DELTA AIR LINES INC. ANNUAL REPORT 1970 $3.00 - 2 .50 - 2.00 - o L EARNINGS PER SHARE RETURN ON INVESTMENT Estimated influence of competitors' strike and extraordinary gain on disposition of flight equipment 62 64 Highlights of the Year 66 68 - 50 - 30 - 20 - 10 .J 0 70 A comparative summary of the major yardsticks for evaluation of operations for years ended June 30 is shown below. Dollars are expressed in thousands, except per share figures. Per Cent 1970 1969 Change Operating Revenues .... .. . . $622,129 $516,113 + 21% Operating Expenses . . .. . . . . $529,179 $433,938 +22% Net Income ...... $ 44,527 $ 39,191 + 14% Earnings Per Share .... . .. . .. . . $2.33 $2.05 + 14% Revenue Passengers Carried .......... 13,528,206 12,107,061 + 12% Available Seat Miles (000) .. . ... . 18,559,724 14,768,892 +26% Revenue Passenger Miles (000) ....... 9,397,913 8,249,085 + 14% Passenger Load Factor . . . . . . . . . . . 50.64% 55.85% - 9% 2 C.H. DOLSON Chairman of the Board W. T. BEEBE President REPORTTOTHESTOCKHOLDERS Fiscal 1970 was a year of significant change both for Delta and for the airline industry. The unprecedented route awards of 1969 not only brought new competition to our Southern Tier and Midwest to Gulf States markets but also offered oppor- tunities for service along new routes granted to Delta. Unfortunately for the in- dustry, these awards came at a time when the general economy was leveling, indus- try traffic growth was softening, and in- flation was continuing. The resultant depressed load factors and increased unit costs more than offset the two fare in- creases of 1969 so that the earnings posi- tion of the industry has deteriorated sig- nificantly over the past year. The softening in traffic growth did not substantially affect Delta until late in the fiscal year because of the delayed impact of the economic slowdown on our major markets and an extended strike against a competitor during the February-May, 1970 period. While the added competition has also slowed our growth rate, we still improved our market share throughout the year. For the first four months of the new competition (October through Jan- uary), Delta's share of the 48 state domes- tic trunk market increased from 9.4% to 10.0%. For June, 1970, after the conclu- sion of the strike against a competitor, the improvement was from 9.5% to 9.8%. Net earnings for the year of $44.5 mil- lion or $2.33 per share were 14% above 3 4 12%- 11 - 10 - 66 SHARE OF DOMESTIC TRUNK AIRLINE MARKET (Excluding Hawaii) 1967 comparisons distorted by strike against five major competitors 67 68 69 70 fiscal 1969, concluding a decade of sound growth from the 17 per share earned in fiscal 1960. Operating revenues totaled $622.1 million and revenue passenger miles increased 14% to 9.4 billion. Cargo and mail revenues were almost $51 mil- lion, an increase of 19%. Total capacity operated increased 26% for the year due to the delivery of additional Super DC-8 and Super DC-9 aircraft and the purchase of two standard DC-8 aircraft for new route awards. All piston services were eliminated with the retirement of the re- maining CV-440 aircraft in April, 1970. Shortly before the close of the year, commitments were made for the purchase of five Super DC-9 aircraft for 1971 de- livery to be used on the most recent North Carolina points award. The estimated future capital outlay for flight equipment to be delivered through 1975 totals $410 million. Financing will be provided from internally generated funds, the proceeds 8.00 - - 6.00 PASSENGER MILE YIELD 7.50 - UNIT COST PER AVAILABLE SEAT MILE - 5.50 7.00 - - 5.00 4.00 - 2.50 62 64 66 68 .J 2.00 70 from the amended 1967 Bank Credit Agreement, and from a new loan agree- ment now being negotiated with a group of British banks in conjunction with the purchase of Rolls-Royce engines for the Lockheed L-1011 aircraft. The year's operating results and the future outlook are reviewed in more detail in the follow- ing sections. Revenues and Expenses Operating revenues increased 21 % over 1969 to a total of $622.1 million. Passen- ger revenues were up 20% to $565. 7 mil- lion and revenue passenger miles were 9.4 billion, an increase of 14%. Cargo revenues were $50.8 million, up 19%, including a $669,000 retroactive adjust- ment to mail revenues due to the CAB decision reducing non-priority mail rates. The passenger mile yield increased 6% to 6.02 from 5. 