<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended June 30, 1999
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 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.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
<PAGE> 2
DELTA FAMILY-CARE SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
JUNE 30, 1999 AND 1998
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits--June 30, 1999
Statement of Net Assets Available for Benefits--June 30, 1998
Statement of Changes in Net Assets Available for Benefits for the Year
Ended June 30, 1999
Statement of Changes in Net Assets Available for Benefits for the Year
Ended June 30, 1998
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--June 30, 1999
Schedule II: Item 27d--Schedule of Reportable Transactions for
the Year Ended June 30, 1999
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[LETTERHEAD OF ARTHUR ANDERSEN LLP]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of
Delta Air Lines, Inc.:
We have audited the accompanying statements of net assets available for benefits
of the DELTA FAMILY-CARE SAVINGS PLAN as of June 30, 1999 and 1998 and the
related statements of changes in net assets available for benefits for the years
then ended. These financial statements and the schedules referred to below are
the responsibility of the Administrative Committee of Delta Air Lines, Inc. in
its capacity as administrator of the Plan. Our responsibility is to express an
opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with 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, 1999 and 1998 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 made 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 purposes of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
November 19, 1999
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DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
NONPARTICIPANT-DIRECTED
------------------------- PARTICIPANT-
ALLOCATED UNALLOCATED DIRECTED TOTAL
--------- ----------- ------------ ----------
<S> <C> <C> <C> <C>
ASSETS:
Investments (Note 3) $520,158 $401,523 $3,951,476 $4,873,157
-------- -------- ---------- ----------
Receivables:
Employer contributions 9,754 0 3,562 13,316
Interest and dividends 0 61 0 61
Other 0 0 0 0
-------- -------- ---------- ----------
Total receivables 9,754 61 3,562 13,377
-------- -------- ---------- ----------
Total assets 529,912 401,584 3,955,038 4,886,534
LIABILITIES:
ESOP notes:
Principal 0 360,125 0 360,125
Interest 0 28,765 0 28,765
Other payables 0 0 0 0
-------- -------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $529,912 $ 12,694 $3,955,038 $4,497,644
======== ========= ========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
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DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
NONPARTICIPANT-DIRECTED
----------------------- PARTICIPANT-
ALLOCATED UNALLOCATED DIRECTED TOTAL
--------- ----------- ------------ ----------
ASSETS:
<S> <C> <C> <C> <C>
Investments (Note 3) $535,480 $485,919 $3,196,377 $4,217,776
-------- -------- ---------- ----------
Receivables:
Employer contributions 7,804 0 4,138 11,942
Interest and dividends 2 67 0 69
Other (18) 0 0 (18)
-------- -------- ---------- ----------
Total receivables 7,788 67 4,138 11,993
-------- -------- ---------- ----------
Total assets 543,268 485,986 3,200,515 4,229,769
LIABILITIES:
ESOP notes:
Principal 0 378,408 0 378,408
Interest 0 30,092 0 30,092
Other payables 5,299 0 0 5,299
-------- -------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $537,969 $ 77,486 $3,200,515 $3,815,970
======== ======== ========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
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<PAGE> 6
DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
NONPARTICIPANT-DIRECTED
--------------------------- PARTICIPANT-
ALLOCATED UNALLOCATED DIRECTED TOTAL
--------- ----------- ------------ ----------
<S> <C> <C> <C> <C>
Contributions:
Participant $ 0 $ 0 $ 253,290 $ 253,290
Employer 21,194 24,629 11,099 56,922
Investment income:
Net appreciation (depreciation) in fair value of investments (55,003) (54,118) 357,124 248,003
Interest and dividends 11,842 17,310 150,138 179,290
Transfers from Unallocated to Allocated 23,848 (23,848) 0 0
Transfers from merged plan 0 0 94,847 94,847
Benefits paid to participants (9,628) 0 (111,157) (120,785)
Administrative expenses (35) 0 (1,366) (1,401)
Interest expense on ESOP notes 0 (28,765) 0 (28,765)
Other (275) 0 548 273
--------- -------- ----------- -----------
NET INCREASE (DECREASE) (8,057) (64,792) 754,523 681,674
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 537,969 77,486 3,200,515 3,815,970
--------- -------- ----------- -----------
End of year $529,912 $12,694 $3,955,038 $4,497,644
========= ======== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
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DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
NONPARTICIPANT-DIRECTED
-------------------------- PARTICIPANT-
ALLOCATED UNALLOCATED DIRECTED TOTAL
---------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Contributions:
Participant $ 0 $ 0 $ 206,293 $ 206,293
Employer 14,516 20,833 8,542 43,891
Investment income:
Net appreciation (depreciation) in fair value of investments 180,005 171,523 423,871 775,399
Interest and dividends 10,597 18,815 124,692 154,104
Transfers from Unallocated to Allocated 25,534 (25,534) 0 0
Transfers from merged plan 0 0 0 0
Benefits paid to participants (10,085) 0 (124,693) (134,778)
Administrative expenses (40) 0 (1,035) (1,075)
Interest expense on ESOP notes 0 (30,092) 0 (30,092)
Other (22) 127 0 105
--------- --------- ----------- -----------
NET INCREASE (DECREASE) 220,505 155,672 637,670 1,013,847
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 317,464 (78,186) 2,562,845 2,802,123
--------- --------- ----------- -----------
End of year $537,969 $ 77,486 $3,200,515 $3,815,970
========= ========= =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
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<PAGE> 8
DELTA FAMILY-CARE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
JUNE 30, 1999 and 1998
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, 1999. 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 ("ERISA"), as amended.
Participants should refer to the plan document for a complete
description of the Plan's provisions. 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.
Substantially all personnel who have completed 12 consecutive months of
employment and are either paid on the United States domestic payroll or
employed in the Commonwealth of Puerto Rico are eligible to participate
in the Plan. Participation may begin on the first day of the first pay
period following eligibility. The Plan is subject to the provisions of
ERISA. See Note 9 for changes in eligibility effective after June 30,
1999.
Delta's Administrative Committee is responsible for operating and
administering the Plan (except for investment management and control of
assets). The Benefit Funds Investment Committee (the "BFIC") of Delta's
board of directors is responsible for investment management and control
of the assets of the Plan. However, the Plan allows a participant to
exercise control over the assets in his/her account (except the
Preferred Stock Fund, which consists of both Delta Series B ESOP
Convertible Preferred Stock ("Preferred Stock") and Delta Common Stock
("Common Stock")) and is intended to qualify as a plan described in
Section 404(c) of ERISA. The BFIC has appointed outside investment
managers and a trustee to manage the assets of the Plan.
