SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For Fiscal Year Ended June 30, 2001
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 SCHEDULES
JUNE 30, 2001 AND 2000
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits -- June 30, 2001
Statement of Net Assets Available for Benefits -- June 30, 2000
Statement of Changes in Net Assets Available for Benefits for the Year
Ended June 30, 2001
Statement of Changes in Net Assets Available for Benefits for the Year
Ended June 30, 2000
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Schedule H, Line 4i -- Assets (Held at End of Year)
-- June 30, 2001
Schedule II: Schedule H, Line 4j -- Reportable Transactions for
the Year Ended June 30, 2001
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of
Delta Air Lines, Inc.:
We have audited the accompanying statements of net assets available for
benefits of the DELTA FAMILY-CARE SAVINGS PLAN as of June 30, 2001 and 2000 and
the related statements of changes in net assets available for benefits for the
years then ended. These financial statements and the schedules referred to
below are the responsibility of the Administrative Committee of Delta Air
Lines, Inc. in its capacity as administrator of the Plan. Our responsibility is
to express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
June 30, 2001 and 2000 and the changes in its net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules of assets (held at end of
year) and reportable transactions are presented for purposes of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Arthur Andersen LLP
-----------------------
Atlanta, Georgia
September 28, 2001
DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 2001
(IN THOUSANDS)
NONPARTICIPANT-DIRECTED
---------------------------- PARTICIPANT-
ALLOCATED UNALLOCATED DIRECTED TOTAL
--------- ----------- ------------ ----------
ASSETS:
Investments (Note 3) $494,601 $ 257,705 $3,899,364 $4,651,670
-------- --------- ---------- ----------
Receivables:
Employer contributions 10,738 -- 4,357 15,095
Interest and dividends 9 49 -- 58
-------- --------- ---------- ----------
Total receivables 10,747 49 4,357 15,153
-------- --------- ---------- ----------
Total assets 505,348 257,754 3,903,721 4,666,823
LIABILITIES:
ESOP notes:
Principal--current -- 26,072 -- 26,072
Principal--noncurrent -- 290,195 -- 290,195
Interest -- 25,495 -- 25,495
Other payables 6,996 -- -- 6,996
-------- --------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $498,352 $ (84,008) $3,903,721 $4,318,065
======== ========= ========== ==========
The accompanying notes are an integral part of this statement.
DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 2000
(IN THOUSANDS)
NONPARTICIPANT-DIRECTED
---------------------------- PARTICIPANT-
ALLOCATED UNALLOCATED DIRECTED TOTAL
--------- ----------- ------------ ----------
ASSETS:
Investments (Note 3) $510,076 $ 324,266 $4,521,016 $5,355,358
-------- --------- ---------- ----------
Receivables:
Employer contributions 10,901 -- 3,533 14,434
Interest and dividends 16 81 -- 97
-------- --------- ---------- ----------
Total receivables 10,917 81 3,533 14,531
-------- --------- ---------- ----------
Total assets 520,993 324,347 4,524,549 5,369,889
LIABILITIES:
ESOP notes:
Principal--current -- 23,223 -- 23,223
Principal--noncurrent -- 316,267 -- 316,267
Interest -- 27,267 -- 27,267
Other payables 6,493 -- -- 6,493
-------- --------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $514,500 $ (42,410) $4,524,549 $4,996,639
======== ========= ========== ==========
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 JUNE 30, 2001
(IN THOUSANDS)
NONPARTICIPANT-DIRECTED
----------------------------- PARTICIPANT-
ALLOCATED UNALLOCATED DIRECTED TOTAL
--------- ----------- ------------ ----------
CONTRIBUTIONS:
Participant $ -- $ -- $ 329,437 $ 329,437
Employer 33,146 28,489 17,440 79,075
INVESTMENT INCOME:
Net depreciation in fair value of investments (68,211) (37,241) (1,042,573) (1,148,025)
Interest and dividends 14,254 14,185 262,003 290,442
ALLOCATION OF SHARES, AT FAIR VALUE 21,536 (21,536) -- --
BENEFITS PAID TO PARTICIPANTS (14,934) -- (188,176) (203,110)
INTERFUND TRANSFERS (1,915) -- 1,915 --
ADMINISTRATIVE EXPENSES (24) -- (874) (898)
INTEREST EXPENSE ON ESOP NOTES -- (25,495) -- (25,495)
--------- --------- ----------- -----------
NET DECREASE (16,148) (41,598) (620,828) (678,574)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 514,500 (42,410) 4,524,549 4,996,639
--------- --------- ----------- -----------
End of year $ 498,352 $(84,008) $ 3,903,721 $ 4,318,065
========= ========= =========== ===========
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 JUNE 30, 2000
(IN THOUSANDS)
NONPARTICIPANT-DIRECTED
------------------------------ PARTICIPANT-
ALLOCATED UNALLOCATED DIRECTED TOTAL
--------- ----------- ------------ ----------
CONTRIBUTIONS:
Participant $ -- $ -- $ 290,651 $ 290,651
Employer 27,547 26,545 13,738 67,830
INVESTMENT INCOME:
Net (depreciation) appreciation in fair value
of investments (64,520) (46,972) 223,228 111,736
Interest and dividends 13,069 15,856 225,244 254,169
ALLOCATION OF SHARES, AT FAIR VALUE 23,266 (23,266) -- --
BENEFITS PAID TO PARTICIPANTS (13,172) -- (183,484) (196,656)
INTERFUND TRANSFERS (1,577) -- 1,577 --
ADMINISTRATIVE EXPENSES (25) -- (1,443) (1,468)
INTEREST EXPENSE ON ESOP NOTES -- (27,267) -- (27,267)
--------- -------- ----------- -----------
NET (DECREASE) INCREASE (15,412) (55,104) 569,511 498,995
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 529,912 12,694 3,955,038 4,497,644
--------- -------- ----------- -----------
End of year $ 514,500 $(42,410) $ 4,524,549 $ 4,996,639
========= ======== =========== ===========
The accompanying notes are an integral part of this statement.
DELTA FAMILY-CARE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
JUNE 30, 2001 AND 2000
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 Air
Lines, Inc. 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. The Plan is
intended to qualify under Section 404(c) of ERISA.
CONTRIBUTIONS
Employee contributions may be made, at the option of the employee, as
pretax contributions or after-tax contributions or as a combination of
both pretax and after-tax contributions.
Eligible U.S.-based nonpilot participants who are not highly
compensated employees may contribute up to 23% of eligible earnings to
the Plan. Eligible nonpilot participants who are highly compensated
may contribute up to 13% of eligible earnings to the Plan. Puerto
Rico-based employees and Delta Technology participants may contribute
up to 10% and 18%, respectively, of eligible earnings. Through
December 31, 2000, eligible pilot participants could contribute up to
10% of eligible earnings to the Plan. Effective January 1, 2001,
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. Contributions are subject to the limits under Section
402(g) of the Internal Revenue Code (the "Code").
After the employee has completed 12 months of service, Delta makes a
quarterly 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.
The first $1,550 ($1,500 for the 2000 plan year and increased by $50
per plan year) of Delta's matching contributions (the "Annual Cap") to
a participant's account is invested in the Delta Preferred Stock Fund,
which consists of both Delta Series B ESOP Convertible Preferred Stock
("Preferred Stock") and Delta Common Stock ("Common Stock"). The
remainder, if any, of Delta's contributions to a participant's account
during a plan year will be allocated among investment options (Note 2)
in the same proportion as the participant directs for his/her own
contributions. However, Delta's matching contributions in excess of
the Annual Cap shall be made in Common Stock for noncollectively
bargained, highly compensated employees, as determined under the Code,
as amended.
