SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
For the Year Ended December 31, 2003
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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 SUPPLEMENTAL SCHEDULE
TABLE OF CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits as of December 31, 2003
Statement of Net Assets Available for Benefits as of December 31, 2002
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 2003
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 2002
NOTES TO FINANCIAL STATEMENTS
SUPPLEMENTAL SCHEDULE
Form 5500 Schedule H, Part IV, Line 4i--Assets (Held at End of Year)
as of December 31, 2003
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Administrative Committee of
Delta Air Lines, Inc. and the participants of the Delta Family-Care Savings
Plan:
We have audited the accompanying statements of net assets available for benefits
of Delta Family-Care Savings Plan as of December 31, 2003 and 2002, and the
related statements of changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility of the Plan's
Management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2003 and 2002, and the changes in its net assets available for benefits for the
years ended December 31, 2003 and 2002 in conformity with accounting principles
generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental Schedule of
Assets (Held at End of Year) as of December 31, 2003 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's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This schedule is the responsibility of
the Plan's Management. Such schedule has been subjected to the auditing
procedures applied in the audit of the basic 2003 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 28, 2004
DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003
(IN THOUSANDS)
NONPARTICIPANT-DIRECTED
------------------------- PARTICIPANT-
ALLOCATED UNALLOCATED DIRECTED TOTAL
---------- ----------- ------------ ----------
ASSETS:
Cash $ - $ - $ 1,715 $ 1,715
---------- ---------- ---------- ----------
Investments, at fair value as determined by
quoted market prices (Note 4) 400,466 151,847 3,288,139 3,840,452
Investments, at contract value (Note 3) - - 705,175 705,175
---------- ---------- ---------- ----------
Total investments 400,466 151,847 3,993,314 4,545,627
---------- ---------- ---------- ----------
Receivables:
Employer contributions 3,049 - 20,226 23,275
Interest and dividends and other 42 - - 42
---------- ---------- ---------- ----------
Total receivables 3,091 - 20,226 23,317
---------- ---------- ---------- ----------
Total assets 403,557 151,847 4,015,255 4,570,659
LIABILITIES:
ESOP notes:
Current - 36,449 - 36,449
Noncurrent - 191,884 - 191,884
Interest payable - 9,247 - 9,247
Other payables 90 1,796 7,161 9,047
---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 403,467 $ (87,529) $4,008,094 $4,324,032
========== ========== ========== ==========
See notes to financial statements.
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
======== ========= ========== ==========
See notes to financial statements.
DELTA FAMILY-CARE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2003
(IN THOUSANDS)
NONPARTICIPANT-DIRECTED
------------------------- PARTICIPANT-
ALLOCATED UNALLOCATED DIRECTED TOTAL
--------- ----------- ------------ -----
CONTRIBUTIONS:
Participant $ - $ - $ 289,275 $ 289,275
Employer 22,384 27,756 30,156 80,296
INVESTMENT INCOME:
Net appreciation in fair value of investments 10,897 4,425 614,982 630,304
Interest and dividends 8,107 12,928 61,476 82,511
ALLOCATION OF SHARES, AT FAIR VALUE 27,198 (27,198) - -
BENEFITS PAID TO PARTICIPANTS (20,597) - (293,664) (314,261)
INTERFUND TRANSFERS (1,211) - 1,211 -
ADMINISTRATIVE EXPENSES (37) - (1,009) (1,046)
INTEREST EXPENSE ON ESOP NOTES - (19,817) - (19,817)
--------- -------- ----------- -----------
NET INCREASE (DECREASE) 46,741 (1,906) 702,427 747,262
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 356,726 (85,623) 3,305,667 3,576,770
--------- -------- ----------- -----------
End of year $ 403,467 $(87,529) $ 4,008,094 $ 4,324,032
========= ======== =========== ===========
See notes to financial statements.
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
========= ======== =========== ===========
See notes to financial statements.
DELTA FAMILY-CARE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND DECEMBER 31, 2002
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. ("Delta"). Substantially all Delta, Delta Technology, Inc. ("Delta
Technology"), and Song Airways, LLC ("Song") 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 as
amended ("ERISA"), 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.
Eligible U.S.-based nonpilot participants, including Song and 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. 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
eligible earnings which may be deferred into the Plan. For both calendar
year 2003 and 2002, the limit is 12%. Pre-tax contributions are subject to
the limits under Section 402(g) of the Code.
Delta and Delta Technology nonpilot participants who have completed 12
months of service, receive a monthly employer matching contribution of $.50
for every $1 contributed by the participant, up to 2% of the participant's
eligible earnings for that month, as defined in the plan document. Prior to
October 2002, matching contributions were made on a quarterly basis.
Delta pilots 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.
Effective April 1, 2003, Song participants who were employed on April 1,
2003 or who have completed 12 months of service, receive a matching
contribution each payroll period of $1 for every $1 contributed by the
participant, up to 3% of the participant's eligible earnings for such
payroll period, plus $.50 for every $1 contributed by the participant above
3% (not to exceed 6%) of the participant's eligible earnings for such
payroll period, with the total matching contribution no greater than 4.5%
of the participant's eligible earnings for such payroll period, as defined
in the Plan document. Employer contributions to Song participants are
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.
For Delta and Delta Technology participants, the first $1,700 ($1,650 for
the year ended December 31, 2002 and increased by $50 per Plan year) of
these employer contributions (the "Annual Cap") to a participant's account
is invested in the Delta ESOP 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 the employer'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, employer contributions in excess
of the Annual Cap shall be made in Common Stock for non-collectively
bargained, highly compensated employees, as determined under the Code, as
amended.
Non-highly compensated Delta Technology participants may receive an
additional annual profit-sharing employer contribution equal to 5% of their
Delta Technology earnings, as defined in the Plan.
Song participants, who are Founders, as defined in the Plan document, may
receive an additional annual employer contribution known as the Founders
contribution which is equal to 3% of their earnings (as defined in the
Plan) for the year, while a Song employee.
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 as provided in the Plan document.
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. Song participants, who are Founders, are
immediately vested in all contributions to their accounts. Song
participants, who are not Founders, become 100% vested after three years of
service. At December 31, 2003 and 2002, forfeitures totaled approximately
$58,000 and $34,000, respectively. Forfeitures from the Delta Technology
participants' accounts were used to offset the 2003 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 employer 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 installments for a definite period not to exceed life expectancy,
monthly installments to be paid over the life expectancy of the participant
and the participant's spouse, or the participant may defer distribution to
a later date.
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 and Delta Technology rollover 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, catch-up contributions and certain rollover and
elective transfer 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. The rates are reset quarterly and ranged from 9% to 11% for the year
ended December 31, 2003 and were 10% for the year ended December 31, 2002.
FINANCIAL CONDITION OF DELTA AIR LINES, INC.
Delta reported a net loss of $773 million for the year ended December 31,
2003, and an unaudited net loss of $383 million for the March 2004 quarter.
In its Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2004,
Delta said that continued losses of the magnitude experienced in 2003 and
the March 2004 quarter are unsustainable over the long term, and that Delta
has significant obligations due in 2005 and thereafter. Delta further said
that, if it cannot achieve a competitive cost structure, regain sustained
profitability and access the capital markets on acceptable terms, it will
need to pursue alternative courses of action intended to make it viable for
the long-term, including the possibility of seeking to restructure its
costs under Chapter 11 of the U.S. Bankruptcy Code.
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 and a brokerage window.
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
ESOP 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 accompanying financial statements have been prepared in accordance with
the accounting principles generally accepted in the United States of
America.
USE OF ESTIMATES
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires Plan
management to use estimates and assumptions that affect the reported
amounts of net assets available for benefits and changes therein. Actual
results could differ from these estimates. The Plan utilizes various
investment vehicles, including mutual funds, investment contracts, common
stock, preferred stock, and collective trust 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, including Delta's Common Stock and
Preferred Stock, 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 financial statements.
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments, except for investment contracts and loans, are stated at fair
value. Participant loans are valued at the outstanding loan balances. 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) or (b) $72 per share, plus accrued
dividends.
