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DELTA AIR LINES INC /DE/ (DAL)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 03/27/2003
Filed Period 12/31/2002

Table of contents

  • Page 1
    DELTA AIR LINES INC /DE/ (DAL) 10-K Annual report pursuant to section 13 and 15(d) Filed on 03/27/2003 Filed Period 12/31/2002

  • Page 2

  • Page 3
    ...ATLANTA, GEORGIA (Address of principal executive offices) 58-0218548 (I.R.S. Employer Identification No.) 30320-6001 (Zip Code) Registrant's telephone number (including area code): (404) 715-2600 Securities registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS Common Stock, par value...

  • Page 4
    ..., the airline pricing environment, the growth of low-cost carriers, international alliances, codesharing programs, capacity decisions by competitors and mergers and acquisitions; Outcomes of negotiations on collective bargaining agreements and other labor issues; Changes in the availability or cost...

  • Page 5
    ... Aviation Administration and other regulatory agencies; and The outcome of Delta's litigation. Caution should be taken not to place undue reliance on Delta's forward-looking statements, which represent Delta's views only as of the date of this Form 10-K, and which Delta has no current intention to...

  • Page 6
    ... of Delaware. Its principal executive offices are located at Hartsfield Atlanta International Airport in Atlanta, Georgia. Delta's telephone number is (404) 715-2600, and its Internet address is "www.delta.com". Delta makes available free of charge on its website its Annual Report on Form 10-K, its...

  • Page 7
    ... route network, and develop common sales, marketing and discount programs for customers. Delta Connection Program. The Delta Connection program is Delta's regional carrier service, which feeds traffic to Delta's route system through contracts with regional air carriers that operate flights serving...

  • Page 8
    ...Financial Statements on pages 48-50 of Delta's 2002 Annual Report to Shareowners, which is incorporated by reference. Delta's contract with Eagle, which is limited to certain flights operated to and from the Los Angeles International Airport, is structured as a revenue proration agreement. The Delta...

  • Page 9
    ... relating to air carrier flight operations, including airline operating certificates, control of navigable air space, flight personnel, aircraft certification and maintenance, and other matters affecting air safety. Authority to operate international routes and international codesharing arrangements...

  • Page 10
    ... served by Delta are subject to competition from both new and existing carriers, and service over virtually all of Delta's domestic routes is highly competitive. On most domestic and international routes, the Company competes with at least one, and usually more than one, scheduled passenger airline...

  • Page 11
    ... services to and beyond European cities through alliances with international carriers. The airline industry 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 Delta's passenger mile yield, Delta...

  • Page 12
    ... customers via the Internet. American Airlines, Continental Airlines, Northwest Airlines and United Airlines also hold ownership interests in Orbitz. Consumers use online travel agents for making reservations and purchasing airline tickets, hotel rooms, rental cars and travel-related products. The...

  • Page 13
    ... the Consolidated Financial Statements on pages 39-41, of Delta's 2002 Annual Report to Shareowners, and is incorporated by reference. Although Delta is currently able to obtain adequate supplies of jet fuel, it is not possible to predict the future availability or price of aircraft fuel. Political...

  • Page 14
    ... 430 Employees Comair Flight Attendants 770 AMENDABLE DATE OF COLLECTIVE BARGAINING UNION AGREEMENT Air Line Pilots Association, May 1, 2005 International Professional Airline Flight December 31, 2004 Control Association Air Line Pilots Association, September 15, 2002 International Association...

  • Page 15
    ... States Environmental Protection Agency (the "EPA") is authorized to regulate aircraft emissions. Delta's aircraft comply with the applicable EPA standards. In February 1998, the EPA and the FAA signed a Memorandum of Agreement ("MOA") to develop a voluntary process with the airline industry to...

  • Page 16
    ... mileage for travel awards by flying on Delta, Delta Connection carriers and participating airlines. Mileage credit may also be earned by using certain services offered by program partners such as credit card companies, hotels, car rental agencies, telecommunication services and internet services...

  • Page 17
    ... Reserve Air Fleet ("CRAF") program, which permits the U.S. military to use the aircraft and crew resources of participating U.S. airlines during airlift emergencies, national emergencies or times of war. Delta has agreed to make available under the CRAF program, during the period October 1, 2002...

  • Page 18
    ... major aircraft maintenance facilities are located at Cincinnati/Northern Kentucky International Airport, Dallas/Ft. Worth International Airport and Salt Lake City International Airport. Delta leases marketing, ticket and reservations offices in certain major cities which it serves; these leases are...

  • Page 19
    ... were filed in the U.S. District Court for the Eastern District of Michigan against Delta, US Airways, Northwest Airlines and the Airlines Reporting Corporation, an airline-owned company that operates a centralized clearinghouse for travel agents to report and account for airline ticket sales. In...

  • Page 20
    ... of North Carolina on behalf of all travel agents in the United States which sold tickets from September 1, 1997 to the present on any of the defendant airlines. The lawsuit alleges that Delta and the other airline defendants conspired to fix travel agent commissions in violation of Section 1 of the...

  • Page 21
    ... and New York. The complaints (1) seek to assert claims on behalf of a class consisting of certain groups of retired and active Delta pilots; (2) allege that the calculation of the retirement benefits of the plaintiffs and the class violated the Retirement Plan and the Internal Revenue Code; and...

  • Page 22
    ... August 1997. He was an executive of First Chicago Corporation from 1981 to 1995, serving as that company's President and Chief Operating Officer from 1993 to 1995. Age 60. President and Chief Operating Officer, May 2001 to date; Executive Vice President and Chief Marketing Officer, July 1998 to May...

  • Page 23
    ... on pages 55-57, and under "Common Stock" and "Market Prices and Dividends" on page 69, of Delta's 2002 Annual Report to Shareowners, and on page 30 of Delta's Proxy Statement dated March 25, 2003, and is incorporated by reference. ITEM 6. SELECTED FINANCIAL DATA Information required by this...

  • Page 24
    ... pages 26-67 of Delta's 2002 Annual Report to Shareowners, and is incorporated by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The Audit Committee of Delta's Board of Directors annually considers and recommends to the Board the selection of...

