEDULES SUPPORTING FINANCIAL STATEMENTS Schedule I: Schedule H, Line 4i--Assets Held for Investment Purposes--June 30, 2000 Schedule II: Schedule H, Line 4j--Reportable Transactions for the Year Ended June 30, 2000 -2- 3 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Administrative Committee of Delta Air Lines, Inc.: We have audited the accompanying statements of net assets available for benefits of the DELTA FAMILY-CARE SAVINGS PLAN as of June 30, 2000 and 1999 and the related statements of changes in net assets available for benefits for the years then ended. These financial statements and the schedules referred to below are the responsibility of the Administrative Committee 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 the schedules based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit 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 management, 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, 2000 and 1999 and the changes in its net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The schedules 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. Atlanta, Georgia October 16, 2000 -3- 4 DELTA FAMILY-CARE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS JUNE 30, 2000 (IN THOUSANDS)
NONPARTICIPANT-DIRECTED PARTICIPANT- ALLOCATED UNALLOCATED DIRECTED TOTAL --------- ----------- ------------ ----------- ASSETS: Investments (Note 3) $510,076 $ 324,266 $4,521,016 $5,355,358 -------- --------- ---------- ---------- Receivables: Employer contributions 10,901 -- 3,533 14,434 Interest and dividends 16 81 -- 97 -------- --------- ---------- ---------- Total receivables 10,917 81 3,533 14,531 -------- --------- ---------- ---------- Total assets 520,993 324,347 4,524,549 5,369,889 LIABILITIES: ESOP notes: Principal--current -- 23,223 -- 23,223 Principal--noncurrent -- 316,267 -- 316,267 Interest -- 27,267 -- 27,267 Other payables 6,493 -- -- 6,493 -------- --------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $514,500 $ (42,410) $4,524,549 $4,996,639 ======== ========= ========== ==========
The accompanying notes are an integral part of this statement. -4- 5 DELTA FAMILY-CARE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS JUNE 30, 1999 (IN THOUSANDS)
NONPARTICIPANT-DIRECTED -------------------------- PARTICIPANT- ALLOCATED UNALLOCATED DIRECTED TOTAL --------- ----------- ------------ ----------- ASSETS: Investments (Note 3) $520,158 $ 401,523 $3,951,476 $4,873,157 -------- --------- ---------- ---------- Receivables: Employer contributions 9,754 -- 3,562 13,316 Interest and dividends -- 61 -- 61 -------- --------- ---------- ---------- Total receivables 9,754 61 3,562 13,377 -------- --------- ---------- ---------- Total assets 529,912 401,584 3,955,038 4,886,534 LIABILITIES: ESOP notes: Principal--current -- 20,635 -- 20,635 Principal--noncurrent -- 339,490 -- 339,490 Interest -- 28,765 -- 28,765 Other payables -- -- -- -- -------- --------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $529,912 $ 12,694 $3,955,038 $4,497,644 ======== ========= ========== ==========
The accompanying notes are an integral part of this statement. - 5 - 6 DELTA FAMILY-CARE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED JUNE 30, 2000 (IN THOUSANDS)
NONPARTICIPANT-DIRECTED ---------------------------- PARTICIPANT- ALLOCATED UNALLOCATED DIRECTED TOTAL --------- ----------- ------------ ----------- CONTRIBUTIONS: Participant $ -- $ -- $ 290,651 $ 290,651 Employer 27,547 26,545 13,738 67,830 INVESTMENT INCOME: Net (depreciation) appreciation in fair value of investments (64,520) (46,972) 223,228 111,736 Interest and dividends 13,069 15,856 225,244 254,169 TRANSFERS FROM UNALLOCATED TO ALLOCATED 23,266 (23,266) -- -- BENEFITS PAID TO PARTICIPANTS (13,172) -- (183,484) (196,656) INTERFUND TRANSFERS (1,577) -- 1,577 -- ADMINISTRATIVE EXPENSES (25) -- (1,443) (1,468) INTEREST EXPENSE ON ESOP NOTES -- (27,267) -- (27,267) --------- -------- ----------- ----------- NET INCREASE (DECREASE) (15,412) (55,104) 569,511 498,995 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 529,912 12,694 3,955,038 4,497,644 --------- -------- ----------- ----------- End of year $ 514,500 $(42,410) $ 4,524,549 $ 4,996,639 ========= ======== =========== ===========
The accompanying notes are an integral part of this statement. - 6 - 7 DELTA FAMILY-CARE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED JUNE 30, 1999 (IN THOUSANDS)
NONPARTICIPANT-DIRECTED ---------------------------- PARTICIPANT- ALLOCATED UNALLOCATED DIRECTED TOTAL ----------- ----------- ------------ ------------ CONTRIBUTIONS: Participant $ -- $ -- $ 253,290 $ 253,290 Employer 21,194 24,629 11,099 56,922 INVESTMENT INCOME: Net appreciation (depreciation) in fair value of investments (55,003) (54,118) 357,124 248,003 Interest and dividends 11,842 17,310 150,138 179,290 TRANSFERS FROM UNALLOCATED TO ALLOCATED 23,848 (23,848) -- -- TRANSFERS FROM MERGED PLAN -- -- 94,847 94,847 BENEFITS PAID TO PARTICIPANTS (9,628) -- (111,157) (120,785) ADMINISTRATIVE EXPENSES (35) -- (1,366) (1,401) INTEREST EXPENSE ON ESOP NOTES -- (28,765) -- (28,765) OTHER (275) -- 548 273 --------- -------- ----------- ----------- NET INCREASE (DECREASE) (8,057) (64,792) 754,523 681,674 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 537,969 77,486 3,200,515 3,815,970 --------- -------- ----------- ----------- End of year $ 529,912 $ 12,694 $ 3,955,038 $ 4,497,644 ========= ======== =========== ===========
