DELTA AIR LINES INC /DE/, 10-K405, 2000-09-27

DELTA AIR LINES INC /DE/
10-K405, 2000-09-27
AIR TRANSPORTATION, SCHEDULED

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JUNE 30, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 1-5424

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

<TABLE>
<S> <C>
DELAWARE 58-0218548
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
POST OFFICE BOX 20706, ATLANTA, GEORGIA 30320-6001
(Address of principal executive offices) (Zip code)
</TABLE>

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

Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
<S> <C>
Common Stock, par value $1.50 per share................... New York Stock Exchange
Preferred Stock Purchase Rights........................... New York Stock Exchange
8 1/8% Notes Due July 1, 2039............................. New York Stock Exchange
</TABLE>

Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant as of August 27, 2000, was approximately
$6.1 billion. As of August 27, 2000, 122,974,870 shares of the registrant's
common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II of this Form 10-K incorporate by reference certain
information from the registrant's 2000 Annual Report to Shareowners. Part III of
this Form 10-K incorporates by reference certain information from the
registrant's definitive Proxy Statement dated September 15, 2000, for its Annual
Meeting of Shareowners to be held on October 25, 2000.
--------------------------------------------------------------------------------
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<PAGE> 2

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

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-5424

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

Delaware 58-0218548
------------------------------- -----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

Post Office Box 20706
Atlanta, Georgia 30320-6001
----------------------------------------- -----------------------
(Address of principal executive offices) (Zip code)

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

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered
------------------------------------------ ------------------------

Common Stock, par value $1.50 per share.............New York Stock Exchange
Preferred Stock Purchase Rights.....................New York Stock Exchange
8 1/8% Notes Due July 1, 2039.......................New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

<PAGE> 3

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant as of August 27, 2000, was
approximately $6.1 billion. As of August 27, 2000, 122,974,870 shares of the
registrant's common stock were outstanding.

Documents Incorporated By Reference

<PAGE> 4

DELTA AIR LINES, INC.

PART I

ITEM 1. BUSINESS

General Description

Delta Air Lines, Inc. ("Delta" or the "Company") is a major air carrier
that provides scheduled air transportation for passengers and freight throughout
the United States and around the world. As of September 1, 2000, Delta
(including its wholly owned subsidiaries Atlantic Southeast Airlines, Inc.
("ASA") and Comair, Inc. ("Comair")) served 205 domestic cities in 45 states,
the District of Columbia, Puerto Rico and the United States Virgin Islands, as
well as 44 cities in 28 foreign countries.

Based on calendar 1999 data, Delta is the largest United States airline
in terms of aircraft departures and passengers enplaned, and the third largest
United States airline as measured by operating revenues and revenue passenger
miles flown. Delta is the largest United States airline in the transatlantic,
offering the most daily flight departures, serving the largest number of nonstop
markets and carrying more passengers than any other United States airline.

An important characteristic of Delta's route network is its four hub
airports in Atlanta, Cincinnati, Dallas/Ft. Worth and Salt Lake City. Each of
these hub operations includes Delta flights that gather and distribute traffic
from markets in the geographic region surrounding the hub to other major cities
and to other Delta hubs. These hubs also provide passengers with access to
Delta's international gateway at New York's John F. Kennedy International
Airport. Other key characteristics of Delta's route network include the
Company's alliances with foreign airlines, the Delta Shuttle, Delta Express and
the Delta Connection program.

For the year ended June 30, 2000, passenger revenues accounted for 94%
of Delta's consolidated operating revenues. Cargo revenues and other sources
accounted for 6% of the Company's consolidated operating revenues for that
period.

Delta is managed as a single business unit. For additional information
on this subject, as well as information concerning Delta's operating revenues by
geographic region, see Note 13 of the Notes to the Consolidated Financial
Statements on page 49 of Delta's 2000 Annual Report to Shareowners, which is
incorporated herein by reference.

Delta's operating results for any interim period are not necessarily
indicative of operating results for an entire year because of seasonal
variations in the demand for air travel. In general, demand for air travel is
higher in the June and September quarters, particularly in international
markets, because there is more vacation travel during these periods than during
the remainder of the year. Demand for air travel is also affected by factors
such as economic conditions and fare levels.

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Delta is incorporated under the laws of the State of Delaware. Its
principal executive offices are located at Hartsfield Atlanta International
Airport in Atlanta, Georgia, and its telephone number is (404) 715-2600.

Regulatory Environment

While the United States Department of Transportation (the "DOT") and
the Federal Aviation Administration (the "FAA") exercise regulatory authority
over air carriers under the Federal Aviation Act of 1958, as amended (the
"Act"), most domestic economic regulation of passenger and freight services was
eliminated pursuant to the Airline Deregulation Act of 1978 and other statutes
amending the Act. The DOT has jurisdiction over international tariffs and
pricing; international routes; computer reservations systems; disabled passenger
transportation; and certain economic and consumer protection matters such as
advertising, denied boarding compensation, baggage liability and smoking aboard
aircraft. The FAA regulates flying operations generally, including control of
navigable air space, flight personnel, aircraft certification and maintenance,
and other matters affecting air safety. The United States Department of Justice
has jurisdiction over airline competition matters, including mergers and
acquisitions.

Any air carrier which the DOT finds "fit" to operate is given
unrestricted authority to operate domestic air transportation (including the
carriage of passengers and cargo). Authority to operate international routes
continues to be regulated by the DOT and by the foreign governments involved.
International route awards are also subject to the approval of the President of
the United States for conformance with national defense and foreign policy
objectives.

The economic deregulation of the industry permits unfettered
competition with respect to domestic routes, services, fares and rates, and
Delta faces significant competition on its routes. Except for constraints
imposed by the Act's Essential Air Service provisions, which are applicable to
certain small communities, airlines may terminate service to a city without
restriction.

Delta is also subject to various other federal, state, local and
foreign laws and regulations. The United States Postal Service has authority
over certain aspects of the transportation of mail, and rates for the carriage
of domestic mail are determined through negotiations or competitive bidding. The
Communications Act of 1934, as amended, governs Delta's use and operation of
radio facilities. Labor relations in the airline industry are generally governed
by the Railway Labor Act. Environmental matters (including noise pollution) are
regulated by various federal, state, local and foreign governmental entities.

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Fares and Rates

Airlines are permitted to set domestic ticket prices without
governmental regulation, and the industry is characterized by substantial price
competition. International fares and rates are subject to the jurisdiction of
the DOT and the governments of the foreign countries involved. Most
international markets are characterized by significant price competition and
substantial commissions, overrides and discounts to travel agents, brokers and
wholesalers.

Delta's system passenger mile yield increased 3% in fiscal 2000 compared
to fiscal 1999. The Company's North American passenger mile yield rose 5%
largely due to the inclusion of ASA and Comair in Delta's results of operations,
partially offset by increased low-fare competition and capacity increases by
competitors. Delta's international passenger mile yield declined 4% primarily
due to increased pricing pressures resulting from industry-wide capacity growth
in the Atlantic market.

