Northwest Airlines Reports Second Quarter 2008 Financial Results

EAGAN, Minn.--(BUSINESS WIRE)--Northwest Airlines Corporation (NYSE:NWA) today reported a second quarter 2008 net loss of $377 million, or $1.43 per share. Reported results include a net non-cash impairment charge of $547 million and a $250 million gain associated with marking-to-market out-of-period fuel hedges. These results compare to the second quarter of 2007 when Northwest reported net income of $2.1 billion, which included $1.9 billion related to reorganization items.

Excluding the net non-cash impairment charge, Northwest reported second quarter 2008 net income of $170 million versus the second quarter of 2007 when the airline reported net income of $205 million before the impact of reorganization items.

Excluding taxes and out-of-period mark-to-market adjustments on fuel hedges, Northwest paid $3.45 per gallon for jet fuel in the second quarter compared to $2.04 a gallon in the second quarter of 2007, an increase of 69.3 percent. Northwest’s total fuel costs, excluding out-of-period hedge gains, increased by $637 million versus the prior year.

In commenting on second quarter results, Doug Steenland, Northwest’s president and chief executive officer said, “The unprecedented run-up in oil prices continues to pose great challenges for Northwest Airlines and the entire airline industry. In response, we have acted swiftly to reduce capacity, preserve liquidity, aggressively manage our costs and grow revenue through fare actions and additional fees and charges.”

Northwest and Delta Progress Toward DOJ Approval and Integration; Merger Expected to Close in 4^th Quarter 2008

In April, Northwest announced an agreement to merge with Delta Air Lines. This merger is even more compelling in the current environment and brings together two airlines that have both successfully restructured and have unique and non-replicable assets.

Since the merger announcement, integration planning teams comprised of leaders from both Northwest and Delta have been created. These teams are making significant progress in the efforts to integrate the two carriers after the merger closes, which is expected to occur in the 4^th quarter of 2008.

Since the merger announcement in April, the following progress has been made:

• Joint pilot contract. Northwest and Delta announced that, subject to ratification, a joint pilot agreement that includes full seniority integration will be in place by the close of the merger.
• Combined Corporate Leadership Team. Northwest and Delta recently announced the Senior Leadership team that will lead the new combined carrier when the merger is closed. Additionally, key Northwest and Delta leaders were identified who will continue to lead the two teams as the two airlines transition to a single operating certificate over the next 18-24 months.
• Shareholder approval vote. It was announced that the shareholder approval vote for the merger will take place at Northwest’s annual meeting on September 25^th.
• Increased annual synergies estimate. Northwest and Delta increased to $2.0 billion the estimate of annualized steady-state synergies created by the merger.
• Decreased one-time transition costs. The estimated one-time transition costs of the merger have been reduced to approximately $600 million.

Steenland said, “When we first contemplated this merger at the end of 2007, as oil was approaching $100 a barrel, we knew then that the right transaction would better position us to cope with the fuel challenges that lay ahead. Based on our due diligence, this deal met all the tests of the right transaction – one that would benefit our employees, customers, shareholders and communities over the long-term. Now, given the current fuel environment, the merger makes even more sense as the resulting synergies and cost-savings will better allow the combined carrier to manage through these challenges as a stronger, global competitor.”

Upon completion of the transaction, the merged carrier will benefit from among the following competitive advantages: a global, end-to-end network with little overlap; proven joint venture relationships across the Trans-Atlantic; a strong balance sheet and competitive cost structure; significant revenue and cost synergies; manageable integration costs and the harmonious integration of employee groups.

Steenland concluded, “Unlike previous airline mergers, Northwest-Delta is a merger of choice. Northwest and Delta are the two strongest network airlines, with the strongest balance sheets, liquidity positions and best-in-class cost structures in the industry.”

Second Quarter Financial Overview

Operating Revenues

Northwest’s operating revenues for the second quarter rose to $3.6 billion, up 12.4 percent from last year. Consolidated passenger revenue increased by 10.0 percent versus the second quarter 2007 to $3.1 billion on 3.6 percent more available seat miles (ASMs), resulting in a 6.1 percent improvement in revenue per available seat mile (RASM). This revenue growth was among the best in the industry during the quarter. Excluding the impact of fresh-start accounting, consolidated RASM increased 4.7 percent.

