[
X
] ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For
the
fiscal year ended December 31, 2006
or
[
] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission
file number 1-5424
DELTA
AIR LINES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
58-0218548
(State
or other jurisdiction of incorporation
or
organization)
(I.R.S.
Employer
Identification
No.)
Post
Office Box 20706
Atlanta,
Georgia
30320-6001
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area
code: (404) 715-2600
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Name
of each exchange on which registered
None
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, par value $0.01 per share
81/8
%
Notes Due July 1, 2039
Indicate
by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes No X
Indicate
by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Exchange
Act.
Yes No X
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer,
an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and non-accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated
filer X Non-accelerated
filer
Indicate
by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes No X
The aggregate market value of the voting and non-voting common equity held
by
non-affiliates of the registrant as of June 30, 2006 was approximately
$148 million.
On February 28, 2007, there were outstanding 197,335,938 shares of the
registrant’s common stock.
This document is also available on our website at http://investor.delta.com/edgar.cfm.
Explanatory
Note
On March 2, 2007, we filed our Annual Report on Form 10-K for the fiscal
year ended December 31, 2006. In accordance with General Instruction G(3),
we are now filing this amendment to include in the Form 10-K the information
required to be filed pursuant to Part III of Form 10-K. We are also
filing certain exhibits with this amendment.
2
PART
III
Item
10.DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The
following table sets forth information regarding our directors and executive
officers, as of April 27, 2007:
Name
Age
Position
Edward
H. Budd
73
Director
Domenico
De Sole
63
Director
David
R. Goode
66
Director
Gerald
Grinstein
74
Chief
Executive Officer and Director
Patricia
L. Higgins
57
Director
Arthur
E. Johnson
60
Director
Karl
J. Krapek
58
Director
Paula
Rosput Reynolds
50
Director
John
F. Smith, Jr.
69
Chairman
of the Board of Directors
Kenneth
B. Woodrow
62
Director
James
M. Whitehurst
39
Chief
Operating Officer
Edward
H. Bastian
49
Executive
Vice President and Chief Financial Officer
Michael
H. Campbell
58
Executive
Vice President — Human Resources and Labor
Relations
Glen
W. Hauenstein
46
Executive
Vice President — Network Planning and Revenue
Management
Member
of the American Academy of Actuaries and The Business Council; Trustee
of
Tufts University
Domenico
De Sole:
Joined
Delta’s Board in 2005. Chairman, TOM FORD International since 2005; President
and Chief Executive Officer of Gucci Group, N.V., and Chairman of the Gucci
Group’s Management Board (1995 - 2004); Chief Operating Officer, Gucci
Group (1994 - 1995); Chief Executive Officer, Gucci America
(1984 - 1994). Prior to joining Gucci, De Sole was a partner with the
law firm of Patton, Boggs L.L.P.
Committees:
Corporate
Governance and Finance
Directorships:
Bausch &
Lomb, Incorporated; The Gap, Inc.; TOM FORD International; Gruppo
Ermenegildo Zegna; TelecomItalia
SpA
Affiliations:
Member,
Advisory Board of Harvard Law
School
3
David
R. Goode: Joined
Delta’s Board in 1999. Chairman of the Board of Norfolk Southern Corporation
(1992 until his retirement in 2006); Chief Executive Officer of Norfolk Southern
Corporation (1992 - October 2005); held other executive officer
positions with that company (1985 - 1992).
Committees:
Personnel &
Compensation (Chair); Finance
Directorships:
Caterpillar
Inc.; Russell Reynolds Associates Inc.; Texas
Instruments, Incorporated
Affiliations:
Member
of The Business Council; Director of the Chrysler Museum of Art;
Director
of the Miller Center of Public Affairs, University of
Virginia
Gerald
Grinstein:
Chief
Executive Officer of Delta since 2004. Joined Delta’s Board in 1987.
Non-executive Chairman of the Board of Agilent Technologies, Inc.
(1999 - 2002); non-executive Chairman of Delta’s Board of Directors
(1997 - 1999); Retired Chairman of Burlington Northern Santa Fe
Corporation (successor to Burlington Northern Inc.) since December 1995;
executive officer, including Chief Executive Officer, of Burlington Northern
Inc. and certain affiliated companies (1987 - 1995); Chief Executive
Officer of Western Air Lines, Inc. (1985 - 1987).
Committees:
None
Directorships:
Light
Sciences Corporation
Affiliations:
Trustee,
Henry M. Jackson Foundation; Trustee, University
of Washington Foundation
Patricia
L. Higgins: Joined
Delta’s Board in 2005. President and Chief Executive Officer of Switch and Data,
a leading neutral interconnection and colocation provider
(2000 - 2004); Chairman and Chief Executive Officer of The Research
Board, a business unit of the Gartner Group, and an Executive Vice President
of
the Gartner Group (1999 - 2000); Chief Information Officer, Corporate
Vice President and Member of the Executive Committee of Alcoa
(1997 - 1999).
Arthur
E. Johnson: Joined
Delta’s Board in 2005. Senior Vice President, Corporate Strategic Development of
Lockheed Martin Corporation since December 2001; Vice President, Corporate
Strategic Development of Lockheed Martin Corporation (1999 - 2001);
President and Chief Operating Officer of Lockheed Martin Corporation Information
and Services Sector (1997 - 1999); President of Lockheed Martin
Corporation Systems Integration Group (January 1997 to August 1997); President
of Loral Corporation Federal Systems Group (1994 - 1996).
Committees:
Finance;
Personnel & Compensation
Directorships:
AGL
Resources, Inc.; IKON Office Solutions, Inc.
Affiliations:
Trustee,
Dillard University; Director, “The Woods” Charitable
Foundation
4
Karl
J. Krapek: Joined
Delta’s Board in 2004. President and Chief Operating Officer of United
Technologies Corporation (1999 until his retirement in 2002); also held other
management positions with that company (1982 - 1999).
The
Connecticut Bank and Trust Company; Visteon
Corporation
Affiliations:
Vice
Chairman, Board of Trustees of Connecticut State University System;
Chairman, Hartford Youth Scholars Foundation; Trustee, Malta House
of
Care; Director, St. Francis Hospital and Medical Center; Trustee, St.
Francis Foundation
Paula
Rosput Reynolds:
Joined
Delta’s Board in 2004. President and Chief Executive Officer of Safeco
Corporation since January 2006; Chairman of the Board of AGL Resources, Inc.
(2002 - 2005); President and Chief Executive Officer of AGL Resources,
Inc. (2000 - 2005); Chairman of Atlanta Gas Light Company, a
wholly-owned subsidiary of AGL Resources, Inc., (2000 - 2003);
President and Chief Operating Officer of Atlanta Gas Light Company (1998 -
2000); President and Chief Executive Officer of Duke Energy Power Services,
LLC,
a subsidiary of Duke Energy Corporation (1997 - 1998).
Committees:
Corporate
Governance; Personnel &
Compensation
Directorships:
Coca-Cola
Enterprises Inc.; Safeco
Corporation
Affiliations:
Seattle
Chamber of Commerce; Washington
Roundtable
John
F. Smith, Jr.:
Joined
Delta’s Board in 2000. Non-executive Chairman of Delta's Board of Directors
since 2004; Chairman of the Board of General Motors Corporation (1996 until
his
retirement in 2003); also served as that company’s Chief Executive Officer
(1992 - 2000), President (1992 - 1998) and Chief Operating
Officer (1992).
Committees:
Finance
(Chair); Audit; Corporate
Governance
Directorships:
Swiss
Reinsurance Company; The Procter & Gamble
Company
Affiliations:
Member
of The Business Council; Trustee, Boston
University
Kenneth
B. Woodrow:
Joined
Delta’s Board in 2004. Vice Chairman of Target Corporation (1999 until his
retirement in 2000); also served as that company’s President
(1994 - 1999); and held other management positions with that company
(1971 - 1994).
Committees:
Audit;
Personnel & Compensation
Directorships:
EZ
Gard Industries, Inc.; Visteon
Corporation
Affiliations:
Chairman
of the Board of Trustees, Hamline
University
5
Executive
Officers
James
M. Whitehurst: Chief
Operating Officer since July 2005; Senior Vice President and Chief Network
and
Planning Officer (2004 - July 2005); Senior Vice President —
Finance, Treasury & Business Development (2002 - 2004); Vice
President and Director, Boston Consulting Group (2001).
Edward
H. Bastian: Executive
Vice President and Chief Financial Officer of Delta since July 2005; Chief
Financial Officer, Acuity Brands (June 2005 - July 2005); Senior Vice
President — Finance and Controller of Delta (2000 - April 2005);
Vice President and Controller of Delta (1998 - 2000).
Michael
H. Campbell: Executive
Vice President — Human Relations and Labor Relations since July 2006;
Of Counsel, Ford & Harrison (January 2005-July 2006); Senior Vice President
— Human Resources and Labor Relations, Continental Airlines, Inc. (1997-2004);
Partner, Ford & Harrison (1978 - 1996).
Glen
W. Hauenstein: Executive
Vice President — Network Planning and Revenue Management since
April 2006; Executive Vice President and Chief of Network and Revenue
Management (August 2005 - April 2006); Vice General Director —
Chief Commercial Officer and Chief Operating Officer, Alitalia
(2003 - 2005); Senior Vice President — Network, Continental
Airlines (2003); Senior Vice President — Scheduling, Continental Airlines
(2001 - 2003); Vice President Scheduling, Continental Airlines
(1998 - 2001).
