<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, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period from ___________ to ___________
COMMISSION FILE NO. 1-5424
A. Full title of the plan and address of the plan if different from that
of the issuer named below:
DELTA FAMILY-CARE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
DELTA AIR LINES, INC.
P.O. Box 20706
Atlanta, Georgia 30320-6001
<PAGE> 2
DELTA FAMILY-CARE SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
JUNE 30, 2000 AND 1999
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits--June 30, 2000
Statement of Net Assets Available for Benefits--June 30, 1999
Statement of Changes in Net Assets Available for Benefits for the Year
Ended June 30, 2000
Statement of Changes in Net Assets Available for Benefits for the Year
Ended June 30, 1999
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Schedule H, Line 4i--Assets Held for Investment
Purposes--June 30, 2000
Schedule II: Schedule H, Line 4j--Reportable Transactions for the
Year Ended June 30, 2000
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<PAGE> 3
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, 2000 and 1999 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 the schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our 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, 2000 and 1999 and the changes in its net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions 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 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.
Atlanta, Georgia
October 16, 2000
-3-
<PAGE> 4
DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 2000
(IN THOUSANDS)
<TABLE>
<CAPTION>
NONPARTICIPANT-DIRECTED PARTICIPANT-
ALLOCATED UNALLOCATED DIRECTED TOTAL
--------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
ASSETS:
Investments (Note 3) $510,076 $ 324,266 $4,521,016 $5,355,358
-------- --------- ---------- ----------
Receivables:
Employer contributions 10,901 -- 3,533 14,434
Interest and dividends 16 81 -- 97
-------- --------- ---------- ----------
Total receivables 10,917 81 3,533 14,531
-------- --------- ---------- ----------
Total assets 520,993 324,347 4,524,549 5,369,889
LIABILITIES:
ESOP notes:
Principal--current -- 23,223 -- 23,223
Principal--noncurrent -- 316,267 -- 316,267
Interest -- 27,267 -- 27,267
Other payables 6,493 -- -- 6,493
-------- --------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $514,500 $ (42,410) $4,524,549 $4,996,639
======== ========= ========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
-4-
<PAGE> 5
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 -- 3,562 13,316
Interest and dividends -- 61 -- 61
-------- --------- ---------- ----------
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--current -- 20,635 -- 20,635
Principal--noncurrent -- 339,490 -- 339,490
Interest -- 28,765 -- 28,765
Other payables -- -- -- --
-------- --------- ---------- ----------
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.
- 5 -
<PAGE> 6
DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 2000
(IN THOUSANDS)
<TABLE>
<CAPTION>
NONPARTICIPANT-DIRECTED
---------------------------- PARTICIPANT-
ALLOCATED UNALLOCATED DIRECTED TOTAL
--------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
CONTRIBUTIONS:
Participant $ -- $ -- $ 290,651 $ 290,651
Employer 27,547 26,545 13,738 67,830
INVESTMENT INCOME:
Net (depreciation) appreciation in fair value
of investments (64,520) (46,972) 223,228 111,736
Interest and dividends 13,069 15,856 225,244 254,169
TRANSFERS FROM UNALLOCATED TO ALLOCATED 23,266 (23,266) -- --
BENEFITS PAID TO PARTICIPANTS (13,172) -- (183,484) (196,656)
INTERFUND TRANSFERS (1,577) -- 1,577 --
ADMINISTRATIVE EXPENSES (25) -- (1,443) (1,468)
INTEREST EXPENSE ON ESOP NOTES -- (27,267) -- (27,267)
--------- -------- ----------- -----------
NET INCREASE (DECREASE) (15,412) (55,104) 569,511 498,995
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 529,912 12,694 3,955,038 4,497,644
--------- -------- ----------- -----------
End of year $ 514,500 $(42,410) $ 4,524,549 $ 4,996,639
========= ======== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
- 6 -
<PAGE> 7
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 $ -- $ -- $ 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) -- --
TRANSFERS FROM MERGED PLAN -- -- 94,847 94,847
BENEFITS PAID TO PARTICIPANTS (9,628) -- (111,157) (120,785)
ADMINISTRATIVE EXPENSES (35) -- (1,366) (1,401)
INTEREST EXPENSE ON ESOP NOTES -- (28,765) -- (28,765)
OTHER (275) -- 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.
-7-
<PAGE> 8
DELTA FAMILY-CARE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
JUNE 30, 2000 AND 1999
1. DESCRIPTION OF PLAN
The following description of the Delta Family-Care Savings Plan (the
"Plan") provides only general information. Participants should refer
to the plan document for a complete description of the Plan's
provisions.
The Plan is a defined contribution plan established by Delta Air
Lines, Inc. (the "Company" or "Delta"). Substantially all 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.
Effective October 1, 1999, the eligibility waiting period was
eliminated for purposes of making elective deferrals. Participation
may begin on the first day of the first pay period following
eligibility. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"). The Plan is intended
to qualify under Section 404(c) of ERISA.
On January 1, 1999, the Delta Technology, Inc. Savings Plan (the "DT
Plan") was merged into the Plan. Delta Technology, Inc. ("Delta
Technology") is a wholly owned subsidiary of Delta. On the date of the
merger, participants of the DT Plan became participants in the Plan.
Eligibility thereafter for Delta Technology employees is determined
under the provisions 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.
