- Quarterly Report (10-Q)

Table of Contents

 

 

 

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, 2009

 

Commission File Number: 1-15285

 

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)

 

[phone]

(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

 

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).

 

 

 

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NORTHWEST AIRLINES CORPORATION

 

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements.
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	24
Item 4.	Controls and Procedures.	24
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	24
Item 1A.	Risk Factors.	24
Item 6.	Exhibits.	24
SIGNATURE		25
EXHIBIT INDEX		25

 

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PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements.

 

NORTHWEST AIRLINES CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

		Post-Merger			Pre-Merger
		Three Months			Three Months
		Ended			Ended
		March 31,			March 31,
(Unaudited, in millions except per share amounts)		2009			2008
Operating Revenues
Passenger		$	1,794		$	2,302
Regional carrier revenues		443			406
Cargo		92			197
Other		269			229
Total operating revenues		2,598			3,134
Operating Expenses
Aircraft fuel and related taxes		586			1,115
Salaries and related costs		748			728
Contract carrier arrangements		190			264
Depreciation and amortization		127			148
Aircraft maintenance materials and outside repairs		155			209
Contracted services		222			206
Passenger commissions and other selling expenses		175			215
Landing fees and other rents		148			129
Passenger service		53			59
Aircraft rent		58			54
Goodwill and other indefinite-lived intangibles impairment		—			3,917
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		(173		)	(114		)
Investment income		4			36
Other, net		6			(8		)
Total other income (expense)		(163		)	(86		)
Income (Loss) Before Income Taxes		(183		)	(4,139		)
Income tax expense (benefit)		—			—
Net Income (Loss)		$	(183	)	$	(4,139	)
Earnings (loss) per common share:
Basic and Diluted		N/A			$	(15.78	)
Average shares used in computation:
Basic and Diluted		N/A			262

 

See accompanying notes.

 

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NORTHWEST AIRLINES CORPORATION

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		Post-Merger			Post-Merger
		March 31,			December 31,
(Unaudited, in millions except share data)		2009			2008
Assets
Current Assets
Cash and cash equivalents		$	2,548		$	2,068
Unrestricted short-term investments		16			49
Restricted cash, cash equivalents and short-term investments		168			196
Accounts receivable, less allowance (2009—$6, 2008—$6)		567			659
Hedge margin receivable		179			526
Expendable parts and supplies inventories, less allowance (2009—$8, 2008—$3)		153			152
Deferred income taxes		70			131
Prepaid expenses and other		276			232
Total current assets		3,977			4,013
Property and Equipment, Net		8,595			8,683
Other Assets
Goodwill		4,570			4,572
Identifiable intangibles, less accumulated amortization (2009—$18; 2008—$8)		2,684			2,694
Other noncurrent assets		184			236
Total other assets		7,438			7,502
Total Assets		$	20,010		$	20,198
Liabilities and Stockholder’s Equity
Current Liabilities
Current maturities of long-term debt and capital lease obligations		$	1,141		$	383
Air traffic liability		1,483			1,451
Frequent flyer deferred revenue		524			522
Accounts payable		843			903
Hedge derivatives liability		231			560
Accrued salaries and related benefits		456			455
Taxes payable		228			199
Due to parent company		550			200
Other accrued liabilities		139			113
Total current liabilities		5,595			4,786
Noncurrent Liabilities
Long-term debt and capital leases		4,492			5,382
Pension, postretirement and related benefits		5,544			5,476
Frequent flyer deferred revenue		1,477			1,500
Deferred income taxes, net		1,022			1,094
Other noncurrent liabilities		463			533
Total noncurrent liabilities		12,998			13,985
Common Stockholder’s Equity
Post-Merger Common stock, $0.01 par value; shares issued—1,000 at March 31, 2009 and December 31, 2008		—			—
Additional paid-in capital		3,659			3,605
(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.

