UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2008~~ 2009

Commission File Number: 0 1-~~23642~~15285

NORTHWEST AIRLINES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		41-1905580
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2700 Lone Oak Parkway, Eagan, Minnesota		55121
(Address of principal executive offices)		(Zip Code)

(612) 726-2111

(Registrant’s telephone number, including area code)

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 o

Note: The registrant is no longer subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 and is now a voluntary filer.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o (Do
not check if a smaller
reporting company)

Smaller reporting company o

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ~~Yes o No x~~

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ~~x No~~ o No x

AsIndicate by ofcheck ~~April 11,~~mark ~~2008,~~whether the registrant has filed all documents and reports ~~there~~required ~~were~~to ~~243~~be filed by Sections 12,~~903,924~~ ~~shares~~13 or 15(d) of the ~~registrant’s~~Securities Exchange ~~Common~~Act ~~Stock~~of ~~outstanding~~1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes x No o

The registrant is a wholly owned subsidiary of Delta Air Lines, Inc., a Delaware corporation, and there is no market for the registrant’s common stock, par value $0.01 per share. As of April 20, 2009, there were 1,000 shares of the registrant’s Common Stock outstanding.

The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format permitted by General Instruction H(2).

Table of Contents

NORTHWEST AIRLINES CORPORATION

PART I. FINANCIAL INFORMATION			Page No.
		Page No.
Item 1.	Financial Statements.
PART I. FINANCIAL INFORMATION
	Condensed Consolidated Statements of Operations		3
Item 1.	Financial Statements.
	Condensed Consolidated Balance Sheets		4
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Cash Flows		5
	Condensed Consolidated Balance Sheets	4
	Notes to Condensed Consolidated Financial Statements		6
	Condensed Consolidated Statements of Cash Flows	5
	The Computation of Ratio of Earnings to Fixed Charges is attached hereto and filed as Exhibit 12.1
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	24	31
Item 4.	Controls and Procedures.	24	31
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	24	31
Item 1A.	Risk Factors.	24	31
Item 6.	Exhibits.	24	32
SIGNATURE		25	34
EXHIBIT INDEX		25	34

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

NORTHWEST AIRLINES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Successor			Predecessor
	Post-Merger			Pre-Merger
	Three Months			Three Months
	Ended			Ended
	March 31,			March 31,
(Unaudited, in millions except per share amounts)	~~2008~~2009			~~2007~~2008
Operating Revenues
Passenger	$	21,~~239~~794		$	2,~~202~~302
Regional carrier revenues	~~410~~443			~~292~~406
Cargo	~~198~~92			~~189~~197
Other	~~280~~269			~~190~~229
Total operating revenues	32,~~127~~598			23,~~873~~134
Operating Expenses
Aircraft fuel and taxes	1,114			704
Aircraft fuel and related taxes	586			1,115
Salaries, wages and benefits	670			615
Salaries and related costs	748			728
Aircraft maintenance materials and repairs	221			184
Contract carrier arrangements	190			264
Selling and marketing	193			191
Depreciation and amortization	127			148
Depreciation and amortization	148			121
Aircraft maintenance materials and outside repairs	155			209
Other rentals and landing fees	138			141
Contracted services	222			206
Aircraft rentals	93			96
Passenger commissions and other selling expenses	175			215
Regional carrier expenses	205			211
Landing fees and other rents	148			129
Goodwill impairment	3,917			—
Passenger service	53			59
Other	481			409
Aircraft rent	58			54
Total operating expenses	7,180			2,672
Goodwill and other indefinite-lived intangibles impairment	—			3,917
Operating Income (Loss)	(4,053		)	201
Restructuring and merger related	53			—
Other, net	103			143
Total operating expenses	2,618			7,187
Operating Income (Loss)	(20		)	(4,053		)
Other Income (Expense)
Interest expense, net	(114		)	(132		)
Interest expense	(173		)	(114		)
Investment income	374			3136
Reorganization items, net	—			(393		)
Other, net	6			(8		)
Other, net	(9		)	—
Total other income (expense)	(163		)	(86		)
Total other income (expense)	(86		)	(494		)
Income (Loss) Before Income Taxes	(183		)	(4,139		)
Income (Loss) Before Income Taxes	(4,139		)	(293		)
Income tax expense (benefit)	—			—
Income tax expense (benefit)	—			(1		)
Net Income (Loss)	$	(183	)	$	(4,139	)
Net Income (Loss)	$	(4,139	)	$	(292	)
Earnings (loss) per common share:
Basic and Diluted	$N/A	~~(15.78~~	)	$	(315.3478	)
Average shares used in computation:
Basic and Diluted	~~262~~N/A			87262

See accompanying notes.

Table of Contents

NORTHWEST AIRLINES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	Successor
	Post-Merger			Post-Merger
	March 31,			December 31,
(Unaudited, in millions except share data)	~~2008~~2009			~~2007~~2008
Assets
Current Assets
Cash and cash equivalents	$	32,~~187~~548		$	2,~~939~~068
Unrestricted short-term investments	4016			9549
Restricted cash, cash equivalents and short-term investments	~~484~~168			~~725~~196
Accounts receivable, less allowance (2008–$4, 2007–$4)	750			776
Accounts receivable, less allowance (2009—$6, 2008—$6)	567			659
Flight equipment spare parts, less allowance (2008–$16, 2007–$10)	133			135
Hedge margin receivable	179			526
Maintenance and operating supplies	168			180
Expendable parts and supplies inventories, less allowance (2009—$8, 2008—$3)	153			152
Prepaid expenses and other	196			187
Deferred income taxes	70			131
Total current assets	4,958			5,037
Prepaid expenses and other	276			232
Property and Equipment
Total current assets	3,977			4,013
Flight equipment, net	7,745			7,520
Property and Equipment, Net	8,595			8,683
Other property and equipment, net	583			558
Total property and equipment	8,328			8,078
Flight Equipment Under Capital Leases, net	8			8
Other Assets
Goodwill	24,~~199~~570			64,~~035~~572
International routes, less accumulated amortization (2008–$3; 2007–$2)	2,975			2,976
Identifiable intangibles, less accumulated amortization (2009—$18; 2008—$8)	2,684			2,694
Other intangibles, less accumulated amortization (2008–$77; 2007–$54)	2,113			2,136
Other noncurrent assets	184			236
Investments in affiliated companies	217			24
Total other assets	7,438			7,502
Other, less accumulated depreciation and amortization (2008–$14; 2007–$8)	234			223
Total Assets	$	20,010		$	20,198
Total other assets	7,738			11,394
Liabilities and Stockholder’s Equity
Total Assets	$	21,032		$	24,517
Liabilities and Stockholders’ Equity
Current Liabilities
Air traffic liability/deferred frequent flier liability	$	2,266		$	2,004
Current maturities of long-term debt and capital lease obligations	$	1,141		$	383
Accounts payable and other liabilities	1,748			1,651
Air traffic liability	1,483			1,451
Current maturities of long-term debt	623			446
Frequent flyer deferred revenue	524			522
Current obligations under capital leases	8			3
Accounts payable	843			903
Total current liabilities	4,645			4,104
Hedge derivatives liability	231			560
Long-Term Debt	6,500			6,515
Accrued salaries and related benefits	456			455
Long-Term Obligations Under Capital Leases	117			124
Taxes payable	228			199
Deferred Credits and Other Liabilities
Due to parent company	550			200
Long-term pension and postretirement health care benefits	3,646			3,638
Other accrued liabilities	139			113
Deferred frequent flier liability	1,540			1,490
Total current liabilities	5,595			4,786
Deferred income taxes	1,131			1,131
Noncurrent Liabilities
Other	167			138
Long-term debt and capital leases	4,492			5,382
Total deferred credits and other liabilities	6,484			6,397
Pension, postretirement and related benefits	5,544			5,476
Common Stockholders’ Equity
Frequent flyer deferred revenue	1,477			1,500
Common stock, $.01 par value; shares authorized–400,000,000; shares issued–242,716,163 and 233,187,998 at March 31, 2008 and December 31, 2007, respectively	2			2
Deferred income taxes, net	1,022			1,094
Additional paid-in capital	7,267			7,235
Other noncurrent liabilities	463			533
Retained earnings (accumulated deficit)	(3,797		)	342
Total noncurrent liabilities	12,998			13,985
Accumulated other comprehensive income (loss)	(186		)	(202		)
Common Stockholder’s Equity
Treasury stock–2,931 and 1,684 at March 31, 2008 and December 31, 2007, respectively	—			—
Post-Merger Common stock, $0.01 par value; shares issued—1,000 at March 31, 2009 and December 31, 2008	—			—
Total common stockholders’ equity	3,286			7,377
Additional paid-in capital	3,659			3,605
Total Liabilities and Stockholders’ Equity	$	21,032		$	24,517
(Accumulated deficit) retained earnings	(722		)	(539		)
Accumulated other comprehensive (loss) income	(1,520		)	(1,639		)
Total stockholder’s equity	1,417			1,427
Total Liabilities and Stockholder’s Equity	$	20,010		$	20,198

See accompanying notes.

Table of Contents

NORTHWEST AIRLINES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Successor			Predecessor
	Post-Merger			Pre-Merger
	Three Months			Three Months
	Ended			Ended
	March 31,			March 31,
(Unaudited, in millions)	~~2008~~2009			~~2007~~2008
Cash Flows from Operating Activities
Net cash provided by (used in) operating activities	$	261		$	362
Net income (loss)	$	(4,139	)	$	(292	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	148			121
Pension and other postretirement benefit contributions less than (greater than) expense	(1		)	(10		)
Stock-based compensation	32			—
Reorganization items, net	—			393
Goodwill impairment	3,917			—
Increase (decrease) in cash flows from operating assets and liabilities:
Changes in certain assets and liabilities	70			(74		)
Air traffic liability/deferred frequent flyer liability	313			308
Long-term vendor deposits/holdbacks	—			176
Post-emergence reorganization payments	(3		)	—
Other, net	25			12
Net cash provided by (used in) operating activities	362			634
Cash Flows from Reorganization Activities
Net cash provided by reorganization activities	—			33
Cash Flows from Investing Activities
Capital expenditures	(~~366~~29		)	(72366		)
Purchase of short-term investments	—			(31		)
Decrease (increase) in unrestricted short-term investments	17			55
Proceeds from sales of short-term investments	55			10
Decrease (increase) in restricted cash, cash equivalents and short-term investments	11			240
Decrease (increase) in restricted cash, cash equivalents and short-term investments	240			(89		)
Proceeds from sale of property, equipment and other assets	72			1
Proceeds from sale of investment in affiliate	20			—
Investment in affiliated companies	—			(213		)
Investments in affiliated companies	(213		)	—
Proceeds from the sale of investment in affiliated companies	—			20
Other, net	1			1
Net cash provided by (used in) investing activities	71			(263		)
Net cash provided by (used in) investing activities	(263		)	(181		)
Cash Flows from Financing Activities
Proceeds from long-term debt	~~246~~30			—246
Payments of long-term debt and capital lease obligations	(96232		)	(~~147~~96		)
Other, net	(1		)	—
Proceeds from intercompany loan	350			—
Net cash provided by (used in) financing activities	149			(147		)
Other, net	—			(1		)
Increase (Decrease) in Cash and Cash Equivalents	248			339
Net cash provided by (used in) financing activities	148			149
Cash and cash equivalents at beginning of period	2,939			1,461
Increase (Decrease) in Cash and Cash Equivalents	480			248
Cash and cash equivalents at end of period	$	3,187		$	1,800
Cash and cash equivalents at beginning of period	2,068			2,939
Available to be borrowed under credit facilities	$	117		$	—
Cash and cash equivalents at end of period	$	2,548		$	3,187
Cash and cash equivalents and unrestricted short-term investments at end of period	$	3,227		$	2,426
Available to be borrowed under credit facilities	$	700		$	117
Cash and cash equivalents and unrestricted short-term investments at end of period	$	2,564		$	3,227
Supplemental Cash Flow Information:
Interest paid	$	~~114~~91		$	~~110~~114
Investing and Financing Activities Not Affecting Cash:
Manufacturer financing of aircraft and other non-cash transactions	$	—		$	167

See accompanying notes.

Table of Contents

NORTHWEST AIRLINES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation

The condensed consolidated financial statements of Northwest Airlines Corporation (“NWA Corp.”), the direct parent corporation of Northwest Airlines, Inc. (“Northwest”), include the accounts of NWA Corp. and all consolidated subsidiaries (collectively, the “Company”). ~~Unless otherwise~~On ~~indicated~~October 29, 2008 (the ~~terms~~ “~~we,”~~Closing ~~“us,~~Date”), Nautilus ~~and~~Merger Corporation (“~~our~~Merger Sub”), ~~refer~~a towholly ~~NWA~~owned ~~Corp.~~subsidiary ~~and~~of ~~all~~Delta ~~consolidated~~Air ~~subsidiaries~~Lines, Inc. ~~The~~ ~~condensed consolidated~~(“Delta”), ~~financial~~merged ~~statements~~with ~~included~~and ~~herein~~into ~~have~~NWA ~~been~~Corp. ~~prepared~~(the ~~pursuant~~“Merger”) toin ~~the~~accordance ~~rules and~~with ~~regulations of~~ the ~~Securities~~Agreement and ~~Exchange~~Plan ~~Commission~~of ~~(“SEC”). The~~Merger, ~~information~~dated ~~and~~as ~~footnote~~of ~~disclosures~~April 14, ~~normally~~2008 ~~included~~(the in“Announcement ~~annual~~Date”), ~~financial~~among ~~statements~~Delta, ~~prepared~~Merger inSub ~~accordance~~and ~~with U~~NWA Corp.S. ~~Generally Accepted Accounting Principles~~ (the “~~GAAP~~Merger Agreement”). As ~~have~~a ~~been~~result ~~condensed~~of orthe Merger, ~~omitted~~NWA ~~as permitted by such rules and regulations~~Corp. ~~These financial statements~~ and ~~related~~its ~~notes~~subsidiaries ~~should~~became bewholly-owned ~~read~~subsidiaries inof ~~conjunction~~Delta ~~with the financial statements~~ and ~~notes included in~~ the ~~Company’s~~shares ~~audited~~of ~~consolidated~~NWA ~~financial statements~~Corp., which ~~are~~traded ~~provided~~under in the ~~Company’s~~symbol ~~Annual~~“NWA”, ~~Report~~ceased trading on, ~~Form 10-K for~~and ~~the~~were ~~year~~delisted ~~ended December 31~~from, ~~2007, as amended by~~ the ~~Form 10-K/A filing~~New ~~dated~~York ~~April 29,~~Stock ~~2008~~Exchange (~~collectively, the~~ “~~2007 Form 10-K~~NYSE”).

~~Northwest’s operations~~As ~~account~~a ~~for~~result ~~approximately 99%~~ of the ~~Company’s consolidated~~ ~~operating~~application ~~revenues and expenses. Northwest is a major air carrier engaged principally in the commercial transportation~~ of ~~passengers~~purchase ~~and~~accounting ~~cargo, directly serving as many as 243 cities~~ in 22accordance ~~countries in North America, Asia and Europe. Northwest’s global airline network includes domestic hubs at Detroit, Minneapolis/St. Paul and Memphis, an extensive Pacific route system~~ with aFinancial ~~hub in Tokyo, a transatlantic joint venture with~~Accounting ~~KLM~~Standards ~~Royal~~Board ~~Dutch Airlines~~ (“~~KLM~~FASB”), ~~which~~Statement ~~operates~~of ~~through~~Financial aAccounting ~~hub~~Standards ~~in Amsterdam, a domestic and international alliance with Continental Airlines, Inc.~~ (“~~Continental~~SFAS”) ~~and~~ ~~Delta Air Lines, Inc~~No. 141, Business Combinations (“~~Delta~~SFAS No. 141”), ~~membership in SkyTeam, a global~~ ~~airline~~the ~~alliance~~financial ~~with~~statements ~~KLM,~~prior ~~Continental,~~to ~~Delta~~October 30, ~~Air~~2008 ~~France,~~are ~~Aeroflot,~~not ~~Alitalia, Aeromexico,~~comparable ~~China Southern, CSA Czech Airlines and Korean Air, exclusive~~with ~~marketing~~the ~~agreements~~financial ~~with~~statements ~~three~~for ~~domestic~~periods ~~regional~~on ~~carriers,~~or ~~Pinnacle~~after ~~Airlines,~~October ~~Inc. (“Pinnacle”)~~30, ~~Mesaba Aviation, Inc~~2008. References (to “~~Mesaba~~Post-Merger”), arefer ~~wholly-owned~~to ~~subsidiary,~~the ~~and~~Company ~~Compass~~on ~~Airlines, Inc.~~or ~~(“Compass”)~~after October 30, ~~a wholly-owned subsidiary~~2008, ~~which currently~~after ~~operate~~giving aseffect ~~Northwest~~to ~~Airlink~~the application ~~carriers~~of ~~and~~purchase ~~a cargo business that~~accounting. ~~includes~~References ato ~~dedicated~~“Pre-Merger” ~~fleet~~refer ofto ~~freighter~~the ~~aircraft~~Company ~~that~~prior ~~operate~~to ~~through hubs in~~October 30, ~~Anchorage and Tokyo~~2008.

AsUnless aotherwise indicated, ~~result~~the ofterms ~~the application~~“we,” of“us,” ~~fresh-start~~and ~~reporting~~“our” inrefer ~~accordance~~to ~~with~~NWA ~~American~~Corp. ~~Institute~~and ofall ~~Certified~~consolidated ~~Public~~subsidiaries. The ~~Accountants’~~condensed consolidated ~~Statement~~financial ofstatements ~~Position~~included ~~90-7,~~herein ~~Financial~~have ~~Reporting~~been byprepared ~~Entities~~pursuant to inthe ~~Reorganization~~rules and ~~under~~ regulations of the ~~Bankruptcy~~Securities ~~Code~~and Exchange Commission (“~~SOP 90-7~~SEC”). The ~~upon~~information ~~the~~and ~~Company’s~~footnote ~~emergence from~~disclosures ~~bankruptcy~~normally onincluded ~~May 31,~~in ~~2007,~~annual ~~the~~ financial statements ~~prior~~prepared toin ~~June 1,~~accordance with ~~2007~~U.S. ~~are~~Generally ~~not~~Accepted ~~comparable~~Accounting ~~with~~Principles ~~the~~(“GAAP”) ~~financial~~have ~~statements~~been ~~for~~condensed ~~periods~~or omitted onas orpermitted ~~after~~by ~~June~~such rules ~~1, 2007~~and regulations. ~~References~~These tofinancial statements ~~“Successor~~and ~~Company”~~related ~~refer~~notes toshould ~~the~~be ~~Company~~read onin orconjunction ~~after~~with ~~June 1,~~the financial ~~2007,~~statements ~~after~~and ~~giving~~notes ~~effect~~included toin the ~~application~~Company’s ofaudited ~~fresh-start~~consolidated ~~reporting.~~financial ~~References~~statements, towhich ~~“Predecessor~~are ~~Company”~~provided ~~refer~~in to the Company’s ~~prior~~Annual toReport ~~June~~on Form 1,10-K ~~2007. See~~for ~~“Note~~the 3year –ended ~~Fresh-Start Reporting”~~December 31, ~~for~~2008 ~~further~~(the ~~details~~“2008 Form 10-K”).

~~The~~Northwest’s operations account for approximately 99% of the Company’s ~~maintains~~consolidated operating revenues and expenses. Northwest is a major air carrier engaged principally in the commercial ~~Web~~transportation ~~site~~of passengers and cargo. Northwest’s global airline network includes domestic hubs at ~~http:~~Detroit, Minneapolis/~~/www~~St.~~nwa.com. Information~~ ~~contained~~Paul onand ~~the~~Memphis, ~~Company’s~~an ~~Web~~extensive Pacific route system with a hub ~~site~~in isTokyo, ~~not~~a ~~incorporated~~transatlantic ~~into~~joint ~~this~~venture ~~quarterly~~with ~~report~~KLM onRoyal ~~Form~~Dutch Airlines (“KLM”), which operates through a hub in Amsterdam, a domestic and international alliance with Continental Airlines, ~~10-Q~~Inc. ~~Annual~~ ~~reports~~(“Continental”) onand ~~Form 10-K~~Delta, membership ~~quarterly~~in SkyTeam, a global airline alliance with KLM, Continental, Delta, ~~reports~~Air onFrance, ~~Form 10-Q~~Aeroflot, ~~current~~Alitalia, ~~reports~~Aeromexico, onChina ~~Form 8-K~~Southern, ~~all~~CSA ~~amendments~~Czech toAirlines ~~those~~and ~~reports~~Korean ~~and~~Air, ~~other~~exclusive ~~information~~marketing ~~about~~agreements ~~the~~with ~~Company~~three ~~are~~domestic ~~available~~regional carriers, ~~free~~Pinnacle ofAirlines, Inc. (“Pinnacle”), Mesaba Aviation, Inc. ~~charge~~(“Mesaba”), ~~through~~a ~~this~~wholly-owned ~~Web~~subsidiary, ~~site~~and atCompass ~~http://ir~~Airlines, Inc.~~nwa.com~~ (“Compass”), asa ~~soon~~wholly-owned subsidiary, which currently operate as ~~reasonably~~Delta ~~practicable~~Connection ~~after~~carriers and ~~those~~a ~~reports~~cargo ~~are~~business ~~electronically~~that ~~filed~~includes a dedicated fleet of freighter aircraft that ~~with~~operate orthrough ~~furnished~~hubs toin ~~the~~Anchorage ~~SEC~~and Tokyo.

