11-K 1 g83516e11vk.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 the Year Ended December 31, 2002 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 SCHEDULE DECEMBER 31, 2002 AND DECEMBER 31, 2001 TABLE OF CONTENTS INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS Statement of Net Assets Available for Benefits-- December 31, 2002 Statement of Net Assets Available for Benefits-- December 31, 2001 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2002 Statement of Changes in Net Assets Available for Benefits for the Six-Month Period Ended December 31, 2001 NOTES TO FINANCIAL STATEMENTS SUPPLEMENTAL SCHEDULE Schedule 1: Schedule H, Line 4i--Assets (Held at End of Year)--December 31, 2002 INDEPENDENT AUDITORS' REPORT To the Administrative Committee of Delta Air Lines, Inc.: We have audited the accompanying statement of net assets available for benefits of the Delta Family-Care Savings Plan (the "Plan") as of December 31, 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. These financial statements 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 schedule based on our audit. The financial statements of the Plan as of December 31, 2001 and for the six-month period ended December 31, 2001 were audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on those financial statements in their report dated April 22, 2002. We conducted our audit 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 audit provides a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002, and the changes in its net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule is presented for purposes of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Administrative Committee of Delta Air Lines, Inc. The schedule has been subjected to the auditing procedures applied in the audit of the basic 2002 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP Atlanta, Georgia June 20, 2003 DELTA FAMILY-CARE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2002 (IN THOUSANDS)
NONPARTICIPANT-DIRECTED ----------------------- PARTICIPANT- ALLOCATED UNALLOCATED DIRECTED TOTAL --------- ----------- ------------ ----------- ASSETS: Cash $ - $ 13,121 $ 1,938 $ 15,059 --------- ---------- ----------- ----------- Investments, at fair value as determined by quoted market prices (Note 4) 353,703 175,639 2,559,767 3,089,109 Investments, at contract value (Note 3) - - 723,287 723,287 --------- ---------- ----------- ----------- Total investments 353,703 175,639 3,283,054 3,812,396 --------- ---------- ----------- ----------- Receivables: Employer contributions 3,036 - 21,167 24,203 Interest and dividends and other - 1 46 47 --------- ---------- ----------- ----------- Total receivables 3,036 1 21,213 24,250 --------- ---------- ----------- ----------- Total assets 356,739 188,761 3,306,205 3,851,705 LIABILITIES: ESOP notes: Current - 32,655 - 32,655 Noncurrent - 228,333 - 228,333 Interest payable - 10,570 - 10,570 Other payables 13 2,826 538 3,377 --------- ---------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $ 356,726 $ (85,623) $ 3,305,667 $ 3,576,770 ========= ========== =========== ===========
The accompanying notes are an integral part of this statement. DELTA FAMILY-CARE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2001 (IN THOUSANDS)
NONPARTICIPANT-DIRECTED ----------------------- PARTICIPANT- ALLOCATED UNALLOCATED DIRECTED TOTAL --------- ----------- ------------ ----------- ASSETS: Cash $ 7,559 $ - $ 779 $ 8,338 --------- --------- ----------- ----------- Investments, at fair value as determined by quoted market prices (Note 4) 418,466 206,634 3,092,424 3,717,524 Investments, at contract value (Note 3) - - 660,670 660,670 --------- --------- ----------- ----------- Total investments 418,466 206,634 3,753,094 4,378,194 --------- --------- ----------- ----------- Receivables: Employer contributions 9,891 - 13,575 23,466 Interest and dividends and other 2 1 982 985 --------- --------- ----------- ----------- Total receivables 9,893 1 14,557 24,451 --------- --------- ----------- ----------- Total assets 435,918 206,635 3,768,430 4,410,983 LIABILITIES: ESOP notes: Current - 29,207 - 29,207 Noncurrent - 260,988 - 260,988 Interest payable - 11,753 - 11,753 Other payables - - - - --------- --------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $ 435,918 $ (95,313) $ 3,768,430 $ 4,109,035 ========= ========= =========== ===========
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 DECEMBER 31, 2002 (IN THOUSANDS)
NONPARTICIPANT-DIRECTED ----------------------- PARTICIPANT- ALLOCATED UNALLOCATED DIRECTED TOTAL --------- ----------- ------------ ----------- CONTRIBUTIONS: Participant $ - $ - $ 301,927 $ 301,927 Employer 26,238 39,491 37,626 103,355 INVESTMENT INCOME: Net depreciation in fair value of investments (122,716) (41) (590,250) (713,007) Interest and dividends 15,518 19,164 60,984 95,666 ALLOCATION OF SHARES, AT FAIR VALUE 26,601 (26,601) - - BENEFITS PAID TO PARTICIPANTS (23,394) - (273,183) (296,577) INTERFUND TRANSFERS (1,395) - 1,395 - ADMINISTRATIVE EXPENSES (44) - (1,262) (1,306) INTEREST EXPENSE ON ESOP NOTES - (22,323) - (22,323) --------- --------- ----------- ---------- NET INCREASE (DECREASE) (79,192) 9,690 (462,763) (532,265) NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 435,918 (95,313) 3,768,430 4,109,035 --------- --------- ----------- ---------- End of year $ 356,726 $ (85,623) $ 3,305,667 $3,576,770 ========= ========= =========== ==========
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 SIX-MONTH PERIOD ENDED DECEMBER 31, 2001 (IN THOUSANDS)
NONPARTICIPANT-DIRECTED ----------------------- PARTICIPANT- ALLOCATED UNALLOCATED DIRECTED TOTAL --------- ----------- ------------ ----------- CONTRIBUTIONS: Participant $ - $ - $ 163,686 $ 163,686 Employer 9,964 30,619 22,087 62,670 INVESTMENT INCOME: Net depreciation in fair value of investments (97,550) (11,518) (258,185) (367,253) Interest and dividends 7,852 6,560 42,730 57,142 ALLOCATION OF SHARES, AT FAIR VALUE 25,213 (25,213) - - BENEFITS PAID TO PARTICIPANTS (6,979) - (106,312) (113,291) INTERFUND TRANSFERS (925) - 925 - ADMINISTRATIVE EXPENSES (9) - (222) (231) INTEREST EXPENSE ON ESOP NOTES - (11,753) - (11,753) --------- --------- ----------- ----------- NET DECREASE (62,434) (11,305) (135,291) (209,030) NET ASSETS AVAILABLE FOR BENEFITS: Beginning of period 498,352 (84,008) 3,903,721 4,318,065 --------- --------- ----------- ----------- End of period $ 435,918 $ (95,313) $ 3,768,430 $ 4,109,035 ========= ========= =========== ===========
