NORTHWEST AIRLINES, INC. Total Operating Revenues Operating Income . -et Earn in gs for the Year Per Common Share Stockholders Equity Per Comm,on Share Dividends Paid Operating Expenses- Per Available Ton-Mile Per Recenue Ton-Mile Revenue Traffic- Passengers Carried Passenger-\:files Flown Ton-\files, ~laiL Freight and Express Common Shares at Year End 0 Reflecting two-for-one split in 1964 1964 $211,610,431 $ 53,131,117 $ 26,785,523 $5.86 $122,959,586 $26.91 $ 2,601.682 18.5 39.7 3,663,077 2,668,812,000 93,356,000 4,568,634 Employees at Year End . . . . . . . . 6,671 1963 $168,788,040 $ 25,915,517 $ 10,452,957 $2.861) $ 68,435,947 $18.761) $ 1,822,656 21.7 46.8 2,911,914 2,179,208,000 73,082,000 3,648,904~ 6,090 1964 Highlights TO THE STOCKHOLDERS : from the president W e are pleased to report the highly successful results achieved by Northwest Airlines in 1964. During the year, substantial progress was made in strength ning the Company in every facet of its operation. W e grew strong through greatly increa ed revenues, passing by good margin the $200 million mark for the first time. W gained competitive strength by exceeding the industry rate of passenger traffic growth. Our 22.5 per cent increase carried us well over 2.5 billion revenue passenger- miles. Cargo traffic spurred our revenue growth with a 40 per cent in- crease to more than 50 million ton-miles. Net earnings of $26,786,000 resulted from the favorable relationship of record revenues and well-controlled cost level . Operating expenses required only 75 of each revenue dollar and our unit cost measures showed marked decline from 1963 figures. During 1964 -orthwest Airlines broadened its fin ancial structure by increasing the equity base of the Company to , 123 million. This sound move toward attainment of a stronger financial condition will insure even greater development of your Company in the years ahead. -otable gains were achieved in our service capability in 1964. We added nin e new fan-jets to our excellent fleet, spanning the full range of modern aircraft with three new long-range 707-320C's, thr e intermediate 720B's, and three shorter range trijet 727's. At year-end we had on order five more 320C' and 17 additional 727-type jets. i\orthwest Airlines improved its operating authority with new routes awarded by the Civil Aeronautics Board in 1964. In October we began flights between Chicago and Cleveland and are ready to commence service in the D etroit-Philadelphia and Cl veland-Philadelphia markets on April 1 of this year. The new route s gments will increase our total traffic and will provide more convenient access to these important eastern cities from many of the cities on our system. Your Company will continue to devote itself to ever-improved service to the public. We look forward to forth r progress as one of the nation's leading airlines, and with the continu ed loyal support of our stockholders we will meet our goals. Sincerely, March, 1965 1 2 Continued growth at a rate which paced the air- line industry keynoted the progress of orthwest Airlines in 1964. Favorable traffic response to the improved quality and frequency of our schedules brought marked revenue gains during the year. In turn, the stronger financial position attained by s und, profitable growth has permitted us to assume an even more significant role in the economic prog- ress of the communities we serve. Likewise, Northv,rest's sound financial position is of immeasurable importance in enabling us to carry out the national interest responsibilities inherent in operation of our major international route to the Far East. Financial ability to purchase and operate additional modern aircraft has enabled Northwest to strengthen this bridge to the nations of the Orient which are so vital to the interests of the United States. Financial Results Net earnings of $26,785,523 in 1964 amounted to $5.86 per share of common stock, compared with net earnings of $10,452,957 or $2.86 per share in 1963 ( the latter figure adjusted to reflect the two- for-one split of common stock in 1964 ). Record high revenues of $211,610,431 in 1964 resulted, after operating expenses of $158,479,314, in operating net income of $53,131,117. on-operat- ing charges in 1964 included interest expense of $2,187,578. Disposals of property produced a net gain before taxes in the amount of $912,656. This figure compared with a loss before taxes from dis- posal of property in 1963 in the amount of $307,732. All of the foregoing reflect marked improvement over the results for 1963, including a 25 per cent increase in total operating revenues compared v.ith an increase of 11 per cent in total operating ex- penses. Favorable financial results permitted re- duction in interest expense to further improve Northwest's net earnings result. In the treatment of our income tax provision, we are continuing the practice of amortizing over an eight-year period the net income benefit of the in- vestment tax credit. Such credits included in net earnings amounted to $682,800 in 1964, an increase over the amount of $105,600 credited to income in 1963. There remains an unamortized investment credit of $6,581,900 to be included in future years' income. All investment credit amounts available to the airline as a result of equipment purchases through 1964 have been realized in cash by reduction of current income taxes ( See table, Page 15 ). Operations in 1964 generated a cash flow of $57,865,000 from net earnings, depreciation and amortization, and the tax reductions from deferred taxes and the investment credit. An additional amount of $30,337,000 was realized from the sale of common stock in 1964. Other cash generation included $6,779,000 from sale of flight equipment and other property. The major application of funds during the year consisted of additions to fleet and advance deposits for aircraft on order, which totalled $71,194,000. In addition, long-term debt was reduced by approximately $20,000,000. Other applications included cash dividends paid to stockholders in the amount of $2,602,000. Stockholder Dividends and Net Worth Quarterly cash dividends of 15 per share ( after two-for-one stock split ) were paid on common stock during 1964. On February 22, 1965, your directors authorized an increase in the quarterly dividend to 20 per share, payable on March 31, 1965. This is the third increase in dividend since the close of 1962 and, at an annual rate of $.80 per share, represents an actual doubling of the dividend rate paid through 1962. With the March, 1965, dividend Torthwest Airlines will have completed 10 years of consecutive quarterly cash dividends. Stockholders' equity increased from $68,436,000 to $122,960,000 during the year just ended, reflecting both the issue of additional equity and retained earnings for the year. Book value per share of common stock increased from $18.76 at D ecember 31, 1963, to $26.91 at the end of 1964. Financial Position Long-term debt arrangements remained essentially unchanged during 1964 and outstanding debt at the close of the year amounted to $45,000,000. During 1964, our bank credit agreement was revised to place the maximum credit line at $40,000,000 of which $5,000,000 was borrowed at year-end. Under the revolving feature of this agreement, the credit line may be repaid and reborrowed with reductions in maximum credit to $33,500,000 at December 31, 1966, and thereafter in a series of steps to fin al maturity at June 30, 1969. During 1964 your Company repaid in full the conditional contracts of sale for Lockheed Electras and the subordinated note payable to The Boeing Company. The note purchase agreements with insurance companies reflect $40,000,000 in outstanding debt. This loan is subject to repayment heginning October 1, 1966, with a payment of $3,000,000, and annual payments thereafter in the same amount to a final payment of M,000,000 at October 1, 1978. At year-end Korthwest Airlines had on order five Boeing 707-320C long-range convertible fan-jet aircraft and 17 Boeing 727 trijet aircraft. Financing for these aircraft will be available from existing credit and from internal cash generation. 3 4 Operating Revenues MILLIONS OF DOLLARS 225 - - - - - - - - - - - - - - - -- - - - - - 55 56 57 58 59 60 61 62 63 64 Break-Even Passenger Load Factor PER CENT 60 - - - - - - - - - - - - - - - - - - - - - - 55 50 45 40 35 ~ 0 _ _,___...___.___.,____.____.____.__.....____.__.....___.___.____._____.___._......