Delta Airlines 2009 Annual Report Download - page 75

Table of Contents
The table below represents the allocation of the total consideration to tangible and intangible assets acquired and liabilities assumed from Northwest in the
Merger based on our estimate of their respective fair values on the Closing Date:
(in millions)
Cash and cash equivalents $ 2,441
Other current assets 2,732
Property and equipment 8,536
Goodwill 4,632
Identifiable intangible assets 2,701
Other noncurrent assets 292
Long-term debt and capital leases (6,239)
Pension and postretirement related benefits (4,010)
Air traffic liability and frequent flyer deferred revenue (3,802)
Other liabilities assumed (3,930)
Total purchase price $ 3,353
The excess of the purchase price over the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed from Northwest in
the Merger was allocated to goodwill. We believe that the portion of the purchase price attributable to goodwill represents the benefits expected to be realized
from the Merger, as discussed above. This goodwill is not deductible or amortizable for tax purposes.
The following table summarizes the identifiable intangible assets acquired:
Weighted-
Average Life in Gross Carrying
(in millions) Years Amount
Indefinite-lived intangible assets:
International routes and slots N/A $ 2,140
SkyTeam alliance N/A 380
Domestic routes and slots N/A 110
Other N/A 1
Total indefinite-lived intangible assets $ 2,631
Definite-lived intangible assets:
Northwest tradename 1.5 40
Marketing agreements 14 26
Domestic routes and slots 1 4
Total definite-lived intangible assets 6 $ 70
Total identifiable intangible assets $ 2,701
The following unaudited pro forma combined results of operations give effect to the Merger as if it had occurred at the beginning of the periods presented.
The unaudited pro forma combined results of operations do not purport to represent Delta's consolidated results of operations had the Merger occurred on the
dates assumed, nor are these results necessarily indicative of Delta's future consolidated results of operations. We expect to realize significant benefits from
integrating the operations of Delta and Northwest, as discussed above, and to incur certain one-time cash costs. The unaudited pro forma combined results of
operations do not reflect these benefits or costs. Additionally, to improve the comparability of the information presented, the unaudited pro forma combined
results of operations for the year ended December 31, 2007 include pro forma historical results of operations of Delta and Northwest adjusted to reflect (1) the
impact of fresh start reporting as if both companies had emerged from bankruptcy on January 1, 2007 and (2) changes in accounting principles as if adoption
had occurred on January 1, 2007. 70