---

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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

---

FORM 10Q

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

For the quarterly period ended March 31, 2001

Commission File Number 0-23642

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LOGO

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

DELAWARE(State of incorporation)

41-1905580(IRS Employer Identification No.)2700 Lone Oak Parkway, Eagan, Minnesota(Address of principal executive offices)

55121(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, 2001, there were 85,156,333 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, 2001 and 2000 |                                                                                       | 3       
|                              |                                                                                                                                                                                         | Condensed Consolidated Balance SheetsMarch 31, 2001 and December 31, 2000                 |                                                                                       | 4       
|                              |                                                                                                                                                                                         | Condensed Consolidated Statements of Cash FlowsThree months ended March 31, 2001 and 2000 |                                                                                       | 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 |         
|                              | Item 3.                                                                                                                                                                                 |                                                                                            | Quantitative and Qualitative Disclosures About Market Risk                            |         
|PART II. OTHER INFORMATION    |                                                                                                                                                                                         |                                                                                           
|                              | Item 1.                                                                                                                                                                                 |                                                                                            | Legal Proceedings                                                                     |         
|                              | Item 6.                                                                                                                                                                                 |                                                                                            | Exhibits                                                                              |         
|SIGNATURE                     |                                                                                                                                                                                         | 15                                                                                        
|EXHIBIT INDEX                 |                                                                                                                                                                                         | 16                                                                                        

2

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Northwest Airlines Corporation

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

|                                  |                                                              | Three Months Ended
March 31  |     
|--------------------------------- | ------------------------------------------------------------ | ---------------------------- | ----
|
|
|Operating Revenues                |                                                              |                              |     
|                                  | Passenger                                                    |                              | $   
|                                  | Cargo                                                        |                              |     
|                                  | Other                                                        |                              |     
|                                  |                                                              |                              |     
|                                  |                                                              | Total operating revenues     |     
|Operating Expenses                |                                                              |                              |     
|                                  | Salaries, wages and benefits                                 |                              |     
|                                  | Aircraft fuel and taxes                                      |                              |     
|                                  | Aircraft maintenance materials and repairs                   |                              |     
|                                  | Commissions                                                  |                              |     
|                                  | Other rentals and landing fees                               |                              |     
|                                  | Depreciation and amortization                                |                              |     
|                                  | Aircraft rentals                                             |                              |     
|                                  | Other                                                        |                              |     
|                                  |                                                              |                              |     
|                                  |                                                              | Total operating expenses     |     
|                                  |                                                              |                              |     
|Operating Loss                    |                                                              |                              | (236
|Other Income (Expense)            |                                                              |                              |     
|                                  | Interest expense, net                                        |                              |     
|                                  | Interest of mandatorily redeemable preferred security holder |                              |     
|                                  | Investment income                                            |                              |     
|                                  | Other                                                        |                              |     
|                                  |                                                              |                              |     
|                                  |                                                              | Total other income (expense) |     
|                                  |                                                              |                              |     
|Income (Loss) Before Income Taxes |                                                              |                              | (273
|Income tax expense (benefit)      |                                                              |                              | (102
|                                  |                                                              |                              |     
|Net Income (Loss)                 |                                                              | $                            | (171
|                                  |                                                              |                              |     
|Earnings (loss) per common share: |                                                              |                              |     
|                                  | Basic                                                        |                              | $   
|                                  |                                                              |                              |     
|                                  | Diluted                                                      |                              | $   
|                                  |                                                              |                              |     

See
accompanying notes.

