SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Year Ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
COMMISSION FILE NO. 1-5424
A. Full title of the plan and address of the plan if different from that of
the issuer named below:
DELTA FAMILY-CARE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
DELTA AIR LINES, INC.
P.O. Box 20706
Atlanta, Georgia 30320-6001
DELTA FAMILY-CARE SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 2002 AND DECEMBER 31, 2001
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits-- December 31, 2002
Statement of Net Assets Available for Benefits-- December 31, 2001
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 2002
Statement of Changes in Net Assets Available for Benefits for the
Six-Month Period Ended December 31, 2001
NOTES TO FINANCIAL STATEMENTS
SUPPLEMENTAL SCHEDULE
Schedule 1: Schedule H, Line 4i--Assets (Held at End of
Year)--December 31, 2002
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of
Delta Air Lines, Inc.:
We have audited the accompanying statement of net assets available for benefits
of the Delta Family-Care Savings Plan (the "Plan") as of December 31, 2002, and
the related statement of changes in net assets available for benefits for the
year ended December 31, 2002. These financial statements are the responsibility
of the Administrative Committee of Delta Air Lines, Inc. in its capacity as
administrator of the Plan. Our responsibility is to express an opinion on these
financial statements and the schedule based on our audit. The financial
statements of the Plan as of December 31, 2001 and for the six-month period
ended December 31, 2001 were audited by other auditors who have ceased
operations. Those auditors expressed an unqualified opinion on those financial
statements in their report dated April 22, 2002.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2002, and the changes in its net assets available for benefits for the year
ended December 31, 2002 in conformity with accounting principles generally
accepted in the United States.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule is
presented for purposes of additional analysis and is not a required part of the
basic financial statements, but is supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. This schedule is the
responsibility of the Administrative Committee of Delta Air Lines, Inc. The
schedule has been subjected to the auditing procedures applied in the audit of
the basic 2002 financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
June 20, 2003
DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002
(IN THOUSANDS)
NONPARTICIPANT-DIRECTED
----------------------- PARTICIPANT-
ALLOCATED UNALLOCATED DIRECTED TOTAL
--------- ----------- ------------ -----------
ASSETS:
Cash $ - $ 13,121 $ 1,938 $ 15,059
--------- ---------- ----------- -----------
Investments, at fair value as determined by
quoted market prices (Note 4) 353,703 175,639 2,559,767 3,089,109
Investments, at contract value (Note 3) - - 723,287 723,287
--------- ---------- ----------- -----------
Total investments 353,703 175,639 3,283,054 3,812,396
--------- ---------- ----------- -----------
Receivables:
Employer contributions 3,036 - 21,167 24,203
Interest and dividends and other - 1 46 47
--------- ---------- ----------- -----------
Total receivables 3,036 1 21,213 24,250
--------- ---------- ----------- -----------
Total assets 356,739 188,761 3,306,205 3,851,705
LIABILITIES:
ESOP notes:
Current - 32,655 - 32,655
Noncurrent - 228,333 - 228,333
Interest payable - 10,570 - 10,570
Other payables 13 2,826 538 3,377
--------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 356,726 $ (85,623) $ 3,305,667 $ 3,576,770
========= ========== =========== ===========
The accompanying notes are an integral part of this statement.
DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001
(IN THOUSANDS)
NONPARTICIPANT-DIRECTED
----------------------- PARTICIPANT-
ALLOCATED UNALLOCATED DIRECTED TOTAL
--------- ----------- ------------ -----------
ASSETS:
Cash $ 7,559 $ - $ 779 $ 8,338
--------- --------- ----------- -----------
Investments, at fair value as determined by
quoted market prices (Note 4) 418,466 206,634 3,092,424 3,717,524
Investments, at contract value (Note 3) - - 660,670 660,670
--------- --------- ----------- -----------
Total investments 418,466 206,634 3,753,094 4,378,194
--------- --------- ----------- -----------
Receivables:
Employer contributions 9,891 - 13,575 23,466
Interest and dividends and other 2 1 982 985
--------- --------- ----------- -----------
Total receivables 9,893 1 14,557 24,451
--------- --------- ----------- -----------
Total assets 435,918 206,635 3,768,430 4,410,983
LIABILITIES:
ESOP notes:
Current - 29,207 - 29,207
Noncurrent - 260,988 - 260,988
Interest payable - 11,753 - 11,753
Other payables - - - -
--------- --------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 435,918 $ (95,313) $ 3,768,430 $ 4,109,035
========= ========= =========== ===========
The accompanying notes are an integral part of this statement.
DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2002
(IN THOUSANDS)
NONPARTICIPANT-DIRECTED
----------------------- PARTICIPANT-
ALLOCATED UNALLOCATED DIRECTED TOTAL
--------- ----------- ------------ -----------
CONTRIBUTIONS:
Participant $ - $ - $ 301,927 $ 301,927
Employer 26,238 39,491 37,626 103,355
INVESTMENT INCOME:
Net depreciation in fair value of investments (122,716) (41) (590,250) (713,007)
Interest and dividends 15,518 19,164 60,984 95,666
ALLOCATION OF SHARES, AT FAIR VALUE 26,601 (26,601) - -
BENEFITS PAID TO PARTICIPANTS (23,394) - (273,183) (296,577)
INTERFUND TRANSFERS (1,395) - 1,395 -
ADMINISTRATIVE EXPENSES (44) - (1,262) (1,306)
INTEREST EXPENSE ON ESOP NOTES - (22,323) - (22,323)
--------- --------- ----------- ----------
NET INCREASE (DECREASE) (79,192) 9,690 (462,763) (532,265)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 435,918 (95,313) 3,768,430 4,109,035
--------- --------- ----------- ----------
End of year $ 356,726 $ (85,623) $ 3,305,667 $3,576,770
========= ========= =========== ==========
The accompanying notes are an integral part of this statement.
DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE SIX-MONTH PERIOD ENDED DECEMBER 31, 2001
(IN THOUSANDS)
NONPARTICIPANT-DIRECTED
----------------------- PARTICIPANT-
ALLOCATED UNALLOCATED DIRECTED TOTAL
--------- ----------- ------------ -----------
CONTRIBUTIONS:
Participant $ - $ - $ 163,686 $ 163,686
Employer 9,964 30,619 22,087 62,670
INVESTMENT INCOME:
Net depreciation in fair value of investments (97,550) (11,518) (258,185) (367,253)
Interest and dividends 7,852 6,560 42,730 57,142
ALLOCATION OF SHARES, AT FAIR VALUE 25,213 (25,213) - -
BENEFITS PAID TO PARTICIPANTS (6,979) - (106,312) (113,291)
INTERFUND TRANSFERS (925) - 925 -
ADMINISTRATIVE EXPENSES (9) - (222) (231)
INTEREST EXPENSE ON ESOP NOTES - (11,753) - (11,753)
--------- --------- ----------- -----------
NET DECREASE (62,434) (11,305) (135,291) (209,030)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period 498,352 (84,008) 3,903,721 4,318,065
--------- --------- ----------- -----------
End of period $ 435,918 $ (95,313) $ 3,768,430 $ 4,109,035
========= ========= =========== ===========
The accompanying notes are an integral part of this statement.
DELTA FAMILY-CARE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND DECEMBER 31, 2001
1. DESCRIPTION OF PLAN
The following description of the Delta Family-Care Savings Plan (the
"Plan") provides only general information. Participants should refer to
the plan document for a complete description of the Plan's provisions.
The Plan is a defined contribution plan established by Delta Air Lines,
Inc. (the "Company" or "Delta"). Substantially all Delta and Delta
Technology, Inc. ("Delta Technology") personnel who are paid on the
United States domestic payroll or employed in the Commonwealth of
Puerto Rico are eligible to participate in the Plan. The Plan is
subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended, and is intended to qualify under
Section 404(c) of ERISA.
CONTRIBUTIONS
Employee contributions may be made, at the option of the employee, as
pre-tax contributions or after-tax contributions or as a combination of
both pre-tax and after-tax contributions.
Effective September 1, 2002, eligible U.S.-based nonpilot participants,
including Delta Technology participants, who are not highly compensated
employees may contribute up to 35% of eligible earnings to the Plan.
Prior to September 1, 2002 the limit was 23% for Delta employees and
18% for Delta Technology employees. Eligible nonpilot participants who
are highly compensated may contribute up to 13% of eligible earnings to
the Plan. Puerto Rico-based employees may contribute up to 10% of
eligible earnings. Eligible pilot participants who are not highly
compensated employees and eligible pilot participants who are highly
compensated employees may contribute up to 18% and 13%, respectively,
of eligible earnings to the Plan. Effective July 1, 2001, pilots who
exceed the Internal Revenue Code (the "Code") Section 401(a)(17) limit
in the prior plan year are subject to further restriction of the
percentage of earnings which may be deferred into the Plan. For
calendar year 2002 and 2001, the limit is 12%. Pre-tax contributions
are subject to the limits under Section 402(g) of the Code.
