DELTA AIR LINES, INC. BOARD OF DIRECTORS CARLETON PUTNAM - Chairman RICHARD W. COURTS R. w. FREEMAN EDWARD H. GERRY JOHN R. LONGMIRE C. H. McHENRY WINSHIP NUNNALLY TRAVIS OLIVER LAIGH C. PARKER RICHARD J. REYNOLDS D. Y. SMITH s. A. STEWART C. E. WOOLMAN OFFICERS - - - - - - - - - - - - LAIGH C. PARKER C. E. w OOLMAN President and General Manager s. A. STEWART Executive Vice President JUNIUS H. COOPER Vice President - Traffic and Sales Vice President - Finance CHARLES H. DOLSON Vice President - Operations R. s. MAURER Vice President - Legal w. T. ARTHUR Assistant Vice President - Operations TRAVIS OLIVER Treasurer TODD G. COLE Vice President - Comptroller and Assistant Secretary JAMES H. COBB Vice President - Public Relations and Advertising T. M. MILLER Assistant Vice President - Traffic and Sales C. H. McHENRY Secretary CATHERINE FITZGERALD Assistant Treasurer Transfer Agent for Common Stock The Citizens & Southern National Bank Atlanta, Georgia Trustee for Debentures Registrar for Common Stock Trust Company of Georgia Atlanta, Georgia The First National Bank of Atlanta Atlanta, Georgia /953 TO THE STOCKHOLDERS ,The fiscal year ended June 30, 1953, was the greatest in the history of Delta Air Lines, Inc., high-lighted by a record-breaking volume of business and by the smooth completion of its merger with Chicago & Southern Air Lines to form the fifth largest domestic airline in the United St~tes. Net profit after taxes totaled $4,158,678 or $6.93 a share on the 600,000 shares of common stock outstanding. This included $1,402,117 of net operating income after provision for taxes, and special items totaling $2,756,561 resulting from the disposition of flight equipment. During the fiscal year four dividends of 25 cents a share each were paid and in the first quarter of the new fiscal year a dividend of 30 cents a share was declared on July 1-4, 1953, payable September 7, 1953. The merger was completed on May 1, 1953, pursuant to the terms of the merger agreement approved by the stockholders of both companies at special meetings held on April 22, 1953. The figures and charts in this report reflect only the combined operation after May 1, 1953, and exclude the operating results of C&S for all periods prior to the merger. Delta Air Lines, Inc., as the surviving corporation, issued to the C&S stock- holders 5% convertible subordinated debentures maturing May 1, 1973, in the total amount of $10,695,846, being $21 of debentures for each share of C&S stock. These debentures are convertible into Delta common stock at the rate of $35 a share. Thirty per cent of the debentures are callable during the first two years and the remainder are callable at any time thereafter, subject to a slight premium during the first four years. The face value of the debentures exceeded the net book value of the C&S tangible assets by $2,753,381. This difference was recorded on the Delta balance sheet as an intangible asset, "Property Acquisition Adjustment," which is being amortized over a five-year period from May 1, 1953, by monthly charges to income. The fair market value of the C&S Constellations DELTA-C&S AIR LINES and DC-3's far exceeded the net depreciated value at which these aircraft were transferred to Delta in the merger. When they are sold any amounts received in excess of the depreciated value will be applied to reduce the Property Acquisition Adjustment account. One of the important benefits of the merger, the elimination of mail pay sub- sidy on domestic operations, has already been accomplished. Other benefits are necessarily being achieved more slowly over a longer term. These include im- proved service to the public, as well as increased revenues to the Company, by providing new through-plane schedules between major terminals on the inte- grated routes. One of the first of these, a daily Convair aircoach between Detroit and Dallas, was inaugurated on September 27, 1953. Progress is also being made toward other merger objectives. Revenues The operating revenues of your Company were $32,337,802 for the fiscal year ended June _ 30, 1953, against $27,018,121 for the previous fiscal year, a gain of 19.7%. Passenger revenues increased 20.6%, express revenues increased 27 ,6%, and freight revenues increased 26.1 %; while mail pay increased only 9.3% and in fiscal 1953 represented 3.5% of total operating revenues compared with 3.8% in fiscal 1952. The entire Delta-C&S domestic system has been operating on a straight compensatory mail rate of 53 cents a ton mile, entirely free of any sub- sidy, since the merger on May 1, 1953 . . Capitalization During the fiscal year ended June 30, 1953, the capital stock and capital surplus of Delta Air Lines, Inc., were increased $300,000 and $1,955,107, respectively, by