SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For fiscal year ended December 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period
COMMISSION FILE NUMBER: 1-5424
A. Full title of the plan and address of the plan if different from that
of the issuer named below:
Atlantic Southeast Airlines, Inc. Investment Savings Plan
ATLANTIC SOUTHEAST AIRLINES, INC.
100 Hartsfield Centre Parkway, Suite 800
Atlanta, Georgia 30320
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Delta Air Lines, Inc.
Hartsfield International Airport
Atlanta, Georgia 30320
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Atlantic Southeast Airlines, Inc. Investment Savings Plan
As of December 31, 2003 and 2002 and year ended December 31, 2003 with Report of
Independent Registered Public Accounting Firm
Atlantic Southeast Airlines, Inc. Investment Savings Plan
Audited Financial Statements
and Supplemental Schedule
As of December 31, 2003 and 2002 and year ended December 31, 2003
CONTENTS
Report of Independent Registered Public Accounting Firm
Financial Statements
Statements of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Supplemental Schedule
Schedule of Assets (Held at End of Year)
Report of Independent Registered Public Accounting Firm
Plan Administrator
Atlantic Southeast Airlines, Inc. Investment Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Atlantic Southeast Airlines, Inc. Investment Savings Plan as of December 31,
2003 and 2002, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2003. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis, evidence supporting amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2003 and 2002, and the changes in its net assets available for
benefits for the year ended December 31, 2003, in conformity with U.S. generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2003 is presented for the purposes of
additional analysis and is not a required part of the financial statements, but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
May 28, 2004
Atlantic Southeast Airlines, Inc. Investment Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
2003 2002
-------------------
ASSETS
Investments, at fair value $72,644,087 $51,480,220
Contributions receivable:
Employer 3,251,776 2,755,231
Participant 306,944 270,754
----------------------------
3,558,720 3,025,985
----------------------------
Net assets available for benefits $76,202,807 $54,506,205
============================
See accompanying notes.
Atlantic Southeast Airlines, Inc. Investment Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2003
Additions to net assets attributed to:
Contributions:
Employer $ 3,255,112
Participant 9,558,774
-----------
12,813,886
Investment income:
Interest and dividends 833,071
Net appreciation in fair value of investments 10,033,409
-----------
10,866,480
-----------
Total 23,680,366
Deductions from net assets attributed to:
Distributions to participants (1,920,497)
Administrative expenses (63,267)
-----------
Total (1,983,764)
-----------
Net increase in net assets available for benefits 21,696,602
Net assets available for benefits:
Beginning of year 54,506,205
-----------
End of year $76,202,807
===========
See accompanying notes.
Atlantic Southeast Airlines, Inc. Investment Savings Plan
Notes to Financial Statements
December 31, 2003
1. DESCRIPTION OF PLAN
The following description of the Atlantic Southeast Airlines, Inc. Investment
Savings Plan (the "Plan") provides only general information. Participants should
refer to the Summary Plan Description for a more complete description of the
Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering all employees of Atlantic
Southeast Airlines, Inc. (the "Company"). Employees become eligible to enroll on
the enrollment date following the date of completion of ninety days of
continuous employment. The enrollment dates for the Plan are January 1, April 1,
July 1, or October 1 of each year.
Employer matching contributions are awarded to employees who work at least 1,000
hours each year and have at least one year of service. Once the length of
service provision is met, the employee is eligible for matching contributions
for the following Plan year, which begins on January 1. Eligible employees must
be employed on December 31 to receive a matching contribution for the Plan year.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").
The Company uses Delta Air Lines, Inc. ("Delta") common stock as an investment
option in the Plan. Atlantic Southeast Airlines, Inc. is a wholly-owned
subsidiary of Delta.
CONTRIBUTIONS
Participants are able to contribute up to 50% of pretax annual compensation, as
defined by the Plan. Participants may also make rollover contributions from
other qualified defined benefit or defined contribution plans.
The Company may, in its sole discretion, make matching contributions up to 6% of
a participant's eligible compensation, as defined by the Plan. Based on years of
service for participants, matching contributions range from 20% to 75%,
regardless of the date of participation.
Atlantic Southeast Airlines, Inc. Investment Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
FORFEITURES
Forfeitures of terminated participants' nonvested accounts are used to reduce
future matching contributions of the Company. The Company used approximately
$23,300 of forfeitures to reduce employer matching contributions during the year
ended December 31, 2003.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of the Company's contributions and Plan investment results. The
allocations are based on participant earnings or account balances, as defined. A
quarterly recordkeeping fee is charged to each participant's account.
VESTING
All participant contributions and earnings thereon are 100% vested. Company
contributions to participant accounts vest on a graded basis at 10% per year for
two years of service, increasing to 20% per year thereafter until fully vesting
after six years of service.
PAYMENT OF BENEFITS
Upon termination, participants may elect lump-sum distributions or periodic
distributions over either a 5 or 10-year period. The full value of benefits are
payable upon normal or postponed retirement, total or permanent disability or to
beneficiaries upon death of the participant.
PARTICIPANT LOANS
Participants may borrow a minimum of $1,000 up to a maximum of the lesser of
$25,000 or 50% of their vested account balances. Loan terms range from 1 - 5
years. Loans are secured by the balance in the participant's account and bear
interest at a rate commensurate with local prevailing rates as determined at the
time of the loan.
