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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2000

Commission File Number 0-23642

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

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

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

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

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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 / /

At
March 31, 2000, there were 84,654,922 shares of the registrant's Common Stock outstanding.

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## 

Northwest Airlines Corporation

|                              |                                                                                                                                                                                         |    |                                                                                             |  | Page No.
|----------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ------------------------------------------------------------------------------------------- |  | --------
|PART I. FINANCIAL INFORMATION |                                                                                                                                                                                         |   
|                              | Item 1.                                                                                                                                                                                 |    | Financial Statements                                                                        |  |         
|                              |                                                                                                                                                                                         |    | Condensed Consolidated Statements of OperationsThree months ended March 31, 2000 and 1999. |  | 3       
|                              |                                                                                                                                                                                         |    | Condensed Consolidated Balance SheetsMarch 31, 2000 and December 31, 1999                  |  | 4       
|                              |                                                                                                                                                                                         |    | Condensed Consolidated Statements of Cash FlowsThree months ended March 31, 2000 and 1999. |  | 5       
|                              |                                                                                                                                                                                         |    | Notes to Condensed Consolidated Financial Statements                                        |  | 6       
|                              | The Computations of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Requirements are attached hereto and filed as Exhibits 12.1 and 12.2. |    |                                                                                            
|                              | Item 2.                                                                                                                                                                                 |    | Management's Discussion and Analysis of Financial Condition and Results of Operations       |  | 9       
|                              | Item 3.                                                                                                                                                                                 |    | Quantitative and Qualitative Disclosures About Market Risk                                  |  | 12      
|PART II. OTHER INFORMATION    |                                                                                                                                                                                         |   
|                              | Item 1.                                                                                                                                                                                 |    | Legal Proceedings                                                                           |  | 13      
|                              | Item 6.                                                                                                                                                                                 |    | Exhibits                                                                                    |  | 13      
|SIGNATURE                     |                                                                                                                                                                                         | 14
|EXHIBIT INDEX                 |                                                                                                                                                                                         | 15

2



## 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Northwest Airlines Corporation

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                             |  | Three Months Ended March 31, |      
|------------------------------------------------------------ |  | ---------------------------- | -----
|
|
|Operating Revenues                                           |  |                              |      
|Passenger                                                    |  | $                            | 2,132
|Cargo                                                        |  |                              | 177  
|Other                                                        |  |                              | 261  
|                                                             |  |                              |      
|Total operating revenues                                     |  |                              | 2,570
|Operating Expenses                                           |  |                              |      
|Salaries, wages and benefits                                 |  |                              | 852  
|Aircraft fuel and taxes                                      |  |                              | 419  
|Aircraft maintenance materials and repairs                   |  |                              | 172  
|Commissions                                                  |  |                              | 160  
|Other rentals and landing fees                               |  |                              | 124  
|Depreciation and amortization                                |  |                              | 121  
|Aircraft rentals                                             |  |                              | 100  
|Other                                                        |  |                              | 625  
|                                                             |  |                              |      
|Total operating expenses                                     |  |                              | 2,573
|                                                             |  |                              |      
|Operating Loss                                               |  |                              | (3   
|Other Income (Expense)                                       |  |                              |      
|Interest expense, net                                        |  |                              | (87  
|Interest of mandatorily redeemable preferred security holder |  |                              | (7   
|Investment income                                            |  |                              | 12   
|Foreign currency gain                                        |  |                              | 3    
|Other                                                        |  |                              | 86   
|                                                             |  |                              |      
|Total other income (expense)                                 |  |                              | 7    
|                                                             |  |                              |      
|Income (Loss) Before Income Taxes                            |  |                              | 4    
|Income tax expense (benefit)                                 |  |                              | 1    
|                                                             |  |                              |      
|Net Income (Loss)                                            |  | $                            | 3    
|                                                             |  |                              |      
|Earnings (loss) per common share:                            |  |                              |      
|Basic                                                        |  | $                            | .03  
|                                                             |  |                              |      
|Diluted                                                      |  | $                            | .03  
|                                                             |  |                              |      

See accompanying notes.

