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DELTA AIR LINES INC /DE/ (DAL)

10-K

Annual report pursuant to section 13 and 15(d)

Filed on 03/12/2004

Filed Period 12/31/2003

Page 1
DELTA AIR LINES INC /DE/ (DAL) 10-K Annual report pursuant to section 13 and 15(d) Filed on 03/12/2004 Filed Period 12/31/2003

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...(Zip Code) Title of each class Name of each exchange on which registered Common Stock, par value $1.50 per share Preferred Stock Purchase Rights 8 1/8% Notes Due July 1, 2039 Securities registered pursuant to Section 12(g) of the Act: None New York Stock Exchange New York Stock Exchange New York...

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.... This document is also available on our website at http://investor.delta.com/edgar.cfm. Documents Incorporated By Reference Part III of this Form 10-K incorporates by reference certain information from the registrant's definitive Proxy Statement for its Annual Meeting of Shareowners to be held on...

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...and Rates Route Authority Competition Airport Access Possible Legislation or DOT Regulation Worldspan Orbitz Fuel Employee Matters Environmental Matters Frequent Flyer Program Civil Reserve Air Fleet Program Executive Officers of the Registrant Risk Factors Relating to the Airline Industry and Delta...

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...and Rates Route Authority Competition Airport Access Possible Legislation or DOT Regulation Worldspan Orbitz Fuel Employee Matters Environmental Matters Frequent Flyer Program Civil Reserve Air Fleet Program Executive Officers of the Registrant Risk Factors Relating to the Airline Industry and Delta...

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... QUALITATIVE DISCLOSURES ABOUT MARKET RISK FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN...

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...and international codeshare partners, our route network covers 264 domestic cities in 47 states, and 230 cities in 84 countries. We are managed as a single business unit. Based on calendar year 2003 data, we are the second-largest airline in terms of passengers carried, and the third-largest airline...

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... Our principal executive offices are located at Hartsfield-Jackson Atlanta International Airport in Atlanta, Georgia (the "Atlanta Airport"). Our telephone number is (404) 715-2600, and our Internet address is www.delta.com. General information about us, including our Corporate Governance Principles...

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...are members of the SkyTeam international airline alliance. SkyTeam links the route networks of the member airlines, providing opportunities for increased connecting traffic while offering enhanced customer service through mutual codesharing arrangements, reciprocal frequent flyer and lounge programs...

Page 10
... April 15, 2003, we introduced a new low-fare operation, Song, that primarily offers flights between cities in the Northeastern United States, Los Angeles, Las Vegas and Florida leisure destinations. As of March 1, 2004, Song offered 144 daily flights using a fleet of 36 Boeing 757 aircraft. Song is...

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... the governments of the foreign countries involved. Most of our tickets are sold by travel agents, and fares are subject to commissions, overrides and discounts paid to travel agents, brokers and wholesalers. Route Authority Our flight operations are authorized by certificates of public convenience...

Page 12
... the full year 2003. If we are not able to realign our cost structure to compete with that of other carriers, or if fare reductions are not offset by higher yields, our business, financial condition and operating results may be materially adversely affected. International marketing alliances formed...

Page 13
...the Notes to the Consolidated Financial Statements. Consumers use online travel agents for making reservations and purchasing airline tickets, hotel rooms, rental cars and travel-related products. The three largest online travel agents in the United States are Expedia, Travelocity and Orbitz. Online...

Page 14
... their scheduled settlement dates. For more information concerning the settlement of our fuel hedge contracts, see Note 22 of the Notes to the Consolidated Financial Statements. Our aircraft fuel purchase contracts do not provide material protection against price increases or assure the availability...

Page 15
... Railway Labor Act. Our relations with labor unions in the United States are governed by the Railway Labor Act. Under the Railway Labor Act, a labor union seeking to represent an unrepresented craft or class of employees is required to file with the National Mediation Board ("NMB") an application...

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... Date of Collective Bargaining Agreement Delta Pilots Delta Flight Superintendents ASA Pilots ASA Flight Attendants ASA Flight Dispatchers Comair Pilots Comair Maintenance Employees 7,170 190 1,450 800 50 1,750 440 Air Line Pilots Association, International Professional Airline Flight Control...

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... All new aircraft that we have on order will meet the proposed Stage 4 standard. Accordingly, the proposed rule is not expected to have any significant impact on us, and we and the U.S. airline industry are likely to support the adoption of the NPRM. The United States Environmental Protection Agency...

Page 18
... may purchase mileage credits. We reserve the right to terminate the program with six months advance notice, and to change the program's terms and conditions at any time without notice. Mileage credits can be redeemed for free or upgraded air travel on Delta and participating airline partners, for...

Page 19
...Civil 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. We have agreed to make available under the CRAF program, during the period October 1, 2003...

Page 20
... 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 61. President and Chief Operating Officer, May 2001 to date; Executive Vice President and Chief Marketing Officer, July 1998 to May...

Page 21
... June 1998; Vice President - Airport Customer Service, August 1996 through October 1996; Vice President - Reservation Sales and Distribution Planning, May 1996 through July 1996; Vice President - Reservation Sales, November 1994 to May 1996. Age 51. Risk Factors Relating to the Airline Industry and...

Page 22
...fares to destinations served by us. Our revenues continue to be adversely impacted by the growth of the low-cost carriers with which we compete in most of our markets. Significant expansion by low-cost carriers to our hub airports could have an adverse impact on our business. We also face increasing...

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... are governed by the Employee Retirement Income Security Act of 1974 ("ERISA"). We have met our required funding obligations in 2003 for these plans, which currently satisfy minimum funding requirements under ERISA. Estimates of the amount and timing of our future funding obligations for the pension...

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... working capital, capital expenditures, acquisitions and general corporate purposes; require us to dedicate a substantial portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness, thereby reducing the funds available to us for other purposes; make us...

Page 25
...imposes additional security requirements on airports and airlines, most of which are funded by a per-ticket tax on passengers and a tax on airlines. Due to the weak demand and revenue environment, this action has negatively impacted our revenues because we have not been able to increase our fares to...

Page 26
... manage this exposure. Depending on the type of hedging instrument used, our ability to benefit from declines in fuel prices may be limited. Although we are currently able to obtain adequate supplies of aircraft fuel, it is impossible to predict the future availability or price of aircraft...

Page 27
...may be unable to attract and retain additional qualified executives as needed in the future. Employee strikes and other labor-related disruptions may adversely affect our operations. Our business is labor intensive, requiring large numbers of pilots, flight attendants, mechanics and other personnel...

Page 28
... indicative of our future results. In general, demand for air travel is typically higher in the June and September quarters, particularly in international markets, because there is more vacation travel during these periods than during the remainder of the year. Demand for air travel is also affected...

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... Contents ITEM 2. PROPERTIES Flight Equipment The table set forth below shows our aircraft fleet at December 31, 2003. Current Fleet Capital Lease Operating Lease Average Age Aircraft Type Owned Total B-737-200 B-737-300 B-737-800 B-757-200 B-767-200 B-767-300 B-767-300ER B-767-400 B-777-200...

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... and Comair) using the Delta flight code. This limit is currently 58 aircraft but potentially could increase in the future depending on certain factors related to the extent of flying performed by Delta pilots. Based on our current fleet and block hour plans, we will reach the current limit by the...

Page 31
.... We lease marketing, ticket and reservations offices in certain major cities that we serve; these leases are generally for shorter terms than the airport leases. Additional information relating to our ground facilities is set forth in Note 7 of the Notes to the Consolidated Financial Statements. In...

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..., with individual projects scheduled to be constructed at different times. A combination of federal grants, passenger facility charge revenues, increased user rentals and fees, and other airport funds are expected to be used to pay CIP costs directly and through the payment of debt service on bonds...

Page 33
... other airlines in Canada. All Direct Travel, Inc., et al. v. Delta Air Lines, et al. Two travel agencies have filed a purported class action lawsuit against us in the U.S. District Court for the Central District of California on behalf of all travel agencies from which we have demanded payment for...

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... involving contract claims alleged under the agency agreements applicable to Canadian travel agents is pending against us and other airlines in Canada. Multidistrict Pilot Retirement Plan Litigation. During the June 2001 quarter, the Delta Pilots Retirement Plan ("Retirement Plan") and related non...

