Delta Airlines 2010 Annual Report Download - page 92

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. 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 unaudited pro forma combined results of operations give effect to the Merger as if it had occurred at the beginning of the period 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
date 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, which are not reflected in the unaudited pro
forma combined results of operations shown below.
Year Ended
December 31,
(in millions, except per share data) 2008(1)(2)
Operating revenue $ 34,288
Net loss (14,706)
Basic and diluted loss per share (18.13)
(1) Includes a $1.1 billion one-time primarily non-cash charge related to the issuance or vesting of employee equity awards in connection with the Merger.
(2) Includes $11.6 billion in non-cash charges from impairments of goodwill and other intangible assets for Delta and Northwest prior to the Closing Date.
NOTE 13. EQUITY AND EQUITY COMPENSATION
Equity
Common Stock. We are authorized to issue 2.0 billion shares of capital stock, of which up to 1.5 billion may be shares of common stock, par value $0.0001
per share, and up to 500 million may be shares of preferred stock.
In connection with the Merger, we issued, or expect to issue, a total of 339 million shares of Delta common stock in exchange for the Northwest common
stock outstanding on the Closing Date or issuable under Northwest's Plan of Reorganization. Additionally, in connection with the Merger, we (1) issued
50 million shares of common stock to eligible Delta and Northwest pilots; (2) granted 34 million shares of common stock to substantially all U.S. based non-
pilot employees of Delta and Northwest; and (3) granted 17 million shares of restricted stock and non-qualified stock options to purchase 12 million shares of
common stock to management personnel.
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