UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 
FORM 10-K 
(Mark One) 
~ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 
OR 
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 
FOR THE TRANSITION PERIOD FROM TO 
Commission file number 0-23642 
NORTHWEST AIRLINES CORPORATION 
(Exact name of registrant as specified in its charter) 
Delaware 
(State or other jurisdiction of incorporation or organization) 
2700 Lone Oak Parkway, Eagan, Minnesota 
(Address of principal executive offices) 
41-1905580 
(l.R.S. Employer Identification No.) 
55121 
(Zip Code) 
Registrant's telephone number, including area code (612) 726-2111 
Securities registered pursuant to Section 12(b) of the Act: 
Title of each class Name of each exchange on which registered 
Quarterly Interest Bonds due 2039 The New York Stock Exchange 
Securities registered pursuant to Section 12(g) of the Act: 
Title of each class 
Common Stock, par value $.01 per share 
Preferred Stock Purchase Rights 
Name of each exchange on which registered 
The Nasdaq National Market 
The Nasdaq National Market 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 
or 15( d) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period 
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for 
the past 90 days. Yes [g] No D 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not 
contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this 
Form 10-K. D 
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the 
Act). Yes [g] No D 
The aggregate market value of the voting stock held by nonaffiliates of the registrant as of January 30, 
2004 was $928 million. 
As of January 30, 2004, there were 86,106,532 shares of the registrant's Common Stock outstanding. 
DOCUMENTS INCORPORATED BY REFERENCE 
Part III of this Form 10-K incorporates by reference certain information from the registrant's Proxy 
Statement for its Annual Meeting of Stockholders to be held on April 23, 2004. 
 PART I 
Item 1. BUSINESS 
Northwe t Airlines Corporation ("NWA Corp." and, together with its subsidiaries, the "Company") 
is the indirect parent corporation of Northwest Airlines, Inc. ("Northwest"). Northwest operate the 
world's fourth largest airline, as measured by revenue passenger miles ("RPMs"), and is engaged in the 
business of transporting passengers and cargo. Northwest began operations in 1926. Northwest's 
business focuses on the development of a global airline network through its strategic asset that 
include: 
 domestic hubs at Detroit, Minneapolis/St. Paul and Memphis; 
 an extensive Pacific route system with a hub in Tokyo; 
 a trans-Atlantic alliance with KLM Royal Dutch Airlines ( KLM"), which operates through a 
hub in Amsterdam; 
 a domestic and international alliance with Continental Airlines, Inc. ("Continental") and Delta 
Air Lines, Inc. ("Delta"); 
 exclusive marketing agreements with two domestic regional carriers, Pinnacle Airlines, Inc. 
("Pinnacle Airlines") and Mesaba Aviation, Inc. (''Mesaba"), both of which operate as 
Northwest Airlink; and 
 a cargo business that operates 12 dedicated freighter aircraft through hubs in Anchorage and 
Tokyo. 
Northwest has developed strategies that are designed to utilize these assets to the Company's 
competitive advantage. 
The Company maintains a Web site at http://www.nwa.com. Information contained on the 
Company's website is not incorporated into this annual report on Form 10-K. Annual reports on 
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, all amendments to those 
reports and other information about the Company are available free of charge through its Web site at 
http://irnwa.com as soon as reasonably practicable after those reports are electronically filed with or 
furnished to the Securities and Exchange Commission. 
See "Item 1. Business-Risk Factors Related to Northwest and the Airline Industry" and "Item 7. 
Management's Discussion and Analysis of Financial Condition and Results of Operations-Overview" 
for a discussion of trends and factors affecting the Company and the airline industry. The Company is 
managed as one cohesive business unit. See "Item 8. Consolidated Financial Statements and 
Supplementary Data Note 15-Segment Information". 
Operations and Route Network 
Northwest operates substantial domestic and international route networks and directly serves more 
than 158 cities in 24 countries in North America, Asia and Europe. 
Domestic System 
Northwest operates its domestic system through its hubs at Detroit, Minneapolis/St. Paul and 
Memphis. 
Detroit. Detroit is the ninth largest origination/destination hub in the U.S. Northwest and its 
Airlink carriers together serve over 143 cities from Detroit. For the six months ended June 30, 2003 
they enplaned 58% of originating passengers from Detroit, while the next largest competitor enplaned 
13%. 
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 Minneapolis/St. Paul. Minneapolis/St. Paul is the eighth largest origination/destination hub in the 
U.S. Northwest and its Airlink carriers together serve over 156 cities from Minneapolis/St. Paul. For the 
six months ended June 30, 2003, they enplaned 65% of originating passengers from Minneapolis/St. 
Paul, while the next largest competitor enplaned 7%. 
Memphis. Memphis is the nineteenth largest origination/destination hub in the U.S. Northwest 
and its Airlink carriers together serve 88 cities from Memphis. For the six months ended June 30, 2003, 
they enplaned 60% of originating passengers from Memphis, while the next largest competitor 
enplaned 16%. 
International System 
Northwest operates international flights to the Pacific and/or the Atlantic regions from its Detroit, 
Minneapolis/St. Paul and Memphis hubs, as well as from gateway cities such as Boston, Honolulu, Los 
Angeles, New York, San Francisco and Seattle. International flights to the Pacific from Portland are 
scheduled to begin in June 2004. 
Pacific. Northwest has served the Pacific market since 1947 and has one of the world's largest 
Pacific route networks. Northwest's Pacific operations are concentrated at Narita International Airport 
in Tokyo, where it has 358 permanent weekly takeoff and landing slots, the most for any non-Japanese 
carrier. As a result of a 1947 U.S.-Japan bilateral aviation agreement, Northwest has the right to 
operate unlimited frequencies between any point in the U.S. and Japan as well as extensive "fifth 
freedom" rights. "Fifth freedom" rights allow Northwest to operate service from any gateway in Japan 
to points beyond Japan and to carry Japanese originating passengers. Northwest and United 
Airlines, Inc. ("United") are the only U.S. passenger carriers that have "fifth freedom" rights from 
Japan. Northwest uses these slots and rights to operate a network linking seven U.S. gateways and 
twelve Asian destinations via Tokyo. The Asian destinations include Bangkok, Beijing, Busan, Guam, 
Hong Kong, Manila, Nagoya, Saipan, Seoul, Shanghai, Singapore and Taipei. 
Atlantic. Northwest and KLM operate an extensive trans-Atlantic network pursuant to a 
commercial and operational joint venture. This joint venture benefits from having antitrust immunity, 
which allows for coordinated pricing, scheduling, product development and marketing. In 1992, the U.S. 
and the Netherlands entered into an "open-skies" bilateral aviation treaty, which authorizes the airlines 
of each country to provide international air transportation between any U.S.-Netherlands city pair and 
to operate connecting service to destinations in other countries. Northwest and KLM operate joint 
service between 17 cities in the U.S., Canada and Mexico and Amsterdam, and between Amsterdam 
and India. Codesharing between Northwest and KLM has been implemented on flights to 57 European, 
six Middle Eastern, nine African, three Asian and approximately 173 U.S. cities. Codesharing is an 
agreement whereby an airline's flights can be marketed under the two-letter designator code of another 
airline, thereby allowing the two carriers to provide joint service with one aircraft. After 
September 2007, a three-year notice is required to terminate the joint venture. 
See "Item 8. Consolidated Financial Statements and Supplementary Data, Note 15-Segment 
Information" for a discussion of Northwest's operations by geographic region. 
Alliances 
In addition to its trans-Atlantic alliance with KLM, Northwest has strengthened its network 
through other alliance partnerships. Long-term alliances are the most effective way for Northwest to 
enter markets that it would not be able to serve alone. Alliance relationships can include codesharing, 
reciprocal frequent flyer programs, "through" luggage check-in, reciprocal airport lounge access, joint 
marketing, sharing of airport facilities and joint procurement of certain goods and services. Northwest 
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 and it allianc partner currently provide a global n twork to over 750 citie in 120 countrie on ix 
continent . 
In ugu t _002, the Company announced that it had igned a cooperative marketing agreement 
with ontinental and D !ta. Thi agr ement i d igned to connect the three carriers dome tic and 
international n twork and provide for code haring, reciprocity of fr quent fly r programs, airport club 
u and oth r coop rati act1v1t1e . orthwe t Continental and Delta received approval of the 
agr m nt from th U.S. D partment of Ju tice ("DOJ") and the Department of Tran portation 
("DOT' ) in th fir t quarter of 2003. The three airlines began implementing the agreement in 
Jun 2003 b off ring ace to ach other' airport lounge and commencing codeshare ervice. 
B ginning in July 2003 frequ nt fly r members of the three airlines were able to u e a single award to 
book and r de m mil for itinerarie that include any combination of Northwe t, Continental and 
Delta operated flight . In the fourth quarter of 2003, orthwest and Delta expanded their codesharing 
to 650 daily dome tic flight operated by each carrier, the maximum permitted by the DOT a of that 
time. In June 2004 th next pha may be implemented by adding code sharing on another 650 daily 
dom tic flight . The combined network has increased orthwest's presence in the South, East and 
Mountain We t region of the U.S., a well a in Latin America. 
In S pt mb r 2003, KLM announced that it would enter into an agreement with Air France to 
form a trategic bu in partner hip which would create Europe large t airline group and unite the 
two carrier under the ame corporate holding company. In February 2004, the European Union 
antitru t in e tigator gave their conditional approval of this merger. The KLM-Northwe t trans- 
Atlantic joint enture will remain in place pur uant to their alliance agreement. It is anticipated that 
KLM will join the SkyTeam global alliance ( of which Air France and Delta are the founding member ) 
in th pring of 2004. orthwe t al o expect to join the SkyTeam alliance in 2004. 
orthwe t al o ha dome tic fr quent flyer and codesharing agreement with several other airlines 
including Ala ka/Horizon Airlines, Hawaiian Airline , America We t Airline and American Eagle. 
In the Pacific, orthwe t ha frequent flyer agreements with Malaysia Airlines, Japan Airlines, Jet 
Airwa of India, Garuda Indone ia, Cebu Pacific Airlines and Pacific Island Aviation. 
In addition to it exten ive relation hip with KLM in the Atlantic, Northwest has reciprocal 
frequent flyer program with Air Alp Aviation, KLM cityhopper and KLM exel, Air Europa Kenya 
Airv a and Male Hungarian Airline . 
Reaional Pa,1ner hip 
orthwe t ha exclu ive marketing agreement ith two regional carriers: Pinnacle Airline and 
Me aba. Under the agreement these regional carrier operate their flight under the Northwest "NW" 
cod and operate a orthwe t Airlink. The purpo e of the e marketing agreements i to provide 
rvice to mall citie and more frequent ervice to larger cities, increasing connecting traffic at 
orthwe t dome tic hub . Th agreement with Pinnacle Airlines and Me aba are capacity purchase 
arrang ment . Und r the e arrangement , orthwe t control the cheduling pricing, re ervation , 
tick ting and eat in ntories for Pinnacle Airlines and Mesaba flight . Northwest i generally entitled 
to all ticket, cargo and mail re enues a sociated with the e flights. The regional carriers are paid based 
on operati n for certain xpen and r ceive reimbur ement for other expense . 
Pinnacle Airline . Pinnacle Airline offer cheduled pa enger ervice to over 80 citie . In 2003, 
_5 Bombardier Canadian R gional Jet (' CRJ ) aircraft were leased to Pinnacle Airline , bringing the 
total numb r of CRJ aircraft in Pinnacle Airline operation to 76. All of the CRJ aircraft are lea ed 
fr m orthw t. orthwe t ha agreed to lea e an additional 53 CRJ to increa e Pinnacle Airline 
fl t to L9 RJ b December 31, 2005. 
4 
 As of September 30, 2003, Northwest had contributed 88.6% of the common stock of Pinnacle 
Airlines Corp., the holding company of Pinnacle Airlines, to the Company's pension plans in lieu of 
required cash contributions pursuant to an exemption granted by the U.S. Department of Labor 
("DOL''). On November 24, 2003, the Pinnacle Airlines Corp. shares held by the plans were sold in an 
initial public offering ("IPO"), with the proceeds being retained by the plans. The Company continues 
to hold the remaining 11.4% interest in Pinnacle Airlines Corp. At the time of the offering, the 
Company and Pinnacle Airlines agreed to extend the term of the airlines services agreement (''ASA") 
through December 2017 . 
. Mesaba. Mesaba offers scheduled passenger service to 112 cities. The Company owns 27.8% of 
the common stock of MAIR Holdings, Inc. ("MAIR"), the holding company of Mesaba. The Company 
also has approximately four million warrants to acquire additional MAIR common stock, of which 22% 
were in-the-money as of December 31, 2003. Mesaba operates a fleet of 99 regional jet and turbo-prop 
aircraft, which includes 35 AVRO RJ85 aircraft and 49 SAAB 340 aircraft leased or subleased from 
Northwest. 
See "Item 8. Consolidated Financial Statements and Supplementary Data, Note 13-Related Party 
Transactions" regarding the Company's transactions with Pinnacle Airlines and Mesaba. 
Cargo 
The Company is the largest cargo carrier among U.S. passenger airlines based on revenue and the 
only one to operate a dedicated freighter fleet. In 2003, cargo accounted for 7.9% of the Company's 
operating revenues, with approximately 77% of its cargo revenues resulting from cargo originating in or 
destined for Asia. Through its cargo hubs in Anchorage and Tokyo, the Company serves most major air 
freight markets between the U.S. and Asia with a fleet of 12 Boeing 747-200 freighter aircraft. In 
addition to revenues earned from the dedicated freighter fleet, the Company also generates cargo 
revenues in domestic and international markets through the use of excess cargo space on its passenger 
aircraft. 
Northwest is able to participate in the high yield, small package "express" business by providing 
airlift for cargo integrators in its extensive network across the Pacific. In 2001, the Company entered 
into a five-year capacity purchase agreement with DHL Worldwide Express ("DHL") for daily freighter 
service from DHL's U.S. hub operations in Cincinnati to various points in Asia. In 2000, Northwest and 
Japan Airlines entered into a cargo alliance under which Northwest and Japan Airlines codeshare on 
certain routes between the U.S. and Japan. 
Other Travel Related Activities 
MLT Inc. MLT Inc. ("MLT"), an indirect wholly owned subsidiary of NWA Corp., is among the 
largest vacation wholesale companies in the United States. MLT develops and markets Worry-Free 
Vacations that include air transportation, hotel accommodations and car rentals. In addition to its 
Worry-Free Vacations charter programs, MLT markets and supports Northwest's WorldVacations travel 
packages to destinations throughout the U.S., Canada, Mexico, the Caribbean, Europe and Asia, 
primarily on Northwest. These vacation programs, in addition to providing a competitive and quality 
tour product, increase the sale of Northwest services and promote and support new and existing 
Northwest destinations. In 2003, MLT had $451 million in revenues. 
Orbitz. Orbitz, Inc. ("Orbitz") allows travelers to purchase airline, hotel, car rental and other 
travel related services online. The Orbitz website provides a comprehensive selection of online airfares, 
including Internet-only fares and other travel information and customer features. On December 16, 
2003, Orbitz and its airline owners (Northwest, Continental, Delta, United and American Airlines, Inc. 
(''American")) sold approximately 12 million Orbitz shares through an initial public offering, which 
5 
 included 9.7% of orthwest' total holdings. The Company continues to hold approximately 12% of the 
out tanding hare repre enting a 17% voting interest in Orbitz. 
WORLDSPAN WORLDSPAN L.P. ("WorldSpan") operates and markets a global computer 
reservation and pa enger processing system ("CRS"). A CRS is used by travel agents, corporate 
account and Internet cu tamers to make airline, hotel, car and other travel reservations and to issue 
airline tickets. On June 30, 2003, the Company together with the other owners (American and Delta) 
sold WorldSpan to Travel Transaction Processing Corporation, an entity formed by Citigroup Venture 
Capital Equity Partners L.P. and Teachers' Merchant Bank. In the sale, the Company sold its 33.7% 
partnership interest in WorldSpan. Northwest has agreed to continue to purchase internal reservation 
services from WorldSpan. 
Frequent Flyer Program. Northwest operates a frequent flyer marketing program known as 
"WorldPerks", under which mileage credits are earned by flying on Northwest or its alliance partners 
and by using the services of participating credit card issuing banks, hotels, phone companies, car rental 
firms and other partners. Northwest sells mileage credits to the other companies participating in the 
program. WorldPerks is designed to retain and increase frequent traveler loyalty by offering incentives 
for their continued patronage. 
Under the WorldPerks program, miles earned are accumulated in an account for each member and 
do not expire. Mileage credits can be redeemed for free or upgraded travel on Northwest and other 
participating airlines or for other travel industry awards. WorldPerks is structured as a three-tier elite 
incentive and reward program. 
Regulation 
General. The Airline Deregulation Act of 1978, as amended, eliminated domestic economic 
regulation of passenger and freight air transportation in many regards. Nevertheless, the industry 
remain regulated in a number of areas. The DOT has jurisdiction over international route authorities 
and various consumer protection matters, such as advertising, denied boarding compensation and 
baggage liability. Northwest is subject to regulations of the DOT and the Federal Aviation 
Administration ("F~') because it holds certificates of public convenience and necessity, air carrier 
operating certificates and other authority granted by those agencies. The FAA regulates flight 
operations, including air space control and aircraft standards, maintenance, ground facilities, 
transportation of hazardous materials and other technical matters. The DOJ has jurisdiction over 
airline competition matters, including mergers and acquisitions, under the federal antitrust laws. The 
Transportation Security Administration ("TSA'') regulates airline and airport security. Other federal 
agencies have jurisdiction over postal operations, use of radio facilities by aircraft and certain other 
aspects of Northwest's operations. 
Intemational Se,vice. Northwest operates its international routes under route certificates and 
other authorities issued by the DOT. Many of Northwest's international route certificates are 
permanent and do not require renewal by the DOT. Certain other international route certificates and 
other authorities are temporary and subject to periodic renewal. Northwest requests renewals of these 
certificates and other authorities when and as appropriate. The DOT typically renews temporary 
authorities on routes when the authorized carrier is providing a reasonable level of ervice. With 
re pect to foreign air transportation, the DOT must approve agreements between air carriers including 
code haring agreements and may grant antitrust immunity for those agreements in ome situations. 
orthwe t' rights to operate to foreign countries, including Japan, China and other countries in 
Asia and Europe, are governed by aviation agreements between the U.S. and the re pective foreign 
countries. Many aviation agreements permit an unlimited number of carriers to operate between the 
U.S. and the relevant foreign country, while others limit the number of carriers and flight on a given 
6 
 international route. From time to time, the U.S. or its foreign country counterpart may seek to 
renegotiate or cancel an aviation agreement. In the event an aviation agreement is amended or 
canceled, such a change could adversely affect Northwest's ability to maintain or expand air service to 
the relevant foreign country. 
Operations to and from foreign countries are subject to the applicable laws and regulations of 
those countries. There are restrictions on the number and timing of operations at certain international 
airports served by Northwest, including Tokyo. Additionally, slots for international flights are subject to 
certain restrictions on use and transfer. 
Airport Security. The TSA regulate civil aviation security under the Aviation and Transportation 
Security Act (''Aviation Security Act '). This law federalized substantially all aspects of civil aviation 
security and requires, among other things, the implementation of certain security measures by airlines 
and airports, such as the requirement that all passenger bags be screened for explosives. Since the 
events of September 11, 2001, Congress has mandated, and the TSA ha implemented, numerous 
security procedures that have imposed and will continue to impo e additional compliance 
responsibilities and costs on airlines. Funding for airline and airport security under the law is provided 
in part by a $2.50 per segment passenger security fee, subject to a limit of $10 per roundtrip. However, 
the Company is responsible for costs in excess of this fee, which through September 2004 cannot 
exceed the Company's 2000 passenger security screening expense level. 
On April 16, 2003, the President signed into law the Emergency Wartime Supplemental 
Appropriations Act ("Wartime Act"). The Wartime Act included, among other items, a $2.30 billion 
cash reimbursement to U.S. airlines for security fees previously remitted to the TSA and $100 million 
for reimbursement of the costs of aircraft cockpit door reinforcement incurred since the 2001 terrorist 
attacks. The Company received $209 million for reimbursement of security fees in May 2003 which was 
recorded as other income, and $11 million for direct costs of cockpit door reinforcement, which was 
recorded as a reduction to the previously capitalized property account. Retention of these funds 
requires compliance with provisions in the Wartime Act, including certain limitations on executive 
compensation. The Wartime Act also suspended collection of security fees for the period from June 1, 
2003 through September 30, 2003, after which these fees were reinstated. 
Airport Access. Four of the nation's airports, Chicago O'Hare, New York (La Guardia and 
Kennedy International) and Washington, D.C. (Ronald Reagan National), have been designated by the 
FAA as "high density traffic airports", and the number of takeoffs and landings at such airports 
("slots") have been limited during certain peak demand time periods. Currently, the FAA permits the 
buying, selling, trading or leasing of these slots, subject to certain restrictions. Legislation passed in 
March 2000 resulted in the elimination of slot restrictions at Chicago O'Hare on July 1, 2002 and will 
do so at New York (LaGuardia and Kennedy International) on January 1, 2007. The Company believes 
these changes will not have a material adverse impact on its operations or operating results. 
Labor. The Railway Labor Act ("RLA'') governs the labor relations of employers and employees 
engaged in the airline industry. Comprehensive provisions are set forth in the RLA establishing the 
right of airline employees to organize and bargain collectively along craft or class lines and imposing a 
duty upon air carriers and their employees to exert every reasonable effort to make and maintain 
collective bargaining agreements. The RLA contains detailed procedures that must be exhausted before 
a lawful work stoppage may occur. Pursuant to the RLA, Northwest has collective bargaining 
agreements with seven domestic unions representing 11 separate employee groups. In addition, 
Northwest has agreements with four unions representing its employees in countries throughout Asia. 
These agreements are not subject to the RLA, although Northwest is subject to local labor laws. 
Noise Abatement. The Airport Noise and Capacity Act of 1990 (''ANCA'') recognizes the right of 
airport operators with special noise problems to implement local noise abatement procedures as long as 
7 
 such procedures do not interfere unreasonably with the interstate and foreign commerce of the national 
air transportation system. As a result of litigation and pressure from airport area residents, airport 
operators have taken local actions over the years to reduce aircraft noise. These actions include 
restrictions on night operations, restrictions on frequency of aircraft operations and various other 
procedure for noise abatement. While Northwest has sufficient operational and scheduling flexibility to 
accommodate current local noise restrictions, its operations could be adversely affected if locally 
imposed regulations become more restrictive or widespread. 
Under the direction of the International Civil Aviation Organization (''ICAO"), world 
governments, including the U.S., have under consideration creation of a more stringent aircraft noise 
certification standard than that contained in the ANCA. A new ICAO noise standard was adopted in 
2001 that established more stringent noise requirements for newly manufactured aircraft after 
January 1, 2006. As adopted, the new rule is not accompanied by a mandatory phase-out of in-service 
Chapter 3 aircraft, including certain aircraft operated by Northwest. FAA reauthorization legislation, 
known as "Vision 100-Century of Aviation Reauthorization Act" and signed into law by the President 
on December 12, 2003, requires the FAA, by April 1, 2005, to issue regulations implementing Chapter 
4 noise standards consistent with ICAO recommendations. The FAA has issued a proposed rule that 
would implement such standards. 
Safety. The FAA has jurisdiction over aircraft maintenance and operations, including equipment, 
dispatch communications, training, flight personnel and other matters affecting air safety. To ensure 
compliance with its regulations, the FAA requires all U.S. airlines to obtain operating, airworthiness 
and other certificates, which are subject to suspension or revocation for cause. 
Under FAA regulations, the Company has established, and the FAA has approved, a maintenance 
program for each type of aircraft operated by the Company. The program provides for the ongoing 
maintenance of the Company's aircraft, ranging from frequent routine inspections to major overhauls. 
The Company's aircraft require various levels of maintenance or "checks" and periodically undergo 
complete overhauls. Maintenance programs are monitored closely by the FAA, with FAA 
representatives routinely present at the Company's maintenance facilities. The FAA issues 
Airworthiness Directives (''.ADs"), which mandate changes to an air carrier's maintenance program. 
These ADs (which include requirements for structural modifications to certain aircraft) are issued to 
ensure that the nation's transport aircraft fleet remains airworthy. The Company is currently, and 
expects to remain, in compliance with all applicable requirements under all ADs and the FAA 
approved maintenance program for each fleet type. 
A combination of FAA and Occupational Safety and Health Administration regulations on both 
the federal and state levels apply to all of Northwest's ground-based operations in the United States. 
Environmental. The Company is subject to regulation under various environmental laws and 
regulations, including the Clean Air Act, the Clean Water Act and Comprehensive Environmental 
Response, Compensation and Liability Act of 1980. In addition, many state and local governments have 
adopted environmental laws and regulations to which the Company's operations are subject. 
Environmental laws and regulations are administered by numerous federal and state agencies. 
In February 1998, the Environmental Protection Agency ("EPA'') and the FAA signed a 
Memorandum of Agreement ("MOA'') to develop a voluntary process with the airline industry to 
reduce aircraft engine emissions. The MOA includes a proposal for a voluntary engine retrofit program 
to reduce such emissions. As a result of the MOA, air carriers, the EPA, the FAA and local and state 
regulators have had discussions regarding the scope and content of a voluntary emissions reduction 
program. To date these discussions have not resulted in an agreed upon program. 
8 
 Northwest, along with other airlines has been identified as a potentially re ponsible party at 
various environmental ites. Management believes that Northwest's hare of liability for the cost of the 
remediation of these sites, if any, will not have a material adverse effect on the Company' financial 
statements. 
Civil Reserve Air Fleet Program. Northwe t renewed it participation in the Civil Re erve Air Fleet 
Program ("CRAP"), pur uant to which Northwest has agreed to make available during the period 
beginning October 1, 2003 and ending September 30, 2004, 28 Boeing 747-200/400 pa enger aircraft, 
21 DCl0-30 passenger aircraft, five Airbus A330-300 pas enger aircraft and 12 Boeing 747-200 freighter 
aircraft for use by the U.S. military under certain stage of readines related to national emergencie . 
The program is a standby arrangement that allows the U.S. Departm nt of Defen e Air Mobility 
Command, headquartered at Scott Air Force Ba e in Illinoi , to call on ome or all of the e 
66 contractually committed Northwe t aircraft and their crew to supplement military airlift capabilitie . 
On February 8, 2003, the U.S. Secretary of Defen e authorized a 'Stage 1" mobilization of the 
Civil Reserve Air Fleet, the lowe t activation level. A a re ult of that activation, Northwe t made 
available four Boeing 747-200 pa senger aircraft for u e by the military. No Northwe t cargo aircraft 
were u ed during the activation. The Stage 1 activation wa formally terminated on June 17, 2003. 
Risk Factors Related to Northwest and the Airline Industry 
The airline industry is intensely competitive. 
The airline industry is intensely competitive. Our competitors include other major dome tic airline 
as well as foreign, regional and new entrant airline , some of which have more financial re ources or 
lower cost structures than ours. In most of our markets we compete with at least one of these carrier . 
Our revenues are ensitive to numerous factors, and the action of other carriers in the area of 
pricing, scheduling and promotions can have a substantial adverse impact on overall industry revenue . 
Such factors may become even more significant in period when the indu try experiences large losses 
as airlines under financial stress, or in bankruptcy, may in titute pricing structures intended to achieve 
near-term survival rather than long-term viability. 
Industry revenues have declined significantly and we continue to experience significant operating losses. 
Since 2001, the U.S. airline industry overall has suffered a sub tantial reduction in revenues, both 
on an absolute basis and relative to historical trend . Our annual operating revenue has declined in 
each of the last three years and our 2003 operating revenue was over $1.7 billion le s than it was in 
2000. As a result, we have incurred significant operating losse , and absent unu ual items, our pre-tax 
losses over that period have totaled nearly $2.2 billion. We do not anticipate that the revenue 
environment for us will materially improve in 2004. Due to the discretionary nature of bu ine s and 
personal travel spending, U.S. airline revenues are heavily influenced by the strength of the U.S. 
economy, other regional world economies and corporate profitability. The revenue decline has been 
due in part to the U.S. economic cycle. However, permanent structural differences in the industry 
revenue environment have also taken place. These differences are the result of a number of factors. 
The rapid growth of low co t airline has had a profound impact on industry revenues. Using the 
advantage of low unit costs, driven in large part by lower labor co ts, these carriers are able to operate 
profitably while offering substantially lower fares. By targeting such fares at bu iness passengers in 
particular, these carriers are shifting demand away from the larger, more e tablished airlines. These low 
cost carriers now transport more than 25% of all domestic U.S. pa engers, compared to les than 10% 
a decade ago. They now compete for, and thus influence indu try pricing on, approximately 75% of all 
domestic U.S. passenger ticket sales, versu !es than 20% a decade ago. Moreover, a a re ult of their 
better financial performance, low cost carrier have the re ource necessary to continue to increase 
their market share. Industry revenue could be reduced ubstantially in the event one or more large 
9 
 network carriers decides it is a better long-term strategy to adopt a broad pricing structure similar to 
those employed by low cost carriers rather than give up additional market share. 
Internet travel Web sites have driven significant distribution cost savings for airlines, but have also 
allowed consumers to become more efficient at finding lower fare alternatives than in the past by 
providing them with more powerful pricing information. The increased price consciousness of both 
business and leisure travelers, as well as the growth in new distribution channels, has further motivated 
airlines to price aggressively to gain fare and market share advantages. These factors will increase over 
time as Internet ticket sales increase. 
Airlines are among the most heavily taxed of all U.S. companies. Taxes and fees can add up to 
approximately 25% of what a passenger pays for an average roundtrip domestic airline ticket, a 
percentage even greater than that for alcohol and tobacco products. These taxes and fees have grown 
significantly in the past decade. We believe that every dollar of tax or fee increase imposed on airline 
passengers roughly translates into a dollar of reduced airline revenue. 
The attacks of September 11, 2001 materially impacted air travel and, with concerns about further 
terrorist attacks unlikely to abate any time soon, continue to have a negative effect on travel demand. 
Additionally, security procedures introduced at airports since the attacks have increased the 
inconvenience of flying, both in reality and in perception, and thus have further reduced demand. 
Global events further exacerbated the decline in airline industry revenue in 2003. The war in Iraq 
and its aftermath and the outbreak of Severe Acute Respiratory Syndrome ("SARS") have materially 
affected airline bookings and continue to negatively impact air travel, particularly on international 
routes. Another outbreak of SARS or other influenza-type illness, if it were to persist for an extended 
period, could materially affect the airline industry by reducing revenues and impacting travel behavior, 
especially on routes to and from certain Asian destinations. 
Due to industry seasonality, operating results for any interim periods are not necessarily indicative of 
those for the entire year. 
The airline industry is seasonal in nature. Due to seasonal fluctuations, our operating results for 
any interim period are not necessarily indicative of those for the entire year. Our second and third 
quarter operating results have historically been more favorable due to increased leisure travel on 
domestic and international routes during the summer months. 
Airline bankruptcies could adversely affect the industry. 
Since September 11, 2001 several air carriers have sought to reorganize under Chapter 11 of the 
United States Bankruptcy Code, including United Airlines, Inc., the second largest domestic air carrier. 
Successful completion of such reorganizations could present us with competitors having reduced levels 
of indebtedness and significantly lower operating costs derived from labor, supply and financing 
contracts that were renegotiated under the protections of the Bankruptcy Code. In addition, air carriers 
involved in reorganizations historically have undertaken substantial fare discounting in order to 
maintain cash flows and to enhance continued customer loyalty. Such fare discounting could further 
lower yields for all carriers. 
Attempts to reduce labor costs may not be successful. 
Labor has always been a critical issue for major airlines. Most major airlines are heavily unionized, 
and we are no exception, with more than 90% of our employees represented by unions. Many older 
airlines, including us, conducted contract negotiations with the unions over several decades in a 
regulated airline environment in which there was little competition and costs were passed through to 
passengers. This has resulted in wage scales that are significantly higher, productivity that is much 
lower, and defined benefit retirement plans that are much more generous than those found at low cost 
10 
 carriers. In addition, over time, airline unions have negotiated restrictive scope clauses that can severely 
limit an airline's ability to pursue market-driven adjustments. 
The rapid growth of low cost carriers in recent years has made labor an even bigger issue for older 
airlines. Less encumbered by legacy collective bargaining agreements and more able to establish costs 
based on market factors, the low cost carriers have unit labor costs that are up to 50% below those for 
older, pre-deregulation airlines. Given that labor is our largest cost by a wide margin, representing 
roughly 40% of total operating expenses, a labor advantage of up to 50% translates to a significant 
overall cost advantage. This is particularly powerful in a business where the product is largely viewed as 
a commodity and pricing information has rapidly become tran parent to customers via the Internet. 
Low cost carriers have used their cost advantage to offer significantly lower unrestricted fares than 
older airlines, thus shifting a considerable share of lucrative business passengers to their flights. The 
combination of lower costs and an increasing mix of business passengers allows low cost carriers to be 
profitable and thrive at the same time that older, pre-deregulation airlines suffer financially. Moreover, 
the current cost advantage of low cost carriers is not likely to be diminished by a large growth in their 
costs. Having seen the failures of new entrant airlines from the past, they have been diligent in keeping 
their labor costs contained. New entrant airlines have an abundant supply of qualified employees 
available at significantly lower wages and benefits and with less stringent work rules than us. 
The labor cost disparity versus low cost carriers forced US Airways, United Airlines and American 
Airlines to restructure their labor costs through negotiations with their unions in the past year. The 
successful lowering of labor costs at these airlines has placed even more pressure on us. Not only do 
low cost carriers have labor cost advantages compared to us, most of our largest competitors now do as 
well. We have been in discussions with our labor groups over the past year, eeking to obtain 
competitive wage scales, work rules and benefit plans. The experiences of US Airways, United Airlines 
and American Airlines demonstrate that, despite widespread recognition that a fundamental cost 
problem exists and thousands of jobs are threatened, achieving negotiated labor cost reductions is 
difficult and can come with high risk. US Airways and United Airlines were only able to achieve labor 
cost savings through bankruptcy reorganizations. Accordingly, we cannot predict the outcome of our 
labor negotiations at this time. 
As of December 31, 2003, we had approximately 39,100 full-time equivalent employees, of whom 
approximately 2,100 were foreign nationals working primarily in Asia. Collective bargaining agreements 
provide standards for wages, hours of work, working conditions, settlement of disputes and other 
matters. The major agreements with domestic employees became amendable or will become amendable 
as follows: 
Approximate 
Number of 
Full-time Equivalent Amendable 
Employee Group Employees Covered Union Date 
Pilots 5,100 Air Line Pilots Association, 9/13/03 
International (''ALPA'') 
Agents and Clerks 8,800 International Association of 2/25/03 
Machinists & Aerospace Workers 
("IAM") 
Equipment Service Employees and 6,000 International Association of 2/25/03 
Stock Clerks Machinists & Aerospace Workers 
("IAM') 
Flight Attendants 8,500 Professional Flight Attendants 5/30/05 
Association ("PFAA'') 
Mechanics and Related Employees 5,700 Aircraft Mechanics Fraternal 5/11/05 
Association ('MFA'') 
11 
 On July 23, 2003, we commenced negotiations with the ALPA on a new contract. We have also 
entered into mediation with the IAM under the supervision of the National Mediation Board as we 
seek agreement on a new contract. 
Changes in govermnent regulations could increase our operating costs and limit our ability to conduct 
our business. 