Kenneth
F. Khoury: Executive
Vice President and General Counsel since September 2006; Senior Vice President
and General Counsel, Weyerhaeuser Company (April 2006-September 2006); Vice
President and Deputy General Counsel, Georgia-Pacific Corporation (1990-2005);
Senior Vice President and Associate General Counsel, Shearson Lehman Hutton,
Inc. (1988-1990).
Joseph
C. Kolshak: Executive
Vice President — Operations since April 2006; Executive Vice President and
Chief of Operations (July 2005 - April 2006); Senior Vice President
and Chief of Operations (2004 — 2005); Senior Vice President — Flight
Operations (2002 - 2004); Vice President — Flight Operations
(2001 - 2002); Director, Investor Relations (1998 - 2001);
General Manager — Flight Operations (1996 - 1998); Flight
Operations Manager and Assistant Chief Pilot (1994 - 1996); Flight
Operations Coordinator — Atlanta (1993 - 1994); Special
Assignment Supervisor to the Vice President of Flight Operations
(1991 - 1993). Additionally, Mr. Kolshak is a 757/767/777
Captain.
Lee
A. Macenczak: Executive
Vice President — Sales and Marketing since April 2007; Executive Vice
President — Sales and Customer Service (April 2006 – April
2007);
Executive Vice President and Chief Customer Service Officer (July
2005 - April 2006); Senior Vice President and Chief Customer Service
Officer (2004 - 2005); Senior Vice President & Chief Human
Resources Officer (June 2004 - October 2004); Senior Vice
President — Sales and Distribution (2000 - 2004); Vice
President — Customer Service (1999 - 2000); Vice President —
Reservation Sales (1998 - 1999); Vice President — Reservation
Sales & Distribution Planning (1996 - 1998).
6
Corporate
Governance Matters
Audit
Committee Financial Experts
The
Board
of Directors has designated all of the Audit Committee members, Mr. Budd,
Ms. Higgins, Mr. Smith and Mr. Woodrow, as Audit Committee
Financial Experts. The Board has also determined that each of these directors
is
independent, as described below in Item 13 of this Form 10-K.
Corporate
Governance Principles, Independence Standards, Committee Charters, and Codes
of
Ethics
Our
corporate governance principles, our director independence standards, the
charters of the Audit, Corporate Governance and Personnel &
Compensation Committees, our code of ethics and business conduct for all
employees, including our senior financial officers (as defined in SEC rules),
our code of ethics and business conduct for directors, and certain Board
policies are available on our website at www.delta.com/about_delta/investor_relations/corporate_governance/index.jsp.
Additionally, a copy of these materials may be obtained by contacting our
Corporate Secretary at Department 981, P.O. Box 20574, Atlanta,
GA 30320-2574. We intend to post on our website any amendments of our codes
of ethics and business conduct or any waivers under those codes in favor of
members of the board of directors or our senior financial officers.
Shareowner
Communications with Directors
The
Board
of Directors has established a process by which our shareowners may communicate
with our independent directors. Shareowners may send communications by e-mail
to
independent.directors@delta.com.
We have
established a link to this address on our website. All communications will
be
sent directly to the non-executive Chairman of the Board, as representative
of
the independent directors, other than communications pertaining to customer
service, human resources and accounting, auditing, internal control and
financial reporting matters. Communications regarding customer service and
human
resources matters will be forwarded for handling to the appropriate Delta
department. Communications regarding accounting, auditing, internal control
and
financial reporting matters will be brought to the attention of the Chair of
the
Audit Committee.
Identification
and Selection of Nominees for Director
In
connection with our emergence from bankruptcy, a new Board of Directors (the
“New Board”) will be named pursuant to our plan of reorganization. See Note 1 to
the Notes to the Consolidated Financial Statements in this Form 10-K for
additional information regarding our Chapter 11 proceedings, including the
plan
of reorganization. The Official Committee of Unsecured Creditors (the
“Creditors’ Committee”) retained a third party search firm to assist in the
identification and evaluation of potential members of the New Board, and the
names of new directors were announced on March 30, 2007. The New Board, through
the Corporate Governance Committee, will be responsible for future policies
related to the consideration of nominees for director submitted by shareowners
and the qualifications, skills or qualities necessary for directors. Under
policies of our current Board of Directors, to recommend a potential nominee,
you may:
7
•
email
independent.directors@delta.com
or
•
send
a letter addressed to Delta’s Corporate Secretary at Delta Air Lines,
Inc., Department 981, P. O. Box 20574, Atlanta, Georgia
30320-2574.
Each
potential nominee is reviewed by the Corporate Governance Committee, which
decides whether to recommend a candidate for consideration by the full
Board.
Meetings
of the Board of Directors and Board Committees
Under
policies of our current Board of Directors, the Board of Directors holds regular
meetings four times a year, schedules special meetings when required and
regularly meets in executive session without management. Mr. Smith, who
currently serves as the non-executive Chairman of the Board, presides at these
executive sessions.
During
2006, the Board met 10 times. Each director attended 75% or more of the meetings
of the Board of Directors and the committees on which he or she served that
were
held during 2006.
It
is the
Board’s policy that directors should attend each annual meeting of shareowners.
As a result of our bankruptcy proceedings, we did not hold an annual meeting
of
shareowners during 2006.
Section 16(a)
of the Securities Exchange Act of 1934 requires our directors, executive
officers and persons who beneficially own more than 10% of a registered class
of
our equity securities (“reporting persons”) to file certain reports concerning
their beneficial ownership of our equity securities. We believe that during
2006
all reporting persons complied with their Section 16(a) filing obligations.
8
Item
11.EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
Overview
The
Personnel & Compensation Committee of the Board of Directors (the “P&C
Committee”) has responsibility for designing our executive compensation program.
This program was significantly impacted during 2006 by our Chapter 11
proceedings, which have involved a fundamental transformation of all aspects
of
our business. As part of the Chapter 11 reorganization process, we sought $3.0
billion in annual financial improvements by the end of 2007, including reduced
employment costs for all employees. We reached that goal as of December 31,
2006, and these improvements are reflected in our Consolidated Financial
Statements for 2006. See Note 1 and Note 10 to the Notes to the Consolidated
Financial Statements in the Form 10-K for further information about ways in
which we have reduced compensation and benefit costs for all pilot and non-pilot
employees, including the named executive officers (as defined in the “Summary
Compensation Table” below).
Executive
Compensation Philosophy and Objectives
Because
of the extraordinary circumstances during 2006, our primary objectives were
not
to structure programs to achieve customary executive compensation goals, but
were instead to (1) reduce employment costs consistent with our restructuring
objectives; (2) ensure that Delta’s executive officers shared fully in the cost
reduction actions that were essential to Delta’s survival, recovery and planned
emergence from Chapter 11 as a stronger, more competitive airline; and (3)
reduce unwanted attrition among officers and director-level employees in order
to retain persons with the skills necessary to achieve our bankruptcy
restructuring goals.
Given
the
constraints on Delta and the decision not to adopt any management incentive
programs while we are in Chapter 11 (described below) as well as our unique
compensation objectives last year, the P&C Committee in 2006 did not have
the occasion to focus on most of the issues normally discussed in a
Compensation Discussion and Analysis Section under the rules promulgated by
the
SEC, such as consideration of what our compensation program is designed to
reward; how we determine the amount of each compensation element to pay; and
how
each compensation element fits within our overall compensation objectives.
Base
Pay
Since
January 1, 2005, all of our employees have participated in the paycuts, benefit
reductions and other changes necessary for Delta’s survival and recovery. Our
officers, including the named executive officers, participated fully (or at
greater) levels in all base pay reductions required of non-executive, non-pilot
employees. The reductions for named executive officers included:
·
a
10% base pay reduction for all officers, including the Chief Executive
Officer, on January 1, 2005;
9
·
an
additional 25% reduction in base pay for the Chief Executive Officer
on
November 1, 2005; and
·
an
additional 15% reduction in base pay for all officers other than
the Chief
Executive Officer on November 1,
2005.
Incentive
Compensation
Unlike
other airlines operating under Chapter 11, we did not seek authority in
Bankruptcy Court to implement a Key Employee Retention Program or seek
employment agreements for executives. Officers have not received any annual
incentive payments since 2003, or long-term incentive payments since 2004.
Officers, including the named executive officers, had no opportunity for any
type of incentive payments in 2006, including annual cash incentive plan and
long-term incentive awards.
We
also
did not grant any stock or option awards to any officer during 2006.
We
concluded that our stock options would be cancelled as part of our emergence
from Chapter 11. Accordingly, in March 2006, we filed with the Bankruptcy
Court a motion to reject these outstanding stock options to avoid the
administrative and other costs associated with these awards. The Bankruptcy
Court granted our motion, which resulted in these awards, including awards
held
by the named executive officers, being rejected effective March 31,
2006.
Moreover, pursuant to the plan of reorganization, upon our emergence from
Chapter 11, all of Delta’s existing common stock will be cancelled, including
any common stock held by named executive officers.
Benefits
With
the
overall goal of reducing employment costs, during 2006 we examined each element
of the benefits afforded to employees, including the named executive officers.
All officers participated fully in the benefit reductions required of
non-executive, non-pilot employees. Changes to our qualified and non-qualified
retirement programs are discussed below in “Post Employment Compensation” and in
Note 10 to the Notes to the Consolidated Financial Statements in the Form 10-K.