the sale of 100,000 shares of common stock for cash irt August 1952; and the earned surplus was increased $3,583,678 by retained earnings. At the end of the fiscal year, total capital and surplus amounted to $15,647,278, equivalent to $26.08 for each of the 600,000 shares of common stock outstanding. Long term debt represented $10,758,846 of 5% convertible subordinated debentures and $2,- 250,000 borrowed from banks under the credit agreement described hereafter. Flight Equipment During the year your Company made important progress in retirement of older equipment on favorable terms and moved toward standardization of new flight equipment with increased speed, capacity, and profit potentials. --------$35,000,000 SOURCES OF THE 1953 REVENUE DOLLAR EXPRESS & FREIGHT 4.93% U. S. MAIL 3.50% '44 SOURCE OF OPERATING REVENUES FOR YEARS ENDED JUNE 30 PASSENGERS 89.51% '45 '46 '47 '48 '49 30,000,000 20,000,000 10,000,000 '50 '51 '52 '53 E PASSENGER MILES FOR YEARS ENDED JUNE 30 '44 '45 '46 '47 '48 '49 '50 '51 '52 '53 At the end of the fiscal year the Company's flight equipment consisted of seven DC-6's, six Constellations, seven Convair 340's, and thirty DC-3's, including three all cargo versions. On order were ten DC-Ts and thirteen additional Convairs. Seven of these Convairs have already been received since July I, 1953, and the remaining six are scheduled for delivery over the next few months. The first DC-7 will be delivered to us in February 1954 and by the spring of 1955 the full fleet of ten should be in operation over our routes. During the year we sold the last six of the Company's DC-4 aircraft together with most of the related maintenance spares; also, we sold one DC-3 and lost another in an accident. The sale and retirement of this flight equipment resulted in a net capital gain of $2,756,561 after applicable income taxes, shown as a special item on the-,income statement. To take advantage of the favorable seller's market, Delta's six DC-4's were sold before receipt of Convair replacements and it was necessary to execute an agreement with the purchaser providing for the lease of five DC-4's or their equivalent for varying periods of time to June 30, 1953. This lease agreement gives rise to the charge of $1,067,800 appearing on the income statement as "Rental Payments for Leased Flight Equipment." In July 1953 we contracted to sell the twelve C&S 21-passenger DC-3's for a total price of $500,000 including nine spare engines. Eight of these aircraft have already been delivered to the purchaser and the remaining four will be delivered before the end of 1953. For the present, your Company is retaining fifteen Delta 25-passenger DC-3's, with built-in loading ramps, for use over the entire system until complete retirement of the DC-3's. The Company's new Convair aircraft have been put into service as received and have already gained wide popularity with the traveling public. These 44- passenger, 270-mile-an-hour twin-engine planes are rapidly replacing the slower, older types of equipment on schedules over the entire Delta-C&S domestic system. The new Douglas DC-Ts on order represent the most modern and improved design of transport aircraft offered by American manufacturers. With cruising speeds in excess of 360 miles an hour and seating capacity for 69 passengers, these outstanding airplanes will give Delta-C&S the leading competitive position for longhaul traffic in the territory served by your Company, as manufacturers' esti- mates indicate the DC-7 will exceed the speed of the closest competitive aircraft by approximately 30 miles per hour. 600 500 V) 400 z 0 :::; ....I ~ 300 z 200 100 3 4 Financing Your Company has a credit agreement with a group of 25 banks under which $20,000,000 may be borrowed at any time prior to August I, 1954, on unsecured notes at 3% interest, to finance the purchase of new aircraft. At the end of the fiscal year $2,400,000 had been borrowed under this credit agreement and since that time an additional $6,600,000 has been borrowed, leaving a balance of $11,000,000 still available. In addition, your Company has approximately $4,000,000 of cash and securities in excess of minimum working balances that can be applied to the new equipment programs. Commitments presently out- standing under these programs aggregate approximately $20,000,000 (after de- ducting advance payments already made). It is expected that some of the funds required will be provided by depreciation charges and by the sale of flight equip- ment being replaced, and the amount of cash derived from these sources will determine how much of the $20,000,000 credit will be used. The bank loan is payable in quarterly installments over a four-year period starting 15 months after the borrowing date. If the