OFFICERS AND DIRECTORS REGISTRAR STOCK TRANSFER AGENT AUDITORS GENERAL OFFICES Terrell C. Drinkwater, President and Director Stanley R. Shatto, Vice President-Engineering and Maintenance and Director Marvin W. Landes, Vice President-Service and Director Arthur F. Kelly, Vice President-Sales Paul E. Sullivan, Vice President and Secretary D. P. Renda, Assistant Secretary J. J. Taylor, Treasurer Robert H. Purcell, Controller and Assistant Treasurer I. W. Burnham II, Director ew York City Hugh W. Darling, Director Los Angeles Hector C. Haight, Director Los Angeles L. Welch Pogue, Director Washington, D. C. John M. Wallace, Director Salt Lake City Alexander Warden, Director Great Falls, fontana Sidney F. Woodbury, Director Portland, Oregon Citizens National Trust & Savings Bank, Los Angeles Chase National Bank, ew York Security-First National Bank of Los Angeles New York Trust Company, New York Peat, Marwick, Mitchell & Co. W stern Air Lines Building 6060 A vion Driv Los Ang les Int rnational Airport Los Ang 1 s 45, California to the stockholders of WESTERN AIR LINES, its customers and employees For the calendar year 1949, the operations of the Company and its subsidiary, Inland Air Lines, Inc., resulted in a net profit of $432,053, or 82 per share after taxes and all other charges. This compares with a net profit for 1948 of $134,704, equivalent to 26 per share of capital stock outstanding. In 1949, total operating revenues of the Com- pany0 amounted to $11,534,131, an increase of 10.2% over the total operating revenues of $10,463,232 realized the previous year. Total revenue miles flown by the Company increased 9.1% during the period. This increased mileage was operated with an addition of only $202,321, or 1.9%, in total oper- ating expenses, which totaled $10,564,296 in 1949, as compared with $10,361,975 in 1948. Those ex- penses directly related to the cost of flying the aircraft accounted for all of the increase in total operating costs, with indirect expenses reflecting a decrease of $436,335, or 7.3%. During the past year many new problems arose in the operation of the Company, some of these requiring sharp revisions in the planning of the management. Substantial progress has been made in meeting these problems. The beneficial results of the reorganization of the Company during the past three years have become manifest and, in the absence of totally unforeseen contingencies, it is expected that additional gains will be made 0 Whenever the term "the Company" appears herein, it refers to Western Air Lines, Inc. and its subsidiary, Inland Air Lines, Inc. during 1950. The entire western region served by the Company is growing in population, commerce and industry. The Company is presently serving 39 stations located in 13 states and Canada. Each day 372 Western Air Lines take-offs and landings are sched- uled-or one every 4 minutes. A fleet of 26 aircraft is operated, including 10 Convairs, 10 Douglas DC-3' s and 6 Douglas DC-4' s. The Company has certificated routes of 4,613 miles, over which 29,955 airplane miles are scheduled each day. This is equal to a daily trip around the world with two round trips between Los Angeles and Seattle added. Each day the Company schedules 1,078,280 airplane seat miles. During 1949, the Company completed 97.72% of all airplane miles scheduled. An average of 1,157 passengers was carried each day. The average pas- senger traveled 369 miles and paid $20.44 for his ticket, exclusive of the 15% Federal transportation tax. Working in concert with the industry and the governmental agencies concerned, much progress has been made by the Company during 1949 in improving the safety and dependability of its fly- ing operations. Considerable work was done in studying and installing new techniques, procedures and equipment for instrument flying, airway traffic control, and airport approach systems. This pro- gram is being continued and it is confidently expected that the Company will be able to report more advancement at the close of 1950, during which year it is anticipated that still further im- proved radio, instrument landing, airport lighting, fog dispersal and other aids to navigation will be studied, refined and utilized. In the Company's headquarters at the Los Angeles International Airport, additions have been made to the maintenance and shop equipment to the end that these facilities now take care of vir- tually all of the overhaul and maintenance work required for all aircraft. These facilities are among the most complete, efficient and outstanding units of their kind. Stockholders: As of November 7, 1949, there were issued and outstanding 525,164 shares of the capi- tal stock of the Company, all of one class and held by 2,691 shq.reholders of record. Many are nominees who hold stock for the accounts of others, the num- ber of whom is unknown to the Company. It is estimated, however, that Western Air Lines, Inc., is owned by over 4,000 individual stockholders: residing in each of the forty-eight states. Since the sale in the spring of 1949 of the large block of stock formerly held by Mr. W. A. Coulter, most of which stock has since been redistributed, the number of shareholders of the Company has increased materially, particularly in the western