Changes to our non-qualified deferred compensation programs are described in
“Post Employment Compensation -Non-qualified
Deferred Compensation”
below.
In
addition to the retirement, healthcare and disability benefits that are
available to non-pilot employees generally, the benefit programs currently
available to our named executive officers are listed below:
·
executive
life insurance coverage of two times base
salary;
·
reimbursement
of up to $15,000 per year for tax preparation, legal and financial
planning;
·
installation
and monthly monitoring fees for a home security system;
and
·
the
use of a company car for Mr.
Grinstein.
10
Mr.
Grinstein elected not to participate in the executive life insurance or
financial planning programs listed above.
In
addition, as is common in the airline industry, Delta also provides
complimentary travel and certain Delta Crown Room privileges for executive
officers, the officer’s spouse, domestic partner or designated companion, and
the officer's dependent children (“Flight Benefits”). Delta reimburses the
officer for associated taxes on complimentary travel with an imputed tax value
of up to $20,000 per year.
See
Exhibit 10.18 to the Form 10-K, which is incorporated herein by reference,
for
additional information about these benefits for the named executive
officers.
Severance
Plan
Though
we
requested early in our Chapter 11 case Bankruptcy Court approval to continue
our
pre-bankruptcy severance program for employees below the level of director,
we
did not at that time ask for approval to continue our severance program for
officers and director-level employees. Due to the uncertainties resulting from
our Chapter 11 filing, many officer and director-level employees left the
Company in 2005 and 2006, and we experienced difficulty filling critical open
positions. In late 2005, the P&C Committee hired an outside consultant,
Watson Wyatt Worldwide, to devise strategies to address the high level of
unwanted attrition among officers and director-level employees. Together with
the consultant, management prepared a severance plan that reflected our prior
severance practices. Based on the benchmarking done by the consultant, of the
severance practices of other companies, we believe the severance plan was at
the
low end of the range of competitive practices for airlines and other companies
operating in and out of Chapter 11.
In
February 2006, the P&C Committee approved the severance plan for officers
and director-level employees in order to retain key personnel and enable them
to
focus on the challenges facing Delta. The Bankruptcy Court approved the
severance plan on February 22, 2006, with the full support of our Creditor’s
Committee. At their request, Messrs. Grinstein and Whitehurst are not eligible
to participate in the severance plan. Mr. Matsen, then Chief Marketing Officer
of the Company, terminated his employment with Delta in June 2006, due to the
consolidation of positions in Delta’s executive team, and received compensation
under the Severance Plan. See “Other Post-Employment Payments - Severance Plan’
for a description of the Plan; see “Summary Compensation Table” and “Payment to
Mr. Matsen” for information about payments under the Severance Plan to
Mr. Matsen.
Compensation
Programs after Emergence from Bankruptcy
In
March
2007, we announced that we have developed a comprehensive compensation program
to provide our noncontract employees with substantial value in early May, 2007,
shortly after our planned emergence from Chapter 11. One component of the
compensation program is designed to allow all noncontract employees to share
in
any future success of Delta that their hard work and sacrifice make possible.
This broad-based program will provide for approximately 39,000 noncontract
employees to receive:
11
·
A
significant distribution of our common stock to be issued after our
emergence from Chapter 11 which employees may hold or sell without
restrictions;
·
A
cash lump sum payment;
·
Pay
increases, which are expected to begin in the summer of
2007;
·
A
Shared Rewards program tied to operational performance and a profit
sharing plan; and
·
A
new defined contribution retirement
benefit.
Our
pilots and flight dispatchers, who are covered by collective bargaining
agreements, also will fully share in any future success that their contributions
and sacrifice make possible.
Key
principles of our new compensation program will include a greater emphasis
on
pay-for-performance, appropriately balancing at-risk and fixed compensation
for
all employees, and more closely aligning both the management and employee
compensation programs with the best interests of our other stakeholders. Our
new
compensation program was approved by our Board of Directors and supported by
the
Creditors Committee.
After
our
emergence from Chapter 11, our management compensation program is expected
to:
·
more
closely link pay to performance;
·
align
compensation with the long-term interests of our
shareowners;
·
retain
the best people we have;
·
attract
new talent to the Company; and
·
establish
well-defined performance metrics for
management.
A
substantial portion of the compensation that will be provided to our management
after our emergence from Chapter 11 will be variable (“at risk”) and tied
directly to Delta’s and, at certain levels, the individual’s
performance.
Under
our
new management compensation program, our officers will receive restricted stock;
stock options; and performance shares, which will require performance targets
to
be met over time in order to vest. Officers and director-level employees will
not receive across-the-board pay increases until our noncontract employees
have
reached industry standard pay. Also, officers and director-level employees
will
not receive cash lump sum payments under our new management compensation program
upon emergence from Chapter 11, in contrast to our non-contract employees.
Management will participate in the same retirement benefit plan as other
non-pilot employees. Management also will be eligible to participate in an
annual incentive plan, with any plan payouts for senior management based on
the
same fundamental metrics that govern payouts for all other employees under
the
broad-based employee profit sharing and Shared Reward programs.
The
P&C Committee has approved the grant of stock options to officers on the
first trading day for the Company’s common stock on the NYSE that is 30 calendar
days after the first day the common stock is traded regular-way on the NYSE.
Following our emergence from Chapter 11, our P&C Committee will consider
adoption of a policy relating to the timing of option grants in the
future.
Mr.
Grinstein has stated that he will not participate in the management equity
awards, cash incentive payments and severance program after the Company emerges
from Chapter 11. Accordingly, Delta will not make any awards to Mr. Grinstein
under these programs.
12
Mr.
Grinstein has requested that Delta consider using a portion of the value of
the
awards he might otherwise have received to help Delta employees, retirees and
their families who experience hardships in their personal lives and to establish
a scholarship fund for Delta employees, retirees and their families. At Mr.
Grinstein’s request, Delta will establish two new charitable foundations for
these charitable purposes using a portion of the value of the awards Mr.
Grinstein might have otherwise received.
Compensation
Committee Report
The
P&C Committee of the Board of Directors of Delta has reviewed and discussed
the Compensation Discussion and Analysis required by Item 402(b) of Regulation
S-K with Delta’s management and, based on such review and discussion, the
P&C Committee recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in this Annual Report on Form 10-K for
filing with the Securities and Exchange Commission.
The
Personnel & Compensation Committee
David
R. Goode, Chair
Edward
H. Budd
Arthur
E. Johnson
Paula
Rosput Reynolds
Kenneth
B. Woodrow
13
Executive
Compensation
Summary
Compensation Table
The
table
below contains information about the compensation of Mr. Grinstein, who
served as Delta’s principal executive officer during 2006; Mr. Bastian, who
served as Delta’s principal financial officer during 2006; and Delta’s three
most highly compensated executive officers, other than Messrs. Grinstein
and Bastian, who were serving as executive officers at December 31, 2006.
It also includes information about Mr. Matsen, who would have been one of
Delta’s three most highly compensated executive officers at December 31, 2006 if
his employment with Delta had not ended during 2006. The persons in the Table
below are referred to in this Form 10-K as “named executive officers.”
Name
and Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive
Plan
Compensation
($)
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(1)
All
Other
Compensation
($)(2)
Total
($)
Gerald
Grinstein
Chief
Executive Officer
2006
337,500
0
0
0
0
6,741
5,902
350,143
James
M. Whitehurst
Chief
Operating Officer
2006
382,500
0
0
0
0
9,474
34,870
426,844
Edward
H. Bastian
Executive
Vice President and Chief
Financial
Officer
2006
382,500
0
0
0
0
6,864
60,869
450,233
Glen
W. Hauenstein
Executive
Vice President - Network
Planning
and Revenue Management
2006
344,256
0
0
0
0
0
44,626
388,882
Joseph
C. Kolshak
Executive
Vice President - Operations
2006
344,256
0
0
0
0
0
42,419
386,675
Paul
G. Matsen (3)
Formerly
Executive Vice President
and
Chief Marketing Officer
2006
143,440
0
0
0
0
-
406,454
549,894
(1)
This
column reflects the aggregate change in the actuarial present value
of the
accumulated benefit under the Delta Retirement Plan from September
30,
2005 to September 30, 2006 (the pension plan measurement dates used
for
financial statement reporting purposes for calendar years 2005 and
2006,
respectively). This plan is the primary defined benefit pension plan
under
which Delta had obligations as of December 31, 2006. As described
below,
additional pay and service credits under this plan were frozen effective
December 31, 2005 for all participants in the plan. Neither Mr. Hauenstein
nor Mr. Kolshak is eligible to participate in this plan. See “Post
Termination Benefits—Defined Benefit Pension Benefits” elsewhere in this
Item 11 for a description of this plan.
The
actuarial present value of Mr. Matsen’s accumulated benefit under the plan
decreased $15,669. The decrease was primarily due to Mr. Matsen’s ineligibility
for certain early retirement subsidies under the plan following his termination
of employment, which negatively affected the value of his benefit. As required
by SEC rules, the reduction in Mr. Matsen’s aggregate pension value is not
included in the table.
(2)
This
column includes the items described in the following table:
14
Name
Contributions
to
Qualified
Defined
Contribution
Retirement
Plans
($)(a)
Payments
due to
Internal
Revenue
Code
Limits
Applicable
to
Qualified
Defined
Contribution
Plans
($)(b)
Executive
Life
Insurance
Program
Premiums
($)(c)
Payments
under
Separation
Agreement
($)(d)
Reimbursement
of
Taxes
($)(e)
Perquisites
and
Other
Personal
Benefits
($)(f)
Mr.