Mainline passenger revenue increased by 5.4 percent versus the second quarter 2007 to $2.6 billion on 0.1 percent more mainline available seat miles (ASMs), resulting in a 5.3 percent improvement in revenue per available seat mile (RASM) and a 0.1 percentage point increase in load factor. Excluding the impact of fresh-start accounting, mainline RASM increased 3.8 percent.

		Second Quarter 2008 vs. Second Quarter 2007 - Inc/(Dec)
		Domestic		Pacific		Atlantic		Mainline		Consolidated
Passenger Revenue		(1.2%)		9.7%		28.0%		5.4%		10.0%
Passenger Unit Revenue		5.9%		10.8%		(0.2%)		5.3%		6.1%
Yield		5.0%		9.1%		4.8%		5.3%		6.6%
Capacity		(6.7%)		(0.9%)		28.1%		0.1%		3.6%
Load Factor		0.7 pts		1.4 pts		(4.2) pts		0.1 pts		(0.4) pts

Commenting on the airline’s revenue performance, Tim Griffin, Northwest’s executive vice president of marketing and distribution said, “Northwest continues to deliver strong revenue performance. The airline achieved a length-of-haul adjusted domestic RASM that is 111.4 percent of the industry average based on the most recent comparative data available.” Griffin added, “We are encouraged by the unit revenue growth we experienced during the quarter. Additional unit revenue growth is expected due in part to the capacity reductions previously announced, which will help to offset higher fuel expenses.”

Operating Expenses

Second quarter operating expenses of $3.3 billion, excluding the net non-cash impairment charge, were up $504 million, or 17.8 percent year-over-year as the result of the $637 million increase in year-over-year fuel expense. Excluding fuel costs, the gain associated with marking-to-market out-of-period fuel hedges, and the net non-cash impairment charge, operating expenses increased by $123 million year-over-year. For the quarter, Northwest’s mainline unit costs per available seat mile (CASM), excluding fuel and non-recurring items, increased 4.7 percent year-over-year, which was favorable to prior guidance. The increase was primarily due to the continued impact of non-cash emergence-related items and integration expenses related to the merger with Delta. Excluding the impact of these items, second quarter CASM excluding fuel increased 1.0 percent.

Dave Davis, Northwest’s executive vice-president and chief financial officer, said, “Our strong second quarter ex-fuel CASM performance demonstrates Northwest’s continued focus on prudent cost control.”

Fuel continues to be Northwest’s single largest cost, representing 43.7 percent of the company’s second quarter operating expenses, excluding the net non-cash impairment charge and out-of-period mark-to-market adjustments on fuel hedges. Northwest had previously hedged approximately 40 percent of its fuel exposure for the quarter and realized $43 million in value from settled fuel hedge contracts during the quarter. As of July 21^st, Northwest has hedged approximately 63 percent of its third quarter requirements, 56 percent of its fourth quarter requirements and 21 percent of its first quarter 2009 fuel requirements.

$547 Million Non-cash Accounting Charge

Northwest finalized the goodwill impairment testing that resulted in the $3.9 billion charge reflected in the first quarter of 2008. As a result, it was determined that an additional net non-cash impairment charge of $547 million was required.

Strong Total Cash Position of $3.7 billion

Northwest ended the quarter with $3.3 billion in unrestricted cash and $424 million in restricted cash. The restricted cash balance includes a funded tax trust of $255 million that was established in 2002. On July 15^th, Northwest closed a financing of unencumbered aircraft and engines that generated approximately $180 million in additional liquidity. These proceeds will be reflected in Northwest’s third quarter ending cash balance.

In addressing Northwest’s liquidity, Davis said, “Despite the significant year-over-year increase in fuel related expenses during the quarter, Northwest has maintained among the strongest liquidity positions in the industry. Including the value of Northwest’s funded tax trust that was established in 2002, the airline’s quarter ending liquidity was $3.5 billion, or 26.6 percent of trailing 12 months revenue.”