Eligible U.S.-based nonpilot participants who are not highly
compensated employees may contribute up to 23% of eligible earnings to
the Plan. Puerto Rico-based employees and Delta Technology
participants may contribute up to 10% and 18%, respectively, of
eligible earnings. Effective March 1, 1999, the deferral percentage
for eligible nonpilot participants who are highly compensated
employees was increased to 13% from 12%. Pilot personnel may
contribute up to 10% of eligible earnings to the Plan. Contributions
are subject to the limits under Section 402(g) of the Internal Revenue
Code (the "Code").
After the employee has completed twelve months of service, Delta
contributes $.50 to a participant's account for every $1 contributed
by the participant, up to 2% of the participant's annual earnings, as
defined in the plan document.
The first $1,500 ($1,450 in 1999 and increased by $50 per plan year)
of Delta's matching contributions (the "Annual Cap") to a
participant's account is invested in the Delta Preferred Stock Fund,
which consists of both Delta Series B ESOP Convertible Preferred Stock
("Preferred Stock") and Delta Common Stock ("Common Stock"). The
remainder, if any, of Delta's contributions to a participant's account
during a plan year will be allocated among investment options (Note 2)
in the same proportion as the participant directs for his/her own
contributions. However, Delta's matching contributions in excess of
the Annual Cap shall be made in Common Stock for noncollectively
bargained, highly compensated employees, as determined under the Code,
as amended.
- 8 -
<PAGE> 9
Delta Technology participants receive an additional annual
contribution. In plan year 1999, the additional contribution was equal
to 3% of their annual salary. The additional annual contribution was
increased to 5% of their annual salary for plan year 2000 and future
years.
VESTING
Delta participants are immediately vested in all contributions to
their accounts plus actual earnings thereon. Delta Technology
participants are immediately vested in contributions to their accounts
with the exception of the additional annual contribution they receive,
which vests ratably over a three-year period. Forfeitures from the
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 administrative expenses on a per participant
basis. 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 beneficiary.
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, at the participant's election, in Common Stock when
distribution of the non-ESOP portion of the account begins.
While employed, a participant may elect to withdraw all after-tax
contributions, pre-1989 matching contributions, and the earnings
thereon. Under certain hardship circumstances, a participant may also
make an in-service withdrawal of 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
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 9.00% and 10.75%
during the 2000 and 1999 plan years.
2. INVESTMENT OPTIONS
The investment options available to participants 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.
-9-
<PAGE> 10
Accounts are limited to 30 investment options at any time, and 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
accounting principles generally accepted in the United States requires
plan management to use estimates and assumptions that affect the
accompanying financial statements and disclosures. Actual results
could differ from these estimates.
INVESTMENTS
Investments, except for investment contracts and Preferred Stock, are
stated at market value determined from the publicly stated price
information at the end of each day. The Preferred Stock is stated at
fair value, which is determined based on the greater of (a) the market
price of the Delta Common Stock into which each preferred share is
convertible and (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, 2000 and 1999 was approximately
$508,283,000 and $638,400,000, respectively. The average yields for
the investment contracts for the years ending June 30, 2000 and 1999
were 6.44% and 6.63%, respectively. The weighted average crediting
rates for the investment contracts for the years ending June 30, 2000
and 1999 were 6.46% and 6.20%, 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,
2000, the fair value of the underlying assets of the synthetic GICs
and the value of the related wrapper contracts were $364,602,000 and
$4,972,000, respectively.
The fair values of individual investments that represent 5% or more of
the Plan's total net assets at June 30, 2000 and 1999 and the
applicable number of shares are separately identified as follows
(dollars in thousands):
-10-
<PAGE> 11
<TABLE>
<CAPTION>
NUMBER OF FAIR
SHARES VALUE
--------- ---------
<S> <C> <C>
2000:
Fidelity Magellan Fund 2,346,005 $ 315,842
Fidelity Contrafund 5,698,473 329,030
Fidelity U.S. Equity Index Commingled Fund 8,757,054 367,008
Delta Common Stock 7,995,255* 404,260*
Delta Preferred Stock 6,455,371** 560,262**
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**
</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 gains (losses) from the sale of investments.
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.
During the years ended June 30, 2000 and 1999, the Plan's investments
appreciated (depreciated) in fair value as follows (in thousands):
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Mutual funds $ 202,449 $ 234,429
Delta Common Stock (52,081) (11,062)
Delta Preferred Stock (78,916) (109,049)
Commingled funds 40,284 133,685
---------- ----------
$ 111,736 $ 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 as of June 30, 2000 and 1999 (in thousands):
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Investments:
Delta Common Stock $ 245,686 $ 251,060
Delta Preferred Stock 560,262 647,493
Money market fund 28,394 23,128
---------- ----------
$ 834,342 $ 921,681
========== ==========
</TABLE>
-11-
<PAGE> 12
ADMINISTRATIVE EXPENSES
Certain administrative functions of the Plan are performed by officers
or employees of Delta. No such officer or employee receives
compensation from the Plan. All other administrative expenses of the
Plan 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, 2000, 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
Although it has not expressed any intent to do so, Delta has the right
under the Plan to discontinue its contributions at any time and to
amend or terminate the Plan subject to the provisions of ERISA. In the
event of plan termination, participants will become 100% vested in
their accounts.
6. EMPLOYEE STOCK OWNERSHIP PLAN
The Plan includes a leveraged employee stock ownership plan ("ESOP").
