-----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, AypKoisB5TaViaMI4MV0iXjQsV7vuJpbP8ISDvHpcjTcxrxwKyWRoQX5pFyAIPiT FwrpOu5Bd/vxJW9GxfVq9w== 0000950144-01-510032.txt : 20020413 0000950144-01-510032.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950144-01-510032 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20011214 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: 1934 Act SEC FILE NUMBER: 001-05424 FILM NUMBER: 1814224 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 g73202e11-k.txt DELTA AIR LINES, INC. 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, 2001 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 DELTA FAMILY-CARE SAVINGS PLAN FINANCIAL STATEMENTS AND SCHEDULES JUNE 30, 2001 AND 2000 TABLE OF CONTENTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS Statement of Net Assets Available for Benefits -- June 30, 2001 Statement of Net Assets Available for Benefits -- June 30, 2000 Statement of Changes in Net Assets Available for Benefits for the Year Ended June 30, 2001 Statement of Changes in Net Assets Available for Benefits for the Year Ended June 30, 2000 NOTES TO FINANCIAL STATEMENTS AND SCHEDULES SCHEDULES SUPPORTING FINANCIAL STATEMENTS Schedule I: Schedule H, Line 4i -- Assets (Held at End of Year) -- June 30, 2001 Schedule II: Schedule H, Line 4j -- Reportable Transactions for the Year Ended June 30, 2001 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, 2001 and 2000 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 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, 2001 and 2000 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 schedules of assets (held at end of year) 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. /s/ Arthur Andersen LLP - ----------------------- Atlanta, Georgia September 28, 2001 DELTA FAMILY-CARE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS JUNE 30, 2001 (IN THOUSANDS)
NONPARTICIPANT-DIRECTED ---------------------------- PARTICIPANT- ALLOCATED UNALLOCATED DIRECTED TOTAL --------- ----------- ------------ ---------- ASSETS: Investments (Note 3) $494,601 $ 257,705 $3,899,364 $4,651,670 -------- --------- ---------- ---------- Receivables: Employer contributions 10,738 -- 4,357 15,095 Interest and dividends 9 49 -- 58 -------- --------- ---------- ---------- Total receivables 10,747 49 4,357 15,153 -------- --------- ---------- ---------- Total assets 505,348 257,754 3,903,721 4,666,823 LIABILITIES: ESOP notes: Principal--current -- 26,072 -- 26,072 Principal--noncurrent -- 290,195 -- 290,195 Interest -- 25,495 -- 25,495 Other payables 6,996 -- -- 6,996 -------- --------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $498,352 $ (84,008) $3,903,721 $4,318,065 ======== ========= ========== ==========
The accompanying notes are an integral part of this statement. 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. DELTA FAMILY-CARE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED JUNE 30, 2001 (IN THOUSANDS)
NONPARTICIPANT-DIRECTED ----------------------------- PARTICIPANT- ALLOCATED UNALLOCATED DIRECTED TOTAL --------- ----------- ------------ ---------- CONTRIBUTIONS: Participant $ -- $ -- $ 329,437 $ 329,437 Employer 33,146 28,489 17,440 79,075 INVESTMENT INCOME: Net depreciation in fair value of investments (68,211) (37,241) (1,042,573) (1,148,025) Interest and dividends 14,254 14,185 262,003 290,442 ALLOCATION OF SHARES, AT FAIR VALUE 21,536 (21,536) -- -- BENEFITS PAID TO PARTICIPANTS (14,934) -- (188,176) (203,110) INTERFUND TRANSFERS (1,915) -- 1,915 -- ADMINISTRATIVE EXPENSES (24) -- (874) (898) INTEREST EXPENSE ON ESOP NOTES -- (25,495) -- (25,495) --------- --------- ----------- ----------- NET DECREASE (16,148) (41,598) (620,828) (678,574) NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 514,500 (42,410) 4,524,549 4,996,639 --------- --------- ----------- ----------- End of year $ 498,352 $(84,008) $ 3,903,721 $ 4,318,065 ========= ========= =========== ===========
The accompanying notes are an integral part of this statement. 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 ALLOCATION OF SHARES, AT FAIR VALUE 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 (DECREASE) INCREASE (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. DELTA FAMILY-CARE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS AND SCHEDULES JUNE 30, 2001 AND 2000 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 Delta Air Lines, Inc. and Delta Technology, Inc. ("Delta Technology") personnel who are paid on the United States domestic payroll or employed in the Commonwealth of Puerto Rico are eligible to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. The Plan is intended to qualify under Section 404(c) of ERISA. 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. Eligible nonpilot participants who are highly compensated may contribute up to 13% 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. Through December 31, 2000, eligible pilot participants could contribute up to 10% of eligible earnings to the Plan. Effective January 1, 2001, eligible pilot participants who are not highly compensated employees and eligible pilot participants who are highly compensated employees may contribute up to 18% and 13%, respectively, 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 12 months of service, Delta makes a quarterly matching contribution to a participant's account of $.50 for every $1 contributed by the participant, up to 2% of the participant's annual earnings, as defined in the plan document. The first $1,550 ($1,500 for the 2000 plan year 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. Delta Technology participants may receive an additional annual contribution equal to 5% of their annual salary. -2- 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 (losses) and charged with administrative expenses on a per participant basis as well as any withdrawals made. 