Page 35
... - Price of Common Stock Year 2002 High Low Cash Dividends per Common Share Quarter Ended: March 31 $ 38.69 $ 28.52 $ 0.025 June 30 32.65 18.30 0.025 September 30 21.12 8.30 0.025 December 31 14.09 6.10 0.025 In July 2003, our Board of Directors discontinued the payment of quarterly cash dividends...

Page 36
... Income tax benefit (provision) Net income (loss) before cumulative effect of change in accounting principle Net income (loss) after cumulative effect of change in accounting principle Preferred stock dividends Net Income (loss) attributable to common shareowners Earnings (loss) per share before...

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30

Page 38
... increased price sensitivity by our customers, reflecting in part the availability of airline fare information on the Internet. Our revenues have also been negatively affected by a passenger security fee, imposed by the U.S. government after September 11, 2001, which airlines are required to collect...

Page 39
... in pension, aircraft fuel and interest expense. Pension and related expense increased approximately $290 million, primarily due to declining interest rates, a decrease in the fair value of our pension plan assets and scheduled pilot salary increases under the pilots' collective bargaining agreement...

Page 40
...options such as automated ticketing kiosks, DeltaDirect phones and check-in via delta.com; (2) selling food on flights and changing catering processes; (3) new crew scheduling technology for pilots and flight attendants; (4) the restructuring of operations at our Salt Lake City and Dallas/Fort Worth...

Page 41
...and (2) required contributions totaling approximately $115 million which we will make to our pilot pension plan during the year. The voluntary contribution to the non-pilot pension plan will reduce our near term funding obligation for that plan and increase the benefit security for plan participants...

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...5% increase from higher pension and related expense of approximately $290 million; (2) a 2% increase due to salary rate increases primarily for pilots in the June 2003 and 2002 quarters under their collective bargaining agreement, and for mechanics in the June 2002 quarter; and (3) a 2% increase due...

Page 43
...of our non-pilot defined benefit pension plan to a cash balance plan. For additional information related to this transition, see Note 11 of the Notes to the Consolidated Financial Statements. Aircraft fuel expense totaled $1.9 billion during 2003, a 15% increase from 2002. This increase is primarily...

Page 44
...by (1) the reversal of a $56 million reserve for future lease payments related to nine B-737-300 leased aircraft as a result of a decision in 2002 to return these aircraft to service and (2) a $23 million adjustment of certain prior year restructuring reserves based on revised estimates of remaining...

Page 45
...on extinguishment of debt, net was zero for 2003 compared to a $42 million loss in 2002. During 2003, we recorded a $15 million loss resulting from our repurchase of a portion of outstanding Employee Stock Ownership Plan ("ESOP") Notes, offset by a $15 million gain related to our debt exchange offer...

Page 46
... the timing of maintenance events. Aircraft rent expense decreased 4%, primarily due to a reduction in the number of leased aircraft during 2002 from our fleet simplification efforts. Other selling expenses fell 13%, of which 6% was due to lower costs associated with our mileage partnership programs...

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... reduction programs; (2) $363 million from a decrease in value of certain aircraft and other fleet related charges; (3) $160 million related primarily to discontinued contracts, facilities and information technology projects; and (4) $30 million for the temporary carrying cost of surplus pilots and...

Page 48
...million payment to fund a defined benefit pension plan. A $102 million increase in total restricted cash, primarily to support certain projected insurance obligations. For additional information about our restricted cash, see Note 1 of the Notes to the Consolidated Financial Statements. During 2003...

Page 49
... a secured basis at the time of acquisition, the future deliveries of these regional jet aircraft. Borrowings under this facility (1) will be due in installments for 15 years after the date of borrowing and (2) bear interest at LIBOR plus a margin. For additional information about our aircraft order...

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...rate of $4.32 per share per year. The ESOP Preferred Stock is held by Fidelity Management Trust Company in its capacity as trustee for the Delta Family-Care Savings Plan, a broad-based employee benefit plan ("Savings Plan"). â€¢ Changed the form of payment we use to redeem shares of ESOP Preferred...

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... that we use in our fuel hedging program. Our credit ratings have also increased the cost of our financing transactions and the amount of collateral required for certain financial instruments, insurance coverage and vendor agreements. To the extent we are unable to access the capital markets, or our...

Page 52
...reserves and to the Delta Employees Credit Union (see Note 16 and Note 20, respectively, of the Notes to the Consolidated Financial Statements). Pension and related benefits increased 51%, or $1.6 billion, primarily due to our non-cash adjustments to our additional minimum pension liability recorded...

Page 53
... payments required under certain collective bargaining agreements for unused vacation time. These liabilities are not included in any other line item on this table. The table above does not include amounts related to our future funding obligations under our defined benefit pension plans. Estimates...

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... certain of their aircraft using our flight code; we schedule those aircraft and sell the seats on those flights; and we keep the related revenues. We pay those airlines an amount, as defined in the applicable agreement, which is based on an annual redetermination of their cost of operating those...

Page 55
... above, we changed the form of payment we will use to redeem shares of ESOP Preferred Stock when redemptions are required under the Savings Plan. For the indefinite future, we will pay the redemption price of the ESOP Preferred Stock in shares of our common stock rather than in cash. For additional...

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...: Delta-Mainline, Atlantic Southeast Airlines, Inc. and Comair. Quoted stock market prices are not available for these individual reporting units. Accordingly, consistent with SFAS 142, our methodology for estimating the fair value of each reporting unit primarily considers discounted future cash...

Page 57
...on labor contracts currently in effect with our employees under collective bargaining agreements and expected future pay rate increases for other employees. Adjusting our estimated rate of increase in future compensation levels (1.89% at September 30, 2003) by 0.5% would change our estimated pension...

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... Statements. For additional information about our employee benefit plans, see Note 11 of the Notes to the Consolidated Financial Statements. Market Risks Associated with Financial Instruments. We have significant market risk exposure related to aircraft fuel prices and interest rates. Market risk...

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... in place at December 31, 2003. For additional information regarding our aircraft fuel price risk management program, see Note 4 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...

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...U.S. Bankruptcy Code enables a lessor or secured creditor to a U.S. airline to repossess eligible equipment that secures the lease or security interest 60 days after the airline files a petition for bankruptcy protection, unless the airline cures the default and agrees to meet its future obligations...

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... AND FINANCIAL DISCLOSURE The information required by this Item 9 was previously reported in our Annual Report on Form 10-K for the year ended December 31, 2002. ITEM 9A. CONTROLS AND PROCEDURES. (a) Our management, including our Chief Executive Officer and Chief Financial Officer, performed an...

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... with the Commission related to our Annual Meeting of Shareowners on April 23, 2004 ("Proxy Statement"), and is incorporated by reference. Certain information regarding executive officers is contained in Part I of this Form 10-K. ITEM 11. EXECUTIVE COMPENSATION Information required by this item...

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... included a press release announcing certain information relating to our defined benefit pension plans, our Series B ESOP Convertible Preferred Stock and our projected GAAP net loss for the December 2003 quarter. (ii) Report dated November 24, 2003, reporting Item 5. "Other Events and Required FD...

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... thereunto duly authorized, on the 12th day of March, 2004. DELTA AIR LINES, INC. By: /s/ Gerald Grinstein Gerald Grinstein Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the 12th day of March, 2004 by the following...

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... F. Mullin John F. Smith, Jr.* John F. Smith, Jr. Joan E. Spero* Joan E. Spero Larry D. Thompson* Larry D. Thompson Andrew J. Young* Andrew J. Young *By: /s/ Gerald Grinstein Gerald Grinstein 58 Director Chairman of the Board Director Director Director Director Attorney-In-Fact

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... 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 by Amendment No. 1 thereto dated as of...

Page 67
...Compensation Plan, effective April 25, 2003 (Filed as Exhibit 10.3 to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).* 10.7. Forms of Executive Retention Protection Agreements for Executive Officers and Senior Vice Presidents (Filed as Exhibit 10.16 of Delta's Annual...

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...'s Form 10-Q for the quarter ended March 31, 2003).* 10.15. Form of Waiver of compensation in connection with Delta's Agreement with the United States of America under Title IV of the Emergency Wartime Supplemental Appropriations Act of 2003, dated as of July 24, 2003, executed by Leo F. Mullin and...

