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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 [FEE REQUIRED]
For the fiscal year ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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 (I.R.S. Employer
incorporation or organization) Identification No.)
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
(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 $3.00 per share New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
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. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of August 30, 1996, was approximately $5,450,766,000. As
of August 30, 1996, 77,045,178 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 1996 Annual Report to Stockholders. Parts I
and III of this Form 10-K incorporate by reference certain information from the
registrant's definitive Proxy Statement dated September 16, 1996, for its
Annual Meeting of Stockholders to be held on October 24, 1996.
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DELTA AIR LINES, INC.
PART I
ITEM 1. BUSINESS
General Description
Delta Air Lines, Inc. ("Delta" or the "Company") is a major air carrier
providing scheduled air transportation for passengers, freight and mail over a
network of routes throughout the United States and abroad. Based on calendar
1995 data, Delta is the largest United States airline as measured by aircraft
departures and passengers enplaned, and the third largest United States airline
as measured by operating revenues and revenue passenger miles flown. As of
August 16, 1996, the Company served 153 domestic cities in 43 states, the
District of Columbia, Puerto Rico and the United States Virgin Islands, as well
as 44 cities in 25 foreign countries.
An important characteristic of Delta's domestic route system 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 access to
Delta's international hub at New York's Kennedy Airport, its Pacific gateway in
Portland, Oregon and its European hub in Frankfurt, Germany.
Delta conducts operations in various foreign countries, principally in
North America, Europe and Asia. Operating revenues from the Company's foreign
operations were approximately $2.7 billion, $2.6 billion and $2.5 billion in
the years ended June 30, 1996, 1995 and 1994, respectively.
For the year ended June 30, 1996, passenger revenues accounted for 93%
of Delta's operating revenues. Cargo revenues, which include freight and mail,
accounted for 4% of Delta's operating revenues, and other sources accounted for
3% of the Company's operating revenues.
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, especially by leisure and
other discretionary customers, is also affected by factors such as general
economic conditions and fare levels.
Delta is incorporated under the laws of the State of Delaware. Its
principal executive offices are located at Hartsfield Atlanta International
Airport, Atlanta, Georgia 30320, and its telephone number is (404) 715-2600.
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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; and certain economic and consumer protection
matters such as advertising, denied boarding compensation, baggage liability,
smoking aboard aircraft and computer reservations systems. 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 mergers and acquisitions.
Because of the economic deregulation of the industry, unrestricted
authority to operate domestic air transportation (including the carriage of
passengers and cargo) is available to any air carrier which the DOT finds "fit"
to operate. 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
competition on Delta's routes continues to increase. 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.
The FAA has implemented a number of requirements which are incorporated
into Delta's maintenance programs. These matters relate to, among other
things, inspection and maintenance of aging aircraft, and corrosion control.
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 and local governmental
entities.
Fares and Rates
Airlines are permitted to set domestic ticket prices without
governmental regulation, and the industry is characterized by substantial price
competition. With respect to foreign air transportation, the DOT retains
authority over fares, rates and charges, and air carriers are required to file
and observe tariffs covering such transportation. International fares and
rates are also subject to the jurisdiction of the governments of the foreign
countries involved. While air carriers are required to file and adhere to
international fare and rate tariffs, many international
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markets are characterized by substantial commissions, overrides and discounts
to travel agents, brokers and wholesalers.
The system passenger mile yield was virtually unchanged in fiscal 1996
compared to fiscal 1995. The domestic passenger mile yield decreased 1%, the
result of discount fare promotions and the continued presence of low-cost,
low-fare carriers in markets served by Delta. The international passenger mile
yield increased 2%, primarily due to higher average fare levels in certain
international markets.
Delta expects that low-fare competition is likely to continue in
domestic and international markets. If price reductions are not offset by
increases in traffic or changes in the mix of traffic that improve the
passenger mile yield, Delta's operating results will be adversely affected.
Competition and Route Authority
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 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 foreign and domestic carriers, such as
the marketing and code sharing arrangements between British Airways Plc and
USAir, Inc., KLM-Royal Dutch Airlines and Northwest Airlines, Inc., and
Lufthansa German Airlines and United Air Lines, Inc., have significantly
increased competition in international markets. A proposed marketing alliance
between British Airways Plc and American Airlines, Inc. is under review by
United States governmental authorities. Through code sharing 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 transatlantic services and destinations to and
beyond European cities.
On June 14, 1996, Delta, Swissair, Sabena Belgian World Airlines and
Austrian Airlines received antitrust immunity from the DOT to pursue a global
marketing alliance. The alliance agreements establish a legal framework,
subject to the negotiation of definitive operating agreements, to allow the
four carriers to form a transatlantic air transport system which would link
Delta's domestic hub system with the European hubs of Swissair, Sabena and
Austrian Airlines. The alliance will enable the carriers to pursue a
coordinated approach to worldwide sales and marketing; common pricing and
inventory control; coordination of airline schedules and route planning; and
the pooling of revenues on code share flights.
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 alteration or
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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.
Code Sharing
Delta has entered into marketing agreements with certain foreign
carriers to maintain or improve Delta's access to international markets. Under
these dual designator code sharing arrangements, Delta and the foreign carrier
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.