 

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NORTHWEST AIRLINES CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		Post-Merger			Pre-Merger
		Three Months			Three Months
		Ended			Ended
		March 31,			March 31,
(Unaudited, in millions)		2009			2008
Net cash provided by (used in) operating activities		$	261		$	362
Cash Flows from Investing Activities
Capital expenditures		(29		)	(366		)
Decrease (increase) in unrestricted short-term investments		17			55
Decrease (increase) in restricted cash, cash equivalents and short-term investments		11			240
Proceeds from sale of property, equipment and other assets		72			1
Investment in affiliated companies		—			(213		)
Proceeds from the sale of investment in affiliated companies		—			20
Net cash provided by (used in) investing activities		71			(263		)
Cash Flows from Financing Activities
Proceeds from long-term debt		30			246
Payments of long-term debt and capital lease obligations		(232		)	(96		)
Proceeds from intercompany loan		350			—
Other, net		—			(1		)
Net cash provided by (used in) financing activities		148			149
Increase (Decrease) in Cash and Cash Equivalents		480			248
Cash and cash equivalents at beginning of period		2,068			2,939
Cash and cash equivalents at end of period		$	2,548		$	3,187
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		$	91		$	114

 

See accompanying notes.

 

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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”).  On October 29, 2008 (the “Closing Date”), Nautilus Merger Corporation (“Merger Sub”), a wholly owned subsidiary of Delta Air Lines, Inc. (“Delta”), merged with and into NWA Corp. (the “Merger”) in accordance with the Agreement and Plan of Merger, dated as of April 14, 2008 (the “Announcement Date”), among Delta, Merger Sub and NWA Corp. (the “Merger Agreement”).  As a result of the Merger, NWA Corp. and its subsidiaries became wholly-owned subsidiaries of Delta and the shares of NWA Corp., which traded under the symbol “NWA”, ceased trading on, and were delisted from, the New York Stock Exchange (“NYSE”).

 

As a result of the application of purchase accounting in accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations (“SFAS No. 141”), the financial statements prior to October 30, 2008 are not comparable with the financial statements for periods on or after October 30, 2008.  References to “Post-Merger” refer to the Company on or after October 30, 2008, after giving effect to the application of purchase accounting.  References to “Pre-Merger” refer to the Company prior to October 30, 2008.

 

Unless otherwise indicated, the terms “we,” “us,” and “our” refer to NWA Corp. and all consolidated subsidiaries.  The condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) have been condensed or omitted as permitted by such rules and regulations. These financial statements and related notes should be read in conjunction with the financial statements and notes included in the Company’s audited consolidated financial statements, which are provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the “2008 Form 10-K”).

 

Northwest’s operations account for approximately 99% of the Company’s consolidated operating revenues and expenses.  Northwest is a major air carrier engaged principally in the commercial transportation of passengers and cargo.  Northwest’s global airline network includes domestic hubs at Detroit, Minneapolis/St. Paul and Memphis, an extensive Pacific route system with a hub in Tokyo, a transatlantic joint venture with KLM Royal Dutch Airlines (“KLM”), which operates through a hub in Amsterdam, a domestic and international alliance with Continental Airlines, Inc. (“Continental”) and Delta, membership in SkyTeam, a global airline alliance with KLM, Continental, Delta, Air France, Aeroflot, Alitalia, Aeromexico, China Southern, CSA Czech Airlines and Korean Air, exclusive marketing agreements with three domestic regional carriers, Pinnacle Airlines, Inc. (“Pinnacle”), Mesaba Aviation, Inc. (“Mesaba”), a wholly-owned subsidiary, and Compass Airlines, Inc. (“Compass”), a wholly-owned subsidiary, which currently operate as Delta Connection carriers and a cargo business that includes a dedicated fleet of freighter aircraft that operate through hubs in Anchorage 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.

 

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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.

 

Certain prior year amounts have been reclassified to conform to the current year financial statement presentation.

 

Bankruptcy Claims Resolution Process .  On September 14, 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 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”).