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... for the quarter ended March 31, 2003).* 10.24. Directors' Charitable Award Program (Filed as Exhibit 10.3 to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997).* 10.25. Delta's Non-Employee Directors' Stock Plan (Filed as Exhibit 4.5 to Delta's Registration Statement on...

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... to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002. * ** Incorporated by reference. Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to Delta's request for confidential treatment. 63

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... Consolidated Financial Statements COPY OF REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE SCHEDULE SUPPORTING FINANCIAL STATEMENTS: Schedule Number II Valuation and Qualifying Accounts for the year ended December 31, 2001. The required information for the years ended December 31, 2003 and 2002...

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... financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of...

Page 73
... to contract carrier agreements. These consolidated financial statements have been revised to include such disclosures for 2001. â€¢ In Note 16, the Company has disclosed the amounts of the additional costs and expenses and payments related to restructuring and other reserves for leased aircraft and...

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... their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States. As discussed in Note 4 to the consolidated financial statements, effective July 1, 2000, Delta Air Lines, Inc. changed its method of...

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...$183 at December 31, 2003 and 2002 Deferred income taxes Prepaid expenses and other Total current assets PROPERTY AND EQUIPMENT: Flight equipment Accumulated depreciation Flight equipment, net Flight and ground equipment under capital leases Accumulated amortization Flight and ground equipment under...

Page 76
... Stock, $1.00 par value, $72.00 stated and liquidation value; 5,839,708 shares issued and outstanding at December 31, 2003, and 6,065,489 shares issued and outstanding at December 31, 2002 Unearned compensation under employee stock ownership plan Total Employee Stock Ownership Plan Preferred Stock...

Page 77
... of debt, net Fair value adjustments of SFAS 133 derivatives Miscellaneous income (expense), net Total other income (expense) LOSS BEFORE INCOME TAXES INCOME TAX BENEFIT NET LOSS PREFERRED STOCK DIVIDENDS NET LOSS AVAILABLE TO COMMON SHAREOWNERS BASIC AND DILUTED LOSS PER SHARE The accompanying...

Page 78
... airport terminal project Decrease in short-term investments, net Proceeds from sales of flight equipment Proceeds from sales of investments Other, net Net cash used in investing activities Cash Flows From Financing Activities: Payments on long-term debt and capital lease obligations Cash dividends...

Page 79
... Total comprehensive loss (See Note 13) SAB 51 gain related to Orbitz, net of tax (See Note 17) Dividends on common stock ($0.05 per share) Dividends on Series B ESOP Convertible Preferred Stock allocated shares Issuance of 11,715 shares of common stock under stock purchase plan ($30.64 per share...

Page 80
... fare discounting; and (4) increased price sensitivity by our customers, reflecting in part the availability of airline fare information on the Internet. Due to the changes that have occurred in the airline industry, we must significantly reduce our costs in order to be competitive in the current...

Page 81
...reduction of capital expenditures related to our mainline aircraft deliveries in future years. At the end of 2003, we began a reassessment of our operating and business strategy in order to assess our competitive effectiveness, determine the best use of our available resources and identify strategic...

Page 82
... health care plan that provides a prescription drug benefit to make a one-time election to defer accounting for the Medicare Act. It also requires certain disclosures regarding the Medicare Act and is effective for financial statements issued after December 7, 2003. Our 2003 Consolidated...

Page 83
... investments are recorded at cost, which we believe approximates fair value. Under our cash management system, we utilize controlled disbursement accounts that are funded daily. Payments issued by us, which have not been presented for payment, are recorded in accounts payable, deferred credits and...

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...of the contract. Interest Rate Swap Agreements We record interest rate swap agreements that qualify as fair value hedges under SFAS 133 at their fair value on our Consolidated Balance Sheets and adjust these amounts and the related debt to reflect changes in their fair values. We record net periodic...

Page 85
... of Contents We sell mileage credits in the SkyMilesÂ® frequent flyer program to participating partners such as credit card companies, hotels and car rental agencies. A portion of the revenue from the sale of mileage credits is deferred until the credits are redeemed for travel. We amortize the...

Page 86
... impairments for aircraft used in operations, we group assets at the fleet type level (the lowest level for which there are identifiable cash flows) and then estimate future cash flows based on projections of passenger yield, fuel costs, labor costs and other relevant factors in the markets in which...

Page 87
...see Note 17). Frequent Flyer Program We record an estimated liability for the incremental cost associated with providing free transportation under our SkyMiles frequent flyer program when a free travel award is earned. The liability is recorded in accounts payable, deferred credits and other accrued...

Page 88
...stock-based compensation plans under the intrinsic value method in accordance with Accounting Principles Bulletin (APB) Opinion 25, "Accounting for Stock Issued to Employees," and related interpretations (see Note 12 for additional information related to our stock-based compensation plans). No stock...

Page 89
... investments at cost, which we believe approximates their fair values. The estimated fair values of other financial instruments, including debt and derivative instruments, have been determined using available market information and valuation methodologies, primarily discounted cash flow analyses and...

Page 90
... be $46 million. The total fair value of these securities equaled the carrying amount of the Series A Preferred Stock, including its conversion feature and accumulated dividends on the date the Series A Preferred Stock was exchanged for the Series B Preferred Stock and the 2001 Warrant. Accordingly...

Page 91
... interests in priceline and their respective carrying values at December 31, 2003 and 2002, as adjusted for the 1-for-6 reverse common stock split discussed above: Number of Shares(2) (in millions)(1) 2003 2002 2003 Carrying Values 2002 Series B Preferred Stock 2001 Warrant 1999 Warrant priceline...

Page 92
... that closing date. We will record the fair value of the IPO Warrant on the closing date of Republic's IPO of common stock. In February and October 2003, we amended our contract carrier agreement with Chautauqua to increase from 22 to 34, and then from 34 to 39, respectively, the number of aircraft...

Page 93
...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. Pension, postemployment and postretirement benefits risk relates to the potential changes in our benefit obligations, funding...

Page 94
...resulting in accounts receivable which are generally short-term in duration. We also have receivables from the sale of mileage credits to partners, such as credit card companies, hotels and car rental agencies, that participate in our SkyMiles program. We believe that the credit risk associated with...

Page 95
... Total, net of tax Fuel Hedging Program $ (75) 58 8 (9) (6) $ (23) 13 (29) (39) (25) $ (1) (3) 72 68 41 Because there is not a readily available market for derivatives in aircraft fuel, we use heating and crude oil derivative contracts to manage our exposure to changes in aircraft fuel prices...

Page 96
...of Contents fair value hedge accounting, the carrying value of our long-term debt at December 31, 2003 and 2002 included $8 million and $21 million, respectively, of fair value adjustments. See Note 1 for information about our accounting policy for interest rate swap agreements. Equity Warrants and...

Page 97
...125 3 128 $ (86) (1) (87) $ $ $ $ (in millions) Net Carrying Amount Net Carrying Amount Indefinite-lived intangible assets: International routes Other Total $ 60 1 61 $ 60 1 61 $ $ At December 31, 2003, we performed the required annual impairment test of our goodwill and indefinite...

Page 98
...2003-1 Enhanced Equipment Trust Certificates 1.97% Class G due in installments from 2004 to January 25, 2008 (2) 1,126 374 374 - - General Electric Capital Corporation...1.11% to 15.46% Other secured financings due in installments from 2004 to May 9, 2021(2) (7) Total secured debt F-27 2,534 7,922

Page 99
...term debt is shown using interest rates which represent LIBOR or Commercial Paper plus a specified margin, as provided for in the related agreements. The rates shown were in effect at December 31, 2003. In connection with these financings, GECC issued irrevocable, direct-pay letters of credit, which...

Page 100
... costs will be funded with $498 million in proceeds from Special Facilities Revenue Bonds issued by Massport on August 16, 2001. We agreed to pay the debt service on the bonds under a long-term lease agreement with Massport and issued a guarantee to the bond trustee covering the payment of the debt...

Page 101
... and Tampa International Airport. We pay debt service on these bonds pursuant to long-term lease agreements (see Note 7). The Bonds (1) have scheduled maturities between 2029 and 2035; (2) currently bear interest at a variable rate that is determined weekly; and (3) may be tendered for purchase by...

Page 102
.... At December 31, 2003, 12,500,005 shares of common stock were reserved for issuance for the conversion of the 8.00% Notes. ESOP Notes We guarantee the ESOP Notes issued by the Delta Family-Care Savings Plan. During 2002, we terminated the letter of credit used to make required payments of principal...