70 in 1969. This increase primarily came from the two fare increases 5 approved in February and October, 1969 (see further discussion under Regulatory Matters). In addition, the percentage of discount travel was somewhat lower due to a June 1969 revision of Discover Amer- ica fares to require a seven-day stay. Despite a 6% rise, the 1970 yield is still below that experienced in 1965, the last full year before the broad range of sys- temwide discount fares was introduced. Operating expenses were up 22% over 1969 to a total of $529.2 million. Oper- ating capacity was up 26% due to tne added Su per DC-8 and DC-9 aircraft, a 5% improvement in aircraft utilization, and inauguration of services on newly granted routes. Unit available seat mile and available ton mile costs were down 3% for the year despite the continued up- ward pressure of inflation on all areas of operation. Fiscal 1971 unit costs will be adversely influenced by a sharp drop in capacity growth to 13%, the introductory costs of the Boeing 747, and further in- flationary inroads. The retroactive discontinuance of the investment tax credit to April 18, 1969 will not apply to our Boeing 747 and Lock- heed L-1011 orders since these orders were firm prior to the cut-off date. Con- sequently, such credits will continue to be earned through early 1975. Delta has con- sistently followed a policy of deferring earned credits and amortizing them over the life of the assets involved rather than using the "flow-through" method. At June 30, 1970, a balance of $26.5 million of un- amortized tax credits remained to be picked up as income over the next several years. Delta offers wide choice of 83 nonstop jets from Chicago to 28 cities in 12 states. 7 8 800/o - 70 - 60 ,.. 50 - 40 - 30 L ACTUAL AND BREAK-EVEN LOAD FACTOR 62 Estimated influence of competitors' strike 64 66 Earnings and Dividends 68 70 Net earnings were $44.5 million, equal to $2.33 per share or 14% above the $2.05 per share earned in fiscal 1969. The cur- rent year earnings included the effect of both fare increases mentioned above and an effective 7.5% surtax. 1969 earnings included only the February fare increase and a full 10% surtax. Dividend payments for the year totaled $7,650,000 or 40 per share on the 19,125,000 shares outstand- ing. Shortly after the close of the fiscal year, the directors voted a 25% increase in the quarterly dividend rate to 12 per share payable September 1, 1970. This was the 21st consecutive year of dividend payments and the sixth increase in the past decade. Flight Equipment During fiscal 1970, Delta accepted deliv- ery of three Super DC-B's, nine Super DC-9's, and two standard DC-B's. In May, 1970, an additional five Super DC-9's were ordered for delivery in 1971 to cover the most recent route awards. Concurrent with this order, two standard DC-9's were acquired under a short-term lease pend- ing receipt of the new aircraft. Addition- ally, one L-100 cargo aircraft was leased in order to permit full schedule coverage while the owned aircraft are undergoing a wing modification expected to be com- pleted by early spring of next year. The pattern of deliveries for all aircraft currently on order is shown in the follow- ing table: Fleet Fleet Type of Total Deliveries in Fiscal Years Total Aircraft Seats 6 / 30/ 70 71 72 73 DC-8 129 7 DC-8 135 21 DC-8 195 13 CV-880 96 16 DC-9 68 1 7* DC-9 89 58 3 2 B-747 370 3 2 L-1011 250 5 6 L-100-20 Cargo 4** 136 6 9 6 *Includes two aircraft on short-term lease. **Includes one L-100-10 on short-term lease. 74 75 6 / 30/ 75 7 21 13 16 15 63 5 6 7 24 3 6 7 167 The last of the Convair 440 aircraft were retired in April, 1970 and Delta's fleet is now all-jet. Capitalization and Financing In fiscal 1970, Delta borrowed $15 million under the $220 million revolving bank credit agreement increasing total borrow- ings to $200 million at year-end. After sometemporaryrepaymentsof $25 million in July and August, the remaining balance available under this agreement will be borrowed when the Boeing 747 aircraft are delivered in late 1970. Delta recently signed a letter of intent and is currently negotiating a new loan agreement with the agent for a group of British banks to provide financing for the 9 10 Rolls-Royce engines