The accompanying notes are an integral part of this statement. DELTA FAMILY-CARE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 AND DECEMBER 31, 2001 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 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, and is intended to qualify under Section 404(c) of ERISA. CONTRIBUTIONS Employee contributions may be made, at the option of the employee, as pre-tax contributions or after-tax contributions or as a combination of both pre-tax and after-tax contributions. Effective September 1, 2002, eligible U.S.-based nonpilot participants, including Delta Technology participants, who are not highly compensated employees may contribute up to 35% of eligible earnings to the Plan. Prior to September 1, 2002 the limit was 23% for Delta employees and 18% for Delta Technology employees. Eligible nonpilot participants who are highly compensated may contribute up to 13% of eligible earnings to the Plan. Puerto Rico-based employees may contribute up to 10% of eligible earnings. 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. Effective July 1, 2001, pilots who exceed the Internal Revenue Code (the "Code") 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 2002 and 2001, the limit is 12%. Pre-tax contributions are subject to the limits under Section 402(g) of the Code. For nonpilot participants who have completed 12 months of service, Delta makes a monthly 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. Prior to October 2002, matching contributions were made on a quarterly basis. Effective July 1, 2001, the pilots are no longer eligible for the matching contribution, but receive an employer contribution on a monthly basis equal to 3% of eligible earnings. Pilots are eligible for the contribution as of their hire date. The first $1,650 ($1,600 for the six-months ended December 31, 2001 and increased by $50 per plan year) of these company 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 chosen by the participant (Note 2) in the same proportion as the participant directs for his/her own contributions to these options. 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 profit-sharing employer contribution equal to 5% of their annual salary. 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. 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 profit-sharing contribution they receive, which vests ratably over a three-year period. At December 31, 2002, forfeitures totaled $34,000. These forfeitures from the Delta Technology participants' accounts were used to offset the 2002 Delta Technology profit-sharing employer contribution to the Plan. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and allocations of the Company's contributions and plan earnings (losses) in the manner described in the plan document, as well as any withdrawals made. Participant's accounts are also charged with an allocation of administrative expenses. 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-Employee Stock Ownership Plan ("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 spouse. 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 pre-tax contributions. LOANS TO PARTICIPANTS Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of (1) $50,000, reduced by the highest outstanding balance of loans for that participant during the previous one year period, or (2) 50% of their account value not to exceed the total value of their non-ESOP account. 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 (10% for the year ended December 31, 2002). 2. INVESTMENT OPTIONS The investment options available to participants consist of numerous mutual funds and several actively managed portfolios, including the Delta Common Stock Fund which invests primarily in Common Stock. A brokerage window was added to the Plan effective October 1, 2001. The brokerage window provides access to mutual funds available through the Fidelity Funds Network(R). 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 are age 55 and have completed ten years of participation in the Plan may diversify their account out of Delta stock held in their ESOP account annually over a six year period. Accounts are limited to 30 investment options at any time (excluding individual mutual funds purchased through the brokerage window), and new contributions are required to be allocated in increments no smaller than 5% (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 year-end for the Plan changed from June 30 to December 31 effective December 31, 2001. Therefore, the accompanying financial statements present the Plan's net assets available for benefits as of December 31, 2002 and December 31, 2001 and the changes in net assets available for benefits for the year ended December 31, 2002 and for the six-month period ended December 31, 2001. USE OF ESTIMATES 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. The Plan utilizes various investment vehicles. 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 statements of net assets available for benefits. INVESTMENT VALUATION AND INCOME RECOGNITION Investments, except for investment contracts and Preferred Stock, are stated at fair value as determined from the publicly stated price information at the end of each trading day. 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. 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 7) and (b) $72 per share, plus accrued dividends. 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 December 31, 2002 and December 31, 2001 was approximately $673,955,000 and $580,875,000, respectively. The average yield rates for the investment contracts for the year ended December 31, 2002 and for the six-month period ended December 31, 2001 were 5.46% and 2.91%, respectively. The weighted average crediting rates for the investment contracts for the year ended December 31, 2002 and for the six-month period ended December 31, 2001 were 5.17% and 5.63%, 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 minimum rate of return and provides benefit responsiveness. At December 31, 2002, the fair value of the underlying assets of the synthetic GICs and the value of the related wrapper contracts was $598,508,000 and $(26,721,000), respectively. At December 31, 2001, the fair value of the assets underlying the synthetic GICs and the value of the related wrapper contracts was $505,799,000 and $(14,425,000), 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%. PAYMENT OF BENEFITS Benefits are recorded when paid. 4. INVESTMENTS The fair values of individual investments that represent 5% or more of the Plan's total net assets as of December 31, 2002 and December 31, 2001 are separately identified as follows (in thousands, except for share amounts): December 31, 2002: Fidelity Contrafund, 5,561,056 shares $ 214,657 Fidelity U.S. Equity Index Commingled Fund, 7,755,585 shares 203,739 Delta Common Stock, 14,836,337 shares 179,520* Delta Preferred Stock, 6,065,489 shares 436,958** December 31, 2001: Fidelity Magellan Fund, 2,404,613 shares 250,654 Fidelity Contrafund, 5,927,068 shares 253,501 Fidelity U.S. Equity Index Commingled Fund, 8,274,589 shares 279,267 Delta Common Stock, 10,259,277 shares 300,188* Delta Preferred Stock, 6,173,307 shares 444,787**