states served by the Company, thus providing a broadened market for the stock. Approximately 17% of the employes and all of the officers own stock in the Company. Employes: At the close of the year, the Com- pany's payroll listed 1,226 employes, 74.7% men and 25.3% women. These employes were divided between divisions of the Company as follows: Service Division, including station and reserva- tions personnel, radio operators and stewardesses, 473; Maintenance and Engineering Division, 318; Flight Division, including pilots, dispatchers and instructors, 198; Treasury Division, including budget, accounting, purchasing and stores person- nel, 97; Sales Division, including city ticket office staffs, 92; General Administration Division, includ- ing corporate, legal, clerical and insurance depart- ments, 48. The average length of service with the Company for ~.11 employes was 5J~ years. The average length of service of pilot captains was 11 years. There has been a marked reduction in the turnover of employes during the year. This, coupled with revised training programs and departmental reor- ganization, has aided in increasing efficiency and reducing costs. Approximately 85% of the Company's employes are represented by six labor unions. The Com- pany has contracts with these unions under which harmonious relationships have been maintained throughout the year. The employes' Westernaire Federal Credit Union has had a successful year during which 863 loans totaling $130,230 were made to employes. A divi- dend of 6% was paid on savings accounts to employe members. No losses have been experienced in con- nection with loans made. Membership is open to all Company employes, of whom 54% are now members. The Employes' Suggestion System has been continued, with awards of tnany cash prizes for individual suggestions which have been accepted and put into effect to improve the efficiency of the organization. ($000.00 omitted) For the Calendar Year 1949 1948 1947 Operating revenues: Passenger ............ $ 8,024. $ 7,813. $10,114. Mai1 ................ 2,504. 2,136. 1,570. Other ............... $ 1,006. 514. 692. Total operating revenues ......... $11,534. $10,463. $12,376. Operating expenses: Depreciation ......... $ 1,335. $ 1,164. $ 1,845. . Other ............... $9,229. 9,198. 11,196. Total operating expenses ......... $10,564. $10,362. $13,041. Operating profit ( or loss) .. Non-operating income and 970. 101. (665.) expense (net) ......... (249.) ( 180.) ( 192.) Federal income taxes or credits ............... (280.) 220. (88.) Minority inter tin profit ofsubsidiary .......... (9.) (6.) Net proftt ( or loss) . .. $ 432. $ 135. $ (945.) Flnanclal Position-The comparative financial status of your Company as of the close of the last three calendar years is shown in the following condensed statement: As of December 31, 1949 ($000.00 omitted) ASSETS ( What we own) 1949 1948 1947 Current Assets: Cash ............... . $ 1,401. $ 1,462. $ 2,187. Accounts receivable .... 1,021. 2,307. 1,168. Inventories ........... 210. 246. 229. Total current assets . . 2,632. 4,015. 3,534. Properties and equipment: Airplanes, engines, land, buildings, equipment, spare parts, etc .. .... . .. 12,598. 12,311. 9,823. Less reserve for depreciation .......... (5,427.) (4,217.) (3,531.) Sundry securities ........ 11. 12. 11. Deposits on equipment purchase contracts ..... 484. Insurance, rent, interest, etc., paid in advance . ... 637. 678. 269. Routes, contracts and leases ............ 127. 147. 166. Total Assets ........ $10,578. $12,946. $10,756. --- The Employes' club in Los Angeles maintains close working arrangements and sponsorships with such organizations as the Red Cross, Boy Scouts, and the National Polio Foundation. For a number of years the Company has pro- vided a voluntary employes' Group Insurance Program under which life, accident and sickness, and accidental death and dismemberment insur- ance is made available for employes, and hospitali- zation insurance with medical and surgical benefits is made available for employes and for members of their families. All employes are eligible to par- ticipate in this insurance, which cost is borne jointly by the employes and the Company. Benefits under all coverages have been broadened from time to time, and the program is now one of the finest available. Approximately 75% of the employes LIABILITIES ( What we owe) 1949 1948 1947 Current Liabilities: Notes payable ........ $ 773. $ 2,394. $ Accounts payable ..... . 522. 1,087. 532. Air Travel Plan deposits . 206. 229. 244. Accrued salaries, wages, taxes, insurance, etc ..... 887. 620. 1,348. --- Total current liabilities 2,388. 4,330. 2,124. Unused portion of tickets sold ........... 174. 321. 239. Notes payable-long term 3,113. 3,551. 3,800. Operating reserves ...... 272. 260. Minority stockholders' inter~t in subsidiary . ... 23. 24. 20. Capital stock (525,164 shares) ... . ... 525. 525. 525. Capital surplus . ......... 2,768. 2,768. 2,768. Earned surplus ........ . . 1,587. 1,155. 