Airlines are subject to extensive regulatory requirements in the U.S. and internationally. In the last 
several years, Congress has passed laws, and the FAA has issued a number of maintenance directives 
and other operating regulations, that impose substantial costs on airlines. Additional laws, regulations, 
taxes and airport charges have been proposed from time to time that could significantly increase the 
cost of airline operations or reduce revenues. Congress and the DOT have also proposed regulating 
airlines' responses to their competitors' activities. The ability of U.S. carriers to operate international 
routes is subject to change because the applicable arrangements between the U.S. and foreign 
governments may be amended from time to time, or because appropriate slots or facilities may not be 
available. We cannot give assurance that laws or regulations enacted in the future will not adversely 
affect the industry. 
We are vulnerable to increases in aircraft fuel costs. 
Because fuel costs are a significant portion of our operating costs (14.5% for 2003), substantial 
changes in fuel costs would materially affect our operating results. Fuel prices continue to be 
susceptible to, among other factors, political unrest in various parts of the world, Organization of 
Petroleum Exporting Countries ("OPEC") policy, the rapid growth of economies such as China, the 
levels of inventory carried by industries, the amounts of reserves built by governments, disruptions to 
production and refining facilities and weather. These and other factors that affect the global supply and 
demand for aircraft fuel may affect our financial performance, which can be highly sensitive to fuel 
prices. A one-cent change in the cost of a gallon of fuel (based on 2003 consumption) would impact 
operating expenses by approximately $1.5 million per month. Changes in fuel prices may have a greater 
impact on us than some of our competitors because of the composition of our fleet. From time to time, 
we hedge some of our future fuel purchases to protect against potential spikes in price. However, these 
hedging strategies may not always be effective. 
Our insurance costs have increased substantially and further increases could harm our business. 
Following September 11, 2001, aviation insurers significantly increased airline insurance premiums 
and reduced the maximum amount of coverage available to airlines for certain types of claims. Our 
total aviation and property insurance expenses were $66 million higher in 2003 than in 2000. As a 
result of the Air Transportation Safety and System Stabilization Act (''Airline Stabilization Act"), the 
U.S. Homeland Security Act and the U.S. Emergency Wartime Supplemental Appropriations Act, the 
U.S. federal government assumes most war risk coverage. However, this coverage is scheduled to expire 
on August 31, 2004. While the government may again extend the deadline for providing excess war risk 
coverage, there is no assurance that any extension will occur, or if it does, how long the extension will 
last. Should the government stop providing excess war risk coverage to the airline industry, it is 
expected that the premiums charged by aviation insurers for this coverage would be substantially higher 
than the premiums currently charged by the government. Aviation insurers could further increase 
insurance premiums in the event of a new terrorist attack or other events adversely affecting the airline 
industry. Significant increases in insurance premiums could negatively impact our financial condition 
and results of operations. 
Our indebtedness and other obligations, including pension funding liabilities, are substantial. 
We have substantial levels of indebtedness. As of December 31, 2003, we had long-term debt and 
capital lease obligations, including current maturities of $8.29 billion. Of this indebtedness, 44% bears 
interest at floating rates. The amount of long-term debt that matures in 2004 i $668 million. 
12 
 Additionally, $1.49 billion mature in 2005, $781 million in 2006, $732 million in 2007 and $515 million 
in 2008. A of December 31, 2003, the principal portion of future minimum lea e payment under 
capital leases was $64 million for 2004, $40 million for 2005, $29 million for 2006, $33 million for 2007 
and $28 million for 2008. The e level of indebtedness do not include the obligation to redeem 
$236 million of convertible preferred tock. We al o have ignificant obligation related to operating 
leases that do not appear on the con olidated balanc h et . See Item 8. Con olidated Financial 
Statements and Supplementary Data, ote 4-Lea e '. The amount of our ind btedn could limit 
our ability to obtain additional financing or adver ly aff ct our future financing co t either of which 
could negatively affect our ability to operate our bu ine or make future capital e 'penditure . Our 
ability to ervice our indebtedne and obligation could be adv r ely aff cted by many factor 
including general economic condition and oth r factor beyond our control. 
We also have noncontributory pen ion plan covering our pilot other contract mployee and 
salaried employees. Funding obligations under these plan are governed by the Employ Retirement 
Income Security Act of 1974, as amended ("ERISA''). As of December 31, 2003, our pen ion plan 
were underfunded by $3.75 billion, a calculat d in accordance with SPAS o. 87, Employers' 
Accounting for Pensions. Absent a et returns exc ding plan a umption , we will hav to ati fy th 
underfunded amounts of the plans through ca h contribution over time. The timing and amount of 
funding requirement depend upon a number of factor , including intere t rate a et return potential 
changes in pension legi lation, our decision to make voluntary prepayment , application for and receipt 
of waivers to reschedule contributions and changes to pension plan benefit . 
In 2003, we recorded expenses for our qualified pen ion plan of approximately 491 million 
including $58 million related to a curtailment charge in the contract plan due to workfare r duction . 
We anticipate 2004 expenses for these plans will not differ materially from the amount of such expen e 
incurred in 2003, excluding the curtailment charge. 
Our calendar year 2004 cash pension contribution are dependent on everal factor . On 
December 23, 2003, we asked the Internal Revenue Service ("IRS") for permi sion to re chedule ome 
of our plan year 2004 pension contributions, which includes amount due in both 2004 and 2005, for 
the contract and salaried employees' pension plans. Separately, the U.S. Congre ha under 
consideration certain legislative relief that could reduce 2004 contribution by increa ing the di count 
rate used to determine funding, changing the current requirement for deficit reduction contribution , 
or both. Prior legislation increased the di count rate u ed by companies to determine funding 
requirements for the past two years. On that ba is, expected contributions to our qualified pen ion 
plans in 2004 approximates $350 million. However, approval of our application to re chedule 
contributions and/or additional legi lative relief could reduce our pension funding requirement for 
these plans to between $100 million and $350 million for the year. Should our reque t to re chedule 
contribution not be approved by the IRS and Congress provide no legi lative relief, our qualified plan 
funding obligations in calendar year 2004 would approximate $515 million. See "Item 7. Management's 
Discussion and Analysis of Financial Condition and Re ults of Operations-Pension Funding 
Obligations", for further discussion of our pen ion obligations. 
We operate in a capital-intensive industry. Periodically we are r quired to make significant capital 
expenditures for new aircraft, related equipment and facilities. There can be no assurance that 
sufficient financing will be available for all aircraft and other capital expenditure . 
We are exposed to foreign currency exchange rate fluctuations. 
We conduct a significant portion of our operation in foreign location . A a re ult, w have 
operating revenues and, to a le ser extent, operating xpen es, a well a a et and liabilitie , 
denominated in foreign currencie , principally the Japane e y n. Fluctuation in foreign currencie can 
significantly affect our operating p rformance and the valu of our a et and liabilitie located outsid 
13 
 of the United States. From time to time, we use financial instruments to hedge our exposure to the 
Japanese yen. However, these hedging strategies may not always be effective. 
Forward-Looking Statements 
Certain of the statements made in "Item 1. Business", "Item 7. Management's Discussion and 
Analysis of Financial Condition and Results of Operations" and elsewhere in this annual report are 
forward-looking and are based upon information available to the Company on the date hereof. The 
Company, through its management, may also from time to time make oral forward-looking statements. 
In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, 
the Company is hereby identifying important factors that could cause actual results to differ materially 
from those contained in any forward-looking statement made by or on behalf of the Company. Any 
such statement is qualified by reference to the following cautionary statements. 
The Company believes that the material risks and uncertainties that could affect the outlook of an 
airline operating in the global economy incluJe, among others, the future level of air travel demand, 
the Company's future passenger traffic and yields, the airline pricing environment, increased costs for 
security, the cost and availability of aviation insurance coverage and war risk coverage, the general 
economic condition of the United States and other regions of the world, the price and availability of jet 
fuel, the aftermath of the war in Iraq, the possibility of additional terrorist attacks or the fear of such 
attacks, concerns about SARS or other influenza or contagious illnesses, labor negotiations both at 
other carriers and the Company, low cost carrier expansion, capacity decisions of other carriers, actions 
of the U.S. and foreign governments, foreign currency exchange rate fluctuation, inflation and other 
factors discussed herein. Additional information with respect to these factors and other events that 
could cause differences between forward-looking statements and future actual results is contained in 
"Risk Factors Related to Northwest and the Airline Industry" above. 
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 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. All subsequent written or oral forward- 
looking statements attributable to the Company, or persons acting on behalf of the Company, are 
expressly qualified in their entirety by the factors described above. 
14 
 Item 2. PROPERTIES 
Flight Equipment 
As shown in the following table, Northwest operated a fleet of 430 aircraft at December 31, 2003 
consisting of 368 narrow-body and 62 wide-body aircraft. Northwest's purchase commitments for 
aircraft as of December 31, 2003 are also provided. 
Aircraft Type 
Passenger Aircraft 
Airbus: 
Seating 
Capacity 
A319 . . . . . . . . . . . . . . . . . . . . . . 124 
A320 . . . . . . . . . . . . . . . . . . . . . . 148 
A330-200 . . . . . . . . . . . . . . . . . . . 243 
A330-300 . . . . . . . . . . . . . . . . . . . 298 
Boeing: 
757-200 
757-300 
747-200 
747-400 
McDonnell Douglas: 
180-184 
224 
353-430 
403 
DC9 ...................... . 78-125 
DClO...................... 273 
Freighter Aircraft 
Boeing 747F ................ . 
Owned 
58 
43 
5 
23 
16 
12 
4 
152 
14 
327 
5 
Temporarily 
Capital Operating Not in 
Lease Lease Service 
4 
14 
18 
12 
31 
19 
5 
12 
13 
10 
102 
- - - - 
(4) 
(4) 
(10) 
(9) 
_Q) 
(29) 
In Service 
Average 
Age 
Total (Years) 
70 2.1 
74 9.1 
5 0.3 
52 12.2 
16 0.8 
7 21.9 
16 10.1 
156 33.0 
22 24.8 
418 
12 21.9 
Aircraft 
on 
Firm 
Order 
7 
6 
10 
9 
32 
Total Northwest Operated Aircraft .. 
Regional Aircraft 
332 18 
7 
109 (29) 430 18.0(1) 32(2) 
AVRO RJ85 ................ . 
CRJ-200/440 ................ . 
SAAB 340 ................. . 
Total Airlink Operated Aircraft .... . 
Total Aircraft ....... ...... .... . 
69 
44-50 
30-34 
10 
10 
342 18 
25 
76 
49 
150 
259 
(3) 32 5.2 
76 1.7 
49(4) 6.1 
(3) 157 
(32) 587(5) 
(1) Excluding DC9 aircraft, the average age of Northwest-operated aircraft is 9.5 years. 
(2) Financing commitments available for use by the Company are in place for all of these aircraft. 
53(3) 
53 
85 
(3) These aircraft will be leased or subleased to and operated by Pinnacle Airlines. The Company has 
the option to finance these aircraft through long-term operating lease commitments from the 
manufacturer; if the manufacturer chooses not to provide financing, the Company is not required 
to take delivery of the aircraft. 
( 4) Excludes aircraft directly leased by Mesaba from third party lessors. 
( 5) Excludes aircraft leased to charter carriers. 
The Company's DC9 aircraft have considerable remaining technological life, based upon the cycle 
life (capacity for number of landings) expected by the manufacturer and other factors. The Company 
also believes that these aircraft have significant economic value given the Company's route network, 
15 
 majntenance program and the lack of a comm rcially successful new 100-seat aircraft at this time. The 
Company timate that it DC9 aircraft could fly on average more than nine additional years beyond 
2003 ba ed upon the manufacturer' expected cycle life for such aircraft and the projected annual 
utilization by orthwest. 
See ' Item . Con olidated Financial Statements and Supplementary Data, Note 4-Leases" and 
" ote 10-Commitments' for further information related to the Company s ajrcraft leases and 
commitments. 
Airport Facilities 
orthwe t leases the majority of its airport facjlities. The lease term cover periods up to 30 years 
and contain provisions for periodic adjustment of lease payments. At most airports that it serves 
orthwest has entered into use agreements that provide for the non-exclusive use of runways, taxiways 
and other facilities. Landing fees under these agreements normally are based on the number of 
landings and weight of the aircraft. 
In certain case , the Company has constructed a facility on leased land which reverts to the lessor 
upon expiration of the lease. These facilities include cargo buildings in Boston, Los Angeles, New York 
(JFK), Seattle and Honolulu; support buildings at the Minneapolis/St. Paul International Airport; a line 
maintenance hangar in Seattle; and a two-bay DClO hangar in Detroit. 
The Company was responsible for managing and supervising the design and construction of the 
$1.2 billion passenger terminal at Detroit Metropolitan Wayne County Airport that was completed in 
February 2002. The new terminal offers 97 gates, 106 ticket-counter positions, 22 security check points, 
nearly 85 shops and restaurants, four WorldClubs, an 11,500-space parking facility, covered curbside 
drop-off areas and 18 luggage carousels. The terminal also offers international-to-domestic connections 
within the ame facility. A new hotel in the terminal was completed in December 2002, and a two-bay 
747 hangar was completed in October 2003. 
In late 2003, an additional $175 million expansion began on Detroit Metropolitan Wayne County 
Airport's west concourse. The Company is responsible for managing and supervising the design and 
construction of thi new expansion project. The project includes additional narrow-body and regional 
gates on Concourses B and C, related apron expansion including hydrant fueling, loading bridges and 
gate systems and additional moving walkways. 
Minneapolis/St. Paul International Airport i undergoing a $2.7 billion construction program that 
began in 1998. The major components completed include a 50% increase in vehicle parking as well as 
an additional 15 mainline jet gates and 30 commuter gates. A new north/south runway, automated 
people movers and improvement of existing runways are cheduled to be completed in phases through 
2010. 
The Memphis-Shelby County Airport Authority has undertaken a $400 million airport renovation 
and expansion project. The airfield portion of the program provides nearly $300 million in airfield 
impro ements, including a new 13,000-foot runway, which opened in late 2000. The majority of the 
$60 million terminal renovation was completed in 2000, including the redesign of eight gates to 
accommodate Northwest regional jet service, 15 additional regional jet gates, a new WorldClub and 11 
nev ticket counter positions. This program also includes $40 million in future vehicle parking expansion 
and roadwork modification . 
Other Property and Equipment 
orthwe t's primary offices are located at or near the Minneapolis/St. Paul International Airport. 
The Company own a 160-acre site ea t of the airport where the Company's corporate office are 
located. Additional owned building include re ervations center in Baltimore, Tampa and Chisholm, 
16 
 Minnesota, and a data processing center in Eagan, Minnesota. The Company owns property in Tokyo, 
including a 1.3-acre site in downtown Tokyo and a 33-acre land parcel, 512-room hotel and flight 
kitchen located near Tokyo's Narita International Airport. 
The Company leases reservations centers in or near Minneapolis/St. Paul and Seattle. Maintenance 
bases under operating leases are located in Minneapolis/St. Paul and Duluth, Minnesota. As of 
December 31, 2003, the Company operated 26 city ticket offices in North America. One of these city 
ticket offices was subsequently closed in January 2004 and the Company announced in February 2004 
that i~ will be closing all of its remaining North America city ticket offices by March 2004. 
In 2003, the Company closed its Detroit area reservations center and city ticket offices located in 
Livonia, Michigan. The Company owns the building and land formerly used as the reservations center 
and has entered into a purchase agreement to sell the property. The prospective buyer can terminate 
the agreement before the end of the inspection period. Call center activity performed at the Detroit 
facility was transferred to the Company's facilities in Baltimore, Chisholm, Minneapolis, Seattle and 
Tampa. 
Item 3. LEGAL PROCEEDINGS 
Chase v. Northwest Airlines and Airline Reporting Corporation (U.S. D.C. Eastern District of 
Michigan, Civ. Action No. 96-74711). Northwest is a defendant in an antitrust class action filed in 
U.S. District Court for the Eastern District of Michigan in October 1996. The action purports to be 
brought on behalf of a class defined as all persons who purchased tickets on certain routes into 
Northwest's hubs at Detroit, Minneapolis/St. Paul and Memphis from October 11, 1992 to the present. 
The complaint alleges that Northwest's imposition of restrictions prohibiting the sale of "hidden city" 
tickets constitutes monopolization in violation of the Sherman Act. The complaint seeks injunctive 
relief, unspecified damages for the class, and costs and attorneys' fees. The attorneys for the plaintiff in 
Chase have also filed three additional class actions in the same court against other airlines and 
Northwest with parallel allegations similar to those in Chase, including allegations that the defendant 
airlines conspired to deter hidden city ticketing. These cases are: Keystone Business Machines, Inc. v. 
US. Airways and Northwest Airlines (U.S. D.C. Eastern District of Michigan, Civ. Action No. 99-72474), 
BLT Contracting, Inc. v. US. Airways, N01thwest Airlines and the Airline Reporting Corporation (U.S. D.C. 
Eastern District of Michigan, Civ. Action No. 99-72988) and Volk and Nitrogenous Industries Corp. v. 
US. Airways, Northwest Airlines, Delta Air Lines, and the Airline Reporting Corporation (U.S. D.C. 
Eastern District of Michigan, Civ. Action No. 99-72987). All have been assigned to the Judge in the 
Chase case. Northwest believes these cases are without merit and intends to defend against them. In 
November 2000, the plaintiffs filed their class certification motion and defendants filed their summary 
judgment motion. On May 16, 2002, the Court entered an Order granting plaintiffs' motion for class 
certification and denying defendants' motion for summary judgment. The Court has not yet set a trial 
date. 
Midwestern Machinery Co., Inc. v. Northwest Airlines, Inc. (U.S. D.C. District of Minnesota, Civ. 
Action No. 97-1438). In June 1997, Midwestern Machinery Co. and several individuals filed an antitrust 
class action against Northwest in the U.S. District Court for Minnesota. The complaint alleges that 
Northwest's acquisition of Republic Airlines in 1986 resulted in a substantial reduction in competition 
in violation of Section 7 of the Clayton Act. Northwest believes the lawsuit to be without merit and 
intends to defend against the claim. In February 2001, the Court granted the plaintiff's motion for class 
certification. On February 5, 2003, the Court entered an Order granting Northwest's motion for 
summary judgment and dismissing the case. The plaintiff's appeal of the Court's Order granting 
summary judgment is pending. 
Hall v. United Air Lines, et al. (U.S. D.C. Eastern District of North Carolina, Civ. Action No. 7-00 
CV-123-BR(l)). In October 1999, a purported class action was filed in State Court in North Carolina 
17 
 by a orth Carolina travel agent, on behalf of herself and similarly situated North Carolina travel 
ag nts, challenging actions by most major airlines, including Northwest, to reduce travel agent base 
commis ion from 8 percent to 5 percent and alleging several state law theories of liability, including 
con piracy. In June 2000, the plaintiff filed a voluntary dismissal and then filed a new case in federal 
court. The new case is a class action now on behalf of a nation-wide class of travel agents, alleging an 
unlawful agreement among airline to reduce commissions in violation of the Sherman Act, and is 
based on the same factual allegations. On November 13, 2001, the court granted the plaintiffs' motion 
to amend the complaint to include allegation that other commission reductions in 1997 and 1998 were 
the result of unlawful agreements among the airline defendants in violation of the Sherman Act. The 
complaint was subsequently amended again to allege that commission reductions in March 2002 were 
also the result of an unlawful agreement among the airline defendants. Northwest believes the case to 
be without merit and intends to defend against the claim. On September 17, 2002, the Court entered 
an Order granting plaintiffs' motion for class certification. On October 30, 2003, the Court granted the 
Defendants' motion for summary judgment. The plaintiffs' appeal of the Court's Order granting 
summary judgment is pending. 
McCoy-Johnson v. N011hwest Airlines (U.S. D.C. Western District of Tennessee, Civ. Action 
o. 2-99-CV-2994GV). In November 1999, a purported class action was filed against Northwest by a 
orthwest passenger in federal court alleging violations of Section 2 of the Sherman Act. The plaintiff 
alleges that orthwest has monopolized or attempted to monopolize air transportation on certain 
routes into and out of its three domestic hubs through a variety of exclusionary practices. The plaintiff 
purports to sue on behalf of all similarly situated passengers who purchased tickets on Northwest for 
travel on certain routes into or out of its three hubs since at least as early as April 1995. In 
March 2001, a second case, Rodney v. Nmthwest Airlines (U.S. D.C. Western District of Tennessee, Civ. 
Action No. 01-2167GV), was filed in the same court as a related case by the same counsel. The 
allegations in the Rodney case are substantially the same as those in the McCoy-Johnson case. In 
July 2001, the lawyers representing the plaintiffs in McCoy-Johnson and Rodneyfiled another companion 
lawsuit Sax v. No11hwest (U.S.D.C Western District of Tennessee, Civ. Action No. 01-2582GV). The 
allegations in the Sax case are substantially the same as those in the McCoy-Johnson and Rodney cases. 
orthwest believes these cases to be without merit and intends to defend against the claims. The 
plaintiffs' motion for class certification is pending. 
Spirit Airlines v. Nonhwest Airlines (U.S. D.C. Eastern District of Michigan, Civ. Action 
No. 00-71535). In March 2000, Spirit Airlines filed a Sherman Act monopolization complaint against 
Northwest in the U.S. District Court for the Eastern District of Michigan alleging that Northwest had 
monopolized, or attempted to monopolize, air transportation service between Detroit and Philadelphia 
and between Detroit and Boston in 1996 by engaging in predatory pricing and other actions to exclude 
Spirit from those markets. Northwest believes the case to be without merit and intends to defend 
against the claim. On March 31 2003, the Court granted Northwest's motion for summary judgment. 
Spirit's appeal of the Court's Order granting summary judgment is pending. 
Force Majeure Arbitrations. Each of Northwest's collective bargaining agreements with its unions 
contain "force majeure ' provisions, which provide that certain job protections, including layoff 
protections, are nullified in the event of a "force majeure". A "force majeure" is generally defined as 
the occurrence of certain events over which Northwest does not have control. Northwest has invoked 
the force majeure' provisions of its collective bargaining agreements in laying off employees in 
re ponse to three events: the terrorist attacks of September 11, 2001, the outbreak of war in Iraq in 
March 2003 and the SARS epidemic in 2003. Each of the IAM, International Brotherhood of 
Team ters Chauffeur , Warehousemen & Helpers of America ("IBT") (which was recently decertified 
following a repre entation election in favor of the PFAA), ALPA and AMFA have filed one or more 
grievance over the invocation of the force majeure provisions on some or all of these occa ions. These 
di pute are ubject to arbitration and are in various stages of the grievance/arbitration process 
18 
 provided for in the respective collective bargaining agreements. An arbitrator has denied both the IBT/ 
PFAA and AMFA grievances with respect to the Company's invocation of "force majeure" in 
connection with the terrorist attacks of September 11, 2001. An adverse decision in any of the 
remaining grievances could result in substantial damages against the Company. The Company is 
vigorously defending these grievances. Although the ultimate outcome of these matters cannot be 
predicted with certainty, management believes it properly applied the terms of the various collective 
bargaining agreements and that the resolution of these matters will not have a material adverse effect 
on the Company's consolidated financial statements taken as a whole. 
Series C Preferred Stock Litigation. In June 2003, the IBT and certain related parties commenced 
litigation against Northwest Airlines Corporation in New York state court, International Brotherhood of 
Teamsters, Local 2000 et al. v. Northwest Airlines Corporation (New York Sup. Ct., Case No. 601742/03). 
In August 2003, the IAM and a related party also commenced litigation against Northwest Airlines 
Corporation in New York state court, International Association of Machinists and Aerospace Workers et 
al. v. Northwest Airlines Corporation (New York Sup. Ct., Case No. 602476/03). Both lawsuits challenge 
the Company's decision not to purchase its Series C Preferred Stock during 2003 and seek to compel 
the Company to repurchase the Series C Preferred Stock that had been put to the Company. The 
Company announced on August 1, 2003, that the Board of Directors had determined that the Company 
could not legally repurchase the outstanding Series C Preferred Stock at that time because the Board 
was unable to determine that the Company had adequate surplus to repurchase the outstanding 
Series C Preferred Stock. The Company believes that the lawsuits are without merit. Discovery has 
commenced. A court decision that adequate statutory surplus is available for a stock repurchase at this 
time could result in the Company having to repurchase without deferral the outstanding Series C 
Preferred Stock (approximately $236 million as of December 31, 2003). 
In addition, in the ordinary course of its business, the Company is party to various other legal 
actions which the Company believes are incidental to the operation of its business. The Company 
believes that the outcome of the proceedings to which it is currently a party (including those described 
above) will not have a material adverse effect on the Company's consolidated financial statements 
taken as a whole. 
19 
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 
o matter were ubmitted to a vote of the Company' security holders during the fourth quarter 
of 2003. 
MANAGEMENT 
Executive Officers of the Registrant 
Richard H. Anderson, age 48 ha erved as Chief Executive Officer of NWA Corp. and Northwe t 
ince April 2001 and wa elected a director of both companies in September 2001. He has erved in a 
number of executive po ition ince JOmmg orthwest in 1990, including Executive Vice President and 
Chief Operating Officer from December 1998 to April 2001, Executive Vice President-Technical 
Operation and Airport Affairs from April 1998 to December 1998 and Senior Vice President-Technical 
Operation and Airport Affairs from January 1997 to April 1998. From 1994 to 1996, he served as 
Senior Vice President-Labor Relation , State Affairs and Law, and from 1990 to 1994 he served as Vice 
Pre ident-Deputy General Counsel. Prior to joining Northwe t, Mr. Anderson was Staff Vice President 
and Deputy General Counsel of Continental Airline . Mr. Anderson serves on the board of directors of 
Medtronic, Inc. 
Douglas M. Steenland, age 52, has served as Pre ident of NWA Corp. and Northwe t ince 
April 2001 and wa elected a director of both companie in September 2001. He has served in a 
number of executive positions since joining Northwe t in 1991, including Executive Vice President and 
Chief Corporate Officer from September 1999 to April 2001, Executive Vice President-Alliance , 
General Coun el and Secretary from January 1999 to September 1999, Executive Vice President, 
General Coun el and Secretary from June 1998 to January 1999, and Senior Vice President, General 
Counsel and Secretary from July 1994 to June 1998. Prior to joining Northwest, Mr. Steenland was a 
enior partner at the Washington, D.C. law firm of Verner, Liipfert, Bernhard, McPherson and Hand. 
Bernard L. Han age 39, has erved a Executive Vice President and Chief Financial Officer of the 
Company since October 2002. Prior to rejoining the Company, Mr. Han served at America West 
Airlines, Inc. as Executive Vice Pre ident and Chief Financial Officer from September 2001 to 
October 2002 Senior Vice Pre ident-Marketing and Planning from May 1998 to September 2001 and 
Vice Pre ident Financial Planning & Analysis from January 1996 to May 1998. Between 1988 and 1995 
Mr. Han held variou finance and marketing position at American Airlines and Northwest Airline . 
J. Timothy Griffin, age 52, ha served a Executive Vice Pre ident-Marketing and Distribution of 
orthwe t since January 1999. From June 1993 to January 1999, he erved a Senior Vice President- 
Market Planning and Systems. Prior to joining Northwest in 1993, Mr. Griffin held senior po ition with 
Continental Airline and American Airlines. Mr. Griffin al o erves on the board of directors of 
Pinnacle Airlines Corp. and Orbitz, Inc. 
Philip C. Haan, age 48 has erved as Executive Vice Pre ident-International, Sale and 
Information Service of orthwe t ince January 1999. From December 1995 to January 1999, he 
erv d a Senior Vice Pre ident-International Service . Mr. Haan formerly held position of Vice 
Pre ident-Pricing and Area Marketing Vice President-In entory Sales and Sy tern and Vice Pre ident- 
Revenue Management. Prior to joining orthwest in 1991 he was with American Airlines for nine 
year. 
20 
 PART II 
Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER 
MATTERS 
The Company's common stock is quoted on the a daq National Market under the ymbol 
NWAC. The table below how the high and low sale price for the Company' common tock during 
2003 and 2002: 
2003 2002 
Quarter High Low High Low 
1st .... ............ ...... .......... .... . . .67 5.05 20.92 13.56 
2nd ... ............... ........ ....... .. .. . 11. 0 6.30 20.69 10.66 
3rd ..................................... . 11.37 7.70 12.24 6.33 
4th ..................................... . 15.21 9.56 8. 7 4.71 
A of January 30, 2004, there were 3,648 tockholder of record. 
Since 1989, NWA Corp. ha not declared or paid any dividend on it common tock and doe not 
currently intend to do o. Under the provi ion of certain of the ompany bank er dit agreements, 
NWA Corp.'s ability to pay dividend on or repurchase its common tock i re tricted. Any future 
determination to pay cash dividends will be at the di cretion of the Board of Director , ubj ct to 
applicable limitations under Delaware law, and will be dependent upon the Company' re ult of 
operations, financial condition, contractual r triction and other factor deemed r levant by the Board 
of Directors. 
The following table summarize information a of December 31 2003, relating to equity 
compensation plans of the Company pur uant to which options, re tricted tock unit or other rights to 
acquire shares may be granted in the future. 
EQUITY COMPENSATION PLAN INFORMATION 
Plan Category 
Equity Compensation 
Plans Approved by Security 
Holders(l) . ....... .... . 
Equity Compensation 
Plans Not Approved by 
Security Holders(2) ..... . 
Total ........... . ....... . 
umber of Securitie to be 
Issued Upon Exercise of 
Outstanding Options, 
Warrant and Rights. 
(a) 
3,150,461 
1,919,593(3) 
5,070,054 
Weighted-Average 
Exercise Price of 
Outstanding Options, 
Warrants and Rights 
(b) 
$10.09 
$18.37(3) 
$13.23(3) 
(1) Comprised of the Company's 2001 Stock Incentive Plan. 
umber of Share Remaining 
Available for Future Issuance 
Under Equity Compensation 
Plans (Excluding Securitie 
Reflected in Column (a)) 
(c) 
5,195,811 
8,620,932 
13,816,743 
(2) Comprised of the Company's 1999 Stock Incentive Plan and the 1998 Pilot Stock Option Plan. 
(3) Excludes re tricted stock and restricted stock units, which by their nature do not have an exerci 
price. 
See "Item 8. Consolidated Financial Statements and Supplementary Data Note 7-Stock Option 
for additional information regarding the Company' equity compen ation plan . 
21 
 ITEM 6. SELECTED FINANCIAL DATA 
NORTHWEST AIRLINES CORPORATION 
Statements of Operations 
Operating revenues 
Passenger ............... . ... . .... . ... . . 
Cargo ................................ . 
Other ............................... . . 
Operating expenses ........................ . 
Operating income (loss) ............... . ..... . 
Operating margin ........... . .... . ........ . . 
Net income (loss) ................... . ..... . 
Earnings (loss) per common share: 
Basic ............................... . 
Diluted ...... . ..................... . . 
Balance Sheets (In millions) 
Cash cash equivalents and unrestricted short-term 
investments ............................ . 
Total assets .............................. . 
Long-term debt, including current maturities . ...... . 
Long-term obligations under capital leases, including 
current obligations ....................... . 
Mandatorily redeemable security ............... . 
Preferred redeemable stock .................. . 
Common stockholders' equity (deficit) ... . ....... . 
Operating Statistics(2) 
Scheduled service: 
Available seat miles (ASM) (millions) .......... . 
Revenue passenger miles (RPM) (millions) ...... . 
Passenger load factor . . . . . . . . . . . . . . . . . . . . . . 
Revenue passengers (millions) ...... . ........ . 
Passenger revenue per RPM (yield)(3) ......... . 
Passenger revenue per scheduled ASM (RASM)(3) .. 
Total available seat miles (ASM) (millions) ........ . 
Passenger Service operating expense per total 
ASM(3)(4) ............................ . 
Cargo ton miles (millions) ................... . 
Cargo revenue per ton mile . . ....... . .... . ... . 
Fuel gallons consumed ( million ) . . . . . . . . . . . . . . . . 
Average fuel cost per gallon, excluding taxes ....... . 
Number of operating aircraft at year end ......... . 
Full-time equivalent employees at year end ........ . 
2003 
$ 7,936 
752 
822 
9,510 
9,775 
(265) 
(2.8) % 
$ 248 
$ 2.75 
$ 2.74 
$ 2,757 
14,154 
7,866 
419 
236 
(2,011) 
88,593 
68,476 
77.3% 
51.9 
11.14 
8.61 
89,158 
9.87 
2,184 
34.42 
1,752 
80.68 
430 
39,100 
Year Ended December 31 
2002 2001(1) 2000 
(In millions, except per share data) 
$ 8,025 
735 
729 
9,489 
10,335 
(846) 
(8.9) % 
$ (798) 
$ (9.32) 
$ (9.32) 
$ 2,097 
13,289 
6,531 
451 
553 
226 
(2,262) 
93,417 
72,027 
77.1% 
52.7 
10.76 
8.30 
93,583 
9.96 
2,221 
33.08 
1,896 
69.33 
439 
44,323 
$ 8,417 
720 
768 
9,905 
10,773 
(868) 
(8.8) % 
$ (423) 
$ (5.03) 
$ (5.03) 
$ 2,512 
12,975 
5 051 
586 
492 
227 
(431) 
98,356 
73,126 
74.3% 
54.1 
11.24 
8.36 
98,544 
9.95 
2,161 
33.28 
2,029 
79.26 
428 
45,708 
$ 9,653 
857 
730 
11,240 
10,671 
569 
5.1 % 
$ 256 
$ 3.09 
$ 2. 77 
$ 693 
10,877 
3,242 
556 
558 
232 
231 
103,356 
79,128 
76.6% 
58.7 
12.04 
9.21 
103,517 
9.45 
2,502 
34.25 
2,113 
82.99 
424 
53,491 
1999 
$ 8,692 
732 
709 
10,133 
9,419 
714 
7.0% 
$ 300 
$ 3.69 
$ 3.26 
$ 749 
10,584 
3,666 
597 
626 
243 
(52) 
99,446 
74,168 
74.6% 
56.1 
11.58 
8.64 
99,572 
8.73 
2,336 
31.31 
2,039 
53.55 
410 
51,823 
(1) 2001 was affected by significantly reduced demand for travel resulting from the September 11, 2001 terrorist 
attacks. The Company recognized $461 million of grant income from the U.S. Government under the Air 
Tran portation Safety and System Stabilization Act, which was recorded as other non-operating income. 
(2) All statistics exclude Pinnacle Airlines, consistent with how the Company reports statistic to the DOT and is 
comparable to statistics reported by other major network airlines. 
(3) The e financial measures exclude non-passenger ervice revenues and expense . The Company believes that by 
providing financial measures directly related to pas enger service operation investors are able to evaluate and 
compare the Company' core operating results to those of the indu try. 
22 
 (4) Pursuant to SEC Regulation S-K, Item lO(e), a reconciliation of passenger service operating expenses to total 
operating expenses is provided below: 
2003 2002 2001 2000 1999 
(In millions) 
Passenger service operating expenses(a) ........ $8,800 $ 9,324 $ 9,803 $ 9,784 $8,692 
747 Freighter operations .............. . .. 497 486 474 466 377 
MLT and Pinnacle, net of intercompany 
eliminations ........................ 452 490 464 404 334 
(Gain)/loss on assets and NBA transportation . . 26 35 32 17 16 
- - - - - - - - - - - - - 
Operating expenses ...................... $9,775 $10,335 $10,773 $10,671 $9,419 
( a) Included in passenger service operating expenses are the following: 
Aircraft impairments ..... . .......... . 
Curtailment charges .......... . .. . ... . 
Severance expenses . . . . . . . . . . . . . . . . . . 
Other ................ . ..... ... .. . 
Per Total ASM .............. . ..... . 
