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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-5424
DELTA AIR LINES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 58-0218548
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
HARTSFIELD ATLANTA INTERNATIONAL AIRPORT
POST OFFICE BOX 20706 30320
ATLANTA, GEORGIA
(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
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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 and non-voting common equity held
by non-affiliates of the registrant as of August 31, 1998, was approximately
$7,719,665,000. As of August 31, 1998, 73,482,933 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 1998 Annual Report to Shareowners. Part III of
this Form 10-K incorporates by reference certain information from the
registrant's definitive Proxy Statement dated September 16, 1998, for its Annual
Meeting of Shareowners to be held on October 22, 1998.
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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
1997 data, the Company is the largest United States airline in terms of aircraft
departures and passengers enplaned, and the third largest United States airline
as measured by operating revenues and revenue passenger miles flown. As of
August 1, 1998, the Company provided scheduled air service to 148 domestic
cities in 42 states, the District of Columbia, Puerto Rico and the United States
Virgin Islands, as well as to 46 cities in 30 foreign countries.
An important characteristic of Delta's domestic route system is its four hub
airports in Atlanta, Cincinnati, Dallas-Fort 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 connecting passengers with
access to Delta's international gateway at New York's Kennedy Airport and its
Pacific gateway in Portland, Oregon.
Delta conducts operations in various foreign countries, principally in Asia,
Europe, Latin America and North America. Operating revenues from the Company's
international operations were approximately $2.64 billion, $2.57 billion, and
$2.44 billion in the years ended June 30, 1998, 1997 and 1996, respectively.
For the year ended June 30, 1998, passenger revenues accounted for 92% 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
4% 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.
REGULATORY ENVIRONMENT
While the United States Department of Transportation (the "DOT") and the
Federal Aviation Administration (the "FAA") exercise regulatory authority over
air carriers under the Federal Aviation Act of 1958, as amended (the "Act"),
most domestic economic regulation of passenger and freight services was
eliminated pursuant to the Airline Deregulation Act of 1978 and other statutes
amending the Act. The DOT has jurisdiction over international tariffs and
pricing; international routes; computer reservations systems; and certain
economic and consumer protection matters such as advertising, denied boarding
compensation, baggage liability and smoking aboard aircraft. The FAA regulates
flying operations generally, including control of navigable air space, flight
personnel, aircraft certification and maintenance, and other matters affecting
air safety. The United States Department of Justice has jurisdiction over
airline competition matters, including mergers and acquisitions.
As a result of the economic deregulation of the industry, any air carrier
which the DOT finds "fit" to operate is given unrestricted authority to operate
domestic air transportation (including the carriage of passengers and cargo).
Authority to operate international routes continues to be regulated by the DOT
and by the foreign governments involved. International route awards are also
subject to the approval of the President of the United States for conformance
with national defense and foreign policy objectives.
The economic deregulation of the industry permits unfettered competition
with respect to domestic routes, services, fares and rates, and Delta faces
significant competition on its routes. Except for constraints imposed by the
Act's Essential Air Service provisions, which are applicable to certain small
communities, airlines may terminate service to a city without restriction.
On April 6, 1998, the DOT published a proposed statement of enforcement
policy to address DOT concerns that major carriers are taking actions designed
to exclude new entrants in certain airline markets, particularly at hub
airports. Information on this subject is set forth under "Governmental Matters"
on page 32 of Delta's 1998 Annual Report to Shareowners, and is incorporated
herein by reference.
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.
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FARES AND RATES
Airlines are permitted to set domestic ticket prices without governmental
regulation, and the industry is characterized by substantial price competition.
International fares and rates are subject to the jurisdiction of the DOT and
governments of the foreign countries involved. Most international markets are
characterized by significant price competition and substantial commissions,
overrides and discounts to travel agents, brokers and wholesalers.
Delta's system passenger mile yield was virtually unchanged in fiscal 1998
compared to fiscal 1997. The Company's domestic passenger mile yield increased
1% due to a domestic fare increase implemented during the September 1997
quarter, largely offset by the full-year impact of the U.S. transportation
excise tax and increased low-fare competition. Delta's international passenger
mile yield decreased 3% mainly due to overall capacity growth in the Atlantic
market.
