PINNACLE AIRLINES CORP. | 2007 ANNUAL REPORT PHILIP H. TRENARY President and Chief Executive Officer Dear Shareholder, Thank you for the support and confidence you’ve shown in Pinnacle Airlines Corp. The more than 5,000 People of Pinnacle Airlines Corp. and its operating subsidiaries, Pinnacle Airlines, Inc. and Colgan Air, Inc., work hard every day to meet the expectations of our Customers and Investors. 2007 was a year of transition that saw our Company evolve from an Airline providing regional jet service to one Customer to a holding company with two operating subsidiaries providing regional airline service to five major US airlines. The highlights for 2007 are many: • We acquired Colgan Air, Inc., which provides us with two platforms for growth, as well as access to and relationships with three of the largest carriers in the United States: Continental Airlines, United Airlines, and US Airways. The Colgan family created a wonderful organization, and the knowledge, experience and dedication of their workforce made Colgan the ideal Airline to launch the new Q400 for Continental Airlines. The Colgan acquisition means that Pinnacle Airlines Corp. is the only independent regional airline holding company that can offer a full family of aircraft ranging from the fuel-efficient Saab and Q400 turboprops to the CRJ-200 and CRJ-900 NextGen regional jets. • We completed the sale of our unsecured claim against Northwest for total proceeds of approximately $200 million after related federal income taxes. This claim resulted from the reduction in future income under our renegotiated airline services agreement with Northwest. Monetizing this claim laid the groundwork for our investments in new regional aircraft and for stock repurchases, both of which are designed to grow future earnings per share. • We completed a $68 million share repurchase program, repurchasing approximately 4.5 million shares of outstanding stock and reducing the total outstanding shares by approximately 20%. As part of this program, we repurchased all of the remaining shares of common stock held by Northwest Airlines, allowing us to continue our close relationship with Northwest as an independent airline business partner. • On December 1, Pinnacle Airlines, Inc. launched its first CRJ-900 NextGen regional jet for Delta Air Lines as a Delta Connection carrier. By February 2009, we will have 16 of these next-generation regional jets in service for Delta. The CRJ-900 NextGen is the most fuel-efficient regional jet available and offers superior passenger comfort with many cabin enhancements. • Colgan laid the groundwork during 2007 to launch 15 Bombardier Q400 NextGen turboprops as a Continental Connection carrier. The first of these aircraft began service in February 2008, and all 15 will go into service during the first half of 2008. The 74-seat aircraft has enhanced passenger comfort when compared to 50-seat regional jets, and its unique performance capabilities provide an operational advantage in congested areas. The environmentally friendly “green” aircraft uses less fuel than regional jets, flies at near jet speeds, has lower emissions and reduced noise levels, and operating costs at or below that of a 50-seat regional jet. I am proud of our People at our Pinnacle and Colgan subsidiaries—each one achieved governmental certification and introduced a new fleet type into service in near record time. Thanks to their efforts Pinnacle Airlines Corp. is well positioned to grow with the most fuel-efficient next- generation turboprop and regional jet aircraft. We will continue to focus on maintaining high performance standards and a competitive cost structure. The dedication and outstanding performance of our People contributes greatly to the confidence that our lenders, investors and airline partners place in us. With Personal Regards, Philip H. Trenary President & Chief Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON,D.C.20549 Form 10-K Í ANNUALREPORTPURSUANTTO SECTION13OR 15(d) OF THE SECURITIESEXCHANGEACTOF 1934 ForthefiscalyearendedDecember31,2007 or ‘ TRANSITIONREPORTPURSUANTTO SECTION13OR 15(d) OF THE SECURITIESEXCHANGEACTOF 1934 Forthetransitionperiodfrom to CommissionFileNumber001-31898 PINNACLE AIRLINES CORP. (Exactnameofregistrantasspecifiedinitscharter) Delaware 03-0376558 (Stateorotherjurisdictionof (I.R.S.Employer incorporationororganization) IdentificationNo.) 