For nonpilot participants who have completed 12 months of service,
Delta makes a monthly matching contribution to a participant's account
of $.50 for every $1 contributed by the participant, up to 2% of the
participant's annual earnings, as defined in the plan document. Prior
to October 2002, matching contributions were made on a quarterly basis.
Effective July 1, 2001, the pilots are no longer eligible for the
matching contribution, but receive an employer contribution on a
monthly basis equal to 3% of eligible earnings. Pilots are eligible for
the contribution as of their hire date.
The first $1,650 ($1,600 for the six-months ended December 31, 2001 and
increased by $50 per plan year) of these company contributions (the
"Annual Cap") to a participant's account is invested in the Delta
Preferred Stock Fund, which consists of both Delta Series B ESOP
Convertible Preferred Stock ("Preferred Stock") and Delta Common Stock
("Common Stock"). The remainder, if any, of Delta's contributions to a
participant's account during a plan year will be allocated among
investment options chosen by the participant (Note 2) in the same
proportion as the participant directs for his/her own contributions to
these options. However, Delta's matching contributions in excess of the
Annual Cap shall be made in Common Stock for noncollectively bargained,
highly compensated employees, as determined under the Code, as amended.
Delta Technology participants may receive an additional annual
profit-sharing employer contribution equal to 5% of their annual
salary.
ADMINISTRATIVE EXPENSES
Certain administrative functions of the Plan are performed by officers
or employees of Delta. No such officer or employee receives
compensation from the Plan. All other administrative expenses of the
Plan are paid by the Plan.
VESTING
Delta participants are immediately vested in all contributions to their
accounts plus actual earnings thereon. Delta Technology participants
are immediately vested in contributions to their accounts with the
exception of the additional annual profit-sharing contribution they
receive, which vests ratably over a three-year period. At December 31,
2002, forfeitures totaled $34,000. These forfeitures from the Delta
Technology participants' accounts were used to offset the 2002 Delta
Technology profit-sharing employer contribution to the Plan.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contribution and allocations of the Company's contributions and plan
earnings (losses) in the manner described in the plan document, as well
as any withdrawals made. Participant's accounts are also charged with
an allocation of administrative expenses. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
ACCOUNT DISTRIBUTIONS
Upon retirement or eligibility for long-term disability, a
participant's non-Employee Stock Ownership Plan ("ESOP") account
balance may be distributed in the form of a single-sum cash payment,
cash payments in monthly variable installments for a definite period
not to exceed life expectancy, or variable monthly installments to be
paid over the life expectancy of the participant and the participant's
spouse.
Upon termination of employment for reasons other than retirement or
long-term disability, a participant's non-ESOP account balance may be
distributed as a lump-sum cash payment or the participant may elect to
defer distribution.
A participant's ESOP account balance may be distributed as a lump-sum
cash payment or, at the participant's election, in Common Stock when
distribution of the non-ESOP portion of the account begins.
While employed, a participant may elect to withdraw all after-tax
contributions, pre-1989 matching contributions, and the earnings
thereon. Under certain hardship circumstances, a participant may also
make an in-service withdrawal of pre-tax contributions.
LOANS TO PARTICIPANTS
Participants may borrow from their accounts a minimum of $1,000 up to a
maximum equal to the lesser of (1) $50,000, reduced by the highest
outstanding balance of loans for that participant during the previous
one year period, or (2) 50% of their account value not to exceed the
total value of their non-ESOP account. The loans are repaid, generally
through regular payroll deductions, over a period not to exceed four
years. The principal amounts of the loans are assets of the Plan and
earn interest, which represents income to the borrowing participant, at
a fixed rate equal to the average of the secured loan interest rate and
the unsecured loan interest rate of the Delta Employees' Credit Union
at the initiation of the loan (10% for the year ended December 31,
2002).
2. INVESTMENT OPTIONS
The investment options available to participants consist of numerous
mutual funds and several actively managed portfolios, including the
Delta Common Stock Fund which invests primarily in Common Stock. A
brokerage window was added to the Plan effective October 1, 2001. The
brokerage window provides access to mutual funds available through the
Fidelity Funds Network(R).
All available investment options are participant-directed except the
Delta Preferred Stock Fund, which consists of employer contributions
(both Preferred Stock and Common Stock) only. Participants who are age
55 and have completed ten years of participation in the Plan may
diversify their account out of Delta stock held in their ESOP account
annually over a six year period.
Accounts are limited to 30 investment options at any time (excluding
individual mutual funds purchased through the brokerage window), and
new contributions are required to be allocated in increments no smaller
than 5% (to no more than 20 investment options at a time). Participants
are not permitted to allocate more than 50% of their contributions to
the Delta Common Stock Fund.
3. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual
method of accounting. The year-end for the Plan changed from June 30 to
December 31 effective December 31, 2001. Therefore, the accompanying
financial statements present the Plan's net assets available for
benefits as of December 31, 2002 and December 31, 2001 and the changes
in net assets available for benefits for the year ended December 31,
2002 and for the six-month period ended December 31, 2001.
USE OF ESTIMATES
The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States requires
plan management to use estimates and assumptions that affect the
accompanying financial statements and disclosures. Actual results could
differ from these estimates. The Plan utilizes various investment
vehicles. Investment securities, in general, are exposed to various
risks, including interest rate, credit, and overall market volatility
risks. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes
could materially affect the amounts reported in the statements of net
assets available for benefits.
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments, except for investment contracts and Preferred Stock, are
stated at fair value as determined from the publicly stated price
information at the end of each trading day.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
The Preferred Stock is stated at fair value, which is determined based
on the greater of (a) the market price of the Delta Common Stock into
which each preferred share is convertible (Note 7) and (b) $72 per
share, plus accrued dividends.
The Plan's investment contracts are fully benefit-responsive and,
therefore, are presented at contract value (cost plus accrued income).
The fair value of the investment contracts held by the Plan at December
31, 2002 and December 31, 2001 was approximately $673,955,000 and
$580,875,000, respectively. The average yield rates for the investment
contracts for the year ended December 31, 2002 and for the six-month
period ended December 31, 2001 were 5.46% and 2.91%, respectively. The
weighted average crediting rates for the investment contracts for the
year ended December 31, 2002 and for the six-month period ended
December 31, 2001 were 5.17% and 5.63%, respectively. Certain
guaranteed investment contracts ("GICs") held by the Plan are
synthetic; that is, the Plan owns certain fixed income marketable
securities, and a third party provides a "wrapper" that guarantees a
minimum rate of return and provides benefit responsiveness. At December
31, 2002, the fair value of the underlying assets of the synthetic GICs
and the value of the related wrapper contracts was $598,508,000 and
$(26,721,000), respectively. At December 31, 2001, the fair value of
the assets underlying the synthetic GICs and the value of the related
wrapper contracts was $505,799,000 and $(14,425,000), respectively.
Interest rates on the synthetic GICs are generally reset quarterly by
the issuer and are guaranteed to be set at a rate not less than 0%.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
4. INVESTMENTS
The fair values of individual investments that represent 5% or more of
the Plan's total net assets as of December 31, 2002 and December 31,
2001 are separately identified as follows (in thousands, except for
share amounts):
December 31, 2002:
Fidelity Contrafund, 5,561,056 shares $ 214,657
Fidelity U.S. Equity Index Commingled Fund, 7,755,585 shares 203,739
Delta Common Stock, 14,836,337 shares 179,520*
Delta Preferred Stock, 6,065,489 shares 436,958**
December 31, 2001:
Fidelity Magellan Fund, 2,404,613 shares 250,654
Fidelity Contrafund, 5,927,068 shares 253,501
Fidelity U.S. Equity Index Commingled Fund, 8,274,589 shares 279,267
Delta Common Stock, 10,259,277 shares 300,188*
Delta Preferred Stock, 6,173,307 shares 444,787**
* Partially nonparticipant-directed
**Nonparticipant-directed
The net appreciation (depreciation) in fair value of investments
includes both net unrealized appreciation (depreciation) on assets held
during the year and net realized gains (losses) from the sale of
investments.
