DELTA AIR LINES INC /DE/
8-K, 1998-10-20
AIR TRANSPORTATION, SCHEDULED
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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  October 15, 1998



                              DELTA AIR LINES, INC.
             (Exact name of registrant as specified in its charter)



      Delaware                       1-5424                58-0218548
(State or other jurisdiction      (Commission           (IRS Employer
of incorporation)                 File Number)          Identification No.)


Hartsfield Atlanta International Airport, Atlanta, Georgia  30320
                    (Address of principal executive offices)


Registrant's telephone number, including area code:  (404) 715-2600


<PAGE>




Item 5.  OTHER EVENTS

Financial Results

                On October 15, 1998, Delta Air Lines, Inc. (the "Company")
announced its unaudited financial results for the quarter ended September 30,
1998 and related financial and statistical information which is attached hereto
as Exhibit 99.1. Exhibit 99.1 is hereby incorporated by reference herein.

Common Stock Repurchase Authorizations

                The Company has two common stock repurchase programs. As
discussed in Note 14 of the Notes to Consolidated Financial Statements on page
51 of the Company's 1998 Annual Report to Shareowners, (1) in July 1998, the
Company's Board of Directors ("Board") authorized the Company to repurchase its
common stock and common stock equivalents for an aggregate purchase price of up
to $750 million from time to time through December 31, 1999 ("July 1998
Authorization"); and (2) in April 1996, the Board authorized a common stock
repurchase program relating to the Company's broad-based employee stock option
plans.

                During the quarter ended September 30, 1998, the Company
repurchased (1) $401 million of common stock under the July 1998 Authorization;
and (2) a total of 3.9 million shares of common stock under both repurchase 
authorizations.

Pilot Agreement

                On October 16, 1998, the Air Line Pilots Association,
International ("ALPA") announced that the Company's pilots had approved an
agreement reached on June 23, 1998 between the Company and ALPA regarding pilot
rates of pay, rules and working conditions applicable to the Company's
B-737-600/700/800 aircraft and certain B-737-300 aircraft. For additional
information regarding this subject, see "Personnel Matters" on pages 31-32 of
the Company's 1998 Annual Report to Shareowners.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

                  The Exhibit Index on page 4 is hereby incorporated herein by
reference.



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<PAGE>




                                    SIGNATURE



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              DELTA AIR LINES, INC.



                                             BY:  /s/ Warren C. Jenson
                                                  ---------------------
                                                  Warren C. Jenson
                                                  Executive Vice President
                                                  and Chief Financial Officer

DATE:  October 19, 1998



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<PAGE>




                                  EXHIBIT INDEX

<TABLE>
<CAPTION>


Exhibit           Description

<S>               <C>

99.1              Unaudited Consolidated Statements of Operations of Delta 
                  Air Lines, Inc. for the three month periods ended September 
                  30, 1998 and 1997 and the related financial and statistical 
                  information.

</TABLE>

































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<PAGE>




                                                                    Exhibit 99.1

                              DELTA AIR LINES, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                  (Unaudited; In Millions, Except Share Data)
<TABLE>
<CAPTION>

                                      Three Months
                                          Ended
                                      September 30,
                                      -------------
                                      1998    1997
    <S>                             <C>        <C>
    Operating Revenues:
      Passenger                     $3,487  $3,260
      Cargo                            139     143
      Other, net                       176     150
                                    ------  ------
        Total operating revenues     3,802   3,553

    Operating Expenses:
      Salaries and related costs     1,237   1,204
      Aircraft fuel                    339     409
      Passenger commissions            252     266
      Depreciation and amortization    218     198
      Other selling expenses           196     164
      Contracted services              183     172
      Landing fees and other rents     179     169
      Aircraft rent                    145     137
      Aircraft maintenance mat'ls
       and outside repairs             143     124
      Passenger service                133     111
      Other                            225     168
                                    ------  ------
        Total operating expenses     3,250   3,122
                                    ------  ------
    Operating Income                   552     431
                                    ------  ------
    Other Income (Expense):
      Interest expense                 (49)    (50)
      Interest capitalized              10       9
      Interest income                   22      17
      Miscellaneous income, net          3      11
                                    ------  ------
                                       (14)    (13)
                                    ------  ------
    Income Before Income Taxes         538     418

    Income Taxes Provided, Net        (211)   (164)
                                    ------  ------
                                   (Continued)

</TABLE>




                                       -1-

<PAGE>



<TABLE>
<CAPTION>

                                        Three Months
                                            Ended
                                        September 30,
                                        -------------
                                        1998     1997


<S>                                     <C>     <C>
    Net Income                          327     254

    Preferred Stock Dividends            (3)     (3)
                                     ------  ------
    Net Income Available
      To Common Shareowners          $  324  $  251
                                     ------  ------
                                     ------  ------
    Basic Income Per
      Common Share                   $ 4.38  $ 3.41
                                     ------  ------
                                     ------  ------
    Diluted Income Per
     Common Share                    $ 4.16   $3.26
                                     ------  ------
                                     ------  ------
    Operating Margin                  14.5%   12.1%

    Weighted Average Shares Used
     In Per Share Computation:

       Basic   (000)                73,965  73,717

       Diluted (000)                78,356  77,299


</TABLE>

















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<PAGE>


<TABLE>
<CAPTION>
                                      Three Months
                                          Ended
                                      September 30,
                                      -------------
                                      1998     1997
<S>                                  <C>     <C>
    STATISTICAL SUMMARY:
    Revenue Psgr Miles (millions)    28,113  26,585
    Available Seat Miles
     (millions)                      36,673  35,683
    Passenger Mile Yield (cents)      12.40   12.26
    Operating Revenue Per
     Available Seat Mile (cents)      10.37    9.96
    Operating Cost Per Available
     Seat Mile (cents)                 8.86    8.75
    Passenger Load Factor
     (percent)                        76.66   74.50
    Breakeven Passenger Load
     Factor (percent)                 64.52   64.66
    Revenue Ton Miles (millions)      3,229   3,073
    Cargo Ton Miles (millions)          418     415
    Cargo Ton Mile Yield (cents)      33.27   34.29
    Fuel Gallons Consumed
     (millions)                         703     682
    Average Price Per Fuel Gallon
     (cents)                          48.21   59.91
    Number of Aircraft in Fleet at
     End of Period                      578     558
    Average Full-Time Equivalent
     Employees                       71,000  65,800


</TABLE>












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