In the Matter of Delta Air Lines, Inc. and Northwest Airlines, Inc.

April 2, 2013 SEC CRMD IN THE MATTER OF DELTA AIR LINES, INC. SEC Registration No. FS200920070 and NORTHWEST AIRLINES, INC. SEC Registration No. F000000054 FOR VIOLATION OF THE CORPORATION CODE OF THE PHILIPPINES AND THE SEC GUIDELINES ON REPORTORIAL REQUIREMENTS ORDER WHEREAS on 31 October 2012 an authenticated copy of the Articles of Merger between Delta Air Lines, Inc. (DELTA) and Northwest Airlines, Inc. (NORTHWEST) dated 16 December 2009 was submitted to the Commission. That said Articles state that NORTHWEST will be merged into DELTA and that the merger becomes effective on 31 December 2009. WHEREAS, a license to transact business in the Philippines was issued to both NORTHWEST on 10 April 1947 and to DELTA on 29 December 2009 to establish its branch office in the Philippines. WHEREAS, Section 132 of the Corporation Code of the Philippines (the Code) provides: Whenever a foreign corporation authorized to transact business in the Philippines shall be a party to a merger or consolidation in its home country or state as permitted by the law of its incorporation, such foreign corporation shall, within sixty (60) days after such merger or consolidation becomes effective, file with the Securities and Exchange Commission, and in proper cases with the appropriate government agency, a copy of the articles of merger or consolidation duly authenticated by the proper official or officials of the country or state under the laws of which merger or consolidation was effected: Provided, however, That if the absorbed corporation is the foreign corporation doing business in the Philippines, the latter shall at the same time file a petition for withdrawal of its license in accordance with this Title. aEIADT WHEREAS on 06 December 2012, DELTA, as the surviving corporation, was directed to comply with the Commission's requirements for the filing of the articles of merger and for NORTHWEST, as the absorbed corporation, to file a petition for the withdrawal of its license to transact business in the Philippines as a result of the merger. WHEREAS, on 10 January 2013, records of DELTA and NORTHWEST on file with the Commission, show that both branch office failed to deposit the required securities within the prescribed period as mandated by Section 126 of the Code and Memorandum Circular No. 2, series of 2012. However, considering that NORTHWEST is the absorbed corporation, there is no need to further comply with the requirements of securities deposit. WHEREAS, the records show that the subject branch offices failed to comply with the above directives. WHEREAS, more than sufficient time has been given to both branch offices to comply with the requirements of the Code and the Commission's rules and regulations on reportorial requirements. WHEREFORE, DELTA, as the surviving corporation, is directed to pay the penalty for violation of Section 126 and Section 132 of the Code and to file its petition to withdraw license to transact business of Northwest Airlines, Inc. within thirty (30) days from the date of the Order. Failure to comply with the said directive shall compel the Commission to institute appropriate action against DELTA and an action for revocation against NORTHWEST. SO ORDERED. Mandaluyong City, April 2, 2013. AacCIT (SGD.) FERDINAND B. SALES Acting Director ATTACHMENT