3



Northwest Airlines Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS

|(Unaudited, in millions)                                                                                      |  | March 31
2000 |        | December 31
1999 |  
|------------------------------------------------------------------------------------------------------------- |  | ------------- | ------ | ---------------- | -
|Assets                                                                                                        |  |               |        |                  |  
|Current Assets                                                                                                |  |               |        |                  |  
|Cash and cash equivalents                                                                                     |  | $             | 872    |                  | $
|Restricted short-term investments                                                                             |  |               | 46     |                  |  
|Accounts receivable, net                                                                                      |  |               | 558    |                  |  
|Flight equipment spare parts, net                                                                             |  |               | 347    |                  |  
|Prepaid expenses and other                                                                                    |  |               | 458    |                  |  
|                                                                                                              |  |               |        |                  |  
|Total current assets                                                                                          |  |               | 2,281  |                  |  
|Property and Equipment                                                                                        |  |               |        |                  |  
|Flight equipment, net                                                                                         |  |               | 4,568  |                  |  
|Other property and equipment, net                                                                             |  |               | 1,023  |                  |  
|                                                                                                              |  |               |        |                  |  
|Total property and equipment                                                                                  |  |               | 5,591  |                  |  
|Flight Equipment Under Capital Leases, net                                                                    |  |               | 582    |                  |  
|Other Assets                                                                                                  |  |               |        |                  |  
|International routes, net                                                                                     |  |               | 675    |                  |  
|Investments in affiliated companies                                                                           |  |               | 738    |                  |  
|Other                                                                                                         |  |               | 829    |                  |  
|                                                                                                              |  |               |        |                  |  
|                                                                                                              |  |               | 2,242  |                  |  
|                                                                                                              |  |               |        |                  |  
|Total Assets                                                                                                  |  | $             | 10,696 |                  | $
|                                                                                                              |  |               |        |                  |  
|Liabilities and Stockholders' Equity (Deficit)                                                                |  |               |        |                  |  
|Current Liabilities                                                                                           |  |               |        |                  |  
|Air traffic liability                                                                                         |  | $             | 1,578  |                  | $
|Accounts payable and other liabilities                                                                        |  |               | 1,863  |                  |  
|Current maturities of long-term debt and capital lease obligations                                            |  |               | 386    |                  |  
|                                                                                                              |  |               |        |                  |  
|Total current liabilities                                                                                     |  |               | 3,827  |                  |  
|Long-Term Debt                                                                                                |  |               | 3,201  |                  |  
|Long-Term Obligations Under Capital Leases                                                                    |  |               | 524    |                  |  
|Deferred Credits and Other Liabilities                                                                        |  |               |        |                  |  
|Deferred income taxes                                                                                         |  |               | 1,216  |                  |  
|Pension and postretirement benefits                                                                           |  |               | 563    |                  |  
|Other                                                                                                         |  |               | 560    |                  |  
|                                                                                                              |  |               |        |                  |  
|                                                                                                              |  |               | 2,339  |                  |  
|Mandatorily Redeemable Preferred Security of Subsidiary Which Holds Solely Non-Recourse Obligation of Company |  |               | 613    |                  |  
|Redeemable Preferred Stock                                                                                    |  |               | 240    |                  |  
|Common Stockholders' Equity (Deficit)                                                                         |  |               |        |                  |  
|Common stock                                                                                                  |  |               | 1      |                  |  
|Additional paid-in capital                                                                                    |  |               | 1,457  |                  |  
|Accumulated deficit                                                                                           |  |               | (347   | )                |  
|Accumulated other comprehensive loss                                                                          |  |               | (10    | )                |  
|Treasury stock                                                                                                |  |               | (1,149 | )                |  
|                                                                                                              |  |               |        |                  |  
|                                                                                                              |  |               | (48    | )                |  
|                                                                                                              |  |               |        |                  |  
|Total Liabilities and Stockholders' Equity (Deficit)                                                          |  | $             | 10,696 |                  | $
|                                                                                                              |  |               |        |                  |  

See accompanying notes.