 

Pursuant to terms of the Plan of Reorganization, approximately 225.8 million shares of the Pre-Merger Company’s common stock will be issued to holders of allowed general unsecured claims and 8.6 million shares will be issued to holders who also held a guaranty claim from the Debtors.  Once a claim is allowed consistent with the claims resolution process as provided in the Plan, the claimant is entitled to a distribution of new common stock.  Pursuant to the terms of the Merger Agreement, each outstanding share of Northwest common stock (including shares issuable pursuant to Northwest’s Plan of Reorganization) was converted into and became exchangeable for 1.25 shares of Delta common stock.  Approximately 228.0 million shares of the Pre-Merger Company’s common stock (or 285.1 million Post-Merger shares of Delta common stock) have been issued and distributed through March 31, 2009, in respect of valid unsecured and guaranty claims.  In total, there are approximately 6.4 million remaining shares of the Pre-Merger Company’s new common stock (or 8.0 million Post-Merger shares of Delta common stock) held in reserve under the terms of the Plan of Reorganization.

 

The Company estimates that its unsecured claims to be allowed will not exceed $8.2 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 Pre-Merger Company will receive, under the Plan of Reorganization, Delta common stock based on the pro-rata amount of Northwest shares held in reserve.  Secured claims were deemed unimpaired under the Plan and were satisfied upon either reinstatement of the obligations in the Pre-Merger Company, surrendering the collateral to the secured party, or by making full payment in cash.

 

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Note 2 – Goodwill and Intangibles

 

The Company determined that the announced Merger on April 14, 2008 (the “Announcement Date”) 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 a net goodwill impairment charge of $3.2 billion during the first and second quarters of 2008 to reduce the book value of 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, the right to receive 1.25 shares of Delta stock for each share of NWA Corp. common stock, and the projected number of NWA Corp.’s common shares to be converted into Delta common stock on the Closing Date, the implied fair value of NWA Corp.’s equity on the Announcement Date was $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.

 

The Company recorded a goodwill impairment charge of $3.9 billion for the quarter ended March 31, 2008.  Northwest finalized the impairment tests of goodwill and long-lived assets during the second quarter of 2008, resulting in an additional net charge of $547 million, which includes an adjustment of estimated goodwill from $2.2 billion to the implied fair value of goodwill of $2.9 billion. The adjustment to goodwill resulted in the reversal of $674 million of impairment expense recorded in the first quarter of 2008 which is classified as Goodwill and other indefinite-lived intangibles impairment expense.  Additionally, Northwest recorded $624 million in depreciation and amortization related to impairment of certain flight equipment and definite-lived intangibles, $598 million of 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.

 

Adjustments to goodwill during the three months ended March 31, 2009 are shown in the table below:

 

(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 – Fair Value Measurements

 

SFAS No. 157, Fair Value Measurements (“SFAS No. 157”) defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis.  SFAS No. 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.  As a basis for considering such assumptions, SFAS No. 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (1) Quoted prices in active markets for identical assets - Level 1, (2) Significant other observable inputs — Level 2, and (3) Significant unobservable inputs — Level 3.

 

The valuation techniques that may be used to measure fair value are described below:

 

(A)       Market approach – Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.  Prices may be indicated by pricing guides, sale transactions, market trades, or other sources;

(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.

 

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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.

 

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

 

Post-Merger

Assets

Quoted

Prices

in Active

Significant

Markets for

Other

Significant

As of

Identical

Observable

Unobservable

March

Assets

Inputs

Inputs

(In millions)

31, 2009

(Level 1)

(Level 2)

(Level 3)

Cash and cash equivalents

$

2,548

$

2,548

N/A

N/A

Unrestricted short-term investments

16

N/A

N/A

16

Restricted cash, cash equivalents, and short-term investments

168

168

N/A

N/A

Long-term investments

55

N/A

N/A

55

Hedge derivatives asset - current

3

N/A

3

N/A

Hedge derivatives asset - long-term

10

N/A

10

—

Total

$

2,800

$

2,716

$

13

$

71

 

