CHICAGO AND SOUTHERN AIR LINES,, INC. as reflected in statistical comparison with 1951 Per Cent 1952 Net income and special items 1951 Change ($267,983 in 1951) ---------------------------- $ 1,338,510 $ 1,130,959 +18.4% Per share _____________ ---- ___ __ ------------- $2.63 $2.22 +18.4 Dividends paid per share ________________________ $ .75 $ .65 +15.4 Earned surplus at end of year__ __________________ $ 2,920,862 $ 1,964,347 +48.7 Book value per share at end of year ________ $15.34 $13.46 +14.0 Total non-mail revenues-Domestic $ 13,271,753 $ 10,623,815 +24.9 -International 3,178,622 2,556,872 +24.3 Mail pay -Domestic $ 972,813 $ 1,202,976 -19.1 -International 1,435,882 1,853,267 -22.5 Mail ton miles -Domestic 817,796 669,611 +22.1 -International 60,270 41,610 +44.8 Operating profit -Domestic $ 1,439,091 $ 916,878 +57.0 -International 1,106,798 948,194 +16.7 Revenue plane miles -Domestic 9,623,860 8,507,601 +13.1 - International 1,655,686 1,682,490 - 1.6 Available seat miles -Domestic 325,087,934 269,001,576 +20.8 -International 76,897,010 77,414,401 - 0.7 Revenue passenger miles-Domestic 201,084,672 168,150,135 +19.6 -International 38,239,237 31,805,784 +20.2 Passenger load factor -Domestic 61.9% 62.5% - 1.0 -International 49.7% 41.1% +20.9 Available ton miles -Domestic 39,736,664 33,007,687 +20.4 -International 10,655,954 10,788,016 - 1.2 Revenue ton miles -Domestic 22,352,955 18,416,312 +21.4 -International 5,170,798 4,034,192 +28.2 Average daily hours of revenue flight per airplane -Constellations 9: 12 8: 16 +11.3 -DC-3's 9:07 8:48 + 3.6 CHICAGO AND SOUTHERN AIR LINES,, INC. REPORT TO THE SHAREHOLDERS Your Company's net profit for the year 1952 was $1,338,510, equivalent to $2.63 a share on the capital stock, after provision for income taxes. This compares with a net profit and special items of $1,130,959, or $2.22 a share for 1951, which included $267,983 rep- resenting a net capital gain on DC-4 aircraft and equipment sold, less a foreign reserve provision. There were no similar special items in 1952. Profits have been earned on both domestic and international operations in every year since 1948. Four dividends totaling 75 cents a share were paid in 1952 compared with 65 cents paid in 1951, 50 cents in 1950, and 35 cents Ill 1949. Revenues and Earnings Reach New High Operating revenues for the year 1952 to- taled $18,859,070, a gain of 16% over 1951. Passenger revenues increased 24%, express revenues increased 33%, and freight revenues increased 50%, Although a larger volume of mail was carried, mail pay declined 21 % and represented only 13% of total operating reve- nues in 1952 against 19% in 1951. Our operat- ing profit for 1952 was $2,545,889 compared with $1,865,072 for 1951. While actual oper- ating figures for other air lines are not yet available, our 36% gain in operating profit For the year ended December 31, 1952 contrasts sharply with the preliminary esti- mate for the industry as released by the Air Transport Association. This estimate indi- cates that the operating profit of the 14 do- mestic trunk lines was 9.9% lower in 1952 than in 1951, the operating profit of the 11 international carriers was 67.1 % lower, and the operating loss of the 18 local service air- lines was 25 times greater. The favorable showing of C&S in this com- parison was achieved by careful control over costs and by expansion of service closely keyed to demand, permitting high utilization of equipment and personnel. For example, during the first nine months of 1952 (the latest period for which industry figures are available) our overall fleet utilization was the highest of any of the domestic trunk lines, averaging 9:05 hours of revenue flying a day for each airplane. This utilization was raised to 9:08 hours a day for the entire year. The increased productivity of our personnel is in- dicated by the fact that in 1952 we operated 15% more available ton miles of service than in 1951 and carried 23% more ton miles of revenue traffic with an increase of only 5% in the average number of employees. Thus, in spite of inflationary increases in prices and wages, our ton mile and passenger mile costs were reduced in 1952 from 1951, again re- versing the industry trend, which has been toward higher costs in these categories. OPERATING REVENUES In millions of dollars - 197 18 17 * INTER l6J NATIONAL 15 14 13 12 II 10 9 8 7 DOMESTIC 6 5 4 3 2 1936 '37 '38 '39 '40 '41 '42 '43 '44 '45 '46 '47 '48 '49 '50 '51 1952 *International