1689NonconnahBlvd,Suite111 38132 Memphis,Tennessee (ZipCode) (Addressofprincipalexecutiveoffices) 901-348-4100 (Registrant’stelephonenumber,includingareacode) SecuritiesregisteredpursuanttoSection12(b)oftheAct: Titleofeachclass: Nameofeachexchangeonwhichregistered: CommonStock,$.01parvalue NasdaqNationalMarket Securitiesregisteredpursuanttosection12(g)oftheAct: None Indicatebycheckmarkwhethertheregistrantisawell-knownseasonedissuer,asdefinedinRule405ofthe SecuritiesAct. Yes ‘ No Í Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section15(d)oftheAct. Yes ‘ No Í Indicatebycheckmarkwhetherregistrant(1)hasfiledallreportsrequiredtobefiledbySection13or15(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 Í No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item405 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. Í Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,”and“smallerreportingcompany”inRule12b-2oftheExchangeAct. Largeacceleratedfiler ‘ Acceleratedfiler Í Non-acceleratedfiler ‘ Smallerreportingcompany ‘ Indicatebycheckmarkwhethertheregistrantisashellcompany(asdefinedinRule12b-2oftheExchange Act). Yes ‘ No Í Theaggregatemarketvalueofthevotingandnon-votingcommonequitystockheldbynon-affiliatesofthe registrantwas$377millionasofJune30,2007. AsofMarch14,2008,17,952,907sharesofcommonstockwereoutstanding. DocumentsIncorporatedbyReference CertaininformationcalledforbyPartIIIofForm10-KisincorporatedbyreferencetotheProxyStatement for our 2008 Annual Meeting of Stockholders to be filed with the Commission within 120 days after December31,2007. TABLEOFCONTENTS PARTI Item1. Business OurCompany ................................................................. 4 OperatingStrategy ............................................................. 4 OurOperatingContracts ......................................................... 5 Pinnacle’sAgreementswithMajorAirlines.......................................... 7 Colgan’sAgreementswithMajorAirlines ........................................... 9 Employees.................................................................... 11 AircraftMaintenance ........................................................... 12 Training...................................................................... 13 SafetyandSecurity ............................................................. 13 Insurance ..................................................................... 13 Regulations ................................................................... 14 MarketsandRoutes ............................................................ 14 CompetitiveEnvironment ........................................................ 14 Seasonality ................................................................... 14 Website ...................................................................... 15 Item1A. RiskFactors .................................................................. 15 Item1B. StaffComments ............................................................... 20 Item2. Properties FlightEquipment .............................................................. 20 Facilities ..................................................................... 21 Item3. LegalProceedings EnvironmentalMatters .......................................................... 22 RegulatoryMatters ............................................................. 22 Item4. SubmissionofMatterstoaVoteofSecurityHolders ................................ 22 PARTII Item5. MarketforRegistrant’sCommonEquity,RelatedStockholdermattersandIssuer PurchasesofEquitySecurities................................................... 23 PerformanceGraph ............................................................. 24 Item6. SelectedFinancialStatements ................................................... 25 Item7. Management’sDiscussionandAnalysisoffinancialConditionandResultsofOperations Overview..................................................................... 28 Outlook ...................................................................... 28 CriticalAccountingPolicies ...................................................... 32 BasisofPresentation............................................................ 35 ConsolidatedResultsofOperations ................................................ 36 SegmentedResultsofOperations .................................................. 