1,020. Total Liabilities ..... $10,578. $12,946. $10,756. --- - - - Stockholders' equity per share ............. $9.29' $8.47 $8.21 carry the group life insurance, while about 90% have availed themselves of the accident and sick- ness and hospitalization coverages. The management and directors wish to thank each individual employe for his or her contribution to the progress made by the Company during 1949. Debt: The Company's loan from the Reconstruc- tion Finance Corporation, which represents total borrowings in 1947. and 1948 of $6,421,606, had been reduced at the year end to $3,886,098. As of March 15, 1950, this balance has been further reduced to $3,544,036, which represents a repay- ment of 45% of the original loans. During 1949 a'trangements were made with the Reconstruction Finance Corporation for the re- scheduling of-the principal payments of the unpaid balance of these loans. Under the revised terms, the Company will be required to pay the unpaid balance over a three-year period ending December 31, 1952. The annual principal payments required will approximate $840,000 per year, with any un- paid balance due on December 31st, 1952. The interest rate of the loans is 4% per annum, but the Company is permitted to make prepayments on the loans whenever working capital will permit in order to reduce the interest charges. As of March 15, 1950, the principal payments were prepaid to July 1, 1950. In addition to the regular principal payments, amounts which the Company receives from rentals and sales of surplus property from time to time are also applied in reduction of the loans. The loans are secured by a first lien on practically all of the Company's property. The annual principal payments required are less than the Company's current annual depreciation charges. Air Coach Service: It has become quite appar- ent to the Company's management during the past year that there exists a definite market for two types of air transportation between large cen- ters of population sufficiently far apart to enable the airplane to produce a real saving in time over surface carriers. On the system of Western Air Lines, it is believed that these factors presently exist on the coastal route between Seattle-Tacoma and Portland and San Francisco-Oakland and Los Angeles-Burbank and, to a limited degree, between Los Angeles-Burbank and Las Vegas, Nevada. In addition to its first-class services operated on the Coastal Division with Convair aircraft, the Company, on October 15, 1949, inaugurated night- time air coach service between Los Angeles-Burbank and Seattle-Tacoma via San Francisco-Oakland and Portland, using DC-4 aircraft with added seating capacity. The fare for this service is approximately one-third less than the regular first-class fare charged on the Convair coastal flights. No meals or other refinements of passenger service are furnished on the coach flights. Due to r strictions imposed by the Civil Aeronautics Board, up to the present time regular air coach sch dules must be flown only at night, with departures being restricted to times subsequent to 10:00 PM from both t rminal points. Because of the unusual nature of the traffic flow between Los Angeles -Burbank and Las Vegas, Nevada, the Company, with the same type DC-4 aircraft, inaugurated, on January 12, 1950, a round- trip excursion coach type service between these points. As set forth in the annual report for 1948, por- tions of the Company's system have been subjected to improper competition by so-called irregular or non-scheduled air carriers. No action was taken by either the Federal or State Government to regulate such competition, which began to have a particularly serious effect on Western Air Lines behveen San Francisco-Oakland and Los Angeles- Burbank The Company made application to the Civil Aeronautics Board for permission to operate coach service between these cities at any time day or night at the four-cent-a-mile coach rate which has been the minimum fare permitted by that regulatory body. The application was not approved by the CAB. During the first half of 1949 there were six intrastate coach-type operators carrying passengers between these points, practically without economic regulation by either the State or Federal Govern- ments. The one-way fare most of such carriers were charging was $9.95, which amounts to 3.04 per mile. In the fall of 1949, the Company _ entered into an arrangement with an independent Califor- nia corporation, Western Air Lines of California, Inc., whereby the Company charters high seat- density DC-4s to Western Air Lines of California, Inc. The latter has been furnishing coach service at $9,95 between San Francisco-Oakland and Los Angeles (Burbank) under intrastate tariffs led with the California Public Utilities Commission. Between September 1 and December 31, 1949, Western Air Lines of California, Inc. carried more than 50,000 passengers in this intrastate coach serv- ice. The charter revenues received by the Company from this arrangement continue to represent an important source of income. Although General Counsel for the Company has advised that th arrang m nt is 1 gal und r the provisions of th Civil Aeronautics Act of 1938 and th regulations of th Civil A ronautics Board thereunder, the CAB has instituted an investiga- tion of the arrangement, coupled with an investi- gation of all intrastate operations within the State of California. The duration or the outcome of such investigation cannot be forecast. However, the