  • Page 25
    ... within 90 days of the date of filing this report on Form 10-K, Delta's Chairman of the Board and Chief Executive Officer and its Executive Vice President and Chief Financial Officer have concluded that Delta's disclosure controls and procedures are effective in timely alerting them to material...

  • Page 26
    ... The management contracts and compensatory plans or arrangements required to be filed as an exhibit to this Form 10-K are listed as Exhibits 10.6 to 10.20 in the Exhibit Index. (b). During the quarter ended December 31, 2002, Delta filed a Current Report on Form 8-K dated October 15, 2002 regarding...

  • Page 27
    ... which are incorporated by reference to Delta's 2002 Annual Report to Shareowners: Consolidated Balance Sheets - December 31, 2002 and 2001 Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000 Consolidated Statements of Cash Flows for the years ended December 31...

  • Page 28
    ... incorporated by reference in this Form 10-K and have issued our report thereon dated January 23, 2002. Our audits were made for the purpose of forming an opinion on those statements taken as a whole. The schedule listed in the accompanying index is the responsibility of the company's management...

  • Page 29
    SCHEDULE II DELTA AIR LINES, INC. VALUATION AND QUALIFYING ACCOUNTS FOR THE YEAR ENDED...ASSET TO WHICH IT APPLIES: Allowance for uncollectible accounts receivable RESERVE FOR RESTRUCTURING AND OTHER NONRECURRING CHARGES: Balance at Beginning of Period DeductionsDescribe ----------- Balance at End...

  • Page 30
    SCHEDULE II DELTA AIR LINES, INC. VALUATION AND QUALIFYING ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2000 (Amounts in Millions) Column A Column B Column C Additions Charged to Charged to Other Costs and AccountsExpenses Describe Column D Description DEDUCTION (INCREASE) IN ...

  • Page 31
    ... undersigned, thereunto duly authorized, on the 27th day of March, 2003. DELTA AIR LINES, INC. By: /s/ Leo F. Mullin Leo F. Mullin Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the 27th...

  • Page 32
    ... M. Kilts James M. Kilts Director /s/ Leo F. Mullin Leo F. Mullin Chairman of the Board and Chief Executive Officer (Principal Executive Officer) John F. Smith, Jr John F. Smith, Jr. Director Joan E. Spero Joan E. Spero Director Andrew J. Young Andrew J. Young Director *By: /s/ Leo...

  • Page 33
    CERTIFICATIONS I, Leo F. Mullin, certify that: 1. I have reviewed this annual report on Form 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2002; 2. Based on my knowledge, this Form 10-K does not contain any untrue statement of a material fact or omit to state a material fact ...

  • Page 34
    ... significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 27, 2003. /s/ Leo F. Mullin Leo F. Mullin Chairman of the Board and Chief Executive Officer 31

  • Page 35
    CERTIFICATIONS I, M. Michele Burns, certify that: 1. I have reviewed this annual report on Form 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2002; 2. Based on my knowledge, this Form 10-K does not contain any untrue statement of a material fact or omit to state a material ...

  • Page 36
    ... affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 27, 2003. /s/ M. Michele Burns M. Michele Burns Executive Vice President and Chief Financial Officer 33

  • Page 37
    ...'s Certificate of Incorporation (Filed as Exhibit 3.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998).* 3.2. Delta's By-Laws. 4.1. Rights Agreement dated as of October 24, 1996, between Delta and First Chicago Trust Company of New York, as Rights Agent, as amended...

  • Page 38
    ... and Commerzbank AG, New York Branch, as Letter of Credit Fronting Bank and Agent (Filed as Exhibit 4.1 to Delta's Current Report on Form 8-K dated September 27, 2002).* 4.11. Note Purchase Agreement dated February 22, 1990, among the Delta Family-Care Savings Plan, as Issuer, Delta, as Guarantor...

  • Page 39
    ... Program, including forms of agreements entered into as of July 1, 2002 between Delta and its officers (Filed as Exhibit 10 to Delta's Form 10-Q for the quarter ended September 30, 2002).* 10.17. Directors' Deferred Compensation Plan, as amended (Filed as Exhibit 10.1 to Delta's Quarterly Report...

  • Page 40
    ... Code by Delta's Chairman of the Board and Chief Executive Officer and its Executive Vice President and Chief Financial Officer with respect to Delta's Annual Report on Form 10-K for the year ended December 31, 2002 Incorporated by reference. ** Portions of this exhibit have been omitted and filed...

  • Page 41

  • Page 42
    EXHIBIT 3.2 BY-LAWS OF DELTA AIR LINES, INC.

  • Page 43
    ...NAME, INCORPORATION AND LOCATION OF OFFICES...Name and Incorporation...CAPITAL STOCK...Amount and Class Authorized...Stock Certificates...Transfer Agents and Registrars...Transfers of Stock...Lost or Destroyed Certificates...No Preemptive Rights...MEETINGS OF STOCKHOLDERS...Annual Meeting...Special...

  • Page 44
    ... and Payments...9.3 Evidence of Indebtedness and Instruments under Seal...X BOOKS AND RECORDS...10.1 Location...10.2 Inspection...XI TRANSACTIONS WITH OFFICERS AND DIRECTORS...11.1 Validation...XII 12.1 AMENDMENT, REPEAL OR ALTERATION...EMERGENCY BY-LAWS... SECTION ------- PAGE ---13 13 13 13 13...

  • Page 45
    ...LINES, INC. ARTICLE I. NAME, INCORPORATION AND LOCATION OF OFFICES SECTION 1.1 NAME AND INCORPORATION. The name of this corporation is DELTA AIR LINES, INC. It is incorporated under the laws of Delaware in perpetuity. ARTICLE II. CAPITAL STOCK SECTION 2.1 AMOUNT AND CLASS AUTHORIZED. Until otherwise...

  • Page 46
    ... desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class and number of shares of capital stock of the corporation which are beneficially owned by...

