January 28, 1929. Stockholders, WESTERN AIR EXPRESS, Inc. Gentlemen: Herewith is submitted the annual report on affairs of your company for the year ending December 31, 1928. HARRIS M. HANSHUE, President. HMH/GAR Your company has progressed very materially during the past year. Both in earning3 and in the relationship it hears to the air transport industry, Western Air Express, Inc., has improved its condition and enters its fourth year of opera tions prosperous, profitable and prepared for expansions that should still further enhance its value. At the time of our last Stockholders* meeting we had just taken over the Cheyenne, Denver, Pueblo air mail route. On May E6, 1928, in cooperation with the Daniel Guggenheim Pund for the Promotion of Aeronautics, we opened the model passen ger airway between Los Angeles and San Prancisco. On June 15, we acquired the Pacific Marine Airways operating flying boats between Wilmington and Avalon and negotiated a ten-year con tract for that service with the Santa Catalina Island Company; and, in October, we improved that service with the addition of an amphibian airplane operating directly between Vail Pield and Avalon. Also, during 1928, we laid plans for a de luxe passen ger service between Los Angeles and Kansas City via Albuquerque in planes similar to those used on our Los Angeles-San Prancisco route and placed orders for this equipment together with an ad ditional number sufficient to re-equip our Los Angeles to Salt Lake City line. Our air mail contract between Los Angeles and Salt Lake City continues to be our source of greatest revenue, the monthly return on this line more than doubling during 1928. But, the other operations are rapidly approaching a profitable basis and we expect during 1929 to show a very substantial earn ing on each division. The return on our exclusive passenger services between Los Angeles and San Prancisco and Los Angeles and Avalon, except for mid-winter months, and the percentages of surface travel we have been able to divert to airplanes even during the off-season periods warrant the belief that the pres ent year will see exclusively passenger operations earning healthy profits. But, even should this no`t immediately prove to be, it was and is necessary for Western Air Express to main tain its prestige as the foremost air transport system of the nation by rendering such service as the public now demands at prices the public can afford deferring profits till such time as air travel volume shall develop. Despite the increased service on old lines and the extension of flying to new and untried routes, our company continued its high on-time performance record of better than 99 percent throughout the past year. Por the year, the airplanes of Western Air Express flew an aggregate of 9,738 hours, 41 -1- minutes for a total of 946,660 miles. These flights were at all altitudes, in all sorts of weather with equipment ranging from the small biplanes used on our Colorado division along the backbone of the continent to the huge, fast passenger cabin planes of our Los Angeles-San Francisco service and the slow, heavy flying boats operating between Wilmington and Avalon - the most diversified air transport operation in the world. For the twelve months a total of 6,794 persons took passage with Western Air Express. An aggregrate of 458,231 pounds of air mail and 13,502 pounds 6 ounces of air express was dispatched on these planes. There were no serious mishaps and none but nominal damages sustained by any equipment. No passenger or employe was injured and no cargo lost or damaged throughout the entire year. The industry, during 1928, began to take on new as pects. Huge holding companies were formed to acquire and com bine groups of independent operators, aircraft manufacturers and engine builders. In many instances these mergers were necessary to save weak companies from failure; and, in others, desirable to consolidate the positions of substantial groups. Your Board of Directors were frequently approached with propos als of one sort or another, but to date nothing has been submit ted of sufficient attractiveness to pass on to you for decision. Meanwhile, with operators and manufacturers joining forces, it became imperative that Western Air Express protect itself by securing a definite and unassailable source of equipment. The policy of your company has been from inception to purchase the best equipment available from whatever aircraft manufacturer is in ascendancy at the time. Such a policy hardly permits of interlocking an operator and manufacturer. Your Board of Directors decided, therefore, that Western Air Express although desiring close affiliation with some builder should be left free to buy its equipment anywhere without injury to its own pocketbook. Proposals that your company combine with one or an other manufacturing concern were, consequently, declined. But, in order to protect their - and your - investment in this operation from possible equipment shortage at critical times, certain of your larger stockholders acquired control in the Fokker Aircraft Corporation of America. The result is, that, while Western Air Express is free to buy equipment in the market from any aircraft builder, it can never be rendered unable to secure satisfactory equipment by any combination that might oppose it. There have been many erroneous statements made as