During the year ended December 31, 2002 and the six-month period ended
December 31, 2001, the Plan's investments appreciated (depreciated) in
fair value as follows (in thousands):
DECEMBER 31, December 31,
2002 2001
------------ ------------
Mutual funds $ (488,101) $ (210,527)
Delta Common Stock (204,515) (126,491)
Delta Preferred Stock 117 (23,308)
Commingled funds (20,508) (6,927)
---------- ----------
$ (713,007) $ (367,253)
========== ==========
NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the type of investments included in the
nonparticipant-directed portion of the net assets available for
benefits is as follows as of December 31, 2002 and December 31, 2001
(in thousands):
DECEMBER 31, December 31,
2002 2001
------------ ------------
Investments:
Delta Common Stock $ 92,361 $ 166,707
Delta Preferred Stock 436,958 444,787
Money market fund 23 13,606
--------- ---------
$ 529,342 $ 625,100
========= =========
5. TAX STATUS
The Plan has received a letter of determination dated May 29, 2003 from
the Internal Revenue Service, which states that the Plan, as amended
through February 25, 2002, is tax-qualified under the appropriate
sections of the Code, and therefore the trust established under the
Plan is tax-exempt. As a result of certain plan administration and
operational concerns, the Company has sought relief under Revenue
Procedure 2001-17. Subject to this relief, in the opinion of Delta's
management, the Plan, as of December 31, 2002, continues to be in
compliance with Section 401(a) and applicable subsections of Sections
409, 401(k), and 4975(e)(7) and continues to be entitled to an
exemption from federal income taxation under Section 501(a).
6. PLAN TERMINATION
Although it has not expressed any intent to do so at this time, Delta
has the right under the Plan to discontinue its contributions at any
time and to amend or terminate the Plan subject to the provisions of
ERISA. In the event of plan termination, participants will become 100%
vested in their accounts.
7. EMPLOYEE STOCK OWNERSHIP PLAN
The Plan includes a leveraged ESOP. In connection with the
establishment of the ESOP in 1989, Delta sold 6,944,450 shares of
Preferred Stock to the ESOP trustee for $72 per share, or approximately
$500 million. The ESOP trustee initially financed this purchase by
borrowing $493 million from Delta and approximately $7 million from a
bank. The unallocated shares of Preferred Stock are pledged as security
on the borrowings.
In 1990, the Plan issued $481.4 million principal amount of its
Guaranteed Serial ESOP notes ("ESOP Notes") to third-party lenders and
repaid the outstanding principal balances of the original loans. The
ESOP Notes and certain related tax indemnities are guaranteed by Delta
(Note 8). Therefore, the Company is obligated to make annual
contributions sufficient to fund principal and interest payments on the
ESOP Notes.
Each share of Preferred Stock has a stated value of $72; bears an
annual cumulative cash dividend of 6.00% or $4.32; is convertible into
1.7155 shares of Common Stock, subject to adjustment in certain
circumstances; and has a liquidation preference of $72 plus any accrued
and unpaid dividends. Generally, the Preferred Stock shareholders vote
together as a single class with the Common Stock
shareholders on matters upon which the Common Stock shareholders are
entitled to vote. The Preferred Stock has two votes per share, subject
to adjustment in certain circumstances.
The number of shares of Preferred Stock released from the unallocated
account for a plan year will generally be the number of shares of
Preferred Stock held in the unallocated account multiplied by the ratio
that the amount of principal and interest paid on the ESOP Notes, with
respect to such plan year, bears to the total amount of principal and
interest remaining to be paid (including payments with respect to such
plan year). Once shares are released from the unallocated account, they
are available to be allocated to participants' accounts as company
contributions and dividends on Preferred Stock.
The number of shares of Preferred Stock allocated to participant
accounts will be based on a value equal to the higher of $72 per share
or the market value of the shares of Preferred Stock, as defined in the
Plan. If, during the plan year, the value of the Preferred Stock
released from the unallocated account as a result of the repayment of
the ESOP Notes is less than Delta's matching or nonelective
contributions made in preferred stock to the Plan for that year, this
difference will be made up by Delta through (a) prepaying the ESOP
Notes to release additional shares of Preferred Stock, (b) contributing
cash to the Plan so the Plan's trustee can purchase Common Stock, or
(c) contributing shares of Common Stock to the Plan, in each case for
allocation to participants' accounts. However, if at the end of the
plan year the value of the Preferred Stock released from the
unallocated account as a result of the scheduled repayment of the ESOP
Notes during that plan year is greater than Delta's matching or
nonelective contributions made in preferred stock to the Plan for that
plan year then the excess will be allocated as of the end of the plan
year among all participants making contributions to the Plan at that
time.
The ESOP Notes will be repaid primarily from the Company's
contributions and dividends on the Preferred Stock. If dividends on
allocated shares are used to repay the ESOP Notes, additional shares of
Preferred Stock and Common Stock equal in value to such dividends will
be allocated to the accounts of participants who otherwise would have
received such dividends.
As of December 31, 2002, 3,627,412 shares of Preferred Stock with a
market value, as defined, of approximately $261,319,000 had been
allocated to participants' accounts, and 2,438,077 shares of Preferred
Stock with a market value, as defined, of approximately $175,639,000
were held in the unallocated account.
8. LONG-TERM DEBT
At December 31, 2002, the Plan's long-term debt, including current
maturities of $32,655,000, consisted of $260,988,000 aggregate
principal amount of ESOP Notes with final maturity dates ranging from
July 1, 2003 to January 1, 2009 and an interest rate of 8.10%. The
interest rates on the ESOP Notes are subject to adjustment in the event
of certain changes in the federal income tax laws. Subject to certain
restrictions, the ESOP Notes may be prepaid at the option of the Plan
at any time in whole or in part. Delta may be required to purchase the
ESOP Notes at the option of the holders in certain circumstances.
At December 31, 2002, the annual maturities of the ESOP Notes for the
next five years and thereafter are as follows (in thousands):
Years ending December 31:
2003 $ 32,655
2004 36,449
2005 40,621
2006 45,209
2007 50,254
After 2007 55,800
---------
Total $ 260,988
=========
9. RELATED-PARTY TRANSACTIONS
Certain of the Plan's investments are shares of mutual funds,
collective trusts, or interests in cash reserve accounts managed by
Fidelity Management Trust Company (the "Trustee") or affiliates of the
Trustee. Transactions related to such investments qualify as
permissible party-in-interest transactions under ERISA. Amounts held in
such investments at December 31, 2002 are included in Schedule 1. Fees
paid by the Plan to an affiliate of the Trustee for record keeping
services totaled $454,000 and $231,000 for the year ended December 31,
2002 and for the six-month period ended December 31, 2001,
respectively. Fees paid by the Plan for investment management vary by
fund and are generally reflected as a reduction in fund earnings.