3

---

Northwest Airlines Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                                                              |                                                                    | March 31
2001                              |       | December 31
2000 |       
|------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ | ------------------------------------------ | ----- | ---------------- | ------
|
|Assets                                                                                                        |                                                                    |                                            |       |                  |       
|Current Assets                                                                                                |                                                                    |                                            |       |                  |       
|                                                                                                              | Cash and cash equivalents                                          |                                            | $     | 2,270            |       
|                                                                                                              | Restricted short-term investments                                  |                                            |       | 77               |       
|                                                                                                              | Accounts receivable, net                                           |                                            |       | 434              |       
|                                                                                                              | Flight equipment spare parts, net                                  |                                            |       | 310              |       
|                                                                                                              | Prepaid expenses and other                                         |                                            |       | 531              |       
|                                                                                                              |                                                                    |                                            |       |                  |       
|                                                                                                              |                                                                    | Total current assets                       |       |                  | 3,622 
|Property and Equipment                                                                                        |                                                                    |                                            |       |                  |       
|                                                                                                              | Flight equipment, net                                              |                                            |       | 4,755            |       
|                                                                                                              | Other property and equipment, net                                  |                                            |       | 1,024            |       
|                                                                                                              |                                                                    |                                            |       |                  |       
|                                                                                                              |                                                                    | Total property and equipment               |       |                  | 5,779 
|Flight Equipment Under Capital Leases, net                                                                    |                                                                    |                                            | 560   |                  |       
|Other Assets                                                                                                  |                                                                    |                                            |       |                  |       
|                                                                                                              | International routes, net                                          |                                            |       | 652              |       
|                                                                                                              | Investments in affiliated companies                                |                                            |       | 249              |       
|                                                                                                              | Other                                                              |                                            |       | 1,141            |       
|                                                                                                              |                                                                    |                                            |       |                  |       
|                                                                                                              |                                                                    |                                            | 2,042 |                  |       
|                                                                                                              |                                                                    |                                            |       |                  |       
|                                                                                                              |                                                                    | Total Assets                               |       | $                | 12,003
|                                                                                                              |                                                                    |                                            |       |                  |       
|Liabilities and Stockholders' Equity                                                                          |                                                                    |                                            |       |                  |       
|Current Liabilities                                                                                           |                                                                    |                                            |       |                  |       
|                                                                                                              | Air traffic liability                                              |                                            | $     | 1,561            |       
|                                                                                                              | Short-term borrowings                                              |                                            |       | 1,111            |       
|                                                                                                              | Accounts payable and other liabilities                             |                                            |       | 1,993            |       
|                                                                                                              | Current maturities of long-term debt and capital lease obligations |                                            |       | 264              |       
|                                                                                                              |                                                                    |                                            |       |                  |       
|                                                                                                              |                                                                    | Total current liabilities                  |       |                  | 4,929 
|Long-Term Debt                                                                                                |                                                                    |                                            | 3,124 |                  |       
|Long-Term Obligations Under Capital Leases                                                                    |                                                                    |                                            | 481   |                  |       
|Deferred Credits and Other Liabilities                                                                        |                                                                    |                                            |       |                  |       
|                                                                                                              | Deferred income taxes                                              |                                            |       | 1,250            |       
|                                                                                                              | Pension and postretirement benefits                                |                                            |       | 896              |       
|                                                                                                              | Other                                                              |                                            |       | 484              |       
|                                                                                                              |                                                                    |                                            |       |                  |       
|                                                                                                              |                                                                    |                                            | 2,630 |                  |       
|Mandatorily Redeemable Preferred Security of Subsidiary Which Holds Solely Non-Recourse Obligation of Company |                                                                    |                                            | 505   |                  |       
|Redeemable Preferred Stock                                                                                    |                                                                    |                                            | 230   |                  |       
|Common Stockholders' Equity                                                                                   |                                                                    |                                            |       |                  |       
|                                                                                                              | Common stock                                                       |                                            |       | 1                |       
|                                                                                                              | Additional paid-in capital                                         |                                            |       | 1,455            |       
|                                                                                                              | Accumulated deficit                                                |                                            |       | (265             | )     
|                                                                                                              | Accumulated other comprehensive loss                               |                                            |       | (2               | )     
|                                                                                                              | Treasury stock                                                     |                                            |       | (1,085           | )     
|                                                                                                              |                                                                    |                                            |       |                  |       
|                                                                                                              |                                                                    |                                            | 104   |                  |       
|                                                                                                              |                                                                    |                                            |       |                  |       
|                                                                                                              |                                                                    | Total Liabilities and Stockholders' Equity |       | $                | 12,003
|                                                                                                              |                                                                    |                                            |       |                  |       

See
accompanying notes.