Atlantic Southeast Airlines, Inc. Investment Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
PLAN TERMINATION
Under the provisions of the Plan, the Company reserves the right to amend or
terminate the Plan at any time provided that amendments will not divert a vested
interest or permit any part of the fund to revert to the Company or to be used
for any purpose other than for the exclusive benefit of participants or their
beneficiaries. If the Plan is terminated, each participant's account will become
fully vested.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Plan's financial statements have been prepared on the accrual basis of
accounting.
VALUATION OF INVESTMENTS
Mutual funds and common stock are stated at fair value based on the quoted
market prices. Participant loans are valued at their outstanding balance, which
approximates fair value. The Plan utilizes various investment instruments,
including mutual funds and investment contracts. Investment securities, in
general, are exposed to various risks, such as interest rate, credit, and
overall market volatility. Due to the level of risk associated with certain
investment securities, including common stock of Delta Air Lines, Inc., it is
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect the amounts
reported in the financial statements.
Delta reported a net loss of $773 million for the year ended December 31, 2003,
and an unaudited net loss of $383 million for the March 2004 quarter. In its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, Delta said
that continued losses of the magnitude experienced in 2003 and the March 2004
quarter are unsustainable over the long term, and that Delta has significant
obligations due in 2005 and thereafter. Delta further said that, if it cannot
achieve a competitive cost structure, regain sustained profitability and access
the capital markets on acceptable terms, it will need to pursue alternative
courses of action intended to make it viable for the long-term, including the
possibility of seeking to restructure its costs under Chapter 11 of the U.S.
Bankruptcy Code.
Atlantic Southeast Airlines, Inc. Investment Savings Plan
Notes to Financial Statements (continued)
ADMINISTRATIVE EXPENSES
The Company paid certain administrative expenses of the Plan.
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates that affect
the amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
3. INVESTMENTS
During the year ended December 31, 2003, the Plan's investments (including
investments purchased, sold, as well as held during the year) appreciated in
fair value as determined by quoted market prices as follows:
Net appreciation in fair value of investments:
Delta Air Lines, Inc. Common Stock $ 63,824
Mutual Funds 9,969,585
-----------
$10,033,409
===========
The fair value of individual investments that represent 5 percent or more of the
Plan's net assets is as follows:
DECEMBER 31
2003 2002
-------------------
American Century Investments:
Ultra Fund $23,560,330 $16,208,190
Premium Capital Reserve Fund 8,795,993 7,843,676
International Growth Fund 4,725,562 3,043,475
Equity Income Fund 8,494,333 5,551,856
Equity Index Fund 9,363,251 6,621,612
Value Fund 5,049,939 2,781,075
Delta Air Lines, Inc. Common Stock 6,023,702 4,467,902
Atlantic Southeast Airlines, Inc. Investment Savings Plan
Notes to Financial Statements (continued)
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Plan purchased 272,608 shares of Delta common stock with a fair value of
$3,135,592 during the year ended December 31, 2003. The Plan sold 131,805 shares
of Delta common stock for proceeds of $1,643,616, resulting in a loss of
$514,027 based on historical cost during the year ended December 31, 2003.
The Plan held 510,051 and 369,248 shares of Delta common stock with a fair value
of $6,023,702 and $4,467,902 as of December 31, 2003 and 2002, respectively.
5. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated May 16, 2003, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan, as amended, is
qualified and the related trust is tax exempt.
6. TRANSFERS TO RELATED PLAN
Participants who terminate employment with the Company to begin employment for
Delta are not permitted to take a distribution of their account balance, but may
elect to sell their investments in the Plan and transfer the proceeds to the
Delta Family-Care Savings Plan (the "Delta Plan"). There were no transfers to
the Delta Plan during 2003.
Supplemental Schedule
Atlantic Southeast Airlines, Inc. Investment Savings Plan
EIN: 58-1354495 Plan No.: 001
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2003
(C)
(B) DESCRIPTION OF INVESTMENT (E)
IDENTITY OF ISSUE, INCLUDING MATURITY DATE, RATE OF CURRENT
(A) BORROWER, LESSOR OR INTEREST, COLLATERAL, PAR, OR VALUE
SIMILAR PARTY MATURITY VALUE
American Century Premium Capital Reserve Fund $ 8,795,993
Investments
American Century Short-Term Government Fund 2,483,454
Investments
American Century Balanced Fund 2,236,535
Investments
American Century Equity Index Fund 9,363,251
Investments
American Century Equity Income Fund 8,494,333
Investments
American Century International Growth Fund 4,725,562
Investments
American Century Ultra Fund 23,560,330
Investments
American Century Value Fund 5,049,939
Investments
* Delta Air Lines, Inc. Common Stock 6,023,702
* Chase Manhattan Bank Money Market Fund 11,580
* Participant Loans Interest rates from 4.4% to
9.1% Maturing through 2008 1,899,408
-----------
$72,644,087
===========
* Indicates a party-in-interest to the Plan.
Note: Column (d) cost information is not applicable for participant directed
investments.
SIGNATURES
THE PLAN
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
ATLANTIC SOUTHEAST AIRLINES, INC. INVESTMENT PLAN
/s/ Charles J. Thibaudeau
--------------------------------------
By: Charles J. Thibaudeau
Plan Administrator
Date: June 28, 2004