Delta expects that low-fare competition will continue in domestic and
international markets. If fare 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 domestic routes, the Company
competes with at least one, and usually more than one, major airline. Delta also
competes with regional and national carriers, all-cargo carriers, charter
airlines and, particularly on its shorter routes, with surface transportation.
Service over most of Delta's international routes is also highly competitive.
Certain major U.S. airlines have recently announced plans to establish
marketing alliances with each other. These include the alliances between
Continental Airlines, Inc. and Northwest Airlines, Inc., and between American
Airlines, Inc. and US Airways, Inc. Information concerning Delta's marketing
alliance with United Air Lines, Inc. is set forth under "Alliance Agreement" on
page 31 of Delta's 1998 Annual Report to Shareowners, and is incorporated herein
by reference.
International alliances between foreign and domestic carriers, such as the
marketing and code-sharing arrangements between KLM-Royal Dutch Airlines and
Northwest Airlines, Inc., and among Lufthansa German Airlines, Scandinavian
Airline Systems 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
and European 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.
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On June 14, 1996, Delta, Swissair, Sabena and Austrian Airlines received
antitrust immunity from the DOT to pursue a global marketing alliance. The
alliance agreements, which were effective as of February 1, 1997, establish the
framework that allowed these four carriers to form a transatlantic air transport
system which links Delta's domestic system with the European hubs of Swissair,
Sabena and Austrian Airlines. The alliance enables 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 certain 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 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.
As a result of the recent completion of a new aviation agreement between the
United States and Japan, Delta began nonstop service between Atlanta and Tokyo
in June 1998, and has announced plans to begin service between Portland, Oregon,
and Fukuoka and Osaka; to expand its present service between Los Angeles and
Tokyo; and to begin service between Honolulu and Tokyo.
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 carriers publish
their respective airline designator codes on a single flight operation, thereby
allowing Delta and the foreign carrier to provide joint service with one
aircraft rather than operating separate services with two aircraft.
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
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sells seats that are marketed under foreign carriers' two-letter designator code
pursuant to code-sharing arrangements with certain foreign airlines. In addition
to its agreements with Swissair, Sabena and Austrian Airlines, as of August 15,
1998, Delta had code-sharing agreements with ten foreign carriers.
AIRPORT ACCESS
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, La Guardia Airport in New York,
Ronald Reagan National Airport in Washington, D. C., and O'Hare International
Airport in Chicago. Delta's operations at those four airports require slot
allocations. Certain foreign airports 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
Delta Express is the Company's low-fare, leisure-oriented operation which
provides service from certain cities in the Northeast and Midwest to Orlando and
other Florida destinations. On October 1, 1996, Delta Express initiated service,
operating a dedicated fleet of 12 B-737-200 aircraft with 62 daily departures to
13 cities. Since that time, Delta Express has expanded its operations. By
December 1, 1998, Delta Express plans to operate a dedicated fleet of 37
B-737-200 aircraft with 170 daily departures to 22 cities.
THE DELTA CONNECTION PROGRAM
Delta has marketing agreements with five 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-Fort 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; SkyWest Airlines, Inc. ("SkyWest") serves California
and operates in other western states through Salt Lake City; and Trans States
Airlines operates in the Northeast through New York. 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, 1998, Delta held equity
interests in ASA Holdings, Inc. (the parent of ASA), Comair Holdings, Inc. (the
parent of Comair) and SkyWest, Inc. (the parent of SkyWest) of 27%, 21% and 13%,
respectively.
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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 primarily by AMR Corporation),
Galileo International, Inc. (owned by United Air Lines, Inc., US Airways, Inc.
and certain foreign carriers) and AMADEUS (owned by Continental Airlines, Inc.,
and certain foreign carriers). 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 Galileo International, Inc. in market share among travel agents
in the United States.
FUEL
Delta's operations are significantly affected by the availability and price
of jet fuel. The following table shows Delta's jet fuel consumption and costs
for fiscal years 1994-1998.
GALLONS PERCENT OF
FISCAL CONSUMED COST AVERAGE PRICE OPERATING
YEAR (MILLIONS) (MILLIONS) PER GALLON EXPENSES*
- ------------------------------ ---------- ---------- ------------- ----------
1994.......................... 2,550 $1,411 55.34 CENTS 12%
1995.......................... 2,533 1,370 54.09 12
1996.......................... 2,500 1,464 58.53 13
1997.......................... 2,599 1,722 66.23 14
1998.......................... 2,664 1,507 56.54 12
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* Excludes restructuring and other non-recurring charges.