4

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Northwest Airlines Corporation

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                 |                                                                    | Three Months Ended
March 31                         |      
|------------------------------------------------ | ------------------------------------------------------------------ | --------------------------------------------------- | -----
|
|
|Net Cash Provided by Operating Activities        |                                                                    | $                                                   | 163  
|Cash Flows From Investing Activities             |                                                                    |                                                     |      
|                                                 | Capital expenditures                                               |                                                     |      
|                                                 | Net increase in short-term investments                             |                                                     |      
|                                                 | Proceeds from sale of investments                                  |                                                     |      
|                                                 | Other, net                                                         |                                                     |      
|                                                 |                                                                    |                                                     |      
|                                                 |                                                                    | Net cash provided by (used in) investing activities |      
|Cash Flows From Financing Activities             |                                                                    |                                                     |      
|                                                 | Payments of long-term debt and capital lease obligations           |                                                     |      
|                                                 | Proceeds from sale and leaseback transactions                      |                                                     |      
|                                                 | Proceeds from short-term borrowings and issuance of long-term debt |                                                     |      
|                                                 | Other, net                                                         |                                                     |      
|                                                 |                                                                    |                                                     |      
|                                                 |                                                                    | Net cash provided by financing activities           |      
|Increase in Cash and Cash Equivalents            |                                                                    |                                                     | 1,577
|Cash and cash equivalents at beginning of period |                                                                    |                                                     | 693  
|                                                 |                                                                    |                                                     |      
|Cash and cash equivalents at end of period       |                                                                    | $                                                   | 2,270
|                                                 |                                                                    |                                                     |      
|Available to be borrowed under credit facilities |                                                                    | $                                                   | 5    
|                                                 |                                                                    |                                                     |      

See
accompanying notes.

5

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Northwest Airlines Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





2001

2000Domestic

$
1,801

$
1,750Pacific, principally Japan


567


561Atlantic


243


198Total operating revenues

$
2,611

$
2,509


6

---



2001

2000Numerator:Net income (loss)

$
(171
)
$
3Denominator:Weighted-average shares outstanding for basic earnings (loss) per share


83,441,702


82,128,420Effect of dilutive securities:Series C Preferred Stock





7,071,110Shares held in non-qualified rabbi trusts





2,495,756Employee stock options





301,994Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings (loss) per share


83,441,702


91,997,280




7

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|                                  |  | Northwest |       | Other
Subsidiaries |   | Consolidating
Adjustments |   | NWA Corp.
Consolidated |    
|--------------------------------- |  | --------- | ----- | ------------------ | - | ------------------------- | - | ---------------------- | ---
|2001:                             |  |           |       |                    |   |                           |   |                        |    
|Operating revenues                |  | $         | 2,476 |                    | $ | 200                       |   | $                      | (65
|Operating expenses                |  |           | 2,723 |                    |   | 185                       |   |                        | (61
|                                  |  |           |       |                    |   |                           |   |                        |    
|Operating income (loss)           |  |           | (247  | )                  |   | 15                        |   |                        | (4 
|Other income (expense)            |  |           | (67   | )                  |   | (529                      | ) |                        | 559
|                                  |  |           |       |                    |   |                           |   |                        |    
|Income (loss) before income taxes |  |           | (314  | )                  |   | (514                      | ) |                        | 555
|Income tax expense (benefit)      |  |           | (114  | )                  |   | 12                        |   |                        |   
|                                  |  |           |       |                    |   |                           |   |                        |    
|Net income (loss)                 |  | $         | (200  | )                  | $ | (526                      | ) | $                      | 555
|                                  |  |           |       |                    |   |                           |   |                        |    
|2000:                             |  |           |       |                    |   |                           |   |                        |    
|Operating revenues                |  | $         | 2,395 |                    | $ | 187                       |   | $                      | (73
|Operating expenses                |  |           | 2,398 |                    |   | 183                       |   |                        | (69
|                                  |  |           |       |                    |   |                           |   |                        |    
|Operating income (loss)           |  |           | (3    | )                  |   | 4                         |   |                        | (4 
|Other income (expense)            |  |           | (22   | )                  |   | 15                        |   |                        | 14 
|                                  |  |           |       |                    |   |                           |   |                        |    
|Income (loss) before income taxes |  |           | (25   | )                  |   | 19                        |   |                        | 10 
|Income tax expense (benefit)      |  |           | (6    | )                  |   | 7                         |   |                        |   
|                                  |  |           |       |                    |   |                           |   |                        |    
|Net income (loss)                 |  | $         | (19   | )                  | $ | 12                        |   | $                      | 10 
|                                  |  |           |       |                    |   |                           |   |                        |    



