<PAGE>
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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NO. 1-5424
A. Full title of the plan:
DELTA FAMILY-CARE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
DELTA AIR LINES, INC.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
<PAGE>
DELTA FAMILY-CARE SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
JUNE 30, 1996 AND 1995
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits With Fund Information --
June 30, 1996
Statement of Net Assets Available for Benefits With Fund Information --
June 30, 1995
Statement of Changes in Net Assets Available for Benefits With Fund
Information for the Year Ended June 30, 1996
Statement of Changes in Net Assets Available for Benefits With Fund
Information for the Year Ended June 30, 1995
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment Purposes --
June 30, 1996
Schedule II: Item 27d--Schedule of Reportable Transactions for the Year
Ended June 30, 1996
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<PAGE>
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
with fund information of the DELTA FAMILY-CARE SAVINGS PLAN ( the "Plan") as of
June 30, 1996 and 1995 and the related statements of changes in net assets
available for benefits with fund information, for the years then ended. These
financial statements and the schedules referred to below are the responsibility
of the Administrative Committee of Delta Air Lines, Inc. in its capacity as
administrator of the Plan. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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, 1996 and 1995 and the changes in its net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying table of contents are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net assets
available for benefits with fund information and the statements of changes in
net assets available for benefits with fund information is presented for
purposes of additional analysis rather than to present
-3-
<PAGE>
the net assets available for benefits and changes in net assets available for
benefits of each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Atlanta, Georgia
November 8, 1996
-4-
<PAGE>
DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
JUNE 30, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
TOTAL NET
INVESTMENTS RECEIVABLES ASSETS LIABILITIES ASSETS
------------ ----------- -------- ----------- ----------
(Schedule I) (Note 3) (Note 3)
<S> <C> <C> <C> <C> <C>
FUND (NOTE 2):
Stocks $ 352,728 $ 2,259 $ 354,987 $ 505 $ 354,482
Bonds 110,645 679 111,324 169 111,155
Delta Stock 129,752 1,068 130,820 463 130,357
Contracts 587,624 1,336 588,960 0 588,960
Index 193,673 784 194,457 0 194,457
Conservative 41,676 190 41,866 61 41,805
Growth 84,003 442 84,445 115 84,330
Delaware 21,993 98 22,091 0 22,091
Contrafund 181,920 509 182,429 0 182,429
Equity Income 34,255 122 34,377 0 34,377
Growth & Income 79,329 317 79,646 0 79,646
Magellan 108,591 196 108,787 0 108,787
OTC 34,873 122 34,995 0 34,995
Merrill Lynch 5,258 13 5,271 0 5,271
Templeton 47,609 234 47,843 0 47,843
Select 3,169 13 3,182 0 3,182
Ultra 63,218 293 63,511 0 63,511
Preferred 650,703 6,555 657,258 445,189 212,069
Participant loans 50,861 0 50,861 0 50,861
---------- ------- ---------- -------- ----------
Total $2,781,880 $15,230 $2,797,110 $446,502 $2,350,608
========== ======= ========== ======== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
-5-
<PAGE>
DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
JUNE 30, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
TOTAL NET
INVESTMENTS RECEIVABLES ASSETS LIABILITIES ASSETS
----------- ----------- ---------- ----------- ----------
(Note 3) (Note 3)
<S> <C> <C> <C> <C> <C>
FUND (NOTE 2):
Stocks $ 337,358 $ 2,373 $ 339,731 $ 456 $ 339,275
Bonds 119,399 669 120,068 147 119,921
Delta Stock 124,032 440 124,472 0 124,472
Contracts 634,131 1,739 635,870 69 635,801
Index 131,364 727 132,091 0 132,091
Conservative 35,740 157 35,897 40 35,857
Growth 69,377 310 69,687 74 69,613
Delaware 3,390 22 3,412 0 3,412
Contrafund 100,676 261 100,937 0 100,937
Equity Income 15,188 50 15,238 0 15,238
Growth & Income 25,795 116 25,911 0 25,911
Magellan 84,742 152 84,894 0 84,894
OTC 7,710 49 7,759 0 7,759
Merrill Lynch 3,441 8 3,449 0 3,449
Templeton 27,481 151 27,632 0 27,632
Select 1,482 4 1,486 0 1,486
Ultra 19,406 103 19,509 0 19,509
Preferred 621,939 5,967 627,906 453,263 174,643
Participant loans 44,731 0 44,731 0 44,731
---------- ------- ---------- -------- ----------
Total $2,407,382 $13,298 $2,420,680 $454,049 $1,966,631
========== ======= ========== ======== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
-6-
<PAGE>
Page 1 of 3
DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED JUNE 30, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
DELTA
STOCKS BONDS STOCK CONTRACTS INDEX CONSERVATIVE GROWTH
-------- -------- -------- --------- -------- ------------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants' $ 29,543 $ 9,488 $ 9,278 $ 31,188 $ 16,066 $ 3,437 $ 7,846
Employer's 2,239 607 643 2,657 1,434 57 103
-------- -------- -------- -------- -------- ---------- -------
31,782 10,095 9,921 33,845 17,500 3,494 7,949
-------- -------- -------- -------- -------- ---------- -------
Investment income:
Net appreciation (depreciation) in 63,564 6,187 15,481 0 35,733 4,836 11,348
fair value of investments
Interest and dividends 810 283 338 41,817 442 91 199
-------- -------- -------- -------- -------- ---------- -------
64,374 6,470 15,819 41,817 36,175 4,927 11,547
Less investment expenses (1,908) (588) (1) 0 0 (197) (351)
-------- -------- -------- -------- -------- ---------- -------
62,466 5,882 15,818 41,817 36,175 4,730 11,196
-------- -------- -------- -------- -------- ---------- -------
Total additions 94,248 15,977 25,739 75,662 53,675 8,224 19,145
-------- -------- -------- -------- -------- ---------- -------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED
TO:
Withdrawals (10,025) (5,096) (3,504) (33,430) (5,109) (1,658) (2,136)
Administrative expenses (93) (125) (1) (607) (101) (49) (92)
Interest expense on ESOP notes 0 0 0 0 0 0 0
-------- -------- -------- -------- -------- ---------- -------
Total deductions (10,118) (5,221) (3,505) (34,037) (5,210) (1,707) (2,228)
-------- -------- -------- -------- -------- ---------- -------
Net increase (decrease) prior to 84,130 10,756 22,234 41,625 48,465 6,517 16,917
interfund transfers
Interfund transfers (68,923) (19,522) (16,349) (88,466) 13,901 (569) (2,200)
-------- -------- -------- -------- -------- ---------- -------
NET INCREASE (DECREASE) 15,207 (8,766) 5,885 (46,841) 62,366 5,948 14,717
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year, July 1, 1995 339,275 119,921 124,472 635,801 132,091 35,857 69,613
-------- -------- -------- -------- -------- ---------- -------
End of year, June 30, 1996 $354,482 $111,155 $130,357 $588,960 $194,457 $ 41,805 $84,330
======== ======== ======== ======== ======== ========== =======
</TABLE>
-7-
<PAGE>
Page 2 of 3
<TABLE>
<CAPTION>
GROWTH
EQUITY AND MERRILL
DELAWARE CONTRAFUND INCOME INCOME MAGELLAN OTC LYNCH
--------- ---------- -------- -------- -------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants' $ 1,257 $ 16,563 $ 2,403 $ 5,412 $ 14,025 $ 1,973 $ 646
