highlights of 1957 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Seat miles produced . 1,175,071,000 Seat miles sold .. . ..... . ... . Passengers carried . . .... .. ... . Total operating revenues . Operating income . Net incqme . Dividends paid: Cash . Stock . Common stock outstanding .... . .. .. . ..... . . .. .. .. .. . Income per share . Dividends per share: Cash-annual rate ... . ... . . . Stock . Total shareholders' equity Shareholders' equity per share . Cash and U.S. Government securities ..... . Working capital . Investment in property and equipment . Long-term debt. Number of employees . Wages and salaries paid .. $ $ $ $ I the cover 702,727,000 1,379,653 42,218,951 4,708,545 2,401,914 660,002 755,492 848,541 2.83 0.80 4% 17,469,192 20.59 7,332,034 4,688,158 38,412,441 16,827,000 2,773 14,334,769 The startling contrasts of Mexico are illustrated in the cover photographs of the ancient Hacienda Vista Hermosa bell tower and the modern skyscraper home of the new Western Air Lines offices on Paseo de la Reforma in Mexico City. Climaxing an 11-year campaign, the company in 1957 became the first U.S. airline to link major cities of the West with Mexico via the Los Ange les gateway. (Photograph s by Kenneth Brown, Los An geles A irport Photographers) the president's letter To shareholders, employees, customers and friends: The past year was one of the most rewarding in the history of Wes tern Air Lines. Much progress was made on long-range objectives. Western's system was lengthened by inauguration of major routes, new aircraft increased its product-passenger seat-miles-at a record rate, and experienced personnel maintained efficient operating conditions. Shareholders received dividends for the seventh consecutive year and the company closed 1957 in sound financial condition. However, despite the management's adherence to a policy of economical operation, Western Air Lines, along with all non-subsidized airlines, must cope with increasingly strong pressures on profit margins caused by the constant cost spiral which cannot be offset with pre-infiation fare levels. It is hoped that the Civil Aero- nautics Board soon will allow a realistic increase in passenger fares to insure adequate returns for planned future growth. On the following pages is presented a detailed report of the company's operations last year. Attention also is invited to the data showing Western's record for the past decade. In 1958 Western will become the first domestic airline to complete 32 years of continuous operation. The year should be a period of consolidation of major gains, additional progress, and development of new routes and services. February 10, 1958 Western Air Lines Building Los Angeles International Airport Los Angeles 45, California PRESIDENT 32nd annual report . . . . . . . . . . . . . . . . . . . . . . . EARNINGS $2,401,914 for the year 1957 During 1957, Western Air Lines earned net income of $2,401,914, or $2.83 a share based on the 848,541 shares of stock outstanding at the close of the year. This earnings record compares with 1956 income of $3,044,458, equal to $3.76 a share computed on shares outstanding on December 31, l956, adjusted for a 4 per cent stock dividend declared in 1957. Earnings in 1957 represented by profits realized from the sale of retired aircraft were equal to $.62 a share, compared with $2.48 a share from similar sources in 1956. Earnings before federal taxes on income were $4,726,914, or $5.57 a share, while for 1956 the total was $4,844,458, or $5.99 a share. Federal taxes on income in 19 5 7 represented $2. 7 4 a share, compared with $2.23 a share in 1956. Operating income for 1957 amounted to $4,708,545, compared with the prior year's total of $2,513,250, a figure substantially depressed by a 73-~ay _strike early in 1956. Comparison of operatmg mcome for the first quarters is meaning- less because of the strike. That of the second and third quarters of 19 5 7 was 21 per cent above the same 1956 periods, but the fourth quarter was adversely affected by the abrupt traffic decline related to the current business recession. Notwith- standing this reaction, the company registered a small profit in the last quarter of 1957. DIVIDENDS Seventh consecutive year For the seventh consecutive year, Western Air Lines in 1957 paid cash dividends to its share- holders and, in addition, the board of directors declared the second stock dividend in the com- pany's history. Regular quarterly dividends of $.20 a share were paid on March 1, May 15, August 15 and November 15, while the 4 per cent stock dividend was distributed to shareholders on March 5. On February 7, 1958, the board of directors declared the first quarterly cash dividend of the year and a 4 per cent stock dividend. The cash dividend, in the amount of $.20 a share, is payable on Mar~h 10 to shareh?l~ers of record on February 21 , while the stock d1v1dend will be distributed on March 20 to shareholders of record on February 21. REVENUES An all- time company record Total operating revenues of Western Air Lines for 1957 were $42,218,951, an all-time record in the company's 32 years of continuous operation. In 1956, total operating revenues were $28,187,773. In its established status as a subsidy-free trunk- line carrier Western derived 93 per cent of oper- ating revenues from passenger traffic, while express, freight and other revenues accounted for 4.5 per cent of the total. Revenues received for mail service accounted for only 2.5 per cent of 1957 receipts. During the previous year, 93.1 per cent of total operating revenues was derived from passenger service, 4.1 from express, freight and other reve- nues, and 2.8 from mail receipts. One of the most critical problems of the airline industry today is the low level of passenger fares. brief balance sheet Western owns: Cash and U.S. Government securities . . .. . .. .. . . .... .. Owed by others . . ... . ... . . . Expendable parts and supplies .. . ... . . .... . . ... . Buildings and improvements, net .... .. ... . .. ......... . .. Flight and other equipment, net ......................... Deposits on new equipment Prepaid expenses . ......... Deferred charges and other. Western owes : Owed to vendors and others Federal income taxes - current and deferred . . , .. . Tickets sold but not yet used Notes payable- current and long-term . .. . . Debentures .... . .......... . Excess of what is owned over what is owed, or shareholders' equity .... ... . 