|                                                 |  | Northwest |       | Other
Subsidiaries |   | Consolidating
Adjustments |   | NWA Corp.
Consolidated |  
|------------------------------------------------ |  | --------- | ----- | ------------------ | - | ------------------------- | - | ---------------------- | -
|2001:                                            |  |           |       |                    |   |                           |   |                        |  
|Net cash from operating activities               |  | $         | 42    |                    | $ | 121                       |   | $                      | 
|Net cash flows from investing activities         |  |           | (302  | )                  |   | 566                       |   |                        | 
|Net cash flows from financing activities         |  |           | 1,818 |                    |   | (668                      | ) |                        | 
|                                                 |  |           |       |                    |   |                           |   |                        |  
|Increase in cash and cash equivalents            |  |           | 1,558 |                    |   | 19                        |   |                        | 
|Cash and cash equivalents at beginning of period |  |           | 659   |                    |   | 34                        |   |                        | 
|                                                 |  |           |       |                    |   |                           |   |                        |  
|Cash and cash equivalents at end of period       |  | $         | 2,217 |                    | $ | 53                        |   | $                      | 
|                                                 |  |           |       |                    |   |                           |   |                        |  
|2000:                                            |  |           |       |                    |   |                           |   |                        |  
|Net cash from operating activities               |  | $         | 44    |                    | $ | 95                        |   | $                      | 
|Net cash flows from investing activities         |  |           | (60   | )                  |   | (17                       | ) |                        | 
|Net cash flows from financing activities         |  |           | 131   |                    |   | (70                       | ) |                        | 
|                                                 |  |           |       |                    |   |                           |   |                        |  
|Increase in cash and cash equivalents            |  |           | 115   |                    |   | 8                         |   |                        | 
|Cash and cash equivalents at beginning of period |  |           | 735   |                    |   | 14                        |   |                        | 
|                                                 |  |           |       |                    |   |                           |   |                        |  
|Cash and cash equivalents at end of period       |  | $         | 850   |                    | $ | 22                        |   | $                      | 
|                                                 |  |           |       |                    |   |                           |   |                        |  