The accompanying notes are an integral part of this statement. -7- 8 DELTA FAMILY-CARE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS AND SCHEDULES JUNE 30, 2000 AND 1999 1. DESCRIPTION OF PLAN The following description of the Delta Family-Care Savings Plan (the "Plan") provides only general information. 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. (the "Company" or "Delta"). Substantially all 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 October 1, 1999, the eligibility waiting period was eliminated for purposes of making elective deferrals. Participation may 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 ("ERISA"). The Plan is intended to qualify under Section 404(c) of ERISA. On January 1, 1999, the Delta Technology, Inc. Savings Plan (the "DT Plan") was merged into the Plan. Delta Technology, Inc. ("Delta Technology") is a wholly owned subsidiary of Delta. On the date of the merger, participants of the DT Plan became participants in the Plan. Eligibility thereafter for Delta Technology employees is determined under the provisions described above. CONTRIBUTIONS Employee contributions may be made, at the option of the employee, as pretax contributions or after-tax contributions or as a combination of both pretax and after-tax contributions. Eligible U.S.-based nonpilot participants who are not highly compensated employees may contribute up to 23% of eligible earnings to the Plan. Puerto Rico-based employees and Delta Technology participants may contribute up to 10% and 18%, respectively, of eligible earnings. Effective March 1, 1999, the deferral percentage for eligible nonpilot participants who are highly compensated employees was increased to 13% from 12%. Pilot personnel may contribute up to 10% of eligible earnings to the Plan. Contributions are subject to the limits under Section 402(g) of the Internal Revenue Code (the "Code"). After the employee has completed twelve months of service, Delta contributes $.50 to a participant's account for every $1 contributed by the participant, up to 2% of the participant's annual earnings, as defined in the plan document. The first $1,500 ($1,450 in 1999 and increased by $50 per plan year) of Delta's matching contributions (the "Annual Cap") to a participant's account is invested in the Delta Preferred Stock Fund, which consists of both Delta Series B ESOP Convertible Preferred Stock ("Preferred Stock") and Delta Common Stock ("Common Stock"). The remainder, if any, of Delta's contributions to a participant's account during a plan year will be allocated among investment options (Note 2) in the same proportion as the participant directs for his/her own contributions. However, Delta's matching contributions in excess of the Annual Cap shall be made in Common Stock for noncollectively bargained, highly compensated employees, as determined under the Code, as amended. - 8 - 9 Delta Technology participants receive an additional annual contribution. In plan year 1999, the additional contribution was equal to 3% of their annual salary. The additional annual contribution was increased to 5% of their annual salary for plan year 2000 and future years. VESTING Delta participants are immediately vested in all contributions to their accounts plus actual earnings thereon. Delta Technology participants are immediately vested in contributions to their accounts with the exception of the additional annual contribution they receive, which vests ratably over a three-year period. Forfeitures from the Delta Technology participants' accounts are used to offset employer contributions to the Plan. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and allocations of the Company's contribution and Plan earnings and charged with administrative expenses on a per participant basis. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. ACCOUNT DISTRIBUTIONS Upon retirement or eligibility for long-term disability, a participant's non-ESOP account balance may be distributed in the form of a single-sum cash payment, cash payments in monthly variable installments for a definite period not to exceed life expectancy, or variable monthly installments to be paid over the life expectancy of the participant and the participant's beneficiary. 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, at the participant's election, in Common Stock when distribution of the non-ESOP portion of the account begins. While employed, a participant may elect to withdraw all after-tax contributions, pre-1989 matching contributions, and the earnings thereon. Under certain hardship circumstances, a participant may also make an in-service withdrawal of pretax contributions. 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 the initiation of the loan. This rate fluctuated between 9.00% and 10.75% during the 2000 and 1999 plan years. 2. INVESTMENT OPTIONS The investment options available to participants consist of 8 core funds and 146 mutual funds. The core funds are actively managed portfolios and include the Delta Common Stock Fund which invests primarily in Common Stock. All available investment options are participant-directed except the Delta Preferred Stock Fund, which consists of employer contributions (both Preferred Stock and Common Stock) only. -9- 10 Accounts are limited to 30 investment options at any time, and payroll deductions are required to be allocated in 5% increments (to no more than 20 investment options at a time). Participants are not permitted to allocate more than 50% of their contributions to the Delta Common Stock Fund. 3. SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual method of accounting. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires plan management to use estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from these estimates. INVESTMENTS Investments, except for investment contracts and Preferred Stock, are stated at market value determined from the publicly stated price information at the end of each day. The Preferred Stock is stated at fair value, which is determined based on the greater of (a) the market price of the Delta Common Stock into which each preferred share is convertible and (b) $72 per share. The Plan's investment contracts are fully benefit-responsive and, therefore, are presented at contract value (cost plus accrued income). The fair value of the investment contracts held by the Plan at June 30, 2000 and 1999 was approximately $508,283,000 and $638,400,000, respectively. The average yields for the investment contracts for the years ending June 30, 2000 and 1999 were 6.44% and 6.63%, respectively. The weighted average crediting rates for the investment contracts for the years ending June 30, 2000 and 1999 were 6.46% and 6.20%, respectively. Certain guaranteed investment contracts ("GICs") held by the Plan are synthetic; that is, the Plan owns certain fixed income marketable securities, and a third party provides a "wrapper" that guarantees a fixed rate of return and provides benefit responsiveness. At June 30, 2000, the fair value of the underlying assets of the synthetic GICs and the value of the related wrapper contracts were $364,602,000 and $4,972,000, respectively. The fair values of individual investments that represent 5% or more of the Plan's total net assets at June 30, 2000 and 1999 and the applicable number of shares are separately identified as follows (dollars in thousands): -10- 11
NUMBER OF FAIR SHARES VALUE --------- --------- 2000: Fidelity Magellan Fund 2,346,005 $ 315,842 Fidelity Contrafund 5,698,473 329,030 Fidelity U.S. Equity Index Commingled Fund 8,757,054 367,008 Delta Common Stock 7,995,255* 404,260* Delta Preferred Stock 6,455,371** 560,262** 1999: Fidelity Magellan Fund 2,589,427 $ 335,900 Fidelity Contrafund 5,906,469 371,103 Fidelity Growth & Income Portfolio 6,436,036 313,692 Fidelity U.S. Equity Index Commingled Fund 10,866,402 424,659 Delta Common Stock 7,568,270* 436,121* Delta Preferred Stock 6,547,608** 647,493**
*Partially nonparticipant-directed. ** Nonparticipant-directed. The net appreciation (depreciation) in the fair value of investments includes both net unrealized appreciation (depreciation) of plan assets and net realized gains (losses) from the sale of investments. 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. During the years ended June 30, 2000 and 1999, the Plan's investments appreciated (depreciated) in fair value as follows (in thousands):
2000 1999 ---------- ---------- Mutual funds $ 202,449 $ 234,429 Delta Common Stock (52,081) (11,062) Delta Preferred Stock (78,916) (109,049) Commingled funds 40,284 133,685 ---------- ---------- $ 111,736 $ 248,003 ========== ==========
NONPARTICIPANT-DIRECTED INVESTMENTS Information about the type of investments included in the nonparticipant-directed portion of the net assets available for benefits is as follows as of June 30, 2000 and 1999 (in thousands):
2000 1999 ---------- ---------- Investments: Delta Common Stock $ 245,686 $ 251,060 Delta Preferred Stock 560,262 647,493 Money market fund 28,394 23,128 ---------- ---------- $ 834,342 $ 921,681 ========== ==========
-11- 12 ADMINISTRATIVE EXPENSES Certain administrative functions of the Plan are performed by officers or employees of Delta. No such officer or employee receives compensation from the Plan. All other administrative expenses of the Plan were paid by the Plan. 4. FEDERAL INCOME TAXES The Plan has received a letter of determination dated June 4, 1996 from the Internal Revenue Service which states that the Plan, as amended through June 29, 1995, is in compliance with Section 401(a) and applicable subsections of Section 409 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. In the opinion of Delta's management, the Plan, as of June 30, 2000, continues to be in compliance with Section 401(a) and applicable subsections of Sections 409, 401(k), and 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. 5. PLAN TERMINATION Although it has not expressed any intent to do so, Delta has the right under the Plan to discontinue its contributions at any time and to amend or terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become 100% vested in their accounts. 6. EMPLOYEE STOCK OWNERSHIP PLAN The Plan includes a leveraged employee stock ownership plan ("ESOP"). In connection with the establishment of the ESOP in 1989, 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. The unallocated shares of Preferred Stock are pledged as security on the ESOP notes. In 1990, the Plan issued $481.4 million principal amount of its Guaranteed Serial ESOP notes ("ESOP Notes") to third-party lenders and repaid the outstanding principal balances of the original loans. The ESOP Notes and certain related tax indemnities are guaranteed by Delta (Note 7). Therefore, the Company is obligated to make annual contributions sufficient to fund principal and interest payments on the ESOP notes. Each share of Preferred Stock has a stated value of $72; bears an annual cumulative cash dividend of 6.00%, or $4.32; is convertible into 1.7155 shares of Common Stock, 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 two votes per share, subject to adjustment in certain circumstances. 