1957 $ 7,332,034 3,462,603 922,432 2,249,539 22,402,940 6,476,711 834,973 335,844 44,017,076 4,267,780 3,147,672 1,105,432 13,905,000 4,122,000 26,547,884 $17,469,192 1956 6,609,264 3,267,448 386,543 2,140,645 15,074,931 3,360,213 735,138 500,898 32,075,080 3,138,518 2,249,956 818,371 6,000,000 4,877,000 17,083,845 14,991,235 Champagne Flights, setting new standards of airline service, provide travelers with maximum of personalized in-flight comfort. Completed in 1957, Western Air Lines Training Center at Los Angeles Airport headquarters now is in full operation. Based on a winning theme, the company's sales effort is being directed at the develop- ment oi new markets and special services. statement of source and disposition of funds for 1957 Caught between nsmg cost and a 20-year-old fare structure, many of the nation's major sched- uled airlines, including Western, have appealed to the Civil Aeronautics Board for a realistic fare increase. While prices generally have risen nearly 100 per cent in the past 20 years, the average U.S. airline passenger of 1957 actually paid less for his transportation than he did in 1938. Source of funds: Net income . . . . . . . .. .... . . .. . Depreciation and other non-cash charges . .. ..... . Deferred federal taxes on income . . ... . . ..... . .... .. . Sale of capital stock .... . . . . . Bank loans ......... . . . .... . Insurance company notes . . . Less: reductions in long-term bank loans ..... . Disposition of funds: Planes and other equipment including contract deposits Dividends: Cash . .. . ..... . .... . ...... . Payments in lieu of fractional shares - 1957 stock dividend . ... . Decrease in working capital, excluding cash and U.S. Government securities .... Increase in cash and U.S. Government securities . . ... . $1,000,000 8,005,000 9,005,000 1,100,000 660,002 29,396 $ 2,401,914 3,330,041 849,000 36,605 ~ 905,000 14,522,560 13,744,552 689,398 _ (634,160) 13,799,790 $ 722,770 Western's management, which first called attention to the need for fare adjustments in 1951, is committed to a policy of improving and expanding the company's services. In order to discharge that responsibility in the face of steadily rising co ts, the company is vioorously pressing its petition for more economically sound fare levels. In accordance with the ivil Aeronautic Board's action approving petitions for a 4 per cent fare increa e, plus $1 per ticket, Western was granted an int rim increa e effective February 10, 1958, pendino completion of th General Fare Inv tioation Case now before the C B. While the interim adjustment is con idered inadequate, th company applied for the temporary assistance while hor,efully looking toward award of a for- mula which will permit airlines to charge equi- table price for their service . EXPENSES Expansion brings sharp rise Total opera ting expense of W es tern ir Lines for the year 1957 wer $37,510,406; in 1956, th total was $25,674,523. This substantial rise in the cost of doing busi- ness was, primarily, a re8ection of the company's marked expansion during the year. Portions of the increase are attributable to first-quarter oper- ations, contrasted to the 1956 period when a 73-day strike shut down the company, and, in major measure, to additional seat-miles generated by new aircraft added to the Western 8eet during 1957. Depreciation expense was $3,010,894, up $716,680 over 1956. This element of the expense complex, which, in effect, represents a pro rata recovery out of revenues of funds invested in properties and equipment, was equivalent to $3.55 a share in 1957. The new series of Douglas DC-6B planes, operated during the year in both first-class and aircoach configurations, contributed to a record marketing of the company's principal product- passenger seat-miles. In 1957, for the first time, Western passed the "one-billion mark" in seat-mile production, offering 1,175,071,000 seat-miles to the traveling public. This represented a 59 per cent increase over the 1956 total of 740,174,000. Although the cost of wages and materials con- tinued to exact major economic pressures, the company has been able to hold the line on seat- mile and ton-mile production costs with some success. Operating expenses expressed in "cents per seat-mile produced" were $.032 in 1957, com- pared with $.035 in 1956 and $.031 in 1955 and 1954. Expressed in "cents per ton-mile produced," operating expenses were $.273 in 1957, compared with $.298 in 1956, $.270 in 1955 and $.280 in 1954. FINANCES Funds for planned growth Following the 1956 program which improved and expanded the financial structure of Wes tern Air Lines, the company in 1957 signed contracts for the delivery of five additional DC-6B aircraft and completed plans for other plant improvements. Arrangements were made in June for borrowing, on a long-term basis, an additional $9,000,000 required to finance the program, over and above the $23,000,000 arranged for in the previous year. Working capital at the close of 1957 totaled $4,688,158, almost identical with the closing 1956 figure. The ratio of current assets to current liabilities was $1.60 to $1, down slightly from the 1956 ratio of $1. 72 to $1. Cash and U.S. Government securities on hand at the end of the year were valued at $7,332,034, up $722,770 over the level which existed at the close of 1956. The company's investment in aircraft and other properties was increased by $8,840,536 to $38,412,441 during 1957. Deposits on equipment-purchase con tracts totaled $6.476,711, an increase of $3,116,498 in 1957. WESTERN'S income dollar from U.S. mail 2.5 from express, freight and 3. 7 excess baggage from aircoach passenger ,. services ftom all other sources, including roperty gains from deluxe passenger services 22.9 2.6 68.3 Western's long-term debt was increased to $16,827,000 during the year, up $7,150,000 from 1956 final figures. The 1957 figures include $6,000,000 borrowed under the 1956 loan agree- ments and $3,005,000 under the new 1957 pro- gram. The 4 per cent convertible subordinated debentures were reduced to $4,122,000, a decrease of $755,000 during the year, re8ecting debentures converted into shares of the company's capital stock. SHAREHOLDERS AND STOCK 7,500 investors own Western At the close of 1957, there were issued and outstanding 848,541 shares of Western Air Lines capital stock, an increase of 69,410 shares over the total of 779,131 shares outstanding at the end of 1956. The increase included 30,254 shares issued as a 4 per cent stock dividend, 36,806 shares distributed upon conversion of debentures, and 2,350 shares issued through exercise of stock options. Residing in the 48 states and several foreign nations, the company's shareholders numbered approximately 7,500 at the end of the year, an increase of about 6.5 per cent over 1956. The e{}Uity of Western shareholders reached a record $17,469,192, or $20.59 a share, in 1957, an increase over the previous year of $2,477,957. WESTERN'S expense dollar for gasoline and oil for materials, 8.2 supplies and parts 9.2 7.4 for depre of equip for wages and salaries Shareholders' equity at the close of 1956 was $14,991,235, equivalent to a book value per share of $18.53 adjusted for the 1957 stock dividend. During the year, 275,700 shares of Western stock were traded on the New York Stock Exchange at prices ranging from a low of 17 to a high of 25, with a closing price of 20. On the Pacific Coast Stock Exchange, 16,233 shares were traded. Low for the year was 18, high was 25, and the closing price was 20. EQUIPMENT Preparation for a fast future With passenger revenues up 49.5 per cent over 1956, and authorized route mileage extended substantially beyond the previous year's limits, Western Air Lines in 1957 expanded and modified its fleet to keep pace with record demands for new and improved service. Seven