8

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|                                             |                                                                    | Northwest                                  |       | Other
Subsidiaries |        | Consolidating
Adjustments |     | NWA Corp.
Consolidated
|-------------------------------------------- | ------------------------------------------------------------------ | ------------------------------------------ | ----- | ------------------ | ------ | ------------------------- | --- | ----------------------
|Assets                                       |                                                                    |                                            |       |                    |        |                           |     |                       
|Current Assets                               |                                                                    |                                            |       |                    |        |                           |     |                       
|                                             | Cash, cash equivalents and restricted short-term investments       |                                            | $     | 2,250              |        | $                         | 97  |                       
|                                             | Accounts receivable, net                                           |                                            |       | 420                |        |                           | 14  |                       
|                                             | Other current assets                                               |                                            |       | 697                |        |                           | 174 |                       
|                                             |                                                                    |                                            |       |                    |        |                           |     |                       
|                                             |                                                                    | Total current assets                       |       |                    | 3,367  |                           |     | 285                   
|Property and Equipment                       |                                                                    |                                            | 5,432 |                    |        | 347                       |     |                       
|Flight Equipment Under Capital Leases, net   |                                                                    |                                            | 560   |                    |        |                          |     |                       
|Other Assets                                 |                                                                    |                                            | 1,792 |                    |        | 4,262                     |     |                       
|                                             |                                                                    |                                            |       |                    |        |                           |     |                       
|                                             |                                                                    | Total Assets                               |       | $                  | 11,151 |                           | $   | 4,894                 
|                                             |                                                                    |                                            |       |                    |        |                           |     |                       
|Liabilities and Stockholders' Equity         |                                                                    |                                            |       |                    |        |                           |     |                       
|Current Liabilities                          |                                                                    |                                            |       |                    |        |                           |     |                       
|                                             | Air traffic liability                                              |                                            | $     | 1,500              |        | $                         | 70  |                       
|                                             | Accounts payable and other liabilities                             |                                            |       | 3,025              |        |                           | 100 |                       
|                                             | Current maturities of long-term debt and capital lease obligations |                                            |       | 238                |        |                           | 26  |                       
|                                             |                                                                    |                                            |       |                    |        |                           |     |                       
|                                             |                                                                    | Total current liabilities                  |       |                    | 4,763  |                           |     | 196                   
|Long-Term Debt and Capital Lease Obligations |                                                                    |                                            | 3,332 |                    |        | 273                       |     |                       
|Deferred Income Taxes                        |                                                                    |                                            |      |                    |        | 1,250                     |     |                       
|Other Liabilities                            |                                                                    |                                            | 1,377 |                    |        | 58                        |     |                       
|Mandatorily Redeemable Preferred Security    |                                                                    |                                            | 505   |                    |        |                          |     |                       
|Redeemable Preferred Stock                   |                                                                    |                                            |      |                    |        | 230                       |     |                       
|Common Stockholders' Equity                  |                                                                    |                                            | 1,174 |                    |        | 2,887                     |     |                       
|                                             |                                                                    |                                            |       |                    |        |                           |     |                       
|                                             |                                                                    | Total Liabilities and Stockholders' Equity |       | $                  | 11,151 |                           | $   | 4,894                 
|                                             |                                                                    |                                            |       |                    |        |                           |     |                       

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

For
the quarter ended March 31, 2001, the Company reported a net loss of $171 million and an operating loss of $236 million. Diluted loss per common share was
$2.05 in the first quarter of 2001 compared with diluted earnings per common share of $.03 in the first quarter of 2000.

In
the first quarter of 2001, the Company recorded a non-recurring, pre-tax charge for retroactive pay and benefits of $94 million related to the
tentative agreement reached with the Aircraft Mechanics Fraternal Association ("AMFA"), the union which represents the Company's mechanics, cleaners and custodians, and a gain of $27 million on
the sale of the Company's remaining investment in Continental Airlines, Inc. ("Continental"). The first quarter of 2000 included non-recurring net gains of $70 million,
predominantly from the sale of a portion of the Company's investments inpriceline.com. Diluted loss per share, excluding these
non-recurring items for the first quarter of 2001 and 2000 was $1.47 and $.51, respectively.

Substantially
all of the Company's results of operations are attributable to Northwest and the following discussion pertains primarily to Northwest. The Company's results of
operations for interim periods are not necessarily indicative of the results for an entire year due to seasonal factors as well as

9

---

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%
Chg.2001

2000Scheduled service:Available seat miles (ASMs) (millions)

24,987

24,530

1.9Revenue passenger miles (millions)

18,266

17,777

2.8Passenger load factor (percent)

73.1

72.5

.6 pts.Revenue passengers (thousands)

13,364

13,406

(.3
)Revenue yield per passenger mile (cents)

11.86

11.85

.1Passenger revenue per scheduled ASM (cents)

8.67

8.59

.9Operating revenue per total ASM (cents)(2)

9.46

9.32

1.5Operating expense per total ASM (cents)(2)

10.32

9.27

11.3Operating expense excluding provision for AMFA retro pay and benefits per total ASM (cents)(2)

9.95

9.27

7.3Cargo ton miles (millions)

540

566

(4.5
)Cargo revenue yield per ton mile (cents)

34.11

31.22

9.3Fuel gallons consumed (millions)

512

493

3.8Average fuel cost per gallon (cents)

87.55

79.15

10.6Number of operating aircraft at end of period

429

416

3.1Full-time equivalent employees at end of period

53,341

52,175

2.2


---

Results of OperationsThree months ended March 31, 2001 and 2000

Operating Revenues.Operating revenues increased 4.1% ($102 million). System passenger revenues (which
represented 84.6% of total operating revenues) increased 3.6% ($76 million). The increase in system passenger revenue was primarily attributable to a 1.9% increase in Northwest's scheduled
service ASMs and a .6 point increase in passenger load factor, resulting in an .9% increase in Northwest's passenger revenue per scheduled ASM ("RASM"). Passenger revenue included
$41 million and $25 million of Express revenues for the three months ended March 31, 2001 and 2000, respectively.