____._~~~- 55 56 57 58 59 60 61 62 63 64 Expense per Available Ton-Mile CENTS 30 - - - - - - - - - - - - - - - - - - - - - - 28 26 24 22 20 18 M 0 55 56 57 58 59 60 61 62 63 64 1964 OPERATIONS S rvice improvements along our varied route structure with an expanded fleet included, in 1964, the offering of additional sch dules and increased capacity. During the year a 15 per cent increase in revenue plan -miles brought an increase of slight- ly more than 19 per cent in available seat-miles and 26 per cent in available ton-miles. The latter in- crease reflects the larger weight capacity in our growing j t fie t which, in varying configurations of convertible pas enger-cargo capability, serves to improve the cargo lift ratio of our schedules. Traffic respons to these service increases was in favorable proportion, as the traffic-carried elements rose by high r p rcentages than reflected in capacity in- creases. Passenger Traffic and Revenues In 1964, orthwe t Airlines surpass d the 2.5 billion passenger-mile mark for the first time, re- cording a total of 2,668,812,000 system revenue pas- senger-mile in scheduled service. This was an in- crease of 22.5 per cent over 1963. Major traffic gains w re realized on our domestic routes with pas- enger-rniles up more than 25 per cent, far greater than the darn stic trunk industry gain of 14 per cent. Among our major cities showing greater-than- average rates of increase in passenger boardings wer highly competitive markets such as Detroit, Clev land, New York-Newark, Chicago, Milwaukee and Miami-Fort Lauderdale. As a result of such gains our proportionate share of U. S. total traffic increased o that one of every 20 domestic trunk pa ng r-mil s in 1964 was flown on Northwest Airlines. Our irnprov d passenger traffic also reflected it- elf in another important economic measure, with a gain in system pa seng r load factor from 50.6 per cent in 1963 to 52.0 per cent in 1964. System passenger revenues of $163,807,000 were 21 per cent more than in 1963. Our over-all yield per passeng r-rnile declined slightly from 6.20 in 1963 to 6.14 in 1964. The passenger fare structure gen rally was stable during the past year despite the continuance of a number of promotional fares, and our small drop in average yield came primarily from a larger percentage of total passenger-miles in coach or economy service-79.1 per cent in 1964 compared with 74.4 per cent in 1963. Cargo and Charter Revenues Our largest percentage traffic gains were realized in the carriage of cargo. Freight and express ton-miles increased almost 40 per cent during 1964, reflecting a growing use of our gr ater capacity to handl large volume shipments of all sizes. The largest gain was r alized in international air freight with an increase of 50 per cent over ton-miles carri d in 1963. Mail revenues showed a smaller increase, due in part to r duced rates for international air mail made effective by CAB action on October 1, 1964. Th importanc of cargo in our total r venues is highlighted by the fact that in 1964, rev nues from mail, freight, express and excess baggage on chedul d s rvices totalled mor than $33,700,000, or about on dollar for ev ry fiv of pa s nger revenu . During 1964 w continu d to serve the military establishment with an xt n ive chart r contract in the Pacific. Rev nues from th se military passeng r and cargo flights and from other charters more than doubl d in 1964, reaching a n w high of $12,965,000. The current contract with the military extends to Jun 30, 1965, and orthwest irlin s will se k r n wal in fiscal 1966. Operating Expenses D espit further upward tr nds in wage rates and other co ts of providing service, total op rating exp nses increased only 10.9 per cent in 1964 in contrast to larg r increas in available seat-miles and avaHabl ton-miles. Our total operating exp nses for the year amounted to $158,479,314 including depreciation and amortization of ~22, 51,790. Exp ns in 196.3 were $142, 72,523, with depreciation and amortization of $19,1.5 , 99. Total op rating cost xpr s d in units of capacity declin d from 21.7 per availabl ton-mil in 1963 to 18.5 in 1964. Cost per revenue ton-mil of traffic carri d was 39.7 in 1964, down from 46.8 in 196.3, and th pass nger break-ev n load factor requir d to cover operating xpenses and int rest declined again in 1964 to 35.8 per cent from th level of 41.6 per c nt realized in 1963. , orthw st Airlines add d approximat ly 10 p r c nt to its labor force in 1964 to meet the n ds of growing traffic, to implement our n w dam stic rout and to improv our s rvic to the public. Furth r