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 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,
2003 and December 31, 2002 was approximately $657,917,000 and $673,955,000,
respectively. The average yield rates for the investment contracts for the
years ended December 31, 2003 and December 31, 2002 were 4.65% and 5.46%,
respectively. The weighted average crediting rates for the investment
contracts for the years ended December 31, 2003 and December 31, 2002 were
4.72% and 5.17%, 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, 2003, the fair value of the assets
underlying the synthetic GICs and the value of the related wrapper
contracts was $611,763,000 and $(17,284,000), respectively. 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. 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, 2003 and 2002 are separately
identified as follows (in thousands, except for share amounts):
December 31, 2003:
Fidelity Contrafund, 5,506,404 shares $271,741
Fidelity U.S. Equity Index Commingled Fund, 7,578,044 shares 255,911
FMTC Select Equity Portfolio, 6,382,131 shares 218,588
Delta Preferred Stock, 5,839,708 shares 433,365**
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**
* Partially nonparticipant-directed
**Nonparticipant-directed
During the years ended December 31, 2003 and 2002, the Plan's investments
appreciated (depreciated) in fair value as follows (in thousands):
2003 2002
-------- ---------
Mutual funds $ 536,062 $(488,101)
Delta Common Stock 1,580 (204,515)
Delta Preferred Stock 12,838 117
Commingled funds 79,824 (20,508)
-------- ---------
$630,304 $(713,007)
======== =========
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, 2003 and 2002 (in thousands):
-------- --------
2003 2002
-------- --------
Investments:
Delta Common Stock $118,860 $ 92,361
Delta Preferred Stock 433,365 436,958
Money Market fund 88 23
-------- --------
$552,313 $529,342
======== ========
5. TAX STATUS
The Plan 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. The
Plan also received a favorable determination letter applicable to the
amendment executed November 12, 2003. As a result of certain plan
administration and operational concerns, Delta has
sought relief under Revenue Procedure 2001-17. This relief was granted in
early 2004. Delta and the plan administrator believe that the Plan is
currently designed and operated in compliance with the applicable
requirements of the Internal Revenue Code and the Plan and related trust
continue to be tax-exempt. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
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. 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.
In 1990, the Plan issued $481.4 million principal amount of its Guaranteed
Serial ESOP notes ("ESOP Notes") 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, Delta is obligated
to make annual contributions sufficient to fund principal and interest
payments on the ESOP Notes. At December 31, 2003 and 2002, respectively,
Delta held $210.2 million and $168.8 million of the principal amount of the
ESOP Notes, and acquired the remaining $18.1 million of the principal
amount of the ESOP Notes during the first quarter of 2004.
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 non-elective 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
non-elective 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, other than Song employees, making contributions to
the Plan at that time.
The ESOP Notes will be repaid primarily from the Delta'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.
In July 2003, Delta's Board of Directors discontinued the payment of
quarterly cash dividends on Common Stock. Effective December 2003, Delta's
Board of Directors suspended indefinitely the payment of dividends on the
Preferred Stock to comply with Delaware law. Dividends on Preferred Stock
continue to accrue, and the Preferred Stock value reflected in the
statement of net assets includes accrued but unpaid dividends.
As of December 31, 2003, 3,793,686 shares of Preferred Stock with a market
value, as defined, of approximately $281,530,000 had been allocated to
participants' accounts, and 2,046,022 shares of Preferred Stock with a
market value, as defined, of approximately $151,835,000 were held in the
unallocated account.
8. LONG-TERM DEBT
At December 31, 2003, the Plan's long-term debt, including current
maturities of $36,449,000, consisted of $228,333,000 aggregate principal
amount of ESOP Notes with final maturity dates ranging from July 1, 2004 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.
At December 31, 2003, the annual maturities of the ESOP Notes for the next
five years and thereafter are as follows (in thousands):
Years ending December 31:
2004 36,449
2005 40,621
2006 45,209
2007 50,254
2008 37,240
After 2008 18,560
----------
Total $ 228,333
==========
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. Fees paid by the Plan to an
affiliate of the Trustee for record keeping services totaled approximately
$433,000 and $454,000 for the years ended December 31, 2003 and December
31, 2002, respectively. Fees paid by the Plan for investment management
vary by fund and are generally reflected as a reduction in fund earnings.
DELTA FAMILY-CARE SAVINGS PLAN
SCHEDULE H, PART IV, LINE 4I - ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2003
PRINCIPAL AMOUNT
OR NUMBER
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES COST CURRENT VALUE
DELTA COMMINGLED STOCK FUND:
Delta International Equity Pool:
* Fidelity Management & Research Company, Fidelity Overseas Fund 860,159 (a) $ 27,034,813
* FMTC Select International Portfolio 1,005,187 (a) 76,746,056
Delta U.S. Equity Pool:
* Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 828,735 (a) 17,875,815
* Fidelity Management & Research Company, FMTC Select Equity Portfolio 4,225,542 (a) 144,724,812
RS Investment, RS Small Company Growth 854,575 (a) 17,587,153
--------------
Total 283,968,649
--------------
DELTA COMMINGLED BOND FUND:
* FMTC Broad Market Duration 5,048,937 (a) 121,123,990
--------------
Total 121,123,990
--------------
DELTA COMMON STOCK FUND:
* Delta Air Lines, Inc. Common Stock 7,155,409 (a) 84,505,380
* Fidelity Institutional Cash Portfolio: Money Market 1,444,588 (a) 1,444,588
--------------
Total 85,949,968
--------------
INSURANCE CONTRACT/STABLE VALUE FUND:
* Fidelity Management Trust Company, Short-Term Investment Fund 4,400,889 (a) 4,400,889
GUARANTEED INVESTMENT CONTRACTS:
Allstate Life Insurance Company:
#GAC-6324, 5.93%, due April 19, 2005 (a) 3,505,704
GE Life & Annuity Assurance Company:
# GS-3448, 7.38%, due August 16, 2004 (a) 3,815,033
# GS-3529, 5.55%, due March 29, 2004 (a) 2,905,181
John Hancock Life Insurance:
