UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

þ	ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2004
or
o	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 001-31898

PINNACLE AIRLINES CORP.

(Exact name of registrant as specified in its charter)

Delaware	03-0376558
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1689 Nonconnah Blvd, Suite 111 Memphis, Tennessee (Address of principal executive offices)	38132 (Zip Code)

Registrant’s telephone number, including area code:

901-348-4100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Name of each exchange on which registered:
Common Stock, $.01 par value	Nasdaq National Market

Securities registered pursuant to Section 12(g) of the Act:

None

          Indicate by check mark whether 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 þ          No o

          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 registrants 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.     þ

          Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).     Yes þ          No o

          The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was $219 million as of June 30, 2004.

          As of March 1, 2005, 21,950,260 shares of common stock were outstanding.

Documents Incorporated by Reference

      Certain information called for by Part III of Form 10-K is incorporated by reference to the Proxy Statement for our 2005 Annual Meeting of Stockholders to be filed with the Commission within 120 days after December 31, 2004.

EXPLANATORY NOTE

      We are filing this Form 10-K/ A (Amendment No. 1) to our Annual Report on Form  10-K for the fiscal year ended December 31, 2004, which was originally filed on March 15, 2005, to re-file the Report of Independent Registered Public Accounting Firm, under Item 8. The sole reason we are filing this amendment is because the original filing inadvertently omitted the conformed signature of Ernst & Young LLP on the Report.

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm	39
Consolidated Statements of Income for the Years Ended December 31, 2004, 2003 and 2002	40
Consolidated Balance Sheets as of December 31, 2004 and 2003	41
Consolidated Statements of Stockholders’ Equity (Deficiency) for the Years Ended December 31, 2004, 2003 and 2002	42
Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2003 and 2002	43
Notes to Consolidated Financial Statements	44

38

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Pinnacle Airlines Corp.

      We have audited the accompanying consolidated balance sheets of Pinnacle Airlines Corp. as of December 31, 2004 and 2003, and the related consolidated statements of income, stockholders’ equity (deficiency), and cash flows for each of the three years in the period ended December 31, 2004. 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 the auditing standards of the Public Company Accounting Oversight Board (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 Pinnacle Airlines Corp. at December 31, 2004 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Pinnacle Airlines Corp.’s internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2005 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Memphis, Tennessee

March 9, 2005

39

PINNACLE AIRLINES CORP.

CONSOLIDATED STATEMENTS OF INCOME

		Years Ended December 31,
		2004			2003			2002
		(In thousands, except per share data)
Operating revenues:
	Regional airline services	$	631,504		$	450,611		$	325,386
	Other		3,944			6,159			6,182
Total operating revenues			635,448			456,770			331,568
Operating expenses:
	Salaries, wages and benefits		105,143			83,316			69,086
	Aircraft fuel		83,572			55,007			33,932
	Aircraft maintenance, materials and repairs		23,545			14,116			13,276
	Aircraft rentals		209,047			136,273			87,016
	Other rentals and landing fees		37,101			29,255			22,818
	Ground handling services		65,877			44,622			23,422
	Depreciation		3,153			2,912			6,141
	Government reimbursements		—			(1,114	)		—
	Other		40,707			28,214			28,221
Total operating expenses			568,145			392,601			283,912
Operating income			67,303			64,169			47,656
Operating income as a percentage of operating revenues			10.6%			14.0%			14.4%
Nonoperating (expense) income
	Interest income		301			230			3,001
	Interest expense		(4,907	)		(7,387	)		(409	)
	Miscellaneous income, net		428			387			80
Total nonoperating (expense) income			(4,178	)		(6,770	)		2,672
Income before income taxes			63,125			57,399			50,328
Income tax expense			22,400			22,332			19,543
Net income		$	40,725		$	35,067		$	30,785
Basic earnings per share		$	1.86		$	1.60		$	1.41
Diluted earnings per share		$	1.86		$	1.60		$	1.41
Shares used in computing basic earnings per share			21,892			21,892			21,892
Shares used in computing diluted earnings per share			21,911			21,892			21,892

The accompanying notes are an integral part of these consolidated financial statements.

40

PINNACLE AIRLINES CORP.

CONSOLIDATED BALANCE SHEETS

				December 31,
				2004			2003
				(In thousands, except share
				data)
ASSETS
Current assets:
Cash and cash equivalents				$	34,912		$	31,523
	Receivables, principally from Northwest, net of allowances of $34 in 2004 and $146 in 2003				25,139			17,524
	Spare parts and supplies, net of allowances of $352 in 2004 and $2,606 in 2003				5,341			3,773
	Prepaid expenses and other assets				5,644			6,810
	Deferred income taxes				860			2,549
		Total current assets			71,896			62,179
Property and equipment:
	Aircraft and rotable spares				35,837			32,779
	Other property and equipment				16,161			14,081
	Office furniture and fixtures				1,863			1,258
					53,861			48,118
	Less accumulated depreciation				(14,445	)		(13,832	)
	Net property and equipment				39,416			34,286
	Other assets, primarily aircraft deposits with Northwest				21,111			14,019
	Goodwill, net of amortization of $4,027				18,422			18,422
	Contractual rights acquired from Northwest				15,115			—
	Total assets			$	165,960		$	128,906
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities:
	Accounts payable			$	16,983		$	9,716
	Accrued expenses				15,083			11,332
	Line of credit with Northwest				—			10,000
	Income taxes payable				1,633			5,596
	Other current liabilities, including $5,115 due Northwest for contractual rights at December 31, 2004				6,756			806
	Current portion of note payable to Northwest				—			12,000
		Total current liabilities			40,455			49,450
Deferred income taxes					7,105			6,400
Note payable and line of credit from Northwest refinanced subsequent to December 31, 2004					125,000			120,000
Other liabilities					948			1,438
Commitments and contingencies
Stockholders’ deficiency:
	Preferred stock, par value $0.01 per share; 1,000,000 shares authorized, no shares issued				—			—
	Series A preferred stock, stated value $100 per share; one share authorized and issued				—			—
	Series common stock, par value $0.01 per share; 5,000,000 shares authorized; no shares issued				—			—
	Common stock, $0.01 par value; 40,000,000 shares authorized, 21,950,260 and 21,892,060 shares issued in 2004 and 2003, respectively				220			219
	Additional paid-in capital				85,603			84,973
	Accumulated deficit				(92,849	)		(133,574	)
	Unearned compensation on restricted stock				(522	)		—
			Total stockholders’ deficiency		(7,548	)		(48,382	)
			Total liabilities and stockholders’ deficiency	$	165,960		$	128,906

The accompanying notes are an integral part of these consolidated financial statements.

41

PINNACLE AIRLINES CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

									Unearned
				Additional		Retained			Compensation
		Common		Paid-In		Earnings			on Restricted
		Stock		Capital		(Deficiency)			Stock			Total
		(In thousands, except share and per share data)
Balance, December 31, 2001		$	219	$	34,973	$	20,459		$	—		$	55,651
	Dividend to Northwest of spare parts and engines ($0.20 per share)		—		—		(4,385	)		—			(4,385	)
	Net income		—		—		30,785			—			30,785
Balance, December 31, 2002			219		34,973		46,859			—			82,051
	Contribution of capital by Northwest		—		50,000		—			—			50,000
	Dividend to Northwest ($9.84 per share)		—		—		(215,500	)		—			(215,500	)
	Net income		—		—		35,067			—			35,067
Balance, December 31, 2003			219		84,973		(133,574	)		—			(48,382	)
	Restricted stock issuance — 58,200 shares		1		630		—			(631	)		—
	Amortization of unearned compensation		—		—		—			109			109
	Net income		—		—		40,725			—			40,725
Balance, December 31, 2004		$	220	$	85,603	$	(92,849	)	$	(522	)	$	(7,548	)

The accompanying notes are an integral part of these consolidated financial statements.