to the relationship between Western Air Express and Fokker, and this detailed explanation is made so that you will understand -2- precisely the nature of their contact. Neither owns a single share of the other. Each is free to pursue its own destiny. But the control and management of the Fokker company are in the hands of those who by personal serivce and through investment have an abiding friendly interest in Western Air Express. Selection of Fokker Airoraft as the manufacturer best suited to this purpose was predicated on the fact that Western Air Express had already proven Fokker equipment to be the best performing and most economical from a transport standpoint. Development of the MF-10W, tri-motored, Wasp-engined, Fokker mo noplane was in response to an advertisement for bids, sent out by Western Air Express and the Daniel Guggenheim Fund, for equipment to be used on the Los Angeles-San Francisco line. All American builders of aircraft were invited to submit proposals on equipment which they must guarantee would meet our requirements. Eokker was the only one who would make such guaran tee; and, at a prioe considerably below that asked by other manufacturers for planes which we considered entirely unsatis factory to our purpose. The result, the wF-10n, in actual service for eight months has exceeded the guarantee at every point and actually produces unit transportation at a lower cost than that of any other airplane flown. This combination of economy and performance assures Western Air Express the ability of earning profits while rendering superior service at lower rates than will be necessary to any present competitor. Recently you have been invited to exchange your hold ing in Western Air Express, Inc. of California for stock in Western Air Express Corporation of Delaware on a basis of twen ty-five shares of the latter having a par value of $10 for each $100 par share of the former. The reasons for this transaction are: to give greater facility in the matter of expansions and extensions of service to the east; to break the stock down into more easily marketable units and, through listing on exchange, to secure a wider distribution of holding. This also will have a certain advertising value through daily mention on the finan cial pages. The exchange date has been set as February 1. Ap proximately seventy-five percent of the old stock has already been presented for exchange. Refer now to the financial statement which is made a part of this report. The combined operating statement for 1928 shows gross revenues of $1,417,504.23 divided as to disposition; expenses, $696,726.43, and, profit, $720,777.80 an earning of $168.28 per share on the old stock or of $6.73 on the new. The balance sheet and combined operating statement are submitted in detail that you may be thoroughly informed as to the present condition of your company and the nature of its assets. -3- BALANCE SHEET ASSETS: DECEMBER 31, 1920, CURRENT: Cash On Hand In Banks Accounts Reoeivable-U .S. Gov't. Accounts Receivable-Miscellaneous Inventories: Gasoline Oil Stockroom Parts & Supplies Miscellaneous Notes Receivable Gasoline Tax Receivable Accrued Interest TOTAL CURRENT ASSETS OTHER ASSETS: U. S. Liberty Bonds (Cost) Other Bonds (Cost) FIXED: Airplanes (Under construction) Airplanes Engines Hangars & Buildings Machinery, Tools & Misc. Field and Shop Equipment Autos- Trucks Purniture & Fixtures- Gen'l Offices Furniture & Fixtures- Field M Radio Radio Sets- Aircraft 1,735.00 585,775.59 203,642.26 11,895.10 1,455.92 914.94 40,734.88 1,888.72 312.50 2,205.82 2,566.00 $852,926.73 37,596.87 101,100.00 395,789.42 451,414.23 187,656.82 106,983.32 38,468.00 4,701.00 5,891.12 4,377.68 6,888.20 675.00 1,202,844.79 224,029.02 TOTAL FIXED ASSETS Less Reserves for Depreciation 978,815.77 DEFERRED CHARGES: Prepaid Insurance-Deposit Premiums 9,306.00 Prepaid Insurance-Unearned Premiums 4,454.94 Deposit- Public Utilities 616.25 14,377.19 TOTAL $ 1,984,816.56 BALANCE SHEET * LIABILITIES': CURRENT: Accounts Payable- Trade Accounts Payable- Miscellaneous Insurance Premiums Payable Vail Co. Dividends Payable ^Contracts Payable Accrued Interest TOTAL CURRENT LIABILITIES 391,766.47 RESERVES: Crash Insurance Por Obsolescence 113,231.54 48,231.54 65,000.00 41,406.76 1,203.68 4,130.53 150.00 8,566.00 335,372.00 937.50 TOTAL LIABILITIES & RESERVES 504,998.01 NET WORTH CAPITAL STOCK: Authorized: $500,000.00 Issued: 4,283 shares of $100 Par 428,300.00 SURPLUS: Capital Surplus 112,180.00 Undivided Profits 939,338.55 ' 1,051,518.55 TOTAL NET WORTH 1,479,818.55 TOTAL $1,984,816.56 * Undelivered Equipment OPERATING STATEMENT POR YEAR ENDING DECEMBER 31, 1928. OPERATING REVENUE: Mail Express Passenger Service Baggage - Excess Special Service Airplane Rental $1,208,866.05 5,757.25 133,859.80 177.00 37,590.84 450.00 1,386,700.94 $1,386,700.94 EXPENSES: Overhead Traffic Maintenance of Pields Maintenance of Equipment Transportation Communication Depreciation Insurance & Obsolescence 101,108.97 100,733.56 35,032.54 106,183.22 145,100.08 13,997.54 146,570.52 48,000.00 NET PROPIT PROM OPERATIONS: 696,726.43 696,726.43 $ 689,974.51 Add: Miscellaneous Revenues: Interest - Gov't. Bonds Interest - Bank Balances, etc Discount earned Misc. Income Sales - Gas & Oil (Net) Total Misc. Revenue 1,090.86 24,605.73 758.52 3,193.45' 1,254.73 30,803.29 30,803.29 CARRIED TO SURPLUS $ 720,777.80 *