23 
2003 
$ 21 
58 
20 
$ 99 
2002 2001 2000 
(In millions) 
$ 366 $ 161 $ 125 
16 
17 116 
36 
$ 435 $ 277 $ 125 
1999 
$ 22 
_SE) 
$ (5) 
0.11 0.46 0.28 0.12 (0.01) 
 Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS 
Overview 
NWA Corp. is a holding company whose principal indirect operating subsidiary is Northwest. The 
Consolidated Financial Statements include the accounts of NWA Corp. and all consolidated 
subsidiaries. Substantially all of the Company's results of operations are attributable to its principal 
indirect operating subsidiary, Northwest, which accounted for approximately 98% of the Company's 
2003 consolidated operating revenues and expenses. The Company's results of operations also include 
other subsidiaries, of which MLT and Pinnacle Airlines have been the most significant. The following 
discussion pertains primarily to Northwest and, where indicated, MLT and Pinnacle Airlines. 
The Company reported net income of $236 million for the year ended December 31, 2003, 
compared with a net loss of $798 million in 2002. Diluted earnings per share were $2.74 in 2003 
compared with a loss per share of $9.32 in 2002. Operating loss was $265 million in 2003 compared 
with an operating loss of $846 million in 2002. Passenger revenues for the year ended December 31, 
2003 decreased by $89 million compared to 2002, continuing their three year trend of decline. 
Full year 2003 results included $801 million of net unusual pre-tax gains. Operating expenses 
included $99 million of unusual items related to employee severance, a pension curtailment charge and 
aircraft write-downs. Net unusual non-operating gains totaling $900 million were comprised of a 
$299 million gain from the initial public offering of 88.6% of the Company's investment in Pinnacle 
Airlines Corp., $209 million received under the Emergency Wartime Supplemental Appropriations Act 
as reimbursement for security fees previously paid to the TSA, a $199 million gain from the sale of the 
Company's investment in WorldSpan, a $148 million net gain related to the acquisition of the 
corporation which held the Company's Mandatorily Redeemable Preferred Security, a $39 million gain 
from the sale of its investment in Hotwire.com ("Hotwire"), an $11 million gain from the sale of a 
portion of its investment in Orbitz and a $5 million loss on the Company's debt exchange. 
Full year 2002 results included $464 million in unusual pre-tax charges, principally comprised of 
$352 million attributable to the accelerated retirement of certain Boeing 747-200 and DCl0-30 aircraft, 
$53 million of costs associated with the closure of several facilities, $32 million related to employee 
benefit costs and additional asset write-downs, and a $27 million partial write-down of the Company's 
receivable from the U.S. Government related to the grant under the Airline Stabilization Act. In 
addition, the 2002 effective tax rate reflected a $15 million provision for tax credits the Company 
expected to expire unused. 
Northwest and the Current Status of the Airline Industry 
The airline industry is intensely competitive. Northwest's competitor include other major domestic 
airlines as well as foreign, regional and new entrant airlines, some of which have more financial 
resources or lower cost structures than Northwest. In most markets that Northwest serves, it competes 
with at least one of th~se carriers. Our revenues are sensitive to numerous factors, and the actions of 
other carriers in the areas of pricing, scheduling and promotions can have a substantial adverse impact 
on overall industry revenues. Such factors may become even more significant in periods when the 
industry experiences large losses, as airlines under financial stress, or in bankruptcy, may institute 
pricing structures intended to achieve near term survival rather than long term viability. 
Since 2001, the U.S. airline industry overall has suffered a sub tantial reduction in revenues, both 
on an absolute basis and relative to historical trends. The Company's annual operating revenue has 
declined in each of the last three years and its 2003 operating revenue was over $1.7 billion less than it 
was in 2000. As a result, the Company has incurred significant operating losses, and absent unusual 
items, its pre-tax losses over that period have totaled nearly $2.2 billion. The Company does not 
24 
 anticipate that the revenue environment will materially improve in 2004. Due to the discretionary 
nature of business and personal travel spending, U.S. airline revenues are heavily influenced by the 
strength of the U.S. economy, other regional world economie and corporate profitability. The revenue 
decline ha been due in part to the U.S. economic cycle. However, permanent tructural differences in 
the industry revenue environment have also taken place. The e difference are the re ult of a number 
of factors. 
The rapid growth of low cost airlines has had a profound impact on indu try revenue . U ing the 
advantage of low unit costs, driven in large part by lower labor co t , the e carrier are able to operate 
profitably while offering substantially lower fares. By targeting such fare at bu ines pa enger in 
particular, these carriers are shifting demand away from the larger, more e tabli hed airline . The e low 
cost carriers now transport more than 25% of all domestic U.S. pa enger , compared to le than 10% 
a decade ago. They now compete for, and thus influence indu try pricing on approximately 75% of all 
domestic U.S. passenger ticket sales, versus less than 20% a decade ago. Moreover, as a result of their 
better financial performance, low cost carrier have the resource nece ary to continue to increa e 
their market share. Industry revenue could be reduced ubstantially in the event one or more large 
network carriers decides it is a better long-term trategy to adopt a broad pricing tructure imilar to 
those employed by low cost carriers rather than give up additional market hare. 
Internet travel Web sites have driven ignificant di tribution co t aving for airline but have al o 
allowed consumers to become more efficient at finding lower fare alternative than in the pa t by 
providing them with more powerful pricing information. The increa ed price con ciou ne of both 
business and leisure travelers, as well as the growth in new di tribution channel , has further motivated 
airlines to price aggressively to gain fare and market share advantage . These factors will increase over 
time as Internet ticket sales increase. 
Airlines are among the most heavily taxed of all U.S. companies. Taxe and fee can add up to 
approximately 25% of what a passenger pay for an average roundtrip domestic airline ticket, a 
percentage even greater than that for alcohol and tobacco product . The e taxe and fee have grown 
significantly in the past decade. The Company believes that every dollar of tax or fee increa e imposed 
on airline passengers roughly translates into a dollar of reduced airline revenue. 
The attacks of September 11, 2001 materially impacted air travel and with concerns about further 
terrorist attacks unlikely to abate any time soon, continue to have a negative effect on travel demand. 
Additionally, security procedures introduced at airports since the attack have increased the 
inconvenience of flying, both in reality and in perception, and thu have further reduced demand. 
Global events further exacerbated the decline in airline industry revenue in 2003. The war in Iraq 
and its aftermath and the outbreak of Severe Acute Respiratory Syndrome ("SARS ') have materially 
affected airline booking and continue to negatively impact air travel, particularly on international 
routes. Another outbreak of SARS or other influenza-type illness, if it were to persist for an extended 
period, could materially affect the airline industry by reducing revenues and impacting travel behavior, 
especially on routes to and from certain Asian destinations. 
In response to the industry environment, the Company has taken aggres ive tep to mitigate the 
impact on its results of operations and financial condition resulting from these adver e trends. In the 
past two years, these steps have included a significant decrease in scheduled capacity on an available 
seat mile basis, a reduction in work force of over 16,900 full time equivalent position deferral of 
certain aircraft orders, closure of maintenance facilities, flight crew base , reservation and ale 
facilities and deferrals and cancellations of discretionary and other non-operationally critical spending. 
In all, eight rounds of cost savings have been initiated ince the U.S. economy began w akening in 
early 2001, resulting in co t reduction totaling $1.6 billion. 
25 
 Despite these and other ignificant steps to reduce costs, additional measures will be necessary in 
response to the fundamentally changed industry revenue environment. Wages, salaries and benefits 
made up 40% of the Company's 2003 operating expenses and will be the critical component of future 
cost reduction initiatives. The Company is in discussions with its labor unions in an effort to align 
wages, benefits and work rules with the new revenue environment and to remain competitive with 
airlines that have achieved permanent labor cost reductions through bankruptcy proceedings (United 
Airlines, US Airways) or the threat of bankruptcy (American Airlines). The Company cannot predict 
the outcome of these negotiations at this time. 
Results of Operations-2003 Compared to 2002 
Operating Revenues. Operating revenues increased 0.2% ($21 million). System passenger revenues 
decreased 1.6% ($124 million), excluding Pinnacle Airlines. The decrease in system passenger revenues 
was primarily attributable to a 4.9% decrease in traffic partially offset by a 3.5% increase in yields. 
Pinnacle Airlines passenger revenues, net of intercompany eliminations, increased 13.3% ($36 million) 
to $307 million due to increased capacity from 25 Bombardier CRJ aircraft added in 2003. 
The following analysis by market is based on information reported to the DOT and excludes 
Pinnacle Airlines: 
System Domestic Pacific 
2003 
Passenger revenues (in millions) ................... . $7,629 $5,336 $1,421 
Increase (Decrease) from 2002: 
Passenger revenues (in millions) ................... . (124) 52 (136) 
Percent ................................... . (1.6)% 1.0% (8.7)% 
Scheduled service ASMs ( capacity) ................. . (5.2)% (3.1)% (6.1)% 
Scheduled service RPMs (traffic) .................. . (4.9)% (1.3)% (9.0)% 
Atlantic 
$872 
(40) 
(4.4)% 
(12.2)% 
(11.0)% 
Passenger load factor ........................... . 0.2 pts. 1.3 pts. (2.5) pts. 1.2 pts. 
Yield ...................................... . 3.5% 2.3% 0.4% 7.4% 
Passenger RASM ............................. . 3.7% 4.1% (2.8)% 8.9% 
 Domestic passenger revenues increased primarily due to slight improvements in yields, partially 
offset by a small decline in traffic. 
 Pacific passenger revenues decreased substantially due to lower traffic. Despite a 6.1 % reduction 
in capacity, largely intended to match lower demand as a result of the Iraq War and the SARS 
epidemic, the Pacific load factor was down 2.5 percentage points. 
 Atlantic passenger revenues decreased due to a significant reduction in traffic caused by the Iraq 
War, ome of which was offset by higher yields. 
Cargo revenues increased 2.3% ($17 million) to $752 million due to a 4.1 % increase in yield, 
partially offset by a 1.7% decline in cargo ton miles. Cargo revenues consist of freight and mail carried 
on passenger aircraft and the Company s 12 Boeing 747-200F dedicated freighters. Freight revenue 
increased 5.2% ($34 million) while mail revenue decreased 22.8% ($17 million). In the last half of 
2003, the Company decided to stop carrying U.S. domestic mail as lower volumes and yields, partially 
due to restrictions imposed by the U.S. Government following September 11, 2001, caused this business 
to become unprofitable. 
Other revenues, the principal components of which are MLT, other transportation fees and charter 
revenues, increased 12.8% ($93 million). This increase was primarily due to increased revenues from 
CRAF and other charter activities, frequent flyer partnership revenue, ticketing and handling fees, 
KLM joint venture settlements, the NBA transportation program and support services revenue. 
26 
 Operating Expenses. Operating expenses decreased 5.4% ($560 million). The following table 
presents operating expenses for the year ended December 31, 2003 and describes significant variances 
from the year ended December 31, 2002: 
Increase 
Year ended (Decrease) Percent 
December 31, 2003 from 2002 Change Note 
(in millions) 
Operating Expenses 
Salaries, wages and benefits ...................... . $3,905 $ 27 0.7% A 
Aircraft fuel and taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,554 115 8.0 B 
Selling and marketing ........................... . 709 (94) (11.7) C 
Depreciation and amortization .................... . 586 (317) (35.1) D 
Other rentals and landing fees ............... . .... . 569 (7) (1.2) E 
Aircraft rentals .... . . . ... . .................... . 481 21 4.6 F 
Aircraft maintenance materials and repairs ........... . 474 (102) (17.7) G 
Other ............ . ......................... . 1,497 (203) (1 J .9) H 
Total operating expenses ....................... . $9,775 $(560) (5.4)% 
A. Salaries, wages and benefits increased due to higher pension expenses, including a $58 million 
pension curtailment charge, annual pay rate increases, $20 million of severance expenses, and 
contractually required payments to employees represented by the International Association of 
Machinists and Aerospace Workers and the Transportation Communications Union, partially offset 
by savings from an 11.8% decrease in average full-time equivalent employees. 
B. Aircraft fuel and taxes were higher due to a 16.4% increase in the average fuel cost per gallon to 
80.68 cents, net of hedging transactions, partially offset by 7.6% fewer fuel gallons consumed as a 
result of reduced capacity and the use of more fuel efficient aircraft. Fuel hedge transactions 
reduced fuel costs by $105 million in 2003 and $55 million in 2002. 
C. Selling and marketing expenses decreased $94 million, due primarily to the elimination of North 
American base travel agency commissions, which began to take effect near the end of the second 
quarter of 2002, lower passenger volumes and lower advertising expenses. 
D. Depreciation and amortization decreased primarily due to $372 million of aircraft and related parts 
write-downs recorded in 2002, offset slightly by similar charges of $21 million recorded in the 
second quarter of 2003. 
E. Other rentals and landing fees remained relatively unchanged. Generally higher rates system wide 
were offset by lower volume. 
F. Aircraft rentals increased due to additional leased aircraft, partially offset by lower variable 
interest rates on existing leases. 
G. Aircraft maintenance materials and repairs decreased by $102 million, due primarily to lower 
material usage from reduced maintenance volume, which resulted from lower fleet utilization and a 
significant number of new aircraft in the fleet. 
H. Other expenses (which include MLT operating expenses, outside services, insurance, passenger 
food, personnel expenses, communication expenses and supplies) decreased principally due to 
lower Northwest passenger volumes, lower passenger liability insurance and lower MLT operating 
expenses. 
Other Income and Expense. Other non-operating income increa ed by $857 million, primarily due 
to several unusual items: a $299 million gain from the sale of the Company's investment in Pinnacle 
Airlines Corp.; $209 million received under the Emergency Wartime Supplemental Appropriations Act 
27 
 a r imbur ment for curity f e pr viou ly paid to the TSA; a $199 million gain from the ale of the 
Compan in e tm nt in WorldSpan; a $361 million gain related to a write-down of the Company's 
Mandatoril R d mable Preferr d Security, accompanied by an impairment charge of $213 million 
r lated to the prop rty curing thi obligation- a $39 million gain from the ale of the Company's 
in tment in Hotwire and an $11 million gain from the ale of a portion of the Company's investment 
in Orbitz. Th C mpan al o gen rat d a high r return on hort-term investments, which partia11y 
off et high r interest expen e related to increased debt l vels. 
Tax Expen e (Benefit). During 2003 the Company recognized a $30 million tax benefit related to 
lo e recorded in the fir t quarter that fully offset its remaining $30 million net deferred tax liability. 
Gi en rec nt lo experience, current accounting rule do not allow the Company's balance sheet to 
reflect a net deferred tax asset. Therefor , a valuation allowance is provided against tax benefits, 
principally for net operating losses in excess of its previously remaining deferred tax liability. See 
"Item 8. Con olidated Financial Statement and Supplementary Data, Note 9-Income Taxe ", for 
additional di cu ion of the Company' ta,"'< accounts. 
Results of Operations- 2002 Compared to 2001 
Operating Revenues. Operating revenues decrea ed 4.2% ($416 million). System passenger 
revenue decrea ed 5.7% ( 466 million), excluding Pinnacle Airlines. The decrease in system passenger 
rev nue was primarily attributable to a 1.5% decrease in traffic and a 4.3% decline in yields. System 
pa enger load factor increa ed 2.8 points to 77.1 % for the year ended December 31, 2002. Pinnacle 
Airline pas enger revenue , net of intercompany eliminations, increased 36.9% ($73 million) to 
$271 million due to increa ed capacity from 21 Bombardier CRJ aircraft added in 2002 and higher 
rates under a new airline services agreement with Northwest that was effective March 1, 2002. 
The following analysi by market i based on information reported to the DOT and excludes 
Pinnacle Airlines: 
System Domestic Pacific Atlantic 
2002 
Pa enger re enues (in millions) ................... . $7,753 $5,284 $1,557 
Increase (Decrease) from 2001: 
Pa senger re enu (in millions) ................... . (466) (351) (120) 
P rcent .... . ............................ . . . (5.7)% (6.2)% (7.2)% 
Schedul d ser ic ASMs (capacity) ................. . (5.0)% (4.3)% (6.7)% 
Scheduled ervic RPM (traffic) .................. . (1.5)% (2.3)% (0.4)% 
Pa senger load factor ........................... . 2.8 pts. 1.5 pts. 5.3 pts. 
Yield .................................... . . . (4.3)% (4.0)% (6.9)% 
Pa enger RASM (0.7)% (2.1)% (0.6)% 
 Dome tic pa enger re enue decreased primarily due to a combination of lower yields and 
traffic. 
 Pacific pa nger re enue decrea ed due to lower yields. Traffic wa virtually unchanged, 
r ulting in a higher pa enger load factor on decrea ed capacity. 
$912 
5 
0.7% 
(5.2)% 
(0.7)% 
3.7 pts. 
1.4% 
6.1% 
 Atlantic pa enger re enue were effectively flat as slightly improved yields were mostly offset 
b a mall reduction in traffic. 
argo re enue increa ed 2.1 % ($15 million) to $735 million due to a 2.8% increase in cargo ton 
mile partially off t b a 0.6% d dine in revenue per ton mile. Cargo revenue con i t of freight and 
mail arried on pa enger aircraft and the Company 12 747-200F dedicated freighter . Freight revenue 
increa ed 7.4% ( 46 million), including approximately 27 million in the fourth quarter resulting from 
2 
 the west coast dockworkers' lockout. However, this was partially offset by a 29.6% ($31 million) 
decrease in mail revenue, due largely to lower volumes resulting from U.S. Government restrictions 
imposed following September 11, 2001 on the transportation of packages larger than 16 ounces on 
passenger aircraft. Such restrictions were responsible, in part, for Northwest ultimately deciding in the 
second half of 2003 to discontinue U.S. domestic mail carriage as lower volumes and yields caused this 
business to become unprofitable. 
Other revenues, the principal components of which are MLT, other transportation fees and charter 
revenues, decreased 5.1 % ($39 million). This decline was primarily due to reduced revenues from MLT, 
KLM joint venture settlements, ticketing and handling fees and support services, partially offset by an 
increase in frequent flyer program partnership revenue. 
Operating Expenses. Operating expenses decreased 4.1 % ($438 million). The following table 
presents operating expenses for the year ended December 31, 2002 and describes significant variances 
from the year ending December 31, 2001: 
Increase 
Year ended (Decrease) Percent 
December 31, 2002 from 2001 Change Note 
(in millions) 
Operating Expenses 
Salaries, wages and benefits ...................... . $ 3,878 $ (85) (2.1)% A 
Aircraft fuel and taxes ...................... . ... . 1,439 (288) (16.7) B 
Depreciation and amortization .................... . 903 213 30.9 C 
Selling and marketing ............. . ..... . ...... . . 803 (201) (20.0) D 
Aircraft maintenance materials and repairs ........... . 576 (93) (13.9) E 
Other rentals and landing fees .................... . 576 43 8.1 F 
Aircraft rentals ................. . ............. . 460 13 2.9 G 
Other ...................................... . 1,700 ~) (2.3) H 
Total operating expenses ....................... . $10,335 $(438) (4.1)% 
A. Salaries, wages and benefits decreased primarily due to 10.6% fewer full-time equivalent employees 
and $89 million for retroactive wages and benefits related to the 2001 AMFA collective bargaining 
agreement. This decline was partially offset by higher average wage rates, pension, group 
insurance, and other post employment benefit expenses. Pension expenses increased largely due to 
a lower actuarial discount rate, a decline in pension asset returns and increased benefits from the 
2001 AMFA contract. 
B. Aircraft fuel and taxes were lower due to a 12.5% decrease in the average fuel cost per gallon to 
69.33 cents, net of hedging transactions, and 6.6% fewer fuel gallons consumed as a result of 
reduced capacity and the use of more fuel efficient aircraft. Fuel hedge transactions reduced fuel 
costs by $55 million in 2002 and had an immaterial effect in 2001. 
C. Depreciation and amortization increased primarily due to $372 million of aircraft and related parts 
write-downs recorded in 2002, offset by similar charges of $161 million recorded in the third and 
fourth quarters of 2001. The increase in depreciation and amortization was partially offset by the 
elimination of $24 million per year from international route and goodwill amortization recorded 
prior to 2002. See "Item 8. Consolidated Financial Statements and Supplementary Data, Note 1- 
Summary of Significant Accounting Policies", for additional discussion of the fleet disposition 
charges and international routes and goodwill no longer being amortized. 
D. Selling and marketing decreased $109 million due primarily to the elimination of North American 
base commissions in the second quarter of 2002 and $40 million due to lower revenues 
system-wide. 
29 
 E. Aircraft maintenance materials and repairs decreased due to lower repair volume in 2002, which 
re ulted from retirements and removal from service of older aircraft, as well as a higher level of 
scheduled work within the routine engine and airframe maintenance cycle in 2001. 
F. Other rentals and landing fees increased primarily due to the new Detroit Midfield facility, as well 
as higher rates across the system due to unfunded TSA mandates. 
G. Aircraft rentals increased due to additional leased aircraft, partially offset by lower variable 
interest rates on existing leases. 
H. Other expenses (the principal components of which include MLT operating expenses, outside 
services, insurance, passenger food, personnel expenses, communication expenses and supplies) 
decreased principally due to lower personnel, supplies and claims expenses and reduced levels of 
passenger food service, partially offset by significantly higher insurance costs. 
Other Income and Expense. Other non-operating income decreased by $572 million, primarily due 
to $461 million recognized in 2001 under the Airline Stabilization Act, higher 2002 interest expense 
related to increased debt levels, and lower interest income as a result of lower interest rates. In the 
fourth quarter of 2002, the Company recorded a $27 million charge to write-down a portion of a 
receivable from the U.S. Government to reflect the final amount received in January 2003 under the 
Airline Stabilization Act. Interest expense increased 15.7% ($58 million) primarily due to the full year 
2002 borrowings under the Company's revolving credit facilities and additional new financings. Higher 
earnings from affiliates during 2002 were partially offset by a $27 million gain from the sale of the 
Company's remaining shares of Continental recorded in 2001. 
Tax Expense (Benefit). The tax benefit recorded in 2002 includes a provision of $15 million for tax 
credits that are expected to expire unused. The Company's net deferred tax liability declined from 
$843 million at December 31, 2001 to $30 million at December 31, 2002, primarily due to the increase 
in deferred tax assets relating to the Company's pension plans and the Company's 2002 losses. Given 
the Company's recent loss experience, current accounting rules do not allow its balance sheet to reflect 
a net tax asset position. As a result, when losses after December 31, 2002 generated deferred tax assets 
that fully offset the Company's then existing deferred tax liabilities, no tax benefit could be recognized 
with respect to further losses. See "Item 8. Consolidated Financial Statements and Supplementary 
Data, Note 9-Income Taxes", for additional discussion of the Company's tax accounts. 
Liquidity and Capital Resources 
As of December 31, 2003, the Company had ca h, cash equivalents and short-term investments of 
$2.883 billion. This amount included $126 million of restricted short-term investments, resulting in total 
unrestricted liquidity of $2.757 billion. As discussed later, the Company's secured credit facilities were 
fully drawn as of December 31, 2002 and had approximately $1 million available as of December 31, 
2003. 
Cash Flows. Liquidity increased by $660 million as of December 31, 2003, due primarily to 
$209 million security fee reimbursements received from the U.S. Government under the Emergency 
Wartime Supplemental Appropriations Act, a $218 million income tax refund, cash proceeds of 
$278 million from the sale of WorldSpan and the issuances of $150 million and $225 million of senior 
convertible notes, partially offset by $158 million in cash contributions to the pension plans, capital 
expenditures, net of financings, and other investing and financing activities. 
Operating Activities. Cash provided by operating activities was $375 million in 2003 compared to 
cash used by operating activities of $284 million in 2002. This increase of $659 million was largely due 
to the $209 million of Emergency Wartime Supplemental Appropriations Act funds received in 
May 2003, net income tax receipts $93 million higher in 2003 than 2002 and the payment in 
30 
 January 2002 of $216 million of aviation taxes originally due between September 11, 2001 and 
January 15, 2002. 
The Company operates, like its competitors, with negative working capital, which totaled 
$297 million at December 31, 2003. This negative working capital position is primarily attributable to 
the Company's $1.27 billion air traffic liability, largely representing cash received from tickets that 
customers have not yet used. 
Investing Activities. Investing activities consist primarily of the purchase of short-term investments, 
aircraft capital expenditures and other related costs. Other related costs include engine purchases, costs 
to commission aircraft before entering revenue service, deposits on ordered aircraft, facility 
improvements and ground equipment purchases. 
Investing activities related to the acquisitions of aircraft consisted of the following for years ended 
December 31: 
Airbus A319 
Airbus A320 
Airbus A330 ..... . ................................ . 
Boeing 747-400 ...................... . ... . ......... . 
Boeing 757-200 . .. ........................ . ........ . 
Boeing 757-300 ... . . . ... . .... . ... . ...... . .......... . 
2003 2002 2001 
14 
2 
5 
9 
30 
24 
2 
2 
3 
7 
38 
13 
4 
5 
22 
Investing activities in 2003, other than aircraft purchases and short-term investments, include 
proceeds of $278 million from the sale of the Company's interest in WorldSpan, $255 million from the 
sale of 88.6% of the Company's interest in Pinnacle Airlines Corp., $40 million from the sale of the 
Company's interest in Hotwire and $13 million from the sale of a portion of its investment in Orbitz. 
Investing activities in 2002, other than aircraft purchases, include facilities and aircraft modification 
programs. Investing activities in 2001, other than aircraft purchases, include $582 million in proceeds 
from the sale of the Company's investment in Continental. See "Item 8. Consolidated Financial 
Statements and Supplementary Data, Note 13-Related Party Transactions", for additional discussion of 
the Company's investment in Continental. 
Financing Activities. Financing activities in 2003 consist primarily of the issuance of $150 million 
of 6.625% convertible senior notes due in 2023, the issuance of $225 million of 7.625% convertible 
senior notes due in 2023, the payment of debt and capital lease obligations, and the financing of: (i) 11 
Airbus A319, four Boeing 757-300 and three Airbus A330-300 aircraft with escrowed funds from an 
offering of pass-through trust certificates completed in 2002; and (ii) two Boeing 757-300, one Airbus 
A330-300, one Airbus A320 and one Airbus A319 aircraft with long-term debt. 
In addition to the financed aircraft discussed above, the Company also took delivery of one Airbus 
A330-300, one Airbus A320, one Airbus A319, three Boeing 757-300 aircraft and 25 Bombardier 
CRJ200/440 regional jets during the twelve months ended December 31, 2003. The Airbus A300-300, 
A320 and A319 aircraft and the three Boeing 757-300 aircraft were acquired through non-cash 
transactions with manufacturers. The Bombardier CRJ aircraft were acquired and financed with 
long-term operating leases and subleased to Pinnacle Airlines. 
On December 9, 2003, Northwest completed an offer to exchange outstanding unsecured notes 
("Old Notes") due in 2004, 2005 and 2006, with interest rates ranging from 7.625% to 8.875%, for new 
10.5% class D pass-through trust certificates ("Class D Certificates") representing a fractional 
undivided interest in the assets of a pass-through trust. The trust's assets consist of interests in 
31 
 $551.8 million principal amount of notes primarily ecured by aircraft financed under five serie of 
orthwe t pa -through certificate previou ly is ued. Holder tendered approximately $59 million of 
Old otes for $64 million of Clas D Certificate . 
The exchange wa accounted for as an extinguishment of debt under generally accepted accounting 
principle with the Company recording an a sociated lo s because the cash flow of the new debt 
in trument are greater than 110 percent of the original in truments' remaining cash flows. The los 
recognized in the Consolidated Statements of Operation due to thi exchange offer approximated 
$5 million. 
During 2003, NWA Corp. completed two offerings of $375 million aggregate principle amount of 
convertible enior note , both due in 2023. These notes were i sued to qualified in titutional buyer 
pur uant to Rule 144A and to non-U.S. per on pur uant to Regulation S, under the Securitie Act of 
1933. The first is uance of note in May wa for an aggregate principal amount of $150 million and 
bear interest at 6.625% (the "6.625% otes"), which is payable in cash emi-annually through May 15, 
2010. Thereafter, the principal amount of the notes will accrete semi-annually at a rate of 6.625% per 
year to maturity. The econd issuance of notes in ovember wa for an aggregate principal amount of 
$225 million and bears intere t at 7.625% (the "7.625% otes"), which i payable in cash emi-annually 
through November 15, 2008. Thereafter, the principal amount of the note will accrete semi-annually at 
a rate of 7.625% per year to maturity. Each note was issued at a price of $1,000 and i convertible into 
NWA Corp. common stock. The 6.625% otes and the 7.625% otes were i ued with conversion rates 
of 61.8047 and 43.6681 shares per $1,000 original principal amount of notes, respectively. The e 
conversion rates equate to an initial conversion price of approximately $16.18 and $22.90 per share for 
the 6.625% Note and the 7.625% Notes, respectively, subject to adju tment in certain circum tances. 
Both issuance of notes are guaranteed by Northwest. 
Holders of the note may convert their notes only if: (i) NWA Corp.' common stock trade above 
a specified price threshold for a specified period; (ii) the trading price for the notes falls below certain 
threshold ; (iii) the notes have been called for redemption; or (iv) specific corporate transactions occur. 
NWA Corp. may elect to pay the repurchase price in cash or in shares of common stock, or a 
combination of both, subject to certain conditions. Should holders elect to require NWA Corp. to 
redeem the notes on any of the repurcha e dates, it is the Company's present intention to satisfy the 
requirement in cash. NWA Corp. may redeem all or some of the notes for cash at any time on or after 
May 15, 2010 for the 6.625% otes and on or after ovember 15, 2006 for the 7.625% otes, at a 
redemption price in each case equal to the accreted principal amount plus accrued and unpaid interest, 
if any, to the redemption date. 
Holders of the 6.625% Notes may require NWA Corp. to repurchase the note on May 15 2010 
2013 and 2018 at a price equal to the accreted principal amount plu accrued and unpaid interest if 
any, on the repurchase date. Holders of the 7.625% otes may require NWA Corp. to repurchase the 
note on November 15, 2008, 2013 and 2018 at a price equal to the acer ted principal amount plu 
accrued and unpaid interest, if any, on the repurchase date. In conjunction with the i suance of the 
7.625% ote , NWA Corp. entered into a call pread option tran action that was de igned to limit the 
Company's exposure to potential dilution from conversion of the 7.625% Note in the event that the 
market price per share of NWA Corp.'s common stock at the time of exerci e is greater than the trike 
price of 22.90. Thi call spread option will be treated a an equity transaction under the Emerging 
I ue Ta k Force (' EITF") I sue No. 00-19, Accounting for Derivative Financial In truments Indexed to, 
and Potentially Settled in, a Company's Own Stock. NWA Corp. plans to use the net proceed from the 
offerings for working capital and general corporate purpo e . 
Financing activitie in 2002 con isted primarily of the is uance of 300 million of 9.875% 
un ecured notes due in 2007, the pa ment of debt and capital lease obligation , and the financing of: 
(i) 18 Airbus A319, one Boeing 747-400, two Airbu A320 and three Boeing 757-300 aircraft with 
32 
 escrowed funds from offerings of pass-through trust certificates completed in 2001; (ii) two Boeing 
757-300 aircraft with escrowed funds from an offering of pass-through trust certificates completed in 
2002; (iii) three Boeing 757-200, two Boeing 757-300 and six Airbus A319 aircraft with long-term bank 
debt; (iv) one Boeing 747-400 aircraft under a sale and leaseback; and the refinancing of three Boeing 
747-400 aircraft purchased off capital lease. 
In August 2002, Northwest completed an offering of $749 million of pass-through trust certificates 
to finance or refinance the acquisition of 11 new Airbus A319, six new Boeing 757-300 and three new 
Airbus A330-300 aircraft that were delivered between October 2002 and December 2003. The 
pre-funded portion of cash proceeds from the offerings of certificates were invested and held in escrow 
with a depositary bank. Such funds were not assets or direct obligations of, or guaranteed by, 
Northwest and are therefore not included in the Consolidated Financial Statements. As aircraft were 
delivered or refinanced, Northwest utilized the cash proceeds to finance the acquisition of these aircraft 
as secured debt financing for ownership. As of December 31, 2003, there were no unused offering 
proceeds held in escrow. 
Financing activities in 2001 consisted primarily of the Company's borrowing in March and 
subsequent repayment in May of $1.10 billion under its revolving credit facilities, the borrowing on 
September 11, 2001, of $1.12 billion under its revolving credit facilities, of which $150 million was 
repaid in October 2001 as scheduled, the issuance of $300 million of 8.875% unsecured notes due 2006, 
$120 million received under airport facility revenue bonds and payment of debt and capital lease 
obligations. Financing activities also included the receipt of $678 million in financing for: (i) 13 Airbus 
A319 aircraft, seven of which were financed with funds from pass-through trust certificates and six with 
long-term bank debt; (ii) five Boeing 757-200 aircraft financed with long-term bank debt; and (iii) four 
Airbus A320 aircraft, three of which were financed with funds from pass-through trust certificates and 
one with long-term bank debt. 
In June 2001, the Company completed an offering of $581 million of pass-through certificates at a 
blended fixed coupon rate of 7.18%. Proceeds from sales of the certificates were used to finance the 
acquisition of 14 aircraft consisting of nine new Airbus A319 aircraft, three new Boeing 757-300 aircraft 
and two new Boeing 747-400 aircraft delivered between March and December 2002. In July 2001, the 
Company completed an offering of $396 million of European pass-through certificates due in 2013 at a 
blended floating rate of three-month London Interbank Offered Rate ("LIBOR") plus 0.60% (1.77% 
as of December 31, 2003) to finance the acquisition of nine new Airbus A319 aircraft and five new 
Airbus A320 aircraft delivered between November 2001 and July 2002. 
Contractual Obligations. The following table summarizes the Company's commitments to make 
long-term debt and lease payments, aircraft purchases and certain other obligations for the years 
ending December 31: 
2004 2005 2006 2007 2008 Thereafter Total 
(in millions) 
Long-term debt(l) ..................... $ 668 $1,488 $ 781 $ 732 $ 515 
Capital leases(2) . . . . . . . . . . . . . . . . . . . . . . 64 40 29 33 28 
Operating leases:(3) 
Aircraft . . . . . . . . . . . . . . . . . . . . . . . . . . . 608 595 602 605 567 
Non-aircraft . . . . . . . . . . . . . . . . . . . . . . . . 163 157 145 135 122 
Aircraft commitments(4) . . . . . . . . . . . . . . . . 1,600 746 567 206 190 
Other purchase obligations(5) ............. ~ _E ~ ~ ~ 
Total(6) ............................. $3,132 $3,048 $2,145 $1,724 $1,435 
$3,682 $ 7,866 
225 419 
4,521 
1,292 
33 
$9,753 
7,498 
2,014 
3,309 
131 
$21,237 
(1) Amounts represent principal payments only. The amount due in 2005 includes $962 million of 
principal outstanding on the Company's bank revolving credit facilities. See "Item 8. Consolidated 
33 
 Financial Statements and Supplementary Data, Note 3-Long-Term Debt and Short-Term 
Borrowings", for additional information related to interest rates on these amounts. 
(2) Amounts represent principal payments only. See "Item 8. Consolidated Financial Statements and 
Supplementary Data, Note 4-Leases", for information related to interest on these amounts. 
(3) Amounts represent minimum lease payments with initial or remaining terms of more than one year 
and exclude related sublease rental income. See "Item 8. Consolidated Financial Statements and 
Supplementary Data, Note 4-Leases", for information related to these amounts. 
( 4) Amounts represent contractual commitments for firm-order aircraft only and are net of previously 
paid purchase deposits. The Company has firm financing commitments in place for all of the firm 
order aircraft from manufacturers. See "Item 8. Consolidated Financial Statements and 
Supplementary Data, Note 10-Commitments", for a discussion of these purchase commitments. 
