Calendar Year 2000 Annual Report Delta Air Lines, Inc. Because Delta is changing its 12-month financial reporting period from a fiscal year ending June 30 to a calendar year ending December 31, we gain this addi- tional opportunity to review with you the progress our company has made. Given the pace and signifi- cance of events in the aviation industry since our fiscal year 2000 annual report was distrib- uted in September, this update is well-timed. It allows us to review for you both our accomplishments during calendar year 2000 and the challenges we face as the industry moves forward through what is arguably its most tumultuous period ever. Following the crowded summer travel period which put the spotlight on the serious air traffic and airport capacity problems, we are now fac- ing labor issues, a trend toward industry consolidation and an eco- nomic downturn. While Delta's management team is taking a real- istic view of these matters, we also know that over the past three years we have made good progress toward well-defined strategic objec- tives. As a result, we have estab- lished a strong foundation. We believe we are prepared to move through this challenging period and emerge with the position and strength necessary to continue growing profitably. *Excludes unusual items SOUND FINANCIAL RESULTS Delta's performance over the last year in operational and financial areas was once again strong, and the fundamentals of our business remain solid. During 2000, we: Earned $897 million* in net income, the highest of any airline; Recorded an operating margin of 10.4%*, the fifth consecutive year of double-digit margins; Maintained an 8% cost advantage over the industry average; Sold 9% of Delta tickets on-line and launched a new delta.com Web site; Announced plans for a major $1.6 billion terminal expansion at New York-Kennedy airport; Grew our international presence through the SkyTeam alliance and our successful growth to all major Latin American cities; Finished in the top tier of the major U.S. Department of Transportation customer service measures and; Enplaned 120 million passen- gers, more than any other air- line in the world. These are solid results achieved despite the significant challenges we encountered in the course of the year. LETTER TO SHAREOWNERS "We believe we are prepared to move through this challenging period and emerge with the position and strength necessary to continue growing profitably." "Delta's advantages derive from our core strengths, including a balanced hub network with room for expansion, an 8% cost advantage over the industry average and a workforce that is 83% union free." 2 WORKING TOWARDS AN AGREEMENT WITH ALPA Delta and the Air Line Pilots Association, International (ALPA), the union representing Delta's approximately 9,800 pilots, have been in contract talks since September 1999. Progress has been made during this time, and Delta's negotiating position has remained constant: We are commit- ted to top pay for top performance for all employee groups, including pilots. However, Delta must retain the strategic flexibility needed to make the decisions and pursue the options that will allow us to support this commitment. Currently, Delta and ALPA are engaged in an aggressive schedule of negotiations with the assistance of federal mediators. Our constant and primary goal is to reach a con- tract that is fair and mutually bene- ficial and to reach it sooner rather than later. THE TREND TOWARD CONSOLIDATION The most compelling industry development in the last year has been the growing trend toward consolidation. Currently, four of the seven major hub and spoke carriers-American Airlines, Trans World Airlines, United Airlines and US Airways-are involved in pro- posed transactions. These propos- als, if approved, would lead to basic structural and competitive changes in the nation's air trans- portation industry. Delta is carefully weighing our response to this potential major shift in the industry structure. We have the opportunity to continue pursuing our goals without a merger or acquisition, for we believe in our ability to compete effectively given our considerable strategic advan- tages. Delta's advantages derive from our core strengths, including a balanced hub network with room for expansion, an 8% cost advan- tage over the industry average and a workforce that is 83% union free. If we determine that our best strategic option is to pursue a merger or acquisition, either now or in the future, we will do that. You can be sure that any such step will be carefully evaluated in view of the interests of our shareowners and its capacity to advance and strengthen our company to the ben- efit of our customers and employ- ees. In a service industry such as ours, the interests of each con- stituency must be served to ensure the success of all constituencies. Shareowners-who provide the capital Delta requires to support both customer and employee needs-want the superior shareowner value that comes from a company that suc- ceeds through high levels of cus- tomer satisfaction provided by a dedicated workforce. Customers-the source of Delta's income-want a smooth and seamless travel experience to the destinations they choose. Employees-who provide the travel experience for our cus- tomers-want to work for a com- pany that offers the security and rewards that are associated with corporate success and that gives them the tools they need to serve our passengers' needs. We know that such transac- tions have profound implications. Our commitment to you is that we will make any related de.cisions with an unwavering foe.us on serv- ing the best interests of our con- stituencies. THE ECONOMIC OUTLOOK The economic environment is also of concern as we enter 2001. Gross Domestic Product estimates now show contraction for the first quar- ter of 2001, and most Wall Street banks predict flat or negative growth for the first six months of the year. While we at Delta do not see signs of a full recession yet, we do believe that 2001 will not yield the level of revenue gains gener- ated in 2000. As a result, Delta is managing our company with a tough-minded focus on costs. We are confident that Delta has the cost discipline, cash flow and bal- ance sheet strength to sustain us in this uncertain economy. LOOKING TO THE FUTURE Going forward, the task before us is significant as the issues of labor and consolidation play out against the backdrop of a slowing economy. Nonetheless, Delta remains confi- dent that these event-driven issues will, for the most part, be resolved in the next several months as a con- tract is reached with our pilots, as decisions are made about the direc- tion consolidat, ion will take, and as the expected upturn of the econ- omy begins later this year. We believe these changes will leave Delta poised to continue growing profitably from a solid foundation and a clear strategic focus. Leo F. Mullin Chairman and Chief Executive Officer February 15, 2001 3 Glossary of Defined Terms Accumulated Postretirement Benefit Obligation- a measure of the deferred compensation obligation, other than pensions, that Delta has to its employees under postretirement welfare benefit plans. Air Traffic Liability-an estimate of the amount received for passenger ticket sales and cargo trans- portation services which have not yet been provided. As the transportation service is provided by Delta, the amount is removed from air traffic liability and recog- nized as revenue. ASM-Available Seat Mile. A measure of capacity which is calculated by multiplying the total number of seats available for transporting passengers by the total number of miles flown during a reporting period. Cargo Ton Miles-the total number of tons of cargo transported during a reporting period, multiplied by the total number of miles cargo is flown. CASM-(Operating) Cost per Available Seat Mile. The amount of operating cost incurred per available seat mile during a reporting period. Also referred to as unit cost. Collective Bargaining Agreement-an agreement between an employer and a union representing a group of employees which details pay rates and working conditions for that group of employees. Common Stock-the common stock, par value $1.50 per share, of Delta Air Lines, Inc. ER/SA-The Employee Retirement Income Security Act of 197 4. This federal law governs employee benefit and retirement plans. Net Debt-to-Capital Position-a measure of leverage which is calculated by dividing net debt by total capi- talization. Net debt includes short-term and long-term debt, capital lease obligations and the present value of operating lease obligations, reduced by cash and short-term investments. Capital includes net debt and shareowners' equity, including the Series B ESOP Convertible Preferred Stock. Financial Review Management's Discussion and Analysis of Financial Condition and Results of Operations Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Cash Flows Consolidated Statements of Shareowners' Equity Notes to the Consolidated Financial Statements DELTA A I R L IN ES , IN C . Non-Fuel CASM-the amount of operating cost incurred per available seat mile during a reporting period, excluding aircraft fuel expense. Operating Margin-operating income divided by operating revenues. Passenger Load Factor-a measure of aircraft utilization which is calculated by dividing RPMs by ASMs for a reporting period. Passenger Mile Yield-the amount of passenger revenue earned per revenue passenger mile during a reporting period. Projected Benefit Obligation-a measure of the deferred compensation obligation that Delta has to its employees under its pension plans. RASM-(Operating) Revenue per Available Seat Mile. The amount of operating revenue earned per avail- able seat mile during a reporting period. Also referred to as unit revenue. RPM-Revenue Passenger Mile. One revenue-paying passenger transported one mile. RPMs are calcu- lated by multiplying the number of revenue passen- gers by the number of miles they are flown for the reporting period. Series B SOP Convertible Preferred Stock- convertible preferred stock, $1.00 par value, $72.00 stated and liquidation value, which is allocated to participants as part of the Employee Stock Ownership Plan (ESOP). Ton Mile Yield- amount of cargo revenue earned per cargo ton mile during a reporting period. Working Capital Position-calculated as current assets minus current liabilities. 6 Report of Management 14 Report of Independent Public Accountants 16 Consolidated Summary of Operations 17 Officers and Board of Directors 18 Shareowner Information 35 35 36 38 40 19 Delta's Aircraft Fleet Back Cover 5 6 Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations 2000 COMPARED TO 1999 Net Income and Earnings per Share (EPS) Our net income excluding the unusual items described below was $897 million ($6.81 diluted EPS) in 2000, compared to $1.0 billion ($6. 79 diluted EPS) in 1999. Net income including unusual items totaled $828 million in 2000 ($6.28 diluted EPS), compared to $1.2 billion in 1999 ($8.15 diluted EPS). This Annual Report includes audited Consolidated Balance Sheets as of December 31, 2000 and 1999 and audited Consolidated Statements of Income, Cash Flows and Shareowners' Equity for the years ended December 31, 2000, 1999 and 1998. Unusual Items Our results of operations for 2000 and 1999 include the following unusual items which are collectively referred to in this Annual Report as "unusual items. " 2000 Gains: Gains from the sale of investments totaling $301 mil- lion ($184 million after tax, or $1.40 diluted EPS). This includes a pretax cash gain of $73 million from the sale of 1.2 million shares of the common stock of priceline.com Incorporated (priceline) and a pretax non-cash gain of $228 million from the exchange of six million shares of priceline common stock for priceline preferred stock. (See Note 2 of the Notes to the Consolidated Financial Statements.) A one-time, non-cash gain of $16 million ($10 million after tax, or $0.07 diluted EPS), related to our equity investment in WORLDSPAN, L.P. (Worldspan). The gain represents Delta's share of Worldspan's favor- able outcome from certain arbitration proceedings. Charges: A $100 million charge from the cumulative effect of a change in accounting principle, net of tax ($0. 77 diluted EPS), resulting from our adoption of Statement of Financial Accounting Standards (SFAS) 133, "Accounting for Derivative Instruments and Hedging Activities, " as amended. SFAS 133 requires us to record all derivative instruments on the balance sheet at fair value, and to recognize in the income statement certain non-cash changes in these fair values. For additional information regard- ing our implementation of SFAS 133, see Note 3 of the Notes to the Consolidated Financial Statements. DELTA AIR LINES , INC . Non-cash charges for fair value adjustments under SFAS 133 totaling $159 million ($97 million after tax, or $0. 7 4 diluted EPS). These charges relate to derivative instruments we use in our fuel hedging program and to our equity warrants and other simi- lar rights in other companies, primarily priceline. Asset writedowns and other special charges totaling $108 million ($66 million after tax, or $0.50 diluted EPS). This includes pretax charges of $86 million for an early retirement medical option program and $22 million related to our decision to close our Pacific gateway in Portland, Oregon. A charge totaling $7 million ($4 million after tax, or $0.03 diluted EPS) for the early extinguishment of certain debt obligations. 1999 Gains: Gains from the sale of investments totaling $927 million ($565 million after tax, or $3.83 diluted EPS). This includes the following pretax cash gains: (1) $711 million from the sale of 11.1 million shares of priceline common stock; (2) $137 million from the sale of our equity inter- est in Singapore Airlines Limited; (3) $29 million from the sale of our equity interest in SAirGroup, the holding company of Swissair; and (4) $50 mil- lion from the sale of a portion of our interest in Equant N.V. (Equant), an international data net- work services company. (See Note 2 of the Notes to the Consolidated Financial Statements.) Charges: Asset writedowns and other special charges total- ing $469 million ($286 million after tax, or $1.94 diluted EPS). This includes pretax charges of $320 million for an asset writedown resulting from our decision to retire certain aircraft earlier than previously planned and $149 million for asset impairment losses and costs incurred to streamline certain operations. (See Note 8 of the Notes to the Consolidated Financial Statements.) A $54 million charge from the cumulative effect of a change in accounting principle, net of tax ($0.37 diluted EPS), resulting from our January 1, 1999 adoption of SEC Staff Accounting Bulletin (SAB) 101, "Revenue Recognition in Financial Statements." SAB 101 required us to change our method of accounting for the sale of frequent flyer mileage credits to participating partners. (See Note 5 of the Notes to the Consolidated Financial Statements.) A charge totaling $40 million ($24 million after tax, or $0.16 diluted EPS) for the early extinguish- ment of certain long-term debt obligations. Acquisition of Comair Holdings, Inc. and ASA Holdings, Inc. Delta strengthened its competitive posit ion by acquiring Comair Holdings, Inc. (Comair Holdings) and ASA Holdings, Inc. (ASA Holdings) in 1999. Comair Holdings and ASA Holdings are the parent companies of regional jet carriers Comair, Inc. (Comair) and Atlantic Southeast Airlines, Inc. (ASA), respectively. Our consolidated results of operations for 2000 include the results of operations of Comair Holdings and ASA Holdings for the entire year. Our 1999 consolidated results of operations include the results of operations of Comair Holdings from November 22, 1999 and ASA Holdings from April 1, 1999. (See Note 18 of the Notes to the Consolidated Financial Statements.) Operating Revenues (In Millions of Dollars) $l 6 , 7 41 $14,883 $14,312 1998 1999 2000 Operating Revenues Operating revenues were $16. 7 billion in 2000, increasing 12% from $14.9 billion in 1999. Passenger revenues grew 12% to $15. 