Most of Delta's international code sharing arrangements operate in
discrete international city pairs. Delta purchases seats that are marketed
under Delta's "DL" designator code and sells seats that are marketed under
foreign carriers' two-letter designator code pursuant to code sharing
arrangements with certain foreign airlines.
Slot Allocations
Operations at four major United States 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 regulates slot allocations at Kennedy Airport in New York,
LaGuardia Airport in New York, National Airport in Washington, D. C., and
O'Hare International Airport in Chicago. The Delta Shuttle requires slot
allocations at LaGuardia and National Airports, as do Delta's other operations
at those four airports. Certain foreign airports, including Delta's European
hub in Frankfurt, also have slot allocations.
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.
Delta Express
On October 1, 1996, Delta plans to begin Delta Express, a low-fare
business unit within Delta that will operate a dedicated fleet of Boeing
737-200 aircraft in certain highly competitive, leisure-oriented markets within
Delta's system. Delta Express will initially serve 10 cities in the northeast
and midwest with 62 daily non-stop flights to Orlando and four other Florida
cities.
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The Delta Connection
Delta has marketing agreements with four air carriers serving
principally the following areas of the United States: Atlantic Southeast
Airlines, Inc. ("ASA") operates in the Southeast through Atlanta and in the
Southwest through Dallas/Ft. Worth; Business Express, Inc. operates in the
Northeast through Boston and New York; Comair, Inc. ("Comair") serves Florida
and operates in the Midwest through Cincinnati; and SkyWest Airlines, Inc.
("SkyWest") serves California and operates in other western states through Salt
Lake City. These carriers, which are known as "Delta Connection" airlines, use
Delta's "DL" code on their flights and exchange connecting traffic with Delta.
At June 30, 1996, Delta held equity interests in ASA, Comair Holdings, Inc.
(the parent of Comair) and SkyWest, Inc. (the parent of SkyWest) of 26%, 21%
and 15%, respectively.
Computer Reservation System Partnership
Delta owns 38% 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., Trans
World Airlines, Inc. and ABACUS Distribution Systems Pte Ltd. own 32%, 25% and
5%, 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 companies in the United States and worldwide.
In the United States, other CRS competitors are SABRE (owned by American
Airlines, Inc.), the Galileo International Partnership (owned by United Air
Lines, Inc., USAir, Inc. and certain foreign carriers) and System One AMADEUS
(owned by Continental Airlines, Inc., AMADEUS and Electronic Data Systems
Corporation). CRS vendors are subject to regulations promulgated by the DOT
and certain foreign governments.
The CRS industry is highly competitive. Delta believes that, based on
the number of travel agents in the United States using a CRS, WORLDSPAN ranks
third, behind SABRE and the Galileo International Partnership, in market share
among travel agents in the United States.
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Fuel
Delta's operations are significantly affected by the availability and
price of jet fuel. Based on the Company's fiscal 1996 jet fuel consumption, a
one-cent change in the average annual price per gallon of jet fuel would have
caused an approximately $25 million change in Delta's annual fuel costs. The
following table shows Delta's jet fuel consumption and costs for fiscal years
1992-1996.
Gallons Percent of
Fiscal Consumed Cost Average Price Operating
Year (Millions) (Millions) Per Gallon Expenses*
- ---- -------- ---------- ---------- ---------
1992 2,384 $1,482 62.19c. 13%
1993 2,529 1,592 62.95 13
1994 2,550 1,411 55.34 12
1995 2,533 1,370 54.09 12
1996 2,500 1,464 58.53 13
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* Excluding restructuring and other non-recurring charges
Aircraft fuel expense increased 7% in fiscal 1996 compared to fiscal
1995, as the average fuel price per gallon rose 8% to 58.53c., partially offset
by a 1% reduction in gallons consumed.
Changes in jet fuel prices 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 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. The Company 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. Information regarding
Delta's fuel hedging program is set forth in Note 4 of the Notes to
Consolidated Financial Statements on page 36 of Delta's 1996 Annual Report to
Stockholders, 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 the 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.
The Omnibus Budget Reconciliation Act of 1993 imposes a 4.3c. per
gallon tax on commercial aviation jet fuel purchased for use in domestic
operations. Based on Delta's fiscal 1997 expected domestic fuel requirement of
2.1 billion gallons, the continued imposition of this
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fuel tax will result in operating expense of approximately $90 million
annually. Delta and other United States airlines are actively lobbying
for a repeal of this tax. The outcome of these efforts cannot be determined.
Personnel
At June 30, 1996, Delta employed 60,289 full-time equivalent personnel,
compared to 59,717 full-time equivalent personnel at June 30, 1995.
The following table presents certain information concerning Delta's
domestic collective bargaining agreements.
Approximate
Number of Contract
Personnel Amendable
Personnel Group Represented Union Date
- --------------- ----------- -------------------- ---------------
Pilots 8,000 Air Line Pilots May 2, 2000
Association,
International
Flight 170 Professional Airline January 1, 1998
Superintendents Flight Control
Association
Approximately 2,900 of Delta's personnel are based outside the United
States. Delta personnel in certain foreign countries, including most of
Delta's personnel in Germany, are represented by labor organizations.