service inaugurated November 1, 1946 financial Position Current assets at December 31, 1952, stood at $5,905,171 of which $3,605,238 represented cash and Government securities. Current li- abilities were $3,845,828, leaving working cap- ital of $2,059,343. Our bank loan, which had a balance of $1,500,000 outstanding at De- cember 31, 1951, was paid in full in 1952. Flight equipment, including six Constella- tions and twelve DC-3's, together with all spare engines, propellers, and parts for main- tenance, was carried at a net depreciated value of $4,615,888. Our DC-3's have been fully depreciated to a residual value of $3,000 each and our Constellations are being depreciated to a residual value of $50,000 each by De- cember 31, 1955. In addition to our conservative deprecia- tion policy, we have continued to charge off all training and development costs as in- curred, and no expenses of this kind have been deferred to burden future operations. Out of the net profit of $1,338,510 for the year, $381,995 was distributed to our share- holders in dividends and the remaining 2 $956,515 was added to earned surplus, increas- ing this to $2,920,862 at December 31, 1952. The shareholders' equity thus increased dur- ing 1952 from $6,857,992 to $7,814,507, rais- ing the book value of the common stock from $13.46 to $15.34 a share. Mail Rates Under our final domestic mail rate, which was unchanged throughout the year, we re- ceived mail pay of $972,813 in 1952, a reduc- tion of 19% from the $1,202,976 received in 1951. At the same time mail loads increased 22%, reducing our mail compensation on a ton mile basis by 33%. On August 1, 1952, our final international mail rate was opened for review and a lower final rate was made effective from that date forward. Under these final rates we received $1,435,882 of international mail pay in 1952, a reduction from 1951 of 23% in dollar amount and 47% in ton mile yield. The Post Office Department has petitioned the United States Court of Appeals for the District of Columbia Circuit to review the CAB decision not to offset domestic profits against international mail pay need in estab- lishing our final international mail rate which was set in October 1951. We are supporting the CAB decision in this appeal. Taxes Our Company's federal income taxes for 1952 amounted to $1,194,000 while federal taxes paid on gasoline and oil totaled $205,000. In addition, we collected federal transportation taxes of $1,740,000 from our passengers and shippers and paid this over to the Government. The Government derived in taxes from our operation more than I times the amount paid to us in subsidy. Merger Agreement On April 24, 1952, one of the most impor- tant and constructive steps in our Company's history was taken when C&S and Delta Air Lines, Inc., executed an agreement calling for the consolidation of the two companies. This initial agreement, reached after several months of extensive negotiations, was fol- lowed by the execution of a final definitive agreement by all members of the Boards of Directors of both companies on July 8, 1952. As you have been advised since the merger was first announced, the major provisions of the underlying agreements are: (1) In exchange for their common stock, C&S stockholders will receive $10,695,846 (equiva- lent to $21.00 a share) of the surviving corpo- ration's 5% convertible subordinated deben- tures, maturing 20 years from date of issue. (2) The debentures are to be convertible at any time before maturity into common stock of the surviving corporation at the rate of one share of stock for each $35 face value of debentures, with provisions protecting the C&S stockhold- ers against dilution of the conversion privilege. (3) The debentures are callable at premiums of 3% during the first two years after issuance, at 2% during the third year, and at I% during the fourth year. Not more than 30% of the aggregate amount can be called during the first two years. ( 4) The merger agreement provides that three of the C&S directors (Carleton Putnam, Sidney A. Stewart, and John R. Longmire) will serve on the Board of Directors of the surviving cor- poration. In addition, Carleton Putnam, Chair- man of the Board of C&S, will occupy a similar position in the merged company; C. E. Wool- man, President and General Manager of Delta, 350 325 _ AVAILABLE SEAT MILES 300 275 250 225 REVENUE __.... 