In connection with the establishment of the ESOP in 1989, Delta sold
6,944,450 shares of Preferred Stock to the ESOP trustee for $72 per
share, or approximately $500 million. The ESOP trustee initially
financed this purchase by borrowing $493 million from Delta and
approximately $7 million from a bank. The unallocated shares of
Preferred Stock are pledged as security on the ESOP notes.
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). Therefore, the Company is obligated to make annual
contributions sufficient to fund principal and interest payments on
the ESOP notes.
Each share of Preferred Stock has a stated value of $72; bears an
annual cumulative cash dividend of 6.00%, or $4.32; is convertible
into 1.7155 shares of Common Stock, subject to adjustment in certain
circumstances; 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.
The number of shares of Preferred Stock released from the unallocated
account for a plan year will generally be the number of shares of
Preferred Stock held in the unallocated account multiplied by the
ratio that the amount of principal and interest paid on the ESOP
Notes, with respect to such plan year, bears to the total amount of
principal and interest remaining to be paid (including payments with
respect to such plan year). Once shares are released from the
unallocated account, they are available to be allocated to
participants' accounts quarterly as Delta matching contributions.
-12-
<PAGE> 13
The number of shares of Preferred Stock allocated to participant
accounts will be based on a value equal to the higher of $72 per share
or the market value of the shares of Preferred Stock, as defined in the
Plan. If, during the plan year, the value of the Preferred Stock
released from the unallocated account as a result of the repayment of
the ESOP Notes is less than Delta's matching contribution to the Plan
for that year, this difference will be made up by Delta through (a)
prepaying the ESOP Notes to release additional shares of Preferred
Stock, (b) contributing cash to the Plan so the 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 Preferred Stock was adjusted to change (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, 2000, 2,971,790 shares of Preferred Stock with a market
value, as defined, of approximately $257,922,000 had been allocated to
participants' accounts, and 3,483,581 shares of Preferred Stock with a
market value, as defined, of approximately $302,340,000 were held in
the unallocated account. During the plan year ended June 30, 2000,
92,237 shares of Preferred Stock were redeemed in connection with the
payment of participant benefits.
7. LONG-TERM DEBT
At June 30, 2000, the Plan's long-term debt, including current
maturities of $23,223,000, consisted of $339,490,000 aggregate
principal amount of ESOP Notes with final maturity dates ranging from
July 1, 2000 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 Notes may be prepaid at
the option of the Plan at any time in whole or in part. Delta may be
required to purchase the ESOP Notes at the option of the holders in
certain circumstances.
At June 30, 2000, 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>
2001 $ 23,223
2002 26,072
2003 29,207
2004 32,655
2005 36,449
After 2005 191,884
--------
Total $339,490
========
</TABLE>
-13-
<PAGE> 14
8. RELATED-PARTY TRANSACTIONS
Certain of the Plan's investments are shares of mutual funds,
collective trusts, or interests in cash reserve accounts managed by
Fidelity Management Trust Company (the "Trustee") or affiliates of the
Trustee. Transactions related to such investments qualify as
permissible party-in-interest transactions under ERISA. Amounts held
in such investments at June 30, 2000 are included in Schedule I. Fees
paid by the Plan to an affiliate of the Trustee for record-keeping
services totaled $1,468,000 and $1,401,000 for the years ended June
30, 2000 and 1999, respectively. Fees paid by the Plan for investment
management vary by fund and are generally reflected as a reduction in
fund appreciation (depreciation).
9. SUBSEQUENT EVENTS
Effective January 1, 2001, 46 funds will be added to the Plan as
investment options.
-14-
<PAGE> 15
SCHEDULE I
Page 1 of 8
DELTA FAMILY-CARE SAVINGS PLAN
SCHEDULE H, LINE 4I--ASSETS HELD FOR INVESTMENT PURPOSES
JUNE 30, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
-------------------------------------------------------------- --------- -------- ------------
<S> <C> <C> <C>
DELTA COMMINGLED STOCKS FUND:
* Fidelity Management Trust Company Cash Account (a) $ 252,287
Delta International Equity Pool:
* Fidelity Management & Research Company, Fidelity
Overseas Fund 817,268 (a) 37,373,682