42

PINNACLE AIRLINES CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

					Years Ended December 31,
					2004			2003			2002
					(In thousands)
Operating activities
	Net income				$	40,725		$	35,067		$	30,785
	Adjustments to reconcile net income to cash provided by (used in) operating activities:
		Depreciation				3,153			2,912			6,141
		(Gain) loss on disposal of equipment and rotable spares				(445	)		225			43
		Deferred income taxes				2,394			1,885			1,019
		Provision for spare parts and supplies obsolescence				177			106			623
		Other				(217	)		(180	)		(145	)
		Amortization of unearned compensation				109			—			—
		Changes in operating assets and liabilities:
			Receivables, principally from Northwest			(7,575	)		5,168			(40,622	)
			Spare parts and supplies			(1,905	)		(954	)		(172	)
			Prepaid expenses and other current assets			1,166			7,782			(9,469	)
			Aircraft deposits paid to Northwest			(7,350	)		(4,375	)		(8,925	)
			Accounts payable and accrued expenses			10,975			(2,213	)		3,676
			Other current liabilities			753			(121	)		(398	)
			Income taxes payable			(3,963	)		4,780			17,398
				Cash provided by (used in) operating activities		37,997			50,082			(46	)
Investing activities
	Purchases of property and equipment					(8,647	)		(10,894	)		(4,415	)
	Proceeds from the sale of property and equipment					1,057			—			—
	Purchase of contractual rights from Northwest					(10,000	)		—			—
				Cash used in investing activities		(17,590	)		(10,894	)		(4,415	)
Financing activities
	Payments on long-term debt					(12,000	)		(18,000	)		—
	Repayments on line of credit with bank					—			(4,245	)		—
	(Repayments) borrowings under line of credit with Northwest					(5,000	)		10,000			—
	Advances from Northwest for manufacturer credits					—			—			7,150
	Other financing activities					(18	)		—			—
				Cash (used in) provided by financing activities		(17,018	)		(12,245	)		7,150
Net increase in cash and cash equivalents						3,389			26,943			2,689
Cash and cash equivalents at beginning of period						31,523			4,580			1,891
Cash and cash equivalents at end of period					$	34,912		$	31,523		$	4,580
Supplemental disclosure of cash flow information
	Interest paid				$	5,920		$	6,345		$	357
	Income tax payments				$	23,970		$	15,553		$	1,024
Other non-cash transactions
	Dividends issued to Northwest				$	—		$	215,500		$	4,385
	Capital contribution from Northwest applied to note payable				$	—		$	50,000		$	—
	Payment owed to Northwest for contractual rights				$	5,115		$	—		$	—
	Property acquired through a capital lease obligation				$	87		$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements.

43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

1.     Description of Business

      Pinnacle Airlines Corp. (the “Company”), operates through its wholly owned subsidiary, Pinnacle Airlines, Inc., as a regional airline providing airline capacity to Northwest Airlines, Inc. (“Northwest”), a wholly owned indirect subsidiary of Northwest Airlines Corporation. The Company operates as a Northwest Airlink carrier at Northwest’s domestic hub airports in Detroit, Minneapolis/St. Paul and Memphis, and the regional focus cities of Indianapolis and Milwaukee. As of December 31, 2004, the Company operated an all-regional jet fleet of 117 Canadair Regional Jet (“CRJ”) aircraft and offered regional airline services with approximately 660 daily departures to 103 cities in 35 states and four Canadian provinces. The Company offered service with 76 CRJ aircraft with approximately 490 daily departures to 81 cities in 29 states and two Canadian provinces as of December 31, 2003.

      Pinnacle Airlines Corp. was incorporated in Delaware on January 10, 2002 to be the holding company of Pinnacle Airlines, Inc., which is a predecessor to the Company and was incorporated in Georgia in 1985. Pinnacle Airlines, Inc. was acquired in April 1997 by Northwest Airlines Corporation. Since the acquisition, Pinnacle Airlines, Inc. has provided regional airline services exclusively to Northwest. Prior to September 2003, Northwest was the majority owner of the Company and designed the Company’s operations to increase overall system revenues of Northwest rather than to maximize the Company’s stand-alone profitability. The historical financial information does not reflect what the financial position, results of operations and cash flows of the Company would have been as a stand-alone entity for all periods presented.

2.     Significant Accounting Policies

Principles of Consolidation

      The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of Pinnacle Airlines Corp. and its wholly-owned subsidiary, Pinnacle Airlines, Inc., as if Pinnacle Airlines Corp. existed for all periods presented. All intercompany transactions have been eliminated in consolidation.

Cash and Cash Equivalents

      Cash equivalents consist of short-term, highly liquid investments, which are readily convertible into cash and have initial maturities of three months or less.

Revenue Recognition

      As discussed in Note 3, the Company’s Airline Services Agreement (“ASA”) provides a monthly margin payment calculated to achieve a target operating margin, based on reimbursement payments and payments based on pre-set rates. The Company recognizes revenue when services are provided. The monthly margin payment plus total reimbursement payments and payments based on pre-set rates are recognized as revenue at the gross amount billed.

      As the payments based on pre-set rates are not based on the actual expenses incurred, the Company’s actual annual unadjusted operating margin may fall outside the then applicable floor or ceiling stipulated in the ASA. The ASA provides for a year-end adjustment to bring the Company’s operating margin to the applicable floor or ceiling. For the years ended December 31, 2004, 2003 and 2002, no margin adjustment payments were required.

      Any penalties incurred by the Company in providing regional airline services to Northwest are treated as reductions in revenue. For the years ended December 31, 2004 and 2003, the Company recorded penalties of $1,878 and $664, respectively. In 2002, there were no provisions in the ASA for performance penalties.

44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

2.     Significant Accounting Policies — (Continued)

Allowance for Doubtful Accounts

      The Company grants trade credit to certain approved customers. The Company performs a monthly analysis of outstanding trade receivables to assess the likelihood of collection. For balances where the Company does not expect full payment of amounts owed, the Company will record an allowance to adjust the trade receivable to the Company’s best estimate of the amount it will ultimately collect.

Concentration of Credit Risk

      Substantially all of the Company’s revenues have been derived from Northwest in the past and will continue to be derived from Northwest under the operating agreement discussed in Note 3. As a result, the Company has a significant concentration of its accounts receivable with Northwest with no collateral.

Property and Equipment

      Property and equipment, consisting primarily of flight equipment and other property, are stated at cost. Expenditures for major renewals, modifications and improvements are capitalized when such costs are determined to extend the useful life of the asset. Property and equipment are depreciated to estimated residual values using the straight-line method over the estimated useful lives of the assets, which generally range from seven to fifteen years for flight equipment and three to ten years for other property and equipment. Depreciation of flight equipment is determined by allocating the cost, net of estimated residual value, over the shorter of the asset’s useful life or the remaining lease terms of related aircraft.

Spare Parts and Supplies

      Spare parts and supplies consist of expendable parts and maintenance supplies related to flight equipment, which are carried at cost using the first-in, first-out (FIFO) method. Spare parts and supplies are recorded as inventory when purchased and charged to expense as used. An allowance for obsolescence for spare parts expected to be on hand at the date the aircraft are retired from service is provided over the remaining estimated useful life of the related aircraft equipment. In addition, an allowance for spare parts currently identified as obsolete or excess is provided. These allowances are based on management estimates and are subject to change.

Maintenance

      The Company operates under a Federal Aviation Administration-approved continuous inspection and maintenance program. Maintenance and repair costs for owned and leased flight equipment, including the overhaul of aircraft components, are charged to operating expense as incurred, except for the maintenance costs covered by power-by-the-hour agreements that are expensed based on specific operational events.

Warranty

      The Company files claims for vendor refunds on warrantable spare parts and flight equipment that require repair or replacement. The Company reduces its aircraft maintenance costs when claims are filed by the amount it expects to recover from vendors. The balance of outstanding warranty claims, net of allowance, at December 31, 2004 and 2003 was $834 and $0, respectively.

Manufacturer Credits

      The Company purchases from Northwest certain manufacturer credits that are used by the Company to acquire flight equipment, spare parts and supplies and maintenance services. Under its operating agreement

45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

2.     Significant Accounting Policies — (Continued)

with Northwest, the Company may decline to purchase credits that it does not plan to utilize within 180 days. Available manufacturer credits of $2,206 and $3,645 at December 31, 2004 and 2003, respectively, are included in prepaid expenses and other assets in the Company’s consolidate balance sheets.

      For the years ended December 31, 2004, 2003 and 2002, the Company obtained manufacturer credits from Northwest in the amount of $4,386, $8,935 and $7,150, respectively.

Aircraft Deposits

      The Company pays to Northwest a deposit of $175 with the delivery of each CRJ. As provided in the aircraft lease agreement between the Company and Northwest, the deposits may be refunded to the Company upon the expiration of the operating agreement between the Company and Northwest, or they may be used in settlement of the final rent payment due to Northwest. Aircraft deposits are shown as other assets in the Company’s consolidated balance sheet.

Income Taxes

      The Company accounts for income taxes under the liability method, which requires that deferred taxes be recorded at the statutory rate to be in effect when the taxes are paid. Deferred income taxes are provided for the tax effect of temporary differences in the recognition of income and expenses for financial reporting and income tax reporting.