Aircraft fuel expense decreased 12% in fiscal 1998 compared to fiscal 1997,
as the average fuel price per gallon declined 15% to 56.54 CENTS, and fuel
gallons consumed increased 3%.
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
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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 under "Commodity Price Risk" on page 33, and in Note 4 of
the Notes to Consolidated Financial Statements on page 41, of Delta's 1998
Annual Report to Shareowners, and is incorporated herein by reference.
Although Delta is currently able to obtain adequate supplies of jet fuel, it
is impossible to predict the future availability or price of jet fuel. Political
disruptions in 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.
PERSONNEL
At June 30, 1998, Delta employed 70,846 full-time equivalent personnel,
compared to 65,383 full-time equivalent personnel at June 30, 1997.
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................................. 8,800 Air Line Pilots Association, May 2, 2000
International
Flight Superintendents................. 190 Professional Airline Flight Control January 1, 1999
Association
In June 1998, the Company and the Air Line Pilots Association, International
reached an agreement, subject to the approval of Delta's pilots, regarding the
pay rates for certain B-
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737 aircraft types. Additional information on this subject is set forth under
"Personnel Matters" on pages 31-32 of Delta's 1998 Annual Report to Shareowners,
and is incorporated herein by reference.
Delta's relations with labor unions in the United States are governed by the
Railway Labor Act. Under the Railway Labor Act, a labor union seeking to
represent a craft or class of employees is required to file with the National
Mediation Board ("NMB") an application alleging a representation dispute, along
with representation cards signed by at least 35% of the employees in that craft
or class. The NMB then investigates the dispute and, if it finds the labor union
has obtained a sufficient number of representation cards, will conduct an
election to determine whether to certify the labor union as the collective
bargaining representative of that craft or class.
Certain labor unions are currently seeking to become the collective
bargaining representative of various groups of Delta employees who are not
represented by a union. None of these labor unions has filed an application with
the NMB alleging a representation dispute. The outcome of the unions' efforts
cannot presently be determined.
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.
Delta complied with the ANCA's December 31, 1994 and 1996 requirements. As
of June 30, 1998, Delta operated 459 Stage 3 aircraft, constituting 81% of its
fleet. The Company expects to comply with the ANCA's (1) December 31, 1998
requirement by operating a fleet comprised of at least 75% Stage 3 aircraft; and
(2) December 31, 1999 requirement by hushkitting or retiring its remaining Stage
2 aircraft. Delta has entered into definitive agreements to purchase Stage 3
engine hushkits for a number of its B-727-200 and B-737-200 aircraft.
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
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Company's operations could be adversely impacted if locally-imposed regulations
become more restrictive or widespread.
The United States Environmental Protection Agency (the "EPA") is authorized
to regulate aircraft emissions. The engines on Delta's aircraft comply with the
applicable EPA standards.
Federal and state laws impose certain requirements for the upgrading of
underground storage tanks by December 22, 1998. Several years ago, Delta
implemented a program to remove or upgrade its underground storage tanks, and to
remediate contamination from those tanks. Delta expects to be in compliance with
these requirements prior to the regulatory deadline.
Delta has been identified by the EPA as a potentially responsible party (a
"PRP") with respect to certain Superfund Sites, and has entered into consent
decrees regarding some of these sites. Delta's alleged disposal volume at each
of these sites is small when compared to the total contributions of all PRPs at
each site. Delta is aware of soil and/or ground water contamination present on
its current or former leaseholds at several domestic airports; to address this
contamination, the Company has a program in place to investigate and, if
appropriate, remediate these sites. Management believes that the resolution of
these matters is not likely to have a material adverse effect on the Company's
consolidated financial statements.
FREQUENT FLYER PROGRAM
Delta, like other major airlines, has established a frequent flyer program
offering incentives to maximize travel on Delta. This program allows
participants to accrue mileage for travel awards while flying on Delta, the
Delta Connection carriers and participating airlines. Mileage credit may also be
accrued for the use of certain services offered by program partners such as
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.