Employer's 149 846 200 562 425 195 22
-------- -------- -------- -------- -------- ---------- -------
1,406 17,409 2,603 5,974 14,450 2,168 668
-------- -------- -------- -------- -------- ---------- -------
Investment income:
Net appreciation (depreciation) in 2,145 8,665 2,974 8,642 (13,164) 1,400 282
fair value of investments
Interest and dividends 363 18,718 1,589 2,285 24,775 932 408
-------- -------- -------- -------- -------- ---------- -------
2,508 27,383 4,563 10,927 11,611 2,332 690
Less investment expenses 0 0 0 0 0 0 0
-------- -------- -------- -------- -------- ---------- -------
2,508 27,383 4,563 10,927 11,611 2,332 690
-------- -------- -------- -------- -------- ---------- -------
Total additions 3,914 44,792 7,166 16,901 26,061 4,500 1,358
-------- -------- -------- -------- -------- ---------- -------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED
TO:
Withdrawals (158) (3,428) (816) (1,664) (3,518) (614) (284)
Administrative expenses (1) (30) (9) (16) (41) (1) (2)
Interest expense on ESOP notes 0 0 0 0 0 0 0
-------- -------- -------- -------- -------- ---------- -------
Total deductions (159) (3,458) (825) (1,680) (3,559) (615) (286)
-------- -------- -------- -------- -------- ---------- -------
Net increase (decrease) prior to 3,755 41,334 6,341 15,221 22,502 3,885 1,072
interfund transfers
Interfund transfers 14,924 40,158 12,798 38,514 1,391 23,351 750
-------- -------- -------- -------- -------- ---------- -------
NET INCREASE (DECREASE) 18,679 81,492 19,139 53,735 23,893 27,236 1,822
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year, July 1, 1995 3,412 100,937 15,238 25,911 84,894 7,759 3,449
-------- -------- -------- -------- -------- ---------- -------
End of year, June 30, 1996 $ 22,091 $182,429 $ 34,377 $ 79,646 $108,787 $ 34,995 $ 5,271
======== ======== ======== ======== ======== ========== =======
</TABLE>
-8-
<PAGE>
Page 3 of 3
<TABLE>
<CAPTION>
PARTICIPANT
TEMPLETON SELECT ULTRA PREFERRED LOANS TOTAL
--------- -------- -------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants' $ 4,241 $ 322 $ 6,315 $ 0 $ 0 $ 160,003
Employer's 384 20 536 27,925 0 39,004
-------- -------- -------- -------- -------- ----------
4,625 342 6,851 27,925 0 199,007
-------- -------- -------- -------- -------- ----------
Investment income:
Net appreciation (depreciation) in 4,159 11 5,416 14,057 0 171,736
fair value of investments
Interest and dividends 1,240 274 2,466 33,822 0 130,852
-------- -------- -------- -------- -------- ----------
5,399 285 7,882 47,879 0 302,588
Less investment expenses 0 0 0 0 0 (3,045)
-------- -------- -------- -------- -------- ----------
5,399 285 7,882 47,879 0 299,543
-------- -------- -------- -------- -------- ----------
Total additions 10,024 627 14,733 75,804 0 498,550
-------- -------- -------- -------- -------- ----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED
TO:
Withdrawals (880) (51) (1,116) (6,042) (1,523) (81,052)
Administrative expenses (3) (1) (7) (45) 0 (1,224)
Interest expense on ESOP notes 0 0 0 (32,297) 0 (32,297)
-------- -------- -------- -------- -------- ----------
Total deductions (883) (52) (1,123) (38,384) (1,523) (114,573)
-------- -------- -------- -------- -------- ----------
Net increase (decrease) prior to 9,141 575 13,610 37,420 (1,523) 383,977
interfund transfers
Interfund transfers 11,070 1,121 30,392 6 7,653 0
-------- -------- -------- -------- -------- ----------
NET INCREASE (DECREASE) 20,211 1,696 44,002 37,426 6,130 383,977
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year, July 1, 1995 27,632 1,486 19,509 174,643 44,731 1,966,631
-------- -------- -------- -------- -------- ----------
End of year, June 30, 1996 $ 47,843 $ 3,182 $ 63,511 $212,069 $ 50,861 $2,350,608
======== ======== ======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
-9-
<PAGE>
Page 1 of 3
DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED JUNE 30, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
DELTA
STOCKS BONDS STOCK CONTRACTS INDEX CONSERVATIVE GROWTH
-------- ---------- -------- --------- --------- ------------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants' $ 37,066 $ 11,789 $ 10,494 $ 37,189 $ 15,442 $ 3,616 $ 8,362
Employer's (Delta) 3,137 834 806 3,389 1,317 28 74
-------- -------- -------- -------- -------- ------- -------
40,203 12,623 11,300 40,578 16,759 3,644 8,436
-------- -------- -------- -------- -------- ------- -------
Investment income:
Net appreciation in fair value of 52,091 11,062 50,745 0 26,184 5,146 11,643
investments
Interest and dividends 835 287 704 42,506 344 77 168
-------- -------- -------- -------- -------- ------- -------
52,926 11,349 51,449 42,506 26,528 5,223 11,811
Less investment expenses (1,375) (439) (1) 0 0 (115) (210)
-------- -------- -------- -------- -------- ------- -------
51,551 10,910 51,448 42,506 26,528 5,108 11,601
-------- -------- -------- -------- -------- ------- -------
Total additions 91,754 23,533 62,748 83,084 43,287 8,752 20,037
-------- -------- -------- -------- -------- ------- -------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals (12,999) (6,090) (4,644) (37,236) (4,133) (2,123) (2,893)
Administrative expenses (500) (277) (2) (622) (74) (88) (157)
Transfers to other plans (Note 5) (2,397) (1,030) (754) (4,919) (1,181) (656) (1,401)
Interest expense on ESOP notes 0 0 0 0 0 0 0
-------- -------- -------- -------- -------- ------- -------
Total deductions (15,896) (7,397) (5,400) (42,777) (5,388) (2,867) (4,451)
-------- -------- -------- -------- -------- ------- -------
Net increase (decrease) prior to 75,858 16,136 57,348 40,307 37,899 5,885 15,586
interfund transfers
Interfund transfers (43,362) (15,687) (16,583) 10,844 (2,975) (3,791) (4,310)
-------- -------- -------- -------- -------- ------- -------
NET INCREASE 32,496 449 40,765 51,151 34,924 2,094 11,276
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year, July 1, 1994 306,779 119,472 83,707 584,650 97,167 33,763 58,337
-------- -------- -------- -------- -------- ------- -------
End of year, June 30, 1995 $339,275 $119,921 $124,472 $635,801 $132,091 $35,857 $69,613
======== ======== ======== ======== ======== ======= =======
</TABLE>
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<PAGE>
Page 2 of 3
<TABLE>
<CAPTION>
GROWTH
EQUITY & MERRILL
DELAWARE CONTRAFUND INCOME INCOME MAGELLAN OTC LYNCH
-------- ---------- -------- -------- -------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants' $ 283 $ 12,096 $ 1,504 $ 2,070 $ 10,150 $ 404 $ 408
Employer's (Delta) 27 371 63 156 194 61 11
-------- -------- -------- -------- -------- ---------- -------
310 12,467 1,567 2,226 10,344 465 419
-------- -------- -------- -------- -------- ---------- -------
Investment income:
Net appreciation in fair value of 388 18,754 982 2,151 17,635 1,050 173
investments
Interest and dividends 66 262 802 864 536 23 262
-------- -------- -------- -------- -------- ---------- -------
454 19,016 1,784 3,015 18,171 1,073 435
Less investment expenses 0 0 0 0 0 0 0
-------- -------- -------- -------- -------- ---------- -------
454 19,016 1,784 3,015 18,171 1,073 435
-------- -------- -------- -------- -------- ---------- -------
Total additions 764 31,483 3,351 5,241 28,515 1,538 854