man- agement of the Company is firmly convinced that the low fare service has been demonstrated to be in the public interest and profitable to the Com- pany, and should be offered between these Cali- fornia metropolitan centers, notwithstanding the CAB aircoach policy more applicable in other sec- tions of the country. Figures recently released by the California Public Utilities Commission show that of the total number of passengers carried by rail, bus and air between the San Francisco-Oakland and Los Angeles metropolitan areas in 1949, 43.1% went by air, 32.7% by rail, and 24.2% by bus. It is doubtful if this ratie exists between any other pair of cities in the United States. Governmental Regulation: By far the greatest imponderable in the scheduled air transport busi- ness today is the regulatory relationship of the Federal Government to the industry. Being faced with constant and minute regulation by the Civil ($000.00 omitted) 1949 We Received: Passenger revenue ............... $ 8,024. Mail revenue . . . . . . . . . . . . . . . . . . . 3,555. 0 Express, freight, charter, etc. . . . . . . 1,006. RFC loan ..................... . Sale of other assets . . . . . . . . . . . . . . . 494. $13,079. We Spent: Salaries and wages .............. $ 4,856. Gasoline and oil . . . . . . . . . . . . . . . . . 1,279. Insurance . . . . . . . . . . . . . . . . . . . . . . 542. Taxes.......................... 385. Passenger food and supplies . . . . . . 116. Materials and outside services . . . . . 1,670. Other expenses . . . . . . . . . . . . . . . . . . 394. Interest . . . . . . . . . . . . . . . . . . . . . . . . 197. Payment of loans. . . . . . . . . . . . . . . . . 2,059. Purchase of equipment, spare parts, etc ....................... . Reduction of other debts and misc. ( ) $1,051 arned in 1948. 910. 671. $13,079. 1948 $ 7,813. 1,085. 514. 2,266. 176. $11,854. $ 4,974. 1,118. 312. 368. 301. 1,694. 404. 184. 121. 2,270. 108. $11,854. Aeronautics Board, the Post Office Department and the Civil Aeronautics Administration as well as other Federal agencies, scheduled air transporta- tion is probably the most completely regulated industry in the nation. A large part of such regulation stems from the provisions of the Civil Aeronautics Act of 1938 as administered by the executive branch of the gov- ernment. During the twelve years since its passage, this has proven to be a good basic law. There now are attempts being made in Congress to change it by those who are motivated by a desire to stifle the steady growth of domestic air transportation. The Company's management, in common with most of the other scheduled air carriers, has taken the posi- tion that this law should not now be changed in any major respect. But the administration of this law should be considerably simplified, clarified, and expedited. In addition to the investigation of the California intrastate air coach service, the Company, like all other members of the air transport industry, has many proceedings pending before the Civil Aero- nautics Board. Although the matter has been pending for sev- eral years, no final decision has yet been rendered on the Company's request for a determination of mail compensation for the period prior to January 1, 1949. Because of disagreements between the Civil Aeronautics Board and the Post Office Depart- ment, additional lengthy hearings on the case have just been concluded and it is hoped that a final determination will be made by the CAB during 1950. The rate of mail compensation for the period subsequent to January 1, 1949, has been determined and is not in issue. No formal action has been taken by the Civil Aeronautics Board in connection with any of the several investigations announced by it in a state- ment of policy issued February 25, 1949. One of these had specific reference to Western Air Lines, as set forth in the Company's Annual Report for 1948. The management of the Company is of the opinion that if there ever were any valid reasons for this investigation, they uo longer exist. On Dec mber 19, 1949, the CAB issu d "show cause orders" directing the Company to demon- strate why it should not stop service presently rendered to San Bernardino (Ontario), Palm Springs and El Centro, California, and Yuma, Arizona, in order that service could be provided to these points on Western's system by a so-called "feederline" operator which is now doing everything possible to become a permanently certified trunk line car- rier competitive with the Company's coastal route. No date has yet been set for the hearings on this matter, but at the time of those hearings the Com- pany feels it can defend its position with respect to service to these four cities, and prove that the substitution of a feederline for Western Air Lines would be a costly duplication of service and a waste of taxpayers' money. The Company has refiled its CAB application to extend its Imperial Valley flights from Yuma to Phoenix in order to make a sensible route out of this portion of its system, it being impractical to carry out its previously announced plan to solve the problem. During 1949, the U. S. Senate Committee on Interstate and Foreign Commerce started an inquiry into the financial condition of the air transport