10

---

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

System

Domestic

Pacific

Atlantic2001Passenger revenue (in millions)

$
2,167

$
1,514

$
448

$
205Increase/(Decrease) from 2000:Passenger revenue (in millions)

$
60

$
21

$
1

$
38Percent


2.9
%

1.4
%

.2
%

23.2
%Scheduled service ASMs (capacity)


1.9
%

(.9
)%

(3.1
)%

31.6
%Passenger load factor


.6
pts.

(.1)
pts.

3.6
pts.

(2.0)
pts.Yield


.1
%

2.6
%

(1.0
)%

(3.7
)%Passenger RASM


.9
%

2.3
%

3.4
%

(6.4
)%


Domestic
passenger revenue increased due to higher yields, partially offset by decreased capacity and passenger load factor. The reconfiguration of first class seating and labor
related cancellations both
restricted capacity growth. Starting in February, Northwest experienced the impact of a slowing U.S. economy, with an associated decline in corporate business travel, which has adversely impacted
yields and revenues.

Pacific
passenger revenue remained flat with decreased capacity and yields being offset by an increased passenger load factor. The introduction of the upgraded World Business Class
product, improving seat pitch from 48 inches to 60 inches and eliminating International first class, is the primary reason for the decline in capacity. The average yen per U.S. dollar exchange rates
for the three months ended March 31, 2001 and 2000 were 116 and 106, respectively, an 8.6% weakening of the yen.

Atlantic
passenger revenue increased due to an increase in capacity partially offset by decreased yield and passenger load factor. The increased capacity has been a result of
additional flying, including the initiation of Detroit-Italy service, increases in Amsterdam-India service and increases in service from both Detroit and Minneapolis/St. Paul to Amsterdam, partially
offset by the World Business Class product upgrades.

Cargo
revenue increased 4.5% ($8 million) to $185 million due to a 9.3% increase in cargo revenue yield per ton mile partially offset by 4.5% fewer cargo ton miles
resulting from reduced U.S. demand for Asian goods and the weakened yen exchange rates. Service will begin in July 2001 under a new five-year agreement with DHL Worldwide Express to
provide daily freighter service from its U.S. hub operations in Cincinnati to various points in Asia. Two additional Boeing 747 aircraft, which were purchased in 2000 and are being converted into
freighters, are scheduled to begin revenue service in the summer of 2001. Other revenue increased 9.0% ($18 million) due primarily to increased revenue from MLT Inc.

Operating Expenses.Operating expenses increased 13.3% ($335 million). Operating capacity increased 1.8% to
25.03 billion total service ASMs due to planned capacity increases, excluding the impact of the World Business Class and Domestic first class seat reconfigurations, capacity increased
3.6%. Operating expense per total ASM increased 11.3%.

Salaries,
wages and benefits increased 23.5% ($200 million) due to retroactive wages and benefits of $94 million related to the AMFA collective bargaining agreement,
which was ratified by the union's membership on May 11, 2001, other wage and benefit increases and an increase in average full-time equivalent employees of 2.3%. Aircraft fuel and
taxes increased 14.6% ($61 million) due primarily to a 10.6% increase in average fuel cost per gallon, net of hedging transactions. Aircraft maintenance materials and repairs increased 13.4%
($23 million) as a result of higher third-party engine and airframe repairs. Depreciation and amortization increased 5.8% ($7 million) due to additional owned

11

---

aircraft. Aircraft rentals increased 9.0% ($9 million) due to additional leased aircraft. Other expenses grew 8.0% ($45 million) largely due to increased outside services, selling and
marketing fees, personnel and passenger food costs.