Continental has provided written notice to the Company and Delta of its decision to terminate the three-way alliance agreement with the Company and Delta effective July 30, 2009. Codesharing and certain other aspects of the relationship will continue until October 24, 2009, which is also the date of Continental’s planned exit from SkyTeam.

The Company has decided to discontinue its dedicated freighter fleet and remove the remaining Boeing 747F aircraft from service by December 31, 2009. The Company performed an impairment test in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS No. 144”), and determined that no material impairment currently exists related to these aircraft.

The Company maintains a Web site at http://www.nwa.com. Information contained on the Company’s Web site is not incorporated into this quarterly report on Form 10-Q. Annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are available free of charge through the SEC Web site at http://idea.sec.gov as soon as reasonably practicable after those reports are electronically filed with or furnished to the SEC.

In the opinion of management, the interim financial statements reflect adjustments, consisting of normal recurring accruals, unless otherwise noted, which are necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods indicated.

The Company’s results of operations for interim periods are not necessarily indicative of the results for an entire year due to seasonal factors as well as competitive and general economic conditions. The Company’s second and third quarter operating results have historically been more favorable due to increased leisure travel on domestic and international routes during the spring and summer months.

Merger Announcement. On April 14, 2008, the Company and Delta entered into an Agreement and Plan of Merger (the “Merger Agreement”) that provides, among other things, for the Company to be merged with a wholly-owned subsidiary of Delta (the “Merger”).

~~Consummation of the Merger is subject to~~Table ~~customary closing conditions, including shareholder approval by holders~~ of ~~common~~ stock of NWA Corp. and Delta and receiving certain domestic and foreign regulatory and antitrust approvals (including from the Federal Aviation Administration and the United States Department of Transportation, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and pursuant to Council Regulation (EEC) 139/2004 of the European Commission). The Merger Agreement contains certain termination rights for both NWA Corp. and Delta. The Merger Agreement further provides that, upon termination of the Merger Agreement under specified circumstances, the Company may be required to pay to Delta, or Delta may be required to pay to the Company, a termination fee of $165 million.Contents

~~Under the~~The ~~terms~~Company’s results of ~~the~~operations ~~Merger~~for ~~Agreement,~~interim ~~each~~periods ~~outstanding~~are ~~share~~not necessarily indicative of the ~~Company’s~~results ~~common~~for ~~stock~~an ~~will~~entire beyear ~~converted~~due ~~into~~to ~~the~~seasonal ~~right~~factors toas ~~receive~~well ~~1.25~~as ~~shares~~competitive ofand ~~Delta~~general ~~common~~economic ~~stock~~conditions. ~~Stock~~The ~~options~~Company’s second and ~~other equity~~third ~~awards~~quarter ~~granted~~operating ~~under~~results ~~the~~have ~~Company’s~~historically ~~2007~~been ~~Management Equity Plan will~~more ~~convert~~favorable ~~into~~due ~~stock~~to ~~options~~increased ~~and~~leisure ~~equity~~travel ~~awards~~on ~~with~~domestic ~~respect~~and tointernational ~~Delta common~~routes ~~stock,~~during ~~after~~the ~~giving~~spring ~~effect~~and tosummer ~~the exchange ratio~~months.

Certain ~~contracts,~~ ~~employee~~prior ~~benefit arrangements and debt instruments of the Company~~year ~~contain~~amounts ~~change~~have inbeen ~~control~~reclassified ~~provisions~~to ~~that~~conform ~~may be triggered by the Merger, resulting in changes~~ to the ~~terms~~current oryear ~~settlement amounts of the contracts,~~financial ~~arrangements~~statement ~~or instruments~~presentation.

WeBankruptcy ~~currently~~Claims ~~expect~~Resolution Process. On September 14, 2005 (the ~~Merger~~“Petition Date”), toNWA ~~close~~Corp. byand 12 of its direct and indirect subsidiaries (collectively, the ~~end~~“Debtors”) filed voluntary petitions for relief under Chapter 11 of ~~2008~~the United States Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). ~~However~~Subsequently, ~~factors~~on ~~outside~~September 30, 2005, NWA Aircraft Finance, Inc., an indirect subsidiary of ~~our~~NWA ~~control~~Corp., ~~could~~also filed a ~~require~~voluntary uspetition tofor ~~complete~~relief under Chapter 11. On May 18, 2007, the ~~Merger~~Bankruptcy atCourt aentered ~~later~~an ~~time~~order approving and confirming the Debtors’ First Amended Joint and Consolidated Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (as confirmed, the “Plan” or ~~not~~“Plan toof ~~complete~~Reorganization”). The itPlan became ateffective ~~all~~and the Debtors emerged from bankruptcy protection on May 31, 2007 (the “Effective Date”). On the Effective Date, the Company implemented fresh-start reporting in accordance with the American Institute of Certified Public Accountants Statement of Position 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code (“SOP 90-7”).

~~Stockholder Rights Plan.~~ Pursuant to ~~the~~terms ~~Stockholder~~of ~~Rights~~the Plan ~~(the~~of ~~“Rights Plan”)~~Reorganization, approximately ~~each~~225.8 ~~share~~million shares of the Pre-Merger Company’s common stock ~~has~~will be ~~attached~~issued to itholders aof ~~right~~allowed ~~and,~~general ~~until~~unsecured ~~the rights~~claims ~~expire~~and or8.6 ~~are~~million ~~redeemed,~~shares will ~~each~~be ~~new~~issued ~~share~~to ofholders ~~common~~who ~~stock~~also ~~issued~~held bya ~~NWA Corp.,~~guaranty ~~will~~claim ~~include~~from ~~one~~the ~~right~~Debtors. Once ~~exercisable,~~ ~~each~~a ~~right~~claim ~~entitles~~is ~~the~~allowed ~~holder~~consistent ~~(other~~with ~~than~~ the claims ~~acquiring~~resolution ~~person~~process ~~or group)~~as toprovided ~~purchase~~in ~~one~~the ~~one-hundredth~~Plan, ofthe aclaimant ~~share~~is ofentitled ~~Series A Junior~~to ~~Participating~~a ~~Preferred~~distribution ~~Stock at an exercise price~~ of ~~$120,~~new ~~subject~~common ~~to adjustment~~stock. ~~The~~Pursuant ~~rights~~to ~~become exercisable upon~~ the ~~occurrence~~terms of ~~certain events, including~~ the ~~acquisition by~~Merger ~~any~~Agreement, ~~air~~each ~~carrier~~outstanding ~~with~~share ~~passenger revenues in excess~~ of ~~approximately~~Northwest $1common ~~billion per~~stock ~~year~~ (asincluding ~~such~~shares issuable ~~amount~~pursuant ~~may~~to beNorthwest’s ~~increased~~Plan ~~based~~of onReorganization) ~~increases~~was inconverted ~~the~~into ~~Consumer~~and ~~Price~~became ~~Index~~exchangeable ~~from~~for ~~2000)~~1.25 (ashares ~~“Major~~of ~~Carrier”),~~Delta acommon ~~holding~~stock. Approximately ~~company~~228.0 ofmillion ashares ~~Major Carrier or any~~ of ~~their~~the Pre-Merger ~~respective~~Company’s ~~affiliates~~common ~~acquires~~stock ~~beneficial~~(or ~~ownership~~285.1 ~~of 20%~~million orPost-Merger ~~more~~shares of ~~NWA Corp.’s outstanding~~ Delta common stock) orhave ~~commences~~been aissued ~~tender~~and ~~or exchange~~distributed ~~offer~~through ~~that~~March ~~would~~31, ~~result~~2009, in respect ~~such~~of ~~person~~valid orunsecured ~~group~~and ~~acquiring~~guaranty ~~beneficial~~claims. ~~ownership~~In oftotal, ~~20%~~there orare ~~more~~approximately 6.4 million remaining shares of ~~NWA~~the Pre-Merger ~~Corp.~~Company’s ~~outstanding~~new common stock~~. The~~ ~~rights~~(or ~~expire~~8.0 onmillion ~~May 31,~~Post-Merger ~~2017,~~shares ~~and~~of ~~may~~Delta becommon ~~redeemed~~stock) byheld ~~NWA~~in ~~Corp.~~reserve atunder athe ~~price~~terms of ~~$.01 per right prior to~~ the ~~time they~~Plan ~~become exercisable~~of Reorganization.

OnThe Company ~~April 14,~~estimates ~~2008,~~that ~~prior~~ its unsecured claims to ~~the~~be ~~execution~~allowed ofwill ~~the~~not ~~Merger~~exceed ~~Agreement,~~$8.2 billion. Differences between claim amounts filed and the Company’s ~~amended~~estimates ~~the~~are ~~Rights~~being ~~Plan to~~investigated ~~provide,~~and ~~among~~will ~~other~~be resolved ~~things,~~in ~~that~~connection ~~neither~~with the ~~approval,~~claims ~~execution,~~resolution ~~delivery~~process. However, ~~announcement~~ orthere ~~performance~~will ofbe no further financial impact to the ~~Merger~~Company ~~Agreement~~associated orwith the ~~consummation~~settlement of ~~the~~such unsecured claims, ~~Merger~~as orthe ~~any~~holders ~~other~~of ~~transactions~~all ~~contemplated~~allowed ~~thereby~~unsecured ~~will~~claims ~~cause~~against athe ~~triggering~~Pre-Merger Company ~~event~~will receive, under ~~which~~the Plan of Reorganization, Delta common stock based on the pro-rata ~~rights~~amount ~~would~~of ~~become~~Northwest ~~exercisable~~shares held in reserve. ~~The~~Secured ~~amendment~~claims ~~also~~were ~~provides~~deemed ~~that~~unimpaired under the ~~Rights~~ Plan and ~~the~~were ~~rights~~satisfied ~~established~~upon ~~thereby~~either ~~will~~reinstatement ~~terminate~~of inthe ~~all~~obligations ~~respects~~in the ~~immediately~~Pre-Merger ~~prior~~Company, surrendering the collateral to the ~~Merger~~secured ~~becoming~~party, ~~effective~~or by making full payment in cash.

Restrictions on the Transfer of Common Stock. To reduce the risk of a limitation under Section 382 of the Internal Revenue Code on the Company’s ability to use its net operating loss carryforwards (“NOLs”), the Amended and Restated Certificate of Incorporation restricts certain transfers of common stock for two years after the Company’s emergence from bankruptcy. Such restrictions can be extended thereafter for three consecutive one year periods (to June 2012) upon, each time, the affirmative vote of the Company’s stockholders. During the two year period, these restrictions generally provide that any attempted transfer of common stock prior to the expiration of the term of the transfer restrictions will be prohibited and void if such transfer would cause the transferee’s ownership interest in the Company to increase to 4.95% or above, including an increase in a transferee’s ownership interest from 4.95% or above to a greater ownership interest, unless approved by the Board of Directors on the basis that the transfer does not increase the risk of an ownership change. In the event that these restrictions are extended beyond the two year period, the Board of Directors will approve proposed transfers that, taking into account all prior transfers, do not result in an aggregate owner shift under Section 382 of more than 30%. If the aggregate owner shift as of any date after the two year period exceeds 30%, the Board of Directors has the discretion to approve any subsequent transfers subject to the standards applicable during the two year period until the earlier of the date on which the aggregate owner shift no longer exceeds 30%, or the restriction is no longer in effect.

Note 2 – Voluntary Reorganization Under Chapter 11

Background and General Bankruptcy Matters. The following discussion provides general background information regarding the Company’s Chapter 11 cases, and is not intended to be an exhaustive summary. Detailed information pertaining to the bankruptcy filings may be obtained at http://www.nwa-restructuring.com.

~~On September 14,~~Table ~~2005 (the “Petition Date”), NWA Corp. and 12~~ of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). Subsequently, on September 30, 2005, NWA Aircraft Finance, Inc., an indirect subsidiary of NWA Corp., also filed a voluntary petition for relief under Chapter 11. On May 18, 2007, the Bankruptcy Court entered an order approving and confirming the Debtors’ First Amended Joint and Consolidated Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (as confirmed, the “Plan” or “Plan of Reorganization”). The Plan became effective and the Debtors emerged from bankruptcy protection on May 31, 2007 (the “Effective Date”). On the Effective Date, the Company implemented fresh-start reporting in accordance with SOP 90-7.Contents

~~The~~Note ~~Plan~~2 ~~generally~~– ~~provided~~Goodwill ~~for the full payment or reinstatement of allowed administrative claims, priority claims,~~ and ~~secured~~ claims, and the distribution of new common stock of the Successor Company to the Debtors’ creditors, employees and others in satisfaction of allowed unsecured claims. The Plan contemplates the issuance of approximately 277 million shares of new common stock by the Successor Company out of the 400 million shares of new common stock authorized under its amended and restated certificate of incorporation.Intangibles

The ~~new~~Company ~~common~~determined ~~stock~~that isthe announced ~~listed~~Merger on ~~the~~April 14, ~~New~~2008 ~~York Stock Exchange~~ (the “~~NYSE~~Announcement Date”) ~~and~~was ~~began~~a ~~trading~~triggering event under SFAS No. 142, requiring the Company to further evaluate the carrying ~~symbol~~value ~~“NWA”~~of onits ~~May 31~~goodwill. As a result of this evaluation, ~~2007~~the Company recorded a net goodwill impairment charge of $3. 2 ~~Pursuant~~billion during the first and second quarters of 2008 to reduce the ~~Plan~~book value of ~~Reorganization~~Northwest’s equity to its implied fair value as of the Announcement Date. Based on the 5-day average closing price of Delta’s common stock around the Announcement Date, ~~stockholders~~the right to receive 1.25 shares of Delta stock for each share of NWA Corp. ~~prior~~common stock, and the projected number of NWA Corp.’s common shares to be converted into Delta common stock on the ~~Effective~~Closing Date, ~~received~~the noimplied ~~distributions~~fair ~~and~~value ~~their~~of ~~stock~~NWA Corp.’s equity on the Announcement Date was ~~cancelled~~$3.35 billion. Additionally, Northwest recorded a net $1.1 billion of impairment charges in the second quarter of 2008 related to certain flight equipment, definite-lived and indefinite-lived intangible assets, investments in affiliated companies, and the related deferred tax effects.

InThe ~~connection~~Company ~~with~~recorded ~~the~~a goodwill impairment ~~consummation~~charge of $3.9 billion for the ~~Plan~~quarter ofended ~~Reorganization~~March 31, on2008. Northwest finalized the ~~Effective~~impairment ~~Date,~~tests of goodwill and long-lived assets during the ~~Company’s~~second quarter of 2008, resulting in ~~existing~~an additional net charge of $1547 million, which includes an adjustment of estimated goodwill from $2.~~225~~2 billion ~~Senior~~to ~~Corporate~~the ~~Credit~~implied ~~Facility~~fair ~~(“Bank~~value ~~Credit~~of ~~Facility”)~~goodwill of ~~was~~$2.9 ~~converted~~billion. ~~into~~The ~~exit~~adjustment ~~financing~~to goodwill resulted in ~~accordance~~the ~~with~~reversal ~~its~~of ~~terms~~$674 million of impairment expense recorded in the first quarter of 2008 which is classified as Goodwill and other indefinite-lived intangibles impairment expense. ~~See~~Additionally, ~~“Note~~Northwest recorded 10$624 –million ~~Long~~in depreciation and amortization related to impairment of certain flight equipment and definite-~~Term~~lived ~~Debt”~~intangibles, ~~for~~$598 ~~additional~~million of ~~information~~impairment expense in goodwill and other indefinite-lived intangibles impairment expense related to indefinite-lived intangibles, $213 million in other non-operating expense related to other than temporary impairment on investments in affiliated companies and $214 million in income tax benefit related to the reversal of deferred tax liabilities related to certain of the indefinite-lived intangible assets.

~~Claims Resolution~~Adjustments ~~Process. Pursuant~~ to ~~terms of the Plan of~~goodwill ~~Reorganization,~~during ~~approximately 234.4 million shares of~~ the ~~Successor~~three ~~Company’s common~~months ~~stock~~ended will be issued to holders of allowed general unsecured and guaranty claims of the Debtors. Once a claim is allowed consistent with the claims resolution process, the claimant is entitled to a distribution of new common stock. Approximately 216.1 million shares of new common stock have been issued and distributed through AprilMarch ~~2008~~31, in ~~respect~~2009 ~~of valid unsecured and guaranty claims. In total, there~~ are ~~approximately~~shown ~~18.3 million remaining shares of new common stock held~~ in ~~reserve under~~ the ~~terms~~table of the Plan of Reorganization. The Merger Agreement contemplates that following the Merger the right to receive shares held in the reserves will become the right to receive shares of Delta common stock adjusted for the exchange ratio.below:

The Company estimates that the probable range of unsecured claims to be allowed will be between $8.0 and $8.4 billion. Differences between claim amounts filed and the Company’s estimates are being investigated and will be resolved in connection with the claims resolution process. However, there will be no further financial impact to the Company associated with the settlement of such unsecured claims, as the holders of all allowed unsecured claims against the Predecessor Company will receive under the Plan of Reorganization only their pro rata share of the distribution of the newly issued Common Stock of the Successor Company. Secured claims were deemed unimpaired under the Plan of Reorganization and were satisfied upon either reinstatement of the obligations in the Successor Company, surrendering the collateral to the secured party, or by making full payment in cash.

*(In millions)*
Balance as of beginning of period	$	4,572
Adjustments related to property taxes	14
Adjustments related to deferred tax assets	(12		)
Other	(4		)
Balance as of end of period	$	4,570

Note 3 – ~~Fresh-Start~~Fair ~~Reporting~~Value Measurements

~~Upon~~SFAS ~~emergence~~No. 157, ~~from~~Fair ~~its~~Value Measurements ~~Chapter~~(“SFAS 11No. 157”) ~~proceedings~~defines onfair ~~May 31~~value, ~~2007,~~establishes ~~the~~a ~~Company~~consistent ~~adopted~~framework ~~fresh-start~~for ~~reporting~~measuring infair ~~accordance~~value ~~with~~and ~~SOP~~expands ~~90-7. The~~disclosure requirements ~~Company’s~~for ~~emergence~~each ~~from~~major ~~Chapter~~asset 11and liability category measured at fair value ~~resulted~~on ineither a ~~new~~recurring ~~reporting~~or ~~entity~~nonrecurring ~~with~~basis. SFAS noNo. 157 ~~retained~~clarifies ~~earnings~~that fair value is an exit price, representing the amount that would be received to sell an asset or ~~accumulated~~paid to ~~deficit~~transfer a liability in an orderly transaction between market participants. ~~Accordingly~~As such, ~~the~~fair ~~Company’s~~value is a ~~consolidated~~market-based ~~financial~~measurement ~~statements~~that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for ~~periods~~considering ~~prior~~such toassumptions, SFAS ~~June~~No. 1,157 ~~2007~~establishes ~~are~~a three-tier fair value hierarchy, which ~~not~~prioritizes ~~comparable~~the toinputs ~~consolidated~~used ~~financial~~in ~~statements~~measuring ~~presented~~fair onvalue oras ~~after~~follows: ~~June~~(1) Quoted prices in active markets for identical assets - Level 1, (2) Significant ~~2007~~other observable inputs — Level 2, and (3) Significant unobservable inputs — Level 3.

Fresh-start reporting reflects the value of the Company as determined in the confirmed Plan of Reorganization. Under fresh-start reporting, the Company’s asset values are remeasured and allocated in conformity with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations (“SFAS No. 141”). The ~~excess of reorganization value over the fair value of tangible and~~ ~~identifiable~~valuation ~~intangible~~techniques ~~assets was recorded as goodwill in the accompanying Condensed Consolidated Balance Sheets. In addition, fresh-start reporting also required~~ that ~~all~~may ~~liabilities, other than deferred taxes and pension and other postretirement benefit obligations,~~ be ~~stated~~used atto measure fair value orare ~~at the present~~described values of the amounts to be paid using appropriate market interest rates. Deferred taxes were determined in conformity with SFAS No. 109, Accounting for Income Taxes (“SFAS No. 109”). As part of the provisions of SOP 90-7, on June 1, 2007 we were required to adopt all accounting guidance that was going to be effective within the subsequent twelve-month period. See “Note 5 – Fair Value Measurements” for additional information.below:

~~Estimates~~(A) Market ofapproach ~~fair~~– ~~value~~Uses ~~represented~~prices and ~~the~~other ~~Company’s~~relevant ~~best~~information ~~estimates~~generated ~~based~~by market transactions involving onidentical ~~its~~or ~~valuation~~comparable ~~models~~assets ~~which~~or ~~incorporated~~liabilities. Prices ~~industry~~may ~~data~~be ~~and~~indicated ~~trends~~by ~~and relevant~~pricing guides, sale transactions, market trades, ~~rates~~or ~~and~~other ~~transactions.~~sources;

To facilitate the calculation of the enterprise value of the Successor Company, Northwest’s financial advisors assisted management in the preparation of a valuation analysis for the Successor Company’s common stock to be distributed as of the Effective Date to the unsecured creditors. The enterprise valuation included (i) a 40% weighting towards a comparable company analysis based on financial ratios and multiples of comparable companies, which were then applied to the financial projections developed by the Company to arrive at an enterprise value; and (ii) a 60% weighting towards a discounted cash flow analysis which measures the projected multi-year, un-levered free cash flows of the Company to arrive at an enterprise value.