# 15133, 5.95%, due January 18, 2005 (a) 3,561,785
Metropolitan Life Insurance Company:
# GAC-25642, 7.17%, due September 20, 2004 (a) 3,137,951
# GAC-25701, 7.09%, due November 1, 2004 (a) 4,969,109
# GAC-28206, 5.42%, due July 27, 2004 (a) 1,137,186
Monumental Life Insurance Company:
# 00200FR, 7.18%, due October 4, 2004 (a) 2,504,936
New York Life Insurance Company:
# GA-31314, 5.25%, due August 10, 2004 (a) 3,391,324
# GA31199 7.15%, due November 8, 2004 (a) 6,208,245
SunAmerica Life Insurance Company:
# 4888, 8.23%, due January 2, 2004 (a) 9,641,124
SYNTHETIC INSURANCE CONTRACTS:
Bank of America (a) 59,407,262
Wrapper Contract # 03-080, 4.56% (a) (2,197,728)
ING Life & Annuity (a) 59,408,596
Wrapper Contract # 60082, 4.53% (a) (2,200,884)
Monumental Life Insurance Company (a) 59,031,925
Wrapper Contract # MDA -00594TR, 4.49% (a) (1,886,890)
Rabobank Nederland (a) 24,601,221
PRINCIPAL AMOUNT
OR NUMBER
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES COST CURRENT VALUE
Wrapper Contract # DAL100301, 3.86% (a) (573,606)
State Street Bank (a) 35,468,832
Wrapper Contract #103019, 4.00% (a) (1,076,434)
UBS AG (a) 36,088,281
Wrapper Contract #5158, 4.47% (a) (1,056,406)
Monumental Life Insurance Company (a) 13,503,280
Wrapper Contract #MDA-00580TR (a) (523,063)
GLOBAL WRAP:
CWHL 02-25 2A1 5.5%, November, 2017 (a) 419,631
Accredited Mortgage Loan Trust 4.23%, October 25, 2033 (a) 647,343
Accredited Mortgage Loan Trust 4.23%, January 25, 2034 (a) 582,208
ABN-AMRO Bank (Chicago) 7.25%, May 31, 2005 (a) 270,478
ACE Securities Corp June 25,2033 (a) 50,018
ACE Securities Corp June 25,2033 (a) 50,091
ACE Securities Corp July 25,2033 (a) 105,034
ACE Securities Corp October 25,2033 (a) 120,036
ACE Securities Corp October 25,2033 (a) 75,036
ACE Securities Corp July 25,2032 (a) 145,756
American Express Credit Account Master TR Series 2001-1
September 17, 2007 (a) 3,197,298
American General Finance Corp. SR MTN 2.75%, June 15, 2008 (a) 867,507
Americredit Auto Rec TR Series 2002 4.61%, January, 2009 (a) 162,121
Americredit Auto Rec TR Series 2002 3.78%, February, 2007 (a) 160,807
Americredit Auto Rec TR Series 2002 4.46%, April, 2009 (a) 337,835
Americredit Auto Rec TR Series 2002 3.32%, June, 2009 (a) 512,476
Americredit Auto Rec TR Series 2002 2.11%, August, 2007 (a) 226,118
Americredit Auto Rec TR Series 2002 2.72%, January, 2010 (a) 336,159
Americredit Auto Rec TR Series 2002 2.75%, October, 2007 (a) 333,834
Ameriquest Mortgage Securities, Series 2002 September 2032 (a) 115,001
Ameriquest Mortgage Securities, Series 2002 February 2033 (a) 155,910
Ameriquest Mortgage Securities, Series 2002 February 2033 (a) 169,653
Ameriquest Mortgage Securities, Series 2002 March 2033 (a) 110,746
Ameriquest Mortgage Securities, Series 2002 August 2033 (a) 523,179
Ameriquest Mortgage Securities, Series 2002 May 2033 (a) 105,078
Ameriquest Mortgage Securities, Series 2002 August 2033 (a) 186,752
Amvescap PLC 6.6%, May 15, 2005 (a) 570,916
Argent Securities Inc., Series 2003-W3, September 2033 (a) 107,572
Argent Securities Inc., Series 2003-W3, September 2033 (a) 121,180
Asset Backed Securities Corporation Home Equity Loan Trust 2002-HE3
October 2032 (a) 129,982
Asset Backed Securities Corporation Home Equity Loan Trust 2003-HE1
January 2033 (a) 149,706
Asset Backed Securities Corporation Home Equity Loan Trust 2003-HE3
June 2033 (a) 114,827
Asset Backed Securities Corporation Home Equity Loan Trust 2003-HE3
June 2033 (a) 176,620
Asset Backed Securities Corporation Home Equity Loan Trust 2003-HE4
August 2033 (a) 409,259
Asset Backed Securities Corporation Home Equity Loan Trust 2003-HE4
August 2033 (a) 302,620
Asset Backed Securities Corporation Home Equity Loan Trust 2003-HE5
August 2033 (a) 265,444
Asset Backed Securities Corporation Home Equity Loan Trust 2003-HE6
November 2033 (a) 235,505
Asset Backed Securities Corporation Home Equity Loan Trust 2003-HE7
December 2033 (a) 585,403
Bank One Corp., 6.00%, August 1, 2008 (a) 550,239
Bank One Issuance Trust ONEseries 4.16%, May 15, 2005 (a) 1,034,057
Bank One Issuance Trust ONEseries February 17,2009 (a) 780,526
PRINCIPAL AMOUNT
OR NUMBER
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES COST CURRENT VALUE
Bank of America, 4.375%, December, 2010 (a) 1,788,752
Bank of America GLBL 3.875%, January 15, 2008 (a) 653,554
BMW Vehicle Owner Trust Series 2002-A 3 3.8%, May 2006 (a) 467,370
Bank America MH Contract 1998-2 6.24%, July 10,2011 (a) 1,130,969
Bayview Financial Mortgage Pass-Through Trust, Series 2003-F
September 28, 2043 (a) 975,178
Bear Stearns Co. 5.7% January 15, 2007 (a) 999,660
British Columbia (Province of) Canada 7.25%, February 8, 2005 (a) 787,184
British Telecommunications 7.825%, December 15, 2005 (a) 1,879,373
CDC Mortgage Capital Trust 2002-HE3, March, 2033 (a) 137,291
CDC Mortgage Capital Trust 2003-HE1, August, 2033 (a) 150,770
CDC Mortgage Capital Trust 2003-HE2, October, 2033 (a) 85,645
CDC Mortgage Capital Trust 2003-HE3, November, 2033 (a) 155,053
CDC Mortgage Capital Trust 2003-HE3, November, 2033 (a) 120,566
CWABS, Inc. Asset Backed Certificates, Series 2002-5, March 2033 (a) 45,620
Capital One Auto Finance Trust Series 2002-2, 4.03%, August, 2006 (a) 878,864
Capital One Auto Finance Trust Series 2001-B, 4.88%, September, 2008 (a) 369,433
Capital One Auto Finance Trust Series 2002-B, 2.71%, October, 2016 (a) 435,516
Capital One Auto Finance Trust Series 2003-A, 1.83%, October, 2007 (a) 513,988
Capital One Master TR Series 2001-8, 4.6%, August, 2009 (a) 465,109
Capital One Master TR Series 2001-7, 3.85%, August, 2007 (a) 3,415,206
Capital One Multi-Asset Execution TR Card Series, July, 2008 (a) 608,848
Capital One Multi-Asset Execution TR Card Series, February, 2009 (a) 468,766
Capital One Multi-Asset Execution TR Card Series, July, 2011 (a) 420,588
Chase Credit Card Owner Trust 2003-6, February, 2011 (a) 611,015
Consolidated Natural Gas Company 5.375%, November 2006 (a) 248,622
Chile (Republic of), 5.625%, July 23, 2007 (a) 728,798
Citibank CC Issuance Trust Series, December, 2008 (a) 821,394
Citibank CC Issuance Trust Series, December, 2006 (a) 3,697,394
Citibank Credit Card Master Trust Series 1997-7 Class A, 6.65%,
November 15, 2006 (a) 1,370,126
Citibank Credit Card Master Trust Series 1999-1 Class-A, 5.5%
February 15, 2006 (a) 1,436,445
Citigroup Inc, 5.75%, May 10, 2006 (a) 309,047
Citigroup Inc, 5% March 6, 2007 (a) 285,566
Citigroup Inc, 3.5% February 1, 2008 (a) 1,079,430
Countrywide Home Loan, 5.25%, June 15, 2004 (a) 927,467
Countrywide Home Loan, 5.5%, February 1, 2007 (a) 328,324
Countrywide Home Loan, 5.625%, March 15, 2007 (a) 233,659
CS First Boston Group Inc Series 1997-C2 Class A2, 6.52%, January, 2035 (a) 348,301
CSFB Commercial Mortgage Trust 2002-CKP1, 4.627%, December, 2035 (a) 836,900
