~ .Delta Air Lines 1998 ANNUAL REPORT BUSINESS DESCRIPTION Delta Air Lines, Inc. provides scheduled air transportation over an extensive route network. Based on calendar 1997 data, the Company is the largest U.S. airline in terms of aircraft departures and passengers enplaned, and the third largest U.S. airline as measured by operating revenues and revenue passenger miles flown. Delta is the leader across the North Atlantic, offering the most daily flight departures, serving the largest number of nonstop markets and carrying the most passengers of any U.S. airline. As of August 1, 1998, the Company provided scheduled air service to 148 cities in 42 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands, and to 46 international cities in 31 countries. With its domestic and international code-share partners, Delta's route network covers 231 domestic cities in 48 states, and 118 international cities in 59 countries. In addition to scheduled passenger service, the Company provides air freight, mail and related aviation services. Delta is incorporated under the laws of the State of Delaware and is subject to government regulation under the Federal Aviation Act of 1958, as amended, as well as many other federal, state and foreign laws and regulations. The Company's corporate headquarters is in Atlanta, Georgia. OPERATING REVENUE PER AVAILABLE SEAT MILE In Cents ::1 9.33 9.53 9.94 10.09 1998 8.00 8.75 9.50 10.25 11.00 Unit revenue increased 2% due primarily to record passenger traffic levels, increased contributions from cargo and other non-passenger revenue. OPERATING INCOME * In Billions of Dollars 1.6 :: :r-==-==-==-==-==:=::- 0 . _ 7 ___________________ 1._ 3 __ 1998 . , - - - - - - - - - - - - - - - - 1.7 0 0.5 1.0 1.5 2.0 A strong revenue performance combined with solid cost control drove record operating income of $1.7 billion. SHAR E OWNERS ' EQUITY In Billions of Do!lars :: : 1;:;:;:;:;:;:;::_ / : _ 8:_- ::_- ::_- _ 2 : .5 :~ -3- .0--------- 1998 . , - - - - - - - - - - - - - - 4.0 I 2 3 4 5 Record net income of $1.0 billion in fiscal 1998 increased shareowners' equity by 33% to $4.0 billion. OPERATING COST PER AVAILABLE SEAT MILE* In Cents :::1 8.83 8.54 8.18 8.88 1998 8.00 8.15 9.50 10.25 11.00 Unit cost increased slightly despite significant investments in customer service. Lower aircraft fuel prices contributed to the strong cost performance. DILUTED INCOME PER COMMON SHARE * In Dollars ;:-1 4.01 8.51 11.44 12.68 1998 3 6 9 12 Record net income for the third consecutive year resulted in an 11 % increase in diluted income per common share. :: I 1998 0 LONG-TERM DEBT AND CAPITAL LEASES In Billions of Dollars ---------------3.3 -----------2.3 - - - - - - - - - - 2. 1 -------- 1.9 I 2 3 15 4 Scheduled debt repayments and voluntary debt repurchases have reduced total long-term debt and capital leases by 40% since fiscal 1995. *Excludes restructuring and other non-recurring charges and the cumulative effect of an accounting change. FINANCIAL HIGHLIGHTS F ISCAL Y EAR ENDED J UNE 3 0 , 1998 Dollar amounts in millions, except per share data. Excludes restructuring and other non-recurring charges. Operating Revenues Operating Expenses Operating Income Operating Margin Net Income Basic Income Per Common Share Diluted Income Per Common Share Dividends Declared on Common Stock Dividends Per Common Share Common Shares Issued and Outstanding at Year End Debt-to-Equity Position Passenger Mile Yield Operating Revenue Per Available Seat Mile Operating Cost Per Available Seat Mile O PERATING H IGHLIGHTS FI SCAL Y EAR E NDED J UNE 30, 1998 Excludes restructuring and other non-recurring charges. Revenue Passengers Enplaned (Thousands) Revenue Passenger Miles (Millions) Available Seat Miles (Millions) Passenger Load Factor Breakeven Passenger Load Factor Cargo Ton Miles (Millions) Cargo Ton Mile Yield Fuel Gallons Consumed (Millions) Average Aircraft Fuel Price Per Gallon Number of Aircraft in Fleet at Year-End Average Age of Aircraft Fleet at Year-End (Years) Stage 3 Aircraft at Year-End (As a Percent of Total Aircraft) Average Seats Per Aircraft Mile Average Passenger Trip Length (Miles) Average Aircraft Flight Length (Miles) Average Aircraft Utilization (Hours per Day) Full-Time Equivalent Employees at Year-End 1998 $ 14,138 $ 12,445 $ 1,693 12.0% $ 1,001 $ 13.28 $ 12.68 $ 15 $ 0.20 75,225,197 32%/68% 12.83 10.09 8.88 1998 104,148 101,136 140,149 72.2% 62.8% 1,745 33.35 2,664 56.54 569 12.3 81% 180 971 804 8.7 70,846 $ $ $ $ $ $ $ $ 1997 ___ Change 13,594 12,011 1,583 11.6% 886 11.81 11.44 15 0.20 73,695,987 41 %/59% 12.79ENSES Operating expenses in fiscal 1998 totaled $12.4 billion, up 3% from $12.1 billion in fiscal 1997. Operating cost per available seat mile increased 1 % to 8.88. Operating Expense Detail (In Millions) 1998 1997 Change alaries and Related Costs $ 4,850 $ 4,534 7% Aircraft Fuel 1,507 1,722 (12) Passenger Commissions 980 1,01 7 (4) Depreciation and