Schedule 1
Page 1 of 11
DELTA FAMILY-CARE SAVINGS PLAN
SCHEDULE H, LINE 4i - ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
PRINCIPAL AMOUNT
OR NUMBER OF COST OR
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE
DELTA COMMINGLED STOCK FUND:
Delta International Equity Pool:
* Fidelity Management & Research Company, Fidelity Overseas Fund 602,852 (a) $ 17,345,027
* FMTC Select International Portfolio 1,354,218 (a) 60,243,871
Delta U.S. Equity Pool:
* Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 969,980 (a) 14,773,760
* Fidelity Management & Research Company, FMTC Select Equity Portfolio 4,695,938 (a) 115,917,354
RS Investment, RS Mid Cap Growth Fund 1,161,344 (a) 14,490,781
-------------
Total 222,770,793
-------------
DELTA COMMINGLED BOND FUND:
* FMTC Broad Market Duration 6,379,341 (a) 123,568,474
-------------
Total 123,568,474
-------------
DELTA COMMON STOCK FUND:
* Delta Air Lines, Inc. Common Stock 7,203,210 (a) 87,158,841
* Fidelity Institutional Cash Portfolio: Money Market 1,050,326 (a) 1,050,326
-------------
Total 88,209,167
-------------
INSURANCE CONTRACT/STABLE VALUE FUND:
* Fidelity Management Trust Company, Short-Term Investment Fund 15,752,568 (a) 15,752,568
GUARANTEED INVESTMENT CONTRACTS:
Allstate Life Insurance Company:
GAC-6324, 5.93%, due April 19, 2005 (a) 3,309,454
Business Men's Assurance Company:
#1308, 5.41%, due June 2, 2003 (a) 6,252,831
Caisse des Depots:
BR-261-02, 5.36%, due October 15, 2003 (a) 5,055,378
GE Life & Annuity Assurance Company:
GS-3448, 7.38%, due August 16, 2004 (a) 3,552,834
GS-3442, 7.49%, due July 21, 2003 (a) 2,387,988
GS-3529, 5.55%, due March 29, 2004 (a) 2,752,422
John Hancock Life Insurance:
#15133, 5.95%, due January 18, 2005 (a) 3,361,760
#15096-GAC, variable rate 1.96%, due December 1, 2003 (a) 5,007,983
Metropolitan Life Insurance Company:
GAC-25642, 7.17%, due September 20, 2004 (a) 2,928,012
GAC-25701, 7.09%, due November 1, 2004 (a) 4,640,124
GAC-28206, 5.42%, due July 27, 2004 (a) 1,078,720
Monumental Life Insurance Company:
#00200FR, 7.18%, due October 4, 2004 (a) 2,337,130
#MDA221FR, 6.56%, due December 15, 2003 (a) 3,416,606
New York Life Insurance Company:
#06494-002, 6.78%, due February 20, 2003 (a) 1,006,030
GA-31314, 5.25% (a) 3,222,340
GA-31199, 7.15%, due November 8, 2004 (a) 5,794,029
Prudential Insurance Company:
#10009-212, 6.15%, due June 18, 2003 (a) 6,550,653
SunAmerica Life Insurance Company:
#4888, 8.41%, due January 2, 2004 (a) 8,878,032
SYNTHETIC INSURANCE CONTRACTS:
Allstate Life Insurance Company:
ANRC Auto Owner Trust 2001-A, Class A-4 Certificates, 2.17%,
June 16, 2008 (a) 1,147,223
Schedule 1
Page 2 of 11
PRINCIPAL AMOUNT
OR NUMBER OF COST OR
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE
BMW Vehicle Owner Trust 2001-A, Class A-4 Certificates, 2.12%
May 25, 2006 (a) 2,303,094
DiamlerChrysler Auto Trust 2001-A, Class A-4, Certificates, 2.06%,
March 6, 2006 (a) 4,221,268
Ford Credit Auto Owners Trust 2001-E, Class A-4 Certificates, 1.92%,
March 15, 2006 (a) 3,733,682
GE Capital Commercial Mortgage Corp. 2001-2, Class A1 Certificates,
2.91%, August 11, 2033 (a) 3,637,168
U.S. Treasury Note, 2.2%, due May 15, 2007 (a) 6,505,890
Wrapper contract #77141, 5.18% (a) (1,586,119)
Allstate Life Insurance Company:
INVESCO Group Trust Gamma Fund (a) 16,174,707
Wrapper contract #77140, 5.84% (a) (1,375,203)
Bank of America:
INVESCO Group Trust Lambda II Fund (a) 6,299,792
Wrapper contract #01-044, 5.23% (a) (289,550)
Bank of America:
INVESCO Group Trust Intermediate Government Credit Fund (a) 34,311,611
Wrapper contract #01-098, 4.59% (a) (1,367,079)
Caisse des Depots:
INVESCO Group Trust High Quality Structured Services Fund (a) 37,794,821
Wrapper contract #1261-01, 4.35% (a) (860,950)
GLOBAL WRAP:
Abbey National Yank., 8.2%, October 15, 2004 (a) 1,456,005
ABN-AMRO Bank (Chicago) 7.25%, May 31, 2005 (a) 277,391
Alabama Power Company, 4.88%, September 1, 2004 (a) 1,161,631
American Express Credit Account Master TR Series 2001-1 CL A 7.2%
February 15, 2005 (a) 3,319,790
American General Finance Corp. SR MTN 4.5%, November 15, 2007 (a) 516,958
Americredit Auto Rec TR Series 2002-EM CL A4A 3.32%,
August 6, 2007 (a) 511,171
Amvescap PLC 6.6%, May 15, 2005 (a) 581,978
Arcadia Automobile Receivables Trust 1998-C, Class A-3 Certificates,
5.67%, August 15, 2006 (a) 1,061,604
AT & T Corp., 6.375%, March 15, 2004 (a) 2,891,321
Bank of Boston 8%, September 15, 2004 (a) 441,224
Bank One Corp., 7.63%, August 1, 2005 (a) 1,199,049
Bank One Issuance Trust Series 2002-A@ CL A2 4.16%,
May 15, 2005 (a) 1,048,529
Bank of America, 7.88%, May 16, 2005 (a) 795,616
Bank of America GLBL 3.875%, January 15, 2008 (a) 916,389
BankAmerica Manufactured HSG Contract TR V 6.24%,
December 10, 2003 (a) 8,952,875
BMW Vehicle Owner Trust Series 2002-A CL A 3 3.8%,
December 25, 2004 (a) 709,628
British Columbia (Province of) Canada 7.25%, February 8, 2005 (a) 818,334
CSXT Trade Receivables Master Trust, Series 1998-1, 6.00%, June 25, 2003 (a) 6,074,950
Capital One Auto Finance Trust Series 2002-2, 4.03%, January 15, 2005 (a) 984,289
Capital One Auto Finance Trust Series 2002-B Class A3A FLT RT, 2.71% (a) 433,270
May 15, 2005
Capital One Master TR Series 2001-7A, 3.85%, October 15, 2004 (a) 3,452,285
Capital One Multi-Asset Execution TR FLT RT, 1ML+68, September 15, 2005 (a) 600,673
Caterpillar Financial Services Medium terms NTS, 4.69%, April 25, 2002 (a) 420,762
Chase Manhattan Corp, 6.75%, December 1, 2004 (a) 1,616,508
Chile (Republic of), 5.625%, July 23, 2007 (a) 418,475
Citibank CC Issuance Trust Series 2001-AS NT, 4.1%, December 7, 2004 (a) 3,756,972
Citibank Credit Card Master Trust Series 1997-7 Class A, 6.65%,
November 15, 2004 (a) 1,422,564
Citibank Credit Card Master Trust Series 1999-1 Class-A, 5.5%
February 15, 2004 (a) 1,489,997
Citicorp, 6.75%, August 15, 2005 (a) 317,642
Schedule 1
Page 3 of 11
PRINCIPAL AMOUNT
OR NUMBER OF COST OR
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE
Citigroup Inc, 5.75%, May 10, 2006 (a) 311,711
Citigroup Inc, 5% March 6, 2007 (a) 287,055
CIT Group Holdings Inc., 5.63%, May 17, 2004 (a) 926,235
COMM 2000-FL3 2000-FL3 Tranche A 144A Var RT, 1ML+22,
October 15, 2003 (a) 509,616
Computer Science Corp Notes, 7.5%, August 8, 2005 (a) 853,923
Countrywide Home Loan, 5.25%, June 15, 2004 (a) 948,581
Credit Suisse First Boston USA, Inc, 5.875%, August 1, 2006 (a) 219,091
CS First Boston Group Inc Series 1997-C2 Class A2, 6.52%, July 17, 2007 (a) 380,131
CSFB ABS Trust Series 2002-CKP1 CL A1, 4.627%, November 15, 2006 (a) 1,089,557
CSFB Coml Mtg PTC 1999-C1 Tranche A-1, 6.91%, January 15, 2008 (a) 343,134
Daimer Chrysler, 7.4%, January 20, 2005 (a) 555,405
DaimlerChrysler Nth America Hldgs, 6.4%, May 15, 2006 (a) 325,841
DaimlerChrysler North American Hldg Series Medium Term NTS, 3.4%,
December 15, 2004 (a) 807,063
Dayton Hudson Credit Card Master Trust Series 1998-1 Class A, 5.9%
July 25, 2003 (a) 5,118,686
Deere John Cap Corp Series Mtnd, 4.125%, July 15, 2005 (a) 526,919
Discover Card Mstr Tr 96-3 Series A, 6.05%, February 15, 2006 (a) 5,827,012
Fannie Mae, 2.75%, December 16, 2003 (a) 6,054,011
Federal Home Loan Banks, 4.875%, April 16, 2004 (a) 2,739,917
