1 9 4 1 N UAL R E.. R T O F WESTERN AIR LINES,INC. OFFICERS DIRECTORS REGISTRAR STOCK TRANSFER AGENT AUDITORS GENERAL OFFICES William A. Coulter, President L. H. Dwerlkotte, First Vice-President, Treasurer Charlie N. James, Vice-President, Operations Thos. Wolfe, Vice-President, Traffic Paul E. Sullivan, Secretary E. H. Brown, Asst. Secretary William A. Coulter L. H. Dwerlkotte Harold P. Fabian Alfred Frank Stanley W Guthrie Citizens National Trust & Savings Bank, L9s Angeles, California Security-First National Bank of Los Angeles, Califo,rnia Peat, Marwick, Mitchell & Co. Lockheed Air Terminal, Burbank, California ~ * On April 17, 1926, a tiny Western Air Express plane left Los Angeles for Salt Lake City on Southern Cali- fornia's first air mail flight. One month later, on May 23rd, this same plane carried America's first scheduled air passenger, marking the true beginning of the air transport era. * From that day to this, Western Air Lines has been a leader in the development of air transportation. Over half of today's air route mileage we t of Kansa City was pioneered by vVestern Air Lines. Looking toward the future, applications have been filed for 4880 miles of additional route which would give the company an integrated system, stretching from the tip of Alaska to the Mexican border. * Thus W cstcrn Air Lines, only airline owned west of the Rockies, demonstrates that it is till the pioneer of western air transport and, more than ever, deserves its title, "Born in the West-Owned in the West- Serving the West." TO THE s,oc KHOLDERS OF FEBRUARY 28, 1942 * There is submitted herewith Profit and Loss Statement of your com- pany for the calendar year 1941, together with the Balance Sheet of the company as at December 31, 1941, to which is appended the report of Messrs. Peat, Marwick, M,itchell & Company, accountants and auditors. Operations of the company for the year 1941 re- sulted in a net profit of $5,980.64 after all taxes and charges, including provision of $197,780-43 for de- preciation. In comparison, the year 1940 resulted in a net profit of $139,585.26, after a provision of $141,745.81 for depreciation, and $35,000 for Fed- eral Income Taxes. REVENUES* Passenger revenue amounted to $1,055,821.10 increasing 40% over the total for 1940 of $752,140.24 and for the first time in the 16-year history of the company exceeded mail rev- enue thereby becoming the largest single source of revenue. In 1941 passenger revenue accounted for 52 % of operating revenues as compared with 45.6% in 1940 and 36% in 1939. This increase in passenger revenue required added flying schedules for which authorizations for the carrying of mail had not been granted. During the year 1941, these added sched- ules accounted for 877,300 of the miles flown by the company, 27.9% of its total revenue miles from which no mail revenue was received. Applications have been filed for authorization to carry mail on these schedules. Mail revenue for the yea~ 1941 amounted to $848,654.64 which is 5.0% higher tl~an the 1940 total of $808,487.99. The 1941 total includes an estimate of $23,025.6o in mail revenue earned for the period June 12, 1941 to December 31, 1941 over the company's route between Great Falls, Montana, and Lethbridge, Canada. The Company \000,000 1500,000 EXPENSE 0, ,.., a, 1--------6::-----. TRAFFIC (EXCL. SAL ARJES) INSURANCE began carrying mail on this route June 12, 1941 and a petition for a determination of the mail rate there- for is now pending before the Civil Aeronautics Board. Revenues from the transportation of air express for the year 1941 amounted to $69,022.32, as com- pared with $50,835.89 for the year 1940, or an in- crease of 35.7%. OPERATING EXPENSES* Substantial increases in operating costs more than offset the gains in operating revenues. While the revenue miles flown by the company increased 30%, operating expenses increased 36%. This increase resulted primarily from