Page 103
... as a payment on long-term debt and capital lease obligations and $5 million as a change in certain assets and liabilities, net on our 2003 Consolidated Statement of Cash Flows. As a result of this transaction, we also recorded a $15 million gain ($9 million net of tax) on extinguishment of debt in...

Page 104
...terms ranging from three months to 14 years. Certain municipalities have issued special facilities revenue bonds to build or improve airport and maintenance facilities leased to us. The facility lease agreements require us to make rental payments sufficient to pay principal and interest on the bonds...

Page 105
... years in the table above. Contract Carrier Agreements We have contract carrier agreements with three regional air carriers, Atlantic Coast Airlines (ACA), SkyWest and Chautauqua. Under these agreements, ACA, SkyWest and Chautauqua operate certain of their aircraft using our flight code; we schedule...

Page 106
... flights; and we retain the related revenues. We pay those airlines an amount, as defined in the applicable agreement, which is based on an annual redetermination of their cost of operating those flights and other factors intended to approximate market rates for those services. Our contract carrier...

Page 107
... of Contents ACA has announced plans to begin operating in November 2004 a new low-fare airline using jet aircraft with more than 70 seats. Our collective bargaining agreement with the Air Line Pilots Association, International (ALPA) prohibits contract carrier codeshare arrangements with domestic...

Page 108
... Agreements At December 31, 2003, we had a total of approximately 70,600 full-time equivalent employees. Approximately 18% of these employees, including all of our pilots, are represented by labor unions. ASA is in collective bargaining negotiations with ALPA and the Association of Flight Attendants...

Page 109
... to make a payment under this provision, we believe that the possibility of this event is not likely due to the current and estimated future marketability of these aircraft. Other We have certain contracts for goods and services that require us to pay a penalty, acquire inventory specific to us or...

Page 110
... Financial Statements. Our income tax benefit for the years ended December 31, 2003, 2002 and 2001 consisted of: (in millions) 2003 2002 2001 Current tax benefit Deferred tax benefit Tax benefit of dividends on allocated Series B ESOP Convertible Preferred Stock Income tax benefit $ - 411...

Page 111
... defined benefit pension plans meet or exceed ERISA's minimum funding requirements as of December 31, 2003. Our non-qualified plans are funded primarily with current assets. We regularly evaluate ways to better manage employee benefits and control costs. Any changes to the plans or assumptions used...

Page 112
... $ Pension Benefits (in millions) 2003 2002 Other Postretirement Benefits 2003 2002 Funded status Unrecognized net actuarial loss Unrecognized transition obligation Unrecognized prior service cost (benefit) Contributions made between the measurement date and year end Special termination benefits...

Page 113
... Curtailments of Defined Benefit Pension Plans and for Termination Benefits" (SFAS 88). SFAS 88 requires settlement accounting if the cost of all settlements, including lump sum retirement benefits paid, in a year exceeds the total of the service and interest cost components of pension expense for...

Page 114
...00% Net Periodic Benefit Cost 2003(2) 2002 2001 Weighted average discount rate - pension benefits Weighted average discount rate - other benefits Rate of increase in future compensation levels Expected long-term rate of return on plan assets Assumed healthcare cost trend rate(1) (1) 6.83% 6.91...

Page 115
... is issued. In either case, when specific guidance is issued, we could be required to change previously reported financial information. Pension Plan Assets The weighted-average asset allocation for our pension plans at September 30, 2003 and 2002 is as follows : 2003 2002 U.S. equity securities...

Page 116
... future events. Actual benefit payments may vary significantly from these estimates. 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...

Page 117
... compensation as shares of ESOP Preferred Stock are allocated to participants' accounts. Dividends on unallocated shares of ESOP Preferred Stock are used for debt service on the Savings Plan's ESOP Notes and are not considered dividends for financial reporting purposes. Dividends on allocated shares...

Page 118
... portion of their cash compensation for service as a director in shares of common stock at current market prices. On May 28, 2003, we commenced, with shareowner approval, a stock option exchange program (Exchange Program) for eligible employees in our broadbased stock option plans and the Delta 2000...

Page 119
...the company's net assets over the aggregate par value of its issued stock, or (2) from its net profits for the fiscal year in which the dividend is paid or from its net profits for the preceding fiscal year. In July 2003, our Board of Directors discontinued the payment of quarterly cash dividends on...

Page 120
... December 2003, our Board of Directors changed the form of payment we use to redeem shares of the ESOP Preferred Stock when redemptions are required under our Delta Family-Care Savings Plan. For the indefinite future, we will pay the Redemption Price in shares of our common stock rather than in cash...

Page 121
... 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 acquiring person) to exercise their rights to purchase common stock of the acquiring company having a market value of twice the exercise price. The rights...

Page 122
..., net of tax, will be realized during 2004 as (1) fuel hedge contracts settle and (2) the related aircraft fuel purchases being hedged are consumed and recognized in expense. See Note 4 for additional information regarding our fuel hedge contracts. See Note 22 for information regarding the early...

Page 123
... million non-cash charge related to our pilots' defined benefit pension plan due to a significant increase in pilot retirements (see Note 11). â€¢ Pension and Postretirement Curtailment We recorded a $43 million net charge for costs associated with the 2002 workforce reduction program. This charge...

Page 124
... 2002 quarter, we recorded an impairment charge, shown in the table below, related to 59 owned B-727 aircraft. The impairment of 23 B-727 aircraft used in operations, at the time of the impairment analysis, resulted from a further reduction in their estimated future cash flows and fair values since...

Page 125
... 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 defer 31 mainline aircraft previously scheduled for delivery in 2003 and 2004. As...

Page 126
... and certain voluntary leave of absence programs which are recorded as special termination benefits under our pension and postretirement medical benefit obligations (see Note 11). The remaining $91 million relates to severance and related costs. â€¢ Fleet Changes As a result of the effects of...

Page 127
...In addition, we recorded a $71 million reserve related to our decision to remove nine leased B-737-300 aircraft from service to more closely align capacity and demand, and to improve scheduling and operating efficiency. The reserve consisted of future lease payments for these aircraft less estimated...

Page 128
...reserve and (2) returned these aircraft to service in 2003. At December 31, 2003, the facilities and other reserve represents costs related primarily to (1) future lease payments for facilities closures and (2) contract termination fees. During 2003, we recorded a $9 million adjustment to prior year...

Page 129
...and related costs reserve based on revised estimates of the remaining costs, including (1) the adjustment of medical benefits for certain employees participating in the leave of absence programs who returned to the workforce earlier than originally scheduled and (2) the change in the number of pilot...

Page 130
.... During December 2003, Orbitz completed its initial public offering and the founding airlines of Orbitz, including us, sold a portion of their Orbitz shares. We received $33 million in cash from our sale of Orbitz shares. Additionally, we recorded (1) a SAB 51 gain of $18 million, net of tax, in...

Page 131
... have entered into the required contract with the TSA. Compensation for Strengthening Flight Deck Doors. Payments totaling $100 million from the U.S. government to compensate air carriers for the direct costs associated with the strengthening of flight deck doors and locks on aircraft. Suspension of...

Page 132
... available to commercial air carriers for liability to persons (other than employees or passengers) for claims resulting from acts of terrorism, war or similar events. At the same time, aviation insurers significantly increased the premiums for such coverage and for aviation insurance in general...

Page 133
... day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price per share of our common stock; the trading price of the 2-7/8% Notes falls below a specified threshold; we call the 2-7/8% Notes for redemption; or specified corporate transactions occur. F-62...

Page 134
...party to finance, on a secured basis at the time of acquisition, the future deliveries of these regional jet aircraft. Borrowings under this facility (1) will be due in installments for 15 years after the date of borrowing and (2) bear interest at LIBOR plus a margin. Other Financing Arrangements In...

Page 135
... the annual earnings per share due to changes in average shares outstanding. The comparability of our financial results during 2003 and 2002 were materially impacted by certain events, as discussed below: â€¢ During March and December 2003, we recorded certain pension and postretirement related...

Page 136
... LLP. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE To Delta Air Lines, Inc.: We have audited, in accordance with auditing standards generally accepted in the United States, the consolidated financial statements included in Delta Air Lines, Inc.'s annual report to shareowners incorporated by...