7 billion, reflecting a 6% increase in RPMs on capacity growth of 5%, and a 5% increase in passenger mile yield to 13.86. Excluding Comair and ASA, RPMs grew 3% on capacity growth of 2%. North American Passenger Revenues - North American passenger revenues grew 11% to $13.2 billion. RPMs increased 6% on capacity growth of 6%, while passen- ger mile yield increased 4%. The increase in RPMs is due to the inclusion of Comair and ASA, continued favorable economic conditions and the expansion of our fleet. The growth in traffic was partially offset by flight cancellations due to severe winter weather conditions and reduced flying by some Delta pilots. The increase in passenger mile yield was largely a result of the full-year impact of Comair and ASA and improved revenue management systems, partially offset by increased low-fare competition and capac- ity increases by competitors. International Passenger Revenues- International passenger revenues increased 20% to $2.5 billion during 2000. RPMs rose 7% on capacity growth of 5%, and passenger mile yield increased 12%. RPM growth is primarily a result of our continuing expan- sion into Latin America, which resulted in 24% traffic growth in that region during the year. Increased passenger mile yield reflects strong demand and improved revenue management systems. Cargo and Other Revenues-Cargo revenues increased 4% to $583 million, reflecting a 6% rise in cargo ton miles partially offset by a 2% decline in ton mile yield. The increase in cargo ton miles was primarily caused by overall capacity increases and higher mail volume from the growth in ~ommerce activity. The decrease in ton mile yield was due to pricing pres- sure from industry-wide capacity growth in interna- tional markets. Other revenues increased 34% to $501 million, mainly a result of higher revenues from joint marketing programs, codeshare activity and administrative service charges. I CASM* 9.68 8.80 8.90 1998 1999 2000 * Excludes asset writedowns and other special charges Operating Expenses Excluding asset writedowns and other special charges, operating expenses for 2000 totaled $15.0 billion , increasing 15% from $13.1 billion in 1999. CASM rose 9% to 9.68, while non-fuel CASM increased 6% to 8.41. Including asset writedowns and other spe- cial charges, operating expenses increased 11% to $15.1 billion, CASM increased 6% to 9.75, and non-fuel CASM grew 3% to 8.48. Operating capacity grew 5% to 155 bil- lion ASMs. Salaries and related costs increased 15% during 2000. The average number of full-time equivalent employees increased 13%, primarily due to the inclu- sion of Comair and ASA. Excluding Comair and ASA, headcount increased 2%. The increase in salaries and related costs also reflects salary increases of 3% for pilots on January 1, 2000, and 3% for most domestic non-union employees on April 1, 2000. Aircraft fuel expense increased 39% in 2000. The average fuel price per gallon rose 32% to 67 .38. Total gallons consumed increased 5% due to increased operations on a 5% inqrease in capacity. Delta's fuel cost is shown net of fuel hedge gains of $684 million in 2000 and $79 mil- lion in 1999. Approximately 67% and 75% of our aircraft fuel requirements were hedged during 2000 and 1999, respectively. Depreciation and amortization expense rose 12% in 2000 due to the acquisition of additional air- craft and ground equipment, as well as the full-year impact of Comair and ASA. Other selling expenses increased 10%, primarily caused by higher credit card charges and booking fee payments from higher passenger volume. Passenger commissions expense declined 16%, due to changes to the travel agent commission rate structure and our customers' increased use of lower- 7 8 Management's Discussion and Analysis of Financial Condition and Results of Operations cost distribution channels such as the Internet. Internet sales accounted for approximately 9% of total revenue flown in 2000 compared to 4% in 1999. Contracted services expense increased 17% in 2000, a result of the inclusion of an entire year of Comair and ASA, as well as higher costs related to customer service and technology initiatives. Landing fees and other rents increased 7%, air- craft rent expense increased 19%, and aircraft mainte- nance materials and outside repair expense grew 22%, mainly a result of the inclusion of Comair and ASA. Passenger service expense decreased 6%, reflecting process improvements which streamlined our catering operations. Other costs increased 13% due to higher professional fees, supply costs and interrupted operations expenses, as well as the inclusion of Comair and ASA. Operating Income and Operating Margin Excluding asset writedowns and other special charges, operating income was $1.7 billion in 2000, compared to $1.8 billion in 1999. Operat- ing margin decreased to 10.4% during 2000 from 12.0% in 1999. Operating income including asset writedowns and other special charges totaled $1.6 billion in 2000 and $1.3 billion in 1999. Operating margin was 9.8% in 2000, compared to 8.9% in 1999. Other Income (Expense) Other expense totaled $88 million during 2000, compared to other income of $775 million in 1999. This change is primarily attributable to the following: gains from the sale of investments in 1999 exceeded gains in 2000 by $626 million (see Note 2 of the Notes to the Consolidated Financial Statements); the fair values of SFAS 133 derivatives were reduced by $159 million in 2000 (see Note 3 of the Notes to the Consolidated Financial Statements); and net interest expense increased $145 million in 2000, due to higher levels of outstanding debt and higher interest rates. 1999 COMPARED TO 1998 Net Income and Earnings per Share Net income excluding unusual items totaled $1.0 billion in 1999 ($6. 79 diluted EPS). Net income including unusual items was $1.2 billion during 1999 ($8.15 diluted EPS), compared to $1.1 billion in 1998 ($6.87 diluted EPS). There were no unusual items in 1998. Our 1999 results include the results of operations of Comair Holdings from November 22, 1999 and of ASA Holdings from April 1, 1999. (See Note 18 of the Notes to the Consolidated Financial Statements.) DELTA A I R L IN ES , IN C . Operating Revenues Operating revenues were $14.9 billion for 1999, increasing 4% from $14.3 billion in 1998. Passenger revenue growth of 4% reflects a 3% increase in RPMs on 3% capacity growth and a 1% increase in passen- ger mile yield. North American Passenger Revenues-North American passenger revenues grew 6% to $11. 7 billion, driven by a 3% increase in RPMs on capacity growth of 4% and a 3% rise in passenger mile yield. The increase in RPMs was a result of favorable economic conditions and increased traffic, the inclusion of ASA and the expansion of our fleet. Passenger mile yield grew due to fare increases during the June 1999 quarter and improved asset utilization, partially offset by increased low-fare competition and matching sale fares imple- mented by a competitor after its pilot strike. International Passenger Revenues- International passenger revenues decreased 5% to $2.3 billion during 1999. A 2% increase in RPMs on capacity growth of 1% was offset by a 6% decline in passen- ger mile yield. The increase in RPMs primarily reflects the addition of new Atlantic routes and continued expansion into Latin American markets. The decline in passenger mile yield is primarily a result of increased competitive pressures due to industry-wide capacity growth in the Atlantic and Latin American markets. Demand in the Pacific also decreased during 1999, driven by the Asian economic slowdown. Cargo and Other Revenues-Cargo revenues declined 1% to $561 million during 1999, reflecting a 2% increase in cargo ton miles offset by a 3% decrease in ton mile yield. Other revenues increased 18%, mainly a result of higher revenues from codeshare programs. Operating Expenses Excluding asset writedowns and other special charges, operating expenses rose 5% in 1999. CASM increased 1% to 8.90, and non-fuel CASM increased 1% to 7.94. Including asset writedowns and other special charges, operating expenses increased 8% to $13.6 billion. CASM increased 5% to 9.22 while non-fuel CASM grew 5% to 8.26. Operating capacity rose 3% to 147 billion ASMs. Salaries and related costs increased 6% due to 7% growth in the average number of full-time equiva- lent employees and a 2% general salary increase. Aircraft fuel expense increased 3%, due to a slight increase in the average fuel price per gallon and a 3% increase in gallons consumed. Our fuel cost in 1999 is net of $79 million in gains resulting from fuel hedge contracts. Depreciation and amortization expense rose 17% due to the acquisition of additional aircraft and ground equipment, as well as the inclusion of ASA in 1999. Other selling expenses decreased 1%. Passenger commissions fell 17%, a result of lower effective commission rates and increased utilization of lower- cost distribution channels. Contracted services expense increased 13% due to expanded operations into new and existing markets, contract rate increases and the inclusion of ASA. Landing fees and other rents rose 8% and aircraft rent increased 9%, primarily due to expanded operations and the inclusion of leased aircraft at ASA. Aircraft maintenance and outside repairs increased 13%, due to outside repairs expense at ASA. Passenger service expense increased 1% as a result of higher supply costs. Other operating expenses decreased 3%, caused by lower profes- sional fees and navigation charges. Operating Income and Operating Margin Excluding asset writedowns and other special charges, operating income totaled $1.8 billion in 1999, and operating margin was 12.0%. Including asset writedowns and other special charges, operating income totaled $1.3 billion in 1999, compared to $1.8 billion in 1998. Operating margin was 8.9% in 1999, compared to 12.6% in 1998. Other Income (Expense) Other income increased $802 million to $775 million during 1999. The increase was due to gains from the sale of investments of $927 million, which were partially offset by increased interest expense due to higher levels of outstanding debt and a $40 million loss from the early extinguishment of debt obligations. Capital Expenditures (In Millions of Dollars) $4,060 $3,055 $2,723 1998 1999 2000 Financial Condition and Liquidity 2000 Cash and cash equivalents and short- term investments totaled $1.6 billion at December 31, 2000, compared to $2.3 billion at December 31, 1999. We reinvested $4 billion into our business during 2000, buying new aircraft, customer service improvements and technology upgrades. Our principal sources and uses of cash during 2000 are summarized below. Sources Generated $2.9 billion of cash from operations. Issued $1.5 billion of secured equipment notes. Borrowed $301 million from the Development Authority of Clayton County to prepay bonds that had been issued to finance certain Delta facili- ties at Hartsfield Atlanta International Airport. Generated $336 million from the sale/leaseback of regional jets and $48 million from the sale of other flight equipment. Received $73 million from the sale of priceline common stock. Issued 729,426 shares of common stock for $33 million. These shares were primarily issued under our broad-based employee stock option plans. Uses Invested $3.4 billion in flight equipment and $634 million in technology and ground property and equipment. Paid $972 million on debt and capital lease obligations. Repurchased 10.6 million shares of common stock for $502 million. Paid $232 million to complete the acquisition of Comair Holdings. Paid $40 million in cash dividends on preferred and common stock. As of December 31, 2000, we had a negative working capital position of $2.0 billion. A negative working capital position is normal for us, primarily due to our air traffic liability, and does not indicate a lack of liquidity. We expect to meet our obligations as they become due through available cash, short- term investments and internally generated funds, sup- plemented as necessary by debt financings and proceeds from aircraft sale and leaseback transac- tions. At December 31, 2000, we had $1.25 billion of credit available under our 1997 Bank Credit Agree- ment. (See Note 7 of the Notes to the Consolidated Financial Statements.) Long-term debt and capital lease obligations, including current maturities, totaled $6.0 billion at December 31, 2000, compared to $5.0 billion at December 31, 1999. The increase is primarily due to our issuance in November 2000 of $1.5 billion princi- pal amount of secured equipment notes for general corporate purposes, a portion of which was used to prepay $500 million that we had borrowed under a credit facility to acquire ASA Holdings. Shareowners' equity was $5.3 billion at December 31, 2000 and $4.9 billion at December 31, 1999. Our net debt-to-capital position was 71% at December 31, 2000, compared to 68% at December 31, 1999. For additional information 9 Management's Discussion and Analysis of Financial Condition and Results of Operations regarding Delta's credit agreements and long-term debt, see Note 7 of the Notes to the Consolidated Financial Statements. PRIOR YEARS 1999 During 1999, our principal sources of funds were $2.6 billion of cash from operations, $5.0 billion from the issuance of long-term and short-term debt, and $1.4 billion from the sale of investments and flight equipment. In addition, we received $104 mil- lion from the issuance of common stock. We invested $2.5 billion in flight equipment and $558 million in ground property and equipment. We also invested $1.6 billion to acquire Comair Holdings and $700 mil- lion to acquire ASA Holdings and made payments of $2.2 billion on debt and capital lease obligations. In addition, we repurchased $625 million of common stock and paid $43 million in cash dividends on pre- ferred and common stock. 1998 During 1998, our principal sources of funds were $2.7 billion of cash from operations, $402 mil- lion from the issuance of long-term and short-term debt, and $168 million from the issuance of common stock. We invested $2.1 billion in flight equipment and $633 million in ground property and equipment and made payments of $400 million on debt and capital lease obligations. We also repurchased $694 million of common stock and paid $43 million in cash dividends on preferred and common stock. Financial Position DECEMBER 31, 2000 COMPARED TO DECEMBER 31, 1999 This section discusses certain changes in our Consolidated Balance Sheets which are not otherwise discussed in Management's Discuss- sion and Analysis. The current portion of fuel hedge contracts at fair market value totaled $319 million at December 31, 2000. As a result of the adoption of SFAS 133, fuel hedge derivative contracts are recorded at their market value and presented separately on our bal- ance sheet. (See Note 3 of the Notes to the Consolidated Financial Statements.) Prepaid expenses and other current assets decreased 29%, or $220 million, during 2000, a result of adopting SFAS 133. In accordance with the transition provi- sions of SFAS 133, premiums paid on fuel hedge derivative contracts were written off during the 10 D E LTA AIR LIN E S , INC . period. (See Note 3 of the Notes to the Consolidated Financial Statements.) Investments in debt and equity securities decreased 36%, or $189 million, due to fair value adjustments of these investments and the sale of a portion of our priceline common stock. Investments in associated companies increased 98%, or $110 million, primarily due to higher equity earnings from Worldspan and an additional investment in a special purpose subsidiary (see Note 17 of the Notes to the Consolidated Financial Statements). Other noncurrent assets increased 60%, or $401 mil- lion. The increase is a result of the prepayment of certain lease obligations and fair value adjustments to long-term fuel hedge contracts. Accounts payable and miscellaneous accrued liabilities increased 14%, or $27 4 million. The increase in accounts payable is mainly due to more favorable payment terms in 2000. Increased fuel consumption and rising fuel prices also resulted in higher payable balances. Our net deferred tax liability increased $427 mil- lion. This is a result of a deferred tax provision of $396 million in 2000 (see Note 6 of the Notes to the Consolidated Financial Statements) and $31 million which is primarily attributable to the deferred tax impact of unrealized gains on marketable equity securities and derivative instruments and the adop- tion of SFAS 133. COMMITMENTS Estimated future expenditures for aircraft and engines on firm order as of January 26, 2000 totaled $9.6 billion. In addition, we have planned capital expenditures of $622 million for the twelve months ending December 31, 2001, for airport and facility improvements and the purchase of ground equipment and other assets. (See Notes 9 and 10 of the Notes to the Consolidated Financial Statements for addi- tional information regarding our lease obligations and purchase commitments.) MARKET RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS Delta has market risk exposure related to air- craft fuel prices, stock prices, interest rates and for- eign currency exchange rates. The market risk is the potential negative impact of adverse changes in these prices or rates on our consolidated financial statements. To manage the volatility relating to these exposures, we periodically enter into deriva- tive transactions pursuant to stated policies. (See Notes 3 and 4 of the Notes to the Consolidated Financial Statements.) Management expects adjust- ments to the fair value of derivative instruments accounted for under SFAS 133 to result in ongoing volatility in earnings and shareowners' equity. The following sensitivity analyses do not consider the effects that an adverse change would have on demand for air travel, the economy as a whole, or additional actions by management to miti- gate our exposure to a particular risk. For these and other reasons, the actual results of changes in these prices or rates may differ materially from the following hypothetical results. Aircraft Fuel Price Risk Our results of operations can be significantly impacted by changes in the price of aircraft fuel. To manage this risk, we periodically enter into heating oil derivative contracts, such as forwards and options, to hedge a portion of our projected annual fuel requirements. Heating oil prices have a high correla- tion to aircraft fuel prices, making heating oil deriva- tives effective in offsetting changes in aircraft fuel prices. The following table shows our hedged position for the years ending December 31, 2001 and 2002 based on instruments held at December 31, 2000 and our projected annual aircraft fuel requirements: Average Percent Hedged Hedged Price 2001 46% 54.86 2002 25% 54.41 The fair values of our heating oil derivative instru- rnents were $449 million at December 31, 2000 and $495 million at December 31, 1999. A 10% decrease in the average annual price of heating oil will decrease these fair values by $125 million at December 31, 2000. During 2000, aircraft fuel accounted for 13% of our operating expenses. Based on our projected aircraft fuel consumption of 2.9 billion gallons for the twelve months ending December 31, 2001, a 10% rise in our projected jet fuel prices will increase our aircraft fuel expense by approximately $110 million for that period. This analysis includes the effects of fuel hedging instruments in place at December 31, 2000. Based on our 2000 aircraft fuel consumption of 2.9 billion gallons, a 10% rise in our jet fuel prices would have increased our aircraft fuel expense by approximately $64 million in 2000. This analysis includes