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 long-term 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 2001 and 2000 plan years. 2. INVESTMENT OPTIONS The investment options available to participants at June 30, 2001 consist of 8 core funds and 190 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. Participants who have attained age 55 and completed ten years of participation in the Plan may diversify their account balance out of the Delta Preferred Stock Fund. 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- 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 guaranteed 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 (Note 6) 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, 2001 and 2000 was approximately $525,945,000 and $508,283,000, respectively. The average yields for the investment contracts for the years ending June 30, 2001 and 2000 were 6.42% and 6.44%, respectively. The weighted average crediting rates for the investment contracts for the years ending June 30, 2001 and 2000 were 6.04% and 6.46%, 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, 2001, the fair value of the underlying assets of the synthetic GICs and the value of the related wrapper contracts were $437,973,000 and $(5,650,000), respectively. Interest rates on the synthetic GICs are generally reset quarterly by the issuer and are guaranteed to be set at a rate not less than 0%. The Plan provides for investments in various funds. Investment securities, in general, are exposed to various risks, including interest rate, credit, and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits. The fair values of individual investments that represent 5% or more of the Plan's total net assets at June 30, 2001 and 2000 and the applicable number of shares are separately identified as follows (dollars in thousands): -4-
NUMBER OF FAIR SHARES VALUE --------- ----- 2001: Fidelity Magellan Fund 2,354,971 $261,614 Fidelity Contrafund 5,992,893 264,766 Fidelity U.S. Equity Index Commingled Fund 8,337,407 298,813 Delta Common Stock 8,788,669* 387,405* Delta Preferred Stock 6,342,991** 479,911** 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**
* Partially nonparticipant-directed. ** Nonparticipant-directed. The net appreciation (depreciation) in the fair value of investments includes both net unrealized appreciation (depreciation) on assets held during the year 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 plan years ended June 30, 2001 and 2000, the Plan's investments appreciated (depreciated) in fair value as follows (in thousands):
2001 2000 ---- ---- Mutual funds $ (993,894) $ 202,449 Delta Common Stock (52,418) (52,081) Delta Preferred Stock (71,163) (78,916) Commingled funds (30,550) 40,284 ----------- --------- $(1,148,025) $ 111,736 =========== =========
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, 2001 and 2000 (in thousands):
2001 2000 ---- ---- Investments: Delta Common Stock $244,506 $245,686 Delta Preferred Stock 479,911 560,262 Money market fund 27,889 28,394 -------- -------- $752,306 $834,342 ======== ========
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 are paid by the Plan. -5- 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. As a result of certain plan administration and operational concerns, the Company intends to seek relief under Revenue Procedure 2001-17. Subject to this relief, in the opinion of Delta's management, the Plan, as of June 30, 2001, 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 at this time, 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 borrowings. 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, and has a liquidation preference of $72 plus any accrued and unpaid dividends. Generally, the Preferred Stock shareholders vote together as a single class with the Common Stock shareholders on matters upon which the Common Stock shareholders are entitled to vote. The Preferred Stock 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. 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 Plan's 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 -6- 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 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, 2001, 3,213,293 shares of Preferred Stock with a market value, as defined, of approximately $243,118,000 had been allocated to participants' accounts, and 3,129,698 shares of Preferred Stock with a market value, as defined, of approximately $236,793,000 were held in the unallocated account. 7. LONG-TERM DEBT At June 30, 2001, the Plan's long-term debt, including current maturities of $26,072,000, consisted of $316,267,000 aggregate principal amount of ESOP Notes with final maturity dates ranging from July 1, 2001 to January 1, 2009 and interest rates ranging from 7.63% 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, 2001, the annual maturities of the ESOP Notes for the next five years and thereafter are as follows (in thousands): Years ending June 30: 2002 $ 26,072 2003 29,207 2004 32,655 2005 36,449 2006 40,621 After 2006 151,263 -------- Total $316,267 ========