to be installed on the Lockheed L-1011 aircraft. This agree- ment will provide for borrowings not to exceed $42 million to be repaid in semi- annual installments over ten years at an effective interest rate of slightly less than 6%. Including the most recent order for five Super DC-9's, Delta's probable future capital outlays for flight equipment will exceed $410 million through 1975. The total credit available under the above agreements, together with normal inter- nally generated funds from earnings, de- preciation, and deferred tc;1xes, is currently estimated to be adequate for these pro- jected capital requirements. Total stockholder equity at year-end was equal to $13. 77 per share or $263,392,000, an increase of 16% over June 30, 1969. Facilities During the past year, Delta completed and occupied new offices for Marketing, Reservations, Communications, Flight Control and Flight Training at the Green- briar complex in Atlanta. Construction is now underway on a second floor addition to the Computer Center at Greenbriar to house all accounting, treasury, purchas- ing, and internal audit activities, with com- pletion expected in early 1971. Construc- tion was recently started on a major expansion of the Atlanta maintenance and overhaul base which is being financed by City of Atlanta special purpose revenue bonds. When completed in 1972, the ex- panded facility will be twice its present size and provide the hangar and support Delta serves all 3 New York airports with 27 nonstop jets to 8 cities in 7 states. 12 facilities required for the new fleet of Boeing 747 and Lockheed L-1011 air- craft to be delivered through 1975. Airport facilities for handling the Boe- ing 7 4 7 are completed or under construc- tion in Atlanta, Chicago, Dallas, Detroit, LosAngeles, and Miami. New or expanded airport facilities are progressing at Dallas/ Ft. Worth, Dayton, Kansas City, Little Rock, Louisville, Philadelphia, Shreveport, and Tampa. In addition to these major expansions, new or expanded reservations, ticketing, and sales offices are under construction in many cities in preparation for the ex- pected growth of the seventies. Personnel Total employees at year-end numbered more than 20,500. Including the 1,800 employees added in fiscal 1970, total salaries and related employee benefit costs increased 24% to $249 million, equal to 40 cents of each revenue dollar. Delta continues to participate fully in a program, sponsored by the National Alliance,of Businessmen, to hire and train disadvantaged youth during summer vacations. Some 270 young people were employed under this program in 1970. Our employees have accepted the chal- lenge of teaching these young people more about our country's free enterprise system and giving them practical training to help them select and prepare for mean- ingful future careers. In keeping with the growth of your Company and the need to insure full con- tinuity and flexibility of management, a number of executive promotions were made during the year. C. H. Dolson was named Chairman of the Board and Chief Executive Officer and was succeeded as President by W. T. Beebe. Nine new Vice Presidents were named including R. W. Allen, Administration; W. A. Atchison, Computer Services; T. P. Ball, Flight Oper- ations; Shelby D. Dement, Marketing Ad- ministration; Hoyt T. Fincher, Technical Operations; M. 0. Galloway, Comptroller; E. L. Hamner, Stations; Charles P. Knecht, Sales; and Morris Shipley, Government Affairs. New Assistant Vice Presidents named were Hollis L. Harris, Facilities and George E. Shedd, Public Relations; Sidney F. Davis and Ike Lasseter were promoted to Assistant Secretary. The combined experience of these gentlemen, all pro- moted from within the Company, exceeds 350 years. Regulatory Matters During the latter half of the fiscal year, the number of new route cases somewhat abated, but regulatory activity continued at a high pitch with institution by the Civil Aeronautics Board of a comprehensive Domestic Passenger Fare Investigation. Route Cases In the North Carolina Points Service In- vestigation, Delta received authority to provide new services between Charlotte, Greensboro/High Point/ Winston-Salem, and Raleigh/Durham, in North Carolina, and both Chicago and Miami. Delta's Charlotte-New York restriction was also lifted, soasto