Contents Highlights of the Year 1 Report to the Stockholders 2 Earnings and Dividends 6 Operating Revenues 8 Operating Expenses 10 Capitalization and Financing 12 Flight Equipment and Purchase Commitments 14 Personnel 16 Facilities 17 Regulatory Matters 18 Route Map 24 Financial Statements - Balance Sheets 26 Statements of Income 28 Statements of Retained Earnings 29 Statements of Additional Paid-in Capital 29 Statements of Changes in Financial Position 30 Notes to Financial Statements 31 Auditors' Report 40 Management's Analysis and Discussion of Summary of Operations 41 Summary of Operations 42 Other Financial and Statistical Data 42 Board of Directors 44 Officers 45 Description of Business Delta Air Lines, Inc., is a certificated trunk air carrier providing scheduled air transportation for passengers and cargo over a network of routes covering approxi- mately 33,000 miles. Delta's route structure connects the Northeast and Midwest with the Southern States from Texas to Florida, the Southeast to the Midwest and West, and the East Coast to Florida. In addition, Delta operates international flights to Canada, Bermuda, the Bahamas, Jamaica, Venezuela, and Puerto Rico. Service over nearly all of Delta's routes is highly competitive. As an air carrier, Delta is subject to federal regulation pursuant to the Federal Aviation Act of 1958, as amended, as well as other federal and state statutes. Pictured on the cover is Delta's spectacular electric sign in downtown Atlanta. The FLY DELTA letters sit atop a computer- controlled bank of lights flashing selling messages every two seconds. Highlights of the Year The following comparative summary highlights the accomplishments of the past year in a number of major categories. Dollars are expressed in thousands, except per share figures. Per Cent 1977 1976 Change Operating .Revenues ... . .. . ... . . $1,71 9,645 $1 ,528,942 + 12% Operating Expenses ........... . $1,578,464 $1,411 ,333 + 12% Net Income .. . ....... $92,380 $70,207 + 32% Earnings Per Share . . ............. $4.65 $3.53 + 32% Revenue Passengers Enplaned ............ 28,811,966 27,996,665 + 3% Available Seat Miles (000) .. . .. .. .. . . 32,614,260 30,389,761 + 7% Revenue Passenger Miles (000) . .. ........ 18,042,339 17,621 ,247 + 2% Passenger Load Factor . ... ... . . .. .... 55.32% 57.98% - 5% 1 Report to the Stockholders We are very pleased to report that fiscal 1977 was the most successful year in the history of Delta Air Lines. Earnings totaled $92.4 million ($4.65 per share), the largest net profit ever earned in a fiscal year by any airline and 32% above the $70.2 million reported to you last year. During the past year 11 aircraft were sold for an after-tax gain of 75 per share while last year's results included an after-tax gain from aircraft sales of 20 per share. Operating revenues set a company record at $1. 72 billion, 12% above fiscal 1976. Revenue passenger miles increased 2% over last year when traffic was inflated by strikes against major competitors involving 142 strike days. The passenger mile yield was up 9%. Operating expenses were up 12% while operating capacity grew 7%. The Company's financial position was signif- icantly strengthened during the past year as total long-term debt was reduced by $137.3 million. At June 30, 1977, long-term debt totaled $265.1 million, equal to 43% of equity, one of the lowest debt to equity ratios in the airline industry. Expenditures for flight and ground equipment totaled $249 million. Both the debt repayment and the capital expenditures were financed almost entirely with internally generated funds. Progress in the fleet modernization program continued during the year with the delivery of 17 new B-727-200 aircraft. In addition, the Company purchased Storer Leasing, Inc., whose assets con- sisted of 11 B-727 aircraft and 18 spare engines, all of which were previously leased to Delta. Delta's record setting achievements in 1977, accomplished in the face of strengthened competi- tion, could not have been possible without the more than 28,500 skilled and dedicated people who make Delta truly the "Airline Run by Professionals:' Their commitment to excellence in service to Delta's customers is the foundation of the Company's success. To them we say "thank