Page 137
... Contents SCHEDULE II DELTA AIR LINES, INC. VALUATION AND QUALIFYING ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2001 (Amounts in Millions) Column A Column B Column C Additions Column D Column E Description Balance at Charged to Charged to Balance at Beginning of Costs and Other Accounts- Deductions...

Page 138

Page 139
EXHIBIT 3.2 DELTA AIR LINES, INC. BY-LAWS AS AMENDED THROUGH NOVEMBER 23, 2003 INCORPORATED UNDER THE LAWS OF DELAWARE

Page 140
......3.1 Annual Meeting...3.2 Special Meetings...3.3 Notices of Meetings...3.4 Record Date...3.5 Quorum and Adjournment...3.6 Voting Rights and Proxies...3.7 Presiding Officer...3.8 List of Stockholders Entitled To Vote...BOARD OF DIRECTORS...4.1 Power and Authority...4.2 Number, Nomination...

Page 141
... FINANCIAL TRANSACTIONS AND EXECUTION OF INSTRUMENTS IN WRITING...9.1 Depositories...9.2 Withdrawals 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...

Page 142
...now outstanding, up to the authorized maximum of 450,000,000 shares, may be issued at such times, and from time to time, and may be sold for such considerations, not less than the par value thereof, as shall be fixed and determined by the board of directors. Shares of such authorized preferred stock...

Page 143
... 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 144
5

Page 145
... 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 146
...Incorporation or by these By-Laws, a majority of the valid votes present shall be necessary and sufficient to decide any question which shall come before any meeting of the stockholders. In case of any challenge of the right of a given stockholder to vote in person or by proxy, the Presiding Officer...

Page 147
... 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. The corporation may require...

Page 148
... outstanding voting power entitled to vote thereon, in which event a successor may be elected by the stockholders at such meeting or at any subsequent meeting of the stockholders duly called for such purpose. The number of members of the board of directors may be increased or decreased at any time...

Page 149
... SPECIAL MEETINGS. Special meetings of the board of directors shall be held at such time and place, within or without the State of Delaware, as shall be designated in the call and notice of the meeting; and may be called by the chairman of the board, or in his absence or disability by the president...

Page 150
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 151
... to the office of chairman of the board and as from time to time shall be specifically directed by the board of directors. Except where by law the signature of the president is required, the chairman of the board shall possess the same power as the president to sign all certificates, contracts and...

Page 152
10

Page 153
... and to the powers and duties hereinbefore delegated to the chief executive officer if the chairman of the board is designated by the board of directors to act as chief executive officer, the president shall direct the operations of the company. He shall have such other authorities and duties as are...

Page 154
... to him by the board of directors, or the chief executive officer. SECTION 5.10 TREASURER. The treasurer shall be responsible for the custody and care of all the funds and securities of the corporation and shall cause to be kept full and accurate books and records of account of all receipts and...

Page 155
... from time to time be determined and designated by the board of directors or its delegate. SECTION 9.2 WITHDRAWALS AND PAYMENTS. All checks and orders for the withdrawal or payment of funds of the corporation, shall be signed in the name of the corporation in such manner and form and by such officer...

Page 156
... required by law, the board of directors or its delegate shall determine whether and to what extent the books, accounts and records of the corporation, or any of them other than the stock books, shall be open to the inspection of the stockholders. ARTICLE XI. TRANSACTIONS WITH OFFICERS AND DIRECTORS...

Page 157
... 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 death or inability of any of...

Page 158
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, or otherwise to reconstitute the board, and upon the election and ...

Page 159

Page 160
EXHIBIT 4.10 EXECUTION COPY DELTA AIR LINES, INC. and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee 2 7/8% Convertible Senior Notes due 2024 INDENTURE Dated as of February 6, 2004

Page 161
... 2.10 2.11 2.12 2.13 2.14 Form ...Execution and Authentication...Registrar, Paying Agent and Conversion Agent...Paying Agent to Hold Money in Trust...Holder Lists...Transfer and Exchange...Replacement Convertible Senior Notes...Outstanding Convertible Senior Notes...When Treasury Convertible Senior...

Page 162
... or Designated Event Repurchase Price...Notes Purchased in Part...Covenant to Comply with Securities Laws upon Purchase of Convertible Senior Notes...Repayment to the Company...ARTICLE 5 SUCCESSORS SECTION 5.01 Company May Consolidate, etc., Only on Certain Terms...SECTION 5.02 Successor Corporation...

Page 163
...08 10.09 10.10 Trust Indenture Act Controls...Notices...Communication by Holders with Other Holders...Certificate and Opinion as to Conditions Precedent...Statements Required in Certificate or Opinion...Rules by Trustee and Agents...Legal Holidays...No Recourse Against Others...Counterparts...Other...

Page 164
...SECTION 11.03 Cash Payments in Lieu of Fractional Shares...SECTION 11.04 Conversion Rate...SECTION 11.05 Adjustment of Conversion Rate...SECTION 11.06 Effect of Reclassification, Consolidation, Merger or Sale...SECTION 11.07 Taxes on Shares Issued...SECTION 11.08 Reservation of Shares; Shares to Be...

Page 165
CROSS-REFERENCE TABLE* Trust Indenture Act Section ----------310(a)(1)...(a)(2)...(a)(3)...(a)(4)...(a)(5)...(b)...(c)...311(a)...(b)...(c)...312(a)...(b)...(c)...313(a)...(b)(1)...(b)(2)...(c)...(d)...314(a)...(b)...(c)(1)...(c)(2)...(c)(3)...(d)...(e)...(f)...315(a)...(b)...(c)...(d)...(e)...316...

Page 166
(a)(2)...(b)...(c)...317(a)(1)...(a)(2)...(b)...318(a)...(b)...(c)... n/a 6.07 9.04 6.08 6.09 2.04 10.01 n/a 10.01 n/a" means not applicable. *This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture. -vi-

Page 167
... designated) equity of such person, but excluding any debt securities convertible into such equity. "Commission" means the Securities and Exchange Commission. "Common Stock" means any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event...

Page 168
...after such transaction or event will be approved, for quotation on the Nasdaq National Market or any similar United States system of automated dissemination of quotations of securities prices. "DTC" means The Depository Trust Company, a New York corporation. "ex-dividend date" shall have the meaning...

Page 169
... of the foregoing. "Indenture" means this Indenture as amended or supplemented from time to time. "Initial Purchaser" means Morgan Stanley & Co. Incorporated "Interest Payment Date" means February 18 and August 18 of each year, beginning August 18, 2004. "Liquidated Damages" shall be as set forth in...

Page 170
...and amendments thereto. "Officer" means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Accounting Officer, any Executive Vice President, Senior Vice President or Vice President (whether or not designated by a number or numbers or word or...

Page 171
...corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly...

Page 172
...Repurchase Price"..."Euroclear"..."Event of Default"..."Ex-Dividend Date"..."Expiration Time"..."fair market value"..."Global Security"..."Investment Company Act"..."measurement period"..."non-electing share"..."Paying Agent"..."Purchase Notice"..."Purchase Price"..."Purchased Shares"..."Record Date...

Page 173
... executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. (b) BOOK...

Page 174
... order of the Company signed by an Officer of the Company, the Trustee shall authenticate Notes for original issue up to an aggregate principal amount of $325,000,000 (plus up to an additional $65,000,000 aggregate principal amount of Notes that may be sold by the Company to the Initial Purchaser...

Page 175
... of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. SECTION 2.05 Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it...

Page 176
... in the case of Notes to be purchased in part, the portion thereof not to be purchased). (c) All Notes issued upon any transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this...

Page 177
... the written direction of the Company, shall authenticate and deliver Notes that do not bear the legend. The Company shall not otherwise be entitled to require the delivery of a legal opinion in connection with any transfer or exchange of Securities. (g) Neither the Trustee nor any Agent shall have...

Page 178
... in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to the paying agent or conversion agent such security or indemnity as may be required by the Company or the Trustee to save each of...

Page 179
...to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a "clearing agency" registered under the Exchange Act and a successor Depositary is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing...

Page 180
... at the close of business on such Special Record Date and shall no longer be payable pursuant to the following paragraph (c). (c) The Company may make payment of any defaulted interest on the Notes in any other lawful manner not inconsistent with the requirements of any securities exchange on which...