Grinstein
0
0
0
0
5,902
n/a
Mr.
Whitehurst
4,006
0
2,418
0
11,748
16,698
Mr.
Bastian
45
0
52,336
0
8,488
n/a
Mr.
Hauenstein
0
0
34,539
0
10,087
n/a
Mr.
Kolshak
21,471
10,687
3,287
0
6,974
n/a
Mr.
Matsen
2,509
0
0
382,808
5,731
15,406
(a)
Includes
Delta’s contributions during 2006 to the Delta Family-Care Savings Plan
(a
broad-based tax qualified defined contribution plan) and, with respect
to
Mr. Kolshak, to a qualified defined contribution plan for pilots. See
Note 1 to the Notes to the Consolidated Financial Statements in this
Form
10-K for further information about the pilot collective bargaining
agreement.
(b)
In
accordance with the pilot collective bargaining agreement, contributions
that would have been made to the qualified defined contribution plan
for
pilots but for the limits applicable to such plans under the Internal
Revenue Code are paid directly to the pilot. The amount in this column
represents the amount paid to Mr. Kolshak as a result of this
provision.
(c)
Delta
provides life insurance coverage of two times base salary to executive
officers. The amounts reflected in the chart for Messrs. Bastian
and
Hauenstein are the fullinitial
premiums required to add each of them to the Executive
Life Insurance Program.
The amounts for Messrs. Whitehurst and Kolshak, who were already
participants in the program, reflect the minimum amounts necessary
to
maintain insurance coverage under the program, but not to fully fund
the
program. Mr. Grinstein has chosen not to participate in the
Executive
Life Insurance Program.
Mr. Matsen’s coverage under the program ended when his employment with
Delta terminated, and no premiums were paid for his executive life
insurance coverage in 2006.
(d)
See
footnote 3 for additional information about amounts, including
perquisites, paid to Mr. Matsen in connection with his separation
from Delta.
(e)
Includes
tax reimbursements for (a) Flight Benefitsand
(b) the Executive Life Insurance Program.
(f)
No
named executive officer, other than Messrs. Whitehurst and Matsen,
received perquisites or other personal benefits with a total incremental
cost of $10,000 or more, the threshold for reporting under SEC rules.
The
amount for Mr. Whitehurst includes financial planning services,
Flight Benefits and home security services. The amount for Mr. Matsen
includes financial planning services and Flight
Benefits.
(3)
As
discussed in “Post-Employment Compensation - Other Potential
Post-Employment Payments - Severance Plan” below, on February 22,
2006, the Bankruptcy Court approved a severance plan for Delta’s officers
and director-level employees (the “Severance Plan”). Mr. Matsen’s
employment with Delta ended effective June 1, 2006, due to the
consolidation of positions in Delta’s executive team. Mr. Matsen received
under the Severance Plan a lump-sum payment equal to twelve months’ base
salary of
$344,256.
He also received under the Severance Plan in 2006 the following benefits:
(a) medical and dental benefits for which the COBRA premiums of $7,014
were waived; (b) basic life insurance coverage for which premiums
of $56
were waived; and (c) outplacement services in the amount of $5,000.
In
addition, under Delta’s vacation policy, Mr. Matsen received a payment of
$26,482
for earned, unused vacation pay. Flight Benefits and financial planning
services are included in Mr. Matsen’s perquisites and other personal
benefits as described in footnote 2, above). See “Post-Employment
Compensation - Payments to Mr.
Matsen”
below for information related to the continuation of medical and
dental
benefits, basic life insurance and Flight Benefits for Mr. Matsen
through May 2007 under the Severance Plan.
15
Post-Employment
Compensation
Defined
Benefit Pension Benefits
Qualified
Non-pilot Retirement Plan
The
Delta
Retirement Plan (“Non-pilot Plan”) is a broad-based, non-contributory qualified
defined benefit plan for non-pilot employees. Messrs. Grinstein,
Whitehurst, Bastian and Matsen are eligible to participate in the Non-pilot
Plan. Mr. Hauenstein, who joined Delta in August 2005, is not a participant
in
the Non-pilot Plan because he had not completed 12 months of service prior
to
December 31, 2005, the date the plan was frozen. Mr. Kolshak, who is also a
Delta pilot, is not a participant in the Non-pilot Plan.
Retirement
benefits under the Non-pilot Plan are based on the same formula for all
employees who are not covered by a collective bargaining agreement. Until
July 1, 2003, Non-pilot Plan benefits were calculated using only a final
average earnings formula (“FAE formula”). Under this formula, the benefit is
based on an employee’s (1) final average earnings; (2) years of
service prior to January 1, 2006; (3) age when the payment of benefits
begins (which may not be before age 52); and (4) primary Social
Security benefit. Final average earnings are the average of an employee’s
highest average monthly earnings (based on the employee’s salary and eligible
annual incentive compensation, if any) for the 36 consecutive months in the
120-month period immediately preceding the earlier of termination of employment
or January 1, 2006. The monthly retirement benefit payable at the normal
retirement age of 65 is determined by multiplying final average earnings by
60%,
and then reducing that amount for service of less than 30 years with Delta
and by 50% of the primary Social Security benefit payable to the employee.
The
50% Social Security offset is reduced for service of less than 30 years.
Participants become fully vested in their FAE formula benefits after completing
five years of service. Benefits determined under the FAE formula are paid in
the
form of a monthly annuity.
Effective
July 1, 2003, the Non-pilot Plan was amended to transition to a cash
balance formula. Generally, for employees hired (or rehired) after that date,
retirement benefits are based only on the cash balance formula. Under this
formula, each participant has an account, for recordkeeping purposes only,
to
which pay credits were allocated annually until January 1, 2006. These pay
credits were based on 6% of a participant’s salary and eligible annual incentive
compensation, if any. In addition, all balances in a participant’s account are
credited with an annual interest credit which is currently based on the 30-year
U.S. Treasury rate published by the Internal Revenue Service (the “Annual
Interest Credit”). Participants become fully vested in their cash balance
formula benefits after completing five years of service. At termination of
employment, an amount equal to the then-vested balance of a participant’s cash
balance account is payable to the participant, at his election, in the form
of
an immediate or deferred lump sum or equivalent monthly annuity benefit.
Employees
covered by the Non-pilot Plan who were employed on July 1, 2003 are
eligible for transition benefits as long as they remained continuously employed
(“Transition Eligible Employees”). For the period that began July 1, 2003
and ended December 31, 2005 (“Cash Balance Period”), these employees earned
retirement benefits equal to the greater of the benefit determined under the
Non-pilot Plan’s FAE formula or its cash balance formula.
16
Transition
Eligible Employees were eligible to earn additional annual pay credits under
the
cash balance formula during the Cash Balance Period if they had less than
30 years of service with Delta as of June 30, 2003, and were at least
age 35 as of July 1, 2003. These employees could earn an additional
annual pay credit of 2%, if they were less than age 40 on July 1,
2003, or 2.75%, if they were at least age 40 on that date.
Effective
December 31, 2005, the Non-pilot Plan was amended (1) to freeze
accrual of future benefits attributable to years of service and pay increases
after December 31, 2005 under the FAE formula; and (2) to cease pay
credits under the cash balance formula. Effective March 31, 2007, all benefits
under the Non-pilot Plan were frozen; however, annual interest credits will
continue to be added to the cash balance account after December 31, 2005.
Non-qualified
Non-pilot Retirement Plans
Delta
previously sponsored non-qualified retirement plans designed to provide
retirement benefits which would have been paid under the applicable formula
under the Non-pilot Plan but for limits on qualified plans under the Internal
Revenue Code. Mr. Grinstein declined to participate in this non-qualified plan.
Effective December 31, 2005, Delta “froze” the non-qualified plans for
non-pilots. This means that no additional retirement benefits will accrue under
the non-qualified plans for any participant after December 31, 2005.
We
have
rejected these plans and all corresponding agreements as part of Delta’s plan of
reorganization.As
a
result, no further benefits will be paid from these non-qualified
plans.
Virtually
all of the benefits under these non-qualified plans accrued prior to our Chapter
11 filing and, because we did not seek authority from the Bankruptcy Court
to
pay those pre-petition benefits, we are precluded from doing so during the
Chapter 11 proceedings. Any
current or former employee, including Messrs. Whitehurst, Bastian and Matsen,
with an accrued benefit under these plans has a claim against Delta’s bankruptcy
estate. Delta’s plan of reorganization provides that holders of allowed
unsecured claims against the Debtors will generally receive common stock of
reorganized Delta in satisfaction of their claims.
Qualified
and Non-qualified Pilot Retirement Plans - Mr. Kolshak’s
Benefits
Delta
maintained non-contributory qualified and non-qualified defined benefit plans
for pilots pursuant to its collective bargaining agreement with ALPA. Because
he
is a pilot employee, Mr. Kolshak participated in these plans.
As
discussed in Note 10 of the Notes to the Consolidated Financial Statements
elsewhere in this Form 10-K, the qualified defined benefit pilot plan (the
“Pilot Plan”) was terminated effective as of September 2, 2006. At that time,
our sponsorship of the Pilot Plan terminated. The PBGC assumed trusteeship
of
the Pilot Plan on December 31, 2006. As trustee, the PBGC has taken over the
responsibility for paying pension benefits to more than 13,000 active and
retired pilots, including Mr. Kolshak. The PBGC will review the records of
each
participant in the Pilot Plan and calculate each person’s benefit according to
plan provisions, asset allocation rules, and federal guarantee limits. General
information about the PBGC’s pension insurance program is available at
www.pbgc.gov.