-------- -------- -------- -------- -------- ---------- -------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED
TO:
Withdrawals (44) (2,979) (581) (526) (3,084) (72) (128)
Administrative expenses (1) (23) (3) (4) (23) (1) (1)
Transfers to other plans (Note 5) (11) (2,542) (270) (132) (778) (59) (57)
Interest expense on ESOP notes 0 0 0 0 0 0 0
-------- -------- -------- -------- -------- ---------- -------
Total deductions (56) (5,544) (854) (662) (3,885) (132) (186)
-------- -------- -------- -------- -------- ---------- -------
Net increase (decrease) prior to 708 25,939 2,497 4,579 24,630 1,406 668
interfund transfers
Interfund transfers 1,712 13,416 4,633 12,045 9,412 5,414 1,164
-------- -------- -------- -------- -------- ---------- -------
NET INCREASE 2,420 39,355 7,130 16,624 34,042 6,820 1,832
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year, July 1, 1994 992 61,582 8,108 9,287 50,852 939 1,617
-------- -------- -------- -------- -------- ---------- -------
End of year, June 30, 1995 $ 3,412 $100,937 $ 15,238 $ 25,911 $ 84,894 $ 7,759 $ 3,449
======== ======== ======== ======== ======== ========== =======
</TABLE>
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<PAGE>
Page 3 of 3
<TABLE>
<CAPTION>
PARTICIPANT
TEMPLETON SELECT ULTRA PREFERRED LOANS TOTAL
--------- ------- -------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants' $ 3,566 $ 211 $ 2,049 $ 0 $ 0 $ 156,699
Employer's (Delta) 263 5 149 35,431 0 46,316
-------- -------- -------- -------- -------- ----------
3,829 216 2,198 35,431 0 203,015
-------- -------- -------- -------- -------- ----------
Investment income:
Net appreciation in fair value of 1,293 93 3,171 37,006 0 239,567
investments
Interest and dividends 663 92 320 30,213 0 79,024
-------- -------- -------- -------- -------- ----------
1,956 185 3,491 67,219 0 318,591
Less investment expenses 0 0 0 0 0 (2,140)
-------- -------- -------- -------- -------- ----------
1,956 185 3,491 67,219 0 316,451
-------- -------- -------- -------- -------- ----------
Total additions 5,785 401 5,689 102,650 0 519,466
-------- -------- -------- -------- -------- ----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals (684) (127) (392) (7,617) (1,611) (87,963)
Administrative expenses (6) 0 (4) (62) 0 (1,848)
Transfers to other plans (Note 5) (301) (14) (293) (3,458) (22) (20,275)
Interest expense on ESOP notes 0 0 0 (33,199) 0 (33,199)
-------- -------- -------- -------- -------- ----------
Total deductions (991) (141) (689) (44,336) (1,633) (143,285)
-------- -------- -------- -------- -------- ----------
Net increase (decrease) prior to 4,794 260 5,000 58,314 (1,633) 376,181
interfund transfers
Interfund transfers 8,989 219 7,504 1 11,355 0
-------- -------- -------- -------- -------- ----------
NET INCREASE 13,783 479 12,504 58,315 9,722 376,181
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year, July 1, 1994 13,849 1,007 7,005 116,328 35,009 1,590,450
-------- -------- -------- -------- -------- ----------
End of year, June 30, 1995 $ 27,632 $ 1,486 $ 19,509 $174,643 $ 44,731 $1,966,631
======== ======== ======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
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<PAGE>
DELTA FAMILY-CARE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
JUNE 30, 1996 AND 1995
1. DESCRIPTION OF PLAN
The following description of the Delta Family-Care Savings Plan (the
"Plan") provides only general information regarding the Plan as in effect
on June 30, 1996. This document is not part of the summary plan
description of the Plan and is not a document pursuant to which the Plan
is maintained within the meaning of Section 402 (a) (1) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
Participants should refer to the plan document for a complete description
of the Plan's provisions. To the extent not specifically prohibited by
statute or regulation, Delta Air Lines, Inc. ("Delta" or the "Company")
reserves the right to unilaterally amend, modify or terminate the Plan at
any time and such changes may be applied to all Plan participants and
their beneficiaries regardless of whether the participant is actively
working or retired at the time of the change.
The Plan is a defined contribution plan established by the Company.
Active Delta personnel who have completed 12 consecutive months of
employment and are either paid on the United States domestic payroll or
employed in the Commonwealth of Puerto Rico are eligible to participate
in the Plan. Participation may begin on the first day of the first pay
period following eligibility. The Plan is subject to the provisions of
ERISA.
The responsibility for operation and administration of the Plan (except
for investment management and control of assets) is vested in the
Administrative Committee of the Company. The Benefit Funds Investment
Committee (the "BFIC") of the board of directors is responsible for
investment management and control of assets of the Plan. However, the
Plan allows a participant to exercise control over the assets in his
account (except the Preferred Stock Fund) and is intended to qualify as a
plan described in Section 404(c) of ERISA and Federal Regulation
2550.404(c) - 1. The BFIC has appointed outside investment managers and a
trustee to manage assets of the Plan. The BFIC evaluates the performance
of the investment managers and the trustee. The investment managers and
the trustee are authorized to purchase and sell securities subject to
certain investment restrictions determined by the BFIC.
The trustee and recordkeeping functions of the Plan are performed by
Fidelity Management Trust Company (the "Trustee") and Fidelity
Institutional Retirement Services Company (the "Recordkeeper"),
respectively. The Recordkeeper is responsible for maintaining appropriate
records of investment transactions, participant account balances, and,
under the direction of the Administrative Committee, distributions from
participants' accounts.
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<PAGE>
Contributions
Eligible nonpilot personnel who are not based in Puerto Rico and who had
gross earnings (as defined in the Plan) of less than $55,000 in the
previous calendar year may contribute up to 15% of their earnings to the
Plan. Eligible nonpilot personnel who had gross earnings of $55,000 or
more in the previous calendar year and Puerto Rico-based personnel may
contribute up to 10% of their gross earnings to the Plan. Eligible pilot
personnel may contribute up to 6% of their gross earnings to the Plan.
These contributions may be made, at the option of the employee, as pretax
contributions or after-tax contributions, or as a combination of both
pretax and after-tax contributions. Delta contributes $.50 to a
participant's account for every $1 contributed by the participant, up to
2% of the participant's annual earnings. In accordance with federal law,
an employee's annual gross earnings in excess of specified levels are not
considered for purposes of determining how much the employee or Delta may
contribute to the Plan. Moreover, there are other limits imposed by
federal law which may limit the amount of pretax, after-tax, or employer
contributions that may be made on behalf of a participant.