Goodwill

      Goodwill represents the excess of the purchase price over the fair value of acquired net assets. Goodwill in the amount of $22,449 was recorded in connection with the Northwest acquisition of the Company in 1997.

      Effective January 1, 2002, the Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standard (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” Under SFAS No. 142, goodwill amortization ceases when the new standard is adopted. The new rules also require an initial goodwill impairment assessment in the year of adoption and annual impairment tests thereafter. For purposes of this standard, the Company considers it to have one reporting unit consisting of regional airline services. Each October, the Company performs the annual impairment test. In conducting the test for 2004, the Company concluded that its goodwill is not impaired.

Contractual Rights Acquired from Northwest

      Contractual rights were acquired from Northwest under Amendment No. 4 to the ASA. Among other things, Amendment No. 4 granted the Company the right to operate an additional ten CRJs during the remaining term of the ASA. The delivery of the ten additional aircraft, which will begin in the second quarter of 2005, will increase the Company’s fleet to 139 by September 2005. In consideration of these contractual rights, the Company agreed to pay $15,115 to Northwest, $10,000 of which was paid in the fourth quarter of 2004. The remaining $5,115 is included in other current liabilities on the Company’s consolidated balance sheet and will be paid during the second quarter of 2005.

      The Company expects these contractual rights to contribute directly to its cash flows, beginning with aircraft deliveries in the second quarter of 2005 and continuing over the remaining term of the ASA. The acquired contractual rights will be amortized on a straight-line basis over the expected period of increased cash flows. The Company expects future amortization associated with this intangible asset to be $796 in 2005 and $1,193 in years 2006 through 2017.

46

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

2.     Significant Accounting Policies — (Continued)

Earnings Per Share

      The Company accounts for earnings per share in accordance with SFAS No. 128, “Earnings per Share.” Basic earnings per common share (“Basic EPS”) excludes dilution and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the periods presented. Diluted earnings per share (“Diluted EPS”) reflects the potential dilution that could occur if securities or other obligations to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. The following table sets forth the computation of basic and diluted earnings per share:

		Years Ended December 31,
		2004		2003		2002
Basic earnings per share:
Net income		$	40,725	$	35,067	$	30,785
Weighted average number of shares outstanding			21,892		21,892		21,892
Basic earnings per share		$	1.86	$	1.60	$	1.41
Diluted earnings per share:
Net income		$	40,725	$	35,067	$	30,785
Share computation:
	Weighted average number of shares outstanding		21,892		21,892		21,892
	Assumed exercises of stock options		19		—		—
	Weighted average number of shares outstanding for diluted earnings per share		21,911		21,892		21,892
Diluted earnings per share		$	1.86	$	1.60	$	1.41

      Options to purchase 727 shares of common stock were excluded from the diluted EPS calculation because the effect would be anti-dilutive.

Stock Options

      The Company accounts for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations (“APB 25”) to measure compensation expense for stock-based compensation plans. Under APB 25, if the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of the grant, no compensation expense is recognized. Since the Company’s stock options have all been granted with exercise prices at fair value, no compensation expense has been recognized under APB 25.

      The following table illustrates the effect on net income and income per share assuming the compensation costs for the Company’s stock option and purchase plans had been determined using the fair value method,

47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

2.     Significant Accounting Policies — (Continued)

prorated over the vesting periods, at the grant dates as required under SFAS No. 123, “Accounting for Stock-Based Compensation,” (“SFAS 123”):

	Years Ended December 31,
	2004		2003		2002
Net income	$	40,725	$	35,067	$	30,785
Add: Stock-based compensation expense included in reported net income, net of tax		68		—		—
Deduct: Stock-based compensation expense determined under the fair value method, net of tax		991		121		—
Pro forma net income	$	39,802	$	34,946	$	30,785
Net income per common share — basic and diluted, as reported	$	1.86	$	1.60	$	1.41
Pro forma net income per common share — basic and diluted	$	1.82	$	1.60	$	1.41

      See Note 14, “Stock-Based Compensation,” for the assumptions used to compute the pro forma amounts above. The pro forma effect on net income per share is not necessarily representative of the effect in future years.

      In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment.” SFAS No. 123R is a revision of SFAS No. 123 and supersedes APB 25. Among other items, SFAS No. 123R eliminates the use of APB 25 and the intrinsic value method of accounting, and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant date fair value of those awards in the financial statements. Pro forma disclosure is no longer an alternative. The effective date of SFAS No. 123R is the first reporting period beginning after June 15, 2005, which is third quarter 2005 for calendar year companies, although early adoption is allowed. SFAS No. 123R permits companies to adopt its requirements using either a “modified prospective” method, or a “modified retrospective” method. Under the “modified prospective” method, compensation cost is recognized in the financial statements beginning with the effective date, based on the requirements of SFAS No. 123R for all share-based payments granted after that date, and based on the requirements of SFAS No. 123 for all unvested awards granted prior to the effective date of SFAS No. 123R. Under the “modified retrospective” method, the requirements are the same as under the “modified prospective” method, but also permits entities to restate financial statements of previous periods based on pro forma disclosures made in accordance with SFAS No. 123. In the above pro forma table, the Company utilizes the Black-Scholes standard option pricing model to measure the fair value of stock options granted to employees. While SFAS No. 123R permits entities to continue to use such a model, the standard also permits the use of a “lattice” model. The Company currently expects to adopt SFAS No. 123R effective July 1, 2005. The Company has also not yet determined the financial statement impact of adopting SFAS No. 123R or whether the adoption will result in amounts that are similar to the current pro forma disclosures under SFAS No. 123.

Impairment of Long-Lived Assets

      The Company evaluates whether there has been an impairment of any of its long-lived assets on an annual basis or if certain circumstances indicate that a possible impairment may exist. Impairment exists when the carrying amount of a long-lived asset is not recoverable (undiscounted cash flows are less than the assets carrying value) and exceeds its fair value. If it is determined that an impairment has occurred, the carrying value of the long-lived asset is reduced to its fair value. Goodwill is tested for impairment under

48

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

2.     Significant Accounting Policies — (Continued)

SFAS No. 142. All other long-lived assets, including intangibles subject to amortization, are evaluated for impairment under SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

Financial Instruments

      Fair values of cash equivalents, receivables, other assets, accounts payable and line of credit approximate their carrying amounts due to the short period of time to maturity.

      The Company invests cash nightly in a repurchase agreement with a bank. The funds are used to purchase a fractional interest in an obligation of the U.S. Government or its agencies (the “Purchased Securities”). The following day, the bank repurchases the Purchased Securities from the Company and the funds and interest are deposited into the Company’s account. The overnight investment balance was $22,806 and $403 at December 31, 2004 and 2003, respectively.

      The Company’s note payable with Northwest had a face value of $120,000 as of December 31, 2004. The Company repurchased the note payable from Northwest in February 2005 for $101,600, which approximates its fair value. The repurchase was done after the Company’s private sale of $121,000 principal amount of its 3.25% senior convertible notes (the “Notes”). See Note 18 for a detailed discussion of the Notes.

Segment Reporting

      The Company has adopted SFAS No. 131, “Disclosure About Segments of an Enterprise and Related Information.” This statement requires disclosures related to the components of a company for which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates in one business segment consisting of regional airline services.

Comprehensive Income

      The Company has no adjustments to net income to arrive at comprehensive income.

Significant Concentration

      One supplier manufactures the Company’s leased CRJ aircraft. One supplier also manufactures the engines used on the CRJ aircraft. These suppliers also provide the Company with parts, repair and other support services for the CRJ aircraft and its engines.

Reclassification

      Certain prior year amounts, primarily amounts for other assets and other liabilities on the Company’s consolidated balance sheet, have been reclassified to conform with the current year presentation. Such reclassifications have no impact on amounts previously reported in the Company’s consolidated statements of income, consolidated statements of stockholders’ equity (deficiency) or consolidated cash flows for operating, investing or financing activities.

     Use of Estimates

      The preparation of the Company’s consolidated financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses and the disclosure of contingent liabilities. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial

49

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

2.     Significant Accounting Policies — (Continued)

statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when the new information becomes available to management.