  • Page 47
    5

  • Page 48
    ... closing the stock transfer books of the corporation, and for all purposes that might be served by closing the stock transfer books, the board of directors may fix and declare a date not less than ten days nor more than sixty days prior to the date of any annual or special meeting as the record date...

  • Page 49
    issuance of such series. Stockholders may vote at all such meetings in person or by proxy duly authorized in writing or by a transmission 6

  • Page 50
    ..., (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the corporation which are beneficially owned by the person and (iv) any other information relating to the...

  • Page 51
    7

  • Page 52
    ... pursuant to Rule 14a under the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder giving the notice, (i) the name and record address of the stockholder and (ii) the class and number of shares of capital stock of the corporation which are beneficially owned by the stockholder...

  • Page 53
    ... or disability, by the vice chairman, if any, or, in his absence or disability, by the senior director (in terms of length of service on the board of directors) present. Regular meetings of the board of directors shall be held during the months of January, July and October, on such dates and at such...

  • Page 54
    ... or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series); to adopt an agreement of merger or consolidation; to recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets...

  • Page 55
    Notwithstanding the notice provisions of Sections 4.3, 4.4 and 4.6 above, participation in a meeting by means of conference telephone by a member of the board of directors or a committee appointed by the board shall constitute waiver of notice of the meeting by such director. 9

  • Page 56
    ... of the corporation and such authorities and duties as are usually incident to the office of chief executive officer and as from time to time shall be specified by the board of directors. He shall prescribe the duties of all subordinate officers, agents and employees of the company to the extent...

  • Page 57
    10

  • Page 58
    ... by the board of directors, or the chief executive officer. SECTION 5.9 COMPTROLLER. The comptroller shall cause to be kept full and accurate books and accounts of all assets, liabilities and transactions of the corporation. The comptroller shall establish and administer an adequate plan for the...

  • Page 59
    11

  • Page 60
    ... calendar year and shall end on the thirty-first day of December of such year. ARTICLE VIII. DIVIDENDS SECTION 8.1 $1.50 PAR VALUE COMMON STOCK. Dividends may be paid on the $1.50 par value common stock of the corporation in such amounts and at such times as the board of directors shall determine...

  • Page 61
    ... so fixed and determined by the board of directors shall be entitled to receive payment of said dividend, notwithstanding any transfer of any stock which may have been made on the books of the corporation or its transfer agents after said record date. ARTICLE IX. FINANCIAL TRANSACTIONS AND EXECUTION...

  • Page 62
    ... assume direction and control of the affairs of the corporation. 2. Such emergency board of directors shall consist of all living directors, and meetings of the emergency board may be called by the chairman of the board, the president, the vice chairman or the secretary or, in the event of the...

  • Page 63
    ... an emergency board of directors, if it appears clear that such action is required because of the number of directors killed or indefinitely incapacitated, the emergency board shall call a regular or special meeting of the stockholders of the corporation for the election of a new board of directors...

  • Page 64

  • Page 65
    ... Delaware corporation (the "Company"), and Leo F. Mullin ("Executive"); WHEREAS, Executive currently serves as Chairman of the Board of Directors of the Company (the "Board") and is currently employed as Chief Executive Officer of the Company pursuant to the terms of an employment agreement dated as...

  • Page 66
    ... employ Executive as Chief Executive Officer of the Company pursuant to the terms of this Agreement. In addition, the Company shall use its best efforts to ensure Executive's continued election as a member of the Board. Executive shall have such duties and authority as shall be determined from time...

  • Page 67
    ... bonuses as may be awarded by the Compensation Committee in its sole discretion. Section 3.03. Employee Benefits. While Executive is employed by the Company hereunder, Executive (and, to the extent applicable, his eligible family members, as defined in the applicable plan or policy) shall be...

  • Page 68
    ...hereinafter as the "Accrued Benefits"). (b) The Company shall pay Executive a lump sum, in cash, equal to three times the sum of Executive's Reference Salary and Reference Incentive Compensation Award; provided, that if as of the date of Executive's termination of employment pursuant to this Section...

  • Page 69
    ...the applicable benefit plans and programs, the Company shall, in lieu of such participation as to those benefits, pay Executive a lump sum, in cash, equal to the present value (as of the third anniversary of the termination of his employment or as of the later of the expiration of the Agreement Term...

  • Page 70
    ... all terms applicable to Executive under such retiree benefit plans (including the level of premiums, if any, payable by Executive) shall be taken into account. (f) For purposes of calculating the Supplemental Retirement Benefit, Executive shall be credited with additional years of service credit in...

  • Page 71
    ... of cash or shares of Company stock, in accordance with the terms of the applicable award agreements. The payment under this Section 5.01 shall discharge all liabilities of the Company to Executive under the Company's annual and long-term incentive plans and programs, and under this Agreement, with...

  • Page 72
    ...'s employment has been terminated in anticipation of a Change in Control as described in clause (II) above, and the Company has paid Executive the cash present value of any coverage or benefits (other than life insurance or survivor benefits coverage, or free or reduced rate flight or other travel...

  • Page 73
    ... if Executive has earned at least ten years of continuous service under the Qualified Pension Plan as of the date of termination of employment (after crediting Executive with three additional years of service credit) the Company shall pay Executive a lump sum, in cash, equal to the present value (as...

  • Page 74
    ...taxes will be paid on the due date therefore (without regard to extensions). (b) If any portion of the Severance Benefits or any other payment under this Agreement, or under any other agreement with or plan of the Company, including but not limited to stock options and other long-term incentives (in...

  • Page 75
    ... to benefits under Article 5, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for a Person effecting the Change in Control or is otherwise unavailable, Executive may appoint another nationally recognized accounting firm...

  • Page 76
    ... to the Company, to: Delta Air Lines, Inc. Hartsfield Atlanta International Airport Post Office Box 20706 Atlanta, GA 30320-2534 Attention: General Counsel; if to Executive, to Executive's last known address as reflected on the books and records of the Company, with a copy to: Vedder, Price, Kaufman...