(5) Amounts represent non-cancelable commitments to purchase goods and services, including such 
items as software communications and information technology support. In addition to the 
contractual cash obligations and commitments included in the table above, the Company will in the 
ordinary course spend significant amounts of cash to operate its business. For example, the 
Company will pay wages as required under its various collective bargaining agreements and will be 
obligated to make contributions to the pension plans benefiting its employees (as discussed below); 
the Company will purchase capacity from its regional airline affiliates (in return for which 
Northwest generally retains all revenues from tickets sold in respect of that purchased capacity), 
and the Company will pay, among other items, credit card processing fees, Computer Reservation 
System fees and outside services related to engine and airframe maintenance. While these and 
other expenditures may be covered by legally binding agreements, the actual payment amounts will 
depend on volume and other factors that cannot be predicted with any degree of certainty, and 
accordingly they are not included in the table.  
(6) Purchase orders made in the ordinary course of business are excluded from the table. Any 
amounts for which the Company is liable under purchase orders are reflected in our consolidated 
balance sheet as accounts payable and accrued liabilities. The above table also excludes 
$236 million in respect of the Series C Preferred Stock. See "Item 8. Consolidated Financial 
Statements and Supplementary Data, Note 6-Redeemable Preferred and Common Stock", for 
additional discussion of the Company's obligations related to the Series C Preferred Stock. 
Off-Balance Sheet A!Tangements. The Securities and Exchange Commission ("SEC") requires 
registrants to disclose "off-balance sheet arrangements". As defined by the SEC, an off-balance sheet 
arrangement includes any contractual obligation, agreement or transaction arrangement involving an 
unconsolidated entity under which a company 1) has made guarantees, 2) has a retained or a 
contingent interest in transferred assets, 3) has an obligation under derivative instruments classified as 
equity, or 4) has any obligation arising out of a material variable interest in an unconsolidated entity 
that provides financing, liquidity, market risk or credit risk support to the company, or that engages in 
leasing, hedging or research and development services with the Company. 
The Company has examined its contractual obligation structures potentially impacted by this 
disclosure requirement and has concluded that no arrangements of the types described in the first three 
categories exist that the Company believes may have a material current or future effect on its financial 
condition, liquidity or results of operations. 
The Company has obligations arising out of variable interests in unconsolidated entities. The 
Company has adopted the provisions of the Financial Accounting Standards Board Interpretation 
No. 46 as of July 1, 2003 for certain variable interests based on the current guidance provided by the 
FASB. See "Item 8. Consolidated Financial Statements and Supplementary Data, Note 1-Summary of 
Significant Accounting Policies", for additional discussion of these variable interest arrangements. 
34 
 Pension Funding Obligations. The Company also has noncontributory pension plans covering its 
pilots, other contract employees and salaried employees. Funding obligations under these plans are 
governed by ERISA. As of December 31, 2003, the Company's pension plans were underfunded by 
$3.75 billion, as calculated in accordance with SFAS No. 87, Employers' Accounting for Pensions. Absent 
asset returns exceeding plan assumptions, the Company will have to satisfy the underfunded amounts of 
its plans through cash contributions over time. The timing and amount of funding requirements depend 
upon a number of factors, including interest rates, asset returns, potential changes in pension 
legislation, the Company's decision to make voluntary prepayments, applications for and receipt of 
waivers to reschedule contributions and changes to pension plan benefits. Among other effects, those 
factors may result in contributions for a particular plan year being made across multiple calendar years. 
On November 5, 2002, the Company submitted an application to the IRS for authorization to 
reschedule, over a five year period beginning in April 2004, the $454 million in 2003 plan year 
contributions under the pension plans for contract and salaried employees. In 2003, the IRS approved 
the application, subject to the Company's satisfaction of certain conditions imposed by the Pension 
Benefit Guaranty Corporation ("PBGC"), which the Company satisfied by granting the plans liens on 
certain assets of the Company ( certain domestic slots, international route , aircraft and engines). As a 
result, the value of the Company's remaining unencumbered asset is not material. 
In November 2002, the Company submitted an application to the DOL to permit it to contribute 
common stock of Pinnacle Airlines Corp. to the pension plans in lieu of making certain required 
contributions in cash. In 2003, the DOL granted the Company's application for a prohibited transaction 
exemption. In 2003, pursuant to the exemption, the Company contributed approximately 6.3 million 
shares, or 42.0%, of Pinnacle Airlines Corp. common stock to the contract and salaried plans to satisfy 
approximately $163 million scheduled funding requirements for the 2002 plan year. The Company also 
contributed $60 mfilion in cash to satisfy its remaining 2002 plan year scheduled funding requirements. 
Purs "ant to an agreement with ALPA, the Company also made a voluntary contribution of $190 million 
to the pilots' pension plan, consisting of approximately 7.0 million shares, or 46.6%, of Pinnacle 
Airlines Corp. common stock. This voluntary contribution eliminated further ERISA required 
contributions to the pilots' plan until 2005. On November 24, 2003 the Pinnacles Airlines Corp. shares 
held by the plans were sold in an IPO. The offering generated $255 million in proceeds, requiring the 
Company to contribute an additional $98 million to the plans to make up the difference between the 
original valuations of the shares at the time of their contribution and the net IPO proceeds. 
The Company's calendar year 2004 cash pension contributions are dependent on several factors. 
On December 23, 2003, the Company asked the IRS for permission to reschedule some of its plan year 
2004 pension contributions, which includes amounts due in both 2004 and 2005, for the contract and 
salaried employees' pension plans. Separately, the U.S. Congress has under consideration certain 
legislative relief that could reduce 2004 contributions by increasing the discount rate used to determine 
funding, changing the current requirements for deficit reduction contributions, or both. Prior legislation 
increased the discount rate used by companies to determine funding requirements for the past two 
years. On that basis, expected contributions to the Company's qualified pension plans in 2004 
approximates $350 million. However, approval of the Company's application to reschedule contributions 
and/or additional legislative relief could reduce its pension funding requirements for these plans to 
between $100 million and $350 million for the year. Should the Company's request to reschedule 
contributions not be approved by the IRS and Congress provides no legislative relief, its qualified plan 
funding obligations in calendar year 2004 would approximate $515 million. 
Credit Ratings. At December 31, 2003, the Company's Standard & Poor's corporate credit rating 
and its senior unsecured credit rating were B+ and B-, respectively; its Moody's Investor Services 
senior implied rating and senior unsecured rating were B2 and Caal, respectively; and its Fitch Ratings 
senior unsecured credit rating was B. The lowering of the Company's credit ratings could make it more 
difficult to issue debt, including the ability to utilize certain financing commitments related to future 
35 
 aircraft deliveries, to renew outstanding letters of credit that back certain obligations and to obtain 
financial instruments used in its fuel and currency hedging. It could also increase the cost of these 
transactions. For information regarding the impact from the lowering of the credit rating on the 
Company's secured credit facility on April 10, 2003, see the related discussion below as well as "Item 8. 
Consolidated Financial Statements and Supplementary Data, Note 3-Long-Term Debt and Short-Term 
Borrowings". 
Secured Credit Facilities. The Company's secured credit facilities at December 31, 2003, consisted 
of a $725 million revolving credit facility ($12 million of which has been utilized to establish letters of 
credit) available until October 2005, and a $250 million 364-day revolving credit facility available until 
October 2004 and renewable annually at the option of the lenders; however, to the extent any portion 
of the $250 million facility is not renewed for an additional 364-day period, the Company may borrow 
up to the entire non-renewed portion of the facility and such borrowings would then mature in 
October 2005. Borrowings under the credit agreement are secured by the Company's Pacific route 
system and certain aircraft. On March 28, 2003, Standard & Poor's downgraded the rating on the 
Company's secured credit facilities to B+ from BB-. On April 10, 2003, Moody's downgraded the 
rating on the Company's secured credit facilities to Bl from Ba3. With the change in credit rating and 
the measurement of certain collateral tests required under the Company's credit facilities, the interest 
rate applicable to borrowings under these secured credit facilities increased by 75 basis points. 
Borrowings under both revolving credit facilities bear interest at a variable rate equal to the three- 
month LIBOR plus 3.25% (4.37% at January 20, 2004). The credit agreement includes a covenant that 
requires the Company, beginning with the three month period ending June 30, 2004, to maintain at 
least a one-to-one ratio of earnings (adjusted to exclude the effects of interest, taxes, depreciation, 
amortization and aircraft rents) to fixed charges ( comprising interest expense and aircraft rents). If the 
Company fails to meet this fixed charges coverage ratio, borrowings under the c~ ci  could 
accelerated by the banks. While the Company currently believes that it will satis~ tl~ e ire n~ 
compliance with the covenant depends upon many factors that could impact futu ..,,_.........-..:;,uues an ...-t. 
expenses, some of which are beyond the Company's control. See "Item 8. Consolidated Financial 
Statements and Supplementary Data, Note 3-Long-Term Debt and Short-Term Borrowings", for 
additional discussion of these credit facilities. 
Unsecured Debt Issued in January 2004. In January 2004, Northwest completed an offering of 
$300 million of unsecured notes due 2009. The notes have a coupon rate of 10%, payable 
semi-annually in cash on February 1 and August 1 of each year, beginning on August 1, 2004, and are 
not redeemable prior to maturity. Each note was issued at a price of $962 per $1,000 principal amount, 
resulting in a yield to maturity of 11.0%. Proceeds from the sale of the notes will be used for working 
capital and general corporate purposes. The notes are guaranteed by NWA Corp. 
Shelf Registration Statement. As of December 31, 2003, the Company had an effective shelf 
registration statement for the issuance of $3.0 billion of unsecured debt and pass-through certificates. 
The $300 million unsecured debt issuance in January 2004 reduced this amount to $2.7 billion. 
Receivables Financings. In January 2002, through NW A Funding LLC, the Company fully repaid 
$61 million outstanding under a receivables purchase agreement. Such repayment was required upon 
the occurrence of certain events, including exceeding a threshold of passenger refunds as a percentage 
of sales and the lowering of the Company's unsecured credit rating, both of which occurred following 
the events of September 11, 2001. 
In June 2002, a second Receivables Purchase Agreement was executed by Northwest, NWA 
Funding II, LLC ("NWFII"), a wholly-owned, non-consolidated subsidiary of the Company, and third 
party purchasers ("Purchasers"). The agreement was a 364-day, $100 million maximum revolving 
receivables purchase facility renewable annually for five years at the option of the Purchasers, that 
allowed NWFII to sell variable undivided interests in accounts receivable acquired from Northwest to 
36 
 the Purchasers. NWFII paid a yield to the Purchasers equal to the rate on Al/Fl commercial paper 
plus a program fee. The Receivables Purcha e Agreement terminated in July 2003. The Purchasers then 
collected $65 million on outstanding receivables. Due to sea anal fluctuations in accounts receivable 
sold under the agreement, the Company estimate that termination of the program reduced its cash 
balance at December 31, 2003 by approximately $50 million. 
Critical Accounting Estimates 
The discussion and analy is of the Company's financial condition and result of operations are 
based upon the Consolidated Financial Statements, which have been prepared in accordance with 
generally accepted accounting principle . The preparation of the Con olidated Financial Statement 
requires the Company to make estimates and judgment that affect the reported amount of assets, 
liabilities, revenues, expen e , and related disclosure of contingent a et and liabilities at the date of 
the financial statements. Actual results may differ from these estimate under different as umptions or 
conditions. 
Critical accounting estimates are defined as tho e that are reflective of ignificant judgment and 
uncertainties, and could potentially reflect materially different re ult under different assumptions and 
conditions. See "Item 8. Con olidated Financial Statements and Supplementary Data, ote 1- 
Summary of Significant Accounting Policies", for additional discussion of the application of the e 
estimates and other accounting policies. The Company's management discu sed the development of the 
estimates and disclosures related to each of these matters with the audit committee of the Company's 
board of directors. 
Asset Va.luation and Impairments. The Company evaluates long-lived assets for potential 
impairments in compliance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived 
Assets. The Company records impairment losse on long-lived as et when events and circumstances 
indicate the assets might be impaired and the undi counted cash flows estimated to be generated by 
those assets are less than their carrying amounts. Impairment losses are measured by comparing the 
fair value of the assets to their carrying amount . In determining the need to record impairment 
charges, the Company is required to make certain estimates regarding uch things as the current fair 
market value of the assets and future net cash flows to be generated by the a sets. The current fair 
market value is determined by independent apprai al, and the future net cash flows are based on 
assumptions such as asset utilization, expected remaining useful lives, future market trends and 
projected salvage values. Impairment charges are recorded in depreciation and amortization expense on 
the Company's Consolidated Statements of Operations. If there are subsequent changes in these 
estimates, or if actual results differ from these estimates, such changes could impact the Consolidated 
Financial Statements. 
In June 2003, the Company recorded an aircraft impairment of $21 million as additional 
depreciation expense, primarily for Boeing 727-200 aircraft used in charter operations. In 
December 2003, the Company recorded an impairment charge of $213 million as other expense, which 
related to foreign real property that then secured certain debt obligations of the Company. 
In December 2002, the Company revised its fleet plan, accelerating the retirement of 13 DCl0-30 
and nine Boeing 747-200 aircraft by an average of five and six years, respectively. The Company 
recorded impairment charges of $352 million associated with these aircraft, engines and related 
inventory as a result of the retirement acceleration. The Company's 2003 operating re ults were also 
impacted by an estimated $20 million of additional depreciation expense related to these aircraft, 
reflecting the combined effect of the reduced average lives, a decrease in net book values and lower 
alvage values. If the current fair market value and salvage values of the impaired aircraft were 
decreased by 10%, the aircraft impairment charge would have increased by $17 million and the 2003 
depreciation expense would have decrea ed by $7 million. See "Item 8. Con olidated Financial 
37 
 Statements and Supplementary Data, Note 1-Summary of Significant Accounting Policies", for 
additional discussion of impairment of long-lived assets. 
Pension Liability and Expense. The Company has several noncontributory pension plans covering 
substantially all of its employees. The Company accounts for its defined benefit pension plans in 
accordance with SFAS No. 87, Employers' Accounting for Pensions, which requires that amounts 
recognized in financial statements be determined on an actuarial basis that includes estimates relating 
to expected return on plan assets, discount rate and employee compensation. Benefits associated with 
these plans are based primarily on years of service and, in some cases, employee compensation. See 
"Item 8. Consolidated Financial Statements and Supplementary Data, Note 12-Pension and Other 
Postretirement Health Care Benefits' , for additional discussion of actuarial assumptions used in 
determining pension liability and expense. 
A significant element in determining the Company's pension expense is the expected return on 
plan assets, which is based in part on historical results for similar allocations among asset classes. The 
difference between the expected return and the actual return on plan assets is deferred and, under 
certain circumstances, amortized over future years of service. Therefore, the net deferral of past asset 
gains (losses) ultimately affects future pension expense. 
At December 31, 2002, the Company changed its assumed expected long-term rate of return on 
plan assets from 10.5% to 9.5%, which remained in place as of December 31, 2003. In developing the 
expected long-term rate of return assumption, the Company examines projected returns by asset 
category with its pension investment advisors. Projected returns are based primarily on broad, publicly 
traded equity and fixed-income indices, with minor adjustments to account for the value of active 
management the funds have provided historically. The Company's expected long-term rate of return on 
plan assets is based on a target asset allocation of 45% U.S. equities, 25% international equities, 15% 
long duration fixed income securities, 10% private market securities and 5% high yield fixed-income 
securities. This target asset allocation yields an expected weighted average return slightly in excess of 
9.5% on an annual basis. See "Item 8. Consolidated Financial Statements and Supplementary Data, 
Note 12-Pension and Other Postretirement Health Care Benefits", for further information on the 
Company's investment policy for its defined benefit plans and actual investment mix by asset category 
as of December 31, 2003. The actual asset allocation is reviewed regularly and is periodically 
rebalanced to the targeted allocation. 
The plan assets earned a rate of return substantially less than 9.5% in each of 2000, 2001 and 
2002, but exceeded that rate in 2003, earning 28.2%. For the nine ear period 1995 - 2003 in which the 
current asset allocation policy has been in place, the plan assets have generated annualized returns of 
11.7%. Depending on future rates of return, the Company's average long-term historical rate of return 
may decline and could, in turn, cause the expected return on plan assets to be adjusted downward. If 
such adjustments become necessary, future pension expense would increase. 
Plan assets for the Company's pension plans are managed by external investment management 
organizations. These advisors are prohibited by the investment policies of the plan from investing in 
Company securities, other than as part of a market index fund that could have a diminutive proportion 
of such securities. 
The Company also determines the discount rate used to measure plan liabilities. The discount rate 
reflects the current rate at which the pension liabilities could be effectively settled at the end of the 
year. In estimating this rate, the Company looks to rates of return on fixed-income investments of 
similar duration to the liabilities in the plans that hold high, investment grade ratings by recognized 
ratings agencies. By applying this methodology, the Company determined a discount rate of 6.25% to 
be appropriate at December 31, 2003, which is a reduction of 0.50% from the rate used at 
December 31, 2002. 
38 
 For the year ended December 31, 2003, accounting for the changes related to the Company' 
pension plans resulted in a net increase to accumulated other comprehensive income of $19 million on 
a pre-tax basis. The positive impact on accumulated other comprehen ive income wa principally due to 
a 30.2% increase in the fair value of the plan assets, offset by a 12.0% rise in benefit obligations that 
was principally driven by the decrease in the discount rate to 6.25%. Holding all other factor constant, 
a change in the discount rate used to measure plan liabilities by 0.50% would have changed 
accumulated other comprehensive income by $480 million on a pre-tax basis. 
For pension plans sponsored by the Company in which benefits depend, in part, on the future level 
of wages, the projected rate of future compen ation increases is an important assumption that affects 
the amount of periodic pension expense recognized. The Company' expectations regarding future wage 
increases are based on several factors including historical trends, contractual obligations under 
collective bargaining agreements, and prevailing market forces. As of December 31, 2003, the weighted 
average rate of future compensation increases assumed for the affected plan was 1.93% annually 
which compares with 3.60% and 3.90% at December 31 2002 and 2001, respectively. The e changes are 
reflective of significant downward wage pressures in the U.S. airline indu try resulting from the 
continued expansion of low cost carriers, which derive a large part of their cost advantage from lower 
labor rates, and significant wage savings achieved at everal of the Company' major competitors during 
the past year. 
For the year ended December 31, 2003, th Company recognized con olidated pre-tax pen ion 
expense of $491 million, up from $309 million in 2002. The amount for 2003 included $58 million 
related to a curtailment charge in the contract plan due to workforce reduction . Pen ion expense is 
expected to approximate $446 million in 2004. Holding all other factor constant, an increase/decrease 
in the expected long-term rate of return on plan asset by 0.5% would decrease/increase pension 
expense by approximately $27 million in 2004. Holding all other factors constant, an increa e/decrea e 
in the discount rate used to measure plan liabilitie by 0.25% would decrease/increa e pen ion expense 
by approximately $30 million in 2004. Holding all other factors constant, reducing the rate of future 
wage increases from 3.60% to 1.93% will decrea e 2004 pension expense by approximately $54 million. 
Revenue Recognition. Passenger ticket proceeds are recorded in the air traffic liability account at 
the time of sale and represent an obligation of the Company to provide air travel in the future. 
Revenue is recognized, and the air traffic liability is reduced, as passengers use these tickets for 
transportation. The Company performs monthly evaluation of this estimated liability and recognizes 
any adjustments in passenger revenues for that period. These adjustments relate primarily to ticket 
usage patterns, refunds, exchanges, inter-airline transactions, and other travel obligations for which final 
settlement occurs in periods subsequent to the sale of the related tickets at amounts other than the 
original sales price. While these factors generally follow predictable patterns that provide a reliable 
basis for estimating the air traffic liability, and the Company u es historical trends and averages in its 
estimates, significant changes in business conditions and/or passenger behavior that affect these 
estimates could have a significant impact on the Con olidated Financial Statement . 
Frequent Flyer Accounting. The Company utilizes a number of estimates in accounting for its 
WorldPerks frequent flyer program. The Company accounts for the frequent flyer program obligations 
by recording a liability for the estimated incremental cost of flight awards expected to be redeemed. 
Customers are expected to redeem their mileage, and a liability is recorded, when their accounts 
accumulate the minimum number of miles needed to obtain one flight award. Additional a sumption 
are made, based on past general customer behavior, regarding the likelihood of customers u ing the 
miles for first-class upgrades or other premiums instead of flight award , as well as the likelihood of 
customers never redeeming the miles. Estimated incremental costs are based on the system average 
cost per passenger for food and beverage, fuel, insurance, ecurity, mi cellaneou claim and 
WorldPerks distribution and administration expens s. If the average incremental co t of outstanding 
39 
 awards were increased or decreased by 10%, the liability for the estimated incremental cost of flight 
awards expected to be redeemed would change by $12 million. 
The number of estimated travel awards outstanding at December 31, 2003, 2002 and 2001 was 
approximately 7,180 000, 7,805,000 and 8,320,000, respectively. The estimated liability excludes accounts 
that have never attained the minimum travel award level, awards that are expected to be redeemed for 
upgrades, and the proportion not expected to be redeemed at all, but includes an estimate for partially 
earned awards on accounts that previously earned an award. Northwest recorded a liability for these 
estimated awards of $119 million, $127 million and $132 million at December 31, 2003, 2002 and 2001, 
respectively. The number of travel awards used for travel on Northwest during the years ended 
December 31, 2003, 2002 and 2001 was approximately 1,408,000, 1,459,000 and 1,398,000, respectively. 
These awards represented an estimated 7.5%, 7.8% and 7.5% of Northwest's total RPMs for each such 
year, respectively. Northwest believes displacement of revenue passengers is minimal based on the low 
ratio of WorldPerks award usage to revenue passenger miles and the Company's ability to manage 
frequent flyer inventory through seat allocations. In June 2002, the minimum program award miles was 
changed from 20,000 to 25,000 miles, which is primarily responsible for the decline in the number of 
estimated awards outstanding and the recorded liability since 2001. 
The Company defers a portion of the revenue from the sale of mileage credits to participating 
partners such as credit card issuers, hotels, long-distance companies, car rental firms and other 
non-airline partners. The deferred revenue is recognized over the period in which the credits are 
expected to be redeemed for travel. The portion of revenue that is recognized at the time of sale 
represents amounts in excess of the fair value of the tickets to be redeemed. 
Intangible Assets. In June 2001, the Financial Accounting Standards Board ("FASB") issued 
Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets. 
SFAS No. 142 requires that companies test goodwill and indefinite lived intangible assets for 
impairment on an annual basi rather than amortize such assets. The Company adopted SFAS No. 142 
as of January 1, 2002, and as a result no longer amortizes its indefinite lived intangible assets and 
goodwill. During the fourth quarter of 2002 the Company completed its impairment test of goodwill 
and found the fair value to be in excess of the carrying value. During the first quarter of 2003, an 
independent third party appraisal was conducted for the Company's annual impairment test of its 
international routes and found the fair value to be in excess of the carrying value. 
The Company's indefinite lived intangible asset derives from the U.S.-Japan bilateral aviation 
agreement, which establishes rights to carry traffic between Japan and the U.S., and extensive "fifth 
freedom" rights between Japan and India, the South Pacific and other Asian destinations. "Fifth 
freedom" rights allow Northwest to operate service from any gateway in Japan to points beyond Japan 
and carry Japanese originating passengers. These rights have no termination date, and the Company 
has the supporting infrastructure ( airport gates, slots and terminal facility leases) in place to operate air 
service to Japan and beyond from its U.S. hub airports indefinitely. Governmental policy and bilateral 
agreements between nations regulate international operating route authorities and alliances. The 
Company's carrying value of international route authorities was $634 million at December 31, 2003. 
Should any changes occur in policies, agreements, infrastructure or economic feasibility of air service to 
Japan, the Company will assess this asset for impairment and re-evaluate the economic life of these 
international routes. If the life is then determined to be finite, the Company would begin amortizing 
the asset. 
Stock Based Compensation. As of December 31, 2003, the Company has stock option plans for 
officers and key employees of the Company. See "Item 8. Consolidated Financial Statements and 
Supplementary Data, Note 7-Stock Option ' , for additional discussion of stock options. The Company 
historically accounted for those plans under the recognition and measurement principles of Accounting 
Principles Board Opinion o. 25, Accounting for Stock Issued to Employees, and related interpretations. 
40 
 Prior to January 1, 2003, no stock-based employee compensation expense related to options were 
reflected in the Consolidated Statements of Operations, as all options granted in 2002 or before have 
an exercise price equal to the market value of the underlying common stock on the date of grant. 
In December 2002, the FASB issued SFAS No. 148 Accounting for Stock-Based Compensation- 
Transition and Disclosure, an amendment of FASB Statement No. 123. SFAS No. 148 provides alternative 
methods of transition for companies that voluntarily change to the fair value ba ed method of 
accounting for stock-based compensation. It also amends the disclosure requirements of SFAS No. 123 
to require prominent disclosures in both annual and quarterly financial statement about the method of 
accounting for stock-based employee compensation and the effect of the method used on reported 
results. 
Effective January 1, 2003, the Company adopted the fair value method of recording stock-based 
employee compensation prescribed by SFAS No. 123 and accounts for this change in accounting 
principle using the "prospective method' as described by SFAS No. 148. All employee stock option 
grants made on or after January 1, 2003 are recorded as compen ation expense over the vesting period 
based on the fair value at the date the stock-based compensation is granted. The Company also 
adopted the disclosure provisions of SFAS No. 148 for the year ended December 31 2002 and the 
related disclosures are included in "Item 8. Consolidated Financial Statements and Supplementary 
Data, Note 7-Stock Options". 
On January 14, 2003, the Company completed an option exchange program, pursuant to which 
officers of the Company were able to exchange their stock options at a ratio of two old options for one 
newly issued option. The new options have a strike price of $8.31, the average of the high and low 
price of the Company's common stock on the award date of January 15, 2003. The compensation 
expense related to these new options will be amortized over a four-year ve ting period u ing the fair 
value method of recording stock-based employee compensation. Certain other management employees 
of the Company were able to exchange their stock options for phantom units (instruments settled in 
cash at the time of vesting) at a ratio of three old options for one phantom unit. The compensation 
expense related to these phantom units will be recognized over the four-year vesting period, adjusted 
for the current period stock price, consistent with how phantom units have been expensed in the past. 
On June 27, 2003, the Company completed an option exchange program for its pilots holding stock 
options or stock appreciation rights ("SARs") granted pursuant to the 1998 Pilots Stock Option Plan. 
This exchange program was adopted as part of a Letter of Agreement with ALPA to obtain approval of 
the Delta codeshare agreement from ALPA. Pilot participants were able to exchange all of their 
outstanding stock options or SARs for a designated number of replacement options or replacement 
SARs, respectively. Eligible participants were able to exchange their existing stock options and SARs at 
a ratio of two shares subject to an old award for one share subject to a newly issued award of the same 
type (although certain outstanding SARs were exchanged only for newly issued options). The exercise 
price of the new awards is the average of the high and low sales prices of the Company s common 
stock on the award date of July 31, 2003, or $9.185 per share. Compensation expense related to these 
new options will be amortized over a four-year vesting period using the fair value method of recording 
stock-based compensation. See "Item 8. Consolidated Financial Statements and Supplementary Data, 
Note 1-Summary of Significant Accounting Policie " and "Note 7-Stock Options , for additional 
discussion of these stock option exchange programs. 
Recent Accounting Pronouncements 
In December 2003, the FASB revised SFAS No. 132, Employers' Disclosures about Pensions and 
Other Postretirement Benefits. This revision requires disclosures in addition to tho e in the original 
statement about the assets, obligations, cash flow , and net periodic benefit co t of defined benefit 
pension plans and other defined benefit postretirement plans. The Company has adopted the provisions 
41 
 of the revised SFAS No. 132 as of December 31, 2003, and has included the required disclosures in the 
footnotes to the Consolidated Financial Statements. 
The Medicare Prescription Drug, Improvement and Modernization Act of 2003 was passed by 
Congress and signed into law on December 8, 2003. The Act establishes a voluntary prescription drug 
benefit for eligible participants beginning January 1, 2006. The Act also provides for the government to 
pay a special subsidy equal to 28% of a retiree's covered prescription drug expenses between $250 and 
$5,000 (adjusted annually for the percentage increase in Medicare per capita prescription drug costs) to 
employers who sponsor retiree prescription drug plans. In accordance with FASB Staff Position 106-1, 
the Company has elected to defer including the effects of the Act in any measures of accumulated 
postretirement benefit obligations and net periodic postretirement benefit costs reflected in the 
Consolidated Financial Statements and accompanying notes. Specific authoritative guidance on 
accounting for the federal subsidy is pending and that guidance, when issued, could require the 
Company to change previously reported information. The Company estimates that the Act will not have 
a significant impact on postretirement liabilities and benefit costs. 
In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"), "Consolidation of Variable 
Interest Entities". FIN 46 requires companies to determine whether a financing or other arrangement 
constitutes a "variable interest entity". If a company concludes that such an arrangement is a variable 
interest entity, the company must then evaluate whether it is the primary beneficiary. The primary 
beneficiary of a variable interest entity is required to consolidate the entity for financial statement 
purposes. Variable interest entities are those that: 1) have insufficient equity investment at risk to 
finance their activities without additional subordinated support or 2) lack essential characteristics of a 
controlling financial interest including, among others, the obligation to absorb expected losses, or the 
right to receive expected residual returns, of the entity. The primary beneficiary is the enterprise that is 
obligated to absorb the expected losses or has a right to receive the expected residual returns. FIN 46 
was effective immediately for variable interest entities created, or in which the Company obtains an 
interest, after January 31, 2003. For all variable interest entities created on or before January 31, 2003, 
the FASB delayed the initial effective date of the provisions until the quarter ending December 31, 
2003, but encouraged early adoption. The Company has adopted the provisions of FIN 46 as of July 1, 
2003 for all variable interests based on then existing guidance provided by the FASB. 
The Company formerly consolidated a financing entity (as described in Note 5-Mandatorily 
Redeemable Security) that issued a preferred security previously classified on the Company's 
consolidated financial statements as Mandatorily Redeemable Preferred Security of Subsidiary Which 
Holds Solely Non-Recourse Obligation of Company ("MRPS"). This subsidiary is a variable interest 
entity under the provisions of FIN 46, but the Company is not the primary beneficiary. Accordingly, as 
of July 1, 2003, the Company no longer consolidated the subsidiary but an amount equal to the MRPS 
($553 million as of December 31, 2002), representing the Company's non-recourse obligation to the 
subsidiary, was recorded as Mandatorily Redeemable Security in the liability section of the Company's 
consolidated balance sheets. As a result of the Company purchasing the entity that holds the MRPS 
during the December 2003 quarter, the MRPS is no longer a liability on the consolidated balance 
sheets. 
The Company has examined its other financing arrangements potentially impacted by the 
provisions of FIN 46 and has concluded that no additional arrangements of a material nature require 
consoUdation. In its report on Form 10-Q for the quarter ended June 30, 2003, the Company described 
its preliminary conclusions regarding four aircraft leases that have historically been accounted for as 
operating leases for book purposes but as a loan for tax purposes. Based on an examination of the 
provisions of FIN 46 at that time, the Company reported that it would begin accounting for these 
leases as capital leases for book purposes and record a cumulative effect charge associated with this 
change in the quarter ending September 30, 2003. Subsequent interpretive guidance by the FASB 
resulted in a determination by the Company that the lessor is not a variable interest entity under the 
42 
 provisions of FIN 46. Therefore, the Company will not consolidate these aircraft leases and will 
continue to account for them as operating leases. 
In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150 
("SPAS 150"), Accounting for Certain Financial Instruments with Characteristics of both Liabilities and 
Equity. SPAS 150 establishes standards for how a company clas ifie and measure certain financial 
instruments and specifies that some financing arrangements with characteri tic of both liabilities and 
equity must be classified as liabilities. Among the requirement of SPAS 150 is that all ' Mandatorily 
Redeemable" securities be classified as liabilities. In the absence of applying FIN 46, this would have 
resulted in the Company reclassifying the Mandatorily Redeemable Security described above to a 
liability. Given the effects of FIN 46, however, the equivalent result already applied. The Company 
adopted SPAS 150 on July 1, 2003 and anticipate that this standard will have no other material impact 
on the Company's financial statements. 
In June 2002, the FASB issued SPAS No. 146, Accounting for Costs Associated with Disposal or Exit 
Activities. SPAS No. 146 requires that a liability for a cost associated with exit or disposal activities be 
recognized when the liability is incurred, rather than when an entity commits to an exit plan. The 
Company adopted SPAS No. 146 on January 1, 2003. This new statement changed the timing of liability 
and expense recognition related to exit or dispo al activitie , but not the ultimate amount of such 
expenses. 
In November 2002, the FASB issued Interpretation No. 45 (' FIN 45"), Guarantor's Accounting and 
Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 
requires certain guarantees to be recorded at fair value and to provide additional disclosures about 
each guarantee, or each group of similar guarantees. The Company adopted the disclosure provisions 
of FIN 45 as of December 31, 2002, and adopted the initial recognition and mea urement provisions 
for all guarantees issued or modified after December 31, 2002. See "Item 8. Consolidated Financial 
Statements and Supplementary Data, Note 11-Contingencies", for the Company's di closure 
concerning its guarantor obligations. 
Other Information 
Labor Agreements. Approximately 90% of the Company's employees are members of collective 
bargaining units. The Company has entered into mediation with the International Association of 
Machinists and Aerospace Workers under the supervision of the National Mediation Board. The 
Company has also commenced RLA negotiations with the Air Line Pilots Association and is in 
discussion with the rest of its labor unions in an effort to align wages, benefits and work rules with the 
industry's new revenue environment and to remain competitive with other airlines achieving permanent 
cost reductions through bankruptcy proceedings or the threat of bankruptcy proceedings. 
In June 2003, the Company's flight attendants authorized the PFAA to be their collective 
bargaining representative. Results of the election were subsequently certified by the National Mediation 
Board. The Company's collective bargaining agreement with the flight attendants now represented by 
PFAA becomes amendable May 30, 2005. 
The Company's collective bargaining agreement with the IAM, representing Agents, Clerks, 
Equipment Service Employees and Stock Clerks, became amendable on February 25, 2003. Pursuant to 
the RLA, these agreements remain in effect while the Company and the IAM pursue agreements on 
new contracts. The Company and the IAM have entered into mediation under the supervision of the 
National Mediation Board as the parties seek agreement on a new contract. Since the parties did not 
reach tentative agreements by October 25, 2003, IAM represented employees received a one time lump 
sum payment equal to 2% of W-2 earnings over the prior 14 months, which approximated $20 million. 
On July 23, 2003, the Company and ALPA commenced negotiations on a new contract. These 
negotiations are on going. 
43 
 Facilities Consolidation. In January 2004, the Company clo ed one of its city ticket offices and 
announced in February 2004 that it will be closing all of its remaining city ticket offices in North 
America by March 2004. The 76 employees affected by the closures will be able to transfer to one of 
the Company s five reservation centers. On September 25, 2003, the Company announced that it would 
close its Detroit area reservations center and city ticket office located in Livonia, Michigan. Call center 
activity performed at the Detroit facility was transferred to the Company's facilities in Baltimore, 
Chi holm, Minneapolis, Seattle and Tampa. The 570 contract employees at the Detroit reservations 
center were eligible to transfer to one of the Company's other operating reservations centers and 
approximately 160 employees elected to do so. The Detroit reservations center and city ticket office 
closed in December and 11 management positions were eliminated. 
Alliances. Northwest has strengthened its network through alliance partnerships. Long-term 
alliances are the most effective way for Northwest to enter markets that it would not be able to serve 
alone. Alliance relationships can include codesharing, reciprocal frequent flyer programs, "through" 
luggage check-in, reciprocal airport lounge access, joint marketing, sharing of airport facilities and joint 
procurement of certain goods and services. Northwest and its alliance partners currently provide a 
global network to over 750 cities in 120 countries on six continents. 