full $20,000,000 of the avail- able credit is borrowed, the maximum repayment in any year would be $5,000,000, which is the approximate amount of the annual depreciation charges on the new aircraft. The credit agreement imposes no restrictions on dividends except that earned surplus may not be reduced below $3,700,000 and working capital of at least $1,500,000 must be maintained. At June 30, 1953, earned surplus stood at . $8,174,842 and working capital as defined in the loan agreement exceeded $4,800,000, both well above the prescribed minimums. Mail Rates Delta has been operating on a subsidy-free compensatory mail rate of 53 cents a ton mile since October 1, 1951, while C&S prior to the merger was receiving subsidy under final mail rates on both domestic and international routes. When the merger went into effect on May l, 1953, these mail rates were opened for review and redetermination. By a show-cause order dated May 1, 1953, the CAB proposed to extend Delta's compensatory mail rate of 53 cents a ton mile to the entire Delta-C&S domestic system. By a similar order dated September 21, 1953, the CAB proposed to estab- lish a new rate for the Company's international routes which, like the previous C&S rate, provides an element of subsidy through a sliding scale formula based on passenger load factors. Both proposed rates have been accepted by the Com- pany and, subject to the usual procedural steps, it is expected that they will be made final, although the eventual Court decision in the Post Office case described below may have a direct effect on the amm.int of the international subsidy. The CAB estimates that the new mail rates will produce domestic mail pay of $1,598,000 a year and international mail pay of $792,000 a year. These esti- mates compare with domestic mail pay of $1,833,221 and international mail pay of $900,211 for Delta and C&S combined for the twelve months ended June 30, 1953, based on the final rates that were in effect to April 30, 1953, and the proposed rates effective May 1, 1953, which have not yet been finalized. The Company has been accruing both domestic and international mail revenues at compensatory rates since May I, 1953. The proposed rates would therefore not affect the domestic mail revenues as reported, but would provide additional in- ternational mail revenues of approximately $100,000 for May and June 1953. MILLIONS 100 90 80 70 60 50 40 30 20 10 '44 '45 '46 '47 '48 '49 '50 PLANE MILES (Millions} '51 '52 TON MILES and .. '53 PLANE MILES FOR YEARS ENDED JUNE 30 I On March 18, 1952, the Post Office Department filed a petition requesting the United States Court of Appeals for the District of Columbia Circuit to review the C&S final international mail rate order issued by the CAB on October 18, 1951. The Post Office Department contended that the CAB erred in refusing to offset the profits above 7.4% earned under the Company's final domestic mail rates during the years 1948-1950 against the mail pay need of the Company's international operations, and accordingly that the Company's mail pay for that period should be reduced by $654,000. On May 4, 1953, the Circuit Court, by a divided decision with a strong dissenting opinion, decided in favor of the Post Office Department and ordered the CAB to revise the Company's mail rate ac- cordingly. Both the CAB and Delta have petitioned the United States Supreme Court to review this decision, and it is the opinion of the Company's counsel that if such review is granted the Supreme Court will reverse the decision of the lower Court and uphold the original decision of the CAB, both as a matter of law and equity. Taxes Your Company's Federal income taxes for the twelve months ended .June 30, 1953, amounted to $1,754,000, substantially exceeding the total mail pay of $1,131,578 received for this period. In addition, transportation taxes of $3,750,000 were collected by Delta for the Government from passengers and shippers. Advertising and Sales Promotion In anticipation of the merger, C&S last year appointed the same advertising agency as Delta. This permitted advance planning and correlation of the adver- tising programs of the two Companies and greatly facilitated the quick, smooth change-over to the new operating name on May 1, 1953. The consolidated Com- pany immediately embarked upon a national advertising program, made possible by the enlarged territory which embraces a high percentage of the total circula- tion of magazines with nation-wide coverage . . In order to help round out its business during the year, your Company, con- tmued to promote summer package tours, utilizing aircoach rates and summer excursion fares to Florida and the Caribbean islands in combination with off- se~soi:i hotel prices. An_ ~nergeti~ sales program, with bold advertising in all prmc1pal media, was ut1hzed to mtroduce new Convair equipment and to sup- port all new and old operations of the Company. 