<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

[ X ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 
                    FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE  ACT OF 1934 
                         Commission file number 0-23642

                         NORTHWEST AIRLINES CORPORATION
             (Exact name of registrant as specified in its charter)

            DELAWARE                                   95-4205287
  (State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                   Identification No.)

                  2700 LONE OAK PARKWAY, EAGAN, MINNESOTA 55121
                    (Address of principal executive offices)

                                 (612)  726-2111
               Registrant's telephone number, including area code

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                                   Name of each exchange on
               Title of each class                      which registered
               -------------------                      ----------------
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE      THE NASDAQ NATIONAL MARKET

         PREFERRED STOCK PURCHASE RIGHTS            THE NASDAQ NATIONAL MARKET

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                   Yes  [ X ]                        No [    ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.       [   ]

The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of February 28, 1997 was $2.0 billion.

 As of February 28, 1997, there were 93,900,681 shares of the registrant's Class
A Common Stock and 3,890,175 shares of the registrant's Class B Common Stock
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
Part II of this Form 10-K incorporates by reference certain information from the
registrant's Form 8-K filed on March 6, 1997.  Part III of this Form 10-K
incorporates by reference certain information from the registrant's Proxy
Statement for its Annual Meeting of Stockholders to be held on April 25, 1997.

<PAGE>

                                     PART I

Item 1.   BUSINESS

          Northwest Airlines Corporation ("NWAC" and, together with its
subsidiaries, the "Company") was incorporated in February 1989 under the laws of
the State of Delaware. Northwest Airlines, Inc. ("Northwest"), the principal
wholly-owned indirect subsidiary of NWAC, operates the world's fourth largest
airline (as measured by 1995 revenue passenger miles ("RPMs")) and is engaged
principally in the commercial transportation of passengers and cargo.
Northwest's business focuses on the development of a global airline network
through the optimization of its domestic hubs at Detroit, Minneapolis/St. Paul
and Memphis, an extensive Pacific route system with hubs at Tokyo and Osaka, and
a transatlantic alliance with KLM Royal Dutch Airlines ("KLM") which operates
through a hub in Amsterdam.  Northwest began operations in 1926.

OPERATIONS AND ROUTE SYSTEMS

          Northwest operates substantial domestic and international route
networks and directly serves more than 150 cities in 18 countries on the
continents of North America, Asia and Europe.  Northwest had more than 52
million enplanements and flew over 68 billion RPMs in 1996.

          The airline industry is both cyclical and seasonal in nature.  The
demand for air transportation is closely related to general United States
("U.S.") and worldwide economic conditions.  Due to seasonal fluctuations, the
Company's operating results for any interim period are not necessarily
indicative of those for the entire year.  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.

     DOMESTIC SYSTEM

          Operating revenues from Northwest's domestic operations were $6.26
billion in 1996, $5.64 billion in 1995 and $5.23 billion in 1994.  Northwest's
domestic route authority from the U.S. Department of Transportation (the "DOT")
permits it to engage in the interstate and overseas transportation of
passengers, freight and mail between all points in the U.S. and its territories
and possessions.  The domestic system serves 43 states, the District of
Columbia, Mexico, Canada and the Caribbean.  Northwest operates its domestic
system based on the hub-and-spoke strategy.  Northwest's hubs at Detroit,
Minneapolis/St. Paul and Memphis provide point-to-point and connecting service
and feed traffic into Northwest's gateway cities for international service.
Northwest operates international flights from its Detroit and Minneapolis/St.
Paul hubs as well as from Boston, Seattle, San Francisco, Los Angeles, Honolulu,
Chicago, Washington D.C. and New York.

          DETROIT.  Northwest and its Northwest Airlink regional partners
("Northwest Airlink") together serve over 115 cities from Detroit.  In 1996,
Northwest enplaned approximately  68% of originating jet passengers from this
hub, while the next largest competitor enplaned approximately 7%.  Detroit,
which is the seventh largest origination/destination hub in the U.S., is the
Company's largest international gateway from the continental U.S., offering non-
stop flights to 15 foreign cities, including 17 non-stop flights to Japan per
week.

          MINNEAPOLIS/ST. PAUL. Northwest and Northwest Airlink together serve
over 130 cities from Minneapolis/St. Paul.  In 1996, Northwest enplaned
approximately 77% of originating jet passengers from this hub, while the next
largest competitor enplaned approximately 4%.  Minneapolis/St. Paul is the tenth
largest origination/destination hub in the U.S.

          MEMPHIS.  Northwest and Northwest Airlink together serve over 85
cities from Memphis.  In 1996, Northwest enplaned approximately 59% of
originating jet passengers from this hub, while the next largest competitor
enplaned approximately  17%.


                                        2

<PAGE>

          MEXICAN/CARIBBEAN/CANADIAN ROUTES.  Northwest, together with Northwest
Airlink, currently operates service to six cities in Mexico, 14 cities in Canada
and five cities in the Caribbean.

     INTERNATIONAL SYSTEM

          Operating revenues from foreign operations were approximately $3.39
billion in 1996, $3.17 billion in 1995 and $2.83 billion in 1994.  Northwest
operates its international routes pursuant to route certificates issued by the
DOT.  A substantial portion of Northwest's Pacific route certificates are
permanent and do not require renewal by the DOT.  Certain other international
route certificates are temporary and subject to periodic renewal by the DOT.
Northwest requests extensions of these certificates when and as appropriate.
The DOT typically renews temporary authorities on routes where the authorized
carrier is providing a reasonable level of service.

          PACIFIC.  Northwest has served the Pacific market since 1947 and has
one of the world's largest Pacific route networks, with over 450 weekly flights.
Northwest's Pacific operations are concentrated at its Tokyo hub.

          Northwest provides passenger service between various points in the 
U.S. and Japan and operates flights between Japan and Korea, Taiwan, Hong 
Kong, the Philippines, Thailand, Singapore, China and Northern Mariana 
Islands.  Northwest also operates direct flights from Detroit to Seoul, Korea 
and from Seattle to Hong Kong.  At the end of 1996, Northwest was providing 
seven flights each week to China, including three non-stop flights between 
Detroit and Beijing, the only regularly scheduled non-stop service from the 
U.S. to China's capital operated by a U.S. carrier.  Northwest also provides 
extensive service to Osaka and currently operates 42 weekly departures from 
Osaka.

          Northwest's Japan presence results from the 1952 U.S.-Japan bilateral
aviation agreement, which establishes route rights to carry traffic between
Japan and as many as 16 U.S. gateway cities and extensive "fifth freedom" rights
between Japan and other Asian destinations.  Northwest has the largest slot
portfolio of any non-Japanese airline at Tokyo's slot-constrained Narita
International Airport, with 316 weekly takeoff and landing slots.  Northwest
uses its route certificate and slot portfolio to operate a network linking eight
U.S. gateways and ten Asian and Micronesian destinations via Tokyo.  Northwest
and United Air Lines, Inc. ("United") are the only U.S. passenger carriers that
have fifth freedom rights for Japan.

          ATLANTIC.  Northwest and KLM presently operate their transatlantic
flights pursuant to a joint venture alliance.  Through this alliance, Northwest
has expanded its presence in the transatlantic market by operating joint service
between 11 U.S. cities and Amsterdam, KLM's hub airport.  In September 1992, the
U.S. and The Netherlands entered into an "open-skies" bilateral aviation treaty
which authorizes the airlines of each country to provide international air
transportation between any U.S.-Netherlands city pair and to operate connecting
service to destinations in other countries.  Based primarily on the open-entry
market created by this treaty and the limited competitive overlap between route
systems, Northwest and KLM petitioned the DOT for joint immunity from the U.S.
antitrust laws and were granted such immunity in January 1993.  Code-sharing has
been implemented on flights to 31 European, eight Middle Eastern, five African
and 180 U.S. cities.  Northwest will begin service to Mumbai and Delhi, India
effective June 1, 1997 from Amsterdam.  Northwest and KLM also coordinate
pricing, scheduling, product development and marketing. Northwest and KLM are
parties to a Commercial Cooperation and Integration Agreement which is
terminable by either party upon twelve months notice.

OTHER OPERATIONS

          CARGO.   Northwest is the world's tenth largest cargo air carrier
(based on 1995 freight ton miles) and the only U.S. passenger airline to operate
its own dedicated Boeing 747 all-cargo freighter fleet.  Cargo accounts for
almost 8% of the Company's operating revenues, and the majority of its cargo
revenues are of Asian origination or destination.  Through its Tokyo cargo hub,
Northwest serves most major air freight markets between the U.S. and the Pacific
market.


                                        3

<PAGE>

          AIRLINK AND OTHER PARTNERSHIPS.  Northwest has marketing agreements 
with two regional carriers: Mesaba Aviation, Inc. and Express Airlines I, 
Inc.  Pursuant to these agreements, the regional carriers operate their 
flights under the Northwest "NW" code.  The primary purpose of these 
marketing agreements is to provide increased feed traffic at Detroit, 
Minneapolis/St. Paul and Memphis.  On March 22, 1997, the Company entered 
into a stock purchase agreement to acquire for cash all the outstanding 
common stock of Express Airlines I, Inc. The transaction is expected to close 
in April 1997.