Mileage credits earned can be redeemed for free or upgraded air 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 and United Air Lines, Inc. ("United") recently introduced a reciprocal
frequent flyer program. Effective September 1, 1998, each carrier's frequent
flyer members are
9
able to accrue miles in either carrier's program when they fly on Delta or
United operated domestic flights. Members will be able to redeem frequent flyer
awards on domestic flights operated by either carrier beginning October 15,
1998.
Delta accounts for its frequent flyer program obligations by recording a
liability for the estimated incremental cost of flight awards the Company
expects to be redeemed. The estimated incremental cost associated with a flight
award does not include any contribution to overhead or profit. Such incremental
cost is based on Delta's system average cost per passenger for fuel, food and
other direct passenger costs. Delta does not record a liability for mileage
earned by participants who have not reached the level to become eligible for a
free travel award. Delta believes this exclusion is immaterial and appropriate
because the large majority of these participants are not expected to earn a free
flight award. Delta does not record a liability for the expected redemption of
miles for non-travel awards since the cost of these awards to Delta is
negligible.
Delta estimated the potential number of round-trip flight awards outstanding
to be 8.6 million at June 30, 1996, 9.1 million at June 30, 1997 and 9.6 million
at June 30, 1998. Of these earned awards, Delta expected that approximately 5.7
million, 6.0 million and 7.2 million, respectively, would be redeemed. At June
30, 1996, 1997 and 1998, Delta had recorded a liability for these awards of $103
million, $122 million and $140 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
or (2) be redeemed for something other than a free trip.
Frequent flyer program participants flew 1.7 million, 1.7 million and 1.9
million free roundtrips in fiscal years 1996, 1997 and 1998, respectively. These
roundtrips accounted for approximately 8%, 6% and 7% 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.
The DOT is conducting a review of the frequent flyer programs of the larger
U.S. airlines. The focus of the review relates to limitations placed by the
carriers on the availability of award seats and the adequacy of consumer notices
concerning such limitations.
CIVIL RESERVE AIR FLEET PROGRAM
Delta is a participant in the Civil Reserve Air Fleet Program pursuant to
which the Company has agreed to make available, during the period beginning
October 1, 1998 and ending September 30, 1999, up to 22 of its international
range aircraft for use by the United States military under certain stages of
readiness related to national emergencies.
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ITEM 2. PROPERTIES
FLIGHT EQUIPMENT
During fiscal 1998, Delta and The Boeing Company ("Boeing") entered into
definitive agreements under which Delta placed orders to purchase, and obtained
options and rolling options to purchase, B-737-600/700/800, B-757-200,
B-767-300ER, B-767-400 and B-777-200 aircraft. These agreements provide that,
subject to certain conditions, Delta may switch orders among these aircraft
types and defer the delivery of aircraft. The agreements also provide that
Boeing will be the sole supplier of new aircraft to Delta for 20 years, subject
to certain exceptions, but that this provision is not enforceable by Boeing
until the European Commission permits such enforcement.
Additional information relating to Delta's aircraft fleet is set forth in
the charts titled "Aircraft Fleet at June 30, 1998" and "Aircraft Delivery
Schedules at August 14, 1998" on page 21, and in Notes 7 and 8 of the Notes to
Consolidated Financial Statements on page 45, of Delta's 1998 Annual Report to
Shareowners, and is incorporated herein by reference.
Delta's long-term aircraft fleet plan is to simplify its fleet by reducing
aircraft family types from six to three. The Company plans to retire its
remaining L-1011 aircraft by August 2001, and its B-727 fleet by June 2005.
L-1011 and B-727 aircraft will be replaced primarily by B-767 and B-737
aircraft, respectively.
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.
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 7 and 8
of the Notes to
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Consolidated Financial Statements on page 45 of Delta's 1998 Annual Report to
Shareowners, 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
Delta is a defendant in certain legal actions relating to alleged employment
discrimination practices, antitrust matters, environmental issues and other
matters concerning Delta's business. Although the ultimate outcome of these
matters cannot be predicted with certainty, management believes that the
resolution of these actions is not likely to have a material adverse effect on
Delta's consolidated financial statements.
For a discussion of certain environmental matters, see "ITEM 1.
Business--Environmental Matters" on pages 8-9 of this Form 10-K.
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.