  • Page 77
    ... this Agreement requiring the payment by the Company of Executive's applicable federal, state and local taxes with respect to any benefit or payment provided for hereunder, such federal, state and local taxes shall be computed at the maximum marginal rates, taking into account the effect of any loss...

  • Page 78
    ... with the Company and for 2 years following the date of Executive's termination of employment, Executive shall not, other than with the prior written consent of the Company, directly or indirectly provide management or executive services (whether as a consultant, advisor, officer or director) to any...

  • Page 79
    ... other plan or program of the Company (including without limitation the Qualified Pension Plan and the Excess Benefit Agreement). Section 8.09. Employment Status. Nothing herein contained shall interfere with the Company's right to terminate Executive's employment with the Company at any time, with...

  • Page 80
    ... rights (including upon a Change in Control), and supersedes all prior discussions, negotiations, and agreements concerning such rights, including, but not limited to, the Old Employment Agreement and any prior severance agreement made between Executive and the Company. Section 8.13. Tax Withholding...

  • Page 81
    ..., or any Subsidiary or Executive's serving or having served any other enterprise as a director, officer, employee or fiduciary at the request of the Company. ARTICLE 9 DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings set forth below. "Accounting Firm" has the...

  • Page 82
    ..." means, at any time, the then-regular annual rate of pay which Executive is receiving as annual salary. "Beneficial Ownership." A Person shall be deemed the "Beneficial Owner" of, and shall be deemed to "beneficially own," securities pursuant to Rule 13d-3 under the Exchange Act as in effect on...

  • Page 83
    ... members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) The shareholders of the Company approve...

  • Page 84
    ... of the members of the board of directors of such corporation were members of the Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company. Notwithstanding the foregoing, in no event shall a "Change in...

  • Page 85
    ...(subject to changes in coverage levels applicable to all employees generally covered by such Plan). "Earliest Retirement Date" means the earliest date, after the date of termination of Executive's employment, as of which Executive would be eligible to commence receiving retirement benefits under the...

  • Page 86
    ... Date or (ii) the Reference Date (other than pursuant to a reduction by a uniform percentage of the salary of all full-time domestic employees of the Company who are not subject to a collective bargaining agreement); or a reduction in Executive's short-term or long-term incentive compensation...

  • Page 87
    ...the DeltaFlex and the Delta Family-Care Medical Plans (or any successor medical plans adopted by the Company), as in effect immediately prior to a Change in Control (subject to changes in coverage levels applicable to all employees generally covered by such Plans). "Old Employment Agreement" has the...

  • Page 88
    ...Qualified Pension Plan" means the Delta Family-Care Retirement Plan (or any successor qualified defined benefit retirement plan adopted by the Company). "Reference Date" means the earlier to occur of (i) a Change in Control and (ii) the date 90 days prior to the termination of Executive's employment...

  • Page 89
    ...01. "Stock Incentive Plan" means the Company's 1989 Stock Incentive Plan and the Company's 2000 Performance Compensation Plan. "Subsidiary" of any Person means any other Person of which securities or other ownership interests having voting power to elect a majority of the board of directors or other...

  • Page 90
    IN WITNESS WHEREOF, the Company and Executive have executed this Agreement, to be effective as of the day and year first written above. EXECUTIVE Leo F. Mullin Title: Chairman, Personnel & Delta Air Lines, Inc. By: Name Edward H. Budd Compensation Committee 26

  • Page 91
    ... in this Agreement shall have the meanings set forth in the Plan. 2. Option Exercise Price. The Option Exercise Price of the Stock Options covered by this award shall be $13.50, the closing price of the Company common stock on the New York Stock Exchange on the date of this award. 3. Exercise Period...

  • Page 92
    Stock Options and all associated rights shall be forfeited at the time of such termination of employment. 2

  • Page 93
    ...'s policies regarding trading in its securities may limit or restrict your right to buy or sell shares of Company common stock, including, without limitation, sales of Company common stock to exercise your Stock Options or sales of Company common stock acquired pursuant to the exercise of your...

  • Page 94
    ... This Agreement may not be amended except by a writing signed by the parties. This Agreement has been prepared in duplicate. Please note your acceptance in the space provided therefor and return one original to the Vice President Global Rewards & Recognition (Dept. 959-ATG) for the Company's records...

  • Page 95
    IN WITNESS WHEREOF, the Company, acting through the Committee, and you have executed this Agreement, all as of the date first written above. DELTA AIR LINES, INC. By Edward H. Budd, Chairman Personnel & Compensation Committee PARTICIPANT Leo F. Mullin 5

  • Page 96
    ... event that no sale of the Company common stock takes place on the New York Stock Exchange on such date, the closing price of such common stock on the immediately preceding date). 3. Terms. Subject to the terms and conditions of the Plan and this Agreement, you shall be entitled to receive (and the...

  • Page 97
    ... right to buy or sell shares of Company common stock, including, without limitation, sales of Company common stock acquired in connection with your RSUs. You agree to comply with such federal securities law requirements and Company policies, as such laws and policies are amended from time to time...

  • Page 98
    ... This Agreement may not be amended except by a writing signed by the parties. This Agreement has been prepared in duplicate. Please note your acceptance in the space provided therefor and return one original to the Vice President Global Rewards & Recognition (Dept. 959-ATG) for the Company's records...

  • Page 99
    IN WITNESS WHEREOF, the Company, acting through the Committee, and you have executed this Agreement, all as of the date first written above. DELTA AIR LINES, INC. By Edward H. Budd, Chairman Personnel & Compensation Committee PARTICIPANT Leo F. Mullin 4

  • Page 100
    ... event that no sale of the Company common stock takes place on the New York Stock Exchange on such date, the closing price of such common stock on the immediately preceding date). 3. Terms. Subject to the terms and conditions of the Plan and this Agreement, you shall be entitled to receive (and the...

  • Page 101
    ... right to buy or sell shares of Company common stock, including, without limitation, sales of Company common stock acquired in connection with your RSUs. You agree to comply with such federal securities law requirements and Company policies, as such laws and policies are amended from time to time...