Page 181
... Price, Purchase Price and Designated Event Repurchase Price, as applicable, shall be considered paid on the date due if the Trustee or Paying Agent (other than the Company or a subsidiary of the Company) holds as of 10:00 a.m., New York City time, on that date immediately available funds designated...

Page 182
... any such required office or agency or shall fail to furnish the Trustee with the address thereof, presentations, surrenders, notices and demands with respect to the Notes may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or...

Page 183
... Notes to be redeemed and the Redemption Price payable on the Redemption Date. The Company shall deliver to the Trustee the notice of redemption provided for in this Section 4.01 by means of a written request or order signed in the name of the Company by any two Officers at least 45 days before the...

Page 184
... then current Conversion Rate; (iv) the name and address of the Paying Agent and Conversion Agent; (v) that Notes called for redemption may be converted at any time prior to the close of business on the Redemption Date; (vi) that Holders who want to convert Notes must satisfy the requirements set...

Page 185
... Notes shall be paid at the Redemption Price stated in the notice of redemption. SECTION 4.05 Deposit of Redemption Price. (a) Prior to 10:00 a.m. (New York City time) on the Redemption Date, the Company shall deposit with the Paying Agent (or if the Company or a subsidiary or an Affiliate of either...

Page 186
... Purchase Date, upon: (i) delivery to the Paying Agent by the Holder written notice of purchase (a "Purchase Notice") at any time opening of business on the date that is at least 20 business to the relevant Purchase Date until the close of business on business day prior to such Purchase Date stating...

Page 187
...a written notice stating: (i) the Purchase Price payable on such Purchase Date; (ii) procedures that Holders must follow to have their Notes purchased on the relevant Purchase Date; (iii) the then current Conversion Rate; (iv) the name and address of the Paying Agent and Conversion Agent; (v) that...

Page 188
...newspaper of general circulation in The City of New York, or publish such information on the Company's website, or through such other public medium that reasonably could be expected to inform Holders of such information. (g) Procedure upon Purchase. The Company shall deposit the cash at the time and...

Page 189
...Designated Event Offer will be required to surrender their Notes to the Paying Agent at the address specified in the Designated Event Notice prior to 5:00 p.m., New York City time, on the Designated Event Offer Termination Date and must complete any form letter of transmittal proposed by the Company...

Page 190
... whose name the Note is registered at the close of business on the relevant Designated Event Offer Termination Date. (d) A Holder may exercise its rights specified in this Section 4.09 upon delivery of a Designated Event Repurchase Notice to the Trustee with a copy to the Paying Agent at any time on...

Page 191
...of funds by the Paying Agent, promptly following the later of (x) the Purchase Date or the Designated Event Offer Termination Date, as the case may be, with respect to such Note (provided the conditions in Section 4.08 or Section 4.09, as applicable, have been satisfied) and (y) the time of delivery...

Page 192
...11 Deposit of Purchase Price or Designated Event Repurchase Price. (a) Prior to 10:00 a.m. (New York City time) on the Purchase Date or the Designated Event Repurchase Date, as the case may be, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a subsidiary or...

Page 193
... Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed, together with interest or dividends, if any, thereon (subject to the provisions of Section 7.01(f)), held by them for the payment of the Purchase Price or Designated Event Repurchase Price, as the case may be...

Page 194
... or share exchange or into which the Company is merged (if other than the Company) or the person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company as an entirety or substantially as an entirety: (1) shall be a corporation...

Page 195
...% in aggregate principal amount of the Notes then outstanding; or (d) the Company defaults in the payment of the Designated Event Repurchase Price in respect of the Notes when the same becomes due and payable; or (e) a default under any credit agreement, mortgage, indenture or instrument under which...

Page 196
...Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due. The term "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or state...

Page 197
... or impair any right consequent thereon. SECTION 6.05 Control by Majority. The Holders of a majority in aggregate principal amount of the Notes then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power...

Page 198
... Price, Purchase Price and Designated Event Repurchase Price, if applicable, and such further amount as shall be sufficient to cover the costs and, to the extent lawful, expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents...

Page 199
..., if any, and the Redemption Price, Purchase Price and Designated Event Repurchase Price, if applicable, respectively; and Third: to the Company. Except as otherwise provided in Section 2.12, the Trustee may fix a record date and payment date for any payment to Holders. SECTION 6.11 Undertaking...

Page 200
... report, notice, request, consent, order, security or other document believed in good faith by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter contained therein. (b) Any request, direction, order or demand of the Company...

Page 201
...or within its discretion, rights or powers. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by Officers of the Company. (f) The Trustee shall not be required to give any bond or surety in respect of...

Page 202
... in principal amount of the outstanding Notes. Except in the case of a Default or Event of Default in payment of principal of, or interest or Liquidated Damages, if any, or payment of any Redemption Price, Purchase Price or Designated Event Repurchase Price, if applicable, on any Note, the Trustee...

Page 203
... the Notes are listed or quoted on any stock exchange or securities market. SECTION 7.07 Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time, and the Trustee shall be entitled to such compensation for its acceptance of this Indenture and its services hereunder as...

Page 204
... one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes then outstanding may appoint a successor Trustee to replace the successor Trustee appointed by the Company. (d) If a successor Trustee does not take office within 60 days after the retiring...

Page 205
...(ii) the Company deposits with the Trustee, the Paying Agent or the Conversion Agent, as applicable, in trust, amounts in cash or shares of Common Stock (as applicable in accordance with the terms hereof) sufficient to pay, whether at stated maturity, or any Redemption Date, or any Purchase Date, or...

Page 206
... to be paid, all other sums payable hereunder by the Company, including the Redemption Price, Purchase Price and Designated Event Repurchase Price, if applicable, then this Indenture shall cease to be of further effect, except, in the case of paragraph (b) above, as to: (A) rights of registration of...

Page 207
... for two years after the date upon which the principal of or interest or Liquidated Damages, if any, and the Redemption Price, Purchase Price and Designated Event Repurchase Price, if applicable, on such Notes, as the case may be, have become due and payable, shall be repaid to the Company by the...

Page 208
... the rate of or amount of, or change the time for payment of, interest, including defaulted interest and Liquidated Damages, if any, and any Redemption Price, Purchase Price or Designated Event Repurchase Price, if applicable, on any Note; (d) waive a Default or Event of Default in the payment of...

Page 209
(f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or interest or Liquidated Damages, if any, and any Redemption Price, Purchase Price or Designated Event Repurchase Price, if applicable, on the ...

Page 210
... delivered in person or mailed by first-class mail, with postage prepaid (registered or certified, return receipt requested), or sent by facsimile or overnight air couriers guaranteeing next day delivery, to the other's address as stated in Section 10.10. The Company or the Trustee by notice to the...

Page 211
... and the paying agent shall have the protection of TIA Section 312(c). SECTION 10.04 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (a) an Officers...

Page 212
... banking institutions in The City of New York are authorized or required by law, regulation or executive order to close. If any Interest Payment Date, the Maturity Date, Purchase Date or Designated Event Repurchase Date falls on a day that is not a business day, the required payment of principal of...

Page 213
... most recent published annual report of condition. The Company's address is: Delta Air Lines, Inc. 1030 Delta Boulevard Department 981 Atlanta, GA 30320-6001 Facsimile No.: (404) 715-2233 Attention: Dean C. Arvidson The Trustee's address is: The Bank of New York Trust Company, N.A. 10161 Centurion...

Page 214
... portion of such principal amount which is $1,000 or an integral multiple thereof, into fully paid and non-assessable shares of Common Stock in accordance with Article 12 hereof and paragraph 9 of the Note, by issuing a press release and publishing such determination on the Company's web site. -48-

Page 215
...the issue or delivery of Common Stock in a name other than the same name as the registration of such Note. (c) As promptly as practicable after satisfaction of the requirements for conversion set forth above, the Company shall issue and shall deliver to such Holder at the office or agency maintained...

Page 216
... or for dividends on any shares issued upon the conversion of such Note as provided in this Article 11. Delivery by the Company to the Holder of the Note converted of the number of shares of Common Stock into which the Note is convertible, at the Conversion Rate in effect at such time, shall satisfy...

Page 217
....05(g)) fixed for such determination and (2) the total number of shares of Common Stock constituting such dividend or other distribution ; and (ii) the denominator shall be number of shares of Common Stock outstanding at the close of business on the Record Date (as defined in Section 11.05(g)) fixed...