200 PASSENGER MILES 175 150 125 100 75 50 25 0 1936 '37 '38 '39 '40 '41 '42 '43 '44 '45 '46 '47 '48 '49 '50 '51 1952 38.2 38.4 48.0 58.0 49.7 50.0 62.2 83.9 82.6 79.3 70.2 58.6 56.4 53.3 56.3 62.5 61.9 3 % LOAD FACTOR Percentage of seats occupied .'T(' " "> "b' ~-:::::- ~-:::::-~,.. ~=--- "'s-~ ~'' c-- -:::::-~ -- ~ s-~~ ;,.-' PITTSBU --- INDIANAPOLIS EMPHIS == C & S-Trans World Air- lines through plane service Houston-New York via St. Louis and Pittsburgh. C & S-Trans World Air- lines through plane service Houston-New Yo-rk via Memphis, Indianapolis, and Pittsburgh. will retain that position in the merged com- pany; and Sidney A. Stewart, President of C&S, will become Executive Vice President of the surviving corporation. At hearings before the Civil Aeronautics Board it was also announced that other officers of the merged company would include Junius H. Cooper as Vice President-Finance, R. S. Maurer as Vice President-Legal, and Todd G. Cole as Vice President-Comptroller. Mr. Cooper is Vice President-Finance of C&S; Mr. Maurer is Vice President-Secretary and Gen- eral Counsel of C&S; and Mr. Cole is Comp- troller and Assistant Secretary of Delta. It is anticipated that other personnel of the two companies will be similarly integrated. 4 Studies made by the managements of the two companies in preparation for hearings before the Civil Aeronautics Board support the conclusion that the Delta-C&S combina- tion is one of the most logical and desirable in the entire aviation industry, both from the standpoint of assets, routes, equipment and personnel, and from the standpoint of econ- omies and increased revenues which should assure continued and increasingly profitable operations. The combination should benefit not only the stockholders and employees of both companies, but should also benefit the public through improved and additional serv- ices. The CAB has stated that the merger will eliminate any need for subsidy for domestic operations. Accordingly, the Government will also benefit from the proposed consolidation. The proposed merger was given expeditious treatment by the governmental authorities concerned. Following hearings in August, the Board, on December 31, 1952, issued its opinion and order approving the merger, with the approval of the President of the United States to the extent required by law. These approvals imposed no conditions or restric- tions which would prohibit through flights between points on the separate routes of the two companies, leaving the surviving corpora- tion free to develop fully the traffic potential of the consolidated route system. The CAB's order also adopted the employee protective conditions suggested by C&S and Delta, with certain modifications. Under no circumstances should the ref- erences herein contained be considered as a proxy solicitation. The full text of the merger agreement and necessary explanatory mate- rials will be supplied to each stockholder when the agreement is submitted for approval at a special stockholders' meeting to be called in April. If approved by the stockholders, it is believed that the merger can be concluded promptly thereafter. Annual Shareholders' Meeting In the past, the annual meeting of the Company's shareholders has been held on the first Tuesday in May of each year. At their regular meeting of January 22, 1953, the Di- rectors of the Company amended the Com- pany's by-laws so as to change the annual meeting date to the first Tuesday in October. The purpose of this change was to avoid any possible conflict between the annual meeting and the special shareholders' meeting to be called m connection with the C&S-Delta merger. Service to San Juan On January 10, 1953, we inaugurated week- ly Constellation service from New Orleans to San Juan, Puerto Rico, with intermediate stops at Port-au-Prince, Haiti, and Ciudad TO: MINNEAPOLIS ST. PAUL Trujillo, Dominican Republic. This com- pletes activation of the Company's interna- tional routes, with the exception of those few intermediate cities and certain point-to-point traffic for which operating clearance has not yet been obtained from the foreign govern- ments involved. The initial weekly service to Puerto Rico will be increased in frequency as traffic demand warrants and new aircraft now on order become available. Interchange with TWA The CAB has approved an interchange agreement between C&S and TWA under which through flights without change of plane will be operated between Houston and New TO: TO - ~~;;~~D -----CH I CAGO MONTREAL BUFFALO BOSTON SEATTLE TO: DENVER OMAHA ------- SA/,~~E CITY CITY - 10S ANGELES ------- SAN FRANCISCO TO: Ti.JCSON PHOENIX LOS ANGELES TO: ~ OKLAHOMA CITY TULSA F'T. WAYNE TO: TERRE HAUTE :~::..