Delta Technology participants may receive an additional annual
contribution equal to 5% of their annual salary.
-2-
VESTING
Delta participants are immediately vested in all contributions to
their accounts plus actual earnings thereon. Delta Technology
participants are immediately vested in contributions to their accounts
with the exception of the additional annual contribution they receive,
which vests ratably over a three-year period. Forfeitures from the
Delta Technology participants' accounts are used to offset employer
contributions to the Plan.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contribution and allocations of the Company's contribution and plan
earnings (losses) and charged with administrative expenses on a per
participant basis as well as any withdrawals made. Allocations are
based on participant earnings or account balances, as defined. The
benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
ACCOUNT DISTRIBUTIONS
Upon retirement or eligibility for long-term disability, a
participant's non-ESOP account balance may be distributed in the form
of a single-sum cash payment, cash payments in monthly variable
installments for a definite period not to exceed life expectancy, or
variable monthly installments to be paid over the life expectancy of
the participant and the participant's beneficiary.
Upon termination of employment for reasons other than retirement or
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 pretax contributions.
LOANS TO PARTICIPANTS
Participants may borrow against a portion of their plan account
balances. The loans are repaid, generally through regular payroll
deductions, over a period not to exceed four years. The principal
amounts of the loans are assets of the Plan and earn interest, which
represents income to the borrowing participant, at a fixed rate equal
to the average of the secured loan interest rate and the unsecured
loan interest rate of the Delta Employees' Credit Union at the
initiation of the loan. This rate fluctuated between 9.00% and 10.75%
during the 2001 and 2000 plan years.
2. INVESTMENT OPTIONS
The investment options available to participants at June 30, 2001
consist of 8 core funds and 190 mutual funds. The core funds are
actively managed portfolios and include the Delta Common Stock Fund
which invests primarily in Common Stock. All available investment
options are participant-directed except the Delta Preferred Stock
Fund, which consists of employer contributions (both Preferred Stock
and Common Stock) only. Participants who have attained age 55 and
completed ten years of participation in the Plan may diversify their
account balance out of the Delta Preferred Stock Fund.
Accounts are limited to 30 investment options at any time, and payroll
deductions are required to be allocated in 5% increments (to no more
than 20 investment options at a time). Participants are not permitted
to allocate more than 50% of their contributions to the Delta Common
Stock Fund.
-3-
3. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual
method of accounting.
The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States requires
plan management to use estimates and assumptions that affect the
accompanying financial statements and disclosures. Actual results
could differ from these estimates.
INVESTMENTS
Investments, except for guaranteed investment contracts and Preferred
Stock, are stated at market value determined from the publicly stated
price information at the end of each day.
The Preferred Stock is stated at fair value, which is determined based
on the greater of (a) the market price of the Delta Common Stock into
which each preferred share is convertible (Note 6) and (b) $72 per
share.
The Plan's investment contracts are fully benefit-responsive and,
therefore, are presented at contract value (cost plus accrued income).
The fair value of the investment contracts held by the Plan at June
30, 2001 and 2000 was approximately $525,945,000 and $508,283,000,
respectively. The average yields for the investment contracts for the
years ending June 30, 2001 and 2000 were 6.42% and 6.44%,
respectively. The weighted average crediting rates for the investment
contracts for the years ending June 30, 2001 and 2000 were 6.04% and
6.46%, respectively. Certain guaranteed investment contracts ("GICs")
held by the Plan are synthetic; that is, the Plan owns certain fixed
income marketable securities, and a third party provides a "wrapper"
that guarantees a fixed rate of return and provides benefit
responsiveness. At June 30, 2001, the fair value of the underlying
assets of the synthetic GICs and the value of the related wrapper
contracts were $437,973,000 and $(5,650,000), 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%.
The Plan provides for investments in various funds. 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 statement of net assets
available for benefits.
The fair values of individual investments that represent 5% or more of
the Plan's total net assets at June 30, 2001 and 2000 and the
applicable number of shares are separately identified as follows
(dollars in thousands):
-4-
NUMBER OF FAIR
SHARES VALUE
--------- -----
2001:
Fidelity Magellan Fund 2,354,971 $261,614
Fidelity Contrafund 5,992,893 264,766
Fidelity U.S. Equity Index Commingled Fund 8,337,407 298,813
Delta Common Stock 8,788,669* 387,405*
Delta Preferred Stock 6,342,991** 479,911**
2000:
Fidelity Magellan Fund 2,346,005 315,842
Fidelity Contrafund 5,698,473 329,030
Fidelity U.S. Equity Index Commingled Fund 8,757,054 367,008
Delta Common Stock 7,995,255* 404,260*
Delta Preferred Stock 6,455,371** 560,262**
* Partially nonparticipant-directed.
** Nonparticipant-directed.
The net appreciation (depreciation) in the 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. Purchases and sales of securities are recorded on a
trade-date basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
During the plan years ended June 30, 2001 and 2000, the Plan's
investments appreciated (depreciated) in fair value as follows (in
thousands):
2001 2000
---- ----
Mutual funds $ (993,894) $ 202,449
Delta Common Stock (52,418) (52,081)
Delta Preferred Stock (71,163) (78,916)
Commingled funds (30,550) 40,284
----------- ---------
$(1,148,025) $ 111,736
=========== =========
NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the type of investments included in the
nonparticipant-directed portion of the net assets available for
benefits is as follows as of June 30, 2001 and 2000 (in thousands):
2001 2000
---- ----
Investments:
Delta Common Stock $244,506 $245,686
Delta Preferred Stock 479,911 560,262
Money market fund 27,889 28,394
-------- --------
$752,306 $834,342
======== ========
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.
-5-
4. FEDERAL INCOME TAXES
The Plan has received a letter of determination dated June 4, 1996
from the Internal Revenue Service which states that the Plan, as
amended through June 29, 1995, is in compliance with Section 401(a)
and applicable subsections of Section 409 of the Code, is an employee
stock ownership plan with a cash or deferred arrangement under Section
401(k) of the Code, and satisfies the requirements of Section
4975(e)(7) of the Code. As a result of certain plan administration and
operational concerns, the Company intends to seek relief under Revenue
Procedure 2001-17. Subject to this relief, in the opinion of Delta's
management, the Plan, as of June 30, 2001, continues to be in
compliance with Section 401(a) and applicable subsections of Sections
409, 401(k), and 4975(e)(7) and continues to be entitled to an
exemption from federal income taxation under Section 501(a); thus, no
provision for federal income taxes has been made in the accompanying
financial statements.
5. PLAN TERMINATION
Although it has not expressed any intent to do so 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.
6. EMPLOYEE STOCK OWNERSHIP PLAN
The Plan includes a leveraged employee stock ownership plan ("ESOP").
In connection with the establishment of the ESOP in 1989, Delta sold
6,944,450 shares of Preferred Stock to the ESOP trustee for $72 per
share, or approximately $500 million. The ESOP trustee initially
financed this purchase by borrowing $493 million from Delta and
approximately $7 million from a bank. The unallocated shares of
Preferred Stock are pledged as security on the 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 7). Therefore, the Company is obligated to make annual
contributions sufficient to fund principal and interest payments on
the ESOP notes.
Each share of Preferred Stock has a stated value of $72, bears an
annual cumulative cash dividend of 6.00% or $4.32, is convertible into
1.7155 shares of Common Stock, subject to adjustment in certain
circumstances, 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 quarterly as Delta matching contributions.