CSFB Coml Mtg PTC 1999-C1 Tranche A-1, 6.91%, September, 2041 (a) 303,410
CSFB Coml Mtg PTC 2003-C4, 4.7%, August, 2036 (a) 362,614
CSFB Mortgage Securities Corp. Series 2003-3, August, 2033 (a) 310,977
CSFB Mortgage Securities Corp. Series 2003-4, October, 2033 (a) 247,028
CSFB Mortgage Securities Corp. Series 2003-5, December, 2033 (a) 219,548
CSFB Mortgage Securities Corp. Series 2003-5, December, 2033 (a) 95,186
Daimler Chrysler, 7.4%, January 20, 2005 (a) 543,609
DaimlerChrysler Nth America Hldgs, 6.4%, May 15, 2006 (a) 323,875
DaimlerChrysler Nth America Hldgs, 4.75%, January 15, 2008 (a) 836,032
Deere John Cap Corp Series Mtnd, 4.125%, July 15, 2005 (a) 526,569
Deere John Cap Corp Series Mtnd, 3.9%, July 15, 2008 (a) 310,277
Deutsche Mortgage & Asset Receiving Corp. 1998-C1 6.538%, June, 2031 (a) 407,232
Discover Card Mstr Tr 96-3 Series A, 6.05%, August, 2008 (a) 5,712,579
Discover Card Mstr Tr 2003-4 Series A, May, 2011 (a) 495,040
Export Development Corp 2.375%, April 2006 (a) 267,599
FPL Group Capital 3.25%, April, 2006 (a) 230,555
FPL Group Capital 1.875%, March, 2005 (a) 775,233
FHR 1198, February 2007 (a) 417,140
PRINCIPAL AMOUNT
OR NUMBER
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES COST CURRENT VALUE
FHR 1634, November 2022 (a) 2,939,565
FHR 1610 6.25%, April 2022 (a) 608,934
FHR 1652 6.6%, August 2022 (a) 125,829
FHR 1650 6.25%, October 2022 (a) 96,024
FHR 1702 6.5%, April 2022 (a) 201,166
FHR 1680 6.25% January 2023 (a) 548,634
FHR 1708 July 2008 (a) 155,933
FHR 1803, December 2008 (a) 4,626,444
FHLB 2.875%, September 15, 2006 (a) 20,994,517
FHLMC Global 2.875%, December 15, 2006 (a) 17,335,299
FNR 93-225 6.3%, October, 2022 (a) 406,148
FNR 94-50 5.5%, January 2023 (a) 509,070
FNR 96-40 6%, December 2008 (a) 1,445,365
FNR 97- 6.5%, October, 2022 (a) 815,855
FNR 01-17 6.5%, June, 2029 (a) 26,121
FNR 02-52 6%, April 2031 (a) 184,983
FHR 2473 5.5%, February 2029 (a) 339,827
FNR 03-128 4%, January 2019 (a) 228,754
FHR 2707 4.5%, November 2018 (a) 287,145
FHR 2707 5%, November 2018 (a) 370,296
Federal National Mortgage Association 15yr, 6.5%, January, 2019 (a) 445,407
Federal National Mortgage Association 15yr, 7.0%, January, 2019 (a) 632,533
Federal Home Loan Mortgage Corporation, 2.75%, October, 2006 (a) 1,224,561
Federal Home Loan Mortgage Corporation, 5.25%, January, 2006 (a) 2,555,537
Federal National Mortgage Association, 2.625%, November, 2006 (a) 2,975,456
Federal National Mortgage Association 15yr, 6.5%, January, 2009 (a) 26,347
Federal National Mortgage Association 15yr, 6.5%, November, 2007 (a) 112,251
Federal National Mortgage Association 15yr, 6.5%, December, 2008 (a) 117,417
Federal National Mortgage Association 15yr, 6.5%, November, 2008 (a) 25,518
Federal National Mortgage Association 15yr, 6.5%, June, 2008 (a) 25,264
Federal National Mortgage Association 15yr, 6.0%, July, 2012 (a) 31,426
Federal National Mortgage Association 15yr, 6.5%, April, 2013 (a) 18,147
Federal National Mortgage Association 15yr, 7.0%, May, 2017 (a) 182,213
Federal National Mortgage Association 15yr, 6.5%, February, 2009 (a) 23,186
Federal National Mortgage Association 15yr, 6.5%, April, 2009 (a) 24,963
Federal National Mortgage Association 15yr, 6.5%, April, 2009 (a) 22,153
Federal National Mortgage Association 15yr, 7.0%, March, 2011 (a) 549,918
Federal National Mortgage Association 15yr, 7.0%, June, 2010 (a) 559,830
Federal National Mortgage Association 15yr, 6.0%, September, 2012 (a) 44,951
Federal National Mortgage Association 15yr, 6.5%, December, 2010 (a) 479,696
Federal National Mortgage Association 15yr, 6.0%, June, 2014 (a) 548,083
Federal National Mortgage Association 15yr, 6.5%, June, 2014 (a) 847,746
Federal National Mortgage Association 15yr, 7.0%, December, 2010 (a) 6,378
Federal National Mortgage Association 15yr, 6.0%, January, 2012 (a) 49,862
Federal National Mortgage Association 15yr, 6.0%, February, 2012 (a) 25,766
Federal National Mortgage Association 15yr, 6.0%, March, 2013 (a) 385,737
Federal National Mortgage Association 15yr, 6.5%, December, 2012 (a) 24,609
Federal National Mortgage Association 15yr, 6.5%, May, 2011 (a) 28,116
Federal National Mortgage Association 15yr, 6.5%, March, 2013 (a) 19,823
Federal National Mortgage Association 15yr, 6.0%, April, 2013 (a) 27,666
Federal National Mortgage Association 15yr, 6.0%, June, 2013 (a) 407,372
Federal National Mortgage Association 15yr, 6.0%, May, 2014 (a) 36,345
Federal National Mortgage Association 15yr, 6.0%, August, 2014 (a) 24,772
Federal National Mortgage Association 15yr, 6.5%, July, 2014 (a) 3,981,530
Federal National Mortgage Association 15yr, 6.0%, November, 2014 (a) 518,126
Federal National Mortgage Association 15yr, 6.5%, April, 2013 (a) 17,775
Federal National Mortgage Association 15yr, 6.0%, November, 2015 (a) 32,057
Federal National Mortgage Association 15yr, 6.5%, March, 2016 (a) 235,656
Federal National Mortgage Association 15yr, 6.5%, November, 2015 (a) 18,276
PRINCIPAL AMOUNT
OR NUMBER
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES COST CURRENT VALUE
Federal National Mortgage Association 15yr, 6.0%, August, 2016 (a) 1,203,569
Federal National Mortgage Association 15yr, 7.0%, March, 2017 (a) 253,371
Federal National Mortgage Association 15yr, 6.5%, October, 2017 (a) 799,603
Federal National Mortgage Association 15yr, 6.0%, July, 2015 (a) 472,500
Federal National Mortgage Association 15yr, 6.5%, November, 2017 (a) 4,028,088
Federal National Mortgage Association 15yr, 6.5%, June, 2015 (a) 248,945
Federal National Mortgage Association 15yr, 7.0%, February, 2016 (a) 190,063
Federal National Mortgage Association 15yr, 6.0%, April, 2016 (a) 432,207
Federal National Mortgage Association 15yr, 6.0%, April, 2016 (a) 385,368
Federal National Mortgage Association 15yr, 6.5%, July, 2016 (a) 875,359
Federal National Mortgage Association 15yr, 6.0%, May, 2016 (a) 420,063
Federal National Mortgage Association 15yr, 6.0%, September, 2016 (a) 60,586
Federal National Mortgage Association 15yr, 6.0%, October, 2016 (a) 616,938
Federal National Mortgage Association 15yr, 6.0%, January, 2017 (a) 22,601
Federal National Mortgage Association 15yr, 6.5%, February, 2017 (a) 253,432
Federal National Mortgage Association 15yr, 6.0%, March, 2017 (a) 26,102
Federal National Mortgage Association 15yr, 6.0%, March, 2017 (a) 38,575
Federal National Mortgage Association 15yr, 6.5%, March, 2017 (a) 373,645
Federal National Mortgage Association 15yr, 6.0%, April, 2017 (a) 29,768
Federal National Mortgage Association 15yr, 6.0%, April, 2017 (a) 488,558
Federal National Mortgage Association 15yr, 6.0%, July, 2017 (a) 48,746
Federal National Mortgage Association 15yr, 6.0%, May, 2017 (a) 542,979
Federal National Mortgage Association 15yr, 6.5%, June, 2017 (a) 1,406,054