5 Interchanges During the year Delta continued to operate interchange flights providing through- plane services from Florida and the Southeast to California under interchange agreements with American Airlines and National Airlines, also through-plane service from the Southeast to Detroit under an interchange agreement with Trans World Airlines. On April 1, 1953, C&S and TWA inaugurated interchange flights from Houston to Pittsburgh and New York over two routings - one via St. Louis and the other via Shreveport, Memphis, and Indianapolis. All of these through- plane services are in daily operation and they carry a substantial volume of long- haul traffic over the Delta-C&S routes. Route Extension and Integration Delta-C&S has on file with the Civil Aeronautics Board several route extension applications intended to strengthen and expand significantly the air service pres- ently provided by your Company, as well as to fully integrate the route structure of the merged operation. Of principal importance among these pending applica- tions are the proposals designed to connect your Company's extensive route cov- erage of the South with the nation's No. I traffic-generating area, New York City. The consolidation of the two systems by the merger should strengthen Delta's claim for a new route to Washington and New York, since additional cities are now included in the group of those needing new or competitive Washington and New York service. Other applications on file with the Civil Aeronautics Board and also awaiting hearings, include: 1. Full integration of the international and domestic route systems through extension of Route No. 114 north from Havana to Miami. 2. The extension of service beyond Chicago to Minneapolis/St. Paul via Milwaukee and Rochester. 3. The bridging of the gap between Atlanta/Birmingham and Memphis. 4. The authority to carry domestic traffic between Houston and New Orleans, a route segment now restricted to inter- . national traffic. Procedural delays have prevented further progress in the processing of the proposed Northeast Airlines merger before the CAB. Approval of the merger NET BOOK VALUE PER SHARE OF COMMON STOCK DOLLARS PER SHARE 28 26 24 22 20 18 16 14 12 10 4 2 0 '44 '45 '46 As of June 30 '47 '48 '49 '50 '51 '52 '53 20 years and over 6 PERSONNEL BY LENGTH OF SERVICE As of June 30, 1953 15-20 years 85 390 1,472 Total 1,571 757 4,281 agreement is conditioned upon extension of the present Delta-C&S system into the New York area. There is no present indication as to when the final CAB decision may be expected. Personnel The merger has focused attention on the value of the personnel of the consoli- dated Company. The harmonious and fair integration of the two employee groups has attracted wide attention inside and outside the air transport industry. High morale has been maintained and a spirit of fine cooperation has been evi- dent during the process of integrating seniority lists, equalizing pay scales, re- assigning duties and in other steps taken during the process of welding . the two organizations into one. In keeping with the Company's policy of maintaining wage rates in line with the industry, a general wage and salary increase was granted in August 1953. The separate retirement income plans of Delta and C&S were consolidated on July 1, 1953, into a new plan which insofar as feasible retains the best features of both old plans. Other Company benefit programs which have been correlated and continued include a liberal group insurance plan, vacations with pay, sick leave, free and reduced rate transportation, and paid holidays. At June 30, 1953, total personnel numbered 4,281, shown by length of service in the chart above. future Outlook Continuing deliveries of new equipment during the new fiscal year will place your Company in a position to inaugurate new services over the combined routes of the consolidated Company and to share in the anticipated increase in air travel. With our modern fleet, experienced personnel, and sound finances, we look forward with optimism to maintaining our position among the leaders of the industry in the years ahead. President and General Manager October 5, 1953 7 - - - - - - ASSETS- - - - - + + 8 CURRENT ASSETS: Cash . . . . . . . . . . . . . Marketable securities, at cost (quoted market value at June 30, 1953 -$2,490,161) - U. S. Government securities . . . Federal Land Bank and Home Loan Bonds Accounts receivable - Traffic (net) . . . . . . . . . . . . . U. S. Post Office Department, for carrying mail (Notes 4 and 5) . . . . . . . . . . Refundable 1952 Federal excess