The number of shares of Preferred Stock allocated to participant
accounts will be based on a value equal to the higher of $72 per share
or the market value of the shares of Preferred Stock, as defined in
the Plan. If, during the plan year, the value of the Preferred Stock
released from the unallocated account as a result of the repayment of
the ESOP Notes is less than Delta's matching contribution to the Plan
for that year, this difference will be made up by Delta through (a)
prepaying the ESOP Notes to release additional shares of Preferred
Stock, (b) contributing cash to the Plan so the 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
-6-
unallocated account as a result of the scheduled repayment of the ESOP
Notes during that plan year is greater than Delta's matching
contribution to the Plan for that plan year, the excess will be
allocated as of the end of the plan year among all participants making
contributions to the Plan.
The ESOP Notes will be repaid primarily from the Company's
contributions 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 June 30, 2001, 3,213,293 shares of Preferred Stock with a market
value, as defined, of approximately $243,118,000 had been allocated to
participants' accounts, and 3,129,698 shares of Preferred Stock with a
market value, as defined, of approximately $236,793,000 were held in
the unallocated account.
7. LONG-TERM DEBT
At June 30, 2001, the Plan's long-term debt, including current
maturities of $26,072,000, consisted of $316,267,000 aggregate
principal amount of ESOP Notes with final maturity dates ranging from
July 1, 2001 to January 1, 2009 and interest rates ranging from 7.63%
to 8.10%. The interest rates on the ESOP Notes are subject to
adjustment in the event of certain changes in the federal income tax
laws. Subject to certain restrictions, the ESOP Notes may be prepaid
at the option of the Plan at any time in whole or in part. Delta may
be required to purchase the ESOP Notes at the option of the holders in
certain circumstances.
At June 30, 2001, the annual maturities of the ESOP Notes for the next
five years and thereafter are as follows (in thousands):
Years ending June 30:
2002 $ 26,072
2003 29,207
2004 32,655
2005 36,449
2006 40,621
After 2006 151,263
--------
Total $316,267
========
8. RELATED-PARTY TRANSACTIONS
Certain of the Plan's investments are shares of mutual funds,
collective trusts, or interests in cash reserve accounts managed by
Fidelity Management Trust Company (the "Trustee") or affiliates of the
Trustee. Transactions related to such investments qualify as
permissible party-in-interest transactions under ERISA. Amounts held
in such investments at June 30, 2001 are included in Schedule I. Fees
paid by the Plan to an affiliate of the Trustee for record-keeping
services totaled $888,000 and $1,468,000 for the years ended June 30,
2001 and 2000, respectively. Fees paid by the Plan for investment
management vary by fund and are generally reflected as a reduction in
fund earnings.
9. SUBSEQUENT EVENT
As a result of the completion of negotiations with the pilots' union,
the pilots will receive an employer contribution on a monthly basis
equal to 3% of eligible earnings effective July 1, 2001. Pilots will
no longer receive the quarterly company matching contribution
discussed in Note 1. These negotiations resulted in an agreement to
add a brokerage window to the Plan and to change the year-end of the
Plan to December 31. The brokerage window provides access to mutual
funds available through the Fidelity
-7-
Funds Network(R) and is available to all participants beginning
October 1, 2001. In addition, effective July 1, 2001, pilots who
exceed the IRC 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 2001, the limit is 12%.
As a result of the negative impact on the Company's business of the
September 11, 2001 terrorist attacks, the Company offered employees
the opportunity to participate in various leave of absence, severance,
and early retirement programs. In addition, a number of pilots are
being furloughed in accordance with the provisions of their working
agreement. The combined impact of these actions is expected to be a
significant reduction in workforce.
SCHEDULE I
Page 1 of 10
DELTA FAMILY-CARE SAVINGS PLAN
SCHEDULE H, LINE 4I -- ASSETS (HELD AT END OF YEAR)
JUNE 30, 2001
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
------------------------------------------------ --------- -------- -------
DELTA COMMINGLED STOCKS FUND:
*Fidelity Management Trust Company Cash Account (a) $ (111,656)
Delta International Equity Pool:
*Fidelity Management & Research Company, Fidelity
Overseas Fund 869,779 (a) 26,528,257
*FMTC Select International Portfolio 1,232,691 (a) 83,342,257
Delta U.S. Equity Pool:
*Fidelity Management & Research Company, Fidelity
Magellan Fund 473,824 (a) 52,637,154
*Fidelity Management & Research Company, Fidelity
Growth and Income Portfolio 1,497,894 (a) 59,136,851
*Fidelity Management & Research Company, FMTC Select
Equity Portfolio 2,792,262 (a) 105,742,952
--------------
Total 327,275,815
--------------
DELTA COMMINGLED BONDS FUND:
*Fidelity Management Trust Company Cash Account (a) 35,008
*FMTC Broad Market Duration 5,538,846 (a) 107,619,770
--------------
Total 107,654,778
--------------
DELTA COMMON STOCK FUND:
*Fidelity Management Trust Company Cash Account (a) 251,684
*Delta Air Lines, Inc. common stock 3,241,804 (a) 142,898,720
*Fidelity Institutional Cash Portfolio: Money Market
Fund 2,140,816 (a) 2,140,816
--------------
Total 145,291,220
--------------
INSURANCE CONTRACT/STABLE VALUE FUND:
*Fidelity Management Trust Company, Short-Term
Investment Fund (a) 75,622,178
Guaranteed investment contracts:
AIG Insurance Company:
GIC-935, 7.03%, due July 2, 2001 (a) 7,030,442
Allstate Life Insurance Company:
GAC-6324, 5.93%, due April 19, 2005 (a) 3,034,765
Business Men's Assurance Company:
#1297, 6.03%, due June 3, 2002 (a) 5,956,314
#1308, 5.41%, due June 2, 2001 (a) 5,776,435
Caisse des Depots:
BR-261-01, 6.78%, due July 2, 2001 (a) 10,164,897
BR-261-02, 5.36%, due October 15, 2003 (a) 5,054,655
GE Life & Annuity Assurance Company:
GS-3448, 7.38%, due August 16, 2004 (a) 3,191,999