Federal National Mortgage Association 15yr, 6.0%, August, 2017 (a) 558,893
Federal National Mortgage Association 15yr, 6.0%, July, 2017 (a) 296,447
Federal National Mortgage Association 15yr, 6.0%, February, 2018 (a) 56,909
Federal National Mortgage Association 15yr, 6.0%, August, 2017 (a) 227,796
Federal National Mortgage Association 15yr, 6.0%, August, 2017 (a) 470,043
Federal National Mortgage Association 15yr, 6.0%, September, 2017 (a) 517,183
Fieldstone Mortgage Investment Corp 2003-1 (a) 100,035
Fleet Financial Bank 8%, September 2004 (a) 427,417
First Union - Lehman Brothers 7.3%, April 2029 (a) 142,242
First Union Corp, 5.8%, December, 2008 (a) 1,376,653
Fleet Credit Card Master Trust II, 3.86%, March 2007 (a) 667,169
Fleet Financial Bank 7.25%, September 2005 (a) 609,817
Ford Auto Credit 2.85%, October, 2007 (a) 434,317
Ford Motor Credit 6.875%, February, 2006 (a) 2,411,098
Franklin Resources 3.7%, April 15, 2008 (a) 506,204
GSMS 03-C1 3.59%, January 2040 (a) 508,301
GSAMP Trust 02-HE, November 2032 (a) 214,633
GE Cap Corp 7.25%, February 2005 (a) 2,069,652
Goldman Sachs 4.125%, January 2008 (a) 569,156
GNR 02-37 A 4.538%, October, 2013 (a) 639,868
GNR 02-53 AL 4.402%, January, 2017 (a) 2,752,912
GNR 02-53 AL 4.402%, April, 2020 (a) 1,751,120
GNR 02-25 AL 5.161%, May, 2015 (a) 125,974
Gracechurch Card Funding, August 2008 (a) 105,094
Gracechurch Card Funding, 2.7% August 2009 (a) 809,488
Hartford Financial 2.375%, June 2006 (a) 174,470
Heller Comm Mtg 2000-PH-1 Tranche A-1, 7.715%, January, 2034 (a) 231,437
Hewlett-Packard Co, 7.15%, June 15, 2005 (a) 862,641
Household Automotive Trust Flt Rt, 2.75%, June, 2007 (a) 395,166
Household Automotive Trust Series 2002-CL A3, 2.85%, March, 2007 (a) 494,722
Household Automotive Trust Flt Rt, 1.73%, December, 2007 (a) 863,225
Household Fin Corp, 4.625%, January 15, 2008 (a) 2,180,054
Household International, 8.875%, February 15, 2008 (a) 652,683
Household Home Equity 02-2 A, April 2032 (a) 280,445
Household Home Equity 03-1 A, October 2032 (a) 901,444
Household Home Equity 03-1 M, October 2032 (a) 187,081
PRINCIPAL AMOUNT
OR NUMBER
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES COST CURRENT VALUE
Household Home Equity 03-2 M, September 2033 (a) 265,166
Household Prvt Label Credit Master Note, 4.95%, August 2008 (a) 2,082,704
Household Home Mortgage Loan Trust 02-HC1, May 2032 (a) 154,193
Household Home Mortgage Loan Trust 03-HC1, February 2033 (a) 607,029
Household Home Mortgage Loan Trust 03-HC1, February 2033 (a) 386,097
Household Home Mortgage Loan Trust 03-HC2, June 2033 (a) 265,505
Household Home Mortgage Loan Trust 03-HC2, June 2033 (a) 492,383
International Lease Financial, 4.375%, November 01, 2009 (a) 811,373
JP Morgan Chase 5.25%, May 30, 2007 (a) 1,607,914
Kraft Foods 5.25%, June 1, 2007 (a) 357,873
Keyspan Corp, 7.25%, November 15, 2005 (a) 1,011,026
Lehman Brothers Holdings, 4.0%, January 22, 2008 (a) 207,522
Long Beach Mortgage Loan Trust, June, 2033 (a) 251,659
Long Beach Mortgage Loan Trust, July, 2033 (a) 593,426
Merrill Lynch Mortgage Investors Trust, September, 2029 (a) 803,419
Merrill Lynch Mortgage Investors Trust, March, 2028 (a) 196,972
Merrill Lynch & Co, 4.125%, January 15, 2009 (a) 1,845,543
Merrill Lynch & Co, Inc, 4%, November 15, 2007 (a) 226,459
Morgan Stanley Dean Witter, 6.1%, April 15, 2006 (a) 1,116,898
Morgan Stanley Dean Witter, 5.8%, April 01, 2007 (a) 154,207
Morgan Stanley Dean Witter, 3.625%, April 01, 2008 (a) 353,666
Morgan Stanley ABS Capital I Inc. 2002-NC6, November, 2032 (a) 168,825
Morgan Stanley ABS Capital I Inc. 2003-NC6, June, 2033 (a) 206,557
Morgan Stanley ABS Capital I Inc. 2003-HE1, June, 2033 (a) 287,121
Morgan Stanley ABS Capital I Inc. 2003-NC7, June, 2033 (a) 125,045
Morgan Stanley ABS Capital I Inc. 2003-NC7, June, 2033 (a) 70,617
Morgan Stanley ABS Capital I Inc. 2003-NC8, September, 2033 (a) 165,049
Morgan Stanley ABS Capital I Inc. 2003-NC10, September, 2033 (a) 356,259
Morgan Stanley Dean Witter 03-NC2 February, 2033 (a) 178,768
Morgan Stanley Dean Witter 01-NC3 October 2031 (a) 291,228
Morgan Stanley Dean Witter 01-NC4 January 2032 (a) 110,862
Morgan Stanley Dean Witter 02-HE1 July 2032 (a) 180,387
Morgan Stanley Dean Witter 02-OP1 September 2032 (a) 100,550
Morgan Stanley Dean Witter 02-NC5 October, 2032 (a) 65,877
National Rural Utilities Co-op 3.24%, July 22, 2007 (a) 486,816
New Century Home Equity Loan Trust, Series 2003-6, January, 2034 (a) 314,341
Nissan Auto Lease Trust 2.57%, June 2009 (a) 591,854
NovaStar Mortgage Funding Trust, Series 2003-2, September 2033 (a) 135,775
Ontario (Province of), 7.625%, June 22, 2004 (a) 3,096,220
Ontario (Province of), 6%, February 21, 2006 (a) 741,973
Onyx Accept Owner Tr 2002-A Series A-3, 3.75%, April, 2006 (a) 227,073
Onyx Accept Owner Tr 2002-B Series A-3, 3.94%, June, 2006 (a) 232,502
Onyx Accept Owner Tr 2002-C Series A-3, 3.29%, September, 2006 (a) 469,759
Onyx Accept Owner Tr 2002-D Series A-3, 2.47%, December, 2006 (a) 605,452
Onyx Accept Owner Tr 2003-C Series A-3, 1.87%, August, 2007 (a) 997,921
Onyx Accept Owner Tr 2003-D Series A-3, 2.4%, December, 2007 (a) 306,508
Peco Energy Transition Trust 1999-A Series A-4, 5.8%, March 2007 (a) 3,108,147
Philip Morris, 6.375%, February 1, 2006 (a) 870,166
Phillip Morris Global BD, 7%, July 15, 2005 (a) 325,615
Phillips Petroleum, 8.5%, May 25, 2005 (a) 791,007
Phillips Petroleum, 8.75%, May 25, 2010 (a) 603,816
PNC Bank N.A., 7.88%, April 15, 2005 (a) 1,205,354
Powergen US Funding LLC, 4.5%, October 15, 2004 (a) 1,762,456
Quebec (providence of) 7.0% January 30, 2007 (a) 184,285
Quebec (providence of) 5.625% January 19, 2005 (a) 1,773,833
Prudential Secur Fin Secs Secd Fing Coml Mtg 7.617%, May 2032 (a) 216,970
Quebec Global 5.5%, April 11, 2006 (a) 108,741
Reed Elsevier Capital, 6.125%, August 1, 2006 (a) 540,788
RAMP 03-SL1 7.125% April 2031 (a) 937,749
PRINCIPAL AMOUNT
OR NUMBER
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES COST CURRENT VALUE
RAMP 03-RZ2 3.6% April 2033 (a) 615,400
SLM Corporation 3.625%, March 2008 (a) 855,274
Citibank Home Equity Loan Trust, April 2033 (a) 350,419
Citibank Omni-S Master Trust 5.25%, October 2008 (a) 3,141,600
Salomon Smith Barney Hld, 5.875%, March 15, 2006 (a) 1,810,730
Amortizing Residential Collateral Trust (a) 243,683
Telefonica Europe, 7.35%, September 15, 2005 (a) 1,140,017
Terwin Mortgage Trust, November 2033 (a) 354,705
Textron Financial 2.75%, June 2006 (a) 295,067
Toyota 4.35%, December 15, 2010 (a) 706,331
USAA Auto Owner Trust 1.58%, June 15, 2007 (a) 975,822
U.S. Government Treasury Notes, 11.75%, February 15, 2010 (a) 943,750
U.S. Government Treasury Notes, 10%, May 15, 2010 (a) 3,051,772
U.S. Government Treasury Notes, 7%, July 15, 2006 (a) 71,472,889