Federal Home Loan Banks, 3.375%, May 14, 2004 (a) 22,985,521
Federal Home Loan Mortgage Corporation, 4.125%, February 4, 2003 (a) 6,116,153
Federal Home Loan Mortgage Corporation, 7%, July 15, 2005 (a) 29,667,054
Federal Home Loan Mortgage Corp, 6.5%, October 15, 2004 (a) 4,159,662
Federal Home Loan Mortgage Corporation 1198 Tranche 1198-J, 7%
February 15, 2007 (a) 840,949
Federal National Mortgage Association Pool #545172, 6%, February 25, 2016 (a) 3,083,009
Federal National Mortgage Association Pool # 630950, 6.5%
November 25, 2016 (a) 517,855
Federal National Mortgage Association Pool # 649154, 6%, June 25, 2017 (a) 630,857
FHLMC Series 1610 Tranche PM, 6.25%, August 15, 2006 (a) 875,923
FHLMC Series 1634 Tranche PW, 4%, December 15, 2005 (a) 5,598,405
FHLMC Series 1650 Tranche H 6.25%, September 15, 2005 (a) 200,750
FHLMC Series 1652 Tranche PJ, 6.6%, September 15, 2004 (a) 693,261
FHLMC Series 1680 Tranche PH, 6.25%, December 15, 2005 (a) 1,057,326
FHLMC Series 1708 Tranche D, 6%, January 15, 2005 (a) 283,417
FHLMC Series 1803 Tranche AB, 6%, January 15, 2007 (a) 6,187,275
First Data Corp, 4.7%, November 1, 2006 (a) 559,578
First Union Corp, 7.1%, August 15, 2004 (a) 1,547,241
First Union Corp, 7.55%, August 18, 2005 (a) 577,307
First Union-Lehman Bros 97-C1 Tranche A-2, 7.3%, November 18,2006 (a) 436,454
Fleet Financial Group Notes, 7.25%, September 15, 2005 (a) 1,354,350
Florida Power & Light Co, 6.875%, December 1, 2005 (a) 1,036,731
FNMA Remic Series 1997-9 Tranche B, 6.49999%, June 25, 2005 (a) 1,957,886
FNMA Remic Trust 2001-16 Tranche Pd, 5.25%, November 25, 2003 (a) 844,765
FNMA Series 93-225 Tranche OH, 6.3%, July 25, 2005 (a) 966,598
FNMA Series 94-050 Tranche PH, 5.5%, October 25, 2005 (a) 1,041,156
FNMA Series 1996-28 Tranche PG, 6.5%, November 25, 2003 (a) 1,182,766
FNR 1996-40 Tranche J, 6%, November 25, 2007 (a) 1,711,761
Gannett Inc, 4.95%, April 1, 2005 (a) 674,523
GCB Morgan Stanley, 5.625%, January 20, 2004 (a) 213,087
General Elec Cap Corp Mtn Be, 7.25%, February 1, 2005 (a) 2,148,760
General Electric Capital Co, 7.25%, May 3, 2004 (a) 1,407,187
General Motors Accep Corp, 7.5%, July 15, 2005 (a) 1,838,161
GNMA Remic Tr Series 2002-25 CL A, 5.161%, March 16, 2008 (a) 464,230
Goldman Sachs Group, 7.625%, August 17, 2005 (a) 630,097
Government National Mortgage Association Series 2002-37 Class A, 4.538%
May 16, 2009 (a) 1,011,980
Government National Mortgage Association Series 2002-53 Class AL, 4.402%
September 16, 2012 (a) 2,876,981
GS Mortgage Secs Corp 1997-GL Tranche A-2B December 13, 2003 (a) 1,365,386
Schedule 1
Page 4 of 11
PRINCIPAL AMOUNT
OR NUMBER OF COST OR
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE
Heller Comm Mtg 2000-PH-1 Tranche A-1, 7.715%, September 15, 2008 (a) 272,650
Hewlett-Packard Co, 7.15%, June 15, 2005 (a) 881,831
Hewlett Packard Company, 5.75%, December 15, 2006 (a) 430,881
Household Automotive Trust Flt Rt, 2.75%, June 17, 2005 (a) 394,005
Household Automotive Trust Series 2002-CL A3, 2.85%, April 17, 2005 (a) 494,218
Household Fin Corp, 8%, May 9, 2005 (a) 2,243,190
Household Home Equity Loan Trust Series 2002-2 CL A Fltg Rate, 1ML+30,
February 22, 2011 (a) 562,159
Household Prvt Label Credit Master C Ser 2001-2 CL A, 4.95%
August 15, 2004 (a) 2,136,169
HSBC Bank, 8.625%, December 15, 2004 (a) 1,461,991
International Bank for Rec & Dev Series Mtn, 3.5%, October 22, 2004 (a) 1,245,192
Keycorp Medium Terms Nts, 4.625%, May 16, 2005 (a) 557,134
Keyspan Corp, 7.25%, November 15, 2005 (a) 1,040,159
Lehman Brothers Holdings, 7.75%, January 15, 2005 (a) 1,704,921
MBNA Master Credit Card Trust Series 2000-1 CL A, 6.9%, August 15, 2005 (a) 4,452,491
Merrill Lynch & Co Series B, 5.35%, June 15, 2004 (a) 1,255,322
Merrill Lynch & Co, Inc, 4%, November 15, 2007 (a) 304,595
Morgan Stanley Dean Witter, 6.1%, April 15, 2006 (a) 1,102,242
Newcourt Credit Group Inc Series B, 6.875%, February 16, 2005 (a) 69,997
Ontario (Province of), 7.625%, June 22, 2004 (a) 3,247,573
Onyx Accept Owner Tr 2002-A Series A-3, 3.75%, October 15, 2004 (a) 522,163
Onyx Accept Owner Tr 2002-B Series A-3, 3.94%, December 15, 2004 (a) 350,383
Onyx Accept Owner Tr 2002-C Series A-3, 3.29%, April 15, 2005 (a) 570,701
Onyx Acceptance Auto Trust Flt Rt, 2.47%, May 15, 2005 (a) 603,707
Peco Energy Transition Trust 1999-A Series A-4, 5.8%, March 1, 2005 (a) 3,784,135
Philip Morris, 6.375%, February 1, 2006 (a) 880,656
Phillip Morris Global BD, 7%, July 15, 2005 (a) 335,533
Phillips Petroleum, 8.5%, May 25, 2005 (a) 1,374,743
PNC Bank N.A., 7.88%, April 15, 2005 (a) 1,230,614
Powergen US Funding LLC, 4.5%, October 15, 2004 (a) 972,349
PP&L Transition Bond Company LLC 1999-1 Tranche, 6.72%
December 25, 2003 (a) 6,192,998
Prime CC Master Tr Series 2000-1 Class A, 6.7%, November 15, 2002 (a) 1,305,929
Prudential Secur Fin Secs Secd Fing Coml Mtg Passthru Ctf 2000-Key1 CL-A,
7.617%, June 15, 2009 (a) 288,442
Quebec Prov Cda Series NS, 8.625%, January 19, 2005 (a) 1,862,255
Reed Elsevier Capital, 6.25%, March 31, 2005 (a) 559,056
Royal Bank of Scotland, 8.817%, March 31, 2005 (a) 515,092
Royal Bank of Scotland Series 3, 7.816% (a) 474,054
Salomon Smith Barney Hld, 5.875%, March 15, 2006 (a) 1,816,989
Sears Cr Acct Master Tr 1998-2 Series A, 5.25%, October 15, 2004 (a) 7,026,096
Telefonica Europe, 7.35%, September 15, 2005 (a) 1,157,868
United States Treas Nts, 1.75%, December 31, 2004 (a) 53,661,414
U.S. Government Treasury Notes, 6.875%, May 15, 2006 (a) 24,059,067
Verizon Global Funding Corp, 6.75%, December 1, 2005 (a) 1,110,532
Verizon Wireless Inc, 5.375%, December 15, 2006 (a) 523,537
Viacom Inc, 7.75%, June 1, 2005 (a) 676,087
Vodafone Group, 7.625%, February 15, 2005 (a) 1,272,611
Wells Fargo & Co., 4.8%, July 29, 2005 (a) 1,728,766
WFS Financial Owner TR Series 2002-1 CL A3A, 4.15%, March 20, 2005 (a) 1,132,332
WFS Financial Owner Trust Series 2002-2 Class A3, 3.81%
November 20, 2005 (a) 1,238,373
Wrapper Contracts, 5.2% (a) (13,194,741)
ING Life Insurance & Annuity Company:
ING Separate Account #431 (a) 22,596,030
Wrapper contract #14617, 5.17% (a) (1,973,897)
Metropolitan Life Insurance Company:
Case Equipment Loan Trust 1999-A, Class A-4 Certificates, 2.02% (a) 1,310,319
U.S. Treasury Note, 5.75%, due November 2004 (a) 5,563,095
FNMA Grantor Trust 2001-T7, Class A-1 Certificates, 4.7% (a) 3,680,699
Schedule 1
Page 5 of 11
PRINCIPAL AMOUNT
OR NUMBER OF COST OR
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE
Commercial Mortgage Trust 1999-C1, Class A-1 Pass Through
Certificates, 2.97% (a) 4,270,590
Goldman Sachs Mortgage Sec. Corp. II, 1996-PL, Class A-1
Certificates, 2.28% (a) 731,114
Wrapper contract #28441, 5.15% (a) (891,984)
Monumental Life Insurance Company:
INVESCO Group Trust High Quality Structured Services Fund (a) 19,541,444
Wrapper contract #00446TR, 3.53% (a) (266,820)
Monumental Life Insurance Company:
EquiCredit HEQ Loan, EQCC 99-1 A3F, 2.15% (a) 3,787,701
Fannie Mae Whole Loan, FNMA 9-09, 3.69% (a) 7,155,792
Ford Auto Owners Trust, FORDO 01-C A5, 1.81% (a) 1,356,255
Hancock Separate Acct, HANC S.A. #48, 5.57% (a) 867,541
Home Ownership Fund CO., HOFC 97-1 A, 3.62% (a) 5,575,688
Merril Lynch Mgt Invstr, MLMI 97-C1 A1, 1.95% (a) 667,685