the effects of fuel hedging instruments in place during 2000. For additional information regarding our aircraft fuel price risk management program, see Note 3 of the Notes to the Consolidated Financial Statements. Equity Securities Risk We have equity interests in SkyWest, priceline, Equant and other ~ommerce companies. The esti- mated fair value and aggregate unrealized gain from these investments was $205 million and $92 million, respectively, at December 31, 2000. At December 31, 1999, the estimated fair value of our equity interests totaled $595 million, with an aggregate unrealized gain of $267 million. The balance sheet risk associ- ated with these investments is the potential loss in fair value resulting from a decrease in the price of their common stock. Based on the market value of our equity investments at December 31, 2000, a 10% decline in the price of their common stock will decrease fair value of these instruments by approxi- mately $21 million. Delta also has earnings risk associated with equity warrants and other similar rights in e-commerce companies, primarily priceline. The fair value of these warrants and rights, which totaled $11 million at December 31, 2000, is directly related to changes in the price of the underlying common stock. This expo- sure to market risk can create volatility in the fair value of the financial instruments held, which results in increased volatility in non-operating earnings under SFAS 133. Based on the market value of these investments at December 31, 2000, a 10% decline in the price of the underlying common stock will not have a material impact on the fair value of these investments or on our non-operating earnings. For additional information regarding our equity invest- ments, see Note 2 of the Notes to the Consolidated Financial Statements. Interest Rate Risk Our exposure to market risk due to changes in interest rates primarily relates to our long-term debt obligations and cash investment portfolio. Market risk associated with our long-term debt is the potential change in fair value resulting from a change in interest rates. A 10% decrease in aver- age annual interest rates would have increased the estimated fair value of our long-term debt by $338 million and $279 million at December 31, 2000 and December 31, 1999, respectively. A 10% 11 Management's Discussion and Analysis of Financial Condition and Results of Operations increase in average annual interest rates would not have had a material impact on our interest expense in 2000, due to the nature of our long-term debt. At December 31, 2000, 95% of our long-term debt obli- gations had fixed interest rates. Market risk associated with our cash portfolio is the potential change in earnings resulting from a change in interest rates. Based on our average bal- ance of cash and cash equivalents and short-term investments during 2000, a 10% decrease in average annual interest rates will not have a material impact on our interest income. We may use non-leveraged, over-the-counter financial instruments to manage our interest rate risk, provided that the notional amount of these transactions does not exceed 50% of our long-term debt. Delta had none of these instruments outstand- ing at December 31, 2000 and 1999. Foreign Currency Exchange Rate Risk Delta has revenues and expenses denominated in foreign currencies and, as a result, is exposed to foreign currency exchange rate risk. The majority of our exposure results from transactions denominated in the Euro, British Pound and Japanese Yen. To manage exchange rate risk, we net foreign currency revenues and expenses, to the extent practicable, to take advantage of natural offsets. We may use foreign currency option and forward contracts with maturities of up to 12 months to manage the remain- ing net exposure. We had none of these instruments outstanding at December 31, 2000. Based on our average annual net foreign currency positions during 2000, a 10% adverse change in average annual for- eign currency exchange rates would not be material to our Consolidated Financial Statements. Other Matters COLLECTIVE BARGAINING MATTERS 12 Our relations with labor unions in the United States are governed by the Railway Labor Act. Under that statute, a collective bargaining agree- ment between an airline and a labor union does not expire, but instead becomes amendable as of a stated date. Either party may request the National Mediation Board (NMB) to appoint a federal mediator to participate in the negotiations. If no agreement is reached in mediation, the NMB may determine, at any time, that an impasse exists and offer binding arbitra- tion. If either party rejects binding arbitration, a 30-day "cooling off" period begins. At the end of this 30- DE LTA AI R LIN ES , INC . day period, the parties may engage in "self help, " unless the President of the United States appoints a Presidential Emergency Board (PEB) to investigate and report on the dispute. The appointment of a PEB maintains the "status quo" for an additional 60 days. If the parties do not reach agreement during this period, the parties may then engage in "self help." "Self help" includes, among other things, a strike by the union or the imposition of proposed changes to the collective bargaining agreement by the airline. Delta Pilots In September 1999, we began negotiations with the Air Line Pilots Association, International (ALPA), the union representing our approximately 9,800 pilots, on a new collective bargaining agreement to replace the existing pilot contract that became amendable in May 2000. In December 2000, the NMB appointed mediators to participate in the negotiations. We and ALPA have agreed to request the NMB to offer binding arbitration to the parties on March 1, 2001 if a tenta- tive agreement has not been reached. The NMB is not required to grant this request. As discussed above, if the NMB offers binding arbitration and either party rejects this offer, a 30-day "cooling off" period begins. On February 12, 2001, ALPA announced that Delta pilots had voted to authorize a strike. If a strike occurs, we plan to cease mainline operations during the strike. A strike or other job action by our pilots could have a material adverse impact on our financial condition and operations. The outcome of our negoti- ations with ALPA cannot presently be determined. On December 5, 2000, we filed a lawsuit against ALPA in the U. S. District Court in Atlanta to stop a concerted campaign by some pilots to pressure us in our collective bargaining negotiations with ALPA by refusing to request overtime (or additional) flying assignments, and by harassing pilots who submit such requests. The District Court denied our request for a preliminary injunction because the District Court believed there was insufficient evidence to link ALPA to the illegal job action by some Delta pilots. We appealed to the U. S. Court of Appeals for the Eleventh Circuit which, on January 18, 2001, ordered the District Court to issue an injunction against ALPA. The Court of Appeals held that unions have an obligation under the Railway Labor Act to prevent unlawful job actions by their members. ALPA filed a petition for a rehearing which the Court of Appeals denied on February 9, 2001. On February 14, 2001, the District Court issued an injunction against ALPA. In December 2000, we canceled approximately 8,700 flights, primarily due to the combination of severe winter weather and the pilot job action, which significantly reduced pilot availability for addi- tional flying. As a result of these flight cancellations, our operating revenues for the December 2000 quar- ter were approximately $80 million lower than we had anticipated. To minimize the impact of the pilot job action on customers, we have reduced our domestic schedule for the March 2001 quarter by 2. 7% from the level we had planned. Other Labor Negotiations We are also in collective bargaining negotia- tions with the Transport Workers Union of America (TWU), which represents our approximately 110 pilot ground training instructors. Comair is in negotia- tions with ALPA and the International Brotherhood of Teamsters (IBT), which represent Comair's approxi- mately 1,300 pilots and 700 flight attendants, respec- tively. ASA is in negotiations with the Professional Airline Flight Control Association (PAFCA), which repre- sents ASA's approximately 30 flight dispatchers. The NMB appointed a mediator to participate in the DeltajTWU negotiations in January 2001; the Com air/ ALPA negotiations in July 1999; and the Comair/lBT negotiations in April 2000. A mediator has not yet been appointed to participate in the ASA/PAFCA negotiations. The outcome of these collective bargaining nego- tiations cannot presently be determined. A strike or other job action could have a material adverse impact on our financial condition and operations. COMPETITIVE ENVIRONMENT AND SEASONALITY The airline industry is highly competitive and is characterized by substantial price competition. If price reductions are not offset by increases in traffic or changes in the mix of traffic that improve our passenger mile yield, our operating results will be adversely affected. United Airlines has entered into an agreement to acquire US Airways. In addition, American Airlines has agreed to acquire substantially all the assets of Trans World Airlines and certain US Airways assets. These transactions are subject to regulatory approvals and other conditions. If these transactions occur, the competitive environment in the airline industry could significantly change because United and American would become much larger than other U.S airlines, including Delta. We are continuing to review our strategic alternatives. We cannot presently predict the impact that these pending transactions could have on us. Due to seasonal variations in the demand for air travel, operating results for an interim period are not necessarily indicative of operating results for an entire year. In general, demand for air travel is higher in the June and September quarters, particularly in interna- tional markets, because there is more vacation travel during these periods than during the remainder of the year. Demand is also affected by factors such as eco- nomic conditions, fare levels and weather conditions. ENVIRONMENTAL AND LEGAL CONTINGENCIES Delta is a defendant in legal actions relating to antitrust matters, employment practices, environmental issues and other matters concerning our business. Although the ultimate outcome of these matters can- not be predicted with certainty, we believe that the resolution of these actions is not likely to have a material adverse effect on our Consolidated Financial Statements. FORWARD-LOOKING INFORMATION Statements in this Annual Report which are not purely historical facts, including statements about our expectations, beliefs, intentions, or strategies for the future, may be "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations. Factors that could cause these differences include, but are not limited to, general economic con- ditions; competitive factors in our industry, including mergers and acquisitions; outcomes of negotiations on collective bargaining agreements; changes in air- craft fuel prices; disruptions to operations due to adverse weather conditions, air traffic control-related constraints and labor issues; fluctuations in foreign currency exchange rates; governmental -actions; the willingness of customers to travel generally and with us specifically; and the outcome of our litigation. Caution should be taken not to place undue reliance on our forward-looking statements, which are current only as of the date of this Annual Report. More detailed information about these risks and uncertainties can be read in Delta's past and future Forms 10-K and 10-Q and certain Forms 8-K filed with the Securities and Exchange Commission. 13 Consolidated Balance Sheets December 31, 2000 and 1999 D E LTA A I R L IN E S , IN C . ASSETS 2000 1999 (In Millions) Current Assets: Cash and cash equivalents $ 1,364 $ 1,623 Short-term investments 243 693 Accounts receivable, net of allowance for uncollectible accounts of $31 at December 31, 2000 and $39 at December 31, 1999 406 492 Deferred income taxes 345 455 Fuel hedge contracts, at market value 319 - Prepaid expenses and other 528 748 Total current assets 3,205 4,011 Property and Equipment: Flight equipment 17,081 14,444 Less: Accumulated depreciation 4,849 4,580 12,232 9,864 Flight equipment under capital leases 484 506 Less: Accumulated amortization 324 279 160 227 Ground property and equipment 4,371 4,008 Less: Accumulated depreciation 2,313 2,186 2,058 1,822 Advance payments for equipment 390 537 Total property and equipment, net 14,840 12,450 Other Assets: Investments in debt and equity securities 339 528 Investments in associated companies 222 112 Cost in excess of net assets acquired, net of accumulated amortization of $196 at December 31, 2000 and $137 at December 31, 1999 2,149 2,060 Operating rights and other intangibles, net of accumulated amortization of $236 at December 31, 2000 and $225atDecember31, 1999 102 108 Other noncurrent assets 1,074 673 Total other assets 3,886 3,481 Total assets $21,931 $19,942 14 LIABILITIES AND SHAREOWNERS' EQUITY 2000 1999 (In Millions, Except Share Data) Current Liabilities: Current maturities of long-term debt $ 62 $ 670 Current obligations under capital leases 40 42 Accounts payable and miscellaneous accrued liabilities 2,248 1,974 Air traffic liability 1,442 1,491 Accrued salaries and related benefits 1,170 1,070 Accrued rent 283 267 Total current liabilities 5,245 5,514 Noncurrent Liabilities: Long-term debt 5,797 4,144 Capital leases 99 159 Postretirement benefits 2,026 1,916 Accrued rent 721 720 Deferred income taxes 1,220 903 Other 388 468 Total noncurrent liabilities 10,251 8,310 Deferred Credits: Deferred gains on sale and leaseback transactions 568 617 Manufacturers' and other credits 290 374 Total deferred credits 858 991 Commitments and Contingencies {Notes 2, 3, 4, 7, 9 and 10) Employee Stock Ownership Plan Preferred Stock: Series B ESOP Convertible Preferred Stock, $1.00 par value, $72.00 stated and liquidation value; issued and outstanding 6,405,563 shares at December 31, 2000 and 6,498,921 shares at December 31, 1999 460 468 Unearned compensation under employee stock ownership plan (226) (249) Total Employee Stock Ownership Plan Preferred Stock 234 219 Shareowners' Equity: Common stock, $1.50 par value; 450,000,000 shares authorized; 180,764,057 shares issued at December 31, 2000 and 180,034,631 shares issued at December 31, 1999 271 270 Additional paid-in capital 3,264 3,222 Retained earnings 4,176 3,377 Accumulated other comprehensive income 360 266 Treasury stock at cost, 57,750,685 shares at December 31, 2000 and 47,141,161 shares at December 31, 1999 {2,728) (2,227) Total shareowners' equity 5,343 4,908 Total liabilities and shareowners' equity $21,931 $19,942 The accompanying notes are an integral part of these consolidated financial statements. 15 Consolidated Statements of Income For the years ended December 31, 2000, 1999 and 1998 D E LTA A I R LIN E S , I NC . 2000 1999 1998 (In Millions, Except Per Share Data) Operating Revenues: Passenger $15,657 $13,949 $13,428 Cargo 583 561 569 Other, net 501 373 315 Total operating revenues 16,741 14,883 14,312 Operating Expenses: Salaries and related costs 5,971 5,194 4,894 Aircraft fuel 1,969 1,421 1,379 Depreciation and amortization 1,187 1,057 902 Other selling expenses 688 626 632 Passenger commissions 661 784 939 Contracted services 966 824 729 Landing fees and other rents 771 723 670 Aircraft rent 741 622 569 Aircraft maintenance materials and outside repairs 723 594 526 Passenger service 470 498 491 Asset writedowns and other special charges 108 469 - Other 849 753 778 Total operating expenses 15,104 13,565 12,509 Operating Income 1,637 1,318 1,803 Other Income (Expense): Interest income (expense}, net (271) (126) (66) Gains from the sale of investments 301 927 - Miscellaneous income (expense), net 41 (26) 39 Fair value adjustments of SFAS 133 derivatives (159) - - Total other income (expense) (88) 775 (27) Income Before Income Taxes and Cumulative Effect of Changes in Accounting Principles 1,549 2,093 1,776 Income Taxes Provided (621) (831) (698) Net Income Before Cumulative Effect of Changes in Accounting Principles, Net of Tax 928 1,262 1,078 Cumulative Effect of Changes in Accounting Principles, Net of Tax of $64 million in 2000 and $35 million in 1999 (100) (54) - Net Income 828 1,208 1,078 Preferred Stock Dividends (13) (12) (11) Net Income Available to Common Shareowners $ 815 $ 1,196 $ 1,067 Basic Earnings Per Share Before Cumulative Effect of Changes in Accounting Principles $ 7.39 $ 9.05 $ 7.22 Basic Earnings Per Share $ 6.58 $ 8.66 $ 7.22 Diluted Earnings Per Share Before Cumulative Effect of Changes in Accounting Principles $ 7.05 $ 8.52 $ 6.87 Diluted Earnings Per Share $ 6.28 $ 8.15 $ 6.87 The accompanying notes are an integral part of these consolidated financial statements. 