~GGT~N 1 C. - - - - - - - - PHIL.ADELPHIA - - - - - - - - ------ NEW YOIK INDIANAPOLIS BOSTON ----- MPHIS EENWOOO NASHVILLE WASHINGTON NEW YORK ~ TO: PORT AU PRINCE HAITI CIUDAD TRUJILLO DOMINICAN REPUBLIC York via St. Louis and Pittsburgh, with an alternate routing via Memphis, Indianapolis, and Pittsburgh. The interchange flights will be operated by our crews over the C&S seg- ments of the route and by TWA crews over the TWA segments. Service will be inaugu- rated on April 1st using TWA equipment initially. This interchange will provide the first one- plane service between the fast growing indus- trial cities of Houston and Pittsburgh, as well as the first competitive one-plane service be- tween Houston and New York. A substantial volume of new long-haul traffic should be car- ried on these through flights over our routes between Houston and St. Louis and between Houston and Indianapolis. New Convairs on Order The ten new 44-passenger Convair 340's which we ordered in 1951 are now scheduled for delivery beginning in September 1953. Delta also has ordered ten Convairs, three of which have already been received, so our merged Company will have a fleet of twenty of these fast, modern, twin-engine airplanes. Our Convair program, including spare en- gines, propellers, and parts and equipment for maintenance, together with training ex- penses, was initially estimated to cost about $8,000,000. By combining the C&S and Delta requirements for spares, it is estimated that the total outlay of our merged Company will be reduced by more than $1,000,000. An ad- vance payment of $300,000 has been made by C&S to the Consolidated Vultee Aircraft Cor- poration and a further advance of $500,000 will be payable in March. Personnel One of the most gratifying features of 1952 was the high level of morale among all of the personnel of our Company. The pleasant and cooperative spirit was reflected in increased productivity and, equally important, drew many complimentary expressions from pas- sengers. The voluntary contributory retirement in- come plan for our personnel was put into effect on July 1, 1952, and 660 employees out of 892 eligible have elected to participate. Our Company's share of the cost in 1952 was $91,441, while emplo,yees contributed $64,338 through pay roll deductions. This retirement income plan proved highly popular with our personnel and rounded out our Company's employee benefits program which includes group insurance, liberal vacations, sick leave with pay, a suggestion system, free and re- duced rate transportation and paid holidays. Shareholders C&S is owned by 2,309 shareholders who live in 41 states, the District of Columbia, the Virgin Islands, and Brazil. At December I, 1952, the average holding was 221 shares and 80% of the shareholders owned 100 shares or less each. Safety Record During 1952 we entered our seventeenth year of perfect safety and at the end of the year we had flown more than 1.3 billion reve- nue passenger miles without fatality to any passenger or flight crew member. By authority of the Board of Directors, Chairman of the Board February 16, 1953 6 CHICAGO AND SOUTHERN AIR LINES,, INC. FOR THE YEARS ENDED DECEMBER 31 OPERA TING REVENUES: Passenger aryd excess baggage United States mail (Note 6) Express and freight . . . . Miscellaneous (net) . . . . Total operating revenues OPERATING EXPENSES: Flying and ground operations Maintenance . . . . . . Traffic, sales and advertising General and administrative . Depreciation (Note 2) . . Total operating expenses NET INCOME FROM OPERA TIO NS BEFORE INCOME TAXES . . . PROVISION FOR FEDERAL AND STATE INCOME TAXES (Notes 7 and 8) . OTHER INCOME OR DEDUCTIONS* (NET) NET INCOME FOR THE YEAR .. SPECIAL ITEMS: Profit on sale of DC-4 aircraft and related spares (less $114,000 applicable Federal income taxes) Reserve provision for foreign operations NET INCOME AND SPECIAL ITEMS . . . . . . . . . . (SINCE MAY 23, 1938) 1952 1952 $15,305,552 2,408,695 989,003 155,820 $18,859,070 $ 7,655,205 2,478,736 3,473,206 1,135,406 1,570,628 $16,313,181 $ 2,545,889 1,210,000 2,621 $ 1,338,510 $ $ $ 1,338,510 $1,964,347 1951 $12,358,781 3,056,243 688,911 132,995 $16,236,930 $ 6,857,481 2,157,924 3,076,097 912,317 1,368,039 $14,371,858 $ 1,865,072 962,000 40,096* $ 862,976 $ 341,411 73,428 $ 267,983 $ 1,130,959 1951 $1,164,450 BALANCE AT BEGINNING OF YEAR Net income for the year . . . 