profits tax . Other . . . . . . . . . . . . . . . Maintenance and operating supplies, at average cost or less . . . . . . . Other current assets . . . . Total current assets . . . . . . OTHER ASSETS: Advance payments on new flight equipment (Note 7) . . . . . . . . . . . . . . Net assets of dusting division . . . . . . . Miscellaneous, including in 1953 nonoperating property of $233,556, less reserve of $187,257 . OPERATING PROPERTY AND EQUIPMENT (Including $4,782,471 and $4,686,416 fully de- preciated in 1953 and 1952 respectively): Cost- 1953 1952 Reserves for depreciation - 1953 1952 Flight Equipment In Service (Note 3) $22,290,074 ll,281,161 10,324, 77 5 6,729,546 Other Property and Equipment $5,469,753 3,454,061 2,502,646 1,298,250 PROPERTY ACQUISITION ADJUSTMENT, less amortization of $91,778 (Note 2) . . DEFERRED CHARGES: Unamortized Convair preinaugural expense . . Advances for leased facilities, beihg amortized Other deferred charges . . . . . . . . 195 3 (Note 1) $ 7,038,496 1,768,902 730,000 2,713,014 409,687 370,000 547,614 2,342,012 443,076 $16,362,801 $ 3,381,798 141,051 ll9,814 $ 3,642,663 $27,759,827 12,827,421 $14,932,406 $ 2,661,603 $ 124,442 107,962 134,592 $ 366,996 $37,966,469 DELTA AIR LINES, INC. ATLANTA, GEORGIA BALANCE SHEETS JUNE 30, 1953 and 1952 +- - - - LIABILITIES- - - - - - - 1952 $ 2,174,840 2,394,162 200,000 1,320,240 151,955 329,385 2,307,335 149,573 $ 9,027,490 $ $ 763,909 124,631 20,914 909,454 $14,735,222 8,027,796 $ 6,707,426 $ $ 119,908 72,627 $ 192,535 $16,836,905 1953 1952 CURRENT LIABILITIES: Current maturities of long-term debt . Accounts payable and accrued liabilities . Accrued Federal and state taxes on income Advance sales of tickets for transportation Air travel plan deposits . . . . . Total current liabilities . LONG-TERM DEBT: 5% Convertible Debentures (Subordinated) due May l, 1973 (convertible into common stock at $35.00 per share) . . . . . . . . Notes payable to banks (less current maturities above) - (Note 9) . . . . . . . . . . . (Note 1) $ 450,000 4,368,424 2,856,998 990,469 526,150 $, 9,192,041 $10,758,846 2,250,000 $13,008,846 RESERVE FOR AIRCRAFT OVERHAUL . . . $ 118,304 CAPITAL STOCK AND SURPLUS: Common stock, par value $3.00 per share, Authorized 1,500,000 shares, of which 3 I 2,646 shares are reserved for conversion of Deben- tures Issued and outstanding 600,000 shares at June 30, 1953 and 500,000 shares at June 30, 1952 (Note 6) . . . . $ 1,800,000 Capital surplus (principally net premium on sale of common stock) . . . . . . . . . . . 5,672,436 Earned surplus (of which $3,700,000 is not avail- able for cash dividends under terms of credit agreement and indenture) . . . . . . . . 8,174,842 $15,647,278 PURCHASE COMMITMENTS (NOTE 7) $37,966,469 $ 700,000 1,896,713 3,342,448 469,091 210,375 $ 6,618,627 $ 300,000 $ 300,000 $ 109,785 $ 1,500,000 3,717,329 4,591,164 $ 9,808,493 $16,836,905 The accompanying notes are an integral part of these statements. STATEMENTS OF INCOME For the Years Ended June 30, 1953 and 1952 10 OPERATING REVENUES: Passenger . . . . U. S. Mail (Note 5) Freight . . . . . Express . . . . . Excess baggage Other operating revenue - net . Total operating revenues OPERATING EXPENSES: Flying operations . . . . . . . . Direct maintenance - flight equipment Depreciation - flight equipment . Total direct aircraft operating expenses . . . . . Ground operations . . . . . . Ground and indirect maintenance Passenger service . . . . Traffic and sales . . . . . . . Advertising and publicity General and administrative . . . Depreciation - ground equipment . Total operating expenses Net income from operations be- fore income taxes and rental payments for leased flight equipment . . . . . . . RENTAL PAYMENTS FOR LEASED FLIGHT EQUIPMENT (NOTE 8) . . . . . . . OTHER EXPENSE (INCOME): Interest expense . . . . . . Amortization of property acquisition adjust- ment (Note 2) . . . . . . . . Net loss (profit) of dusting division . Other income - net . . . . . . . Total other expense (income) Net income before income taxes PROVISION FOR TAXES ON INCOME: Federal and state taxes on income (no excess profits tax in 1953) . . . . . . . . . Refundable 1952 Federal excess profits tax Net income . . . . . . . SPECIAL ITEM (NOTE 8) - Profit on disposi- tion of flight equipment (less $1,066,000 ap- plicable income taxes) . . . . . . . . . Net income and special item . 