* FMTC Select International Portfolio 1,325,923 (a) 114,002,839
Delta U.S. Equity Pool:
* Fidelity Management & Research Company, Fidelity
Magellan Fund 499,993 (a) 67,313,999
* Fidelity Management & Research Company, Fidelity
Growth and Income Portfolio 1,417,778 (a) 67,075,078
* Fidelity Management & Research Company, FMTC Select
Equity Portfolio 3,033,856 (a) 133,611,025
------------
Total 419,628,910
------------
DELTA COMMINGLED BONDS FUND:
* Fidelity Management Trust Company Cash Account (a) 166,729
* FMTC Broad Market Duration 5,448,368 (a) 94,747,118
------------
Total 94,913,847
------------
DELTA COMMON STOCK FUND:
* Fidelity Management Trust Company Cash Account (a) 1,393,643
* Delta Air Lines, Inc. common stock 3,136,201 (a) 158,574,163
* Fidelity Institutional Cash Portfolio: Money Market
Fund 1,053,789 (a) 1,053,789
------------
Total 161,021,595
------------
INSURANCE CONTRACT/STABLE VALUE FUND:
* Fidelity Management Trust Company, Short-Term
Investment Fund (a) 25,102,287
Guaranteed investment contracts:
AIG Insurance Company:
GIC-935, 7.03%, due July 2, 2001 (a) 6,568,463
Allstate Life Insurance Company:
GA-5953, 6.79%, due March 14, 2001 (a) 8,158,495
Business Men's Assurance Company:
1297, 6.03%, due June 3, 2002 (a) 5,617,575
1308, 5.41%, due June 2, 2003 (a) 5,479,969
Caisse des Depots:
BR-261-01, 6.78%, due July 2, 2001 (a) 10,000,000
BR-261-02, 5.36%, due October 15, 2003 (a) 5,053,512
Connecticut General Life Insurance Company:
GA-25230, 6.82%, due January 25, 2001 (a) 15,024,623
Jackson National Life:
G-1151-1, variable rate, due November 27, 2000 (a) 8,028,993
New York Life Insurance Company:
GA-06494-002, 6.78%, due February 20, 2003 (a) 1,006,029
Protective Life Insurance Company:
GA-1386, 7.26%, due March 16, 2001 (a) 15,828,040
Prudential Insurance Company:
GA-10009-211, 6.10%, due June 19, 2001 (a) 11,277,316
GA-10009-212, 6.15%, due June 18, 2003 (a) 5,641,286
SunAmerica Life Insurance Company
4888A, 8.39%, due August 1, 2000 (a) 7,271,572
Security Life of Denver Insurance Company:
FA0501, 6.68%, due October 31, 2000 (a) 12,526,776
</TABLE>
-15-
<PAGE> 16
SCHEDULE I
Page 2 of 8
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
------------------------------------------------------------ --------- -------- ------------
<S> <C> <C> <C>
Synthetic insurance contracts:
Deutsche Bank AG:
Arcadia 1998-C, 5.92%, due January 15, 2004 (a) $ 9,923,145
Sears 1998-2, 5.89%, due October 15, 2004 (a) 6,961,649
Discover 98-6, 5.50%, due July 15, 2003 (a) 2,973,105
Wrapper contract (a) 584,726
Massachusetts Mutual Life Insurance Co.:
Separate Account B8 (a) 9,398,970
Monumental Life Insurance Co.:
First Union, FULB 97-C1 A1 (a) 7,004,822
Home Ownership Fund Corp 1, HOFC 97-1 A (a) 6,806,520
EquiCredit, EQCC 99-1 A3F (a) 6,806,065
Discover Card Trust, DCMT 99-4 A (a) 5,880,378
World Omni Auto Rec. Trust, WOLS 97-A A4 (a) 3,958,292
Premier Auto Master Trust, PRAT 98-5 A4 (a) 3,890,688
GMAC Comm. Mortgage Sec. Inc., GMACC 96-C1 A2A (a) 3,475,896
AMERESCO, AMRES 97-1 A5 (a) 3,002,214
Copel Capital Funding, COPEL 97-A A4 (a) 2,991,711
PNC Student Loan, PNCSL 97-2 A6 (a) 2,799,849
Merrill Lynch Mortgage Inv., MLMI, 97-C1 A1 (a) 2,767,794
Midland Funding Corp., MIDL 96-C1 A1 (a) 2,616,595
Money Store, TMSHI 97-1 A 3 (a) 2,002,120
Wrapper contract (a) 978,148
Monumental Life Insurance Co.:
Premier 98-4, 5.74%, July 9, 2001 (a) 6,292,383
Americredit 97-A, 6.46%, June 12, 2001 (a) 1,687,589
Citibank CC Trust 98-1, 4.87%, January 15, 2001 (a) 5,088,819
FH 1680 PG, 6.15%, March 17, 2003 (a) 7,168,040
Wrapper contract (a) 277,992
Continental Assurance Co.:
Case Equip. Loan Trust, CELT 99-A A4 (a) 4,882,020
Citibank Credit Card Trust, CCIMT 99-1 A4 (a) 4,836,625
GOSA Mortgage Sec. Corp. II, GSMS 96-PL A1 (a) 3,105,358
Wrapper contract (a) 622,619
State Street Bank and Trust Co.:
Premier 98-3, 5.15%, due June 10, 2002 (a) 2,976,713
Bank America MH 98-2, 6.23%, due January 12, 2004 (a) 9,717,900
CSX Rec. 1998-1, 6.09%, due June 25, 2003 (a) 7,765,500
Dayton 98-1, 5.99%, due July 25, 2003 (a) 4,839,096
Wrapper contract (a) 808,194
State Street Bank and Trust Co.:
Sears Credit Account Tr., SCAMT 97-1 A (a) 9,854,430
Bears Stern CHYPS CBO, CHYPS, 97-1A A2A (a) 6,791,625
American Express Optima Credit Card Trust, AMXCA
99-1A (a) 5,701,458
Green Tree Lease, GTLF 97-1 A4 (a) 4,975,810
Distribution Fin. Serv. Tr., DFS 99-1 A3 (a) 4,950,475
PNC Mortgage Secur. Corp., PNCMS 97-6 A2 (a) 3,200,080
Federal National Mortgage Assoc., FNMA 5.75, 02-08 (a) 2,821,875
Wrapper contract (a) 1,443,207
Union Bank of Switzerland AG:
American Express 94-2, 7.03%v, due September 17,
2001 (a) 6,583,696