It is
not possible to project with any reasonable degree of certainty the amount
the
PBGC will ultimately allocate to Mr. Kolshak.
In
addition, Mr. Kolshak was a participant in two non-contributory non-qualified
retirement plans for pilots designed
to provide retirement benefits which would have been paid under the Pilot Plan
but for limits on qualified plans under the Internal Revenue Code.
These
plans were also terminated on September 2, 2006. ALPA has agreed on behalf
of
all pilot employees of Delta, including Mr. Kolshak, to forfeit all unpaid
benefits that had accrued under the plans. Therefore, Delta has no pending
obligations, and will incur no future obligations, under either plan.
17
In
return
for these and other concessions by ALPA on behalf of Delta’s pilots, ALPA
received a general unsecured pre-petition claim against Delta’s bankruptcy
estate for $2.1 billion and will receive $650 million in senior unsecured notes.
See Note 1 to the Notes to the Consolidated Financial Statements for further
information. ALPA will have the authority to determine the manner in which
the
claim and the notes are allocated among the pilots. Mr. Kolshak does not
expect to receive any payment in connection with the claim or the notes.
Pension
Benefits Table
The
table
below shows the present
value of the accumulated benefits under the Non-pilot Plan for
Messrs. Grinstein, Whitehurst, Bastian and Matsen,
including the number of years of service credited under the plan. Benefits
were
calculated using interest rate and mortality rate assumptions consistent with
those used in our financial statements (see
“-
Defined Benefit Pension and Other Postretirement and Postemployment Benefit
Plans - Assumptions” in Note 10 to the Consolidated Financial
Statements). In
addition, certain individual data was used in developing these values. Benefits
accrued under the FAE formula and the cash balance formula are listed
separately. For purposes of the FAE formula benefit, the assumed retirement
age
is 62. The
table
does not reflect (1) any information for Messrs. Hauenstein or Kolshak,
neither of whom is a participant under the Non-pilot Plan; or (2) any
claims filed with the Bankruptcy Court for benefits accrued under
non-qualified plans terminated in Delta’s bankruptcy proceedings.
Name
Plan
Name
Number
of Years of
Credited
Service
(as
of December 31,
2006)
(1)
Present
Value of
Accumulated
Benefits
(2)
Payments
During
Last
Fiscal Year
Mr.
Grinstein
Delta
Retirement Plan
2
years
Cash
balance only: $33,883
0
Mr.
Whitehurst(3)
Delta
Retirement Plan
4
years
FAE:
$18,322
Cash
Balance: $52,142
0
Mr.
Bastian(4)
Delta
Retirement Plan
6
years, 5 months
FAE:
$128,757
Cash
Balance: $11,538
0
Mr.
Matsen(5)
Delta
Retirement Plan
11
years, 9 months
FAE
only: 210,746
0
(1)
As
discussed above, the Non-pilot
Plan
was frozen effective December 31, 2005, and no additional service
credit
will accrue after that date. Therefore, with the exception of Mr.
Bastian,
the years of service reflected in this column include the years of
service
of each executive until December 31, 2005. Mr. Bastian’s FAE
formula benefit under the Non-pilot Plan is based on the 6 years,
5 months of service he had completed as of April 1, 2005, the
date he resigned from Delta. All benefits earned by Mr. Bastian after
he rejoined Delta in July 2005 are based solely on the cash balance
formula.
None of Delta’s executive officers has been provided with any supplemental
service credit under any retirement
plan.
(2)
The
form of benefit payable under the FAE formula for Mr. Whitehurst
is
assumed to be a joint and survivor annuity. The form of benefit payable
under the FAE formula for Messrs. Bastian and Matsen is a single
life
annuity, based on the rules applicable to vested employees who terminate
their service with Delta prior to normal retirement age.
18
(3)
Mr.
Whitehurst earned a larger benefit under the cash balance formula
during
the Cash Balance Period. Because Mr. Whitehurst was a participant in
the Non-pilot
Plan
prior to July 1, 2003, he also accrued an FAE benefit for his service
through June 30, 2003.
(4)
Mr. Bastian
resigned from Delta as of April 1, 2005 and rejoined Delta in July
2005. As a result, the portion of his benefit calculated under the
FAE
formula was determined under the rules applicable to vested employees
who
terminate their service with Delta prior to early retirement age
instead
of under the rules applicable to retirees at early retirement age.
Accordingly, Mr. Bastian’s benefit is smaller than it would have been had
he retired at early retirement age. All benefits earned by
Mr. Bastian after he rejoined Delta in July 2005 are based solely on
the cash balance formula.
(5)
Mr.
Matsen earned a larger benefit under the FAE formula than he earned
under
the cash balance formula during the Cash Balance Period; therefore
his
benefits under the Non-pilot
Plan
are all calculated under the FAE formula. Mr. Matsen terminated his
service with Delta on June 1, 2006; as a result, his benefit under
the FAE
formula was
determined under the rules applicable to vested employees who terminate
their service with Delta prior to early retirement age instead of
under
the rules applicable to retirees at early retirement age. Accordingly,
Mr.
Matsen’s benefit is smaller than it would have been had he retired at
early retirement age.
Non-qualified
Deferred Compensation
In
January 2002, the P&C Committee adopted a special retention program (the
“Retention Program”) for key members of management, including the executive
officers at that time. The Retention Program was unfunded, and any payments
made
under the program were paid from our general assets. Each participant in the
Retention Program received a cash retention award opportunity which, if earned,
was to be paid in 2004.
In
2003,
participants in the program were given an opportunity to defer all or a portion
of their retention award. Mr. Kolshak elected to defer a portion of his
retention award, and that portion remains unpaid. This unpaid amount is a claim
that arose prior to our Chapter 11 filing and, because we did not seek authority
from the Bankruptcy Court to pay these pre-petition benefits, we are precluded
from doing so during the Chapter 11 proceedings. We do not plan to assume this
obligation under our plan of reorganization. Any employee, including Mr.
Kolshak, who did not receive his deferred retention award payment due to our
Chapter 11 filing has a claim against Delta’s bankruptcy estate. Delta’s plan of
reorganization provides that holders of allowed unsecured claims against the
Debtors will generally receive common stock of reorganized Delta in satisfaction
of their claims.
Other
Potential Post-Employment Payments
Severance
Plan
The
Severance Plan for Delta’s officers and director-level employees, which was
approved by the Bankruptcy Court on February 22, 2006, was intended to
reinstate Delta’s severance practices that existed before the Petition Date for
officers and director-level employees. Employees below the director level are
covered by a severance plan that was approved by the Bankruptcy Court shortly
after Delta’s Chapter 11 filing. At their request, Messrs. Grinstein
and Whitehurst are not eligible to participate in the Severance Plan.
In
order
to participate in the Severance Plan, an eligible employee must first relinquish
all rights to any benefits under any severance arrangement in place as of the
effective date of the Severance Plan. Upon a qualifying termination of
employment under the Severance Plan, a participant must further execute a
separation agreement to be eligible to receive benefits under the Severance
Plan. The separation agreement will include a release of claims in favor of
Delta and certain non-competition, non-solicitation and confidentiality
agreements for the benefit of Delta.
19
Terminations
that qualify for payments under the Severance Plan may occur in several ways.
A
qualifying termination occurs when a participant’s employment is terminated as a
result of an organizational change or other business change at Delta. A
qualifying termination following a change in control, as defined in the
Severance Plan, occurs if a participant’s resignation is prompted by
·
a
reduction in pay or benefits, unless such action applies generally
to
other employees at the same level,
·
a
significant diminution of position, responsibilities or duties, or
·
the
relocation by the Company or its successor of the participant’s required
work location more than 75 miles from its current location.
In
addition, following a change in control, any termination of a participant’s
employment by Delta other than for “Cause,” as defined in the Severance Plan, is
considered a termination of employment as a result of an organizational change
or other business change at the Company.
In
the
event of a qualifying termination of employment under the Severance Plan, an
eligible participant will receive a severance payment that varies according
to
his or her employment level. Executive Vice Presidents will receive twelve
months’ base salary; Vice Presidents and Senior Vice Presidents will receive
nine months’ base salary; director-level employees will receive six months’ base
salary. Subject to the terms of the Severance Plan, the cash severance amount
will be paid in a lump-sum following termination of employment. Participants
will also be eligible for (a) continuation of certain medical and dental
benefits for which the COBRA premiums will be waived for the period applicable
to his or her employment level; (b) continuation of basic life insurance for
which premiums will be waived for the period applicable to his or her employment
level; (c) continuation of Flight Benefits for the period applicable to his
or
her employment level; (d) reimbursement of expenses for financial planning
services through the end of the year in which the termination occurred; and
(e)
outplacement services with fees not to exceed $5,000, each as described in
the
Severance Plan.
Potential
Payments upon Termination of Employment
The
following tables describe the termination benefits that each named executive
officer would receive in the event of termination, assuming that the termination
date was December 31, 2006. See “Severance Plan” above for a description of
qualifying events for termination under the Severance Plan. If the officer
was
not eligible for retirement or early retirement at that date, no disclosure
is
given with respect to such a termination. In addition, retirement benefits
are
not included in these tables. The benefits accrued for eligible named executive
officers under the Non-Pilot Plan are disclosed in the section titled “Defined
Benefit Pension Benefits” above. We have not included any compensation or
benefit in this section that is available generally to all employees, including
named executive officers, on a non-discriminatory basis upon certain termination
of employment events, such as payments of disability and survivorship benefits.