On April 24, 1996, Delta's Board of Directors adopted, subject to
stockholder approval, two broad-based, non-qualified stock option plans
("Plans") for Delta personnel providing for the issuance of stock options to
purchase 24.7 million shares of Delta common stock.
One plan is for eligible non-pilot personnel and the other is for
Company pilots. The non-pilot and pilot plans involve stock options to
purchase 14.7 million and 10 million shares of Delta common stock,
respectively. The non-pilot and pilot plans are being presented to
stockholders as one proposal.
The pilot stock option plan is an integral part of the new collective
bargaining agreement between the Company and the Air Line Pilots Association,
International ("ALPA"), which represents Delta's pilots. ALPA has the right to
reopen the new collective bargaining agreement in its entirety if any required
stockholder approval of the pilot stock option plan is not obtained, and Delta
and ALPA are unable to reach agreement within 30 days on providing pilots with
equivalent value to the pilot stock option plan.
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Information regarding the Plans and a summary of the Company's
collective bargaining agreement with ALPA are set forth on pages 25-30, and
Appendices B and C, of Delta's Proxy Statement dated September 16, 1996, and is
incorporated herein by reference.
Environmental Matters
The Airport Noise and Capacity Act of 1990 (the "ANCA") requires the
phase-out of Stage 2 aircraft by December 31, 1999, subject to certain
exceptions. In 1991, the FAA issued regulations which implement the ANCA by
requiring air carriers to reduce (by modification or retirement) the number of
Stage 2 aircraft operated by 25% by December 31, 1994, 50% by December 31,
1996, 75% by December 31, 1998, and 100% by December 31, 1999. Alternatively,
a carrier may satisfy the regulations by operating a fleet that is at least
55%, 65%, 75% and 100% Stage 3 by the respective dates set forth in the
preceding sentence.
On December 31, 1994, Delta operated 364 Stage 3 aircraft, constituting
67% of the Company's fleet, and thus complied with the first phase-out
deadline. On June 30, 1996, Delta operated 368 Stage 3 aircraft, constituting
68% of its fleet. Accordingly, Delta expects to comply with the requirement
for December 31, 1996, by operating a fleet comprised of at least 65% Stage 3
aircraft. Delta anticipates it will comply with the later compliance
deadlines, although the Company has not yet determined which alternative it
will select with respect to such deadlines.
Delta has entered into definitive agreements to purchase (1) 46
shipsets of Stage 3 engine hushkits and 9 spare engine hushkits for B-727-200
aircraft between fiscal years 1995 and 2000; and (2) 25 shipsets of Stage 3
engine hushkits for B-737-200 aircraft between fiscal years 1997 and 2000.
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, and establishes a regulatory notice and review process for local
restrictions on Stage 2 aircraft first proposed after October 1, 1990. 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 European Union has adopted a uniform policy requiring member states
to phase-out Stage 2 aircraft. Under the policy provisions, the phase-out of
Stage 2 aircraft began on April 1, 1995, and will extend for seven years. Each
Stage 2 aircraft will be assured a 25 year operating life, but not extending
beyond April 1, 2002. Delta anticipates it will be able to comply with this
Stage 2 aircraft phase-out program, which will apply at all airports in the
member states. Other local European airport regulations which penalize or
restrict operations by Stage 2 aircraft have not in the past had an adverse
effect on Delta's operations. Delta's operations could be adversely impacted,
however, if such 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.
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Delta has been identified by the EPA as a potentially responsible party
(a "PRP") with respect to the following federal Superfund Sites: the Operating
Industries, Inc. Site in Monterey Park, California; the Peak Oil Site in Tampa,
Florida; the Petroleum Products Corporation Site in Pembroke Park, Florida; and
the Safety Engineered Disposal Site in Hillsboro, Ohio. Delta's alleged
volumetric contribution to these sites is limited. Delta is also the subject
of an administrative enforcement action brought by the Georgia Environmental
Protection Division (the "Georgia EPD") concerning alleged violations of
certain air permitting regulations and other provisions of the Clean Air Act
and the Georgia air quality rules at Delta's aircraft maintenance facility at
Hartsfield Atlanta International Airport. Delta has executed a consent order
with the Georgia EPD, which includes a monetary penalty of $372,000 and an
additional, not yet determined, monetary penalty covering certain emissions.
Delta is currently aware of soil and/or ground water contamination present on
its current or former leaseholds at several domestic airports; the Company has
a program in place to investigate and, if appropriate, remediate these sites.
Management presently believes that the resolution of these matters is not
likely to have a material adverse effect on the Company's consolidated
financial condition, results of operations or liquidity.
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 award travel 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
hotels, car rental agencies and credit card companies. 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.
Effective May 1, 1995, Delta modified its frequent flyer program in
certain respects. The modifications included reducing the threshold for a free
travel award from 30,000 miles to 25,000 miles; making free travel awards more
readily transferable; providing that miles earned expire in certain
circumstances; and reducing minimum mileage credit.
Mileage credits earned can be redeemed for free or upgraded travel, 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 are valid for 36 months from the month of the
participant's last qualifying Delta or Delta Connection flight; every time a
participant completes a qualifying Delta or Delta Connection flight, his
mileage balance is extended for another 36 months.