Morgan Stanely DW Cap., MSDWC 01-TOP3, 2.74% (a) 1,707,079
PNC Student Loan, PNCSL 97-2 A6, 2.46% (a) 2,077,962
Wrapper contract # 00283TR, 5.60% (a) (583,277)
Rabobank Netherland:
Short-term Bond Fund - INVESCO, IGT Short-term Bond Fund (a) 22,339,754
Wrapper contract #DAL070201, 2.9% (a) (181,673)
State Street Bank and Trust Co.:
CIT Equipment Collateral Trust 2001-A, Class A-4 Certificates, 2.69% (a) 2,517,658
Federal Home Loan Mortgage Corporation, 3.21%, due April 2008 (a) 18,154,224
U.S. Treasury Note, 2.90%, due May 2008 (a) 6,851,016
WFS Financial Owners Trust 2001-C, Class A-4 Certificates, 2.16% (a) 4,243,088
Wrapper contract, 5.42%, due July 2, 2001 (a) (2,923,676)
Union Bank of Switzerland AG:
Fannie Mae Whole Loan, FN 375171, 3.74% (a) 10,308,601
Fannie Mae Whole Loan, FN 375087, 3.84% (a) 4,682,156
Fannie Mae Whole Loan, FNMA 6.625 9-09, 3.69% (a) 2,981,580
Federal Home Loan Mtge, FHLMC 5.5 07-06, 2.55% (a) 3,374,208
Hancock Separate Acct., HANC S.A. #48, 5.57% (a) 738,216
Wrapper contract #5010, 5.89% (a) (1,225,559)
-----------
Total 659,072,489
-----------
DELTA AIRLINES BALANCED FUND:
Delta U.S. Equity Pool:
* Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 5,176 (a) 78,838
* Fidelity Management & Research Company, FMTC Select Equity Portfolio 25,059 (a) 618,578
RS Investment, RS Mid Cap Growth Fund 6,197 (a) 77,328
* FMTC Broad Market Duration 40,357 (a) 781,721
-----------
Total 1,556,465
-----------
DELTA CONSERVATIVE BALANCED FUND:
Delta U.S. Equity Pool:
* Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 71,626 (a) 1,090,931
* Fidelity Management & Research Company, FMTC Select Equity Portfolio 346,760 (a) 8,559,627
RS Investment, RS Mid Cap Growth Fund 85,756 (a) 1,070,035
* FMTC Broad Market Duration 1,788,594 (a) 34,645,248
-----------
Total 45,365,841
-----------
DELTA GROWTH BALANCED FUND:
Delta U.S. Equity Pool:
* Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 422,105 (a) 6,429,075
Schedule 1
Page 6 of 11
PRINCIPAL AMOUNT
OR NUMBER OF COST OR
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE
* Fidelity Management & Research Company, FMTC Select Equity Portfolio 2,043,524 (a) 50,443,584
RS Investment, RS Mid Cap Growth Fund 505,380 (a) 6,305,932
* FMTC Broad Market Duration 1,014,295 (a) 19,646,993
-----------
Total 82,825,584
-----------
DELTA PREFERRED STOCK FUND:
* Delta Air Lines, Inc. Common Stock 7,633,127 270,465,376 92,360,837
* Delta Air Lines, Inc. Convertible Preferred Series B 6,065,489 453,216,528 436,957,828
* Fidelity Institutional Cash Portfolio--Money Market 23,389 23,389 23,389
-----------
Total 529,342,054
-----------
MUTUAL AND COMMINGLED FUNDS:
* Delta Employees' Credit Union Fund 6,652,596 (a) 6,652,596
* Fidelity Management & Research Company, Fidelity Aggressive
Growth Fund 2,025,313 (a) 22,663,253
* Fidelity Management & Research Company, Fidelity Asset Manager 156,589 (a) 2,160,923
* Fidelity Management & Research Company, Fidelity Asset Manager:
Growth 125,577 (a) 1,503,158
* Fidelity Management & Research Company, Fidelity Asset Manager:
Income 47,319 (a) 513,889
* Fidelity Management & Research Company, Fidelity Balanced Fund 528,506 (a) 7,023,848
* Fidelity Management & Research Company, Fidelity Blue Chip Growth
Fund 432,212 (a) 13,804,851
* Fidelity Management & Research Company, Fidelity Canada Fund 35,566 (a) 644,458
* Fidelity Management & Research Company, Fidelity Capital & Income
Fund 378,519 (a) 2,377,097
* Fidelity Management & Research Company, Fidelity Capital Appreciation
Fund 105,585 (a) 1,708,370
* Fidelity Management & Research Company, Fidelity Contrafund 5,561,056 (a) 214,656,760
* Fidelity Management & Research Company, Fidelity Contrafund II 91,550 (a) 793,742
* Fidelity Management & Research Company, Fidelity Convertible Securities
Fund 236,596 (a) 3,865,987
* Fidelity Management & Research Company, Fidelity Disciplined Equity Fund 43,770 (a) 786,548
* Fidelity Management & Research Company, Fidelity Diversified International
Fund 435,331 (a) 7,470,287
* Fidelity Management & Research Company, Fidelity Dividend Growth Fund 1,162,741 (a) 25,952,377
* Fidelity Management & Research Company, Fidelity Emerging Markets Fund 202,869 (a) 1,462,688
* Fidelity Management & Research Company, Fidelity Equity-Income Fund 1,055,143 (a) 41,857,515
* Fidelity Management & Research Company, Fidelity Equity-Income II Fund 199,400 (a) 3,467,573
* Fidelity Management & Research Company, Fidelity Europe Capital
Appreciation Fund 126,165 (a) 1,744,865
* Fidelity Management & Research Company, Fidelity Europe Fund 126,673 (a) 2,320,650
* Fidelity Management & Research Company, Fidelity Export & Multinational
Fund 271,709 (a) 3,735,993
* Fidelity Management & Research Company, Fidelity Fifty Fund 386,438 (a) 6,198,459
* Fidelity Management & Research Company, Fidelity Four in One Index Fund 53,972 (a) 974,202
* Fidelity Management & Research Company, Fidelity Freedom Fund 30,728 (a) 180,063
* Fidelity Management & Research Company, Fidelity Fund 248,405 (a) 5,529,490
* Fidelity Management & Research Company, Fidelity Ginnie Mae Fund 1,150,776 (a) 12,934,717
* Fidelity Management & Research Company, Fidelity Global Balanced Fund 20,434 (a) 302,020
* Fidelity Management & Research Company, Fidelity Government Income Fund 644,399 (a) 6,753,299
Schedule 1
Page 7 of 11
PRINCIPAL AMOUNT
OR NUMBER OF COST OR
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE
* Fidelity Management & Research Company, Fidelity Growth & Income Portfolio 3,075,398 (a) 93,215,316
* Fidelity Management & Research Company, Fidelity Growth & Income Portfolio
II 47,918 (a) 363,697
* Fidelity Management & Research Company, Fidelity Growth Company Fund 499,179 (a) 17,680,916
* Fidelity Management & Research Company, Fidelity Hong Kong & China Fund 165,304 (a) 1,795,202
* Fidelity Management & Research Company, Fidelity Institutional
Short-Intermediate Government Portfolio 307,765 (a) 3,022,251
* Fidelity Management & Research Company, Fidelity Intermediate Bond Fund 325,054 (a) 3,487,829
* Fidelity Management & Research Company, Fidelity International Bond Fund - (a) -
* Fidelity Management & Research Company, Fidelity International Growth &
Income Fund 42,546 (a) 715,624
* Fidelity Management & Research Company, Fidelity International Value Fund 99,558 (a) 1,068,255
* Fidelity Management & Research Company, Fidelity Investment-Grade Bond
Fund 588,970 (a) 4,458,503
* Fidelity Management & Research Company, Fidelity Japan Fund 302,410 (a) 2,549,314
* Fidelity Management & Research Company, Fidelity Japan Small Companies
Fund 1,467,664 (a) 9,451,758
* Fidelity Management & Research Company, Fidelity Large-Cap Stock Fund 186,580 (a) 2,080,363
* Fidelity Management & Research Company, Fidelity Latin America Fund 79,383 (a) 740,639
* Fidelity Management & Research Company, Fidelity Low-Priced Stock Fund 2,309,942 (a) 58,141,251
* Fidelity Management & Research Company, Fidelity Magellan Fund 1,612,350 (a) 127,311,191
* Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 1,184,485 (a) 19,259,727
* Fidelity Management & Research Company, Fidelity New Markets Income Fund 354,561 (a) 4,017,174
* Fidelity Management & Research Company, Fidelity Nordic Fund 135,439 (a) 2,062,739