Leo F. Mullin Mr. Mullin has been President and Chief Executive Officer of
Delta since August 14, 1997. He was Vice Chairman of Unicom
Corporation and its principal subsidiary, Commonwealth Edison
Company, from 1995 through August 13, 1997. Mr. Mullin was an
executive of First Chicago Corporation from 1981 to 1995, serving
as that company's President and Chief Operating Officer from 1993
to 1995, and as Chairman and Chief Executive Officer of American
National Bank, a subsidiary of First Chicago Corporation, from
1991 to 1993. Age 55.
12
Maurice W. Worth Chief Operating Officer, August 14, 1997 to date; Acting Chief
Executive Officer, August 1, 1997 through August 13, 1997;
Executive Vice President--Customer Service and Acting Chief
Operating Officer, May 12, 1997 through July 31, 1997; Executive
Vice President--Customer Service, September 13, 1995 through May
11, 1997; Senior Vice President-- Personnel, May 1991 through
September 12, 1995. Age 58.
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 60.
Vicki B. Escarra Executive Vice President--Customer Service, July 1998 to date;
Senior Vice President--Airport Customer Service, November 1996
through June 1998; Vice President--Airport Customer Service,
August 1996 through October 1996; Vice President--Reservation
Sales and Distribution Planning, May 1996 through July 1996; Vice
President--Reservation Sales, November 1994 to May 1996;
Director--Reservations Sales, October 1994 to November 1994;
Director--In-Flight Service Operations, May 1992 to October 1994.
Age 46.
Warren C. Jenson Mr. Jenson has been Executive Vice President and Chief Financial
Officer of Delta since April 20, 1998. He was Senior Vice
President and Chief Financial Officer of the National
Broadcasting Company from 1992 to April 1998. Age 41.
Frederick W. Reid Mr. Reid has been Executive Vice President and Chief Marketing
Officer of Delta since July 1, 1998. Mr. Reid was an executive of
Lufthansa German Airlines from 1991 to 1998, serving as that
company's President and Chief Operating Officer from April 1997
to June 1998, as Executive Vice President from 1996 to March
1997, and as Senior Vice President, The Americas, from 1991 to
1996. Age 48.
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
13
President--General Counsel, November 1988 through October 1990.
Age 57.
Paul G. Matsen Senior Vice President--Alliance Strategy and Development, August
1998 to date; Senior Vice President--Corporate Planning, October
1996 through July 1998; Vice President--Corporate Planning, May
1996 through September 1996; Vice President--Consumer Marketing,
March 1994 through April 1996; Senior Vice President--Account
Management at Young and Rubicam, 1986 to February 1994. Age 39.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information required by this item is set forth under "Common Stock", "Number
of Shareowners" and "Market Prices and Dividends" on page 56 of Delta's 1998
Annual Report to Shareowners, and is incorporated herein by reference.
Under the Delta Air Lines, Inc. Directors' Deferred Compensation Plan
("Plan"), members of the Company's Board of Directors may defer for a specified
period all or any part of their cash compensation earned as a director. A
participating director may choose an investment return on the deferred amount
from among certain of the investment return choices available under the Delta
Family-Care Savings Plan, a qualified defined contribution pension plan for
eligible Delta personnel. One of the investment return choices under the Delta
Family-Care Savings Plan that a participating director may select is a fund
invested primarily in Delta's common stock ("Delta Common Stock Fund"). During
the quarter ended June 30, 1998, a participant in the Plan deferred $15,125 in
the Delta Common Stock Fund investment return choice (equivalent to 126 shares
of Delta common stock at prevailing market prices). These transactions were not
registered under the Securities Act of 1933, as amended, in reliance on Section
4(2) of such Act.
ITEM 6. SELECTED FINANCIAL DATA
Information required by this item is set forth on pages 54-55 of Delta's
1998 Annual Report to Shareowners, 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 on pages 25-33 of Delta's
1998 Annual Report to Shareowners, and is incorporated herein by reference.
14
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information required by this item is set forth under "Market Risks
Associated With Financial Instruments" on page 33, and in Note 4 of the Notes to
Consolidated Financial Statements on page 41, of Delta's 1998 Annual Report to
Shareowners, and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item is set forth on pages 34-52, and in
"Report of Independent Public Accountants" on page 53, of Delta's 1998 Annual
Report to Shareowners, and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this item is set forth on pages 8-10, and under
"Other Matters Involving Directors and Executive Officers -Section 16(a)
Beneficial Ownership Reporting Compliance" on page 26, of Delta's Proxy
Statement dated September 16, 1998, and is incorporated herein by reference.