  • Page 102
    ... This Agreement may not be amended except by a writing signed by the parties. This Agreement has been prepared in duplicate. Please note your acceptance in the space provided therefor and return one original to the Vice President Global Rewards & Recognition (Dept. 959-ATG) for the Company's records...

  • Page 103
    IN WITNESS WHEREOF, the Company, acting through the Committee, and you have executed this Agreement, all as of the date first written above. DELTA AIR LINES, INC. By Edward H. Budd, Chairman Personnel & Compensation Committee PARTICIPANT Leo F. Mullin 4

  • Page 104

  • Page 105
    ... 12 DELTA AIR LINES, INC. STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In millions, except ratios) ------2002 (1) ------Earnings (loss): Earnings (loss) before income taxes and cumulative effect of accounting change Add (deduct): Fixed charges from below (Income)/loss from...

  • Page 106

  • Page 107
    ...benefit pension plans, to employee service rendered prior to that date. The projected benefit obligation is measured using assumptions about future compensation levels. RASM - (OPERATING OR PASSENGER) REVENUE PER AVAILABLE SEAT MILE - The amount of operating or passenger revenue earned per available...

  • Page 108
    ... value of our pension plan assets, as well as scheduled pilot pay increases; (2) interest expense primarily due to an increase in debt outstanding; (3) war and terrorism risk insurance premiums; and (4) security costs. These costs increased by a total of approximately $645 million from 2001 to 2002...

  • Page 109
    ...continues to sell war and terrorism risk insurance to airlines at current rates and there are no changes to our security requirements in 2003, we expect insurance and security costs to remain relatively flat as compared to 2002. For additional information on our war and terrorism risk insurance, see...

  • Page 110
    Management's Discussion and Analysis of Financial Condition and Results of Operations savings, with $250 million being realized in 2003. Most of these job reductions will be complete by May 1, 2003. We recorded a pretax charge of $127 million in the December 2002 quarter related to these workforce ...

  • Page 111
    ...including $1.0 billion for regional jet aircraft and $500 million for non-fleet capital expenditures. We have available commitments from a third party to provide long-term financing on a secured basis for a substantial portion of our commitments for regional jet aircraft to be delivered through 2004...

  • Page 112
    ...carriers may file for bankruptcy protection. - - 2002 Compared to 2001 NET INCOME (LOSS) AND EARNINGS (LOSS) PER SHARE (EPS) We recorded a consolidated net loss of $1.3 billion ($10.44 diluted EPS) in 2002, compared to a consolidated net loss of $1.2 billion ($9.99 diluted EPS) in 2001. OPERATING...

  • Page 113
    ... due to lower domestic freight volumes and yields. Cargo ton miles decreased 6% and cargo ton mile yield decreased 4%. Other revenues increased 29% to $526 million, primarily reflecting a 12% increase due to higher administrative service fees and a 12% increase due to higher codeshare revenues. 15

  • Page 114
    ...to a change in our commission rate structure. On March 14, 2002, we eliminated travel agent base commissions for tickets sold in the U.S. and Canada. Passenger service expense decreased 20%, primarily due to meal service reductions. Asset writedowns, restructuring and related items, net totaled $439...

  • Page 115
    ... in 2002 compared to a $47 million expense in 2001, due primarily to increased earnings from our equity investment in WORLDSPAN, L.P. (Worldspan), a computer reservations system partnership. 2001 Compared to 2000 NET INCOME (LOSS) AND EARNINGS (LOSS) PER SHARE We recorded a consolidated net loss of...

  • Page 116
    ... volumes, also resulting from the slowing U.S. and world economies. Cargo ton miles decreased 15% and cargo ton mile yield increased 2%. Other revenues decreased 18% to $409 million, primarily due to lower codeshare revenues, resulting from the terrorist attacks on September 11 and the slowing...

  • Page 117
    ...and fuel price neutralized CASM grew 5% to 10.12(cents). Salaries and related costs increased 3% during 2001 to $6.1 billion, primarily due to a rise in costs associated with a new collective bargaining agreement between Delta and its pilots. Aircraft fuel expense decreased 8% in 2001. Total gallons...

  • Page 118
    ... the sale of certain investments. This primarily relates to a $111 million gain on the sale of our equity interest in SkyWest, Inc., the parent company of SkyWest Airlines and an $11 million gain from the sale of our equity interest in Equant, N.V., an international data network services company. 18

  • Page 119
    ... at the time of acquisition, certain future deliveries of regional jet aircraft. At December 31, 2002, total borrowings available to us under this facility, as amended, were $197 million, of which $31 million was outstanding. On August 22, 2002, we amended and restated an existing credit facility to...

  • Page 120
    ... cash, cash equivalents and short-term investments as of the end of each month, beginning on October 31, 2002. The Reimbursement Agreement and the related letters of credit will terminate on June 8, 2003. In addition, during 2002, we deferred delivery of the following 31 mainline aircraft...

  • Page 121
    ... transportation through the utilization of property and equipment, which are classified as long-term assets. Our negative working capital position also reflects our losses over the past two years. CREDIT RATINGS AND COVENANTS At December 31, 2002, our senior unsecured long-term debt was rated Ba3 by...

  • Page 122
    ...757-200, two B-767-300ER, six B-767-400, 23 CRJ-200 and four CRJ-100 aircraft. Debt and capital lease obligations, including current maturities and short-term obligations, totaled $9.4 billion at December 31, 2001. Of this amount, $2.3 billion of secured long-term debt was issued during the year. 20

  • Page 123
    ... long-term debt was issued during the year (including $1.5 billion of secured debt). Financial Position DECEMBER 31, 2002 COMPARED TO DECEMBER 31, 2001 This section discusses certain changes in our Consolidated Balance Sheets which are not otherwise discussed in this Annual Report. Prepaid expenses...

  • Page 124
    (4) these letters of credit. Our estimated future expenditures for aircraft and engines are discussed in Note 9 of the Notes to the Consolidated Financial Statements. 21

  • Page 125
    ...various assumptions, including actual market performance of our plan assets and future 30-year U.S. Treasury bond yields. Our 2004 estimate could change significantly prior to the funding date and funding beyond 2004 is not reasonably estimable at this time. Pension funding requirements are governed...