          Northwest has additional marketing agreements with Horizon Air, Trans
States Airlines, Inc., America West Airlines, Inc. and Alaska Airlines for code-
sharing on some of these carriers' routes in the western U.S.  The Company also
has code-sharing agreements with Mahalo Air, Hawaiian Airlines, Asiana Airlines
and Pacific Island Aviation.  The primary purpose of the arrangements with these
airlines (which operate their routes under their own names) is to feed
Northwest's Pacific route network and maintain a presence in certain markets
that Northwest does not directly serve.  Northwest also has marketing agreements
with Business Express Airlines for code-sharing in the Boston area to feed its
domestic and transatlantic route network and with Eurowings and Air UK, which
further enhances Northwest's service to Europe.

OTHER ACTIVITIES

          NORTHWEST AEROSPACE TRAINING CORPORATION.  Northwest Aerospace
Training Corporation ("NATCO") provides training and aircraft simulation
services to pilots for Northwest, other airlines, governments and corporations.
The NATCO training facility is among the world's largest aircraft simulation
facilities, with 27 full-flight simulators and training devices.  In 1996, 40%
of NATCO's revenues came from third parties.  NATCO's customer base includes
both domestic and international airlines.

          MLT INC.  MLT Inc. ("MLT") is among the largest vacation wholesale
companies in the U.S.  In addition to its MLT Vacations charter program, MLT
markets and supports Northwest's WorldVacation packages and offers leisure fares
to several domestic and international destinations, primarily on Northwest.

          NORTHWEST PARS, INC.  Northwest PARS, Inc. holds a 32% limited
partnership interest in WORLDSPAN.  WORLDSPAN operates and markets a computer
reservations and passenger processing system ("CRS") for the travel industry.
Delta Air Lines, Inc. ("Delta"), Trans World Airlines, Inc. ("TWA") and ABACUS
Distributions Systems Pte Ltd own 38%, 25% and 5% of WORLDSPAN, respectively.

COMPETITION

          Since the passage of the Airline Deregulation Act of 1978, the airline
industry has been characterized by strong competition and industry
consolidation.  A number of airlines have filed for bankruptcy and/or ceased
operations.  Airlines offer discount fares, a wide range of schedules, frequent
flyer mileage programs and ground and in-flight services as competitive tools to
attract passengers and increase market share.  Because of the relative ease with
which U.S. carriers can enter new markets, Northwest's domestic service is
subject to potential increases in competition from other air carriers, the
extent and effect of which cannot be predicted.

          The airline industry is subject to substantial price competition as
U.S. airlines are free to determine domestic pricing policies without government
regulation.  Price competition has accelerated the efforts of airline management
to reduce costs and improve productivity.  Northwest's pricing decisions are
influenced by, among other things, competition from other airlines.  Northwest
utilizes yield management programs that are designed to manage the number of
discount seats offered on each flight in an effort to maximize revenues.
Northwest expects to continue periodic discount fare programs in order to
attract discretionary customers who might not otherwise travel at normal fare
levels.  International fares are subject to the jurisdiction of the governments
of the foreign countries being served and the DOT.  However, the Company
generally has substantial discretion with respect to its international pricing
policies.


                                        4

<PAGE>

          Northwest has developed strategies that are designed to utilize the
Company's strategic assets to its competitive advantage.  These strategies focus
on providing consistently convenient and reliable service, including superior
on-time performance.  In addition, the Company's frequent flyer program,
targeted fare promotions and customer service improvements are designed to
maintain and improve its competitive position.

WORLDSPAN COMPUTER RESERVATION SYSTEM

          The large majority of travel agencies in the U.S. obtain their airline
travel information through access to a CRS.  A CRS, which is typically owned or
operated by an airline or airlines, is used by travel agents to make airline,
hotel and car reservations and to issue airline tickets.  Northwest's presence
through WORLDSPAN in the CRS market gives it a voice in the distribution of its
airline product.  Based on the number of passenger segments sold and the number
of agency locations, WORLDSPAN ranks third in market share among travel agents
in the U.S.  WORLDSPAN is subject to CRS regulations promulgated by the DOT and
the European Economic Community.

MARKETING

          Consistent with the experience of other carriers, approximately 84% of
ticket sales for travel on Northwest are sold by travel agents.  Travel agents
generally receive commissions on sales of tickets.  Airlines often pay
additional commissions in connection with special revenue programs.

          In January 1996, Northwest introduced electronic ticketing for its
flights between Minneapolis/St. Paul and Chicago's O'Hare Airport.  During 1996,
Northwest's entire U.S. and Canadian route system became "E-ticket capable".

          Also during 1996, Northwest began offering CyberSaver fares via its
site on the World Wide Web (www.nwa.com).  These fares offer travelers the
opportunity to realize deep discounts for weekend travel on selected domestic
routes.  Northwest has allowed customers to make direct bookings on a third-
party web site and, beginning in March 1997, began offering direct booking from
its own web site.

FREQUENT FLYER PROGRAM

          Northwest operates a frequent flyer marketing program known as
"WORLDPERKS" under which mileage credits are earned by flying on Northwest or
participating airlines and by using the services of participating bank credit
cards, hotels and car rental firms.  Northwest sells mileage credits to the
other companies participating in the program.  The program was designed to
retain and increase the business of frequent travelers by offering incentives
for their continued patronage.

          The WORLDPERKS program is based on a mileage banking system (pursuant
to which miles earned are accumulated in an account for each member). Mileage
credits can be redeemed for free or upgraded travel on Northwest and other
participating airlines or for other travel industry awards.  Additional features
include the use of seasonal awards based on peak/off-peak period travel and a
two-tier award structure.

          Northwest accounts for its frequent flyer obligation on the accrual
basis using the incremental cost method. Northwest includes food and beverage,
fuel, insurance, security, miscellaneous claims and WORLDPERKS service center
expense in its incremental cost calculation.  The incremental costs do not
include any contribution to overhead or profit.  Food, beverage and other costs
are based on average cost per passenger for the current twelve-month period.
The incremental fuel unit cost per passenger is based on engineering formulas
that determine the average fuel cost per pound carried.  Average year-to-date
fuel price and estimated average weight of each added onboard passenger and
luggage are factored into the incremental cost computation and converted to a
rate per passenger per award.


                                        5

<PAGE>

          The number of estimated travel awards outstanding at December 31,
1996, 1995 and 1994 was approximately 4,536,000, 3,853,000 and 4,186,000 awards,
respectively (data for December 31, 1996 and 1995 is based on an average of
23,900 miles per award, instead of the previous 20,000 miles per award).
Northwest estimated its recorded liability based on 3,642,000, 3,001,000 and
3,380,000 of these awards, respectively.  The estimated liability excludes
accounts that have never attained the lowest travel award level and awards that
are expected to be redeemed for upgrades or are not expected to be redeemed at
all, and includes an estimate for partially earned awards on accounts that
previously earned an award.  The number of estimated travel awards used for
travel on Northwest during the years ended December 31, 1996, 1995 and 1994 was
approximately 1,025,000, 1,213,000 and 1,255,000, respectively.  These awards
represented an estimated 5.5%, 6.0% and 6.5% of Northwest's total RPMs for each
such year, respectively.  Northwest believes displacement of revenue passengers
is minimal based on the low ratio of WORLDPERKS award usage to revenue passenger
miles, the Company's ability to manage frequent flyer inventory through seat
allocations and blackout dates, and program incentives to travel during off-peak
periods.

AIRCRAFT FUEL

          Northwest's worldwide aircraft fuel requirements are met by
approximately 50 different suppliers.  Northwest has contracts with these
suppliers, the terms of which vary as to price, payment terms, quantities and
duration.  Northwest also makes purchases of fuel based on price and
availability.  In order to provide a measure of control over price and supply,
Northwest trades and ships fuel and maintains fuel storage facilities to support
its flight operations.  Petroleum product prices, including jet fuel, are
primarily driven by crude oil costs.  The market's alternate uses of crude oil
to produce petroleum products other than jet fuel (e.g., heating oil and
gasoline) as well as the adequacy of refining capacity and other supply
constraints affect the price and availability of jet fuel.  Major changes in the
price or availability of fuel could materially affect the financial results of
the Company.  A one cent change in the cost per gallon of fuel (based on 1996
consumption) would impact operating expense by approximately $1.6 million per
month.

          The following table summarizes Northwest's fuel consumption and costs
for the years ended December 31, 1996, 1995 and 1994:

                                                    Years Ended December 31
                                                -------------------------------
                                                  1996         1995       1994
                                                --------    --------   --------
          Gallons consumed (in millions) . . .    1,945       1,846      1,793
          Total costs (in millions) (1). . . .  $ 1,307     $ 1,027    $ 1,008
          Average cost per gallon (cents). . .    67.21       55.66      56.23
          Percentage of operating expenses . .     14.8%       12.6%      13.4%

          ----------
          (1)  Excludes taxes and into-plane fees.


REGULATION

          GENERAL. Four of the nation's airports, Chicago's O'Hare, New York's
LaGuardia and Kennedy International and Washington's National airports, have
been designated by the Federal Aviation Administration (the "FAA") as "high
density traffic airports", and the number of take offs and landings at such
airports ("slots") have been limited during certain peak demand time periods.
Currently the FAA permits the buying, selling, trading or leasing of these
slots, subject to certain restrictions.  The DOT has the authority to regulate
deceptive and unfair competitive practices and maintains jurisdiction over
international route authorities and certain consumer protection matters, such as
advertising, denied boarding compensation, baggage liability and CRSs.