* Fidelity Management & Research Company, Fidelity OTC Portfolio 1,397,064 (a) 33,403,794
* Fidelity Management & Research Company, Fidelity Overseas Fund 52,716 (a) 1,159,750
* Fidelity Management & Research Company, Fidelity Pacific Basin Fund 1,288,461 (a) 16,440,768
* Fidelity Management & Research Company, Fidelity Puritan Fund 420,270 (a) 6,636,065
* Fidelity Management & Research Company, Fidelity Real Estate Investment
Fund 1,714,625 (a) 31,531,960
* Fidelity Management & Research Company, Fidelity Retirement Government
Money Market Portfolio 14,278,051 (a) 14,278,051
* Fidelity Management & Research Company, Fidelity Retirement Growth Fund 236,040 (a) 3,085,043
* Fidelity Management & Research Company, Fidelity Retirement Money Market
Portfolio 112,372,342 (a) 112,372,342
* Fidelity Management & Research Company, Fidelity Short-Term Bond Fund 283,867 (a) 2,551,965
* Fidelity Management & Research Company, Fidelity Small-Cap Selector Fund 163,382 (a) 2,172,978
* Fidelity Management & Research Company, Fidelity Small-Cap Stock Fund 549,958 (a) 6,511,498
* Fidelity Management & Research Company, Fidelity Southeast Asia Fund 200,255 (a) 1,934,465
* Fidelity Management & Research Company, Fidelity Stock Selector Fund 20,247 (a) 335,703
* Fidelity Management & Research Company, Fidelity TechnoQuant Growth Fund 88,077 (a) 628,870
* Fidelity Management & Research Company, Fidelity Trend Fund 3,872 (a) 149,622
* Fidelity Management & Research Company, Fidelity U.S. Bond Index Fund 993,830 (a) 11,170,645
* Fidelity Management & Research Company, Fidelity Utilities Fund 249,340 (a) 2,418,599
Schedule 1
Page 8 of 11
PRINCIPAL AMOUNT
OR NUMBER OF COST OR
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE
* Fidelity Management & Research Company, Fidelity Value Fund 380,995 (a) 17,674,374
* Fidelity Management & Research Company, Fidelity Worldwide Fund 63,846 (a) 758,495
* Fidelity Management & Research Company, Spartan Market Index Fund 227,613 (a) 13,763,768
* Fidelity Management & Research Company, Spartan U.S. Equity Index Fund 424,992 (a) 13,238,513
* Fidelity Management Trust Company, Fidelity U.S. Equity Index Commingled
Fund 7,755,585 (a) 203,739,222
* Fidelity Strategy Inc. 102,169 (a) 960,384
* Self-directed investments, publicly traded 9,297,755 (a) 9,297,561
* Strategic Advisors, Fidelity Freedom 2000 Fund 64,150 (a) 706,295
* Strategic Advisors, Fidelity Freedom 2010 Fund 333,158 (a) 3,811,330
* Strategic Advisors, Fidelity Freedom 2020 Fund 402,390 (a) 4,281,435
* Strategic Advisors, Fidelity Freedom 2030 Fund 259,702 (a) 2,659,344
* Strategic Advisors, Fidelity Freedom Income Fund 58,873 (a) 624,055
American Century Mutual Funds, Inc., American Century Select Fund,
Investor shares 309,688 (a) 8,826,116
American Century Mutual Funds, Inc., Century Ultra Fund, Investor shares 3,133,756 (a) 66,372,959
Ariel Capital Management, Ariel Appreciation Fund 430,501 (a) 14,232,372
Ariel Capital Management, Ariel Fund 365,821 (a) 12,891,516
Ariel Capital Management, Ariel Premier Bond Fund, Institutional Shares 94,501 (a) 1,003,605
Baron Funds, Baron Asset Fund 13,898 (a) 478,369
Baron Funds, Baron Growth Fund 724,167 (a) 19,480,087
Calvert Asset Management Company, Inc., Calvert Capital Accumulation
Fund, Class A Shares 24,269 (a) 409,178
Calvert Asset Management Company, Inc., Calvert New Vision Small-Cap
Fund, Class A Shares 64,461 (a) 896,006
Calvert Asset Management Company, Inc., Calvert Social Investment
Balanced Fund, Class A Shares 9,375 (a) 209,441
Calvert Asset Management Company, Inc., Calvert World Values
International Equity Fund, Class A Shares 15,824 (a) 202,072
Credit Suisse Asset Management, CS Warburg Pincus Emerging Growth Fund,
common shares 41,628 (a) 784,693
Credit Suisse Asset Management, CS Warburg Pincus Global Fixed Income
Fund, common shares 47,853 (a) 470,869
Credit Suisse Asset Management, CS Warburg Pincus Value II Fund, common
shares 93,782 (a) 987,522
Credit Suisse Asset Managemnet, CS Warburg Pincus Capital Appreciation
Fund, common shares 183,038 (a) 2,223,909
CS Intl Focus COM 26,141 (a) 209,130
Delaware Management Company, Delaware Trend Fund, Class A shares 1,988,697 (a) 29,233,853
Domini Social Investments, Domini Social Equity Fund 57,236 (a) 1,236,291
Fiduciary Management Associates, UAM/FMA Small Company Portfolio,
Institutional Shares 52,183 (a) 844,315
Founders Asset Management, Founders Balanced Fund, Class F shares 31,195 (a) 208,697
Founders Asset Management, Founders Discovery Fund, Class F shares 181,959 (a) 3,464,503
Founders Asset Management, Founders Growth and Income Fund, Class F
shares 70,461 (a) 246,614
Founders Asset Management, Founders Growth Fund, Class F shares 96,783 (a) 723,938
Founders Asset Management, Founders Mid-Cap Growth Fund, Class F
shares 64,818 (a) 169,824
Founders Asset Management, Founders Worldwide Growth Fund, Class F
Shares 36,377 (a) 303,021
Franklin Advisers, Franklin Small Cap Growth Fund, Class A shares 19,916 (a) 437,147
Franklin Advisers, Templeton Foreign Smaller Companies Fund, Class A
shares 48,993 (a) 609,968
Franklin Mutual Advisers, Mutual Discovery Fund, Class A shares 143,349 (a) 2,302,192
Franklin Mutual Advisers, Mutual Shares Fund, Class A shares 175,784 (a) 2,949,655
INVESCO Funds Group, Inc., INVESCO Blue Chip Growth Fund, Investor shares 1,635,865 (a) 2,502,874
Schedule 1
Page 9 of 11
PRINCIPAL AMOUNT
OR NUMBER OF COST OR
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE
INVESCO Funds Group, Inc., INVESCO Dynamics Fund, Investor shares 765,756 (a) 8,162,964
INVESCO Funds Group, Inc., INVESCO Equity Income Fund, Investor shares 54,738 (a) 523,840
INVESCO Funds Group, Inc., INVESCO High-Yield Fund, Investor shares 522,747 (a) 1,714,611
INVESCO Funds Group, Inc., INVESCO Select Income Fund, Investor shares 392,378 (a) 2,040,365
INVESCO Funds Group, Inc., INVESCO Small Company Growth Fund 577,258 (a) 4,808,559
INVESCO Funds Group, Inc., INVESCO Total Return Fund, Investor shares 62,204 (a) 1,300,055
INVESCO Funds Group, Inc., INVESCO Value Equity Fund, Investor shares 48,666 (a) 766,003
Janus Capital Corporation, Janus Adviser Aggressive Growth Fund 20,054 (a) 310,640
Janus Capital Corporation, Janus Adviser Capital Appreciation Fund 31,479 (a) 564,104
Janus Capital Corporation, Janus Adviser Growth Fund 2,628 (a) 39,970
Janus Capital Corporation, Janus Adviser International Fund 10,446 (a) 189,797
Janus Capital Corporation, Janus Balanced Fund 897,598 (a) 16,049,057
Janus Capital Corporation, Janus Enterprise Fund 1,665,917 (a) 38,232,793
Janus Capital Corporation, Janus Flexible Income Fund 535,554 (a) 5,157,382
Janus Capital Corporation, Janus Fund 918,245 (a) 16,363,132
Janus Capital Corporation, Janus Mercury Fund 3,981,457 (a) 58,766,300
Janus Capital Corporation, Janus Twenty Fund 2,346,237 (a) 68,064,326
Janus Capital Corporation, Janus Worldwide Fund 1,813,106 (a) 58,255,086
LM Value Trust FI CL 13,558 (a) 584,901
Managers Funds, Managers Bond Fund 255,160 (a) 5,983,493
Managers Funds, Managers Capital Appreciation Fund 11,637 (a) 236,921
Managers Funds, Managers Income Equity Fund 44,738 (a) 925,623
Managers Funds, Managers Special Equity Fund 46,033 (a) 2,535,513