permit "turn-around" sched- ules. Service was inaugurated in the new markets on June 15, 1970. Earlier in the fiscal year the Company received nonstop authority in the Bir- mingham to Cincinnati and Detroit and the Atlanta to Kansas City markets {with the right to operate between Kansas City and Ft. Lauderdale via a single stop in Atlanta). The Company's Kansas City to Atlanta 13 flights previously had been required to make one intermediate stop at Memphis, and the Birmingham flights had been re- quired to proceed via Atlanta. A number of route cases are still pend- ing. In one, the Board's Bureau of Oper- ating Rights has recommended that your Company be granted nonstop Atlanta to Cleveland authority. The Bureau also rec- ommended competition in Delta's Atlanta to Detroit and Atlanta to Cincinnati mar- kets, which the Company is opposing. An Examiner's initial decision in this proceed- ing is awaited. In another pending proceeding, the same CAB Bureau has recommended grant to the Company of nonstop Augusta and Columbia to Washington and New York authority. The Examiner would have granted these authorities to another car- rier, but his decision is being reviewed by the Board. Other pending new route cases include a Twin Cities/ Milwaukee-Atlanta/ Florida case now awaiting review by the Board of an initial decision; and three proceed- ings which remain in preliminary stages: an Oklahoma-Southeast Points Case; an Ohio/Indiana Points Nonstop Investiga- tion; and a Nashville-Detroit Nonstop Case. In addition, during the fiscal year Delta filed an application for nonstop authority between Atlanta and Boston. CAB action is awaited on a Delta request for expe- dited processing of this application. In the international field, Delta is actively seeking nonstop authority be- tween both Chicago and Atlanta to Jamaica in an investigation recently instituted by the CAB. Application was recently filed by North, South, East and West Delta flies 208 nonstop jets from Atlanta to 48 cities and 19 states. 15 16 Delta for authority between Atlanta, New Orleans, Dallas, and Houston in the United States and Guadalajara, Puerta Vallarta, Mazatlan and La Paz in Mexico. These two cases and the East Coast Points-Europe Case remain in preliminary stages. Delta's applications in the Omaha/ Des Moines Case, the St. Louis-Twin Cities Service Investigation, and the Seattle/ Portland-California Case were denied during the past fiscal year, as was the Company's application for nonstop Mem- ph is-Miami authority in the Southern Route Realignment Case. Delta has ap- pealed the latter case and the federal court's decision is awaited. The awards to Delta last year of Dallas fo Phoenix and Miami to Houston authority have been appealed by another carrier, and court decision is also awaited in those cases. Rate and Fare Investigations During January, 1970, the CAB insti- tuted a Domestic Passenger Fare Investi- gation. This is a comprehensive study into the structure and level of virtually all air- line passenger fares within the 48 con- tiguous United States. This proceeding will also determine the fair rate of return which the air carriers should earn on their investment, and will examine certain related matters such as whether the CAB should establish load factor standards. Decision on the nine parts of this investi- gation is expected in early 1971, except for questions concerning fare structure which will require an additional six to twelve months. In July, 1970, a federal appellate court found that the October 1969 fare increase Travelers can fly 36 nonstop jets from Miami/Ft. Lauderdale to 18 cities in 9 states on Delta. 18 had been handled improperly by the CAB and the proceeding was remanded to the agency. New tariffs have now been filed, which will be passed upon by the CAB prior to their effective date. The Domestic Passenger Fare Investigation may later result in additional changes in fare level and structure. In the meantime, a number of court cases have been filed seeking reparations because of the invalidation of the CAB Order approving the October 1969 fare increase, which Delta and other airlines will oppose. These cases are all in preliminary stages and are subject to further actions by both the CAB and the courts, the outcome of which cannot be currently predicted. Outlook While