1,338,510 $862,976 Special items . . . . . . . Cash dividends of 75 a share in I 952 and 65 a share in 1951 . . . . . . . Reduction in international mail pay for prior years (less $331,153 applicable Federal income taxes) . . . . . . Less reserve for foreign opera- tions provided therefor (Note 8) BALANCE AT END OF YEAR . 267,983 $3,302,857 381,995 $373,428 373,428 $2,920,862 The accompanying notes are an integral part of these statements. 7 1,130,959 $2,295,409 331,062 $1,964,347 BALANCE SHEETS AT DECEMBER 31, 1952 AND 1951 CHICAliD AND SOUTHERN AIR LINES, tNc. CURRENT ASSETS: Cash . . . . United States Government securities Receivables from- United States Post Office . . . . Air lines, customers, agencies, etc. Maintenance and operating supplies, at average cost Prepaid insurance, etc. Total current assets OTHER ASSETS: 1952 . $ 1,605,238 2,000,000 198,939 1,726,481 278,038 96,475 $ 5,905,171 Advance payments on new aircraft (Note 3) $ 300,000 207,046 Miscellaneous . . . . . . . . . . $ 507,046 OPERATING PROPERTY AND EQUIPMENT: Flight Other Equipment Property and (Note 2) Equipment Cost- 1952 . $8,808,975 $1,637,071 $10,446,046 1951 . 8,687,657 1,445,648 Depreciation reserves- 1952 . $4,193,087 $1,004,842 5,197,929 19~ 51 . 2,786,283 890,213 $ 5,248,117 FRANCHISES AND GOODWILL . . . $ $11,660,335 1951 $ 1,204,815 1,000,000 527,683 1,353,116 260,926 99,963 $ 4,446,503 $ $ 240,000 272,264 512,264 $10,133,305 3,676,496 $ 6,456,809 $ $1.1,415,577 CH/CAii CURRENT LIABILITIES: Notes payable to banks Accounts payable and accrued liabilities Federal and state income taxes (Note 7) . Unearned revenue . . . Air travel plan deposits $ 1952 2,010,543 1,354,388 254,372 226,525 Total current liabilities . $ 3,845,828 NOTES PAYABLE TO BANKS, due after one year . .. $ CAPITAL STOCK AND SURPLUS: Common stock-authorized 650,000 shares, without nominal or par value; issued and outstanding 509,326 shares (Note 4) $ 4,893,645 Earned surplus since May 23, 1938 . . . 2,920,862 $ 7,814,507 COMMITMENTS (Note 3) $11,660,335 ' The accompanying notes are an integral part of these statements. 8 9 1951 $ 1,000,000 1,950,133 716,885 179,767 210,800 $ 4,057,585 $ 500,000 $ 4,893,645 1,964,347 $ 6,857,992 $11,415,577 I. The Company has entered into a merger agreement with Delta Air Lines, Inc., which was approved by the Civil Aeronautics Board on December 31, 1952, and will be submitted to the stockholders of the two Companies for approval at special meetings to be called in April. The C&S stockholders will receive $10,695,846 of 5~12%, 20-year, convertible subordinated debentures to be issued by Delta, sub- ject to the provisions of the statutory Joint Agree- ment of Merger, each $35 of such debentures to be convertible at the holder's option into one share of Delta common stock. 2. At December 31, 1952, the Company's fleet con- sisted of six Model 649 Constellations and twelve DC-3's. The DC-3's ($1,441,843 including spares) were fully depreciated to a residual value of $3,000 each at December 31, 1948, and the Constellations ($7,367,132 including spares) are being depreciated to a residual value of $50,000 each from the dates placed in service (3 in 1950 and 3 in I 951) to December 31, 1955. 3. The Company has entered into a contract with Consolidated Vultee Aircraft Corporation for the purchase of ten new Convair 340 aircraft to be delivered beginning in September 1953. These air- craft, together with the necessary spare engines, propellers, parts and equipment for maintenance and operation, will cost approximately $7,000,000, against which advance payments of $300,000 have been made. 4. Stock purchase warrants were outstanding to two officers at December 31, 1952, entitling one to ;:icquire 8,000 shares of common stock and the other 3,750 shares at a price of $10 per share prior to 1956. The market quotations of the common stock at the date of fixing the price of the warrants were less than $10. 5. In 1951 the Company adopted a contributory re- tirement income plan for its employees, which was put into effect on July 1, 1952. The Company's liability for past service benefits under the plan is estimated at $700,000 and it is anticipated that this will be paid over a period of 12 years. The Company's share of the cost of the plan for the last half of 1952, including past service benefits, was $91,441. 