Competition

All domestic routes served by Delta are subject to competition from
both new and existing carriers, and service over virtually all of Delta's
domestic routes is highly competitive. On most of its principal domestic routes,
the Company competes with at least one, and usually more than one, major
airline. Delta also competes with regional and national carriers, all-cargo
carriers, charter airlines and, particularly on its shorter routes, with surface
transportation. Service over most of Delta's international routes is also highly
competitive.

International alliances between domestic and foreign carriers, such as
the marketing and codesharing arrangements between Northwest Airlines, Inc. and
KLM-Royal Dutch Airlines, and among United Air Lines, Inc., Lufthansa German
Airlines, Scandinavian Airline Systems and certain other foreign airlines, have
significantly increased competition in international markets. Through
codesharing arrangements with United States carriers, foreign carriers have
obtained access to interior United States passenger traffic. Similarly, United
States carriers have increased their ability to sell international
transportation such as transatlantic services to and beyond European cities.

For additional information regarding the competitive environment, see
"Competitive Environment and Seasonality" on page 31 of Delta's 2000 Annual
Report to Shareowners, which is incorporated herein by reference.

Route Authority

Delta's flight operations are authorized by certificates of public
convenience and necessity and, to a limited extent, by exemptions issued by the
DOT. The requisite approvals of other governments for international operations
are provided by bilateral agreements with, or permits issued by, foreign
countries. Because international air transportation is governed by bilateral or
other agreements between the United States and the foreign country or countries
involved, changes in United States or foreign government aviation policies could
result in the

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<PAGE> 7

alteration or termination of such agreements, diminish the value of Delta's
international route authorities or otherwise affect Delta's international
operations. Bilateral agreements between the United States and various foreign
countries served by Delta are subject to renegotiation from time to time.

Certain of Delta's international route authorities are subject to
periodic renewal requirements. Delta requests extension of these authorities
when and as appropriate. While the DOT usually renews temporary authorities on
routes where the authorized carrier is providing a reasonable level of service,
there is no assurance of this result. Dormant authority may not be renewed in
some cases, especially where another United States carrier indicates a
willingness to provide service.

Airport Access

Operations at four major United States airports and certain foreign
airports served by Delta are regulated by governmental entities through "slot"
allocations. Each slot represents the authorization to land at or take off from
the particular airport during a specified time period.

In the United States, the FAA currently regulates slot allocations at
O'Hare International Airport in Chicago, John F. Kennedy International Airport
in New York, La Guardia Airport in New York and Ronald Reagan National Airport
in Washington, D. C. Delta's operations at those four airports generally require
slot allocations. In April 2000, President Clinton signed legislation which
phases out slot rules at O'Hare International Airport by 2002, and at Kennedy
and La Guardia Airports by 2007.

Delta currently has sufficient slot authorizations to operate its
existing flights, and has generally been able to obtain slots to expand its
operations and to change its schedules. There is no assurance, however, that
Delta will be able to obtain slots for these purposes in the future because,
among other reasons, slot allocations are subject to changes in governmental
policies.

Codesharing and Other Alliances

Delta has entered into marketing agreements with certain foreign
carriers to maintain or improve Delta's access to international markets. Under
these codesharing arrangements, Delta and the foreign carriers publish their
respective airline designator codes on a single flight operation, thereby
allowing Delta and the foreign carrier to provide joint service with one
aircraft rather than operating separate services with two aircraft.

Many of Delta's international codesharing arrangements operate in
discrete international city pairs. Under these arrangements, Delta purchases
seats on the foreign carrier's aircraft that are marketed under Delta's "DL"
designator code and sells seats on Delta's aircraft that are marketed under the
foreign carrier's two-letter designator code.

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<PAGE> 8

On June 22, 2000, Delta, Aeromexico, Air France and Korean Air launched
a global alliance called SkyTeam. This alliance includes codesharing
arrangements, reciprocal frequent flyer programs and coordinated cargo
operations.

Delta Shuttle

The Delta Shuttle is the Company's high-frequency specialty product
providing service targeted to the Northeast business traveler. It provides
hourly nonstop service between New York's La Guardia Marine Air Terminal and
both Boston's Logan International Airport and Washington, D.C.'s Ronald Reagan
National Airport. The Delta Shuttle also provides nonstop service between Boston
and Washington, D.C.

Delta Express

Delta Express is the Company's low-fare, leisure-oriented operation
which provides service from certain cities in the Northeast and Midwest to
Orlando and four other Florida destinations. In October 1996, Delta Express
initiated service, operating a fleet of 12 aircraft with 62 daily departures to
13 cities. Today, Delta Express operates a fleet of 40 aircraft with 168 daily
flights to 21 cities.

The Delta Connection Program

Delta strengthened its competitive position by acquiring ASA Holdings,
Inc. ("ASA Holdings") in fiscal 1999 and Comair Holdings, Inc. ("Comair
Holdings") in fiscal 2000. ASA Holdings and Comair Holdings are the parent
companies of regional jet carriers ASA and Comair, respectively. Both ASA and
Comair are wholly owned subsidiaries of Delta and use Delta's "DL" code on their
flights. For additional information regarding Delta's acquisition of ASA
Holdings and Comair Holdings, see Note 17 of the Notes to the Consolidated
Financial Statements on pages 51-52 of Delta's 2000 Annual Report to
Shareowners, which is incorporated herein by reference.

Delta has marketing agreements with three other regional jet carriers
that use Delta's "DL" code on some or all of their flights, and also exchange
connecting traffic with Delta. These carriers are Atlantic Coast Jet, Inc.,
SkyWest Airlines, Inc. and Trans States Airlines ("Trans States"). Trans States
will cease operations as a Delta Connection carrier by March 31, 2001.

Computer Reservations System Partnership

Delta owns 40% of WORLDSPAN, L.P. ("WORLDSPAN"), a Delaware limited
partnership which operates and markets a computer reservation system ("CRS") and
related systems for the travel industry. Northwest Airlines, Inc., and Trans
World Airlines, Inc. own 34% and 26%, respectively, of WORLDSPAN.

CRS services are used primarily by travel agents to book airline,
hotel, car rental and other travel reservations and issue airline tickets. CRS
services are provided by several

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<PAGE> 9

companies in the United States and worldwide. In the United States, other CRS
competitors are SABRE, Galileo International, Inc. and AMADEUS. CRS vendors are
subject to regulations promulgated by the DOT and certain foreign governments.

The CRS industry is highly competitive. Based on the number of travel
agents in the United States using a CRS, WORLDSPAN ranks third, behind SABRE and
Galileo International, Inc., in market share among travel agents in the United
States.

Fuel

Delta's results of operations could be significantly impacted by
changes in the price and availability of jet fuel. The following table shows
Delta's jet fuel consumption and costs for fiscal years 1996-2000.