increases in personnel, wage levels, costs of materials and supplies, and the additional mile- age flown. Operating expenses per revenue mile amounted to $.6454 in 1941 as compared with $.foo8 in 1940. The experience of Western Air Lines in this respect is similar to that of the major- ity of other airlines. FINANCIAL POSITION* The attached balance sheet of the company as at December 31, 1941, shows current assets of $518,913-46, including cash of $102,729.89, as against current liabilities of $291,043.89. As at December 31, 1940, current as- sets amounted to $505,992.89, including cash of $260,469.21 as against current liabilities of $179,024.30. EQUIPMENT* An adequate inventory of parts and supplies required to maintain equipment at the highest of standards is being carried. Inventory of Parts and Supplies at the encl of 1941 amounted to approximately $144,000 as compared with approxi- mately $67,000 at the encl of 1940. The Federal Government has recognized the essential part that the commercial airlines are playing in the War Program and has issued priorities to permit the pur- chase of ample parts and supplies. Property and equipment purchased and delivered during the year amounted to approximately $592,000.00 including three Douglas DC-3 twenty-one passenger airplanes which cost $395,884.09 and were ordered during 1940. NEW ROUTES* On June 1, 1941 your Company began operations over the route from Great Falls, Montana, to Lethbriclge, Canada. Applications are now pending before the Civil ' Aeronautics Board for the following additional routes: (a) Between Los Angeles and San Francisco, California. Between Los Angeles and Sacramento-San Francisco, California, via the intermediate points Bakersfield, Visalia, Merced, and Stockton, California. Between Los Angeles and El Centro, Cali- fornia, via Palm Springs, California. (b) Between San Diego, California, and Phoenix, Arizona, via El Centro, California, and Yuma, Arizona. REVENUE PASSENGERS REVENUE PASSENGfR CARRIED MILES FlOWN t ~ ,-... co - 0 - co a:) ~ 0- r-- N ,....__- ,-... - - ('()- N Q"I. - -c:r- \0 ~ 0 0- lt'l IO r--- t.n tO a) co ,-... - Lri rf 0 Lr,- ("() 0 - Lr, ("() - N t--.. IJ'I ~ rn 0 0 - N - - - '--- co C'> 0 ~ C() 0) 0 - fi") l"f) v r<) I"') V ~ ~ ~ ~ ~ O"l ~ ~ ~ - ( c) Between Los Angeles, California, and Den- ver, Colorado, via Las Vegas, Nevada, and Grand Junction, Colorado. ( d) Between Lethbridge, Canada, and Nome, Alaska, via Calgary, Edmonton, and Grand Prairie, Canada, and Juneau, Anchorage, and McGrath, Alaska, with shuttle service be- tween Anchorage and Fairbanks, Alaska. The applications listed as (a) and (b ) have been heard but decisions have not been reached by the Board. Hearings have not been set on the other applications. On December 12, 1941 the Board suspended all further proceedings in pending applications for new routes and intermediate stops on existing routes. It is not known what future disposition will be made by the Board with respect to pending applications, but it is believed that no new routes will be awarded for the duration unless deemed necessary to the war program. THE ORGANIZATION* The pressure of rising industrial employment has caused an increased turnover in personnel. However, an adequate staff of experienced employees is being maintained in all MAIL POUNDS EXPRESS POUNDS CARRIED C~ D 6 lJ') 0 lJ') :/- -t ~ 0\- - l.c, 0 r:f:) co - r--1 co -tj- N - 0\ - r--- N ,-... - - N r:J:) ~ Lt) L['\ ,q- 0-, 0) co O'\ Q) r-- (()- 0 '-0 0 lr) 01 - '-- .