Amortization 861 710 21 Contracted Services 694 630 10 Other Selling Expenses 681 677 Landing Fees and Other Rents 649 649 Aircraft Rent 552 547 Aircraft Maintenance Materials and Outside Repairs 495 434 14 Passenger Service 450 389 16 Restructuring and Other on-recurring Charges 52 Other 726 702 3 Total $12,445 $12,063 3% Salaries and related costs increased 7% due to an 8% increase in full-time equivalent employees, primarily in cus- tomer service areas, and compensation and benefit enhance- ments for non-contract domestic employees, which became effective July 1, 1997. Aircraft fuel expense decreased 12% as the average fuel price per gallon declined 15% to 56.54. Passenger commissions expense decreased 4% due to the implementation of a lower commission race structure in the September 1997 quarter and increased utilization of lower cost distribution channels, partially offset by higher total commissions resulting from increased passenger revenue. Depreciation and amortization expense increased 21 % due to the acquisition of additional aircraft and ground equip- ment, as well as increased investment in information systems. Contracted services expense rose 10% due to higher infor- mation technology coses and increased airport contract expenses associated with customer service initiatives and higher passenger volume. Aircraft maintenance materials and outside repairs expense increased 14% largely due to increased scheduled maintenance visits. Passenger service expense increased 16% due to onboard service enhance- ments and increased passenger traffic. 26 D E L T A A I R L I N E S Operating Statistics 1998 1997 Change Available Seat Miles (Millions) 140,149 136,821 2% Operating Margin 12.0% 11.3% 0.7 pts. Fuel Gallons onsumed (Millions) 2,664 2,599 3% Average Fuel Price Per Gallon 56.54 66.23 (15)% Breakeven Passenger Load Factor 62.7% 62.7% Operating ost Per Available Seat Mile 8.88 8.82 1% OTHER INCOME (Ex.PENSE) Ocher expense for fiscal 1998 decreased $71 million to $45 million, primarily due to lower interest expense result- ing from lower average levels of debt outstanding and higher interest income resulting from higher cash balances. In addition, fiscal 1997 other expense included a $20 mil- lion payment to settle certain class action antitrust lawsuits filed by travel agents. FISCAL 1997 COMPARED WlTH FISCAL 1996 For fiscal 1997, Delta recorded operating income of$ 1. 5 bil- lion and net income of $854 million ($11.39 basic and $11.03 diluted income per common share). In fiscal 1996, Delea recorded operating income of $463 million and net income of $156 million ($1.43 basic and diluted income per common share). As discussed previously, fiscal 1997 results include pretax restructuring and other non-recurring charges of $52 million. Fiscal 1996 results include pretax restructur- ing and other non-recurring charges totaling $829 million ($506 million after-tax or $9.77 per common share) related to the write-down of Delta's L-1011 fleet and certain cost reduction initiatives. OPERATING REVENUES Operating revenues for fiscal 1997 were $13 .6 billion, up 9% from $12.5 billion in fiscal 1996. Passenger revenue increased 8%, the result of 10% growth in revenue passenger miles partially offset by a 2% decline in the passenger mile yield. Domestic passenger revenue increased 9%, to $10.3 bil- lion, reflecting a 13% increase in domestic revenue passenger miles on a 6% increase in domestic capacity, and a 3% decline in the domestic passenger mile yield. Domestic traffic growth was primarily due to the Company's realignment of domes- tic routes which increased Delta's operations at its Atlanta and Cincinnati hubs; reduced operations by a competitor; and favorable economic conditions. The decrease in the domestic passenger mile yield was due to the use of more competitive pricing strategies and the reimposition of the U.S. transportation excise tax on March 7, 1997. International passenger revenue rose 1 %, to $2.2 billion, due to a 3% increase in international revenue passenger miles which was largely offset by a 2% decline in the international passenger mile yield. The increase in international revenue passenger miles was primarily due to improved asset utiliza- tion and favorable economic conditions. The decrease in the international passenger mile yield was due to the Company's use of more competitive pricing strategies. Cargo revenues increased 6% to $554 million, reflect- ing a 12% increase in cargo ton miles and a 5% decline in cargo ton mile yield. Other revenues were up 68% to $535 million, mainly due to increased revenues from expanded joint marketing programs and improved results from code-sharing arrangements. OPERATING EXPENSES Operating expenses in fiscal 1997 totaled $12.1 billion, up 1 % from $12.0 billion in fiscal 1996. Operating capacity increased 5% to 136.8 billion available seat miles, and oper- ating cost per available seat mile decreased 4% to 8.82