6. Mail revenues from the United States Government are stated in accordance with final rates fixed by the Civil Aeronautics Board in rate orders issued as follows: Date of Effective Effective Order From To Routes July 28, 1948 Jan .. 1, 1946 Sept. 30, 1951 Domestic Oct. 18, 1951 Nov. 1, 1946 July 31, 1952 International Dec. 19, 1951 Oct. 1, 1951 Still in effect Domestic Oct. 22, 1952 Aug. 1, 1952 Still in effect International 10 On l\Iarch 18, 1952, the Post Office Department filed a petition requesting the United States Court of Appeals for the District of Columbia Circuit to review the Company's final international mail rate order issued by the CAB on October 18, 1951. The Post Office Department contends that the CAB erred in refusing to offset the profits above 7.4% earned under the Company's final domestic mail rates during the years 1948-1950 against the mail pay need of the Company's international opera- tions, and accordingly that the Company's mail pay for that period should be reduced by $654,000. The Company is participating in this appeal as a special intervenor. General Counsel for the Com- pany believes that the Court should uphold the CAB's decision, both as a matter of law and equity. 7. The Company's federal income tax returns through 1949 have been examined by the Bureau of In- ternal Revenue and settled. The tax returns for 1950 and 1951 are now in process of examination and it appears that the depreciation rates used by the Company on DC-4 and Constellation aircraft may be questioned. It is believed that the Company has made reason- able provision in its accounts for any additional taxes related to DC-4 depreciation. With respect to Constellation aircraft and related spares, the Company has been depreciating this equipment to a common end date of December 31, 1955, giving an approximate a_ verage life of five years. The internal revenue agent examining the returns may recommend a six or seven-year life. The Company considers its depreciation policy proper and pro- poses to contest any change. Further, the Company has applied for a necessity certificate which, if granted, will authorize five-year amortization of approximately 80% of the cost of the Constellation fleet. Any depreciation on Constellation aircraft disallowed for prior years should be allowable in future years. The Company has no excess profits tax liability. 8. The October 18, 1951 final rate order of the CAB fixed the Company's international mail pay for both past and future periods. The excess ($704,581) of international mail pay received under temporary rates from the beginning of foreign operations on November 1, 1946 to December 31, 1950 over the final mail pay for this four-year period as fixed in the October 18, 1951 order was refunded in 1951 and charged to earned surplus. This refund was not deducted in determining the $962,000 provi- sion for income taxes in 1951. The income taxes payable for 1951 after deducting this refund were estimated at $630,847; the reduction of$331,153 in tr1xes occasioned by the refund was credited to earned surplus. The net surplus charge ($704,581 less $331 .153) for the mail pay refund was offset by a credit from the foreign operating reserve pro- vided for that purpose. ' ARTHUR ANDERSEN & Co. ACCOUNTANTS AND AUDITORS To The Stockholders of Chicago and Southern Air Lines, Inc.: RAILWAY EXCHANGE BUH.DING ST. Lours 1 We have examined the balance sheet of CHICAGO AND SOUTHERN AIR LINES, INC. (a Delaware corporation) as of December 31, 1952 and the related statements of income and surplus for the year then ended. Our examination was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. We had previously made a similar examination for the year ended December 31, 1951. In our opinion, the accompanying balance sheets and statements of income and surplus present fairly the financial position of Chicago and Southern Air Lines, Inc. as of December 31, 1952 and 1951 and the results of its operations for the years ended those dates, and were prepared in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding year. St. Louis, Missouri January 30, 1953 Introduction to the Statistic.al Summaries ... Audited financial statements presenting our operating results_ and year-end financial position for the last two years have been reproduced on the preced- ing pages. The data on the following pages have been prepared by the company for convenient reference in tracing our growth and progress. A ten-year summary, comparing significant financial items, is presented on the following two pages. A comprehensive seventeen-year summary of operating statistics on pages 14 and 15 covers the entire operating history of Chicago and Southern Air Lines, Inc. 11 _____ __.L- fl,Lj:1 CHICAGO AND SOUTHERN AIR LINES, tNc. FOR THE YEARS ENDED DECEMBER 31: 1952 1951 1950 1949 1948 1947 1946 1945 1944 1943 OPERATING RESULTS (in thousands of dollars) Operating Revenues $18,859 $16,237 $12,885 $12,369 $10,453 $8,565 $8,750 $4,849 $2,947 $2,268 Operating Expenses . 