Other Income and Expense.Other non-operating income decreased 69.7% ($62 million) primarily due to
a $58 million gain recorded in the quarter ended March 31, 2000, from the sale of a portion of the Company's investment inpriceline.com,
as well as the Company's share of Continental's earnings, also recorded in 2000, partially offset by a $27 million gain recorded in 2001 on the sale of the Company's remaining investment in
Continental.

Liquidity and Capital Resources

At March 31, 2001, the Company had cash and cash equivalents of $2.27 billion and borrowing capacity of $5.0 million under its revolving
credit facilities, providing total available liquidity of $2.27 billion. On March 29, 2001, the Company borrowed $1.095 billion under its credit facilities and set the interest
rate for a one-month period at 6.56%. On May 11, 2001 the Company repaid all funds borrowed under its credit facilities.

Net
cash provided by operating activities for the three months ended March 31, 2001 was $163 million, a $24 million increase compared with the three months ended
March 31, 2000 due primarily to changes in working capital.

Investing
activities in the first quarter of 2001 consisted primarily of the proceeds from the January sale of 6.7 million shares of Continental Class A Common Stock
held by the Company for $450 million and the subsequent sale of the remaining shares of Continental Class B Common Stock held by the Company for $132 million, partially offset by
the purchase of four Airbus A319 aircraft, costs to commission aircraft before entering revenue service, aircraft modifications and aircraft deposits. 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.

Financing
activities in the first quarter of 2001 consisted primarily of the Company's draw of $1.095 billion under its credit facilities, the financing of four Airbus A319
aircraft with funds from pass-through certificates and payment of debt and capital lease obligations. 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 aircraft and payment of debt and capital lease obligations.

In
addition to the purchased aircraft discussed above, the Company took delivery of three Bombardier CRJ200 aircraft during the three months ended March 31, 2001. These
aircraft were financed with operating leases.

The
current aircraft delivery schedule provides for the acquisition of 113 aircraft over the next six years. See Note 5 to the Condensed Consolidated Financial Statements for
additional discussion of aircraft capital commitments.

Other Information

Labor Agreements.On May 11, 2001, Northwest's mechanics, custodians and cleaners ratified a new
four-year agreement. The agreement provides for lump sum retroactive payments, a one-time pay adjustment, increased wages and pension benefits as well as various work rule
modifications. The Company estimates the increased costs under the ratified agreement to be approximately $138 million for the remainder of 2001 based on current levels of employment.

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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 Company's effective average yen per U.S. dollar exchange
rate, including hedge activity for the three months ended March 31, 2001 and 2000 was 103 and 112, respectively. From time to time the Company uses financial instruments to hedge its exposure
to the Japanese yen. At March 31, 2001, the Company recorded $49 million of unrealized gains in accumulated other comprehensive loss associated with forward contracts purchased to hedge
a portion of its 2001 yen-denominated sales. Hedging gains or losses are recorded in revenue when transportation is provided. During the quarter ended March 31, 2001, the Company
realized pre-tax gains of $10 million associated with forward contracts purchased to hedge its first quarter yen-denominated sales. At March 31, 2001, the Company
has hedged approximately 43% of it's anticipated yen-denominated sales for the remainder of 2001 anticipated yen-denominated sales, which also represents approximately 100% of
the Company's excess of yen-denominated revenues over expenses in 2001.

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 2000.

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 caption "Foreign Currency" within "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in this Quarterly Report on Form 10-Q. Also see "Item 7a. Quantitative and Qualitative Disclosures About Market Risk" within the Company's Annual Report on
Form 10-K for 2000.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Reference is made to "Item 3. Legal Proceedings" in the Company's Annual Report on Form 10-K for 2000. In addition, in the ordinary course
of its business, the Company is party to various other legal

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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







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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 15, 2001 |  | By:                           

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EXHIBIT INDEX

|Exhibit No. |  | Description                                                                                                                                                                                                          
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1        |  | A330 Purchase Agreement between AVSA, S.A.R.L. and Northwest Airlines, Inc. dated as of December 21, 2000 (The Company has applied to the Commission for confidential treatment of certain portions of this
exhibit).
|12.1        |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                   
|12.2        |  | Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Requirements.                                                                                                                                  

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