1960 ANNUAL REPORT Pacific Northern airlines POINT BARROW BfTHEL FAIRBANKS To the Stockholders of Pacific Northern Airlines: Highlights of the Company's operations during 1960 include the fol lowing items: Operating profit of $681,000 after depre ciation of $995,000. Net earnings of $205,000 or 19 cents per share after income taxes of $292,000. Reduction of bank debt by $1,391,000 to total obligations of $1,045,000 at year-end. Total revenues of $11,597,000, highest in the Company's history. Lower cash operating costs per available ton-mile than in any previous year. New all time records in every class of traffic. Continuation of the Company's leading posi tion among all the airlines serving Alaska. Highest productivity rate in the Company's history by obtaining 30,000 revenue ton- miles of traffic per employee. A 62% plane load factor for the Company's system schedules, which compares to an average of 53% for the entire U.S. certifi cated airline industry. On the whole, 1960 was a year of sound progress for Pacific Northern. Although losses were experienced in the first part of 1960, earnings during the last half of the year ranked with the highest in the Com- 1 pany's history. This favorable development, together with many other business factors, demonstrates complete recovery and further growth in Alaska's economy in contrast to the depressed conditions which prevailed in 1959 and early 1960. Moreover, marked improvement in the first quarter of the current year lends a strong tone of optimism to the outlook for 1961. During the past year, the Company enjoyed amicable relations with all of its employees. Although a number of the nation's airlines were plagued by jurisdictional disputes of pilot and flight engineer unions, agreements reached in 1955 resolved this problem and therefore elimi nate the possibility of such jurisdictional disputes involving Pacific Northern. The Company has now completed its evaluation studies of jet aircraft and has formulated a financing program to enable their acquisition. Although no formal commitments have been signed as of this date, such action is contemplated in the very near future. The objective will be to place jet aircraft in service on the Company's major routes in the spring of 1962. Pacific Northern's growth in traffic and productivity during the past ten years is shown in the following tabulation: Calendar Year Revenue Passenger Miles Mail Ton-Miles 1960 116,304,000 1,585,000 1959 113,389,000 1,370,000 1958 105,595,000 1,248,000 1957 105,820,000 1,121,000 1956 92,150,000 904,000 1955 76,110,000 918,000 1954 59,610,000 881,000 1953 58,977,000 750,000 1952 42,303,000 522,000 1951 17,634,000 218,000 Ton-Miles of Cargo Ton-Miles Total Revenue Ton-Miles Traffic per Employee 4,091,000 18,293,000 30,000 3,306,000 17,013,000 27,000 3,250,000 15,937,000 26,000 2,985,000 15,564,000 25,000 3,368,000 14,218,000 25,000 3,552,000 12,671,000 25,000 3,267,000 10,440,000 23,000 3,097,000 10,169,000 22,000 1,747,000 6,735,000 18,000 592,000 2,638,000 12,000 During 1961, the Company plans to expand its Lockheed Constellation services to all routes west of Anchorage and to add all-cargo service between the Pacific Northwest and Alaska. Additional Lockheed equip- 2 merit for these purposes will be obtained by short-term lease. In 1962, the Company's existing complement of owned Constellation equipment, together with the proposed jet aircraft, will be adequate to handle these expanded services. As previously noted, the outlook for 1961 appears to be highly favor able. Preliminary results for the first quarter indicate gains over 1960 of 40% in revenue passenger miles, 72% in mail ton-miles, 74% in cargo and express ton-miles, and 52% in overall revenue ton-miles. Looking forward to 1962, prospects for further growth seem even more impressive. The Century 21 Exposition to be held in Seattle in 1962 will attract hundreds of thousands of out-of-state tourists to Seattle, and many of these visitors have already expressed an interest in ex tending their travel to include excursions to Alaska. Pacific Northern's routes offer convenient access to more points of interest in Alaska than do those of any other airline, and it is anticipated that the air travel market generated by Century 21 will increase the Company's traffic by 25% in 1962. In the light of these experienced and anticipated developments, the Company petitioned the Civil Aeronautics Board in February of 1961 to dismiss its application for higher rates of mail pay which the Com pany filed in 1959 because of a temporary downturn in the level of economic activity in Alaska. The Board's order approving the petition for dismissal is expected within the next ten days. This will give the Company an earnings allowance in 1961 of 12%% after taxes on its recognized investment, as distinguished from the allowable return of 7 % in the past. Because of Pacific Northern's secured position as the leading airline serving Alaska, the Company's continued growth