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.
On January 1, 1999, the Delta Technology, Inc. Savings Plan was merged
into the Plan. Delta Technology, Inc. ("Delta Technology") is a wholly
owned subsidiary of the Company. On that date, participants of the
Delta Technology, Inc. Savings Plan became
-8-
<PAGE> 9
participants of the Plan. Eligibility thereafter for Delta Technology
employees is determined as described above.
CONTRIBUTIONS
Employee contributions may be made, at the option of the employee, as
pretax contributions or after-tax contributions or as a combination of
both pretax and after-tax contributions.
Effective July 1, 1998, the Plan was amended to provide that the
maximum deferral percentage for eligible U.S.-based nonpilot
participants, who are not highly compensated employees would be
increased to 23% from 15%; for Puerto Rico employees and for Delta
Technology participants, the percentage remains at 10% and 18%,
respectively. Additionally, effective March 1, 1999, the deferral
percentage for eligible nonpilot participants who are highly
compensated employees was increased to 13% from 12%. Eligible nonhighly
compensated pilot personnel may contribute up to 10% of their gross
earnings to the Plan. Highly compensated pilot personnel may also
contribute up to 10% of their gross earnings to the Plan, provided that
a pilot's total contribution to the Plan for a calendar year does not
exceed the then current limit under Section 402(g) of the Internal
Revenue Code (the "Code").
Effective September 1, 1997, the Plan was amended to provide that the
maximum contribution percentage for a nonpilot participant would depend
on whether he/she meets the definition of "highly compensated employee"
within the meaning of the Code based on his/her gross compensation
during the previous plan year (as of June 30, 1999, the amount is
$80,000). The Plan provision which permitted a plan participant to
remain at the higher maximum contribution percentage if his/her
earnings went from below $55,000 to above $55,000 was eliminated.
Effective September 1, 1997, deferrals or contributions of some or all
of the payments from the Delta Air Lines, Inc. Performance Payment
Program, Delta Air Lines, Inc. Target Profit Sharing Program, Delta Air
Lines, Inc. Leadership Performance Compensation Program, and Delta Air
Lines, Inc. Pilots Profit Sharing Program are permitted by the Plan
upon the election of those participating in the Plan provided, however,
that the Administrative Committee may, at its discretion, determine a
maximum amount of contribution of such payments from year to year.
These contributions are not eligible for employer matching
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 participant 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.
The first $1,450 ($1,400 in 1998 and increased by $50 per plan year) of
Delta's matching contributions (the "Annual Cap") to a participant's
account is invested in Preferred Stock and Common Stock (Note 6). 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 (Note 2)
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<PAGE> 10
in the same proportion as the participant directs for his/her own
contributions, provided, however, that 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 receive an additional annual contribution
equal to 3% of their annual salary.
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 annual profit sharing contribution they receive, which
vests ratably over a three-year period. Forfeitures of the nonvested
portion of Delta Technology participants' accounts are used to offset
employer contributions to the Plan.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contribution and allocations of the Company's contribution and Plan
earnings and charged with an allocation of administrative expenses.
Allocations are based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's vested account.
ACCOUNT DISTRIBUTIONS
Upon retirement or eligibility for long-term disability, a
participant's non-ESOP account balance may be distributed in the form
of a single-sum cash payment, cash payments in monthly variable
installments for a definite period not to exceed life expectancy, or
variable monthly installments to be paid over the life expectancy of
the participant and the participant's spouse.
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.
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
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<PAGE> 11
represents income to the borrowing participant, at a fixed rate equal
to the average of the secured loan interest rate and the unsecured loan
interest rate of the Delta Employees' Credit Union at the initiation of
the loan. This rate fluctuated between 10.125% and 10.500% during the
1999 and 1998 plan years.
2. INVESTMENT OPTIONS
Effective January 2, 1998, the investment options available to
participants were expanded to consist of 8 core funds and 146 mutual
funds. The core funds are actively managed portfolios and include the
Delta Common Stock Fund which invests primarily in Common Stock. All
available investment options are participant-directed except the Delta
Preferred Stock Fund, which consists of employer contributions (both
Preferred Stock and Common Stock) only. Prior to January 2, 1998, the
investment options available to participants were comprised of seven
core options and ten mutual funds.
Until January 1, 1998, participants could allocate their contributions
and existing fund balances in 1% multiples among the investment options
available to them. Effective January 2, 1998, accounts are limited to
30 investment options at any time, and future payroll deductions are
required to be allocated in 5% increments (to no more than 20
investment options at a time). Participants are not permitted to
allocate more than 50% of their contributions to the Delta Common Stock
Fund.
3. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual
method of accounting.
The preparation of the financial statements in conformity with
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.
NEW ACCOUNTING PRONOUNCEMENT
The Accounting Standards Executive Committee of the American Institute
of Certified Public Accountants issued Statement of Position ("SOP")
99-3, "Accounting for and Reporting of Certain Defined Contribution
Plan Investments and Other Disclosure Matters," which, among other
things, eliminates the requirement for a defined contribution plan to
disclose participant-directed investment programs by fund. SOP 99-3 was
adopted early for the plan year 1999 financial statements, and as such,
the plan year 1998 financial statements have been reclassified to
conform with the current year presentation.
INVESTMENTS
Investments, 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
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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 or (b) $72 per share. The
Plan's investment contracts are fully benefit responsive and,
therefore, are presented at contract value (cost plus accrued income).
The fair value of the investment contracts held by the Plan at June 30,
1999 and 1998 was approximately $638,400,000 and $623,700,000,
respectively. The average yields for the investment contracts for the
years ending June 30, 1999 and 1998 were 6.63% and 6.74%, respectively.
The weighted average crediting rates for the investment contracts for
the years ending June 30, 1999 and 1998 were 6.20% and 6.49%,
respectively.
Certain guaranteed investment contracts ("GICs") held by the Plan are
synthetic; that is, the Plan owns certain fixed income marketable
securities, and a third party provides a "wrapper" that guarantees a
fixed rate of return and provides benefit responsiveness. At June 30,
1999, the fair value of the underlying assets of the synthetic GICs and
the value of the related wrapper contracts were $365,742,000 and
$(580,000), respectively.