FH 1499 PG CMO, 6.25%v, due July 15, 2002 (a) 9,152,560
FHLMC 1624-EA, 6.76%v, due January 15, 2001 (a) 2,379,349
Wrapper contract (a) 5,418
Union Bank of Switzerland AG:
First NBC Credit Card Master Trust, FNCC 97-1A (a) 10,627,772
FNMA DUS program, FN 375171 (a) 10,017,420
Avis AESOP Leasing LP, AESOP 97-1A A2 (a) 9,858,580
Countrywide, CCR 6.567 09-02 (a) 6,984,516
</TABLE>
-16-
<PAGE> 17
SCHEDULE I
Page 3 of 8
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
---------------------------------------------------------------- --------- --------- ------------
<S> <C> <C> <C>
American Express Optima Credit Card M.T., AMXCA
99-1 A (a) $ 6,651,701
FNMA DUS program, FN 375087 (a) 4,578,126
Wrapper contract (a) 509,039
Westdeutsche Landesbank:
ChaseAuto Tr. 98-C, 5.94%, due February 18, 2003 (a) 7,086,445
Wrapper contract (a) 107,408
Aetna Life Insurance & Annuity Company:
Aetna Separate Account #431 (a) 17,954,242
TransAmerica Life & Annuity:
76630, 6.16% (a) 12,416,245
Wrapper contract (a) 265,803
Monumental Life Insurance Company, 6.75%, open
maturity (a) 53,874,534
Wrapper contract (a) (315,297)
Chase, 6.75%, open maturity (a) 53,874,534
Wrapper contract (a) (315,297)
------------
Total 539,512,225
------------
DELTA BALANCED FUND:
* Fidelity Management Trust Company Cash Account (a) 9,754
Delta U.S. Equity Pool:
* Fidelity Management & Research Company, Fidelity
Magellan Fund 850 (a) 114,427
* Fidelity Management & Research Company, Fidelity
Growth and Income Portfolio 2,410 (a) 114,021
* Fidelity Management & Research Company, FMTC Select
Equity Portfolio 5,157 (a) 227,125
* FMTC Broad Market Duration 26,153 (a) 454,809
------------
Total 920,136
------------
DELTA CONSERVATIVE BALANCED FUND:
* Fidelity Management Trust Company Cash Account (a) 95,618
Delta U.S. Equity Pool:
* Fidelity Management & Research Company, Fidelity
Magellan Fund 22,008 (a) 2,962,874
* Fidelity Management & Research Company, Fidelity
Growth and Income Portfolio 62,405 (a) 2,952,358
* Fidelity Management & Research Company, FMTC Select
Equity Portfolio 133,537 (a) 5,880,986
* FMTC Broad Market Duration 1,855,853 (a) 32,273,284
------------
Total 44,165,120
------------
DELTA GROWTH BALANCED FUND:
* Fidelity Management Trust Company Cash Account 189,825
Delta U.S. Equity Pool:
* Fidelity Management & Research Company, Fidelity
Magellan Fund 176,656 (a) 23,783,155
* Fidelity Management & Research Company, Fidelity
Growth and Income Portfolio 500,925 (a) 23,698,740
* Fidelity Management & Research Company, FMTC Select
Equity Portfolio 1,071,912 (a) 47,206,996
* FMTC Broad Market Duration 1,601,059 (a) 27,842,422
------------
Total 122,721,138
------------
DELTA PREFERRED STOCK FUND:
* Delta Air Lines, Inc. common stock 4,859,054 188,028,202 245,685,918
* Delta Air Lines, Inc. Convertible Preferred Stock
Series B 6,455,371 480,121,788 560,261,691
* Fidelity Institutional Cash Portfolio--Money Market Fund 28,394,104 28,394,104
------------
Total 834,341,713
------------
MUTUAL AND COMMINGLED FUNDS:
* Fidelity Management & Research Company, Fidelity Asset
Manager 59,947 (a) 1,127,007
* Fidelity Management & Research Company, Fidelity Asset
Manager: Growth 68,567 (a) 1,360,373
</TABLE>
-17-
<PAGE> 18
SCHEDULE I
Page 4 of 8
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
---------------------------------------------------------------- --------- -------- ------------
<S> <C> <C> <C>
* Fidelity Management & Research Company, Fidelity Asset
Manager: Income 13,249 (a) $ 161,369
* Fidelity Management & Research Company, Fidelity
Aggressive Growth Fund 2,042,085 (a) 121,871,648
* Fidelity Management & Research Company, Fidelity
Balanced Fund 162,616 (a) 2,491,276
* Fidelity Management & Research Company, Fidelity Blue
Chip Growth Fund 291,911 (a) 18,180,215
* Fidelity Management & Research Company, Fidelity Canada
Fund 13,855 (a) 320,600
* Fidelity Management & Research Company, Fidelity
Capital & Income Fund 360,724 (a) 3,203,226
* Fidelity Management & Research Company, Fidelity
Capital Appreciation Fund 81,831 (a) 2,358,372
* Fidelity Management & Research Company, Fidelity
Contrafund 5,698,473 (a) 329,029,844
* Fidelity Management & Research Company, Fidelity
Convertible Securities Fund 35,077 (a) 944,633
* Fidelity Management & Research Company, Fidelity
Disciplined Equity Fund 43,918 (a) 1,403,190
* Fidelity Management & Research Company, Fidelity
Diversified International Fund 186,780 (a) 4,604,138
* Fidelity Management & Research Company, Fidelity
Dividend Growth Fund 990,358 (a) 30,968,499
* Fidelity Management & Research Company, Fidelity
Emerging Markets Fund 129,666 (a) 1,422,440