fiscal 1970 proved to be a success- ful year despite a number of major obsta- cles, fiscal 1971 offers even greater chal- lenges to Delta and the industry. After three years of rapid capacity growth related to the latest re-equipment cycle, added capacity in 1971 will drop sharply. Most of the planned increase will be attrib- utable to the introduction of Boeing 747 aircraft late this year and to the full impact of added services on newly authorized routes. Recent traffic growth has been relatively soft due to the added competi- tion and the delayed impact of the eco- nomic slowdown. We fully expect growth rates to improve this fall as comparisons are made against fully competitive prior periods. Any upturn in the economy could also improve total traffic in the latter part of the fiscal year. Yields should improve by at least 2% and could rise further if Cross-country convenience. Delta flies 58 nonstop jets from Dallas/ Ft. Worth to 18 cities in 8 states. recent fare proposals by several carriers are approved. Unit costs will also trend moderately upward because of continued increases in wage rates, fuel, material, and services. An earnings improvement will depend largely upon the extent of economic recovery, CAB action on fare proposals, and a leveling of inflationary pressures. The individual contributions of our em- ployees and our stockholders can only be measured tangibly by the financial strength and sound growth achieved by Delta over the past decade. The years ahead will require even greater efforts by each of us to meet the challenges facing Delta, the airline industry, and our nation. C.H. DOLSON Chairman of the Board September 8, 1970 W. T. BEEBE President Delta makes the going easy with 16 nonstop jets from Los Angeles to 4 cities in 4 states. 21 DELTA AIR LINES, INC. Balance Sheets June 30 , 1970 and 1969 ASSETS 1970 (In Thousands) CURRENT ASSETS: Cash .... . ......... . .......... $ 39,431 $ 29,909 22 Short-term cash investments, at cost ............ Accounts and notes receivable .. Maintenance and operating supplies, at average cost .. . ... Prepaid expenses, etc . ......... Total current assets ..... PROPERTY AND EQUIPMENT: Flight Equipment Other Cost- 1970 .. . $712,421 $101 ,932 1969 642,159 86,542 Accumulated depreciation- 1970 .... 245,687 38,220 1969 195,886 30,398 Advance payments for new flight equipment (Note 2) ADVANCE FOR SST DEVELOPMENT, being amortized . ... . .... . 5,931 14,002 42,110 40,253 4,540 4,553 1,917 1,074 93,929 89,791 814,353 728,701 283,907 226,284 530,446 502,417 66,063 39,879 596,509 542,296 1,578 2,178 $692,016 $634,265 DELTA AIR LINES, INC. LIABILITIES AND STOCKHOLDER EQUITY (In Thousands) CURRENT LIABILITIES: Current maturities of long- term debt ............ .. .. . .. $ 23,379 $ 7,607 Accounts payable and accrued liabilities ................... . 39,028 50,945 Tickets outstanding subject to refund or use ....... . ...... . 9,594 8,713 Air travel plan deposits ....... . . 1,718 1,713 6,343 Accrued income taxes . .. . ..... ,--~- 4,855 Total current liabilities .. 80,062 ,--'--- 73,833 LONG-TERM DEBT (Note 1) .... . . 206,564 214,942 DEFERRED CREDITS: Deferred Federal income taxes . 115,431 Unamortized investment tax 92,106 26,869 credit (Note 3) . . . . . . . . . . 26,567 STOCKHOLDER EQUITY: Common stock, par value $3.00 per share (Note 5)- Authorized 25,000,000 shares Outstanding 19,125,000 shares Capital surplus .. . Retained earnings (Note 1) ..... COMMITMENTS (Note 2) 141,998 118,975 57,375 22,450 183,567 57,375 22,450 146,690 263,392 226,515 $692,016 $634,265 The accompanying notes are an integral part of these statements. 23 DELTA AIR LINES, INC. Statements of Income For the years ended June 30, 1970 and 1969 1970 1969 (In Thousands) OPERATING REVENUES: Passenger . . .. . . . . . .... .. . . ... $565,670 $470,024 Cargo . . . . . . . . . . . . . . . . . . . . . . . . 50,786 42,536 Other . . . . . . . . . . . . . . . . . . . . . . . . 5,673 3,553 Total operating revenues 622,129 516,113 OPERATING EXPENSES: Flying operations . .... . . . . . .... . 139,706 112,581 Maintenance . .... . . . ... . . . . . . . 84,010 74,531 Aircraft and traffic servicing ..... 107,223 83,920 Promotion and sales . ... . . .... . 62,247 52,246 Depreciation and amortization (straight-line method) . .. . .. . . . 