Beginning October 1, 1989, the first $1,000 (increased by $50 per plan
year) of Delta's contributions to a participant's account (the "Annual
Cap") is invested in Delta's Series B ESOP Convertible Preferred Stock
("Preferred Stock"), and Delta's Common Stock ("Common Stock") (see Note
9). The remainder, if any, of Delta's contributions to a participant's
account during a plan year will be invested in the other plan funds (see
Note 2) in the same proportion as the participant directs for his or her
own contributions. Effective July 1, 1995, the Plan was amended to
provide that Delta's matching contributions in excess of the Annual Cap
shall be instead made in Common Stock for noncollectively bargained,
highly compensated employees, as determined under the Internal Revenue
Code of 1986 (the "Code"), as amended.
Vesting
Participants are immediately vested in all contributions to their
accounts, plus actual earnings thereon.
Participant Accounts
Individual accounts are maintained for each of the Plan's participants to
reflect the participant's contributions and related employer matching
contributions as well as the participant's share of the Plan's income and
any related administrative expenses. Allocations of this income and
expense are based on the proportion that each participant's account
balance bears to the total of all participant account balances. Income
from participant loans is not subject to this allocation.
Account Distributions
Upon retirement or eligibility for long term disability, a participant's
non-ESOP account balance may be distributed in the form of monthly
installments which continue over the participant's life expectancy. The
life expectancy is calculated based on the participant's age at
retirement, date of long term disability, or, if distribution is
deferred, the date the request for distribution is processed. The monthly
installment payments are based on
-14-
<PAGE>
(a) the amount remaining in the participant's account; (b) the investment
gains and losses on the investment options in which the participant's
account was invested during the year; and (c) life expectancy actuarial
factors. However, a participant may elect a different form of retirement
benefit, such as a single-sum cash payment, cash payments in monthly
variable installments for a definite period not to exceed life
expectancy, or variable monthly installments to be paid over the life
expectancy of the participant and the participant's spouse. A
participant's ESOP account balance may be distributed as a lump-sum
payment in cash or Common Stock, at the participant's election, when
distribution of the non-ESOP portion of the account begins.
Upon termination of employment for reasons other than retirement or
disability, a participant's non-ESOP account balance may be distributed
as a lump-sum cash payment or the participant may elect to defer
distribution. A participant's ESOP account balance may be distributed as
a lump-sum cash payment or in Common Stock, at the participant's
election, when distribution of the non-ESOP portion of the account
begins.
A participant, while employed, may elect to withdraw all after-tax
contributions, pre-1989 matching contributions, and the earnings thereon.
Under certain specified hardship circumstances, a participant, while
employed, may also elect to withdraw pretax contributions.
Distributions from the Plan are subject to income taxes, and specified
types of early withdrawals may also be subject to significant tax
penalties.
Loans to Participants
Participants may borrow against a portion of their plan account balances.
The loans are repaid, generally through regular payroll deductions, over
a period not to exceed four years. The principal amounts of the loans are
assets of the Plan and earn interest, which represents income to the
borrowing participant, at a fixed rate equal to the average of the
secured loan interest rate and the unsecured loan interest rate of the
Delta Employees' Credit Union at initiation of the loan. This rate
fluctuated between 9.45% and 12.5% during the 1996 and 1995 plan years.
2. INVESTMENT OPTIONS
The following investment options, all of which are participant-directed
except the Preferred Stock Fund, were available to participants under the
Plan during the plan years ended June 30, 1996 and 1995:
. Commingled Stocks Fund ("Stocks Fund")--invested in
investment strategy portfolios which primarily held U.S.
and foreign stocks.
. Commingled Bonds Fund ("Bonds Fund")--invested in a
diversified portfolio invested primarily in fixed-income
securities.
. Delta Common Stock Fund ("Delta Stock Fund")--invested
primarily in Common Stock.
-15-
<PAGE>
. Insurance Contracts/Stable Value Fund ("Contracts
Fund")--invested primarily in a portfolio of investment
contracts issued by major insurance companies.
. Fidelity U.S. Equity Index Commingled Fund ("Index
Fund")--invested in a pooled investment vehicle which is
invested primarily in a portfolio of the common stock of
corporations included in the Standard & Poor's 500 Index.
. Preferred Stock Fund ("Preferred Fund")--invested
primarily in Preferred Stock and Common Stock (Note 9).
In addition, during the period from July 1, 1994 to March 31, 1995,
nonpilot participants (December 1, 1994 to March 31, 1995 in the case of
pilot participants) could also invest in two investment strategy
portfolios, plus one fund from the "Window of Choices" option which
contains ten mutual funds. Effective April 1, 1995, the Plan was amended
to permit participants to invest in an unlimited number of funds in the
"Window of Choices" option.
The investment strategy portfolios are as follows:
. Conservative Growth Balanced Fund ("Conservative")--
invested primarily in portfolios of high-quality fixed-
income securities and diversified U.S. equity securities.
. Growth Balanced Fund ("Growth")--invested primarily in
portfolios of diversified U.S. equity securities and
high-quality fixed-income securities.
The "Window of Choices" option contains the following ten mutual funds:
. Delaware Group Trend Fund ("Delaware")--invested
primarily in U.S. stocks of emerging and other growth-
oriented companies.
. Fidelity Contrafund ("Contrafund")--invested primarily in
undervalued common stocks and securities convertible into
common stocks and other securities for capital
appreciation.
. Fidelity Equity-Income Fund ("Equity Income")--invested
primarily in dividend-paying common and preferred stocks.
. Fidelity Growth & Income Fund ("Growth &
Income")--invested primarily in U.S. equity securities of
companies that offer potential for earnings growth while
paying current dividends.
. Fidelity Magellan Fund ("Magellan")--invested primarily
in common stocks and securities convertible into common
stocks of both U.S. and foreign companies.
. Fidelity OTC Portfolio ("OTC")--invested primarily in
securities that are traded on the over-the-counter
market.
. Merrill Lynch Capital Fund (Class A) ("Merrill
Lynch")--invested primarily in equity securities,
corporate bonds and money market securities, and may
invest in the securities of foreign issuers.
-16-
<PAGE>
. Templeton Institutional Fund Foreign Equity Series
("Templeton")--invested primarily in stocks of
undervalued foreign companies.
. Twentieth Century Select Investors Fund ("Select")--
invested primarily in large capitalization U.S. common
stocks.
. Twentieth Century Ultra Investors Fund ("Ultra")--
invested primarily in U.S. common stocks of small to
medium-sized companies.
During the plan years ended June 30, 1996 and 1995, all Plan participants
could allocate their contributions and existing fund balances in 1%
multiples among the investment options available to them at any given
time (see discussion of timing and effect of various amendments to the
Plan above), but they could not allocate more than 50% of their
contributions to the Delta Stock Fund.
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 generally
accepted accounting principles 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 (Note 2), except for investment contracts and Preferred
Stock, are stated at market value determined from publicly stated price
information at the end of each day. The Preferred Stock has a stated
value of $72 per share (Note 9). Investments in investment contracts are
presented at cost plus accrued income (contract value), which
approximates market value. The average yields for the Contracts Fund for
the years ending June 30, 1996 and 1995 were 6.91% and 6.82%,
respectively. The crediting rates for the Contracts Fund for June 30,
1996 and 1995 were 6.87% and 7.13%, respectively.