industry. This investigation ~s still going on. One of the main projects being considered by this Committee is the necessity or desirability of separating moneys received by air carriers for transporting United States mail into payments solely for the carriage of that mail and payments in the nature of subsidy to permit continued operation of essential but uneconomical segments of the air transport system, much the same as subsidy pay- ments are made to provide free delivery mail service to rural districts of the United States. The rate of mail compensation received by the Company falls neither in the highest nor lowest categories paid to the various classes of airlines. United States air carriers operating international and overseas routes, as well as temporary feeder- line operators and some of the smaller domestic trunk line air carriers, receive mail compensation at a considerably higher rate than that received by the Company. On the other hand, several of the domestic air carriers larger than Western Air Lines receive mail compensation at a rate lower than that paid to the Company. The management of the Company has taken no position in opposition to the separation of mail compensation into two components, provided such separation is done on a fair and non-political basis by persons competent to make such separation, after thorough and impartial study and analysis has been completed. Many attacks during the past year have been leveled at scheduled interstate air transportation, inspired in most instances by surface carriers and other interests whose purpose is to retard the devel- opment of air transport. Much has been spoken and written about what has been loosely referred to as "airline subsidy." However, many informed persons have suggested that the airlines as such are not subsidized but rather, if there is any element of subsidy involved, it is the users of the airline services who are subsidized. The Postmaster General of the United States has recently expressed an opinion that the subsidy required for airmail costs the Post Office Depart- ment about $50,000,000 a year, while Government franked mail costs a little over $75,000,000. The Postmaster General has further stated that second- class mail requires a subsidy of about $200,000,000 annually, third-class $130,000,000 annually, and postal cards $55,000,000. In other words, the air- mail subsidy is the smallest subsidy the Post Office Department pays. In any event, and regardless of the outcome of the current debate, it is clear that the combined route systems of Western Air Lines and its sub- sidiary are sound and essential and must continue to be operated in the public interest to provide needed service for the fast growing commercial interests in the areas served, to meet the postal needs and the increasing needs of the national defense. During 1949 the Company has been privileged to work closely with the Military Air Transport Service of the United States Department of the Air Force, in sponsoring and providing headquar- ters for the organization and development of a military reserve air transport organization in South- ern California. Several of the Company's key per- sonnel have provided the original stimulus for this reserve unit, which is the first and only one of its kind in the nation. The unit includes former mem- bers of the Naval Air Transport Service, the Air Transport Command, the Army Ground Forces, Marine Corps flying personnel, and civilians engaged in the aviation industry in Southern Cali- fornia. The Company will continue to cooperate with the Military Air Transport Service in this project in order to meet its obligation under the national defense aspect of the Civil Aeronautics Act. During 1949, the Company inaugurated opera- tions to the Ontario International Airport, which is in the center of a heavily populated area adjacent to Los Angeles County. It is expected that new sources of business will be developed from this point. The Company expects to receive permission from the Canadian Government to extend its service north from Lethbridge to Edmonton in the Province of Alberta in the late spring or early summer of 1950. This extension will enable the Company to tap additional long-haul traffic to and from this fast-growing Province of Canada which may well become one of the greatest oil-producing areas in the world. The governments of the United States and Mexico have as yet been unable to come to an under- standing with respect to the terms of a bilateral agreement for the further exchange of air routes between the two countries. As a result of this con- tinuing disagreement the Company has no present plans for service over its route authorized by our Government between Los Angeles and Mexico City via La Paz, Baja California. In furtherance of the policy of strengthening the Company in the western region it serves, the Board of Directors has been enlarged. The mem- bers of the present Board are listed at the beginning of this report. On November 1, 1949, Mr. Arthur F. Kelly was. elected Vice President-Sales to direct the Com- pany's advertising, sales, traffic and promotional programs. Respectfully submitted, PRESIDENT March 15, 1950 Western Air Lines Building 6060 A vion Drive Los Angeles International Airport Los Angeles 45, California On the next two pages is a reproduction of Westem's unique new timetable. De- signed for easy reading and immediate understanding, this timetable has drawn nationwide attention as a passenger serv- ice. It represents another important step forward in WestemAir Lines' long history ~f pioneering. 