<TABLE>
<CAPTION>
Fiscal Gallons Consumed Cost Average Price Percent of Operating
Year (Millions) (Millions) Per Gallon Expenses*
------ ---------------- ---------- -------------- --------------------

---------------
* Excludes restructuring and other special charges in fiscal years 1996,
1997 and 2000.

Aircraft fuel expense increased 21% in fiscal 2000 compared to fiscal
1999, with the average fuel price per gallon rising 15% to 57.23(cent). Total
gallons consumed increased 5% due to increased operations on a 5% rise in
capacity. Delta's fuel cost per gallon in fiscal 2000 is net of gains of $442
million on fuel hedging contracts, which hedged approximately 75% of Delta's
aircraft fuel requirements during fiscal 2000.

Changes in jet fuel prices and availability have industry-wide impact
and benefit or harm Delta's competitors as well as Delta. Accordingly, lower jet
fuel prices may be offset by increased price competition and lower revenues for
all air carriers. Moreover, there can be no assurance that Delta will be able to
increase its fares in response to any future increases in fuel prices.

Delta's jet fuel purchase contracts do not provide material protection
against price increases or for assured availability of supplies. The Company
purchases most of its jet fuel from petroleum refiners under contracts which
establish the price based on various market indices. Delta also purchases
aircraft fuel on the spot market, from off-shore sources and under contracts
which permit the refiners to set the price and give the Company the right to
terminate upon short notice if the price is unacceptable.

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<PAGE> 10

Delta uses options and other non-leveraged, over-the-counter
instruments to manage the risk associated with changes in aircraft fuel prices.
Information regarding Delta's fuel hedging program is set forth in Note 4 of the
Notes to the Consolidated Financial Statements on page 41 of Delta's 2000 Annual
Report to Shareowners, and is incorporated herein by reference.

Although Delta is currently able to obtain adequate supplies of jet
fuel, it is impossible to predict the future availability or price of jet fuel.
Political disruptions in oil producing countries, changes in government policy
concerning aircraft fuel production, transportation or marketing, changes in
aircraft fuel production capacity, environmental concerns and other
unpredictable events may result in fuel supply shortages and fuel price
increases in the future. Such shortages and price increases could have a
material adverse effect on Delta's business.

Personnel

Approximately 16% of the 81,000 total employees of Delta, ASA and Comair
are represented by unions. The following table presents certain information
concerning the union representation of domestic employees of Delta, ASA and
Comair.

<TABLE>
<CAPTION>
AMENDABLE DATE OF
APPROXIMATE NUMBER OF COLLECTIVE BARGAINING
EMPLOYEE GROUP EMPLOYEES REPRESENTED UNION AGREEMENT
-------------- --------------------- ----- ---------------------

<S> <C> <C> <C>
Delta Pilots 9,000 Air Line Pilots Association, May 2000
International

Delta Flight 210 Professional Airline Flight December 2004
Superintendents Controllers Association

Delta Pilot Ground 110 Transport Workers Union of Initial contract
Training Instructors America in negotiation

ASA Pilots 990 Air Line Pilots Association, September 2002
International

ASA Flight Attendants 540 Association of Flight September 2002
Attendants

ASA Flight Dispatchers 30 Transport Workers Union of Initial contract
America in negotiation

Comair Pilots 1,300 Air Line Pilots Association, June 1998
International

Comair Maintenance 410 International Association of June 2004
Employees Machinists and Aerospace
Workers

Comair Flight Attendants 550 International Brotherhood of Initial contract
Teamsters in negotiation
</TABLE>

For information regarding collective bargaining negotiations at Delta,
ASA and Comair, and union efforts to organize other groups of employees at those
companies, see "Collective Bargaining Matters" on pages 30-31 of Delta's 2000
Annual Report to Shareowners, which is incorporated herein by reference.

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<PAGE> 11

Environmental Matters

The Airport Noise and Capacity Act of 1990 (the "ANCA") required the
phase-out of Stage 2 aircraft by December 31, 1999, subject to certain
exceptions. Delta has complied with this requirement.

The ANCA recognizes the rights of operators of airports with noise
problems to implement local noise abatement procedures so long as such
procedures do not interfere unreasonably with interstate or foreign commerce or
the national air transportation system. It generally provides that local noise
restrictions on Stage 3 aircraft first effective after October 1, 1990, require
FAA approval. While Delta has had sufficient scheduling flexibility to
accommodate local noise restrictions in the past, the Company's operations could
be adversely impacted if locally-imposed regulations become more restrictive or
widespread.

The United States Environmental Protection Agency (the "EPA") is
authorized to regulate aircraft emissions. The engines on Delta's aircraft
comply with the applicable EPA standards.

In February 1998, the EPA and the FAA signed a Memorandum of Agreement
("MOA") to develop a voluntary process with the airline industry to reduce
emissions that lead to ozone formation. The MOA includes a proposal with a
voluntary engine modification program to reduce emissions from aircraft engines.
As a result of the MOA, air carriers, the EPA, the FAA and local and state
regulators are evaluating potential options for emission reductions from airport
activities, including aircraft engine modifications and alternative fueled
ground service equipment, but no conclusion or agreement has been reached as to
which, if any, options are viable.

Delta has been identified by the EPA as a potentially responsible party
(a "PRP") with respect to certain Superfund Sites, and has entered into consent
decrees regarding some of these sites. Delta's alleged disposal volume at each
of these sites is small when compared to the total contributions of all PRPs at
each site. Delta is aware of soil and/or ground water contamination present on
its current or former leaseholds at several domestic airports; to address this
contamination, the Company has a program in place to investigate and, if
appropriate, remediate these sites. Management believes that the resolution of
these matters is not likely to have a material adverse effect on Delta's
consolidated financial statements.

In March 2000, Delta received a federal grand jury subpoena calling for
the Company to produce documents relating to aircraft deicing operations at the
Dallas/Ft. Worth Airport since 1992. The Company understands that certain other
airlines operating at Dallas/Ft. Worth and the Dallas/Ft. Worth Airport Board
received similar subpoenas. Delta has produced the requested information and
intends to cooperate with the government's investigation. The Company cannot
currently determine the full scope of the investigation or its role in that
matter.

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<PAGE> 12

Frequent Flyer Program

Delta, like other major airlines, has established a frequent flyer
program offering incentives to maximize travel on Delta. This program allows
participants to accrue mileage for travel awards while flying on Delta, the
Delta Connection carriers and participating airlines. Mileage credit may also be
accrued for the use of certain services offered by program partners such as
credit card companies, hotels and car rental agencies. Delta reserves the right
to terminate the program with six months advance notice, and to change the
program's terms and conditions at any time without notice.