69,880 56,876 Passenger service . . .. .. .. .. .. . 5 1,629 39,991 General and administrative ... .. 14,484 13,793 Total operating expenses 529,179 433,938 Income from operations before income taxes . . 92,950 82,175 OTHER EXPENSE (INCOME): Interest expense ... . .... . . .. . . 20,250 12,634 Less-Interest capitalized on advances for flight equipment . (4,523) (2,742) 15,727 9,892 Interest income, etc . . ... . . ... .. (1 ,085) (943) Gain on disposition of aircraft, net .... ..... . . .. . . ... .. . ... (174) 14,642 8,775 INCOME BEFORE INCOME TAXES . . . ..... . .... . . . .. . . . .. 78,308 73,400 PROVISION FOR INCOME TAXES (Note 3) . . . . . . . . . . . . . . . 33,781 34,209 NET INCOME .. .. .. . .. .. . ... ... $ 44,527 $ 39,191 NET INCOME PER COMMON SHARE . ...... . $2.33 $2.05 The accompanying notes are an integral part of these statements. 24 DELTA AIR LINES, INC. Statements of Retained Earnings For the years ended June 30, 1970 and 1969 1970 (In Thousands) BALANCE AT BEGINNING OF YEAR . ... $146,690 $115,149 Net income ............ . Less-Cash dividends- $.40 per share BALANCE AT END OF YEAR 44,527 39,191 191,217 154,340 7,650 7,650 (Note 1) . . . . $183,567 $146,690 Statements of Source and Disposition of Funds For the years ended June 30, 1970 and 1969 1970 FUNDS PROVIDED BY: (In Thousands) Net income ........... . ....... $ 44,527 $ 39,191 Add noncash expenses- Depreciation and amortization . Deferred Federal income taxes Investment tax credit, net of amortization .............. . Other, net ..... . .. ...... . .. . Total from operations Additional financing under- Installment purchase agreements ........... .. . . Bank credit agreement .. .... . FUNDS USED FOR: Flight equipment additions, 69,880 23,325 (302) 2,500 139,930 15,000 154,930 56,876 21 ,333 8,212 1,117 126,729 128 90,000 216,857 including advances .. . ....... 109,714 184,340 Other property and equipment additions . . . . . . . . . . . . . . . . . . . 16,278 25,423 Reduction of long-term debt (Note 1) ..... . .......... . Cash dividends .......... . DECREASE IN 125,992 209.763 23,379 7,650 7,622 7,650 157,021 225,035 WORKING CAPITAL . . .. . . . .... $ 2,091 $ 8,178 WORKING CAPITAL AT END OF YEAR .... . ........ $ 13,867 $ 15,958 The accompanying notes are an integral part of these statements. 25 DELTA AIR LINES, INC. 26 Notes to Financial Statements June 30, 1970 1. LONG-TERM DEBT: At June 30, 1970, the Company's long-term debt of $229.9 million (including current maturities) consisted of the following : (a) $200 million due banks under a credit agreement which provides for borrowings up to $220 million on a revolving basis to December 31 , 1970. At that date, the outstanding balance will be converted to a 5-year term loan, repayable in quarterly installments of $8 million to December, 1975 ($16 million payable in fiscal 1971 ), with the remaining balance payable on December 31 , 1975. Loans under the agreement are unsecured and carry an interest rate of % above the prime rate , (b) $26.2 million due insurance companies under 6% unsecured notes, repayable in installments to Oc- tober, 1974 ($5 million payable in fiscal 1971), and (c) $3.7 million due the manufacturer of the Deltamatic Reservation System , repayable in quarterly install- ments (including 4% interest) of $710,000. Under terms of the credit agreements, $67 million of retained earnings at June 30, 1970, is restricted as to the payment of cash dividends. 2. COMMITMENTS : The Company has outstanding purchase commitments for the acquisition of five Douglas DC-9 aircraft, five Boeing 747 aircraft and twenty-four Lockheed L-1011 aircraft which will require an expenditure of approxi- mately $410 million during the fiscal years 1971 through 1975. The Company leases certain airport facilities, ticket offices, etc., under long-term agreements. Minimum annual rentals are approximately $7.3 million under such leases expiring after June 30, 1973. 