The estimated enterprise value and corresponding equity value in fresh-start reporting were highly dependent upon achieving the future financial results set forth in the five-year financial projections included in the Company’s Plan of Reorganization, as well as the realization of certain other assumptions. The equity value of the Company in fresh-start reporting was calculated to be a range of approximately $6.45 billion to $7.55 billion. Based on claims trading prior to the Company’s Effective Date and the trading value of the Company’s common stock post emergence, the equity value of the Company was estimated to be $6.45 billion for purposes of preparing the Company’s financial statements. The estimates and assumptions made in this valuation were inherently subject to significant uncertainties and the resolution of contingencies beyond the reasonable control of the Company. See “Note 4 – Goodwill and Intangibles” for a description of the $3.9 billion goodwill impairment charge recorded in the first quarter of 2008.

Note 4 – Goodwill and Intangibles

Goodwill represents the excess of the reorganization value of the Successor Company over the fair value of tangible assets and identifiable intangible assets resulting from the application of SOP 90-7. Northwest’s goodwill mainly consists of three components:

· A valuation allowance recorded against our net deferred tax assets, as required by SFAS No. 109; this valuation allowance will be reversed against goodwill when the Company reports income in future periods.

· Revenue-generating intangibles that do not meet the contractual or separable criteria of SFAS No. 141, including our flight network and international routes to open skies countries.

· The value inherent in future customer relationships due to Northwest’s ability to attract new customers.

Identifiable intangible assets consist primarily of international route authorities, trade names, the WorldPerks customer database, airport slots/airport operating rights, certain partner contracts and other items. International route authorities, certain airport slots/airport operating rights and trade names are indefinite-lived and, as such, are not amortized. The Company’s definite-lived intangible assets are amortized on a straight-line basis over the estimated lives of the related assets, which span periods of four to 30 years.

The following table presents information about our intangible assets, including goodwill, at March 31, 2008 and December 31, 2007:

		Successor
		March 31, 2008					December 31, 2007
(In thousands)	Asset Life	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
SkyTeam alliance & other code share partners	30	$	461,900	$	(12,831	)	$	461,900	$	(8,981	)
England airport operating rights	5	16,000		(2,667		)	16,000		(1,867		)
NWA customer relationships	9	530,000		(49,074		)	530,000		(34,352		)
WorldPerks affinity card contract	15	195,700		(10,873		)	195,700		(7,611		)
WorldPerks marketing partner relationships	22	43,000		(1,629		)	43,000		(1,140		)
Visa contract	4	11,900		(2,479		)	11,900		(1,736		)
Gates		—		—			—		—
Pacific routes and Narita slots/airport operating rights	Indefinite	2,961,700		—			2,961,700		—
NWA trade name and other	Indefinite	663,625		—			663,625		—
Slots/airport operating rights	Indefinite	283,300		—			283,300		—
Goodwill	Indefinite	2,199,228		—			6,034,609		—
		$	7,366,353	$	(79,553	)	$	11,201,734	$	(55,687	)

Total amortization expense recognized was approximately $23.9 million and $0.4 million for the three month periods ended March 31, 2008 and March 31, 2007, respectively. We expect to record amortization expense of $95.5 million per year from 2008 through 2010, $93.7 million in 2011 and $90.6 million in 2012.

The Company tests the carrying amount of goodwill and other indefinite-lived intangible assets annually as of October 1 or whenever events or circumstances indicate that impairment may have occurred. Impairment testing is performed in accordance with SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”). The Company is annually required to complete Step 1 (determining and comparing the fair value of the Company’s reporting unit to its carrying value) of the impairment test. Step 2 is required to be completed if Step 1 indicates that the carrying value of the reporting unit exceeds the fair value and involves the calculation of the implied fair value of goodwill.

The Company determined that the announced Merger with Delta was a triggering event under SFAS No. 142, requiring the Company to further evaluate the carrying value of its goodwill. As a result of this evaluation, the Company recorded an impairment charge to reduce the book value of Northwest’s equity to its implied fair value as of the Merger announcement date. Based on the 5-day average closing price of Delta’s common stock around the Merger announcement date, the right to receive 1.25 shares of Delta stock for each share of the Company’s common stock, and the projected number of the Company’s common shares to be converted into Delta common stock on the transaction close date, the implied fair value of the Company’s equity on the announcement date was $3.3 billion. This implied fair value calculation resulted in the Company recording a goodwill impairment charge of $3.9 billion as of March 31, 2008 because we believe the conditions that caused our implied fair value to decline existed as of March 31.

Due to the limited time available between the Merger announcement date and the Company’s Form 10-Q filing date, there was insufficient time to complete Step 2 of the goodwill impairment test and calculate the implied fair value of goodwill as described in SFAS No. 142. Once Step 2 of the goodwill impairment test is completed during the second quarter, the amount of impairment recorded could increase or decrease.

In accordance with SOP 90-7, a reduction in the valuation allowance associated with the realization of pre-emergence deferred tax assets in future periods will sequentially reduce the value of recorded goodwill followed by other indefinite-lived assets until the net carrying cost of these assets is zero. Adjustments to goodwill during the quarter ended March 31, 2008 are shown in the table below:

(In thousands)
Balance as of December 31, 2007	$	6,034,609
Impairment charge	(3,917,414		)
Adjustments related to deferred tax assets	74,013
Other	8,020
Balance as of March 31, 2008	$	2,199,228

Note 5 – Fair Value Measurements

The Company adopted SFAS No. 157, Fair Value Measurements (“SFAS No. 157”), on the Effective Date in accordance with SOP 90-7. SFAS No. 157 defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair value measurements. SFAS No. 157 requires, among other things, the Company’s valuation techniques used to measure fair value to maximize the use of observable inputs and minimize the use of unobservable inputs. This standard was applied prospectively to the valuation of assets and liabilities on and after the Effective Date.

There are three general valuation techniques that may be used to measure fair value, as described below:

(A) Market approach – Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities;

(B) Cost approach – Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and

(C) Income approach – Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques, option-pricing models, and excess earnings method). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate. Excess earnings method is a variation of the income approach where the value of a specific asset is isolated from its contributory assets.

108

~~Measured~~Table on a Recurring Basis. For assets and liabilities measured at fair value on a recurring basis during the period, SFAS No. 157 requires quantitative disclosures about the fair value measurements separately for each major category. There were no changes in the valuation techniques used to measure the fair values of assets measured on a recurring basis during the period. Assets and liabilities itemized below were measured at fair value on a recurring basis during the period using the market and income approaches:Contents

	Successor Assets
			Quoted Prices						Quoted Prices
			in Active		Significant				in Active		Significant
			Markets for		Other				Markets for		Other
	As of		Identical		Observable		As of		Identical		Observable
	March 31,		Assets		Inputs		December 31,		Assets		Inputs		Valuation
(In millions)	2008		(Level 1)		(Level 2)		2007		(Level 1)		(Level 2)		Technique
Cash and cash equivalents	$	3,187	$	3,187	$	—	$	2,939	$	2,939	$	—	(A)
Unrestricted short-term investments	40		—		40		95		95		—		(A),(C)
Restricted cash, cash equivalents, and short-term investments	484		479		5		725		725		—		(A),(C)
Derivatives	41		—		41		60		—		60		(A),(C)
Total	$	3,752	$	3,666	$	86	$	3,819	$	3,759	$	60

Measured on a Recurring Basis. For assets and liabilities measured at fair value on a recurring basis during the period, SFAS No. 157 requires quantitative disclosures about the fair value measurements separately for each major category.

	Successor Liabilities
			Quoted Prices						Quoted Prices
			in Active		Significant				in Active		Significant
			Markets for		Other				Markets for		Other
	As of		Identical		Observable		As of		Identical		Observable
	March 31,		Liabilities		Inputs		December 31,		Liabilities		Inputs		Valuation
(In millions)	2008		(Level 1)		(Level 2)		2007		(Level 1)		(Level 2)		Technique
Derivatives	$	66	$	—	$	66	$	3	$	—	$	3	(A),(C)
Total	$	66	$	—	$	66	$	3	$	—	$	3

Assets and liabilities itemized below were measured at fair value during the period using the market and income approaches:

Measured on a Non-Recurring Basis. For assets and liabilities measured on a non-recurring basis during the period, SFAS No. 157 requires quantitative disclosures about the fair value measurements separately for each major category. The Company impaired certain aircraft, engines and inventory during the first quarter of 2008 related to the planned early retirement of certain Boeing 747F and DC9-30 aircraft, as described further in “Note 12 – Aircraft Impairments.” The losses related to these impairments were recorded in depreciation and amortization on the Condensed Consolidated Statement of Operations based on the fair value of the impaired assets.

Post-Merger

Assets

Quoted

Prices

in Active

Significant

Markets for

Other

Significant

As of

Identical

Observable

Unobservable

March

Assets

Inputs

(In millions)

31, 2009

(Level 1)

(Level 2)

(Level 3)

Cash and cash equivalents

2,548

N/A

Unrestricted short-term investments

N/A

Restricted cash, cash equivalents, and short-term investments

168

N/A

Long-term investments

N/A

Hedge derivatives asset - current

N/A

Hedge derivatives asset - long-term

N/A

—

Total

2,800

2,716

The Company also recorded a goodwill impairment charge in other operating expense to reduce the book value of Northwest’s equity to its implied fair value as of the Merger announcement date. The goodwill measurement is an estimate and will be adjusted based on the completion of Step 2 of the goodwill impairment test during the second quarter, as described more fully in “Note 4 – Goodwill and Intangibles.” The assets itemized below were measured at fair value on a non-recurring basis during the period using a market approach:

Post-Merger

Liabilities

Quoted

Prices

in Active

Significant

Markets for

Other

Significant

As of

Identical

Observable

Unobservable

March

Assets

Inputs

(In millions)

31, 2009

(Level 1)

(Level 2)

(Level 3)

Hedge derivatives liability - current

168

N/A

162

Hedge derivatives liability - long-term

N/A

—

Total

218

N/A

212

Valuation techniques for assets and liabilities within the level 3 hierarchy are based on the income approach using (1) a discounted cash flow model for the Reserve Primary Fund and auction rate securities, (2) an option pricing model for fuel hedge option contracts and (3) a market approach for interest rate cash flow hedges.

A reconciliation of the beginning and ending balances of assets and liabilities measured at fair value on a recurring basis using Level 3 inputs is presented in the table below:

	Post-Merger
	Assets					Liabilities
	Level 3					Level 3
	Unrestricted					Hedge
	Short-Term			Long-Term		Derivatives
*(In millions)*	Investments			Investments		Liability, Net
Balance as of January 1, 2009	$	49		$	38	$	549
Purchases, sales, and settlements (net)	(16		)	—		(289		)
Unrealized loss (gain) recorded in AOCI	—			—		(48		)
Transfer to long-term investments	(17		)	17		—
Balance as of March 31, 2009	$	16		$	55	$	212

Table of Contents

Measured on a Non-Recurring Basis. For assets and liabilities measured on a non-recurring basis during the period, SFAS No. 157 requires quantitative disclosures about the fair value measurements separately for each major category. During the first quarter of 2009, the Company did not remeasure assets or liabilities at fair value on a non-recurring basis.

In March 2008, as part of a revised fleet plan, the Company determined that it would remove three Boeing 747F aircraft and two DC9-30 aircraft from scheduled service during the remainder of 2008 and the first quarter of 2009. As a result, the Company recorded, as additional depreciation expense, impairment charges of $17.2 million associated with these aircraft and related inventory during the first quarter of 2008.

The Company also recorded a goodwill impairment charge in other operating expense to reduce the book value of Northwest’s equity to its implied fair value as of the Announcement Date. The goodwill measurement described below was an estimate and was adjusted based on the completion of Step 2 of the goodwill impairment test during the second quarter of 2008, as described more fully in “Note 2 — Goodwill and Intangibles.” The assets itemized below were measured at fair value on a non-recurring basis during the first quarter of 2008 using a market approach:

Successor Assets

Quoted Prices

in Active

Significant

Markets for

Other

Identical

Observable

Total

Month of

Fair Value

Assets

Inputs

Gains

(In millions)

Measurement

(Level 1)

(Level 2)

(Losses)

Flight equipment spare parts

March 2008

—

)

Flight equipment, net

March 2008

—

(15

)

Goodwill

March 2008

2,199

—

2,199

(3,917

)

(3,934

)

Note 4 — Derivative Financial Instruments

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment to FASB Statement No. 133 (“SFAS No. 161”). SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (1) how and why an entity uses derivative instruments, (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS No. 133”), and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Company adopted SFAS No. 161 on January 1, 2009.

Our results of operations are materially impacted by changes in aircraft fuel prices, interest rates and foreign currency exchange rates. In an effort to manage our exposure to these risks, we periodically enter into various derivative instruments, including fuel, interest rate and foreign currency hedges. In accordance with SFAS No. 133, we are required to recognize all derivative instruments as either assets or liabilities at fair value on our Condensed Consolidated Balance Sheets and to recognize certain changes in the fair value of derivative instruments on our Condensed Consolidated Statements of Operations.

We believe our hedge contracts will be highly effective during their term in offsetting changes in cash flow or fair value attributable to the hedged risk. We perform, at least quarterly, both a prospective and retrospective assessment of the effectiveness of our hedge contracts, including assessing the possibility of counterparty default. If we determine that a derivative is no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in the fair value of the hedge to earnings. As a result of our effectiveness assessment at March 31, 2009, we believe our derivative contracts that are designated and qualify for hedge accounting under SFAS No. 133 will continue to be highly effective in offsetting changes in cash flow or fair value attributable to the hedged risk.

Table of Contents

Cash flow hedges. For derivative instruments that are designated and qualify as cash flow hedges under SFAS No. 133, the effective portion of the gain or loss on the derivative is reported as a component of Accumulated other comprehensive (loss) income (“OCI”) and reclassified into earnings in the same period during which the hedged transaction affects earnings. The effective portion of the derivative represents the change in fair value of the hedge that offsets the change in fair value of the hedged item. To the extent the change in the fair value of the hedge does not perfectly offset the change in the fair value of the hedged item, the ineffective portion of the hedge is immediately recognized in Other income (expense) on our Condensed Consolidated Statements of Operations. The following table summarizes the accounting treatment and classification of our cash flow hedges on our Condensed Consolidated Financial Statements:

		Impact of Unrealized Gains and Losses
		Condensed Consolidated	Condensed Consolidated
		Balance Sheets	Statements of Operations
Derivative Instrument (1)	Hedged Risk	Effective Portion	Ineffective Portion
Designated under SFAS No. 133:
Fuel hedges consisting of crude oil, heating oil, and jet fuel swaps, collars and call options	Volatility in jet fuel prices	Effective portion of hedge is recorded in Accumulated other comprehensive income	Excess, if any, over effective portion of hedge is recorded in Other income (expense)

Interest rate swaps and call options	Changes in interest rates	Entire hedge is recorded in Accumulated other comprehensive income	Expect hedge to fully offset hedged risk; no ineffectiveness recorded

Foreign currency forwards and collars	Foreign currency exchange rate fluctuations	Entire hedge is recorded in Accumulated other comprehensive income	Expect hedge to fully offset hedged risk; no ineffectiveness recorded

Not qualifying or not designated under SFAS No. 133:
Fuel hedges consisting of crude oil, heating oil, and jet fuel swaps, and three-way collars	Volatility in jet fuel prices	Entire amount of change in fair value of hedge is recorded in Aircraft fuel and related taxes expense

(1) Ineffectiveness on fuel hedge option contracts is calculated using a “perfectly effective” hypothetical derivative, which acts as a proxy for the fair value of the change in expected cash flows from the purchase of aircraft fuel.

The following tables reflect the estimated fair value gain (loss) position of our hedge derivatives at March 31, 2009:

	Estimated Fair Value Gain (Loss)
					Accounts
	Prepaid		Other		Payable			Hedge			Other			Hedge
	Expenses		Noncurrent		and Other			Derivatives			Noncurrent			Margin
*(In millions)*	and Other		Assets		Liabilities			Liability			Liabilities			Receivable (1)
Fuel hedge swaps, collars and call options
Hedges designated under SFAS No. 133	$	—	$	—	$	(36	)	$	(58	)	$	—
Undesignated hedges	63		—		(89		)	(134		)	—
Total fuel hedge swaps, collars and call options	$	63	$	—	$	(125	)	$	(192	)	$	—

Interest rate swaps and caps designated as cash flow hedges	—		—		—			(33		)	(50		)

Foreign currency forwards and collars	3		10		—			(6		)	—

Total hedge derivatives	$	66	$	10	$	(125	)	$	(231	)	$	(50	)	$	179

(1) Represents the margin postings associated with the open position of our fuel hedge derivative contracts and fuel hedge contract settlements payable.

~~Note~~Table of ~~6 – Geographic Regions~~Contents

~~The~~Hedge ~~Company~~Margin. In isaccordance ~~managed~~with asour ~~one~~fuel ~~cohesive~~hedge agreements, counterparties ~~business~~may ~~unit,~~require ofus ~~which~~to ~~revenues~~fund ~~are~~the ~~derived~~margin associated ~~primarily~~with ~~from~~our ~~the~~loss ~~commercial~~position ~~transportation~~on these contracts. The amount of ~~passengers~~the ~~and~~margin, ~~cargo. Operating~~if ~~revenues~~any, ~~from~~is ~~flight~~periodically ~~segments~~adjusted based on the ~~serving~~fair avalue ~~foreign~~of ~~destination~~the fuel hedge contracts. The margin requirements are ~~classified~~intended ~~into~~to ~~the~~mitigate ~~Pacific~~a orparty’s ~~Atlantic~~exposure to ~~regions,~~market asvolatility ~~appropriate~~and the associated contracting party risk. ~~The~~We ~~following~~do not offset margin funded to ~~table~~counterparties ~~shows~~against ~~the~~fair ~~operating~~value ~~revenues~~amounts recorded for ~~each~~our ~~region:~~hedge contracts.

	Successor		Predecessor
	Three Months Ended March 31,		Three Months Ended March 31,
(In millions)	2008		2007
Domestic	$	2,089	$	1,942
Pacific, principally Japan	668		638
Atlantic	370		293
Total operating revenues	$	3,127	$	2,873

The fuel hedge margin we provide to counterparties is recorded in Hedge margin receivable on our Condensed Consolidated Balance Sheets. All cash flows associated with purchasing and settling fuel hedge contracts are classified as operating cash flows on our Condensed Consolidated Statements of Cash Flows.

Foreign Currency. The Company is exposed to the effect of foreign currency exchange rate fluctuations on the U.S. dollar value of foreign currency-denominated operating revenues and expenses. The Company’s ~~tangible~~largest ~~assets~~exposure ~~consist~~comes ~~primarily~~from ofthe Japanese ~~flight~~Yen ~~equipment~~and Canadian Dollar. From time to time, ~~which~~the ~~are~~Company uses financial instruments such as forward contracts, ~~utilized~~collars, ~~across~~or ~~geographic~~put ~~markets~~options ~~and~~to ~~therefore~~hedge its anticipated foreign currency sales. The changes in market value of such instruments have ~~not~~historically been ~~allocated~~highly effective at offsetting exchange rate fluctuations. Hedging gains or losses are recorded in Accumulated other comprehensive (loss) income until the associated transportation is provided, at which time they are recognized as an increase or decrease in revenue.

~~Note~~Counterparties to these financial instruments expose the Company to ~~7 –~~credit ~~Reorganization~~loss ~~Related~~in ~~Items~~the event of nonperformance, but the Company does not expect any of the counterparties to fail to meet their obligations. The amount of such credit exposure is generally the unrealized gains, if any, in such contracts. To manage credit risks, the Company selects counterparties based on credit ratings, limits exposure to any single counterparty and monitors the market position with each counterparty. It is the Company’s practice to participate in foreign currency hedging transactions with a maximum span of 36 months.