you" for a job well done. The coming year is viewed with a mixture of concern and optimism. The concern is in two 2 vitally important areas, fuel and airline regulation. Another year has passed without the implementa- tion of a national energy policy. President Carter has submitted an energy plan to Congress which it is now considering. While a new Department of Energy has been created, it is too early to tell what other legislation Congress will pass. Until a com- prehensive national policy on energy production, consumption, and conservation is developed and implemented, fuel prices and supply will continue to be a major concern. Efforts to radically alter the present regulation of the airline industry gained momentum during the year with most attention being focused on a bill introduced by Senators Cannon and Kennedy. Delta does not oppose the review and refinement of the existing statute under which air transportation is currently regulated. But the existing statute is a good one, which has fostered the development of the best air transportation system in the world, and it should not be changed fundamentally. The current version of the Cannon-Kennedy bill does propose such fundamental change. In addition, it discriminates against Delta and other carriers by unduly favoring smaller scheduled carriers, new entrants, and supplemental (charter) carriers. The bill, as now drafted, would also increase rather than decrease regulation in a number of areas. The Cannon-Kennedy bill proposes consider- able freedom for carriers to enter and exit air transportation markets without prior CAB certifi- cation. The hope is that the increased competition will produce significantly lower fares. Nothing in these proposals, however, would significantly lower airline costs and, therefore, there is no reason to believe that the legislation will result in a perma- nent reduction in airline fares. In fact, during the initial competitive battle airline costs would prob- ably rise, and substantial quantities of scarce and expensive fuel would be wasted. In the long run freer entry and exit rights would result in normal scheduled service being concentrated in the hands of a few carriers operating primarily in the larger markets. Small city and small carrier service would be retained only at the cost of increased regulation and increased subsidy by the Government. 3 While the various regulatory reform measures are being debated, the CAB has embarked upon a number of programs which will increase the degree of industry competition and result in a number of new fare experiments. In this regard, in recent months the Board has allowed almost any discount fare proposal, however diversionary, to take effect while keeping a brake on essential fare increases required to cover escalating costs. The industry cannot long endure what in essence is "deregula- tion" of fares only in the direction of fare decreases. Those changes which we believe the CAB should make to improve the nation's air transportation and which it could make under the existing statute have not yet been forthcoming. These include a reduction in the length of time required for a decision on fare and route matters and a more realistic view concerning airline costs. Optimism for the coming year stems from the belief that the economy will continue a pattern of moderate but stable growth. Personal income should continue to rise in response to the Admin- istration's efforts to reduce inflation and unemploy- ment, and airline traffic should continue to grow at a reasonably good rate. Delta's traffic is expected to grow at a faster rate than the industry's as a number of programs are implemented to improve the Company's competitive posture. These include the continued replacement of less efficient aircraft with new B-727-200's and L-101 l's, add- ing additional seats to several aircraft types, and increasing the capacity of ground facilities at several key cities, including Atlanta. Capital expenditures will continue to be financed with internally generated funds, and debt will continue to be reduced. In July, 1977, Delta's unsurpassed customer service was introduced in two new major markets, Denver and Tulsa, connecting them to the South- east with non-stop service for the first