DC-6B aircraft were received during 1957, and nine additional planes are scheduled for 1958 delivery by the Douglas Aircraft Com- pany. By the fall of 1958, Western expects to have in operation over its system a fleet of 30 DC-6Bs, in both first-class configuration and the new 87- passenger aircoach design introduced in 1957. In December, the Lockheed Aircraft Company successfully tested the first 400-m.p.h. propjet Electra to roll off its Burbank assembly line as Western officials witnessed the maiden flight of the plane which is relied upon to place the com- pany in the forefront of a new age of high-speed competition. Western has ordered nine of these ultra-modern aircraft; five are scheduled for 1959 delivery, four in the spring of 1960. At the close of 1957, the Western fleet was composed of 35 planes, including 17 60-passenger DC-6Bs, four 87-passenger DC-6B aircoaches, nine 40-passenger Convair 240s and five 22-pas- senger DC-3s. During the year, two DC-4s were retired from service, the last of a fleet which introduced sched- uled airline aircoach service to the West. The company plans to retire the five DC-3s still in service by the close of 1958. Completed in the fall of 1957, the company's new airline training center, a modern $1,000,000 school at Los Angeles International Airport, now is in full operation. Principal features of the center are a DC-6B flight simulator, being used exten- sively to train pilots and flight engineers, and quarters of the Western Air Lines Stewardess School. Work progressed throughout 1957 on the com- pany's electronic reservations system which will usher in a new era of fast customer service in 1958. Designed to expedite automatically more than 90 per cent of all flight reservations, the Resetron will automatically check space and con- firm reservations in a matter of seconds from all major centers on the system. It promises to provide passenger service employees with the electronic tools necessary to maintain pace with route and flight pattern expansion. ROUTE DEVELOPMENT Most extensive in WAL history The most substantial period of growth and expansion in the 32-year history of Western Air Lines was recorded in 1957 when the company inaugurated service over 2,449 miles of new routes, including the 1,555-mile Los Angeles- Mexico City airway awarded to Western in 1946. Carefully selected for thorough training, Western's smartly-uniformed stewardesses are skilled in hospitality. Western's system at the close of 1957 was certifi- cated over 9,153 route miles in 13 western states, Canada and Mexico as years of long-range plan- ning were climaxed in a series of favorable Civil Aeronautics Board decisions. Culmination of an 11-year campaign to provide regular, scheduled air transportation between western North America and Mexico came on July 15 when the company became the first U.S. air- line to link major cities of the West with Mexico City via the Los Angeles gateway. Daily nonstop service over the 1,555-mile inter- national route was inaugurated after a long- awaited reciprocal civil air agreement between the federal governments of the United States and Mexico was signed on March 7. In less than 24 hours, Western, which had held Civil Aeronautics Board authority to operate the route since 1946, was designated by the President to inaugurate the long-sought service. Coordinated by a special Mexico Service Com- mittee, myriad details of preparation for launching a major'international route were given top priority by the company. As a result, Western became the first U.S. airline to begin operations under the bilateral agreement as leading government, civic and business executives of both nations partici- pated in a memorable inaugural program. Traffic over the new route has developed steadily and the company is hopeful that it will be able to obtain authority to increase schedules soon. On December 1, a four-year program to provide strong regional air service between Phoenix and other western metropolitan centers came to fru- ition in the inaugural of regular service over the 894-mile route between San Diego and Denver, via Phoenix, capital city of Arizona. Impact of the newest link in the Wes tern system can be realized from a brief study of the accompanying route map illustrating in graphic form how the service pro- vides new opportunities for passenger traffic, new development of the company's "sun country'' theme, and new operational economies. Of par- ticular note is the company's ability to offer one- carrier service between Arizona and the northern tier of western states. Appeal of one of the unsuc- cessful applicants in the case against the CAB's authorization of Western service over this route will be heard by the U.S. Court of Appeals for the District of Columbia circuit early in 1958. At the close of the year, the CAB authorized the company to inaugurate nonstop service between Los Angeles and Phoenix early in 1958 when the federal air policy panel issued a supplemental opinion on Western's petition for reconsideration of an earlier bid for the 368-mile route which the board had rejected. This decision will make pos- sible increased development of the Phoenix service Modern Western offices in Phoenix now are serving as a travel center for passengers on the newest route. complex, with special emphasis on travel from the Pacific Northwest. In other far-reaching year-end action, transfer of air service for eight small communities on Western's system to local service carriers was recommended by the CAB examiner acting favor- ably on the company's request in the Seven States Area Investigation. Acting in accordance with established CAB policy separating subsidized local service from trunkline operations wherever possible, the exam- iner's recommendation calls for suspension of Western service at Alliance, Scottsbluff, Chadron, Hot Springs, Spearfish, Brookings, Mankato and Rochester. A final CAB decision in this case is expected in 1958. Hearings were held in 1957 on Western's proposal in the Montana Local Service Case to transfer to local service carriers authority to serve Ogden, Logan, Jackson, Lewistown, and Cut Bank. Procedural steps in this case should be completed in 1958. Substantial operating economies can be realized from final authority to transfer service at these points in favor of subsidized lines, as well as further improvements in the company's trunkline services. Meanwhile, Western suspended service at Cedar City on Jan. 2, 1958, in accordance with the CAB's decision in the Service to Phoenix Case. In 1957, the company entered the Dallas-to-the- w est Service Case, a CAB proceeding now under- way which is expected to determine the air service needs of Dallas, Tex. Proposing to link the key southwestern city with Los Angeles and San Francisco-Oakland, as well as San Diego, Las Vegas, Phoenix, El Paso, Albuquerque and Ft. Worth, Western presented its case in support of the City of Dallas' petition for additional service. Hearings were held in 1957 on the Chicago- Milwaukee-Twin Cities Case in which the com- pany is seeking authority to provide competitive air service between Minneapolis-St. Paul