GS-3442, 7.49%, due July 21, 2003 (a) 2,142,156
GS-3529, 5.55%, due March 29, 2004 (a) 2,537,647
John Hancock Life Insurance:
#15133, 5.95%, due January 18, 2005 (a) 3,081,854
#15096-GAC, variable rate (4.54% at June 30,
2001), due December 1, 2003 (a) 5,018,279
Metropolitan Life Insurance Company:
GAC-25642, 7.17%, due September 20, 2004 (a) 2,638,393
GAC-25701, 7.09%, due November 1, 2004 (a) 4,185,853
Monumental Life Insurance Company:
#00200FR, 7.18%, due October 4, 2004 (a) 2,105,661
#MDA221FR, 6.56%, due December 15, 2003 (a) 3,105,204
New York Life Insurance Company:
#06494-002, 6.78%, due February 20, 2003 (a) 1,006,030
GA-31199, 7.15%, due November 8, 2004 (a) 5,222,388
Prudential Insurance Company:
#10009-212, 6.15%, due June 18, 2003 (a) 5,988,225
SCHEDULE I
Page 2 of 10
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
------------------------------------------------ --------- -------- -------
SunAmerica Life Insurance Company:
#4888, 8.23%, due January 2, 2004 (a) $ 7,871,010
Synthetic insurance contracts:
Allstate Life Insurance Company:
INVESCO Group Trust Lambda II Fund (a) 7,519,088
Wrapper contract, 5.75% (a) 31,297
Bank of America:
INVESCO Group Trust Gamma Fund (a) 13,791,918
Wrapper contract, 6.72% (a) (247,126)
Bank of America:
INVESCO Group Trust Intermediate Government
Credit Fund (a) 5,977,317
Wrapper contract, 5.57% (a) 33,711
Allstate Life Insurance Company:
BMW Vehicle Owner Trust 2001-A, Class A-4
Certificates, 5.11% (a) 2,173,976
U.S. Treasury, Note, 6.63%, due May 2007 (a) 3,031,437
FNMA, 5.75%, due February 2008 (a) 3,049,689
Discover Card Master Trust I 2001-5, Class A
Certificates (a) 5,021,275
DaimlerChrysler Auto Trust 2001-A, Class A-4
Certificates (a) 4,031,492
Wrapper contract #77141, 5.61% (a) (193,675)
Deutsche Bank AG:
Arcadia Automobile Receivables Trust 1998-C,
Class A-3 Certificates (a) 6,312,008
Wrapper contract, 5.89%, due May 17, 2004 (a) (62,432)
Sears Credit Account Master Trust II 1998-2,
Class A Certificates (a) 7,449,605
Wrapper contract, 5.89%, due October 15, 2004 (a) (123,205)
Discover Card Master Trust 1998-6, Class A
certificates, 5.85% (a) 3,124,965
Wrapper contract, 5.50% (a) (24,874)
Massachusetts Mutual Life Insurance Co.:
Separate Account B8 (a) 6,481,222
Wrapper contract, 6.25% (a) (148,977)
Monumental Life Insurance Co.:
First Union, FULB 1997-C1, Class A-1 Certificates (a) 5,187,716
Home Ownership Funding Corp. 1997-1, Class A (a) 6,478,137
EQCC Home Equity Loan Trust 1999-1, Class A-3F
Certificates, 5.92%, November 20, 2024 (a) 7,100,177
Ford Auto Owners Trust 2001-C, Class A-5
Certificates, 5.25% (a) 1,304,246
GMAC Commercial Mortgage Securities, Inc.,
1996-C1, Class A-2A (a) 498,856
Copel Capital Funding 1997-A, Class A-4
Certificates (a) 1,371,910
PNC Student Loan Trust I 1997-2, Class A-6
Certificates (a) 2,913,417
Merrill Lynch Mortgage Investors Inc., 1997-C1,
Class A-1 Certificates, 6.95% (a) 2,198,043
Midland Funding Corp., 1996-C1, Class A- 1
Certificates (a) 633,072
Money Store Home Improvement Trust 1997-1,
Class A-3 Certificates (a) 228,466
Wrapper contract 00283TR, 6.77% (a) (466,271)
Monumental Life Insurance Co.:
Premier Auto Trust 1998-4, Class A-3
asset-backed notes, 5.80%, due August 8, 2001 (a) 599,264
Wrapper contract, 5.80%, due August 8, 2001 (a) (83)
FH 1680 PG CMO PAC 1, 6.15%, due July 2020 (a) 6,074,258
Wrapper contract, 5.45%, due March 17, 2003 (a) (46,726)
Global Wrap:
Americredit Automobile Receivables Trust 1999-D,
Class A-2 Certificates, 6.79%, June 5, 2002 (a) 1,531,487
MBNA Master Credit Card Trust II, 1997-1,
Class A Certificates, August 15, 2004 (a) 4,139,124
PP&L 1999-1, Class A-4 Certificates,
December 25, 2003 (a) 6,196,080
SCHEDULE I
Page 3 of 10
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
------------------------------------------------ --------- -------- -------
Prime Credit Card Master Trust 2000-1, Class A
Certificates, 6.70%, November 15, 2005 (a) $ 1,240,825
WFS Financial 1999-B Owner Trust, Class A-4
Certificates (a) 7,271,733
DLJ Commercial Mortgage Trust 2000-CKP1,
Commercial mortgage Pass-Through
Certificates, 6.93%, August 10, 2009 (a) 2,109,702
GMAC Commercial Mortgage Securities 1999-C1,
Class A-1 mortgage pass-through certificates,
5.83%, May 15, 2008 (a) 6,657
LBUBS 2000-C3, Class A-1 Certificates, 7.95%,
July 15, 2009 (a) 4,178,849
MSDW 2000-PRIN, Class A-2 Certificates, 7.18%,
May 23, 2009 (a) 1,745,016
MSDW 2001-PPM, Class A-2 Certificates, 6.40%,
October 15, 2011 (a) 1,484,952
Abbey National Yank., 8.2%, October 15, 2004 (a) 1,093,901
AT & T Corp., 5.63%, March 15, 2004 (a) 809,826
Bank One Corp., 7.63%, August 1, 2005 (a) 871,721
Bank of America, 7.88%, May 16, 2005 (a) 1,405,355
Boeing Capital Corp., 5.65%, May 15, 2006 (a) 699,991
Citigroup, 6.75%, December 1, 2005 (a) 1,561,072
Walt Disney Company, 7.30%, February 8, 2005 (a) 1,512,322
First Union Corp., 7.10%, August 15, 2004 (a) 1,495,637
FleetBoston Financial Corp., 7.25%, September
15, 2005 (a) 1,870,168
Ford Motor Credit Corp., 6.88%, February 1, 2006 (a) 3,354,294
GE Capital Corp., 7.25%, February 1, 2005 (a) 2,042,896
General Motors Acceptance Corp., 7.50%, July 15,
2005 (a) 2,160,527
GTE, 9.10%, June 1, 2003 (a) 1,515,505
International Bank for Recon. & Dev., 5.00%,
March 28, 2006 (a) 1,977,381
Lehman Bros. Holdings, Inc., 6.25%, May 15, 2006 (a) 704,238
Mellon Bank, 7.00%, March 15, 2006 (a) 956,462
Merrill Lynch, 6.13%, May 16, 2006 (a) 1,010,672
Midland Bank PLC, 8.63%, January 19, 2005 (a) 1,420,072
National Rural Utilities Coop., 6.00%, May 15,
2006 (a) 1,003,463
Ontario Prov., 7.00%, August 4, 2005 (a) 2,602,256
Quebec Yank., 8.63%, January 19, 2005 (a) 1,820,260
Rio Tinto PLC, 5.75%, July 3, 2006 (a) 990,640
Salomon Smith Barney, 6.25%, January 15, 2005 (a) 2,072,339
SBC Communications Inc., 5.75%, May 2, 2006 (a) 796,322
St. Paul Companies Inc., 7.88%, April 15, 2005 (a) 836,247
Target Corp., 5.50%, April 1, 2007 (a) 640,864
Telefonica, 7.35%, September 15, 2005 (a) 1,483,820
Toyota Motor Credit Corp., 5.63%, November 13,
2003 (a) 1,220,268
Unilever Cap. Corp., 6.88%, November 1, 2005 (a) 1,472,042
Vodafone Airtouch PLC, 7.63%, February 15, 2005 (a) 971,951