Northwest’s Continued Response to Extraordinary Fuel Costs

In response to the record increases in fuel-related costs, during the second quarter, Northwest announced the following initiatives:

1. Fourth Quarter 2008 Capacity, Fleet and Personnel Reductions

• Capacity Reductions. Northwest will reduce its fourth quarter 2008 system mainline capacity (domestic and international) 8.5 percent - 9.5 percent versus the fourth quarter of 2007.
• Fleet Changes. As a result of the reduced capacity, Northwest is removing a combination of 14 B757s and Airbus narrowbody aircraft from the fleet. In addition, the DC9 fleet will be reduced from 94 aircraft at the start of 2008 to 61 aircraft (20 DC9-30s and 41 DC9-40s/50s) by year-end. The airline also continues to take delivery of its 76-seat regional aircraft. The 76-seat fleet, which will grow to 36 Embraer EMB-175s and 36 Bombardier CRJ900s by year-end, is approximately 30 percent more fuel efficient than the DC9s.
• Personnel Reductions. As a result of the fuel price driven flight reductions, Northwest is reducing its frontline and management personnel by 2,500. All Northwest employee groups will be affected. The reductions are being achieved first through a variety of voluntary programs including early-out programs, voluntary leaves, work rule modifications and attrition. Furloughs will be employed if voluntary means fail to achieve the targeted reductions.

2. Revenue Enhancements/Fees Expect to Generate $250 million to $300 million annually

• Fees for Checked Bags. Northwest matched competitors’ plans to charge $15 for the customer’s first checked bag. The new policy applies to tickets sold on or after July 10, for travel starting August 28, throughout the United States as well as travel between the U.S. and Canada. Northwest also charges $25 for a second checked bag and $100 for the third and subsequent additional checked bags. Frequent flier elites are exempt from the policy, along with full-fare coach passengers.
• Fees for Award Tickets. Northwest also implemented a fuel-related service fee for WorldPerks® award tickets. For WorldPerks® Award tickets issued in North America on or after September 15, 2008, Northwest will charge $25 for domestic tickets, $50 for Trans-Atlantic tickets, and $100 for Trans-Pacific travel.
• Fees for Ticket Changes. Northwest also increased fees for ticket changes. Starting July 9, the fee for domestic non-refundable ticket changes increased from $100 to $150. International ticket change fees increased by an additional $50 to $150 per ticket, depending on class of service and other restrictions.

FORWARD-LOOKING STATEMENTS

Statements in this presentation that 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 subsequently filed 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 presentation.

Additional Information about the Merger and Where to Find It

In connection with the proposed merger, Delta filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that includes a joint proxy statement of Delta and Northwest, which also constitutes a prospectus of Delta. Delta and Northwest will mail the joint proxy statement/prospectus to their stockholders. Delta and Northwest urge investors and security holders to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from Delta’s website (www.delta.com) under the tab “About Delta” and then under the heading “Investor Relations” and then under the item “SEC Filings.” You may also obtain these documents, free of charge, from Northwest’s website (www.nwa.com) under the tab “About Northwest” and then under the heading “Investor Relations” and then under the item “SEC Filings and Section 16 Filings.”

Delta, Northwest and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from Delta and Northwest stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Delta and Northwest stockholders in connection with the proposed merger will be set forth in the final proxy statement/prospectus when it is filed with the SEC. You can find information about Delta’s executive officers and directors in its Annual Reports on Form 10-K (including any amendments thereto), Current Reports on Form 8-K and other documents subsequently filed with the SEC, as well as in its definitive proxy statement filed with the SEC in connection with Delta’s 2008 Annual Meeting of Stockholders. You can find information about Northwest’s executive officers and directors in its Annual Reports on Form 10-K (including any amendments thereto), Current Reports on Form 8-K and other documents subsequently filed with the SEC, as well as in its definitive proxy statement to be filed with the SEC related to Northwest’s 2008 Annual Meeting of Stockholders. You can obtain free copies of these documents from Delta and Northwest using the contact information above.

Northwest Airlines is one of the world’s largest airlines with hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and approximately 1,400 daily departures. Northwest is a member of SkyTeam, an airline alliance that offers customers one of the world’s most extensive global networks. Northwest and its travel partners serve more than 1,000 cities in excess of 160 countries on six continents.

Further details regarding the Northwest / Delta merger can be found at www.newglobalairline.com.