Page 218
... shall be the number of shares of Common Stock outstanding at the close of business on such Record Date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at such Current Market Price, such adjustment...

Page 219
... for such distribution on the New York Stock Exchange or such other national or regional exchange or market on which such securities are then listed or quoted (the "Ex-Dividend Date") plus (B) the fair market value of such distribution in respect of each share of Common Stock for which this Section...

Page 220
... Record Date, converted such Note into Common Stock. For purposes of this Section 11.05(d) and Sections 11.05(a) and (c), any dividend or distribution to which this Section 11.05(d) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares...

Page 221
... Current Market Price on such Record Date; and (ii) the denominator of which shall be equal to the Current Market Price on such Record Date less the amount of such distribution of cash applicable to one share of Common Stock, such adjustment to be effective immediately after the opening of business...

Page 222
...number of shares of Common Stock outstanding (including any Purchased Shares) as of the Expiration Time multiplied by the Current Market Price of a share of Common Stock on the trading day next succeeding the Expiration Time, such adjustment to be effective immediately before the opening of business...

Page 223
...Board of Directors) of the evidences of indebtedness, shares of Capital Stock or assets being distributed applicable to one share of Common Stock as of the close of business on the day before such "ex" date. For purposes of any computation under Section 11.05(f), the Current Market Price on any date...

Page 224
...cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise). (5) "trading day" shall mean (x) if the applicable security is listed or admitted for trading on the New York Stock Exchange or another U.S. national or regional securities...

Page 225
...cash) with respect to or in exchange for such Common Stock, other than a consolidation, merger, share exchange or combination in which the Company is the continuing corporation and which does not result in reclassification (other than a change in name, or par value, or from par value to no par value...

Page 226
... thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, share exchange, combination, sale, conveyance or...

Page 227
..., and at the times required under, the requirements of the New York Stock Exchange, and if at any time the Common Stock becomes listed on any other U.S. national securities exchange, or quoted on the Nasdaq National Market System or any other automated quotation system, the Company shall cause all...

Page 228
... the Company declares a dividend (or any other distribution) on its Common Stock (other than in cash out of retained earnings); or (b) the Company authorizes the granting to the holders of its Common Stock of rights or warrants to subscribe for or purchase any share of any class of Common Stock or...

Page 229
... Stock shall be required to register any transfer of such Common Stock not so accompanied by a properly completed certificate. (c) Except in connection with a Shelf Registration Statement, if certificates representing shares of Common Stock are issued upon the registration of transfer, exchange...

Page 230
... by the Trustee for $10,000,000 principal amount of the Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company; provided that if at least three such bids cannot be obtained, but two such...

Page 231
...preceding the date of the issuance; or (ii) distributes to all holders of its outstanding shares of Common Stock any assets or debt securities of the Company, or rights to purchase any securities of the Company, which distribution has a per share value, as determined by the Board of Directors (whose...

Page 232
..., the parties have caused this Indenture to be duly executed, all as of the date first above written, signifying their agreements contained in this Indenture. DELTA AIR LINES, INC. By: _____ Name: Title THE BANK OF NEW YORK TRUST COMPANY, N.A. not in its individual capacity but solely as Trustee...

Page 233
... BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY THE AUTHORIZED...

Page 234
... TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF DELTA AIR LINES, INC...

Page 235
... and any unpaid and accrued interest is paid or duly provided for. Interest Payment Dates: February 18 and August 18, commencing August 18, 2004 Regular Record Dates: February 3 and August 3 The provisions on the back of this certificate are incorporated as if set forth on the face hereof. A-3

Page 236
...caused this Note to be duly executed. DELTA AIR LINES, INC. By: _____ Name: Title: Certificate of Authentication This is one of the Convertible Senior Notes described in the within-mentioned Indenture. THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee By: _____ Authorized Signatory Dated:_____ A-4

Page 237
... Price, Purchase Price and Designated Event Repurchase Price, as applicable) on the Notes at the office or agency of the Company maintained for such purpose, in money of the United States that at the time of payment is legal tender for payment of public and private debts. Until otherwise designated...

Page 238
... appropriate endorsements and transfer documents, and the Company and the Registrar may require a Holder to pay any taxes and fees permitted by the Indenture. 6. PERSONS DEEMED OWNERS. The person in whose name the Notes are registered on the Registrar's books will be treated as its owner for all...

Page 239
... provisions with respect to the Notes; (c) reduce the rate of, or change the time for payment of, interest, including defaulted interest and Liquidated Damages, if any, and any Redemption Price, Purchase Price or Designated Event Repurchase Price, if applicable, on any Note; (d) waive a Default or...

Page 240
... the Paying Agent, at any time on or prior to the Designated Event Offer Termination Date, as provided in the Indenture. Subject to the terms and conditions of the Indenture, Notes shall be purchased by the Company at the option of the Holder thereof, in whole or in part, at a purchase price in cash...

Page 241
... in a resolution of the Board of Directors. The Company shall not issue fractional shares or scrips representing fractions of shares of Common Stock upon any such conversion, but shall make an adjustment therefor in cash based upon the average of the closing price of the Common Stock for the five...

Page 242
... by the Trustee for $10,000,000 principal amount of the Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company; provided that if at least three such bids cannot be obtained, but two such...

Page 243
... in a resolution of the Board of Directors), that exceeds 15% of the closing price (as defined above) per share of Common Stock on the trading day (as defined in Section 11.05(g)) immediately preceding the date of declaration of such distribution. The Company will be required to give notice to the...

Page 244
... a default in payment of principal of, or interest or Liquidated Damages, if any, and the Redemption Price, Purchase Price or Designated Event Repurchase Price, if applicable) if it determines that withholding notice is in their interests. The Company must furnish annual compliance certificates to...

Page 245
... of the Notes, if any, will be payable in cash semiannually, in arrears, on each Interest Payment Date to the person in whose name each Note is registered at the close of business on the Regular Record Date immediately preceding the relevant Interest Payment Date, and will cease to accrue on the...

Page 246
... required to be paid by the undersigned on account of interest and taxes accompanies this Note. Dated: Fill in for registration of shares if to be delivered, and Notes if to be issued, other than to and in the name of the beneficial owner (Please Print): _____ (Name) _____ (Street Address Signature...

Page 247
... assignee's social security or tax I.D. no Print or type assignee's name, address and zip code) and irrevocably appoint _____ as agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Your Signature: _____ (Sign exactly as your name appears on the...

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Your Signature: _____ (Sign exactly as your name appears on the other side of this Note) Date:_____ Medallion Signature Guarantee:_____ A-16

Page 249
... 4.09 of the Indenture, check the Box: [_] If you wish to have a portion of this Note repurchased by the Company pursuant to Section 4.09 of the Indenture, state the amount (in multiples of $1,000): $_____, 000. Date:_____ Your Signature:_____ (Sign exactly as your name appears on the other side...

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... TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF DELTA AIR LINES, INC...

Page 251
... dated as of February 6, 2004 (the "Indenture") between Delta Air Lines, Inc. and The Bank of New York Trust Company, N.A., as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to _____ shares of Common Stock [represented...

Page 252
... or (3) is checked, the transfer agent may require, prior to registering any such transfer of the Common Stock such certifications and other information, and if box (4) is checked such legal opinions, as the Company has reasonably requested in writing, by delivery to the transfer agent of a standing...

Page 253

Page 254
..., Executive serves as Chairman of the Board of Directors of the Company and is employed as Chief Executive Officer of the Company pursuant to the terms of the Employment Agreement dated as of November 29, 2002 filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year...

Page 255
... Benefit Agreement as modified or waived, shall supercede the Waiver dated as of July 24, 2003 (the "GOVERNMENT CONTRACT WAIVER") between the Company and Executive relating to the compensation limits under the Emergency Wartime Supplemental Appropriations Act of 2003 and (ii) the Government Contract...