* Fidelity Management & Research Company, Fidelity
Equity-Income II Fund 81,704 (a) 2,114,500
* Fidelity Management & Research Company, Fidelity
Equity-Income Fund 959,661 (a) 48,338,116
* Fidelity Management & Research Company, Fidelity Europe
Capital Appreciation Fund 158,330 (a) 3,291,679
* Fidelity Management & Research Company, Fidelity Europe
Fund 100,543 (a) 3,791,463
* Fidelity Management & Research Company, Fidelity Export
& Multinational Fund 63,539 (a) 1,463,948
* Fidelity Management & Research Company, Fidelity Fifty
Fund 185,551 (a) 4,022,736
* Fidelity Management & Research Company, Fidelity France
Fund 12,322 (a) 300,945
* Fidelity Management & Research Company, Fidelity Fund 234,772 (a) 9,815,836
* Fidelity Management & Research Company, Fidelity
Germany Fund 63,234 (a) 1,205,237
* Fidelity Management & Research Company, Fidelity Global
Balanced Fund 12,141 (a) 242,581
* Fidelity Management & Research Company, Fidelity
Ginnie Mae Fund 129,076 (a) 1,346,264
* Fidelity Management & Research Company, Fidelity
Government Income Fund 75,088 (a) 711,082
* Fidelity Management & Research Company, Fidelity Growth
& Income Portfolio 3,069,317 (a) 145,209,364
* Fidelity Management & Research Company, Fidelity Growth
Company Fund 381,823 (a) 34,703,878
* Fidelity Management & Research Company, Fidelity Hong
Kong & China Fund 282,042 (a) 4,963,934
* Fidelity Management & Research Company, Fidelity
Institutional Short-Intermediate Government Portfolio 73,076 (a) 662,066
* Fidelity Management & Research Company, Fidelity
Intermediate Bond Fund 54,238 (a) 528,818
* Fidelity Management & Research Company, Fidelity
International Bond Fund 3,780 (a) 31,751
* Fidelity Management & Research Company, Fidelity
International Growth & Income Fund 31,210 (a) 896,358
</TABLE>
-18-
<PAGE> 19
SCHEDULE I
Page 5 of 8
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
--------------------------------------------------------------- --------- -------- ------------
<S> <C> <C> <C>
* Fidelity Management & Research Company, Fidelity
International Value Fund 57,348 (a) $ 1,049,473
* Fidelity Management & Research Company, Fidelity
Investment-Grade Bond Fund 167,287 (a) 1,157,627
* Fidelity Management & Research Company, Fidelity Japan
Fund 412,032 (a) 9,748,676
* Fidelity Management & Research Company, Fidelity Japan
Small Companies Fund 1,371,773 (a) 25,501,268
* Fidelity Management & Research Company, Fidelity Large
Cap Stock Fund 138,039 (a) 2,887,780
* Fidelity Management & Research Company, Fidelity Latin
America Fund 115,777 (a) 1,781,804
* Fidelity Management & Research Company, Fidelity
Low-Priced Stock Fund 237,590 (a) 5,668,901
* Fidelity Management & Research Company, Fidelity
Magellan Fund 1,646,498 (a) 221,668,005
* Fidelity Management & Research Company, Fidelity
Mid-Cap Stock Fund 930,451 (a) 23,298,485
* Fidelity Management & Research Company, Fidelity New
Markets Income Fund 78,815 (a) 916,618
* Fidelity Management & Research Company, Fidelity Nordic
Fund 199,587 (a) 6,049,470
* Fidelity Management & Research Company, Fidelity OTC
Portfolio 1,679,250 (a) 121,493,732
* Fidelity Management & Research Company, Fidelity
Overseas Fund 55,168 (a) 2,522,852
* Fidelity Management & Research Company, Fidelity
Pacific Basin Fund 977,653 (a) 24,177,361
* Fidelity Management & Research Company, Fidelity
Puritan Fund 101,419 (a) 1,910,732
* Fidelity Management & Research Company, Fidelity Real
Estate Investment Fund 100,228 (a) 1,678,819
* Fidelity Management & Research Company, Fidelity
Retirement Government Money Market Portfolio 7,240,325 (a) 7,240,325
* Fidelity Management & Research Company, Fidelity
Retirement Growth Fund 308,385 (a) 9,081,930
* Fidelity Management & Research Company, Fidelity
Retirement Money Market Portfolio 37,064,743 (a) 37,064,743
* Fidelity Management & Research Company, Fidelity
Short-Term Bond Fund 27,824 (a) 236,223
* Fidelity Management & Research Company, Fidelity Small
Cap Selector Fund 100,193 (a) 1,781,427
* Fidelity Management & Research Company, Fidelity
Southeast Asia Fund 210,852 (a) 3,270,318
* Fidelity Management & Research Company, Spartan 500
Index Fund 73,122 (a) 7,320,944
* Fidelity Management & Research Company, Spartan U.S.
Equity Index Fund 335,601 (a) 17,306,946
* Fidelity Management & Research Company, Fidelity Stock
Selector Fund 11,159 (a) 362,006
* Fidelity Management & Research Company, Fidelity
TechnoQuant Growth Fund 69,050 (a) 1,115,845
* Fidelity Management & Research Company, Fidelity Trend
Fund 4,583 (a) 309,334
* Fidelity Management & Research Company, Fidelity United
Kingdom Fund 4,659 (a) 69,273
* Fidelity Management & Research Company, Fidelity U.S.