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 multiplied by 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). Once shares are released from the unallocated account, they are available to be allocated to participants' accounts quarterly as Delta matching contributions. -12- 13 The number of shares of Preferred Stock allocated to participant accounts 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. 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 through (a) prepaying the ESOP Notes to release additional shares of Preferred Stock, (b) contributing cash to the Plan so the trustee can purchase Common Stock, or (c) contributing shares of Common Stock to the Plan, in each case for allocation to participants' accounts. 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 allocated as of the end of the plan year among all participants making contributions to the Plan. The ESOP Notes will be repaid primarily from the Company's contributions (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. On October 22, 1998, Delta's shareowners approved an amendment to the Company's certificate of incorporation to effect a two-for-one stock split of the issued Common Stock. This amendment became effective on November 2, 1998. As a result of the stock split, each outstanding share of the Company's Preferred Stock was adjusted to change (1) the conversion price from $83.94 to $41.97, (2) the conversion rate from .8578 to 1.7155, and (3) the voting rights from one vote per share to two votes per share. All amounts have been restated to reflect the stock split. As of June 30, 2000, 2,971,790 shares of Preferred Stock with a market value, as defined, of approximately $257,922,000 had been allocated to participants' accounts, and 3,483,581 shares of Preferred Stock with a market value, as defined, of approximately $302,340,000 were held in the unallocated account. During the plan year ended June 30, 2000, 92,237 shares of Preferred Stock were redeemed in connection with the payment of participant benefits. 7. LONG-TERM DEBT At June 30, 2000, the Plan's long-term debt, including current maturities of $23,223,000, consisted of $339,490,000 aggregate principal amount of ESOP Notes with final maturity dates ranging from July 1, 2000 to January 1, 2009 and interest rates ranging from 7.26% to 8.10%. The interest rates on the ESOP Notes are subject to adjustment in the event of certain changes in the federal income tax laws. Subject to certain restrictions, the ESOP Notes may be prepaid at the option of the Plan at any time in whole or in part. Delta may be required to purchase the ESOP Notes at the option of the holders in certain circumstances. At June 30, 2000, the annual maturities of the ESOP Notes for the next five years and thereafter were as follows (in thousands):
Years ending June 30: 2001 $ 23,223 2002 26,072 2003 29,207 2004 32,655 2005 36,449 After 2005 191,884 -------- Total $339,490 ========
-13- 14 8. RELATED-PARTY TRANSACTIONS Certain of the Plan's investments are shares of mutual funds, collective trusts, or interests in cash reserve accounts managed by Fidelity Management Trust Company (the "Trustee") or affiliates of the Trustee. Transactions related to such investments qualify as permissible party-in-interest transactions under ERISA. Amounts held in such investments at June 30, 2000 are included in Schedule I. Fees paid by the Plan to an affiliate of the Trustee for record-keeping services totaled $1,468,000 and $1,401,000 for the years ended June 30, 2000 and 1999, respectively. Fees paid by the Plan for investment management vary by fund and are generally reflected as a reduction in fund appreciation (depreciation). 9. SUBSEQUENT EVENTS Effective January 1, 2001, 46 funds will be added to the Plan as investment options. -14- 15 SCHEDULE I Page 1 of 8 DELTA FAMILY-CARE SAVINGS PLAN SCHEDULE H, LINE 4I--ASSETS HELD FOR INVESTMENT PURPOSES JUNE 30, 2000
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE - -------------------------------------------------------------- --------- -------- ------------ DELTA COMMINGLED STOCKS FUND: * Fidelity Management Trust Company Cash Account (a) $ 252,287 Delta International Equity Pool: * Fidelity Management & Research Company, Fidelity Overseas Fund 817,268 (a) 37,373,682 * FMTC Select International Portfolio 1,325,923 (a) 114,002,839 Delta U.S. Equity Pool: * Fidelity Management & Research Company, Fidelity Magellan Fund 499,993 (a) 67,313,999 * Fidelity Management & Research Company, Fidelity Growth and Income Portfolio 1,417,778 (a) 67,075,078 * Fidelity Management & Research Company, FMTC Select Equity Portfolio 3,033,856 (a) 133,611,025 ------------ Total 419,628,910 ------------ DELTA COMMINGLED BONDS FUND: * Fidelity Management Trust Company Cash Account (a) 166,729 * FMTC Broad Market Duration 5,448,368 (a) 94,747,118 ------------ Total 94,913,847 ------------ DELTA COMMON STOCK FUND: * Fidelity Management Trust Company Cash Account (a) 1,393,643 * Delta Air Lines, Inc. common stock 3,136,201 (a) 158,574,163 * Fidelity Institutional Cash Portfolio: Money Market Fund 1,053,789 (a) 1,053,789 ------------ Total 161,021,595 ------------ INSURANCE CONTRACT/STABLE VALUE FUND: * Fidelity Management Trust Company, Short-Term Investment Fund (a) 25,102,287 Guaranteed investment contracts: AIG Insurance Company: GIC-935, 7.03%, due July 2, 2001 (a) 6,568,463 Allstate Life Insurance Company: GA-5953, 6.79%, due March 14, 2001 (a) 8,158,495 Business Men's Assurance Company: 1297, 6.03%, due June 3, 2002 (a) 5,617,575 1308, 5.41%, due June 2, 2003 (a) 5,479,969 Caisse des Depots: BR-261-01, 6.78%, due July 2, 2001 (a) 10,000,000 BR-261-02, 5.36%, due October 15, 2003 (a) 5,053,512 Connecticut General Life Insurance Company: GA-25230, 6.82%, due January 25, 2001 (a) 15,024,623 Jackson National Life: G-1151-1, variable rate, due November 27, 2000 (a) 8,028,993 New York Life Insurance Company: GA-06494-002, 6.78%, due February 20, 2003 (a) 1,006,029 Protective Life Insurance Company: GA-1386, 7.26%, due March 16, 2001 (a) 15,828,040 Prudential Insurance Company: GA-10009-211, 6.10%, due June 19, 2001 (a) 11,277,316 GA-10009-212, 6.15%, due June 18, 2003 (a) 5,641,286 SunAmerica Life Insurance Company 4888A, 8.39%, due August 1, 2000 (a) 7,271,572 Security Life of Denver Insurance Company: FA0501, 6.68%, due October 31, 2000 (a) 12,526,776