3. INCOME TAXES: The provision for income taxes for 1970 and 1969 con- sists of the following : 1970 1969 Current income taxes . . Deferred Federal income taxes . Investment tax credit Less-Amortization of investment tax credit over life of related equipment - - - - - - (In Thousands) .. $10,758 $ 4,664 23,325 21 ,333 5,465 12,798 39,548 38,795 All available investment tax credits have been utilized to reduce the Company's Federal income taxes payable. The Company has filed a Tax Court petition contesting income tax deficiencies assessed by the Internal Reve- nue Service for the taxable years 1963 through 1965. In the opinion of management, the final settlement of this matter will not have a material effect on the Com- pany's financial position . DELTA AIR LINES, INC. 4 . PENSION PLANS: The Company has noncontributory pension plans cov- ering substantially all of its employees. The total pen- sion expense amounted to $11 .7 million in 1970. All prior service costs under the plans are fully funded , and it is the Company's policy to fund each year's accrued pension cost. 5. STOCK OPTIONS: Under the Company's qualified stock option plan for 100,000 shares of common stock, options for 91,500 shares have been granted and were outstanding at June 30, 1970 (50,000 shares at $31.125 per share, 29,000 shares at $34.75 per share and 12,500 shares at $34.50 per share). Options for 32,250 shares are currently exercisable. Auditors' Report ARTHU R ANDERSEN & Co, AT L ANTA, G EORG IA To the Stockholders and Board of Directors of Delta A ir Lines, Inc. : We have exam ined the balance sheet of Delta Air Lines, Inc. (a Delaware corporation) as of June 30, 1970, and the related statements of income, retained earnings and source and dis- position of funds for the year then ended. Our examination was made in accordance with gen- erally accepted auditing standards.and accord- ingly included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. We have previously examined and reported on the financial statements for the preceding year. In our opinion, the financial statements re- ferred to above present fairly the financial po- sition of Delta A ir Lines, Inc. as of June 30, 1970, and the results of its operations and the source and disposition of funds for the year then ended, in conformity with generally ac- cepted accounting principles applied on a basis consistent with that of the preceding year. Atlanta, Georgia, August 14, 1970. 27 DELTA AIR LINES, INC. 28 Five Years of Delta Air Lines Growth Years Ended June 30 (Dollars expressed in thousands except per share figures) Operating revenues 1970 Passenger ................ . .......... $565,670 Cargo ............................... 50,786 All other ............. . ............... 5,673 Total operating revenues ... ... .......... $622,129 Operating expenses ... . ................ 529,179 Operating income ........ . ............. $ 92,950 Interest expense, etc.,-net ...... . ..... .. 14,642 Gain on disposition of aircraft-net .... . .. Net income before taxes ................ $ 78,308 Taxes on income ............ . . . ........ 33,781 Net income ........... ... ....... .. . .. .. $ 44,527 Net income per share* .... . ......... $2.33 Dividends paid .... .. ........ .. ..... .... $7,650 Dividends paid per share* .. .... .... .. $0.40 Total assets .. ...... . ............... ... . $692,016 Stockholder equity ..................... $263,392 Stockholder equity per share* ............ $13.77 Shares of common stock outstanding* . .. .. 19,125,000 Revenue passengers carried ........ ..... 13,528,206 Available seat miles (000) .......... . .. . . 18,559,724 Revenue passenger miles (000) .. .. ...... 9,397,913 Passenger load factor ............. ... ... 50.64% Available ton miles (000) ......... . ..... . 2,508,105 Revenue ton miles (000) . ............. .. 1,125,409 Passenger revenue per passenger mile .... 6.02 Operating expenses per available seat mile . 2.85 Operating expenses per available ton mile. 21.10 *Adjusted to reflect all stock splits 1969 $470,024 42,536 3,553 $516,113 433,938 $ 82,175 8,949 174 $ 73,400 34,209 $ 39,191 $2.05 $7,650 $0.40 $634,265 $226,515 $11.84 19,125,000 12,107,061 14,768,892 8,249,085 55.85% 1,994,826 965,795 5.70 2.94 21 .75 DELTA AIR LINES, INC. 1968 1967 1966 $396,793 $362,368 $291,350 32,141 31,638 24,039 2,628 3,830 3 ,541 $431,562 $397,836 $318,930 363,140 308,737 253,092 $ 68,422 $ 89,099 $ 65,838 3,036 641 1,676 235 2,402 562 $ 65,621 $ 90,860 $ 64,724 29,487 41,670 30,170 $ 36,134 $ 49,190 $ 34,554 $1.89 $2.57 $1.81 $7,650 $6,375 $6,056 $0.40 $0.33 $0.32 $468,249 $369,422 $314,350 $194,974 $166,490 $123,675 $10.19 $8.71 $6.47 19,125,000 19,125,000 19,125,000 10,368,831 9,422,422 7,556,422 11,972,737 