InAs ~~accordance~~of ~~with SOP 90-7~~March 31, ~~the condensed~~2009, ~~consolidated~~our ~~financial~~open ~~statements~~foreign ~~for~~currency ~~the~~hedge ~~Predecessor~~positions ~~period~~for ~~distinguish transactions and events that are directly associated with~~ the ~~reorganization from~~years ~~the~~ending ~~ongoing operations of the Company.~~December ~~In connection with our bankruptcy proceedings~~31, ~~the Company recorded the~~ ~~following~~2009 ~~largely~~through ~~non-cash~~2011 ~~reorganization~~were ~~income/(expense)~~as ~~items~~follows:

	Predecessor
	Remainder									Contract Fair Value (USD)
	Three Months
(In millions)	of 2009			2010		2011		Total		Assets		Liabilities			Total
	Ended
Amount of Yen denominated sales hedged:
	March 31,
Forward contracts	¥	30,600		¥	27,040	¥	20,280	¥	77,920	$	13	$	(5	)	$	8
(In millions)	2007
Collars	4,500			—		—		4,500		—		(1		)	(1		)
Regional carrier claims	$	(362	)
Total	¥	35,100		¥	27,040	¥	20,280	¥	82,420	$	13	$	(6	)	$	7
Employee-related charges	(4		)
Abandonment of aircraft and buildings	(48		)
Restructured aircraft lease/debt charges	(2		)
Professional fees	(17		)
Other	40
Reorganization items, net	$	(393	)

Reorganization items recorded during the three months ended March 31, 2007 largely consisted of charges associated with the Company’s implementation of an amended Airline Services Agreement with Pinnacle Airlines, Inc., charges associated with the Company’s Stock Purchase and Reorganization Agreement with Mesaba Aviation, Inc., abandonment of aircraft and buildings, and professional fees.

					Average Hedged Rate
	Remainder				Call Options/
	of 2009	2010	2011	Total	Forwards		Put
Percentage of Yen denominated sales hedged:
Forward contracts	30.2%	21.0%	15.7%	21.7%	¥	96.94	n/a
Collars	4.5%	—	—	1.3%	¥	99.52	¥	103.50
Total	34.7%	21.0%	15.7%	23.0%

Note 8 – Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109, which requires that deferred tax assets and liabilities are recognized using enacted tax rates, for the tax effect of temporary differences between the financial reporting and tax bases of recorded assets and liabilities. SFAS No. 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. Based on the consideration of all available evidence, the Company has provided a valuation allowance on deferred tax assets recorded beginning in the first quarter 2003. The Company continues to maintain a full valuation allowance against its deferred tax assets due to the uncertainty regarding the ultimate realization of those assets.

An ownership change under Internal Revenue Code Section 382 occurred in connection with the Company’s bankruptcy Plan of Reorganization. However, the Company does not believe that such change has any material impact on the Company’s ability to use its NOL carryforwards and other tax attributes.

The Company did not record a tax benefit related to our reported first quarter 2008 net loss; to record a tax benefit, the Company would be required to have a high degree of confidence that it would record a full year profit.

~~Note~~Table of ~~9 – Earnings (Loss) Per Share Data~~Contents

~~Successor~~Gains ~~EPS. In accordance with SFAS No. 128, Earnings per Share~~ (~~“SFAS No. 128”~~losses), ~~basic~~recorded ~~and~~on ~~diluted~~our ~~earnings~~Condensed ~~per share~~Consolidated ~~were~~Statements ~~computed by dividing the net loss by the weighted-average number~~ of ~~shares~~Operations ~~of common stock outstanding~~ for the three months ended March 31, ~~2008. SFAS~~ ~~No. 128~~2009 ~~requires~~related ~~that the entire 234 million shares~~ to ~~be issued to holders of unsecured and guaranty~~our ~~claims~~foreign ~~pursuant~~currency tohedge ~~the~~contracts ~~Plan~~were ~~of Reorganization be considered outstanding for purposes of calculating earnings per share~~ as ~~these shares will ultimately be issued to unsecured creditors once the allocation of disputed unsecured claims is completed.~~follows:

At March 31, 2008, approximately 16 million in restricted stock units and stock options to purchase shares of the Successor Company’s common stock were outstanding but excluded from the computation of diluted earnings per share because the effect of including the shares would have been anti-dilutive.

	OCI Balance					Effective Portion			OCI Balance
	as of			Effective Portion		Reclassified			as of
	December 31,			Recorded in		from OCI into			March 31,
*(In millions)*	2008			OCI		Revenue (1)			2009
Type of Hedge:
Settled Yen hedge contracts
Forwards	$	2		$	—	$	(2	)	$	—
Collars	(1		)	3		(2		)	—
Unsettled Yen hedge contracts
Forwards	(20		)	41		—			21
Collars	(3		)	4		—			1
Total	$	(22	)	$	48	$	(4	)	$	22

~~Predecessor~~(1) Amounts ~~EPS. Predecessor basic~~recorded ~~and~~to ~~diluted~~revenue ~~earnings~~are ~~per~~allocated ~~share~~between ~~were~~Passenger ~~computed~~revenue ~~based~~and Cargo revenue on the ~~Predecessor~~Company’s ~~final~~ ~~weighted-average~~Condensed ~~shares~~Consolidated ~~outstanding~~Statements of Operations.

~~For~~During the ~~three~~first ~~months~~quarter ~~ended March 31~~of 2009, ~~2007,~~ineffectiveness ~~approximately 19 million incremental shares~~ related to ~~dilutive securities were not included in~~ the ~~diluted earnings per share calculation because the~~ Company’s ~~reported~~yen ahedges ~~net~~was ~~loss for this period~~immaterial.

~~Additionally, approximately~~The 6Company ~~million~~expects ~~shares~~to reclassify of$12 ~~Series C~~million ~~Preferred~~in ~~Stock~~unrealized ~~were~~gains ~~excluded~~ from ~~the~~OCI ~~effect~~into ofrevenue ~~dilutive~~during ~~securities for~~ the ~~three months ended March 31,~~next ~~2007~~12 ~~because the Company reported a net loss for this period~~months.

AtAircraft Fuel. The ~~March 31,~~Company ~~2007,~~is ~~employee~~exposed ~~stock~~to ~~options~~the effect of tochanges ~~purchase~~in ~~approximately~~the 7price ~~million~~and ~~shares~~availability ~~were~~of ~~outstanding~~aircraft ~~but~~fuel. In ~~not~~order ~~included~~to inprovide a measure of control over ~~diluted~~price ~~securities~~and ~~because~~supply, the Company ~~reported~~trades aand ~~net~~ships ~~loss~~fuel ~~for~~and ~~the~~maintains ~~three~~fuel ~~months~~storage ~~ended~~facilities ~~March~~to support its flight operations. 31 To further manage the price risk of fuel costs, ~~2007~~the Company primarily utilizes futures contracts traded on regulated futures exchanges, swap agreements and options.

In accordance with SFAS No. 133, we record the fair value of our fuel hedge contracts on our Condensed Consolidated Balance Sheets. Prior to the Merger, the Company had no fuel derivative contracts outstanding that were designated for special hedge accounting treatment under SFAS No. 133, and therefore had no related unrealized gains (losses) in Accumulated other comprehensive (loss) income. On the Closing Date, certain existing fuel derivative contracts were designated as cash flow hedges which qualify for special hedge accounting treatment.

We believe these designated fuel hedge contracts will be highly effective during the remainder of their term in offsetting changes in cash flow attributable to the hedged risk. We perform both a prospective and retrospective assessment to this effect at least quarterly, including assessing the possibility of a counterparty default. If we determine that a derivative is no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in fair value of the hedge to Other income (expense) on our Condensed Consolidated Statements of Operations rather than deferring such amounts in Accumulated other comprehensive (loss) income on our Condensed Consolidated Balance Sheets.

The Company also participates in a fuel hedge program sponsored by Delta, whereby Delta enters into fuel hedges to manage the price risk of fuel costs associated with the estimated consolidated fuel consumption of Delta and the Company. In association with the terms of this program, Delta records the fair value of all related fuel hedges on its Condensed Consolidated Balance Sheets, and a pro-rata percentage of the hedge gains or losses are pushed down to the Company and recorded on the Company’s Condensed Consolidated Statements of Operations. The Company expects to reclassify $61 million in unrealized losses currently recorded in OCI on Delta’s Condensed Consolidated Balance Sheets into Aircraft fuel expense and related taxes during the next 12 months.

~~Note~~Table of ~~10 - Long-Term Debt~~Contents

As of March 31, ~~2008~~2009, our ~~maturities~~open offuel ~~long-term~~hedge ~~debt,~~contract ~~excluding capital~~positions ~~lease~~(including ~~obligations,~~contracts ~~through~~held ~~December 31,~~by ~~2012~~Delta and allocated to the Company) were as follows ~~(in millions)~~:

remainder of	2008		$	355
		Percentage
	2009		598
		of Remaining		Average Contract
	2010		445
		Projected Fuel		Rates ($/per barrel)
	2011		620
		Requirements				Call Options/			Contract
	2012		452
(In millions)		Hedged		Put		Swaps		Cap	Fair Value
Type of Hedge:
2009 Contracts
Northwest contracts
Crude oil two-way collars		5.5	%	$	90.00	$	111.68	n/a	$	(58	)
Crude oil three-way collars		3.9		117.50		134.75		168.00	(71		)
Total Northwest contracts		9.4							(129		)
Delta allocated contracts
Jet Fuel swaps		18.0		n/a		69.36		n/a	(38		)
Crude oil options		4.7		n/a		56.43		n/a	6
Heating oil swaps		4.4		n/a		67.24		n/a	(9		)
Crude oil swaps		3.8		n/a		59.37		n/a	(2		)
Heating oil options		3.7		n/a		79.73		n/a	4
Total Delta allocated contracts		34.6							(39		)
Total 2009 Contracts		44.0	%						$	(168	)
2010 Contracts
Delta allocated crude oil options		5.3	%	n/a		58.62		n/a	$	21

OnGains ~~August 21, 2006, the Predecessor Company entered into a $1.225 billion Senior Corporate Credit Facility~~ (~~“Bank Credit Facility”~~losses), ~~formerly called~~recorded the DIP/Exit Facility, consisting of a $1.05 billion term loan facility and a $175 million revolving credit facility which has been fully drawn since the inception of the Bank Credit Facility. The final maturity date of the Bank Credit Facility is August 21, 2013. Principal on ~~the~~our ~~term~~Condensed ~~loan~~Consolidated ~~portion of~~Statements the Bank Credit Facility will be repaid at 1.0% per year with the balance (94%) due at maturity. The first such principal repayment was made on August 21, 2007. Loans drawn under the $175 million revolving credit facility may be borrowed and repaid at the Company’s discretion. Up to $75 million of ~~the revolving credit~~ ~~facility~~Operations ~~may~~for ~~be utilized by~~ the ~~Company~~three asmonths aended ~~letter of credit facility. As amended in~~ March ~~2007~~31, ~~both~~2009 ~~loan facilities~~related under the Bank Credit Facility bear interest at LIBOR plus 2.00%. Letter of credit fees will be charged at the same credit spread as on the borrowings plus 12.5 basis points. To the extent that the revolving credit facility is not utilized, the Company is required to ~~pay~~our ~~an undrawn commitment~~fuel ~~fee~~hedge ofcontracts 50were basis points per annum. The Bank Credit Facility received a credit rating of BB from Standard & Poor’s Rating Services (“S&P”) and a Ba3 from Moody’s Investors Service, Inc. (“Moody’s”) and is secured by a first lien on the Company’s Pacific Route authorities. The March 2007 amendment also allowed the Company to grant pari-passu liens in the Pacific Route authorities to secure up to $150 million of exposure arising from hedging trades entered into with Bank Credit Facility lenders. The interest rate as ~~of March 31, 2008 was 4.87% on both the term loan facility and the revolving credit facility.~~follows:

The Bank Credit Facility requires ongoing compliance with financial covenants requiring the Company to maintain unrestricted cash of at least $750 million, a collateral coverage ratio of at least 1.50 to 1.0 and a minimum ratio of EBITDAR to consolidated fixed charges (“Fixed Charge Coverage Ratio”). Under a recent amendment to the Bank Credit Facility completed in April 2008, compliance by the Company with the Fixed Charge Coverage Ratio has been waived from April 1, 2008 through March 31, 2009 and thereafter is determined as set forth below:

				Effective Portion
	Recognized on			Reclassified from			Total			Ineffective Portion
	Undesignated			OCI or intercompany			Gain/(Loss)			Recognized
	Contracts as			payables into			Recognized as			in Other Income
*(In millions)*	Fuel Expense			Fuel Expense			Fuel Expense			(Expense)
Northwest hedge contracts
Settled fuel hedge contracts	$	(21	)	$	(62	)	$	(83	)	$	(1	)
Unsettled fuel hedge contracts	(2		)	—			(2		)	—
Total Northwest fuel hedge contracts	(23		)	(62		)	(85		)	(1		)
Delta allocated intercompany fuel hedge contracts
Settled fuel hedge contracts	—			(7		)	(7		)	—
Unsettled fuel hedge contracts	—			—			—			(2		)
Total Delta allocated fuel hedge contracts	—			(7		)	(7		)	(2		)
Total	$	(23	)	$	(69	)	$	(92	)	$	(3	)

Number of		Required
Months Covered	Period Ending	Coverage Ratio
Three	June 30, 2009	1.00 to 1.0
Six	September 30, 2009	1.10 to 1.0
Nine	December 31, 2009	1.20 to 1.0
Twelve	March 31, 2010	1.30 to 1.0
Twelve	June 30, 2010	1.40 to 1.0
Twelve	September 30, 2010 and each quarter ending thereafter	1.50 to 1.0

Gains (losses) deferred in Accumulated other comprehensive (loss) income on our Condensed Consolidated Balance Sheets for the three months ended March 31, 2009 related to our fuel hedge contracts were as follows:

For purposes of calculating this ratio, EBITDAR is defined as operating income, adjusted to exclude the effects of depreciation, amortization, aircraft rents and costs (including up to $150 million of cash costs) payable in connection with a merger or acquisition to include the effects of interest income and governmental reimbursements for losses resulting from developments affecting the aviation industry. Earnings also exclude non-recurring non-cash charges (subject to the inclusion of any cash payments then or thereafter made with respect thereto) and are determined without giving effect to any acceleration of rental expense. Fixed charges are defined as interest expense (excluding fees and expenses in connection with the recent amendment) and aircraft rent expense (net of certain aircraft sub-lease rental income and without giving effect to any acceleration of rental expense).

	OCI Balance						Effective Portion		OCI Balance
	as of			Effective Portion			Reclassified		as of
	December 31,			Recorded in			from OCI into		March 31,
*(In millions)*	2008			OCI			Fuel Expense		2009
Fuel hedge contracts settled during the period	$	(48	)	$	(14	)	$	62	$	—
Unsettled fuel hedge contracts	(23		)	(1		)	—		(24		)
Total fuel hedge contracts	$	(71	)	$	(15	)	$	62	$	(24	)

~~Although the~~ The Company ~~was~~expects ~~in compliance~~to ~~with~~reclassify ~~all~~the ~~required~~remaining ~~financial~~unrealized ~~covenants~~losses asrelated ofto ~~March 31, 2008, continued~~fuel ~~compliance~~hedge ~~depends~~contracts onfrom ~~many~~OCI ~~factors,~~into ~~some~~Aircraft offuel ~~which~~and ~~are~~related ~~beyond~~taxes ~~the~~expense ~~Company’s~~during ~~control, including~~ the ~~overall~~remainder ~~industry revenue environment and the level~~ of ~~fuel~~ ~~costs~~2009.

~~Note 11 –~~Table ~~Fleet~~of ~~Information and Commitments~~Contents

AsInterest Rates. The ~~shown~~Company’s earnings are also affected by changes in interest rates due to the ~~following~~impact ~~table~~those changes have on its interest expense from floating rate debt instruments. To manage the exposure to interest rates, ~~Northwest~~the ~~operated~~Company has entered into ainterest ~~mainline~~rate ~~fleet~~cap and swap hedges. The objective of ~~348~~the ~~aircraft~~interest atrate ~~March 31,~~cap ~~2008,~~and ~~consisting~~swap hedges is to protect the anticipated payments of ~~288~~interest (cash flows) on the designated debt ~~narrow-body~~instruments ~~and~~from 60adverse ~~wide-body~~market ~~aircraft~~interest rate changes. The maturity date of each of the interest ~~Northwest’s~~rate ~~purchase~~cap ~~commitments~~and ~~for~~swap ~~aircraft~~hedges ascorresponds ofexactly ~~March 31,~~with ~~2008~~the maturity dates of the ~~are~~designated ~~also~~debt ~~provided~~instruments.

		In Service				Aircraft
	Seating		Capital	Operating		on Firm
Aircraft Type	Capacity	Owned	Lease	Lease	Total	Order
Passenger Aircraft
Airbus:
A319	124	55	—	2	57	5
A320	148	45	—	28	73	2
A330-200	243	11	—	—	11	—
A330-300	298	21	—	—	21	—
Boeing:
787-8	TBD	—	—	—	—	18
757-200	160-184	38	1	16	55	—
757-300	224	16	—	—	16	—
747-400	403	4	—	12	16	—
McDonnell Douglas:
DC9	100-125	87	—	—	87	—
		277	1	58	336	25
Freighter Aircraft
Boeing 747F		9	—	3	12	—
Total Mainline Operated Aircraft		286	1	61	348	25
Regional Aircraft
CRJ200	50	—	—	141	141	—
Saab 340	33	—	—	49	49	—
CRJ900	76	19	—	—	19	17
Embraer 175	76	16	—	—	16	19
Total Airlink Operated Aircraft		35	—	190	225	36
Total Aircraft		321	1	251	573	61

Gains (losses) deferred in Accumulated other comprehensive (loss) income on our Condensed Consolidated Balance Sheets for the three months ended March 31, 2009 related to our interest rate hedge contracts were as follows:

The Company took delivery of six CRJ900 and eight Embraer 175 aircraft during the three months ended March 31, 2008. One Embraer 175 had not been placed in service before March 31, 2008 and therefore is not included in the table above. In connection with the acquisition of these 14 aircraft, the Company entered into long-term debt arrangements. Under such arrangements, the aggregate amount of debt incurred totaled $246 million.

	Notional		Weighted		Post-Merger
	Amount of		Average	Maturity	Contract
*(In millions)*	Debt		Interest Rates	Dates	Fair Value (1)
Type of Hedge:
Interest rate swaps	$	1,349	5.4%	2009 - 2019	$	(83	)
Interest rate caps	351		2.3%	2012 - 2014	—
Total	$	1,700			$	(83	)

~~Note~~(1) As 12of –March 31, ~~Aircraft~~2009, ~~Impairments~~the Company reduced the liability for its interest rate derivative instruments based on the guidance of SFAS No. 157, which states that the fair value of liabilities should consider the Company’s own credit risk in its determination of fair value. As a result, the Company recorded a reduction to these liabilities of $10 million, and an offsetting credit to Accumulated other comprehensive (loss) income.

In March 2008, as part of a revised fleet plan, the Company determined that it will remove three Boeing 747F aircraft and two DC9-30 aircraft from scheduled service during the remainder of 2008 and the first quarter of 2009. As a result, the Company recorded, as additional depreciation expense, impairment charges of $17.2 million associated with these aircraft and related inventory during the first quarter of 2008. In conjunction with further announced capacity reductions during the remainder of 2008, the Company may be required to record additional impairment charges as the specific aircraft to be retired are identified.

	OCI Balance					Effective Portion		OCI Balance
	as of			Effective Portion		Reclassified		as of
	December 31,			Recorded in		from OCI into		March 31,
*(In millions)*	2008			OCI		Interest Expense		2009
Type of Hedge:
Interest rate swaps	$	(93	)	$	12	$	—	$	(81	)
Interest rate caps	(2		)	—		—		(2		)
Total	$	(95	)	$	12	$	—	$	(83	)

In During the first quarter of ~~2007~~2009, the Company ~~recorded $13.3 million related to the impairment of three owned aircraft which were permanently removed from service. These charges reflect the Company~~’s ~~decision~~interest torate ~~park~~hedges ~~three~~fully ~~DC9-30~~offset ~~aircraft permanently, consistent with~~ the ~~Company’s ongoing review of its aircraft fleet~~ ~~plan~~hedged inrisk; ~~conjunction~~therefore, ~~with~~no ~~its~~ineffective ~~overall~~portion ~~route~~is ~~structure and capacity requirements. The first quarter 2007 impairment charges were~~ recorded ~~as reorganization expenses~~.

The Company expects to reclassify $1 million in unrealized losses from OCI into Interest expense during the next 12 months.