4



Northwest Airlines Corporation

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                   |  | Three Months Ended
March 31 |      
|---------------------------------------------------------------------------------- |  | --------------------------- | -----
|
|
|Net Cash Provided by Operating Activities                                          |  | $                           | 139  
|Cash Flows From Investing Activities                                               |  |                             |      
|Capital expenditures                                                               |  |                             | (138 
|Net increase in short-term investments                                             |  |                             | (9   
|Other, net                                                                         |  |                             | 70   
|                                                                                   |  |                             |      
|Net cash used in investing activities                                              |  |                             | (77  
|Cash Flows From Financing Activities                                               |  |                             |      
|Payments of long-term debt and capital lease obligations                           |  |                             | (315 
|Proceeds from sale and leaseback transactions                                      |  |                             | 387  
|Proceeds from issuance of long-term debt                                           |  |                             | 8    
|Other, net                                                                         |  |                             | (19  
|                                                                                   |  |                             |      
|Net cash provided by (used in) financing activities                                |  |                             | 61   
|Increase (Decrease) in Cash and Cash Equivalents                                   |  |                             | 123  
|Cash and cash equivalents at beginning of period                                   |  |                             | 749  
|                                                                                   |  |                             |      
|Cash and cash equivalents at end of period                                         |  | $                           | 872  
|                                                                                   |  |                             |      
|Cash and cash equivalents and unrestricted short-term investments at end of period |  | $                           | 872  
|                                                                                   |  |                             |      
|Available to be borrowed under credit facilities                                   |  | $                           | 1,325
|                                                                                   |  |                             |      
|Noncash Transactions:                                                              |  |                             |      
|Manufacturer financing obtained in connection with the acquisition of aircraft     |  | $                           | 156  

See accompanying notes.

5



Northwest Airlines Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





|                           |  | 2000 |       | 1999
|-------------------------- |  | ---- | ----- | ----
|Domestic                   |  | $    | 1,811 |     
|Pacific, principally Japan |  |      | 561   |     
|Atlantic                   |  |      | 198   |     
|                           |  |      |       |     
|Total operating revenues   |  | $    | 2,570 |     
|                           |  |      |       |     

6





|                                                                                                           |  | 2000 |            | 1999 |  
|---------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | -
|Numerator:                                                                                                 |  |      |            |      |  
|Net income (loss)                                                                                          |  | $    | 3          |      | $
|                                                                                                           |  |      |            |      |  
|Denominator:                                                                                               |  |      |            |      |  
|Weighted-average shares outstanding for basic earnings (loss) per share                                    |  |      | 82,128,420 |      |  
|Effect of dilutive securities:                                                                             |  |      |            |      |  
|Series C Preferred Stock                                                                                   |  |      | 7,071,110  |      |  
|Shares held in non-qualified rabbi trusts                                                                  |  |      | 2,495,756  |      |  
|Employee stock options                                                                                     |  |      | 301,994    |      |  
|                                                                                                           |  |      |            |      |  
|Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings (loss) per share |  |      | 91,997,280 |      |  
|                                                                                                           |  |      |            |      |  



7







|                         |  | Three Months
Ended March 31 |      
|------------------------ |  | --------------------------- | -----
|
|Operating revenues       |  | $                           | 2,395
|Operating expenses       |  |                             | 2,398
|                         |  |                             |      
|Operating loss           |  |                             | (3   
|Other income (expense)   |  |                             | (22  
|                         |  |                             |      
|Loss before income taxes |  |                             | (25  
|Income tax benefit       |  |                             | (6   
|                         |  |                             |      
|Net loss                 |  | $                           | (19  
|                         |  |                             |      



|                                                        |  | March 31
2000 |       | December 31
1999
|------------------------------------------------------- |  | ------------- | ----- | ----------------
|Current assets                                          |  | $             | 2,069 |                 
|Noncurrent assets                                       |  |               | 7,221 |                 
|Current liabilities                                     |  |               | 3,670 |                 
|Long-term debt and obligations under capital leases     |  |               | 3,428 |                 
|Deferred credits and other liabilities                  |  |               | 1,064 |                 
|Mandatorily redeemable preferred security of subsidiary |  |               | 613   |                 

8



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

For the quarter ended March 31, 2000, the Company reported net income of $3 million and an operating loss of $3 million. Diluted earnings
per common share were $.03 in the first quarter of 2000 compared with diluted loss per common share of $.36 in the first quarter of 1999. The three months ended March 31, 2000 and
March 31, 1999 included non-recurring net gains of $44 million and $18 million, respectively, predominantly from the sales of another portion of the Company's
investments inpriceline.comand Equant N.V. High fuel prices negatively impacted the quarter ended March 31, 2000 by approximately
$174 million on a pre-tax basis compared to last year.