Mileage credits earned can be redeemed for free or upgraded air travel
on Delta and participating airline partners, for membership in Delta's Crown
Room Club and for other program partner awards. Travel awards are subject to
certain transfer restrictions and, in most cases, blackout dates and capacity
controlled seating. Miles earned prior to May 1, 1995 do not expire so long as
Delta has a frequent flyer program. Miles earned on or after May 1, 1995 will
not expire as long as, at least once every three years, the participant (1)
takes a qualifying flight on Delta or a Delta Connection carrier; (2) earns
miles through one of Delta's program partners; or (3) redeems miles for any
program award.

Delta accounts for its frequent flyer program obligations by recording a
liability for the estimated incremental cost of flight awards the Company
expects to be redeemed. The estimated incremental cost associated with a flight
award does not include any contribution to overhead or profit. Such incremental
cost is based on Delta's system average cost per passenger for fuel, food and
other direct passenger costs. Delta does not record a liability for mileage
earned by participants who have not reached the level to become eligible for a
free travel award. Delta believes this exclusion is immaterial and appropriate
because the large majority of these participants are not expected to earn a free
flight award. Delta does not record a liability for the expected redemption of
miles for non-travel awards since the cost of these awards to Delta is
negligible.

Delta estimated the potential number of round-trip flight awards
outstanding under its frequent flyer program to be 9.6 million at June 30, 1998,
10.6 million at June 30, 1999 and 11.5 million at June 30, 2000. Of these earned
awards, Delta expected that approximately 7.2 million, 8.0 million and 8.6
million, respectively, would be redeemed. At June 30, 1998, 1999 and 2000, Delta
had recorded a liability for these awards of $140 million, $172 million and $186
million, respectively. The difference between the round-trip awards outstanding
and the awards expected to be redeemed is the estimate, based on historical
data, of awards which will (1) never be redeemed; or (2) be redeemed for
something other than a free trip.

Frequent flyer program participants flew 1.9 million, 2.0 million and
2.2 million free round-trips on Delta in fiscal years 1998, 1999 and 2000,
respectively. These round-trips accounted for approximately 7% of the total
passenger miles flown for each of the respective periods. Delta believes that
the low percentage of free passenger miles and the restrictions applied to free
travel awards minimize the displacement of revenue passengers.

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<PAGE> 13

Civil Reserve Air Fleet Program

Delta is a participant in the Civil Reserve Air Fleet Program pursuant
to which the Company has agreed to make available, during the period beginning
October 1, 2000 and ending September 30, 2001, up to 81 of its international
range aircraft for use by the United States military under certain stages of
readiness related to national emergencies.

ITEM 2. PROPERTIES

Flight Equipment

Information relating to Delta's aircraft fleet is set forth in Notes 7
and 8 of the Notes to the Consolidated Financial Statements on pages 45-46, and
on the inside back cover, of Delta's 2000 Annual Report to Shareowners, and is
incorporated herein by reference.

Ground Facilities

Delta leases most of the land and buildings that it occupies. The
Company's largest aircraft maintenance base, various computer, cargo, flight
kitchen and training facilities and most of its principal offices are located at
or near Hartsfield Atlanta International Airport in Atlanta, Georgia, on land
leased from the City of Atlanta generally under long-term leases. Delta owns a
portion of its principal offices, its Atlanta reservations center and other
improved and unimproved real property in Atlanta, as well as a limited number of
radio transmitting and receiving sites and certain other facilities.

The City of Atlanta, with the support of Delta and other airlines,
intends to undertake a ten year capital improvement program (the "CIP") at
Hartsfield Atlanta International Airport. Implementation of the CIP should
increase the number of flights that may operate at the airport, reduce flight
delays and enable Hartsfield Atlanta International Airport to remain one of the
preeminent airports in the world. The CIP includes, among other things, a new
approximately 9,000 foot full-service runway (targeted for completion in May
2005), related airfield improvements, additional terminal and gate capacity, new
cargo and other support facilities and roadway and other infrastructure
improvements. If fully implemented, the CIP is currently estimated to cost
approximately $5.4 billion. The CIP runs through 2010, with individual projects
scheduled to be constructed at different times. A combination of federal grants,
passenger facility charge revenues, increased user rentals and fees, and other
airport funds are expected to be used to pay CIP costs directly and through the
payment of debt service on bonds. There is no assurance the CIP will be
implemented on schedule and within budget, or that it will be fully implemented.
One of the factors potentially impacting implementation of the CIP is the need
to obtain certain environmental approvals. Failure to implement certain portions
of the CIP in a timely manner could adversely impact Delta's operations at
Hartsfield Atlanta International Airport.

Delta leases ticket counter and other terminal space, operating areas
and air cargo facilities in most of the airports which it serves. These leases
generally run for periods of less

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<PAGE> 14

than one year to thirty years or more, and contain provisions for periodic
adjustment of lease rates. At most airports which it serves, Delta has entered
into use agreements which provide for the non-exclusive use of runways,
taxiways, and other facilities; landing fees under these agreements normally are
based on the number of landings and weight of aircraft. The Company also leases
aircraft maintenance facilities at certain airports; these leases generally
require Delta to pay the cost of providing, operating and maintaining such
facilities. In addition, Delta leases marketing, ticket and reservations offices
in certain major cities which it serves; these leases are generally for shorter
terms than the airport leases. Additional information relating to Delta's ground
facilities is set forth in Note 7 of the Notes to the Consolidated Financial
Statements on page 45 of Delta's 2000 Annual Report to Shareowners, and is
incorporated herein by reference.

Delta has announced plans to redevelop Terminal A at Boston's Logan
International Airport to consolidate its flight operations at that airport at
one location. The Company estimates the construction and design costs of this
project at $386 million, but anticipates that the Massachusetts Port Authority
will fund approximately $50 million of these costs. Implementation of the
redevelopment project is dependent upon obtaining certain environmental
approvals and the execution of definitive agreements by Delta and the
Massachusetts Port Authority.

In recent years, some airports have increased or sought to increase the
rates charged to airlines to levels that, in the airlines' opinion, are
unreasonable. The extent to which such charges are limited by statute or
regulation and the ability of airlines to contest such charges has been subject
to litigation and to administrative proceedings before the DOT. If the
limitations on such charges are relaxed, or the ability of airlines to challenge
such charges is restricted, the rates charged by airports to airlines may
increase substantially.

ITEM 3. LEGAL PROCEEDINGS

ASA Holdings Shareowner Litigation. In February 1999, two shareowners
of ASA Holdings filed a purported shareowner class action complaint in the
Superior Court of Fulton County in the state of Georgia against ASA Holdings,
its board of directors and Delta. The complaint seeks (1) to enjoin Delta's now
completed acquisition of ASA Holdings or to rescind the acquisition; (2)
unspecified compensatory and rescissory damages; and (3) costs and disbursements
of the action. The complaint alleges, among other things: (1) that the board of
directors of ASA Holdings breached its fiduciary duties by permitting ASA
Holdings to enter into an acquisition agreement with Delta under which
shareowners of ASA Holdings allegedly received an inadequate price; and (2) that
Delta owed fiduciary duties to shareowners of ASA Holdings and breached those
duties by entering into the acquisition agreement.