~~Note~~Table of ~~13 – Comprehensive Income (Loss)~~Contents

~~Comprehensive~~Note ~~income~~5 ~~(loss)~~— Restructuring ~~consisted~~and ofMerger ~~the following:~~Related Expenses

	Successor			Predecessor
	Three Months			Three Months
	Ended			Ended
	March 31,			March 31,
(In millions)	2008			2007
Net income (loss)	$	(4,139	)	$	(292	)
Pension, other postretirement, and long-term disabilities benefits	70			—
Reclassification of gain (loss) from hedging activities	(54		)	—
Change in unrealized gain (loss) on available-for-sale securities	—			1
Comprehensive income (loss)	$	(4,123	)	$	(291	)

During the first quarter of 2009, the company recorded the following items to Restructuring and merger related expense on the Condensed Consolidated Statements of Operation:

Note 14 – Pension and Other Postretirement Health Care Benefits

	Post-Merger
	Three Months
	Ended March 31,
*(In millions)*	2009
Severance and related costs (1)	$	28
Other merger related expenses (2)	25
Total restructuring and merger related expenses	$	53

~~The Company~~(1) Includes ~~has~~costs ~~several~~associated ~~defined~~with ~~benefit~~voluntary ~~pension~~workforce ~~plans~~reduction programs ~~and~~for ~~defined~~U.S. ~~contribution 401(k)~~non-~~type~~pilot ~~plans~~employees ~~covering~~announced ~~substantially~~in ~~all of its employees~~December 2008. ~~Northwest~~During ~~froze~~the ~~future~~first quarter of 2009, the Company ~~benefit~~recorded ~~accruals~~a ~~for~~$28 ~~its~~million ~~defined~~charge ~~benefit~~associated ~~Pension~~with ~~Plans~~the ~~for~~workforce ~~Salaried~~reduction ~~Employees~~program, ~~Pilot~~including ~~Employees,~~$6 ~~and~~million ~~Contract~~of ~~Employees~~special ~~effective~~termination ~~August 31,~~benefits ~~2005,~~related ~~January 31,~~to retiree ~~2006,~~healthcare ~~and~~benefits. The ~~September 30,~~portion ~~2006~~of the charge related to the voluntary programs includes approximately 900 of the 1,500 program ~~respectively~~participants. ~~Replacement~~Severance ~~coverage~~liabilities initially ~~was~~valued ~~provided~~and ~~for~~recorded ~~these employees~~in ~~through~~connection ~~401(k)-type~~with ~~defined~~the ~~contribution~~Merger ~~plans~~in ~~including~~ the ~~Pilot~~fourth ~~Money~~quarter ~~Purchase~~of ~~Plan~~2008 ~~or,~~previously incontemplated the ~~case~~elimination of ~~IAM~~600 ~~represented~~positions. The ~~employees,~~Company ~~the~~expects ~~IAM~~any additional charges to ~~National~~be ~~Multi-Employer~~incurred ~~Plan~~in connection with these programs will be immaterial.

~~Northwest also~~(2) Includes ~~sponsors~~costs ~~various~~associated ~~contributory~~with ~~and~~integrating noncontributory medical, dental and life insurance benefit plans covering certain eligible retirees and their dependents. The expected future cost of providing such postretirement benefits is accrued over the ~~service~~operations ~~lives~~ of ~~active~~Northwest ~~employees. Retired~~into ~~employees are not offered Company-paid medical and dental benefits after age 64~~Delta, ~~with~~including ~~the exception~~costs ofrelated ~~certain employees who retired prior~~ to ~~1987~~information ~~and receive lifetime~~technology, ~~Company-paid~~employee ~~medical~~relocation and ~~dental benefits. Prior to age 65~~training, ~~the retiree share of the cost of medical~~ and ~~dental coverage~~re-branding ~~is based on a combination~~ of ~~years~~aircraft ~~of service~~ and ~~age at retirement~~stations. ~~Medical and dental benefit plans are unfunded and costs are paid as incurred. The pilot group is provided Company-paid decreasing life insurance coverage.~~

The ~~Pension Protection Act of 2006 (“2006 Pension Act”) was signed into~~ ~~law~~following ontable ~~August 17,~~shows ~~2006. The~~the ~~2006 Pension~~balances ~~Act allows commercial airlines to elect special funding rules~~ for ~~defined~~ ~~benefit~~these ~~plans~~restructuring ~~that~~charges ~~are frozen. The unfunded liability for a frozen defined benefit plan may be amortized over a fixed 17-year period. The unfunded liability is defined~~ as ~~the actuarial liability calculated using an 8.85% interest rate minus the fair market value~~ of ~~plan assets. Northwest~~March 31, ~~elected~~2009, and the ~~special~~activity ~~funding rules~~ for ~~frozen defined benefit plans under~~ the ~~2006~~three ~~Pension~~months ~~Act~~then ~~effective October 1, 2006~~ended. AsThe atable ~~result~~also ofshows ~~this election (1)~~ the ~~funding~~ ~~waivers~~balances ~~that Northwest received~~ for the ~~2003 plan year contributions~~ ~~were~~restructuring ~~deemed~~charges ~~satisfied~~related ~~under~~to the ~~2006~~Merger ~~Pension Act, and (2) the funding standard account for each Plan had no deficiency~~ as of ~~September~~March 3031, ~~2006. New~~ ~~contributions~~2009, ~~that came due under the 2006 Pension Act funding rules were paid while Northwest was in bankruptcy~~ and ~~must continue to be paid going forward. If~~ the ~~new contributions are not paid, the~~ ~~future~~activity ~~funding~~for ~~deficiency that would develop will be based on~~ the ~~regular funding~~three ~~rules rather~~months ~~than~~then ~~the special funding rules~~ended.

Congress enacted, and the president signed into law on December 13, 2007, a change in the retirement age for pilots from age 60 to 65. Due to this legislative change, the Company has updated its retirement assumptions for pilots and assumes that certain pilots will continue to work past age 60. This change had an immaterial impact on Northwest’s overall pension benefit and other postretirement obligations.

	Liability										Liability
	Balance as of		Additional		Purchase						Balance as of
	December 31,		Costs and		Accounting						March 31,
*(In millions)*	2008		Expenses		Adjustments			Payments			2009
Severance and related costs (1)	$	47	$	22	$	—		$	(10	)	$	59
Facilities and other (1)	32		—		(4		)	—			28
Total	$	79	$	22	$	(4	)	$	(10	)	$	87

(1) The liability balance at December 31, 2008 includes liabilities recorded in connection with the Merger.

Note 6 — Earnings (Loss) Per Share Data

On the Closing Date, the Company became a wholly owned subsidiary of Delta and the shares of NWA Corp., which traded under the symbol “NWA”, ceased trading on, and were delisted from the NYSE. As a result, the Company is not presenting Post-Merger Company earnings (loss) per share data for the quarter ended March 31, 2009.

Pre-Merger EPS. In accordance with SFAS No. 128, Earnings per Share (“SFAS No. 128”), basic and diluted earnings per share were computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the three months ended March 31, 2008. SFAS No. 128 requires that the entire 234 million shares to be issued to holders of unsecured and guaranty claims pursuant to the Plan of Reorganization be considered outstanding for purposes of calculating earnings per share as these shares will ultimately be issued to unsecured creditors once the allocation of disputed unsecured claims is completed.

At March 31, 2008, approximately 16 million in restricted stock units and stock options to purchase shares of the Pre-Merger Company’s common stock were outstanding but excluded from the computation of diluted earnings per share because the effect of including the shares would have been anti-dilutive.

~~Components~~ Table of ~~net periodic benefit cost of defined benefit plans and defined contribution plan costs:~~Contents

	Pension Benefits						Other Benefits
	Successor			Predecessor			Successor		Predecessor
	Three Months			Three Months			Three Months		Three Months
	Ended March 31,			Ended March 31,			Ended March 31,		Ended March 31,
(In millions)	2008			2007			2008		2007
Defined benefit plan costs
Service cost	$	6		$	11		$	6	$	6
Interest cost	141			135			12		13
Expected return on plan assets	(140		)	(124		)	—		—
Amortization of prior service cost	—			—			—		(9		)
Recognized net actuarial loss and other events	—			11			—		10
Net periodic benefit cost	7			33			18		20
Defined contribution plan costs	28			16			—		—
Total benefit cost	$	35		$	49		$	18	$	20

Note 7 - Long-Term Debt

~~Note~~The 15Company –is ~~Stock-Based~~a ~~Compensation~~party to a $904 million senior corporate credit facility (the “Bank Credit Facility”) and a $500 million revolving credit facility (the “$500 Million Revolving Credit Facility”). The Bank Credit Facility was fully drawn at March 31, 2009 and December 31, 2008. The Company did not have any outstanding borrowings under the $500 Million Revolving Credit Facility at March 31, 2009 or December 31, 2008.

~~Prior to~~The ~~the~~final ~~Effective~~maturity ~~Date,~~date ~~the Company maintained stock incentive plans~~ for ~~officers~~ ~~and~~borrowings ~~key~~under ~~employees of~~ the ~~Company~~Bank Credit ~~(the~~Facility ~~“Prior Management Plans”)~~ and ~~a stock option plan for pilot employees (~~the ~~“Pilot~~$500 ~~Plan”). On~~Million ~~the~~Revolving ~~Effective~~Credit ~~Date,~~Facility ~~outstanding~~is ~~awards under~~ the ~~Prior Management Plans and Pilot Plan were cancelled in accordance~~earlier ~~with the terms~~ of ~~the Plan. On the Effective Date, the Management Equity Plan~~ (~~“the 2007 Plan”~~1) of the ~~Successor Company~~date ~~provided~~that ~~for~~Northwest inis ~~the~~no ~~Plan~~longer ~~of Reorganization became effective. The 2007 Plan is~~ a ~~stock-based~~separate ~~incentive compensation~~legal ~~plan~~entity, ~~under which the Compensation Committee of the Board of Directors has the authority to grant equity-based awards~~ including ~~stock~~ ~~options,~~when ~~stock~~it ~~appreciation~~is ~~rights,~~merged ~~restricted~~with ~~stock,~~and ~~restricted~~into ~~stock~~Delta; ~~units, and/~~or ~~other~~(2) ~~stock-based~~December ~~awards~~31, ~~including~~2010 ~~performance-based~~for ~~awards. Each~~the ~~of these awards may be granted alone, in~~Bank ~~conjunction~~Credit ~~with~~Facility, orand inOctober ~~tandem~~29, ~~with~~2009 ~~other~~and ~~awards~~October ~~under~~29, ~~the~~2011 ~~2007~~for ~~Plan. Awards may be to any employee of~~ the ~~Company or~~$300 ~~its subsidiaries. The number of~~million ~~participants~~and ~~participating~~$200 inmillion ~~the~~tranches, ~~2007 Plan will vary from year to year. At its inception~~respectively, ~~the 2007 Plan provided that 21.3 million shares of common stock of the Successor Company were available for issuance~~ under the ~~plan. As~~$500 ofMillion ~~March 31,~~Revolving ~~2008,~~Credit ~~approximately 6~~Facility.~~0 million shares remained available for new awards to be granted under the 2007 Plan.~~

~~The~~To ~~total~~integrate ~~stock-based~~the ~~non-cash~~operations ~~compensation expense~~of ~~related~~Northwest toand ~~stock-based~~Delta, ~~plans~~a single ~~and~~operating ~~liability~~certificate ~~awards~~must be obtained for the ~~three~~two ~~months~~airlines from the ~~ended~~Federal ~~March 31~~Aviation Administration. When the single operating certificate is received, ~~2008~~key ~~was~~assets ~~$31.9~~of ~~million~~the ~~and~~two $0companies must be combined into a single entity.5 In ~~million~~order for this to occur, Delta intends to merge Northwest with and ~~respectively~~into Delta. ~~There~~As ~~was~~of noMarch ~~corresponding tax~~31, ~~benefit~~2009, inwe expect ~~2008~~this ~~related~~merger to occur within the ~~stock-based~~next ~~compensation~~12 months. As a result, aswe reclassified the ~~Company~~borrowings ~~records~~under athe ~~full~~Bank ~~valuation~~Credit ~~allowance~~Facility ~~against~~from ~~its~~Long-term ~~deferred~~debt ~~tax~~and ~~assets~~capital ~~due~~leases to Current maturities of long-term debt and capital lease obligations on the ~~uncertainty~~Condensed ~~regarding~~Consolidated Balance Sheet at March 31, 2009. In addition, we shortened the ~~ultimate~~amortization period ~~realization~~from December 2010 to March 2010 of ~~those~~the ~~assets. See~~fair ~~“Note~~value 8adjustment –(debt discount) ~~Income~~recorded ~~Taxes”~~during ~~for~~purchase ~~additional~~accounting on the debt, which will result in ~~information~~higher interest expense for the remainder of 2009.

~~Note~~Accounts Receivable Financing Facility. In November 2007, the Company entered into an accounts receivable financing facility. On December 16, 2008, –the ~~Subsequent~~Company ~~Events~~renewed its accounts receivable financing facility, dated November 29, 2007. This facility, originally scheduled to mature on November 28, 2008, was renewed and subsequently amended to April 2009 and the facility size was reduced from $150 million to $125 million. As of March 31, 2009, the entire $90 million available to be drawn under this facility was outstanding. While any portion of the facility remains undrawn, the Company pays a commitment fee on the undrawn amount.

~~Merger~~The ~~Announcement. On April 14, 2008, the~~ Company ~~and~~was ~~Delta~~in ~~entered~~compliance with ~~into~~covenants ~~the~~in ~~Merger~~our ~~Agreement~~financing ~~that~~agreements ~~provides, among~~at ~~other things~~March 31, ~~for the Company to be merged with a wholly-owned subsidiary of Delta (the “Merger”)~~2009.

~~Consummation~~Note of8 ~~the~~— ~~Merger~~Comprehensive isIncome ~~subject to customary closing conditions, including shareholder approval by holders of common stock of NWA Corp. and Delta and receiving certain domestic and foreign regulatory and antitrust approvals~~ (including from the Federal Aviation Administration and the United States Department of Transportation, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and pursuant to Council Regulation (EECLoss) 139/2004 of the European Commission). The Merger Agreement contains certain termination rights for both NWA Corp. and Delta. The Merger Agreement further provides that, upon termination of the Merger Agreement under specified circumstances, the Company may be required to pay to Delta, or Delta may be required to pay to the Company, a termination fee of $165 million.

~~Under the~~Comprehensive ~~terms~~income of(loss) ~~the~~consisted ~~Merger Agreement, each outstanding share~~ of the ~~Company’s common~~ stock will be converted into the right to receive 1.25 shares of Delta common stock. Stock options and other equity awards granted under the Company’s 2007 Management Equity Plan will convert into stock options and equity awards with respect to Delta common stock, after giving effect to the exchange ratio.following:

	Deferred			Pension, Other			Unrealized			Accumulated
	Gain (Loss)			Postretirement			Gain (Loss)			Other
	on Hedging			and Long-Term			on			Comprehensive
*(In millions)*	Activities			Disability Benefits			Investments			Income (Loss)
Balance at December 31, 2008	$	(199	)	$	(1,433	)	$	(7	)	$	(1,639	)

Before tax amount	113			6			—			119
Tax Effect	—			—			—			—
Net-of-tax amount	113			6			—			119

*Balance at March 31, 2009*	$	(86	)	$	(1,427	)	$	(7	)	$	(1,520	)

~~Certain contracts,~~Note ~~employee~~9 ~~benefit~~— ~~arrangements~~Pension and ~~debt~~Other ~~instruments~~Postretirement ofHealth ~~the Company~~Care ~~contain change in control provisions that may be triggered by the Merger, resulting in changes to the terms or settlement amounts of the contracts, arrangements or instruments.~~Benefits

WeThe Company has several ~~currently~~defined ~~expect~~benefit ~~the~~pension ~~Merger~~plans toand ~~close~~defined bycontribution ~~the~~401(k)-type ~~end~~plans covering substantially all of ~~2008~~its employees. ~~However~~ Northwest froze future benefit accruals for its defined benefit Pension Plans for Salaried Employees, ~~factors~~Pilot ~~outside~~Employees, ofand ~~our~~Contract ~~control~~Employees ~~could~~effective ~~require~~August 31, us2005, toJanuary 31, ~~complete~~2006, ~~the~~and ~~Merger~~September 30, at2006, respectively. Replacement acoverage ~~later~~was provided ~~time~~for these employees through 401(k)-type defined contribution plans or, in ~~not~~the tocase ~~complete~~of itthe atInternational ~~all~~Association of Machinists and Aerospace Workers (“IAM”) represented employees, the IAM National Multi-Employer Plan.

Northwest also sponsors various contributory medical and dental benefit plans covering certain eligible retirees and their dependents. The expected future cost of providing such postretirement benefits is accrued over the service lives of active employees. Retired employees are not offered Company-paid medical and dental benefits after age 64, with the exception of certain employees who retired prior to 1987 and receive lifetime Company subsidized medical and non-subsidized dental benefits. Prior to age 65, the retiree share of the cost of medical and dental coverage is based on a combination of years of service and age at retirement. Medical and dental benefit plans are unfunded and costs are paid as incurred.

The Pension Protection Act of 2006 (“2006 Pension Act”) allows commercial airlines to elect special funding rules for defined benefit plans that are frozen. The unfunded liability for a frozen defined benefit plan may be amortized over a fixed 17-year period. The unfunded liability is defined as the actuarial liability calculated using an 8.85% interest rate minus the fair market value of plan assets. Northwest elected the special funding rules for frozen defined benefit plans under the 2006 Pension Act effective October 1, 2006. As a result of this election (1) the funding waivers that Northwest received for the 2003 plan year contributions were deemed satisfied under the 2006 Pension Act, and (2) the funding standard account for each Plan was reduced to zero as of September 30, 2006. New contributions that came due under the 2006 Pension Act funding rules were paid while Northwest was in bankruptcy and must continue to be paid going forward. If the new contributions are not paid, the future funding deficiency that would develop will be based on the regular funding rules rather than the special funding rules.

Components of net periodic benefit cost of defined benefit plans and defined contribution plan costs:

	Pension Benefits						Other Benefits
	Post-Merger			Pre-Merger			Post-Merger		Pre-Merger
	Three Months			Three Months			Three Months		Three Months
	Ended March 31,			Ended March 31,			Ended March 31,		Ended March 31,
*(In millions)*	2009			2008			2009		2008
Defined benefit plan costs
Service cost	$	2		$	6		$	4	$	6
Interest cost	138			141			9		12
Expected return on plan assets	(80		)	(140		)	—		—
Recognized net actuarial loss and other events	7			—			—		—
Net periodic benefit cost	67			7			13		18

Defined contribution plan costs	29			28			—		—

Total benefit cost	$	96		$	35		$	13	$	18

Table of Contents

Note 10 — Related Party Transactions

Delta Air Lines, Inc. Subsequent to the Merger, the Company entered into a $300 million intercompany credit facility with Delta (the “Delta Credit Facility”). On February 4, 2009, the Company amended the size of the Delta Credit Facility from $300 million to $750 million. During the first quarter 2009, the Company drew an additional $350 million for a total of $550 million outstanding as of March 31, 2009. The Delta Credit Facility currently matures on December 21, 2009 and bears interest at the rate of 1.78% per annum. Interest on unpaid principal is paid quarterly. The Company paid $1.9 million in interest in the first quarter 2009. The Company had receivables of $72.5 million and payables of $606.3 million for a net payable position of $533.8 million as of March 31, 2009. Included in the $606.3 million of payables to Delta is the $550 million which was drawn on the Delta Credit Facility and classified in Due to parent company on the Condensed Consolidated Balance Sheets. The following is a summary of the changes in the net payable position with Delta for the period from January 1 to March 31, 2009:

	Post-Merger
	Three months
	Ended March 31,
*(In millions)*	2009
Balance at beginning of period	$	(185	)
Net cash remitted to (received from) parent	(379		)
Net intercompany (purchases) sales	30
Balance at end of period	$	(534	)

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

OnNorthwest ~~September 14,~~Airlines ~~2005~~Corporation (~~the~~ “~~Petition Date”),~~ NWA Corp.” and, 12together ofwith its subsidiaries, the “Company”) is the direct ~~and~~parent ~~indirect~~corporation ~~subsidiaries~~of ~~(collectively~~Northwest Airlines, Inc. ~~the~~ (“~~Debtors~~Northwest”). The ~~filed~~Condensed ~~voluntary~~Consolidated ~~petitions~~Financial ~~for~~Statements ~~relief~~include ~~under~~the ~~Chapter~~accounts 11of NWA Corp. and all consolidated subsidiaries. Substantially all of the ~~United~~Company’s ~~States~~results of operations are ~~Bankruptcy~~attributable ~~Code~~to ~~with~~its ~~the~~operating ~~United~~subsidiary, ~~States~~Northwest, ~~Bankruptcy~~which ~~Court~~accounted for substantially all of the ~~Southern District~~Company’s offirst ~~New~~quarter ~~York~~2009 ~~(the~~consolidated ~~“Bankruptcy~~operating revenues ~~Court”)~~and expenses. The Company’s ~~Subsequently,~~results onof ~~September 30,~~operations ~~2005,~~also ~~NWA~~include ~~Aircraft~~other ~~Finance,~~ subsidiaries of which MLT Inc., (“MLT”) anis ~~indirect~~the ~~subsidiary~~most ofsignificant. MLT ~~NWA~~develops and ~~Corp.,~~markets ~~also~~Worry-Free ~~filed~~Vacations athat ~~voluntary~~include ~~petition~~air ~~for~~transportation, ~~relief~~hotel ~~under~~accommodations ~~Chapter~~and 11car rentals. OnIn addition ~~May 18,~~to ~~2007, the~~its ~~Bankruptcy~~Worry-Free ~~Court~~Vacations ~~entered~~charter anprograms, ~~order~~MLT ~~approving~~markets and ~~confirming~~supports Northwest’s WorldVacations travel packages to destinations throughout the ~~Debtors’~~U.S., ~~First~~Canada, ~~Amended~~Mexico, ~~Joint~~the Caribbean, Europe and ~~Consolidated~~Asia, ~~Plan~~primarily ofon ~~Reorganization~~Northwest. These ~~Under~~vacation ~~Chapter~~programs, 11in ofaddition to ~~the~~providing ~~Bankruptcy~~a ~~Code~~competitive ~~(as~~and ~~confirmed~~quality tour product, increase the ~~“Plan”~~sale orof Northwest ~~“Plan~~services ofand ~~Reorganization”). The~~promote ~~Plan~~and ~~became~~support ~~effective~~new and ~~the~~existing ~~Debtors~~Northwest ~~emerged~~destinations. ~~from~~The ~~bankruptcy~~following ~~protection~~discussion onpertains ~~May 31,~~primarily ~~2007~~to ~~(the~~Northwest ~~“Effective~~and, where ~~Date”)~~indicated, MLT.