([) ~ CV) r() - C() 0) ~ ~ CX) 0) 0 ~ M) ff) I""') 55 'CT 0) ~ ~ ~ Ol ~ ~ - - departments and arrangements are being made to train replacement personnel for those positions now occupied by employees who n'lay be called to active service. The fine spirit of cooperation and loyalty displayed by the personnel of the organiza- tion throughout the year 1941 has been a source of deep satisfaction to your officers and directors, and they now desire to express their sincere appreciation. OUTLOOK FOR 1942 * The nation is at war, and the future is unpredictable. The impact of the war is bound to cause some dislocations with the airlines as with all other businesses. It is not be- lieved, however, that these dislocations will seri- ously affect either the statu or the service of the airlines, and assurance may be given to you that the safety of commercial flights will not be impaired. Your company welcomes the part that it is able to play in the war program ahd pledges itself to aid the war effort whenever and wherever possible. t/l'~t:<~ ' PR ES ID E T Current Assets: Cash in Banks and on Hanel Accounts Receivable: ASSETS United States Post Office Department . Interline and Agents' Traffic Balances . Customers' Accounts Receivable. . . Sundry ( including $2,316.57 due from Officers and Employees) Less Reserve for Doubtful Accounts . . . . . . . . . . Inventory of Parts and Supplies, at the lower of Cost or Replace- ment Market . . . . . Total Current Assets . Prepaid Insurance, Rent, Taxes, etc. Investments: Securities of Other Corporations. . . . . . . . . . Property Not Used in Operations, At Cost-less Reserve for Depreciation of $7,883.05 . . . . . . . . . . . Properties and Equipment: Land and Land Improvements . . . . . . . . . . . . Buildings and Leasehold Improvements . . . . . . . . . Airplanes, Propellers, Engines and Flying Equipment ( See Note) Radio Stations, Furniture and Fixtures, Shop and Other Equipment Less Reserve for Depreciation Deferred Charges: Development of Air Routes Total . . . . . $ BALANCE SHEET AS AT DECEMBER 31, 1941 $ 102,729.89 133,379.65 44,631.67 74,485.30 24,721.00 277,217.62 5,098.17 272,119.45 144,064.12 518,913.46 62,419.51 1,724.34 7,031.02 8,755.36 26,690.07 102,145.80 1,368,305.17 196,334.70 1,693,475.74 734,711.65 958,764.09 6,820.89 $1,555,673.31 ~ l j LIABILITIES Current Liabilities: 3% Equipment Notes Payable, portion due in 1942 ( See Accounts Payable-Trade . . . . . . . Interline and Agents' Traffic Balances Payable Accrued Liabilities: Salaries and Wages Taxes, including Social Security Taxes . Insurance Other . Total Current Liabilities . Reserves for Overhaul of Equipment rented to Others Unused Portion of Tickets Sold . . . . . . . 3% Equipment Notes Payable, due 1943 to 1946 (See ote) . Capital Stock and Surplus: Capital Stock: Authorized, 500,000 Shares of $1.00 each Outstanding, 409,954 Shares Capital Surplus Operating Deficit from December 1, 1934 Contingent Liabilities: Sundry Claims and Law uits aggregating $25,000.00 Total . . . . . . . . . . . . . . ote) 17,247.41 14,428.59 9,653.48 1,725.25 409,954.00 648,214.12 1,058,168.12 55,871.20 $ 60,000.00 180,935.65 7,053.51 43,054.73 291,043.89 27,884.67 31,447.83 203,000.00 1,002,296.92 $1,555,673.31 NOTE: During 1941 the Company received delivery of three Douglas DC-3 airplanes which, complete with engines, propellers and accessoric, cost $395,884.09. To finance the purchase of these airplanes, the Company borrowed $273,000.00. Title to thee airplanes is vested in the lending Bank as collateral security for the indebtedness. This financing arrangement require semi-annual payment of $30,000.00. PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 1941 Opera ting Revenue: Passenger Mail. Express, Freight and Excess Baggage Other Transportation . . . Incidental Services (Net) .. Net Operating Revenue Operating and General Expenses Depreciation . . . . Operating Loss . . Miscellaneous Income: Interest and Discounts Received . Gain on Disposal of Equipment . Income from Property not used in Operations-Net . Sundry . . . . . . . . . . . . . . . . Less Miscellaneous Charges- Interest . Miscellaneous Income (Net) . Net Income . . . . . . . $1,826,920.33 197,780.43 2,730.96 3,883.53 8,490.53 794.57 15,899.59 4,463.28 $ 1,055,821.10 848,654.64 83,701.79 6,441.66 24,625.90 2,019,245.09 2,024,700.76 5,455.67 11,436.31 $ 5,980.64 NOTE: Deductions allowable for Federal Income Tax purposes exceed the Taxable Income for the year and no provision for such Tax has been made. SURPLUS (DEFICIT) ACCOUNTS Balance as of December 31, 1940 . . . . . . . . Net Income for Year ended December 31, 1941 . . . Excess Provision for Federal Income Tax for Prior Year . Balance as of December 31, 1941 . . . . . . . . Capital Surplus $ 648,214.12 $ 648,214.12 Operating Deficit 65,911.31 5,980.64 4,059.47 55,871.20 ACCOUNTANTS' REPORT To the Board of Directors of WESTERN AIR LINES, INC. We have examined the Balance Sheet of W cstern Air Lines, Inc., ( formerly Western Air Express Corporation) as of December 31, 1941, and the statements of Profit and Loss and Surplus (Deficit) for the year then ended, have reviewed the system of internal control and the accounting procedures of the Company and, without making a detailed audit of the transactions, have examined or tested accounting records of the Company and other supporting evidence, by methods and to the extent we deemed appropriate. Our examination was made in accordance with generally accepted auditing standards applicable in the circumstances and included all procedures which we considered necessary. In our opinion, the accompanying Balance Sheet and related statements of Profit and Loss and Surplus (Deficit) present fairly the position of Western Air Lines Inc. at December 31 1941, and the results of its operations for the ear, in conformity with generally accepted accounting principles applied on a ba i consistent with that of the preceding year. Los Angeles, California February 27, 1942 PEAT, IARWICK, IITCHELL & CO. . TRAFFIC STATISTICS 1938 1939 1940 Revenue: Passenger . .................. ...... $ 451,157 $ 503,998 $ 752,140 Mail ..... . .. ............ . .... .... 754,650 809,980 808,488 Express, Freight and Excess Baggage .. 39,651 45,249 58,094 Other ..... .. . ... ... .............. 34,145 28,020 29,786 Total .. ........................ $1,279,603 $1,387,247 $1,648,508 Revenue Miles Flown .................. 2,309,938 2,277,161 2,399,338 Revenue Passengers .. .................. 28,738 30,075 47,407 Average Passengers per Revenue Mile Flown 4.57 4.85 6.59 Average Revenue per Passenger Mile .... .. .0428 .0457 .0476 Passenger Seat Miles Flown ......... ... . 26,276,444 27,564,517 32,359,017 Revenue Passenger Miles ........ . ..... . 10,551,761 11,035,541 15,803,768 Load Factor . ........... ........ 40.16 40.04 48.84 Mail Pounds Carried ... . 893,920 957,884 951,451 Express Pounds Carried .. ...... ' . ' ..... 312,209 361,017 566,427 OPERATING STATISTICS 1938 1939 1940 Expense: 1941 $1,055,821 848,655 83,702 31,067 $2,019,245 3,136,917 69,791 7.30 .0461 48,592,298 22,892,281 47.11 1,289,505 821,514 1941 Percent of Increase 1 941 over 1 940 40.4 5.0 44.1 4.3 22.5 30.7 47.2 10.8 ( 3.2) 50.2 44.8 ( 3.5) 35.5 45.0 Percent ot Increase 1941 over 1940 Depreciation ...................... $ 162,567 $ 142,844 $ 141,746 $ 197,781 39.5 Other Operating and General Expenses 1,123,017 1,158,231 1,347,742 1,826,920 35.6 Total Operating Expenses ........ $1,285,584 $1,301,075 $1,489,488 $2,024,701 35.9 Operating Expenses per Revenue Mile .... .5565 .5714 Percent of Scheduled Service Performed .. 95.66 95.65 Number of Employees (Average) ... . . ... 173 194 Brackets denote decrease .6208 96.39 241 .6454 96.85 330 4.0 0.5 36.9 MOOSE ,/ ______ --o CR'7K ' , ,X / \ SAN \ \ I \ WESTERN AIR LINES, INC. FEB RUA RY, 1942 LEGEND - PRESENT EXISTING ROUTES OF WESTERN AIR LINES - 1,411 MILES -=--=-:> PROPOSED ROUTES OF WESTERN Al R LINES - 4,880 MILES PROPOSED EXISTING ALTERNATE ROUTE OF WESTERN AIR LINES ROUTES OF OTHER CARRIERS ~ NATIONAL CREEK PRAIR IE ~ I EDMONTQN N I ~! CALGARY / I I PARKS i I I I I ( NE /slm'I-.; "1:5'J.,:;.~ __ _ - - I '"'"'o""'~~-, LLS , D l I ---s-- Jll'-=:::::::....::...;'-=,,....__~_-s.:--HH,EYl:1'1 I!- D 'It/LIZ, ,1/~?'J '8-S {!/!r t'I' 1q1;(/-/t)/J