39 LiquidityandCapitalResources ................................................... 40 Forward-LookingStatements ..................................................... 45 Items7A. QuantitativeandQualitativeDisclosuresAboutMarketRisk......................... 46 CommodityPriceRisk .......................................................... 46 InterestRateRisk .............................................................. 46 2 TABLEOFCONTENTS (continued) Item8. FinancialStatementsandSupplementaryData ..................................... 48 Item9. ChangesinandDisagreementswithAccountantsonAccountingandFinancial Disclosure .................................................................... 92 Item9A. ControlsandProcedures ........................................................ 92 Item9B. OtherInformation ............................................................. 94 PARTIII Item10. DirectorsandExecutiveOfficersoftheRegistrants .................................. 94 Item11. ExecutiveCompensation ........................................................ 94 Item12. SecurityOwnershipofCertainBeneficialOwnersandManagementandRelated StockholderMatters ............................................................ 94 Item13. CertainRelationshipsandRelatedTransaction ..................................... 94 Item14. PrincipalAccountantFeesandServices ........................................... 94 PARTIV Item15. ExhibitsandFinancialStatementSchedules ........................................ 94 SIGNATURES ......................................................................... 96 3 PartI Item1. Business Pinnacle Airlines Corp. and its wholly ownedsubsidiaries, Pinnacle Airlines, Inc.andColganAir,Inc.,are collectively referred to in this report as the “Company,” “we”, and “us” except as otherwise noted. Pinnacle Airlines Corp. will be referred to as “PNCL.” Our subsidiaries will be referred to as “Pinnacle” for Pinnacle Airlines, Inc. and “Colgan” for Colgan Air, Inc., and collectively as “our subsidiaries.” Northwest Airlines Corporation and its subsidiaries are collectively referred to as “Northwest.” US Airways Group, Inc. and its subsidiaries are collectively referred to as “US Airways.” Continental Airlines, Inc. and its subsidiaries are collectivelyreferredtoas“Continental.”UnitedAirLines,Inc.anditssubsidiariesarecollectivelyreferredtoas “United.”DeltaAirLines,Inc.anditssubsidiariesarecollectivelyreferredtoas“Delta.” OurCompany PNCL, a Delaware corporation, is a holding company that operates two independent, wholly owned subsidiaries, Pinnacle Airlines, Inc. and Colgan Air, Inc. As of December 31, 2007, we had two reportable segmentsconsistingofPinnacleAirlines,Inc.andPinnacleAirlinesCorp.(the“PinnacleSegment”)andColgan Air,Inc.(the“ColganSegment”). Pinnacle operates an all-regional jet fleet providing regional airline capacity to Northwest as a Northwest Airlink carrier at its hub airports in Detroit, Minneapolis/St. Paul and Memphis, and to Delta as a Delta Connection carrier at its hub airport in Atlanta. At December 31, 2007, Pinnacle operated a jet fleet of 137 Canadair Regional Jet (“CRJ”)-200 aircraft as a Northwest Airlink carrier with approximately 770 daily departures to 115 cities in 36 states and four Canadian provinces. Pinnacle operated one CRJ-900 aircraft as a DeltaConnectioncarrierwithapproximatelysixdailydeparturestofourcitiesinfourstates. Colgan operates an all turboprop fleet under revenue pro-rate agreements with Continental, United and US Airways, and also provides regional airline capacity to Continental under a capacity purchase agreement. Colgan’s operations are focused primarily in the northeastern United States and in Texas. As of December 31, 2007, Colgan offered approximately 270 daily departures and operated 11 Saab 340 aircraft as Continental Connection from Continental’s hub airport in Houston, six Saab 340 aircraft as United Express at Washington- Dulles,andsixBeech1900aircraft and20Saab340aircraft asUSAirwaysExpress,withhublocationsatNew York–LaGuardia,PittsburghandWashington–National. OperatingStrategy Pinnacle serves as our platform for regional jet operations. Historically, wehave operated CRJ-200aircraft as Northwest Airlink, providing Northwest with cost-efficient, highly reliable operations. During 2007, we entered into an agreement with Delta to operate 16 CRJ-900 aircraft as a Delta Connection carrier. We began these operations December 1, 2007 and will