Bond Index Fund 184,540 (a) 1,887,841
* Fidelity Management Trust Company, Fidelity U.S. Equity
Index Commingled Fund 8,757,054 (a) 367,008,124
* Fidelity Management & Research Company, Fidelity
Utilities Fund 283,555 (a) 7,188,109
</TABLE>
-19-
<PAGE> 20
SCHEDULE I
Page 6 of 8
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
---------------------------------------------------------------- ----------- -------- ------------
<S> <C> <C> <C>
* Fidelity Management & Research Company, Fidelity Value
Fund 60,372 (a) $ 2,501,216
* Fidelity Management & Research Company, Fidelity
Worldwide Fund 41,860 (a) 843,070
* Strategic Advisors, Fidelity Freedom 2000 Fund 30,555 (a) 392,932
* Strategic Advisors, Fidelity Freedom 2010 Fund 174,217 (a) 2,576,677
* Strategic Advisors, Fidelity Freedom 2020 Fund 112,529 (a) 1,821,839
* Strategic Advisors, Fidelity Freedom 2030 Fund 84,256 (a) 1,423,921
* Strategic Advisors, Fidelity Freedom Income Fund 7,160 (a) 81,268
American Century Mutual Funds, Inc., American Century
Select Fund 339,087 (a) 18,215,760
American Century Mutual Funds, Inc., American Century
Ultra Fund 3,531,865 (a) 155,472,714
Calvert Asset Management Company, Inc., Calvert Capital
Accumulation Fund--Class A 9,593 (a) 312,360
Calvert Asset Management Company, Inc., Calvert New
Vision Small-Cap Fund--Class A 3,886 (a) 72,705
Calvert Asset Management Company, Inc., Calvert Social
Investment Balanced Fund--Class A 5,127 (a) 167,696
Calvert Asset Management Company, Inc., Calvert World
Values International Equity Fund--Class A 14,410 (a) 335,750
Delaware Management Company, Delaware Trend
Fund--Class A 1,079,997 (a) 30,931,106
Founders Asset Management, Founders Balanced
Fund--Class F 26,565 (a) 277,872
Founders Asset Management, Founders Discovery
Fund--Class F 115,845 (a) 5,705,389
Founders Asset Management, Founders Growth and Income
Fund 40,238 (a) 290,917
Founders Asset Management, Founders Growth Fund--Class F 80,199 (a) 1,838,965
Founders Asset Management, Founders Mid-Cap Growth
Fund--Class F 46,878 (a) 436,903
Founders Asset Management, Founders Worldwide Growth
Fund--Class F 26,114 (a) 632,208
INVESCO Funds Group, INVESCO Dynamics Fund 1,300,553 (a) 37,572,967
INVESCO Funds Group, INVESCO Blue Chip Growth Fund 1,450,868 (a) 12,666,052
INVESCO Funds Group, INVESCO High-Yield Fund 466,881 (a) 2,819,959
INVESCO Funds Group, INVESCO Equity Income Fund 84,836 (a) 1,314,964
INVESCO Funds Group, INVESCO Select Income Fund 304,253 (a) 1,822,476
INVESCO Funds Group, INVESCO Small Company Growth Fund 726,434 (a) 14,535,952
INVESCO Funds Group, INVESCO Total Return Fund 58,424 (a) 1,583,863
INVESCO Funds Group, INVESCO Value Equity Fund 28,667 (a) 735,587
Janus Capital Corporation, Janus Balanced Fund 981,454 (a) 22,946,399
Janus Capital Corporation, Janus Enterprise Fund 1,918,021 (a) 151,888,066
Janus Capital Corporation, Janus Flexible Income Fund 201,506 (a) 1,823,627
Janus Capital Corporation, Janus Fund 1,000,384 (a) 45,407,429
Janus Capital Corporation, Janus Mercury Fund 5,254,001 (a) 222,139,159
Janus Capital Corporation, Janus Twenty Fund 3,133,027 (a) 241,932,370
Janus Capital Corporation, Janus Worldwide Fund 1,858,704 (a) 145,424,979
Merrill Lynch Asset Management, Merrill Lynch Capital
Fund--Class A 177,997 (a) 5,726,170
Miller, Anderson & Sherrerd, MAS Funds Balanced
Portfolio--Advisor Class 12,225 (a) 162,343
Miller, Anderson & Sherrerd, MAS Funds Fixed-Income
Portfolio--Advisor Class 33,215 (a) 367,028
Miller, Anderson & Sherrerd, MAS Funds High-Yield
Portfolio--Advisor Class 80,556 (a) 669,418
Miller, Anderson & Sherrerd, MAS Funds Mid-Cap Growth
Portfolio--Advisor Class 402,485 (a) 13,165,272
Miller, Anderson & Sherrerd, MAS Funds Value
Portfolio--Advisor Class 159,480 (a) 1,845,186
</TABLE>
-20-
<PAGE> 21
SCHEDULE I
Page 7 of 8
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
---------------------------------------------------------------- --------- -------- ------------
<S> <C> <C> <C>
Morgan Stanley Dean Witter Asset Management, Morgan
Stanley Institutional Small Company Growth
Portfolio--Class A 2,058,537 (a) $ 31,742,633
Morgan Stanley Dean Witter Asset Management, MSDW
Institutional Emerging Markets Portfolio--Class A 71,516 (a) 1,308,749
Morgan Stanley Dean Witter Asset Management, MSDW
Institutional Active Country Allocation
Portfolio--Class A 6,369 (a) 85,474
Morgan Stanley Dean Witter Asset Management, MSDW
Institutional Global Equity Portfolio--Class A 51,005 (a) 962,456
Neuberger & Berman Management, Inc., Neuberger Berman
Focus Trust 60,275 (a) 1,794,395