* Partially nonparticipant-directed **Nonparticipant-directed The net appreciation (depreciation) in 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. During the year ended December 31, 2002 and the six-month period ended December 31, 2001, the Plan's investments appreciated (depreciated) in fair value as follows (in thousands):
DECEMBER 31, December 31, 2002 2001 ------------ ------------ Mutual funds $ (488,101) $ (210,527) Delta Common Stock (204,515) (126,491) Delta Preferred Stock 117 (23,308) Commingled funds (20,508) (6,927) ---------- ---------- $ (713,007) $ (367,253) ========== ==========
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 December 31, 2002 and December 31, 2001 (in thousands):
DECEMBER 31, December 31, 2002 2001 ------------ ------------ Investments: Delta Common Stock $ 92,361 $ 166,707 Delta Preferred Stock 436,958 444,787 Money market fund 23 13,606 --------- --------- $ 529,342 $ 625,100 ========= =========
5. TAX STATUS The Plan has received a letter of determination dated May 29, 2003 from the Internal Revenue Service, which states that the Plan, as amended through February 25, 2002, is tax-qualified under the appropriate sections of the Code, and therefore the trust established under the Plan is tax-exempt. As a result of certain plan administration and operational concerns, the Company has sought relief under Revenue Procedure 2001-17. Subject to this relief, in the opinion of Delta's management, the Plan, as of December 31, 2002, 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). 6. 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. 7. EMPLOYEE STOCK OWNERSHIP PLAN The Plan includes a leveraged 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 8). 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 as company contributions and dividends on Preferred Stock. 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 or nonelective contributions made in preferred stock 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 unallocated account as a result of the scheduled repayment of the ESOP Notes during that plan year is greater than Delta's matching or nonelective contributions made in preferred stock to the Plan for that plan year then the excess will be allocated as of the end of the plan year among all participants making contributions to the Plan at that time. 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 December 31, 2002, 3,627,412 shares of Preferred Stock with a market value, as defined, of approximately $261,319,000 had been allocated to participants' accounts, and 2,438,077 shares of Preferred Stock with a market value, as defined, of approximately $175,639,000 were held in the unallocated account. 8. LONG-TERM DEBT At December 31, 2002, the Plan's long-term debt, including current maturities of $32,655,000, consisted of $260,988,000 aggregate principal amount of ESOP Notes with final maturity dates ranging from July 1, 2003 to January 1, 2009 and an interest rate of 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 December 31, 2002, the annual maturities of the ESOP Notes for the next five years and thereafter are as follows (in thousands):
Years ending December 31: 2003 $ 32,655 2004 36,449 2005 40,621 2006 45,209 2007 50,254 After 2007 55,800 --------- Total $ 260,988 =========
9. 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 December 31, 2002 are included in Schedule 1. Fees paid by the Plan to an affiliate of the Trustee for record keeping services totaled $454,000 and $231,000 for the year ended December 31, 2002 and for the six-month period ended December 31, 2001, respectively. Fees paid by the Plan for investment management vary by fund and are generally reflected as a reduction in fund earnings. Schedule 1 Page 1 of 11 DELTA FAMILY-CARE SAVINGS PLAN SCHEDULE H, LINE 4i - ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2002
PRINCIPAL AMOUNT OR NUMBER OF COST OR IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE DELTA COMMINGLED STOCK FUND: Delta International Equity Pool: * Fidelity Management & Research Company, Fidelity Overseas Fund 602,852 (a) $ 17,345,027 * FMTC Select International Portfolio 1,354,218 (a) 60,243,871 Delta U.S. Equity Pool: * Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 969,980 (a) 14,773,760 * Fidelity Management & Research Company, FMTC Select Equity Portfolio 4,695,938 (a) 115,917,354 RS Investment, RS Mid Cap Growth Fund 1,161,344 (a) 14,490,781 ------------- Total 222,770,793 ------------- DELTA COMMINGLED BOND FUND: * FMTC Broad Market Duration 6,379,341 (a) 123,568,474 ------------- Total 123,568,474 ------------- DELTA COMMON STOCK FUND: * Delta Air Lines, Inc. Common Stock 7,203,210 (a) 87,158,841 * Fidelity Institutional Cash Portfolio: Money Market 1,050,326 (a) 1,050,326 ------------- Total 88,209,167 ------------- INSURANCE CONTRACT/STABLE VALUE FUND: * Fidelity Management Trust Company, Short-Term Investment Fund 15,752,568 (a) 15,752,568 GUARANTEED INVESTMENT CONTRACTS: Allstate Life Insurance Company: GAC-6324, 5.93%, due April 19, 2005 (a) 3,309,454 Business Men's Assurance Company: #1308, 5.41%, due June 2, 2003 (a) 6,252,831 Caisse des Depots: BR-261-02, 5.36%, due October 15, 2003 (a) 5,055,378 GE Life & Annuity Assurance Company: GS-3448, 7.38%, due August 16, 2004 (a) 3,552,834 GS-3442, 7.49%, due July 21, 2003 (a) 2,387,988 GS-3529, 5.55%, due March 29, 2004 (a) 2,752,422 John Hancock Life Insurance: #15133, 5.95%, due January 18, 2005 (a) 3,361,760 #15096-GAC, variable rate 1.96%, due December 1, 2003 (a) 5,007,983 Metropolitan Life Insurance Company: GAC-25642, 7.17%, due September 20, 2004 (a) 2,928,012 GAC-25701, 7.09%, due November 1, 2004 (a) 4,640,124 GAC-28206, 5.42%, due July 27, 2004 (a) 1,078,720 Monumental Life Insurance Company: #00200FR, 7.18%, due October 4, 2004 (a) 2,337,130 #MDA221FR, 6.56%, due December 15, 2003 (a) 3,416,606 New York Life Insurance Company: #06494-002, 6.78%, due February 20, 2003 (a) 1,006,030 GA-31314, 5.25% (a) 3,222,340 GA-31199, 7.15%, due November 8, 2004 (a) 5,794,029 Prudential Insurance Company: #10009-212, 6.15%, due June 18, 2003 (a) 6,550,653 SunAmerica Life Insurance Company: #4888, 8.41%, due January 2, 2004 (a) 8,878,032 SYNTHETIC INSURANCE CONTRACTS: Allstate Life Insurance Company: ANRC Auto Owner Trust 2001-A, Class A-4 Certificates, 2.17%, June 16, 2008 (a) 1,147,223