3. Airline Services Agreement

      The Company and Northwest entered the ASA effective March 1, 2002, and its terms were materially different from the terms of the historical arrangement between the Company and Northwest. The initial agreement provided for a term from March 1, 2002, through February 29, 2012 and would have increased the Company’s fleet to 95 regional jets by December 31, 2004. During 2003, the Company and Northwest entered into certain amendments to the ASA that, among other things, extended the term of the agreement through December 31, 2017, eliminated incentive payments based on certain performance criteria, lowered the Company’s target operating margin from 14% to 10% effective December 1, 2003, and provided for an increase in the size of the Company’s fleet to 129 regional jets by December 31, 2005. Upon expiration, the ASA is automatically renewed for successive five-year periods unless terminated by the Company or Northwest. In 2004, the Company entered into Amendment No. 4 to the ASA with Northwest that, among other things, increased from 129 to 139 the number of CRJs that the Company may operate under the ASA. Also, this Amendment provided that the Company would pay $15,115 to Northwest in consideration for the agreements and covenants therein.

      Under the ASA, the Company receives the following payments from Northwest:

      Reimbursement payments. The Company receives monthly reimbursements for all expenses relating to: passenger aircraft fuel; basic aircraft rentals; aviation liability, war risk and hull insurance; third-party deicing services; CRJ third-party engine and airframe maintenance; hub and maintenance facility rentals; passenger security costs; ground handling in cities where Northwest has ground handling operations; Detroit landing fees and property taxes. Since the Company is reimbursed by Northwest for the actual expenses incurred for these items, the Company has no financial risk associated with cost fluctuations.

      Payments based on pre-set rates. The Company is entitled to receive semi-monthly payments for each block hour and cycle it operates and a monthly fixed cost payment based on the size of its fleet. These payments are designed to cover all of the Company’s expenses incurred with respect to the ASA that are not covered by the reimbursement payments. The substantial majority of these expenses relate to labor costs, ground handling costs in cities where Northwest does not have ground handling operations, landing fees in cities other than Detroit, overhead and depreciation.

      Margin payments. The Company receives a monthly margin payment based on the revenues described above calculated to achieve a target operating margin. The target operating margin for the ten months ended December 31, 2002, and the eleven months ended November 30, 2003 was 14%. Following the Company’s initial public offering, as discussed in Note 5, the Company and Northwest amended the ASA to lower the Company’s target operating margin to 10%, effective December 1, 2003. Under the amended ASA, the Company’s target operating margin will be reset to a market-based percentage in 2008, but the reset target operating margin will be no lower than 8% and no higher than 12%.

      The portion of any margin payments attributable to the reimbursement payments will always be equal to the targeted operating margin for the relevant period. However, since the payments based on pre-set rates are not based on the actual expenses incurred, if the Company’s expenses are not covered by these payments, its actual operating margin could differ from its target operating margin.

      Through 2007, if the Company’s actual costs that are intended to be covered by the revenues the Company receives based on pre-set rates deviate from the expected costs used in developing those pre-set rates, and as a result its annual operating margin is below the 9% floor or above the 11% ceiling for each year

50

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

3. Airline Services Agreement — (Continued)

through 2005, or below the 8% floor or above the 12% ceiling for 2006 and 2007, a year-end adjustment in the form of a payment by Northwest to the Company or by the Company to Northwest will be made to adjust the Company’s operating margin to the floor or ceiling. Certain amounts are excluded when determining whether the Company’s annual operating margin is below the floor or above the ceiling.

      Beginning in 2008, Northwest will not guarantee the Company a minimum operating margin, although the Company will still be subject to a margin ceiling above the revised target operating margin. If the Company’s actual operating margin for any year beginning with 2008 exceeds the revised target operating margin by up to five percentage points, the Company will make a year-end adjustment payment to Northwest in an amount equal to half of the excess. In addition, should the Company’s actual operating margin exceed the targeted operating margin by more than five percentage points, the Company will pay Northwest all of the excess above five percent. For the years ended December 31, 2004, 2003 and 2002, no margin adjustment payments were required pursuant to the terms of the ASA.

4. Other Agreements with Northwest

      In connection with the services provided to Northwest under the ASA, the Company and Northwest have also entered into several other agreements, including agreements necessary for the Company to provide regional airline services to Northwest. Unless otherwise stated, the terms of these agreements generally will continue so long as the ASA is in effect. These agreements generally contain cross-termination provisions such that termination of the ASA will trigger a termination under the relevant agreement. In addition, these agreements generally provide that they will terminate upon a change of control of the Company or its affiliates. The following is a summary description of these agreements:

      Aircraft and Spare Engine Lease Agreements. The Company has entered into aircraft lease and sublease agreements and spare engine sublease agreements with Northwest with respect to all of the aircraft and spare engines it leases or subleases from Northwest. These agreements terminate on December 31, 2017, the expiration date of the ASA.

      Manufacturer Benefits Agreement. The manufacturer benefits agreement allows the Company to take advantage of provisions related to guaranties, warranties, inventory support, product support and maintenance services contained in agreements Northwest has with Bombardier and General Electric with respect to aircraft and engines in our fleet.

      Sublease and Facilities Use Agreements. The Company has entered into facility sublease agreements with Northwest for certain hangar and aircraft maintenance, as well as facilities use agreements relating to terminal facilities at Northwest’s domestic hubs. These agreements are subject to the terms of master leases under which Northwest leases the facilities from third-party lessors. These agreements will expire on the earlier of the expiration of Northwest’s lease for the property and the termination of the ASA.

      Information Technology Support Agreement. The Company has entered into a service agreement with Northwest, under which Northwest provides information technology services and support for its operations, including access to various Northwest operational systems that are necessary for the Company to provide regional airline service to Northwest.

      Family Assistance Services Agreement. The Company has entered into an agreement with Northwest with respect to the responsibilities of each party in jointly responding to an emergency and providing assistance to the victims of an accident and their family members, as well as all necessary training to the Company’s employees on an ongoing basis.

      Ground Handling Agreement. The Company and Northwest have entered into a ground handling agreement whereby the Company will provide certain ground handling functions to another regional airline

51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

4. Other Agreements with Northwest — (Continued)

that provides airline capacity to Northwest. Such services will be provided at certain locations that are operated by the Company through the term of the agreement, which expires December 31, 2017. Upon expiration, the agreement is automatically renewed for successive five-year periods unless terminated by the Company or Northwest pursuant to the terms of the agreement. The initial payment rate for these functions is effective through December 31, 2003. On January 1, 2004, and each succeeding January 1, the ground handling payment rate will be adjusted for certain cost increases as defined in the agreement. For the years ended December 31, 2004, 2003 and 2002, the Company recorded revenue of approximately $950, $2,020 and $3,087, respectively, for providing these services, which is included in other operating revenue in the accompanying statements of income.

      Preferential Pilot Hiring Agreement. The Company entered into an agreement with Northwest under which the Company agreed to hire pilots who have been furloughed by Northwest on a preferential basis, subject to the normal hiring procedures and requirements of the Company. Beginning in January 2003 and continuing through December 2017, no less than 75% of new pilot hires in a new hire class at the Company will be filled by furloughed Northwest pilots provided that the Company need not hire more than 15 furloughed Northwest pilots per new hire class. Northwest may recall pilots hired under this agreement after 18 months of service at the Company; however, the Company may limit the number of pilots recalled to service with Northwest to five per month.

      Sublease of Saab Aircraft. The Company transferred 11 Saab turboprops to Mesaba Airlines (“Mesaba”), another regional carrier of Northwest, during 2002. The Company entered into an aircraft sublease agreement with Mesaba with respect to these Saab aircraft and two engines that it leases from third parties. The term of the sublease will continue for the remainder of the term of the Company’s sublease with the third-party sublessors, subject to its right to terminate the sublease in the event of default by Mesaba. Amounts due from Mesaba under its sublease agreement with the Company are consistent with amounts paid by the Company to third party lessors.

5. Change in Ownership and Public Offering

      On January 15, 2003, Northwest transferred all of the outstanding common stock of Pinnacle Airlines, Inc. to Pinnacle Airlines Corp., in exchange for 21,892 shares of the Pinnacle Airlines Corp. common stock, which constituted all of its outstanding common stock, and one share of Series A preferred stock. In January 2003 and September 2003, Northwest contributed 2,828 shares and 16,572 shares, respectively, of Pinnacle Airlines Corp. common stock to the Northwest Airlines Pension Plan for Contract Employees, the Northwest Airlines Pension Plan for Pilot Employees and the Northwest Airlines Pension Plan for Salaried Employees (collectively, the “Northwest Airlines Pension Plans.”)

      The Series A preferred stock has a stated value and liquidation preference of $100. The Series A preferred stock gives Northwest the right to appoint two directors to the Company’s board of directors. No dividends are payable to the shareholder of the Series A preferred stock, and it is redeemable by the Company, at its option, for an amount equal to the liquidation preference, only upon or following the occurrence of certain events, including the sale or other disposition of the Series A preferred stock or the termination or expiration of the ASA between the Company and Northwest.