Merrill Lynch Asset Management, Merrill Lynch Capital Fund, Class
A shares 218,160 (a) 4,856,237
Montgomery Asset Management, Montgomery Global 20 Portfolio, Class
R shares 1,682 (a) 10,375
Morgan Stanley Institutional Fund Trust, Balanced Fund, Advisor Class
shares 12,800 (a) 117,764
Morgan Stanley Institutional Fund Trust, Fixed Income Fund, Advisor Class
shares 67,617 (a) 778,945
Morgan Stanley Institutional Fund Trust, High Yield Portfolio, Advisor
Class shares 94,010 (a) 423,987
Morgan Stanley Institutional Fund Trust, Mid Cap Growth Fund, Advisor
Class shares 609,212 (a) 7,225,258
Morgan Stanley Institutional Fund Trust, Value Fund, Advisor Class shares 1,395,101 (a) 16,238,973
Morgan Stanley Institutional Fund, Inc., Active International Allocation
Portfolio, Class B shares 19,828 (a) 146,927
Morgan Stanley Institutional Fund, Inc., Emerging Markets Portfolio,
Class B shares 90,952 (a) 914,972
Morgan Stanley Institutional Fund, Inc., Equity Growth Portfolio, Class B
shares 24,200 (a) 298,632
Morgan Stanley Institutional Fund, Inc., Global Value Portfolio, Class B
shares 102,266 (a) 1,262,980
Morgan Stanley Institutional Fund, Inc., International Equity Portfolio,
Class B shares 34,900 (a) 507,449
Morgan Stanley Institutional Fund, Inc., International Magnum Portfolio,
Class B shares 6,261 (a) 50,336
Morgan Stanley Institutional Fund, Inc., Small Company Growth Portfolio,
Class B shares 948,262 (a) 6,884,380
Morgan Stanley Institutional Fund, Inc., Value Equity Portfolio, Class B
shares 84,029 (a) 605,851
Neuberger & Berman Management, Inc., Neuberger Berman Focus Trust 277,490 (a) 4,459,265
Neuberger & Berman Management, Inc., Neuberger Berman Genesis Trust 1,067,781 (a) 30,047,357
Schedule 1
Page 10 of 11
PRINCIPAL AMOUNT
OR NUMBER OF COST OR
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE
Neuberger & Berman Management, Inc., Neuberger Berman Guardian Trust 39,101 (a) 327,278
Neuberger & Berman Management, Inc., Neuberger Berman Manhattan Trust 54,306 (a) 383,945
Neuberger & Berman Management, Inc., Neuberger Berman Partners Trust 75,968 (a) 913,897
Neuberger & Berman Management, Inc., Neuberger Berman Socially Responsive
Fund 237 (a) 2,516
Oakmark Equity & Income I 74,638 (a) 1,342,730
Oakmark Select I 589,828 (a) 13,978,246
Pacific Investment Management Company, PIMCO Capital Appreciation Fund,
administrative shares 224,958 (a) 2,820,967
Pacific Investment Management Company, PIMCO Global Bond Fund,
administrative shares 436,252 (a) 4,283,996
Pacific Investment Management Company, PIMCO High-Yield Fund,
administrative shares 2,091,315 (a) 17,818,005
Pacific Investment Management Company, PIMCO Long-Term U.S.
Government Fund, administrative shares 758,111 (a) 8,384,709
Pacific Investment Management Company, PIMCO Low Duration Fund,
administrative shares 321,182 (a) 3,298,540
Pacific Investment Management Company, PIMCO Mid-Cap Fund,
administrative shares 285,189 (a) 4,386,214
Pacific Investment Management Company, PIMCO Total Return Fund,
administrative shares 2,138,405 (a) 22,816,781
Pilgrim Baxter & Associates, PBHG Emerging Growth Fund 145,121 (a) 1,217,568
Pilgrim Baxter & Associates, PBHG Growth Fund 328,481 (a) 4,657,854
Pilgrim Baxter & Associates, PBHG Large Cap Value Fund 35,329 (a) 359,296
Pilgrim Baxter & Associates, PBHG Mid Cap Value Fund 31,189 (a) 398,282
Pilgrim Baxter & Associates, PBHG Strategic Small Company Fund 1,995 (a) 18,256
Rice Hall James & Associates, UAM Rice Hall James Small Cap Portfolio 151,131 (a) 1,964,697
RS Investment, RS Emerging Growth Fund 41,464 (a) 794,038
RS Investment, RS MicroCap Growth Fund 58,889 (a) 753,186
Scudder Kemper Investments, Scudder Global Discovery Fund 10,669 (a) 199,831
Strong Capital Management, Strong Advantage Fund, Investor Class 151,268 (a) 1,423,432
Strong Capital Management, Strong Advisor Common Stock Fund, Class Z
shares 34,828 (a) 556,197
Strong Capital Management, Strong Advisor Small Cap Value Fund, Class Z
shares 29,651 (a) 562,784
Strong Capital Management, Strong Discovery Fund 32,841 (a) 473,570
Strong Capital Management, Strong Government Securities Fund, Investor
Class 807,697 (a) 8,997,740
Strong Capital Management, Strong Growth Fund, Investor Class 404,586 (a) 5,344,587
Strong Capital Management, Strong Large Cap Growth Fund 116,614 (a) 1,925,294
Strong Capital Management, Strong Opportunity Fund, Investor Class 317,102 (a) 9,100,822
Strong Capital Management, Strong Short-Term Bond Fund, Investor class 94,823 (a) 839,187
TCW Funds Management, TCW Galileo Aggressive Growth Equities Fund, Class
N shares 57,427 (a) 452,527
TCW Funds Management, TCW Galileo Select Equity Fund, Class N shares 16,601 (a) 189,257
TCW Funds Management, TCW Galileo Small Cap Growth Fund, Class N shares 19,649 (a) 193,742
Templeton Asset Management, Templeton Developing Markets Fund, Class
A shares 170,833 (a) 1,708,335
Templeton Global Advisors, Templeton Foreign Fund, Class A shares 472,464 (a) 3,926,178
Templeton Global Advisors, Templeton Growth Fund, Class A shares 285,890 (a) 4,554,227
Templeton Global Advisors, Templeton World Fund, Class A shares 226,992 (a) 2,925,932
Templeton Global Bond Managers, Templeton Global Bond Fund, Class
A shares 408,675 (a) 3,665,819
Templeton Investment Counsel, Institutional Foreign Equity Fund 2,350,490 (a) 28,511,441
The Alger Fund, Alger Capital Appreciation Retiremnet Portfolio 75,052 (a) 633,437
Schedule 1
Page 11 of 11
PRINCIPAL AMOUNT
OR NUMBER OF COST OR
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT SHARES CONTRACT VALUE CURRENT VALUE
The Alger Fund, Alger MidCap Growth Retirement Portfolio 271,262 (a) 2,845,543
The Alger Fund, Alger Small Capitalization Retiremnet Fund 15,306 (a) 167,754
USAA Investment Management, USAA Cornerstone Strategy Fund 13,415 (a) 278,485
USAA Investment Management, USAA Emerging Markets Fund 114,462 (a) 753,160
USAA Investment Management, USAA GNMA Trust 429,472 (a) 4,397,792
USAA Investment Management, USAA Growth Fund 40,149 (a) 396,270
USAA Investment Management, USAA Income Fund 526,061 (a) 6,523,159
USAA Investment Management, USAA Income Stock Fund 78,255 (a) 968,014
USAA Investment Management, USAA International Fund 46,382 (a) 701,758
Zurich Scudder Investments, Scudder 21st Century Growth Fund 4,687 (a) 46,356
Zurich Scudder Investments, Scudder Growth & Income Fund, Class S shares 6,810 (a) 108,826
Zurich Scudder Investments, Scudder International Fund, Class S shares 3,421 (a) 103,860
-------------
Total mutual and commingled funds 1,995,470,497
-------------
Participant loans, interest rate 10% 64,214,943
-------------
Total investments 3,812,396,307
=============
(a) Cost information is not required to be presented for these
participant-directed investments.
*Represents a party in interest.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee of Delta Air Lines, Inc. has duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly authorized.
DELTA FAMILY-CARE SAVINGS PLAN
/s/ Leon Piper
-----------------------------------
By: Leon Piper
Chairman, Administrative Committee
Delta Air Lines, Inc.
Date: June 26, 2003
Exhibit Index
EX-23 Consent of Deloitte & Touche LLP
Ex-99 Section 906 Certification pursuant to 18 U.S.C. Section 1350