In March 1999, the parties entered into a memorandum of understanding
contemplating the settlement of this litigation. Pursuant to the memorandum of
understanding, Delta and ASA Holdings amended their acquisition agreement to
eliminate the termination fee payable to Delta by ASA Holdings if the
acquisition agreement was terminated by ASA Holdings in favor of a superior
proposal. The defendants also agreed to pay the fees and expenses of plaintiffs'
counsel up to an aggregate amount of $400,000, subject to final court approval
of the settlement.

11
<PAGE> 15

The parties have entered into a definitive settlement agreement, which
is subject to the approval of the Superior Court of Fulton County. The Superior
Court has scheduled a hearing to consider the settlement on October 20, 2000.

Comair Holdings Shareowner Litigation. In October and November 1999,
shareowners of Comair Holdings filed several purported shareowner class action
complaints in state courts in Kentucky, New York and Ohio against Comair
Holdings, its board of directors and Delta. These lawsuits make allegations and
seek remedies with respect to Delta's acquisition of Comair Holdings that are
generally similar to the allegations made and the remedies sought with respect
to Delta's acquisition of ASA Holdings in the ASA Holdings shareowner litigation
discussed above.

In November 1999, the parties to these lawsuits entered into a
memorandum of understanding contemplating the settlement of this litigation.
Pursuant to the memorandum of understanding, Delta and Comair Holdings amended
their acquisition agreement to eliminate the termination fee payable to Delta by
Comair Holdings if the acquisition agreement was terminated by Comair Holdings
in favor of a superior proposal. The defendants also agreed to pay the fees and
expenses of plaintiffs' counsel up to $675,000 and $75,000, respectively,
subject to final court approval of the settlement.

The parties have entered into a definitive settlement agreement, which
the Circuit Court of Boone County, Kentucky approved on September 25, 2000. The
time for appealing the Circuit Court's order has not yet expired.

Certain Antitrust Actions. In June 1999, two purported class action
antitrust lawsuits were filed in the United States District Court for the
Eastern District of Michigan against Delta, US Airways, Inc., Northwest
Airlines, Inc. and the Airlines Reporting Corporation, an airline-owned company
that operates a centralized clearinghouse for travel agents to report and
account for airline ticket sales.

In the first case, the plaintiffs allege, among other things: (1) that
the defendants and certain other airlines conspired with Delta in violation of
Section 1 of the Sherman Act to restrain competition and assist Delta in fixing
and maintaining anti-competitive prices for air passenger service to and from
its Atlanta and Cincinnati hubs; and (2) that Delta violated Section 2 of the
Sherman Act by exercising monopoly power to establish such prices in an
anti-competitive or exclusionary manner. The complaint asserts that, for
purposes of plaintiffs' damages claims, the purported plaintiff class consists
of all persons who purchased a Delta full-fare ticket from June 11, 1995 to the
present on routes (1) that start or end at Delta's hubs in Atlanta or
Cincinnati; (2) on which Delta has over a 50% market share; (3) that are longer
than 150 miles; and (4) that have total annual traffic of over 30,000
passengers.

In the second case, the plaintiffs assert similar allegations and
claims under Sections 1 and 2 of the Sherman Act with respect to US Airways'
pricing practices at its Pittsburgh and Charlotte hubs ("US Airways Hubs"). The
complaint asserts, among other things, that Delta,

12
<PAGE> 16

the other defendants and certain other airlines conspired with US Airways to
restrain competition and assist US Airways in fixing and maintaining prices for
air passenger service to and from the US Airways Hubs.

In both cases, plaintiffs have requested a jury trial, and are seeking
injunctive relief; costs and attorneys' fees; unspecified damages, to be trebled
under the antitrust laws; and such further relief as the District Court deems
appropriate. Delta believes that the claims asserted against it in these cases
are without merit, and it intends to defend these lawsuits vigorously.

Pilot Retirement Benefits Lawsuit. In March 2000, four retired Delta
pilots filed a purported class action lawsuit against Delta and the Delta Pilots
Retirement Plan (the "Retirement Plan") in the United States District Court for
the District of Oregon. The plaintiffs, who are seeking unspecified damages,
claim that the calculation of their retirement benefits violated the terms of
the Retirement Plan and various Internal Revenue Code provisions. The plaintiffs
seek to represent a class consisting of certain groups of retired and active
Delta pilots. The District Court recently granted Delta's motion to transfer the
case to the United States District Court for the Northern District of Georgia.
Delta believes this lawsuit is without merit, and it intends to defend this
matter vigorously.

Other Matters. Delta is a defendant in certain other legal actions
relating to alleged employment discrimination practices, antitrust matters,
environmental issues and other matters concerning Delta's business. Although the
ultimate outcome of these matters cannot be predicted with certainty, management
believes that the resolution of these actions is not likely to have a material
adverse effect on Delta's consolidated financial statements.

For a discussion of certain environmental matters, see "ITEM 1.
Business - Environmental Matters" on page 8 of this Form 10-K.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

13
<PAGE> 17

EXECUTIVE OFFICERS OF THE REGISTRANT

Certain information concerning Delta's executive officers follows.
Unless otherwise indicated, all positions shown are with Delta. There are no
family relationships between any of Delta's executive officers.

Leo F. Mullin Chairman of the Board and Chief Executive Officer,
January 28, 2000 to date;* Chairman of the Board,
President and Chief Executive Officer, October 28,
1999 to January 27, 2000; President and Chief
Executive Officer, August 14, 1997 to October 27,
1999. Mr. Mullin was Vice Chairman of Unicom
Corporation and its principal subsidiary,
Commonwealth Edison Company, from 1995 through
August 13, 1997. He was an executive of First
Chicago Corporation from 1981 to 1995, serving as
that company's President and Chief Operating Officer
from 1993 to 1995, and as Chairman and Chief
Executive Officer of American National Bank, a
subsidiary of First Chicago Corporation, from 1991
to 1993. Age 57.

Malcolm B. Armstrong Executive Vice President - Operations, October 1998
to date; Vice President - Corporate Safety and
Compliance, June 1997 through September 1998. Mr.
Armstrong was Vice President - Corporate Safety and
Compliance of US Airways, Inc. from July 1995 to
June 1997. He served as a Lieutenant General in the
United States Air Force from May 1992 to June 1995.
Age 58.

M. Michele Burns Executive Vice President and Chief Financial
Officer, August 9, 2000 to date; Senior Vice
President - Finance and Treasurer, February 2000 to
August 8, 2000; Vice President - Finance and
Treasurer, September 1999 to February 2000; Vice
President - Corporate Tax, January 1999 to September
1999. Ms. Burns was a partner at Arthur Andersen LLP
from 1991 to January 1999. Age 42.