The fair values of individual investments that represent 5% or more of
the Plan's total net assets at June 30, 1999 and 1998 and the
applicable number of shares are separately identified as follows
(dollars in thousands):
<TABLE>
<CAPTION>
NUMBER OF FAIR
SHARES VALUE
--------- --------
<S> <C> <C>
1999:
Fidelity Magellan Fund 2,589,427 $335,900
Fidelity Contrafund 5,906,469 371,103
Fidelity Growth & Income Portfolio 6,436,036 313,692
Fidelity U.S. Equity Index Commingled Fund 10,866,402 424,659
Delta Common Stock 7,568,270* 436,121*
Delta Preferred Stock 6,547,608** 647,493**
1998:
Fidelity Magellan Fund 2,266,261 $248,212
Fidelity Contrafund 5,437,350 296,934
Fidelity Growth & Income Portfolio 6,741,194 296,680
Fidelity U.S. Equity Index Commingled Fund 11,162,904 355,650
Delta Common Stock 6,643,290* 429,323*
Delta Preferred Stock 6,603,865** 732,237**
</TABLE>
*Partially nonparticipant-directed
**Nonparticipant-directed
The net appreciation (depreciation) in the fair value of investments
includes both net unrealized appreciation (depreciation) of plan assets
and net realized gain (loss) on sale 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.
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During the year ended June 30, 1999, the Plan's investments appreciated
(depreciated) in fair value by $248,003,000 as follows (in thousands):
<TABLE>
<S> <C>
Mutual funds $234,429
Delta Common Stock (11,062)
Delta Preferred Stock (109,049)
Commingled funds 133,685
--------
$248,003
========
</TABLE>
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 (in thousands):
<TABLE>
<CAPTION>
JUNE 30
--------------------------
1999 1998
-------- ----------
<S> <C> <C>
Investments:
Delta Common Stock $251,060 $ 260,219
Delta Preferred Stock 647,493 732,237
Money market fund 23,128 28,943
-------- ----------
$921,681 $1,021,399
======== ==========
</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. All other administrative expenses of the
Plan were paid by the Plan.
4. FEDERAL INCOME TAXES
The Plan has received a letter of determination dated June 4, 1996 from
the Internal Revenue Service which states that the Plan, as amended
through June 29, 1995, is in compliance with Section 401(a) and
applicable subsections of Section 409 of the Code, is an employee stock
ownership plan with a cash or deferred arrangement under Section 401(k)
of the Code, and satisfies the requirements of Section 4975(e)(7) of
the Code. In the opinion of Delta's management, the Plan, as of June
30, 1999, continues to be in compliance with Section 401(a) and
applicable subsections of Sections 409, 401(k), and 4975(e)(7) and
continues to be entitled to an exemption from federal income taxation
under Section 501(a); thus, no provision for federal income taxes has
been made in the accompanying financial statements.
5. PLAN TERMINATION
The Plan provides that Delta, at its discretion, may amend or
discontinue the Plan at any time. Certain plan assets are subject to
certain restrictions which, in the event of plan termination, may
affect the timing and value of participant account distributions. Such
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<PAGE> 14
distributions from investment options which are invested in GICS 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 issuing company to the value of assets distributed from their
respective contracts.
6. 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.
In 1990, the Plan issued $481.4 million principal amount of its
Guaranteed Serial ESOP notes ("ESOP Notes") to third-party lenders and
repaid the outstanding principal balances of the original loans. The
ESOP Notes and certain related tax indemnities are guaranteed by Delta
(Note 7).
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, and 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
1.7155 shares of Common Stock, subject to adjustment in certain
circumstances; has a liquidation preference of $72 plus any accrued and
unpaid dividends; generally votes together as a single class with the
Common Stock on matters upon which the Common Stock is entitled to
vote; and has two votes per share, subject to adjustment in certain
circumstances. 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 ESOP account and the Common Stock
attributable to a participant's non-ESOP account in the Delta Common
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 at its discretion. The Plan further provides that shares of
Preferred Stock not yet allocated to any participant's ESOP account
will be voted by the Trustee in proportion to the votes cast with
respect to the allocated shares of participants' ESOP accounts for
which voting instructions are received.
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
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<PAGE> 15
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
quarterly as Delta matching contributions and/or dividend income.
The number of shares of Preferred Stock 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 can purchase Common Stock; or (c) contributing
shares of Common Stock to the Plan; in each case, for allocation to
participants' accounts. However, if at the end of the plan year the
value of the Preferred Stock released from the Unallocated Account as a
result of the scheduled repayment of the ESOP Notes during that plan
year is greater than Delta's matching contribution to the Plan for that
plan year, the excess will be allocated as of the end of the plan year
among all participants making contributions to the Plan.
The ESOP Notes will be repaid primarily from the Company's
contributions (Note 1) and dividends on the Preferred Stock. If
dividends on allocated shares are used to repay the ESOP Notes,
additional shares of Preferred Stock and Common Stock equal in value to
such dividends will be allocated to the accounts of participants who
otherwise would have received such dividends.
On October 22, 1998, Delta's shareowners approved an amendment to the
Company's Certificate of Incorporation to effect a two-for-one stock
split of the issued Common Stock. This amendment became effective on
November 2, 1998. As a result of the stock split, each outstanding
share of the Company's Series B ESOP Convertible Preferred Stock was
adjusted changing (1) the conversion price from $83.94 to $41.97, (2)
the conversion rate from .8578 to 1.7155, and (3) the voting rights
from one vote per share to two votes per share. All amounts have been
restated to reflect the stock split.
As of June 30, 1999, 2,717,809 shares of Preferred Stock with a market
value, as defined, of approximately $268,764,000 had been allocated to
participants' accounts, and 3,829,799 shares of Preferred Stock with a
market value, as defined, of approximately $378,729,000 were held in
the Unallocated Account. During the plan year ended June 30, 1999,
56,257 shares of Preferred Stock were redeemed in connection with the
payment of participant benefits.
7. LONG-TERM DEBT
At June 30, 1999, the Plan's long-term debt, including current
maturities of $20,635,000, consisted of $360,125,000 aggregate
principal amount of ESOP Notes 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 ESOP Notes are subject to
adjustment in the event of certain changes in the federal income tax
laws. Subject to certain restrictions, the ESOP
-15-
<PAGE> 16
Notes may be prepaid at the option of the Plan at any time in whole or
in part. As discussed in Note 5 of the Notes to Consolidated Financial
Statements in Delta's 1999 Annual Report to Shareowners, Delta may be
required to purchase the ESOP Notes at the option of the holders in
certain circumstances.
At June 30, 1999, the annual maturities of the ESOP Notes for the next
five years and thereafter were as follows (in thousands):
<TABLE>
<CAPTION>
Years ending June 30:
<S> <C>
2000 $ 20,635
2001 23,223
2002 26,072
2003 29,207
2004 32,655
After 2004 228,333
--------
Total $360,125
========
</TABLE>
8. 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 Recordkeeper by the Plan for recordkeeping totaled $1,401,000 and
$1,075,000 for the years ended June 30, 1999 and 1998, respectively.