Delta accounts for its frequent flyer program obligations by recording
the estimated incremental cost associated with the potential flight awards as a
liability and passenger service expense. Delta monitors changes in the
potential free travel awards under the program, and the liability and
appropriate expense account balances are adjusted as necessary. The estimated
incremental cost associated with a potential 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 food supplies; passenger
insurance, injuries, losses and damages; interrupted
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trips and oversales; porter service; ticket forms; bag tags; boarding forms;
in-flight entertainment; and customs. 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 account for the
redemption of non-travel awards since the cost of these awards to Delta is
negligible.
Delta estimates the potential number of roundtrip flight awards
outstanding to be 7.9 million at June 30, 1994, 8.8 million at June 30, 1995
and 8.6 million at June 30, 1996. Of these earned awards, Delta expects up to
approximately 5.1 million, 5.7 million and 5.7 million, respectively, to be
redeemed. At June 30, 1994, 1995 and 1996, the accrued liability for these
awards was $95 million, $101 million and $103 million, respectively. The
difference between the roundtrip awards outstanding and the awards expected to
be redeemed is the estimate, based on historical data, of awards which will (1)
never be redeemed; (2) be redeemed for something other than a free trip; or (3)
be redeemed on another carrier participating in the program.
Frequent flyer program participants flew 1.5 million, 2.0 million and
1.7 million free round-trips in fiscal years 1994, 1995 and 1996, respectively.
These round-trips accounted for approximately 7%, 8% and 8% of the total
passenger miles flown for the respective periods. Delta believes that the low
percentage of free passenger miles, its load factor and the restrictions
applied to free travel awards minimize the displacement of revenue passengers.
Civil Reserve Air Fleet Program
Delta is a participant in the Civil Reserve Air Fleet Program pursuant
to which Delta has agreed to make available, during the period beginning
October 1, 1996 and ending September 30, 1997, 21 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 under
"Operational Review - Aircraft Fleet" on pages 11-12, and in Notes 8 and 9 of
the Notes to Consolidated Financial Statements on pages 40-41, of Delta's 1996
Annual Report to Stockholders, 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 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.
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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 from less 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, generally under long-term leases which cover 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 Notes 4 and 8 of the Notes to Consolidated Financial Statements on
pages 36-37 and 40 of Delta's 1996 Annual Report to Stockholders, and is
incorporated herein by reference.
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
On May 16, 1994, a purported class action complaint was filed in the
United States District Court for the Northern District of Georgia against Delta
and certain Delta officers in their capacity as members of the Administrative
Committee responsible for administering certain Company employee benefit plans.
The plaintiffs, who have requested a jury trial, are 21 former Delta employees
who seek to represent the class consisting of the approximately 1,800 former
non-pilot employees of Delta who retired from active service between July 23,
1992 and January 1, 1993. The complaint alleges that Delta violated the
Employee Retirement Income Security Act by (1) modifying health benefits for
this group of retirees in spite of alleged oral and written representations
that it would not make any such modifications; (2) breaching its fiduciary
duties and interfering with plaintiffs' benefits by making such modifications
and by allegedly giving false assurances that no enhanced retirement benefit
incentives were being considered or would be offered in the future; and (3)
discriminating against certain benefit plan participants. The complaint also
alleges, among other things, that Delta breached a contract with plaintiffs by
amending Delta's pass policy to suspend the flight privileges of a retiree
during any period such retiree is employed by certain other airlines.
Plaintiffs are seeking injunctive relief, unspecified compensatory and punitive
damages, costs and attorneys' fees, and such other relief as the District Court
deems appropriate. On July 18, 1994, Delta filed its answer denying liability
under the complaint and asserting various affirmative defenses. On November 4,
1994, the District Court (1) denied the plaintiffs' motion for class action
certification; and (2) granted Delta's motion to dismiss plaintiffs' claims
concerning Delta's pass policy for lack of subject matter jurisdiction. On
January 11, 1995, the District Court denied plaintiffs' motion requesting the
District Court to reconsider its November 4, 1994 decision, but granted
plaintiffs' motion to permit an immediate appeal of that order. The plaintiffs
then filed a petition to appeal with the United States Court of Appeals for the
Eleventh Circuit, which affirmed the District Court's
11
13
November 4, 1994 decision on August 5, 1996, and denied the plaintiffs' request
for reconsideration on September 20, 1996. Delta intends to defend this matter
vigorously.
On June 27, 1996, many of the named plaintiffs in the case described in
the preceding paragraph and approximately 225 additional Delta retirees filed a
complaint in the United States District Court for the Northern District of
Georgia against Delta and certain Delta officers in their capacity as members
of the Administrative Committee responsible for administering certain Delta
employee benefit plans. The complaint makes the same allegations and seeks the
same relief as the purported class action lawsuit described in the preceding
paragraph, but does not seek class action certification. Delta has not yet
responded to this complaint but intends to file an answer denying liability and
to defend this matter vigorously.
On February 10, 1995, Delta changed its domestic travel agency
commission program by introducing a maximum commission payment of $50 for any
round trip domestic airline ticket with a base fare in excess of $500, and $25
for any one-way domestic airline ticket with a base fare in excess of $250.
The maximum commission applies to all tickets issued by United States and
Canada-based travel agencies for travel on Delta flights within and between the
Continental United States, Alaska, Hawaii, Puerto Rico and the United States
Virgin Islands. Most of the major United States airlines subsequently adopted
similar commission cap programs.