16 Consolidated Statements of Cash Flows for the years ended December 31, 2000, 1999 and 1998 DELTA AIR LIN ES , INC. 2000 1999 1998 (In Millions) Cash Flows From Operating Activities: Net income $ 828 $1,208 $1,078 Adjustments to reconcile net income to cash provided by operating activities: Cumulative effect of change in accounting principle 100 54 - Asset writedowns and other special charges 108 469 - Depreciation and amortization 1,187 1,057 902 Deferred income taxes 396 321 309 Fair value adjustments of SFAS 133 derivatives 159 - - Pension, postretirement and postemployment expense in excess of (less than) payments (103) 33 101 Dividends in excess of (less than) equity income (28) 48 (57) Gains on the sale of investments (301) (927) - Income tax benefit from exercise of stock options 5 21 72 Changes in certain current assets and liabilities: Decrease (increase) in accounts receivable 86 310 (14) Decrease (increase) in prepaid expenses and other current assets 92 (186) (102) (Decrease) increase in air traffic liability (49) 73 185 Increase in other payables and accrued expenses 373 153 134 Other, net 45 13 118 Net cash provided by operating activities 2,898 2,647 2,726 Cash Flows From Investing Activities: Property and equipment additions: Flight equipment, including advance payments (3,426) (2,497) (2,090) Ground property and equipment (634) (558) (633) Decrease (increase) in short-term investments, net 456 (367) 365 Proceeds from sale of flight equipment 384 215 17 Proceeds from sale of investments 73 1,167 - Acquisitions of companies, net of cash acquired (232) (1,922) - Other, net (17) - - Net cash used in investing activities (3,396) (3,962) (2,341) Cash Flows From Financing Activities: Payments on long-term debt and capital lease obligations (853) (1,927) (373) Payments on notes payable, net (119) (250) (27) Prepayment of long-term lease obligations (215) - - Cash dividends (40) (43) (43) Issuance of long-term obligations 1,867 4,496 125 Issuance of short-term obligations 68 515 277 Issuance of common stock 33 104 168 Repurchase of common stock (502) (625) (694) Net cash provided by (used in) financing activities 239 2,270 (567) Net Increase (Decrease) in Cash and Cash Equivalents (259) 955 (182) Cash and cash equivalents at beginning of year 1,623 668 850 Cash and cash equivalents at end of year $1,364 $1,623 $ 668 Supplemental disclosure of cash paid for: Interest, net of amounts capitalized $ 410 $ 185 $ 139 Income taxes 131 315 282 The accompanying notes are an integral part of these consolidated financial statements. 17 Consolidated Statements of Shareowners' Equity For the years ended December 31, 2000, 1999 and 1998 DELTA AIR L I N ES , INC . Accumulated Additional Other Common Paid-In Retained Comprehensive Treasury (In Millions, Except Share Data) Stock Capital Earnings Income Stock Total Balance at December 31, 1997 $259 $2,851 $1,141 $ 67 $ (911) $3,407 Comprehensive income: Net income - - 1,078 - - 1,078 Other comprehensive income - - - 58 - 58 Total comprehensive income (See Note 16) 1,136 Dividends on common stock ($0.10 per share) - - (15) - - (15) Dividends on Series B ESOP Convertible Preferred Stock allocated shares - - (11) - - (11) Issuance of 4,880,742 shares of common stock under dividend reinvestment and stock purchase plan and stock options ($34.45 per share*) 7 161 - - - 168 Repurchase of 12,533,469 common shares ($55.36 per share*) - - - - (694) (694) Income tax benefit from exercise of stock options - 72 - - - 72 Transfer of 129,334 shares of common stock from treasury under stock incentive plan ($42.07 per share*) - - - - 5 5 Other - 6 3 - - 9 Balance at December 31, 1998 266 3,090 2,196 125 (1,600) 4,077 Comprehensive income: Net income - - 1,208 - - 1,208 Other comprehensive income - - - 141 - 141 Total comprehensive income (See Note 16) 1,349 Dividends on common stock ($0.10 per share) - - (14) - - (14) Dividends on Series B ESOP Convertible Preferred Stock allocated shares - - (12) - - (12) Issuance of 2,381,204 shares of common stock under dividend reinvestment and stock purchase plan and stock options ($43.94 per share*) 4 100 - - - 104 Repurchase of 10,971,166 common shares ($56.96 per share*) - - - - (625) (625) Income tax benefit from exercise of stock options - 21 - - - 21 Transfer of 30,830 shares of common stock from treasury under stock incentive plan ($59.37 per share*) - - - - (2) (2) Other - 11 (1) - - 10 Balance at December 31, 1999 270 3,222 3,377 266 {2,227) 4,908 Comprehensive income: Net income - - 828 - - 828 Other comprehensive income - - - 94 - 94 Total comprehensive income (See Note 16) 922 Dividends on common stock ($0.10 per share) - - (12) - - (12) Dividends on Series B ESOP Convertible Preferred Stock allocated shares - - (13) - - (13) Issuance of 729,426 shares of common stock under dividend reinvestment and stock purchase plan and stock options ($44.86 per share*) 1 32 - - - 33 Repurchase of 10,626,104 common shares ($47.26 per share*) - - - - (502) (502) Income tax benefit from exercise of stock options - 5 - - - 5 Transfers and forfeitures of 16,580 shares of common stock under stock incentive plan ($52.61 per share*) - - - - 1 1 Other - 5 (4) - - 1 Balance at December 31, 2000 $271 $3,264 $4,176 $360 $(2,728) $5,343 * Average price per share. The accompanying notes are an integral part of these consolidated financial statements. 18 Notes to the Consolidated Financial Statements December 31, 2000, 1999 and 1998 1. summary of Significant Accounting Policies Basis of Presentation- Delta Air Lines, Inc. (a Delaware corporation) is a major air carrier that provides air transportation for passengers and freight throughout the United States and around the world. Our consolidated financial statements include the accounts of Delta Air Lines, Inc. and our majority- owned subsidiaries, Comair Holdings, Inc. (Comair Holdings) and ASA Holdings, Inc. (ASA Holdings), col- lectively referred to as Delta. Comair Holdings is the parent of Comair, Inc. (Comair) and ASA Holdings is the parent of Atlantic Southeast Airlines, Inc. (ASA). We have eliminated all intercompany transactions. The results of operations of companies purchased are included from the date of acquisition. These con- solidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. Change in Year End- Effective December 31, 2000, we changed our year end from June 30 to December 31. Accordingly, this Annual Report includes audited Consolidated Balance Sheets as of December 31, 2000 and 1999, and audited Consolidated Statements of Income, Cash Flows and Shareowners' Equity for the years ended December 31, 2000, 1999 and 1998. Use of Estimates-We are required to make estimates and assumptions when preparing our financial state- ments in conformity with accounting principles gener- ally accepted in the United States. These estimates and assumptions affect the amounts reported in our financial statements and the accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents- We classify short-term, highly liquid investments with original maturities of three months or less as cash and cash equivalents. These investments are stated at cost, which approxi- mates fair value. Passenger and Cargo Revenues- We record sales of passenger tickets and cargo services as air traffic lia- bility on our Consolidated Balance Sheets. Passenger and cargo revenues are recognized, and the related air traffic liability is reduced, when we provide the transportation. We periodically evaluate the estimated air traffic liability. Any resulting adjustments, which DE LTA AIR LIN ES , INC. can be significant, are included in the Consolidated Statements of Income in the period that the evalua- tions are completed. Long-Lived Assets- We record our property and equipment at cost and depreciate these assets on a straight-line basis to their estimated residual val- ues over their respective estimated useful life. The estimated useful lives for major asset classifications are as follows: Asset Classification Owned flight equipment Flight equipment under capital lease Ground property and equipment Leasehold rights and landing slots Estimated Useful Life 15-25 years Lease term 3-30 years Lease term Residual values for flight equipment range from 5%-40% of cost. Purchased international route author- ities are amortized over the lives of the authorities as determined by their expiration dates. Permanent route authorities with no stated expiration dates are amor- tized over 40 years. Our cost in excess of net assets acquired (goodwill) is amortized over 40 years and is primarily related to our acquisitions of Comair Holdings and ASA Holdings in 1999 and Western Air Lines, Inc. in 1986. Interest Capitalized-We capitalize interest paid on advance payments used to acquire new aircraft and to construct ground facilities as an additional cost of the related assets. Interest is capitalized at our weighted average interest rate on long-term debt or, if applica- ble, the interest rate related to specific borrowings. Interest capitalization ends when the property or equipment is ready for service or its intended use. Measurement of Impairment-In accordance with Statement of Financial Accounting Standards (SFAS) 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," we record impairment losses on long-lived assets used in operations, goodwill and other intangible assets when events and circumstances indicate the assets may be impaired and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If an impairment occurs, the amount of the impairment recognized is determined by estimating the fair value of the assets and recording a provision for loss if the carrying value is greater than the fair value. 19 Notes to the Consolidated Financial Statements December 31, 2000, 1999 and 1998 20 Investments in Associated Companies-We use the equity method to account for our 40% ownership inter- est in WORLDSPAN, L.P. , a computer reservations system. Our equity earnings from this investment totaled $59 million in 2000, $30 million in 1999 and $15 million in 1998. We accounted for our invest- ments in Comair Holdings and ASA Holdings under the equity method until November 22, 1999 and April 1, 1999, respectively. Frequent Ryer Program-Delta records an estimated liability for the incremental cost associated with providing free transportation under its SkyMiles frequent flyer program when a free travel award is earned. The liability is included in accounts payable and miscellaneous accrued liabilities and is adjusted periodically based on awards earned, awards redeemed and changes in the SkyMiles program. Delta also sells mileage credits in the SkyMiles program to participating partners such as credit card companies, hotels and car rental agencies. For infor- mation regarding our accounting for these mileage credits, see Note 5. Deferred Gains on Sale and Leaseback Transactions- We amortize deferred gains on the sale and lease- back 'of property and equipment under operating leases over the lives of these leases. The gain amor- tization is reflected as a reduction in rent expense. Gains on the sale and leaseback of property and equipment under capital leases reduce the carrying value of the related assets. Manufacturers' Credits-We periodically receive credits in connection with the acquisition of air- craft and engines. These credits are deferred until the aircraft and engines are delivered, then applied on a pro rata basis as a reduction to the cost of the related equipment. Advertising Costs-We expense advertising costs as other selling expenses in the year incurred. Advertising expense in 2000, 1999 and 1998 was $151 million, $143 million and $122 million, respectively. Foreign Currency Remeasurement-We generally remeasure assets and liabilities denominated in for- eign currencies using exchange rates in effect on the balance sheet date. Revenues and expenses denominated in foreign currencies are generally remeasured using average exchange rates for the periods presented. We recognize the resulting for- eign exchange gains and losses as a component of DELTA A I R L IN ES , INC . miscellaneous income (expense). Fixed assets and the related depreciation or amortization charges are recorded at the exchange rates in effect on the date we acquired the assets. Stock-Based Compensation-Delta accounts for stock-based compensation in accordance with Accounting Principles Board Opinion (APB) 25, "Accounting for Stock Issued to Employees." Under APB 25, we do not recognize compensation expense for a stock option grant if the exercise price is equal to or greater than the fair market value of our common stock on the grant date (see Note 15). Fair Value of Financial Instruments-The fair values of our cash equivalents and short-term investments approximate their cost. The estimated fair values of other financial instruments, including debt and risk management instruments, have been determined using available market information and valuation methodologies, primarily discounted cash flow analysis. New Accounting Standards-During 2000, we adopted SFAS 133, "Accounting for Derivative Instruments and Hedging Activities, " as amended (see Note 3). In September 2000, SFAS 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" was issued. The adoption of SFAS 140 does not currently have an impact on our consolidated financial state- ments (see Note 17). During 1999, we adopted Staff Accounting Bulletin (SAB) 101, "Revenue Recognition in Financial Statements" (see Note 5) and Statement of Position (SOP) 98-1, "Accounting for Costs of Computer Software Developed or Obtained for Internal Use. " The adoption of SOP 98-1 did not have a material impact on our Consolidated Financial Statements. 2. Marketable and Other Equity Securities Marketable Equity Securities Delta's equity' investment in SkyWest, Inc. is classified as an available-for-sale equity security under SFAS 115, "Accounting for Certain Investments in Debt and Equity Securities. " The fair value of this investment was $179 million at December 31, 2000 and $87 million at December 31, 1999. Our cost basis of this investment is $14 million. During 1999, we sold our equity interests in Singapore Airlines and SAirGroup, recognizing pretax gains of $137 million and $29 million, respectively. Accumulated other comprehensive income includes the aggregate unrealized gains from our outstanding investments, net of the related deferred tax provision. priceline.com Inc. During 1998, Delta entered into an agreement with priceline.com Incorporated (priceline) allowing ticket inventory provided by Delta to be sold through priceline's Internet-based e-commerce system. In consideration for this agreement, we received a war- rant to purchase up to 18.6 million shares of price- line common stock for $0.93 per share. We did not recognize the value of the warrant in our consoli- dated financial statements in 1999 or 1998 because its estimated fair value was not material. The war- rant became fully exercisable on July 25, 1999. We exercised the warrant in 1999. As a result, we acquired 18.3 million shares of priceline common stock. We sold 11.1 million of these shares for a pre- tax cash gain of $711 million in 1999, and 1.2 million of these shares for a pretax cash gain of $73 million in 2000. On November 17, 1999, Delta and priceline amended their original agreement. As a result of the amendment, Delta received (1) the right to exchange six million shares of priceline common stock for six million shares of priceline convertible preferred stock (exchange right); and (2) a new warrant to acquire up to 5.5 million shares of priceline common stock for $56.63 per share (new warrant). Based on an independent third party appraisal, the total fair value of the new warrant on the date received was determined to be $61 million. This amount is being recognized in income ratably over a three year period beginning November 17, 1999. Under our agreement with priceline, we are required to provide priceline access to unpublished fares. On June 30, 2000, we exercised our exchange right in full, receiving six million shares of priceline convertible preferred stock. These shares (1) have a liquidation preference of $59.93 per share plus accrued and unpaid dividends; (2) are convertible into shares of priceline common stock on a one-for- one basis; (3) bear a dividend of 8% per year, payable in shares of priceline common stock; (4) may be redeemed by priceline after April 1, 2003 for $59.93 per share plus accrued and unpaid dividends; and (5) are subject to mandatory redemption on April 1, 2010. As a result of the exchange, we recognized a pretax non-cash gain of $228 million in 2000. On October 1, 2000, Delta received 549,764 shares of priceline common stock as a dividend on the preferred stock. On November 2, 2000, Delta and priceline amended the new warrant (1) to reduce the number of shares underlying the new warrant from 5.5 mil- lion to 4. 7 million; (2) to reduce Delta's per share purchase price for those shares from $56.63 to $4. 72; and (3) to provide that Delta may not sell or otherwise transfer more than 50% of the new war- rant or the underlying shares until November 2, 2001. The new warrant became exercisable in full on January 1, 2001, and expires on November 17, 2004. The amendment of the new warrant did not have a material impact on our Consolidated Financial Statements. At December 31, 2000, Delta owned six million shares of priceline convertible preferred stock, a war- rant to purchase up to 4. 7 million shares of priceline common stock for $4. 72 per share and 589,831 shares of priceline common stock. The convertible preferred stock, the new warrant and the shares of priceline common stock underlying these securities are not registered under the Securities Act of 1933, but we have certain demand and piggyback registra- tion rights relating to the underlying shares of price- line common stock. See Note 3 for additional information regard- ing the accounting for our priceline investment. Equant, N. V. During 1999, we sold a portion of our equity interest in Equant, realizing a pretax cash gain of $50 million. At December 31, 2000, we owned 540,852 depository certificates that are convertible, subject to certain conditions, into common stock of Equant. Our equity interest is recorded at its nominal cost on our Consolidated Balance Sheets. The shares of Equant common stock underlying these certificates had an estimated fair market value of $14 million and $61 million at December 31, 2000 and 1999, respectively. 3. Adoption of SFAS 133 On July 1, 2000, we adopted SFAS 133, as amended. SFAS 133 requires us to record on the balance sheet all derivative instruments at fair value and to recognize certain non-cash changes in these fair values in the income statement. SFAS 133 impacts the accounting for our fuel hedging program and our holdings of equity war- rants and other similar rights in other companies. 