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, 2001 are included in Schedule I. Fees paid by the Plan to an affiliate of the Trustee for record-keeping services totaled $888,000 and $1,468,000 for the years ended June 30, 2001 and 2000, respectively. Fees paid by the Plan for investment management vary by fund and are generally reflected as a reduction in fund earnings. 9. SUBSEQUENT EVENT As a result of the completion of negotiations with the pilots' union, the pilots will receive an employer contribution on a monthly basis equal to 3% of eligible earnings effective July 1, 2001. Pilots will no longer receive the quarterly company matching contribution discussed in Note 1. These negotiations resulted in an agreement to add a brokerage window to the Plan and to change the year-end of the Plan to December 31. The brokerage window provides access to mutual funds available through the Fidelity -7- Funds Network(R) and is available to all participants beginning October 1, 2001. In addition, effective July 1, 2001, pilots who exceed the IRC Section 401(a)(17) limit in the prior plan year are subject to further restriction of the percentage of earnings which may be deferred into the Plan. For calendar year 2001, the limit is 12%. As a result of the negative impact on the Company's business of the September 11, 2001 terrorist attacks, the Company offered employees the opportunity to participate in various leave of absence, severance, and early retirement programs. In addition, a number of pilots are being furloughed in accordance with the provisions of their working agreement. The combined impact of these actions is expected to be a significant reduction in workforce. SCHEDULE I Page 1 of 10 DELTA FAMILY-CARE SAVINGS PLAN SCHEDULE H, LINE 4I -- ASSETS (HELD AT END OF YEAR) JUNE 30, 2001
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) $ (111,656) Delta International Equity Pool: *Fidelity Management & Research Company, Fidelity Overseas Fund 869,779 (a) 26,528,257 *FMTC Select International Portfolio 1,232,691 (a) 83,342,257 Delta U.S. Equity Pool: *Fidelity Management & Research Company, Fidelity Magellan Fund 473,824 (a) 52,637,154 *Fidelity Management & Research Company, Fidelity Growth and Income Portfolio 1,497,894 (a) 59,136,851 *Fidelity Management & Research Company, FMTC Select Equity Portfolio 2,792,262 (a) 105,742,952 -------------- Total 327,275,815 -------------- DELTA COMMINGLED BONDS FUND: *Fidelity Management Trust Company Cash Account (a) 35,008 *FMTC Broad Market Duration 5,538,846 (a) 107,619,770 -------------- Total 107,654,778 -------------- DELTA COMMON STOCK FUND: *Fidelity Management Trust Company Cash Account (a) 251,684 *Delta Air Lines, Inc. common stock 3,241,804 (a) 142,898,720 *Fidelity Institutional Cash Portfolio: Money Market Fund 2,140,816 (a) 2,140,816 -------------- Total 145,291,220 -------------- INSURANCE CONTRACT/STABLE VALUE FUND: *Fidelity Management Trust Company, Short-Term Investment Fund (a) 75,622,178 Guaranteed investment contracts: AIG Insurance Company: GIC-935, 7.03%, due July 2, 2001 (a) 7,030,442 Allstate Life Insurance Company: GAC-6324, 5.93%, due April 19, 2005 (a) 3,034,765 Business Men's Assurance Company: #1297, 6.03%, due June 3, 2002 (a) 5,956,314 #1308, 5.41%, due June 2, 2001 (a) 5,776,435 Caisse des Depots: BR-261-01, 6.78%, due July 2, 2001 (a) 10,164,897 BR-261-02, 5.36%, due October 15, 2003 (a) 5,054,655 GE Life & Annuity Assurance Company: GS-3448, 7.38%, due August 16, 2004 (a) 3,191,999 GS-3442, 7.49%, due July 21, 2003 (a) 2,142,156 GS-3529, 5.55%, due March 29, 2004 (a) 2,537,647 John Hancock Life Insurance: #15133, 5.95%, due January 18, 2005 (a) 3,081,854 #15096-GAC, variable rate (4.54% at June 30, 2001), due December 1, 2003 (a) 5,018,279 Metropolitan Life Insurance Company: GAC-25642, 7.17%, due September 20, 2004 (a) 2,638,393 GAC-25701, 7.09%, due November 1, 2004 (a) 4,185,853 Monumental Life Insurance Company: #00200FR, 7.18%, due October 4, 2004 (a) 2,105,661 #MDA221FR, 6.56%, due December 15, 2003 (a) 3,105,204 New York Life Insurance Company: #06494-002, 6.78%, due February 20, 2003 (a) 1,006,030 GA-31199, 7.15%, due November 8, 2004 (a) 5,222,388 Prudential Insurance Company: #10009-212, 6.15%, due June 18, 2003 (a) 5,988,225
SCHEDULE I Page 2 of 10
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE ------------------------------------------------ --------- -------- ------- SunAmerica Life Insurance Company: #4888, 8.23%, due January 2, 2004 (a) $ 7,871,010 Synthetic insurance contracts: Allstate Life Insurance Company: INVESCO Group Trust Lambda II Fund (a) 7,519,088 Wrapper contract, 5.75% (a) 31,297 Bank of America: INVESCO Group Trust Gamma Fund (a) 13,791,918 Wrapper contract, 6.72% (a) (247,126) Bank of America: INVESCO Group Trust Intermediate Government Credit Fund (a) 5,977,317 Wrapper contract, 5.57% (a) 33,711 Allstate Life Insurance Company: BMW Vehicle Owner Trust 2001-A, Class A-4 Certificates, 5.11% (a) 2,173,976 U.S. Treasury, Note, 6.63%, due May 2007 (a) 3,031,437 FNMA, 5.75%, due February 2008 (a) 3,049,689 Discover Card Master Trust I 2001-5, Class A Certificates (a) 5,021,275 DaimlerChrysler Auto Trust 2001-A, Class A-4 Certificates (a) 4,031,492 Wrapper contract #77141, 5.61% (a) (193,675) Deutsche Bank AG: Arcadia Automobile Receivables Trust 1998-C, Class A-3 Certificates (a) 6,312,008 Wrapper contract, 5.89%, due May 17, 2004 (a) (62,432) Sears Credit Account Master Trust II 1998-2, Class A Certificates (a) 7,449,605 Wrapper contract, 5.89%, due October 15, 2004 (a) (123,205) Discover Card Master Trust 1998-6, Class A certificates, 5.85% (a) 3,124,965 Wrapper contract, 5.50% (a) (24,874) Massachusetts Mutual Life Insurance Co.: Separate Account B8 (a) 6,481,222 Wrapper contract, 6.25% (a) (148,977) Monumental Life Insurance Co.: First Union, FULB 1997-C1, Class A-1 Certificates (a) 5,187,716 Home Ownership Funding Corp. 1997-1, Class A (a) 6,478,137 EQCC Home Equity Loan Trust 1999-1, Class A-3F Certificates, 5.92%, November 20, 2024 (a) 