U.S. Government Treasury Notes, 1.875%, December 31, 2005 (a) 5,403,862
Verizon Global Funding Corp, 6.125%, June 15, 2007 (a) 1,766,278
Verizon Wireless Inc, 4%, January 15, 2008 (a) 1,037,244
Verizon Wireless Inc, 5.375%, December 15, 2006 (a) 417,102
Viacom Inc, 7.75%, June 1, 2005 (a) 652,637
Vodafone Group, 7.625%, February 15, 2005 (a) 684,300
WFS Financial Owner TR Series 2002-1 CL A3A, 4.15%, December, 2006 (a) 733,079
WFS Financial Owner Trust Series 2002-2 Class A3, 3.81%, February 2007 (a) 1,144,914
Washington Mutual 7.5%, August 15, 2006 (a) 1,489,118
Washington Mutual 5.625%, January 15, 2007 (a) 1,103,702
WAMMS 03-MS9 7.5%, December 2033 (a) 195,355
CIT Group Inc 3.875%, November 3, 2008 (a) 356,199
GMAC Global 7.5%, July 15, 2005 (a) 1,109,289
PCCMT 00-1 A 6.7%, October 2009 (a) 1,286,064
* Fidelity Management Trust Company, Short-Term Investment Fund (a) 17,735,408
Wrapper Contracts, 4.47% (a) (7,768,528)
---------------
Total 643,657,177
---------------
DELTA AIRLINES BALANCED FUND:
Delta U.S. Equity Pool:
* Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 4,817 (a) $ 103,911
* Fidelity Management & Research Company, FMTC Select Equity Portfolio 24,563 (a) $ 841,273
* RS Investment, RS Small Company Growth 4,968 (a) $ 102,233
* FMTC Broad Market Duration 39,727 (a) $ 953,052
---------------
Total $ 2,000,469
---------------
DELTA CONSERVATIVE BALANCED FUND:
Delta U.S. Equity Pool:
* Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 63,548 (a) $ 1,370,726
* Fidelity Management & Research Company, FMTC Select Equity Portfolio 324,017 (a) $ 11,097,571
* RS Investment, RS Small Company Growth 65,529 (a) $ 1,348,592
* FMTC Broad Market Duration 1,495,898 (a) $ 35,886,593
---------------
Total $ 49,703,482
---------------
DELTA GROWTH BALANCED FUND:
Delta U.S. Equity Pool:
PRINCIPAL AMOUNT
OR NUMBER
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES COST CURRENT VALUE
* Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 354,596 (a) $ 7,648,635
* Fidelity Management & Research Company, FMTC Select Equity Portfolio 1,808,009 (a) $ 61,924,294
* RS Investment, RS Small Company Growth 365,652 (a) $ 7,525,123
* FMTC Broad Market Duration 950,466 (a) $ 22,801,691
---------------
Total $ 99,899,743
---------------
DELTA ESOP STOCK FUND:
* Delta Air Lines, Inc. Common Stock 10,064,408 267,501,471 $ 118,860,662
* Delta Air Lines, Inc. Convertible Preferred Series B 5,839,708 435,620,898 433,364,731
* Fidelity Institutional Cash Portfolio--Money Market 87,941 87,941 87,941
---------------
Total $ 552,313,334
---------------
MUTUAL AND COMMINGLED FUNDS:
* Fidelity Management & Research Company, Fidelity Fund 236,749 (a) $ 6,647,921
* Fidelity Management & Research Company, Fidelity Puritan Fund 330,518 (a) $ 6,104,664
* Fidelity Management & Research Company, Fidelity Trend Fund 4,413 (a) $ 216,130
* Fidelity Management & Research Company, Fidelity Ginnie Mae Fund 849,843 (a) $ 9,416,261
* Fidelity Management & Research Company, Fidelity Magellan Fund 1,605,146 (a) $ 156,886,987
* Fidelity Management & Research Company, Fidelity Contra fund 5,506,404 (a) $ 271,741,031
* Fidelity Management & Research Company, Fidelity Equity-Income Fund 1,113,984 (a) $ 55,420,699
* Fidelity Management & Research Company, Fidelity Growth Company Fund 478,727 (a) $ 23,969,869
* Fidelity Management & Research Company, Fidelity Investment-Grade
Bond Fund 561,087 (a) $ 4,236,209
* Fidelity Management & Research Company, Fidelity Growth & Income Portfolio 3,038,076 (a) $ 108,246,634
* Fidelity Management & Research Company, Fidelity Intermediate Bond Fund 323,951 (a) $ 3,453,321
* Fidelity Management & Research Company, Fidelity Capital & Income Fund 971,965 (a) $ 7,834,035
* Fidelity Management & Research Company, Fidelity Value Fund 488,167 (a) $ 30,300,528
* Fidelity Management & Research Company, Fidelity Government Income Fund 560,875 (a) $ 5,732,140
* Fidelity Management & Research Company, Fidelity Independence Fund 206,894 (a) $ 3,322,717
* Fidelity Management & Research Company, Fidelity OTC Portfolio 1,297,208 (a) $ 42,120,329
* Fidelity Management & Research Company, Fidelity Overseas Fund 52,897 (a) $ 1,662,558
* Fidelity Management & Research Company, Fidelity Europe Fund 150,155 (a) $ 3,997,139
* Fidelity Management & Research Company, Fidelity Pacific Basin Fund 269,782 (a) $ 4,729,275
Fidelity Management & Research Company, Fidelity Real Estate Investment 1,661,599 (a) $ 39,396,504
* Fund
* Fidelity Management & Research Company, Fidelity Balanced Fund 750,097 (a) $ 12,564,133
* Fidelity Management & Research Company, Fidelity International Growth & 71,487 (a) $ 1,709,980
Income Fund
* Fidelity Management & Research Company, Fidelity Capital Appreciation Fund 500,302 (a) $ 12,262,401
* Fidelity Management & Research Company, Fidelity Convertible Securities 318,061 (a) $ 6,415,295
Fund
* Fidelity Management & Research Company, Fidelity Canada Fund 94,237 (a) $ 2,581,157
* Fidelity Management & Research Company, Fidelity Utilities Fund 284,408 (a) $ 3,264,998
* Fidelity Management & Research Company, Fidelity Blue Chip Growth Fund 509,322 (a) $ 20,184,444
PRINCIPAL AMOUNT
OR NUMBER
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES COST CURRENT VALUE
* Fidelity Management & Research Company, Fidelity Asset Manager 190,065 (a) $ 2,995,431
* Fidelity Management & Research Company, Fidelity Disciplined Equity Fund 43,234 (a) $ 983,141
* Fidelity Management & Research Company, Fidelity Low-Priced Stock Fund 2,512,922 (a) $ 87,902,007
* Fidelity Management & Research Company, Spartan Market Index Fund 544,884 (a) $ 41,738,098
* Fidelity Management & Research Company, Fidelity Worldwide Fund 94,396 (a) $ 1,545,270
* Fidelity Management & Research Company, Fidelity Equity-Income II Fund 300,800 (a) $ 6,852,231
* Fidelity Management & Research Company, Fidelity Stock Selector Fund 21,743 (a) $ 456,393
* Fidelity Management & Research Company, Fidelity Asset Manager: Growth 140,245 (a) $ 2,002,700
* Fidelity Management & Research Company, Fidelity Emerging Markets Fund 253,994 (a) $ 2,694,881
* Fidelity Management & Research Company, Fidelity Aggressive Growth Fund 2,024,990 (a) $ 30,233,104
* Fidelity Management & Research Company, Fidelity Diversified International 916,018 (a) $ 22,094,349
Fund
* Fidelity Management & Research Company, Fidelity Asset Manager: Income 90,890 (a) $ 1,104,312
* Fidelity Management & Research Company, Fidelity Dividend Growth Fund 1,248,876 (a) $ 34,094,302
* Fidelity Management & Research Company, Fidelity New Markets Income Fund 976,228 (a) $ 13,569,567
* Fidelity Management & Research Company, Fidelity Export & Multinational 329,181 (a) $ 5,977,921
Fund