Fees paid by the Plan for investment management vary by fund and are
generally reflected as a reduction to fund appreciation (depreciation).
9. SUBSEQUENT EVENTS
Effective October 1, 1999, all pilot and nonpilot employees may
participate in the Plan upon employment rather than having to wait
until their one-year employment anniversary. Employer matching
contributions will still begin after a participant's first employment
anniversary.
-16-
<PAGE> 17
SCHEDULE I
Page 1 of 8
DELTA FAMILY-CARE SAVINGS PLAN
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
JUNE 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
NAME OF ISSUER OF SHARES VALUE VALUE
- ---------------------------------------------------------------- ----------- ------------ -------------
<S> <C> <C> <C>
DELTA COMMINGLED STOCK FUND:
Fidelity Management Trust Company Cash Account $ 416,808 $ 416,808
Delta International Equity Pool:
* Fidelity Management & Research Company, Fidelity
Overseas Fund 911,070 24,593,168 35,422,410
* FMTC Select International Portfolio 1,590,479 62,524,848 110,951,804
Delta U.S. Equity Pool:
* Fidelity Management & Research Company, Fidelity
Magellan Fund 638,182 42,266,075 82,687,073
* Fidelity Management & Research Company, Fidelity
Growth and Income Portfolio 1,518,765 31,881,006 74,024,583
* Fidelity Management & Research Company, FMTC Select
Equity Portfolio 3,528,791 57,400,165 146,268,373
------------ -------------
Total 219,082,070 449,771,051
------------ -------------
DELTA COMMINGLED BOND FUND:
* Fidelity Management Trust Company Cash Account 210,163 210,163
* FMTC Broad Market Duration 6,552,328 83,566,349 108,768,649
------------ -------------
Total 83,776,512 108,978,812
------------ -------------
DELTA COMMON STOCK FUND:
* Delta Air Lines, Inc. Common Stock 3,211,472 143,940,115 185,061,074
* Fidelity Institutional Cash Portfolio: Money Market 1,724,146 1,724,146 1,724,146
* Fidelity Management Trust Company Cash Account 108,871 108,871
------------ -------------
Total 145,773,132 186,894,091
------------ -------------
INSURANCE CONTRACT/STABLE VALUE FUND:
* Fidelity Management Trust Company, Short-Term Investment
Fund 82,087,705 82,087,705
Guaranteed Investment Contracts:
American International:
GIC-935, 7.03%, due June 30, 2000 12,274,438 12,274,438 12,274,438
Allstate Life Insurance Company:
GA-5753, 7.50%, due August 2, 1999 10,248,894 10,248,894 10,248,894
GA-5953, 6.79%, due March 14, 2001 8,157,027 8,157,027 8,157,027
Business Men's Assurance Company:
1297, 6.03%, due June 3, 2002 5,297,249 5,297,249 5,297,249
1308, 5.41%, due June 2, 2003 5,197,968 5,197,968 5,197,968
CDC Capital Inc.:
BR-261-01, 6.78%, due July 2, 2001 10,000,000 10,000,000 10,000,000
BR-261-02, 5.36%, due October 15, 2003 5,054,655 5,054,655 5,054,655
CIGNA:
GA-25230, 6.82%, due January 25, 2001 14,063,856 14,063,856 14,063,856
Jackson National Life:
G-1151-1, 5.66%, due November 27, 2000 0 0 0
John Hancock:
GAC 5737, 5.88%v, due June 1, 2000 9,113,746 9,113,746 9,113,746
GAC 5833, 5.95%v, due June 1, 2000 5,203,782 5,203,782 5,203,782
GA 7940, 6.21%, due March 31, 2000 12,674,803 12,674,803 12,674,803
</TABLE>
-17-
<PAGE> 18
SCHEDULE I
Page 2 of 8
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
NAME OF ISSUER OF SHARES VALUE VALUE
- --------------------------------------------------------------- ------------ ------------- -------------
<S> <C> <C> <C>
New York Life:
GA-30248, 7.17%, due September 30, 1999 20,085,676 $ 20,085,676 $ 20,085,676
GA-06494-002, 6.78%, due March 15, 2001 3,018,091 3,018,091 3,018,091
Ohio National Life Insurance Company:
GA5774, 6.67%, due December 31, 1999 12,295,193 12,295,193 12,295,193
Protective Life:
GA-1386, 7.26%, due March 16, 2001 14,756,581 14,756,581 14,756,581
Prudential:
GA-10009-211, 6.10%, due June 19, 2001 10,628,950 10,628,950 10,628,950
GA-10009-212, 6.15%, due June 18, 2003 5,314,447 5,314,447 5,314,447
Security Life of Denver:
FA0501, 6.68%, due October 31, 2000 12,523,442 12,523,442 12,523,442
SunLife of Canada:
S-0921-G, 7.37%, due December 30, 1999 13,493,712 13,493,712 13,493,712
Synthetic Insurance Contracts:
Chase Manhattan Bank:
Ford Credit Auto Owner Trust I, 5.92%, due
December 15, 2000 10,023,297 10,023,297 10,045,000
Wrapper contract 0 (21,703)
Deutsche Bank:
FID-DLT-1, 5.88%, due January 15, 2004 10,385,942 10,385,942 10,253,146
FID-DLT-2, 5.89%, due October 15, 2004 7,256,988 7,256,988 7,079,642
FID-DLT-3, 5.51%, due July 15, 2003 3,116,494 3,116,494 3,021,825
Wrapper contract 0 404,811
Jackson National Life ABS:
S-1107-1, 6.87%, due June 25, 2004 49,320,432 49,320,432 50,379,944
Wrapper contract 0 (1,059,512)
Massachusetts Mutual:
PGIC 10391, 7.02%v, due July 5, 2002 14,859,499 14,859,499 14,886,172
Wrapper contract 0 (26,673)
MBL Life Assurance:
6-4982-1, 0%v, due December 31, 1999 1 1 1
6-4982-2, 0%v, due December 31, 1999 1 1 1
6-4982-3, 0%v, due December 31, 1999 1 1 1
6-4982-4, 0%v, due December 31, 1999 1 1 1
4982-1, 5.10%v, due July 1, 1999 4,223,319 4,223,319 4,223,319
4982-2, 5.10%v, due July 1, 1999 976,132 976,132 976,132
4982-3, 5.10%v, due July 1, 1999 1,419,715 1,419,715 1,419,715
4982-4, 5.10%v, due July 1, 1999 89,545 89,545 89,545
Monumental Life:
BDA00380TR-03, 5.77%, June 8, 2001 6,522,286 6,522,286 6,501,269
BDA00380TR-02, 6.46%, April 12, 2001 4,322,032 4,322,032 4,344,752
BDA00283TR-00, 7.33%, March 30, 2007 51,635,026 51,635,026 51,931,450