21 Notes to the Consolidated Financial Statements December 31, 2000, 1999 and 1998 The impact of adopting SFAS 133 on our Consolidated Statements of Income is summarized as follows (in millions): 22 Write-off of fuel hedge contract premiums Ineffective portion of fuel hedge contracts Fair value adjustment of equity rights Total pretax Total after tax Fuel Hedging Income (Expense) For the Six Months Ended December 31, 2000 $ - 5 (164) (159) $ (97) Cumulative Effect at July 1, 2000 $(143) 16 (37) (164) $(100) Total $(143) 21 (201) (323) $(197) Our results of operations can be significantly impacted by changes in the price of aircraft fuel. To manage this risk, we periodically purchase forwards, options and other similar non-leveraged derivative instruments, which may have maturities of up to 36 months. Because there is not a readily available mar- ket for derivatives in aircraft fuel, we use heating oil contracts to manage our exposure to the movement of aircraft fuel prices. The changes in the market value of our heating oil contracts (also referred to as "fuel hedge contracts ") have a high correlation to changes in aircraft fuel prices and therefore, qualify as cash flow hedges under SFAS 133. We do not enter into fuel hedge contracts for speculative purposes. Upon adoption of SFAS 133 on July 1, 2000, we recorded the fair market value of our fuel hedge con- tracts on our Consolidated Balance Sheets. On an ongoing basis, we adjust our balance sheet to reflect the current fair market value of our fuel hedge con- tracts. The related gains or losses on these contracts are deferred in shareowners' equity (as a component of other comprehensive income). These deferred gains and losses are recognized in income in the period in which the related aircraft fuel purchases being hedged are consumed and recognized in expense. However, to the extent that the change in the value of the fuel hedge contract does not perfectly offset the change in the value of the aircraft fuel purchase being hedged, the ineffective portion of the hedge is immediately recognized in income. In cal- culating the ineffective portion of our hedge per- formance under SFAS 133, we include all changes DELTA AIR LIN ES , INC . in the time value component related to any option premiums paid and recognize the amount in income during the life of the contract. The ineffective por- tion of the hedge returns, including those related to time value, are included in our Consolidated Statements of Income as fair value adjustments of SFAS 133 derivatives. At December 31, 2000, our fuel hedge contracts had an estimated short-term value of $319 million and an estimated long-term fair value of $130 million, with unrealized gains of $268 million, net of tax, recorded in accumulated other comprehensive income. Equity Warrants and Other Similar Rights We own equity warrants and other similar rights in certain companies, primarily priceline. At December 31, 2000, our equity warrant and other similar rights in priceline consisted of the following: (1) an option to convert our six million shares of priceline preferred stock into priceline common stock on a one-for-one basis; and (2) a warrant which gives us the right to purchase up to 4. 7 million shares of priceline common stock at $4. 72 per share. At December 31, 2000, the fair market value of our priceline warrant was $0.8 million. SFAS 133 requires us to account for the value of the option to convert priceline preferred stock into priceline common stock as a stand-alone equity right, and to record any change in fair value in current period earnings. At December 31, 2000, the value of our priceline preferred stock was $117 million, includ- ing its conversion feature which had an estimated fair value of $0.2 million. The value of the priceline preferred stock, excluding the conversion feature, is accounted for as an available-for-sale debt security and is recorded at its amortized cost in investments in equity securities on our Consolidated Balance Sheets in accordance with SFAS 115. The change in market values of the equity conversion feature of our priceline preferred stock, our priceline warrant and our warrants in other e-commerce companies is recorded in our Consolidated Statements of Income as fair value adjustments of SFAS 133 derivatives. For additional information regarding our investment in priceline, see Note 2. 4. Risk Management Interest Rate Risk Our exposure to market risk due to changes in interest rates primarily relates to our long-term debt obligations and cash portfolio. Market risk associated with our long-term debt is the potential change in fair value resulting from a change in interest rates. Market risk associated with our cash portfolio is the potential change in our earn- ings resulting from a change in interest rates. From time to time, we may enter into interest rate hedging transactions, provided that the notional amount of these transactions does not exceed 50% of our long-term debt. We did not have any interest rate hedging contracts at December 31, 2000 and 1999. Foreign Currency Exchange Risk Management Delta is subject to foreign currency exchange risk because we have revenues and expenses denomi- nated in foreign currencies, primarily the Euro, the British Pound and the Japanese Yen. To manage exchange rate risk, we net foreign currency revenues and expenses, to the extent practicable. From time to time, we may also enter into foreign currency options and forward contracts with maturities of up to 12 months. We did not have any foreign currency hedging contracts at December 31, 2000. The esti- mated fair value of our foreign currency hedging con- tracts was not material at December 31, 1999. We do not enter into foreign currency hedging contracts for speculative purposes. Credit Risk Management To manage credit risk associated with our fuel price and foreign currency exchange risk manage- ment programs, we select counterparties based on their credit ratings and limit our exposure to any one counterparty under defined guidelines. We also moni- tor the market position of these programs and our relative market position with each counterparty. The credit exposure related to these programs was not significant at December 31, 2000 and 1999. Our accounts receivable are generated largely from the sale of passenger airline tickets and cargo transportation services to customers who are eco- nomically and geographically dispersed. In addition, our accounts receivable are generally short-term in duration. Therefore, we believe we have no signifi- cant concentration of credit risk. At December 31, 2000, we held six million shares of priceline preferred stock, which are subject to credit risk. See Note 2 for a further description of our priceline preferred stock. Fuel Price Risk Management See Note 3 for information regarding our fuel hedging program. 5. Adoption of SAB 101 On January 1, 1999, Delta adopted SAB 101, which changed the method of accounting for the sale of mileage credits in the SkyMiles program to participating partners such as credit card compa- nies, hotels and car rental agencies. Under the new accounting method, a portion of the revenue from the sale of mileage credits is deferred until the credits are redeemed for travel. The majority of the revenue from the sale of mileage credits is recorded in passenger revenue, and the remaining portion is recorded as an offset to expense. Previously, the revenue from the sale of mileage credits was recorded in other revenue in the period in which the credits were sold. Our adoption of SAB 101 resulted in a cumula- tive effect charge of $54 million, net of tax ($89 mil- lion, pretax). SAB 101 decreased operating income by $13 million, net of tax ($21 million, pretax), and $23 million, net of tax ($38 million, pretax), for 2000 and 1999, respectively. Unaudited pro forma results assuming retroac- tive application of the change in accounting principle for 2000, 1999 and 1998 are shown below: (In Millions, except for per share data): Net income before cumulative effect of change in accounting principle Basic EPS Diluted EPS 2000 $ 928 $7.39 $7.05 . 1999 $1,262 $ 9.05 $ 8.52 1998 $1,069 $ 7.16 $ 6.81 For comparative purposes, our unaudited proforma results excluding application of the change in accounting principle for 2000, 1999 and 1998 are shown below: (In Millions, except for per share data): Net income before cumulative effect of change in accounting principle Basic EPS Diluted EPS 2000 $ 941 $7.50 $7.15 1999 $1,285 $ 9.22 $ 8.68 1998 $1,078 $ 7.22 $ 6.87 23 Notes to the Consolidated Financial Statements December 31, 2000, 1999 and 1998 6. Income Taxes Deferred income taxes reflect the net tax effect of timing differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes. The table below shows significant components of our deferred tax assets and liabilities at December 31, 2000 and 1999: (In Millions) 2000 1999 Deferred Tax Assets: Postretirement benefits $ 821 $ 773 Other employee benefits 304 338 Gains on sale and leaseback transactions 206 286 Rent expense 221 216 Spare parts repair expense 164 160 Other 361 324 Total deferred tax assets $2,077 $2,097 Deferred Tax Liabilities: Depreciation and amortization $2,337 $2,083 Unrealized gains on marketable securities and fuel hedge contracts 230 170 Other 385 292 Total deferred tax liabilities $2,952 $2,545 7. Long-Term Debt DE L TA AI R L IN ES , IN C . Income taxes provided in 2000, 1999 and 1998 consisted of: (In Millions) 2000 1999 1998 Current taxes $(230) $(515) $(393) Deferred taxes (396) (321) (309) Tax benefit of dividends on allocated Series B ESOP Convertible Preferred Stock 5 5 4 Income taxes provided $(621) $(831) $(698) The following table presents the principal reasons for the difference between the effective tax rate and the United States federal statutory income tax rate for 2000, 1999 and 1998: 2000 1999 1998 U.S. federal statutory income tax rate 35.0% 35.0% 35.0% State taxes, net of federal income tax effect 3.4 3.7 3.4 Meals and entertainment 1.1 0.8 0.8 Amortization 1.0 0.3 0.2 Municipal bond interest (0.2) Other, net (0.2) (0.1) (0.1) Effective income tax rate 40.1% 39.7% 39.3% The following table summarizes our long-term debt, including current maturities, at December 31, 2000 and 1999: (In Millions) Secured 7. 779% Equipment Notes due November 18, 2005 7 .379% Equipment Notes due in installments through May 18, 2010 7.92% Equipment Notes due November 18, 2010 7.57% Equipment Notes due November 18, 2010 Unsecured 1999 Bank Credit Agreement, repaid November 2000 8.10% Series C Guaranteed Serial ESOP Notes, due in installments between 2002 and 2009 6.65% Medium-Term Notes, Series C, due March 15, 2004 7. 7% Notes due December 15, 2005 7.9% Notes due December 15, 2009 9. 75% Debentures due May 15, 2021 Development Authority of Clayton County, loan agreement, Series 2000A $65 million due on June 1, 2029, 4. 7% interest; Series 20008 $116 million due on May 1, 2035, 4.8% interest; and Series 2000C $120 million due on May 1, 2035, 4.8% interest* 8.3% Notes due December 15, 2029 8.125% Notes due July 1, 2039 Other debt due 2001 to 2022; interest rates of 5.30% to 10.375% Total Less: Current maturities Total long-term debt 2000 $ 239 341 182 738 290 300 500 499 106 301 1,000 538 825 5,859 62 $5,797 Our secured debt is secured by first mortgage liens on a total of 44 Boeing aircraft delivered new to Delta from January 1999 through October 2000. These aircraft had an aggregate net book value of approximately $1. 7 billion at December 31, 2000. The 8.125% Notes due 2039 are redeemable by Delta, in whole or in part, at par on or after July 1 , 2004. * Our variable interest rate long-term debt is shown using interest rates in effect at December 31, 2000. 1999 $ 500 290 300 500 500 158 1,000 538 1,028 4,814 670 $4,144 The fair value of our debt was $5.8 billion and $4. 7 billion at December 31, 2000 and 1999, respectively. 24 1997 Bank Credit Agreement Under our 1997 Bank Credit Agreement with a group of banks, we may borrow up to $1.25 billion on an unsecured and revolving basis until May 1, 2002, subject to our compliance with certain conditions. We may use up to $700 million of this facility for the issuance of letters of credit. The interest rate under this facility is, at our option, LIBOR or the prime rate, plus a margin that is dependent on Delta's long-term senior unsecured debt ratings. The 1997 Bank Credit Agreement contains nega- tive covenants that place certain limits on our ability to secure property or assets, to incur or guarantee debt, and to enter into flight equipment leases. It also provides that, upon the occurrence of a change in control of Delta: (1) the banks' obligation to extend credit terminates; (2) any amounts outstand- ing under the 1997 Bank Credit Agreement become due and payable; and (3) Delta must deposit cash collateral with the banks in an amount equal to all letters of credit outstanding under that agreement. At December 31, 2000, there were no borrowings or letters of credit outstanding under the 1997 Bank Credit Agreement. Series C ESOP Notes At December 31, 2000, there were outstanding $290 million principal amount of the Delta Family- Care Savings Plan's Series C Guaranteed Serial ESOP Notes (Series C ESOP Notes). The notes, .which are payable in installments between 2002 and 2009, are guaranteed by Delta. We are required to purchase the Series C ESOP Notes at the option of the noteholders in certain circumstances if the notes are not rated at least A3 by Moody's and A- by Standard & Poor's (required ratings). Our purchase price would be equal to the principal amount of the Series C ESOP Notes being purchased plus accrued interest and, if applica- ble, a make whole premium amount. The holders of the Series C ESOP Notes are presently entitled to the benefits of an unconditional, direct-pay letter of credit issued by Bayerische Hypo-Und Vereinsbank AG under a credit agreement between Delta and a group of banks (the Letter of Credit Facility). Required payments of principal, interest and make whble premium amounts on the Series C ESOP Notes are paid under the letter of credit. At December 31, 2000, the letter of credit totaled $418 million, covering the $290 million outstanding principal amount of the Series C ESOP Notes, approximately one year of interest on the notes and $95 million of make whole premium amounts. The Letter of Credit Facility and the related letter of credit expire on May 19, 2003. The Letter of Credit Facility provides that, if there is a drawing under the letter of credit, Delta must immediately repay the amount drawn or convert its repayment obligation to a short-term loan. Due to the existence of the letter of credit, the Series C ESOP Notes currently have the required ratings. However, these ratings are subject to change at any time. The Series C ESOP Notes are not likely to receive the required ratings without a credit enhance- ment such as the letter of credit, unless Delta's long-term senior unsecured debt is rated at least A3 by Moody's and A- by Standard & Poor's. At December 31, 2000, our long-term senior unsecured debt was rated Baa3 and BBB-, respectively. Development Authority of Clayton County Bonds In June 2000, the Development Authority of Clayton County (Development Authority) issued $301 million principal amount of bonds in three series with scheduled maturities between 2029 and 2035. The proceeds of this sale were used to refund bonds that had been issued to finance certain Delta facil- ities at Hartsfield Atlanta International Airport. The new bonds are secured by the Development Authority's pledge of revenues derived by the Development Authority under related loan agreements between Delta and the Development Authority. The Development Authority bonds currently bear interest at a variable rate which is determined weekly. The bonds may be tendered for purchase by their holders on seven days notice. Subject to certain con- ditions, tendered bonds will be remarketed at then prevailing interest rates. Principal and interest on the bonds, and the pay- ment of the purchase price of bonds tendered for pur- chase, are presently paid under three irrevocable, direct-pay letters of credit totaling $305 million issued by a bank under a Reimbursement Agreement between Delta and a group of banks (Reimbursement Agreement). The Reimbursement Agreement generally provides that, if there is a drawing under a letter of credit to purchase bonds that have been tendered for purchase, Delta may convert its repayment obliga- tions to a loan that becomes due and payable on the earlier of (1) the date the related bonds are remar- keted; or (2) the June 8, 2003 expiration date of the related letter of credit. Unless an existing letter of credit is extended, a mandatory tender for pur- chase of the related bonds will occur on the fifth day prior to the expiration of such letter of credit. In these circumstances, Delta could seek to replace 25 Notes to the Consolidated Financial Statements December 31, 2000, 1999 and 1998 the expiring letter of credit with a new letter of credit from an alternate credit provider and remarket the related bonds. Covenants and Change in Control Provisions The Letter of Credit Facility and the Reimburse- ment Agreement contain negative covenants and a change in control provision that are similar to or less restrictive than the corresponding provisions in our 1997 Bank Credit Agreement. Our debt agreements do not limit the payment of dividends on our capital stock. The terms of the Series B ESOP Convertible Preferred Stock limit our ability to pay cash dividends to our common share- owners in certain circumstances (see Note 13). ASA's credit agreements contain negative covenants that apply only to the financial position of ASA. The covenants, among other things, limit ASA's ability to transfer funds in the form of cash dividends, loans or advances. At December 31, 2000, approxi- mately $285 million of ASA's net assets were subject to these restrictions and approximately $199 million of net assets were available for distribution by ASA to Delta under the most restrictive of these provisions. Future Maturities At December 31, 2000, the scheduled maturi- ties of our long-term debt for the next five years are as follows: Years Ending December 31, (In Millions) 2001 2002 2003 2004 2005 After 2005 Total Principal Amount $ 62 129 69 617 555 4,427 $5,859 Capitalized interest totaled $45 million, $48 million and $40 million for the years ended December 31, 2000, 1999 and 1998, respectively. 