In August 2002, the Company announced that it had signed a cooperative marketing agreement 
with Continental and Delta. This agreement is designed to connect the three carriers' domestic and 
international networks and provide for codesharing, reciprocity of frequent flyer programs, airport club 
use and other cooperative activities. Northwest, Continental and Delta received approval of the 
agreement from the DOJ and the DOT in the first quarter of 2003. The three airlines began 
implementing the agreement in June 2003 by offering access to each other's airport lounges and by 
offering codeshare service. Beginning in July 2003, frequent flyer members of the three airlines have 
been able to book and redeem miles for itineraries that include any combination of Northwest, 
Continental and Delta operated flights by using a single award. In the fourth quarter of 2003, 
Northwest and Delta expanded their codesharing to 650 daily domestic flights operated by each carrier, 
the maximum permitted by the DOT as of that time. In June 2004, the next phase may be implemented 
by adding code haring on another 650 daily domestic flights. The combined network has increased 
Northwest's presence in the South, East and Mountain West regions of the U.S., as well as in Latin 
America. 
In September 2003, KLM announced that it would enter into an agreement with Air France to 
form a strategic business partnership, which would create Europe's largest airline group and unite the 
two carriers under the same corporate holding company. In February 2004, the European Union 
antitrust investigators gave their conditional approval of this merg~r. The KLM-Northwest trans- 
Atlantic joint venture will remain in place pursuant to their alliance agreement. It is anticipated that 
KLM will join the Sky Team global alliance ( of which Air France and Delta are the founding members) 
in the spring of 2004. Northwest also expects to join the SkyTeam alliance in 2004. 
Northwest also has domestic frequent flyer and codesharing agreements with several other airlines 
including Alaska/Horizon Airlines, Hawaiian Airlines, America West Airlines and American Eagle. 
In the Pacific, Northwest has frequent flyer agreements with Malaysia Airlines, Japan Airlines, Jet 
Airways of India, Garuda Indonesia, Cebu Pacific Airlines and Pacific Island Aviation. 
In addition to its extensive relationship with KLM in the Atlantic Northwest has reciprocal 
frequent flyer programs with Air Alps Aviation, KLM cityhopper and KLM exel, Air Europa, Kenya 
Airways and Malev Hungarian Airlines. 
44 
 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 
The risks inherent in the Company's market-sensitive instruments and positions are the potential 
losses arising from adverse changes in the price of fuel, foreign currency exchange rates and interest 
rates, as discussed below. The sensitivity analyses presented do not consider the effects that such 
adverse changes may have on overall economic activity nor do they consider additional actions 
management may take to mitigate its exposure to such change . Actual results may differ from the 
outcomes e timated in the analysis due to factors beyond the Company's control. See "Item 8. 
Consolidated Financial Statements and Supplementary Data, Note 14-Risk Management and 
Financial Instruments", for related accounting policie and additional information. 
Aircraft Fuel. The Company's earnings are affected by changes in the price and availability of 
aircraft fuel. From time to time, the Company manages the price risk of fuel costs by utilizing futures 
contracts traded on regulated futures exchange , swap agreement and options. A hypothetical 10% 
increase in the December 31, 2003 cost per gallon of fuel, assuming projected 2004 fuel usage, would 
result in an increase to aircraft fuel expense of approximately $131 million in 2004 compared to an 
estimated $65 million (net of hedging) for 2003 measured at December 31, 2002. As of December 31, 
2003, the Company had no fuel hedges in place compared to hedges on 71 % and 60% of the 2003 first 
quarter and full year requirements, respectively, at December 31, 2002. 
Foreign Currency. The Company is exposed to the effect of foreign 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. From time to time, the Company uses 
financial instruments to hedge its exposure to the Japanese yen. The result of a uniform 10% 
strengthening in the value of the U.S. dollar from December 31, 2003 levels relative to each of the 
currencies in which the Company's revenues and expense are denominated would result in a decrease 
in operating income of approximately $58 million for the year ending December 31, 2004, compared to 
an estimated decrease of $68 million for 2003 measured at December 31, 2002. This sensitivity analysis 
was prepared based upon projected foreign currency-denominated revenues and expenses as of 
December 31, 2003 and 2002. The variance is due to the Company's foreign currency-denominated 
revenues exceeding its foreign currency-denominated expense . 
The Company also has foreign currency exposure as a result of changes to balance sheet items. 
The result of a 10% weakening in the value of the U.S. dollar would result in an decrease to other 
income of an estimated $1 million in 2004, caused by the remeasurement of net foreign currency- 
denominated assets as of December 31, 2003, compared with an estimated increase of $2 million 
caused by the remeasurement of net foreign currency denominated liabilities at December 31, 2002. 
This sensitivity analysis was prepared based upon projected foreign currency-denominated assets and 
liabilities as of December 31, 2003 and 2002. 
In 2003, the Company's yen-denominated net cash inflow was approximately 19 billion yen 
(approximately $164 million) and its yen-denominated liabilities exceeded its yen-denominated assets by 
an average of 4 billion yen (approximately $32 million) compared with 23 billion yen (approximately 
$225 million) and 5 billion yen (approximately $38 million), respectively, in 2002. In general, each time 
the yen strengthens (weaken ), the Company's operating income is favorably (unfavorably) impacted 
due to net yen-denominated revenues exceeding expenses and a non-operating foreign currency loss 
(gain) is recognized due to the remeasurement of net yen-denominated liabilities. The Company's 
operating income in 2003 was favorably impacted by approximately $26 million due to the average yen 
being stronger in 2003 compared to 2002 and unfavorably impacted in 2002 by approximately 
$85 million due to the average yen being weaker in 2002 compared to 2001. The average yen to U.S. 
dollar exchange rate for the years ending December 31, 2003, 2002 and 2001 was 117, 126 and 121, 
respectively. Including the impact of hedge activities, the average yen to U.S. dollar exchange rate for 
the years ending December 31, 2003, 2002 and 2001 was 117, 104 and 92, respectively. The Japanese 
45 
 yen financial instruments utilized to hedge net yen-denominated cash flows resulted in gains of 
$1 million and $31 million in 2003 and 2002, respectively. As of December 31, 2003, the Company had 
entered into forward contracts to hedge approximately 22% and 6% of its anticipated 2004 and 2005 
yen-denominated sales at an average rate of 114 and 106 yen per U.S. dollar, respectively. This 
compares to 22% of 2003 sales hedged as of December 31, 2002. 
Interest. The Company's earnings are also affected by changes in interest rates due to the impact 
those changes have on its interest income from cash equivalents and short-term investments and its 
interest expense from floating rate debt instruments. If short-term interest rates increased by 100 basis 
points for a year, based on the Company's cash balance at December 31, 2003, the Company's interest 
income from cash equivalents and short-term investments would increase by approximately $29 million 
compared to an estimated $21 million based on the Company's cash balance at December 31, 2002. 
The Company's floating rate indebtedness was approximately 44% and 40% of its total long-term debt 
and capital lease obligations at December 31, 2003 and 2002, respectively. If long-term floating interest 
rates increased by 100 basis points during 2004 as measured at December 31, 2003, the Company's 
interest expense would increase by approximately $36 million, compared to an estimated $28 million for 
2003 measured at December 31, 2002. These amounts are determined by considering the impact of the 
hypothetical interest rates on the Company's floating rate indebtedness, cash equivalent and short-term 
investment balances at December 31, 2003 and 2002. 
Market risk for fixed-rate indebtedness is estimated as the potential decrease in fair value resulting 
from a hypothetical 100 basis point increase in interest rates and amounts to approximately 
$132 million during 2004 measured at December 31, 2003, compared to an estimated $113 million for 
2003 measured at December 31, 2002. The fair values of the Company's indebtedness were estimated 
using estimated or quoted market prices and discounted future cash flows based on the Company's 
incremental borrowing rates for similar types of borrowing arrangements. 
46 
 Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS 
To the Stockholders and Board of Directors 
Northwest Airlines Corporation 
We have audited the accompanying consolidated balance sheets of Northwest Airlines Corporation as 
of December 31, 2003 and 2002, and the related consolidated statements of operations, common 
stockholders' equity ( deficit), and cash flows for each of the three years in the period ended 
December 31, 2003. These financial statements are the responsibility of the Company's management. 
Our responsibility is to express an opinion on these financial statements based on our audits. 
We conducted our audits in accordance with auditing standards generally accepted in the United States. 
Those standards require that we plan and perform the audit to obtain reasonable assurance about 
whether the financial statements are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also 
includes assessing the accounting principles used and significant estimates made by management, as 
well as evaluating the overall financial statement presentation. We believe that our audits provide a 
reasonable basis for our opinion. 
In our opinion, the financial statements referred to above present fairly, in all material respects, the 
consolidated financial position of Northwest Airlines Corporation at December 31, 2003 and 2002, and 
the consolidated results of its operations and its cash flows for each of the three years in the period 
ended December 31, 2003, in conformity with accounting principles generally accepted in the United 
States. 
As discussed in Note 1 to the consolidated financial statements, effective January 1, 2002, the Company 
changed its method of accounting for goodwill and other intangible assets and effective January 1, 
2003, changed its method of accounting for stock-based compensation. 
Minneapolis, Minnesota 
January 23, 2004 
47 
ERNST & YOUNG LLP 
 URRENT ASSETS 
NORTHWE T AIRLINES CORPORATION 
ONSOLIDATED BALANCE SHEETS 
(In millions) 
ASSETS 
a h and ca h equi alent .......... ........ ..................... . 
Unre tri ted short-term inve tments ................ ........ ........ . 
Re tricted hort-term in e tment ................... ... ............ . 
c ount re i able Jes allowance (2003- 19; 2002-$19) ............... . 
Fliaht equipment spare part , le s allowanc (2003-$202 2002-$175) ....... . 
Deferred in com taxe ' . .... .. .. ... ................ .... .......... . 
Maint nan e and operating upplie .......................... . . .... . 
Prepaid expen e and other ............. ......... ....... ......... . 
Total current a et ..................................... . ..... . 
PROPERTY AND EQUIPMENT 
Flioht equipment ......................................... .... . . 
Le a cumulated d pr iation ... ...... ........................... . 
Other proper and equipment .................................... . 
Les accumulated d preciation .................................... . 
Total prop r and equipment ................ ................... . 
FLIGHT EQUIPMENT UNDER CAPITAL LEASES 
Flight equipment .......................... . ................... . 
Le ac umulated amortization .... ................................ . 
Total flioht equipment und r capital lea 
OTHER ASSETS 
Intangible p n ion a t ................... ... .. ................. . 
International r ut , I ac umulated amortizati n (2003-$333; 2002-$333) .. 
In e tm nt in affiliated companie ..................... . ... . ....... . 
Other ..... ............. . .......... ......................... . 
T< tal ther a set" ............................................ . 
Total As et ... . .... ... .. . ........ ............................. . 
December 31 
2003 2002 
$ 1,608 $ 2,097 
1,149 
126 100 
478 663 
174 230 
146 105 
80 79 
221 236 
3,982 3,510 
8,833 8,031 
2,135 2,046 
6,698 5,985 
1,681 1,946 
956 900 
725 1 046 
7,423 7,031 
418 464 
168 175 
250 289 
750 857 
634 634 
67 255 
1,048 713 
2,499 2,459 
$14,154 $13,289 
Th a,, mpan 1m 
not are an inte 
0 
ral part f th e con olidated financial tat m nt . 
4 
 NORTHWEST AIRLINES CORPORATION 
CONSOLIDATED BALANCE SHEETS 
(In millions, except share data) 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) 
CURRENT LIABILITIES 
Air traffic liability . ..... ..... . .. .. . .. . . . . ....... .... . .. ..... ... . 
Accrued compensation and benefits ................................ . 
Accounts payable ... ..... ......... .. . .. ... . .. ...... ..... .. ..... . 
Collections a agent ........ ....... .......... . ...... ......... . .. . 
Accrued aircraft rent ...... ....... . . ....... ... ...... .... . ....... . 
Other accrued liabilities ... ... .. ..... ........ .. . . ...... .... ...... . 
Current maturities of long-term debt ...... .. ....... .... . . ..... ..... . 
Current obligation under capital leases ... ..... ... . .. ... ... .. . ...... . 
Total current liabilitie ........................................ . 
LONG-TERM DEBT . ............................................ . 
LONG-TERM OBLIGATIONS UNDER CAPITAL LEASES 
DEFERRED CREDITS AND OTHER LIABILITIES 
Long-term pension and po tretirement health care benefit ............... . 
Deferred income taxes .. . ..... ..... ..... . .............. ... ...... . 
Mandatorily Redeemable Security-Note 5 ........................... . 
Other ....................................... . .. ...... .... .. . 
Total deferred credits and other liabilities .. .... ... ... .... .... ..... . . 
PREFERRED REDEEMABLE STOCK ..... . ................. . ....... . 
COMMITMENTS AND CONTINGENCIES 
COMMON STOCKHOLDERS' EQUITY (DEFICIT) 
Common stock, $.01 par value; har s authorized-315,000,000; share issued 
(2003-110,868,937; 2002-110,799,943) .................. . ... ...... . 
Additional paid-in capital ........................................ . 
Accumulated deficit ..... ... ............ ... ..... ......... ....... . 
Accumulated other comprehensive income (loss) ....................... . 
Treasury stock (2003-24,862,782 hares; 2002-24,999,959 share ) .......... . 
Total common stockholder ' equity ( deficit) ........ .. .... .. .... . .... . 
Total Liabilities and Stockholders' Equity (Deficit) ...... .. ... ... .. ... .... . 
December 31 
2003 2002 
$ 1,272 $ 1216 
950 1,173 
540 652 
111 131 
268 261 
405 493 
668 281 
65 65 
4,279 4 272 
7,198 6,250 
354 386 
3,228 3,050 
146 135 
553 
724 679 
4,098 4,417 
236 226 
1 1 
1,460 1,455 
(1,083) (1,316) 
(1,340) (1,347) 
(1,049) (1,055) 
(2,011) (2,262) 
$14,154 $13,289 
The accompanying note are an integral part of these consolidated financial statement . 
49 
 NORTHWEST AIRLINES CORPORATION 
CONSOLIDATED STATEMENTS OF OPERATIONS 
(In millions, except per share amounts) 
Year Ended December 31 
OPERATING REVENUES 
Passenger ............ . .......... ............. ......... . 
Cargo ............................................... . 
Other ............................................... . 
Total operating revenues 
OPERATING EXPENSES 
Salaries, wages and benefits ............................... . 
Aircraft fuel and taxes ................................... . 
Selling and marketing .................................... . 
Depreciation and amortization ............................. . 
Other rentals and landing fees .............................. . 
Aircraft rentals ......................................... . 
Aircraft maintenance materials and repairs .................... . 
Other ............................................... . 
Total operating expenses ................................ . 
OPERATING INCOME (LOSS) .............................. . 
OTHER INCOME (EXPENSE) 
U.S. Government appropriations ............................ . 
Interest expense ........................................ . 
Interest capitalized .......................... . ........ ... . 
Interest of mandatorily redeemable security holder ............... . 
Investment income ................................. . .... . 
Earnings of affiliated companies ............................ . 
Other, net ............................................ . 
Total other income (expense) .......... ................... . 
INCOME (LOSS) BEFORE INCOME TAXES ................... . 
Income tax expense (benefit) ............................... . 
NET INCOME (LOSS) ............................... . .... . 
Preferred stock requirements ............................... . 
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS .. 
EARNINGS (LOSS) PER COMMON SHARE: 
Basic .............................................. . 
Diluted ............................................. . 
2003 
$7,936 
752 
822 
9,510 
3,905 
1,554 
709 
586 
569 
481 
474 
1,497 
9,775 
(265) 
209 
(475) 
10 
(25) 
43 
18 
703 
483 
218 
(30) 
248 
(12) 
$ 236 
$ 2.75 
$ 2.74 
2002 
$ 8,025 
735 
729 
9,489 
3,878 
1,439 
803 
903 
576 
460 
576 
1,700 
10,335 
(846) 
(27) 
(427) 
25 
(25) 
46 
37 
(3) 
(374) 
(1,220) 
(422) 
(798) 
$ (798) 
$ (9.32) 
$ (9.32) 
The accompanying notes are an integral part of the e consolidated financial statement . 
50 
2001 
$ 8,417 
720 
768 
9,905 
3,963 
1,727 
1,004 
690 
533 
447 
669 
1,740 
10,773 
- - 
(868) 
461 
(369) 
29 
(25) 
66 
(5) 
41 
198 
(670) 
(247) 
(423) 
(1) 
$ (424) 
$ (5.03) 
$ (5.03) 
 NORTHWEST AIRLINES CORPORATION 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(In millions) 
CASH FLOWS FROM OPERATING ACTMTIES 
Net income (loss) ....................... ................. ... .. . 
Adjustments to reconcile net income (loss) to net cash provided by operating 
activities: 
Depreciation and amortization . ....... . . .............. .......... . 
Income tax expense (benefit) ................................... . 
Net receipts (payments) of income taxes .... ..... . .. ...... .......... . 
Pension and other postretirement benefit contributions less than expense ..... . 
Sale proceeds of frequent flyer miles less than revenue . ........ . . . ...... . 
Net loss (earnings) of affiliates ..... . . ...... .... ......... .. .. . ... . 
Net loss (gain) on disposition of property, equipment and other .. .......... . 
Other, net ..................... ........... ........ ... .. ... . 
Changes in certain assets and liabilities: 
Decrease (increase) in accounts receivable .... .................. ... . 
Decrease (increase) in flight equipment spare parts ......... .......... . 
Decrease (increase) in supplies, prepaid expenses and other ... . ... .. .. .. . 
Increase (decrease) in air traffic liability . ... ............ . ... ...... . 
Increase (decrease) in accounts payable ........................... . 
Increase (decrease) in other liabilities ............................ . 
Increase (decrease) in accrued liabilities .... ....... . ..... .. ... .... . 
Net cash provided by (used in) operating activities ....... ........... . 
CASH FLOWS FROM INVESTING ACTMTIES 
Capital expenditures ...... .. .... .... ......... .......... . ....... . 
Purchases of short-term investments ..... .......... . .. .............. . 
Proceeds from sales of short-term investments ......................... . 
Proceeds from sale of property, equipment and other assets . ............... . 
Investments in affiliated companies and other, net ....................... . 
Net cash used in investing activities ............... .. .... ....... . 
CASH FLOWS FROM FINANCING ACTMTIES 
Payment of long-term debt ....................................... . 
Payment of capital lease obligations .... .. . . . .... ............... .... . 
Payment of short-term borrowings .. . ... .... ........................ . 
Proceeds from long-term debt .................. . ...... .. ...... . .. . 
Proceeds from short-term borrowings ............................... . 
Proceeds from sale and leaseback transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 
Other, net ........... . ...... . ........ ... ............ ..... ... . 
Net cash provided by financing activities ......................... . 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ............. . 
Cash and cash equivalents at beginning of period ......................... . 
Cash and cash equivalents at end of period ........... . ......... . .. ..... . 
Available to be borrowed under credit facilities .......................... . 
Cash and cash equivalents and unrestricted short-term investments at end of period 
Supplemental Cash Flow Information: 
Interest paid ................................................ . 
Investing and Financing Activities Not Affecting Cash: 
Manufacturer financing of aircraft and aircraft predelivery deposits . . . . . . . . . . . . 
Year Ended December 31 
2003 2002 2001 
$ 248 $ (798) $ ( 423) 
586 903 690 
(30) (422) (247) 
215 122 (24) 
90 139 189 
6 (5) (48) 
(18) (37) 5 
(708) 41 (19) 
14 88 124 
(20) (38) 102 
31 (14) 8 
25 (68) 79 
50 (54) 16 
(103) (17) 91 
(1) (164) 220 
(10) 40 __Q__!2) 
- - - 
375 (284) 646 
(1,123) (1,588) (1,253) 
(1,480) (334) (205) 
325 391 135 
615 15 602 
(122) (36) (9) 
(1,785) (1,552) (730) 
(301) (201) (152) 
(49) (58) (65) 
(14) (2) (1,261) 
1,359 1,740 2,102 
1,245 
136 84 
(74) ~ ) ~ ) 
921 1,421 1,903 
- - - 
(489) (415) 1,819 
2,097 2,512 693 
- - 
$ 1,608 $ 2,097 $2,512 
- - - 
$ 1 $ 1 $ 
2,757 2,097 2,512 
448 421 307 
290 (11) (21) 
The accompanying notes are an integral part of these consolidated financial statements. 
51 
 NORTHWEST AIRLINES CORPORATION 
CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY (DEFICIT) 
(In millions) 
Accumulated 
Common Stock Additional Other 
Paid-In Accumulated Comprehensive Treasury 
Shares Amount Capital Deficit Income (Loss) Stock Total 
Balance January 1, 2001 . . . . . . . . . . . . . . . . 110.1 
Net loss ......................... . 
Other comprehensive income 
Foreign Currency (net of $5 million of tax) .. 
Deferred gain/loss from hedging activities (net 
of $1 million of tax) ............... . 
Unrealized gain/loss on investments (net of 
$11 miUion of tax) ................ . 
Minimum pension liability adjustments (net of 
$166 million of tax) ............... . 
Total ........................... . 
Accretion of Series C Preferred Stock . . . . 
Series C Preferred Stock converted to Common 
Stock ......................... . 
Common Stock held in rabbi trusts . . . . . . . . . 
Other ....... . . . ........... ...... . 
0.2 
Balance December 31, 2001 . . . . . . . . . . . . . . 110.3 
Net loss ......................... . 
Other comprehensive income 
Foreign Currency (net of $4 million of tax) .. 
Deferred gain/loss from hedging activities (net 
of $5 million of tax) ... . . ......... . . 
Minimum pension liability adjustments (net of 
$592 million of tax) ............... . 
Total ........................... . 
Series C Preferred Stock converted to Common 
Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 
Common Stock held in rabbi trusts . . . . . . . . . 
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.4 
Balance December 31, 2002 . . . . . . . . . . . . . . 110.8 
Net income ....................... . 
Other comprehensive income 
Foreign Currency (net of $17 million of tax) .. 
Deferred gain/loss from hedging activities (net 
of $20 million of tax) .... .......... . 
Unrealized gain/loss on investments ...... . 
Minimum pension liability adjustments (net of 
$7 million of tax) ................ . 
Total ............. ....... ....... . 
Series C Preferred Stock converted to Common 
Stock .... . . ..... ....... . ... . .. . 
Step-up in basis of Orbitz Investment ...... . 
$225 million Convertible Debt call spread 
Preferred Series C dividends accrued . . . . . . . . 
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 
Balance December 31, 2003 . . . . . . . . . . . . . . 110.9 
$1 
1 
$1 
$1,459 
6 
(16) 
2 
1,451 
1 
(3) 
6 
1,455 
2 
11 
(10) 
2 
$1,460 
$ (94) 
(423) 
(1) 
(518) 
(798) 
(1,316) 
248 
(12) 
(3) 
$(1,083) 
$ (5) 
9 
(2) 
(20) 
(287) 
(305) 
(7) 
(9) 
(1,026) 
(1,347) 
30 
(35) 
(1) 
13 
$(1,340) 
$(1,130) $ 231 
(423) 
70 
(1,060) 
9 
(2) 
(20) 
(287) 
(723) 
(1) 
6 
54 
2 
( 431) 
(798) 
(7) 
(9) 
(1,026) 
(1,840) 
5 2 
6 
(1,055) (2,262) 
248 
30 
(35) 
(1) 
13 
255 
2 
11 
(10) 
(12) 
6 5 
$(1,049) $(2,011) 
The accompanying notes are an integral part of these consolidated financial statements. 
52 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
Note 1-Summary of Significant Accounting Policies 
Business: Northwest's operations account for approximately 9 % of the Company's con olidated 
operating revenues and expenses. Northwest is a major air carrier engaged principally in the 
commercial transportation of passengers and cargo, directly serving more than 158 citie in 24 countries 
in North America, Asia and Europe. Northwests global airline network includes domestic hub at 
Detroit, Minneapolis/St. Paul and Memphis, an extensive Pacific route y tern with a hub in Tokyo, a 
trans-Atlantic alliance with KLM, which operates through a hub in Amsterdam, a domestic and 
international alliance with Continental and Delta, exclusive marketing agre ment with two dom tic 
regional carriers: Pinnacle Airlines and Mesaba, both of which operate as Northwest Airlink; and a 
cargo business that includes a dedicated fleet of 12 freighter aircraft that operate through hub in 
Anchorage and Tokyo. 
Basis of Consolidation: NWA Corp. is a holding company who e principal indirect operating 
subsidiary is Northwest. The consolidated financial statements include the account of NWA Corp. and 
all consolidated subsidiaries. All significant intercompany transactions have b en eliminated. 
Investments in 20% to 50% owned companies, as well as Pinnacle Airlines and Orbitz, are accounted 
for by the equity method. Other investments are accounted for by the cost method. 
Certain prior year amounts have been reclassified to conform to the current year financial 
statement presentation. 
Flight Equipment Spare Parts: Flight equipment spare parts are carried at lower of average cost or 
market and are expensed when consumed in operations. An allowance for depreciation i provided at 
rates that depreciate cost, less residual value, over the e timated useful lives of the related aircraft. 
Inventory sales at amounts greater or less than their carried values are recorded in a re erve account 
and therefore do not generate gain or loss recognition for income statement purposes. 
Property, Equipment and Depreciation: Owned property and equipment are stated at cost. Property 
and equipment acquired under capital leases are stated at the lower of the present value of minimum 
lease payments or fair market value at the inception of the lease. Property and equipment are 
depreciated to residual values using the straight-line method over the estimated useful lives of the 
assets, which generally range from four to 25 years for flight equipment and three to 32 years for other 
property and equipment. Leasehold improvements are generally amortized over the remaining period 
of the lease or the estimated service life of the related asset, whichever is less. Property and equipment 
under capital leases are amortized over the lease terms or the estimated useful lives of the assets. 
The Company accounts for certain airport leases under the EITF Issue No. 99-13, Application of 
EITF Issue No. 97-10, The Effect of Lessee Involvement in Asset Construction, and FASB Interpretation 
No. 23, Leases of Certain Property Owned by a Governmental Unit or Authority, to Entities that Enter into 
Leases with Governmental Entities, which requires the financing related to certain guaranteed airport 
construction projects committed to after September 23, 1999, be recorded on the balance sheet. 
Capitalized expenditures of $210 million at December 31, 2003, are recorded in other property and 
equipment, with the corresponding obligations included in long-term obligations under capital leases, 
and relate to airport improvements at Minneapolis-St. Paul, Memphis Knoxville and Seattle. 
Airframe and Engine Maintenance: Routine maintenance, airframe and engine overhauls are 
charged to expense as incurred, except engine overhaul costs covered by third-party maintenance 
agreements, which are accrued on the basi of hours flown. Modification that enhance the op rating 
performance or extend the useful lives of airframes or engines are capitalized and amortized over the 
remaining estimated useful life of the asset. 
53 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note I-Summary of Significant Accounting Policies (Continued) 
International Routes and Goodwill: The Company's international routes result from the U.S.-Japan 
bilateral aviation agreement, which establishes rights to carry traffic between Japan and the U.S., and 
extensive "fifth freedom" rights from Japan to India, the South Pacific and other Asian destinations. 
"Fifth freedom" rights allow Northwest to operate service from any gateway in Japan to points beyond 
Japan and cany Japanese originating passengers. These rights have no termination date, and the 
Company ha the supporting infrastructure ( airport gates, slots and terminal facility leases) in place to 
operate air service to Japan from its U.S. hub and gateway airports indefinitely. Through the end of 
2001, the international routes and goodwill were amortized on a straight-line basis over 40 years. 
In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 
requires that companies test goodwill and indefinite lived intangible assets for impairment on an annual 
basi rather than amortize such assets. The Company adopted SFAS No. 142 on January 1, 2002, and as 
a result no longer amortizes its international routes and goodwill. 
In 2003, an independent third party appraisal was conducted for the Company's annual impairment 
test of its international routes and found the fair value to be in excess of the carrying value. 
The following table presents net income (loss) and earnings (loss) per share for comparable 
periods in 2003, 2002 and 2001 adjusted for amortization of goodwill and indefinite lived intangible 
assets. These amounts are not tax effected since these expenses were not deductible for tax purposes: 
Twelve Months Ended 
December 31, 
2003 2002 2001 
(In millions, except per 
share amounts) 
Reported net income (loss) applicable to common 
shareholders ................................ . $236 $ (798) $ ( 424) 
Goodwill amortization ........................... . 1 
International route amortization .. ........... . .... . . 23 
- - 
Adjusted net income (loss) ....................... . $ 236 $ (798) $ ( 400) 
Basic earnings per share: 
Reported earnings (loss) per common share .. . ........ . $2.75 $(9.32) $(5.03) 
Goodwill amortization ........................... . 0.01 
International route amortization ................... . 0.28 
- - 
Adjusted basic earnings (loss) per share .............. . $2.75 $(9.32) $( 4.74) 
Diluted earnings per share: (1) 
Reported earnings (loss) per common share ........... . $2.74 $(9.32) $(5.03) 
Goodwill amortization ....................... ... . . 0.01 
International route amortization .. .. .. ......... .... . 0.28 
- - 
Adjusted diluted earnings (loss) per share ............ . $2.74 $(9.32) $( 4.74) 
(1) For the twelve months ended December 31, 2002 and 2001, no incremental shares related to 
dilutive ecuritie were used to calculate diluted earnings per share because of the anti-dilutive 
impact caused by inclusion of such securities. See Note 2-Earnings (Loss) Per Share Data, for 
additional information regarding earnings (loss) per share. 
54 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note I-Summary of Significant Accounting Policies (Continued) 
Impairment of Long-Lived Assets: The Company evaluates long-lived assets for potential 
impairments in compliance with SPAS No. 144, Accounting for the Impairment or Disposal of Long-Lived 
Assets. The Company records impairment losses on long-lived assets when events and circumstances 
indicate the assets might be impaired and the undiscounted cash flows estimated to be generated by 
those assets are less than their carrying amounts. Impairment losses are measured by comparing the 
fair value of the assets to their carrying amounts. In determining the need to record impairment 
charges, the Company is required to make certain estimates regarding such things as the current fair 
market value of the assets and future net cash flows to be generated by the assets. The current fair 
market value is determined by independent appraisal, and the future net cash flows are based on 
assumptions such as asset utilization, expected remaining useful lives, future market trends and 
projected salvage values. Impairment charges are recorded in depreciation and amortization expense on 
the Company's Consolidated Statements of Operations. If there are subsequent changes in these 
estimates, or if actual results differ from these estimates, such changes could impact the Consolidated 
Financial Statements. 
In June 2003, the Company recorded an aircraft impairment of $21 million as additional 
depreciation expense, primarily for Boeing 727-200 aircraft used in charter operations. In 
December 2003, the Company recorded an impairment charge of $213 million as other expense, which 
related to foreign real property that no longer secures certain debt obligations. See Note 5- 
Mandatorily Redeemable Security, for additional information regarding impairment of foreign real 
property. 
In December 2002, the Company revised its fleet plan, accelerating the retirement of nine Boeing 
747-200 and 13 DCl0-30 aircraft. The Company recorded non-cash impairment charges of $352 million 
to reflect reductions in the estimated market values of certain aircraft, engines and related inventory in 
the fourth quarter of 2002. These charges consisted of $294 million related to the aircraft, $23 million 
to spare engines, and $35 million to related inventory. 
In the third and fourth quarters of 2001, the Company recorded non-cash impairment charges of 
$161 million to reflect reductions in the estimated market values of certain aircraft and related 
inventory due to reduced demand resulting from the events of September 11, 2001 and a weakened 
economy. The impairment charges consisted of a $96 million write-down to the estimated market value 
of 25 Boeing 727 aircraft and five Boeing 747 freighter aircraft. The remaining $65 million of 
impairment charges related to seven non-operating aircraft that had been stored for future sale, two 
DC9 aircraft and three Boeing 727 aircraft retired during 2001, and four Boeing 747-200 aircraft retired 
or scheduled to be retired by 2004. These impairment charges included $9 million to write-down 
related spare parts to their estimated fair market value. 
Frequent Flyer Program: The estimated incremental cost of providing travel awards earned under 
Northwest's WorldPerks frequent flyer program is accrued and included in the accompanying 
consolidated balance sheets as a component of air traffic liability. The Company also sells mileage 
credits to participating companies in its frequent flyer program. A portion of such revenue is deferred 
and amortized as transportation is provided. 
Operating Revenues: Passenger and cargo revenues are recognized when the transportation is 
provided or the ticket expires unused. The main component of air traffic liability represents the 
estimated value of sold but unused tickets and is regularly evaluated by the Company. Other revenues 
include MLT, transportation fees and charter revenues, and are recognized when the service or 
transportation is provided. 
55 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 1-Summary of Significant Accounting Policies (Continued) 
Advertising: Advertising costs, included in selling and marketing expenses, are expensed as 
incurred and were $82 million, $93 million and $98 million in 2003, 2002, and 2001, re pectively. 
Employee Stock Options: As of December 31, 2003, the Company has stock option plans for 
officers and key employees of the Company. See Note 7-Stock Options, for additional discussion of 
tock option . The Company historically accounted for tho e plans under the recognition and 
measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to 
Employees, and related interpretations. Effective January 1, 2003, the Company adopted the fair value 
method of recording stock-based employee compensation prescribed by SFAS No. 123 and accounted 
for this change in accounting principle using the "prospective method" as described by SFAS No. 148. 
All employee stock option grants made on or after January 1, 2003 are recorded as compensation 
expense over the vesting period based on the fair value at the date the stock-based compensation is 
granted. Prior to January 1, 2003, no stock-based employee compensation expense related to options 
was reflected in the consolidated statement of operations, as all options granted in 2002 or before have 
an exercise price equal to the market value of the underlying common stock on the date of grant. 
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation- 
T,-ansition and Disclosure, an amendment of FASB Statement No. 123. SFAS No. 148 amends SFAS 
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for 
companies that voluntarily change to the fair value based method of accounting for stock-based 
compensation. It also amends the disclosure requirements of SFAS No. 123 to require prominent 
disclosures in both annual and quarterly financial statements regarding the method of accounting for 
stock-based employee compensation and the effect of the method used on reported results. The 
following table illustrates the effect on net income (loss) and earnings (loss) per common share as if 
the fair value ba ed method had been applied to all outstanding option awards rather than only those 
granted since January 1, 2003. Awards under the Company's plans vest over periods ranging from three 
to five year . 
Twelve months ended 
December 31 
2003 2002 2001 
(In millions except per 
share amounts) 
Net income (loss) applicable to common shareholders, as reported ........ . $ 236 $ (798) $ (424) 
Add: Stock-based employee compensation expense included in reported net 
income (lo ), net of tax effect(l) .............................. . 19 3 3 
Deduct: Total stock-based employee compensation expense determined under 
a fair alue based method for all awards, net of tax(l) ............... . (20) ~ ) ~ ) 
Pro forma net income (loss) applicable to common shareholder ......... . $ 235 $ (807) $ ( 433) 
Earnings (loss) per share: 
Ba ic-as reported ......................................... . $2.75 $(9.32) $(5.03) 
Basic-pro forma .......................................... . $2.74 $(9.43) $(5.14) 
Diluted-a reported ....................................... . $2.74 $(9.32) $(5.03) 
Diluted-proforma ........................................ . $2.73 $(9.43) $(5.14) 
(1) A de cribed below in Note 9-Income Taxe , the Company i not presently recording additional 
tax benefit or provi ions due to it net deferred tax as et position and recent history of losse ; 
therefore, the Company did not include any tax effect related to the 2003 amounts shown. 