in future years will directly reflect the tide of new economic and commercial activities in the 49th State. In the immediate future, as well as in long range fore casts, all factors seem to indicate sound and accelerated development. March 27, 1961 3 Peat, Marwick. Mitchell & Co. CEBTIFIED PUBLIC ACCOUNTANTS STUART BUILDING SEATTLE 1, WASHINGTON ACCOUNTANTS' REPORT The Board of Directors Pacific Northern Airlines, Inc. We have examined the balance sheet of Pacific Northern Airlines, Inc. as of December 31, 1960 and the related statement of earnings and retained earn ings for the year then ended. Our examination was made in accordance with gener ally accepted auditing standards, and accordingly included such tests of the ac counting records and such other auditing procedures as we considered necessary in the circumstances. It was not practicable to confirm amounts due from certain United States Government agencies by communication with them, but we satisfied ourselves as to these amounts by means of other auditing procedures. In our opinion, the accompanying balance sheet and statement of earn ings and retained earnings present fairly the financial position of Pacific Northern Airlines, Inc. at December 31, 1960 and the results of its operations for the year then ended, in conformity with generally accepted accounting princi ples applied on a basis consistent with that of the preceding year. Seattle, Washington April 14, 1961 PACIFIC NORTHERN AIRLINES, INC. (AN ALASKA CORPORATION) Statement of Earnings and Retained Earnings Year ended December 31, 1960 Operating revenues: Passenger Mail (note 1) Cargo and excess baggage Other transport service Incidental revenues, net Total operating revenues Operating expenses: Flying operations $ 3,264,868 Maintenance and repairs 1,936,107 Aircraft and traffic servicing 2,280,909 Passenger service 787,499 Promotion and sales 810,651 General and administrative 840,939 Depreciation and amortization 995,069 Operating profit Non-operating income: Non-operating expenses: Losses on disposal of flight equipment and other assets 42,330 Interest, net 98,548 Provision for obsolescence in inventories of Constellation aircraft maintenance materials .... 44,536 Federal and state taxes on income, estimated (note 3) . . Net earnings Retained earnings, January 1, 1960 Deduct special charge -- reversal of 1959 accrual (net of taxes) of estimated retroactive mail pay (note 1) Retained earnings, December 31, 1960 See accompanying notes to financial statements. $ 7,221,318 2,899,008 1,302,193 51,979 122,934 11,597,432 10,916,042 681,390 1,524 682,914 185,414 497,500 292,307 205,193 1,576,425 1,781,618 164,000 $ 1,617,618 5 Pacific NorthernAirlines, Balance Sheet, December 31, 1960 ASSETS Current assets: Cash Receivables: Traffic $ 904,948 United States Government agencies (note 1) . . 642,868 Other 128,930 1,676,746 Less allowance for doubtful receivables .... 23,434 Maintenance and operating supplies, at average cost . . 352,205 Less allowance for obsolescence 74,225 Prepaid expenses, principally insurance Total current assets Investments, principally cash surrender value of life insurance $ 535,662 1,653,312 277,980 134,046 2,601,000 50,729 Operating properties and equipment, at cost (notes 2, 4 and 6): Assets Allowances for depreciation, amortization and overhauls Flight equipment $ 6,408,183 $ 3,314,636 Ground equipment 674,561 491,350 Buildings and improvements to leased property 151,206 127,490 Replacement parts for flight equipment . 697,021 287,946 Construction work in progress .... 14,476 - $ 7,945,447 $ 4,221,422 3,724,025 Deferred charges, net of amortization: Lease deposit $ 7,000 Preoperating expenses -- airport hanger building . . . 18,757 Other 1,793 27,550 $ 6,403,304 See accompanying notes to financial statements. 6 Inc. (AN ALASKA CORPORATION) LIABILITIES Current liabilities: Current installments on long-term debt Accounts payable: Trade $ 628,208 Airline traffic accounts 449,212 Collections as agents 139,205 Accrued wages, taxes, etc Federal and state taxes on income, estimated Air travel plan deposits Unearned transportation revenue .... Total current liabilities $ 737,472 1,216,625 236,819 308,163 28,475 158,433 2,685,987 Long-term debt: Chattel mortgage notes to bank, non-current portion (note 2) ... . 307,288 Provision for deferred taxes on income (note 3) 139,397 Stockholders' equity: Common stock -- $1.00 par value per share. Authorized 2,000,000 shares; issued and outstanding 1,068,109 shares 1,068,109 Paid-in surplus -- no change during 1960 584,905 1,653,014 Retained earnings, all of which are restricted (notes 1 and 3) 1,617,618 3,270,632 Contingent liabilities and commitments (notes 4, 5 and 6) $ 6,403,304 See accompanying notes to financial statements. 