7,100,177 Ford Auto Owners Trust 2001-C, Class A-5 Certificates, 5.25% (a) 1,304,246 GMAC Commercial Mortgage Securities, Inc., 1996-C1, Class A-2A (a) 498,856 Copel Capital Funding 1997-A, Class A-4 Certificates (a) 1,371,910 PNC Student Loan Trust I 1997-2, Class A-6 Certificates (a) 2,913,417 Merrill Lynch Mortgage Investors Inc., 1997-C1, Class A-1 Certificates, 6.95% (a) 2,198,043 Midland Funding Corp., 1996-C1, Class A- 1 Certificates (a) 633,072 Money Store Home Improvement Trust 1997-1, Class A-3 Certificates (a) 228,466 Wrapper contract 00283TR, 6.77% (a) (466,271) Monumental Life Insurance Co.: Premier Auto Trust 1998-4, Class A-3 asset-backed notes, 5.80%, due August 8, 2001 (a) 599,264 Wrapper contract, 5.80%, due August 8, 2001 (a) (83) FH 1680 PG CMO PAC 1, 6.15%, due July 2020 (a) 6,074,258 Wrapper contract, 5.45%, due March 17, 2003 (a) (46,726) Global Wrap: Americredit Automobile Receivables Trust 1999-D, Class A-2 Certificates, 6.79%, June 5, 2002 (a) 1,531,487 MBNA Master Credit Card Trust II, 1997-1, Class A Certificates, August 15, 2004 (a) 4,139,124 PP&L 1999-1, Class A-4 Certificates, December 25, 2003 (a) 6,196,080
SCHEDULE I Page 3 of 10
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE ------------------------------------------------ --------- -------- ------- Prime Credit Card Master Trust 2000-1, Class A Certificates, 6.70%, November 15, 2005 (a) $ 1,240,825 WFS Financial 1999-B Owner Trust, Class A-4 Certificates (a) 7,271,733 DLJ Commercial Mortgage Trust 2000-CKP1, Commercial mortgage Pass-Through Certificates, 6.93%, August 10, 2009 (a) 2,109,702 GMAC Commercial Mortgage Securities 1999-C1, Class A-1 mortgage pass-through certificates, 5.83%, May 15, 2008 (a) 6,657 LBUBS 2000-C3, Class A-1 Certificates, 7.95%, July 15, 2009 (a) 4,178,849 MSDW 2000-PRIN, Class A-2 Certificates, 7.18%, May 23, 2009 (a) 1,745,016 MSDW 2001-PPM, Class A-2 Certificates, 6.40%, October 15, 2011 (a) 1,484,952 Abbey National Yank., 8.2%, October 15, 2004 (a) 1,093,901 AT & T Corp., 5.63%, March 15, 2004 (a) 809,826 Bank One Corp., 7.63%, August 1, 2005 (a) 871,721 Bank of America, 7.88%, May 16, 2005 (a) 1,405,355 Boeing Capital Corp., 5.65%, May 15, 2006 (a) 699,991 Citigroup, 6.75%, December 1, 2005 (a) 1,561,072 Walt Disney Company, 7.30%, February 8, 2005 (a) 1,512,322 First Union Corp., 7.10%, August 15, 2004 (a) 1,495,637 FleetBoston Financial Corp., 7.25%, September 15, 2005 (a) 1,870,168 Ford Motor Credit Corp., 6.88%, February 1, 2006 (a) 3,354,294 GE Capital Corp., 7.25%, February 1, 2005 (a) 2,042,896 General Motors Acceptance Corp., 7.50%, July 15, 2005 (a) 2,160,527 GTE, 9.10%, June 1, 2003 (a) 1,515,505 International Bank for Recon. & Dev., 5.00%, March 28, 2006 (a) 1,977,381 Lehman Bros. Holdings, Inc., 6.25%, May 15, 2006 (a) 704,238 Mellon Bank, 7.00%, March 15, 2006 (a) 956,462 Merrill Lynch, 6.13%, May 16, 2006 (a) 1,010,672 Midland Bank PLC, 8.63%, January 19, 2005 (a) 1,420,072 National Rural Utilities Coop., 6.00%, May 15, 2006 (a) 1,003,463 Ontario Prov., 7.00%, August 4, 2005 (a) 2,602,256 Quebec Yank., 8.63%, January 19, 2005 (a) 1,820,260 Rio Tinto PLC, 5.75%, July 3, 2006 (a) 990,640 Salomon Smith Barney, 6.25%, January 15, 2005 (a) 2,072,339 SBC Communications Inc., 5.75%, May 2, 2006 (a) 796,322 St. Paul Companies Inc., 7.88%, April 15, 2005 (a) 836,247 Target Corp., 5.50%, April 1, 2007 (a) 640,864 Telefonica, 7.35%, September 15, 2005 (a) 1,483,820 Toyota Motor Credit Corp., 5.63%, November 13, 2003 (a) 1,220,268 Unilever Cap. Corp., 6.88%, November 1, 2005 (a) 1,472,042 Vodafone Airtouch PLC, 7.63%, February 15, 2005 (a) 971,951 Wells Fargo Financial Inc., 7.00%, November 1, 2005 (a) 2,215,724 Wisconsin Energy Corp., 5.88%, April 1, 2006 (a) 1,109,620 FNMA, 7.00%, July 15, 2005 (a) 15,167,123 FNMA, 5.50%, May 2, 2006 (a) 1,596,956 GNMA, 6.50%, January 15, 2026 (a) 2,267,803 FHR, 1610 PM, 6.25%, September 15, 2007 (a) 920,149 FHR, 1624 PW, 4.00%, October 15, 2007 (a) 5,238,163 FHR, 1702 PD, 6.50%, December 15, 2006 (a) 4,119,147 FHR, 1803 AB, 6.00%, November 15, 2006 (a) 5,802,783 FHR, 1994-51 PH, 6.50%, September 25, 2007 (a) 10,275,967 FNR, 1994-60 PG, 7.00%, July 25, 2007 (a) 8,324,107 FNR, 1996-40 J, 6.00%, October 25, 2007 (a) 1,584,058 FNR, 1996-64, 6.50%, December 18, 2006 (a) 9,858,976 FNR, 1997-9 N, 6.50%, March 25, 2007 (a) 1,882,008 FNR 1994-26 H, 6.38%, April 25, 2008 (a) 10,541,355 FNR 1996-28 PG, 6.50%, July 25, 2005 (a) 9,416,875 Morgan Stanley Dean Witter, 5.63%, January 20, 2004 (a) 825,237 Interest bearing cash (a) 2,088,402 Chase Manhattan Bank, wrapper contract, 7.07% (a) (2,198,975)
SCHEDULE I Page 4 of 10
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE ------------------------------------------------ --------- -------- ------- Monumental Life Insurance, wrapper contract, 7.07% (a) $ (2,198,556) Continental Assurance Co.: Case Equipment Loan Trust, 1999-A, Class A-4 Certificates (a) 5,079,410 U. S. Treasury Note, 5.875%, due November 2004 (a) 5,208,595 Federal National Mortgage Co. ("FNMA"), 6.38%, due June 2009 (a) 7,676,955 FNMA Grantor Trust 2001-T7, Class A-1 Certificates (a) 5,184,710 Commercial Mortgage Trust 1999-C1, Class A-1 Pass-through Certificates, 6.41% (a) 4,566,714 Goldman Sachs Mortgage Sec. Corp. II, 1996-PL, Class A-1 Certificates (a) 2,733,660 Wrapper contract #63005856, 5.85% (a) 8,715 State Street Bank and Trust Co.: Premier Auto Trust 1998-3, Class A-4 asset-backed notes, 5.96%, (a) 2,440,005 Wrapper contract, 5.19%, due July 8, 2002 (a) (7,383) Bank of America MH 1998-2, Class A-6 Certificates (a) 10,238,536 Wrapper contract, 6.24%, due January 12, 2004 (a) (192,283) CSXT Trade Receivables Master Trust, Series 