Certain information regarding executive officers is contained in Part I of this
Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item is set forth under "General
Information--Compensation of Directors" on pages 6-7, under "General
Information--Charitable Award Program" on page 7, and on pages 19-26, of Delta's
Proxy Statement dated September 16, 1998, and is incorporated herein by
reference.
15
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information required by this item is set forth under "Beneficial Ownership
of Securities" on pages 11-13 of Delta's Proxy Statement dated September 16,
1998, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Additional information required by this item is set forth on pages 24-26 of
Delta's Proxy Statement dated September 16, 1998, 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 19
of this Form 10-K.
(3). The exhibits required by this item are listed in the Exhibit Index on
pages 24-27 of this Form 10-K. The management contracts and compensatory plans
or arrangements required to be filed as an exhibit to this Form 10-K are listed
as Exhibits 10.6 to 10.20 in the Exhibit Index.
(b). During the quarter ended June 30, 1998, Delta did not file any Current
Reports on Form 8-K.
16
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 25th day of
September, 1998.
DELTA AIR LINES, INC.
BY: /S/ LEO F. MULLIN
------------------------------
Leo F. Mullin
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on the 25th day of September, 1998 by the following
persons on behalf of the registrant and in the capacities indicated.
SIGNATURE TITLE
- ------------------------------ ------------------------------
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
R. EUGENE CARTLEDGE* Director
- ------------------------------
R. Eugene Cartledge
17
SIGNATURE TITLE
- ------------------------------ ------------------------------
MARY JOHNSTON EVANS* Director
- ------------------------------
Mary Johnston Evans
GERALD GRINSTEIN* Non-executive Chairman of the
- ------------------------------ Board
Gerald Grinstein
JESSE HILL, JR.* Director
- ------------------------------
Jesse Hill, Jr.
Executive Vice President
/s/ WARREN C. JENSON and Chief Financial Officer
- ------------------------------ (Principal Financial Officer
Warren C. Jenson and Principal Accounting
Officer)
President and Chief Executive
/s/ LEO F. MULLIN Officer and a Director
- ------------------------------ (Principal Executive
Leo F. Mullin Officer)
ANDREW J. YOUNG* Director
- ------------------------------
Andrew J. Young
*By: /s/ WARREN C. JENSON
------------------------------ Attorney-In-Fact
Warren C. Jenson
18
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS--Incorporated herein by reference to
"Report of Independent Public Accountants" on page 53 of Delta's 1998 Annual
Report to Shareowners.
FINANCIAL STATEMENTS--All of which are incorporated herein by reference to
Delta's 1998 Annual Report to Shareowners.
Consolidated Balance Sheets--June 30, 1998 and 1997
Consolidated Statements of Operations for the years ended June 30, 1998,
1997 and 1996
Consolidated Statements of Cash Flows for the years ended June 30, 1998,
1997 and 1996
Consolidated Statements of Shareowners' Equity for the years ended June
30, 1998, 1997 and 1996
Notes to Consolidated Financial Statements--June 30, 1998, 1997 and 1996
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE
SCHEDULE SUPPORTING FINANCIAL STATEMENTS:
SCHEDULE
NUMBER
- ----------
II Valuation and Qualifying Accounts for the fiscal years ended June 30, 1998, 1997 and 1996
All other schedules have been omitted as not applicable.
19
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 shareowners incorporated by reference in this Form 10-K and have
issued our report thereon dated August 14, 1998. 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 14, 1998
20
SCHEDULE II
DELTA AIR LINES, INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE FISCAL YEAR ENDED JUNE 30, 1998
(AMOUNTS IN MILLIONS)
COLUMN C
--------------------------------------
COLUMN B ADDITIONS COLUMN E
------------- -------------------------------------- COLUMN D -----------
COLUMN A BALANCE AT CHARGED TO 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:........................... $ 48 $ 23 -- $ 35(a) $ 36
Allowance for unrealized gains on
marketable equity securities:......... $ (166) -- -- $ 22(b) $ (144)
Reserve for restructuring and other
non-recurring charges:................ $ 88 -- -- $ 52(c) $ 36
- ------------------------
(a) Represents write-off of accounts considered to be uncollectible, less
collections.