  • Page 126
    flows based on capacity, yield, traffic, operating costs and other relevant factors and (2) discount those cash flows based on each reporting unit's weighted average cost of capital. Changes in these assumptions may have a material impact on our Consolidated Financial Statements. 22

  • Page 127
    ... in future compensation levels; and (3) the expected long-term rate of return on Plan assets. We determine our weighted average discount rate on our measurement date primarily by reference to annualized rates earned on high quality fixed income investments and yield-to-maturity analysis specific...

  • Page 128
    June 2003 Quarter September 2003 Quarter December 2003 Quarter Year Ending December 31, 2003 Year Ending December 31, 2004 78% 52% 36% 61% 10% 78.27(cents) 78.88(cents) 74.25(cents) 78.08(cents) 68.88(cents) 23

  • Page 129
    ...-term debt agreements, see Notes 4 and 6 of the Notes to the Consolidated Financial Statements. Market risk associated with our cash portfolio is the potential change in earnings resulting from a change in interest rates. Based on our average balance of cash and cash equivalents during 2002, a 10...

  • Page 130
    ..., the airline pricing environment, the growth of low-cost carriers, international alliances, codesharing programs, capacity decisions by competitors and mergers and acquisitions; Outcomes of negotiations on collective bargaining agreements and other labor issues; Changes in the availability or cost...

  • Page 131
    ... in debt and equity securities Investments in associated companies Goodwill Operating rights and other intangibles, net of accumulated amortization of $172 at December 31, 2002, and $246 at December 31, 2001 Restricted investments for Boston airport terminal project Other noncurrent assets Total...

  • Page 132
    ... LIABILITIES: Long-term debt Long-term debt issued by Massachusetts Port Authority (Note 6) Capital leases Postretirement benefits Accrued rent Deferred income taxes Pension and related benefits Other Total noncurrent liabilities DEFERRED CREDITS: Deferred gains on sale and leaseback transactions...

  • Page 133
    ... Statements of Operations For the years ended December 31, 2002, 2001 and 2000 (in millions, except per share data OPERATING REVENUES: Passenger Cargo Other, net Total operating revenues OPERATING EXPENSES: Salaries and related costs Aircraft fuel Depreciation and amortization Contracted services...

  • Page 134
    ... Statements of Cash Flows For the years ended December 31, 2002, 2001 and 2000 (in millions CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) Adjustments to reconcile net income (loss) to cash provided by operating activities: Cumulative effect of change in accounting principle Asset...

  • Page 135
    ... tax benefit from exercise of stock options Transfers and forfeitures of 16,580 shares of common from Treasury under stock incentive plan ($52.61 per share(1)) Other BALANCE AT DECEMBER 31, 2000 COMPREHENSIVE LOSS: Net loss Other comprehensive loss TOTAL COMPREHENSIVE LOSS (SEE NOTE 14) Dividends on...

  • Page 136
    ...% or less. 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, 2002 and 2001, and audited Consolidated Statements of Operations, Cash Flows and Shareowners...

  • Page 137
    ... to support certain projected insurance obligations. At December 31, 2002, restricted cash included in current assets on our Consolidated Balance Sheets totaled $134 million. We have restricted investments for the redevelopment and expansion of Terminal A at Boston's Logan International Airport (see...

  • Page 138
    ...foreign airlines' sale of codeshare seats flown by us is recorded in passenger revenue on our Consolidated Statements of Operations. We record revenues under our contract carrier agreements, reduced by related expenses, in other, net in operating revenues on our Consolidated Statements of Operations...

  • Page 139
    ...for sale, we record impairment losses when the carrying amount is greater than the fair value less the cost to sell. We discontinue depreciation of long-lived assets once they are classified as held for sale. To determine impairments for aircraft used in operations, we group assets at the fleet type...

  • Page 140
    ...of these gains is recorded 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 aircraft and engines...

  • Page 141
    ... annual dividends on common stock Weighted average fair value of a stock option granted The following table shows what our net income (loss) and earnings (loss) per share would have been for the years ended December 31, 2002, 2001 and 2000, had we accounted for our stock-based compensation plans...

  • Page 142
    ...million shares of priceline common stock; and (3) received 549,764 shares of priceline common stock as a dividend on the Series A Preferred Stock. In our 2000 Consolidated Statement of Operations, we recognized (1) a pretax gain of $301 million from the exercise of the Exchange Right and the sale of...

  • Page 143
    ... rights relating to shares of priceline common stock we acquire from the exercise of the Amended 1999 Warrant or the 2001 Warrant or receive as dividends on the Series B Preferred Stock. The Series B Preferred Stock and priceline common stock are accounted for as available-for-sale securities. In...

  • Page 144
    ... pay on variable rate debt. At December 31, 2002 and 2001, approximately 26% and 25%, respectively, of our total debt was variable rate debt. Market risk associated with our cash portfolio relates to the potential change in our earnings resulting from a decrease in interest rates. From time to time...

  • Page 145
    ... and our relative market position with each counterparty. The credit exposure related to these programs was not significant at December 31, 2002 and 2001. Our accounts receivable are generated largely from the sale of passenger airline tickets and cargo transportation services to customers. The...

  • Page 146
    ..., net of tax, recorded in accumulated other comprehensive income (loss). See Note 1 for information about our accounting policy for fuel hedge contracts. INTEREST RATE HEDGING PROGRAM To manage our interest rate exposure, in July 2002, we entered into two interest rate swap agreements relating to...

  • Page 147
    ... Statements of Operations by approximately $60 million, net of tax, for the year ended December 31, 2002, due to the discontinuance of amortization of goodwill and indefinite-lived intangible assets. The following table reconciles our reported net income (loss) and earnings (loss) per share...

  • Page 148
    ...767-300, 28 B-767-300ER, six B-767-400, four B-777-200, 93 CRJ-100/200, 11 EMB-120 and four ATR-72) delivered new to us from March 1992 through December 2002. These aircraft had an aggregate net book value of approximately $7.0 billion at December 31, 2002. Our variable interest rate long-term debt...