NORTHWEST AIRLINES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in millions except per share amounts)
					Successor (a)								Predecessor				Combined
					Three Months Ended June 30, 2008				Period from June 1 to June 30, 2007				Period from April 1 to May 31, 2007				Three Months Ended June 30, 2007				% Incr (Decr)
OPERATING REVENUES
	Passenger				$	2,558			$	861			$	1,566			$	2,427			5.4
	Regional carrier revenues					512				135				229				364			40.7
	Cargo					212				69				129				198			7.1
	Other					294				65				127				192			53.1
	Total operating revenues					3,576				1,130				2,051				3,181			12.4
OPERATING EXPENSES
	Aircraft fuel and taxes (b)					1,207				270				585				855			41.2
	Salaries, wages and benefits					685				205				412				617			11.0
	Aircraft maintenance materials and repairs					197				64				119				183			7.7
	Selling and marketing					197				65				124				189			4.2
	Other rentals and landing fees					153				46				94				140			9.3
	Depreciation and amortization					121				39				85				124			(2.4	)
	Aircraft rentals					94				31				64				95			(1.1	)
	Regional carrier expenses					207				60				131				191			8.4
	Other unusual items (c)					548				-				-				-			n/m
	Other					467				155				275				430			8.6
	Total operating expenses					3,876				935				1,889				2,824			37.3
OPERATING INCOME (LOSS)						(300	)			195				162				357
	Operating margin					(8.4)	%			17.3	%			7.9	%			11.2	%
OTHER INCOME (EXPENSE)
	Interest expense, net					(108	)			(40	)			(87	)			(127	)
	Investment income					24				17				25				42
	Foreign currency gain (loss)					8				1				-				1
	Other unusual items (c)					(213	)			-				-				-
	Other					(2	)			2				(2	)			-
	Total other income (expense)					(291	)			(20	)			(64	)			(84	)
INCOME (LOSS) BEFORE REORGANIZATION
	ITEMS AND INCOME TAXES					(591	)			175				98				273
	Reorganization items, net (d)					-				-				1,944				1,944
INCOME (LOSS) BEFORE INCOME TAXES						(591	)			175				2,042				2,217
	Income tax expense (benefit) (c) (e)					(214	)			69				(1	)			68
NET INCOME (LOSS)					$	(377	)		$	106			$	2,043			$	2,149
Earnings (Loss) per common share: (f)
Basic					$	(1.43	)		$	0.41			$	23.37
Diluted					$	(1.43	)		$	0.41			$	16.87
Average shares used in computation:
Basic						263				262				87
Diluted						263				262				113
See accompanying consolidated notes.

NORTHWEST AIRLINES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in millions except per share amounts)
					Successor (a)								Predecessor				Combined
					Six Months Ended June 30, 2008				Period From June 1 to June 30, 2007				Period From January 1 to May 31, 2007				Six Months Ended June 30, 2007				% Incr (Decr)
OPERATING REVENUES
	Passenger				$	4,797			$	861			$	3,768			$	4,629			3.6
	Regional carrier revenues					922				135				521				656			40.5
	Cargo					410				69				318				387			5.9
	Other					574				65				317				382			50.3
	Total operating revenues					6,703				1,130				4,924				6,054			10.7
OPERATING EXPENSES
	Aircraft fuel and taxes (b)					2,321				270				1,289				1,559			48.9
	Salaries, wages and benefits					1,355				205				1,027				1,232			10.0
	Aircraft maintenance materials and repairs					418				64				303				367			13.9
	Selling and marketing					390				65				315				380			2.6
	Other rentals and landing fees					291				46				235				281			3.6
	Depreciation and amortization					252				39				206				245			2.9
	Aircraft rentals					187				31				160				191			(2.1	)
	Regional carrier expenses					412				60				342				402			2.5
	Other unusual items (c)					4,483				-				-				-			n/m
	Other					947				155				684				839			12.9
	Total operating expenses					11,056				935				4,561				5,496			101.2
OPERATING INCOME (LOSS)						(4,353	)			195				363				558
	Operating margin					(64.9	)%			17.3	%			7.4	%			9.2	%
OTHER INCOME (EXPENSE)
	Interest expense, net					(222	)			(40	)			(219	)			(259	)
	Investment income					61				17				56				73
	Foreign currency gain (loss)					-				1				-				1
	Other unusual items (c)					(213	)			-				-				-
	Other					(3	)			2				(2	)			-
	Total other income (expense)					(377	)			(20	)			(165	)			(185	)
INCOME (LOSS) BEFORE REORGANIZATION
	ITEMS AND INCOME TAXES					(4,730	)			175				198				373
	Reorganization items, net (d)					-				-				1,551				1,551
INCOME (LOSS) BEFORE INCOME TAXES						(4,730	)			175				1,749				1,924
	Income tax expense (benefit) (c) (e)					(214	)			69				(2	)			67
NET INCOME (LOSS)					$	(4,516	)		$	106			$	1,751			$	1,857
Earnings (Loss) per common share: (f)
Basic					$	(17.19	)		$	0.41			$	20.03
Diluted					$	(17.19	)		$	0.41			$	14.28
Average shares used in computation:
Basic						263				262				87
Diluted						263				262				113
See accompanying consolidated notes.