The fair market values of individual investments that represent 5% or
more of the Plan's total net assets at June 30, 1996 and 1995 and the
applicable number of shares or principal amounts are separately
identified as follows (dollars in thousands):
-17-
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares or Market or
Principal Contract
Amount Value
---------- ----------
<S> <C> <C>
1996:
Fidelity Broad Market Duration Portfolio 12,718,692 $170,431
Fidelity Magellan Fund 2,440,236 182,529
Fidelity Contrafund 4,624,308 181,920
Fidelity Growth & Income Fund 5,259,774 154,217
Fidelity Select Equity Portfolio 7,461,827 143,415
Fidelity U.S. Equity Index Commingled Fund 10,658,909 193,672
Delta Common Stock 3,180,868 264,012
Delta Preferred Stock 6,738,740 485,189
1995:
Fidelity Broad Market Duration Portfolio 13,249,971 168,539
Fidelity Magellan Fund 1,875,310 156,584
Fidelity Select Equity Portfolio 8,872,157 135,648
Fidelity U.S. Equity Index Commingled Fund 9,122,497 131,364
Delta Common Stock 3,072,225 226,576
Delta Preferred Stock 6,786,632 488,639
</TABLE>
The net appreciation (depreciation) in fair value of investments includes
both net unrealized appreciation (depreciation) of plan assets and net
realized gain (loss) on sales of plan assets. Purchases and sales of
securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend
date.
Receivables and Liabilities
The receivables shown in the aggregate in the accompanying statements of
net assets as of June 30, 1996 and 1995 include the following (in
thousands):
<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Employer contributions $12,372 $11,791
Employee contributions 2,477 0
Interest and dividends 9 82
Due from broker 372 1,425
------- -------
Total $15,230 $13,298
======= =======
</TABLE>
-18-
<PAGE>
The liabilities shown in the aggregate in the accompanying statements of
net assets as of June 30, 1996 and 1995 include the following (in
thousands):
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
ESOP notes:
Principal $408,759 $421,203
Interest 32,296 28,406
Due to broker 4,597 3,654
Management fees payable 850 786
-------- --------
Total $446,502 $454,049
======== ========
</TABLE>
Administrative Expenses
Certain administrative functions for the Plan are performed by officers
or employees of Delta. No such officer or employee receives compensation
from the Plan.
4. PARTICIPANTS
The following table represents the number of participants in each fund at
June 30, 1996:
<TABLE>
<CAPTION>
Fund Participants
---------------------------------------- ------------
<S> <C>
Stocks 27,583
Bonds 16,488
Delta Stock 18,577
Contracts 28,880
Index 18,090
Conservative 5,809
Growth 10,634
Delaware 2,303
Contrafund 14,260
Equity Income 3,199
Growth & Income 6,166
Magellan 12,190
OTC 2,677
Merrill Lynch 1,114
Templeton 4,754
Select 548
Ultra 6,402
Preferred (allocated) 56,029
Total 56,906
</TABLE>
At June 30, 1996, 11,463 retired participants (or their designated
beneficiaries) were receiving monthly distributions from their accounts
or had elected to defer distribution to a later date.
-19-
<PAGE>
5. TRANSFERS TO OTHER PLANS
Effective February 1, 1995, the Plan was amended to provide the
Administrative Committee with the power to direct the Trustee to transfer
assets and liabilities attributable to certain plan participants to
another tax-qualified plan upon the occurrence of certain corporate
events.
During plan year 1995, Delta formed TransQuest Information Solutions
("TransQuest"), a company which provides information technology services.
Following the formation of this company, certain employees and their
related assets and liabilities of the Plan, valued at $20,275,000, were
transferred to TransQuest and its sponsored plan.
6. FEDERAL INCOME TAXES
The Plan has received a letter of determination dated June 4, 1996 from
the Internal Revenue Service ("IRS") 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 entitled to an
exemption from federal income taxation under Section 501(a) of the Code,
is an employee stock ownership plan with a cash or deferred arrangement
under Section 401(k) of the Code, and satisfies the requirements of
Section 4975(e)(7) of the Code. In the opinion of Delta's management, the
Plan as of June 30, 1996 continues to be in compliance with Sections
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.
7. PLAN TERMINATION
The Plan provides that Delta, at its discretion, may amend or discontinue
the Plan at any time. Plan assets that are held in the Contracts Fund are
subject to certain restrictions which, in the event of plan termination,
may affect the timing and value of participant account distributions.
Such distributions from the Contracts Fund may (a) be made in
installments over a period of one or more years or (b), if distributed in
a single sum, incur a reduction in value. The amount of such a reduction
would depend on the market value adjustments made by each insurance
company to the value of assets distributed from their respective
contracts.
8. PLAN AMENDMENTS
During plan year 1995, the Plan was amended and restated, effective
December 1, 1994, in certain respects including, among other things, to
increase the investment options available to pilot participants and to
permit pilot participants to reallocate their account balances or future
contributions on a daily, rather than quarterly, basis.
-20-
<PAGE>
Effective April 1, 1995, the Plan was amended to allow all participants
to invest in an unlimited number of funds in the "Window of Choices"
option.
Effective June 1, 1995, the Plan was amended to provide that qualified
matching contributions may be made on account of non-highly compensated
Puerto Rican participants in the Plan, but only to the extent necessary
to pass certain plan discrimination tests.
For a brief discussion of other Plan Amendments, see Notes 1, 2 and 5.
9. EMPLOYEE STOCK OWNERSHIP PLAN
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.
On January 2, 1990, the ESOP trustee repaid the outstanding principal
balance of the loan from the bank. On February 22, 1990, the Plan issued
$481.4 million principal amount of its Guaranteed Serial ESOP notes
("ESOP Notes") to third-party lenders. The proceeds of the issuance of
the ESOP Notes were used to repay the outstanding principal balance of
the loan made by Delta to the ESOP trustee when the ESOP was adopted. The
ESOP Notes and certain related tax indemnities are guaranteed by Delta
(Note 10).
The shares of Preferred Stock will be held in the name of the Trustee
until redemption or conversion and may not be sold by the Trustee or
distributed outside the Plan except for resale to Delta. The Preferred
Stock is redeemable at Delta's option, at specified redemption prices
payable, at Delta's election, in cash or Common Stock. Delta is required
to redeem shares of Preferred Stock at any time to enable the Trustee to
provide for distributions to participants.
Each share of Preferred Stock has a stated value of $72; bears an annual
cumulative cash dividend of 6%, or $4.32; is convertible into .8578
shares of Common Stock (conversion price of $83.94), subject to
adjustment in certain circumstances; has a liquidation preference of $72,
plus any accrued and unpaid dividends; generally votes together as a
single class with the Common Stock on matters upon which the Common Stock
is entitled to vote; and has one vote per share, subject to adjustment in
certain circumstances. In the event that full cumulative dividends on the
Preferred Stock have not been paid when due, Delta may not pay cash
dividends on its Common Stock.
The Plan provides that shares of Preferred Stock and Common Stock
allocated to a participant's account in the Preferred Fund ("Allocated
Shares") and the Common Stock attributable to a participant's account in
the Delta Stock Fund will be voted by the Trustee in accordance with the
participant's confidential voting instructions or, if no voting
instructions are received by the Trustee, such shares will be voted by
the Trustee in its discretion. The Plan further provides that shares of
Preferred Stock not yet allocated to any participant's account will be
voted by the Trustee in proportion to the votes cast with respect to
Allocated Shares for which voting instructions are received.