  • Page 149
    par on or after July 1, 2004. 43

  • Page 150
    ... weekly, and may be tendered for purchase by their holders on seven days notice. We pay the debt service on these bonds under long-term lease agreements (see Note 7). The related letters of credit are similar to the letters of credit relating to the Development Authority bonds. In October 2002...

  • Page 151
    ... enhancement at then prevailing fixed interest rates or (2) replace the expiring letters of credit with a new letter of credit from an alternate credit provider and remarket the related bonds. ESOP NOTES We guarantee the ESOP Notes issued by the Delta Family-Care Savings Plan. The holders of the...

  • Page 152
    .... No borrowings were outstanding under this facility on that date. Also on January 31, 2002, we entered into a facility to finance, on a secured basis at the time of acquisition, certain future deliveries of regional jet aircraft. At December 31, 2002, the total borrowings available to us under this...

  • Page 153
    ...7. Lease Obligations We lease aircraft, airport terminal and maintenance facilities, ticket offices and other property and equipment. Rental expense for operating leases, which is recorded on a straight-line basis over the life of the lease, totaled $1.3 billion for each year ended December 31, 2002...

  • Page 154
    ... Chautauqua began operations under our Delta Connection program in November 2002. Under these contract carrier agreements, we schedule certain aircraft that are operated by those airlines using our flight code, sell the seats on those flights and retain the related revenues. We pay those airlines an...

  • Page 155
    ...and (2) require us to purchase, at fair value, aircraft that ACA operates for us and owns at the time of the termination. If we terminate the SkyWest agreement in this manner, SkyWest has the right to assign to us leased regional jet aircraft that it operates for us, provided we are able to continue...

  • Page 156
    ... TAX ASSETS: Net operating loss carryforwards Additional minimum pension liability (see Note 14) Postretirement benefits Other employee benefits AMT credit carryforward Gains on sale and leaseback transactions, net Rent expense Other Valuation allowance Total deferred tax assets 2002 ------$ 1,256...

  • Page 157
    .... We reserve the right to modify or terminate these plans as to all participants and beneficiaries at any time, except as restricted by the Internal Revenue Code or the Employee Retirement Income Security Act (ERISA). DEFINED BENEFIT PENSION PLANS Our qualified defined benefit pension plans meet or...

  • Page 158
    ... future compensation levels Expected long-term rate of return on plan assets At December 31, 2002, we recorded a non-cash charge to accumulated other comprehensive income (loss) to recognize a portion of our additional minimum pension liability in accordance with SFAS No. 87, "Employers' Accounting...

  • Page 159
    ... Preferred Stock (ESOP Preferred Stock), common stock or cash to the Savings Plan. Our contributions, which are recorded as salaries and related costs in the accompanying Consolidated Statements of Operations, totaled $85 million, $83 million and $69 million for the years ended December 31, 2002...

  • Page 160
    ...September 30, 2002 and 2001): (in millions) Funded status Unrecognized net actuarial loss Unrecognized prior service cost Special termination benefits recognized between the measurement date and year end Contributions made between the measurement date and year end Accrued postretirement benefit cost...

  • Page 161
    ... that shares reserved for awards under the plans that 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. At December 31, 2002, 1.5 million shares had been added back...

  • Page 162
    ...On October 22, 1998, the Board of Directors approved this plan. Each non-employee director receives an annual grant of non-qualified stock options. This plan provides that shares reserved for awards that are forfeited may be added back to the shares available for future grants. In 1995, shareowners...

  • Page 163
    ... price and voting rights of the ESOP Preferred Stock are subject to adjustment in certain circumstances. All shares of ESOP Preferred Stock are held of record by the trustee of the Delta Family-Care Savings Plan (see Note 11). At December 31, 2002, 10,405,346 shares of common stock were reserved...

  • Page 164
    ...pay cash dividends on our ESOP Preferred Stock and our common stock is at the discretion of our Board of Directors, and is also subject to the provisions of Delaware General Corporation Law, which authorizes the payment of dividends from (1) surplus, defined as the excess of net assets (total assets...

  • Page 165
    ...equipment of all three carriers is combined to form one fleet which is deployed through a single route scheduling system. When making resource allocation decisions, our chief operating decision-maker evaluates flight profitability data, which considers aircraft type and route economics, but gives no...

  • Page 166
    ... and recorded a reserve for future lease payments less estimated sublease income. Due to our decision to return these aircraft to service, we reversed the remaining $56 million reserve related to these B-737-300 aircraft. During the December 2002 quarter, we entered into an agreement with Boeing to...

  • Page 167
    ...their net realizable value. WORKFORCE REDUCTIONS We recorded a $127 million charge related to our decision in October 2002 to reduce staffing by up to approximately 8,000 jobs across all work groups, excluding pilots, to further reduce operating costs. We offered eligible non-pilot employees several...

  • Page 168
    $91 million relates to severance and related costs. 60

  • Page 169
    ... earnings per share) in asset writedowns, restructuring and related items, net on our Consolidated Statements of Operations, as follows: WORKFORCE REDUCTIONS We recorded an $86 million charge relating to our decision to offer an early retirement medical option program to enable eligible employees...

  • Page 170
    61

  • Page 171
    ...and (2) contract termination fees. During 2002, we recorded a $14 million charge related to our decision in 2002 to close certain facilities and a $14 million adjustment to prior year reserves based on revised estimates of remaining costs. The leased aircraft reserve represents future lease payments...

  • Page 172
    ... of basic and diluted earnings (loss) per share: Years Ended December 31, (in millions, except per share data BASIC: Net income (loss) excluding cumulative effect of change in accounting principle Dividends on allocated Series B ESOP Convertible Preferred Stock Net income (loss) available to common...

  • Page 173
    ... purposes. CONTRACT CARRIER AGREEMENT During February 2003, we amended our contract carrier agreement with Chautauqua to increase from 22 to 34 the number of aircraft Chautauqua will operate for us. All of these aircraft are scheduled to be in service under the Delta Connection program by the end of...