16,313 14,372 11,891 11,204 9,564 8,809 9,445 4,556 2,775 2,243 Net Income from Operations before Income Taxes $ 2,546 $ 1,865 $ 994 $ 1,165 $ 889 $ 244* $ 695* $ 293 $ 172 $ 25 Other Income-Net . 3 40* 6 72* 40* 32* 18* 5 51 143 Provision for Income Taxes 1,210 962 465 463 210 237* 125 94 68 Net Income for the Year $ 1,339 $ 863 $ 535 $ 630 $ 639 $ 276* $ 476* $ 173 $ 129 $ 100 Special I terns 268 321 Net Income and Special Items $ 1,339 $ l, 131 $ 856 $ 630 $ 639 $ 276* $ 476* $ 173 $ 129 $ 100 Dividends Paid on Common Stock $ 382 $ 331 $ 255 $ " 178 None None None $ 77 $ 73 $ 143 Net Income per Share of Common Stock $2.63 $2.22 $1.68 $1.24 $1.26 $0.54* $0.93* $0.56 $0.44 $0.34 Dividends Paid per Share of Common Stock 0.75 0.65 0.50 0.35 None None None 0.25 0.25 0.625 YEAR-END FINANCIAL POSITION (in thousands of dollars) ASSETS: Cash and Government Securities $ 3,605 $ 2,205 $ 1,998 $ 3,3_45 $ 2,320 $1,463 $1,880 $1,191 $ 899 $ 957 Other Current Assets . - 2,300 2,242 1,685 1,190 1,770 1,013 2,053 475 707 1,331 Flight Equipment and Other Operating Prop- erty-Net 5,248 6,457 4,162 1,184 1,884 2,642 3,163 1,450 527 394 Other Assets 507 512 1,010 1,535 433 276 401 213 55 284 Total Assets $11,660 $11,416 $ 8,855 $ 7,254 $ 6,407 $5,394 $7,497 $3,329 $2,188 $2,966 LIABILITIES: Notes Payable . None $ 1,500 None None None $r,o6o $1,660 $ 400 None $ 225 Other Liabilities . $ 3,845 3,058 $ 2,797 $ 1,797 $ 1,402 1,022 1,725 1,034 $ 593 1,190 q Total Liabilities . $ 3,845 $ 4,558 $ 2,797 $ 1,797 $ 1,402 $2,082 $3,385 $1,434 $ 593 $1,415 SHAREHOLDERS' EQUITY: 1 Common Stock $ 4,894 $ 4,894 $ 4,894 $ 4,894 $ 4,894 $4,894 $4,831 $1,599 $1,452 $1,450 Surplus . 2,921 1,964 1,164 563 111 1,582* 719* 296 143 101 Total Shareholders' Equity $ 7,815 $ 6,858 $ 6,058 $ 5,457 $ 5,005 $3,312 $4,ll2 $1,895 $1,595 $1,551 Shares of Common Stock Outstanding 509,326 509,326 509,326 509,326 509,326 509,326 509,326 310,011 291,687 291,337 Book Value per Share . . . . . . $15.34 $13.46 $11.89 $10.71 $9.83 $6.50 $8.07 $6.11 $5.47 $5.32 * Denotes red figure 12 13 ~r ~7 Wewt fJJuninut1ty of &ftmalinfl fJJtalt~licd ____ -;---~;;;J/1/ CHICAGO AND SOUTHERN AIR LINES,,1Nc. * DOMESTIC OPERATING RESULTS Total Amounts 1952 1951 1950 1949 1948 1947 Operating Revenues Passenger and excess baggage $12,499,226 $10,068,280 $6,869,179 56,407,449 $6,148,222 $5,774,239 United States mail 972,813 1,202,976 1,747,319 1,800,384 1,891,989 1,465, l 02 Express and freight 681,454 487,533 468,337 319,722 321,940 340,486 Miscellaneous 91,073 68,002 61,496' 56,175 70,090 71,664 Total Operating Revenues $14,244,566 $11,826,791 $9, 146,33 I $8,583,730 $8,432,241 $7,651,491 Total Operating Expenses 12,805,475 10,909,913 8,442,261 7,783,557 7,797,320 7,853,822 Operating Profit before Income Taxes S 1.439,091 $ 916,878 $ 704,070 S 800,173 s 634,921 s 202,331 * Unit Operating Costs Cents per available ton mile 32.23 33.05 34.20 33.16 32.69 31.79 Cents per revenue ton mile 57.29 59.24 62.25 64.89 66.15 63.04 Cents per available seat mile 3.94 4.06 4.02 3.86 4.16 4.09 Cents per revenue passenger mile 6.37 6.49 7.15 7.24 7.37 6.98 * INTERNATIONAL OPERATING RESULTS Total Amounts 1952 1951 1950 1949 1948 1947 Operating Revenues Passenger and excess baggage . $ 2,806,326 $ 2,290,501 $1,983,334 $2,153,413 $1,048,967 $ 455,236 United States mail 1,435,882 1,853,267 1,514,928 1,504,706 909,610 443,812 Express and freight 307,549 201 ,378 193,837 109,434 56,444 14,466 Miscellaneous 64,747 64,993 46,614 17,241 5,590 161 Total Operating Revenues $ 4,614,504 $ 4,410,139 $3,738,713 $3,784,794 $2,020,611 $ 913,675 Total Operating Expenses 3,507,706 3,461 ,945 3,448,722 3,419,907 1,766,194 955,092 Operating Profit before Income Taxes$ 1,106,798 $ 948,194 $ 289,991 $ 364,887 $ 254,417 $ 41,417* Unit Operating Costs Cents per available ton mile 32.92 32.09 37.95 33.26 47.67 41.35 Cents per revenue ton mile 67.84 85.82 98.28 107.58 116.33 126.33 Cents per available seat m1le 4.56 4.47 4.58 4.09 4.55 4.84 Cents per revenue passenger mile 9.17 10.88 12.73 12.51 13.38 14.26 * Denotes red figure 14 1946 $6,699,813 1,672,872 218,038 24,138 $8,614,861 9,221,022 $ 606,161* 37.69 62.07 4.70 6.69 1946 $ 61,234 69,580 4,629 8 $ 135,451 '1 224,624 $ 89,173* 119.48 229.21 9.74 25.10 1945 .