Wells Fargo Financial Inc., 7.00%, November 1,
2005 (a) 2,215,724
Wisconsin Energy Corp., 5.88%, April 1, 2006 (a) 1,109,620
FNMA, 7.00%, July 15, 2005 (a) 15,167,123
FNMA, 5.50%, May 2, 2006 (a) 1,596,956
GNMA, 6.50%, January 15, 2026 (a) 2,267,803
FHR, 1610 PM, 6.25%, September 15, 2007 (a) 920,149
FHR, 1624 PW, 4.00%, October 15, 2007 (a) 5,238,163
FHR, 1702 PD, 6.50%, December 15, 2006 (a) 4,119,147
FHR, 1803 AB, 6.00%, November 15, 2006 (a) 5,802,783
FHR, 1994-51 PH, 6.50%, September 25, 2007 (a) 10,275,967
FNR, 1994-60 PG, 7.00%, July 25, 2007 (a) 8,324,107
FNR, 1996-40 J, 6.00%, October 25, 2007 (a) 1,584,058
FNR, 1996-64, 6.50%, December 18, 2006 (a) 9,858,976
FNR, 1997-9 N, 6.50%, March 25, 2007 (a) 1,882,008
FNR 1994-26 H, 6.38%, April 25, 2008 (a) 10,541,355
FNR 1996-28 PG, 6.50%, July 25, 2005 (a) 9,416,875
Morgan Stanley Dean Witter, 5.63%, January 20,
2004 (a) 825,237
Interest bearing cash (a) 2,088,402
Chase Manhattan Bank, wrapper contract, 7.07% (a) (2,198,975)
SCHEDULE I
Page 4 of 10
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
------------------------------------------------ --------- -------- -------
Monumental Life Insurance, wrapper contract, 7.07% (a) $ (2,198,556)
Continental Assurance Co.:
Case Equipment Loan Trust, 1999-A, Class A-4
Certificates (a) 5,079,410
U. S. Treasury Note, 5.875%, due November 2004 (a) 5,208,595
Federal National Mortgage Co. ("FNMA"), 6.38%,
due June 2009 (a) 7,676,955
FNMA Grantor Trust 2001-T7, Class A-1
Certificates (a) 5,184,710
Commercial Mortgage Trust 1999-C1, Class A-1
Pass-through Certificates, 6.41% (a) 4,566,714
Goldman Sachs Mortgage Sec. Corp. II, 1996-PL,
Class A-1 Certificates (a) 2,733,660
Wrapper contract #63005856, 5.85% (a) 8,715
State Street Bank and Trust Co.:
Premier Auto Trust 1998-3, Class A-4
asset-backed notes, 5.96%, (a) 2,440,005
Wrapper contract, 5.19%, due July 8, 2002 (a) (7,383)
Bank of America MH 1998-2, Class A-6 Certificates (a) 10,238,536
Wrapper contract, 6.24%, due January 12, 2004 (a) (192,283)
CSXT Trade Receivables Master Trust, Series
1998-1, 6.00% (a) 8,054,250
Wrapper contract, 6.09%, due June 25, 2003 (a) (49,636)
Dayton Hudson Credit Card Master Trust 1998-1,
Class A certificates, 5.90% (a) 5,093,589
Wrapper contract, 5.99%, due July 25, 2003 (a) (90,981)
State Street Bank and Trust Co.:
Sears Credit Account Master Trust, 1997-1,
Class A Certificates (a) 10,225,110
Bears Stern CBO, 1997-1A, Class A-2A (a) 4,177,525
American Express Credit Account Master Trust,
1999-1, Class A Certificates, 5.60% (a) 6,085,260
Distribution Financial Services RV Trust 1999-1,
Class A-3 Certificates, 5.70% (a) 2,961,694
PNC Mortgage Securities Corp.,1997-6, Class A-2
Mortgage Pass-through Certificates (a) 2,539,391
U. S. Treasury Note, 6.63%, due May 2007 (a) 4,871,952
FNMA, 5.75%, due February 2008 (a) 3,049,689
Wrapper contract #96042, 6.15% (a) 2,688,254
Union Bank of Switzerland AG:
American Express Master Trust Series 1994-2
Certificates, 6.95%v, due September 17, 2001 (a) 6,605,781
Wrapper contract, 6.95%, due September 17, 2001 (a) (38,854)
FHR 1499 PG CMO (a) 3,902,519
Wrapper contract, 6.95%, due July 2, 2001 (a) (41,377)
Union Bank of Switzerland AG:
First NBC Credit Card Master Trust, 1997-1,
Class A Certificates (a) 4,396,879
FNMA, Pool #375171, due June 01, 2004 (a) 10,424,465
Avis Leasing LP, AESOP 1997-1A, Class A-2
Certificates (a) 10,217,080
Countrywide, CCR 6.57%, due September 2002 (a) 7,288,008
American Express Credit Account Master Trust
1999-1, Class A Certificates, 5.60% (a) 7,099,470
FNMA, Pool #375087, due May 1, 2004 (a) 4,755,011
Wrapper contract #5010, 6.98% (a) (1,537,576)
Westdeutsche Landesbank:
Chase Manhattan Auto Owner Trust 1998-C, Class
A-4 Certificates, 5.85% (a) 5,308,591
Wrapper contract, 5.96%, due March 17, 2003 (a) (53,831)
Aetna Life Insurance & Annuity Company:
Separate account #431 (a) 19,725,443
Wrapper contract, 5.81% (a) (689,638)
--------------
Total 593,057,139
--------------
SCHEDULE I
Page 5 of 10
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
------------------------------------------------ --------- -------- -------
DELTA BALANCED FUND:
*Fidelity Management Trust Company Cash Account (a) $ 12,133
Delta U.S. Equity Pool:
*Fidelity Management & Research Company, Fidelity
Magellan Fund 1,696 (a) 188,399
*Fidelity Management & Research Company, Fidelity
Growth and Income Portfolio 5,361 (a) 211,663
*Fidelity Management & Research Company, FMTC Select
Equity Portfolio 9,994 (a) 378,476
*FMTC Broad Market Duration 37,427 (a) 727,199
--------------
Total 1,517,870
--------------
DELTA CONSERVATIVE BALANCED FUND:
*Fidelity Management Trust Company Cash Account (a) 14,804
Delta U.S. Equity Pool:
*Fidelity Management & Research Company, Fidelity
Magellan Fund 24,510 (a) 2,722,766
*Fidelity Management & Research Company, Fidelity
Growth and Income Portfolio 77,482 (a) 3,058,976
*Fidelity Management & Research Company, FMTC Select
Equity Portfolio 144,436 (a) 5,469,774
*FMTC Broad Market Duration 1,775,830 (a) 34,504,382
--------------
Total 45,770,702
--------------
DELTA GROWTH BALANCED FUND:
*Fidelity Management Trust Company Cash Account 17,872
Delta U.S. Equity Pool:
*Fidelity Management & Research Company, Fidelity
Magellan Fund 176,684 (a) 19,627,861
*Fidelity Management & Research Company, Fidelity
Growth and Income Portfolio 558,549 (a) 22,051,533
*Fidelity Management & Research Company, FMTC Select
Equity Portfolio 1,041,206 (a) 39,430,475
*FMTC Broad Market Duration 1,421,793 (a) 27,625,441
--------------
Total 108,753,182
--------------
DELTA PREFERRED STOCK FUND:
*Delta Air Lines, Inc. common stock 5,546,865 223,687,499 244,505,809
*Delta Air Lines, Inc. Convertible Preferred Stock
Series B 6,342,991 474,254,631 479,910,699
*Fidelity Institutional Cash Portfolio--Money Market
Fund 27,889,541 27,889,541
--------------
Total 752,306,049
--------------
MUTUAL AND COMMINGLED FUNDS:
*Fidelity Management & Research Company, Fidelity Asset
Manager 124,965 (a) 2,013,188
*Fidelity Management & Research Company, Fidelity Asset
Manager: Income 25,152 (a) 289,494
*Fidelity Management & Research Company, Fidelity Asset