BDA00380TR-01, 5.82%, August 15, 2000 3,533,420 3,533,420 3,531,644
BDA00380TR-04, 4.90%, January 15, 2001 5,192,690 5,192,690 5,113,819
BDA00380TR-05, 5.46%, March 17, 2003 7,387,006 7,387,006 7,258,478
Wrapper contract 0 (88,952)
Continental Assurance Co.:
630-05856/CNA, 6.04%, due May 15, 2009 19,096,952 19,096,952 18,961,347
Wrapper contract 0 135,605
State Street Bank:
98234, 5.11%, due April 4, 2002 3,067,878 3,067,878 3,006,713
98159, 6.23%, due January 12, 2004 10,065,345 10,065,345 9,956,300
96042, 6.32%, due July 15, 2008 56,044,417 56,044,417 56,209,887
98085, 6.09%, due June 25, 2003 8,001,794 8,001,794 7,873,746
98153, 5.99%, due July 25, 2003 5,000,553 5,000,553 4,929,917
Wrapper contract 0 203,424
</TABLE>
-18-
<PAGE> 19
SCHEDULE I
Page 3 of 8
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
NAME OF ISSUER OF SHARES VALUE VALUE
- ---------------------------------------------------------------- ----------- ------------ -------------
<S> <C> <C> <C>
TransAmerica Life & Annuity:
76862, 4.97%, due February 20, 2003 22,206,926 $ 22,206,926 $ 21,945,857
Wrapper contract 0 261,069
Union Bank of Switzerland:
2216, 6.36%v, due October 20, 1999 1,259,832 1,259,832 1,258,088
2242, 7.03%v, due September 15, 2001 6,633,070 6,633,070 6,724,165
2149, 6.95%v, due July 15, 2002 10,220,811 10,220,811 10,363,225
2150, 6.76%v, due January 15, 2001 7,299,267 7,299,267 7,357,890
Wrapper contract 0 (290,388)
Westdeutsche Landesbank:
WLB6064, 5.94%, due January 15, 2003 7,191,485 7,191,485 7,147,044
Wrapper contract 0 44,441
AEtna Life Insurance & Annuity Company:
014464/14617, 5.38%v, due June 29, 2002 16,948,949 16,948,949 16,927,356
Wrapper contract 0 21,593
TransAmerica Life & Annuity:
76630, 6.07%v, due June 29, 2003 11,860,320 11,860,320 12,024,445
Wrapper contract (164,125)
------------ -------------
Total 636,651,641 636,651,641
------------ -------------
DELTA AIR LINES BALANCED FUND:
* Fidelity Management Trust Company Cash Account 6,335 6,335
Delta U.S. Equity Pool:
* Fidelity Management & Research Company, Fidelity
Magellan Fund 1,649 227,556 213,973
* Fidelity Management & Research Company, Fidelity
Growth and Income Portfolio 3,930 171,644 191,557
* Fidelity Management & Research Company, FMTC Select
Equity Portfolio 9,132 309,067 378,506
* FMTC Broad Market Duration 41,765 689,824 693,300
------------ -------------
Total 1,404,426 1,483,671
------------ -------------
DELTA CONSERVATIVE BALANCED FUND:
* Fidelity Management Trust Company Cash Account 95,136 95,136
Delta U.S. Equity Pool:
* Fidelity Management & Research Company, Fidelity
Magellan Fund 29,560 2,985,976 3,835,938
* Fidelity Management & Research Company, Fidelity
Growth and Income Portfolio 70,457 2,252,301 3,434,076
* Fidelity Management & Research Company, FMTC Select
Equity Portfolio 163,730 4,056,003 6,786,625
* FMTC Broad Market Duration 2,405,649 34,083,156 39,933,773
------------ -------------
Total 43,472,572 54,085,548
------------ -------------
DELTA GROWTH BALANCED FUND:
* Fidelity Management Trust Company Cash Account 227,043 227,043
Delta U.S. Equity Pool:
* Fidelity Management & Research Company, Fidelity
Magellan Fund 219,626 17,338,766 28,500,837
* Fidelity Management & Research Company, Fidelity
Growth and Income Portfolio 523,492 13,078,511 25,515,023
* Fidelity Management & Research Company, FMTC Select
Equity Portfolio 1,216,315 23,547,208 50,416,237
* FMTC Broad Market Duration 1,921,137 25,858,875 31,890,973
------------ -------------
Total 80,050,403 136,550,113
------------ -------------
DELTA PREFERRED STOCK FUND:
* Delta Air Lines, Inc. Common Stock 4,356,798 158,487,520 251,060,312
* Delta Air Lines, Inc. Convertible Preferred Series B 6,547,608 471,427,776 647,492,931
* Fidelity Institutional Cash Portfolio--Money Market 23,128,299 23,128,299
------------ -------------
Total 653,043,595 921,681,542
------------ -------------
</TABLE>
-19-
<PAGE> 20
SCHEDULE I
Page 4 of 8
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
NAME OF ISSUER OF SHARES VALUE VALUE
- ---------------------------------------------------------------- ----------- ------------ -------------
<S> <C> <C> <C>
MUTUAL AND COMMINGLED FUNDS:
* Fidelity Management & Research Company, Fidelity Asset
Manager 41,422 $ 752,684 $ 748,916
* Fidelity Management & Research Company, Fidelity Asset
Manager: Growth 72,756 1,390,639 1,450,028
* Fidelity Management & Research Company, Fidelity Asset
Manager: Income 14,255 176,268 176,048
* Fidelity Management & Research Company, Fidelity
Balanced Fund 362,503 6,406,963 6,467,047
* Fidelity Management & Research Company, Fidelity Blue
Chip Growth Fund 237,991 11,542,671 13,003,810
* Fidelity Management & Research Company, Fidelity Canada
Fund 6,980 101,196 106,723
* Fidelity Management & Research Company, Fidelity
Capital & Income Fund 237,579 2,377,920 2,371,039
* Fidelity Management & Research Company, Fidelity Capital
Appreciation Fund 42,817 889,313 1,109,377
* Fidelity Management & Research Company, Fidelity
Contrafund 5,906,469 260,275,835 371,103,466
* Fidelity Management & Research Company, Fidelity
Convertible Securities Fund 10,751 193,215 223,726
* Fidelity Management & Research Company, Fidelity
Disciplined Equity Fund 43,694 1,239,093 1,416,560
* Fidelity Management & Research Company, Fidelity
Diversified International Fund 67,028 1,208,883 1,302,353
* Fidelity Management & Research Company, Fidelity
Dividend Growth Fund 983,279 27,539,256 31,622,258