-21-
<PAGE>
Unallocated shares of Preferred Stock are held in a separate "Unallocated
Account" of the Plan, pending release and allocation to participants'
accounts. The number of shares of Preferred Stock released from the
Unallocated Account for a plan year will generally be the number of
shares of Preferred Stock held in the Unallocated Account times the ratio
that the amount of principal and interest paid on the ESOP Notes with
respect to such plan year bears to the total amount of principal and
interest remaining to be paid (including payments with respect to such
plan year). Shares are released from the Unallocated Account to a
"Holding Account" upon debt service payments and are then allocated to
participants' accounts as Delta matching contributions and/or dividend
income are received.
Shares of Preferred Stock released from the Unallocated Account (and not
allocated as described in the last sentence of the preceding paragraph)
will be allocated as of the end of each quarter to the accounts of
participants making contributions to the Plan. The number of shares of
Preferred Stock so allocated will be based on a value equal to the higher
of $72 per share or the market value of the shares of Preferred Stock as
defined in the Plan. If during the plan year, the value of the Preferred
Stock released from the Unallocated Account as a result of the repayment
of the ESOP Notes is less than Delta's matching contribution to the Plan
for that year, this difference will be made up by Delta (a) prepaying the
ESOP Notes to release additional shares of Preferred Stock; (b)
contributing cash to the Plan so the Trustee may purchase Common Stock;
or (c) contributing shares of Common Stock to the Plan; in each case, for
allocation to participants' accounts. However, if at the end of the plan
year the value of the Preferred Stock released from the Unallocated
Account as a result of the scheduled repayment of the ESOP Notes during
that plan year is greater than Delta's matching contribution to the Plan
for that plan year, the excess will be divided evenly among all
participants making contributions to the Plan.
The ESOP Notes will be repaid primarily from the Company's contributions
(Note 1) and dividends on the Preferred Stock. If dividends on Allocated
Shares are used to repay the ESOP Notes, additional shares of Preferred
Stock and Common Stock equal in value to such dividends will be allocated
to the accounts of participants who otherwise would have received such
dividends.
As of June 30, 1996, 1,911,722 shares of Preferred Stock with a market
value, as defined, of approximately $137,644,000 had been allocated to
participants' accounts and 4,827,018 shares of Preferred Stock with a
market value, as defined, of approximately $347,545,000 were held in the
Unallocated Account. During the plan year ended June 30, 1996, 47,892
shares of Preferred Stock were redeemed in connection with the payment of
participant benefits.
10. LONG-TERM DEBT
During plan year 1995, the Plan voluntarily prepaid in whole, with funds
provided by Delta, the Plan's 1990 Series A and Series B Guaranteed
Serial ESOP Notes ("Old Notes"), which were guaranteed by Delta.
Simultaneously with the prepayment, the Plan issued to Delta 1994 Series
A and Series B Guaranteed Serial ESOP Notes ("New Notes") in a principal
amount equal to the Old Notes that were prepaid. The New Notes have the
same interest rate and final maturity date as the corresponding series of
Old Notes. Other
-22-
<PAGE>
terms of the New Notes are substantially the same as the corresponding
series of Old Notes, except that the New Notes do not have the benefit of
a credit enhancement. The principal amount outstanding and the other
terms of the Plan's Series C ESOP Notes were not affected by the
prepayment of the Old Notes.
At June 30, 1996, the Plan's long-term debt, including current maturities
of $14,206,000, consisted of $408,759,000 aggregate principal amount of
Series C ESOP Notes and New Notes (Note 9) with final maturity dates
ranging from July 1, 1999 to January 1, 2009 and interest rates ranging
from 7.26% to 8.10%. The interest rates on the Series C ESOP Notes and
the New Notes are subject to adjustment in the event of certain changes
in the federal income tax laws. Subject to certain restrictions, the
Series C ESOP Notes and the New Notes may be prepaid at the option of the
Plan at any time in whole or in part. As discussed in Note 7 of the Notes
to Consolidated Financial Statements in Delta's 1996 Annual Report to
Stockholders, Delta may be required to purchase the Series C ESOP Notes
at the option of the holders in certain circumstances.
At June 30, 1996, the annual maturities of the Series C ESOP Notes and
the New Notes for the next five years and thereafter were as follows (in
thousands):
Years ending June 30,
1997 $ 14,206
1998 16,146
1999 18,283
2000 20,634
2001 23,223
After 2001 316,267
--------
Total $408,759
========
-23-
<PAGE>
11. PARTICIPANTS' UNITS
At June 30, 1996, the number of participant units and unit value by fund
were as follows:
<TABLE>
<CAPTION>
Unit
Fund Units Value
------------------------ ----------- ------
<S> <C> <C>
Stocks 23,354,203 $15.13
Bonds 9,807,807 11.30
Delta Stock 7,539,750 17.27
Contracts 587,508,724 1.00
Index 10,658,909 18.17
Conservative 3,215,240 12.99
Growth 6,028,857 13.97
Delaware 1,199,841 18.33
Contrafund 4,624,308 39.34
Equity Income 850,620 40.27
Growth & Income 2,705,624 29.32
Magellan 1,451,746 74.80
OTC 1,044,732 33.38
Merrill Lynch 167,437 31.40
Templeton 3,083,466 15.44
Select 82,494 38.42
Ultra 2,227,562 28.38
Preferred (allocated) 3,549,977 77.08
</TABLE>
12. RELATED PARTY TRANSACTIONS
Certain of the Plan's investments are shares of mutual funds or interests
in cash reserve accounts managed by the Trustee or affiliates of the
Trustee. Transactions related to such investments qualify as permissible
party-in-interest transactions under ERISA. Fees paid to the Trustee and
the Recordkeeper by the Plan for investment management and recordkeeping
fees totaled $4,270,000 and $3,988,000 for the years ended June 30, 1996
and 1995, respectively. Additional fees totaling approximately $3,000 and
$148,000 were paid to the Trustee and Recordkeeper directly by Delta for
the years ended June 30, 1996 and 1995, respectively.
13. SUBSEQUENT EVENT
Effective July 1, 1996, eligible pilot personnel who were "highly
compensated employees" (as defined in the Code) during the previous plan
year may contribute from 1% to 7% (in whole numbers only) of their gross
earnings to the Plan. Those eligible pilot personnel who were not highly
compensated employees during the previous plan year may contribute from
1% to 10% (in whole numbers only) of their gross earnings to the Plan for
such year. In no event, however, may a pilot participant contribute to
the Plan for a calendar year more than an amount that is equal to the
applicable dollar limit in effect
-24-
<PAGE>
under Section 402(g) of the Code for the year ($9,500 for 1997). This is
a combined limit for both pre-tax and after-tax contributions.
14. RECONCILIATION TO THE FORM 5500
As of June 30, 1996 and 1995, the Plan had approximately $271,000 and $0,
respectively, of pending distributions to participants who elected to
withdraw from the Plan. These amounts are recorded as a liability in the
Plan's Form 5500; however, these amounts are not recorded as a liability
in the accompanying statements of net assets in accordance with generally
accepted accounting principles.