* Fidelity Management & Research Company, Fidelity Focused Stock Fund 63,861 (a) $ 560,060
* Fidelity Management & Research Company, Fidelity Global Balanced Fund 33,386 (a) $ 629,991
* Fidelity Management & Research Company, Fidelity International Value Fund 103,834 (a) $ 1,579,302
* Fidelity Management & Research Company, Fidelity Small-Cap Selector Fund 122,729 (a) $ 2,201,761
* Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 1,206,142 (a) $ 26,016,492
* Fidelity Management & Research Company, Fidelity Large-Cap Stock Fund 195,867 (a) $ 2,718,628
* Fidelity Management & Research Company, Fidelity Discovery Fund 85,411 (a) $ 883,145
* Fidelity Management & Research Company, Fidelity Small-Cap Stock Fund 672,867 (a) $ 11,506,022
Fidelity Management & Research Company, Fidelity Europe Capital 10,044 (a) $ 2,039,114
* Appreciation Fund
* Fidelity Management & Research Company, Fidelity Nordic Fund 137,698 (a) $ 2,890,286
* Fidelity Management & Research Company, Fidelity Latin America Fund 165,997 (a) $ 2,526,478
* Fidelity Management & Research Company, Fidelity Japan Fund 373,824 (a) $ 4,313,932
* Fidelity Management & Research Company, Fidelity Southeast Asia Fund 253,184 (a) $ 3,691,418
* Fidelity Management & Research Company, Fidelity China Region Fund 341,250 (a) $ 5,299,607
* Fidelity Management & Research Company, Fidelity Four in One Index Fund 80,121 (a) $ 1,826,759
* Fidelity Management & Research Company, Fidelity Japan Small Companies Fund 1,935,245 (a) $ 20,010,428
PRINCIPAL AMOUNT
OR NUMBER
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES COST CURRENT VALUE
* Fidelity Management & Research Company, Fidelity Growth & Income
Portfolio II 155,142 (a) $ 1,438,167
* Fidelity Management & Research Company, Fidelity Strategic Income Fund 386,288 (a) $ 4,056,023
* Strategic Advisors, Fidelity Freedom Income Fund 56,607 (a) $ 627,767
* Self-directed investments, publicly traded (a) $ 33,240,329
* Strategic Advisors, Fidelity Freedom 2000 Fund 89,662 (a) $ 1,056,219
* Strategic Advisors, Fidelity Freedom 2010 Fund 481,821 (a) $ 6,273,314
* Strategic Advisors, Fidelity Freedom 2020 Fund 600,729 (a) $ 7,821,491
* Strategic Advisors, Fidelity Freedom 2030 Fund 374,008 (a) $ 4,843,400
* Fidelity Management & Research Company, Fidelity Short-Term Bond Fund 338,735 (a) $ 3,062,167
* Fidelity Management & Research Company, Fidelity Fifty Fund 408,102 (a) $ 7,868,199
* Fidelity Management & Research Company, Fidelity Retirement Money Market 55,919,659 (a) $ 55,919,659
Portfolio
* Fidelity Management & Research Company, Fidelity Retirement Government 17,345,431 (a) $ 17,345,431
Money Market Portfolio
* Fidelity Management & Research Company, Spartan U.S. Equity Index Fund 491,558 (a) $ 19,372,316
* Fidelity Management & Research Company, Fidelity U.S. Bond Index Fund 896,857 (a) $ 10,035,833
* Fidelity Management & Research Company, Fidelity Institutional 148,931 (a) $ 1,453,571
Short-Intermediate Government Portfolio
* Fidelity Management & Research Company, Fidelity Freedom Fund 76,527 (a) $ 578,547
* Fidelity Management Trust Company, Fidelity U.S. Equity Index Commingled 7,578,044 (a) $ 255,910,556
Fund
INVESCO Funds Group, Inc., INVESCO Total Return Fund 72,125 (a) $ 1,726,667
Janus Capital Corporation, Janus Worldwide Fund 1,179,713 (a) $ 46,645,846
Neuberger & Berman Management, Inc., Neuberger & Berman Guardian Trust 52,398 (a) $ 591,054
Scudder International Fund S 4,093 (a) $ 157,174
Domini Social Equity Fund 7,114 (a) $ 194,273
INVESCO Funds Group, Inc., INVESCO Equity Income Fund 55,699 (a) $ 635,527
Scudder Global Discovery Fund 13,681 (a) $ 384,860
Janus Adviser Growth Fund 5,221 (a) $ 103,369
Janus Adv Aggr Growth Fund 26,194 (a) $ 545,357
Janus Adv Cap Appreciation Fund 49,672 (a) $ 1,058,519
Janus Adviser International Fund 11,562 (a) $ 280,608
Scudder Growth & Income Fund 12,391 (a) $ 249,550
Pacific Investment Management Company, PIMCO Total Return 4,743,676 (a) $ 50,804,770
Fund--Administrative Class
Tmpl Foreign Sm Co A Fund 821,873 (a) $ 14,859,462
MSI Equity Growth B Fund 151,035 (a) $ 2,348,591
Mutual Discovery A Fund 366,529 (a) $ 7,572,493
Baron Growth Fund 362,120 (a) $ 12,833,531
Baron Asset Fund 16,319 (a) $ 715,241
Calvert Asset Management Company, Inc., Calvert New Vision Small-Cap
Fund--Class A 48,803 (a) $ 928,716
Calvert Asset Management Company, Inc., Calvert Social Investment Balanced
Fund--Class A 4,381 (a) $ 113,424
Calvert Asset Management Company, Inc., Calvert Social Investment Equity
Fund--Class A 985 (a) $ 31,795
Calvert Asset Management Company, Inc., Calvert Capital Accumulation
Fund--Class A 22,799 (a) $ 501,816
Calvert Asset Management Company, Inc., Calvert World Values International
Equity Fund--Class A 28,497 (a) $ 464,493
American Century Mutual Funds, Inc., American Century Select Fund 306,730 (a) $ 10,904,245
Delaware Management Company, Delaware Trend Fund--Class A 1,526,945 (a) $ 30,035,005
PRINCIPAL AMOUNT
OR NUMBER
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES COST CURRENT VALUE
Merrill Lynch Asset Management, Merrill Lynch Capital Fund (Class A) 220,622 (a) $ 5,828,821
UAM/FMA Sm Company Fund 47,853 (a) $ 1,034,112
UAM/FMA Small Cap Fund 239,519 (a) $ 4,740,083
Templeton Investment Counsel, Institutional Foreign Equity Series 2,280,093 (a) $ 38,647,570
American Century Mutual Funds, Inc., Century Ultra Fund 3,120,005 (a) $ 83,148,137
Pilgrim Baxter & Associates, PBHG Emerging Growth Fund 465,622 (a) $ 6,118,273
Ariel Fund 490,881 (a) $ 22,148,532
Ariel Appreciation Fund 482,183 (a) $ 20,878,507
Ariel Premier Bond Fund 53,413 (a) $ 553,889
Alger Cap Appreciation Fund 97,074 (a) $ 1,099,846
Alger Mid Cap Growth Fund 455,262 (a) $ 6,956,398
Alger Small Cap RTM Fund 47,907 (a) $ 744,952
Founders Asset Management, Founders Balanced Fund 34,248 (a) $ 269,874
Founders Asset Management, Founders Growth and Income Fund 76,630 (a) $ 350,201
Founders Asset Management, Founders Growth Fund 99,108 (a) $ 974,232
Founders Asset Management, Founders Mid-Cap Growth Fund 2,027,297 (a) $ 7,257,725
Founders Asset Management, Founders Worldwide Growth Fund 38,250 (a) $ 436,435
Franklin Small Cap Growth Fund 25,820 (a) $ 780,284
Pilgrim Baxter & Associates, PBHG Growth Fund 241,067 (a) $ 4,293,401
INVESCO Funds Group, Inc., INVESCO Dynamics Fund 601,158 (a) $ 8,861,073
INVESCO Funds Group, Inc., INVESCO Small Company Growth Fund 508,127 (a) $ 5,650,373
Janus Capital Corporation, Janus Balanced Fund 856,390 (a) $ 17,076,413
Janus Capital Corporation, Janus Enterprise Fund 1,067,386 (a) $ 33,270,417
Janus Capital Corporation, Janus Flexible Income Fund 586,375 (a) $ 5,746,477
Janus Capital Corporation, Janus Fund 844,164 (a) $ 19,812,536
Janus Capital Corporation, Janus Mercury Fund 3,539,314 (a) $ 69,016,629