  • Page 174
    $200 million (see Note 9). 64

  • Page 175
    ... (1) The sum of the quarterly earnings per share does not equal the annual earnings per share due to changes in average shares outstanding. Our financial results for the years ended December 31, 2002 and 2001 were materially impacted by certain events, as discussed below: During the six months...

  • Page 176
    ... the Board of Directors and Shareowners' of Delta Air Lines, Inc.: We have audited the accompanying consolidated balance sheet of Delta Air Lines, Inc. (a Delaware corporation) and subsidiaries (the "Company) as of December 31, 2002, and the related consolidated statements of operations, cash flows...

  • Page 177
    66

  • Page 178
    ... 31, 2001 and 2000, and the related consolidated statements of operations, cash flows and shareowners' equity for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion...

  • Page 179
    ...Data For the years ended December 31, 2002-1998 Total assets (millions) Long-term debt and capital leases (excluding current maturities) (millions) Shareowners' equity (millions) Shares of common stock outstanding at year end(7) Revenue passengers enplaned (thousands) Available seat miles (millions...

  • Page 180
    ... of SAB 101; and a $40 million charge ($24 million net of tax, or $0.16 diluted EPS) for the early extinguishment of certain debt obligations. Includes interest income. Includes gains (losses) from the sale of investments. All earnings per share amounts for 1998 have been restated to reflect the two...

  • Page 181
    ...'s Web site, www.delta.com. Registered shareowners and participants in the Delta Family-Care Savings Plan may elect to receive future annual meeting materials electronically by signing up at www.delta.com/inside/investors/index.jsp AVAILABILITY OF ANNUAL REPORT ON COMMUNITY AFFAIRS AND ANNUAL REPORT...

  • Page 182
    ... $ 0.025 0.025 0.025 0.025 ======= AVAILABILITY OF EQUAL EMPLOYMENT OPPORTUNITY REPORT A copy of Delta's Equal Employment Opportunity Report is available without charge upon written request to: Delta Air Lines, Inc. Equal Opportunity, Department 955 P.O. Box 20706 Atlanta, Georgia 30320-6001 69

  • Page 183
    ... Company (Boeing) covers firm orders, options and rolling options for certain aircraft through calendar year 2017. This agreement supports our plan for disciplined growth, aircraft rationalization and fleet replacement. It also gives us certain flexibility to adjust scheduled aircraft deliveries...

  • Page 184
    ... B-757-200 B-767-300/300ER B-767-400 B-777-200 CRJ-100/200 CRJ-700 Total Total ----60 20 10 24 20 197 165 ----496 ===== Rolling Options ------231 43 9 3 14 -----300 ==== (1) Aircraft options have scheduled delivery slots, while rolling options replace options and are assigned delivery slots as...

  • Page 185

  • Page 186
    ... Capital Markets, Inc. Comair Holdings, Inc. Comair, Inc. Comair Services, Inc. Crown Rooms, Inc. Crown Rooms of Texas, Inc. DAL Aircraft Trading, Inc. DAL Funding, LLC DAL Global Services, Inc. DAL Hospitality Services Ltd. DAL Moscow, Inc. DAL Receivables, LLC DASH Management, Inc. Delta AirElite...

  • Page 187
    ... Loyalty Management Services, Inc. Delta Technology, Inc. Delta Ventures III, Inc. Epsilon Trading, Inc. Guardant, Inc. Kappa Capital Management, Inc. New Sky, Ltd. Song Airways, LLC Omicron Reservations Management, Inc. Theta Services, LLC TransQuest Holdings, Inc. JURISDICTION OF INCORPORATION OR...

  • Page 188

  • Page 189
    ...report dated January 31, 2003, relating to the consolidated financial statements of Delta Air Lines, Inc. as of and for the year ended December 31, 2002 (which report expresses an unqualified opinion and includes explanatory paragraphs relating to (1) the Company's change in its method of accounting...

  • Page 190

  • Page 191
    ...capacities, to sign on my behalf the Annual Report on Form 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2002, and any amendment or supplement thereto; and to file such Annual Report on Form 10-K with the Securities and Exchange Commission, the New York Stock Exchange, and any...

  • Page 192
    ...capacities, to sign on my behalf the Annual Report on Form 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2002, and any amendment or supplement thereto; and to file such Annual Report on Form 10-K with the Securities and Exchange Commission, the New York Stock Exchange, and any...

  • Page 193
    ...capacities, to sign on my behalf the Annual Report on Form 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2002, and any amendment or supplement thereto; and to file such Annual Report on Form 10-K with the Securities and Exchange Commission, the New York Stock Exchange, and any...

  • Page 194
    ...capacities, to sign on my behalf the Annual Report on Form 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2002, and any amendment or supplement thereto; and to file such Annual Report on Form 10-K with the Securities and Exchange Commission, the New York Stock Exchange, and any...

  • Page 195
    ...capacities, to sign on my behalf the Annual Report on Form 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2002, and any amendment or supplement thereto; and to file such Annual Report on Form 10-K with the Securities and Exchange Commission, the New York Stock Exchange, and any...

  • Page 196
    ...capacities, to sign on my behalf the Annual Report on Form 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2002, and any amendment or supplement thereto; and to file such Annual Report on Form 10-K with the Securities and Exchange Commission, the New York Stock Exchange, and any...

  • Page 197
    ...capacities, to sign on my behalf the Annual Report on Form 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2002, and any amendment or supplement thereto; and to file such Annual Report on Form 10-K with the Securities and Exchange Commission, the New York Stock Exchange, and any...

  • Page 198
    ...capacities, to sign on my behalf the Annual Report on Form 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2002, and any amendment or supplement thereto; and to file such Annual Report on Form 10-K with the Securities and Exchange Commission, the New York Stock Exchange, and any...

  • Page 199

  • Page 200
    ... Code in connection with the filing on the date hereof with the Securities and Exchange Commission of the Annual Report on Form 10-K of Delta Air Lines, Inc. ("Delta") for the fiscal year ended December 31, 2002 (the "Report"). Each of the undersigned, the Chairman of the Board and Chief Executive...