Schedule 1 Page 2 of 11
PRINCIPAL AMOUNT OR NUMBER OF COST OR IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE BMW Vehicle Owner Trust 2001-A, Class A-4 Certificates, 2.12% May 25, 2006 (a) 2,303,094 DiamlerChrysler Auto Trust 2001-A, Class A-4, Certificates, 2.06%, March 6, 2006 (a) 4,221,268 Ford Credit Auto Owners Trust 2001-E, Class A-4 Certificates, 1.92%, March 15, 2006 (a) 3,733,682 GE Capital Commercial Mortgage Corp. 2001-2, Class A1 Certificates, 2.91%, August 11, 2033 (a) 3,637,168 U.S. Treasury Note, 2.2%, due May 15, 2007 (a) 6,505,890 Wrapper contract #77141, 5.18% (a) (1,586,119) Allstate Life Insurance Company: INVESCO Group Trust Gamma Fund (a) 16,174,707 Wrapper contract #77140, 5.84% (a) (1,375,203) Bank of America: INVESCO Group Trust Lambda II Fund (a) 6,299,792 Wrapper contract #01-044, 5.23% (a) (289,550) Bank of America: INVESCO Group Trust Intermediate Government Credit Fund (a) 34,311,611 Wrapper contract #01-098, 4.59% (a) (1,367,079) Caisse des Depots: INVESCO Group Trust High Quality Structured Services Fund (a) 37,794,821 Wrapper contract #1261-01, 4.35% (a) (860,950) GLOBAL WRAP: Abbey National Yank., 8.2%, October 15, 2004 (a) 1,456,005 ABN-AMRO Bank (Chicago) 7.25%, May 31, 2005 (a) 277,391 Alabama Power Company, 4.88%, September 1, 2004 (a) 1,161,631 American Express Credit Account Master TR Series 2001-1 CL A 7.2% February 15, 2005 (a) 3,319,790 American General Finance Corp. SR MTN 4.5%, November 15, 2007 (a) 516,958 Americredit Auto Rec TR Series 2002-EM CL A4A 3.32%, August 6, 2007 (a) 511,171 Amvescap PLC 6.6%, May 15, 2005 (a) 581,978 Arcadia Automobile Receivables Trust 1998-C, Class A-3 Certificates, 5.67%, August 15, 2006 (a) 1,061,604 AT & T Corp., 6.375%, March 15, 2004 (a) 2,891,321 Bank of Boston 8%, September 15, 2004 (a) 441,224 Bank One Corp., 7.63%, August 1, 2005 (a) 1,199,049 Bank One Issuance Trust Series 2002-A@ CL A2 4.16%, May 15, 2005 (a) 1,048,529 Bank of America, 7.88%, May 16, 2005 (a) 795,616 Bank of America GLBL 3.875%, January 15, 2008 (a) 916,389 BankAmerica Manufactured HSG Contract TR V 6.24%, December 10, 2003 (a) 8,952,875 BMW Vehicle Owner Trust Series 2002-A CL A 3 3.8%, December 25, 2004 (a) 709,628 British Columbia (Province of) Canada 7.25%, February 8, 2005 (a) 818,334 CSXT Trade Receivables Master Trust, Series 1998-1, 6.00%, June 25, 2003 (a) 6,074,950 Capital One Auto Finance Trust Series 2002-2, 4.03%, January 15, 2005 (a) 984,289 Capital One Auto Finance Trust Series 2002-B Class A3A FLT RT, 2.71% (a) 433,270 May 15, 2005 Capital One Master TR Series 2001-7A, 3.85%, October 15, 2004 (a) 3,452,285 Capital One Multi-Asset Execution TR FLT RT, 1ML+68, September 15, 2005 (a) 600,673 Caterpillar Financial Services Medium terms NTS, 4.69%, April 25, 2002 (a) 420,762 Chase Manhattan Corp, 6.75%, December 1, 2004 (a) 1,616,508 Chile (Republic of), 5.625%, July 23, 2007 (a) 418,475 Citibank CC Issuance Trust Series 2001-AS NT, 4.1%, December 7, 2004 (a) 3,756,972 Citibank Credit Card Master Trust Series 1997-7 Class A, 6.65%, November 15, 2004 (a) 1,422,564 Citibank Credit Card Master Trust Series 1999-1 Class-A, 5.5% February 15, 2004 (a) 1,489,997 Citicorp, 6.75%, August 15, 2005 (a) 317,642
Schedule 1 Page 3 of 11
PRINCIPAL AMOUNT OR NUMBER OF COST OR IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE Citigroup Inc, 5.75%, May 10, 2006 (a) 311,711 Citigroup Inc, 5% March 6, 2007 (a) 287,055 CIT Group Holdings Inc., 5.63%, May 17, 2004 (a) 926,235 COMM 2000-FL3 2000-FL3 Tranche A 144A Var RT, 1ML+22, October 15, 2003 (a) 509,616 Computer Science Corp Notes, 7.5%, August 8, 2005 (a) 853,923 Countrywide Home Loan, 5.25%, June 15, 2004 (a) 948,581 Credit Suisse First Boston USA, Inc, 5.875%, August 1, 2006 (a) 219,091 CS First Boston Group Inc Series 1997-C2 Class A2, 6.52%, July 17, 2007 (a) 380,131 CSFB ABS Trust Series 2002-CKP1 CL A1, 4.627%, November 15, 2006 (a) 1,089,557 CSFB Coml Mtg PTC 1999-C1 Tranche A-1, 6.91%, January 15, 2008 (a) 343,134 Daimer Chrysler, 7.4%, January 20, 2005 (a) 555,405 DaimlerChrysler Nth America Hldgs, 6.4%, May 15, 2006 (a) 325,841 DaimlerChrysler North American Hldg Series Medium Term NTS, 3.4%, December 15, 2004 (a) 807,063 Dayton Hudson Credit Card Master Trust Series 1998-1 Class A, 5.9% July 25, 2003 (a) 5,118,686 Deere John Cap Corp Series Mtnd, 4.125%, July 15, 2005 (a) 526,919 Discover Card Mstr Tr 96-3 Series A, 6.05%, February 15, 2006 (a) 5,827,012 Fannie Mae, 2.75%, December 16, 2003 (a) 6,054,011 Federal Home Loan Banks, 4.875%, April 16, 2004 (a) 2,739,917 Federal Home Loan Banks, 3.375%, May 14, 2004 (a) 22,985,521 Federal Home Loan Mortgage Corporation, 4.125%, February 4, 2003 (a) 6,116,153 Federal Home Loan Mortgage Corporation, 7%, July 15, 2005 (a) 29,667,054 Federal Home Loan Mortgage Corp, 6.5%, October 15, 2004 (a) 4,159,662 Federal Home Loan Mortgage Corporation 1198 Tranche 1198-J, 7% February 15, 2007 (a) 840,949 Federal National Mortgage Association Pool #545172, 6%, February 25, 2016 (a) 3,083,009 Federal National Mortgage Association Pool # 630950, 6.5% November 25, 2016 (a) 517,855 Federal National Mortgage Association Pool # 649154, 6%, June 25, 2017 (a) 630,857 FHLMC Series 1610 Tranche PM, 6.25%, August 15, 2006 (a) 875,923 FHLMC Series 1634 Tranche PW, 4%, December 15, 2005 (a) 5,598,405 FHLMC Series 1650 Tranche H 6.25%, September 15, 2005 (a) 200,750 FHLMC Series 1652 Tranche PJ, 6.6%, September 15, 2004 (a) 693,261 FHLMC Series 1680 Tranche PH, 6.25%, December 15, 2005 (a) 1,057,326 FHLMC Series 1708 Tranche D, 6%, January 15, 2005 (a) 283,417 FHLMC Series 1803 Tranche AB, 6%, January 15, 2007 (a) 6,187,275 First Data Corp, 4.7%, November 1, 2006 (a) 559,578 First Union Corp, 7.1%, August 15, 2004 (a) 1,547,241 First Union Corp, 7.55%, August 18, 2005 (a) 577,307 First Union-Lehman Bros 97-C1 Tranche A-2, 7.3%, November 18,2006 (a) 436,454 Fleet Financial Group Notes, 7.25%, September 15, 2005 (a) 1,354,350 Florida Power & Light Co, 6.875%, December 1, 2005 (a) 1,036,731 FNMA Remic Series 1997-9 Tranche B, 6.49999%, June 25, 2005 (a) 1,957,886 FNMA Remic Trust 2001-16 Tranche Pd, 5.25%, November 25, 2003 (a) 844,765 FNMA Series 93-225 Tranche OH, 6.3%, July 25, 2005 (a) 966,598 FNMA Series 94-050 Tranche PH, 5.5%, October 25, 2005 (a) 1,041,156 FNMA Series 1996-28 Tranche PG, 6.5%, November 25, 2003 (a) 1,182,766 FNR 1996-40 Tranche J, 6%, November 25, 2007 (a) 1,711,761 Gannett Inc, 4.95%, April 1, 2005 (a) 674,523 GCB Morgan Stanley, 5.625%, January 20, 2004 (a) 213,087 General Elec Cap Corp Mtn Be, 7.25%, February 1, 2005 (a) 2,148,760 General Electric Capital Co, 7.25%, May 3, 2004 (a) 1,407,187 General Motors Accep Corp, 7.5%, July 15, 2005 (a) 1,838,161 GNMA Remic Tr Series 2002-25 CL A, 5.161%, March 16, 2008 (a) 464,230 Goldman Sachs Group, 7.625%, August 17, 2005 (a) 630,097 Government National Mortgage Association Series 2002-37 Class A, 4.538% May 16, 2009 (a) 1,011,980 Government National Mortgage Association Series 2002-53 Class AL, 4.402% September 16, 2012 (a) 2,876,981 GS Mortgage Secs Corp 1997-GL Tranche A-2B December 13, 2003 (a) 1,365,386
