PACIFIC NORTHERN AIRLINES THE ALASKA FLAG LINE e NOME POINT BARROW . KOTZEBUE AKUTAT SKAGWAY * JUNEAU IKAN ill' SEATTLE ) TACOMA l -.-PORTLAND 32ND YEAR OF SERVICE TO ALASKA To the Stockholders of Pacific Northern Airlines: April 27, 1963, will mark the end of the Company's first full year of operations with jet aircraft. Delivery of Pacific Northern's two Boeing 720 jets was made as scheduled in March and April of 1962. Crew train- ing was accomplished as planned and both aircraft were placed in revenue service on April 27, 1962, four days in advance of the original target date. All phases of the long-term financing were executed as planned. Operationally, the Boeing 720 jets have been highly satisfactory, and the cost levels and operating factors have been among the best in the industry. Pacific Northern's experienced growth in traffic continued through 1962. Revenue passenger miles increased 4. 7 per cent over the prior year. Mail and cargo ton-miles were up 11.4 per cent, and total revenue ton-miles increased 7.6 per cent. However, in spite of these favorable factors the Company's operations resulted in a net loss of $338,000 for the year. Prior to inauguration of jet service, the Company was operating piston aircraft in competition with jet equipment on both of its major routes, which understandably produced a loss for that period. However, during the five initial months of jet operations from May through September, 1962, substantial profits were realized which more than offset the earlier losses. This normally would have been the result of operations for the year, but in the fourth quarter, which is traditionally the seasonal low traffic period, excess capacity and destructive competition were en- countered on the Company's major routes, resulting in substantial losses for all carriers involved. It was in anticipation of this situation that the Company petitioned the Civil Aeronautics Board on October 1, 1962, for revised rates of 1 2 mail compensation in accordance with the provisions of the Federal Aviation Act. Since that date the Company has been operating on temporary rates of mail pay which will be renegotiated to provide the proper level of earnings for the period subsequent to that time. While it is impossible to determine the result of such negotiations, it is the stated policy of the Civil Aeronautics Board to establish mail rates in an amount sufficient to cover the carrier's operating need and to provide a fair net return on the Company's investment. The Board's order fixing prior mail rates was based upon detailed fore- casts of revenues and expenses submitted by the Company and adopted by the Board. The Company has been able to meet the forecast level of expenses and has been able to produce the forecast levels of revenue and traffic on all routes except the Seattle-Anchorage segment, which has the greatest amount of excess competition and diversion of traffic of any of the several routes involved. The matter of excess competition has been a matter of great concern to management and to the Civil Aeronautics Board, which is charged by Congress to foster sound economic conditions, eliminate destructive competitive practices and promote competition to the extent necessary to assure sound development of air transportation. For this reason, the Civil Aeronautics Board has instituted an investigation to determine whether the present pattern of service between the Pacific Northwest and Alaska is excessive and therefore uneconomic and destructive, and to take whatever action may be appropriate to remedy and correct the situation. The Board's tentative conclusions attached to its order of investigation proposed the establishment of a three-carrier service pattern for Alaska which would leave the route structure of Pacific Northern Airlines un- changed. The Board proposed the elimination of Pan American World Airways' service on the routes competing with Pacific Northern. It further proposed the elimination of Northwest Orient Airlines' author- ity to operate between Seattle and Anchorage in competition with Pacific Northern, other than on those flights originating or terminating in the Orient. The board tentatively concluded that Pacific Northern should relinquish the Portland-Seattle segment of its service, which is presently restricted to traffic originating or terminating in Alaska. Although the loss of this segment would have no material financial effect, the Company believes that this service by Pacific Northern is required because of the community of interest between Portland and the greater number of Alaska points served by Pacific Northern. Ac- cordingly the Company will resist the Board's proposal relating to Portland service. Hearings on this matter are scheduled to commence in Alaska on April 2 and will continue thereafter in Washington, D. C. It is significant that Pacific Northern is the largest carrier in point of service between the Pacific Northwest and Alaska and within Alaska. It carries more passengers more passenger miles, and more cargo and mail ton-miles in Alaskan service than does any other airline. It has the largest investment of any form of transportation dedicated to Alaska service. Should the Board's proposal for a three-carrier service pattern for Alaska materialize, it would result in better service at lower cost to the traveling public and inevitably~ result in more profitable operations for all the carriers