      On November 25, 2003, the Company completed an initial public offering (the “Offering”) of its common stock, par value $.01 per share. In the Offering, the Northwest Airlines Pension Plans sold the 19,400 shares that it received during 2003. The Company did not receive any proceeds from the Offering.

52

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

6.     Note Payable and Dividends to Northwest

      Effective January 1, 2003, the Company settled all balances payable to, or due from, Northwest as of December 31, 2002. This transaction resulted in the elimination of all balances between the Company and Northwest and the issuance of a $15,500 dividend to Northwest. The balance was settled through a cash payment to the Company of $15,446.

      A summary of balances settled with Northwest is as follows:

Net receivables due from Northwest		$	59,632
Less: Income taxes payable to Northwest			26,843
	Net deferred taxes payable to Northwest		1,843
	Dividend to Northwest		15,500
Cash payment to the Company		$	15,446

      On January 14, 2003, the Company issued a $200,000 note payable to Northwest as a dividend. The note payable required quarterly principal payments of $5,000 beginning in March 2003 and continuing through December 2009. The note payable also required monthly payments to the extent that the Company’s cash and cash equivalents balance exceeded $40,000. The note accrued interest at the rate of 3.4%, which was payable quarterly.

      Immediately following the Offering, Northwest made a capital contribution to the Company in the amount of $50,000. The Company used the contribution of capital to reduce the outstanding principal balance on the note payable. The Company and Northwest subsequently amended the note payable to reflect the outstanding principal balance of $135,000. Also, the quarterly principal payments were lowered to $3,000, or to the extent that the Company’s cash and cash equivalents balance exceeded $50,000. No other significant changes were made to the terms of the note payable.

      As discussed in Note 18, in February 2005, the Company purchased from Northwest the note payable in its entirety at a discounted purchase price of $101,600, together with accrued and unpaid interest. The Company’s purchase of the note payable was done in conjunction with its sale of $121,000 principal amount of its 3.25% senior convertible notes due 2025. Due to this event, the note payable of $120,000 is classified as a non-current liability on the consolidated balance sheet as of December 31, 2004.

7.     Lines of Credit

      In January 2003, the Company retired the $4,245 balance outstanding under the line of credit with a bank as of December 31, 2002.

      In January 2003, Pinnacle Airlines, Inc. obtained a Revolving Credit Facility (“Revolver”) from Northwest, which allowed for borrowings up to $50,000. Based on the original agreement, the term of the Revolver extended through December 31, 2005. The Revolver accrued interest at the rate of 1% plus a margin that was equal to the higher of the most recent prime rate offered by JPMorganChase Bank, or the most recent overnight federal funds rate offered to JPMorganChase Bank plus 0.5%. Under the terms of the Revolver, the Company was prevented from issuing or declaring dividends or incurring any additional debt without the approval of Northwest. The interest rate at December 31, 2004 was 6.25%.

      In December 2004, Pinnacle Airlines, Inc. and Northwest entered into Amendment No. 3 to the Revolver. Among other things, Amendment No. 3 provided that the Company in its role as guarantor, may obtain up to $5,000 in advances from Pinnacle Airlines, Inc. to secure, or do business utilizing, a second airline operating certificate. Additionally, Amendment No. 3 decreased borrowings available to Pinnacle

53

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

7.     Lines of Credit — (Continued)

Airlines, Inc. under the Revolver from $50,000 to $25,000. As of December 31, 2004, there was $20,000 of available borrowings under the Revolver and $700 of standby letters of credit outstanding.

      As discussed in Note 18, in February 2005, the Company completed the sale of $121,000 principal amount of its 3.25% senior convertible notes due 2025, (the “Notes”). In conjunction with the sale, the Company repaid the $5,000 of borrowings outstanding as of December 31, 2004 under the Revolver, together with accrued and unpaid interest, and decreased the term of the Revolver from December 31, 2005 to June 30, 2005. Due to this event, the $5,000 in borrowings outstanding under the Revolver is classified as a non-current liability on the consolidated balance sheet as of December 31, 2004.

8.     Summary of Revenue from Regional Airline Services

      As discussed in Note 3, the Company’s revenue from regional airline services consists of reimbursement payments for certain operating expenses, payments based on pre-set rates for fixed costs, completed block hours and completed cycles. The Company also receives margin payments on these items to achieve a target operating margin.

      The following schedule summarizes operating revenue, operating expenses and operating income by type for the years ended December 31, 2004 and 2003, respectively. As discussed in Note 3, 2003 was the Company’s first full year of operations under an ASA. As the terms of the ASA are materially different from the terms of the historical arrangement between the Company and Northwest, comparable information for the year ended December 31, 2002 is not available.

		Years Ended December 31,
		2004									2003
		Reimbursed			Unreimbursed			Total			Reimbursed			Unreimbursed			Total
		(In thousands)
Operating revenues:
Regional airline services		$	423,911		$	207,593		$	631,504		$	296,257		$	154,354		$	450,611
Other revenue			—			3,944			3,944			—			6,159			6,159
Total operating revenues			423,911			211,537			635,448			296,257			160,513			456,770
Operating expenses:
	Salaries, wages and benefits		—			105,143			105,143			—			83,316			83,316
	Aircraft fuel		83,061			511			83,572			54,731			276			55,007
	Aircraft maintenance, materials and repairs		11,842			11,703			23,545			6,548			7,568			14,116
	Aircraft rentals		209,047			—			209,047			136,273			—			136,273
	Other rentals and landing fees		18,651			18,450			37,101			16,512			12,743			29,255
	Government reimbursements		—			—			—			(1,000	)		(114	)		(1,114	)
	Ground handling services		47,533			18,344			65,877			33,223			11,399			44,622
	Depreciation		—			3,153			3,153			—			2,912			2,912
	Other		11,386			29,321			40,707			9,600			18,614			28,214
Total operating expenses			381,520			186,625			568,145			255,887			136,714			392,601
Operating income		$	42,391		$	24,912		$	67,303		$	40,370		$	23,799		$	64,169
Operating income as a percent of operating revenues			10.0	%		11.8	%		10.6	%		13.6	%		14.8	%		14.0	%

54

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

8.     Summary of Revenue from Regional Airline Services — (Continued)

      The Company’s airline services revenues by aircraft type are as follows:

	Years Ended December 31,
	2004		2003		2002
Regional jets (CRJs)	$	631,504	$	450,611	$	285,505
Turboprops		—		—		39,881
Total regional airline services	$	631,504	$	450,611	$	325,386

9.     Related Party Transactions

      Northwest is a related party of the Company. As previously noted, the Company generates substantially all of its revenue from its ASA with Northwest under which the Company uses the “NW” two-letter designator code in displaying its schedules on all flights in the automated airline reservation systems used throughout the industry. Under this agreement, the Company uses the name “Northwest Airlink.” Northwest leases the Company all of the Company’s regional jets and is the owner of 2,492 shares of the Company’s common stock and the Company’s Series A preferred stock. The Company also had certain borrowings from Northwest, as discussed in Notes 6 and 7.

      Amounts recorded in the Company’s consolidated statements of income for transactions with Northwest are as follows:

	Years Ended December 31,
	2004		2003		2002
Revenue:
Regional airline services	$	631,504	$	450,611	$	325,386
Other revenue		950		2,020		3,087
Expenses:
Aircraft fuel		83,061		53,909		27,247
Aircraft rentals		209,047		136,283		79,260
Other rentals and landing fees		11,250		11,250		9,063
Ground handling services		46,112		32,069		14,584
Other		394		275		344
Interest expense (income)		4,765		7,176		(2,937	)

      Net amounts due from Northwest as of December 31, 2004 and 2003 were $22,894 and $16,187, respectively, and are included in accounts receivable in the Company’s consolidated balance sheets. Net amounts due to Northwest as of December 31, 2004 and 2003 were $1,061 and $1,039, respectively, and are included in accounts payable in the Company’s consolidated balance sheets.

      Other current liabilities include $5,115 payable to Northwest for contractual rights, as discussed in Note 2.

      In accordance with the ASA, passenger fuel costs are reimbursed in full by Northwest and capped at $0.78 per gallon.

