PACIFIC NORTHERN AIRLINES FINANCIAL Operating Revenues : Passenger Mail .. Property 0th r . Total Operating Revenues Operating Expense : Other than Depreciation D preciation . . . . . Total Operating Expenses Operating Profit Other Expenses . Income Taxes . . Net Income. Net Income P r Share Stockholder Equity- et. TRAFFIC Number of Revenue Passengers Carried Revenue Ton-Miles of Traffic: Passenger Mail. Property Total Reven ue Ton-Miles HIGHLIGHTS 1958 $ 6,262,000 2,890,000 1,054,000 162,000 $10,368,000 $ $ $ $ $ 8,849,000 714,000 9,563,000 805,000 11,000 400,000 394,000 374 2,934,000 132,000 11,302,000 1,248,000 3,387,000 15,937,000 1957 $ 5,920,000 2,997,000 965,000 148,000 $10,030,000 $ $ $ $ $ 8,713,000 644,000 9,357,000 673,000 152,000 260,000 261,000 24 2,584,000 126,000 11,323,000 1,121,000 3,120,000 15,564,000 PRESIDENT'S REPORT To the Stockholders of Pacific Northern Airlines: 1958 was one of the best years in the Company's history. The steady and substantial growth of prior years was continued, and during the year total revenues reached an all-time high of almost ten and one-half million dollars. New records were established in all classes of traffic which greatly strengthened Pacific Northern's position as the leading airline of the nation's largest state. The number of passengers carried showed an increase of 5% over last year. Cargo and express ton-miles were up 9% over 1957 and the volume of mail increased 11 % . The improved efficiency with which the Company handled this additional volume of traffic is reflected in the 4% increase in revenue ton-miles of traffic per employee. Operating profit in 1958 amounted to $805,218 after depreciation of $714,003. Deductions for non-operating expenses and income taxes of $411,402 resulted in net income for the year of $393,816, the equivalent of 37 a share. This level of earnings represents a gain of 51 % over last year's net income of 24 per share. Statehood for Alaska was one of the most noteworthy events of 1958. Although the significance of statehood is essentially political rather than economic, it nevertheless has far-reaching implications with respect to the accelerated growth of air traffic. The sustained publicity attending the creation of the 49th State has focused nationwide interest on Alaska's vast resources and opportunities. Business and industrial representatives are now visiting Alaska in unprecedented numbers to appraise these resources and opportunities, and they are being accompanied by an influx of tourists who are exploring the new state's exceptional recreation facilities. This widespread interest has created a surge of new air traffic which gained impetus in the closing months of 1958 and no doubt will have significant growth impact for years to come. Because of these factors, Pacific Northern's traffic during the first quarter of 1 2 1959 refl cts a gain of more than 13 0 over the same period in 1958. This sub tantial growth r suited in the Company' decision to place two additional Lockheed onstellations in servi e during 1959, pursuant to the financing arran r ments des ribed in the section of this report entitled, "Financial omments.'' l\Iany other noteworthy events occurred during the year. The Company again received the ational Safety ouncil award in re ognition of its un- broken r cord of 27 years of operation without a passenger fatality. An act of on -ress liminated th 3 0 tax on air cargo eff ctiv August 1, 1958, an action which should ncourage further growth in the air cargo market. The Company adjusted its passenger fare during i\Iay and June of 1958, and these changes have result din an increased yield of approximately 10 0 per revenue passenger mil . These tariff adjustments, which were also adopted by other airlines erving Alaska, apparently did not affect the continued growth of the Alaskan air traffic market. During the year, several orders of the Civil Aeronautics Board strengthened and extended the rout s served by Pacific Northern. The Board made effective on January 28, 1958, a permanent certificate for the Company's routes between the Pacific orthwest and Alaska. This action resulted from special legislation of the 85th ongress in 195 7 which directed the Board to award the permanent franchise. In another case, the C.A.B. on January 14, 1959, awarded Pacific orthern a new route direct from the Pacific orthwest to Kodiak, Alaska, which