8. Asset Writedowns and Other Special Charges In 2000, we recorded pretax charges totaling $108 million ($66 million after tax, or $0.53 basic and $0.50 diluted EPS) for the following: 26 We offered an early retirement medical option to allow eligible Delta employees to retire with contin- ued medical coverage without paying certain early retirement medical premiums. Approximately 2,500 employees elected to participate. As a result of this program, we recorded a pretax charge of $86 mil- lion in the quarter ended June 30, 2000. DEL TA AI R L IN ES , IN C . We decided to close our Pacific gateway in Portland, Oregon. As a result of this decision, we recorded a pretax restructuring charge of $22 mil- lion, primarily for idle facilities, in the quarter ended September 30, 2000. In 1999, we recorded pretax charges totaling $469 million ($286 million after tax, or $2.07 basic and $1.94 diluted EPS) for the following: We accelerated the planned retirement of our 16 MD-90 aircraft and eight owned MD-11 aircraft over the next six to eight years as part of our fleet simplification strategy. As a result of this decision, we reviewed these fleet types for impair- ment, determining that the estimated future cash flows generated by these aircraft are less than their carrying values. The estimated future cash flows were based on projections of passenger yield, fuel costs, labor costs and other relevant factors in the markets in which these aircraft operate. These air- craft were written down to their fair values, as esti- mated by management, using published sources and bids received from third parties. Due to this impairment analysis, we recorded a pretax asset writedown of $320 million in the quarter ended December 31, 1999. We changed our business practice regarding the disposal of surplus aircraft parts and entered into an agreement to sell all of our existing surplus air- craft parts inventory to a third party. Accordingly, we wrote down surplus aircraft parts and obsolete flight equipment and parts to their estimated fair values. We determined the estimated fair value of inventory using the negotiated purchase price. This resulted in a pretax charge of $107 million in the quarter ended September 30, 1999. We implemented certain technology initiatives which resulted in an abandonment of certain legacy hardware and software assets. We also decided to streamline certain administrative processes. Accordingly, we recorded a pretax charge of $42 million in the quarter ended September 30, 1999. We also remeasured the useful lives of certain technology assets that are still in use but that will be replaced earlier than originally planned. The effect of the remeasure- ment on depreciation expense was immaterial. 9. Lease Obligations Delta leases aircraft, airport terminal and mainte- nance facilities, ticket offices and other property and equipment. We record rent expense on a straight-line basis over the life of the lease. Rental expense for operating leases totaled $1.3 billion, $1.1 billion and $1.0 billion in 2000, 1999 and 1998, respectively. Amounts due under capital leases are recorded as liabilities. Our interest in assets acquired under capital leases is shown as an asset on our Consolidated Balance Sheets. Amortization of assets recorded under capital leases is included in depreciation expense in our Consolidated Statements of Income. The following table summarizes, as of December 31, 2000, our minimum rental commit- ments under capital leases and operating leases with initial or remaining terms in excess of one year: Years Ending December 31, Capital Operating (In Millions) Leases Leases 2001 $ 51 $ 1,204 2002 39 1,218 2003 29 1,189 2004 21 1,153 2005 14 1,138 After 2005 17 9,218 Total minimum lease payments 171 $15,120 Less: Amounts of lease payments which represent interest 32 Present value of future minimum capital lease payments 139 Less: Current obligations under capital leases 40 Long-term capital lease obligations $ 99 As of December 31, 2000, we operated 328 air- craft under operating leases and 48 aircraft under capital leases. These leases have remaining terms ranging from six months to 18 years. Certain municipalities have issued special facil- ity revenue bonds to build or improve airport and maintenance facilities leased to Delta. The facility lease agreements require Delta to make rental pay- ments sufficient to pay principal and interest on the bonds. The above table includes $2.0 billion of operating lease rental commitments for such pay- ments. Delta has purchased irrevocable direct-pay letters of credit totaling $104 million to support some of these obligations. 10. Purchase Commitments and Contingencies Future expenditures for aircraft and engines on firm order as of January 26, 2001 are estimated to be $9.6 billion. The following table shows the timing of these commitments: Years Ending December 31, (In Billions) 2001 2002 2003 2004 2005 After2005 Total Amount $2.3 2.0 2.0 1.9 1.0 0.4 $9.6 We have joint marketing and Delta Connection carrier agreements with two regional jet operators under which Delta schedules certain regional jets operated by those airlines, sells the seats on those flights and retains the related revenues. We pay those airlines an amount that is based on their cost of operating those flights plus a specified mar- gin. We estimate that these payments will total approximately $200 million for the twelve months ending December 31, 2001. The joint marketing agreements expire in 2010, but we may terminate these agreements prior to their expiration dates in certain circumstances. Delta is a defendant in legal actions relating to antitrust matters, employment practices, environ- mental issues and other matters concerning our business. Although the ultimate outcome of these matters cannot be predicted with certainty, we believe that the resolution of these actions is not likely to have a material adverse effect on our Consolidated Financial Statements. Delta self-insures a portion of its losses from claims related to workers' compensation, environmen- tal issues, property damage and general liability. Losses are accrued based on an estimate of the ultimate aggregate liability for claims incurred, using certain actuarial assumptions followed in the insur- ance industry and based on Delta's experience. Approximately 17% of our employees, including all of our pilots, are covered by collective bargaining agreements. The outcome of our collective bargain- ing negotiations with unions cannot presently be determined. A strike or other job action could have a material adverse impact on our financial condition and operations. See "Collective Bargaining Matters" on page 12 of Management's Discussion and Analysis for additional unaudited information on this subject. 11. Employee Benefit Plans Delta sponsors defined benefit and defined contri- bution pension plans, healthcare plans, and disability and survivorship plans for eligible employees, their eli- gible family members and retirees. We reserve the 27 Notes to the Consolidated Financial Statements December 31, 2000, 1999 and 1998 right to modify or terminate these plans as to all par- ticipants and beneficiaries at any time, except as restricted by the Internal Revenue Code or ERISA. As discussed in Note 1, we changed our year end from June 30 to December 31 and elected to restate our financial statements in order to provide compara- bility between periods. This change does not require a remeasurement of prior pension or postretirement obligations. Therefore, with the exception of net peri- odic costs, the financial data presented in this note has not been restated for the change in year end. Defined Benefit Pension Plans Our qualified defined benefit pension plans meet or exceed ERISA's minimum funding requirements as of December 31, 2000. The following table shows the change in projected benefit obligation for our defined benefit pension plans for the six months ended December 31, 2000 and the twelve months ended June 30, 2000 and 1999: Twelve Twelve Six Months Months Months Ended Ended Ended December 31, June 30, June 30, (In Millions) 2000 2000 1999 Projected benefit obligation at beginning of period $8,901 $8,872 $8,342 Service cost 121 251 240 Interest cost 354 644 585 Actuarial loss (gain) 156 (402) 158 Benefits paid (269) (491) (456) Plan amendments 27 3 Projected benefit obligation at end of period $9,263 $8,901 $8,872 We used the following actuarial assumptions to determine the actuarial present value of our pro- jected benefit obligation: September 30, March 31, March 31, ___________ 2_0--'-0--'-0-~ 2000 1999 Weighted average discount rate 8.25% 8.25% 7.25% Rate of increase in future compensation levels 5.35% 4.93% 4.43% Expected long-term rate of return on plan assets 10.00% 10.00% 10.00% The following table shows the change in the fair value of our defined benefit pension plan assets for 28 DELTA AIR L IN ES , IN C . the six months ended December 31, 2000 and the twelve months ended June 30, 2000 and 1999: Twelve Twelve Six Months Months Months Ended Ended Ended December 31, June 30, June 30, (In Millions) 2000 2000 1999 Fair value of plan assets at beginning of period $10,721 $ 9,020 $9,121 Actual return on plan assets (80) 2,144 310 Employer contributions 26 48 45 Benefits paid (269) (491) (456) Fair value of plan assets at end of period $10,398 $10,721 $9,020 The prepaid pension cost recognized for these plans on our Consolidated Balance Sheets at December 31, 2000 and June 30, 2000 and 1999 is computed as follows: December 31, June 30, June 30, (In Millions) 2000 2000 1999 Funded status $1,135 $1,820 $148 Unrecognized net actuarial gain (1,558) (2,301) (607) Unrecognized transition obligation 58 58 60 Unrecognized prior service cost 55 57 37 Contributions made between measurement date and year end 12 14 12 Intangible asset (8) (9) (13) Other comprehensive income (2) (1) (2) Accrued pension cost recognized in the Consolidated Balance Sheets $ (308) $ (362) Net periodic pension cost for the years ended December 31, 2000, 1999 and 1998 included the following components: (In Millions) 2000 1999 1998 Service cost $ 250 $239 $224 Interest cost 686 599 582 Expected return on plan assets (924) (794) (731) Amortization of prior service cost 4 4 4 Recognized net actuarial (gain) loss (22) 1 (2) Amortization of net transition obligation 2 2 2 Net periodic pension cost $ (4) $ 51 $ 79 Delta also sponsors non-qualified pension plans which are funded from current assets. The accu- mulated benefit obligation of these plans totaled $413 million at September 30, 2000, $337 million at March 31, 2000 and $301 million at March 31, 1999. Defined Contribution Pension Plans Delta Pilots Money Purchase Pension Plan (MPPP)- We contribute 5% of covered pay to the MPPP for each eligible Delta pilot. The MPPP is related to the Delta Pilots Retirement Plan. The defined benefit pension payable to a pilot is reduced by the actuarial equiva- lent of the accumulated account balance in the MPPP. During the years ended December 31, 2000, 1999 and 1998, we recognized expense of $63 million, $56 million and $52 million, respectively, for this plan. Delta Family-Care Savings Plan-Our Savings Plan includes an employee stock ownership plan (ESOP) feature. Eligible personnel may contribute a portion of their earnings to the Savings Plan. Delta matches 50% of those contributions with a maximum employer contribution of 2% of a participant's earnings. We make quarterly employer contributions by allocating Series B ESOP Convertible Preferred Stock, common stock or cash to the plan. These contributions, which are recorded as salaries and related costs in the accompanying Consolidated Statements of Income, totaled $69 million, $61 million and $49 million in 2000, 1999 and 1998, respectively. When we adopted the ESOP in 1989, we sold 6,944,450 shares of Series B ESOP Convertible Preferred Stock to the Savings Plan for $500 million. We have recorded unearned compensation equal to the value of the shares of preferred stock not yet allocated to participants' accounts. We reduce the unearned compensation as shares of preferred stock are allocated to participants' accounts. Dividends on unallocated shares of preferred stock are used for debt service on the Savings Plan 's Series C ESOP Notes and are not considered divi- dends for financial reporting purposes. Dividends on allocated shares of preferred stock are credited to participants' accounts and are considered dividends for financial reporting purposes. Only allocated shares of preferred stock are considered outstand- ing when we compute diluted earnings per share. At December 31, 2000, 3,213,999 shares of Series B ESOP Convertible Preferred Stock were allocated to participants' accounts and 3,181,870 shares were held by the ESOP for future allocations. Other Plans-ASA, Comair and DAL Global Services, Inc. sponsor defined contribution retirement plans for eligible employees. Eligible personnel may contribute a portion of their earnings to the plans through payroll deduction. These plans did not have a material impact on our Consolidated Financial Statements in 2000, 1999 and 1998. Postretirement Benefits Other Than Pensions Our medical plans provide medical and dental benefits to substantially all Delta retirees and their eligible dependents. Benefits are funded from our general assets on a current basis. Plan benefits are subject to copayments, deductibles and other limits as described in the plans. The following table shows the change in our accumulated postretirement benefit obligation (APBO) for the six months ended December 31, 2000 and the twelve months ended June 30, 2000 and 1999: Twelve Twelve Six Months Months Months Ended Ended Ended December 31, June 30, June 30, (In Millions) 2000 2000 1999 APBO at beginning of period $1,749 $1,612 $1,627 Service cost 18 38 37 Interest cost 70 117 112 Benefits paid (46) (80) (71) Actuarial gain (11) (52) (65) Substantive plan change 28 (28) Special termination benefits 86 APBO at end of period $1,780 $1,749 $1,612 The special termination benefits reflected in the above table relate to the early retirement med- ical option offered to certain Delta employees (see Note 8). We used the following actuarial assumptions to determine the actuarial present value of our APBO: September 30, March 31, March 31, _ _ _ _ _ _ _ _ _ _ _ 2::..:0:...::0-=-0--1 2000 1999 Weighted average discount rate Assumed health care cost trend rate* 8.25% 7.00% 8.25% 7.00% 7.25% 5.50% * The assumed healthcare cost trend rate is assumed to decline gradually to 5.25% in 2003 and remain level thereafter. A 1% change in the health care cost rate used in measuring the APBO at September 30, 2000 would have the following effects: (In Millions) 1% Increase Increase (decrease) in total service and interest cost $ 12 Increase (decrease) in the APBO $188 1% Decrease $ (8) $(157) 29 Notes to the Consolidated Financial Statements December 31, 2000, 1999 and 1998 The following table shows the calculation of the accrued postretirement benefit cost recognized on our Consolidated Balance Sheets at December 31, 2000 and June 30, 2000 and 1999: December 31, June 30, June 30, (In Millions) 2000 2000 1999 Funded status $(1,780) $(1,749) $(1 ,612) Unrecognized net gain (loss) (64) (51) 1 Unrecognized prior service cost (283) (302) (371) Contributions made between measurement date and year end 22 20 17 Accrued postretirement benefit cost recognized in the Consolidated Balance Sheets $(2,105) $(2 ,082) $(1 ,965) Our net periodic postretirement benefit cost for the years ended December 31, 2000, 1999 and 1998 included the following components: (In Millions) Service cost Interest cost Amortization of prior service cost Recognized net actuarial (gain) loss Other Net periodic postretirement benefit cost 2000 $ 37 129 (40) $126 1999 1998 $ 35 $ 38 106 117 (38) (42) (1) (4) (5) $ 99 $107 Postemp/oyment Benefits-Delta provides certain other welfare benefits to eligible former or inactive employ- ees after employment but before retirement, primarily as part of the disability and survivorship plans. Postemployment benefit income (expense) was $51 million in 2000, $12 million in 1999, and $(29) million in 1998. We include the amount funded in excess of the liability in other noncurrent assets on our Consolidated Balance Sheets. Future period expenses will vary based on actual claims experi- ence and the return on plan assets. Gains and losses occur because actual experience differs from assumed experience. These gains and losses are amortized over the average future service period of employees. We also amortize differences in prior serv- ice costs resulting from amendments affecting the benefits of retired and inactive employees. 30 D E LTA AIR LIN ES , INC . We regularly evaluate ways to better manage employee benefits and control costs. Any changes to the plans or assumptions used to estimate future benefits could have a significant effect on the amount of the reported obligation and future annual expense. 