Post-Merger

Liabilities

Quoted

Prices

in Active

Significant

Markets for

Other

Significant

As of

Identical

Observable

Unobservable

March

Assets

Inputs

Inputs

(In millions)

31, 2009

(Level 1)

(Level 2)

(Level 3)

Hedge derivatives liability - current

$

168

N/A

$

6

$

162

Hedge derivatives liability - long-term

50

N/A

—

50

Total

$

218

N/A

$

6

$

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

 

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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		Measurement			(Level 1)			(Level 2)			(Losses)
Flight equipment spare parts		March 2008		$	—		$	—		$	—		$	(2	)
Flight equipment, net		March 2008		4			—			4			(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.

 

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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

 

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(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

 

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

 

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Hedge Margin.  In accordance with our fuel hedge agreements, counterparties may require us to fund the margin associated with our loss position on these contracts.  The amount of the margin, if any, is periodically adjusted based on the fair value of the fuel hedge contracts.  The margin requirements are intended to mitigate a party’s exposure to market volatility and the associated contracting party risk.  We do not offset margin funded to counterparties against fair value amounts recorded for our hedge contracts.

 

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 largest exposure comes from the Japanese Yen and Canadian Dollar.  From time to time, the Company uses financial instruments such as forward contracts, collars, or put options to hedge its anticipated foreign currency sales.  The changes in market value of such instruments have historically been 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.

 

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 36 months.

 

As of March 31, 2009, our open foreign currency hedge positions for the years ending December 31, 2009 through 2011 were as follows:

 

		Remainder												Contract Fair Value (USD)
(In millions)		of 2009			2010			2011			Total			Assets			Liabilities			Total
Amount of Yen denominated sales hedged:
Forward contracts		¥	30,600		¥	27,040		¥	20,280		¥	77,920		$	13		$	(5	)	$	8
Collars		4,500			—			—			4,500			—			(1		)	(1		)
Total		¥	35,100		¥	27,040		¥	20,280		¥	82,420		$	13		$	(6	)	$	7

 

										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%

 

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Gains (losses) recorded on our Condensed Consolidated Statements of Operations for the three months ended March 31, 2009 related to our foreign currency hedge contracts were as follows:

 

		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

 

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(1)      Amounts recorded to revenue are allocated between Passenger revenue and Cargo revenue on the Company’s Condensed Consolidated Statements of Operations.

 

During the first quarter of 2009, ineffectiveness related to the Company’s yen hedges was immaterial.

 

The Company expects to reclassify $12 million in unrealized gains from OCI into revenue during the next 12 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.

 

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.

 

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As of March 31, 2009, our open fuel hedge contract positions (including contracts held by Delta and allocated to the Company) were as follows:

 

		Percentage
		of Remaining		Average Contract
		Projected Fuel		Rates ($/per barrel)
		Requirements					Call Options/					Contract
(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

 

Gains (losses) recorded on our Condensed Consolidated Statements of Operations for the three months ended March 31, 2009 related to our fuel hedge contracts were as follows:

 

					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	)

 

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:

 

		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	)

 

The Company expects to reclassify the remaining unrealized losses related to fuel hedge contracts from OCI into Aircraft fuel and related taxes expense during the remainder of 2009.

 

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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.  To manage the exposure to interest rates, the Company has entered into interest rate cap and swap hedges.  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.

 

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:

 

		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	)

 

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(1)           As of March 31, 2009, 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.

 

		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	)

 

During the first quarter of 2009, the Company’s interest rate hedges fully offset the hedged risk; therefore, no ineffective portion is recorded.