                                        6

<PAGE>

          With respect to foreign air transportation, the DOT must approve
agreements between air carriers, including code-sharing agreements, and may
grant antitrust immunity for those agreements.  The DOT must also approve the
transfer between U.S. carriers of international route certificates.  Northwest's
rights to operate to foreign countries, including Japan and other countries in
the Pacific, are governed by aviation agreements between the U.S. and the
respective foreign countries.  Many aviation agreements permit an unlimited
number of carriers to operate between the U.S. and the respective foreign
country, while other aviation agreements limit the number of carriers and
flights on a given international route.  From time to time, the U.S. or its
foreign country counterpart may seek to renegotiate or cancel an aviation
agreement.  In the event an aviation agreement is amended or canceled, such a
change could adversely affect Northwest's ability to maintain and/or expand air
service to the foreign country.

          Operations to and from foreign countries are subject to the applicable
laws and regulations of those countries.  There are restrictions on the number
and timing of operations at certain international airports served by Northwest,
including Tokyo and Osaka.  Additionally, slots for international flights are
subject to certain restrictions on use and transfer.

          LABOR.  The Railway Labor Act ("RLA") governs the labor relations of
employers and employees engaged in the airline industry.  Comprehensive
provisions are set forth in the RLA establishing the right of airline employees
to organize and bargain collectively along craft or class lines and imposing a
duty upon air carriers and their employees to exert every reasonable effort to
make and maintain collective bargaining agreements.  The RLA contains detailed
procedures that must be exhausted before a lawful work stoppage may occur.
Pursuant to the RLA, Northwest has collective bargaining agreements with six
domestic unions representing 11 separate employee groups.  In addition,
Northwest has agreements with four unions representing its employees in
countries throughout Asia, which agreements are not subject to the RLA.

          NOISE ABATEMENT.  The Airport Noise and Capacity Act of 1990 ("ANCA")
requires the phaseout of Stage II aircraft operations (as defined in Part 36 of
the Federal Aviation Regulations) by December 31, 1999, subject to certain
exceptions.   The FAA regulations which implement the ANCA require carriers to
modify or reduce the number of Stage II aircraft operated by 25% by the end of
1994, 50% by the end of 1996, 75% by the end of 1998 and 100% by the end of
1999.  Alternatively, a carrier could satisfy these compliance requirements by
operating a fleet that is at least 55% Stage III by the end of 1994, 65% Stage
III by the end of 1996, 75% Stage III by the end of 1998 and 100% Stage III by
the end of 1999.  As of December 31, 1996, Northwest operated 253 Stage III
aircraft and 146 Stage II aircraft.  Northwest achieved 1996 compliance by
reducing the number of Stage II aircraft in its fleet by more than 50% and has
plans in place to enable it to meet future year-end operational requirements.

          The ANCA also recognizes the right of airport operators with special
noise problems to implement local noise abatement procedures as long as such
procedures do not interfere unreasonably with the interstate and foreign
commerce of the national air transportation system.  The ANCA generally requires
FAA approval of local noise restrictions on Stage II aircraft and establishes a
regulatory notice and review process for local restrictions on Stage II aircraft
first proposed after October 1990.  As a result of litigation and pressure from
airport area residents, airport operators have taken local actions over the
years to reduce aircraft noise.  These actions include restrictions on nighttime
operations, restrictions on frequency of aircraft operations and various
operational procedures for noise abatement.  While to date Northwest has
sufficient operational and scheduling flexibility to accommodate current local
noise restrictions, its operations could be adversely affected if locally-
imposed regulations become more restrictive or widespread.

          SAFETY.  The FAA has jurisdiction over aircraft maintenance and
operations, including equipment, dispatch, communications, training, flight
personnel and other matters affecting air safety.  To ensure compliance with its
regulations, the FAA requires all U.S. airlines to obtain operating,
airworthiness and other certificates which are subject to suspension or
revocation for cause.  During 1995, Northwest received an exceptional report
from the Federal Aviation Administration during the most recent National
Aviation Safety Inspection Program (NASIP) audit.


                                        7

<PAGE>

          The Company's aircraft require various levels of maintenance or
"checks" and periodically undergo complete overhauls.  Maintenance efforts are
monitored closely by the FAA, with FAA representatives present at the Company's
maintenance facilities.  The FAA has issued several Airworthiness Directives
("ADs") which mandate changes to an air carrier's maintenance program for older
aircraft.  These ADs (which include structural modifications to certain
aircraft) were issued to ensure that the oldest portion of the nation's
transport aircraft fleet remains airworthy.  The Company is currently, and
expects to remain, in compliance with all applicable requirements under the FAA-
issued ADs.

          A combination of FAA and Occupational Safety and Health Administration
regulations on both the federal and state levels apply to all of Northwest's
ground-based operations.

          ENVIRONMENTAL.  The Company is subject to regulation under various
environmental laws and regulations, which are administered by numerous state and
federal agencies, including the Clean Air Act, the Clean Water Act and
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA").  In addition, many state and local governments have adopted
environmental laws and regulations to which the Company's operations are
subject.

          Federal and state laws and regulations impose certain requirements for
the upgrading of underground storage tanks ("USTs").  These requirements,
including upgrading of USTs to new construction standards and installation with
leak detection systems, are phased into effect based on the age, construction
and use of existing tanks.  Northwest operates a number of underground and
above-ground storage tanks throughout its system, which are primarily used for
the storage of fuel, deicing fluids and solvents.  A program for the removal or
upgrading of USTs and remediation of any contamination from such USTs has been
ongoing since 1989.

          Northwest has been identified by the U.S. Environmental Protection
Agency as a potentially responsible party ("PRP") pursuant to CERCLA at the
Union Scrap Iron & Metal Co. site in Minneapolis, Minnesota; Oak Grove Landfill
site in Anoka County, Minnesota; Memphis International Airport in Shelby County,
Tennessee; and Petroleum Products site in Broward County, Florida.  In addition,
the Massachusetts Department of Environmental Protection has identified a number
of contaminated sites at Boston's Logan Airport, for which Northwest has been
identified as a PRP under Massachusetts law.

          Management believes that neither compliance with the federal and state
UST laws and regulations nor the cleanup for each of the sites described above
will have a material adverse effect on the Company's financial statements taken
as a whole.

EMPLOYEES

          As of December 31, 1996, the Company had approximately 47,500 full-
time equivalent employees of which approximately 2,700 were foreign nationals
working in Asia and Europe.  Approximately 90% of the Company's employees are
represented by unions.  Collective bargaining agreements provide standards for
wages, hours of work, working conditions, settlement of disputes and other
matters.  The major agreements with domestic employees became amendable on
various dates as follows:


                                        8

<PAGE>

<TABLE>
<CAPTION>

                                              Approximate
                                               Number of
                                               Full-time
                                              Equivalent
                                               Employees                                              Amendable
Employee Group                                  Covered    Union                                        Date
--------------------------------------------  -----------  ---------------------------------------    ---------
<S>                                           <C>          <C>                                        <C>
Pilots . . . . . . . . . . . . . . . . . . .     5,600     Air Line Pilots Association                 10/31/96
                                                            International
Flight Attendants. . . . . . . . . . . . . .     9,100     International Brotherhood of                08/02/96
                                                            Teamsters, Chauffeurs,
                                                            Warehousemen & Helpers of America
Clerks and Agents. . . . . . . . . . . . . .    10,400     International Association of Machinists     10/03/96
                                                            & Aerospace Workers ("IAM")
Mechanics and Related Employees. . . . . . .     8,200     IAM                                         10/03/96
Equipment Service Employees and Stock Clerks     6,400     IAM                                         10/03/96
</TABLE>

          As previously discussed, the above agreements are governed by the RLA.
Pursuant to the RLA, each agreement became amendable at the expiration of its
stated term, and continues in effect while the parties pursue agreement on a new
contract.  Contract negotiations with each union commenced in late 1996.  In
addition to the direct negotiation phase, the RLA also provides for a period of
mediation, potential arbitration of unresolved issues, and a 30-day "cooling
off" period before either party can resort to self help.

          For further discussion regarding the status of the collective
bargaining agreements and the expiration of the wage savings agreements with
each of the Company's domestic unions see Item 7.  Management's Discussion and
Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

          The Company through its management may from time to time make oral 
forward-looking statements. In connection with the "safe harbor" provisions 
of the Private Securities Litigation Reform Act of 1995, the Company is 
hereby identifying important factors that could cause actual results to 
differ materially from those contained in any forward-looking statement made 
by or on behalf of the Company. Any such statement is qualified by reference 
to the following cautionary statements.

          It is not reasonably possible to itemize all of the many factors 
and specific events that could affect the outlook of an airline operating in 
the global economy. Some factors that could significantly impact expected 
capacity, load factors, revenues, expenses and cash flows include the airline 
pricing environment, fuel costs, labor negotiations both at the Company and 
other carriers, low-fare carrier expansion, capacity decisions of other 
carriers, actions of the U.S. and foreign governments, foreign currency 
exchange rate fluctuations, inflation, the general economic environment and 
other factors discussed herein.

          Developments in any of these areas, as well as other risks and 
uncertainties detailed from time to time in the Company's Securities and 
Exchange Commission filings, could cause the Company's results to differ from 
results that have been or may be projected by or on behalf of the Company. 
The Company cautions that the foregoing list of important factors is not 
exclusive. The Company does not undertake to update any forward-looking 
statements that may be made from time to time by or on behalf of the Company.