800 I i 8 50 907 12,3 3, ~ I ' / / / iii if ff 120 350 705 10l 1220 220 520 137 407 i 6 2 l 415 6 2 7 I D 722 1115 1205 T 505 7 4 1 205 L I 6 0 6 235 l l - . 10 ~0 5 ~5 1005 445 t s I 155 ---- ---- 830 1205 I 3 0 L 1 l I 1 .s 1015 150 400 500 7058301020 305 9151115145 315 715 800 9451255 1 ! 1 i 1 1 1 l t t t ~6 l t 6 3 3 l ~I~ I~ I ~ ! l6 I JI 1 ( ~ l 3 1 3 7 i . I ; . i . . , : r I i i l 4 55 1105 5 05 10,50 f 1@ I I I I 1@ I 5 45 6 45 8 50 1015 12 05 5 25 7 30 9 30 12 01 130 5 30 615 8 00 10 30 I I I / I' I I / I I I I I I !("'' t;J1, I I 4 I 1 I 5 I MST I I I I I I . / 400 715 I 00 508 7 38 9 35 -----------------~~ v 7451035215 \ 10, t 2 1! ~ 3 5 \ 1100 240 ., ., 8351139319 8 50 \ 135 ~ 740 450 a 'ts 505 ( ~ - - s \ 1210 1155 ~ s--321 303 ~ ~ 4 51 7 21 3 4 t6 . 716 ~ H, 410 640 845 830 \, 316 338-- 745 740 11 IO 1105 550 935 940 - I I / - sos - 1130 7 30 1115 / / / 356 139 'rn too 5151237 ~\ 'II-,, }se 1 1s2 \ 810 6 01 1149 0\ \ 645 1101 \ 1134 MONT. 1035 EQUIPMENT: i( ,o 11 L j 23 :::=:=~CA;NA;;OA~====ir' ~ ~~=-~ ~--=------- 1 I I I 1 6 s 1 CST \ \ \ 820 l 73~ t 245 Indicates CON VAi R De Luxe pressurized aircraft. Indicates Douglas DC-4 COACH MASTER aircraft. T Indicates Douglas DC-3 aircraft. I I I I I I MINN. FLIGHT NUMBERS: -301- FOOD SERVICE: NOTES: B-Breakfast L-Lunch D-Dinner S-Snacks, complimentary meals served aloft. -Complimentary meals served at airport cafe for through passengers only. CD-Twenty miles from San Bernardino. -One fuel stop may occasionally be made enroute. -Operates daily except Saturday. @-Operates Friday and Sunday only. All times are local Standard Time. A.M.- Light Fh:urrs. P.M .~Dark figures. OLDEST AIRLINE MA IL EXPRESS F R E, I G H T Consolidated Balance Sheet as of De~ember 31, 1949 ASSETS Current Assets: Cash in banks and on hand Deposit with Reconstruction Finance Corporation for payment of certain state and local taxes ..... . Accounts receivable: United States Post Office Department .......... . Other United States and State Government Depts. Interline and agents' traffic balances ......... . Customers' accounts receivable ................ . Other ( including $15,464.30 due from officers and employes) .............................. . Less allowance for doubtful accounts ........... . Inventory of parts and supplies at the lower of cost or replacement market ( substantially all pledged) ( Note 1) ........... . Sundry securities .................................... . Properties and equipment, at cost ( substantially all pledged) ( Note 1): Land ........................................... . Buildings on and improvements to leased property .. . Airplanes, engines, propellers and flying equipment .. . Radio stations, furniture, fixtures, shop and other equipment ................... . Property not used in operat10ns .................... . Construction work in process ..................... . Less allowance for depreciation ................... . Routes, contracts and leases, less amortizatior.t $55,212.00 .. Deferred charges: Prepaid insurance . . . . .......................... . Unamortized pre-operational expense of new type aircraft ......................... . Other .......................................... . $ 262,204.62 127,575.26 273,885.70 144,366.49 114,861.99 922,894.06 8,660.73 1,348.35 2,969,172.26 8,159,672.60 1,101,377.42 339,633.00 27,210.91 12,598,414.54 5,427,024.20 397,978.17 93,368.02 145,941.84 $ 1,401,260.11 106,281.17 914,233.33 209,636.14 2,631,410.75 11,186.71 7,171,390.34 127,241.60 637,288.03 $10,578,517.43 LIABILITIES Current Liabilities: Notes payable-Reconstruction Finance Corporation ( amount due within 12 months) ( Note 1) ..... . Accounts payable-trade . . ....... . ................ . Accounts payable-taxes collected from others ....... . Interline and agents' traffic balances ............... . Air Travel Plan deposits ................ . ........ . Accrued salaries, ~ages, taxes, insurance and other ... . Provision for Federal taxes on income ( subject to review by United States Treasury Department) (Note 2) ............... . Deferred income ( unused portion of tickets sold) ....... . Long term debt: Notes payable-Reconstruction Finance Corporation (Nate 1 ) ................ . Less amount due within 12 months ................ . Minority stockholders' interest in subsidiary ............. . Capital stock-$1.00 par value per share (Note 1) Authorized 2,000,000 shares (25,000 shares reserved for option to officer) Issued 525,164 shares ............................ . Surplus: Capital surplus ( no change during year) ........... . Earned surplus from December 31, 1934 ........... . Contingent liabilities ( Note 3) ........................ . Long term lease commitments (Nate 4) ................. . $ 3,886,097.80 772,916.63 2,768,247.10 1,587,022.90 $ 772,916.63 358,436.04 135,506.22 28,146.47 206,125.00 325,580.51 561,424.22 2,388,135.09 173,680.80 3,113,181.17 23,086.37 525,164.00 4,355,270.00 $10,578,517.43 Consolidated Profit and Loss Statement for the Year Ended December 31, 1949 Operating Revenue: Passenger .............................................. . Mail (Note 2) .......................................... . Non-Scheduled transport services ........................ . Express and freight ..................................... . Excess baggage and other ............................... . Incidental revenue-net .................................. . Tot:il Operating Revenue ............................ . Operating Expenses: Flying operations ....................................... . Ground operations ...................................... . Direct maintenance-flight equipment ..................... . Ground and indirect maintenance ......................... . Passenger service ....................................... . Traffic and sales ........................................ . Advertising and publicity ................................. . General and administrative .............................. . Depreciation ........................................... . Operating Profit ..................................... . Non-operating Income: Discounts received ...................................... . Other ................................................. . Non-operating Charges: Interest ................................................ . Amortization of routes, contracts and leases ................ . Amortization of pre-operational expense ................... . Other ................................................. . Profit before Federal Taxes on Income ................ . Provision for Federal Taxes on Income ........................ . Less Minority interest in subsidiary ............................ . Net Profit .......................................... . Amount at December 31, 1948 ............................... . Add-Net profit for the year .................................. . Amount at December 31, 1949 ................................ . $ 3,080,370.59 1,746,574.41 821,782.38 721,815.10 561,538.03 1,062,326.00 299,805.87 934,911.64 1,335,171.98 6,866.05 9,182.10 196,798.26 18,408.00 25,464.00 24,379.60 $ 8,024,175.98 2,504,172.33 604,026.12 252,182.17 63,231.73 11,447,788.33 86,342.25 11,534,130.58 10,564,296.00 969,834.58 16,048.15 985,882.73 265,049.86 720,832.87 280,000.00 440,832.87 8,780.21 $ 432,052.66 --- $ 1,154,970.24 432,052.66 $ 1,587,022.90 Notes to Financial Statements 1. NOTES PAYABLE-RECONSTRUCTION FINANCE CORPORATION. The amount due to Reconstruction Finance Corporation, $3,886,097.80 ($2,446,850.33 on 1947 loan and $1,439,247.47 on 1948 loan), is secured by inventories, property and equipment, and the capital stock of Inland Air Lines, Inc., a 97% owned subsidiary. Under the terms of the credit agreements, as amended, the indebtedness as of December 31, 1949, is payable in specific amounts with interest at 4% per annum as follows: 1947 Loan - Period March 1, 1950, to June 1, 1952, $28,000.00 monthly May through October, and $8,000.00 monthly November through April; Period July 1, 1952, to December 1, 1952, $100,000.00 monthly July through October, and $55,000.00 monthly during November and December. The unpaid balance, if any, is due on or before December 31, 1952. 1948 Loan- $52,083.33 monthly commencing February 1950. The unpaid balance, if any, is due on or before December 31, 1952. Additional principal payments are to be made annually within the first two months after the close of each calendar year in amounts equal'to the excess of 50% of the Company's annual net profit for the preceding year ( before provision for depreciation) over the total of the specified monthly payments on principal made during the preceding year. No additional payment is due under this provision during the year 1950. The credit agreements provide, among other things, that no dividends on the capital stock of the Company are to be paid without the approval of the Reconstruction Finance Corporation. 2. MAIL REVENUE AND FEDERAL INCOME TAXES. On March 3, 1949, the Civil Aeronautics Board awarded the Company "Temporary Rates of Mail Compensation" which as to the period subsequent to January 1, 1949, were made permanent by an order issued on May 6, 1949. For the period prior to January 1, 1949, the temporary rates so established resulted in additional retroactive mail revenue in amount of $975,461.20, which was recorded as income for the year 1948 and set forth as being includable in the 1949 income tax return of the Company. Accordingly provision was made as of December 31, 1948, in the amount of $272,000.00 for the Federal income tax deemed to be pay- able for the year ended December 31, 1949, on the increased mail revenue of $975,461.20. The amount ($272,000.00) so provided together with the provision for Federal income taxes based upon the net profit for the year ended December 31, 1949, is reflected on the balance sheet as a current liability. A protest against the additional retroactive mail revenue awarded the Company has been filed by the United States Post Office Department and appropriate proceedings are b fore the Civil Aeronautics Board for final determination. In the opinion of the management such final determination will not materially r due the amount of the award made although the y ar or y ars in which the additional r v nue is taxabl may be altered. 