NORTHWEST AIRLINES CORPORATION
CONSOLIDATED NOTES
(Unaudited)
(a)		Northwest Airlines Corporation ("NWA Corp." or the "Company") is a holding company whose operating subsidiary is Northwest Airlines, Inc. ("Northwest"). In September 2005, NWA Corp. and Northwest, along with certain direct and indirect subsidiaries filed Chapter 11 petitions for relief in the U.S. Bankruptcy Court for the Southern District of New York. On May 31, 2007, the Company emerged from Chapter 11.
		In connection with its emergence from Chapter 11, the Company adopted fresh-start reporting in accordance with American Institute of Certified Public Accountants' Statement of Position 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code ("SOP 90-7"). References to "Successor" refer to NWA Corp. on or after June 1, 2007, after giving effect to the application of fresh-start reporting. References to "Predecessor" refer to NWA Corp. prior to June 1, 2007. Thus, the consolidated financial statements prior to June 1, 2007 reflect results based upon the historical cost basis of the Company while the post-emergence consolidated financial statements reflect the new basis of accounting incorporating the fair value adjustments made in recording the effects of fresh-start reporting. Therefore, the post-emergence periods are not comparable to the pre-emergence periods. However, for discussions on the results of operations, the Company has compared the Successor Company's results for the three months ended June 30, 2008 to the Predecessor Company's results for two months ended May 31, 2007 and the Successor Company's results for one month ended June 30, 2007.
		In addition to the fair value adjustments required for fresh-start reporting, the Company changed its policies pertaining to the accounting for frequent flyer obligations and breakage of passenger tickets. Additionally, on April 24, 2007, Mesaba Aviation, Inc. was acquired by the Company and became a wholly-owned consolidated subsidiary. See the table of Reconciliation of Year-over-Year Variances for further details.
(b)		During the three and six months ended June 30, 2008, the Company recorded $250 million in mark-to-market gains and $237 million in mark-to-market gains, respectively, related to fuel derivative contracts that will settle during the remainder of 2008. During the three and six months ended June 30, 2007, the Company recorded $6 million in mark-to-market losses and $22 million in mark-to-market gains, respectively, related to fuel derivative contracts that settled in subsequent periods during 2007.
(c)		During the first quarter of 2008, the Company 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. This goodwill impairment charge was a preliminary estimate. During the second quarter, the Company completed Step 2 of its goodwill impairment test by measuring the fair value of its assets and liabilities in order to compute the implied fair value of its goodwill as described in SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS No. 142"). As a result of this analysis, the Company recorded a net non-cash charge of $547 million. Included in this net non-cash charge are $0.6 million in impairment charges related to spare engines. See the table of Reconciliation of Goodwill and Other Impairment Step 2 Adjustments for further details.
(d)		In connection with its bankruptcy proceedings and adoption of fresh-start reporting, the Company recorded largely non-cash reorganization income (expense) and, in accordance with GAAP, these items are separately classified in the Condensed Consolidated Statements of Operations.
(e)		Generally, the Company would not record a tax benefit related to a quarterly net loss unless it had a high degree of confidence that it would record a full-year profit. A tax benefit of $214 million was recorded during the second quarter of 2008 to decrease the deferred tax liability associated with the impairment of an indefinite-lived intangible asset.
(f)		Successor EPS. For the three and six months ended June 30, 2008, approximately 12 million 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 Company reported a net loss for these periods.
		For the period June 1 to June 30, 2007, approximately 13 million 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.
		Predecessor EPS. Predecessor basic earnings per share was computed based on the Predecessor's weighted average shares outstanding. Dilutive earnings per share included securities related to the Company's Series C Preferred Stock and convertible debt.
		At May 31, 2007, stock options to purchase approximately 7 million shares of 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.