Item 2.   PROPERTIES

FLIGHT EQUIPMENT

          The Company operated a fleet of 399 aircraft at December 31, 1996,
consisting of 325 narrow-body and 74 wide-body aircraft.  The diversity of the
fleet accommodates both the Company's domestic hub-and-spoke system and its
international routes and enhances the Company's ability to more efficiently
match its aircraft to its route network requirements.

          As of December 31, 1996, 273 aircraft were owned and 126 aircraft 
were leased.  The Company currently operates 50 (of which 22 are owned) 
Airbus A320 aircraft with an average age of 5.1 years.  The Company's fleet 
of Boeing aircraft includes 43 (of which 29 are owned) 727 aircraft with an 
average age of 17.6 years, 48 (of which 15 are owned) 757 aircraft with an 
average age of 7.3 years, 33 (of which 18 are owned) 747 aircraft with an 
average age of 15.1 years and eight (of which 5 are owned) 747 freighters 
with an average age of 16.6 years. The Company's fleet of McDonnell Douglas 
aircraft includes 176 (of which 151 are owned) DC-9 aircraft with an average 
age of 26.4 years, 33 (of which 25 are owned) DC-10 aircraft with an average 
age of 22.7 years and eight (all of which are owned) MD-80 aircraft with an 
average age of 14.5 years.

                                        9

<PAGE>

          Although the DC-9 and DC-10 average aircraft age exceeds twenty 
years, these aircraft have considerable remaining technological life, based 
upon the cycle life (capacity for number of landings) expected by the 
manufacturer and other factors. The Company also believes that these aircraft 
have economic value for the Company given its route network and maintenance 
programs.  The Company has adopted programs to refurbish and hushkit 173 DC-9 
aircraft.  As a result of these programs, the Company estimates these 
aircraft could fly on average approximately 16 additional years beyond 1996 
based upon the manufacturer's expected cycle life for such aircraft and their 
projected annual utilization by Northwest.  The Company estimates that its 
DC-10 aircraft fleet could fly on average approximately 24 additional  years 
beyond 1996 based upon the manufacturer's expected cycle life for such 
aircraft and their projected annual utilization by Northwest.

          For further information related to the Company's leases and
commitments see Notes D, I and M to Consolidated Financial Statements included
within Item 8. Consolidated Financial Statements and Supplementary Data.

OTHER PROPERTY AND EQUIPMENT

          Northwest's primary offices are located at or near the Minneapolis/St.
Paul International Airport.  The Company owns a 160-acre site east of the
Minneapolis/St. Paul International Airport containing the Company's corporate
offices.  Additional owned buildings include reservation centers in Baltimore,
Detroit, Tampa and Chisholm, Minnesota; a data processing center in Eagan,
Minnesota; and several office buildings.  The Company owns property in Tokyo,
including a 1.3-acre site in downtown Tokyo and a 33-acre land parcel, 512-room
hotel and flight kitchen located near Narita International Airport.

          Northwest leases the majority of its airport facilities, support 
services buildings and sales and reservations offices.  Expiration dates on 
these leases range from 1997 to 2025.  The Company operates reservations 
centers in or near Honolulu, Los Angeles, New York City and Seattle.  
Maintenance bases under operating leases are located in Minneapolis/St. Paul, 
Atlanta, Georgia and Duluth, Minnesota. The Company also operates 
approximately 70 city ticket offices.  In certain cases, the Company has 
constructed a facility on leased land which reverts to the lessor upon 
expiration of the lease.  These facilities include cargo buildings in 
Anchorage, Boston, Los Angeles, San Francisco and Honolulu; support buildings 
at the Minneapolis/St. Paul International Airport; a hangar in Cleveland; and 
a flight kitchen in Seattle.

Item 3.   LEGAL PROCEEDINGS

     NORTHWEST AIRLINES, INC. V. AMERICAN AIRLINES, INC.  (U.S.D.C. District of
Minnesota, Civ. No. 4-91-539).  After written threats of litigation from
American Airlines, Inc. ("American"), in July 1991 Northwest filed a declaratory
judgment action in the United States District Court for the District of
Minnesota seeking a determination that Northwest's hiring of certain American
employees was lawful.  After an unsuccessful attempt to litigate its claims in
the United States District Court for the Northern District of Texas, American
filed a counterclaim for damages in Northwest's declaratory judgment proceeding
alleging tortious interference with employment contracts, conversion of trade
secrets and copyright infringement with respect to Northwest's hiring of 13
American employees in the yield management and finance areas and seeking damages
in excess of $300 million.  The parties have completed pretrial discovery; no
trial date has been scheduled.

          KLM ROYAL DUTCH AIRLINES V. A. CHECCHI, ET AL.  (Delaware Court of
Chancery, New Castle County, Civil Action No. 14764).  On November 16, 1995, the
Board of Directors approved a stockholder rights plan.  On December 28, 1995,
KLM instituted litigation against the Company and its directors (other than
those directors designated by KLM) seeking to rescind the adoption of the
stockholder rights plan or, alternately, to require that KLM's option on certain
shares of common stock, exercisable in August 1998, be exempted from the
operation of the stockholder rights plan.


                                       10

<PAGE>

          Other disputes between NWAC and KLM also presently exist with respect
to KLM's participation in NWAC's corporate governance and the parties'
transatlantic alliance.  In addition, in November 1995, KLM instituted
litigation against certain stockholders of NWAC who are parties to a
stockholders' agreement with KLM over the validity of certain amendments to that
stockholders' agreement.

          In recent months, Northwest and KLM have had meetings
regarding a possible resolution of all matters in dispute.  No resolution of
these matters was reached at these meetings.  These meetings included discussion
of various settlement proposals, including a proposal to lengthen the term of
the alliance agreement between Northwest and KLM and to provide for KLM's
divestiture over a multi-year period of NWAC common stock, either by NWAC
repurchases or by other means.  As of the date of this report, there has been no
resolution of the matters in dispute and the outcome of future discussions,
if any, cannot be determined at this time.

          IN RE:  TRAVEL AGENCY COMMISSION ANTITRUST LITIGATION  (U.S.D.C. 
District of Minnesota, Multi-District Litigation Docket No. 1058).  On 
February 9, 1995, Delta announced that it would impose caps of $25 (for 
one-way tickets) and $50 (for round-trip tickets) on the 10% base commissions 
earned by travel agents for selling tickets for domestic travel on Delta.  
Northwest subsequently adopted a similar travel agent commission structure, 
as did five other airlines. Thereafter, Northwest was named as a codefendant 
in a series of treble-damage antitrust class action complaints by various 
individual travel agencies and by the American Society of Travel Agents.  The 
complaints sought injunctive relief and unspecified damages.  On September 3, 
1996, an agreement in principle to settle the antitrust class litigation 
between a class of travel agency plaintiffs and American, Delta, United and 
the Company was reached.  Under the settlement agreement, the Company agreed 
to pay $10.8 million of the $72 million aggregate settlement payment to be 
made by the four airlines.  (Separate settlement agreements were reached by 
the plaintiffs with Continental Airlines, Inc., US Airways and TWA.  The 
aggregate amount of all settlement payments is approximately $86 million.)  
In agreeing to settle the case, the Company vigorously denied any wrongdoing 
and agreed to settle the litigation solely to avoid the uncertainty and 
expense and diversion of management time and effort associated with a 
protracted trial.  On February 7, 1997, the Court granted final approval to 
the settlement agreement. The time for any party to appeal the Court's final 
approval of the settlement has expired and no parties filed an appeal.

          In addition, in the ordinary course of its business, the Company is
party to various other legal actions which the Company believes are incidental
to the operation of its business.  The Company believes that the outcome of the
proceedings to which it is currently a party (including those described above)
will not have a material adverse effect on the Company's consolidated financial
statements taken as a whole.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          No matters were submitted to a vote of the Company's security holders
during the fourth quarter of 1996.


                                       11

<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS OF THE REGISTRANT

          The executive officers of the Company, together with their ages and
business experience, are set forth below:

          JOHN H. DASBURG, age 54, has served as President & Chief Executive
Officer and a director of NWAC and Northwest since 1990.  Mr. Dasburg joined
Northwest in November 1989 as Executive Vice President-Finance and
Administration and was named President and Chief Executive Officer in November
1990.  From 1987 to 1989,  Mr. Dasburg served as President of Marriott's Lodging
Group and as an Executive Vice President of Marriott Corp.  From 1980 through
1987, he held various senior executive positions at Marriott.  Prior to 1980, he
was a partner of KPMG Peat Marwick.  Mr. Dasburg is on the board of directors of
Owens Corning, The St. Paul Companies, Inc. and the Mayo Foundation.

          JAMES A. LAWRENCE, age 44, has served as Executive Vice President &
Chief Financial Officer of NWAC and Northwest since October 1996.  Prior to
joining Northwest, Mr. Lawrence was President & Chief Executive Officer of The
Pepsi-Cola Company, Asia, Middle East and Africa from 1993 to 1996.  From 1992
through 1993, he served as Executive Vice President, Pepsi-Cola International.
Prior to joining PepsiCo in 1992, Mr. Lawrence co-founded a management
consulting firm, The LEK Partnership, and was a partner at Bain and Company.