9,687,337 8,196,349 7,116,095 6,415,467 4,997,958 59.44% 66.23% 60.98% 1,609,704 1,304,889 1,090,282 814,782 735,898 569,625 5.58 5.65 5.83 3.03 3.16 3.06 22.56 23.66 23.21 29 Board of Directors R. W. FREEMAN W. T. BEEBE B. W. BIEDENHARN R. W. COURTS C.H. DOLSON EMERY FLINN DAVID C. GARRETT, JR. EDWARD H. GERRY CHARLES H. KELLSTADT JOHN R. LONGMIRE R. S. MAURER T. M. MILLER WINSHIP NUNNALLY ROBERT OPPENLANDER CARLETON PUTNAM Chairman of the Finance Committee New Orleans, Louisiana Atlanta, Georgia Monroe, Louisiana Atlanta, Georgia Atlanta, Georgia Miami, Florida Atlanta, Georgia New York, New York Miami, Florida St. Louis, Missouri Atlanta, Georgia Atlanta, Georgia Atlanta, Georgia Atlanta, Georgia Washington, D.C. GEORGE M . SNELLINGS, JR. Monroe, Louisiana As modern in design as a superjet is Delta's new Greenbriar facility in Atlanta, a center for Marketing, Reservations, Communications, Flight Training and Flight Control. 31 32 Officers C. H. DOLSON W. T. BEEBE ADMINISTRATION R. W. ALLEN R. H. WHARTON J. A. YORK FINANCE Cha irman of the Board President Vice President - Administration A sst. Vice President - Personnel Asst. Vice President - Employee Services ROBERT OPPENLANDER Senior Vice President - Finance & Treasurer W. A. ATCHISON Vice President - Computer Services M. 0 . GALLOWAY Vice President -Comptroller PAUL W. PATE J. D. DUNN J. R. HOWELL HUGH H. SAXON LEGAL R. S. MAURER MORRIS SHIPLEY J. W. CALLISON J. A. COOPER FRANK F. ROX GEORGE E. SHEDD SIDNEY F. DAVIS IKE LASSETER MARKETING T. M . MILLER SHELBY D. DEMENT CHARLES P. KNECHT J. W. MEYER HENRY ROSS OPERATIONS Vice President - Properties Asst. Vice President - Purchasing Asst. Trea surer Asst. Treasurer Senior Vice President - General Counsel & Secretary Vice President - Government Affairs Asst. Vice President - Law A sst. Vice President - Economic Research Asst. Vice President - Law Asst. Vice President - Public Relations Asst. Secretary & Asst. to General Counsel Asst. Secretary Senior Vice President - Marketing Vice President - Marketing Administration Vice President -Sales Asst. Vice President -Customer Relations A sst. Vice President - Advertising & Sales Promotion DAVID C. GARRETT, JR. Senior Vice President - Operations T. P. BALL HOYT T. FINCHER E. L. HAMNER J. K. BURNETTE A. C. FORD HOLLIS L. HARRIS D. P. HETTERMANN JACKS. KING W. L. MILLER J. F. NYCUM L. G. RODEFELD J. H. TURNER C. B. WILDER Vice President - Flight Operations Vice President - Technical Operations Vice President -Stations Asst. Vice President - Quality Control Asst. Vice President - Long Range Planning Asst. Vice President - Facilities Asst. Vice President - Engineering Asst. Vice President - Flight Control Asst. Vice President - Materiel Services Asst. Vice President- Flt. Eqpt. Development Asst. Vice President - Communications Asst. Vice President - Maintenance Asst. Vice President - Operations Administration SYSTE M ROU T E MAP TRANSFER AGENTS: M THRU-JETS TO AND FROM EUROPE NSBORO POINT TON-SALEM EIGH HAM ARLESTON ANNAH SWICK SONVILLE 0 The Citizens and Southern National Bank, Atlanta, Georgia and The First National City Bank, New York City REGISTRARS: Tru st Company of Georgia, Atlanta , Georgia and Morgan Guaranty Tru st Company of New York, New York City COM MON STOCK: Li sted on the New York Stock Exchange AUDITORS: Arthur Andersen & Co. ANNUAL MEETING : October 22, 1970, Monroe, Louisiana Notice To The Stockholders Of Delta Air Lines, Inc. Thi s notice is published in accordance with regulations adopted by the Civil Aeronautics Board for effect iveness Augu st 1, 1970. Any person who owns more than 5% of the ca pital stock or capital of an air ca rrier as of December 31 of any yea r, either beneficially or as trustee, is required to file a report with the CAB on or before April 1 of the following year containing certain information required by Section 245.13 of the CAB Economic Regulation s. Any person acquiring more than 5% of the ca pital stock or ca pital is required to file a report with in 10 days of the acquisi- tion . Any stockholder who believes that he may be required to file such a report may obtain further information by writing to the Director, Bureau of Operating Rights, Civil Aeronautics Board, Washington, D.C. 20428. Delta Air Lines, Inc., General Offices, Atlanta Airport, Atlanta , Ga. 30320