NORTHWEST AIRLINES CORPORATION
RECONCILIATION OF YEAR-OVER-YEAR VARIANCES
(Unaudited, in millions)
	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. In addition to the fair value adjustments required for fresh-start reporting, the Company changed its policies pertaining to the accounting for frequent flyer obligations and breakage of passenger tickets. The effects of fresh-start reporting, the policy changes and the impact of exit-related stock compensation expense on the Company's Condensed Consolidated Statement of Operations are itemized below in column (A).
	During the first quarter of 2008, the Company 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. This goodwill impairment charge was a preliminary estimate. During the second quarter, the Company completed Step 2 of its goodwill impairment test by measuring the fair value of its assets and liabilities in order to compute the implied fair value of its goodwill as described in SFAS No. 142. As a result of this analysis, the Company recorded a net non-cash charge of $547 million. Included in this net non-cash charge are $0.6 million in impairment charges related to spare engines. The impact on the Company's year-over-year variance as a result of these charges is itemized in column (B).
	On April 24, 2007, Mesaba Aviation, Inc. was acquired by the Company and became a wholly-owned consolidated subsidiary. The impact on the Company's year-over-year variance as a result of this consolidation is itemized in column (C).
	Excluding the items listed above, the comparable year-over-year operating performance variances are itemized in column (D).

					Successor				Combined									(A)				(B)				(C)				(D)
																		Increase (Decrease) Due To:
					Three Months Ended June 30, 2008				Three Months Ended June 30, 2007				Total Incr (Decr)					Fresh-Start/ Exit-Related Stk Comp. Exp.				Impairment Charges				Mesaba Net of Elim				Operations				Total Incr (Decr)
OPERATING REVENUES
	Passenger				$	2,558			$	2,427			$	131				$	(7	)		$	-			$	-			$	138			$	131
	Regional carrier revenues					512				364				148					4				-				-				144				148
	Cargo					212				198				14					-				-				-				14				14
	Other					294				192				102					16				-				-				86				102
		Total operating revenues				3,576				3,181				395					13				-				-				382				395
OPERATING EXPENSES
	Aircraft fuel and taxes					1,207				855				352					-				-				-				352				352
	Salaries, wages and benefits					685				617				68					13				-				12				43				68
	Aircraft maintenance materials and repairs					197				183				14					-				-				4				10				14
	Selling and marketing					197				189				8					-				-				-				8				8
	Other rentals and landing fees					153				140				13					-				-				2				11				13
	Depreciation and amortization					121				124				(3	)				(1	)			-				1				(3	)			(3	)
	Aircraft rentals					94				95				(1	)				-				-				-				(1	)			(1	)
	Regional carrier expenses					207				191				16					-				-				(20	)			36				16
	Other unusual items					548				-				548					-				548				-				-				548
	Other					467				430				37					-				-				-				37				37
		Total operating expenses				3,876				2,824				1,052					12				548				(1	)			493				1,052
OPERATING INCOME (LOSS)						(300	)			357				(657	)				1				(548	)			1				(111	)			(657	)
	Operating margin					(8.4	)%			11.2	%			(19.6	)	pts.
RECONCILIATION OF YEAR-OVER-YEAR OPERATING EXPENSE VARIANCES
(Unaudited, in millions)
	Total operating expenses				$	3,876			$	2,824			$	1,052
		Excluding:
		Goodwill and other impairment
			Step 2 adjustments			548				-				548
		Mainline fuel				1,207				855				352
		Regional carrier expenses - fuel only				109				80				29
					$	2,012			$	1,889			$	123

NORTHWEST AIRLINES CORPORATION
REPORTED NET INCOME / (LOSS) EXCLUDING NON-RECURRING ITEMS
(Unaudited, in millions)
	Successor				Combined
	Three Months Ended				Three Months Ended
	June 30, 2008				June 30, 2007
Net income / (loss)	$	(377	)		$	2,149
Excluding unusual items:
Reorganization items, net		-				1,944
Goodwill and other impairment Step 2 adjustments		(547	)			-
Net income / (loss) excluding unusual items		170				205
Excluding:
Mark-to-market on fuel derivative contracts to be  settled in future periods		250				(6	)
Adjusted net income / (loss)	$	(80	)		$	211
RECONCILIATION OF GOODWILL AND OTHER IMPAIRMENT STEP 2 ADJUSTMENTS
(Unaudited, in millions)
	Successor
									Three Months Ended
									June 30, 2008
	Three Months Ended				Goodwill and Other				Excluding Goodwill
	June 30, 2008				Impairment Step 2				and Other Impairment
	(as reported)				Adjustments				Step 2 Adjustments
Operating revenues	$	3,576			$	-			$	3,576
Operating expenses		3,876				548				3,328
Operating income (loss)		(300	)			(548	)			248
Operating margin		(8.4	)%							6.9	%
Other income (expense)		(291	)			(213	)			(78	)
Income (loss) before income taxes		(591	)			(761	)			170
Income tax expense (benefit)		(214	)			(214	)			-
Net income (loss)	$	(377	)		$	(547	)		$	170