Robert L. Colman Executive Vice President - Human Resources, October
1998 to date. Mr. Colman was Vice President - Human
Resources for General Electric Aircraft Engines
Business from October 1993 to October 1998. Age 55.

-------------
Effective January 28, 2000, Mr. Mullin's title was simplified at his
request by deleting the word "President." Mr. Mullin continues to have all the
powers of President as provided in Delta's by-laws.

14
<PAGE> 18

Vicki B. Escarra Executive Vice President - Customer Service, July
1998 to date; Senior Vice President - Airport
Customer Service, November 1996 through June 1998;
Vice President - Airport Customer Service, August
1996 through October 1996; Vice President -
Reservation Sales and Distribution Planning, May
1996 through July 1996; Vice President - Reservation
Sales, November 1994 to May 1996; Director -
Reservations Sales, October 1994 to November 1994.
Age 48.

Frederick W. Reid Executive Vice President and Chief Marketing
Officer, July 1998 to date. Mr. Reid was an
executive of Lufthansa German Airlines from 1991 to
June 1998, serving as President and Chief Operating
Officer from April 1997 to June 1998, as Executive
Vice President from 1996 to March 1997, and as
Senior Vice President, The Americas, from 1991 to
1996. Age 50.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Information required by this item is set forth under "Common Stock",
"Number of Shareowners" and "Market Prices and Dividends" on page 56 of Delta's
2000 Annual Report to Shareowners, and is incorporated herein by reference.

Under the Delta Air Lines, Inc. Directors' Deferred Compensation Plan
("Plan"), members of the Company's Board of Directors may defer for a specified
period all or any part of their cash compensation earned as a director. A
participating director may choose an investment return on the deferred amount
from the investment return choices available under the Delta Family-Care
Savings Plan, a qualified defined contribution pension plan for eligible Delta
personnel. One of the investment return choices under the Delta Family-Care
Savings Plan that a participating director may select is a fund invested
primarily in Delta's common stock ("Delta Common Stock Fund"). During the
quarter ended June 30, 2000, participants in the Plan deferred $20,300 in the
Delta Common Stock Fund investment return choice (equivalent to 390 shares of
Delta common stock at prevailing market prices). These transactions were not
registered under the Securities Act of 1933, as amended, in reliance on Section
4(2) of that Act.

ITEM 6. SELECTED FINANCIAL DATA

Information required by this item is set forth on pages 54-55 of
Delta's 2000 Annual Report to Shareowners, and is incorporated herein by
reference.

15
<PAGE> 19

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Information required by this item is set forth on pages 26-32 of
Delta's 2000 Annual Report to Shareowners, and is incorporated herein by
reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information required by this item is set forth under "Market Risks
Associated With Financial Instruments" on pages 31-32, and in Notes 2 and 4 of
the Notes to the Consolidated Financial Statements on pages 39-41 and pages
41-42, respectively, of Delta's 2000 Annual Report to Shareowners, and is
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required by this item is set forth on pages 33-52, and in
"Report of Independent Public Accountants" on page 53, of Delta's 2000 Annual
Report to Shareowners, and is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required by this item is set forth under "Certain
Information About Nominees" on pages 3-5, and under "Section 16 Beneficial
Ownership Reporting Compliance" on page 12, of Delta's Proxy Statement dated
September 15, 2000, and is incorporated herein by reference. Certain
information regarding executive officers is contained in Part I of this Form
10-K.

ITEM 11. EXECUTIVE COMPENSATION

Information required by this item is set forth under "Compensation of
Directors" on pages 6-7, under "Compensation Committee Interlocks and Insider
Participation" on page 7, and on pages 17-23, of Delta's Proxy Statement dated
September 15, 2000, and is incorporated herein by reference.

16
<PAGE> 20

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required by this item is set forth under "Beneficial
Ownership of Securities" on pages 10-12 of Delta's Proxy Statement dated
September 15, 2000, and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not applicable.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1), (2). The financial statements and schedule required by this item are
listed in the Index to Consolidated Financial Statements and Schedule on page
20 of this Form 10-K.

(3). The exhibits required by this item are listed in the Exhibit
Index on page 25 of this Form 10-K. The management contracts and compensatory
plans or arrangements required to be filed as an exhibit to this Form 10-K are
listed as Exhibits 10.3 to 10.18 in the Exhibit Index.

(b). During the quarter ended June 30, 2000, Delta did not file any Current
Reports on Form 8-K. Subsequent to June 30, 2000, Delta filed a Current Report
on Form 8-K dated July 13, 2000, reporting that Delta's Board of Directors had
approved a change of Delta's fiscal year end from June 30 to December 31,
effective December 31, 2000.

17
<PAGE> 21

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on the 27th day of
September, 2000.

DELTA AIR LINES, INC.

By: /s/ Leo F. Mullin
-----------------------------------
Leo F. Mullin
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on the 27th day of September, 2000 by the
following persons on behalf of the registrant and in the capacities indicated.

Signature Title

Edwin L. Artzt* Director
----------------------------
Edwin L. Artzt

James L. Broadhead* Director
----------------------------
James L. Broadhead

Edward H. Budd* Director
----------------------------
Edward H. Budd

M. Michele Burns Executive Vice President and
---------------------------- Chief Financial Officer
M. Michele Burns (Principal Financial Officer and
Principal Accounting Officer)

R. Eugene Cartledge* Director
----------------------------
R. Eugene Cartledge

18
<PAGE> 22

Signature Title

Mary Johnston Evans* Director
----------------------------
Mary Johnston Evans

George M. C. Fisher* Director
----------------------------
George M. C. Fisher

David R. Goode* Director
----------------------------
David R. Goode

Gerald Grinstein* Director
----------------------------
Gerald Grinstein

/s/ Leo F. Mullin Chairman of the Board and Chief
---------------------------- Executive Officer
Leo F. Mullin (Principal Executive Officer)

Andrew J. Young* Director
----------------------------
Andrew J. Young

*By: /s/ Leo F. Mullin Attorney-In-Fact
-----------------
Leo F. Mullin

19
<PAGE> 23

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS - Incorporated herein by reference to
"Report of Independent Public Accountants" on page 53 of Delta's 2000 Annual
Report to Shareowners

FINANCIAL STATEMENTS - All of which are incorporated herein by reference to
Delta's 2000 Annual Report to Shareowners:

Consolidated Statements of Income for the years ended June 30, 2000, 1999 and
1998

Consolidated Balance Sheets - June 30, 2000 and 1999

Consolidated Statements of Cash Flows for the years ended June 30, 2000, 1999
and 1998

Consolidated Statements of Shareowners' Equity for the years ended June 30,
2000, 1999 and 1998

Notes to the Consolidated Financial Statements - June 30, 2000, 1999 and 1998

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE

SCHEDULE SUPPORTING FINANCIAL STATEMENTS:

<TABLE>
<CAPTION>
Schedule
Number
--------

<S> <C>
II Valuation and Qualifying Accounts for the years ended June 30,
2000, 1999 and 1998
</TABLE>

All other schedules have been omitted as not applicable.

