DELTA AIR LINES, INC. ANNUAL REPORT 1973 The Cover Representatives of Delta's All-Pro Team- now 27,500 strong and always "Ready When You Are'.' Contents Merger with Northeast .. . ..... .... .. . .. . . Highlights of the Year. . . . . . . . . . . . . . . . . . . 2 Report to the Stockholders. . . . . . . . . . . . . . . . 3 Revenues and Expenses. . . . . . . . . . . . . . . . . . 6 Earnings and Dividends. . . . . . . . . . . . . . . . . 7 Capitalization and Financing. . . . . . . . . . . . . 7 Flight Equipment and Purchase Commitments...... . . . . . . . . . . . . . . . . 8 Facilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Environmental Matters ........ . ......... 11 Security Programs. . . . . . . . . . . . . . . . . . . . . . 12 Personnel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Regulatory Matters. . . . . . . . . . . . . . . . . . . . . . 14 Route Map . . ................ . ... .. . 20, 21 Financial Statements- Balance Sheets. . . . . . . . . . . . . . . . . . . 22, 23 Statements of Income . .. . ......... 24, 25 Statements of Retained Earnings ....... 26 Statements of Additional Paid-in Capital. ....................... 27 Auditors' Report. .......... .. .... . .. 26 Statements of Changes in Financial Position . . . ... . .. . ..... . ....... 28 Notes to Financial Statements .. ........ 29 Five-Year Summary .................. 36, 37 Board of Directors. . . . . . . . . . . . . . . . . . . . . . 38 Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Delta Air Lines Annual Report 1973 Merger with Northeast The merger with Northeast Airlines, Inc. was consummated on August l, 1972. In exchange for all outstanding common stock of Northeast, Delta issued 668,515 shares of its common stock. Delta also issued to Storer Broadcasting Company (majority stockholder of Northeast) warrants to purchase 500,000 shares of Delta stock at $48.00 per share on or prior to May 1, 1978, in exchange for the transfer to Delta of the approximately $40 million owed by Northeast to Storer at merger date. Delta assumed the other long-term debt of Northeast totaling $38 million, including $22 million in subordinated convertible debentures maturing in 1986 and convertible into Delta stock at $250 per share. Immediately after the merger, Delta prepaid $3.5 million of the remaining debt and renegotiated the $12.5 million insurance company and bank loans from secured to unsecured debt on essentially the same terms as Delta1s existing bank credit agreements. The merger was accounted for as a pooling of interests and all prior financial statements of Delta have been restated to include Northeast's results of operations. (See Note 2 on page 30 and Note 1 on page 36.) Unless otherwise indicated, 1972 results of operations used for comparison purposes on pages 2 through 19 of this report are based on a combining of Delta-only results and unaudited Northeast results for the twelve months ended June 30, 1972. An unaudited statement of income for this period is pre- sented on pages 24 and 25. Highlights of the Year 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 1973 1972 Change Operating Revenues. ..... $1,049,699 $895,629 +17% Operating Expenses ... $928,940 $823,565 +13% Net Income. $65,995 $33,227 +99% Earnings Per Share. $3.32 $1 .68 +98% Revenue Passengers Enplaned. . . 23,702,870 20,820,918 +14% Available Seat Miles (000). .. 27,958,095 26,023,066 + 7% Revenue Passenger Miles (000). . .. . ... . . 14,449,748 12,595,325 +15% Passenger Load Factor .. ' ' . . . ' . . . . . ' 51.68% 48.40% + 7% 2 Report to the Stockholders The major highlight of the past year was the successful merger with Northeast Air lines. The merger was consummated on August 1, 1972, adding to Delta's route system major new opportunities in the highly competitive Northeast to Florida, Bermuda and the Bahamas markets as well as the less competitive interior New England markets. Beginning in December, 1972, Delta brought to these markets substantially improved schedules including significant new connecting flight patterns between New England points and Delta's traditionally strong markets in the Southeast and South- west. The response of the traveling and ship- ping public to these improvements has been extremely gratifying. Even more gratifying, however, has been the full cooperation and extraordinary efforts displayed by the original Delta and former Northeast employees as they faced and overcame the tremendous chal- lenges of smoothly combining the two com- panies without permitting any deterioration in our traditional personalized service. Perhaps the best indicator of the merger's success is in the financial results achieved. For fiscal 1973, net earnings were at an all- time high of $66 million or 99% above the combined earnings of Delta and Northeast last year. Operating revenues passed the billion dollar mark for the first time at$ 1.05 billion as passenger traffic increased 15% and yield improved by 2%. Cargo revenues 3 were up 17% to $76.3 million despite a continued slowdown in mail volumes. Total operating capacity was held to only a 7% growth resulting in load factors improving from 48.4% to 51.7%. Most of this growth was a result of the substantial improvements in schedules on the former Northeast system. Unit operating costs increased 5% to 3.32