56 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note I-Summary of Significant Accounting Policies (Continued) 
New A ccounting Standards: In December 2003, the FASB revised SFAS No. 132, Employers' 
Disclosures about Pensions and Other Postretirement Benefits. This revision requires disclosures in 
addition to those in the original statement about the assets, obligations, cash flows, and net periodic 
benefit costs of defined benefit pension plans and other defined benefit postretirement plans. The 
Company has adopted the provisions of this revised statement as of December 31, 2003, and has 
included the required disclosures in these footnotes. 
The Medicare Prescription Drug, Improvement and Modernization Act of 2003 was passed by 
Congress and signed into law on December 8, 2003. The Act establishes a voluntary prescription drug 
benefit beginning January 1, 2006. The Act also provides for the government to pay a special subsidy 
equal to 28% of a retiree's covered prescription drug expense between $250 and $5,000 (adjusted 
annually by the percentage increase in Medicare per capita prescription drug costs), to employers who 
sponsor retiree prescription drug plans. In accordance with FASB Staff Position 106-1, the Company 
has elected to defer including the effects of the Act in any measures of accumulated postretirement 
benefit obligations (APBO) and net periodic postretirement benefit costs reflected in the current 
financial statements and accompanying notes. Specific authoritative guidance on the accounting for the 
federal subsidy is pending and that guidance, when issued, could require the Company to change 
previously reported information. The Company estimates that the Act will not have a material impact 
on postretirement liabilities and benefit costs. 
In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest Entities. FIN 46 
requires companies to determine whether a financing or other arrangement constitutes a "variable 
interest entity". If a company concludes that such an arrangement is a variable interest entity, the 
company must then evaluate whether it is the primary beneficiary. The primary beneficiary of a variable 
interest entity is required to consolidate the entity for financial statement purposes. Variable interest 
entities are those that: (1) have insufficient equity investment at risk to finance their activities without 
additional subordinated support, or (2) lack essential characteristics of a controlling financial interest 
including, among others, the obligation to absorb expected losses, or the right to receive expected 
residual returns, of the entity. The primary beneficiary is the enterprise that is obligated to absorb the 
expected losses or has a right to receive the expected residual returns. FIN 46 was effective 
immediately for variable interest entities created, or in which the Company obtains an interest, after 
January 31, 2003. For all variable interest entities created on or before January 31, 2003, the FASB 
recently delayed the effective date of the provisions until the quarter ending December 31, 2003, but 
encouraged early adoption. The Company has adopted the provisions of FIN 46 as of July 1, 2003 for 
all variable interests based on current guidance provided by the FASB. 
The Company formerly consolidated a financing entity that issued a preferred security previously 
classified on the Company's consolidated financial statements as Mandatorily Redeemable Preferred 
Security ("MRPS"). See Note 5-Mandatorily Redeemable Security, for additional information 
regarding this security. This subsidiary is a variable interest entity under the provisions of FIN 46, but 
the Company is not the primary beneficiary. Accordingly, as of July 1, 2003, the Company no longer 
consolidated the subsidiary but an amount equal to the MRPS ($553 million as of December 31, 2002), 
representing the Company's non-recourse obligation to the subsidiary, was recorded as Mandatorily 
Redeemable Security in the liability section of the Company's consolidated balance sheets. As a result 
of the Company purchasing the entity that holds the MRPS during the December 2003 quarter, the 
MRPS is no longer a liability on the consolidated balance sheets. 
57 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note I-Summary of Significant Accounting Policies (Continued) 
The Company has examined its other financing arrangements potentially impacted by the 
provision of FIN 46 and has concluded that no additional arrangements of a material nature require 
consolidation. In its report on Form 10-Q for the quarter ended June 30, 2003, the Company described 
its preliminary conclusions regarding four aircraft leases that have historically been accounted for as 
operating leases for book purposes but as a loan for tax purposes. Based on an examination of the 
provision of FIN 46 at that time, the Company reported that it would begin accounting for these 
leases as capital leases for book purposes and record a cumulative effect charge associated with this 
change in the quarter ending September 30, 2003. Subsequent interpretive guidance by the FASB has 
resulted in a determination by the Company that the lessor is not a variable interest entity under the 
provi ions of FIN 46. Therefore, the Company will not consolidate these aircraft leases and will 
continue to account for them as operating leases. 
In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial Instruments with 
Characte,istics of both Liabilities and Equity. SFAS 150 establishes standards for how a company 
classifies and measures certain financial instruments and specifies that some financing arrangements 
with characteristics of both liabilities and equity must be classified as liabilities. Among the 
requirements of SFAS 150 is that all "Mandatorily Redeemable" securities be classified as liabilities. In 
the absence of applying FIN 46, this would have resulted in the Company reclassifying the Mandatorily 
Redeemable security described above to a liability. Given the effects of FIN 46, however, the equivalent 
result already applied. The Company adopted SFAS 150 on July 1, 2003 and anticipates that this 
standard will have no other material impact on the Company's financial statements. 
In June 2002 the FASB issued SFAS No. 146, Accounting for Costs Associated with Disposal or Exit 
Activities. SFAS No. 146 requires that a liability for a cost associated with exit or disposal activities be 
recognized when the liability is incurred, rather than when an entity commits to an exit plan. The 
Company adopted SFAS No. 146 on January 1, 2003. This new statement changed the timing of liability 
and expense recognition related to exit or disposal activities, but not the ultimate amount of such 
expenses. 
In November 2002 the FASB issued FIN 45, Guarantor's Accounting and Disclosure Requirements 
for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires certain 
guarantees to be recorded at fair value and to provide additional disclosures about each guarantee, or 
each group of similar guarantees. The Company adopted the disclosure provisions of FIN 45 as of 
December 31 2002, and adopted the initial recognition and measurement provisions for all guarantees 
issued or modified after December 31, 2002. See Note 11-Contingencies, for the Company's 
disclosures concerning its guarantor obligations. 
Forei0 n Cun-ency: Assets and liabilities denominated in foreign currency are remeasured at 
current exchange rates with resulting gains and losses generally included in net income. The 
Mandatorily Redeemable Security and other assets and liabilities associated with certain properties 
located outside of the U.S. whose cash flows are primarily in the local functional currency are 
tran lated at current exchange rates, with translation gains and losses recorded directly to accumulated 
other comprehen ive income (loss), a component of common stockholders' equity (deficit). See 
ote 5-Mandatorily Redeemable Security, for additional information regarding assets and liabilities 
denominated in foreign currency. 
Income Taxe : The Company accounts for income taxes utilizing the liability method. Deferred 
income taxe are primarily recorded to reflect the tax consequences of differences between the tax and 
financial reporting ba e of a sets and liabilities. 
58 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 1-Summary of Significant Accounting Policies (Continued) 
Use of Estimates: The preparation of consolidated financial tatements in conformity with 
generally accepted accounting principles requires management to make estimates and a umption that 
affect the amounts reported in its consolidated financial tatement and accompanying notes. Actual 
results could differ from those estimates. 
Note 2-Earnings (Loss) Per Share Data 
The following table sets forth the computation of basic and diluted earnings (loss) p r common 
share for the years ended December 31: 
2003 2002 2001 
(In million , except share data) 
Numerator: 
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 248 $ 
Preferred stock requirements . . . . . . . . . . . . . . . . . . . . . . (12) 
Net income (loss) applicable to common stockholder . . . . $ 236 $ 
==== 
Denominator: 
Weighted-average shares outstanding for basic earnings 
(loss) per share ... ................... .. ...... 85,889,584 
Effect of dilutive securities: 
Shares held in non-qualified rabbi trusts ...... .. . ... 3,033 
Employee stock options and unvested restricted shares .. 471,192 
Adjusted weighted-average shares outstanding and 
assumed conversions for diluted earnings (loss) per 
share ...................................... 86,363,809 
Basic Earnings (loss) per common share: 
Net income (loss) before preferred stock requirements ... $ 2.89 $ 
Preferred stock requirements ... ................ ... (0.14) 
Net income (loss) applicable to common shareholders .... $ 2.75 $ 
Diluted Earnings (loss) per common share: 
Net income (loss) before preferred stock requirements ... $ 2.87 $ 
Preferred stock requirements ...... ........ ........ (0.13) 
Net income (loss) applicable to common shareholders ... . $ 2.74 $ 
(798) $ (423) 
(1) 
(798) $ ( 424) 
==== 
85 655,786 84,280,222 
85,655,7 6 84,280 222 
(9.32) $ (5.02) 
(0.01) 
(9.32) $ (5.03) 
(9.32) $ (5.02) 
(0.01) 
(9.32) $ (5.03) 
For the twelve months ended December 31, 2003, the Series C Preferred Stock was excluded from 
the effect of dilutive securities as a result of the stated intent of the parties to ettle the Series C 
Preferred Stock with cash rather than by the Company issuing additional common stock. See Note 6- 
Redeemable Preferred and Common Stock, to these Condensed Con olidated Financial Statements for 
additional discussion of the Company's Series C Preferred Stock. 
For the twelve months ended December 31, 2002 and 2001, 6,926,103 and 7 921,443 incremental 
shares related to dilutive securities, respectively, were not included in the diluted earnings per share 
calculation because the Company reported a net loss for these periods. Incremental shares relat d to 
dilutive securities have an anti-dilutive impact on earning per hare when a net loss is reported and 
therefore are not included in the calculation. 
59 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 2-Earnings (Loss) Per Share Data (Continued) 
The dilutive securities described above do not include 1,232,128 employee stock options as of 
December 31, 2003, because the exercise prices of these options are greater than the average market 
price of the common stock for the respective periods. The dilutive securities described above do not 
include any of the 11,589,438 and 12,152,812 employee stock options outstanding as of December 31, 
2002 and 2001, respectively, because the Company reported a net loss for these periods. 
Note 3-Long-Term Debt and Short-Term Borrowings 
Long-term debt as of December 31 consisted of the following (with interest rates as of 
December 31, 2003): 
2003 2002 
(in millions) 
Aircraft enhanced equipment trust certificates due through 2022, 6.0% weighted- 
average rate(a) ............... . ................................. . $2,590 $1,988 
Aircraft secured loans due through 2023, 3.6% weighted-average rate(b) ......... . 1,782 1,368 
Bank Revolving Credit Facilities due 2005, 4.4%(c) ..................... . .. . 962 962 
Other secured notes due through 2020, 5.0% weighted-average rate . . ...... .... . 569 562 
Other secured debt ......... .. ................... . ...... .. .... . . . .. . 51 56 
Total secured debt ................................................ . 5,954 4,936 
Unsecured notes due 2004 through 2039, 8.7% weighted-average rate ......... . . . 1,533 1,591 
Convertible unsecured notes due through 2023, 7.2% weighted-average rate( d) .... . 375 
Other unsecured debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4 
- - 
Total unsecured debt ........... .. ............... . .. . .............. . 1,912 1,595 
Less current maturities ...................... . ........... . ........ . 668 281 
- - - - 
Total Long-term debt .............................................. . $7,198 $6,250 
(a) At December 31, 2003, the $2.59 billion of equipment notes underlying the pass-through trust 
certificates issued for 102 aircraft are direct obligations of Northwest. Interest on the pass-through 
trust certificates is payable semi-annually or quarterly. This amount includes $64 million of newly 
issued Class D certificates issued in an exchange offer for unsecured debt due in 2004, 2005 and 
2006. 
On December 9, 2003, Northwest completed an offer to exchange notes due in 2004, 2005 and 
2006, with interest rates ranging from 7.625% to 8.875%, for new 10.5% Class D Certificates 
representing a fractional undivided interest in the assets of a pass-through trust. The trust's assets 
consist of interests in $551.8 million principal amount of notes primarily secured by aircraft 
financed under five series of Northwest pass-through trust certificates previously issued. Holders 
tendered approximately $59 million of old notes for $64 million of Class D Certificates. 
The exchange was accounted for as an extinguishment of debt under generally accepted accounting 
principles, with the Company recording an associated loss because the cash flows of the new debt 
instrument are greater than 110 percent of the original instruments' remaining cash flows. The loss 
recognized in the Consolidated Statement of Operations due to this exchange offer approximated 
$5 million. 
60 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 3-Long-Term Debt and Short-Term Borrowings (Continued) 
(b) In addition to the aircraft financed using enhanced equipment tru t certificate as described in 
(a) above, the Company also took delivery of two Airbus A330, two Airbus A320, two Airbus 
A319, and five Boeing 757-300 aircraft during the twelve months ended December 31, 2003, u ing 
the proceeds of approximately $506 million of secured aircraft financings. 
( c) The Company's secured credit facilities at December 31, 2003, consisted of a $725 million 
revolving credit facility ($12 million of which has been utilized to establi h letters of credit) 
available until October 2005, and a $250 million 364-day revolving credit facility available until 
October 2004 and renewable annually at the option of the lenders; however, to the extent any 
portion of the $250 million facility is not renewed for an additional 364-day period, the Company 
may borrow up to the entire non-renewed portion of the facility and such borrowings would then 
mature in October 2005. This credit agreement is secured by the Company's Pacific route system 
and certain aircraft. On March 28, 2003, Standard & Poor's downgraded the rating on the 
Company's secured credit facilities to B+ from BB-. On April 10, 2003, Moody s downgraded the 
rating on the Company's secured credit facilities to Bl from Ba3. With the change in credit rating 
and the measurement of certain collateral tests required under the Company's credit facilities the 
interest rate applicable to borrowings under these secured credit facilities increased by 75 basi 
points. Borrowings under both revolving credit facilities pay interest at a variable rate equal to the 
three-month LIBOR plus 3.25% ( 4.37% at January 20, 2004). The credit agreement includes a 
covenant that requires the Company, beginning with the three month period ending June 30, 2004, 
to maintain at lea t a one-to-one ratio of earnings (adjusted to exclude the effects of interest, 
taxes, depreciation, amortization and aircraft rents) to fixed charges ( comprising intere t expen e 
and aircraft rents). If the Company fails to meet this fixed charges coverage ratio, borrowings 
under the credit facility could be accelerated by the banks. While the Company currently believes 
that it will satisfy this requirement, compliance with the covenant depends upon many factors that 
could impact future revenues and expenses, some of which are beyond the Company's control. 
(d) During 2003, NWA Corp. completed two offerings of $375 million aggregate principal amount of 
convertible senior notes totaling $375 million, both due in 2023. The e notes were issued to 
qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons pursuant to 
Regulation S, under the Securities Act of 1933. The first issuance of notes in May was for an 
aggregate principal amount of $150 million and bears interest at 6.625% (the "6.625% Notes"), 
which is payable in cash semi-annually through May 15, 2010. Thereafter, the principal amount of 
the notes will accrete semi-annually at a rate of 6.625% per year to maturity. The second issuance 
of notes in November was for an aggregate principal amount of $225 million and bears interest at 
7.625% (the "7.625% million Notes"), which is payable in cash semi-annually through 
November 15, 2008. Thereafter, the principal amount of the notes will accrete semi-annually at a 
rate of 7.625% per year to maturity. Each note was issued at a price of $1,000 and is convertible 
into NWA Corp. common stock. The 6.625% and the 7.625% Notes were issued with conversion 
rates of 61.8047 and 43.6681 shares per $1,000 original principal amount of notes, respectively. 
These conversion rates equate to an initial conversion price of approximately $16.18 and $22.90 
per share for the 6.625% Notes and the 7.625% Notes, respectively, subject to adjustment in 
certain circumstances. Both notes are guaranteed by Northwest. 
Holders of the notes may convert their notes only if: (i) NWA Corp.'s common stock trades above 
a specified price threshold for a specified period; (ii) the trading price for the note falls below 
certain thresholds; (iii) the notes have been called for redemption; or (iv) specific corporate 
transactions occur. NWA Corp. may elect to pay the repurchase price in cash or in hares of 
61 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 3-Long-Term Debt and Short-Term Borrowings (Continued) 
common stock, or a combination of both, subject to certain conditions. Should holders elect to 
require NWA Corp. to redeem the notes on any of the repurchase dates, it is the Company's 
pre ent intention to satisfy the requirement in cash. NWA Corp. may redeem all or some of the 
notes for cash at any time on or after May 15, 2010 for the 6.625% Notes and on or after 
November 15, 2006 for the 7.625% Notes, at a redemption price in each case equal to the accreted 
principal amount plus accrued and unpaid interest, if any, to the redemption date. 
Holders of the 6.625% Notes may require NWA Corp. to repurchase the notes on May 15, 2010, 
2013 and 2018 at a price equal to the accreted principal amount plus accrued and unpaid interest, 
if any, on the repurchase date. Holders of the 7.625% Notes may require NWA Corp. to 
repurchase the notes on November 15, 2008, 2013 and 2018 at a price equal to the accreted 
principal amount plus accrued and unpaid interest, if any, on the repurchase date. In conjunction 
with the issuance of the 7.625% Notes, NWA Corp. entered into a call spread option transaction 
that was designed to limit the Company's exposure to potential dilution from conversion of the 
7.625% Notes in the event that the market price per share of NWA Corp.'s common stock at the 
time of exercise is greater than the strike price of $22.90. This call spread option will be treated as 
an equity transaction under the EITF Issue No. 00-19, Accounting for Derivative Financial 
Instnunents Indexed to, and Potentially Settled in, a Company's Own Stock. NWA Corp. plans to use 
the net proceeds from the offerings for working capital and general corporate purposes. 
Maturities of long-term debt for the five years subsequent to December 31, 2003 are as follows (in 
millions): 
2004 2005 2006 2007 2008 Thereafter Total 
Aircraft enhanced equipment trust certificates . ..... . 
Aircraft secured loans . . . . . . . . . . . . . . . . . . . . . . . . 
Bank revolving credit facilities .... ... ........ .. . 
Other secured notes ........................ . 
Other secured debt ......................... . 
Total secured debt ............ . . .. .. ........ . 
Unsecured notes ........ . ... ............... . 
Convertible unsecured notes ................... . 
Other unsecured debt .. . .. ... ... . ........... . 
$171 $ 
91 
38 
34 
334 
332 
2 
(in millions) 
188 $187 $182 $187 
95 284 107 92 
962 
38 39 43 35 
16 1 
1,299 
188 
1 
510 332 315 
270 400 200 
1 
Total unsecured debt . . . . . . . . . . . . . . . . . . . . . . . . . 334 189 271 400 200 
- - - - - - - - - - - 
Total Long-term debt ......................... $668 $1,488 $781 $732 $515 
$1,675 
1,113 
376 
3,164 
143 
375 
518 
$3,682 
$2,590 
1,782 
962 
569 
51 
5,954 
1,533 
375 
4 
1,912 
$7,866 
Under some of the debt and lease instruments included above, agreements with the lenders 
require that the Company meet certain financial covenants, such as unrestricted cash balances, fixed 
charges coverage ratios and credit ratings. Assets having an aggregate book value of $7.7 billion at 
December 31, 2003, principally aircraft and route authorities, were pledged under various loan 
agreements, which in some cases require periodic appraisals. The Company was in compliance with the 
covenants and collateral requirements related to all of its debt and lease agreements as of 
December 31, 2003. While the Company anticipates that it will continue to satisfy the lenders with 
respect to such covenants and collateral requirements, these measures will depend upon the many 
factor affecting operating performance and the market value of assets. 
The weighted-average interest rates on short-term borrowings outstanding at December 31 were 
3.97%, 3.04% and 3.59% for 2003 2002 and 2001, respectively. 
62 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 3-Long-Term Debt and Short-Term Borrowings (Continued) 
Cash payments of interest, net of capitalized interest, aggregated $448 million, $421 million and 
$307 million in 2003, 2002 and 2001, respectively. 
Manufacturer debt financing utilized in connection with the acquisition of aircraft was 
$290 million, $25 million and $21 million in 2003, 2002 and 2001, respectively. These amounts are 
considered non-cash transactions and are therefore excluded from proceeds from long-term debt and 
capital expenditures in the Consolidated Statements of Cash Flows. These amounts are included in the 
Consolidated Balance Sheets as long-term debt and flight equipment. 
Note 4-Leases 
The Company leases under noncancelable operating leases certain aircraft, space in airport 
terminals, land and buildings at airports, ticket, sales and reservations offices, and other property and 
equipment, which expire in various years through 2032. Certain aircraft and portions of facilities are 
subleased under noncancelable operating leases expiring in various years through 2032. 
Rental expense for all operating leases for the years ended December 31 consisted of the 
following: 
Gross rental expense ............................ . 
Sublease rental income . .. ... . ...... ... ... . ....... . 
2003 2002 2001 
(in millions) 
$ 908 $ 863 $ 811 
(172) (143) (127) 
Net rental expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 736 $ 720 $ 684 
At December 31, 2003, Northwest leased 116 of the 430 aircraft it operates. Of these, 16 were 
capital leases and 100 were operating leases. Base term lease expiration dates range from 2004 to 2009 
for aircraft under capital leases, and from 2004 to 2025 for aircraft under operating leases. Northwest's 
aircraft leases can generally be renewed for terms ranging from one to eight years at rates based on the 
aircraft's fair market value at the end of the lease term. Of the 116 aircraft lease agreements, 107 
provide Northwest with purchase options during the lease, at the end of the lease, or both, on terms 
that approximate fair market value. 
63 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 4-Leases (Continued) 
At December 31, 2003, future minimum lease payments under capital leases and noncancelable 
operating leases with initial or remaining terms of more than one year were as follows: 
2004 
2005 
2006 
2007 
2008 
Thereafter 
Less sublease rental income 
Total minimum operating lease payments 
Less amounts representing interest 
Present value of future minimum capital lease 
payments 
Less current obligations under capital leases 
Long-term obligations under capital leases 
Capital 
Leases 
$ 93 
66 
52 
53 
44 
470 
- - 
778 
359 
419 
65 
- - 
$354 
Operating leases 
Aircraft Non-aircraft 
(in millions) 
$ 608 $ 163 
595 157 
602 145 
605 135 
567 122 
4,521 1,292 
7,498 2,014 
2,492 43 
- - 
$5,006 $1,971 
The above table includes operating leases for 76 aircraft operated by and subleased to Pinnacle 
Airlines, and 74 aircraft operated by and subleased to Mesaba Aviation, Inc. ("Mesaba"). Base term 
lease expiration dates for Northwest range from 2014 to 2022. These aircraft leases can generally be 
renewed by Northwest for terms ranging from one to eight years at rates based on the aircraft's fair 
market value at the end of the lease term. 
Note 5-Mandatorily Redeemable Security 
In October 1995, the Company completed a restructuring of its yen-denominated non-recourse 
obligation secured by land and buildings the Company owns in Tokyo. A newly formed consolidated 
subsidiary of the Company (the "Subsidiary") entered into a Japanese business arrangement designated 
under Japanese law as a tokumei kumiai ("TK"). Pursuant to the TK arrangement, the holder of the 
non-recourse obligation restructured such obligation and then assigned title to and ownership of such 
obligation to the Subsidiary as operator under the TK arrangement in exchange for a preferred interest 
in the profit and returns of capital from the business of the Subsidiary (the "Preferred Security'). The 
restructured non-recourse obligation is the sole asset of the Subsidiary, and the Company had the 
ability to tran fer the land and buildings in full satisfaction of the Company's obligation. As a result of 
this restructuring, the original holder of such non-recourse obligation ceased to be a direct creditor of 
the Company and the Company's obligation was reflected in the Company's Consolidated Balance 
Sheets as Mandatorily Redeemable Security. 
In December 2003 the Company acquired the holder of the Preferred Security, thereby eliminating 
the obligation on the Company's Consolidated Balance Sheets. This acquisition resulted in a net 
non-cash gain of $148 million, consisting of a gain related to the extinguishment of the non-recourse 
obligation of $361 million and a corresponding impairment of the land that then secured the obligation 
64 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 5-Mandatorily Redeemable Security (Continued) 
by $213 million. The gain on debt extingui hment and the land impairment charge include recognition 
of currency translation adjustments previously recorded in other comprehensive income of $168 million 
and $96 million, respectively. 
Note 6-Redeemable Preferred and Common Stock 
Series C Preferred Stock: As part of labor agreements reached in 1993, NWA Corp. i sued to 
trusts for the benefit of participating employees 9.1 million hares of a new cla s of Serie C 
cumulative, voting, convertible, redeemable preferred stock, par value of $.01 per hare (the "Series C 
Preferred Stock"), and 17.5 million shares of Common Stock and provided the union groups with three 
positions on the Board of Directors. NWA Corp. ha authorized 25 million hares of Serie C Preferred 
Stock. The Series C Preferred Stock rank enior to Common Stock with re pect to liquidation and 
certain dividend rights. Each share of the Series C Preferred Stock is convertible at any time into 1.364 
shares of Common Stock. As of December 31, 2003, 4.3 million share of Serie C Preferred Stock 
have been converted into Common Stock and the remaining 4.8 million hare out tanding are 
convertible into 6.5 million shares of Common Stock. During 2003, 32,622 shares of Serie C Preferred 
Stock were converted into 44,496 shares of Common Stock. 
During the 60-day period ending on August 1, 2003 (the "Put Date") holder of the Serie C 
Preferred Stock had the right to put their shares of the Series C Preferred Stock to NWA Corp. Under 
the terms of the Series C Preferred Stock, NWA Corp. wa required to elect prior to the 
commencement of such 60-day period, the form of payment it would u e for repurcha ing such shares 
of the Series C Preferred Stock. On May 30, 2003 NW A Corp. elected to repurchase uch shares of 
the Series C Preferred Stock for cash equal to the Put Price. The "Put Price" of the Series C Preferred 
Stock is equal to a pro rata portion of the actual savings re ulting from labor cost saving agreements 
entered into in 1993 (approximately $226 million as of August 1, 2003, the Put Date) plu any accrued 
and unpaid dividends on the Series C Preferred Stock. 
On August 1, 2003, the Company announced that its Board of Directors had determined that the 
Company could not legally repurchase the outstanding Series C Preferred Stock at that time because 
the Board of Directors was unable to determine that the company had adequate legally available 
surplus to repurchase the outstanding Series C Preferred Stock. As a result, quarterly dividends began 
accruing August 1, 2003, at 12% per annum and the employee unions are entitled to three additional 
Board of Directors positions. 
Under the terms of the Serie C Preferred Stock, as a result of its inability to repurchase Series C 
Preferred Stock, on a quarterly basis after the Put Date, NWA Corp. must use all cash held by it ( or 
available under revolving credit agreements) in excess of all the Company's cash requirements within 
one year of such determination date (''Available Cash") to make partial pro rata redemption , provided 
such redemptions are not prohibited under applicable credit agreements or by applicable law. Any 
decision not to use all Available Cash to effect such partial purchases mu t be approved by a majority 
of the directors elected by the holders of the Series C Preferred Stock. 
The financial statement carrying value of the Serie C Preferred Stock accreted over 10 years 
commencing August 1993 to the ultimate put price, and was $236 million at December 31, 2003, 
including $12 million of accrued but unpaid dividends. 
Common Stock: The Company wa required to adopt the provision of EITF I sue No. 97-14 
Accounting for Deferred Compensation Arrangements Where Amounts Earned are Held in a Rabbi Trust, 
65 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 6-Redeemable Preferred and Common Stock (Continued) 
on September 30, 1998. As a result the Company revised its consolidation of the assets and liabilities 
of the non-qualified rabbi trusts. The 1,086 and 4,401 shares of Common Stock as of December 31, 
2003 and 2002, respectively, that are held in the trusts are recorded similar to treasury stock and the 
deferred compen ation liability is recorded in other long-term liabilities. The Company elected to 
record the difference between the market value of the common shares and the historical cost of the 
hares in the trusts at the date of adoption as a credit to common stockholders' equity ( deficit), net of 
tax. After the adoption date, but prior to settlement through either contribution to qualified trusts or 
diver ification increases or decrea es in the deferred compensation liability will be recognized in 
earnings to the extent the Common Stock market price exceeds the average historical cost of the shares 
of 38.04 per share or falls below the September 30, 1998 price of $25.06 per share, respectively. For 
the purpose of computing diluted earnings per share, the shares held by the rabbi trusts are considered 
potentially dilutive securities. The Company has classified the diversified assets held by the rabbi trusts 
a trading and recorded them at fair market value. 
Stockholder Rights Plan: Pur uant to the Stockholder Rights Plan (the "Rights Plan"), each share 
of Common Stock ha attached to it a right and, until the rights expire or are redeemed, each new 
share of Common Stock issued by NWA Corp., including the shares of Common Stock into which the 
Serie C Preferred Stock i convertible, will include one right. Upon the occurrence of certain events, 
each right entitles the holder to purchase one one-hundredth of a share of Series D Junior 
Participating Preferred Stock at an exercise price of $150, subject to adjustment. The rights become 
exercisable only after any person or group ( other than the trusts holding Common Stock for the benefit 
of employee ) acquire beneficial ownership of 19% or more (25% or more in the case of certain 
in titutional investors) of NWA Corp. s "outstanding" Common Stock (as defined in the Rights Plan) 
or commences a tender or exchange offer that would result in such person or group acquiring 
beneficial ownership of 19% or more (25% or more in the case of certain institutional investors) of 
WA Corp.'s outstanding Common Stock. If any person or group acquires beneficial ownership of 19% 
or more (25% or more in the case of certain institutional investors) of NWA Corp.'s outstanding 
Common Stock the holders of the rights ( other than the acquiring person or group) will be entitled to 
recei e, upon exercise of the rights, Common Stock of NWA Corp. having a market value of two times 
the exercise price of the right. In addition, if after the rights become exercisable NWA Corp. is 
in olved in a merger or other business combination or sells more than 50% of its assets or earning 
power, each right will entitle its holder ( other than the acquiring person or group) to receive common 
stock of the acquiring company having a market value of two times the exercise price of the rights. The 
rights expire on November 16, 2005 and may be redeemed by NWA Corp. at a price of $.01 per right 
prior to the time they become exerci able. 
Note 7-Stock Options 
Stock Option Plan for Officers and Key Employees: As of December 31, 2003, the Company has 
tock option plan for officers, key employees and pilots of the Company. Prior to December 31, 2002, 
the Company hi torically accounted for option and other awards granted under those plans under the 
recognition and mea ur ment principles of Accounting Principles Board Opinion No. 25, Accounting for 
Stock Issued to Employees, and related interpretations. Effective January 1, 2003, the Company adopted 
th fair value method of recording stock-based employee compensation contained in SFAS No. 123 and 
accounted for this change in accounting principle using the "prospective method" as described by SFAS 
o. 14 . All employee tock option grant made on or after January 1, 2003 were recorded as 
c mpen ation e pen e o er the vesting period based on the fair value at the date the stock-based 
66 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 7-Stock Options (Continued) 
compensation is granted. See Note 1-Summary of Significant Accounting Policies, for additional 
disclosure of the Company's stock options, including a table that illustrates the effect on net income 
and earnings per share. Prior to January 1, 2003, no stock-based employee compensation expense 
related to options was reflected in the consolidated statement of operations, as all options granted in 
2002 or .prior had an exercise price equal to the market value of the underlying common stock on the 
date of grant. 
Following is a summary of stock option activity for the years ended December 31: 
2003 
Weighted- 
Average 
Exercise 
Shares Price 
Outstanding at beginning of year . . . . . . . . . . . . . . . 7,923 $25.27 
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,965 8.31 
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,357) 24.81 
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (24) 4.74 
Outstanding at end of year . . . . . . . . . . . . . . . . . . . 3,507 12.06 
Exercisable at end of year . . . . . . . . . . . . . . . . . . . . 599 27.73 
Reserved for issuance . . . . . . . . . . . . . . . . . . . . . . . 21,802 
Available for future grants. . . . . . . . . . . . . . . . . . . . 8,632 
At December 31, 2003: 
2002 
Weighted- 
Average 
Exercise 
Shares Price 
(shares in thousands) 
8,757 $25.40 
218 7.33 
(639) 28.93 
(413) 12.74 
7,923 25.27 
3,728 31.73 
21,815 
7,570 
2001 
Shares 
6,235 
3,454 
(850) 
~ ) 
8,757 
3,259 
21,815 
7,150 
Weighted- 
Average 
Exercise 
Price 
$29.94 
17.98 
29.61 
14.76 
25.40 
30.60 
Options Outstanding Options Exercisable 
Range of Exercise Prices 
$5.705 to $24.5938 .......... . 
26.16 to 39.3125 . . ........ .. . 
43.5625 to 51.9688 .......... . 
Shares 
3,171 
310 
26 
Weighted-Average 
Remaining Weighted-Average Weighted-Average 
Contractual Life Exercise Price Shares Exercise Price 
(shares in thousands) 
8.8 years $ 9 .55 
4.2 years 34.51 
5.1 years 50.49 
288 
285 
26 
$18.67 
34.85 
50.49 
The fair value of each option grant is estimated on the date of grant using the Black-Scholes 
option pricing model with the following assumptions: 
2003 2002 2001 
Weighted average risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.2% 3.3% 4.5% 
Stock price volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40% 40% 30% 
Expected lives in years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6 6 
The weighted-average fair value of options granted during 2003, 2002 and 2001 is $3.62, $3.23 and 
$6.96 per option, respectively. 
Stock Option Plan for Pilots: In September 1998, in conjunction with the labor agreement reached 
between Northwest and the Air Line Pilots Association, International, NWA Corp. established the 1998 
Pilots Stock Option Plan ("Pilot Plan"). The Company has reserved for issuance 2.5 million shares of 
Common Stock under the Pilot Plan. 
67 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 7-Stock Options (Continued) 
Following is a summary of the Pilot Plan activity for the years ended December 31: 
2003 2002 2001 
Weighted- Weighted- Weighted- 
Average Average Average 
Exercise Exercise Exercise 
Shares Price Shares Price Shares Price 
(shares in thousands) 
Outstanding at beginning of year . . . . . . . . . . . . . . . . 2,486 $25.58 2,486 $25.58 1,987 $27.08 
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 926 9.18 500 19.62 
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,848) 25.60 
Exercised ............................... . . __ Q) 26.33 
Outstanding at end of year. . . . . . . . . . . . . . . . . . . . . 1,564 15.85 2,486 25.58 2,486 25.58 
The fair value of each option grant is estimated on the date of grant using the Black-Scholes 
option pricing model with the following assumptions: 
Weighted average risk-free interest rate ....... . .. . .... . ... . 
Stock price volatility . . ............................... . 
Expected lives in years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
2003 2002 2001 
3.5% NIA 
40% NIA 
6 NIA 
4.5% 
30% 
6 
926,080 options were granted in 2003 under an exchange offer that terminated on July 30, 2003. 
Under this program, 1.8 million options were cancelled in the exchange. The weighted-average fair 
value of the options granted was $4.04 per option. The new awards vest in 25% installments over a 
four year period and the weighted-average remaining contractual life as of December 31, 2003 is 
9.6 years. 
There were no options granted under the Pilot plan in 2002. The weighted-average fair value of 
options granted during 2001 was $7.37 per option. The weighted-average remaining contractual life as 
of December 31, 2003 was 8.1 years. 
Stock Incentive Plans: Shares of restricted stock were awarded at no cost to certain officers and 
key employees in 2003, 2002 and 2001. These shares are subject to forfeiture and will be issued when 
vested. Unearned compensation, representing the fair market value of the stock on the measurement 
date, is amortized over the applicable vesting period. As of December 31, 2003, 1,627,602 shares were 
outstanding and not vested. 
A long-term incentive performance plan was established in 2000 under which phantom stock units 
were awarded. These. phantom stock units were awarded to certain key officers and other management 
employees in 2003, 2002 and 2001, with a total of 1,683,414 units, 560,606 units and 491,096 units 
awarded and outstanding in each such year, respectively. The phantom units vest over a four year 
period based on continued employment of the employee during such periods and upon satisfaction of 
certain established performance standards. Each unit represents the right to receive a cash payment 
equal to the market value of the Company's stock as defined in the plan. The fair value of the units is 
equal to the closing market price on the date of grant, which was between $6.93 and $10.13 for 2003, 
$5.70 and $18.45 for 2002 and $24.55 for 2001. 