is the headquarters of the 17th Naval District and an important center of op rations for the canned salmon industry. Inauguration of service over this new route will commence May 1, 1959. The Board also made minor adjustments to the Company's certificate within Alaska, per- mitting the termination of service to several small communities whose traffic potential did not justify the use of multi-engine equipment. Since \Yorld \Var II, the Company had subcontracted service to these communities to op rators of small aircraft. In February 1959 the President of the United States directed the Civil Aeronautics Board to initiate a comprehensive review of all existing and prospective air routes in the Pacific Ocean area. On l\Iarch 27, 1959, the Company filed applications for extension of its routes from points in Alaska and the Pacific Northwest to Hawaii and to San Diego, California, via San Francisco and Los Angeles. The Company has petitioned the Board to con- solidate these applications in this Pacific route case if the case is to include interstate service to alifornia and Hawaii. Pacific Northern progressed during 1958 to the strongest position it has ever enjoyed and the prospects for 1959 appear to be even more favorable. The petroleum industry is currently investing $300 million in Alaska for exploration and development, and the principal center of this act1v1ty are located on routes served by P A. Iililary sp nding is approximat ly $400 million a year a nd will probably incr ase ub tantially und r a n w program for th construction of missile det ction center . A new pulp and timber enterpris entailing the outlay of morelhan \ 50 million is now und r onstruction near Juneau, th capital of Alaska a nd a principal point on P ' rout s. The vast hydroelectric pow r resources of Ala ka, a y t untapp d , Ii principally along the routes of Pa ifi orthern . T h ompany serv s th major centers of population of the n , state and the areas which offer the best potential for touri t, agricult ural, and mining development . Thu , to a far gr at r extent than any oth r airlin serving Alaska, Pacific orth rn will participate in the fu ture rowth of the 49th State at virtuall y all of the present and potential cent rs of major activily. A. G. W OODLEY President and General Manager 3 6 PACIFIC NORTHERN AIRLINES, INC. BALANCE SHEET, .DECEMBER 31, 1958 Current : Cash Receivables: Traffic balances . United States Government . Other .. ... Less allowance for losses . . Maintenance and operating supplies, at average cost . . . Prepaid expenses, mainly insurance Total current assets . . . Investments, mainly cash surrender value of !if e insurance . . . . . . . . . Property and equipment, at cost: Flight equipment . Ground equipment Buildings and improvements to leased property Replacement parts for flight equipment . . . . . . Construction work in progress Def erre1 charges, net of amortization: ASSETS Property acquisition adjustment . Route extension and development Preoperating expenses-Constellations . Other .... . . . . . . . ... . Assets $6,889,109 583,461 509,867 611,990 29,100 $8,623,527 $ 628,264 605,577 62,070 1,295,911 38,210 Allowance for Depreciation $2,578,520 401,488 240,353 264,287 $3,484,648 43,340 14,185 54,433 5,965 $ 7S2,S4S 1,257,701 336,768 126,206 2,473,220 34,379 5,138,879 117,923 $7,764,401 THE FINANCIAL COMMENTS ON PAGE 8 ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS (AN ALASKA CORPORATION) Current: Current portion of long-term debt Accounts payable: Trade Airline traffic accounts LIABILITIES Collections, etc., as agents Accrued property taxes, compensation and other liabilities Accrued income taxes . Air travel plan deposits Unearned transportation revenue Total current liabilities Long-term debt: Chattel mortgage notes to bank, noncurrent portion. STOCKHOLDER EQUITY Common stock, authorized 2,000,000 shares, par value $1 each, issued and outstanding 1,068,109 shares . . . . . . . Paid-in surplus-no change during 1958 Retained earnings, all of which are restricted, statement annexed . . . . . . . $ $ 897,307 550,508 472,862 105,668 1,129,038 257,199 262,300 20,400 142,452 2,708,696 2,121,360 1,068,109 584,905 1,653,014 1,281,331 2,934,345 $7,764,401 THE FINANCIAL COMMENTS ON PAGE 8 ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 7 FINANCIAL COMMENTS 8 U. S. MAIL PAY: The Company is a certificated air carrier subject