12. Earnings Per Share We calculate basic EPS by dividing the income available to common shareowners by the weighted average number of common shares outstanding. Diluted EPS includes the dilutive effects of stock options and convertible securities. The following table shows our computation of basic and diluted EPS: Years Ended December 31, (In Millions, except per share data) 2000 1999 1998 Basic: Net income before cumulative effect of changes in accounting principles $ 928 $1,262 $1,078 Dividends on allocated Series B ESOP Convertible Preferred Stock (13) (12) (11) Income available to common shareowners $ 915 $1,250 $1,067 Weighted average shares outstanding 123.8 138.0 147.8 Basic earnings per share before cumulative effect of changes in accounting principles $ 7.39 $ 9.05 $ 7.22 Diluted: Net income before cumulative effect of changes in accounting principles $ 928 $1,262 $1,078 Adjustment to net income assuming conversion of allocated Series B ESOP Convertible Preferred Stock (5) (4) (4) Income available to common shareowners $ 923 $1,258 $1,074 Weighted average shares outstanding 123.8 138.0 147.8 Additional shares assuming: Exercise of stock options 1.6 4.7 4.1 Conversion of allocated Series B ESOP Convertible Preferred Stock 5.4 4.7 4.4 Conversion of performance-based stock units 0.2 0.2 Weighted average shares outstanding as adjusted 131.0 147.6 156.3 Diluted earnings per share before cumulative effect of changes in accounting principles $ 7.05 $ 8.52 $ 6.87 13. Common and Preferred Stock As discussed below, we have reserved shares of stock for the exercise of stock options and for other stock-based awards; for the conversion of our Series B ES0P Convertible Preferred Stock; and in connection with our Shareowner Rights Plan. Shares of Common Stock Reserved For Stock Options and Other Stock-Based Awards To more closely align the interests of directors, officers and other employees with the interests of our shareowners, Delta maintains certain plans which provide for the issuance of common stock in connection with the exercise of stock options and for other stock-based awards. The following table includes information about these plans, including the number of shares of common stock reserved for issuance under each such plan at December 31, 2000. Plan Total Shares Authorized for Issuance Non-Qualified Stock Options Granted Shares Issued 11,391,153 Shares Reserved for Future Issuance Broad-based employee stock option plans1 Delta 2000 Performance Compensation Plan2 Non-Employee Directors' Stock Plan3 Non-Employee Directors' Stock Option Plan4 49,400,000 16,000,000 500,000 250,000 49,400,000 92,458 N/A 55,500 31,058 37,720,440 16,000,000 468,942 250,000 1 In 1996, shareowners approved broad-based pilot and non-pilot stock option plans. Under these two plans, we granted eligible employees non-qualified stock options to purchase a total of 49.4 million shares of common stock in three approximately equal installments on October 30, 1996, 1997 and 1998. These stock options (1) have an exercise price equal to the fair market value of the common stock on the grant date; (2) are generally exercisable beginning one year and ending ten years after the grant date; (3) are forfeited upon termination of employment in certain circumstances; and (4) are not transferrable other than due to the employee's death. No additional stock options may be granted under these plans. 2 On October 25, 2000, shareowners approved this new plan, which amends and restates a prior plan. No awards have been, or will be, granted under the prior plan since that date. At December 31, 2000, there were 12. 7 million shares of common stock reserved for awards (primarily non-qualified stock options) that were outstanding under the prior plan. The new plan authorizes the grant of stock options, and a limited number of other stock awards, up to a total of 16 million shares of common stock when the new plan was adopted. The new plan provides that shares reserved for awards under the plans which are forfeited, settled in cash rather than stock, or withheld, plus shares tendered to Delta in connection with such awards, may be added back to the shares available for future grants. 3 In 1995, shareowners approved this plan, which provides that a portion of each non-employee director's annual retainer will be paid in shares of common stock. It also permits non-employee directors to elect to receive all or a portion of their cash compensation for service as a director in shares of common stock at current market prices. 4 On October 22, 1998, the Board of Directors approved this plan. Each non-employee director receives an annual grant of a non-qualified stock option which, at the time of grant, is intended to have a present value equal to approximately twice the cash portion of the current annual cash retainer of $20,000. Series B ESOP Convertible Preferred Stock Each outstanding share of Series B ES0P Convertible Preferred Stock pays a cumulative cash dividend of 6% per year; is convertible into 1. 7155 shares of common stock at a conversion price of $41.97 per share; and has a liquidation price of $72, plus accrued and unpaid dividends. The Series B ES0P Convertible Preferred Stock generally votes together as a single class with the common stock and has two votes per share. It is redeemable at our option at $72 per share plus accrued and unpaid dividends, payable in cash or common stock. We cannot pay cash dividends on common stock until all cumulative dividends on the Series B ES0P Convertible Preferred Stock have been paid. The conversion rate, conversion price and voting rights of the Series B ESOP Convertible Preferred Stock are subject to adjustment in certain circumstances. All shares of Series B ES0P Convertible Preferred Stock are held of record by the trustee of the Delta Family-Care Savings Plan (See Note 11). At December 31, 2000, 10,989,384 shares of common stock were reserved for issuance for the conversion of the Series B ES0P Convertible Preferred Stock. Shareowner Rights Plan The Shareowner Rights Plan is designed to pro- tect shareowners against attempts to acquire Delta that do not offer an adequate purchase price to all shareowners, or are otherwise not in the best interest of Delta and our shareowners. Under the plan, each 31 Notes to the Consolidated Financial Statements December 31, 2000, 1999 and 1998 outstanding share of common stock is accompanied by one-half of a preferred stock purchase right. Each whole right entitles the holder to purchase 1/100 of a share of Series D Junior Participating Preferred Stock at an exercise price of $300, subject to adjustment. The rights become exercisable only after a per- son acquires, or makes a tender or exchange offer that would result in the person acquiring, beneficial ownership of 15% or more of our common stock. If a person acquires beneficial ownership of 15% or more of our common stock, each right will entitle its holder (other than the acquiring person) to exercise his rights to purchase our common stock having a market value of twice the exercise price. If a person acquires beneficial ownership of 15% or more of our common stock and (1) we are involved in a merger or other business combination in which Delta is not the surviving corporation, or (2) we sell more than 50% of our assets or earning power, then each right will entitle its holder (other than the acquir- ing person) to exercise his rights to purchase common stock of the acquiring company, having a market value of twice the exercise price. The rights expire on November 4, 2006. Delta may redeem the rights for $0.01 per right at any time 15. Stock Options and Awards D E LTA AIR L IN ES , INC. before a person becomes the beneficial owner of 15% or more of our common stock. At December 31, 2000, 2,250,000 shares of preferred stock were reserved for issuance under the Shareowner Rights Plan. 14. Common Stock Repurchases We repurchased 10.6 million shares of common stock for $502 million in 2000. In 1999, we repur- chased 11.0 million shares of common stock for $625 million, which included five million shares held by Singapore Airlines. These repurchases were made under certain now completed stock buyback programs, and the ongoing common stock repur- chase authorization described below. In 1996, our Board of Directors authorized us to repurchase up to 49.4 million shares of common stock issued under our broad-based employee stock option plans (See Note 13). As of December 31, 2000, we had repurchased 21.6 million shares of common stock under the authorization. We are authorized to repurchase the remaining shares as employees exercise their stock options under those plans. Repurchases are subject to market condi- tions and may be made in the open market or in privately negotiated transactions. The following table summarizes all stock option and stock appreciation rights (SAR) activity during 2000, 1999 and 1998: Stock Options Outstanding at beginning of year Granted Exercised Forfeited Outstanding at end of year Stock options exercisable at year end s hares (000) 4 7,859 3,914 (725) (683) 5 0,365 4 6,309 2000 Weighted Average Exercise Shares Price (000) $48 47,663 52 3,395 41 (2,410) 53 (789) 48 47,859 $48 44,615 1999 1998 Weighted Weighted Average Average Exercise Shares Exercise Price (000) Price $47 31,892 $43 58 20,896 51 44 {4,955) 34 49 (170) 50 48 47,663 47 $47 27 ,557 $44 The following table summarizes information about stock options outstanding and exercisable at December 31, 2000: Range of Exercise Prices $26-$34 $35-$41 $42-$63 32 Number Outstanding (000) 211 7,580 42,574 Stock Options Outstanding Weighted Average Remaining Life (Years) 4 6 7 Weighted Average Exercise Price $26 35 51 Stock Options Exercisable Number Exercisable (000) 211 7,580 38,518 Weighted Average Exercise Price $26 35 51 The estimated fair values of stock options granted in 2000, 1999 and 1998 were derived using the Black-Scholes stock option pricing model. The exercise price for stock options, and the base measuring price of tandem stock appreciation rights (which were granted prior to 1993), is the fair market value of the common stock on the grant date. The following table shows our assumptions and the weighted average fair values of stock options: Stock Options Granted Assumption 2000 1999 1998 Risk-free interest rate 6.2% 6.0% 4.4% Average expected life of stock options (in years) 7.5 7.5 4.9 Expected volatility of common stock 26.9% 26.7% 26.2% Expected annual dividends on common stock $0.10 $0.10 $0.10 Weighted average fair value of stock options $ 23 $ 26 $ 16 The following table shows what our net income and earnings per share would have been for 2000, 1999 and 1998 had we accounted for our stock option plans under the fair value method of SFAS 123, "Accounting for Stock-Based Compensation:" (In Millions) 2000 1999 1998 Net Income: As reported $828 $1,208 $1,078 As adjusted for the fair value method under SFAS 123 801 1,147 994 Basic earnings per share: As reported $6.58 $ 8.66 $ 7.22 As adjusted for the fair value method under SFAS 123 6.36 8.23 6.66 DIiuted earnings per share: As reported $6.28 $ 8.15 $ 6.87 As adjusted for the fair value method under SFAS 123 6.07 7.75 6.42 Under SFAS 123, we are not required to include stock options granted before 1996 as compensation in determining pro forma net income. Therefore, the pro forma effects of SFAS 123 on net income and earnings per share for the periods presented may not be representative of the pro forma effects of SFAS 123 in future years. After December 31, 2000, we granted stock options covering a total of 2.4 million shares of common stock under the Delta 2000 Performance Compensation Plan, with an exercise price of $45.94. 16. Comprehensive Income Comprehensive income includes unrealized gains and losses on marketable equity securities and changes in the fair value of certain derivative instruments which qualify for hedge accounting. Comprehensive income totaled $0.9 billion, $1.3 bil- lion-and $1.1 billion for 2000, 1999 and 1998, respectively. The difference between net income and comprehensive income for 2000, 1999 and 1998 is detailed in the following table: .,_~n_et- i~- - ,~- - ~n-~"-~-------$ 2 -~-~-~--1 $t;~: Realization of gains from the sale of investments Unrealized gain on marketable equity securities Unrealized gain on derivative instruments Total other comprehensive income Income tax effect on other comprehensive income Total other comprehensive income, net of income taxes Comprehensive income, net of income taxes (301) (877) 16 1,108 439 154 (60) 94 $ 922 231 (90) 141 $1,349 1998 $1,078 95 95 (37) 58 $1,136 As of December 31, 2000, we had recorded $268 million, net of tax, as unrealized gains on open fuel hedge contracts in accordance with SFAS 133. This amount is included in unrealized gains on derivative instruments in the table above. We anticipate that $196 million, net of tax, will be realized during 2001 as the related contracts settle. Upon the adoption of SFAS 133 on July 1, 2000, we recorded unrealized fuel hedge gains of $416 mil- l ion. We anticipate $289 million of that total will be realized during the 12 months ending July 1, 2001. For additional information on the adoption of SFAS 133, see Note 3. 17. Sale of Receivables During 1999, we entered into an agreement under which we sold a defined pool of our accounts receivable, on a revolving basis, through a special purpose, wholly owned subsidiary to a third party. We initially sold receivables with a fair value of $54 7 million to the subsidiary. In exchange for the receivables sold, we received (1) $325 million in cash from the subsidiary's sale of an undivided interest in the pool of receivables to a third party and (2) a $222 million subordinated promissory note from the subsidiary. The amount of the promissory note fluctuates because it represents the portion of the purchase price payable for the volume of receivables sold. We retained servicing and record- keeping responsibilities for the receivables sold. This agreement was renewed on June 15, 2000 and will expire on June 15, 2001. 33 Notes to the Consolidated Financial Statements December 31, 2000, 1999 and 1998 As part of the agreement, the subsidiary is required to pay fees to a third party based on the amounts invested by the third party. For 2000 and 1999, these fees were $22 million and $10 million, respectively. The fees are included in other income (expense) under miscellaneous (expense) income, net in our Consolidated Statements of Income. As part of this transaction, Delta funded $83 mil- lion to the subsidiary to purchase additional receiv- ables in June 2000. The principal amount of the promissory note was $92 million and $171 million at December 31, 2000 and 1999, respectively, and is included as accounts receivable on our Consolidated Balance Sheets. 18. Business Acquisitions We acquired a majority interest in Comair Holdings in November 1999 and completed our acquisition of that company in January 2000 for a total purchase price of $1.8 billion. Prior to this acquisition, we owned 22% of the outstanding common stock of Comair Holdings. Our Consolidated Financial Statements in this Annual Report include Comair Holdings' balance sheet as of December 31, 2000 and 1999 and its results of operations from November 22, 1999. We acquired a majority interest in ASA Holdings in March 1999, and completed our acquisition of that company in April 1999 for a total purchase price of $700 million. Prior to this acquisition, we owned 28% of the outstanding common stock of ASA Holdings. Our Consolidated Financial Statements in this Annual Report include ASA Holdings' balance sheets as of December 31, 2000 and 1999 and its results of operations from April 1, 1999. We used the purchase method of accounting to record the acquisition of Comair Holdings and ASA 20. Quarterly Financial Data (Unaudited) D E LTA A I R LIN ES , INC. Holdings. The purchase price of the shares acquired was allocated to the assets acquired and the liabili- ties assumed based on estimated fair values at the respective acquisition date for both Comair Holdings and ASA Holdings. Based on the allocation, the total costs of the acquisitions exceeded the estimated fair values of the underlying net assets by $1.45 billion and $534 million for Comair Holdings and ASA Holdings, respectively. These amounts are being amor- tized on a straight-line basis over a 40 year period. 