Schedule 1 Page 4 of 11
PRINCIPAL AMOUNT OR NUMBER OF COST OR IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE Heller Comm Mtg 2000-PH-1 Tranche A-1, 7.715%, September 15, 2008 (a) 272,650 Hewlett-Packard Co, 7.15%, June 15, 2005 (a) 881,831 Hewlett Packard Company, 5.75%, December 15, 2006 (a) 430,881 Household Automotive Trust Flt Rt, 2.75%, June 17, 2005 (a) 394,005 Household Automotive Trust Series 2002-CL A3, 2.85%, April 17, 2005 (a) 494,218 Household Fin Corp, 8%, May 9, 2005 (a) 2,243,190 Household Home Equity Loan Trust Series 2002-2 CL A Fltg Rate, 1ML+30, February 22, 2011 (a) 562,159 Household Prvt Label Credit Master C Ser 2001-2 CL A, 4.95% August 15, 2004 (a) 2,136,169 HSBC Bank, 8.625%, December 15, 2004 (a) 1,461,991 International Bank for Rec & Dev Series Mtn, 3.5%, October 22, 2004 (a) 1,245,192 Keycorp Medium Terms Nts, 4.625%, May 16, 2005 (a) 557,134 Keyspan Corp, 7.25%, November 15, 2005 (a) 1,040,159 Lehman Brothers Holdings, 7.75%, January 15, 2005 (a) 1,704,921 MBNA Master Credit Card Trust Series 2000-1 CL A, 6.9%, August 15, 2005 (a) 4,452,491 Merrill Lynch & Co Series B, 5.35%, June 15, 2004 (a) 1,255,322 Merrill Lynch & Co, Inc, 4%, November 15, 2007 (a) 304,595 Morgan Stanley Dean Witter, 6.1%, April 15, 2006 (a) 1,102,242 Newcourt Credit Group Inc Series B, 6.875%, February 16, 2005 (a) 69,997 Ontario (Province of), 7.625%, June 22, 2004 (a) 3,247,573 Onyx Accept Owner Tr 2002-A Series A-3, 3.75%, October 15, 2004 (a) 522,163 Onyx Accept Owner Tr 2002-B Series A-3, 3.94%, December 15, 2004 (a) 350,383 Onyx Accept Owner Tr 2002-C Series A-3, 3.29%, April 15, 2005 (a) 570,701 Onyx Acceptance Auto Trust Flt Rt, 2.47%, May 15, 2005 (a) 603,707 Peco Energy Transition Trust 1999-A Series A-4, 5.8%, March 1, 2005 (a) 3,784,135 Philip Morris, 6.375%, February 1, 2006 (a) 880,656 Phillip Morris Global BD, 7%, July 15, 2005 (a) 335,533 Phillips Petroleum, 8.5%, May 25, 2005 (a) 1,374,743 PNC Bank N.A., 7.88%, April 15, 2005 (a) 1,230,614 Powergen US Funding LLC, 4.5%, October 15, 2004 (a) 972,349 PP&L Transition Bond Company LLC 1999-1 Tranche, 6.72% December 25, 2003 (a) 6,192,998 Prime CC Master Tr Series 2000-1 Class A, 6.7%, November 15, 2002 (a) 1,305,929 Prudential Secur Fin Secs Secd Fing Coml Mtg Passthru Ctf 2000-Key1 CL-A, 7.617%, June 15, 2009 (a) 288,442 Quebec Prov Cda Series NS, 8.625%, January 19, 2005 (a) 1,862,255 Reed Elsevier Capital, 6.25%, March 31, 2005 (a) 559,056 Royal Bank of Scotland, 8.817%, March 31, 2005 (a) 515,092 Royal Bank of Scotland Series 3, 7.816% (a) 474,054 Salomon Smith Barney Hld, 5.875%, March 15, 2006 (a) 1,816,989 Sears Cr Acct Master Tr 1998-2 Series A, 5.25%, October 15, 2004 (a) 7,026,096 Telefonica Europe, 7.35%, September 15, 2005 (a) 1,157,868 United States Treas Nts, 1.75%, December 31, 2004 (a) 53,661,414 U.S. Government Treasury Notes, 6.875%, May 15, 2006 (a) 24,059,067 Verizon Global Funding Corp, 6.75%, December 1, 2005 (a) 1,110,532 Verizon Wireless Inc, 5.375%, December 15, 2006 (a) 523,537 Viacom Inc, 7.75%, June 1, 2005 (a) 676,087 Vodafone Group, 7.625%, February 15, 2005 (a) 1,272,611 Wells Fargo & Co., 4.8%, July 29, 2005 (a) 1,728,766 WFS Financial Owner TR Series 2002-1 CL A3A, 4.15%, March 20, 2005 (a) 1,132,332 WFS Financial Owner Trust Series 2002-2 Class A3, 3.81% November 20, 2005 (a) 1,238,373 Wrapper Contracts, 5.2% (a) (13,194,741) ING Life Insurance & Annuity Company: ING Separate Account #431 (a) 22,596,030 Wrapper contract #14617, 5.17% (a) (1,973,897) Metropolitan Life Insurance Company: Case Equipment Loan Trust 1999-A, Class A-4 Certificates, 2.02% (a) 1,310,319 U.S. Treasury Note, 5.75%, due November 2004 (a) 5,563,095 FNMA Grantor Trust 2001-T7, Class A-1 Certificates, 4.7% (a) 3,680,699
Schedule 1 Page 5 of 11
PRINCIPAL AMOUNT OR NUMBER OF COST OR IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE Commercial Mortgage Trust 1999-C1, Class A-1 Pass Through Certificates, 2.97% (a) 4,270,590 Goldman Sachs Mortgage Sec. Corp. II, 1996-PL, Class A-1 Certificates, 2.28% (a) 731,114 Wrapper contract #28441, 5.15% (a) (891,984) Monumental Life Insurance Company: INVESCO Group Trust High Quality Structured Services Fund (a) 19,541,444 Wrapper contract #00446TR, 3.53% (a) (266,820) Monumental Life Insurance Company: EquiCredit HEQ Loan, EQCC 99-1 A3F, 2.15% (a) 3,787,701 Fannie Mae Whole Loan, FNMA 9-09, 3.69% (a) 7,155,792 Ford Auto Owners Trust, FORDO 01-C A5, 1.81% (a) 1,356,255 Hancock Separate Acct, HANC S.A. #48, 5.57% (a) 867,541 Home Ownership Fund CO., HOFC 97-1 A, 3.62% (a) 5,575,688 Merril Lynch Mgt Invstr, MLMI 97-C1 A1, 1.95% (a) 667,685 Morgan Stanely DW Cap., MSDWC 01-TOP3, 2.74% (a) 1,707,079 PNC Student Loan, PNCSL 97-2 A6, 2.46% (a) 2,077,962 Wrapper contract # 00283TR, 5.60% (a) (583,277) Rabobank Netherland: Short-term Bond Fund - INVESCO, IGT Short-term Bond Fund (a) 22,339,754 Wrapper contract #DAL070201, 2.9% (a) (181,673) State Street Bank and Trust Co.: CIT Equipment Collateral Trust 2001-A, Class A-4 Certificates, 2.69% (a) 2,517,658 Federal Home Loan Mortgage Corporation, 3.21%, due April 2008 (a) 18,154,224 U.S. Treasury Note, 2.90%, due May 2008 (a) 6,851,016 WFS Financial Owners Trust 2001-C, Class A-4 Certificates, 2.16% (a) 4,243,088 Wrapper contract, 5.42%, due July 2, 2001 (a) (2,923,676) Union Bank of Switzerland AG: Fannie Mae Whole Loan, FN 375171, 3.74% (a) 10,308,601 Fannie Mae Whole Loan, FN 375087, 3.84% (a) 4,682,156 Fannie Mae Whole Loan, FNMA 6.625 9-09, 3.69% (a) 2,981,580 Federal Home Loan Mtge, FHLMC 5.5 07-06, 2.55% (a) 3,374,208 Hancock Separate Acct., HANC S.A. #48, 5.57% (a) 738,216 Wrapper contract #5010, 5.89% (a) (1,225,559) ----------- Total 659,072,489 ----------- DELTA AIRLINES BALANCED FUND: Delta U.S. Equity Pool: * Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 5,176 (a) 78,838 * Fidelity Management & Research Company, FMTC Select Equity Portfolio 25,059 (a) 618,578 RS Investment, RS Mid Cap Growth Fund 6,197 (a) 77,328 * FMTC Broad Market Duration 40,357 (a) 781,721 ----------- Total 1,556,465 ----------- DELTA CONSERVATIVE BALANCED FUND: Delta U.S. Equity Pool: * Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 71,626 (a) 1,090,931 * Fidelity Management & Research Company, FMTC Select Equity Portfolio 346,760 (a) 8,559,627 RS Investment, RS Mid Cap Growth Fund 85,756 (a) 1,070,035 * FMTC Broad Market Duration 1,788,594 (a) 34,645,248 ----------- Total 45,365,841 ----------- DELTA GROWTH BALANCED FUND: Delta U.S. Equity Pool: * Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 422,105 (a) 6,429,075