time. We are hopeful that the CAB will resubmit its recommen- dation that Delta be awarded the Atlanta-London route and that President Carter will approve it, 4 allowing us to connect the cities of the Southeast and Southwest directly to Europe. We will intensify our efforts to minimize the impact of inflation on controllable expenditures without compromising service to our customers. In summary, we look forward to fiscal 1978 as an opportunity to continue to grow and build upon our strengths and further solidify our position as the best airline in the world. ~c~ DAVID C. GARRETT, JR President WT.BEEBE Chairman of the Board and Chief Executive Officer August 26, 1977 5 Earnings and Dividends Net earnings for fiscal 1977 were $92.4 million ( $4.65 per share), a new airline industry record, and 32% above the $70.2 million ($3.53 per share) earned by Delta last year. The following chart com- pares operating results for fiscal 1977 and 1976. Per Cent 1977 1976 Change (In Th ousands) Operating Income . .. . .... $141 ,181 $117,609 + 20% Other Expense (Income): Interest Expense . . ... . . 25,983 34,634 - 25 Less-Interest Capitalized on Advances for Equipment . ... . . .. . . (2,922) (3,247) - 10 23,061 31 ,387 - 27 Gain on Disposition of Aircraft. . . . . . . ... . . . (29,403) (7,680) + 283 Realized and Unrealized Gain on Foreign Currency Translation . . (2,699) (13,357) - 80 Miscellaneous Income, Net. .. . . .. .. ..... (4,825) (2 ,284) + 111 (13,866) 8,066 Income Before Taxes . . . .. 155,047 109,543 + 42 Provision for Income Taxes: Income Taxes Provided 76,362 53,949 + 42 Less-Amortization of lnvestmentTax Credits . . . . . . . .. . . . . (13,695) (14,613) - 6 62,667 39,336 + 59 Net Income ..... .. $ 92 ,380 $ 70,207 + 32% Net Income Per Share . .. . $4.65 $3.53 + 32% Operating income increased 20% to $141.2 million on a 12% increase in both operating revenue and operating expense. Interest expense declined 25% as the result of a lower average interest rate and a reduced level of outstanding debt. Capitalized interest was down 10% due to a lower average of outstanding deposits on equip- ment on order and a lower average interest rate. Gains from the sale of aircraft rose sharply to $29.4 million, 75 per share after taxes, while fiscal 1976 results included flight equipment gains of $7.7 million or 20 per share after taxes. Gains from the translation of foreign debt totaled 6 $2.7 million, 7cJ: per share after taxes, in the current year and $13 .4 million, 34(): per share after taxes, in the previous year. Miscellaneous income increased $2.5 million. Income taxes were provided on book income at the rate of 49.25% in both the current and the previous year. The provisions for income taxes were reduced by investment tax credit amortiza- tion of $13.7 million in 1977 and $14.6 million in 1976. Dividend payments were 70cJ: per share, a 17% increase over the 60cJ: per share paid last year. Total dividend payments for the year amounted to $13.9 million. Fiscal 1977 marked the 28th consecutive year in which Delta has made cash dividend payments. Earnings per Share* In Dollars 68 69 70 71 72 73 74 75 76 77 5 4 3 2 0 *These data reflect the operations of Delta Air Lines, Inc., and do not include the ortheast Airlines' system prior to August 1, 1972. 7 Operating Revenues The following table compares operating revenues for fiscal 1977 and 1976 by major revenue categories. 1977 1976 Per Cent Change (In Thousands) ScheduledPassenger $1 ,575,642 $1,406,417 + 12% Cargo. . . . . . . . . . . . . . . 114,800 100,626 + 14 Charter. .. ... ... . . . . 13,039 5,511 + 137 Other, Net. . . . . . . . . . . 16 164 16,388 - 1 Total. .. . ... .. . . ... $1,719,645 $1 ,528,942 + 12% Total operating revenues in 1977 increased $190.7 million to $1.72 billion from the $1.53 billion reported last year. Revenues in fiscal 1976 were favorably impacted by a strike against a major competitor from September 1, 1975, to January 6, 1976, and by a strike against another competitor from December6 to December 22, 1975. Scheduled passenger revenues rose 12% or $169.2 rrullion to $1.58 billion. Revenue passenger rrules totaled 18.04 billion, a 2% gain over the 1976 results which were inflated by strikes against major competitors. The passenger rrule yield in the current year increased 9% to 8.73---+---+----+---+----+---+-11-----+--1- - - ->-1 20 f-----l---l-----l-~-+----ll.