20
<PAGE> 24

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE

To Delta Air Lines, Inc.:

We have audited, in accordance with auditing standards generally accepted in
the United States, the consolidated financial statements included in Delta Air
Lines, Inc.'s annual report to shareowners incorporated by reference in this
Form 10-K and have issued our report thereon dated August 11, 2000. Our audits
were made for the purpose of forming an opinion on those statements taken as a
whole. The schedule listed in the accompanying index is the responsibility of
the Company's management, is presented for purposes of complying with the
Securities and Exchange Commission's rules, and is not part of the basic
financial statements. The schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic consolidated financial statements
taken as a whole.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
August 11, 2000

21
<PAGE> 25

SCHEDULE II

DELTA AIR LINES, INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED JUNE 30, 2000

(Amounts in Millions)

<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E

Additions
----------------------------
Balance at Charged to Charged to Other Balance at
Beginning of Costs and Accounts- Deductions- End of
Description Period Expenses Describe Describe Period
----------- ------------ ---------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
DEDUCTION (INCREASE) IN THE
BALANCE SHEET FROM THE ASSET TO
WHICH IT APPLIES:

Allowance for uncollectible accounts receivable: $ 30 $ 15 - $ 11(a) $ 34

Allowance for unrealized gains on marketable equity
securities: $(243) - (3)(b) $179(c) $(67)

Reserve for restructuring and other nonrecurring charges: $ 26 $ 19 - $ 7(d) $ 38
</TABLE>

(a) Represents write-off of accounts considered to be uncollectible, less
collections.

(b) Represents decrease in unrealized gain resulting from changes in market
values.

(d) Represents payments made against restructuring charges.

22
<PAGE> 26

SCHEDULE II

DELTA AIR LINES, INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED JUNE 30, 1999

(Amounts in Millions)

<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E

Additions
------------------------------
Balance at Charged to Charged to Other Balance at
Beginning of Costs and Accounts- Deductions- End of
Description Period Expenses Describe Describe Period
----------- ------------ ------------ ----------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
DEDUCTION (INCREASE) IN THE
BALANCE SHEET FROM THE ASSET TO
WHICH IT APPLIES:

Allowance for uncollectible accounts receivable: $ 36 $ 19 - $ 25(a) $ 30

Allowance for unrealized gains on marketable equity
securities: $(144) - $(99)(b) - $(243)

Reserve for restructuring and other nonrecurring
charges: $ 36 - - $ 10(c) $ 26
</TABLE>

(a) Represents write-off of accounts considered to be uncollectible, less
collections.

(b) Represents increase in unrealized gain resulting from changes in market
values.

23
<PAGE> 27

SCHEDULE II

DELTA AIR LINES, INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED JUNE 30, 1998

(Amounts in Millions)

<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E

Additions
------------------------------
Balance at Charged to Charged to Other Balance at
Beginning of Costs and Accounts- Deductions- End of
Description Period Expenses Describe Describe Period
----------- ------------ ---------- ----------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
DEDUCTION (INCREASE) IN THE
BALANCE SHEET FROM THE ASSET TO
WHICH IT APPLIES:

Allowance for uncollectible accounts receivable: $ 48 $ 23 - $ 35(a) $ 36

Allowance for unrealized gains on marketable equity
securities: $(166) - - $ 22(b) $(144)

Reserve for restructuring and other nonrecurring
charges: $ 88 - - $ 52(c) $ 36
</TABLE>

(a) Represents write-off of accounts considered to be uncollectible, less
collections.

(b) Represents decrease in unrealized gain resulting from changes in market
values.

24
<PAGE> 28

EXHIBIT INDEX

3.1. Delta's Certificate of Incorporation (Filed as Exhibit 3.1 to
Delta's Quarterly Report on Form 10-Q for the quarter ended September 30,
1998).*

3.2. Delta's By-Laws.

4.1. Rights Agreement dated as of October 24, 1996, between Delta
and First Chicago Trust Company of New York, as Rights Agent, as amended by
Amendment No. 1 thereto dated as of July 22, 1999 (Filed as Exhibit 1 to
Delta's Form 8-A/A Registration Statement dated November 4, 1996, and Exhibit 3
to Delta's Amendment No. 1 to Form 8-A/A Registration Statement dated July 30,
1999).*

4.2. Certificate of Designations, Preferences and Rights of Series
B ESOP Convertible Preferred Stock and Series D Junior Participating Preferred
Stock (Filed as part of Exhibit 3.1 of this Form 10-K).

4.3. Indenture dated as of March 1, 1983, between Delta and The
Citizens and Southern National Bank, as trustee, as supplemented by the First
and Second Supplemental Indentures thereto dated as of January 27, 1986 and May
26, 1989, respectively (Filed as Exhibit 4 to Delta's Registration Statement on
Form S-3 (Registration No. 2-82412), Exhibit 4(b) to Delta's Registration
Statement on Form S-3 (Registration No. 33-2972), and Exhibit 4.5 to Delta's
Annual Report on Form 10-K for the year ended June 30, 1989).*

4.4. Third Supplemental Indenture dated as of August 10, 1998,
between Delta and The Bank of New York, as successor trustee, to the Indenture
dated as of March 1, 1983, as supplemented, between Delta and The Citizens and
Southern National Bank of Florida, as predecessor trustee (Filed as Exhibit 4.5
to Delta's Annual Report on Form 10-K for the year ended June 30, 1998).*

4.5. Indenture dated as of April 30, 1990, between Delta and The
Citizens and Southern National Bank of Florida, as trustee (Filed as Exhibit
4(a) to Amendment No. 1 to Delta's Registration Statement on Form S-3
(Registration No. 33-34523)).*

4.6. First Supplemental Indenture dated as of August 10, 1998,
between Delta and The Bank of New York, as successor trustee, to the Indenture
dated as of April 30, 1990, between Delta and The Citizens and Southern
National Bank of Florida, as predecessor trustee (Filed as Exhibit 4.7 to
Delta's Annual Report on Form 10-K for the year ended June 30, 1998).*

4.7. Indenture dated as of May 1, 1991, between Delta and The
Citizens and Southern National Bank of Florida, as Trustee (Filed as Exhibit 4
to Delta's Registration Statement on Form S-3 (Registration No. 33-40190)).*

4.8. Credit Agreement dated as of May 2, 1997, by and among Delta,
Certain Banks and NationsBank, N.A. (South), as Agent Bank (Filed as Exhibit
4.7 to Delta's Annual Report on Form 10-K for the year ended June 30, 1997).*

25
<PAGE> 29

4.9. Note Purchase Agreement dated February 22, 1990, among the
Delta Family-Care Savings Plan, as Issuer, Delta, as Guarantor, and Various
Lenders relating to the Guaranteed Serial ESOP Notes (Filed as Exhibit 10 to
Delta's Current Report on Form 8-K dated April 25, 1990).*