Schedule 1 Page 6 of 11
PRINCIPAL AMOUNT OR NUMBER OF COST OR IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE * Fidelity Management & Research Company, FMTC Select Equity Portfolio 2,043,524 (a) 50,443,584 RS Investment, RS Mid Cap Growth Fund 505,380 (a) 6,305,932 * FMTC Broad Market Duration 1,014,295 (a) 19,646,993 ----------- Total 82,825,584 ----------- DELTA PREFERRED STOCK FUND: * Delta Air Lines, Inc. Common Stock 7,633,127 270,465,376 92,360,837 * Delta Air Lines, Inc. Convertible Preferred Series B 6,065,489 453,216,528 436,957,828 * Fidelity Institutional Cash Portfolio--Money Market 23,389 23,389 23,389 ----------- Total 529,342,054 ----------- MUTUAL AND COMMINGLED FUNDS: * Delta Employees' Credit Union Fund 6,652,596 (a) 6,652,596 * Fidelity Management & Research Company, Fidelity Aggressive Growth Fund 2,025,313 (a) 22,663,253 * Fidelity Management & Research Company, Fidelity Asset Manager 156,589 (a) 2,160,923 * Fidelity Management & Research Company, Fidelity Asset Manager: Growth 125,577 (a) 1,503,158 * Fidelity Management & Research Company, Fidelity Asset Manager: Income 47,319 (a) 513,889 * Fidelity Management & Research Company, Fidelity Balanced Fund 528,506 (a) 7,023,848 * Fidelity Management & Research Company, Fidelity Blue Chip Growth Fund 432,212 (a) 13,804,851 * Fidelity Management & Research Company, Fidelity Canada Fund 35,566 (a) 644,458 * Fidelity Management & Research Company, Fidelity Capital & Income Fund 378,519 (a) 2,377,097 * Fidelity Management & Research Company, Fidelity Capital Appreciation Fund 105,585 (a) 1,708,370 * Fidelity Management & Research Company, Fidelity Contrafund 5,561,056 (a) 214,656,760 * Fidelity Management & Research Company, Fidelity Contrafund II 91,550 (a) 793,742 * Fidelity Management & Research Company, Fidelity Convertible Securities Fund 236,596 (a) 3,865,987 * Fidelity Management & Research Company, Fidelity Disciplined Equity Fund 43,770 (a) 786,548 * Fidelity Management & Research Company, Fidelity Diversified International Fund 435,331 (a) 7,470,287 * Fidelity Management & Research Company, Fidelity Dividend Growth Fund 1,162,741 (a) 25,952,377 * Fidelity Management & Research Company, Fidelity Emerging Markets Fund 202,869 (a) 1,462,688 * Fidelity Management & Research Company, Fidelity Equity-Income Fund 1,055,143 (a) 41,857,515 * Fidelity Management & Research Company, Fidelity Equity-Income II Fund 199,400 (a) 3,467,573 * Fidelity Management & Research Company, Fidelity Europe Capital Appreciation Fund 126,165 (a) 1,744,865 * Fidelity Management & Research Company, Fidelity Europe Fund 126,673 (a) 2,320,650 * Fidelity Management & Research Company, Fidelity Export & Multinational Fund 271,709 (a) 3,735,993 * Fidelity Management & Research Company, Fidelity Fifty Fund 386,438 (a) 6,198,459 * Fidelity Management & Research Company, Fidelity Four in One Index Fund 53,972 (a) 974,202 * Fidelity Management & Research Company, Fidelity Freedom Fund 30,728 (a) 180,063 * Fidelity Management & Research Company, Fidelity Fund 248,405 (a) 5,529,490 * Fidelity Management & Research Company, Fidelity Ginnie Mae Fund 1,150,776 (a) 12,934,717 * Fidelity Management & Research Company, Fidelity Global Balanced Fund 20,434 (a) 302,020 * Fidelity Management & Research Company, Fidelity Government Income Fund 644,399 (a) 6,753,299
Schedule 1 Page 7 of 11
PRINCIPAL AMOUNT OR NUMBER OF COST OR IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE * Fidelity Management & Research Company, Fidelity Growth & Income Portfolio 3,075,398 (a) 93,215,316 * Fidelity Management & Research Company, Fidelity Growth & Income Portfolio II 47,918 (a) 363,697 * Fidelity Management & Research Company, Fidelity Growth Company Fund 499,179 (a) 17,680,916 * Fidelity Management & Research Company, Fidelity Hong Kong & China Fund 165,304 (a) 1,795,202 * Fidelity Management & Research Company, Fidelity Institutional Short-Intermediate Government Portfolio 307,765 (a) 3,022,251 * Fidelity Management & Research Company, Fidelity Intermediate Bond Fund 325,054 (a) 3,487,829 * Fidelity Management & Research Company, Fidelity International Bond Fund - (a) - * Fidelity Management & Research Company, Fidelity International Growth & Income Fund 42,546 (a) 715,624 * Fidelity Management & Research Company, Fidelity International Value Fund 99,558 (a) 1,068,255 * Fidelity Management & Research Company, Fidelity Investment-Grade Bond Fund 588,970 (a) 4,458,503 * Fidelity Management & Research Company, Fidelity Japan Fund 302,410 (a) 2,549,314 * Fidelity Management & Research Company, Fidelity Japan Small Companies Fund 1,467,664 (a) 9,451,758 * Fidelity Management & Research Company, Fidelity Large-Cap Stock Fund 186,580 (a) 2,080,363 * Fidelity Management & Research Company, Fidelity Latin America Fund 79,383 (a) 740,639 * Fidelity Management & Research Company, Fidelity Low-Priced Stock Fund 2,309,942 (a) 58,141,251 * Fidelity Management & Research Company, Fidelity Magellan Fund 1,612,350 (a) 127,311,191 * Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 1,184,485 (a) 19,259,727 * Fidelity Management & Research Company, Fidelity New Markets Income Fund 354,561 (a) 4,017,174 * Fidelity Management & Research Company, Fidelity Nordic Fund 135,439 (a) 2,062,739 * Fidelity Management & Research Company, Fidelity OTC Portfolio 1,397,064 (a) 33,403,794 * Fidelity Management & Research Company, Fidelity Overseas Fund 52,716 (a) 1,159,750 * Fidelity Management & Research Company, Fidelity Pacific Basin Fund 1,288,461 (a) 16,440,768 * Fidelity Management & Research Company, Fidelity Puritan Fund 420,270 (a) 6,636,065 * Fidelity Management & Research Company, Fidelity Real Estate Investment Fund 1,714,625 (a) 31,531,960 * Fidelity Management & Research Company, Fidelity Retirement Government Money Market Portfolio 14,278,051 (a) 14,278,051 * Fidelity Management & Research Company, Fidelity Retirement Growth Fund 236,040 (a) 3,085,043 * Fidelity Management & Research Company, Fidelity Retirement Money Market Portfolio 112,372,342 (a) 112,372,342 * Fidelity Management & Research Company, Fidelity Short-Term Bond Fund 283,867 (a) 2,551,965 * Fidelity Management & Research Company, Fidelity Small-Cap Selector Fund 163,382 (a) 2,172,978 * Fidelity Management & Research Company, Fidelity Small-Cap Stock Fund 549,958 (a) 6,511,498 * Fidelity Management & Research Company, Fidelity Southeast Asia Fund 200,255 (a) 1,934,465 * Fidelity Management & Research Company, Fidelity Stock Selector Fund 20,247 (a) 335,703 * Fidelity Management & Research Company, Fidelity TechnoQuant Growth Fund 88,077 (a) 628,870 * Fidelity Management & Research Company, Fidelity Trend Fund 3,872 (a) 149,622 * Fidelity Management & Research Company, Fidelity U.S. Bond Index Fund 993,830 (a) 11,170,645 * Fidelity Management & Research Company, Fidelity Utilities Fund 249,340 (a) 2,418,599