Substantially
all of the Company's results of operations are attributable to Northwest Airlines, Inc. ("Northwest") and the following discussion pertains primarily to
Northwest. The Company's results of operations for interim periods are not necessarily indicative of such results for an entire year due to seasonal factors as well as competitive and general economic
conditions. The Company's second and third quarter operating results have historically been more favorable due to increased leisure travel on domestic and international routes during the spring and
summer months.

Information
with respect to the Company's operating statistics follows(1):

|                                                |  | Three months ended
March 31 |  |        | 
|----------------------------------------------- |  | --------------------------- |  | ------ | 
|
|
|Scheduled service:                              |  |                             |  |        | 
|Available seat miles (ASM) (millions)           |  | 24,530                      |  | 23,017 | 
|Revenue passenger miles (millions)              |  | 17,777                      |  | 16,325 | 
|Passenger load factor (percent)                 |  | 72.5                        |  | 70.9   | 
|Revenue passengers (thousands)                  |  | 13,406                      |  | 12,416 | 
|Revenue yield per passenger mile (cents)        |  | 11.85                       |  | 11.38  | 
|Passenger revenue per scheduled ASM (cents)     |  | 8.59                        |  | 8.07   | 
|Operating revenue per total ASM (cents)(2)      |  | 9.32                        |  | 8.88   | 
|Operating expense per total ASM (cents)(2)      |  | 9.27                        |  | 8.95   | 
|Cargo ton miles (millions)                      |  | 565                         |  | 497    | 
|Cargo revenue yield per ton mile (cents)        |  | 31.27                       |  | 31.00  | 
|Fuel gallons consumed (millions)                |  | 493                         |  | 469    | 
|Average fuel cost per gallon (cents)            |  | 79.15                       |  | 43.91  | 
|Number of operating aircraft at end of period   |  | 416                         |  | 408    | 
|Full-time equivalent employees at end of period |  | 52,175                      |  | 51,278 | 

---

Results of OperationsThree months ended March 31, 2000 and 1999

Operating loss was $3 million in 2000 compared to $14 million in 1999. Increased passenger revenue of $249 million was offset by increased
operating expenses of $278 million, due primarily to increased aircraft fuel costs.

Operating Revenues.Operating revenues increased 12.7% ($289 million). System passenger revenues (which
represented 83.0% of total operating revenues) increased 13.2% ($249 million). The increase in system passenger revenue was primarily attributable to a 6.6% increase in Northwest's

9



scheduled
service ASMs and a 1.6 point increase in passenger load factor, resulting in an 6.4% increase in Northwest's passenger revenue per scheduled ASM ("RASM"). The improved operating
statistics result from improved operational performance in 2000. The effects of the 1998 strike and labor disruptions negatively impacted the quarter ended March 31, 1999. Passenger revenue
included $25 million and $26 million of Express revenues for the three months ended March 31, 2000 and 1999, respectively.

The
following analysis by market is based on information reported to the Department of Transportation and excludes Express:

|                                  |  | System |       | Domestic |   | Pacific |     | Atlantic |     
|--------------------------------- |  | ------ | ----- | -------- | - | ------- | --- | -------- | ----
|2000                              |  |        |       |          |   |         |     |          |     
|Passenger revenue (in millions)   |  | $      | 2,107 |          | $ | 1,493   |     | $        | 447 
|Increase/(Decrease) from 1999:    |  |        |       |          |   |         |     |          |     
|Passenger revenue (in millions)   |  | $      | 250   |          | $ | 167     |     | $        | 73  
|Percent                           |  |        | 13.4  | %        |   | 12.6    | %   |          | 19.2
|Scheduled service ASMs (capacity) |  |        | 6.6   | %        |   | 7.9     | %   |          | 5.0 
|Passenger load factor             |  |        | 1.6   | pts.     |   | 1.8     | pts |          | .8  
|Yield                             |  |        | 4.1   | %        |   | 1.5     | %   |          | 12.4
|Passenger RASM                    |  |        | 6.4   | %        |   | 4.3     | %   |          | 13.4

Domestic
passenger revenue increased due to more capacity, higher passenger load factor and higher yields. Capacity increased as a result of additional aircraft, better aircraft
utilization and improved operational performance.