concerned. The Company has entered into a contractual agreement for the con- struction of a hangar and office building at the Seattle-Tacoma Airport which it will lease for a 25-year period. Construction of this facility is under way and is scheduled for occupancy in March, 1964. It is esti- mated that the economies of this move will permit savings substantially in excess of lease rentals. With the inauguration of jet aircraft on the Company's Pacific North- west-Alaska routes, service on its intra-Alaska system was upgraded by the assignment of four-engine equipment to these routes. In addition to the two Boeing 720 jet aircraft, the Company's fleet consists of five owned and one leased Lockheed 749 A Constellation aircraft and three Douglas DC-3 aircraft, of which two will be retired during the year. The Company's large investment in Alaska service affirms its faith in the potential growth and development of Alaska. I am confident that, with the continuing increases in all categories of traffic and with appro- priate adjustment of our present rates of mail compensation, operating results for 1963 will be satisfactory. PRESIDENT AND GENERAL MANAGER 3 4 PACIFIC NORTHERN AIRLINES.INC. Balance Sheet, December 31, 1962 ASSETS Current assets: Cash Receivables: Traffic United States Government agencies (note 1) R efundable Federal and state taxes on income Other . Less allowance for doubtful receivables Maintenance and operating supplies, at average cost . Less allowance for obsolescence Prepaid expenses, principally insurance Total current assets Investments, principally cash surrender value of life insurance Operating properties and equipment, at cost (notes 2 and 5): Flight equipment Ground equipment Buildings and improvements to leased property . Replacement parts for flight equipment Construction work in progress . Deferred charges, net'of amortization (note 3): Preoperating expenses: Jet aircraft . Airport hangar building lease . Debt expense . Other See accompanying notes to financial statements. Assets $16,202,226 1,018,695 164,939 1,521,875 15,830 18,923,565 $ 1,031,317 678,728 575,340 96,739 2,382,124 18,552 449,813 109,664 Allowances for depreciation, amortization and overhauls 5,446,190 577,753 135,552 407,614 6,567,109 513,430 56,384 569,814 37,185 411 $ 432,817 2,363,572 340,149 238,158 3,374,696 97,894 12,356,456 607,410 $16,436,456 ( [ (AN ALASKA CORPORATION) LIABILITIES Current liabilities: Current installments on long-term debt (note 2) Accounts payable: Trade Airline traffic accounts Collections as agents Accrued wages, taxes, etc. Air travel plan deposits . Unearned transportation revenue Total current liabilities Long-term debt, less current installments of $1,226,147 (note 2) . Provision for deferred taxes on income (note 4) . Stockholders' equity: Common stock - $1.00 par value per share. Authorized 2,000,000 shares; issued and outstanding 1,068,109 shares (note 2) Paid-in surplus - no change during 1962 . Retained earnings, all of which are restricted . Contingent liabilities and commitments (notes 5 and 6) See accompanying notes to financial statements. $ 644,643 771,338 166,263 1,068,109 584,905 1,653,014 1,541,146 $ 1,226,147 1,582,244 412,613 34,000 169,270 3,424,274 9,368,248 449,774 3,194,160 $16,436,456 5 6 PACIFIC NORTHERN AIRLINES~ INC. (AN ALASKA CORPORATION) Statement of Earnings and Retained Earnings Year ended December 31, 1962 Operating revenues: Passenger Mail (note 1) Cargo and excess baggage Other operating revenues Total operating revenues Operating expenses: Flying operations Maintenance and repairs Aircraft and traffic servicing Passenger service . Promotion and sales General and administrative Depreciation, amortization and obsolescence provisions Operating profit (loss) Non-operating expenses: Interest Other expenses, net, principally life insurance costs Federal and state taxes on income, estimated (note 4) : Refundable through carryback of operating loss of current year . Excess accrual of prior years . Less provision for deferred taxes . Net earnings (loss) . Retained earnings, January 1, 1962 . Retained earnings, December 31, 1962 . See accompanying notes to financial statements. $ $ 4,281,072 2,199,913 2,683,887 894,666 1,118,550 852,886 1,557,200 439,821 11,121 (575,340) (24,700) (600,040) 185,962 $ 8,667,196 2,647,571 1,783,185 188,800 13,286,752 $ 13,588,174 (301,422) 450,942 (752,364) (414,078) (338,286) 1,879,432 1,541,146 Notes to Financial Statements D ecember 31, 1962 1. U.S. mail pay: The Company is a certificated air carrier subject to regulation by the Civil Aero- nautics Board. Under provisions of the Federal Aviation Act, the Company is entitled to mail pay adequate in amount to provide it with a reasonable return on investment after income taxes. Since October 1, 1962 the Company has been receiving mail pay based on temporary rates which are subject to final negotiation and settlement. Management believes, based on past experience, that there will be a favorable retroactive adjustment to October 1, 1962 when rates are finally reviewed and settled. 