1998-1, 6.00% (a) 8,054,250 Wrapper contract, 6.09%, due June 25, 2003 (a) (49,636) Dayton Hudson Credit Card Master Trust 1998-1, Class A certificates, 5.90% (a) 5,093,589 Wrapper contract, 5.99%, due July 25, 2003 (a) (90,981) State Street Bank and Trust Co.: Sears Credit Account Master Trust, 1997-1, Class A Certificates (a) 10,225,110 Bears Stern CBO, 1997-1A, Class A-2A (a) 4,177,525 American Express Credit Account Master Trust, 1999-1, Class A Certificates, 5.60% (a) 6,085,260 Distribution Financial Services RV Trust 1999-1, Class A-3 Certificates, 5.70% (a) 2,961,694 PNC Mortgage Securities Corp.,1997-6, Class A-2 Mortgage Pass-through Certificates (a) 2,539,391 U. S. Treasury Note, 6.63%, due May 2007 (a) 4,871,952 FNMA, 5.75%, due February 2008 (a) 3,049,689 Wrapper contract #96042, 6.15% (a) 2,688,254 Union Bank of Switzerland AG: American Express Master Trust Series 1994-2 Certificates, 6.95%v, due September 17, 2001 (a) 6,605,781 Wrapper contract, 6.95%, due September 17, 2001 (a) (38,854) FHR 1499 PG CMO (a) 3,902,519 Wrapper contract, 6.95%, due July 2, 2001 (a) (41,377) Union Bank of Switzerland AG: First NBC Credit Card Master Trust, 1997-1, Class A Certificates (a) 4,396,879 FNMA, Pool #375171, due June 01, 2004 (a) 10,424,465 Avis Leasing LP, AESOP 1997-1A, Class A-2 Certificates (a) 10,217,080 Countrywide, CCR 6.57%, due September 2002 (a) 7,288,008 American Express Credit Account Master Trust 1999-1, Class A Certificates, 5.60% (a) 7,099,470 FNMA, Pool #375087, due May 1, 2004 (a) 4,755,011 Wrapper contract #5010, 6.98% (a) (1,537,576) Westdeutsche Landesbank: Chase Manhattan Auto Owner Trust 1998-C, Class A-4 Certificates, 5.85% (a) 5,308,591 Wrapper contract, 5.96%, due March 17, 2003 (a) (53,831) Aetna Life Insurance & Annuity Company: Separate account #431 (a) 19,725,443 Wrapper contract, 5.81% (a) (689,638) -------------- Total 593,057,139 --------------
SCHEDULE I Page 5 of 10
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE ------------------------------------------------ --------- -------- ------- DELTA BALANCED FUND: *Fidelity Management Trust Company Cash Account (a) $ 12,133 Delta U.S. Equity Pool: *Fidelity Management & Research Company, Fidelity Magellan Fund 1,696 (a) 188,399 *Fidelity Management & Research Company, Fidelity Growth and Income Portfolio 5,361 (a) 211,663 *Fidelity Management & Research Company, FMTC Select Equity Portfolio 9,994 (a) 378,476 *FMTC Broad Market Duration 37,427 (a) 727,199 -------------- Total 1,517,870 -------------- DELTA CONSERVATIVE BALANCED FUND: *Fidelity Management Trust Company Cash Account (a) 14,804 Delta U.S. Equity Pool: *Fidelity Management & Research Company, Fidelity Magellan Fund 24,510 (a) 2,722,766 *Fidelity Management & Research Company, Fidelity Growth and Income Portfolio 77,482 (a) 3,058,976 *Fidelity Management & Research Company, FMTC Select Equity Portfolio 144,436 (a) 5,469,774 *FMTC Broad Market Duration 1,775,830 (a) 34,504,382 -------------- Total 45,770,702 -------------- DELTA GROWTH BALANCED FUND: *Fidelity Management Trust Company Cash Account 17,872 Delta U.S. Equity Pool: *Fidelity Management & Research Company, Fidelity Magellan Fund 176,684 (a) 19,627,861 *Fidelity Management & Research Company, Fidelity Growth and Income Portfolio 558,549 (a) 22,051,533 *Fidelity Management & Research Company, FMTC Select Equity Portfolio 1,041,206 (a) 39,430,475 *FMTC Broad Market Duration 1,421,793 (a) 27,625,441 -------------- Total 108,753,182 -------------- DELTA PREFERRED STOCK FUND: *Delta Air Lines, Inc. common stock 5,546,865 223,687,499 244,505,809 *Delta Air Lines, Inc. Convertible Preferred Stock Series B 6,342,991 474,254,631 479,910,699 *Fidelity Institutional Cash Portfolio--Money Market Fund 27,889,541 27,889,541 -------------- Total 752,306,049 -------------- MUTUAL AND COMMINGLED FUNDS: *Fidelity Management & Research Company, Fidelity Asset Manager 124,965 (a) 2,013,188 *Fidelity Management & Research Company, Fidelity Asset Manager: Income 25,152 (a) 289,494 *Fidelity Management & Research Company, Fidelity Asset Manager: Growth 91,349 (a) 1,385,762 *Fidelity Management & Research Company, Fidelity Aggressive Growth Fund 2,085,163 (a) 51,169,892 *Fidelity Management & Research Company, Fidelity Balanced Fund 329,650 (a) 5,066,719 *Fidelity Management & Research Company, Fidelity Blue Chip Growth Fund 371,488 (a) 17,274,203 *Fidelity Management & Research Company, Fidelity Canada Fund 50,463 (a) 980,497 *Fidelity Management & Research Company, Fidelity Capital & Income Fund 447,818 (a) 3,304,896 *Fidelity Management & Research Company, Fidelity Capital Appreciation Fund 109,767 (a) 2,454,389 *Fidelity Management & Research Company, Fidelity Contrafund 5,992,893 (a) 264,766,013 *Fidelity Management & Research Company, Fidelity Contrafund II 52,563 (a) 597,115 *Fidelity Management & Research Company, Fidelity Convertible Securities Fund 203,007 (a) 4,230,666 *Fidelity Management & Research Company, Fidelity Disciplined Equity Fund 64,431 (a) 1,512,844
SCHEDULE I Page 6 of 10