* Fidelity Management & Research Company, Fidelity
Aggressive Growth Fund 205,737 7,509,934 8,566,893
* Fidelity Management & Research Company, Fidelity
Emerging Markets Fund 142,534 1,205,293 1,393,979
* Fidelity Management & Research Company, Fidelity
Equity-Income II Fund 103,980 3,139,405 3,327,346
* Fidelity Management & Research Company, Fidelity
Equity-Income Fund 1,279,386 60,782,867 78,848,534
* Fidelity Management & Research Company, Fidelity Europe
Capital Appreciation Fund 139,244 2,489,379 2,466,005
* Fidelity Management & Research Company, Fidelity Europe
Fund 153,786 5,212,785 4,993,427
* Fidelity Management & Research Company, Fidelity
Export & Multinational Fund 21,664 413,209 491,545
* Fidelity Management & Research Company, Fidelity Fifty
Fund 205,203 4,366,103 4,387,248
* Fidelity Management & Research Company, Fidelity France
Fund 14,001 215,697 229,484
* Fidelity Management & Research Company, Fidelity Fund 258,582 9,265,171 10,444,146
* Fidelity Management & Research Company, Fidelity Germany
Fund 28,503 448,699 411,872
* Fidelity Management & Research Company, Fidelity Global
Balanced Fund 3,463 58,310 61,879
* Fidelity Management & Research Company, Fidelity Ginnie
Mae Fund 66,325 716,996 700,392
* Fidelity Management & Research Company, Fidelity
Government Income Fund 80,805 810,036 778,154
* Fidelity Management & Research Company, Fidelity
Growth & Income Portfolio 4,319,392 150,097,587 210,527,177
* Fidelity Management & Research Company, Fidelity Growth
Company Fund 160,703 9,287,927 9,709,684
* Fidelity Management & Research Company, Fidelity Hong
Kong & China Fund 68,694 801,066 947,977
</TABLE>
-20-
<PAGE> 21
SCHEDULE I
Page 5 of 8
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
NAME OF ISSUER OF SHARES VALUE VALUE
- --------------------------------------------------------------- ----------- ------------ -------------
<S> <C> <C> <C>
* Fidelity Management & Research Company, Fidelity
Institutional Short-Intermediate Government Portfolio 123,038 $ 1,164,477 $ 1,134,409
* Fidelity Management & Research Company, Fidelity
Intermediate Bond Fund 72,065 736,268 717,767
* Fidelity Management & Research Company, Fidelity
International Bond Fund 7,036 62,780 60,225
* Fidelity Management & Research Company, Fidelity
International Growth & Income Fund 9,424 199,710 213,634
* Fidelity Management & Research Company, Fidelity
International Value Fund 20,005 268,955 298,473
* Fidelity Management & Research Company, Fidelity
Investment-Grade Bond Fund 158,907 1,163,975 1,123,476
* Fidelity Management & Research Company, Fidelity Japan
Fund 215,499 2,718,575 3,297,139
* Fidelity Management & Research Company, Fidelity Japan
Small Companies Fund 977,931 10,736,118 13,945,295
* Fidelity Management & Research Company, Fidelity
Large-Cap Stock Fund 140,900 2,512,709 2,608,054
* Fidelity Management & Research Company, Fidelity Latin
America Fund 116,023 1,517,155 1,566,305
* Fidelity Management & Research Company, Fidelity
Low-Priced Stock Fund 304,174 7,313,448 7,464,440
* Fidelity Management & Research Company, Fidelity
Magellan Fund 1,700,410 160,561,164 220,662,255
* Fidelity Management & Research Company, Fidelity Mid-Cap
Stock Fund 67,904 1,224,976 1,290,167
* Fidelity Management & Research Company, Fidelity New
Markets Income Fund 52,295 504,086 534,976
* Fidelity Management & Research Company, Fidelity Nordic
Fund 65,391 1,187,374 1,354,899
* Fidelity Management & Research Company, Fidelity OTC
Portfolio 1,121,650 40,937,835 57,877,133
* Fidelity Management & Research Company, Fidelity
Overseas Fund 6,109 224,402 237,536
* Fidelity Management & Research Company, Fidelity Pacific
Basin Fund 166,618 2,633,003 2,920,810
* Fidelity Management & Research Company, Fidelity Puritan
Fund 133,197 2,655,696 2,753,185
* Fidelity Management & Research Company, Fidelity Real
Estate Investment Fund 66,625 1,157,939 1,079,993
* Fidelity Management & Research Company, Fidelity
Retirement Government Money Market Portfolio 6,268,409 6,268,409 6,268,409
* Fidelity Management & Research Company, Fidelity
Retirement Growth Fund 64,717 1,330,694 1,467,792
* Fidelity Management & Research Company, Fidelity
Retirement Money Market Portfolio 17,597,770 17,597,770 17,597,770
* Fidelity Management & Research Company, Fidelity
Short-Term Bond Fund 4,056 35,223 34,884
* Fidelity Management & Research Company, Fidelity
Small-Cap Selector Fund 66,222 985,306 960,888
* Fidelity Management & Research Company, Fidelity
Southeast Asia Fund 135,107 1,363,362 1,667,223
* Fidelity Management & Research Company, Spartan Market
Index Fund 71,040 5,841,807 6,733,899
* Fidelity Management & Research Company, Spartan U.S.
Equity Index Fund 314,664 13,237,783 15,374,487
* Fidelity Management & Research Company, Fidelity Stock
Selector Fund 12,491 354,550 402,469
* Fidelity Management & Research Company, Fidelity
TechnoQuant Growth Fund 18,153 229,657 268,851
</TABLE>
-21-
<PAGE> 22
SCHEDULE I
Page 6 of 8
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
NAME OF ISSUER OF SHARES VALUE VALUE
- ---------------------------------------------------------------- ----------- ------------ -------------
<S> <C> <C> <C>
* Fidelity Management & Research Company, Fidelity Trend
Fund 3,449 $ 216,454 $ 229,149
* Fidelity Management & Research Company, Fidelity United
Kingdom Fund 5,741 84,060 83,937
* Fidelity Management & Research Company, Fidelity U.S.