-+----+-11- - - ----+--1____,_l-f 15 t-------9...-+-----~a-+------+-ll.-+-----+-tl- - - ----+--t____, __ H 10 5 0 68 69 70 71 72 73 7 4 75 76 77 *These data reflect the operations of Delta Air Lines, Inc., and do not include the ortheast Airlines' system prior to August 1, 1972. 12 Convertible Subordinated Debentures had been acquired for future sinking fund requirements. At June30,1977, the Company had forward contracts for the purchase of pounds sterling to cover scheduled fiscal 1978 principal and interest payments on the Lazard debt. Mandatory repay- ments due in fiscal 1978 on all long-term debt total $27.6 million. Outstanding purchase commitments at year- end for aircraft and related spares will require future expenditures of approximately $618 million during fiscal years 1978 through 1981. Total stockholder equity atJune30,1977, was $620.6 million or $31.22 per share, 14% over the $27.27 per share last year. 13 Flight Equipment and Purchase Commitments During the past fiscal year Delta accepted delivery of 17 advanced model Boeing 727 -200 aircraft. The fleet was reduced by the disposition of 11 aircraft, including three B-747's, three DC-8-51's, oneB-727-100, and four DC-9-32's. At June 30,1977, Delta was operating the following aircraft fleet: Type of Aircraft Seats L-1011 .... .. . . . 264 DC-8-61 ......... 199 DC-8-51 . . 135/ 153 B-727-200. 135 B-727-100. 97 DC-9-32. . ... ..... 88/ 90 Total. Owned 21 13 10 81 4 56 185 Leased Total 21 13 10 7 88 4 ----2._ 7 192 Excluding the DC-8-51 aircraft, the average age of Delta's aircraft fleet was 5.3 years at June30,1977. Twelve DC-8-51 aircraft were removed from revenue service during the year of which three aircraft were sold. Prior to the end of the year, four DC-8-51's were temporarily returned to revenue service to meet the aircraft requirements for the new Denver and Tulsa route awards. Subsequent to the end of the year, one DC-8-51 aircraft was sold and delivered. At the end of the year, arrangements had been finalized for the sale of four DC-9-3 2 aircraft, two of which were delivered in July, 1977. The remaining two aircraft are scheduled for delivery, one in the September, 1977 quarter and one in the March, 1978 quarter. One B-727-100 has been sold and will be delivered in the September, 1977 quarter. At June 30, 1977, the Company had outstand- ing agreements for the purchase from the Boeing Company of 36 B-727-232 aircraft, 12 of which have been confirmed for delivery between Septem- ber, 1977, and July, 1978. Subsequent to the end of the fiscal year, six additional such aircraft were confirmed for delivery in the December, 1978 quarter. The Company has the right to confirm delivery dates for the remaining 18 aircraft at specified interim dates to August, 1979. These aircraft are tentatively scheduled for delivery between May, 1979, and December, 1980. The 14 Company has outstanding commitments to acquire nine Lockheed L-1011 aircraft, four of which were on firm order at year-end and two of which were subsequently placed on firm order. These six aircraft are scheduled for delivery in late 1977 through 1979. The remaining three aircraft are cancellable by specified interim dates to February 28, 1979. As a result of a shift in the mix of passenger traffic from first class to coach, Delta will implement programs during the coming year to increase the number of coach seats in the B-727-200 and L-1011 aircraft types. Six coach seats will be added to the B-727-200's replacing four first class seats, and 29 coach seats will be added to the L-1011. The changes will produce added capacity equal to two B-727-200's and three L-lOll's and significantly increase the productivity of Delta's aircraft fleet. 15 Personnel At June 30, 1977, the team of Delta Professionals numbered 28,527 (an average of 28,234 during the year), compared to the June 30, 1976 total of 27,894 (an average of 27,678 during the year), excluding temporary personnel in both years. Direct salaries totaled $579.4 million, a 13% increase over last year, and related fringe benefits increased 13% to $127.3 million. Expenditures for salaries and fringe benefits equal 41