4.10. Amendment No. 1 dated July 27, 1999, to the Note Purchase
Agreement dated February 22, 1990, among the Delta Family-Care Savings Plan, as
Issuer, Delta, as Guarantor, and Various Lenders relating to the Guaranteed
Serial ESOP Notes (Filed as Exhibit 4.11 to Delta's Annual Report on Form 10-K
for the year ended June 30, 1999).*

4.11. Indenture of Trust dated as of August 1, 1993, among Delta,
Fidelity Management Trust Company, as ESOP Trustee, and Wilmington Trust
Company, as Trustee, relating to the Guaranteed Serial ESOP Notes (Filed as
Exhibit 4.12 to Delta's Annual Report on Form 10-K for the year ended June 30,
1993).*

4.12. Indenture dated as of December 14, 1999, between Delta and
The Bank of New York, as Trustee, relating to $500 million of 7.70% Notes due
2005, $500 million of 7.90% Notes due 2009 and $1 billion of 8.30% Notes due
2029. (Filed as Exhibit 4.2 to Delta's Registration Statement on Form S-4
(Registration No. 333-94991)).*

4.13. Credit Agreement dated as of March 22, 1999, among Delta,
Certain Banks, Citibank, N.A., as Syndication Agent, and The Chase Manhattan
Bank, as Administrative Agent (Filed as Exhibit (a)(4) to Delta's Amendment No.
1 to Schedule 13E-3/A dated April 15, 1999).*

Delta is not filing any other instruments evidencing any indebtedness
because the total amount of securities authorized under any single such
instrument does not exceed 10% of the total assets of Delta and its
subsidiaries on a consolidated basis. Copies of such instruments will be
furnished to the Securities and Exchange Commission upon request.

10.1. Stock Purchase Agreement dated July 10, 1989, between Delta
and Swissair, Swiss Air Transport Company Ltd. (Filed as Exhibit 10.2 to
Delta's Current Report on Form 8-K dated July 24, 1989).*

10.2. Sixth Amended and Restated Limited Partnership Agreement of
WORLDSPAN, L.P. dated as of April 30, 1993 (Filed as Exhibit 10.6 to Delta's
Annual Report on Form 10-K for the year ended June 30, 1993).*

10.3. Delta's Incentive Compensation Plan, as amended (Filed as
Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997).*

10.4. Delta's 1989 Stock Incentive Plan, as amended (Filed as
Appendix A to Delta's Proxy Statement dated September 15, 1997).*

10.5. Prior Form of Non-Qualified Stock Option Award Agreement,
dated January 25, 1996, under Delta's 1989 Stock Incentive Plan (Filed as
Exhibit 10.17 to Delta's Annual Report on Form 10-K for the year ended June 30,
1996).*

10.6. Current Form of Non-Qualified Stock Option Award Agreement
under Delta's 1989 Stock Incentive Plan.

26
<PAGE> 30

10.7. Form of Performance-Based Restricted Stock Award Agreement
under Delta's 1989 Stock Incentive Plan.

10.8. Delta's Executive Deferred Compensation Plan, as amended
(Filed as Exhibit 10.2 to Delta's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997).*

10.9. Directors' Deferred Compensation Plan (Filed as Exhibit 10.12
to Delta's Annual Report on Form 10-K for the year ended June 30, 1996).*

10.10. Directors' Charitable Award Program (Filed as Exhibit 10.3 to
Delta's Quarterly Report on Form 10-Q for the quarter ended September 30,
1997).*

10.11. 1991 Delta Excess Benefit Plan, The Delta Supplemental Excess
Benefit Plan and Form of Senior Officer Excess Benefit Plan Agreement (Filed as
Exhibit 10.18 to Delta's Annual Report on Form 10-K for the year ended June 30,
1992, and Exhibit 10.17 to Delta's Annual Report on Form 10-K for the year
ended June 30, 1998).*

10.12. Delta's Non-employee Directors' Stock Plan (Filed as Exhibit
4.5 to Delta's Registration Statement on Form S-8 (Registration No.
33-65391)).*

10.13. Delta's Non-employee Directors' Stock Option Plan and Form of
Award Agreement dated October 22, 1998 (Filed as Exhibit 10 to Delta's
Quarterly Report on Form 10-Q for the quarter ended December 31, 1998).*

10.14. Forms of Executive Retention Protection Agreements for
Certain Officers (Filed as Exhibit 10.16 of Delta's Annual Report on Form 10-K
for the year ended June 30, 1997).*

10.15. Employment Agreement dated as of August 14, 1997, between
Delta and Leo F. Mullin (Filed as Exhibit 10.1 to Delta's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1997).*

10.16. Non-Qualified Stock Option Award Agreement dated October 27,
1999, between Delta and Leo F. Mullin under Delta's 1989 Stock Incentive Plan.

10.17. Employment Agreement dated June 5, 1998, between Delta and
Frederick W. Reid (Filed as Exhibit 10.20 to Delta's Annual Report on Form 10-K
for the year ended June 30, 1998).*

10.18. Employment Agreement dated September 17, 1998, between Delta
and Robert L. Colman (Filed as Exhibit 10 to Delta's Quarterly Report on Form
10-Q for the quarter ended September 30, 1998).*

10.19. Purchase Agreement No. 2022 between The Boeing Company and
Delta relating to Boeing Model 737-632/-732/-832 Aircraft (Filed as Exhibit
10.3 to Delta's Quarterly Report on Form 10-Q for the quarter ended March 31,
1998).*/**

27
<PAGE> 31

10.20. Purchase Agreement No. 2025 between The Boeing Company and
Delta relating to Boeing Model 767-432ER Aircraft (Filed as Exhibit 10.4 to
Delta's Quarterly Report on Form 10-Q for the quarter ended March 31,
1998).*/**

10.21. Letter Agreements related to Purchase Agreements No. 2022
and/or No. 2025 between The Boeing Company and Delta (Filed as Exhibit 10.5 to
Delta's Quarterly Report on Form 10-Q for the quarter ended March 31,
1998).*/**

10.22. Aircraft General Terms Agreement between The Boeing Company
and Delta (Filed as Exhibit 10.6 to Delta's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998).*/**

10.23. Agreement dated April 29, 1996, between Delta and The Air
Line Pilots in the service of Delta as represented by the Air Line Pilots
Association, International (Filed as Exhibit 10 to Delta's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1996).*

12. Statement regarding computation of ratio of earnings to fixed
charges for the years ended June 30, 2000, 1999, 1998, 1997 and 1996.

13. Portions of Delta's 2000 Annual Report to Shareowners.

23. Consent of Arthur Andersen LLP.

24. Powers of Attorney.

27. Financial Data Schedule.

----------------------------
*Incorporated herein by reference
**Portions of this exhibit have been omitted and filed separately with the
Securities and Exchange Commission pursuant to Delta's request for confidential
treatment.