20
Mr.
Grinstein
Payments
and
Benefits
Upon
Termination
Qualifying
Termination
Under
Severance
Plan (1)
Termination
by
Delta
other than
under
the Severance
Plan
Retirement
(2)
Voluntary
Resignation
Death
Compensation:
Base
Salary
$0
$0
$0
$0
$0
Benefits
and Perquisites:
Company-Paid
COBRA Coverage and Basic Life Insurance Premiums
$0
$0
$0
$0
$0
Career
Transition Services
$0
$0
$0
$0
$0
Financial
Planning
$0
$0
$0
$0
$0
Flight
Benefits (3)
$0
$34,535
$34,535
$34,535
$0
Executive
Life Insurance Benefits
$0
$0
$0
$0
$0
Total:
$0
$34,535
$34,535
$34,535
$0
(1)
As
noted above, at Mr. Grinstein’s request, he is not eligible to participate
in the Severance Plan.
(2)
Mr.
Grinstein has already achieved normal retirement
age.
(3)
Mr.
Grinstein is eligible for Flight Benefits due to his service
as a member
of the Board of Directors and will receive Director Flight Benefits
for
life upon retirement from the Board. See “Director Compensation - Overview
of Director Compensation Program” below for a description of Director
Flight Benefits. To estimate the future incremental cost of Mr.
Grinstein’s post retirement travel, we calculated the present value of
the
incremental cost of Mr. Grinstein’s Flight Benefits during 2006
($3,246), assuming that he would continue to use the benefits
for another
15 years, and using a discount rate of 5% per
year.
21
Mr.
Whitehurst
Payments
and
Benefits
Upon
Termination
Qualifying
Termination
Under
Severance
Plan (1)
Termination
by
Delta
other than
under
the Severance
Plan
Retirement
Voluntary
Resignation
Death
Compensation:
Base
Salary
$0
$0
$0
$0
$0
Benefits
and
Perquisites:
Company-Paid
COBRA
Coverage
and
Basic Life
Insurance
Premiums
$0
$0
$0
$0
$0
Career
Transition
Services
$0
$0
$0
$0
$0
Financial
Planning
$0
$0
$0
$0
$0
Flight
Benefits
$0
$0
$0
$0
$0
Executive
Life
Insurance
Benefits
$0
$0
$0
$0
$765,000
Total:
$0
$0
$0
$0
$765,000
(1)
As
noted above, at Mr. Whitehurst’s request, he is not eligible to
participate in the Severance
Plan.
22
Mr.
Bastian
Payments
and
Benefits
Upon
Termination
Qualifying
Termination
Under
Severance
Plan
Termination
by
Delta
other than
under
the Severance
Plan
Retirement
Voluntary
Resignation
Death
Compensation:
Base
Salary
$382,500
0
$0
0
0
Benefits
and
Perquisites:
Company-Paid
COBRA Coverage and Basic Life Insurance Premiums
$12,336
0
$0
0
0
Career
Transition Services
$5,000
0
$0
0
0
Financial
Planning (1)
$1,000
0
$0
0
0
Flight
Benefits (2)
$2,558
0
$0
0
0
Executive
Life Insurance Benefits
$0
0
$0
0
$765,000
Total:
$403,394
$0
$0
$0
$765,000
(1)
Under
the Severance Plan, participating executive officers are eligible
for
Company-paid financial planning until the end of the year in which
their
employment terminated. The amounts reflected generally in these tables
for
financial planning assume that the named executive officer would
incur the
same expense after a termination of employment as he incurred during
2006.
Since Mr. Bastian incurred no financial planning expenses during
2006, we
have assumed that he would have incurred $1,000 for purposes of this
table. The maximum amount available under the program is $15, 000
per
year.
(2)
Under
the Severance Plan, participating executive officers are entitled
to
retain their Flight Benefits for 12 months after termination of
employment. To estimate the incremental cost of Mr. Bastian’s Flight
Benefits we assumed he would use the benefits to the same extent
that he
used them in 2006.
23
Mr.
Hauenstein
Payments
and
Benefits
Upon
Termination
Qualifying
Termination
Under
Severance
Plan
Termination
by
Delta
other than
under
the Severance
Plan
Retirement
Voluntary
Resignation
Death
Compensation:
Base
Salary
$344,256
$0
$0
$0
$0
Benefits
and Perquisites:
Company-Paid
COBRA Coverage and Basic Life Insurance Premiums
$4,128
$0
$0
$0
$0
Career
Transition Services
$5,000
$0
$0
$0
$0
Financial
Planning (1)
$1,000
$0
$0
$0
$0
Flight
Benefits (2)
$2,085
$0
$0
$0
$0
Executive
Life Insurance Benefits
$0
$0
$0
$0
$688,512
Total:
$356,469
$0
$0
$0
$688,512
(1)
Under
the Severance Plan, participating executive officers are eligible
for
Company-paid financial planning until the end of the year in which
their
employment terminated. The amounts reflected generally in these tables
for
financial planning assume that the named executive officer would
incur the
same expense after a termination of employment as he incurred during
2006.
Since Mr. Hauenstein incurred no financial planning expenses during
2006,
we have assumed that he would have incurred $1,000 for purposes of
this
table. The maximum amount available under the program is $15,000
per
year.
(2)
Under
the Severance Plan, participating executive officers are entitled
to
retain their Flight Benefits for 12 months after termination of
employment. To estimate the incremental cost of Mr. Hauenstein’s Flight
Benefits we assumed he would use the benefits to the same extent
that he
used them in 2006.
24
Mr.
Kolshak
Payments
and
Benefits
Upon
Termination
Qualifying
Termination
Under
Severance
Plan
Termination
by
Delta
other than
under
the Severance
Plan
Retirement
Voluntary
Resignation
Death
Compensation:
Base
Salary
$344,256
$0
$0
$0
$0
Benefits
and Perquisites:
Company-Paid
COBRA Coverage and Basic Life Insurance Premiums
$12,096
$0
$0
$0
$0
Career
Transition Services
$5,000
$0
$0
$0
$0
Financial
Planning (1)
$1,750
$0
$0
$0
$0
Flight
Benefits (2)
$1,976
$0
$0
$0
$0
Executive
Life Insurance Benefits
$0
$0
$0
$0
$688,512
Total:
$365,078
$0
$0
$0
$688,512
(1)
Under
the Severance Plan, participating executive officers are eligible
for
Company-paid financial planning until the end of the year in which
their
employment terminated. The amounts reflected generally in these tables
for
financial planning assume that the named executive officer would
incur the
same expense after a termination of employment as he incurred during
2006.
The maximum amount available under the program is $15,000 per
year.
(2)
Under
the Severance Plan, participating executive officers are entitled
to
retain their Flight Benefits for 12 months after termination of
employment. To estimate the incremental cost of Mr. Kolshak’s Flight
Benefits we assumed he would use the benefits to the same extent
that he
used them in 2006.
25
Payments
to Mr. Matsen
Mr.
Matsen’s employment with Delta ended effective June 1, 2006, due to the
consolidation of positions in Delta’s executive team. As a result, we entered
into a separation agreement with Mr. Matsen under the Severance Plan. The
benefits received by Mr. Matsen under his separation agreement from June 1,
2006
through December 31, 2006 are reflected in the Summary Compensation Table above.
In addition, Mr. Matsen will continue to be eligible for the following
benefits under the separation agreement through May 31, 2007: (a) medical and
dental benefits for which the COBRA premiums of $5,010 are waived; (b) basic
life insurance coverage for which premiums of $40 are waived; and (c) Flight
Benefits, the incremental cost of which Delta estimates to be
approximately
$1,346.1Mr.
Matsen’s separation agreement includes confidentiality and non-disparagement
provisions of unlimited duration. The agreement also includes employee and
customer non-solicitation provisions and a non-competition provision that
restrict Mr. Matsen from engaging in certain activities during the twelve month
period following the date of his termination of employment.
___________________
1
Under
the Severance Plan, the participating named executive officers are
entitled to retain their Flight Benefits for 12 months after their
termination of employment. For purposes of estimating the incremental
cost
of Mr. Matsen’s Flight Benefits for the period from January 1, 2007
through May 31, 2007, we assumed that he would use the benefits half
as
much as he used them during all of calendar year
2006.
26
Director
Compensation
Overview
of Director Compensation Program
During
2006, the Board’s compensation program for non-employee directors was as
described below:
·
Each
non-employee director received an annual retainer of $20,000, payable
in
cash.
·
The
Chair of each committee of the Board received an annual retainer
of
$7,500.
·
The
non-executive Chairman of the Board received an additional annual
retainer
of $112,500.
·
Each
non-employee director received $1,000 for each Board and committee
meeting
attended.
·
All
directors were eligible for reimbursement of reasonable expenses
incurred
in attending meetings.
·
Delta
provided complimentary travel and certain Delta Crown Room privileges
for
each non-employee director and his or her spouse or companion and
dependent children (“Director Flight Benefits”). Each non-employee
director who retires from the Board at or after age 68 with at least
five years of service as a director, and each non-employee director
who
serves until his or her mandatory retirement date, is eligible to
receive
Director Flight Benefits during his or her life. Delta does not reimburse
non-employee directors or retired directors for taxes associated
with
their use of Director Flight Benefits.