3. CONTINGENT LIABILITIES. As of D c mber 31, 1949, the Company and its subsidiary w re conting ntly liable for damage claims and lawsuits in which they are or may be defendants. The amounts claimed by the plaintiffs in such damage claims and lawsuits are substantial but the manage- ment and its counsel believe the ultimate liability, if any, that may result therefrom will not be material in amount. 4. LONG TERM LEASE COMMITMENTS. The minimum annual rental liability on real property leased to the Company and its subsidiary for terms expiring more than three years from December 31, 1949, is approximately $ll7,000.00; the numb ~ of leases is 25. A summary by periods of expiration is as follows : 1953-1957 1958-1967 1968-1973 Leases 22 1 2 Amount $81,000.00 1,000:00 29,000.00 5. CHANGES IN ACCOUNTING PRINCIPLES. For the year 1948 the Company and its subsidiary discontinued the practice of making monthly reserve provisions for aircraft and engine overhaul costs in order to conform its accounting practices with a majority of the Air Transport Industry and to reflect agreements reached after extensive conferences with the Rates and Analyses Division of the Civil Aero- nautics Board. In 1949, as a furtherance of this fundamental change, aircraft overhaul costs are being amortized over a SO-month period. Likewise that part of the cost of new aircraft which is deemed to be "built-in overhaul" is being amortized over a 30-month period rather than over the eximcted life of the aircraft. As a result of the change in 1949, the net profit for the year 1949 is approximately $45,000.00 less than it would have been if such changes had not been made. To the Board of Directors, WESTERN AIR LI ES, I C.: We have examined the Consolidated Balance Sheet of Western Air Lines, Inc., and Subsidiary as of December 31, 1949, and the related statements of Consolidated Profit and Loss and Surplus for the year then ended. Our examination was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as we considered neces- sary in the circumstances; it was not practicable to confirm receivables from United States and State Government depart- ments but we satisfied ourselves by other means as to these items. In our opinion, the accompanying Consolidated Balance Sheet and statements of Consolidated Profit and Loss and Surplus present fairly the financial position of Western Air Lines, Inc., and Subsidiary, at Dec mber 31, 1949, and the results of their operations for the year then ended, in conformity with gen rally accepted accounting principles applied on a basis consistent with that. of the preceding year, except for the changes, which w approve, set forth in ote 5. PEAT, MARWICK, MITCHELL & CO, Los Angeles, California March 10, 1950 A museum pi e today, this M-2 biplane was the last word n aviation back in 1926 when it made the nat n's first scheduled commercial airline flights for Western Air between Los Angeles and S It Lake City. this is p ogress Western Air Lines' 300-mph Convair-Liner represents commercial aviation's latest and finest in speed, comfort and safety. The sleek plane carries 40 passengers and crew of three in an air- conditioned, pressurized cabin which gives ground-level comfort while cruising at above-the-weather altitudes. passengers mail maintenance facilities In 1926 Western Air Lines, America's oldest airline, carried the nation's first commercial airline feminine passenger between Salt Lake City and Los Angeles-in 6 hours, 30 minutes. Maude Campbell paid $90 for her ticket and rode in the windblown front open cockpit. Totaling less than 200 pounds, this airmail load was a capacity haul for Western Air's M-2 biplane in 1926 when the company flew the nation's first commercial airmail between Los Angeles and Salt Lake City. In 1926 when Western Air mechanics did repair work on the 425-hp Liberty engine of the M -2 biplane they placed stepladders alongside the ship, climbed up, lifted the engine hood fnd began tinkering. In 1949 nearly one-half million passengers flew Western Air Lines. Many thousands, new to air travel, used and liked Western's reduced fare DC-4 Coachmasters between major cities on the Pacific Coast. Just in from Seattle-Tacoma on a Western Air Lines Convair-Liner, this ton of airmail being processed at the Los Angeles International Airport field postoffice represents a typical mail load carried in WAL aircraft. A typical scene in Western Air Lines' modern engine overhaul shop at Los Angeles Inter- national Airport, with mechanics in left back- ground working on a 2400-hp Pratt & Whitney Convair-Liner engine, while mechanic in fore- ground gives finishing tune-up touches to ~~~~-------~ ____ 1200-hp Pratt & Whitney DC-3 en~ gi_ ne _ . ___ __, Taken 24 years a10, this picture shows one of Western Air's ori1inal fleet of six M-2 biplanes soarin1 over the company's ori&inal han1ar at old Vall Field near Montebello, California. The old 1926 Western Air hangar could be tucked away in one corner of the company's modern headquarters buildin1 at Los Angeles International Airport, which houses WAL's administrative offices and complete mainte- nance, overhaul and enalneering facilities.