-15- 16 SCHEDULE I Page 2 of 8
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE - ------------------------------------------------------------ --------- -------- ------------ Synthetic insurance contracts: Deutsche Bank AG: Arcadia 1998-C, 5.92%, due January 15, 2004 (a) $ 9,923,145 Sears 1998-2, 5.89%, due October 15, 2004 (a) 6,961,649 Discover 98-6, 5.50%, due July 15, 2003 (a) 2,973,105 Wrapper contract (a) 584,726 Massachusetts Mutual Life Insurance Co.: Separate Account B8 (a) 9,398,970 Monumental Life Insurance Co.: First Union, FULB 97-C1 A1 (a) 7,004,822 Home Ownership Fund Corp 1, HOFC 97-1 A (a) 6,806,520 EquiCredit, EQCC 99-1 A3F (a) 6,806,065 Discover Card Trust, DCMT 99-4 A (a) 5,880,378 World Omni Auto Rec. Trust, WOLS 97-A A4 (a) 3,958,292 Premier Auto Master Trust, PRAT 98-5 A4 (a) 3,890,688 GMAC Comm. Mortgage Sec. Inc., GMACC 96-C1 A2A (a) 3,475,896 AMERESCO, AMRES 97-1 A5 (a) 3,002,214 Copel Capital Funding, COPEL 97-A A4 (a) 2,991,711 PNC Student Loan, PNCSL 97-2 A6 (a) 2,799,849 Merrill Lynch Mortgage Inv., MLMI, 97-C1 A1 (a) 2,767,794 Midland Funding Corp., MIDL 96-C1 A1 (a) 2,616,595 Money Store, TMSHI 97-1 A 3 (a) 2,002,120 Wrapper contract (a) 978,148 Monumental Life Insurance Co.: Premier 98-4, 5.74%, July 9, 2001 (a) 6,292,383 Americredit 97-A, 6.46%, June 12, 2001 (a) 1,687,589 Citibank CC Trust 98-1, 4.87%, January 15, 2001 (a) 5,088,819 FH 1680 PG, 6.15%, March 17, 2003 (a) 7,168,040 Wrapper contract (a) 277,992 Continental Assurance Co.: Case Equip. Loan Trust, CELT 99-A A4 (a) 4,882,020 Citibank Credit Card Trust, CCIMT 99-1 A4 (a) 4,836,625 GOSA Mortgage Sec. Corp. II, GSMS 96-PL A1 (a) 3,105,358 Wrapper contract (a) 622,619 State Street Bank and Trust Co.: Premier 98-3, 5.15%, due June 10, 2002 (a) 2,976,713 Bank America MH 98-2, 6.23%, due January 12, 2004 (a) 9,717,900 CSX Rec. 1998-1, 6.09%, due June 25, 2003 (a) 7,765,500 Dayton 98-1, 5.99%, due July 25, 2003 (a) 4,839,096 Wrapper contract (a) 808,194 State Street Bank and Trust Co.: Sears Credit Account Tr., SCAMT 97-1 A (a) 9,854,430 Bears Stern CHYPS CBO, CHYPS, 97-1A A2A (a) 6,791,625 American Express Optima Credit Card Trust, AMXCA 99-1A (a) 5,701,458 Green Tree Lease, GTLF 97-1 A4 (a) 4,975,810 Distribution Fin. Serv. Tr., DFS 99-1 A3 (a) 4,950,475 PNC Mortgage Secur. Corp., PNCMS 97-6 A2 (a) 3,200,080 Federal National Mortgage Assoc., FNMA 5.75, 02-08 (a) 2,821,875 Wrapper contract (a) 1,443,207 Union Bank of Switzerland AG: American Express 94-2, 7.03%v, due September 17, 2001 (a) 6,583,696 FH 1499 PG CMO, 6.25%v, due July 15, 2002 (a) 9,152,560 FHLMC 1624-EA, 6.76%v, due January 15, 2001 (a) 2,379,349 Wrapper contract (a) 5,418 Union Bank of Switzerland AG: First NBC Credit Card Master Trust, FNCC 97-1A (a) 10,627,772 FNMA DUS program, FN 375171 (a) 10,017,420 Avis AESOP Leasing LP, AESOP 97-1A A2 (a) 9,858,580 Countrywide, CCR 6.567 09-02 (a) 6,984,516
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PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE - ---------------------------------------------------------------- --------- --------- ------------ American Express Optima Credit Card M.T., AMXCA 99-1 A (a) $ 6,651,701 FNMA DUS program, FN 375087 (a) 4,578,126 Wrapper contract (a) 509,039 Westdeutsche Landesbank: ChaseAuto Tr. 98-C, 5.94%, due February 18, 2003 (a) 7,086,445 Wrapper contract (a) 107,408 Aetna Life Insurance & Annuity Company: Aetna Separate Account #431 (a) 17,954,242 TransAmerica Life & Annuity: 76630, 6.16% (a) 12,416,245 Wrapper contract (a) 265,803 Monumental Life Insurance Company, 6.75%, open maturity (a) 53,874,534 Wrapper contract (a) (315,297) Chase, 6.75%, open maturity (a) 53,874,534 Wrapper contract (a) (315,297) ------------ Total 539,512,225 ------------ DELTA BALANCED FUND: * Fidelity Management Trust Company Cash Account (a) 9,754 Delta U.S. Equity Pool: * Fidelity Management & Research Company, Fidelity Magellan Fund 850 (a) 114,427 * Fidelity Management & Research Company, Fidelity Growth and Income Portfolio 2,410 (a) 114,021 * Fidelity Management & Research Company, FMTC Select Equity Portfolio 5,157 (a) 227,125 * FMTC Broad Market Duration 26,153 (a) 454,809 ------------ Total 920,136 ------------ DELTA CONSERVATIVE BALANCED FUND: * Fidelity Management Trust Company Cash Account (a) 95,618 Delta U.S. Equity Pool: * Fidelity Management & Research Company, Fidelity Magellan Fund 22,008 (a) 2,962,874 * Fidelity Management & Research Company, Fidelity Growth and Income Portfolio 62,405 (a) 2,952,358 * Fidelity Management & Research Company, FMTC Select Equity Portfolio 133,537 (a) 5,880,986 * FMTC Broad Market Duration 1,855,853 (a) 32,273,284 ------------ Total 44,165,120 ------------ DELTA GROWTH BALANCED FUND: * Fidelity Management Trust Company Cash Account 189,825 Delta U.S. Equity Pool: * Fidelity Management & Research Company, Fidelity Magellan Fund 176,656 (a) 23,783,155 * Fidelity Management & Research Company, Fidelity Growth and Income Portfolio 500,925 (a) 23,698,740 * Fidelity Management & Research Company, FMTC Select Equity Portfolio 1,071,912 (a) 47,206,996 * FMTC Broad Market Duration 1,601,059 (a) 27,842,422 ------------ Total 122,721,138 ------------ DELTA PREFERRED STOCK FUND: * Delta Air Lines, Inc. common stock 4,859,054 188,028,202 245,685,918 * Delta Air Lines, Inc. Convertible Preferred Stock Series B 6,455,371 480,121,788 560,261,691 * Fidelity Institutional Cash Portfolio--Money Market Fund 28,394,104 28,394,104 ------------ Total 834,341,713 ------------ MUTUAL AND COMMINGLED FUNDS: * Fidelity Management & Research Company, Fidelity Asset Manager 59,947 (a) 1,127,007 * Fidelity Management & Research Company, Fidelity Asset Manager: Growth 68,567 (a) 1,360,373