Travel agents and a travel agency trade association filed more than 30
class action antitrust lawsuits in various federal district courts against
airlines, including Delta, that implemented new travel agent commission cap
programs. The plaintiffs, who were seeking damages of approximately $725
million (to be trebled under the antitrust laws), and an injunction to prevent
the airlines from maintaining the new commission cap programs, alleged that the
defendants conspired to reduce the commissions paid to travel agents in
violation of the Sherman Act. On June 1, 1995, the Judicial Panel on
Multidistrict Litigation consolidated these cases for pretrial proceedings
before the United States District Court in Minneapolis, which certified a
plaintiff class consisting of all travel agents in the United States who sold
airline tickets subject to the commission cap on American Airlines, Inc.,
Continental Airlines, Inc., Delta, Northwest Airlines Corporation, Trans World
Airlines, Inc. ("TWA"), United Air Lines, Inc. or USAir, Inc. On August 23,
1995, the District Court denied the plaintiffs' motion for a preliminary
injunction, as well as the motions for summary judgment filed by the airline
defendants. On September 27, 1995, the District Court denied a motion by the
airline defendants to permit an immediate appeal of the District Court's ruling
denying the airlines' motions for summary judgment. The airline defendants and
the plaintiffs have entered into agreements to settle this litigation. Under
the terms of the Delta settlement, the Company agreed to pay the plaintiffs $20
million. The settlement is subject to the approval of the District Court,
which has scheduled a hearing to consider final approval of the settlement for
November 15, 1996. Delta believes this lawsuit is without merit, but settled
this litigation to avoid the uncertainty, expense and diversion of management
time associated with a lengthy trial.
On November 2, 1995, Delta reached an agreement with TWA to lease ten
takeoff/landing slots ("Slots") at New York's LaGuardia Airport ("LaGuardia").
On November 9, 1995, ValuJet Airlines, Inc. ("ValuJet") filed suit against
Delta and TWA in the United States District Court for the Northern District of
Georgia. ValuJet alleges, among other things, that (1) TWA breached an alleged
agreement to lease the Slots to ValuJet; (2) Delta tortiously interfered with
12
14
the alleged contract between ValuJet and TWA; (3) Delta and TWA conspired to
restrain trade in violation of Section 1 of the Sherman Act; and (4) Delta
engaged in acts of monopolization and attempted monopolization in violation of
Section 2 of the Sherman Act. ValuJet, which has requested a jury trial, is
seeking injunctive relief, unspecified compensatory damages, treble damages
under the antitrust laws, punitive damages, costs and attorney's fees, and such
other relief as the Court deems appropriate. On November 17, 1995, the
District Court denied ValuJet's motion for a preliminary injunction. On
December 7, 1995, Delta filed its answer denying liability and asserting
various affirmative defenses. On July 12, 1996, the District Court granted
TWA's motion for summary judgment in whole, and granted Delta's motion for
summary judgment with respect to ValuJet's claims of tortious interference and
conspiracy. The District Court denied Delta's motion for summary judgment with
respect to ValuJet's remaining claim under Section 2 of the Sherman Act on the
ground that those claims were not subject to resolution without further
discovery at this stage of the case, but without prejudice to Delta's right to
renew the motion after discovery has been completed. Delta intends to defend
this matter vigorously.
On January 10, 1996, a purported class action complaint was filed
against Delta and TWA in the United States District Court for the Eastern
District of New York on behalf of persons who purchased tickets on Delta for
travel between LaGuardia and Atlanta beginning November 1, 1995. The named
plaintiff, who has requested a jury trial, makes antitrust allegations and
claims similar to those asserted by ValuJet in the lawsuit described in the
preceding paragraph. The named plaintiff seeks, on behalf of the purported
class, unspecified compensatory damages, treble damages under the antitrust
laws, injunctive relief, costs and attorney's fees, and such other relief as
the Court deems appropriate. On April 11, 1996, the United States District
Court for the Eastern District of New York granted Delta's and TWA's motions to
transfer this lawsuit to the United States District Court for the Northern
District of Georgia which, on August 6, 1996, denied the plaintiff's motion for
class action certification. Delta intends to defend this matter vigorously.
Delta also received a Civil Investigative Demand from the United States
Department of Justice ("DOJ") requesting information and documents concerning
Delta's lease of the Slots. Delta is cooperating with the DOJ investigation.
Delta is also a defendant in certain other legal actions relating to
alleged employment discrimination practices, other matters concerning past and
present employees, environmental issues and other matters concerning Delta's
business. Although the ultimate outcome of these matters and the matters
discussed above in this Item 3 cannot be predicted with certainty and could
have a material adverse effect on Delta's consolidated financial condition,
results of operations or liquidity, management presently believes that the
resolution of these actions is not likely to have a material adverse effect on
Delta's consolidated financial condition, results of operations or liquidity.
For a discussion of certain environmental matters, see "ITEM 1.
Business - Environmental Matters" on pages 8-9 of this Form 10-K.
13
15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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.