Manager: Growth 91,349 (a) 1,385,762
*Fidelity Management & Research Company, Fidelity
Aggressive Growth Fund 2,085,163 (a) 51,169,892
*Fidelity Management & Research Company, Fidelity
Balanced Fund 329,650 (a) 5,066,719
*Fidelity Management & Research Company, Fidelity Blue
Chip Growth Fund 371,488 (a) 17,274,203
*Fidelity Management & Research Company, Fidelity
Canada Fund 50,463 (a) 980,497
*Fidelity Management & Research Company, Fidelity
Capital & Income Fund 447,818 (a) 3,304,896
*Fidelity Management & Research Company, Fidelity
Capital Appreciation Fund 109,767 (a) 2,454,389
*Fidelity Management & Research Company, Fidelity
Contrafund 5,992,893 (a) 264,766,013
*Fidelity Management & Research Company, Fidelity
Contrafund II 52,563 (a) 597,115
*Fidelity Management & Research Company, Fidelity
Convertible Securities Fund 203,007 (a) 4,230,666
*Fidelity Management & Research Company, Fidelity
Disciplined Equity Fund 64,431 (a) 1,512,844
SCHEDULE I
Page 6 of 10
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
------------------------------------------------ --------- -------- -------
*Fidelity Management & Research Company, Fidelity
Diversified International Fund 334,018 (a) $ 6,630,253
*Fidelity Management & Research Company, Fidelity
Dividend Growth Fund 1,008,096 (a) 29,829,558
*Fidelity Management & Research Company, Fidelity
Emerging Markets Fund 99,371 (a) 786,027
*Fidelity Management & Research Company, Fidelity
Equity-Income II Fund 179,946 (a) 4,100,973
*Fidelity Management & Research Company, Fidelity
Equity-Income Fund 1,099,802 (a) 57,398,654
*Fidelity Management & Research Company, Fidelity
Europe Capital Appreciation Fund 148,005 (a) 2,476,125
*Fidelity Management & Research Company, Fidelity
Europe Fund 138,586 (a) 3,497,922
*Fidelity Management & Research Company, Fidelity
Export & Multinational Fund 119,494 (a) 2,054,103
*Fidelity Management & Research Company, Fidelity Fifty
Fund 237,063 (a) 3,982,663
*Fidelity Management & Research Company, Fidelity Four
in One Index Fund 3,550 (a) 82,939
*Fidelity Management & Research Company, Fidelity
2040 Freedom Fund 1,296 (a) 10,344
*Fidelity Management & Research Company, Fidelity Fund 280,101 (a) 8,918,430
*Fidelity Management & Research Company, Fidelity
Global Balanced Fund 7,785 (a) 126,732
*Fidelity Management & Research Company, Fidelity
Ginnie Mae Fund 483,290 (a) 5,209,862
*Fidelity Management & Research Company, Fidelity
Government Income Fund 230,443 (a) 2,258,340
*Fidelity Management & Research Company, Fidelity
Growth & Income Portfolio 3,250,018 (a) 128,310,719
*Fidelity Management & Research Company, Fidelity
Growth & Income Portfolio II 10,434 (a) 100,479
*Fidelity Management & Research Company, Fidelity
Growth Company Fund 438,659 (a) 25,736,132
*Fidelity Management & Research Company, Fidelity Hong
Kong & China Fund 190,031 (a) 2,628,128
*Fidelity Management & Research Company, Fidelity
Institutional Short-Intermediate Government
Portfolio 89,855 (a) 836,551
*Fidelity Management & Research Company, Fidelity
Intermediate Bond Fund 140,053 (a) 1,420,134
*Fidelity Management & Research Company, Fidelity
International Bond Fund 16,389 (a) 129,144
*Fidelity Management & Research Company, Fidelity
International Growth & Income Fund 34,277 (a) 684,178
*Fidelity Management & Research Company, Fidelity
International Value Fund 54,148 (a) 651,940
*Fidelity Management & Research Company, Fidelity
Investment-Grade Bond Fund 261,575 (a) 1,880,725
*Fidelity Management & Research Company, Fidelity Japan
Fund 348,158 (a) 4,338,052
*Fidelity Management & Research Company, Fidelity Japan
Small Companies Fund 1,521,566 (a) 12,096,450
*Fidelity Management & Research Company, Fidelity Large
Cap Stock Fund 149,866 (a) 2,427,829
*Fidelity Management & Research Company, Fidelity Latin
America Fund 108,088 (a) 1,415,947
*Fidelity Management & Research Company, Fidelity
Low-Priced Stock Fund 1,271,996 (a) 34,509,256
*Fidelity Management & Research Company, Fidelity
Magellan Fund 1,678,257 (a) 186,437,605
*Fidelity Management & Research Company, Fidelity
Mid-Cap Stock Fund 1,362,268 (a) 33,593,521
*Fidelity Management & Research Company, Fidelity New
Markets Income Fund 180,273 (a) 2,096,578
*Fidelity Management & Research Company, Fidelity
Nordic Fund 172,322 (a) 3,484,352
SCHEDULE I
Page 7 of 10
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
------------------------------------------------ --------- -------- -------
*Fidelity Management & Research Company, Fidelity OTC
Portfolio 1,657,049 (a) $ 58,427,534
*Fidelity Management & Research Company, Fidelity
Overseas Fund 47,955 (a) 1,462,628
*Fidelity Management & Research Company, Fidelity
Pacific Basin Fund 1,278,470 (a) 20,468,305
*Fidelity Management & Research Company, Fidelity
Puritan Fund 177,746 (a) 3,304,294
*Fidelity Management & Research Company, Fidelity Real
Estate Investment Fund 327,537 (a) 6,400,077
*Fidelity Management & Research Company, Fidelity
Retirement Government Money Market Portfolio 9,395,940 (a) 9,395,940
*Fidelity Management & Research Company, Fidelity
Independence Fund 323,133 (a) 5,725,918
*Fidelity Management & Research Company, Fidelity
Retirement Money Market Portfolio 97,632,349 (a) 97,632,349
*Fidelity Management & Research Company, Fidelity
Short-Term Bond Fund 117,750 (a) 1,026,777
*Fidelity Management & Research Company, Fidelity Small
Cap Selector Fund 144,549 (a) 2,265,086
*Fidelity Management & Research Company, Fidelity Small
Cap Stock Fund 36,338 (a) 505,462
*Fidelity Management & Research Company, Fidelity
Southeast Asia Fund 138,722 (a) 1,507,904
*Fidelity Management & Research Company, Spartan 500
Index Fund 124,021 (a) 10,484,740
*Fidelity Management & Research Company, Spartan U.S.
Equity Index Fund 401,468 (a) 17,455,815
*Fidelity Management & Research Company, Fidelity Stock
Selector Fund 18,561 (a) 414,843
*Fidelity Management & Research Company, Fidelity
TechnoQuant Growth Fund 88,571 (a) 1,111,570
*Fidelity Management & Research Company, Fidelity Trend
Fund 3,718 (a) 195,664
*Fidelity Management & Research Company, Fidelity U.S.
Bond Index Fund 418,913 (a) 4,444,663
*Fidelity Management Trust Company, Fidelity U.S.