(b) Represents decrease in unrealized gain resulting from changes in market
values.
(c) Represents payments made against restructuring reserves.
21
SCHEDULE II
DELTA AIR LINES, INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE FISCAL YEAR ENDED JUNE 30, 1997
(AMOUNTS IN MILLIONS)
COLUMN C
------------------------------------
COLUMN B ADDITIONS COLUMN E
------------- ------------------------------------ COLUMN D -----------
COLUMN A BALANCE AT CHARGED TO CHARGED TO ------------- BALANCE AT
- --------------------------------------------- BEGINNING OF COSTS AND OTHER 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:................................ $ 44 $ 30 -- $ 26(a) $ 48
Allowance for unrealized gains on marketable
equity securities:......................... $ (206) -- -- $ 40(b) $ (166)
Reserve for restructuring and other
non-recurring charges:..................... $ 69 $ 52 -- $ 33(c) $ 88
- ------------------------
(a) Represents write-off of accounts considered to be uncollectible, less
collections.
(b) Represents decrease in unrealized gain resulting from changes in market
values.
(c) Represents payments against restructuring reserves.
22
SCHEDULE II
DELTA AIR LINES, INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE FISCAL YEAR ENDED JUNE 30, 1996
(AMOUNTS IN MILLIONS)
COLUMN C
-------------------------------
COLUMN B ADDITIONS COLUMN E
------------- ------------------------------- COLUMN D -----------
COLUMN A BALANCE AT CHARGED TO 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 gains on
marketable equity securities:............ $ (131) -- $ (75)(a) -- $ (206)
Reserve for restructuring and other
non-recurring charges:................... $ 66 $ 829 -- $ 826(b) $ 69
- ------------------------
(a) Represents increase in unrealized gain resulting from changes in market
values.
(b) Represents $452 million related to write-down of Lockheed L-1011 aircraft
fleet; $252 million related to special early retirement program; $72 million
of payments made against restructuring reserves; and $50 million relating to
the reversal of prior restructuring charges.
23
EXHIBIT INDEX
EXHIBITS
- -----------
3.1 Delta's Certificate of Incorporation (Filed as Exhibit 4.1 to Delta's Registration Statement on
Form S-8 (Registration No. 333-16471)). *
3.2 Delta's By-Laws.
4.1 Rights Agreement dated as of October 24, 1996, between Delta and First Chicago Trust Company of
New York, as Rights Agent (Filed as Exhibit 1 to Delta's Form 8-A/A Registration Statement
dated November 4, 1996). *
4.2 Certificate of Designations, Preferences and Rights of Series B ESOP Convertible Preferred Stock
and Series D Junior Participating Preferred Stock (Filed as part of Exhibit 3.1 of this Form
10-K).
4.3 Indenture dated as of March 1, 1983, between Delta and The Citizens and Southern National Bank,
as trustee, as supplemented by the First and Second Supplemental Indentures thereto dated as
of January 27, 1986 and May 26, 1989, respectively (Filed as Exhibit 4 to Delta's Registration
Statement on Form S-3 (Registration No. 2-82412), Exhibit 4(b) to Delta's Registration
Statement on Form S-3 (Registration No. 33-2972), and Exhibit 4.5 to Delta's Annual Report on
Form 10-K for the year ended June 30, 1989). *
4.4 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). *
4.5 Third Supplemental Indenture dated as of August 10, 1998, between Delta and The Bank of New
York, as successor trustee, to the Indenture, dated as of March 1, 1983, as supplemented,
between Delta and The Citizens and Southern National Bank of Florida, as predecessor trustee.
4.6 Indenture dated as of April 30, 1990, between Delta and The Citizens and Southern National Bank
of Florida, as trustee (Filed as Exhibit 4(a) to Amendment No. 1 to Delta's Registration
Statement on Form S-3 (Registration No. 33-34523)). *
4.7 First Supplemental Indenture dated as of August 10, 1998, between Delta and The Bank of New
York, as successor trustee, to the Indenture dated as of April 30, 1990, between Delta and The
Citizens and Southern National Bank of Florida, as predecessor trustee.