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE ------------------------------------------------ --------- -------- ------- *Fidelity Management & Research Company, Fidelity Diversified International Fund 334,018 (a) $ 6,630,253 *Fidelity Management & Research Company, Fidelity Dividend Growth Fund 1,008,096 (a) 29,829,558 *Fidelity Management & Research Company, Fidelity Emerging Markets Fund 99,371 (a) 786,027 *Fidelity Management & Research Company, Fidelity Equity-Income II Fund 179,946 (a) 4,100,973 *Fidelity Management & Research Company, Fidelity Equity-Income Fund 1,099,802 (a) 57,398,654 *Fidelity Management & Research Company, Fidelity Europe Capital Appreciation Fund 148,005 (a) 2,476,125 *Fidelity Management & Research Company, Fidelity Europe Fund 138,586 (a) 3,497,922 *Fidelity Management & Research Company, Fidelity Export & Multinational Fund 119,494 (a) 2,054,103 *Fidelity Management & Research Company, Fidelity Fifty Fund 237,063 (a) 3,982,663 *Fidelity Management & Research Company, Fidelity Four in One Index Fund 3,550 (a) 82,939 *Fidelity Management & Research Company, Fidelity 2040 Freedom Fund 1,296 (a) 10,344 *Fidelity Management & Research Company, Fidelity Fund 280,101 (a) 8,918,430 *Fidelity Management & Research Company, Fidelity Global Balanced Fund 7,785 (a) 126,732 *Fidelity Management & Research Company, Fidelity Ginnie Mae Fund 483,290 (a) 5,209,862 *Fidelity Management & Research Company, Fidelity Government Income Fund 230,443 (a) 2,258,340 *Fidelity Management & Research Company, Fidelity Growth & Income Portfolio 3,250,018 (a) 128,310,719 *Fidelity Management & Research Company, Fidelity Growth & Income Portfolio II 10,434 (a) 100,479 *Fidelity Management & Research Company, Fidelity Growth Company Fund 438,659 (a) 25,736,132 *Fidelity Management & Research Company, Fidelity Hong Kong & China Fund 190,031 (a) 2,628,128 *Fidelity Management & Research Company, Fidelity Institutional Short-Intermediate Government Portfolio 89,855 (a) 836,551 *Fidelity Management & Research Company, Fidelity Intermediate Bond Fund 140,053 (a) 1,420,134 *Fidelity Management & Research Company, Fidelity International Bond Fund 16,389 (a) 129,144 *Fidelity Management & Research Company, Fidelity International Growth & Income Fund 34,277 (a) 684,178 *Fidelity Management & Research Company, Fidelity International Value Fund 54,148 (a) 651,940 *Fidelity Management & Research Company, Fidelity Investment-Grade Bond Fund 261,575 (a) 1,880,725 *Fidelity Management & Research Company, Fidelity Japan Fund 348,158 (a) 4,338,052 *Fidelity Management & Research Company, Fidelity Japan Small Companies Fund 1,521,566 (a) 12,096,450 *Fidelity Management & Research Company, Fidelity Large Cap Stock Fund 149,866 (a) 2,427,829 *Fidelity Management & Research Company, Fidelity Latin America Fund 108,088 (a) 1,415,947 *Fidelity Management & Research Company, Fidelity Low-Priced Stock Fund 1,271,996 (a) 34,509,256 *Fidelity Management & Research Company, Fidelity Magellan Fund 1,678,257 (a) 186,437,605 *Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 1,362,268 (a) 33,593,521 *Fidelity Management & Research Company, Fidelity New Markets Income Fund 180,273 (a) 2,096,578 *Fidelity Management & Research Company, Fidelity Nordic Fund 172,322 (a) 3,484,352
SCHEDULE I Page 7 of 10
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE ------------------------------------------------ --------- -------- ------- *Fidelity Management & Research Company, Fidelity OTC Portfolio 1,657,049 (a) $ 58,427,534 *Fidelity Management & Research Company, Fidelity Overseas Fund 47,955 (a) 1,462,628 *Fidelity Management & Research Company, Fidelity Pacific Basin Fund 1,278,470 (a) 20,468,305 *Fidelity Management & Research Company, Fidelity Puritan Fund 177,746 (a) 3,304,294 *Fidelity Management & Research Company, Fidelity Real Estate Investment Fund 327,537 (a) 6,400,077 *Fidelity Management & Research Company, Fidelity Retirement Government Money Market Portfolio 9,395,940 (a) 9,395,940 *Fidelity Management & Research Company, Fidelity Independence Fund 323,133 (a) 5,725,918 *Fidelity Management & Research Company, Fidelity Retirement Money Market Portfolio 97,632,349 (a) 97,632,349 *Fidelity Management & Research Company, Fidelity Short-Term Bond Fund 117,750 (a) 1,026,777 *Fidelity Management & Research Company, Fidelity Small Cap Selector Fund 144,549 (a) 2,265,086 *Fidelity Management & Research Company, Fidelity Small Cap Stock Fund 36,338 (a) 505,462 *Fidelity Management & Research Company, Fidelity Southeast Asia Fund 138,722 (a) 1,507,904 *Fidelity Management & Research Company, Spartan 500 Index Fund 124,021 (a) 10,484,740 *Fidelity Management & Research Company, Spartan U.S. Equity Index Fund 401,468 (a) 17,455,815 *Fidelity Management & Research Company, Fidelity Stock Selector Fund 18,561 (a) 414,843 *Fidelity Management & Research Company, Fidelity TechnoQuant Growth Fund 88,571 (a) 1,111,570 *Fidelity Management & Research Company, Fidelity Trend Fund 3,718 (a) 195,664 *Fidelity Management & Research Company, Fidelity U.S. Bond Index Fund 418,913 (a) 4,444,663 *Fidelity Management Trust Company, Fidelity U.S. Equity Index Commingled Fund 8,337,407 (a) 298,812,656 *Fidelity Management & Research Company, Fidelity Utilities Fund 298,367 (a) 4,591,873 *Fidelity Management & Research Company, Fidelity Value Fund 284,288 (a) 14,740,334 *Fidelity Management & Research Company, Fidelity Worldwide Fund 41,373 (a) 625,142 *Strategic Advisors, Fidelity Freedom 2000 Fund 98,950 (a) 1,163,655 *Strategic Advisors, Fidelity Freedom 2010 Fund 291,805 (a) 3,813,891 *Strategic Advisors, Fidelity Freedom 2020 Fund 198,089 (a) 2,636,565 *Strategic Advisors, Fidelity Freedom 2030 Fund 150,565 (a) 2,023,598 *Strategic Advisors, Fidelity Freedom Income Fund 41,857 (a) 460,844 The Alger Fund, Alger Capital Appreciation Retirement Portfolio 28,949 (a) 395,731 The Alger Fund, Alger MidCap Growth Retirement Portfolio 81,735 (a) 1,259,533 The Alger Fund, Alger Small Capitalization Retirement Fund 1,061 (a) 17,469 American Century Mutual Funds, Inc., American Century Select Fund, Investor shares 342,566 (a) 13,719,760 American Century Mutual Funds, Inc., American Century Ultra Fund, Investor shares 3,496,605 (a) 103,149,846 Ariel Capital Management, Ariel Appreciation Fund 25,799 (a) 928,770 Ariel Capital Management, Ariel Fund 26,366 (a) 954,960 Ariel Capital Management, Ariel Premier Bond Fund, Institutional Shares 3,129 (a) 31,665 Baron Funds, Baron Asset Fund 2,919 (a) 144,792 Baron Funds, Baron Growth Fund 25,706 (a) 810,768 Calvert Asset Management Company, Inc., Calvert Capital Accumulation Fund, Class A shares 44,086 (a) 1,135,663 Calvert Asset Management Company, Inc., Calvert New Vision Small-Cap Fund, Class A shares 9,242 (a) 168,203