and Chicago. A CAB decision in this important route case is expected during 1958. The company anticipates that in 1958 the U.S. Government will continue to press for a bilateral agreement with Canada which would implement Western's dormant authority to serve Calgary in the Province of Alberta, Canada. Although the CAB took no action during the year on the company's applications to serve Spo- kane, Wash.; Sacramento, Calif.; or Boise, Ida., the petitions may gain board attention during the~ corning year. PERSONNEL Experience, training are keys The company's board of directors, composed primarily of men representing the principal regions served by Wes tern Air Lines, was expanded to 16 members during 1957. In April, Mr. Dudley Swim of Monterey, Calif., well-known in the fields of investment and indus- try, was elected to the board. In June, Mr. Wilford H. Gonyea, Oregon industrialist and lumberman, joined the Western board. In December, Mr. Goodrich Lowry, president of the Northwest Bancorporation of Minneapolis, was elected to the board to replace the late Mr. Joseph F. Ringland. Mr. Ringland, who had served the company with distinction since joining the board of directors in 1952, died on overnber 8 after an extended illness. His death brought to a close a distinguished banking career which began in 1924 and ended with a 12-year tenure as president of the orth- western National Bank of Minneapolis. Building on a core of experienced personnel, and devoting special attention to the training and development of management staff members, Western increased its personnel by 18 per cent during 1957, adding 430 men and women to its rosters which, at the close of the year, carried the names of 2,773 employees. Average length of employee service at the close of 1957 was 5.3 years, with 45 per cent of all personnel wearing 5-year service pins. Ten-year rnblerns have been awarded to 617 men and women, representing 22 per cent of employees. At the top of Western's seniority roster are 20 men with a quarter-century of company service, includ- ing three veterans who this year will pass the 30-year milestone. The foremen responsible for maintenance and overhaul of the aircraft fleet have the highest average seniority with 17.4 years service to their credit. Department directors at the company's general offices share with Bight captains an aver- age of 14 .4 years service, while station managers are credited with a 13.6-years average. AFTER 32 YEARS, EVERY 23 SECONDS! In 1957, Western Air Lines carried 1,379,653 pas- sengers in giant aircraft flying over a route system reaching 9,153 miles to 47 cities in three nations. With a plane arriving or departing from a Western city every 2.5 minutes throughout the year, the company boarded an average of 3,780 air travelers every 24 hours. Consuming more than 110,000 gal- lons of high-test gasoline every day, the aerial fleet covered 71,450 miles between dawns. Relax- ing in airborne comfort, travelers enjoyed 687,445 meals, savored 1,772,600 cups of coffee and sipped glasses of Champagne Flight private stock in rec- ord numbers. It was not always so. On April 17, 1926, the day Western, the nation's oldest airline, began operations, its first east- bound Douglas M-2 biplane was refueled from a 100~gallon barrel with a hand pump (below). The little two-place aircraft had a top speed of 115 m.p.h., and the lone passenger sat on a sack of mail. The lot of air travelers improved in the early '30s when Western provided box lunches aboard its Fokker F-10s, first three-engine transports in airline service (above). The first route was only 670 miles long, and at the end of 1926 Western had carried 209 passengers. Today, WAL boards a passengerevery23 seconds! Two-thirds of the company's employees are men, one-third are women. Ninety per cent of person- nel are represented by the seven labor unions with which Western maintains agreements. At the end of 1957, contracts were signed with four unions, while negotiations were underway with union representatives of the pilots, the mechanics and the office and station personnel. A large majority of employees participated in Western's group insurance program during the year. As of December 31, 95 per cent were sub- scribing to accident and sickness insurance, 88 per cent to hospitalization coverage, and 70 per cent to the life insurance policies offered. Financed jointly by the company and its employees, the group program is available to all personnel. During the year, employees and their families received $189,520 in benefits from the insurance plan, including $52,361 in accident and sickness benefits and $127,559 to defray hospitalization expenses. At the close of the year, 77 per cent of eligible employees were participating in the company's contributory retirement plan. In operation for six years, the program has become a substantial factor in the long-range planning of many key employees. To date, the company has expended approximately $636,000 for past-service policies, at no cost to personnel, and has contributed nearly three times that figure to current-service premiums. Throughout 1957, Western maintained its tra- ditionally liberal free-transportation program for employees and their families. During the year, 13,500 space-available passes were issued by the company's pass bureau for travel over the Western system, and several thousand additional passes were arranged through reciprocal agreements with other airlines. Value of the company-system passes, if computed on the basis of average first-class fares, was approximately $750,000, an average of $272 worth of free transportation for every man and woman on the payroll. It is estimated that the value of off-line passes would double the latter figure. The Westernaire Federal Credit Union, pro- viding personalized savings and loan service to employees, enjoyed a banner year, passing the $1,000,000 total-assets mark for the first time in its 10-year history. Seventy-three per cent of all employees are members of the credit union. Early in 1957, a management-development pro- gram was inaugurated at the University of Washington for key members of the Western staff. Designed to prepare selected men for increased future responsibilities while improving their pres- ent managerial abilities, the graduate-level course began with an intensive study session and was followed throughout the year by a seminar series. SALES AND SERVICE New markets for development Matching the company's major route extensions and increased ability to serve the traveling public, the Wes tern Air Lines sales effort during 195 7 was directed at development of new markets and new services. Number of passengers carried for the year was 49 per cent above the abridged 1956 total as 1,379,653 air travelers boarded the company's planes at 4 7 cities throughout the system. Revenues included $29,412,952 from deluxe traffic and $9,830,159 from aircoach travel, increases of 42 per cent and 76 per cent, respec- tively. The latter rise clearly re8ects the expanded offering of Western's economy air transportation with the new 87-passenger DC-6B aircoaches. Cargo revenue totaled $1,596,246, up 67 per cent over 1956, while air mail revenue increased to $1,067,404, of which $881,825 was from regular air mail and $185,579 from transportation of sur- face mail by air. brief statement of income Western's income came from: Passengers . .. .. ...... ..... . Express, freight and baggage Mail ........................ . Gain on disposal of property Other income .. ... ....... .. . Western's expenses were: Wages and salaries ......... Social security, group insurance and retirement plans ....... . .. Gasoline and oil ............ . Materials and repair parts ... Depreciation ................ Advertising and publicity .... For service to passengers ... Rentals and landing fees .... Insurance ................... Interest ....... ... ........... Taxes ....................... Utilities and services ........ Other costs ................. Net Income ................... . 1957 $39,243,111 1,596,246 1,067,404 708,077 443,301 43,058,139 14,334,769 1,086,628 6,309,060 3,350,555 3,010,894 1,297,259 2,271,800 980,205 822,425 780,419 3,754,855 1,491,331 1,166,025 40,656,225 $ 2,401,914 1956* 26,249,113 954,210 775,481 2,694,415 270,248 30,943,467 10,283,297 853,786 3,729,882 2,235,558 2,316,439 873,097 1,487,768 759,975 652,770 393,610 2,766,848 737,691 808,288 27,899,009 3,044,458 Operations were suspended from January 9 to March 22, 1956, because of a strike. Passenger load factor for the year was 59.8 per cent as 702,727,000 of the 1,175,071,000 seat- miles produced were sold. The 2.1 point decline from the 1956 load-factor figure was largely the result of the widespread fourth-quarter decline in business activity. Extended to keep pace with the 59 per cent increase in seat-miles produced by new aircraft and new routes, the company's seat-miles- sold total was, nonetheless, up 53 per cent over 1956. New sales centers were opened at Minneapolis, Mexico City, Ontario, Phoenix and in the San Francisco Merchandise Mart during 1957, and in January 1958 a new district office was established at the Disneyland Hotel, adjacent to the famed southern California playground. New popularity was won during the year by the company's famous Champagne Flights, a name now registered for Western's exclusive use. After nearly four years, this new standard of person- alized in-flight service continues to headline Western' s Hight schedules and sales programs. During the year, the Champagne Flight's morning counterpart, the "Hunt Breakfast," was introduced to selected Rights with immediate popular acceptance. In April, delivery of new equipment enabled the company to introduce all-DC-6B service, both first-class and aircoach, to principal Pacific Coast cities, completing a modernization program which also included assignment of Convair aircraft to intermountain routes and retirement of DC-3s from all but a segment of the Western system. July proved to be a top month for sales effort as the new international route between Los Angeles and Mexico City was opened, and a new nonstop service between Los Angeles and Portland was inaugurated. In December, service was introduced to Phoenix with special promotions designed around the appeal of winter vacations. The most complete program of "sun country" advertising and promotion ever developed by the company was employed to exploit the attractions of Mexico City, Las Vegas, Palm Springs, southern Cali- fornia and Phoenix, including preparation for the inaugural of nonstop Los Angeles-Phoenix service on February 18, 1958. To provide the manpower and facilities required to produce an expanded campaign, Western in April retained Batten, Barton, Durstine & Osborn, Inc. as the company's advertising agency. One of the nation's top-rated advertising firms, 66-year-old BBDO now is producing an expanded 1958 pro- gram based on the theme, "Western's the Won- derful Way to Fly." AWARDS Company wins national honors In 1957, Western Air Lines received a number of noteworthy honors, including awards for safety, management, stockholder relations and advertis- ing. Recognition of the company's primary concern - safety of operation - was accorded in the Na- tional Safety Council's Award of Honor. Analysis of Western's operations and accom- plishments in 1957 by the American Institute of Management resulted in presentation of a merit citation for excellent management to the company and placement on the AIM honor roll with only 494 other U.S. and Canadian organizations selected on the basis of functional management audit. For the second consecutive year, Western was awarded United Shareholders of America recog- nition for "good management-shareholders rela- tions." The Socrates Award, top national prize for transportation advertising, was won by the com- pany for "exceptional showmanship in promoting air travel" in an annual competition among more than 1,000 companies. ALBUQUERQUE EL PASO DALLAS 00 FORT WORTH INTERNATIONAL CELEBRATION-In 1957, Western Air Lines became the first U.S. air carrier to link major cities of the West with Mexico City via the Los Angeles gateway. Less than 24 hours after the long-awaited civil air agreement was signed by the federal govern- ments of the United States and Mexico, Western was designated by the President to inaugurate flights over the route granted to WAL in 1946 by the Civil Aeronautics Board. Government officials, civic leaders and business executives of both nations participated in memorable inaugural programs at Los Angeles (above) and Mexico City (below). Among the 1,379,653 Western passengers in 1957 were these famous personalities . . . . . . . . . . . . ENTERTAINER-Lawrence Welk, the "champagne music" maestro, waves to friends before departure CHIEF JUSTICE-Kotara Tanaka, lead ing Japanese jurist, and his wife, are greeted on world tour by WESTERN FIRST CREW-Welcomed by WAL President Terrell C. Drinkwater, first Western Air Lines crew to land at Sky Harbor Airport in Phoenix launches new "sun country" service linking the Arizona capital with other key cities in the West. Major route award was the climax of a four- year program to win Civil Aeronautics Board authoriza- tion to inaugurate scheduled service to the resort area. FILM FAVORITE-Former child star Shirley Temple arrives in Hollywood to pro- duce her new series of LATIN AMERICANS-Con- s u Is of eight Western Hemisphere nations board a Western plane for a brief 1-,...,1!....J- .. !