$4,376,776 277,238 169,396 25,413 $4,848,823 $ 4,555,646 293, I 77 35.97 49.57 4.15 5.24 YEAR 19S2 19S1 19S0 1949 1948 1947 1946 1945 1944 1943 1942 1941 1940 1939 1938 1937 1936 1944 $2,545,016 281,808 107,245 12,644 $2,946,713 2,774,292 s 172,421 40.10 50.74 4.65 5.63 REVENUE PLANE MILES (Thousands) DOM. 9,624 8,508 7,436 7,497 7,096 7,ll8 8,108 5,279 2,882 2,179 2,210 2,328 1,983 1,769 1,442 1,344 I, 135 INT. 1,656 1,682 1,884 1,817 806 473 74 1943 1942 1941 1940 1939 $1,864,998 $1,421 ,835 $1,080,173 $ 733,025 $427,670 301,823 606,004 611,670 429,445 410,619 96,666 62,309 34,318 24,905 19,557 4,842 9,688 5,440 3,192 5,311 $2,268,329 $2,099,836 $1,731,601 $1,190,567 $863,157 2,243,673 1,651,408 1,734,217 1,234,221 776,346 $ 24,656 S 448,428 s 2,616 * $ 43,654* $ 86,811 42.89 31.14 31.05 30.73 39.89 55.10 53.27 70.73 72.73 76.87 5.33 3.61 3.70 3.84 4.87 6.36 5.81 7.41 7.72 8.40 * OPERATING STATISTICS AVAILABLE TON MILES (Thousands) DOM. 39,737 33,008 24,685 23,475 23,853 24,705 24,465 ]2,666 6,918 5,231 5,304 5,586 4,016 1,946 1,586 1,479 1,177 INT. 10,656 10,788 9,089 10,280 3,705 2,310 188 REVENUE TON MILES (Thousands) DOM. 22,353 18,417 13,562 11 ,995 11 ,788 12,458 ]4,856 9,191 5,468 4,072 3,100 2,452 1,697 1,010 750 569 404 INT. 5,171 4,034 3,509 3,179 1,518 756 98 AVAILABLE SEAT MILES (Thousands) DOM. INT. 325,088 76,897 269,002 77,414 209,814 75,2]2 201 ,599 83,559 187,381 38,854 ]92,132 19,747 196,290 2,306 109,596 59,654 42,057 45,720 46,813 32,152 15,932 14,357 13,405 9,742 NoTE: International service was inaugurated on November 1, 1946 15 1938 1937 1936 $317,481 $227,362 $162,912 407,837 361,938 335,724 13,813 13,904 7,421 6,868 3,243 1,881 $745,999 $606,447 $507,938 660,070 620,287 513,695 $ 85,929 $ 13,840* $ 5,757* 41.62 88.01 4.60 9.57 REVENUE PASSENGER MILES (Thousands) DOM. 201,085 168,150 118,131 107,440 105,744 l 12,5G4 137,844 86,877 49,242 35,293 28,438 23,414 15,979 9,242 6,895 5,154 3,720 INT. 38,239 31,806 27,090 27,327 13,196 6,700 895 41.94 43.64 109.01 127.15 4.62 5.27 12.04 13.81 PASSENGER LOAD FACTOR (Percent) DOM. INT. 61.9% 49.7% 62.5 41.1 56.3 36.0 53.3 32.7 56.4 34.0 58.6 33.9 70.2 38.8 79.3 82.6 83.9 62.2 50.0 49.7 58.0 48.0 38.4 38.2 ICAGD AND SOUTHERN AIR LINES,, 1Nc. GENERAL OFFICES Memphis Municipal Airport, Memphis 14, Tennessee ORPORATE OFFICE 100 West Tenth Street, Wilmington, Delaware CARLETON PUTNAM SIDNEY A. STEWART L. RAYMOND BILLETT JUNIUS H. Coo PER JOHN R. LONGMIRE CARLETON PUTNAM . SIDNEY A. STEWART . JUNIUS H. COOPER . WILLIAM T. ARTHUR . Chairman of the Board . President Vice President-Finance Vice President-Operations R. s. MAURER . T. M. MILLER . w. T. BEEBE. Vice President-Secretary and General Counsel Vice President-Traffic and Sales . Vice President-Personnel T. F. HAMBLETON . R. s. SCRIVENER . E. MURRAY. . . Treasurer . Assistant Treasurer . Assistant Secretary TRANSFER AGENT CHEMICAL BANK & TRUST COMPANY New York 15) New York REGISTRAR THE CHASE NATIONAL BANK OF THE CITY OF NEW y ORK New York 15) New York LISTED NEW y ORK STOCK EXCHANGE AND MIDWEST STOCK EXCHANGE OF THE CARIBBEAN With the new weekly Constellation service, inaugurated on January 10, 1953, from New Orleans direct to Port au Prince, Haiti, Ciudad Trujillo, Dominican Republic, and San Juan, Puerto Rico, added to the existing daily Con- stellation service from New Orleans to Cuba, Jamaica and Venezuela, C&S now reaches all of the principal islands of the Greater Antilles, as well as the north coast of South America. The entire Caribbean area holds great promise for both business and pleasure travel from the United States. Pool and terrace of Jaragua Hotel, Ciudad Truiillo, Dominican Republic. Famed Nacional Hotel Havana, Cuba. Entrance, Varadero International Hotel, Varadero Beach, Cuba. View from terrace of Tower Isle Hotel on Jamaica's North Shore. Episcopal Cathedral at Port au Prince, Haiti. Caribe Hilton Hotel at ~c."' \.0 c,\.1'0~ "t"\} vo"-~ " -1\)~ ~-"' o\.\S c,..s~'-~ c,~-~~~ ~1\ tlc.\tltl ~o~ ~""' ~\(.'(.. C ~\\,\.~ sot' CHICAliD AND SOUTHERN AIR LINES, INC. SYSTEM MAP Showing Proposed Consolidation With DELTA AIR LINES - C&SROUTES - - DELTA ROUTES \)~tl tl ) tt\tO (> o<>Q ,s'-P.~