          MICHAEL E. LEVINE, age 55, has served as Executive Vice President-
Marketing & International of Northwest since August 1994.  He joined Northwest
as Executive Vice President-Marketing in July 1992.  Prior to joining Northwest,
Mr. Levine was a professor at Yale University's School of Management from 1987
to 1992, and was Dean from 1988 to 1992.  Mr. Levine also served as Executive
Vice President-Marketing at Continental from 1981 to 1982 and then as President
and Chief Executive Officer of New York Air from 1982 to 1984.  Mr. Levine held
senior positions at the U.S. Civil Aeronautics Board, serving as General
Director, International and Domestic Aviation, in 1979.

          WILLIAM D. SLATTERY, age 54, has served as President of Northwest 
Cargo & Charter, a division of Northwest, since August 1994.  From August 
1994 to December 1996, he also served as Executive Vice President of 
Northwest.  From June 1992 to August 1994, he served as Northwest's Executive 
Vice President-International.  He joined Northwest in April 1988 as Executive 
Vice President-Operations and Chief Safety Officer.  In 1987 and 1988, he 
served as Executive Vice President of Carlson Travel Group, a unit of Carlson 
Companies which is engaged in the travel agency business.  From 1985 to 1987, 
Mr. Slattery was Senior Vice President-Marketing of Air Cal, and from 1983 to 
1985 he was President of Braniff, Inc.  From 1980 to 1983 he was Vice 
President-International of TWA.

          DONALD A. WASHBURN, age 52, has served as Executive Vice President-
Customer Service & Operations of Northwest since July 1994.  He joined Northwest
in 1990 and has served in a number of executive positions.  From 1980 to 1990,
Mr. Washburn held various executive positions with Marriott Corporation,
including Executive Vice President and General Manager of Marriott's Courtyard
Division.

          RICHARD H. ANDERSON, age 41, has served as  Senior Vice 
President-Technical Operations & Airport Affairs of NWAC and Northwest since 
January 1997.  From July 1994 to December 1996, he was Senior Vice 
President-Labor Relations, State Affairs & Law.  He joined Northwest in 1990 
as Vice President-Deputy General Counsel.  Prior to joining Northwest, Mr. 
Anderson was Staff Vice President and Deputy General Counsel of Continental.  
From 1989 to 1990, Mr. Anderson was Associate General Counsel of Continental.

          CHRISTOPHER E. CLOUSER, age 45, has served as Senior Vice President-
Administration since September 1996.  From July 1993 to September 1996, he
served as Senior Vice President-Communications, Advertising & Human Resources.
He joined Northwest in April 1991 as Senior Vice President-Corporate
Communications and Advertising.  From 1988 to 1991, Mr. Clouser was Vice
President-Corporate Relations and Advertising for Bell Atlantic Corporation.  He
also served on the board of directors of the Bell Telephone Company of
Pennsylvania.  Mr. Clouser has previously held officer positions at Hallmark
Cards, U.S. Sprint and United Telecommunications, Inc.


                                       12

<PAGE>

          JOSEPH E. FRANCHT, JR., age 46, has been Senior Vice President-Finance
and Treasurer since July 1990.  From 1980 to 1990, Mr. Francht held senior
executive positions with the New York branch of Banque Paribas, including the
post of Senior Vice President-Leveraged Capital Group.

          RICHARD B. HIRST, age 52, has served as Senior Vice President-
Corporate Affairs of NWAC and Northwest since July 1994.  He joined
Northwest as Senior Vice President, General Counsel in 1990.  From 1986 to 1990,
Mr. Hirst served as Vice President, General Counsel and Secretary at
Continental.

          MARK W. OSTERBERG, age 46, joined the Company as Vice President and
Chief Accounting Officer in June 1990.  Prior to joining Northwest, Mr.
Osterberg held senior financial management positions with Braniff, Inc.,
including Senior Vice President-Finance, from 1984 to 1989.

          DOUGLAS M. STEENLAND, age 45, has served as Senior Vice President,
General Counsel and Secretary of NWAC and Northwest since July 1994.  He
joined Northwest as Vice President-Deputy General Counsel and Secretary in July
1991.  Prior to joining Northwest, Mr. Steenland was a senior partner at the
Washington, D.C. law firm of Verner, Liipfert, Bernhard, McPherson and Hand.

                                     PART II

Item 5.   MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
          MATTERS

The Company's common stock is quoted on the Nasdaq National Market under symbol
NWAC.  The table below shows the high and low sales prices for the Company's
Class A Common Stock during 1996 and 1995:

----------------------------------------------------------------------------
                             1996                         1995
----------------------------------------------------------------------------
Quarter                HIGH          LOW          High             Low
----------------------------------------------------------------------------
1st                   55 1/8       40 1/2        28 1/2          15 7/8
2nd                   52 7/8       38            35 3/4          24 3/4
3rd                   40 1/2       34            42 7/8          33 1/4
4th                   42 1/8       30 1/2        52 1/2          39 3/8
----------------------------------------------------------------------------

As of February 28, 1997 there were 458 stockholders of record.

Since the acquisition in 1989 of NWAC's principal subsidiary, NWA Inc., which is
the parent of Northwest, NWAC has not declared or paid any dividends on its
common stock and does not currently intend to do so.  In addition, the Company
is effectively precluded from paying dividends or making other distributions to
the holders of the common stock or repurchasing the common stock without the
consent of the holders of the Series A and Series B Preferred Stock.  While KLM
as one of the two holders of such shares has provided such consent, there can be
no assurance that the other holder will grant such a consent.  In addition,
under the provisions of certain of the Company's debt arrangements, NWAC's
ability to pay dividends on or repurchase its common stock is restricted.  Any
future determination to pay cash dividends will be at the discretion of the
Board of Directors, subject to applicable limitations under Delaware law, and
will be dependent upon the Company's results of operations, financial condition,
contractual restrictions and other factors deemed relevant by the Board of
Directors.

LIQUIDITY FOR EMPLOYEE SHARES


                                       13

<PAGE>

NWAC has previously contributed to the Northwest Airlines Corporation 
Employee Stock Plan (the "Plan") shares of its capital stock representing 
23,993,401 shares of Class A Common Stock on a fully converted basis, and 
prior to March 31, 1997 it is obligated to make additional contributions 
representing another 5,851,775 shares of Class A Common Stock on a fully 
converted basis.  Such contributed shares are periodically allocated to 
individual participants' accounts in accordance with criteria specified in 
the Plan.

A participant may from time to time direct the relevant trustee under the Plan
to sell all or any portion of the "liquid shares" allocated to such participant,
which have not been previously sold or withdrawn from the Plan.  The aggregate
cumulative number of liquid shares that may be designated for sale by
participants (which will be reduced by prior sales or withdrawals from the Plan)
increases over time, as reflected in the following table:

<TABLE>
<CAPTION>

                            Aggregate Cumulative                                  Aggregate Cumulative
                                  Number of                                             Number of
         Date                   Liquid Shares                Date                     Liquid Shares
         ----               --------------------             ----                 --------------------
<S>                         <C>                    <C>                            <C>
12/31/96 to 3/30/97. . .         15,100,474        12/31/97 to 3/30/98 . . . .        24,255,039
3/31/97 to 6/29/97 . . .         17,640,028        3/31/98 to 6/29/98. . . . .        26,460,042
6/30/97 to 9/29/97 . . .         19,845,032        6/30/98 to 9/29/98. . . . .        28,665,046
9/30/97 to 12/30/97. . .         22,050,035        9/30/98 and thereafter. . .        29,845,176
</TABLE>

The number of liquid shares that an individual participant could direct for sale
as of a given date would be the "liquid percentage" of such participant's
allocated shares as of such period, minus the number of shares previously sold
or otherwise withdrawn from the Plan by such participant.  The "liquid
percentage" means the percentage based on a fraction, the numerator of which is
the aggregate cumulative number of liquid shares as of the date of determination
and the denominator of which is the number of previously allocated shares as of
such date for all participants, without regard to prior sales or withdrawals.

Item 6.   SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>

FIVE-YEAR SUMMARY

NORTHWEST AIRLINES CORPORATION                                           YEAR ENDED DECEMBER 31
----------------------------------------------------------------------------------------------------------------------------------
                                               1996                 1995              1994            1993            1992
----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                  <C>               <C>             <C>             <C>
STATEMENT OF INCOME
 (IN MILLIONS, EXCEPT PER SHARE DATA)

Operating revenues
 Passenger                                  $ 8,598.3            $ 7,762.0         $ 7,010.1       $ 6,619.5       $ 6,277.3
 Cargo                                          745.8                751.2             755.8           734.8           736.2
 Other                                          536.4                571.7             559.0           510.5           446.5
----------------------------------------------------------------------------------------------------------------------------------
                                              9,880.5              9,084.9           8,324.9         7,864.8         7,460.0
Operating expenses                            8,826.7              8,171.5           7,485.3         7,586.5         7,829.9
----------------------------------------------------------------------------------------------------------------------------------
Operating income (loss)                       1,053.8                913.4             839.6           278.3          (369.9)