19. Geographic Information SFAS 131 requires us to disclose certain infor- mation about our operating segments. Operating segments are defined as components of an enter- prise with separate financial information which is eval- uated regularly by the chief operating decision maker and is used in resource allocation and performance assessments. We are managed as a single business unit that provides air transportation of passengers and cargo. Our operating revenues by geographic region for 2000, 1999 and 1998 are summarized in the following table: (In Millions) 2000 1999 1998 North America $14,004 $12,259 $11,555 Atlantic 1,988 1,930 2,125 Pacific 297 319 322 Latin America 452 375 310 Total $16 741 $14,883 $14,312 Operating revenues are assigned to a specific geographic region based on the origin and destina- tion of each flight segment. Our tangible assets consist primarily of flight equipment, which is mobile across geographic markets. Accordingly, assets are not allocated to specific geographic regions. The following table summarizes our unaudited quarterly results of operations for 2000 and 1999 (in mil- lions, except per share data): 2000 Operating revenues Operating income Net income Basic earnings per share* Diluted earnings per share* Mar. 31 $3,911 $ 343 $ 217 $ 1.68 $ 1.61 Three Months Ended June 30 Sept. 30 Dec. 31 $4,469 $4,345 $4,016 $ 606 $ 510 $ 178 $ 460 $ 133 $ 18 $ 3 .73 $ 1.05 $ 0.12 $ 3.51 $ 1.01 $ 0.12 Three Months Ended 1999 Mar. 31 June 30 Sept. 30 Dec. 31 Operating revenues $3,469 $3,907 $3,829 $3,678 Operating income $ 350 $ 630 $ 336 $ 2 Net income $ 159 $ 357 $ 344 $ 348 Basic earnings per share* $ 1.10 $ 2.53 $ 2.46 $ 2.60 Diluted earnings per share* $ 1.03 $ 2.35 $ 2.33 $ 2.48 34 * The sum of the quarterly earnings per share does not equal the annual earnings per share due to changes in average shares outstanding. The results presented are net of the cumulative effect of changes in accounting principles. Report of Management The integrity and objectivity of the information presented in this Annual Report are the responsibil- ity of Delta management. The financial statements contained in this report have been audited by Arthur Andersen LLP, independent public accountants, whose report appears below. Delta maintains a system of internal financial controls which are assessed on an ongoing basis through a program of internal audits. These controls include the selection and training of Delta's man- agers, organizational arrangements that provide a division of responsibilities, and communication pro- grams explaining our policies and standards. We believe this system provides reasonable assurance that transactions are executed in accordance with management's authorization; that transactions are appropriately recorded to permit preparation of finan- cial statements which, in all material respects, are Report of Independent Public Accountants To Delta Air Lines, Inc.: We have audited the accompanying consolidated balance sheets of Delta Air Lines, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2000 and 1999, and the related consolidated state- ments of income, cash flows and shareowners' equity for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and per- form the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclo- sures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement DELTA AIR L IN ES , I C . presented in conformity with accounting principles generally accepted in the United States; and that assets are properly accounted for and safeguarded against loss from unauthorized use. The Board of Directors pursues its responsibili- ties for these financial statements through its Audit Committee, which consists solely of directors who are neither officers nor employees of Delta. The Audit Committee meets periodically with the independent public accountants, the internal auditors and man- agement to discuss internal accounting control, audit- ing and financial reporting matters. M. Michele Burns Executive Vice President and Chief Financial Officer ~o(i ~ - Chairman and Chief Executive Officer DELTA AIR LINES , INC . presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Delta Air Lines, Inc. and subsidiaries as of December 31, 2000 and 1999, and the consolidated results of their opera- tions and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. As discussed in Note 3 to the consolidated financial statements, effective July 1, 2000, Delta Air Lines, Inc. changed its method of accounting for derivative instruments and hedging activities. As dis- cussed in Note 5 to the consolidated financial state- ments, effective January 1, 1999, Delta Air Lines, Inc. changed its method of accounting for the sale of mileage credits to participating partners in its fre- quent flyer program. ~~ L-z:P Atlanta, Georgia January 26, 2001 35 36 Consolidated Summary of Operations DELTA AIR LINES , IN C . For they d d D ears en e b 31 ecem er ' 2000~ 1999-2 1998 19973 (In Millions, Except Per Share Data) Operating revenues $16,741 Operating expenses 15,104 $14,883 13,565 $14,312 12,509 $13,868 12,240 Operating income (loss) 1,637 Interest income (expense), net' (271) Miscellaneous income, net8 342 Fair value adjustments of SFAS 133 derivatives (159) 1,318 {126) 901 - 1,803 (66) 39 - 1 ,628 (98) 13 - Income {loss) before income taxes 1,549 Income tax benefit {provision) (621) Amortization of investment tax credits - 2,093 {831) - 1,776 {698) - 1,543 (609) - Net income {loss) before cumulative effect of change in accounting principle 928 Net income {loss) after cumulative effect of 1,262 1,078 934 change in accounting principle 828 Preferred stock dividends (13) 1,208 (12) 1,078 (11) 934 (10) Net income {loss) attributable to common shareowners $ 815 $ 1,196 $ 1,067 $ 924 Earnings {loss) per share before cumulative effect of change in accounting principle Basic $ 7.39 $ 9.05 $ 7.22 $ 6.28 Diluted $ 7.05 $ 8.52 $ 6.87 $ 6.02 Earnings {loss) per share Basic $ 6.58 $ 8.66 $ 7.22 $ 6.28 Diluted $ 6.28 $ 8.15 $ 6.87 $ 6.02 Dividends declared per common share $ 0.10 $ 0.10 $ 0.10 $ 0.10 Other Financial and Statistical Data DELTA A I R LINES , INC. For the years ended December 31, 20001 19992 1998 1997 3 (Financial Data In Millions) Total assets $21,931 $19,942 $14,727 $13,137 Long-term debt and capital leases (excluding current maturities) $ 5,896 $ 4,303 $ 1,720 $ 1,692 Shareowners' equity $ 5,343 $ 4,908 $4,077 $ 3,407 Shares of Common Stock outstanding at year end 123,013,372 132,893,470 141,514,262 149,037,632 Revenue passengers enplaned (Thousands) :U.9,930 110,083 105,304 103,233 Available seat miles (Millions) 154,974 147,073 142,154 138,831 Revenue passenger miles (Millions) 112,998 106,165 103,342 99,689 Operating revenue per available seat mile 10.80 10.12 10.07 9.99 Passenger mile yield 13.86 13.14 12.99 13.04 Operating cost per available seat mile 9.75 9 .22 8.80 8.82 Passenger load factor 72.91% 72.18% 72.70% 71.81% Breakeven passenger load factor 65.29% 65.37% 62.94% 62.78% Available ton miles (Millions) 22,925 21,245 20,312 19,462 Revenue ton miles (Millions) 13,058 12,227 12,052 11,644 Operating cost per available ton mile 65.88 63.85 61.58 62.89 ' Includes pretax income of $51 million of unusual items, net, ($0.25 basic and $0.24 diluted after-tax earnings per share), excluding the cumulative effect of a change in accounting principle (see Note 8). ' Includes pretax income of $418 million of unusual items, net ($1.85 basic and $1. 73 diluted after-tax earnings per share), excluding the cumulative effect of a change in accounting principle (see Note 8). 3 Includes $52 million in pretax restructuring and other unusual charges ($0.35 basic and $0.34 diluted after-tax earnings per share). Includes $829 million in pretax restructuring and other unusual charges ($6.49 basic and $5.25 diluted after-tax earnings per share). Includes $414 million in pretax restructuring charges ($4.10 after-tax earnings per share). Includes $194 million in pretax restructuring charges ($1.94 after-tax earnings per share). ' Includes interest income. Includes gains from the sale of investments. All share and earnings per share amounts for years prior to 1999 have been restated to reflect the two-for-one common stock split that became effective on November 2, 1998. 19964 1995 19945 19936 1992 1991 1990 $12,898 $12,218 $12,044 $11,808 $11,580 $10,020 $8,707 12,324 11,174 12,259 11,954 12,432 10,277 8,935 574 1,044 (215) (146) (852) (257) (228) (125) (263) (192) (289) (121) (140) (57) (30) 74 (8) 60 36 31 44 - - - - - - - 419 855 (415) (375) (937) (366) (241) (171) (344) 140 149 332 115 72 - - - - 5 11 15 248 511 (275) (226) (600) (240) (154) 248 511 (161) (226) (1,187) (240) (154) (42) (88) (98) (110) (65) (20) (21) $ 206 $ 423 $ (259) $ (336) $ (1,252) $ (260) $ (175) $ 1.62 $ 4.15 $ (3.70) $ {3.36) $ (6.70) $ (2.74) $ (1.91) $ 1.62 $ 3.35 $ (3.70) $ {3.36) $ (6.70) $ (2.74) $ (1.91) $ 1 .62 $ 4.15 $ (2.57) $ (3.36) $ (12.61) $ (2.74) $ (1.91) $ 1 .62 $ 3.35 $ (2.57) $ (3.36) $ (12.61) $ (2.74) $ (1.91) $ 0.10 $ 0.10 $ 0.10 $ 0 .10 $ 0.60 $ 0.60 $ 0 .60 19964 1995 19945 19936 1992 1991 1990 $12,026 $11,998 $11,384 $11,600 $10,156 $9,083 $7,327 $ 2,045 $ 2,981 $ 3,051 $ 3,433 $ 2,491 $2,494 $1,494 $ 2,470 $ 2,079 $ 1,611 $ 1,785 $ 2,699 $2,258 $2,040 146,281,410 102,343,078 101,215,994 100,415,724 99,471,880 98,838,570 84,749,280 97,281 86,992 89,054 85,032 83,117 74,281 65,871 133,714 130,176 130,367 132,921 131,389 111,420 99,777 93,929 85,168 86,357 82,860 80,496 67,269 58,982 9.65 9.39 9.24 8.88 8.81 8.99 8.73 12.91 13.37 12.98 13.67 13.33 13.91 13.82 9.22 8.58 9.40 8.99 9.46 9 .22 8.95 70.25% 65.43% 66.24% 62.34% 61.27% 60.37% 59.11% 66.91% 59.43% 67.51% 63.14% 66.13% 62.03% 60.77% 18,489 18,047 18,109 18,375 17,956 14,885 13,095 10,806 9,927 10,117 9,601 9,263 7,704 6,732 66.65 61.92 67.70 65.06 69.24 69.04 68.23 37 Officers Leo F. Mullin Chairman and Chief Executive Officer Malcolm B. Armstrong Executive Vice President-Operations M. Michele Burns Executive Vice President and Chief Financial Officer Robert L. Colman Executive Vice President-Human Resources Vicki B. Escarra Executive Vice President-Customer Service Frederick W. Reid Executive Vice President and Chief Marketing Officer Delta Subsidiaries Robert P. DeRodes President and Chief Executive Officer-Delta Technology, Inc. Chief Information Officer-Delta Air Lines, Inc. David A. Siebenburgen President and Chief Executive Officer-Delta Connection, Inc. W. E. (Skip) Barnette President-ASA Holdings Inc., and Atlantic Southeast Airlines, Inc. Randy D. Rademacher President-Comair Holdings, Inc., and Comair, Inc. Edward H. Bastian Senior Vice President-Finance and Controller David S. Bushy Senior Vice President-Flight Operations Frederick W. P. Buttrell Senior Vice President-Strategy and Business Development Vincent F. Caminiti Senior Vice President-e-Business Anthony N. Charaf Senior Vice President-Delta Air Logistics Lamar Chesney Senior Vice President-Supply Chain Mark A. P. Drusch Senior Vice President-Network Management Robert S. Harkey Senior Vice President-General Counsel and Secretary Lee A. Macenczak Senior Vice President-Sales and Distribution Paul G. Matsen Senior Vice President-International and Alliances John N. Selvaggio Senior Vice President-Airport Customer Service Thomas J. Slocum Senior Vice President-Corporate Communications Ray Valeika Senior Vice President-Technical Operations Sharon I. Wibben Senior Vice President-In-Flight Service D. Scott Yohe Senior Vice President-Government Affairs Anthony L. Austin Vice President-Human Resources-Customer Service R. Michael Bell Vice President-Schedule Development Gerald A. Bemis Vice President-Line Maintenance Operations 38 Harlan R. Bennett Vice President-Revenue Management Harold L. Bevis Vice President-Public Affairs Doug W. Blissit Vice President-Network Analysis John W. Boatright Vice President-Properties and Facilities Maureen Dunphy Brady Vice President-Customer Service W. Martin Braham Vice President-DAL Global Services Walter A. Brill Vice President-Associate General Counsel Robert T. Cirulnick Vice President-Finance-Customer Service Paulette L. Corbin Vice President-Airport Customer Service-West Richard N. Cordell Vice President-Atlanta Customer Service-Central Jack A. Daulton Vice President-Corporate Security Terry M. Erskine Vice President-Employee Relations Jeffrey T. Fisher Vice President-Finance-Marketing Hank Halter Vice President-Finance-Operations Todd Helvie Vice President-Corporate Tax Subodh Karnik Vice President-Finance-Corporate Development Leslie P. Klemperer Vice President-Associate General Counsel and Assistant Secretary William D. Kline Vice President-Chief Learning Officer Joseph Licitra Vice President-Airport Customer Service-East John C. Marshall Vice President-Corporate Safety and Compliance James V. Maucere Vice President-Base, Engine and Component Maintenance Patrice G. Miles Vice President-Consumer Marketing Leon A. Piper Vice President-Worldwide Benefits and Health Resources Udo Rieder Vice President-Engineering and Quality Gregory L. Riggs Vice President-Deputy General Counsel and Assistant Secretary David J. Smith Vice President-Global Rewards and Recognition Belinda R. Stubblefield Vice President-Global Diversity William F. Wangerien Vice President-Operational Planning, Control and Reliability Patrick H. Wildenburg, Jr. Vice President-Global Sourcing and e-Business-82B Lemuel R. Wimbish Vice President-Atlanta Worldport Michael M. Young Vice President-Community Affairs Dean C. Arvidson Assistant Secretary Susan T. Hudson Assistant Secretary Board Of Directors Edwin L. Artzt Non-Executive Chairman of the Board, Spalding Holdings Corporation; retired Chairman of the Board and Chief Executive Officer, The Procter & Gamble Company James L. Broadhead Chairman of the Board and Chief Executive Officer, FPL Group, Inc. and Florida Power & Light Company Edward H. Budd Retired Chairman of the Board and Chief Executive Officer, The Travelers Corporation R. Eugene Cartledge Non-Executive Chairman of the Board, Generac Portable Products Inc.; Retired Chairman of the Board and Chief Executive Officer, Union Camp Corporation Mary Johnston Evans Director of Household International, Inc.; Moody's Corporation and Sunoco, Inc. George M.C. Fisher Retired Chairman of the Board and Chief Executive Officer, Eastman Kodak Company David R. Goode Chairman of the Board, President and Chief Executive Officer, Norfolk Southern Corporation Gerald Grinstein Non-Executive Chairman of the Board, Agilent Technologies, Inc.; retired Chairman of the Board, Burlington Northern Santa Fe Corporation; former Chief Executive Officer, Western Air Lines, Inc. Leo F. Mullin Chairman and Chief Executive Officer, Delta Air Lines, Inc.; former Vice Chairman, Unicom Corporation and Commonwealth Edison Company; former President and Chief Operating Officer, First Chicago Corporation John F. Smith, Jr. Chairman of the Board and retired Chief Executive Officer, General Motors Corporation; Chairman of Catalyst Andrew J. Young Chairman of the Board and Senior Partner, Goodworks International', Inc.; Chairman of the Southern Africa Enterprise Development Fund; former Mayor of Atlanta, Georgia; former United States Ambassador to the United Nations; former member of the U.S. House of Representatives Delta Board Council Representatives Richard C. Buckalew Operational Support/Clerical Michele F. Chase Field and Cargo Sales Theresa M. Hicks Supervisory/ Administrative Paul A. Letourneau Technical Operations Representative of Air Line Pilots Association, International Captain Mark D. Halsor- Associate non-voting member of the Board of Directors Board Committees Audit James L. Broadhead, Chairman Mary Johnston Evans George M.C. Fisher Andrew J. Young Benefit Funds Investment Andrew J. Young, Chairman James L. Broadhead R. Eugene Cartledge Mary Johnston Evans John F. Smith, Jr. Corporate Governance Mary Johnston Evans, Chairman James L. Broadhead Gerald Grinstein John F. Smith, Jr. Andrew J. Young Corporate Strategy R. Eugene Cartledge, Chairman Edwin L. Artzt James L. Broadhead Edward H. Budd Gerald Grinstein Executive Gerald Grinstein, Chairman Edwin L. Artzt James L. Broadhead Edward H. Budd R. Eugene Cartledge Mary Johnston Evans Andrew J. Young Finance Edwin L. Artzt, Chairman Edward H. Budd R. Eugene Cartledge David R. Goode Gerald Grinstein Personnel & Compensation Edward H. Budd, Chairman George M.C. Fisher David R. Goode Gerald Grinstein William M. Morey Reservation Sales and City Ticket Offices Larry J. Stites Airport Customer Service and Air Logistics Dale C. Williams In-Flight Service 39 Shareowner Information TRANSFER AGENT, REGISTRAR AND DIVIDEND PAYING AGENT FOR COMMON STOCK Registered shareowner inquiries regarding stock transfers, address changes, lost stock certificates, dividend payments or account consolidations should be directed to: First Chicago Trust Company of New York a Division of EquiServe P. 0. Box 2500 Jersey City, New Jersey 07303-2500 Telephone (201) 324-1225 www.equiserve.com DIRECTSERVICETM INVESTMENT PROGRAM Investors may purchase Delta common stock under this program, which is sponsored and administered by First Chicago Trust Company of New York, a Division of EquiServe. All correspondence and inquiries concerning the program should be directed to: The DirectSERVICE Investment Program c/o EquiServe P. 0. Box 2598 Jersey City, New Jersey 07303-2598 Telephone (201) 324-1225 www.equiserve.com ANNUAL MEETING The Annual Meeting of Shareowners will be held on Thursday, April 26, 2001 at 9:00 a.m., local time at The Grand America Hotel, 555 South Main Street, Salt Lake City, Utah. AVAILABILITY OF FORM 10-K AND OTHER FINANCIAL INFORMATION A copy of Delta's Annual Report on Form 10-K for the year ended December 31, 2000, and other financial documents, are available on-line at www.delta.com . To receive materials by mail, call (866) 240-0597 or mail requests to: Delta Air Lines, Inc. Investor Relations, Department 829 P. 0. Box 20706 Atlanta, Georgia 30320-6001 Company documents filed electronically with the SEC can also be found on the SEC's Web site www.sec.gov. A copy of this Annual Report can be found on Delta's Web site www.delta.com . 40 INVESTOR RELATIONS Telephone inquiries related to financial information, other than requests for financial documents, may be directed to Delta Investor Relations at (866) 715-2170. D E L T A AIR LIN E S, INC . INDEPENDENT PUBLIC ACCOUNTANTS Arthur Andersen LLP 133 Peachtree Street, N.E. Atlanta, Georgia 30303 COMMON STOCK Listed on the New York Stock Exchange under the ticker symbol DAL. NUMBER OF SHAREOWNERS As of December 31, 2000, there were 21,194 registered owners of common stock. MARKET PRICES AND DIVIDENDS Cash Dividends Closing Price of per Year 2000 Common Stock Common Share Quarter Ended: High Low March 31 54.75 43.63 0.025 June 30 57.06 49.00 0.025 September 30 57.50 44.38 0.025 December 31 50.19 40.38 0.025 Cash Dividends Closing Price of per Year 1999 Common Stock Common Share Quarter Ended: High Low March 31 70.94 49.00 0.025 June 30 71.56 55.44 0.025 September 30 63.13 46.19 0.025 December 31 54.44 47.56 0.025 AVAILABILITY OF EQUAL EMPLOYMENT OPPORTUNITY REPORT A copy of Delta's Equal Employment Opportunity Report is available without charge upon written request. Requests may be directed to: Delta Air Lines, Inc. Equal Opportunity, Department 955 P.O. Box 20706 Atlanta, Georgia 30320-6001 AVAILABILITY OF ENVIRONMENTAL REPORT A copy of Delta's Environmental Report is available on-line at www.delta.com or upon written request. Requests may be directed to: Delta Air Lines, Inc. Corporate Communications, Department 978 P.O. Box 20706 Atlanta, Georgia 30320-6001 I i I I~ 0 Q. lJ.J a:: ....I