Pacific
passenger revenue was higher due to increased yields and traffic caused by Asia's recovering economic environment. The average yen per U.S. dollar exchange rates for the three
months ended March 31, 2000 and 1999 were 107 and 118, respectively, a 10.3% strengthening of the yen. Passenger load factor increased .8 points to a record 78.3% as the Company continued to
experience increased demand.

Atlantic
passenger revenue increased due to an increase in capacity, which resulted primarily from a 1.3 point improvement in completion factor, additional flying, which included
increases in Minneapolis/St. Paul-Amsterdam service and improved operational performance.

Cargo
revenue increased 14.9% ($23 million) to $177 million due to 13.6% more cargo ton miles resulting primarily from additional aircraft and a .9% increase in cargo
revenue yield per ton mile. Other revenue increased 7.0% ($17 million) due primarily to increased revenue from MLT Inc.

Operating Expenses.Operating expenses increased 12.1 ($278 million). Operating capacity increased 6.6% to
24.58 billion total service ASMs due to planned capacity increases of 5.5% and less weather-related cancellations in 2000. Salaries, wages and benefits increased 4.3%
($35 million) due to wage and benefit increases and an increase in average full-time equivalent employees of 1.7%.

Aircraft
fuel and taxes increased 83.0% ($190 million) due primarily to an 80.3% increase in average fuel cost per gallon, net of hedging transactions. Commissions decreased by
6.4% ($11 million) primarily due to changes in the Company's commission structure which were effective in October 1999. Depreciation and amortization increased 6.1% ($7 million)
due to additional owned aircraft and aircraft modifications. Aircraft rentals increased 19.0% ($16 million) due to additional leased aircraft. Other expenses grew 6.5% ($38 million)
largely due to higher volume of business for MLT Inc., increased personnel, outside services and passenger food costs.

Other Income and Expense.The foreign currency gains for the three months ended March 31, 2000 and 1999 were
attributable to balance sheet remeasurement of foreign currency-denominated

10



assets
and liabilities. Other income increased 83.0% ($39 million) primarily due to a $58 million gain from the sale of another portion of the Company's investment in priceline.comand increased
earnings from other investments, partially offset by a $28 million gain from the sale of a portion of the Company's
investment in Equant N.V. in the quarter ended March 31, 1999.

Liquidity and Capital Resources

At March 31, 2000, the Company had cash and cash equivalents of $872 million and borrowing capacity of $1.32 billion under its revolving
credit facilities, providing total available liquidity of $2.19 billion.

Net
cash provided by operating activities for the three months ended March 31, 2000 was $139 million, a $104 million decrease compared with the three months ended
March 31, 1999 due primarily to higher than normal sale proceeds of frequent flyer miles in excess of revenues in 1999. Investing activities in the first quarter of 2000 consisted primarily of
the purchase of four AVRO RJ85 aircraft and four Airbus A319 aircraft, costs to commission aircraft before entering revenue service, aircraft modifications and aircraft deposits partially offset by
the sale of a portion of the Company's investment inpriceline.com. Investing activities in 1999 consisted primarily of the purchase of four AVRO RJ85
aircraft and two Airbus A320 aircraft, the purchase off lease of four DC9-50 aircraft, costs to commission aircraft before entering revenue service, engine hushkitting, aircraft
modifications and aircraft deposits. Financing activities for the three months ended March 31, 2000 consisted primarily of the sale and leaseback of ten Airbus A319 aircraft and three AVRO RJ85
and payment of debt and capital lease obligations. Financing activities in 1999 consisted primarily of the payment of debt and capital lease obligations.

The
current aircraft delivery schedule provides for the acquisition of 107 aircraft over the next seven years. See Note 5 to the Condensed Consolidated Financial Statements for
additional discussion of aircraft capital commitments.

Other Information

Labor Agreements.On April 20, 2000, the Company and the International Brotherhood of Teamsters, which
represents its flight attendants, reached a new five-year tentative agreement. The agreement, which is subject to ratification by the flight attendants, provides for lump sum retroactive
payments equal to 3.5% of salaries since August 2, 1996, increased wages and pension benefits and various work rule modifications. The results of the ratification vote will be available on
May 31, 2000.