Amounts before 1995 extraordinary
 item and 1992 cumulative effect of
 accounting change:
  Income (loss)                             $   536.1            $   342.1(1)      $   295.5       $  (115.3)      $  (970.7)(1)
  Earnings (loss) per common share:
   PRIMARY                                  $    4.93(2)         $    3.02(2)      $    2.92       $   (2.82)      $  (16.11)
   FULLY DILUTED                            $    4.48(2)         $    2.85(2)      $    2.87       $   (2.82)      $  (16.11)
----------------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET (IN MILLIONS)
Cash, cash equivalents and unrestricted
 short-term investments                     $   752.1            $   970.9         $   968.3       $   139.6       $   244.7
Total assets                                  8,511.7              8,412.3           8,070.1         7,571.3         7,545.4
Long-term debt, including
 current maturities                           2,060.4              2,467.1           4,013.5         4,437.9         4,271.4
Long-term obligations under capital
 leases, including current obligations          772.2                841.2             890.3           928.1           966.0
Mandatorily redeemable preferred security
 of subsidiary                                  549.2                618.4                --              --              --
Redeemable preferred stock                      602.6                945.5             795.0           749.9           566.1
Common stockholders' equity (deficit)(3)         92.9               (818.8)         (1,370.7)       (2,030.5)       (1,732.5)
----------------------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Scheduled service:
 Available seat miles (ASM) (millions)       93,913.7             87,472.0          85,015.6        87,212.5        89,647.3
 Revenue passenger miles (millions)          68,639.1             62,515.2          57,873.2        58,130.1        58,624.9
 Passenger load factor                           73.1%                71.5%             68.1%           66.7%           65.4%
 Revenue passengers (millions)                   52.7                 49.3              45.5            44.1            43.5
 Revenue yield per passenger mile               12.53 CENTS          12.42 CENTS       12.11 CENTS     11.39 CENTS     10.71 CENTS
 Passenger revenue per scheduled ASM             9.16 CENTS           8.87 CENTS        8.25 CENTS      7.59 CENTS      7.00 CENTS

Operating revenue per total ASM (4)              9.85 CENTS           9.58 CENTS        8.93 CENTS      8.23 CENTS      7.59 CENTS
Operating expense per total ASM (4)              8.78 CENTS           8.66 CENTS        8.08 CENTS      8.00 CENTS      8.10 CENTS
Operating expense excluding stock-based
 compensation per total ASM (4)                  8.52 CENTS           8.11 CENTS        7.95 CENTS      7.89 CENTS      8.10 CENTS

Cargo ton miles (millions)                    2,215.8              2,246.3           2,322.3         2,188.0         2,106.9
Cargo revenue per ton mile                     33.7 CENTS             33.4 CENTS        32.5 CENTS      33.6 CENTS      34.9 CENTS

Fuel gallons consumed (millions)              1,945.1              1,846.2           1,792.8         1,801.7         1,848.6
Average fuel cost per gallon                    67.21 CENTS          55.66 CENTS       56.23 CENTS     62.09 CENTS     64.48 CENTS
Number of operating aircraft at year-end          399                  380               361             358             366
Full-time equivalent employees at year-end     47,536               45,124            43,673          43,358          45,455
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The 1995 extraordinary gain was $49.9 million ($.53 per primary share and
     $.49 per fully diluted share) and the 1992 cumulative effect of accounting
     change was $108.8 million ($1.67 per share).
(2)  Excludes the effects of the 1996 preferred stock transaction ($.74 per
     primary share and $.67 per fully diluted share) and the 1995 preferred
     stock transaction ($.62 per primary share and $.58 per fully diluted
     share).
(3)  No dividends have been paid on common stock for any period presented.
(4)  Excludes the estimated revenues and expenses associated with the operation
     of Northwest's fleet of eight 747 freighter aircraft and MLT Inc.

Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

          The information required by the Item is set forth under "Item 5: 
Other Events-Management's Discussion and Analysis of Financial Condition and 
Results of Operations" on pages 2 through 6 of the Company's Form 8-K dated 
March 6, 1997, and is incorporated herein by reference.

          On March 18, 1997, Northwest issued $150,000,000 of 8.375% notes 
due 2004 and $100,000,000 of 8.70% notes due 2007.

Item 8.   CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          The information required by this Item is set forth under "Item 5: 
Other Events-Report of Ernst & Young LLP, Independent Auditors and 
Consolidated Financial Statements and Notes" on pages 7 through 31 of the 
Company's Form 8-K dated March 6, 1997, and is incorporated herein by 
reference.

Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

          None.


                                       14

<PAGE>

                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          The information required by this Item will be set forth under the
heading "Election of Directors-Information Concerning Director-Nominees" to be
included in the Company's Proxy Statement for the 1997 Annual Meeting of
Stockholders to be filed with the Commission within 120 days of December 31,
1996, and is incorporated herein by reference.  The information regarding
executive officers is included in Part I of this report under the caption
"Executive Officers of the Registrant".

Item 11.  EXECUTIVE COMPENSATION

          The information required by this Item will be set forth under the
headings "Election of Directors--Compensation of Directors",  "Election of
Directors--Compensation Committee Interlocks and Insider Participation" and
"Executive Compensation" to be included in the Company's Proxy Statement for the
1997 Annual Meeting of Stockholders to be filed with the Commission within 120
days of December 31, 1996, and is incorporated herein by reference.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The information required by this Item will be set forth under the
heading "Beneficial Ownership of Securities" to be included in the Company's
Proxy Statement for the 1997 Annual Meeting of Stockholders to be filed with the
Commission within 120 days of December 31, 1996, and is incorporated herein by
reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          The information required by this Item will be set forth under the
headings "Election of Directors--Compensation Committee Interlocks and Insider
Participation" and "Election of Directors--Related Party Transactions" to be
included in the Company's Proxy Statement for the 1997 Annual Meeting of
Stockholders to be filed with the Commission within 120 days of December 31,
1996, and is incorporated herein by reference.


                                       15

<PAGE>

                                     PART IV

Item 14.  EXHIBITS,  FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

The following is an index of the financial statements, schedule and exhibits
included in this Report.

(A)       1.   FINANCIAL STATEMENTS:                                       PAGE
                                                                           ----
          Consolidated Balance Sheets--December 31, 1996 and
          December 31, 1995                                                  *

          Consolidated Statements of Income--For the years ended
          December 31, 1996, 1995 and 1994                                   *

          Consolidated Statements of Cash Flows--For the years 
          ended December 31, 1996, 1995 and 1994                             *

          Consolidated Statements of Common Stockholders' Equity
          (Deficit)--For the years ended December 31, 1996, 
          1995 and 1994                                                      *

          Notes to Consolidated Financial Statements                         *

          ---------------------------

          *  Incorporated in this Report by reference from pages 8 through
             31 of the Company's Form 8-K dated March 6, 1997.


          2.   FINANCIAL STATEMENT SCHEDULE:

          Schedule II-Valuation and Qualifying Accounts-- 
          For the years ended December 31, 1996, 1995 and 1994              S-1

          Schedules not included have been omitted because they are not
          applicable or because the required information is included in the
          consolidated financial statements or notes thereto.

          3.   EXHIBITS

          The following is an index of the exhibits included in this Report or
          incorporated herein by reference.

     3.1    Second Amended and Restated Certificate of Incorporation of NWAC
            (filed as Exhibit 3.1 to the Registration Statement on Form S-1,
            File No. 33-74210 (the "S-1") and incorporated herein by reference).

     3.2    Certificate of Amendment to the Second Amended and Restated
            Certificate of Incorporation of NWAC (filed as Exhibit 3.3 to the 
            S-1 and incorporated herein by reference).

     3.3    Amended and Restated Bylaws of NWAC (filed as Exhibit 3.2 to the S-1
            and incorporated herein by reference).

     3.4    Restated Certificate of Incorporation of Northwest (filed as Exhibit
            3.3 to Northwest's Registration Statement on Form S-3 File No. 33-
            74772 (the "Debt S-3") and incorporated herein by reference).

     3.5    Bylaws of Northwest (filed as Exhibit 3.4 to the Debt S-3 and
            incorporated herein by reference).

     4.1    Amended and Restated Certificate of Designation of Series A
            Preferred Stock of NWAC (included in Exhibit 3.1).


                                       16

<PAGE>

     4.2    Amended and Restated Certificate of Designation of Series B
            Preferred Stock of NWAC (included in Exhibit 3.1).

     4.3    Certificate of Designation of Series C Preferred Stock of NWAC
            (included in Exhibit 3.1).

     4.4    Certificate of Designation of Series D Junior Participating
            Preferred Stock of NWAC (filed as Exhibit A to Exhibit 1 to NWAC's
            Current Report on Form 8-K dated November 16, 1995 (the "8-K") and
            incorporated herein by reference).

     4.5    Rights Agreement dated as of November 16, 1995 between NWAC and
            Norwest Bank Minnesota, N.A., as Rights Agent (filed as Exhibit 1 to
            the 8-K and incorporated herein by reference).

     4.6    Share Exchange Agreement dated as of June 28, 1996 between NWAC and
            KLM and First Amendment of Share Exchange Agreement dated as of 
            July 25, 1996 between NWAC and KLM (filed as Exhibits 10.1 and 10.2 
            to NWAC's Form 10-Q for the quarter ended June 30, 1996 and 
            incorporated herein by reference).

     4.7    The registrant hereby agrees to furnish to the Commission, upon
            request, copies of certain instruments defining the rights of
            holders of long-term debt of the kind described in Item 601 (b) (4)
            of Regulation S-K.

     9.1    Voting Trust Agreement dated as of March 29, 1990 and Amendment No.
            1 thereto among NWAC, KLM and Citibank N.A., as trustee (filed as
            Exhibit 9.1 to the S-1 and incorporated herein by reference).