continue taking delivery of CRJ-900s throughout 2008 and early 2009.Pinnacle’sunitcostcontinuestobeoneofthemostcompetitiveintheregionalairlineindustry. PNCLacquiredColganinJanuary2007,whichnowservesasourplatformforturbopropoperations.Colgan has traditionally operated as US Airways, United and Continental under revenue pro-rate agreements, and utilized smaller turboprop aircraft such as the Saab 340 and Beech 1900. Shortly after acquiring Colgan, we entered intoacapacitypurchaseagreement withContinentaltobeginflyingthenextgenerationQ400turboprop aircraft as Continental Connection out of Continental’s global gateway hub at Newark Liberty International Airport. The Q400 offers superior operating performance while operating more efficiently than most regional jets.ColganbeganQ400operationsinFebruary2008. 4 Item1. Business OurOperatingContracts Our operating contracts fall under two categories: capacity purchase agreements (“CPA”) and revenue pro-rateagreements.Thefollowingrepresentsthepercentageofourregionalairlineservicesrevenuefortheyear endedDecember31,2007derivedundereachcontracttypeandbycode-sharepartner: PercentageofRegionalAirline ServicesRevenue Capacity Purchase Pro-Rate Code-SharePartner Agreements Agreements Total NorthwestAirlines...................................... 75.1% — 75.1% USAirways ........................................... — 12.3% 12.3% ContinentalAirlines..................................... — 6.8% 6.8% UnitedAirLines ....................................... — 3.8% 3.8% DeltaAirLines ........................................ 0.2% — 0.2% EssentialAirServices ................................... — 1.8% 1.8% Total ............................................. 75.3% 24.7% 100.0% Capacity Purchase Agreements. Our preferred contractual relationships with major airlines are structured ascapacitypurchasearrangements.Undercapacitypurchaseagreements,ourmajorairlinepartnerspurchaseour flying capacity by paying pre-determined rates for specified flying, regardless of the number of passengers on boardortheamountofrevenuecollected.Thesearrangementstypicallyincludeincentivepaymentsthatarepaid if we meet certain operational performance measures. Additionally, certain operating costs such as fuel, insurance premiums, ground handling and others are reimbursed or provided directly by the partner, which eliminates our risk associated with a change in the price of these goods or services. We believe the capacity purchase model reduces our financial risk and enables us to focus on operating our business with the highest standards, while maximizing the efficiencies of the business that weprovide to our partners. Therefore, weplan to grow the percentage of our revenue derived from these types of agreements by working to structure new businesswithcapacitypurchaseterms. Pinnacle’s Amended and Restated Airline Services Agreement with Northwest (the “ASA”) and its Delta Connection Agreement (the “DCA”) are both structured as capacity purchase agreements. In addition, Colgan’s Q400operationsforContinentalareunderacapacitypurchaseagreement(the“ContinentalCPA”). UnderourCPA’s,mostcostsweincurareclassifiedasoneofthefollowing: • Reimbursed—Thosecoststhatarereimbursedtothefullextentoftheactualcost,plusanyapplicable margin. • Rate-based—Wereceivepaymentsforeachblockhouranddepartureweprovide.Thesepaymentsare designed to cover all of our expenses incurred with respect to the CPA that are not covered by the reimbursementpayments,includingoverheadcosts. • Excluded—Servicesthatareprovidedbyorpaidfordirectlybythecode-sharepartner.Thesecostsdo notappearonourfinancialstatements. 5 Item1. Business OurOperatingContracts(continued) ThefollowingisasummaryofthetreatmentofcertaincostsunderthethreeCPA’s. ContinentalCPA DeltaDCA NorthwestASA Laborcosts ....................................... Rate-Based Rate-Based Rate-Based Linemaintenance .................................. Rate-Based Rate-Based Rate-Based Heavymaintenance ................................ Rate-Based Reimbursed(2) Reimbursed Landingfees/stationcosts .......................... Reimbursed Reimbursed Rate-Based Other(G&Aandtraining) ........................... Rate-Based Rate-Based Rate-Based Non-aircraftdepreciation ............................ Rate-Based Rate-Based Rate-Based Propertytaxes ..................................... Rate-Based Reimbursed Reimbursed Fuel ............................................. Excluded Excluded Excluded Facilityrentals .................................... Excluded(1) Excluded(1) Rate-Based Groundhandling................................... Excluded(1) Excluded(1) Rate-Based Aircraftownership ................................. Rate-Based Reimbursed(2) Reimbursed Aviationinsurance ................................. Reimbursed Reimbursed Reimbursed (1) Ground handling and airport facilities are provided free of charge unless Delta or Northwest asks us to performgroundhandlinginastation.Intheseinstances,wearecompensatedbaseduponnegotiatedground handlingrates. (2) These costs are both subject to a cap and adjusted downward should actual expenses incurred be less than therate–basedpaymentsreceived.Aircraftownershipcostincludeprincipalandinterestpaymentsondebt. RevenuePro-rateAgreements. WhenPNCLpurchasedColganinJanuary2007,itsexistingcontractswere structured as revenue pro-rate code-share agreements, which allowed for Colgan to market its operations under itspartners’brands.Undertheseagreements,Colgangenerallymanagesitsowninventoryofunsoldcapacityand sets fare levels in the local markets that itservices. Colganretains alloftherevenue forpassenger flying within Colgan’s local markets and not connecting to its partners’ flights. For connecting passengers, the passenger fare is pro-rated between Colgan and its major airline partner, generally based on the distance traveled by the passengeroneachsegmentofthepassenger’strip.Undertheseagreements,Colganbearstheriskassociatedwith fares, passenger demand, and competition within its markets. Colgan incurs all of the costs associated with operating these flights, including those costs typically reimbursed or paid directly by the major airline under a capacitypurchaseagreement.Insomeinstances,Colganhastheabilitytoearnincentive-basedrevenueshouldit achievespecifiedperformancemetrics. Colgan’s revenue pro-rate agreement with Continental also contains a connecting passenger incentive designed to maintain a base level of profitability in the Houston markets that Colgan serves. The connect incentive can be a payment from or a payment to Continental, depending on load factors, and is designed to create a more stable income level in these markets that could otherwise not be supported under a traditional revenue pro-rate agreement. The connect incentives are adjusted twice a year for changes in fuel prices and station/passengerrelatedcosts. Inadditiontooperatingitsflightsunderrevenuepro-ratecode-shareagreements,Colganalsooperatessome flights within its United Express and US Airways Express networks under its Essential Air Service (“EAS”) contracts with the Department of Transportation (“DOT”). The EAS program provides a federal government subsidy within certain small markets that could not otherwise sustain commercial air service because of limited passengerdemand. 6 Item1. Business Pinnacle’sAgreementswithMajorAirlines NorthwestAirlinkAirlineServicesAgreement PinnacleprovidesregionaljetservicetoNorthwestasaNorthwestAirlinkcarrierundertheASA.TheASA was amended and restated effective January 1, 2007 and expires in December 2017. At the end of its term in 2017,theASAautomaticallyextendsforadditionalfive-yearperiodsunlessNorthwestprovidesnoticetoustwo yearspriortotheterminationdatethatitdoesnotplantoextendtheterm. OurASAwithNorthwestprovidesforthefollowingpayments: Reimbursement payments: We receive monthly reimbursements for all expenses relating to: basic aircraft and engine 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. Other than credit risk with respect to Northwest’s reimbursement of these costs, we have no financial risk associatedwithcostfluctuationsintheseitems. Payments based on pre-set rates: We are entitled to receive semi-monthly payments for each block hour and departure we provide to Northwest and a monthly fixed cost payment based on the size of Pinnacle’s fleet undertheASA.Theterm“blockhours”referstotheelapsedtimebetweenanaircraftleavingagateandarriving atagate.ThesepaymentsaredesignedtocoverallofourexpensesincurredwithrespecttotheASAthatarenot covered by the reimbursement payments, including overhead costs. The substantial majority of these expenses relate tolaborcosts,groundhandlingcostsincitieswhereNorthwestdoesnothavegroundhandlingoperations, landing fees in cities other than Detroit, overhead and depreciation. These rates will be in effect (subject to