·
Directors
(and all full-time employees and retirees) are eligible to participate
in
a program under which a charitable foundation funded by Delta will
match
50% of a participant’s cash contributions to accredited colleges and
universities, with a maximum match of up to $1,000 per calendar year
on
behalf of any participant.
Directors
who are employees of Delta are not separately compensated for their service
as
directors.
27
Director
Compensation Table
The
following table sets forth the compensation paid to non-employee members of
Delta’s Board of Directors during calendar year 2006:
Name
(1)
Fees
Earned
or
Paid
in
Cash
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive
Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings
($)
All
Other
Compensation
($)(2)
Total
($)
Edward
H. Budd
$47,500
$0
$0
$0
$0
n/a
$47,500
Domenico
De Sole
$28,000
$0
$0
$0
$0
n/a
$28,000
David
R. Goode
$40,500
$0
$0
$0
$0
n/a
$40,500
Patricia
L. Higgins
$35,000
$0
$0
$0
$0
n/a
$35,000
Arthur
E. Johnson
$31,000
$0
$0
$0
$0
n/a
$31,000
Karl
J. Krapek
$35,500
$0
$0
$0
$0
n/a
$35,500
Paula
Rosput Reynolds
$34,000
$0
$0
$0
$0
n/a
$34,000
John
F. Smith, Jr.
$157,000
$0
$0
$0
$0
n/a
$157,000
Kenneth
B. Woodrow
$38,000
$0
$0
$0
$0
n/a
$38,000
(1)
Mr.
Grinstein, Delta’s Chief Executive Officer, is also a member of Delta’s
Board of Directors. Mr. Grinstein is not separately compensated for
his service on the Board of Directors. His compensation as Chief
Executive
Officer is included in the “Summary Compensation Table” above in this Form
10-K.
(2)
None
of Delta’s directors received perquisites or other personal benefits with
a total incremental cost of $10,000 or more, the threshold for reporting
under SEC rules.
Compensation
Committee Interlocks and Insider Participation
The
members of the P&C Committee are Mr. Goode, who serves as Chair,
Mr. Budd, Mr. Johnson, Ms. Rosput Reynolds and Mr. Woodrow,
each of whom is independent under the NYSE listing standards and our director
independence standards. See Item 13 in this Form 10-K for information regarding
independence of directors. None of the members of the P&C Committee is a
former or current officer or employee of Delta or has any interlocking
relationships as set forth in applicable SEC rules.
28
Item
12.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Directors
and Executive Officers
The
following table sets forth the number of shares of Delta common stock
beneficially owned as of February 28, 2007, by each director, each named
executive officer, and all directors and executive officers as a group. Unless
otherwise indicated by footnote, the owner exercises sole voting and investment
power over the shares.
Name
of Beneficial Owner
Number
of Shares (1)
Edward
H. Budd
0
Domenico
De Sole
0
David
R. Goode
2,918
Gerald
Grinstein
4,865
(2)
Patricia
L. Higgins
3,896
Arthur
E. Johnson
3,622
Karl
J. Krapek
27,550
Paula
Rosput Reynolds
4,862
John
F. Smith, Jr.
0
Kenneth
B. Woodrow
2,769
James
M. Whitehurst
0
Edward
H. Bastian
3,157
Glen
W. Hauenstein
0
Joseph
C. Kolshak
0
Paul
G. Matsen
600
Directors
and Executive Officers as a Group (18 Persons)
54,699
(1)
No
person listed in the table beneficially owned 1% or more of the
outstanding shares of common stock. The directors and executive officers
as a group beneficially owned less than 1% of the outstanding shares
of
common stock.
(2)
Mr.
Grinstein shares voting and investment power over 749 of these shares,
which he owns jointly with his spouse.
Beneficial
Owners of More than 5% of Voting Stock
Delta
has
no outstanding voting securities other than its common stock. As of February
28,
2007, Delta was not aware of any entity that owned more than 5% of its common
stock.
Change
in Control
As
discussed in Item 7 elsewhere in this Form 10-K, Delta’s plan of reorganization
provides that holders of allowed unsecured claims against the Debtors would
generally receive common stock of reorganized Delta in satisfaction of their
claims. Current holders of Delta’s equity interests would not receive any
distributions under the plan, and their equity interests would be cancelled
once
the plan becomes effective. As a result, a change in control of Delta will
occur
upon the effective date of the plan of reorganization. This event will not
result in a change in control as defined under the Severance Plan described
above.
29
Equity
Compensation Plan Information
In
2006,
we concluded that all of our stock options would be cancelled as part of our
emergence from Chapter 11. Accordingly, in March 2006, we filed with the
Bankruptcy Court a motion to reject our outstanding stock options and other
stock-based awards to avoid the administrative and other costs associated with
our equity compensation plans. The Bankruptcy Court approved our motion and,
effective March 31, 2006, all stock options and other stock based awards
covered by the motion were rejected. Certain options issued to employees outside
the United States were not covered by the motion. However, those options will
cease to exist upon cancellation of the underlying common stock if Delta’s plan
of reorganization becomes effective.
Item
13.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The
Board
of Directors has adopted a formal policy that a substantial majority of its
members should be independent directors who have no material relationship with
Delta (either directly or as a partner, shareowner or officer of an organization
that has such a relationship with Delta), as defined under the New York
Stock Exchange (“NYSE”) listing standards and our director independence
standards. Although our securities were delisted from the NYSE during most
of
the time we were in bankruptcy, we continue to determine the independence of
directors under the NYSE listing standards and our director independence
standards. The Company’s application to list securities on the NYSE became
effective April 26, 2007 and the Company is again subject to the listing
standards of the NYSE. The Board of Directors has affirmatively determined
that
all directors are independent under both sets of standards except
Mr. Grinstein, who is not independent because he became our Chief Executive
Officer on January 1, 2004. In making these independence determinations,
the Board of Directors considered, among other things, information submitted
by
the directors in response to directors’
questionnaires and information obtained from our internal records. Delta’s
director independence standards are available on our website at www.delta.com/about_delta/investor_relations/corporate_governance/index.jsp.
In
January 2007, the Board amended the Audit Committee charter to give that
committee the responsibility to review and approve or ratify, if appropriate,
transactions that would be subject to disclosure in Delta’s SEC filings pursuant
to Section 404(a) of SEC Regulation S-K.
Delta’s
plan of reorganization provides that the New Board will consist of 11 members,
including the Chief Executive Officer. The plan also provides that the other
10
members will be chosen by the Unsecured Creditors’ Committee in consultation
with us; that at least three members shall be chosen from among the members
of
the current Board of Directors; and that all members of the Board of Directors
must satisfy the independence standards applicable to the stock exchange on
which our shares will be listed after emergence from bankruptcy. The
names
of new members who will join the Board were announced on March 30, 2007.
30
Independence
of Audit, Corporate Governance and Personnel & Compensation Committee
Members
The
Audit, Corporate Governance and P&C Committees of our Board of Directors
consist entirely of non-employee directors who are independent, as defined
in
the NYSE listing standards and our director independence standards. The members
of the Audit Committee also satisfy the additional independence requirements
set
forth in rules under the Securities Exchange Act of 1934.
The
following table shows the aggregate fees for professional services rendered
by
Delta’s independent auditors, Ernst & Young LLP, for audit services for
2006, and fees billed for audit-related services and tax services in
2006.
Description
of Fees
Amount
2006
Audit
Fees(1)
$
2,787,000
Audit-Related
Fees
$
0
Tax
Fees(2)
$
778,000
All
Other Fees(3)
$
6,000
(1)
Represents
fees for professional services provided for the audit of Delta’s annual
financial statements, the audit of Delta’s internal control over financial
reporting under Section 404 of the Sarbanes-Oxley Act of 2002, the
review
of Delta’s quarterly financial statements and audit services provided in
connection with other statutory or regulatory filings.
(2)
Represents
fees for professional services provided primarily for domestic and
international tax compliance and advice. Tax compliance fees totaled
$47,000 and relate to the preparation of and assistance with the
German
subsidiary tax declarations and returns. Tax advisory services fees
totaled $721,000 and relate to advice regarding deductibility of
bankruptcy legal and professional fees; restructuring alternatives;
and
availability and limitation of tax attributes.
(3)
Represents
fees for online technical resources.
31
Fees
of Independent Auditors for 2005
The
following table shows the aggregate fees for professional services rendered
by
Delta’s independent auditors, Deloitte & Touche LLP, the member firms of
Deloitte and Touche Tohmatsu, and their respective affiliates, for audit
services for 2005, and fees billed for audit-related services and tax services
in 2005.
Amount
Description
of Fees
2005
Audit
Fees(1)
$
4,285,500
Audit-Related
Fees(2)
$
218,775
Tax
Fees(3)
$
296,208
All
Other Fees
$
0
(1)
Principally
includes fees related to an audit of management’s assessment of
effectiveness of internal control over financial reporting and audits
of
the financial statements of Delta and its subsidiaries; reviews of
financial statements and disclosures in SEC filings; comfort letters
and
consents; statutory audits for non-U.S. jurisdictions; and, the issuance
of an audit report in connection with three years of subsidiary financial
statements; a review of subsidiary interim financial statements and
a
consent to the use by an acquirer in an SEC filing of subsidiary
audited
financial statements.
(2)
Principally
includes fees related to employee benefit plan audits; services in
connection with acquirer due diligence regarding subsidiary audited
financial statements; and debt compliance letters issued to
lenders.