Bond Index Fund 168,505 1,830,008 1,765,933
* Fidelity Management Trust Company, Fidelity U.S. Equity
Index Commingled Fund 10,866,402 222,478,284 424,658,987
* Fidelity Management & Research Company, Fidelity
Utilities Fund 142,482 3,228,739 3,577,729
* Fidelity Management & Research Company, Fidelity Value
Fund 55,644 2,985,900 3,164,485
* Fidelity Management & Research Company, Fidelity
Worldwide Fund 24,751 419,361 443,291
* Strategic Advisors, Fidelity Freedom 2000 Fund 38,117 462,444 482,185
* Strategic Advisors, Fidelity Freedom 2010 Fund 42,122 546,342 589,293
* Strategic Advisors, Fidelity Freedom 2020 Fund 69,882 931,769 1,044,040
* Strategic Advisors, Fidelity Freedom 2030 Fund 19,709 268,368 297,012
* Strategic Advisors, Fidelity Freedom Income Fund 2,000 21,920 22,425
American Century Mutual Funds, Inc., American Century
Select Fund 453,951 21,003,040 23,918,699
American Century Mutual Funds, Inc., Century Ultra Fund 3,424,420 102,333,087 128,655,461
Calvert Asset Management Company, Inc., Calvert Capital
Accumulation Fund--Class A 9,746 264,979 295,973
Calvert Asset Management Company, Inc., Calvert New
Vision Small-Cap Fund--Class A 2,666 36,586 37,481
Calvert Asset Management Company, Inc., Calvert Social
Investment Balanced Fund--Class A 802 26,763 27,104
Calvert Asset Management Company, Inc., Calvert World
Values International Equity Fund--Class A 18,680 392,636 392,849
Delaware Management Company, Delaware Trend Fund--Class A 865,157 14,059,712 17,372,359
Founders Asset Management, Founders Balanced Fund 63,398 767,174 771,552
Founders Asset Management, Founders Growth and Income
Fund 35,022 259,014 264,419
Founders Asset Management, Founders Frontier Fund 8,573 228,617 247,664
Founders Asset Management, Founders Growth Fund 74,998 1,450,907 1,699,456
Founders Asset Management, Founders Mid-Cap Growth Fund 34,281 279,213 282,134
Founders Asset Management, Founders Worldwide Growth Fund 6,807 156,453 158,870
INVESCO Funds Group, Inc., INVESCO Dynamics Fund 194,898 3,256,398 3,843,398
INVESCO Funds Group, Inc., INVESCO Blue Chip Growth Fund 939,531 6,048,149 6,633,087`
INVESCO Funds Group, Inc., INVESCO High-Yield Fund 696,406 4,855,154 4,540,567
INVESCO Funds Group, Inc., INVESCO Equity Income Fund 46,000 711,756 764,972
INVESCO Funds Group, Inc., INVESCO Select Income Fund 338,208 2,228,802 2,113,800
INVESCO Funds Group, Inc., INVESCO Small Company Growth
Fund 91,507 1,066,457 1,223,443
INVESCO Funds Group, Inc., INVESCO Total Return Fund 207,211 6,550,327 6,842,112
INVESCO Funds Group, Inc., INVESCO Value Equity Fund 24,005 708,971 741,042
Janus Capital Corporation, Janus Balanced Fund 697,097 13,653,677 14,987,581
Janus Capital Corporation, Janus Enterprise Fund 95,439 3,981,485 4,487,559
Janus Capital Corporation, Janus Flexible Income Fund 310,968 3,075,315 2,972,851
Janus Capital Corporation, Janus Fund 414,802 14,113,836 16,675,050
Janus Capital Corporation, Janus Mercury Fund 1,891,393 52,904,373 60,638,044
Janus Capital Corporation, Janus Twenty Fund 2,861,439 158,293,177 179,669,724
Janus Capital Corporation, Janus Worldwide Fund 857,414 39,263,994 45,811,611
Merrill Lynch Asset Management, Merrill Lynch Capital
Fund (Class A) 198,442 6,396,897 7,401,900
</TABLE>
-22-
<PAGE> 23
SCHEDULE I
Page 7 of 8
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
NAME OF ISSUER OF SHARES VALUE VALUE
- ---------------------------------------------------------------- ----------- ------------ -------------
<S> <C> <C> <C>
Miller, Anderson & Sherrerd, MAS Balanced
Portfolio--Advisor Share Class 7,008 $ 96,787 $ 102,393
Miller, Anderson & Sherrerd, MAS Funds Fixed-Income
Portfolio--Advisor Share Class 52,486 622,608 598,345
Miller, Anderson & Sherrerd, MAS Funds High-Yield
Portfolio--Advisor Share Class 82,603 779,874 745,902
Miller, Anderson & Sherrerd, MAS Funds Mid-Cap Growth
Portfolio--Advisor Share Class 211,486 4,526,529 5,411,914
Miller, Anderson & Sherrerd, MAS Funds Value
Portfolio--Advisor Share Class 167,072 2,744,125 2,714,917
Morgan Stanley Dean Witter Asset Management, Morgan
Stanley Institutional Fund Emerging Growth Portfolio
(Class B) 24,540 228,955 251,049
Morgan Stanley Dean Witter Asset Management, Morgan
Stanley Institutional Fund Emerging Markets Portfolio
(Class B) 30,297 353,788 405,673
Morgan Stanley Dean Witter Asset Management, Morgan
Stanley Institutional Fund Active Country Allocation
Portfolio (Class B) 6,666 74,775 83,526
Morgan Stanley Dean Witter Asset Management, Morgan
Stanley Institutional Fund Global Equity Portfolio
(Class B) 70,077 1,406,709 1,498,948
Neuberger & Berman Management, Inc., Neuberger & Berman
Focus Trust 15,346 359,363 413,428
Neuberger & Berman Management, Inc., Neuberger & Berman
Genesis Trust 1,362,902 28,093,166 28,634,565
Neuberger & Berman Management, Inc., Neuberger & Berman
Guardian Trust 16,608 296,542 307,586
Neuberger & Berman Management, Inc., Neuberger & Berman
Manhattan Trust 6,406 91,963 98,325
Neuberger & Berman Management, Inc., Neuberger & Berman
Partners Trust 117,745 2,122,689 2,403,490
Pacific Investment Management Company, PIMCO Capital
Appreciation Fund--Administrative Class 184,498 4,399,277 4,915,014
Pacific Investment Management Company, PIMCO Global Bond
Fund--Administrative Class 140,409 1,348,228 1,295,973
Pacific Investment Management Company, PIMCO High-Yield
Fund--Administrative Class 295,959 3,367,089 3,246,676
Pacific Investment Management Company, PIMCO Low
Duration Fund--Administrative Class 79,037 801,693 787,999
Pacific Investment Management Company, PIMCO Mid-Cap
Growth Fund--Administrative Class 215,257 4,799,909 4,925,073