indexedannualinflationadjustments)until2013,whentherateswillbereset. Margin payments: We receive a monthly margin payment based on the revenues described above calculatedtoachieveatargetoperatingmargin.Thetargetoperatingmarginis8%for2007andfutureyears,and was 10% for 2006 and 2005. Our margin payments for 2007, 2006, and 2005 were subject to a ceiling and a floor.BeginningJanuary1,2008,NorthwestwillnotguaranteePinnacle’sminimumoperatingmargin,although we will still be subject to a margin ceiling above the revised target operating margin. If Pinnacle’s actual operatingmarginforanyyearbeginningwith2008exceedsthe8%targetoperatingmarginbutislessthan13%, Pinnacle will make a year-end adjustment payment to Northwest in an amount equaltohalf oftheexcess above 8%. If Pinnacle’s actual operating margin for any year beginning with 2008 exceeds 13%, Pinnacle will pay Northwestalloftheexcessabove13%. The ASA provides that we will be required to allocate our overhead to the extent that we establish operationswithanothermajorairline.UponreachingacertainlevelofoperationsoutsideofourASA,andtothe extent that wehaverealized acostsavings benefit from combining overhead insuchoutsideoperations,wewill negotiate an overhead sharing rate reduction The method of allocation, timing and extent of Northwest’s rate reduction have not yet been determined. To the extent that we cannot agree on the amount of a rate reduction withNorthwesttoshareanyoverhead,thepartieshaveagreedtopursuebindingarbitrationtodeterminetherate reduction. TotheextentthatPinnacleoperatesregionaljetsonbehalfofanothermajorairline,Northwestmayremove one aircraft for every two aircraft that Pinnacle operates for another partner above an initial base of 20 regional jets. Northwestmayremove nomorethan20aircraft subjecttothisoptionandnomorethanfiveaircraft inany 12-month period. Northwest may only exercise this option if the removed aircraft are not operated by or on behalfofNorthwestaftertheirremoval. 7 Item1. Business Pinnacle’sAgreementswithMajorAirlines(continued) NorthwestmayterminatetheASAatanytimeforcause,whichisdefinedas: • ourfailuretomakeanypaymentunderanyaircraftleaseorsubleasewithNorthwest; • aneventofdefaultbyusunderanyaircraftleaseorsubleasewithNorthwest; • aneventofdefaultunderanyofourotheragreementswithNorthwest; • ourfailuretomaintainrequiredinsurancecoverages; • ourfailuretocomplywithNorthwest’sinspectionrequirements; • suspensionorrevocationofourauthoritytooperateasanairlinebytheFAAortheDOT; • ourfailuretooperatemorethan50%ofouraircraftformorethansevenconsecutivedaysorourfailure tooperatemorethan25%ofouraircraftformorethan21consecutivedays,otherthanasaresultof: 1) an FAA order grounding all commercial flights or all air carriers or grounding a specific aircraft typeofallcarriers, 2) aschedulingactionbyNorthwestor 3) Northwest’sinabilitytoperformitsobligationsundertheASAasaresultofastrikebyNorthwest employees. Northwest may also terminate the agreement at any time upon our bankruptcy or for any breach of the agreement by us that continues uncured for more than 30 days after we receive notice of the breach. Provided that inthecaseofanon-monetary default, Northwestmaynotterminate theagreement ifthedefaultwouldtake more than 30 days to cure and we are diligently attempting to cure the default. In addition, both Northwest and we are entitled to seek an injunction and specific performance for a breach of the agreement. In addition, in the caseofanyotherterminationoftheASA,Northwestwillhavetherighttorequireus: • toterminateallleases,subleasesandagreementswithNorthwest; • to assign, or use our best efforts to assign to Northwest, subject to some exceptions, any leases with thirdpartiesforfacilitiesatairportstowhichweprimarilyflyscheduledflightsonbehalfofNorthwest; • tosellorassigntoNorthwestfacilitiesandinventorythenownedorleasedbyusandusedprimarilyfor the services we provide to Northwest for an amount equal to the lesser of fair market value or depreciatedbookvalueofthoseassets. In general, we have agreed to indemnify Northwest and Northwest has agreed to indemnify us for any damagescausedbyanybreachesofourrespectiveobligationsundertheASAorcausedbyourrespectiveactions orinactionundertheASA. DeltaConnectionAgreement On April 27, 2007, we entered into the DCA,a ten-year capacity purchase agreement with Delta Air Lines to operate 16 CRJ-900 aircraft as a Delta Connection Carrier. The first aircraft was delivered in October 2007 8