7 Notes to Financial Statements December 31, 1960 1.U. S. mail pay: The Company is a certificated air carrier subject to regulation by the Civil Aeronautics Board. Under provisions of the Federal Aviation Act, the Com pany is entitled to mail pay adequate in amount to provide it with a reasonable return on invest ment after income taxes. As indicated in the ac companying report to stockholders, the Company had petitioned the Board to reinstate mail rates as they existed prior to October 23, 1959 as final rates of mail compensation for the periods subsequent to that date. By Civil Aeronautics Board Order dated April 11, 1961, such rates were finalized for the past period and will remain in effect hereafter until action is taken either by the Board or by the Company to revise them prospectively. Accordingly the accrual of retroactive mail pay at December 31, 1959, which represented an estimate of the additional mail pay due in excess of that received under temporary rates, has been reversed, with the net effect thereof, $164,000, after reduction for applicable income taxes, being charged against retained earnings. 2.Long-term debt; The Company is indebted under a Loan Agreement which had a balance at December 31, 1960 amount ing to $1,044,760, of which $737,472 represents principal payments due within one year and is in cluded in current liabilities. Substantially all of tbe Company's flight equipment is pledged as collateral under the Loan Agreement. Among other provisions, the Loan Agreement together with amendments thereto require that the Company shall maintain specified amounts of working capital and shall not declare or pay any dividends or purchase, redeem or otherwise acquire for value any of its capital stock. 3.Deferred income taxes: Certain adjustments (relating principally to de preciation, overhaul and obsolescence reserves) to income determined in accordance with the rules and regulations of the Civil Aeronautics Board are re quired to be made in determination of income re portable for tax purpo.ses. The deferred income tax liability arising from the resulting differences be tween book and taxable income has been provided for in the estimated amount of $139,397, of which approximately $39,000 pertained to and was charged against operations of the year 1960, with the re mainder having been provided for by accrual in prior years and by crediting to the deferred liability account tax refunds arising from such differences. 4.Long-term leases; The Company is obligated under a fifty-year ground lease with the Port of Seattle, requiring monthly rentals of $1,530.92 through May 31, 1969 and there after at a newly-negotiated rate, to construct an air port hangar building by June 1, 1961 at a minimum cost of $1,000,000 at Seattle-Tacoma Airport. The Company has requested that the construction com pletion date be extended to June 1, 1963 and be lieves that such request will be granted. Terminal buildings and facilities in tbe State of Alaska have been leased to the Company for a period of fifteen years from December 30, 1959 at the monthly rental of $4,000, with an option to renew under certain conditions. The lease agreement also gives the Company an option to purchase the proper ties upon expiration of the lease. To replace an aircraft lost in Alaska in 1960, the Company is presently leasing one Constellation air craft for $7,000 per month, such lease to expire August 15, 1963. 5.Retirement plans: The Company has two contributory retirement plans covering (1) flight officers and (2) other employees of the Company. During 1960 the Company charged to operating expenses and other accounts provisions totaling $222,219 of which $34,611 was for past serv ice benefits. The unfunded past service benefit costs of both plans have been estimated by the Company's independent actuaries to aggregate $248,072 at De cember 31, 1960. 6.Aircraft acquisition: Tbe Company's program for the acquisition of jet aircraft is described in the accompanying report to stockholders and insert thereto. 8 PACIFIC NORTHERN AIRLINES, INC. Directors G. P. O'GRADY, Washington, D C. J. A. CUNNINGHAM, Sea/f/e. Was/iing/on PAUL PORZELT, New York. New York R. A. ROWAN, Los Angeles, California M. B. KIRKPATRICK, Anc/iorage, AZasA:a C. W. NELSON, Seattle, Washington A. G. WOODLEY, Seattle, Washington Officers A. G. WOODLEY, President and General Manager H. A. OI.SEN, Vice President -- Traffic and Sales J. A. CUNNINGHAM, Vice President -- Operations J. H. FOSTER, Vice President -- Engineering and Maintenance FELIX AUBUCHON, Vice President -- Alaska Operations T. D. STUART, Vice President -- Industrial Relations C. W. NELSON, Secretary-Treasurer M. E. DIAMOND, Assistant Secretary D. B. HART, Assistant Secretary GENERAL COUNSEL: G. p. o'grady, 1625 eye street, n. w., Washington, d. c. GENERAL OFFICES: 400 Norton building, Seattle, Washington CITY TICKET OFFICES: Portland, Seattle, ketchikan, juneau, cordova, anchorage, KENAI, homer, KODIAK, KING SALMON, YAKUTAT AUDITORS: peat, marwick, mitchell & co. TRANSFER AGENT: bankers trust company, new york, new york REGISTRAR: manufacturers trust company, new york, new york COMMON STOCK LISTED: American stock exchange, pacific coast stock exchange