Schedule 1 Page 8 of 11
PRINCIPAL AMOUNT OR NUMBER OF COST OR IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE * Fidelity Management & Research Company, Fidelity Value Fund 380,995 (a) 17,674,374 * Fidelity Management & Research Company, Fidelity Worldwide Fund 63,846 (a) 758,495 * Fidelity Management & Research Company, Spartan Market Index Fund 227,613 (a) 13,763,768 * Fidelity Management & Research Company, Spartan U.S. Equity Index Fund 424,992 (a) 13,238,513 * Fidelity Management Trust Company, Fidelity U.S. Equity Index Commingled Fund 7,755,585 (a) 203,739,222 * Fidelity Strategy Inc. 102,169 (a) 960,384 * Self-directed investments, publicly traded 9,297,755 (a) 9,297,561 * Strategic Advisors, Fidelity Freedom 2000 Fund 64,150 (a) 706,295 * Strategic Advisors, Fidelity Freedom 2010 Fund 333,158 (a) 3,811,330 * Strategic Advisors, Fidelity Freedom 2020 Fund 402,390 (a) 4,281,435 * Strategic Advisors, Fidelity Freedom 2030 Fund 259,702 (a) 2,659,344 * Strategic Advisors, Fidelity Freedom Income Fund 58,873 (a) 624,055 American Century Mutual Funds, Inc., American Century Select Fund, Investor shares 309,688 (a) 8,826,116 American Century Mutual Funds, Inc., Century Ultra Fund, Investor shares 3,133,756 (a) 66,372,959 Ariel Capital Management, Ariel Appreciation Fund 430,501 (a) 14,232,372 Ariel Capital Management, Ariel Fund 365,821 (a) 12,891,516 Ariel Capital Management, Ariel Premier Bond Fund, Institutional Shares 94,501 (a) 1,003,605 Baron Funds, Baron Asset Fund 13,898 (a) 478,369 Baron Funds, Baron Growth Fund 724,167 (a) 19,480,087 Calvert Asset Management Company, Inc., Calvert Capital Accumulation Fund, Class A Shares 24,269 (a) 409,178 Calvert Asset Management Company, Inc., Calvert New Vision Small-Cap Fund, Class A Shares 64,461 (a) 896,006 Calvert Asset Management Company, Inc., Calvert Social Investment Balanced Fund, Class A Shares 9,375 (a) 209,441 Calvert Asset Management Company, Inc., Calvert World Values International Equity Fund, Class A Shares 15,824 (a) 202,072 Credit Suisse Asset Management, CS Warburg Pincus Emerging Growth Fund, common shares 41,628 (a) 784,693 Credit Suisse Asset Management, CS Warburg Pincus Global Fixed Income Fund, common shares 47,853 (a) 470,869 Credit Suisse Asset Management, CS Warburg Pincus Value II Fund, common shares 93,782 (a) 987,522 Credit Suisse Asset Managemnet, CS Warburg Pincus Capital Appreciation Fund, common shares 183,038 (a) 2,223,909 CS Intl Focus COM 26,141 (a) 209,130 Delaware Management Company, Delaware Trend Fund, Class A shares 1,988,697 (a) 29,233,853 Domini Social Investments, Domini Social Equity Fund 57,236 (a) 1,236,291 Fiduciary Management Associates, UAM/FMA Small Company Portfolio, Institutional Shares 52,183 (a) 844,315 Founders Asset Management, Founders Balanced Fund, Class F shares 31,195 (a) 208,697 Founders Asset Management, Founders Discovery Fund, Class F shares 181,959 (a) 3,464,503 Founders Asset Management, Founders Growth and Income Fund, Class F shares 70,461 (a) 246,614 Founders Asset Management, Founders Growth Fund, Class F shares 96,783 (a) 723,938 Founders Asset Management, Founders Mid-Cap Growth Fund, Class F shares 64,818 (a) 169,824 Founders Asset Management, Founders Worldwide Growth Fund, Class F Shares 36,377 (a) 303,021 Franklin Advisers, Franklin Small Cap Growth Fund, Class A shares 19,916 (a) 437,147 Franklin Advisers, Templeton Foreign Smaller Companies Fund, Class A shares 48,993 (a) 609,968 Franklin Mutual Advisers, Mutual Discovery Fund, Class A shares 143,349 (a) 2,302,192 Franklin Mutual Advisers, Mutual Shares Fund, Class A shares 175,784 (a) 2,949,655 INVESCO Funds Group, Inc., INVESCO Blue Chip Growth Fund, Investor shares 1,635,865 (a) 2,502,874
Schedule 1 Page 9 of 11
PRINCIPAL AMOUNT OR NUMBER OF COST OR IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE INVESCO Funds Group, Inc., INVESCO Dynamics Fund, Investor shares 765,756 (a) 8,162,964 INVESCO Funds Group, Inc., INVESCO Equity Income Fund, Investor shares 54,738 (a) 523,840 INVESCO Funds Group, Inc., INVESCO High-Yield Fund, Investor shares 522,747 (a) 1,714,611 INVESCO Funds Group, Inc., INVESCO Select Income Fund, Investor shares 392,378 (a) 2,040,365 INVESCO Funds Group, Inc., INVESCO Small Company Growth Fund 577,258 (a) 4,808,559 INVESCO Funds Group, Inc., INVESCO Total Return Fund, Investor shares 62,204 (a) 1,300,055 INVESCO Funds Group, Inc., INVESCO Value Equity Fund, Investor shares 48,666 (a) 766,003 Janus Capital Corporation, Janus Adviser Aggressive Growth Fund 20,054 (a) 310,640 Janus Capital Corporation, Janus Adviser Capital Appreciation Fund 31,479 (a) 564,104 Janus Capital Corporation, Janus Adviser Growth Fund 2,628 (a) 39,970 Janus Capital Corporation, Janus Adviser International Fund 10,446 (a) 189,797 Janus Capital Corporation, Janus Balanced Fund 897,598 (a) 16,049,057 Janus Capital Corporation, Janus Enterprise Fund 1,665,917 (a) 38,232,793 Janus Capital Corporation, Janus Flexible Income Fund 535,554 (a) 5,157,382 Janus Capital Corporation, Janus Fund 918,245 (a) 16,363,132 Janus Capital Corporation, Janus Mercury Fund 3,981,457 (a) 58,766,300 Janus Capital Corporation, Janus Twenty Fund 2,346,237 (a) 68,064,326 Janus Capital Corporation, Janus Worldwide Fund 1,813,106 (a) 58,255,086 LM Value Trust FI CL 13,558 (a) 584,901 Managers Funds, Managers Bond Fund 255,160 (a) 5,983,493 Managers Funds, Managers Capital Appreciation Fund 11,637 (a) 236,921 Managers Funds, Managers Income Equity Fund 44,738 (a) 925,623 Managers Funds, Managers Special Equity Fund 46,033 (a) 2,535,513 Merrill Lynch Asset Management, Merrill Lynch Capital Fund, Class A shares 218,160 (a) 4,856,237 Montgomery Asset Management, Montgomery Global 20 Portfolio, Class R shares 1,682 (a) 10,375 Morgan Stanley Institutional Fund Trust, Balanced Fund, Advisor Class shares 12,800 (a) 117,764 Morgan Stanley Institutional Fund Trust, Fixed Income Fund, Advisor Class shares 67,617 (a) 778,945 Morgan Stanley Institutional Fund Trust, High Yield Portfolio, Advisor Class shares 94,010 (a) 423,987 Morgan Stanley Institutional Fund Trust, Mid Cap Growth Fund, Advisor Class shares 609,212 (a) 7,225,258 Morgan Stanley Institutional Fund Trust, Value Fund, Advisor Class shares 1,395,101 (a) 16,238,973 Morgan Stanley Institutional Fund, Inc., Active International Allocation Portfolio, Class B shares 19,828 (a) 146,927 Morgan Stanley Institutional Fund, Inc., Emerging Markets Portfolio, Class B shares 90,952 (a) 914,972 Morgan Stanley Institutional Fund, Inc., Equity Growth Portfolio, Class B shares 24,200 (a) 298,632 Morgan Stanley Institutional Fund, Inc., Global Value Portfolio, Class B shares 102,266 (a) 1,262,980 Morgan Stanley Institutional Fund, Inc., International Equity Portfolio, Class B shares 34,900 (a) 507,449 Morgan Stanley Institutional Fund, Inc., International Magnum Portfolio, Class B shares 6,261 (a) 50,336 Morgan Stanley Institutional Fund, Inc., Small Company Growth Portfolio, Class B shares 948,262 (a) 6,884,380 Morgan Stanley Institutional Fund, Inc., Value Equity Portfolio, Class B shares 84,029 (a) 605,851 Neuberger & Berman Management, Inc., Neuberger Berman Focus Trust 277,490 (a) 4,459,265 Neuberger & Berman Management, Inc., Neuberger Berman Genesis Trust 1,067,781 (a) 30,047,357
Schedule 1 Page 10 of 11
PRINCIPAL AMOUNT OR NUMBER OF COST OR IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE Neuberger & Berman Management, Inc., Neuberger Berman Guardian Trust 39,101 (a) 327,278 Neuberger & Berman Management, Inc., Neuberger Berman Manhattan Trust 54,306 (a) 383,945 Neuberger & Berman Management, Inc., Neuberger Berman Partners Trust 75,968 (a) 913,897 Neuberger & Berman Management, Inc., Neuberger Berman Socially Responsive Fund 237 (a) 2,516 Oakmark Equity & Income I 74,638 (a) 1,342,730 Oakmark Select I 589,828 (a) 13,978,246 Pacific Investment Management Company, PIMCO Capital Appreciation Fund, administrative shares 224,958 (a) 2,820,967 Pacific Investment Management Company, PIMCO Global Bond Fund, administrative shares 436,252 (a) 4,283,996 Pacific Investment Management Company, PIMCO High-Yield Fund, administrative shares 2,091,315 (a) 17,818,005 Pacific Investment Management Company, PIMCO Long-Term U.S. Government Fund, administrative shares 758,111 (a) 8,384,709 Pacific Investment Management Company, PIMCO Low Duration Fund, administrative shares 321,182 (a) 3,298,540 Pacific Investment Management Company, PIMCO Mid-Cap Fund, administrative shares 285,189 (a) 4,386,214 Pacific Investment Management Company, PIMCO Total Return Fund, administrative shares 2,138,405 (a) 22,816,781 Pilgrim Baxter & Associates, PBHG Emerging Growth Fund 145,121 (a) 1,217,568 Pilgrim Baxter & Associates, PBHG Growth Fund 328,481 (a) 4,657,854 Pilgrim Baxter & Associates, PBHG Large Cap Value Fund 35,329 (a) 359,296 Pilgrim Baxter & Associates, PBHG Mid Cap Value Fund 31,189 (a) 398,282 Pilgrim Baxter & Associates, PBHG Strategic Small Company Fund 1,995 (a) 18,256 Rice Hall James & Associates, UAM Rice Hall James Small Cap Portfolio 151,131 (a) 1,964,697 RS Investment, RS Emerging Growth Fund 41,464 (a) 794,038 RS Investment, RS MicroCap Growth Fund 58,889 (a) 753,186 Scudder Kemper Investments, Scudder Global Discovery Fund 10,669 (a) 199,831 Strong Capital Management, Strong Advantage Fund, Investor Class 151,268 (a) 1,423,432 Strong Capital Management, Strong Advisor Common Stock Fund, Class Z shares 34,828 (a) 556,197 Strong Capital Management, Strong Advisor Small Cap Value Fund, Class Z shares 29,651 (a) 562,784 Strong Capital Management, Strong Discovery Fund 32,841 (a) 473,570 Strong Capital Management, Strong Government Securities Fund, Investor Class 807,697 (a) 8,997,740 Strong Capital Management, Strong Growth Fund, Investor Class 404,586 (a) 5,344,587 Strong Capital Management, Strong Large Cap Growth Fund 116,614 (a) 1,925,294 Strong Capital Management, Strong Opportunity Fund, Investor Class 317,102 (a) 9,100,822 Strong Capital Management, Strong Short-Term Bond Fund, Investor class 94,823 (a) 839,187 TCW Funds Management, TCW Galileo Aggressive Growth Equities Fund, Class N shares 57,427 (a) 452,527 TCW Funds Management, TCW Galileo Select Equity Fund, Class N shares 16,601 (a) 189,257 TCW Funds Management, TCW Galileo Small Cap Growth Fund, Class N shares 19,649 (a) 193,742 Templeton Asset Management, Templeton Developing Markets Fund, Class A shares 170,833 (a) 1,708,335 Templeton Global Advisors, Templeton Foreign Fund, Class A shares 472,464 (a) 3,926,178 Templeton Global Advisors, Templeton Growth Fund, Class A shares 285,890 (a) 4,554,227 Templeton Global Advisors, Templeton World Fund, Class A shares 226,992 (a) 2,925,932 Templeton Global Bond Managers, Templeton Global Bond Fund, Class A shares 408,675 (a) 3,665,819 Templeton Investment Counsel, Institutional Foreign Equity Fund 2,350,490 (a) 28,511,441 The Alger Fund, Alger Capital Appreciation Retiremnet Portfolio 75,052 (a) 633,437
Schedule 1 Page 11 of 11
PRINCIPAL AMOUNT OR NUMBER OF COST OR IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE The Alger Fund, Alger MidCap Growth Retirement Portfolio 271,262 (a) 2,845,543 The Alger Fund, Alger Small Capitalization Retiremnet Fund 15,306 (a) 167,754 USAA Investment Management, USAA Cornerstone Strategy Fund 13,415 (a) 278,485 USAA Investment Management, USAA Emerging Markets Fund 114,462 (a) 753,160 USAA Investment Management, USAA GNMA Trust 429,472 (a) 4,397,792 USAA Investment Management, USAA Growth Fund 40,149 (a) 396,270 USAA Investment Management, USAA Income Fund 526,061 (a) 6,523,159 USAA Investment Management, USAA Income Stock Fund 78,255 (a) 968,014 USAA Investment Management, USAA International Fund 46,382 (a) 701,758 Zurich Scudder Investments, Scudder 21st Century Growth Fund 4,687 (a) 46,356 Zurich Scudder Investments, Scudder Growth & Income Fund, Class S shares 6,810 (a) 108,826 Zurich Scudder Investments, Scudder International Fund, Class S shares 3,421 (a) 103,860 ------------- Total mutual and commingled funds 1,995,470,497 ------------- Participant loans, interest rate 10% 64,214,943 ------------- Total investments 3,812,396,307 =============
(a) Cost information is not required to be presented for these participant-directed investments. *Represents a party in interest. 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/ Leon Piper ----------------------------------- By: Leon Piper Chairman, Administrative Committee Delta Air Lines, Inc. Date: June 26, 2003 Exhibit Index EX-23 Consent of Deloitte & Touche LLP Ex-99 Section 906 Certification pursuant to 18 U.S.C. Section 1350