The
Company is presently in mediated negotiations with the Aircraft Mechanics Fraternal Association, which represents the Company's mechanics. The Company believes that a mutually
acceptable agreement can be reached with this labor group, but because the terms of the agreement will be determined by collective bargaining, the Company cannot predict the outcome of the
negotiations at this time.

Foreign Currency.The Company is exposed to the effect of foreign currency exchange rate fluctuations on the U.S.
dollar value of foreign currency-denominated operating revenues and expenses. The Company's largest exposure comes from the Japanese yen. The yen to U.S. dollar exchange rate has changed from 119 yen
to $1 at March 31, 1999 to 102 yen to $1 at December 31, 1999 to 103 yen to $1 at March 31, 2000. From time to time the Company uses financial instruments to hedge its exposure to
the Japanese yen. At March 31, 2000, the Company recorded $20 million of unrealized losses in accumulated other comprehensive loss associated with the forward contracts purchased to
hedge a portion of its 2000 and 2001 yen-denominated sales. Hedging gains or losses are recorded in revenue when transportation is provided. Presently, the Company has hedged approximately
40% of the Company's anticipated yen-denominated sales for the remainder of 2000 and 38% of 2001 anticipated yen-denominated sales.

11



Aircraft Fuel.In the ordinary course of business, the Company manages the price risk of fuel primarily utilizing
futures contracts traded on regulated exchanges and fuel swap agreements. At March 31, 2000, the Company recorded $34 million of unrealized gains in accumulated other comprehensive loss
as a result of the hedge contracts, which if realized, will be recorded as a reduction to fuel expense when the related fuel inventory is utilized. Presently, the Company has hedged approximately 29%
of its estimated fuel requirements for the remainder of 2000.

Alliances.On April 28, 2000, KLM Royal Dutch Airlines ("KLM") Airlines announced that it had terminated its
passenger and cargo joint ventures with Alitalia. Northwest has separate agreements with Alitalia. KLM's decision regarding Alitalia will not impact the long-term trans-Atlantic alliance
between Northwest and KLM. The decision and its ultimate impact on our international global alliance cannot be predicted at this time.

Forward-Looking Statements.Some of the statements made in this section and elsewhere in this report are
forward-looking and are based upon information available to the Company on the date hereof. 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 fluctuation, inflation, the general economic environment in the U.S. and other regions of the world and other factors discussed herein. These and other
factors are discussed in "Risk Factors Related to Northwest and NWA Corp." and "Risk Factors Related to the Airline Industry" in Item 1 of the Company's Annual Report on Form 10-K
for 1999.

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 inclusive. The
Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These statements deal with the
Company's expectations about the future and are subject to a number of factors that could cause actual results to differ materially from the Company's expectations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information required by this item is provided under the captions "Foreign Currency" and "Aircraft Fuel" within Management's Discussion and Analysis of
Financial Condition and Results of Operations in this Quarterly Report on Form 10-Q. Also, see Quantitative and Qualitative Disclosures About Market Rick, within Management's
Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for 1999.

12



## 

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In April 2000, Northwest received a civil investigative demand ("CID") from the Antitrust Division of the Department of Justice related to an antitrust
investigation to determine whether there are, have been or may be violations of Sections 1 and 2 of the Sherman Act related to, among other things, monopolization of hub markets. Northwest understands
that this CID is part of a larger Justice Department investigation of competitive practices in the airline industry and is related to prior CIDs received in January 1998 and
February 1999. Northwest has filed information with the Justice Department that it believes to be responsive to the CID. A CID is a request for information in the course of a civil antitrust
investigation and does not constitute the institution of legal proceedings.

See
"Legal Proceedings," Item 3 in the Company's Annual Report on Form 10-K for 1999. 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 will
not have a material adverse effect on the Company's consolidated financial statements taken as a whole.

Item 6. Exhibits



13





## 

SIGNATURE

Pursuant to the requirements 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.

|                    |  | Northwest Airlines Corporation
|------------------- |  | ------------------------------
|                    |  |                               
|Dated: May 12, 2000 |  | By:                           

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## 

EXHIBIT INDEX

|Exhibit No. |  | Description                                                                        
|----------- |  | -----------------------------------------------------------------------------------
|12.1        |  | Computation of Ratio of Earnings to Fixed Charges.                                 
|12.2        |  | Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Requirements.
|27.1        |  | Financial Data Schedule.                                                           

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