Ronald W. Allen Mr. Allen has been Chairman of the Board and Chief Executive
Officer since August 1, 1987. On March 1, 1993, Mr. Allen
was elected to the additional office of President, a position
he also held from August 9, 1990 through April 30, 1991. He
was President and Chief Operating Officer from November 1983
through July 1987. Age 54.
Harry C. Alger Executive Vice President - Operations, March 1993
to date; Senior Vice President - Operations, February 1992
through February 1993; Vice President - Flight Operations,
August 1987 through January 1992. Age 58.
Robert W. Coggin Executive Vice President - Marketing, September 13, 1995 to
date; Senior Vice President - Marketing, August 1992 through
September 12, 1995; Senior Vice President - Marketing
Development and Planning, February 1992 through July 1992;
Vice President - Marketing Development and Planning, November
1991 through January 1992; Vice President - Marketing
Development, November 1988 through October 1991. Age 60.
Maurice W. Worth Executive Vice President - Customer Service, September 13,
1995 to date; Senior Vice President - Personnel, May 1991
through September 12, 1995; Vice President - Personnel,
November 1989 through April 1991. Age 56.
W. Martin Braham Senior Vice President - Delta Staffing Services Business
Unit Development, July 26, 1996 to date; Senior Vice
President - Airport Customer Service, March 1993 to July 25,
1996; Vice President - Airport Customer Service, August 1992
through February 1993; Assistant Vice President -
International Airport Customer Service, February 1992
through July 1992; Assistant Vice President - Stations,
August 1991 through January 1992; Director - Stations, August
1989 through July 1991. Age 51.
14
16
Robert S. Harkey Senior Vice President - General Counsel and Secretary,
November 1994 to date; Senior Vice President - General
Counsel, November 1990 through October 1994; Vice
President - General Counsel, November 1988 through
October 1990. Age 55.
Thomas J. Roeck, Jr. Senior Vice President - Finance and Chief Financial
Officer, June 1988 to date. Age 52.
Robert G. Adams Vice President - Personnel, September 16, 1995 to date;
Vice President - Personnel Services, November 1, 1993
through September 15, 1995; Assistant Vice President -
Personnel Services, August 1, 1993 through October 31,
1993; Assistant Vice President - Personnel -
International, November 1, 1991 through July 31, 1993;
Vice President - Human Resources, Pan American World
Airways, Inc., 1982 through October 31, 1991.
Age 58.
15
17
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 Stockholders" and "Market Prices and Dividends" on page 52 of
Delta's 1996 Annual Report to Stockholders, and is incorporated herein by
reference.
ITEM 6. SELECTED FINANCIAL DATA
Information required by this item is set forth on pages 50-51 of
Delta's 1996 Annual Report to Stockholders, and is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Information required by this item is set forth under "Operational
Review - Leadership 7.5 and Beyond" on pages 7-8, and under "Financial Review"
on pages 12-21, of Delta's 1996 Annual Report to Stockholders, and is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item is set forth in "Report of
Independent Public Accountants" on page 22, and on pages 28-49, of Delta's 1996
Annual Report to Stockholders, 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 on pages 4-7, and under
"Other Matters Involving Directors and Executive Officers - Section 16(a)
Beneficial Ownership Reporting Compliance" on page 12, of Delta's Proxy
Statement dated September 16, 1996, and is incorporated herein by reference.
Certain information regarding executive officers is contained in Part I of this
Form 10-K.
16
18
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item is set forth under "General
Information - Compensation of Directors" on pages 3-4, and "- Charitable Award
Program" on page 4, under "Other Matters Involving Directors and Executive
Officers" on pages 11-12, and on pages 17-20, of Delta's Proxy Statement dated
September 16, 1996, and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information required by this item is set forth on pages 8-10 of Delta's
Proxy Statement dated September 16, 1996, and is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this item is set forth under "Other Matters
Involving Directors and Executive Officers" on pages 11-12 of Delta's Proxy
Statement dated September 16, 1996, and is incorporated herein by reference.
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 pages 25-28 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 Exhibit 10.1 and Exhibits 10.8 to 10.14 in the Exhibit
Index.
(b) During the quarter ended June 30, 1996, Delta filed a
Current Report on Form 8-K dated May 2, 1996 regarding its new collective
bargaining agreement with the Air Line Pilots Association, International.
17
19
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, 1996.
DELTA AIR LINES, INC.
By: /s/ Ronald W. Allen
--------------------------------
Ronald W. Allen
Chairman of the Board, President
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, 1996 by the
following persons on behalf of the registrant and in the capacities indicated.
Signature Title
--------- -----
/s/ Ronald W. Allen Chairman of the Board, President
- ------------------------- and Chief Executive Officer
Ronald W. Allen (Principal Executive Officer)
Edwin L. Artzt* Director
- -------------------------
Edwin L. Artzt
Henry A. Biedenharn, III* Director
- -------------------------
Henry A. Biedenharn, III
James L. Broadhead* Director
- -------------------------
James L. Broadhead
Edward H. Budd* Director
- -------------------------
Edward H. Budd
18
20
Signature Title
--------- -----
George D. Busbee* Director
- ------------------------------
George D. Busbee
R. Eugene Cartledge* Director
- ------------------------------
R. Eugene Cartledge
Mary Johnston Evans* Director
- ------------------------------
Mary Johnston Evans
Gerald Grinstein* Director
- ------------------------------
Gerald Grinstein
Jesse Hill, Jr.* Director
- ------------------------------
Jesse Hill, Jr.