195 3 (Note 1) $28,946,479 1,131,578 1,044,338 550,305 380,298 284,804 $32,337,802 $ 8,558,952 3,903,396 2,003,577 $14,465,925 3,949,720 2,258,382 2,024,778 3,085,461 1,021,002 1,840,253 256,207 $28,901,728 $ 3,436,074 $ 1,067,800 $ 224,300 91,778 31,337 69,258) $ 278,157 $ 2,090,117 $ 1,058,000 ( 370,000) $ 688,000 $ 1,402,117 2,756,561 $ 4,158,678 1952 $23,995,938 1,035,599 827,927 431,240 307,305 420,112 $27,018,121 $ 6,845,962 3,028,043 1,255,876 $11,129,881 3,057,451 1,702,309 1,579,050 2,540,527 938,574 1,463,597 229,680 $22,641,069 $ 4,377,052 $ $ 34,565 2,217) 44,746) ($ 12,398) $ 4,389,450 $ 2,739,000 $ 2,739,000 $ 1,650,450 The accompanying notes are an integral part of these statements. Earned Capital STATEMENTS Surplus Surplus $4,591,164 $3,717,329 OF SURPLUS Balance, June 30, 1952 For the Year Ended Add: June 30, 1953 Net income . 1,402,117 Special item (Note 8) - Profit on disposition of flight equipment (less $1,066,000 applicable in- come taxes) . 2,756,561 Net proceeds from sale of 100,000 shares of com- mtm stock over its par value of $3.00 per share 1,955,107 $8,749,842 $5,672,436 Deduct: Cash dividends on common stock 575,000 Balance, .June 30, 1953 ($3,700,000 of earned sur- plus restricted as indicated on balance sheet) $8,174,842 $5,672,436 The accompanying notes are an integral part of these statements. ARTHUR ANDERSEN & Co. AccOUNTANTII AND AUDITORS To the Board of Directors, Delta Air Lines, Inc.: THE WILLIAM 0LJVJ!:ft BUILDING ATLANTA 3 We have examined the balance sheet of Delta Air Lines, Inc. (a Louisiana corporation) as of June 30, 1953, and the related statements of income and surplus for the year then ended. Our examina- tion was ma.de in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. In our opinion, the accompanying balance sheet and statements of income and surplus present fairly the financial position of Delta Air Lines, Inc. as of June 30, 1953, and the results of its operations for the year then ended, and were prepared in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding year. Atlanta, Georgia, September 12, 1953. AUDITOR'S CERTIFICATE II 12 NOTES TO FINANCIAL STATEMENTS 1. Merger with Chicago and Southern Air Lines, Inc.: On May 1,. 1953, Chicago and Southern Air Lines, Inc. (C&S) ~as merged with and into Delta Air Lines, Inc. Consequently, the accompanymg balance sheet at June 30, 1953, reflects the results of such merger an_d the statement of income for the year ended June 30, 1953, reflects the operat10ns of the merged system only since May 1, 1953. 2. Property Acquisition Adjustment: . The gross amount in this account (representing the excess of (1) the prm- cipal amount of convertible debentures issued for the common stock of C&~ as a step in the merger referred to above, over (2) the net book value of the tangible assets of C&S as of April 30, 1953) is approximately equivalent to the excess of the fair market value of the flight equipment acquired from C&S in the merger over the net book value thereof at the merger date. This excess has been related to the following classes of property: Flight equipment - Constellation aircraft and engines DC-3 aircraft and engines Intangibles $2,211,597.00 444,000.00 $2,655,597.00" 97,783.68 $2,753,380.68 The gross amount in t~is account is being amortized as a nonoperating de- duction from income over a sixty-month period commencing with the month of May 1953. The Company intends to credit this account with any excess over net book value realized from the disposition of such of the above property as may be sold. Subsequent to June 30, 1953, the Company contracted to sell all of the DC-3 aircraft and nine spare engines acquired from C&S for $500,000, which exceed~ the net book value of such equipment by $464,000. 3. Flight Equipment: At June 30, I 953, the Company's fleet consisted of the following aircraft: Type Constellation Model 649 DC-6 Convair Model 340 DC-3 (including 3 all cargo) Total . Cost Number (Including Spare Parts) 6 $ 7,012,738 7 7,012,684 7 4,845,217 30 3,419,435 50 $22,290,074 Depreciated Value $ 3,674,565 3,438,073 4,643,789 208,872 $11,965,299 The Constellations are being depreciated to a residual value of $50,000 each from the dates placed in service (3 in 1950 and 3 in 1951) to December 31, 1955. The DC-6's are being depreciated to a residual value of 10% of cost from the dates placed in service (4 in 1948, 2 in 1949 and I in 1951) to December 31, 1955. Under terms of a Certificate of Necessity, 80% of the cost of the Convairs will be amortized over a period of five years from the dates placed in service (all in 1953). The remaining cost will be depreciated to a residual value of 10% over seven years from the dates placed in service. Eighteen of the DC-3's have been fully depreciated to a residual value of I 0% of cost and twelve to a residual value of $3,000 each. Subsequent to June 30, 1953, the Company contracted to sell twelve of the DC-3's (See Note 2 above). 