Equity Index Commingled Fund 8,337,407 (a) 298,812,656
*Fidelity Management & Research Company, Fidelity
Utilities Fund 298,367 (a) 4,591,873
*Fidelity Management & Research Company, Fidelity Value
Fund 284,288 (a) 14,740,334
*Fidelity Management & Research Company, Fidelity
Worldwide Fund 41,373 (a) 625,142
*Strategic Advisors, Fidelity Freedom 2000 Fund 98,950 (a) 1,163,655
*Strategic Advisors, Fidelity Freedom 2010 Fund 291,805 (a) 3,813,891
*Strategic Advisors, Fidelity Freedom 2020 Fund 198,089 (a) 2,636,565
*Strategic Advisors, Fidelity Freedom 2030 Fund 150,565 (a) 2,023,598
*Strategic Advisors, Fidelity Freedom Income Fund 41,857 (a) 460,844
The Alger Fund, Alger Capital Appreciation Retirement
Portfolio 28,949 (a) 395,731
The Alger Fund, Alger MidCap Growth Retirement
Portfolio 81,735 (a) 1,259,533
The Alger Fund, Alger Small Capitalization Retirement
Fund 1,061 (a) 17,469
American Century Mutual Funds, Inc., American Century
Select Fund, Investor shares 342,566 (a) 13,719,760
American Century Mutual Funds, Inc., American Century
Ultra Fund, Investor shares 3,496,605 (a) 103,149,846
Ariel Capital Management, Ariel Appreciation Fund 25,799 (a) 928,770
Ariel Capital Management, Ariel Fund 26,366 (a) 954,960
Ariel Capital Management, Ariel Premier Bond Fund,
Institutional Shares 3,129 (a) 31,665
Baron Funds, Baron Asset Fund 2,919 (a) 144,792
Baron Funds, Baron Growth Fund 25,706 (a) 810,768
Calvert Asset Management Company, Inc., Calvert
Capital Accumulation Fund, Class A shares 44,086 (a) 1,135,663
Calvert Asset Management Company, Inc., Calvert New
Vision Small-Cap Fund, Class A shares 9,242 (a) 168,203
SCHEDULE I
Page 8 of 10
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
------------------------------------------------ --------- -------- -------
Calvert Asset Management Company, Inc., Calvert Social
Investment Balanced Fund, Class A shares 7,386 (a) $ 203,497
Calvert Asset Management Company, Inc., Calvert World
Values International Equity Fund, Class A shares 17,955 (a) 295,899
Delaware Management Company, Delaware Trend Fund,
Class A shares 2,157,791 (a) 43,026,346
Domini Social Investments, Domini Social Equity Fund 253 (a) 8,159
Founders Asset Management, Founders Balanced Fund,
Class F shares 23,459 (a) 206,207
Founders Asset Management, Founders Discovery Fund,
Class F shares 227,398 (a) 7,263,078
Founders Asset Management, Founders Growth and Income
Fund, Class F shares 48,725 (a) 237,780
Founders Asset Management, Founders Growth Fund, Class
F shares 89,820 (a) 1,014,971
Founders Asset Management, Founders Mid-Cap Growth
Fund, Class F shares 76,383 (a) 300,187
Founders Asset Management, Founders Worldwide Growth
Fund, Class F shares 35,578 (a) 461,802
Franklin Small Cap Growth Fund, Class A shares 2,372 (a) 79,433
INVESCO Funds Group, INVESCO Dynamics Fund, Investor
shares 1,834,791 (a) 34,475,719
INVESCO Funds Group, INVESCO Blue Chip Growth Fund,
Investor shares 1,828,883 (a) 6,273,070
INVESCO Funds Group, INVESCO High-Yield Fund, Investor
shares 574,730 (a) 2,563,297
INVESCO Funds Group, INVESCO Equity Income Fund,
Investor shares 138,790 (a) 1,855,625
INVESCO Funds Group, INVESCO Select Income Fund,
Investor shares 422,574 (a) 2,438,251
INVESCO Funds Group, INVESCO Small Company Growth
Fund, Investor shares 928,948 (a) 12,689,423
INVESCO Funds Group, INVESCO Total Return Fund,
Investor shares 60,586 (a) 1,599,462
INVESCO Funds Group, INVESCO Value Equity Fund,
Investor shares 39,483 (a) 840,989
Janus Capital Corporation, Janus Adviser Capital
Appreciation Fund 2,986 (a) 70,149
Janus Capital Corporation, Janus Adviser Aggressive
Growth Fund 9,064 (a) 236,659
Janus Capital Corporation, Janus Adviser Growth Fund 1,160 (a) 28,324
Janus Capital Corporation, Janus Adviser International
Fund 2,519 (a) 68,061
Janus Capital Corporation, Janus Balanced Fund 1,051,622 (a) 21,232,254
Janus Capital Corporation, Janus Enterprise Fund 1,954,310 (a) 76,003,107
Janus Capital Corporation, Janus Flexible Income Fund 318,321 (a) 2,893,536
Janus Capital Corporation, Janus Fund 1,168,002 (a) 34,105,649
Janus Capital Corporation, Janus Mercury Fund 5,502,245 (a) 135,190,170
Janus Capital Corporation, Janus Twenty Fund 2,723,917 (a) 120,151,962
Janus Capital Corporation, Janus Worldwide Fund 2,050,346 (a) 100,548,963
Managers Funds, Managers Bond Fund 9,096 (a) 201,570
Managers Funds, Managers Capital Appreciation Fund 5,731 (a) 181,287
Managers Funds, Managers Income Equity Fund 3,028 (a) 88,795
Managers Funds, Managers Special Equity Fund 2,361 (a) 182,276
Merrill Lynch Asset Management, Merrill Lynch Capital
Fund, Class A shares 208,531 (a) 6,153,754
Morgan Stanley Institutional Fund Trust, Balanced
Portfolio, (formerly, MAS Balanced Portfolio,
Adviser Class) 18,909 (a) 217,265
Morgan Stanley Institutional Fund Trust, Fixed Income
Portfolio (formerly, MAS Funds Fixed Income
Portfolio, Adviser Class) 105,357 (a) 1,225,304
Morgan Stanley Institutional Fund Trust, High Yield
Portfolio (formerly, MAS Funds High Yield
Portfolio, Adviser Class) 102,092 (a) 660,536
Morgan Stanley Institutional Fund Trust, Mid Cap
Growth Portfolio (formerly, MAS Funds Mid-Cap
Growth Portfolio, Adviser Class) 646,039 (a) 13,030,598
Morgan Stanley Institutional Fund Trust, Value
Portfolio (formerly, MAS Funds Value Portfolio,
Adviser Class) 1,514,447 (a) 23,534,506
SCHEDULE I
Page 9 of 10
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
------------------------------------------------ --------- -------- -------
Morgan Stanley Institutional Fund, Inc., Emerging
Markets Portfolio, Class B shares 71,643 (a) $ 775,893
Morgan Stanley Institutional Fund, Inc., Small Company
Growth Portfolio, Class B shares 2,900,744 (a) 29,007,440
Morgan Stanley Institutional Fund, Inc., Equity Growth
Portfolio, Class B 1,783 (a) 32,288
Morgan Stanley Institutional Fund, Inc., Active
International Allocation Portfolio, Class B shares 13,433 (a) 127,075
Morgan Stanley Institutional Fund, Inc. Global Value
Portfolio, Class B shares (formerly, Global Equity
Portfolio) 106,663 (a) 1,740,741
Montgomery Asset Management, Montgomery Global 20
Portfolio, Class R shares 37 (a) 407
Morgan Stanley Institutional Fund, Inc., International
Magnum Portfolio, Class B shares 203 (a) 2,087
Morgan Stanley Institutional Fund, Inc., Value Equity
Portfolio Class B shares 15,198 (a) 159,882
Franklin Mutual Advisers, Mutual Discovery Fund, Class
A shares 23,822 (a) 470,252
Franklin Mutual Advisers, Mutual Shares Fund, Class A
shares 29,729 (a) 636,209
Neuberger & Berman Management, Inc., Neuberger Berman
Socially Responsive Fund 5 (a) 67
Neuberger & Berman Management, Inc., Neuberger Berman
Focus Trust 821,978 (a) 25,168,981
Neuberger & Berman Management, Inc., Neuberger Berman
Genesis Trust 678,081 (a) 19,833,866
Neuberger & Berman Management, Inc., Neuberger Berman
Guardian Trust 32,468 (a) 383,775