     10.1   Second Amended and Restated Investor Stockholders' Agreement dated
            as of December 23, 1993 among NWAC and the Original Investors named
            therein ("Second Amended and Restated Stockholders' Agreement")
            (filed as Exhibit 4.9 to the S-1 and incorporated herein by
            reference).

     10.2   Supplement dated as of December 23, 1993 to Second Amended and
            Restated Stockholders' Agreement (filed as Exhibit 4.11 to NWAC's
            Annual Report on Form 10-K for the year ended December 31, 1994 (the
            "10-K") and incorporated herein by reference).

     10.3   Amendment dated as of December 14, 1994 to Second Amended and
            Restated Stockholders' Agreement (filed as Exhibit 4.13 to the 10-K
            and incorporated herein by reference).

     10.4   Amendment dated as of January 6, 1995 to Second Amended and Restated
            Stockholders' Agreement (filed as Exhibit 4.14 to the 10-K and
            incorporated herein by reference).

     10.5   Amendment dated as of January 25, 1995 to Second Amended and
            Restated Stockholders' Agreement (filed as Exhibit 4.15 to the 10-K
            and incorporated herein by reference).

     10.6   Amendment dated as of October 23, 1995 to the Second Amended and
            Restated Stockholders' Agreement (filed as Exhibit 4.11 to NWAC's
            Registration Statement on Form S-3, File No. 33-98494 (the "S-3")
            and incorporated herein by reference).

     10.7   Stockholders' Agreement, dated as of September 9, 1994, among NWAC,
            the Original Investors named therein and the Unions named therein
            (the "Stockholders' Agreement") (filed as Exhibit 4.13 to NWAC's and
            Northwest's Registration Statement on Form S-4, File No. 33-87250,
            and incorporated herein by reference).

     10.8   Amendment dated as of October 3, 1994 to Stockholders' Agreement
            (filed as Exhibit 4.12 to the 10-K and incorporated herein by
            reference).


                                       17

<PAGE>

     10.9   Amendment dated as of December 14, 1994 to the Stockholders'
            Agreement (filed as Exhibit 4.22 to the 10-K and incorporated herein
            by reference).

     10.10  Amendment dated as of  January 25, 1995 to the Stockholders'
            Agreement (filed as Exhibit 4.23 to the 10-K and incorporated herein
            by reference).

     10.11  Amendment dated as of November 1, 1995 to the Stockholders'
            Agreement (filed as Exhibit 4.12 to the S-3 and incorporated herein
            by reference).

     10.12  Series B Preferred Stock Registration Rights Agreement dated as of
            July 21, 1989 among Wings Holdings Inc. and the holders of the
            Series B Preferred Stock (filed as Exhibit 4.19 to the 10-K and
            incorporated herein by reference).

     10.13  First Amended and Restated Common Stock Registration Rights
            Agreement among NWAC, the holders of the Series C Preferred Stock
            and the Original Investors named therein (filed as Exhibit 4.18 to
            the 10-K and incorporated herein by reference).

     10.14  Registration Participation Agreement dated as of October 20, 1995
            among the Unions named therein, holders of Series C Preferred Stock
            and NWAC (filed as Exhibit 10.14 to NWAC's Annual Report on Form
            10-K for the year ended December 31, 1995 and incorporated herein 
            by reference).

     10.15  Agreement dated as of December 23, 1993 between the Company and
            Koninklijke Luchtvaart Maatschappij N.V. ("KLM") (filed as Exhibit
            4.11 to the S-1 and incorporated herein by reference).

     10.16  Commercial Cooperation and Integration Agreement dated as of
            September 9, 1992 between Northwest and KLM (filed as Exhibit 10.1 
            to the S-1 and incorporated herein by reference).

     10.17  Sales Intermediary Agreement between Northwest and KLM (filed as
            Exhibit 10.2 to the S-1 and incorporated herein by reference).

     10.18  Code Sharing Agreement between Northwest and KLM (filed as Exhibit
            10.4 to the S-1 and incorporated herein by reference).

     10.19  Special Facilities Lease between Charter County of Wayne, Michigan
            and Republic Airlines, Inc. dated December 1, 1985 and Guarantee by
            and between Northwest (as successor to Republic) and Manufacturers
            National Bank of Detroit (filed as Exhibit 10.6 to the S-1 and
            incorporated herein by reference).

     10.20  Indenture of Lease Agreement dated October 5, 1961 and related
            amendments, between the Board of County Road Commissioner of the
            County of Wayne, Michigan and Northwest, as successor to North
            Central Airlines, Inc. (filed as Exhibit 10.7 to the S-1 and
            incorporated herein by reference).

     10.21  Amendatory Agreement between The Charter County of Wayne, Michigan
            and Northwest dated as of October 8, 1996 (filed as
            Exhibit 10.1 to NWAC's Form 10-Q for the quarter ended September 30,
            1996 (the "10-Q") and incorporated herein by reference).

     10.22  First Amended and Restated Airport Agreement between The Charter
            County of Wayne, Michigan and Northwest dated as of October 10, 1996
            (filed as Exhibit 10.2 to the 10-Q and incorporated herein by 
            reference).

     10.23  Second Amended and Restated Airport Agreement between The Charter
            County of Wayne, Michigan and Northwest dated as of October 10, 
            1996 (filed as Exhibit 10.3 to the 10-Q incorporated herein by 
            reference).


                                       18

<PAGE>

     10.24  Airport Terminal Building Lease for Minneapolis-St. Paul
            International Airport dated as of June 18, 1964 and related
            amendments entered into by and between The Minneapolis-St. Paul
            Metropolitan Airports Commission and Northwest, as successor to
            Northwest Orient Airlines, Inc. (filed as Exhibit 10.8 to the S-1
            and incorporated herein by reference).

     10.25  Master Financing Agreement dated as of March 29, 1992 among NWAC,
            Northwest and the State of Minnesota (filed as Exhibit 10.9 to the
            S-1 and incorporated herein by reference).

     10.26  Facilities and Equipment Lease Agreement dated March 27, 1992
            between Metropolitan Airports Commission as Lessor and Northwest
            Aerospace Training Corporation, as Lessee (filed as Exhibit 10.10 to
            the S-1 and incorporated herein by reference).

     10.27  Facilities and Equipment Lease Agreement dated as of March 27, 1992
            between Metropolitan Airports Commission as Lessor and NWA Inc.
            (filed as Exhibit 10.11 to the S-1 and incorporated herein by
            reference).

     10.28  Facilities and Equipment Lease Agreement dated as of March 27, 1992
            between Metropolitan Airports Commission as Lessor and Northwest
            (filed as Exhibit 10.12 to the S-1 and incorporated herein by
            reference).

     10.29  Equity Letter Agreement dated as of August 1, 1993 between Northwest
            and The Air Line Pilots Association International (filed as Exhibit
            10.13 to the S-1 and incorporated herein by reference).

     10.30  Equity Letter Agreement dated as of August 1, 1993 between Northwest
            and The International Association of Machinists and Aerospace
            Workers (filed as Exhibit 10.14 to the S-1 and incorporated herein
            by reference).

     10.31  Equity Letter Agreement dated as of August 1, 1993 between Northwest
            and The International Brotherhood of Teamsters (filed as Exhibit
            10.15 to the S-1 and incorporated herein by reference).

     10.32  Equity Letter Agreement dated as of August 1, 1993 between Northwest
            and The Transport Workers Union of America (filed as Exhibit 10.16
            to the S-1 and incorporated herein by reference).

     10.33  Equity Letter Agreement dated as of August 1, 1993 between Northwest
            and the Airline Technical Support Association (filed as Exhibit
            10.17 to the S-1 and incorporated herein by reference).

     10.34  Equity Letter Agreement dated as of August 1, 1993 between Northwest
            and The Northwest Airlines Meteorologists Association (filed as
            Exhibit 10.18 to the S-1 and incorporated herein by reference).

     10.35  Amendment dated as of December 14, 1994 to the Equity Letter
            Agreements listed as Exhibits 10.26 through 10.31 (filed as Exhibit
            10.19 to the 10-K and incorporated herein by reference).

     10.36  Labor Cost Savings Agreement dated as of July 30, 1993 between
            Northwest and The Air Line Pilots Association International (filed
            as Exhibit 10.19 to the S-1 and incorporated herein by reference).

     10.37  Labor Cost Savings Agreement dated as of August 4, 1993 between
            Northwest and The International Association of Machinists and
            Aerospace Workers (filed as Exhibit 10.20 to the S-1 and
            incorporated herein by reference).

     10.38  Labor Cost Savings Agreement dated as of July 30, 1993 between
            Northwest and The International Brotherhood of Teamsters (filed as
            Exhibit 10.21 to the S-1 and incorporated herein by reference).


                                       19

<PAGE>

     10.39  Labor Cost Savings Agreement dated as of July 30, 1993 between
            Northwest and The Transport Workers Union of America (filed as
            Exhibit 10.22 to the S-1 and incorporated herein by reference).

     10.40  Labor Cost Savings Agreement dated as of July 29, 1993 between
            Northwest and The Airline Technical Support Association (filed as
            Exhibit 10.23 to the S-1 and incorporated herein by reference).

     10.41  Labor Cost Savings Agreement dated as of July 28, 1993 between
            Northwest and The Northwest Airlines Meteorologists Association
            (filed as Exhibit 10.24 to the S-1 and incorporated herein by
            reference).