Peter D. Sutherland* Director
- ------------------------------
Peter D. Sutherland
Andrew J. Young* Director
- ------------------------------
Andrew J. Young
/s/ Thomas J. Roeck, Jr. Senior Vice President-Finance
- ------------------------------ and Chief Financial Officer
Thomas J. Roeck, Jr. (Principal Financial Officer
and Principal Accounting Officer)
*By: /s/ Thomas J. Roeck, Jr. Attorney-In-Fact
- ------------------------------
Thomas J. Roeck, Jr.
19
21
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS - Incorporated herein by reference to
"Report of Independent Public Accountants" on page 22 of Delta's 1996
Annual Report to Stockholders.
FINANCIAL STATEMENTS - All of which are incorporated herein by reference to
Delta's 1996 Annual Report to Stockholders.
Consolidated Balance Sheets - June 30, 1996 and 1995
Consolidated Statements of Operations for the years ended June 30, 1996,
1995 and 1994
Consolidated Statements of Cash Flows for the years ended June 30, 1996,
1995 and 1994
Consolidated Statements of Stockholders' Equity for the years ended June
30, 1996, 1995 and 1994
Notes to Consolidated Financial Statements - June 30, 1996, 1995 and 1994
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE
SCHEDULE SUPPORTING FINANCIAL STATEMENTS:
Schedule
Number
- --------
II Valuation and Qualifying Accounts for the years ended June 30, 1996,
1995 and 1994
All other schedules have been omitted as not applicable or because the
required information is included in the financial statements or notes thereto.
20
22
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE
To Delta Air Lines, Inc.:
We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements included in Delta Air Lines, Inc.'s annual
report to stockholders incorporated by reference in this Form 10-K and have
issued our report thereon dated August 16, 1996. 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 16, 1996
21
23
SCHEDULE II
DELTA AIR LINES, INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED JUNE 30, 1996
(Amounts in Millions)
Column A Column B Column C Column D Column E
Additions
----------------------------
Charged to
Balance at Charged to Other Balance at
Beginning of Costs and Accounts- Deductions- End of
Description Period Expenses describe describe Period
- -------------------- ------------ ---------- ---------------- ----------- ----------
DEDUCTION
(INCREASE) IN THE
BALANCE SHEET FROM
THE ASSET TO WHICH
IT APPLIES:
Allowance for
uncollectible
accounts
receivable: $ 29 $15 - $ - $ 44
Allowance for
unrealized losses
(gains) on
marketable
securities: $(131) - $(75) (a) - $(206)
(a) Represents net unrealized gain resulting from changes in market values.
22
24
SCHEDULE II
DELTA AIR LINES, INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED JUNE 30, 1995
(Amounts in Millions)
Column A Column B Column C Column D Column E
Additions
---------
Charged to
Balance at Charged to Other Balance at
Beginning of Costs and Accounts- Deductions- End of
Description Period Expenses describe describe Period
----------- ------ ---------- --------- -------- ---------
DEDUCTION (INCREASE) IN
THE BALANCE SHEET FROM
THE ASSET TO WHICH IT
APPLIES:
Allowance for
uncollectible accounts
receivable: $ 50 $21 - $ 42 (a) $ 29
Allowance for unrealized
losses (gains) on
marketable securities: $(85) - $(46) (b) - $(131)
(a) Represents write-off of accounts considered to be uncollectible, less
collections.
(b) Represents net unrealized gain resulting from changes in market values.
23
25
SCHEDULE II
DELTA AIR LINES, INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED JUNE 30, 1994
(Amounts in Millions)
Column A Column B Column C Column D Column E
Additions
-------------------------------------------
Charged to
Balance at Charged to Other Balance at
Beginning of Costs and Accounts- Deductions- End of
Description Period Expenses describe describe Period
----------- ------------ ------------ ----------- ----------- ----------
DEDUCTION (INCREASE) IN
THE BALANCE SHEET FROM
THE ASSET TO WHICH IT
APPLIES:
Allowance for
uncollectible accounts
receivable: $82 $23 - $ 55 (a) $ 50
Allowance for unrealized
losses (gains) on
marketable securities: $ 1 - $(85) (b) 1 $(85)
(a) Represents write-off of accounts considered to be uncollectible, less
collections.
(b) Represents net unrealized gain resulting from changes in market values.
24
26
EXHIBIT INDEX
3.1 Delta's Certificate of Incorporation (Filed as Exhibit 3 to Delta's
Current Report on Form 8-K dated November 17, 1993).*
3.2 Delta's By-Laws (Filed as Exhibit 3 to Delta's Current Report on
Form 8-K dated November 17, 1993).*
4.1 Rights Agreement dated as of October 23, 1986, and Amendment No. 1
thereto dated as of June 19, 1992, between Delta and NationsBank of Georgia, N.