      As discussed in Note 4, the Company subleases certain Saab aircraft to Mesaba and obtains ground handling and landing fee services at certain cities where Mesaba has existing operations. Additionally, as provided in the ASA with Northwest, the Company provides certain ground handling services at selected cities to Mesaba. Ground handling services obtained from Mesaba for the years ended December 31, 2004,

55

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

9.     Related Party Transactions — (Continued)

2003 and 2002 totaled $15,621, $13,196 and $5,727 respectively. Ground handling services provided to Mesaba for the years ended December 31, 2004, 2003 and 2002 totaled $1,161, $3,990 and $2,831, respectively. As discussed in Note 4, these amounts are included in other operating revenue in the Company’s consolidated statements of income.

10.     Leases

      The Company leases its CRJ aircraft and certain aircraft equipment, buildings and office equipment under capital and noncancelable operating leases that expire in various years through 2017. As previously noted, the Company subleases its CRJ aircraft and engines from Northwest under operating leases that expire December 31, 2017. The lease agreements contain certain requirements of the Company regarding the payment of taxes on the aircraft, acceptable use of the aircraft, the level of insurance to be maintained, the maintenance procedures to be performed and the condition of the aircraft upon its return to Northwest. The monthly lease rates include certain fleet management costs of Northwest and are not representative of the rates paid by Northwest to third-party lessors. Northwest reimburses the Company’s aircraft rental expense in full under the ASA.

      Certain aircraft and equipment are leased under noncancelable operating leases expiring in various years through 2009. As discussed in Note 4, 11 Saab 340 aircraft are being subleased to another regional airline carrier that provides airline capacity to Northwest.

      The following is a summary of the Company’s fleet of active aircraft providing regional airline services:

			Fleet Size as of
	Standard		December 31,
	Seating
Aircraft	Configuration		2004		2003		2002
CRJ 200		50		42		35		33
CRJ 440		44		75		41		18
				117		76		51

      The following summarizes approximate minimum future rental payments, by year and in the aggregate, required under capital leases and noncancelable operating leases with initial or remaining lease terms in excess of one year as of December 31, 2004:

	Capital Leases		Operating Leases
	Non-aircraft		Aircraft			Non-aircraft
2005	$	46	$	253,356		$	5,720
2006		27		253,165			5,715
2007		—		248,095			5,426
2008		—		247,092			4,744
2009		—		245,758			4,496
Thereafter		—		1,965,600			27,811
		73		3,213,066			53,912
Sublease rental income		—		(18,966	)		(322	)
Total minimum operating lease payments		73	$	3,194,100		$	53,590
Less amount representing interest		4
Present value of net minimum lease payments	$	69

56

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

10.     Leases — (Continued)

      Rental expense for operating leases for the years ended December 31 consisted of the following:

	2004			2003			2002
Gross rental expense	$	233,947		$	160,723		$	106,548
Sublease rental income		(7,811	)		(8,181	)		(5,831	)
Net rental expense	$	226,136		$	152,542		$	100,717

      The above minimum future rentals and total rental expense do not include landing fees which amounted to approximately $20,012, $12,986 and $9,117 for the years ended December 31, 2004, 2003 and 2002, respectively.

11.     Accrued Expenses

      Accrued expenses consisted of the following as of December 31:

	2004		2003
Compensation	$	6,016	$	4,397
Taxes other than income		6,605		4,678
Insurance costs		1,795		1,848
Other		667		409
	$	15,083	$	11,332

12. Other Expenses

      Other expenses consisted of the following for the years ended December 31:

	2004		2003		2002
Passenger liability insurance	$	2,682	$	2,427	$	4,317
Hull and other insurance		2,785		1,664		1,479
Property and other taxes		6,884		5,635		4,657
Crew training expense		5,124		2,515		4,243
Crew overnight accommodations		6,250		3,517		3,567
Other		16,982		12,456		9,958
	$	40,707	$	28,214	$	28,221

13.     Income Taxes

      During the third quarter of 2004, the Company lowered its 2004 income tax expense by $1,063 following reduction in the Company’s previous estimate of its tax obligations for 2003. The reduction in the Company’s estimate occurred following the filing of its 2003 state and federal income tax returns and was primarily due to changes in the apportionment of taxable income to those states where the Company has operations. This change in estimate increased the Company’s basic and diluted EPS by approximately $0.05 for the year ended December 31, 2004.

      As discussed in Note 5, Northwest’s majority ownership of the Company ceased with its contribution of stock to the Northwest Airlines Pension Plans during September 2003 and the Company prospectively separated from Northwest’s consolidated federal and state tax group. Prior to this change in ownership, the

57

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

13.     Income Taxes — (Continued)

Company and Northwest operated under a tax sharing agreement whereby Northwest was responsible for the payment of all U.S. federal income taxes, unitary state income taxes and foreign income taxes with respect to the Company for all periods the Company was part of the Northwest Consolidated Group and for any audit adjustments to such taxes. As a member of the Northwest consolidated tax group, the Company’s operating results were included in the consolidated federal income tax return of Northwest, and in certain states, the consolidated income tax return for Northwest also included the Company’s results. While a member of the Northwest consolidated tax group, the Company provided for income taxes as if it were a separate stand-alone entity.

      The Company has assessed its risk regarding various potential tax matters in a number of jurisdictions and provided estimated accruals of approximately $1,481. The ultimate amount of the liabilities, if any, may vary; however, the Company believes it has adequate reserves for its assessed risk.

      The significant components of the Company’s deferred tax assets and liabilities are as follows:

		December 31,
		2004			2003
Deferred tax assets:
	Asset valuation reserves	$	292		$	1,136
	Vacation pay		983			692
	Other accruals		133			721
	Total deferred tax assets		1,408			2,549
	Deferred tax liabilities:
	Prepaid insurance		(408	)		—
	Tax over book depreciation		(7,245	)		(6,400	)
	Total deferred tax liabilities		(7,653	)		(6,400	)
Net deferred tax liability		$	(6,245	)	$	(3,851	)

      The provision for income tax expense includes the following components for the years ended December 31:

		2004			2003		2002
Current:
	Federal	$	19,179		$	17,293	$	16,107
	State		827			3,154		2,417
			20,006			20,447		18,524
Deferred:
	Federal		2,511			1,454		909
	State		(117	)		431		110
			2,394			1,885		1,019
		$	22,400		$	22,332	$	19,543

58

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

13.     Income Taxes — (Continued)

      The following is a reconciliation of the provision for income taxes at the applicable federal statutory income tax rate to the reported income tax expense for the years ended December 31:

	2004						2003					2002
	$			%			$		%			$		%
Income tax expense at statutory rate	$	22,094			35.0	%	$	20,090		35.0	%	$	17,615		35.0	%
State income taxes, net of federal taxes		1,279			2.0	%		2,239		3.9	%		1,817		3.6	%
Decrease in estimate of 2003 taxes		(1,063	)		(1.6	)%		—		—			—		—
Other		90			0.1	%		3		0.0	%		111		0.2	%
Income tax expense	$	22,400			35.5	%	$	22,332		38.9	%	$	19,543		38.8	%

14. Stock-Based Compensation

      In connection with the Offering discussed in Note 5, the Company adopted the 2003 Stock Incentive Plan (the “Plan”). The Plan permits the granting of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock and other stock-based awards to employees or directors of the Company. The Company has reserved 2,152 shares of common stock for issuance under the plan.

      At the time of the Offering, the Company awarded options for 858 shares at the Offering price of $14. These options vest over four years in annual increments of 25% and will expire ten years after the grant date. In September 2004, an additional 32 stock options to purchase the Company’s common stock were granted to non-employee members of the Board of Directors under the Plan at an exercise price of $10.23. These options vest one year after the grant date and will expire ten years after the grant date. The following table provides certain information with respect to the Company’s stock options:

	2004				2003
			Weighted Average				Weighted Average
	Stock Options		Exercise Price		Stock Options		Exercise Price
Outstanding at beginning of year		858	$	14.00		—	$	—
Granted		32		10.23		858		14.00
Exercised		—		—		—		—
Forfeited		131		14.00		—		—
Outstanding at end of year		759	$	13.84		858	$	14.00
Options exercisable at end of year		182	$	14.00		—	$	—

      Exercise prices for options outstanding as of December 31, 2004 ranged from $10.23 to $14.00. The weighted-average remaining contractual life of those options at December 31, 2004 and 2003 was 8.9 years and 9.9 years, respectively.

      Pro forma information regarding net income and income per share, as disclosed in Note 2, has been determined as if the Company had accounted for its employee stock options and purchase rights under the fair value method of SFAS No. 123. The fair value of the options granted during 2004 and 2003 was estimated at the date of grant using the Black-Scholes options pricing model with the following assumptions for 2004 and 2003, respectively: risk-free interest rate of 4.2% and 3.5%, dividend yield of 0.0% and 0.0%, expected volatility of the Company’s stock of 55.0% and 65.0% and expected life of the option of 6.0 and 6.0 years. The grant date fair value of the stock options granted in 2004 and 2003 was $5.75 and $8.65 per option, respectively.