(3)
Includes
tax compliance and preparation fees of $201,396, principally related
to
the review of Delta’s federal tax returns; licensing and user training
fees relating to tax compliance software; and assistance with tax
return
filings in foreign jurisdictions. Includes tax consulting and advisory
services of $94, 812, principally related to the determination of
the tax
basis of certain subsidiaries.
Pre-Approval
of Audit and Non-Audit Services
The
charter of the Audit Committee provides that the Committee is responsible for
the pre-approval of all audit and permitted non-audit services to be performed
for Delta by the independent auditors. The Audit Committee has adopted a policy
for the pre-approval of services provided by the independent auditors.
Each
year
management requests Audit Committee pre-approval of the annual audits, statutory
audits, quarterly reviews and any other engagements of the independent auditors
known at that time. In connection with these requests, the Committee considers
information about each engagement, including the budgeted fees, the reasons
management is requesting the services to be provided by the independent auditors
and any potential impact on the auditors’ independence. As additional proposed
audit and non-audit engagements of the independent auditors are subsequently
identified, or if pre-approved services exceed the pre-approved budgeted amount
for those services, the Committee will consider similar information in
connection with the pre-approval of such engagements or services. If Committee
pre-approvals are required between regularly scheduled Committee meetings,
the
Committee has delegated to the Chair of the Committee, or an alternate member
of
the Committee, the authority to grant pre-approvals. Pre-approvals by the Chair
or the alternate member are reviewed with the Committee at its next regularly
scheduled meeting.
32
PART IV
Item
15.
EXHIBITS
AND FINANCIAL STATEMENT
SCHEDULES
(3). The
exhibits required by this item are listed in the Exhibit Index to this
report. The management contracts and compensatory plans or arrangements required
to be filed as an exhibit to Form 10-K are listed as Exhibits 10.6
through 10.18 in the Exhibit Index.
33
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on the 27th day
of April, 2007.
Delta’s
Certificate of Incorporation (Filed as Exhibit 3.1 to Delta’s Current
Report on Form 8-K as filed on May 23, 2005).*
3.2
Delta’s
By-Laws (Filed as Exhibit 3.2 to Delta’s Current Report on
Form 8-K as filed on May 23, 2005).*
4.1
Indenture
dated as of March 1, 1983, between Delta and The Citizens and
Southern National Bank, as trustee, as supplemented by the First
and
Second Supplemental Indentures thereto dated as of January 27, 1986
and May 26, 1989, respectively (Filed as Exhibit 4 to Delta’s
Registration Statement on Form S-3 (Registration No. 2-82412),
Exhibit 4(b) to Delta’s Registration Statement on Form S-3
(Registration No. 33-2972), and Exhibit 4.5 to Delta’s Annual
Report on Form 10-K for the year ended June 30, 1989).*
4.2
Third
Supplemental Indenture dated as of August 10, 1998, between Delta and
The Bank of New York, as successor trustee, to the Indenture dated
as of
March 1, 1983, as supplemented, between Delta and The Citizens and
Southern National Bank of Florida, as predecessor trustee (Filed
as
Exhibit 4.5 to Delta’s Annual Report on Form 10-K for the year
ended June 30, 1998).*
4.3
Indenture
dated as of April 30, 1990, between Delta and The Citizens and
Southern National Bank of Florida, as trustee (Filed as Exhibit 4(a)
to Amendment No. 1 to Delta’s Registration Statement on Form S-3
(Registration No. 33-34523)).*
4.4
First
Supplemental Indenture dated as of August 10, 1998, between Delta and
The Bank of New York, as successor trustee, to the Indenture dated
as of
April 30, 1990, between Delta and The Citizens and Southern National
Bank of Florida, as predecessor trustee (Filed as Exhibit 4.7 to
Delta’s Annual Report on Form 10-K for the year ended June 30,
1998).*
4.5
Indenture
dated as of May 1, 1991, between Delta and The Citizens and Southern
National Bank of Florida, as Trustee (Filed as Exhibit 4 to Delta’s
Registration Statement on Form S-3 (Registration
No. 33-40190)).*
Delta
is
not filing any other instruments evidencing any indebtedness because the total
amount of securities authorized under any single such instrument does not exceed
10% of the total assets of Delta and its subsidiaries on a consolidated basis.
Copies of such instruments will be furnished to the Securities and Exchange
Commission upon request.
10.1
Purchase
Agreement No. 2022 between Boeing and Delta relating to Boeing Model
737-632/-732/-832 Aircraft (Filed as Exhibit 10.3 to Delta’s
Quarterly Report on Form 10-Q for the quarter ended March 31,
1998).*/**
10.2
Purchase
Agreement No. 2025 between Boeing and Delta relating to Boeing Model
767-432ER Aircraft (Filed as Exhibit 10.4 to Delta’s Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998).*/**
10.3
Letter
Agreements related to Purchase Agreements No. 2022 and/or
No. 2025 between Boeing and Delta (Filed as Exhibit 10.5 to
Delta’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998).*/**
10.4
Aircraft
General Terms Agreement between Boeing and Delta (Filed as
Exhibit 10.6 to Delta’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998).*/**
10.5(a)
Amended
and Restated Secured Super-Priority Debtor in Possession Credit Agreement
dated as of March 27, 2006 among Delta Air Lines, Inc., a Debtor
and Debtor in Possession, as Borrower, the other Credit Parties signatory
thereto, each a Debtor and Debtor in Possession, as Credit Parties,
the
Lenders signatory thereto from time to time, as Lenders, and General
Electric Capital Corporation, as Administrative Agent and Lender
(“Amended
and Restated Secured Super-Priority Debtor-in-Possession Credit
Agreement”) †
10.5(b)
Amendment
No. 1 to Amended and Restated Secured Super-Priority
Debtor-in-Possession Credit Agreement dated as of August 31,
2006.†
10.6
Delta
2000 Performance Compensation Plan (Filed as Appendix A to Delta’s
Proxy Statement dated September 15, 2000).*
35
10.7
First
Amendment to Delta 2000 Performance 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).*
10.8
2002
Delta Excess Benefit Plan (Filed as Exhibit 10.1 to Delta’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2002).*
10.9
2002
Delta Supplemental Excess Benefit Plan (Filed as Exhibit 10.2 to
Delta’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002).*
10.10
Form
of Excess Benefit Agreement between Delta and its officers (Filed
as
Exhibit 10.3 to Delta’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002).*
10.11
Form
of Non-Qualified Benefit Agreement (Filed as Exhibit 10.19 to Delta’s
Annual Report on Form 10-K for the year ended December 31,
2003).*
10.12
Directors’
Deferred Compensation Plan, as amended (Filed as Exhibit 10.1 to
Delta’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003).*
10.13(a)
Delta
Air Lines, Inc. Director and Officer Severance Plan (Filed as Exhibit
10.1
to Delta’s Current Report on Form 8-K filed on February 23,
2006).*
10.13(b)
Form
of Agreement Related to Relinquishment of Certain Prior Severance
Benefits
(Non-pilot). (Filed as Exhibit 10.15(b) to Delta’s Annual Report on
Form 10-K for the year ended December 31,
2005).*
10.13(c)
Form
of Agreement Related to Relinquishment of Certain Prior Severance
Benefits
(Pilot). (Filed as Exhibit 10.15(c) to Delta’s Annual Report on
Form 10-K for the year ended December 31,
2005).*
10.13(d)
Form
of Acknowledgement of Ineligibility for Severance Benefits Under
Any Delta
Plan or Program, as executed by Messrs. Grinstein and Whitehurst.
(Filed
as Exhibit 10.15(d) to Delta’s Annual Report on Form 10-K for
the year ended December 31, 2005).*
10.13(e)
Form
of Separation Agreement and General Release Applicable to Executive
Officers. (Filed as Exhibit 10.15(e) to Delta’s Annual Report on
Form 10-K/A for the year ended December 31,
2005).*
10.14
2007
Performance Compensation Plan (Filed as Exhibit 10.1 to Delta’s Current
Report on Form 8-K filed on March 21, 2007).*
10.15
2007
Officer and Director Severance Plan (Filed as Exhibit 10.2 to Delta’s
Current Report on Form 8-K filed on March 21, 2007).*
10.16
Offer
of Employment dated July 20, 2005 between Delta Air Lines, Inc. and
Edward
H. Bastian (Filed as Exhibit 10.1 to Delta’s Current Report on Form 8-K
filed on July 22, 2005)*
10.17
Offer
of Employment dated July 20, 2005 between Delta Air Lines, Inc. and
Glen
Hauenstein
10.18
Description
of Certain Benefits of Executive Officers.
21.1
Subsidiaries
of the Registrant. †
23.1
Consent
of Ernst & Young LLP.†
23.2
Consent
of Deloitte & Touche LLP. †
31.1
Rule
13a-14(a)/15d-14(a) Certification of Chief Executive Officer.†
31.2
Rule
13a-14(a)/15d-14(a) Certification of Chief Financial Officer.†
31.3
Rule 13a-14(a)/15d-14(a)
Certification of Chief Executive Officer with respect to Amendment
No. 1 to Delta’s Annual Report on Form 10-K for the year ended
December 31, 2006.
31.4
Rule 13a-14(a)/15d-14(a)
Certification of Chief Financial Officer with respect to Amendment
No. 1 to Delta’s Annual Report on Form 10-K for the year ended
December 31, 2006.
32
Certification
pursuant 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.
†
Previously
filed.
36
Bet you've never seen portfolio analytics like these.