SCHEDULE I Page 8 of 10
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE ------------------------------------------------ --------- -------- ------- Calvert Asset Management Company, Inc., Calvert Social Investment Balanced Fund, Class A shares 7,386 (a) $ 203,497 Calvert Asset Management Company, Inc., Calvert World Values International Equity Fund, Class A shares 17,955 (a) 295,899 Delaware Management Company, Delaware Trend Fund, Class A shares 2,157,791 (a) 43,026,346 Domini Social Investments, Domini Social Equity Fund 253 (a) 8,159 Founders Asset Management, Founders Balanced Fund, Class F shares 23,459 (a) 206,207 Founders Asset Management, Founders Discovery Fund, Class F shares 227,398 (a) 7,263,078 Founders Asset Management, Founders Growth and Income Fund, Class F shares 48,725 (a) 237,780 Founders Asset Management, Founders Growth Fund, Class F shares 89,820 (a) 1,014,971 Founders Asset Management, Founders Mid-Cap Growth Fund, Class F shares 76,383 (a) 300,187 Founders Asset Management, Founders Worldwide Growth Fund, Class F shares 35,578 (a) 461,802 Franklin Small Cap Growth Fund, Class A shares 2,372 (a) 79,433 INVESCO Funds Group, INVESCO Dynamics Fund, Investor shares 1,834,791 (a) 34,475,719 INVESCO Funds Group, INVESCO Blue Chip Growth Fund, Investor shares 1,828,883 (a) 6,273,070 INVESCO Funds Group, INVESCO High-Yield Fund, Investor shares 574,730 (a) 2,563,297 INVESCO Funds Group, INVESCO Equity Income Fund, Investor shares 138,790 (a) 1,855,625 INVESCO Funds Group, INVESCO Select Income Fund, Investor shares 422,574 (a) 2,438,251 INVESCO Funds Group, INVESCO Small Company Growth Fund, Investor shares 928,948 (a) 12,689,423 INVESCO Funds Group, INVESCO Total Return Fund, Investor shares 60,586 (a) 1,599,462 INVESCO Funds Group, INVESCO Value Equity Fund, Investor shares 39,483 (a) 840,989 Janus Capital Corporation, Janus Adviser Capital Appreciation Fund 2,986 (a) 70,149 Janus Capital Corporation, Janus Adviser Aggressive Growth Fund 9,064 (a) 236,659 Janus Capital Corporation, Janus Adviser Growth Fund 1,160 (a) 28,324 Janus Capital Corporation, Janus Adviser International Fund 2,519 (a) 68,061 Janus Capital Corporation, Janus Balanced Fund 1,051,622 (a) 21,232,254 Janus Capital Corporation, Janus Enterprise Fund 1,954,310 (a) 76,003,107 Janus Capital Corporation, Janus Flexible Income Fund 318,321 (a) 2,893,536 Janus Capital Corporation, Janus Fund 1,168,002 (a) 34,105,649 Janus Capital Corporation, Janus Mercury Fund 5,502,245 (a) 135,190,170 Janus Capital Corporation, Janus Twenty Fund 2,723,917 (a) 120,151,962 Janus Capital Corporation, Janus Worldwide Fund 2,050,346 (a) 100,548,963 Managers Funds, Managers Bond Fund 9,096 (a) 201,570 Managers Funds, Managers Capital Appreciation Fund 5,731 (a) 181,287 Managers Funds, Managers Income Equity Fund 3,028 (a) 88,795 Managers Funds, Managers Special Equity Fund 2,361 (a) 182,276 Merrill Lynch Asset Management, Merrill Lynch Capital Fund, Class A shares 208,531 (a) 6,153,754 Morgan Stanley Institutional Fund Trust, Balanced Portfolio, (formerly, MAS Balanced Portfolio, Adviser Class) 18,909 (a) 217,265 Morgan Stanley Institutional Fund Trust, Fixed Income Portfolio (formerly, MAS Funds Fixed Income Portfolio, Adviser Class) 105,357 (a) 1,225,304 Morgan Stanley Institutional Fund Trust, High Yield Portfolio (formerly, MAS Funds High Yield Portfolio, Adviser Class) 102,092 (a) 660,536 Morgan Stanley Institutional Fund Trust, Mid Cap Growth Portfolio (formerly, MAS Funds Mid-Cap Growth Portfolio, Adviser Class) 646,039 (a) 13,030,598 Morgan Stanley Institutional Fund Trust, Value Portfolio (formerly, MAS Funds Value Portfolio, Adviser Class) 1,514,447 (a) 23,534,506
SCHEDULE I Page 9 of 10
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE ------------------------------------------------ --------- -------- ------- Morgan Stanley Institutional Fund, Inc., Emerging Markets Portfolio, Class B shares 71,643 (a) $ 775,893 Morgan Stanley Institutional Fund, Inc., Small Company Growth Portfolio, Class B shares 2,900,744 (a) 29,007,440 Morgan Stanley Institutional Fund, Inc., Equity Growth Portfolio, Class B 1,783 (a) 32,288 Morgan Stanley Institutional Fund, Inc., Active International Allocation Portfolio, Class B shares 13,433 (a) 127,075 Morgan Stanley Institutional Fund, Inc. Global Value Portfolio, Class B shares (formerly, Global Equity Portfolio) 106,663 (a) 1,740,741 Montgomery Asset Management, Montgomery Global 20 Portfolio, Class R shares 37 (a) 407 Morgan Stanley Institutional Fund, Inc., International Magnum Portfolio, Class B shares 203 (a) 2,087 Morgan Stanley Institutional Fund, Inc., Value Equity Portfolio Class B shares 15,198 (a) 159,882 Franklin Mutual Advisers, Mutual Discovery Fund, Class A shares 23,822 (a) 470,252 Franklin Mutual Advisers, Mutual Shares Fund, Class A shares 29,729 (a) 636,209 Neuberger & Berman Management, Inc., Neuberger Berman Socially Responsive Fund 5 (a) 67 Neuberger & Berman Management, Inc., Neuberger Berman Focus Trust 821,978 (a) 25,168,981 Neuberger & Berman Management, Inc., Neuberger Berman Genesis Trust 678,081 (a) 19,833,866 Neuberger & Berman