Neuberger & Berman Management, Inc., Neuberger Berman
Manhattan Trust 94,551 (a) 1,140,284
Neuberger & Berman Management, Inc., Neuberger Berman
Partners Trust 84,844 (a) 1,421,989
Pacific Investment Management Company, PIMCO Capital
Appreciation Fund, Administrative Shares 243,376 (a) 4,249,339
Pacific Investment Management Company, PIMCO Global
Bond Fund, Administrative Shares 36,801 (a) 300,667
Pacific Investment Management Company, PIMCO High
Yield Fund, Administrative Shares 369,230 (a) 3,529,842
Pacific Investment Management Company, PIMCO Low
Duration Fund, Administrative Shares 176,471 (a) 1,766,477
Pacific Investment Management Company, PIMCO Long-Term
U.S. Government Fund, Administrative Shares 26,030 (a) 268,369
Pacific Investment Management Company, PIMCO Mid-Cap
Fund, Administrative Shares 341,850 (a) 7,233,538
Pacific Investment Management Company, PIMCO Total
Return Fund, Administrative Shares 795,996 (a) 8,230,601
Pilgrim Baxter & Associates, PBHG Emerging Growth Fund 183,033 (a) 3,481,280
Pilgrim Baxter & Associates, PBHG Growth Fund 477,212 (a) 12,235,716
RS Investment, RS Emerging Growth Fund 15,468 (a) 558,700
RS Investment, RS MicroCap Growth Fund 8,303 (a) 175,855
Zurich Scudder Investments, Scudder International
Fund, Class S shares 727 (a) 30,493
Scudder Kemper Investments, Scudder Global Discovery
Fund 4,277 (a) 110,984
Zurich Scudder Investments, Scudder Growth & Income
Fund, Class S shares 997 (a) 22,351
Zurich Scudder Investments, Scudder 21st Century
Growth Fund 717 (a) 14,355
Strong Capital Management, Strong Advisor Common Stock
Fund, Class Z shares 10,296 (a) 208,386
Strong Capital Management, Strong Advantage Fund,
Investor Class 212,229 (a) 2,109,560
Strong Capital Management, Strong Discovery Fund 21,650 (a) 389,486
Strong Capital Management, Strong Government
Securities Fund, Investor Class 288,131 (a) 3,068,599
Strong Capital Management, Strong Growth Fund,
Investor Class 510,254 (a) 10,465,308
Strong Capital Management, Strong Opportunity Fund,
Investor Class 263,789 (a) 11,131,875
SCHEDULE I
Page 10 of 10
PRINCIPAL
AMOUNT COST OR
OR NUMBER CONTRACT CURRENT
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES VALUE VALUE
------------------------------------------------ --------- -------- -------
Strong Capital Management, Strong Short-Term Bond
Fund, Investor Class 105,472 (a) $ 1,004,095
Strong Capital Management, Strong Large Cap Growth Fund 158,685 (a) 4,146,431
TCW Funds Management, TCW Galileo Small Cap Growth
Fund, Class N shares 19,449 (a) 467,752
TCW Funds Management, TCW Galileo Aggressive Growth
Equities Fund, Class N shares 17,343 (a) 253,560
TCW Funds Management, TCW Galileo Select Equity Fund,
Class N shares 869 (a) 15,271
Templeton Asset Management, Templeton Developing
Markets Fund, Class A shares 125,050 (a) 1,334,288
Franklin Advisers, Templeton Foreign Smaller Companies
Fund, Class A shares 233 (a) 3,278
Templeton Global Advisors, Templeton Foreign Fund,
Class A shares 430,789 (a) 4,256,197
Templeton Global Advisors, Templeton Growth Fund,
Class A shares 133,431 (a) 2,436,450
Templeton Global Advisors, Templeton World Fund,
Class A shares 354,099 (a) 5,467,288
Templeton Global Bond Managers, Templeton Global Bond
Fund, Class A shares 56,447 (a) 433,512
Templeton Investment Counsel, Institutional Foreign
Equity Fund 2,448,930 (a) 38,203,302
Rice Hall James & Associates, UAM Rice Hall James
Small Cap Portfolio 30,929 (a) 540,945
Fiduciary Management Associates, UAM/FMA Small Company
Portfolio, Institutional Shares 7,940 (a) 154,597
USAA Investment Management, USAA Cornerstone Strategy
Fund 8,732 (a) 217,248
USAA Investment Management, USAA Emerging Markets Fund 31 (a) 216
USAA Investment Management, USAA GNMA Trust 101,221 (a) 997,029
USAA Investment Management, USAA Growth Fund 29,911 (a) 484,252
USAA Investment Management, USAA Income Fund 343,420 (a) 4,162,255
USAA Investment Management, USAA Income Stock Fund 50,157 (a) 911,857
USAA Investment Management, USAA International Fund 34,390 (a) 604,583
Credit Suisse Asset Management, CS Warburg Pincus
Capital Appreciation Fund, Common Shares 227,261 (a) 4,627,039
Credit Suisse Asset Management, CS Warburg Pincus
Emerging Growth Fund, Common Shares 52,057 (a) 1,493,526
Credit Suisse Asset Management, CS Warburg Pincus
Global Fixed-Income Fund, Common Shares 14,076 (a) 138,365
Credit Suisse Asset Management, CS Warburg Pincus
Value II Fund, Common Shares 103,720 (a) 1,452,080
Credit Suisse Asset Management, CS Warburg Pincus
International Equity Fund 21,240 (a) 272,506
--------------
Total mutual and commingled funds 2,495,400,469
--------------
PARTICIPANT LOANS:
Participant loans, interest rates ranging from 9.00%
to 10.75% (a) 74,643,019
--------------
Total investments $4,651,670,243
==============
(a) Cost information is not required to be presented for these
participant-directed investments.
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
SCHEDULE II
DELTA FAMILY-CARE SAVINGS PLAN
SCHEDULE H, LINE 4J -- REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED JUNE 30, 2001
DESCRIPTION OF ASSET EXPENSE
(INCLUDES INTEREST RATE AND PURCHASE SELLING INCURRED WITH COST OF
IDENTITY OF PARTY INVOLVED MATURITY IN CASE OF A LOAN) PRICE PRICE TRANSACTION ASSETS NET GAIN
-------------------------- --------------------------- -------- ------- ------------- ------- --------
*FIDELITY MANAGEMENT TRUST COMPANY Institutional Money
Market Fund:
171 transactions $63,227,841 $ -- (b) $ -- $ --
144 transactions -- 63,714,639 (b) 63,714,639 --
*DELTA AIR LINES, INC. Delta Air Lines, Inc.
common stock:
204 transactions 46,440,283 -- (b) -- --
623 transactions -- 13,150,648 (b) 10,780,986 2,369,663
*Represents a party in interest.
(a) Represents a series of transactions in securities of the same
issue having a cumulative value in excess of 5% of the
current value of plan assets at the beginning of the plan
year.
(b) The normal expenses associated with asset purchases are built
into the Trustee's cost records and therefore are not shown
separately here.
The accompanying notes are an integral part of this schedule.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee of Delta Air Lines, Inc. has duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly authorized.
DELTA FAMILY-CARE SAVINGS PLAN
/s/ James B. Taylor
------------------------------
By: James B. Taylor
Chief Investment Officer
Delta Air Lines Benefit Trusts
Delta Air Lines, Inc.
Date: December 14, 2001
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated September 28, 2001 included in Delta Air Lines,
Inc.'s annual report on Form 11-K for the Delta Family-Care Savings Plan for
the year ended June 30, 2001 into the Company's previously filed Registration
Statements Nos. 33-30454 and 333-46904.
/s/ Arthur Andersen LLP
Atlanta, Georgia
December 12, 2001