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PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE - ---------------------------------------------------------------- --------- -------- ------------ * Fidelity Management & Research Company, Fidelity Asset Manager: Income 13,249 (a) $ 161,369 * Fidelity Management & Research Company, Fidelity Aggressive Growth Fund 2,042,085 (a) 121,871,648 * Fidelity Management & Research Company, Fidelity Balanced Fund 162,616 (a) 2,491,276 * Fidelity Management & Research Company, Fidelity Blue Chip Growth Fund 291,911 (a) 18,180,215 * Fidelity Management & Research Company, Fidelity Canada Fund 13,855 (a) 320,600 * Fidelity Management & Research Company, Fidelity Capital & Income Fund 360,724 (a) 3,203,226 * Fidelity Management & Research Company, Fidelity Capital Appreciation Fund 81,831 (a) 2,358,372 * Fidelity Management & Research Company, Fidelity Contrafund 5,698,473 (a) 329,029,844 * Fidelity Management & Research Company, Fidelity Convertible Securities Fund 35,077 (a) 944,633 * Fidelity Management & Research Company, Fidelity Disciplined Equity Fund 43,918 (a) 1,403,190 * Fidelity Management & Research Company, Fidelity Diversified International Fund 186,780 (a) 4,604,138 * Fidelity Management & Research Company, Fidelity Dividend Growth Fund 990,358 (a) 30,968,499 * Fidelity Management & Research Company, Fidelity Emerging Markets Fund 129,666 (a) 1,422,440 * Fidelity Management & Research Company, Fidelity Equity-Income II Fund 81,704 (a) 2,114,500 * Fidelity Management & Research Company, Fidelity Equity-Income Fund 959,661 (a) 48,338,116 * Fidelity Management & Research Company, Fidelity Europe Capital Appreciation Fund 158,330 (a) 3,291,679 * Fidelity Management & Research Company, Fidelity Europe Fund 100,543 (a) 3,791,463 * Fidelity Management & Research Company, Fidelity Export & Multinational Fund 63,539 (a) 1,463,948 * Fidelity Management & Research Company, Fidelity Fifty Fund 185,551 (a) 4,022,736 * Fidelity Management & Research Company, Fidelity France Fund 12,322 (a) 300,945 * Fidelity Management & Research Company, Fidelity Fund 234,772 (a) 9,815,836 * Fidelity Management & Research Company, Fidelity Germany Fund 63,234 (a) 1,205,237 * Fidelity Management & Research Company, Fidelity Global Balanced Fund 12,141 (a) 242,581 * Fidelity Management & Research Company, Fidelity Ginnie Mae Fund 129,076 (a) 1,346,264 * Fidelity Management & Research Company, Fidelity Government Income Fund 75,088 (a) 711,082 * Fidelity Management & Research Company, Fidelity Growth & Income Portfolio 3,069,317 (a) 145,209,364 * Fidelity Management & Research Company, Fidelity Growth Company Fund 381,823 (a) 34,703,878 * Fidelity Management & Research Company, Fidelity Hong Kong & China Fund 282,042 (a) 4,963,934 * Fidelity Management & Research Company, Fidelity Institutional Short-Intermediate Government Portfolio 73,076 (a) 662,066 * Fidelity Management & Research Company, Fidelity Intermediate Bond Fund 54,238 (a) 528,818 * Fidelity Management & Research Company, Fidelity International Bond Fund 3,780 (a) 31,751 * Fidelity Management & Research Company, Fidelity International Growth & Income Fund 31,210 (a) 896,358
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PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE - --------------------------------------------------------------- --------- -------- ------------ * Fidelity Management & Research Company, Fidelity International Value Fund 57,348 (a) $ 1,049,473 * Fidelity Management & Research Company, Fidelity Investment-Grade Bond Fund 167,287 (a) 1,157,627 * Fidelity Management & Research Company, Fidelity Japan Fund 412,032 (a) 9,748,676 * Fidelity Management & Research Company, Fidelity Japan Small Companies Fund 1,371,773 (a) 25,501,268 * Fidelity Management & Research Company, Fidelity Large Cap Stock Fund 138,039 (a) 2,887,780 * Fidelity Management & Research Company, Fidelity Latin America Fund 115,777 (a) 1,781,804 * Fidelity Management & Research Company, Fidelity Low-Priced Stock Fund 237,590 (a) 5,668,901 * Fidelity Management & Research Company, Fidelity Magellan Fund 1,646,498 (a) 221,668,005 * Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 930,451 (a) 23,298,485 * Fidelity Management & Research Company, Fidelity New Markets Income Fund 78,815 (a) 916,618 * Fidelity Management & Research Company, Fidelity Nordic Fund 199,587 (a) 6,049,470 * Fidelity Management & Research Company, Fidelity OTC Portfolio 1,679,250 (a) 121,493,732 * Fidelity Management & Research Company, Fidelity Overseas Fund 55,168 (a) 2,522,852 * Fidelity Management & Research Company, Fidelity Pacific Basin Fund 977,653 (a) 24,177,361 * Fidelity Management & Research Company, Fidelity Puritan Fund 101,419 (a) 1,910,732 * Fidelity Management & Research Company, Fidelity Real Estate Investment Fund 100,228 (a) 1,678,819 * Fidelity Management & Research Company, Fidelity Retirement Government Money Market Portfolio 7,240,325 (a) 7,240,325 * Fidelity Management & Research Company, Fidelity Retirement Growth Fund 308,385 (a) 9,081,930 * Fidelity Management & Research Company, Fidelity Retirement Money Market Portfolio 37,064,743 (a) 37,064,743 * Fidelity Management & Research Company, Fidelity Short-Term Bond Fund 27,824 (a) 236,223 * Fidelity Management & Research Company, Fidelity Small Cap Selector Fund 100,193 (a) 1,781,427 * Fidelity Management & Research Company, Fidelity Southeast Asia Fund 210,852 (a) 3,270,318 * Fidelity Management & Research Company, Spartan 500 Index Fund 73,122 (a) 7,320,944 * Fidelity Management & Research Company, Spartan U.S. Equity Index Fund 335,601 (a) 17,306,946 * Fidelity Management & Research Company, Fidelity Stock Selector Fund 11,159 (a) 362,006 * Fidelity Management & Research Company, Fidelity TechnoQuant Growth Fund 69,050 (a) 1,115,845 * Fidelity Management & Research Company, Fidelity Trend Fund 4,583 (a) 309,334 * Fidelity Management & Research Company, Fidelity United Kingdom Fund 4,659 (a) 69,273 * Fidelity Management & Research Company, Fidelity U.S. Bond Index Fund 184,540 (a) 1,887,841 * Fidelity Management Trust Company, Fidelity U.S. Equity Index Commingled Fund 8,757,054 (a) 367,008,124 * Fidelity Management & Research Company, Fidelity Utilities Fund 283,555 (a) 7,188,109
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PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE - ---------------------------------------------------------------- ----------- -------- ------------ * Fidelity Management & Research Company, Fidelity Value Fund 60,372 (a) $ 2,501,216 * Fidelity Management & Research Company, Fidelity Worldwide Fund 41,860 (a) 843,070 * Strategic Advisors, Fidelity Freedom 2000 Fund 30,555 (a) 392,932 * Strategic Advisors, Fidelity Freedom 2010 Fund 174,217 (a) 2,576,677 * Strategic Advisors, Fidelity Freedom 2020 Fund 112,529 (a) 1,821,839 * Strategic Advisors, Fidelity Freedom 2030 Fund 84,256 (a) 1,423,921 * Strategic Advisors, Fidelity Freedom Income Fund 7,160 (a) 81,268 American Century Mutual Funds, Inc., American Century Select Fund 339,087 (a) 18,215,760 American Century Mutual Funds, Inc., American Century Ultra Fund 3,531,865 (a) 155,472,714 Calvert Asset Management Company, Inc., Calvert Capital Accumulation Fund--Class A 9,593 (a) 312,360 Calvert Asset Management Company, Inc., Calvert New Vision Small-Cap Fund--Class A 3,886 (a) 72,705 Calvert Asset Management Company, Inc., Calvert Social Investment Balanced Fund--Class A 5,127 (a) 167,696 Calvert Asset Management Company, Inc., Calvert World Values International Equity Fund--Class A 14,410 (a) 335,750 Delaware Management Company, Delaware Trend Fund--Class A 1,079,997 (a) 30,931,106 Founders Asset Management, Founders Balanced Fund--Class F 26,565 (a) 277,872 Founders Asset Management, Founders Discovery Fund--Class F 115,845 (a) 5,705,389 Founders Asset Management, Founders Growth and Income Fund 40,238 (a) 290,917 Founders Asset Management, Founders Growth Fund--Class F 80,199 (a) 1,838,965 Founders Asset Management, Founders Mid-Cap Growth Fund--Class F 46,878 (a) 436,903 Founders Asset Management, Founders Worldwide Growth Fund--Class F 26,114 (a) 632,208 INVESCO Funds Group, INVESCO Dynamics Fund 1,300,553 (a) 37,572,967 INVESCO Funds Group, INVESCO Blue Chip Growth Fund 1,450,868 (a) 12,666,052 INVESCO Funds Group, INVESCO High-Yield Fund 466,881 (a) 2,819,959 INVESCO Funds Group, INVESCO Equity Income Fund 84,836 (a) 1,314,964 INVESCO Funds Group, INVESCO Select Income Fund 304,253 (a) 1,822,476 INVESCO Funds Group, INVESCO Small Company Growth Fund 726,434 (a) 14,535,952 INVESCO Funds Group, INVESCO Total Return Fund 58,424 (a) 1,583,863 INVESCO Funds Group, INVESCO Value Equity Fund 28,667 (a) 735,587 Janus Capital Corporation, Janus Balanced Fund 981,454 (a) 22,946,399 Janus Capital Corporation, Janus Enterprise Fund 1,918,021 (a) 151,888,066 Janus Capital Corporation, Janus Flexible Income Fund 201,506 (a) 1,823,627 Janus Capital Corporation, Janus Fund 1,000,384 (a) 45,407,429 Janus Capital Corporation, Janus Mercury Fund 5,254,001 (a) 222,139,159 Janus Capital Corporation, Janus Twenty Fund 3,133,027 (a) 241,932,370 Janus Capital Corporation, Janus Worldwide Fund 1,858,704 (a) 145,424,979 Merrill Lynch Asset Management, Merrill Lynch Capital Fund--Class A 177,997 (a) 5,726,170 Miller, Anderson & Sherrerd, MAS Funds Balanced Portfolio--Advisor Class 12,225 (a) 162,343 Miller, Anderson & Sherrerd, MAS Funds Fixed-Income Portfolio--Advisor Class 33,215 (a) 367,028 Miller, Anderson & Sherrerd, MAS Funds High-Yield Portfolio--Advisor Class 80,556 (a) 669,418 Miller, Anderson & Sherrerd, MAS Funds Mid-Cap Growth Portfolio--Advisor Class 402,485 (a) 13,165,272 Miller, Anderson & Sherrerd, MAS Funds Value Portfolio--Advisor Class 159,480 (a) 1,845,186
-20- 21 SCHEDULE I Page 7 of 8