Management, Inc., Neuberger Berman Guardian Trust 32,468 (a) 383,775 Neuberger & Berman Management, Inc., Neuberger Berman Manhattan Trust 94,551 (a) 1,140,284 Neuberger & Berman Management, Inc., Neuberger Berman Partners Trust 84,844 (a) 1,421,989 Pacific Investment Management Company, PIMCO Capital Appreciation Fund, Administrative Shares 243,376 (a) 4,249,339 Pacific Investment Management Company, PIMCO Global Bond Fund, Administrative Shares 36,801 (a) 300,667 Pacific Investment Management Company, PIMCO High Yield Fund, Administrative Shares 369,230 (a) 3,529,842 Pacific Investment Management Company, PIMCO Low Duration Fund, Administrative Shares 176,471 (a) 1,766,477 Pacific Investment Management Company, PIMCO Long-Term U.S. Government Fund, Administrative Shares 26,030 (a) 268,369 Pacific Investment Management Company, PIMCO Mid-Cap Fund, Administrative Shares 341,850 (a) 7,233,538 Pacific Investment Management Company, PIMCO Total Return Fund, Administrative Shares 795,996 (a) 8,230,601 Pilgrim Baxter & Associates, PBHG Emerging Growth Fund 183,033 (a) 3,481,280 Pilgrim Baxter & Associates, PBHG Growth Fund 477,212 (a) 12,235,716 RS Investment, RS Emerging Growth Fund 15,468 (a) 558,700 RS Investment, RS MicroCap Growth Fund 8,303 (a) 175,855 Zurich Scudder Investments, Scudder International Fund, Class S shares 727 (a) 30,493 Scudder Kemper Investments, Scudder Global Discovery Fund 4,277 (a) 110,984 Zurich Scudder Investments, Scudder Growth & Income Fund, Class S shares 997 (a) 22,351 Zurich Scudder Investments, Scudder 21st Century Growth Fund 717 (a) 14,355 Strong Capital Management, Strong Advisor Common Stock Fund, Class Z shares 10,296 (a) 208,386 Strong Capital Management, Strong Advantage Fund, Investor Class 212,229 (a) 2,109,560 Strong Capital Management, Strong Discovery Fund 21,650 (a) 389,486 Strong Capital Management, Strong Government Securities Fund, Investor Class 288,131 (a) 3,068,599 Strong Capital Management, Strong Growth Fund, Investor Class 510,254 (a) 10,465,308 Strong Capital Management, Strong Opportunity Fund, Investor Class 263,789 (a) 11,131,875
SCHEDULE I Page 10 of 10
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE ------------------------------------------------ --------- -------- ------- Strong Capital Management, Strong Short-Term Bond Fund, Investor Class 105,472 (a) $ 1,004,095 Strong Capital Management, Strong Large Cap Growth Fund 158,685 (a) 4,146,431 TCW Funds Management, TCW Galileo Small Cap Growth Fund, Class N shares 19,449 (a) 467,752 TCW Funds Management, TCW Galileo Aggressive Growth Equities Fund, Class N shares 17,343 (a) 253,560 TCW Funds Management, TCW Galileo Select Equity Fund, Class N shares 869 (a) 15,271 Templeton Asset Management, Templeton Developing Markets Fund, Class A shares 125,050 (a) 1,334,288 Franklin Advisers, Templeton Foreign Smaller Companies Fund, Class A shares 233 (a) 3,278 Templeton Global Advisors, Templeton Foreign Fund, Class A shares 430,789 (a) 4,256,197 Templeton Global Advisors, Templeton Growth Fund, Class A shares 133,431 (a) 2,436,450 Templeton Global Advisors, Templeton World Fund, Class A shares 354,099 (a) 5,467,288 Templeton Global Bond Managers, Templeton Global Bond Fund, Class A shares 56,447 (a) 433,512 Templeton Investment Counsel, Institutional Foreign Equity Fund 2,448,930 (a) 38,203,302 Rice Hall James & Associates, UAM Rice Hall James Small Cap Portfolio 30,929 (a) 540,945 Fiduciary Management Associates, UAM/FMA Small Company Portfolio, Institutional Shares 7,940 (a) 154,597 USAA Investment Management, USAA Cornerstone Strategy Fund 8,732 (a) 217,248 USAA Investment Management, USAA Emerging Markets Fund 31 (a) 216 USAA Investment Management, USAA GNMA Trust 101,221 (a) 997,029 USAA Investment Management, USAA Growth Fund 29,911 (a) 484,252 USAA Investment Management, USAA Income Fund 343,420 (a) 4,162,255 USAA Investment Management, USAA Income Stock Fund 50,157 (a) 911,857 USAA Investment Management, USAA International Fund 34,390 (a) 604,583 Credit Suisse Asset Management, CS Warburg Pincus Capital Appreciation Fund, Common Shares 227,261 (a) 4,627,039 Credit Suisse Asset Management, CS Warburg Pincus Emerging Growth Fund, Common Shares 52,057 (a) 1,493,526 Credit Suisse Asset Management, CS Warburg Pincus Global Fixed-Income Fund, Common Shares 14,076 (a) 138,365 Credit Suisse Asset Management, CS Warburg Pincus Value II Fund, Common Shares 103,720 (a) 1,452,080 Credit Suisse Asset Management, CS Warburg Pincus International Equity Fund 21,240 (a) 272,506 -------------- Total mutual and commingled funds 2,495,400,469 -------------- PARTICIPANT LOANS: Participant loans, interest rates ranging from 9.00% to 10.75% (a) 74,643,019 -------------- Total investments $4,651,670,243 ==============
(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. SCHEDULE II DELTA FAMILY-CARE SAVINGS PLAN SCHEDULE H, LINE 4J -- REPORTABLE TRANSACTIONS (A) FOR THE YEAR ENDED JUNE 30, 2001
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 $63,227,841 $ -- (b) $ -- $ -- 144 transactions -- 63,714,639 (b) 63,714,639 -- *DELTA AIR LINES, INC. Delta Air Lines, Inc. common stock: 204 transactions 46,440,283 -- (b) -- -- 623 transactions -- 13,150,648 (b) 10,780,986 2,369,663
*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. 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 14, 2001 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated September 28, 2001 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, 2001 into the Company's previously filed Registration Statements Nos. 33-30454 and 333-46904. /s/ Arthur Andersen LLP Atlanta, Georgia December 12, 2001 -----END PRIVACY-ENHANCED MESSAGE-----