Janus Capital Corporation, Janus Twenty Fund 2,094,419 (a) $ 75,755,121
Templeton Global Advisors, Templeton Foreign Fund A 2,823,877 (a) $ 30,046,050
Founders Asset Management, Founders Discovery Fund 154,436 (a) $ 4,012,250
MSI International Magnum B Fund 3,707 (a) $ 37,740
Morgan Stanley Dean Witter Asset Management, Morgan Stanley Institutional
Fund Global Equity Portfolio (Class B) 108,833 (a) $ 1,708,681
Miller, Anderson & Sherrerd, MAS Balanced Portfolio--Advisor Share Class 10,082 (a) $ 108,985
Miller, Anderson & Sherrerd, MAS Funds Fixed-Income Portfolio--Advisor
Share Class 63,631 (a) $ 734,936
Miller, Anderson & Sherrerd, MAS Funds High-Yield Portfolio--Advisor Share 204,447 (a) $ 1,108,103
Class
Miller, Anderson & Sherrerd, MAS Funds Mid-Cap Growth Portfolio--Advisor 436,576 (a) $ 7,365,032
Share Class
Miller, Anderson & Sherrerd, MAS Funds Value Portfolio--Advisor Share Class 387,150 (a) $ 5,973,726
Morgan Stanley Dean Witter Asset Management, Morgan Stanley Institutional 915,143 (a) $ 9,554,097
Fund Emerging Growth Portfolio (Class B)
Morgan Stanley Dean Witter Asset Management, Morgan Stanley Institutional 19,796 (a) $ 192,418
Fund Active Country Allocation Portfolio (Class B)
Morgan Stanley Dean Witter Asset Management, Morgan Stanley Institutional 115,658 (a) $ 1,776,506
Fund Emerging Markets Portfolio (Class B)
Mutual Shares CL A Fund 773,743 (a) $ 16,163,496
Managers Special EQ Fund 186,611 (a) $ 14,647,077
Neuberger & Berman Management, Inc., Neuberger & Berman Focus Trust 384,557 (a) $ 10,167,674
Neuberger & Berman Management, Inc., Neuberger & Berman Genesis Trust 875,466 (a) $ 32,418,511
Neuberger & Berman Management, Inc., Neuberger & Berman Manhattan Trust 39,150 (a) $ 361,351
PRINCIPAL AMOUNT
OR NUMBER
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES COST CURRENT VALUE
Neuberger & Berman Management, Inc., Neuberger & Berman Partners Trust 83,322 (a) $ 1,359,821
NB Socially Resp TR Fund 13,247 (a) $ 181,224
Oakmark Select I 900,096 (a) $ 27,560,926
Oakmark Fund I 21,150 (a) $ 793,969
Pacific Investment Management Company, PIMCO Capital Appreciation 230,069 (a) $ 3,655,804
Fund--Administrative Class
Pacific Investment Management Company, PIMCO Mid-Cap Growth 256,473 (a) $ 5,155,098
Fund--Administrative Class
Pacific Investment Management Company, PIMCO Global Bond 454,561 (a) $ 4,681,977
Fund--Administrative Class
Pacific Investment Management Company, PIMCO High-Yield 1,817,386 (a) $ 17,755,865
Fund--Administrative Class
Pacific Investment Management Company, PIMCO Low Duration 878,184 (a) $ 8,992,604
Fund--Administrative Class
Pacific Investment Management Company, PIMCO LT US Govt Adm 475,207 (a) $ 5,141,738
Strong Capital Management, Strong Advantage Fund 129,932 (a) $ 1,208,366
Strong Capital Management, Strong Short-Term Bond Fund 74,094 (a) $ 654,994
Strong Capital Management, Strong Discovery Fund 59,618 (a) $ 1,176,260
Strong Capital Management, Strong Growth Fund 355,616 (a) $ 6,113,040
Strong Adv Com Stock Z Fund 47,051 (a) $ 1,042,181
Strong Capital Management, Strong Opportunity Fund 203,346 (a) $ 8,022,001
Strong Capital Management, Strong Large Cap Growth Fund 102,101 (a) $ 2,138,002
Strong Capital Management, Strong Government Securities Fund 657,335 (a) $ 7,151,805
Templeton Asset Management Hong Kong, Templeton Developing Markets Trust A 1,913,784 (a) $ 28,687,623
Templeton Global Advisors, Templeton Growth Fund A 403,879 (a) $ 8,348,189
Templeton Global Bond Managers, Templeton Global Bond Fund A 522,823 (a) $ 5,338,021
Templeton Global Advisors, Templeton World Fund A 254,605 (a) $ 4,295,178
USAA Investment Management, USAA Cornerstone Strategy Fund 21,219 (a) $ 540,458
USAA Investment Management, USAA GNMA Trust 253,883 (a) $ 2,526,139
USAA Investment Management, USAA Income Fund 496,884 (a) $ 6,171,303
USAA Investment Management, USAA Income Stock Fund 77,988 (a) $ 1,190,881
USAA Investment Management, USAA International Fund 61,657 (a) $ 1,220,801
USAA Investment Management, USAA Growth Fund 70,618 (a) $ 870,019
USAA Investment Management, USAA Emerging Markets Fund 147,034 (a) $ 1,480,634
Warburg Pincus Counselors, Warburg Pincus Capital Appreciation Fund 164,856 (a) $ 2,523,951
Warburg Pincus Counselors, Warburg Pincus Emerging Growth Fund 54,603 (a) $ 1,496,124
Warburg Pincus Counselors, Warburg Pincus Global Fixed Income Fund 93,473 (a) $ 944,074
RS Investment, RS Emerging Growth Fund 71,144 (a) $ 1,999,151
Artisan International 21,686 (a) $ 410,084
Morgan Stanley Institutional Fund, Inc., International Equity Portfolio,
Class B shares 93,614 (a) $ 1,773,987
TCW Funds Management, TCW Galileo Small Cap Growth Fund, Class N shares 65,783 (a) $ 965,034
TCW Funds Management, TCW Galileo Small Cap Aggressive Growth Fund, Class
N shares 108,467 (a) $ 1,301,605
Zurich Scudder Investments, Scudder 21st Century Growth Fund 5,139 (a) $ 66,863
Morgan Stanley Institutional Fund, Inc., Value Equity Portfolio, Class B
shares 123,616 (a) $ 1,150,869
Managers Funds, Managers Bond Fund 226,005 (a) $ 5,555,194
Managers Funds, Managers Capital Appreciation Fund 35,308 (a) $ 898,944
Managers Funds, Managers Income Equity Fund 864,665 (a) $ 22,688,820
RS Investment, RS MicroCap Growth Fund 247,412 (a) $ 5,091,732
TCW Funds Management, TCW Galileo Select Equity Fund, Class N shares 1,197,501 (a) $ 20,441,349
PRINCIPAL AMOUNT
OR NUMBER
IDENTITY OF ISSUER AND DESCRIPTION OF INVESTMENT OF SHARES COST CURRENT VALUE
65,356 (a) $ 1,279,676
LM Value Trust FI CL 84,121 (a) $ 5,243,283
Artisan Mid Cap 20,416 (a) $ 526,314
Oakmark Equity & Income I 367,702 (a) $ 8,096,789
Pilgrim Baxter & Associates, PBHG Large Cap Value Fund 95,682 (a) $ 1,144,353
Pilgrim Baxter & Associates, PBHG Mid Cap Value Fund 85,939 (a) $ 1,476,439
Pilgrim Baxter & Associates, PBHG Strategic Small Company Fund 48,907 (a) $ 658,779
Strong Capital Management, Strong Advisor Small Cap Value Fund, Class Z
shares 169,375 (a) $ 4,662,907
VK Growth & Income 34,238 (a) $ 617,662
Scudder High Return 11,439 (a) $ 436,742
AIM Midcap Core Equity 2,982 (a) $ 80,285
CS Intl Focus COM 21,579 (a) $ 228,524
Pimco NFJ Small Cap Value 8,697 (a) $ 218,031
Lord Abbett Mid-Cap Value 30,588 (a) $ 566,482
* Delta Employees' Credit Union Fund 8,723,191 (a) $ 8,723,191
---------------
Total mutual and commingled funds $ 2,645,492,967
---------------
PARTICIPANT LOANS:
* Participant loans, interest rate 9% to 11% $ 61,517,292
---------------
Total investments $ 4,545,627,071
===============
(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/ James B. Taylor
--------------------------------------
By: James B. Taylor
Chief Investment Officer
Delta Air Lines Benefits Trusts
Delta Air Lines, Inc.
Date: June 28, 2004
EXHIBIT INDEX
Exhibit 23 Consent of Deloitte & Touche LLP