On ~~the Effective Date~~October 29, 2008 (the ~~Company~~“Closing ~~implemented~~Date”), ~~fresh-start~~Nautilus ~~reporting~~Merger inCorporation ~~accordance~~(“Merger ~~with~~Sub”), ~~SOP~~a ~~90-7. Thus~~wholly ~~the~~owned ~~consolidated~~subsidiary ~~financial~~of ~~statements~~Delta ~~prior~~Air ~~to June~~Lines, 1Inc. (“Delta”), ~~2007~~merged ~~reflect~~with ~~results~~and ~~based~~into ~~upon~~NWA Corp. (the ~~historical cost basis~~“Merger”) ofin ~~the~~accordance ~~Company~~with ~~while~~ the ~~post-emergence~~Agreement ~~consolidated~~and ~~financial~~Plan ~~statements reflect~~of ~~the~~Merger, ~~new~~dated ~~basis~~as of ~~accounting~~April 14, 2008 ~~incorporating~~ (the ~~fair~~“Announcement ~~value~~Date”), ~~adjustments made~~among inDelta, ~~recording~~Merger ~~the~~Sub ~~effects~~and ofNWA ~~fresh-start reporting~~Corp. ~~Therefore,~~ (the ~~post-emergence~~“Merger Agreement”). As ~~periods~~a ~~are~~result ~~not comparable~~of to the ~~pre-emergence~~Merger, NWA ~~periods~~Corp. ~~However,~~ ~~for~~and ~~discussions~~its onsubsidiaries ~~the~~became ~~results~~wholly-owned subsidiaries of ~~operations,~~Delta and the ~~Company believes~~shares ~~that~~of ~~comparisons~~NWA ofCorp., ~~financial~~which ~~results~~traded ~~between~~under the ~~post-emergence~~symbol ~~and pre-emergence~~“NWA”, ~~periods~~ceased ~~provide~~trading on, ~~management~~ and ~~investors~~were ~~with~~delisted afrom, ~~better perspective of~~ the ~~Company’s~~New ~~core~~York ~~business~~Stock ~~and~~Exchange ~~on-going operational financial performance and trends~~(“NYSE”).

~~Merger~~As ~~Announcement. On~~a ~~April 14,~~result ~~2008,~~of the application ~~Company~~of ~~and~~purchase ~~Delta~~accounting in accordance with Statement of Financial ~~Air~~Accounting ~~Lines, Inc.~~Standards (“~~Delta~~SFAS”) ~~entered~~No. 141, ~~into~~Business Combinations an(“SFAS ~~Agreement~~No. 141”), ~~and~~the ~~Plan~~financial ofstatements ~~Merger~~prior (to October 30, 2008 are not comparable with the ~~“Merger~~financial ~~Agreement”)~~statements ~~that~~for periods ~~provides,~~on ~~among~~or ~~other~~after ~~things~~October 30, ~~for~~2008. References to “Post-Merger” refer to the Company toon or after October 30, be2008, ~~merged~~after ~~with~~giving aeffect ~~wholly-owned~~to ~~subsidiary~~the application of ~~Delta~~purchase ~~(the~~accounting. References to “Pre-Merger”) refer to the Company prior to October 30, 2008.

~~Consummation of the Merger is subject to~~First ~~customary~~Quarter ~~closing~~2009 conditions, including shareholder approval by holders of common stock of NWA Corp. and Delta and receiving certain domestic and foreign regulatory and antitrust approvals (including from the Federal Aviation Administration and the United States Department of Transportation, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and pursuant to Council Regulation (EEC) 139/2004 of the European Commission). The Merger Agreement contains certain termination rights for both NWA Corp. and Delta. The Merger Agreement further provides that, upon termination of the Merger Agreement under specified circumstances, the Company may be required to pay to Delta, or Delta may be required to pay to the Company, a termination fee of $165 million.Results

~~Under~~ For the ~~terms~~quarter ofended ~~the~~March 31, ~~Merger Agreement~~2009, ~~each outstanding share of~~ the ~~Company’s~~ ~~common~~Company ~~stock~~recorded ~~will~~a benet ~~converted~~loss ~~into~~of ~~the~~$183 ~~right~~million, towhich ~~receive~~includes a $1.258 ~~shares~~million ~~of Delta~~loss ~~common~~associated ~~stock. Stock~~with ~~options~~marking-to-market ~~and~~out-of-period ~~other equity~~fuel ~~awards~~hedges. ~~granted~~This ~~under~~compares ~~the~~to ~~Company’s~~a first ~~2007~~quarter ~~Management~~2008 ~~Equity~~net ~~Plan~~loss ~~will convert~~of ~~into~~$4.1 ~~stock~~billion, ~~options~~which ~~and~~included ~~equity~~a ~~awards~~$3.9 ~~with~~billion goodwill ~~respect~~impairment tocharge ~~Delta~~and ~~common stock,~~a ~~after~~$13.4 ~~giving~~million ~~effect~~loss associated with marking-to-market ~~the~~out-of-period ~~exchange~~fuel ~~ratio~~hedges.

~~Certain contracts,~~Operating ~~employee~~revenues ~~benefit~~in ~~arrangements~~the ~~and~~first ~~debt~~quarter ~~instruments~~ of ~~the Company~~2009 ~~contain~~decreased ~~change~~17.1 inpercent ~~control~~versus ~~provisions~~the ~~that~~first ~~may~~quarter beof ~~triggered~~2008 byto ~~the~~$2.6 ~~Merger,~~billion. System consolidated passenger revenue ~~resulting~~decreased in17.4 ~~changes~~percent to ~~the~~$2.2 ~~terms~~billion. Operating orexpenses ~~settlement~~in ~~amounts~~the ofquarter ~~the~~decreased ~~contracts,~~63.6 percent year-over-year ~~arrangements~~to or$2.6 ~~instruments~~billion.

~~We currently~~At ~~expect~~March 31, 2009, the ~~Merger~~Company tohad ~~close~~cash byand cash ~~the~~equivalents ~~end~~ of ~~2008~~$2. ~~However,~~5 ~~factors~~billion ~~outside~~and ofunrestricted ~~our~~short-term ~~control~~investments ~~could~~of ~~require~~$15.6 usmillion, toproviding ~~complete~~total ~~the~~available ~~Merger~~liquidity atof a$2.6 ~~later~~billion. This ~~time~~amount orexcludes ~~not~~$167.8 tomillion ~~complete~~of restricted itshort-term atinvestments ~~all~~(which may include amounts held as cash).

First Quarter 2008 Results

For the quarter ended March 31, 2008, the Company recorded a net loss of $4.1 billion. This compares to a first quarter 2007 net loss of $292 million. Excluding aircraft and inventory impairment charges of $17.2 million and goodwill impairment charges of $3.9 billion, respectively, the Company reported a net loss of $205 million during the first quarter of 2008. Excluding reorganization expense items of $393 million, the Company reported a 2007 first quarter net profit of $101 million.

Operating revenues in the first quarter increased 8.8 percent versus the first quarter of 2007 to $3.1 billion. System consolidated passenger revenue increased 6.2 percent primarily due to a 4.1 percent improvement in unit revenue. Excluding the impact of fresh-start accounting, system consolidated passenger revenue increased 7.1 percent primarily due to a 5.0 percent improvement in unit revenue.

Operating expenses in the first quarter increased $4.5 billion versus the first quarter of 2007. Aircraft fuel and taxes increased 58.2 percent compared with the first quarter of 2007, primarily due to an increase in price. During the first quarter, mainline fuel averaged $2.77 per gallon, excluding taxes and mark-to-market losses related to future period fuel derivative contracts, a 49.7 percent increase over the prior year. Additionally, the Company recorded, as additional depreciation expense, impairment charges of $17.2 million associated with three Boeing 747F aircraft and two DC9-30 aircraft and related inventory. The Company also recorded a non-cash goodwill impairment charge of $3.9 billion to reduce the book value of Northwest’s equity to its implied fair value as of the Merger announcement date.

At March 31, 2008, the Company had cash and cash equivalents of $3.2 billion, unrestricted short-term investments of $40 million, and borrowing capacity under an undrawn credit facility of $117 million, providing total available liquidity of $3.3 billion. This amount excludes $484 million of restricted short-term investments (which may include amounts held as cash).

REPORTED NET INCOME (LOSS) EXCLUDING IMPAIRMENT CHARGES AND REORGANIZATION EXPENSE ITEMS

	Successor			Predecessor
	Three Months Ended March 31,			Three Months Ended March 31,
(In millions)	2008			2007
Net income (loss) (as reported)	$	(4,139	)	$	(292	)
Excluding:
Reorganization items, net	—			393
Goodwill impairment	3,917			—
Aircraft-related impairments	17			—
Net income (loss) excluding impairment charges and reorganization expense items	$	(205	)	$	101

~~Operating~~Table ~~Statistics~~of ~~– Three months ended March 31, 2008 and 2007~~Contents

~~Information~~Results ~~with~~of ~~respect~~Operations to— ~~the~~Three ~~Company’s~~months ~~operating~~ended ~~statistics~~March 31, 2009 ~~follows:~~and 2008

~~PASSENGER~~Operating ~~AND~~Revenues. Operating ~~REGIONAL~~revenues ~~CARRIER~~decreased 17.1 ~~REVENUES~~percent ~~AND~~($536 ~~STATISTICAL~~million), ~~RESULTS~~as a result of reduction in passenger revenue and cargo revenue, partially offset by an increase in regional carrier revenue and other revenue.

	Three Months Ended
	March 31				Percent
	2008		2007		Change
Scheduled service - Consolidated: (1)
Available seat miles (ASM) (millions)	23,359		22,893		2.0
Revenue passenger miles (RPM) (millions)	19,214		18,618		3.2
Passenger load factor	82.3	%	81.3	%	1.0
Revenue passengers (millions)	15.9		15.6		1.9
Passenger revenue per RPM (yield)	13.78	¢	13.39	¢	2.9
Passenger revenue per ASM (RASM)	11.34	¢	10.89	¢	4.1
Fuel gallons consumed - Consolidated (millions) (1)	420		419		0.2
Scheduled service - Mainline: (2)
Available seat miles (ASM) (millions)	21,144		21,252		(0.5	)
Revenue passenger miles (RPM) (millions)	17,621		17,492		0.7
Passenger load factor	83.3	%	82.3	%	1.0
Revenue passengers (millions)	12.3		12.9		(4.7	)
Passenger revenue per RPM (yield)	12.71	¢	12.59	¢	1.0
Passenger revenue per ASM (RASM)	10.59	¢	10.36	¢	2.2
Fuel gallons consumed - Mainline (millions) (2)	367		378		(2.9	)

System Passenger Revenues. Mainline passenger revenues decreased by 22.1 percent, due to the year-over-year decreases in capacity, passenger load factor, and yield. In the following analysis by region, mainline statistics exclude regional carriers, which is consistent with how the Company reports statistics to the Department of Transportation (“DOT”)

(1) Consolidated statistics include Northwest Airlink regional carriers.

	Mainline									Total
	Domestic			Pacific			Atlantic			Mainline			Consolidated
2009
Passenger revenues (in millions)	$	1,091		$	494		$	209		$	1,794		$	2,237

Increase (Decrease) from 2008:
Passenger revenues (in millions)	$	(340	)	$	(59	)	$	(109	)	$	(508	)	$	(471	)
Percent	(23.8		)%	(10.6		)%	(34.2		)%	(22.1		)%	(17.4		)%

Regional Carrier Revenues. Regional carrier revenues increased 9.1 percent (2$37 million) ~~Mainline statistics~~ ~~exclude~~to ~~Northwest~~$443 ~~Airlink~~million ~~regional~~primarily ~~carriers,~~due ~~which~~to isa ~~consistent~~35.7 ~~with~~percent ~~how~~increase ~~the~~in ~~Company~~available ~~reports~~seat ~~statistics~~miles toassociated with the ~~Department~~delivery of ~~Transportation~~new ~~(“DOT”)~~76 seat regional aircraft and an increase in yield.

Cargo Revenues. Cargo revenues decreased 53.3 percent ($105 million) to $92 million due primarily to a 48.2 percent decrease in volume and a 9.4 percent decrease in yield.

Other Revenue. Other revenue increased 17.5 percent ($40 million) to $269 million due primarily to increased charter and partner revenues.

~~MAINLINE~~Table ~~OPERATING~~of ~~STATISTICAL RESULTS (1)~~Contents

	Three Months Ended
	March 31				Percent
	2008		2007		Change
Total operating ASM (millions)	21,269		21,268		—
Passenger service operating expense per total ASM (2) (3)	12.24	¢	10.32	¢	18.6
Mainline fuel expense per total ASM	4.54	¢	2.95	¢	53.9
Mark-to-market gains (losses) per total ASM related to fuel derivative contracts that settle in future periods	(0.04	)¢	0.13	¢	n/m
Mainline fuel expense per total ASM, excluding mark-to-market gains (losses) related to fuel derivative contracts that settle in future periods	4.50	¢	3.08	¢	46.1
Cargo ton miles (millions)	458		457		0.2
Cargo revenue per ton mile	43.10	¢	41.40	¢	4.1
Fuel gallons consumed (millions)	367		378		(2.9	)
Average fuel cost per gallon, excluding taxes	279.74	¢	177.13	¢	57.9
Mark-to-market gains (losses) per fuel gallons consumed related to fuel derivative contracts that settle in future periods	(3.20	)¢	7.57	¢	n/m
Average fuel cost per gallon, excluding fuel taxes and mark-to-market gains related to fuel derivative contracts that settle in future periods	276.54	¢	184.70	¢	49.7
Number of operating aircraft at end of period	348		375		(7.2	)
Full-time equivalent employees at end of period	30,053		30,008		0.1

Operating Expenses. Operating expenses decreased 63.6 percent ($4.6 billion) for the three months ended March 31, 2009. The following table and notes present operating expenses for the three months ended March 31, 2009 and 2008 and describe significant year-over-year variances:

(1) Mainline statistics exclude Northwest Airlink regional carriers, which is consistent with how the Company reports statistics to the DOT.

	Three Months Ended				Increase
	March 31				(Decrease)			Percent
*(In millions)*	2009		2008		from 2008			Change		Note
Operating Expenses
Aircraft fuel and related taxes	$	586	$	1,115	$	(529	)	(47.4	)%	A
Salaries and related costs	748		728		20			2.7		B
Contract carrier arrangements	190		264		(74		)	(28.0	)	D
Depreciation and amortization	127		148		(21		)	(14.2	)	F
Aircraft maintenance materials and repairs	155		209		(54		)	(25.8	)	E
Contracted services	222		206		16			7.8		B
Passenger commissions and other selling expenses	175		215		(40		)	(18.6	)	E
Landing fees and other rents	148		129		19			14.7		C
Passenger service	53		59		(6		)	(10.2	)	B
Aircraft rent	58		54		4			7.4		B
Goodwill and other indefinite-lived intangibles impairment	—		3,917		(3,917		)	(100.0	)	G
Restructuring and merger related	53		—		53			n/m		H
Other, net	103		143		(40		)	(28.0	)	I
Total operating expenses	$	2,618	$	7,187	$	(4,569	)	(63.6	)%

~~(2) This~~A. Aircraft fuel ~~financial~~and ~~measure~~taxes ~~excludes~~for ~~non-passenger~~the ~~service~~first ~~expenses. The~~quarter ~~Company~~of ~~believes~~2009 ~~that~~includes ~~providing~~$91.9 ~~financial~~million in net fuel ~~measures~~derivative ~~directly~~contract ~~related~~losses, toconsisting ~~passenger~~of ~~service~~a ~~operations~~$1.8 ~~allows~~million ~~investors~~loss toassociated with ~~evaluate~~marking-to-market out-of-period fuel hedges and ~~compare~~$90.1 million of losses for contracts settled during the ~~Company’s~~current ~~core~~period. Fuel ~~operating~~expense ~~results~~for the first quarter of 2008 includes $5.3 million in net fuel derivative contract gains, consisting of a $12.3 million loss associated with marking-to-market ~~those~~out-of-period fuel hedges and $17.6 million of ~~the~~gains for ~~industry~~contracts settled in the first quarter of 2008.

~~(3) Passenger~~B. Salaries and ~~service~~related ~~operating~~costs, ~~expense~~contracted ~~excludes~~services, ~~the~~landing ~~following~~fees ~~items unrelated~~and toother ~~passenger~~rents, passenger service, ~~operations~~and aircraft rent, ~~net~~were ofrelatively ~~eliminations~~flat ~~where applicable:~~year-over-year.

	Three Months Ended
	March 31
(In millions)	2008		2007
Goodwill impairment	$	3,917	$	—
Regional carrier expenses	413		274
Freighter operations	182		134
MLT Inc.	44		55
Other	19		16

C. Landing Fees and other rents increased year-over-year primarily due to increased facilities rent expense.

D. Contract carrier arrangements decreased year-over-year primarily due to lower fuel costs.

E. Passenger commissions and other selling expenses and aircraft maintenance and repairs decreased year-over-year primarily due to the year-over-year decrease in capacity and related grounding of aircraft.

F. Depreciation and amortization decreased year-over-year primarily due to the impairment of two DC9-30 aircraft and three 747F airframes, engines and related inventory during the first quarter of 2008.

G. During the first quarter of 2008, the Company recorded a non-cash goodwill impairment charge to reduce the book value of Northwest’s equity to its implied fair value as of the Announcement Date. See “Item 1. Financial Statements, Note 2 — Goodwill and Intangibles” for additional information.

H. During the first quarter of 2009, the Company recorded expenses related to voluntary workforce reductions and the Merger. See “Note 5 — Restructuring and Merger Related Expenses” for additional information.

I. Other expenses decreased primarily due to reduced professional fee expenses.

Other Income and Expense. The Company recorded non-operating expense of $163 million in the first quarter of 2009 as compared to non-operating expense of $86 million in the first quarter of 2008. The increase in non-operating expense is primarily due to the debt discount amortization recorded in Interest expense on the Condensed Consolidated Statements of Operations as a result of purchase accounting.

Tax Expense (Benefit). Given its recent loss experience, the Company provides a valuation allowance against tax benefits, principally for net operating losses in excess of its deferred tax liability. It is more likely than not that future deferred tax assets will require a valuation allowance to be recorded to fully reserve against the uncertainty that those assets would be realized.

~~Results~~Table of ~~Operations – Three months ended March 31, 2008 and 2007~~Contents

Operating Revenues. Operating revenues increased 8.8% ($254 million), the result of increased regional carrier revenues, system passenger revenue, charter revenue, and other revenue.

System Passenger Revenues. In the following analysis by region, mainline statistics exclude Northwest Airlink regional carriers, which is consistent with how the Company reports statistics to the DOT. On the Effective Date, in conjunction with implementing fresh-start reporting, the Company changed its policies pertaining to the accounting for frequent flyer obligations. Frequent flyer obligations are now recognized on a deferred revenue method versus an incremental cost method. The impact of the changes to accounting for frequent flyer obligations on the Successor Company was a reduction of $26.0 million in mainline passenger revenue and an increase of $3.8 million in regional carrier revenue for the three months ended March 31, 2008. The following analysis by region outlines the Company’s performance as reported and excluding fresh-start related changes:

	Mainline									Total
	Domestic			Pacific			Atlantic			Mainline			Consolidated
As reported:
2008
Passenger revenues (in millions)	$	1,392		$	539		$	308		$	2,239		$	2,649
Increase (Decrease) from 2007:
Passenger revenues (in millions)	$	(23	)	$	24		$	36		$	37		$	155
Percent	(1.6		)%	4.7		%	13.2		%	1.7		%	6.2		%
Scheduled service ASMs (capacity)	(3.6		)%	(2.4		)%	16.4		%	(0.5		)%	2.0		%
Scheduled service RPMs (traffic)	(0.6		)%	(1.7		)%	11.3		%	0.7		%	3.2		%
Passenger load factor	2.5		pts.	0.7		pts.	(3.6		)pts.	1.0		pts.	1.0		pts.
Yield	(1.1		)%	6.6		%	1.7		%	0.9		%	2.9		%
Passenger RASM	2.0		%	7.5		%	(2.8		)%	2.2		%	4.1		%
Excluding fresh-start related changes:
2008
Passenger revenues (in millions)	$	1,396		$	557		$	312		$	2,265		$	2,671
Increase (Decrease) from 2007:
Passenger revenues (in millions)	$	(19	)	$	42		$	40		$	63		$	177
Percent	(1.3		)%	8.2		%	14.7		%	2.9		%	7.1		%
Yield	(0.8		)%	10.1		%	3.1		%	2.1		%	3.8		%
Passenger RASM	2.3		%	11.0		%	(1.5		)%	3.4		%	5.0		%

Regional Carrier Revenues. Regional carrier revenues increased 40.4 percent ($118 million) to $410 million primarily due to a 34.9 percent increase in available seat miles, resulting in a 4.1 percent improvement in unit revenue.