increases will be made in our work force as our expanding r ic s d v lop the n d for such additions. \ will continue to monitor costs in careful fashion to develop the low st pos ible operating cost levels consist nt with our goal of maintaining the finest standards of safe, fficient and comfortable service. Distribution of Our Revenue Dollar In 1964 employ es' wages and other benefits absorbed 24.5 of each revenu dollar. Other principal applications of revenue were taxes (including income tax s), 13.5; rentals, landing fees and purchased services, 11.0 ; depreciation, 10.8; fuel, 10.0; and various other xpenses, 16.5. Dividends and interest accounted for 2.3 of ach re nue dollar. Th remainder of 11.4 p r dollar was r inv t d to provide for necessary broadening of our finan cial tructur , to insure continu d growth in services to the public and a sound conomic future for your Company. 5 NORTHWEST AIRLINES, INC. 10 YEAR SUMMARY and SUBSIDIARY ( D ollars in thou and except per hare fi gures ) Operating Revenues 1964 1963 1962 1961' 1960 1959 1958 1957 1956 1955 Passeng r $163,807 $135,222 $121,781 $ 85,971 $ 97,680 $100,641 $ 81,116 $ 66,674 $ 60,264 $ 57,253 \fail 15,313 14,233 14,228 11,701 10,711 11,219 10,228 8,350 7,858 7,090 Fr ight, Exr ress and Excess Baggage 18,402 13,745 11,828 8,443 11,368 11,881 8,667 7,541 7,155 6,124 Chart r and Other Transportation 12,965 6,442 2,646 1,482 823 526 1,237 226 816 111 !\on transport 1,123 (854) (30) 3,456 2,780 1,763 709 641 386 510 Total Operating Revenues $211,610 $168,788 $150,453 $111,053 $123,362 $126,030 $101,957 $ 83,432 $ 761479 $ 711088 Operating Expenses D precia tion and Amortization $ 22,852 $ 19,159 $ 18,445 $ 17,118 $ 14,413 $ 11,310 $ 8,638 $ 5,851 $ 6,996 $ 6,455 0th r 135,627 123,713 112,802 84,213 104,455 103,811 81,281 72,597 64,888 60,216 Total Operating Expenses $158,479 $142,872 $131,247 $101,331 $118,868 $115,121 $ 89,919 $ 78,448 $ 71,884 $ 66,671 Op rating Incom $ .53,131 $ 25,916 $ 19,206 $ 9,722 $ 4,494 $ 10,909 $ 12,038 $ 4,984 $ 4,595 $ 4,417 0th r Incom and (Deductions)- et (1,125) (4,166) (4,578) (2,828) (1,882) 335 (559) 2,247 1,306 (131) Earnings B fore Taxes $ 52,006 $ 21,750 $ 14,628 $ 6,894 $ 2,612 $ 11,244 $ 11,479 $ 7,231 $ 5,901 $ 4,286 Incorn Taxes 25,220 11,297 7,398 3,233 986 5,530 5,865 2,412 2,675 2,170 et Earnings $ 26,786 $ 10,453 $ 7,230 $ 3,661 $ 1,626 $ 5,714 $ 5,614 $ 4,819 $ 3,226 $ 2,116 Earnings p r Shar O 0 $ 5.86 $ 2.86 $ 1.99 $ 1.01 $ .45 $ 1.57 $ 2.04 $ 1.73 $ 1.15 $ .75 Stockhold r ' Equity 122,960 68,436 59,712 54,177 52,193 52,267 48,224 33,065 30,172 28,228 Book alu per Share00 . 26.91 18.76 16.40 14.88 14.35 14.37 13.39 11.90 10.79 10.02 Cash Dividends 2,602 1,823 1,702 1,701 1,700 1,714 1,110 1,117 1,110 939 A set and Long-Term Debt F light Prop rty at Cost . . . . $219,523 $176,655 $169,413 $170,772 $121,441 $104,389 $ 90,608 $ 71,716 $ 51,669 $ 51,109 Flight Prop rty at Ke t Book Value 160,925 127,074 122.980 133,485 86,957 76,647 56,461 43,023 21,692 23,791 Total As et 237,226 196,765 186,887 189,103 148,698 130,097 105,061 76,222 58,337 55,515 Long-Term D bt . 45,000 64,996 74,968 90,286 68,500 50,000 34,250 27,000 13,800 14,500 nit Expen es P r Available Ton-Mile 18.5 21.7 23.9 27.6 27.8 26.5 26.1 27.4 28.2 28.4 P r R v nu Ton- 1ile 39.7 46.8 50.2 54.2 54.2 51.0 49.0 50.4 48.5 50.0 p r en t of Operating Revenues 74.9% 84.6% 87.2% 91.2% 96.4% 91.3% 88.2% 94.0% 94.0% 93.8% tati tics-Scheduled Services R v nu Plane Miles (000) . 52,157 45,356 41,821 31,143 46,671 47,568 39,113 34,742 31,421 30,097 vailabl Seat Mil s (000) 5,129,944 4,305,147 3,697,796 2,611,840 3,073,400 3,149,000 2,574,848 2,125,505 1,807,337 1,746,149 R v nuc Passeng r Miles (000) 2,668,812 2,179,208 1,904,112 1,361,790 1,653,966 1,738,138 1,408,743 1,205,765 1,094,121 1,017,400 Pass ng r Load Factor 52.0% 50.6% 51.5% 52.1% 53.8% 55.2% 54.7% 56.7% 60.5% 58.3% R nu Passeng r Carried 3,663,077 2,911,914 2,437,342 1,723,667 2,139,547 2,138,970 1,827,129 1,574,035 1,427,063 1,343,337 Freight and Express Ton-Miles (000) 55,100 39,417 35,179 23,035 32,480 31,377 22,285 19,714 18,825 16,341 Total Hevenu ' Ton-M il s (000) 351,886 284,732 254,033 182,704 217,722 225,110 181,678 155,323 145,135 133,531 0 Aff cc:t d by major strik . 0 0 Pcr c.;har figur s r fl ec:l two-for-one stock split in 1964 and con- version of prcferre