 

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

 

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Note 5 — Restructuring and Merger Related Expenses

 

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:

 

		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

 

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(1)   Includes costs associated with voluntary workforce reduction programs for U.S. non-pilot employees announced in December 2008.  During the first quarter of 2009, the Company recorded a $28 million charge associated with the workforce reduction program, including $6 million of special termination benefits related to retiree healthcare benefits.  The portion of the charge related to the voluntary programs includes approximately 900 of the 1,500 program participants.  Severance liabilities initially valued and recorded in connection with the Merger in the fourth quarter of 2008 previously contemplated the elimination of 600 positions.  The Company expects any additional charges to be incurred in connection with these programs will be immaterial.

 

(2)   Includes costs associated with integrating the operations of Northwest into Delta, including costs related to information technology, employee relocation and training, and re-branding of aircraft and stations.

 

The following table shows the balances for these restructuring charges as of March 31, 2009, and the activity for the three months then ended.  The table also shows the balances for the restructuring charges related to the Merger as of March 31, 2009, and the activity for the three months then ended.

 

		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

 

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(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.

 

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Note 7 - Long-Term Debt

 

The Company is a 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.

 

The final maturity date for borrowings under the Bank Credit Facility and the $500 Million Revolving Credit Facility is the earlier of (1) the date that Northwest is no longer a separate legal entity, including when it is merged with and into Delta; or (2) December 31, 2010 for the Bank Credit Facility, and October 29, 2009 and October 29, 2011 for the $300 million and $200 million tranches, respectively, under the $500 Million Revolving Credit Facility.

 

To integrate the operations of Northwest and Delta, a single operating certificate must be obtained for the two airlines from the Federal Aviation Administration.  When the single operating certificate is received, key assets of the two companies must be combined into a single entity.  In order for this to occur, Delta intends to merge Northwest with and into Delta.  As of March 31, 2009, we expect this merger to occur within the next 12 months.  As a result, we reclassified the borrowings under the Bank Credit Facility from Long-term debt and capital leases to Current maturities of long-term debt and capital lease obligations on the Condensed Consolidated Balance Sheet at March 31, 2009.  In addition, we shortened the amortization period from December 2010 to March 2010 of the fair value adjustment (debt discount) recorded during purchase accounting on the debt, which will result in higher interest expense for the remainder of 2009.

 

Accounts Receivable Financing Facility.  In November 2007, the Company entered into an accounts receivable financing facility.  On December 16, 2008, the Company 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.

 

The Company was in compliance with covenants in our financing agreements at March 31, 2009.

 

Note 8 — Comprehensive Income (Loss)

 

Comprehensive income (loss) consisted of the 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	)

 

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Note 9 — Pension and Other Postretirement Health Care Benefits

 

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 coverage was provided for these employees through 401(k)-type defined contribution plans or, in the case of the International 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

 

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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	)

 

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

 

Overview

 

Northwest Airlines Corporation (“NWA Corp.” and, together with its subsidiaries, the “Company”) is the direct parent corporation of Northwest Airlines, Inc. (“Northwest”).  The Condensed Consolidated Financial Statements include the accounts of NWA Corp. and all consolidated subsidiaries.  Substantially all of the Company’s results of operations are attributable to its operating subsidiary, Northwest, which accounted for substantially all of the Company’s first quarter 2009 consolidated operating revenues and expenses.  The Company’s results of operations also include other subsidiaries of which MLT Inc. (“MLT”) is the most significant.  MLT develops and markets Worry-Free Vacations that include air transportation, hotel accommodations and car rentals.  In addition to its Worry-Free Vacations charter programs, MLT markets and supports Northwest’s WorldVacations travel packages to destinations throughout the U.S., Canada, Mexico, the Caribbean, Europe and Asia, primarily on Northwest.  These vacation programs, in addition to providing a competitive and quality tour product, increase the sale of Northwest services and promote and support new and existing Northwest destinations. The following discussion pertains primarily to Northwest and, where indicated, MLT.