4. Mail Rate Litigation: On March 18, 1952, the Post Office Department filed a petition requesting the United States Court of Appeals for the District of Columbia Circuit to review the C&S international mail rate order issued by the Civil Aeronautics Board (CAB) on October 18, 1951. The Post Office Department contends that the CAB erred in refusing to offset the profits above 7.4% earned under the C&S final - domestic mail rates during the years 1948-1950 against the mail pay need of that company's international operations, and accordingly that the Company's mail pay for that period should be reduced by $654,000. By opinion of May 4, 1953, the Circuit Court held that the CAB had erred in refusing to follow the offset principle and remanded the case to the CAB for determination and fixing of rates in accordance with the Court's opm10n. Both the CAB and Delta (the latter substituted for C&S by reason of merger) have filed petitions requesting the United States Supreme Court to review the decision of the Circuit Court. Such review is a matter of discretion with the Supreme Court but the Post Office Department has advised the Supreme Court that it has no objettion to the review. It is the opinion of Delta's counsel that should this review be granted, the Su- preme Court will reverse the decision of the Circuit Court and will uphold the original decision of the CAB, both as a matter of law and equity. 5. Basis of Mail Revenue: Mail revenues from the United States Government through April 30, 1953, are stated in accordance with final rates fixed by the CAB. The CAB is in process of determining final rates to be effective from May 1, 1953, forward and has issued show-cause orders proposing a compensatory (non-subsidy) rate of 53 cents per ton mile for the Company's domestic routes, and a sliding scale rate containing an element of subsidy for the Company's international routes. The CAB estimates that the proposed rates will produce domestic mail pay of $1,598,000 per year and international mail pay of $792,000 per year. Pending finalization of these proposed rates the Company has been recording both domestic and international mail revenues at the compensatory (non-subsidy) rates of 53 cents per ton mile and 88 cents per ton mile, respectively. If the proposed rates are made final, there will be no change in domestic revenues as recorded, but the Company will receive approximately $100,000 of additional international mail pay for the months of May and June, I 953, although the outcome of the litigation explained in Note 4 above may have a direct effect upon the amount of the international subsidy. 6. Options Granted Officers: The merger agreement referred to in Note I provides that options granted to certain officers of C&S ( now officers of Del ta) for the purchase of I I, 7 50 shares of common stock of C&S for $10.00 per share shall be honored by Delta by selling to holders of the options at $10.00 per share the amount ($21.00) of 5% Con- vertible Debentures (Subordinated) which stockholders of C&S may receive in exchange for each share of their common stock. As of June 30, 1953, holders of these options had paid in $30,000 and received therefor $63,000 of Debentures, the difference being charged to expense. The remaining options equivalent to 8,750 shares of common stock of C&S expire on August 21, 1956. 1. Purchase Commitments: The Company has received seven of the twenty Convair Model 340 aircraft ordered and has outstanding commitments for the remaining thirteen (with de- liveries scheduled through February 1954) and for ten DC-7 aircraft (to be delivered in 1954 and 1955). It is estimated that the acquisition of these aircraft and related spare parts and accessories will require a total capital outlay of approximately $28,000,000. Advances to manufacturers in connection with these commitments amounted to $3,381,798 at June 30, 1953. The Company has re- ceived Certificates of Necessity applicable to all twenty Convairs and to four of the DC-7 aircraft permitting the amortization for tax purposes of 80% of their cost over a period of five years. Application has been filed for a Certificate of Necessity to cover the remaining six DC-7 aircraft on order. 8. Aircraft Sales and Rentals: The Company in 1952 sold its six DC-4 aircraft and spare engines therefor for $3,975,000. Pending delivery of Convair aircraft on order, lease agreements (the last expiring on June 30, I 953) were entered into with the purchaser of five DC-4 aircraft providing for the continued operation by Delta of these aircraft or their equivalent. 