Cargo Revenues. Cargo revenues increased 4.8 percent ($9 million) to $198 million due primarily to a 4.1 percent improvement in yield.

Other Revenues. Other revenues increased 47.4 percent ($90 million) due to increased charter and partner revenues, and the portion of payments received from non-airline marketing partners for frequent flyer miles that is now recorded in Other Revenues.

Operating Expenses. Operating expenses increased $4.5 billion for the three months ended March 31, 2008 as compared to the three months ended March 31, 2007. As a result of the adoption of fresh-start reporting, the Company’s financial statements on or after June 1, 2007 are not comparable with its pre-emergence financial statements because they are, in effect, those of a new entity. The effects of fresh-start reporting and the impact of exit-related stock compensation expense on the Company’s Condensed Consolidated Statements of Operations are itemized in column (1). During the first quarter of 2008, the Company recorded impairment charges associated with aircraft and goodwill, the impacts are itemized in column (2). On April 24, 2007, Mesaba Aviation, Inc. was acquired by the Company and became a wholly-owned consolidated subsidiary, the impact of which is itemized in column (3). Excluding the items described above, the comparable year-over-year operating performance variances are itemized in column (4). The following table and notes present operating expenses for the three months ended March 31, 2008 and 2007 and describe significant year-over-year variances:

	Successor		Predecessor		Increase (Decrease) Due To:
	Three		Three		(1)			(2)		(3)			(4)
	Months		Months		Fresh-Start/												Total
	Ended		Ended		Exit-Related					Mesaba							Increase
	March 31,		March 31,		Stock Comp			Impairment		Net of							(Decrease)			Percent
(In millions)	2008		2007		Expense			Charges		Elimination			Operations			Note	from 2007			Change
Operating Expenses
Aircraft fuel and taxes	$	1,114	$	704	$	—		$	—	$	1		$	409		A	$	410		58.2	%
Salaries, wages and benefits	670		615		8			—		35			12			B	55			8.9
Aircraft maintenance													—
materials and repairs	221		184		—			—		10			27			C	37			20.1
Selling and marketing	193		191		—			—		—			2			D	2			1.0
Depreciation and amortization	148		121		(2		)	17		2			10			D	27			22.3
Other rentals and landing fees	138		141		—			—		5			(8		)	D	(3		)	(2.1	)
Aircraft rentals	93		96		—			—		—			(3		)	D	(3		)	(3.1	)
Regional carrier expenses	205		211		—			—		(54		)	48			E	(6		)	(2.8	)
Goodwill impairment	3,917		—		—			3,917		—			—			F	3,917			n/m
Other	481		409		—			—		11			61			G	72			17.6
Total operating expenses	$	7,180	$	2,672	$	6		$	3,934	$	10		$	558			$	4,508		168.7	%

A. Aircraft fuel and taxes increased due to a 49.7 percent increase in the average mainline fuel cost per gallon, excluding fuel taxes and mark-to-market adjustments related to fuel derivative contracts that will settle in future periods. During the first quarter of 2008, we recognized $5.3 million of net fuel derivative gains as reductions in fuel expense, including $12.3 million of unrealized losses related to fuel derivative contracts that will settle during the remainder of 2008.

B. Salaries, wages and benefits were relatively flat year-over-year after the effects of fresh-start reporting, exit-related stock compensation expense and the consolidation of Mesaba.

C. Aircraft maintenance materials and repairs increased largely due to increased engine repairs.

D. Selling and marketing expense, depreciation and amortization, other rentals and landing fees and aircraft rentals were relatively flat year-over-year. See “Item 1. Financial Statements, Note 12 – Aircraft Impairments” for information pertaining to aircraft-related impairments recorded during the first quarter.

E. Regional carrier expenses increased primarily due to higher fuel costs.

F. During the first quarter of 2008, the Company recorded a non-cash goodwill impairment charge to reduce the book value of Northwest’s equity to its implied fair value as of the Merger announcement date. See “Note 4 - Goodwill and Intangibles” for additional information.

G. Other expenses (which include MLT operating expenses, outside services, insurance, passenger food, personnel expenses, communication expenses and supplies) were higher versus prior year largely due to an increase in outside services with the shift to third party vendors versus internally staffed station operations. Increased personnel expenses and supplies also contributed to the variance.

Other Income and Expense. Non-operating expense decreased 82.6% ($408 million) year-over-year primarily due to the Company’s emergence from bankruptcy thus eliminating reorganization expenses. See “Item 1. Financial Statements, Note 7 – Reorganization Related Items” for additional information related to reorganization items.

Tax Expense (Benefit). Given recent loss experience, the Company provides a valuation allowance against tax benefits, principally for net operating losses in excess of its deferred tax liability. It is more likely than not that future deferred tax assets will require a valuation allowance to be recorded to fully reserve against the uncertainty that those assets would be realized. See “Item 1. Financial Statements, Note 8 – Income Taxes” for additional discussion of the Company’s tax accounts.

Liquidity and Capital Resources

Cash Flows. Liquidity increased by $209 million during the three months ended March 31, 2008, primarily due to net cash provided by operating activities.

Operating Activities. Net cash provided by operating activities for the three months ended March 31, 2008 was $362 million, which compares with $634 million of cash provided by operating activities for the three months ended March 31, 2007. The decrease in year-over-year net cash provided by operations was primarily due to reduced net income in 2008 and the 2007 increase in operating cash flows due to the release of bankruptcy-related vendor holdbacks.

Investing Activities. Investing activities during the three months ended March 31, 2008 included the contribution of $213 million for a minority ownership interest in Midwest Air Partners, LLC which in turn purchased Midwest Air Group, Inc. during the quarter and the purchase of six CRJ900 and eight Embraer 175 aircraft and other related costs. Other related costs included engine purchases, costs to commission aircraft before entering revenue service, deposits on ordered aircraft, facility improvements and ground equipment purchases. Additionally, during the three months ended March 31, 2008, the Company had decreases in restricted cash, cash equivalents and short-term investments, proceeds from the sales of short-term investments and sold its Class A Preferred share to Pinnacle for a purchase price of $20 million. Investing activities for the three months ended March 31, 2007 included increases in the Company’s restricted cash, cash equivalents and short-term investments balances due to additional funding of the Company’s irrevocable tax trust, and proceeds from the International Association of Machinists and Aerospace Workers (“IAM”) claim sale which were distributed to employees in April of 2007 as well as the purchase of two A330-300 and other related costs.

Financing Activities. Financing activities during the three months ended March 31, 2008 consisted primarily of the financing of six CRJ900 and eight Embraer 175 aircraft with long-term debt and scheduled debt payments. Financing activities in the three months ended March 31, 2007 consisted primarily of scheduled debt payments.

The Company also financed the delivery of two Airbus A330-300 aircraft during the three months ended March 31, 2007 through non-cash transactions with the manufacturer, which are reflected as long-term debt on the Company’s Condensed Consolidated Balance Sheets, but are not classified as a cash flow activity. In connection with the acquisition of these aircraft, the Company entered into long-term debt arrangements. Under these arrangements, the aggregate amount of debt incurred totaled approximately $167 million.

Investing activities affecting cash flows and non-cash financing transactions related to the initial acquisition of aircraft consisted of the following for the three months ended March 31, 2008 and 2007:

	Investing Activities Affecting Cash Flows		Non-cash Financing Transactions
	2008	2007	2008	2007
Airbus A330-300	—	—	—	2
CRJ900	6	—	—	—
Embraer 175	8	—	—	—
	14	—	—	2

Debt. Maturities of long-term debt, excluding capital lease obligations, through December 31, 2012, are as follows (in millions):

remainder of 2008	$	355
2009	598
2010	445
2011	620
2012	452

On August 21, 2006, the Predecessor Company entered into a $1.225 billion Senior Corporate Credit Facility (“Bank Credit Facility”), formerly called the DIP/Exit Facility, consisting of a $1.05 billion term loan facility and a $175 million revolving credit facility which has been fully drawn since the inception of the Bank Credit Facility. The final maturity date of the Bank Credit Facility is August 21, 2013. Principal on the term loan portion of the Bank Credit Facility will be repaid at 1.0% per year with the balance (94%) due at maturity. The first such principal repayment was made on August 21, 2007. Loans drawn under the $175 million revolving credit facility may be borrowed and repaid at the Company’s discretion. Up to $75 million of the revolving credit facility may be utilized by the Company as a letter of credit facility. As amended in March 2007, both loan facilities under the Bank Credit Facility bear interest at LIBOR plus 2.00%. Letter of credit fees will be charged at the same credit spread as on the borrowings plus 12.5 basis points. To the extent that the revolving credit facility is not utilized, the Company is required to pay an undrawn commitment fee of 50 basis points per annum. The Bank Credit Facility received a credit rating of BB from Standard & Poor’s Rating Services (“S&P”) and a Ba3 from Moody’s Investors Service, Inc. (“Moody’s”) and is secured by a first lien on the Company’s Pacific Route authorities. The March 2007 amendment also allowed the Company to grant pari-passu liens in the Pacific Route authorities to secure up to $150 million of exposure arising from hedging trades entered into with Bank Credit Facility lenders. The interest rate as of March 31, 2008 was 4.87% on both the term loan facility and the revolving credit facility.

Number of		Required
Months Covered	Period Ending	Coverage Ratio
Three	June 30, 2009.	1.00 to 1.0
Six	September 30, 2009	1.10 to 1.0
Nine	December 31, 2009	1.20 to 1.0
Twelve	March 31, 2010	1.30 to 1.0
Twelve	June 30, 2010	1.40 to 1.0
Twelve	September 30, 2010 and each quarter ending thereafter	1.50 to 1.0

Although the Company was in compliance with all required financial covenants as of March 31, 2008, continued compliance depends on many factors, some of which are beyond the Company’s control, including the overall industry revenue environment and the level of fuel costs.

Aircraft Commitments. Committed expenditures for aircraft and related equipment, including estimated amounts for contractual price escalations and predelivery deposits, will be approximately (in millions):

remainder of 2008	$	869
2009	374
2010	854
2011	282
2012	632

Pension Funding Obligations. The Company has several defined benefit pension plans and defined contribution 401(k)-type plans covering substantially all of its employees. Northwest froze future benefit accruals for its defined benefit Pension Plans for Salaried Employees, Pilot Employees, and Contract Employees effective August 31, 2005, January 31, 2006, and September 30, 2006, respectively. Replacement pension coverage is provided for these employees through 401(k)-type defined contribution plans including the Pilot Money Purchase Plan or, in the case of IAM represented employees, the IAM National Multi-Employer Plan.

The Pension Protection Act of 2006 (“2006 Pension Act”) was signed into law on August 17, 2006. The 2006 Pension Act allows commercial airlines to elect special funding rules for defined benefit plans that are frozen. The unfunded liability for a frozen defined benefit plan may be amortized over a fixed 17-year period. The unfunded liability is defined as the actuarial liability calculated using an 8.85% interest rate minus the fair market value of plan assets. Northwest elected the special funding rules for frozen defined benefit plans under the 2006 Pension Act effective October 1, 2006. As a result of this election (1) the funding waivers that Northwest received for the 2003 plan year contributions were deemed satisfied under the 2006 Pension Act, and (2) the funding standard account for each Plan had no deficiency as of September 30, 2006. New contributions that came due under the 2006 Pension Act funding rules were paid while Northwest was in bankruptcy and must continue to be paid going forward. If the new contributions are not paid, the future funding deficiency that would develop will be based on the regular funding rules rather than the special funding rules.

It is Northwest’s policy to fund annually at least the minimum contribution as required by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Critical Accounting Estimates

Goodwill Impairment. The Company tests the carrying amount of goodwill and other indefinite-lived intangible assets annually as of October 1 or whenever events or circumstances indicate that impairment may have occurred. Impairment testing is performed in accordance with SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”). The Company is annually required to complete Step 1 (determining and comparing the fair value of the Company’s reporting unit to its carrying value) of the impairment test. Step 2 is required to be completed if Step 1 indicates that the carrying value of the reporting unit exceeds the fair value and involves the calculation of the implied fair value of goodwill. Step 2 of the goodwill impairment test involves measuring the Company’s other assets and liabilities at fair value to calculate an implied fair value of goodwill and measure the amount of impairment, if any.

In completing our first quarter evaluation, we considered the impact of current high fuel prices, Northwest’s recent stock price, other industry trends and the equity value of Northwest implied by the recent Merger announcement and have determined that impairment to goodwill is required. To make this determination, the Company compared the carrying value of its equity to its fair value. For purposes of this evaluation, fair value has been determined based on the implied market value of Northwest’s equity in the announced transaction. As a result of this evaluation, the Company recorded a non-cash goodwill impairment charge of $3.9 billion, or $14.94 per basic and diluted share for the quarter ended, our best estimate of impairment as of the filing date.

Due to the limited time available between the announcement date and the Company’s Form 10-Q filing date, there was insufficient time to complete Step 2 of the goodwill impairment test and calculate the implied fair value of goodwill as described in SFAS No. 142. Once Step 2 of the goodwill impairment test is completed during the second quarter, the amount of impairment recorded could increase or decrease. See “Item 1. Financial Statements, Note 4 – Goodwill and Intangibles” for additional information regarding the goodwill impairment.

The estimates and assumptions made in this valuation are inherently subject to significant uncertainties and the resolution of contingencies beyond the reasonable control of the Company. Accordingly, there can be no assurance that the estimates, assumptions, and amounts reflected in the valuations will be realized, and actual results could vary materially. Moreover, the market value of the Company’s common stock may differ materially from the equity valuation.

Other Information

~~Foreign Currency~~Forward-Looking Statements. Certain ~~The~~of the ~~Company~~statements ismade ~~exposed~~throughout toManagement’s ~~the effect~~Discussion and Analysis of Financial ~~foreign~~Condition ~~currency~~and ~~exchange~~Results ~~rate~~of ~~fluctuations~~Operations onand ~~the~~elsewhere ~~U.S.~~in ~~dollar~~this ~~value~~quarterly ofreport ~~foreign~~are ~~currency-denominated~~not ~~operating~~purely ~~revenues~~historical ~~and~~facts, ~~expenses.~~including ~~The~~statements ~~Company’s~~regarding our ~~largest~~beliefs, ~~exposure~~expectations, ~~comes~~intentions ~~from~~or ~~the~~strategies ~~Japanese~~for ~~yen.~~the ~~From~~future, ~~time~~may tobe ~~time,~~“forward-looking statements” under the ~~Company uses~~Private ~~financial~~Securities ~~instruments~~Litigation toReform ~~hedge~~Act ~~its~~of ~~exposure~~1995. All toforward-looking ~~the~~statements ~~Japanese~~involve ~~yen.~~a ~~Hedging~~number ~~gains~~of orrisks ~~losses~~and ~~are~~uncertainties ~~recorded~~that incould ~~accumulated~~cause ~~other~~actual ~~comprehensive~~results ~~income~~to ~~(loss)~~differ materially ~~until~~from the ~~associated transportation is provided~~plans, atintentions ~~which~~and ~~time~~expectations ~~they~~reflected ~~are recognized~~in ~~as an increase~~ or ~~decrease~~suggested inby ~~revenue.~~the forward-looking ~~The Company hedged 8~~statements.6 For examples ~~billion~~of ~~yen~~such ofrisks ~~its~~and ~~yen-denominated~~uncertainties, ~~sales~~please ~~during~~see the ~~three~~cautionary ~~months~~statements ~~ended March 31,~~contained ~~2008, resulting~~ in an“Item ~~effective rate of 108~~1A.0 ~~yen~~Risk ~~per~~Factors” ~~U.S.~~of ~~dollar on exercised options,~~ the ~~prevailing~~Company’s ~~average~~2008 ~~contract~~Form 10-K. All ~~rate~~forward ~~for~~looking ~~the~~statements ~~period.~~speak ~~The~~only ~~Company did~~as ~~not~~of ~~hedge~~the ~~any~~date ofmade, ~~its~~and ~~yen-denominated~~we ~~sales~~undertake ~~during~~no ~~the~~obligation ~~three~~to ~~months~~update ~~ended~~any ~~March 31,~~forward-looking ~~2007.~~statements ~~The~~to ~~average~~reflect ~~market~~events ~~yen~~or ~~rate~~circumstances ~~for~~that ~~the~~may ~~quarters~~arise ~~ended~~after ~~March 31,~~the ~~2008~~date of ~~and~~this ~~2007 was 107~~release.~~8 and 119.2, respectively.~~

On occasion, the Company uses forward contracts, collars or put options to hedge a portion of its anticipated yen-denominated sales. The changes in market value of such instruments have historically been highly effective at offsetting exchange rate fluctuations in yen-denominated sales. As of March 31, 2008, the Company had hedged approximately 47.6% of its anticipated yen-denominated sales for the remainder of 2008 and 21.3% of its anticipated 2009 yen-denominated sales. The 2008 Japanese yen hedges consist of forward contracts which hedge approximately 37.9% of remaining yen-denominated sales at an average rate of 109.3 yen per U.S. dollar and collar options which hedge approximately 9.7% of remaining yen-denominated sales with a rate range between 102.4 and 116.4 yen per U.S. dollar. The 2009 Japanese yen hedges consist of forward contracts which hedge approximately 15.0% of its 2009 anticipated yen-denominated sales at an average rate of 98.6 yen per U.S. dollar and collar options which hedge approximately 6.3% of remaining yen-denominated sales with a rate range between 99.5 and 103.5 yen per U.S. dollar. As of March 31, 2008, a $49.7 million unrealized loss was outstanding in accumulated other comprehensive income associated with the Japanese yen hedge contracts. The Company did not hedge any of its yen-denominated sales during the three months ended March 31, 2007 and as of March 31, 2007 had no hedges in place for its remaining 2007 yen-denominated sales.23

AsTable of March 31, 2008, the Company had also hedged approximately 66.2% of its remaining 2008 anticipated Canadian dollar denominated sales with forward contracts at an average rate of 1.0009 Canadian dollars per U.S. dollar. An $8.2 million unrealized gain was outstanding in accumulated other comprehensive income associated with the Canadian dollar hedge contracts, as of March 31, 2008. The Company did not hedge any of its Canadian dollar denominated sales during the three months ended March 31, 2007 and as of March 31, 2007 had no hedges in place for its remaining 2007 Canadian dollar denominated sales. The average Canadian dollar to U.S. dollar exchange rate for the quarters ended March 31, 2008 and 2007 was 1.00 and 1.17, respectively.Contents

Counterparties to these financial instruments expose the Company to credit loss in the event of nonperformance, but the Company does not expect any of the counterparties to fail to meet their obligations. The amount of such credit exposure is generally the unrealized gains, if any, in such contracts. To manage credit risks, the Company selects counterparties based on credit ratings, limits exposure to any single counterparty and monitors the market position with each counterparty. It is the Company’s practice to participate in foreign currency hedging transactions with a maximum span of 24 months.

Aircraft Fuel. The Company is exposed to the effect of changes in the price and availability of aircraft fuel. In order to provide a measure of control over price and supply, the Company trades and ships fuel and maintains fuel storage facilities to support its flight operations. To further manage the price risk of fuel costs, the Company primarily utilizes futures contracts traded on regulated futures exchanges, swap agreements and options.

As of March 31, 2008, the Company had economically hedged the price of approximately 30% of its projected fuel requirements for the remainder of 2008, through a combination of crude oil collars and three-way collars. All of the Company’s existing fuel derivative contracts expire on or before December 31, 2008. The collars, which hedge the price of approximately 22% of the Company’s expected fuel requirements for the remainder of 2008, provide upside protection beginning, on average, with a crude oil equivalent price of $103.05 per barrel, and payment obligations beginning, on average, with a crude oil equivalent price of $87.02 per barrel. The three-way collars, which hedge the price of approximately 8% of the Company’s expected fuel requirements for the remainder of 2008, provide upside protection beginning, on average, with a crude oil equivalent price of $104.92 per barrel and capped, on average, at $118.92 per barrel, and payment obligations beginning, on average, with a crude oil equivalent price of $94.19 per barrel.

The Company currently has no fuel derivative contracts outstanding that are designated for special hedge accounting treatment, and therefore had no related unrealized gains (losses) in accumulated other comprehensive income (loss) as of March 31, 2008. The Company records any changes in the contracts’ values as mark-to-market adjustments through the Consolidated Statement of Operations on a monthly basis. During the three months ended March 31, 2008, the Company recognized $5.3 million of net fuel derivative gains as reductions in fuel expense, including $12.3 million of unrealized losses related to fuel derivative contracts that will settle during the remainder of 2008. Effective June 2007, the Company began allocating mark-to-market adjustments to regional carrier expense for fuel consumed by our non-consolidated Airlink partners. For the three months ended March 31, 2008, the Company recognized $0.5 million of fuel derivative net gains as reductions in regional carrier expense, including $1.1 million of unrealized losses related to fuel derivative contracts that will settle during the remainder of 2008.