A. (Filed as Exhibit 1 to Delta's Current Report on Form 8-K dated November 4,
1986, and Exhibit 4-I to Amendment No. 2 to Delta's Registration Statement on
Form S-3 (Registration No. 33-48136)).*
4.2 Resignation, Transfer and Acceptance Agreement dated November 30,
1992, among NationsBank of Georgia, N.A., First Chicago Trust Company of New
York, and Delta (Filed as Exhibit 4-G to Amendment No. 1 to Delta's Registration
Statement on Form S-3 (Registration No. 33-62048)).*
4.3 Certificate of Designations, Preferences and Rights of Series A
Junior Participating Preferred Stock and Series B ESOP Convertible Preferred
Stock (Filed as part of Exhibit 3 to Delta's Current Report on Form 8-K dated
November 17, 1993).*
4.4 Indenture dated as of March 1, 1983, between Delta and The Citizens
and Southern National Bank, 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).*
4.5 Agreement dated May 31, 1989, among Delta, The Citizens and Southern
National Bank and The Citizens and Southern National Bank of Florida relating to
the appointment of a successor trustee under the Indenture dated as of March 1,
1983, as supplemented, between Delta and The Citizens and Southern National Bank
(Filed as Exhibit 4.6 to Delta's Annual Report on Form 10-K for the year ended
June 30, 1989).*
4.6 Indenture dated as of April 30, 1990, between Delta and The Citizens
and Southern National Bank of Florida, Trustee (Filed as Exhibit 4(a) to
Amendment No. 1 to Delta's Registration Statement on Form S-3 (Registration No.
33-34523)).*
4.7 Indenture dated as of May 1, 1991, between Delta and The Citizens
and Southern National Bank of Florida, Trustee (Filed as Exhibit 4 to Delta's
Registration Statement on Form S-3 (Registration No. 33-40190)).*
25
27
4.8 Second Amended and Restated Credit Agreement dated as of September
27, 1995, among Delta, Certain Banks and NationsBank of Georgia, N.A., as Agent
Bank (Filed as Exhibit 4 to Delta's Quarterly Report on Form 10-Q for the
Quarter Ended September 30, 1995).*
4.9 Note Purchase Agreement dated February 22, 1990, among the Delta
Family-Care Savings Plan, Issuer, Delta, 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 Indenture of Trust dated as of August 1, 1993, among Delta,
Fidelity Management Trust Company, ESOP Trustee, and Wilmington Trust Company,
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).*
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 Delta's Incentive Compensation Plan, as amended (Filed as Appendix
A to Delta's Proxy Statement dated September 16, 1996).*
10.2 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).*
10.3 Stock Purchase Agreement dated August 21, 1989, between Delta and
Swissair, Swiss Air Transport Company Ltd. (Filed as Exhibit 10.9 to Delta's
Annual Report on Form 10-K for the year ended June 30, 1989).*
10.4 Stock Purchase Agreement dated October 26, 1989, between Singapore
Airlines Limited and Delta (Filed as Exhibit 10.1 to Delta's Current Report on
Form 8-K dated November 2, 1989).*
10.5 Stock Purchase Agreement dated October 26, 1989, between Delta and
Singapore Airlines Limited (Filed as Exhibit 10.2 to Delta's Current Report on
Form 8-K dated November 2, 1989).*
10.6 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).*
10.7 Purchase Agreement No. DAC 90-10-D between McDonnell Douglas
Corporation and Delta relating to MD-90 aircraft, as amended (Filed as Exhibit
10.1 to Delta's
26
28
Quarterly Report on Form 10-Q for the quarter ended September 30, 1990, and
Exhibit 10 to Delta's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994). *
10.8 Employment Agreement dated July 29, 1987, between Delta and Mr.
Ronald W. Allen, as amended by the Amendments thereto dated February 1, 1992,
August 15, 1992, and October 28, 1993 (Filed as Exhibit 10.8 to Delta's Annual
Report on Form 10-K for the year ended June 30, 1987, Exhibit 10 to Delta's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1992, Exhibit
10.13 to Delta's Annual Report on Form 10-K for the year ended June 30, 1992,
and Exhibit 10 to Delta's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1993).*
10.9 Amendment dated August 16, 1996, to the Employment Agreement dated
July 29, 1987, between Delta and Mr. Ronald W. Allen.
10.10 Delta's 1989 Stock Incentive Plan, as amended.
10.11 Delta's Executive Deferred Compensation Plan, as amended (Filed as
Exhibit 10.11 to Delta's Annual Report on Form 10-K for the year ended June 30,
1995).*
10.12 Directors' Deferred Compensation Plan.
10.13 Directors' Charitable Award Program (Filed as Exhibit 10.14 to
Delta's Annual Report on Form 10-K for the year ended June 30, 1993).*
10.14 1991 Delta Excess Benefit Plan, The Delta Supplemental Excess
Benefit Plan and Form of 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).*
10.15 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).*
10.16 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)).*
10.17 Form of Stock Option and Restricted Stock Award Agreements under
1989 Stock Incentive Plan.
11. Statement regarding computation of per share earnings for the
years ended June 30, 1994, 1995 and 1996.
12. Statement regarding computation of ratio of earnings to fixed
charges for the years ended June 30, 1992, 1993, 1994, 1995 and 1996.
13. Portions of Delta's 1996 Annual Report to Stockholders.
27
29
23. Consent of Arthur Andersen LLP.
24. Powers of Attorney.
27. Financial Data Schedule. (for SEC use only).
___________________________
*Incorporated herein by reference
28