2. Long-term debt: Long-term debt is summarized as follows : Secured : T erm loans from bank, secured by first mortgages on all aircraft and various accessories (approximately $3,800,000 guaranteed to the extent of 90% by the Civil Aeronautics Board) T erm notes, secured by conditional sales contracts . T erm note, secured by second mortgage . Other notes, secured by conditional sales contract Total secured Unsecured: Subordinated to first and second mortgages above: T erm loan from bank 6 % Subordinated Debentures, issued with detachable warrants entitling holders to purchase 88,800 shares of capital stock of the Company at $4.50 per share Other note payable Total unsecured Total long-term debt . Interest rates 5-6% 6% 6% 5% 5% 6% 5% Principal installments due within one year $ 786,199 216,148 95,000 28,800 1,126,147 50,000 40,000 10,000 100,000 $1,226,147 Total indebtedness $ 7,303,418 1,382,446 950,000 33,531 9,669,395 475,000 360,000 90,000 925,000 $10,594,395 Among other provisions, certain of the documents covering the Company's long- term borrowings 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. Amortization of deferred charges: Preoperating and debt expenses incurred in connection with conversion to jet air- craft service and securing the financing thereof are being charged to operations as follows : Preoperating expenses - over five years ($76,642 amortized through December 31, 1962) 7 8 Debt expense - over ten years, the term of the debt to which the major portion of the expense pertains ($2,989 amortized through December 31, 1962). The period of amortization of the airport hangar building preoccupancy ex- penses is to be determined upon completion of construction and occupancy (see note 5) . 4. Federal taxes on income: Certain adjustments (relating principally to depreciation, overhaul and obsolesc- ence reserves) to income determined in accordance with the rules and regulations of the Civil Aeronautics Board are required to be made in determination of income reportable for tax purposes. The deferred income tax liability arising from the resulting differences between book and taxable income has been provided for in the stimated amount of $449,774 of which $185,962 pertained to and was charged against operations of the year 1962, with the remainder having been provided for by accrual in prior years and by crediting to the deferred liability account tax refunds arising from such differences. The Company has available for reduction of Federal income taxes of the next five years a potential unused tax credit of $738,000 which resulted from acquisitions in 1962 of operating properties and equipment. Application of such credit is limited as to each year to $25,000 plus twenty-five percent of the tax liability in excess of $25,000. Any unused credit is allowable in the sixth year as a deduction from taxable income. 5. Long-term leases: Minimum annual rentals under leases expiring m ore than three years from D e- cember 31, 1962, is $268,488, the major portion of which pertains to an airport hangar building under construction which is expected to be occupi d in 1964. Under the terms of the twenty-five year hangar building lease, u pon occupancy the Company is required to pay advance rental for a full year and to maintain such prepayment throughout the term of the lease. 6. Retirement plans: The Company has two contributory retirement plans covering (1) flight officers and (2) other employees of the Company. During 1962 the Company charged to operating expenses and other accounts provisions totaling $187,996 of which $36,096 was for past service benefits. The unfunded past service benefit costs of both plans have been estimat d by the Company's independent actuaries to aggregate $205,363 at December 31, 1962. PEAT, MARWICK. M I TCHELL & Co. ACCOUNTANTS ' REPORT The Board of Directors Pacifi c Northern Airlines, Inc. : We have examined the balance sheet of Pacific Northern Airlines, Inc. as of December 31, 1962 and the related statement of earnings a nd r eta ined earnings for the year tben ended. Our examination was made in accordance with generally accepted auditing standards , and accor dingly included such tests of the accounting records and such other auditing procedures a s we cons idered necessary in the circumstances, It was not practicable to confirm amounts due f r om certain United States Government agencies by communication with them, but we satisfied oursel ves as to these am ounts by means of other auditing procedur es . In our opinion, subject to any r etroactive upwa rd adjustment of mail pay as mentioned in note 1 to the financial statements, the accompanying balance sheet and statement of ear nings and r etained earnings pr esent fairly the financial position of Pacific Norther n Ai rlines, Inc . at December 31 , 1962 a nd the results of its operations for the year then ended, in conformity with generally accepted accounting principles applied on a basis cons istent with t hat of the preceding year. Seattle, W a shington March 8 , 1963 PACIFIC NORTHERN AIRLINESJNC. Directors:* Officers: G. P . O'GRADY, Washington, D. C. PAUL PORZELT, New York, New York R. A. ROWAN, Los Angeles, California M. B. KIRKPATRICK, Anchorage, Alaska C. W. NELSON, Seattle, Washington A.G. WOODLEY, Seattle, Washington A.G. WOODLEY, President and General Manager H . A. OLSEN, Vice President - Traffic and Sales J. H. FOSTER, Vice President - Engineering 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: SAN FRANCISCO, 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 HANOVER TRUST COMPANY, NEW YORK, NEW YORK COMMON STOCK LISTED: AMERICAN STOCK EXCHANGE, PACIFIC COAST STOCK EXCHANGE *A vacancy exists on the Board of Directors which will be filled by election at the annual meeting of stockholders.