68 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 7-Stock Options (Continued) 
Management Stock Option Exchange Program: On January 14, 2003, the Company completed an 
option exchange program, pur uant to which officer of the Company were able to exchange their stock 
options at a ratio of two old option for one newly i ued option. The new options have a strike price 
of $8.31, the average of the high and low price of the Company's common stock on the award date of 
January 15, 2003. The compensation expen e related to these new options will be amortized over a 
four-year vesting period using the fair value method of recording stock-based employee compensation. 
Certain other management employee of the Company were able to exchange their stock options for 
phantom unit at a ratio of three old options for one phantom unit. The compensation expen e related 
to these phantom units will be recognized over the four-year vesting period, adjusted for the current 
period stock price, consistent with how phantom units have been expensed in the past. Compensation 
expense related to stock options issued under this exchange program i anticipated to be approximately 
$2.7 million for the year ending December 31, 2004. 
Pilot Stock Option Exchange Program: On June 27, 2003, the Company completed an option 
exchange program for its pilots holding stock options or SARs granted pursuant to the 1998 Pilot 
Stock Option Plan. This exchange program was adopted as part of a letter of agreement with ALPA to 
obtain approval of the Delta codeshare agreement from ALPA. Pilot participants were able to exchange 
their outstanding stock options or SARs for a de ignated number of replacement options or 
replacement SARs, respectively. Eligible participant were able to exchange their exi ting tock options 
and SARs at a ratio of two shares subject to an old award for one share subject to a newly issued 
award of the ame type (although certain out tanding SARs were exchanged only for newly issued 
options). The exercise price of the new award i the average of the high and low sale prices of the 
Company's common stock on the award date of July 31, 2003, or $9.185 per share. Compen ation 
expense related to these new options will be amortized over a four-year vesting period using the fair 
value method of recording stock-ba ed compensation and is anticipated to be approximately $1 million 
annually for award issued under this program. 
69 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 8-Accumulated Other Comprehensive Income (Loss) 
The following table sets forth information with respect to accumulated other comprehensive 
income (loss) ("OCI"): 
Foreign Deferred Gain Minimum Accumulated 
Currency (Loss) on Pension OCI of Unrealized Other 
Translation Hedging Liability Affiliated Gain on Comprehensive 
Adjustment Activities Adjustment Companies Investments Income (Loss) 
(in millions) 
Balance at Janua,y 1, 2001 . ...... $(39) $ 33 $ (19) $ 5 $15 $ (5) 
Before tax amount .......... 14 (3) (452) (8) (23) (472) 
Tax effect ................. __Q) 1 165 3 8 172 
- - - 
Net-of-tax amount ........... 9 (2) (287) (5) (15) (300) 
Balance at December 31, 2001 .... (30) 31 (306) (305) 
Before tax amount .......... (11) (14) (1,618) (1,643) 
Tax effect ................. 4 5 592 601 
- - 
Net-of-tax amount ........... (7) (9) (1,026) (1,042) 
Balance at December 31, 2002 .... (37) 22 (1,332) (1,347) 
Before tax amount .......... 47 (55) 20 (1) 11 
Tax Effect ................. (17) 20 __ 
(7) (4) 
- - 
Net-of-tax amount .. ... ...... 30 (35) 13 (1) 7 
Balance at December 31, 2003 . . . . . $ (7) $(13) $(1,319) $- $ (1) $(1,340) 
Note 9-Income Taxes 
Income tax expense (benefit) consisted of the following for the years ended December 31: 
2003 2002 2001 
- - - - 
(in millions) 
Current: 
Federal ..... .......... .................................... . $ 1 $(218) $(127) 
Foreign .... ..... .......................................... . 2 2 2 
State .............. . ..................................... . 1 2 1 
- - - - 
4 (214) (124) 
Deferred: 
Federal .... .... ............... ..... ....................... . (29) (185) (94) 
Foreign ........ .. ...................... . .................. . (2) (2) (5) 
State .. ............. . ..... . .................... . ......... . (3) ~) ~) 
(34) (208) (123) 
Total income tax expense (benefit) ................................. . $(30) $( 422) $(247) 
70 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 9-Income Taxes (Continued) 
Reconciliations of the statutory rate to the Company's income tax expense (benefit) for the years 
ended December 31 are as follows: 
2003 2002 2001 
(in millions) 
Statutory rate applied to income (loss) before income taxes . . . ... .. .. $ 76 $ (427) $ (235) 
Add ( deduct): 
Mandatorily Redeemable Preferred Security ... . . . . . ........ . ... (219) 
State income tax expense (benefit) net of federal benefit . .... . . .. .. 4 (19) (24) 
Non-deductible meals and entertainment .. . ....... ... ..... ... . 7 7 10 
Increase to Minimum Tax Credit Carryforward .. .. ............. . (54) 
Adjustment to valuation allowance and other income tax accruals .... 156 15 6 
Other .. . ..................... . ..... ... ...... .. ... ... . 2 (4) 
Total income tax expense (benefit) ............ . ............. . . $ (30) $ (422) $ (247) 
Under the provisions of SFAS No. 109, Accounting for Income Taxes, the realization of the future 
tax benefits of a deferred tax asset is dependent on future taxable income against which such tax 
benefits can be applied. All available evidence must be considered in the determination of whether 
sufficient future taxable income will exist. Such evidence includes, but is not limited to, the company s 
financial performance, the market environment in which the company operates, the utilization of past 
tax credits, and the length of relevant carryback and carryover periods. Sufficient negative evidence, 
such as cumulative net losses during a three-year period that includes the current year and the prior 
two years, may require that a valuation allowance be established with respect to existing and future 
deferred tax assets. The net tax benefit recorded in 2003 includes a valuation allowance of $156 million 
based on these limitations. It is more likely than not that any future deferred tax assets will require a 
valuation allowance to be recorded to fully reserve against the uncertainty that those assets would be 
realized. 
The net deferred tax liabilities listed below include a current net deferred tax asset of $146 million 
and $105 million and a long-term net deferred tax liability of $146 million and $135 million as of 
December 31, 2003 and 2002, respectively. 
71 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 9-Income Taxes (Continued) 
Significant components of the Company's net deferred tax liability as of December 31 were as 
follows: 
2003 2002 
(in millions) 
Deferred tax liabilities: 
Accounting basis of assets in excess of tax basis ......................... . $1,910 $1,784 
Expenses other than accelerated depreciation and amortization .............. . 127 250 
Other ........................................................ . 10 10 
Total deferred tax liabilities ...................................... . 2,047 2,044 
Deferred tax assets: 
Expenses not yet deducted for tax purposes ............................ . 389 365 
Pension and postretirement benefits .................................. . 1,101 995 
Gains from the sale-leaseback of aircraft .............................. . 119 124 
Rent expense .................................................. . 98 95 
Travel award programs ........................................... . 34 38 
Leases capitalized for financial reporting purposes ....................... . 3 29 
Net operating loss carryforward ..................................... . 307 274 
Foreign tax, general business and other credit carryforward ................. . 39 33 
Alternative minimum tax credit carryforward ........................... . 130 76 
Total deferred tax assets ......................................... . 2,220 2,029 
Valuation allowance for deferred tax assets ............................. . (173) ~ ) 
Net deferred tax assets .......................................... . 2,047 2,014 
Net deferred tax liability ............................................ . $ $ 30 
The Company has certain federal deferred tax assets available for use in the regular tax system or 
the alternative minimum tax (''AMT") system. The deferred assets available for utilization in the 
regular system include: AMT credits of $130 million, net operating loss carryforwards of $779 million, 
general business credits of $8 million and foreign tax credits of $24 million. The deferred assets 
available for utilization in the AMT system are: net operating loss carryforwards of $413 million and 
foreign tax credits of $24 million. AMT credits available for use in the regular system have an 
unlimited carryforward period and all other deferred tax assets in both systems are available for 
carryforward to years beyond 2003, expiring in 2004 through 2023. 
The Company also has the following deferred tax assets available at December 31, 2003 for use in 
certain states: net operating losses with tax benefit value of approximately $34 million and state job 
credits of $7 million available for carryforward to years beyond 2003, expiring in 2007 through 2023. 
Note IO-Commitments 
The Company's firm orders for 32 new aircraft to be operated by Northwest consist of scheduled 
deliveries for nine Airbus A330-300 aircraft and 10 Airbus A330-200 aircraft from 2004 through 2008, 
six Airbus A320 aircraft in 2006 and seven Airbus A319 aircraft from 2005 through 2006. As of 
December 31, 2003, the Company also had firm orders for 53 Bombardier CRJ200/440 aircraft which 
will be leased or subleased to and operated by Pinnacle Airline . The Company has the option to 
finance the CRJ200/440 aircraft through long-term operating lease commitments from the 
72 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note IO-Commitments (Continued) 
manufacturer, and if the manufacturer does not provide the financing, the Company is not required to 
take delivery of the aircraft. 
Committed expenditures for these aircraft and related equipment, including estimated amounts for 
contractual price escalations and predelivery depo its, will be approximately $1.60 billion in 2004 
$746 million in 2005, $567 million in 2006, $206 million in 2007 and $190 million in 2008. Consi tent 
with prior practice, the Company intends to finance it aircraft deliveries through a combination of 
internally generated funds, debt and long-term lease financings. Firm financing commitment at market 
rates for the long term, are available for use by the Company for all of the aircraft on order. 
Note 11-Contingencies 
The Company is involved in a variety of legal actions relating to antitru t, contract trade practice 
environmental and other legal matters pertaining to the Company's busines . While the Company is 
unable to predict the ultimate outcome of these legal action , it is the opinion of management that the 
disposition of these matters will not have a material adverse effect on the Company's Consolidated 
Financial Statements taken as a whole. 
Guarantees and Indemnifications: The Company is the lessee under many aircraft financing 
agreements and real estate leases. It is common in such transactions for the Company a the le see to 
agree to indemnify the lessor and other related third parties for the manufacture, design, ownership, 
financing, use, operation and maintenance of the aircraft, and for tort liabilities that arise from or 
relate to the Company's use or occupancy of the leased as et. In ome cases, this indemnity extends to 
related liabilities arising from the negligence of the indemnified parties, but usually excludes any 
liabilities caused by their gross negligence or willful misconduct. Additionally, in the case of real estate 
leases, the Company typically indemnifies such parties for any environmental liability that arises from 
or relates to the Company's use of the leased premises. The Company expects that it would be covered 
by insurance (subject to deductibles) for most tort liabilities and related indemnities described above 
with respect to leased real estate and operated aircraft. 
The Company is the guarantor of approximately $379 million of obligations related to tax-exempt 
facilities bonds issued by airports and/or airport commissions in Minneapolis/St. Paul, Detroit 
Memphis, New York (JFK) and Duluth. These obligations are included in the future minimum lease 
payments listed in Note 4-Leases, and are payable solely from the Company's space rentals paid 
under long-term lease agreements with the respective governing bodies. The lease terms end between 
2011 ,and 2029. 
The Company guarantees $107 million of residual value on four operating leased aircraft. As of 
and for the year ended December 31, 2003, the Company recognized $11 million in rent expense 
related to the residual value guarantees on the e operating leases, as the guaranteed obligation exceeds 
the current fair market value of the leased aircraft. 
Note 12-Pension and Other Postretirement Health Care Benefits 
The Company has several noncontributory pension plans covering substantially all of its employees. 
The benefits for these plans are based primarily on years of service and, in some cases, employee 
compensation. It is the Company's policy to annually fund at least the minimum contribution as 
required by the Employee Retirement Income Security Act of 1974. Th Company mad an exc ss 
contribution of $190 million in 2003, and did not make any exces contributions in 2002 or 2001. 
73 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 12-Pension and Other Postretirement Health Care Benefits (Continued) 
The Medicare Prescription Drug, Improvement and Modernization Act of 2003 was passed by 
Congress and signed into law on December 8, 2003. The Act establishes a voluntary prescription drug 
benefit for eligible participants beginning January 1, 2006. The Act also provides for the government to 
pay a special subsidy equal to 28% of a retiree's covered prescription drug expenses between $250 and 
$5,000 ( adjusted annually for the percentage increase in Medicare per capita prescription drug costs) to 
employers who sponsor retiree prescription drug plans. In accordance with FASB Staff Position 106-1, 
the Company has elected to defer including the effects of the Act in any measures of accumulated 
postretirement benefit obligations and net periodic postretirement benefit costs reflected in the 
Consolidated Financial Statements and accompanying notes. Specific authoritative guidance on 
accounting for the federal subsidy is pending and that guidance, when issued, could require the 
Company to change previously reported information. The Company estimates that the Act will not have 
a significant impact on postretirement liabilities and benefit costs. 
The Company sponsors various contributory and noncontributory medical, dental and life 
insurance benefit plans covering certain eligible retirees and their dependents. The expected future cost 
of providing such postretirement benefits is accrued over the service lives of active employees. Retired 
employees are not offered Company-paid medical and dental benefits after age 64, with the exception 
of certain employees who retired prior to 1987 and receive lifetime Company-paid medical and dental 
benefits. Prior to age 65, the retiree share of the cost of medical and dental coverage is based on a 
combination of years of service and age at retirement. Medical and dental benefit plans are unfunded 
and costs are paid as incurred. The pilot group is provided Company-paid life insurance coverage in 
amounts which decrease based on age at retirement and age at time of death. 
On May 11, 2001, the Company amended the pension plan of contract employees represented by 
the AMFA. The plan amendment resulted in a benefit level increase of 113% for mechanics and 84% 
for cleaners and custodians. The amended benefit increases are retroactive to participants who 
terminated after October 2, 1996 and to certain participants who retired after April 30, 1992, subject to 
specific criteria. The plan liability was remeasured as of June 30, 2001 at a discount rate of 7.9% and 
resulted in increases to pension expense on a prorated basis for 2001 of $30 million and on an annual 
basis of $59 million. 
74 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 12-Pension and Other Postretirement Health Care Benefits (Continued) 
The following is a reconciliation of the beginning and ending balances of the benefit obligation and 
the fair value of plan assets: 
Pension Benefits Other Benefits 
2003 2002 2003 2002 
(in millions) 
Change in benefit obligation: 
Benefit obligation at beginning of year .................... . $7,638 $6,674 $ 652 $ 647 
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248 218 26 26 
Interest cost ..................... . ................. . 531 503 46 51 
Plan amendments ...................... ...... ....... . 33 (15) (128) 
Actuarial loss and other ............................... . 458 596 150 95 
Benefits paid ...................................... . (354) (353) (39) ____Q2) 
Benefit obligations at end of year ........................ . 8,554 7,638 820 652 
Change in plan assets: 
Fair value of plan assets at beginning of year ............... . 3,690 4,399 5 5 
Actual return on plan assets ........................... . 1,025 (548) 
Employer contributions ............................... . 445 192 39 39 
Benefits paid ........................... . .......... . (354) (353) (39) ____Q2) 
Fair value of plan assets at end of year ......... .. ......... . 4,806 3,690 5 5 
- - - - 
Funded Status-underfunded ........................... . (3,748) (3,948) (815) (647) 
Unrecognized net actuarial loss ......................... . 2,584 2,734 445 313 
Unrecognized prior service cost ......................... . 703 804 (88) -~]:) 
- - - - 
Net amount recognized ................... .. .......... . $ (461) $ ( 410) $(458) $( 415) 
Amounts recognized in the Consolidated Balance Sheets as of December 31 were as follows: 
Pension Benefits Other Benefits 
2003 2002 2003 
(in millions) 
Prepaid benefit costs ................................... . $ 5 $ 13 $ - 
Intangible asset ...................................... . 751 857 
Accrued benefit liability ................................ . (3,296) (3,380) (458) 
Accumulated other comprehensive loss ..................... . 2,079 2,100 
Net amount recognized .................. ............... . $ (461) $ (410) $(458) 
The accumulated benefit obligation for all defined benefit pension plans was $8.08 billion and 
$7.04 billion at December 31, 2003 and 2002, respectively. 
75 
2002 
$ - 
(415) 
$(415) 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 12-Pension and Other Postretirement Health Care Benefits (Continued) 
The Company' pension plans with accumulated benefit obligations in excess of plan assets as of 
December 31 were as follows: 
Projected benefit obligation .......................................... . 
Accumulated benefit obligation ....................................... . 
Fair value of plan assets ............................................ . 
2003 2002 
(in millions) 
$8,536 $7,624 
8,066 7,031 
4,785 3,675 
Weighted-average assumptions used to determine benefit obligations for pension and other benefits 
at December 31: 
Pension 
Benefits Other Benefits 
2003 2002 2003 2002 
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.25% 6.75% 6.25% 6.75% 
Rate of future compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.93% 3.60% NIA NIA 
The Company has adopted and implemented an investment policy for the defined benefit pension 
plans that incorporates a strategic, long-term asset allocation mix designed to best meet the Company's 
long-term pension requirements. This asset allocation policy mix is reviewed every 2-3 years and, on a 
regular basis, actual allocations are rebalanced to the prevailing targets. The following table summarizes 
actual allocations as of December 31, 2003 and 2002: 
Plan Assets 
Asset Category Target 2003 2002 
Domestic Stocks ............................................. . 45.0% 44.9% 41.3% 
International Stocks .......................................... . 25.0% 25.9% 24.1% 
Private Markets ............................................. . 10.0% 9.2% 13.7% 
Long-Duration Bonds ......................................... . 15.0% 14.7% 15.6% 
High Yield Bonds ........................................... . 5.0% 5.3% 5.3% 
- - - - 
Total ..................................................... . 100% 100.0% 100.0% 
The investment policy also emphasizes the following key objectives: (1) maintain a diversified 
portfolio among asset classes and investment styles, (2) maintain an acceptable level of risk in pursuit 
f long-term econ mic benefit (3) maximize the opportunity for value-added return from active 
management, ( 4) capture return opportunities from inefficiencies in nontraditional capital markets, and 
(5) maintain adequate controls over administrative costs. 
To meet these objectives, the Company's investment policy reflects the following major themes: 
(1) diversify holdings to achieve broad coverage of both stock and bond markets; (2) utilize index funds 
as a core trategy, where appropriate, to ensure broad diversification, minimal fees, and reduced risk of 
relative underperformance of the portfolio; (3) use active investment managers with disciplined, clearly 
defined trategie , while establishing investment guidelines and monitoring procedures for each 
in e tment manager to ensure the characteristics of the portfolio are consistent with the original 
in estment mandate; and ( 4) maintain an allocation to nontraditional investments, where market 
inefficiencie are greatest, and use these investments primarily to enhance the overall return . 
76 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 12-Pension and Other Postretirement Health Care Benefits (Continued) 
The Company reviews its rate of return on plan asset as umptions annually. The e a umption are 
largely based on the asset category rate-of-return assumption developed annually with the ompany' 
pension investment advisors. The advisor ' as et category return a sumption are ba ed in part on a 
review of historical asset returns, but in recent years have also emphasized current market conditions to 
develop estimates of future risk and return. Current market conditions include the yield-t -maturity and 
credit spreads on a broad bond market benchmark in the case of fixed income as et cla e , and 
current prices as well as earnings and dividend growth rates in the ca e of equity as et cla es. The 
assumptions are also adjusted to account for the value of active managem nt the fund have provided 
historically. The Company's expected long-term rate of return is based on target a et allocation of 
45% domestic equities with an expected rate of return of 9.6%; 25% international quiti with an 
expected rate of return of 10.0%; 10% private markets with an expect d rate of return of J 5.0%; 15 % 
long-duration bonds with an expected rate of return of 5.7%; and 5% high yield bond with an 
expected rate of return of 7.5%. These assumptions result in a weight d average long t rm rat of 
return slightly in excess of 9.5% on an annual basis. 
The components of net periodic cost of defined benefit plans included the following: 
Service cost ............... . .... . ..................... . 
Interest cost ...... . ................................... . 
Expected return on plan assets ............................ . 
Amortization of prior service cost .......................... . 
Recognized net actuarial loss and other events ..... .. .. ........ . 
Net periodic benefit cost ........ . ... .. ....... . .. ......... . 
Pension Benefits Other Benefits 
2003 2002 2001 2003 2002 200 l 
(in millions) 
$248 $218 $1 $26 $26 $19 
531 503 451 46 51 40 
( 476) (538) (514) 
77 80 75 (8) 5 3 
111 46 31 19 12 6 
- - - - - - 
$491 $309 $231 $83 $94 $68 
Weighted-average assumptions used to determine net periodic pension and other benefit costs for 
the years ended December 31: 
Pension Benefits Other Benefits 
2003 2002 2003 2002 
Discount rate .................................... .. . . . 6.75% 7.50% 6.75% 7.50% 
Expected long-term return on plan a et 9.50% 0.50% 7.00% 7.75% 
Rate of future compensation increase ...................... . 3.60% 3.90% NIA NIA 
On March 31, 2003, the liabilities of the Contract plan were remeasured u ing a 6.50% discount 
rate. Net cost for the Contract plan during the final nine months of 2003 was also based on a 6.50% 
discount rate. 
The Company recorded $58 million and $16 million in pension curtailment charge due to 
reductions in anticipated future service, as a result of layoffs of approximately 9.6% (10.2% of Contract 
plan employees) and 11.9% (6.9% of Pilot plan employees) during the years ended December 31, 2003 
and 2002, respectively. 
For measurement purposes, a 7.0% annual rate of increase in the per capita co t of cover d health 
care benefits was assumed for 2004. The rate was assumed to decrease 0.5% per year for four years to 
5.0% in 2008 and remain at that level thereafter. Assumed health care cost trend rate have a 
77 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 12-Pension and Other Postretirement Health Care Benefits (Continued) 
ignificant impact on the amounts reported under other benefits, above, for the health care plans. A 
one percentage-point change in assumed health care cost trend rates would have the following effects: 
One Percentage- One Percentage- 
Point Increase Point Decrease 
(in millions) 
Effect on total of service and interest cost components ............ . $ 10.5 $ (8.9) 
Effect on accumulated postretirement benefit obligations .......... . 103.6 (88.9) 
The estimated future benefit payments expected to be made by the pension and other 
postretirement benefit plans follows: 
Estimated Future Benefit Payments: 
2004 ................................................. . 
2005 ................... . ............................. . 
2006 ........................                           
2007 ... ...... .... ....... ...... .............. ... .. .. .. . 
2008 ........................                           
Years 2009-2013 ......................................... . 
Pension Benefits Other Benefits 
(in millions) 
$ 349 
379 
404 
443 
487 
3,091 
$ 37 
40 
43 
47 
50 
320 
The Company's calendar year 2004 cash pension contributions are dependent on several factors. 
On December 23, 2003, the Company asked the IRS for permission to reschedule some of its plan year 
2004 pen ion contributions, which includes amounts due in both 2004 and 2005, for the contract and 
salaried employees pension plans. Separately, the U.S. Congress has under consideration certain 
legislative relief that could reduce 2004 contributions by increasing the discount rate used to determine 
funding, changing the current requirements for deficit reduction contributions, or both. Prior legislation 
increa ed the discount rate used by companies to determine funding requirements for the past two 
year . On that basis, expected contributions to the Company's qualified pension plans in 2004 
approximate $350 million. However, approval of the Company's application to reschedule contributions 
and/or additional legislative relief could reduce its pension funding requirements for these plans to 
between $100 million and $350 million for the year. Should the Company's request to reschedule 
contributions not be approved by the IRS and Congress provides no legislative relief, its qualified plan 
funding obligations in calendar year 2004 would approximate $515 million. The Company also expects 
to contribute approximately $37 million to its other postretirement benefit plans in 2004. 
Note 13-Related Party Transactions 
Continental Airlines, Inc.: On November 20, 1998, the Company issued 2.6 million shares of 
Common Stock and paid $399 million in cash to acquire the beneficial ownership of approximately 
.7 million shares of Class A Common Stock of Continental. Northwest and Continental also entered 
into a 13-year global strategic commercial alliance that connects the two carriers' networks and includes 
extensive code-sharing (the joint designation of flights under the Northwest "NW" code and the 
Continental "CO' code), frequent flyer program reciprocity and other cooperative activities. In 
connection with the Company's investment in Continental and Northwest's alliance with Continental, 
the Company entered into agreements with Continental which contained certain restrictions on the 
Company ability to vote share of Continental common stock, to acquire additional shares of 
Continental common stock and to affect the composition and conduct of Continental's Board of 
78 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 13-Related Party Transactions (Continued) 
Directors for a 10-year period. Due to the restrictions in these agreements, the Company accounted for 
its investment under the equity method and recognized its interest in Continental's earnings on a 
one-quarter lag. The difference between the cost of the Company s investment and the proportionate 
share of the underlying equity of Continental of $319 million wa being amortized over 40 year . 
On January 22, 2001, pursuant to an agreement reached in November 2000, (i) the Company old 
to Continental approximately 6.7 million share of the Continental Cla s A C9mmon Stock held by the 
Company for $450 million in cash; (ii) ub equently, Continental effected a rtcapitalization as a result 
of which the Company's remaining 2.0 million hares of Continental CJa s A Common Stock were 
converted into 2.6 million shares of Continental Clas B Common Stock; (iii) the Company and 
Continental extended the term of their alliance agreement through 2025; and (iv) Continental i ued to 
the Company a special series of preferred stock that gives the Company the right to block certai 
business combinations and similar change of control transactions involving Continental and a third- 
party major air carrier during the term of the aJJiance agreement. The preferred tock is ubject to 
redemption by Continental in certain event , including a change of control of the Company. The 
Company also entered into a revised standstiJJ agreement that contains certain restrictions on the 
Company's ability to vote and acquire additional shares of Continental common stock. In 
December 2000, the Company recorded a $26 million loss in other non-operating income ( expen e) as 
a result of the sale of the 6.7 million Cla A shares to Continental. At December 31, 2000, the 
remaining 2.6 million Class B share were being accounted for a marketable ecuritie and $15 million 
was recorded in unrealized gains in accumulated other comprehen ive income (lo s). In February 2001, 
the Company sold the remaining 2.6 million Class B shares for $132 million, as a re ult of which a 
pre-tax gain of $27 million was recorded ($11 million after tax or $.13 per common share). 
MAIR Holdings, Inc.: The Company owns 27.8% of the common stock of MAIR Holdings, Inc., 
the holding company of Mesaba, a Northwest Airlink carrier. The Company also ha warrant to 
acquire MAIR Holdings, Inc. common stock, of which approximately 923,000 or 22% of the warrants 
held by the Company, were in-the-money as of December 31, 2003. The Company accounts for its 
investment in Mesaba using the equity method. 
Northwest and Mesaba have entered into two airline service agreements, under which Northwest 
determines Mesaba' turboprop and AVRO regional jet aircraft scheduling and fleet compo ition. 
These agreements are structured as capacity purchase agreements under which Northwest pays Mesaba 
to operate the flights on Northwest's behalf and Northwe t i entitled to all revenue associated with 
those flights. Under these agreements, Northwest paid $493 million, $454 million and $398 million for 
the years ended December 31, 2003, 2002 and 2001, respectively. The e payments are recorded on a 
net basis as a reduction to passenger revenues. The Company had a payable to Me aba of $23 million 
and $28 million as of December 31, 2003 and 2002, re pectively. As of December 31, 2003, the 
Company has leased 49 Saab 340 aircraft, which are in turn ublea ed to Mesaba. In addition, as of 
December 31, 2003, the Company has leased 10 owned and subleased 25 AVRO regional jet aircraft to 
Mesaba. 
Pinnacle: As of September 30, 2003, Northwest had contributed 88.6% of the Common Stock of 
Pinnacle Airline Corp., the holding company of Pinnacle Airlines, to the Company's pen ion plan in 
lieu of cash contributions totaling $353 million pur uant to an exemption granted by the Department of 
Labor. The Company completed an IPO of the Pinnacle Airline Corp. tock held by the plan on 
November 24, 2003, for net proceed of $255 million, with the proceed being retained by the Plan . 
An additional ca h contribution of approximately $98 million was therefore required to ati fy the 
79 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 13-Related Party Transactions (Continued) 
difference between the original valuation of the shares at the time of their contribution and the 
realized value at the time of the IPO. The Company continues to hold an 11.4% interest in Pinnacle 
Airline Corp. Prior to the IPO, Pinnacle Airlines was fully consolidated and contributed approximately 
$52 million to 2003 operating income. 
Northwest and Pinnacle Airlines have entered into an airline service agreement, under which 
Northwe t determines Pinnacle Airlines' commuter aircraft scheduling and fleet composition. The 
agreement is structured as a capacity purchase agreement whereby Northwest pays Pinnacle Airlines to 
operate the flights on Northwest's behalf and Northwest is entitled to all revenues associated with those 
flights. Under thi agreement, Northwest paid a net $375 million, $188 million and $200 million for the 
years ended December 31 2003, 2002 and 2001, respectively. These payments are recorded on a net 
basi as a reduction to passenger revenues. The Company had a payable of $18 million to Pinnacle 
Airlines as of December 31 2003, and there was no payable as of December 31, 2002. As of 
December 31, 2003, the Company has leased 76 CRJ aircraft, which are in turn subleased to Pinnacle 
Airlines. 
orthwest has approximately $143 million in receivables from Pinnacle Airlines, consisting of a 
$133 million note receivable, of which $13 million was classified as short-term, and a $10 million 
hort-term receivable from a revolving line of credit as of December 31, 2003. 
NWA Funding, LLC ("NWF"): In December 1999, a Receivables Purchase Agreement was 
executed by Northwest, NWF, a wholly-owned, non-consolidated subsidiary of the Company, and certain 
Purchasers pursuant to a securitization transaction. The amount of loss recognized related to 
receivables securitized at December 31, 2001, was not material. NWF maintained a variable undivided 
interest in these receivables and was subject to losses on its share of the receivables and, accordingly, 
maintained an allowance for doubtful accounts. The agreement was a five-year $85 million revolving 
receivables purchase facility, renewable annually for five years at the option of the Purchaser, allowing 
Northwest to sell additional receivables to NWF and NWF to sell variable undivided interests in these 
r ceivables to the Purchaser. The fair value of securitized receivables was estimated from the 
anticipated future cash flows. The Company recorded the discount on the sale of receivables and its 
intere t in NWF' earnings in other non-operating income (expense). The agreement provided for early 
termination upon the occurrence of certain events, including high passenger refunds as a percentage of 
sales and a downgrade in the Company's unsecured credit rating, both of which occurred following the 
events of September 11, 2001. As a result, on January 3, 2002, the facility was paid in full and 
terminated. 
NWA Funding II, LLC ("NWF II"): In June 2002, a second Receivables Purchase Agreement was 
executed by orthwe t, NWA Funding II, LLC ("NWF II"), a wholly-owned, non-consolidated 
ubsidiary of the Company, and third party purchasers ("Purchasers"). The agreement was a 364-day, 
100 million maximum revolving receivables purchase facility, renewable annually for five years at the 
option of the Purchasers, that allowed NWF II to sell variable undivided interests in accounts 
receivable acquired from Northwest to the Purchasers. NWF II paid a yield to the Purchasers equal to 
the rate on Al/Fl commercial paper plus a program fee. The Receivables Purchase Agreement 
terminated in July 2003. The Purchasers then collected $65 million on outstanding receivables. Due to 
ea onal fluctuations in accounts receivable sold under the agreement the Company estimates that 
termination of the program reduced its cash balance at December 31 2003 by approximately 
$50 million. 
80 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 13-Related Party Transactions (Continued) 
WorldSpan: On June 30, 2003, the Company together with the other owners (American and 
Delta) sold WorldSpan to Travel Transaction Processing Corporation, an entity formed by Citigroup 
Venture Capital Equity Partners L.P and Teachers' Merchant Bank. In the sale, the Company old it 
33.7% partnership interest in WorldSpan. The Company received cash proceed of $278 million at the 
time of sale, plus $125 million of credit for future ervices from WorldSpan to be applied over the 
next nine years. As a result of this transaction, the Company recorded a gain of $199 million in other 
income. The Company will recognize the service credits a a reduction to the co t of purchased ervice 
expense in the periods the credits are utilized. 
Orbitz: On December 16, 2003, Orbitz and its airline owner (Northwe t, Continental, Delta, 
United and American) sold approximately 12 million Orbitz shares through an initial public offering, 
which included 9.7% of Northwest's total holdings. Northwe t sold 543,000 hare , with a book value of 
$1.9 million, for approximately $13.3 million and recorded a gain of approximately $11.4 million. The 
Company continues to hold approximately 12% of the out tanding hare , representing a 17% voting 
interest in Orbitz. 
Hotwire: On November 5, 2003, the Company sold its 6.7% intere t in Hotwire to InterActive 
Corp. and received cash proceeds of $40 million. Hotwire operates an online opaque travel ite and 
was founded by Texas Pacific Group and six airlines, including the Company. 
At December 31, 2003, the Company's inve tment in three affiliates, with a book value of 
$56 million based on the equity method, had an aggregate market value of $194 million. 
Note 14-Risk Management and Financial Instruments 
The Company adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, 
which requires the Company to recognize all derivative on the balance heet at fair value. The 
Company uses derivatives as cash flow hedge to manage the price risk of fuel and it expo ure to 
foreign currency fluctuations. SFAS No. 133 requires that for cash flow hedges, which hedge the 
exposure to variable cash flows of a forecasted transaction, the effective portion of the derivative s gain 
or loss be initially reported as a component of other comprehensive income (loss) in the equity section 
of the balance sheet and subsequently reclassified into earnings when the forecasted transaction affects 
earnings. The ineffective portion of the derivative's gain or loss is reported in earning immediately. 
Risk Management: The Company principally uses derivative financial instruments to manage 
specific risks and does not hold or issue them for trading purposes. The notional amounts of financial 
instruments summarized below did not represent amounts exchanged between parties and, therefore, 
are not a measure of the Company's exposure resulting from its use of derivatives. 
Foreign Currency: The Company is exposed to the effect of foreign exchange rate fluctuation on 
the U.S. dollar value of foreign currency-denominated operating revenues and expenses. The 
Company's largest exposure comes from the Japanese yen. In 2003, the Company's yen-denominated 
net cash inflow was approximately 19 billion yen ($164 million). 
81 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 14-Risk Management and Financial Instruments (Continued) 
The Company uses forward contracts, collars or put options to hedge a portion of its anticipated 
yen-denominated ale . The changes in market value of such instruments have historically been highly 
effective at offsetting exchange rate fluctuations in yen-denominated sales. At December 31, 2003, the 
Company recorded $10 million of unrealized losses in accumulated other comprehensive income (loss) 
as a result of forward contracts to sell 22 billion yen ($193 million) at an average forward rate of 
114 yen per dollar with various settlement dates through December 2004, and forward contracts to sell 
five billion yen ($44 million) at an average forward rate of 106 yen per dollar with various settlement 
date through September 2005. The e forward contracts hedge approximately 22% and 6% of the 
Company's anticipated 2004 and 2005 yen-denominated sales, respectively. Hedging gains or losses are 
recorded in revenue when transportation is provided. The Japanese yen financial instruments utilized to 
hedge net yen-denominated cash flows resulted in gains of $1 million, $31 million and $85 million in 
2003 2002 and 2001, respectively. 
Counterparties to these financial instruments expose the Company to credit loss in the event of 
nonperformance, but the Company does not expect any of the counterparties to fail to meet their 
obligations. The amount of such credit exposure is generally the unrealized gains, if any, in such 
contracts. To manage credit risks, the Company selects counterparties based on credit ratings, limits 
exposure to a single counterparty and monitors the market position with each counterparty. It is the 
Company's practice to participate in foreign currency hedging transactions with a maximum span f 
25 months. 