-:..J.. :_ I - - \J ___ _ I 1n the news By its very nature, a major commercial airline is newsworthy. The speed of its operations, the grandeur of its giant air- craft, the personal drama in the lives of its passengers-all are charged with that magic ingredient called "news value." Serving 47 cities on a 9,153-mile system in 13 western states, Canada and Mexico, Western Air Lines links the key centers of the hemisphere's most dramatic regions, areas where progress, development and future planning are vibrantly conscious fac- tors in the lives of fast-thinking, fast-moving people. The year 1957 was a period of almost- continuous news stories for Western as the company pursued its basic policy of pro- viding public services designed to merit public approval. The new routes inaugurated, the unique promotions conducted, the new aircraft tested for future Bights-all attracted atten- tion of the communications media through which Western tells its story. And, adding luster to the glamour of Hying were the famous passengers who, day after day, selected Western as "the won- derful way to By." COWBOY STAR - Roy Rogers, motion picture and television favorite of young America, leaves on a per- GRID COACH - Henry "Red" Sanders, famed UCLA football mentor, and Mrs. Sanders are off on a IN PRODUCTION-Model of the ultra-modern Lockheed Electra propjet appears in Western Air Lines markings. Now in production after highly successful tests, the Electra will spearhead WAL entry into era of high-speed competition in 1959-60. AUTHENTIC-Most colorful equipment acquired by Western Air Lines in 1957 was this 1906 San Francisco cable car which is being displayed in an extensive promo- tional campaign throughout the West. Completely renovated and motorized, "No. 44" already has proved a popular attraction in California and during 1958 will be seen in several cities on the company's system during 100,000-mile tour. MEXICAN OFFICIALS-Ing. Gustavo Rocha Sagahon (left) and Gen. Alberto Salinas Carranza, and his ---?~-- ,:. ___ ~A - ~. :-- T RAVEL EXP ER T - 8 e rt Hemphill, American So- ciety of Travel Agents president, is welcomed _ ,..._ __ - -' - r'-1- - - . - - - - - r-1 !- I-J.. FAMOUS COUPLE-Sing- ing favorite Bing Crosby and his bride, Kathy Grant, leave Las Vegas via Western _ .r. ... __ .&.L. - ! - --'-' !- - a decade of growth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . financial summary Revenues:** Passenger .... ....... ... ... . . . . ... . . . ... . Express, freight and excess baggage .. . Mail ... . . . ... . ..... .... . ............. .. . . Other .. . . . .. . , .. . .. .. . . . ... . . . .. .. . . . . . . . Total Revenues . . . . .... . ........ . . . Operating Expenses:** Depreciation . .. . .... . . . . ... , . . . . ... . . .. . Payroll . ... .. .... . . .. .. ...... .. . . .. . ..... . Other . ..... . . ... . . . .. . ..... .. ... . . .. ... . . Total Operating Expenses .. . .... . Operating Income** . ... . ...... ... ..... . .. . . . . . Other Income** .. .. . ... .. . . .. ..... ..... ... . . . Provision for Federal Taxes on Income** ... . Net Income** . . . .. ... ... . .. . ..... . Earnings per share0 ..... . ... ........... .... . Dividends paid per share: Cash0 . . .. . . . .. . .. .. . . . . ... . . ... . ... . .. . Stock . ......... , . ............. . . . ... . ... . Shares outstanding**0 .. ... . . . ..... ....... . . . Shareholders' equity-total** . . ........... . .. . Shareholders' equity-a share0 ....... . .... . Working capital** . ................ ........... . Long-term debt** .... . . . ......... . . . . . .... .. . . Properties and equipment- net** ............ . Total assets** ................. . ..... , .... . .. . operating statistics Route Miles . . . . ... . .. . . .. .. . ... . , .... . .... .. . Available Ton Miles** .......... . ... .. .. . .... Revenue Ton Miles** ............... . ... . .... Passengers and Tonnage Carried: Revenue passengers ................ . .. Mail tons ... . ....... ...... . .. . .. . . ... ... Express and freight tons .......... . ... . Revenue Miles Flown:** Airplane miles ....... .. .......... . .. . ... Passenger seat miles ................ . .. Passenger miles ........ . ............ . . Mail ton miles ............. .............. Express and freight ton miles ........... Other Statistics: Passenger load factor .................. Average length in miles per passenger trip ................. . ...... Average revenu e per passenger mile .... Number of employees end of year ...... 1957 $39,243 1,596 1,067 313 42,219 3,011 14,335 20,164 37,510 4,709 18 4,727 2,325 $2,402 $2.83 0.79 4% 849 $17,469 20.59 4,688 16,827 24,652 $44,017 1957 8,799 137,640 74,468 1,379,653 5,367 6,170 21,896 1,175,071 702,727 3,092 4,026 % 59.8 509 $.0558 2,773 1956* 26,249 954 775 210 28,188 2,294 10,283 13,098 25,675 2,513 2,331 4,844 1,800 3,044 3.76 0.75 4% 809 14,991 18.53 4,600 9,677 17,216 32,075 1956* 6,350 86,196 48,481 928,746 4,034 4,166 14,851 740,174 458,131 2,212 2,455 61.9 493 .0573 2,343 1955 28,756 1,185 862 236 31,039 2,151 11,057 13,798 27,006 4,033 ~ ) 3,832 1,850 1,982 2.47 0.83 802 12,430 15.49 2,784 3,484 11,208 23,332 1955 5,525 100,015 54,999 1,092,578 4,897 5,435 18,335 870,596 514,677 2,621 3,207 59.1 471 .0559 2,130 1954 22,423 968 764 326 24,481 1,761 9,239 11,505 22,505 1,976 333 2,309 850 1,459 1.89 0.56 773 10,786 13.96 1,490 3,755 13,146 20,204 1954 5,525 80,261 42,669 834,910 3,283 4,276 15,842 721,255 402,255 1,669 2,556 55.7 482 .0557 1,864 1953 20,302 846 875 853 22,876 1,718 8,367 10,300 20,385 2,491 (56) 2,435 1,250 1,185 1.54 0.56 772 9,746 12.63 755 2,072 9,844 18,123 1953 5,525 68,580 38,088 838,732 3,284 4,206 14,450 613,814 359,965 1,610 2,100 58.6 429 .0564 1,813 Operations were suspended from January 9 to March 22, 1956, because of a strike. 1952 16,250 662 719 964 18,595 1,019 7,067 7,674 15,760 2,835 (103) 2,732 1,500 1,232 1.60 0.56 772 8,991 11.65 1,364 2,903 9,702 18,564 1952 5,016 48,557 31,434 774,079 3,243 3,729 12,631 453,332 298,931 1,358 1,524 66.0 386 .0544 1,649 1951 13,688 507 1,212 875 16,282 998 6,084 6,666 13,748 2,534 280 2,814 1,425 1,389 2.34 0.46 594 6,396 10.77 435 1,924 6,588 13,802 1951 5,016 43,036 27,549 691,322 3,419 3,191 11 ,487 401,720 259,693 1,449 1,282 64.7 376 .0527 1,459 0 Based on shares outstanding at close of respective periods adjusted fo r stock dividends paid in 1957 and 1956 . .. 000 omitted. 1950 11,395 497 2,090 264 14,246 1,124 5,353 6,133 12,610 1,636 (196) 1,440 690 750 1.32 567 5,045 8.90 981 2,231 6,621 10,657 1950 5,016 44,515 24,697 619,624 2,150 3,396 11,783 414,169 233,118 978 1,442 56.3 376 .0489 1,279 1949 8,471 313 2,504 246 11,534 1,335 4,855 4,374 10,564 970 (258) 712 391 321 0.57 567 4,295 7.58 243 3,113 7,171 10,579 1949 4,727 32 ,034 16,383 422,193 1,359 2,435 9,496 299,503 155,747 567 926 52.0 369 .0544 1,226 1948 7,813 483 1,293 31 9,620 1,164 4,973 4,225 10,362 (742) (186) (928) (589) (339) (0.60) 567 3,974 7.01 (315) 3,551 8,094 12,946 1948 4,727 29,534 14,660 353,569 1,543 2,702 8,707 243,771 135,724 574 1,089 55.7 384 .0576 1,285 For the year ended December 31, 1957 (with comparative ti gures for 1956) For the year ended December 31, 1957 statement of income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating Revenues: Passenger . ........ . .... . . . .... . .... . .. . ..... . ... .. .... ... ... . Express, freight and excess baggage . . . .. ... . . . ... . .... .. . . Charter and other transport service ... . . . . ... . .. ... ... .. . . . Mail . . ........ . . .... . .... .... .. ... .. . . . .. .. .. .... . . ... . ... . . . . Incidental revenue (net) .. ..................... . ..... . . . .... . Operating Expenses: Flying operations ... .. ... .. .... . ... . ... . . . . . ... . ... ... ... .. . . Maintenance .............. . ........... . ............. .... ... . Passenger service .......... .. .................... . ... . .... . . Aircraft and traffic servicing ......... .. .. .. .. . .... .... . . .. . Promotion and sales . . .. .. . . . . . . .......... . ... . ... . . . . . . .. . . General and administrative ......... . .... . .. . . . . . ... . . . . . . . . Depreciation ...... . .. . ...... . .......... .. ... . , ... . .. . ....... . Operating Income ... . ... . ...................... . . . . . Non-Operating Income: Gain on disposition of property . . . ... ..... . ............... . Other . ..... . . . ... . .................. . . . . . ..... ............... . Non-Operating Charges: Interest .... . ...... .... ... .. .. . . ........ . .... .. .... , ...... . .. . Other .............. ......................... ........ . ..... . .. . Income before Federal Taxes on Income . . . . ... . ... . Provision for Federal Taxes on Income (Note 1) ...... . .... . . . Net Income . . . . .. . . ... . . . . . . .... . .... .... .... ... .. .. . 1957 $39,243,111 1,596,246 147,827 1,067,404 164,363 42,218,951 12,533,097 6,094,328 3,556,375 5,763,615 ( 4,596,057\ 1,956,040 3,010,894 37,510,406 4,708,545 708,077 131,111 839,188 780,419 40,400 820,819 4,726,914 2,325,000 $ 2,401,914 *Operations were suspended from January 9 to March 22, 1956 because of a strike. 1956* $26,249,113 954,210 119,371 775,481 89,598 28,187,773 7,915,106 4,484,302 2,366,755 6,974,380 1,639,766 2,294,214 25,674,523 2,513,250 2,694,415 61,279 2,755,694 393,610 30,876 424,486 4,844,458 1,800,000 $ 3,044,458 statement of surplus earned surplus Amount as of December 31, 1956................................ $ 8,653,684 Net income for 1957 .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,401,914 Excess of proceeds over par value of : 36,806 shares of stock issued upon conversion of debentures ........... ............................. . ... . 2,350 shares issued under restricted stock option plan .. . Excess of market value over par value of 30,254 shares paid as a stock dividend (Note 2) ....................... . Dividends paid : Cash - $0.80 a share, annual rate ......... , .............. . Stock-4% (Note 2) ...................... , ................ . Amount as of December 31, 1957 (Note 3) .................... . 11,055,598 660,002 755,492 $ 9,640,104 capital surplus $ 5,558,420 692,030 34,255 695,842 6,980,547 $ 6,980,547 annual report Current Assets: Cash. U. S.Treasury Bills at cost and accrued interest . ...... .. .. . . . Receivables: Traffic balances (net of allowance for doubtful accounts $50,000) . . . U.S. and State Government Departments ..... . .. .. . . Other . Expendable parts and supplies (Note 7) . Prepaid expenses . Total Current Assets ... Sundry securities . Properties and equipment at cost: Flight equipment . Buildings on and improvements to leased property .... Other property and equipment .. Less allowance for depreciation . Deposits on equipment purchase contracts (Note 4). Deferred charges . assets 1957 $ 5,337,991 1,994,043 2,443,467 838,393 180,743 3,462,603 922,432 834,973 12,552,042 94,221 31,268,978 3,794,637 3,348,826 38,412,441 13,759,962 24,652,479 6,476,711 241,623 $44,017,076 1956 $ 4,625,094 1,984,170 2,028,677 1,039,722 199,049 3,267,448 386,543 735,138 10,998,393 74,051 23,801,634 3,531,863 2,238,408 29,571,905 12,356,329 17,215,576 3,360,213 426,847 $32,075,080 balance sheet as of December 31, 1957 (with comparative figures for 1956) liabilities Current Liabilities: Current portion of bank debt. . .... ... . . ... . ............ . .... ... . Accounts payable Accounts payable-taxes collected from others ... . .... .. . Accrued salaries and wages ............. . Other accrued liabilities . Air travel plan deposits . Unused transportation. Federal taxes on income (estimated ) . Total Current Liabilities . Long-term debt (Note 3) : Notes payable to bank (net of current portion included in current liabilities) .. Notes payable to insurance companies . 4% convertible subordinated debentures due June 1, 1971 ... . Deferred federal taxes on income (Note 1) .. Commitments and contingent liabilities (Note 4) Retirement plans (Note 5) Shareholders' Equity: Common stock-$1.00 par value per share Authorized 2,000,000 shares (Notes 3 and 6) Issued 848,541 and 779,131 shares respectively . Capital surplus Earned surplus (Note 3) . 1957 $ 1,200,000 1,544,416 523,799 1,407,370 486,620 305,575 1,105,432 1,290,672 7,863,884 4,700,000 8,005,000 4,122,000 16,827,000 1,857,000 848,541 6,980,547 9,640,104 17,469,192 $44,017,076 ---- 1956 $ 1,200,000 1,174,868 409,446 1,046,206 219,423 288,575 818,371 1,241,956 6,398,845 4,800,000 4,877,000 9,677,000 1,008,000 779,131 5,558,420 8,653,684 14,991,235 $32,075,080 PEAT, MARWICK, MITCHELL & Go. CERTIFIED PUBLIC ACCOUNT.A..'ITS 618 SOUTH SPBlNO STREET LOS ANGELES 14, CALIF. ACCOUNTANTS' REPORI' To the Board of Directors 'Western Air Lines, Inc.: We have examined the balance sheet of 'Western Air Lines, Inc. as of December 31, 1957 and the related statements of income and surplus for the year then ended. Our examination was made in accordance with generaliy accepted auditing standards, and accordingiy included such tests of the accounting records and such other auditing procedures as we considered nece saary in the circumstances. In our opinion, the accompanying balance sheet and statements of income and surplus present fairiy the financial position of 'Western Air Linea, Inc. at December 31, 1957 and the results of its operations for the year then ended, in conformity with generaliy accepted principles of accounting which, l!xcept for the changes (of which we approve) resulting from revised requirements of the Civil Aeronautics Board as eet forth in note 7 of notes to financial statements, have been applied on a basis consistent with that of the preceding year. Loa Angeles, California February 10, 1958 notes to financial statements Note 1. Federal Taxes on Income. Federal income tax re- turns for 1955 and 1956 are in process of examination by the U.S. Treasury Department. Provision has been made for all known income tax liabilities. Depreciation for federal tax purposes will, through 1960, exceed that recorded on the books of account as a result of deducting accelerated depreciation on the tax returns. Accordingly, the federal tax provision for 1957 includes $849,000 to offset the estimated effect on federal taxes which will occur in the years 1961-64 when depreciation recordable on the books of account will be more than that allowable for federal tax purposes. Note 2. Stock Dividends. On March 5,1957, the company paid a stock dividend of 4% on the shares outstanding as of February 15,1957. For the 30,254 shares thus issued and the cash pay- ments of $29,396 in lieu of fractional shares, the earned surplus account was charged $755,492, with $695,842 being transferred to capital surplus and $30,254 to the capital stock account. The charge to earned surplus was based upon the closing price of $24.00 a share on the New York Stock Exchange on January 31, 1957, the day preceding the declaration by the Board of Directors . In 1958, on February 7, a like 4% stock dividend was declared payable March 20, 1958, to shareholders of record on February 21, 1958. Note 3. Long-Term Debt. The bank and insurance company loans summarize as follows: Bani< loans 1956 Agreement for $6,000,000 borrowed in 1956. Interest 4%. 