 

On October 29, 2008 (the “Closing Date”), Nautilus Merger Corporation (“Merger Sub”), a wholly owned subsidiary of Delta Air Lines, Inc. (“Delta”), merged with and into NWA Corp. (the “Merger”) in accordance with the Agreement and Plan of Merger, dated as of April 14, 2008 (the “Announcement Date”), among Delta, Merger Sub and NWA Corp. (the “Merger Agreement”).  As a result of the Merger, NWA Corp. and its subsidiaries became wholly-owned subsidiaries of Delta and the shares of NWA Corp., which traded under the symbol “NWA”, ceased trading on, and were delisted from, the New York Stock Exchange (“NYSE”).

 

As a result of the application of purchase accounting in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations (“SFAS No. 141”), the financial statements prior to October 30, 2008 are not comparable with the financial statements for periods on or after October 30, 2008.  References to “Post-Merger” refer to the Company on or after October 30, 2008, after giving effect to the application of purchase accounting.  References to “Pre-Merger” refer to the Company prior to October 30, 2008.

 

First Quarter 2009 Results

 

For the quarter ended March 31, 2009, the Company recorded a net loss of $183 million, which includes a $1.8 million loss associated with marking-to-market out-of-period fuel hedges. This compares to a first quarter 2008 net loss of $4.1 billion, which included a $3.9 billion goodwill impairment charge and a $13.4 million loss associated with marking-to-market out-of-period fuel hedges.

 

Operating revenues in the first quarter of 2009 decreased 17.1 percent versus the first quarter of 2008 to $2.6 billion.  System consolidated passenger revenue decreased 17.4 percent to $2.2 billion.  Operating expenses in the quarter decreased 63.6 percent year-over-year to $2.6 billion.

 

At March 31, 2009, the Company had cash and cash equivalents of $2.5 billion and unrestricted short-term investments of $15.6 million, providing total available liquidity of $2.6 billion.  This amount excludes $167.8 million of restricted short-term investments (which may include amounts held as cash).

 

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Results of Operations — Three months ended March 31, 2009 and 2008

 

Operating Revenues .  Operating revenues decreased 17.1 percent ($536 million), as a result of reduction in passenger revenue and cargo revenue, partially offset by an increase in regional carrier revenue and other revenue.

 

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”)

 

		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 ($37 million) to $443 million primarily due to a 35.7 percent increase in available seat miles associated with the delivery of new 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.

 

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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:

 

		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	)%

 

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A.     Aircraft fuel and taxes for the first quarter of 2009 includes $91.9 million in net fuel derivative contract losses, consisting of a $1.8 million loss associated with marking-to-market out-of-period fuel hedges and $90.1 million of losses for contracts settled during the current period.  Fuel expense 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 out-of-period fuel hedges and $17.6 million of gains for contracts settled in the first quarter of 2008.

B.     Salaries and related costs, contracted services, landing fees and other rents, passenger service, and aircraft rent, were relatively flat year-over-year.

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.

 

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Other Information

 

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.  For examples of such risks and uncertainties, please see the cautionary statements contained in “Item 1A. Risk Factors” of the Company’s 2008 Form 10-K.  All forward looking statements speak only as of the date made, and we undertake no obligation to update any forward-looking statements to reflect events or circumstances that may arise after the date of this release.

 

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Item 3.     Quantitative and Qualitative Disclosures About Market Risk.

 

Omitted under the reduced disclosure format permitted by General Instruction H(2)(c) of Form 10-Q.

 

Item 4.     Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures — As of March 31, 2009, management performed an evaluation under the supervision and with the participation of the Company’s President and Chief Operating Officer and 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 Operating Officer and 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 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 that occurred during the Company’s fiscal first quarter ended March 31, 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 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 Company’s 2008 Form 10-K for a detailed discussion of the risk factors affecting the Company.  There have been no material changes from the risk factors described in the Company’s 2008 Form 10-K.

 

Item 6.     Exhibits.

 

(a)    Exhibits :

 

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.

 

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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 24 th  day of April 2009.

 

	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
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.

 

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