The following table reconciles net assets available for benefits for the
years ended June 30, 1996 and 1995 per the financial statements to the
Form 5500 to be filed by the Company (in thousands):
<TABLE>
<CAPTION>
Net Assets Available
Distributions for Benefits
Benefits to -----------------------------
Payable Participants 1996 1995
------- ------------- ---------- ----------
<S> <C> <C> <C> <C>
Per financial statements $ 0 $81,052 $2,350,608 $1,966,631
Accrued benefits payable 271 271 (271) 0
---- ------- ---------- ----------
Per Form 5500 $271 $81,323 $2,350,337 $1,966,631
==== ======= ========== ==========
</TABLE>
-25-
<PAGE>
DELTA FAMILY-CARE SAVINGS PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
JUNE 30,1996
Schedule I
Page 1 of 3
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OR MARKET OR
NUMBER OF CONTRACT
NAME OF ISSUER SHARES COST VALUE
------------------------------------------------------ ---------- -------------- --------------
<S> <C> <C> <C>
STOCKS:
Delta International Equity Pool:
* Fidelity Management & Research Company,
Fidelity Overseas Fund 964,140 $ 24,407,000 $ 30,062,000
* FMTC Select International Portfolio 1,924,056 70,615,000 96,318,000
Delta U.S. Equity Pool:
* Fidelity Management & Research Company,
Fidelity Magellan Fund 765,608 47,888,000 57,268,000
* Fidelity Management & Research Company,
Fidelity Growth and Income Fund 1,978,249 37,976,000 58,002,000
* Fidelity Management & Research Company,
Fidelity Management Trust Company
("FMTC") Select Equity Portfolio 5,779,359 67,581,000 111,078,000
-------------- --------------
Total 248,467,000 352,728,000
-------------- --------------
BONDS:
* FMTC Broad Market Duration Portfolio 8,257,075 97,826,000 110,645,000
-------------- --------------
DELTA STOCK:
* Delta Air Lines, Inc. Common Stock 1,542,614 85,296,000 128,037,000
* Fidelity Instrument Cash Portfolio: Money Market 1,714,503 1,715,000 1,715,000
-------------- --------------
Total 87,011,000 129,752,000
-------------- --------------
CONTRACTS:
* FMTC, Short Term Investment Fund 29,562,783 29,563,000 29,563,000
Guaranteed Contracts:
American International GIC: GIC-935, 7.03%, due
June 30, 2001 10,000,000 10,000,000 10,013,000
Allstate Life Insurance Company GIC: GA-5753,
7.50%, due December 31, 1998 15,000,000 15,000,000 16,500,000
CDC Capital Inc. GIC: BR-261-01, 6.78%, due
September 30, 1996 10,000,000 10,000,000 10,070,000
CIGNA GIC: GIC-25121, 8.68%, due January 17, 1998 7,500,000 7,500,000 7,789,000
CNA Assurance Company GIC: 12971, 6.93%, due
September 30, 1998 20,000,000 20,000,000 16,742,000
Hartford Life Insurance Company GIC: GA-9176,
8.91%, due June 17, 1997 10,000,000 10,000,000 15,369,000
John Hancock GIC:
GAC5642, 9.29%, due July 31, 1997 5,947,000 5,947,000 8,484,000
GAC5737, 9.31%, due November 14, 1997 5,804,000 5,804,000 8,286,000
GAC5833, 8.86%, due January 16, 1998 3,000,000 3,000,000 4,767,000
GAC6256, 7.43%, due May 30, 1997 10,000,000 10,000,000 13,396,000
GA7940, 6.21%, due March 31, 2000 20,000,000 20,000,000 10,579,000
Lincoln National GIC: GA09725, 7.38%, due June 30,
1999 20,000,000 20,000,000 21,480,000
Massachusetts Mutual GIC:
PGIC10391, 7.43%, due July 5, 2002 37,180,000 37,180,000 32,296,000
GAC-10064, 9.70%, due October 1, 1997 11,666,000 11,666,000 16,895,000
</TABLE>
-26-
<PAGE>
Schedule I
Page 2 of 3
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OR MARKET OR
NUMBER OF CONTRACT
NAME OF ISSUER SHARES COST VALUE
- ------------------------------------------------------ ---------- -------------- --------------
<S> <C> <C> <C>
MBL Life Assurance GIC:
6-4982-1, 5.25%, due December 31, 1999 7,980,000 $ 7,980,000 $ 8,335,000
6-4982-2, 5.25%, due December 31, 1999 1,845,000 1,845,000 1,926,000
6-4982-3, 5.25%, due December 31, 1999 2,683,000 2,683,000 2,802,000
6-4982-4, 5.25%, due December 31, 1999 168,000 168,000 177,000
4982-1, 5.10%, due December 31, 1999 3,590,000 3,590,000 3,860,000
4982-2, 5.10%, due December 31, 1999 830,000 830,000 892,000
4982-3, 5.10%, due December 31, 1999 1,207,000 1,207,000 1,298,000
4982-4, 5.10%, due December 31, 1999 76,000 76,000 82,000
New York Life GIC:
GA-06355, 7.44%, due September 30, 1996 15,000,000 15,000,000 15,784,000
GA-06494, 7.00%, due January 21, 1997 10,000,000 10,000,000 10,308,000
GA-30248, 7.17%, due September 30, 1999 15,000,000 15,000,000 16,318,000
GA-30248-002, 6.00%, June 30, 1997 10,000,000 10,000,000 10,431,000
GA-06494-002, 6.67%, due November 29, 1996 3,000,000 3,000,000 3,018,000
Ohio National Life Insurance Company GIC: GA5774,
6.67%, due December 31, 1999 10,000,000 10,000,000 10,130,000
Pacific Mutual Life Insurance Co. GIC: G-26062.01,
5.16%, due June 30, 1999 10,000,000 10,000,000 11,337,000
Peoples Securities GIC:
BDA00368FR-00, 5.24%, due December 31, 1997 2,000,000 2,000,000 11,363,000
BDA00615FR-00, 6.30%, due June 30, 1998 10,000,000 10,000,000 10,125,000
Principal Financial Group GIC: 41238801, 6.05%,
due December 31, 1996 20,000,000 20,000,000 22,852,000
Protective Life GIC: GA-1149, 7.17%, due March 31,
1997 15,000,000 15,000,000 16,433,000
Provident National GIC:
027-04522-03A, 8.53%, due July 1, 1996 10,000,000 10,000,000 7,665,000
627-05737-01A, 7.04%, due Sept. 30, 1997 10,000,000 10,000,000 11,371,000
630-05856, 6.91%, due February 15, 2027 7,000,000 6,973,000 6,953,000
Prudential GIC:
006118-215, 6.77%, due October 1, 1996 15,000,000 15,000,000 19,472,000
GA 7942-211, 6.25%, due December 31, 1998 14,000,000 14,000,000 16,033,000
SafeCo Life Insurance GIC: LP1052744, 6.02%, due
March 31, 1999 10,000,000 10,000,000 10,372,000
State Mutual Life Assurance GIC:
GA-91288-A02, 7.10%, due August 15, 1997 9,474,000 9,474,000 13,591,000
GA-91288-C, 7.10%, due March 31, 1999 20,000,000 20,000,000 14,663,000
SunAmerica Life Insurance Company GIC: 4446,
5.63%, due July 1, 1996 15,000,000 15,000,000 15,065,000
SunLife of Canada GIC: S-0921-G, 7.37%, due
December 30, 1999 10,000,000 10,000,000 10,901,000
TransAmerica Occidental GIC: 76597, 6.34%, due
July 15, 1996 10,000,000 9,866,000 9,886,000
Separate Insurance Contracts:
Aetna Life Insurance Company SEP: 014464, 7.20%,
due November 15, 1998 6,827,474 6,827,000 7,711,000
New York Life SEP:
GA-20019, 6.19% 17,069,000 17,069,000 13,782,000
GA-20040, 5.50% 24,571,000 24,571,000 24,407,000
Provident National SEP: 028-05451, 5.11% 14,183,000 14,183,000 10,983,000
Prudential SEP: 917480-001, 6.21%, due December
31, 1998 22,287,000 22,287,000 15,069,000
------------- ------------
Total separate insurance contracts 84,937,000 71,952,000
------------- ------------
Total insurance contracts fund 569,289,000 587,624,000
------------- ------------
</TABLE>
-27-
<PAGE>
Schedule I
Page 3 of 3
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OR MARKET OR
NUMBER OF CONTRACT
NAME OF ISSUER SHARES COST VALUE
------------------------------------------------------ ---------- -------------- --------------
<S> <C> <C> <C>
* Fidelity Management Trust Company, Fidelity U.S.