Pacific Investment Management Company, PIMCO Total
Return Fund--Administrative Class 2,209,248 22,462,460 22,379,686
Pilgrim Baxter & Associates, PBHG Emerging Growth Fund 38,351 853,337 895,105
Pilgrim Baxter & Associates, PBHG Growth Fund 14,216 358,938 388,670
Strong Capital Management, Strong Advantage Fund 129,106 1,295,947 1,282,024
Strong Capital Management, Strong Discovery Fund 2,143 35,495 36,040
Strong Capital Management, Strong Government Securities
Fund 224,139 2,400,734 2,319,835
Strong Capital Management, Strong Growth Fund 80,265 1,750,021 2,090,904
Strong Capital Management, Strong Opportunity Fund 49,327 1,972,451 2,196,048
Strong Capital Management, Strong Short-Term Bond Fund 20,297 195,264 193,024
Strong Capital Management, Strong Total Return Fund 51,804 1,779,341 2,065,949
Templeton Asset Management Hong Kong, Templeton
Developing Markets Trust A 853,061 11,588,288 11,985,507
Templeton Global Advisors, Templeton Foreign Fund A 335,409 3,208,131 3,454,716
Templeton Global Advisors, Templeton Growth Fund A 110,378 2,058,951 2,160,105
Templeton Global Advisors, Templeton World Fund A 302,781 5,391,715 5,574,194
</TABLE>
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<PAGE> 24
SCHEDULE I
Page 8 of 8
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
NAME OF ISSUER OF SHARES VALUE VALUE
- ----------------------------------------------------------------------- ------------ --------------- --------------
<S> <C> <C> <C>
Templeton Global Bond Managers, Templeton Global Bond Fund A 142,243 $ 1,308,039 $ 1,264,538
Templeton Investment Counsel, Institutional Foreign Equity Series 2,703,686 44,235,327 53,262,610
USAA Investment Management, USAA Cornerstone Strategy Fund 6,874 192,991 190,740
USAA Investment Management, USAA GNMA Trust 57,202 590,086 564,586
USAA Investment Management, USAA Growth Fund 18,893 403,086 464,967
USAA Investment Management, USAA Income Fund 2,107,522 25,096,895 24,953,064
USAA Investment Management, USAA Income Stock Fund 35,738 718,377 765,858
USAA Investment Management, USAA International Fund 24,854 496,546 510,997
Warburg Pincus Counsellors, Warburg Pincus Capital Appreciation Fund 119,006 2,453,153 2,929,923
Warburg Pincus Counsellors, Warburg Pincus Emerging Growth Fund 35,638 1,336,405 1,502,142
Warburg Pincus Counsellors, Warburg Pincus Global Fixed Income Fund 5,660 59,682 58,750
Warburg Pincus Counsellors, Warburg Pincus Growth & Income Fund 18,061 328,621 371,162
Warburg Pincus Counsellors, Warburg Pincus International Equity Fund 8,910 153,664 169,815
-------------- --------------
Total mutual and commingled funds 1,738,718,218 2,314,004,919
-------------- --------------
PARTICIPANT LOANS:
Participant loans, interest rates ranging from 9.00% to 10.75% 63,055,830 63,055,830
-------------- --------------
Total investments $3,665,028,399 $4,873,157,218
============== ==============
</TABLE>
*Represents a party-in-interest.
The accompanying notes are an integral part of this schedule.
-24-
<PAGE> 25
SCHEDULE II
DELTA FAMILY-CARE SAVINGS PLAN
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS (a)
FOR THE YEAR ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
DESCRIPTION OF ASSET EXPENSE
(INCLUDES INTEREST RATE AND PURCHASE SELLING INCURRED WITH COST OF
IDENTITY OF PARTY INVOLVED MATURITY IN CASE OF A LOAN) PRICE PRICE TRANSACTION ASSETS NET GAIN
- ----------------------------- -------------------------------- ------------ ------------ -------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
* FIDELITY MANAGEMENT Institutional Money Market Fund:
TRUST COMPANY 514 transactions $704,499,545 $ 0 (b) $ 0 $ 0
516 transactions 0 682,484,470 (b) 682,484,470 0
Fidelity U.S. Equity Index Pool:
252 transactions 163,955,902 0 (b) 0 0
252 transactions 0 171,356,369 (b) 139,499,076 31,857,293
Delta Common Stock Fund:
252 transactions 157,018,466 0 (b) 0 0
252 transactions 130,036,300 (b) 115,326,017 14,710,283
* FIDELITY MANAGEMENT & Fidelity Growth & Income
RESEARCH COMPANY Portfolio:
252 transactions 95,418,173 0 (b) 0 0
252 transactions 0 110,571,302 (b) 94,524,605 16,046,697
Fidelity Contrafund:
252 transactions 116,860,460 0 (b) 0 0
252 transactions 89,969,383 (b) 74,240,377 15,729,006
JANUS CAPITAL CORPORATION Janus Mercury Fund:
251 transactions 124,486,111 0 (b) 0 0
236 transactions 0 87,993,723 (b) 80,229,605 7,764,118
Janus Twenty Fund:
252 transactions 237,136,694 0 (b) 0 0
247 transactions 0 96,671,823 (b) 90,095,173 6,576,650
</TABLE>
*Represents a party-in-interest.
(a) Represents a series of transactions in securities of the same
issue having a cumulative value in excess of 5% of the current
value of plan assets at the beginning of the plan year.
(b) The normal expenses associated with asset purchases are built
into the Trustee's cost records and therefore are not shown
separately here.
The accompanying notes are an integral part of this schedule.
-25-
<PAGE> 26
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee of Delta Air Lines, Inc. has duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly authorized.
DELTA FAMILY-CARE SAVINGS PLAN
/s/ James B. Taylor
------------------------------
By: James B. Taylor
Chief Investment Officer
Delta Air Lines Benefit Trusts
Delta Air Lines, Inc.
Date: December 17, 1999
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<PAGE> 1
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated November 19, 1999 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, 1999 into the Company's previously filed Registration
Statement No. 33-30454.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
December 17, 1999
-27-