NORTHWEST AIRLINES CORPORATION
PASSENGER AND REGIONAL CARRIER REVENUES AND STATISTICAL RESULTS
(Unaudited)
			Three Months Ended										Percent					Six Months Ended										Percent
			June 30,										Change					June 30,										Change
			2008					2007											2008					2007
Scheduled Service - Consolidated: (1)
	Available seat miles (ASM) (millions)			24,519					23,656					3.6					47,878					46,549				2.9
	Revenue passenger miles (RPM) (millions)			20,852					20,192					3.3					40,067					38,810				3.2
	Passenger load factor			85.0		%			85.4		%			(0.4	)	pts.			83.7		%			83.4		%		0.3		pts.
	Revenue passengers (millions)			17.5					17.4					0.6					33.3					33.0				0.9
	Passenger revenue per RPM (yield)			14.73		¢			13.82		¢			6.6					14.27		¢			13.62		¢		4.8
	Passenger revenue per RPM (yield) excluding fresh-start			14.70		¢			13.98		¢			5.2					14.32		¢			13.70		¢		4.5
	Passenger revenue per ASM (RASM)			12.52		¢			11.80		¢			6.1					11.95		¢			11.35		¢		5.3
	Passenger revenue per ASM (RASM) excluding   fresh-start			12.50		¢			11.94		¢			4.7					11.98		¢			11.42		¢		4.9
	Fuel gallons consumed - Consolidated (millions) (1)			436					433					0.7					856					851				0.6
Scheduled Service - Mainline: (2)
	Available seat miles (ASM) (millions)			21,913					21,897					0.1					43,058					43,148				(0.2	)
	Revenue passenger miles (RPM) (millions)			18,839					18,811					0.1					36,459					36,303				0.4
	Passenger load factor			86.0		%			85.9		%			0.1		pts.			84.7		%			84.1		%		0.6		pts.
	Revenue passengers (millions)			13.3					14.1					(5.7	)				25.6					27.0				(5.2	)
	Passenger revenue per RPM (yield)			13.58		¢			12.90		¢			5.3					13.16		¢			12.75		¢		3.2
	Passenger revenue per RPM (yield) excluding fresh-start			13.58		¢			13.08		¢			3.8					13.23		¢			12.84		¢		3.0
	Passenger revenue per ASM (RASM)			11.67		¢			11.08		¢			5.3					11.14		¢			10.73		¢		3.8
	Passenger revenue per ASM (RASM) excluding   fresh-start			11.67		¢			11.24		¢			3.8					11.20		¢			10.81		¢		3.6
	Fuel gallons consumed - Mainline (millions) (2)			376					390					(3.6	)				743					769				(3.4	)
PASSENGER AND REGIONAL CARRIER REVENUES
(Unaudited)
			Domestic					Pacific					Atlantic					Mainline					Consolidated
As reported:
Second Quarter 2008
	Passenger revenues (in millions)		$	1,529				$	576				$	453				$	2,558				$	3,070
Increase (Decrease) from 2007:
	Passenger revenues			(1.2	)	%			9.7		%			28.0		%			5.4		%			10.0		%
	Scheduled service ASMs (capacity)			(6.7	)	%			(0.9	)	%			28.1		%			0.1		%			3.6		%
	Scheduled service RPMs (traffic)			(5.9	)	%			0.6		%			22.0		%			0.1		%			3.3		%
	Passenger load factor			0.7		pts.			1.4		pts.			(4.2	)	pts.			0.1		pts.			(0.4	)	pts.
	Yield			5.0		%			9.1		%			4.8		%			5.3		%			6.6		%
	Passenger RASM			5.9		%			10.8		%			(0.2	)	%			5.3		%			6.1		%
Excluding fresh-start:
Second Quarter 2008
	Passenger revenues (in millions)		$	1,524				$	582				$	451				$	2,557				$	3,065
Increase (Decrease) from 2007:
	Passenger revenues			(3.5	)	%			10.0		%			27.8		%			3.9		%			8.5		%
	Yield			2.6		%			9.2		%			4.8		%			3.8		%			5.2		%
	Passenger RASM			3.5		%			10.9		%			(0.2	)	%			3.8		%			4.7		%
(1)	Consolidated statistics include Northwest Airlink regional carriers.
(2)	Mainline statistics exclude Northwest Airlink regional carriers, which is consistent with how the Company reports statistics to the Department of Transportation (“DOT”).