As of March 31, 2007, the Company had hedged the price of approximately 39% of its projected fuel requirements for the remainder of 2007 through a combination of collar options and fixed price swap agreements. The collar options, which hedged the price of approximately 29% of the Company’s projected fuel requirements for the remainder of 2007, consisted of crude oil put options with a price range of $53 to $56.70 per barrel, and related call options at a price of $72 per barrel. The fixed price crude oil swap agreements, which hedged the price of approximately 10% of the Company’s projected fuel requirements for the remainder of 2007, included agreements with a price range of $62 to $64.98 per barrel. Net gains of $22.6 million were recorded as reductions in fuel expense during the three months ended March 31, 2007.

Interest Rates. The Company’s earnings are also affected by changes in interest rates due to the impact those changes have on its interest expense from floating rate debt instruments. During June 2006, the Company entered into individual interest rate cap hedges related to three floating rate debt instruments, with a total cumulative notional amount of $429 million. Additionally, during February 2008, the Company entered into individual interest rate swap hedges related to two floating rate debt instruments, with a total cumulative notional amount of $928 million. The objective of the interest rate cap and swap hedges is to protect the anticipated payments of interest (cash flows) on the designated debt instruments from adverse market interest rate changes. The maturity date of each of the interest rate cap and swap hedges corresponds exactly with the maturity dates of the designated debt instruments. As of March 31, 2008, the Company has recorded $16.8 million of unrealized losses in accumulated other comprehensive income (loss) associated with these hedges.

War Risk Insurance. Following September 11, 2001, aviation insurers significantly increased airline insurance premiums and reduced the maximum amount of coverage available to airlines for certain types of claims. In addition, our insurance costs increased significantly following the 2005 Hurricane Katrina and Hurricane Rita events. Our total aviation and other insurance expenses were $7.1 million higher for the three months ended March 31, 2008 than the three months ended March 31, 2000. The FAA is currently providing aviation war risk insurance as required by the Homeland Security Act of 2002 as amended by the Consolidated Appropriations Act of 2005 and subsequently by the Continuing Appropriations Resolution 2007. However, following multiple extensions, this coverage is scheduled to expire on August 31, 2008. While the government may again extend the period that it provides excess war risk coverage, there is no assurance that this will occur, or if it does, how long the extension will last, what will be included in the coverage, or at what cost the coverage will be provided. Should the U.S. government stop providing war risk insurance in its current form to the U.S. airline industry, it is expected that the premiums charged by commercial aviation insurers for this coverage, if available at all, would be substantially higher than the premiums currently charged by the government, the maximum amount of coverage available would be reduced, and the type of coverage could be more restrictive. Commercial aviation insurers could further increase insurance premiums and reduce or cancel coverage, in the event of a new terrorist attack or other events adversely affecting the airline industry. Significant increases in insurance premiums could negatively impact our financial condition and results of operations. If we are unable to obtain adequate war risk insurance, our business could be materially and adversely affected.

If we were to be involved in an accident, we could be exposed to significant tort liability. Although we carry insurance to cover damages arising from such accidents, resulting tort liability could be higher than our policy limits which could negatively impact our financial condition.

Open Skies Air Services Agreement. In April 2007, the U.S. and the European Union (“E.U.”) approved an “open skies” air services agreement that provides airlines from the U.S. and E.U. Member States open access to each others’ markets, with freedom of pricing and unlimited rights to fly beyond the U.S. and beyond each E.U. Member State. Under the open skies agreement, which went into effect on March 30, 2008, every U.S. and E.U. airline is authorized to operate between airports in the U.S. and London’s Heathrow, Gatwick and other airports. As a result of the open skies agreement, the Company announced an expansion of its transatlantic route network with three new daily nonstop flights to London Heathrow from Detroit, Minneapolis/St. Paul and Seattle. Service from Minneapolis/St. Paul began on March 29, 2008 with an arrival at London Heathrow on March 30, 2008. Nonstop service from Detroit and Seattle is scheduled to begin on May 1, 2008 and June 1, 2008, respectively.

Tentative Approval of Six-Way Antitrust Immunity. On June 28, 2007, Northwest and KLM, together with Air France, Delta, Alitalia, and CSA Czech Airlines filed a joint application for antitrust immunity with the DOT. The DOT tentatively approved the application on April 9, 2008. Final approval is expected to follow after the DOT reviews the final round of comments to its “show cause” order, and would enable the carriers to expand their transatlantic networks by coordinating schedules and services with a single, customer-focused objective.

Forward-Looking Statements. Certain of the statements made throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this quarterly report are not purely historical facts, including statements regarding our beliefs, expectations, intentions or strategies for the future, may be “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, the ability of the company to operate pursuant to the terms of its financing facilities (particularly the related financial covenants), the ability of the company to attract, motivate and/or retain key executives and associates, the future level of air travel demand, the company’s future passenger traffic and yields, the airline industry pricing environment, increased costs for security, the cost and availability of aviation insurance coverage and war risk coverage, the general economic condition of the U.S. and other regions of the world, the price and availability of jet fuel, the war in Iraq, the possibility of additional terrorist attacks or the fear of such attacks, concerns about Severe Acute Respiratory Syndrome (SARS) and other influenza or contagious illnesses, labor strikes, work disruptions, labor negotiations both at other carriers and the company, difficulties in integrating the operations of the company and Delta following the Merger, low cost carrier expansion, capacity decisions of other carriers, actions of the U.S. and foreign governments (including conditions imposed by U.S. or foreign governments to obtain regulatory approval for the Merger), foreign currency exchange rate fluctuations and inflation. Other factors include the possibility that the Merger may not close, including due to the failure to receive required stockholder or regulatory approvals, or the failure of other closing conditions. Northwest cautions that the foregoing list of factors is not exclusive. Additional information with respect to the factors and events that could cause differences between forward-looking statements and future actual results is contained in the company’s Securities and Exchange Commission filings, including the company’s Annual Report on Form 10-K for the year ended December 31, 2007 and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. We undertake no obligation to update any forward-looking statements to reflect events or circumstances that may arise after the date of this release.

Developments in any of these areas, as well as other risks and uncertainties detailed from time to time in the Company’s Securities and Exchange Commission filings, could cause the Company’s results to differ from results that have been or may be projected by or on behalf of the Company. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These statements deal with the Company’s expectations about the future and are subject to a number of factors that could cause actual results to differ materially from the Company’s expectations. All subsequent written or oral forward-looking statements attributable to the Company, or persons acting on behalf of the Company, are expressly qualified in their entirety by the factors described above.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~Information required by~~Omitted ~~this item is provided~~ under the ~~captions~~reduced ~~“Foreign~~disclosure ~~Currency”~~format ~~and~~permitted ~~“Aircraft~~by ~~Fuel” within~~General ~~“Management’s~~Instruction ~~Discussion and Analysis~~ H(2)(c) of ~~Financial Condition and Results~~ ~~of Operations” in this Quarterly Report on~~ Form 10-Q. ~~Also see “Item 7a. Quantitative and Qualitative Disclosures About Market Risk” in the Company’s 2007 Form 10-K.~~

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures –— As of March 31, ~~2008~~2009, ~~management~~ management performed an evaluation under the supervision and with the participation of the Company’s President and Chief ~~Executive~~Operating Officer and ~~Executive~~ Vice President and Chief Financial Officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures covered in this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s President and Chief ~~Executive~~Operating Officer and ~~Executive~~ Vice President and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be disclosed in the Company’s periodic ~~reports~~report filed with the SEC as of the end of such period.

Changes in Internal Control –— There was no change in the Company’s internal control over financial ~~reporting~~ reporting that occurred during the Company’s fiscal first quarter ended March 31, ~~2008~~2009 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Management will continue to evaluate our internal control over financial reporting as we execute merger integration activities because integration activities could materially affect the internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Reference is made to “Item 3. Legal Proceedings” in the Company’s ~~2007~~2008 Form 10-K for a discussion of other legal proceedings.

Northwest Airlines, Inc. v. Filipas, et al (U.S. Dist. Ct. Minnesota, Case 07-CIV-4803 (JNE/JJG)). On December 12, 2007, Northwest Airlines, Inc. filed a declaratory judgment action against six of its employee pilots seeking a declaration that its recently implemented Target Benefit Pension Plan (collectively bargained for with the Air Line Pilots Association) does not violate any applicable prohibitions against age discrimination, including under ERISA. The court has certified a defendant class of all employee pilots who will receive less under the new target plan than they would have received under the predecessor plan that provided benefits to pilots on a “flat percentage” or “pro rata to pay” basis. On January 26, 2009, the District Court granted summary judgment in favor of Northwest on its claim as well as the defendants’ counterclaims. Claims by the employee pilots against the Air Line Pilots Association remain pending in the case and consequently no final order has been entered.

Item 1A. Risk Factors.

See Part I, Item 1A., “Risk Factors,” of the ~~2007~~ Company’s 2008 Form 10-K for a detailed discussion of the risk factors affecting the Company. There ~~The~~have ~~information~~been ~~below~~no ~~provides~~material ~~updates~~changes tofrom the ~~previously disclosed~~ risk factors ~~and~~described ~~should be read~~ in ~~conjunction with~~ the ~~risk factors and information disclosed in the~~ Company’s ~~2007~~2008 Form 10-K.

~~Risks~~Item ~~Relating~~6. ~~to the Pending Merger with Delta Air Lines~~Exhibits.

~~Uncertainty about the merger and diversion of management could harm us or the combined company, whether or not the merger is completed.~~(a) Exhibits:

In response to the announcement of the merger, current and prospective employees could experience uncertainty about their future with us or the combined company. These uncertainties may impair our ability to retain, recruit or motivate key personnel. Completion of the merger will also require a significant amount of time and attention from our management. The diversion of management attention away from ongoing operations could adversely affect our business relationships. If the merger is not completed by the end of 2008 as currently anticipated, the adverse effects of these uncertainties and the diversion of management could be exacerbated by the delay.

10.1	Fourth Amendment to Airline Operating Agreement and Terminal Building Lease Minneapolis-St. Paul International Airport dated as of February 6, 2009 by and between the Metropolitan Airports Commission and Northwest Airlines, Inc.

10.2	Second Amendment dated as of March 30, 2009 to the Credit Agreement dated as of October 29, 2008 among Northwest Airlines, Inc., Northwest Airlines Corporation, certain subsidiaries of Northwest Airlines, Inc., various lenders and U.S. Bank National Association, as Administrative Agent.

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.

~~Failure to complete the merger for regulatory or other reasons could adversely affect our stock price and our future business and financial results.~~24

~~Completion~~Table of the merger is conditioned upon, among other things, the receipt of certain regulatory and antitrust approvals, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, approval of our and Delta Air Lines’ stockholders. There is no assurance that we will receive the necessary approvals or satisfy the other conditions necessary for completion of the merger. Failure to complete the pending merger would prevent us from realizing the anticipated benefits of the merger. We will also incur transaction costs, whether or not the merger is completed. In addition, the current market price of our common stock may reflect a market assumption that the merger will occur, and a failure to complete the merger could result in a negative perception by the market of us generally and a resulting decline in the market price of our common stock.Contents

31SIGNATURE

~~The~~Pursuant ~~anticipated~~to ~~benefits~~the requirements of Section 13 or 15(d) of the ~~merger~~Securities ~~may~~Exchange ~~not~~Act beof ~~realized~~1934, ~~fully~~the orRegistrant athas duly ~~all~~caused orthis ~~may~~report ~~take~~to ~~longer~~be tosigned ~~realize~~on ~~than~~its ~~expected~~behalf by the undersigned, thereunto duly authorized this 24th day of April 2009.

~~The~~NORTHWEST ~~merger~~AIRLINES ~~involves~~CORPORATION ~~the integration~~By of/s/ ~~two~~Anna ~~companies that have previously operated independently~~M. ~~Prior to~~Schaefer ~~announcement,~~Anna ~~we did not conduct any integration planning for the two companies~~M. ~~The~~Schaefer ~~two~~Vice ~~companies~~President ~~will~~— ~~devote~~Finance ~~significant management attention~~ and ~~resources~~ toChief ~~integrating~~Accounting ~~the~~Officer ~~two~~(principal ~~companies.~~accounting Delays in this process could adversely affect the combined company’s business, financial results, financial condition and stock price. Even if we are able to integrate our business operations successfully, there can be no assurance that this integration will result in the realization of the full benefits of synergies, cost savings, innovation and operational efficiencies that we currently expect from this integration or that these benefits will be achieved within the anticipated time frame.officer)

~~Additionally,~~EXHIBIT as a condition to their approval of the merger, regulatory agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of the combined company’s business. If we agree to these requirements, limitations, costs, divestitures or restrictions, our ability to realize the anticipated benefits of the merger may be impaired.INDEX

Any “ownership change” could limit our ability to utilize our net operating loss carryforwards.

Exhibit No.		Description

10.1		Fourth Amendment to Airline Operating Agreement and Terminal Building Lease Minneapolis-St. Paul International Airport dated as of February 6, 2009 by and between the Metropolitan Airports Commission and Northwest Airlines, Inc.

10.2		Second Amendment dated as of March 30, 2009 to the Credit Agreement dated as of October 29, 2008 among Northwest Airlines, Inc., Northwest Airlines Corporation, certain subsidiaries of Northwest Airlines, Inc., various lenders and U.S. Bank National Association, as Administrative Agent.

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.

Under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), a corporation is generally allowed a deduction in any taxable year for net operating losses carried over from prior years. As of December 31, 2007, the Company had approximately $3.6 billion of federal and state net operating loss (“NOL”) carryforwards. A corporation’s use of its NOL carryforwards is generally limited under Section 382 of the Internal Revenue Code if a corporation undergoes an “ownership change.” However, when an “ownership change” occurs pursuant to the implementation of a plan of reorganization under the Bankruptcy Code (as was the case on the Effective Date of the Company’s Plan), special rules in either Section 382(l)(5) or Section 382(l)(6) of the Internal Revenue Code apply instead of the general Section 382 limitation rules. In general terms, Sections 382(l)(5) or (l)(6) allow for a more favorable utilization of a company’s NOL carryforwards than would otherwise have been available following an “ownership change” not in connection with a plan of reorganization.25

Completion of the merger may result in a second ownership change under Section 382. Pursuant to the Merger Agreement, the Company will elect out of Section 382(l)(5). In that case, Section 382(l)(6) will be applicable to the ownership change that occurred pursuant to the Plan of Reorganization. Nonetheless, a second ownership change could further limit the Company’s ability to utilize its NOL carryforwards for taxable years including or following the subsequent “ownership change.”

Item 6.	Exhibits.
(a)	Exhibits:
	2.1	Agreement and Plan of Merger, dated as of April 14, 2008, by and among Delta Air Lines, Inc., Nautilus Merger Corporation and Northwest Airlines Corporation (filed as Exhibit 2.1 to NWA Corp.’s Current Report on Form 8-K filed on April 18, 2008 and incorporated herein by reference).
	*10.1	Third Amendment of Northwest Airlines Excess Pension Plan for Salaried Employees (2001 Restatement).
	*10.2	Amendment No. 1 to the Northwest Airlines Corporation Key Employee Annual Cash Incentive Program.
	*10.3	Amendment No. 1 to the Northwest Airlines, Inc. 2003 Long Term Cash Incentive Plan.
	*10.4	Amendment No. 1 to Form of Award Agreement for the Northwest Airlines, Inc. 2003 Long Term Cash Incentive Plan.
	*10.5	Amendment No. 2 to the Northwest Airlines Corporation 2007 Stock Incentive Plan.
	*10.6	Amendment No. 1 to Form of Award Agreement for Non-Qualified Stock Options Granted to Directors under the Northwest Airlines Corporation 2007 Stock Incentive Plan.

	*10.7	Amendment No. 1 to Form of Award Agreement for Non-Qualified Stock Options Granted to Employees under the Northwest Airlines Corporation 2007 Stock Incentive Plan.
	*10.8	Amendment No. 1 to Form of Award Agreement for Restricted Stock Units Granted to Directors under the Northwest Airlines Corporation 2007 Stock Incentive Plan.
	*10.9	Amendment No. 1 to Form of Award Agreement for Restricted Stock Units (Settled in Stock) Granted to Employees under the Northwest Airlines Corporation 2007 Stock Incentive Plan.
	*10.10	Amendment No. 1 to Form of Award Agreement for Restricted Stock Units (Settled in Cash) Granted to Employees under the Northwest Airlines Corporation 2007 Stock Incentive Plan.
	*10.11	Amendment No. 1 to Form of Award Agreement for Stock Appreciation Rights Granted to Employees under the Northwest Airlines Corporation 2007 Stock Incentive Plan.
	*10.12	Northwest Airlines, Inc. 2008 Retention Plan.
	*10.13	Retention Agreement and Amendment to Management Compensation Agreement dated as of April 14, 2008 between Northwest Airlines, Inc. and Douglas M. Steenland.
	*10.14	Form of Amendment to Management Compensation Agreements between Northwest Airlines, Inc. and Named Executive Officers.
	*10.15	Amended and Restated Management Compensation Agreement dated as of April 14, 2008 between Northwest Airlines, Inc. and Neal S. Cohen.
	*10.16	Management Compensation Agreement dated as of April 14, 2008 between Northwest Airlines, Inc. and David M. Davis.
	*10.17	Management Compensation Agreement dated as of April 14, 2008 between Northwest Airlines, Inc. and Andrew C. Roberts.
	12.1	Computation of Ratio of Earnings to Fixed Charges.
	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.
	32.1	Section 1350 Certification of Chief Executive Officer.
	32.2	Section 1350 Certification of Chief Financial Officer.

*Compensatory plans in which directors and executive officers of NWA Corp. and Northwest participate.

SIGNATURE

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 this 30th day of April 2008.

NORTHWEST AIRLINES CORPORATION By /s/ Anna M. Schaefer Anna M. Schaefer Vice President – Finance and Chief Accounting Officer (principal accounting officer)

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of April 14, 2008, by and among Delta Air Lines, Inc., Nautilus Merger Corporation and Northwest Airlines Corporation (filed as Exhibit 2.1 to NWA Corp.’s Current Report on Form 8-K filed on April 18, 2008 and incorporated herein by reference).
*10.1		Third Amendment of Northwest Airlines Excess Pension Plan for Salaried Employees (2001 Restatement).
*10.2		Amendment No. 1 to the Northwest Airlines Corporation Key Employee Annual Cash Incentive Program.
*10.3		Amendment No. 1 to the Northwest Airlines, Inc. 2003 Long Term Cash Incentive Plan.
*10.4		Amendment No. 1 to Form of Award Agreement for the Northwest Airlines, Inc. 2003 Long Term Cash Incentive Plan.
*10.5		Amendment No. 2 to the Northwest Airlines Corporation 2007 Stock Incentive Plan.
*10.6		Amendment No. 1 to Form of Award Agreement for Non-Qualified Stock Options Granted to Directors under the Northwest Airlines Corporation 2007 Stock Incentive Plan.
*10.7		Amendment No. 1 to Form of Award Agreement for Non-Qualified Stock Options Granted to Employees under the Northwest Airlines Corporation 2007 Stock Incentive Plan.
*10.8		Amendment No. 1 to Form of Award Agreement for Restricted Stock Units Granted to Directors under the Northwest Airlines Corporation 2007 Stock Incentive Plan.
*10.9		Amendment No. 1 to Form of Award Agreement for Restricted Stock Units (Settled in Stock) Granted to Employees under the Northwest Airlines Corporation 2007 Stock Incentive Plan.

*10.10		Amendment No. 1 to Form of Award Agreement for Restricted Stock Units (Settled in Cash) Granted to Employees under the Northwest Airlines Corporation 2007 Stock Incentive Plan.
*10.11		Amendment No. 1 to Form of Award Agreement for Stock Appreciation Rights Granted to Employees under the Northwest Airlines Corporation 2007 Stock Incentive Plan.
*10.12		Northwest Airlines, Inc. 2008 Retention Plan.
*10.13		Retention Agreement and Amendment to Management Compensation Agreement dated as of April 14, 2008 between Northwest Airlines, Inc. and Douglas M. Steenland.
*10.14		Form of Amendment to Management Compensation Agreements between Northwest Airlines, Inc. and Named Executive Officers.
*10.15		Amended and Restated Management Compensation Agreement dated as of April 14, 2008 between Northwest Airlines, Inc. and Neal S. Cohen.
*10.16		Management Compensation Agreement dated as of April 14, 2008 between Northwest Airlines, Inc. and David M. Davis.
*10.17		Management Compensation Agreement dated as of April 14, 2008 between Northwest Airlines, Inc. and Andrew C. Roberts.
12.1		Computation of Ratio of Earnings to Fixed Charges.
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.
32.1		Section 1350 Certification of Chief Executive Officer.
32.2		Section 1350 Certification of Chief Financial Officer.

*Compensatory plans in which directors and executive officers of NWA Corp. and Northwest participate.

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