59

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

14. Stock-Based Compensation — (Continued)

      In October 2004, the Company awarded 58 shares of restricted stock to certain officers and members of the Board of Directors under the Plan. With the stock grant, the Company recorded unearned compensation of $631, the market value of the shares on the date of grant. Using the straight-line method, this amount is being amortized ratably over the vesting periods, none of which exceed one year. During 2004, the Company recognized $109 of compensation expense from this grant of restricted stock. The unamortized balance of $522 is shown on the Company’s consolidated balance sheet as unearned compensation in stockholders’ equity.

      During the vesting periods, grantees have voting rights, but the shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered. Additionally, granted but unvested shares are forfeited upon a grantee’s separation from service. During 2003 and 2002, the Company made no grants of restricted stock.

15. Employee Benefit Plan

      The Pinnacle Airlines, Inc. Savings Plan (the “Savings Plan”), is a defined contribution plan covering substantially all employees of the Company. Effective March 1, 2002, participants who are classified as flight attendants, customer service or ground agents, or who are not represented for purposes of collective bargaining are eligible to participate in the Savings Plan on the first day of the month following employment, while pilots are eligible to participate in the Savings Plan after six months of service, as defined in the Savings Plan agreement. Prior to March 1, 2002, eligible employees were required to complete six months of service to be eligible for the Savings Plan. The Savings Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

      Each year, participants may contribute a portion of their pretax annual compensation, as defined in the Savings Plan, subject to Internal Revenue Code limitations. Participants may also contribute amounts representing distributions from other qualified plans. Participants who have attained age 50 before the end of the plan year are eligible to make catch-up contributions.

      The Company’s match for pilot contributions is based on years of service, as indicated in the following table:

Years of Service	Company Match
6 months – 5 years		25% of first 5%
6 – 9 years		40% of first 6%
10 – 12 years		60% of first 7%
13 or more years		70% of first 7%

      Effective March 1, 2002, the Company’s match for participants who are classified as flight attendants, customer service or ground agents, or who are not represented for purposes of collective bargaining is based on the following table:

Employee Contribution	Company Match
First 3%		Dollar for dollar, or 100%
Next 3%		Matched at 67%

      The total employer contributions will be no more than 4.9% of total employee contributions for pilots and 5% for participants who are classified as flight attendants, customer service or ground agents, or who are not represented for purposes of collective bargaining. The Company made matching contributions of approximately $1,675, $1,253 and $710 for the years ended December 31, 2004, 2003 and 2002. The Savings Plan also contains a profit sharing provision allowing the Company to make discretionary contributions to the

60

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

15. Employee Benefit Plan — (Continued)

Savings Plan for the benefit of all plan participants. For the three years ended December 31, 2004, the Company made no discretionary contributions to the Savings Plan.

16. Commitments and Contingencies

      Employees. As of December 31, 2004, approximately 77% of the Company’s workforce were members of unions representing pilots (32%), flight attendants (19%) and customer service agents (26%). The collective bargaining agreements for the pilots, flight attendants and customer service agents become amendable on April 30, 2005, July 31, 2006 and March 19, 2010, respectively. The Railway Labor Act, which governs labor relations for unions representing airline employees, contains detailed provisions that must be exhausted before work stoppage can occur once a collective bargaining agreement becomes amendable.

      Legal Proceedings. The Company is a defendant in various lawsuits arising in the ordinary course of business. While the outcome of these lawsuits and proceedings cannot be predicted with certainty, it is the opinion of the Company’s management based on current information and legal advice that the ultimate disposition of these suits will not have a material adverse effect on the financial statements as a whole.

      Purchase Commitments. The Company has a contractual obligation to purchase cost per hour services with an avionics service provider. The contract has approximately 6 years remaining under the original 10-year term and covers repair and support services for our avionics equipment on a per flight hour basis, subject to a minimum purchase obligation of approximately $600 per year through the remainder of the term of the contract.

      The Company has contractual obligations of approximately $2,558 under certain software license agreements with various service providers. The contracts vary in term and extend through 2012. Contractual obligations to these service providers are approximately $400 per year in 2005 through 2008 and $310 per year in 2009 through May 2012.

      Self-Insurance. The Company self-insures a portion of its losses from claims related to medical insurance for employees. Losses are accrued based on an estimate of the ultimate aggregate liability for claims incurred, using standard industry practices and actual experience.

      Financings and Guarantees. The Company is the guarantor of approximately $2,500 aggregate principal amount of tax-exempt special facilities revenue bonds and interest thereon. These bonds were issued by the Memphis-Shelby County Airport Authority (the “Authority”) and are payable solely from the Company’s rentals paid under a long-term lease agreement with the Authority. The leasing arrangement is accounted for as an operating lease in the Company’s consolidated financial statements.

      Regulatory Matters. The Company is subject to regulation under various laws and regulation, which are administered by numerous state and federal agencies, including the Federal Aviation Administration, Transportation Security Administration and the Department of Transportation. The Company is involved in various matters with these agencies during the ordinary course of its business. While the outcome of these matters cannot be predicted with certainty, the Company does not expect, based on current information and past experience, that the ultimate disposition of these matters will not have a material adverse effect on its financial statements as a whole.

      General Guarantees and Indemnifications. The Company is party to numerous contracts and real estate leases in which it is common for the Company to agree to indemnify third parties for tort liabilities that arise out of or relate to the subject matter of the contract or occupancy of the leased premises. In some 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, the Company will

61

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

16. Commitments and Contingencies — (Continued)

typically indemnify the lessors and related third parties for any environmental liability that arise out of or relates to the Company’s use of the leased premises.

      In the Company’s aircraft lease agreements with Northwest, the Company typically indemnifies the prime lessor, financing parties, trustees acting on their behalf and other related parties against liabilities that arise from the manufacture, design, ownership, financing, use, operation and maintenance of the aircraft and for tort liability, whether or not these liabilities arise out of or relate to the negligence of these indemnified parties, except for their gross negligence or willful misconduct.

      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 real estate it leases and aircraft it operates.

      The Company does not expect the potential amount of future payments under the foregoing indemnities and agreements to be material.

      Other contingencies. On October 14, 2004, a repositioning flight operated by the Company, which was not carrying any passengers or flight attendants, was involved in an accident. The National Transportation Safety Board is currently investigating the accident and the Company is fully cooperating with the investigation. The Company is currently assessing the costs that may be associated with the event. Due primarily to adequate levels of insurance, the Company does not expect that these costs will have a material impact on its financial statements as a whole.

17. Quarterly Financial Data (Unaudited)

      Unaudited summarized financial data by quarter for 2004 and 2003 is as follows:

	Three Months Ended,
	March 31			June 30			September 30			December 31
2004
Operating revenue	$	133,879		$	152,173		$	168,086		$	181,310
Operating income		14,344			16,910			18,525			17,524
Net income		8,054			9,698			12,649			10,324
Basic and diluted income per share	$	0.37		$	0.44		$	0.58		$	0.47
Operating income as a percentage of operating revenues		10.7	%		11.1	%		11.0	%		9.7	%

	Three Months Ended,
	March 31			June 30			September 30			December 31
2003
Operating revenue	$	100,562		$	109,449		$	119,665		$	127,094
Operating income		14,339			15,697			16,571			17,562
Net income		8,024			8,499			8,738			9,806
Basic and diluted income per share	$	0.37		$	0.39		$	0.40		$	0.45
Operating income as a percentage of operating revenues		14.3	%		14.3	%		13.8	%		13.8	%

      The Company’s basic and diluted EPS were increased by $0.08 for the three months ended September 30, 2004 following a reduction in the Company’s previous estimate of its tax obligations for 2004 and 2003. Approximately $0.03 of this change related to the Company’s estimate of amounts owed for 2004. See Note 13 for a more detailed discussion.

62

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

17. Quarterly Financial Data (Unaudited) — (Continued)

      As discussed in Note 3, the ASA was amended in connection with the Offering in November 2003 to lower the Company’s target operating margin from 14.0% to 10.0%.

      The sum of the quarterly earnings per share amounts may not equal the annual amount reported since per share amounts are computed independently for each quarter, and for the full year are based on respective weighted-average common shares outstanding and other dilutive potential common shares.