Page 256
..., heirs, distributes, devisees and legatees. IN WITNESS WHEREOF, the Company and Executive have executed this Amendment and Waiver. EXECUTIVE /s/ Leo F. Mullin Leo F. Mullin Title: Chairman, Personnel & DELTA AIR LINES, INC. By: /s/ David R. Goode Name: David R. Goode Compensation Committee 3

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Page 258
... his right (i) to an annual incentive award for fiscal year 2003; (ii) to the retention award granted to him on January 23, 2002 (the "2002 RETENTION AWARD") under the Company's 2002 Retention Program (the "2002 RETENTION PROGRAM"); and (iii) under the Excess Benefit Agreement dated as of March 15...

Page 259
(the "GOVERNMENT CONTRACT WAIVER") between the Company and Executive relating to the compensation limits under the Emergency Wartime Supplemental Appropriations Act of 2003 and (ii) the Government Contract Waiver shall remain in full force and effect. SECTION 5. Governing Law. This Amendment and ...

Page 260

Page 261
...for death, retirement, or other termination of employment effective on or after the 1st day of January, 2004, W I T N E S S E T H : WHEREAS, the Company sponsors for its full time non pilot employees, including Key Employee, the Delta Retirement Plan (the "Retirement Plan") and the Delta Family-Care...

Page 262
...himself or herself, and his or her beneficiaries and Eligible Family Members, by execution of this Agreement, Key Employee agrees that this Agreement supersedes, terminates and cancels any and all previous excess benefit agreements with the Company he or she may have entered into (except as provided...

Page 263
... benefit, as the case may be, commences under the Retirement Plan or Disability and Survivorship Plan with respect to Key Employee or his or her Spouse, Domestic Partner, or Eligible Family Member(s). Committee. The Personnel & Compensation Committee of the Company's Board of Directors. Company...

Page 264
...and who at the time of Key Employee's death, retirement or other termination of employment, as the case may be, continues to meet all requirements for a domestic partner under the Company's then current domestic partner program. For all purposes of this Agreement, a Domestic Partner shall be treated...

Page 265
...the state in which Key Employee resides. The Committee may appropriately revise such tax rates if the applicable federal, state, or local or Medicare tax rates change. Pre Tax Value of Key Employee's Grantor Trust. An amount, calculated as of the date of payment of the Supplemental Retirement Income...

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... Retirement Income determined as of the date of Key Employee's death; provided however, if Key Employee previously established an employee grantor trust pursuant to an agreement between the Company and Key Employee, the PRSB Supplemental Lump Sum shall be reduced by the Pre Tax Value of Key Employee...

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.... 2. Certain ERISA Requirements Not Applicable. The parties acknowledge that this Agreement is unfunded and that Key Employee's participation in this Agreement and the 2002 Delta Supplemental Excess Benefit Plan is exempt from certain provisions of the Employee Retirement Income Security Act of 1974...

Page 268
... if later, the date Key Employee elects to begin receiving his retirement benefit under the Retirement Plan. If Key Employee terminates employment for any reason other than death at any time prior to his Early, Normal, or Deferred Retirement Date, the Company agrees to pay to Key Employee his or her...

Page 269
...above increases or decreases as a result of a change in the Restrictions. 7. Supplemental Monthly Survivor Income. Subject to Section 10, the Company agrees to pay to Eligible Family Member(s) (as defined in the Disability and Survivorship Plan) of Key Employee at Key Employee's death a supplemental...

Page 270
... amount of Supplemental Survivor Income paid under this Agreement will be adjusted as permitted under the Plan and the Code to account for, inter alia, changes in the number of Eligible Family Members. If Key Employee's death occurs prior to retirement, the amount of any Supplemental Survivor Income...

Page 271
... extent Key Employee acquires the right to receive payments from the Company under this Agreement, such right shall be no greater than that of a general creditor of the Company. In the event that the Company in its sole discretion establishes a reserve or bookkeeping account for the benefits payable...

Page 272
...increase in benefits under the Retirement Plan to recover this overpayment. 20. Disqualified Payment. To the extent that Key Employee is determined by the Committee to be an "Executive Officer" under the agreement between the Company and the United States of America dated May 6, 2003 (the Government...

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IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the date(s) shown below. DELTA AIR LINES, INC. By: _____ Leo F. Mullin Chairman of the Board and Chief Executive Officer Date KEY EMPLOYEE Date: _____ - 13 -

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..., Inc. 2002 Retention Program dated as of July 24, 2003 by and between Delta Air Lines, Inc., a Delaware corporation ("DELTA"), and _____ ("EXECUTIVE"). WHEREAS, on January 23, 2002, the Personnel & Compensation Committee (the "COMMITTEE") of Delta's Board of Directors adopted the 2002 Retention...

Page 276
...or before April 2, 2004 due to Disability (as defined in the Delta 2000 Performance Compensation Plan) or death, a pro rata portion of the participant's Retention Award shall vest on the date of such termination of employment and be paid in cash within 30 days thereafter. The pro rata portion of the...

Page 277
... be otherwise entitled under the Program would cause Delta to violate its agreement to limit "Total Cash Compensation" to "Executive Officers" (each as defined under the agreement between Delta and the United States of America dated May 6, 2003 (the "Government Contract") entered into pursuant to 3

Page 278
... Executive's employment with Delta continues through December 31, 2003, Delta hereby waives the Committee's right pursuant to Section 6 of Executive's Performance-Based Restricted Stock Agreement dated January 25, 2001 to reduce the amount of Executive's performance award payable in calendar year...

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IN WITNESS WHEREOF, Delta and Executive have executed this Amendment. EXECUTIVE Delta Air Lines, Inc. By Executive Name: [David Goode] Title: [Chairman, Personnel & Compensation Committee]

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...EXHIBIT 12 DELTA AIR LINES, INC. STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In millions, except ratios) ------2003 (1) ------Earnings (loss): Earnings (loss) before income taxes and cumulative effect of accounting change Add (deduct): Fixed charges from below (Income)/...

Page 282

Page 283
.... Atlantic Southeast Airlines, Inc. Comair Acquisition, Inc. Comair Capital Markets, Inc. Comair Holdings, LLC Comair Hub Operations Center, Inc. Comair, Inc. Comair Services, Inc. Crown Rooms, Inc. Crown Rooms of Texas, Inc. DAL Aircraft Trading, Inc. DAL Funding, LLC DAL Global Services, LLC DAL...

Page 284
... Management, Inc. Delta Corporate Identity, Inc. Delta Connection, Inc. Delta Grantor Trust Delta Loyalty Management Services, Inc. Delta Technology, LLC Delta Ventures III, LLC Epsilon Trading, Inc. Guardant, Inc. Kappa Capital Management, Inc. New Sky, Ltd. Song Airways, LLC Omicron Reservations...

Page 285
..., Missouri, Nebraska, New York, North Carolina, North Dakota, Ohio, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Washington D.C., West Virginia and Wisconsin. Delta Technology, LLC conducts business as Delta Air Lines Technology, Inc. in the following states: Alaska, Arizona...

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... our report dated March 12, 2004, relating to the consolidated financial statements of Delta Air Lines, Inc. as of and for the years ended December 31, 2003 and 2002 (which report expresses an unqualified opinion and includes explanatory paragraphs relating to (1) the Company's change in its method...

Page 288

Page 289
... 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2003, 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 other appropriate agency pursuant to applicable laws and...

Page 290
... 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2003, 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 other appropriate agency pursuant to applicable laws and...

Page 291
... 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2003, 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 other appropriate agency pursuant to applicable laws and...

Page 292
... 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2003, 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 other appropriate agency pursuant to applicable laws and...

Page 293
... 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2003, 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 other appropriate agency pursuant to applicable laws and...

Page 294
... 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2003, 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 other appropriate agency pursuant to applicable laws and...

Page 295
... 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2003, 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 other appropriate agency pursuant to applicable laws and...

Page 296
... 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2003, 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 other appropriate agency pursuant to applicable laws and...

Page 297
... 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2003, 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 other appropriate agency pursuant to applicable laws and...

Page 298
... 10-K of Delta Air Lines, Inc. for the fiscal year ended December 31, 2003, 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 other appropriate agency pursuant to applicable laws and...

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... to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Delta's internal control over financial reporting. Date: March 12, 2004 /s/ Gerald Grinstein Gerald Grinstein Chief...

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... and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Delta's internal control over financial reporting. Date: March 12, 2004 /s/ M. Michele Burns M. Michele Burns Executive Vice President and Chief...

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... 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, 2003 (the "Report"). Each of the undersigned, the Chief Executive Officer, and the Executive Vice President and Chief Financial Officer...

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