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE - ---------------------------------------------------------------- --------- -------- ------------ Morgan Stanley Dean Witter Asset Management, Morgan Stanley Institutional Small Company Growth Portfolio--Class A 2,058,537 (a) $ 31,742,633 Morgan Stanley Dean Witter Asset Management, MSDW Institutional Emerging Markets Portfolio--Class A 71,516 (a) 1,308,749 Morgan Stanley Dean Witter Asset Management, MSDW Institutional Active Country Allocation Portfolio--Class A 6,369 (a) 85,474 Morgan Stanley Dean Witter Asset Management, MSDW Institutional Global Equity Portfolio--Class A 51,005 (a) 962,456 Neuberger & Berman Management, Inc., Neuberger Berman Focus Trust 60,275 (a) 1,794,395 Neuberger & Berman Management, Inc., Neuberger Berman Genesis Trust 1,111,658 (a) 26,846,534 Neuberger & Berman Management, Inc., Neuberger Berman Guardian Trust 20,189 (a) 289,511 Neuberger & Berman Management, Inc., Neuberger Berman Manhattan Trust 58,109 (a) 1,368,475 Neuberger & Berman Management, Inc., Neuberger Berman Partners Trust 100,701 (a) 1,797,518 Pacific Investment Management Company, PIMCO Capital Appreciation Fund--Administrative Class 140,910 (a) 3,783,430 Pacific Investment Management Company, PIMCO Global Bond Fund--Administrative Class 47,320 (a) 420,674 Pacific Investment Management Company, PIMCO High Yield Fund--Administrative Class 278,551 (a) 2,827,292 Pacific Investment Management Company, PIMCO Low Duration Fund--Administrative Class 99,240 (a) 973,541 Pacific Investment Management Company, PIMCO Mid-Cap Growth Fund--Administrative Class 176,076 (a) 5,405,529 Pacific Investment Management Company, PIMCO Total Return Fund--Administrative Class 300,303 (a) 2,994,026 Pilgrim Baxter & Associates, PBHG Emerging Growth Fund 139,490 (a) 5,408,014 Pilgrim Baxter & Associates, PBHG Growth Fund 612,626 (a) 32,922,547 Strong Capital Management, Strong Advantage Fund 148,811 (a) 1,468,768 Strong Capital Management, Strong Discovery Fund 5,921 (a) 122,981 Strong Capital Management, Strong Government Securities Fund 176,671 (a) 1,793,213 Strong Capital Management, Strong Total Return Fund 351,633 (a) 13,594,138 Strong Capital Management, Strong Opportunity Fund 73,984 (a) 3,477,227 Strong Capital Management, Strong Short-Term Bond Fund 40,725 (a) 379,151 Strong Capital Management, Strong Total Return Fund 154,792 (a) 7,358,828 Templeton Asset Management Hong Kong, Templeton Developing Markets Fund--Class A 136,392 (a) 1,789,459 Templeton Global Advisors, Templeton Foreign Fund--Class A 319,288 (a) 3,400,412 Templeton Global Advisors, Templeton Growth Fund--Class A 112,277 (a) 2,184,908 Templeton Global Advisors, Templeton World Fund--Class A 258,982 (a) 4,682,397 Templeton Global Bond Managers, Templeton Global Bond Fund--Class A 45,934 (a) 381,712 Templeton Investment Counsel, Institutional Foreign Equity Fund 2,202,892 (a) 46,481,021 USAA Investment Management, USAA Cornerstone Strategy Fund 3,643 (a) 97,668 USAA Investment Management, USAA GNMA Trust 17,516 (a) 166,405 USAA Investment Management, USAA Growth Fund 32,011 (a) 801,887 USAA Investment Management, USAA Income Fund 129,475 (a) 1,494,136 USAA Investment Management, USAA Income Stock Fund 32,563 (a) 574,742 USAA Investment Management, USAA International Fund 32,311 (a) 755,420 Warburg Pincus Counsellors, Warburg Pincus Capital Appreciation Fund 164,427 (a) 5,140,003 Warburg Pincus Counsellors, Warburg Pincus Emerging Growth Fund 44,524 (a) 2,306,793
-21- 22 SCHEDULE I Page 8 of 8
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE - --------------------------------------------------------------- --------- -------- -------------- Warburg Pincus Counsellors, Warburg Pincus Global Fixed Income Fund 7,934 (a) $ 77,514 Warburg Pincus Counsellors, Warburg Pincus Value Fund 11,221 (a) 158,672 Warburg Pincus Counsellors, Warburg Pincus International Equity Fund 19,303 (a) 471,179 -------------- Total mutual and commingled funds 3,066,812,343 -------------- PARTICIPANT LOANS: Participant loans, interest rates ranging from 9% to 10.75% (a) 71,321,543 -------------- Total investments $5,355,358,570 ==============
(a) Cost information is not required to be presented for these participant- directed investments. *Represents a party in interest. The accompanying notes are an integral part of this schedule. -22- 23 SCHEDULE II DELTA FAMILY-CARE SAVINGS PLAN SCHEDULE H, LINE 4J--REPORTABLE TRANSACTIONS (A) FOR THE YEAR ENDED JUNE 30, 2000
DESCRIPTION OF ASSET EXPENSE (INCLUDES INTEREST RATE AND PURCHASE SELLING INCURRED WITH COST OF IDENTITY OF PARTY INVOLVED MATURITY IN CASE OF A LOAN) PRICE PRICE TRANSACTION ASSETS NET GAIN ------------------------------------- --------------------------- ---------- ------- ------------- ---------- ---------- * FIDELITY MANAGEMENT TRUST COMPANY Institutional Money Market Fund: 171 transactions $56,863,746 -- (b) -- -- 124 transactions -- $57,217,985 (b) $57,217,985 -- * DELTA AIR LINES, INC Delta Air Lines, Inc. common stock: 194 transactions 35,373,377 -- (b) -- -- 605 transactions -- 8,059,594 (b) 5,832,695 $2,226,899
*Represents a party in interest. (a) Represents a series of transactions in securities of the same issue having a cumulative value in excess of 5% of the current value of plan assets at the beginning of the plan year. (b) The normal expenses associated with asset purchases are built into the Trustee's cost records and therefore are not shown separately here. The accompanying notes are an integral part of this schedule. -23- 24 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/ James B. Taylor -------------------- By: James B. Taylor Chief Investment Officer Delta Air Lines Benefit Trusts Delta Air Lines, Inc. Date: December 20, 2000 -24- 25 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated October 16, 2000 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, 2000 into the Company's previously filed Registration Statements Nos. 33-30454 and 333-46904. Atlanta, Georgia December 14, 2000 -25- -----END PRIVACY-ENHANCED MESSAGE-----