1957 Agreement for $3,000,000- $1,000,000 borrowed in 1957. Interest 5%, Payable $100,000 a month $50,000 a mo. effective Oct. 1, 1961 Insurance Company loans Payable 1956 Agreement for $12,000,000- $1,200,000 $6,000,000 borrowed in 1957. annually effective Interest 4 %. Sept. 1, 1962 1957 Agreement for $6,000,000- $600,000 annually Maturity Jan. 2, 1962 Sept. 1, 1966 Maturity Sept. 1, 1970 $2,005,000 borrowed In 1957. effective Sept. 1, Interest 5%, Sept. 1, 1966 1975 Amounts remaining for draw-down total $5,995,000 in 1958 (including $3,000,000 borrowed in February 1958), and $6,000,000 between July 1959 and December 1960, and carry a commitment fee of of 1%. The convertible subordinated debentures are subject to a sink- ing fund requirement of 5% per annum effective May 31, 1961, and 10% per annum effective May 31,1966, with maturity on June 1, 1971. The debentures, which are subordinated to the bank and insurance company debt, are convertible into common stock of the company based on a conversion price per share adjustable for, among other things, stock dividends. The effec- tive price as of December 31, 1957 was $20.38 and 202,257 shares of the authorized unissued stock of the company were reserved for such conversion. The related trust indenture also provides for retirement by call at a price of 104.25% through May 31, 1958, decreasing annually until June 1, 1969, when the call price becomes face value. The 1956 and 1957 agreements with the bank and the insurance companies and the trust agreement governing the debentures provide among other things (including restrictions on addi- tional borrowings) conditions and requirements which limit the amount of earned surplus distributable as cash dividends. As a result, earned surplus as of December 31, 1957, which may be applied to the payment of cash dividends is limited to $2,588,158. Note 4. Commitments and Contingent Liabilities. At December 31, 1957, the company had on order nine Douglas DC-6B airplanes, with delivery scheduled for 1958, and nine Lockheed Electra propjet aircraft, with delivery scheduled for 1959 and early 1960. These aircraft together with other major items represent a commitment in excess of deposits made at December 31, 1957 of approximately $26,000,000. (See Note 3 for related financing.) As of December 31, 1957, the company was contingently liable for claims and lawsuits in which it is or may be a defendant, but management and its counsel believe the ultimate liability, if any, will not materially affect the financial statements. Note 5. Retirement Plans. The company has an insured con- tributory retirement plan for all eligible employees, including officers, and in addition, the company is negotiating in accord- ance with the pilots' 1956 labor agreement a "variable pension plan ," to be based on pilots' current services, of the trusteed type which is subject to approval by the Treasury Department. The cost of these plans charged to operating expense in 1957 total $598,283 for both current and past services. Management contemplates that the remaining past service cost of the insured plan will be funded over a period of approximately six years and will require annual payments of $106,000. Note 6. Options to Purchase Capital Stock. Through December 31, 1957, 31,360 shares (including 2,350 shares in the year 1957) have been issued under a restricted stock option plan for officers and key employees approved by the share- holders in 1951. The option prices ranged from $8.19 to $17.47 a share, representing a total option price and total fair value when first exercisable of $384,884, and a total fair value at dates when exercised of $596,973. At December 31, 1957 options for 4,053 shares were outstanding and exercisable within five years from the dates granted. The prices average $15.25 a share and represented a total option price and a total fair value when first exercisable of $61,815. Note 7. Accounting Changes. Effective January 1, 1957, a new Manual of Accounts was prescribed by the Civil Aeronautics Board which effected change in both form and account content. The significant change in financial condition was the transfer of expendable aircraft parts from property and equipment to current assets. As a consequence, current assets at December 31, 1957, are increased by approximately $580,000. The Statement of Income for 1956 was partially recast to provide a relative basis for comparison. board of directors William S. Bartman Bartman & Braun, Attorneys-at-Law Los Angeles, Cal ifornia Gordon Y. Billard J. R. Williston & Co. New York, New York Hugh W. Darling Darling, Shattuck & Edmonds, Attorneys-at-Law Los Angeles, California Terrell C. Drinkwater President Western Air Lines, Inc. Robert E. Driscoll, Sr. Honorary Chairman, Board of Directors First National Bank of the Black Hills Rapid City, South Dakota Wilford H. Gonyea Clear Fir Sales Co. Springfield, Oregon Hector C. Haight International Operations Hughes Aircraft Co. Los Angeles, California Goodrich Lowry President, Northwest Bancorporation Minneapolis, Minnesota Dr. Donald H. McLaughlin President, Homestake Mining Co. San Francisco, California L. Welch Pogue Pogue & Neal, Attorneys-at-Law Washington, D.C. Stan ley R. Shatto Vice President-Operations Western Air Lines, Inc. Dudley Swim Monterey, California Harry J. Volk President, Union Bank Los Angeles, California John M. Wallace Chairman, Board of Directors Walker Bank & Trust Co. Salt Lake City, Utah Alexander Ward en Publisher, Great Falls Tribune-Leader Great Falls, Montana Sidney F. Woodbury Pine Street Co. Portland, Oregon executive staff Terrell C. Drinkwater President Stanley R. Shatto Vice President-Operations Marvin W. Landes Vice President-Service Paul E. Sullivan Vice President-Admin istration and Secretary Arthur F. Kelly Vice President-Sales J. Judson Taylor Vice President and Treasurer D. P. Renda Vice President-Legal G. G. Brooder Vice President Charles J. J. Cox Controller and Assistant Treasurer Earnest H. Brown Assistant Secretary and Director of Personnel Thomas M. Murphy Assistant to the President General Offices Western Air Lines Building 6060 Avion Drive Los Angeles International Airport Los Angeles 45, California Registrars Bank of Ameri ca National Trust & Savings Assn. 660 South Spring Street Los Angeles 14, California The Chase Manhattan Bank 11 Broad Street New York 15, New York Stock Transfer A gents Security-First National Bank of Los Angeles 561 South Spring Street Los Angeles 14, California New York Trust Co. 100 Broadway New York 15, New York Trustee for Debentures Union Bank 760 South Hill Street Los Angeles 14, California Stock Listings Listed and traded on New York Stock Exchange and Pacific Coast Stock Exchange General Cou nsel Darling, Shattuck & Edmonds Attorneys-at-Law 523 West Sixth Street Los Angeles 14, California A uditors Peat, Marwick, Mitchell & Co. 618 South Spring Street Los Angeles 14, California A nnual Meeting Fourth Thursday in April at General Offices