NORTHWEST AIRLINES CORPORATION
MAINLINE OPERATING STATISTICAL RESULTS (1)
(Unaudited)
		Three Months Ended								Percent			Six Months Ended								Percent
		June 30,								Change			June 30,								Change
		2008				2007							2008				2007
Total operating ASM (millions)		22,058				21,921				0.6			43,327				43,188				0.3
Passenger service operating expense per total ASM (2) (3)		12.04		¢		10.47		¢		15.0			12.14		¢		10.39		¢		16.8
Mainline fuel expense per total ASM		4.66		¢		3.42		¢		36.3			4.60		¢		3.19		¢		44.2
Mainline fuel expense per total ASM, excluding mark-to-market adjustments related to fuel derivative contracts that settle in future periods		5.56		¢		3.39		¢		64.0			5.04		¢		3.23		¢		56.0
Cargo ton miles (CTM) (millions)		459				505				(9.1	)		917				962				(4.7	)
Cargo revenue per ton mile		46.27		¢		39.19		¢		18.1			44.69		¢		40.24		¢		11.1
Fuel gallons consumed (millions)		376				390				(3.6	)		743				769				(3.4	)
Average fuel cost per gallon, excluding fuel taxes		287.80		¢		205.89		¢		39.8			283.82		¢		191.74		¢		48.0
Average fuel cost per gallon, excluding fuel taxes and mark-to-market adjustments related to fuel derivative contracts that settle in future periods		345.10		¢		203.88		¢		69.3			311.24		¢		194.44		¢		60.1
Number of operating aircraft at end of period													339				372				(8.9	)
Full-time equivalent employees at end of period													29,674				29,589				0.3

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

(2) This financial measure excludes non-passenger service expenses. The Company believes that providing financial measures directly related to passenger service operations allows investors to evaluate and compare the Company’s core operating results to those of the industry.

(3) Passenger service operating expense excludes the following items unrelated to passenger service operations, net of eliminations where applicable:

			Three Months Ended						Six Months Ended
			June 30,						June 30,
(In millions)			2008			2007			2008			2007
Goodwill and other impairment
	Step 2 adjustments		$	548		$	-		$	4,483		$	-
Regional carrier expenses				446			305			859			579
Freighter operations				157			154			323			288
MLT Inc.				39			50			84			105
Other				29			19			48			35

NORTHWEST AIRLINES CORPORATION
SELECTED BALANCE SHEET DATA
(Unaudited, in millions)
				Successor			Successor
				June 30,			December 31,
				2008			2007
	Cash and cash equivalents			$	3,216		$	2,939
	Unrestricted short-term investments				40			95
	Restricted cash, cash equivalents and short-term investments				424			725
	Total assets				20,867			24,517
	Total debt and capital leases, including current maturities				7,490			7,088
	Total liabilities				17,843			17,140
	Total common stockholders' equity (deficit)				3,024			7,377
THIRD QUARTER 2008 AND 2008 FULL YEAR GUIDANCE
				3Q 2008 Forecast			2008 Forecast
				(year-over-year change)			(year-over-year change)
	Scheduled service ASMs (capacity)
		Domestic (1)		(10%) - (11%)			(9%) - (10%)
		International		9% - 10%			6% - 7%
		Mainline (1)		(1.5%) - (2.5%)			(2.5%) - (3.5%)
		Regional		50% - 55%			45% - 50%
		Consolidated (2)		2% - 3%			0.5% - 1.5%
	Passenger service operating expense per total ASM excluding fuel (1)			1.5% - 2.5%			3% - 4%
				3Q 2008 Forecast			2008 Forecast
	Average fuel cost per gallon, excluding fuel taxes (1) (3)			$4.06			$3.45
	Fuel gallons consumed (millions)			375			1,452
(1)	Mainline statistics exclude Northwest Airlink regional carriers, which is consistent with how the Company reports statistics to the DOT.
(2)	Consolidated statistics include Northwest Airlink regional carriers.
(3)	Average fuel cost per gallon, based on the forward fuel curve as of July 21, 2008 excluding fuel taxes and mark-to-market adjustments related to fuel derivative contracts that settle in future periods.