Neuberger & Berman Management, Inc., Neuberger Berman
Genesis Trust 1,111,658 (a) 26,846,534
Neuberger & Berman Management, Inc., Neuberger Berman
Guardian Trust 20,189 (a) 289,511
Neuberger & Berman Management, Inc., Neuberger Berman
Manhattan Trust 58,109 (a) 1,368,475
Neuberger & Berman Management, Inc., Neuberger Berman
Partners Trust 100,701 (a) 1,797,518
Pacific Investment Management Company, PIMCO Capital
Appreciation Fund--Administrative Class 140,910 (a) 3,783,430
Pacific Investment Management Company, PIMCO Global
Bond Fund--Administrative Class 47,320 (a) 420,674
Pacific Investment Management Company, PIMCO High Yield
Fund--Administrative Class 278,551 (a) 2,827,292
Pacific Investment Management Company, PIMCO Low
Duration Fund--Administrative Class 99,240 (a) 973,541
Pacific Investment Management Company, PIMCO Mid-Cap
Growth Fund--Administrative Class 176,076 (a) 5,405,529
Pacific Investment Management Company, PIMCO Total
Return Fund--Administrative Class 300,303 (a) 2,994,026
Pilgrim Baxter & Associates, PBHG Emerging Growth Fund 139,490 (a) 5,408,014
Pilgrim Baxter & Associates, PBHG Growth Fund 612,626 (a) 32,922,547
Strong Capital Management, Strong Advantage Fund 148,811 (a) 1,468,768
Strong Capital Management, Strong Discovery Fund 5,921 (a) 122,981
Strong Capital Management, Strong Government Securities
Fund 176,671 (a) 1,793,213
Strong Capital Management, Strong Total Return Fund 351,633 (a) 13,594,138
Strong Capital Management, Strong Opportunity Fund 73,984 (a) 3,477,227
Strong Capital Management, Strong Short-Term Bond Fund 40,725 (a) 379,151
Strong Capital Management, Strong Total Return Fund 154,792 (a) 7,358,828
Templeton Asset Management Hong Kong, Templeton
Developing Markets Fund--Class A 136,392 (a) 1,789,459
Templeton Global Advisors, Templeton Foreign
Fund--Class A 319,288 (a) 3,400,412
Templeton Global Advisors, Templeton Growth
Fund--Class A 112,277 (a) 2,184,908
Templeton Global Advisors, Templeton World Fund--Class A 258,982 (a) 4,682,397
Templeton Global Bond Managers, Templeton Global Bond
Fund--Class A 45,934 (a) 381,712
Templeton Investment Counsel, Institutional Foreign
Equity Fund 2,202,892 (a) 46,481,021
USAA Investment Management, USAA Cornerstone Strategy
Fund 3,643 (a) 97,668
USAA Investment Management, USAA GNMA Trust 17,516 (a) 166,405
USAA Investment Management, USAA Growth Fund 32,011 (a) 801,887
USAA Investment Management, USAA Income Fund 129,475 (a) 1,494,136
USAA Investment Management, USAA Income Stock Fund 32,563 (a) 574,742
USAA Investment Management, USAA International Fund 32,311 (a) 755,420
Warburg Pincus Counsellors, Warburg Pincus Capital
Appreciation Fund 164,427 (a) 5,140,003
Warburg Pincus Counsellors, Warburg Pincus Emerging
Growth Fund 44,524 (a) 2,306,793
</TABLE>
-21-
<PAGE> 22
SCHEDULE I
Page 8 of 8
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
--------------------------------------------------------------- --------- -------- --------------
<S> <C> <C> <C>
Warburg Pincus Counsellors, Warburg Pincus Global Fixed
Income Fund 7,934 (a) $ 77,514
Warburg Pincus Counsellors, Warburg Pincus Value Fund 11,221 (a) 158,672
Warburg Pincus Counsellors, Warburg Pincus
International Equity Fund 19,303 (a) 471,179
--------------
Total mutual and commingled funds 3,066,812,343
--------------
PARTICIPANT LOANS:
Participant loans, interest rates ranging from 9% to
10.75% (a) 71,321,543
--------------
Total investments $5,355,358,570
==============
</TABLE>
(a) Cost information is not required to be presented for these participant-
directed investments.
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
-22-
<PAGE> 23
SCHEDULE II
DELTA FAMILY-CARE SAVINGS PLAN
SCHEDULE H, LINE 4J--REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED JUNE 30, 2000
<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 TRUST COMPANY Institutional Money Market
Fund:
171 transactions $56,863,746 -- (b) -- --
124 transactions -- $57,217,985 (b) $57,217,985 --
* DELTA AIR LINES, INC Delta Air Lines, Inc. common
stock:
194 transactions 35,373,377 -- (b) -- --
605 transactions -- 8,059,594 (b) 5,832,695 $2,226,899
</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.
-23-
<PAGE> 24
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 20, 2000
-24-
<PAGE> 25
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated October 16, 2000 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, 2000 into the Company's previously filed Registration
Statements Nos. 33-30454 and 333-46904.
Atlanta, Georgia
December 14, 2000
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