9. Bank Loan Agreement: . On September 2, I 952, Delta entered into a Credit Agreement with twenty- five banks under which $20,000,000 may be borrowed at any time prior to August 1, 1954, on unsecured notes bearing interest at 3'% repayable in sixteen quarterly installments commencing fifteen months after the date of each loan. Under terms of the agreement a commitment fee of of I% per annum is payable on the unused portion of the commitment. At June 30, 1953, $2,400,000 (due serially to June 1958) had been borrowed under the Agreement and an additional $6,600,000 has subsequently been borrowed. NOTES TO FINANCIAL STATEMENTS 13 14 A DECADE OF GROWTH - - - CURRENT ASSETS Current Liabilities Net Working Capital Total Assets Stockholders' Equity Stockholder Equity Per Share Shares of Common Stock Outstand- ing at Close of Year . OPERATING REVENUES: Passenger . Mail Express Freight All Other .. Total Revenues . Operating Expenses . Operating Profit, Before Income Taxes Non-Operating Revenue or (Ex- pense) . Net Income Before Taxes Federal and State Taxes on Income Net Profit (and Special 1953 Items) Profit Per Share of Stock Outstand- ing at Close of Year REVENUE PLANE MILES (000) Available Seat Miles (000) Revenue Passenger Miles (000) Passenger Load Factor . Available Ton Miles (000) , . Revenue Ton Miles (000) % of Scheduled Mileage Completed 19 5 3 (4) $16,362,801 9,192,041 7,170,760 37,966,469 15,647,278 26.08 600,000 $28,946,479 1,131,578 550,305 1,044,338 665,102 32;337,802 28,901,728 3,436,074 2,476,604(1) 5,912,678 (3) 1,754,000 (2) 4,158,678 (3) 6.93 20,672 776,157 507,714 65.41 % 94,045 57,565 98.83% 1952 $ 9,027,490 6,618,627 2,408,863 16,836,905 9,808,493 19.61 500,000 $23,995,938 1,035,599 431,240 827,927 727,417 27,018,121 22,641,069 4,377,052 12,398 4,389,450 2,739,000 1,650,450 3.30 17,531 653,121 427,534 65.46% 80,089 48,093 98.98% 1951 $ 7,184,532 4,541,282 2,643,250 14,402,050 8,658,043 17.32 500,000 $19,006,936 1,306,752 374,480 720,719 812,112 22,220,999 18,889,201 3,331,798 (75,000) 3,256,798 1,625,000 1,631,798 3.26 15,698 541,038 345,246 63.81 % 71,987 40,480 98.91 % 1950 $ 5,170,591 2,950,443 2,220,148 12,371,851 7,401,245 14.80 500,000 $13,761,453 2,373,213 238,441 478,537 333,651 17,185,295 15,775,141 1,410,154 (5,403) 1,404,751 589,000 815,751 1.63 13,804 437,209 238,335 54.51% 59,532_ 97.90% (1) Includes profit on disposition of flight equipment $3,822,561, less rental payments for leased flight equipment $1,067,800 and miscellaneous expenses (net) $278,157. (2) Includes taxes of $1,066,000 on capital gains and taxes of $1,058,000 on income, less refund- able 1952 excess profits tax of $370,000. (3) Includes special items of $3,822,561 before taxes and $2,756,561 after taxes. (4) Reflects merger with C&S on May 1, 1953. I I 1----------------" " 1949 1948 1947 1946 1945 1944 $ 5,310,482 $ 4,682,029 $ 5,630,338 $ 2,765,210 $ 4,573,035 $ 1,668,698 2,751,859 2,180,988 2,253,963 1,638,948 1,451,981 667,481 2,558,623 2,501,041 3,376,375 1,126,262 3,121,054 1,001,217 12,629,268 9,352,827 9,306,766 6,034,364 5,537,587 2,324,048 6,710,494 6,196,053 5,789,701 4,220,770 . 4,085,606 1,656,566 13.42 12.39 11.58 10.55 10.21 8.35 500,000 500,000 500,000 400,000 400,000 198,384 $11,987,246 $10,079,272 $10,558,559 $ 6,944,162 $ 4,193,214 $ 2,577,139 2,434,888 2,010,'668 423,292 680,359 752,719 517,371 244,859 273,099 242,978 137,540 97,286 65,507 358,503 303,115 109,603 202,349 152,815 154,404 97,955 113,063 73,308 15,227,845 12,818,969 11,488,836 7,860,016 5,156,282 3,233,325 14,281,956 12,618,944 11,782,368 7,304,153 3,650,087 2,395,536 945,889 200,025 (293,532) 555,863 1,506,195 837,789 62,551 107,048 (67,302) (12,793) (57,279) 28,297 1,008,440 307,073 (360,834) 543,070 1,448,916 866,086 369,000 102,343 127,459* 232,835 910,221 314,853 639,440 204,730 (233,375) 310,235 538,695 551,233 1.28 .41 (.47) .78 1.34 2.78 12,921 12,803 11,822 8,195 4,676 2,772 361,199 349,235 335,630 186,650 96,927 57,367 201,711 188,293 222,704 150,072 84,877 51,844 55.84% 53.92% 66.35% 80.04% 87.57% 90.97% 49,544 46,562 42,716 21,981 11,221 6,652 22,805 19,966 22,799 15,860 9,741 6,070 97.69% 94.22% 94.71% 96.63% 95.55% 94.12% Credit ( ) Loss 15 N E W F L I G H T EQUIPMENT Important progress was made toward modernization of equipment during the fiscal year. All the DC-4's and part of the DC-3 fleet were sold as new Convair aircraft were received to replace these older types. Six additional DC-Ts, ma,king a total of ten, were ordered for use on non-stop and long-range flights over the combined routes of Delta-C&S. Deliveries will start in February '54 on a fleet of ten b9-passen- ger DC-7's, which will cruise at 362 mph, 30 miles faster than competing ships. Compound engines provide additional power. Fourteen of the 20 Convair 340's ordered are already in scheduled operation. These versatile ships carry 44 passengers at 270 mph, wit-h many new features like the built-in ramp. Lo1W,11ieW \\i\go1e G\adeW dnnati ox\/i\\e snevi\\e . e1son111\\e rwi\\e I' Delta-C&S Routes Through Plane Service Connecting Service GENERAL OFFICES. MUNICIPAL AIRPORT ATLANTA, GEORGIA