Aircraft Fuel: The Company is exposed to the effect of changes in the price and availability of 
aircraft fuel. In order to provide a measure of control over price and supply, the Company trades and 
ships fuel and maintains fuel storage facilities to support its flight operations. To further manage the 
price risk of fuel costs, the Company primarily utilizes futures contracts traded on regulated futures 
exchanges, swap agreements and options. The changes in market value of such contracts have 
historically been highly effective at offsetting fuel price fluctuations. It is the Company's policy to 
participate in hedging transactions with a maximum span of 18 months. 
As of December 31, 2003, the Company had a nominal amount of unrealized gains in accumulated 
other comprehensive income (loss) as a result of the fuel hedge contracts. Such gains, if realized, will 
be recorded in fuel expense when the related fuel inventory is utilized. Fuel hedge contract 
effectiveness is evaluated on a monthly basis and any ineffective portion is recorded in fuel expense 
immediately. Ineffectiveness of $5 million was recorded in fuel expense for the year ended 
December 31, 2002 and wa immaterial for the years ended December 31, 2003 and 2001. The 
Company has not entered into any futures contracts traded on regulated futures exchanges, swaps, or 
option as of December 31, 2003 in order to hedge its first quarter 2004 or full year 2004 fuel 
requirements. 
Interest Rates: The Company used financial instruments to hedge its exposure to interest rate 
market fluctuations prior to pricing pass-through certificates issued in 2000 and 2001. Additionally, the 
Company used financial instruments to hedge its exposure to interest rate fluctuations on the interest 
rate reset on A320 aircraft financing during the fourth quarter of 2001. As of December 31, 2003, the 
Company had $3 million of unrealized losses in accumulated other comprehensive income (loss), which 
i amortized over the term of the related obligations. 
82 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note 14-Risk Management and Financial Instruments (Continued) 
Fair Values of Financial Instruments: The financial statement carrying values equal the fair values 
of the Company's cash, cash equivalents and short-term investments. As of December 31, these 
amounts were: 
Cash and 
Cash 
Equivalents 
Short-term Investments 
Unrestricted Restricted 
2003 2002 2003 2002 2003 2002 
Cash ..................................... . ........ . 54 
(in millions) 
47 
Available for sale securities . .............................. 1,554 2,050 1,149 
- - 
- - - - 
Total ........... . .................. ... . ... ..... ... . . 1,608 2,097 1,149 
126 100 
126 100 
Cash equivalents are carried at cost and consisted primarily of unrestricted money market funds as 
of December 31, 2003. These instruments approximate fair value due to their short maturity. The 
Company classifies investments with a remaining maturity of more than three months on their 
acquisition date and those temporarily restricted, as short-term investments. 
The financial statement carrying values and estimated fair values of the Company's financial 
instruments, including current maturities, as of December 31 were: 
2003 2002 
Carrying Fair Carrying 
Value Value Value 
(in millions) 
Long-Term Debt ....................... ...... ... . .. . $7,866 $7,035 $6,531 
Mandatorily Redeemable Preferred Security .. ... . .... .. ... . 553 
Series C Preferred Stock ............................. . 236 234 226 
Fair 
Value 
$5,496 
579 
217 
The fair values of the Company's long-term debt were estimated using quoted market prices, 
where available. For long-term debt not actively traded and the Preferred Security, fair values were 
estimated using discounted cash flow analyses based on the Company's current incremental borrowing 
rates for similar types of securities. The fair value of the Series C Preferred Stock shares was estimated 
using current market value of the underlying Common Stock and the Black-Scholes option pricing 
model. 
Note 15-Segment Information 
The Company is managed as one cohesive business unit, of which revenues are derived primarily 
from the commercial transportation of passengers and cargo. Operating revenues from flight segments 
serving a foreign destination are classified into the Pacific or Atlantic regions, as appropriate. The 
following table shows the operating revenues for each region for the years ended December 31: 
Domestic ................................................ . 
Pacific, principally Japan .. . .................................. . 
Atlantic ..... . ..... .... ................ . ......... ... .... . . 
Total operating revenues ................................... . 
83 
2003 2002 2001 
$6,469 
1,921 
1,120 
$9,510 
(in millions) 
$6,410 
2,043 
1,036 
$9,489 
$6,726 
2,144 
1,035 
$9,905 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
Note IS-Segment Information (Continued) 
The ompan s tangible a ets con i t primarily of flight quipment, which are utilized across 
geographic mark t and th refore have not been allocated. 
Note 16-Quarterly Financial Data (Unaudited) 
Unaudited quarterly r suits of operation for the year ended December 31 are summarized below: 
2003: 
Operating re enue ........................ . 
Operating in ome (lo ) ..................... . 
t inc me (lo ) .......................... . 
Basic earnings (loss) per common share ........... . 
Diluted earnings (loss) per common share . ......... . 
2002: 
Operating re enue ........................ . 
Operating inc m (lo ) ..................... . 
et income (lo ) .......................... . 
Basic earnings (loss) per common share ........... . 
Diluted earni,ws (loss) per common share . ......... . 
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 
(in millions, except per share amounts) 
$2 250 
(326) 
$ (396) 
($ 4.62) 
($ 4.62) 
$2,180 
(196) 
$ (171) 
($2.01) 
($ 2.01) 
$2,297 
(73) 
$ 227 
$ 2.64 
$ 2.45 
$2,406 
(46) 
$ (93) 
($ 1.08) 
($ 1.08) 
$2,556 
146 
$ 47 
$ 0.49 
$ 0.49 
$2,564 
8 
$ (46) 
($ 0.55) 
($ 0.55) 
$2,407 
(12) 
$ 370 
$ 4.23 
$ 4.18 
$2,339 
(612) 
$ ( 488) 
($ 5.68) 
($ 5.68) 
Th sum of th quarterly earnings per share amounts may not equal the annual amount reported 
inc per bar amounts ar computed independently for each quarter and for the full year based on 
r pecti e weighted-average common hares outstanding and other dilutive potential common shares. 
Note 17-Subsequent Events (Unaudited) 
Debt Issuance: On January 26, 2004, Northwest completed an offering of $300 million of 
un cured note due 2009. The note ha e a coupon rate of 10%, payable semi-annually in cash on 
F bruary 1 and Augu t l of each year, beginning on Augu t 1, 2004, and are not redeemable prior to 
maturity. Each not was i ued at a pric of $962 per $1,000 principal amount resulting in a yield to 
maturity of 11.0 . Proce d from th note ar to be u ed for working capital and general corporate 
purp e . The note ar guarant ed by NWA Corp. 
4 
 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE 
None. 
Item 9A. CONTROLS AND PROCEDURES 
An evaluation was performed under the supervision and with the participation of the Company's 
management, including the Chief Executive Officer and Executive Vice President and Chief Financial 
Officer, of the effectiveness of the design and operation of the Company's disclosure controls and 
procedures as of December 31, 2003. Based on that evaluation, the Company's management, including 
the Chief Executive Officer and Executive Vice President and Chief Financial Officer, concluded that 
the Company's disclosure controls and procedures were effective in ensuring that material information 
relating to the Company with respect to the period covered by this report was made known to them. 
There have been no significant changes in the Company's internal controls or in other factors that 
could significantly affect internal controls subsequent to December 31, 2003. 
PART III 
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 
The information required by this Item is incorporated by reference and will be set forth under the 
headings "General Information-Section 16(a) Beneficial Ownership Reporting Compliance", 
"Information about our Board of Directors", and "Election of Directors-Information Concerning 
Director-Nominees" to be included in the Company's Proxy Statement for the 2004 Annual Meeting 
of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A 
within 120 days after the end of the last fiscal year. The information regarding executive officers is 
included in Part I of this report under the caption "Executive Officers of the Registrant." 
Item 11. EXECUTIVE COMPENSATION 
The information required by this Item is incorporated by reference and will be set forth under the 
headings "Information about our Board of Directors-Compensation of Directors," "Information about 
our Board of Directors-Compensation Committee Interlocks and Insider Participation" and 
"Executive Compensation" to be included in the Company's Proxy Statement for the 2004 Annual 
Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to 
Regulation 14A within 120 days after the end of the last fiscal year. 
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 
The information required by this Item is incorporated by reference and will be set forth under the 
heading "Beneficial Ownership of Securities" to be included in the Company's Proxy Statement for the 
2004 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission 
pursuant to Regulation 14A within 120 days after the end of the last fiscal year. 
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
The information required by this Item is incorporated by reference and will be set forth under the 
headings "Information about our Board of Directors-Compensation Committee Interlocks and Insider 
Participation" and "Information about our Board of Directors-Related Party Transactions" to be 
included in the Company's Proxy Statement for the 2004 Annual Meeting of Stockholders to be filed 
with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the 
end of the last fiscal year. 
85 
 Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 
The information required by this Item is incorporated by reference and will be set forth under the 
heading "Relationship with Independent Public Accountants" to be included in the Company's Proxy 
Statement for the 2004 Annual Meeting of Stockholders to be filed with the Securities and Exchange 
Commission pursuant to Regulation 14A within 120 days after the end of the last fiscal year. 
PART IV 
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K 
The following is an index of the financial statements, schedules and exhibits included in this 
Report. 
(a) 1. Financial Statements 
Page 
Consolidated Balance Sheets-December 31, 2003 and December 31, 2002 . . . . . . . . . . . . 48 
Consolidated Statements of Operations-For the years ended December 31, 2003, 2002 
and 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 
Consolidated Statements of Cash Flows-For the years ended December 31, 2003, 2002 
and 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 
Consolidated Statements of Common Stockholders' Equity (Deficit)-For the years ended 
December 31, 2003, 2002 and 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 
2. Financial Statement Schedule: 
Schedule II-Valuation of Qualifying Accounts and Reserves-For the years ended 
December 31, 2003, 2002 and 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1 
Schedules not included have been omitted because they are not applicable or because the 
required information is included in the consolidated financial statements or notes thereto. 
3. Exhibits 
The following is an index of the exhibits included in this Report or incorporated herein by 
reference. 
3.1 Restated Certificate of Incorporation of Northwest Airlines Corporation (filed as Exhibit 4.1 
to the Registration Statement on Form S-3, File No. 333-69655 and incorporated herein by 
reference). 
3.2 Amended and Restated Bylaws of Northwest Airlines Corporation. 
3.3 Restated Certificate of Incorporation of Northwest Airlines, Inc. (filed as Exhibit 3.3 to 
Northwest's Registration Statement on Form S-3, File No. 33-74772, and incorporated herein 
by reference). 
3.4 Bylaws of Northwest Airlines, Inc. (filed as Exhibit 4.2 to NWA Corp.'s Quarterly Report on 
Form 10-Q for the quarter ended March 31, 1999 and incorporated herein by reference). 
4.1 Certificate of Designation of Series C Preferred Stock of Northwest Airlines Corporation 
(included in Exhibit 3.1). 
4.2 Certificate of Designation of Series D Junior Participating Preferred Stock of Northwest 
Airlines Corporation (included in Exhibit 3.1). 
4.3 Rights Agreement dated as of ovember 20, 1998 between Northwest Airlines Corporation 
and Norwest Bank Minne ota, N.A., a Rights Agent. 
86 
 4.4 The registrant hereby agrees to furnish to the Commission, upon r que t, copie of certain 
instruments defining the rights of holders of long-term debt of the kind d crib d in It m 
60l(b)(4) of Regulation S-K. 
10.1 Standstill Agreement dated as of Novemb r 15, 2000 among Continental Airlin Inc. 
Northwest Airlines Corporation, Northwe t Airline Holding Corporation and Northwe t 
Airlines, Inc. (filed a Exhibit 99.8 to Continental Airline Inc. Current Report on Form 8-K 
dated November 15, 2000 and incorporated herein by ref r nee). 
10.2 Amended and Restated Standstill Agreement dated May 1, 1998 b tw n Koninklijke 
Luchtvaart Maatschappij N.V and Northwest Airline Corporation. 
10.3 First Amended and Restated Common Stock Registration Right Agreement dated a of 
September 9, 1994 among Northwest Airlines Corporation, th holders of th Serie C 
Preferred Stock and the Original Investor named ther in (filed a Exhibit 10.9 to NWA 
Corp.'s Annual Report on Form 10-K for the year ended December 31 2000 and incorporat d 
herein by reference). 
10.4 Acknowledgement dated November 20, 1998 of Nortbwe t Airlin Corporation regarding 
assumption of obligation a succes or under the Fir t Amended and R stated Common Stock 
Registration Rights Agreement. 
10.5 Airport Use and Lease Agreement dated a of June 21, 2003 between The Charter County of 
Wayne, Michigan and Northwest Airline , Inc. (fil d as Exhibit 10.7 to NWA Corp. s Annual 
Report on Form 10-K for the year ended Decemb r 31, 2002 and incorporat d herein by 
reference). 
10.6 Airline Operating Agreement and Terminal Building Lease Minneapolis-St. Paul International 
Airport dated as of January 1, 1999 between the Metropolitan Airport Commi sion and 
Northwest Airlines, Inc. (filed as Exhibit 10.24 to NWA Corp.'s Annual Report on Form 10-K 
for the year ended December 31, 1999 and incorporated herein by reference). 
10.7 Master Financing Agreement dated as of March 29 1992 among Northwest Airlines 
Corporation, Northwest Airlines, Inc. and the State of Minne ota (filed as Exhibit 10.9 to th 
registration statement on Form S-1, File No. 33-74210, and incorporated herein by reference). 
10.8 Credit and Guarantee Agreement dated as of October 24, 2000 among Northwe t Airlines 
Corporation, Northwest Airlines Holdings Corporation, NWA Inc., Northwe t Airlines, Inc. 
and various lending institution named therein (filed as Exhibit 10.21 to NWA Corp.' Annual 
Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by 
reference). 
10.9 Second Amendment dated as of October 23 2001 to Credit and Guarantee Agreement among 
Northwest Airlines Corporation, Northwe t Airline H !ding rp rati n, NW Inc., 
Northwest Airlines, Inc. and various lending institutions named therein dated a of 
October 24, 2000 (filed as Exhibit 10.13 to NWA Corp.'s Annual Report on Form 10-K for the 
year ended December 31, 2001 and incorporated herein by reference). 
10.10 Third Amendment dated as of September 9, 2002 to Credit and Guarantee Agreement among 
Northwest Airline Corporation Northwest Airlines Holding Corporation, NWA Inc., 
Northwest Airlines, Inc. and various lending institutions named ther in dated as of 
October 24, 2000 (filed as Exhibit 10.1 to NWA Corp.'s Form 10-Q for the quarter ended 
September 30, 2002 and incorporated herein by ref rence ). 
10.11 Fourth Amendment dated as of February 14, 2003 to Credit and Guarant e Agreement among 
Northwest Airlines Corporation, Northwest Airlines Holding Corporation NWA Inc., 
Northwest Airlines, Inc. and variou lending in titution named therein dated as of 
October 24, 2000 (filed as Exhibit 10.1 to NWA Corp.'s Form 10-Q for the quart r nded 
June 30, 2003 and incorporated herein by refer nc ). 
87 
 10.12 Fifth Amendment dated as of May 1 2003 to Credit and Guarantee Agreement among 
Northwest Airlines Corporation, Northwest Airlines Holdings Corporation NWA Inc., 
orthwest Airlines, Inc. and various lending institution named therein dated as of 
October 24, 2000 (filed as Exhibit 10.2 to NWA Corp.'s Form 10-Q for the quarter ended 
June 30, 2003 and incorporated herein by reference). 
10.13 Corrected Schedule I and Schedule II to Aircraft Mortgage and Security Agreement included 
in Exhibit 10.13 to NWA Corp.'s Annual Report on Form 10-K for the year ended 
December 31, 2001 (filed in substitution) (filed as Exhibit 10.2 to NWA Corp.'s Form 10-Q for 
the quarter ended September 30, 2002 and incorporated herein by reference). 
10.14 A319-100 Purchase Agreement dated as of September 19, 1997 between AVSA, S.A.R.L. and 
Northwest Airlines, Inc. (filed as Exhibit 10.1 to NWA Corp.'s Form 10-Q for the quarter 
ended September 30, 1997 and incorporated herein by reference; the Commission has granted 
confidential treatment for certain portions of this document). 
10.15 A330 Purchase Agreement dated as of December 21, 2000 between AVSA, S.A.R.L. and 
Northwest Airlines, Inc. (filed as Exhibit 10.1 to NWA Corp.'s Form 10-Q for the quarter 
ended March 31, 2001 and incorporated herein by reference; the Commission has granted 
confidential treatment for certain portions of this document). 
10.16 Amendment No. 1 to A330 Purchase Agreement dated as of November 26, 2001 between 
AVSA, S.A.R.L. and Northwest Airlines, Inc. (filed as Exhibit 10.14 to NWA Corp.'s Annual 
Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by 
reference; the Commission has granted confidential treatment as to certain portions of this 
document). 
10.17 Amendment No. 2 to A330 Purchase Agreement dated as of December 20, 2002 between 
AVSA, S.A.R.L. and Northwest Airlines, Inc. (filed as Exhibit 10.15 to NWA Corp.'s Annual 
Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by 
reference; the Commission has granted confidential treatment as to certain portions of this 
document). 
10.18 Amendment No. 3 to A330 Purchase Agreement dated as of April 30, 2003 between AVSA, 
S.A.R.L. and Northwest Airlines Inc. (NWA Corp. has filed a request with the Commission 
for confidential treatment as to certain portions of this document). 
10.19 Amendment No. 4 to A330 Purchase Agreement dated as of December 18, 2003 between 
AVSA, S.A.R.L. and Northwest Airlines, Inc. (NWA Corp. has filed a request with the 
Commission for confidential treatment as to certain portions of this document). 
10.20 Bombardier CRJ440 Purchase Agreement dated as of July 6, 2001 between Bombardier Inc. 
and Northwest Airlines, Inc. (filed as Exhibit 10.1 to NWA Corp.'s Quarterly Report on Form 
10-Q for the quarter ended September 30, 2001 and incorporated herein by reference; the 
Commission has granted confidential treatment for certain portions of this document). 
10.21 Preliminary Confirmation and Master Agreement dated October 29, 2003 and January 15, 
1997, respectively, between Citibank, N.A. and Northwest Airlines Corporation (filed as 
Exhibit 10.1 to NWA Corp.'s Form 10-Q for the quarter ended September 30, 2003 and 
incorporated herein by reference). 
10.22 Consulting Agreement dated as of December 20, 2002 between Northwest Airlines, Inc. and 
Aviation Consultants LLC (filed as Exhibit 10.19 to NWA Corp.'s Annual Report on Form 
10-K for the year ended December 31, 2002 and incorporated herein by reference). 
10.23 Agreement dated May 6, 2003 by and between the United States of America (acting through 
the Transportation Security Administration) and orthwest Airlines, Inc. pursuant to the 
Emergency Wartime Supplemental Appropriations Act of 2003. 
88 
 *10.24 Management Compensation Agreement dated as of June 28, 2001 between Northwest Airlines, 
Inc. and Richard H. Anderson (filed as Exhibit 10.17 to NWA Corp.'s Annual Report on 
Form 10-K for the year ended December 31, 2001 and incorporated herein by reference). 
*10.25 Management Compensation Agreement dated as of June 28, 2001 between Northwest Airlines, 
Inc. and Douglas M. Steenland (filed as Exhibit 10.18 to NWA Corp.'s Annual Report on 
Form 10-K for the year ended December 31, 2001 and incorporated herein by reference). 
*10.26 Management Compensation Agreement dated as of January 14, 2002 between Northwest 
Airlines, Inc. and J. Timothy Griffin (filed as Exhibit 10.20 to NWA Corp.' Annual Report on 
Form 10-K for the year ended December 31, 2001 and incorporated herein by reference). 
*10.27 Management Compensation Agreement dated as of January 14, 2002 between Northwest 
Airlines, Inc. and Philip C. Haan (filed as Exhibit 10.21 to NWA Corp.'s Annual Report on 
Form 10-K for the year ended December 31, 2001 and incorporated herein by reference). 
*10.28 Management Compensation Agreement dated as of September 27, 2002 between Northwest 
Airlines, Inc. and Bernard L. Han (filed as Exhibit 10.23 to NWA Corp.'s Annual Report on 
Form 10-K for the year ended December 31, 2002 and incorporated herein by reference). 
*10.29 Northwest Airlines, Inc. Key Employee Annual Cash Incentive Program (filed as Exhibit 10.42 
to the registration statement on Form S-1, File No. 33-74210, and incorporated herein by 
reference). 
*10.30 Northwest Airlines, Inc. Excess Pension Plan for Salaried Employees (2001 Restatement) (filed 
as Exhibit 10.23 to NWA Corp.'s Annual Report on Form 10-K for the year ended 
December 31, 2001 and incorporated herein by reference). 
*10.31 Northwest Airlines, Inc. Supplemental Executive Retirement Plan (2001 Restatement) (filed as 
Exhibit 10.24 to NWA Corp.'s Annual Report on Form 10-K for the year ended December 31, 
2001 and incorporated herein by reference). 
*10.32 Northwest Airlines Corporation 1999 Stock Incentive Plan, as amended (filed as Exhibit 10.26 
to NWA Corp.'s Annual Report on Form 10-K for the year ended December 31, 2001 and 
incorporated herein by reference). 
*10.33 2001 Northwest Airlines Corporation Stock Incentive Plan, as amended (filed as Exhibit 10.43 
to NWA Corp.'s Annual Report on Form 10-K for the year ended December 31, 2000 and 
incorporated herein by reference). 
* 10.34 Northwest Airlines Corporation 1998 Pilots Stock Option Plan. 
*10.35 Amendment to Northwest Airlines Corporation 1998 Pilots Stock Option Plan. 
*10.36 Form of Non-Qualified Stock Option Agreement for executive officers under the 2001 
Northwest Airlines Corporation Stock Incentive Plan (filed as Exhibit 10.28 to NWA Corp.'s 
Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein 
by reference). 
* 10.37 Form of Phantom Stock Unit Award Agreement for executive officers under the 2001 
Northwest Airlines Corporation Stock Incentive Plan (filed as Exhibit 10.39 to NWA Corp.'s 
Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated herein 
by reference). 
*10.38 Form of Deferred Stock Award Agreement for executive officers under the 1999 Northwest 
Airlines Corporation Stock Incentive Plan (filed as Exhibit 10.40 to NWA Corp.'s Annual 
Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by 
reference). 
*10.39 Northwest Airlines Corporation E-Commerce Incentive Compensation Program, including 
form of Award Agreement (filed as Exhibit 10.34 to NWA Corp.' Annual Report on Form 
10-K for the year ended December 31, 2002 and incorporated herein by reference). 
89 
 *10.40 The Chairman's Long-Term Retention and Incentive Program (filed as Exhibit 10.62 to NWA 
Corp.'s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated 
herein by reference). 
*10.41 orthwest Airlines, Inc. 2003 Long-Term Cash Incentive Plan, including form of Award 
* 
Agreement. 
12.1 Computation of Ratio of Earnings to Fixed Charges. 
12.2 Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Requirements. 
21.1 List of Subsidiaries. 
23.1 Consent of Ernst & Young LLP. 
24.1 Powers of Attorney (included in signature page). 
31.1 Rule 13a-14( a)/15d-14( a) Certification of Chief Executive Officer. 
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. 
32.1 Section 1350 Certification of Chief Executive Officer. 
32.2 Section 1350 Certification of Chief Financial Officer. 
Compensatory plans in which the directors and executive officers of Northwest participate. 
(b) Reports on Form 8-K: 
(i) Report dated October 16, 2003, reporting Item 5. "Other Events and Regulation FD 
Disclosure" and Item 9. "Regulation FD Disclosure.' No financial statements were filed with 
the report, which included a press release announcing our financial results for the third 
quarter of 2003 and a letter to investors and analysts on forward looking guidance. 
(ii) Report dated October 29, 2003, reporting Item 5. "Other Events and Regulation FD 
Disclosure." No financial statements were filed with the report, which included a press release 
announcing the intention to issue convertible senior notes due 2023, issued October 29, 2003, 
announcing the pricing of 7.625% convertible senior notes due 2023, issued October 30, 2003, 
and announcing the launch of an offer to exchange 10.5% secured pass-through certificates for 
certain unsecured notes, issued October 30, 2003. 
(c) Exhibits: 
(i) See Item 15(a)(3). 
. (d) Financial Statement Schedules: 
(ii) See Item 15(a)(2). 
90 
 SIGNATURES 
Pursuant to the requirements of Section 13 or 15( d) of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly 
authorized this 4th day of March 2004. 
NORTHWEST AIRLINES CORPORATION 
By: /s/ JAMES G. MATHEWS 
James G. Mathews 
Vice President-Finance and Chief Accounting Officer 
(principal accounting officer) 
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears 
below hereby constitutes and appoints Richard H. Anderson, Bernard L. Han and James G. Mathews 
and each of them individually, his or her true and lawful agent, proxy and attorney-in-fact, with full 
power of substitution and resubstitution, for such individual and in such individual's name, place and 
stead, in any and all capacities, to act on, sign and file with the Securities and Exchang Commission 
any and all amendments to this report together with all schedules and exhibits thereto and to take any 
and all actions which may be necessary or appropriate in connection therewith, and each such 
individual hereby approves, ratifies and confirms all that such agents, proxies and attorneys-in-fact, any 
of them or any of his or their substitute or substitutes may lawfully do or cause to be done by virtue 
hereof. 
91 
 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed 
below on the 4th day of March 2004 by the following persons on behalf of the registrant and in the 
capacities indicated. 
I I RICHARD H. ANDERSO 
Richard H. Anderson 
Chief Executive Officer and Director (principal 
executive officer) 
Isl BERNARD L. HAN 
Bernard L. Han 
Executive Vice President & Chief Financial 
Officer (principal financial officer) 
Isl JAMES G. MATHEWS 
James G. Mathews 
Vice President-Finance and Chief Accounting 
Officer (principal accounting officer) 
Isl GARY L. WILSON 
Gary L. Wilson 
Chairman of the Board Director 
Isl RAY W. BENNI G, JR. 
Ray W Benning, Jr. 
Director 
Isl RICHARD C. BLUM 
Richard C. Blum 
Director 
Isl ALFRED A. CHECCHI 
Alfred A. Checchi 
Director 
Isl JOHN ENGLER 
John Engler 
Director 
92 
Isl ROBERT L. FRIEDMAN 
Robert L. Friedman 
Director 
Isl DORIS KEARNS GOODWIN 
Doris Kearns Goodwin 
Director 
Isl DENNIS F. HIGHTOWER 
Dennis F. Hightower 
Director 
Isl GEORGE J. KOURPIAS 
George J. Kourpias 
Director 
Isl FREDERIC V. MALEK 
Frederic V Malek 
Director 
Isl V. A. RA VINDRAN 
V A. Ravindran 
Director 
Isl MICHAEL G. RISTOW 
Michael G. Ristow 
Director 
Isl DOUGLAS M. STEENLAND 
Douglas M. Steenland 
President and Director 
Leo M. van Wijk 
Director 
 NORTHWEST AIRLINES CORPORATION 
SCHEDULE II-VALUATION OF QUALIFYING ACCOUNTS AND RESERVES 
(In millions) 
Col. A Col. B Col. C Col. B 
Additions 
Charged to 
Balance at Charged to Other 
Beginning Costs and Accounts Deductions 
Description of Period Expenses -Describe -Describe 
Year Ended December 31, 2003 
Allowances deducted from asset accounts: 
Allowance for doubtful accounts ............. $ 19 $11 $- $11(1) 
Accumulated allowance for depreciation of flight 
equipment spare parts ................... 175 25 5(2) 3(3) 
Year Ended December 31, 2002 
Allowances deducted from asset accounts: 
Allowance for doubtful accounts ............. 20 9 10(1) 
Accumulated allowance for depreciation of flight 
equipment spare parts ................... 121 67 22(2) 35(3) 
Year Ended December 31, 2001 
Allowances deducted from asset accounts: 
Allowance for doubtful accounts ............. 16 12 8(1) 
Accumulated allowance for depreciation of flight 
equipment spare parts ................... 131 32 2(2) 44(3) 
(1) Uncollectible accounts written off, net of recoveries 
(2) Interaccount transfers 
(3) Dispositions and write-offs 
S-1 
Col. B 
Balance 
at End 
of Period 
$ 19 
202 
19 
175 
20 
121 
 Northwest Airlines Corporation 
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 
(Dollars in millions) 
Year ended December 31, 
2003 2002 2001 
Earnings: 
Income (loss) before income taxes $ 218 $ (1 ,220) $ (670) 
Le s: Income (loss) from less than 50% owned 
investees 18 37 (5) 
Add: 
Rent ex pen e representative of interest (1) 253 247 237 
Interest expense net of capitalized interest 441 385 326 
Intere t of preferred security holder 25 25 25 
Am01iization of debt discount and expense 24 17 14 
Amortization of interest capitalized 10 5 4 
Adjusted earnings $ 953 $ (578) $ (59) 
Fixed charges: 
Rent expense representative of interest ( 1) $ 253 $ 247 $ 237 
Interest expense net of capitalized interest 441 385 326 
Interest of preferred security holder 25 25 25 
Amortization of debt discount and expense 24 17 14 
Capitalized interest 10 25 29 
Fixed charges 753 $ 699 $ 631 
Ratio of earnings to fixed charges 1.27 (2) (2) 
(1) Calculated as one-third of rentals, which is considered representative of the interest factor. 
(2) Earning were inadequate to cover fi ed charge by 1.2 billion and $690 million for the 
years ended December 31 , 2002 and 2001, respectively. 
$ 
$ 
$ 
$ 
Exhibit 12.1 
2000 1999 
435 $ 487 
92 86 
229 199 
316 348 
27 27 
11 15 
4 4 
930 $ 994 
229 $ 199 
316 348 
27 27 
11 15 
23 16 
606 $ 605 
1.53 1.64 
 Northwest Airlines Corporation 
COMPUTATION OF RA TIO OF EARNINGS TO FIXED CHARGES 
AND PREFERRED STOCK REQUIREMENTS 
(Dollars in millions) 
Year ended December 31, 
2003 2002 2001 
Earnings: 
Income (loss) before income taxes $ 218 $ (1 ,220) $ (670) $ 
Less: Income (loss) from less than 50% owned 
investees 18 37 (5) 
Add: 
Rent expense representative of interest (1) 253 247 237 
Interest expense net of capitalized interest 441 385 326 
Interest of preferred security holder 25 25 25 
Amortization of debt discount and expense 24 17 14 
Amortization of interest capitalized 10 5 4 
Adjusted earnings $ 953 $ (578) $ (59) $ 
Fixed charges and preferred stock requirements: 
Rent expense representative of interest (1) $ 253 $ 247 $ 237 $ 
Interest expense net of capitalized interest 441 385 326 
Preferred stock requirements 12 
Interest of preferred security holder 25 25 25 
Amortization of debt discount and expense 24 17 14 
Capitalized interest 10 25 29 
Fixed charges and preferred 
stock requirements $ 765 $ 700 $ 632 $ 
Ratio of earnings to fixed charges 
and preferred stock requirements 1.25 (2) (2) 
(1) Calculated as one-third of rentals, which is considered representative of the interest factor. 
(2) Earnings were inadequate to cover fixed charges by $1 .28 billion and $691 million for the 
years ended December 31 , 2002 and 2001 , respectively. 
Exhibit 12.2 
2000 1999 
435 $ 487 
92 86 
229 199 
316 348 
27 27 
11 15 
4 4 
930 $ 994 
229 $ 199 
316 348 
1 
27 27 
11 15 
23 16 
607 $ 606 
1.53 1.64 
 RULE 13a-14(a)/1 5d-14(a) CERTIFICATIONS EXHIBIT 31.1 
I, Richard H. Anderson, certify that: 
1. I have reviewed this annual repori on Form 10-K of Northwest Airlines Corporation; 
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit 
to state a material fact necessary to make the statements made, in light of the circumstances under which such 
statements were made, not misleading with respect to the period covered by this annual report; 
3. Based on my knowledge, the financial statements, and other financial information included in this annual 
report, fairly present in all material respects the financial condition, results of operations and cash flows of the 
registrant as of, and for, the periods presented in this annual report; 
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure 
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and 
have: 
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to 
be designed under our supervision, to ensure that material information relating to the registrant, including 
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the 
period in which this report is being prepared; 
b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this 
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of 
the period covered by this annual report based on such evaluation; and 
c) disclosed in this annual report any change in the registrant's internal control over financial reporting 
that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the 
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the 
registrant's internal control over financial reporting; and 
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal 
control over financial reporiing, to the registrant's auditors and the au it committee ofregistrant's board of 
directors (or persons performing the equivalent func ions): 
a) all significant deficiencies and material weaknesses in the design or operation of internal control over 
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, 
process summarize and report financial information; and 
b) any fraud, whether or not material, that involves management or other employees who have a 
significant role in the registrant's internal control over financial reporting. 
Date: March 4, 2004 
Isl RICHARD H. ANDERSON 
Richard H. Anderson 
Chief Executi e Officer 
 RULE 13a-14(a)/15d-14(a) CERTIFICATIONS EXHIBIT 31 .2 
I, Bernard L. Han, certify that: 
1. I have reviewed this annual report on Form 10-K of Northwest Airlines Corporation; 
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit 
to state a material fact necessary to make the statements made, in light of the circumstance under which uch 
statements were made, not misleading with respect to the period covered by thi annual report; 
3. Based on my knowledge, the financial statements, and other financial information included in this annual 
report, fairly pre ent in all material respects the financial condition, re ults of operations and cash flows of the 
registrant as of, and for, the periods presented in this annual report; 
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure 
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and 
have: 
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to 
be designed under our supervision, to ensure that material information relating to the registrant, including 
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the 
period in which this report is being prepared; 
b) evaluated the effectiveness of the registrant's disclosure controls and procedures and pre ented in this 
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of 
the period covered by this annual report based on such evaluation; and 
c) disclosed in this annual report any change in the registrant's internal control over financial reporting 
that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the 
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the 
registrant's internal control over financial reporting; and 
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal 
control over financial reporting, to the registrant's auditors and the audit committee ofregistrant's board of 
directors (or persons performing the equivalent functions): 
a) all significant deficiencies and material weaknesses in the design or operation of internal control over 
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, 
process, summarize and report financial information; and 
b) any fraud, whether or not material, that involves management or other employees who have a 
significant role in the registrant's internal control over financial reporting. 
Date: March 4, 2004 
I I BERNARD L. HAN 
Bernard L. Han 
Chief Financial Officer 
 SECTIO 1350 CERTIFICATIONS EXHIBIT 32.1 
In connection with the Annual Report of Northwest Airlines Corporation (the "Company") on Form 10-K for the 
period ending December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the 
"Report") I Richard H. Anderson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.  1350, 
a adopted pur uant to  906 of the Sarbanes-Oxley Act of 2002, that: 
(1) The Report fully complies with the requirements of section 13(a) or 15( d) of the Securities Exchange Act of 
1934;and 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and 
results of operations of the Company. 
/s/ RICHARD H. ANDERSON 
Richard H. Anderson 
Chief Executive Officer 
March 4, 2004 
 SECTION 1350 CERTIFICATIONS EXHIBIT 32.2 
In connection with the Annual Report of Northwest Airlines Corporation (the "Company") on Form 10-K for the 
period ending December 31 , 2003 as filed with the Securities and Exchange Commission on the date hereof (the 
"Report''), I, Bernard L. Han, Chief Financial Officer of the Company, certify, pur uant to 18 U.S.C. S 1350, as 
adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that: 
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 
1934; and 
(2) The infonnation contained in the Report fairly presents, in all material respects, the financial condition and 
results of operations of the Company. 
/s/ BERNARD L. HAN 
Bernard L. Han 
Chief Financial Officer 
March 4, 2004