to regulation by the Civil Aeronau- tics Board. Under provisions of the Federal Aviation Act, the Company is entitled to a reasonable return on investment after in- come taxes. During 1957 the Board fixed future mail compensation under final rates which were in effect during 1958 and which will remain in effect until action is taken either by the Board or by the Company to revise them prospectively. LONG-TERM DEBT: In December 1958 the Company acquired an additional Lockheed Constellation air- craft and disposed of one Douglas DC-4. Early in 1959 the Company acquired an- other Lockheed Constellation aircraft and profitably disposed of one DC-3, its remain- ing Douglas DC-4 and substantially all DC-4 parts. These acquisitions were financed in part by new bank loans, which, together with the borrowings previously made under a loan agreement dated February 27, 1956, are repayable in monthly installments with interest ranging from 5 % to 6 0 (currently 6%). Of the December 31, 1958 note bal- ances of $3,018,667 there has been shown as a urrent liability $897,307 representing principal payments due within one year. Substantially all of the Company's flight equipment is pledged as collateral under chattel mortgages. The loan agreement and amendments thereto contain certain restric- tions and limitations including, among other things, dividend payments. DEFERRED INCOME TAXES: In accordance with a requirement of the uniform syst m of a counts for air carriers prescribed by the Civil Aeronautics Board, the Company has included in income re- ported for 1958 gains aggregating about $145,000 on the trade-in of flight equip- ment. For income tax purposes, these gains must be applied as a reduction of the cost of flight equipment acquired in the related purchase transaction. The Company has adopted def erred tax accounting procedures to give recognition to the resulting difference between 1958 book and taxable income. Accordingly, deferred tax of approximately $36,000 at capital gains rates has been in- cluded in income taxes shown in the state- ment of income and an equivalent amount has been added to the allowance for depreci- ation on flight equipment, thus giving recog- nition to the reduction in the tax deductible value of the equipment acquired. There have been differences in prior years between book and taxable income as to which deferred tax accounting procedures were not required. Some of these differ- ences, which are not significant in effect, will carry into future years. RETIREMENT PLANS: The Company has two contributory re- tirement income plans covering (1) employ- ees whose employment is not subject to the terms of collective bargaining agreements and (2) flight officers. During 1958 the Com- pany charged to operating expenses and other accounts provisions totaling $144,729 of which $33,335 was for past service bene- fits. The unfunded past service benefits of both plans have been estimated by the Com- pany's independent actuaries to aggregate $283,000 at December 31, 1958. CONTINGENT LIABILITIES: As of December 31, 1958 the Company was contingently liable for claims arising in the normal course of business in which it is or may be a defendant, but in the opinion of legal counsel the ultimate liability, if any, will not materially affect the financial state- ments. PACIFIC NORTHERN AIRLINES, INC. DIRECTORS G. P. O'GRADY JOHN A. CUNNINGHAM PAUL PORZELT R.A. ROWAN M. B. KIRKPATRICK C. W. NELSON A. G. WOODLEY OFFICERS A. G. WOODLEY H. A. OLSEN JOHN A. CUNNINGHAM J. H. FOSTER FELIX AUBUCHON C. W. NELSON M. E. DIAMOND DEAN B. HART GENERAL COUNSEL GENERAL OFFICES CITY TICKET OFFICES AUDITORS TRANSFER AGENT REGISTRAR COMMON STOCK LISTED Washington, D. C. Seattle, Washington New York, New York Los Angeles, California Anchorage, Alaska Seattle, Washington Seattle, Washington President and General Manager Vice President- Traffic and Sales Vice President- Operations Vice President- Engineering and Maintenance Vice President- Alaska Operations Secretary-Treasurer Assistant Secretary Assistant Secretary G. P. O1 GRADY, 1625 EYE STREET, N. W., WASHINGTON, D.C. 1626 EXCHANGE BUILDING, SEATTLE, WASHINGTON ANCHORAGE HOMER KETCHIKAN KODIAK CORDOVA KENAI JUNEAU PORTLAND SEATTLE LYBRAND, ROSS BROS. & MONTGOMERY BANKERS TRUST COMPANY, NEW YORK, NEW YORK MANUFACTURERS TRUST COMPANY, NEW YORK, NEW YORK AMERICAN STOCK EXCHANGE PACIFIC COAST STOCK EXCHANGE