18. Subsequent Event

      In February 2005, the Company completed the sale of $121,000 principal amount of its 3.25% senior convertible notes due February 15, 2025 (the “Notes”). The Company’s sale of the Notes was made to qualified institutional investors under Rule 144A of the Securities Act of 1933. As part of the terms of the sale, the Company agreed to file a registration statement with the Securities and Exchange Commission for the resale of the Notes and the shares of common stock issuable upon conversion of the Notes within 90 days after the closing of the sale.

      The Company used the net proceeds from the Notes, together with cash on hand, to purchase the outstanding $120,000 note payable to Northwest at a discounted price of $101,600, to repay $5,000 of borrowings outstanding under the Revolver with Northwest, in each case with accrued and unpaid interest, and for general corporate purposes. As a result, the Company recorded a pre-tax gain of $18,400 related to the extinguishment of debt during the first quarter of 2005. A more detailed discussion of the Company’s borrowings from Northwest is provided in Note 6 and Note 7.

      The Notes pay interest semiannually in arrears in cash on February 15 and August 15 of each year, beginning August 15, 2005. The holders of the Notes may require the Company to purchase all or a portion of their Notes for cash on February 15, 2010, February 15, 2015 and February 15, 2020 at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, to the purchase date. The Notes are structured such that, upon the occurrence of certain events, holders may convert the Notes into the equivalent value of the Company’s common stock at an initial conversion rate of 75.6475 shares per $1,000 principal amount of Notes, representing an initial conversion price of $13.22 per share. Upon conversion, the Company will pay the holder the portion of the conversion value in cash up to the $1,000 principal amount. To the extent that the conversion value exceeds the $1,000 principal amount, the excess will be settled in cash, common stock or a combination of both, at the Company’s option.

      Holders may convert their Notes only during the following periods:

•  during a quarter (and only during such quarter) if the closing price of the Company’s common stock exceeds 120% of the conversion price of the Notes (initially $15.86 per share) for at least 20 of the last 30 trading days of the preceding quarter;

•  during a five day period after the Notes have traded for a five day period at a price that is less than 98% of the equivalent value that could be realized upon conversion of the Notes;

•  if the Company calls the Notes for redemption;

•  if a change of control or other specified corporate transactions or distributions to holders of the Company’s common stock occurs (and in some instances, the Company may also owe an additional premium upon a change in control); and

•  during the 10 trading days prior to the maturity date of February 15, 2025.

      In determining the impact of the Notes on its diluted earnings per share, the Company will follow the consensus reached by the Emerging Issues Task Force (“EITF”) Issue No. 04-08, “The Effect of

63

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except per share data)

18. Subsequent Event — (Continued)

Contingently Convertible Debt on Diluted Earnings per Share” issued during September 2004. In accordance with EITF 04-08, the number of shares used in the Company’s calculation of fully diluted earnings per share will only be increased by the number of shares of its common stock with a market value equal to the excess of the Notes’ conversion value over their $1,000 principal amount. No dilution will result from the Notes during a reporting period unless the Company’s average price of its common stock during such reporting period exceeds the initial conversion price of $13.22, and then only to the extent of that excess.

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SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Pinnacle Airlines Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pinnacle Airlines Corp.

(Registrant)

By:  /s/ Peter D. Hunt

Name: Peter D. Hunt

Title: Vice President and Chief Financial Officer

Date: April 6, 2005

68

Index of Exhibits

      The following exhibits are filed as part of this Form 10-K/A.

Exhibit
Number			Description
	3	.1*	Amended and Restated Certificate of Incorporation of the registrant
	3	.1.1*	Second Amended and Restated Certificate of Incorporation of the registrant
	3	.2*	Certificate of Designations for Series A preferred stock of the registrant
	3	.3*	Bylaws of the registrant
	3	.3.1*	Amended and Restated Bylaws, dated January 14, 2003, of the registrant
	4	.1*	Specimen Stock Certificate
	4	.2*	Rights Agreement between the registrant and EquiServe Trust Company, N.A., as Rights Agent
	4	.3(a)	Indenture, 3.25% Senior Convertible Notes due 2025, dated as of February 8, 2005, by and between Pinnacle Airlines Corp. and Deutsche Bank Trust Company
	4	.4(a)	Registration Rights Agreement made pursuant to the Purchase Agreement dated February 3, dated as of February 8, 2005, by and among Pinnacle Airlines Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Raymond James & Associates, Inc.
	10	.2*	Sublease Agreement between Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.2.1*	First Amendment to Sublease Agreement between Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.3*	Engine Lease Agreement between Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.3.1*	First Amendment to Engine Lease Agreement between Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.4*	Promissory Note issued by Pinnacle Airlines, Inc. to Northwest Airlines, Inc.
	10	.5*	Guarantee of Promissory Note issued by registrant to Northwest Airlines, Inc.
	10	.6*	Revolving Credit Facility dated as of January 14, 2003 between Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.6.1*	First Amendment dated as of February 5, 2003 to Revolving Credit Facility dated as of January 14, 2003 between Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.6.2*	Second Amendment dated as of November 28, 2003 to Revolving Credit Facility dated as of January 14, 2003 between Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.6.3(b)	Third Amendment dated as of December 13, 2004 to Revolving Credit Facility dated as of January 14, 2003 between Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.6.4(a)	Fourth Amendment dated as of February 8, 2005 to Revolving Credit Facility dated as of January 14, 2003 between Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.7*	Guaranty dated as of January 14, 2003 issued by registrant to Northwest Airlines, Inc.
	10	.8*	Pinnacle Airlines Corp. 2003 Stock Incentive Plan
	10	.9*	Non-Qualified Stock Option Agreement for options granted under the Pinnacle Airlines Corp. 2003 Stock Incentive Plan
	10	.10*	Pinnacle Airlines, Inc. Annual Management Bonus Plan
	10	.11*	Amended and Restated Sublease Agreement dated as of January 14, 2003 between Pinnacle Airlines, Inc. and Northwest Airlines, Inc. (SBN Facilities)
	10	.12*	Sublease Agreement dated as of August 1, 2002 between Pinnacle Airlines, Inc. and Northwest Airlines, Inc. (TYS Facilities)
	10	.13*	Amended and Restated Facilities Use Agreement between Pinnacle Airlines, Inc. and Northwest Airlines, Inc. (DTW Facilities)
	10	.14*	Amended and Restated Facilities Use Agreement between Pinnacle Airlines, Inc. and Northwest Airlines, Inc. (MEM Facilities)

69

Exhibit
Number			Description
	10	.15*	Amended and Restated Facilities Use Agreement between Pinnacle Airlines, Inc. and Northwest Airlines, Inc. (MSP Facilities)
	10	.16†	Management Compensation Agreement dated as of January 14, 2003 between Pinnacle Airlines, Inc. and Philip H. Trenary
	10	.17	Intentionally omitted
	10	.18*	Lease Guaranty issued by the registrant to Northwest Airlines, Inc.
	10	.19*	Sublease Guaranty issued by the registrant to Northwest Airlines, Inc.
	10	.20*	Airline Services Agreement dated as of March 1, 2002 among the registrant, Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.21*	Airline Services Agreement dated as of January 14, 2003 among the registrant, Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.21.1*	Amendment No. 1 dated as of September 11, 2003 to the Airline Services Agreement dated as of January 14, 2003 among the registrant, Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.21.2*	Amendment No. 2 dated as of November 26, 2003 to the Airline Services Agreement dated as of January 14, 2003 among the registrant, Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.21.3(b)	Amendment No. 3 dated as of August 20, 2004 to the Airline Services Agreement dated as of January 14, 2003 among the registrant, Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.21.4(b)	Amendment No. 4 dated as of December 13, 2004 to the Airline Services Agreement dated as of January 14, 2003 among the registrant, Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.22*	Amended and Restated Ground Handling Agreement between Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.23*	Amended and Restated Information Technology Services Agreement between Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.24*	Amended and Restated Family Assistance Services Agreement between Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.25*	Amended and Restated Manufacturer Benefits Agreement between Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.26*	Form of Amended and Restated Preferential Hiring Agreement between Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
	10	.27(a)	Purchase Agreement, Senior Convertible Notes due 2025, dated as of February 3, 2005, by and among, Pinnacle Airlines Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Raymond James & Associates, Inc.
	21	.1*	List of Subsidiaries
	23	.1	Consent of Independent Registered Public Accounting Firm
	31	.1	Rule 13a-14(a) Certification of Chief Executive Officer
	31	.2	Rule 13a-14(a) Certification of Chief Financial Officer
	32		Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer

* Incorporated by reference to the Company’s Registration Statement Form S-1 (Registration No. 333-83359), as amended

† Management contract or compensatory plan or arrangement

(a)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 8, 2004.
(b)	Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on December 16, 2004.

70