Equity Index Commingled Fund 10,658,909 $ 141,956,000 $ 193,673,000
-------------- --------------
Conservative:
Delta U.S. Equity Pool:
* Fidelity Management & Research Company, Fidelity
Magellan Fund 54,048 3,803,000 4,041,000
* Fidelity Management & Research Company, Fidelity
Growth and Income Fund 139,653 3,016,000 4,095,000
* Fidelity Management & Research Company, FMTC Select
Equity Portfolio 407,990 5,367,000 7,842,000
* FMTC Broad Market Duration Portfolio 1,917,736 23,558,000 25,698,000
-------------- --------------
Total conservative 35,744,000 41,676,000
-------------- --------------
Growth:
Delta U.S. Equity Pool:
* Fidelity Management & Research Company, Fidelity
Magellan Fund 168,834 10,927,000 12,629,000
* Fidelity Management & Research Company, Fidelity
Growth and Income Fund 436,248 8,665,000 12,791,000
* Fidelity Management & Research Company, FMTC Select
Equity Portfolio 1,274,478 15,421,000 24,495,000
* FMTC Broad Market Duration Portfolio 2,543,881 31,112,000 34,088,000
-------------- --------------
Total conservative growth balanced fund 66,125,000 84,003,000
-------------- --------------
Preferred:
* Delta Air Lines, Inc. Common Stock 1,638,254 97,789,000 135,975,000
* Delta Air Lines, Inc. Convertible Preferred Series B 6,738,740 485,189,000 485,189,000
* Fidelity Instrument Cash Portfolio: Money Market 29,538,899 29,539,000 29,539,000
-------------- --------------
Total 612,517,000 650,703,000
-------------- --------------
Twentieth Century Investors, Inc., Twentieth
Century Ultra Fund 2,227,562 57,092,000 63,218,000
-------------- --------------
Twentieth Century Investors, Inc., Twentieth
Century Select Fund 82,494 3,180,000 3,169,000
-------------- --------------
* Fidelity Management & Research Company, Fidelity
Magellan Fund 1,451,746 113,248,000 108,591,000
-------------- --------------
* Fidelity Management & Research Company, Fidelity
Contrafund 4,624,308 164,381,000 181,920,000
-------------- --------------
* Fidelity Management & Research Company, Fidelity
Equity-Income Fund 850,620 31,169,000 34,255,000
-------------- --------------
* Fidelity Management & Research Company, Fidelity
Growth & Income Fund 2,705,624 70,842,000 79,329,000
-------------- --------------
* Fidelity Management & Research Company, OTC
Portfolio 1,044,732 33,197,000 34,873,000
-------------- --------------
Delaware Management Company, Delaware Group Trend
Fund 1,199,841 19,979,000 21,993,000
-------------- --------------
Merrill Lynch Asset Management Merrill Lynch
Capital Fund (Class A) 167,437 4,949,000 5,258,000
-------------- --------------
Templeton Investment Counsel, Templeton Foreign
Equity Series 3,083,466 43,100,000 47,609,000
-------------- --------------
Participant Loans, interest rate constant at 10.5% 50,861,212 50,861,000 50,861,000
-------------- --------------
Total investments $2,450,933,000 $2,781,880,000
============== ==============
</TABLE>
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
-28-
<PAGE>
SCHEDULE II
Page 1 of 2
DELTA FAMILY-CARE SAVINGS PLAN
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS (a)
FOR THE YEAR ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
EXPENSE
DESCRIPTION OF ASSET INCURRED
IDENTITY OF (INCLUDES INTEREST RATE AND PURCHASE SELLING LEASE WITH COST OF NET GAIN
PARTY INVOLVED MATURITY IN CASE OF A LOAN) PRICE PRICE RENTAL TRANSACTION ASSETS (LOSS)
- ---------------------- ---------------------------- ---------- -------- ------- ------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
FMTC: US Government Reserve
510 transactions $ 54,840,464 $ 0 $0 (b) $ 0 $ 0
512 transactions 0 90,428,850 0 (b) 90,428,850 0
Inst. Money Market
510 transactions 349,882,045 0 0 (b) 0 0
512 transactions 0 319,907,171 0 (b) 319,907,171 0
20TH CENTURY ULTRA FUND: MUTUAL FUND
252 transactions 74,519,131 0 0 (b) 0 0
251 transactions 0 36,123,552 0 (b) 34,516,939 1,606,613
FIDELITY DELTA COMMON COMMON STOCK
STOCK FUND: 252 transactions 55,805,407 0 0 (b) 0 0
252 transactions 0 65,133,133 0 (b) 53,269,439 11,863,694
FIDELITY COMMINGLED COMMINGLED STOCK FUND
STOCK FUND: 252 transactions 53,658,262 0 0 (b) 0 0
252 transactions 0 99,992,513 0 (b) 78,232,165 21,760,348
</TABLE>
-29-
<PAGE>
SCHEDULE II
Page 2 of 2
<TABLE>
<CAPTION>
EXPENSE
DESCRIPTION OF ASSET INCURRED
IDENTITY OF (INCLUDES INTEREST RATE AND PURCHASE SELLING LEASE WITH COST OF NET GAIN
PARTY INVOLVED MATURITY IN CASE OF A LOAN) PRICE PRICE RENTAL TRANSACTION ASSETS (LOSS)
- -------------------- ------------------------------ ----------- ---------- -------- ------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
FIDELITY MAGELLAN FUND: Mutual fund
252 transactions $ 88,516,688 $ 0 $0 (b) $ 0 $ 0
252 transactions 0 51,504,485 0 (b) 49,710,234 1,794,251
FIDELITY CONTRAFUND: Mutual fund
252 transactions 118,455,142 0 0 (b) 0 0
252 transactions 0 45,876,269 0 (b) 42,836,530 3,039,739
FIDELITY GROWTH & INCOME Mutual fund
FUND: 252 transactions 83,635,596 0 0 (b) 0 0
251 transactions 0 38,743,886 0 (b) 36,836,612 1,907,274
FIDELITY U.S. EQUITY INDEX Index fund
POOL: 252 transactions 75,903,796 0 0 (b) 0 0
252 transactions 0 49,328,683 0 (b) 41,547,729 7,780,954
</TABLE>
(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.
-30-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee of Delta Air Lines, Inc. has duly caused this
annual report to be signed on its behalf by the undersigned thereunto
duly authorized.
DELTA FAMILY-CARE SAVINGS PLAN
/s/ Thomas J. Roeck, Jr.
-------------------------
By: Thomas J. Roeck, Jr.
Senior Vice President-Finance and
Chief Financial Officer
Delta Air Lines, Inc.
December 19, 1996
-31-
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated November 8, 1996 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, 1996 into the Company's previously filed Registration
Statement No. 33-30454.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
December 19, 1996