     10.42  Purchase Agreement No. 1630 between Northwest and The Boeing Company
            ("Boeing") dated December 1, 1989 and related letter agreements
            relating to the purchase of 747-400 aircraft (filed as Exhibit 10.34
            to the S-1 and incorporated herein by reference).

     10.43  Supplemental Agreement No. 4 to Purchase Agreement No. 1630, dated
            as of February 3,1995, and related letter agreements between Boeing
            and Northwest (filed as Exhibit 10.34 to the 10-K and incorporated
            herein by reference; the Commission has granted confidential
            treatment for certain portions of this document).

     10.44  Purchase Agreement No. 1631 between Northwest and Boeing and related
            letter agreements relating to the acquisition of 757 aircraft (filed
            as Exhibit 10.35 to the S-1 and incorporated herein by reference).

     10.45  Supplemental Agreement No. 4 to Purchase Agreement No. 1631, dated
            as of February 3, 1995, and related letter agreements between Boeing
            and Northwest.  (filed as Exhibit 10.36 to the 10-K and incorporated
            herein by reference; the Commission has granted confidential
            treatment for certain portions of this document).

     10.46  Supplemental Agreement No. 5 to Purchase Agreement No. 1631, dated
            as of February 17, 1995, and related letter agreements between
            Boeing and Northwest.  (filed as Exhibit 10.37 to the 10-K and
            incorporated herein by reference; the Commission has granted
            confidential treatment for certain portions of this document).

     10.47  Airbus A330 Purchase Agreement dated February 10, 1989 and related
            letter agreements between AVSA S.A.R.L. and Northwest Aircraft Inc.
            (filed as Exhibit 10.36 to the S-1 and incorporated herein by
            reference).

     10.48  Amendment No. 5 to A330 Purchase Agreement among AVSA, S.A.R.L. and
            Northwest Aircraft Inc. (filed as Exhibit 10.4 to the 10-Q and
            incorporated herein by reference; the Commission has granted
            confidential treatment for certain portions of this document).

   * 10.49  Employment Agreement with Michael E. Levine dated as of September 
            1, 1996.

   * 10.50  Employment Agreement with Christopher E. Clouser dated as of
            September 1, 1996.

   * 10.51  Employment Agreement with Douglas M. Steenland dated as of
            September 1, 1996.

   * 10.52  Employment Agreement with Donald A. Washburn dated as of September
            1, 1996.

   * 10.53  Northwest Retirement Plan for Management Employees (filed as Exhibit
            10.41 to the S-1 and incorporated herein by reference).

   * 10.54  Key Employee Annual Cash Incentive Program (filed as Exhibit 10.42
            to the S-1 and incorporated herein by reference).


                                       20

<PAGE>

   * 10.55  Northwest Officers Excess Benefit Plan (filed as Exhibit 10.43 to
            the S-1 and incorporated herein by reference).

   * 10.56  1990 Stock Option Plan for Key Employees of the Company (filed as
            Exhibit 10.44 to the S-1 and incorporated herein by reference).

   * 10.57  1994 NWAC Stock Incentive Plan, as amended (filed as Exhibit 10.5 to
            the 10-Q and incorporated herein by reference).

   * 10.58  1996 NWAC Retention and Long-Term Incentive Compensation Plan (filed
            as Exhibit 10.53 to the Company's Annual Report on Form 10-K for the
            year ended December 31, 1995 and incorporated herein by reference).

   * 10.59  Unit Award Agreement with John H. Dasburg dated as of January 26,
            1996 (filed as Exhibit 10.54 to the Company's Annual Report on Form
            10-K for the year ended December 31, 1995 and incorporated herein by
            reference).

   * 10.60  Agreement Evidencing A Grant of Phantom Stock Units for John H.
            Dasburg dated as of January 26, 1996 (filed as Exhibit 10.55 to the
            Company's Annual Report on Form 10-K for the year ended December 31,
            1995 and incorporated herein by reference).

   * 10.61  Northwest Airlines, Inc. Supplemental Executive Retirement Plan
            (1995 Statement).

   * 10.62  Letter agreements dated December 20, 1996 and March 14, 1996 with
            John H. Dasburg with respect to participation in the Northwest
            Airlines, Inc. Supplemental Executive Retirement Program.

   * 10.63  Form of Non-Qualified Stock Option Agreement and form of Amendment
            thereto for executive officers under the 1994 NWAC Stock Incentive
            Plan, as amended.

     11.1   Computation of Primary Earnings Per Share.

     11.2   Computation of Fully Diluted Earnings Per Share.

     12.1   Computation of Ratio of Earnings to Fixed Charges.

     12.2   Computation of Ratio of Earnings to Fixed Charges and Preferred
            Stock Requirements.

     21.1   List of Subsidiaries.

     23.1   Consent of Ernst & Young LLP.

     27.1   Financial Data Schedule.


     99.1   NWAC Current Report on Form 8-K dated March 6, 1997, certain 
            portions of which are incorporated by reference herein.
---------------------------------------

*       Compensatory plans in which the directors and executive officers of NWAC
        participate.


(b)     REPORTS ON FORM 8-K:

        None


                                       21

<PAGE>

                                   SIGNATURES


          Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized this 27th day of March,
1997.

                                        NORTHWEST AIRLINES CORPORATION
                                        By  /s/ Mark W. Osterberg
                                            ----------------------------------
                                            Mark W. Osterberg
                                            VICE PRESIDENT & CHIEF ACCOUNTING
                                            OFFICER (PRINCIPAL ACCOUNTING
                                            OFFICER)


          Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on the 27th day of March, 1997 by the
following persons on behalf of the registrant and in the capacities indicated.

     /s/ John H. Dasburg                /s/ Thomas Ducy
     ------------------------------     --------------------------------------
     John H. Dasburg                    Thomas Ducy
     PRESIDENT, CHIEF EXECUTIVE         DIRECTOR
     OFFICER & DIRECTOR (PRINCIPAL
     EXECUTIVE OFFICER)                 
                                        --------------------------------------
     /s/ James A.Lawrence               Marvin L. Griswold
     ------------------------------     DIRECTOR
     James A. Lawrence
     EXECUTIVE VICE PRESIDENT &         /s/ Thomas L. Kempner
     CHIEF FINANCIAL OFFICER            --------------------------------------
     (PRINCIPAL FINANCIAL OFFICER)      Thomas L. Kempner
                                        DIRECTOR
     /s/ Mark W. Osterberg
     ------------------------------     /s/ Frederic V. Malek
     Mark W. Osterberg                  --------------------------------------
     VICE PRESIDENT & CHIEF             Frederic V. Malek
     ACCOUNTING OFFICER (PRINCIPAL      DIRECTOR
     ACCOUNTING OFFICER)
                                        /s/ Walter F. Mondale
     /s/ Alfred A. Checchi              --------------------------------------
     ------------------------------     Walter F. Mondale
     Alfred A. Checchi                  DIRECTOR
     CO-CHAIRMAN OF THE BOARD
                                        /s/ V.A. Ravindran
     /s/ Gary L. Wilson                 --------------------------------------
     ------------------------------     V.A. Ravindran
     Gary L. Wilson                     DIRECTOR
     CO-CHAIRMAN OF THE BOARD

     /s/ Richard C. Blum                --------------------------------------
     ------------------------------     George J. Vojta
     Richard C. Blum                    DIRECTOR
     DIRECTOR
                                        /s/ Duane E. Woerth
                                        --------------------------------------
                                        Duane E. Woerth
                                        DIRECTOR


                                       22

<PAGE>

                         NORTHWEST AIRLINES CORPORATION
          SCHEDULE II -- VALUATION OF QUALIFYING ACCOUNTS AND RESERVES
                                  (IN MILLIONS)
<TABLE>
<CAPTION>

               COL. A                          COL. B          COL. C              COL. D      COL. E
------------------------------------------   ---------- ----------------------   ----------    ------
                                                              ADDITIONS
                                                        ----------------------
                                                                    CHARGED TO
                                             BALANCE AT CHARGED TO     OTHER                   BALANCE AT
                                              BEGINNING  COSTS AND   ACCOUNTS    DEDUCTIONS        END
            DESCRIPTION                       OF PERIOD  EXPENSES   --DESCRIBE   --DESCRIBE     OF PERIOD
-----------------------------------------   ----------- ----------  ----------   ----------   -----------

<S>                                          <C>        <C>         <C>          <C>           <C>
YEAR ENDED DECEMBER 31, 1996
  Allowances deducted from asset accounts:
    Allowance for doubtful accounts            $ 21.5     $  6.1     $   --        $  7.9 (1)    $  19.7
    Accumulated allowance for depreciation
      of flight equipment spare parts           111.8       21.9        2.7 (2)       9.1 (3)      127.3

YEAR ENDED DECEMBER 31, 1995
  Allowances deducted from asset accounts:
    Allowance for doubtful accounts              19.5       10.6         --           8.6 (1)       21.5
    Accumulated allowance for depreciation
      of flight equipment spare parts            86.2       20.3       12.7 (2)       7.4 (3)      111.8

YEAR ENDED DECEMBER 31, 1994
  Allowances deducted from asset accounts:
    Allowance for doubtful accounts              22.0       15.2         --          17.7 (1)       19.5
    Accumulated allowance for depreciation
      of flight equipment spare parts            69.6       18.2        7.3 (2)       8.9 (2)       86.2
</TABLE>

(1)  Uncollectible accounts written off, net of recoveries
(2)  Interaccount transfers
(3)  Dispositions and write-offs


                                       S-1