24
EXHIBITS
- -----------
4.8 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)). *
4.9 Credit Agreement dated as of May 2, 1997, by and among Delta, Certain Banks and NationsBank,
N.A. (South), as Agent Bank (Filed as Exhibit 4.7 to Delta's Annual Report on Form 10-K for
the year ended June 30, 1997). *
4.10 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). *
4.11 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 Stock Purchase Agreement dated July 10, 1989, between Delta and Swissair,
Swiss Air Transport Company Ltd. (Filed as Exhibit 10.2 to Delta's Current
Report on Form 8-K dated July 24, 1989). *
10.2 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). *
10.3 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). *
10.4 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). *
10.5 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). *
25
EXHIBITS
- -----------
10.6 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, October 28, 1993, and August
16, 1996 (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,
Exhibit 10 to Delta's Quarterly Report on Form 10-Q for the quarter ended December 31, 1993
and Exhibit 10.9 to Delta's Annual Report on Form 10-K for the year ended June 30, 1996). *
10.7 Agreement dated as of July 31, 1997 between Delta and Mr. Ronald W. Allen (Filed as Exhibit 10.8
to Delta's Annual Report on Form 10-K for the year ended June 30, 1997). *
10.8 Delta's Incentive Compensation Plan, as amended (Filed as Exhibit 10.1 to Delta's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997). *
10.9 Delta's 1989 Stock Incentive Plan, as amended (Filed as Appendix A to Delta's Proxy Statement
dated September 15, 1997). *
10.10 Delta's Executive Deferred Compensation Plan, as amended (Filed as Exhibit 10.2
to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30,
1997). *
10.11 Directors' Deferred Compensation Plan (Filed as Exhibit 10.12 to Delta's Annual Report on Form
10-K for the year ended June 30, 1996). *
10.12 Directors' Charitable Award Program (Filed as Exhibit 10.3 to Delta's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997). *
10.13 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). *
10.14 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)). *
10.15 Form of Stock Option and Restricted Stock Award Agreements under 1989 Stock Incentive Plan
(Filed as Exhibit 10.17 to Delta's Annual Report on Form 10-K for the year ended June 30,
1996). *
10.16 Forms of Executive Retention Protection Agreements for Certain Officers (Filed as Exhibit 10.16
of Delta's Annual Report on Form 10-K for the year ended June 30, 1997). *
10.17 Form of Senior Officer Excess Benefit Plan Agreement.
26
EXHIBITS
- -----------
10.18 Employment Agreement dated as of August 14, 1997 between Delta and Leo F. Mullin (Filed as
Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended December 31,
1997). *
10.19 Employment Agreement dated March 23, 1998 between Delta and Warren C. Jenson.
10.20 Employment Agreement dated June 5, 1998 between Delta and Frederick W. Reid.
10.21 Purchase Agreement No. 2022 between The Boeing Company and Delta relating to Boeing Model
737-632/-732/-832 Aircraft (Filed as Exhibit 10.3 to Delta's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998). */**
10.22 Purchase Agreement No. 2025 between The Boeing Company and Delta relating to Boeing Model
767-432ER Aircraft (Filed as Exhibit 10.4 to Delta's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998). */**
10.23 Letter Agreements related to Purchase Agreements No. 2022 and/or No. 2025 between The Boeing
Company and Delta (Filed as Exhibit 10.5 to Delta's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998). */**
10.24 Aircraft General Terms Agreement AGTA-DAL between The Boeing Company and Delta (Filed as Exhibit
10.6 to Delta's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998). */**
10.25 Agreement dated April 29, 1996, between Delta and The Air Line Pilots in the service of Delta as
represented by the Air Line Pilots Association, International (Filed as Exhibit 10 to Delta's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.)*
12. Statement regarding computation of ratio of earnings to fixed charges for the years ended June
30, 1998, 1997, 1996, 1995 and 1994.
13. Portions of Delta's 1998 Annual Report to Shareowners.
23. Consent of Arthur Andersen LLP.
24. Powers of Attorney.
27. Financial Data Schedule.
- ------------------------
* Incorporated herein by reference.
** Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to Delta's request for confidential treatment.
27